SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary information statement
[X] Definitive information statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
MANUFACTURERS INVESTMENT TRUST
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(not applicable)
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(not applicable)
[Letter Sent to Variable Annuity and Variable Life Contract Owners]
MANUFACTURERS INVESTMENT TRUST
73 Tremont Street
Boston, Massachusetts 02108
February 13, 2004
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 (U.S.A.) ("Manulife USA") and The
Manufacturers Life Insurance Company of New York ("Manulife New York") are
invested in shares of one or more of the portfolios of the Trust through
subaccounts of separate accounts established by Manulife USA and Manulife New
York for such purposes.
Enclosed please find the Trust's Information Statement regarding the
following subadviser changes:
Portfolio Current Subadviser New Subadviser
- --------------------------------------------------------------------------------------------------------
Global Equity Trust Putnam Investment Management, LLC Templeton Global Advisors Limited
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 the Information Statement, please
call one of the following numbers on any business day:
For Manulife USA variable annuity contracts: (800) 344-1029
For Manulife USA variable life contracts: (800) 827-4546
For Manulife New York variable annuity contracts: (800) 551-2078
For Manulife New York variable life contracts: (888) 267-7784
Sincerely,
/s/James D. Gallagher
James D. Gallagher,
Secretary
Manufacturers Investment Trust
[LETTER TO SHAREHOLDERS INVESTING DIRECTLY IN THE TRUST]
MANUFACTURERS INVESTMENT TRUST
73 Tremont Street
Boston, Massachusetts 02108
February 13, 2004
Dear Shareholder:
Enclosed please find an Information Statement for Manufacturers
Investment Trust regarding the following subadviser changes:
Portfolio Current Subadviser New Subadviser
- ------------------------------------------------------------------------------------------------------
Global Equity Trust Putnam Investment Management, LLC Templeton Global Advisors Limited
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 the Information Statement, please
call the following number on any business day: 1 866 532-5433
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 GLOBAL EQUITY TRUST
FEBRUARY 13, 2004
TABLE OF CONTENTS
PAGE
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INFORMATION STATEMENT
Summary................................................................................. 2
New Subadvisory Agreement with Templeton Global Advisors Limited........................ 3
Additional Information.................................................................. 10
Other Matters........................................................................... 12
Exhibit A - Executive Officers and Directors of Templeton Global Advisors Limited....... A-1
Exhibit B - Templeton Global Advisors Limited Subadvisory Agreement..................... B-1
MANUFACTURERS INVESTMENT TRUST
73 Tremont Street, Boston, Massachusetts 02108
INFORMATION STATEMENT TO SHAREHOLDERS
REGARDING NEW SUBADVISORY AGREEMENTS FOR
THE GLOBAL EQUITY TRUST
February 13, 2004
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 76 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. Manulife
Financial Securities, LLC ("MFS LLC"), an affiliate of the Trust and the
Adviser, is the principal underwriter for the Trust.
On December 8, 2003, 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 a new subadvisory
agreement which took effect on December 8, 2003. The new subadvisory agreement
provides for the appointment of Templeton Global Advisors Limited ("Templeton
Global") as subadviser to the Global Equity Trust (formerly managed by Putnam
Investment Management, LLC). Templeton Global is not 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 February 13, 2004.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
2
NEW SUBADVISORY AGREEMENT
WITH TEMPLETON GLOBAL ADVISORS LIMITED
WITH RESPECT TO THE GLOBAL EQUITY TRUST
APPROVAL OF NEW SUBADVISORY AGREEMENT
On and prior to December 8, 2003, Putnam Investment Management, LLC
("Putnam"), located at One Post Office Square, Boston, Massachusetts 02109, was
the subadviser to the Global Equity Trust pursuant to a subadvisory agreement
with the Adviser dated April 30, 2001.
On December 8, 2003, the Board, including the Disinterested Trustees,
voted to accept the resignation of Putnam as the subadviser for the Global
Equity Trust and to approve a new subadvisory agreement between the Adviser and
Templeton Global with respect to the Global Equity Trust (the "Templeton Global
Subadvisory Agreement"). Effective December 8, 2003, Templeton Global succeeded
Putnam as subadviser to that Portfolio. Affiliates of Templeton Global are
currently subadvisers to the following Trust portfolios: International Value
Trust and International Small Cap Trust (subadvised by Templeton Investment
Counsel, Inc. and Emerging Small Company Trust (subadviserd by Franklin
Advisers, Inc.)
