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SUPPLEMENT TO PROSPECTUS FOR
MANUFACTURERS INVESTMENT TRUST
DATED MAY 1, 1998
STRATEGIC BOND AND U.S. GOVERNMENT SECURITIES TRUSTS - PORTFOLIO MANAGER CHANGES
Steven Guterman who had been jointly responsible together with Roger Lavan
for the day-to-day management of the Strategic Bond and U.S. Government
Securities Trusts is no longer managing these portfolios. Roger Lavan continues
to manage these portfolios and continues to be assisted in the management of the
Strategic Bond Trust by Peter Wilby and David Scott.
GROWTH TRUST - PORTFOLIO MANAGER CHANGES
Edward F. Keely who has been the lead portfolio manager for the Growth
Trust no longer manages this portfolio. Scott A. Chapman, CFA and Thomas M.
Arrington, CFA have been appointed as co-portfolio managers.
Scott A. Chapman. Scott A. Chapman, Vice President of Investments at
Founders, is a Chartered Financial Analyst who joined Founders in December 1998
as co-lead portfolio manager for the Growth Trust and the Founders Growth Fund.
Prior to joining Founders, Scott Chapman was a vice president and director of
growth strategy (1993-1998) and a securities research analyst (1991-1993) for
HighMark Capital Management, Inc., a subsidiary of Union BanCal Corporation. A
graduate of Santa Clara University, Mr. Chapman received an MBA from Golden Gate
University.
Thomas M. Arrington. Thomas M. Arrington, Vice President of Investments at
Founders, is a Chartered Financial Analyst who joined Founders in December 1998
as co-lead portfolio manager for the Growth Trust and the Founders Growth Fund.
Prior to joining Founders, he was a vice president and director of income equity
strategy (1994-1998), a securities research analyst (1991-1994), and a business
administration manager (1990-1991) for HighMark Capital Management, Inc., a
subsidiary of Union BanCal Corporation. A graduate of the University of
California, Los Angeles, Mr. Arrington received an MBA from San Francisco State
University.
REORGANIZATION AND RECAPITALIZATION OF OECHSLE INTERNATIONAL ADVISORS, L.P.
On October 8, 1998, Oechsle International Advisors, L.P. ("Oechsle
International"), the subadviser to the Global Government Bond portfolio,
reorganized and recapitalized with Oechsle International Advisors, LLC ("Oechsle
LLC") becoming the successor to Oechsle International (the "Transaction").
Oechsle International 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 International 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.
Dresdner Asset Management (U.S.A.) Corporation ("DAMCO") owned a majority
limited partnership interest in Oechsle International. DAMCO is a wholly-owned
subsidiary of Dresdner Bank AG.
Certain Ownership Changes Affected by the Transaction
As part of the Transaction, Oechsle International was reorganized into
Oechsle LLC, which now conducts the business that Oechsle International
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 LLC 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) non-voting 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 a
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. The address of Group LLC is
One International Place, Boston, Massachusetts 02110.
As a result of the Transaction, Oechsle LLC has entered into a new
subadvisory agreement with Manufacturers Securities Services, LLC, the adviser
to the Trust. The Board of Trustees of the Trust approved the new subadvisory
agreement at a meeting held on June 29, 1998. Pursuant to an order the Trust has
received from the Securities and Exchange Commission, shareholder approval of
the new subadvisory agreement is not required. The Transaction has not resulted
in any change in the portfolio managers for the Global Government Bond portfolio
nor has there been any material change in the investment personnel servicing
this portfolio. The Transaction has also not resulted in any change in the rate
of advisory or subadvisory fee for the Global Government Bond portfolio.
T. ROWE PRICE ASSOCIATES, INC. ("T. ROWE PRICE") AND ROWE PRICE-FLEMING
INTERNATIONAL, INC. ("PRICE-FLEMING") SUBADVISED PORTFOLIOS - INVESTMENT IN THE
T. ROWE PRICE RESERVE INVESTMENT FUND
The portfolios of the Trust subadvised by T. Rowe Price (the Science &
Technology, the Blue Chip Growth, and the Equity-Income portfolios) and
Price-Fleming (the International Stock portfolio) each may invest cash reserves
in the T. Rowe Price Reserve Investment Fund, a money market fund established
for the exclusive use of the T. Rowe Price family of mutual funds and other
clients of T. Rowe Price and Price-Fleming. The T. Rowe Price Reserve Investment
Fund operates under an Exemptive Order issued by the Securities and Exchange
Commission which grants relief from certain provisions of the 1940 Act regarding
registered investment companies investing in other investment companies. Under
the order, a registered investment company may invest up to 25% of its total
assets in the T. Rowe Price Reserve Investment Fund. The T. Rowe Price Reserve
Investment Fund, like any money market fund, must comply with the requirements
of Rule 2a-7 under the 1940 Act. At least 95% of the T. Rowe Price Reserve
Investment Fund's assets will be invested in prime money market instruments
receiving the highest credit rating. The T. Rowe Price Reserve Investment Fund
will not charge an advisory fee and it is anticipated that the fund will have a
low expense ratio. While the T. Rowe Price Reserve Investment Fund will attempt
to maintain a stable net asset value of $1.00 per share, no assurance can be
given that it will do so. The T. Rowe Price Reserve Investment Fund is not
insured or guaranteed by the U.S. Government.
