<PAGE> 1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
_X_ Preliminary information statement
___ Definitive information statement
___Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
MANUFACTURERS 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.
(not applicable)
__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.
(not applicable)
<PAGE> 2
December 26, 1997.
Manulife Financial
73 Tremont Street
Boston, Massachusetts 02108
Dear Contract Owner:
Enclosed please find an Information Statement regarding the subadviser to
the Strategic Bond portfolio and U.S. Government Securities portfolio of
Manufacturers Investment Trust, Salomon Brother Asset Management Inc. ("SBAM").
The Information Statement is being sent to you to inform you that the ultimate
parent of SBAM and Salomon Brother Asset Management Limited ("SBAM Limited"), as
merged with and into Smith Barney Holding Inc., a wholly owned subsidiary of
Travelers Group Inc. (the "Transaction").
Under certain interpretations, the Transaction might be deemed to result in
an assignment of the SBAM subadvisory agreement and the SBAM Limited consulting
agreement, which, if so interpreted, would have resulted in the termination of
such agreements. Therefore, the Board of Trustees of Manufacturers Investment
Trust has approved new agreements for SBAM and SBAM Limited on substantially
identical terms to the old agreements except as noted in the Information
Statement.
The Transaction has not resulted in any change in the portfolio managers
for either the U.S. Government Securities portfolio or the Strategic Bond
portfolio nor has there been any material change in the other SBAM and SBAM
Limited investment personnel servicing these portfolios.
Please note that we are not asking you for a proxy and you are requested
not to send us a proxy. If you have further questions regarding the Information
Statement please call __________________.
Very truly yours,
<PAGE> 3
MANUFACTURERS INVESTMENT TRUST
116 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02116
INFORMATION STATEMENT TO SHAREHOLDERS REGARDING
SALOMON BROTHERS ASSET MANAGEMENT INC AND
SALOMON BROTHERS ASSET MANAGEMENT LIMITED
DECEMBER 26, 1997
On November 28, 1997, Salomon Inc, the ultimate parent of Salomon Brothers
Asset Management Inc ("SBAM"), the subadviser to the Strategic Bond and U.S.
Government Securities portfolios of Manufacturers Investment Trust (the "Trust")
merged with and into Smith Barney Holding Inc., a wholly owned subsidiary of
Travelers Group Inc. ("Travelers") to form a new company called Salomon Smith
Barney Holdings Inc. ("Salomon Smith Barney") (the "Transaction"). Upon
consummation of the Transaction, Travelers became the ultimate parent of SBAM
and Salomon Brother Asset Management Limited ("SBAM Limited"), which manages the
investment of certain assets of the Strategic Bond portfolio. Travelers is a
diversified financial services company engaged in investment services, asset
management, consumer finance and life and property casualty insurance services.
As described below, under certain interpretations, the Transaction might
be deemed to result in an "assignment" as defined in the Investment Company Act
of 1940, as amended (the "1940 Act") of the SBAM subadvisory agreement and the
SBAM Limited consulting agreement, which, if so interpreted, would have resulted
in the termination of such agreements. Therefore, the Board of Trustees of the
Trust has approved new agreements for SBAM and SBAM Limited on substantially
identical terms to the old agreements except as noted below. The Transaction has
not resulted in any change in the portfolio managers for either the U.S.
Government Securities portfolio or the Strategic Bond portfolio nor has there
been any material change in the other SBAM and SBAM Limited investment personnel
servicing these portfolios.
APPROVAL OF NEW SUBADVISORY AGREEMENT AND NEW CONSULTING AGREEMENT
Prior to November 28, 1997, SBAM was the subadviser to the U.S. Government
Securities and Strategic Bond portfolios pursuant to a subadvisory agreement
(the "Old Subadvisory Agreement") dated January 1, 1996 between SBAM and
Manufacturers Securities Services, LLC ("MSS" or the "Adviser"), the investment
adviser to the Trust. In addition, in connection with SBAM services as
subadviser to the Strategic Bond portfolio, SBAM Limited provides certain
services to SBAM relating to currency transactions and investments in non-dollar
denominated debt securities pursuant to a subadvisory consulting agreement dated
January 1, 1996 (the "Old Consulting Agreement").
