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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:

[ ] Preliminary information statement

[X] Definitive information statement

[ ] Confidential, for the 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)
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MANUFACTURERS INVESTMENT TRUST
73 Tremont Street
Boston, Massachusetts 02108

May 1, 2001

Dear Variable Annuity and Variable Life Contract Owners:

Although you are not a shareholder of Manufacturers Investment Trust (the
"Trust"), your purchase payments and the earnings on such purchase payments
under your variable annuity or variable life contracts issued by The
Manufacturers Life Insurance Company of North America ("Manulife North
America"), The Manufacturers Life Insurance Company of New York ("Manulife New
York") and The Manufacturers Life Insurance Company of America ("Manufacturers
America") are invested in shares of one or more of the portfolios of the Trust
through subaccounts of separate accounts established by Manulife North America,
Manulife New York and Manufacturers America for such purposes.

Enclosed please find the Trust's Information Statement regarding the
transfer of the subadvisory agreement (i) for the Small Company Value Trust from
AXA Rosenberg Investment Management LLC ("AXA") to T. Rowe Price Associates,
Inc. ("T. Rowe Price") and (ii) for the Global Equity Trust from Morgan Stanley
Asset Management ("MSAM") to Putnam Investment Management, Inc. ("Putnam").

These transfers have not resulted in any change in the investment advisory
fees payable by the Small Company Value Trust and the Global Equity Trust.

PLEASE NOTE THAT WE ARE NOT ASKING YOU FOR VOTING INSTRUCTIONS AND YOU ARE
REQUESTED NOT TO SEND US VOTING INSTRUCTIONS.

If you have any questions regarding any of the proposals, please call one
of the following numbers on any business day:

For Manulife North America variable annuity contracts: (800) 344-1029

For Manulife New York variable annuity contracts: (800) 551-2078

For Manulife New York variable life contracts: (888) 267-7784

For Manufacturers America variable life contracts: (800) 387-2747

Sincerely,

/s/ James D. Gallagher

James D. Gallagher,
Secretary
Manufacturers Investment Trust

MANUFACTURERS INVESTMENT TRUST

---------------------------------

INFORMATION STATEMENT TO SHAREHOLDERS
REGARDING NEW SUBADVISORY AGREEMENTS
FOR THE SMALL COMPANY VALUE TRUST
AND THE GLOBAL EQUITY TRUST

---------------------------------

MAY 1, 2001

TABLE OF CONTENTS

PAGE

INFORMATION STATEMENT

Summary...................................................................
New Subadvisory Agreement with
T. Rowe Price Associates, Inc....................................
New Subadvisory Agreement with
Putnam Investment Management, Inc................................
Additional Information....................................................
Other Matters.............................................................
Exhibit A - Executive Officers and Directors of Subadvisers............... A-1
Exhibit B - T. Rowe Price Subadvisory Agreement.......................... B-1
Exhibit C - Putnam Subadvisory Agreement.................................. C-1

MANUFACTURERS INVESTMENT TRUST
73 Tremont Street, Boston, Massachusetts 02108

INFORMATION STATEMENT TO SHAREHOLDERS
REGARDING NEW SUBADVISORY AGREEMENTS
FOR THE SMALL COMPANY VALUE TRUST
AND THE GLOBAL EQUITY TRUST

MAY 1, 2001

SUMMARY

Manufacturers Investment Trust (the "Trust") is a no-load open-end
investment company, commonly known as a mutual fund, registered under the
Investment Company Act of 1940, as amended ("1940 Act"). The Trust currently
offers shares in 60 portfolios with one series of shares for each portfolio
("Portfolio"). As Adviser to the Trust, Manufacturers Securities Services, LLC
("Manulife Securities" or the "Adviser") selects, contracts with, compensates
and monitors subadvisers to manage the investment and reinvestment of the assets
of each of the Portfolios of the Trust. In addition, Manulife Securities
monitors the compliance of the subadvisers with the investment objectives and
related policies of each Portfolio and reviews the performance of the
subadvisers and reports periodically on such performance to the Board of
Trustees of the Trust ("Board" or the "Trustees"). Manulife Securities does not
currently manage any of the Portfolios' assets on a day-to-day basis.

On April 5-6, 2001, the Board, including all of the Trustees who are not
"interested persons" (as defined in the 1940 Act) of any party to the Advisory
Agreement (the "Disinterested Trustees"), approved two new subadvisory
agreements which took effect on April 30, 2001. These new subadvisory agreements
provide for the appointment of T. Rowe Price Associates, Inc. ("T. Rowe Price"
or "TRP") as subadviser to the Small Company Value Trust and Putnam Investment
Management, Inc. ("Putnam") as subadviser to the Global Equity Trust. Neither T.
Rowe Price nor Putnam is an affiliate of the Adviser (other than by reason of
serving as a subadviser to a Portfolio).

The Trust has received an order from the Securities and Exchange Commission
(the "Commission") permitting it to enter into subadvisory agreements appointing
subadvisers that are not affiliates of the Adviser (other than by reason of
serving as a subadviser to a Portfolio) and to change the terms of such
agreements without shareholder approval. The Trust, therefore, is able to change
subadvisers from time to time without the expense and delays associated with
obtaining shareholder approval of the change. However, a condition of this order
is that notice be sent to shareholders informing them of new agreements.
Therefore, this Information Statement is being supplied to shareholders to
inform them about the new subadvisory agreements described above and will be
mailed on or about May 1, 2001.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Definition of a Majority of Outstanding Voting Securities. As used in this
Information Statement, the vote of a "Majority of the Outstanding Voting
Securities" means the affirmative vote of the lesser of:

(1) 67% or more of the voting securities of the Trust or a Portfolio, as
applicable, present at a Meeting, if the holders of more than 50% of the
outstanding voting securities of the Trust or a Portfolio, as applicable,
are present in person or by proxy or
(2) more than 50% of the outstanding voting securities of the Trust or a
Portfolio, as applicable.

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NEW SUBADVISORY AGREEMENT
WITH T. ROWE PRICE ASSOCIATES, INC.

APPROVAL OF NEW SUBADVISORY AGREEMENT

Prior to April 30, 2001, AXA Rosenberg Investment Management LLC ("AXA"),
located at Four Orinda Way, Suite 300E, Orinda, California 94563, was the
subadviser to the Small Company Value Trust pursuant to a subadvisory agreement
with the Adviser dated January 1, 1999 (the "AXA Subadvisory Agreement").

On April 5-6, 2001, the Board, including the Disinterested Trustees, voted
to accept the resignation of AXA as subadviser to the Small Company Value Trust
and to approve a new subadvisory agreement between the Adviser and T. Rowe Price
with respect to the Small Company Value Trust (the "TRP Subadvisory Agreement").
Effective April 30, 2001, T. Rowe Price succeeded AXA as subadviser to that
Portfolio. T. Rowe Price is also subadviser to each of the Science & Technology
Trust, the Blue Chip Growth Trust, the Equity-Income Trust and the Health
Sciences Trust pursuant to the terms of the TRP Subadvisory Agreement.

In addition, due to the change in subadviser, the Board on April 5-6, 2001
unanimously approved changing certain non-fundamental policies of the Small
Company Value Trust to reflect the management style of T. Rowe Price. T. Rowe
Price will, under normal market conditions, invest the Portfolio's assets
primarily in small companies whose common stocks are believed to be undervalued.
Normally, the Portfolio will invest at least 65% of its total assets in
companies with market capitalizations that do not exceed the maximum market
capitalization of any security in the Russell 2000 Index at the time of
purchase. While most assets will be invested in U.S. companies, the Portfolio
may purchase other securities, including foreign securities, futures and
options.

MANAGEMENT AND CONTROL OF T. ROWE PRICE

T. Rowe Price Associates, Inc., whose address is at 100 East Pratt Street,
Baltimore, Maryland 21202, was founded in 1937 by the late Thomas Rowe Price,
Jr. T. Rowe Price Group, Inc., a publicly traded financial services holding
company, owns 100% of the stock of T. Rowe Price. As of December 31, 2000, T.
Rowe Price and its affiliates manage over $166.7 billion for over eight million
individual and institutional investor accounts. T. Rowe Price is registered as
an investment adviser under the Investment Advisers Act of 1940, as amended (the
"Adviser's Act").

For information regarding the principal executive officers and directors of
T. Rowe Price, see Exhibit A hereto.

