MANAGERS AMG FUNDS
485APOS, 2000-06-19
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                                      Registration Nos. 333-84639
                                                         811-9521

                Securities and Exchange Commission
                       Washington, DC 20549

                            FORM N-1A

                REGISTRATION STATEMENT UNDER THE
                      SECURITIES ACT OF 1933                X

                 Pre-Effective Amendment No. ____           __
                  Post-Effective Amendment No. 1            X
                              and/or

                 REGISTRATION STATEMENT UNDER THE
                  INVESTMENT COMPANY ACT OF 1940            X

                            Amendment No. 3                 X

                 (Check appropriate box or boxes)

                       MANAGERS AMG FUNDS
------------------------------------------------------------------
       (Exact Name of Registrant as Specified in Charter)

          40 Richards Avenue, Norwalk, Connecticut 06854
------------------------------------------------------------------
             (Address of Principal Executive Offices)

                  John Kingston, III, Secretary
                       Managers AMG Funds
                       40 Richards Avenue
                        Norwalk, CT 06854

               Copy To:  Philip H. Newman, Esquire
                   Goodwin, Procter & Hoar, LLP
                          Exchange Place
                      Boston, MA 02109-2881
------------------------------------------------------------------
             (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check
appropriate box):

___ Immediately upon filing pursuant to  ___On (date) pursuant to
    paragraph (b)                           paragraph (b)

___ 60 days after filing pursuant to     ___On (date) pursuant to paragraph
    paragraph (a)(1)                        (a)(1)

X   75 days after filing pursuant to     ___On (date) pursuant to paragraph
    paragraph (a)(2) of Rule 485            (a)(2) of Rule 485

If appropriate, check the following box:

__   This post-effective amendment designates a new effective
     date for a previously filed post-effective amendment.


<PAGE>
The information in this prospectus is not complete and may be
changed.  We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective.  This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities
in any state where the offer is not permitted.


                       MANAGERS AMG FUNDS

                      FRONTIER GROWTH FUND

                     _____________________

                           PROSPECTUS

                     DATED __________, 2000



    The  Securities and Exchange Commission has not  approved  or
disapproved these securities or determined if this Prospectus  is
truthful  or complete.  Any representation to the contrary  is  a
criminal offense.
<PAGE>

<TABLE>
<CAPTION>
                       TABLE OF CONTENTS

                                                             Page
<S>                                                            <C>
KEY INFORMATION ABOUT THE FRONTIER GROWTH FUND                  1
    Summary of the Goals, Principal Strategies and Principal Risk
        Factors of the Fund                                     1

FEES AND EXPENSES OF THE FUND                                   2
    Fees and Expenses                                           3

FRONTIER GROWTH FUND                                            3
    Objective                                                   3
    Principal Investment Strategies                             3
    Should You Invest in this Fund?                             4

MANAGERS AMG FUNDS                                              5

PAST PERFORMANCE OF FRONTIER                                    5

YOUR ACCOUNT                                                    7
    Minimum Investments in the Fund                             7

HOW TO PURCHASE SHARES                                          8

DISTRIBUTION PLANS                                              8

HOW TO SELL SHARES                                              9

INVESTOR SERVICES                                               9

THE FUND AND ITS POLICIES                                      10

ACCOUNT STATEMENTS                                             10

DIVIDENDS AND DISTRIBUTIONS                                    11

TAX INFORMATION                                                11
</TABLE>
<PAGE>

         KEY INFORMATION ABOUT THE FRONTIER GROWTH FUND

    This  Prospectus  contains important information  for  anyone
interested in investing in the Frontier Growth Fund (the "Fund"),
a  series  of  Managers  AMG Funds.  Please  read  this  document
carefully  before  you invest and keep it for  future  reference.
You  should base your purchase of shares of the Fund on your  own
goals, risk preferences and investment time horizons.

Summary of the Goals, Principal Strategies and Principal Risk
Factors of the Fund

    The following is a summary of the goals, principal strategies
and principal risk factors of the Fund.
<TABLE>
<CAPTION>

        Goals            Principal Strategies     Principal Risk
                                                     Factors
<S>                             <C>                   <C>
Long-term capital     Invests primarily in the   Market Risk
appreciation          equity securities  of      Growth Stock Risk
                      U.S. companies with the    Large and Mid-Cap
                      potential for long-term    Stock Risk
                      growth                     Sector Risk

                      Invests primarily in
                      companies with market
                      capitalizations greater
                      than $1 billion, although
                      it may invest in
                      companies of any size

                      Ordinarily invests in 80
                      to 120 companies from pre-
                      selected sectors of the
                      market; investments are
                      made through a process
                      that combines a strategic
                      overview of the
                      securities markets with
                      systematic stock
                      screening using a
                      disciplined, quantitative
                      approach and traditional
                      research techniques;
                      initially, the focus will
                      be on the technology,
                      health care, consumer
                      growth, producer
                      durables, financial
                      services and
                      utilities/communications
                      sectors

</TABLE>
    All investments involve some type and level of risk.  Risk is
the possibility that you will lose money or not make any
additional money by investing in the Fund.  Before you invest,
please make sure that you have read, and understand, the risk
factors that apply to the Fund.  The following is a discussion of
the principal risk factors of the Fund.

Market Risk

    The Fund is subject to the risks generally of investing in
stocks, commonly referred to as "market risk."  Market risk
includes the risk of sudden and unpredictable drops in value of
the market as a whole and periods of lackluster performance.  The
success of the Fund's investment strategy depends significantly
on the skill of Frontier Capital Management Company, LLC
("Frontier") in assessing the potential of the securities in
which the Fund invests.  Despite the unique influences on
individual companies, stock prices in general rise and fall as a
result of investors' perceptions of the market as a whole.  The
consequences of market risk are that if the stock market drops in
value, the value of the Fund's portfolio of investments are also
likely to decrease in value.  The increase or decrease in the
value of the Fund's investments, in percentage terms, may be more
or less than the increase or decrease in the value of the market.
Growth Stock Risk

    Growth stocks may be more sensitive to market movements
because their prices tend to reflect future investor expectations
rather than just current profits. As investors perceive and
forecast good business prospects, they are willing to pay higher
prices for securities.  Higher prices therefore reflect higher
expectations.   If such expectations are not met, or if
expectations are lowered, the prices of the securities will drop.
In addition, growth stocks tend to be more sensitive than other
stocks to increases in interest rates, which will generally cause
the prices of growth stocks to fall.  To the extent that the Fund
invests in those kinds of stocks, it will be exposed to the risks
associated with those kinds of investments.  For these and other
reasons, the Fund may underperform other stock funds (such as
value funds) when stocks of growth companies are out of favor.

Large and Mid-Cap Stock Risk

    During good market and economic conditions, the prices of
larger company stocks may not rise as quickly or as significantly
as prices of stocks of well-managed smaller companies.  For these
and other reasons, the Fund may underperform other stock funds
(such as small-company stock funds) when stocks of large and
medium-sized companies are out of favor.

Sector Risk

    Companies that are in similar businesses may be similarly
affected by particular economic or market events, which may in
certain circumstances cause the value of securities in all
companies of a particular sector of the market to decrease.  To
the extent the Fund has substantial holdings within a particular
sector, the risks associated with that sector increase.
Diversification among groups of companies in different businesses
may reduce sector risk but may also dilute potential returns.


                 FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases
 (as a percentage of the offering price)                           None
Maximum Deferred Sales Charge (Load)                               None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
 and Other Distributions                                           None
Maximum Account Fee                                                None


Fees and Expenses
<TABLE>
<CAPTION>
     Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
<S>                                               <C>
Management Fee                                    _____
Distribution (12b-1) Fees1                        _____
Other Expenses2                                   _____
Total Annual Fund Operating Expenses              _____
Fee Waiver and Reimbursement3                     _____
Net Annual Fund Operating Expenses                _____
</TABLE>
[FN]
     1 Although the Fund is subject to a Rule 12b-1 Plan of
Distribution that permits payments of up to 0.25% of the Fund's
average daily net assets, no payments have been authorized under
the plan to date and no payments are expected to be authorized
during the first year of operation.

     2  Because the Fund has not commenced operations as of the
date of this prospectus, the "Other Expenses" of the Fund are
based on annualized projected expenses and average net assets for
the fiscal year ending __________,  2001.

     3 The Managers Funds LLC and Frontier have contractually
agreed, for a period of not less than _______ (__) months, to
limit Net Annual Fund Operating Expenses to ___% subject to later
reimbursement by the Fund in certain circumstances.  See
"Managers AMG Funds."
</FN>
Example

     The following Example will help you compare the cost of
investing in the Fund to the cost of investing in other mutual
funds.  The Example makes certain assumptions.  It assumes that
you invest $10,000 as an initial investment in the Fund for the
time periods indicated and then redeem all of your shares at the
end of those periods.  It also assumes that your investment has a
5% total return each year and the Fund's operating expenses
remain the same.  Although your actual costs may be higher or
lower, based on the above assumptions, your costs would be+:

        1 Year      3 Years
         $___         $___

     +The Example reflects the impact of the Fund's contractual
expense limitation for the initial _______ (__) month period
covered by the Example.

     The Example should not be considered a representation of
past or future expenses, as actual expenses may be greater or
lower than those shown.


                      FRONTIER GROWTH FUND

Objective

     The Fund's objective is to achieve long-term capital
appreciation.

Principal Investment Strategies

     The Fund invests primarily in the equity securities of U.S.
companies with the potential for long-term growth.  Although the
Fund may invest in companies of any size, the Fund will invest
primarily in companies with market capitalizations greater than
$1 billion.  Ordinarily, the Fund invests in 80 to 120 companies
from pre-selected sectors of the market.  Investments are made
through a process that combines a strategic overview of the
securities markets with systematic stock screening using a
disciplined, quantitative approach and traditional research
techniques.  Initially, the Fund will focus on the technology,
health care, consumer growth, producer durables, financial
services and utilities/communications sectors.  Generally, the
Fund limits its investments in any specific company to 5% of its
assets.

     Frontier serves as sub-adviser to the Fund.  Frontier's
investment process begins with the identification of business
sectors it believes possess above-average growth potential.
Frontier seeks to identify such economic sectors based upon an
analysis of economic, political, and other relevant trends.
Frontier then seeks to identify a limited number of major
industries in such sectors as likely beneficiaries of these
trends.  Further industry research is conducted through company
visits, attendance at industry conferences and meetings with Wall
Street analysts.  Frontier then looks for individual investments
through a combination of computerized screening and traditional
fundamental investment research.  The computerized screening
techniques developed by Frontier focus on companies with dividend
growth, equity growth, earnings growth, earnings momentum, and
earnings surprises.  Once the systematic screening of companies
is complete, a focus list of several hundred companies is
developed.  This list of companies is then analyzed using
traditional fundamental research methods including an assessment
of management strengths, corporate strategy, product positioning
and financial outlook.

     For temporary and defensive purposes, the Fund may invest,
without limit, in cash or quality short-term debt securities
including repurchase agreements.  To the extent that the Fund is
invested in these instruments, the Fund will not be pursuing its
investment objective.


Should You Invest in this Fund?

     This Fund may be suitable if you:

     *    Are seeking an opportunity for some equity returns in
          your investment portfolio

     *    Are willing to accept a higher degree of risk for the
          opportunity of higher potential returns

     *    Have an investment time horizon of five years or more

     This Fund may not be suitable if you:

     *    Are seeking stability of principal

     *    Are investing with a shorter time horizon in mind

     *    Are uncomfortable with stock market risk

     *    Are seeking current income



What are you investing in?  You are buying shares of a pooled
investment known as a mutual fund.  It is professionally
managed and gives you the opportunity to invest in a wide
variety of companies, industries and markets.  This Fund is not
a complete investment program and there is no guarantee that
the Fund will reach its stated goals.

                       MANAGERS AMG FUNDS

    Managers AMG Funds is a no-load mutual fund family comprised
of different funds, each having distinct investment management
objectives, strategies, risks and policies.  Frontier Growth Fund
is the second fund available in the fund family.

    The Managers Funds LLC (the "Investment Manager"), a
subsidiary of Affiliated Managers Group, Inc., serves as
investment manager to the Fund and is responsible for the Fund's
overall administration and distribution.  The Investment Manager
also monitors the performance, security holdings and investment
strategies of Frontier, the sub-adviser of the Fund and, when
appropriate, evaluates any potential new asset managers for the
fund family.

    Frontier has day-to-day responsibility for managing the
Fund's portfolio.  Frontier, located at 99 Summer Street, Boston,
Massachusetts 02110, is the successor firm to Frontier Capital
Management Company, Inc., which was formed in 1980.  Affiliated
Managers Group, Inc. indirectly owns a majority interest in
Frontier.  As of                     , 2000, Frontier had assets
under management of $      billion.  J. David Wimberly, CFA, and
Stephen M. Knightly, CFA, are the portfolio managers for the
Fund.  Mr. Wimberly is the Chairman of Frontier, a position he
has held since 1980.  Mr. Knightly is a Vice President of
Frontier, a position he has held since December 1994.

    The Fund is obligated by its investment management agreement
to pay an annual management fee to the Investment Manager of
____% of the average daily net assets of the Fund.  The
Investment Manager, in turn, pays Frontier ____% of the average
daily net assets of the Fund for its services as sub-adviser.
Under its investment management agreement with the Fund, the
Investment Manager provides a variety of administrative services
to the Fund and, under its distribution agreement with the Fund,
the Investment Manager provides a variety of shareholder and
marketing services to the Fund.  The Investment Manager receives
no additional compensation from the Fund for these services.

    The Investment Manager has contractually agreed, for a period
of not less than ________ (__) months, to waive fees and pay or
reimburse the Fund to the extent total expenses of the Fund
exceed _____% of the Fund's average daily net assets.  The Fund
is obligated to repay the Investment Manager such amounts waived,
paid or reimbursed in future years provided that the repayment
occurs within 3 years after the waiver or reimbursement and that
such repayment would not cause the Fund's expenses in any such
future year to exceed _____% of the Fund's average daily net
assets.  In addition to any other waiver or reimbursement agreed
to by the Investment Manager, Frontier from time to time may
waive all or a portion of its fee.  In such an event, the
Investment Manager will, subject to certain conditions, waive an
equal amount of the management fee.

                  PAST PERFORMANCE OF FRONTIER

    The table below sets forth the investment performance for the
period from ______________, 19__ to ___________, ____ of Frontier
Growth Fund, L.P., a Delaware limited partnership managed by
Frontier with investment objectives, policies and strategies
substantially similar to that of the Frontier Growth Fund (the
"FGF Partnership").  The FGF Partnership's returns have been
attested to by ___________________ for use in connection with
this Prospectus.  The FGF Partnership's  returns for each period
have been adjusted to give effect on a quarterly basis to fees
and expenses in the amount of ____%, which is the expense ratio
of the Fund, net of contractual waivers and reimbursements.
Investment performance is shown on an annual return basis, with
returns for periods of less than one year not annualized.
Average annual returns and cumulative returns are provided for
the 5-year and 10-year periods ended ______________, 2000.

    The investment performance of the FGF Partnership is compared
to the Russell 1000 Growth Index (the "Russell 1000 Growth
Index") and the Standard & Poor's 500 Composite Stock Price Index
(the "S & P 500 Index"), giving effect to the reinvestment of all
dividends. The Russell 1000 Growth Index measures the performance
of those companies in the Russell 1000 Index (representing, among
the 1000 largest U.S. companies based on total market
capitalization, those with higher price-to-book ratios and higher
forecasted growth values).  The S & P 500 Index is made up of
larger capitalization companies that represent a broad spectrum
of the U.S. economy and about 70% of the U.S. stock market's
total capitalization.  Although used as benchmarks, the
performance of each of the Russell 1000 Growth Index and the S &
P 500 Index may not be comparable to the FGF Partnership because,
unlike the performance of the FGF Partnership, the performance of
each of the Russell 1000 Growth Index and the S & P 500 Index has
not been adjusted for any fees or expenses.  The performance of
each of the Russell 1000 Growth Index and the S & P 500 Index has
not been attested to by ___________________.  The information
provided does not represent the performance of the Frontier
Growth Fund, which commenced operations on ______________, 2000
and has a limited performance record of its own.  The following
information should not be considered a prediction of future
performance of the Frontier Growth Fund.  The Frontier Growth
Fund's performance may be higher or lower than that shown below.
<TABLE>
<CAPTION>
                     FGF           Russell 1000        S & P 500
            Partnership Return  Growth Index Return  Index Return
<S>                 <C>                <C>              <C>

1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
1-year
5-year average annual
10-year average annual
5-year cumulative
10-year cumulative
</TABLE>
     The accounts represented by the composite are not subject to
the same types of expenses to which the Fund is subject, nor to
the diversification requirements, specific tax restrictions and
investment limitations imposed on the Fund by the Investment
Company Act of 1940, as amended (the "1940 Act") or the Internal
Revenue Code of 1986, as amended (the "Code").  The performance
of the FGF Partnership might have been less favorable had the
account been subject to these requirements, restrictions and
limitations.


                          YOUR ACCOUNT

     As an investor, you pay no sales charges to invest in the
Fund and you pay no charges to redeem out of the Fund.  The price
at which you purchase and redeem your shares is equal to the net
asset value per share (NAV) next determined after your purchase
or redemption order is received on each day the New York Stock
Exchange (NYSE) is open for trading.  The NAV is equal to the
Fund's net worth (assets minus liabilities) divided by the number
of shares outstanding. The Fund's NAV is calculated at the close
of regular business of the NYSE, usually 4:00 p.m. New York Time.

     The Fund's investments are valued based on market values.
If market quotations are not readily available for any security,
the value of the security will be based on an evaluation of its
fair value, pursuant to procedures established by the Board of
Trustees.

Minimum Investments in the Fund

     Cash investments in the Fund must be in U.S. Dollars.
Third-party checks which are payable to an existing shareholder
who is a natural person (as opposed to a corporation or
partnership) and endorsed over to the Fund or State Street Bank
and Trust Company will be accepted.

     Subject to approval by the Investment Manager and Frontier,
you may be permitted to purchase shares of the Fund by means of
an in-kind contribution of securities, which will be valued in
accordance with the Fund's pricing procedures.  As with a cash
purchase of shares, an in-kind contribution will also be subject
to the Fund's minimum investment requirements.

     The following provides the minimum initial and additional
investments in the Fund:

                       Initial Investment  Additional Investment

Regular accounts               $25,000            $1,000
Traditional IRA                 25,000             1,000
Roth IRA                        25,000             1,000

    The Fund or the underwriter may, in their discretion, waive
the minimum and initial investment amounts at any time.



A Traditional IRA is an individual retirement account.
Contributions may be deductible at certain income levels and
earnings are tax-deferred while your withdrawals and
distributions are taxable in the year that they are made.

A Roth IRA is an IRA with non-deductible contributions and
tax-free growth of assets and distributions.  The account must
be held for five years and certain other conditions must be met
in order to qualify.


You should consult your tax professional for more information on
IRA accounts.

                     HOW TO PURCHASE SHARES



                       Initial Purchase    Additional Purchases


Through your         Contact         your  Send  any  additional
Investment Advisor   investment   advisor  monies    to     your
                     or  other investment  investment
                     professional.         professional  at  the
                                           address appearing  on
                                           your          account
                                           statement.




Investment           Call  (800) 358-7668  Call  (800)  358-7668
Advisors, Bank       for          further  for           further
Trust and 401(k)     instructions.         instructions.
Agents only



Direct               Complete the account  Write  a  letter   of
Shareholders:        application.          instruction   and   a
                                           check   payable    to
*By Mail             Mail the application  Managers  AMG   Funds
                     and  a check payable  to:
                     to    Managers   AMG
                     Funds to:             Managers AMG Funds
                                           c/o Boston Financial
                     Managers AMG Funds    Data Services, Inc.
                     c/o Boston Financial  P.O. Box 8517
                     Data Services, Inc.   Boston,  MA    02266-
                     P.O. Box 8517         8517
                     Boston,  MA   02266-
                     8517                  Include  your account
*By Telephone                              #  and  Fund name  on
                                           your check.

                                           If  your account  has
                                           already          been
                                           established,     call
                                           the   Transfer  Agent
                                           at   (800)  252-0682.
                                           The           minimum
                                           additional
                                           investment         is
                                           $1,000.



    For Bank Wires:  Please call and notify the Fund at (800) 358-
    7668.  Then instruct your bank to wire the money to State
    Street Bank and Trust Company,  Boston, MA 02101; ABA
    #011000028; BFN Managers AMG Funds A/C 9905-472-8, FBO
    Shareholder name, account number and fund name.  Please be
    aware that your bank may charge you a fee for this service.

    It is important to keep in mind that if you invest through a
third party such as a bank, broker-dealer or other fund
distribution organizations rather than directly with us, the
policies and fees may be different than those described in this
material.

