MANAGERS AMG FUNDS
497, 2000-02-09
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                       MANAGERS AMG FUNDS

                  ESSEX AGGRESSIVE GROWTH FUND
                  ____________________________

              STATEMENT OF ADDITIONAL INFORMATION

            DATED NOVEMBER 1, 1999, AS SUPPLEMENTED
                       FEBRUARY 9, 2000

_______________________________________________________________________________

    You  can  obtain a free copy of the Prospectus of  the  Essex
Aggressive 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.
<PAGE>


<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
Essex  Aggressive 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  of  between
$500 million and $20 billion.  Ordinarily, the Fund invests in 50
to   60  companies  from  pre-selected  sectors  of  the  market.
Initially,   the  Fund  will  focus  on  the  specialty   retail,
technology, health care, financial services, energy services  and
basic  industries  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

3
<PAGE>

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
<PAGE>

    (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  the  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
ninety 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 contact, 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.

5
<PAGE>

    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.

6
<PAGE>

    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."

7
<PAGE>

    (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.

8
<PAGE>

    (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.

9
<PAGE>


          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.  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.  His address is 380 Gulf of Mexico
Drive,  Longboat  Key,  Florida 34228.   His  date  of  birth  is
September 23, 1941.

SEAN  M.  HEALEY*  -  Trustee; President 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.  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.
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.  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.

10
<PAGE>

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                Fund and the
Name of                  Compensation            Fund Complex
Trustee               From   the  Fund(a)        Paid   to Trustees(b)
___________        _______________________   _________________________
<S>                              <C>              <C>

Jack W. Aber                   $4,000          $24,000
William E. Chapman, II         $4,000          $24,000
Sean M. Healey                   none          none
Edward K. Kaier                $4,000          $24,000
Eric Rakowski                  $4,000          $24,000
____________________
</TABLE>
[FN]
(a)  Compensation is estimated for the Fund's fiscal year  ending
     October 31, 2000.  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 October 31, 2000  for
     services as Trustees of The Managers Funds.
</FN>

      CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Control Persons

     As of October 19, 1999, 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  October  19, 1999, all management  personnel  (i.e.,
Trustees and Officers) as a group owned beneficially less than 1%
of the outstanding shares of the Fund.


11
<PAGE>

                     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  October  19,  1999  (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  Essex  Investment
Management Company, LLC, the sub-adviser which manages the assets
of  the  Fund  (the  "Sub-Adviser" or "Essex").   The  Investment
Manager receives no additional compensation from the Fund for its
administration  services.  Essex was selected by  the  Investment
Manager,  subject  to the review and approval  of  the  Trustees.
Essex  is  the  successor  firm  to Essex  Investment  Management
Company,  Inc. which was formed in 1976.  AMG indirectly  owns  a
majority  interest  in Essex.  As of December 31,  1998,  Essex's
assets  under  management  totaled  approximately  $5.6  billion.
Essex's address is 125 High Street, Boston, MA 02110.  Stephen D.
Cutler, President, Joseph C. McNay, Chairman and Chief Investment
Officer,  and  Daniel Beckham, Principal and Vice President,  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 eighteen (18) months,  to  limit  total
annual  fund  operating  expenses  to  1.10%,  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, Essex 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.

12
<PAGE>

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 Essex Investment Management  Company,
LLC, dated October 19, 1999 (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, Essex 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.

13
<PAGE>

     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  Essex, Essex 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 October 19, 1999  (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.

14
<PAGE>

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.

15
<PAGE>

     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  The
Managers Funds.  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.

16
<PAGE>

     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 The Managers Funds 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  The
Managers  Funds 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 The Managers  Funds
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 The Managers Funds 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.

17
<PAGE>

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 greements 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.

18
<PAGE>

                      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.

19
<PAGE>

     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.

20
<PAGE>

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
November 1, 1999, 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.

21
<PAGE>


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 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.

22
<PAGE>

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.

23
<PAGE>

     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.

