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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
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Definitive information statement
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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.
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(not applicable)
Fee paid previously with preliminary materials
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____ 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)
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October 1, 1998
Manulife Financial
73 Tremont Street
Boston, Massachusetts 02108
Dear Contract Owner:
Enclosed please find an Information Statement regarding the
reorganization and recapitalization of Oechsle International Advisors, L.P.
("Oechsle"), the subadviser to the Global Government Bond portfolio (the
"Portfolio"). The Transaction is described in the Information Statement.
The Transaction has not resulted in any change in the investment
objective or policies of the Portfolio or the portfolio manager of the Portfolio
nor has there been any material change in the other Oechsle 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 do not hesitate to contact Manulife Financial at
1-800-VARILINE from 8:00 a.m. through 6:00 p.m. Eastern time on any business
day.
Very truly yours,
[Officer of Insurance Company Issuing Variable Product]
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MANUFACTURERS INVESTMENT TRUST
116 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02116
INFORMATION STATEMENT TO SHAREHOLDERS REGARDING
OECHSLE INTERNATIONAL ADVISORS, L.P.
OCTOBER 1, 1998
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
On _______, 1998, Oechsle International Advisors, L.P. ("Oechsle LP"),
the subadviser to the Global Government Bond portfolio (the "Portfolio") of
Manufacturers Investment Trust (the "Trust") reorganized and recapitalized as
described below (the "Transaction").
As a result of the Transaction, Oechsle International Advisors, LLC
("Oechsle LLC"), the successor to Oechsle LP, has entered into a new subadvisory
agreement with Manufacturers Securities Services, LLC ("MSS" or the "Adviser"),
73 Tremont Street, Boston, MA 02108, the adviser to the Trust. The new
subadvisory agreement is on substantially identical terms to the subadvisory
agreement between MSS and Oechsle LP except as noted below. The Board of
Trustees of the Trust approved the new subadvisory agreement at a meeting held
on June 29, 1998. The Transaction has not resulted in any change in the
portfolio managers for the Portfolio nor has there been any material change in
the investment personnel servicing this Portfolio.
Description Of The Transaction
Structure of Oechsle LP
Oechsle LP was a Delaware limited partnership. Its sole general partner
was Oechsle Group, L.P., a Delaware limited partnership ("Group LP"). Walter
Oechsle, as Managing General Partner of Group LP, was the chief executive
officer of Oechsle LP and Group LP. In addition to Mr. Oechsle, the following
persons were general partners of Group LP: S. Dewey Keesler, Jr., L. Sean Roche,
Stephen P. Langer, Steven H. Schaefer, Warren Walker and Andrew S. Parlin. The
principal occupation of all of the general partners of Group LP is as a partner
of Group LP and officer of Oechsle LP. The address of Oechsle L.P., Group LP and
each general partner of Group LP is One International Place, Boston,
Massachusetts 02110.
Dresdner Asset Management (U.S.A.) Corporation ("DAMCO") currently owns
a majority limited partnership interest in Oechsle LP. DAMCO is a wholly-owned
subsidiary of Dresdner Bank AG. DAMCO's address is 75 Wall Street, New York, New
York 1005. The address of Dresdner Bank AG is Jurgen-Ponto-Platz 1 60301,
Frankfurt am Main, Germany.
Certain Ownership Changes Effected by the Transaction
As part of the Transaction, Oechsle LP was reorganized into Oechsle
LLC, which now conducts the business that Oechsle LP conducted prior to that
time. Also as part of the Transaction, (1) the seven general partners of Group
LP approximately doubled their current collective ownership interest in Oechsle,
and (2) Dresdner Bank AG sold the stock of DAMCO to Fleet Financial Group, Inc.
("Fleet"), which now holds approximately a 35% (on a fully diluted basis)
nonvoting interest in Oechsle LLC. As a result, Dresdner Bank AG no longer holds
any interest in Oechsle LLC.
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Structure Following the Transaction
Oechsle LLC is a Delaware limited liability company. Its Member Manager
is Oechsle Group, LLC, a Delaware limited liability company ("Group LLC") which
owns approximately a 44% (on a fully diluted basis) interest in Oechsle LLC. The
seven current general partners of Group LP will collectively own approximately
an 89% interest in Group LLC. The management, policies and control of Oechsle
LLC are vested exclusively in Group LLC. Day-to-day management of Oechsle LLC
will be exercised by the Management Committee of Group LLC which will consist of
Messrs. Keesler, Roche, Langer, Walker and Parlin.
Approval Of New Subadvisory Agreement
Prior to _______, 1998, Oechsle LP was the subadviser to the Portfolio
pursuant to a subadvisory agreement (the "Old Subadvisory Agreement") dated
January 1, 1996 between Oechsle and MSS.
As a result of the Transaction, the Board of Trustees of the Trust has
approved a new subadvisory agreement between Oechsle LLC and MSS effective as of
the closing of the Transaction, ______, 1998 (the "New Subadvisory Agreement").
