As filed with the Securities and Exchange Commission on or about February 24,
2003

File Nos. 811-4138 and 333-102568

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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM N-14
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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Pre-Effective Amendment No. 2 [X]
Post-Effective Amendment No. [_]

(Check appropriate box or boxes)

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Allmerica Investment Trust
(Exact Name of Registrant as Specified in Charter)

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440 Lincoln Street
Worcester, Massachusetts 01653
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (800) 855-1000

George M. Boyd
Allmerica Financial Investment Management Services, Inc.
440 Lincoln Street
Worcester, Massachusetts 01653
(Name and Address of Agent for Service)

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Copies to:
Gregory D. Sheehan, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110

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Approximate Date of Proposed Public Offering: As soon as practicable after
the Registration Statement becomes effective under the Securities Act of 1933,
as amended.

It is proposed that this filing will become effective on March 23, 2003,
pursuant to Rule 488 under the Securities Act of 1933, as amended.

No filing fee is required because of reliance on Section 24(f) of the
Investment Company Act of 1940, as amended.

Title of Securities Being
Registered................ Shares of common stock, no par value, of the
Select Growth Fund, the Select International
Equity Fund, the Equity Index Fund and the Select
Investment Grade Income Fund, each a Series of
the Registrant

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ALLMERICA INVESTMENT TRUST
440 LINCOLN STREET
WORCESTER, MASSACHUSETTS 01653

Dear Life Insurance Policy and Annuity Contract Owners:

Allmerica Investment Trust (the "Trust") will hold a special meeting of
shareholders of the Select Strategic Growth Fund (the "Strategic Growth Fund"),
Select Emerging Markets Fund (the "Emerging Markets Fund"), Select Growth and
Income Fund (the "Growth and Income Fund"), Select Aggressive Growth Fund (the
"Aggressive Growth Fund"), and Select Strategic Income Fund (the "Strategic
Income Fund," and, collectively with the Strategic Growth Fund, Emerging
Markets Fund, Growth and Income Fund and Aggressive Growth Fund, the "Acquired
Funds") on Thursday, March 27, 2003 at 9:00 a.m. local time at 440 Lincoln
Street, Worcester, Massachusetts, 01653. At the meeting, shareholders of each
Acquired Fund will be asked to consider and approve an Agreement and Plan of
Reorganization whereby each Acquired Fund would be reorganized into part of
another series of the Trust (collectively, the "Acquiring Funds"). If each of
the Agreements and Plans of Reorganization is approved,

. The Strategic Growth Fund would merge with and into the Select Growth
Fund (the "Select Growth Fund");

. The Emerging Markets Fund would merge with and into the Select
International Equity Fund (the "International Equity Fund");

. The Growth and Income Fund would merge with and into the Equity Index
Fund (the "Equity Index Fund");

. The Aggressive Growth Fund would merge with and into the Select Growth
Fund and

. The Strategic Income Fund would merge with and into the Select
Investment Grade Income Fund (the "Investment Grade Income Fund").

A formal Notice of Special Meeting of Shareholders appears on the next page,
followed by the combined Prospectus/Proxy Statement, which explains in more
detail the proposals to be considered.

The acquisition of each of the Acquired Funds has been proposed by Allmerica
Financial Investment Management Services, Inc., the Funds' investment adviser
("Allmerica Financial"), as part of an overall plan of Allmerica Financial to
streamline the funds the Trust offers separate accounts ("Separate Accounts")
maintained by First Allmerica Financial Life Insurance Company and Allmerica
Financial Life Insurance and Annuity Company (the "Insurance Companies").
Allmerica Financial recommended the proposed reorganizations to the Trust's
Board of Trustees in light of the Insurance Companies' recent decision to cease
selling variable life insurance and variable annuity contracts to the public.

Like each of the Acquired Funds, each of the Acquiring Funds is currently
offered only to separate accounts ("Separate Accounts") of the Insurance
Companies and is advised by Allmerica Financial. The Strategic Growth Fund is
subadvised by TCW Investment Management Company and the Select Growth Fund is
subadvised by Putnam Investment Management, LLC. The Emerging Markets Fund is
subadvised by Schroder Investment Management North America Inc. and (effective
April 1, 2003) Schroder Investment Management North America Ltd. and the
International Equity Fund is subadvised by Bank of Ireland Asset Management
(U.S.) Limited. The Growth and Income Fund is subadvised by J.P. Morgan
Investment Management Inc. and the Equity Index Fund is subadvised by Opus
Investment Management, Inc. (formerly Allmerica Asset Management, Inc.). The
Aggressive Growth Fund is subadvised by both Massachusetts Financial Services
Company and Jennison Associates LLC and the Select Growth Fund is subadvised by
Putnam Investment Management, LLC. The Strategic Income Fund is subadvised by
both Western Asset Management Company and Western Asset Management Company
Limited and the Investment Grade Income Fund is subadvised by Opus Investment
Management, Inc. Please review the enclosed Prospectus/Proxy Statement for a
more detailed description of the proposed acquisition of each of the Acquired
Funds and the specific reasons each is being proposed.

Although you are not a direct shareholder of an Acquired Fund, as an owner
of a variable life insurance policy or variable annuity contract issued by
Separate Accounts of the Insurance Companies, you have the right to instruct
your Insurance Company how to vote at the meeting. You may give voting
instructions for the number of shares of the relevant Acquired Fund
attributable to your life insurance policy or annuity contract as of the close
of business on January 8, 2003.

YOUR VOTE IS IMPORTANT. PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED
INSTRUCTION FORM PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT
YOU PLAN TO BE PRESENT AT THE MEETING. YOU MAY STILL VOTE IN PERSON IF YOU
ATTEND THE MEETING.

Please take a few moments to review the details of the proposals. If you
have any questions regarding the acquisition of the Acquired Funds, please feel
free to call the contact number listed in the enclosed Prospectus/Proxy
Statement. We urge you to vote at your earliest convenience.

We appreciate your participation and prompt response in these matters and
thank you for your continued support.

Very truly yours,

John P. Kavanaugh
President

February 26, 2003

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 27, 2003

ALLMERICA INVESTMENT TRUST

To the Shareholders:

A Special Meeting of the shareholders of each of the Select Strategic Growth
Fund (the "Strategic Growth Fund"), Select Emerging Markets Fund (the "Emerging
Markets Fund"), Select Growth and Income Fund (the "Growth and Income Fund"),
Select Aggressive Growth Fund (the "Aggressive Growth Fund"), and Select
Strategic Income Fund (the "Strategic Income Fund," and, collectively with the
Strategic Growth Fund, Emerging Markets Fund, Growth and Income Fund and
Aggressive Growth Fund, the "Acquired Funds"), five series of Allmerica
Investment Trust (the "Trust"), will be held at 9:00 a.m. local time on
Thursday, March 27, 2003, at 440 Lincoln Street, Worcester, Massachusetts 01653
for these purposes:

1. To approve the Agreement and Plan of Reorganization providing for the
sale of all of the assets of the Strategic Growth Fund to, and the
assumption of all of the liabilities of the Strategic Growth Fund by,
the Select Growth Fund (the "Select Growth Fund"), another series of the
Trust, in exchange for shares of the Select Growth Fund, and the
distribution of such shares to the shareholders of the Strategic Growth
Fund, in complete liquidation of the Strategic Growth Fund.

2. To approve the Agreement and Plan of Reorganization providing for the
sale of all of the assets of the Emerging Markets Fund to, and the
assumption of all of the liabilities of the Emerging Markets Fund by,
the Select International Equity Fund (the "International Equity Fund"),
another series of the Trust, in exchange for shares of the International
Equity Fund, and the distribution of such shares to the shareholders of
the Emerging Markets Fund, in complete liquidation of the Emerging
Markets Fund.

3. To approve the Agreement and Plan of Reorganization providing for the
sale of all of the assets of the Growth and Income Fund to, and the
assumption of all of the liabilities of the Growth and Income Fund by,
the Equity Index Fund, another series of the Trust, in exchange for
shares of the Equity Index Fund, and the distribution of such shares to
the shareholders of the Growth and Income Fund, in complete liquidation
of the Growth and Income Fund.

4. To approve the Agreement and Plan of Reorganization providing for the
sale of all of the assets of the Aggressive Growth Fund to, and the
assumption of all of the liabilities of the Aggressive Growth Fund by,
the Select Growth Fund, another series of the Trust, in exchange for
shares of the Select Growth Fund, and the distribution of such shares to
the shareholders of the Aggressive Growth Fund, in complete liquidation
of the Aggressive Growth Fund.

5. To approve the Agreement and Plan of Reorganization providing for the
sale of all of the assets of the Strategic Income Fund to, and the
assumption of all of the liabilities of the Strategic Income Fund by,
the Select Investment Grade Income Fund (the "Investment Grade Income
Fund," and, collectively with the Select Growth Fund, International
Equity Fund and Equity Index Fund, the "Acquiring Funds"), another
series of the Trust, in exchange for shares of the Investment Grade
Income Fund, and the distribution of such shares to the shareholders of
the Strategic Income Fund, in complete liquidation of the Strategic
Income Fund.

6. To consider and act upon any other matters that properly come before the
meeting and any adjourned session of the meeting.

Only shareholders of record as of the close of business on January 8, 2003
will be entitled to notice of and to vote at the meeting and any adjournment
thereof. For proposals 1 through 5 above, only shareholders of the particular
Acquired Fund at issue will be allowed to vote on the proposal pertaining to
the merger of that particular Acquired Fund into its relevant Acquiring Fund.

George M. Boyd
Secretary

February 26, 2003

PROSPECTUS/PROXY STATEMENT February 26, 2003

ALLMERICA INVESTMENT TRUST

This Prospectus/Proxy Statement describes the following four investment
Funds of the Trust, an open-end diversified management investment company,
which serve as underlying investments for insurance related accounts.

Select Growth Fund

Select International Equity Fund

Equity Index Fund

Select Investment Grade Income Fund

This Prospectus/Proxy Statement explains what you should know about each of
the Funds. Please read it carefully before you invest. You should retain this
Prospectus/Proxy Statement for future reference.

A particular Fund may not be available under the variable annuity or
variable life insurance policy which you have chosen. The Prospectus of the
specific insurance product you have chosen will indicate which Funds are
available and should be read in conjunction with this Prospectus/Proxy
Statement. Inclusion in this Prospectus/Proxy Statement of a Fund which is not
available under your policy is not to be considered a solicitation.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this Prospectus/Proxy Statement is adequate or complete. Any representation to
the contrary is a criminal offense.

ALLMERICA
INVESTMENT
TRUST

440 Lincoln Street
Worcester, Massachusetts 01653
1-800-828-0540

PROSPECTUS/PROXY STATEMENT

February 26, 2003

Acquisition of the Assets and Liabilities of the Select Strategic Growth Fund,
Select Emerging Markets Fund, Select Growth and Income Fund, Select Aggressive
Growth Fund and Select Strategic Income Fund

ALLMERICA INVESTMENT TRUST
440 LINCOLN STREET
WORCESTER, MASSACHUSETTS 01653
(800) 828-0540

TABLE OF CONTENTS

I. Questions and Answers.................................................. 3

II. Proposal 1--Merger of the Strategic Growth Fund into the Select Growth
Fund.......................................................... 6

III. Proposal 2--Merger of the Emerging Markets Fund into the International
Equity Fund................................................... 14

IV. Proposal 3--Merger of the Growth and Income Fund into the Equity Index
Fund.......................................................... 22

V. Proposal 4--Merger of the Aggressive Growth Fund into the Select Growth
Fund.......................................................... 30

VI. Proposal 5--Merger of the Strategic Income Fund into the Investment
Grade Income Fund............................................. 37

VII. General Information.................................................... 45

Information About the Mergers.......................................... 45

Organization........................................................... 46

Shares to be Issued.................................................... 46

Federal Income Tax Consequences........................................ 47

Voting Information..................................................... 48

Costs of Mergers....................................................... 50

Appendix A--Form of Agreement and Plan of Reorganization.................... A-1

Appendix B--Capitalization.................................................. B-1

Appendix C--Management's Discussion of Fund Performance, Fund Return
Information and Financial Highlights.............................. C-1

Appendix D--Description of Principal Risks, Pricing of Fund Shares, Purchase
and Redemption of Shares, Distribution Fees, Distributions and
Taxes............................................................. D-1

Introduction

This Prospectus/Proxy Statement contains information that shareholders of
each of the Select Strategic Growth Fund (the "Strategic Growth Fund"), Select
Emerging Markets Fund (the "Emerging Markets Fund"), Select Growth and Income
Fund (the "Growth and Income Fund"), Select Aggressive Growth Fund (the
"Aggressive Growth Fund"), and Select Strategic Income Fund (the "Strategic
Income Fund," and, collectively with the Strategic Growth Fund, Emerging
Markets Fund, Growth and Income Fund and Aggressive Growth Fund, the "Acquired
Funds"), five series of Allmerica Investment Trust (the "Trust"), should know
before voting on the relevant following proposals:

1. The sale of all of the assets of the Strategic Growth Fund to, and the
assumption of all of the liabilities of the Strategic Growth Fund by, the
Select Growth Fund (the "Select Growth Fund"), another series of the Trust,
in exchange for shares of the Select Growth Fund, and the distribution of
such shares to the shareholders of the Strategic Growth Fund, in complete
liquidation of the Strategic Growth Fund (To be voted on by shareholders of
the Strategic Growth Fund only);

2. The sale of all of the assets of the Emerging Markets Fund to, and the
assumption of all of the liabilities of the Emerging Markets Fund by, the
Select International Equity Fund (the "International Equity Fund"), another
series of the Trust, in exchange for shares of the International Equity
Fund, and the distribution of such shares to the shareholders of the
Emerging Markets Fund, in complete liquidation of the Emerging Markets Fund
(To be voted on by shareholders of the Emerging Markets Fund only);

3. The sale of all of the assets of the Growth and Income Fund to, and
the assumption of all of the liabilities of the Growth and Income Fund by,
the Equity Index Fund, another series of the Trust, in exchange for shares
of the Equity Index Fund, and the distribution of such shares to the
shareholders of the Growth and Income Fund, in complete liquidation of the
Growth and Income Fund (To be voted on by shareholders of the Growth and
Income Fund only);

4. The sale of all of the assets of the Aggressive Growth Fund to, and
the assumption of all of the liabilities of the Aggressive Growth Fund by,
the Select Growth Fund, another series of the Trust, in exchange for shares
of the Select Growth Fund, and the distribution of such shares to the
shareholders of the Aggressive Growth Fund, in complete liquidation of the
Aggressive Growth Fund (To be voted on by shareholders of the Aggressive
Growth Fund only); and

5. The sale of all of the assets of the Strategic Income Fund to, and the
assumption of all of the liabilities of the Strategic Income Fund by, the
Select Investment Grade Income Fund (the "Investment Grade Income Fund,"
and, collectively with the Select Growth Fund, International Equity Fund and
Equity Index Fund, the "Acquiring Funds"), another series of the Trust, in
exchange for

shares of the Investment Grade Income Fund, and the distribution of such
shares to the shareholders of the Strategic Income Fund, in complete
liquidation of the Strategic Income Fund (To be voted on by shareholders of
the Strategic Income Fund only).

Proposals 1-5 above will be considered at a Special Meeting of Shareholders
of the Acquired Funds (the "Meeting"), which will be held at 9:00 a.m. local
time on March 27, 2003, at the offices of Allmerica Financial Investment
Management Services, Inc., 440 Lincoln Street, Worcester, Massachusetts 01653.
Please read this Prospectus/Proxy Statement and keep it for future reference.

The proposed mergers of the Acquired Funds into the Acquiring Funds are
referred to individually as a "Merger" and collectively as the "Mergers."
Shares of the Acquired and Acquiring Funds (each, a "Fund" and, collectively,
the "Funds") are currently offered only to separate accounts ("Separate
Accounts") established by First Allmerica Financial Life Insurance Company
("First Allmerica") or Allmerica Financial Life Insurance and Annuity Company
("Allmerica Financial Life" and, together with First Allmerica, the "Insurance
Companies"), subsidiaries of Allmerica Financial Corporation ("AFC"), a
publicly-traded Delaware holding company for a group of affiliated companies,
for the purpose of funding variable annuity contracts and variable life
insurance policies (such contracts and policies being referred to hereafter as
"Contracts") issued by First Allmerica or Allmerica Financial Life. Each
Insurance Company is the legal owner of shares of the Acquired Funds and has
the right to vote those shares at the Meeting. Although you are not a direct
shareholder of an Acquired Fund, as an owner of a variable life insurance
policy or variable annuity contract issued by Separate Accounts of the
Insurance Companies, you have the right to instruct your Insurance Company how
to vote at the Meeting. The address of each of the Insurance Companies and
Separate Accounts is 440 Lincoln Street, Worcester, Massachusetts 01653.

If the Mergers occur, your contract will be invested in shares of the
relevant Acquiring Fund. If the Agreement and Plan of Reorganization, the form
of which is attached hereto as Appendix A (the "Reorganization Agreement"), is
approved by the shareholders of the Acquired Funds and the relevant Mergers
occur, each Acquired Fund will transfer all of the assets and liabilities
attributable to its shares to the relevant Acquiring Fund in exchange for
shares of the Acquiring Fund. Each exchange, which will be effected on the
basis of the relative net asset values of the relevant Acquired and Acquiring
Funds, will be followed immediately by the distribution of the shares of the
relevant Acquiring Fund received by the relevant Acquired Fund to the
shareholders of such Acquired Fund in complete liquidation of the Acquired Fund.

Each Merger is not dependent upon the approval of any of other Merger. The
outcome of a Proposal will not be affected by the outcome of any other
Proposal. For example, if Proposal 1 is approved by shareholders of the
Strategic Growth Fund, that Fund will be reorganized into the Select Growth
Fund, regardless of whether the shareholders of the Aggressive Growth Fund
approve Proposal 4.

Please review the information about the Acquiring Funds in Appendix C of
this Prospectus/Proxy Statement. Appendix C contains information concerning the
Acquiring Funds' performance. The following documents have been filed with the
Securities and Exchange Commission (the "SEC") and are incorporated into this
Prospectus/Proxy Statement by reference:

. The Statement of Additional Information of the Trust, dated May 1, 2002,
as revised or supplemented from time to time.

. The Statement of Additional Information of the Trust relating to this
Prospectus/Proxy Statement, dated February 26, 2003.

For a free copy of the Funds' most recent Annual and Semi-Annual Reports or
any of the documents listed above relating to the Funds, please call
1-800-828-0540 or write to Allmerica Investment Trust at 440 Lincoln Street,
Worcester, Massachusetts 01653. Text-only versions of all the Funds' documents
can be viewed online or downloaded from the EDGAR database on the SEC's
internet site at www.sec.gov. You can review and copy information about each
Fund by visiting the following location, and you can obtain copies, upon
payment of a duplicating fee, by electronic request at the following e-mail
address: publicinfo@sec.gov, or by writing the Public Reference Room, U.S.
Securities and Exchange Commission, Washington, DC 20549-0102. Information on
the operation of the Public Reference Room may be obtained by calling (202)
942-8090.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS/PROXY STATEMENT IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

I. QUESTIONS AND ANSWERS

The following questions and responses provide an overview of key features of
the Mergers and of the information contained in this combined Prospectus/Proxy
Statement. Please review the full Prospectus/Proxy Statement prior to casting
your vote.

1. What is being proposed?

The Trustees of the Trust (the "Trustees") are recommending the following
Proposals:

1. The sale of all of the assets of the Strategic Growth Fund to, and the
assumption of all of the liabilities of the Strategic Growth Fund by, the
Select

Growth Fund, in exchange for shares of the Select Growth Fund, and the
distribution of such shares to the shareholders of the Strategic Growth
Fund, in complete liquidation of the Strategic Growth Fund;

2. The sale of all of the assets of the Emerging Markets Fund to, and the
assumption of all of the liabilities of the Emerging Markets Fund by, the
International Equity Fund, in exchange for shares of the International
Equity Fund, and the distribution of such shares to the shareholders of the
Emerging Markets Fund, in complete liquidation of the Emerging Markets Fund;

3. The sale of all of the assets of the Growth and Income Fund to, and
the assumption of all of the liabilities of the Growth and Income Fund by,
the Equity Index Fund, in exchange for shares of the Equity Index Fund, and
the distribution of such shares to the shareholders of the Growth and Income
Fund, in complete liquidation of the Growth and Income Fund;

4. The sale of all of the assets of the Aggressive Growth Fund to, and
the assumption of all of the liabilities of the Aggressive Growth Fund by,
the Select Growth Fund, in exchange for shares of the Select Growth Fund,
and the distribution of such shares to the shareholders of the Aggressive
Growth Fund, in complete liquidation of the Aggressive Growth Fund and

5. The sale of all of the assets of the Strategic Income Fund to, and the
assumption of all of the liabilities of the Strategic Income Fund by, the
Investment Grade Income Fund, in exchange for shares of the Investment Grade
Income Fund, and the distribution of such shares to the shareholders of the
Strategic Income Fund, in complete liquidation of the Strategic Income Fund.

If a Proposal is approved, each Insurance Company Separate Account that owns
shares of the relevant Acquired Fund will receive shares of the relevant
Acquiring Fund with an aggregate net asset value equal to the aggregate net
asset value of its Acquired Fund shares as of the business day before the
closing of the relevant Merger. As a result, your variable life insurance or
annuity contract will be invested in Acquiring Fund shares, rather than in
Acquired Fund shares, beginning at the closing of such Merger. Each of the
Mergers is currently scheduled to take place on or around April 30, 2003.

2. Why are the Mergers being proposed?

The Mergers are being proposed as part of a plan by Allmerica Financial
Investment Management Services, Inc. ("Allmerica Financial" or the "Manager")
to streamline the funds the Trust offers to Separate Accounts maintained by the
Insurance Companies. Allmerica Financial recommended the proposed mergers to
the Trust's Board of Trustees in light of the recent decision by the Insurance
Companies to suspend sales of proprietary variable annuity and variable life
insurance contracts to the public. The Board was informed that this development
would mean that the Funds' assets are unlikely to increase, and may decrease in
the future.

The Trustees recommend approval of the Mergers because the Mergers offer
shareholders of the Acquired Funds an investment in larger funds with similar
investment objectives and strategies and the potential for improved
efficiencies. In addition, each of the Mergers will result in a decrease in the
shareholder expenses of the Acquired Funds. Please review "Reasons for the
Merger" in the Proposals section of this Prospectus/Proxy Statement for a full
description of the factors considered by the Trustees with respect to each
particular Merger.

3. How do the management fees and expenses of the Funds compare and what are
they estimated to be following the Mergers?

All of the Funds share the same investment manager, Allmerica Financial. In
each case, total expenses borne by shareholders of the Acquired Funds will
decrease as a result of the Mergers. Please review "Fees and Expenses" in the
Proposals section of this Prospectus/Proxy Statement for a full description and
comparison of the management fees and other operating expenses of the Funds.

4. How do the investment objectives, strategies and policies of each of the
Acquired Funds and the relevant Acquiring Funds compare?

Generally, each of the Acquired Funds and its Acquiring Fund counterpart
have similar investment objectives and policies. All of the Funds have
identical fundamental investment restrictions. Please review "Investment
Objectives, Strategies and Policies" in the Proposals section of this
Prospectus/Proxy Statement for a full description and comparison of the
investment objectives, strategies and policies of each of the Funds.

5. How do the shares of the Acquiring Funds to be issued compare with shares
of the Acquired Funds if the Mergers occur?

Shares of all Funds are currently offered only to Separate Accounts of the
Insurance Companies. Only one class of shares is offered by each Fund. The
Mergers will not affect your rights under your variable life insurance or
annuity contract to purchase, redeem and exchange shares. Dividends and
distributions of each Fund are automatically reinvested in additional shares of
the respective Fund.

6. What are the federal income tax consequences of the Mergers?

Provided that the Contracts funded through Separate Accounts of the
Insurance Companies qualify as insurance policies or annuity contracts under
Section 72 of the Internal Revenue Code of 1986, as amended (the "Code") or
life insurance contracts under Section 7702(a) of the Code, the Mergers will
not create any tax liability for

owners of the Contracts. The Mergers are expected to be tax free for federal
income tax purposes. This means that no gain or loss will be recognized by any
Acquired Fund or its shareholders as a result of the Merger. The aggregate tax
basis of the Acquiring Fund shares received by the Acquired Fund shareholders
will be the same as the aggregate tax basis the Acquired Fund shareholders held
in their Acquired Fund shares immediately before the Merger. For more
information, please see "Taxes" in Appendix D and "Federal Income Tax
Consequences" in the General Information section of this Prospectus/Proxy
Statement.

7. Will each Merger be voted on separately?

Yes. Each Merger is the subject of a separate Proposal. Only shares of the
relevant Acquired Fund will be eligible to vote on each Proposal. The outcome
of a Proposal will not be affected by the outcome of any other Proposal. For
example, if Proposal 1 is approved by shareholders of the Strategic Growth
Fund, that Fund will be reorganized into the Select Growth Fund, regardless of
whether the shareholders of the Aggressive Growth Fund approve Proposal 4.

II. PROPOSAL 1:
MERGER OF THE STRATEGIC GROWTH FUND INTO THE SELECT GROWTH FUND

The Proposal

You are being asked to approve the Reorganization Agreement dated as of
January 7, 2003, between the Strategic Growth Fund and the Select Growth Fund.
The form of the Reorganization Agreement is attached as Appendix A to this
Prospectus/Proxy Statement. By approving the Reorganization Agreement, you are
approving the merger of the Strategic Growth Fund into the Select Growth Fund
under the Reorganization Agreement.

Investment Objectives, Strategies and Policies

How do the investment objectives, strategies and policies of the Strategic
Growth Fund and the Select Growth Fund compare?

The Strategic Growth Fund and the Select Growth Fund have similar primary
investment objectives. This table shows the current investment objectives of
each Fund and the primary investment strategies used to achieve each Fund's
investment objective:

Strategic Growth Fund Select Growth Fund
--------------------- ------------------

Investment Objective: Investment Objective:
long-term capital long-term growth of
appreciation capital by investing in a
diversified portfolio
consisting primarily of
common stocks selected on
the basis of their
long-term growth potential

Strategic Growth Fund Select Growth Fund
--------------------- ------------------

Primary Investment Primary Investment
Strategies: Strategies:

The Strategic Growth Fund The Select Growth Fund
seeks to achieve its seeks to achieve its
investment objective as investment objective as
follows: follows:

. The Fund invests . The Fund normally
(except when invests at least 65% of
maintaining a temporary its assets in common
defensive position) at stocks that the
least 65% of the value Sub-Adviser (Putnam
of its total assets in Investment Management,
equity securities LLC) believes have
issued by companies growth potential.
with market
capitalization, at the . The Fund may also
time of acquisition, purchase convertible
within the bonds and preferred
capitalization range of stocks and warrants.
the companies
comprising the S&P . While the Fund normally
Small Cap 600 Index. invests substantially
all of its investments
. The Fund focuses on in equity securities,
small, fast-growing it may invest up to 20%
companies that offer in debt securities
cutting-edge products, including up to 15% in
services or lower rated bonds,
technologies. commonly known as "junk
bonds."
. The Fund's Sub-Adviser
(TCW Investment . The Fund may invest up
Management Company) to 25% of its assets in
pursues a small-cap foreign securities (not
growth investment including its
philosophy, using investments in American
fundamental Depositary Receipts).
company-by-company
analysis in conjunction . The Fund looks for
with technical and companies that appear
quantitative market to have favorable
analysis. long-term growth
characteristics.
. The Fund may invest up
to 25% of its assets in . The Fund typically
foreign securities (not invests in stocks of
including investments mid and large
in American Depositary capitalization
Receipts). companies, although it
can also make
. The Fund may invest up investments in smaller
to 15% of its net growth companies.
assets in illiquid
securities. . The Fund may invest up
to 15% of its net
assets in illiquid
securities.

