SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No.____)
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14c-5(d)(2))
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Allmerica Investment Trust
(Name of Registrant as Specified In Its Charter)
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ALLMERICA INVESTMENT TRUST:
SELECT GROWTH FUND
440 LINCOLN STREET
WORCESTER, MA 01653
INFORMATION STATEMENT
On February 11, 2003, the Board of Trustees of Allmerica Investment Trust (the
"Trust") approved (1) a Sub-Adviser Agreement (the "New Sub-Adviser Agreement")
for the Select Growth Fund (the "Fund") of the Trust between Allmerica Financial
Investment Management Services, Inc. ("AFIMS"), the Trust's investment manager,
and Jennison Associates LLC ("Jennison"), which became effective on April 17,
2003, and (2) new principal investment strategies for the Fund. To pursue its
investment objective, the Fund has taken a multi-manager approach whereby two
Sub-Advisers, Putnam Investment Management, LLC ("Putnam") and Jennison, will
manage their own portions of the Fund's assets. The New Sub-Adviser Agreement is
the same in all substantive respects to the existing Sub-Adviser Agreement (the
"Existing Sub-Adviser Agreement"), dated April 16, 1998, in effect between AFIMS
and Putnam, except that the sub-advisory fees which AFIMS will pay Jennison
differ from the sub-advisory fee structure in the Existing Sub-Adviser Agreement
and the effective date and termination dates of the agreements are different.
There will be no change in advisory fees paid by the Fund to AFIMS. AFIMS will
pay Putnam's and Jennison's sub-adviser fees.
AFIMS manages the business affairs of the Fund pursuant to a Management
Agreement (the "Management Agreement") dated April 16, 1998 between the Trust
and AFIMS. The Management Agreement provides that, subject to the requirements
of the Investment Company Act of 1940 (the "1940 Act") and the rules and
regulations thereunder, AFIMS at its expense may select and contract with a
Sub-Adviser or Sub-Advisers to manage the investments of one or more of the
Funds in the Trust. AFIMS has selected Putnam and Jennison to manage the
investments of the Fund and such selection was approved by the Board of Trustees
of the Trust most recently at its May 15, 2003 meeting with respect to Putnam
and at its February 11, 2003 meeting with respect to Jennison. Putnam and
Jennison initially each will manage approximately one-half of the portfolio.
Thereafter, AFIMS will allocate the Fund's assets between the two Sub-Advisers
on a basis determined to be in the best interests of shareholders.
Under an order received from the Securities and Exchange Commission, the Trust
and AFIMS are permitted to enter into and amend sub-advisory agreements without
receiving shareholder approval. The Trustees of the Trust must approve such
sub-advisory agreements, and the Fund must provide specified information to
shareholders within 90 days of the hiring of any new sub-adviser or the
retention of a sub-adviser whose ownership has changed significantly. This
Information Statement is being supplied to shareholders to fulfill such
information requirement and is being mailed on or about May 27, 2003.
NO SHAREHOLDER VOTE WILL BE TAKEN WITH RESPECT TO THE MATTER DESCRIBED IN
THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
Background. Prior to the appointment of Jennison as a Sub-Adviser of the Fund,
Putnam alone served as Sub-Adviser of the Fund. The plan to add Jennison as a
Sub-Adviser of the Select Growth Fund was contingent on a proposal to merge the
Select Aggressive Growth Fund of the Trust with and into the Select Growth Fund
(the "Merger"). As required by federal securities law, the Merger was approved
by shareholders of the Select Aggressive Growth Fund at a special meeting on
March 27, 2003. The Merger became effective as of April 17, 2003. The New
Sub-Adviser Agreement became effective at that time. Prior to the Merger,
Jennison and Massachusetts Financial Services Company served as Sub-Advisers of
the Select Aggressive Growth Fund. The proposal to include Jennison as a
Sub-Adviser of the Select Growth Fund was recommended to the Trustees by AFIMS
and CRA RogersCasey, Inc. ("RogersCasey"), a consultant retained by AFIMS to
assist AFIMS in continuously monitoring the performance of each Sub-Adviser of
the Trust. The Trustees determined that adding Jennison as a Sub-Adviser of the
Select Growth Fund to serve along with Putnam would be in the best interest of
the Fund and its shareholders based on Jennison's qualities as an investment
management firm and the Trustees' desire to balance and complement Putnam's
investment style.