                       DISTRIBUTION PLANS

    The Fund has adopted a distribution plan to pay for the
marketing of shares of the Fund.  Under the plan, the Board of
Trustees may authorize payments at an annual rate of up to 0.25%
of the Fund's average daily net assets.  The Trustees have not
authorized the payment of any fees to date.

                       HOW TO SELL SHARES

    You may sell your shares at any time.  Your shares will be
sold at the NAV calculated after the Fund's Transfer Agent
receives your order.  Orders received after 4:00 p.m. New York
Time will receive the NAV per share determined at the close of
trading on the next NYSE trading day.



                                         Instructions


Through your Investment         Contact your investment
Advisor                         advisor or other investment
                                professional.


Investment Advisors, Bank       Call (800) 358-7668 for
Trust and 401(k) agents only    further instructions.


Direct Shareholders:            Write a letter of instruction
                                containing:
*By Mail
                                  *the name of the Fund
                                  *dollar amount or number of
                                    shares to be sold
                                  *your name
                                  *your account number
                                  *signatures of all owners on account

                                Mail letter to:

                                  Managers AMG Funds
                                  c/o Boston Financial Data
                                  Services, Inc.
                                  P.O. Box 8517
*By Telephone                     Boston, MA  02266-8517

                                If you elected telephone
                                redemption privileges on your
                                account application, call us
                                at (800) 252-0682.



    Redemptions of $25,000 and over require a signature
guarantee.  A signature guarantee helps to protect against fraud.
You can obtain one from most banks and securities dealers.  A
notary public cannot provide a signature guarantee.  In joint
accounts, both signatures must be guaranteed.

    Telephone redemptions are available only for redemptions
which are below $25,000.


                        INVESTOR SERVICES

    Automatic Reinvestment Plan allows your dividends and capital
gain distributions to be reinvested in additional shares of the
Fund.  You can elect to receive cash.

    Automatic Investments allows you to make automatic deductions
from a designated bank account.

    Systematic Withdrawals allows you to make automatic monthly
withdrawals of $100 or more.  Withdrawals are normally completed
on the 25th day of each month.  If the 25th day of any month is a
weekend or a holiday, the withdrawal will be completed on the
next business day.

    Individual Retirement Accounts are available to you at no
additional cost.  Call us at (800) 835-3879 for more information
and an IRA kit.

    The Fund has an Exchange Privilege which allows you to
exchange your shares of the Fund for shares of any series of
Managers AMG Funds, The Managers Funds, Managers Trust I and
Managers Trust II.  There is no fee associated with the Exchange
Privilege.  Be sure to read the Prospectus of any series of
Managers AMG Funds, The Managers Funds, Managers Trust I or
Managers Trust II that you wish to exchange into.  You can
request your exchange in writing, by telephone (if elected on the
application) or through your investment advisor, bank or
investment professional.


                   THE FUND AND ITS POLICIES

    The Fund is a series of a "Massachusetts business trust."
The Board of Trustees may, without the approval of the
shareholders, create additional series at any time.  Also at any
time, the Board of Trustees may, without shareholder approval,
divide this series or any other series into two or more classes
of shares with different preferences, privileges, and expenses.

The Fund reserves the right to:

    *   redeem an account if the value of the account falls below
        $25,000 due to redemptions;

    *   suspend redemptions or postpone payments when the NYSE is
        closed for any reason other than its usual weekend or
        holiday closings or when trading is restricted by the
        Securities and Exchange Commission;

    *   change our minimum investment amounts;

    *   delay sending out redemption proceeds for up to seven
        days (this usually applies to very large redemptions
        without notice, excessive trading or during unusual
        market conditions);

    *   make a redemption-in-kind (a payment in portfolio
        securities instead of in cash) if we determine that a
        redemption is too large and/or may cause harm to the Fund
        and its shareholders;

    *   refuse any purchase or exchange request if we determine
        that such request could adversely affect the Fund's NAV,
        including if such person or group has engaged in
        excessive trading (to be determined in our discretion);
        and

    *   after prior warning and notification, close an account
        due to excessive trading.


                       ACCOUNT STATEMENTS

    You will receive quarterly statements detailing your account
activity.  All investors (other than IRA accounts) will also
receive a yearly statement, including a Form 1099-DIV, detailing
the tax characteristics of any dividends and distributions that
you have received in your account.  You will also receive
confirmations after each trade executed in your account.


                  DIVIDENDS AND DISTRIBUTIONS

    Income dividends and net capital gain distributions, if any,
are normally declared and paid annually in December.

    We will automatically reinvest your distributions of
dividends and capital gains unless you tell us otherwise.  You
may change your election by writing to us at least 10 days prior
to the scheduled payment date.


                        TAX INFORMATION

    Please be aware that the following tax information is general
and refers to the provisions of the Internal Revenue Code of
1986, as amended, which are in effect as of the date of this
Prospectus.  You should consult a tax adviser about the status of
your distributions from the Fund.

    All dividends and short-term capital gains distributions are
generally taxable to you as ordinary income, whether you receive
the distribution in cash or reinvest it for additional shares.
An exchange of the Fund's shares for shares of another Fund will
be treated as a sale of the Fund's shares and any gain on the
transaction may be subject to federal income tax.

    Keep in mind that distributions may be taxable to you at
different rates depending on the length of time the Fund held the
applicable investment and not the length of time that you held
your Fund shares.  When you do sell your Fund shares, a capital
gain may be realized, except for certain tax-deferred accounts,
such as IRA accounts.

    Federal law requires the Fund to withhold taxes on
distributions paid to shareholders who;

    *   fail to provide a social security number or taxpayer
        identification number;

    *   fail to certify that their social security number or
        taxpayer identification number is correct; or

    *   fail to certify that they are exempt from withholding.


    The initial investors in the Fund are expected to include
clients of Frontier, some of whom may invest by means of a
contribution of securities in exchange for shares of the Fund in
which no current tax will be incurred.  In connection with these
transactions, each investor's tax basis in the contributed
securities will carry over to the Fund, which basis may be lower
than the current market value of the securities.  When the Fund
subsequently sells these contributed securities, the Fund may
realize a larger gain (or smaller loss) for tax purposes than
would have been the case if the same securities had been
purchased directly by the Fund with cash.  The larger gain (or
smaller loss) may result in shareholders accelerating (or
deferring) the federal income tax liability they otherwise would
have incurred in the absence of the tax-free contribution of
securities.
                       MANAGERS AMG FUNDS

                      FRONTIER GROWTH FUND


Investment Manager and Fund Distributor
The Managers Funds LLC
40 Richards Avenue
Norwalk, Connecticut  06854-2325
(203) 857-5321 or (800) 835-3879

Sub-Adviser
Frontier Capital Management Company, LLC
99 Summer Street
Boston, Massachusetts 02110

Custodian
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, Massachusetts  02171

Legal Counsel
Goodwin, Procter & Hoar  LLP
Exchange Place
Boston, MA  02109

Transfer Agent
Boston Financial Data Services, Inc.
Attn:  Managers AMG Funds
P.O. Box 8517
Boston, Massachusetts  02266-8517
(800) 252-0682

Trustees
Jack W. Aber
William E. Chapman, II
Sean M. Healey
Edward J. Kaier
Eric Rakowski

For More Information

    Additional information for the Fund, including the Statement
of Additional Information, is available to you without charge and
may be requested as follows:

            By Telephone:   Call 1-800-835-3879

            By Mail:        Managers AMG Funds
                        40 Richards Avenue
                        Norwalk, CT  06854

            On the Internet:    Electronic copies are available
                        on our website at
                        http://www.managersamg.com

    A current Statement of Additional Information is on file with
the Securities and Exchange Commission and is incorporated by
reference (is legally part of this prospectus).  Text-only copies
are  available on the EDGAR database of the SEC's website at
http://www.sec.gov, and copies of this information may be
obtained, after paying a duplicating fee, by electronic request
at the following E-mail address: [email protected], or by
writing the SEC's Public Reference Section, Washington, D.C.
20549-0102 (202-942-8090).

<PAGE>




The information in this Statement of Additional Information is
not complete and may be changed.  We may not sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective.  This Statement
of Additional Information is not an offer to sell these
securities and is not soliciting an offer to buy these securities
in any state where the offer is not permitted.


                       MANAGERS AMG FUNDS

                      FRONTIER GROWTH FUND
                  ____________________________

              STATEMENT OF ADDITIONAL INFORMATION

                     DATED __________, 2000
_________________________________________________________________

    You  can obtain a free copy of the Prospectus of the Frontier
Growth  Fund (the "Fund") by calling Managers AMG Funds at  (800)
835-3879.   The  Prospectus provides the basic information  about
investing in the Fund.

    This Statement of Additional Information is not a Prospectus.
It  contains additional information regarding the activities  and
operations  of  the Fund.  It should be read in conjunction  with
the Fund's Prospectus.
<TABLE>
<CAPTION>

                       TABLE OF CONTENTS
                                                             Page
<S>                                                          <C>
GENERAL INFORMATION                                             3

INVESTMENT OBJECTIVES AND POLICIES                              3
    Investment Techniques and Associated Risks                  3
    Diversification Requirements for the Fund                   8
    Fundamental Investment Restrictions                         8
    Temporary Defensive Position                                9
    Portfolio Turnover                                          9

BOARD OF TRUSTEES AND OFFICERS OF THE TRUST                    10
    Trustees' Compensation                                     11

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES            11
    Control Persons                                            11
    Management Ownership                                       11

MANAGEMENT OF THE FUND                                         12
    Investment Manager                                         12
    Compensation of Investment Manager and Sub-Adviser         12
    Fee Waivers and Expense Limitations                        12
    Investment Management and Sub-Advisory Agreements          13
    Custodian                                                  15
    Transfer Agent                                             15
    Independent Public Accountants                             15

BROKERAGE ALLOCATION AND OTHER PRACTICES                       15

PURCHASE, REDEMPTION AND PRICING OF SHARES                     16
    Purchasing Shares                                          16
    Redeeming Shares                                           17
    Exchange of Shares                                         17
    Net Asset Value                                            18
    Dividends and Distributions                                18
    Distribution Plan                                          18

CERTAIN TAX MATTERS                                            19
    Federal Income Taxation of Fund-in General                 19
    Taxation of the Fund's Investments                         19
    Federal Income Taxation of Shareholders                    20
    Foreign Shareholders                                       20
    State and Local Taxes                                      21
    Other Taxation                                             21

PERFORMANCE DATA                                               21
    Total Return                                               21
    Performance Comparisons                                    22
    Massachusetts Business Trust                               22
    Description of Shares                                      23
    Additional Information                                     24

REPORT OF INDEPENDENT ACCOUNTANTS                              25
FINANCIAL STATEMENT                                            26
</TABLE>
<PAGE>

                      GENERAL INFORMATION


    This  Statement of Additional Information relates only to the  Frontier
Growth  Fund  (the "Fund").  The Fund is a series of shares  of  beneficial
interest of Managers AMG Funds, a no-load mutual fund family, formed  as  a
Massachusetts  business trust (the "Trust").  The Trust  was  organized  on
June 18, 1999.

    This  Statement  of  Additional  Information  describes  the  financial
history,  management  and operation of the Fund,  as  well  as  the  Fund's
investment objectives and policies.  It should be read in conjunction  with
the Fund's current Prospectus.  The Trust's executive office is located  at
40 Richards Avenue, Norwalk, CT  06854.

    The  Managers  Funds  LLC, a subsidiary of Affiliated  Managers  Group,
Inc.,  serves as investment manager to the Fund and is responsible for  the
Fund's  overall  administration and distribution.  See "Management  of  the
Fund."

               INVESTMENT OBJECTIVES AND POLICIES

    The  following  is  additional  information  regarding  the  investment
objectives  and  policies used by the Fund in an  attempt  to  achieve  its
objective as stated in its Prospectus.  The Fund is a diversified  open-end
management investment company.

    The  Fund invests primarily in equity securities of U.S. companies with
the  potential  for  long-term growth.  Although the  Fund  may  invest  in
companies  of  any size, the Fund will invest primarily in  companies  with
market  capitalizations  greater than $1  billion.   Ordinarily,  the  Fund
invests  in  80 to 120 companies from pre-selected sectors of  the  market.
Investments  are made through a process that combines a strategic  overview
of  the  securities markets with systematic screening using a  disciplined,
quantitative approach and traditional research techniques.  Initially,  the
Fund  will focus on the technology, health care, consumer growth,  producer
durables,   financial   services   and  utilities/communications   sectors.
Generally, the Fund limits its investments in any specific company to 5% of
its assets.

Investment Techniques and Associated Risks

    The  following are descriptions of the types of securities that may  be
purchased  by the Fund.  Also see "Quality and Diversification Requirements
of the Fund."

    (1)  Cash Equivalents.  The Fund may invest in cash equivalents.   Cash
equivalents   include   certificates  of  deposit,   bankers   acceptances,
commercial  paper,  short-term  corporate debt  securities  and  repurchase
agreements.

    Bankers  Acceptances.   The  Fund may invest  in  bankers  acceptances.
Bankers  acceptances are short-term credit instruments used to finance  the
import,  export,  transfer or storage of goods.  These  instruments  become
"accepted" when a bank guarantees their payment upon maturity.

    Eurodollar  bankers acceptances are bankers acceptances denominated  in
U.S.  Dollars  and  are  "accepted"  by  foreign  branches  of  major  U.S.
commercial banks.

    Certificates  of  Deposit.   The Fund may  invest  in  certificates  of
deposit.  Certificates of deposit are issues against money deposited into a
bank  (including eligible foreign branches of U.S. banks)  for  a  definite
period  of  time.   They earn a specified rate of return and  are  normally
negotiable.

    Commercial Paper.  The Fund may invest in commercial paper.  Commercial
Paper  refers  to promissory notes that represent an unsecured  debt  of  a
corporation  or  finance  company.  They have a maturity  of  less  than  9
months.  Eurodollar commercial paper refers to promissory notes payable  in
U.S. Dollars by European issuers.

    Repurchase  Agreements.  The Fund may enter into repurchase  agreements
with  brokers, dealers or banks that meet the credit guidelines which  have
been  approved by the Fund's Board of Trustees.  In a repurchase agreement,
the Fund buys a security from a bank or a broker-dealer that has agreed  to
repurchase the same security at a mutually agreed upon date and price.  The
resale  price  normally is the purchase price plus a mutually  agreed  upon
interest rate.  This interest rate is effective for the period of time  the
Fund is invested in the agreement and is not related to the coupon rate  on
the underlying security.  The period of these repurchase agreements will be
short,  and  at no time will the Fund enter into repurchase agreements  for
more than seven days.

    Repurchase  agreements  could have certain  risks  that  may  adversely
affect  the Fund.  If a seller defaults,  the Fund may incur a loss if  the
value of the collateral securing the repurchase agreement declines and  may
incur disposition costs in connection with liquidating the collateral.   In
addition, if bankruptcy proceedings are commenced with respect to a  seller
of  the security, realization of disposition of the collateral by the  Fund
may be delayed or limited.

    (2)  Reverse  Repurchase Agreements.  The Fund may enter  into  reverse
repurchase agreements.  In a reverse repurchase agreement, the Fund sells a
security  and  agrees to repurchase the same security at a mutually  agreed
upon  date and price.  The price reflects the interest rates in effect  for
the  term of the agreement.  For the purposes of the Investment Company Act
of  1940,  as  amended (the "1940 Act"), a reverse repurchase agreement  is
also  considered  as the borrowing of money by the Fund and,  therefore,  a
form of leverage which may cause any gains or losses for the Fund to become
magnified.

    The   Fund  will  invest  the  proceeds  of  borrowings  under  reverse
repurchase  agreements.   In addition, the Fund  will  enter  into  reverse
repurchase agreements only when the interest income to be earned  from  the
investment  of  the  proceeds  is more than the  interest  expense  of  the
transaction.  The Fund will not invest the proceeds of a reverse repurchase
agreement for a period that is longer than the reverse repurchase agreement
itself.   The Fund will establish and maintain a separate account with  the
Custodian  that contains a segregated portfolio of securities in an  amount
which is at least equal to the amount of its purchase obligations under the
reverse repurchase agreement.

    (3) Emerging Market Securities.  The Fund may invest some of its assets
in  the securities of emerging market countries.  Investments in securities
in  emerging market countries may be considered to be speculative  and  may
have  additional  risks  from  those  associated  with  investing  in   the
securities of U.S. issuers.  There may be limited information available  to
investors  which  is  publicly  available, and  generally  emerging  market
issuers  are  not  subject to uniform accounting,  auditing  and  financial
standards and requirements like those required by U.S. issuers.

    Investors  should be aware that the value of the Fund's investments  in
emerging  markets securities may be adversely affected by  changes  in  the
political,  economic or social conditions, expropriation,  nationalization,
limitation on the removal of funds or assets, controls, tax regulations and
other  foreign restrictions in emerging market countries.  These risks  may
be  more  severe  than  those experienced in foreign  countries.   Emerging
market  securities  trade  with less frequency  and  volume  than  domestic
securities  and  therefore  may  have greater  price  volatility  and  lack
liquidity.   Furthermore,  there  is often  no  legal  structure  governing
private  or foreign investment or private property in some emerging  market
countries.  This may adversely affect the Fund's operations and the ability
to obtain a judgement against an issuer in an emerging market country.

    (4)  Foreign  Securities.  The Fund may invest  in  foreign  securities
either  directly or indirectly in the form of American Depositary  Receipts
or  similar instruments.  Investments in securities of foreign issuers  and
in  obligations  of domestic banks involve different and  additional  risks
from  those associated with investing in securities of U.S. issuers.  There
may  be  limited  information  available to  investors  which  is  publicly
available,  and  generally  foreign issuers  are  not  subject  to  uniform
accounting,  auditing and financial standards and requirements  like  those
applicable  to  U.S. issuers.  Any foreign commercial  paper  must  not  be
subject to foreign withholding tax at the time of purchase.

    Investors  should be aware that the value of the Fund's investments  in
foreign  securities may be adversely affected by changes  in  political  or
social    conditions,   confiscatory   taxation,   diplomatic    relations,
expropriation,  nationalization, limitation on  the  removal  of  funds  or
assets,  or  the  establishment  of  exchange  controls  or  other  foreign
restrictions and tax regulations in foreign countries.  In addition, due to
the  differences in the economy of these foreign countries compared to  the
U.S.  economy,  whether favorably or unfavorably, portfolio securities  may
appreciate  or depreciate and could therefore adversely affect  the  Fund's
operations.   It  may  also be difficult to obtain a  judgement  against  a
foreign creditor.  Foreign securities trade with less frequency and  volume
than  domestic securities and therefore may have greater price  volatility.
Furthermore, changes in foreign exchange rates will have an affect on those
securities that are denominated in currencies other than the U.S. Dollar.

    Forward Foreign Currency Exchange Contracts.  The Fund may purchase  or
sell equity securities of foreign countries.  Therefore, substantially  all
of  the  Fund's  income may be derived from foreign  currency.   A  forward
foreign currency exchange contract is an obligation to purchase or  sell  a
specific  currency at a mutually agreed upon date and price.  The  contract
is  usually  between  a  bank  and  its customers.   The  contract  may  be
denominated  in  U.S. Dollars or may be referred to as  a  "cross-currency"
contract.  A cross-currency contract is a contract which is denominated  in
another currency other than in U.S. Dollars.

    In  such  a  contract,  the Fund's custodian  will  segregate  cash  or
marketable  securities in an amount not less than the value of  the  Fund's
total  assets committed to these contracts.  Generally, the Fund  will  not
enter into contracts that are greater than 90 days.

    Forward  foreign currency contracts have additional risks.  It  may  be
difficult to determine the market movements of the currency.  The value  of
the  Fund's assets may be adversely affected by changes in foreign currency
exchange   rates  and  regulations  and  controls  on  currency   exchange.
Therefore, the Fund may incur costs in converting foreign currency.

    If  the  Fund  engages  in  an offsetting transaction,  the  Fund  will
experience  a  gain or a loss determined by the movement  in  the  contract
prices.   An "offsetting transaction" is one where the Fund enters  into  a
transaction with the bank upon maturity of the original contract.  The Fund
must  sell  or purchase on the same maturity date as the original  contract
the same amount of foreign currency as the original contract.

    Foreign  Currency  Considerations.  The Fund may  invest  some  of  its
assets  in  securities denominated in foreign currencies.   The  Fund  will
compute  and  distribute  the income earned by  the  Fund  at  the  foreign
exchange rate in effect on that date.  If the value of the foreign currency
declines  in  relation to the U.S. Dollar between the time  that  the  Fund
earns  the  income  and  the time that the income is  converted  into  U.S.
Dollars, the Fund may be required to sell its securities in order  to  make
its  distributions  in  U.S. Dollars.  As a result, the  liquidity  of  the
Fund's securities may have an adverse affect on the Fund's performance.

    (5) Futures Contracts.  The Fund may buy and sell futures contracts  to
protect the value of the Fund's portfolio against changes in the prices  of
the  securities in which it invests.  When the Fund buys or sells a futures
contracts, the Fund must segregate cash and/or liquid securities equivalent
to the value of the contract.

