SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. _____________)
Check the appropriate box:
[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[x] Definitive Information Statement
Allmerica Investment Trust
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
ALLMERICA INVESTMENT TRUST:
SELECT STRATEGIC GROWTH FUND
440 LINCOLN STREET
WORCESTER, MA 01653
INFORMATION STATEMENT
On May 14, 2001, the Board of Trustees of Allmerica Investment Trust (the
"Trust") approved a new Sub-Adviser Agreement (the "New Sub-Adviser Agreement")
for the Select Strategic Growth Fund (the "Fund") between Allmerica Financial
Investment Management Services, Inc. ("AFIMS"), the Trust's investment manager,
and TCW Investment Management Company ("TCW"), the Fund's Sub-Adviser, which
became effective on July 6, 2001. The New Sub-Adviser Agreement is the same in
all substantive respects as the previous Sub-Adviser Agreement (the "Previous
Sub-Adviser Agreement"), dated April 1, 2000, in effect between AFIMS and TCW
with the exception of the effective and termination dates. There is no change
in the fee schedule applicable to TCW and AFIMS. AFIMS will pay TCW'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 previously selected TCW to manage the investments of the Fund
and such selection was re-approved by the Board of Trustees of the Trust at the
May 14, 2001 meeting.
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 and are granted relief from certain
disclosure requirements regarding advisory fees paid to sub-advisers. 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 September 25, 2001.
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. TCW, a wholly-owned subsidiary of TCW Group, Inc. ("TCW Group"),
has served as Sub-Adviser of the Select Strategic Growth Fund since April 1,
2000. On April 11, 2001 the TCW Group, certain stockholders of the TCW Group,
Societe Generale, S.A. ("Societe Generale"), Societe Generale Asset Management,
S.A. ("SGAM"), a wholly-owned subsidiary of Societe Generale, and certain other
parties entered into an Acquisition Agreement and Plan of Reorganization (the
"Acquisition Agreement") pursuant to which SGAM initially will acquire a 51%
interest in the TCW Group, increasing to a 70% interest over the next five years
(the "Transaction"). As a result of the completion of the first stage of the
Transaction on July 6, 2001, Societe Generale now controls the TCW Group and
TCW. The remaining 30% interest in the TCW Group will be retained by current TCW
Group shareholders and will be available for re-circulation to employees for
incentive purposes as Societe Generale repurchases these shares over time. TCW
and Societe Generale believe that this residual ownership creates an additional
long-term incentive for growth, performance and service to TCW clients. The
federal securities laws require that when there are certain changes in ownership
of a mutual fund's investment manager or sub-adviser, the fund's agreement with
the investment manager or sub-adviser automatically ends.
If the mutual fund wants the investment manager or sub-adviser to continue to
provide investment advisory services, the fund and the investment manager or
sub-adviser must enter into a new agreement. This federal securities law
requirement was triggered by the acquisition of the 51% interest in the TCW
Group. Therefore, the Fund's Previous Sub-Adviser Agreement with TCW ended on
July 6, 2001, the effective date of the first stage of the Transaction.
At the May 14, 2001 meeting, the Trustees were provided with financial and other
information about Societe Generale and the Transaction to assist them in
evaluating the terms of the New Sub-Adviser Agreement. At the meeting they were
also provided with performance information relating to TCW and information about
its investment strategy 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 Previous Sub-Adviser Agreement with TCW. Both TCW and Societe
Generale had given assurances that following the acquisition TCW,
notwithstanding the Transaction, would continue to operate as a separate
business entity under the same name with the same personnel and would remain
headquartered in Los Angeles. The Trustees considered the fact that there would
be no change in the advisory fees paid to AFIMS or the sub-advisory fees paid to
TCW. The Trustees, including the "non-interested" Trustees, who were advised by
independent legal counsel, concluded that entering into the New Sub-Adviser
Agreement was in the best interests of the Fund and its investors. Upon
completion of their review process, the Trustees voted unanimously, with the
"non-interested" Trustees voting separately, to approve the New Sub-Adviser
Agreement.
