Exhibit 8
ADMINISTRATION SERVICES AGREEMENT
between
ALLMERICA FINANCIAL INVESTMENT MANAGEMENT SERVICES, INC.,
ALLMERICA INVESTMENT TRUST
and
INVESTORS BANK & TRUST COMPANY
ADMINISTRATION SERVICES AGREEMENT
AGREEMENT made as of April 1, 1999 by and among ALLMERICA FINANCIAL
INVESTMENT MANAGEMENT SERVICES, INC., a Massachusetts corporation ("AFIMS"),
ALLMERICA INVESTMENT TRUST (the "Fund") and INVESTORS BANK & TRUST COMPANY, a
Massachusetts trust company (the "Bank").
WHEREAS, AFIMS serves as investment manager for the Fund, a registered
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of the separate portfolios listed on Appendix A hereto;
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and
WHEREAS, AFIMS desires to retain the Bank to render certain administrative
services to the Fund and the Bank is willing to render such services.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. Appointment.
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AFIMS hereby appoints the Bank to act as Administrator of the Fund on
the terms set forth in this Agreement. The Bank accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided.
2. Delivery of Documents.
----------------------
AFIMS has furnished the Bank with copies properly certified or
authenticated of each of the following:
(a) The Fund's incorporating or organizing documents filed with the
Commonwealth of Massachusetts on September 8, 1993 and all amendments thereto
(the "Articles");
(b) The Fund's by-laws and all amendments thereto (the "By-Laws");
(c) The Fund's agreements with all service providers which include
any investment advisory agreements, sub-investment advisory agreements, custody
agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(d) The Fund's most recent amendment to its Registration Statement on
Form N-1A (the "Registration Statement") under the Securities Act of 1933 and
under the 1940 Act; and
(e) The Fund's most recent prospectus and statement of additional
information (the "Prospectus"); and
(f) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for the Bank in the proper performance of its
duties hereunder.
Upon request, AFIMS will promptly furnish, or cause to be furnished
the Bank copies of all amendments of or supplements to the foregoing.
Furthermore, each party to this Agreement will notify the other promptly of any
matter which may materially affect the performance by the Bank of its services
under this Agreement.
Page 1
3. Duties of Administrator.
------------------------
Subject to the supervision and direction of the Board of Directors of
the Fund, the Bank, as Administrator, will assist in conducting various aspects
of the Fund's administrative operations and undertakes to perform the services
described in Appendix B hereto. The Bank may, from time to time, perform
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additional duties and functions which shall be set forth in an amendment to such
Appendix B executed by both parties. At such time, the fee schedule included in
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Appendix C hereto shall be appropriately amended.
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In performing all services under this Agreement, the Bank shall act in
conformity with the Fund's Articles and By-Laws and the 1940 Act and other laws
as applicable, as the same may be amended from time to time, and the investment
objectives, investment policies and other practices and policies set forth in
the Fund's Registration Statement, as the same may be amended from time to time.
Notwithstanding any item discussed herein, the Bank has no discretion over the
Fund's assets or choice of investments.
4. Duties of the Fund.
-------------------
(a) The Fund agrees to make its legal counsel available to the Bank
for instruction with respect to any matter of law arising in connection with the
Bank's duties hereunder, and the Fund further agrees that the Bank shall be
entitled to rely on such instruction without further investigation on the part
of the Bank.
5. Fees and Expenses.
------------------
(a) For the services to be rendered and the facilities to be
furnished by the Bank, as provided for in this Agreement, AFIMS will compensate
the Bank in accordance with the fee schedule attached as Appendix C hereto.
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Such fees do not include out-of-pocket disbursements (as delineated on the fee
schedule or other expenses with the prior approval of the Fund's management) of
the Bank for which the Bank shall be entitled to xxxx AFIMS separately and for
which AFIMS shall reimburse the Bank.
(b) The Bank shall not be required to pay any expenses incurred by
the Fund or AFIMS.
(c) This Agreement does not obligate the Fund to pay the Bank any
fees or disbursements as described under paragraph 5(a) above.
6. Limitation of Liability.
------------------------
(a) The Bank agrees to indemnify and hold AFIMS and its directors,
officers, employees, agents and representatives harmless from and against any
and all losses, damages, liabilities, claims, costs and expenses, including
reasonable attorneys' fees and expenses, resulting from any claim, demand,
action or suit arising out of the Bank's willful misfeasance, bad faith or gross
negligence in the performance of its obligations and duties under this
Agreement.
(b) AFIMS agrees to indemnify and hold the Bank and its directors,
officers, employees, agents and representatives harmless from and against any
and all losses, damages, liabilities, claims, costs, and expenses including
reasonable attorneys' fees and expenses, resulting from any claim, demand,
action or suit related to AFIMS's performance of, or failure to perform, its
obligations under this Agreement and not resulting from willful misfeasance, bad
faith or gross negligence of the Bank.
(c) The Bank may apply to AFIMS at any time for instructions and may
consult counsel for AFIMS, or its own counsel, Xxxxxx, Xxxxx and Xxxxxxx, and
with accountants and other experts with respect to any matter arising in
connection with its duties hereunder, and the Bank shall not be liable or
Page 2
accountable for any action taken or omitted by it in good faith in accordance
with such instruction, or with the opinion of such counsel, accountants, or
other experts. The Bank shall not be liable for any act or omission taken or
not taken in reliance upon any document, certificate or instrument which it
reasonably believes to be genuine and to be signed or presented by the proper
person or persons. The Bank shall not be held to have notice of any change of
authority of any officers, employees, or agents of the Fund until receipt of
written notice thereof has been received by the Bank from the Fund.
(d) In the event the Bank is unable to perform, or is delayed in
performing, its obligations under the terms of this Agreement because of acts of
God, earthquakes, fires, floods, storms or other disturbances of nature,
epidemics, strikes, riots, nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion,
fission or radiation, the interruption, loss or malfunction of utilities,
transportation or computers (hardware or software) and computer facilities, the
unavailability of energy sources and other similar happenings or events beyond
the reasonable control of the Bank, the Bank shall not be liable to the Fund or
AFIMS for any damages resulting from such failure to perform, delay in
performance, or otherwise from such causes. Notwithstanding the foregoing, the
Bank has and shall maintain appropriate back-up and disaster recovery facilities
and shall use it best efforts to provide all required information and services
hereunder to the Fund and AFIMS as soon as possible after any such delay in
performance.
7. Term and Termination of Agreement.
------------------------
(a) The term of this Agreement shall be three years commencing upon
the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this Agreement
shall automatically renew for successive one-year terms (each a "Renewal Term")
unless notice of non-renewal is delivered by the non-renewing party to the other
party no later than ninety days prior to the expiration of the Initial Term or
any Renewal Term, as the case may be.
(i) Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term or any Renewal Term in the event the other party
violates any material provision of this Agreement, provided that the non-
violating party gives written notice of such violation to the violating party
and the violating party does not cure such violation within 90 days of receipt
of such notice.
(ii) If a majority of the Fund's Board reasonably determines that
the performance of the Bank under this Agreement has been unsatisfactory,
written notice (the "Notice") of such determination setting forth the reasons
for such determination shall be provided to the Bank. Such determination shall
be based upon such information as the Fund's Board in its sole discretion elects
to consider, including the Bank's performance against the "Performance Goals"
(as defined below). In order to be effective, any Notice must be executed by two
officers of the Fund. The Bank shall, within sixty (60) days after receipt of
the Notice, either (i) correct the deficiencies listed in the Notice; or (ii)
renegotiate terms of this Agreement in a form satisfactory to the Fund. If the
conditions of the preceding sentence are not met within such sixty (60) day
period, the Fund may terminate this Agreement without additional action by the
Fund's Board upon an additional sixty (60) days written notice. For the purposes
of this Section, "Performance Goals" shall mean the performance goal criteria
mutually agreed between the parties. The parties agree to develop the initial
Performance Goals no later than June 30, 1999 and agree to periodically review
the Performance Goals for necessary updates due to changes in the nature or
scope of services provided hereunder.
