MANAGERS AMG FUNDS
485APOS, 2000-09-15
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                                        Registration Nos. 333-84639
                                                           811-9521

                Securities and Exchange Commission
                       Washington, DC 20549

                            FORM N-1A

                REGISTRATION STATEMENT UNDER THE
                      SECURITIES ACT OF 1933                x

                 Pre-Effective Amendment No. ____           o
                  Post-Effective Amendment No. 4            x
                              and/or

                 REGISTRATION STATEMENT UNDER THE
                  INVESTMENT COMPANY ACT OF 1940            x

                            Amendment No. 6                 x

                 (Check appropriate box or boxes)

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

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

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

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

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

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

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

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

If appropriate, check the following box:

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

<PAGE>

The information in this Statement of Additional Information is not
complete and may be changed.  We may not sell these securities until
the registration statement filed with the Securities and Exchange
Commission is effective.  This Statement of Additional Information
is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer is not
permitted.




                       MANAGERS AMG FUNDS

                      FRONTIER GROWTH FUND

                     _____________________

                           PROSPECTUS

                    DATED ___________, 2000



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

<PAGE>

<TABLE>
<CAPTION>
                       TABLE OF CONTENTS

                                                             Page
<S>                                                           <C>
KEY INFORMATION ABOUT THE FRONTIER GROWTH FUND                 1
    Summary of the Goals, Principal Strategies and Principal Risk
        Factors of the Fund                                    1

PERFORMANCE SUMMARY                                            2

FEES AND EXPENSES OF THE FUND                                  3
    Fees and Expenses                                          3

FRONTIER GROWTH FUND                                           4
    Objective                                                  4
    Principal Investment Strategies                            4
    Should You Invest in this Fund?                            4

MANAGERS AMG FUNDS                                             5

YOUR ACCOUNT                                                   6
    Minimum Investments in the Fund                            6

HOW TO PURCHASE SHARES                                         7

DISTRIBUTION PLAN                                              7

HOW TO SELL SHARES                                             8

INVESTOR SERVICES                                              8

THE FUND AND ITS POLICIES                                      9

ACCOUNT STATEMENTS                                             9

DIVIDENDS AND DISTRIBUTIONS                                    9

TAX INFORMATION                                               10
</TABLE>

<PAGE>

         KEY INFORMATION ABOUT THE FRONTIER GROWTH FUND

    This  Prospectus  contains important information  for  anyone
interested in investing in the Frontier Growth Fund (the "Fund"),
a  series  of  Managers  AMG Funds.  Please  read  this  document
carefully  before  you invest and keep it for  future  reference.
You  should base your purchase of shares of the Fund on your  own
goals, risk preferences and investment time horizons.

Summary of the Goals, Principal Strategies and Principal Risk
Factors of the Fund

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


        Goals            Principal Strategies     Principal Risk
                                                     Factors
        ------           ---------------------     --------------
     <S>                          <C>                  <C>
Long-term capital    Invests primarily in       Market Risk
appreciation         common stocks of U.S.      Growth Stock Risk
                     companies with the         Large and Mid-Cap
                     potential for long-term    Stock Risk
                     growth                     Sector Risk

                     Invests primarily in
                     companies with
                     capitalizations of at
                     least $5 billion,
                     although it may invest in
                     companies of any size

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

</TABLE>

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

Market Risk

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

<PAGE>
Growth Stock Risk

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

Large and Mid-Cap Stock Risk

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

Sector Risk

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

                       PERFORMANCE SUMMARY

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


         Annual Total Returns - Last Ten Calendar Years*

1990     0.90%
1991    56.68%
1992     8.77%
1993     5.68%
1994    -5.13%
1995    26.08%
1996    16.25%
1997    15.47%
1998    31.65%
1999    42.59%


     For the period January 1, 2000 through June 30, 2000, the
          Fund's total return was 16.07%.

Best Quarter*:           33.23%   (4th Quarter 1998)
Worst Quarter*:         -18.18%   (3rd Quarter 1998)

*   Reflects performance of predecessor fund for periods prior to
the Fund's inception on __________, 2000.

                           2
<PAGE>

The following table compares the Fund's performance to that of a
broadly based securities market index.  Again, the table assumes
that dividends and capital gain distributions have been
reinvested for the Fund and the applicable Index.  As always, the
past performance of the Fund is not an indication of how the Fund
will perform in the future.
<TABLE>
<CAPTION>
                  Average Annual Total Returns
                (as a percentage) as of 12/31/99*
                ----------------------------------

                    1 Year         5 Years        10 Years
<S>                    <C>           <C>            <C>

Frontier Growth       42.59%         26.01%         20.80%
S&P 500 Index         21.03%         28.58%         18.22%
<FN>
*  Includes performance of predecessor fund for periods prior to
the Fund's inception on __________, 2000.
</FN>
</TABLE>

                 FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

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


Fees and Expenses
<TABLE>
<CAPTION>
     Annual Fund Operating Expenses (expenses that are deducted
from Fund assets)

<S>                                                  <C>
Management Fee                                      0.85%
Distribution (12b-1) Fees                           0.25%
Other Expenses1                                     0.19%
                                                    -----
Total Annual Fund Operating Expenses                1.29%
                                                    -----
Fee Waiver and Reimbursement2                      (0.05)%
                                                   ------
Net Annual Fund Operating Expenses                  1.24%
                                                   =======
<FN>
     1  Because the Fund has not commenced operations as of the
date of this prospectus, the "Other Expenses" of the Fund are
based on annualized projected expenses and average net assets for
the fiscal year ending October 31,  2001.

     2 The Managers Funds LLC and Frontier have contractually
agreed, for a period of not less than eighteen (18) months, to
limit Net Annual Fund Operating Expenses to 1.24% of the Fund's
average annual net assets, 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*:

                                  3
<PAGE>

        1 Year      3 Years
         $126         $191

     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.


                      FRONTIER GROWTH FUND

Objective

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

Principal Investment Strategies

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

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

     For temporary or defensive purposes, the 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.


Should You Invest in this Fund?

     This Fund may be suitable if you:

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

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

     *    Have an investment time horizon of five years or more

     This Fund may not be suitable if you:

                                   4
<PAGE>

     *    Are seeking stability of principal

     *    Are investing with a shorter time horizon in mind

     *    Are uncomfortable with stock market risk

     *    Are seeking current income



What are you investing in?  You are buying shares of a pooled
investment known as a mutual fund.  It is professionally
managed and gives you the opportunity to invest in a wide
variety of companies, industries and markets.  This Fund is not
a complete investment program and there is no guarantee that
the Fund will reach its stated goals.

                       MANAGERS AMG FUNDS

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

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

    Frontier has day-to-day responsibility for managing the
Fund's portfolio.  Frontier, located at 99 Summer Street, Boston,
Massachusetts 02110, is the successor firm to Frontier Capital
Management Company, Inc., which was formed in 1980.  Affiliated
Managers Group, Inc. indirectly owns a majority interest in
Frontier.  As of June 30, 2000, Frontier had assets under
management of approximately $5.3 billion.  J. David Wimberly,
CFA, and Stephen M. Knightly, CFA, are the portfolio managers for
the Fund.  Mr. Wimberly is the Chairman of Frontier, a position
he has held since 1980.  Mr. Knightly is a Vice President of
Frontier, a position he has held since December 1994.


    The 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 Frontier 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.

    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 1.24% 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 1.24% of the Fund's average daily net
assets.  In addition to any other waiver or reimbursement agreed
to by the Investment Manager, Frontier from time to time may
waive all or a portion of its fee.  In such an event, the
Investment Manager will, subject to certain conditions, waive an
equal amount of the management fee.

                            5
<PAGE>


                          YOUR ACCOUNT

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

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

Minimum Investments in the Fund

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

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

     The following provides the minimum initial and additional
investments in the Fund:
<TABLE>
<CAPTION>

                        Initial Investment   Additional Investment
<S>                              <C>                <C>
Regular accounts                $25,000            $1,000
Traditional IRA                  25,000             1,000
Roth IRA                         25,000             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.

                             6
<PAGE>
                     HOW TO PURCHASE SHARES

<TABLE>
<CAPTION>


                       Initial Purchase    Additional Purchases

<S>                        <C>                <C>
Through your         Contact         your  Send  any  additional
Investment Advisor   investment   advisor  monies    to     your
                     or  other investment  investment
                     professional.         professional  at  the
                                           address appearing  on
                                           your          account
                                           statement.




Investment           Call  (800) 252-0682  Call  (800)  252-0682
Advisors, Bank       for          further  for           further
Trust and 401(k)     instructions.         instructions.
Agents only



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

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


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

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

                       DISTRIBUTION 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 has authorized payments at an annual rate of up to 0.25%
of the Fund's average daily net assets to The Managers Funds LLC
for providing distribution services.