In the course of the selection process, AFIMS and RogersCasey reviewed
performance and background criteria relating to several investment advisory
firms. They considered, among other things, the nature and quality of the
services to be provided by each sub-adviser candidate, comparative data as to
each sub-adviser's investment performance, the experience and financial
condition of the sub-adviser and its affiliates, the level of sub-advisory fees
to be paid compared to industry averages, the sub-adviser's commitment to mutual
fund advisory activities and the quality of the sub-adviser's proposal
generally. Upon completion of the review process, which included
discussion of the matter at meetings on January 7, 2003 and February 11, 2003,
the Trustees voted unanimously, with the "non-interested" Trustees voting
separately after conferring with their independent counsel, to appoint Jennison
as a new Sub-Adviser to the Fund effective April 17, 2003, and to approve the
New Sub-Adviser Agreement, subject to shareholder approval of the Merger. In
evaluating the proposal, the Trustees considered generally the same factors
considered by AFIMS and RogersCasey. The decision by the Trustees to appoint
Jennison as an additional Sub-Adviser was based primarily on their desire to
balance and complement Putnam's investment style and a determination by the
Trustees that the Fund's assets could be managed more efficiently by two
Sub-Advisers. At the February 11, 2003 meeting, the Trustees were provided with
financial and other information about Jennison. At the meeting they were also
provided with performance information relating to Jennison and information about
its investment style and current personnel. The Trustees considered the terms of
the New Sub-Adviser Agreement and the fact that it was substantially the same as
the Existing Sub-Adviser Agreement with Putnam. The Trustees considered the fact
that there would be no change in the advisory fees paid by the Fund to AFIMS.
The Trustees concluded that entering into the New Sub-Adviser Agreement was in
the best interests of the Fund and its shareholders.
INFORMATION REGARDING JENNISON ASSOCIATES LLC
Jennison, a wholly-owned subsidiary of Prudential Financial, Inc., was founded
in 1969 and is located at 466 Lexington Avenue, New York, NY 10017. As of
December 31, 2002, Jennison had approximately $48 billion in assets under
management. Kathleen McCarragher and Michael Del Balso have responsibility for
the day-to-day management of Jennison's portion of the Fund's investments. Ms.
McCarragher, a Director and Executive Vice President, joined Jennison in 1998.
Prior to joining Jennison she was Managing Director and Director of Large Cap
Growth Equities at Weiss, Peck & Greer L.L.C., which she joined in 1992 after 10
years with State Street Research & Management Company. Mr. Del Balso, a Director
and Executive Vice President, joined Jennison in 1972 after four years with
White, Weld & Company, where he was a Vice President.
All information about Jennison in this Information Statement has been provided
by Jennison.
Parent Companies of Jennison Associates LLC
The table below lists the names, addresses and ownership percentages of all
parent companies of Jennison.
Name Address
---- -------
Prudential Financial, Inc.
Jennison is an indirect, wholly-owned subsidiary of 751 Broad Street
Prudential Financial, Inc. Newark, NJ 07102
100% owner of Prudential Asset Management Holding
Company
Prudential Asset Management Holding Company
Jennison is an indirect, wholly-owned subsidiary of 751 Broad Street
Prudential Asset Management Holding Company Newark, NJ 07102
100% owner of Prudential Investment Management, Inc.
Prudential Investment Management, Inc.