Page 3
(b) At any time after the termination of this Agreement, the Fund or
AFIMS may, upon written request, have reasonable access to the records of the
Bank relating to its performance of its duties as Administrator.
8. Miscellaneous.
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(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to AFIMS or the Bank shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
To AFIMS:
Allmerica Financial Investment Management Services, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: President
With a copy to: Counsel
To the Fund:
Allmerica Investment Trust
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: President
With a copy to: Counsel
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxxxx X. X'Xxxxxxx, Director, Client Management
With a copy to: Xxxx X. Xxxxx, General Counsel
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other party.
(c) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.
(d) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
9. Confidentiality.
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All books, records, information and data pertaining to the business
of the other party which are exchanged or received pursuant to the negotiation
or the carrying out of this Agreement shall remain confidential, and shall not
be voluntarily disclosed to any other person, except as may be required in the
performance of duties hereunder or as otherwise required by law.
Page 4
10. Use of Name.
-----------
AFIMS shall not use the name of the Bank or any of its affiliates in
any prospectus, sales literature or other material relating to the Fund in a
manner not approved by the Bank prior thereto in writing; provided however, that
the approval of the Bank shall not be required for any use of its name which
merely refers in accurate and factual terms to its appointment hereunder or
which is required by the Securities and Exchange Commission or any state
securities authority or any other appropriate regulatory, governmental or
judicial authority; provided further, that in no event shall such approval be
----------------
unreasonably withheld or delayed.
11. Limitation of Liability. A copy of the Agreement and Declaration of
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Trust of the Fund is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed by or
on behalf of the Fund by the Trustees as Trustees or by the officers as officers
and not individually, and that the obligations of this Agreement are not binding
upon any of the Trustees, officers or shareholders of the Fund, but are binding
only upon the assets and property of the Fund. The parties hereto agree that no
shareholder, Trustee or officer of the Fund may be held personally liable or
responsible for any obligation of the Fund arising out of this Agreement.
(The remainder of this page intentionally left blank.)
Page 5
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
ALLMERICA INVESTMENT TRUST
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
ALLMERICA FINANCIAL INVESTMENT
MANAGEMENT SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
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Appendices
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Appendix A......................................... Portfolios
Appendix B......................................... Services
Appendix C......................................... Fee Schedule
Appendix A
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Portfolios
. Select Emerging Markets Fund
. Select Aggressive Growth Fund
. Select Capital Appreciation Fund
. Select Value Opportunity Fund
. Select International Equity Fund
. Select Growth Fund
. Select Strategic Growth Fund
. Growth Fund
. Equity Index Fund
. Select Growth and Income Fund
. Select Income Fund
. Investment Grade Income Fund
. Government Bond Fund
. Money Market Fund
Appendix B
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Services
Suggested Fund Auditor or
Function Investors Bank & Trust Allmerica Counsel
-------------------------------- ----------------------------------- ------------------------------- ---------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
--------------------------------
Monitor portfolio compliance in Perform tests of certain specific Continuously monitor portfolio A/C - Provide consultation
accordance with the current portfolio activity designed from activity and Fund operations in as needed on compliance
Prospectus and SAI. provisions of the Fund's Prospectus conjunction with 1940 Act, issues.
and SAI. Follow-up on potential Prospectus, SAI and any other
violations. applicable laws and regulations.
Monitor testing results and
approve resolution of compliance
Frequency: Daily issues.
Provide compliance summary Provide a report of compliance Review report. A/C - Provide consultation
package. testing results. as needed.
