MANAGERS AMG FUNDS
485APOS, 2000-08-28
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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. ____           o
                  Post-Effective Amendment No. 2            x
                              and/or

                 REGISTRATION STATEMENT UNDER THE
                  INVESTMENT COMPANY ACT OF 1940            x

                            Amendment No. 4                 x

                 (Check appropriate box or boxes)

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

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

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

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

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

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

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

x   75 days after filing pursuant to       o    On (date)pursuant to
    paragraph (a)(2) of Rule 485                paragraph (a)(2) of
                                                Rule 485
If appropriate, check the following box:

o    This post-effective amendment designates a new effective date
     for a previously filed post-effective amendment.
<PAGE>





                       MANAGERS AMG FUNDS

        FIRST QUADRANT TAX-MANAGED TOTAL MARKET PLUS FUND

                     _____________________

                           PROSPECTUS

                     DATED __________, 2000



    The  Securities and Exchange Commission has not  approved  or
disapproved these securities or determined if this Prospectus  is
truthful  or complete.  Any representation to the contrary  is  a
criminal offense.
                                     1
<PAGE>

<TABLE>
<CAPTION>
                      TABLE OF CONTENTS
                                                             Page
<S>                                                          <C>
KEY INFORMATION ABOUT THE FIRST QUADRANT TAX-MANAGED TOTAL MARKET
PLUS FUND                                                       3
    Summary of the Goals, Principal Strategies and Principal Risk
        Factors of the Fund                                     3

FEES AND EXPENSES OF THE FUND                                   5
    Fees and Expenses                                           5

FIRST QUADRANT TAX-MANAGED TOTAL MARKET PLUS FUND               6
    Objective                                                   6
    Principal Investment Strategies                             6
    Should You Invest in this Fund?                             6

MANAGERS AMG FUNDS                                              7

YOUR ACCOUNT                                                    8
    Minimum Investments in the Fund                             8

HOW TO PURCHASE SHARES                                          9

DISTRIBUTION PLANS                                              9

HOW TO SELL SHARES                                             10

INVESTOR SERVICES                                              10

THE FUND AND ITS POLICIES                                      11

ACCOUNT STATEMENTS                                             11

DIVIDENDS AND DISTRIBUTIONS                                    11

TAX INFORMATION                                                12
</TABLE>
                                     2
<PAGE>

KEY INFORMATION ABOUT THE FIRST QUADRANT TAX-MANAGED TOTAL MARKET
                            PLUS FUND

    This  Prospectus  contains important information  for  anyone
interested  in investing in the FIRST QUADRANT TAX-MANAGED TOTAL MARKET PLUS
FUND (the "Fund"), a series of MANAGERS AMG FUNDS.
Please read this document carefully before you invest and keep it
for future reference.  You should base your purchase of shares of
the  Fund on your own goals, risk preferences and investment time
horizons.

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

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

<TABLE>
<CAPTION>

 GOALS                PRINCIPAL STRATEGIES     PRINCIPAL RISK
                                                   FACTORS
<S>                   <C>                        <C>
The Fund seeks to     Invests in the common      Market Risk
achieve superior long-stocks of between 200 and  Management Risk
term, after-tax       400 U.S. companies that    Tax-Management
returns               are representative of the  Risk
                      U.S. equity markets,
                      as reflected by the
                      Russell 3000 Index

                     Applies a variety of tax-
                     sensitive investment
                     techniques designed to
                     minimize taxable income
                     and realized capital
                     gains for shareholders

                     Uses quantitative
                     analytical models
                     designed to enhance long-
                     term returns through the
                     stock selection process
</TABLE>

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

MARKET RISK

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

MANAGEMENT RISK

     The  Fund  is subject to management risk because  it  is  an
actively  managed investment portfolio. Management  risk  is  the
chance  that  poor  security selection will  cause  the  Fund  to
underperform other funds with similar objectives. First  Quadrant
will  apply its investment techniques and risk analyses in making
investment decisions for the Fund, but there can be no  guarantee
that these will produce the desired result.
                                      3
<PAGE>

TAX-MANAGEMENT RISK

     First Quadrant applies a variety of tax-management
investment strategies designed to minimize taxable income and
capital gains for shareholders.  Notwithstanding the use of these
strategies, the Fund may have taxable income and may realize
taxable capital gains from time to time.  The ability of the Fund
to avoid realizing taxable gains may be affected by the timing of
cash flows into and out of the Fund attributable to the payment
of expenses and daily net sales and redemptions.  In addition,
Investors purchasing shares when the Fund has large accumulated
capital gains could receive a significant part of the purchase
price of their shares back as a taxable capital gain
distribution.  Over time, securities with unrealized gains may
comprise a substantial  portion of the Fund's assets.
                                 4
<PAGE>

                 FEES AND EXPENSES OF THE FUND

    THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND
HOLD SHARES OF THE FUND.  SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)

<TABLE>
<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>

FEES AND EXPENSES

     Annual  Fund Operating Expenses (expenses that are  deducted
from Fund assets)
<TABLE>
<S>                                                   <C>
Management Fee
Distribution (12b-1) Fees1
Other Expenses2
Total Annual Fund Operating Expenses
Fee Waiver and Reimbursement3                         _____
Net Annual Fund Operating Expenses                    _____

<FN>
     1  Although  the  Fund is subject to a Rule  12b-1  Plan  of
Distribution that permits payments of up to 0.25% of  the  Fund's
average daily net assets, no payments have been authorized  under
the  plan  to date and no payments are expected to be  authorized
during the first year of operation.

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

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

EXAMPLE

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

<TABLE>
        <S>         <C>
        1 YEAR      3 YEARS
         $___         $___
</TABLE>

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

     The  Example  should not be considered a  representation  of
past  or  future expenses, as actual expenses may be  greater  or
lower than those shown.
                               5
<PAGE>

       FIRST QUADRANT TAX-MANAGED TOTAL MARKET PLUS FUND

OBJECTIVE

     The Fund seeks to achieve superior long-term, after-tax
returns for investors through investments in a diversified
portfolio of U.S. equity securities.

PRINCIPAL INVESTMENT STRATEGIES

     First Quadrant will pursue the Fund's objective by
constructing a portfolio of between 200 and 400 stocks that
reflects the characteristics of the Russell 3000 Index (the
"Benchmark") in terms of industry, earnings growth, valuation and
similar measurements.  The Russell 3000 Index is comprised of
stocks from the 3000 largest U.S. companies based on total market
capitalization, which represents approximately 98% of the
investable U.S. equity market.

