MANAGERS AMG FUNDS
485BPOS, 2000-11-14
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                                        Registration Nos. 333-84639
                                                           811-9521
                Securities and Exchange Commission
                       Washington, DC 20549

                            FORM N-1A

                REGISTRATION STATEMENT UNDER THE
                      SECURITIES ACT OF 1933                ___

                 Pre-Effective Amendment No. ____           ___
                  Post-Effective Amendment No. 5             X
                              and/or

                 REGISTRATION STATEMENT UNDER THE
                  INVESTMENT COMPANY ACT OF 1940            ___

                         Amendment No. 7                     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):

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

             FIRST QUADRANT TAX-MANAGED    EQUITY     FUND



                           PROSPECTUS


                     DATED    NOVEMBER 14, 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.

<TABLE>
<CAPTION>
                        TABLE OF CONTENTS

                                                             Page
<S>                                                            <C>
KEY INFORMATION ABOUT THE FIRST QUADRANT TAX-MANAGED    EQUITY
     FUND                                                       1
     Summary of the Goals, Principal Strategies and
     Principal Risk Factors of the Fund                         1

   PERFORMANCE SUMMARY                                          3

FEES AND EXPENSES OF THE FUND                                   3
     Fees and Expenses                                          3
     Example                                                    3

FIRST QUADRANT TAX-MANAGED    EQUITY     FUND                   4
     Objective                                                  4
     Principal Investment Strategies                            4
     Additional Practices and Risks                             5
     Should You Invest in this Fund?                            5

MANAGERS AMG FUNDS                                              5

YOUR ACCOUNT                                                    6
     Minimum Investments in the Fund                            6

HOW TO PURCHASE SHARES                                          8

DISTRIBUTION   PLAN                                             8

HOW TO SELL SHARES                                              9

INVESTOR SERVICES                                               9

THE FUND AND ITS POLICIES                                      10

ACCOUNT STATEMENTS                                             10

DIVIDENDS AND DISTRIBUTIONS                                    11

TAX INFORMATION                                                11

</TABLE>
<PAGE>

KEY INFORMATION ABOUT THE FIRST QUADRANT TAX-MANAGED    EQUITY     FUND

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

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

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

<TABLE>
<CAPTION>
<S>			     <C>				  <C>
        GOALS          PRINCIPAL STRATEGIES       PRINCIPAL RISK
                                            	  FACTORS
        -----          --------------------       ---------------

The Fund seeks to     Invests in a diversified          Market Risk
achieve superior      long-portfolio of U.S. equity     Management Risk
term after-tax        securities that reflects          Tax-Management
returns               the industry, earnings            Risk
                      growth, valuation and
                      similar characteristics
                      of the Russell 3000
                      Index; ordinarily invests
                      in 150 to 400 stocks

                         Uses quantitative models
                      that analyze top-down
                      (market and economic)
                      conditions and bottom-up
                      (company specific) data
                      to enhance long-term
                      returns through the stock
                      selection process

                      Applies a variety of tax-
                      sensitive investment
                      techniques designed to
                      minimize taxable income
                      and realized capital
                      gains for shareholders,
                      such as investing in
                      stocks that pay below
                      average dividends,
                      employing a buy-and-hold
                      strategy and realizing
                      losses to offset realized
                      gains

</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 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.
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 Fund's
portfolio of investments is 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.   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.    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.

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.       The ability of the Fund to avoid
realizing taxable gains may be affected by the timing of cash

                         2
<PAGE>
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.

                         3
<PAGE>

                       PERFORMANCE SUMMARY

     Because the Fund has not completed a full calendar year's
operations, performance information is not included in this
Prospectus.


                  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.

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>
Management Fee                                         0.85%
Distribution (12b-1) Fees1                             0.00%
Other Expenses2                                        0.44%
                                                       -----
Total Annual Fund Operating Expenses                   1.29%
Fee Waiver and Reimbursement3                         (0.29%)
                                                       -----
Net Annual Fund Operating Expenses                     1.00%
                                                       =====
<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   is new    , the "Other Expenses" of the Fund
are based on annualized projected expenses and average net assets
for the fiscal year ending   October 31,    2001.

                         4
<PAGE>
     3 The Managers Funds LLC and First Quadrant have
contractually agreed, for a period of not less than   eighteen (18)
months, to limit Net Annual Fund Operating Expenses to   1.00%
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 be+:

<TABLE>
		<S>		<C>
		1 YEAR   	3 YEARS
            ------      -------
            $102       	   $155
<FN>

     +The Example reflects the impact of the 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.
</FN>
</TABLE>
             FIRST QUADRANT TAX-MANAGED   EQUITY    FUND

OBJECTIVE
     The Fund seeks to achieve superior long-term after-tax
returns for investors       .

PRINCIPAL INVESTMENT STRATEGIES
     First Quadrant will pursue the Fund's objective by   investing
in a diversified portfolio    of   U.S. equity securities    that
reflects the characteristics of the Russell 3000 Index (the
"Benchmark") in terms of industry, earnings growth, valuation and
similar measurements.   The Benchmark measures the performance of
the 3,000    largest U.S. companies based on total market
capitalization, which represents       98% of the investable U.S.
equity market.   As of June 30, 2000, the Benchmark had a total
market capitalization range of approximately $178 million to $520
billion.  The number of stocks in which the Fund invests will

                          5
<PAGE>
vary depending on market conditions and the size of the Fund.
The Fund is expected to invest in approximately 150 to 400
stocks.

     First Quadrant will use a proprietary quantitative
analytical model to construct the Fund's portfolio to reflect the
characteristics of the Benchmark and will combine a top-down
analysis of market and economic conditions with a bottom-up stock
selection review process to enhance returns.  The top-down
analysis will consist of a review of market and economic data
such as interest rates, commodity price changes, market
volatility levels, inflation expectations, credit spreads and
foreign exchange rates to identify those industries and sectors
of the U.S. economy that are likely to benefit from present and
future economic conditions.  First Quadrant will modify the
industry weightings in the Fund's portfolio relative to the
Benchmark based on the top-down analysis, consistent with
maintaining tax efficiency for investors.  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.
Individual stocks will be selected based upon a bottom-up review
of a variety of security-specific valuation metrics, such as
earnings revisions, earnings surprise signals, insider trading,
corporate actions and changes in various indices.

     First Quadrant will manage the Fund's portfolio to   minimize
taxable distributions to shareholders.    First Quadrant will apply
a variety of tax-sensitive investment techniques,       including the
following:

     *   Investing in stocks that pay below-average dividends;

     *   Employing a buy-and-hold strategy that will avoid realizing
         short-term   capital    gains and defer as long as possible the
         realization of long-term   capital    gains; and

     *      Realizing    losses on specific securities or specific tax lots
         of securities to offset realized gains.

     The Fund can be expected to distribute       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.

                               6
<PAGE>

ADDITIONAL PRACTICES AND RISKS

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

     The Fund may invest in derivatives.  Derivatives, a category
that includes options and futures, are financial instruments
whose value derives from another security, an index or a
currency.  The Fund may use derivatives to attempt to maintain
exposure to the equity markets while holding cash for temporary
liquidity needs.  There is a risk that a derivative may not
perform as expected, thereby causing a loss for the Fund or
amplifying a gain or loss for the Fund.  With some derivatives,
there is also the risk that the counterparty may fail to honor
its contract terms, causing a loss for the Fund.

SHOULD YOU INVEST IN THIS FUND?

    This Fund MAY be suitable if you:

     *       Are seeking exposure to equity markets

     *    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

     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
----------------------------------------------------------------
          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.
----------------------------------------------------------------

                        7
<PAGE>
                       MANAGERS AMG FUNDS

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

     The Managers Funds LLC (the "Investment Manager"), a
subsidiary of Affiliated Managers Group, Inc., serves as
investment manager to the 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.
<PAGE>

     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   September 30,    2000, First
Quadrant had assets under management of   $22    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   January 1994.     Mr. Luck is a Partner
of First Quadrant and Director of       Equity          Portfolio Management,
    positions he has held since March 1996, and previously was the
   Director of Equity Management    of its predecessor, First Quadrant
Corporation, since   September 1995.

     The Fund is obligated by its investment management agreement
to pay an annual management fee to the Investment Manager of
   0.85%    of the average daily net assets of the Fund.  The
Investment Manager, in turn, pays First Quadrant   0.85%    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.

                          8
<PAGE>
     The Investment Manager has contractually agreed, for a
period of not less than   eighteen (18)    months, to waive fees and
pay or reimburse the Fund to the extent total expenses of the
Fund exceed   1.00%    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   1.00%    of the Fund's average daily
net assets.


                          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.

                         9
<PAGE>

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

<TABLE>
<CAPTION>

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

     The Fund or the underwriter may, in their discretion, waive
the minimum and initial investment amounts at any time.
-----------------------------------------------------------------
A Traditional IRA is an individual retirement account.
Contributions may be deductible at certain income levels and
earnings are tax-deferred while your withdrawals and
distributions are taxable in the year that they are made.

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

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

                          10
<PAGE>

<TABLE>
<CAPTION>
                     HOW TO PURCHASE SHARES

<S>			           <C>			 <C>
                       INITIAL PURCHASE    ADDITIONAL PURCHASES
                      -----------------   ---------------------
THROUGH YOUR          Contact your  	  Send  any additional
INVESTMENT ADVISOR    investment advisor    monies    to    your
                      or  other investment  investment
                      professional.         professional at  the
                                            address appearing on
                                            your         account
                                            statement.



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

*BY TELEPHONE        Not available          If your account has
                                            already been
                                            established, call
                                            the Transfer Agent
                                            at (800) 252-0682.
                                              The minimum
                                           additional
                                           investment is
                                           $1,000.

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

                             11
<PAGE>

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

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


                        DISTRIBUTION   PLAN

     The 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.

                              12
<PAGE>

                       HOW TO SELL SHARES

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

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


ALL SHAREHOLDERS:             Write a letter of instruction
*BY MAIL                      containing:
                              *  the name of the Fund
                              *  dollar amount or number of
                                 shares to be sold
                              *  your name
                              *  your account number
                              *  signatures of all owners on
                                 account
                              Mail letter to:
                                Managers AMG Funds
                                c/o Boston Financial Data
                                Services, Inc.
                                P.O. Box 8517
                                Boston, MA  02266-8517

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


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

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

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


                        INVESTOR SERVICES

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

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

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

     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),   by internet    or through your investment advisor,
bank or investment professional.

     The Fund will not be responsible for any losses resulting from
unauthorized transactions

   (such as purchases, sales or exchanges)
if it follows reasonable security procedures
designed to verify the identity of the investor.  You should
verify the accuracy of your confirmation statements immediately
after you receive them.  If you do not want the ability to sell
and exchange by telephone or internet, call the Fund for
instructions.


                    THE 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.

                        14
<PAGE>

     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   the    minimum investment amounts;

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

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

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

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

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

                       ACCOUNT STATEMENTS

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

                             15
<PAGE>

                   DIVIDENDS AND DISTRIBUTIONS

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

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


                         TAX INFORMATION

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

                              16
<PAGE>

                       MANAGERS AMG FUNDS

             FIRST QUADRANT TAX-MANAGED   EQUITY    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,   California    91101

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

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

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

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

   *Interested Person
<PAGE>

For more Information

     Additional information for the 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).   Information about the Fund also may
be reviewed and copied at the SEC's Public Reference Room.

INVESTMENT COMPANY ACT REGISTRATION NUMBER 811-9521

<PAGE>

                       MANAGERS AMG FUNDS

             FIRST QUADRANT TAX-MANAGED   EQUITY    FUND
                  ____________________________

              STATEMENT OF ADDITIONAL INFORMATION

                    DATED   NOVEMBER 14,    2000
________________________________________________________________

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

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

<TABLE>
<CAPTION>

                       TABLE OF CONTENTS
<S>                                                         <C>
                                                            Page
GENERAL INFORMATION                                           1
INVESTMENT OBJECTIVES AND POLICIES                            1
 INVESTMENT TECHNIQUES AND ASSOCIATED RISKS                   1
 DIVERSIFICATION REQUIREMENTS FOR THE FUND                    6
 FUNDAMENTAL INVESTMENT RESTRICTIONS                          6
 TEMPORARY DEFENSIVE POSITION                                 7
 PORTFOLIO TURNOVER                                           7
BOARD OF TRUSTEES AND OFFICERS OF THE TRUST                   8
 TRUSTEES' COMPENSATION                                       9
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES           9
 CONTROL PERSONS                                              9
 MANAGEMENT OWNERSHIP                                        10
MANAGEMENT OF THE FUND                                       10
 INVESTMENT MANAGER AND SUB-ADVISER                          10
 COMPENSATION OF INVESTMENT MANAGER
AND SUB-ADVISER BY THE FUND                                  10
 FEE WAIVERS AND EXPENSE LIMITATIONS                         10
 INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS           11
 REIMBURSEMENT AGREEMENT                                     12
 CODE OF ETHICS                                              12
 DISTRIBUTION ARRANGEMENTS                                   12
 CUSTODIAN                                                   13
 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                                            15
 EXCHANGE OF SHARES                                          15
 NET ASSET VALUE                                             16
 DIVIDENDS AND DISTRIBUTIONS                                 16
 DISTRIBUTION PLAN                                           16
CERTAIN TAX MATTERS                                          17
 FEDERAL INCOME TAXATION OF FUND-IN GENERAL                  17
 TAXATION OF THE FUND'S INVESTMENTS                          17
 FEDERAL INCOME TAXATION OF SHAREHOLDERS                     18
 FOREIGN SHAREHOLDERS                                        18
 STATE AND LOCAL TAXES                                       18
 OTHER TAXATION                                              19
PERFORMANCE DATA                                             19
 TOTAL RETURN                                                19
 PERFORMANCE COMPARISONS                                     19
 MASSACHUSETTS BUSINESS TRUST                                19
 DESCRIPTION OF SHARES                                       20
 ADDITIONAL INFORMATION                                      21
</TABLE>
<PAGE>

                      GENERAL INFORMATION


    This Statement of Additional Information relates only to  the
First Quadrant Tax-Managed   Equity    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.  First Quadrant will pursue  the  Fund's
objective by investing in a diversified portfolio of U.S.  equity
securities that reflects the characteristics of the Russell  3000
Index  (the  "Benchmark") in terms of industry, earnings  growth,
valuation  and similar measurements. The Benchmark  measures  the
performance  of the 3,000 largest U.S. companies based  on  total
market  capitalization, which represents 98%  of  the  investable
U.S.  equity  market.  As of June 30, 2000, the Benchmark  had  a
total  market capitalization range of approximately $178  million
to  $520  billion. The number of stocks in which the Fund invests
will  vary  depending on market conditions and the  size  of  the
Fund.  The Fund is expected to invest in approximately    150
to 400 stocks.

     First   Quadrant   will   use  a  proprietary   quantitative
analytical model to construct the Fund's portfolio to reflect the
characteristics  of  the Benchmark and will  combine  a  top-down
analysis of market and economic conditions with a bottom-up stock
selection  review  process  to  enhance  returns.  The   top-down
analysis  will  consist of a review of market and  economic  data
such   as   interest  rates,  commodity  price  changes,   market
volatility  levels,  inflation expectations, credit  spreads  and
foreign  exchange rates to identify those industries and  sectors
of  the U.S. economy that are likely to benefit from present  and
future  economic  conditions.  First  Quadrant  will  modify  the
industry  weightings  in  the Fund's portfolio  relative  to  the
Benchmark  based  on  the  top-down  analysis,  consistent   with
maintaining  tax  efficiency  for investors,  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.
Individual stocks will be selected based upon a bottom-up  review
of  a  variety  of security-specific valuation metrics,  such  as
earnings  revisions, earnings surprise signals, insider  trading,
corporate actions and changes in various indices.

