SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No.____)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
Allmerica Investment Trust
(Name of Registrant as Specified In Its Charter)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing registration statement number, or
the Form or Schedule and the date of its filing.
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
ALLMERICA INVESTMENT TRUST: SELECT AGGRESSIVE GROWTH FUND
440 LINCOLN STREET
WORCESTER, MA 01653
INFORMATION STATEMENT
On November 14, 2000, the Board of Trustees of Allmerica Investment Trust
(the "Trust") approved a new Sub-Adviser Agreement (the "New Sub-Adviser
Agreement") for the Select Aggressive Growth Fund (the "Fund") between
Allmerica Financial Investment Management Services, Inc. ("AFIMS"), the
Trust's investment manager, and Nicholas-Applegate Capital Management, L.P.
("NACM"), the Fund's Sub-Adviser, which became effective on January 31, 2001.
The New Sub-Adviser Agreement is the same in all substantive respects to the
previous Sub-Adviser Agreement (the "Previous Sub-Adviser Agreement"), dated
April 16, 1998, in effect between AFIMS and NACM with the exception of the
effective and termination dates. There is no change in the fees paid to NACM
and AFIMS.
AFIMS manages the business affairs of the Fund pursuant to a Management
Agreement (the "Management Agreement") dated April 16, 1998 between the Trust
and AFIMS. The Management Agreement provides that, subject to the requirements
of the Investment Company Act of 1940 (the "1940 Act") and the rules and
regulations thereunder, AFIMS at its expense may select and contract with a
sub-adviser or sub-advisers to manage the investments of one or more of the
Funds in the Trust. AFIMS previously selected NACM to manage the investments
of the Fund and such selection was re-approved by the Board of Trustees of the
Trust at its November 14, 2000 meeting.
Under an order received from the Securities and Exchange Commission, the
Trust and AFIMS are permitted to enter into and amend sub-advisory agreements
without receiving shareholder approval and are granted relief from certain
disclosure requirements regarding advisory fees paid to sub-advisers. The
Trustees of the Trust must approve such sub-advisory agreements, and the Fund
must provide specified information to Shareholders within 90 days of the
hiring of any new sub-adviser or the retention of a sub-adviser whose
ownership has changed significantly. This Information Statement is being
supplied to Shareholders to fulfill such information requirement and is being
mailed on or about February 19, 2001.
NO SHAREHOLDER VOTE WILL BE TAKEN WITH RESPECT TO THE MATTER DESCRIBED IN
THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
Background. NACM has served as Sub-Adviser of the Select Aggressive Growth
Fund since August 21, 1992. Effective January 31, 2001, NACM was acquired by
Allianz AG ("Allianz"), an insurance company headquartered in Germany. The
federal securities laws require that when there are certain changes in
ownership of a mutual fund's investment manager or sub-adviser, the fund's
agreement with the investment manager or sub-adviser automatically ends. If
the mutual fund wants the investment manager or sub-adviser to continue to
provide investment advisory services, the fund and the investment manager or
sub-adviser must enter into a new agreement. This federal securities law
requirement was triggered by the acquisition of NACM by Allianz. Therefore,
the Fund's Previous Sub-Adviser Agreement with NACM ended on the effective
date of the acquisition, January 31, 2001.
At the November 14, 2000 meeting, the Trustees were provided with financial
and other information about Allianz and the acquisition to assist them in
evaluating the terms of the New Sub-Adviser Agreement. At the meeting they
were also provided with performance information relating to NACM and
information about its investment strategy and current personnel. The Trustees
considered the terms of the New Sub-Adviser Agreement and the fact that it was
substantially the same as the Previous Sub-Adviser Agreement with NACM.
Both NACM and Allianz had given assurances that following the acquisition NACM
would continue to operate as a separate business entity under the same name
and would remain headquartered in San Diego. The Trustees noted that the
acquisition by Allianz was a potentially positive development for NACM. The
Trustees were given assurances that Arthur E. Nicholas, founder and managing
partner of NACM, would continue to direct the operations of the firm following
the acquisition as its chief executive officer. The Trustees considered the
fact that there would be no change in the advisory fees paid to AFIMS or the
sub-advisory fees paid to NACM. The Trustees concluded that entering into the
New Sub-Adviser Agreement was in the best interests of the Fund and its
investors. Upon completion of their review process, the Trustees voted
unanimously, with the "non-interested" Trustees voting separately after
conferring with their independent counsel, to approve the New Sub-Adviser
Agreement.
