Exhibit 4 (e)
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT executed as of April 30, 2004, between Allmerica
Financial Investment Management Services, Inc. (the "Manager") and GE Asset
Management Incorporated (the "Sub-Adviser") (the "Agreement").
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, supervision and direction of the
Trustees of Allmerica Investment Trust (the "Trust" or "AIT"), a
Massachusetts business trust, and any written guidelines adopted by the
Trustees or the Manager, the Sub-Adviser, at its expense, will furnish
continuously an investment program for the Select 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 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"), provided that the Manager provides reasonable
advance written notice of any change to the Sub-Adviser's Portion of
the Fund. The Sub-Adviser will make investment decisions on behalf of
the Sub-Adviser's Portion and will determine from time to time what
investments will be purchased, retained or sold for the Sub-Adviser's
Portion of the Fund and shall 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 this
Agreement and Declaration of Trust and Bylaws of the Trust and the
objectives and policies of the Fund, as set forth in the Trust's
currently effective registration statement under the 1940 Act, and any
amendments or supplements thereto ("Registration Statement") as filed
with the Securities and Exchange Commission ("SEC") and any applicable
federal and state laws. The Sub-Adviser 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 in
writing 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 currently
effective 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 in writing 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 with
respect to other clients of the Sub-Adviser as to which the
Sub-Adviser or any affiliate of the Sub-Adviser exercises investment
discretion. Subject to the Sub-Adviser's obligations to seek best
execution, the Manager agrees that the Sub-Adviser, in its sole
discretion, may place transactions on behalf of the Fund with any
broker-dealer, which is deemed to be an affiliate of the Manager, the
Sub-Adviser or with any other entity that serves as investment adviser
or sub-adviser to the Fund, or which is otherwise affiliated with the
Fund in accordance with the 1940 Act (the "Affiliated Broker-Dealers")
so long as such transactions are effected in conformity with the
requirements (including any applicable exemptions and administrative
interpretations set forth in Part II of the Sub-Adviser's Form ADV
Registration Statement on file with the Securities and Exchange
Commission ("Form ADV")) of Section 11(a)(1)(H) of the Securities
Exchange Act of 1934 (the "1934 Act") and any other applicable laws
and regulations. In all such dealings, the Affiliated Broker-Dealers
shall be authorized and entitled to retain any commissions,
remuneration or profits which may be made in such transactions and
shall not be liable to account for the same to the Manager or the
Trust.
(d) The Manager further authorizes the Sub-Adviser and the Affiliated
Broker-Dealers to execute agency cross transactions (the "Cross
Transactions") on behalf of the Fund. Cross
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Transactions are transactions, which may be effected by the Affiliated
Broker-Dealers acting for both the Trust and the counterparty to the
transaction. Cross Transactions enable the Sub-Adviser to purchase or
sell a block of securities for the Trust at a set price and possibly
avoid an unfavorable price movement that may be created through
entrance into the market with such purchase or sale order. As such,
the Sub-Adviser believes that Cross Transactions can provide
meaningful benefits for the Trust and its clients generally. The
Manager and the Trust should be aware, however, that in a Cross
Transaction an Affiliated Broker-Dealer will be receiving commissions
from both sides of the trade and, therefore, there is a potentially
conflicting division of loyalties and responsibilities. The Manager
may revoke, at any time, its authorization on behalf of the Fund for
the Sub-Adviser to execute cross transactions by written notice to the
Sub-Adviser.
(e) The Manager's administrator will provide daily capstock information
with respect to the Fund in a form reasonably satisfactory to the
parties hereto.
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.
3. SERVICES NOT EXCLUSIVE
It is 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. The services furnished by the
Sub-Adviser hereunder are not to be deemed exclusive, and except as the
Sub-Adviser may otherwise agree in writing, the Sub-Adviser shall be free
to furnish similar services to others so long as its services under this
Agreement are not impaired thereby. Nothing in this Agreement shall limit
or restrict the right of any director, officer or employee of the
Sub-Adviser, who may also be a trustee, officer or employee of the Trust,
to engage in any other business or to devote his or her time and attention
in part to the management or other aspects of any other business, whether
of a similar nature or a dissimilar nature.
4. 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.
5. EXPENSES
During the term of this Agreement, the Sub-Adviser will bear all
expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any other expenses
incurred by the Trust or the Manager.
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6. 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.
7. 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 the Sub-Adviser's Portion of the 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 the Sub-Adviser's Portion of
the 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.
8. 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.
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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 1934 Act and the rules and regulations thereunder.
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.
9. NON-LIABILITY OF SUB-ADVISER
(a) The Sub-Adviser, its officers and directors, and any person who
controls the Sub-Adviser within the meaning of Section 15 of the
Securities Act of 1933, as amended, shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Trust or
its shareholders or by the Manager in connection with the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
(b) In no event will the Sub-Adviser have any responsibility or liability
for any other series of the Trust, for any portion of the Trust not
managed by the Sub-Adviser or for the acts or omissions of any other
current, prior or interim adviser or sub-adviser to the Trust.