The most significant difference in the principal investment strategies of
the two Funds is that while the Strategic Growth Fund invests primarily in
small capitalization companies, the Select Growth Fund invests mostly in mid
and large capitalization companies. Accordingly, the Select Growth Fund's risk
profile will reflect reduced risk associated with investments in smaller
companies than that of the Strategic Growth Fund. However, the Select Growth
Fund may invest up to 35% of its assets in debt securities, including up to 15%
in "junk bonds" (although historically it has not invested significantly in
"junk bonds") and therefore is likely to be more subject to credit risk than
the Strategic Growth Fund.

The Funds have identical fundamental and non-fundamental investment
restrictions. For more information about these investment restrictions, see the
current Statement of Additional Information of the Funds, which is incorporated
by reference to this Prospectus/Proxy Statement. For information about the
pricing of Fund shares, purchase and redemption of Fund shares and
distributions by the Funds, please see Appendix D.

Principal Investment Risks

What are the principal investment risks of the Select Growth Fund, and how do
they compare with those of the Strategic Growth Fund?

The following table shows the principal risks of each of the Funds. Each of
these principal risks is described in greater detail in Appendix D.

Strategic Growth Fund Select Growth Fund
--------------------- ------------------

Company Risk
Company Risk

Currency Risk
Credit Risk

Derivatives Risk
Derivatives Risk

Foreign Investment Risk
Investment Management Risk

Investment Management Risk
Market Risk

Liquidity Risk

Market Risk

Technology Risk

Because the Funds have similar objectives, the principal risks associated
with each Fund are similar. Like the Strategic Growth Fund, the Select Growth
Fund invests primarily on the basis of its Sub-Adviser's judgments about the
growth potential of particular companies. Accordingly, the most significant
risk for each fund is Company Risk, the risk that fluctuations in the value of
individual securities owing to changes in a company's business conditions and
projections will adversely affect the value of the

Fund's investments.

Both Funds are subject to liquidity risk, although for varying reasons. The
Strategic Growth Fund is subject to liquidity risk because it invests heavily
in small capitalization companies and the technology industry, which is a
historically volatile investment sector. Since the Select Growth Fund may
invest in "junk bonds" it may be subject to increased credit risk (the risk
that an issuer will not be able to pay principal and interest when due). The
actual risks of investing in each Fund depend on the securities held in each
Fund's portfolio and on market conditions, both of which change over time.

For more information about the risks of an investment in either the
Strategic Growth Fund or the Select Growth Fund, please refer to Appendix D and
the Funds' current Statement of Additional Information.

Fees and Expenses

How do the management fees and expenses of the Funds compare and what are
they estimated to be following the Merger?

The following table allows you to compare the management fees and expenses
of the Strategic Growth Fund and the Select Growth Fund and to analyze the
estimated expenses that the Trust expects the combined Fund to bear in the
first year following the Merger. The Total Annual Fund Operating Expenses shown
in the table below represent expenses incurred by each Fund for its last fiscal
year ended December 31, 2002. The Total Annual Fund Operating Expenses are
deducted from the assets of each Fund. The table does not reflect any of the
charges associated with the Separate Accounts or variable contracts that a
variable life insurance or variable annuity holder may pay under insurance or
annuity contracts. You should refer to the variable insurance product
prospectus for more information relating to the fees and expenses of that
product, which are in addition to the expenses of the Funds.

Annual Fund Operating Expenses
(deducted directly from assets of the Fund)

Select
Growth
Strategic Select Fund
Growth Growth (pro forma
Fund Fund combined)
--------- ------ ----------

Management Fee (%)........................... 0.85% 0.82% 0.82%
Distribution and Service (12b-1) Fees (%)*... 0.15% 0.15% 0.15%
Other Expenses (%)........................... 0.39% 0.10% 0.10%
Total Annual Fund Operating Expenses (%)..... 1.39%(1),(2) 1.07%(1),(2) 1.07%

- --------

* The Trust's Plan of Distribution and Service (12b-1 plan) became effective
on May 1, 2002.

(1) Through December 31, 2003, the Manager has declared a voluntary expense
limitation of 1.20% of average net assets for both the Strategic Growth
Fund and the

Select Growth Fund. After an expense reimbursement by the Manager, the total
annual fund operating expenses of the Strategic Growth Fund were 1.20% for
the year ended December 31, 2002. The total operating expenses of the Select
Growth Fund were lower than the Fund's expense limitation throughout 2002.
The declaration of a voluntary management fee or expense limitation in any
year does not bind the Manager to declare future expense limitations with
respect to these Funds. These limitations may be terminated at any time.

(2) The Select Growth Fund and Strategic Growth Fund have entered into
agreements with brokers whereby brokers rebate a portion of commissions.
Had these amounts been treated as reductions of expenses, the total annual
fund operating expense ratio would have been 1.37% for the Strategic Growth
Fund and 1.01% for the Select Growth Fund.

Example Expenses

The following Example helps you compare the cost of investing in the
Strategic Growth Fund and the Select Growth Fund currently with the cost of
investing in the combined Fund on a pro forma basis. The Example does not
reflect the expenses of the applicable variable insurance product that you have
purchased. You should refer to the applicable variable insurance product
prospectus for more information on those expenses, which are in addition to the
expenses of the Funds. The table is based on the following hypothetical
conditions:

. $10,000 initial investment

. 5% total return for each year

. Each Fund's operating expenses remain the same as during the year ended
December 31, 2002

. assumes reinvestment of all dividends and distributions

Example Expenses
(your actual costs may be higher or lower)

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

Strategic Growth Fund........................ $142 $443 $765 $1,677
Select Growth Fund........................... $110 $342 $593 $1,311
Select Growth Fund (pro forma combined)...... $110 $342 $593 $1,311

The above discussion of pro forma Annual Fund Operating Expenses and Example
Expenses assumes that: (1) the current contractual agreements, including
payments under the Fund's 12b-1 plan, of the Select Growth Fund will remain in
place; (2) certain duplicate costs involved in operating the Strategic Growth
Fund are eliminated; and (3) expense ratios are based on pro forma combined
assets as of December 31, 2002.

Reasons for the Merger

The Trustees, including all Trustees who are not "interested persons," as
that term is defined in the Investment Company Act of 1940, as amended, of the
Trust have determined that the Merger would be in the best interests of the
Strategic Growth Fund and that the interests of existing shareholders of the
Strategic Growth Fund would not be diluted as a result of the Merger. The
Trustees have unanimously approved the Merger and recommend that you vote in
favor of the Merger by approving the Reorganization Agreement, the form of
which is attached as Appendix A to this Prospectus/Proxy Statement. You should
carefully consider whether retaining your indirect investment in the Select
Growth Fund after the Merger is consistent with your financial needs and
circumstances.

The Merger is proposed by Allmerica Financial, the investment manager to
both the Strategic Growth Fund and the Select Growth Fund.

In proposing the Merger, Allmerica Financial presented to the Trustees the
following reasons for the Strategic Growth Fund to enter into the Merger:

. The fact that the Select Growth Fund's overall expense levels, and the
anticipated expense levels of the combined Funds, are significantly
lower than those of the Strategic Growth Fund;

. The fact that the Merger will afford contractholders the continued
opportunity to invest, through a Separate Account, in a mutual fund with
an investment objective comparable to that of the Strategic Growth Fund;

. The fact that relatively low asset levels, with the expectation that
asset levels will decline in the future, have made the Strategic Growth
Fund less economical for Allmerica Financial and the Fund's Sub-Adviser
to manage, and will adversely affect Allmerica Financial's ability to
attract superior subadvisory services for the Fund in the future;

. The fact that, in the event the Strategic Growth Fund's asset levels
decline owing to the suspension of sales of insurance contracts by the
Insurance Companies, there will be fewer opportunities for the Fund to
achieve economies of scale to reduce expenses;

. The fact that the Merger is expected to be tax-free for shareholders; and

. The fact that in the absence of the Merger and in light of expected
future expense levels, the Board of Trustees would need to consider
other strategic alternatives.

The Trustees considered the differences in the Funds' investment objectives,
policies and strategies and the related risks. The Trustees also considered the
historical

investment performance results of the Funds. No assurance can be given that the
Select Growth Fund will achieve any particular level of performance after the
Merger or that the combined Fund's expenses will be lower than those of the
Strategic Growth Fund.

Information About the Manager and Sub-Advisers

Allmerica Financial is the investment manager to both Funds. Allmerica
Financial has retained investment management firms (collectively,
"Sub-Advisers") to manage the Funds. Allmerica Financial has contracted with
TCW Investment Management Company ("TCW") as Sub-Adviser to make the day-to-day
investment decisions for the Strategic Growth Fund. As of December 31, 2002,
TCW had approximately $79 billion in assets under management. TCW manages
pension and profit sharing funds, retirement/health and welfare funds, public
employee retirement funds, and private accounts. Allmerica Financial has
contracted with Putnam Investment Management LLC ("Putnam") as Sub-Adviser to
make the day-to-day investment decisions for the Select Growth Fund. As of
December 31, 2002, Putnam had approximately $251 billion in assets under
management, including affiliates. Putnam has been an investment manager of
mutual funds and other clients since 1937.

The terms of the subadvisory contracts with respect to each of these Funds
are substantially the same. Allmerica Financial is responsible for overseeing
each Sub-Adviser's management of its Fund and for making recommendations to the
Trustees as to whether to retain each Sub-Adviser from year to year. The Merger
will not result in any changes to the terms of the subadvisory contract between
Allmerica Financial and Putnam. The Merger will result in a change in
Sub-Adviser for shareholders of the Strategic Growth Fund. In addition, if
shareholders of the Aggressive Growth Fund approve Proposal 4, Jennison
Associates LLC will serve as a Sub-Adviser to the Select Growth Fund with
respect to a portion of the Select Growth Fund's assets. Please see page 35 for
more information about Jennison Associates LLC.

The following table provides information about the individuals or groups of
individuals that are primarily responsible for the day-to-day management of
each of the Funds.

Fund Name and Sub-Adviser Name and Title of Service with Sub-Adviser Business Experience for
Name Portfolio Manager(s) ------------------------- Past Five Years
- ------------------------- -------------------------- -------------------------

Strategic Growth Fund Christopher J. Ainley, 1994 - Present Prior to joining TCW; Mr.
TCW Investment Management Managing Director Ainley spent two years at
Company Putnam Investment as a
Vice President and
Analyst in the Equity
Research Group and then
as a Portfolio Manager
for the Core Equity
Group. Previously he
served with J.P. Morgan
Investment Management and
Coopers and Lybrand.

Douglas S. Foreman, Group 1994 - Present Prior to 1994, Mr.
Managing Director and Foreman was employed by
Chief Investment Officer - Putnam Investment in
U.S. Equities Boston. He spent his last
five years at Putnam
managing institutional
accounts and mutual
funds. Mr. Foreman is a
Chartered Financial
Analyst.

Nicholas J. Capuano, 1990 - Present He joined TCW as an
Managing Director--U.S. Account Manager and later
Equities served in Client
Relations and in the
Earnings Momentum Group.
He started in Small Cap
Equities in 1994.

Select Growth Fund *
Putnam Investment
Management, LLC

- --------
* All investment decisions for the Select Growth Fund are made by an investment
team. The Putnam Specialty Growth Team has primary responsibility for the
day-to-day management of the Fund's portfolio.

The address of Allmerica Financial is 440 Lincoln Street, Worcester,
Massachusetts 01653. The address of TCW Investment Management Company is 865
South Figueroa Street, Suite 1800, Los Angeles, California 90017. The address
of Putnam Investment Management LLC is One Post Office Square, Boston,
Massachusetts 02109. For the

fiscal year ended December 31, 2002, the Strategic Growth Fund and Select
Growth Fund paid Allmerica Financial advisory fees representing 0.85% (before
reimbursement) and 0.82%, respectively, of their average net assets. For the
same period, Allmerica Financial paid TCW fees equal to 0.85% of the Strategic
Growth Fund's average net assets and Putnam fees equal to 0.34% of the Select
Growth Fund's average net assets.

Federal Income Tax Consequences

Please review "Federal Income Tax Consequences" in the General Information
section of this Prospectus/Proxy Statement.

THE TRUSTEES OF ALLMERICA INVESTMENT TRUST UNANIMOUSLY RECOMMEND APPROVAL OF
THE REORGANIZATION AGREEMENT.

Required Vote for the Proposal

Approval of the Reorganization Agreement will require the affirmative vote
of a majority of the shares of the Strategic Growth Fund outstanding at the
record date for the Meeting.

III. PROPOSAL 2:
MERGER OF THE EMERGING MARKETS FUND INTO THE INTERNATIONAL EQUITY FUND

The Proposal

You are being asked to approve the Reorganization Agreement dated as of
January 7, 2003, between the Emerging Markets Fund and the International Equity
Fund. The form of the Reorganization Agreement is attached as Appendix A to
this Prospectus/Proxy Statement. By approving the Reorganization Agreement, you
are approving the merger of the Emerging Markets Fund into the International
Equity Fund under the Reorganization Agreement.

Investment Objectives, Strategies and Policies

How do the investment objectives, strategies and policies of the Emerging
Markets Fund and the International Equity Fund compare?

This table shows the current investment objectives of each Fund and the
primary investment strategies used to achieve each Fund's investment objective:

Emerging Markets Fund International Equity Fund
--------------------- -------------------------

Investment Objective: long-term Investment Objective: maximum
growth of capital by investing in the long-term total return (capital
world's emerging markets appreciation and income) primarily by
investing in common stocks of
established non-U.S. companies

Emerging Markets Fund International Equity Fund
--------------------- -------------------------

Primary Investment Strategies:
Primary Investment Strategies:

The Emerging Markets Fund seeks to The International Equity Fund seeks
achieve its investment objective as to achieve its investment objective
follows: as follows:

. The Fund normally invests at least . The Fund normally invests at least
80% of its net assets (plus any 80% of its net assets (plus any
borrowings for investment purposes) borrowings for investment purposes)
in companies located or primarily in equity securities of medium and
operating in countries with large size companies located in at
emerging markets; however its least five foreign countries (which
investments are not limited to any may vary from time to time), not
specific region of the world. including the United States.

. The Fund usually has investments in . The Fund focuses on equity
at least five developing countries. securities which the Fund's
Sub-Adviser (Bank of Ireland Asset
. Before the Fund invests in a Management (U.S.) Limited) believes
country, the Fund's Sub-Advisers are undervalued in relation to the
(Schroder Investment Management company's prospects for future
North America Inc. and Schroder earnings growth.
Investment Management North America
Ltd.) consider various factors such . The Fund may invest up to 20% of
as that country's political its net assets in fixed-income debt
stability and economic prospects. securities, primarily for defensive
purposes.
. In selecting securities for the
Fund, the Fund's Sub-Advisers focus
on the long- term growth potential
of the securities.

. The Fund may invest up to 20% of
its net assets in debt securities
of issuers in emerging markets,
equity and debt securities of
issuers in developed countries,
cash and cash equivalents.

. The Fund may invest in lower rated
bonds, commonly known as "junk
bonds."

Significant differences between the two Funds' investment objectives and
strategies include the fact that the International Equity Fund's investment
objective is long-term

total return, with its emphasis on capital appreciation and current income,
while the Emerging Markets Fund's investment objective is long-term growth of
capital, with a generally lower emphasis on current income. In addition, while
the Emerging Markets Fund invests at least 80% of its assets in companies in
emerging markets, the International Equity Fund is not restricted to emerging
markets when selecting non-U.S. companies in which to invest. As a result, the
International Equity Fund typically invests little, if any, of its assets in
emerging markets stocks, as opposed to the Emerging Markets Fund. Furthermore,
the International Equity Fund normally invests in large and mid-size foreign
companies; the Emerging Markets Fund is not so restricted.

Principal Investment Risks

What are the principal investment risks of the International Equity Fund, and
how do they compare with those of the Emerging Markets Fund?

The following table shows the principal risks of each of the Funds. Each of
these principal risks is described in greater detail in Appendix D.

Emerging Markets Fund International Equity Fund
--------------------- -------------------------

Company Risk
Company Risk

Credit Risk
Currency Risk

Currency Risk
Derivatives Risk

Derivatives Risk
Foreign Investment Risk

Emerging Markets Risk
Investment Management Risk

Foreign Investment Risk
Market Risk

Investment Management Risk

Liquidity Risk

Market Risk

Because the Funds have many similar strategies, the principal risks
associated with each Fund are similar. In addition to Company Risk, the risk
that fluctuations in the value of individual securities owing to changes in a
company's business conditions and projections will adversely affect the value
of the Fund's investments, the most significant risk for the International
Equity Fund is Foreign Investment Risk, which includes the

risks associated with investments in foreign securities (less regulation and
additional regional, national and currency risks). However, the Emerging
Markets Fund invests primarily in emerging markets securities which subject the
Emerging Markets Fund to an additional level of risk (including risks
associated with less developed legal and financial systems and greater market
volatility) to which the International Equity Fund generally is not subject.
Because the Emerging Markets Fund may invest in high-yield, lower-rated
securities ("junk bonds"), the International Equity Fund may be subject to less
credit risk than the Emerging Markets Fund. The combination of the Emerging
Markets Fund's investments in emerging markets and junk bonds makes it likely
that the International Equity Fund will be subject to less liquidity risk than
the Emerging Markets Fund. The actual risks of investing in each Fund depend on
the securities held in each Fund's portfolio and on market conditions, both of
which change over time.

For more information about the risks of an investment in either the Emerging
Markets Fund or the International Equity Fund, please refer to Appendix D and
the Funds' current Statement of Additional Information.

Fees and Expenses

How do the management fees and expenses of the Funds compare and what are
they estimated to be following the Merger?

The following table allows you to compare the management fees and expenses
of the Emerging Markets Fund and the International Equity Fund and to analyze
the estimated expenses that the Trust expects the combined Fund to bear in the
first year following the Merger. Except as noted below, the Total Annual Fund
Operating Expenses shown in the table below represent expenses incurred by each
Fund for its last fiscal year ended December 31, 2002. The Total Annual Fund
Operating Expenses are deducted from the assets of each Fund. The table does
not reflect any of the charges associated with the Separate Accounts or
variable contracts that a variable life insurance or variable annuity holder
may pay under insurance or annuity contracts. You should refer to the variable
insurance product prospectus for more information relating to the fees and
expenses of that product, which are in addition to the expenses of the Funds.

Annual Fund Operating Expenses
(deducted directly from assets of the Fund)

International
Emerging International Equity Fund
Markets Equity (pro forma
Fund* Fund combined)
-------- ------------- -------------

Management Fee (%)................. 1.15% 0.91% 0.90%
Distribution and Service (12b-1)
Fees (%)**....................... 0.15% 0.15% 0.15%
Other Expenses (%)................. 0.41% 0.13% 0.16%
Total Annual Fund
Operating Expenses (%)........... 1.71%(1),(2) 1.19%(1),(2) 1.21%

- --------

* The Management Fee and Total Annual Fund Operating Expenses for the Emerging
Markets Fund reflect the reduced management fee (1.15%) paid by the Emerging
Markets Fund beginning July 1, 2002. This table assumes the application of
the 1.15% management fee throughout the fiscal year ended December 31, 2002.

** The Trust's Plan of Distribution and Service (12b-1 plan) became effective
on May 1, 2002.

(1) Through December 31, 2003, the Manager has declared a voluntary expense
limitation of 1.50% of average net assets for the International Equity
Fund. The total operating expenses of the International Equity Fund was
less than its respective expense limitations throughout 2002. Through
December 31, 2003, the Manager has agreed to voluntarily waive its
management fee to the extent that the expenses of the Emerging Markets
Funds exceed 2.00% of the Fund's average daily net assets. The amount of
such waiver shall not exceed the net amount of management fees earned by
the Manager from the Emerging Markets Fund after subtracting fees paid by
the Manager to the Fund's Sub-Adviser. The declaration of a voluntary
management fee or expense limitation in any year does not bind the Manager
to declare future expense limitations with respect to these Funds. These
limitations may be terminated at any time.

(2) The Emerging Markets Fund and the International Equity Fund have entered
into agreements with brokers whereby brokers rebate a portion of
commissions. Had these amounts been treated as reductions of expenses, the
total annual fund operating expense ratio would have been 1.66% for the
Emerging Markets Fund and 1.18% for the International Equity Fund.

Example Expenses

The following Example helps you compare the cost of investing in the
Emerging Markets Fund and the International Equity Fund currently with the cost
of investing in the combined Fund on a pro forma basis. The Example does not
reflect the expenses of the applicable variable insurance product that you have
purchased. You should refer to the applicable variable insurance product
prospectus for more information on those expenses, which are in addition to the
expenses of the Funds. The table is based on the following hypothetical
conditions:

. $10,000 initial investment

. 5% total return for each year

. Each Fund's operating expenses remain the same as during the year ended
December 31, 2002 (in the case of the Emerging Markets Fund, assuming
the current management fee applied throughout 2002)

. assumes reinvestment of all dividends and distributions

Example Expenses
(your actual costs may be higher or lower)

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

Emerging Markets Fund........................ $175 $543 $935 $2,032
International Equity Fund.................... $122 $380 $658 $1,450
International Equity Fund (pro forma
combined).................................. $124 $386 $669 $1,473

The above discussion of pro forma Annual Fund Operating Expenses and Example
Expenses assumes that: (1) the current contractual agreements, including
payments under the Fund's 12b-1 plan, of the International Equity Fund will
remain in place; (2) certain duplicate costs involved in operating the Emerging
Markets Fund are eliminated; and (3) expense ratios are based on pro forma
combined assets as of December 31, 2002.

Reasons for the Merger

The Trustees, including all Trustees who are not "interested persons," as
that term is defined in the Investment Company Act of 1940, as amended, of the
Trust have determined that the Merger would be in the best interests of the
Emerging Markets Fund and that the interests of existing shareholders of the
Emerging Markets Fund would not be diluted as a result of the Merger. The
Trustees have unanimously approved the Merger and recommend that you vote in
favor of the Merger by approving the Reorganization Agreement, the form of
which is attached as Appendix A to this Prospectus/Proxy Statement. You should
carefully consider whether retaining your indirect investment in the
International Equity Fund after the Merger is consistent with your financial
needs and circumstances.

The Merger is proposed by Allmerica Financial, the investment manager to
both the Emerging Markets Fund and the International Equity Fund.

In proposing the Merger, Allmerica Financial presented to the Trustees the
following reasons for the Emerging Markets Fund to enter into the Merger:

. The fact that relatively low asset levels, with the expectation that
asset levels will decline in the future, have made the Emerging Markets
Fund less economical for Allmerica Financial and the Fund's Sub-Adviser
to manage, and will adversely affect Allmerica Financial's ability to
attract superior subadvisory services for the Fund in the future;

. The fact that, in the event the Emerging Markets Fund's asset levels
decline owing to the suspension of sales of insurance contracts by the
Insurance Companies, there will be fewer opportunities for the Fund to
achieve economies of scale to reduce expenses;

. The fact that the International Equity Fund's management fees and
overall expense levels, and the anticipated expense levels of the
combined Fund, are significantly lower than those of the Emerging
Markets Fund;

. The fact that the Merger will afford contractholders the continued
opportunity to invest, through a Separate Account, in a mutual fund with
an investment objective and investment policies that focus on investment
opportunities outside the United States;

. The fact that the Merger is expected to be tax-free for shareholders; and

. The fact that in the absence of the Merger and in light of expected
future expense levels, the Board of Trustees would need to consider
other strategic alternatives.

The Trustees considered the differences in the Funds' investment objectives,
policies and strategies and the related risks. The Trustees also considered the
historical investment performance results of the Funds. No assurance can be
given that the International Equity Fund will achieve any particular level of
performance after the Merger or that the combined Fund's expenses will be lower
than those of the Emerging Markets Fund.

Information About the Manager and Sub-Advisers

Allmerica Financial is the investment manager to both Funds. Allmerica
Financial has retained investment management firms (collectively,
"Sub-Advisers") to manage the Funds. Allmerica Financial has contracted with
Schroder Investment Management North America Inc. ("Schroder") which has
delegated certain duties to its London affiliate, Schroder Investment
Management North America Ltd. ("Schroder Ltd."), as Sub-Adviser to make the
day-to-day investment decisions for the Emerging Markets Fund. As of December
31, 2002, Schroder and Schroder Ltd. had approximately $22 billion in assets
under management. Organized in 1980, Schroder provides global equity and fixed
income management services to mutual funds and other institutional investors.
Allmerica Financial has contracted with Bank of Ireland Asset Management (U.S.)
Limited ("BIAM") as Sub-Adviser to make the day-to-day investment decisions for
the International Equity Fund. As of December 31, 2002, BIAM managed over $49
billion in global securities. Founded in 1966, BIAM provides international
investment management services.

The Merger will result in a change in Sub-Adviser for shareholders of the
Emerging Markets Fund.

The following table provides information about the individuals or groups of
individuals that are primarily responsible for the day-to-day management of
each of the Funds.

Fund Name and Name and Title of Service with Business Experience
Sub-Adviser Name Portfolio Manager(s) Sub-Adviser for Past Five Years
- ---------------- ---------------------- ------------------- -------------------------

Emerging Markets Fund *
Schroder Investment
Management North
America Inc.

Schroder Investment
Management North
America Ltd.

International Equity Christopher Reilly, 1980 - Present Mr. Reilly joined BIAM in
Fund Chief Investment 1980 and has had overall
Bank of Ireland Asset Officer responsibility for asset
Management (U.S.) management since 1985.
Limited Prior to that, he worked
in the United Kingdom in
stockbrokering and
investment management. He
has over 31 years'
experience in the
investment industry

Jane Neill, Deputy 1994 - Present Ms. Neill joined BIAM in
Chief Investment 1994 from a major Irish
Officer--International investment management
firm, where she was Chief
Executive Officer. She
has 21 years experience
at a senior level in the
investment management
industry.

Des Sullivan, Deputy 1994 - Present Mr. Sullivan joined BIAM
Chief Investment in 1994 and has 21 years'
Officer investment experience. He
previously worked for
Ireland's largest life
assurance company as a
fund manager and as head
of equities at a major
stockbrokering company in
Ireland.

- --------
* All investment decisions for the Emerging Markets Fund are made by an
investment committee. Schroder's emerging markets investment committee
consists of investment professionals with specific geographic or regional
expertise, as well as members responsible for economic analysis and asset
allocation, investment strategy and global stock and sector selection.

The address of Allmerica Financial is 440 Lincoln Street, Worcester,
Massachusetts 01653. The address of Schroder Investment Management North
America Inc. is 875 Third Avenue, 22nd Floor, New York, New York 10022-6225.
The address of Schroder Investment Management North America Ltd. is 31 Gresham
Street, London EC2V 7QA, United Kingdom. The address of Bank of Ireland Asset
Management (U.S.) Limited is 26 Fitzwilliam Place, Dublin 2, Ireland and 75
Holly Hill Lane, Greenwich, Connecticut 06830. For the fiscal year ended
December 31, 2002, the Emerging Markets Fund and International Equity Fund paid
Allmerica Financial advisory fees representing 1.25% and 0.91%, respectively,
of their average net assets. For the same period, Allmerica Financial paid
Schroder fees equal to 0.89% of the Emerging Markets Fund's average net assets
and BIAM fees equal to 0.33% at the International Equity Fund's average net
assets.

Federal Income Tax Consequences

Please review "Federal Income Tax Consequences" in the General Information
section of this Prospectus/Proxy Statement.

THE TRUSTEES OF ALLMERICA INVESTMENT TRUST UNANIMOUSLY RECOMMEND APPROVAL OF
THE REORGANIZATION AGREEMENT.

Required Vote for the Proposal

Approval of the Reorganization Agreement will require the affirmative vote
of a majority of the shares of the Emerging Markets Fund outstanding at the
record date for the Meeting.