     The  Fund can be expected to distribute 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.

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.

                             1
<PAGE>
    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.

    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

                               2
<PAGE>
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.

    (5)  Futures  Contracts.  The Fund may buy and  sell  futures
contracts and options on future contracts to attempt to  maintain
exposure  to the equity markets while holding cash for  temporary
liquidity  needs,  or protect the value of 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.

                             3
<PAGE>
    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  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

                          4
<PAGE>
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 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.

                       5
<PAGE>
    (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:

    (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.

                         6
<PAGE>
    (2) Borrow money, except (i) in amounts not to exceed 33 1/3%
of  the  value of the Fund's total assets (including  the  amount
borrowed)  taken  at market value from banks or  through  reverse
repurchase agreements or forward roll transactions, (ii) up to an
additional  5% of its total assets for temporary purposes,  (iii)
in connection with short-term credits as may be necessary for the
clearance of purchases and sales of portfolio securities and (iv)
the  Fund  may  purchase  securities  on  margin  to  the  extent
permitted  by  applicable law.  For purposes of  this  investment
restriction,  investments  in  short  sales,  roll  transactions,
futures  contracts, options on futures contracts,  securities  or
indices and forward commitments, entered into in accordance  with
the Fund's investment policies, shall not constitute borrowing.

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

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

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

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

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

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

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

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

                            7
<PAGE>
TEMPORARY DEFENSIVE POSITION

     For  temporary or defensive purposes, the Fund  may  invest,
without  limit,  in  cash or quality short-term  debt  securities
including repurchase agreements.  To the extent that the Fund  is
invested in these instruments, the Fund will not be pursuing  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. HEALEY(1) - Trustee; President and Chief Operating Officer
of  Affiliated  Managers Group, Inc. since  October  1999.   From
April  1995  to October 1999, he was Executive Vice President  of
Affiliated  Managers Group, Inc.  From August 1987 through  March
1995,  he  served  in  a  variety of roles  in  the  Mergers  and
Acquisitions  Department of Goldman, Sachs &  Co.,  the  last  of
which  was  as  Vice President.  His address is Two International
Place,  23rd Floor, Boston, Massachusetts  02110.  He has  served
as  a Trustee of the Trust since June 1999.  He also serves as  a
Trustee  of  The  Managers Funds, The Managers Trust  I  and  The
Managers Trust II.  His date of birth is May 9, 1961.

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

---------------------------
(1)Mr. Healey is an "interested person" (as defined in the 1940 Act)
of the Trust.
                           8
<PAGE>
ERIC RAKOWSKI - Trustee;  Professor, University of California  at
Berkeley  School of Law since 1990.  Visiting Professor,  Harvard
Law  School 1998-1999.  He has served as a Trustee of  the  Trust
since  June  1999.  He also serves as a Trustee of  The  Managers
Funds,  The  Managers  Trust I and The Managers  Trust  II.   His
address   is   1535   Delaware   Street,   Berkeley,   California
94703-1281. His date of birth is June 5, 1958.

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

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

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

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

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

                           9
<PAGE>
Trustees' Compensation

     Compensation Table:
                                                             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
     October 31, 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    November 14,     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   November  14,    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    November  14,    2000  (the  "Investment  Management
Agreement"),  the Investment Manager also carries out  the  daily

                       10
<PAGE>
administration  of  the  Trust  and  Fund.   For  its  investment
management   services,  the  Investment   Manager   receives   an
investment management fee from the Fund.  All or a portion of the
investment  management  fee paid by the Fund  to  the  Investment
Manager is used to pay the advisory fees of 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  1998.   AMG indirectly  owns  a  majority
interest  in  First Quadrant.  As of September  30,  2000,  First
Quadrant's  assets  under  management totaled  approximately  $22
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 eighteen (18) months,  to  limit  total
annual  fund  operating  expenses  to  1.00%;  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  November
   14,     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
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

                        12
<PAGE>
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,  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  through  the
Trust  in  limited circumstances as described in the  Prospectus.
Shares  may  also be purchased through bank trust departments  on
behalf  of  their clients, other investors such as  corporations,
endowment   funds  and  charitable  foundations,  and  tax-exempt
employee welfare, pension and profit-sharing plans.  There are no
charges by the Trust for being a customer for this purpose.   The
Trust  reserves the right to determine which customers and  which
purchase orders the Trust will accept.

     Certain  investors may purchase or sell Fund shares  through
broker-dealers or through other processing organizations who  may
impose transaction fees or other charges in connection with  this
service.  Shares purchased in this way may be treated as a single

                         14
<PAGE>
account for purposes of the minimum initial investment.  The Fund
may  from  time  to time make payments to such broker-dealers  or
processing  organizations  for  certain  recordkeeping  services.
Investors  who  do  not  wish  to  receive  the  services  of   a
broker-dealer  or processing organization may consider  investing
directly with the Trust.  Shares held through a broker-dealer  or
processing  organization may be transferred into  the  investor's
name  by  contacting the broker-dealer or processing organization
or  the  Transfer  Agent.  Certain processing  organizations  may
receive  compensation from the Trust's Investment Manager  and/or
the Sub-Adviser.

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

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

     To   ensure   that  checks  are  collected  by  the   Trust,
redemptions  of  shares which were purchased  by  check  are  not
effected until the clearance of the check, which may take  up  to
15  days after the date of purchase unless arrangements are  made
with the Investment Manager.  However, during this 15 day period,
such  shareholder  may exchange such shares into  any  series  of
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

                       15
<PAGE>
is described under the "Net Asset Value," and such valuation will
be made as of the same time the redemption price is determined.

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

EXCHANGE OF SHARES

     An investor may exchange shares from the Fund into shares of
any  series  of  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.

                      16
<PAGE>
     If  a  shareholder  has elected to receive dividends  and/or
their  distributions  in cash and the postal  or  other  delivery
service  is  unable  to deliver the checks to  the  shareholder's
address  of  record,  the  dividends  and/or  distribution   will
automatically  be  converted  to  having  the  dividends   and/or
distributions reinvested in additional shares.  No interest  will
accrue  on amounts represented by uncashed dividend or redemption
checks.

DISTRIBUTION PLAN

     The  Trust  has adopted a "Plan of Distribution Pursuant  to
Rule  12b-1" (the "Distribution Plan") under which the Trust  may
engage,  directly  or  indirectly, in  financing  any  activities
primarily  intended  to result in the sale of shares,  including,
but   not  limited  to,  (1)  making  payments  to  underwriters,
securities  dealers  and others engaged in the  sale  of  shares,
including  payments to the Distributor to compensate or reimburse
other  persons  for engaging in such activities  and  (2)  paying
expenses  or providing reimbursement of expenditures incurred  by
the Distributor or other persons in connection with the offer  or
sale  of  shares, including expenses relating to the  formulation
and   implementation  of  marketing  strategies  and  promotional
activities such as direct mail promotions and television,  radio,
newspaper,  magazine  and  other  mass  media  advertising,   the
preparation,  printing and distribution of sales  literature  and
reports  for recipients other than existing shareholders  of  the
Trust, and obtaining such information, analyses and reports  with
respect  to  marketing  and promotional activities  and  investor
accounts  as  the  Trust may, from time to time, deem  advisable.
The Trust and the Fund are authorized to engage in the activities
listed  above,  and  in  other activities primarily  intended  to
result  in  the sale of shares, either directly or through  other
persons with which the Trust has entered into 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
   November  14,    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

                                 19
<PAGE>
T = average annual total return
N = number of years
ERV  = ending redeemable value of the hypothetical $1,000 payment
made at the beginning of the 1-, 5- or 10-year periods at the end
of the year or period

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

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  Russell 3000 Index, Wilshire 5000 Equity Index,  Russell
3000  Growth Index, Russell 1000 Growth Index, Standard &  Poor's
500  Composite  Stock  Price Index, the  Standard  &  Poor's  400
Composite Stock Price Index or the Dow Jones Industrial Average.

MASSACHUSETTS BUSINESS TRUST

     The 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

                                21
<PAGE>
share  purchase, redemption and net asset value procedures.   All
consideration received by the Trust for shares of any  additional
series,  and all assets in which such consideration is  invested,
would  belong  to  that series, subject only  to  the  rights  of
creditors  of  the Trust and would be subject to the  liabilities
related  thereto.   Shareholders of the  additional  series  will
approve  the  adoption  of any management contract,  distribution
agreement and any changes in the investment policies of the Fund,
to the extent required by the 1940 Act.

ADDITIONAL INFORMATION

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

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

      No dealer, salesman or any other person has been authorized
to  give  any  information or to make any representations,  other
than  those  contained  in the Prospectus or  this  Statement  of
Additional Information, in connection with the offer of shares of
the  Fund  and,  if given or made, such other representations  or
information must not be relied upon as having been authorized  by
the  Trust, the Fund or the Distributor.  The Prospectus and this
Statement of Additional Information do not constitute an offer to
sell  or  solicit  an offer to buy any of the securities  offered
thereby  in any jurisdiction to any person to whom it is unlawful
for  the  Fund  or  the Distributor to make such  offer  in  such
jurisdictions.
                                22
<PAGE>



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

Item 23.  Exhibits.

Exhibit No.                   Description
-----------                   -------------
  a.1    Master Trust Agreement dated June 18, 1999.(i)

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

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

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

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

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

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

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

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

  d.3    Form of Letter Agreement to Investment Management
          Agreement between the Registrant and The Managers Funds
          LLC with respect to the First Quadrant Tax-Managed
          Equity Fund, 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, dated as of
          September 19, 2000 (iv).

  d.6    Form of Sub-Advisory Agreement between The Managers
          Funds LLC and First Quadrant, L.P. with respect to the
          First Quadrant Tax-Managed Equity Fund, dated as of
          November 14, 2000, filed herewith.

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

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

  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. (vi)

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

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

  k.     Not Applicable.

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

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

  n.     Not applicable.

  o.     Not applicable.

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

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

  p.3    Code of Ethics of Essex Investment Management Company,
          LLC, filed herewith.

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

  p.5    Code of Ethics of First Quadrant, L.P., filed herewith.



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

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

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

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

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

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

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

          None.

Item 25.  Indemnification.

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

Item 26.  Business and Other Connections of Investment Adviser.

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

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

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

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

Item 27.  Principal Underwriters.

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

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

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

  (c)    Not applicable.

Item 28.  Location of Accounts and Records.

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

Item 29.  Management Services.

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

Item 30.  Undertakings.

          Not applicable.

<PAGE>


                                                     Exhibit a.3.
                                                     -------------
                       MANAGERS AMG FUNDS

           Amendment No. 3 to Master Trust Agreement

             CERTIFICATE AND INSTRUMENT OF AMENDMENT

     The undersigned, Secretary of Managers AMG Funds (the
"Trust"), does hereby certify that pursuant to Article VII,
Section 7.3 of the Master Trust Agreement of the Trust dated June
18, 1999, the following resolutions were duly adopted by a
majority of the Trustees of the Trust at a meeting of the Board
of Trustees held on June 1, 2000.

     RESOLVED:            That  pursuant to Section  4.1  of  the
                    Master  Trust  Agreement (the  "Master  Trust
                    Agreement")  of  Managers  AMG   Funds   (the
                    "Trust") there be and hereby is established a
                    new  series of shares of beneficial  interest
                    of   the  Trust  to  be  designated  as   the
                    "Frontier  Growth  Fund"  (the  "Fund");  and
                    further

     RESOLVED:            That the first paragraph of Section 4.2
                    of  the  Master Trust Agreement  be,  and  it
                    hereby  is,  amended  and  restated  in   its
                    entirety as set forth below:

                    "Section 4.2 Establishment and Designation of
                    Sub-Trusts and Classes.  Without limiting the
                    authority  of  the  Trustees  set  forth   in
                    Section  4.1  to establish and designate  any
                    further  Sub-Trusts and classes, the Trustees
                    hereby  establish and designate the following
                    Sub-Trusts   thereof:  (i)  Essex  Aggressive
                    Growth  Fund  and (ii) Frontier Growth  Fund,
                    each  of  which shall have a single class  of
                    shares.   The  Shares of such Sub-Trusts  and
                    any  Shares of any further Sub-Trust or class
                    that may from time to time be established and
                    designated by the Trustees shall (unless  the
                    Trustees otherwise determine with respect  to
                    some  further Sub-Trust or class at the  time
                    of  establishing  and designating  the  same)
                    have   the  following  relative  rights   and
                    preferences:"


     RESOLVED:            That  the  officers  of  the  Trust  be
                    authorized and directed to prepare  and  file
                    with   the   Secretary  of   State   of   The
                    Commonwealth  of  Massachusetts   and   other
                    applicable  authorities an amendment  to  the
                    Master   Trust  Agreement  to   reflect   the
                    establishment  of the Fund, as  described  in
                    the preceding resolutions.


     IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 19th day of September, 2000.


                                        /s/ John Kingston
                                        John Kingston, III
                                        Secretary
<PAGE>


                                                     Exhibit a.4
                                                     ------------
                       MANAGERS AMG FUNDS

           Amendment No. 4 to Master Trust Agreement

             CERTIFICATE AND INSTRUMENT OF AMENDMENT

     The undersigned, Secretary of Managers AMG Funds (the
"Trust"), does hereby certify that pursuant to Article VII,
Section 7.3 of the Master Trust Agreement of the Trust dated June
18, 1999, the following resolutions were duly adopted by written
consent dated August 15, 2000 by a majority of the Trustees of
the Trust.

     RESOLVED:            That  pursuant to Section  4.1  of  the
                    Master  Trust  Agreement (the  "Master  Trust
                    Agreement") of the Trust there be and  hereby
                    is  established  a new series  of  shares  of
                    beneficial  interest  of  the  Trust  to   be
                    designated as the "First Quadrant Tax-Managed
                    Equity Fund" (the "Fund"); and further

     RESOLVED:            That the first paragraph of Section 4.2
                    of  the  Master Trust Agreement  be,  and  it
                    hereby  is,  amended  and  restated  in   its
                    entirety as set forth below:

                    "Section 4.2 Establishment and Designation of
                    Sub-Trusts and Classes.  Without limiting the
                    authority  of  the  Trustees  set  forth   in
                    Section  4.1  to establish and designate  any
                    further  Sub-Trusts and classes, the Trustees
                    hereby  establish and designate the following
                    Sub-Trusts   thereof:  (i)  Essex  Aggressive
                    Growth  Fund, (ii) Frontier Growth  Fund  and
                    (iii) First Quadrant Tax-Managed Equity Fund,
                    each  of  which shall have a single class  of
                    shares.   The  Shares of such Sub-Trusts  and
                    any  Shares of any further Sub-Trust or class
                    that may from time to time be established and
                    designated by the Trustees shall (unless  the
                    Trustees otherwise determine with respect  to
                    some  further Sub-Trust or class at the  time
                    of  establishing  and designating  the  same)
                    have   the  following  relative  rights   and
                    preferences:"

     RESOLVED:            That  the  officers  of  the  Trust  be
                    authorized and directed to prepare  and  file
                    with   the   Secretary  of   State   of   The
                    Commonwealth  of  Massachusetts   and   other
                    applicable  authorities an amendment  to  the
                    Master   Trust  Agreement  to   reflect   the
                    establishment  of the Fund, as  described  in
                    the preceding resolutions.

     IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 10th day of November, 2000.


                                        /s/ John Kingston
                                        John Kingston, III
                                        Secretary
<PAGE>

                                              Exhibit d.3
                                              ------------
                        LETTER AGREEMENT

             First Quadrant Tax-Managed Equity Fund

                 Investment Management Agreement

November 14, 2000

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

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

Ladies and Gentlemen:

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

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

Sincerely,

Managers AMG Funds

By:  _______________________________
   Name:
   Title:

ACKNOWLEDGED AND ACCEPTED

The Managers Funds LLC

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

SCHEDULE A


FIRST QUADRANT TAX-MANAGED EQUITY FUND

Advisory Fees pursuant to Section 2(a)

     The Trust shall pay to the Adviser an annual gross
investment advisory fee equal to 0.85% of the average daily net
assets of the First Quadrant Tax-Managed Equity Fund; provided,
however, that the Adviser agrees, for a period of not less than
eighteen (18) months, to waive its advisory fee and pay or
reimburse the Trust for expenses of the Fund to the extent total
expenses of the Fund would otherwise exceed 1.00% 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 Equity 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 Equity Fund, provided
that the amount of such additional payment in any year, together
with all other expenses of the First Quadrant Tax-Managed Equity
Fund, in the aggregate, would not cause the First Quadrant Tax-
Managed Equity Fund's expense ratio in such year to exceed 1.00%
of the average daily net assets of the First Quadrant Tax-Managed
Equity Fund and provided further that no additional payments
shall be made with respect to amounts waived, paid or reimbursed
more than three (3) years prior to the date the Fund accrues a
liability with respect to such additional payment.

Administration Fees Pursuant to Section 2(b)

     None.
<PAGE>
                                         Exhibit i.3
                                         -------------

            [Goodwin, Procter & Hoar LLP Letterhead]





                       November 14, 2000


Managers AMG Funds
40 Richards Avenue
Norwalk, Connecticut  06854

Ladies and Gentlemen:

     As counsel to Managers AMG Funds (the [email protected]), we have been
asked to render our opinion in connection with the issuance by
the Trust of an unlimited number of shares, $.001 par value per
share (the "Shares"), of the Trust representing interests in the
First Quadrant Tax-Managed Equity Fund (the "Fund"), a portfolio
series of the Trust, as more fully described in the prospectus
and statement of additional information contained in Post-
Effective Amendment No. 5 (the "Amendment") to the Registration
Statement on Form N-1A (Registration No. 333-84639) of the Trust.

     We have examined the Master Trust Agreement of the Trust
dated June 18, 1999, as amended to date, the By-Laws of the
Trust, certain resolutions adopted by the Board of Trustees of
the Trust, the prospectus and statement of additional information
which form a part of the Amendment and such other documents as we
deemed necessary for purposes of this opinion.

     Based upon the foregoing, we are of the opinion that the
Shares, when sold in accordance with the terms of the prospectus
and statement of additional information relating to the Shares,
as in effect at the time of the sale, will be legally issued,
fully-paid and non-assessable by the Trust.

     We also hereby consent to the reference to this firm in the
prospectus and statement of additional information which form a
part of the Amendment and to a copy of this opinion being filed
as an exhibit to the Amendment.

                              Very truly yours,

                              /s/ Goodwin, Procter & Hoar LLP

                              GOODWIN, PROCTER & HOAR LLP

<PAGE>
                                        Exhibit p.3
						    -----------

            ESSEX INVESTMENT MANAGEMENT COMPANY, LLC.

                         Code of Ethics

                               and

     Statement of Policies and Procedures on Insider Trading

            ESSEX INVESTMENT MANAGEMENT COMPANY, LLC.

          OFFICERS & EMPLOYEES CODE OF ETHICS REGARDING
                 PERSONAL SECURITY TRANSACTIONS



I.   General Principals

     As  an  investment adviser, Essex and its  employees  owe  a
     fiduciary responsibility to our clients, this requires  each
     of  us to put the interest of our clients first.  A critical
     component of our fiduciary duty to our clients is  to  avoid
     potential conflicts of interest.  As such our Code of Ethics
     provides the following:

     *    All employees must place the interest of our clients first;
     *    All employees must execute personal securities transactions
          in compliance with this Code of Ethics and to avoid any actual or
          potential conflict of interest.  Even the appearance of a
          conflict of interest must be anticipated and avoided; and
     *    No employee should take inappropriate advantage of their
          position and/or unfair advantage of information that they learn.


     A.   Code Not to Forbid or Even Discourage Personal Investing

          It  is strongly emphasized that it is not the
          intention of this Code of Ethics to forbid or
          even   discourage   the   accumulation    and
          management,  by officers or employees,  of  a
          personal  portfolio consisting of  securities
          generally  available to the public  including
          securities  in  the  portfolios   of   client
          accounts.     Indeed,   a   sound    personal
          investment  program is one very good  way  to
          develop  an analytical skill in dealing  with
          the market which can be of great value to the
          client  accounts.   Such a course  of  action
          must  however, in recognition of the  service
          relationship to the clients, be carried on in
          accordance   with   certain   standards   and
          guidelines  that  have been  established  for
          everyone's protection.

     B.   Restricted Activities

          Among  other  things, it is  clear  that  each
          officer  or  employee or their family  members
          should be certain that he/she avoid:

          1.   purchasing or selling securities in such a way as to compete
               in the marketplace with the accounts of clients managed by Essex,
               or otherwise acting to injure their transactions;

          2.   using knowledge of client securities transactions to profit
               by the market effect of such client transactions;

          3.   placing a transaction, which in hindsight, might take on the
               appearance of "front-running" clients' accounts; or

          4.   giving to others information not generally available to the
               public  of proposed or current purchases or sales by the clients
               (except to the extent necessary to the carrying on of the
               business of the clients) because of the possibility of such
               others taking action detrimental or potentially detrimental to
               the client accounts or potentially benefiting from the market
               effect of such client transaction.


II.  Certain   Investing  Guidelines  for  Officers  &  Employees
     (Affiliated Persons)

     All officers and employees and their family members, as
     described in Section IV, below (each of whom is  herein
     described  as  an "Affiliated Person")  of  Essex  must
     adhere to the following restrictions:

     A.   Simultaneous Transactions

          An  Affiliated Person may not purchase, sell,
          short, etc. any security if, within the prior
          three  full business days and up to the  time
          the  Head  Trader pre-clears the transaction,
          Essex has had activity in such security or an
          equivalent on behalf of any of its clients.

          Any   simultaneous  transactions,  i.e.,  any
          purchase  or  sale  of any  security  by  any
          Affiliated Person simultaneously with, or  at
          approximately  the  same  time  as  a  client
          account,  may  involve a  conflict  with  our
          clients  and therefore may be a violation  of
          the   Code  whether  or  not  there  is   any
          detriment  to the client account and  whether
          or not any individual benefits thereby.

          A   pattern   of   buying   or   selling   at
          approximately the same time as  any  account,
          or  in  advance of any account, carries  with
          it,  at  a  minimum,  the  appearance  of   a
          violation   of  the  Code.   The   Compliance
          Officer  will  carefully  consider  with  any
          Affiliated Person any transaction of  his/her
          having    the   appearance   of    a    joint
          participation  or  simultaneous  transaction.
          If  any Affiliated Person intends to purchase
          or  sell  any  security which is  held  by  a
          client  account,  or  has  knowledge  that  a
          particular  asset  is  being  considered  for
          purchase  or sale by client accounts,  it  is
          recommended  that that person review  his/her
          potential   purchase   or   sale   with   the
          Compliance Officer.

          Front-running is strictly prohibited by  this
          Code.   Front-running violations are typified
          in  personal trades conducted shortly  before
          Essex's  transaction  and  is  calculated  to
          capitalize  on the market effect  of  Essex's
          trading.  Obviously,  an Affiliated  Person's
          transactions  should be  avoided  where  they
          have the possible appearance of front-running
          even though that was not the intent.  Trading
          by  an Affiliated Person immediately after  a
          trade  by  Essex  may allow  that  person  to
          benefit  from  any  market effect  caused  by
          Essex's trades.


     B.   Initial Public and Secondary Offerings

          It   is   completely   prohibited   for   any
          Affiliated Person to participate for  his/her
          personal   account  in  an   initial   public
          offering   or   a   secondary   offering   of
          securities   of   an   issuer,   since    the
          availability of such participation may  stem,
          or  appear to stem, from his/her relationship
          with Essex. Notwithstanding the foregoing, an
          Affiliated  Person  may  participate  in   an
          initial public offering if the opportunity of
          such investment was not in any way related to
          his/her   relationship   with   Essex.    The
          Compliance  Officer  will  have   the   final
          determination  as  to  whether  a  particular
          investment  opportunity  arose  from  his/her
          relationship  with Essex.  Such  a  situation
          may  arise for example, where a Savings  Bank
          goes    public    and    offers    investment
          opportunities  to  its long-term  depositors.
          Purchase  of  a  security  pursuant  to  this
          section  is  still subject to  the  reporting
          requirements  of Section V(E).   This  policy
          does  not prohibit an Affiliated Person  from
          buying  securities in the open  market  after
          such  offering, provided all other provisions
          of this Code are met.

     C.   Short Term Trading

          Affiliated   Persons  are   prohibited   from
          engaging   in   "Short-Term"  trading.    For
          purposes  of this Code, "Short-Term"  trading
          is  defined  as the sale/cover of a  security
          within thirty days of a purchase/short of the
          same   security.   However,  if   the   price
          declines by 20% or more within thirty days of
          being  purchased, the Compliance Officer,  in
          his/her  sole  discretion,  may  waive   this
          restriction.   The subsequent sale  would  be
          subject to all other provisions of this Code.
          In  order  to  avoid  the  appearance  of   a
          conflict  of interest arising from Affiliated
          Persons  quickly profiting on their  personal
          trades,  Essex requires a thirty-day  holding
          period on all purchases/shorts.



     D.   Cooperative Investments

          An  Affiliated Person may have  a  beneficial
          interest  in a limited partnership,  business
          trust,  or investment club, or other  similar
          organization     dealing    in     securities
          ("Cooperative  Investment")  only  with   the
          prior  written  approval  of  the  Compliance
          Officer.  This provision does not apply to  a
          Cooperative Investment managed by  Essex  for
          its employees.

          One  of  the factors to be considered by  the
          Compliance  Officer will be  the  extent  the
          Affiliated   Person   takes   part   in   any
          investment   decision.   If  the   Affiliated
          Person  takes  any  part  in  any  investment
          decision,  or  could have the  appearance  of
          taking  part in any decision, the Cooperative
          Investment  must follow this Code,  including
          the    pre-clearance   provision.    If   the
          Cooperative  Investment does  not  adhere  to
          this   Code,   then  participation   by   the
          Affiliated  Person  will be  prohibited.  The
          decision  of the Compliance Officer  will  be
          final.


     E.   Mutual Funds

          An   Affiliated  Person  may  invest  in  any
          regulated  investment company  (mutual  fund)
          provided the purchase or sale of such fund(s)
          is on substantially the same terms as someone
          who   is  not  associated  with  Essex  would
          obtain.


     F.   Options and Short Sales

          The  use  of  options  and  short  sales  are
          subject to all provisions of this Code as  is
          the case with any other security.  Due to the
          restrictions  on  simultaneous  transactions,
          the  limited life of an option contract,  and
          the  potential for unlimited losses on  short
          sales,  an  Affiliated  Person  should   very
          carefully   consider  the   implications   of
          writing, buying, or selling or exercising put
          or  call  options or making  short  sales  or
          combinations of any of the foregoing.  It  is
          emphasized that because of the special nature
          of  some of these transactions, the potential
          conflicts  they  may create with  investments
          held  in or being considered for purchase  or
          sale  by  client  accounts, and  the  trading
          restrictions  and prohibitions  contained  in
          this Code, the Affiliated Person should weigh
          the  risks  associated with  these  types  of
          investments.

          In   addition,  the  potential  for  conflict
          and/or the appearance of conflict of interest
          with  our  clients by using  these  types  of
          investments is increased.  The appearance  of
          front-running is also increased.   Therefore,
          the use of these types of investments will be
          carefully   scrutinized  by  the   Compliance
          Officer,  and  if it is determined  that  the
          Affiliated  Person benefited, at the  expense
          of   any   client,  the  profits   from   the
          transaction may be disgorged.

               In any case, the use of options to evade
          the provisions of this Code is prohibited.


     G.   Private Placements and Investment Letter Securities

          In  limited situations, an Affiliated  Person
          may purchase investment letter securities, or
          securities  in  a private offering,  however,
          the  procedures for such purchase are  vastly
          different   then  the  normal   pre-clearance
          authorization for publicly traded  securities
          described in II. A. above.  This section does
          not  apply to securities purchased through  a
          vehicle   managed  by  Essex  in   which   an
          Affiliated Person has made an investment.

          Investing   in  private  placements   by   an
          Affiliated Person increases the potential for
          either  a  conflict or the  appearance  of  a
          conflict  of  interest with Essex's  clients.
          For  example,  if the accounts have  accepted
          the invitation, such persons obviously cannot
          compete  with them.  If they have refused,  a
          participation by such persons is open to  the
          charge  that the accounts refused to  invest,
          or were encouraged not to invest, in order to
          enable the individual to participate.

          If  the  security is such that  any  client's
          accounts  could possibly have an interest  in
          it,  a  purchase by an Affiliated  Person  is
          open to the charge that he received preferred
          treatment from a broker-dealer because of his
          association with an investment advisor  or  a
          counseling account.

          However,  in  some instances,  there  may  be
          extenuating  circumstances or special  facts,
          such  as  personal  relationships  with   the
          issuer.   In addition, in certain situations,
          it  may be in the best interest of the client
          for   an   Affiliated  Person  to   make   an
          investment  - where for example the  purchase
          of a larger block may reduce the overall unit
          price of the issue.

          Therefore,  Affiliated  Persons  may  request
          permission    to   make   such   investments.
          Application, in writing, for such  permission
          should   be   addressed  to  the   Compliance
          Officer, who will then bring such request  to
          Joseph   C.  McNay,  Chairman,  Colin  McNay,
          Research   Director  or  Stephen  R.   Clark,
          Executive    Vice   President    ("Designated
          Officers").    The   determination   of   the
          Designated  Officer(s) will be  final  and  a
          memo  to  the employee's personnel file  will
          memorialize their determination.

          When making a determination as to whether  an
          employee   may  make  an  investment   in   a
          restricted  security, the following  will  be
          taken into account:

          1.   That each client who is known to be potentially interested
               in such type of investment or whose stated investment objectives
               are consistent with such an investment has been informed directly
               about the opportunity;

          2.   Essex has made a good faith determination as to what portion
               of such offering should be made available to each client in this
               group of accounts, based on risk/return characteristics, level of
               diversification, other investment opportunities available, etc.
               of the client's account;

          3.   All clients whose investment guidelines would permit such an
               investment have been notified of the investment opportunity and
               have responded back to Essex, in writing, of their acceptance or
               rejection of the investment; and

          4.   All doubts must be resolved in favor of offering the
               investment to the client at the expense of the affiliate's
               opportunity to invest.