In connection with the approval of the Templeton Global Subadvisory
Agreement, the Board also approved changing certain of the nonfundamental
investment policies of the portfolio to reflect the management style of
Templeton Global. The investment policies were revised as follows:
Under normal market conditions, the portfolio invests at least
80% of its net assets (plus any borrowings for investment purposes) in
the equity securities of companies located anywhere in the world,
including emerging markets. At least 65% of its total assets will be
invested in issuers located in at least three different countries
(including the U.S.).
Equity securities include common stocks and preferred stocks.
The portfolio also invests in American, European and Global Depositary
Receipts. These are certificates issued typically by a bank or trust
company that give their holders the right to receive securities issued
by a foreign or domestic company. The portfolio, from time to time, may
have significant investments in one or more countries or in particular
sectors such as technology (including computer hardware and software,
electronics, and telecommunications) and financial institutions.
Depending upon current market conditions, the portfolio
generally invests a portion of its total assets in debt securities of
companies and governments located anywhere in the world. Debt
securities represent the obligation of the issuer to repay a loan of
money to it, and generally pay interest to the holder. Bonds, notes and
debentures are examples of debt securities.
The portfolio may use swap agreements as a derivative strategy
to protect its assets, implement a cash or tax management strategy or
enhance its returns. The portfolio may invest up to 5% of its total
assets in swap agreements.
When choosing equity investments for the portfolio, the
subadviser applies a "bottom-up," value-oriented, long-term approach,
focusing on the market price of a company's securities relative to the
subadviser's evaluation of the company's long-term earnings, asset
value and cash flow potential. The subadviser also considers and
analyzes various measure related to stock valuation, such as a
company's price/cash flow ratio, price/earnings ratio, profit margins
and liquidation value.
3
Temporary Defensive Investing
To meet redemption requests or pending investment of its assets or
during unusual market conditions, the Global Equity Trust may invest
primarily in cash, cash equivalents, money market securities or other
short-term debt securities. When the portfolio is in a defensive
position or awaiting investment of its assets, the ability to achieve
its investment objective will be limited.
MANAGEMENT AND CONTROL OF TEMPLETON GLOBAL
Templeton Global has its principal offices at located in Nassau, Bahamas and
has been in the business of providing investment advisory services since 1954.
As of September 30, 2003, Templeton and its affiliates manage over $301 billion
in assets. Templeton Global is an indirect wholly owned subsidiary of Franklin
Resources, Inc.
For information regarding the principal executive officers and
directors of Templeton Global see Exhibit A hereto.
DESCRIPTION OF NEW TEMPLETON GLOBAL SUBADVISOR AGREEMENT AND OLD PUTNAM
SUBADVISORY AGREEMENTS
The description of the Templeton Global Subadvisory Agreement set forth
below is qualified in its entirety by reference to the form of agreement
attached hereto as Exhibit B.
The provisions of the new Templeton Global Subadvisory Agreement are
substantially identical to the provisions of the old Putnam Agreement except as
follows:
Subadvisory Fee
The subadvisory fee under the Putnam Subadvisory Agreement was:
BETWEEN $150 MILLION AND $300
PORTFOLIO FIRST $150 MILLION MILLION EXCESS OVER $300 MILLION
- -------------------------------------------------------------------------------------------------------------
Global Equity Trust .500% .450% .350%
The subadvisor fee under the Templeton Global Subadvisory Agreement is:
AGGREGATE ASSETS ARE LESS AGGREGATE ASSETS EXCEED $150
THAN OR EQUAL TO $150 MILLION BUT ARE LESS THAN OR AGGREGATE ASSETS EXCEED $300
PORTFOLIO MILLION* EQUAL TO $300 MILLION* MILLION*
- -----------------------------------------------------------------------------------------------------------------
Global Equity Trust .500% .450% .350%
*For purposes of determining Aggregate Assets, the following assets are
included:
(1) assets in the Global Equity Trust,
(2) assets in the International Value Trust, a series of Manufacturers
Investment Trust,
(3) assets in separate accounts or subaccounts of The Manufacturers Life
Insurance Company (U.S.A.) and The Manufacturers Life Insurance Company of New
York that are invested in the following mutual funds advised by Templeton Global
Advisors Limited or any of its affiliates: (a) Templeton Foreign Fund, (b)
Templeton Foreign Smaller Companies Fund and (c) Templeton Development Markets
Fund.