IV. PROPOSAL 3:
MERGER OF THE GROWTH AND INCOME FUND INTO THE EQUITY INDEX FUND

The Proposal

You are being asked to approve the Reorganization Agreement dated as of
January 7, 2003, between the Growth and Income Fund and the Equity Index Fund.
The form of the Reorganization Agreement is attached as Appendix A to this
Prospectus/Proxy Statement. By approving the Reorganization Agreement, you are
approving the merger of the Growth and Income Fund into the Equity Index Fund
under the Reorganization Agreement.

Investment Objectives, Strategies and Policies

How do the investment objectives, strategies and policies of the Growth and
Income Fund and the Equity Index Fund compare?

This table shows the current investment objectives of each Fund and the
primary investment strategies used to achieve each Fund's investment objective:

Growth and Income Fund Equity Index Fund
---------------------- -----------------

Investment Objective: Investment Objective:
long-term growth of investment results that
capital and current income correspond to the
aggregate price and yield
performance of a
representative selection
of common stocks that are
publicly traded in the
United States

Growth and Income Fund Equity Index Fund
---------------------- -----------------

Primary Investment
Strategies:
Primary Investment
Strategies:

The Growth and Income The Equity Index Fund
Fund seeks to achieve its seeks to achieve its
investment objective as investment objective as
follows: follows:

. The Fund invests . The Fund attempts to
primarily in dividend- replicate the aggregate
paying common stocks price and yield
and securities performance of the S&P
convertible into common 500 Index. Because of
stocks. its policy of tracking
the S&P 500 Index, the
. The Fund invests in a Fund does not follow
broadly diversified traditional methods of
portfolio of equity active investment
securities, primarily management, which
the common stock of involve buying and
companies included in selling securities
the S&P 500 Index. based upon analysis of
economic and market
. The Fund's industry factors. The method
diversification and used to select
other risk investments for the
characteristics will be Fund involves investing
similar to those of the in common stocks in
S&P 500 Index. approximately the order
of their weightings in
. The Fund may purchase the S&P 500 Index.
individual stocks not
presently paying . The Fund normally
dividends if the Fund's invests at least 80% of
Sub-Adviser (J.P. its net assets (plus
Morgan Investment borrowings made for
Management Inc.) investment purposes) in
believes the overall equity type securities.
portfolio is positioned
to achieve its income . The Fund normally holds
objective. equity securities of
approximately 500
. While the Fund's normal different companies
strategy is to be included in the S&P 500
nearly fully invested Index.
in equity securities,
the Fund may invest up
to 35% of its assets in
fixed-income
securities, including
up to 15% in lower
rated bonds, commonly
known as "junk bonds."

. The Fund may invest up
to 25% of its assets in
foreign securities (not
including its
investments in American
Depositary Receipts).

There are several significant differences in the investment objectives and
strategies of the two Funds. While the Growth and Income Fund invests primarily
in securities of companies included in the S&P 500 Index, the Equity Index
normally invests in substantially all 500 companies included in that index. The
Equity Index Fund therefore is not as actively managed as the Growth and Income
Fund. The Growth and Income Fund's investment objective includes long-term
growth of current income, whereas the Equity Index Fund does not select stocks
on the basis of their potential to provide current income. In addition, the
Growth and Income Fund may invest up to 35% of its assets in fixed-income
securities, including up to 15% in junk bonds, whereas the Equity Index Fund
normally may not invest more than 20% of its assets in debt securities and
typically does not invest in debt securities. Furthermore, the Growth and
Income Fund may invest substantially (up to 25% of its assets) in foreign
securities, but the Equity Index Fund typically does not invest in foreign
securities.

Principal Investment Risks

What are the principal investment risks of the Equity Index Fund, and how do
they compare with those of the Growth and Income Fund?

The following table shows the principal risks of each of the Funds. Each of
these principal risks is described in greater detail in Appendix D.

Growth and Income Fund Equity Index Fund
---------------------- -----------------

Company Risk
Company Risk

Derivatives Risk
Derivatives Risk

Investment Management Risk
Market Risk

Market Risk

The most significant risks of an investment in the Equity Index Fund are
Company Risk and Market Risk. Company Risk, generally, is the risk that
fluctuations in the value of individual securities owing to changes in a
company's business conditions and projections will adversely affect the value
of the Fund's investments. Since the Equity Index Fund normally invests in the
companies included in the S&P 500 Index, it is also subject to Market Risk,
which is the risk that changing economic, political or market conditions or
investor psychology can cause the value of the Fund's investments in these
companies to fall. However, because the Equity Index Fund does not follow
traditional methods of active investment management, the Equity Index Fund may
be subject to less investment management risk (the risk of not achieving its
investment objective) than the Growth and Income Fund.

In addition, the Equity Index Fund, because of its relatively lesser
investment flexibility, will be less exposed than the Growth and Income Fund to
the risks associated with investments in fixed-income securities and foreign
securities. To the extent that the Equity Index Fund attempts to mirror the
composite and weighting of the S&P 500 Index, the Fund's performance will
generally be tied to increases and decreases of the index as a whole. As a
result, the Fund may not be able to benefit from attractive investment
opportunities offered by stocks that are not included in the S&P 500 Index or
that are underweighted in the index, and in addition will not normally take
advantage of opportunities to invest in debt securities. The actual risks of
investing in each Fund depend on the securities held in each Fund's portfolio
and on market conditions, both of which change over time.

For more information about the risks of an investment in either the Growth
and Income Fund or the Equity Index Fund, please refer to Appendix D and the
Funds' current Statement of Additional Information.

Fees and Expenses

How do the management fees and expenses of the Funds compare and what are
they estimated to be following the Merger?

The following table allows you to compare the management fees and expenses
of the Growth and Income Fund and the Equity Index Fund and to analyze the
estimated expenses that the Trust expects the combined Fund to bear in the
first year following the Merger. The Total Annual Fund Operating Expenses shown
in the table below represent expenses incurred by each Fund for its last fiscal
year ended December 31, 2002. The Total Annual Fund Operating Expenses are
deducted from the assets of each Fund. The table does not reflect any of the
charges associated with the Separate Accounts or variable contracts that a
variable life insurance or variable annuity holder may pay under insurance or
annuity contracts. You should refer to the variable insurance product
prospectus for more information relating to the fees and expenses of that
product, which are in addition to the expenses of the Funds.

Annual Fund Operating Expenses
(deducted directly from assets of the Fund)

Equity
Index Fund
Growth and Equity (pro forma
Income Fund Index Fund combined)
----------- ---------- ----------

Management Fee (%)........................... 0.69% 0.28% 0.27%
Distribution and Service (12b-1) Fees (%)*... 0.15% 0.15% 0.15%
Other Expenses (%)........................... 0.08% 0.10% 0.09%
Total Annual Fund Operating Expenses (%)..... 0.92%(1) 0.53%(1),(2) 0.51%

- --------

* The Trust's Plan of Distribution and Service (12b-1 plan) became effective
on May 1, 2002.

(1) Through December 31, 2003, the Manager has declared a voluntary expense
limitation of 1.10% of average net assets for the Growth and Income Fund
and 0.60% for the Equity Index Fund. The total operating expenses of these
Funds of the Trust were less than their respective expense limitations
throughout 2002. The declaration of a voluntary management fee or expense
limitation in any year does not bind the Manager to declare future expense
limitations with respect to these Funds. These limitations may be
terminated at any time.

(2) The Equity Index Fund has entered into an agreement with brokers whereby
brokers rebate a portion of commissions. Had these amounts been treated as
reductions of expenses, the total annual fund operating expense ratio would
have been 0.51% for the Equity Index Fund.

Example Expenses

The following Example helps you compare the cost of investing in the Growth
and Income Fund and the Equity Index Fund currently with the cost of investing
in the combined Fund on a pro forma basis. The Example does not reflect the
expenses of the applicable variable insurance product that you have purchased.
You should refer to the applicable variable insurance product prospectus for
more information on those expenses, which are in addition to the expenses of
the Funds. The table is based on the following hypothetical conditions:

. $10,000 initial investment

. 5% total return for each year

. Each Fund's operating expenses remain the same as during the year ended
December 31, 2002

. assumes reinvestment of all dividends and distributions

Example Expenses
(your actual costs may be higher or lower)

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

Growth and Income Fund.................. $94 $295 $511 $1,135
Equity Index Fund....................... $54 $170 $297 $ 666
Equity Index Fund (pro forma combined).. $52 $164 $286 $ 642

The above discussion of pro forma Annual Fund Operating Expenses and Example
Expenses assumes that: (1) the current contractual agreements, including
payments under the Fund's 12b-1 plan, of the Equity Index Fund will remain in
place; (2) certain duplicate costs involved in operating the Growth and Income
Fund are eliminated; and (3) expense ratios are based on pro forma combined
assets as of December 31, 2002.

Reasons for the Merger

The Trustees, including all Trustees who are not "interested persons," as
that term is defined in the Investment Company Act of 1940, as amended, of the
Trust have determined that the Merger would be in the best interests of the
Growth and Income Fund and that the interests of existing shareholders of the
Growth and Income Fund would not be diluted as a result of the Merger. The
Trustees have unanimously approved the Merger and recommend that you vote in
favor of the Merger by approving the Reorganization Agreement, the form of
which is attached as Appendix A to this Prospectus/Proxy Statement. You should
carefully consider whether retaining your indirect investment in the Equity
Index Fund after the Merger is consistent with your financial needs and
circumstances.

The Merger is proposed by Allmerica Financial, the investment manager to
both the Growth and Income Fund and the Equity Index Fund.

In proposing the Merger, Allmerica Financial presented to the Trustees the
following reasons for the Growth and Income Fund to enter into the Merger:

. The fact that an expected decline in asset levels will make the Growth
and Income Fund less economical for Allmerica Financial and the Fund's
Sub-Adviser to manage, and will adversely affect Allmerica Financial's
ability to attract superior subadvisory services for the Fund in the
future;

. The fact that, in the event the Growth and Income Fund's asset levels
decline owing to the suspension of sales of insurance contracts by the
Insurance Companies, there will be fewer opportunities for the Fund to
achieve economies of scale to reduce expenses;

. The fact that the Equity Index Fund's management fees and overall
expense levels, and the anticipated expense levels of the combined Fund,
are significantly lower than those of the Growth and Income Fund;

. The fact that the Merger is expected to be tax-free for shareholders; and

. The fact that in the absence of the Merger and in light of expected
future expense levels, the Board of Trustees would need to consider
other strategic alternatives.

The Trustees considered the differences in the Funds' investment objectives,
policies and strategies and the related risks. The Trustees also considered the
historical investment performance results of the Funds. No assurance can be
given that the Equity Index Fund will achieve any particular level of
performance after the Merger or that the combined Fund's expenses will be lower
than those of the Growth and Income Fund.

Information About the Manager and Sub-Advisers

Allmerica Financial is the investment manager to both Funds. Allmerica
Financial has retained investment management firms (collectively,
"Sub-Advisers") to manage the

Funds. Allmerica Financial has contracted with J.P. Morgan Investment
Management Inc. ("J.P. Morgan") as Sub-Adviser to make the day-to-day
investment decisions for the Growth and Income Fund. As of December 31, 2002,
J.P. Morgan and affiliates had over $516 billion in assets under management.
Incorporated in 1984, J.P. Morgan serves as investment adviser for employee
benefit plans and other institutional assets, as well as mutual funds and
variable annuities. Allmerica Financial has contracted with Opus Investment
Management, Inc. ("Opus"), a direct, wholly-owned subsidiary of Allmerica
Financial Corporation, as Sub-Adviser to make the day-to-day investment
decisions for the Equity Index Fund. As of December 31, 2002, Opus had $18
billion in assets under management. Incorporated in 1993, Opus serves as
investment adviser to investment companies and affiliated insurance company
accounts and other third-party clients.

The following table provides information about the individuals or groups of
individuals that are primarily responsible for the day-to-day management of
each of the Funds.

Growth and Income Fund Jonathan N. Golub 2001 - Present Mr. Golub is a portfolio
J.P. Morgan Investment manager in the U.S.
Management Inc. Equity Group and is
responsible for product
management and client
servicing across all
equity products. Prior to
joining the firm, he led
the consultant relations
effort at Scudder Kemper
Investment and Chancellor
LGT.

Timothy J. Devlin, Vice 1996 - Present Prior to joining J.P.
President Morgan in 1996, Mr.
Devlin was an equity
portfolio manager at
Mitchell Hutchins Asset
Management Inc. He is a
portfolio manager in the
U.S. Structured Equity
Group.

Equity Index Fund Ann K. Tripp, Vice 1987 - Present Ms. Tripp has oversight
Opus Investment President responsibility for all
Management, Inc. insurance client
portfolios managed by
Opus Investment
Management, Inc. She also
oversees all fixed-income
trading operations for
the firm. Ms. Tripp has
direct management
responsibility for the
general accounts of
Allmerica Financial, as
well as several captive
and self-insured groups.
Before joining Opus in
1987, Ms. Tripp was a
senior financial
consultant at The New
England and an Investment
Officer at Massachusetts
Capital Resource Company.

The address of Allmerica Financial is 440 Lincoln Street, Worcester,
Massachusetts 01653. The address of J.P. Morgan Investment Management Inc. is
522 Fifth Avenue, New York, New York 10036. The address of Opus Investment
Management, Inc. is 440 Lincoln Street, Worcester, Massachusetts 01653. For the
fiscal year ended December 31, 2002, the Growth and Income Fund and Equity
Index Fund paid Allmerica Financial advisory fees representing 0.69% and 0.28%,
respectively, of their average net assets. For the same period, Allmerica
Financial paid J.P. Morgan fees equal to 0.30% of the Growth and Income Fund's
average net assets and Opus fees equal to 0.10% of the Equity Index Fund's
average net assets.

Federal Income Tax Consequences

Please review "Federal Income Tax Consequences" in the General Information
section of this Prospectus/Proxy Statement.

THE TRUSTEES OF ALLMERICA INVESTMENT TRUST UNANIMOUSLY RECOMMEND APPROVAL OF
THE REORGANIZATION AGREEMENT.

Required Vote for the Proposal

Approval of the Reorganization Agreement will require the affirmative vote
of a majority of the shares of the Growth and Income Fund outstanding at the
record date for the Meeting.

V. PROPOSAL 4:
MERGER OF THE AGGRESSIVE GROWTH FUND INTO THE SELECT GROWTH FUND

The Proposal

You are being asked to approve the Reorganization Agreement dated as of
January 7, 2003, between the Aggressive Growth Fund and the Select Growth Fund.
The form of the Reorganization Agreement is attached as Appendix A to this
Prospectus/Proxy Statement. By approving the Reorganization Agreement, you are
approving the merger of the Aggressive Growth Fund into the Select Growth Fund
under the Reorganization Agreement.

Investment Objectives, Strategies and Policies

How do the investment objectives, strategies and policies of the Aggressive
Growth Fund and the Select Growth Fund compare?

The Aggressive Growth Fund and the Select Growth Fund have similar primary
investment objectives. This table shows the current investment objectives of
each Fund and the primary investment strategies used to achieve each Fund's
investment objective:

Aggressive Growth Fund Select Growth Fund
---------------------- ------------------

Investment Objective: Investment Objective:
above-average capital long-term growth of
appreciation by investing capital by investing in a
primarily in common diversified portfolio
stocks of companies which consisting primarily of
are believed to have common stocks selected on
significant potential for the basis of their
capital appreciation long-term growth potential

Aggressive Growth Fund Select Growth Fund
---------------------- ------------------

Primary Investment Primary Investment
Strategies: Strategies:

The Aggressive Growth The Select Growth Fund
Fund seeks to achieve its seeks to achieve its
investment objective as investment objective as
follows: follows:

. The Fund normally . The Fund normally
invests at least 65% of invests at least 65% of
its assets in common its assets in common
stocks, securities stocks that the
convertible into common Sub-Adviser (Putnam
stocks and warrants. Investment Management,
LLC) believes have
. The Fund may also growth potential.
invest in debt
securities and . The Fund may also
preferred stocks. purchase convertible
bonds and preferred
. The Fund may invest up stocks and warrants.
to 25% of its assets in
foreign securities . While the Fund normally
(including investments invests substantially
in companies located or all of its investments
primarily operating in in equity securities,
countries with emerging it may invest up to 20%
markets, but not in debt securities
including its including up to 15% in
investments in American lower rated bonds,
Depositary Receipts). commonly known as "junk
bonds."

Aggressive Growth Fund Select Growth Fund
---------------------- ------------------

. The Fund may invest up
. The Fund takes a to 25% of its assets in
multi-manager approach foreign securities (not
whereby two including its
Sub-Advisers investments in American
(Massachusetts Depositary Receipts).
Financial Services
Company ("MFS") and . The Fund looks for
Jennison Associates LLC companies that appear
("Jennison")) to have favorable
independently manage long-term growth
their own portions of characteristics.
the Fund's assets
(approximately one-half . The Fund typically
each). At any point, invests in stocks of
the allocation of the mid and large
Fund's assets between capitalization
the two Sub-Advisers companies, although it
may change if can also make
determined by the investments in smaller
investment manager growth companies.
(Allmerica Financial
Investment Management . The Fund may invest up
Services, Inc.) to be to 15% of its net
in the best interests assets in illiquid
of the shareholders. securities.

. MFS looks for common
stocks of companies
that it believes are
early in their life
cycle but which have
the potential to become
major enterprises. MFS
also considers stocks
of larger companies
where earnings growth
is expected to
accelerate because of
special factors, such
as rejuvenated
management, new
products, changes in
consumer demand or
basic changes in the
economic environment.

. Jennison looks for
common stocks of
predominantly mid-to
large-sized companies
that it believes are
poised to achieve and
maintain superior
earnings growth.

. Both Sub-Advisers use a
fundamental bottom-up
approach to selecting
stocks for the Fund.

A significant difference in the principal investment strategies of the two
Funds is that while the Aggressive Growth Fund normally invests at least 65% of
its assets in common stocks, securities convertible into common stocks and
warrants, the Select Growth Fund normally invests at least 65% of its assets in
common stocks that its Sub-Adviser believes to have growth potential and may
purchase other types of securities, such as securities convertible into common
stocks and warrants, only to a more limited extent.

While both Funds may invest in debt securities, the Select Growth Fund may
invest up to 15% in junk bonds (although historically it has not invested
significantly in junk bonds) and therefore may be more subject to credit risk
than the Aggressive Growth Fund. Please see "Principal Investment Risks" below
for more information about such risks.

Principal Investment Risks

What are the principal investment risks of the Select Growth Fund, and how do
they compare with those of the Aggressive Growth Fund?

The following table shows the principal risks of each of the Funds. Each of
these principal risks is described in greater detail in Appendix D.

Aggressive Growth Fund Select Growth Fund
---------------------- ------------------
Company Risk Company Risk
Currency Risk Credit Risk
Derivatives Risk Derivatives Risk
Emerging Markets Risk Investment Management Risk
Foreign Investment Risk Market Risk
Investment Management Risk
Liquidity Risk
Market Risk

Because the Funds have similar objectives, the principal risks associated
with each Fund are similar. Like the Aggressive Growth Fund, the Select Growth
Fund invests primarily on the basis of its Sub-Adviser's judgments about the
growth potential of particular companies. Accordingly, the most significant
risk for each fund is Company Risk, the risk that fluctuations in the value of
individual securities owing to changes in a company's business conditions and
projections will adversely affect the value of the Fund's investments. Largely
due to the Select Growth Fund's ability to invest in junk bonds, the Select
Growth Fund may be more subject to credit risk (the risk that an issuer will
not be able to pay principal and interest when due) than the Aggressive Growth
Fund. The actual risks of investing in each Fund depend on the securities held
in each Fund's portfolio and on market conditions, both of which change over
time.

For more information about the risks of an investment in either the
Aggressive Growth Fund or the Select Growth Fund, please refer to Appendix D
and the Funds' current Statement of Additional Information.

Fees and Expenses

How do the management fees and expenses of the Funds compare and what are
they estimated to be following the Merger?

The following table allows you to compare the management fees and expenses
of the Aggressive Growth Fund and the Select Growth Fund and to analyze the
estimated expenses that the Trust expects the combined Fund to bear in the
first year following the Merger. The Total Annual Fund Operating Expenses shown
in the table below represent expenses incurred by each Fund for its last fiscal
year ended December 31, 2002. The Total Annual Fund Operating Expenses are
deducted from the assets of each Fund. The table does not reflect any of the
charges associated with the Separate Accounts or variable contracts that a
variable life insurance or variable annuity holder may pay under insurance or
annuity contracts. You should refer to the variable insurance product
prospectus for more information relating to the fees and expenses of that
product, which are in addition to the expenses of the Funds.

Annual Fund Operating Expenses
(deducted directly from assets of the Fund)

Select
Growth Fund
Aggressive Select (pro forma
Growth Fund Growth Fund combined)
----------- ----------- -----------

Management Fee (%)........................... 0.89% 0.82% 0.78%
Distribution and Service (12b-1) Fees (%)*... 0.15% 0.15% 0.15%
Other Expenses (%)........................... 0.11% 0.10% 0.10%
Total Annual Fund Operating Expenses (%)..... 1.15%(1),(2) 1.07%(1),(2) 1.03%

- --------

* The Trust's Plan of Distribution and Service (12b-1 plan) became effective
on May 1, 2002.

(1) Through December 31, 2003, the Manager has declared a voluntary expense
limitation of 1.35% of average net assets for the Aggressive Growth Fund
and 1.20% for the Select Growth Fund. The total operating expenses of these
Funds of the Trust were less than their respective expense limitations
throughout 2002. The declaration of a voluntary management fee or expense
limitation in any year does not bind the Manager to declare future expense
limitations with respect to these Funds. These limitations may be
terminated at any time.

(2) The Aggressive Growth Fund and Select Growth Fund have entered into
agreements with brokers whereby brokers rebate a portion of commissions.
Had these amounts been treated as reductions of expenses, the total annual
fund operating expense ratio would have been 1.13% for the Aggressive
Growth Fund and 1.01% for the Select Growth Fund.

Example Expenses

The following Example helps you compare the cost of investing in the
Aggressive Growth Fund and the Select Growth Fund currently with the cost of
investing in the combined Fund on a pro forma basis. The Example does not
reflect the expenses of the applicable variable insurance product that you have
purchased. You should refer to the applicable variable insurance product
prospectus for more information on those expenses, which are in addition to the
expenses of the Funds. The table is based on the following hypothetical
conditions:

. $10,000 initial investment

. 5% total return for each year

. Each Fund's operating expenses remain the same as during the year ended
December 31, 2002

. assumes reinvestment of all dividends and distributions

Example Expenses
(your actual costs may be higher or lower)

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

Aggressive Growth Fund....................... $118 $367 $636 $1,404
Select Growth Fund........................... $110 $342 $593 $1,311
Select Growth Fund (pro forma combined)...... $106 $329 $571 $1,264

The above discussion of pro forma Annual Fund Operating Expenses and Example
Expenses assumes that: (1) the current contractual agreements, including
payments under the Fund's 12b-1 plan, of the Select Growth Fund will remain in
place; (2) certain duplicate costs involved in operating the Aggressive Growth
Fund are eliminated; and (3) expense ratios are based on pro forma combined
assets as of December 31, 2002.

Reasons for the Merger

The Trustees, including all Trustees who are not "interested persons," as
that term is defined in the Investment Company Act of 1940, as amended, of the
Trust have determined that the Merger would be in the best interests of the
Aggressive Growth Fund and that the interests of existing shareholders of the
Aggressive Growth Fund would not be diluted as a result of the Merger. The
Trustees have unanimously approved the Merger and recommend that you vote in
favor of the Merger by approving the Reorganization Agreement, the form of
which is attached as Appendix A to this Prospectus/Proxy Statement. You should
carefully consider whether retaining your indirect investment in the Select
Growth Fund after the Merger is consistent with your financial needs and
circumstances.

The Merger is proposed by Allmerica Financial, the investment manager to
both the Aggressive Growth Fund and the Select Growth Fund.

In proposing the Merger, Allmerica Financial presented to the Trustees the
following reasons for the Aggressive Growth Fund to enter into the Merger:

. The fact that an expected decline in asset levels will make the
Aggressive Growth Fund less economical for Allmerica Financial and the
Fund's Sub-Adviser to manage, and will adversely affect Allmerica
Financial's ability to attract superior subadvisory services for the
Fund in the future;

. The fact that, in the event the Aggressive Growth Fund's asset levels
decline owing to the suspension of sales of insurance contracts by the
Insurance Companies, there will be fewer opportunities for the Fund to
achieve economies of scale to reduce expenses;

. The fact that the Select Growth Fund's management fees and overall
expense levels, and the anticipated expense levels of the combined Fund,
are lower than those of the Aggressive Growth Fund;

. The fact that the Merger is expected to be tax-free for shareholders; and

. The fact that in the absence of the Merger and in light of expected
future expense levels, the Board of Trustees would need to consider
other strategic alternatives.

The Trustees considered the differences in the Funds' investment objectives,
policies and strategies and the related risks. The Trustees also considered the
historical investment performance results of the Funds. No assurance can be
given that the Select Growth Fund will achieve any particular level of
performance after the Merger or that the combined Fund's expenses will be lower
than those of the Aggressive Growth Fund.

Information About the Manager and Sub-Advisers

under management. Founded in 1969, Jennison has been a Prudential Financial,
Inc., company since 1985. Jennison provides investment advice to mutual funds,
institutional accounts and other entities. Allmerica Financial has contracted
with Putnam Investment Management, LLC ("Putnam") as Sub-Adviser to make the
day-to-day investment decisions for the Select Growth Fund. As of December 31,
2002, Putnam had approximately $251 billion in assets under management,
including affiliates. Putnam has been an investment manager of mutual funds and
other clients since 1937.

The terms of the subadvisory contracts with respect to each of these Funds
are substantially the same. Allmerica Financial is responsible for overseeing
each Sub-Adviser's management of its Fund and for making recommendations to the
Trustees as to whether to retain each Sub-Adviser from year to year. The Merger
will not result in any changes to the terms of the subadvisory contract between
Allmerica Financial and Putnam. The Merger will result in a change in
Sub-Adviser for shareholders of the Aggressive Growth Fund. In addition, if
shareholders of the Aggressive Growth Fund approve this Proposal 4, Jennison
will serve as a Sub-Adviser to the Select Growth Fund with respect to a portion
of the Select Growth Fund's assets.

The following table provides information about the individuals or groups of
individuals that are primarily responsible for the day-to-day management of
each of the Funds.

Aggressive Growth Fund
Massachusetts Financial *
Services Company

Jennison Associates LLC Kathleen McCarragher 1998 - Present Ms. McCarragher, a Director
Director and Executive and Executive Vice
Vice President President of Jennison, is
also Dennison's Domestic
Equity Investment
Strategist. Prior to
joining Jennison in 1998,
she was Managing Director
and Director of Large Cap
Growth Equities at Weiss,
Peck & Greer L.L.C.

Michael Del Balso 1972 - Present Mr. Del Balso, a Director
Director and Executive and Executive Vice
Vice President President of Jennison, is
also Jennison's Director of
Equity Research. He joined
Jennison in 1972 after four
years with White, Weld &
Company, where he was a
Vice President.

Select Growth Fund **
Putnam Investment
Management, LLC

- --------
* All investment decisions for the Aggressive Growth Fund by MFS are made by
an investment team.
** All investment decisions for the Select Growth Fund are made by an
investment team. The Putnam Specialty Growth Team has primary responsibility
for the day-to-day management of the Fund's portfolio.