          After the above four items have been resolved
          and   the  investment  opportunity  is  still
          available   to   the  affiliate,   then   the
          Designated Officer(s) must further determine:

          1.   That the affiliate's participation in the offering will not
               have a material adverse effect on the terms being offered to the
               client;

          2.   That the affiliate is participating in the offering on the
               same terms as the client and on the same terms as generally being
               offered to other prospective investors;

          3.   That the proposed transaction in no way creates any
               unfairness to any of Essex's existing clients; and

          4.   That any conflict will be resolved in favor of the client,
               even if it means the Affiliated Person is not allowed to make the
               investment.



     H.   Gifts and Endorsements

                 This  Code  of  Ethics  requires   any
          Affiliated  Person to report the  receipt  of
          any gift or other service, item, etc. of more
          than a de minimis value (currently $150) from
          any  person  or  entity per  year  that  does
          business with Essex.  This report is  due  on
          the  10th  day  of  the month  following  the
          receipt  of  such gift, service  or  item  in
          excess of the de minimis amount.


     I.   Other Securities Investments

                Essex  does  not  generally  engage  on
          behalf   of   its   clients   in   securities
          transactions   other  than  those   described
          specifically in the Code.  Nevertheless,  all
          securities  transactions  by  employees   are
          subject  to  the  principles  of  the   Code,
          whether   or   not  they  are   of   a   type
          specifically    described    herein.      All
          securities transactions should be included in
          the  monthly  reports described below.   They
          are   also   subject  to  the   pre-clearance
          procedure,  unless the Code expressly  states
          otherwise.

               The following securities transactions do
          not  require pre-clearance, but only  if  the
          Affiliated  Person  is  completely  satisfied
          that  such  an investment is consistent  with
          the  general principles of the Code, as  well
          as its specific requirements:

          *    Direct investments in obligations of the United States;
          *    Investments in commodities (not including index futures or
               currency futures or forward contracts);
          *    Direct investment in real estate (not including securities
               evidencing an interest in real estate, such as REITs);
          *    Investments in mutual funds (except as described herein);
               and
          *    Investments in FDIC-insured bank accounts or certificates of
               deposit.
          *    U. S. Depository Receipts as described in Section II(K).


     J.   Dividend Reinvestment Plans

                  Certain   Affiliated   Persons    may
          participate    in   an   issuer's    dividend
          reinvestment plan ("DRP") and may  make  cash
          contributions  to purchase additional  shares
          through  the DRP.  All such investments  must
          be  reflected  in the monthly  reports.   The
          commencement of participation  in  a  DRP  is
          subject to the pre-clearance procedure, as is
          any  cash  contribution to a DRP  (except  as
          described below).

                If an Affiliated Person intends to make
          small  cash contributions ($1,000.00 or less)
          to  an  individual DRP on a monthly (or  less
          frequent)   basis  as  part  of  an   ongoing
          personal investment program in such security,
          such  Affiliated  Person  may  pre-clear  the
          investment program as a whole and then he  or
          she  need not pre-clear each investment  made
          within the confines of such a plan.

               The termination of an investment plan as
          described    above,   the   termination    of
          participation in the DRP, and the purchase of
          shares    through   the   DRP   by   dividend
          reinvestment alone are all not subject to pre-
          clearance,  though they all must be  included
          in the monthly reports.

     K.   Exemptions

       (1)     Purchases or sales of securities may  be
          exempted from the provisions of Section II.A.
          if   the   Affiliated   Person   obtains    a
          certification from the Head Trader  that  the
          proposed  purchase or sale, or any  purchases
          or  sales  by Essex accounts in the next  few
          business  days,  are  unlikely  to   have   a
          material impact on the price of the security.

       (2)      Purchases   or  sales  of   U.S   Index
          Depository  Receipts (e.g., S & P  Depository
          Receipts - SPDR) in amounts less than $50,000
          (or  some  other  amount  as  the  Compliance
          Officer  determines) do not have to  be  pre-
          cleared.   For  transactions  in  amounts  in
          excess of $50,000 the Affiliated Person  must
          obtain  a certification from the Head  Trader
          that  the proposed purchase or sale,  or  any
          purchases or sales by Essex accounts  in  the
          next  few business days, are unlikely to have
          a  material impact on the price of the of the
          U.S. Index Depository Receipt.

                Simultaneous transactions by Affiliated
          Persons  in securities that are also held  by
          Essex  clients  at a minimum may  create  the
          appearance of a conflict of interest with the
          interests of the Essex client.  However,  the
          provisions  of  this  Code  are  designed  to
          recognize that, as a practical matter,  there
          is  little chance for a client to be  harmed,
          or  an  employee  to benefit through  "front-
          running", if purchases or sales are  made  in
          small  amounts in a large capitalized, liquid
          stock.  In making the certification necessary
          to  obtain  this exemption, the  Head  Trader
          shall  consider the market capitalization  of
          the   security,  its  average  daily  trading
          volume,   and   the   likelihood   that   the
          Affiliated  Person's  transaction,  (or   any
          potential   transactions  by   Essex   client
          accounts in the next few business days) would
          produce  a  material impact on the security's
          price.

       (3)     Trading activity through an account  for
          which the Affiliated Person does not have any
          authority  to trade or to exercise discretion
          is   not  subject  to  the  pre-clearance  or
          reporting  provisions  of  this  Code.   This
          would  include for example, Blind  Trusts  or
          brokerage   accounts  where  the   Affiliated
          Person cannot exercise trading authority.



III. Insider Trading

         All  officers  and  employees of Essex  are  subject  to
     special  rules relating to trading on the basis of material,
     nonpublic  information  -  sometimes  referred  to  "insider
     trading".  All officers and employees must read and sign the
     attached  appendix relating to Essex's policies  on  insider
     trading.


IV.  Persons to Whom this Code Applies

     A.   The requirements of this Code apply directly to all
          Affiliated Persons.  An Affiliated Person is defined as:

          1.   You
          2.   Your spouse,
          3.   Your minor children,
          4.   Any other person living with you or to whose financial
            support you contribute, and
          5.   Any account for the above categories over which you have
            discretionary authority.

     B.   Code applies to others indirectly

          The   intent   of   this   Code   cannot   be
          circumvented  by  an  Affiliated  Person   by
          providing information to a person who is  not
          described  in A. above, with the  expectation
          that   that   person  will  trade   on   such
          information.    Thus,   for    example,    an
          Affiliated Person may not provide information
          to  a  brother  or  sister  not  living  with
          him/her   with  the  expectation  that   that
          brother   or   sister  will  trade   on   the
          information.


V.   Procedural Requirements

     A.   Prior to entering any personal securities transaction the
          Affiliated Person will be required to have a Pre-clearance Form
          executed by both the Head Trader and Director of Research (as
          well as by the employee himself/herself) certifying:

          1.   There are no open orders currently pending on the trading
               desk;

          2.   That there is no interest that might result in activity in
               said security during the immediate days ahead;

          3.   That there has not been an Essex transaction during the last
               few business days;

          4.   There is not any research currently being conducted and the
               Research Director has not directed any person to perform such
               research or to the best of the Research Director's knowledge, no
               research is contemplated that might result in transaction
               activity during the immediate days ahead

          5.   That the Affiliated Person is not aware of any information
               which has not been disclosed to the Investment Committee, which,
               if it had been disclosed might have resulted in either the
               purchase or sale of a security for any of Essex's clients
               accounts; and

          6.   When the last trade by Essex occurred in such security, if
               such trade occurred in the prior five days.

          7.   That the Affiliated Person is not going to sell/cover this
               security within thirty days of this personal security
               transaction.

          Failure   to  obtain  pre-clearance   for   a
          personal  security transaction is  a  serious
          breach  of Essex's rules and will be  treated
          as  such.   Violations of  the  pre-clearance
          requirement  may  subject  the  employee   to
          disciplinary action.  Failure to obtain  pre-
          clearance may also result in the trade  being
          canceled  with the Affiliated Person  bearing
          any  losses that may occur.  Any profits that
          may  result from an unauthorized traded  will
          be donated to a charity designated by Essex.

     B.   If a previously entered Affiliated Person's transaction
          falls within the applicable blackout period, the Affiliated
          Person must contact the Compliance Officer who may, in his/her
          sole discretion, cancel the transaction prior to settlement.  If
          the transaction cannot be canceled prior to settlement, then the
          Compliance Officer may, in his/her sole discretion, require the
          Affiliated Person to disgorge any resulting profits to Essex, who
          will then donate the payment to a charity it designates.  The
          amount of any profits disgorged will be determined by the
          Compliance Officer whose decision will be final.

     C.   An Affiliated Person who is not an employee of Essex may be
          completely or partially exempted from the pre-clearance
          provisions set forth above in Section V (A) upon written
          application to the Compliance Officer demonstrating good cause
          for such exemption.  Any exemption shall be in writing, may be
          subject to such conditions as the Compliance Officer shall
          determine, and may be revoked at any time by giving written
          notice to the Affiliated Person.  If a request for exemption is
          denied or revoked, the Affiliated Person must follow the
          procedures set forth in Section V (A).  The denial or revocation
          of an exemption is a final decision.

     D.   Each Affiliate Person must submit an Initial Holdings Report
          to the Compliance Officer no later thank10 days after becoming
          affiliated with Essex.  A copy of the Initial Holdings Report is
          attached.

     E.   Each Affiliated Person must submit a monthly transaction
          report to the Compliance Officer listing the Affiliated Person's
          securities transactions for the month by the 10th day of the
          following month.  A copy of the report is attached.

     F.   Each Affiliated Person must submit an Annual Holdings Report
          to the Compliance Officer by January 31 of each calendar year.
          A copy of the Annual Holdings Report is attached.

     G.   An Affiliated Person who purchases or sells a security
          exempted under the provisions of Section II(1) is still required
          to report such securities on a monthly basis pursuant to Section
          V(E) above.

     H.   The Compliance Officer and/or the Management Committee will
          have complete and final authority to enforce this Code.


VI.  Client and Company Confidentiality

     The  services that you perform for Essex may expose  you  to
     confidential information including (but not limited to):

          1.   Information about the clients of Essex, such as client
               names, addresses, telephone numbers, personal financial data and
               other client information;

          2.   Information about Essex's client prospects;

          3.   Information regarding Essex's employees such as personal
               information, phone numbers, addresses etc.;

          4.   Information regarding Essex's legal matters, such as SEC
               inquiries or audits, legal claims or litigation, etc.;

          5.   Information relating to the performance of any client
               account or fund managed by Essex;

          6.   Information regarding clients' transactions and/or holdings;
               and

          7.   Information relating to companies visiting Essex's office.

          Such information should not be discussed with
          anyone   outside  the  company  without   the
          express  knowledge  and  permission  of   the
          management of Essex.

          All  matters  relating to Essex and  becoming
          known  to  any employee must be held  in  the
          strictest confidence.  Employees must  assume
          that  all  information relating to  Essex  is
          confidential  and should not be discussed  or
          released  to  any  outside  party  (including
          insurance  representative, attorney,  banker,
          brokers, former employees, family members, or
          friends)  without the express  knowledge  and
          permission  of  Essex's management.   Outside
          parties  who  insist on knowing  confidential
          information should be directed to management.

          Employees  also must not use or  release  any
          Essex    proprietary   information    without
          authorization.  Proprietary information would
          include  (without limitation) any information
          relating  to portfolio management  decisions,
          analysts  reports,  methods  used  to  select
          investments, etc.

          Employees  should  not discuss  any  security
          holdings   including  short  positions   with
          anyone  outside  the company.   In  addition,
          employees  should  not  discuss  with  anyone
          outside  the company any research,  analysis,
          or  pending purchase or sale of securities by
          Essex.
                            APPENDIX

STATEMENT OF POLICIES AND PROCEDURES WITH RESPECT TO THE FLOW AND
         USE OF MATERIAL NONPUBLIC (INSIDE) INFORMATION

I.   Statement of Policy

     Essex  Investment Management Company, LLC ("Essex")  forbids
     any  officer or employee from trading, either personally  or
     on  behalf  of others, including client accounts,  while  in
     possession of material nonpublic information in violation of
     the  law.  Every officer and employee must read, retain  and
     sign a copy of this Statement of Policy and Procedures.  Any
     questions regarding Essex's Policy and Procedures should  be
     referred  to  Christopher P. McConnell,  Essex's  Compliance
     Officer.

     Generally,  it is illegal to trade in securities  while  you
     are  in possession of material, nonpublic, information  that
     might  affect the value of those securities or  to  transmit
     that  information  to  anyone who may  then  trade  in  such
     security.   Because  the law of insider trading  involves  a
     number  of  complex  legal interpretations,  Essex  requires
     every  officer  or  employee to confer with  the  Compliance
     Officer   and  obtain  clearance  in  writing,  before   any
     securities   transaction  involving   perceived,   possible,
     material,  nonpublic  information  is  entered  into.    The
     Compliance  Officer will determine whether  proceeding  with
     the  proposed  transaction would involve  substantial  risks
     that  the transactions would violate the law.  Many  aspects
     of  the  implementation of the law are "gray"  and  in  this
     connection,  it is Essex's desire that all of our  employees
     operate  in  the most conservative manner, thereby  avoiding
     even  the appearance of any impropriety.  Every officer  and
     employee of Essex must follow the procedures described below
     or  risk serious sanctions, including dismissal, substantial
     personal  liability and criminal penalties,  including  jail
     sentences.


II.  INSIDE INFORMATION

General Discussion

     Federal and state securities law generally make it unlawful
          to:

          _    trade,
          _    tip, or
          _    recommend securities

     while in possession of material nonpublic information.
          These so-called "insider" trading restrictions come
          into play if such information:

          _    relates to a tender offer,
          _    has been acquired improperly, or
          _    though acquired properly, has been obtained in circumstances
            in which there is a reasonable expectation that it will not be
            used for trading purposes.

     By not  adhering  to  these  rules you  may  subject  Essex,
          yourself and your co-workers to unwanted notoriety  and
          possible  business failure.  Furthermore, violation  of
          these  restrictions may lead to civil penalties,  fines
          and even imprisonment to the violator.

III. General Prohibitions

     A.   Whether or not Rule 14e-3 (the Tender Offer Rule, described
          below) is applicable, the federal securities laws, and in
          particular, Section 10(b) of the Securities Exchange Act,
          prohibit you from trading, tipping or recommending securities if
          you possess material nonpublic information that you have reason
          to know was obtained improperly, or though properly obtained, was
          obtained in circumstances that indicate it should not be used for
          trading purposes.  In particular, you should not trade, tip or
          recommend securities if you have obtained material nonpublic
          information on a confidential basis, from an insider in breach of
          his or her duty, or through "misappropriation".


     B.   Under SEC Rule 14e-3, you may not trade, tip, or recommend
          securities of a company that is a target of a tender offer if you
          possess material nonpublic information regarding the tender
          offer.  This prohibition applies if you have reason to know that
          the information was obtained, directly or indirectly, from the
          bidder, the target or a person acting on behalf of the bidder or
          target.

          Moreover,  the  rule  applies to trading,  tipping  and
          recommendations  even before a tender  offer  has  been
          made.  A substantial step includes, for example,

          _    the formulation of a plan to make a tender offer,
          _    arranging the financing for a tender offer,
          _    preparation of tender offer materials, or
          _    commencement of negotiations with dealers to participate in
            a tender offer.

