MANUFACTURERS INVESTMENT TRUST
497, 1999-12-08
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                          SUPPLEMENT TO PROSPECTUS FOR
                         MANUFACTURERS INVESTMENT TRUST
                                DATED MAY 1, 1999



INVESTMENT OBJECTIVES AND POLICIES
REAL ESTATE SECURITIES TRUST

Investment Policies

The second paragraph under the sub-section entitled "Investment Policies,"
within the section entitled "Real Estate Securities Trust," which appears under
the heading "Investment Objectives and Policies," is amended and restated as
follows:

         The Real Estate Securities Trust may also purchase common stocks,
preferred stocks, convertible securities and fixed income securities of
companies operating in industry groups related to the real estate industry. Such
companies include entities engaged in the ownership, development, construction,
financing and servicing of real estate as well as companies involved in other
market segments related to real estate. For example, securities of banks,
finance and mortgage companies, property management, hotel and lodging
companies, homebuilders, building product manufacturers and building product
retailers may be purchased. The portfolio will not invest directly in real
property nor will it purchase mortgage notes directly.

         Up to 5% of the portfolio's net assets may be invested in non-real
estate related securities.


MANAGEMENT OF THE TRUST
SUBADVISORY ARRANGEMENTS

The following changes are made to the portfolio managers for the trusts as
outlined below:

     Balanced Trust

         Brian Kelly who has been the lead portfolio manager for the Balanced
Trust no longer manages this portfolio. Curtis J. Anderson has been named lead
portfolio manager. Mr. Anderson, Vice President of Investments, joined Founders
in December 1999. Prior to joining Founders, Mr. Anderson was a senior vice
president, director of research and a portfolio manager with First Security
Investment Management from 1991 to 1999. Prior to that, he was a trust
investment officer and portfolio manager for West One Trust Company. Mr.
Anderson holds a BA and MBA from the University of Utah.

     International Small Cap Trust

         Michael Gerding who has been the lead portfolio manager for the
International Small Cap Trust no longer manages this portfolio. Tracy P.
Stouffer has been appointed as lead portfolio manager. Ms. Stouffer, Vice
President of Investments, joined Founders in 1999. Prior to joining Founders,
she was a vice president and portfolio manager with Federated Global
Incorporated from 1995 to July 1999, and a vice president and portfolio manager
with Clariden Asset Management Inc. from 1988 to 1995. A graduate of Cornell
University, Ms. Stouffer received an MBA with a concentration in marketing from
the University of Western Ontario, Canada. She is also a Chartered Financial
Analyst.

     Growth Trust

         The management team for the Growth Trust is as follows:


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Richard Weed is a Principal at SSgA and a Senior Portfolio Manager in the U.S.
Active Equity group. His responsibilities include portfolio management, product
development, and research for the U.S. Active Equity strategies. Mr. Weed also
created and manages the U.S. Aggressive Growth Strategy. He joined SSgA in 1994
in the Credit and Risk Policy Area where he was responsible for quantifying
market risk for the corporation across equity, bond, and foreign exchange
positions.

Jennifer Bardsley is a Principal and Senior Portfolio Manager at SSgA. Her
responsibilities within the firm include portfolio management, product
development, and research for the U.S. Active Equity strategies. Ms. Bardsley
developed and manages the Special Small Cap Strategy. Ms. Bardsley joined SSgA
as a member of the Investment Systems group and transferred into the U.S. Active
Equities group in 1995. She has been working in the investment management field
since she joined SSgA in 1993.

Peter Stonberg is a Principal and Senior Strategist at SSgA. In this role, Mr.
Stonberg develops and integrates firm-wide business and investment strategy and
represents the firm and its views on the capital markets to clients. He joined
State Street in 1981 with over 15 years of experience in investment management.

David Hanna is a Principal at SSgA and is head of the U.S. Active Equity Group,
which manages over $10 billion in assets. He participates in group research
projects involving development of modeling and portfolio construction
techniques. Immediately prior to joining SSgA in 1997, Mr. Hanna was the head of
equity quantitative research at Standish, Ayer, & Wood.

