Exhibit 4(b)
FORM OF
SUB-ADVISER AGREEMENT
SUB-ADVISER AGREEMENT executed as of __________, 2003 by and among Allmerica
Financial Investment Management Services, Inc. (the "Manager") Xxxxxxxx
Investment Management North America Inc. (the "Sub-Adviser"), and Xxxxxxxx
Investment Management North America Ltd. ("SIMNA Ltd.").
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 Emerging
Market 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 to the Sub-Adviser in writing. 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 its investment activities for 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.
(d) The Sub-Adviser may from time to time delegate to SIMNA Ltd. any or
all of the responsibilities of the Sub-Adviser hereunder; provided,
however, that the Sub-Adviser shall be liable under this Agreement for
any acts or omissions of SIMNA Ltd. to the same extent as if such acts
or omissions were committed by the Sub-Adviser itself.
(e) In addition to being registered as an investment adviser in the United
States, SIMNA Ltd. is regulated in the conduct of its investment
business in the United Kingdom by the Investment Management Regulatory
Organization Limited ("IMRO"). The Sub-Adviser and SIMNA Ltd. confirm
that the Trust is a Non-private Customer as defined by IMRO.
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 controlling, controlled by or under common control with the
Sub-Adviser, and that the Sub-Adviser and any person controlling,
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 controlling, 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. The Sub-Adviser shall compensate SIMNA
Ltd. for all reasonable direct and indirect costs associated with SIMNA
Ltd.'s performance of services hereunder. In no event shall SIMNA Ltd. be
entitled
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to any compensation hereunder from any person other than the Sub-Adviser
(including without limitation the Manager or 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, of the Manager, of the Sub-Adviser or of SIMNA Ltd.
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 remain in
full force and effect through May 30, 2003 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, of the Manager, of any Sub-Adviser or of SIMNA Ltd., 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 "Schroder", "Xxxxxxxx Investment Management North America
Inc." or "Xxxxxxxx Investment Management North America Ltd." in
materials relating to the Fund except as may be required by the 1940
Act and the rules and regulations thereunder.
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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 and SIMNA Ltd. 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 or
SIMNA Ltd.'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 them in good faith; provided, however, that
nothing herein contained shall be construed to protect the Sub-Adviser or
SIMNA Ltd. against any liability to the Trust by reason of the
Sub-Adviser's or SIMNA Ltd.'s own willful misfeasance, bad faith or gross
negligence in the performance of their duties or by reason of their
reckless disregard of their 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.
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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, Xxxxxxxx Investment Management North America Inc. has
caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative, and Xxxxxxxx Investment Management North America Ltd.
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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Xxxxxxxx Investment Management North America Inc.
By:
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Title:
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Xxxxxxxx Investment Management North America Ltd.
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: ______________________________________
Title: ______________________________________
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Exhibit 4(b)
Schedule A
Effective as __________, 2003
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 $50 million 0.80%
Next $50 million 0.70%
Over $100 million 0.60%
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.