INFORMATION REGARDING TCW INVESTMENT MANAGEMENT COMPANY AND SOCIETE GENERALE
TCW, founded in 1971 and located at 865 South Figueroa Street, Suite 1800,
Los Angeles, CA 90017, manages pension and profit sharing funds,
retirement/health and welfare funds, public employee retirements funds, other
institutional accounts and private accounts. The firm is registered with the
Securities and Exchange Commission as an investment adviser under the Investment
Advisers Act of 1940. Prior to the Transaction, TCW was controlled by the TCW
Group, a Nevada corporation. As of June 30, 2001, TCW had approximately $80
billion in assets under management. In managing the Fund's investments, TCW
pursues a small cap growth investment philosophy. TCW uses fundamental company-
by-company analysis along with technical and quantitative market analysis to
screen potential investments and to monitor portfolio securities.
Exhibit A attached to this Information Statement contains information on
the type, size and advisory fees of other similar investment company funds
managed by TCW.
Societe Generale, a publicly traded company founded in 1864 and located at
29 Boulevard, Haussmann, 75009, Paris, France, is the lead company in the
Societe Generale Group, which is one of Europe's leading banking groups. The
group maintains its focus on three primary business lines: retail banking;
corporate and investment banking; and asset management and private banking. The
group includes over 69,000 staff members in 500 offices in 77 countries spread
across five continents. As of June 30, 2001, Societe Generale and its affiliates
had approximately $160 billion Eurodollars in assets under management. SGAM,
which currently holds a 51% ownership interest in TCW, is a wholly-owned
subsidiary of Societe Generale.
All information about TCW, SGAM and Societe Generale in this Information
Statement, including the information in Exhibit A, has been provided by TCW.
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Principal Executive Officers and Directors of TCW
The table below lists the individuals who serve as directors and principal
executive officers of TCW. The address for each individual is 865 South
Figueroa Street, Los Angeles, CA 90017. None serves as an officer or Trustee
of the Trust.
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Name Position and Principal Occupation
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Alvin R. Albe, Jr. Director, President and Chief Executive Officer of
TCW; The TCW Group, Inc. -Executive Vice
President; Trust Company of the West - Director
and Executive Vice President; TCW Asset Management
Company - Director and Executive Vice President;
TCW Convertible Securities Fund, Inc. - Senior
Vice President; TCW Galileo Funds, Inc. -
President
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Michael E. Cahill Managing Director, General Counsel and Secretary
of TCW; The TCW Group, Inc. -Managing Director,
General Counsel and Secretary; Trust Company of
the West -Managing Director, General Counsel and
Secretary; TCW Asset Management Company -Director,
Managing Director, General Counsel and Secretary;
TCW Convertible Securities Fund, Inc. - General
Counsel and Assistant Secretary; TCW Galileo Fund,
Inc. - Senior Vice President, General Counsel and
Assistant Secretary; Apex Mortgage Capital, Inc. -
Secretary
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David S. DeVito Managing Director, Chief Financial Officer and
Assistant Secretary of TCW; The TCW Group, Inc. -
Managing Director, Chief Financial Officer and
Assistant Secretary; Trust Company of the West -
Managing Director, Chief Financial Officer and
Assistant Secretary; TCW Asset Management
Company -Managing Director, Chief Financial
Officer and Assistance Secretary; Apex Mortgage
Capital, Inc. -Chief Financial Officer
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Thomas E. Larkin, Jr. Director and Vice Chairman of TCW; The TCW Group,
Inc. -Director and Vice Chairman; Trust Company of
the West - Director and Vice Chairman; TCW Asset
Management Company - Director and Vice Chairman;
TCW Convertible Securities Fund, Inc. - Senior
Vice President; TCW Galileo Funds, Inc. - Director
and Vice Chairman
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Hilary G.D. Lord Managing Director, Chief Compliance Officer and
Assistant Secretary of TCW; The TCW Group, Inc. -
Managing Director, Chief Compliance Officer and
Assistant Secretary; Trust Company of the West -
Managing Director and Chief Compliance Officer;
TCW Asset Management Company - Managing Director
and Chief Compliance Officer; TCW Convertible
Securities Fund, Inc. - Senior Vice President and
Assistant Secretary; TCW Galileo Funds, Inc. -
Assistant Secretary
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William V. Sonneborn Executive Vice President and Assistant Secretary
of TCW; The TCW Group, Inc. -Executive Vice
President and Assistant Secretary; Trust Company
of the West -Executive Vice President and
Assistant Secretary; TCW Asset Management
Company -Director, Executive President and
Assistant Secretary
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Marc I . Stern Director and Chairman of TCW; The TCW Group,
Inc. -Director and President; Trust Company of the
West -Director and Vice Chairman; TCW Asset
Management Company - Vice Chairman and President;
Apex Mortgage Capital, Inc. - Director and
Chairman of the Board; TCW Galileo Funds, Inc. -
Director and Chairman; Qualcomm, Incorporated -
Director
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No arrangements or understandings made in connection with the New Sub-
Adviser Agreement exist between AFIMS, TCW, SGAM and Societe Generale with
respect to the composition of the Board of Directors of TCW or the Board of
Trustees of the Trust or with respect to the selection or appointment of any
person to any office with either of them.