     First Quadrant will manage the Fund's portfolio to produce a
pre-tax return that approximates the performance of the Benchmark
and an after-tax return that is as close as possible to the
Fund's pre-tax return.  First Quadrant will apply a variety of
tax-sensitive investment techniques designed to minimize taxable
income and gains for shareholders, including the following:

     *    Investing in stocks that pay below-average dividends;
     *    Employing a buy-and-hold strategy that will avoid
          realizing short-term gains and defer as long as
          possible the realization of long-term gains; and
     *    Harvesting losses on specific securities or specific
          tax lots of securities to offset realized gains.

     Consistent with achieving tax-efficient returns for
shareholders, First Quadrant will employ a quantitative
analytical model to construct the Fund's portfolio and manage the
Fund's on-going cash flow needs in a manner that reduces general
equity market risks.  As part of this strategy, First Quadrant
will perform a top-down analysis of macro-economic conditions to
identify those industries and sectors of the U.S. economy that
are likely to benefit from present and future economic conditions
and, consistent with maintaining tax efficiency for investors,
modify the industry weightings in the Fund's portfolio relative
to the Benchmark.  In general, these weightings will not differ
from the industry weightings of the Benchmark by more than 5%.
In addition, consistent with minimizing taxable gains and
enhancing returns, First Quadrant may underweight and overweight
the Fund's exposure (relative to the Benchmark) to specific
securities within an industry.  These investment decisions will
be based upon an analysis by First Quadrant of a variety of
security-specific valuation metrics.

     The Fund can be expected to distribute to shareholders a
smaller percentage of its returns each year than other equity
mutual funds that are managed without regard to tax
considerations.  There can be no assurance, however, that taxable
distributions can always be avoided.

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  seeking  an equity portfolio which  minimizes  the
          impact of taxes

     *    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
                                      6
<PAGE>

     This Fund MAY NOT be suitable if you:

     *    Are seeking stability of principal

     *    Are not required to pay taxes

     *    Are investing with a shorter time horizon in mind

     *    Are uncomfortable with stock market risk

     *    Are seeking current income

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

                       MANAGERS AMG FUNDS

    Managers  AMG Funds is a no-load mutual fund family comprised
of  different  funds, each having distinct investment  management
objectives, strategies, risks and policies.  First Quadrant  Tax-
Managed  Total Market Plus Fund is one of [three] funds available
in the fund family.

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

    First Quadrant has day-to-day responsibility for managing the
Fund's  portfolio.  First Quadrant is located at 800 E.  Colorado
Boulevard,  Suite  900, Pasadena, California, 91101.   Affiliated
Managers Group, Inc. indirectly owns a majority interest in First
Quadrant.   As  of            , 2000, First Quadrant  had  assets
under  management  of  $       billion.   Robert  D.  Arnott  and
Christopher G. Luck are the lead portfolio managers for the Fund.
Mr.  Arnott is the Managing Partner of First Quadrant, a position
he  has  held  since  March 1996, and previously  was  the  Chief
Executive Officer of its predecessor, First Quadrant Corporation,
since                 .   Mr. Luck is a Partner of First Quadrant
and  Director of Global Equity Marketing, positions he  has  held
since March 1996, and previously was the                       of
its    predecessor,    First    Quadrant    Corporation,    since
 .

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

     The  Investment  Manager  has contractually  agreed,  for  a
period  of not less than ________ (__) months, to waive fees  and
pay  or  reimburse the Fund to the extent total expenses  of  the
Fund  exceed _____% of the Fund's average daily net assets.   The
Fund  is  obligated to repay the Investment Manager such  amounts
waived,  paid  or  reimbursed in future years provided  that  the
repayment occurs within 3 years after the waiver or reimbursement
and  that  such repayment would not cause the Fund's expenses  in
any such future year to exceed _____% of the Fund's average daily
net assets.
                                7
<PAGE>
                          YOUR ACCOUNT

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

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

MINIMUM INVESTMENTS IN THE FUND

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

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

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

<TABLE>
<CAPTION>
                          INITIAL INVESTMENT ADDITIONAL INVESTMENT
<S>                             <C>                <C>
Regular accounts                $5,000             $1,000
Traditional IRA                 $5,000             $1,000
Roth IRA                        $5,000             $1,000

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

[text box]
----------------------------------------------------------------
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.
                                    8
<PAGE>


</TABLE>
<TABLE>
<CAPTION>
                     HOW TO PURCHASE SHARES

<S>                  <C>                   <C>
                     INITIAL PURCHASE      ADDITIONAL PURCHASES


THROUGH YOUR         Contact your          Send  any  additional
INVESTMENT ADVISOR   investment advisor    monies    to    your
                     or  other investment  investment
                     professional.         professional  at  the
                                           address appearing  on
                                           your account statement.




INVESTMENT           Call  (800) 358-7668  Call  (800)  358-7668
ADVISORS, BANK       for further           for further
TRUST AND 401(K)     instructions.         instructions.
AGENTS ONLY



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

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


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

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

                       DISTRIBUTION PLANS

    The  Fund  has  adopted a distribution plan to  pay  for  the
marketing  of shares of the Fund.  Under the plan, the  Board  of
Trustees may authorize payments at an annual rate of up to  0.25%
of  the  Fund's average daily net assets. The Trustees  have  not
authorized the payment of any fees to date.
                                  9
<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>
                                         Instructions

<S>                             <C>
THROUGH YOUR INVESTMENT         Contact your investment
ADVISOR                         advisor or other investment
                                professional.


INVESTMENT ADVISORS, BANK      Call (800) 358-7668 for
TRSUT AND 401(K)AGENTS ONLY    further instructions.



DIRECT SHAREHOLDERS:            Write a letter of instruction
                                containing:
*BY MAIL
                                  * the name of the Fund
                                  * dollar amount or number of
                                    shares to be sold
                                  * your name
                                  * your account number
                                  * signatures of all owners on
                                account

                                Mail letter to:

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

*BY TELEPHONE                   If you elected telephone
                                redemption privileges on your
                                account application, call us
                                at (800) 252-0682.
</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.
                                   10
<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 Fund has an Exchange Privilege which allows you to
exchange your shares of the Fund for shares of any series of
Managers AMG Funds, The Managers Funds, Managers Trust I and
Managers Trust II.  There is no fee associated with the Exchange
Privilege.  Be sure to read the Prospectus of any series of
Managers AMG Funds, The Managers Funds, Managers Trust I or
Managers Trust II that you wish to exchange into.  You can
request your exchange in writing, by telephone (if elected on the
application) or through your investment advisor, bank or
investment professional.