Jennison is a direct, wholly-owned subsidiary of Gateway Center Two
Prudential Investment Management, Inc. McCarter Highway & Market
Newark, NJ 07102
100% owner of Jennison Associates LLC
Principal Executive Officers and Directors of Jennison Associates LLC
The table below lists the individuals who serve as principal executive officers
and directors of Jennison. The address for Jennison's personnel is 466 Lexington
Avenue, New York, NY 10017. None serves as an officer or Trustee of the Trust.
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Name Principal Occupation
---- --------------------
Michael Anthony Del Balso Executive Vice President and Director
Dennis Miles Kass Chief Executive Officer, Chairman and
Director
Chief Operating Officer, Chief
Karen Elizabeth Kohler Compliance Officer, Executive Vice
President and Director
Kathleen Ann McCarragher Executive Vice President and Director
Spiros Segalas President and Director
John Robert Strangfeld Director
Kevin Charles Uebelein Director
Bernard Bruce Winogard Director
Mary-Jane Flaherty Director
Philip Nicholas Russo Director
Victor Ying-Wing Sim Director
No arrangements or understandings made in connection with the New Sub-Adviser
Agreement exist between AFIMS and Jennison with respect to the composition of
the Board of Directors of Jennison or the Board of Trustees of the Trust or with
respect to the selection or appointment of any person to any office with any of
them.
Other Funds Managed by Jennison Associates LLC
Jennison serves as sub-adviser to other investment company funds similar to the
Select Growth Fund. Information about these funds appears in the following
table. Except as otherwise indicated below, Jennison has not waived, reduced or
otherwise agreed to reduce its compensation from these funds under the
applicable contracts.
Fund Portfolio Objective Approximate Assets Fees
---- --------- --------- ------------------ ----
as of May 1, 2003
-----------------
AEGON/Transamerica Series Jennison Growth Long-term growth of $ 190,025,817 0.50% on first $300 million
Fund, Inc. capital and 0.45% on balance.
Calculated daily; paid monthly.
EQ Advisors Trust EQ/Balanced Portfolio* Appreciation of capital $ 258,559,354 0.35% on all JALLC manages.
and current income Calculated daily; paid monthly.
Harbor Fund Harbor Capital Long-term growth of $ 5,152,468,891 0.75% on first $10 million of
Appreciation Fund capital average actual net assets;
0.50% on next $30 million;
0.35% on next $25 million;
0.25% on next $335 million;
0.22% on next $600 million;
0.20% on next $4 billion and
0.25% on balance.
Calculated daily; paid
quarterly.
For purposes of determining
the applicable fee rate, the
payments of Harbor Capital
Advisors, Inc. to Jennison will
be combined with the assets and
payments of the accounts of the
Harbor Capital Group Trust for
Defined Benefit Plans that
Jennison manages.
Manufacturers Investment Capital Appreciation Long-term growth of $ 129,379,160 0.40% on first $300 million of
Trust Trust capital net assets and 0.35% on
balance.
Calculated daily; paid monthly.
Masters' Select Funds The Masters' Select Long-term growth of $ 89,505,033 0.75% on first $10 million
Equity Fund* capital JALLC manages;
0.50% on next $30 million;
0.35% on next $25 million;
0.25% on next $335 million;
0.22% on next $600 million and
0.20% on balance.
Calculated daily; paid monthly.
Metropolitan Series Fund, Jennison Growth Long-term growth of $ 370,208,162 0.45% on first $100 million;
Inc. Portfolio capital 0.40% on next $400 million;
0.35% on next $500 million and
0.30% on balance.
Paid monthly.
3
Oppenheimer Select Managers Jennison Growth Fund Long-term growth of $ 10,744,683 0.45% on first $300 million and
capital 0.40% on balance.
Calculated daily; paid monthly.
Strategic Partners Asset Strategic Partners Current income and $ 22,562,605 0.30% on first $300 million JALLC
Allocation Funds Conservative Growth a reasonable level manages and 0.25% on balance.
Fund* of capital Calculated daily; paid monthly.
appreciation
Strategic Partners Asset Strategic Partners Long-term capital $ 35,560,727 0.30% on first $300 million JALLC
Allocation Funds High Growth Fund* appreciation manages and 0.25% on balance.