As required by the 1940 Act, the Old Subadvisory Agreement and the Old
Consulting Agreement provided for their automatic termination upon their
"assignment." As discussed above, the Transaction could be deemed an assignment
of both these agreements. Therefore, the Board of Trustees of the Trust has
approved a new subadvisory agreement between SBAM and MSS and a new subadvisory
consulting agreement between SBAM and SBAM Limited effective as of the closing
of the Transaction, November 28, 1997 (the "New Subadvisory Agreement" and the
"New Consulting Agreement," respectively). Pursuant to an order the Trust has
received from the Securities and Exchange Commission, shareholder approval of
the New Subadvisory Agreement and the New Consulting Agreement is not required.
However, a condition of this order is that notice be sent to shareholders
informing them of the new agreements. This Information Statement is being
supplied to shareholders to fulfill that condition. This Information Statement
will be mailed on or about December 26, 1997.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
<PAGE> 4
DESCRIPTION OF NEW AND OLD SUBADVISORY AGREEMENTS AND NEW AND OLD CONSULTING
AGREEMENTS
The New Subadvisory Agreement and the New Consulting Agreement are
substantially identical to the Old Subadvisory Agreement and Old Consulting
Agreement, respectively, differing only with respect to their effective date and
certain of the provisions regarding shareholder approval of the agreement. The
subadvisory fees payable under the New Subadvisory Agreement and the New
Subadvisory Consulting Agreement are the same as the fees paid under the Old
Subadvisory Agreement and the Old Consulting Agreement, respectively.
Under the terms of the Old Subadvisory Agreement and the New Subadvisory
Agreement (the "Subadvisory Agreements"), SBAM manages the investment and
reinvestment of the assets of the U.S. Government Securities and Strategic Bond
portfolios (the "Portfolios"), subject to the supervision of the Trust's Board
of Trustees. Under the terms of the Old Consulting Agreement and the New
Consulting Agreement (the "Consulting Agreements"), SBAM Limited undertakes to
act as a subadviser and manage the investment and reinvestment of such part of
the assets of the Strategic Bond portfolio as may be agreed between SBAM and
SBAM Limited from time to time, subject to the supervision of SBAM and the
Trustees of the Trust and to the terms of the Subadvisory Consulting Agreements.
SBAM and SBAM Limited formulate a continuous investment program for each
Portfolio subadvised consistent with the Portfolios investment objectives and
policies. SBAM and SBAM Limited implement such programs by purchases and sales
of securities and regularly report to the Adviser and the Trustees of the Trust
with respect to the implementation of such programs. SBAM and SBAM Limited, at
their expense, furnish all necessary investment and management facilities,
including salaries of personnel required for it to execute its duties, as well
as administrative facilities, including bookkeeping, clerical personnel, and
equipment necessary for the conduct of the investment affairs of the subadvised
Portfolios.
As compensation for its services, the Adviser receives an advisory fee
computed separately for each Portfolio. The fee for each Portfolio is stated as
an annual percentage of the current value of the net assets of the Portfolio.
The fee, which is accrued daily and payable monthly, is calculated for each day
by multiplying the daily equivalent of the annual percentage prescribed for a
Portfolio by the value of the net assets of the Portfolio at the close of
business on the previous business day of the Trust. The following is a schedule
of the advisory fees each Portfolio currently is obligated to pay the Adviser.
PORTFOLIO ADVISORY FEE
Strategic Bond Trust .775%
U.S. Government Securities .650%
As compensation for its services, SBAM receives a fee from the Adviser
computed separately for each Portfolio. The fee for each Portfolio is stated as
an annual percentage of the current value of the net assets of the Portfolio.
The fees are calculated on the basis of the average of all valuations of net
assets of each Portfolio made at the close of business on each business day of
the Trust during the period for which such fees are paid. Once the average net
assets of a Portfolio exceed specified amounts, the fee is reduced with respect
to such excess. The following is a schedule of the management fees the Adviser
paid SBAM under the Old Subadvisory Agreement, and is currently is obligated to
pay SBAM under the New Subadvisory Agreement, out of the advisory fee it
receives from each Portfolio as specified above. THESE FEES ARE PAID BY THE
ADVISER OUT OF THE ADVISORY FEE IT RECEIVES FOR EACH PORTFOLIO AND ARE NOT
ADDITIONAL CHARGES TO THE PORTFOLIO.
