MANAGERS AMG FUNDS
485APOS, 2000-11-17
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                                        Registration Nos. 333-84639
                                                           811-9521
                Securities and Exchange Commission
                       Washington, DC 20549

                            FORM N-1A

                REGISTRATION STATEMENT UNDER THE
                      SECURITIES ACT OF 1933                X

                 Pre-Effective Amendment No. ____          ___
                  Post-Effective Amendment No. 6            X
                              and/or

                 REGISTRATION STATEMENT UNDER THE
                  INVESTMENT COMPANY ACT OF 1940            X

                         Amendment No. 8                    X

                 (Check appropriate box or boxes)

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

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

                      Philip H. Newman, Esq.
                    Elizabeth Shea Fries, Esq.
                   Goodwin, Procter & Hoar LLP
                          Exchange Place
                      Boston, MA 02109-2881
---------------------------------------------------------------
             (Name and Address of Agent for Service)

      As soon as practicable after the effective date of this
                      Registration Statement
---------------------------------------------------------------
          (Approximate Date of Proposed Public Offering)

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

__ Immediately upon filing pursuant to  __ On (date) pursuant to
   paragraph (b)                           paragraph (b)

__ 60 days after filing pursuant to     __ On (date) pursuant to
   paragraph (a)(1)                        paragraph (a)(1)

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

If appropriate, check the following box:

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

<PAGE>

                                                [Draft of 11/15/00]


                       MANAGERS AMG FUNDS

                FRONTIER SMALL COMPANY VALUE FUND
                      FRONTIER GROWTH FUND
                      _____________________

                           PROSPECTUS

                     DATED JANUARY __, 2001



    THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>

<TABLE>
<CAPTION>
                        TABLE OF CONTENTS
<S>                                                            <C>
                                                               Page

KEY INFORMATION                                                 1
     SUMMARY OF THE GOALS, PRINCIPAL STRATEGIES AND
     PRINCIPAL RISK FACTORS OF THE FUNDS                        1

PERFORMANCE SUMMARY                                             4
     SMALL COMPANY VALUE FUND                                   4
     GROWTH FUND                                                4

FEES AND EXPENSES OF THE FUNDS                                  6
     FEES AND EXPENSES                                          6
     EXAMPLE                                                    6

FRONTIER SMALL COMPANY VALUE FUND                               7
     OBJECTIVE                                                  7
     PRINCIPAL INVESTMENT STRATEGIES                            7
     SHOULD YOU INVEST IN THIS FUND?                            7

FRONTIER GROWTH FUND                                            8
     OBJECTIVE                                                  8
     PRINCIPAL INVESTMENT STRATEGIES                            8
     SHOULD YOU INVEST IN THIS FUND?                            8

MANAGERS AMG FUNDS                                              9
     SMALL COMPANY VALUE FUND                                   9
     GROWTH FUND                                                9

PAST PERFORMANCE OF FRONTIER                                   10

YOUR ACCOUNT                                                   12
     MINIMUM INVESTMENTS IN THE FUNDS                          12

HOW TO PURCHASE SHARES                                         13

DISTRIBUTION PLAN                                              13

HOW TO SELL SHARES                                             14

INVESTOR SERVICES                                              14

THE FUNDS AND THEIR POLICIES                                   15

ACCOUNT STATEMENTS                                             15

DIVIDENDS AND DISTRIBUTIONS                                    16

TAX INFORMATION                                                16

</TABLE>
<PAGE>

                         KEY INFORMATION

     This Prospectus contains important information for anyone
interested in investing in the FRONTIER SMALL COMPANY VALUE FUND
(the "Small Company Value Fund") and/or the FRONTIER GROWTH FUND
(the "Growth Fund"), each a series of MANAGERS AMG FUNDS.  Please
read this document carefully before you invest and keep it for
future reference.  You should base your purchase of shares of the
Funds on your own goals, risk preferences and investment time
horizons.

SUMMARY OF THE GOALS, PRINCIPAL STRATEGIES AND PRINCIPAL RISK
FACTORS OF THE FUNDS

     The following is a summary of the goals, principal
strategies and principal risk factors of the Funds.

<TABLE>
<CAPTION>

<S>                   <C>         <C>                      <C>
FUND                 GOALS       PRINCIPAL STRATEGIES    PRINCIPAL RISK
                                                         FACTORS
-----                ------      ---------------------   ---------------
SMALL              Long-term     Invests primarily in     Market Risk
COMPANY            capital       equity securities of     Management Risk
VALUE FUND       appreciation    small capitalization     Sector Risk
                                 companies                Small-Cap
                                                          Company Risk
                                 Invests primarily in     Value Stock
                                 companies that, at the   Risk
                                 time of purchase, have
                                 market capitalizations
                                 between $100 million
                                 and $1.5 billion and
                                 are priced below three
                                 (3) times book value

                                 Ordinarily invests in
                                 50 to 100 companies
                                 that are selected from
                                 all sectors of the
                                 market based upon a
                                 bottom-up analysis of
                                 each company's
                                 fundamentals;
                                 currently, the fund
                                 focuses on companies
                                 in the financial
                                 services, consumer
                                 discretionary,
                                 technology, producer
                                 durables, utilities
                                 and materials and
                                 processing sectors

GROWTH FUND       Long-term      Invests primarily in     Market Risk
                  capital        common stocks of U.S.    Management Risk
               appreciation      companies with the       Growth Stock
                                 potential for long-      Risk
                                 term growth              Large and Mid-
                                                          Cap Stock Risk
                                 Invests primarily in     Sector Risk
                                 companies with
                                 capitalizations of at
                                 least $5 billion,
                                 although it may invest
                                 in companies of any
                                 size

                                 Ordinarily invests in
                                 80 to 120 companies
                                 that are believed to
                                 have superior earnings
                                 growth potential;
                                 companies are selected
                                 from all sectors of
                                 the market based upon
                                 a bottom-up analysis
                                 of each company's
                                 fundamentals;
                                 currently the Fund
                                 focuses on companies
                                 in the technology,
                                 health care, consumer
                                 growth, producer
                                 durables, financial
                                 services and
                                 communications sectors
</TABLE>
<PAGE>

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

GROWTH STOCK RISK (GROWTH FUND)

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

LARGE AND MID-CAP STOCK RISK (GROWTH FUND)

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

MARKET RISK

     The Funds are subject to the risks generally of investing in
stocks, commonly referred to as "market risk." Market risk
includes the risk of sudden and unpredictable drops in value of
the market as a whole and periods of lackluster performance.
Despite unique influences on individual companies, stock prices
in general rise and fall as a result of investors' perceptions of
the market as a whole.  The consequences of market risk are that
if the stock market drops in value, the value of the Funds'
portfolios of investments is also likely to decrease in value.
The increase or decrease in the value of the Funds' investments,
in percentage terms, may be more or less than the increase or
decrease in the value of the market.

MANAGEMENT RISK

     The Funds are subject to management risk because they are
actively managed investment portfolios.  Management risk is the
chance that poor security selection will cause the Funds to
underperform other funds with similar objectives. The success of
the Funds' investment strategy depends significantly on the skill
of Frontier Capital Management Company, LLC ("Frontier") in
assessing the potential of the securities in which the Funds
invest.  Frontier will apply its investment techniques and risk
analyses in making investment decisions for the Funds, but there
can be no guarantee that these will produce the desired result.

SECTOR RISK

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

SMALL-CAP COMPANY RISK (SMALL COMPANY VALUE FUND)

     Small capitalization companies often have greater price
volatility, lower trading volume, and less liquidity than larger,
more established companies.  These companies tend to have smaller
revenues, narrower product lines, less management depth and
experience, smaller shares of their product or service markets,
fewer financial resources, and less competitive strength than
larger companies.  For these and other reasons, the Small Company
Value Fund
<PAGE>

may underperform other stock funds (such as large-
company stock funds) when stocks of smaller companies are out of
favor.

VALUE STOCK RISK (SMALL COMPANY VALUE FUND)

     "Value" stocks can perform differently from the market as a
whole and other types of stocks and can continue to be
undervalued by the market for long periods of time.  With value
investing, a stock may not achieve its expected value because the
circumstances causing it to be underpriced do not change.  For
this reason, the Small Company Value Fund may underperform other
stock funds (such as larger company growth stock funds) when
smaller company value stocks are out of favor.
<PAGE>

                       PERFORMANCE SUMMARY

SMALL COMPANY VALUE FUND

     Because the Small Company Value Fund has not completed a
full calendar year's operations, performance information is not
included in this Prospectus.  Information regarding Frontier's
performance with respect to a proprietary benefit plan account
that was continuously managed by Frontier with investment
objectives, policies and strategies substantially similar to
those of the Small Company Value Fund is provided elsewhere in
this prospectus.  See "Past Performance of Frontier."


GROWTH FUND

     The following bar chart illustrates the risks of investing
in the Growth Fund by showing, for periods prior to the Growth
Fund's inception on September 19, 2000, the year-by-year total
return of Frontier Growth Fund, L.P., the predecessor to the
Growth Fund.  The chart illustrates how the performance of the
predecessor fund has varied over the past ten years, assuming
that all dividend and capital gain distributions have been
reinvested. The predecessor fund began operations on March 7,
1988, and its objectives, policies, guidelines and restrictions
were, in all material respects, the same as the Growth Fund's.
The predecessor fund was not registered as a mutual fund and
therefore was not subject to certain investment restrictions that
are imposed upon mutual funds.  If the predecessor fund had been
registered as a mutual fund, the predecessor fund's performance
may have been adversely affected.  The performance of the
predecessor fund was calculated according to the standardized SEC
method, except that quarterly rather than daily fund values were
used.  Past performance does not guarantee future results.