Calculated daily; paid monthly.
Strategic Partners Asset Strategic Partners Capital appreciation $ 48,108,349 0.30% on first $300 million JALLC
Allocation Funds Moderate Growth and a reasonable manages and 0.25% on balance.
Fund* level of current Calculated daily; paid monthly.
income
The Hirtle Callaghan Trust The Growth Equity Capital appreciation $ 279,069,273 0.30% on all JALLC manages.
Portfolio* with income as Paid monthly.
secondary
consideration
The Preferred Group of Preferred Large Cap Long-term capital $ 348,651,830 0.75% on first $10 million of
Mutual Funds Growth Fund appreciation Average Quarterly Net Assets of
Combined Assets;
0.50% on next $30 million;
0.35% on next $25 million;
0.25% on next $335 million;
0.22% on next $600 million and
0.20% on balance.
Paid quarterly.
The fee paid to Jennison is based
on the Preferred Large Cap Growth
Fund assets managed by Jennison
together with any other assets
managed by Jennison, at the time
the Sub-Adviser Agreement was
entered into or as agreed by
Caterpillar Investment Management
Ltd. and Jennison, relating to
Caterpillar Inc. or any of its
affiliates. (The Preferred Large
Cap Growth Fund assets together
with such other assets are
collectively referred to as the
"Combined Assets.")
The Prudential Investment Prudential Jennison Long-term growth of $ 2,911,741,384 0.30% on first $300 million and
Portfolios, Inc. Growth Fund capital 0.25% on balance.
Calculated daily; paid monthly.
The Prudential Series Diversified Current income and $ 23,772,252 0.30% on first $300 million and
Fund, Inc. Conservative Growth a reasonable level 0.25% on balance.
Portfolio* of capital Paid quarterly.
appreciation
The Prudential Series Jennison Portfolio Long-term growth of $ 1,478,564,406 0.75% on first $10 million JALLC
Fund, Inc. capital manages;
0.50% on next $30 million;
0.35% on next $25 million;
0.25% on next $335 million;
0.22% on next $600 million and
0.20% on balance.
Paid quarterly.
* indicates that the mutual fund is a multi-manager fund.
Jennison does not act as adviser to any of the mutual funds it manages. All
relationships are sub-adviser relationships.
Description of the Existing Sub-Adviser Agreement and the New Sub-Adviser
Agreement
The Fund began operations on August 21, 1992. The Existing Sub-Adviser Agreement
was last submitted and approved by the Shareholders of the Fund at a Special
Meeting on September 18, 1996 for the purpose of approving a new Sub-Adviser
Agreement with Putnam. The Existing Sub-Adviser Agreement was last approved by
the Trustees, including the Trustees who are "non-interested," at a meeting of
the Board of Trustees on May 15, 2003. Except for different effective and
termination dates and the sub-advisory fee schedule, the terms of the New
Sub-Adviser Agreement are similar in all material respects to the terms of the
Existing Sub-Adviser Agreement.
For its services provided under the Existing Sub-Adviser Agreement, Putnam is
paid by AFIMS a fee computed daily and paid quarterly at an annual rate based on
the average daily net assets of the Fund as set forth below:
4
Sub-advisory Fees to Putnam
---------------------------
Assets Rate
------ ----
First $50 Million ............... 0.50%
Next $100 Million ............... 0.45%
Next $100 Million ............... 0.35%
Next $100 Million ............... 0.30%
Over $350 Million ............... 0.25%
During the fiscal year ended December 31, 2002, AFIMS paid Putnam $1,768,151 for
its sub-advisory services pursuant to the Existing Sub-Adviser Agreement. If the
new sub-adviser fees had been in effect during the last fiscal year, assuming
the Fund's assets were managed equally by Putnam and Jennison, Putnam and
Jennison would have received $1,075,891 and $905,206, respectively, representing
a total increase of $212,946, or 12.04%, from the fees that were actually paid
to Putnam in 2002. Based on the Fund's net assets at January 1, 2003 of
approximately $375,958,982, the aggregate sub-adviser fees paid by AFIMS in 2003
would increase from $1,414,897 to $1,490,850, an increase of $75,959, or 5.37%.