4
(See Appendix A to the Templeton Global Subadvisory Agreement for the complete
text of the fee schedule.)
Proxy Voting
The Templeton Global Subadviosry Agreement explicitly provides that
Templeton Global will vote proxies unless such right is expressly reserved to
the Trustees of the Trust and that Templeton Global may, in its discretion, use
an independent third party proxy voting service.
(See Section 2(g) of the Templeton Global Subadvisory Agreement for the complete
text of this provision.)
Litigation
The Templeton Subadvisory Agreement provides that the Subadviser shall
not be expected or required to take any action other than the rendering of
investment-related advice with respect to lawsuits involving securities
presently or formerly held in the Global Equity Trust, or the issuers thereof.
However, should Subadviser desire to undertake litigation against an issuer on
behalf of the Global Equity Trust, the Subadviser shall obtain the prior written
consent of the Adviser to undertake such litigation. If the Adviser consents to
such litigation, the Adviser agrees to pay the portion of any reasonable legal
fees associated with the action (and the Adviser may then receive reimbursement
from the Global Equity Trust for payment of such legal fees) or the Global
Equity Trust will forfeit any claim to any assets the Subadviser may recover on
behalf of the Global Equity Trust up to the amount of such legal fees owed by
the Adviser to the Subadviser.
If the Adviser does not consent to such litigation, the Adviser agrees
to hold Subadviser harmless for excluding the Global Equity Trust from such
action and agrees to indemnify the Subadviser against any claims the Global
Equity Trust may have against the Subadviser resulting from the exclusion of the
Global Equity Trust.
(See Section 2(f) of the Templeton Global Subadvisory Agreement for the complete
text of this provision.)
Management Services. Under the terms of the old Putnam Subadvisory
Agreement and the new Templeton Global Subadvisory Agreement (collectively, the
"Subadvisory Agreements"), Putnam managed, and Templeton Global manages, the
investment of the assets of the Global Equity Trust, subject to the supervision
of the Board of Trustees. The Subadviser formulates a continuous investment
program for the Global Equity 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 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 Global Equity Trust currently is
obligated to pay the Adviser an advisory fee of 0.750% of the first $1 billion
and 0.700% on the excess over $1 billion. This advisory fee will not change as a
result of the subadvisory change for the Global Equity Trust although the
adviser has agreed to a voluntary fee waiver as noted below.
As compensation for its services, the Subadviser receives a fee from
the Adviser computed separately for the Global Equity Trust. The fee for the
Global Equity Trust is stated as an annual percentage of the
5
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 schedule of the subadvisory fees that the Adviser was obligated to
pay Putnam under the Putnam Subadvisory Agreement and is obligated to pay
Templeton Global under the Templeton Global Subadvisory Agreement is set forth
above. THESE FEES ARE PAID BY THE ADVISER OUT OF THE ADVISORY FEE IT RECEIVES
FOR THE PORTFOLIO AND ARE NOT ADDITIONAL CHARGES TO THE PORTFOLIO.
The following is a schedule of the fees and expenses that the Global
Equity Trust paid for the fiscal year ended December 31, 2003 (as an annual
percentage of the current value of the net assets of the Global Equity Trust
(not reflecting the advisory fee waiver described below for the period December
9, 2003 through December 31, 2003)):
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
FOR FISCAL YEAR ENDED DECEMBER 31, 2003
12b-1 FEES OTHER EXPENSES TOTAL TRUST ANNUAL EXPENSES
----------------------------- -------------------- ------------------------------
MANAGEMENT SERIES SERIES SERIES SERIES I & SERIES SERIES SERIES SERIES
TRUST PORTFOLIO FEES I II III(+) SERIES II III I II III(+)
- ------------------- ---------- ------ ------- -------- ---------- ------- ------- ------ ------
Global Equity Trust 0.75% 0.15% 0.35% 0.50% 0.15% 0.15% 1.05% 1.25% 1.40%
* Other Expenses include underlying portfolio expenses, custody fees,
registration fees, legal fees, audit fees, trustees' fees, insurance fees and
other miscellaneous expenses.