DESCRIPTION OF NEW TRP AND OLD AXA SUBADVISORY AGREEMENTS

While the provisions of the new TRP Subadvisory Agreement are substantially
identical to the provisions of the old AXA Subadvisory Agreement, a number of
the differences between the agreements are noted below. The rate of subadvisory
fees payable under the new TRP Subadvisory Agreement is higher at certain asset
levels than, and is the same at certain other asset levels as, the rate of
subadvisory fees payable under the old AXA Subadvisory Agreement.

Management Services. Under the terms of the old AXA Subadvisory Agreement
and the new TRP Subadvisory Agreement (collectively, the "Subadvisory
Agreements"), AXA managed, and T. Rowe Price manages, the investment of the
assets of the Small Company Value Trust, subject to the supervision of the Board
of Trustees. The Subadviser formulates a continuous investment program for the
Portfolio consistent with the Portfolio's investment objectives and policies.
The Subadviser implements such programs by purchases and sales of securities and
regularly reports to the Adviser and the Trustees with respect to the
implementation of such programs. The Subadviser, at its expense, furnishes all
necessary investment and

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management facilities, including salaries of personnel required for it to
execute its duties. The Subadviser also furnishes administrative facilities,
including bookkeeping, clerical personnel, and equipment necessary for the
conduct of the investment affairs of the Portfolio.

Advisory and Subadvisory Fees. As compensation for its services as the
Adviser, Manulife Securities receives an advisory fee computed separately for
each Portfolio of the Trust. The fee for each Portfolio is stated as an annual
percentage of the current value of the net assets of the Portfolio and is
accrued and paid daily. The daily fee for each Portfolio is computed by
multiplying the fraction of one over the number of calendar days in the year by
the applicable annual rate for the Portfolio, and multiplying this product by
the value of the net assets of the Portfolio at the close of business on the
previous business day of the Trust. The Small Company Value Trust currently is
obligated to pay the Adviser an advisory fee of 1.050%.

As compensation for its services, the Subadviser receives a fee from the
Adviser computed separately for the Small Company Value Trust. The fee for the
Portfolio is stated as an annual percentage of the current value of the net
assets of the Portfolio and is accrued daily and paid monthly. The daily fee
accrual is computed by multiplying the fraction of one over the number of
calendar days in the year by the applicable annual rate for the Portfolio, and
multiplying this product 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 subadvisory fees that the Adviser was obligated to pay AXA under
the AXA Subadvisory Agreement and is obligated to pay T. Rowe Price under the
TRP 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. APPROVAL OF THE TRP SUBADVISORY AGREEMENT HAS NOT RESULTED IN ANY
INCREASE IN THE RATE OF THE ADVISORY FEES PAYABLE TO MANULIFE SECURITIES, BUT
HAS RESULTED, AT CERTAIN ASSET LEVELS, IN AN INCREASE IN THE RATE OF THE
SUBADVISORY FEES, AND AT CERTAIN OTHER ASSET LEVELS, IN NO CHANGE IN THE RATE OF
THE SUBADVISORY FEES, PAYABLE TO T. ROWE PRICE BY THE ADVISER.

BETWEEN BETWEEN
SMALL COMPANY VALUE TRUST FIRST $50 MILLION AND $200 MILLION AND EXCESS OVER
$50 MILLION $200 MILLION $500 MILLION $500 MILLION

Old AXA Subadvisory Agreement .600% .575% .525% .475%
New TRP Subadvisory Agreement .600% .600% .600% .550%

Voluntary Advisory and Subadvisory Fee Waivers. The Adviser has agreed to
waive a portion of its advisory fee, and T. Rowe Price has agreed to waive a
portion of its subadvisory fee, for the Small Company Value Trust and the four
other Portfolios of the Trust subadvised by T. Rowe Price (the Science &
Technology Trust, the Blue Chip Growth Trust, the Equity-Income Trust and the
Health Sciences Trust). The fee reduction is based on the combined asset level
of these five Portfolios as well as the International Stock Trust which is
subadvised by T. Rowe International, Inc. Once the combined assets exceed
specified amounts, the fee reduction is increased. The percentage fee reduction
for each asset level is as follows:

COMBINED ASSET LEVELS FEE REDUCTION AS A PERCENTAGE OF:
ADVISORY FEE / SUBADVISORY FEE

First $750 million 0.0% 0.0%
Between $750 million and $1.5 billion 2.5% 5.0%
Between $750 million and $1.5 billion 3.75% 7.5%
Over $3.0 billion 5.0% 10.0%

The applicable fee reductions are applied to the advisory and subadvisory fees
of each of the five Portfolios. Each of the Adviser and T. Rowe Price may
terminate its voluntary waivers at any time.

Approval, Amendment and Termination. The Subadvisory Agreements require
approval of the agreements as to the Portfolio by the Board (including a
majority of the Disinterested Trustees) and will continue in effect as to the
Portfolio for a period 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

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Majority of the Outstanding Voting Securities of the Trust, provided that in
either event such continuance will also be approved by the vote of the majority
of the Disinterested Trustees.

The Subadvisory Agreements may be amended by the Adviser and the Subadviser
provided such amendment is specifically approved by the vote of a majority of
the Trustees, including a majority of the Disinterested Trustees, cast in person
at a meeting called for the purpose of voting on such approval.

Any required shareholder approval of any continuance of or amendment to the
Subadvisory Agreements will be effective with respect to any Portfolio if a
Majority of the Outstanding Voting Securities of that Portfolio votes to approve
such continuance or amendment, even if such continuance or amendment may not
have been approved by a majority of the outstanding voting securities of (a) any
other Portfolio affected by the Agreement or (b) all of the Portfolios of the
Trust.

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 any Portfolio, a Majority of the Outstanding Voting
Securities of the Portfolio;
- the Adviser, or
- the Subadviser.

The Subadvisory Agreements will automatically terminate, without the payment of
any penalty, in the event of their assignment or in the event the Advisory
Agreement between the Trust and Manulife Securities terminates for any reason.

EVALUATION BY THE BOARD OF TRUSTEES

At its meeting held on April 5-6, 2001, the Board of Trustees, including a
majority of the Disinterested Trustees, approved the TRP Subadvisory Agreement.

In evaluating the TRP Subadvisory Agreement, the Board considered numerous
factors, including:

(i) the nature and quality of the services to be provided by T. Rowe
Price,
(ii) performance information regarding the Small Company Value Trust
relative to funds with similar objectives and policies,
(iii) the cost and expected profitability to T. Rowe Price, including any
affiliates of T. Rowe Price, of providing portfolio management
services to the Small Company Value Trust, and
(iv) whether the proposed subadvisory fee, including breakpoints, and the
expense ratio of the Small Company Value Trust would be consistent
with the fees and expense ratios of other comparable portfolios.

At the meeting held on April 5-6, 2001, the Board was provided with an
analysis of its fiduciary obligations, reviewed its fiduciary duties and
discussed the information provided regarding T. Rowe Price. Representatives of
T. Rowe Price gave a presentation and responded to questions from the Trustees.
There was an extended discussion of, and questioning about, T. Rowe Price's
plans for the Small Company Value Trust. Throughout the review process, the
Disinterested Trustees had the assistance of independent legal counsel.

SUBADVISORY FEES PAID

For the year ended December 31, 2000, the Adviser paid AXA subadvisory fees
with respect to the Small Company Value Trust of $590,170 (0.587% of average net
assets). If the TRP Subadvisory Agreement had been in effect for the year ended
December 31, 2000, the Adviser would have paid T.

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Rowe Price $612,788 (0.610% of average net assets), an increase of $22,618 from
the subadvisory fee paid to AXA for the year ended December 31, 2000.

ADVISORY FEES PAID

For the year ended December 31, 2000, the Small Company Value Trust paid
the Adviser advisory fees of $1,054,874 (1.050% of average net assets), of which
$464,704 (0.463% of average net assets) was retained by the Adviser after
payment of the subadvisory fee for the Small Company Value Trust.

OWNERSHIP OF THE TRUST

For information regarding the shareholders and ownership of the Trust, see
"ADDITIONAL INFORMATION" below.

BROKERAGE TRANSACTIONS

A description of the portfolio brokerage policies applicable to the Small
Company Value Trust is set forth under "ADDITIONAL INFORMATION" below.