<TABLE>
<CAPTION>
            <S>              <C>
            ANNUAL RETURNS - LAST TEN CALENDAR YEARS*

            1990             0.90%
            1991            56.68%
            1992             8.77%
            1993             5.34%
            1994            (5.13)%
            1995            26.08%
            1996            16.25%
            1997            15.47%
            1998            31.65%
            1999            42.59%
</TABLE>

<TABLE>
<CAPTION>

     For the period January 1, 2000 through June 30, 2000, the
total return was 16.07%.
         <S>                 <C>        <C>
         Best Quarter*:      33.23%     (4th Quarter 1998)
         Worst Quarter*:    (18.18)%    (3rd Quarter 1998)
<FN>
     *Reflects performance of predecessor fund for periods prior
to the Growth Fund's inception on September 19, 2000.
</FN>
</TABLE>
     The following table compares the Growth Fund's performance
to that of a broadly based securities market index.  Again, the
table assumes that dividends and capital gain distributions have
been reinvested for the Growth Fund and the applicable Index.  As
always, the past performance of the Growth Fund is not an
indication of how the Growth Fund will perform in the future.
<PAGE>

<TABLE>
<CAPTION>

    AVERAGE ANNUAL TOTAL RETURNS (AS A PERCENTAGE) AS OF 12/31/99*

<S>                 <C>              <C>             <C>
                    1 YEAR           5 YEARS         10 YEARS
                    ------           --------        ---------
Growth Fund         42.59%           26.01%           18.50%
S&P 500 Index       21.03%           28.58%           18.22%

<FN>
     *Reflects performance of predecessor fund for periods prior
to the Growth Fund's inception on September 19, 2000.
</FN>
</TABLE>
<PAGE>


                 FEES AND EXPENSES OF THE FUNDS

     THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY
IF YOU BUY AND HOLD SHARES OF THE FUNDS.

FEES AND EXPENSES

<TABLE>
<CAPTION>

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<S>                                                             <C>
Maximum Sales Charge (Load) Imposed on Purchases
     (as a percentage of the offering price)                    None
Maximum Deferred Sales Charge (Load)                            None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
     and Other Distributions                                    None
Maximum Account Fee                                             None
</TABLE>

<TABLE>
<CAPTION>

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM FUND ASSETS)
<S>                                 <C>             <C>
                                    SMALL COMPANY   VALUE GROWTH
                                        FUND            FUND
                                    -------------   ------------
Management Fee                       1.10%          0.85%
Distribution (12b-1) Fees            0.25%          0.25%
Other Expenses                       0.32%1         0.19%1
Total Annual Fund Operating Expenses 1.67%          1.29%
Fee Waiver and Reimbursement         (0.12)%2        (0.05)%2
Net Annual Fund Operating Expenses   1.55%          1.24%
<FN>
     1Because the Funds are new, the "Other Expenses" of the
Funds are based on annualized projected expenses and average net
assets for the fiscal year ending September 30, 2001.

     2The Managers Funds LLC and Frontier have contractually
agreed for a period of not less than eighteen (18) months, to
limit Net Annual Fund Operating Expenses to 1.55% and 1.24% of
the Small Company Value Fund's and the Growth Fund's average
annual net assets, respectively, subject to later reimbursement
by the respective Fund in certain circumstances.  See "Managers
AMG Funds."
</FN>
</TABLE>

EXAMPLE

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

<TABLE>
<CAPTION>

<S>                 <C>       <C>
                    1 YEAR    3 YEARS
                    ------    -------
Small Company       $158     $239
Value Fund
Growth Fund          $126    $191
</TABLE>


     The Example reflects the impact of each Fund's contractual
expense limitation for the initial eighteen (18) month period
covered by the Example.

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



                FRONTIER SMALL COMPANY VALUE FUND

OBJECTIVE

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

PRINCIPAL INVESTMENT STRATEGIES

     The Small Company Value Fund invests primarily in equity
securities of small capitalization companies that Frontier
believes are undervalued.  The Small Company Value Fund primarily
invests in companies that, at the time of purchase, have market
capitalizations between $100 million and $1.5 billion and are
priced below three (3) times book value.  The Small Company Value
Fund's equity investments will consist of common stocks,
preferred stocks and convertible preferred stocks.  Ordinarily,
the Small Company Value Fund invests in 50 to 70 companies that
are selected based upon a bottom-up analysis of each company's
fundamentals.  Currently, the Small Company Value Fund focuses on
companies in the financial services, consumer discretionary,
technology, producer durables, utilities and materials and
processing sectors.

     Frontier serves as sub-adviser to the Small Company Value
Fund.  Frontier's investment process will emphasize valuation and
earnings potential.  Frontier evaluates companies for investment
using traditional bottom-up fundamental research methods
including assessments of earnings quality, return on capital,
earnings potential compared to consensus estimates, quality of
management, financial leverage, secular and cyclical trends,
insider buying and internal or external catalysts to improved
performance.  In addition to price to book value, the valuation
metrics to be reviewed include market capitalization to revenue,
free cash flow yield, enterprise value to earnings, comparison to
private market value, and investment risk/reward.  Generally,
Frontier will sell a security if the company's earnings
fundamentals are deteriorating, or if it believes valuations are
above sustainable or historical levels.

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

SHOULD YOU INVEST IN THIS FUND?

     This Fund MAY be suitable if you:

     *    Are seeking exposure to equity markets

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

     *    Have an investment time horizon of five years or more

     This Fund MAY NOT be suitable if you:

     *    Are seeking stability of principal

     *    Are investing with a shorter time horizon in mind

     *    Are uncomfortable with stock market risk

     *    Are seeking current income

-----------------------------------------------------------------
WHAT ARE YOU INVESTING IN?  You are buying shares of a pooled
investment known as a mutual fund.  It is professionally managed
and gives you the opportunity to invest in a wide variety of
companies industries and markets.  This Fund is not a complete
investment program and there is no guarantee that it will reach
its stated goals.
-----------------------------------------------------------------
<PAGE>

                      FRONTIER GROWTH FUND

OBJECTIVE

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

PRINCIPAL INVESTMENT STRATEGIES

     The Growth Fund invests primarily in common stocks of U.S.
companies with the potential for long-term growth.  Although the
Growth Fund may invest in companies of any size, the Growth Fund
will invest primarily in companies with market capitalizations
greater than $1 billion.  Ordinarily, the Growth Fund invests in
80 to 120 companies that Frontier believes have superior earnings
growth potential.  Companies are selected from all sectors of the
market based upon a bottom-up analysis of each company's
fundamentals.  Currently, the Growth Fund focuses on companies in
the technology, health care, consumer growth, producer durables,
financial services and communications sectors.  Generally, the
Growth Fund limits its investments in any specific company to 5%
of its assets.

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

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

SHOULD YOU INVEST IN THIS FUND?

     This Fund MAY be suitable if you:

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

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

     *    Have an investment time horizon of five years or more

     This Fund MAY NOT be suitable if you:

     *    Are seeking stability of principal

     *    Are investing with a shorter time horizon in mind

     *    Are uncomfortable with stock market risk

     *    Are seeking current income

-----------------------------------------------------------------
WHAT ARE YOU INVESTING IN?  You are buying shares of a pooled
investment known as a mutual fund.  It is professionally managed
and gives you the opportunity to invest in a wide variety of
companies industries and markets.  This Fund is not a complete
investment program and there is no guarantee that it will reach
its stated goals.
------------------------------------------------------------------
<PAGE>


                       MANAGERS AMG FUNDS

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

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

     Frontier has day-to-day responsibility for managing each
Fund's portfolio.  Frontier, located at 99 Summer Street, Boston,
Massachusetts 02110, is the successor firm to Frontier Capital
Management Company, Inc., which was formed in 1980.  Affiliated
Managers Group, Inc. indirectly owns a majority interest in
Frontier.  As of September 30, 2000, Frontier had assets under
management of approximately $5.4 billion.

SMALL COMPANY VALUE FUND

     Thomas W. Duncan, Jr. and William A. Teichner, CFA are the
portfolio managers for the Small Company Value Fund.  Mr. Duncan
is a Vice President of Frontier, a position he has held since
1996.  Prior to that time, Mr. Duncan was a Research Analyst with
Frontier from 1993.  Mr. Teichner is also a Vice President of
Frontier, a position he has held since 1995.

     The Small Company Value Fund is obligated by its investment
management agreement to pay an annual management fee to the
Investment Manager of 1.10% of the average daily net assets of
the Small Company Value Fund.  The Investment Manager, in turn,
pays Frontier 1.10% of the average daily net assets of the Small
Company Value Fund for its services as sub-adviser.  Under its
investment management agreement with the Small Company Value
Fund, the Investment Manager provides a variety of administrative
services to the Small Company Value Fund and, under its
distribution agreement with the Small Company Value Fund, the
Investment Manager provides a variety of shareholder,
distribution and marketing services to the Small Company Value
Fund.

     The Investment Manager has contractually agreed, for a
period of not less than eighteen (18) months, to waive fees and
pay or reimburse the Small Company Value Fund to the extent total
expenses of the Small Company Value Fund exceed 1.55% of the
Small Company Value Fund's average daily net assets.  The Small
Company Value Fund is obligated to repay the Investment Manager
such amounts waived, paid or reimbursed in future years provided
that the repayment occurs within 3 years after the waiver or
reimbursement and that such repayment would not cause the Small
Company Value Fund's expenses in any such future year to exceed
1.55% of the Small Company Value Fund's average daily net assets.
In addition to any other waiver or reimbursement agreed to by the
Investment Manager, Frontier from time to time may waive all or a
portion of its fee.  In such an event, the Investment Manager
will, subject to certain conditions, waive an equal amount of the
management fee.

GROWTH FUND

     J. David Wimberly, CFA, and Stephen M. Knightly, CFA, are
the portfolio managers for the Growth Fund.  Mr. Wimberly is the
Chairman of Frontier, a position he has held since 1980.  Mr.
Knightly is a Vice President of Frontier, a position he has held
since December 1994.