IV.  MATERIALITY

     Information  is  "material" if a reasonable  investor  would
     want  to  know it before making an investment decision.   In
     general,  information that would affect  the  value  of  the
     securities is material.  While it is impossible to list  all
     types  of  information which might be deemed material  under
     particular  circumstances,  information  dealing  with   the
     following  subjects is reasonably likely  to  be  considered
     material:

          _    earnings estimates;
          _    dividends;
          _    major new discoveries or advances in research;
          _    acquisitions, including mergers and tender offers;
          _    the sale of substantial assets;
          _    changes in debt ratings;
          _    significant write-downs of assets or additions to reserves
            for bad debts or contingent liabilities;
          _    liquidity problems;
          _    extraordinary management developments;
          _    public offerings;
          _    major price or marketing changes;
          _    labor negotiations; and
          _    significant litigation or government agency investigations.

     On  the other hand, information is generally not material if
     its  public  dissemination would not have a  market  impact.
     Since such judgments may ultimately be challenged with 20/20
     hindsight  and  the  consequences of a  wrong  decision  are
     potentially  severe,  you  should  contact  the   Compliance
     Officer  for advice if you are uncertain whether information
     you  possess is material.  Here again, it is Essex's  desire
     to   take  the  most  conservative  approach  and  hopefully
     completely avoid even the appearance of an impropriety.

V.   NON-PUBLIC

     A.   General Discussion

          Information that has not been disclosed to  the  public
          generally is "nonpublic."  To show that information  is
          public,  you  should  be able to  point  to  some  fact
          showing that it is widely available.  Information would
          generally  be deemed widely available if  it  has  been
          disclosed, for example, in:

          _    the broad tape,
          _    Reuters,
          _    daily newspapers,
          _    widely circulated public disclosure documents, such as
            prospectuses or proxies; or
          _    in certain instances, brokerage reports.

          Nonpublic information may include:

          _    information available to a select group of analysts or
            brokers or institutional investors.  However, this may not
            prohibit an analyst from taking pieces of non-public information,
            combining it with certain public information, and weaving a
            mosaic from which an investment conclusion is drawn;
          _    undisclosed facts which are the subject or rumors, even if
            the rumors are widely circulated; and
          _    information that has been specifically conveyed to you on a
            confidential basis until enough time has elapsed for the market
            to respond to a public announcement of the information.

     B.   When You Cannot Trade, Tip or Recommend Securities

          _    You cannot trade, tip or recommend securities of a target
            whenever you possess material nonpublic information acquired from
            the bidder or target or one of their agents.

          _    As noted above, outside the tender offer context, you are
            prohibited from trading, tipping, or recommending securities
            while in possession of material nonpublic information if you
            obtained the information (1) on a confidential basis from a
            client or other person, (2) from an insider in breach of his or
            her fiduciary duty, or (3) through misappropriation.

     B.   Information Obtained on a Confidential Basis

          When  the  firm  obtains information  from  an  outside
            source,  typically  a client or a  potential  client,
            with   the   expectation  that  it  will  keep   such
            information  confidential, you  are  prohibited  from
            using  that  information to trade, tip  or  recommend
            securities,  whether  or not  such  an  action  would
            involve  a  violation  of the securities  laws.   The
            expectation of confidentiality may be explicitly  set
            forth   or  implied  by  the  nature  of  the  firm's
            relationship  with the source of the information,  as
            when  the firm obtains information from an investment
            banking client.

     C.   Information Obtained though a Breach of Fiduciary Duty

          _    Even in the absence of an expectation of confidentiality,
            you are prohibited from trading, tipping or recommending
            securities on the basis of material nonpublic information
            disclosed by an insider in breach of fiduciary duty or similar
            duty.

          _    Whether an insider breaches his fiduciary duty by disclosing
            information to you is not always an easy determination to make
            and depends in large part on the purpose of the disclosure, it is
            improper for you to use that information to recommend or trade
            securities.  The "personal benefit" test is satisfied if the
            insider receives a pecuniary or reputational benefit by
            disclosing the information.

          _    Temporary insiders--You should be aware that for purposes of
            finding a breach by an "insider," the term "insider" is broadly
            defined to include not only traditional insiders, such as
            officers and directors, but also "temporary insiders."  Temporary
            insiders" include, for example, investment bankers, accountants,
            lawyers, or consultants who have entered into a relationship with
            the corporation that gives them access to information solely for
            corporate purposes.

          _    The "personal benefit" and "temporary insider" standards are
            difficult to apply in some situations.  You should contact the
            Compliance Officer if you are unsure of how these test should be
            applied in a particular case.

     E.   Information Obtained Through Misappropriation

          "Misappropriated" information is information  that  has
            been   improperly   obtained   or   though   obtained
            properly,  is  being used improperly  for  a  purpose
            contrary  to the purpose for which it was given.  For
            example,  if  a  printer, a commercial  banker  or  a
            lawyer  trades  on  the basis of  material  nonpublic
            information  entrusted to him  by  a  client,  it  is
            likely  that he will be found to have misappropriated
            the  information.  Likewise if such a person divulges
            the  information  to  you,  and  you  trade,  tip  or
            recommend  securities, you may be found liable  as  a
            "tippee"   with   respect  to   the   misappropriated
            information.   For  this reason, absent  approval  by
            the  Compliance  Officer  on  the  basis  of  a  full
            exploration  of  the  facts,  you  cannot   in   such
            circumstances  trade,  tip  or  make  recommendations
            regarding the affected securities.

     F.   Qualification on Prohibition

          _    Improper disclosures should be distinguished from the
            situation in which company officers routinely answer questions
            from you about previously-issued press releases, earnings
            reports, regulatory filings, or otherwise help you to fill in the
            gaps of your analysis.

          _    In brief, you are not prohibited from using information
            obtained legitimately through your own analysis or appropriate
            investigative efforts, if you are satisfied that the disclosure
            of such information to you was not unlawful.

     G.   Possession vs. Use

          _    The "possession" test has been adopted in the Exchange Act,
            Rule 14e-3, relating to tender offers.  The treble damage penalty
            of the Insider Trading Sanctions Act ("ITSA") as well as the
            damage provisions of the Insider Trading and Securities Fraud
            Enforcement Act of 1988, explicitly apply to persons who
            "possess" material nonpublic information.

          _    However, under Section 10(b) there is a conflict. While the
            SEC argues that "possession" rather than "use" is the appropriate
            standard, language in some court decisions appears to support the
            "use test."  That is, the requirement that the material non-
            public information has been a factor  (i.e., has been used) in
            the decision to buy or sell.  To deal with the potentially
            difficult proof problem, however, courts create a rebuttable
            presumption that trading is caused by possession of the
            information where the information is both material and non-
            public.

          _    It is, therefore, very important to document that one's
            purchase or sale decision or recommendation was based on
            legitimate investigatory work and was not based on material non-
            public information.  While such a demonstration may not provide
            an absolute defense to all charges, it can support the argument
            that there can be no breach of duty to support a fraud charge
            under Section 10(b) unless the defendants used the improper
            information.

VI.  SCIENTER

     _    The Supreme Court has held that to prove a violation of
       Section 10(b), a plaintiff (whether the government or a private
       plaintiff) must prove "scienter."  The Court defined scienter as
       an "intent to deceive, manipulate or defraud," but also stated
       that it embraces "knowing" misconduct and reserved the issue
       whether it includes recklessness.  Lower courts have held that in
       most cases recklessness satisfies the scienter requirement of
       Section 10(b).

     _    There is some uncertainty about exactly how the scienter
       requirement  fits into insider trading cases.   Under  the
       possession test, it would appear sufficient if the insider knew
       (or  was reckless in not knowing) that the information was
       material and nonpublic.  Under the fiduciary duty/fraud theory,
       however, it is not enough that the insider trade on the basis of
       information that is material and nonpublic.  Insider trading is
       not actionable unless the person trades in breach of a fiduciary
       duty  owed to the other party in the transaction.  In this
       situation, the interpretation most consistent with the Court's
       theory is that the insider must know of (or be reckless in not
       knowing) the facts that made the trade a breach of duty to the
       other party in the transaction.  Under the misappropriation
       theory, the insider must know (or be reckless in not knowing) the
       facts that make the trade a breach of duty owned to someone other
       than the other party to the transaction.

     _    Scienter generally arises as an issue in tippee cases.  Even
       under the possession test, it was necessary to show that the
       tippee knew (or at least should have known) that the information
       was material and nonpublic.  Dirks, however, adds the further
       requirement that the tippee "[know] or should know that there has
       been a breach."  As one district court stated, to prove that a
       tippee acted with scienter, the plaintiff must prove that he/she"
       knew  or had reason to know that [the tipper] communicated
       material, nonpublic information for direct or indirect personal
       gain  .  .  . ."  The "should know" and "reason  to  know"
       formulations are curious since they are more akin to a negligence
       formulation than a recklessness standard.


VII. FRONT-RUNNING RESTRICTIONS

     _    The purchase or sale of securities while in possession of
       material non-public information concerning block transactions in
       those securities is known as "front-running."

     _    Trading before a research recommendation is announced or
       before its market impact has been felt is also known as "front-
       running."  It has been interpreted to violate the requirements of
       the Exchanges and the NASD that brokers adhere to just and
       equitable principles of trade.


VIII.     COMPLIANCE WITH THESE GUIDELINES

     _     These  guidelines will be distributed to  all  present
       employees  and to all new employees at the time  of  their
       employment.  The guidelines will be acknowledged by all employees
       in writing. From time to time they will be re-circulated and
       revised in light of new developments.

     _    If there is any unresolved question in your mind as to the
       applicability and interpretation of these guidelines or the
       propriety of any desired action, the matter must be discussed
       with the Compliance Officer prior to trading or disclosure of the
       information.
                       ACKNOWLEDGMENT FORM
             To be completed by all Essex employees

TO: Compliance Officer

FROM: __________________________

DATE: ___________________________

SUBJECT:  Acknowledgment Form - Essex Code of Ethics



I acknowledge that I have received, read, understood and I hereby
assure that I will comply with Essex Investment Management
Company, LLC's Code of Ethics.



     NAME                            DATE


                PRE-CLEARANCE AUTHORIZATION FORM


TO: Compliance Officer

FROM: __________________________

DATE: ___________________________

SUBJECT:  Proposed Personal Security Transactions

I am currently considering a buy/sell, long/short transaction
involving ____________ shares of the following security:
Symbol: ____________________________________________________________


In an attempt to avoid a conflict of interest or even the
  appearance of a conflict of interest,
  I hereby certify that there are not any open orders currently
  pending for the above-referenced
  security.  In addition, I am not aware of any interest that might
  result in any activity in the above-
  referenced security during the immediate days ahead.  Lastly, I
  hereby confirm there has been no
  activity during the prior three business days (and up to the time
  I sign this form) by any of our
  clients.



     Head Trader               Time              Date

I  hereby certify that, to the best of my knowledge, there is not
any  research  currently being conducted and I have not  directed
any  person  to  perform  such research  which  might  result  in
transaction activity in the above-referenced security during  the
immediate days ahead.



Director of Research,                            Date
President, Compliance
 Officer or Chairman

Pursuant to section II. J. of the Code of Ethics, I certify  that
the  above  contemplated transaction is in a large, liquid  stock
with  high  trading  volume and whose purchase  or  sale  by  the
employee  will  not impact the stock.  Further,  any  current  or
subsequent  purchase  or  sale by Essex would  not  generally  be
expected to impact the stock and thereby benefit the employee.



     Head Trader               Time              Date

Based  upon the above certifications, I have determined  that  my
transaction  activity  will  not conflict  with  any  transaction
placed  or  contemplated on behalf of Essex clients.   I  certify
that  I  will not sell/cover this security within thirty days  of
this transaction.  Beyond this, I do not believe there to be even
the  appearance of a possible conflict of interest.  In addition,
I am not aware of any information which has not been disclosed to
the  Investment Committee, which, if it had been disclosed  might
have  resulted in either the purchase or sale of a  security  for
any  of Essex's clients accounts.  Further, I understand that  in
the  event  that a subsequent transaction occurs which would,  in
the  opinion  of the Compliance Officer, create or  result  in  a
conflict  of  interest  or  the appearance  of  a  conflict,  the
Compliance   Officer   may  require  the   cancellation   of   my
transaction.



      Employee                                   Date

               PERSONAL SECURITIES HOLDINGS REPORT
        (For use as an Initial or Annual Holdings Report)

Pursuant to Section V.D. or V.F. of the Code, please list all
securities accounts and securities holdings for each securities
account in which you or any Affiliated Person as listed in
Section IV has a beneficial interest.  You do not need to list
those securities that are exempt pursuant to Section II.I.

     Is this an Initial or Annual Report?
     _________________________
     Name of Affiliated Person:
      _________________________
     Name of Account Holder:            _________________________
     Relationship to Affiliated Person:
      _________________________

SECURITIES HOLDINGS:

Attach to this Report your most recent account statement and/or
list securities held below:

     Security Name       Quantity  Principal Amount
Broker/Dealer/Bank

1.

2.

3.

4.

(Attach separate sheets as necessary)

SECURITIES ACCOUNTS:

     Account Name   Account # Date Acct. Opened
Broker/Dealer/Bank

1.

2.

3.

4.

(Attach separate sheets as necessary)

I certify that this Report and the attached statements (if any)
constitute all the securities accounts and securities that must
be reported pursuant to this Code.

________________________                     _______________________
Affiliated Person Signature(s)                 Print Name(s)
Date
<PAGE>

                                           Exhibit p.5
  				           -------------

     POLICY STATEMENT AND PROCEDURES OF FIRST QUADRANT, L.P.
    REGARDING MATERIAL INSIDE INFORMATION AND INSIDER TRADING








                           August 2000
     POLICY STATEMENT AND PROCEDURES OF FIRST QUADRANT, L.P.
    REGARDING MATERIAL INSIDE INFORMATION AND INSIDER TRADING




I.   Policy Statement

     First  Quadrant, L.P. ("First Quadrant") takes the  position
     that  strict  adherence to the Securities  Exchange  Act  of
     1934,  as  amended, the Investment Advisers Act of 1940,  as
     amended,   and   the   rules  and  regulations   promulgated
     thereunder, is in the best interests of First Quadrant,  its
     clients  and prospective clients ("Clients"), its employees,
     the   security  industry  and  the  investing   public.   In
     particular, First Quadrant believes that misuse of material,
     non-public  information  in the  trading  of  securities  is
     detrimental  to  the securities industry and  the  investing
     public.  Therefore,  First Quadrant maintains  and  enforces
     written policies and procedures, reasonably designed  taking
     into  consideration the nature of First Quadrant's business,
     to prevent the misuse of material, non-public information by
     First  Quadrant or any limited partner or employee of  First
     Quadrant.

     No  First  Quadrant  limited partner or employee  shall  (i)
     purchase  or sell either personally or on behalf  of  others
     (such  as  private accounts managed by First Quadrant),  any
     security   while  in  possession  of  material,   non-public
     information   or   (ii)  communicate  material,   non-public
     information  to  others  except  with  the  consent  of  the
     Compliance  Officer  and  after  due  consideration  of  the
     appropriateness of such communication. This  policy  applies
     to  every  limited  partner  and  employee  and  extends  to
     activities  within  and  outside  their  duties   at   First
     Quadrant.  Every  limited partner and  employee  must  read,
     become  familiar with, acknowledge receipt of and  retain  a
     copy  of  this  Policy  Statement and  Procedures  of  First
     Quadrant,  L.P.  Regarding Material Inside  Information  and
     Insider Trading ("Procedures").


