<PAGE> 1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
___ Preliminary information statement
_X_ 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
[The Manufacturers Life Insurance Company of North America Letterhead - Variable
Annuities]
February 22, 1999
Dear Contract Owner:
Enclosed please find an Information Statement regarding the transfer of the
subadvisory agreement for the Small Company Value portfolio (the "Portfolio")
from Rosenberg Institutional Equity Management, L.P. ("Old RIEM") to AXA
Rosenberg Investment Management LLC ("New RIEM").
While this transaction is being treated as a change of control of Old RIEM,
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 Old RIEM investment personnel
servicing this Portfolio.
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 contact your investment representative, or you may call
Manulife Financial at 1-800-344-1029 8:00 a.m. through 8:00 p.m. Eastern time on
any business day.
Sincerely,
/s/THEODORE F. KILKUSKIE, JR.
Theodore F. Kilkuskie, Jr.
President
<PAGE> 3
MANUFACTURERS INVESTMENT TRUST
116 Huntington Avenue, Boston, Massachusetts 02116
INFORMATION STATEMENT TO SHAREHOLDERS REGARDING
ROSENBERG INSTITUTIONAL EQUITY MANAGEMENT, L.P.
FEBRUARY 22, 1999
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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"),
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 Old RIEM except as noted below. The Board of Trustees
of the Trust approved the new subadvisory agreement at a meeting held on
December 17, 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 the Portfolio.
DESCRIPTION OF THE TRANSACTION
Ownership of Old RIEM
Old RIEM is a California limited partnership with three general partners.
Its Managing General Partner is Barr Rosenberg and its other two general
partners are Marlis S. Fritz and Kenneth Reid. Old RIEM also has a limited
partner, Rosenberg Alpha, L.P. Under the terms of the Old RIEM's partnership
agreement, Barr Rosenberg, as Managing General Partner, has full and exclusive
charge and control of the management, conduct and operation of Old RIEM and its
business in all matters and respects.
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") will acquire 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
On January 1, 1999 (the "Closing Date"), Old RIEM ceased to exist and was
succeeded by New RIEM. In addition, on the Closing Date, 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. Furthermore, 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, the RIEM Partners were
<PAGE> 4
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.
Investment Personnel Providing Services to the Portfolio. Old RIEM has
informed the Portfolio that New RIEM will continue to operate offices in Orinda,
California with the same personnel providing services to the Portfolio as before
the Closing Date. In particular, the same persons who were responsible at Old
RIEM for design and maintenance of Old RIEM's portfolio system and the portfolio
managers responsible for research and monitoring the Portfolio's characteristic
performance against the relevant benchmark have continued to perform similar
functions as officers or employees of New RIEM. The agreement for the
Transaction required that the individual RIEM Partners and certain key personnel
of Old RIEM, including those responsible for the design and maintenance of Old
RIEM's portfolio system, enter into employment or consulting agreements (which
included non-competition and/or non-solication and other customary provisions)
with New RIEM and/or its affiliated companies providing assurance that
investment management continuity is maintained.
APPROVAL OF NEW SUBADVISORY AGREEMENT
Prior to January 1, 1999, Old RIEM was the subadviser to the Portfolio
pursuant to a subadvisory agreement (the "Old Subadvisory Agreement") dated
October 1, 1997 between Old REIM and MSS.
As a result of the Transaction, which resulted in a termination of the Old
Subadvisory Agreement, the Board of Trustees of the Trust approved a new
subadvisory agreement between New RIEM and MSS effective as of the closing of
the Transaction, January 1, 1999 (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 agreement. This Information Statement is being supplied to
shareholders to fulfill that condition. This Information Statement will be
mailed on or about February 22, 1999.
DESCRIPTION OF NEW AND OLD SUBADVISORY AGREEMENTS
The New Subadvisory Agreement is substantially identical to the Old
Subadvisory Agreement, differing only with respect to its effective date and
certain of the provisions regarding shareholder approval of the agreement. 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 (collectively, the "Subadvisory Agreements"), New RIEM manages and Old
RIEM managed the investment of the assets of the Portfolio, subject to the
supervision of the Trust's Board of Trustees (New RIEM and Old RIEM will be
referred to collectively as "RIEM"). RIEM formulates a continuous investment
program for
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<PAGE> 5
the Portfolio consistent with the Portfolio's investment objectives and
policies. RIEM 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. RIEM, at its expense, furnishes all
necessary investment and management facilities, including salaries of personnel
required for it to execute its duties. RIEM also furnishes 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 of the Trust. The fee for the 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 the 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 Portfolio
currently is obligated to pay the Adviser an advisory fee of 1.050%.
As compensation for its services, RIEM 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
fee is 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 Old RIEM under the Old Subadvisory Agreement, and is currently
is obligated to pay New RIEM under the New Subadvisory Agreement. 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>
BETWEEN BETWEEN
FIRST $50 MILLION AND $200 MILLION AND EXCESS OVER
PORTFOLIO $50 MILLION $200 MILLION $500 MILLION $500 MILLION
<S> <C> <C> <C> <C>
Small Company Value Trust .600% .575% .525% .475%
</TABLE>
The Old Subadvisory Agreement required approval of the agreement as to the
Portfolio by both
* the Trustees of the Trust including a majority of Trustees who are not
"interested persons" (as defined in the Investment Company Act of
1940, as amended (the "1940 Act")) of any parties to the agreements
and o 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.