     The Growth Fund is obligated by its investment management
agreement to pay an annual management fee to the Investment
Manager of 0.85% of the average daily net assets of the Growth
Fund.  The Investment Manager, in turn, pays Frontier 0.85% of
the average daily net assets of the Growth Fund for its services
as sub-adviser. Under its investment management agreement with
the Growth Fund, the Investment Manager provides a variety of
<PAGE>

administrative services to the Growth Fund and, under its
distribution agreement with the Growth Fund, the Investment
Manager provides a variety of shareholder, distribution and
marketing services to the Growth Fund.

     The Investment Manager has contractually agreed, for a
period of not less than eighteen (18) months, to waive fees and
pay or reimburse the Growth Fund to the extent total expenses of
the Fund exceed 1.24% of the Growth Fund's average daily net
assets.  The Growth Fund is obligated to repay the Investment
Manager such amounts waived, paid or reimbursed in future years
provided that the repayment occurs within 3 years after the
waiver or reimbursement and that such repayment would not cause
the Growth Fund's expenses in any such future year to exceed
1.24% of the Growth Fund's average daily net assets.  In addition
to any other waiver or reimbursement agreed to by the Investment
Manager, Frontier from time to time may waive all or a portion of
its fee.  In such an event, the Investment Manager will, subject
to certain conditions, waive an equal amount of the management
fee.


                  PAST PERFORMANCE OF FRONTIER

     The table below sets forth the investment performance for
the period from January 1, 1999 to December 31, 2000 of a
proprietary benefit plan account that was continuously managed by
Frontier with investment objectives, policies and strategies
substantially similar to those of the Small Company Value Fund
(the "Proprietary Account").      The Proprietary Account's
investment performance has been adjusted to give effect on a
quarterly basis to fees and expenses in the amount of 1.55%,
which is the expense ratio of the Small Company Value Fund, net
of contractual waivers and reimbursements.  The chart illustrates
how the performance of the Proprietary Account has varied over
the past 8 quarters, assuming that all dividend and capital gain
distributions have been reinvested.

     The table compares the Proprietary Account's performance to
the Russell 2000 Value Index.  The Russell 2000 Value Index
measures the performance of those companies with lower price-to-
book ratios and lower forecasted growth values which are among
the 2,000 smallest companies in the Russell 3000 Index (which
itself represents the performance of the 3,000 largest U.S.
companies based on total market capitalization).  Although used
as a benchmark, the performance of the Russell 2000 Value Index
may not be comparable to the Proprietary Account because, unlike
the performance of the Proprietary Account, the performance of
the Russell 2000 Value Index has not been adjusted for any fees
or expenses.

<TABLE>
<CAPTION>
     <S>                 <C>                   <C>
                                               Russell 2000 Value
                         Proprietary Account          Index
                         -------------------   ---------------------
     March 31, 1999      (6.61)%               (9.69)
     June 30, 1999       28.16%                16.56%
     September 30,1999   (2.64)%               (7.82)%
     December 31, 1999   13.29%                 1.53%
     Total Annual Return 32.02%                (1.48)%


     March 31, 2000      10.84%                 3.82%
     June 30, 2000       10.83%                 1.95%
     September 30, 2000  10.70%                 7.34%
     December 31, 2000
     Total Annual Return

     Total Cumulative Return

     Annualized:
     1 Year
     2 Years
     Since Inception
</TABLE>
<PAGE>

     The information provided does not represent the performance
of the Small Company Value Fund, which commenced operations on
, 2001 and has a limited performance record of its own.  The
following information should not be considered a prediction of
future performance of the Small Company Value Fund.  The Small
Company Value Fund's performance may be higher or lower than that
shown above.

     The Proprietary Account is not subject to the same types of
expenses to which the Small Company Value Fund is subject, nor to
the diversification requirements, specific tax restrictions and
investment limitations imposed on the Fund by the Investment
Company Act of 1940, as amended (the "1940 Act") or the Internal
Revenue Code of 1986, as amended (the "Code").  The performance
of the Proprietary Account might have been less favorable had the
Proprietary Account been subject to these requirements,
restrictions and limitations.  Past performance does not
guarantee future results.
<PAGE>


                          YOUR ACCOUNT

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

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

MINIMUM INVESTMENTS IN THE FUND

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

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

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

<TABLE>
<CAPTION>
     <S>                <C>                   <C>
                        INITIAL INVESTMENT    ADDITIONAL INVESTMENT
                        ------------------    ---------------------

     Regular accounts   $25,000               $1,000
     Traditional IRA     25,000                1,000
     Roth IRA            25,000                1,000
</TABLE>

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

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

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

You should consult your tax professional for more information on
IRA accounts.
-------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

                     HOW TO PURCHASE SHARES

                        INITIAL PURCHASE    ADDITIONAL PURCHASES
                      ------------------------------------------
<S>                        <C>                 <C>
THROUGH YOUR          CONTACT YOUR          SEND ANY ADDITIONAL
INVESTMENT ADVISOR    INVESTMENT ADVISOR    MONIES TO YOUR
                      OR OTHER INVESTMENT   INVESTMENT
                      PROFESSIONAL.         PROFESSIONAL AT THE
                                            ADDRESS APPEARING ON
                                            YOUR ACCOUNT
                                            STATEMENT.

ALL SHAREHOLDERS:     Complete the account
                      application.

*    BY MAIL          Mail the application  Write a letter of
                      and a check payable   instruction and a
                      to Managers AMG       check payable to
                      Funds to:             Managers AMG Funds
                                            to:
                      Managers AMG Funds
                      c/o Boston Financial  Managers AMG Funds
                      Data Services, Inc.   c/o Boston Financial
                      P.O. Box 8517         Data Services, Inc.
                      Boston, MA 02266-     P.O. Box 8517
                      8517                  Boston, MA 02266-
                                            8517

*    BY TELEPHONE     Not Available         Include your account
                                            # and Fund name on
                                            your check

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

*    BY INTERNET      Not Available         If your account has
                                            already been
                                            established, see our
                                            website at
                                            http://www.managersa
                                            mg.com.  The minimum
                                            additional
                                            investment is
                                            $1,000.
</TABLE>


     FOR BANK WIRES:  Please call and notify the Fund at (800)
     252-0682.  Then instruct your bank to wire the money to
     State Street Bank and Trust Company, Boston, MA 02101; ABA
     #011000028; BFN Managers AMG Funds A/C 9905-472-8, FBO
     Shareholder name, account number and Fund name.  Please be
     aware that your bank may charge you a fee for this service.

     If you invest through a third party such as a bank, broker-
dealer or other fund distribution organization, rather than
directly with the Trust, the policies, fees and minimum
investment amounts may be different than those described in this
Prospectus.  The Funds may also participate in programs with many
national brokerage firms which limit the transaction fees for the
shareholder and may pay fees to these firms for participation in
these programs.

                        DISTRIBUTION PLAN

     The Funds have adopted a distribution plan to pay for the
marketing of each Fund's shares.  Under the plan, the Board of
Trustees has authorized payments at an annual rate of up to 0.25%
of each Fund's average daily net assets to The Managers Funds LLC
for providing distribution services.
<PAGE>

                       HOW TO SELL SHARES

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

<TABLE>
<CAPTION>
                                INSTRUCTIONS
--------------------------------------------------------------
<S>                   <C>

THROUGH YOUR          Contact your investment advisor or other
INVESTMENT ADVISOR    investment professional.

ALL SHAREHOLDRES:

*    BY MAIL          Write a letter of instruction containing:

                      *  the name of the Fund

                      *  dollar amount or number of shares to
                         be sold

                      *  your name

                      *  your account number

                      *  signatures of all owners on account

                      Mail letter to:

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

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

*    BY INTERNET      See our website at
                      http://www.managersamg.com.
</TABLE>


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

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

                        INVESTOR SERVICES

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

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

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

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

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

     The Fund will not be responsible for any losses resulting
from unauthorized transactions if it follows reasonable security
procedures designed to verify the identity of the investor.  You
should verify the accuracy of your confirmation statements
immediately after you receive them.  If you do not want the
ability to sell and exchange by telephone or internet, call the
Fund for instructions.

                  THE FUNDS AND THEIR POLICIES

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

     The Funds reserve the right to:

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

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

     *    change the minimum investment amounts;

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

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

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

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

     *    terminate or change the Exchange Privilege or impose fees in
          connection with exchanges or redemptions.

                       ACCOUNT STATEMENTS

     You will receive quarterly and yearly statements detailing
your account activity.  All investors (other than IRA accounts)
will also receive a Form 1099-DIV in January, detailing the tax
characteristics of any dividends and distributions that you have
received in your account, whether taken in cash or as additional
shares.  You will also receive a confirmation after each trade
executed in your account.
<PAGE>

                   DIVIDENDS AND DISTRIBUTIONS

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

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

                         TAX INFORMATION

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

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

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

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

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

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

     *    fail to certify that they are exempt from withholding.