                                7
<PAGE>

                       HOW TO SELL SHARES

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

<TABLE>
<CAPTION>


                                         Instructions

<S>                                    <C>
Through your Investment         Contact your investment
Advisor                         advisor or other investment
                                professional.


Investment Advisors, Bank       Call (800) 252-0682 for
Trust and 401(k) agents only    further instructions.


Direct Shareholders:            Write a letter of instruction
                                containing:
*By Mail
                                  *the name of the Fund
                                  *dollar amount or number of
                                    shares to be sold
                                  *your name
                                  *your account number
                                  *signatures of all owners on
                                account

                                Mail letter to:

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

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

</TABLE>


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

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


                        INVESTOR SERVICES

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

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

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

                              8
<PAGE>

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

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


                   THE FUND AND ITS POLICIES

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

The Fund reserves the right to:

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

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

    *   change our minimum investment amounts;

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

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

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

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


                       ACCOUNT STATEMENTS

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

                            9
<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.


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

                                 10
<PAGE>

                       MANAGERS AMG FUNDS

                      FRONTIER GROWTH FUND


Investment Manager and Fund Distributor
The Managers Funds LLC
40 Richards Avenue
Norwalk, Connecticut  06854-2325
(203) 857-5321 or (800) 835-3879

Sub-Adviser
Frontier Capital Management Company, LLC
99 Summer Street
Boston, Massachusetts 02110

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

Legal Counsel
Goodwin, Procter & Hoar  LLP
Exchange Place
Boston, MA  02109

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

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

*Interested Person

                                      11
<PAGE>

For More Information

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

            By Telephone:   Call 1-800-835-3879

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

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

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

Investment Company Act Registration Number 811-9521


<PAGE>

The information in this Statement of Additional Information is not
complete and may be changed.  We may not sell these securities until
the registration statement filed with the Securities and Exchange
Commission is effective.  This Statement of Additional Information
is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer is not
permitted.




                       MANAGERS AMG FUNDS

                      FRONTIER GROWTH FUND
                  ____________________________

              STATEMENT OF ADDITIONAL INFORMATION

                     DATED __________, 2000
________________________________________________________________

    You  can obtain a free copy of the Prospectus of the Frontier
Growth  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

                                                             Page
<S>                                                           <C>
GENERAL INFORMATION                                            3
INVESTMENT OBJECTIVES AND POLICIES                             3
    Investment Techniques and Associated Risks                 3
    Diversification Requirements for the Fund                  8
    Fundamental Investment Restrictions                        8
    Temporary Defensive Position                               9
    Portfolio Turnover                                         9
    Trustees' Compensation                                    11
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES           11
    Control Persons                                           11
    Management Ownership                                      12
MANAGEMENT OF THE FUND                                        12
    Investment Manager                                        12
    Compensation of Investment Manager and Sub-Adviser        12
    Fee Waivers and Expense Limitations                       12
    Investment Management and Sub-Advisory Agreements         13
    Custodian                                                 15
    Transfer Agent                                            15
    Independent Public Accountants                            15
BROKERAGE ALLOCATION AND OTHER PRACTICES                      15
PURCHASE, REDEMPTION AND PRICING OF SHARES                    16
    Purchasing Shares                                         16
    Redeeming Shares                                          17
    Exchange of Shares                                        18
    Net Asset Value                                           18
    Dividends and Distributions                               18
    Distribution Plan                                         19
CERTAIN TAX MATTERS                                           19
    Federal Income Taxation of Fund-in General                19
    Taxation of the Fund's Investments                        20
    Federal Income Taxation of Shareholders                   20
    Foreign Shareholders                                      21
    State and Local Taxes                                     21
    Other Taxation                                            21
PERFORMANCE DATA                                              21
    Total Return                                              21
    Performance Comparisons                                   22
    Massachusetts Business Trust                              22
    Description of Shares                                     23
    Additional Information                                    24
</TABLE>
<PAGE>

                      GENERAL INFORMATION


    This Statement of Additional Information relates only to  the
Frontier  Growth  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  invests  primarily in equity  securities  of  U.S.
companies with the potential for long-term growth.  Although  the
Fund  may  invest in companies of any size, the Fund will  invest
primarily  in companies with market capitalizations greater  than
$1  billion.  Ordinarily, the Fund invests in 80 to 120 companies
from  pre-selected sectors of the market.  Investments  are  made
through  a  process  that combines a strategic  overview  of  the
securities markets with systematic screening using a disciplined,
quantitative   approach  and  traditional  research   techniques.
Initially,  the Fund will focus on the technology,  health  care,
consumer  growth,  producer  durables,  financial  services   and
utilities/communications sectors.  Generally, the Fund limits its
investments in any specific company to 5% of its assets.

Investment Techniques and Associated Risks

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

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

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

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

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

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

    Repurchase  Agreements.  The Fund may enter  into  repurchase
agreements  with brokers, dealers or banks that meet  the  credit
guidelines  which  have  been approved by  the  Fund's  Board  of
Trustees.   In a repurchase agreement, the Fund buys  a  security

                              3
<PAGE>

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
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
Depositary  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

                              4
<PAGE>

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  to  protect the value of the Fund's portfolio  against
changes  in  the  prices of the securities in which  it  invests.
When  the  Fund buys or sells a futures contracts, the Fund  must
segregate  cash and/or liquid securities equivalent to the  value
of the contract.

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

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

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

                           5
<PAGE>

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
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

                            6
<PAGE>

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.

    (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."

                           7
<PAGE>

    (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.

    (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.

                             8
<PAGE>

    (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.

Temporary Defensive Position

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

Portfolio Turnover

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

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

                           9
<PAGE>

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

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

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

PETER  M.  LEBOVITZ - President; President of The Managers  Funds
LLC.  He also serves as President of The Managers Funds, Managers
Trust  I  and  Managers Trust II.  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.  He  also  serves  as
Secretary and Treasurer of The Managers Funds, Managers  Trust  I
and  Managers Trust II.  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.

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

                               10
<PAGE>

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

PETER M. MCCABE - Assistant Treasurer; Portfolio Administrator of
The  Managers Funds LLC (formerly The Managers Funds, L.P.) since
August  1995.   He  also  serves as Assistant  Treasurer  of  The
Managers Funds, Managers Trust I and Managers II.  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 and  Compliance
Officer  of The Managers Funds LLC (formerly The Managers  Funds,
L.P.)  since  September  1997.   She  also  serves  as  Assistant
Secretary  of  The Managers Funds, Managers Trust I and  Managers
Trust  II.  From August 1994 to June 1997, she was a law student.
Her date of birth is November 10, 1970.

Trustees' Compensation

<TABLE>
<CAPTION>

     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)
-----------               -------------  -----------------   ---------------------
<S>                       <C>             <C>                 <C>

Jack W. Aber                 $571          $4,000             $26,000
William E. Chapman, II       $571          $4,000             $26,000
Sean M. Healey                none          none              none
Edward K. Kaier              $571          $4,000             $26,000
Eric Rakowski                $571          $4,000             $26,000

____________________
<FN>
(a)  Compensation is estimated for the Fund's fiscal year  ending
     October 31, 2000.  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, 2001 for
     services  as Trustees of the Trust (2 series), The  Managers
     Funds  (10 series), The Managers Trust I (1 series) and  The
     Managers Trust II (1 series).
</FN>
</TABLE>

      CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Control Persons

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

     No other person or entity owned shares of the Fund.

                          11
<PAGE>

Management Ownership

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


                     MANAGEMENT OF THE FUND

Investment Manager and Sub-Adviser

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

     The  Investment Manager and its corporate predecessors  have
had  over  20 years of experience in evaluating sub-advisers  for
individuals and institutional investors.  As part of its services
to  the  Fund under an investment management agreement  with  the
Trust   dated   ________,   2000  (the   "Investment   Management
Agreement"),  the Investment Manager also carries out  the  daily
administration  of  the  Trust  and  Fund.   For  its  investment
management   services,  the  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  Frontier  Capital
Management Company, LLC, the sub-adviser which manages the assets
of  the  Fund (the "Sub-Adviser" or "Frontier").  The  Investment
Manager receives no additional compensation from the Fund for its
administration services.  Frontier was selected by the Investment
Manager,  subject  to the review and approval  of  the  Trustees.
Frontier  is  the  successor firm to Frontier Capital  Management
Company,  Inc. which was formed in 1980.  AMG indirectly  owns  a
majority  interest in Frontier.  As of June 30, 2000,  Frontier's
assets  under  management  totaled  approximately  $5.3  billion.
Frontier's  address is 99 Summer Street, Boston,  MA  02110.   J.
David  Wimberly,  CFA  and  Stephen  M.  Knightly,  CFA  are  the
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  1.24%,  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.

                          12
<PAGE>

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

Investment Management and Sub-Advisory Agreements

     The  Managers Funds LLC serves as investment manager to  the
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 Frontier Capital Management  Company,
LLC, dated __________, 2000 (the "Sub-Advisory Agreement").

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

                               13
<PAGE>

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

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

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

Reimbursement Agreement

     Under  the  Investment Management Agreement, the  Investment
Manager provides a variety of administrative services to the Fund
and,  under  its  distribution  agreement  with  the  Fund,   the
Investment   Manager  provides  a  variety  of  shareholder   and
marketing services to the Fund.  The Investment Manager  receives
no  additional  compensation from the Fund  for  these  services.
Pursuant  to  a  Reimbursement Agreement between  the  Investment
Manager  and Frontier, Frontier 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  LLC  dated October 19, 1999  (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 acts as  agent  in
arranging  for  the sale of the Fund's shares.  Pursuant  to  the
Distribution  Agreement  and the Fund's  Distribution  Plan,  the
Trust  pays the Distributor a fee in the amount of 0.25%  of  the
average net assets of the Fund for its services as Distributor.

     The   Distribution  Agreement  between  the  Trust  and  the
Distributor  may  be  terminated by either  party  under  certain
specified  circumstances  and  will  automatically  terminate  on
assignment  in  the  same  manner as  the  Investment  Management
Agreement.  The Distribution Agreement may be continued  annually
so  long  as such continuation is specifically approved at  least
annually (i) by either the Trustees of the Trust or by vote of  a
majority of the outstanding voting securities (as defined in  the

                         14
<PAGE>

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.

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.

                                15
<PAGE>

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

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


           PURCHASE, REDEMPTION AND PRICING OF SHARES

Purchasing Shares

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

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

                            16
<PAGE>

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 $500 due to redemptions.
Whether  the  Fund will exercise its right to redeem  shareholder
accounts  will  be  determined by the  Investment  Manager  on  a
case-by-case basis.

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

     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.

                            17
<PAGE>

Exchange of Shares

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

Net Asset Value

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

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

Dividends and Distributions

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

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

                                18
<PAGE>

Distribution Plan

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

                      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.

                         19
<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.

                         20
<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. For periods prior to the Fund's inception
on   __________,  2000,  the  Fund's  performance  reflects   the
performance of the Fund's predecessor, Frontier Growth Fund, L.P.
which  began  operations on March 7, 1988.  The predecessor  fund
was  not  registered  as a mutual fund and,  therefore,  was  not
subject to certain investment restrictions that are imposed  upon
mutual funds.  If the predecessor fund had been registered  as  a
mutual  fund,  the predecessor fund's performance may  have  been
adversely affected.  The performance of the predecessor fund  was
calculated  according to the standardized SEC method except  that
quarterly  rather  than  daily  fund  values  were  used.    Past
performance (including the performance of the Fund's predecessor)
does not guarantee future results.

Total Return

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

                                    21
<PAGE>

                       P (1 + T) N = ERV

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

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

     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.

     The Fund may quote total rates of return in addition to its
average annual total return. Such quotations are computed in the
same manner as a Fund's average annual compounded rate, except
that such quotations are based on the Fund's actual aggregate
return for a specified period as opposed to its average return
over certain periods.

The  following table shows the average annual and aggregate total
returns for the periods ended June 30, 2000.
<TABLE>
<CAPTION>

                One Year*    Five Years*  Ten Years*
<S>              <C>           <C>         <C>
Average
Annual Total
Return           45.91%       25.31%       18.33%
Aggregate
Total Return     45.91%       244.89%	549.53%
<FN>

*   Includes performance of a predecessor fund for periods prior
to the Fund's inception on __________, 2000.
</FN>
</TABLE>

The  Fund's  investment results, like all others, fluctuate  over
time.  Thus,  performance figures should  not  be  considered  to
represent what an investment may earn in the future or  what  the
Fund's total return may be for any future 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 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

                           22
<PAGE>

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.

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

                          23
<PAGE>

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

     The  Trustees have authorized the issuance and sale  to  the
public  of  shares of one series of the Trust.  The Trustees  may
authorize  the issuance of additional series of the  Trust.   The
proceeds  from  the issuance of any additional  series  would  be
invested  in  separate,  independently  managed  portfolios  with
distinct  investment objectives, policies and  restrictions,  and
share  purchase, redemption and net asset value procedures.   All
consideration received by the Trust 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.

                                 24
<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)

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

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

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

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

         (i)  Form of Letter Agreement to Investment Management
          Agreement between the Registrant and The Managers Funds
          LLC with respect to the Frontier Growth Fund,
          filed herewith.

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

  d.4    Sub-Advisory Agreement between The Managers Funds LLC
          and Essex Investment Management Company, LLC with
          respect to the Essex Aggressive Growth Fund, dated as
          of October 19, 1999. (iii)

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

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

<PAGE>

  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, filed herewith.

  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, filed herewith.

  i.3    Opinion and Consent of Goodwin, Procter & Hoar LLP with
          respect to the First Quadrant Total Market Plus Fund.
          (v)

  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, filed herewith.

  p.2    Code of Ethics of The Managers Funds LLC, filed
          herewith.

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

  p.4    Code of Ethics of Frontier Capital Management Company,
          LLC, filed herewith.

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

                              2
<PAGE>

-----------------------------------------------------------------

  (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.



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

                                3
<PAGE>

     good faith and in the reasonable belief that such Covered
     Person's action was in or not opposed to the best interests
     of the Registrant.

Item 26.  Business and Other Connections of Investment Adviser.

          The Managers Funds LLC, a registered investment
     adviser, serves as investment adviser to the Essex
     Aggressive Growth Fund.  The Managers Funds LLC is a
     subsidiary of Affiliated Managers Group, Inc. ("AMG") and
     AMG serves as its Managing Member.  The Managers Funds LLC
     serves exclusively as an investment adviser to investment
     companies registered under the 1940 Act. The business and
     other connections of the officers and directors of The
     Managers Funds LLC, are listed in Schedules A and D of its
     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 Market Plus Fund.
     AMG owns a majority interest in First Quadrant.  First
     Quadrant is the successor firm to First Quadrant
     Corporation, which was formed in ____. The business and
     other connections of the officers and directors of First
     Quadrant are listed in Schedules A and D of its ADV Form as
     currently on file with the Commission, the text of which
     Schedules are hereby incorporated herein by reference.  The
     file number of said ADV Form is _____________.

Item 27.  Principal Underwriters.

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

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

                                4
<PAGE>

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

  (c)    Not applicable.

Item 28.  Location of Accounts and Records.

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

Item 29.  Management Services.

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

Item 30.  Undertakings.

          Not applicable.

<PAGE>

Exhibit d.2(i)
--------------

                        LETTER AGREEMENT

                      Frontier Growth Fund

                 Investment Management Agreement

September ___, 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 Frontier Growth 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>

Exhibit d.5
------------

                     SUB-ADVISORY AGREEMENT


     AGREEMENT made as of the ____ day of _______, 2000, between
THE MANAGERS FUNDS LLC, a limited liability company organized
under the laws of the state of Delaware and having its principal
place of business in Norwalk, Connecticut (the "Adviser") and
FRONTIER CAPITAL MANAGEMENT COMPANY, LLC, a limited liability
company organized under the laws of the state of [Delaware] and
having its principal place of business at 99 Summer Street,
Boston, MA 02110 (the "Sub-Adviser").

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

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

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

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

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

     WHEREAS, pursuant to an Investment Management Agreement,
dated as of ________, 2000, between the Trust and the Adviser
(the "Advisory Agreement"), the Adviser is required to perform
investment advisory services for the Funds.

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

<PAGE>

     1.   APPOINTMENT OF SUB-ADVISER.

               (a)  Frontier Growth Fund.  The Adviser hereby
     employs the Sub-Adviser to provide investment advisory
     services to the Frontier Growth Fund for the period and on
     the terms herein set forth.  The Sub-Adviser accepts such
     appointment and agrees to render the services herein set
     forth, for the compensation herein provided.

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

     2.   DUTIES OF ADVISER AND SUB-ADVISER.

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

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

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

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

               (d)  The Trust's Notification of Registration on
          Form N-8A under the 1940 Act as filed with the
          Securities and Exchange Commission on ________, 2000
          and all amendments thereto;

               (e)  The Trust's Registration Statement on Form
          N-1A under the Securities Act of 1933 as amended (the
          A1933 [email protected]) and the 1940 Act (File Nos. 333-84639 and
          811-9521) as filed with the Securities and Exchange
          Commission on ________, 2000, and all amendments
          thereto (the "Registration Statement");

                               2
<PAGE>

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

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

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

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

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

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

                                  3
<PAGE>

          the investments and investment program of each Fund in
          the light of current and prospective economic and
          market conditions.