OTHER INVESTMENT COMPANIES ADVISED BY T. ROWE PRICE

T. Rowe Price currently acts as adviser or subadviser to a number of other
registered investment companies having similar investment objectives and
policies to those of the Small Company Value Trust. The size of each of these
funds and the rate of T. Rowe Price's compensation for each fund are as follows:

FUND ASSETS AS OF 12/31/00 FEE RATE

T. Rowe Price Small-Cap Value Fund, Inc. $1.362 billion 0.35% (individual fee)*
0.32% (group fee)*
John Hancock Variable Series TrustI: Small Cap $122 million 0.60%**
Value Portfoloi

* For its services to the T. Rowe Price Small-Cap Value Fund, Inc., T. Rowe
Price is paid a management fee consisting of two elements: a "group" fee and an
"individual" fee. The "group" fee varies based on the combined net assets of
certain funds managed or distributed by T. Rowe Price and certain of its
affiliates.

** Subadvisory Fee.

PRIOR BOARD AND SHAREHOLDER APPROVAL OF AXA SUBADVISORY AGREEMENT

The AXA Subadvisory Agreement was most recently approved by the Board of
Trustees at a meeting held September 28-29, 2000 in connection with the annual
renewal of the agreement. Pursuant to the order of the Commission received by
the Trust which is discussed above under "SUMMARY," no shareholder approval was
required for the AXA Subadvisory Agreement.

NEW SUBADVISORY AGREEMENT
WITH PUTNAM INVESTMENT MANAGEMENT, INC.

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APPROVAL OF NEW SUBADVISORY AGREEMENT

Prior to April 30, 2001, Morgan Stanley Asset Management ("MSAM"), located
at 1221 Avenue of the Americas, New York, New York 10020, was the subadviser to
the Global Equity Trust pursuant to a subadvisory agreement with the Adviser
dated October 1, 1996 (the "MSAM Subadvisory Agreement").

On April 5-6, 2001, the Board, including the Disinterested Trustees, voted
to accept the resignation of MSAM as subadviser to the Global Equity Trust and
to approve a subadvisory agreement between the Adviser and Putnam with respect
to the Global Equity Trust (the "Putnam Subadvisory Agreement"). Effective April
30, 2001, Putnam succeeded MSAM as subadviser to that Portfolio. Putnam is also
subadviser to the Mid Cap Opportunities Trust pursuant to the terms of the
Putnam Subadvisory Agreement.

In addition, due to the change in subadviser, the Board on April 5-6, 2001
unanimously approved changing certain non-fundamental policies of the Global
Equity Trust to reflect the management style of Putnam. Putnam will, under
normal market conditions, invest at least 65% of the Portfolio's total assets in
equity securities of companies in at least three different countries, including
the U.S. Putnam looks for companies with stock prices that it believes reflect a
lower value than the value Putnam places on the business and for factors that it
believes will cause stock prices to increase toward the latter value. The
Portfolio may invest in companies of any size but emphasizes mid- and
large-capitalization companies.

MANAGEMENT AND CONTROL OF PUTNAM

Putnam is located at One Post Office Square, Boston, Massachusetts 02109
and is registered as an investment adviser under the Advisers Act. Putnam is one
of America's oldest and largest money management firms and has been managing
mutual funds since 1937. Putnam is a subsidiary of Putnam Investments, Inc., a
holding company which is, except for a minority stake owned by employees, owned
by Marsh & McLennan Companies, Inc., a publicly owned holding company whose
principal businesses are international insurance and resinsurance brokerage,
employee benefit consulting and investment management. The executive offices of
Marsh & McLennan Companies are located at 1166 Avenue of the Americas, New York,
New York 10036. At December 31, 2000, Putnam and its affiliates managed more
than $370 billion in assets.

For information regarding the principal executive officers and directors of
Putnam, see Exhibit A hereto.

DESCRIPTION OF NEW PUTNAM AND OLD MSAM SUBADVISORY AGREEMENTS

While the provisions of the new Putnam Subadvisory Agreement are
substantially similar to the provisions of the old MSAM Subadvisory Agreement, a
number of the differences between the agreements are noted below. The rate of
subadvisory fees payable under the new Putnam Subadvisory Agreement is higher at
certain asset levels than, lower at certain other asset levels than, and the
same at certain other asset levels as, the rate of subadvisory fees payable
under the old MSAM Subadvisory Agreement.

Management Services. Under the terms of the old MSAM Subadvisory Agreement
and the new Putnam Subadvisory Agreement (collectively, the "Subadvisory
Agreements"), MSAM managed, and Putnam manages, the investment of the assets of
the Global Equity Trust, subject to the supervision of the Board of Trustees
(Putnam and MSAM will be referred to collectively as the "Subadviser"). The
Subadviser formulates a continuous investment program for the Portfolio
consistent with the Portfolio's investment objectives and policies. The
Subadviser implements such programs by purchases and sales of securities and
regularly reports to the Adviser and the Trustees of the Trust with respect to
the implementation of such programs. The Subadviser, at its expense, furnishes
all necessary investment and management facilities, including salaries of
personnel required for it to execute its duties. The Subadviser also furnishes

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administrative facilities, including bookkeeping, clerical personnel, and
equipment necessary for the conduct of the investment affairs of the Portfolio.

Advisory and Subadvisory Fees. As compensation for its services as the
Adviser, Manulife Securities receives an advisory fee computed separately for
each Portfolio of the Trust. The fee for each Portfolio is stated as an annual
percentage of the current value of the net assets of the Portfolio and is
accrued and paid daily. The daily fee for each Portfolio is computed by
multiplying the fraction of one over the number of calendar days in the year by
the applicable annual rate for the Portfolio, and multiplying this product by
the value of the net assets of the Portfolio at the close of business on the
previous business day of the Trust. The Global Equity Trust currently is
obligated to pay the Adviser an advisory fee of 0.90%.

As compensation for its services, the Subadviser 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 and is accrued daily and paid monthly. The daily fee accrual is
computed by multiplying the fraction of one over the number of calendar days in
the year by the applicable annual rate for the Portfolio, and multiplying this
product 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
subadvisory fees that the Adviser was obligated to pay MSAM under the MSAM
Subadvisory Agreement and is obligated to pay Putnam under the Putnam
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. APPROVAL OF THE PUTNAM SUBADVISORY AGREEMENT HAS NOT RESULTED IN ANY
INCREASE IN THE RATE OF THE ADVISORY FEES PAYABLE TO MANULIFE SECURITIES, BUT
HAS RESULTED, AT CERTAIN ASSET LEVELS, IN AN INCREASE IN THE RATES OF
SUBADVISORY FEES, AND AT CERTAIN OTHER ASSET LEVELS, IN NO CHANGE OR A DECREASE
IN THE RATE OF THE SUBADVISORY FEES PAYABLE TO PUTNAM BY THE ADVISER.

BETWEEN BETWEEN
FIRST $50 MILLION AND $200 MILLION AND EXCESS OVER
GLOBAL EQUITY TRUST $50 MILLION $200 MILLION $500 MILLION $300 MILLION

Old MSAM Subadvisory Agreement .500% .450% .375% .325%

BETWEEN
FIRST $150 MILLION AND EXCESS OVER
$150 MILLION $300 MILLION $300 MILLION

New Putnam Subadvisory Agreement .500% .450% .350%

Approval, Amendment and Termination. The old MSAM Subadvisory Agreement
required approval of the agreement as to the Portfolio by both the Board
(including a majority of the Disinterested Trustees) and a majority of the
outstanding voting securities of the Portfolio. The new Putnam Subadvisory
Agreement requires only approval of the Board (including a majority of the
Disinterested Trustees).

The Subadvisory Agreements provide that they will continue in effect as to
the Portfolio for a period 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 will
also be approved by the vote of the majority of the Disinterested Trustees.

The old MSAM Subadvisory Agreement could be amended by the Adviser and
MSAM, provided such amendment was specifically approved by the vote of both a
majority of the Board, including a majority of the Disinterested Trustees, cast
in person at a meeting called for the purpose of voting on such approval, and a
Majority of the Outstanding Voting Securities of the Portfolios of the Trust
affected by the amendment. The new Putnam Subadvisory Agreement may be amended
by the Adviser and Putnam provided such amendment is specifically approved by
the vote of a majority of the Board, including a majority of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting on such
approval.