<TABLE>
<CAPTION>
PORTFOLIO First $50 Million Between $50 Between $200 Excess Over $500
Million and $200 Million and $500 Million
Million Million
<S> <C> <C> <C> <C>
Strategic Bond* .350% .300% .250% .200%
U.S. Government .225% .225% .150% .100%
Securities
</TABLE>
* In connection with the Old Consulting Agreements SBAM paid, and in connection
with the New Consulting Agreement SBAM will pay, SBAM Limited, as full
compensation for all services provided under the Consulting Agreements, a
portion of its subadvisory fee, such amount being an amount equal to the fee
payable under the Subadvisory Agreements, multiplied by the current value of the
net assets of the portion of the assets of the Strategic Bond Trust that SBAM
Limited has been delegated to manage divided by the current value of the net
assets of the Portfolio.
The Old Subadvisory Agreement and the Old Consulting Agreement required
approval of the agreement as to a Portfolio by both (i) the Trustees of the
Trust including a majority of Trustees who are not "interested persons" (defined
in the 1940 Act) of any parties to the agreements and (ii) a majority of the
outstanding voting securities of the Portfolio. The New Subadvisory Agreement
and the New Consulting Agreement require only approval of the Trustees of the
Trust including a majority of Trustees who are not interested persons of any
parties to these agreements.
The Subadvisory Agreements and the Consulting Agreements (collectively,
"the Agreements") will continue in effect as to a Portfolio for a period no more
than two years from the date of their execution only so
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<PAGE> 5
long as such continuance is specifically approved at least annually either by
the Trustees or by the vote of a majority of the outstanding voting securities
of the Trust, provided that in either event such continuance shall also be
approved by the vote of the majority of the Trustees who are not "interested
persons" (as defined in the 1940 Act) of any party to the Agreements, cast in
person at a meeting called for the purpose of voting on such approval. Any
required shareholder approval of any continuance of any of the Agreements shall
be effective with respect to any Portfolio if a majority of the outstanding
voting securities of the series of shares of beneficial interest of that
Portfolio vote to approve such continuance, notwithstanding that such
continuance may not have been approved by a majority of the outstanding voting
securities of any other Portfolio affected by the Agreement.
If any required shareholder approval of any continuance of one or more of
the Agreements is not obtained, SBAM or SBAM Limited, as applicable, will
continue to act as subadviser with respect to such Portfolio pending the
required approval of the continuance of such Agreement, of a new contract with
SBAM or SBAM Limited, as applicable, or different adviser or subadviser, or
other definitive action.
Each of the Agreements may be terminated at any time without the payment
of any penalty on 60 days' written notice to the other party or parties to the
Agreements and to the Trust: (i) by the Trustees of the Trust; (ii) with respect
to any Portfolio, by the vote of a majority of the outstanding voting securities
of the series of shares of beneficial interest of such Portfolio; (iii) in the
case of the Subadvisory Agreements, by SBAM or the Adviser and (iv) in the case
of the Consulting Agreements, by SBAM or SBAM Limited. The Agreements will
automatically terminate in the event of their assignment.
The Subadvisory Agreements may be amended by the Adviser and SBAM and the
Consulting Agreement by SBAM and SBAM Limited provided such amendment is
specifically approved by the vote of a majority of the Trustees of the Trust who
are not interested persons of the Trust, the Adviser, SBAM or SBAM Limited cast
in person at a meeting called for the purpose of voting on such approval. The
Old Subadvisory Agreement and the Old Consulting Agreement, in addition,
provided that any such amendment must be specifically approved by the vote of a
majority of the outstanding voting securities of each of the Portfolios affected
by the amendment. The required shareholder approval would have been effective
with respect to any Portfolio if a majority of the outstanding voting securities
of that Portfolio voted to approve the amendment, notwithstanding that the
amendment may not have been approved by a majority of the outstanding voting
securities of (a) any other Portfolio affected by the amendment or (b) all the
portfolios of the Trust.
