EXHIBIT 5(k)
FORM OF
SUB-ADVISER AGREEMENT
SUB-ADVISER AGREEMENT executed as of __________ between Allmerica
Investment Management Company, Inc. (the "Manager") and Xxxxxx Xxxxxxxxx
XxXxxxx, LLC (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 SMALL-MID CAP VALUE 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 will make investment decisions on behalf of the Funds and place all
orders for the purchase and sale of portfolio securities. 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 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 Fund 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.
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.
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5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT
This Agreement shall be effective as of ___________, 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 for a period of two years 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.
(d) In the event of termination of this agreement, the Fund will no
longer use the name "Xxxxxx Xxxxxxxxx XxXxxxx, Inc." or "Xxxxxx Xxxxxxxxx
XxXxxxx, LLC" 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 a 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
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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 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.
IN WITNESS WHEREOF, ALLMERICA INVESTMENT MANAGEMENT COMPANY, INC. has
caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative and Xxxxxx Xxxxxxxxx XxXxxxx, LLC 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 INVESTMENT MANAGEMENT
COMPANY, INC.
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By:
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Title:
XXXXXX XXXXXXXXX XXXXXXX, LLC
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By:
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Title:
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Accepted and Agreed to as of the day and year first above written:
ALLMERICA INVESTMENT TRUST
By:
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Title:
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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 of the average daily net assets of the Fund as described below:
NET ASSETS FEE RATE
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First $100 million 0.60%
Next $150 million 0.50%
Next $250 million 0.40%
Next $250 million 0.375%
Over $750 million 0.35%
The average daily net assets of the Fund shall be determined by taking an
average of all of the determinations of net asset value 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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