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 (i) the
Trustees or (ii) 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 of
any party to the Subadvisory Agreements. Trustee votes on investment advisory
agreement approvals or renewals must be in person at a meeting called for the
purpose of voting on such approval. Any required shareholder approval of any
continuance of the Subadvisory Agreements shall be effective with respect to the
Portfolio if a majority of the outstanding voting securities of the Portfolio
vote to approve such continuance, even if 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, RIEM 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 RIEM or different subadviser, or other definitive action.
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<PAGE> 6
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:
* by the Trustees of the Trust;
* with respect to the Portfolio, by the vote of a majority of the
outstanding voting securities of the Portfolio;
* by RIEM; or
* 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 RIEM 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 RIEM 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 RIEM'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 December 17, 1998, the Board of Trustees,
including a majority of the Trustees who are not interested persons of any party
to the New Subadvisory Agreement, approved the New Subadvisory Agreement. In
connection with this approval, the Board of Trustees determined that approval of
the New Subadvisory Agreement is in the best interest of shareholders of the
Portfolio and contractholders whose contract value is invested in shares of the
Portfolio.
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 RIEM 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 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 by RIEM, the fees to be paid to RIEM and other
comparable investment companies, and performance information regarding the
Portfolio and other comparable investment companies. The Board was also given
financial statements of RIEM. 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.
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ADVISORY FEES PAID
For the period October 1, 1997 (commencement of operations) to December 31,
1997, the Small Company Value Trust paid the Adviser $134,688 (1.050% of average
net assets) for investment advisory fees of which $58,054 (.450% of average net
assets) was retained by the Adviser after payment of the subadvisory fee.
SUBADVISORY FEES PAID
For the period October 1, 1997 (commencement of operations) to December 31,
1997, the Adviser paid $76,634 (.600% of average net assets) for subadvisory
fees to Old RIEM on behalf of the Small Company Value Trust.
PRIOR TRUSTEES APPROVAL OF THE OLD AGREEMENT
The Old Subadvisory Agreement was approved by the Board of Trustees at a
meeting held September 26, 1997 in connection with the organization of the Small
Company Value Trust.
OWNERSHIP OF THE TRUST
As of December 31, 1998, 100% of the Trust's shares were legally owned by
four shareholders:
* The Manufacturers Life Insurance Company of North America ("Manulife
North America"), a Delaware stock life insurance company whose address
is 116 Huntington Avenue, Boston, Massachusetts 02116. 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.
* 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. Manulife New York holds Trust shares
attributable to variable annuity contracts in The Manufacturers Life
Insurance Company of New York Separate Account A and Trust shares
attributable to variable life contracts in The Manufacturers Life
Insurance Company of New York Separate Account B, both of which are
separate accounts registered under the 1940 Act.
* 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. Manufacturers America holds Trust shares attributable to
variable contracts in Separate Accounts One, Two, Three and Four of
The Manufacturers Life Insurance Company of America, which are
separate accounts registered under the 1940 Act.
* The Manufacturers Life Insurance Company (U.S.A.) ("ManUSA"), 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 holds Trust
shares in several unregistered separate accounts.
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The ultimate controlling parent of Manulife North America, Manulife New
York, 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 NEW RIEM
The management and control of New RIEM is described under "Description of
the Transaction." The business address of New RIEM is Four Orinda Way, Suite
300E, Orinda, CA 94563.
Pursuant to the limited liability company agreement of AXA Rosenberg (the
"Governance Agreement"), the board of directors of AXA Rosenberg (the "Board of
Directors") consists of ten members, five of whom are designated by the RIEM
Partners and five of whom are designated by AXA IM. If the Board of Directors is
deadlocked on an issue, the issue is referred to and resolved by the Board of
Members. The Board of Members consists of two persons, one nominated by AXA IM
and one nominated by the RIEM Partners. Deadlocks at the Board of Members
generally will be resolved by the AXA nominee, except that certain issues cannot
be resolved without the consent of the RIEM Partners or their nominee. Barr
Rosenberg, Marlis Fritz, Jennie Paterson, Thomas Mead and Edward Lyman have been
designated by the RIEM Partners as members of the Board of Directors of AXA
Rosenberg and Nicolas Moreau, Ronald Gould, Herve Hatt, Kevin Dolan, and Jason
Maude have been designated by AXA IM. Mr. Moreau serves as the chief executive
officer of AXA Rosenberg.
