Exhibit 4(e)
SUB-ADVISER AGREEMENT
SUB-ADVISER AGREEMENT executed as of October 1, 2004, between Allmerica
Financial Investment Management Services, Inc. (the "Manager") and X.X. Xxxxxx
Investment Management Inc. (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is agreed as
follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST
(a) Subject always to the control of the Trustees of Allmerica Investment
Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser,
at its expense, will furnish continuously an investment program for
the following series of shares of the Trust: the Select International
Equity Fund (the "Fund") and such other series of shares as the Trust,
the Manager and the Sub-Adviser may from time to time agree on
(together, the "Funds"). The Sub-Adviser acknowledges the Fund may
have one or more other sub-advisers and that the Manager shall from
time to time determine the portion of the Fund's assets to be managed
by the Sub-Adviser (the "Sub-Adviser's Portion"). The Sub-Adviser will
make investment decisions on behalf of the Sub-Adviser's Portion and
place all orders for the purchase and sale of portfolio securities
relating thereto. The Sub-Adviser shall not consult with any AIT
Sub-Adviser (other than an affiliated person of the Sub-Adviser),
concerning transactions for the Fund in securities or other assets. To
the extent that multiple AIT Sub-Advisers serve as investment advisers
of the Fund, the Sub-Adviser shall be responsible for providing
investment advice to the Fund only with respect to the Sub-Adviser's
Portion of the Fund's portfolio. In the performance of its duties, the
Sub-Adviser will comply with the provisions of the Agreement and
Declaration of Trust and Bylaws of the Trust and the objectives and
policies of the Fund, as set forth in the current Registration
Statement of the Trust filed with the Securities and Exchange
Commission ("SEC") and any applicable federal and state laws, and will
comply with other policies which the Trustees of the Trust (the
"Trustees") or the Manager, as the case may be, may from time to time
determine and which are furnished to the Sub-Adviser. The Manager
acknowledges and agrees that the Sub-Adviser will manage the
Sub-Adviser's Portion as if it were a separate investment company for
the purposes of determining compliance with the provisions of the
Agreement and Declaration of Trust and Bylaws of the Trust and the
objectives and policies of the Fund, as set forth in the current
Registration Statement of the Trust filed with the SEC and any
applicable federal and state laws, and other policies which the
Trustees of the Trust or the Manager may furnish to the Sub-Adviser.
The Sub-Adviser shall make its officers and employees available to the
Manager from time to time at reasonable times to review investment
policies of the Fund and to consult with the Manager regarding the
investment affairs of the Fund. In the performance of its duties
hereunder, the Sub-Adviser is and shall be an independent contractor
and, unless otherwise expressly provided or authorized, shall have no
authority to act for or represent the Trust in any way or otherwise be
deemed to be an agent of the Trust.
(b) The Sub-Adviser, at its expense, will furnish (i) all investment and
management facilities, including salaries of personnel necessary for
it to perform the duties set forth in this Agreement, and (ii)
administrative facilities, including clerical personnel and equipment
necessary for the conduct of the investment affairs of the Fund
(excluding brokerage expenses and pricing and bookkeeping services).
(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio investments for the Sub-Adviser's Portion with issuers,
brokers or dealers selected by the Sub-Adviser which may include
brokers or dealers affiliated with the Sub-Adviser. In the selection
of such brokers or dealers and the placing of such orders, the
Sub-Adviser always shall seek best execution (except to the extent
permitted by the next sentence hereof), which is to place portfolio
transactions where the Fund can obtain the most favorable combination
of price and execution services in particular transactions or provided
on a continuing basis by a broker or dealer, and to deal directly with
a principal market maker in connection with over-the-counter
transactions, except when it is believed that best execution is
obtainable elsewhere. Subject to such policies as the Trustees may
determine, the Sub-Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Trust to pay a
broker or dealer that provides brokerage and research services an
amount of commission for effecting a portfolio investment transaction
in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Sub-Adviser
determines in good faith that such excess amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either
that particular transaction or the overall responsibilities of the
Sub-Adviser and its affiliates with respect to the Trust and to other
clients of the Sub-Adviser as to which Sub-Adviser or any affiliate of
the Sub-Adviser exercises investment discretion.
