Exhibit 8
ADMINISTRATION SERVICES AGREEMENT
between
ALLMERICA FINANCIAL INVESTMENT MANAGEMENT SERVICES, INC.,
ALLMERICA INVESTMENT TRUST
and
INVESTORS BANK & TRUST COMPANY
ADMINISTRATION SERVICES AGREEMENT
AGREEMENT made as of April 1, 1999 by and among ALLMERICA FINANCIAL
INVESTMENT MANAGEMENT SERVICES, INC., a Massachusetts corporation ("AFIMS"),
ALLMERICA INVESTMENT TRUST (the "Fund") and INVESTORS BANK & TRUST COMPANY, a
Massachusetts trust company (the "Bank").
WHEREAS, AFIMS serves as investment manager for the Fund, a registered
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of the separate portfolios listed on Appendix A hereto;
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and
WHEREAS, AFIMS desires to retain the Bank to render certain
administrative services to the Fund and the Bank is willing to render such
services.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, it is agreed between the parties hereto as follows;
1. Appointment.
------------
AFIMS hereby appoints the Bank to act as Administrator of the
Fund on the terms set forth in this Agreement. The Bank accepts such appointment
and agrees to render the services herein set forth for the compensation herein
provided.
2. Delivery of Documents.
----------------------
AFIMS has furnished the Bank with copies properly certified or
authenticated of each of the following:
(a) The Fund's incorporating or organizing documents filed
with the Commonwealth of Massachusetts on September 8, 1993 and all amendments
thereto (the "Articles");
(b) The Fund's by-laws and all amendments thereto (the "By-
Laws");
(c) The Fund's agreements with all service providers which
include any investment advisory agreements, sub-investment advisory agreements,
custody agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(d) The Fund's most recent amendment to its Registration
Statement on FoRM N-1A (the "Registration Statement") under the Securities Act
of 1933 and under the 1940 Act; and
(e) The Fund's most recent prospectus and statement of
additional information (the "Prospectus"); and
(f) Such other certificates, documents or opinions as may
mutually be deemed necessary or appropriate for the Bank in the proper
performance of its duties hereunder.
Upon request, AFIMS will promptly furnish, or cause to be
furnished the Bank copies of all amendments of or supplements to the foregoing.
Furthermore, each party to this Agreement will notify the other promptly of any
matter which may materially affect the performance by the Bank of its services
under this Agreement.
Page 1
3. Duties of Administrator.
------------------------
Subject to the supervision and direction of the Board of
Directors of the Fund, the Bank, as Administrator, will assist in conducting
various aspects of the Fund's administrative operations and undertakes to
perform the services described in Appendix B hereto. The Bank may, from time to
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time, perform additional duties and functions which shall be set forth in an
amendment to such Appendix B executed by both parties. At such time, the fee
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schedule included in Appendix C hereto shall be appropriately amended.
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In performing all services under this Agreement, the Bank
shall act in conformity with the Fund's Articles and By-Laws and the 1940 Act
and other laws as applicable, as the same may be amended from time to time, and
the investment objectives, investment policies and other practices and policies
set forth in the Fund's Registration Statement, as the same may be amended from
time to time. Notwithstanding any item discussed herein, the Bank has no
discretion over the Fund's assets or choice of investments.
4. Duties of the Fund.
-------------------
(a) The Fund agrees to make its legal counsel available to the
Bank for instruction with respect to any matter of law arising in connection
with the Bank's duties hereunder, and the Fund further agrees that the Bank
shall be entitled to rely on such instruction without further investigation on
the part of the Bank.
5. Fees and Expenses.
------------------
(a) For the services to be rendered and the facilities to be
furnished by the Bank, as provided for in this Agreement, AFIMS will compensate
the Bank in accordance with the fee schedule attached as Appendix C hereto. Such
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fees do not include out-of-pocket disbursements (as delineated on the fee
schedule or other expenses with the prior approval of the Fund's management) of
the Bank for which the Bank shall be entitled to ▇▇▇▇ AFIMS separately and for
which AFIMS shall reimburse the Bank.
(b) The Bank shall not be required to pay any expenses
incurred by the Fund or AFIMS.
(c) This Agreement does not obligate the Fund to pay the Bank
any fees or disbursements as described under paragraph 5(a) above.