II.  Criminal Acts and Anti-Fraud Provisions

     Purchasing  or  selling a security while  in  possession  of
     material,  nonpublic  information or communication  of  such
     information  in connection with a transaction in  securities
     may  constitute  a  criminal  act  and  subject  the  person
     committing such violation to criminal and civil sanctions.

     Section  206  of  the Investment Advisers Act  of  1940,  as
     amended   ("Advisers  Act"),  contains  general   anti-fraud
     provisions  applicable to all investment  advisers.  Section
     17(a)*   of   the  Securities  Act  of  1933,   as   amended
     ("Securities   Act"),  Section  10(b)*  of  the   Securities
     Exchange Act of 1934, as amended ("Exchange Act"), and  Rule
     10(b)-5* thereunder contain additional anti-fraud provisions
     applicable in connection with every purchase or  sale  of  a
     security.

     *See Appendix A
     The  anti-fraud  provisions of the Securities  Act  and  the
     Exchange  Act  encompass  the  defrauding  of  any   person,
     directly  or indirectly, in connection with the purchase  or
     sale of any security.

     The Insider Trading and Securities Fraud Enforcement Act  of
     1988  has  added new Sections 20A* and 21A* to the  Exchange
     Act  and  amended  Section  32*  of  the  Exchange  Act   to
     significantly increase the civil and criminal penalties  for
     misuse of inside information. * See Appendix A


III. Procedures  Applicable to Limited Partners and Employees  of
     First Quadrant

     A.Definitions  -  These  Procedures  set  forth   guidelines
       regarding  the duty of each limited partner  and  employee
       of  First  Quadrant  to  avoid  professional  or  personal
       investment   transactions   which   would   constitute   a
       prohibited  activity and to comply with  First  Quadrant's
       policy  regarding material inside information and  insider
       trading.  For purposes of these Procedures, the  following
       definitions shall apply:

       1."Advisory  Representative" means any limited partner  or
          employee  of  First  Quadrant; any limited  partner  or
          employee who makes any recommendation, who participates
          in  the determination of which recommendation shall  be
          made,  or  whose  functions or  duties  relate  to  the
          determination  of which recommendation shall  be  made;
          any limited partner or employee who, in connection with
          his  duties,  obtains any information concerning  which
          securities are being recommended prior to the effective
          dissemination  of  such  recommendations  or   of   the
          information concerning such recommendations; and any of
          the following persons who obtain information concerning
          securities recommendations being made by First Quadrant
          prior   to   the   effective  dissemination   of   such
          recommendations  or of the information concerning  such
          recommendations:   (i)  any   person   in   a   control
          relationship  to  First Quadrant, (ii)  any  affiliated
          person  of  such  controlling  person  and  (iii)   any
          affiliated person of such affiliated person (Rule  204-
          2(a)(12)(A)).

       2."Security" means any note, stock, treasury stock,  bond,
          debenture,  evidence  of indebtedness,  certificate  of
          interest   or   participation  in  any   profit-sharing
          agreement,         collateral-trust        certificate,
          preorganization     certificate    or     subscription,
          transferable  share, investment contract,  voting-trust
          certificate,  certificate of deposit  for  a  security,
          fractional  undivided interest in oil,  gas,  or  other
          mineral  rights,  any  put, call, straddle,  option  or
          privilege  on any security (including a certificate  of
          deposit) or any group or index of securities (including
          any interest therein or based on the value thereof), or
          any   put, call, straddle, option or privilege  entered
          into  on  a  national securities exchange  relating  to
          foreign  currency,  or, in general,  any  interest   or
          instrument  commonly  known as  a  "security,"  or  any
          certificate of interest or participation in,  temporary
          or  interim certificate for, receipt for, guaranty  of,
          or  warrant or right to subscribe to or purchase any of
          the foregoing.

       3.A  security is "under consideration for recommendation,"
          with  respect  to the person making the recommendation,
          when   such  person  is  considering  making   such   a
          recommendation.

       4."Purchase  or sale of a security" includes, among  other
          things, the writing of an option to purchase or sell  a
          security  or entering into any other contract  for  the
          purchase or sale of such security, whether or not  such
          contract is conditioned upon intervening events.

       5."Chief  Compliance  Officer" and  "Assistant  Compliance
          Officer"  means  the person or persons designated  from
          time  to time by the limited partners of First Quadrant
          to  receive reports pursuant to Section III.E. of  this
          procedure.

       6."Inside   Information"   is  information   directly   or
          indirectly  pertaining to a company that has  not  been
          publicly  disclosed. Information received with  respect
          to  a company under circumstances that indicate that it
          is  not yet in general circulation should be deemed  to
          be    inside   information.   Facts   indicating   that
          information   is  generally  available   include,   for
          example,  the  announcement of the information  on  the
          broad  tape  or by Reuters, The Wall Street Journal  or
          trade publications.

       7."Material  Inside Information" is any Inside Information
          about  a company, the dissemination of which is  likely
          to  affect  the  market price of any of  the  company's
          securities  or is likely to be considered of importance
          by reasonable investors in determining whether to trade
          in   such  securities.  Inside  Information  should  be
          presumed  "Material" if it relates to such  matters  as
          (but   is  not  limited  to)  significant  changes   in
          financial  condition,  proposed dividend  increases  or
          decreases,   significant  deviations   from   analysts'
          earnings  estimates, significant changes in  previously
          released earnings estimates by the company, significant
          expansion  or curtailment of operations, a  significant
          increase  or decline of orders, significant  merger  or
          acquisition  proposals or agreements,  significant  new
          products   or  discoveries,  extraordinary   management
          developments or purchase or sale of substantial assets.
          Information   concerning  any  changes  of   the   type
          described  in  the  preceding sentence,  even  if  such
          change  is  not significant, may also be "Material"  in
          some instances.

       8. "Material   Information"  generally   is   defined   as
          information for which there is a reasonable  likelihood
          that  a  reasonable  investor would  consider  it  when
          making  his or her investment decisions, or information
          that  is  reasonably likely to have an  effect  on  the
          price of a company's securities.

         Material  information does not have to be obtained  from
          an  insider  of  the company to which such  information
          pertains. For example, in Carpenter v. U.S.,  108  U.S.
          316  (1987),  the Supreme Court considered as  material
          certain information about the contents of a forthcoming
          newspaper column that was expected to affect the market
          price  of  a  security. In that  case,  a  Wall  Street
          Journal  reporter  was  found  criminally  liable   for
          disclosing to others the dates that reports on  various
          companies would appear in the Journal and whether those
          reports would be favorable or not.

     B.Prohibited Purchases and Sales

       No  Advisory  Representative shall  cause  or  permit  the
       purchase  or sale, directly or indirectly, of any security
       in  which  he  has,  or  by  reason  of  such  transaction
       acquires,  any  direct  or indirect beneficial  ownership*
       and  which  to  his actual knowledge at the time  of  such
       purchase or sale:

       (i)    is being recommended to a First Quadrant Client;
       (ii)   is under consideration for such recommendation;
       (iii)  is being purchased or sold by a Client;
       (iv)   is  being purchased or sold by First  Quadrant  on
              behalf of a Client; or
       (v)    is being purchased or sold by First Quadrant.


       *    See Appendix B

     C.Material Inside Information

       Although, to supplement its own research and analysis,  to
       corroborate  data compiled by its staff  and  to  consider
       the  views  and information of others in arriving  at  its
       investment decisions, First Quadrant, consistent with  its
       efforts  to secure best price and execution, may  allocate
       brokerage  business to those broker-dealers in a  position
       to  provide  such  services, it is  the  policy  of  First
       Quadrant  not  to  allocate brokerage in consideration  of
       the  furnishing of Material Inside Information  and  First
       Quadrant  limited partner and employees, when recommending
       the   allocation   of   brokerage  to  broker-dealers   or
       otherwise,  should not give consideration to any  Material
       Inside Information furnished by any broker-dealer.

       First  Quadrant's limited partners and employees  have  no
       obligation  to  its  Clients  that  would  require   First
       Quadrant or its limited partners or employees to trade  or
       recommend   trading  on  the  basis  of  Material   Inside
       Information  in  its  possession. Such person's  fiduciary
       responsibility  to  First  Quadrant's  Clients  does   not
       require  that  they disregard the limitations  imposed  by
       the Federal Securities Laws, particularly Rule 10b-5.*

       Whenever  a limited partner or employee of First  Quadrant
       receives Material Inside Information about a company  that
       is  not  public, he should not trade or recommend  trading
       on   the  basis  of  such  information  or  divulge   such
       information  to  persons  other than  the  First  Quadrant
       Chief  Compliance Officer until he/she is  satisfied  that
       the  information is public. If he/she has any question  at
       all  as  to whether the information is material or whether
       it  is  inside  and  not public information,  he/she  must
       resolve   the   question  or  questions  before   trading,
       recommending trading or divulging the information.

       Any question as to the applicability or interpretation  of
       the  foregoing standards or the propriety of  any  desired
       action,  must  be  discussed  with  the  Chief  Compliance
       Officer  prior  to trading or recommending  trading  of  a
       security.


       *  Court  and  SEC  administrative decisions  interpreting
       Rule  10b-5 promulgated under the Securities Exchange  Act
       of  1934  make  it  unlawful for any person  to  trade  or
       recommend  trading in securities on the basis of  Material
       Inside Information.

     D.Nondisclosure of Client Information

       No  limited  partner or employee of First  Quadrant  shall
       disclose  the  identity, investments, portfolio  positions
       or   transactions   or   other   confidential   investment
       information  regarding any Client unless  such  disclosure
       has  been  approved by the Chief Compliance Officer.  This
       prohibition shall not apply to any disclosure required  by
       law.   However,  notification  to  the  Chief   Compliance
       Officer   must   be  made  prior  to  any  disclosure   of
       information.

     E.Reports on Securities Transactions

       A  list  of securities in which First Quadrant has engaged
       in  transactions  on  behalf of its  clients  ("Restricted
       List")   is   generated  daily  by  the   Equity   Trading
       Department.  No  limited  partner  or  employee  of  First
       Quadrant,  their family members, or trusts of  which  they
       are  trustees or in which they have a beneficial  interest
       (see  Appendix  B) may purchase or sell any securities  on
       this  Restricted List for three days after  such  security
       has  been  placed  on the Restricted List.  Prior  to  any
       purchase or sale of a security, every limited partner  and
       employee  of  First  Quadrant  must  obtain  written  pre-
       clearance  of  such  transaction  from  the  Director   of
       Trading  using the Personal Securities Trade Authorization
       Form.   The  original  must  be  forwarded  to  the  Chief
       Compliance  Officer.  In the case of transactions  on  the
       part  of  the  Director of Trading, the  Chief  Compliance
       Officer  must  sign the written pre-clearance  before  the
       transaction  is executed. An approved Personal  Securities
       Trade  Authorization  Form  is  effective  for  only   one
       trading day at a time.  The specific trading date will  be
       so  noted  on  the form at the time of approval.   If  the
       trade  is  not  executed by a broker  on  that  particular
       trading  day and the limited partner or employee wants  to
       execute  the trade on a subsequent trading day  they  must
       obtain  a  new  approved  form.  This  policy  effectively
       prohibits  the use of "good till cancelled"  limit  orders
       of  any  kind.  Limit orders involving same day  execution
       are permissible.

       Every  limited  partner and employee  shall  instruct  his
       broker(s)  to  send a duplicate monthly statement  to  the
       Chief  Compliance Officer, which statement will  minimally
       state  the  trade  and  settlement  dates,  the  name   of
       security traded, the type of transaction and the price  of
       the security.

       In  addition,  every  Advisory Representative  shall  file
       with  the  Chief  Compliance  Officer  a  report  of   the
       information   required   by   the   Personal    Investment
       Transaction  Report  (Appendix  C)  with  respect   to   a
       transaction   in   a  security  in  which   the   Advisory
       Representative  has  or acquires any  direct  or  indirect
       beneficial interest. An Advisory Representative shall  not
       be  required to make a report with respect to transactions
       in  securities which are direct obligations of the  United
       States  or  are  issued  by open-end investment  companies
       (mutual  funds). Notwithstanding anything  herein  to  the
       contrary,  an Advisory Representative shall,  however,  be
       required to make a report with respect to transactions  in
       securities  of any mutual fund which is managed  by  First
       Quadrant  or to which First Quadrant acts as an investment
       adviser.  Any report filed pursuant hereto may  contain  a
       statement   declaring   that   the   reporting   of    any
       transactions  shall not be construed as an admission  that
       the  Advisory  Representative has any direct  or  indirect
       beneficial  ownership in the security. Every report  shall
       be  made  not  later than 10 days after  the  end  of  the
       calendar month in which the transaction was effected.

       If  no  transactions  have  been  entered  into  during  a
       calendar   quarter,  a  Personal  Securities   Transaction
       Report  must  be  completed, stating that no  transactions
       occurred during that quarter.

       The  Chief  Compliance Officer shall compare the  personal
       securities  transactions  as  reported  on  the   broker's
       monthly  statement and the Personal Investment Transaction
       Reports  with the Restricted Lists to determine whether  a
       violation  of this procedure may have occurred. If  he/she
       believes that a violation may have been committed  by  any
       person,  the  Chief  Compliance Officer  shall  give  such
       person  an  opportunity  to supply additional  explanatory
       material.

       If  the Chief Compliance Officer believes that a violation
       of  this Procedure has or may have occurred, he/she  shall
       submit  their determination in writing, together with  the
       duplicate  monthly statement of the broker,  the  Personal
       Securities   Transaction   Report   and   any   additional
       explanatory    material   provided   by   the    reporting
       individual,   to   the  Management  Committee   of   First
       Quadrant,  which  shall make an independent  determination
       of  whether a violation has occurred.  Except as  required
       by  law,  information provided by the reporting individual
       may  only be disclosed to the Chief Compliance Officer and
       the Management Committee of First Quadrant.

       The  duplicate  monthly statement of the  broker  and  the
       Personal  Investment  Transaction  Reports  of  the  Chief
       Compliance  Officer  shall  be  reviewed  by   the   Chief
       Executive  Officer, who shall act in all respects  in  the
       manner   prescribed  herein  for  the   Chief   Compliance
       Officer.

       The  Chief  Compliance Officer shall review the securities
       transaction  for  each Advisory Representative  quarterly.
       After  such quarterly review, the Chief Compliance Officer
       will  complete  a  Review Certificate  for  each  Advisory
       Representative.

       On   an  annual  basis,  each  limited  partner,  Advisory
       Representative and employee will be asked to update  their
       current   outside   brokerage  accounts,   including   the
       disclosure  of other investments not held at  a  brokerage
       firm,   e.g.,  participation  in  a  limited  partnership,
       private  placements, joint ventures,  etc.   Additionally,
       all  individuals  will be asked to disclose  whether  they
       are   an  owner,  director,  officer  or  partner  of   an
       organization unaffiliated with the firm.