2. OTHER AGREEMENTS
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and that
the Sub-Adviser and any person controlled by or under common control with
the Sub-Adviser may have an interest in the Trust. It is also understood
that the Sub-Adviser and persons controlled by or under common control with
the Sub-Adviser have and may have advisory, management service or other
contracts with other organizations and persons, and may have other
interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER
The Manager will pay to the Sub-Adviser as compensation for the
Sub-Adviser's services rendered a fee, determined as described in Schedule
A which is attached hereto and made a part hereof. Such fee shall be paid
by the Manager and not by the Trust. In addition, it is agreed that all
brokerage commissions, taxes, charges and other costs incident to the
purchase and sale of securities shall be charged to and paid from the Fund.
4. AMENDMENTS OF THIS AGREEMENT
This Agreement (including Schedule A attached hereto) shall not be amended
as to any Fund unless such amendment is approved at a meeting by the
affirmative vote of a majority of the outstanding voting securities of the
Fund, if such approval is required under the Investment Company Act of
1940, as amended ("1940 Act"), and by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the
Trustees who are not interested persons of the Trust or of the Manager or
of the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT
This Agreement shall be effective as of the date executed, and shall remain
in full force and effect as to each Fund continuously thereafter, until
terminated as provided below:
(a) Unless terminated as herein provided, this Agreement shall remain in
full force and effect through May 30, 2005 and shall continue in full
force and effect for successive periods of one year thereafter, but
only so long as such continuance is specifically approved at least
annually (i) by the Trustees or by the affirmative vote of a majority
of the outstanding voting securities of the Fund, and (ii) by a vote
of a majority of the Trustees who are not interested persons of the
Trust or of the Manager or of any Sub-Adviser, by vote cast in person
at a meeting called for the purpose of voting on such approval;
provided, however, that if the continuance of this Agreement is
submitted to the shareholders of the Fund for their approval and such
shareholders fail to approve such continuance of this Agreement as
provided herein, the Sub-Adviser may continue to serve hereunder in a
manner consistent with the 1940 Act and the rules and regulations
thereunder.
(b) This Agreement may be terminated as to any Fund without the payment of
any penalty by the Manager, subject to the approval of the Trustees,
by vote of the Trustees, or by vote of a majority of the outstanding
voting securities of such Fund at any annual or special meeting or by
the Sub-Adviser, in each case on sixty days' written notice.
(c) This Agreement shall terminate automatically, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Agreement with the Manager shall have terminated for any
reason.
6. CERTAIN DEFINITIONS
For the purposes of this Agreement, the "affirmative vote of a majority of
the outstanding voting securities" means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more
of the shares of the Fund present (in person or by proxy) and entitled to
vote at such meeting, if the holders of more than 50% of the outstanding
shares of the Fund entitled to vote at such meeting are present in person
or by proxy, or (b) of the holders of more than 50% of the outstanding
shares of the Fund entitled to vote at such meeting, whichever is less.
For the purposes of this Agreement, the terms "control", "interested
person" and "assignment" shall have their respective meanings defined in
the 1940 Act and rules and regulations thereunder, subject, however, to
such exemptions as may be granted by the SEC under said Act; the term
"specifically approve at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder; and
the term "brokerage and research services" shall have the meaning given in
the Securities Exchange Act of 1934 and the rules and regulations
thereunder.
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For purposes of this Agreement, "AIT Sub-Adviser" means an investment
adviser, as defined in Section 2(a)(20)(B) of the 1940 Act, for a series of
the Trust other than the Manager.
7. NON-LIABILITY OF SUB-ADVISER
The Sub-Adviser shall be under no liability to the Trust, the Manager or
the Trust's Shareholders or creditors for any matter or thing in connection
with the performance of any of the Sub-Adviser's services hereunder or for
any losses sustained or that may be sustained in the purchase, sale or
retention of any investment for the Funds of the Trust made by it in good
faith; provided, however, that nothing herein contained shall be construed
to protect the Sub-Adviser against any liability to the Trust by reason of
the Sub-Adviser's own willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder.
8. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
A copy of the Trust's Agreement and Declaration of Trust is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed by the Trustees as Trustees and not
individually and that the obligations of this instrument are not binding
upon any of the Trustees, officers or shareholders individually but are
binding only upon the assets and property of the appropriate Fund.
9. DISCLOSURE
Neither the Manager nor the Fund shall, without the prior written consent
of the Sub-Adviser, make representations regarding or reference to the
Sub-Adviser or any affiliates in any disclosure document, advertisement,
sales literature or other promotional materials.