INFORMATION REGARDING NICHOLAS-APPLEGATE CAPITAL MANAGEMENT, L.P. AND ALLIANZ
AG
NACM was founded in 1984 and is located at 600 West Broadway, Suite 2900,
San Diego, CA 90017. The firm is registered as an investment adviser with the
Securities and Exchange Commission. Prior to the acquisition NACM was
controlled by Mr. Nicholas and now operates as a wholly-owned subsidiary of
Allianz. As of December 31, 2000, NACM had more than $35.2 billion in assets
under management. The firm manages the Fund using a model-driven investment
strategy. NACM typically invests in companies that, because of positive
developments affecting the company, offer the possibility of accelerating
earnings. NACM provides investment management services to employee benefit
plans of corporations, public retirement systems and unions, university
endowments, foundations and other institutional investors and individuals.
There are no other investment company funds similar to the Fund managed by
NACM. Exhibit A attached to this Information Statement lists the names and
addresses and ownership percentages of all parent companies of NACM following
the acquisition. All information about NACM and Allianz in this Information
Statement including Exhibits A and B has been provided by NACM.
Founded in 1890, Allianz is headquartered in Munich, Germany. Allianz and
its subsidiaries comprise the world's largest insurance group with business
operations in 77 countries around the globe. Allianz has a total of
approximately $690 billion in assets under management, after taking in account
the acquisition of NACM.
Principal Executive Officers and Directors of NACM
The table below lists the individuals who serve as principal executive
officers of NACM. There is no Board of Directors of NACM. The address for each
individual is 600 West Broadway, Suite 2900, San Diego, CA 90017. None serves
as an officer or Trustee of the Trust.
Name Principal Occupation
---- -------------------------------
Arthur E. Nicholas........................... Chief Executive Officer,
Managing Director
Catherine C. Somhegyi........................ Chief Investment Officer,
Global Equity
John J.P. McDonnell.......................... Chief Operating Officer
David Pavan.................................. Portfolio Manager for
U.S. Systematic Portfolios
John J. Kane................................. Senior Portfolio Manager for
U.S. Systematic Portfolios
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No arrangements or understandings made in connection with the New Sub-
Adviser Agreement exist between AFIMS, NACM and Allianz with respect to the
composition of the Board of Trustees of the Trust or with respect to the
selection or appointment of any person to any office with either NACM or the
Trust.
Description of the Previous Sub-Adviser Agreement and the New Sub-Adviser
Agreement
The Fund began operations on August 21, 1992. The Previous Sub-Adviser
Agreement was last submitted and approved by the Shareholders of the Fund at a
Special Meeting on August 15, 1997 for the purpose of approving an amended fee
schedule. It was last approved by the Trustees, including the Trustees who are
"non-interested", at a meeting of the Board of Trustees on May 15, 2000.
Except for different effective and termination dates, the terms of the New
Sub-Adviser Agreement are similar in all material respects to the terms of the
Previous Sub-Adviser Agreement, including the fee schedule.
For its services provided under the New Sub-Adviser Agreement, NACM will be
paid by AFIMS a fee computed daily and paid quarterly at an annual rate based
on the average daily net assets of the Fund as set forth below:
Assets Rate
------ ------
First $100 Million................................................. 0.60%
Next $150 Million.................................................. 0.50%
Next $250 Million.................................................. 0.40%
Next $250 Million.................................................. 0.375%
Over $750 Million.................................................. 0.35%
During the fiscal year ended December 31, 2000, AFIMS paid NACM $4,363,074
for its sub-advisory services pursuant to the Previous Sub-Adviser Agreement.
The New Sub-Adviser Agreement provides that NACM, as Sub-Adviser, in return
for its fee, will manage the investment and reinvestment of assets of the Fund
subject to the control and supervision of the Board of Trustees and in
accordance with the investment objective and policies of the Fund set forth in
the Trust's current registration statement and any other policies established
by the Board of Trustees or AFIMS. In this regard, it is the responsibility of
NACM to make investment decisions for the Fund and to place the Fund's
purchase and sale orders for investment securities. The New Sub-Adviser
Agreement states that NACM will provide at its expense all necessary
investment, management and administrative facilities, including salaries of
personnel needed to carry out its duties under the New Sub-Adviser Agreement,
but excluding brokerage expenses and pricing and bookkeeping services.
