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TO STATEMENT OF ADDITIONAL INFORMATION
FOR MANUFACTURERS INVESTMENT TRUST
DATED MAY 1, 1999
PROPOSED CHANGE IN CONTROL OF PACIFIC INVESTMENT MANAGEMENT COMPANY ("PIMCO")
PIMCO serves as a subadviser to the Global Bond and Total Return
portfolios of the Manufacturers Investment Trust (the "Trust") pursuant to an
investment subadvisory contract ("Subadvisory Contract") between PIMCO and the
Trust. PIMCO is a subsidiary partnership of PIMCO Advisors. The general partners
of PIMCO Advisors are PIMCO Partners, G.P. and PIMCO Advisors Holdings L.P.
("PAH"). PIMCO Partners, G.P. is a general partnership between PIMCO Holding
LLC, a Delaware limited liability company and an indirect wholly-owned
subsidiary of Pacific Life Insurance Company, and PIMCO Partners LLC, a
California limited liability company controlled by the current Managing
Directors and two former Managing Directors of PIMCO. PIMCO Partners, G.P. is
the sole general partner of PAH.
PIMCO is responsible for making investment decisions and placing orders
for the purchase and sale of the Global Bond and Total Return Trusts'
(collectively, the "Portfolios") investments directly with the issuers or with
brokers or dealers selected by it in its discretion. See "Portfolio Brokerage."
PIMCO also furnishes to the Trust's Board of Trustees, which has overall
responsibility for the business and affairs of the Trust, periodic reports on
the investment performance of the Portfolios.
On October 31, 1999, PIMCO Advisors, PAH and Allianz AG ("Allianz")
announced that they had reached a definitive agreement pursuant to which Allianz
will acquire majority ownership of PIMCO Advisors and its subsidiaries,
including PIMCO (the "Allianz Transaction"). Under the terms of the transaction,
Allianz will acquire all of PAH, the publicly traded general partner of PIMCO
Advisors. Pacific Life Insurance Company will retain an approximately 30%
interest in PIMCO Advisors. The Allianz Transaction is currently expected to be
completed by the end of the first quarter of 2000.
Allianz is the world's second largest insurance company and a leading
provider of financial services, particularly in Europe, and is represented in 68
countries world-wide through subsidiaries, branch and representative offices,
and other affiliated entities. Allianz currently has assets under management of
more than $390 billion, and in its last fiscal year wrote approximately $50
billion in gross insurance premiums. After consummation of the transaction, the
combined firms will have over $650 billion in assets under management.
Affiliates of Allianz currently include Dresdner Bank AG, Deutsche Bank
AG, Munich Re, and HypoVereinsbank. These entities, as well as certain
broker-dealers controlled by or affiliated with these entities, such as Bankers
Trust Company and BT Alex Brown, Inc. are considered the "Affiliated Brokers".
Once the Allianz transaction is consummated, absent an SEC exemption or other
relief, the Portfolios would generally be precluded from effecting principal
transactions with the Affiliated Brokers, and its ability to purchase securities
being underwritten by an Affiliated Broker or to utilize the Affiliated Brokers
for agency transactions would be subject to restrictions. PIMCO does not believe
that the restrictions on transactions with the Affiliated Brokers described
above will materially adversely affect its ability, post-closing, to provide
services to the Portfolios, a Portfolio's ability to take advantage of market
opportunities, or the Portfolios' overall performance. Other Portfolios of the
Trust for which PIMCO (or an affiliate) does not serve as investment adviser
would not, in general, be subject to these same restrictions post-closing.
The consummation of the Allianz Transaction is subject to the approval
of the public unitholders of PAH, as well as to certain regulatory and client
approvals, including the approval of the Board of Trustees of the Trust, and
other conditions customary to transactions of this kind.
This Statement of Additional Information will be supplemented or
revised if the Allianz Transaction does not occur substantially as set forth
above.
SUPPLEMENT DATED NOVEMBER 19, 1999
MITSAISupp 11/99