                   THE FUND AND ITS POLICIES

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

The Fund reserves the right to:

    *   redeem an account if the value of the account falls below
        $5,000 due to redemptions;

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

    *   change our minimum investment amounts;

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

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

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

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


                       ACCOUNT STATEMENTS

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


                  DIVIDENDS AND DISTRIBUTIONS

    Income dividends and net capital gain distributions, if any,
are normally declared and paid annually in December.
                                11
<PAGE>

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


                        TAX INFORMATION

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

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

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

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

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

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

    *   fail to certify that they are exempt from withholding.
                                   12
<PAGE>

                       MANAGERS AMG FUNDS

          FIRST QUADRANT TAX-MANAGED TOTAL MARKET 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
First Quadrant, L.P.
800 E. Colorado Boulevard, Suite 900
Pasadena, CA, 91101

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

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

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

TRUSTEES
Jack W. Aber
William E. Chapman, II
Sean M. Healey
Edward J. Kaier
Eric Rakowski
                                     13
<PAGE>


For More Information

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

               By Telephone:  Call 1-800-835-3879

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

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

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

INVESTMENT COMPANY ACT REGISTRATION NUMBER 811-9521



<PAGE>







                       MANAGERS AMG FUNDS

       FIRST QUADRANT TAX-MANAGED TOTAL MARKET PLUS FUND
                  ____________________________

              STATEMENT OF ADDITIONAL INFORMATION

                     DATED __________, 2000
________________________________________________________________
___________________

    You  can  obtain a free copy of the Prospectus of  the  First
Quadrant  Tax-Managed  Total Market Plus  Fund  (the  "Fund")  by
calling  Managers  AMG Funds at (800) 835-3879.   The  Prospectus
provides the basic information about investing in the Fund.

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

<TABLE>
<CAPTION>
                 TABLE OF CONTENTS
<S>                                                           <C>
Page
GENERAL INFORMATION                                            1
INVESTMENT OBJECTIVES AND POLICIES                             1
    Investment Techniques and Associated Risks                 2
    Diversification Requirements for the Fund                  6
    Fundamental Investment Restrictions                        6
    Temporary Defensive Position                               7
    Portfolio Turnover                                         7
    Trustees' Compensation                                     9
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES            9
    Control Persons                                            9
    Management Ownership                                       9
MANAGEMENT OF THE FUND                                        10
    Investment Manager                                        10
    Compensation of Investment Manager and Sub-Adviser        10
    Fee Waivers and Expense Limitations                       10
    Investment Management and Sub-Advisory Agreements         11
    Custodian                                                 12
    Transfer Agent                                            13
    Independent Public Accountants                            13
BROKERAGE ALLOCATION AND OTHER PRACTICES                      13
PURCHASE, REDEMPTION AND PRICING OF SHARES                    14
    Purchasing Shares                                         14
    Redeeming Shares                                          14
    Exchange of Shares                                        15
    Net Asset Value                                           15
    Dividends and Distributions                               16
    Distribution Plan                                         16
CERTAIN TAX MATTERS                                           16
    Federal Income Taxation of Fund-in General                16
    Taxation of the Fund's Investments                        17
    Federal Income Taxation of Shareholders                   17
    Foreign Shareholders                                      18
    State and Local Taxes                                     18
    Other Taxation                                            18
PERFORMANCE DATA                                              18
    Total Return                                              18
    Performance Comparisons                                   19
    Massachusetts Business Trust                              19
    Description of Shares                                     19
    Additional Information                                    21

<PAGE>
                      GENERAL INFORMATION


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

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

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

               INVESTMENT OBJECTIVES AND POLICIES

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

    The  Fund  seeks  to  achieve  superior  long-term  after-tax
returns  for  investors  through  investments  in  a  diversified
portfolio of U.S. equity securities.

     First   Quadrant  will  pursue  the  Fund's   objective   by
constructing  a  portfolio of between 200  and  400  stocks  that
reflects  the  characteristics of the  Russell  3000  Index  (the
"Benchmark") in terms of industry, earnings growth, valuation and
similar  measurements.  The Russell 3000 Index  is  comprised  of
stocks from the 3000 largest U.S. companies based on total market
capitalization,  which  represents  approximately  98%   of   the
investable U.S. equity market.

     First Quadrant will manage the Fund's portfolio to produce a
pre-tax return that approximates the performance of the Benchmark
and  an  after-tax  return that is as close as  possible  to  the
Fund's  pre-tax return.  First Quadrant will apply a  variety  of
tax-sensitive investment techniques designed to minimize  taxable
income and gains for shareholders, including the following:

     *    Investing in stocks that pay below-average dividends;
     *    Employing  a  buy-and-hold  strategy  that  will   avoid
          realizing  short-term  gains  and  defer  as  long   as
          possible the realization of long-term gains; and
     *    Harvesting  losses  on specific securities  or  specific
          tax lots of securities to offset realized gains.

     Consistent   with   achieving  tax-efficient   returns   for
shareholders,   First   Quadrant  will  employ   a   quantitative
analytical model to construct the Fund's portfolio and manage the
Fund's  on-going cash flow needs in a manner that reduces general
equity  market  risks.  As part of this strategy, First  Quadrant
will perform a top-down analysis of macro-economic conditions  to
identify  those industries and sectors of the U.S.  economy  that
are likely to benefit from present and future economic conditions
and,  consistent with maintaining tax efficiency  for  investors,
modify  the industry weightings in the Fund's portfolio  relative
to  the  Benchmark.  In general, these weightings will not differ
from  the  industry weightings of the Benchmark by more than  5%.
In   addition,  consistent  with  minimizing  taxable  gains  and
enhancing  returns, First Quadrant may underweight and overweight
the  Fund's  exposure  (relative to the  Benchmark)  to  specific
securities  within an industry.  These investment decisions  will
be  based  upon  an analysis by First Quadrant of  a  variety  of
security-specific valuation metrics.