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

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

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

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

                                    4
<PAGE>

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

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

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

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

               Notwithstanding the foregoing, the Sub-Adviser
          agrees that the Adviser shall have the right by written
          notice to identify securities that may not be purchased
          on behalf of any Fund and/or brokers and dealers
          through which portfolio transaction on behalf of the
          Funds may not be effected, including, without
          limitation, brokers or dealers affiliated with the
          Adviser.  The Sub-Adviser shall refrain from purchasing
          such securities for the Fund or directing any portfolio
          transaction to any such broker or dealer on behalf of
          the Fund, unless and until the written approval of the
          Adviser to do so is obtained, but the Sub-Adviser shall
          not be liable to the Frontier Growth Fund for so
          acting.  In addition, the Sub-Adviser agrees that it
          shall not direct portfolio transactions for the Fund

                                 5
<PAGE>

          through any broker or dealer that is an "affiliated
          person" of the Sub-Adviser (as that term is defined in
          the Act or interpreted under applicable rules and
          regulations of the Securities and Exchange Commission)
          without the prior written approval of the Adviser and
          in no event shall the Sub-Adviser direct portfolio
          transactions on behalf of the Fund to any broker/dealer
          in recognition of sales of shares of any investment
          company or receipt of research or other service without
          prior written approval of the Adviser.  The Adviser
          agrees that it will provide the Sub-Adviser with a list
          of brokers and dealers that are Aaffiliated [email protected] of
          the Funds.

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

     3.   SUB-ADVISORY FEE.

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

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

     4.   EXPENSES.

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

     5.   COMPLIANCE WITH APPLICABLE REGULATIONS.

     In performing its duties hereunder, the Sub-Adviser

                                6
<PAGE>

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

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

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

     6.   LIABILITY OF SUB-ADVISER; INDEMNIFICATION.

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

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

                            7
<PAGE>

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

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

     7.   REPRESENTATIONS AND WARRANTIES.

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

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

     8.   DURATION AND TERMINATION OF THIS AGREEMENT.

                              8
<PAGE>
          (a)  Duration.  This Agreement shall become effective
with respect to the Frontier Growth Fund on the date hereof and,
with respect to any additional Fund, on the date of receipt by
the Adviser of notice from the Sub-Adviser in accordance with
Paragraph 1(b) hereof that the Sub-Adviser is willing to serve as
Sub-Adviser with respect to such Fund.  Unless terminated as
herein provided, this Agreement shall remain in full force and
effect for two years from the date hereof with respect to the
Frontier Growth Fund and, with respect to each additional Fund,
for two years from the date on which such Fund becomes a Fund
hereunder. Subsequent to such initial periods of effectiveness,
this Agreement shall continue in full force and effect for
periods of one year thereafter with respect to each Fund so long
as such continuance with respect to any such Fund is approved at
least annually (a) by either the Trustees of the Trust or by vote
of a majority of the outstanding voting securities (as defined in
the 1940 Act) of such Fund, and (b) in either event, by the vote
of a majority of the Trustees of the Trust who are not parties to
this Agreement or "interested persons" (as defined in the 1940
Act) of any such party, cast in person at a meeting called for
the purpose of voting on such approval.

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

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

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

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

                                 9
<PAGE>

     9.   SERVICES NOT EXCLUSIVE.

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

     10.  RESERVATION OF NAME.

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

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

                              10
<PAGE>

     11.  MISCELLANEOUS.

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

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

          Sub-Adviser:   Frontier Capital Management Company, LLC
                         99 Summer Street
                         Boston, MA  02110
                         Facsimile No.: 617-261-0684
                         Attention: J. Kirk Smith

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

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

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

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

                               11
<PAGE>

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


                              THE MANAGERS FUNDS LLC


                                 By:
                                 Name:
                                 Title:

                              FRONTIER CAPITAL MANAGEMENT
                              COMPANY, LLC


                                 By:
                                 Name:
                                 Title:

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


                              MANAGERS AMG FUNDS


                                 By:
                                 Name:
                                 Title:

                           12
<PAGE>

                           SCHEDULE A

Frontier Growth Fund
--------------------

     The Adviser shall pay to the Sub-Adviser an annual gross
investment sub-advisory fee equal to 0.85% of the average daily
net assets of the Frontier Growth Fund.  Such fee shall be
accrued daily and paid as soon as practical after the last day of
each calendar month.

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

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

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

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

                                 13
<PAGE>

Exhibit e.2
------------

                        LETTER AGREEMENT

                      Frontier Growth Fund

                     Distribution Agreement

September ___, 2000

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

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

Ladies and Gentlemen:

Managers AMG Funds (the "Trust") hereby advises you that it is
creating a new series to be named Frontier Growth Fund (the "New
Fund"), and that the Trust desires The Managers Funds LLC
("Managers") to provide distribution services with respect to the
New Fund pursuant to the terms and conditions of the Distribution
Agreement between the Trust and Managers dated October 19, 1999.
The Trust agrees to pay Managers .25% of the average daily value
of net assets represented by shares of the New Fund as payment
for the services to be performed by the Managers pursuant to the
Distribution Agreement with respect to the New Fund.

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

Sincerely,

Managers AMG Funds

By:  _______________________________
   Name:
   Title:

ACKNOWLEDGED AND ACCEPTED
-------------------------

The Managers Funds LLC

By:  _______________________________
   Name:
   Title:
   Date:


<PAGE>

Exhibit i.2
-----------

            [Goodwin, Procter & Hoar LLP Letterhead]





                       September 15, 2000


Managers AMG Funds
40 Richards Avenue
Norwalk, Connecticut  06854

Ladies and Gentlemen:

     As counsel to Managers AMG Funds (the "Trust") 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
Frontier Growth 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. 4 (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.1
------------


                         CODE OF ETHICS

                           ADOPTED BY

                       MANAGERS AMG FUNDS


                 EFFECTIVE  September 7, 2000


<PAGE>

     Managers AMG Funds (the "Trust") adopts this Code of Ethics
(the "Code"), effective as of September 7, 2000 pursuant to
Rule 17j-1 under the Investment Company Act of 1940, as amended
(the "1940 Act"), with respect to certain types of personal
securities transactions and to establish reporting requirements
and enforcement procedures with respect to such transactions.

I.   DEFINITIONS

     1.   "Trust" shall mean Managers AMG Funds, a Massachusetts
business trust.

     2.   "Access Person" shall have the same meaning as that set
forth in Rule 17j-1 under the 1940 Act.

     3.   "Adviser" shall mean any entity that is an investment
adviser or subadviser of any series of the Trust.

     4.   "Adviser's Code of Ethics" shall mean the Code of
Ethics of any Adviser.

     5.   "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.

     6.   A Security is being "considered for purchase or sale"
by the Trust when a recommendation that the Trust purchase or
sell the Security has been made and communicated to an employee
of the Trust, by the Adviser.

     7.   "Control" shall have the same meaning as that set forth
in Section 2(a)(9) of the 1940 Act.  Generally it means the power
to exercise a controlling influence over the management or
policies of a company, unless such power is solely the result of
an official position with such company.

     8.   "Designated Officer" shall mean the person designated
by the Board of Trustees of the Trust to receive reports and take
certain actions as provided in this Code of Ethics.

     9.   "Distributor" shall mean The Managers Fund LLC.

     10.  "Distributor's Code of Ethics" shall mean the Code of
Ethics of the Distributor.

     11.  "Interested Person" shall have the same meaning as that
set forth in Section 2(a)(19) of the 1940 Act.

     12.  "Independent Trustee" shall be any trustee of the Trust
who is not an Interested Person of the Trust.

     13.  "Purchase" or "Sale" of a Security includes, without
limitation, the writing of an option to purchase or sell a
Security.

                             2
<PAGE>

     14.  "Security" shall have the same meaning as that set
forth in Section 2(a)(36) of the 1940 Act (generally, all
securities) except that it shall not include (i) direct
obligations of the Government of the United States, (ii) bankers'
acceptances, bank certificates of deposit, commercial paper and
high quality short-term debt instruments, including repurchase
agreements, and (iii) shares issued by registered open-end
investment companies.

     15.  "Special Access Person" shall mean a trustee or officer
of the Trust who is neither an Independent Trustee nor an
officer, director or employee of any Adviser or Distributor of
the Trust.

     16.  "Special Designated Officer" shall mean the person
designated by the Board of Trustees of the Trust to receive
reports of Special Access Persons and take certain actions as
provided in this Code of Ethics.