The address of Allmerica Financial is 440 Lincoln Street, Worcester,
Massachusetts 01653. The address of Massachusetts Financial Services Company is
500 Boylston Street, Boston, Massachusetts 02116. The address of Jennison
Associates, LLC is 466 Lexington Avenue, New York, New York 10017. The address
of Putnam Investment Management, LLC is One Post Office Square, Boston,
Massachusetts 02109. For the fiscal year ended December 31, 2002, the
Aggressive Growth Fund and Select Growth Fund paid Allmerica Financial advisory
fees representing 0.89% and 0.82%, respectively, of their average net assets.
For the same period, Allmerica Financial paid fees to MFS and Jennison equal to
0.21% and 0.21%, respectively, of the Aggressive Growth Fund's average net
assets and Putnam fees equal to 0.34% of the Select Growth Fund's average net
assets.

Federal Income Tax Consequences

Please review "Federal Income Tax Consequences" in the General Information
section of this Prospectus/Proxy Statement.

THE TRUSTEES OF ALLMERICA INVESTMENT TRUST UNANIMOUSLY RECOMMEND APPROVAL OF
THE REORGANIZATION AGREEMENT.

Required Vote for the Proposal

Approval of the Reorganization Agreement will require the affirmative vote
of a majority of the shares of the Aggressive Growth Fund outstanding at the
record date for the Meeting.

VI. PROPOSAL 5:
MERGER OF THE STRATEGIC INCOME FUND INTO THE INVESTMENT GRADE INCOME FUND

The Proposal

You are being asked to approve the Reorganization Agreement dated as of
January 7, 2003, between the Strategic Income Fund and the Investment Grade
Income Fund. The form of the Reorganization Agreement is attached as Appendix A
to this Prospectus/Proxy Statement. By approving the Reorganization Agreement,
you are approving the merger of the Strategic Income Fund into the Investment
Grade Income Fund under the Reorganization Agreement.

Investment Objectives, Strategies and Policies

How do the investment objectives, strategies and policies of the Strategic
Income Fund and the Investment Grade Income Fund compare?

The Strategic Income Fund and the Investment Grade Income Fund have similar
primary investment objectives. This table shows the current investment
objectives of each Fund and the primary investment strategies used to achieve
each Fund's investment objective:

Strategic Income Fund Investment Grade Income
--------------------- Fund
----

Investment Objective: Investment Objective:
maximize total return, high level of total
consistent with prudent return, which includes
investment management and capital appreciation as
liquidity needs, by well as income, as is
investing in various consistent with prudent
types of fixed income investment management
securities

Strategic Income Fund Investment Grade Income
--------------------- Fund
----

Primary Investment Primary Investment
Strategies: Strategies:

The Strategic Income Fund The Investment Grade
seeks to achieve its Income Fund seeks to
investment objective as achieve its investment
follows: objective as follows:

. Examples of the types . The Fund invests in
of securities in which investment grade debt
the Fund invests are securities and money
corporate debt market instruments such
obligations such as as bonds and other
bonds, notes and corporate debt
debentures, and obligations;
obligations convertible obligations issued or
into common stock; guaranteed by the U.S.
obligations issued or Government, its
guaranteed by the U.S. agencies or
Government, its instrumentalities, or
agencies or money market
instrumentalities and instruments, including
mortgage-backed and commercial paper,
asset-backed securities. bankers acceptances and
negotiable certificates
. The Fund may invest up of deposit.
to 25% of its assets in
foreign securities (not . The Sub-Adviser (Opus
including its Investment Management,
investments in American Inc.) actively manages
Depositary Receipts), the portfolio with a
including up to 20% of view to producing a
its assets in non-U.S. high level of total
dollar denominated return for the Fund
securities. while avoiding undue
risks to capital. The
. The dollar weighted Sub-Adviser attempts to
average duration of the anticipate events
Fund is expected to leading to price or
range within 20% of the ratings changes through
duration of the the use of in-depth
domestic bond market as fundamental credit
a whole (normally four research.
to six years, although
this may vary).

Strategic Income Fund Investment Grade Income
--------------------- Fund
----

. The Fund may invest up . The Fund normally
to 15% of its assets in invests 100% of its net
high yield securities assets (plus any
or "junk bonds" rated borrowings made for
below investment grade investment purposes) in
but at least B or investment grade
higher by Moody's securities (securities
Investors Services or rated in the four
Standard & Poor's highest grades by
Rating Services or Moody's Investor
similar rating Services or Standard &
organizations, and in Poor's Rating Services
unrated securities or unrated but
determined by the determined by the
Sub-Advisers (Western Sub-Adviser to be of
Asset Management comparable quality).
Company and Western
Asset Management . The Fund may also
Company Limited) to be invest in mortgage-
of comparable quality. backed and asset-backed
securities.

. The Fund may invest up
to 20% of its assets in
foreign securities (not
including its
investments in American
Depositary Receipts)
and up to 25% of its
assets in debt
obligations of
supranational entities.

The most significant difference in the investment strategies of these two
Funds is that while the Investment Grade Income Fund normally invests 100% of
its assets in investment grade securities, the Strategic Income Fund may invest
up to 15% of its assets in "junk bonds" rated below investment grade and
therefore is more subject to credit risk than the Investment Grade Income Fund.
While both Funds may invest in foreign securities, the Strategic Income Fund
may invest in such securities to a greater extent than the Investment Grade
Income Fund (25% versus 20%) and also may invest in non-U.S. dollar denominated
securities. As a result, the Investment Grade Income Fund is likely to be less
subject to the risks associated with foreign securities than the Strategic
Income Fund. Please see "Principal Investment Risks" below for more information
about such risks.

Principal Investment Risks

What are the principal investment risks of the Investment Grade Income Fund,
and how do they compare with those of the Strategic Income Fund?

The following table shows the principal risks of each of the Funds. Each of
these principal risks is described in greater detail in Appendix D.

Strategic Income Fund Investment Grade Income
--------------------- Fund
----
Company Risk Company Risk
Credit Risk Credit Risk
Currency Risk Interest Rate Risk
Derivatives Risk Investment Management Risk
Emerging Market Risk Liquidity Risk
Foreign Investment Risk Market Risk
Interest Rate Risk Prepayment Risk
Investment Management Risk
Liquidity Risk
Market Risk
Prepayment Risk

Because the Funds have similar objectives, the principal risks associated
with each Fund are similar. Both Funds may invest in fixed-income securities
(including mortgage-backed securities). As a result, both Funds are subject to
interest rate risk (when interest rates rise, the prices of fixed income
securities generally fall) and prepayment risk (unforeseen loss of future
interest income due to prepayment of mortgage loans). While credit risk is a
significant risk for both Funds, the biggest difference in the two Funds' risk
profiles is that the Investment Grade Income Fund (unlike the Strategic Income
Fund) may not invest in junk bonds, and is therefore subject to less credit
risk than the Strategic Income Fund. While both Funds may invest to a limited
extent in foreign securities and are therefore both subject to the risks
associated with foreign securities (less regulation and additional regional and
national risks), the Investment Grade Income may be less subject to currency
risk than the Strategic Income Fund which can invest directly in non-U.S.
dollar denominated securities. The actual risks of investing in each Fund
depend on the securities held in each Fund's portfolio and on market
conditions, both of which change over time.

For more information about the risks of an investment in either the
Strategic Income Fund or the Investment Grade Income Fund, please refer to
Appendix D and the Funds' current Statement of Additional Information.

Fees and Expenses

How do the management fees and expenses of the Funds compare and what are
they estimated to be following the Merger?

The following table allows you to compare the management fees and expenses
of the Strategic Income Fund and the Investment Grade Income Fund and to
analyze the

estimated expenses that the Trust expects the combined Fund to bear in the
first year following the Merger. The Total Annual Fund Operating Expenses shown
in the table below represent expenses incurred by each Fund for its last fiscal
year ended December 31, 2002. The Total Annual Fund Operating Expenses are
deducted from the assets of each Fund. The table does not reflect any of the
charges associated with the Separate Accounts or variable contracts that a
variable life insurance or variable annuity holder may pay under insurance or
annuity contracts. You should refer to the variable insurance product
prospectus for more information relating to the fees and expenses of that
product, which are in addition to the expenses of the Funds.

Annual Fund Operating Expenses
(deducted directly from assets of the Fund)

Investment
Grade
Investment Income
Strategic Grade Fund
Income Income (pro forma
Fund Fund combined)
--------- ---------- ----------

Management Fee (%)........................ 0.56% 0.41% 0.41%
Distribution and Service (12b-1) Fees (%)* 0.15% 0.15% 0.15%
Other Expenses (%)........................ 0.16% 0.07% 0.07%
Total Annual Fund Operating Expenses (%).. 0.87%(1) 0.63%(1) 0.63%

- --------

* The Trust's Plan of Distribution and Service (12b-1 plan) became effective
on May 1, 2002.

(1) Through December 31, 2003, the Manager has declared a voluntary expense
limitation of 1.00% of average net assets for the Strategic Income Fund and
Investment Grade Income Fund. The total operating expenses of each Fund
were less than their respective expense limitations throughout 2002. The
declaration of a voluntary management fee or expense limitation in any year
does not bind the Manager to declare future expense limitations with
respect to these Funds. These limitations may be terminated at any time.

Example Expenses

The following Example helps you compare the cost of investing in the
Strategic Income Fund and the Investment Grade Income Fund currently with the
cost of investing in the combined Fund on a pro forma basis. The Example does
not reflect the expenses of the applicable variable insurance product that you
have purchased. You should refer to the applicable variable insurance product
prospectus for more information on those expenses, which are in addition to the
expenses of the Fund. The table is based on the following hypothetical
conditions:

. $10,000 initial investment

. 5% total return for each year

. Each Fund's operating expenses remain the same as during the year ended
December 31, 2002

. assumes reinvestment of all dividends and distributions

Example Expenses
(your actual costs may be higher or lower)

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

Strategic Income Fund.................. $89 $279 $484 $1,076
Investment Grade Income Fund........... $65 $202 $352 $ 788
Investment Grade Income Fund (pro forma
combined)............................ $65 $202 $352 $ 788

The above discussion of pro forma Annual Fund Operating Expenses and Example
Expenses assumes that: (1) the current contractual agreements, including
payments under the Fund's 12b-1 plan, of the Investment Grade Income Fund will
remain in place; (2) certain duplicate costs involved in operating the
Strategic Income Fund are eliminated; and (3) expense ratios are based on pro
forma combined assets as of December 31, 2002.

Reasons for the Merger

The Trustees, including all Trustees who are not "interested persons," as
that term is defined in the Investment Company Act of 1940, as amended, of the
Trust have determined that the Merger would be in the best interests of the
Strategic Income Fund and that the interests of existing shareholders of the
Strategic Income Fund would not be diluted as a result of the Merger. The
Trustees have unanimously approved the Merger and recommend that you vote in
favor of the Merger by approving the Reorganization Agreement, the form of
which is attached as Appendix A to this Prospectus/Proxy Statement. You should
carefully consider whether retaining your indirect investment in the Investment
Grade Income Fund after the Merger is consistent with your financial needs and
circumstances.

The Merger is proposed by Allmerica Financial, the investment manager to
both the Strategic Income Fund and the Investment Grade Income Fund.

In proposing the Merger, Allmerica Financial presented to the Trustees the
following reasons for the Strategic Income Fund to enter into the Merger:

. The fact that the Investment Grade Income Fund's management fees and
overall expense levels, and the anticipated expense levels of the
combined Fund, are significantly lower than those of the Strategic
Income Fund;

. The fact that the Merger will afford contractholders the continued
opportunity to invest through a Separate Account in a mutual fund with
an investment

objective and investment policies comparable to those of the Strategic
Income Fund;

. The fact that relatively low asset levels, with the expectation that
asset levels will decline in the future, have made the Strategic Income
Fund less economical for Allmerica Financial and the Fund's Sub-Advisers
to manage, and will adversely affect Allmerica Financial's ability to
attract superior subadvisory services for the Fund in the future;

. The fact that, in the event the Strategic Income Fund's asset levels
decline owing to the suspension of sales of insurance contracts by the
Insurance Companies, there will be fewer opportunities for the Fund to
achieve economies of scale to reduce expenses;

. The fact that the Merger is expected to be tax-free for shareholders; and

. The fact that in the absence of the Merger and in light of expected
future expense levels, the Board of Trustees would need to consider
other strategic alternatives.

The Trustees considered the differences in the Fund's investment objectives,
policies and strategies and the related risks. The Trustees also considered the
historical investment performance results of the Fund. No assurance can be
given that the Investment Grade Income Fund will achieve any particular level
of performance after the Merger or that the combined Fund's expenses will be
lower than those of the Strategic Income Fund.

Information About the Manager and Sub-Advisers

Allmerica Financial is the investment manager to both Funds. Allmerica
Financial has retained investment management firms (collectively,
"Sub-Advisers") to manage the Funds. Allmerica Financial has contracted with
Western Asset Management Company ("WAMC") and Western Asset Management Company
Limited ("WAMC Ltd.") as Sub-Advisers to make the day-to-day investment
decisions for the Strategic Income Fund. As of December 31, 2002, WAMC had
approximately $97 billion in assets under management. WAMC serves as the
investment adviser for employee benefit plans and other institutional assets,
as well as mutual funds and variable annuities. As of December 31, 2002, WAMC
Ltd. had approximately $15 billion in assets under management. WAMC Ltd. was
acquired in 1996 and operates as an affiliate of WAMC. WAMC Ltd. provides
global fixed income management services to a wide variety of institutional
clients. Allmerica Financial has contracted with Opus Investment Management,
Inc. ("Opus"), a direct, wholly-owned subsidiary of Allmerica Financial
Corporation, as Sub-Adviser to make the day-to-day investment decisions for the
Investment Grade Income Fund. As of December 31, 2002, Opus had $18 billion in
assets under management. Incorporated in 1993, Opus serves as investment
adviser to investment companies and affiliated insurance company accounts and
other third-party clients.

The following table provides information about the individuals or groups of
individuals that are primarily responsible for the day-to-day management of
each of the Funds.

Strategic Income Fund .
Western Asset Management *Stephen A. Walsh, 1991 - Present Prior to 1991, Mr. Walsh
Company Director of Portfolio served as a Portfolio
Management Manager with Security
Pacific Investment
Managers, Inc.

Western Asset Management Michael B. Zelouf, 1996 - Present Mr. Zelouf joined Lehman
Company Limited Director, International Brothers Global Asset
Investments Management as Portfolio
Manager in 1989 and was
promoted to Director,
International Investments
in 1996 when WAMC acquired
the firm.

Investment Grade Income Ann K. Tripp, Vice 1987 - Present Ms. Tripp has oversight
Fund President responsibility for all
Opus Investment insurance client portfolios
Management, Inc. managed by Opus Investment
Management, Inc. She also
oversees all fixed-income
trading operations for the
firm. Ms. Tripp has direct
management responsibility
for the general accounts of
Allmerica Financial, as
well as several captive and
self-insured groups. Before
joining Opus in 1987, Ms.
Tripp was a senior
financial consultant at The
New England and an
Investment Officer at
Massachusetts Capital
Resource Company.

- --------
* Mr. Walsh is head of an investment team of more than 30 individuals who are
primarily responsible for the day-to-day management of the Fund.

The address of Allmerica Financial is 440 Lincoln Street, Worcester,
Massachusetts 01653. The address of Western Asset Management Company is 117 E.
Colorado Boulevard, Pasadena, California 91105. The address of Western Asset
Management Company Limited is 155 Bishopgate, London, United Kingdom, EC2M3TY.
The address of Opus Investment Management, Inc. is 440 Lincoln Street,
Worcester, Massachusetts, 01653. For the fiscal year ended December 31, 2002,
the Strategic Income Fund and Investment Grade Income Fund paid advisory fees
to Allmerica Financial representing 0.56% and 0.41%, respectively, of their
average net assets. For the same period, Allmerica Financial paid WAMC and WAMC
Ltd. aggregate fees equal to 0.20% of the Strategic Income Fund's average net
assets and Opus fees equal to 0.28% of the Investment Grade Income Fund's
average net assets.

Federal Income Tax Consequences

Please review "Federal Income Tax Consequences" in the General Information
section of this Prospectus/Proxy Statement.

THE TRUSTEES OF ALLMERICA INVESTMENT TRUST UNANIMOUSLY RECOMMEND APPROVAL OF
THE REORGANIZATION AGREEMENT.

Required Vote for the Proposal

Approval of the Reorganization Agreement will require the affirmative vote
of a majority of the shares of the Strategic Income Fund outstanding at the
record date for the Meeting.

VII. GENERAL INFORMATION

Information about the Mergers

Terms of the Reorganization Agreements

If approved by the shareholders of the relevant Acquired Fund, each Merger
is expected to occur on or around April 30, 2003, pursuant to a Reorganization
Agreement, the form of which is attached as Appendix A to this Prospectus/Proxy
Statement. Each Reorganization Agreement is identical to the other
Reorganization Agreements, except for the names of the Funds involved. Please
review Appendix A. The following is a brief summary of the principal terms of
each Reorganization Agreement:

. The Acquired Fund will transfer all of its assets and liabilities
attributable to its shares to the Acquiring Fund in exchange for shares
of the Acquiring Fund (the "Merger Shares").

. The Merger will occur on the next business day after the time when the
assets of each Fund are valued for purposes of the Merger (the
"Valuation Date") (currently scheduled to be the close of regular
trading on the New York Stock Exchange on April 30, 2003 or such other
date and time as the parties may determine).

. The exchange, which will be effected on the basis of the relative net
asset value of the two Funds, will be followed immediately by the
distribution of the Merger Shares to the shareholders of the Acquired
Fund in complete liquidation of the Acquired Fund.

. After the Merger, the Acquired Fund will be terminated, and its affairs
will be wound up in an orderly fashion.

. The Merger requires approval by the Acquired Fund's shareholders and
satisfaction of a number of other conditions; the Merger may be
terminated at any time prior to closing with the approval of the
Trustees.

A shareholder or contract holder who objects to the Merger will not be
entitled under Massachusetts law or the Declaration of Trust of the Trust, as
amended (the "Declaration of Trust"), to demand payment for, or an appraisal
of, his or her shares. However, shareholders should be aware that the Merger as
proposed is not expected to result in recognition of gain or loss to
shareholders for federal income tax purposes. Holders of variable life or
variable annuity contracts invested in an Acquired Fund may exchange their
investment for an investment in other investment options, as provided in their
contracts before or after the Merger.

Organization

Each of the Merger Shares will be fully paid and nonassessable by the
relevant Acquiring Fund when issued, will be transferable without restriction,
and will have no preemptive or conversion rights. The Declaration of Trust
permits the Trustees to divide its shares, without shareholder approval, into
two or more series of shares representing separate investment portfolios and to
further divide any such series, without shareholder approval, into two or more
classes of shares, such series and/or classes having such preferences and
special or relative rights and privileges as the Trustees may determine. Each
of the Acquiring Fund's shares are not currently divided into more than one
class. The rights of shareholders of the Acquired Funds and the Acquiring Funds
under the Declaration of Trust and applicable law are identical.

Shares to be Issued

If the Mergers occur, the Insurance Companies, as shareholders of the
Acquired Funds, will receive shares of each relevant Acquiring Fund. The
Acquiring Fund shares issued in the Merger will have an aggregate net asset
value equal to the aggregate net asset value of the current shares of the
relevant Acquired Fund as of the Valuation Date. All of the Acquiring Funds and
Acquired Funds share identical procedures regarding purchases, exchanges and
redemptions of shares. These procedures are described in greater detail in
Appendix D. Accordingly, procedures for purchasing and redeeming shares will
not change as a result of the Merger. Following the Merger:

. You will have the same exchange options as you currently have.

. You will have the same voting rights under the Trust's Declaration of
Trust and applicable law as you currently have.

Information concerning the capitalization of each of the Funds is contained
in Appendix B.

Federal Income Tax Consequences

Provided that the contracts funded through the Separate Accounts of the
Insurance Companies qualify as annuity contracts under Section 72 of the Code
or as life insurance contracts under Section 7702(a) of the Code, the Mergers
will not create any tax liability for owners of the contracts.

The closing of each of the Mergers will be conditioned on receipt of an
opinion from Ropes & Gray to the effect that, on the basis of the existing
provisions of the Code, current administrative rules and court decisions and,
in the case of the Strategic Growth Fund's merger into the Select Growth Fund
and the Emerging Markets Fund's merger into the International Equity Fund,
although not entirely free from doubt, for federal income tax purposes:

. the Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund
will each be a "party to a reorganization" within the meaning of Section
368(b) of the Code;

. under Section 361 of the Code, no gain or loss will be recognized by the
Acquired Fund upon the transfer of its assets to the Acquiring Fund in
exchange for Acquiring Fund shares and the assumption by the Acquiring
Fund of the Acquired Fund's liabilities, or upon the distribution of
such Acquiring Fund shares to the shareholders of the Acquired Fund;

. under Section 1032 of the Code, no gain or loss will be recognized by
the Acquiring Fund upon the receipt of the assets of the Acquired Fund
in exchange for the assumption of the obligations of the Acquired Fund
and issuance of Acquiring Fund shares;

. under Section 362(b) of the Code, the Acquiring Fund's tax basis in the
assets that it receives from the Acquired Fund will be the same as the
basis of those assets in the hands of the Acquired Fund immediately
prior to the transfer;

. under Section 1223(2) of the Code, the Acquiring Fund's holding periods
in the assets that it receives from the Acquired Fund will include the
periods during which those assets were held by the Acquired Fund;

. under Section 354 of the Code, the Acquired Fund shareholders will
recognize no gain or loss upon the distribution of Acquiring Fund shares
to them in exchange for their shares of the Acquired Fund;

. under Section 358 of the Code, the aggregate tax basis of the Acquiring
Fund shares received by each shareholder of the Acquired Fund in
exchange for their Acquired Fund shares will be the same as the
aggregate tax basis of the Acquired Fund shares exchanged therefor;

. under Section 1223(l) of the Code, an Acquired Fund shareholder's
holding period for the Acquiring Fund shares received pursuant to the
Agreement and Plan of Reorganization will include the holding period for
the Acquired Fund shares exchanged for the Acquiring Fund shares;
provided such shares of the Acquired Fund were held as a capital asset
on the date of the exchange; and

. under Section 381 of the Code, the Acquiring Fund will succeed to the
capital loss carryovers of the Acquired Fund, if any, but the use by the
Acquiring Fund of any such carryovers (and of capital loss carryovers of
the Acquiring Fund) may be subject to limitation under Section 383 or
384 of the Code.

The opinion will be based on certain factual certifications made by officers
of the Trust and will also be based on customary assumptions. The opinion is
not a guarantee that the tax consequences of a Merger will be as described
above.

Voting Information

The Trustees are soliciting proxies in connection with the Meeting, which
has been called to be held at 9:00 a.m. local time on March 27, 2003, at the
offices of Allmerica Financial, 440 Lincoln Street, Worcester, Massachusetts
01653. The meeting notice, this Prospectus/Proxy Statement and the Form of
Proxy are first being mailed to contractholders beginning on or about February
26, 2003. Shareholders of record of each of the Acquired Funds as of the close
of business on January 8, 2003 (the "Record Date") are eligible to vote on the
Proposals described in this Prospectus/Proxy Statement, except as otherwise
noted.

Voting Process. The shares of each of the Funds of the Trust may be
purchased only by Separate Accounts established by First Allmerica or Allmerica
Financial Life. Subject to certain exceptions with respect to unregistered
Separate Accounts, First Allmerica and Allmerica Financial Life will vote the
shares of the Fund held in each Separate Account in accordance with
instructions received from variable life insurance policy owners and variable
annuity contract owners (collectively, "Contract Owners") with respect to all
matters on which Fund shareholders are entitled to vote. Except when otherwise
permitted by applicable law or regulation, interests in Contracts for which no
proxies are received will be voted in proportion to the proxy instructions
which are received from Contract Owners. First Allmerica and Allmerica
Financial Life also will vote shares in a registered Separate Account that they
own and which are not attributable to Contracts in the same proportion.

As of the close of business on the Record Date, the number of shares
outstanding of each Acquired Fund was as follows:

Number of Shares Outstanding
Fund as of January 8, 2003
---- ----------------------------

Select Strategic Growth Fund....... 72,837,153.677
Select Emerging Markets Fund....... 81,537,557.191
Select Growth and Income Fund...... 353,186,985.270
Select Aggressive Growth Fund...... 319,452,982.666
Select Strategic Income Fund....... 133,441,389.133

As of the close of business on the Record Date, the Trustees and officers of
the Trust, as a group, did not own of record or beneficially 1% or more of the
outstanding shares of any Acquired Fund.

In addition to the solicitation of proxies by mail, officers and employees
of the Trust, without additional compensation, may solicit proxies in person or
by telephone. Subject to certain exceptions the costs associated with such
solicitation, as well as the Meeting, will be borne by the Trust.

Shareholders may vote their shares of the Trust by completing the enclosed
proxy and returning it by mail to the Trust. Any shareholder giving a proxy may
revoke it before it is exercised at the Meeting by submitting a later-dated
proxy, written notice of revocation or by attending the Meeting and voting the
shares in person.

In the event that a quorum of Shareholders (thirty percent (30%) of all
shares issued and outstanding and entitled to vote at the Meeting), for any
Acquired Fund, is not represented at the Meeting or at any adjournments
thereof, or, even though a quorum is so represented, if sufficient votes in
favor of the matters set forth in the Notice of Meeting are not received by
March 26, 2003, the persons named as proxies may propose one or more
adjournments of the Meeting for a period or periods of not more than 90 days in
the aggregate and further solicitation of proxies may be made. Any such
adjournment may be effected by a majority of the votes properly cast in person
or by proxy on the question at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of the matters set forth in the Notice
of the Meeting. They will vote against any such adjournment those proxies
required to be voted against any such matters.

Quorum and Method of Tabulation. Thirty percent (30%) of the shares
entitled to vote, present in person or represented by proxy, constitute a
quorum for the transaction of business at the Meeting. Votes cast by proxy or
in person at the Meeting will be counted by persons appointed by the Trust to
act as tellers for the Meeting.

The tellers will count the total number of votes cast "for" approval of the
Proposals for purposes of determining whether sufficient affirmative votes have
been cast. The tellers will count shares represented by proxies that reflect
abstentions or "broker nonvotes" (i.e., shares held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) as shares that are present
and entitled to vote on the matter for purposes of determining the presence of
a quorum, but otherwise will be treated in the same way as shares with respect
to which no proxies are received.

Other Matters and Discretion of Persons Named as Proxies. While the Meeting
is called to act upon any business that may properly come before it, at the
date of this Proxy Statement the only business which management intends to
present or knows that others will present is the business mentioned in the
accompanying Notice. If any other matters properly come before the Meeting, and
on all procedural matters at the Meeting, it is intended that the enclosed
proxy shall be voted in accordance with the best judgment of the persons named
as proxies therein, or their substitutes, present and acting at the Meeting.

Date for Receipt of Shareholder Proposals. The Declaration of Trust does
not provide for regular annual meetings of Shareholders, nor does the Trust
currently intend to hold annual meetings. No proposals were submitted by
Shareholders for presentation at the Meeting. Shareholder proposals which are
intended to be presented at a subsequent meeting of Shareholders of the Trust
must be received at the principal executive offices of the Trust, 440 Lincoln
Street, Worcester, MA 01653, at least 160 days in advance of the date of any
such meeting in order to be included in the proxy statement and proxy related
to such meeting.

Costs of Mergers

Except as described below, the Acquired Funds will bear the costs of the
Mergers, including costs of solicitation, except for portfolio transaction
costs incurred by the Funds in connection with the purchase or sale of
portfolio securities in the ordinary course of business, which will be borne by
the respective Funds incurring such costs, and governmental fees required in
connection with the registration or qualification under applicable state and
federal laws of the shares of the Acquiring Funds to be issued, which will be
borne by the Acquiring Funds.

The costs of the merger between the Aggressive Growth Fund and the Select
Growth Fund will be borne equally by the Aggressive Growth Fund and the Select
Growth Fund. In making this determination, the Trustees considered the likely
impact of the merger on expenses borne by shareholders of both Funds, and
concluded that the merger will likely benefit each of the Funds in a similar
measure.