     The  Fund  can  be expected to distribute to shareholders  a
smaller  percentage of its returns each year  than  other  equity
mutual   funds   that   are  managed  without   regard   to   tax
considerations.  There can be no assurance, however, that taxable
distributions can always be avoided.
                              1
<PAGE>

Investment Techniques and Associated Risks

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

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

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

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

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

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

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

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

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

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

    (3) Emerging Market Securities.  The Fund may invest some  of
its  assets  in  the  securities of  emerging  market  countries.
Investments  in  securities in emerging market countries  may  be
considered  to be speculative and may have additional risks  from
those  associated  with  investing  in  the  securities  of  U.S.
issuers.  There may be limited information available to investors
which  is  publicly  available,  and  generally  emerging  market
issuers  are  not  subject  to uniform accounting,  auditing  and
financial standards and requirements like those required by  U.S.
issuers.
                                  2
<PAGE>

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

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

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

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

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

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

    Foreign Currency Considerations.  The Fund may invest some of
its  assets in securities denominated in foreign currencies.  The
Fund will compute and distribute the income earned by the Fund at
the  foreign exchange rate in effect on that date.  If the  value
of  the  foreign currency declines in relation to the U.S. Dollar
between the time that the Fund earns the income and the time that
the  income  is  converted into U.S. Dollars,  the  Fund  may  be
required   to   sell  its  securities  in  order  to   make   its
distributions in U.S. Dollars.  As a result, the liquidity of the
Fund's  securities  may  have an adverse  affect  on  the  Fund's
performance.
                                     3
<PAGE>

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

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

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

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

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

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

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

    (8) Option Contracts.

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

    A  call option is a short-term contract that is generally for
no  more  than nine months.  This contract gives a buyer  of  the
option,  in  return  for a paid premium, the  right  to  buy  the
underlying security or contract at an agreed upon price prior  to
the  expiration  of  the  option.  The  buyer  can  purchase  the
underlying  security or contract regardless of its market
                                    4
<PAGE>

price.  A call option is considered "covered" if the Fund that is
writing the  option  owns  or  has  a right to  immediately
acquire  the underlying security or contract.

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

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

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

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

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

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

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

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

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

    (10)     Securities Lending.  The Fund may lend its portfolio
securities  in order to realize additional income.  This  lending
is  subject  to  the Fund's investment policies and restrictions.
Any loan of portfolio securities must be secured at all times  by
collateral  that  is equal to or greater than the  value  of  the
loan.   If a seller defaults, the Fund may use the
                                5
<PAGE>

collateral  to satisfy the loan.  However, if the buyer defaults,
the buyer  may lose  some  rights  to  the  collateral  securing
the  loans  of portfolio securities.

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

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

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

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

Diversification Requirements for the Fund

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

Fundamental Investment Restrictions

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

    The Fund may not:
                                   6
<PAGE>

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

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

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

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

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

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

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

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

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

    Unless   otherwise  provided,  for  purposes  of   investment
restriction  (8) above, the term "industry" shall be  defined  by
reference to the SEC Industry Codes set forth in the Directory of
Companies Required to File Annual Reports with the Securities and
Exchange Commission.
                                  7
<PAGE>

Temporary Defensive Position

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

Portfolio Turnover

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

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


          BOARD OF TRUSTEES AND OFFICERS OF THE TRUST


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

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

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

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

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

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

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

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

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

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

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

Trustees' Compensation


</TABLE>
<TABLE>
<CAPTION>

     COMPENSATION TABLE:
<S>              <C>          <C>            <C>
                                             Total Compensation
                                                    from the
                 Aggregate    Aggregate           Fund and the
Name of          Compensation Compensation       Fund Complex
Trustee         from the Fund from the Trust(a)Paid to Trustees(b)

Jack W. Aber                                    $4,000 $26,000
William E. Chapman, II                          $4,000 $26,000
Sean M. Healey                 none              none    none
Edward K. Kaier                                 $4,000 $26,000
Eric Rakowski                                   $4,000 $26,000

____________________

(a)  Compensation is estimated for the Fund's fiscal year  ending
     __________, 2001.  The Fund does not provide any pension  or
     retirement benefits for the Trustees.

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


      CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Control Persons

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

     No other person or entity owned shares of the Fund.

Management Ownership

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


                     MANAGEMENT OF THE FUND

Investment Manager and Sub-Adviser

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

     The  Investment Manager and its corporate predecessors  have
had  over  20 years of experience in evaluating sub-advisers  for
individuals and institutional investors.  As part of its services
to  the  Fund under an investment management agreement  with  the
Trust   dated   ________,   2000  (the   "Investment   Management
Agreement"),  the Investment Manager also carries out  the  daily
administration  of  the  Trust  and  Fund.   For  its  investment
management   services,  the
                               10
<PAGE>

Investment   Manager   receives   an investment management fee
from the Fund.  All or a portion of the investment  management
fee paid by the Fund  to  the  Investment Manager is used to pay
the advisory fees of First Quadrant, L.P., the  sub-adviser which
manages the assets of the Fund (the  "Sub- Adviser"  or "First
Quadrant").  The Investment Manager  receives no  additional
compensation from the Fund for its administration services.
First Quadrant was selected by the Investment Manager, subject
to  the  review  and approval of  the  Trustees.   First Quadrant
is  the  successor firm to First Quadrant  Corporation,
which  was formed in.  AMG indirectly owns a  majority
interest  in  First Quadrant.  As  of             ,  2000,  First
Quadrant's  assets  under  management  totaled  approximately   $
billion.   First Quadrant's address is 800 E. Colorado Boulevard,
Suite  900,  Pasadena, California, 91101.  Robert D.  Arnott  and
Christopher G. Luck are the lead portfolio managers for the Fund.

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

Compensation of Investment Manager and Sub-Adviser by the Fund

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

Fee Waivers and Expense Limitations

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

     The Investment Manager has decided to waive all or a portion
of its fees from the Fund or reimburse expenses to the Fund for a
variety  of  reasons, including attempting  to  make  the  Fund's
performance more competitive as compared to similar  funds.   The
effect  of the expense limitation in effect at the date  of  this
Statement of Additional Information on the management fees  which
are  expected  to  be  payable by the Fund is  reflected  in  the
Expense Information located at the front of the Fund's Prospectus

Investment Management and Sub-Advisory Agreements

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

     The  Investment  Management Agreement and  the  Sub-Advisory
Agreement provide for an initial term of two years and thereafter
shall  continue  in  effect from year to year  so  long  as  such
continuation  is specifically approved at least annually  (i)  by
either the Trustees of the Trust or by vote of a majority of  the
outstanding voting securities (as defined in the 1940 Act) of the
Fund,  and (ii) in either event by the vote of a majority of  the
Trustees  of  the Trust who are not parties to the agreements  or
"interested  persons" (as defined in the 1940 Act)  of  any  such
party,  cast  in  person at a meeting called for the  purpose  of
voting  on such continuance.  The Investment Management Agreement
and   the  Sub-Advisory  Agreement  may  be  terminated,  without
penalty, by the Board of Trustees, by vote of a majority  of  the
                                    11
<PAGE>

outstanding voting securities (as defined in the 1940 Act) by the
Investment Manager or (in the case of the Sub-Advisory Agreement)
by  the  Sub-Adviser on not more than 60 days' written notice  to
the  other  party  and  to the Fund.  The  Investment  Management
Agreement  and the Sub-Advisory Agreement terminate automatically
in  the  event of assignment, as defined under the 1940  Act  and
regulations thereunder.