6. Limitation of Liability.
------------------------
(a) The Bank agrees to indemnify and hold AFIMS and its
directors, officers, employees, agents and representatives harmless from and
against any and all losses, damages, liabilities, claims, costs and expenses,
including reasonable attorneys' fees and expenses, resulting from any claim,
demand, action or suit arising out of the Bank's willful misfeasance, bad faith
or gross negligence in the performance of its obligations and duties under this
Agreement.
(b) AFIMS agrees to indemnify and hold the Bank and its
directors, officers, employees, agents and representatives harmless from and
against any and all losses, damages, liabilities, claims, costs, and expenses
including reasonable attorneys' fees and expenses, resulting from any claim,
demand, action or suit related to AFIMS's performance of, or failure to perform,
its obligations under this Agreement and not resulting from willful misfeasance,
bad faith or gross negligence of the Bank.
(c) The Bank may apply to AFIMS at any time for instructions
and may consult counsel for AFIMS, or its own counsel, ▇▇▇▇▇▇, ▇▇▇▇▇ and
▇▇▇▇▇▇▇, and with accountants and other experts with respect to any matter
arising in connection with its duties hereunder, and the Bank shall not be
liable or
Page 2
accountable for any action taken or omitted by it in good faith in accordance
with such instruction, or with the opinion of such counsel, accountants, or
other experts. The Bank shall not be liable for any act or omission taken or not
taken in reliance upon any document, certificate or instrument which it
reasonably believes to be genuine and to be signed or presented by the proper
person or persons. The Bank shall not be held to have notice of any change of
authority of any officers, employees, or agents of the Fund until receipt of
written notice thereof has been received by the Bank from the Fund.
(d) In the event the Bank is unable to perform, or is delayed
in performing, its obligations under the terms of this Agreement because of acts
of God, earthquakes, fires, floods, storms or other disturbances of nature,
epidemics, strikes, riots, nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion,
fission or radiation, the interruption, loss or malfunction of utilities,
transportation or computers (hardware or software) and computer facilities, the
unavailability of energy sources and other similar happenings or events beyond
the reasonable control of the Bank, the Bank shall not be liable to the Fund or
AFIMS for any damages resulting from such failure to perform, delay in
performance, or otherwise from such causes, except as results from the Bank's
own negligence, bad faith or willful misconduct. Notwithstanding the foregoing,
the Bank has and shall maintain appropriate back-up and disaster recovery
facilities and shall use its best efforts to provide all required information
and services hereunder to the Fund and AFIMS as soon as possible after any such
delay in performance.
7. Term and Termination of Agreement.
----------------------------------
(a) The term of this Agreement shall be three years commencing
upon the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this Agreement
shall automatically renew for successive one-year terms (each a "Renewal Term")
unless notice of non-renewal is delivered by the non-renewing party to the other
party no later than ninety days prior to the expiration of the Initial Term or
any Renewal Term, as the case may be.
(i) Either party hereto may terminate this Agreement
prior to the expiration of the Initial Term or any Renewal Term in the event the
other party violates any material provision of this Agreement, provided that the
non-violating party gives written notice of such violation to the violating
party and the violating party does not cure such violation within 90 days of
receipt of such notice.
(ii) If a majority of the Fund's Board reasonably
determines that the performance of the Bank under this Agreement has been
unsatisfactory, written notice (the "Notice") of such determination setting
forth the reasons for such determination shall be provided to the Bank. Such
determination shall be based upon such information as the Fund's Board in its
sole discretion elects to consider, including the Bank's performance against the
"Performance Goals" (as defined below). In order to be effective, any Notice
must be executed by two officers of the Fund. The Bank shall, within sixty (60)
days after receipt of the Notice, either (i) correct the deficiencies listed in
the Notice; or (ii) renegotiate terms of this Agreement in a form satisfactory
to the Fund. If the conditions of the preceding sentence are not met within such
sixty (60) day period, the Fund may terminate this Agreement without additional
action by the Fund's Board upon an additional sixty (60) days written notice.
For the purposes of this Section, "Performance Goals" shall mean the performance
goal criteria mutually agreed between the parties. The parties agree to develop
the initial Performance Goals no later than June 30, 1999 and agree to
periodically review the Performance Goals for necessary updates due to changes
in the nature or scope of services provided hereunder.
