Exhibit 6(b)(ii)
FORM OF
SUB-ADVISER AGREEMENT
SUB-ADVISER AGREEMENT executed as of , 2003 by and among Allmerica
Financial Investment Management Services, Inc. (the "Manager") Schroder
Investment Management North America Inc. (the "Sub-Adviser"), and Schroder
Investment North America Ltd. ("SIMNA Ltd.").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is agreed
as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST
(a) Subject always to the control of the Trustees of Allmerica Investment
Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for the following
series of shares of the Trust: the Select Strategic Income Fund (the "Fund")
and such other series of shares as the Trust, the Manager and the Sub-Adviser
may from time to time agree on (together, the "Funds"). The Sub-Adviser will
make investment decisions on behalf of the Fund and place all orders for the
purchase and sale of portfolio securities. In the performance of its duties,
the Sub-Adviser will comply with the provisions of the Agreement and
Declaration of Trust and Bylaws of the Trust and the objectives and policies
of the Fund, as set forth in the current Registration Statement of the Trust
filed with the Securities and Exchange Commission ("SEC") and any applicable
federal and state laws, and will comply with other policies which the
Trustees of the Trust (the "Trustees") or the Manager, as the case may be,
may from time to time determine and which are furnished to the Sub-Adviser in
writing. The Sub-Adviser shall make its officers and employees available to
the Manager from time to time at reasonable times to review investment
policies of the Fund and to consult with the Manager regarding the investment
affairs of the Fund. In the performance of its duties hereunder, the
Sub-Adviser is and shall be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Trust in any way or otherwise be deemed to be an agent of the
Trust.
(b) The Sub-Adviser, at its expense, will furnish (i) all investment and
management facilities, including salaries of personnel necessary for it to
perform the duties set forth in this Agreement, and (ii) administrative
facilities, including clerical personnel and equipment necessary for the
conduct of its investment activities for the Fund (excluding brokerage
expenses and pricing and bookkeeping services).
(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio investments for the Fund with issuers, brokers or dealers selected
by the
Sub-Adviser which may include brokers or dealers affiliated with the
Sub-Adviser. In the selection of such brokers or dealers and the placing of
such orders, the Sub-Adviser always shall seek best execution (except to the
extent permitted by the next sentence hereof), which is to place portfolio
transactions where the Fund can obtain the most favorable combination of
price and execution services in particular transactions or provided on a
continuing basis by a broker or dealer, and to deal directly with a principal
market maker in connection with over-the-counter transactions, except when it
is believed that best execution is obtainable elsewhere. Subject to such
policies as the Trustees may determine, the Sub-Adviser shall not be deemed
to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Trust to pay
a broker or dealer that provides brokerage and research services an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker or dealer would have charged for
effecting that transaction, if the Sub-Adviser determines in good faith that
such excess amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed
in terms of either that particular transaction or the overall
responsibilities of the Sub-Adviser and its affiliates with respect to the
Trust and to other clients of the Sub-Adviser as to which Sub-Adviser or any
affiliate of the Sub-Adviser exercises investment discretion.
(d) The Sub-Adviser may from time to time delegate to SIMNA Ltd. any or
all of the responsibilities of the Sub-Adviser hereunder; provided, however,
that the Sub-Adviser shall be liable under this Agreement for any acts or
omissions of SIMNA Ltd. to the same extent as if such acts or omissions were
committed by the Sub-Adviser itself.
(e) In addition to being registered as an investment adviser in the United
States, SIMNA Ltd. is regulated in the conduct of its investment business in
the United Kingdom by the Investment Management Regulatory Organization
Limited ("IMRO"). The Sub-Adviser and SIMNA Ltd. confirm that the Trust is a
Non-private Customer as defined by IMRO.
2. OTHER AGREEMENTS
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any person
controlling, controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlling, controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is also
understood that the Sub-Adviser and persons controlling, controlled by or under
common control with the Sub-Adviser have and may have advisory, management
service or other contracts with other organizations and persons, and may have
other interests and businesses.
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3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER
The Manager will pay to the Sub-Adviser as compensation for the Sub-Adviser's
services rendered a fee, determined as described in Schedule A, which is
attached hereto and made a part hereof. Such fee shall be paid by the Manager
and not by the Trust. The Sub-Adviser shall compensate SIMNA Ltd. for all
reasonable direct and indirect costs associated with SIMNA Ltd.'s performance of
services hereunder. In no event shall SIMNA Ltd. be entitled to any compensation
hereunder from any person other than the Sub-Adviser (including without
limitation the Manager or the Trust).