The New Sub-Adviser Agreement shall remain in full force and effect through
May 30, 2001 and shall continue in full force and effect for successive
periods of one year thereafter, but only so long as each such continuance is
specifically approved annually by the Board of Trustees, or by vote of the
holders of a majority of the Fund's outstanding voting securities, and by the
vote of a majority of the Trustees who are not "interested persons" of the
Trust, AFIMS, the Sub-Adviser, or any other sub-adviser to the Trust. The New
Sub-Adviser Agreement may be terminated at any time, without payment of any
penalty, by AFIMS, subject to the approval of the Trustees, by vote of the
Trustees, by vote of a majority of the outstanding voting securities of the
Fund, or by NACM in each case on 60 days' written notice. As required by the
1940 Act, the New Sub-Adviser Agreement will automatically terminate, without
the payment of any penalty, in the event of its assignment. It also will
terminate in the event that the Management Agreement between the Trust and
AFIMS shall have terminated for any reason.
The New Sub-Adviser Agreement provides that, in the absence of (i) willful
misfeasance, bad faith or gross negligence on the part of NACM, or (ii)
reckless disregard by NACM of its obligations and duties under the New Sub-
Adviser Agreement, it shall not be liable to the Trust, AFIMS or to any
Shareholder or creditor of the
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Trust, for any matter in connection with the performance of any of its
services under the New Sub-Adviser Agreement or for any good faith purchase or
sale of any investment made by it for the Trust.
OTHER INFORMATION
The shares of the Fund may be purchased only by separate accounts
established by First Allmerica Financial Life Insurance Company ("First
Allmerica") or Allmerica Financial Life Insurance and Annuity Company
("Allmerica Financial Life") for the purpose of funding variable annuity
contracts and variable life insurance policies issued by First Allmerica or
Allmerica Financial Life and by qualified pension and retirement plans. Both
First Allmerica and Allmerica Financial Life are wholly-owned subsidiaries of
Allmerica Financial Corporation ("AFC"), a publicly-traded Delaware holding
company for a group of affiliated companies, the largest of which is First
Allmerica, a life insurance company organized in Massachusetts in 1844. On
December 31, 2000, the Trustees and officers of the Trust, as a group,
beneficially owned less than 1% of the outstanding shares of the Fund.
Annual Report
The Trust will furnish, without charge, a copy of the most recent Annual
Report to the Shareholders of the Fund. Requests should be directed to the
Trust at 440 Lincoln Street, Worcester, Massachusetts 01653 or by calling 1-
800-828-0540.
Broker Commissions
During the fiscal year ended December 31, 2000, no commissions were paid to
brokers affiliated with NACM, AFIMS or the Fund.
Distributor, Administrator
Allmerica Investments, Inc. ("AII"), a wholly-owned subsidiary of AFC,
serves as the Distributor for the Trust. AII, AFIMS and AFC are located at 440
Lincoln Street, Worcester, MA 01653. Investors Bank & Trust Company, 200
Clarendon Street, Boston, MA 02116, serves as the Trust's administrator, fund
accountant and custodian.
February 16, 2001
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[LETTERHEAD]
February 19, 2001
Dear Contract/Policy Owner:
We are pleased to enclose an Information Statement regarding Nicholas-
Applegate Capital Management, L.P. ("NACM"), Sub-Adviser of the Select
Aggressive Growth Fund of the Trust which has been acquired by Allianz AG
("Allianz"), an insurance company headquartered in Germany. Now a wholly-owned
subsidiary of Allianz, NACM will continue to operate as a separate business
entity under the same name and will remain headquartered in San Diego. Arthur
E. Nicholas, founder and managing partner of NACM, will continue to direct the
operations of the firm.
Under federal securities laws, this transaction resulted in the automatic
termination of the current Sub-Adviser Agreement between Allmerica Financial
Investment Management Services, Inc. ("AFIMS"), the Manager of the Trust, and
NACM. The Board of Trustees, including a majority of the disinterested
Trustees, has approved a new Sub-Adviser Agreement between AFIMS and NACM, as
a subsidiary of Allianz, which became effective as of January 31, 2001
immediately upon the completion of the transaction. The new Sub-Adviser
Agreement is substantially the same as the old Sub-Adviser Agreement. There is
no change in the fees paid to NACM or AFIMS. Under an order received from the
Securities and Exchange Commission, AFIMS and the Trust are permitted to enter
into and amend sub-advisory agreements without a shareholder vote.
Please take a few minutes to read the Information Statement. It contains
additional information about NACM and Allianz, the terms of the new Sub-
Adviser Agreement and the factors that were considered by the Board of
Trustees in the decision to approve the new Sub-Adviser Agreement.
This action will not require you to send a proxy and we are not asking you
for a proxy. As always, please feel free to contact your financial
representative or us with any questions or comments you may have.
Sincerely,
/s/ Richard M. Reily
_____________________________________
Richard M. Reily
President