The Agreements provide that SBAM or SBAM Limited will not be liable to the
Trust or the Adviser for any losses resulting from any matters to which the
agreement relates other than losses resulting from SBAM's or SBAM Limited's
willful misfeasance, bad faith or gross negligence in the performance of, or
from reckless disregard of, its duties.
BOARD OF TRUSTEE CONSIDERATIONS
At its meeting duly held on November 17, 1997, the Board of Trustees,
including a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of any party to the New Subadvisory Agreement and the
New Consulting Agreement (collectively, the "New Agreements"), approved the New
Agreements.
In connection with the approval of the "New Agreements, the Board
considered, among other things, that the Transaction would not result in any
material change in (i) any Portfolio's investment objective or policies, (ii)
the investment management of the Portfolios or (iii) the investment personnel
managing the Portfolios. Management of SBAM informed the Trustees that the
Transaction is not expected to result in any such changes, although no assurance
can be given that such changes will not occur.
In evaluating the New Agreements, the Board took into account the fact
that the New Agreements are substantially similar to the Old Subadvisory
Agreement and the Old Consulting
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<PAGE> 6
Agreement (the "Old Agreements"), differing only with respect to their effective
date and certain of the provisions regarding shareholder approval of the
Agreements. The Board in approving the New Agreements evaluated a number of
factors, including, but not limited to, the nature and quality of the services
provided by SBAM and SBAM Limited, the fees paid SBAM and SBAM Limited and other
comparable investment companies, performance information regarding the
Portfolios and other comparable investment companies. The Board was also given
audited financial statements of SBAM and SBAM Limited as well as audited
financial statements of Travelers. The Board was also provided with an analysis
of its fiduciary obligations in connection with such considerations. In
considering the New Agreements, the Trustees discussed the information provided
to them and their fiduciary obligations.
SUBADVISORY AND SUBADVISORY CONSULTING FEES PAID
For the year ended December 31, 1996, the Adviser paid subadvisory fees to
SBAM as follows:
<TABLE>
<CAPTION>
Dollar Amount Percent of Average Net Assets
<S> <C> <C>
Strategic Bond $527,906* .32%
U.S. Government Securities $473,786 .22%
</TABLE>
**$131,977 of this amount was paid to SBAM Limited.
ADVISORY FEES PAID
For the year ended December 31, 1996, the Portfolios paid the Adviser the
following advisory fees:
<TABLE>
<CAPTION>
Dollar Amount Percent of Average Net Assets
<S> <C> <C>
Strategic Bond $1,298,996 .775%
U.S. Government Securities $1,401,130 .650%
</TABLE>
For the year ended December 31, 1996, the net investment advisory fees
retained by the Adviser after payment of the subadvisory fee for the Portfolios
is as follows:
<TABLE>
<CAPTION>
Dollar Amount Percent of Average Net Assets
<S> <C> <C>
Strategic Bond $771,090 .46%
U.S. Government Securities $927,345 .43%
</TABLE>
PRIOR TRUSTEES AND SHAREHOLDER APPROVAL OF THE OLD AGREEMENTS
The Old Agreements were most recently approved by the Board of Trustees at
a meeting held June 26, 1997 in connection with the annual review of the Old
Agreements. The Old Agreements were most recently approved by shareholders at a
meeting held on December 5, 1995. This shareholder approval occurred in
connection with an indirect change in control of MSS due to the merger of MSS's
then ultimate parent, North American Life Assurance Company, with The
Manufacturers Life Insurance Company, the ultimate parent of MSS.
OWNERSHIP OF THE TRUST
As of November 28, 1997, 100% of the Trust's shares were legally owned by
three shareholders: (i) The Manufacturers Life Insurance Company of North
America, a Delaware stock life insurance company whose address is 116 Huntington
Avenue ("Manulife North America"), Boston, Massachusetts 02116, (ii) The
Manufacturers Life Insurance Company of New York ("Manulife New York"), a wholly
owned subsidiary of Manulife North America and a New York stock life insurance
company whose address is 555 Theodore Fremd Avenue, Rye, New York 10580 and
(iii) The Manufacturers Life Insurance Company of America ("Manufacturers
America"), a stock life insurance company organized under the laws of
Pennsylvania and redomesticated under the laws of Michigan whose address is 500
North
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<PAGE> 7
Woodward Avenue, Bloomfield Hills, Michigan 48304. Manulife North America holds
Trust shares attributable to variable annuity contracts in The Manufacturers
Life Insurance Company of North America Separate Account A and Trust shares
attributable to variable life contracts in The Manufacturers Life Insurance
Company of North America Separate Account B, both of which are separate accounts
registered under the 1940 Act, as well as in an unregistered separate account.