For its services under the New Sub-Adviser Agreement, Jennison will be paid by
AFIMS a fee computed daily and paid quarterly at an annual rate based on the
average daily net assets of the Fund as set forth below. The Trustees believe
the fee under the New Sub-Adviser Agreement provides an effective means of
compensating Jennison for its investment advisory services.
Sub-advisory Fees to Jennison
-----------------------------
Assets Rate
------ ----
First $300 Million .............. 0.35%
Next $200 Million ............... 0.30%
Over $500 Million ............... 0.25%
The New Sub-Adviser Agreement provides that Jennison, as Sub-Adviser, in return
for its fees, will manage the investment and reinvestment of assets of the Fund
subject to the control and supervision of the Board of Trustees and in
accordance with the investment objective and policies of the Fund set forth in
the Trust's current registration statement and any other policies established by
the Board of Trustees or AFIMS. In this regard, it is the responsibility of
Jennison to make investment decisions for the Fund and to place the Fund's
purchase and sale orders for investment securities. The New Sub-Adviser
Agreement states that Jennison will provide at its expense all necessary
investment, management and administrative facilities needed to carry out its
duties under the New Sub-Adviser Agreement, but excluding brokerage expenses and
pricing and bookkeeping services.
The New Sub-Adviser Agreement will remain in full force and effect through May
30, 2004 and shall continue in full force and effect for successive periods of
one year thereafter, but only so long as each such continuance is specifically
approved annually by the Board of Trustees, or by vote of the holders of a
majority of the Fund's outstanding voting securities, and by the vote of a
majority of the Trustees who are not "interested persons" of the Trust, AFIMS,
the Sub-Advisers, or any other Sub-Adviser to the Trust. The New Sub-Adviser
Agreement may be terminated at any time, without payment of any penalty, by
AFIMS, subject to the approval of the Trustees, by vote of the Trustees, by vote
of a majority of the outstanding voting securities of the Fund, or by Jennison
on 60 days' written notice. As required by the 1940 Act, the New Sub-Adviser
Agreement will automatically terminate, without the payment of any penalty, in
the event of its assignment. It also will terminate in the event that the
Management Agreement between the Trust and AFIMS shall have terminated for any
reason.
The New Sub-Adviser Agreement provides that, in the absence of (i) willful
misfeasance, bad faith or gross negligence on the part of Jennison, or (ii)
reckless disregard by Jennison of its obligations and duties under the New
Sub-Adviser Agreement, Jennison shall not be liable to the Trust, AFIMS or to
any shareholder or creditor of the Trust, for any matter in connection with the
performance of any of its services under the New Sub-Adviser Agreement or for
any good faith purchase or sale of any investment made by Jennison for the
Trust.
In addition to approving the New Sub-Adviser Agreement, the Trustees also
approved new principal investment strategies for the Fund to reflect Jennison's
investment management style. The strategies available for use by Putnam are not
expected to change as a result of Jennison's appointment. In managing the Fund's
portfolio, Putnam looks for companies that appear to have favorable long-term
growth characteristics, while Jennison seeks common stocks of companies that it
believes are poised to achieve and maintain superior earnings growth. The Fund's
5
previous principal investment strategies, reflecting sole management of the Fund
by Putnam, were stated in the Fund's prospectus dated May 1, 2002. The new
strategies, which became effective April 17, 2003, and the Fund's investment
objective, which remains unchanged, are included in the Trust's current
prospectus dated May 1, 2003. The new principal investment strategies also are
set forth below.
