Exhibit 4(g)
AMENDED SUB-ADVISER AGREEMENT
AMENDED SUB-ADVISER AGREEMENT executed as of June 1, 2003, between Allmerica
Financial Investment Management Services, Inc. (the "Manager") and UBS Global
Asset Management (Americas) 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 Core 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. 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 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 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 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
14
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 (a) 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, and (b) is signed by the Manager and 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 continue in
full force and effect for successive periods of one year, 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
15
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.
For the 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
The Manager acknowledges receipt of the Sub-Adviser's Form ADV, Part II,
more than forty-eight (48) hours prior to execution of this Agreement.
10. PROXY VOTING
The Manager delegates to the Sub-Adviser and the Sub-Adviser shall have the
responsibility and authority to vote proxies solicited by, or with respect
to, the issuers of securities held in the Sub-Adviser's Portion of the
Fund, subject to the oversight of the Trust's Board of Trustees and Manager
and the right of the Manager to terminate at any time such delegation of
responsibility and authority to vote proxies. The Manager shall cause the
Trust's custodian to forward to the Sub-Adviser all applicable proxy
solicitation materials that it receives.
16
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 UBS Global Asset Management (Americas) Inc. has
caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative, all as of the dates written below.
Allmerica Financial Investment Management
Services, Inc.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------
Title: President
Date: August 5, 2003
UBS Global Asset Management (Americas) Inc.
By: Xxxxx Xxxxxxx
---------------------------------------
Title: Managing Director
Date: August 1, 2003
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Title: Managing Director
Date: August 4, 2003
Accepted and Agreed to as of the day and year first above written:
ALLMERICA INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
Date: August 5, 2003
17
SCHEDULE A
For purposes of calculating fees under this Amended Sub-Adviser Agreement, the
assets of the Sub-Adviser's Portion of the Fund shall be aggregated with the
portion of the assets of any other affiliated accounts of the Manager managed by
the Sub-Adviser in a similar investment mandate (together, the "Aggregated
Assets"). The "Aggregated Assets" will be applied to the following schedule and
the resulting fee shall be prorated back to the Fund and other affiliated
accounts accordingly.
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 Aggregated Assets,
under the following schedule:
NET ASSETS FEE RATE
---------- --------
First $10 million... 0.75%
Next $15 million.... 0.60%
Next $25 million.... 0.45%
Next $50 million.... 0.35%
Next $200 million... 0.25%
Next $300 million... 0.20%
Next $250 million... 0.17%
Over $850 million... 0.15%
The average daily net assets of the Aggregate Assets 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.