Manulife New York holds Trust shares attributable to variable contracts in The
Manufacturers Life Insurance Company of New York Separate Account A, a separate
account registered under the 1940 Act. Manufacturers America holds Trust shares
attributable to variable contracts in Manufacturers America Separate Accounts
Three and Four, which are separate accounts registered under the 1940 Act. The
ultimate parent of both Manulife North America and Manufacturers Life of America
is The Manufacturers Life Insurance Company ("Manulife"), a Canadian mutual life
insurance company whose principal address is 200 Bloor Street East, Toronto,
Ontario, Canada M4W 1E5.
Trustees and officers of the Trust, in the aggregate, own less than 1% of
the Trust's outstanding shares.
MANAGEMENT AND CONTROL OF SBAM AND SBAM LIMITED
SBAM is a direct wholly subsidiary of Salomon Brothers Holding Company,
Inc ("SBHC") which is in turn a wholly owned subsidiary Salomon Smith Barney.
Salomon Smith Barney is a wholly owned subsidiary of Travelers. The business
address of SBAM is Seven World Trade Center, New York, New York 10048.
SBAM Limited is a direct, wholly-owned subsidiary of SBHC. The business
address of SBAM Limited is Victoria Plaza, 111 Buckingham Palace Road, London
SW1W OSB, England.
Travelers is a publicly traded financial services holding company whose
principal business address is 388 Greenwich Street, New York, New York 10013.
Travelers is a diversified integrated finance services, and life and
property-casualty insurance services. Travelers' investment services include
investment banking, asset management, retail brokerage and other financial
services provided through Salomon Smith Barney and certain of its subsidiaries.
The names, titles and principal occupation of the current executive
officers and directors of SBAM are as follows:
NAME TITLE AND PRINCIPAL OCCUPATION
Thomas W. Brock Chairman, Chief Executive Officer and Managing
Director of SBAM and Managing Director and
Member of the Management Board of Salomon
Brothers Inc
Michael S. Hyland President, Managing Director and Member of the
Board of SBAM and Managing Director of
Salomon Brothers Inc
Rodney B. Berens Managing Director and Member of the Board of
SBAM and Managing Director and Member of the
Management Board of Salomon Brothers Inc
Vilas V. Gadkari Managing Director and Member of the Board of
SBAM and Managing Director of Salomon
Brothers Inc
Zachary Snow Secretary of SBAM and Managing Director and
Counsel of Salomon Brothers Inc
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<PAGE> 8
The business address of each person listed above other than Mr. Gadkari is
7 World Trade Center, New York, New York 10048 and the business address of Mr.
Gadkari is Victoria Plaza, 111 Buckingham Palace Road, London, England SW1W OSB.
The names, titles and principal occupation of the current executive
officers and directors of SBAM are as follows:
NAME TITLE AND PRINCIPAL OCCUPATION (INCLUDING
AFFILIATION WITH SBAM LIMITED
Thomas W. Brock Chairman, Chief Executive Officer and Managing
Director of SBAM and Managing Director and
Member of the Management Board of Salomon
Brothers Inc; Director of SBAM Limited
Michael S. Hyland President, Managing Director and Member of the
Board of SBAM and Managing Director of
Salomon Brothers Inc; Director/Chairman of
SBAM Limited
Vilas V. Gadkari Managing Director and Member of the Board of
SBAM and Managing Director of Salomon
Brothers Inc; Chief Investment Officer and
Director of SBAM Limited
Joseph V. McDevitt Chief Operating Officer and Director of SBAM
Limited
Susan H. Dean Finance Officer of SBAM Limited
Beatrice J. Doran Vice President and Counsel of SBAM Limited
The business address of each person listed below except for Messrs. Hyland
and Brock is Victoria Plaza, 111 Buckingham Palace Road, London SW1W OSB,
England. The business address of Messrs. Hyland and Brock is 7 World Trade
Center, New York, New York 10048.