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

                       MANAGERS AMG FUNDS
                FRONTIER SMALL COMPANY VALUE FUND
                      FRONTIER GROWTH FUND

INVESTMENT MANAGER AND FUND DISTRIBUTOR
The Managers Funds LLC
40 Richards Avenue
Norwalk, Connecticut 06854-2325
(203) 857-5321 or (800) 835-3879


SUB-ADVISER
Frontier Capital Management Company, LLC
99 Summer Street
Boston, Massachusetts 02110

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

LEGAL COUNSEL
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109

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

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

*Interested Person
<PAGE>

For More Information

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

          By Telephone:      Call 1-800-835-3879

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

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

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

INVESTMENT COMPANY ACT REGISTRATION NUMBER 811-9521

<PAGE>

                       MANAGERS AMG FUNDS

                FRONTIER SMALL COMPANY VALUE FUND

                      FRONTIER GROWTH FUND
                  ____________________________

               STATEMENT OF ADDITIONAL INFORMATION

                     DATED JANUARY __, 2001

_________________________________________________________________

    You  can obtain a free copy of the Prospectus of the Frontier
Small Company Value Fund (the "Small Company Value Fund") and the
Frontier Growth Fund (the "Growth Fund and, collectively with the
Small  Company Value Fund, the "Funds") 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 Funds.  It should be read in conjunction  with
the Funds' Prospectus.
<PAGE>

<TABLE>
<CAPTION>

                        TABLE OF CONTENTS

                                                             Page
                                                             -----
<S>                                                           <C>
GENERAL INFORMATION                                           1
INVESTMENT OBJECTIVES AND POLICIES                            1
 INVESTMENT TECHNIQUES AND ASSOCIATED RISKS                   2
 DIVERSIFICATION REQUIREMENTS FOR THE FUNDS                   6
 FUNDAMENTAL INVESTMENT RESTRICTIONS                          6
 TEMPORARY DEFENSIVE POSITION                                 8
 PORTFOLIO TURNOVER                                           8
BOARD OF TRUSTEES AND OFFICERS OF THE TRUST                   8
 TRUSTEES' COMPENSATION                                       9
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES          10
 CONTROL PERSONS                                             10
 MANAGEMENT OWNERSHIP                                        10
MANAGEMENT OF THE FUND                                       10
 INVESTMENT MANAGER AND SUB-ADVISER                          10
 COMPENSATION OF INVESTMENT MANAGER AND SUB-ADVISER BY
 THE FUND                                                    11
 FEE WAIVERS AND EXPENSE LIMITATIONS                         11
 INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS           11
 REIMBURSEMENT AGREEMENT                                     12
 CODE OF ETHICS                                              13
 DISTRIBUTION ARRANGEMENTS                                   13
 CUSTODIAN                                                   13
 TRANSFER AGENT                                              13
 INDEPENDENT PUBLIC ACCOUNTANTS                              13
BROKERAGE ALLOCATION AND OTHER PRACTICES                     14
PURCHASE, REDEMPTION AND PRICING OF SHARES                   14
 PURCHASING SHARES                                           14
 REDEEMING SHARES                                            15
 EXCHANGE OF SHARES                                          16
 NET ASSET VALUE                                             16
 DIVIDENDS AND DISTRIBUTIONS                                 16
 DISTRIBUTION PLAN                                           17
CERTAIN TAX MATTERS                                          17
 FEDERAL INCOME TAXATION OF FUNDS-IN GENERAL                 17
 TAXATION OF THE FUNDS' INVESTMENTS                          17
 FEDERAL INCOME TAXATION OF SHAREHOLDERS                     18
 FOREIGN SHAREHOLDERS                                        18
 STATE AND LOCAL TAXES                                       19
 OTHER TAXATION                                              19
PERFORMANCE DATA                                             19
 TOTAL RETURN                                                19
 PERFORMANCE COMPARISONS                                     20
 MASSACHUSETTS BUSINESS TRUST                                20
 DESCRIPTION OF SHARES                                       20
 ADDITIONAL INFORMATION                                      22

</TABLE>
<PAGE>

                       GENERAL INFORMATION

    This Statement of Additional Information relates only to  the
Frontier  Small Company Value Fund and the Frontier  Growth  Fund
(the  "Funds").   Each 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 Funds, as well
as  each Fund's investment objectives and policies.  It should be
read  in  conjunction with each 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 Funds  and  is
responsible  for  the overall administration and distribution  of
the Funds.  See "Management of the Funds."

               INVESTMENT OBJECTIVES AND POLICIES

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

SMALL COMPANY VALUE FUND

    The  Small  Company  Value Fund invests primarily  in  equity
securities  of  small  capitalization  companies  that   Frontier
believes are undervalued.  The Small Company Value Fund primarily
invests  in companies that, at the time of purchase, have  market
capitalizations  between $100 million and $1.5  billion  and  are
priced below three (3) times book value.  The Small Company Value
Fund's   equity  investments  will  consist  of  common   stocks,
preferred  stocks and convertible preferred stocks.   Ordinarily,
the  Small Company Value Fund invests in 50 to 70 companies  that
are  selected  based upon a bottom-up analysis of each  company's
fundamentals.  Currently, the Small Company Value Fund focuses on
companies  in  the  financial services,  consumer  discretionary,
technology,  producer  durables,  utilities  and  materials   and
processing sectors.

    Frontier  serves  as sub-advisor to the Small  Company  Value
Fund.  Frontier's investment process will emphasize valuation and
earnings  potential.  Frontier evaluates companies for investment
using   traditional   bottom-up  fundamental   research   methods
including  assessments of earnings quality,  return  on  capital,
earnings  potential compared to consensus estimates,  quality  of
management,  financial  leverage, secular  and  cyclical  trends,
insider  buying  and internal or external catalysts  to  improved
performance.   In addition to price to book value, the  valuation
metrics  to be reviewed include market capitalization to revenue,
free cash flow yield, enterprise value to earnings, comparison to
private  market  value,  and investment risk/reward.   Generally,
Frontier   will  sell  a  security  if  the  company's   earnings
fundamentals are deteriorating, or if it believes valuations  are
above sustainable or historical levels.

GROWTH FUND

    The  Growth  Fund invests primarily in equity  securities  of
U.S. companies with the potential for long-term growth.  Although
the  Growth Fund may invest in companies of any size, the  Growth
Fund   will   invest   primarily   in   companies   with   market
capitalizations greater than $1 billion.  Ordinarily, the  Growth
Fund invests in 80 to 120 companies from pre-selected sectors  of
the market.

    Investments  are  made  through a  process  that  combines  a
strategic  overview  of  the securities markets  with  systematic
screening   using  a  disciplined,  quantitative   approach   and
traditional research techniques.  Initially, the Growth Fund will
focus  on  the technology, health care, consumer growth, producer
durables,   financial   services   and   utilities/communications
sectors.   Generally, the Growth Fund limits its  investments  in
any specific company to 5% of its assets.

<PAGE>
INVESTMENT TECHNIQUES AND ASSOCIATED RISKS

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

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

    Repurchase  agreements  could have  certain  risks  that  may
adversely affect the Funds.  If a seller defaults,  the Funds 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 Funds  may  enter
into  reverse  repurchase agreements.  In  a  reverse  repurchase
agreement,  a 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  Funds  will  invest  the proceeds  of  borrowings  under
reverse repurchase agreements.  In addition, the Funds 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 Funds will not  invest
the  proceeds of a reverse repurchase agreement for a period that
is  longer  than  the reverse repurchase agreement  itself.   The
Funds  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 Funds may invest some
of  their  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

                           2
<PAGE>
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  a  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 a Fund's operations and the ability to obtain  a
judgment against an issuer in an emerging market country.

    (4)    Foreign Securities.  The Funds may invest  in  foreign
securities either directly or indirectly in the form of  American
Depository  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  a  Fund's
investments  in foreign securities may be adversely  affected  by
changes in political or social conditions, confiscatory taxation,
diplomatic  relations, expropriation, nationalization, limitation
on  the  removal  of  funds or assets, or  the  establishment  of
exchange   controls  or  other  foreign  restrictions   and   tax
regulations  in  foreign  countries.  In  addition,  due  to  the
differences in the economy of these foreign countries compared to
the  U.S.  economy,  whether favorably or unfavorably,  portfolio
securities  may  appreciate  or depreciate  and  could  therefore
adversely  affect a Fund's operations.  It may also be  difficult
to  obtain  a  judgment  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 Funds  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, a 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
Funds  will  not  enter into contracts that are greater  than  90
days.

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

    If  the Funds engage in an offsetting transaction, the  Funds
will  experience a gain or a loss determined by the  movement  in
the contract prices.  An "offsetting transaction" is one where  a
Fund enters into a transaction with the bank upon maturity of the
original  contract.  The Funds 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 Funds may invest  some
of  their assets in securities denominated in foreign currencies.
The  Funds will compute and distribute the income earned  by  the
Funds  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 Funds earn the income  and
the  time  that  the income is converted into U.S.  Dollars,  the
Funds  may be required to sell their securities in order to  make

                           3
<PAGE>
distributions in U.S. Dollars.  As a result, the liquidity  of  a
Fund's  securities  may  have an adverse affect  on  such  Fund's
performance.

    (5)    Futures Contracts.  The Funds may buy and sell futures
contracts and options on future contracts to attempt to  maintain
exposure  to the equity markets while holding cash for  temporary
liquidity needs, or protect the value of their portfolios against
changes  in  the prices of the securities in which  they  invest.
When  the  Funds buy or sell a futures contract, the  Funds  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 Funds desire to do so.

    Equity  Index  Futures Contracts.  The Funds may  enter  into
equity  index futures contracts.  An equity index future contract
is an agreement for the Funds 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 Funds
enter into this type of contract, the Funds make 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 Funds  may  invest  in  privately
placed,  restricted, Rule 144A or other unregistered  securities.
Neither  Fund may acquire illiquid holdings if, as a result, more
than  15%  of  that  Fund's total assets  would  be  in  illiquid
investments.  Subject to this Fundamental policy limitation,  the
Funds  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
relevant Fund's portfolio.  The price a Fund's portfolio may  pay
for  illiquid securities or may receive upon resale may be  lower
than  the  price paid or received for similar securities  with  a
more   liquid  market.   Accordingly,  the  valuations  of  these
securities will reflect any limitations on their liquidity.

    The Funds 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 Funds may be subject to  a
risk  if the Funds should decide to sell these securities when  a
buyer  is  not readily available and at a price which  the  Funds
believe  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 Funds 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  Funds
may   be   permitted  to  sell  a  security  under  an  effective
registration statement.  If, during such a period, adverse market
conditions  develop, the Funds 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 Funds 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.