II.  STATEMENT OF GENERAL PRINCIPLES
     -------------------------------
     1.   Fiduciary Obligations.   Every person subject to this
Code should keep the following general fiduciary principles in
mind in discharging his obligations under the Code.  Each such
person shall:

          (a)  at all times, place the interests of the Trust
               before his personal interests;

          (b)  conduct all personal Securities transactions in a
               manner consistent with this Code, so as to avoid
               any actual or potential conflicts of interest, or
               an abuse of position of trust and responsibility;
               and

          (c)  not take any inappropriate advantage of his
               position with or on behalf of the Trust.

     2.   Prohibited Practices.  No person subject to this Code
may:

          (a)  employ any device, scheme or artifice to defraud
               the Trust;

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

          (c)  engage in any act, practice or course of business
               that operates or would operate as a fraud or
               deceit on the Trust; or

          (d)  engage in any manipulative practice with respect
               to the Trust.

                                       3
<PAGE>

III. CODE PROVISIONS APPLICABLE TO ACCESS PERSONS OF THE TRUST
     WHO ARE ALSO ACCESS PERSONS OF AN ADVISER OR DISTRIBUTOR
     ---------------------------------------------------------
     1.   Code of Ethics of Each Adviser and Distributor. The
provisions of each Adviser's Code of Ethics and the Distributor's
Code of Ethics are hereby adopted as the Code of Ethics of the
Trust applicable to those Access Persons of the Trust that are
also Access Persons of the Adviser and/or Distributor,
respectively, and the provisions of each such Adviser's Code of
Ethics and Distributor's Code of Ethics are hereby made part of
this Code of Ethics with respect to such persons.  A violation of
the Adviser's Code of Ethics or Distributor's Code of Ethics by
any such Access Person shall also constitute a violation of this
Code of Ethics.

     2.   Reports. Access Persons of the Trust that are also
Access Persons of an Adviser or the Distributor shall file with
such Adviser or Distributor, as the case may be, the reports
required by the Adviser's Code of Ethics or Distributor's Code of
Ethics, as applicable.


IV.  CODE PROVISIONS APPLICABLE ONLY TO INDEPENDENT TRUSTEES
     -------------------------------------------------------
     1.   Reports.

          (a)  Each Independent Trustee of the Trust shall file
               with the President of the Trust a written report
               containing the information described in Section
               IV.1(b) of this Code with respect to each
               transaction in any Security in which such
               Independent Trustee has, or by reason of such
               transaction acquires, any direct or indirect
               beneficial ownership, if such Independent Trustee
               knew, or in the ordinary course of fulfilling his
               or her official duties as a trustee of the Trust,
               should have known that during the 15-day period
               immediately before or after the Independent
               Trustee's transaction:

                    (i)  the Trust purchased or sold such
                         Security, or

                    (ii) the Trust or its Adviser considered
                         purchasing or selling such Security;

               provided, however, that such Independent Trustee
               shall not be required to make a report with
               respect to any transaction effected for any
               account over which he does not have any direct or
               indirect influence or control, such as automatic
               dividend reinvestment accounts, automatic employer-
               sponsored savings and stock programs, blind trust
               accounts, money market accounts and IRA, Keogh and
               401K accounts which the Independent Trustee cannot
               control or influence.

               Each such report may contain a statement that the
               report shall not be construed as an admission by
               the Independent Trustee that he has any direct or

                                 4
<PAGE>

               indirect beneficial ownership in the Security to
               which the report relates.

          (b)  Such report shall be made not later than 10 days
               after the end of each calendar quarter and shall
               contain the following information:

                    (i)  the date of each transaction, the title
                         of and the number of shares or the
                         principal amount of each Security
                         involved, as applicable;

                    (ii) the nature of each transaction (i.e.,
                         purchase, sale or any other type of
                         acquisition or disposition);

                    (iii)the price at which each transaction
                         was effected; and

                    (iv) the name of the broker, dealer or bank
                         with or through whom each transaction
                         was effected.


     2.   Review.  The President of the Trust shall review or
supervise the review of the personal Securities transactions
reported pursuant to Section IV.1.  As part of that review, each
such reported Securities transaction shall be compared against
completed and contemplated portfolio transactions of the Trust to
determine whether a violation of this Code may have occurred.  If
the President of the Trust determines that a violation may have
occurred, he shall submit the pertinent information regarding the
transaction to counsel for the Trust.  Such counsel shall
evaluate whether a material violation of this Code has occurred.
Before making any determination that a violation has occurred,
such counsel shall give the person involved an opportunity to
supply additional information regarding the transaction in
question and shall consult with counsel for the Independent
Trustee whose transaction is in question.

     3.   Sanctions.  If Trust's counsel determines that a
material violation of this Code has occurred, such counsel shall
so advise the President of the Trust.  The President shall
provide a written report of counsel's determination to the Board
of Trustees (other than the Trustee whose actions are at issue)
for such further action and sanctions as said Board deems
appropriate, which sanctions may, in the Board's discretion,
include removal of the Independent Trustee.

V.   CODE PROVISIONS APPLICABLE ONLY TO SPECIAL ACCESS PERSONS
     ---------------------------------------------------------
     1.   Reports.

          (a)  Initial Report.

               Each Special Access Person of the Trust shall file
               with the Special Designated Officer, not later
               than 10 days after the person becomes a Special

                                5
<PAGE>

               Access Person, a written report containing the
               following information:

                    (i)  the title of and the number of shares
                         and the principal amount of each
                         Security in which the Special Access
                         Person had any direct or indirect
                         beneficial ownership when the person
                         became a Special Access Person;

                    (ii) the name of the broker, dealer or bank
                         with whom the Special Access Person
                         maintained an account in which any
                         securities were held for the direct or
                         indirect benefit of the Special Access
                         Person as of the date that person became
                         a Special Access Person; and

                    (iii)the date such report is submitted
                         by the Special Access Person.

          (b)  Annual Report.

               Annually, each Special Access Person of the Trust
               shall file with the Special Designated Officer a
               written report containing the following
               information, current as of a date no more than 30
               days before the report is submitted:

                    (i)  the title of and the number of shares
                         and the principal amount of each
                         Security in which the Special Access
                         Person had any direct or indirect
                         beneficial ownership;

                    (ii) the name of the broker, dealer or bank
                         with whom the Special Access Person
                         maintained an account in which any
                         securities were held for the direct or
                         indirect benefit of the Special Access
                         Person; and

                    (iii)the date such report is submitted
                         by the Special Access Person.

          (c)  Quarterly Reports.

               Each Special Access Person of the Trust shall file
               with the Special Designated Officer, no later than
               10 days after the end of each calendar quarter, a
               written report containing the following
               information:

                    (i)  the date of each transaction, the title
                         of and the number of shares or the
                         principal amount of each Security
                         involved, as applicable;

                                6
<PAGE>

                    (ii) the nature of each transaction (i.e.,
                         purchase, sale or any other type of
                         acquisition or disposition);

                    (iii)the price at which each transaction
                         was effected; and

                    (iv) the name of the broker, dealer or bank
                         with or through whom each transaction
                         was effected.

               In lieu of such a report the Special Access Person
               may provide broker trade confirmations or monthly
               account statements, if such trade confirmations or
               account statements contain the information
               required by Section V.1(c) of this Code.

          (d)  Exceptions and Disclaimers.

               A Special Access Person need not make a report
               under Section V.1 with respect to transactions
               effected for, and Securities held in, any account
               over which the person has no direct or indirect
               influence or control such as automatic dividend
               reinvestment accounts, automatic employer-
               sponsored savings and stock programs, blind trust
               accounts, money market accounts as well as IRA,
               Keogh and 401K accounts which the Special Access
               Person cannot control or influence.

               Any report under Section V.1 may contain a
               statement that the report shall not be construed
               as an admission by the Special Access Person that
               he has any direct or indirect beneficial ownership
               in the Security to which the report relates.

     2.   Review.   If the Special Designated Officer determines
that a Special Access Person may have violated this Code, he
shall submit the pertinent information regarding the transaction
to counsel for the Trust.  Such counsel shall evaluate whether a
material violation of this Code has occurred.  Before making any
determination that a violation has occurred, such counsel shall
give the Special Access Person involved an opportunity to supply
additional information regarding the transaction in question and
shall consult with counsel for the Special Access Person whose
transaction is in question.

     3.   Sanctions.  If counsel for the Trust determines that a
material violation of this Code has occurred, such counsel shall
so advise the Special Designated Officer.  The Special Designated
Officer shall provide a written report of counsel's determination
to the Board of Trustees (other than any Trustee whose actions
are at issue) for such further action and sanctions as said Board
deems appropriate.