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- the Trustees of the Trust;
- with respect to any Portfolio, a Majority of the Outstanding Voting
Securities of the Portfolio;
- the Adviser, or
- the Subadviser.

The Subadvisory Agreements will automatically terminate, without the payment of
any penalty, in the event of their assignment. The new Putnam Subadvisory
Agreement will also automatically terminate in the event the Advisory Agreement
between the Trust and Manulife Securities terminates for any reason.

EVALUATION BY THE BOARD OF TRUSTEES

At its meeting held on April 5-6, 2001, the Board of Trustees, including a
majority of the Disinterested Trustees, approved the Putnam Subadvisory
Agreement.

In evaluating the Putnam Subadvisory Agreement, the Board considered
numerous factors, including:

(i) the nature and quality of the services to be provided by Putnam,
(ii) performance information regarding the Global Equity Trust relative to
funds with similar objectives and policies,
(iii) the cost and expected profitability to Putnam, including any
affiliates of Putnam, of providing portfolio management services to
the Global Equity Trust, and
(iv) whether the proposed subadvisory fee, including breakpoints, and the
expense ratio of the Global Equity Trust would be consistent with the
fees and expense ratios of other comparable portfolios.

At the meeting held on April 5-6, 2001, the Board was provided with an
analysis of its fiduciary obligations, reviewed its fiduciary duties and
discussed the information provided regarding Putnam. Representatives of Putnam
gave a presentation and responded to questions from the Trustees. There was an
extended discussion of, and questioning about, Putnam's plans for the Global
Equity Trust. Throughout the review process, the Disinterested Trustees had the
assistance of independent legal counsel.

SUBADVISORY FEES PAID

For the year ended December 31, 2000, the Adviser paid MSAM subadvisory
fees with respect to the Global Equity Trust of $2,823,924 (0.383% of average
net assets). If the Putnam Subadvisory Agreement had been in effect for the year
ended December 31, 2000, the Adviser would have paid Putnam subadvisory fees
with respect to the Global Equity Trust of $2,958,457 (0.401%) of average net
assets) an increase of $134,533 from the subadvisory fee paid to MSAM for the
year ended December 31, 2000.

ADVISORY FEES PAID

For the year ended December 31, 2000, the Global Equity Trust paid the
Adviser advisory fees of $6,643,176 (0.900% of average net assets), of which
$3,819,252 (0.517% of average net assets) was retained by the Adviser after
payment of the subadvisory fee for the Global Equity Trust.

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OWNERSHIP OF THE TRUST

For information regarding the shareholders and ownership of the Trust, see
"ADDITIONAL INFORMATION" below.

BROKERAGE TRANSACTIONS

A description of the portfolio brokerage policies applicable to the Global
Equity Trust is set forth under "ADDITIONAL INFORMATION" below.

OTHER INVESTMENT COMPANIES ADVISED BY PUTNAM

Putnam currently acts as adviser or subadviser to a number of other
registered investment companies having similar investment objectives and
policies to those of the Global Equity Trust. The size of each of these funds
and the rate of Putnam's compensation for each fund are as follows:

FUND ASSETS AS OF 12/31/00 FEE RATE FOR EACH LISTED FUND

Putnam Global Equity Fund $1.309 billion 0.80% of first $500 million; 0.70%
of next $500 million; 0.65% of next
$500 million; 0.60% of next $5
billion; 0.575% of next $5 billion;
0.555% of next $5 billion; 0.54% of
next $5 billion; 0.53% of next $5
billion; 0.52% of next $5 billion;
0.51% of next $5 billion; 0.50% of
next $5 billion; 0.49% of next $5
billion; 0.48% of next $8.5 billion;
and 0.47% above $55 billion.*

*Advisory Fee.

PRIOR BOARD AND SHAREHOLDER APPROVAL OF MSAM SUBADVISORY AGREEMENT

The MSAM Subadvisory Agreement was most recently approved by the Board of
Trustees at a meeting held on September 28-29, 2000. The MSAM Subadvisory
Agreement was most recently approved by shareholders of the Global Equity Trust
on October 1, 1996 in connection with the initial appointment of MSAM as
subadviser.

ADDITIONAL INFORMATION

OWNERSHIP OF THE TRUST

The Trust does not sell its shares directly to the public, but sells its
shares generally only to insurance companies and their separate accounts as the
underlying investment medium for variable annuity and life contracts
("contracts"). As of December 31, 2000, the shares of the Trust, including the
shares of the Small Company Value Trust and the Global Equity Trust, were
legally owned by: (i) The Manufacturers Life Insurance Company of North America
("Manulife North America"), (ii) The Manufacturers Life Insurance Company of New
York ("Manulife New York"), (iii) The Manufacturers Life Insurance Company of
America ("Manufacturers America") and (iv) The Manufacturers Life Insurance
Company (U.S.A.) ("Manufacturers U.S.A."). The parent of each of Manulife North
America, Manulife New York, Manufacturers America and Manufacturers U.S.A. is
The Manufacturers Life Insurance Company ("Manulife"), a Canadian stock life
insurance company. Manulife and its subsidiaries are wholly owned by Manulife
Financial Corporation, collectively known as Manulife Financial. The principal
offices of Manulife Financial are located at 200 Bloor Street East, Toronto,
Ontario, Canada M4W1E5.

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Manulife North America. Manulife North America is a stock life insurance
company organized under the laws of Delaware whose principal address is 500
Boylston Street, Suite 400, Boston, Massachusetts 02116. Manulife North America
holds shares of the Trust directly and attributable to variable annuity
contracts in The Manufacturers Life Insurance Company of North America Separate
Account A and 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. Manulife New York is a stock life insurance company
organized under the laws of New York whose principal address is 100 Summit Lake
Drive, Second Floor, Valhalla, New York 10595. Manulife New York holds shares of
the Trust directly and attributable to variable annuity contracts in The
Manufacturers Life Insurance Company of New York Separate Account A and 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, as
well as in an unregistered separate account.

Manufacturers America. Manufacturers America is a stock life insurance
company originally organized under the laws of Pennsylvania and redomesticated
under the laws of Michigan in 1992 whose principal address is 200 Bloor Street
East, Toronto, Ontario, Canada M4W 1E5. Manufacturers America holds shares of
the Trust directly and attributable to variable annuity contracts in Separate
Account Two of The Manufacturers Life Insurance Company of America and variable
life contracts in Separate Accounts Three and Four, all of which are separate
accounts registered under the 1940 Act. [SEPARATE ACCOUNT ONE?]

Manufacturers U.S.A. Manufacturers U.S.A. is a stock life insurance company
originally organized under the laws of Maine and redomesticated under the laws
of Michigan in 1992 whose principal address is 200 Bloor Street East, Toronto,
Ontario, Canada M4W 1E5. Manufacturers U.S.A. holds shares of the Trust in
various unregistered separate accounts that are made available exclusively to
qualified plans.

PORTFOLIO BROKERAGE

Pursuant to the subadvisory agreements for each of the Trust Portfolios,
the subadvisers are responsible for placing all orders for the purchase and sale
of portfolio securities of the Trust. The subadvisers have no formula for the
distribution of the Trust'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 applicable portfolio of the Trust. The
cost of securities transactions for each Portfolio will consist primarily of
brokerage commissions or dealer or underwriter spreads. Fixed-income securities
and money market instruments are generally traded on a net basis and do not
normally involve either brokerage commissions or transfer taxes.

Occasionally, securities may be purchased directly from the issuer. For
securities traded primarily in the over-the-counter market, the subadvisers
will, where possible, deal directly with dealers who make a market in the
securities unless better prices and execution are available elsewhere. Such
dealers usually act as principals for their own account.

Selection of Brokers or Dealers to Effect Trades

In selecting broker/dealers through whom to effect transactions, the
subadvisers 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,
- difficulty of execution, and
- brokerage and research services provided.

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Consideration of these factors by a subadviser, either in terms of a
particular transaction or the subadviser's overall responsibilities with respect
to the Trust and any other accounts managed by the subadviser, could result in
the applicable portfolio of the Trust paying a commission or spread on a
transaction that is in excess of the amount of commission or spread another
broker/dealer might have charged for executing the same transaction.