     Mid Cap Blend Trust

         Katherine Collins, portfolio manager of the Mid Cap Blend Trust, will
be stepping down as manager on August 2, 1999. She will be pursuing other
interests at Fidelity and taking a position within the Fidelity Foundation,
which represents Fidelity's philanthropic interests. Mr. Bahaa Fam will be
joining Richard Fentin as portfolio manager of the Mid Cap Blend Trust. Mr. Fam
is Director of Quantitative Research for Fidelity Management & Research Company,
a division of Fidelity Investments. He directs a team of research analysts in
the design of novel methods for stock selection and portfolio construction and
serves as an advisor on portfolio strategy and asset allocation for Fidelity's
funds. He also directly manages several U.S. equity (sub) portfolios. Prior to
joining Fidelity, Mr. Fam was Managing Director and Consulting Scientist for the
MITRE Corporation where he directed a broad range of research activities.

     Real Estate Securities Trust and Equity Index Trust

         Leslie Grober no longer manages the Real Estate Securities Trust.
Robert Lutzko and Brett Hryb have been appointed as portfolio managers. Mark
Schmeer will no longer be lead manager but will continue to oversee the
investment processes of the fund. Mr. Lutzko joined MAC in 1995. He is an
investment manager of U.S. Equities at Manulife Financial. Prior to 1995, Mr.
Lutzko worked for OMERS, one of the largest retirement funds in Canada. He also
worked for Workers Compensation Board where he served as portfolio manager for
U.S. Small Cap Investments, and portfolio manager for U.S. Large Cap Equities. A
Chartered Financial Analyst, Mr. Lutzko graduated from Sheridan College. Mr.
Hryb joined MAC in 1996. He is a research analyst, U.S. Equities specializing in
equity index portfolios. Prior to joining MAC, he worked for Global Accounting
at Elliott & Page, an affiliate of MAC. A Chartered Financial Analyst, Mr. Hryb
earned a bachelor's degree from McMaster University. Mr. Lutzko has replaced Mr.
Grober as manager of the Equity Index Trust as well. Mr. Hryb continues to
manage this portfolio.

     Mid Cap Growth Trust

         Christopher Perras has joined the management team for the Mid Cap
Growth Trust. Mr. Perras, Portfolio Manager, has been associated with A I M
Capital Management, Inc. and/or its affiliates since 1999. From 1997 to 1999, he
was an equity analyst at Van Wagoner Capital Management. From 1995 to 1997, he
was Associate Portfolio Manager for Van Kampen American Capital Asset
Management, Inc. Mr. Perras earned a BS in electrical engineering from the
Georgia Institute of Technology and an MBA from Harvard Graduate School of
Business Administration. He is a Chartered Financial Analyst and a Chartered
Financial Consultant.

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     Aggressive Growth Trust

         Ryan Crane has joined the management team for the Aggressive Growth
Trust. Mr. Crane, Portfolio Manager, has been associated with A I M Capital
Management, Inc. and/or its affiliates since 1994. A Chartered Financial
Analyst, Mr. Crane earned a BS with honors in economics from the University of
Houston.

     U.S. Large Cap Value Trust and Income & Value Trust

         Terry Berkemeier has joined the management team for the U.S. Large Cap
Value Trust and the Income & Value Trust. Mr. Berkemeier is a Vice President and
portfolio manager for CGTC. He joined the Capital Group organization in 1992.


ADVISORY ARRANGEMENTS

The fourth paragraph (except for the last sentence) found in the Trust's
Prospectus under the heading "Management of the Trust - Advisory Arrangements"
is amended and restated as follows:

         As compensation for its services, the Adviser receives a fee from the
Trust computed separately for each portfolio, except for the Lifestyle Trusts
for which the Adviser receives no fee. 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 daily, 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


RISK/RETURN SUMMARY
BALANCED TRUST

The following replaces the third bullet found in the Trust's Prospectus under
the heading "Balanced Trust-Principal Risks of Investing in this Portfolio."

o    The portfolio will invest at least 25% of its assets in investment grade
     fixed income securities. Investment grade fixed income securities in the
     lowest rating category involve more risk than these securities in the
     higher rating categories as described under "Risks of Investing in Certain
     Types of Securities."


                THE DATE OF THIS SUPPLEMENT IS DECEMBER 8, 1999.



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