10. DELEGATION TO THIRD PARTIES
Except where prohibited by applicable law or regulation, the Sub-Adviser
may delegate or may employ a third party to perform any accounting,
administrative, reporting and ancillary services required to enable the
Sub-Adviser to perform its functions under this Agreement. The Sub-Adviser
will promptly notify the Manager of any such delegation of services to a
third-party, with such notification including a description of the type of
services to be provided to the Fund by the third-party and, upon reasonable
request, will provide the Manager with supplemental information regarding
the delegation of such duties to a third-party. Notwithstanding any other
provision of the Agreement, the Sub-Adviser may provide information about
the Manager and the Fund to any such third party for the purposes of this
paragraph, provided that the third party is subject to a confidentiality
agreement that specifically prevents the misuse of any such information,
including portfolio holdings. The Sub-Adviser will act in good faith and
with due diligence in the selection, use and monitoring of third parties
and shall be solely responsible for any loss, mistake, negligence or
misconduct caused by such third party.
11. TRADE SETTLEMENT AT TERMINATION
Termination will be without prejudice to the completion of any transaction
initiated by the Sub-Adviser in accordance with the terms hereof prior to the
effective date of the termination. On, or after, the effective date of
termination, the Manager and Sub-Adviser agree to work cooperatively to complete
any such transactions in accordance with the terms hereof.
12. CONFIDENTIAL INFORMATION
(a) Neither the Manager, the Fund or the Sub-Adviser shall disclose
information of a confidential nature acquired in consequence of this
Agreement, except for information which they may be entitled or bound to
disclose by law, regulation or which is disclosed to their advisers where
reasonably necessary for the performance of their professional services or,
in the case of the Sub-Adviser, as permitted in accordance with the above
paragraph 10 (Delegation to Third Parties).
(b) Notwithstanding the provisions of 12(a), to the extent that any market
counterparty with whom the Sub-Adviser deals requires information relating
to the Fund (including, but not limited to, the identity of the Manager or
the Fund and market value of the Fund), the Sub-Adviser shall be permitted
to disclose such information to the extent necessary to effect transactions
on behalf of the Fund in accordance with the terms of this Agreement.
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13. INSTRUCTION TO CUSTODIAN
The Sub-Adviser shall not have control of the investments or cash in the
Fund but shall have authority to issue to the Fund's custodian such
instructions as it may consider appropriate in connection with the
settlement of any transaction relating to the Fund which it has initiated.
The Sub-Adviser will not be responsible for supervising the Fund's
custodian.
14. ANTI-MONEY LAUNDERING
Each of the Manager and the Fund acknowledge that the Fund is in
compliance, and will continue to comply, with all applicable anti-money
laundering regulations. Further, each of the Manager and the Fund agree to
provide any documentation or information the Sub-Adviser may reasonably
request for the purpose of complying with its own anti-money laundering
obligations.
15. TRANSACTIONS IN DERIVATIVES
The Fund is permitted to purchase, sell, hold and generally deal in and with
domestic or foreign derivatives in accordance with its policies and restrictions
as set forth in the current Registration Statement of the Trust filed with the
SEC and any applicable law.
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IN WITNESS WHEREOF, Allmerica Financial Investment Management Services, Inc. has
caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative and X.X. Xxxxxx Investment Management Inc. has caused
this instrument to be signed in duplicate on its behalf by its duly authorized
representative, all as of the day and year first above written.
Allmerica Financial Investment Management
Services, Inc.
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Title: President
X.X. Xxxxxx Investment Management Inc.
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Title: Vice President
Accepted and Agreed to as of the day and year first above written:
Allmerica Investment Trust
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Title: Vice President
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SCHEDULE A
The Manager will pay to the Sub-Adviser as full compensation for the
Sub-Adviser's services rendered, a fee computed daily and paid quarterly at an
annual rate based on the Sub-Adviser's Portion of the average daily net assets
of the Fund as described below:
Net Assets Fee Rate
---------- --------
First $25 Million .60%
Next $25 Million .50%
Next $50 Million .45%
Over $100 Million .30%
The average daily net assets of the Fund shall be determined by taking an
average of all of the determinations of net asset during each month at the close
of business on each business day during such month while this Agreement is in
effect.
The fee for each quarter shall be payable within ten (10) business days after
the end of the quarter.
If the Sub-Adviser shall serve for any period less than a full month, the
foregoing compensation shall be prorated according to the proportion which such
period bears to a full month.
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