U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer:
The Managers Funds
40 Richards Ave.
Norwalk, CT 06854
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2. Name of each series or class of funds for which this notice is filed:
See attached listing
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3. Investment Company Act File Number: 811-3752
Securities Act File Number: 2-84012
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4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before terminati0on of the issuer's 241-2
declaration:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1993 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
36,319,437 shares representing $901,394,816
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 241-2:
1,732,486 shares representing $60,812,360
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9. Number and aggregate sale price of securities sold during the fiscal year:
8,490,689 shares representing $260,965,844
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2
8,490,689 shares representing $260,965,844
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $260,965,844
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plan (from Item 11, if applicable): +
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -361,204,119
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant
to Rule 24e-2 (if applicable): +
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(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance
on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)]
(if applicable): 0
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(vi) Multipler prescribed by Section 6(b) of
the Securities Act of 1993 or other
applicable law or regulation (see
instruction C.6): x
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(vii) Fee due [line (i) or line (v) multipled
by line (vi)] 0
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INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR, SEE INSTRUCTION C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CPR 202.3a)
/ /
Date of mailing or WIRE TRANSFER of filing fees to the Commission's lockbox
depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Donald S. Rumery
Treasurer
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Date February 20, 1996
* Please print the name and title of the signing officer below the signature.
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THE MANAGERS FUNDS
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MANAGERS GLOBAL BOND FUND
MANAGERS CAPITAL APPRECIATION FUND
MANAGERS SPECIAL EQUITY FUND
MANAGERS INCOME EQUITY FUND
MANAGERS INTERNATIONAL EQUITY FUND
MANAGERS BOND FUND
MANAGERS SHORT GOVERNMENT FUND
MANAGERS SHORT & INTERMEDIATE FUND
MANAGERS MUNICIPAL BOND FUND
MANAGERS SHORT MUNICIPAL FUND
MANAGERS INTERMEDIATE MORTGAGE FUND
MANAGERS GLOBAL OPPORTUNITY FUND
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SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue New York, New York
10022-9998
February 15, 1996
VIA EDGAR
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The Managers Funds
40 Richards Avenue
Norwalk, Connecticut 06854
Dear Sirs:
The Managers Funds, an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), is filing with the
Securities and Exchange Commission a Rule 24f-2 Notice pertaining to thirteen of
its series (each, a "Fund"), containing the information specified in paragraph
(b)(1) of Rule 24f-2 under the Investment Company Act of 1940 (the "Rule"). The
effect of the Rule 24f-2 Notice, when accompanied by this opinion and by the
filing fee, if any, payable as prescribed by paragraph (c) of the Rule will be
to make definite in number the number of shares sold by the Funds during their
fiscal year ended December 31, 1995 in reliance upon the Rule (the "Rule 24f-2
Shares").
We have, as counsel, participated in various proceedings relating to the
Trust and the Funds and to the Rule 24f-2 Shares. We have examined copies,
either certified or otherwise proven to our satisfaction to be genuine, of the
Trust's Declaration of Trust and By-Laws, as currently in effect, and a
certificate dated January 24, 1996 issued by the Secretary of State of the
Commonwealth of Massachusetts, certifying to the existence of the Trust. We have
also reviewed the Trust's Registration Statement on Form N-1A, post-effective
amendments thereto and the form of the Rule 24f-2 Notice being filed by the
Funds. We are generally familiar with the business affairs of the Funds and the
Trust.
The Trust has advised us that the Rule 24f-2 Shares were sold in the manner
contemplated by the prospectus of the Trust that was current and effective under
the Securities Act of 1933 at the time of sale, and that the Rule 24f-2 Shares
were sold for a consideration not less than the net asset value thereof as
required by the Investment Company Act of 1940.
Based on the foregoing, it is our opinion that:
1. The Trust has been organized and is legally existing under the laws of
the Commonwealth of Massachusetts.
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2. The Trust is authorized to issue an unlimited number of Shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable. However, we note that, as set forth in the Trust's Registration
Statement, shareholders of the Trust might, under certain circumstances, be
liable for transactions effected by the Trust.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Funds, and to the
filing of this opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that we
are not licensed to practice law in the Commonwealth of Massachusetts, and to
the extent that any opinion expressed herein involves the law of Massachusetts,
such opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of that commonwealth and,
where applicable, published cases, rules or regulations of regulatory bodies of
that commonwealth.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:JHG:JLS:jlk:ss