Page 3
(b) At any time after the termination of this Agreement, the
Fund or AFIMS may, upon written request, have reasonable access to the records
of the Bank relating to its performance of its duties as Administrator.
8. Miscellaneous.
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(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to AFIMS or the Bank shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
To AFIMS:
Allmerica Financial Investment Management Services, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
With a copy to: Counsel
To the Fund:
Allmerica Investment Trust
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
With a copy to: Counsel
To the Bank:
Investors Bank & Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇, Director,
Client Management
With a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel
(b) This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the written consent
of the other party.
(c) This Agreement shall, be construed in accordance with the
laws of the Commonwealth of Massachusetts, without regard to its conflict of
laws provisions.
(d) This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original and which
collectively shall be deemed to constitute only one instrument.
(e) The captions of this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
9. Confidentiality.
----------------
All books, records, information and data pertaining to the
business of the other party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall remain confidential, and
shall not be voluntarily disclosed to any other person, except as may be
required in the performance of duties hereunder or as otherwise required by law.
Page 4
10. Use of Name.
------------
AFIMS shall not use the name of the Bank or any of its
affiliates in any prospectus, sales literature or other material relating to the
Fund in a manner not approved by the Bank prior thereto in writing; provided
however, that the approval of the Bank shall not be required for any use of its
name which merely refers in accurate and factual terms to its appointment
hereunder or which is required by the Securities and Exchange Commission or any
state securities authority or any other appropriate regulatory, governmental or
judicial authority; provided further, that in no event shall such approval be
----------------
unreasonably withheld or delayed.
11. Limitation of Liability. A copy of the Agreement and
-----------------------
Declaration of Trust of the Fund is on file with the Secretary of State of the
Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
executed by or on behalf of the Fund by the Trustees as Trustees or by the
officers as officers and not individually, and that the obligations of this
Agreement are not binding upon any of the Trustees, officers or shareholders of
the Fund, but are binding only upon the assets and property of the Fund. The
parties hereto agree that no shareholder, Trustee or officer of the Fund may be
held personally liable or responsible for any obligation of the Fund arising out
of this Agreement.
12. Headings. The headings of the paragraphs hereof are included
--------
for convenience of reference only and do not form a part of this Agreement.
(The remainder of this page intentionally left blank.)
Page 5
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
ALLMERICA INVESTMENT TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
ALLMERICA FINANCIAL INVESTMENT
MANAGEMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
INVESTORS BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
Page 6
Appendices
Appendix A...................................... Portfolios
Appendix B...................................... Services
Appendix C...................................... Fee Schedule
Appendix A
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Portfolios
.. Select Emerging Markets Fund
.. Select Aggressive Growth Fund
.. Select Capital Appreciation Fund
.. Select Value Opportunity Fund
.. Select International Equity Fund
.. Select Growth Fund
.. Select Strategic Growth Fund
.. Core Equity Fund
.. Equity Index Fund
.. Select Growth and Income Fund
.. Select Strategic Income Fund
.. Select Investment Grade Income Fund
.. Government Bond Fund
.. Money Market Fund
Appendix B
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Services
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
-------------------------
Monitor portfolio Perform tests of certain specific Continuously monitor portfolio A/C - Provide consultation
compliance in portfolio activity designed from activity and Fund operations in as needed on compliance
accordance with the provisions of the Fund's Prospectus conjunction with 1940 Act, issues.
current Prospectus and ▇▇▇. Follow-up on potential Prospectus, SAI and any other
and SAI. violations. applicable laws and regulations.
Monitor testing results and
approve resolution of
compliance issues.
Frequency: Daily
Provide compliance Provide a report of compliance Review report. A/C - Provide consultation
summary package. testing results. as needed.
Frequency: Monthly
Perform asset Perform asset diversification Continuously monitor portfolio A - Provide consultation as
diversification testing to tests at each tax quarter end. activity in conjunction with IRS needed in establishing
establish qualification Follow-up on issues. requirements. Review test positions to be taken in tax
as a RIC and to results and take any necessary treatment of particular
meet requirements of action. Approve tax positions issues. Review quarter end
Section 817(h). taken. tests on a current basis.
Frequency: Quarterly
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONT.)
