Registration Nos. 333-84639
811-9521
Securities and Exchange Commission
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ____ ___
Post-Effective Amendment No. 6 X
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 8 X
(Check appropriate box or boxes)
MANAGERS AMG FUNDS
---------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
40 Richards Avenue, Norwalk, Connecticut 06854
---------------------------------------------------------------
(Address of Principal Executive Offices)
Philip H. Newman, Esq.
Elizabeth Shea Fries, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109-2881
---------------------------------------------------------------
(Name and Address of Agent for Service)
As soon as practicable after the effective date of this
Registration Statement
---------------------------------------------------------------
(Approximate Date of Proposed Public Offering)
It is proposed that this filing will become effective (check
appropriate box):
__ Immediately upon filing pursuant to __ On (date) pursuant to
paragraph (b) paragraph (b)
__ 60 days after filing pursuant to __ On (date) pursuant to
paragraph (a)(1) paragraph (a)(1)
X 75 days after filing pursuant to __ On (date) pursuant to paragraph
paragraph (a)(2) of Rule 485 (a)(2) of Rule 485
If appropriate, check the following box:
__ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
MANAGERS AMG FUNDS
FRONTIER SMALL COMPANY VALUE FUND
FRONTIER GROWTH FUND
_____________________
PROSPECTUS
DATED JANUARY __, 2001
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Page
KEY INFORMATION 1
SUMMARY OF THE GOALS, PRINCIPAL STRATEGIES AND
PRINCIPAL RISK FACTORS OF THE FUNDS 1
PERFORMANCE SUMMARY 4
SMALL COMPANY VALUE FUND 4
GROWTH FUND 4
FEES AND EXPENSES OF THE FUNDS 6
FEES AND EXPENSES 6
EXAMPLE 6
FRONTIER SMALL COMPANY VALUE FUND 7
OBJECTIVE 7
PRINCIPAL INVESTMENT STRATEGIES 7
SHOULD YOU INVEST IN THIS FUND? 7
FRONTIER GROWTH FUND 8
OBJECTIVE 8
PRINCIPAL INVESTMENT STRATEGIES 8
SHOULD YOU INVEST IN THIS FUND? 8
MANAGERS AMG FUNDS 9
SMALL COMPANY VALUE FUND 9
GROWTH FUND 9
PAST PERFORMANCE OF FRONTIER 10
YOUR ACCOUNT 12
MINIMUM INVESTMENTS IN THE FUNDS 12
HOW TO PURCHASE SHARES 13
DISTRIBUTION PLAN 13
HOW TO SELL SHARES 14
INVESTOR SERVICES 14
THE FUNDS AND THEIR POLICIES 15
ACCOUNT STATEMENTS 15
DIVIDENDS AND DISTRIBUTIONS 16
TAX INFORMATION 16
</TABLE>
<PAGE>
KEY INFORMATION
This Prospectus contains important information for anyone
interested in investing in the FRONTIER SMALL COMPANY VALUE FUND
(the "Small Company Value Fund") and/or the FRONTIER GROWTH FUND
(the "Growth Fund"), each a series of MANAGERS AMG FUNDS. Please
read this document carefully before you invest and keep it for
future reference. You should base your purchase of shares of the
Funds on your own goals, risk preferences and investment time
horizons.