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

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

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

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

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

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

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

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

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

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

Reimbursement Agreement

     Under  the  Investment Management Agreement, the  Investment
Manager provides a variety of administrative services to the Fund
and,  under  its  distribution  agreement  with  the  Fund,   the
Investment   Manager  provides  a  variety  of  shareholder   and
marketing services to the Fund.  The Investment Manager  receives
no  additional  compensation from the Fund  for  these  services.
Pursuant  to  a  Reimbursement Agreement between  the  Investment
Manager  and  First  Quadrant,
                               12
<PAGE>

First  Quadrant  reimburses   the Investment Manager for the
costs the Investment Manager bears  in providing such services to
the Fund.

Code of Ethics

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

Distribution Arrangements

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

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

Custodian

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

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

Transfer Agent

     Boston Financial Data Services, Inc., P.O. Box 8517, Boston,
Massachusetts  02266-8517, is the transfer agent  (the  "Transfer
Agent") for the Fund.
                                    13
<PAGE>

Independent Public Accountants

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


            BROKERAGE ALLOCATION AND OTHER PRACTICES

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

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

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

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


           PURCHASE, REDEMPTION AND PRICING OF SHARES

Purchasing Shares

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

     Certain  investors may purchase or sell Fund shares  through
broker-dealers or through other processing organizations who  may
impose transaction fees or other charges in connection with  this
service.  Shares purchased in this way may be treated as a single
account for purposes of the minimum initial investment.  The Fund
may  from  time  to time
                                 14
<PAGE>

make payments to such broker-dealers  or processing  organizations
for  certain  recordkeeping  services. Investors  who  do  not
wish  to  receive  the  services  of   a broker-dealer  or
processing organization may consider  investing directly with the
Trust.  Shares held through a broker-dealer  or processing
organization may be transferred into  the  investor's name  by
contacting the broker-dealer or processing organization or  the
Transfer  Agent.  Certain processing  organizations  may receive
compensation from the Trust's Investment Manager  and/or the
Sub-Adviser.

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

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

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

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

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

Redeeming Shares

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

     Redemption orders received after 4:00 p.m.  will be redeemed
at  the net asset value determined at the close of trading on the
next Business Day.  Redemption orders transmitted to the Trust at
the   address  indicated  in  the  Prospectus  will  be  promptly
forwarded  to the Transfer Agent.  If you are trading  through  a
broker-dealer or investment adviser, such investment professional
is  responsible for promptly transmitting orders.   There  is  no
redemption  charge.   The  Fund  reserves  the  right  to  redeem
shareholder accounts (after 60 days notice) when the value of the
Fund  shares in the account falls below $5000 due to redemptions.
Whether  the  Fund will exercise its right to redeem  shareholder
accounts  will  be  determined by the  Investment  Manager  on  a
case-by-case basis.

     If  the Fund determines that it would be detrimental to  the
best  interest of the remaining shareholders of the Fund to  make
payment wholly or partly in cash, payment of the redemption price
may  be  made in whole or in part by a distribution  in  kind  of
securities from the Fund, in lieu of cash, in conformity with the
applicable rule of the SEC.  If shares are redeemed in kind,  the
redeeming shareholder might incur transaction costs in converting
the  assets  to cash.  The method of valuing portfolio securities
is described under the "Net Asset Value," and such valuation will
be made as of the same time the redemption price is determined.
                                  15
<PAGE>

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

Exchange of Shares

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

Net Asset Value

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

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

Dividends and Distributions

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

     If  a  shareholder  has elected to receive dividends  and/or
their  distributions  in cash and the postal  or  other  delivery
service  is  unable  to deliver the checks to  the  shareholder's
address  of  record,  the  dividends  and/or  distribution
                                 16
<PAGE>

will automatically  be converted  to having  the  dividends and/or
distributions reinvested in additional shares.  No interest  will
accrue  on amounts represented by uncashed dividend or redemption
checks.

Distribution Plan

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

                      CERTAIN TAX MATTERS

Federal Income Taxation of Fund-in General

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

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

     The Fund will be liable for a nondeductible 4% excise tax on
amounts  not distributed on a timely basis in accordance  with  a
calendar year distribution requirement.  To avoid the tax, during
each calendar year the Fund must distribute an amount equal to at
least  98%  of  the sum of its ordinary income (not  taking  into
account  any capital gains or losses) for the calendar year,  and
its  net  capital gain income for the 12-month period  ending  on
October  31,  in  addition to any undistributed  portion  of  the
respective  balances from the prior year.  For that purpose,  any
income  or gain retained by the Fund that is subject to corporate
tax will be considered to have been distributed by year end.  The
Fund  intends to make sufficient distributions to avoid  this  4%
excise tax.
                                   17
<PAGE>

Taxation of the Fund's Investments

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

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

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

Federal Income Taxation of Shareholders

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

     Distributions by the Fund can result in a reduction  in  the
fair  market  value of the Fund's shares.  Should a  distribution
reduce  the  fair market value below a shareholder's cost  basis,
such  distribution nevertheless may be taxable to the shareholder
as  ordinary  income  or   capital gain,  even  though,  from  an
investment  standpoint, it may constitute  a  partial  return  of
capital.   In particular, investors should be careful to consider
the  tax  implications of buying shares just prior to  a  taxable
distribution.   The  price  of  shares  purchased  at  that  time
includes  the  amount  of  any forthcoming  distribution.   Those
investors  purchasing shares just prior to a taxable distribution
will  then receive a return of investment upon distribution which
will nevertheless be taxable to them.
                              18
<PAGE>

Foreign Shareholders

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

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

State and Local Taxes

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

Other Taxation

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

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


                        PERFORMANCE DATA

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

Total Return

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

                       P (1 + T) N = ERV

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

T = average annual total return
N = number of years
                               19
<PAGE>

ERV  = ending redeemable value of the hypothetical $1,000 payment
made at the beginning of the 1-, 5- or 10-year periods at the end
of the year or period