Description of the Previous Sub-Adviser Agreement and the New Sub-Adviser
Agreement
The Fund began operations on February 20, 1998. The Previous Sub-Adviser
Agreement was executed as of April 1, 2000. It was last approved by the
Trustees, including the Trustees who are "non-interested", at the meeting of the
Board of Trustees on May 14, 2001. Except for different effective and
termination dates, the terms of the New Sub-Adviser Agreement are similar in all
material respects to the terms of the Previous Sub-Adviser Agreement, including
the fee schedule. Under the New Sub-Adviser Agreement, TCW will, at its expense
and subject to the general oversight of the Trustees and AFIMS, regularly
provide the Fund with investment research, advice and supervision and will
furnish continuously an investment program consistent with the investment
objective and policies of the Fund.
For its services provided under the New Sub-Adviser Agreement, TCW will
receive from AFIMS a fee computed daily and paid quarterly at an annual rate of
0.85% based on the average daily net assets of the Fund of up to $100 million.
When the average daily net assets of the Fund exceed $100 million, the fee shall
be computed daily and paid quarterly at an annual rate of 0.75% of the total
average daily net assets of the Fund. During the fiscal year ended December 31,
2000, AFIMS paid TCW $257,389 for its sub-advisory services pursuant to the
Previous Sub-Adviser Agreement.
The New Sub-Adviser Agreement provides that TCW, as Sub-Adviser, in return
for its fee, 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 TCW
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 TCW will provide at its expense all necessary investment, management and
administrative facilities, including salaries of personnel 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 shall remain in full force and effect through
May 30, 2002 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-Adviser, 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 TCW, in each case 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 TCW, or (ii) reckless
disregard by TCW of its obligations and duties under the New Sub-Adviser
Agreement, it 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 it for the Trust.
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OTHER INFORMATION
The shares of the Fund may be purchased only by separate accounts
established by First Allmerica Financial Life Insurance Company ("First
Allmerica") or Allmerica Financial Life Insurance and Annuity Company
("Allmerica Financial Life") for the purpose of funding variable annuity
contracts and variable life insurance policies issued by First Allmerica or
Allmerica Financial Life and by qualified pension and retirement plans. Both
First Allmerica and Allmerica Financial Life are wholly-owned subsidiaries of
Allmerica Financial Corporation ("AFC"), a publicly-traded Delaware holding
company for a group of affiliated companies, the largest of which is First
Allmerica, a life insurance company organized in Massachusetts in 1844. On
December 31, 2000, 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-
828-0540.
Broker Commissions
During the fiscal year ended December 31, 2000, no commissions were paid to
brokers affiliated with TCW or the Fund.
Distributor, Administrator
Allmerica Investments, Inc. ("AII"), a wholly-owned subsidiary of AFC,
serves as the Distributor for the Trust. AII, 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.
September 25, 2001
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