Soft Dollar Considerations

In selecting brokers or dealers, the subadvisers 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, a subadviser may use a broker whose commission in effecting the
transaction is higher than that of some other broker if the subadviser
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 the subadviser's
overall responsibilities with respect to the Trust and any other accounts
managed by the subadviser. A subadviser may receive products or research that
are used for both research and other purposes, such as administration or
marketing. In such case, the subadviser will make a good faith determination as
to the position attributable to research. Only the portion attributable to
research will be paid through Trust brokerage. The portion not attributable to
research will be paid by the subadviser.

Brokerage and research services provided by brokers or dealers include
advice, either directly or through publications or writings, as to:

- the value of securities,
- the advisability of purchasing or selling securities,
- the availability of securities or purchasers or sellers of securities,
and
- analyses and reports concerning (a) issuers, (b) industries, (c)
securities, (d) economic, political and legal factors and trends and
(e) portfolio strategy.

Research services are received primarily in the form of written reports,
computer generated services, telephone contacts and personal meetings with
security analysts. In addition, such services may be provided in the form of
meetings arranged with corporate and industry spokespersons, economists,
academicians and government representatives. In some cases, research services
are generated by third parties but are provided to the subadviser by or through
a broker.

To the extent research services are used by the subadvisers in rendering
investment advice to the Trust, such services would tend to reduce the
subadvisers' expenses. However, the subadvisers do not believe that an exact
dollar value can be assigned to these services. Research services received by
the subadvisers from brokers/dealers executing transactions for the Trust will
be available also for the benefit of other portfolios managed by the
subadvisers.

Sales Volume Considerations

Consistent with the foregoing considerations and the Rules of Fair Practice
of the NASD, sales of contracts for which the broker or dealer or an affiliate
thereof is responsible may be considered as a factor in the selection of such
brokers or dealers. A higher cost broker or dealer will not be selected,
however, solely on the basis of sales volume, but will be selected in accordance
with the criteria set forth above.

"Step Out" Transactions. A subadviser may execute an entire transaction
with one broker to obtain best execution of the order and allocate a portion of
the transaction and related commission to another broker in connection with
provision of nonexecution services.

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Brokerage Commissions Paid to Affiliated Brokers

For the year ended December 31, 2000, the following brokers were affiliated
brokers of the listed Portfolios.

Broker Portfolio Explanation
- --------------------------------------------- -------------------------------- -------------------------------------

Nomura Securities Small Company Value Trust Affiliated brokers due to the
Nomura Securities International position of AXA Rosenberg
DLJ Investment Management LLC as
Paribas subadviser to this Portfolio.
BNP Securities
Morgan Stanley & Co. Inc. Global Equity Trust Affiliated brokers due to the
Morgan Stanley International Limited position of Morgan Stanley Asset
Dean Witter Reynolds, Inc. Management as subadviser to the
Discover Brokerage Direct, Inc. Global Equity Trust.
AB Asesores

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Commissions Paid to Morgan Stanley & Co., Incorporated
For the year ended December 31, 2000, brokerage commissions were paid as
follows to MORGAN STANLEY & CO., INCORPORATED:

% of Aggregate
% of Portfolio's Brokerage $ Amount of
Commissions Represented Transactions
Portfolio Commissions for the Period for the Period
- -----------------------------------------------------------------------------------------------------------------

Year ended December 31, 2000:
Global Equity Trust....................... $17,981 1.24% 0.00%

Commissions Paid to Morgan Stanley International
For the year ended December 31, 2000, brokerage commissions were paid as
follows to MORGAN STANLEY INTERNATIONAL:

Year ended December 31, 2000:
Global Equity Trust....................... $36,403 2.50% 0.01%

Commissions Paid to DLJ
For the year ended December 31, 2000, brokerage commissions were paid to
DLJ as follows:

Year ended December 31, 2000:
Small Company Value Trust................. $5,256 1.24% 0.00%

For the years ended December 31, 2000, brokerage commissions were paid to
BNP SECURITIES by the Small Company Value Trust as follows:

Year ended December 31, 2000:
Small Company Value Trust................. $234 0.06% 0.00%

OTHER MATTERS

The Trust will furnish, without charge, a copy of the Trust's annual report
for the fiscal year ended December 31, 2000 to any shareholder upon request. To
obtain a report, please contact the Trust by calling (800) 344-1029 or by
writing to the Trust at 73 Tremont Street, Boston, Massachusetts 02108, Attn:
Gordon Shone.

Manufacturers Securities Services, LLC ("Manulife Securities"), 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, Manulife Securities and an
affiliated broker dealer serve as principal underwriter of certain contracts
issued by affiliates of the Trust.

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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 Manulife Securities.

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EXHIBIT A

EXECUTIVE OFFICERS AND DIRECTORS OF SUBADVISERS

T. ROWE PRICE ASSOCIATES, INC.

T. Rowe Price Associates, Inc. is a wholly owned subsidiary of T. Rowe
Price Group, Inc., a publicly traded financial services holding company. The
principal executive officers and directors of T. Rowe Price Associates, Inc.,
and their principal occupations are shown below. The business address of each
such person is 100 East Pratt Street, Baltimore, Maryland 21202.

NAME AND ADDRESS POSITION WITH T. ROWE PRICE PRINCIPAL OCCUPATION
ASSOCIATES, INC.

George A. Roche Chief Executive Officer, Chairman of the Board, President,
Chairman of the Board, and Director, and Managing Director of T. Rowe
President Price Group, Inc.; President, Director and
Managing Director of T. Rowe Price
Associates, Inc.; Chairman of the Board of
TRP Finance, Inc.; Director of T. Rowe
Price International, T. Rowe Price
Retirement Plan Services, Inc., and T.
Rowe Price Strategic Partners, Inc., and
Director and Vice President of T. Rowe
Price Threshold Fund Associates, Inc., TRP
Suburban Second, Inc., and TRP Suburban,
Inc.

James A. C. Kennedy III Director Director and Managing Director of T. Rowe
Price Group, Inc., and T. Rowe Price
Associates, Inc.; President and Director
of T. Rowe Price Strategic Partners
Associates, Inc.; Director and Vice
President of T. Rowe Price Threshold Fund
Associates, Inc.

William T. Reynolds Director Director and Managing Director of T. Rowe
Price Group, Inc., and T. Rowe Price
Associates, Inc.; Chairman of the Board of
T. Rowe Price Stable Asset Management,
Inc.; Director of TRP Finance, Inc.

James S. Riepe Director Vice-Chairman of the Board, Director, and
Managing Director of T. Rowe Price Group,
Inc.; Director and Managing Director of T.
Rowe Price Associates, Inc.; Chairman of
the Board and President of T. Rowe Price
Trust Company; Chairman of the Board of T.
Rowe Price (Canada), Inc., T. Rowe Price
Investment Services, Inc., T. Rowe Price
Investment Technologies, Inc., T. Rowe
Price Retirement Plan Services, Inc., and
T. Rowe Price Services, Inc.; Director of
T. Rowe Price International, T. Rowe Price
Insurance Agency, Inc., and TRPH
Corporation; Director and President of TRP
Distribution, Inc., TRP Suburban Second,
Inc., and TRP Suburban, Inc.; and Director
and Vice President of T. Rowe Price Stable
Asset Management, Inc.

M. David Testa Director Vice Chairman of the Board, Director, and

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Managing Director of T. Rowe Price Group,
Inc.; Director, Chief Investment Officer,
and Managing Director of T. Rowe Price
Associates, Inc.; Director, T. Rowe Price
International; President and Director of
T. Rowe Price (Canada), Inc.; Director and
Vice President of T. Rowe Price Trust
Company; and Director of TRPH Corporation.

Edward C. Bernard Director Director and Managing Director of T. Rowe
Price Group, Inc., and T. Rowe Price
Associates, Inc.; Director and President
of T. Rowe Price Insurance Agency, Inc.
and T. Rowe Price Investment Services,
Inc.; Director of T. Rowe Price Services,
Inc.; Vice President of TRP Distribution,
Inc.

Cristina Wasiak Chief Financial Officer Managing Director of T. Rowe Price.

The principal executive officers and directors of T. Rowe Price Group, Inc.
and their principal occupations are shown below. The business address of each
such person, unless otherwise stated, is 100 East Pratt Street, Baltimore,
Maryland 21202.

NAME AND ADDRESS POSITION WITH T. ROWE PRICE PRINCIPAL OCCUPATION
GROUP, INC.