4. AMENDMENTS OF THIS AGREEMENT
This Agreement (including Schedule A attached hereto) shall not be amended as
to any Fund unless such amendment is approved at a meeting by the affirmative
vote of a majority of the outstanding voting securities of the Fund, if such
approval is required under the Investment Company Act of 1940, as amended ("1940
Act"), and by the vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees who are not interested
persons of the Trust, of the Manager, of the Sub-Adviser or of SIMNA Ltd.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT
This Agreement shall be effective as of the date executed, and shall remain
in full force and effect as to each Fund continuously thereafter, until
terminated as provided below:
(a) Unless terminated as herein provided, this Agreement shall remain in
full force and effect through May 30, 2003 and shall continue in full force
and effect for successive periods of one year thereafter, but only so long as
such continuance is specifically approved at least annually (i) by the
Trustees or by the affirmative vote of a majority of the outstanding voting
securities of the Fund, and (ii) by a vote of a majority of the Trustees who
are not interested persons of the Trust, of the Manager, of any Sub-Adviser
or of SIMNA Ltd., by vote cast in person at a meeting called for the purpose
of voting on such approval; provided, however, that if the continuance of
this Agreement is submitted to the shareholders of the Fund for their
approval and such shareholders fail to approve such continuance of this
Agreement as provided herein, the Sub-Adviser may continue to serve hereunder
in a manner consistent with the 1940 Act and the rules and regulations
thereunder.
(b) This Agreement may be terminated as to any Fund without the payment of
any penalty by the Manager, subject to the approval of the Trustees, by vote
of the Trustees, or by vote of a majority of the outstanding voting
securities of such Fund at any annual or special meeting or by the
Sub-Adviser, in each case on sixty days' written notice.
(c) This Agreement shall terminate automatically, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Agreement with the Manager shall have terminated for any reason.
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(d) In the event of termination of this Agreement, the Fund will no longer
use the name "Schroder", "Schroder Investment Management North America Inc."
or "Schroder Investment Management North America Ltd." in materials relating
to the Fund except as may be required by the 1940 Act and the rules and
regulations thereunder.
6. CERTAIN DEFINITIONS
For the purposes of this Agreement, the "affirmative vote of a majority of
the outstanding voting securities" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of the
shares of the Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less.
For the purposes of this Agreement, the terms "control", "interested person"
and "assignment" shall have their respective meanings defined in the 1940 Act
and rules and regulations thereunder, subject, however, to such exemptions as
may be granted by the SEC under said Act; the term "specifically approve at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder; and the term "brokerage and research
services" shall have the meaning given in the Securities Exchange Act of 1934
and the rules and regulations thereunder.
7. NON-LIABILITY OF SUB-ADVISER
The Sub-Adviser and SIMNA Ltd. shall be under no liability to the Trust, the
Manager or the Trust's Shareholders or creditors for any matter or thing in
connection with the performance of any of the Sub-Adviser's or SIMNA Ltd.'s
services hereunder or for any losses sustained or that may be sustained in the
purchase, sale or retention of any investment for the Funds of the Trust made by
them in good faith; provided, however, that nothing herein contained shall be
construed to protect the Sub-Adviser or SIMNA Ltd. against any liability to the
Trust by reason of the Sub-Adviser's or SIMNA Ltd.'s own willful misfeasance,
bad faith or gross negligence in the performance of their duties or by reason of
their reckless disregard of their obligations and duties hereunder.
8. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
A copy of the Trust's Agreement and Declaration of Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed by the Trustees as Trustees and not individually and
that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the appropriate Fund.
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IN WITNESS WHEREOF, Allmerica Financial Investment Management Services, Inc.
has caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative, Schroder Investment Management North America Inc. has
caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative, and Schroder Investment Management North America Ltd.
has caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative, all as of the day and year first above written.
Allmerica Financial
Investment Management Services, Inc.
By: ----------------------------
Title: ----------------------------
Schroder Investment
Management North America Inc.
By: ----------------------------
Title: ----------------------------
Schroder Investment
Management North America Ltd.
By: ----------------------------
Title: ----------------------------
Accepted and Agreed to as of the day
and year first above written:
ALLMERICA INVESTMENT TRUST
By: ----------------------------
Title: ----------------------------
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SCHEDULE A
Effective as , 2003
The Manager will pay to the Sub-Adviser as full compensation for the
Sub-Adviser's services rendered, a fee computed daily and paid quarterly at an
annual rate of the average daily net assets of the Fund as described below:
Net Assets Fee Rate
---------- --------
First $50 million ......... 0.80%
Next $50 million .......... 0.70%
Over $100 million ......... 0.60%
The average daily net assets of the Fund shall be determined by taking an
average of all of the determinations of net asset value during each month at the
close of business on each business day during such month while this Agreement is
in effect.
The fee for each quarter shall be payable within ten (10) business days
after the end of the quarter.
If the Sub-Adviser shall serve for any period less than a full month, the
foregoing compensation shall be prorated according to the proportion which such
period bears to a full month.
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