FORM OF EXHIBIT 5(d)
SUB-ADVISER AGREEMENT
SUB-ADVISER AGREEMENT executed as of __________, 1998 between ALLMERICA
FINANCIAL INVESTMENT MANAGEMENT SERVICES, INC., a corporation organized and
existing under the laws of the Commonwealth of Massachusetts, (the "Manager")
and X. XXXX PRICE ASSOCIATES, INC. (the "Sub-Adviser"), a corporation organized
and existing under the laws of the state of Maryland.
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 Select Capital Appreciation 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 Fund 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 by notice 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 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 require, and
consistent with the requirements of Section 28(e) of the
Securities and Exchange Act of 1934, as amended, 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.
Nothing contained in this Agreement shall limit or restrict the freedom
of the Sub-Adviser, or any affiliated person thereof, to render
investment management and corporate administrative services to other
investment counsel or to other persons, firms, or corporations, or to
engage in any other business activities.
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.
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4. MATERIAL TO BE FURNISHED TO SUB-ADVISER
During the term of this Agreement, the Manager shall furnish
the Sub-Adviser with any further documents, materials or information that the
Sub-Adviser may reasonably request to enable it to perform its duties pursuant
to this Agreement. The Manager shall furnish to the Sub-Adviser at its principal
office all prospectuses, proxy statements, reports to shareholders, advertising
and sales literature, or other material prepared for distribution to
shareholders of the Fund or the public, which refer to the Sub-Adviser or its
clients in any way, prior to the use thereof, and the Manager shall not use any
such material if the Sub-Adviser reasonably objects in writing seven business
days (or such other time as may be mutually agreed) after receipt thereof. The
Manager shall take reasonable steps to see that material prepared by employees
or agents of the Manager or its affiliates that refer to the Sub-Adviser or its
clients in any way are consistent with those materials previously approved by
the Sub-Adviser as referenced in the preceding sentence.
5. 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 in
persons of the Trust or of the Manager or of the Sub-Adviser.
6. 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 or pursuant to any
applicable requirements of the 1940 Act or regulations
promulgated thereunder, this Agreement shall remain in full
force and effect for a period of two years from the date
hereof 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.
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(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 "X. Xxxx Price" or "X. Xxxx Price
Associates, Inc." in materials relating to the Fund except as
may be required by the 1940 Act and the rules and regulations
thereunder.
7. CERTAIN DEFINITIONS
For the purpose 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 the 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.
8. 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 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.
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9. 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 Financial Investment Management Services, Inc. has
caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative and X. Xxxx Price Associates, Inc. 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:
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Title:
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X. XXXX PRICE ASSOCIATES, INC.
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
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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 Fund as described
below:
FUND FEE RATE
Select Capital Appreciation Fund 0.50%
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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