The costs to be borne by the Acquired Funds will include, among other costs,
the costs of this Prospectus/Proxy Statement. In the event that any of the
Mergers is not consummated, the relevant Acquired Fund will bear all of the
costs and expenses incurred by both the relevant Acquired Fund and Acquiring
Fund in connection with such Merger.

Appendix A

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the "Agreement") is made as of
January 7, 2003 in Worcester, Massachusetts, by and between Allmerica
Investment Trust, a Massachusetts business trust (the "Trust"), on behalf of
its series (the "Acquired Fund"), and the Trust, on behalf of
its series (the "Acquiring Fund").

Plan of Reorganization

(a) The Acquired Fund will sell, assign, convey, transfer and deliver to the
Acquiring Fund on the Exchange Date (as defined in Section 6) all of its
properties and assets. In consideration therefor, the Acquiring Fund shall, on
the Exchange Date, assume all of the liabilities of the Acquired Fund existing
at the Valuation Time (as defined in Section 3(c)) and deliver to the Acquired
Fund a number of full and fractional Shares of beneficial interest of the
Acquiring Fund (the "Reorganization Shares") having an aggregate net asset
value equal to the value of the assets of the Acquired Fund attributable to the
Shares of the Acquired Fund transferred to the Acquiring Fund on such date less
the value of the liabilities of the Acquired Fund attributable to the Shares of
the Acquired Fund assumed by the Acquiring Fund on that date.

(b) Upon consummation of the transaction described in paragraph (a) above,
the Acquiring Fund shall distribute in complete liquidation to its shareholders
of record as of the Exchange Date the Reorganization Shares, each shareholder
being entitled to receive that proportion of such Reorganization Shares which
the number of shares of the Acquired Fund held by such shareholder bears to the
number of shares of the Acquired Fund outstanding on such date. Certificates
representing the Reorganization Shares will not be issued. All issued and
outstanding shares of the Acquired Fund will simultaneously be canceled on the
books of the Acquired Fund.

(c) As promptly as practicable after the liquidation of the Acquired Fund as
aforesaid, the Acquired Fund shall be dissolved pursuant to the provisions of
the Amended Agreement and Declaration of Trust of the Trust (the "Declaration
of Trust"), and applicable law, and its legal existence terminated. Any
reporting responsibility of the Acquired Fund is and shall remain the
responsibility of the Acquired Fund up to and including the Exchange Date and,
if applicable, such later date on which the Acquired Fund is liquidated.

Agreement

1. Representations, Warranties and Agreements of the Acquiring Fund. The
Acquiring Fund represents and warrants to and agrees with the Acquired Fund
that:

A-1

a) The Acquiring Fund is a series of the Trust, a Massachusetts business
trust duly established and validly existing under the laws of The
Commonwealth of Massachusetts, and has power to own all of its properties
and assets and to carry out its obligations under this Agreement. The Trust
is qualified as a foreign association in every jurisdiction where required,
except to the extent that failure to so qualify would not have a material
adverse effect on the Trust. Each of the Trust and the Acquiring Fund has
all necessary federal, state and local authorizations to carry on its
business as now being conducted and to carry out this Agreement.

b) [Reserved]

c) A statement of assets and liabilities, statement of operations,
statement of changes in net assets and a schedule of investments (indicating
their market values) of the Acquiring Fund as of and for the year ended
December 31, 2001, and for the six months ending June 30, 2002, have been
furnished to the Acquired Fund. Such statements of assets and liabilities
and schedules fairly present the financial position of the Acquiring Fund as
of such dates and such statements of operations and changes in net assets
fairly reflect the results of its operations and changes in net assets for
the periods covered thereby in conformity with generally accepted accounting
principles.

d) The current prospectus and statement of additional information of the
Trust, each dated May 1, 2002, relating to the Acquiring Fund (collectively,
as from time to time amended, the "Acquiring Fund Prospectus"), which have
previously been furnished to the Acquired Fund, did not as of such date and
do not contain as of the date hereof, with respect to the Acquiring Fund,
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading.

e) There are no material legal, administrative or other proceedings
pending or, to the knowledge of the Trust or the Acquiring Fund, threatened
against the Trust or the Acquiring Fund, which assert liability on the part
of the Acquiring Fund. The Acquiring Fund knows of no facts which might form
the basis for the institution of such proceedings and is not a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business or its
ability to consummate the transactions herein contemplated.

f) The Acquiring Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown belonging to it on its
statement of assets and liabilities as of June 30, 2002, those incurred in
the ordinary course of its business as an investment company since June 30,
2002, and those to be assumed pursuant to this Agreement. Prior to the
Exchange Date, the Acquiring Fund will endeavor to quantify and to reflect
on its balance sheet all of its material known liabilities and will advise
the Acquired Fund of all material liabilities, contingent or otherwise,

A-2

incurred by it subsequent to June 30, 2002, whether or not incurred in the
ordinary course of business.

g) As of the Exchange Date, the Acquiring Fund will have filed all
federal and other tax returns and reports which, to the knowledge of the
officers of the Trust, are required to be filed by the Acquiring Fund and
will have paid or will pay all federal and other taxes shown to be due on
said returns or on any assessments received by the Acquiring Fund. All tax
liabilities of the Acquiring Fund have been adequately provided for on its
books, and no tax deficiency or liability of the Acquiring Fund has been
asserted, and no question with respect thereto has been raised or is under
audit, by the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid.

h) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Acquiring
Fund of the transactions contemplated by this Agreement, except such as may
be required under the Securities Act of 1933, as amended (the "1933 Act"),
the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940
Act and state insurance, securities or blue sky laws (which term as used
herein shall include the laws of the District of Columbia and of Puerto
Rico).

i) The registration statement (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") by the Trust on
Form N-14 on behalf of the Acquiring Fund and relating to the Reorganization
Shares issuable hereunder and the proxy statement of the Acquired Fund
relating to the meeting of the Acquired Fund shareholders referred to in
Section 7(a) herein (together with the documents incorporated therein by
reference, the "Acquired Fund Proxy Statement"), on the effective date of
the Registration Statement, (i) will comply in all material respects with
the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules
and regulations thereunder and (ii) will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and at
the time of the shareholders meeting referred to in Section 7(a) and on the
Exchange Date, the prospectus which is contained in the Registration
Statement, as amended or supplemented by any amendments or supplements filed
with the Commission by the Trust, and the Acquired Fund Proxy Statement will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that none of the
representations and warranties in this subsection shall apply to statements
in or omissions from the Registration Statement or the Acquired Fund Proxy
Statement made in reliance upon and in conformity with information furnished
by the Acquired Fund to the Acquiring Fund for use in the Registration
Statement or the Acquired Fund Proxy Statement.

A-3

j) There are no material contracts outstanding to which the Acquiring
Fund is a party, other than as are or will be disclosed in the Acquiring
Fund Prospectus, the Registration Statement or the Acquired Fund Proxy
Statement.

k) All of the issued and outstanding shares of beneficial interest of the
Acquiring Fund have been offered for sale and sold in conformity with all
applicable federal and state securities laws (including any applicable
exemptions therefrom), or the Acquiring Fund has taken any action necessary
to remedy any prior failure to have offered for sale and sold such shares in
conformity with such laws.

l) The Acquiring Fund qualifies (in respect of each taxable year since
its commencement of operations) and will at all times through the Exchange
Date qualify for taxation as a "regulated investment company" under Sections
851 and 852 of the Code.

m) The issuance of the Reorganization Shares pursuant to this Agreement
will be in compliance with all applicable federal and state securities laws.

n) The Reorganization Shares to be issued to the Acquired Fund have been
duly authorized and, when issued and delivered pursuant to this Agreement,
will be legally and validly issued and will be fully paid and non-assessable
by the Acquiring Fund, and no shareholder of the Acquiring Fund will have
any preemptive right of subscription or purchase in respect thereof.

o) All issued and outstanding shares of the Acquiring Fund are, and at
the Exchange Date will be, duly authorized, validly issued, fully paid and
non-assessable by the Acquiring Fund. The Acquiring Fund does not have
outstanding any options, warrants or other rights to subscribe for or
purchase any Acquiring Fund shares, nor is there outstanding any security
convertible into any Acquiring Fund shares.

2. Representations, Warranties and Agreements of the Acquired Fund. The
Acquired Fund represents and warrants to and agrees with the Acquiring Fund
that:

a) The Acquired Fund is a series of the Trust, a Massachusetts business
trust duly established and validly existing under the laws of The
Commonwealth of Massachusetts, and has power to own all of its properties
and assets and to carry out this Agreement. The Trust is qualified as a
foreign association in every jurisdiction where required, except to the
extent that failure to so qualify would not have a material adverse effect
on the Trust. Each of the Trust and the Acquired Fund has all necessary
federal, state and local authorizations to own all of its properties and
assets and to carry on its business as now being conducted and to carry out
this Agreement.

b) [Reserved]

A-4

c) A statement of assets and liabilities, statement of operations,
statement of changes in net assets and a schedule of investments (indicating
their market values) of the Acquired Fund as of and for the year ended
December 31, 2001, and for the six months ending June 30, 2002, have been
furnished to the Acquiring Fund. Such statements of assets and liabilities
and schedules fairly present the financial position of the Acquired Fund as
of such dates, and such statements of operations and changes in net assets
fairly reflect the results of its operations and changes in net assets for
the periods covered thereby, in conformity with generally accepted
accounting principles.

d) The current prospectuses and statement of additional information of
the Trust, each dated May 1, 2002 relating to the Acquired Fund
(collectively, as from time to time amended, the "Acquired Fund
Prospectus"), which have previously been furnished to the Acquiring Fund,
did not contain as of such dates and do not contain, with respect to the
Acquired Fund, any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading.

e) There are no material legal, administrative or other proceedings
pending or, to the knowledge of the Trust or the Acquired Fund, threatened
against the Trust or the Acquired Fund, which assert liability on the part
of the Acquired Fund. The Acquired Fund knows of no facts which might form
the basis for the institution of such proceedings and is not a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business or its
ability to consummate the transactions herein contemplated.

f) There are no material contracts outstanding to which the Acquired Fund
is a party, other than as are disclosed in the registration statement on
Form N-1A of the Trust or the Acquired Fund Prospectus.

g) The Acquired Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown on the Acquired Fund's
statement of assets and liabilities as of June 30, 2002 referred to above
and those incurred in the ordinary course of its business as an investment
company since such date. Prior to the Exchange Date, the Acquired Fund will
endeavor to quantify and to reflect on its balance sheet all of its material
known liabilities and will advise the Acquiring Fund of all material
liabilities, contingent or otherwise, incurred by it subsequent to June 30,
2002, whether or not incurred in the ordinary course of business.

h) As of the Exchange Date, the Acquired Fund will have filed all federal
and other tax returns and reports which, to the knowledge of the officers of
the Trust, are required to be filed by the Acquired Fund and has paid or
will pay all federal and other taxes shown to be due on said returns or on
any assessments received by the Acquired Fund. All tax liabilities of the
Acquired Fund have been adequately provided for on its books, and no tax
deficiency or liability of the Acquired Fund

A-5

has been asserted, and no question with respect thereto has been raised or
is under audit, by the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid.

i) At the Exchange Date, the Trust, on behalf of the Acquired Fund, will
have full right, power and authority to sell, assign, transfer and deliver
the Investments (as defined below) and any other assets and liabilities of
the Acquired Fund to be transferred to the Acquiring Fund pursuant to this
Agreement. At the Exchange Date, subject only to the delivery of the
Investments and any such other assets and liabilities as contemplated by
this Agreement, the Acquiring Fund will acquire the Investments and any such
other assets and liabilities subject to no encumbrances, liens or security
interests whatsoever and without any restrictions upon the transfer thereof,
except as previously disclosed to the Acquiring Fund. As used in this
Agreement, the term "Investments" shall mean the Acquired Fund's investments
shown on the schedule of its investments as of June 30, 2002 referred to in
Section 2(c) hereof, as supplemented with such changes in the portfolio as
the Acquired Fund shall make, and changes resulting from stock dividends,
stock split-ups, mergers and similar corporate actions through the Exchange
Date.

j) No registration under the 1933 Act of any of the Investments would be
required if they were, as of the time of such transfer, the subject of a
public distribution by either of the Acquiring Fund or the Acquired Fund,
except as previously disclosed to the Acquiring Fund by the Acquired Fund.

k) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Acquired Fund
of the transactions contemplated by this Agreement, except such as may be
required under the 1933 Act, 1934 Act, the 1940 Act or state insurance,
securities or blue sky laws.

l) The Registration Statement and the Acquired Fund Proxy Statement, on
the effective date of the Registration Statement, (i) will comply in all
material respects with the provisions of the 1933 Act, the 1934 Act and the
1940 Act and the rules and regulations thereunder and (ii) will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; and at the time of the shareholders meeting referred to in
Section 7(a) and on the Exchange Date, the Acquired Fund Proxy Statement and
the Registration Statement will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided,
however, that none of the representations and warranties in this subsection
shall apply to statements in or omissions from the Registration Statement or
the Acquired Fund Proxy Statement made in reliance upon and in conformity
with information furnished by the Acquiring Fund to the Acquired Fund or the
Trust for use in the Registration Statement or the Acquired Fund Proxy
Statement.

A-6

m) All of the issued and outstanding shares of beneficial interest of the
Acquired Fund shall have been offered for sale and sold in conformity with
all applicable federal and state securities laws (including any applicable
exemptions therefrom), or the Acquired Fund has taken any action necessary
to remedy any prior failure to have offered for sale and sold such shares in
conformity with such laws.

n) All issued and outstanding shares of the Acquired Fund are, and at the
Exchange Date will be, duly authorized, validly issued, fully paid and
non-assessable by the Acquired Fund. The Acquired Fund does not have
outstanding any options, warrants or other rights to subscribe for or
purchase any of the Acquired Fund shares, nor is there outstanding any
security convertible into any of the Acquired Fund shares.

3. Reorganization.

a) Subject to the requisite approval of the shareholders of the Acquired
Fund and to the other terms and conditions contained herein (including the
Acquired Fund's obligation to make the distribution described in Section
8(m)), the Acquired Fund agrees to sell, assign, convey, transfer and
deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from
the Acquired Fund, on the Exchange Date all of the Investments and all of
the cash and other properties and assets of the Acquired Fund, whether
accrued or contingent (including cash received by the Acquired Fund upon the
liquidation by the Acquired Fund of any Investments), in exchange for that
number of shares of beneficial interest of the Acquiring Fund provided for
in Section 4 and the assumption by the Acquiring Fund of all of the
liabilities of the Acquired Fund, whether accrued or contingent, existing at
the Valuation Time (as defined below). Pursuant to this Agreement, the
Acquired Fund will, as soon as practicable after the Exchange Date,
distribute all of the Reorganization Shares received by it to the
shareholders of the Acquired Fund in exchange for their shares of the
Acquired Fund.

b) The Acquired Fund will pay or cause to be paid to the Acquiring Fund
any interest, cash or such dividends, rights and other payments received by
it on or after the Exchange Date with respect to the Investments and other
properties and assets of the Acquired Fund, whether accrued or contingent,
received by it on or after the Exchange Date. Any such distribution shall be
deemed included in the assets transferred to the Acquiring Fund at the
Exchange Date and shall not be separately valued unless the securities in
respect of which such distribution is made shall have gone "ex" such
distribution prior to the Valuation Time, in which case any such
distribution which remains unpaid at the Exchange Date shall be included in
the determination of the value of the assets of the Acquired Fund acquired
by the Acquiring Fund.

A-7

c) The Valuation Time shall be 4:00 p.m. Eastern time on the Exchange
Date or such earlier or later day as may be mutually agreed upon in writing
by the parties hereto (the "Valuation Time").

4. Valuation Time. On the Exchange Date, the Acquiring Fund will deliver to
the Acquired Fund a number of full and fractional Reorganization Shares having
an aggregate net asset value equal to the value of the assets of the Acquired
Fund attributable to the shares of the Acquired Fund transferred to the
Acquiring Fund on such date less the value of the liabilities of the Acquired
Fund attributable to the shares of the Acquired Fund assumed by the Acquiring
Fund on that date.

a) The net asset value of the Reorganization Shares to be delivered to
the Acquired Fund, the value of the assets attributable to the shares of the
Acquired Fund and the value of the liabilities attributable to the shares of
the Acquired Fund to be assumed by the Acquiring Fund shall in each case be
determined as of the Valuation Time.

b) The net asset value of the Reorganization Shares shall be computed in
the manner set forth in the Acquiring Fund Prospectus. The value of the
assets and liabilities of the shares of the Acquired Fund shall be
determined by the Acquiring Fund, in cooperation with the Acquired Fund,
pursuant to procedures which the Acquiring Fund would use in determining the
fair market value of the Acquiring Fund's assets and liabilities.

c) No adjustment shall be made in the net asset value of either the
Acquired Fund or the Acquiring Fund to take into account differences in
realized and unrealized gains and losses.

d) The Acquired Fund shall distribute the Reorganization Shares to the
shareholders of the Acquired Fund by furnishing written instructions to the
Acquiring Fund's transfer agent, which will as soon as practicable open
accounts for each Acquired Fund shareholder in accordance with such written
instructions.

e) The Acquiring Fund shall assume all liabilities of the Acquired Fund,
whether accrued or contingent, in connection with the acquisition of assets
and subsequent dissolution of the Acquired Fund or otherwise.

5. Expenses, Fees, etc.

a) The parties hereto understand and agree that the costs of all
transactions contemplated by the Agreement are being borne by the Acquired
Fund. Notwithstanding any of the foregoing, expenses will in any event be
paid by the party directly incurring such expenses if and to the extent that
the payment by the other party of such expenses would result in the
disqualification of either party as a "regulated investment company" within
the meaning of Section 851 of the Code.

A-8

b) In the event the transactions contemplated by this Agreement are not
consummated for any reason, the Acquired Fund shall bear all expenses
incurred in connection with such transactions.

c) Notwithstanding any other provisions of this Agreement, if for any
reason the transactions contemplated by this Agreement are not consummated,
no party shall be liable to the other party for any damages resulting
therefrom, including, without limitation, consequential damages, except as
specifically set forth above.

6. Exchange Date. Delivery of the assets of the Acquired Fund to be
transferred, assumption of the liabilities of the Acquired Fund to be assumed,
and the delivery of the Reorganization Shares to be issued shall be made at
Worcester, Massachusetts, as of April 30, 2003, or at such other date agreed to
by the Acquiring Fund and the Acquired Fund, the date and time upon which such
delivery is to take place being referred to herein as the "Exchange Date."

7. Meetings of Shareholders; Dissolution.

a) The Trust, on behalf of the Acquired Fund, agrees to call a meeting of
the Acquired Fund's shareholders to be held as soon as is practicable after
the effective date of the Registration Statement for the purpose of
considering the sale of all of its assets to and the assumption of all of
its liabilities by the Acquiring Fund as herein provided and adopting this
Agreement.

b) The Acquired Fund agrees that the liquidation and dissolution of the
Acquired Fund will be effected in the manner provided in the Declaration of
Trust in accordance with applicable law and that on and after the Exchange
Date, the Acquired Fund shall be liquidated and shall not conduct any
business except in connection with its liquidation and dissolution.

c) The Acquiring Fund has, in consultation with the Acquired Fund and
based in part on information furnished by the Acquired Fund, filed the
Registration Statement with the Commission. Each of the Acquired Fund and
the Acquiring Fund will cooperate with the other, and each will furnish to
the other the information relating to itself required by the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations thereunder to be set
forth in the Registration Statement.

8. Conditions to the Acquiring Fund's Obligations. The obligations of the
Acquiring Fund hereunder shall be subject to the following conditions:

a) That this Agreement shall have been adopted and the transactions
contemplated hereby shall have been approved by the requisite votes of the
holders of the outstanding shares of beneficial interest of the Acquired
Fund entitled to vote.

b) That the Acquired Fund shall have furnished to the Acquiring Fund a
statement of the Acquired Fund's assets and liabilities, with values
determined as

A-9

provided in Section 4 of this Agreement, together with a list of Investments
with their respective tax costs, all as of the Valuation Time, certified on
the Acquired Fund's behalf by the President (or any Vice President) and
Treasurer (or any Assistant Treasurer) of the Trust, and a certificate of
both such officers, dated the Exchange Date, that there has been no material
adverse change in the financial position of the Acquired Fund since June 30,
2002, other than changes in the Investments and other assets and properties
since that date or changes in the market value of the Investments and other
assets of the Acquired Fund, or changes due to dividends paid or losses from
operations.

c) That the Acquired Fund shall have furnished to the Acquiring Fund a
statement, dated the Exchange Date, signed by the President (or any Vice
President) and Treasurer (or any Assistant Treasurer) of the Trust
certifying that as of the Valuation Time and as of the Exchange Date all
representations and warranties of the Acquired Fund made in this Agreement
are true and correct in all material respects as if made at and as of such
dates and the Acquired Fund has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to such dates.

d) [Reserved]

e) That there shall not be any material litigation pending with respect
to the matters contemplated by this Agreement.

f) That the Acquiring Fund shall have received an opinion of Ropes &
Gray, counsel to the Acquired Fund, in form satisfactory to counsel to the
Acquiring Fund, and dated the Exchange Date, to the effect that (i) the
Trust is a Massachusetts business trust duly formed and is validly existing
under the laws of The Commonwealth of Massachusetts and has the power to own
all its properties and to carry on its business as presently conducted; (ii)
this Agreement has been duly authorized, executed and delivered by the Trust
on behalf of the Acquired Fund and, assuming that the Registration
Statement, the Acquired Fund Prospectus and the Acquired Fund Proxy
Statement comply with the 1933 Act, the 1934 Act and the 1940 Act and
assuming due authorization, execution and delivery of this Agreement by the
Trust on behalf of the Acquired Fund, is a valid and binding obligation of
the Trust on behalf of the Acquired Fund; (iii) the execution and delivery
of this Agreement did not, and the consummation of the transactions
contemplated hereby will not, violate the Declaration of Trust or By-Laws or
any provision of any agreement known to such counsel to which the Trust or
the Acquired Fund is a party or by which it is bound; and (iv) to the
knowledge of such counsel, no consent, approval, authorization or order of
any court or governmental authority is required for the consummation by the
Trust on behalf of the Acquired Fund of the transactions contemplated
hereby, except such as have been obtained under the 1933 Act, the 1934 Act
and the 1940 Act and such as may be required under state securities or blue
sky laws.

A-10

g) [Reserved]

h) That the Acquiring Fund shall have received an opinion of Ropes & Gray
(which opinion would be based upon certain factual representations and
subject to certain qualifications), dated the Exchange Date, in form
satisfactory to the Acquiring Fund and its counsel, to the effect that, on
the basis of the existing provisions of the Code, current administrative
rules, and court decisions, for federal income tax purposes (i) no gain or
loss will be recognized by the Acquiring Fund upon receipt of the
Investments transferred to the Acquiring Fund pursuant to this Agreement in
exchange for the Reorganization Shares; (ii) the basis to the Acquiring Fund
of the Investments will be the same as the basis of the Investments in the
hands of the Acquired Fund immediately prior to such exchange; and (iii) the
Acquiring Fund's holding periods with respect to the Investments will
include the respective periods for which the Investments were held by the
Acquired Fund.

i) That the assets of the Acquired Fund to be acquired by the Acquiring
Fund will include no assets which the Acquiring Fund, by reason of charter
limitations or of investment restrictions disclosed in the Registration
Statement in effect on the Exchange Date, may not properly acquire.

j) That the Registration Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of the Trust or the Acquiring Fund,
threatened by the Commission.

k) That the Trust shall have received from the Commission, any relevant
state securities administrator and any relevant state insurance regulatory
authority such order or orders as are reasonably necessary or desirable
under the 1933 Act, the 1934 Act, the 1940 Act, and any applicable state
securities or blue sky laws or state insurance laws in connection with the
transactions contemplated hereby, and that all such orders shall be in full
force and effect.

l) That all actions taken by the Trust on behalf of the Acquired Fund in
connection with the transactions contemplated by this Agreement and all
documents incidental thereto shall be satisfactory in form and substance to
the Acquiring Fund and its counsel.

m) That, prior to the Exchange Date, the Acquired Fund shall have
declared a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to the shareholders of the
Acquired Fund (i) all of the excess of (x) the Acquired Fund's investment
income excludable from gross income under Section 103(a) of the Code over
(y) the Acquired Fund's deductions disallowed under Sections 265 and
171(a)(2) of the Code, (ii) all of the Acquired Fund's investment company
taxable income as defined in Section 852 of the Code (computed in each case
without regard to any deduction for dividends paid), and (iii) all of the
Acquired Fund's net capital gain realized (after reduction for any capital
loss carryover), in each case for the taxable year ending on December 31,
2002 and the subsequent taxable year ending on the Exchange Date.

A-11

n) That the Acquired Fund shall have furnished to the Acquiring Fund a
certificate, signed by the President (or any Vice President) and the
Treasurer (or any Assistant Treasurer) of the Trust, as to the tax cost to
the Acquired Fund of the securities delivered to the Acquiring Fund pursuant
to this Agreement, together with any such other evidence as to such tax cost
as the Acquiring Fund may reasonably request.

o) That the Acquired Fund's custodian shall have delivered to the
Acquiring Fund a certificate identifying all of the assets of the Acquired
Fund held or maintained by such custodian as of the Valuation Time.

p) [Reserved]

q) [Reserved]

r) [Reserved]

s) [Reserved]

9. Conditions to the Acquired Fund's Obligations. The obligations of the
Acquired Fund hereunder shall be subject to the following conditions:

a) That this Agreement shall have been adopted and the transactions
contemplated hereby shall have been approved by the requisite vote of the
holders of the outstanding shares of beneficial interest of the Acquired
Fund entitled to vote.

b) That the Trust, on behalf of the Acquiring Fund, shall have executed
and delivered to the Acquired Fund an Assumption of Liabilities dated as of
the Exchange Date pursuant to which the Acquiring Fund will assume all of
the liabilities of the Acquired Fund existing at the Valuation Time in
connection with the transactions contemplated by this Agreement, other than
liabilities arising pursuant to this Agreement.

c) That the Acquiring Fund shall have furnished to the Acquired Fund a
statement, dated the Exchange Date, signed by the President (or any Vice
President) and Treasurer (or any Assistant Treasurer) of the Trust,
certifying that as of the Valuation Time and as of the Exchange Date all
representations and warranties of the Acquiring Fund made in this Agreement
are true and correct in all material respects as if made at and as of such
dates, and that the Acquiring Fund has complied with all of the agreements
and satisfied all of the conditions on its part to be performed or satisfied
at or prior to each of such dates; and that the Trust shall have furnished
to the Acquired Fund a statement, dated the Exchange Date, signed by an
officer of the Trust certifying that as of the Valuation Time and as of the
Exchange Date, to the best of the knowledge of the Trust, after due inquiry,
all representations and warranties of the Acquiring Fund made in this
Agreement are true and correct in all material respects as if made at and as
of such date.