+ Certain Other Expenses are being waived for Series III. This voluntary fee
waiver may be terminated at any time.
Since there is no change to the advisory fee for the Global Equity
Trust, it is not anticipated that the expenses of the portfolio would have been
materially different had Templeton Global managed the portfolio during the
fiscal year ended December 31, 2003.
Effective December 9, 2003, due to a decrease in the subadvisory fees
for the Global Equity Trust, the Adviser voluntarily agreed to waive its
advisory fees so that the amount retained by the Adviser after payment of the
subadvisory fees for each such portfolio does not exceed 0.35% of the
portfolio's average net assets. This advisory fee waiver may be rescinded at
any time. Any termination of the advisory fee waiver shall be effective only as
to advisory fees accruing after the date of such termination.
The following is a schedule of the fees and expenses that the Global
Equity Trust would have paid for the fiscal year ended December 31, 2003 (as an
annual percentage of the current value of the net assets of the Global Equity
Trust) assuming the advisory fee waiver and the Templeton Subadvisory Agreement
had been in effect:
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
FOR FISCAL YEAR ENDED DECEMBER 31, 2003
12b-1 FEES OTHER EXPENSES TOTAL TRUST ANNUAL EXPENSES
----------------------------- -------------------- ------------------------------
MANAGEMENT SERIES SERIES SERIES SERIES I & SERIES SERIES SERIES SERIES
TRUST PORTFOLIO FEES I II III(+) SERIES II III I II III(+)
- ------------------- ---------- ------ ------- -------- ---------- ------- ------- ------ ------
Global Equity Trust 0.70% 0.15% 0.35% 0.50% 0.15% 0.15% 1.00% 1.20% %1.35
* Other Expenses include underlying portfolio expenses, custody fees,
registration fees, legal fees, audit fees, trustees' fees, insurance fees and
other miscellaneous expenses.
+ Certain Other Expenses are being waived for Series III. This voluntary fee
waiver may be terminated at any time.
6
EXAMPLES: The following Examples illustrate the expenses of investing
in the Global Equity Trust. The Examples assume that the shareholder invests
$10,000 in the Global Equity Trust for the time periods indicated and then
redeems all of the shares at the end of those periods. The Examples also assume
that a shareholder's investment has a 5% return each year and that such
Portfolio's operating expense levels remain the same as set forth in the
corresponding expense table above. Although a shareholder's actual costs may be
higher or lower, based on these assumptions the shareholders costs would be:
ASSUMING NO ADVISORY FEE WAIVER
SERIES I SHARES
(UNAUDITED)
Portfolio One Year Three Years Five Years Ten Years
- -------------------------------------------------------------------------------------------
Global Equity Trust $107 $334 $579 $1,283
SERIES II SHARES
(UNAUDITED)
Portfolio One Year Three Years Five Years Ten Years
- -------------------------------------------------------------------------------------------
Global Equity Trust $127 $397 $686 $1,511
SERIES III SHARES
(UNAUDITED)
Portfolio One Year Three Years Five Years Ten Years
- -------------------------------------------------------------------------------------------
Global Equity Trust $143 $443 $766 $1,680
REFLECTING ADVISORY FEE WAIVER
SERIES I SHARES
(UNAUDITED)
Portfolio One Year Three Years Five Years Ten Years
- -------------------------------------------------------------------------------------------
Global Equity Trust $102 $318 $552 $1,225
SERIES II SHARES
(UNAUDITED)
Portfolio One Year Three Years Five Years Ten Years
- -------------------------------------------------------------------------------------------
Global Equity Trust $122 $381 $660 $1,455
7
SERIES III SHARES
(UNAUDITED)
Portfolio One Year Three Years Five Years Ten Years
- -------------------------------------------------------------------------------------------
Global Equity Trust $137 $428 $739 $1,624
THE EXAMPLES SET FORTH ABOVE ASSUME REINVESTMENT OF ALL DIVIDENDS AND
DISTRIBUTIONS. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES OR ANNUAL RETURN OF SHARES OF THE PORTFOLIO; ACTUAL EXPENSES AND ANNUAL
RETURN MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of these tables is
to assist shareholders in understanding the expenses a shareholder in the
Portfolio will bear. Please note, however, that the variable contracts issued by
Manulife USA and Manulife New York provide for charges, including sales charges,
not reflected in the above tables.