    There  are additional risks associated with futures contracts.  It  may
be  impossible  to  determine  the future  price  of  the  securities,  and
securities may not be marketable enough to close out the contract when  the
Fund desires to do so.

    Equity  Index Futures Contracts.  The Fund may enter into equity  index
futures contracts.  An equity index future contract is an agreement for the
Fund  to  buy or sell an index relating to equity securities at a  mutually
agreed upon date and price.  Equity index futures contracts are often  used
to  hedge  against anticipated changes in the level of stock prices.   When
the Fund enters into this type of contract, the Fund makes a deposit called
an  "initial  margin."  This initial margin must be equal  to  a  specified
percentage of the value of the contract.  The rest of the payment  is  made
when the contract expires.

    (6)  Illiquid  Securities, Private Placements and Certain  Unregistered
Securities.  The Fund may invest in privately placed, restricted, Rule 144A
or  other  unregistered  securities.  The Fund  may  not  acquire  illiquid
holdings if, as a result, more than 15% of the Fund's total assets would be
in  illiquid  investments.  Subject to this Fundamental policy  limitation,
the  Fund  may  acquire  investments that  are  illiquid  or  have  limited
liquidity,  such  as  private  placements  or  investments  that  are   not
registered  under the Securities Act of 1933, as amended (the  "1933  Act")
and  cannot  be offered for public sale in the United States without  first
being   registered  under  the  1933  Act.   An  investment  is  considered
"illiquid" if it cannot be disposed of within seven (7) days in the  normal
course  of business at approximately the same amount at which it was valued
in  the  Fund's  portfolio.  The price the Fund's  portfolio  may  pay  for
illiquid  securities or receives upon resale may be lower  than  the  price
paid  or  received  for  similar securities  with  a  more  liquid  market.
Accordingly,   the  valuations  of  these  securities  will   reflect   any
limitations on their liquidity.

    The  Fund  may purchase Rule 144A securities eligible for sale  without
registration under the 1933 Act.  These securities may be determined to  be
illiquid  in  accordance with the guidelines established  by  The  Managers
Funds  LLC  and approved by the Trustees.  The Trustees will monitor  these
guidelines on a periodic basis.

    Investors should be aware that the Fund may be subject to a risk if the
Fund  should  decide to sell these securities when a buyer is  not  readily
available  and at a price which the Fund believes represents the security's
value.  In the case where an illiquid security must be registered under the
1933  Act  before it may be sold, the Fund may be obligated to pay  all  or
part  of  the  registration expenses.  Therefore, a considerable  time  may
elapse  between the time of the decision to sell and the time the Fund  may
be  permitted to sell a security under an effective registration statement.
If,  during such a period, adverse market conditions develop, the Fund  may
obtain  a less favorable price than was available when it had first decided
to sell the security.

    (7)  Obligations of Domestic and Foreign Banks.  Banks are  subject  to
extensive governmental regulations.  These regulations place limitations on
the amounts and types of loans and other financial commitments which may be
made  by  the bank and the interest rates and fees which may be charged  on
these  loans  and  commitments.  The profitability of the banking  industry
depends  on the availability and costs of capital funds for the purpose  of
financing loans under prevailing money market conditions.  General economic
conditions also play a key role in the operations of the banking  industry.
Exposure to credit losses arising from potential financial difficulties  of
borrowers may affect the ability of the bank to meet its obligations  under
a letter of credit.

    (8) Option Contracts.

    Covered Call Options.  The Fund may write ("sell") covered call options
on  individual  stocks,  equity  indices and futures  contracts,  including
equity index futures contracts.  Written call options must be listed  on  a
national securities exchange or a futures exchange.

    A  call  option is a short-term contract that is generally for no  more
than nine months.  This contract gives a buyer of the option, in return for
a  paid premium, the right to buy the underlying security or contract at an
agreed  upon  price prior to the expiration of the option.  The  buyer  can
purchase  the  underlying  security or contract regardless  of  its  market
price.   A call option is considered "covered" if the Fund that is  writing
the  option  owns  or  has  a right to immediately acquire  the  underlying
security or contract.

    The  Fund may terminate an obligation to sell an outstanding option  by
making  a "closing purchase transaction." The Fund makes a closing purchase
transaction  when  it buys a call option on the same security  or  contract
with  has  the same price and expiration date.  As a result, the Fund  will
realize a loss if the amount paid is less than the amount received from the
sale.  A closing purchase transaction may only be made on an exchange  that
has  a  secondary market for the option with the same price and  expiration
date.   There is no guarantee that the secondary market will have liquidity
for the option.

    There are risks associated with writing covered call options.  The Fund
is required to pay brokerage fees in order to write covered call options as
well  as  fees for the purchases and sales of the underlying securities  or
contracts.  The portfolio turnover rate of the Fund may increase due to the
Fund writing a covered call option.

    Covered  Put Options.  The Fund may write ("sell") covered put  options
on  individual  stocks,  equity  indices and futures  contracts,  including
equity index futures contracts.

    A  put  option is a short-term contract that is generally for  no  more
than nine months.  This contract gives a buyer of the option, in return for
a paid premium, the right to sell the underlying security or contract at an
agreed  upon  price prior to the expiration of the option.  The  buyer  can
sell the underlying security or contract at the option price regardless  of
its  market price.  A put option is considered "covered" if the Fund  which
is  writing  the  option  owns or has a right to  immediately  acquire  the
underlying  security or contract.  The seller of a put option  assumes  the
risk  of  the  decrease of the value of the underlying  security.   If  the
underlying security decreases, the buyer could exercise the option and  the
underlying security or contract could be sold to the seller at a price that
is higher than its current market value.

    The  Fund may terminate an obligation to sell an outstanding option  by
making  a "closing purchase transaction." The Fund makes a closing purchase
transaction when it buys a put option on the same security or contract with
the  same price and expiration date.  As a result, the Fund will realize  a
loss if the amount paid is less than the amount received from the sale.   A
closing  purchase transaction may only be made on an exchange  that  has  a
secondary  market  for the option with the same price and expiration  date.
There is no guarantee that the secondary market will have liquidity for the
option.

    There are risks associated with writing covered put options.  The  Fund
is  required to pay brokerage fees in order to write covered put options as
well  as  fees for the purchases and sales of the underlying securities  or
contracts.  The portfolio turnover rate of the Fund may increase due to the
Fund writing a covered put option.

    Dealer  Options.   Dealer  Options are also known  as  Over-the-Counter
options ("OTC").  Dealer options are puts and calls where the strike price,
the  expiration date and the premium payment are privately negotiated.  The
bank's  creditworthiness and financial strength  are  judged  by  the  Sub-
Adviser  and  must be determined to be as good as the creditworthiness  and
strength of the banks to whom the Fund lends its portfolio securities.

    Puts  and Calls.  The Fund may buy options on individual stocks, equity
indices  and equity futures contracts.  The Fund's purpose in buying  these
puts and calls is to protect itself against an adverse affect in changes of
the  general  level  of market prices in which the Fund  operates.   A  put
option  gives  the buyer the right upon payment to deliver  a  security  or
contract  at an agreed upon date and price.  A call option gives the  buyer
the  right  upon  payment to ask the seller of the option  to  deliver  the
security or contract at an agreed upon date and price.

    (9)  Rights  and Warrants.  The Fund may purchase rights and  warrants.
Rights  are  short-term obligations issued in conjunction  with  new  stock
issues.   Warrants give the holder the right to buy an issuer's  securities
at a stated price for a stated time.

    (10)    Securities Lending.  The Fund may lend its portfolio securities
in  order  to  realize additional income.  This lending is subject  to  the
Fund's  investment  policies  and  restrictions.   Any  loan  of  portfolio
securities must be secured at all times by collateral that is equal  to  or
greater than the value of the loan.  If a seller defaults, the Fund may use
the  collateral to satisfy the loan.  However, if the buyer  defaults,  the
buyer  may  lose  some  rights  to the collateral  securing  the  loans  of
portfolio securities.

    (11)     Segregated  Accounts.  The Fund will  establish  a  segregated
account  with  its Custodian after it has entered into either a  repurchase
agreement   or  certain  options,  futures  and  forward  contracts.    The
segregated  account  will maintain cash and/or liquid securities  that  are
equal in value to the obligations in the agreement.

    (12)     Short Sales.  The Fund may enter into short sales.   The  Fund
enters into a short sale when it sells a security that it does not own.   A
broker  retains the proceeds of the sales until the Fund replaces the  sold
security.  The  Fund arranges with the broker to borrow the security.   The
Fund  must  replace the security at its market price at  the  time  of  the
replacement.  As a result, the Fund may have to pay a premium to borrow the
security  and the Fund may, but will not necessarily, receive any  interest
on the proceeds of the sale.  The Fund must pay to the broker any dividends
or  interest  payable  on  the security until  the  security  is  replaced.
Collateral, consisting of cash, or marketable securities, is used to secure
the Fund's obligation to replace the security.  The collateral is deposited
with  the broker.  If the price of the security sold increases between  the
time of the sale and the time the Fund replaces the security, the Fund will
incur  a  loss.   If the price declines during that period, the  Fund  will
realize  a capital gain.  The capital gain will be decreased by the  amount
of  transaction costs and any premiums, dividends or interest the Fund will
have  to pay in connection with the short sale.  The loss will be increased
by  the amount of transaction costs and any premiums, dividends or interest
the  Fund  will  have to pay in connection with the short  sale.   For  tax
planning reasons, the Fund may also engage in short sales with respect to a
security  that the Fund currently holds or has a right to acquire, commonly
referred to as a "short against the box."

    (13)    When-Issued Securities.  The Fund may purchase securities on  a
when-issued  basis.  The purchase price and the interest rate  payable,  if
any, on the securities are fixed on the purchase commitment date or at  the
time  the  settlement  date is fixed.  The value  of  these  securities  is
subject  to  market fluctuation.  For fixed-income securities, no  interest
accrues  to the Fund until a settlement takes place.  At the time the  Fund
makes a commitment to purchase securities on a when-issued basis, the  Fund
will record the transaction, reflect the daily value of the securities when
determining  the net asset value of the Fund, and if applicable,  calculate
the  maturity for the purposes of determining the average maturity from the
date of the Transaction.  At the time of settlement, a when-issued security
may be valued below the amount of the purchase price.

    To  facilitate these transactions, the Fund will maintain a  segregated
account   with  the  Custodian  that  will  include  cash,  or   marketable
securities,  in  an amount which is at least equal to the commitments.   On
the  delivery dates of the transactions, the Fund will meet its obligations
from  maturities or sales of the securities held in the segregated  account
and/or  from  cash flow.  If the Fund chooses to dispose of  the  right  to
acquire  a when-issued security prior to its acquisition, it could incur  a
loss or a gain due to market fluctuation.  Furthermore, the Fund may be  at
a disadvantage if the other party to the transaction defaults.  When-issued
transactions may allow the Fund to hedge against unanticipated  changes  in
interest rates.

Diversification Requirements for the Fund

    The  Fund intends to meet the diversification requirements of the  1940
Act as currently in effect.  Investments not subject to the diversification
requirements  could  involve an increased risk to  an  investor  should  an
issuer,  or a state or its related entities, be unable to make interest  or
principal payments or should the market value of such securities decline.

Fundamental Investment Restrictions

    The  following investment restrictions have been adopted by  the  Trust
with  respect  to  the Fund.  Except as otherwise stated, these  investment
restrictions are "fundamental" policies.  A "fundamental" policy is defined
in  the 1940 Act to mean that the restriction cannot be changed without the
vote  of a "majority of the outstanding voting securities" of the Fund.   A
majority of the outstanding voting securities is defined in the 1940 Act as
the lesser of (a) 67% or more of the voting securities present at a meeting
if  the  holders of more than 50% of the outstanding voting securities  are
present  or  represented by proxy, or (b) more than 50% of the  outstanding
voting securities.

    The Fund may not:

    (1)  Issue  senior  securities.   For  purposes  of  this  restriction,
borrowing  money,  making  loans,  the issuance  of  shares  of  beneficial
interest in multiple classes or series, the deferral of Trustees' fees, the
purchase  or  sale of options, futures contracts, forward  commitments  and
repurchase agreements entered into in accordance with the Fund's investment
policies, are not deemed to be senior securities.

    (2)  Borrow money, except (i) in amounts not to exceed 33 1/3%  of  the
value  of the Fund's total assets (including the amount borrowed) taken  at
market value from banks or through reverse repurchase agreements or forward
roll  transactions,  (ii) up to an additional 5% of its  total  assets  for
temporary purposes, (iii) in connection with short-term credits as  may  be
necessary  for the clearance of purchases and sales of portfolio securities
and (iv) the Fund may purchase securities on margin to the extent permitted
by   applicable   law.   For  purposes  of  this  investment   restriction,
investments  in short sales, roll transactions, futures contracts,  options
on  futures  contracts,  securities  or indices  and  forward  commitments,
entered  into in accordance with the Fund's investment policies, shall  not
constitute borrowing.

    (3)  Underwrite the securities of other issuers, except to  the  extent
that, in connection with the disposition of portfolio securities, the  Fund
may be deemed to be an underwriter under the Securities Act of 1933.

    (4)  Purchase or sell real estate, except that the Fund may (i) acquire
or lease office space for its own use, (ii) invest in securities of issuers
that invest in real estate or interests therein, (iii) invest in securities
that  are  secured by real estate or interests therein, (iv)  purchase  and
sell mortgage-related securities and (v) hold and sell real estate acquired
by the Fund as a result of the ownership of securities.

    (5)  Purchase  or sell commodities or commodity contracts,  except  the
Fund  may  purchase and sell options on securities, securities indices  and
currency, futures contracts on securities, securities indices and  currency
and  options on such futures, forward foreign currency exchange  contracts,
forward  commitments, securities index put or call warrants and  repurchase
agreements entered into in accordance with the Fund's investment policies.

    (6)  Make loans, except that the Fund may (i) lend portfolio securities
in  accordance  with the Fund's investment policies up to 33  1/3%  of  the
Fund's  total  assets  taken at market value, (ii)  enter  into  repurchase
agreements, (iii) purchase all or a portion of an issue of debt securities,
bank  loan participation interests, bank certificates of deposit,  bankers'
acceptances, debentures or other securities, whether or not the purchase is
made  upon  the original issuance of the securities and (iv) lend portfolio
securities  and  participate  in an interfund lending  program  with  other
series of the Trust provided that no such loan may be made if, as a result,
the aggregate of such loans would exceed 33 1/3% of the value of the Fund's
total assets.

    (7) With respect to 75% of its total assets, purchase securities of  an
issuer (other than the U.S. Government, its agencies, instrumentalities  or
authorities  or  repurchase agreements collateralized  by  U.S.  Government
securities  and  other investment companies), if:  (a) such purchase  would
cause  more than 5% of the Fund's total assets taken at market value to  be
invested  in the securities of such issuer; or (b) such purchase  would  at
the  time  result in more than 10% of the outstanding voting securities  of
such issuer being held by the Fund.

    (8)  Invest more than 25% of its total assets in the securities of  one
or  more issuers conducting their principal business activities in the same
industry   (excluding   the   U.S.   Government   or   its   agencies    or
instrumentalities).

    If  any  percentage restriction described above for the Fund is adhered
to  at  the  time of investment, a subsequent increase or decrease  in  the
percentage  resulting from a change in the value of the Fund's assets  will
not constitute a violation of the restriction.

    Unless  otherwise provided, for purposes of investment restriction  (8)
above,  the  term  "industry" shall be defined  by  reference  to  the  SEC
Industry  Codes  set forth in the Directory of Companies Required  to  File
Annual Reports with the Securities and Exchange Commission.

Temporary Defensive Position

    The  Fund  may  invest up to 100% of its assets in cash  for  temporary
defensive  purposes.   This strategy may be inconsistent  with  the  Fund's
principal investment strategies and may be used in an attempt to respond to
adverse  market, economic, political or other conditions.   During  such  a
period, the Fund may not achieve its investment objective.

Portfolio Turnover

    Generally,  the Fund purchases securities for investment  purposes  and
not  for short-term trading profits.  However, the Fund may sell securities
without  regard  to the length of time that the security  is  held  in  the
portfolio if such sale is consistent with the Fund's investment objectives.
A  higher degree of portfolio activity may increase brokerage costs to  the
Fund.

    The  portfolio turnover rate is computed by dividing the dollar  amount
of the securities which are purchased or sold (whichever amount is smaller)
by  the  average value of the securities owned during the year.  Short-term
investments such as commercial paper, short-term U.S. Government securities
and  variable rate securities (those securities with intervals of less than
one-year) are not considered when computing the portfolio turnover rate.


          BOARD OF TRUSTEES AND OFFICERS OF THE TRUST


     The  Board  of  Trustees  and Officers of the  Trust,  their  business
addresses, principal occupations and dates of birth are listed below.   The
Board  of Trustees provides broad supervision over the affairs of the Trust
and  the  Fund.   Unless otherwise noted, the address of the  Trustees  and
Officers  is  the  address  of  the Trust:  40  Richards  Avenue,  Norwalk,
CT  06854.

JACK  W. ABER - Trustee; Professor of Finance, Boston University School  of
Management since 1972.  He has served as a Trustee of the Trust since  June
1999.   He  also  serves as a Trustee of The Managers Funds,  The  Managers
Trust I and The Managers Trust II.  His address is 595 Commonwealth Avenue,
Boston, Massachusetts 02215.  His date of birth is September 9, 1937.

WILLIAM  E. CHAPMAN, II - Trustee; President and Owner, Longboat Retirement
Planning  Solutions.  From 1990 to 1998, he served in a  variety  of  roles
with  Kemper Funds, the last of which was President of the Retirement Plans
Group.  Prior to joining Kemper, he spent 24 years with CIGNA in investment
sales,  marketing and general management roles.  He has served as a Trustee
of  the Trust since June 1999.  He also serves as a Trustee of The Managers
Funds, The Managers Trust I and The Managers Trust II.  His address is  380
Gulf  of  Mexico Drive, Longboat Key, Florida 34228.  His date of birth  is
September 23, 1941.

SEAN  M.  HEALEY1  -  Trustee;  President and Chief  Operating  Officer  of
Affiliated  Managers Group, Inc. since October 1999.  From  April  1995  to
October 1999, he was Executive Vice President of Affiliated Managers Group,
Inc.   From August 1987 through March 1995, he served in a variety of roles
in  the  Mergers and Acquisitions Department of Goldman, Sachs &  Co.,  the
last  of  which  was  as Vice President.  His address is Two  International
Place,  23rd  Floor,  Boston, Massachusetts  02110.  He  has  served  as  a
Trustee of the Trust since June 1999.  He also serves as a Trustee  of  The
Managers  Funds, The Managers Trust I and The Managers Trust II.  His  date
of birth is May 9, 1961.

EDWARD J. KAIER - Trustee; Partner, Hepburn Willcox Hamilton & Putnam since
1977.   He has served as a Trustee of the Trust since June 1999.   He  also
serves  as  a Trustee of The Managers Funds, The Managers Trust I  and  The
Managers  Trust  II.   His address is 1100 One Penn  Center,  Philadelphia,
Pennsylvania 19103.  His date of birth is September 23, 1945.

ERIC  RAKOWSKI - Trustee;  Professor, University of California at  Berkeley
School   of  Law  since  1990.   Visiting  Professor,  Harvard  Law  School
1998-1999.  He has served as a Trustee of the Trust  since June  1999.   He
also  serves as a Trustee of The Managers Funds, The Managers Trust  I  and
The  Managers  Trust  II.  His address is 1535 Delaware  Street,  Berkeley,
California  94703-1281. His date of birth is June 5, 1958.

PETER  M. LEBOVITZ - President; President of The Managers Funds LLC.   From
September  1994  to April 1999, he was Managing Director  of  The  Managers
Funds, L.P. (the predecessor to The Managers Funds LLC).  From June 1993 to
June   1994,  he  was  the  Director  of  Marketing  for  Hyperion  Capital
Management,  Inc.   From  April  1989 to June  1993,  he  was  Senior  Vice
President  for  Greenwich Asset Management, Inc.   His  date  of  birth  is
January 18, 1955.

DONALD  S.  RUMERY  -  Treasurer and Principal  Accounting  Officer;  Chief
Financial  Officer of The Managers Funds LLC (formerly The Managers  Funds,
L.P.) since December 1994.  From March 1990 to December 1994, he was a Vice
President of Signature Financial Group.  From August 1980 to March 1990, he
held  various  positions with The Putnam Companies, the last of  which  was
Vice President.  His date of birth is May 29, 1958.

JOHN  KINGSTON,  III  -  Secretary; Vice President of  Affiliated  Managers
Group,  Inc. since March 1999.  From June 1998 to February 1999, he  served
in a general counseling capacity with Morgan Stanley Dean Witter Investment
Management  Inc.  From September 1994 to May 1998 he was an Associate  with
Ropes and Gray.  His date of birth is October 23, 1965.