Frequency: Monthly
Perform asset diversification Perform asset diversification tests Continuously monitor portfolio A - Provide consultation
testing to establish at each tax quarter end. Follow-up activity in conjunction with as needed in establishing
qualification as a RIC and to on issues. IRS requirements. Review test positions to be taken in
meet requirements of Section results and take any necessary tax treatment of
817(h). action. Approve tax positions particular issues. Review
taken. quarter end tests on a
Frequency: Quarterly current basis.
Suggested Fund Auditor or
Function Investors Bank & Trust Allmerica Counsel
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
------------------------------------
Perform qualifying income testing to Perform qualifying income Continuously monitor A- Consult as needed on tax
establish qualification as a RIC. testing (on book basis portfolio activity in accounting positions to be
income, unless material conjunction with IRS taken. Review in conjunction
differences are anticipated) requirements. Review test with year-end audit.
on quarterly basis and as results and take any
may otherwise be necessary. necessary action. Approve
Follow-up on issues. tax positions taken.
Frequency: Quarterly
Prepare the Fund's annual expense Prepare preliminary expense Provide asset level
budget. Establish daily accruals. budget. Notify fund projections. Approve
accounting of new accrual expense budget.
rates.
Frequency: Annually
Monitor the Fund's expense budget. Monitor actual expenses Provide asset level C/A - Provide consultation as
updating budgets/expense projections quarterly. requested.
accruals. Provide vendor information
as necessary. Review expense
analysis and approve budget
revisions.
Frequency: Monthly
Suggested Fund Auditor
Function Investors Bank & Trust Allmerica or Counsel
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
------------------------------------
Receive and coordinate payment of fund Propose allocations of Approve invoices and
expenses. invoice among Funds and allocations of payments.
obtain authorized approval Send invoices to IBT in a
to process payment. timely manner.
Frequency: As often as necessary
Calculate periodic dividend rates to be Calculate amounts available Establish and maintain C - Review dividend
declared in accordance with management for distribution. Coordinate dividend and distribution resolutions in
guidelines. review by management and/or policies. Approve conjunction with Board
auditors. Notify custody and distribution rates per share approval.
transfer agent of authorized and aggregate amounts.
dividend rates in accordance Obtain Board approval when A - Review and concur
with Board approved policy. required. with proposed
Report dividends to Board as distributions
required.
Frequency: Quarterly/Annually
Suggested Fund Auditor
Function Investors Bank & Trust Allmerica or Counsel
------------------------------------ ------------------------------------------------------------------------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
-----------------------------------
Calculate total return information Provide total return Review total return
on Funds as defined in the current calculations. information.
Prospectus and SAI.
Frequency: Monthly
Prepare responses to major industry Prepare, coordinate as Identify the services to
questionnaires. necessary, and submit which the Funds report.
responses to the appropriate Provide information as
agency. requested.
Frequency: As often as necessary
Prepare disinterested trustee Form Summarize amounts paid to Provide social security
1099-Misc. trustees during the calendar numbers and current mailing
year. Prepare and mail Form address for trustees.
1099-Misc. Review and approve
Frequency: Annually information provided for
Form 1099-Misc.
Suggested Fund Auditor
Function Investors Bank & Trust Allmerica or Counsel
FINANCIAL REPORTING
------------------------------------ ------------------------------------------------------------------------------------------
Prepare financial information for Prepare selected portfolio Review financial
presentation to Fund Management and and financial information information.
Board of Directors. for inclusion in board
material.
Frequency: Quarterly
Coordinate the annual audit and Coordinate the creation of Provide past financial A - Perform audit and
semi-annual preparation and printing of templates reflecting statements and other issue opinion on
financial statements and notes with client-selected standardized information required to annual financial
management, fund accounting and the appearance and text of create templates, including statements.
fund auditors. financial statements and report style and graphics.
footnotes. Draft and manage Approve format and text as A/C - Review reports.
production cycle. Coordinate standard. Approve production
with IBT fund accounting the cycle and assist in managing
electronic receipt of to the cycle. Coordinate
portfolio and general ledger review and approval by
information. Assist in portfolio managers of
resolution of accounting portfolio listings to be
issues. Using templates, included in financial
draft financial statements, statements. Prepare
coordinate auditor and appropriate management
management review, and clear letter and coordinate
comments. Coordinate production of Management
printing of reports and Discussion and Analysis. Review
XXXXX conversion with and approve entire report. Make
outside printer and filing appropriate representations in
with the SEC via XXXXX. conjunction with audit.