A-12

d) That there shall not be any material litigation pending or threatened
with respect to the matters contemplated by this Agreement.

e) That the Acquired Fund shall have received an opinion of Ropes & Gray,
counsel to the Acquiring Fund, in form satisfactory to counsel to the
Acquired Fund, and dated the Exchange Date, to the effect that (i) the Trust
is a Massachusetts business trust duly formed and is validly existing under
the laws of The Commonwealth of Massachusetts and has the power to own all
its properties and to carry on its business as presently conducted; (ii) the
Reorganization Shares to be delivered to the Acquired Fund as provided for
by this Agreement are duly authorized and upon such delivery will be validly
issued and will be fully paid and non-assessable by the Trust and the
Acquiring Fund and no shareholder of the Acquiring Fund has any preemptive
right to subscription or purchase in respect thereof; (iii) this Agreement
has been duly authorized, executed and delivered by the Trust on behalf of
the Acquiring Fund and, assuming that the Acquiring Fund Prospectus, the
Registration Statement and the Acquired Fund Proxy Statement comply with the
1933 Act, the 1934 Act and the 1940 Act and assuming due authorization,
execution and delivery of this Agreement by the Trust on behalf of the
Acquired Fund, is a valid and binding obligation of the Trust and the
Acquiring Fund; (iv) the execution and delivery of this Agreement did not,
and the consummation of the transactions contemplated hereby will not,
violate the Declaration of Trust or By-Laws, or any provision of any
agreement known to such counsel to which the Trust or the Acquiring Fund is
a party or by which it is bound; (v) no consent, approval, authorization or
order of any court or governmental authority is required for the
consummation by the Trust on behalf of the Acquiring Fund of the
transactions contemplated herein, except such as have been obtained under
the 1933 Act, the 1934 Act and the 1940 Act and such as may be required
under state securities or blue sky laws; and (vi) the Registration Statement
has become effective under the 1933 Act, and to best of the knowledge of
such counsel, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the 1933 Act.

f) That the Acquired Fund shall have received an opinion of Ropes & Gray,
dated the Exchange Date (which opinion would be based upon certain factual
representations and subject to certain qualifications), in form satisfactory
to the Acquired Fund and its counsel, to the effect that, on the basis of
the existing provisions of the Code, current administrative rules, and court
decisions, for federal income tax purposes: (i) no gain or loss will be
recognized by the Acquired Fund as a result of the reorganization; (ii) no
gain or loss will be recognized by shareholders of the Acquired Fund on the
distribution of Reorganization Shares to them in exchange for their shares
of the Acquired Fund; (iii) the aggregate tax basis of the Reorganization
Shares that the Acquired Fund's shareholders receive in place of their
Acquired Fund shares will be the same as the aggregate tax basis of the

A-13

Acquired Fund shares exchanged therefor; and (iv) an Acquired Fund
shareholder's holding period for the Reorganization Shares received pursuant
to the Agreement will be determined by including the holding period for the
Acquired Fund shares exchanged for the Reorganization Shares, provided that
the shareholder held the Acquired Fund shares as a capital asset.

g) That all actions taken by the Trust on behalf of the Acquiring Fund in
connection with the transactions contemplated by this Agreement and all
documents incidental thereto shall be satisfactory in form and substance to
the Acquired Fund and its counsel.

h) That the Registration Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of the Trust or the Acquiring Fund,
threatened by the Commission.

i) That the Trust shall have received from the Commission, any relevant
state securities administrator and any relevant state insurance regulatory
authority such order or orders as are reasonably necessary or desirable
under the 1933 Act, the 1934 Act, the 1940 Act, and any applicable state
securities or blue sky laws or state insurance laws in connection with the
transactions contemplated hereby, and that all such orders shall be in full
force and effect.

10. [Reserved]

11. Waiver of Conditions. Each of the Acquired Fund or the Acquiring Fund,
after consultation with counsel and by consent of the Trustees of the Trust, on
behalf of the Acquiring Fund and the Acquired Fund, as the case may be, on its
behalf or an officer authorized by such trustees, may waive any condition to
their respective obligations hereunder, except for the conditions set forth in
Sections 8(a), 8(h), 9(a) and 9(f).

12. No Broker, etc. Each of the Acquired Fund and the Acquiring Fund
represents that there is no person who has dealt with it or the Trust who by
reason of such dealings is entitled to any broker's or finder's or other
similar fee or commission arising out of the transactions contemplated by this
Agreement.

13. Termination. The Acquired Fund and the Acquiring Fund may, by consent
of the Trustees of the Trust, on behalf of the Acquired Fund and the Acquiring
Fund, terminate this Agreement. If the transactions contemplated by this
Agreement have not been substantially completed by September 30, 2003, this
Agreement shall automatically terminate on that date unless a later date is
agreed to by the Acquired Fund and the Acquiring Fund.

14. [Reserved]

A-14

15. Covenants, etc. Deemed Material. All covenants, agreements,
representations and warranties made under this Agreement and any certificates
delivered pursuant to this Agreement shall be deemed to have been material and
relied upon by each of the parties, notwithstanding an investigation made by
them or on their behalf.

16. Sole Agreement; Amendments. This Agreement supersedes all previous
correspondence and oral communications between the parties regarding the
subject matter hereof, constitutes the only understanding with respect to such
subject matter, may not be changed except by a letter of agreement signed by
each party hereto, and shall be construed in accordance with and governed by
the laws of The Commonwealth of Massachusetts.

[The remainder of this page has intentionally been left blank.]

A-15

17. Declaration of Trust. A copy of the Amended Agreement and Declaration
of Trust of Allmerica Investment Trust is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust on behalf of the Acquiring
Fund and the Acquired Fund as trustees and not individually and that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Trust and individually but are binding only
upon the assets and property of the Acquiring Fund or the Acquired Fund, as the
case may be.

ALLMERICA Investment Trust,
on behalf of its series
(the Acquired Fund)

By: -----------------------------
Name:
Title:

ALLMERICA Investment Trust
on behalf of its series
(the Acquiring Fund)

By: -----------------------------
Name:
Title:

A-16

Appendix B

CAPITALIZATION

The following tables shows the capitalization of each of the Acquired Funds
and Acquiring Funds as of December 31, 2002 and on a pro forma combined basis
giving effect to the acquisition of the assets and liabilities of each of the
Acquired Funds by the relevant Acquiring Funds at net asset value as of that
date. The information provided in the "Pro Forma Combined" column assumes each
Merger was consummated on December 31, 2002, includes the anticipated costs of
each Merger and is for information purposes only. No assurance can be given as
to how many shares of each Acquiring Fund will be received by the shareholders
of the relevant Acquired Fund on the date the Merger takes place.

Select Growth Select Growth
Fund Fund
Select Strategic Select Growth Pro Forma Pro Forma
Growth Fund Fund Combined(1) Combined(2)
Proposal #1 ---------------- ------------- ------------- -------------

Net asset value.... $19,075,934 $375,958,982 $395,089,412 $681,650,550
Shares outstanding. 73,622,151 330,120,361 346,873,935 598,464,047
Net asset value per
share............ $0.259 $1.139 $1.139 $1.139

Select International
Equity Fund
Select Emerging Select International Pro Forma
Markets Fund Equity Fund Combined
Proposal #2 ----------------- -------------------- --------------------

Net asset value.......... $ 52,031,853 $335,889,657 $388,124,940
Shares outstanding....... 81,541,658 384,149,836 444,078,879
Net asset value per share $0.638 $0.874 $0.874

Equity Index Fund
Select Growth and Pro Forma
Income Fund Equity Index Fund Combined
Proposal #3 ----------------- -------------------- --------------------
Net asset value.......... $332,167,533 $342,682,878 $676,807,358
Shares outstanding....... 357,511,589 176,278,658 348,151,933
Net asset value per share $0.929 $1.944 $1.944

Select Growth Select Growth
Fund Fund
Select Aggressive Select Growth Pro Forma Pro Forma
Growth Fund Fund Combined(3) Combined(2)
Proposal #4 ----------------- ------------- ------------- -------------

Net asset value.... $286,095,206 $375,958,982 $662,495,435 $681,650,550
Shares outstanding. 321,589,108 330,120,361 581,646,563 598,464,047
Net asset value per
share............ $0.890 $1.139 $1.139 $1.139

B-1

Select Investment Grade
Select Investment Income Fund
Select Strategic Grade Income Pro Forma
Income Fund Fund Combined
Proposal #5 ---------------- ----------------- -----------------------

Net asset value.......... $146,458,320 $620,074,063 $766,702,067
Shares outstanding....... 134,498,570 547,024,532 676,104,116
Net asset value per share $1.089 $1.134 $1.134

- --------
(1) Assumes approval of Proposal 1 only by shareholders of the Strategic Growth
Fund.
(2) Assumes approval both of Proposal 1 by shareholders of the Strategic Growth
Fund and of Proposal 4 by shareholders of the Aggressive Growth Fund.
(3) Assumes approval of Proposal 4 only by shareholders of the Aggressive
Growth Fund.

B-2

Appendix C

SELECT GROWTH FUND

The Select Growth Fund returned (27.60)% for 2002, slightly outperforming
its benchmark, the Russell 1000 Growth Index, which returned (27.89)%.

U.S. large-cap growth stocks were lower for the year, led by the utilities,
technology, and communication services sectors. Helping the fund's performance
were adept stock selection in consumer cyclicals, strong security selection and
an overweight position versus the benchmark in capital goods and an overweight
position in financial stocks, which outperformed the broad market. In the media
segment of consumer cyclicals, performance was helped by an underweight
position versus the benchmark in a major media company and an overweight
position in an entertainment conglomerate. In the retail cyclicals sector, the
portfolio benefited from its holdings of selected retailers, while in the
capital goods sector, the fund's aerospace/defense positions added value by
capitalizing on increased defense contracts and the anticipation of higher
defense spending. An emphasis on banking within the financials sector was also
beneficial to the fund.

While maintaining an underweight position versus the benchmark, the
Investment Sub-Adviser increased the fund's allocation to technology and
health-care stocks throughout the year. The fund moved from an underweight to
an overweight position versus the benchmark in consumer cyclicals and trimmed
its large exposure to financial stocks. The fund remained overweighted versus
the benchmark in the financial sector at year-end primarily due to holdings of
bank stocks. The fund also held larger positions than the benchmark in
communication services, particularly the regional telecommunication companies,
and selected energy stocks. The fund ended the year underweighted versus the
benchmark in the consumer staples, conglomerates and health care sectors.

Average Annual Total Returns

1 Year 5 Years 10 Years
-------- ------- --------

Select Growth Fund................. (27.60)% (4.66)% 4.78%
Russell 1000 Growth Index.......... (27.89)% (3.84)% 6.71%
S&P 500(R) Index................... (22.10)% (0.59)% 9.34%
Lipper Large-Cap Core Funds Average (23.51)% (2.13)% 7.28%

C-1

Growth of a $10,000 Investment Since 1992

[CHART]

Select Growth Russell 1000
Fund Growth Index S&P 500/R/ Index
------------- ------------ ----------------

12/31/1992 10,000 10,000 10,000
12/31/1993 10,084 10,287 11,008
12/31/1994 9,934 10,557 11,153
12/31/1995 12,376 14,481 15,346
12/31/1996 15,102 17,830 18,871
12/31/1997 20,245 23,268 25,166
12/31/1998 27,420 32,274 32,359
12/31/1999 35,594 42,977 39,164
12/31/2000 29,259 33,337 35,596
12/31/2001 22,029 26,530 31,363
12/31/2002 15,949 19,130 24,429

The Select Growth Fund is a portfolio of Allmerica Investment Trust.
Portfolio composition will vary over time.

Past performance is no guarantee of future results. Investment return and
principal value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost.

Effective 5/1/02, the benchmark changed from the S&P 500(R) Index to the
Russell 1000 Growth Index. The Russell 1000 Growth Index measures the
performance of those Russell 1000 companies with higher price-to-book ratios
and higher forecasted growth values. The S&P 500(R) Index is an unmanaged index
of 500 leading stocks. S&P 500(R) Index is a registered trademark of
McGraw-Hill Companies, Inc. The Lipper Large-Cap Core Funds Average is a
non-weighted average of funds within the large-cap core investment objective.
Performance numbers are net of all fund operating expenses, but do not include
insurance charges. If performance information included the effect of these
additional charges, it would have been lower.

Performance prior to 7/1/96 is that of a prior Sub-Adviser.

Investment Sub-Adviser

Putnam Investment Management, LLC

About the Fund

Seeks long-term growth of capital by investing in companies believed to have
long-term growth potential.

C-2

Portfolio Composition

As of December 31, 2002, the sector allocation of net assets was:

[CHART]

Pharmaceuticals 19%
Computer Software & Processing 9%
Retailers 9%
Computers & Information 7%
Beverages, Food & Tobacco 6%
Industrial - Diversified 6%
Electronics 5%
Banking 5%
Financial Services 5%
Insurance 4%
Other 25%

C-3

SELECT INTERNATIONAL EQUITY FUND

The Select International Equity Fund returned (19.37)% for 2002,
underperforming its benchmark, the MSCI EAFE Index, which returned (15.66)%.

New Zealand and Austria were the best performing developed market countries
in U.S. dollar terms. Some European countries did not perform as well, with
Germany, Sweden and Finland all declining significantly. The U.S. economy
proved to be quite resilient even as the stock market continued to decline,
expanding by more than 2.0% in 2002. That is better than the Eurozone region
where growth may have been below 1.0%. The euro registered gains of close to
18.0% against the U.S. dollar and Eurozone interest rates remained at a
relatively higher level. Most global equity markets recorded negative returns
in 2002 for the third successive year, despite a modest recovery in the fourth
quarter. European markets were among the worst performers, with Germany's DAX
Index declining 43.77% and the French CAC-40 Index falling 29.56%.

Within the fund, consumer staples and energy stocks were among the best
performers for the twelve-month period, while the telecommunication, technology
and financial services sectors detracted from performance. The single largest
contributor to the fund's underperformance was its underexposure to Japan, as
the Japanese equity market outperformed the benchmark. The Investment
Sub-Adviser continues to believe that investment opportunities in Japan may be
limited, and intends to remain underweight versus the benchmark. If an economic
recovery takes hold, the Investment Sub-Adviser believes that corporate profits
may improve, although the level of improvement may be modest. However, the
Investment Sub-Adviser does not expect economic growth to prompt an aggressive
rise in interest rates.

Average Annual Total Returns

1 Year 5 Years Life of Fund
-------- ------- ------------

Select International Equity Fund.. (19.37)% (2.44)% 3.09%
MSCI EAFE Index................... (15.66)% (2.61)% 0.66%
Lipper International Funds Average (16.53)% (2.29)% 2.02%

C-4

Growth of a $10,000 Investment Since 1994

[CHART]

Select International
Equity Fund MSCI EAFE Index
-------------------- ---------------
5/2/1994
Inception
Date $10,000 $10,000
12/31/1994 9,651 10,008
12/31/1995 11,545 11,165
12/31/1996 14,078 11,875
12/31/1997 14,733 12,119
12/31/1998 17,161 14,585
12/31/1999 22,603 18,565
12/31/2000 20,574 15,974
12/31/2001 16,155 12,552
12/31/2002 13,019 10,587

The Select International Equity Fund is a portfolio of Allmerica Investment
Trust. Portfolio composition will vary over time.

Special risk considerations are associated with investments in non-U.S.
companies, including fluctuating foreign exchange rates, foreign governmental
regulations and differing degrees of liquidity that may adversely affect the
portfolio.

The MSCI EAFE Index is an unmanaged index of European, Australian and Far
East stocks. The Lipper International Funds Average is a non-weighted average
of funds within the international fund category. Performance numbers are net of
all fund operating expenses, but do not include insurance charges. If
performance information included the effect of these additional charges, it
would have been lower.

Investment Sub-Adviser

Bank of Ireland Asset Management (U.S.) Ltd.

About the Fund

Seeks maximum long-term total return by investing in non-U.S. companies
based on fundamental value.

C-5

Portfolio Composition

As of December 31, 2002, the country allocation of net assets was:

[CHART]

United Kingdom 30%
Japan 14%
Switzerland 13%
Netherlands 10%
France 9%
Germany 6%
Italy 4%
Spain 4%
Other 10%

C-6

EQUITY INDEX FUND

The Equity Index Fund returned (22.22)% for 2002, performing in line with
its benchmark, the S&P 500(R) Index, which returned (22.10)%.

Stock markets suffered their third year in a row of negative returns in
2002, with every major equity market index suffering double-digit losses for
the year. The period began with much promise for economic growth as depleted
inventories were being rebuilt following the surprising strength of consumer
spending in the aftermath of September 11. Cautious optimism led many to
believe that the Federal Reserve Board's easing cycle was over as it shifted
from an easing bias to a neutral stance. By mid-year, however, most of the
incoming data turned much softer, and the stock markets were roiled with lower
profit reports and new scandals. Housing was the bright spot in the economy as
sales of both new and existing homes hit record highs. Consumers replenished
their ability to spend by refinancing their mortgages in record numbers, but
consumer confidence began to suffer from the effects of a plummeting stock
market and heightened geopolitical risk. The Federal Reserve Board decided to
take action, lowering the federal funds rate to a generational-low 1.25%.

The Investment Sub-Adviser believes that 2003 may hold promise for a return
to positive stock market returns. However, the Investment Sub-Adviser feels
that terrorism and global conflict could re-introduce elevated risk to the
stock markets and bring pessimism back in vogue. Ultimately, an improvement in
corporate profits may be the key to improved stock market performance. With the
global economy mired in slow-growth mode, the Investment Sub-Adviser believes
that this factor could prove elusive.

Average Annual Total Returns

1 Year 5 Years 10 Years
-------- ------- --------

Equity Index Fund........................... (22.22)% (0.77)% 8.91%
S&P 500(R) Index............................ (22.10)% (0.59)% 9.34%
Lipper S&P 500 Index Objective Funds Average (22.43)% (0.86)% 9.01%

Growth of a $10,000 Investment Since 1992

[CHART]

Equity Index Fund S&P 500/R/ Index
----------------- ----------------

12/31/1992 $10,000 $10,000
12/31/1993 10,953 11,008
12/31/1994 11,069 11,153
12/31/1995 15,074 15,346
12/31/1996 18,435 18,871
12/31/1997 24,410 25,166
12/31/1998 31,326 32,359
12/31/1999 37,719 39,164
12/31/2000 34,313 35,596
12/31/2001 30,189 31,363
12/31/2002 23,484 24,429

C-7

The Equity Index Fund is a portfolio of Allmerica Investment Trust.
Portfolio composition will vary over time.

The S&P 500(R) Index is an unmanaged index of 500 leading stocks. S&P 500(R)
Index is a registered trademark of McGraw-Hill Companies, Inc. The Lipper S&P
500 Index Objective Funds Average is a non-weighted average of funds within the
S&P 500(R) Index investment objective. Performance numbers are net of all fund
operating expenses, but do not include insurance charges. If performance
information included the effect of these additional charges, it would have been
lower.

Investment Sub-Adviser

Allmerica Asset Management, Inc.

About the Fund

Seeks to replicate the returns of the S&P 500(R) Index.

Portfolio Composition

As of December 31, 2002, the sector allocation of net assets was:

[CHART]

Pharmaceuticals 12%
Banking 8%
Retailers 6%
Financial Services 6%
Beverages, Food & Tobacco 6%
Oil & Gas 6%
Computer Software & Processing 6%
Insurance 5%
Computers & Information 5%
Industrial - Diversified 4%
Telephone Systems 4%
Other 32%

C-8

SELECT INVESTMENT GRADE INCOME FUND

The Select Investment Grade Income Fund returned 8.14% for 2002,
underperforming its benchmark, the Lehman Brothers Aggregate Bond Index, which
returned 10.27%.

Corporate scandals, massive bankruptcies and negative stock market news
dominated the business headlines during 2002, but the good news for
fixed-income investors was the sustained bond market rally that produced sound
returns for the period. Cautious optimism led many investors to believe that
the Federal Reserve Board's easing cycle was over, as it shifted from an easing
bias to a neutral stance. By mid-year, however, much of the incoming economic
data turned softer, and the equity markets were roiled by lower profit reports
and new scandals. In November, the Federal Reserve Board reduced the target
federal funds rate to a low 1.25%.

The underperformance of the fund to its benchmark was largely driven by an
overweight position in corporate bonds, primarily in the utility sector, which
performed poorly. One bright spot was the performance of the mortgage-backed
securities portion of the fund. Going forward, the Investment Sub-Adviser
intends to add exposure in select areas of the market that may enjoy stable
ratings and improving fundamentals. The Investment Sub-Adviser believes that
interest rates will not go much lower and that the Federal Reserve Board's
actions may produce positive results in the coming year. The Investment
Sub-Adviser believes that there may be reasons to shorten durations in the
fund, but that with the potential for war looming large in 2003, geopolitical
risk remains in the forefront of investors' concerns. Consequently, the
Investment Sub-Adviser intends to keep the duration of the fund just below the
benchmark duration.

Average Annual Total Returns

1 Year 5 Years 10 Years
------ ------- --------

Select Investment Grade Income Fund.................... 8.14% 6.60% 7.06%
Lehman Brothers Aggregate Bond Index................... 10.27% 7.54% 7.51%
Lipper Intermediate Investment Grade Debt Funds Average 8.61% 6.50% 6.79%

Growth of a $10,000 Investment Since 1992

[CHART]

Select Investment Lehman Brothers
Grade Income Fund Aggregate Bond Index
----------------- --------------------
12/31/1992 10,000 10,000
12/31/1993 11,080 10,976
12/31/1994 10,752 10,656
12/31/1995 12,670 12,624
12/31/1996 13,121 13,081
12/31/1997 14,361 14,347
12/31/1998 15,506 15,592
12/31/1999 15,355 15,463
12/31/2000 16,940 17,261
12/31/2001 18,285 18,716
12/31/2002 19,774 20,638

C-9

The Select Investment Grade Income Fund is a portfolio of Allmerica
Investment Trust. Portfolio composition will vary over time.

The Lehman Brothers Aggregate Bond Index is an unmanaged index of all
fixed-rate debt issues with an investment grade rating, at least one year to
maturity and an outstanding par value of at least $25 million. The Lipper
Intermediate Investment Grade Debt Funds Average tracks the performance of
funds investing in intermediate-term corporate and government debt securities.
Performance numbers are net of all fund operating expenses, but do not include
insurance charges. If performance information included the effect of these
additional charges, it would have been lower.

Investment Sub-Adviser

Opus Investment Management, Inc. (formerly Allmerica Asset Management, Inc.)

About the Fund

Seeks to generate a high level of total return which includes income and
capital appreciation.

Portfolio Composition

As of December 31, 2002, the sector allocation of net assets was:

[CHART]

U.S. Government Agency Mortgage-Backed Securities 31%
U.S. Government & Agency Obligations 29%
Corporate Notes & Bonds 28%
Asset-Backed & Mortgage-Backed Securities 6%
Foreign Bonds 2%
Foreign Government Obligations 2%
Other 2%

C-10

FUND RETURN INFORMATION

SELECT GROWTH FUND

The bar chart and table below do not reflect expenses at the insurance
product level, and if they did, the performance shown would have been lower.

Calendar Year Annual Total Returns

[CHART]

1993 0.84%
1994 -1.49%
1995 24.59%
1996 22.02%
1997 34.06%
1998 35.44%
1999 29.80%
2000 -17.79%
2001 -24.71%
2002 -27.60%

During the period shown above the highest quarterly return was 25.02% for
the quarter ended 12/31/98 and the lowest was (20.19)% for the quarter ended
03/31/01.

Putnam Investment Management, L.L.C. became Sub-Adviser of the Fund on July
1, 1996. Performance before that date is based on the performance of the Fund's
previous Sub-Adviser.

Performance Table

Average Annual Total Returns Past Past Past
(for the periods ending December 31, 2002) One Year Five Years Ten Years
------------------------------------------ -------- ---------- ---------

Fund Shares........................ (27.60)% (4.66)% 4.78%
S&P 500 Index*..................... (22.10)% (0.59)% 9.34%
Russell 1000 Growth Index**........ (27.89)% (3.84)% 6.71%

- --------

* The S&P 500 Index(R) is an unmanaged index of 500 leading stocks. S&P 500(R)
Index is a registered trademark of McGraw-Hill Companies, Inc.

** The Russell 1000 Growth Index measures the performance of those Russell 1000
companies with higher price-to-book ratios and higher forecasted growth
values. The Russell 1000(R) Index measures the performance of the 1,000
largest companies in the Russell 3000 Index. The Russell 1000(R) Growth
Index's inception was August 31, 1992.

C-11

SELECT INTERNATIONAL EQUITY FUND

The bar chart and table below do not reflect expenses at the insurance
product level, and if they did, the performance shown would have been lower.

Calendar Year Annual Total Returns

[CHART]

1995 19.63%
1996 21.94%
1997 4.65%
1998 16.48%
1999 31.71%
2000 -9.03%
2001 -21.43%
2002 -19.37%

During the period shown above the highest quarterly return was 20.89% for
the quarter ended 12/31/99 and the lowest was (21.48)% for the quarter ended
09/30/02.

Performance Table

Average Annual Total Returns Past Past Since Inception
(for the periods ending December 31, 2002) One Year Five Years (May 2, 1994)
------------------------------------------ -------- ---------- ---------------

Fund Shares.............................. (19.37)% (2.44)% 3.09%
Morgan Stanley Capital Intl. EAFE Index*. (15.66)% (2.61)% 0.66%

- --------
* The Morgan Stanley Capital International EAFE (Europe, Australia, Far East)
Index is an unmanaged capitalization weighted index of foreign developed
country common stocks.

C-12

EQUITY INDEX FUND

The bar chart and table below do not reflect expenses at the insurance
product level, and if they did, the performance shown would have been lower.

Calendar Year Annual Total Returns

[CHART]

1993 9.53%
1994 1.06%
1995 36.18%
1996 22.30%
1997 32.41%
1998 28.33%
1999 20.41%
2000 -9.03%
2001 -12.02%
2002 -22.22%

During the period shown above the highest quarterly return was 21.41% for
the quarter ended 12/31/98 and the lowest was (17.18)% for the quarter ended
9/30/02.

Performance Table

Average Annual Total Returns Past Past Past
(for the periods ending December 31, 2002) One Year Five Years Ten Years
------------------------------------------ -------- ---------- ---------

Fund Shares................. (22.22)% (0.77)% 8.91%
S&P 500 Index*.............. (22.10)% (0.59)% 9.34%

- --------

* The S&P 500 Index(R) is an unmanaged index of 500 leading stocks. S&P 500(R)
Index is a registered trademark of McGraw-Hill Companies, Inc.

C-13

SELECT INVESTMENT GRADE INCOME FUND

The bar chart and table below do not reflect expenses at the insurance
product level, and if they did, the performance shown would have been lower.

Calendar Year Annual Total Returns

[CHART]

1993 10.80%
1994 -2.96%
1995 17.84%
1996 3.56%
1997 9.45%
1998 7.97%
1999 -0.97%
2000 10.31%
2001 7.94%
2002 8.14%

During the period shown above the highest quarterly return was 6.02% for the
quarter ended 6/30/95 and the lowest was (2.61)% for the quarter ended 03/31/94.

Performance Table

Average Annual Total Returns Past Past Past
(for the periods ending December 31, 2002) One Year Five Years Ten Years
- ------------------------------------------ -------- ---------- ---------

Fund Shares............................. 8.14% 6.60% 7.06%
Lehman Brothers Aggregate Bond Index*... 10.27% 7.54% 7.51%

- --------
* The Lehman Brothers Aggregate Bond Index(R) is an unmanaged index of all
fixed rate debt issues with an investment grade or higher rating, at least
one year to maturity and an outstanding par value of at least $25 million.

C-14

[THIS PAGE INTENTIONALLY LEFT BLANK]

C-15

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each
fund's financial performance for the past five years. Certain information
reflects financial results for a single Fund share. The total returns in the
tables represent the rate that an investor would have earned or lost on an
investment in a Fund (assuming reinvestment of all dividends and
distributions). Total returns do not include separate account expenses and
contract fees. Inclusion of such charges would reduce total return for all
periods shown. This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with each Fund's financial statements, is incorporated
herein by reference to the Statement of Additional Information and is included
in the annual report, which is available upon request.