The names, titles and principal occupation of the current executive
officers of New RIEM are as follows:
---------------------------------------------------------------------------
NAME/ADDRESS PRINCIPAL OCCUPATION
---------------------------------------------------------------------------
Kenneth Reid Chief Executive Officer
AXA Rosenberg Investment Management, LLC
4 Orinda Way, Building E
Orinda, CA 94563
William E. Ricks Chief Information Officer
AXA Rosenberg Investment Management, LLC
4 Orinda Way, Building E
Orinda, CA 94563
Cecilia M. Baron Director of Marketing
AXA Rosenberg Investment Management, LLC
4 Orinda Way, Building E
Orinda, CA 94563
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The names, titles and principal occupation of the current Board of
Directors of AXA Rosenberg which owns 100% of the shares of New RIEM are as
follows:
---------------------------------------------------------------------------
NAME/ADDRESS POSITION AND PRINCIPAL OCCUPATION
---------------------------------------------------------------------------
Nicolas Moreau Member of the Board, AXA Rosenberg
AXA Rosenberg Group LLC Chief Executive Officer, AXA Rosenberg
4 Orinda Way, Suite 300E
Orinda, CA 94563
Ronald Gould Member of the Board, AXA Rosenberg
AXA Investment Managers Managing Director, AXA IM
60 Gracechurch Street
London EC3V 0HR
United Kingdom
Herve Hatt Member of the Board, AXA Rosenberg
AXA Senior Vice President, Asset
23, Avenue Matignon Management Activities, AXA
75008 Paris
France
Kevin Dolan Member of the Board, AXA Rosenberg
AXA Investment Managers Managing Director, AXA IM
46, Avenue de la Grande Armee
75017 Paris
France
Jason Maude Member of the Board, AXA Rosenberg
AXA Investment Managers Head of Equity Research, AXA IM
60 Gracechurch Street
London EC3V 0HR
United Kingdom
Barr Rosenberg Chairman of the Board, AXA Rosenberg
AXA Rosenberg Group LLC Director, Barr Rosenberg Research Center
4 Orinda Way, Suite 300E
Orinda, CA 94563
Marlis Fritz Vice Chairman of the Board and Global
AXA Rosenberg Group LLC Director, AXA Rosenberg
4 Orinda Way, Suite 300E Managing Director, AXA Rosenberg
Orinda, CA 94563 Global Services LLC
Jennie Paterson Member of the Board, AXA Rosenberg
Management Europe Managing Director, AXA Rosenberg
AXA Rosenberg Investment Investment Management Europe
9A Devonshire Square
London EC2M 4YL
United Kingdom
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---------------------------------------------------------------------------
NAME/ADDRESS POSITION AND PRINCIPAL OCCUPATION
---------------------------------------------------------------------------
Thomas Mead Member of the Board, AXA Rosenberg
AXA Rosenberg Group LLC Deputy Director, Barr Rosenberg
4 Orinda Way,. Suite 300E Research Center
Orinda, CA 94563
Edward H. Lyman Member of the Board, Director and Chief
AXA Rosenberg Group LLC Operating Officer, AXA Rosenberg
4 Orinda Way, Suite 300E Chief Executive Officer, AXA Rosenberg
Orinda, CA 94563 Global Services LLC
BROKERAGE TRANSACTIONS
Pursuant to the Subadvisory Agreements, RIEM is responsible for placing all
orders for the purchase and sale of portfolio securities of the Portfolio. RIEM
has no formula for the distribution of the Portfolio's brokerage business;
rather they place orders for the purchase and sale of securities with the
primary objective of obtaining the most favorable overall results for the
Portfolio.
Selection of Brokers or Dealers to Effect Trades. In selecting brokers or
dealers to implement transactions, RIEM will 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, RIEM will 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, RIEM may
use a broker whose commission in effecting the transaction is higher than that
of some other broker if RIEM 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 RIEM's overall responsibilities with respect to the
Portfolio and any other accounts managed by RIEM.
To the extent research services are used by RIEM in rendering investment
advice to the Portfolio, such services would tend to reduce RIEM's expenses.
However, RIEM does not believe that an exact dollar value can be assigned to
these services. Research services received by RIEM from brokers or dealers
executing transactions for the Portfolio will be available also for the benefit
of other portfolios managed by the RIEM.
For the year ended December 31, 1997, the Trust for all portfolios paid
brokerage commissions in connection with portfolio transactions of $14,209,750,
of which $111,673 were paid in connection with the Portfolio.
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<PAGE> 11
OTHER INVESTMENT COMPANIES ADVISED BY NEW RIEM
New RIEM acts as investment adviser to the following funds that have
investment objectives and policies similar to the Small Company Value Trust.
<TABLE>
<CAPTION>
INVESTMENT SUB-ADVISORY
ADVISORY FEE NET ASSETS AS OF
FUND (TRUST) INVESTMENT OBJECTIVE FEE DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Small To seek total return 0.90% N/A $370,210,508.20
Capitalization Series greater than that of the
(Barr Rosenberg Russell 2000 Index.
Series Trust)
</TABLE>
OTHER MATTERS
The Trust will furnish, without charge, a copy of the Trust's annual report
for the fiscal year ended December 31, 1997 and semi-annual report for the
period ended June 30, 1998 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.
9