PETER  M.  MCCABE  -  Assistant Treasurer; Portfolio Administrator  of  The
Managers  Funds LLC (formerly The Managers Funds, L.P.) since August  1995.
From  July  1994  to  August  1995, he was  a  Portfolio  Administrator  at
Oppenheimer Capital, L.P.  His date of birth is September 8, 1972.

LAURA  A.  DESALVO - Assistant Secretary; Legal/Compliance Officer  of  The
Managers  Funds  LLC  (formerly The Managers Funds, L.P.)  since  September
1997.   From August 1994 to June 1997, she was a law student.  Her date  of
birth is November 10, 1970.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Trustees' Compensation

     Compensation Table:

                                                     Total Compensation
                                                     from the
                 Aggregate             Aggregate     Fund and the
Name of          Compensation        Compensation    Fund Complex
Trustee         from the Fund    from the Trust (a)  Paid to Trustees(b)
<S>                  <C>                <C>             <C>
Jack W. Aber                           $4,000          $26,000
William E. Chapman, II                 $4,000          $26,000
Sean M. Healey       none               none             none
Edward K. Kaier                        $4,000          $26,000
Eric Rakowski                          $4,000          $26,000
</TABLE>
____________________
[FN]
(a)  Compensation   is  estimated  for  the  Fund's  fiscal   year   ending
     __________, 2001.  The Fund does not provide any pension or retirement
     benefits for the Trustees.

(b)  Total  compensation includes estimated compensation to be paid  during
     the  12-month period ending December 31, 2000 for services as Trustees
     of The Managers Funds, The Managers Trust I and The Managers Trust II.
</FN>

      CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Control Persons

     [As  of  __________, 2000, through its ownership of 100% of the shares
of  the  Fund, Affiliated Managers Group, Inc. ("AMG") "controlled" (within
the  meaning  of  the  1940  Act) the Fund.   An  entity  or  person  which
"controls" a particular Fund could have effective voting control over  that
Fund.]

     No other person or entity owned shares of the Fund.

Management Ownership

     As  of __________, 2000, all management personnel (i.e., Trustees  and
Officers)  as  a  group owned beneficially less than 1% of the  outstanding
shares of the Fund.


                     MANAGEMENT OF THE FUND

Investment Manager and Sub-Adviser

     The Trustees provide broad supervision over the operations and affairs
of  the  Trust  and  the  Fund.  The Managers Funds  LLC  (the  "Investment
Manager") serves as investment manager to and distributor of the Fund.  The
Managers  Funds LLC is a subsidiary of AMG, and AMG serves as the  Managing
Member  of the LLC.  AMG is located at Two International Place, 23rd Floor,
Boston, Massachusetts 02110.

     The Investment Manager and its corporate predecessors have had over 20
years  of  experience  in  evaluating  sub-advisers  for  individuals   and
institutional  investors.  As part of its services to  the  Fund  under  an
investment  management agreement with the Trust dated ________,  2000  (the
"Investment Management Agreement"), the Investment Manager also carries out
the  daily  administration  of  the Trust and  Fund.   For  its  investment
management   services,  the  Investment  Manager  receives  an   investment
management  fee  from  the  Fund.   All or  a  portion  of  the  investment
management  fee paid by the Fund to the Investment Manager is used  to  pay
the  advisory  fees of Frontier Capital Management Company, LLC,  the  sub-
adviser  which  manages  the  assets of  the  Fund  (the  "Sub-Adviser"  or
"Frontier").   The  Investment Manager receives no additional  compensation
from  the  Fund for its administration services.  Frontier was selected  by
the Investment Manager, subject to the review and approval of the Trustees.
Frontier is the successor firm to Frontier Capital Management Company, Inc.
which  was  formed  in  1980.  AMG indirectly owns a majority  interest  in
Frontier.    As  of                    ,  2000,  Frontier's  assets   under
management totaled approximately $      billion.  Frontier's address is  99
Summer  Street,  Boston, MA 02110.  J. David Wimberly, CFA and  Stephen  M.
Knightly, CFA are the portfolio managers for the Fund.

     The  Sub-Adviser has discretion, subject to oversight by the  Trustees
and  the  Investment  Manager,  to  purchase  and  sell  portfolio  assets,
consistent   with   the   Fund's  investment   objectives,   policies   and
restrictions.   Generally, the services which the Sub-Adviser  provides  to
the  Fund  are  limited  to  asset  management  and  related  recordkeeping
services.   The   Sub-Adviser  may  also  serve  as  a   discretionary   or
non-discretionary  investment adviser to management  or  advisory  accounts
which  are  unrelated  in  any  manner to the  Investment  Manager  or  its
affiliates.

Compensation of Investment Manager and Sub-Adviser by the Fund

     As  compensation for the investment management services  rendered  and
related  expenses under the Investment Management Agreement, the  Fund  has
agreed to pay the Investment Manager an investment management fee, which is
computed daily as percentages of the average of the value of the net assets
of  the  Fund and may be paid monthly.  As compensation for the  investment
management  services rendered and related expenses under  the  Sub-Advisory
Agreement, the Investment Manager has agreed to pay the Sub-Adviser  a  fee
(net of all mutually agreed upon fee waivers and reimbursements required by
applicable  law) for managing the portfolio, which is also  computed  daily
and  paid monthly.  The fee paid to the Sub-Adviser is paid out of the  fee
the  Investment  Manager receives from the Fund and does not  increase  the
expenses of the Fund.

Fee Waivers and Expense Limitations

     The  Investment Manager has contractually agreed, for a period  of  no
less  than  ______   (__)  months, to limit  total  annual  fund  operating
expenses  to _____%, subject to later reimbursement by the Fund in  certain
circumstances. The waiver may, at the discretion of the Investment Manager,
be continued beyond such point.  See "Managers AMG Funds" in the Prospectus
for further information.

     The  Investment Manager has decided to waive all or a portion  of  its
fees  from  the  Fund or reimburse expenses to the Fund for  a  variety  of
reasons,   including  attempting  to  make  the  Fund's  performance   more
competitive  as  compared  to similar funds.  The  effect  of  the  expense
limitation   in  effect  at  the  date  of  this  Statement  of  Additional
Information on the management fees which are expected to be payable by  the
Fund  is reflected in the Expense Information located at the front  of  the
Fund's  Prospectus.   In addition to any other waiver and/or  reimbursement
agreed  to by the Investment Manager, Frontier from time to time may  waive
all  or  a  portion  of its fee.  In such an event, the Investment  Manager
will,  subject  to  certain  conditions,  waive  an  equal  amount  of  the
management  fee.   Shareholders  will be notified  of  any  change  in  the
management fees of the Fund on or about the time that such fees or expenses
become effective.

Investment Management and Sub-Advisory Agreements

     The  Managers Funds LLC serves as investment manager to the Fund under
the  Investment Management Agreement.  The Investment Management  Agreement
permits the Investment Manager to from time to time engage one or more sub-
advisers  to  assist in the performance of its services.  Pursuant  to  the
Investment Management Agreement, the Investment Manager has entered into  a
sub-advisory agreement with Frontier Capital Management Company, LLC, dated
__________, 2000 (the "Sub-Advisory Agreement").

     The  Investment  Management Agreement and the  Sub-Advisory  Agreement
provide  for an initial term of two years and thereafter shall continue  in
effect  from  year  to  year so long as such continuation  is  specifically
approved  at least annually (i) by either the Trustees of the Trust  or  by
vote of a majority of the outstanding voting securities (as defined in  the
1940  Act) of the Fund, and (ii) in either event by the vote of a  majority
of  the  Trustees  of the Trust who are not parties to  the  agreements  or
"interested  persons" (as defined in the 1940 Act) of any such party,  cast
in  person  at  a  meeting  called  for  the  purpose  of  voting  on  such
continuance.   The  Investment Management Agreement  and  the  Sub-Advisory
Agreement may be terminated, without penalty, by the Board of Trustees,  by
vote of a majority of the outstanding voting securities (as defined in  the
1940  Act)  by  the Investment Manager or (in the case of the  Sub-Advisory
Agreement) by the Sub-Adviser on not more than 60 days' written  notice  to
the  other party and to the Fund.  The Investment Management Agreement  and
the  Sub-Advisory  Agreement  terminate  automatically  in  the  event   of
assignment, as defined under the 1940 Act and regulations thereunder.

     The  Investment  Management  Agreement provides  that  the  Investment
Manager is specifically responsible for:

     * developing and furnishing continuously an investment program and
       strategy for the Fund in compliance with the Fund's investment objective
       and policies as set forth in the Trust's current Registration Statement;

     * providing research and analysis relative to the investment program and
       investments of the Fund;

     * determining (subject to the overall supervision and review of the
       Board of Trustees of the Trust) what investments shall be purchased,
       held,
       sold or exchanged by the Fund and what portion, if any, of the assets of
       the Fund shall be held in cash or cash equivalents; and

     * making changes on behalf of the Trust in the investments of the Fund.

     Under   the  Sub-Advisory  Agreement,  Frontier  is  responsible   for
performing  substantially these same advisory services for  the  Investment
Manager and the Fund.

     The  Investment Management Agreement also provides that the Investment
Manager  shall furnish the Fund with office space and facilities,  services
of executives and administrative personnel and certain other administrative
services.   The Investment Manager compensates all executive  and  clerical
personnel  and Trustees of the Trust if such persons are employees  of  the
Investment Manager or its affiliates.

     The Fund pays all expenses not borne by its Investment Manager or Sub-
Adviser  including,  but not limited to, the charges and  expenses  of  the
Fund's custodian and transfer agent, independent auditors and legal counsel
for  the Fund and the Trust's independent Trustees, 12b-1 fees, if any, all
brokerage  commissions  and  transfer taxes in  connection  with  portfolio
transactions,  all  taxes  and  filing fees,  the  fees  and  expenses  for
registration  or  qualification  of its  shares  under  federal  and  state
securities  laws, all expenses of shareholders' and Trustees' meetings  and
of  preparing,  printing  and  mailing  reports  to  shareholders  and  the
compensation  of Trustees who are not directors, officers or  employees  of
the  Investment  Manager,  Sub-Adviser  or  their  affiliates,  other  than
affiliated registered investment companies.

     The  Sub-Advisory Agreement requires the Sub-Adviser to  provide  fair
and  equitable  treatment  to  the  Fund  in  the  selection  of  portfolio
investments  and the allocation of investment opportunities.   However,  it
does not obligate the Sub-Adviser to acquire for the Fund a position in any
investment  which any of the Sub-Adviser's other clients may acquire.   The
Fund  shall have no first refusal, co-investment or other rights in respect
of any such investment, either for the Fund or otherwise.

     Although  the  Sub-Adviser makes investment  decisions  for  the  Fund
independent  of  those  for its other clients, it is  likely  that  similar
investment  decisions will be made from time to time.  When  the  Fund  and
another  client of a Sub-Adviser are simultaneously engaged in the purchase
or  sale of the same security, the transactions are, to the extent feasible
and  practicable, averaged as to price and the amount is allocated  between
the Fund and the other client(s) pursuant to a formula considered equitable
by  the  Sub-Adviser.  In specific cases, this system could have an adverse
affect  on the price or volume of the security to be purchased or  sold  by
the  Fund.  However, the Trustees believe, over time, that coordination and
the ability to participate in volume transactions should benefit the Fund.

Reimbursement Agreement

     Under  the  Investment  Management Agreement, the  Investment  Manager
provides  a variety of administrative services to the Fund and,  under  its
distribution  agreement with the Fund, the Investment  Manager  provides  a
variety  of shareholder and marketing services to the Fund.  The Investment
Manager  receives  no  additional compensation  from  the  Fund  for  these
services.   Pursuant  to a Reimbursement Agreement between  the  Investment
Manager  and Frontier, Frontier reimburses the Investment Manager  for  the
costs the Investment Manager bears in providing such services to the Fund.

Code of Ethics

     The  Trustees  have adopted a Code of Ethics under Rule 17j-1  of  the
1940  Act  on  behalf  of  the Trust.  The Code  of  Ethics  of  the  Trust
incorporates  the code of ethics of the Investment Manager  (applicable  to
"access  persons"  of the Trust that are also employees of  the  Investment
Manager)  and the code of ethics of the Sub-Adviser (applicable to  "access
persons"  of  the  Trust that are also employees of the  Sub-Adviser).   In
combination,  these  codes of ethics generally require  access  persons  to
preclear  any personal securities investment (with limited exceptions  such
as  government  securities).  The preclearance requirement  and  associated
procedures  are  designed  to  identify  any  substantive  prohibition   or
limitation  applicable to the proposed investment.  The  restrictions  also
include  a ban on trading securities based on information about the trading
within a Fund.

Distribution Arrangements

     Under a distribution agreement between the Fund and The Managers Funds
LLC dated ________, 2000 (the "Distribution Agreement"), The Managers Funds
LLC  serves  as  distributor (the "Distributor")  in  connection  with  the
offering  of  the Fund's shares on a no-load basis.  The Distributor  bears
certain expenses associated with the distribution and sale of shares of the
Fund.   The  Distributor acts as agent in arranging for  the  sale  of  the
Fund's shares without sales commission or other compensation.

     The  Distribution Agreement between the Trust and the Distributor  may
be  terminated  by  either party under certain specified circumstances  and
will  automatically  terminate on assignment in  the  same  manner  as  the
Investment  Management  Agreement.   The  Distribution  Agreement  may   be
continued annually so long as such continuation is specifically approved at
least  annually (i) by either the Trustees of the Trust or  by  vote  of  a
majority of the outstanding voting securities (as defined in the 1940  Act)
of  the  Fund,  and (ii) in either event by the vote of a majority  of  the
Trustees  of  the Trust who are not parties to the agreement or "interested
persons" (as defined in the 1940 Act) of any such party, cast in person  at
a meeting called for the purpose of voting on such continuance.

Custodian

     State   Street  Bank  and  Trust  Company  ("State  Street"   or   the
"Custodian"),  1776  Heritage Drive, North Quincy,  Massachusetts,  is  the
Custodian for the Fund.  It is responsible for holding all cash assets  and
all  portfolio  securities  of  the Fund,  releasing  and  delivering  such
securities as directed by the Fund, maintaining bank accounts in the  names
of  the  Fund, receiving for deposit into such accounts payments for shares
of the Fund, collecting income and other payments due the Fund with respect
to  portfolio  securities and paying out monies of the Fund.  In  addition,
when  the  Fund trades in futures contracts and those trades would  require
the  deposit of initial margin with a futures commission merchant  ("FCM"),
the  Fund  will  enter into a separate special custodian agreement  with  a
custodian in the name of the FCM which agreement will provide that the  FCM
will  be permitted access to the account only upon the Fund's default under
the contract.

     The  Custodian  is  authorized  to deposit  securities  in  securities
depositories  or to use the services of sub- custodians, including  foreign
sub-custodians,  to the extent permitted by and subject to the  regulations
of the Securities and Exchange Commission.

Transfer Agent

     Boston   Financial  Data  Services,  Inc.,  P.O.  Box  8517,   Boston,
Massachusetts 02266-8517, is the transfer agent (the "Transfer Agent")  for
the Fund.

Independent Public Accountants

     PricewaterhouseCoopers LLP, 160 Federal Street, Boston,  Massachusetts
02110,    is   the   independent   public   accountant   for   the    Fund.
PricewaterhouseCoopers  LLP  conducts an  annual  audit  of  the  financial
statements of the Fund, assists in the preparation and/or review of each of
the  Fund's federal and state income tax returns and consults with the Fund
as to matters of accounting and federal and state income taxation.


            BROKERAGE ALLOCATION AND OTHER PRACTICES

     The  Sub-Advisory  Agreement provides that the Sub-Adviser  place  all
orders for the purchase and sale of securities which are held in the Fund's
portfolio.   In executing portfolio transactions and selecting  brokers  or
dealers,  it  is  the policy and principal objective of the Sub-Adviser  to
seek  best  price  and  execution.  It is  expected  that  securities  will
ordinarily  be  purchased in the primary markets.   The  Sub-Adviser  shall
consider  all factors that it deems relevant when assessing best price  and
execution  for  the  Fund,  including the breadth  of  the  market  in  the
security,  the price of the security, the financial condition and execution
capability  of  the  broker  or  dealer  and  the  reasonableness  of   the
commission,  if  any  (for the specific transaction  and  on  a  continuing
basis).

      In  addition, when selecting brokers to execute transactions  and  in
evaluating  the best available net price and execution, the Sub-Adviser  is
authorized  by  the  Trustees  to  consider  the  "brokerage  and  research
services"  (as  those terms are defined in Section 28(e) of the  Securities
Exchange Act of 1934, as amended), provided by the broker.  The Sub-Adviser
is  also  authorized to cause the Fund to pay a commission to a broker  who
provides  such  brokerage and research services for executing  a  portfolio
transaction  which is in excess of the amount of commission another  broker
would  have  charged for effecting that transaction.  The Sub-Adviser  must
determine  in  good faith, however, that such commission was reasonable  in
relation  to  the  value  of the brokerage and research  services  provided
viewed  in  terms  of that particular transaction or in terms  of  all  the
accounts  over  which  the  Sub-Adviser  exercises  investment  discretion.
Brokerage  and  research services received from such  brokers  will  be  in
addition  to, and not in lieu of, the services required to be performed  by
each  Sub-Adviser.   The  Fund may purchase and sell  portfolio  securities
through brokers who provide the Fund with research services.

     The  Trustees will periodically review the total amount of commissions
paid  by  the Fund to determine if the commissions paid over representative
periods of time were reasonable in relation to commissions being charged by
other  brokers and the benefits to the Fund of using particular brokers  or
dealers.   It  is  possible that certain of the services  received  by  the
Sub-Adviser attributable to a particular transaction will primarily benefit
one or more other accounts for which investment discretion is exercised  by
the Sub-Adviser.

     The fees of the Sub-Adviser are not reduced by reason of their receipt
of  such brokerage and research services.  Generally, the Sub-Adviser  does
not provide any services to the Fund except portfolio investment management
and related record- keeping services.


           PURCHASE, REDEMPTION AND PRICING OF SHARES

Purchasing Shares

     Investors  may  open  accounts with the Fund through  their  financial
planners   or  investment  professionals,  or  by  the  Trust  in   limited
circumstances as described in the Prospectus.  Shares may also be purchased
through  bank trust departments on behalf of their clients, other investors
such  as  corporations,  endowment funds and  charitable  foundations,  and
tax-exempt employee welfare, pension and profit-sharing plans.   There  are
no  charges by the Trust for being a customer for this purpose.  The  Trust
reserves  the right to determine which customers and which purchase  orders
the Trust will accept.

     Certain   investors   may  purchase  or  sell  Fund   shares   through
broker-dealers  or through other processing organizations  who  may  impose
transaction fees or other charges in connection with this service.   Shares
purchased  in this way may be treated as a single account for  purposes  of
the  minimum  initial  investment.  The Fund may from  time  to  time  make
payments  to  such broker-dealers or processing organizations  for  certain
recordkeeping services.  Investors who do not wish to receive the  services
of  a  broker-dealer  or  processing organization  may  consider  investing
directly with the Trust.  Shares held through a broker-dealer or processing
organization may be transferred into the investor's name by contacting  the
broker-dealer  or processing organization or the Transfer  Agent.   Certain
processing   organizations  may  receive  compensation  from  the   Trust's
Investment Manager and/or the Sub-Adviser.

     Purchase  orders received by the Fund before 4:00 p.m. New York  Time,
c/o  Boston  Financial  Data Services, Inc. at the address  listed  in  the
Prospectus  on  any Business Day will receive the net asset value  computed
that   day.    Orders  received  after  4:00  p.m.  by  certain  processing
organizations  which  have  entered  into  special  arrangements  with  the
Investment  Manager  will  also receive that  day's  offering  price.   The
broker-dealer, omnibus processor or investment professional is  responsible
for  promptly transmitting orders to the Trust.  Orders transmitted to  the
Trust at the address indicated in the Prospectus will be promptly forwarded
to the Transfer Agent.

     Federal Funds or Bank Wires used to pay for purchase orders must be in
U.S.  dollars  and  received  in  advance, except  for  certain  processing
organizations which have entered into special arrangements with the  Trust.
Purchases  made by check are effected when the check is received,  but  are
accepted subject to collection at full face value in U.S. funds and must be
drawn in U.S. Dollars on a U.S. bank.

     To  ensure  that  checks  are collected by the Trust,  redemptions  of
shares  which were purchased by check are not effected until the  clearance
of  the  check,  which may take up to 15 days after the  date  of  purchase
unless  arrangements are made with the Investment Manager.  However, during
this  15  day  period, such shareholder may exchange such shares  into  any
series of Managers AMG Funds, The Managers Funds, The Managers Trust  I  or
The  Managers  Trust II.  The 15 day holding period for  redemptions  would
still apply to such exchanges.