SUMMARY OF THE GOALS, PRINCIPAL STRATEGIES AND PRINCIPAL RISK
FACTORS OF THE FUNDS
The following is a summary of the goals, principal
strategies and principal risk factors of the Funds.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FUND GOALS PRINCIPAL STRATEGIES PRINCIPAL RISK
FACTORS
----- ------ --------------------- ---------------
SMALL Long-term Invests primarily in Market Risk
COMPANY capital equity securities of Management Risk
VALUE FUND appreciation small capitalization Sector Risk
companies Small-Cap
Company Risk
Invests primarily in Value Stock
companies that, at the Risk
time of purchase, have
market capitalizations
between $100 million
and $1.5 billion and
are priced below three
(3) times book value
Ordinarily invests in
50 to 100 companies
that are selected from
all sectors of the
market based upon a
bottom-up analysis of
each company's
fundamentals;
currently, the fund
focuses on companies
in the financial
services, consumer
discretionary,
technology, producer
durables, utilities
and materials and
processing sectors
GROWTH FUND Long-term Invests primarily in Market Risk
capital common stocks of U.S. Management Risk
appreciation companies with the Growth Stock
potential for long- Risk
term growth Large and Mid-
Cap Stock Risk
Invests primarily in Sector Risk
companies with
capitalizations of at
least $5 billion,
although it may invest
in companies of any
size
Ordinarily invests in
80 to 120 companies
that are believed to
have superior earnings
growth potential;
companies are selected
from all sectors of
the market based upon
a bottom-up analysis
of each company's
fundamentals;
currently the Fund
focuses on companies
in the technology,
health care, consumer
growth, producer
durables, financial
services and
communications sectors
</TABLE>
<PAGE>
All investments involve some type and level of risk. Risk
is the possibility that you will lose money or not make any
additional money by investing in the Funds. Before you invest,
please make sure that you have read, and understand, the risk
factors that apply to the Funds. The following is a discussion
of the principal risk factors of the Funds.
GROWTH STOCK RISK (GROWTH FUND)
Growth stocks may be more sensitive to market movements
because their prices tend to reflect future investor expectations
rather than just current profits. As investors perceive and
forecast good business prospects, they are willing to pay higher
prices for securities. Higher prices therefore reflect higher
expectations. If such expectations are not met, or if
expectations are lowered, the prices of the securities will drop.
In addition, growth stocks tend to be more sensitive than other
stocks to increases in interest rates, which will generally cause
the prices of growth stocks to fall. To the extent that the
Growth Fund invests in those kinds of stocks, it will be exposed
to the risks associated with those kinds of investments. For
these and other reasons, the Growth Fund may underperform other
stock funds (such as value funds) when stocks of growth companies
are out of favor.
LARGE AND MID-CAP STOCK RISK (GROWTH FUND)
During good market and economic conditions, the prices of
larger company stocks may not rise as quickly or as significantly
as prices of stocks of well-managed smaller companies. For these
and other reasons, the Growth Fund may underperform other stock
funds (such as small-company stock funds) when stocks of large
and medium-sized companies are out of favor.
MARKET RISK
The Funds are subject to the risks generally of investing in
stocks, commonly referred to as "market risk." Market risk
includes the risk of sudden and unpredictable drops in value of
the market as a whole and periods of lackluster performance.
Despite unique influences on individual companies, stock prices
in general rise and fall as a result of investors' perceptions of
the market as a whole. The consequences of market risk are that
if the stock market drops in value, the value of the Funds'
portfolios of investments is also likely to decrease in value.
The increase or decrease in the value of the Funds' investments,
in percentage terms, may be more or less than the increase or
decrease in the value of the market.
MANAGEMENT RISK
The Funds are subject to management risk because they are
actively managed investment portfolios. Management risk is the
chance that poor security selection will cause the Funds to
underperform other funds with similar objectives. The success of
the Funds' investment strategy depends significantly on the skill
of Frontier Capital Management Company, LLC ("Frontier") in
assessing the potential of the securities in which the Funds
invest. Frontier will apply its investment techniques and risk
analyses in making investment decisions for the Funds, but there
can be no guarantee that these will produce the desired result.
SECTOR RISK
Companies that are in similar businesses may be similarly
affected by particular economic or market events, which may in
certain circumstances cause the value of securities in all
companies of a particular sector of the market to decrease. To
the extent the Funds have substantial holdings within a
particular sector, the risks associated with that sector
increase. Diversification among groups of companies in different
businesses may reduce sector risk but may also dilute potential
returns.
SMALL-CAP COMPANY RISK (SMALL COMPANY VALUE FUND)
Small capitalization companies often have greater price
volatility, lower trading volume, and less liquidity than larger,
more established companies. These companies tend to have smaller
revenues, narrower product lines, less management depth and
experience, smaller shares of their product or service markets,
fewer financial resources, and less competitive strength than
larger companies. For these and other reasons, the Small Company
Value Fund
<PAGE>
may underperform other stock funds (such as large-
company stock funds) when stocks of smaller companies are out of
favor.