                           4
<PAGE>
    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  Funds may terminate an obligation to sell an outstanding
option by making a "closing purchase transaction." The Funds make
a closing purchase transaction when they buy a call option on the
same  security or contract with has the same price and expiration
date.   As a result, the Funds 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  Funds are 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 Funds may increase due to the writing  of  a
covered call option.

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

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

    The  Funds may terminate an obligation to sell an outstanding
option by making a "closing purchase transaction." The Funds make
a  closing purchase transaction when they buy a put option on the
same  security  or  contract with the same price  and  expiration
date.   As a result, the Funds 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  Funds are 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 Funds may increase due to the writings of  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 Funds lend portfolio securities.

    Puts  and  Calls.   The Funds may buy options  on  individual
stocks, equity indices and equity futures contracts.  The  Funds'
purpose  in buying these puts and calls is to protect against  an
adverse  affect in changes of the general level of market  prices
in  which  the Funds operate.  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 Funds 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.

                         5
<PAGE>
    (10)   Securities  Lending.   The Funds  may  lend  portfolio
securities  in order to realize additional income.  This  lending
is  subject  to each 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, a 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  Funds  will  establish  a
segregated  account with their Custodian after they have  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 Funds may enter into  short  sales.
The  Funds enter into a short sale when they sell a security that
they  do  not  own.  A broker retains the proceeds of  the  sales
until the Funds replace the sold security. The Funds arrange with
the  broker  to borrow the security.  The Funds must replace  the
security at its market price at the time of the replacement.   As
a  result,  the  Funds may have to pay a premium  to  borrow  the
security and the Funds may, but will not necessarily, receive any
interest on the proceeds of the sale.  The Funds 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 Funds' 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 Funds replace the security, the
Funds  will  incur  a  loss.  If the price declines  during  that
period, the Funds will realize a capital gain.  The capital  gain
will  be  decreased by the amount of transaction  costs  and  any
premiums,  dividends or interest the Funds 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 Funds will have to pay in connection with the  short
sale.   For  tax planning reasons, the Funds may also  engage  in
short  sales with respect to a security that the Funds  currently
hold or have a right to acquire, commonly referred to as a "short
against the box."

    (13)    When-Issued  Securities.   The  Funds  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  Funds until a settlement takes place.  At the time the Funds
make  a commitment to purchase securities on a when-issued basis,
the Funds will record the transaction, reflect the daily value of
the securities when determining the net asset value of the Funds,
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 Funds 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
Funds will meet their obligations from maturities or sales of the
securities held in the segregated account and/or from cash  flow.
If  the  Funds  choose  to  dispose of the  right  to  acquire  a
when-issued security prior to its acquisition, they could incur a
loss or a gain due to market fluctuation.  Furthermore, the Funds
may  be  at  a disadvantage if the other party to the transaction
defaults.  When-issued transactions may allow the Funds to  hedge
against unanticipated changes in interest rates.

DIVERSIFICATION REQUIREMENTS FOR THE FUNDS

    The Funds intend 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 Funds.  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  relevant  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

                             6
<PAGE>
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.

    Each Fund may not:

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

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

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

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

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

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

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

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

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

                              7
<PAGE>
    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

    For  temporary or defensive purposes, the Funds  may  invest,
without  limit,  in  cash or quality short-term  debt  securities
including  repurchase agreements.  To the extent that  the  Funds
are invested in these instruments, the Funds will not be pursuing
their investment objectives.

PORTFOLIO TURNOVER

    Generally,  the  Funds  purchase  securities  for  investment
purposes  and  not for short-term trading profits.  However,  the
Funds  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 relevant Fund's investment  objectives.   A
higher degree of portfolio activity may increase brokerage  costs
to the Funds.

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

           BOARD OF TRUSTEES AND OFFICERS OF THE TRUST

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

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

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

SEAN  M. HEALEY(1) - Trustee; President and Chief Operating Officer
of  Affiliated  Managers Group, Inc. since  October  1999.   From
April  1995  to October 1999, he was Executive Vice President  of
Affiliated  Managers Group, Inc.  From August 1987 through  March
1995,  he  served  in  a  variety of roles  in  the  Mergers  and
Acquisitions  Department of Goldman, Sachs &  Co.,  the  last  of
which  was  as  Vice President.  His address is Two International
Place,  23rd Floor, Boston, Massachusetts  02110.  He has  served
as  a Trustee of the Trust since June 1999.  He also serves as  a
Trustee  of  The  Managers Funds, The Managers Trust  I  and  The
Managers Trust II.  His date of birth is May 9, 1961.

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

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

                                       8
<PAGE>
ERIC RAKOWSKI - Trustee;  Professor, University of California  at
Berkeley  School of Law since 1990.  Visiting Professor,  Harvard
Law  School 1998-1999.  He has served as a Trustee of  the  Trust
since  June  1999.  He also serves as a Trustee of  The  Managers
Funds,  The  Managers  Trust I and The Managers  Trust  II.   His
address   is   1535   Delaware   Street,   Berkeley,   California
94703-1281. His date of birth is June 5, 1958.

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

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

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

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

LAURA   A.  PENTIMONE  -  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:

Name of          Aggregate    Aggregate       Total
Trustee         Compensati  Compensation  Compensation
                  on from     from the      from the
                 the Fund     Trust(a)    Fund and the
                                          Fund Complex
                                             Paid to
                                          Trustees (b)
--------------------------------------------------------
<S>              <C>           <C>           <C>
Jack W. Aber         -        $4,000           $26,000
William E.           -        $4,000           $26,000
Chapman, II
Sean M. Healey     none         none           none
Edward K. Kaier      -        $4,000           $26,000
Eric Rakowski        -        $4,000           $26,000

____________________
<FN>

(a)  Compensation is estimated for each Fund's fiscal year ending
     September 30, 2001.  The Funds do not provide any pension or
     retirement benefits for the Trustees.

(b)  Total  compensation  includes estimated compensation  to  be
     paid during the 12-month period ending December 31, 2000 for
     services  as  Trustees of The Managers Funds,  The  Managers
     Trust I and The Managers Trust II.
</FN>
</TABLE>
                            9
<PAGE>

       CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

CONTROL PERSONS

     As  of January __, 2001 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  Small
Company  Value  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  Small
Company Value Fund.

     As  of September 19, 2000, through its ownership of 100%  of
the  shares of the Fund, Affiliated Managers Group, Inc.  ("AMG")
"controlled"  (within  the meaning of the 1940  Act)  the  Growth
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 Growth Fund.

MANAGEMENT OWNERSHIP

     As  of  January  __, 2001, all management  personnel  (i.e.,
Trustees and Officers) as a group owned beneficially less than 1%
of the outstanding shares of the Small Company Value Fund.

     As  of  September 19, 2000, all management personnel  (i.e.,
Trustees and Officers) as a group owned beneficially less than 1%
of the outstanding shares of the Growth Fund.

                     MANAGEMENT OF THE FUND

INVESTMENT MANAGER AND SUB-ADVISER

     The  Trustees provide broad supervision over the  operations
and  affairs of the Trust and the Funds.  The Managers Funds  LLC
(the  "Investment Manager") serves as investment manager  to  and
distributor of the Funds.  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  Funds under an investment management agreement with  the
Trust  dated September 19, 2000, as amended by Letter  Agreements
dated  September 19, 2000, November 14, 2000 and January__, 2001,
(the  "Investment Management Agreement"), the Investment  Manager
also carries out the daily administration of the Trust and Funds.
For  its  investment management services, the Investment  Manager
receives an investment management fee from each Fund.  All  or  a
portion of the investment management fee paid by each Fund to the
Investment  Manager is used to pay the advisory fees of  Frontier
Capital  Management Company, LLC, the sub-adviser  which  manages
the  assets of each Fund (the "Sub-Adviser" or "Frontier").   The
Investment Manager receives no additional compensation  from  the
Funds for its administration services.  Frontier was selected  by
the Investment Manager, subject to the review and approval of the
Trustees.   Frontier  is the successor firm to  Frontier  Capital
Management  Company,  Inc.  which  was  formed  in   1980.    AMG
indirectly  owns a majority interest in Frontier.  As  of  ______
Frontier's  assets  under  management totaled  approximately  ___
billion.   Frontier's  address is 99 Summer  Street,  Boston,  MA
02110.   Thomas W. Duncan and William A. Teichner,  CFA  are  the
portfolio  managers for the Small Company Value Fund.   J.  David
Wimberly,  CFA  and  Stephen M. Knightly, CFA are  the  portfolio
managers for the Growth Fund.

     The  Sub-Adviser has discretion, subject to oversight by the
Trustees  and  the  Investment  Manager,  to  purchase  and  sell
portfolio   assets,   consistent  with  each  Fund's   investment
objectives,  policies and restrictions.  Generally, the  services
which  the Sub-Adviser provides to the Funds are limited to asset
management  and related record keeping 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.

                         10
<PAGE>

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, each Fund has agreed to pay the Investment Manager  an
investment  management  fee,  which  is  computed  daily   as   a
percentage of the average of the value of the net assets  of  the
respective 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  each 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 each Fund and does  not
increase the expenses of the Funds.

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  operating expenses for the Small Company  Value  Fund  to
1.55%, subject to later reimbursement by the Small Company  Value
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 contractually  agreed,  for  a
period  of  no  less than eighteen (18) months,  to  limit  total
annual  operating expenses for the Growth Fund to 1.24%,  subject
to   later   reimbursement  by  the  Growth   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 Funds or reimburse expenses to the Funds for
a  variety  of reasons, including attempting to make each  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 Funds is  reflected  in  the
Expense   Information  located  at  the  front  of   the   Funds'
Prospectus.