     If  the  check accompanying any purchase order does not clear,  or  if
there are insufficient funds in your bank account, the transaction will  be
canceled  and you will be responsible for any loss the Trust  incurs.   For
current  shareholders,  the  Fund can redeem shares  from  any  identically
registered account in the Fund as reimbursement for any loss incurred.  The
Trust  has  the right to prohibit or restrict all future purchases  in  the
Trust  in the event of any nonpayment for shares.  Third party checks which
are  payable to an existing shareholder who is a natural person (as opposed
to  a  corporation or partnership) and endorsed over to the Fund  or  State
Street Bank and Trust Company will be accepted.

     In  the  interest of economy and convenience, share certificates  will
not  be issued.  All share purchases are confirmed to the record holder and
credited  to such holder's account on the Trust's books maintained  by  the
Transfer Agent.

Redeeming Shares

     Any redemption orders received by the Trust before 4:00 p.m.  New York
Time on any Business Day will receive the net asset value determined at the
close of trading on the New York Stock Exchange (the "NYSE") on that day.

     Redemption  orders received after 4:00 p.m.  will be redeemed  at  the
net  asset  value determined at the close of trading on the  next  Business
Day.   Redemption orders transmitted to the Trust at the address  indicated
in the Prospectus will be promptly forwarded to the Transfer Agent.  If you
are  trading through a broker-dealer or investment adviser, such investment
professional is responsible for promptly transmitting orders.  There is  no
redemption  charge.   The  Fund reserves the right  to  redeem  shareholder
accounts  (after 60 days notice) when the value of the Fund shares  in  the
account  falls  below  $500  due to redemptions.   Whether  the  Fund  will
exercise its right to redeem shareholder accounts will be determined by the
Investment Manager on a case-by-case basis.

     If  the  Fund  determines  that it would be detrimental  to  the  best
interest  of the remaining shareholders of the Fund to make payment  wholly
or  partly in cash, payment of the redemption price may be made in whole or
in  part by a distribution in kind of securities from the Fund, in lieu  of
cash,  in  conformity with the applicable rule of the SEC.  If  shares  are
redeemed  in kind, the redeeming shareholder might incur transaction  costs
in  converting  the  assets  to  cash.  The  method  of  valuing  portfolio
securities  is  described under the "Net Asset Value," and  such  valuation
will be made as of the same time the redemption price is determined.

     Investors  should be aware that redemptions from the Fund may  not  be
processed if a redemption request is not submitted in proper form.   To  be
in  proper  form,  the  request  must include  the  shareholder's  taxpayer
identification  number, account number, Fund number and signatures  of  all
account  holders.  All redemptions will be mailed to the address of  record
on  the shareholder's account.  In addition, if a shareholder sends a check
for  the purchase of shares of the Fund and shares are purchased before the
check  has cleared, the transmittal of redemption proceeds from the  shares
will  occur upon clearance of the check which may take up to 15 days.   The
Fund  reserves the right to suspend the right of redemption and to postpone
the  date  of  payment upon redemption beyond seven days  as  follows:  (i)
during periods when the NYSE is closed for other than weekends and holidays
or  when trading on the NYSE is restricted as determined by the SEC by rule
or  regulation, (ii) during periods in which an emergency, as determined by
the  SEC, exists that causes disposal by the Fund of, or evaluation of  the
net   asset   value   of,  portfolio  securities  to  be  unreasonable   or
impracticable, or (iii) for such other periods as the SEC may permit.

Exchange of Shares

     An  investor  may  exchange shares from the Fund into  shares  of  any
series of Managers AMG Funds, The Managers Funds, The Managers Trust  I  or
The  Managers  Trust II without any charge.  An investor may make  such  an
exchange if following such exchange the investor would continue to meet the
Fund's  minimum investment amount.  Shareholders should read the Prospectus
of  the  series  of  Managers AMG Funds, The Managers Funds,  The  Managers
Trust  I or The Managers Trust II they are exchanging into.  Investors  may
exchange  only into accounts that are registered in the same name with  the
same  address and taxpayer identification number.  Shares are exchanged  on
the  basis of the relative net asset value per share.  Since exchanges  are
purchases  of  a  series  of Managers AMG Funds, The  Managers  Funds,  The
Managers Trust I or The Managers Trust II and redemptions of the Fund,  the
usual  purchase and redemption procedures and requirements  apply  to  each
exchange.  Shareholders are subject to federal income tax and may recognize
capital  gains  or losses on the exchange for federal income tax  purposes.
Settlement on the shares of any series of Managers AMG Funds, The  Managers
Funds,  The Managers Trust I or The Managers Trust II will occur  when  the
proceeds from redemption become available.  The Trust reserves the right to
discontinue, alter or limit the exchange privilege at any time.

Net Asset Value

     The  Fund  computes its Net Asset value once daily on  Monday  through
Friday  on each day on which the NYSE is open for trading, at the close  of
business of the NYSE, usually 4:00 p.m. New York Time.  The net asset value
will  not be computed on the day the following legal holidays are observed:
New  Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial  Day, Independence Day, Labor Day, Thanksgiving Day and  Christmas
Day.   The Fund may close for purchases and redemptions at such other times
as  may  be determined by the Board of Trustees to the extent permitted  by
applicable  law.   The  time at which orders are accepted  and  shares  are
redeemed may be changed in case of an emergency or if the NYSE closes at  a
time other than 4:00 p.m. New York Time.

     The  net  asset value of the Fund is equal to the value  of  the  Fund
(assets  minus  liabilities) divided by the number of  shares  outstanding.
Fund  securities listed on an exchange are valued at the last  quoted  sale
price  on the exchange where such securities are principally traded on  the
valuation date, prior to the close of trading on the NYSE, or, lacking  any
sales, at the last quoted bid price on such principal exchange prior to the
close of trading on the NYSE.  Over-the-counter securities for which market
quotations  are  readily available are valued at the last  sale  price  or,
lacking any sales, at the last quoted bid price on that date prior  to  the
close  of trading on the NYSE.  Securities and other instruments for  which
market  quotations are not readily available are valued at fair  value,  as
determined  in  good  faith and pursuant to procedures established  by  the
Trustees.

Dividends and Distributions

     The Fund declares and pays dividends and distributions as described in
the Prospectus.

     If  a  shareholder  has  elected  to receive  dividends  and/or  their
distributions in cash and the postal or other delivery service is unable to
deliver  the  checks to the shareholder's address of record, the  dividends
and/or distribution will automatically be converted to having the dividends
and/or  distributions reinvested in additional shares.   No  interest  will
accrue on amounts represented by uncashed dividend or redemption checks.

Distribution Plan

     The  Trust has adopted a "Plan of Distribution Pursuant to Rule 12b-1"
(the  "Distribution  Plan") under which the Trust may engage,  directly  or
indirectly, in financing any activities primarily intended to result in the
sale  of  shares,  including, but not limited to, (1)  making  payments  to
underwriters, securities dealers and others engaged in the sale of  shares,
including  payments  to the Distributor to compensate  or  reimburse  other
persons  for  engaging  in  such activities  and  (2)  paying  expenses  or
providing  reimbursement of expenditures incurred  by  the  Distributor  or
other  persons  in  connection with the offer or sale of shares,  including
expenses  relating  to  the  formulation and  implementation  of  marketing
strategies  and  promotional activities such as direct mail promotions  and
television,  radio,  newspaper, magazine and other mass media  advertising,
the  preparation, printing and distribution of sales literature and reports
for recipients other than existing shareholders of the Trust, and obtaining
such  information,  analyses  and reports with  respect  to  marketing  and
promotional activities and investor accounts as the Trust may, from time to
time,  deem advisable.  The Trust and the Fund are authorized to engage  in
the activities listed above, and in other activities primarily intended  to
result in the sale of shares, either directly or through other persons with
which  the  Trust has entered into agreements pursuant to the  Distribution
Plan.   Under  the Distribution Plan, the Board of Trustees  may  authorize
payments  which  may  not exceed on an annual basis 0.25%  of  the  average
annual  net  assets  of  the Fund.  The Trustees have  not  authorized  the
payment of any fees to date.

                      CERTAIN TAX MATTERS

Federal Income Taxation of Fund-in General

     The  Fund intends to qualify and elect to be treated each taxable year
as  a  "regulated  investment company" under Subchapter M of  the  Internal
Revenue  Code  of 1986, as amended (the "Code"), although  it  cannot  give
complete  assurance that it will qualify to do so.  Accordingly,  the  Fund
must,  among other things, (a) derive at least 90% of its gross  income  in
each  taxable  year  from  dividends, interest, payments  with  respect  to
securities  loans,  gains  from the sale or  other  disposition  of  stock,
securities  or  foreign  currencies, or other income  (including,  but  not
limited to, gains from options, futures or forward contracts) derived  with
respect  to  its  business  of  investing  in  such  stock,  securities  or
currencies  (the  "90%  test");  and (b)  satisfy  certain  diversification
requirements on a quarterly basis.

     If  the  Fund should fail to qualify as a regulated investment company
in  any year, it would lose the beneficial tax treatment accorded regulated
investment companies under Subchapter M of the Code and all of its  taxable
income  would  be  subject to tax at regular corporate  rates  without  any
deduction for distributions to shareholders, and such distributions will be
taxable  to  shareholders as ordinary income to the extent  of  the  Fund's
current  or  accumulated earnings and profits.  Also, the shareholders,  if
they  received a distribution in excess of current or accumulated  earnings
and  profits, would receive a return of capital that would reduce the basis
of  their  shares  of the Fund to the extent thereof.  Any distribution  in
excess  of  a  shareholder's  basis in the shareholder's  shares  would  be
taxable as gain realized from the sale of such shares.

     The  Fund will be liable for a nondeductible 4% excise tax on  amounts
not  distributed  on  a  timely basis in accordance with  a  calendar  year
distribution requirement.  To avoid the tax, during each calendar year  the
Fund  must  distribute an amount equal to at least 98% of the  sum  of  its
ordinary  income (not taking into account any capital gains or losses)  for
the  calendar year, and its net capital gain income for the 12-month period
ending  on  October  31, in addition to any undistributed  portion  of  the
respective balances from the prior year.  For that purpose, any  income  or
gain  retained  by  the  Fund that is subject  to  corporate  tax  will  be
considered to have been distributed by year end.  The Fund intends to  make
sufficient distributions to avoid this 4% excise tax.

Taxation of the Fund's Investments

     Original  Issue  Discount; Market Discount.  For  federal  income  tax
purposes,  debt securities purchased by the Fund may be treated  as  having
original  issue discount.  Original issue discount represents interest  for
federal  income tax purposes and can generally be defined as the excess  of
the stated redemption price at maturity of a debt obligation over the issue
price.   Original issue discount is treated for federal income tax purposes
as  income  earned  by  the Fund, whether or not  any  income  is  actually
received, and therefore is subject to the distribution requirements of  the
Code.   Generally, the amount of original issue discount is  determined  on
the  basis  of  a constant yield to maturity which takes into  account  the
compounding  of  accrued interest.  Under Section  1286  of  the  Code,  an
investment  in  a stripped bond or stripped coupon may result  in  original
issue discount.

     Debt  securities  may  be purchased by the Fund  at  a  discount  that
exceeds the original issue discount plus previously accrued original  issue
discount  remaining  on  the  securities, if any,  at  the  time  the  Fund
purchases  the  securities.   This additional  discount  represents  market
discount for federal income tax purposes.  In the case of any debt security
issued  after July 18, 1984, having a fixed maturity date of more than  one
year  from the date of issue and having market discount, the gain  realized
on disposition will be treated as interest to the extent it does not exceed
the  accrued  market discount on the security (unless the  Fund  elects  to
include such accrued market discount in income in the tax year to which  it
is  attributable).  Generally, market discount is accrued on a daily basis.
The  Fund may be required to capitalize, rather than deduct currently, part
or  all of any direct interest expense incurred or continued to purchase or
carry  any debt security having market discount, unless the Fund makes  the
election  to  include  market discount currently.  Because  the  Fund  must
include  original issue discount in income, it will be more  difficult  for
the  Fund  to make the distributions required for the Fund to maintain  its
status as a regulated investment company under Subchapter M of the Code  or
to avoid the 4% excise tax described above.

     Options  and  Futures Transactions.  Certain of the Fund's investments
may  be  subject  to provisions of the Code that (i) require  inclusion  of
unrealized  gains or losses in the Fund's income for purposes  of  the  90%
test,  and  require inclusion of unrealized gains in the Fund's income  for
purposes of the excise tax and the distribution requirements applicable  to
regulated investment companies; (ii) defer recognition of realized  losses;
and  (iii)  characterize  both realized and  unrealized  gain  or  loss  as
short-term  and long-term gain, irrespective of the holding period  of  the
investment.   Such provisions generally apply to, among other  investments,
options  on  debt securities, indices on securities and futures  contracts.
The  Fund  will monitor its transactions and may make certain tax elections
available to it in order to mitigate the impact of these rules and  prevent
disqualification of the Fund as a regulated investment company.

Federal Income Taxation of Shareholders

     General.   Dividends  paid by the Fund may be  eligible  for  the  70%
dividends-received  deduction  for corporations.   The  percentage  of  the
Fund's  dividends eligible for such tax treatment may be less than 100%  to
the  extent  that  less than 100% of the Fund's gross income  may  be  from
qualifying  dividends  of domestic corporations. Any dividend  declared  in
October, November or December and made payable to shareholders of record in
any  such month is treated as received by such shareholder on December  31,
provided  that  the Fund pays the dividend during January of the  following
calendar year.

     Distributions by the Fund can result in a reduction in the fair market
value  of the Fund's shares.  Should a distribution reduce the fair  market
value below a shareholder's cost basis, such distribution nevertheless  may
be  taxable  to the shareholder as ordinary income or  capital  gain,  even
though,  from an investment standpoint, it may constitute a partial  return
of capital.  In particular, investors should be careful to consider the tax
implications  of  buying shares just prior to a taxable distribution.   The
price  of  shares  purchased  at  that time  includes  the  amount  of  any
forthcoming distribution.  Those investors purchasing shares just prior  to
a  taxable  distribution  will then receive a  return  of  investment  upon
distribution which will nevertheless be taxable to them.

Foreign Shareholders

     Dividends  of  net investment income and distribution of realized  net
short-term gain in excess of net long-term loss to a shareholder who  is  a
nonresident  alien  individual, fiduciary of a  foreign  trust  or  estate,
foreign  corporation or foreign partnership (a "foreign shareholder")  will
be  subject  to  U.S. withholding tax at the rate of 30% (or  lower  treaty
rate)  unless the dividends are effectively connected with a U.S. trade  or
business of the shareholder, in which case the dividends will be subject to
tax  on  a  net  income  basis at the graduated rates  applicable  to  U.S.
individuals  or domestic corporations.  Distributions treated as  long-term
capital  gains  to  foreign shareholders will not be subject  to  U.S.  tax
unless  the  distributions are effectively connected with the shareholder's
trade or business in the United States or, in the case of a shareholder who
is  a  nonresident  alien individual, the shareholder was  present  in  the
United  States for more than 182 days during the taxable year  and  certain
other conditions are met.

     In  the  case  of  a  foreign shareholder who is a  nonresident  alien
individual  or  foreign entity, the Fund may be required to  withhold  U.S.
federal  income  tax  as  "backup withholding" at  the  rate  of  31%  from
distributions treated as long-term capital gains and from the  proceeds  of
redemptions,  exchanges or other dispositions of the Fund's  shares  unless
IRS  Form  W-8 is provided.  Transfers by gift of shares of the Fund  by  a
foreign  shareholder  who is a non-resident alien individual  will  not  be
subject to U.S. federal gift tax, but the value of shares of the Fund  held
by  such shareholder at his or her death will be includible in his  or  her
gross estate for U.S. federal estate tax purposes.

State and Local Taxes

     The  Fund  may  also  be  subject  to  state  and/or  local  taxes  in
jurisdictions  in  which  the Fund is deemed  to  be  doing  business.   In
addition,  the treatment of the Fund and its shareholders in  those  states
which  have  income tax laws might differ from treatment under the  federal
income  tax laws.  Shareholders should consult with their own tax  advisers
concerning  the foregoing state and local tax consequences of investing  in
the Fund.

Other Taxation

     The Fund is a series of a Massachusetts business trust.  Under current
law,  neither the Trust nor the Fund is liable for any income or  franchise
tax  in The Commonwealth of Massachusetts, provided that the Fund continues
to  qualify  as a regulated investment company under Subchapter  M  of  the
Code.

     Shareholders  should consult their tax advisers about the  application
of  the  provisions  of tax law described in this Statement  of  Additional
Information in light of their particular tax situations.


                        PERFORMANCE DATA

     From  time to time, the Fund may quote performance in terms of  yield,
actual  distributions,  total return or capital  appreciation  in  reports,
sales literature, and advertisements published by the Fund.  Since the Fund
commenced  operations on [_________, 2000], there is no current performance
information for the Fund.

Total Return

     The  Fund  may advertise performance in terms of average annual  total
return for 1-, 5- and 10-year periods, or for such lesser periods that  the
Fund  has  been in existence.  Average annual total return is  computed  by
finding the average annual compounded rates of return over the periods that
would  equate  the initial amount invested to the ending redeemable  value,
according to the following formula:

                       P (1 + T) N = ERV

In the above formula, P = a hypothetical initial payment of $1,000

T = average annual total return
N = number of years
ERV  =  ending redeemable value of the hypothetical $1,000 payment made  at
the  beginning of the 1-, 5- or 10-year periods at the end of the  year  or
period

     The  figure is then annualized.  The formula assumes that any  charges
are deducted from the initial $1,000 payment and assumes that all dividends
and  distributions by the Fund are reinvested at the price  stated  in  the
Prospectus on the reinvestment dates during the period

Performance Comparisons

     The  Fund  may  compare  its performance to the performance  of  other
mutual  funds having similar objectives.  This comparison must be expressed
as  a ranking prepared by independent services or publications that monitor
the performance of various mutual funds such as Lipper, Inc. ("Lipper") and
Morningstar, Inc., ("Morningstar").  Lipper prepares the "Lipper  Composite
Index,"  a  performance  benchmark based upon the  average  performance  of
publicly  offered  stock  funds, bond funds,  and  money  market  funds  as
reported by Lipper.  Morningstar, a widely used independent research  firm,
also  ranks mutual funds by overall performance, investment objectives  and
assets.  The Fund's performance may also be compared to the performance  of
various  unmanaged indices such as the Russell 3000 Growth  Index,  Russell
1000  Growth Index, Standard & Poor's 500 Composite Stock Price Index,  the
Standard  &  Poor's  400  Composite Stock Price  Index  or  the  Dow  Jones
Industrial Average.

Massachusetts Business Trust

     The  Fund is a series of a "Massachusetts business trust." A  copy  of
the  Declaration  of Trust for the Trust is on file in the  office  of  the
Secretary of The Commonwealth of Massachusetts.  The Declaration  of  Trust
and the By-Laws of the Trust are designed to make the Trust similar in most
respects   to   a   Massachusetts  business  corporation.   The   principal
distinction  between the two forms concerns shareholder liability  and  are
described below.

     Under  Massachusetts  law, shareholders of such  a  trust  may,  under
certain  circumstances,  be  held personally liable  as  partners  for  the
obligations  of  the  trust.   This is not the  case  for  a  Massachusetts
business  corporation.   However, the Declaration of  Trust  of  the  Trust
provides  that  the  shareholders shall not  be  subject  to  any  personal
liability  for  the acts or obligations of the Fund and that every  written
agreement, obligation, instrument or undertaking made on behalf of the Fund
shall  contain  a  provision to the effect that the  shareholders  are  not
personally liable thereunder.

     No  personal  liability  will  attach to the  shareholders  under  any
undertaking  containing  such  provision  when  adequate  notice  of   such
provision  is given, except possibly in a few jurisdictions.  With  respect
to  all types of claims in the latter jurisdictions, (i) tort claims,  (ii)
contract  claims  where  the provision referred  to  is  omitted  from  the
undertaking, (iii) claims for taxes, and (iv) certain statutory liabilities
in  other jurisdictions, a shareholder may be held personally liable to the
extent that claims are not satisfied by the Fund.  However, upon payment of
such liability, the shareholder will be entitled to reimbursement from  the
general  assets of the Fund.  The Trustees of the Trust intend  to  conduct
the  operations  of  the Trust in a way as to avoid, as  far  as  possible,
ultimate liability of the shareholders of the Fund.

     The  Declaration of Trust further provides that the name of the  Trust
refers  to  the  Trustees collectively as Trustees, not as  individuals  or
personally, that no Trustee, officer, employee or agent of the Fund or to a
shareholder, and that no Trustee, officer, employee or agent is  liable  to
any third persons in connection with the affairs of the Fund, except if the
liability arises from his or its own bad faith, willful misfeasance,  gross
negligence  or  reckless  disregard of his or  its  duties  to  such  third
persons.  It also provides that all third persons shall look solely to  the
property  of the Fund for any satisfaction of claims arising in  connection
with  the  affairs  of the Fund.  With the exceptions stated,  the  Trust's
Declaration of Trust provides that a Trustee, officer, employee or agent is
entitled  to  be indemnified against all liability in connection  with  the
affairs of the Fund.