IV.  Enforcement of the Procedures

     The  following  procedure  is  hereby  established  for  the
     enforcement of this Procedure:

     A  copy of this Procedure shall be delivered to each limited
     partner and employee of First Quadrant. Each limited partner
     and  employee  of  First Quadrant shall certify  in  writing
     (Appendix E) to First Quadrant annually:

     (a)    That  he  or  she  is  in  compliance  with  the
            requirements of this Procedure;
     (b)    That  to his or her knowledge, he or she  has  no
            beneficial   interest  in  any  brokerage  or   securities
            account other than as set forth in such certificate.


V.   Sanctions

     Upon  determination that a violation of this  Procedure  has
     occurred,  the  Management Committee of First  Quadrant  may
     impose  the  following sanctions as appropriate.  The  first
     violation  will  result  in  a  verbal  warning.  A   second
     violation  will  result in a written warning,  with  a  copy
     placed  in your personal file. A third violation will result
     in  First  Quadrant restricting you in writing from  opening
     any new positions for one month from the date the letter  is
     written.  Continued violations beyond the scenario presented
     may lead to termination of employment.


VI.  Recordkeeping

     First  Quadrant shall maintain in an easily accessible place
     a  copy  of  this  Procedure. Copies of (I) Annual  Code  of
     Ethics  Certifications  filed by all  limited  partners  and
     employees   of   First  Quadrant,  (ii)   broker's   monthly
     statements,  (iii) Personal Securities Trade  Authorizations
     Reports, (iv) Personal Securities Transaction Reports  filed
     by   Advisory  Representatives,  and  (v)  records  of   any
     violations  of  this Procedure and of any  action  taken  in
     connection therewith by the Management Committee shall  also
     be  maintained in an easily accessible place for a period of
     at least six (6) years from the date thereof.


VII. Review of Procedures

     The  Chief Compliance Officer will review these policies and
     procedures  at  least  annually  to  ensure  continuity   of
     compliance  under  the current state of  the  law  regarding
     insider trading.


VIII.     Annual Reports to Management

     On  an  annual  basis,  the  Chief Compliance  Officer  will
     prepare  a  written  report to the Management  Committee  of
     First Quadrant setting forth the following:

       1. A  summary of existing procedures to detect and  prevent
          insider trading;
       2. Full  details  of any investigation, either internal  or
          by  a  regulatory  agency,  of  any  suspected  insider
          trading and the results of such investigation;
       3. An   evaluation  of  the  current  procedures  and   any
          recommendations for improvement; and
       4. A    description   of   First   Quadrant's    continuing
          educational   program   regarding   insider    trading,
          including  the  dates of such programs since  the  last
          report to management.
<PAGE>

                           APPENDIX A


                      ANTI-FRAUD PROVISIONS

     SEC. 206 of the Investment Advisers Act of 1940.

     It  shall be unlawful for any investment adviser, by use  of
     the  mails  or  any means or instrumentality  of  interstate
     commerce, directly or indirectly-

       (1)to  employ  any  device, scheme,  or  artifice  to
          defraud any client or prospective client;

       (2)to  engage in any transaction, practice, or course
          of  business  which operates as a fraud or deceit  upon
          any client or prospective client;

       (3)acting as principal for his own account, knowingly
          to sell any security to or purchase any security from a
          client,  or  acting as broker for a person  other  than
          such  client, knowingly to effect any sale or  purchase
          of any security for the account of such client, without
          disclosing  to  such  client  in  writing  before   the
          completion of such transaction the capacity in which he
          is  acting  and obtaining the consent of the client  to
          such  transaction. The prohibitions of  this  paragraph
          (3)  shall not apply to any transaction with a customer
          of  a broker or dealer if such broker or dealer is  not
          acting  as  an investment adviser in relation  to  such
          transaction;

       (4)to  engage  in  any act, practice,  or  course  of
          business    which   is   fraudulent,   deceptive,    or
          manipulative. The Commission shall, for the purposes of
          this paragraph (4) by rules and regulations define, and
          prescribe  means reasonably designed to  prevent,  such
          acts,  practices,  and  courses  of  business  as   are
          fraudulent, deceptive, or manipulative.


     SEC. 17 of the Securities Act of 1933.

      (a)It  shall be unlawful for any person in the offer
       or  sale  of  any securities by the use of  any  means  or
       instruments   of   transportation  or   communication   in
       interstate  commerce or by the use of the mails,  directly
       or indirectly

       (1)  to  employ  any  device, scheme,  or  artifice  to
            defraud, or

       (2)  to obtain money or property by means of any untrue
            statement  of  a   material fact  or any   omission  to
            state   a material fact necessary in order to make  the
            statements  made,  in  the light of  the  circumstances
            under which they were made, not misleading, or

       (3)  to  engage in any transaction, practice, or course
            of  business which operates or would operate as a fraud
            or deceit upon the purchaser...


     SEC. l0(b) of the Securities Exchange Act of 1934.

     It shall be unlawful for any person, directly or indirectly,
     by  the  use  of any means or instrumentality of  interstate
     commerce or of the mails, or of any facility of any national
     securities exchange

     (b)to use or employ, in connection with the purchase
       or   sale   of  any  security  registered  on  a  national
       securities  exchange or any security  not  so  registered,
       any  manipulative  or deceptive device or  contrivance  in
       contravention  of  such  rules  and  regulations  as   the
       Commission  may  prescribe as necessary or appropriate  in
       the public interest or for the protection of investors.


     RULE 10(b)-5 pursuant to the Securities Exchange Act of 1934

     It shall be unlawful for any person, directly or indirectly,
     by  the  use  of any means or instrumentality of  interstate
     commerce,  or  of  the  mails, or of  any  facility  of  any
     national securities exchange

       (1) to  employ  any  device, scheme,  or  artifice  to
           defraud,

       (2) to make any untrue statement of a material fact or
           to  omit to state a material fact necessary in order to
           make   the  statements  made,  in  the  light  of   the
           circumstances   under  which  they   were   made,   not
           misleading, or

       (3) to  engage  in  any act, practice,  or  course  of
           business which operates or would operate as a fraud  or
           deceit upon any person, in connection with the purchase
           or sale of any security.


     SEC. 20A of the Securities Exchange Act of 1934

     (a)Private Rights of Action Based on Contemporaneous
        Trading.  Any  person who violates any provision  of  this
        title   or   the   rules  or  regulations  thereunder   by
        purchasing  or  selling a security while in possession  of
        material,  nonpublic information shall  be  liable  in  an
        action  in  any  court  of competent jurisdiction  to  any
        person  who, contemporaneously with the purchase  or  sale
        of  securities that is the subject of such violation,  has
        purchased  (where such violation is based  on  a  sale  of
        securities) or sold (where such violation is  based  on  a
        purchase of securities) securities of the same class.

     (b)Limitations on Liability.

       (1)Contemporaneous Trading Actions Limited to  Profit
          Gained  or  Loss Avoided. The total amount  of  damages
          imposed  under  subsection (a)  shall  not  exceed  the
          profit  gained  or loss avoided in the  transaction  or
          transactions that are the subject of the violation.

       (2)Offsetting  Disgorgements Against  Liability.  The
          total  amount  of  damages imposed against  any  person
          under  subsection  (a)  shall  be  diminished  by   the
          amounts,  if  any, that such person may be required  to
          disgorge,  pursuant to a court order  obtained  at  the
          instance  of  the  Commission, in a proceeding  brought
          under section 21(d) of this title relating to the  same
          transaction or transactions.

       (3)Controlling Person Liability. No person  shall  be
          liable under this section solely by reason of employing
          another  person who is liable under this  section,  but
          the  liability  of  a  controlling  person  under  this
          section shall be subject to 20(a) of this title.

       (4)Statute  of Limitations. No action may be  brought
          under this section more than 5 years after the date  of
          the  last  transaction  that  is  the  subject  of  the
          violation.

     (c)Joint and Several Liability for Communicating. Any
        person  who  violates any provision of this title  or  the
        rules   or   regulations   thereunder   by   communicating
        material,  nonpublic  information  shall  be  jointly  and
        severally  liable under subsection (a) with,  and  to  the
        same  extent  as,  any  person  or  persons  liable  under
        subsection (a) to whom the communication was directed.

     (d)Authority Not to Restrict Other Express or Implied
        Rights  of  Action.  Nothing  in  this  section  shall  be
        construed  to limit or condition the right of  any  person
        to  bring an action to enforce a requirement of this title
        or the availability of any cause of action implied from  a
        provision of this title.

     (e)Provision Not to Affect Public Prosecutions. This
        section  shall  not be construed to bar or  limit  in  any
        manner  any  action  by  the Commission  or  the  Attorney
        General  under  any  other provision of  this  title,  nor
        shall  it bar or limit in any manner any action to recover
        penalties,   or   to  seek  any  other   order   regarding
        penalties.


     SEC. 21A of the Securities Exchange Act of 1934

     (a)Authority to Impose Civil Penalties.

       (1) Judicial   Actions   by  Commission   Authorized.
           Whenever  it  shall appear to the Commission  that  any
           person has violated any provision of this title or  the
           rules  or  regulations  thereunder  by  purchasing   or
           selling  a  security while in possession  of  material,
           nonpublic  information  in, or has  violated  any  such
           provision   by   communicating  such   information   in
           connection  with,  a  transaction  on  or  through  the
           facilities of a national securities exchange or from or
           through a broker or dealer, and which is not part of  a
           public  offering by an issuer of securities other  than
           standardized options, the Commission:

 (A) may  bring  an  action in a United States district  court  to
     seek  and  the  court shall have jurisdiction to  impose,  a
     civil  penalty  to be paid by the person who committed  such
     violation; and

 (B) may,  subject  to  subsection (b)(l) bring  an  action  in  a
     United  States district court to seek, and the  court  shall
     have jurisdiction to impose, a civil penalty to be paid by a
     person  who,  at  the  time  of the  violation  directly  or
     indirectly   controlled  the  person  who   committed   such
     violation.

       (2)Amount   of  Penalty  for  Person  who  Committed
          Violation.  The  amount of the  penalty  which  may  be
          imposed  on  the  person who committed  such  violation
          shall  be determined by the court in light of the  fact
          and circumstances, but shall not exceed three times the
          profit  gained  or  loss avoided as a  result  of  such
          unlawful purchase, sale, or communication.

       (3)Amount  of  Penalty  for Controlling  Person.  The
          amount  of  the  penalty which may be  imposed  on  any
          person  who, at the time of the violation, directly  or
          indirectly  controlled the person  who  committed  such
          violation, shall be determined by the court in light of
          the  facts and circumstances, but shall not exceed  the
          greater of $1,000,000 or three times the amount of  the
          profit  gained  or  loss avoided as a  result  of  such
          controlled   person's  violation.  If  such  controlled
          person's  violation was a violation  by  communication,
          the  profit gained or loss avoided as a result  of  the
          violation  shall, for purposes of this paragraph  only,
          be  deemed to be limited to the profit gained  or  loss
          avoided by the person or persons to whom the controlled
          person directed such communication.

     (b) Limitations on Liability.

       (1)Liability  of Controlling Persons. No  controlling
          person  shall be subject to a penalty under  subsection
          (a)(l)(B) unless the Commission establishes that:

 (A) such  controlling  person knew or recklessly disregarded  the
     fact that such controlled person was likely to engage in the
     act  or  acts constituting the violation and failed to  take
     appropriate  steps to prevent such act or acts  before  they
     occurred; or

 (B) such  controlling  person knowingly or recklessly  failed  to
     establish,  maintain,  or enforce any  policy  or  procedure
     required  under section 15(f) of this title or section  204A
     of  the  Investment Advisers Act of 1940  and  such  failure
     substantially contributed to or permitted the occurrence  of
     the act or acts constituting the violation.

       (2)Additional  Restrictions on Liability.  No  person
          shall  be  subject  to a penalty under  subsection  (a)
          solely  by  reason of employing another person  who  is
          subject to a penalty under such subsection, unless such
          employing  person  is  liable as a  controlling  person
          under  paragraph (1) of this subsection. Section  20(a)
          of   this  title  shall  not  apply  to  actions  under
          subsection (a) of this section.

       (3)Authority of Commission. The Commission,  by  such
          rules,   regulations,  and  orders  as   it   considers
          necessary or appropriate in the public interest or  for
          the protection of investors, may exempt, in whole or in
          part, either unconditionally or upon specific terms and
          conditions,  any  person  or transaction  or  class  of
          persons or transactions from this section.

     (d) Procedures for Collection.

       (1)Payment of Penalty to Treasury. A penalty  imposed
          under this section shall (subject to subsection (e)) be
          payable into the Treasury of the United States.

       (2)Collection  of  Penalties. If a person  upon  whom
          such  a  penalty  is imposed shall  fail  to  pay  such
          penalty  within  the  time prescribed  in  the  court's
          order,  the  Commission may refer  the  matter  to  the
          Attorney  General  who shall recover  such  penalty  by
          action in the appropriate United States district court.

       (3)Remedy not Exclusive. The actions authorized by  this
          section may be brought in addition to any other actions
          that  the  Commission  or  the  Attorney  General   are
          entitled to bring.

       (4)Jurisdiction and Venue. For purposes of section 27
          of  this  title,  actions under this section  shall  be
          actions  to  enforce a liability or a duty  created  by
          this title.

       (5)Statute  of Limitations. No action may be  brought
          under this section more than 5 years after the date  of
          the  purchase  or  sale.  This  section  shall  not  be
          construed  to bar or limit in any manner any action  by
          the  Commission or the Attorney General under any other
          provision of this title, nor shall it bar or  limit  in
          any  manner any action to recover penalties, or to seek
          any  other  order regarding penalties,  imposed  in  an
          action commenced within 5 years of such transaction.

     (e)Authority   to  Award  Bounties  to  Informants.
        Notwithstanding  the  provisions  of  subsection   (d)(l),
        there  shall  be paid from amounts imposed  as  a  penalty
        under this section and recovered by the Commission or  the
        Attorney  General, such sums, not to exceed 10 percent  of
        such amounts, as the Commission deems appropriate, to  the
        person  or persons who provide information leading to  the
        imposition of such penalty. Any determinations under  this
        subsection, including whether, to whom, or in what  amount
        to  make payments, shall be in the sole discretion of  the
        Commission, except that no such payment shall be  made  to
        any  member,  officer,  or  employee  of  any  appropriate
        regulatory agency, the Department of Justice, or  a  self-
        regulatory organization. Any such determination  shall  be
        final and not subject to judicial review.

     (f)Definition. For purposes of this section, "profit
        gained"  or  "loss avoided" is the difference between  the
        purchase  or sale price of the security and the  value  of
        that  security  as measured by the trading  price  of  the
        security  a  reasonable period after public  dissemination
        of the nonpublic information.


     SEC. 32 of the Securities Exchange Act of 1934

     (a)Any person who willfully violates any provision of
        this  title  (other  than section 30A),  or  any  rule  or
        regulation  thereunder  the violation  of  which  is  made
        unlawful or the observance of which is required under  the
        terms  of  this  title, or any person  who  willfully  and
        knowingly  makes, or causes to be made, any  statement  in
        any  application, report, or document required to be filed
        under  this title or any rule or regulation thereunder  or
        any  undertaking contained in a registration statement  as
        provided in subsection (d) of section 15 of this title  or
        by  a  self-regulatory organization in connection with  an
        application for membership or participation therein or  to
        become  associated with a member thereof, which  statement
        was  false  or  misleading with respect  to  any  material
        fact,  shall  upon  conviction  be  fined  not  more  than
        $1,000,000 or imprisoned not more than 10 years, or  both,
        except  that  when such person is a person  other  than  a
        natural  person,  a fine not exceeding $2,500,000  may  be
        imposed;  but  no person shall be subject to  imprisonment
        under  this  section  for the violation  of  any  rule  or
        regulation if he proves that he had no knowledge  of  such
        rule or regulation.

