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
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(Exact Name of Registrant as Specified in Charter)
40 Richards Avenue, Norwalk, Connecticut 06854
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(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
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(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.
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<TABLE>
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TABLE OF CONTENTS
Page
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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>
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<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.
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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
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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.
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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>
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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>
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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:
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<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.
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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
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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]
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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.
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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.
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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:
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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]
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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.
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HOW TO PURCHASE SHARES
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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.
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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
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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
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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
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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.
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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
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<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>
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<CAPTION>
TABLE OF CONTENTS
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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.
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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.
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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.
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(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
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<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
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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:
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(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.
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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
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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.
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(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;
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(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
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(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
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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.
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(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.
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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.
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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:
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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.
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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:
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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
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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
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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
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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
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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
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(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.
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<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.
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<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.
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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.
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<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:
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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>