                                  7
<PAGE>

VI.  REVIEW BY THE BOARD OF TRUSTEES
     -------------------------------
     1.   Material Amendment or Revision of Adviser's or
Distributor's Code of Ethics.  Any material amendment or revision
of an Adviser's Code of Ethics or Distributor's Code of Ethics
shall be deemed to be an amendment or revision of Section III.1
of this Code, and such material amendment or revision shall be
promptly furnished to the Independent Trustees of the Trust.  The
Board must approve a material change to an Adviser's Code of
Ethics or Distributor's Code of Ethics no later than six (6)
months after adoption of such material change.

     2.   Annual Written Reports.  No less frequently than
annually, the Designated Officer shall provide a written report
to the Board with respect to the Trust, and shall request from
each Adviser and Distributor with respect thereto a written
report to be provided the Board, which reports shall:

          (a)  describe any issues arising under the applicable
               Code since the last report to the Board,
               including, but not limited to, information about
               material violations of the applicable Code and
               sanctions imposed in response to such material
               violation; and

          (b)  certify that the Trust, the Adviser and the
               Distributor, as applicable, has adopted procedures
               reasonably necessary to prevent Access Persons
               from violating the applicable Code.


VII. MISCELLANEOUS PROVISIONS
     ------------------------
     1.   Records.  The Trust shall maintain records in the
manner and to the extent set forth below, which records may be
maintained on microfilm under the conditions described in Rule
31a-2(f)(1) under the 1940 Act and shall be available for
examination by representatives of the Securities and Exchange
Commission:

          (a)  A copy of this Code, and any other code which is
               or at any time within the past five years has been
               in effect, shall be preserved in an easily
               accessible place;

          (b)  A record of any violation of this Code and of any
               action taken as a result of such violation shall
               be preserved in an easily accessible place for a
               period of not less than five years following the
               end of the fiscal year in which the violation
               occurs;

          (c)  A copy of each report made pursuant to this Code
               shall be preserved for a period of not less than
               five years from the end of the fiscal year in
               which it is made, the first two years in an easily
               accessible place; and

                                  8
<PAGE>

          (d)  A list of all persons who are, or within the past
               five years have been, required to make reports
               pursuant to this Code shall be maintained in an
               easily accessible place.

     2.   Confidentiality.  All reports of Securities
transactions and any other information filed with the Trust or
furnished to any person pursuant to this Code shall be treated as
confidential, but are subject to review as provided herein and by
representatives of the Securities and Exchange Commission.

     3.   Interpretation of Provisions.  The trustees of the
Trust may from time to time adopt such interpretation of this
Code as they deem appropriate.

     4.   Effect of Violation of this Code.  In adopting this
Code of Ethics, it is not intended that a violation of this Code
is or should be considered to be a violation of Rule 17j-1.

<PAGE>

Exhibit p.2
-----------



                       CODE OF ETHICS

                             FOR

                   THE MANAGERS FUNDS LLC






















                                   Adopted September 8, 2000

<PAGE>

I.   PURPOSE

     The Managers Funds LLC has a fiduciary duty to its
clients which requires each employee to act solely for the
benefit of clients.  This Code of Ethics (the "Code") has
been adopted in accordance with Rule 17j-1(b) under the
Investment Company Act of 1940, as amended (the "Act").
Rule 17j-1 under the Act generally proscribes fraudulent or
manipulative practices with respect to purchases or sales of
securities held or to be acquired by investment companies,
if effected by affiliated persons of such companies or of
their investment advisers or principal underwriters.  The
purpose of this Code is to provide regulations and
procedures consistent with the Act, and Rule 17j-1
thereunder.  Rule 17j-1(a) sets forth the following general
prohibitions:

     It shall be unlawful for any affiliated person of or
     principal underwriter for a registered investment
     company, or any affiliated person of an investment
     adviser of or principal underwriter for a registered
     investment company in connection with the purchase or
     sale, directly or indirectly, by such person of a
     security held or to be acquired, as defined in the
     Rule, by such registered investment company to:

     1.   employ any device, scheme or artifice to defraud
          such registered investment company;

     2.   make to such registered investment company any
          untrue statement of material fact or omit to state
          to such registered investment company a material
          fact necessary in order to make the statements
          made, in light of the circumstances under which
          they are made, not misleading;

     3.   engage in any act, practice, or course of business
          which operates or would operate as a fraud or
          deceit upon any such registered investment
          company; or

     4.   engage in any manipulative practice with respect
          to such registered investment company.

     Also, each employee has a duty to act in the best
interest of the firm.  In addition to the various laws and
regulations covering our activities, it is clearly in our
best interest as a professional investment advisory
organization to avoid potential conflicts of interest or
even the appearance of such conflict with respect to the
conduct of our officers and employees.  While it is not
possible to anticipate all instances of potential conflict,
the standard is clear.

II.  GENERAL PRINCIPLES

     In light of our professional and legal
responsibilities, we believe it is appropriate to restate
and periodically distribute the firm's Code to all
employees.  Our aim is to be as flexible as possible in our
organization and our internal procedures, while
simultaneously protecting our organization and our clients
from the damage that could arise from a situation involving
a real or apparent conflict of interest.  As a general
principle, it is imperative that those who work on behalf of
an Investment Company avoid any situation that might
compromise, or call into question, their exercise of fully
independent judgment in the interests of shareholders.  If
you have any doubt as to the propriety of any activity, you
should consult the Compliance Department.

     While it is not possible to specifically define and
prescribe rules regarding all possible cases in which
conflicts might arise, this Code is designed to set forth
our policy regarding employee conduct in those situations in
which conflicts are most likely to develop.  As you consider
the more detailed portions of the Code below, you should
keep in mind the following fundamental fiduciary principles
that govern personal investment activities:

     A.   The interests of the shareholders must come first.
          In any decision relating to your personal
          investments, you must scrupulously avoid serving
          your own interests ahead of those of the
          shareholders.

                               2
<PAGE>

     B.   Personal investments should comport with both the
          letter and the spirit of this Code, and should
          avoid any actual or potential conflicts of
          interest.

     C.   Adviser personnel should not take inappropriate
          advantage of their position.

III. DEFINITIONS

     A.   "Adviser" means The Managers Funds LLC

     B.   "Access Person" means any officer, member or
          Advisory Person of the Adviser.

     C.   "Advisory Person" means (1) any employee of the
          Adviser or of any company in a Control
          relationship to the Adviser, who in connection
          with his or her regular functions or duties,
          makes, participates in, or obtains information
          regarding the purchase or sale of a security by an
          Investment Company, or whose functions relate to
          the making of any recommendations with respect to
          such purchases or sales; and (2) any natural
          person in a Control relationship, or deemed by the
          Review Officer to be in a control relationship, to
          the Adviser who obtains information concerning the
          recommendations made to an Investment Company with
          regard to the purchase or sale of a security.

     D.   A security is "being considered for purchase or
          sale" when a recommendation to purchase or sell a
          security has been made and communicated and, with
          respect to the person making the recommendation,
          when such person seriously considers making such a
          recommendation.

     E    "Beneficial Ownership" shall be interpreted to
          include any person who, directly or indirectly,
          through any contract, arrangement, understanding,
          relationship, or otherwise has or shares a direct
          or indirect pecuniary interest in the security.
          As set forth in Rule 16a-1(a)(2) of the Securities
          Exchange Act of 1934, the term "pecuniary
          interest" in securities shall mean the
          opportunity, directly or indirectly, to profit or
          share in any profit derived from a transaction in
          the subject securities.

     F.   "Control" shall have the same meaning as that set forth
          in Section 2(a)(9) of the Act.

     G.   "Investment Company" means a company registered as
          such under the Act or any series thereof for which
          the Adviser is an investment adviser.

     H.   "Personal Securities Transactions" means
          transactions in Securities (i) for your own
          account, including IRAs, or (ii) for an account in
          which you have indirect beneficial ownership,
          unless you have no direct or indirect influence or
          control over the account.  Accounts involving
          family (including husband, wife, minor children or
          other dependent relatives), or accounts in which
          you have a beneficial interest (such as a trust of
          which you are an income or principal beneficiary)
          are included within the meaning of "indirect
          beneficial interest."

     I.   "Purchase or sale of a security" includes, among
          other things, the writing of an option to purchase
          or sell a security, the conversion of a
          convertible security, and the exercise of a
          warrant for the purchase of a security.

     J.   "Review Officer" means the officer of the Adviser
          designated from time-to-time by the Adviser to
          receive and review reports of purchases and sales
          by Access Persons.

     K.   "Security" shall have the meaning set forth in
          Section 2(a)(36) of the Act, except that it shall
          not include (i) direct obligations of the
          Government of the United States, (ii) bankers'

                              3
<PAGE>

          acceptances, bank certificates of deposit,
          commercial paper and high quality short-term debt
          instruments, including repurchase agreements, and
          (iii) shares issued by registered open-end
          investment companies.