Approval, Amendment and Termination. The Subadvisory Agreements require
approval of the agreements as to the Global Equity Trust by the Board (including
a majority of the Disinterested Trustees) and will continue in effect as to the
Global Equity Trust 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.
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.
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.
8
EVALUATION BY THE BOARD OF TRUSTEES
At its meeting held on December 8, 2003, the Board of Trustees,
including a majority of the Disinterested Trustees, approved the Templeton
Global Subadvisory Agreement.
In evaluating the Templeton Global Subadvisory Agreement, the Board
considered numerous factors, including:
(i) the nature and quality of the services that had been provided
by Putnam and that the Board anticipated would be provided by
Templeton Global,
(ii) performance information regarding the Global Equity Trust
while subadvised by Putnam relative to funds with similar
objectives and policies,
(iii) the financial statements of Templeton Global and its parent
company, Franklin Resources, Inc., and
(iv) the proposed subadvisory fee and the expense ratio of the
Global Equity Trust in relation to the fees and expense ratios
of other comparable portfolios.
At the meeting held on December 8, 2003, the Board was provided with an
analysis of its fiduciary obligations, reviewed its fiduciary duties and
discussed the information provided regarding Templeton Global. Representatives
of Templeton Global gave a presentation regarding its proposed subadvisory
services and responded to questions from the Trustees. There was an extended
discussion of, and questioning about, Templeton Global'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, 2003, the Adviser paid subadvisory fees with
respect to the Global Equity Trust of $1,638,964 (0.45% of average net assets).
If the Templeton Global Subadvisory Agreement had been in effect for the year
ended December 31, 2003, the Adviser would have paid Templeton Global $1,263,964
(0.35% of average net assets), an decrease of $375,000 (0.10%).
ADVISORY FEES PAID
For the year ended December 31, 2003, the Global Equity Trust paid the
Adviser advisory fees of $2,708,494 (0.75% of average net assets), of which
$1,069,530 (0.30% of average net assets) was retained by the Adviser after
payment of the subadvisory fee for the Global Equity Trust (not reflecting the
advisory fee waiver effective December 9, 2003). If the Templeton Global
Subadvisory Agreement had been in effect for the year ended December 31, 2003,
the Adviser would have retained $1,444,530 (0.40% of average net assets) absent
any advisory fee waiver. On December 9, 2003, the Adviser voluntarily agreed to
waive its fees so that the amount retained by the Adviser after payment of the
subadvisory fee for the Global Equity Trust did not exceed 0.35% of the Global
Equity Trust's average net assets. This voluntary fee waiver may be terminated
at any time. If the Templeton Global Subadvisory Agreement and the advisory fee
waiver had been in effect for the year ended December 31, 2003, the Adviser
would have retained $1,263,964 (0.35% of average net assets).
OWNERSHIP OF THE TRUST
For information regarding the shareholders and ownership of the Trust,
see "ADDITIONAL INFORMATION" below.
9
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 TEMPLETON GLOBAL
Templeton Global (or its affiliates), currently act as adviser or
subadviser to the following 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 compensation for each fund are as
follows:
FUND ASSETS AS OF 11/30/03 FEE RATE*
Templeton World Fund $ 7,093,600,904 0.62%
Templeton Growth Fund $ 15,839,548,383 0.61%
FTVIP Templeton Growth Securities Fund $ 1,180,467,306 0.81%
*Fee rates refer to the Fund's management fee per the Fund's Prospectus.
PRIOR BOARD AND SHAREHOLDER APPROVAL OF PUTNAM AGREEMENT
The Putnam Subadvisory Agreement was most recently approved by the
Board of Trustees at a meeting held December 5-6, 2002 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," the Putnam
Subadvisory Agreement was not required to be approved by shareholders.
ADDITIONAL INFORMATION
OWNERSHIP OF THE TRUST
Except in the case of Series III shares, 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, 2003, the
shares of Series I and Series II of the Trust, including the shares of the
Global Equity Trust, were legally owned by: (i) The Manufacturers Life Insurance
Company (U.S.A) ("Manulife USA") and (ii) The Manufacturers Life Insurance
Company of New York ("Manulife New York"). The parent of both Manulife USA and
Manulife New York 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.