VALUE STOCK RISK (SMALL COMPANY VALUE FUND)
"Value" stocks can perform differently from the market as a
whole and other types of stocks and can continue to be
undervalued by the market for long periods of time. With value
investing, a stock may not achieve its expected value because the
circumstances causing it to be underpriced do not change. For
this reason, the Small Company Value Fund may underperform other
stock funds (such as larger company growth stock funds) when
smaller company value stocks are out of favor.
<PAGE>
PERFORMANCE SUMMARY
SMALL COMPANY VALUE FUND
Because the Small Company Value Fund has not completed a
full calendar year's operations, performance information is not
included in this Prospectus. Information regarding Frontier's
performance with respect to a proprietary benefit plan account
that was continuously managed by Frontier with investment
objectives, policies and strategies substantially similar to
those of the Small Company Value Fund is provided elsewhere in
this prospectus. See "Past Performance of Frontier."
GROWTH FUND
The following bar chart illustrates the risks of investing
in the Growth Fund by showing, for periods prior to the Growth
Fund's inception on September 19, 2000, the year-by-year total
return of Frontier Growth Fund, L.P., the predecessor to the
Growth Fund. The chart illustrates how the performance of the
predecessor fund has varied over the past ten years, assuming
that all dividend and capital gain distributions have been
reinvested. The predecessor fund began operations on March 7,
1988, and its objectives, policies, guidelines and restrictions
were, in all material respects, the same as the Growth Fund's.
The predecessor fund was not registered as a mutual fund and
therefore was not subject to certain investment restrictions that
are imposed upon mutual funds. If the predecessor fund had been
registered as a mutual fund, the predecessor fund's performance
may have been adversely affected. The performance of the
predecessor fund was calculated according to the standardized SEC
method, except that quarterly rather than daily fund values were
used. Past performance does not guarantee future results.
<TABLE>
<CAPTION>
<S> <C>
ANNUAL RETURNS - LAST TEN CALENDAR YEARS*
1990 0.90%
1991 56.68%
1992 8.77%
1993 5.34%
1994 (5.13)%
1995 26.08%
1996 16.25%
1997 15.47%
1998 31.65%
1999 42.59%
</TABLE>
<TABLE>
<CAPTION>
For the period January 1, 2000 through June 30, 2000, the
total return was 16.07%.
<S> <C> <C>
Best Quarter*: 33.23% (4th Quarter 1998)
Worst Quarter*: (18.18)% (3rd Quarter 1998)
<FN>
*Reflects performance of predecessor fund for periods prior
to the Growth Fund's inception on September 19, 2000.
</FN>
</TABLE>
The following table compares the Growth Fund's performance
to that of a broadly based securities market index. Again, the
table assumes that dividends and capital gain distributions have
been reinvested for the Growth Fund and the applicable Index. As
always, the past performance of the Growth Fund is not an
indication of how the Growth Fund will perform in the future.
<PAGE>
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (AS A PERCENTAGE) AS OF 12/31/99*
<S> <C> <C> <C>
1 YEAR 5 YEARS 10 YEARS
------ -------- ---------
Growth Fund 42.59% 26.01% 18.50%
S&P 500 Index 21.03% 28.58% 18.22%
<FN>
*Reflects performance of predecessor fund for periods prior
to the Growth Fund's inception on September 19, 2000.
</FN>
</TABLE>
<PAGE>
FEES AND EXPENSES OF THE FUNDS
THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY
IF YOU BUY AND HOLD SHARES OF THE FUNDS.
FEES AND EXPENSES
<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of the offering price) None
Maximum Deferred Sales Charge (Load) None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
and Other Distributions None
Maximum Account Fee None
</TABLE>
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM FUND ASSETS)
<S> <C> <C>
SMALL COMPANY VALUE GROWTH
FUND FUND
------------- ------------
Management Fee 1.10% 0.85%
Distribution (12b-1) Fees 0.25% 0.25%
Other Expenses 0.32%1 0.19%1
Total Annual Fund Operating Expenses 1.67% 1.29%
----- -----
Fee Waiver and Reimbursement (0.12)%2 (0.05)%2
------ ------
Net Annual Fund Operating Expenses 1.55% 1.24%
====== =====
<FN>
1Because the Funds are new, the "Other Expenses" of the
Funds are based on annualized projected expenses and average net
assets for the fiscal year ending September 30, 2001.