     L.   "Security held or to be acquired" by an Investment
          Company means any Security which, within the most
          recent 15 days, (i) is or has been held by such
          company, or (ii) is being or has been considered
          by such company or its Adviser for purchase by
          such company.


IV.  EXEMPTED TRANSACTIONS

     The following transactions are exempt from the
     restrictions and procedures on personal securities
     transactions set forth in Section V.A.1 below:

     A.   Purchases or sales effected in any account over
          which the Access Person has no direct or indirect
          influence or Control;

     B.   Purchases or sales which are non-volitional on the
          part of the Access Person;

     C.   Purchases which are part of an automatic dividend
          reinvestment plan;

     D.   Purchases and sales for which the Review Officer
          has granted an exemption.  The Review Officer may
          grant exemptions from the personal trading
          restrictions in this Code upon determining that
          the transaction for which an exemption is
          requested would not violate any policy embodied in
          this Code and that an exemption is appropriate to
          avoid an injustice to the employee in the
          particular factual situation presented.  Factors
          to be considered may include:  the size and
          holding period of the employee's position in the
          security, the market capitalization of the issuer,
          the liquidity of the security, the reason for the
          employee's requested transaction, the amount and
          timing of client trading in the same or a related
          security, and other relevant factors.

          Any employee wishing an exemption should submit a
          written request to the Review Officer setting
          forth the pertinent facts and reasons why the
          employee believes that the exemption should be
          granted.  Employees are cautioned that exemptions
          are intended to be exceptions, and repetitive
          exemptive applications by an employee will not be
          well received.

V.        RESTRICTIONS AND PROCEDURES ON PERSONAL SECURITIES
          TRANSACTIONS

     A.   Prohibited Purchases and Sales - Except as
          otherwise provided in Section IV hereof:

          1.   No Access Person shall purchase or sell,
               directly or indirectly, any Security
               which he or she has, or by reason of such
               transaction acquires, any direct or indirect
               beneficial ownership and which he or she
               knows or should have known at the time of
               such purchase or sale:

               (a)  is being considered for purchase or sale
               by an Investment Company; or

               (b)  is being purchased or sold by an
               Investment Company.

          2.   No Access Person shall reveal to any other
               person (except in the normal course of his or
               her duties on behalf of an Investment
               Company) any information regarding Securities
               transactions by an Investment Company or
               consideration by an Investment Company or the
               Adviser of any such Securities transaction.

                                 4
<PAGE>

     B.   Gifts:    No Access Person shall receive any gift
          or other thing of more than de minimis value
          ($100) from any person or entity that does
          business with or on behalf of an Investment
          Company.

     C.   Other Conflicts of Interest:     Access Persons
          should also be aware that areas other than
          personal securities transactions or gifts and
          sensitive payments may involve conflicts of
          interest.  The following should be regarded as
          examples of situations involving real or potential
          conflicts rather than a complete list of
          situations to avoid.

          1.   "Inside Information" - Specific reference is
               made to the Adviser's policy on the use of
               "inside information" which applies to
               Personal Securities Transactions as well as
               to client transactions.

          2.   "Use of Information" - Information acquired
               in connection with employment by the
               organization may not be used in any way which
               might be contrary to or in competition with
               the interests of clients.

          3.   "Disclosure of Information" - Information
               regarding actual or contemplated investment
               decisions, research priorities or client
               interests should not be disclosed to persons
               outside of our organization and in no way can
               be used for personal gain.


VI.  COMPLIANCE PROCEDURES

     A.   Preclearance:  All Access Persons are required to
          "preclear" Personal Securities Transactions prior
          to execution through the Review Officer.  This
          includes bonds, stocks (including closed-end
          funds), convertibles, preferreds, options on
          securities, warrants, rights, etc. for domestic
          and foreign Securities whether publicly traded or
          privately placed.  The only exceptions to this
          requirement are automatic dividend reinvestment
          plan acquisitions, financial futures and options
          on futures, automatic employee stock purchase plan
          acquisitions, U.S. Government securities,
          commercial paper, or non-volitional transactions.
          Non-volitional transactions include gifts to you
          over which you have no control of the timing or
          transactions which result from corporate action
          applicable to all similar Security holders (such
          as splits, tender offers, mergers, stock
          dividends, etc.).  Please note, however, that most
          of these transactions must be reported even though
          they do not have to be precleared.  The Review
          Officer may require other persons to preclear
          Personal Securities Transactions as he or she may
          deem necessary and appropriate for compliance with
          this Code.  See Section VIII for reporting
          obligations.

     B.   Initial Public Offerings:     No Access Person may
          acquire securities in an initial public offering
          without the prior written approval of the Review
          Officer.

     C.   Private Placements:     No Access Person may
          acquire securities in a private placement without
          the prior written approval of the Review Officer.

     D.   Records of Securities Transactions:         All
          Access Persons are to direct their brokers to
          supply to the Review Officer, on a timely basis,
          duplicate copies of confirmations of all Personal
          Securities Transactions and copies of periodic
          statements for all Securities accounts.

     E.   Post-Trade Monitoring:   The Review Officer shall
          review all Personal Securities Transactions by
          Access Persons to ensure that no conflict exists
          with Investment Company trades.

                               5
<PAGE>


VII. REPORTING REQUIREMENTS

     A.     Initial  Holdings Report.     No later  than  10
          days  after  becoming  an Access  Person,  whether
          through outside hiring or internal transfer, every
          Access  Person shall report to the Review  Officer
          the following information:

          1.        The title, number of share and principal
               amount  of each Security  in which the Access
               Person had any Beneficial Ownership when  the
               person became an Access Person;

          2.   The  name of any broker, dealer or bank  with
               whom  the Access Person maintained an account
               in  which  any securities were held  for  the
               direct  or  indirect benefit  of  the  Access
               Person  as  of the date the person became  an
               Access Person; and

          3.         The date the report is submitted by the
               Access Person.

     B.   Quarterly Transaction Reports.  No later  than  10
          days after the end of each calendar quarter, every
          Access  Person shall report to the Review Officer,
          the following information1:

          1.   With  respect to any transaction  during  the
               quarter in a Personal Security Transaction in
               which  the  Access Person had any  direct  or
               indirect Beneficial Ownership:

               a.   The  date of the transaction, the title,
                    the  interest rate and maturity date (if
                    applicable),  the number of  shares  and
                    the  principal  amount of each  Security
                    involved;

               b.   The  nature  of  the transaction  (i.e.,
                    purchase,   sale  or   other   type   of
                    acquisition or disposition);

               c.   The  price of the Security at which  the
                    transaction was effected;

               d.   The  name of the broker, dealer or  bank
                    with  or  through which transaction  was
                    effected; and

               e.   The date that the report is submitted by
                    the Access Person.

          2.   With  respect  to any account established  by
               the  Access  Person in which  any  securities
               were  held during the quarter for the  direct
               or indirect benefit of the Access Person:

               a.   The  name of the broker, dealer or  bank
                    with  whom the Access Person established
                    the account;

               b.   The  date  the  account was established;
                    and

               c.   The  date the report is submitted by the
                    Access Person.
_______________________________
1 Access Persons who provide copies of confirmations and
periodic statements pursuant to Section VII hereof need only
certify in such report that no other transactions were
executed during the quarter.

                              6
<PAGE>

     C.   Annual   Holdings   Reports  and   Certifications.
          Annually,  every  Access Person shall  report  and
          certify    the   following   information    (which
          information must be current as of a date  no  more
          than 30 days before the report is submitted):

          1.          The   title,  number  of  shares   and
               principal  amount of each Security  in  which
               the  Access Person had any direct or indirect
               Beneficial Ownership;

          2.   The  name of any broker, dealer or bank  with
               whom  the Access Person maintains an  account
               in  which  any  securities are held  for  the
               direct  or  indirect benefit  of  the  Access
               Person;

          3.          Certification  that  he  or  she   has
               (i)   read  and  understands  this  Code  and
               recognizes that he or she is subject  to  the
               Code  and (ii) complied with all requirements
               of the Code to which he or she is subject and
               disclosed or reported all personal securities
               transactions  required  to  be  disclosed  or
               reported pursuant to the requirements of  the
               Code; and

          4.   The  date that the report is submitted by the
               Access Person.

     D.   Exceptions to Reporting Requirements.   An  Access
          Person  need not make a report under this  Section
          VII with respect to transactions effected for, and
          Securities  held in, any account  over  which  the
          person  has  no  direct or indirect  influence  or
          control.

     The reports required by this section may also contain a
     statement declaring that the reporting or recording of
     any transaction shall not be construed as an admission
     that the Access Person making the report has any direct
     or indirect Beneficial Ownership in the Security to
     which the reports relates.