Manulife U.S.A. Manulife 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 38500 Woodward Avenue, Bloomfield
Hills, Michigan 48304. Its Insurance and Pension Service Office address is 200
Bloor Street East, Toronto, Ontario, Canada M4W 1E5. Its Annuity Service Office
address is 500 Boylston Street, Suite 400, Boston, Massachusetts 02116. Manulife
U.S.A. holds shares of the Trust directly and attributable to variable annuity
contracts in The Manufacturers Life Insurance Company (U.S.A.) Separate Account
H and variable life contracts in The Manufacturers Life Insurance Company
(U.S.A.) Separate Accounts A, I, L, and N, all of which are separate accounts
registered under the 1940 Act, as well as in an unregistered separate account.
Manulife USA also holds shares of the Trust in various unregistered separate
accounts that are made available exclusively to qualified plans.
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
10
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.
Series III Shares. Only certain "Qualified Plans" and certain permitted
entities may invest in Series III shares. For this purpose, a "Qualified Plan"
includes: (i) a plan described in Section 401(a) of the Code; (ii) an annuity
plan described in 403(a) of the Code; (iii) an annuity contract described in
Section 403(b) of the Code, including a custodial account described in Section
403(b)(7) of the Code; (iv) an individual retirement account described in
Section 408(a) of the Code; (v) an individual retirement annuity described in
Section 408(b) of the Code; (vi) a governmental plan within the meaning of
Section 414(d) of the Code; (vii) an eligible deferred compensation plan
described in Section 457(b) of the Code; (viii) a simplified employee pension
described in Section 408(k) of the Code; (ix) a plan described in Section
501(c)(18) of the Code; and (x) any other trust, plan, account, contract, or
annuity that the Internal Revenue Service has determined to be within the scope
of Section 1.817-5(f)(3)(iii) of the Income Tax Regulations.
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.
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
11
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.
Brokerage Commissions Paid to Affiliated Brokers
For the year ended December 31, 2003, no commissions were paid to
affiliated brokers of the Global Equity Trust.
OTHER MATTERS
The Trust will furnish, without charge, a copy of the Trust's annual
report for the fiscal year ended December 31, 2002 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 principal underwriter of the Trust and of certain
12
insurance contracts issued by affiliate of the Trust is Manulife Financial
Securities, LLC located at 73 Tremont Street, Boston, Massachusetts 02108.
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 Manufacturers Investment Trust.
13
EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS OF SUBADVISERS
NAME AND ADDRESS POSITION WITH TEMPLETON GLOBAL PRINCIPAL OCCUPATION
Jeffrey A. Everett President and Director Chief Investment Officer-Retail for Global
Templeton Global Advisors Limited Equity Group/Portfolio Manager/Research
Box N-7759 Analyst
Nassau, Bahamas
Charles B. Johnson Director Chairman of the Board and Director of
Franklin Templeton Franklin Resources, Inc. (parent firm)
One Franklin Parkway
San Mateo, CA 94403
Gregory E. Johnson Director Co-CEO of Franklin Resources, Inc.
Franklin Templeton
One Franklin Parkway
San Mateo, CA 94403
Martin L. Flanagan Executive Vice President and Director Co-CEO of Franklin Resources, Inc.
Franklin Templeton
One Franklin Parkway
San Mateo, CA 94403
J. Mark Mobius Executive Vice President and Director Director/Portfolio Manager/Research
Templeton Asset Management Ltd. Analyst of Templeton Asset Management Ltd.
Suites 3905-08
Two Exchange Square
Central, Hong Kong
Gregory E. McGowan Executive Vice President and Secretary International Legal Counsel
Franklin Templeton
500 E. Broward Blvd. Suite 2100
Fort Lauderdale, FL 33394
George Morgan Executive Vice President Portfolio Manager/Research Analyst
Templeton Unit Trust Managers Ltd.