James E. Halbkat, Jr. Director President of U.S. Monitor Corporation, a
P.O. Box 23109 provider of public response systems.
Hilton Head Island, SC
29925

Donald B. Hebb, Jr. Director Managing General Partner, ABS Capital
One South Street Partners, a venture capital firm.
25th Floor
Baltimore, MD 21202

Richard L. Menschel Director Limited Partner of The Goldman Sachs
85 Broad Street, 2nd Floor Group, L.P., an investment banking firm.
New York, N.Y. 10004

Robert L. Strickland Director Director, and as of January 31, 1998,
2000 W. First Street Chairman Emeritus of Lowe's Companies,
Suite 604 Inc., a retailer of home supplies, as of
January 31, 1998; and

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Winston-Salem, NC 27104 Director of He is a Director of Hannaford
Bros., Co., a food retailer; and Krispy
Kreme Doughnuts, Inc.

Anne Marie Whittemore Director Partner of the law firm of McGuire, Woods,
One James Center Battle & Boothe L.L.P.; and Director of
Richmond, VA 23219 Owens & Minor, Inc., Fort James
Corporation and Albemarle Corporation.

Henry H. Hopkins Director Director and Managing Director of T. Rowe
Price Group, Inc.; Managing Director of T.
Rowe Price Associates, Inc.; Director of
T. Rowe Price Insurance Agency, Inc.; Vice
President and Director of T. Rowe Price
(Canada), Inc., T. Rowe Price Investment
Services, Inc., T. Rowe Price Services,
Inc., T. Rowe Price Threshold Fund
Associates, Inc., T. Rowe Price Trust
Company, TRP Distribution, Inc., and TRPH
Corporation; Director of T. Rowe Price
Insurance Agency, Inc.; Vice President of
T. Rowe Price International, T. Rowe Price
Real Estate Group, Inc., T. Rowe Price
Retirement Plan Services, Inc., T. Rowe
Price Stable Asset Management, Inc., and
T. Rowe Price Strategic Partners
Associates, Inc.

John H. LaPorte, Jr. Director Director and Managing Director of T. Rowe
Price Group, Inc.; Managing Director of T.
Rowe Price Associates, Inc.

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Management, Inc.

Brian C. Rogers Director Director and Managing Director of T. Rowe
Price Group, Inc.; Managing Director of T.
Rowe Price Associates, Inc.; Vice
President of T. Rowe Price Trust Company.

M. David Testa Director Vice Chairman of the Board, Director, and
Managing Director of T. Rowe Price Group,
Inc.; Director, Chief Investment Officer,
and Managing Director of T. Rowe Price
Associates, Inc.; Director, T. Rowe Price
International; President and Director of
T. Rowe Price (Canada), Inc.; Director and
Vice President of T. Rowe Price Trust
Company; and Director of TRPH Corporation.

Martin G. Wade Director Director and Managing Director of T. Rowe
Price Group, Inc.; Managing Director of T.
Rowe Price Associates, Inc.; Chairman of
T. Rowe Price International.

Cristina Wasiak Chief Financial Officer Managing Director of T. Rowe Price.

Michael A. Goff Executive Officer Managing Director of T. Rowe Price Group,
Inc., and T. Rowe Price Associates, Inc.;
Director and the President of T. Rowe
Price Investment Technologies, Inc.

Charles E. Vieth Executive Officer Managing Director of T. Rowe Price Group,
Inc., and T. Rowe Price Associates, Inc.;
Director and President of T. Rowe Price
Retirement Plan Services, Inc.; Director
and Vice President of T. Rowe Price
Investment Services, Inc. and T. Rowe
Price Services, Inc.; Vice President of T.
Rowe Price (Canada), Inc., T. Rowe Price
Trust Company, and TRP Distribution, Inc.

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PUTNAM INVESTMENT MANAGEMENT, INC.

The principal executive officers and directors of Putnam and their
principal occupations are shown below. The business address of each such person,
unless otherwise stated, is One Post Office Square, Boston, Massachusetts 02109.

NAME AND ADDRESS POSITION WITH PUTNAM PRINCIPAL OCCUPATION

Lawrence J. Lasser Chairman, President, and Chief President, Chief Executive Officer and
Executive Officer Director of Putnam and Putnam
Investments, LLC

Gordon H. Silver Director and Senior Managing Senior Administrative Officer of Putnam
Director Investments, LC

Ian C. Ferguson Senior Managing Director and Head of Investments, Putnam Investments,
Head of Investments LLC

Steven M. Oristaglio Senior Managing Director and Deputy Head of Investments, Putnam
Deputy Head of Investments Investments, LLC

Irene M. Esteves Senior Managing Director and Senior Managing Director and Chief
Chief Financial Officer Financial Officer of Putnam Investments, LLC

William H. Woolverton Managing Director, Chief Legal Chief Legal Officer and Chief Compliance
Officer and Chief Compliance Officer of Putnam Investments, LLC
Officer

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EXHIBIT B

T. ROWE PRICE SUBADVISORY AGREEMENT

MANUFACTURERS INVESTMENT TRUST
SUBADVISORY AGREEMENT

AGREEMENT made this 28th day of January, 1999, between Manufacturers
Securities Services, LLC, a Delaware limited liability company (the "Adviser"),
and T. Rowe Price Associates, Inc., a Maryland Corporation (the "Subadviser").
In consideration of the mutual covenants contained herein, the parties agree as
follows:

1. APPOINTMENT OF SUBADVISER

The Subadviser undertakes to act as investment subadviser to, and, subject
to the supervision of the Trustees of Manufacturers Investment Trust (the
"Trust") and the terms of this Agreement, to manage the investment and
reinvestment of the assets of the Portfolios specified in Appendix A to this
Agreement as it shall be amended by the Adviser and the Subadviser from time to
time (the "Portfolios"). The Subadviser will be an independent contractor and
will have no authority to act for or represent the Trust or Adviser in any way
except as expressly authorized in this Agreement or another writing by the Trust
and Adviser.

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

a. Subject always to the direction and control of the Trustees of the Trust,
the Subadviser will manage the investments and determine the composition of
the assets of the Portfolios in accordance with the Portfolios'
registration statement, as amended. In fulfilling its obligations to manage
the investments and reinvestments of the assets of the Portfolios, the
Subadviser will:

i. obtain and evaluate pertinent economic, statistical, financial and
other information affecting the economy generally and individual
companies or industries the securities of which are included in the
Portfolios or are under consideration for inclusion in the Portfolios;

ii. formulate and implement a continuous investment program for each
Portfolio consistent with the investment objectives and related
investment policies for each such Portfolio as described in the
Trust's registration statement, as amended;

iii. take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities including the placing
of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the
implementation of these investment programs; and

v. provide assistance to the Trust's Custodian regarding the fair value
of securities held by the Portfolios for which market quotations are
not readily available.

b. The Subadviser, at its expense, will furnish (i) all necessary investment
and management facilities, including salaries of personnel required for it
to execute its duties faithfully, and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolios (excluding
determination of net asset value and shareholder accounting services).

c. The Subadviser will select brokers and dealers to effect all transactions
subject to the following conditions: The Subadviser will place all orders
with brokers, dealers, or issuers, and will negotiate

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brokerage commissions if applicable. The Subadviser is directed at all
times to seek to execute brokerage transactions for the Portfolios in
accordance with such policies or practices as may be established by the
Trustees and described in the Trust's registration statement as amended.
The Subadviser may pay a broker-dealer which provides research and
brokerage services a higher spread or commission for a particular
transaction than otherwise might have been charged by another
broker-dealer, if the Subadviser determines that the higher spread or
commission is reasonable in relation to the value of the brokerage and
research services that such broker-dealer provides, viewed in terms of
either the particular transaction or the Subadviser's overall
responsibilities with respect to accounts managed by the Subadviser. The
Subadviser may use for the benefit of the Subadviser's other clients, or
make available to companies affiliated with the Subadviser or to its
directors for the benefit of its clients, any such brokerage and research
services that the Subadviser obtains from brokers or dealers.

d. On occasions when the Subadviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of the
Subadviser, the Subadviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligatioin to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable
price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transactiion, will be made by the Subadviser in
the manner the Subadviser considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and to its other clients.

e. The Subadviser will maintain all accounts, books and records with respect
to the Portfolios as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act of 1940 (the
"Investment Company Act") and Investment Advisers Act of 1940 (the
"Investment Advisers Act") and the rules thereunder.

3. COMPENSATION OF SUBADVISER

The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.