Frequency: Annually/semi-annually
Suggested Fund Auditor
Function Investors Bank & Trust Allmerica or Counsel
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LEGAL
------------------------------------
Prepare and file Form N-SAR. Prepare form for filing. Provide appropriate responses. C - Review initial
Obtain any necessary Provide applicable Exhibits to filing. A - Provide
supporting documents. File attach to filing. Review and annual audit internal
with SEC via XXXXX. authorize filing. control letter to
accompany the annual
filing.
Frequency: Semi-annually
Assist the preparation and filing of Accumulate capital stock Review and approve capital A/C - Review
Form 24f-2 Notice. information. stock worksheet. informally when
requested
Frequency: Annually
Respond to regulatory audits. Compile and provide Coordinate with regulatory C - Provide
documentation pursuant to auditors to provide requested consultation as
Assist audit requests. client documentation and resolutions needed.
in resolution of audit to inquiries.
inquiries.
Frequency: As needed (at least annually)
Suggested Fund Auditor
Function Investors Bank & Trust Allmerica or Counsel
------------------------------------ ------------------------------------------------------------------------------------------
TAX
------------------------------------
Prepare income tax provisions. Calculate investment company Provide transaction A - Provide consultation as
taxable income, net tax information as requested. needed in establishing
exempt interest, net capital Identify Passive Foreign positions to be taken in tax
gain and spillback dividend Investment Companies treatment of particular
requirements. Identify (PFICs). Approve tax issues. Perform review in
book-tax accounting accounting positions to be conjunction with the
differences. Track required taken. Approve provisions. year-end audit.
information relating to
accounting differences.
Frequency: Annually
Suggested Fund Auditor
Function Investors Bank & Trust Allmerica or Counsel
------------------------------------ ------------------------------------------------------------------------------------------
TAX (CONT.)
------------------------------------
Calculate excise tax distributions Calculate required Provide transaction information A - Provide consultation
distributions to avoid as requested. Identify Passive as needed in establishing
imposition of excise tax. Foreign Investment Companies positions to be taken in
- Calculate capital (PFICs). Approve tax tax treatment of
gain net income and accounting positions to be particular issues.
foreign currency taken. Review and approve all Review and concur with
gain/loss through income and distribution proposed distributions
October 31. calculations, including per share.
- Calculate ordinary projected income and dividend
income and shares. Approve distribution
distributions rates per share and aggregate
through a specified amounts. Obtain Board approval
cut off date . when required.
- Project ordinary
income from cut off
date to December 31.
- Ascertain dividend
shares.
Identify book-tax accounting
differences. Track required
information relating to
accounting differences.
Coordinate review by
management and fund
auditors. Notify custody and
transfer agent of authorized
dividend rates in accordance
with Board approved policy.
Report dividends to Board as
required.
Frequency: Annually
Function Investors Bank & Trust Allmerica or Counsel
------------------------------------ ------------------------------------------------------------------------------------------
TAX (CONT.)
------------------------------------
Prepare tax returns Prepare excise and RIC tax returns. Review and sign tax return. A - Review and sign tax
return as preparer.
Frequency: Annually
Prepare Form 1099 Obtain yearly distribution Review and approve
information. Calculate 1099 information provided for
reclasses and coordinate with Form 1099.
transfer agent.
Frequency: Annually
Prepare other year-end tax-related Obtain yearly income distribution Review and approve
disclosures information. Calculate disclosures information provided.
