EXHIBIT 5(k)
SUB-ADVISER AGREEMENT
SUB-ADVISER AGREEMENT executed as of December 31, 1996
between Allmerica Investment Management Company, Inc. (the
"Manager") and CRM Advisors, 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 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.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT
This Agreement shall be effective as of January 1, 1997,
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 "CRM Advisors, 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 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 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 CRM ADVISORS, 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.
By:
Its:
CRM ADVISORS, LLC
By:
Its:
Accepted and Agreed to as of the day and year first above
written:
ALLMERICA INVESTMENT TRUST
By:
Its:
SCHEDULE A
The Manager will pay to the Sub-Adviser as full compensation
for the Sub-Adviser's services rendered, a fee, computed and
paid quarterly at an annual rate of .50% of the average
daily net assets of the Fund. The fee for each quarter shall
be payable within ten (10) business days after the end of
the quarter.
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.
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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