Principal Investment Strategies. To attain its objective, the Fund takes a
multi-manager approach whereby two Sub-Advisers independently manage their own
portions of the Fund's assets. Putnam Investment Management LLC looks for
companies that appear to have favorable long-term growth characteristics. The
firm typically invests in stocks of mid- and large-capitalization companies,
although it can also make investments in smaller growth companies. Jennison
Associates LLC 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 will use a fundamental bottom-up approach to selecting
stocks for the Fund.
The Sub-Advisers each manage approximately one-half of the Fund assets. At any
point, however, the Manager may change the allocation of the Fund's assets
between the two Sub-Advisers on a basis determined by the Manager to be in the
best interest of shareholders. This means that the portion of assets managed by
one Sub-Adviser could be significantly larger than that managed by the other and
that the difference in such proportions could change from time to time.
At least 80% of the Fund's assets normally will consist of common stocks. The
Fund also may purchase convertible bonds and preferred stocks and warrants. The
Fund normally invests substantially all of its investments in equity securities,
although it may invest up to 20% in debt securities including up to 15% in "junk
bonds". The Fund may invest up to 25% of its assets in foreign securities (not
including its investments in ADRs).
OTHER INFORMATION
The shares of the Fund may be purchased only by separate accounts ("Separate
Accounts") established by Allmerica Financial Life Insurance and Annuity Company
("Allmerica Financial Life") or First Allmerica Financial Life Insurance Company
("First Allmerica") for the purpose of funding variable annuity contracts and
variable life insurance policies issued by Allmerica Financial Life or First
Allmerica and by qualified pension and retirement plans. Both Allmerica
Financial Life and First Allmerica are wholly-owned subsidiaries of Allmerica
Financial Corporation ("AFC"), a publicly-traded Delaware holding company for a
group of affiliated companies. On April 30, 2003, the Trustees and officers of
the Trust, as a group, beneficially owned less than 1% of the outstanding shares
of the Fund.
Annual Report
The Trust will furnish, without charge, a copy of the most recent Annual Report
to the Shareholders of the Fund. Requests should be directed to the Trust at 440
Lincoln Street, Worcester, Massachusetts 01653 or by calling 1-800-533-7881.
Broker Commissions
During the fiscal year ended December 31, 2002, no commissions were paid to
brokers affiliated with the Sub-Advisers of the Fund.
Distributor, Administrator
VeraVest Investments, Inc. ("VII"), a wholly-owned subsidiary of AFC, serves as
the Distributor for the Trust. VII, AFIMS and AFC are located at 440 Lincoln
Street, Worcester, MA 01653. Investors Bank & Trust Company, 200 Clarendon
Street, Boston, MA 02116, serves as the Trust's administrator, fund accountant
and custodian.
May 27, 2003
6
May 27, 2003
Dear Contract/Policy Owner:
Jennison Associates LLC ("Jennison") has been hired effective April 17,
2003 as a second Sub-Adviser of the Select Growth Fund (the "Fund") of Allmerica
Investment Trust (the "Trust") to serve along with Putnam Investment Management,
LLC ("Putnam"). Prior to the appointment of Jennison as a Sub-Adviser of the
Fund, Putnam served as sole Sub-Adviser of the Fund. Jennison, a wholly-owned
subsidiary of Prudential Financial, Inc., has been managing money since 1969 and
had $48 billion in assets under management as of December 31, 2002. Presently,
Putnam and Jennison each manage approximately one-half of the Fund's assets. The
investment advisory fees charged by the Trust's investment manager, Allmerica
Financial Investment Management Services, Inc., to the Fund remain the same.
Please take a few minutes to read the attached Information Statement. It
contains additional information about Jennison, the factors that were considered
by management and the Trustees in making the decision to hire Jennison, the
terms of the new Sub-Adviser Agreement with Jennison and Jennison's investment
strategy.
This action will not require you to send a proxy and we are not asking you
for a proxy. As always, please feel free to contact your financial
representative or us with any questions or comments you may have.
Sincerely,
/s/ John P. Kavanaugh
John P. Kavanaugh
President
Enclosure