ALLMERICA INVESTMENT TRUST

FINANCIAL HIGHLIGHTS--For a Share Outstanding Throughout Each Period

Income from Investment Operations Less Distributions
-------------------------------------------- ----------------------------------------------------
Net Realized
and Distributions
Net Asset Net Unrealized Dividends from Net Net Increase
Value Investment Gain (Loss) Total from from Net Realized (Decrease) in
Year Ended Beginning Income on Investment Investment Capital Total Net Asset
December 31, of Year (Loss) Investments Operations Income Gains Distributions Value
- -------------------- --------- ---------- ------------ ---------- ---------- ------------- ------------- -------------

Select Growth
Fund(1)
2002 $1.576 $ 0.001 $(0.436) $(0.435) $(0.002) $ -- $(0.002) $(0.437)
2001 2.214 0.002 (0.545) (0.543) -- (0.095) (0.095) (0.638)
2000 3.049 (0.001) (0.489) (0.490) -- (0.345) (0.345) (0.835)
1999 2.428 (0.002) 0.709 0.707 (0.001) (0.085) (0.086) 0.621
1998 1.811 0.002 0.638 0.640 -- (2) (0.023) (0.023) 0.617
Select International
Equity Fund(1)
2002 $1.113 $ 0.013 $(0.226) $(0.213) $(0.017) $(0.009) $(0.026) $(0.239)
2001 1.781 0.018 (0.385) (0.367) (0.024) (0.277) (0.301) (0.668)
2000 2.031 0.013 (0.191) (0.178) (0.009) (0.063) (0.072) (0.250)
1999 1.542 0.012 0.477 0.489 -- -- -- 0.489
1998 1.341 0.014 0.207 0.221 (0.020) -- (0.020) 0.201
Equity Index Fund(1)
2002 $2.715 $ 0.027 $(0.616) $(0.589) $(0.028) $(0.154) $(0.182) $(0.771)
2001 3.299 0.030 (0.422) (0.392) (0.029) (0.163) (0.192) (0.584)
2000 4.060 0.032 (0.362) (0.330) (0.034) (0.397) (0.431) (0.761)
1999 3.408 0.036 0.656 0.692 (0.035) (0.005) (0.040) 0.652
1998 2.753 0.035 0.741 0.776 (0.034) (0.087) (0.121) 0.655
Select Investment
Grade Income
Fund(3)
2002 $1.106 $ 0.054 $ 0.034 $ 0.088 $(0.060) $ -- $(0.060) $ 0.028
2001 1.086 0.064(4) 0.021 0.085 (0.065) -- (0.065) 0.020
2000 1.051 0.070 0.035 0.105 (0.070) -- (0.070) 0.035
1999 1.132 0.068 (0.079) (0.011) (0.069) (0.001) (0.070) (0.081)
1998 1.112 0.067 0.020 0.087 (0.067) -- (0.067) 0.020

- --------

(A)Including reductions.

(B)Excluding reductions. Certain Funds have entered varying arrangements with
brokers who reduced a portion of the Fund's expenses.

(1)Net investment income (loss) per share before reductions were less than
$0.013 in 2002, less than $0.018 in 2001, less than $0.013 in 2000, $0.011
in 1999, and less than $0.014 in 1998 for Select International Equity Fund;
$0.000 in 2002, $0.001 in 2001, $(0.002) in 2000, $(0.003) in 1999, and
$0.001 in 1998 for Select Growth Fund; and less than $0.027 in 2002, $0.029
in 2001 and less than $0.032 in 2000 for Equity Index Fund.

(2)Dividends from net investment income are less than $0.0005.

(3)Effective January 1, 2001, the Select Investment Grade Income Fund adopted
the provisions of the AICPA Audit and Accounting Guide for Investment
Companies and is amortizing premium and discount on debt securities using
the daily effective yield method. The effect of this change for the year
ended December 31, 2001 was a decrease in net investment income per share by
$0.003, an increase in net realized and unrealized gains and losses per
share by $0.003 and a decrease in the ratio of net investment income to
average net assets from 6.04% to 5.79%. Per share data and
ratio/supplemental data for periods prior to January 1, 2001 have not been
restated to reflect this change in presentation.

(4)Computed using average shares outstanding through the period.

C-16

ALLMERICA INVESTMENT TRUST

Ratios/Supplemental Data

Ratios to Average Net Assets
-------------------------------------------

Net Asset Net Assets
Value End of Operating Expenses Portfolio
End of Total Period Net Investment ------------------ Management Turnover
Period Return (000's) Income (Loss) (B) (C) Fees Rate
--------- ------ ---------- -------------- ---- ---- ---------- ---------

$1.139 (27.60)% $ 375,959 0.05% 0.95% 1.01% 0.82% 125%
1.576 (24.71)% 660,893 0.12% 0.78% 0.85% 0.79% 91%
2.214 (17.79)% 1,040,237 (0.05)% 0.80% 0.81% 0.76% 79%
3.049 29.80% 1,216,365 (0.08)% 0.81% 0.83% 0.78% 84%
2.428 35.44% 815,390 0.08% 0.85% 0.87% 0.82% 86%

$0.874 (19.37)% $ 335,890 1.17% 1.13% 1.14% 0.91% 14%
1.113 (21.43)% 460,006 0.97% 0.99% 1.01% 0.89% 26%
1.781 (9.03)% 679,128 0.77% 0.98% 0.99% 0.88% 24%
2.031 31.71% 679,341 0.69% 1.01% 1.02% 0.89% 18%
1.542 16.48% 505,553 0.99% 1.01% 1.02% 0.90% 27%
$1.944 (22.22)% $ 342,683 1.16% 0.45% 0.47% 0.28% 10%
2.715 (12.02)% 517,315 1.02% 0.32% 0.34% 0.28% 21%
3.299 (9.03)% 599,266 0.87% 0.32% 0.33% 0.27% 9%
4.060 20.41% 638,230 0.98% 0.35% 0.35% 0.28% 21%
3.408 28.33% 481,877 1.17% 0.36% 0.36% 0.29% 6%

$1.134 8.14% $ 620,074 4.85% 0.58% 0.58% 0.41% 130%
1.106 7.94% 571,582 5.79% 0.47% 0.47% 0.41% 114%
1.086 10.31% 445,609 6.53% 0.49% 0.49% 0.42% 159%
1.051 (0.97)% 240,541 6.22% 0.50% 0.50% 0.43% 75%
1.132 7.97% 230,623 6.01% 0.52% 0.52% 0.43% 158%

C-17

Appendix D

DESCRIPTION OF PRINCIPAL RISKS

The following is a summary of the principal risks of investing in a Fund and
the factors likely to cause the value of your investment in the Fund to
decline. The principal risks applicable to each Fund are identified under
"Principal Investment Risks" within each of the Proposals contained in the
Prospectus/Proxy Statement. There are also many factors that could cause the
value of your investment in a Fund to decline which are not described here. It
is important to remember that there is no guarantee that the Funds will achieve
their investment objectives, and an investor in any of the Funds could lose
money.

Company Risk

A Fund's equity and fixed income investments in a company often fluctuate
based on:

. the firm's actual and anticipated earnings,

. changes in management, product offerings and overall financial strength
and

. the potential for takeovers and acquisitions.

This is due to the fact that prices of securities react to the fiscal and
business conditions of the company that issued the securities. Factors
affecting a company's particular industry, such as increased production costs,
also may affect the value of its securities.

Smaller companies with market capitalizations of less than $1 billion or so
are more likely than larger companies to have limited products lines or smaller
markets for their goods and services. Small company stocks may not trade very
actively, and their prices may fluctuate more than stocks of other companies as
a result of lower liquidity. They may depend on a small or inexperienced
management group. Stocks of smaller companies also may be more vulnerable to
negative changes than stocks of larger companies.

Credit Risk

Credit risk is the risk that the issuer of a fixed income security will not
be able to pay principal and interest when due. There are different levels of
'credit risk'. Funds that invest in lower-rated securities have higher levels
of credit risk. Lower-rated or unrated securities of equivalent quality,
generally known as "junk bonds", have very high levels of credit risk. "Junk
bonds" are considered to be speculative in their capacity to pay interest and
repay principal. The price of a fixed income security can be expected to fall

D-1

if the issuer defaults on its obligation to pay principal or interest, the
rating agencies downgrade the issuers credit rating or there is negative news
that affects the market's perception of the issuers credit risk.

Currency Risk

This is the risk that the value of a Fund's investments may decline due to
fluctuations in exchange rates between the U.S. dollar and foreign currencies.
Funds that invest in securities denominated in or are receiving revenues in
foreign currencies are subject to currency risk. There is often a greater risk
of currency fluctuations and devaluations in emerging markets countries.

Derivatives Risk

A Fund may use derivatives to hedge against an opposite position that the
Fund also holds. While hedging can reduce or eliminate losses, it can also
reduce or eliminate gains. When a Fund uses derivatives to hedge, it takes the
risk that changes in the value of the derivative will not match those of the
asset being hedged. Incomplete correlation can result in unanticipated losses.
A Fund may also use derivatives as an investment vehicle to gain market
exposure. Gains or losses from derivative investments may be substantially
greater than the derivative's original cost. When a Fund uses derivatives, it
is also subject to the risk that the other party to the agreement will not be
able to perform. Additional risks associated with derivatives include
mispricing and improper valuation.

Emerging Markets Risk

Investments in emerging markets securities involve all of the risks of
investments in foreign securities, and also involve additional risks. The
markets of developing countries historically have been more volatile than the
markets of developed countries with more mature economies. Many emerging
markets companies in the early stages of development are dependent on a small
number of products and lack substantial capital reserves. In addition, emerging
markets often have less developed legal and financial systems. These markets
often have provided significantly higher or lower rates of return than
developed markets and. usually carry higher risks to investors than securities
of companies in developed countries.

Foreign Investment Risk

Investing in foreign securities involves risks relating to political, social
and economic developments abroad, as well as risks resulting from the
differences between the regulations to which U.S. and foreign issuers and
markets are subject. These risks may include the seizure by the government of
company assets, excessive taxation, withholding taxes on dividends and
interest, limitations on the use or transfer of portfolio

D-2

assets, and political or social instability. In the event of nationalization,
expropriation or other confiscation, a Fund could lose its entire investment.
Funds investing in foreign securities may experience rapid changes in value.
One reason for this volatility is that the securities markets of many foreign
countries are relatively small, with a limited number of companies representing
a small number of industries. Enforcing legal rights may be difficult, costly
and slow in foreign countries. Also, foreign companies may not be subject to
governmental supervision or accounting standards comparable to those applicable
to U.S. companies, and there may be less public information about their
operations.

Interest Rate Risk

When interest rates rise, the prices of fixed income securities in a Funds
portfolio will generally fall. Conversely, when interest rates fall, the prices
of fixed income securities in the Funds portfolio will generally rise. Even
Funds that invest in the highest quality debt securities are subject to
interest rate risk. Interest rate risk usually will affect the price of a fixed
income security more if the security has a longer maturity because changes in
interest rates are increasingly difficult to predict over longer periods of
time. Fixed income securities with longer maturities will therefore be more
volatile than other fixed income securities with shorter maturities.

Investment Management Risk

Investment management risk is the risk that a Fund does not achieve its
investment objective, even though the Sub-Adviser uses various investment
strategies and techniques,

Liquidity Risk

This is the risk that a Fund will not be able to sell a security at a
reasonable price because there are too few people who actively buy and sell, or
trade, that security on a regular basis. Liquidity risk increases for Funds
investing in foreign investments (especially emerging markets securities),
smaller companies, lower credit quality bonds (also called "junk bonds"),
restricted securities, over-the-counter securities and derivatives.

Market Risk

This is the risk that the price of a security held by a Fund will fall due
to changing economic, political or market conditions or to factors affecting
investor psychology.

Prepayment Risk

While mortgage-backed securities may have a stated maturity, their expected
maturities may vary when interest rates rise or fall. When interest rates fall,
homeowners

D-3

are more likely to prepay their mortgage loans which may result in an
unforeseen loss of future interest income to a Fund. Also, because prepayments
increase when interest rates fall, the prices of mortgage-backed securities do
not increase as much as other fixed income securities when interest rates fall.

Technology Risk

Investments in the technology industries, even though representing interests
in different companies within these industries, may be affected by common
economic forces and other factors. In addition, stock prices of companies in
technology industries have historically been more volatile than those of
companies in other industries.

PRICING OF FUND SHARES

The Funds sell and redeem their shares at a price equal to their net asset
value ("NAV"). The Funds do not charge any sales loads or redemption fees. The
NAV of a share is computed by adding the current value of all the Fund's
assets, subtracting its liabilities and dividing by the number of its
outstanding shares. NAV is computed once daily at the close of regular trading
on the New York Stock Exchange each day the Exchange is open--normally 4:00
p.m. Eastern Time. Orders for the purchase or redemption of shares are filled
at the next NAV computed after an order is received by the Fund. The Funds do
not accept orders or compute their NAVs on days when the Exchange is closed.

Equity securities are valued based on market value if market quotations are
readily available. Debt securities (other than short-term obligations) normally
are valued based on pricing service valuations. Debt obligations in the Funds
with a remaining maturity of 60 days or less are valued at amortized cost when
amortized cost is considered to represent fair value. Values for short-term
obligations of the Funds having a remaining maturity, of more than 60 days are
based upon readily available market quotations. In other cases, debt and equity
securities and any other assets are valued at their fair value following
procedures approved by the Trustees.

Certain foreign markets may be open on days when the Funds do not accept
orders or price their shares. As a result, the NAV of a Funds shares may change
on days when shareholders will not be able to buy or sell shares.

PURCHASE AND REDEMPTION OF SHARES

Shares of the Funds currently are purchased only by Separate Accounts which
are the funding mechanisms for variable annuity contracts and variable life
insurance

D-4

policies. The Distributor, VeraVest Investments, Inc., at its expense, may
provide promotional incentives to dealers who sell variable annuity contracts
which invest in the Funds. The Trust has obtained an exemptive order from the
Securities and Exchange Commission to permit Fund shares to be sold to variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies and certain qualified pension and
retirement plans. Material irreconcilable conflicts may arise among various
insurance policy owners and plan participants. The Trustees will monitor events
to identify any material conflicts and determine if any action should be taken
to resolve such conflict.

No fee is charged by the Trust on redemption. The variable contracts funded
through the Separate Accounts are sold subject to certain fees and charges
which may include sales and redemption charges. See the prospectuses for the
variable insurance products.

Normally, redemption payments will be made within seven days after the Trust
receives a written redemption request. Redemptions may be suspended when
trading on the New York Stock Exchange is restricted or when permitted by the
Securities and Exchange Commission.

Excessive trading of Fund shares in response to short-term fluctuations in
the market--also known as "market timing"--may make it very difficult to manage
a Funds investments and raise its expenses. To deter such activity, the Fund
does not permit frequent trading or market timing in order to protect the
interests of other investors. When market timing occurs, the Fund may have to
sell portfolio securities to have the cash necessary to redeem the market
timers shares. This can happen at a time when it is not advantageous to sell
any securities, which may harm the Fund's performance. When large dollar
amounts are involved, market timing can also make it difficult to use long term
investment strategies because it is not possible to predict how much cash the
Fund will have to invest. When in the Manager's or the sub-adviser's opinion
such activity would have a disruptive effect on portfolio management or harm
other investors, each Fund reserves the right to refuse or cancel purchase
orders and exchanges into the Fund by any person, group or commonly controlled
account. This trading policy applies to contract holders and policy holders
notwithstanding any contrary provisions in your insurance contract. The terms
of your insurance contract may also restrict your ability to trade among the
investment options available under your contract or policy.

DISTRIBUTION FEES

Effective May 1, 2002 each Fund has adopted a Plan of Distribution and
Service under Rule 12b-1 of the Investment Company Act of 1940 ("12b-1 Plan")
that permits the Funds to pay marketing and other fees to support the sale and
distribution of the Funds' shares and certain services to investment accounts.
The 12b-1 Plan authorizes

D-5

payment of a distribution and service fee at an annual rate of up to 0.25
percent of each Fund's average daily net assets. The 12b-1 Plan has been
implemented at an initial annual rate of 0.15 percent of each Fund's average
daily net assets. Because these fees are paid out of a Fund's assets on an
on-going basis, over time those fees will increase the cost 'of your investment
and may cost you more than paying other types of sales charges.

The Trust currently offers only one class of shares of each of the Funds,
the Service Shares (the "Shares").

DISTRIBUTIONS

Each Fund pays out substantially all of its net investment income and net
capital gains to shareholders each year. Net investment income is paid
quarterly in the case of the Equity Index Fund, Select Growth and Income Fund,
Select Strategic Income Fund and Select Investment Grade Income Fund and
annually in the case of the Select Emerging Markets Fund, Select Aggressive
Growth Fund, Select International Equity Fund, Select Growth Fund and Select
Strategic Growth Fund. Distributions of net capital gains for the year, if any,
are made annually. All dividends and capital gain distributions are applied to
purchase additional Fund shares at net asset value as of the payment date. Fund
shares are held by the Separate Accounts and any distributions are reinvested
automatically by the Separate Accounts unless an election is made on behalf of
a Separate Account to receive some or all of the dividend in cash.

TAXES

The Trust seeks to comply with the provisions of the Internal Revenue Code
applicable to regulated investment companies so that the Trust will not be
subject to federal income tax. Under current tax law, dividend or capital gain
distributions from any Fund are not currently taxable when left to accumulate
within a variable annuity or variable life insurance contract. Withdrawals of a
portion from a contract generally are subject to ordinary income tax and, in
many cases, to an additional 10% penalty tax on withdrawals before age 59 1/2.
Tax consequences to investors in the Separate Accounts which are invested in
the Trust are described in more detail in the prospectuses for those accounts.

In order for investors to receive the favorable tax treatment available for
holders of variable annuity and variable life contracts, the Separate Accounts
underlying such contracts, as well as the Funds in which such accounts invest,
must meet certain diversification requirements. Each Fund intends to comply
with these requirements. If a Fund does not meet such requirements, income
allocable to the contracts would be

D-6

taxable currently to the holders of such contracts and income for prior periods
with respect to such contracts also could be taxable, most likely in the year
of the failure to achieve the requisite diversification.

A Fund's investments in foreign securities may be subject to withholding and
other taxes at the source, including on dividend or interest payments. In that
case, a Fund's yield on those securities would be decreased. In addition, a
Fund's investment in foreign securities or foreign currencies may increase or
accelerate the Fund's recognition of ordinary income and may affect the timing
or amount of the Fund's distributions.

D-7

AIT

ALLMERICA INVESTMENT TRUST

FORM N-14
PART B
STATEMENT OF ADDITIONAL INFORMATION

February 26, 2003

This Statement of Additional Information (the "SAI") relates to the
following proposed reorganizations (the "Reorganizations"):

. The Select Strategic Growth Fund (the "Strategic Growth Fund") would
merge with and into the Select Growth Fund (the "Select Growth Fund");

. The Select Emerging Markets Fund (the "Emerging Markets Fund") would
merge with and into the Select International Equity Fund (the
"International Equity Fund");

. The Select Growth and Income Fund (the "Growth and Income Fund") would
merge with and into the Equity Index Fund;

. The Select Aggressive Growth Fund (the "Aggressive Growth Fund") would
merge with and into the Select Growth Fund; and

. The Select Strategic Income Fund (the "Strategic Income Fund") would
merge with and into the Select Investment Grade Income Fund (the
"Investment Grade Income Fund").

Each of the Strategic Growth Fund, Emerging Markets Fund, Growth and Income
Fund, Aggressive Growth Fund, and Strategic Income Fund (collectively the
"Acquired Funds") is a series of Allmerica Investment Trust, a Massachusetts
business trust. Similarly, each of the Select Growth Fund, International Equity
Fund, Equity Index Fund, and Investment Grade Income Fund (collectively the
"Acquiring Funds") is a series of Allmerica Investment Trust, a Massachusetts
business trust.

This SAI contains information which may be of interest to shareholders
relating to the Reorganization, but which is not included in the
Prospectus/Proxy Statement dated February 26, 2003 (the "Prospectus/Proxy
Statement") of the Acquiring Funds. As described in the Prospectus/Proxy
Statement, the Reorganization would involve the transfer of substantially all
the assets of, and the assumption of substantially all the liabilities of, the
Acquired Funds, in exchange for shares of the Acquiring Funds. The Acquiring
Funds would distribute the Acquired Fund shares they receive to their
shareholders in complete liquidation of the Acquired Funds.

This SAI is not a prospectus, and should be read in conjunction with the
Prospectus/Proxy Statement. The Prospectus/Proxy Statement has been filed with
the Securities and Exchange Commission, and is available upon request and
without charge by writing to

Allmerica Investment Trust, 440 Lincoln Street, Worcester, MA 01653, or by
calling 1-800-828-0540.

Table of Contents

I. Additional Information about the Acquiring Funds and the Acquired Funds B-2
II. Information about the Effect of the Mergers............................ B-2

I. Additional Information about the Acquiring Funds and the Acquired Funds.

For the Acquiring Funds: Incorporated by reference to Statement of
Additional Information for the Acquiring Funds dated May 1, 2002, as filed with
the Securities and Exchange Commission.

For the Acquired Funds: Incorporated by reference to Statement of
Additional Information for the Acquired Funds dated May 1, 2002, as filed with
the Securities and Exchange Commission.

II. Financial Statements.

This SAI incorporates by reference (i) the Annual Report of the Acquiring
Funds for the year ended December 31, 2002 and (ii) the Annual Report of the
Acquired Funds for the year ended December 31, 2002. Each of these reports
contains historical financial information regarding the Funds. Such reports
have been filed with the Securities and Exchange Commission, and the financial
statements and report of independent accountants therein are incorporated
herein by reference.

Information, including financial highlights, about the effect of the
proposed mergers on the Acquiring Funds is provided on the following pages.

PROPOSAL #1

PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma information set forth below for the year ended
December 31, 2002 is intended to present ratios and supplemental data as if the
merger of the Select Strategic Growth Fund (the "Acquired Fund") into the
Select Growth Fund ("Acquiring Fund") (the "Funds") had been consummated at
December 31, 2001.

The Funds have the same investment manager, administrator, fund accounting
agent, fund recordkeeping services agent, custodian, and distributor. Each of
such service providers has entered into an agreement with the Trust which
governs the provision of services to the Funds. Such agreements contain the
same terms with respect to each Fund except for a difference in the investment
management fees charged by the Funds' investment manager. The Acquired Fund
pays a management fee at the annual rate of 0.85% of its average daily net
assets while the Acquiring Fund pays a management fee rate equal to a weighted
average of a series of annual rates ranging from 0.70% up to 0.85% based upon
the level of the fund's average daily net assets. On a pro forma basis for the
year ended December 31, 2002, the proposed reorganization would result in a
decrease of $13,180 in the management fees charged with respect to the combined
assets of the Funds. The proposed reorganization would also result in a
decrease in other operating expenses (including custodian fees and audit fees)
of approximately $46,500 on a pro forma basis for the year ended December 31,
2002. These pro forma adjustments are reflected in the information presented
below.

The Acquired Funds of Proposal #1, Proposal #2, Proposal #3, and Proposal #5
and both the Acquired Fund and Acquiring Fund of Proposal #4 will bear the
costs of the reorganizations, including costs of solicitation, subject to
certain limited exceptions. The estimated costs for all five proposals are
expected to total $320,000 and will include proxy processing, printing,
mailing, legal, and audit fees and expenses. The Acquired Fund's portion of the
total estimated reorganization costs is $5,154; this represents 0.02% of the
average net assets for year ended December 31, 2002 of the Acquired Fund. For
the year ended December 31, 2002, the total expenses of the Acquired Fund
exceed the Acquired Fund's voluntary expense limitation; therefore, the Manager
will voluntarily reimburse expenses that exceed the expense limitation of 1.20%
of the Acquired Fund's average daily net assets.

None of the securities held by the Acquired Fund will have to be sold in
connection with the merger for the purpose of complying with the investment
policies or limitations of the Acquiring Fund.

The merger is expected to be tax free for federal income tax purposes. This
means that no gain or loss will be recognized by the Acquired Fund or its
shareholders as a

result of the merger. The aggregate tax basis of the Acquiring Fund shares
received by the Acquired Fund shareholders will be the same as the aggregate
tax basis the Acquired Fund shareholders held in their Acquired Fund shares
immediately before the merger. At December 31, 2002, the Acquired Fund had
total capital loss carryforwards of $30,296,162; of this amount, $3,578,956
will be available to offset future capital gains, if any, in the Acquiring Fund.

For the Year Ended December 31, 2002

Select Growth
Fund
Select Strategic Select Growth Pro Forma
Growth Fund Fund Combined
---------------- ------------- -------------

Net Assets, end of period (000's) $19,076 $375,959 $395,089
Total Return..................... (46.38)% (27.60)% (28.46)%
Ratios to Average Net Assets:
Net Investment Income (Loss).. (1.13)% 0.05% 0.00%
Operating Expenses/1/......... 1.18% 0.95% 0.95%
Operating Expenses/2/......... 1.20% 1.01% 1.01%
Operating Expenses/3/......... 1.33% 1.01% 1.01%
Management Fees--Gross........ 0.85% 0.82% 0.82%
Management Fees--Net.......... 0.73% 0.82% 0.82%

- --------

/1/ Including fee reimbursements from the manager and reductions.

/2/ Excluding reductions. Certain Funds have entered into varying arrangements
with brokers who reduced a portion of the Fund's expenses.

/3/ Excluding fee reimbursements from the manager and reductions.

The total return figures set forth above for the Select Growth Fund on a pro
forma basis are based on a weighted average total return of the Acquiring Fund
and the Acquired Fund during the periods presented. The pro forma total return
figures for the Select Growth Fund may not be indicative of the total return
the Select Growth Fund would have achieved if the reorganization had been
consummated at the beginning of the period indicated.

The unaudited pro forma information set forth above should be read in
conjunction with the annual audited financial statements for the year ended
December 31, 2002.

PROPOSAL #2

PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma information set forth below for the year ended
December 31, 2002 is intended to present ratios and supplemental data as if the
merger of the Select Emerging Markets Fund (the "Acquired Fund") into the
Select International Equity Fund ("Acquiring Fund") (the "Funds") had been
consummated at December 31, 2001.

The Funds have the same investment manager, administrator, fund accounting
agent, fund recordkeeping services agent, custodian, and distributor. Each of
such service providers has entered into an agreement with the Trust which
governs the provision of services to the Funds. Such agreements contain the
same terms with respect to each Fund except for a difference in the investment
management fees charged by the Funds' investment manager. The Acquired Fund
pays a management fee at the annual rate of 1.15% of its average daily net
assets./1/ The Acquiring Fund pays a management fee rate equal to a weighted
average of a series of annual rates ranging from 0.85% up to 1.00% based upon
the level of the fund's average daily net assets. On a pro forma basis for the
year ended December 31, 2002, the proposed reorganization would result in a
decrease of $174,871 in the management fees charged with respect to the
combined assets of the Funds. The proposed reorganization would also result in
a decrease in other operating expenses (including custodian fees and audit
fees) of approximately $39,800 on a pro forma basis for the year ended December
31, 2002. These pro forma adjustments are reflected in the information
presented below.

None of the securities held by the Acquired Fund will have to be sold in
connection with the merger for the purpose of complying with the investment
policies or limitations of the Acquiring Fund.

The merger is expected to be tax free for federal income tax purposes. This
means that no gain or loss will be recognized by the Acquired Fund or its
shareholders as a result of the merger. The aggregate tax basis of the
Acquiring Fund shares received by the Acquired Fund shareholders will be the
same as the aggregate tax basis the Acquired Fund shareholders held in their
Acquired Fund shares immediately before the merger. At December 31, 2002, the
Acquired Fund had total capital loss carryforwards of $22,057,610; of this
amount, $10,806,830 will be available to offset future capital gains, if any,
in the Acquiring Fund.

For the Year Ended December 31, 2002

Select
International
Select Emerging Select International Equity Fund Pro
Markets Fund Equity Fund Forma Combined
--------------- -------------------- ---------------

Net Assets, end of period (000's) $52,032 $335,890 $388,125
Total Return..................... (10.67)% (19.37)% (18.33)%
Ratios to Average Net Assets:
Net Investment Income
(Loss)...................... (0.15)% 1.17% 1.06%
Operating Expenses/2/......... 1.71% 1.13% 1.15%
Operating Expenses/3/......... 1.76% 1.14% 1.17%
Operating Expenses/4/......... 1.76% 1.14% 1.17%
Management Fees--Gross........ 1.25%(1) 0.91% 0.91%
Management Fees--Net.......... 1.25%(1) 0.91% 0.91%

- --------

/1/ Effective July 1, 2002, the management fee for Select Emerging Markets Fund
was reduced from 1.35% to 1.15%.

/2/ Including fee reimbursements from the manager and reductions.

/3/ Excluding reductions. Certain Funds have entered into varying arrangements
with brokers who reduced a portion of the Fund's expenses.

/4/ Excluding fee reimbursements from the manager and reductions.

The total return figures set forth above for the Select International Equity
Fund on a pro forma basis are based on a weighted average total return of the
Acquiring Fund and the Acquired Fund during the periods presented. The pro
forma total return figures for the Select International Equity Fund may not be
indicative of the total return the Select International Equity Fund would have
achieved if the reorganization had been consummated at the beginning of the
period indicated.

The unaudited pro forma information set forth above should be read in
conjunction with the annual audited financial statements for the year ended
December 31, 2002.

PROPOSAL #3

PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma information set forth below for the year ended
December 31, 2002 is intended to present ratios and supplemental data as if the
merger of the Select Growth and Income Fund (the "Acquired Fund") into the
Equity Index Fund ("Acquiring Fund") (the "Funds") had been consummated at
December 31, 2001.

The Funds have the same investment manager, administrator, fund accounting
agent, fund recordkeeping services agent, custodian, and distributor. Each of
such service providers has entered into an agreement with the Trust which
governs the provision of services to the Funds. Such agreements contain the
same terms with respect to each Fund except for a difference in the investment
management fees charged by the Funds' investment manager. The Acquired Fund
pays a management fee rate equal to a weighted average of a series of annual
rates ranging from 0.65% up to 0.75% based upon the level of the fund's average
daily net assets while the Acquiring Fund pays a management fee rate equal to a
weighted average of a series of annual rates ranging from 0.25% up to 0.35%
based upon the level of the fund's average daily net assets. On a pro forma
basis for the year ended December 31, 2002, the proposed reorganization would
result in a decrease of $2,035,451 in the management fees charged with respect
to the combined assets of the Funds. The proposed reorganization would also
result in a decrease in other operating expenses (including custodian fees and
audit fees) of approximately $17,000 on a pro forma basis for the year ended
December 31, 2002. These pro forma adjustments are reflected in the information
presented below.

None of the securities held by the Acquired Fund will have to be sold in
connection with the merger for the purpose of complying with the investment
policies or limitations of the Acquiring Fund.

December 31, 2002, the Acquired Fund had total capital loss carryforwards of
$183,896,382; of this amount, $63,248,491 will be available to offset future
capital gains, if any, in the Acquiring Fund.

For the Year Ended December 31, 2002

Equity Index
Fund
Select Growth and Equity Index Pro Forma
Income Fund Fund Combined
----------------- ------------ ------------

Net Assets, end of period (000's) $332,168 $342,683 $676,807
Total Return..................... (25.31)% (22.22)% (23.76)%
Ratios to Average Net Assets:
Net Investment Income (Loss).. 0.64% 1.16% 1.11%
Operating Expenses/1/......... 0.86% 0.45% 0.44%
Operating Expenses/2/......... 0.86% 0.47% 0.45%
Operating Expenses/3/......... 0.86% 0.47% 0.45%
Management Fees--Gross........ 0.69% 0.28% 0.27%
Management Fees--Net.......... 0.69% 0.28% 0.27%

- --------

/1/ Including fee reimbursements from the manager and reductions.

/2/ Excluding reductions. Certain Funds have entered into varying arrangements
with brokers who reduced a portion of the Fund's expenses.

/3/ Excluding fee reimbursements from the manager and reductions.

The total return figures set forth above for the Equity Index Fund on a pro
forma basis are based on a weighted average total return of the Acquiring Fund
and the Acquired Fund during the periods presented. The pro forma total return
figures for the Equity Index Fund may not be indicative of the total return the
Equity Index Fund would have achieved if the reorganization had been
consummated at the beginning of the period indicated.

The unaudited pro forma information set forth above should be read in
conjunction with the annual audited financial statements for the year ended
December 31, 2002.

PROPOSAL #4

PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma information set forth below for the year ended
December 31, 2002 is intended to present ratios and supplemental data as if the
merger of the Select Aggressive Growth Fund (the "Acquired Fund") into the
Select Growth Fund ("Acquiring Fund") (the "Funds") had been consummated at
December 31, 2001.

The Funds have the same investment manager, administrator, fund accounting
agent, fund recordkeeping services agent, custodian, and distributor. Each of
such service providers has entered into an agreement with the Trust which
governs the provision of services to the Funds. Such agreements contain the
same terms with respect to each Fund except for a difference in the investment
management fees charged by the Funds' investment manager. The Acquired Fund
pays a management fee rate equal to a weighted average of a series of annual
rates ranging from 0.65% up to 1.00% based upon the level of the fund's average
daily net assets while the Acquiring Fund pays a management fee rate equal to a
weighted average of a series of annual rates ranging from 0.70% up to 0.85%
based upon the level of the fund's average daily net assets. On a pro forma
basis for the year ended December 31, 2002, the proposed reorganization would
result in a decrease of $614,308 in the management fees charged with respect to
the combined assets of the Funds. The proposed reorganization would also result
in a decrease in other operating expenses (including custodian fees and audit
fees) of approximately $13,700 on a pro forma basis for the year ended December
31, 2002. These pro forma adjustments are reflected in the information
presented below.

None of the securities held by the Acquired Fund will have to be sold in
connection with the merger for the purpose of complying with the investment
policies or limitations of the Acquiring Fund.

Fund shareholders held in their Acquired Fund shares immediately before the
merger. At December 31, 2002, the Acquired Fund had total capital loss
carryforwards of $396,980,827; of this amount, $55,736,537 will be available to
offset future capital gains, if any, in the Acquiring Fund.

For the Year Ended December 31, 2002

Select Growth
Select Aggressive Select Growth Fund Pro Forma
Growth Fund Fund Combined
----------------- ------------- --------------

Net Assets, end of period (000's) $286,095 $375,959 $662,495
Total Return..................... (28.86)% (27.60)% (28.12)%
Ratios to Average Net Assets:
Net Investment Income (Loss).. (0.37)% 0.05% (0.08)%
Operating Expenses/1/......... 1.07% 0.95% 0.95%
Operating Expenses/2/......... 1.09% 1.01% 0.99%
Operating Expenses/3/......... 1.09% 1.01% 0.99%
Management Fees--Gross........ 0.89% 0.82% 0.78%
Management Fees--Net.......... 0.89% 0.82% 0.78%

- --------

/1/ Including fee reimbursements from the manager and reductions.

/2/ Excluding reductions. Certain Funds have entered into varying arrangements
with brokers who reduced a portion of the Fund's expenses.

/3/ Excluding fee reimbursements from the manager and reductions.

The unaudited pro forma information set forth above should be read in
conjunction with the annual audited financial statements for the year ended
December 31, 2002.

PROPOSAL #5

PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma information set forth below for the year ended
December 31, 2002 is intended to present ratios and supplemental data as if the
merger of the Select Strategic Income Fund (the "Acquired Fund") into the
Select Investment Grade Income Fund ("Acquiring Fund") (the "Funds") had been
consummated at December 31, 2001.

The Funds have the same investment manager, administrator, fund accounting
agent, fund recordkeeping services agent, custodian, and distributor. Each of
such service providers has entered into an agreement with the Trust which
governs the provision of services to the Funds. Such agreements contain the
same terms with respect to each Fund except for a difference in the investment
management fees charged by the Funds' investment manager. The Acquired Fund
pays a management fee rate equal to a weighted average of a series of annual
rates ranging from 0.45% up to 0.60% based upon the level of the fund's average
daily net assets while the Acquiring Fund pays a management fee rate equal to a
weighted average of a series of annual rates ranging from 0.40% up to 0.50%
based upon the level of the fund's average daily net assets. On a pro forma
basis for the year ended December 31, 2002, the proposed reorganization would
result in a decrease of $163,226 in the management fees charged with respect to
the combined assets of the Funds. The proposed reorganization would also result
in a decrease in other operating expenses (including custodian fees and audit
fees) of approximately $27,700 on a pro forma basis for the year ended December
31, 2002. These pro forma adjustments are reflected in the information
presented below.

None of the securities held by the Acquired Fund will have to be sold in
connection with the merger for the purpose of complying with the investment
policies or limitations of the Acquiring Fund.

For the Year Ended December 31, 2002

Select
Investment
Grade Income
Select Investment Fund
Select Strategic Grade Income Pro Forma
Income Fund Fund Combined
---------------- ----------------- ------------

Net Assets, end of period (000's) $146,458 $620,074 $766,702
Total Return..................... 8.92% 8.14% 8.25%
Ratios to Average Net Assets:
Net Investment Income (Loss).. 3.59% 4.85% 4.69%
Operating Expenses/1/......... 0.84% 0.58% 0.59%
Operating Expenses/2/......... 0.84% 0.58% 0.59%
Operating Expenses/3/......... 0.84% 0.58% 0.59%
Management Fees--Gross........ 0.56% 0.41% 0.41%
Management Fees--Net.......... 0.56% 0.41% 0.41%

- --------

/1/ Including fee reimbursements from the manager and reductions.

/2/ Excluding reductions. Certain Funds have entered into varying arrangements
with brokers who reduced a portion of the Fund's expenses.

/3/ Excluding fee reimbursements from the manager and reductions.

The total return figures set forth above for the Select Investment Grade
Income Fund on a pro forma basis are based on a weighted average total return
of the Acquiring Fund and the Acquired Fund during the periods presented. The
pro forma total return figures for the Select Investment Grade Income Fund may
not be indicative of the total return the Select Investment Grade Income Fund
would have achieved if the reorganization had been consummated at the beginning
of the period indicated.

The unaudited pro forma information set forth above should be read in
conjunction with the annual audited financial statements for the year ended
December 31, 2002.

PROPOSALS #1 AND #4

PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma information set forth below for the year ended
December 31, 2002 is intended to present ratios and supplemental data as if the
merger of the Select Strategic Growth Fund and the Select Aggressive Growth
Fund ("Acquired Funds") into the Select Growth Fund ("Acquiring Fund") (the
"Funds") had been consummated at December 31, 2001.

The Funds have the same investment manager, administrator, fund accounting
agent, fund recordkeeping services agent, custodian, and distributor. Each of
such service providers has entered into an agreement with the Trust which
governs the provision of services to the Funds. Such agreements contain the
same terms with respect to each Fund except for a difference in the investment
management fees charged by the Funds' investment manager. The Select Strategic
Growth Fund pays a management fee at an annual rate of 0.85% of its average
daily net assets; the Select Aggressive Growth Fund pays a management fee rate
equal to a weighted average of a series of annual rates ranging from 0.65% up
to 1.00% based upon the level of the fund's average daily net assets while the
Acquiring Fund pays a management fee rate equal to a weighted average of a
series of annual rates ranging from 0.70% up to 0.85% based upon the level of
the fund's average daily net assets. On a pro forma basis for year ended
December 31, 2002, the proposed reorganization would result in a decrease of
$652,174 in the management fees charged with respect to the combined assets of
the Funds. The proposed reorganization would also result in a decrease in other
operating expenses (including custodian fees and audit fees) of $60,200 on a
pro forma basis for the year ended December 31, 2002. These pro forma
adjustments are reflected in the information presented below.

The Acquired Funds of Proposal #1, Proposal #2, Proposal #3, and Proposal #5
and both the Acquired Fund and Acquiring Fund of Proposal #4 will bear the
costs of the reorganizations, including costs of solicitation, subject to
certain limited exceptions. The estimated costs for all five proposals are
expected to total $320,000 and will include proxy processing, printing,
mailing, legal, and audit fees and expenses. The portion of the total estimated
reorganization costs for Select Strategic Growth Fund, Select Aggressive Growth
Fund, and the Acquiring Fund is $5,154, 80,136, and $106,664, respectively;
this represents 0.02% of the average net assets for year ended December 31,
2002 of each Fund. For the year ended December 31, 2002, the total expenses of
the Select Strategic Growth Fund exceed the Fund's voluntary expense
limitation; therefore, the Manager will voluntarily reimburse expenses that
exceed the expense limitation of 1.20% of the Select Strategic Growth Fund's
average daily net assets.

None of the securities held by the Acquired Fund will have to be sold in
connection with the merger for the purpose of complying with the investment
policies or limitations of the Acquiring Fund.

The merger is expected to be tax free for federal income tax purposes. This
means that no gain or loss will be recognized by the Acquired Funds or their
shareholders as a result of the merger. The aggregate tax basis of the
Acquiring Fund shares received by the shareholders of the Acquired Funds will
be the same as the aggregate tax basis the shareholders of the Acquired Funds
held in their shares of the Acquired Funds immediately before the merger. At
December 31, 2002, Select Strategic Growth Fund and Select Aggressive Growth
Fund had total capital loss carryforwards of $30,296,162 and $396,980,827,
respectively; of these amounts, $3,578,956 and $55,736,537, respectively, will
be available to offset future capital gains, if any, in the Acquiring Fund.

For the Year Ended December 31, 2002

Select Growth
Select Fund
Select Strategic Aggressive Select Growth Pro Forma
Growth Fund Growth Fund Fund Combined
---------------- ----------- ------------- -------------

Net Assets, end of period
(000's).................... $19,076 $286,095 $375,959 $681,651
Total Return (Not Annualized) (28.86)% (46.38)% (27.60)% (28.61)%
Ratios to Average Net Assets
(Annualized):
Net Investment Income
(Loss).................. (1.13)% (0.37)% 0.05% (0.10)%
Operating Expenses/1/..... 1.18% 1.07% 0.95% 0.95%
Operating Expenses/2/..... 1.20% 1.09% 1.01% 0.99%
Operating Expenses/3/..... 1.33% 1.09% 1.01% 0.99%
Management Fees--Gross.... 0.85% 0.89% 0.82% 0.78%
Management Fees--Net...... 0.73% 0.89% 0.82% 0.78%

- --------

/1/ Including fee reimbursements from the manager and reductions.

/2/ Excluding reductions. Certain Funds have entered into varying arrangements
with brokers who reduced a portion of the Fund's expenses.

/3/ Excluding fee reimbursements from the manager and reductions.

The total return figures set forth above for the Select Growth Fund on a pro
forma basis are based on a weighted average total return of the Acquiring Fund
and the Acquired Funds during the periods presented. The pro forma total return
figures for the Select Growth Fund may not be indicative of the total return
the Select Growth Fund would have achieved if the reorganization had been
consummated at the beginning of the period indicated.

The unaudited pro forma information set forth above should be read in
conjunction with the annual audited financial statements for the year ended
December 31, 2002.

PART C. OTHER INFORMATION

Item 16. Exhibits

Exhibit 1 Agreement and Declaration of Trust, dated October 11, 1984, as
amended May 12, 1992 was filed previously in Post-effective
Amendment No. 36 to the Registrant's Registration Statement on
Form N-1A on April 15, 1998 and is incorporated herein by
reference.

Exhibit 2 Bylaws as amended May 10, 1999 were filed previously in Post-
effective Amendment No. 39 to the Registrant's Registration
Statement on Form N-1A on February 28, 2000 and are incorporated
herein by reference.

Exhibit 3 None

Exhibit 4 Form of Agreement and Plan of Reorganization, dated as of January
7, 2003, is filed as Appendix A to Part A of this Registration
Statement.

Exhibit 5(a) Article VIII of Registrant's Agreement and Declaration Trust, entitled
"Indemnification," was filed previously in Post-effective Amendment
No. 36 to the Registrant's Registration Statement on Form N-1A on
April 15, 1998 and is incorporated herein by reference.

Exhibit 5(b) Article III, Section 12 of the Bylaws of First Allmerica was filed
previously in Post-effective Amendment No. 36 to the Registrant's
Registration Statement on Form N-1A on April 15, 1998 and is
incorporated herein by reference.

Exhibit 6(a) Management Agreement between Registrant and Allmerica Financial
Investment Management Services, Inc. (the "Manager") dated April
16, 1998 (compensation schedule amended as of October 1, 2000)
was filed previously in Post-Effective Amendment No. 41 to the
Registrant's Registration Statement on Form N-1A on April 11, 2001
and is incorporated here by reference.

Exhibit 6(b)(i) Sub-Advisor Agreement between the Manager and Schroder
Investment Management North America Inc. with respect to the
Select Emerging Markets Fund dated April 16, 1998 was filed
previously in Post-effective Amendment No. 37 to the Registrant's
Registration Statement on Form N-1A on February 25, 1999 and is
incorporated here by reference.

C-1

Exhibit 6(b)(ii) Form of Sub-Adviser Agreement between the Manager, Schroder
Investment Management North America Inc. and Schroder
Investment Managerment North America Ltd. with respect to the
Select Emerging Markets Fund dated , 2003--filed
herewith.

Exhibit 6(c) Sub-Adviser Agreement between the Manager and Massachusetts
Financial Services Company with respect to the Select Aggressive
Growth Fund dated June 1, 2001 was filed previously in Post-
effective Amendment No. 43 to the Registrant's Registration
Statement on Form N-1A on March 29, 2002 and is incorporated
herein by reference.

Exhibit 6(d) Sub-Adviser Agreement between the Manager and Jennison
Associates LLC with respect to the Select Aggressive Growth Fund
dated June 1, 2001 was filed previously in Post-effective
Amendment No. 43 to the Registrant's Registration Statement on
Form N-1A on March 29, 2002 and is incorporated herein by
reference.

Exhibit 6(e) Sub-Adviser Agreement between the Manager and Bank of Ireland
Asset Management (U.S.) Limited with respect to the Select
International Equity Fund dated April 16, 1998 was filed previously
in Post-effective Amendment No. 37 to the Registrant's Registration
Statement on Form N-1A on February 25, 1999 and is incorporated
herein by reference.

Exhibit 6(f) Sub-Adviser Agreement between the Manager and Putnam
Investment Management, Inc. with respect to the Select Growth Fund
dated April 16, 1998 was filed previously in Post-effective
Amendment No. 37 to the Registrant's Registration Statement on
Form N-1A on February 25, 1999 and is incorporated herein by
reference.

Exhibit 6(g) Sub-Adviser Agreement between the Manager and TCW Investment
Management Services, Inc. with respect to the Select Strategic
Growth Fund dated July 6, 2001 was filed previously in Post-
effective Amendment No. 43 to the Registrant's Registration
Statement on Form N-1A on March 29, 2002 and is incorporated
herein by reference.

Exhibit 6(h) Sub-Adviser Agreement between the Manager and J. P. Morgan
Investment Management Inc. with respect to the Select Growth and
Income Fund dated April 1, 1999 was filed previously in Post-
effective Amendment No. 38 to the Registrant's Registration
Statement on Form N-1A on April 29, 1999 and is incorporated
herein by reference.

C-2

Exhibit 6(i) Sub-Adviser Agreement by and among the Manager, Western Asset
Management Company and Western Asset Management Company
Limited with respect to the Select Strategic Income Fund dated August
8, 2000 was filed previously in Post-Effective Amendment No. 41 to
the Registrant's Registration Statement on Form N-1A on April 11,
2001 and is incorporated herein by reference.

Exhibit 6(j) Sub-Adviser Agreement between the Manager and Allmerica Asset
Management, Inc. with respect to the Equity Index Fund and Select
Investment Grade Income Fund dated April 16, 1998 was filed
previously in Post-effective Amendment No. 37 to the Registrant's
Registration Statement on Form N-1A on February 25, 1999 and is
incorporated herein by reference.

Exhibit 6(k) Form of Sub-Adviser Agreement between the Manager and Jennison
Associates LLC with respect to the Select Growth Fund dated
, 2003--filed herewith.
Exhibit 7 Distribution Agreement with Allmerica Investments, Inc. dated
February 25, 1998 was filed previously in Post-effective Amendment
No. 36 to the Registrant's Registration Statement on Form N-1A on
April 15, 1998 and is incorporated herein by reference.

Exhibit 8 None

Exhibit 9 Custodian Agreement with Investors Bank & Trust Company, as
amended July 1, 2000 was filed previously in Post-effective
Amendment No. 43 to the Registrant's Registration Statement on Form
N-1A on March 29, 2002 and is incorporated herein by reference.

Exhibit 10 Plan of Distribution and Service under Rule 12b-1 was filed previously
in Post-effective Amendment No. 43 to the Registrant's Registration
Statement on Form N-1A on March 29, 2002 and is incorporated
herein by reference.

Exhibit 11 Opinion and consent of counsel was filed previously in the
Registration Statement on Form N-14 on January 17, 2003 and is
incorporated herein by reference.

Exhibit 12 Opinion and consent of counsel regarding tax matters to be filed by
amendment.

Exhibit 13(a) Administration Services Agreement between Manager, Registrant and
Investors Bank & Trust Company, amended July 1, 2000 was filed
previously in Post-effective Amendment No. 43 to the Registrant's
Registration Statement on Form N-1A on March 29, 2002 and is
incorporated herein by reference.

C-3

Exhibit 13(b) Securities Lending Agency Agreement with Investors Bank & Trust
Company (Schedule II amended as of February 23, 2001) was filed
previously in Post-Effective Amendment No. 41 to the Registrant's
Registration Statement on Form N-1A on April 11, 2001 and is
incorporated herein by reference.

Exhibit 14 Consent of Independent Accountants is filed herein.

Exhibit 15 None

Exhibit 16 Power of Attorney was filed previously in the Registration Statement
on Form N-14 on January 17, 2003 and is incorporated herein by
reference.

Exhibit 17(a) Participation Agreement among Registrant, the Manager and First
Allmerica Financial Life Insurance Company dated March 22, 2000
(Schedule A amended as of August 20, 2001) was filed previously in
Post-effective Amendment No. 43 to the Registrant's Registration
Statement on Form N-1A on March 29, 2002 and is incorporated
herein by reference.

Exhibit 17(b) Participation Agreement among Registrant, the Manager and
Allmerica Financial Life Insurance and Annuity Company dated
March 22, 2000 (Schedule A amended as of August 20, 2001) was
filed previously in Post-effective Amendment No. 43 to the
Registrant's Registration Statement on Form N-1A on March 29, 2002
and is incorporated herein by reference.

Item 17. Undertakings

(1) The undersigned registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is a part
of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new registration statement
for the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of them.

(3) The Registrant agrees to file, by post-effective amendment, an opinion of
counsel or a copy of an Internal Revenue Service ruling supporting the tax
consequences of the proposed mergers described in this Registration
Statement within a reasonable time after receipt of such opinion or ruling.

C-4

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment
Company Act, Allmerica Investment Trust has duly caused this Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in
the City of Worcester and Commonwealth of Massachusetts on the 20th day of
February, 2003.

ALLMERICA INVESTMENT TRUST

By: *
-----------------------------
John P. Kavanaugh, President

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date(s) indicated.

Signature Title Date
--------- ----- ----

* President (Chief Executive February 20, 2003
- ----------------------- Officer), Chairman of
John P. Kavanaugh the Board and Trustee

/S/ PAUL T. KANE Treasurer (Principal February 20, 2003
- ----------------------- Accounting Officer,
Paul T. Kane Principal Financial
Officer)

* Trustee February 20, 2003
- -----------------------
P. Kevin Condron

* Trustee February 20, 2003
- -----------------------
Joceyln S. Davis

* Trustee February 20, 2003
- -----------------------
Cynthia A. Hargadon

* Trustee February 20, 2003
- -----------------------
T. Britton Harris, IV

* Trustee February 20, 2003
- -----------------------
Gordon Holmes

C-5

Signature Title Date
--------- ----- ----

* Trustee February 20, 2003
- -----------------------
Mark A. Hug

* Trustee February 20, 2003
- -----------------------
Attiat F. Ott

* Trustee February 20, 2003
- -----------------------
Ranne P. Warner

By: /s/ Paul T. Kane, as
- -----------------------
Attorney-in-fact pursuant to
Power of Attorney filed
herewith

C-6

EXHIBIT INDEX

Number Description
------ -----------

Exhibit 6(b)(ii) Form of Sub-Adviser Agreement

Exhibit 6(k) Form of Sub-Adviser Agreement

Exhibit 14 Consent of Independent Accountants

ALLMERICA INVESTMENT TRUST

PROXY TABULATOR
P.O. BOX 9132
HINGHAM, MA 02043-9132

PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
ALLMERICA INVESTMENT TRUST

TRUST NAME PRINTS HERE
FUND NAME PRINTS HERE

The undersigned hereby appoints John P. Kavanaugh, Joseph W. MacDougall, Jr.,
Paul T. Kane, Gregory D. Sheehan and George M. Boyd, and each of them, attorneys
and proxies of the undersigned, with full power of substitution, and does hereby
request that the votes attributable to all of the undersigned's shares be cast
as directed, with all powers the undersigned would possess if personally
present, at a Special Meeting of the shareholders of the Select Strategic Growth
Fund, Select Emerging Markets Fund, Select Growth and Income Fund, Select
Aggressive Growth Fund, and Select Strategic Income Fund, five series of
Allmerica Investment Trust, to be held at 9:00 a.m. local time on Thursday,
March 27, 2003, at 440 Lincoln Street, Worcester, Massachusetts 01653, and at
any adjournment thereof, for the purposes listed on the reverse side of this
card.

Only shareholders of record as of the close of business on January 8, 2003 will
be entitled to notice of and to vote at the Meeting and any adjournment thereof.

Note: The undersigned hereby acknowledges receipt of the Notice of Meeting and
Prospectus/Proxy Statement and revokes any proxy heretofore given with respect
to the vote covered by this proxy.

Dated: ________________________, 2003

Sign, Date and Return the Proxy Card Promptly
Using the Enclosed Envelope.

Signature; Signature(s) if held jointly

Please sign exactly as the name appears hereon. When signing as
executor, administrator, attorney, trustee or guardian, please give full title.
If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person. If joint owners, each owner should sign.

AIT

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

This Proxy when properly executed will be voted in the manner directed by
the shareholder. If no direction is made, the Proxy will be voted "FOR" the
proposals.

1. To approve the Agreement and Plan of Reorganization for the Select Strategic
Growth Fund to merge with and into the Select Growth Fund.
(To be voted by Select Strategic Growth Fund.)

APPROVE DISAPPROVE ABSTAIN

2. To approve the Agreement and Plan of Reorganization for the Select Emerging
Markets Fund to merge with and into the Select International Equity Fund.
(To be voted by Select Emerging Markets Fund.)

APPROVE DISAPPROVE ABSTAIN

3. To approve the Agreement and Plan of Reorganization for the Select Growth and
Income Fund to merge with and into the Equity Index Fund.
(To be voted by Select Growth and Income Fund.)

APPROVE DISAPPROVE ABSTAIN

4. To approve the Agreement and Plan of Reorganization for the Select Aggressive
Growth Fund to merge with and into the Select Growth Fund.
(To be voted by Select Aggressive Growth Fund.)

APPROVE DISAPPROVE ABSTAIN

5. To approve the Agreement and Plan of Reorganization for the Select Strategic
Income Fund to merge with and into the Select Investment Grade Income Fund.
(To be voted by Select Strategic Income Fund.)

APPROVE DISAPPROVE ABSTAIN

6. In their discretion, the named proxies are authorized to vote such other
business as may properly come before the Meeting, or any adjournments thereof.

AIT