4. LIABILITY OF SUBADVISER

Neither the Subadviser nor any of its employees shall be liable to the
Adviser or Trust for any loss suffered by the Adviser or Trust resulting from
any error of judgment made in the good faith exercise of the Subadviser's
investment discretion in connection with selecting Portfolio investments except
for losses resulting from willful misfeasance, bad faith or gross negligence of,
or from reckless disregard of, the duties of the Subadviser or any of its
partners or employees; and neither the Subadviser nor any of its employees shall
be liable to the Adviser or Trust for any loss suffered by the Adviser or Trust
resulting from any other matters to which this Agreement relates (I.E., those
other matters specified in Sections 2 and 8 of this Agreement), except for
losses resulting from willful misfeasance, bad faith, or gross negligence in the
performance of, or from disregard of, the duties of the Subadviser or any of its
partners or employees.

5. SUPPLEMENTAL ARRANGEMENTS

The Subadviser may enter into arrangements with other persons affiliated
with the Subadviser to better enable it to fulfill its obligations under this
Agreement for the provision of certain personnel and facilities to the
Subadviser.

6. CONFLICTS OF INTEREST

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It is understood that trustees, officers, agents and shareholders of the
Trust are or may be interested in the Subadviser as trustees, officers, partners
or otherwise; that directors, officers, agents and partners of the Subadviser
are or may be interested in the Trust as trustees, officers, shareholders or
otherwise; that the Subadviser may be interested in the Trust; and that the
existence of any such dual interest shall not affect the validity hereof or of
any transactions hereunder except as otherwise provided in the Agreement and
Declaration of Trust of the Trust and the Certificate of Incorporation of the
Subadviser, respectively, or by specific provision of applicable law.

7. REGULATION

The Subadviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.

8. DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective with respect to each Portfolio on the
later of: (i) its execution, (ii) the date of the meeting of the Trustees of the
Trust, at which meeting this Agreement is approved as described below and (iii)
disclosure of the terms of this Agreement in the Prospectus of the Trust. The
Agreement will continue in effect for a period more than two years from the date
of its execution only so long as such continuance is specifically approved at
least annually either by the Trustees of the Trust or by a majority of the
outstanding voting securities of each of the Portfolios, provided that in either
event such continuance shall also be approved by the vote of a majority of the
Trustees of the Trust who are not interested persons (as defined in the
Investment Company Act) of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. The required
shareholder approval of the Agreement or of any continuance of the Agreement
shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of the series (as defined in Rule 18f-2(h) under
the Investment Company Act) of shares of that Portfolio votes to approve the
Agreement or its continuance, notwithstanding that the Agreement or its
continuance may not have been approved by a majority of the outstanding voting
securities of (a) any other Portfolio affected by the Agreement or (b) all the
portfolios of the Trust.

If any required shareholder approval of this Agreement or any continuance
of the Agreement is not obtained, the Subadviser will continue to act as
investment subadviser with respect to such Portfolio pending the required
approval of the Agreement or its continuance or a new contract with the
Subadviser or a different adviser or subadviser or other definitive action;
provided, that the compensation received by the Subadviser in respect of such
Portfolio during such period is in compliance with Rule 15a-4 under the
Investment Company Act.

This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees of the Trust, by the vote of a majority of the
outstanding voting securities of the Trust, or with respect to any Portfolio by
the vote of a majority of the outstanding voting securities of such Portfolio,
on sixty days' written notice to the Adviser and the Subadviser, or by the
Adviser or Subadviser on sixty days' written notice to the Trust and the other
party. This Agreement will automatically terminate, without the payment of any
penalty, in the event of its assignment (as defined in the Investment Company
Act) or in the event the Advisory Agreement between the Adviser and the Trust
terminates for any reason.

9. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:

a. the Subadviser fails to be registered as an investment adviser under the
Investment Advisers Act or under the laws of any jurisdiction in which the
Subadviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement;

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b. the Subadviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the Trust; and

c. any change in actual control or management of the Subadviser or the
portfolio manager of any Portfolio.

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10. PROVISION OF CERTAIN INFORMATION BY THE ADVISER

The Adviser shall furnish the Subadviser with copies of the Trust's
Prospectus and Statement of Additional Information, and any reports made by the
Trust to its shareholders, as soon as practicable after such documents become
available. The Adviser shall furnish the Subadviser with any further documents,
materials or informaiton that the Subadviser may reasonably request to enable it
to perform its duties pursuant to this Agreement."

11. SERVICES TO OTHER CLIENTS

The Adviser understand, and has advised the Trust's Board of Trustees, that
the Subadviser now acts, or may in the future act, as an investment adviser to
fiduciary and other managed accounts and as investment adviser or subadviser to
other investment companies. Further, the Adviser understands, and has advised
the Trust's Board of Trustees that the Subadviser and its affiliates may give
advice and take action for its accounts, including investment companies, which
differs from advice given on the timing or nature of action taken for the
Portfolio. The Subadviser is not obligated to initiate transaction for the
Portoflio in any security which the Subadviser, its principals, affiliates or
employees may purchase or sell for their own acounts or other clients."

12. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the Trustees of the Trust who
are not interested persons of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. Any required
shareholder approval shall be effective with respect to any Portfolio if a
majority of the outstanding voting securities of that Portfolio vote 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
affected by the amendment or (b) all the portfolios of the Trust.

13. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the
parties.

14. HEADINGS

The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.

15. NOTICES

All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trust or
applicable party in person or by registered mail or a private mail or delivery
service providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this paragraph.

16. SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.

17. GOVERNING LAW

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To the extent that the laws of The Commonwealth of Massachusetts, or any of the
provisions in this Agreement, conflict with applicable provisions of the
Investment Company Act, the latter shall control.

18. LIMITATION OF LIABILITY

The Agreement and Declaration of Trust dated September 28, 1988, a copy of
which, together with all amendments thereto (the "Declaration"), is on file in
the office of the Secretary of The Commonwealth of Massachusetts, provides that
the name "Manufacturers Investment Trust" refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee or agent of the Trust shall be held
to any personal liability, nor shall resort be had to their private property,
for the satisfaction of any obligation or claim, in connection with the affairs
of the Trust or any portfolio thereof, but only the assets belonging to the
Trust, or to the particular portfolio with which the obligee or claimant dealt,
shall be liable.

19. PRIOR AGREEMENTS

With respect to each Portfolio, this Agreement supercedes all prior
agreements between the Adviser and the Subadviser regarding the provisions of
subadvisory services to the Portfolio by the Subadviser, including, without
limitation, the Agreement dated October 1, 1996, as amended December 31, 1996
between the Adviser and the Subadviser which is terminated as of the effective
date of this Agreement with respect to the Portfolio.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.

Manufacturers Securities Services, LLC

by: The Manufacturers Life Insurance Company of North America, Managing Member

by:
---------------------------------------------
Ted Kilkuskie, President

by:
---------------------------------------------
James D. Gallagher, Vice President, Secretary
and General Counsel

T. Rowe Price Associates, Inc.

by:
---------------------------------------------
Darrell N. Braman,
Vice President

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AMENDMENT TO SUBADVISORY AGREEMENT
T. ROWE PRICE ASSOCIATES, INC.

AMENDMENT made as of this 30th day of April, 2001 to the Subadvisory
Agreement dated January 28, 1999 (the "Agreement"), between Manufacturers
Securities Services, LLC, a Delaware limited liability company (formerly, NASL
Financial Services, Inc.) (the "Adviser"), and T. Rowe Price Associates, Inc., a
Maryland corporation (the "Subadviser"). In consideration of the mutual
covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Section 3 of the Agreement, "Compensation of Subadviser," is hereby amended
to add two additional portfolios as specified in Appendix A to this Amendment.

2. SUBADVISORY AGREEMENT

In all other respects, the Agreement is confirmed and remains in full force
and effect.

3. EFECTIVE DATE

This Amendment shall become effective with respect to each new portfolio on
the later to occur of (i) approval of this amendment by the Trustees of the
Manufacturers Investment Trust or (ii) the date of its execution.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed under seal by their duly authorized officers as of the date first
mentioned above.