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

Performance Comparisons

     The  Fund may compare its performance to the performance  of
other  mutual  funds having similar objectives.  This  comparison
must  be  expressed as a ranking prepared by independent services
or  publications that monitor the performance of  various  mutual
funds  such  as  Lipper, Inc. ("Lipper") and  Morningstar,  Inc.,
("Morningstar").  Lipper prepares the "Lipper Composite Index," a
performance  benchmark  based upon  the  average  performance  of
publicly offered stock funds, bond funds, and money market  funds
as  reported  by Lipper.  Morningstar, a widely used  independent
research  firm,  also ranks mutual funds by overall  performance,
investment objectives and assets. The Fund's performance may also
be  compared to the performance of various unmanaged indices such
as  the  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 Fund is a series of a "Massachusetts business trust."  A
copy of the Declaration of Trust for the Trust is on file in  the
office  of  the  Secretary of The Commonwealth of  Massachusetts.
The  Declaration  of  Trust  and the By-Laws  of  the  Trust  are
designed  to  make  the  Trust similar  in  most  respects  to  a
Massachusetts  business corporation.  The  principal  distinction
between  the  two  forms concerns shareholder liability  and  are
described below.

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

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

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

     The  Trust shall continue without limitation of time subject
to   the  provisions  in  the  Declaration  of  Trust  concerning
termination  by action of the shareholders or by  action  of  the
Trustees upon notice to the shareholders.
                                  20
<PAGE>

Description of Shares

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

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

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

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

     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
                                  21
<PAGE>

for shares of any  additional series,  and all assets in which
such consideration is  invested, would  belong  to  that series,
subject only  to  the  rights  of creditors  of  the Trust and
would be subject to the  liabilities related  thereto.
Shareholders of the  additional  series  will approve  the
adoption  of any management contract,  distribution agreement and
any changes in the investment policies of the Fund, to the extent
required by the 1940 Act.

Additional Information

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

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

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


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

<PAGE>



                             PART C
                TO THE REGISTRATION SATEMENT OF
                MANAGERS AMG FUNDS (THE "TRUST")

ITEM 23.  EXHIBITS.

Exhibit No.                   Description

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

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

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

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

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

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

  d.2    Form of Investment Management Agreement between the
          Registrant and The Managers Funds LLC with respect to
          the Frontier Growth Fund. (iv)

  d.3    Form of Investment Management Agreement between the
          Registrant and the Managers Funds LLC with respect to
          the First Quadrant Tax-Managed Total Market Plus Fund,
          filed herewith.

  d.4    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.5    Form of Sub-Advisory Agreement between The Managers
          Funds LLC and Frontier Capital Management Company, LLC
          with respect to the Frontier Growth Fund. (iv)

  d.6    Form of Sub-Advisory Agreement between The Manages
          Funds, LLC and First Quadrant, L.P. with respect to the
          First Quadrant Tax-Managed Total Market Plus Fund,
          filed herewith.

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

  f.     Not applicable.

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

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

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

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

  i.3    Opinion and Consent of Goodwin, Procter & Hoar LLP with
          respect to the First Quadrant Total Market Plus 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, to be filed by Post-
          Effective Amendment.

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

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

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

  p.5    Code of Ethics of First Quadrant, L.P., to be filed by
          Post-Effective Amendment.

  <FN>
  (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.
  </FN>
                                  2
<PAGE>

  (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.

Item 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.

          None.

ITEM 25.  INDEMNIFICATION.

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

ITEM 26.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

          The Managers Funds LLC, a registered investment
     adviser, serves as investment adviser to the Essex
     Aggressive Growth Fund.  The Managers Funds LLC is a
     subsidiary of Affiliated Managers Group, Inc. ("AMG") and
     AMG serves as its Managing Member.  The Managers Funds LLC
     serves exclusively as an investment adviser to investment
     companies registered under the 1940 Act. The business and
     other connections of the officers and directors of The
     Managers Funds LLC, are listed in Schedules A and D of its
                                     3
<PAGE>

     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 _____________.

          First Quadrant, L.P. ("First Quadrant") serves as sub-
     adviser to the First Quadrant Tax-Managed Market Plus Fund.
     AMG owns a majority interest in First Quadrant.  First
     Quadrant is the successor firm to First Quadrant
     Corporation, which was formed in ____. 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 _____________.

ITEM 27.  PRINCIPAL UNDERWRITERS.

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

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

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

  (c)    Not applicable.

ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS.

          The accounts and records of the Registrant are
     maintained at the offices of the Registrant at 40 Richards
     Avenue, Norwalk, Connecticut  06854 and at the offices of
     the Custodian, State Street Bank and Trust Company, 225
     Franklin Street, Boston, Massachusetts  02106 and 1776
     Heritage Drive, North Quincy, Massachusetts  01171 and at
     the offices of the Transfer Agent, Boston
                                   4
<PAGE>

     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>

                           SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in this City of Norwalk and State of
Connecticut on the 28th day of August, 2000.

                                    MANAGERS AMG FUNDS

                                    By:/s/Peter M. Lebovitz
                                    Peter M. Lebovitz
                                    President

</TABLE>
<TABLE>
<S>                        <C>                      <C>
    Signature              Capacity                 Date
    ---------              --------                 ----

/s/ Jack W. Aber*          Trustee                  August 28, 2000
Jack W. Aber


/s/ William E. Chapman,II* Trustee                  August 28, 2000
William E. Chapman, II


/s/ Sean M. Healey*        Trustee                  August 28, 2000
Sean M. Healey


/s/ Edward J. Kaier*       Trustee                  August 28, 2000
Edward J. Kaier


/s/ Eric Rakowski*         Trustee                  August 28, 2000
Eric Rakowski

/s/ Peter M. Lebovitz      President and Principal    August 28, 2000
Peter M. Lebovitz            Executive Offer


/s/Donald S. Rumery Treasurer,Principal Financial Officer August 28, 2000
Donald Rumery         and Principal Accounting Officer
</TABLE>

By: /s/ Peter M. Lebovitz
*Peter Lebovitz, pursuant to power of attorney filed herewith.

<PAGE>
Exhibit d.3



                 INVESTMENT MANAGEMENT AGREEMENT

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

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

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

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

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

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

     1.   APPOINTMENT OF ADVISER.

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

          (b)  Additional Funds. In the event that the Trust
establishes one or more series of shares other than the Initial
Fund with respect to which it desires to retain the Adviser to
render management and investment advisory services hereunder, it
shall so notify the Adviser in writing, indicating the advisory
fee to be payable with respect to the additional series of
shares. If the Adviser is willing to render such services on the
terms provided for
                            1
<PAGE>

herein, it shall so notify the Trust in writing, whereupon such
series of shares shall become a Fund hereunder.