     In  addition to any other waiver and/or reimbursement agreed
to  by  the  Investment Manager, Frontier from time to  time  may
waive  all  or  a  portion of its fee.  In  such  an  event,  the
Investment Manager will, subject to certain conditions, waive  an
equal amount of the management fee. Shareholders will be notified
of  any  change in the management fees of a Fund on or about  the
time that such fees or expenses become effective.

INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS

     The  Managers Funds LLC serves as investment manager to  the
Funds  under the Investment Management Agreement.  The Investment
Management Agreement permits the Investment Manager to from  time
to  time  engage  one  or  more sub-advisers  to  assist  in  the
performance   of  its  services.   Pursuant  to  the   Investment
Management Agreement, the Investment Manager has entered  into  a
sub-advisory  agreement with Frontier, dated September  19,  2000
(the "Sub-Advisory Agreement"), as amended by a Letter Agreement,
dated January __, 2001.

     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
Funds, 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 Funds.  The Investment  Management
Agreement  and the Sub-Advisory Agreement terminate automatically
in  the  event of assignment, as defined under the 1940  Act  and
regulations hereunder.

                         11
<PAGE>
     The   Investment  Management  Agreement  provides  that  the
Investment Manager is specifically responsible for:

     *   developing and furnishing continuously an investment program
          and strategy for the Funds in compliance with each Fund's
          investment objectives 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 Funds;

     *   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 Funds and what portion,
          if any, of the assets of the Funds shall be held in cash or cash
          equivalents; and

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

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

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

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

     Although the Sub-Adviser makes investment decisions for  the
Funds  independent of those for its other clients, it  is  likely
that similar investment decisions will be made from time to time.
When   the  Funds  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 Funds 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 Funds.   However,  the
Trustees believe, over time, that coordination and the ability to
participate in volume transactions should benefit the Funds.

REIMBURSEMENT AGREEMENT

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

                       12
<PAGE>
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  dated  October  19,  1999
between  the  Fund  and  The  Managers Funds  (the  "Distribution
Agreement"), as amended by a Letter Agreement dated  January  __,
2001,   The  Managers  Funds  LLC  serves  as  distributor   (the
"Distributor")  in connection with the offering  of  each  Fund's
shares  on  a  no-load  basis.   The  Distributor  bears  certain
expenses  associated with the distribution and sale of shares  of
the  Funds.  The Distributor acts as agent in arranging  for  the
sale  of  each  Fund's shares without sales commission  or  other
compensation.   Pursuant to the Distribution  Agreement  and  the
Funds' Distribution Plan, the Trust pays the Distributor a fee in
the  amount of 0.25% of the average net assets of each  Fund  for
its services as Distributor.

     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 a Fund, and (ii) in either event by the vote  of  a
majority of the Trustees of the Trust who are not parties to  the
agreement or "interested persons" (as defined in the 1940 Act) of
any  such  party,  cast  in person at a meeting  called  for  the
purpose of voting on such continuance.

CUSTODIAN

     State  Street Bank and Trust Company ("State Street" or  the
"Custodian"),  1776 Heritage Drive, North Quincy,  Massachusetts,
is  the  Custodian for the Funds.  It is responsible for  holding
all  cash  assets  and  all portfolio securities  of  the  Funds,
releasing  and  delivering such securities  as  directed  by  the
Funds,  maintaining  bank accounts in the  names  of  the  Funds,
receiving  for deposit into such accounts payments for shares  of
the  Funds,  collecting income and other payments due  the  Funds
with respect to portfolio securities and paying out monies of the
Funds.   In  addition, when the Funds trade in futures  contracts
and those trades would require the deposit of initial margin with
a  futures commission merchant ("FCM"), the Funds 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  Funds'  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 Funds.

INDEPENDENT PUBLIC ACCOUNTANTS

     PricewaterhouseCoopers  LLP,  160  Federal  Street,  Boston,
Massachusetts 02110, is the independent public accountant for the

                               13
<PAGE>
Funds.   PricewaterhouseCoopers LLP conducts an annual  audit  of
the financial statements of the Funds, assists in the preparation
and/or review of each of the Funds' federal and state income  tax
returns  and consults with the Funds 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  each  Fund's portfolios.  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 Funds, 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 Funds 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  Funds  may
purchase  and  sell  portfolio  securities  through  brokers  who
provide the Funds with research services.

     The  Trustees will periodically review the total  amount  of
commissions  paid  by the Funds 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 Funds of using particular brokers or dealers.  It
is  possible  that  certain  of  the  services  received  by  the
Sub-Adviser   attributable  to  a  particular  transaction   will
primarily benefit one or more other accounts for which investment
discretion is exercised by the Sub-Adviser.

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

           PURCHASE, REDEMPTION AND PRICING OF SHARES

PURCHASING SHARES

     Investors  may  open accounts with the Funds  through  their
financial  planners or investment professionals, or  through  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
Funds  may from time to time make payments to such broker-dealers
or  processing organizations for certain record keeping 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.

                           14
<PAGE>
     Purchase  orders received by the Funds before 4:00 p.m.  New
York  Time,  c/o  Boston  Financial Data Services,  Inc.  at  the
address listed in the Prospectus on any Business Day will receive
the  net  asset  value computed that day.  Orders received  after
4:00  p.m. by certain processing organizations which have entered
into  special arrangements with the Investment Manager will  also
receive  that  day's offering price.  The broker-dealer,  omnibus
processor or investment professional is responsible for  promptly
transmitting  orders  to the Trust.  Orders  transmitted  to  the
Trust at the address indicated in the Prospectus will be promptly
forwarded to the Transfer Agent.

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

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

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

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

REDEEMING SHARES

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

     Redemption orders received after 4:00 p.m.  will be redeemed
at  the net asset value determined at the close of trading on the
next Business Day.  Redemption orders transmitted to the Trust at
the   address  indicated  in  the  Prospectus  will  be  promptly
forwarded  to the Transfer Agent.  If you are trading  through  a
broker-dealer or investment adviser, such investment professional
is  responsible for promptly transmitting orders.   There  is  no
redemption  charge.   Each  Fund reserves  the  right  to  redeem
shareholder accounts (after 60 days notice) when the value of the
Fund's  shares  in  the  account  falls  below  $25,000  due   to
redemptions.   Whether  the Funds will exercise  their  right  to
redeem  shareholder accounts will be determined by the Investment
Manager on a case-by-case basis.

     If  a  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  Funds
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 Funds and  shares  are

                           15
<PAGE>
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 Funds reserve  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 Funds 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 Funds into  shares
of  any  series  of Managers AMG Funds, The Managers  Funds,  The
Managers Trust I or The Managers Trust II without any charge.  An
investor may make such an exchange if following such exchange the
investor  would  continue to meet the Funds'  minimum  investment
amount.  Shareholders should read the Prospectus of the series of
Managers AMG Funds, The Managers Funds, The Managers Trust  I  or
The  Managers  Trust II they are exchanging into.  Investors  may
exchange only into accounts that are registered in the same  name
with the same address and taxpayer identification number.  Shares
are  exchanged on the basis of the relative net asset  value  per
share.  Since exchanges are purchases of a series of Managers AMG
Funds,  The Managers Funds, The Managers Trust I or The  Managers
Trust  II  and  redemptions of the Funds, the usual purchase  and
redemption  procedures and requirements apply to  each  exchange.
Shareholders are subject to federal income tax and may  recognize
capital  gains or losses on the exchange for federal  income  tax
purposes.  Settlement on the shares of any series of Managers AMG
Funds,  The Managers Funds, The Managers Trust I or The  Managers
Trust  II  will  occur when the proceeds from  redemption  become
available.  The Trust reserves the right to discontinue, alter or
limit the exchange privilege at any time.

NET ASSET VALUE

     The Funds compute their 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  Funds 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 Funds is equal to the value  of
the  Funds  (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  Funds  declare and pay 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.

                                  16
<PAGE>
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  Funds  are  authorized  to  engage  in  the
activities  listed  above,  and  in  other  activities  primarily
intended  to  result  in the sale of shares, either  directly  or
through  other  persons  with which the Trust  has  entered  into
agreements  pursuant  to  the  Distribution  Plan.    Under   the
Distribution Plan, the Board of Trustees has authorized  payments
to  the Managers Funds LLC which may not exceed on a daily  basis
0.25% of the average annual net assets of each Fund.

                       CERTAIN TAX MATTERS

FEDERAL INCOME TAXATION OF FUNDS-IN GENERAL

     Each  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 the Funds cannot give complete  assurance
that  they  will qualify to do so.  Accordingly, the Funds  must,
among  other things, (a) derive at least 90% of 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  their  business  of
investing  in  such  stock, securities or  currencies  (the  "90%
test"); and (b) satisfy certain diversification requirements on a
quarterly basis.

     If  either  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  that
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
that 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  Funds 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 each 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
their  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 Funds that is subject to corporate
tax will be considered to have been distributed by year end.  The
Funds  intend to make sufficient distributions to avoid  this  4%
excise tax.

TAXATION OF THE FUNDS' INVESTMENTS

     Original  Issue  Discount;  Market  Discount.   For  federal
income  tax purposes, debt securities purchased by the Funds  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 Funds, 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

                           17
<PAGE>
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 Funds 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  Funds purchase 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
Funds elect 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 Funds 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 Funds
make  the election to include market discount currently.  Because
the Funds must include original issue discount in income, it will
be  more  difficult  for  the  Funds to  make  the  distributions
required  for  the Funds to maintain its status  as  a  regulated
investment company under Subchapter M of the Code or to avoid the
4% excise tax described above.

     Options  and  Futures Transactions.  Certain of  the  Funds'
investments  may be subject to provisions of the  Code  that  (i)
require  inclusion of unrealized gains or losses  in  the  Funds'
income  for  purposes of the 90% test, and require  inclusion  of
unrealized gains in the Funds' 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.  Each 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 regulated investment companies.