---------------------------
Perform qualifying income Perform qualifying income testing Continuously monitor portfolio A- Consult as needed on tax
to establish qualification (on book basis income, unless activity in conjunction with IRS accounting positions to be
as a RIC. material differences are anticipated) requirements. Review test taken. Review in
on quarterly basis and as may results and take any necessary conjunction with year-end
otherwise be necessary. Follow-up action. Approve tax positions audit.
on issues. taken.
Frequency: Quarterly
Prepare the Fund's annual Prepare preliminary expense budget. Provide asset level projections.
expense budget. Establish Notify fund accounting of new Approve expense budget.
daily accruals. accrual rates.
Frequency: Annually
Monitor the Fund's Monitor actual expenses updating Provide asset level projections CIA - Provide consultation
expense budget. budgets/expense accruals. quarterly. Provide vendor as requested.
information as necessary.
Review expense analysis and
approve budget revisions.
Frequency: Monthly
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONT.)
---------------------------
Receive and coordinate Propose allocations of invoice Approve invoices and
payment of fund expenses. among Funds and obtain authorized allocations of payments. Send
approval to process payment. invoices to IBT in a timely
manner.
Frequency: As often as
necessary
Calculate periodic dividend Calculate amounts available for Establish and maintain dividend C - Review dividend
rates to be declared in distribution. Coordinate review by and distribution policies. resolutions in conjunction
accordance with management management and/or auditors. Notify Approve distribution rates per with Board approval.
guidelines. custody and transfer agent of share and aggregate amounts.
authorized dividend rates in Obtain Board approval when A - Review and concur with
accordance with Board approved required. proposed distributions
policy. Report dividends to Board as
Frequency: Quarterly/Annually required.
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
-----------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONT.)
------------------------------------
Calculate total return information on Provide total return calculations. Review total return information.
Funds as defined in the current
Prospectus and SAI.
Frequency: Monthly
Prepare responses to major industry Prepare, coordinate as necessary, and Identify the services to which
questionnaires. submit responses to the appropriate the Funds report. Provide
agency. information as requested.
Frequency: As often as necessary
Prepare disinterested trustee Form 1099- Summarize amounts paid to trustees Provide social security numbers
Misc. during the calendar year. Prepare and current mailing address for
and mail Form 1099-Misc. trustees. Review and approve
information provided for Form
Frequency: Annually 1099-Misc.
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
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FINANCIAL REPORTING
------------------------------------
Prepare financial information for Prepare selected portfolio and Review financial information.
presentation to Fund Management and financial information for inclusion
Board of Directors. in board material.
Frequency: Quarterly
Coordinate the annual audit and semi- Coordinate the creation of templates Provide past financial A - Perform audit
annual preparation and printing of reflecting client-selected statements and other and issue opinion on
financial statements and notes with standardized appearance and text of information required to create annual financial
management, fund accounting and the financial statements and footnotes. templates, including report statements.
fund auditors. Draft and manage production cycle. style and graphics. Approve
Coordinate with IBT fund accounting format and text as standard. A/C - Review reports.
the electronic receipt of portfolio Approve production cycle and
and general ledger information. assist in managing to the cycle.
Assist in resolution of accounting Coordinate review and approval
issues. Using templates, draft by portfolio managers of
financial statements, coordinate portfolio listings to be included
auditor and management review, and in financial statements. Prepare
clear comments. Coordinate printing appropriate management letter
of reports and ▇▇▇▇▇ conversion and coordinate production
with outside printer and filing of Management Discussion and
with the SEC via ▇▇▇▇▇. Analysis. Review and approve
entire report. Make appropriate
representations in conjunction
with audit.
Frequency: Annually/semi-annually
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
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LEGAL
-----------------------------
Prepare and file Form N-SAR. Prepare form for filing. Obtain any Provide appropriate responses. C - Review initial filing.
necessary supporting documents. Provide applicable Exhibits to A - Provide annual audit
File with SEC via ▇▇▇▇▇. attach to filing. Review and internal control letter to
authorize filing. accompany the annual filing.