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

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

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

          In connection therewith, the Adviser shall:

               (i)  furnish to the Trust necessary assistance in:

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

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

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

               (iii)     furnish to the Trust all executive and
administrative personnel necessary for managing the affairs of
the Trust, including personnel to perform clerical, bookkeeping,
accounting and other office functions. These services are
exclusive of the necessary records or services, including
shareholder services and fund accounting services, of any
dividend disbursing agent, transfer agent, registrar or
custodian. The Adviser shall compensate all personnel, officers,
and directors of the Trust if such persons are also employees of
the Adviser or its affiliates.
                                2
<PAGE>

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

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

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

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

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

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

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

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

          (7)  taxes and fees payable by the Trust to federal,
state or other governmental agencies;
                                   3
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

          (20) fees and expenses incurred in connection with
registering and qualifying the Trust's shares with federal and
state regulatory authorities, including reasonable fees charged
and expenses incurred by the Adviser, if any, for performing such
services for the Trust; and
                            4
<PAGE>

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

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

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

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

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

     6.   PORTFOLIO TRANSACTIONS.  In connection with the
management of the investment and reinvestment of the assets of
the Trust, the Adviser, acting by its own officers, directors or
employees or by a duly authorized subcontractor, is authorized to
select the brokers or dealers that will execute purchase and sale
transactions for the Trust.  In executing portfolio transactions
and selecting brokers or dealers, if any, the Adviser will use
its best
                               5
<PAGE>

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

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

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

     9.   DURATION AND TERMINATION OF THIS AGREEMENT.
                            6
<PAGE>

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

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

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

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

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

     10.  SERVICES NOT EXCLUSIVE.  The services of the Adviser to
the Trust hereunder are not to be deemed exclusive, and the
Adviser shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.
                             7
<PAGE>

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

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

     14.  MISCELLANEOUS.

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

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

          (c)  Applicable Law. This Agreement shall be construed
in accordance with and governed by the laws of the Commonwealth
of Massachusetts.
                                  8
<PAGE>

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

                              MANAGERS AMG FUNDS


                              By:------------------------------
                                 Name:
                                 Title:



                              THE MANAGERS FUNDS LLC


                              By:------------------------------
                                 Name:
                                 Title:
                                  9
<PAGE>

                           SCHEDULE A

FIRST QUADRANT TAX-MANAGED TOTAL MARKET PLUS FUND
-------------------------------------------------
Advisory Fees pursuant to Section 2(a)
--------------------------------------
     The Trust shall pay to the Adviser an annual gross
investment advisory fee equal to ____% of the average daily net
assets of the First Quadrant Tax-Managed Total Market Plus 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 ____% 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 First Quadrant Tax-Managed Total Market Plus
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 First Quadrant Tax-Managed Total Market Plus Fund,
provided that the amount of such additional payment in any year,
together with all other expenses of the First Quadrant Tax-
Managed Total Market Plus Fund, in the aggregate, would not cause
the First Quadrant Tax-Managed Total Market Plus Fund's expense
ratio in such year to exceed ___% of the average daily net assets
of the First Quadrant Tax-Managed Total Market Plus 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.6



                     SUB-ADVISORY AGREEMENT


     AGREEMENT made as of the ___ day of________,2000 between THE
MANAGERS FUNDS LLC, a limited liability company organized under
the laws of the state of Delaware and having its principal place
of business in Norwalk, Connecticut (the "Adviser") and FIRST
QUADRANT, L.P., a limited partnership organized under the laws of
the state of ________ and having its principal place of business
at 800 E. Colorado Boulevard, Pasadena, CA 91101 (the
"Sub-Adviser").

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

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

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

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

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

     WHEREAS, pursuant to the Investment Management Agreement, as
of even date herewith, between the Trust and the Adviser (the
"Advisory Agreement"), the Adviser is required to perform
investment advisory services for the Funds.

     NOW, THEREFORE, WITNESSETH:  That it is hereby agreed
between the parties hereto as follows:
                                 1
<PAGE>

     1.   APPOINTMENT OF SUB-ADVISER.

               (a)  First Quadrant Tax-Managed Total Market Plus
     Fund.  The Adviser hereby employs the Sub-Adviser to provide
     investment advisory services to the Essex Aggressive Growth
     Fund for the period and on the terms herein set forth.  The
     Sub-Adviser accepts such appointment and agrees to render
     the services herein set forth, for the compensation herein
     provided.

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

     2.   DUTIES OF ADVISER AND SUB-ADVISER.

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

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

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

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

               (d)  The Trust's Notification of Registration on
          Form N-8A under the 1940 Act as filed with the
          Securities and Exchange Commission on August 6, 1999
          and all amendments thereto;

               (e)  The Trust's Registration Statement on Form
          N-1A under the Securities Act of 1933 as amended (the
          "1933 Act") and the 1940 Act (File Nos. 333-84639 and
          811-9521) as filed with the Securities and Exchange
                                      2
<PAGE>

          Commission on August 6, 1999, and all amendments
          thereto (the "Registration Statement");

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

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

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

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

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

               (a)  Investment Program.  The Sub-Adviser is
          hereby authorized and directed and hereby agrees,
          subject to the stated investment objective and policies
          of the Funds as set forth in the Trust's current
          Registration Statement and subject to the supervision
          of the Adviser and the Board of Trustees of the Trust,
          to (i) develop and furnish continuously an investment
          program and strategy for each Fund in compliance with
          that Fund's investment objective and policies as set
          forth in the Trust's current Registration Statement,
          (ii) provide research and analysis relative to the
          investment program and investments of each Fund, (iii)
          determine (subject to the overall supervision of the
          Board of Trustees of the Trust) what investments shall
          be purchased, held, sold or exchanged by each Fund and
          what portion, if any, of the assets of each Fund shall
          be held in cash or cash equivalents, and (iv) make
          changes on behalf of the Trust in the investments of
          each Fund.  In accordance with paragraph 2(ii)(b), the
          Sub-Adviser shall arrange for the placing of all orders
          for the purchase and sale of securities and other
          investments for each Fund's account and will exercise
          full discretion and act for the Trust in the same
          manner and with the same force and effect as the Trust
          might or could do with respect to such purchases, sales
          or other transactions, as well as with respect to all
          other things necessary or incidental to the furtherance
          or conduct of such purchases, sales or transactions.
          The Sub-Adviser will make its officers and employees
          available to meet with
                                    3
<PAGE>

          the Adviser's officers and directors on due notice at
          reasonable times to review the investments and
          investment program of each Fund in the light of current
          and prospective economic and market conditions.