Pursuant to an order the Trust has received from the Securities and Exchange
Commission, shareholder approval of the New Subadvisory 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 ______, 1998.
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DESCRIPTION OF NEW AND OLD SUBADVISORY AGREEMENTS
The New Subadvisory Agreement is substantially identical to the Old
Subadvisory Agreement, differing only with respect to their effective date and
certain of the provisions regarding shareholder approval of the agreement and
records to be kept by the Subadviser. The subadvisory fees payable under the New
Subadvisory Agreement are the same as the fees paid under the Old Subadvisory
Agreement.
Under the terms of the Old Subadvisory Agreement and the New
Subadvisory Agreement (the "Subadvisory Agreements"), Oechsle LLC manages and
Oechsle L.P. managed (Oechsle LLC and Oechsle L.P. will hereafter be referred to
collectively as "Oechsle") the investment and reinvestment of the assets of the
Portfolio, subject to the supervision of the Trust's Board of Trustees. Oechsle
formulates a continuous investment program for the Portfolio consistent with the
Portfolio's investment objectives and policies. Oechsle implements 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.
Oechsle, at its expense, furnishes 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 Portfolio.
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 the Portfolio currently is obligated to pay the Adviser.
PORTFOLIO ADVISORY FEE
Global Government Bond Trust .800%
As compensation for its services, Oechsle receives a fee from the
Adviser computed separately for the Portfolio. The fee for the 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 the 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 the Portfolio exceed specified amounts, the fee is reduced
with respect to such excess. The following is a schedule of the management fees
the Adviser was obligated to pay Oechsle under the Old Subadvisory Agreement,
and is currently is obligated to pay Oechsle under the New Subadvisory
Agreement, out of the advisory fee it receives from the Portfolio as specified
above. THESE FEES ARE PAID BY THE ADVISER OUT OF THE ADVISORY FEE IT RECEIVES
FOR THE PORTFOLIO AND ARE NOT ADDITIONAL CHARGES TO THE PORTFOLIO.
THE TRANSACTION HAS NOT RESULTED IN ANY CHANGES IN THE RATE OF THESE FEES.
<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>
Global .375% .350% .300% .250%
Government
Bond Trust
</TABLE>
The Old Subadvisory Agreement required approval of the agreement as to
the 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 requires only
approval of the Trustees of the Trust including a majority of Trustees who are
not interested persons of any parties to these agreements.
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The Subadvisory Agreements will continue in effect as to the Portfolio
for a period no more than two years from the date of their execution only so
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 Subadvisory
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
Subadvisory Agreements shall be effective with respect to the Portfolio if a
majority of the outstanding voting securities of the series of shares of
beneficial interest of the 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 of the Trust
affected by the Subadvisory Agreement.
If any required shareholder approval of the Subadvisory Agreement is
not obtained, Oechsle will continue to act as subadviser with respect to the
Portfolio pending the required approval of the continuance of such Agreement, of
a new contract with Oechsle or different subadviser, or other definitive action.
The Subadvisory 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 Subadvisory Agreements and to the Trust: (i) by the Trustees of the
Trust; (ii) with respect to the Portfolio, by the vote of a majority of the
outstanding voting securities of the series of shares of beneficial interest of
the Portfolio; (iii) by Oechsle or (iv) by the Adviser. The Subadvisory
Agreements will automatically terminate in the event of their assignment.
The Subadvisory Agreements may be amended by the Adviser and Oechsle
provided such amendment is specifically approved by the vote of a majority of
the Trustees of the Trust and a majority of the Trustees of the Trust who are
not interested persons of the Trust cast in person at a meeting called for the
purpose of voting on such approval. The Old Subadvisory 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 of the
Trust affected by the amendment. The required shareholder approval would have
been effective with respect to any portfolio of the Trust 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 of the Trust
affected by the amendment or (b) all the portfolios of the Trust. Shareholder
approval is not required for an amendment to the Subadvisory Agreement.
The Subadvisory Agreements provide that Oechsle 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 Oechsle'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 June 29, 1998, 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 approved
the New Subadvisory Agreement.
In connection with the approval of the New Subadvisory Agreement, the
Board considered, among other things, that the Transaction would not result in
any material change in (i) the Portfolio's investment objective or policies,
(ii) the investment management of the Portfolio or (iii) the investment
personnel managing the Portfolio. Management of Oechsle 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 Subadvisory Agreement, the Board took into
account the fact that the New Subadvisory Agreement is substantially similar to
the Old Subadvisory Agreement, differing only with
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respect to their effective dates and certain of the provisions regarding
shareholder approval of the Subadvisory Agreements. The Board in approving the
New Subadvisory Agreement, evaluated a number of factors, including, but not
limited to, the nature and quality of the services to be provided Oechsle, the
fees to be paid to Oechsle and other comparable investment companies, and
performance information regarding the Portfolio and other comparable investment
companies. The Board was also given audited financial statements of Oechsle. The
Board was provided with an analysis of its fiduciary obligations in connection
with such considerations. In considering the New Subadvisory Agreement, the
Trustees discussed the information provided to them and their fiduciary
obligations.