In particular, in the event the Sub-Adviser shall manage only a
portion of the Trust's investments, the Sub-Adviser shall have no
responsibility for the Trust's being in violation of any applicable
law or regulation or investment policy or restriction applicable to
the Trust as a whole or for the Trust's failing to qualify as a
regulated investment company under the Code, if the securities and
other holdings of the segment of the Trust managed by the Sub-Adviser
are such that such segment would not be in such violation or fail to
so qualify if such segment were deemed a separate series of the Trust
or a separate "regulated investment company" under the Code.
(c) In no event will the Sub-Adviser have any responsibility or liability
for any investment transactions recommended or effected before the
effective date of this Agreement, or for any violations or alleged
violations of applicable law and regulation or investment policy or
restriction applicable to the Trust to the extent caused by the
Manager's failure to provide timely written information as set forth
in Section 13 below or to the extent caused by an Affiliated
Broker-Dealer's failure to comply with the requirements of Section
11(a)(1)(H) of the 1934 Act.
Nothing in this section shall be deemed a limitation or waiver of any
obligation or duty that may not by law be limited or waived.
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10. 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.
11. REPRESENTATIONS OF THE MANAGER AND SUB-ADVISER
The Manager and Sub-Adviser each represent, warrant and agree that each of
them: (i) are registered as an investment adviser under the Advisers Act and
will continue to be so registered for so long as this Agreement remains in
effect; (ii) are not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii) have met, and will
seek to continue to meet for so long as this Agreement remains in effect, any
other applicable federal or state requirements, or the applicable requirements
of any regulatory or industry self-regulatory agency, necessary to be met in
order to perform the services contemplated by this Agreement; (iv) have the
authority to enter into and perform the services contemplated by this Agreement
and the execution, delivery and performance by the Manager and Sub-Adviser of
this Agreement does not contravene or constitute a default under any agreement
binding upon either party; (v) have the authority to enter into this Agreement
and the Manager has the authority to appoint the Sub-Adviser as an investment
sub-adviser to perform the services contemplated by this Agreement; (vi) will
promptly notify the other party of the occurrence of any event that would
disqualify either party from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.
12. FURTHER DUTIES
(a) The Manager agrees to provide to the Sub-Adviser copies of the Trust's
Trust Instrument, By-Laws, Registration Statement, written
instructions and directions of the Trustees and the Manager, and any
amendments or supplements to any of these materials as soon as
practicable after such materials become available; and further agrees
to identify to the Sub-Adviser in writing any investments that are
restricted or prohibited by the Fund, including those issued by
entities that are affiliated persons as defined in the 1940 Act, and
any broker-dealers, which are affiliated with the Manager (in addition
to the Manager itself), or with any entity other than the Sub-Adviser
that serves as investment adviser, sub-adviser or principal
underwriter to the Fund.
(b) The Manager and the Sub-Adviser agree that neither of them nor any of
their affiliates, will in any way refer directly or indirectly to
their relationship with one another or any of their respective
affiliates in offering, marketing or other promotional materials
without the express consent of the other, which consent will be
promptly provided and not unreasonably withheld. Any offering,
marketing or promotional material submitted for approval will be
deemed to be "consented to" if a response is not received within 15
days of receipt of the material by a party.
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13. GOVERNING LAW
This Agreement shall be construed in accordance with the 1940 Act and the
laws of the State of Massachusetts, without giving effect to the conflicts of
laws principles thereof. To the extent that the applicable laws of the State of
Massachusetts conflict with the applicable provisions of the 1940 Act, the
latter shall control.
14. NOTICES
Any notice herein required is to be in writing and is deemed to have been
given to the Sub-Adviser or the Manager upon receipt of the same at their
respective addresses set forth below. All written notices required or permitted
to be given under this Agreement will be delivered by personal service, by
postage mail return receipt requested or by facsimile machine or a similar means
of same delivery which providers evidence of receipt (with a confirming copy by
mail as set forth herein). All notices provided to the Manager will be sent to
the attention of Counsel, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000.
All notices provided to the Sub-Adviser will be sent to the attention of Xxxx
Xxxxxxx, Senior Vice-President, General Counsel - Asset Management Services, GE
Asset Management Incorporated. 0000 Xxxxxx Xxxxxx X.X. Xxx 000000 Xxxxxxxx, XX
00000. Facsimile: 000-000-0000.
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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 GE Asset Management Incorporated 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
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GE Asset Management Incorporated
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Title: Chief Commercial Officer
------------------------------------
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 0.60 %
Next $25 Million 0.55 %
Next $25 Million 0.45 %
Next $25 Million 0.40 %
Over $100 Million 0.245 %
The average daily net assets of the Fund shall be determined by taking an
average of all of the determinations of net assets 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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