2The Managers Funds LLC and Frontier have contractually
agreed for a period of not less than eighteen (18) months, to
limit Net Annual Fund Operating Expenses to 1.55% and 1.24% of
the Small Company Value Fund's and the Growth Fund's average
annual net assets, respectively, subject to later reimbursement
by the respective Fund in certain circumstances. See "Managers
AMG Funds."
</FN>
</TABLE>
EXAMPLE
The following Example will help you compare the cost of
investing in the Funds to the cost of investing in other mutual
funds. The Example makes certain assumptions. It assumes that
you invest $10,000 as an initial investment in the Funds for the
time periods indicated and then redeem all of your shares at the
end of those periods. It also assumes that your investment has a
5% total return each year and the Funds' operating expenses
remain the same. Although your actual costs may be higher or
lower, based on the above assumptions, your costs would be:
<TABLE>
<CAPTION>
<S> <C> <C>
1 YEAR 3 YEARS
------ -------
Small Company $158 $239
Value Fund
Growth Fund $126 $191
</TABLE>
The Example reflects the impact of each Fund's contractual
expense limitation for the initial eighteen (18) month period
covered by the Example.
The Example should not be considered a representation of
past or future expenses, as actual expenses may be greater or
lower than those shown.
<PAGE>
FRONTIER SMALL COMPANY VALUE FUND
OBJECTIVE
The Small Company Value Fund's objective is to achieve long-
term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
The Small Company Value Fund invests primarily in equity
securities of small capitalization companies that Frontier
believes are undervalued. The Small Company Value Fund primarily
invests in companies that, at the time of purchase, have market
capitalizations between $100 million and $1.5 billion and are
priced below three (3) times book value. The Small Company Value
Fund's equity investments will consist of common stocks,
preferred stocks and convertible preferred stocks. Ordinarily,
the Small Company Value Fund invests in 50 to 70 companies that
are selected based upon a bottom-up analysis of each company's
fundamentals. Currently, the Small Company Value Fund focuses on
companies in the financial services, consumer discretionary,
technology, producer durables, utilities and materials and
processing sectors.
Frontier serves as sub-adviser to the Small Company Value
Fund. Frontier's investment process will emphasize valuation and
earnings potential. Frontier evaluates companies for investment
using traditional bottom-up fundamenta to the
New Fund are reflected on the attached Schedule A.
Please acknowledge your agreement to render such advisory
services to the New Fund by executing this letter agreement in
the space provided below and then returning it to the
undersigned.
Sincerely,
The Managers Funds LLC
By: _______________________________
Name:
Title:
ACKNOWLEDGED AND ACCEPTED
Frontier Capital Management Company, LLC
By: _______________________________
Name:
Title:
Date:
<PAGE>
SCHEDULE A
FRONTIER SMALL COMPANY VALUE FUND
Advisory Fees pursuant to Section 3
The Adviser shall pay to the Sub-Adviser an annual gross
investment sub-advisory fee equal to 1.10% of the average daily
net assets of the Frontier Small Company Value Fund. Such fee
shall be accrued daily and paid as soon as practical after the
last day of each calendar month.
The Sub-Adviser may voluntarily waive all or a portion of the
sub-advisory fee payable from time to time hereunder. The
Adviser agrees that, during any period in which the Sub-Adviser
has voluntarily waived all or a portion of the sub-advisory fee
hereunder, if requested by the Sub-Adviser, the Adviser will
waive an equal amount (or such lesser amount as the Sub-Adviser
may request) of the advisory fee payable by the Trust to the
Adviser with respect to the Fund under the Advisory Agreement.