VIII.     SANCTIONS


     If the Review Officer determines that an employee has
     committed a violation of the Code, the Review Officer
     shall promptly notify the Chief Executive Officer of
     the  Adviser, who shall be responsible for determining
     whether it is appropriate to impose sanctions or take
     other actions against the employee.  The Chief
     Executive Officer shall make such determination in
     light of all relevant facts and circumstances,
     including the nature and seriousness of the violation,
     the extent to which the violation reflects a willful
     disregard of the employee's responsibilities under the
     Code and the employee's past history of compliance or
     non-compliance with the Code. Such sanctions or other
     actions may include, but are not limited to, one or
     more of the following:

     *    requiring the employee to refrain from personal trading
          for a period;
     *    disgorgement of any profits associated with
          transactions which constitute a violation of the Code, or
          restitution to an affected client or investment company;
     *    requiring the employee to reverse the trade(s) in
          question and forfeit any profit or absorb any loss derived
          therefrom;
     *    a letter of censure;
     *    a monetary fine levied at the employee;
     *    suspension of the employment of the employee;
     *    termination of the employment of the employee;
     *    civil referral to the SEC or other civil regulatory
          authority, if appropriate under the circumstances; or
     *    criminal referral, if appropriate under the
     	    circumstances.

                           7
<PAGE>

     The Chief Executive Officer shall have the sole
     authority to determine the sanction or other action, if
     any, to be imposed for any violation of the Code,
     including appropriate disposition of any monies
     forfeited pursuant to this provision. Prior to imposing
     sanctions or taking other actions against the employee,
     the Chief Executive Officer shall provide the employee
     with an opportunity to present information bearing on
     these matters.

     Failure to comply with any sanctions, including the
     failure to abide by a directive to reverse a trade or
     refrain from further trading, may result in the
     imposition of additional sanctions.  Unless, in the
     opinion of the Chief Executive Officer, there are
     extenuating circumstances, a repeat violation of the
     Code and any violation involving deception, dishonesty
     or a willful failure to comply, will result in one or
     more of the most severe sanctions, including the
     imposition of a monetary fine and/or the suspension or
     termination of employment.

     If the employee committing the violation is the Chief
     Executive Officer, rather than reporting to the Chief
     Executive Officer the Review Officer shall make his/her
     report to the President of TMF Corp., who shall then
     make a determination with respect to sanctions or
     actions described above in place of the Chief Executive
     Officer.

<PAGE>

Exhibit p.4
-----------


                   CODE OF ETHICS
      FRONTIER CAPITAL MANAGEMENT COMPANY, LLC


              Individual Code of Ethics
              -------------------------

As  an  employee  and/or member  of  the  Management
Committee  of  Frontier Capital Management  Company,
LLC  (`FCMC') (an "employee") the undersigned agrees
to  abide by the following Code of Ethics in  regard
to  personal  securities  transactions.   This  code
includes any trading done by your spouse or for your
minor  children as well.  Such trades must abide  by
the  procedures  below including  pre-clearance  and
post  quarterly reporting.  Violations of  the  code
are  viewed  as  unacceptable by the  management  of
FCMC,  and  may  result  in  forfeiture  of  related
profits,  monetary penalties, or loss  of  position.
We  encourage  you to seek guidance before  entering
into any ambiguous transactions.

1. In  general personal transactions will in no  way
   conflict  with  the best interest of  the  firm's
   clients.   It  is  expected  at  all  times  that
   responsibility   to  the  client   will   receive
   priority over personal interest.

2. An  employee must have pre-clearance to trade  in
   any covered security (as that term is defined  in
   Rule  17j-1 under the Investment Company  Act  of
   1940,  as amended (the "Act")).  First, the trade
   must  be cleared by the trading desk.  If  it  is
   determined that the covered security is owned  by
   a  FCMC  client, clearance then is sought by  the
   responsible  portfolio manager.  If  the  covered
   security is not owned, clearance should be sought
   by the portfolio manager who would normally trade
   in  stocks of that capitalization size.   If  the
   covered security is appropriate for more than one
   manager,  an  attempt  should  be  made  to  seek
   approval from them as well.  Trade approvals  are
   good  for  two  business days, and then  must  be
   renewed.   Once a trade is approved the clearance
   slip  should  be given to FCMC's Chief  Financial
   Officer.

3. At no time can an employee trade in a stock where
   there is an active order on the trading desk.

4. Employees cannot purchase IPOs or `hot' secondary
   offerings.

5. Employees who buy private placements must discuss
   such  transactions with FCMC's Compliance Officer
   and  obtain  pre-clearance before  committing  to
   them.   It  should  be  recognized  that  private
   placements  have  led to compliance  problems  at
   other  investment firms.  In particular,  serious
   problems  can  occur  if the  company  does  come
   public   and   Frontier  wishes   to   become   a
   shareholder, or the private placement  itself  is
   offered   by  a  brokerage  firm  that   services
   Frontier.

<PAGE>

6. Employees  (and  their spouses) are  required  to
   sign  the attached form which directs your broker
   to  send  us  a duplicate confirm of  all  equity
   trades you make.  We will need one form for  each
   broker.

7. Within  10 days of becoming an employee of  FCMC,
   the employee and his/her spouse will fill out and
   return  to  FCMC's Compliance Officer an  initial
   holdings report as required pursuant to Rule 17j-
   1(d)(1)(i) under the Act.

8. Within  10  days  of the close  of  the  calendar
   quarter the employee and his spouse will fill out
   and   return  to  FCMC's  Compliance  Officer   a
   quarterly transaction report as required pursuant
   to Rule 17j-1(d)(1)(ii) under the Act.

9. Within  30  days  of the close of  each  calendar
   year,  the employee and his/her spouse will  fill
   out  and  return to FCMC's Compliance Officer  an
   annual  holdings report as required  pursuant  to
   Rule 17j-1(d)(1)(iii) under the Act.

10.Personal transactions in companies with a  market
   value less than $2 billion or where the employees
   total  position  is  greater than  $200,000  must
   abide  by the following rules.  If the transactor
   is  an  analyst with research responsibility  for
   the  stock, he must receive prior clearance  from
   all portfolio managers who own the stock.  If the
   transactor  is a portfolio manager who  owns  the
   stock in his portfolios, above transactions  that
   are  purchases are prohibited if a full  position
   has  not  been  bought for the client;  similarly
   transactions that are sales are prohibited  until
   the client's position is sold.

11.Portfolio  managers will also adhere  to  special
   blackout rules on personal transactions.  In  the
   case  where the manager has purchased or  sold  a
   stock  personally,  he  will  have  to  wait  ten
   business  days before buying for the client.   In
   the  case where the manager has sold the client's
   position, he must wait ten days before buying the
   stock personally.  The intent of this rule is  to
   eliminate  any  appearance  of  front-running  or
   misuse  of the client's market power.  Exceptions
   can be granted by the Compliance Officer.

12.At  all  times all personal conduct in the  stock
   market will abide by federal and state securities
   laws.

13.Employees  wishing  to become directors  of  for-
   profit  organizations must seek  permission  from
   the Management Committee.

<PAGE>

14.The   compliance   committee   that   can   clear
   transactions  includes:  Michael  A.  Cavarretta,
   Thomas W. Duncan, Thomas W. Duncan, Jr., Grace K.
   Fey,  John  G. Higgins, Stephen M. Knightly,  and
   William A. Teichner and J. David Wimberly.

15.The  Management Committee reserves the  right  to
   modify    the    above   rules   in   exceptional
   circumstances.






______________________        _______________________

   Signature                       Date


<PAGE>
                           SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in this City of Boston and
Commonwealth of Massachusetts on the 15th day of September, 2000.

                                    MANAGERS AMG FUNDS

                                        By:/s/John Kingston, III
                                        John Kingston, III
                                        Secretary

     Signature              Capacity                 Date


/s/ Jack W. Aber*             Trustee                September 15, 2000
Jack W. Aber


/s/ William E. Chapman, II*   Trustee               September 15, 2000
William E. Chapman, II


/s/ Sean M. Healey*           Trustee               September 15, 2000
Sean M. Healey


/s/ Edward J. Kaier*          Trustee               September 15, 2000
Edward J. Kaier


/s/ Eric Rakowski*            Trustee               September 15, 2000
Eric Rakowski


/s/ Peter Lebovitz*   President and Principal       September 15, 2000
Peter Lebovitz            Executive Officer


/s/Donald S. Rumery   Treasurer, Principal FinancialOfficer  September 15, 2000
Donald Rumery           and Principal Accounting Officer


By:/s/John Kingston, III
-------------------------
*John Kingston, III pursuant to power of attorney filed herewith.


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