Frequency: Semi-annually
Assist the preparation and Accumulate capital stock Review and approve capital A/C - Review informally
filing of Form 24f-2 Notice. information. stock worksheet. when requested
Frequency: Annually
Respond to regulatory audits. Compile and provide documentation Coordinate with regulatory C - Provide consultation as
pursuant to audit requests. Assist auditors to provide requested needed.
client in resolution of audit documentation and resolutions
Frequency: As needed (at inquiries. to inquiries.
least annually)
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
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TAX
------------------
Prepare income tax Calculate investment company Provide transaction information A - Provide consultation as
provisions. taxable income, net tax exempt as requested. Identify Passive needed in establishing
interest, net capital gain and spillback Foreign Investment Companies positions to be taken in tax
dividend requirements. Identify (PFICs). Approve tax treatment of particular
book-tax accounting differences. accounting positions to be issues. Perform review in
Track required information relating taken. Approve provisions. conjunction with the year-
to accounting differences. end audit.
Frequency: Annually
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
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TAX (CONT.)
--------------------
Calculate excise tax Calculate required distributions to Provide transaction information A - Provide consultation as
distributions avoid imposition of excise tax. as requested. Identify Passive needed in establishing
- Calculate capital gain net Foreign Investment Companies positions to be taken in tax
income and foreign currency (PFICs). Approve tax treatment of particular
gain/loss through October 31. accounting positions to be issues. Review and concur
- Calculate ordinary income and taken. Review and approve all with proposed distributions
distributions through a specified income and distribution per share.
cut off date. calculations, including
- Project ordinary income projected income and dividend
from cut off date to December shares. Approve distribution
31. rates per share and aggregate
- Ascertain dividend shares. amounts. Obtain Board
Identify book-tax accounting approval when required.
differences. Track required
information relating to accounting
differences. Coordinate review by
management and fund auditors.
Notify custody and transfer
agent of authorized dividend
rates in accordance with Board
approved policy. Report dividends to
Board as required.
Frequency: Annually
Suggested Fund Auditor
Function Investors Bank & Trust AFIMS or Counsel
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TAX (CONT.)
-----------------
Prepare tax returns Prepare excise and RIC tax returns. Review and sign tax return. A - Review and sign tax
return as preparer.
Frequency: Annually
Prepare Form 1099 Obtain yearly distribution Review and approve
information. Calculate 1099 information provided for Form
reclasses and coordinate with transfer 1099.
agent.
Frequency: Annually
Prepare other Obtain yearly income distribution Review and approve
year-end tax-related information. Calculate disclosures information provided.
disclosures (i.e., dividend received deductions,
foreign tax credits, tax-exempt
income, income by jurisdiction) and
coordinate with transfer agent.
Frequency: Annually
Appendix C
Allmerica Investment Trust
--------------------------
Fee Schedule
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CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V. and
FUND ADMINISTRATION
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A. Domestic Custody, Fund Accounting, Calculation of N.A.V. and Fund
-----------------------------------------------------------------
Administration
--------------
The following fees will apply to all assets for which Investors Bank
provides custody, fund accounting, calculation of N.A.V. and fund
administration. This fee does not include transactions or global custody
costs.
Annual Fee
----------
First $2 Billion of Net Assets 3.5 Basis Points
Next $2 Billion of Net Assets 2.5 Basis Points
Assets in excess of $4 Billion 2.0 Basis Points
The yearly minimum fee for each fund is $75,000. Future funds in addition to the
14 funds are subject to a $75,000 minimum fee.
B. Transactions
------------
. DTC/Fed Book Entry $ 8**
. Physical Securities 35
. Options and Futures 18
. GNMA Securities 30
. Principal Paydown 5
. Foreign Currency 18***
. Outgoing Wires 7
. Incoming Wires 5
** Assumes trade information is sent electronically to Investors Bank in the
ISITC/SWIFT format. Manual trades will be billed at $12.00 per trade. There are
no transaction charges for use of the Investors Bank Repo.
***There are no transaction charges for F/X contracts executed by Investors
Bank.
C. Foreign Subcustodian Fees
-------------------------
. Incremental basis point and transaction fees will be charged for all
foreign assets for which we are custodian. The asset based fees and
transaction fees vary by country, based upon the attached global
custody fee schedule. Local duties, script fees, registration,
exchange fees, and other market charges are out-of-pocket.
. Investors Bank will require the fund to hold all international assets
at the subcustodian of our choice.