BROKERAGE TRANSACTIONS
Pursuant to the Agreements, SBAM (and SBAM Limited) (hereafter
collectively referred to as the "Subadvisers" ) are responsible for placing all
orders for the purchase and sale of portfolio securities of the Portfolios. The
Subadvisers have no formula for the distribution of the Portfolio's brokerage
business, their intention being to place orders for the purchase and sale of
securities with the primary objective of obtaining the most favorable overall
results for the Portfolios.
In selecting brokers or dealers through whom to effect transactions, the
Subadvisers give consideration to a number of factors, including price, dealer
spread or commission, if any, the reliability, integrity and financial condition
of the broker-dealer, size of the transaction and difficulty of execution. In
selecting brokers and dealers, the Subadvisers also give consideration to the
value and quality of any research, statistical, quotation or valuation services
provided by the broker or dealer. In placing a purchase or sale order, a
Subadviser may use a broker whose commission in effecting the transaction is
higher than that of some other broker if the Subadviser determines in good faith
that the amount of the higher commission is reasonable in relation to the value
of the brokerage and research services provided by such broker, viewed in terms
of either the particular transaction or the Subadviser's overall
responsibilities with respect to the Portfolios and any other accounts managed
by the Subadviser.
To the extent research services are used by the Subadvisers in rendering
investment advice to the Portfolio, such services would tend to reduce the
Subadvisers' expenses. However, the Subadvisers do not believe that an exact
dollar value can be assigned to these services. Research services received by
the Subadvisers from
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brokers or dealers executing transactions for the Trust will be available also
for the benefit of other portfolios managed by the Subadvisers.
For the year ended December 31, 1996, the Trust for all portfolios paid
brokerage commissions in connection with portfolio transactions of $13,006,480,
although no commissions were paid in connection with the Strategic Bond or U.S.
Government Securities portfolios.
Salomon Brothers Inc ("Salomon Brothers") is an affiliated broker of the
Portfolios due to SBAM's position as subadviser to the Portfolios and due to the
position of SBAM Limited as subadviser to the Strategic Bond portfolio. For the
fiscal year ended December 31, 1996, no brokerage commissions were paid to
Salomon Brothers by either the Strategic Bond portfolio or the U.S. Government
Securities portfolio.
OTHER INVESTMENT COMPANIES ADVISED BY SBAM AND SBAM LIMITED
SBAM and SBAM Limited manage the following mutual funds with objectives
similar to the investment objective of the Strategic Bond Portfolio:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
FUND INVESTMENT OBJECTIVE SUBADVISORY FEE NET ASSETS (12/1/97)
($mm)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
North American Funds Seeks a high level of First $50 million - .35%
Strategic Income Fund total return consistent $50 - 200 million - .30%
with preservation of $200 - 500 million -.25%
capital by giving SBAM + $500 million - .20%
broad discretion to deploy
the portfolio's assets SBAM pays SBAM Limited
among certain segments a portion of its subadvisory
of the fixed-income fee.*
market as SBAM believes
will best contribute to
achievement of the
portfolio's investment
objective.
- ------------------------------------------------------------------------------------------------------------
The Salomon Brothers/JNL Seeks to obtain a high First $50 million -.375%
Global Bond Series level of current income by $50 - 150 million - .35%
investing in a globally $150 - 500 million - .30%
diverse portfolio of fixed +$500 million - .25%
income investments and
by giving SBAM broad SBAM pays SBAM Limited
discretion to deploy the a portion of its subadvisory
Series' assets among fee.*
certain segments of the
fixed income market.
- ------------------------------------------------------------------------------------------------------------
Salomon Brothers Strategic Seeks a high level of First $50 million - .35%
Bond Opportunities Series total return consistent $50 - 200 million - .30%
with preservation of $200 - 500 million - .25%
capital by investing +$500 million - .20%
primarily in U.S.
government obligations, SBAM pays SBAM Limited
mortgage backed 33 1/3% of it subadvisory
securities, domestic fee.
corporate debt, and
international debt
securities rated
investment grade and
domestic corporate and
international debt rated
- ------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 10
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
below investment grade.