24
<PAGE>

                Report of Independent Accountants



To   the  Board  of  Trustees  of  Managers  AMG  Funds  and  the
Shareholder of Essex Aggressive Growth Fund:


In   our  opinion,  the  accompanying  statement  of  assets  and
liabilities  presents  fairly,  in  all  material  respects,  the
financial  position  of Managers AMG Funds  --  Essex  Aggressive
Growth Fund (the "Fund") at October 15, 1999, in conformity  with
generally   accepted  accounting  principles.    This   financial
statement  is  the responsibility of the Fund's  management;  our
responsibility  is  to  express  an  opinion  on  this  financial
statement  based on our audit.  We conducted our  audit  of  this
statement   in   accordance  with  generally  accepted   auditing
standards  which require that we plan and perform  the  audit  to
obtain reasonable assurance about whether the financial statement
is  free  of material misstatement.  An audit includes examining,
on  a test basis, evidence supporting the amounts and disclosures
in  the  financial statement, assessing the accounting principles
used and significant estimates made by management, and evaluating
the  overall  financial statement presentation.  We believe  that
our  audit  provides a reasonable basis for the opinion expressed
above.



PricewaterhouseCoopers LLP
Boston, Massachusetts
October 19, 1999

25
<PAGE>

                      FINANCIAL STATEMENT

Managers AMG Funds
Statement of Assets and Liabilities
Essex Aggressive Growth Fund
October 15, 1999

Assets:
Cash                                              $ 100,000
          Total assets                            $ 100,000

Paid-in   Capital  (Applicable  to  10,000  shares   issued   and
outstanding                                       $ 100,000
 with $0.001 par value; unlimited shares authorized)
         Net Assets                              $ 100,000


Managers AMG Funds - Essex Aggressive Growth Fund
Notes to Financial Statement

(1)  ORGANIZATION

The  Essex  Aggressive Growth Fund ( the "Fund") is  the  initial
series  of  Managers  AMG  Funds (the "Trust"),  a  Massachusetts
business  trust  organized  on  June  18,  1999.   The  Fund   is
registered  under the Investment Company Act of 1940, as  amended
(the   "1940   Act")  as  an  open-end,  diversified   management
investment  company.   The Fund has had no  operations  to  date,
other than the sale to Affiliated Managers Group, Inc. ("AMG") of
10,000 shares of the Fund on October 15, 1999.

The  costs  incurred  and to be incurred in connection  with  the
organization  of  the  Trust  and the  registration  and  initial
offering of shares of the Fund, including legal expenses, will be
borne  by  AMG.  These costs will not be subject to reimbursement
by the Fund.

(2)  INVESTMENT ADVISORY AND DISTRIBUTION SERVICES

Under  the  terms  of  an  Investment Management  Agreement  (the
"Agreement"), the Fund is obligated to pay The Managers Funds LLC
(the  "Manager")  an annualized management fee of  1.00%  of  the
average daily net assets of the Fund.  Pursuant to the Agreement,
the  Manager  has agreed, for a period of no less  than  eighteen
(18)  months, to waive fees and pay or reimburse the Fund to  the
extent  total  expenses of the Fund exceed 1.10%.   The  Fund  is
obligated  to  repay  the Manager such amounts  waived,  paid  or
reimbursed in future years, if any, when the Fund's expenses fall
below  such rate, provided that this occurs within 3 years  after
the  waiver  or reimbursement.  The repayment to the  Manager  is
subject  to the further obligation that such repayment would  not
cause  the  Fund's  expenses in any such future  year  to  exceed
1.10%.

The Trust, on behalf of the Fund, has adopted a distribution plan
(the  "Plan") pursuant to Rule 12b-1 under the 1940  Act.   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 Plan provides that such payments will be used to pay
for  the  marketing of shares of the Fund.  The Board of Trustees
has  not  authorized the payment of any fees to  date  under  the
Plan.



26
<PAGE>



_______________________________
     1Mr. Healey is an "interested person" (as defined in the
1940 Act) of the Trust.





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