FEDERAL INCOME TAXATION OF SHAREHOLDERS

     General.   Dividends paid by the Funds may be  eligible  for
the  70%  dividends-received  deduction  for  corporations.   The
percentage  of  the  Funds'  dividends  eligible  for  such   tax
treatment may be less than 100% to the extent that less than 100%
of  the  Funds' 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 Funds pay  the  dividend  during
January of the following calendar year.

     Distributions  by  a Fund can result in a reduction  in  the
fair  market  value of such 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.

                                18
<PAGE>
     In  the  case  of a foreign shareholder who is a nonresident
alien individual or foreign entity, the Funds 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  Funds'  shares  unless  IRS  Form  W-8  is
provided.  Transfers by gift of shares of the Funds 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
Funds  held  by  such shareholder at his or  her  death  will  be
includible in his or her gross estate for U.S. federal estate tax
purposes.

STATE AND LOCAL TAXES

     The Funds may also be subject to state and/or local taxes in
jurisdictions in which the Funds are deemed to be doing business.
In addition, the treatment of the Funds and their 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 Funds.

OTHER TAXATION

     The  Funds  are  series of a Massachusetts  business  trust.
Under current law, neither the Trust nor the Funds are liable for
any income or franchise tax in The Commonwealth of Massachusetts,
provided   that  the  Funds  continue  to  qualify  as  regulated
investment companies 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 Funds may quote performance in terms
of   yield,   actual  distributions,  total  return  or   capital
appreciation  in  reports, sales literature,  and  advertisements
published  by  the  Funds.  Since the Small  Company  Value  Fund
commenced  operations on January           , 2001,  there  is  no
current performance information for the Small Company Value Fund.

     For  periods  prior  to  the  Growth  Fund's  inception   on
September  19, 2000, the Growth Fund's performance  reflects  the
performance  of  the Growth Fund's predecessor,  Frontier  Growth
Fund,  L.P.  which  began  operations  on  March  7,  1988.   The
predecessor  fund  was  not registered  as  a  mutual  fund  and,
therefore,  was  not  subject to certain investment  restrictions
that  are imposed upon mutual funds. If the predecessor fund  had
been   registered  as  a  mutual  fund,  the  predecessor  fund's
performance may have been adversely affected. The performance  of
the predecessor fund was calculated according to the standardized
SEC  method  except that quarterly rather than daily fund  values
were  used.  Past performance (including the performance  of  the
Fund's predecessor) does not guarantee future results.

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

                            19
<PAGE>
     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 Funds are reinvested
at  the price stated in the Prospectus on the reinvestment  dates
during the period

PERFORMANCE COMPARISONS

     The  Funds  may compare their 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 Funds' performance may also
be  compared to the performance of various unmanaged indices such
as  the  Russell  2000 Value Index, Russell 3000 Index,  Wilshire
5000 Equity Index, Russell 3000 Growth Index, Russell 1000 Growth
Index,  Standard  & Poor's 500 Composite Stock Price  Index,  the
Standard  &  Poor's 400 Composite Stock Price Index  or  the  Dow
Jones Industrial Average.

MASSACHUSETTS BUSINESS TRUST

     The Funds are 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  Funds  and that  every  written  agreement,
obligation, instrument or undertaking made on behalf of the Funds
shall contain a provision to the effect that the shareholders are
not personally liable hereunder.

     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 Funds.  However, upon
payment  of  such liability, the shareholder will be entitled  to
reimbursement from the general assets of the Funds.  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 Funds.

     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  Funds 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 Funds, 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 Funds for any satisfaction  of
claims arising in connection with the affairs of the Funds.  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 Funds.

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

DESCRIPTION OF SHARES

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

                           20
<PAGE>

     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 Funds or assets of
another  series, if applicable.  Each share of a Fund  represents
an equal proportional interest in the Fund with each other share.
Upon  liquidation of a 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 Funds 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 Funds 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 Funds having a net
asset  value  of at least $25,000 or at least 1% of  the  Trust's
outstanding  shares,  whichever  is  less,  shall  apply  to  the
Trustees  in writing, stating that they wish to communicate  with
other shareholders with a view to obtaining signatures to request
a  meeting for the purpose of voting upon the question of removal
of any of the Trustees and accompanies by a form of communication
and  request  which  they wish to transmit,  the  Trustees  shall
within  five  business  days after receipt  of  such  application
either:  (1)  afford to such applicants access to a list  of  the
names  and addresses of all shareholders as recorded on the books
of the Trust; or (2) inform such applicants as to the approximate
number  of  shareholders of record, and the approximate  cost  of
mailing  to them the proposed shareholder communication and  form
of  request.   If  the Trustees elect to follow the  latter,  the
Trustees, upon the written request of such applicants accompanied
by  a  tender  of  the material to be mailed and  the  reasonable
expenses of mailing, shall, with reasonable promptness, mail such
material  to  all  shareholders of record at their  addresses  as
recorded  on  the books, unless within five business  days  after
such  tender the Trustees shall mail to such applicants and  file
with  the SEC, together with a copy of the material to be mailed,
a written statement signed by at least a majority of the Trustees
to the effect that in their opinion either such material contains
untrue  statements of fact or omits to state facts  necessary  to
make the statements contained therein not misleading, or would be
in  violation of applicable law, and specifying the basis of such
opinion.   After  opportunity  for hearing  upon  the  objections
specified  in the written statements filed, the SEC may,  and  if
demanded  by the Trustees or by such applicants shall,  enter  an
order  either  sustaining one or more objections or  refusing  to
sustain  any  of such objections, or if, after the  entry  of  an
order  sustaining  one or more objections, the  SEC  shall  find,
after  notice and opportunity for a hearing, that all  objections
so  sustained  have  been  met,  and  shall  enter  an  order  so
declaring, the Trustees shall mail copies of such material to all
shareholders with reasonable promptness after the entry  of  such
order and the renewal of such tender.

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

                         21
<PAGE>
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  Funds  and, if given or made, such other representations  or
information must not be relied upon as having been authorized  by
the Trust, the Funds 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  Funds  or the Distributor to make such  offer  in  such
jurisdictions.
<PAGE>

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

Item 23.  Exhibits.

Exhibit No.                   Description

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

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

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

  a.4    Amendment No. 3 to Master Trust Agreement establishing
          a new series of shares of beneficial interest of the
          Trust designated as the "Frontier Growth Fund."(vii)

  a.5    Amendment No. 4 to Master Trust Agreement establishing
          a new series of shares of beneficial interest of the
          Trust designated as the "First Quadrant Tax-Managed
          Equity Fund."(vii)

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

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

  d.1    Investment Management Agreement between the Registrant
          and The Managers Funds LLC, dated as of October 19,
          1999.(iii)

  d.2    Form of Letter Agreement to Investment Management
          Agreement between the Registrant and The Managers
          Funds, LLC with respect to the Frontier Growth Fund,
          dated as of September 19, 2000. (vi).

  d.3    Form of Letter Agreement to Investment Management
          Agreement between the Registrant and The Managers Funds
          LLC with respect to the First Quadrant Tax-Managed
          Equity Fund.(vii)

  d.4    Form of Letter Agreement to Investment Management
          Agreement between the Registrant and The Managers Funds
          LLC with respect to the Frontier Small Company Value
          Fund, filed herewith.

  d.5    Sub-Advisory Agreement between The Managers Funds LLC
          and Essex Investment Management Company, LLC with
          respect to the Essex Aggressive Growth Fund, dated as
          of October 19, 1999. (iii)

  d.6    Form of Sub-Advisory Agreement between The Managers
          Funds LLC and Frontier Capital Management Company, LLC
          with respect to the Frontier Growth Fund, dated as of
          September 19, 2000 (iv).

  d.7    Form of Sub-Advisory Agreement between The Managers
          Funds, LLC and First Quadrant, L.P. with respect to the
          First Quadrant Tax-Managed Equity Fund, dated as of
          November 14, 2000.(vii)

  d.8    Form of Letter Agreement to Sub-Advisory Agreement
          between The Managers Funds LLC and Frontier Capital
          Management Company, LLC with respect to the Frontier
          Small Company Value Fund, filed herewith.

  e.1    Distribution Agreement between the Registrant and The
          Managers Funds LLC, dated as of October 19, 1999. (iii)

  e.2    Form of Letter Agreement to the Distribution Agreement
          between the Registrant and The Managers Funds LLC with
          respect to the Frontier Growth Fund. (vi)

  e.3    Form of Letter Agreement to the Distribution Agreement
          between the Registrant and The Managers Funds LLC with
          respect to the Frontier Small Company Value Fund, filed
          herewith.

  f.     Not applicable.

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

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

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

  i.2    Opinion and Consent of Goodwin, Procter & Hoar LLP with
          respect to the Frontier Growth Fund. (vi)

  i.3    Opinion and Consent of Goodwin, Procter & Hoar LLP with
          respect to the First Quadrant Tax-Managed Equity
          Fund.(vii)

  i.3    Opinion and Consent of Goodwin, Procter & Hoar LLP with
          respect to the Frontier Small Company Value Fund, to be
          filed by Post-Effective Amendment.

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

  k.     Not Applicable.

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

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

  n.     Not applicable.

  o.     Not applicable.

  p.1    Code of Ethics of the Trust.(vi)

  p.2    Code of Ethics of The Managers Funds LLC.(vi)

  p.3    Code of Ethics of Essex Investment Management Company,
          LLC. (vii)

  p.4    Code of Ethics of Frontier Capital Management Company,
          LLC.(vi)

  p.5    Code of Ethics of First Quadrant, L.P.(vii)



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

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

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

  (iv) Filed as an exhibit to Post-Effective Amendment No. 1 to the
          Registrant's Registration Statement on Form N-1A, Registration
          No. 333-84639 (filed June 19, 2000), under the same exhibit
          number.