     (b)Any  issuer  which  fails  to  file  information,
        documents,   or  reports  required  to  be   filed   under
        subsection (d) of section 15 of this title or any rule  or
        regulation  thereunder shall forfeit to the United  States
        the  sum  of  $100 for each and every day such failure  to
        file  shall continue. Such forfeiture, which shall  be  in
        lieu  of  any  criminal penalty for such failure  to  file
        which  might  be deemed to arise under subsection  (a)  of
        this  section, shall be payable into the Treasury  of  the
        United States and shall be recoverable in a civil suit  in
        the name of the United States.

     (c) (l)(A)  Any issuer that violates section  30A(a)
                 shall be fined not more than $2,000,000.
            (B)  Any issuer that violates section 30A(a)
                 shall  be  subject to a civil penalty  of  not  more
                 than  $10,000  imposed in an action brought  by  the
                 Commission.
         (2)(A)  Any officer or director of an issuer,  or
                 stockholder  acting on behalf of  such  issuer,  who
                 willfully  violates section 30A(a)  shall  be  fined
                 not  more than $100,000, or imprisoned not more than
                 5 years, or both.
            (B)  Any employee or agent of an issuer  who
                 is  a  United States citizen, national, or  resident
                 or  is otherwise subject to the jurisdiction of  the
                 United  States (other than an officer, director,  or
                 stockholder  acting on behalf of such  issuer),  and
                 who  willfully  violates section  30A(a),  shall  be
                 fined  not  more  than $100,000, or  imprisoned  not
                 more than 5 years, or both.
           (C)   Any  officer,  director,  employee,  or
                 agent  of an issuer, or stockholder acting on behalf
                 of  such  issuer, who violates section 30A(a)  shall
                 be  subject  to  a civil penalty of  not  more  than
                 $10,000  imposed  in  an  action  brought   by   the
                 Commission.
        (3)      Whenever   a  fine  is  imposed   under
                 paragraph  (2) upon any officer, director, employee,
                 agent,  or stockholder of an issuer, such  fine  may
                 not   be  paid,  directly  or  indirectly,  by  such
                 issuer.
     <PAGE>

                           APPENDIX B



            Beneficial Ownership - Interpretive Guide

     "Beneficial  Ownership"  shall be interpreted  in  the  same
     manner  as  it would be in determining whether a  person  is
     subject  to  the provisions of Section 16 of the  Securities
     Exchange   Act  of  1934  and  the  rules  and   regulations
     thereunder,  except  that  the determination  of  direct  or
     indirect  beneficial ownership shall apply to all securities
     which  an  advisory representative has or acquired (and  not
     only  those of companies registered under Section 12 of such
     Act).

     Securities  owned of record or held in a person's  name  are
     generally  considered  to  be  beneficially  owned  by  that
     person.

     Securities  held in the name of any other person are  deemed
     to  be  beneficially owned by the person in question  if  by
     reason   of   any   contract,  understanding,  relationship,
     agreement  or  other  arrangement, the  person  in  question
     obtains therefrom benefits substantially equivalent to those
     of  ownership, including the power to vote, or to direct the
     disposition of, such securities.

     Beneficial ownership includes securities held by others  for
     a  person's  benefit (regardless of record ownership),  e.g.
     securities  held  for  a person or member  of  the  person's
     immediate  family (as defined below) by agents,  custodians,
     brokers,   trustees,  executors  or  other   administrators;
     securities  owned  by  a person, but  which  have  not  been
     transferred  into  that persons name on  the  books  of  the
     company;   securities   which  that  person   has   pledged;
     securities owned by a partnership of which that person is  a
     member; and securities owned by a corporation that should be
     regarded  as  that  persons  personal  holding  corporation.
     Beneficial  ownership also includes securities held  in  the
     name  or  for  benefit of a persons immediate family  (which
     includes his or her spouse, minor children, stepchildren and
     relatives or relatives of his or her spouse who are  sharing
     his   or   her   home)  unless  because   of   special   and
     countervailing   circumstances  (such  as   a   divorce   or
     separation),   such   person   does   not   enjoy   benefits
     substantially  equivalent to those  of  ownership,  such  as
     application  of the income derived from such  securities  to
     maintain a common home or to meet expenses which he  or  she
     otherwise would meet from other sources. He or she  is  also
     deemed  the beneficial owner of securities held in the  name
     of  some other person, even though he or she does not obtain
     benefits of ownership, if he or she can vest or revest title
     at once, or at some future time.

     In  addition, the Securities and Exchange Commission ("SEC")
     has  promulgated certain rules which provide that  a  person
     shall be deemed the beneficial owner of a security which  he
     or  she has the right to acquire through the exercise of any
     presently  exercisable option, warrant or right  or  through
     the conversion of a presently convertible security.

     With  respect  to  ownership of securities  held  in  trust,
     beneficial ownership includes the ownership of securities as
     a trustee in instances where either a person as trustee or a
     member  of  his  or  her "immediate family"  have  a  vested
     interest in the income or corpus of the trust, the ownership
     by  such person of a vested beneficial interest in the trust
     and  the ownership of securities as a settlor of a trust  in
     which  he or she as the settlor has the power to revoke  the
     trust  without  obtaining the consent of the  beneficiaries.
     Certain exemptions to these trust beneficial ownership rules
     exist, including an exemption for instances where beneficial
     ownership  is imposed solely by reason of his or  her  being
     settlor or beneficiary of the securities held in trust where
     the   ownership,   acquisition  and  disposition   of   such
     securities  by the trust is made without his  or  her  prior
     approval as settlor or beneficiary. "Immediate family" of  a
     person  as  a  trustee means such person's son  or  daughter
     (including  a  legally adopted child) or any descendants  of
     either, a stepson or stepdaughter, a father or mother or any
     ancestor of either, a stepfather or stepmother and a spouse.

     The  SEC  has  promulgated rules with  respect  to  indirect
     beneficial ownership. To the extent that stockholders  of  a
     company  use  it as a personal trading or investment  medium
     and   the   company  has  no  other  substantial   business,
     stockholders  are  regarded  as beneficial  owners,  to  the
     extent  of  their respective interests, of  the  stock  thus
     invested or traded in. A general partner in a partnership is
     considered  to  have indirect beneficial  ownership  in  the
     securities held by the partnership to the extent of  his  or
     her   pro   rata  interest  in  the  partnership.   Indirect
     beneficial  ownership is not, however, considered  to  exist
     solely  by  reason  of  an indirect  interest  in  portfolio
     securities held by any holding company registered under  the
     Public  Utility Holding Company Act of 1935, any  investment
     company registered under the Investment Company Act of 1940,
     a pension or retirement plan holding securities of an issuer
     whose employees generally are beneficiaries of the plan  and
     a business trust with over 25 beneficiaries.

     The  final  determination  of the  existence  of  beneficial
     ownership is, of course, a question to be determined in  the
     light  of  the  facts of the particular case. It  should  be
     noted  that  although  a report filed under  Section  III(E)
     includes the holdings of other members of a person's family,
     such person may disclaim that such report is an admission of
     beneficial ownership of such securities.
<PAGE>
                            APPENDIX C
<PAGE>
                            APPENDIX D


                         CODE OF ETHICS



This  Code  of  Ethics sets forth standards of  business  ethical
conduct to be maintained by directors, officers and employees  in
First Quadrant, L.P. ("First Quadrant").

1.   No  limited  partner  or employee of  First  Quadrant  shall
     knowingly  compete  or aid or advise any  person,  firm,  or
     corporation in competing with First Quadrant in any way,  or
     engage  in  any activity in which his personal interests  in
     any  manner conflict, or might conflict with those of  First
     Quadrant.

2.   No  limited partner or employee of First Quadrant  shall  be
     employed  by  or have, directly or indirectly, a significant
     financial  interest in any firm, corporation or business  of
     any  sort  which is engaged in the same or similar lines  of
     business as that carried on by First Quadrant. A significant
     financial  interest is one, which is so  substantial  as  to
     create   a   potential  risk  of  interference   with   such
     individual's independent exercise of judgment  in  the  best
     interest of First Quadrant.

3.   No  limited  partner  or employee of  First  Quadrant  shall
     accept  or  request, directly or indirectly,  any  favor  or
     thing  of  value  from any person, firm,  or  non-affiliated
     corporation, negotiating, contracting, or in any way dealing
     with  First  Quadrant or likely to negotiate,  contract,  or
     deal with First Quadrant, if such favor or thing of value is
     such  as might influence him in negotiating, contracting  or
     dealing  with  such  person, firm, or corporation;  and  any
     limited partner or employee who is offered any such favor or
     thing  of value, directly or indirectly, by any such person,
     firm  or corporation shall immediately report such offer  to
     the   Chief  Executive  Officer  for  communication  to  the
     Management Committee.

4.   No  limited  partner  or employee of First  Quadrant  shall,
     directly or indirectly, give any favor or thing of value  to
     or  engage in the entertainment of any person, firm or  non-
     affiliated corporation, negotiating, contracting or  in  any
     way  dealing  with  First Quadrant or likely  to  negotiate,
     contract,  or  deal with First Quadrant, except  as  may  be
     consistent  with generally acceptable ethical standards  and
     accepted  business  practices and not in  violation  of  any
     applicable law.

5.   No  limited partner or employee shall participate on  behalf
     of First Quadrant in any negotiations or dealings of any sort
     with any person, firm, or non-affiliated corporation in which he
     has, directly or indirectly, an interest, whether through  a
     personal relationship which is more than mere acquaintance, or
     through stockholding or otherwise, except an ordinary investment
     not sufficient to in any way affect his judgment, conduct, or
     attitude in the matter, or give him a personal interest therein.


6.    No limited partner or employee shall receive, in addition
     to his regular salary, fees, or other compensation as
     fixed by the Management Committee, any money or thing of
     value, directly or indirectly, or through any substantial
     interest in any non-affiliated corporation or business of
     any sort, or through any personal relationship, for
     negotiating, procuring, recommending, or aiding in any
     purchase, sale or rental of property or any loan made by
     or to First Quadrant or for endeavoring so to do; nor
     shall he have any pecuniary or other personal interest,
     directly or indirectly, or through any other non-
     affiliated corporation or business or through any
     personal relationship, in or with respect to any such
     purchase, sale, rental or loan. Except as provided by
     law, the foregoing shall not prohibit any director from
     receiving his normal share of the usual commission
     earnings of a stock exchange or other brokerage firm of
     which he is a partner nor shall it prohibit First
     Quadrant from making payments to a director for services
     rendered to First Quadrant so long as such services are
     not in violation of any applicable law.

7.     No limited partner or employee of the First Quadrant
     shall, without proper authority, give or release to
     anyone not employed by First Quadrant, or to another
     employee who has no need for the information, data or
     information of a confidential nature concerning First
     Quadrant.
<PAGE>

                      FIRST QUADRANT, L.P.

        PROCEDURES REGARDING MATERIAL INSIDE INFORMATION
                       AND INSIDER TRADING
                               AND
                         Code of Ethics
                      Annual Certification



  In accordance with the requirements of the First Quadrant's
  Code of Ethics, I hereby certify the following:

       (a)  I was in compliance with the requirements of the
            Code of Ethics for the year ended December 31,
            1999; and

       (b)  There is no interest, affiliation or activity, of
            any sort, on my part which conflicts or which I
            believe is likely to conflict with my official
            duties; and

       (c)  That I will disclose any facts which may appear to
            present a possible conflict of interest under the
            Code of Ethics to the Management Committee so that
            a determination can be made as to whether a
            conflict of interest does exist and that I will
            take whatever action requested of me by the
            Management Committee to resolve any conflict of
            interest which it finds to exist.

  Additionally, I hereby certify that I have received, read
  and understand First Quadrant's Policy Statement and
  Procedures regarding Material Inside Information and Insider
  Trading and am in compliance with the requirements of the
  Policy Statement.



  Signed   ______________________________________
  Date ____________________


  Print Name _______________________________

<PAGE>
                           APPENDIX E

                      FIRST QUADRANT, L.P.
             PERSONAL SECURITIES TRANSACTION REPORT
                    REVIEW CERTIFICATION FOR
         1st   2nd    3rd    4th    Quarter  of  20 ____


Name of Advisory Representative:
_________________________________________________________

Date of Review:__________________________

1.Duplicate   Broker's  Monthly  Statement  on  file.    Yes_____
  No_____N/A _____

  If not, for which transactions are the statements missing?

  ______________________________________________________________
  ___________________

2.Personal  Securities Transaction Reports on  file,  whether  or
  not transactions occurred in the quarter.

  Yes_____                    No_____

3.If   reports  are  missing,  list  actions  taken   to   obtain
  documents.  Date  _______________________

  Action     ____________________________________________________
  By Whom___________

4.Do  any  of  the transactions reported appear to be a violation
  of  the Policy Statement and Procedures of First Quadrant, L.P.
  Regarding Material Inside Information?

  Yes_____                    No_____       N/A _____

5.If  there is an apparent violation, list actions taken to  make
  such a determination.

  Date__________
  Action________________________________________________________

  ______________________________________________________________

  ______________________________________________________________

  ______________________________________________________________
  (Attach supporting documentation.)

6.Date results of determination sent to Senior Management and  to
  whom.  ______________________

I  certify  that for the calendar quarter referenced  above,  the
Personal   Securities   Transaction  Report,   Broker's   Monthly
Statements and Personal Securities Trade Authorization Forms,  if
applicable,  are  on  file and that no violation  of  the  Policy
Statement  and  Procedures  of  First  Quadrant,  L.P.  Regarding
Material  Inside  Information and Insider Trading  has  occurred,
other than that identified in Item 5 above.

Date: ______________      By: ____________________________________
                               Chief Compliance Officer

<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 certifies that it meets all of the requirements for
effectiveness of this Registration Statement under Rule 485(b) of
the Securities Act of 1933 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Boston and the Commonwealth
of Massachusetts, on the 14th day of November, 2000.

                              MANAGERS AMG FUNDS


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

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.

     Signature                    Title                 Date
     ----------                   ------                -----

/s/Jack W. Aber
---------------
Jack W. Aber*                    Trustee             November 14, 2000

/s/William E. Chapman, II
-------------------------
William E. Chapman, II*          Trustee             November 14, 2000

/s/Sean M. Healey
-------------------
Sean M. Healey*                  Trustee             November 14, 2000

/s/Edward J. Kaier
-------------------
Edward J. Kaier*                 Trustee             November 14, 2000

/s/Eric Rakowski
----------------
Eric Rakowski*                   Trustee             November 14, 2000

/s/Peter M. Lebovitz
--------------------
Peter M. Lebovitz         President and Principal    November 14, 2000
                            Executive Officer

/s/Donald S. Rumery
--------------------
Donald S. Rumery          Treasurer, Principal       November 14, 2000
                          Financial Officer and
                      Principal Accounting Officer

/s/John Kingston, III
-----------------------
*By John Kingston, III pursuant to Power of Attorney filed herewith

<PAGE>
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