     The  Trust  shall continue without limitation of time subject  to  the
provisions in the Declaration of Trust concerning termination by action  of
the  shareholders  or  by  action  of  the  Trustees  upon  notice  to  the
shareholders.

Description of Shares

     The Trust is an open-end management investment company organized as  a
Massachusetts business trust in which the Fund represents a separate series
of  shares  of  beneficial  interest.  See "Massachusetts  Business  Trust"
above.

     The  Declaration of Trust permits the Trustees to issue  an  unlimited
number  of  full and fractional shares ($0.001 par value) of  one  or  more
series  and  to divide or combine the shares of any series, if  applicable,
without  changing the proportionate beneficial interest of each shareholder
in  the Fund or assets of another series, if applicable.  Each share of the
Fund  represents an equal proportional interest in the Fund with each other
share.   Upon liquidation of the Fund, shareholders are entitled  to  share
pro  rata in the net assets of the Fund available for distribution to  such
shareholders.   See "Massachusetts Business Trust" above.   Shares  of  the
Fund  have  no  preemptive or conversion rights  and  are  fully  paid  and
nonassessable.  The rights of redemption and exchange are described in  the
Prospectus and in this Statement of Additional Information.

     The shareholders of the Trust are entitled to one vote for each dollar
of  net  asset  value (or a proportionate fractional vote in respect  of  a
fractional dollar amount), on matters on which shares of the Fund shall  be
entitled  to  vote.  Subject to the 1940 Act, the Trustees themselves  have
the  power to alter the number and the terms of office of the Trustees,  to
lengthen  their  own  terms, or to make their terms of  unlimited  duration
subject  to  certain removal procedures, and appoint their own  successors,
provided  however,  that immediately after such appointment  the  requisite
majority  of  the  Trustees have been elected by the  shareholders  of  the
Trust.   The  voting  rights of shareholders are  not  cumulative  so  that
holders  of  more than 50% of the shares voting can, if they choose,  elect
all  Trustees being selected while the shareholders of the remaining shares
would  be  unable to elect any Trustees.  It is the intention of the  Trust
not  to  hold  meetings of shareholders annually.  The  Trustees  may  call
meetings  of shareholders for action by shareholder vote as may be required
by either the 1940 Act or by the Declaration of Trust of the Trust.

     Shareholders  of  the Trust have the right, upon  the  declaration  in
writing  or  vote  of  more than two-thirds of its outstanding  shares,  to
remove  a  Trustee  from  office.  The Trustees  will  call  a  meeting  of
shareholders  to vote on removal of a Trustee upon the written  request  of
the  record  holders  of  10% of the shares of  the  Trust.   In  addition,
whenever  ten or more shareholders of record who have been shareholders  of
record  for  at least six months prior to the date of the application,  and
who  hold  in  the aggregate either shares of the Fund having a  net  asset
value of at least $25,000 or at least 1% of the Trust's outstanding shares,
whichever  is  less, shall apply to the Trustees in writing,  stating  that
they  wish  to communicate with other shareholders with a view to obtaining
signatures to request a meeting for the purpose of voting upon the question
of   removal  of  any  of  the  Trustees  and  accompanies  by  a  form  of
communication  and request which they wish to transmit, the Trustees  shall
within  five  business days after receipt of such application  either:  (1)
afford  to  such applicants access to a list of the names and addresses  of
all  shareholders as recorded on the books of the Trust; or (2) inform such
applicants as to the approximate number of shareholders of record, and  the
approximate  cost of mailing to them the proposed shareholder communication
and  form  of  request.  If the Trustees elect to follow  the  latter,  the
Trustees,  upon  the written request of such applicants  accompanied  by  a
tender of the material to be mailed and the reasonable expenses of mailing,
shall,  with  reasonable promptness, mail such material to all shareholders
of  record at their addresses as recorded on the books, unless within  five
business  days after such tender the Trustees shall mail to such applicants
and file with the SEC, together with a copy of the material to be mailed, a
written  statement  signed by at least a majority of the  Trustees  to  the
effect   that  in  their  opinion  either  such  material  contains  untrue
statements of fact or omits to state facts necessary to make the statements
contained  therein not misleading, or would be in violation  of  applicable
law,  and  specifying  the  basis of such opinion.  After  opportunity  for
hearing upon the objections specified in the written statements filed,  the
SEC may, and if demanded by the Trustees or by such applicants shall, enter
an  order  either sustaining one or more objections or refusing to  sustain
any  of such objections, or if, after the entry of an order sustaining  one
or more objections, the SEC shall find, after notice and opportunity for  a
hearing, that all objections so sustained have been met, and shall enter an
order so declaring, the Trustees shall mail copies of such material to  all
shareholders with reasonable promptness after the entry of such  order  and
the renewal of such tender.

     The  Trustees have authorized the issuance and sale to the  public  of
shares of one series of the Trust.  The Trustees may authorize the issuance
of  additional series of the Trust.  The proceeds from the issuance of  any
additional  series  would  be invested in separate,  independently  managed
portfolios  with distinct investment objectives, policies and restrictions,
and  share  purchase,  redemption  and net  asset  value  procedures.   All
consideration  received by the Trust for shares of any  additional  series,
and  all  assets in which such consideration is invested, would  belong  to
that series, subject only to the rights of creditors of the Trust and would
be  subject  to  the  liabilities related  thereto.   Shareholders  of  the
additional  series  will approve the adoption of any  management  contract,
distribution  agreement and any changes in the investment policies  of  the
Fund, to the extent required by the 1940 Act.

Additional Information

     This  Statement  of Additional Information and the Prospectus  do  not
contain  all  of  the  information included  in  the  Trust's  Registration
Statement filed with the SEC under the 1933 Act.  Pursuant to the rules and
regulations   of  the  SEC,  certain  portions  have  been  omitted.    The
Registration  Statements, including the Exhibits filed  therewith,  may  be
examined at the office of the SEC in Washington DC.

     Statements  contained in the Statement of Additional  Information  and
the  Prospectus  concerning the contents or any contract or other  document
are  not  necessarily complete, and in each instance, reference is made  to
the  copy  of  such contract or other document filed as an Exhibit  to  the
applicable Registration Statement.  Each such statement is qualified in all
respects by such reference.

No  dealer,  salesman or any other person has been authorized to  give  any
information  or to make any representations, other than those contained  in
the  Prospectus or this Statement of Additional Information, in  connection
with  the  offer  of shares of the Fund and, if given or made,  such  other
representations  or  information must not be relied  upon  as  having  been
authorized  by the Trust, the Fund or the Distributor.  The Prospectus  and
this Statement of Additional Information do not constitute an offer to sell
or  solicit  an offer to buy any of the securities offered thereby  in  any
jurisdiction  to  any person to whom it is unlawful for  the  Fund  or  the
Distributor to make such offer in such jurisdictions.
<PAGE>



                                  PART C
                     To the Registration Statement of
                     Managers AMG Funds (the "Trust")

Item 23.  Exhibits.

Exhibit No.              Description

     a.1  Master Trust Agreement dated June 18, 1999.(i)

     a.2  Amendment No. 1 to Master Trust Agreement changing the name of
          the "Essex Growth Fund" to "Essex Aggressive Growth Fund."(iii)

     a.3  Amendment No. 2 to Master Trust Agreement changing the name of
          the Trust to "Managers AMG Funds."(iii)

     b.   By-Laws of the Trust dated June 18, 1999.(i)

     c.   Sections 4.2(d), 4.2(e), 4.2(f), 4.2(i), 4.2(j), 4.2(k), 4.2(m),
          4.6, 6.3, 6.5, 6.6, 7.1, 7.2 and 7.3 and Article V of the Master
          Trust Agreement are included in Exhibit a.(i)

     d.1  Investment Management Agreement between the Registrant and The
          Managers Funds LLC with respect to the Essex Aggressive Growth
          Fund, dated as of October 19, 1999.(iii)

     d.2  Form of Investment Management Agreement between the Registrant
          and The Managers Funds LLC with respect to the Frontier Growth
          Fund, dated as of ____________, filed herewith.

     d.3  Sub-Advisory Agreement between The Managers Funds LLC and Essex
          Investment Management Company, LLC with respect to the Essex
          Aggressive Growth Fund, dated as of October 19, 1999. (iii)

     d.4  Form of Sub-Advisory Agreement between The Managers Funds LLC and
          Frontier Capital Management Company, LLC with respect to the
          Frontier Growth Fund, dated as of _____________, filed herewith.

     e.   Distribution Agreement between the Registrant and The Managers
          Funds LLC, dated as of October 19, 1999. (iii)

     f.   Not applicable.

     g.   Form of Custodian Agreement between the Registrant and State Street
          Bank and Trust Company.

     h.   Form of Transfer Agency Agreement between the Registrant and Boston
          Financial Data Services, Inc.

     i.1  Opinion and Consent of Goodwin, Procter & Hoar LLP with respect
          to the Essex Aggressive Growth Fund.(iii)

     i.2  Opinion and Consent of Goodwin, Procter & Hoar LLP with respect
     	    to the Frontier Growth Fund, to be filed by Post-Effective Amendment.

     j.1  Consent of PricewaterhouseCoopers LLP with respect to the Frontier
          Growth Fund.(iii)

     j.2  Opinion and Consent of Deloitte & Touche LLP with respect to the
          Frontier Growth Fund(iii)

     k.   Not Applicable.

     l.   Power of Attorney dated September 9, 1999. (ii)

     m.   Plan of Distribution Pursuant to Rule 12b-1, dated as of
          October 15, 1999.(iii)

     n.   Not applicable.

     o.   Not applicable.

     p.1  Code of Ethics of the Trust, to be filed by Post-Effective Amenmdment.

     p.2  Code of Ethics of The Managers Funds LLC, to be filed by Post-
          Effective Amendment.

     p.3 Code of Ethics for Essex Investment Management Company, LLC, to be
         filed by Post-Effective Amendment.

     p.4 Code of Ethics of Frontier Capital Management Company, LLC, to be
         filed by Post-Effective Amendment.

_____________________________________________________________________________

(i)  Filed as an exhibit to the Registrant's Registration Statement on Form
     N-1A, Registration No. 333-84639 (filed August 6, 1999), under the
     same exhibit number.

(ii) Filed as an exhibit to Pre-Effective Amendment No. 1 to the
     Registrant's Registration Statement on Form N-1A, Registration No.
     333-84639 (filed September 23, 1999), under the same exhibit number.

(iii)Filed as an exhibit to Pre-Effective Amendment No. 2 to the
     Registrant's Registration Statement on Form N-1A, Registration No.
     333-84639 (filed November 1, 1999), under the same exhibit number.

Item 24.  Persons Controlled by or Under Common Control with Registrant.

          None.

Item 25.  Indemnification.

          Under Article VI of the Registrant's Master Trust Agreement, any
present or former Trustee, Officer, agent or employee or person serving in
such capacity with another entity at the request of the Registrant
("Covered Person") shall be indemnified against all liabilities, including
but not limited to amounts paid in satisfaction of judgments, in
compromises or as fines or penalties and expenses, including reasonable
legal and accounting fees, in connection with the defense or disposition of
any proceeding by or in the name of the Registrant or any shareholder in
his capacity as such if: (i) a favorable final decision on the merits is
made by a court or administrative body; or (ii) a reasonable determination
is made by a vote of the majority of a quorum of disinterested Trustees or
by independent legal counsel that the Covered Person was not liable by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in his office ("Disabling Conduct"); or
(iii) a determination is made to indemnify the Covered Person under
procedures approved by the Board of Trustees which in the opinion of
independent legal counsel are not inconsistent with the Investment Company
Act of 1940, as amended (the "1940 Act"). Said Article VI further provides
that the Registrant shall indemnify any Covered Person against any such
liabilities and expenses incurred in connection with the defense or
disposition of any other type of proceeding except with respect to any
matter as to which the Covered Person shall have engaged in Disabling
Conduct or shall have been finally adjudicated not to have acted in good
faith and in the reasonable belief that such Covered Person's action was in
or not opposed to the best interests of the Registrant.

Item 26.  Business and Other Connections of Investment Adviser.

          The Managers Funds LLC, a registered investment adviser, serves
as investment adviser to the Essex Aggressive Growth Fund.  The Managers
Funds LLC is a subsidiary of Affiliated Managers Group, Inc. ("AMG") and
AMG serves as its Managing Member.  The Managers Funds LLC serves
exclusively as an investment adviser to investment companies registered
under the 1940 Act. The business and other connections of the officers and
directors of The Managers Funds LLC, are listed in Schedules A and D of its
ADV Form as currently on file with the Commission, the text of which
Schedules are hereby incorporated herein by reference.  The file number of
said ADV Form is 801-56365.

          Essex Investment Management Company, LLC ("Essex') serves as sub-
adviser to the Essex Aggressive Growth Fund.  AMG owns a majority interest
in Essex.  Essex is the successor firm to Essex Investment Management
Company, Inc., which was formed in 1976.  The business and other
connections of the officers and directors of Essex are listed in Schedules
A and D of its ADV Form as currently on file with the Commission, the text
of which Schedules are hereby incorporated herein by reference.  The file
number of said ADV Form is 801-12548.

        Frontier Capital Management Company, LLC ("Frontier") serves as sub-
adviser to the Frontier Growth Fund.  AMG owns a majority interest
in Frontier.  Frontier is the successor firm to Frontier Capital Management
Company, Inc., which was formed in 1980. The business and other
connections of the officers and directors of Frontier are listed in Schedules
A and D of its ADV Form as currently on file with the Commission, the text
of which Schedules are hereby incorporated herein by reference.  The file
number of said ADV Form is _____________.

Item 27.       Principal Underwriters.

          (a)  The Managers Funds LLC acts as principal underwriter for the
Registrant.  The Managers Funds LLC also acts as principal underwriter for
The Managers Funds.

          (b)  The following information relates to the directors, officers
and partners of The Managers Funds LLC:

     The business and other connections of the officers and directors of
The Managers Funds LLC are listed in Schedules A and D of its ADV Form as
currently on file with the Commission, the text of which Schedules are
hereby incorporated herein by reference.  The file number of said ADV Form
is 801-56365.

          (c)  Not applicable.

Item 28.  Location of Accounts and Records.

          The accounts and records of the Registrant are maintained at the
offices of the Registrant at 40 Richards Avenue, Norwalk,
Connecticut  06854 and at the offices of the Custodian, State Street Bank
and Trust Company, 225 Franklin Street, Boston, Massachusetts  02106 and
1776 Heritage Drive, North Quincy, Massachusetts  01171 and at the offices
of the Transfer Agent, Boston Financial Data Services, Inc. 1776 Heritage
Drive, North Quincy, Massachusetts  01171.

Item 29.  Management Services.

          There are no management-related service contracts other than the
Investment Management Agreement relating to management services described
in Parts A and B.

Item 30.  Undertakings.

          Not applicable.

                           SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in this City of Boston and
Commonwealth of Massachusetts on the 19th day of June 2000.

                                    MANAGERS AMG FUNDS

                                        By:/s/John Kingston, III
                                        John Kingston, III
                                        Secretary

     Signature              Capacity                 Date


Jack W. Aber*                Trustee           June 19, 2000
Jack W. Aber


William E. Chapman, II*     Trustee            June 19, 2000
William E. Chapman, II


Sean M. Healey*             Trustee            June 19, 2000
Sean M. Healey


Edward J. Kaier*            Trustee            June 19, 2000
Edward J. Kaier


Eric Rakowski*              Trustee            June 19, 2000
Eric Rakowski


Peter Lebovitz*      President and Principal   June 19, 2000
Peter Lebovitz          Executive Officer


/s/ Donald Rumery  Treasurer, Principal Financial Officer
Donald Rumery    and Principal Accounting Officer   June 19, 2000


By:/s/John Kingston, III
*John Kingston, III pursuant to power of attorney filed herewith.

<PAGE>
Exhibit d.2
-------------

                 INVESTMENT MANAGEMENT AGREEMENT

     AGREEMENT made as of the ____ day of _______, 2000 between
THE MANAGERS FUNDS LLC, a limited liability company organized
under the laws of the State of Delaware and having its principal
place of business in Norwalk, Connecticut (the "Adviser"), and
MANAGERS AMG FUNDS, a Massachusetts business trust having its
principal place of business in Norwalk, Connecticut (the
"Trust").

     WHEREAS, the Adviser is engaged principally in the business
of rendering investment management services and is registered as
an investment adviser under the Investment Advisers Act of 1940,
as amended; and

     WHEREAS, the Trust engages in business as an open-end
management investment company and is so registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

     WHEREAS, the Trust is authorized to issue shares of
beneficial interest in separate series with each such series
representing interests in a separate portfolio of securities and
other assets; and

     WHEREAS, the Trust intends to offer shares in a second
series, the Frontier Growth Fund, such series (the "Second
Fund"), together with all other series established by the Trust
with respect to which the Adviser renders management and
investment advisory services pursuant to the terms of this
Agreement, being herein collectively referred to as the "Funds"
and individually as a "Fund".

     NOW THEREFORE, WITNESSETH: That it is hereby agreed between
the parties hereto as follows:

     1.   APPOINTMENT OF ADVISER.

          (a)  Second Fund. The Trust hereby appoints the Adviser
to act as manager and investment adviser to the Second Fund for
the period and on the terms herein set forth. The Adviser accepts
such appointment and agrees to render the services herein set
forth, for the compensation herein provided.

          (b)  Additional Funds. In the event that the Trust
establishes one or more series of shares other than the Second
Fund with respect to which it desires to retain the Adviser to
render management and investment advisory services hereunder, it
shall so notify the Adviser in writing, indicating the advisory
fee to be payable with respect to the additional series of
shares. If the Adviser is willing to render such services on the
terms provided for herein, it shall so notify the Trust in
writing, whereupon such series of shares shall become a Fund
hereunder.

     2.   DUTIES OF ADVISER.  The Adviser, at its own expense,
shall furnish the following services and facilities to the Trust:

          (a)  Investment Program. The Adviser shall, subject to
the provisions of paragraph 11 hereof, (i) develop and furnish
continuously an investment program and strategy for each Fund in
compliance with that Fund's investment objective and policies as
set forth in the Trust's current Registration Statement, (ii)
provide research and analysis relative to the investment program
and investments of each Fund, (iii) determine (subject to the
overall supervision and review of the Board of Trustees of the
Trust) what investments shall be purchased, held, sold or
exchanged by each Fund and what portion, if any, of the assets of
each Fund shall be held in cash or cash equivalents, and (iv)
make changes on behalf of the Trust in the investments of each
Fund.

          (b)  Administration.  The Adviser shall also manage,
supervise and conduct the other affairs and business of the Trust
and each Fund thereof and all matters incidental thereto, subject
always to the control of the Board of Trustees of the Trust and
to the provisions of the Trust's Master Trust Agreement and
By-laws, as amended, and the 1940 Act.

          In connection therewith, the Adviser shall:

               (i)  furnish to the Trust necessary assistance in:

                    (A)  the preparation of all reports now or
hereafter required by federal or other laws; and

                    (B)  the preparation of prospectuses,
registration statements and amendments thereto that may be
required by federal or other laws or by the rules or regulations
of any duly authorized commission or administrative body.

               (ii) furnish to the Trust office space in the
offices of the Adviser, or in such other place or places as may
be agreed upon from time to time, and all necessary office
facilities, simple business equipment, supplies, utilities and
telephone service.

               (iii)     furnish to the Trust all executive and
administrative personnel necessary for managing the affairs of
the Trust, including personnel to perform clerical, bookkeeping,
accounting and other office functions. These services are
exclusive of the necessary records or services, including
shareholder services and fund accounting services, of any
dividend disbursing agent, transfer agent, registrar or
custodian. The Adviser shall compensate all personnel, officers,
and directors of the Trust if such persons are also employees of
the Adviser or its affiliates.

               (iv) arrange for providing and maintaining a bond
issued by a reputable insurance company authorized to do business
in the place where the bond is issued against larceny and
embezzlement covering each officer and employee of the Trust, the
Adviser and/or any sub-adviser who may singly or jointly with
others have access to funds or securities of the Trust, with
direct or indirect authority to draw upon such funds or to direct
generally the disposition of such funds. The bond shall be in
such reasonable amount as a majority of the Trustees who are not
"interested persons" of the Trust, as defined in the 1940 Act,
shall determine, with due consideration to the aggregate assets
of the Trust to which any such officer or employee may have
access. The premium, or portion thereof pursuant to an agreement
among the insured parties in the case of a joint insured bond,
for the bond shall be payable by the Trust in accordance with
paragraph 3(17).

