As filed with the Securities and Exchange Commission on May 6, 2003
File Nos. 811-4138 and 333-102568
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 1 [X]
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ALLMERICA INVESTMENT TRUST
(Name of Registrant)
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440 Lincoln Street
WORCESTER, MASSACHUSETTS 01653
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
(508) 855-1000
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(Names and Addresses of Agents for Service:)
George M. Boyd, Esq. Gregory D. Sheehan, Esq.
Allmerica Financial Ropes & Gray
440 Lincoln Street One International Place
Worcester, MA 01653 Boston, Massachusetts
02110
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Approximate Date of Proposed Public Offering: as soon after filing as
practicable
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to paragraph (b)
[_] on (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
This Amendment to the Registration Statement on Form N-14 of Allmerica
Investment Trust, filed with the Commission on January 17, 2003 (Accession
Number 0000950109-03-000754; SEC File No. 333-102568) (the "Registration
Statement"), is being filed to add Exhibits 12(a)-12(e) to the Registration
Statement. No information contained in Parts A or B of the Registration
Statement, which are incorporated herein by reference in their entirety, is
amended, deleted or superseded hereby.
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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, was filed as Appendix A to Part A of this Registration Statement
and is incorporated herein by reference.
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.
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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--was
filed previously in Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-14 on February 24, 2003 and is
incorporated by reference.
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.
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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--was filed previously in Pre-effective
Amendment No. 2 to the Registrant's Registration Statement on Form
N-14 on February 24, 2003 and is incorporated herein by reference.
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(a) Tax opinion of Ropes & Gray dated April 17, 2003 with respect to the
Select Growth Fund and Select Aggressive Growth Fund--filed
herewith.
Exhibit 12(b) Tax opinion of Ropes & Gray dated April 17, 2003 with respect to the
Select Growth Fund and Select Strategic Growth Fund--filed herewith.
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Exhibit 12(c) Tax opinion of Ropes & Gray dated April 22, 2003, with respect to the
Select Investment Grade Income Fund and Select Strategic Income
Fund--filed herewith.
Exhibit 12(d) Tax opinion of Ropes & Gray dated April 25, 2003 with respect to the
Equity Index Fund and Select Growth and Income Fund--filed herewith.
Exhibit 12(e) Tax opinion of Ropes & Gray dated April 30, 2003 with respect to the
Select International Equity Fund and Select Emerging Matters Fund--
filed herewith.
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.
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 was filed previously in Pre-
effective Amendment No. 2 to the Registrant's Registration Statement
on February 24, 2003 and is incorporated herein by reference.
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.
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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.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT AND THE INVESTMENT COMPANY
ACT, ALLMERICA INVESTMENT TRUST CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS
FOR EFFECTIVENESS OF THIS REGISTRATION STATEMENT UNDER RULE 485(B) UNDER THE
SECURITIES ACT AND 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 5TH DAY OF MAY, 2003.
ALLMERICA INVESTMENT TRUST
By: *
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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
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* President (Chief Executive May 5, 2003
- ----------------------- Officer), Chairman of
JOHN P. KAVANAUGH the Board and Trustee
/S/ PAUL T. KANE Treasurer (Principal May 5, 2003
- ----------------------- Accounting Officer,
PAUL T. KANE Principal Financial
Officer)
* Trustee May 5, 2003
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P. KEVIN CONDRON
* Trustee May 5, 2003
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JOCEYLN S. DAVIS
* Trustee May 5, 2003
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CYNTHIA A. HARGADON
* Trustee May 5, 2003
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T. BRITTON HARRIS, IV
* Trustee May 5, 2003
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GORDON HOLMES
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Signature Title Date
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* Trustee May 5, 2003
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MARK A. HUG
* Trustee May 5, 2003
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ATTIAT F. OTT
* Trustee May 5, 2003
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RANNE P. WARNER
BY: /S/ PAUL T. KANE, AS
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ATTORNEY-IN-FACT PURSUANT TO
POWER OF ATTORNEY FILED
PREVIOUSLY
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EXHIBIT INDEX
Number Description
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Exhibit 12(a) Tax opinion of Ropes & Gray dated April 17, 2003
Exhibit 12(b) Tax opinion of Ropes & Gray dated April 17, 2003
Exhibit 12(c) Tax opinion of Ropes & Gray dated April 22, 2003
Exhibit 12(d) Tax opinion of Ropes & Gray dated April 25, 2003
Exhibit 12(e) Tax opinion of Ropes & Gray dated April 30, 2003