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MISCELLANEOUS
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A. Out-of-Pocket
-------------
. These charges consist of:
-Reasonable Legal Expenses -Non Standard Extracts
-Printing, Delivery & Postage -Data Transmissions
-Third Party Review -Forms & Supplies
-Extraordinary Travel Expenses -Micro Rental
-Customized Systems Development/Reports -InvestView
-Pricing and Verification services
-Telecommunications
-Financial Statement Printing/Edgarization
-Support Equipment Rental
B. Domestic Balance Credit
-----------------------
. We allow use of balance credit against fees (excluding out-of-pocket
charges) for fund balances arising out of the custody relationship. The
credit is based on collected balances reduced by balances required to
support the activity charges of the accounts. The monthly earnings
allowance is equal to 75% of the 90-day T-▇▇▇▇ rate.
C. Foreign Exchange, Cash Management and Securities Lending
--------------------------------------------------------
. This Fee Schedule assumes Investors Bank will perform foreign exchange,
cash management and security lending services for the portfolios.
Securities lending revenue is split with the portfolios and Investors Bank
on a 60/40% basis: 60% going to the portfolio. Securities lending revenue
to AIT is estimated to be $750,000 per year based on current portfolios.
D. Payment
-------
. The above fees will be charged against the fund's custodian checking
account five business days after the invoice is mailed.
E. Systems
-------
. The details of any systems work will be determined after a thorough
business analysis. System's work will be billed on a time and material
basis. Investors Bank provides an allowance of 10 systems hours for data
extract set up and reporting extract set up. Additional hours will be
billed on a time and material basis.
F. Term
----
. The term of this Fee Schedule shall be three years commencing upon
the date of conversion of the Company's assets to the Bank (the
"Initial term").
* This fee schedule is contingent on Investors Bank providing custody and
related services for the Allmerica Separate Accounts, Allmerica Securities
Trust and The Fulcrum Trust.
* This fee schedule is confidential between Investors Bank and the Allmerica
Investment Trust and shall not be disclosed to any third party without the
written consent of both parties, except the Fund may include this fee schedule
in filings with the Securities and Exchange Commission as required.
Addendum to
-----------
Appendix C
----------
to Administration Services Agreement dated April 1, 1999
--------------------------------------------------------
Allmerica Investment Trust
Fee Schedule
--------------------------------------------------------------------------------
CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V. and
FUND ADMINISTRATION
--------------------------------------------------------------------------------
A. Domestic Custody, Fund Accounting, Calculation of N.A.V. and Fund
-----------------------------------------------------------------
Administration
--------------
This addendum is to clarify the amount of fees set forth in the Fee Schedule
that will apply to fund administration services provided by Investors Bank. Of
the fees set forth under the heading "Domestic Custody, Fund Accounting,
Calculation of N.A.V. and Fund Administration," (including any minimum fees
charged) $24,000 annually per portfolio will be charged on account of
administrative services provided by Investors Bank. Such amounts do not
constitute fees in addition to those set forth in the Fee Schedule referenced
above and will not be charged to the Fund but rather will be charged and billed
on a monthly basis directly to ALLMERICA FINANCIAL, INVESTMENT MANAGEMENT
SERVICES, INC., a Massachusetts corporation ("AFIMS"), as investment manager
for the Fund. AFIMS hereby agrees to pay all such amounts billed within 30 days
of its receipt of an invoice for such amounts from Investors Bank.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and delivered by their duly authorized officers as of April 1, 1999.
ALLMERICA INVESTMENT TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
ALLMERICA FINANCIAL INVESTMENT
MANAGEMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
INVESTORS BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Director
Addendum to
-----------
Appendix C
----------
to Administration Services Agreement dated April 1, 1999
--------------------------------------------------------
Allmerica Investment Trust
Fee Schedule
--------------------------------------------------------------------------------
CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V. and
FUND ADMINISTRATION
--------------------------------------------------------------------------------
A. Domestic Custody, Fund Accounting, Calculation of N.A.V. and Fund
-----------------------------------------------------------------
Administration
--------------
This addendum is to clarify the amount of fees set forth in the Fee Schedule
that will apply to fund administration services provided by Investors Bank. Of
the fees set forth under the heading "Domestic Custody, Fund Accounting,
Calculation of N.A.V. and Fund Administration," (including any minimum fees
charged) $24,000 annually per portfolio will be charged on account of
administrative services provided by Investors Bank. Such amounts do not
constitute fees in addition to those set forth in the Fee Schedule referenced
above and will not be charged to the Fund but rather will be charged and billed
on a monthly basis directly to ALLMERICA FINANCIAL, INVESTMENT MANAGEMENT
SERVICES, INC., a Massachusetts corporation ("AFIMS"), as investment manager
for the Fund. AFIMS hereby agrees to pay all such amounts billed within 30 days
of its receipt of an invoice for such amounts from Investors Bank.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and delivered by their duly authorized officers as of April 1, 1999.