     3.   ALLOCATION OF EXPENSES.  Except for the services or
facilities to be provided by the Adviser set forth in Paragraph 2
above, the Trust assumes and shall pay all expenses for all other
Trust operations and activities and shall reimburse the Adviser
for any such expense incurred by the Adviser (it being understood
that the Trust shall allocate such expenses between or among the
Funds to the extent contemplated by its Master Trust Agreement).
The expenses to be borne by the Trust shall include, without
limitation:

          (1)  all expenses of organizing the Trust or forming
any series thereof, to the extent now or hereafter permitted
under generally accepted accounting principles applicable to
registered investment companies;

          (2)  all expenses (including information, materials and
services other than services of the Adviser) of preparing,
printing and mailing all annual, semiannual and periodic reports,
proxy materials and other communications (including registration
statements, prospectuses and amendments and revisions thereto)
furnished to existing shareholders of the Trust and/or regulatory
authorities;

          (3)  fees involved in registering and maintaining
registration of the Trust and its shares with the Securities and
Exchange Commission and state regulatory authorities;

          (4)  any other registration, filing or other fees in
connection with requirements of regulatory authorities;

          (5)  expenses, including the cost of printing of
certificates, relating to the issuance of shares of the Trust;

          (6)  to the extent not paid by the Trust's distributor,
the expenses of maintaining a shareholder account and furnishing,
or causing to be furnished, to each shareholder a statement of
his account, including the expense of mailing;

          (7)  taxes and fees payable by the Trust to federal,
state or other governmental agencies;

          (8)  expenses related to the redemption of its shares,
including expenses attributable to any program of periodic
redemption;

          (9)  all issue and transfer taxes, brokers' commissions
and other costs chargeable to the Trust in connection with
securities transactions to which the Trust is a party, including
any portion of such commissions attributable to research and
brokerage services as defined by Section 28(e) of the Securities
Exchange Act of 1934, as amended from time to time (the "1934
Act");

          (10) the charges and expenses of the custodian
appointed by the Trust, or any depository utilized by such
custodian, for the safekeeping of its property;

          (11) charges and expenses of any shareholder servicing
agents, transfer agents and registrars appointed by the Trust,
including costs of servicing shareholder investment accounts;

          (12) charges and expenses of independent accountants
retained by the Trust;

          (13) fees and expenses for legal services in connection
with the affairs of the Trust, including reasonable fees charged
and expenses incurred by the Adviser, if any, for performing such
legal services for the Trust;

          (14) compensation and expenses of Trustees of the Trust
who are not "interested persons" of the Trust (as defined in the
1940 Act);

          (15) expenses of shareholders' and Trustees' meetings;

          (16) membership dues in, and assessments of, the
Investment Company Institute or similar organizations;

          (17) insurance premiums on fidelity, errors and
omissions and other coverages;

          (18) expenses incurred in connection with any
distribution plan adopted by the Trust in compliance with Rule
12b-1 of the 1940 Act;

          (19) such other non-recurring expenses of the Trust as
may arise, including expenses of actions, suits, or proceedings
to which the Trust is a party and the legal obligation which the
Trust may have to indemnify its Trustees or shareholders with
respect thereto;

          (20) fees and expenses incurred in connection with
registering and qualifying the Trust's shares with federal and
state regulatory authorities, including reasonable fees charged
and expenses incurred by the Adviser, if any, for performing such
services for the Trust; and

          (21) fees and expenses for fund accounting services,
including reasonable fees charged and expenses incurred by the
Adviser, if any, for performing such fund accounting services for
the Trust.

     4.   FEES.  For the services and facilities to be provided
by the Adviser as set forth in Paragraph 2 hereof, the Trust
shall pay to the Adviser an annual fee as set forth on Schedule A
to this Agreement.

     In the case of commencement or termination of this Agreement
with respect to any Fund during any calendar month, the fee with
respect to such Fund for that month shall be reduced
proportionately based upon the number of calendar days during
which it is in effect, and the fee shall be computed upon the
average daily net assets of such Fund for the days during which
it is in effect.

     5.   EXPENSE LIMITATION.  The Adviser agrees that if the
total expenses of any Fund (exclusive of interest, taxes,
brokerage expenses, distribution expenses, extraordinary items
and any other items allowed to be excluded by applicable state
law) for any fiscal year of the Trust exceed the lowest expense
limitation imposed in any jurisdiction in which that Fund is then
making sales of its shares or in which its shares are then
qualified for sale, the Adviser will pay or reimburse such Fund
for that excess up to the amount of its advisory fee payable with
respect to that Fund during that fiscal year. The amount of the
monthly advisory fee payable under Paragraph 4 hereof shall be
reduced to the extent that the monthly expenses of that Fund, on
an annualized basis, would exceed the foregoing limitation. At
the end of each fiscal year of the Trust, if the aggregate annual
expenses chargeable to any Fund for that year exceed the
foregoing limitation based upon the average of the monthly
average net asset value of that Fund for the year, the Adviser
will promptly reimburse that Fund for the amount of such excess
to the extent not already reimbursed by reduction of the monthly
advisory fee.  In the event that such expenses are within the
foregoing limitation, the Trust shall be obligated to pay the
Adviser excess amounts previously withheld from the advisory fee
during that fiscal year, provided that the amount of such payment
would not exceed the foregoing limitation.

     In the event that this Agreement (i) is terminated with
respect to any one or more Funds as of a date other than the last
day of the fiscal year of the Trust or (ii) commences with
respect to one or more Funds as of a date other than the first
day of the fiscal year of the Trust, then the expenses of such
Fund or Funds shall be annualized and the Adviser shall pay to,
or receive from, the applicable Fund or Funds a pro rata portion
of the amount that the Adviser would have been required to pay or
would have received, if any, had this Agreement remained in
effect with respect to such Fund or Funds for the full fiscal
year.

     6.   PORTFOLIO TRANSACTIONS.  In connection with the
management of the investment and reinvestment of the assets of
the Trust, the Adviser, acting by its own officers, directors or
employees or by a duly authorized subcontractor, is authorized to
select the brokers or dealers that will execute purchase and sale
transactions for the Trust.  In executing portfolio transactions
and selecting brokers or dealers, if any, the Adviser will use
its best efforts to seek on behalf of a Fund the best overall
terms available. In assessing the best overall terms available
for any transaction, the Adviser shall consider all factors it
deems relevant, including the breadth of the market in and the
price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the
commission, if any, with respect to the specific transaction and
on a continuing basis. In evaluating the best overall terms
available, and in selecting the broker or dealer, if any, to
execute a particular transaction, the Adviser may also consider
the brokerage and research services (as those terms are defined
in Section 28(e) of the 1934 Act) provided to any Fund of the
Trust and/or other accounts over which the Adviser or an
affiliate of the Adviser exercises investment discretion. With
the prior approval of the Trustees, the Adviser may pay to a
broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction which
is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the Adviser
determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services
provided. Such prior approval may be obtained from the Trustees
with respect to the Adviser's investment program and need not be
obtained on a transaction-by-transaction basis.

     7.   RELATIONS WITH TRUST.  Subject to and in accordance
with the Master Trust Agreement and By-laws of the Trust and the
Limited Liability Company Agreement and By-laws of the Adviser,
it is understood that Trustees, officers, agents and shareholders
of the Trust are or may be interested in the Adviser (or any
successor thereof) as directors, officers, or otherwise, that
directors, officers, agents and shareholders of the Adviser (or
any successor) are or may be interested in the Trust as Trustees,
officers, shareholders or otherwise, that the Adviser (or any
such successor thereof) is or may be interested in the Trust as a
shareholder or otherwise and that the effect of any such adverse
interests shall be governed by said Master Trust Agreement,
Limited Liability Company Agreement and By-laws.

     8.   LIABILITY OF ADVISER.  Neither the Adviser nor its
officers, directors, employees, agents or controlling persons or
assigns shall be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust or its shareholders in
connection with the matters to which this Agreement relates;
provided that no provision of this Agreement shall be deemed to
protect the Adviser against any liability to the Trust or its
shareholders to which it might otherwise be subject by reason of
any willful misfeasance, bad faith or negligence in the
performance of its duties or the reckless disregard of its
obligations and duties under this Agreement. Nor shall any
provision hereof be deemed to protect any Trustee or officer of
the Trust against any such liability to which he might otherwise
be subject by reason of any willful misfeasance, bad faith or
negligence in the performance of his duties or the reckless
disregard of his obligations and duties.

     9.   DURATION AND TERMINATION OF THIS AGREEMENT.

          (a)  Duration. This Agreement shall become effective
with respect to the Second Fund on the date hereof and, with
respect to any additional Fund, on the date of receipt by the
Trust of notice from the Adviser in accordance with paragraph
1(b) hereof that the Adviser is willing to serve as Adviser with
respect to such Fund. Unless terminated as herein provided, this
Agreement shall remain in full force and effect for two years
from the date hereof with respect to the Second Fund and, with
respect to each additional Fund, for two years from the date on
which such Fund becomes a Fund hereunder. Subsequent to such
initial periods of effectiveness, this Agreement shall continue
in full force and effect for periods of one year thereafter with
respect to each Fund so long as such continuance with respect to
such Fund is approved at least annually (a) by either the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of such Fund, and
(b) in either event, by the vote of a majority of the Trustees of
the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on such
approval. Notwithstanding the foregoing provisions of this
Section 9(a), the continuance of this Agreement with respect to
the Second Fund or any additional Fund is subject to the approval
of this Agreement by a majority of the outstanding voting
securities of that Fund at the first meeting of shareholders
after this Agreement becomes effective with respect to that Fund.

          (b)  Amendment. Any amendment to this Agreement shall
become effective with respect to a Fund upon approval of the
Adviser and a majority of the outstanding voting securities (as
defined in the 1940 Act) of that Fund.

          (c)  Termination. This Agreement may be terminated with
respect to any Fund at any time, without payment of any penalty,
by vote of the Trustees or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of
that Fund, or by the Adviser, in each case on sixty (60) days'
prior written notice to the other party.

          (d)  Automatic Termination. This Agreement shall
automatically and immediately terminate in the event of its
assignment (as defined in the 1940 Act).

          (e)  Approval, Amendment or Termination by Individual
Fund.  Any approval, amendment or termination of this Agreement
by the holders of a majority of the outstanding voting securities
(as defined in the 1940 Act) of any Fund shall be effective to
continue, amend or terminate this Agreement with respect to any
such Fund notwithstanding (i) that such action has not been
approved by the holders of a majority of the outstanding voting
securities of any other Fund affected thereby, and (ii) that such
action has not been approved by the vote of a majority of the
outstanding voting securities of the Trust, unless such action
shall be required by any applicable law or otherwise.

     10.  SERVICES NOT EXCLUSIVE.  The services of the Adviser to
the Trust hereunder are not to be deemed exclusive, and the
Adviser shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.

     11.  SUBCONTRACTORS.  The Trust hereby agrees that the
Adviser may subcontract for the performance of any of the
services contemplated to be rendered by the Adviser to any Fund
hereunder.
     12.  LIMITATION OF LIABILITY.  The term "Managers AMG Funds"
means and refers to the Trustees from time to time serving under
the Master Trust Agreement of the Trust dated June 18, 1999 as
the same may subsequently thereto have been, or subsequently
hereto may be, amended. It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any
of the Trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but shall bind only the trust
property of the Trust, as provided in the Master Trust Agreement.
The execution and delivery of this Agreement has been authorized
by the Trustees and the initial shareholder of the Trust and
signed by the President of the Trust, acting as such, and neither
such authorization by such Trustees and shareholder nor such
execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the trust property
of the Trust as provided in its Master Trust Agreement.

     13.  RESERVATION OF NAME. The parties hereby acknowledge
that The Managers Funds LLC has reserved the right to grant the
nonexclusive use of the name "Managers" or any derivative thereof
to any other investment company, investment adviser, distributor
or other business enterprise, and to withdraw from the Trust the
use of the name "Managers".  The name "Managers" will continue to
be used by the Trust so long as such use is mutually agreeable to
The Managers Funds LLC and the Trust.

     14.  MISCELLANEOUS.

          (a)  Notice. Any notice under this Agreement shall be
in writing, addressed and delivered or mailed, postage prepaid,
to the other party at such address as such other party may
designate in writing for the receipt of such notices.

          (b)  Severability. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder shall not be thereby affected.

          (c)  Applicable Law. This Agreement shall be construed
in accordance with and governed by the laws of the Commonwealth
of Massachusetts.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first set forth above.

                              MANAGERS AMG FUNDS


                              By:
                                 Name:
                                 Title:



                              THE MANAGERS FUNDS LLC


                              By:
                                 Name:
                                 Title:
                           SCHEDULE A

FRONTIER GROWTH FUND

Advisory Fees pursuant to Section 2(a)

     The Trust shall pay to the Adviser an annual gross
investment advisory fee equal to ____% of the average daily net
assets of the Frontier Growth Fund; provided, however, that the
Adviser agrees, for a period of not less than _______ (__)
months, to waive its advisory fee and pay or reimburse the Trust
for expenses of the Fund to the extent total expenses of the Fund
would otherwise exceed ____% of the Fund's average daily net
assets.  Such fee shall be accrued daily and paid as soon as
practical after the last day of each calendar month.

     In addition to the foregoing waiver, payment or
reimbursement (if any), the Adviser may from time to time
voluntarily waive all or a portion of the advisory fee payable
with respect to the Frontier Growth Fund and/or pay or reimburse
the Trust for expenses of the Fund.  In addition to any amounts
otherwise payable to the Adviser as an advisory fee for current
services under the Investment Management Agreement, the Trust
shall be obligated to pay the Adviser all amounts previously
waived, paid or reimbursed by the Adviser with respect to the
Frontier Growth Fund, provided that the amount of such additional
payment in any year, together with all other expenses of the
Frontier Growth Fund, in the aggregate, would not cause the
Frontier Growth Fund's expense ratio in such year to exceed ____%
of the average daily net assets of the Frontier Growth Fund and
provided further that no additional payments shall be made with
respect to amounts waived, paid or reimbursed more than _____ (_)
years prior to the date the Fund accrues a liability with respect
to such additional payment.

Administration Fees Pursuant to Section 2(b)

     None.

<PAGE>
Exhibit d.4
-----------
                     SUB-ADVISORY AGREEMENT


     AGREEMENT made as of the ____ day of _______, 2000, between
THE MANAGERS FUNDS LLC, a limited liability company organized
under the laws of the state of Delaware and having its principal
place of business in Norwalk, Connecticut (the "Adviser") and
FRONTIER CAPITAL MANAGEMENT COMPANY, LLC, a limited liability
company organized under the laws of the state of [Delaware] and
having its principal place of business at 99 Summer Street,
Boston, MA 02110 (the "Sub-Adviser").

     WHEREAS, the Adviser is engaged principally in the business
of rendering investment management services and is registered as
an investment adviser under the Investment Advisers Act of 1940,
as amended (the "Advisers Act"); and

     WHEREAS, the Sub-Adviser is engaged principally in the
business of rendering investment management services and is
registered as an investment adviser under the Advisers Act; and

     WHEREAS, MANAGERS AMG FUNDS, a Massachusetts business trust
(the "Trust"), engages in business as an open-end management
investment company and is so registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and

     WHEREAS, the Trust is authorized to issue shares of
beneficial interest in separate series, with each such series
representing interests in a separate portfolio of securities and
other assets; and

     WHEREAS, the Trust currently intends to offer shares in a
Second series, the Frontier Growth Fund, such series together
with all other series subsequently established by the Trust with
respect to which the Sub-Adviser renders management and
investment advisory services pursuant to the terms of this
Agreement, being herein collectively referred to as the "Funds"
and individually as a "Fund"; and

     WHEREAS, pursuant to an Investment Management Agreement,
dated as of ________, 2000, between the Trust and the Adviser
(the "Advisory Agreement"), the Adviser is required to perform
investment advisory services for the Funds.

     NOW, THEREFORE, WITNESSETH:  That it is hereby agreed
between the parties hereto as follows:
     1.   APPOINTMENT OF SUB-ADVISER.

               (a)  Frontier Growth Fund.  The Adviser hereby
     employs the Sub-Adviser to provide investment advisory
     services to the Frontier Growth Fund for the period and on
     the terms herein set forth.  The Sub-Adviser accepts such
     appointment and agrees to render the services herein set
     forth, for the compensation herein provided.

               (b)  Additional Funds.  In the event that the
     Trust establishes one or more series of shares other than
     the Frontier Growth Fund with respect to which the Adviser
     desires to retain the Sub-Adviser to render investment
     advisory services hereunder, the Adviser shall so notify the
     Sub-Adviser in writing, indicating the advisory fee to be
     payable with respect to the additional series of shares.  If
     the Sub-Adviser is willing to render such services on the
     terms provided for herein, it shall so notify the Adviser in
     writing, whereupon such series shall become a Fund
     hereunder.

     2.   DUTIES OF ADVISER AND SUB-ADVISER.

          (i)  Delivery of Documents.  The Adviser has furnished
     the Sub-Adviser with true copies of each of the following:

               (a)  The Trust's Master Trust Agreement, as filed
          with the Secretary of State of the Commonwealth of
          Massachusetts and all amendments and supplements
          thereto (such Master Trust Agreement, as presently in
          effect and as it shall from time to time be amended or
          supplemented, is herein called the "Declaration");

               (b)  The Trust's By-Laws and amendments and
          supplements thereto (such By-Laws, as presently in
          effect and as it shall from time to time be amended and
          supplemented, is herein called the "By-Laws");

               (c)  Resolutions of the Trust's Board of Trustees
          authorizing the appointment of the Adviser and
          Sub-Adviser and approving the Advisory Agreement and
          this Agreement and copies of the minutes of the initial
          meeting of shareholders of each Fund;

               (d)  The Trust's Notification of Registration on
          Form N-8A under the 1940 Act as filed with the
          Securities and Exchange Commission on ________, 2000
          and all amendments thereto;

               (e)  The Trust's Registration Statement on Form
          N-1A under the Securities Act of 1933 as amended (the
          "1933 Act") and the 1940 Act (File Nos. 333-84639 and
          811-9521) as filed with the Securities and Exchange
          Commission on ________, 2000, and all amendments
          thereto (the "Registration Statement");

               (f)  The most recent prospectus (such prospectus,
          as in effect from time to time and all amendments and
          supplements thereto are herein called the "Prospectus")
          of each Fund;

               (g)  All resolutions of the Board of Trustees of
          the Trust pertaining to the objectives, investment
          policies and investment restrictions of the Fund; and

               (h)  Copies of the executed Advisory Agreement
          between the Trust and the Adviser relating to each
          Fund.

               The Adviser will furnish the Sub-Adviser from time
          to time with copies of all amendments of or supplements
          to items (a), (b), (c), (e), (f), (g) and (h) to the
          extent such amendments or supplements relate to or
          affect the obligations of the Sub-Adviser hereunder
          with respect to the Frontier Growth Fund or any other
          series of the Trust that hereafter becomes a Fund
          hereunder.

          (ii) The Sub-Adviser, at its own expense, shall furnish
     the following services to the Trust:

               (a)  Investment Program.  The Sub-Adviser is
          hereby authorized and directed and hereby agrees,
          subject to the stated investment objective and policies
          of the Funds as set forth in the Trust's current
          Registration Statement and subject to the supervision
          of the Adviser and the Board of Trustees of the Trust,
          to (i) develop and furnish continuously an investment
          program and strategy for each Fund in compliance with
          that Fund's investment objective and policies as set
          forth in the Trust's current Registration Statement,
          (ii) provide research and analysis relative to the
          investment program and investments of each Fund, (iii)
          determine (subject to the overall supervision of the
          Board of Trustees of the Trust) what investments shall
          be purchased, held, sold or exchanged by each Fund and
          what portion, if any, of the assets of each Fund shall
          be held in cash or cash equivalents, and (iv) make
          changes on behalf of the Trust in the investments of
          each Fund.  In accordance with paragraph 2(ii)(b), the
          Sub-Adviser shall arrange for the placing of all orders
          for the purchase and sale of securities and other
          investments for each Fund's account and will exercise
          full discretion and act for the Trust in the same
          manner and with the same force and effect as the Trust
          might or could do with respect to such purchases, sales
          or other transactions, as well as with respect to all
          other things necessary or incidental to the furtherance
          or conduct of such purchases, sales or transactions.
          The Sub-Adviser will make its officers and employees
          available to meet with the Adviser's officers and
          directors on due notice at reasonable times to review
          the investments and investment program of each Fund in
          the light of current and prospective economic and
          market conditions.

               In the performance of its duties hereunder, the
          Sub-Adviser is and shall be an independent contractor
          and except as expressly provided for herein or
          otherwise expressly provided or authorized shall have
          no authority to act for or represent any Fund or the
          Trust in any way or otherwise be deemed to be an agent
          of any Fund, the Trust or of the Adviser. If any
          occasion should arise in which the Sub-Adviser gives
          any advice to its clients concerning the shares of a
          Fund, the Sub-Adviser will act solely as investment
          counsel for such clients and not in any way on behalf
          of the Trust or any Fund.