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Salomon Brothers Strategic Seeks a high level of Management Fee - .75%**
Bond Fund current income by
investing in a globally SBAM pays SBAM
diverse portfolio of Limited a portion of its
fixed-income investments advisory fee.*
and by giving SBAM broad
discretion to deploy the
Fund's assets among
certain segments of the
fixed-income market.
- ------------------------------------------------------------------------------------------------------------
Nationwide Multi Sector Seeks a high level of First $50 million - .35%
Bonad Fund current income by $50 - 200 million - .30%
investing in a globally $200 - 500 million - .25%
diverse portfolio of +$500 million - .20%
fixed-income investments
and by giving SBAM broad
discretion to deploy the
fund's assets among
certain segments of the
fixed-income market that
SBAM believes will best
contribute to achievement
of the fund's objective.
- ------------------------------------------------------------------------------------------------------------
</TABLE>
*SBAM pays SBAM Limited a portion of its advisory fee. The amount payable to
SBAM Limited is equal to the fee payable under SBAM's subadvisory agreement
multiplied by the portion of the assets of the portfolio that SBAM Limited has
been delegated to manage divided by the current value of the net assets of the
portfolio.
**Advisory Fee.
SBAM manages the following mutual funds with objectives similar to the
investment objective of the U.S. Government Securities portfolio:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
FUND INVESTMENT OBJECTIVE SUBADVISORY FEE NET ASSETS (12/1/97)
($MM)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
North American Funds Seeks a high level of First $200 million - .225%
U.S. Government current income consistent $200 - 500 million - .15%
Securities Fund with preservation of +$500 million - .10%
capital and maintenance
of liquidity, by
investing in debt
obligations and
mortgage-backed
securities issued or
guaranteed by the U.S.
government, its agencies
or instrumentalities,
primarily Government
National Mortgage
Association
mortgage-backed
certificates
- ------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
popularly known as
"Ginnie Maes."
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
The Salomon Brothers/JNL Seeks to obtain a high First $150 million - .225%
U.S. Government & level of current income by $150 - 300 million - .175%
Quality Bond Series investing primarily in debt $300 - 500 million - .15%
obligations and +$500 million - .10%
mortgage-backed
securities issued or
guaranteed by the U.S.
government, its agencies
or instrumentalities
including collateralized
mortgage obligations
backed by such
securities.
- ------------------------------------------------------------------------------------------------------------
Salomon Brothers U.S. Seeks to obtain a high First $200 million - .225%
Government Series level of current income by $200 - 500 million - .15%
investing primarily in debt +$500 million - .10%
obligations and
mortgage-backed
securities issued or
guaranteed by the U.S.
Government, its agencies
or instrumentalities.
- ------------------------------------------------------------------------------------------------------------
Salomon Brothers U.S. Seeks a high level of Management Fee - .60%*
Government Income Fund current income by
investing in securities
issued or guaranteed by
the U. S. government, its
agencies or
instrumentalities.
- ------------------------------------------------------------------------------------------------------------
</TABLE>
* Advisory Fee
OTHER MATTERS
The Trust will furnish, without charge, a copy of the Trust's annual
report for the fiscal year ended December 31, 1996 and the Trust's semi-annual
report for the six month period ended June 30, 1997 to a shareholder upon
request. To obtain a report, please contact the Trust by calling (800) 344-1029
or by writing to 116 Huntington Avenue, Boston, Massachusetts 02116, Attn: Kevin
Hill.
Manufacturers Securities Services, LLC, the adviser to the Trust, is
located at 73 Tremont Street, Boston, Massachusetts 02108.
The Trust is not required to hold annual meetings of shareholders and,
therefore, it cannot be determined when the next meeting of shareholders will be
held. Shareholder proposals to be presented at any future meeting of
shareholders of the Trust must be received by the Trust a reasonable time before
the Trust's solicitation of proxies for that meeting in order for such proposals
to be considered for inclusion in the proxy materials related to that meeting.
The cost of the preparation, printing and distribution of this Information
Statement is an expense of MSS although the Adviser expects to receive
reimbursement from Travelers for these expenses.
9
