SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
Allmerica Investment Trust
(Name of Registrant as Specified In Its Charter)
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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):
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[ ] Fee paid previously with preliminary materials.
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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.:
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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 to 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 FEES PAID 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 ___, 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.
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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 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 July 31, 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 based
in 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 75 countries spread across five continents. As of July
31, 2001, Societe Generale and its affiliates had approximately $_____ in assets
under management.
All information about TCW, SGAM and Societe Generale in this
Information Statement, including the information in Exhibit A, has been
provided by TCW.
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
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
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
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
Thomas E. Larkin, Jr. Director and Vice Chairman of TCW; The TCW
Group, Inc. - 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
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
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
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
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.
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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.
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
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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 ___, 2001
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Mutfunds/2001/TCW INFO STATEMENT/Info. Statmnt.doc