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

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

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

               The Sub-Adviser may buy securities for a Fund at
          the same time it is selling such securities for another
          client account and may sell securities for a Fund at
          the time it is buying such securities for another
          client account.  In such cases, subject to applicable
          legal and regulatory requirements, and in compliance
          with such procedures of the Trust as may be in effect
          from time to
                               4
<PAGE>

          time, the Sub-Adviser may effectuate cross
          transactions between a Fund and such other account if
          it deems this to be advantageous.  The Sub-Adviser also
          may cause a Fund to enter into other types of
          investment transactions (e.g., a long position on a
          particular securities index) at the same time it is
          causing other client accounts to take opposite economic
          positions (e.g., a short position on the same index).

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

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

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

               Notwithstanding the foregoing, the Sub-Adviser
          agrees that the Adviser shall have the right by written
          notice to identify securities that may not be purchased
          on behalf of any Fund and/or brokers and dealers
          through which portfolio transaction on behalf of the
          Funds may not be effected, including, without
          limitation, brokers or dealers affiliated with the
          Adviser.  The Sub-Adviser shall refrain from purchasing
          such securities for the Fund or directing any portfolio
          transaction to any such broker or dealer on behalf of
          the Fund, unless and until the written approval of the
          Adviser to do so is obtained, but the Sub-Adviser shall
          not be liable to the First Quadrant Tax-Managed Total
          Market
                                       5
<PAGE>

          Fund for so acting.  In addition, the Sub-
          Adviser agrees that it shall not direct portfolio
          transactions for the Fund through any broker or dealer
          that is an "affiliated person" of the Sub-Adviser (as
          that term is defined in the Act or interpreted under
          applicable rules and regulations of the Securities and
          Exchange Commission) without the prior written approval
          of the Adviser and in no event shall the Sub-Adviser
          direct portfolio transactions on behalf of the Fund to
          any broker/dealer in recognition of sales of shares of
          any investment company or receipt of research or other
          service without prior written approval of the Adviser.
          The Adviser agrees that it will provide the Sub-Adviser
          with a list of brokers and dealers that are "affiliated
          persons" of the Funds.

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

     3.   SUB-ADVISORY FEE.

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

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

     4.   EXPENSES.

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

     5.   COMPLIANCE WITH APPLICABLE REGULATIONS.

     In performing its duties hereunder, the Sub-Adviser
                                       6
<PAGE>

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

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

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

     6.   LIABILITY OF SUB-ADVISER; INDEMNIFICATION.

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

     Neither the Sub-Adviser nor its Related Persons shall be
liable for any error of judgment or mistake of law, or for any
loss suffered by the Adviser or its Related Persons in connection
with the matters to which this Agreement relates; provided that
this provision shall not be deemed to protect the Sub-Adviser or
its Related Persons against any liability to which it might
otherwise be subject by reason of any Culpable Act by the
Sub-Adviser or its Related Persons.
                                  7
<PAGE>

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

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

     7.   REPRESENTATIONS AND WARRANTIES.

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

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

     8.   DURATION AND TERMINATION OF THIS AGREEMENT.
                                 8
<PAGE>

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

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

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

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

          (e)  Approval, Amendment or Termination by Individual
Fund.  Any approval, amendment or termination of this Agreement
by the holders of a majority of the outstanding voting securities
(as defined in the 1940 Act) of any Fund shall be effective to
continue, amend or terminate this  Agreement with respect to any
such Fund notwithstanding (i) that such action has not been
approved by the holders of a majority of the outstanding voting
securities of any other Fund affected thereby, and (ii) that such
action has not been approved by the vote of a majority of the
outstanding voting securities of the Trust, unless such action
shall be required by any applicable law or otherwise.
                                   9
<PAGE>

     9.   SERVICES NOT EXCLUSIVE.

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

     10.  RESERVATION OF NAME.

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

          (b)  The parties hereby acknowledge that The Managers
Funds LLC has reserved the right to grant the nonexclusive use of
the name "Managers" or any derivative thereof to any other
investment company, investment adviser, distributor or other
business enterprise, and to withdraw from the Trust the use of
the name "Managers." The name "Managers" will continue to be used
by the Trust so long as such use is mutually agreeable to The
Managers Funds LLC and the Trust.   Essex and the Trust
acknowledge that the Trust shall cease using the name "Managers"
as a part of the Trust's name and that Essex, the Trust or any
Fund, or any of their affiliates, shall not promote the Trust or
any Fund or conduct the business of the Trust or any Fund in any
way in such name if this Agreement is terminated for any reason
and the Adviser does not expressly consent in writing to such use
of the name "Managers."  Future names adopted by the Trust for
itself or any Fund, insofar as such names include identifying
words requiring the consent of the Adviser, shall be the property
of the Adviser and shall be subject to the same terms and
conditions.
                                    10
<PAGE>

     11.  MISCELLANEOUS.

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

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

          Sub-Adviser:   First Quadrant, L.P.
                         800 E. Colorado Boulevard
                         Pasadino, CA 91101
                         Facsimile No.: ____________
                         Attention:  _______________

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

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

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

          (e)  Entire Agreement.  This Agreement states the
entire agreement of the parties hereto, and is intended to be the
complete and exclusive statement of the terms hereof.  It may not
be added to or changed orally, and may not be modified or
rescinded except by a writing signed by the parties hereto and in
accordance with the Investment Company Act of 1940, as amended,
when applicable.
                               11
<PAGE>

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


                              THE MANAGERS FUNDS LLC


                              By:------------------------------
                                 Name:
                                 Title:

                              FIRST QUADRANT, L.P.


                              By:-------------------------------
                                 Name:
                                 Title:

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


                              MANAGERS AMG FUNDS


                              By:-------------------------------
                                 Name:
                                 Title:
                                  12
<PAGE>

                           SCHEDULE A

First Quadrant Tax-Managed Total Market Plus Fund
-------------------------------------------------
     The Adviser shall pay to the Sub-Adviser an annual gross
investment sub-advisory fee equal to ___% of the average daily
net assets of the First Quadrant Tax-Managed Total Market Plus
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 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 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>



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