Saltire Court
20 Castle Terrace
Edinburgh, Scotland EH1 2EH
Murdoch Murchison Executive Vice President Portfolio Manager/Research Analyst
Templeton Global Advisors Limited
Box N-7759
Nassau, Bahamas
A-1
EXHIBIT B
TEMPLETON GLOBAL ADVISORS, LIMITED
SUBADVISORY AGREEMENT
MANUFACTURERS INVESTMENT TRUST
SUBADVISORY AGREEMENT
AGREEMENT made this 8th day of December, 2003, between Manufacturers
Securities Services, LLC, a Delaware limited liability company (the "Adviser"),
and Templeton Global Advisors, Limited, a Bahamian 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. Prior to the effective
date of this Agreement, Adviser shall provide Subadviser with a current
copy of the Trust's Registration Statement. Thereafter, Adviser shall
promptly notify the Subadviser in writing of any changes to such
Registration Statement that relate to the Subadviser or the Portfolios.
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. periodically report to the Trustees of the Trust and the
Adviser 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.
vi. purchase, sell, exchange or convert foreign currency in the
spot or forward markets as necessary to facilitate
transactions in international securities for the Portfolios.
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
D-1
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, proxy voting
services 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 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.
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.
f. Subadviser shall not be expected or required to take any action other
than the rendering of investment-related advice with respect to
lawsuits involving securities presently or formerly held in the
Portfolios, or the issuers thereof, including actions involving
bankruptcy. Should Subadviser desire to undertake litigation against an
issuer on behalf of a Portfolio, the Subadviser shall obtain the prior
written consent of the Adviser to undertake such litigation. If the
Adviser consents to such litigation, the Adviser agrees to pay the
portion of any reasonable legal fees associated with the action (and
the Adviser may then receive reimbursement from the Portfolio for
payment of such legal fees) or the Portfolio will forfeit any claim to
any assets the Subadviser may recover on behalf of the Portfolio up to
the amount of such legal fees owed by the Adviser to the Subadviser. If
the Adviser does not consent to such litigation, the Adviser agrees to
hold Subadviser harmless for excluding the Portfolio from such action
and agrees to indemnify the Subadviser against any claims the Portfolio
may have against the Subadviser resulting from the Portfolio's
exclusion.
In the case of class action suits involving issuers held in the
Portfolios, Subadviser may include information about a Portfolio for
purposes of participating in any settlement with the prior written
permission of the Adviser which will not be unreasonably withheld.
g. Subadviser will make decisions on proxy voting unless such decisions
are expressly reserved to the Trustees of the Trust or a named
fiduciary of the Trust. From time to time, the Subadviser may have a
conflict of interest in voting proxies of the Portfolios. In the
Subadviser's discretion, Adviser agrees that the Subadviser may send
the proxy to an independent third party proxy voting service to make
the determination or take such other action as the Subadviser deems
appropriate.
D-2
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 partnership agreement of the
Subadviser, respectively, or by specific provision of applicable law.
6. 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.
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.
D-3
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.
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:
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;
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 material change in actual control or management of the Subadviser
or the portfolio manager of any Portfolio.
9. SERVICES TO OTHER CLIENTS
The Adviser understands, 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 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.
D-4
13. 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.
14. 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.
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. 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 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 (U.S.A.), Managing Member
by: _____________________________________
James D. Gallagher, Executive Vice
President, Secretary and General
Counsel
Templeton Global Advisors Limited
by: _____________________________________
D-5
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, a fee computed
separately for such Portfolio at an annual rate as follows (the "Subadviser
Percentage Fee"):
AGGREGATE ASSETS
AGGREGATE ASSETS ARE EXCEED $150 MILLION BUT
LESS THAN OR EQUAL ARE LESS THAN OR EQUAL TO AGGREGATE ASSETS EXCEED
PORTFOLIO TO $150 MILLION* $300 MILLION* $300 MILLION*
- -----------------------------------------------------------------------------------------------------
Global Equity Trust .500% .450% .350%
*For purposes of determining Aggregate Assets, the following assets are
included:
(1) assets in the Global Equity Trust,
(2) assets in the International Value Trust, a series of Manufacturers
Investment Trust,
(3) assets in separate accounts or subaccounts of The Manufacturers Life
Insurance Company (U.S.A.) and The Manufacturers Life Insurance Company of New
York that are invested in the following mutual funds advised by Templeton Global
Advisors Limited or any of its affiliates: (a) Templeton Foreign Fund, (b)
Templeton Foreign Smaller Companies Fund and (c) Templeton Development Markets
Fund.
The Subadviser Percentage Fee for the 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.
D-6