               (b)  Portfolio Transactions.  In connection with
          the management of the investment and reinvestment of
          each Fund, the Sub-Adviser, acting by its own officers,
          directors or employees or by a duly authorized
          subcontractor, is authorized to select the broker or
          dealers that will execute purchase and sale
          transactions for the Trust.

               In executing portfolio transactions and selecting
          brokers or dealers, if any, the Sub-Adviser will use
          its best efforts to seek on behalf of a Fund the best
          overall terms available.  In assessing the best overall
          terms available for any transaction, the Sub-Adviser
          shall consider all factors it deems relevant, including
          the breadth of the market in and the price of the
          security, the financial condition and execution
          capability of the broker or dealer, and the
          reasonableness of the commission, if any, with respect
          to the specific transaction and on a continuing basis.
          In evaluating the best overall terms available, and in
          selecting the broker or dealer, if any, to execute a
          particular transaction, the Sub-Adviser may also
          consider the brokerage and research services (as those
          terms are defined in Section 28(e) of the Securities
          Exchange Act of 1934) provided to the Sub-Adviser with
          respect to the Frontier Growth Fund and/or other
          accounts over which the Sub-Adviser exercises
          investment discretion.  The Sub-Adviser may pay to a
          broker or dealer who provides such brokerage and
          research services a commission for executing a
          portfolio transaction which is in excess of the amount
          of commission another broker or dealer would have
          charged for effecting that transaction if, but only if,
          the Sub-Adviser determines in good faith that such
          commission was reasonable in relation to the value of
          the brokerage and research services provided.

               The Sub-Adviser may buy securities for a Fund at
          the same time it is selling such securities for another
          client account and may sell securities for a Fund at
          the time it is buying such securities for another
          client account.  In such cases, subject to applicable
          legal and regulatory requirements, and in compliance
          with such procedures of the Trust as may be in effect
          from time to time, the Sub-Adviser may effectuate cross
          transactions between a Fund and such other account if
          it deems this to be advantageous.  The Sub-Adviser also
          may cause a Fund to enter into other types of
          investment transactions (e.g., a long position on a
          particular securities index) at the same time it is
          causing other client accounts to take opposite economic
          positions (e.g., a short position on the same index).

               On occasions when the Sub-Adviser deems the
          purchase or sale of a security to be in the best
          interest of a Fund as well as other clients, the
          Sub-Adviser, to the extent permitted by applicable laws
          and regulations, and in compliance with such procedures
          of the Trust as may be in effect from time to time, may
          aggregate the securities to be sold or purchased in
          order to obtain the best execution and lower brokerage
          commissions, if any.  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 Sub-Adviser in the manner it considers to be the
          most equitable and consistent with its fiduciary
          obligations to the subject Fund and to such clients.

               The Sub-Adviser will advise the Funds' custodian
          or such depository or agents as may be designated by
          the custodian and the Adviser promptly of each purchase
          and sale of a portfolio security, specifying the name
          of the issuer, the description and amount or number of
          shares of the security purchased, the market price, the
          commission and gross or net price, the trade date and
          settlement date and the identity of the effecting
          broker or dealer.  The Sub-Adviser shall not have
          possession or custody of any Fund investments.  The
          Trust shall be responsible for all custodial agreements
          and the payment of all custodial charges and fees and,
          upon the Sub-Adviser giving proper instructions to the
          custodian, the Sub-Adviser shall have no responsibility
          or liability for the acts, omissions or other conduct
          of the custodian.

               The Sub-Adviser shall, upon due notice from the
          Adviser, provide such periodic and special reports
          describing any such research, advice or other services
          received and the incremental commissions, net price or
          other consideration to which they relate.

               Notwithstanding the foregoing, the Sub-Adviser
          agrees that the Adviser shall have the right by written
          notice to identify securities that may not be purchased
          on behalf of any Fund and/or brokers and dealers
          through which portfolio transaction on behalf of the
          Funds may not be effected, including, without
          limitation, brokers or dealers affiliated with the
          Adviser.  The Sub-Adviser shall refrain from purchasing
          such securities for the Fund or directing any portfolio
          transaction to any such broker or dealer on behalf of
          the Fund, unless and until the written approval of the
          Adviser to do so is obtained, but the Sub-Adviser shall
          not be liable to the Frontier Growth Fund for so
          acting.  In addition, the Sub-Adviser agrees that it
          shall not direct portfolio transactions for the Fund
          through any broker or dealer that is an "affiliated
          person" of the Sub-Adviser (as that term is defined in
          the Act or interpreted under applicable rules and
          regulations of the Securities and Exchange Commission)
          without the prior written approval of the Adviser and
          in no event shall the Sub-Adviser direct portfolio
          transactions on behalf of the Fund to any broker/dealer
          in recognition of sales of shares of any investment
          company or receipt of research or other service without
          prior written approval of the Adviser.  The Adviser
          agrees that it will provide the Sub-Adviser with a list
          of brokers and dealers that are "affiliated persons" of
          the Funds.

               (c)  Reports.  The Sub-Adviser shall render to the
          Board of Trustees of the Trust such periodic and
          special reports as the Board of Trustees may request
          with respect to matters relating to the duties of the
          Sub-Adviser set forth herein.

     3.   SUB-ADVISORY FEE.

     For the services to be provided by the Sub-Adviser as
provided in Paragraph 2 hereof, the Adviser shall pay to the
Sub-Adviser an annual fee as set forth on Schedule A to this
Agreement.

     In the case of commencement or termination of this Agreement
with respect to any Fund during any calendar month, the fee with
respect to such Fund for that month shall be reduced
proportionately based upon the number of calendar days during
which it is in effect, and the fee shall be computed during the
average daily net assets of such Fund for the days during which
it is in effect.

     4.   EXPENSES.

     During the term of this Agreement, the Sub-Adviser will bear
all expenses incurred by it in the performance of its duties
hereunder, other than those expenses specifically assumed by the
Trust hereunder.  The Trust shall assume and shall pay (i) issue
and transfer taxes chargeable to the Trust in connection with
securities transactions to which any Fund is a party, and (ii)
interest on borrowed money, if any.  In addition to these
expenses, the Trust shall pay all brokers' and underwriting
commissions chargeable to the Trust in connection with the
securities transactions to which any Fund is a party.

     5.   COMPLIANCE WITH APPLICABLE REGULATIONS.

     In performing its duties hereunder, the Sub-Adviser

          (i)  shall establish compliance procedures (copies of
          which shall be provided to the Adviser, and shall be
          subject to review and approval by the Adviser)
          reasonably calculated to ensure compliance at all times
          with:  all applicable provisions of the 1940 Act and
          the Advisers Act, and any rules and regulations adopted
          thereunder; Subchapter M of the Internal Revenue Code
          of 1986, as amended; the provisions of the Registration
          Statement; the provisions of the Declaration and the By-
          Laws of the Trust, as the same may be amended from time
          to time; and any other applicable provisions of state,
          federal or foreign law.

          (ii) acknowledges that the Trust has adopted a written
          code of ethics complying with the requirements of Rule
          17j-1 under the Act and that the Sub-Adviser and
          certain of its employees, officers and directors may be
          subject to reporting requirements thereunder and,
          accordingly, agrees that it shall, on a timely basis,
          furnish, and shall cause its employees, officers and
          directors to furnish, to the Adviser and/or to the
          Trust, all reports and information required to be
          provided under such code of ethics with respect to such
          persons.

          (iii)     agrees that it will maintain for the Trust
          all and only such records as required under Rules 31a-1
          and 31a-2 under the 1940 Act in respect to its services
          hereunder and that such records are the property of the
          Trust and further agrees to surrender promptly to the
          Trust any such records upon the Trust's request all in
          accordance with Rule 31a-3 under the 1940 Act.

     6.   LIABILITY OF SUB-ADVISER; INDEMNIFICATION.

     Neither the Sub-Adviser nor the officers, directors,
employees, agents, or legal representatives (collectively,
"Related Persons") of the Sub-Adviser shall be liable for any
error of judgment or mistake of law, or for any loss suffered by
any Fund or its shareholders in connection with the matters to
which this Agreement relates; provided that, except as set forth
in the succeeding paragraph, no provision of this Agreement shall
be deemed to protect the Sub-Adviser or its Related Persons
against any liability to which it might otherwise be subject by
reason of any willful misfeasance, bad faith or negligence or the
reckless disregard of the Sub-Adviser's obligations and duties
(each of which is hereby referred to as a "Culpable Act") under
this Agreement.

     Neither the Sub-Adviser nor its Related Persons shall be
liable for any error of judgment or mistake of law, or for any
loss suffered by the Adviser or its Related Persons in connection
with the matters to which this Agreement relates; provided that
this provision shall not be deemed to protect the Sub-Adviser or
its Related Persons against any liability to which it might
otherwise be subject by reason of any Culpable Act by the
Sub-Adviser or its Related Persons.

     The Adviser shall indemnify the Sub-Adviser and its Related
Persons and hold them harmless from and against any and all
actions, suits or claims whether groundless or meritorious and
from and against any and all losses, damages, costs, charges,
reasonable counsel fees, payments, expenses and liabilities
(collectively, "Damages") arising directly or indirectly out of
or in connection with the performance of services by the
Sub-Adviser or its Related Persons hereunder to the extent such
Damages result from any Culpable Act of the Adviser or any
Related Person of the Adviser.

     The Sub-Adviser shall indemnify the Adviser and its Related
Persons from and against any Damages arising directly or
indirectly out of or in connection with the performance of
services by the Adviser or its Related Persons under this
Agreement or the Advisory Agreement, in each case, to the extent
such Damages result from any Culpable Act of the Sub-Adviser or
any of its Related Persons.

     7.   REPRESENTATIONS AND WARRANTIES.

          (a)  Adviser.  The Adviser represents and warrants to
the Sub-Adviser that (i) the retention of the Sub-Adviser by the
Adviser as contemplated by this Agreement is authorized by the
respective governing documents of the Trust and the Adviser; (ii)
the execution, delivery and performance of each of this Agreement
and the Advisory Agreement does not violate any obligation by
which the Trust or the Adviser or their respective property is
bound, whether arising by contract, operation of law or
otherwise; and (iii) each of this Agreement and the Advisory
Agreement has been duly authorized by appropriate action of the
Trust and the Adviser and when executed and delivered by the
Adviser will be the legal, valid and binding obligation of the
Trust and the Adviser, enforceable against the Trust and Adviser
in accordance with its terms hereof subject, as to enforcement,
to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general equitable principles
(regardless of whether enforcement is sought in a proceeding in
equity or law).

          (b)  Sub-Adviser.  The Sub-Adviser represents and
warrants to the Adviser that (i) the retention of the Sub-Adviser
by the Adviser as contemplated by this Agreement is authorized by
the Sub-Adviser's governing documents; (ii) the execution,
delivery and performance of this Agreement does not violate any
obligation by which the Sub-Adviser or its property is bound,
whether arising by contract, operation of law or otherwise; and
(iii) this Agreement has been duly authorized by appropriate
action of the Sub-Adviser and when executed and delivered by the
Sub-Adviser will be the legal, valid and binding obligation of
the Sub-Adviser, enforceable against the Sub-Adviser in
accordance with its terms hereof, subject, as to enforcement, to
applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general equitable principles
(regardless of whether enforcement is sought in a proceeding in
equity or law).

     8.   DURATION AND TERMINATION OF THIS AGREEMENT.

          (a)  Duration.  This Agreement shall become effective
with respect to the Frontier Growth Fund on the date hereof and,
with respect to any additional Fund, on the date of receipt by
the Adviser of notice from the Sub-Adviser in accordance with
Paragraph 1(b) hereof that the Sub-Adviser is willing to serve as
Sub-Adviser with respect to such Fund.  Unless terminated as
herein provided, this Agreement shall remain in full force and
effect for two years from the date hereof with respect to the
Frontier Growth Fund and, with respect to each additional Fund,
for two years from the date on which such Fund becomes a Fund
hereunder. Subsequent to such initial periods of effectiveness,
this Agreement shall continue in full force and effect for
periods of one year thereafter with respect to each Fund so long
as such continuance with respect to any such Fund is approved at
least annually (a) by either the Trustees of the Trust or by vote
of a majority of the outstanding voting securities (as defined in
the 1940 Act) of such Fund, and (b) in either event, by the vote
of a majority of the Trustees of the Trust who are not parties to
this Agreement or "interested persons" (as defined in the 1940
Act) of any such party, cast in person at a meeting called for
the purpose of voting on such approval.

          (b)  Amendment.  This Agreement may be amended by
agreement of the parties, provided that the amendment shall be
approved both by the vote of a majority of the Trustees of the
Trust, including a majority of the Trustees who are not parties
to this Agreement or interested persons of any such party to this
Agreement cast in person at a meeting called for that purpose,
and by the holders of a majority of the outstanding voting
securities of the Trust.

          (c)  Termination.  This Agreement may be terminated
with respect to any Fund at any time, without payment of any
penalty, (i) by vote of the Trustees of the Trust or by vote of a
majority of the outstanding voting securities (as defined in the
1940 Act) of that Fund, (ii) by the Adviser, or (iii) by the
Sub-Adviser, in each case on sixty (60) days' prior written
notice to the other party. Upon the effective date of termination
of this  Agreement, the Sub-Adviser shall deliver all books and
records of the Trust or any Fund held by it (i) to such entity as
the Trust may designate as a successor sub-adviser, or (ii) to
the Adviser.

          (d)  Automatic Termination.  This Agreement shall
automatically and immediately terminate in the event of its
assignment (as defined in the 1940 Act).

          (e)  Approval, Amendment or Termination by Individual
Fund.  Any approval, amendment or termination of this Agreement
by the holders of a majority of the outstanding voting securities
(as defined in the 1940 Act) of any Fund shall be effective to
continue, amend or terminate this  Agreement with respect to any
such Fund notwithstanding (i) that such action has not been
approved by the holders of a majority of the outstanding voting
securities of any other Fund affected thereby, and (ii) that such
action has not been approved by the vote of a majority of the
outstanding voting securities of the Trust, unless such action
shall be required by any applicable law or otherwise.

     9.   SERVICES NOT EXCLUSIVE.

     The services of the Sub-Adviser to the Adviser in connection
with the Funds hereunder are not to be deemed exclusive, and the
Sub-Adviser shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.  It is
understood that the persons employed by the Sub-Adviser to assist
in the performance of its duties hereunder will not devote their
full time to such services and nothing hereunder contained shall
be deemed to limit or restrict the right of the Sub-Adviser to
engage in or devote time and attention to other businesses or to
render services of whatever kind or nature.

     10.  RESERVATION OF NAME.

          (a)  The parties hereby acknowledge that Frontier
Capital Management Company, LLC has reserved the right to grant
the nonexclusive use of the name "Frontier" or any derivative
thereof to any other investment company, investment adviser,
distributor or other business enterprise, and to withdraw from
the Trust the use of the name "Frontier." The name "Frontier"
will continue to be used by the Trust so long as such use is
mutually agreeable to Frontier Capital Management Company, LLC
and the Trust.  The Adviser and the Trust acknowledge that the
Trust shall cease using the name "Frontier" as a part of the
Fund's name and that the Adviser, the Trust or any Fund, or any
of their affiliates, shall not promote the Trust or any Fund or
conduct the business of the Trust or any Fund in any way in such
name if this Agreement is terminated for any reason and the
Sub-Adviser does not expressly consent in writing to such use of
the name "Frontier."  Future names adopted by the Trust for
itself or any Fund, insofar as such names include identifying
words requiring the consent of the Sub-Adviser, shall be the
property of the Sub-Adviser and shall be subject to the same
terms and conditions.

          (b)  The parties hereby acknowledge that The Managers
Funds LLC has reserved the right to grant the nonexclusive use of
the name "Managers" or any derivative thereof to any other
investment company, investment adviser, distributor or other
business enterprise, and to withdraw from the Trust the use of
the name "Managers." The name "Managers" will continue to be used
by the Trust so long as such use is mutually agreeable to The
Managers Funds LLC and the Trust.   Frontier and the Trust
acknowledge that the Trust shall cease using the name "Managers"
as a part of the Trust's name and that Frontier, the Trust or any
Fund, or any of their affiliates, shall not promote the Trust or
any Fund or conduct the business of the Trust or any Fund in any
way in such name if this Agreement is terminated for any reason
and the Adviser does not expressly consent in writing to such use
of the name "Managers."  Future names adopted by the Trust for
itself or any Fund, insofar as such names include identifying
words requiring the consent of the Adviser, shall be the property
of the Adviser and shall be subject to the same terms and
conditions.

     11.  MISCELLANEOUS.

          (a)  Notices.  All notices or other communications
given under this Agreement shall be made by guaranteed overnight
delivery, telecopy or certified mail; notice is effective when
received.  Notice shall be given to the parties at the following
addresses:

          The Adviser:        The Managers Funds LLC
                         40 Richards Avenue
                         Norwalk, Connecticut  06854
                         Facsimile No.: 203-857-5316
                         Attention:  Peter Lebovitz

          Sub-Adviser:        Frontier Capital Management
Company, LLC
                         99 Summer Street
                         Boston, MA  02110
                         Facsimile No.: 617-261-0684
                         Attention: J. Kirk Smith

          (b)  Severability.  If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder shall not be thereby affected.

          (c)  Applicable Law.  This Agreement shall be construed
in accordance with and governed by the laws of the Commonwealth
of Massachusetts.

          (d)  Counterparties.  This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.

          (e)  Entire Agreement.  This Agreement states the
entire agreement of the parties hereto, and is intended to be the
complete and exclusive statement of the terms hereof.  It may not
be added to or changed orally, and may not be modified or
rescinded except by a writing signed by the parties hereto and in
accordance with the Investment Company Act of 1940, as amended,
when applicable.

     IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have
caused this Agreement to be executed as of the date first set
forth above.


                              THE MANAGERS FUNDS LLC


                              By:
                                 Name:
                                 Title:

                              FRONTIER CAPITAL MANAGEMENT
                              COMPANY, LLC


                              By:
                                 Name:
                                 Title:

     Acknowledged and agreed to as of the date first set forth
above with respect to the Trust's obligations under Paragraph 10
of this Agreement.


                              MANAGERS AMG FUNDS


                              By:
                                 Name:
                                 Title:
                           SCHEDULE A

Frontier Growth Fund

     The Adviser shall pay to the Sub-Adviser an annual gross
investment sub-advisory fee equal to ____% of the average daily net
assets of the Frontier Growth Fund.  Such fee shall be accrued
daily and paid as soon as practical after the last day of each
calendar month.

     The Sub-Adviser may voluntarily waive all or a portion of the
sub-advisory fee payable from time to time hereunder.  The Adviser
agrees that, during any period in which the Sub-Adviser has
voluntarily waived all or a portion of the sub-advisory fee
hereunder, if requested by the Sub-Adviser, the Adviser will waive
an equal amount (or such lesser amount as the Sub-Adviser may
request) of the advisory fee payable by the Trust to the Adviser
with respect to the Fund under the Advisory Agreement.

   The Sub-Adviser agrees that, during any period in which the
Adviser has waived all or a portion of the advisory fee payable by
the Trust to the Adviser under the Advisory Agreement with respect
to the Fund, if requested by the Adviser, the Sub-Adviser will
waive a pro rata share (or such lesser share as the Adviser may
request) of the sub-advisory fee payable hereunder with respect to
the Fund, such that the amount waived by the Sub-Adviser shall bear
the same ratio to the total amount of the sub-advisory fees payable
hereunder with respect to the Fund as the amount waived by the
Adviser bears to all fees payable to the Adviser under the Advisory
Agreement with respect to the Fund.

   The Adviser agrees that, in addition to any amounts otherwise
payable to the Sub-Adviser with respect to the Fund hereunder, the
Adviser shall pay the Sub-Adviser all amounts previously waived by
the Sub-Adviser to the extent that such amounts are subsequently
paid by the Trust to the Adviser under the Advisory Agreement, it
being further agreed that, with respect to any such amounts
subsequently paid by the Trust to the Adviser, the amount to be
paid by the Adviser to the Sub-Adviser shall bear the same ratio to
the total amount paid by the Trust as the total amount previously
waived by the Sub-Adviser bears to the total amount of the fees
previously waived by the Adviser under the Advisory Agreement with
respect to the Fund.

   The Sub-Adviser agrees that, during any period in which the
Adviser has agreed to pay or reimburse the Trust for expenses of
the Fund, if requested by the Adviser, the Sub-Adviser shall pay or
reimburse the Trust for the entire amount of all such expenses of
the Fund (or such lesser amount as the Adviser may request).  The
Adviser agrees that, in addition to any amounts otherwise payable
to the Sub-Adviser with respect to the Fund hereunder, the Adviser
shall pay the Sub-Adviser all amounts previously paid or reimbursed
by the Sub-Adviser to the extent that such amounts are subsequently
paid by the Trust to the Adviser under the Advisory Agreement.




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