  (v)  Filed as an exhibit to Post-Effective Amendment No. 2 to the
          Registrant's Registration Statement on Form N-1A, Registration
          No. 333-84639 (filed August 1, 2000), under the same exhibit
          number.

  (vi) Filed as an exhibit to Post-Effective Amendment No. 4 to the
          Registrant's Registration Statement on Form N-1A, Registration
          No. 333-84639 (filed September 15, 2000), under the same exhibit
          number.

  (vii)     Filed as an exhibit to Post-Effective Amendment No. 5
          to the Registrant's Registration Statement on Form N-1A,
          Registration No. 333-84639 (filed November 14, 2000), under the
          same exhibit number.

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

          None.

Item 25.  Indemnification.

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

Item 26.  Business and Other Connections of Investment Adviser.

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

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

          Frontier Capital Management Company, LLC. ("Frontier")
     serves as sub-adviser to the Frontier Growth Fund.  AMG owns
     a majority interest in Frontier.  Frontier is the successor
     firm to Frontier Capital Management Company, Inc., which was
     formed in 1980. The business and other connections of the
     officers and directors of Frontier are listed in Schedules A
     and D of its ADV Form as currently on file with the
     Commission, the text of which Schedules are hereby
     incorporated herein by reference.  The file number of said
     ADV Form is 801-15724.

          First Quadrant, L.P. ("First Quadrant") serves as sub-
     adviser to the First Quadrant Tax-Managed Equity Fund.  AMG
     owns a majority interest in First Quadrant.  First Quadrant
     is the successor firm to First Quadrant Corporation, which
     was formed in 1988. a registered investment adviser,  The
     business and other connections of the officers and directors
     of First Quadrant are listed in Schedules A and D of its ADV
     Form as currently on file with the Commission, the text of
     which Schedules are hereby incorporated herein by reference.
     The file number of said ADV Form is 801-51748.

Item 27.  Principal Underwriters.

  (a)    The Managers Funds LLC acts as principal underwriter
          for the Registrant.  The Managers Funds LLC also acts
          as principal underwriter for The Managers Funds, The
          Managers Trust I and The Managers Trust II.

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

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

  (c)    Not applicable.

Item 28.  Location of Accounts and Records.

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

Item 29.  Management Services.

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

Item 30.  Undertakings.

          Not applicable.
<PAGE>

Exhibit d.4
-----------

                        LETTER AGREEMENT

                Frontier Small Company Value Fund

                 Investment Management Agreement

January __, 2001

The Managers Funds LLC
40 Richards Avenue
Norwalk, Connecticut 06854
Attn:  Peter Lebovitz

Re:  Investment Management Agreement between The Managers Funds LLC
     and Managers AMG Funds, dated as of October 19, 1999

Ladies and Gentlemen:

Pursuant to Paragraph 1(b) of the Investment Management Agreement
between The Managers Funds LLC and Managers AMG Funds (the
"Trust"), dated October 19, 1999, the Trust hereby advises you
that it is creating a new series to be named Frontier Small
Company Value Fund (the "New Fund"), and that the Trust desires
The Managers Funds LLC to provide management and investment
advisory services with respect to the New Fund pursuant to the
terms and conditions of the Investment Management Agreement.  The
investment advisory fees to be payable with respect to the New
Fund are reflected on the attached Schedule A.

Please acknowledge your agreement to provide such management and
investment advisory services to the New Fund by executing this
letter agreement in the space provided below and then returning
it to the undersigned.

Sincerely,

Managers AMG Funds

By:  _______________________________
   Name:
   Title:

ACKNOWLEDGED AND ACCEPTED

The Managers Funds LLC

By:  _______________________________
   Name:
   Title:
   Date:
<PAGE>

                           SCHEDULE A


FRONTIER SMALL COMPANY VALUE FUND

Advisory Fees pursuant to Section 2(a)

     The Trust shall pay to the Adviser an annual gross
investment advisory fee equal to 1.10% of the average daily net
assets of the Frontier Small Company Value Fund; provided,
however, that the Adviser agrees, for a period of not less than
eighteen (18) months, to waive its advisory fee and pay or
reimburse the Trust for expenses of the Fund to the extent total
expenses of the Fund would otherwise exceed 1.55% of the Fund's
average daily net assets.  Such fee shall be accrued daily and
paid as soon as practical after the last day of each calendar
month.

     In addition to the foregoing waiver, payment or
reimbursement (if any), the Adviser may from time to time
voluntarily waive all or a portion of the advisory fee payable
with respect to the Frontier Small Company Value Fund and/or pay
or reimburse the Trust for expenses of the Fund.  In addition to
any amounts otherwise payable to the Adviser as an advisory fee
for current services under the Investment Management Agreement,
the Trust shall be obligated to pay the Adviser all amounts
previously waived, paid or reimbursed by the Adviser with respect
to the Frontier Small Company Value Fund, provided that the
amount of such additional payment in any year, together with all
other expenses of the Frontier Small Company Value Fund, in the
aggregate, would not cause the Frontier Small Company Value
Fund's expense ratio in such year to exceed 1.55% of the average
daily net assets of the Frontier Small Company Value Fund;and
provided, further that no additional payments shall be made with
respect to amounts waived, paid or reimbursed more than three (3)
years prior to the date the Fund accrues a liability with respect
to such additional payment.

Administration Fees Pursuant to Section 2(b)

     None.

<PAGE>

Exhibit d.8
------------
                        LETTER AGREEMENT

                Frontier Small Company Value Fund

                     Sub-Advisory Agreement

January           , 2001

Frontier Capital Management Company, LLC
99 Summer Street
Boston, Massachusetts 02110
Attn: ______

Re:  Sub-Advisory Agreement between The Managers Funds LLC
     and Frontier Capital Management Company, LLC, dated as of
     September 19, 2000

Ladies and Gentlemen:

Pursuant to Paragraph 1(b) of the Sub-Advisory Agreement between
The Managers Funds LLC  (the "Adviser") and Frontier Capital
Management Company, LLC (the "Sub-Adviser"), dated September 19,
2000, the Adviser hereby advises you that Managers AMG Funds, a
Massachusetts business trust, (the "Trust") is creating a new
series to be named Frontier Small Company Value Fund (the "New
Fund"), and that the Adviser desires to retain the Sub-Adviser to
render investment advisory services with respect to the New Fund
pursuant to the terms and conditions of the Sub-Advisory
Agreement.  The advisory fees to be payable with respect to the
New Fund are reflected on the attached Schedule A.

Please acknowledge your agreement to render such advisory
services to the New Fund by executing this letter agreement in
the space provided below and then returning it to the
undersigned.

Sincerely,

The Managers Funds LLC

By:  _______________________________
   Name:
   Title:

ACKNOWLEDGED AND ACCEPTED

Frontier Capital Management Company, LLC

By:  _______________________________
   Name:
   Title:
   Date:

<PAGE>
                           SCHEDULE A


FRONTIER SMALL COMPANY VALUE FUND

Advisory Fees pursuant to Section 3

     The Adviser shall pay to the Sub-Adviser an annual gross
investment sub-advisory fee equal to 1.10% of the average daily
net assets of the Frontier Small Company Value Fund.  Such fee
shall be accrued daily and paid as soon as practical after the
last day of each calendar month.

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

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

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

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

<PAGE>

Exhibit e.3
------------


                        LETTER AGREEMENT

                Frontier Small Company Value Fund

                     Distribution Agreement

January __, 2001

The Managers Funds LLC
40 Richards Avenue
Norwalk, Connecticut 06854
Attn:  Peter Lebovitz

Re:  Distribution Agreement between The Managers Funds LLC
     and Managers AMG Funds, dated as of October 19, 1999

Ladies and Gentlemen:

Managers AMG Funds (the "Trust") hereby advises you that it is
creating a new series to be named Frontier Small Company Value
Fund (the "New Fund"), and that the Trust desires The Managers
Funds LLC ("Managers") to provide distribution services with
respect to the New Fund pursuant to the terms and conditions of
the Distribution Agreement between the Trust and Managers dated
October 19, 1999.  The Trust agrees to pay Managers 0.25% of the
average daily value of net assets represented by shares of the
New Fund as payment for the services to be performed by Managers
pursuant to the Distribution Agreement with respect to the New
Fund.

Please acknowledge your agreement to provide the services
contemplated by the Distribution Agreement with respect to the
New Fund by executing this letter agreement in the space provided
below and then returning it to the undersigned.

Sincerely,

Managers AMG Funds

By:  _______________________________
   Name:
   Title:

ACKNOWLEDGED AND ACCEPTED

The Managers Funds LLC

By:  _______________________________
   Name:
   Title:
   Date:
<PAGE>

Exhibit i.3
-----------


<PAGE>


                           SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth
of Massachusetts, on the 16h day of November, 2000.

                              MANAGERS AMG FUNDS


                              BY:/s/John Kingston, III
	 		   ---------------------
                                 John Kingston, III
                                 Secretary

     Signature                    Title                 Date

/s/Jack W. Aber
Jack W. Aber*                    Trustee             November 16, 2000

/s/William E. Chapman II
William E. Chapman, II*          Trustee             November 16, 2000

/s/Sean M. Healey
Sean M. Healey*                  Trustee             November 16, 2000

/s/Edward J. Kaier
Edward J. Kaier*                 Trustee             November 16, 2000

/s/Eric Rakowski
Eric Rakowski*                   Trustee             November 16, 2000

/s/Peter M. Lebovitz
Peter M. Lebovitz*        President and Principal     November 16, 2000
                            Executive Officer
/s/Donald S. Rumery
Donald S. Rumery*         Treasurer, Principal       November 16, 2000
                          Financial Officer and      2000
                      Principal Accounting Officer

/s/John Kingston, III
---------------------
*By John Kingston, III pursuant to Power of Attorney filed herewith
 [an error occurred while processing this directive]

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