ALLMERICA INVESTMENT TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
ALLMERICA FINANCIAL INVESTMENT
MANAGEMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
INVESTORS BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Director
Addendum to
-----------
Appendix B
----------
to Custodian Agreement dated April 1, 1999
------------------------------------------
Allmerica Investment Trust
Fee Schedule
--------------------------------------------------------------------------------
CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V. and
FUND ADMINISTRATION
--------------------------------------------------------------------------------
A. Domestic Custody, Fund Accounting, Calculation of N.A.V. and Fund
-----------------------------------------------------------------
Administration
--------------
This addendum is to clarify the amount of fees set forth in the Fee Schedule
that will apply to fund administration services provided by Investors Bank. Of
the fees set forth under the heading "Domestic Custody, Fund Accounting,
Calculation of N.A.V. and Fund Administration," (including any minimum fees
charged) $24,000 annually per portfolio will be charged on account of
administrative services provided by Investors Bank. Such amounts do not
constitute fees in addition to those set forth in the Fee Schedule referenced
above and will not be charged to the Fund but rather will be charged and billed
on a monthly basis directly to ALLMERICA FINANCIAL, INVESTMENT MANAGEMENT
SERVICES, INC., a Massachusetts corporation ("AFIMS"), as investment manager
for the Fund. AFIMS hereby agrees to pay all such amounts billed within 30 days
of its receipt of an invoice for such amounts from Investors Bank.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and delivered by their duly authorized officers as of April 1, 1999.
ALLMERICA INVESTMENT TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
ALLMERICA FINANCIAL INVESTMENT
MANAGEMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
INVESTORS BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Director
FIRST AMENDMENT AGREEMENT
To the
ADMINISTRATION SERVICES AGREEMENT
between
ALLMERICA FINANCIAL INVESTMENT MANAGEMENT SERVICES, INC.,
ALLMERICA INVESTMENT TRUST
and
INVESTORS BANK & TRUST COMPANY
AMENDMENT AGREEMENT
AGREEMENT, effective as of July 1, 2000, by and between ALLMERICA FINANCIAL
INVESTMENT MANAGEMENT SERVICES, INC., a Massachusetts corporation ("AFIMS"), the
ALLMERICA INVESTMENT TRUST, a Massachusetts business trust (the "Fund") and
INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, AFIMS, the Fund and the Bank entered into an Administration
Services Agreement dated as of April 1, 1999 (the "Administration Agreement");
and
WHEREAS, AFIMS, the Fund and the Bank desire to amend the Administration
Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:
1. Amendment of the Administration Agreement.
-----------------------------------------
(A) The document attached as Appendix A to this Amendment Agreement supersedes
-------- -
any and all existing Portfolio Listings previously agreed to between the Bank
and the Fund and shall constitute the Appendix A to the Administration
----------
Agreement effective July 1, 2000.
(The remainder of this page intentionally left blank)
APPENDIX A
----------
Portfolios of the Allmerica Investment Trust covered by this Agreement as of
July 1, 2000:
. Select Emerging Markets Fund
. Select Aggressive Growth Fund
. Select Capital Appreciation Fund
. Select Value Opportunity Fund
. Select International Equity Fund
. Select Growth Fund
. Select Strategic Growth Fund
. Core Equity Fund (See note 1)
. Equity Index Fund
. Select Growth and Income Fund
. Select Income Fund
. Investment Grade Income Fund
. Government Bond Fund
. Money Market Fund
. Select Strategic Income Fund (See note 2)
(1) Name change only from Growth Fund
(2) Added as a new portfolio to the Allmerica Investment Trust
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed
by its duly authorized officer, as the case may be, as of the date and year
first above written.
INVESTORS BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Title: Managing Director
----------------------
ALLMERICA FINANCIAL INVESTMENT MANAGEMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Title: Vice President
----------------------
ALLMERICA INVESTMENT TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
-----------------------
Title: Treasurer
----------------------