EMERGING GROWTH TRUST - NAME CHANGE
Effective November 2, 1998, the name of the Emerging Growth Trust was
changed to Emerging Small Company Trust.
The investment policies of the Emerging Small Company Trust are also
amended to indicate that the Trust will invest at least 65% of its total assets
in common stocks or warrants of emerging small companies that represent
attractive opportunities for maximum capital appreciation. Emerging small
companies are small companies that have passed their start-up phase and that
show positive earnings and prospects of achieving significant profit and gain in
a relatively short period of time.
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AXA ROSENBERG INVESTMENT MANAGEMENT LLC - SUCCESSOR TO ROSENBERG INSTITUTIONAL
EQUITY MANAGEMENT
On January 1, 1999, AXA Rosenberg Investment Management LLC ("New RIEM")
succeeded to the business and affairs of Rosenberg Institutional Equity
Management, L.P. ("Old RIEM"), the former subadviser to the Small Company Value
portfolio (the "Portfolio") of Manufacturers Investment Trust (the "Trust") (the
"Transaction").
As a result of the Transaction, New RIEM has entered into a new
subadvisory agreement with Manufacturers Securities Services, LLC ("MSS" or the
"Adviser"), the adviser to the Trust. The Board of Trustees of the Trust
approved the new subadvisory agreement at a meeting held on December 17, 1998.
Pursuant to an order the Trust has received from the Securities and Exchange
Commission, shareholder approval of the new subadvisory agreement is not
required. The Transaction has not resulted in any change in the portfolio
managers for the Small Company Value portfolio nor has there been any material
change in the investment personnel servicing this portfolio. The Transaction has
also not resulted in any change in the rate of advisory or subadvisory fee for
the Small Company Value portfolio.
Ownership of New RIEM
New RIEM is a Delaware limited liability company which is 100% owned and
controlled by AXA Rosenberg Group L.L.C., 4 Orinda Way, Suite 300E, Orinda, CA
94563, a Delaware limited liability company ("AXA Rosenberg").
AXA Investment Managers S.A., 46, Avenue de la Grande Armee, 75017, Paris,
France, a French societe anonyme ("AXA IM") acquired an interest (the "AXA LLC
Interest") in AXA Rosenberg that entitles AXA IM to a percentage of the profits
earned by AXA Rosenberg for each investment advisory client. AXA IM is wholly
owned by AXA UAP, S.A., 9 Place Vendome, 75001, Paris, France, a French societe
anonyme.
Structure of the Transaction
Old RIEM ceased to exist and was succeeded by New RIEM and the partners of
Old RIEM (the "RIEM Partners") contributed all their interest in New RIEM and
various related businesses to AXA Rosenberg in exchange for interests in AXA
Rosenberg. In addition, AXA IM acquired from the RIEM Partners the AXA LLC
Interest in AXA Rosenberg. The RIEM Partners continue to own the remaining
economic interest in AXA Rosenberg. On the closing date of the Transaction (the
"Closing Date"), the RIEM Partners were paid an aggregate purchase price of $125
million for the AXA LLC Interest. In addition, AXA IM is required to pay the
RIEM Partners substantial additional amounts (the "Additional Payments") in year
2000 through 2002 if the earnings of AXA Rosenberg meet or exceed certain
thresholds set forth in the agreement for the Transaction. AXA IM also has the
option (the "Option") to purchase from the RIEM Partners up to one-half of the
interest in AXA Rosenberg that the RIEM Partners own as of the Closing Date. The
Option is exercisable between year 2002 and 2008 at an exercise price based on
the earnings attributable to the interest being purchased.
As a condition of the Transaction, AXA IM will cause itself and its wholly
owned subsidiaries to use commercially reasonable efforts to direct or work with
AXA's affiliates in the AXA Group to facilitate the placing by such affiliates
of an average of $2.5 billion of assets under discretionary management by AXA
Rosenberg and its subsidiaries during the first five years after the Closing
Date. AXA IM will, and will use its best reasonable efforts to cause its
affiliates in the AXA Group to, utilize AXA Rosenberg as the exclusive
quantitative equity investment management unit within AXA and its wholly-owned
subsidiaries. AXA has undertaken to cause AXA IM to perform these obligations.
THE DATE OF THIS SUPPLEMENT IS JANUARY 4, 1999.
