Exhibit 4(c)
SUB-ADVISER AGREEMENT
SUB-ADVISER AGREEMENT executed as of June 1, 2001, between Allmerica Financial
Investment Management Services, Inc. (the "Manager") and Massachusetts Financial
Services Company (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 Aggressive Growth
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 that 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. 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
laws and state securities 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 including, if requested by the Manager, managing 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 laws and state securities laws, and other policies
which the Trustees of the Trust or the Manager may furnish to the Sub-
Adviser. The Manager agrees to provide promptly to the Sub-Adviser a
copy of the documents and materials described above and all changes made
to such documents and materials together with other documents and
materials that the Sub-Adviser may reasonably request from time to time
for the purpose of performing the services to be rendered by the Sub-
Adviser pursuant to this Agreement. The Sub-Adviser agrees to provide
promptly to the Manager such information that the Manager may reasonably
request from time to time for the purpose of performing the services to
be rendered by the Manager pursuant to the Management Agreement. The
Sub-Adviser shall make its 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, 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. In addition, subject to seeking "best execution" and
compliance with any applicable federal laws and state securities laws,
the Sub-Adviser may also consider sale of shares of the Trust as a
factor in the selection of brokers and dealers.
On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as the other
clients of the Sub-Adviser, to the extent permitted by applicable laws
and regulations and in accordance with the investment objectives and
policies of the Fund, the Sub-Adviser may, but shall be under no
obligation to, aggregate the securities to be purchased or sold to
attempt to obtain a more favorable price or lower brokerage commissions
and efficient execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Sub-Adviser in the manner the Sub-Adviser
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considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to its other clients.
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.
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, 2002 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
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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.
(d) In the event of termination of this Agreement, the Fund will no longer
use the name "Massachusetts Financial Services Company," "MFS
Investment Management" or any other derivative thereof in materials
relating to the Fund except as may be required by the 1940 Act and the
rules and regulations thereunder.
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.
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
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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. MISCELLANEOUS
The Fund will not use the name "MFS", "Massachusetts Financial Services
Company" or any derivative thereof in materials relating to the Fund unless
approved prior thereto by the Sub-Adviser.
Notwithstanding the foregoing, Sub-Adviser approval is not required when:
(i) previously approved materials are re-issued with minor
modifications; or
(ii) the Manager and Sub-Adviser identify materials which they jointly
determine do not require Sub-Adviser approval.
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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 Massachusetts Financial Services Company 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
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Title: Vice President
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Massachusetts Financial Services Company
By: /s/ Xxxxxx X. Xxxxx
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Title: Senior Executive Vice President
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Accepted and Agreed to as of the day and year first above written:
ALLMERICA INVESTMENT TRUST
By: /s/ Xxx X. Xxxxx
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Title: Vice President
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SCHEDULE A
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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 average daily net assets of the Sub-Adviser's Portion
of the Fund as described below:
NET ASSETS FEE RATE
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First $150 million 0.425%
Next $450 million 0.40%
Over $600 million 0.35%
The average daily net assets of the Sub-Adviser's Portion 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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