MANUFACTURERS SECURITIES SERVICES, LLC
By: The Manufacturers Life Insurance Company of North America, its managing
member

By:
---------------------------------------------
James R. Boyle, President

By:
---------------------------------------------
James D. Gallagher, Vice President,
Secretary and General Counsel

T. ROWE PRICE ASSOCIATES, INC.

By:
---------------------------------------------

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APPENDIX A

The Subadviser shall serve as investment subadviser for the following
portfolios of the Trust. The Adviser will pay the Subadviser, as full
compensation for all services provided under this Agreement, the fee computed
separately for each such Portfolio at an annual rate as follows (the "Subadviser
Percentage Fee"):

BETWEEN BETWEEN
$50,000,000 $200,000,000
FIRST AND AND EXCESS OVER
PORTFOLIO $50,000,000 $200,000,000 $500,000,000 $500,000,000

Small Cap Value Trust .600% .600% .600% .550%

[fees of other portfolios managed by the Subadviser are intentionally omitted.]

The Subadviser Percentage Fee for each Portfolio shall be accrued for each
calendar day and the sum of the daily fee accruals shall be paid monthly to the
Subadviser. The daily fee accruals will be computed by multiplying the fraction
of one over the number of calendar days in the year by the applicable annual
rate described in the preceding paragraph, and multiplying this product by the
net assets of the Portfolio as determined in accordance with the Trust's
prospectus and statement of additional information as of the close of business
on the previous business day on which the Trust was open for business.

If this Agreement becomes effective or terminates before the end of any
month, the fee (if any) for the period from the effective date to the end of
such month or from the beginning of such month to the date of termination, as
the case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.

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EXHIBIT C

PUTNAM SUBADVISORY AGREEMENT

MANUFACTURERS INVESTMENT TRUST
SUBADVISORY AGREEMENT

AGREEMENT made this 30th day of April, 2001, between Manufacturers
Securities Services, LLC, a Delaware limited liability company (the "Adviser"),
and Putnam Investment Management, L.L.C., a Delaware limited liability company
(the "Subadviser"). In consideration of the mutual covenants contained herein,
the parties agree as follows:

1. APPOINTMENT OF SUBADVISER

2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST

iii. take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities including the placing
of orders for such purchases and sales;

iv. regularly report to the Trustees of the Trust with respect to the
implementation of these investment programs; and

v. provide reasonable assistance to the Trust's Custodian regarding the
fair value of securities held by the Portfolios for which market
quotations are not readily available.

b. The Subadviser, at its expense, will furnish (i) all necessary investment
and management facilities, including salaries of personnel required for it
to execute its duties faithfully, and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolios provided that
the Subadviser shall not be responsible for the administrative affairs of
the Portfolio, including, but not limited to, determination of net asset
value, fund accounting and shareholder accounting services).

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c. The Subadviser will select brokers and dealers to effect all transactions
subject to the following conditions: The Subadviser will place all
necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions if applicable. The Subadviser is directed at all
times to seek to execute brokerage transactions for the Portfolios in
accordance with such policies or practices as may be established by the
Trustees and described in the Trust's registration statement as amended.
The Subadviser may pay a broker-dealer which provides research and
brokerage services a higher spread or commission for a particular
transaction than otherwise might have been charged by another
broker-dealer, if the Subadviser determines that the higher spread or
commission is reasonable in relation to the value of the brokerage and
research services that such broker-dealer provides, viewed in terms of
either the particular transaction or the Subadviser's overall
responsibilities with respect to accounts managed by the Subadviser. The
Subadviser may use for the benefit of the Subadviser's other clients, or
make available to companies affiliated with the Subadviser or to its
directors for the benefit of its clients, any such brokerage and research
services that the Subadviser obtains from brokers or dealers.

d. On occasions when the Subadviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of the
Subadviser, the Subadviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable
price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Subadviser in the
manner the Subadviser considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and to its other clients.

3. COMPENSATION OF SUBADVISER

The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.

4. LIABILITY OF SUBADVISER

Neither the Subadviser nor any of its directors, officers or employees
shall be liable to the Adviser or the Trust for any error of judgment or mistake
of law or for any loss suffered by the Adviser or Trust in connection with the
matters to which this Agreement relates except for losses resulting from willful
misfeasance, bad faith or gross negligence in the performance of, or from the
reckless disregard of, the duties of the Subadviser or any of its directors.

5. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of the
Trust are or may be interested in the Subadviser as trustees, officers, partners
or otherwise; that employees, agents and partners of the Subadviser are or may
be interested in the Trust as trustees, officers, shareholders or otherwise;
that the Subadviser may be interested in the Trust; and that the existence of
any such dual interest shall not affect the validity hereof or of any
transactions hereunder except as otherwise provided in the Agreement and
Declaration of Trust of the Trust and the Operating Agreement of the Subadviser,
respectively, or by specific provision of applicable law.

6. REGULATION

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7. DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective with respect to each Portfolio on the
later of (i) its execution and (ii) the date of the meeting of the Board of
Trustees of the Trust, at which meeting this Agreement is approved as described
below. The Agreement will continue in effect for a period more than two years
from the date of its execution only so long as such continuance is specifically
approved at least annually either by the Trustees of the Trust or by a majority
of the outstanding voting securities of each of the Portfolios, provided that in
either event such continuance shall also be approved by the vote of a majority
of the Trustees of the Trust who are not interested persons (as defined in the
Investment Company Act) of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. Any required
shareholder approval of the Agreement or of any continuance of the Agreement
shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of the series (as defined in Rule 18f-2(h) under
the Investment Company Act) of shares of that Portfolio votes to approve the
Agreement or its continuance, notwithstanding that the Agreement or its
continuance may not have been approved by a majority of the outstanding voting
securities of (a) any other Portfolio affected by the Agreement or (b) all the
portfolios of the Trust.

If any required shareholder approval of this Agreement or any continuance
of the Agreement is not obtained, the Subadviser will continue to act as
investment subadviser with respect to such Portfolio pending the required
approval of the Agreement or its continuance or of a new contract with the
Subadviser or a different adviser or subadviser or other definitive action;
provided, that the compensation received by the Subadviser in respect of such
Portfolio during such period is in compliance with Rule 15a-4 under the
Investment Company Act.

8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER

The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:

c. any change in actual control or management of the Subadviser or the
portfolio manager of any Portfolio.

9. SERVICES TO OTHER CLIENTS

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accounts, including investment companies, which differs from advice given on the
timing or nature of action taken for the Portfolio. The Subadviser is not
obligated to initiate transactions for a Portfolio in any security which the
Subadviser, its partners, affiliates or employees may purchase or sell for their
own accounts or other clients.

10. AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the Trustees of the Trust and
by the vote of a majority of the Trustees of the Trust who are not interested
persons of any party to this Agreement cast in person at a meeting called for
the purpose of voting on such approval. Any required shareholder approval shall
be effective with respect to any Portfolio if a majority of the outstanding
voting securities of that Portfolio vote 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 affected by the
amendment or (b) all the portfolios of the Trust.

11. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the
parties.

12. HEADINGS

The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.

13. NOTICES

14. SEVERABILITY

15. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of The Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.

16. USE OF NAMES

The Adviser shall not publish or use any prospectus, sales literature or
other material which refers to or describes the Subadviser without obtaining the
consent of the Subadviser which shall not be unreasonably withheld.

17. LIMITATION OF LIABILITY

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Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee or agent of the Trust shall be held
to any personal liability, nor shall resort be had to their private property,
for the satisfaction of any obligation or claim, in connection with the affairs
of the Trust or any portfolio thereof, but only the assets belonging to the
Trust, or to the particular Portfolio with respect to which such obligation or
claim arose, shall be liable.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.

Manufacturers Securities Services, LLC

by: The Manufacturers Life Insurance Company
of North America, Managing Member

by:
----------------------------------------
James R. Boyle, President

by:
----------------------------------------
James D. Gallagher, Vice President,
Secretary and General Counsel

Putnam Investment Management, L.L.C.

by:
----------------------------------------

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APPENDIX A

The Subadviser shall serve as investment subadviser for the following
portfolio of the Trust. The Adviser will pay the Subadviser, as full
compensation for all services provided under this Agreement, the fee computed
separately for each such Portfolio at an annual rate as follows (the "Subadviser
Percentage Fee"):

BETWEEN
$150,000,000
FIRST AND EXCESS OVER
PORTFOLIO $150,000,000 $300,000,000 $300,000,000

Global Equity Trust....................... 0.50% 0.45% 0.35%

[fees of other portfolio managed by Subadviser intentionally omitted]