Exhibit 11
Ropes & Gray
January 17, 2003
Allmerica Investment Trust, on behalf of its Select Growth Fund, Select
International Equity Fund, Equity Index Fund and Select Investment Grade
Income Fund series
440 Lincoln Street
Worcester, MA 01653
Ladies and Gentlemen:
You have requested our opinion in connection with the following Reorganizations:
1. The acquisition as contemplated by the Agreement and Plan of
Reorganization, dated as of January 7, 2003 (the "Strategic Growth
Agreement"), by and between Allmerica Investment Trust, a Massachusetts
business trust (the "Trust"), on behalf of its Select Strategic Growth Fund
series, and the Trust, on behalf of its Select Growth Fund series.
2. The acquisition as contemplated by the Agreement and Plan of
Reorganization, dated as of January 7, 2003 (the "Emerging Markets
Agreement"), by and between the Trust, on behalf of its Select Emerging
Markets Fund series, and the Trust, on behalf of its Select International
Equity Fund series.
3. The acquisition as contemplated by the Agreement and Plan of
Reorganization, dated as of January 7, 2003 (the "Growth and Income
Agreement"), by and between the Trust, on behalf of its Select Growth and
Income Fund series, and the Trust, on behalf of its Equity Index Fund
series.
4. The acquisition as contemplated by the Agreement and Plan of
Reorganization, dated as of January 7, 2003 (the "Aggressive Growth
Agreement"), by and between the Trust, on behalf of its Select Aggressive
Growth Fund series, and the Trust, on behalf of its Select Growth Fund
series.
5. The acquisition as contemplated by the Agreement and Plan of
Reorganization, dated as of January 7, 2003 (the "Strategic Income
Agreement," and, together with the Strategic Growth Agreement, Emerging
Markets Agreement,
Growth and Income Agreement and Aggressive Growth Agreement, the
"Agreements"), by and between the Trust, on behalf of its Select Strategic
Income Fund series (collectively with the Select Strategic Growth Fund,
Select Emerging Markets Fund, Select Growth and Income Fund and Select
Aggressive Growth Fund, the "Acquired Funds"), and the Trust, on behalf of
its Select Investment Grade Income Fund series (collectively with the
Select Growth Fund, Select International Equity Fund and Equity Index Fund,
the "Acquiring Funds").
Capitalized terms used herein but not defined shall have the meanings
ascribed to them in the Agreements.
In connection with this opinion, we have examined the executed copies of
each of the Agreements; copies of the resolutions adopted at the meeting of the
Trustees of the Trust held on January 7, 2003, as certified by the Secretary of
the Trust; the Amended Agreement and Declaration of Trust of the Trust, as
amended, on file in the offices of the Secretary of The Commonwealth of
Massachusetts (the "Declaration of Trust") and as certified by the Secretary of
the Trust; a copy of the By-laws of the Trust, as amended, as certified by the
Secretary of the Trust; and such other documents, certificates and records as we
have deemed necessary for the purpose of this opinion.
We have assumed the genuineness of the signatures on all documents examined
by us, the authenticity of all documents submitted to us as originals, and the
conformity to their corresponding originals of all documents submitted to us as
copies. We have also assumed that each of (i) the Registration Statement of the
Trust on Form N-14 as filed with the Securities Exchange Commission ("SEC") on
January 17, 2003 (the "Registration Statement"); and (ii) the joint
prospectus/proxy statement of the Acquired Funds and the Acquiring Funds,
relating to the meeting of the Trusts' shareholders to be held on March 27, 2003
to consider the Reorganizations (the "Prospectus/Proxy Statement"), complies and
complied at all relevant times with the Securities Act of 1933, as amended (the
"1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and the Investment Company Act of 1940, as amended (the "1940 Act").
We express no opinion as to the laws of any jurisdiction other than The
Commonwealth of Massachusetts and the United States of America. Further, we
express no opinion as to the state securities or blue sky laws of any
jurisdiction, including The Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Trust is a duly formed and validly existing unincorporated
voluntary association with transferable shares existing under and by virtue
of the laws of The Commonwealth of Massachusetts and has the power to own
all of its properties and to carry on its business as presently conducted.
2. The Reorganization Shares are duly authorized and upon delivery to
each Acquired Fund as provided for by the relevant Agreement will be
validly issued,
fully paid and nonassessable by the Trust and each Acquiring Fund and no
shareholder of an Acquiring Fund has any preemptive right to subscription
or purchase in respect thereof.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of the Trust could, under
certain circumstances, be held personally liable for the obligations of the
Trust. However, the Declaration of Trust disclaims shareholder liability for
acts or obligations of the Trust and requires that the notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust. The Declaration of Trust provides for indemnification out of the
property of each of the Acquiring Funds for all loss and expense of any
shareholder held personally liable for the obligations of the Trust solely by
reason of being or having been a shareholder of such Acquiring Fund. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which an Acquiring Fund itself would be
unable to meet its obligations.
We hereby consent to the filing of a copy of this opinion with the SEC as
an exhibit to the Registration Statement.
This opinion is furnished by us solely for your benefit and, except as
expressly consented to by us in writing, may not be relied upon by any other
entity or individual.
Very truly yours,
/s/ Ropes & Gray
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Ropes & Gray