(i.e., dividend received deductions,
foreign tax credits, tax-exempt
income, income by jurisdiction) and
coordinate with transfer agent.
Frequency: Annually
Appendix C
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Allmerica Investment Trust
--------------------------
Fee Schedule
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CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V. and
FUND ADMINISTRATION
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A. Domestic Custody, Fund Accounting, Calculation of N.A.V. and Fund
------------------------------------------------------------------
Administration
----------------
The following fees will apply to all assets for which Investors Bank
provides custody, fund accounting, calculation of N.A.V. and fund
administration. This
fee does not include transactions or global custody costs.
Annual Fee
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First $2 Billion of Net Assets 3.5 Basis Points
Next $2Billion of Net Assets 2.5 Basis Points
Assets in excess of $4 Billion 2.0 Basis Points
The yearly minimum fee for each fund is $75,000. Future funds in addition
to the 14 funds are subject to a $75,000 minimum fee.
B. Transactions
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. DTC/Fed Book Entry $ 8**
. Physical Securities 35
. Options and Futures 18
. GNMA Securities 30
. Principal Paydown 5
. Foreign Currency 18***
. Outgoing Wires 7
. Incoming Wires 5
** Assumes trade information is sent electronically to Investors Bank in the
ISITC/SWIFT format. Manual trades will be billed at $12.00 per trade. There
are no transaction charges for use of the Investors Bank Repo.
***There are no transaction charges for F/X contracts executed by Investors
Bank.
C. Foreign Subcustodian Fees
-------------------------
. Incremental basis point and transaction fees will be charged for all
foreign assets for which we are custodian. The asset based fees and
transaction fees vary by country, based upon the attached global
custody fee schedule. Local duties, script fees, registration,
exchange fees, and other market charges are out-of-pocket.
. Investors Bank will require the fund to hold all international assets
at the subcustodian of our choice.
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MISCELLANEOUS
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A. Out-of-Pocket
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. These charges consist of:
-Legal Expenses -Non Standard Extracts
-Printing, Delivery & Postage -Data Transmissions
-Third Party Review -Forms & Supplies
-Extraordinary Travel Expenses -Micro Rental
-Customized Systems Development/Reports -InvestView
-Pricing and Verification services
-Telecommunications
-Financial Statement Printing/Edgarization
-Support Equipment Rental
B. Domestic Balance Credit
-----------------------
. We allow use of balance credit against fees (excluding out-of-pocket
charges) for fund balances arising out of the custody relationship.
The credit is based on collected balances reduced by balances required
to support the activity charges of the accounts. The monthly earnings
allowance is equal to 75% of the 90-day T-xxxx rate.
C. Foreign Exchange, Cash Management and Securities Lending
--------------------------------------------------------
. This Fee Schedule assumes Investors Bank will perform foreign
exchange, cash management and security lending services for the
portfolios. Securities lending revenue is split with the portfolios
and Investors Bank on a 60/40% basis: 60% going to the portfolio.
Securities lending revenue to AIT is estimated to be $750,000 per year
based on current portfolios.
D. Payment
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. The above fees will be charged against the fund's custodian checking
account five business days after the invoice is mailed.
E. Systems
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. The details of any systems work will be determined after a thorough
business analysis. System's work will be billed on a time and material
basis. Investors Bank provides an allowance of 10 systems hours for
data extract set up and reporting extract set up. Additional hours
will be billed on a time and material basis.
F. Term
----
. The term of this Fee Schedule shall be three years commencing upon the
date of conversion of the Company's assets to the Bank (the "Initial
term").
* This fee schedule is valid for 90 days from the date of issue.
* This fee schedule is contingent on Investors Bank providing custody and
related services for the Allmerica Separate Accounts, Allmerica Securities
Trust and The Fulcrum Trust.
* This fee schedule is confidential between Investors Bank and the Allmerica
Investment Trust and shall not be disclosed to any third party without the
written consent of both parties.