The Sub-Adviser agrees that, during any period in which the
Adviser has waived all or a portion of the advisory fee payable
by the Trust to the Adviser under the Advisory Agreement with
respect to the Fund, if requested by the Adviser, the Sub-Adviser
will waive a pro rata share (or such lesser share as the Adviser
may request) of the sub-advisory fee payable hereunder with
respect to the Fund, such that the amount waived by the
Sub-Adviser shall bear the same ratio to the total amount of the
sub-advisory fees payable hereunder with respect to the Fund as
the amount waived by the Adviser bears to all fees payable to the
Adviser under the Advisory Agreement with respect to the Fund.
The Adviser agrees that, in addition to any amounts otherwise
payable to the Sub-Adviser with respect to the Fund hereunder,
the Adviser shall pay the Sub-Adviser all amounts previously
waived by the Sub-Adviser to the extent that such amounts are
subsequently paid by the Trust to the Adviser under the Advisory
Agreement, it being further agreed that, with respect to any such
amounts subsequently paid by the Trust to the Adviser, the amount
to be paid by the Adviser to the Sub-Adviser shall bear the same
ratio to the total amount paid by the Trust as the total amount
previously waived by the Sub-Adviser bears to the total amount of
the fees previously waived by the Adviser under the Advisory
Agreement with respect to the Fund.
The Sub-Adviser agrees that, during any period in which
the Adviser has agreed to pay or reimburse the Trust for expenses
of the Fund, if requested by the Adviser, the Sub-Adviser shall
pay or reimburse the Trust for the entire amount of all such
expenses of the Fund (or such lesser amount as the Adviser may
request). The Adviser agrees that, in addition to any amounts
otherwise payable to the Sub-Adviser with respect to the Fund
hereunder, the Adviser shall pay the Sub-Adviser all amounts
previously paid or reimbursed by the Sub-Adviser to the extent
that such amounts are subsequently paid by the Trust to the
Adviser under the Advisory Agreement.
<PAGE>
Exhibit e.3
------------
LETTER AGREEMENT
Frontier Small Company Value Fund
Distribution Agreement
January __, 2001
The Managers Funds LLC
40 Richards Avenue
Norwalk, Connecticut 06854
Attn: Peter Lebovitz
Re: Distribution Agreement between The Managers Funds LLC
and Managers AMG Funds, dated as of October 19, 1999
Ladies and Gentlemen:
Managers AMG Funds (the "Trust") hereby advises you that it is
creating a new series to be named Frontier Small Company Value
Fund (the "New Fund"), and that the Trust desires The Managers
Funds LLC ("Managers") to provide distribution services with
respect to the New Fund pursuant to the terms and conditions of
the Distribution Agreement between the Trust and Managers dated
October 19, 1999. The Trust agrees to pay Managers 0.25% of the
average daily value of net assets represented by shares of the
New Fund as payment for the services to be performed by Managers
pursuant to the Distribution Agreement with respect to the New
Fund.
Please acknowledge your agreement to provide the services
contemplated by the Distribution Agreement with respect to the
New Fund by executing this letter agreement in the space provided
below and then returning it to the undersigned.
Sincerely,
Managers AMG Funds
By: _______________________________
Name:
Title:
ACKNOWLEDGED AND ACCEPTED
The Managers Funds LLC
By: _______________________________
Name:
Title:
Date:
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth
of Massachusetts, on the 16h day of November, 2000.
MANAGERS AMG FUNDS
BY:/s/John Kingston, III
---------------------
John Kingston, III
Secretary
Signature Title Date
--------- ----- ----
/s/Jack W. Aber
---------------
Jack W. Aber* Trustee November 16, 2000
/s/William E. Chapman, II
-------------------------
William E. Chapman, II* Trustee November 16, 2000
/s/Sean M. Healey
--------------------
Sean M. Healey* Trustee November 16, 2000
/s/Edward J. Kaier
-------------------
Edward J. Kaier* Trustee November 16, 2000
/s/Eric Rakowski
----------------
Eric Rakowski* Trustee November 16, 2000
/s/Peter M. Lebovitz
--------------------
Peter M. Lebovitz* President and Principal November 16, 2000
Executive Officer
/s/Donald S. Rumery
-------------------
Donald S. Rumery* Treasurer, Principal November 16, 2000
Financial Officer and 2000
Principal Accounting Officer
/s/John Kingston, III
---------------------
*By John Kingston, III pursuant to Power of Attorney filed herewith