SUBADVISORY FEES PAID
For the year ended December 31, 1997, the Adviser paid subadvisory fees
to Oechsle as follows:
Dollar Amount Percent of Average Net Assets
Global Government Bond $801,544 .350%
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Advisory Fees Paid
For the year ended December 31, 1997, the Portfolios paid the Adviser
the following advisory fees:
Dollar Amount Percent of Average Net Assets
Global Government Bond $1,837,451 .800%
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For the year ended December 31, 1997, the net investment advisory fees
retained by the Adviser after payment of the subadvisory fee for the Portfolios
is as follows:
Dollar Amount Percent of Average Net Assets
Global Government Bond $1,035,907 .450%
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PRIOR TRUSTEES AND SHAREHOLDER APPROVAL OF THE OLD AGREEMENT
The Old Subadvisory Agreement was most recently approved by the Board
of Trustees at a meeting held September 25, 1997 in connection with the annual
review of the Old Subadvisory Agreement. The Old Subadvisory Agreement was most
recently approved by shareholders at a meeting held on December 5, 1995 in
connection with its termination due to a change in control of the Adviser.
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OWNERSHIP OF THE TRUST
As of _______, 1998, 100% of the Trust's shares were legally owned by four
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,
(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 Woodward Avenue, Bloomfield Hills, Michigan 48304 and
(iv) The Manufacturers Life Insurance Company (U.S.A.), a stock life
insurance company organized under the laws of Pennsylvania and redomesticated
under the laws of Michigan whose address is 500 North Woodward Avenue,
Bloomfield Hills, Michigan 48304 ("ManUSA").
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 One, Two, Three and Four, which are
separate accounts registered under the 1940 Act. ManUSA holds Trust shares in
several unregistered separate accounts.
The ultimate controlling parent of Manulife New York, Manulife North
America, Manufacturers America and ManUSA 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.
No Trustees or officers of the Trust, have any interest in any contract
the reserves for which are invested in the Trust.
MANAGEMENT AND CONTROL OF OECHSLE
The management and control of Oechsle is described under "Description
of the Transaction." The business address of Oechsle is One International Place,
Boston, MA 02110.
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The names, titles and principal occupation of the current executive
officers of Oechsle LLC are as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
NAME POSITION AND PRINCIPAL OCCUPATION ADDRESS
- ------------------------------------------------------------------------------------
<S> <C> <C>
Walter Oechsle Principal, Portfolio One International Place
Management & Research Boston, MA 02110
S. Dewey Keesler, Jr. Managing Principal, CIO, Portfolio One International Place
Management & Research Boston, MA 02110
Stephen P. Langer Managing Principal, Director of One International Place
Marketing & Client Servicing Boston, MA 02110
Andrew Parlin Managing Principal, Portfolio One International Place
Management & Research Boston, MA 02110
L. Sean Roche Managing Principal, COO, Portfolio One International Place
Management & Research Boston, MA 02110
Steven H. Schaefer Principal, Portfolio Management One International Place
& Research Boston, MA 02110
Warren Walker Managing Principal, Portfolio One International Place
Management & Research Boston, MA 02110
- -------------------------------------------------------------------------------------
</TABLE>
BROKERAGE TRANSACTIONS
Pursuant the Subadvisory Agreements, Oechsle is responsible for placing
all orders for the purchase and sale of portfolio securities of the Portfolio.
Oechsle has no formula for the distribution of the Portfolio brokerage business,
its 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.
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In selecting brokers or dealers through whom to effect transactions,
Oechsle gives 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, Oechsle also gives 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, Oechsle may use a
broker whose commission in effecting the transaction is higher than that of some
other broker if Oechsle 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 Oechsle's overall responsibilities with respect to the Portfolio
and any other accounts managed by Oechsle.
To the extent research services are used by Oechsle in rendering
investment advice to the Portfolio, such services would tend to reduce Oechsle's
expenses. However, Oechsle does not believe that an exact dollar value can be
assigned to these services. Research services received by Oechsle from brokers
or dealers executing transactions for the Trust will be available also for the
benefit of other portfolios managed by Oechsle.
For the year ended December 31, 1997, the Trust for all portfolios paid
brokerage commissions in connection with portfolio transactions of $14,209,750
although no commissions were paid in connection with the Portfolio.
OTHER INVESTMENT COMPANIES ADVISED BY OECHSLE
Oechsle LLC does not act as investment adviser to any other portfolios
with investment objectives and policies similar to the Global Government Bond
Trust.
OTHER MATTERS
The Trust will furnish, without charge, a copy of the Trust's annual
report for the fiscal year ended December 31, 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 ("MSS"), the adviser to the
Trust, is located at 73 Tremont Street, Boston, Massachusetts 02108. The Trust
does not have a principal underwriter or administrator since shares are sold
only to insurance companies and their separate accounts as the underlying
investment medium for variable contracts. However, MSS and an affiliated broker
dealer serve as principal underwriter of certain contracts issued by affiliates
of the Trust.
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 Oechsle for these expenses.
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