Exhibit 12(c)
April 22, 2003
Allmerica Select Strategic Income Fund
c/o Allmerica Investment Trust
440 Lincoln Street
Worcester, MA 01653
Allmerica Select Investment Grade Income Fund
c/o Allmerica Investment Trust
440 Lincoln Street
Worcester, MA 01653
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement"), dated January 7, 2003, between Allmerica
Investment Trust (the "Trust"), on behalf of Allmerica Select Strategic Income
Fund ("Target Fund"), and the Trust on behalf of Allmerica Select Investment
Grade Income Fund ("Acquiring Fund"). The Agreement describes a proposed
transaction (the "Transaction") to occur on April 22, 2003, or such other date
as may be decided by the parties (the "Closing Date"), pursuant to which
Acquiring Fund will acquire substantially all of the assets of Target Fund in
exchange for shares of beneficial interest in Acquiring Fund (the "Acquiring
Fund Shares") and the assumption by Acquiring Fund of all of the liabilities of
Target Fund, following which the Acquiring Fund Shares received by Target Fund
will be distributed by Target Fund to its shareholders in liquidation and
termination of Target Fund. This opinion as to certain federal income tax
consequences of the Transaction is furnished to you pursuant to Sections 8(h)
and 9(f) of the Agreement. Capitalized terms not defined herein are used herein
as defined in the Agreement.
Target Fund is a series of the Trust, which is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management
investment company. Shares of Target Fund are redeemable at net asset value at
each shareholder's option. Target Fund has elected to be a regulated investment
company for federal income tax purposes under Section 851 of the Internal
Revenue Code of 1986, as amended (the "Code").
Acquiring Fund is a series of the Trust. Shares of Acquiring Fund are redeemable
at net asset value at each shareholder's option. Acquiring Fund has elected to
be a regulated investment company for federal income tax purposes under Section
851 of the Code.
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Allmerica Select Strategic Income Fund April 22, 2003
Allmerica Select Investment Grade Income Fund
For purposes of this opinion, we have considered the Agreement, the Acquired
Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have provided us with letters
dated as of the date hereof, representing as to certain facts, occurrences and
information upon which you have indicated that we may rely in rendering this
opinion (whether or not contained or reflected in the documents and items
referred to above).
Based on the foregoing representations and assumptions and our review of the
documents and items referred to above, we are of the opinion that for federal
income tax purposes:
(i) The Transaction will constitute a reorganization within the meaning
of Section 368(a) of the Code, and Acquiring Fund and Target Fund
each will be a "party to a reorganization" within the meaning of
Section 368(b) of the Code;
(ii) No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Target Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund;
(iii) The basis in the hands of Acquiring Fund of the assets of Target
Fund transferred to Acquiring Fund in the Transaction will be the
same as the basis of such assets in the hands of Target Fund
immediately prior to the transfer;
(iv) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets
were held by Target Fund;
(v) No gain or loss will be recognized by Target Fund upon the transfer
of Target Fund's assets to Acquiring Fund in exchange for Acquiring
Fund Shares and the assumption by Acquiring Fund of the liabilities
of Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(vi) No gain or loss will be recognized by Target Fund shareholders upon
the exchange of their Target Fund shares for Acquiring Fund Shares;
(vii) The aggregate basis of Acquiring Fund Shares that a Target Fund
shareholder receives in connection with the Transaction will be the
same as the aggregate basis of his or her Target Fund shares
exchanged therefor;
(viii) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he
or she held the Target Fund shares exchanged therefor, provided that
he or she held such Target Fund shares as capital assets; and
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Allmerica Select Strategic Income Fund April 22, 2003
Allmerica Select Investment Grade Income Fund
(ix) Acquiring Fund will succeed to and take into account the items of
Target Fund described in Section 381(c) of the Code. Acquiring Fund
will take these items into account subject to the conditions and
limitations specified in Sections 381, 382, 383, and 384 of the Code
and the Regulations thereunder.
Our opinion is based on the Code, Treasury Regulations, Internal Revenue Service
rulings, judicial decisions, and other applicable authority, all as in effect on
the date of this opinion. The legal authorities on which this opinion is based
may be changed at any time. Any such changes may be retroactively applied and
could modify the opinions expressed above.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray