MANAGERS FUNDS
PRE 14C, 1996-10-31
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                    SCHEDULE 14C INFORMATION
                                
Information Statement Pursuant to Section 14(c) of the Securities
                      Exchange Act of 1934
                       (Amendment No.   )
                                


Check the appropriate box:

[X]  Preliminary Information Statement
[   ]     Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
[   ]     Definitive Information Statement


          _____________The Managers Funds______________
               (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[   ]     $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-
5(g).
[   ]     Fee computed on table below per Exchange Act Rules 14c-
5(g) and 0-11.

     1)   Title of each class of securities to which transaction
applies:

_____________________________________________________________

     2)   Aggregate number of securities to which transaction
applies:

_____________________________________________________________

     3)   Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state
how it was determined):

_____________________________________________________________

     4)   Proposed maximum aggregate value of transaction:

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     5)   Total fee paid:

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[   ]  Fee paid previously with preliminary materials.

[   ]  Check box if any part of the fee offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously.  Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.

     1)   Amount Previously Paid:

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     2)   Form, Schedule or Registration Statement No.:

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     3)   Filing Party:

____________________________________________________________

     4)   Date Filed:

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[X]  Filing fee no longer applicable.





November 1996

Dear Managers Capital Appreciation Fund Shareholder:

The enclosed information statement details a recent portfolio
manager change in Managers Capital Appreciation Fund.  This
change was prompted by the retirement of one of the Fund's
previous portfolio managers, Howard Shaun of Hudson Capital
Management.  In September, we sent a letter to the Fund's
shareholders which announced that the Fund's Trustees had
approved the hiring of Husic Capital Management to replace
Hudson.

Husic and Dietche & Field Advisers now each manage approximately
one half of the Fund.  We are optimistic that the Fund will
continue to benefit under the management of these two fine firms.

As a matter of regulatory compliance, we send you this
information statement which describes the management structure of
the Fund, ownership of Husic, as well as the terms of the sub-
advisory agreement with Husic which your Trustees have approved.

Please feel free to call us at (800)835-3879 should you have any
questions on the enclosed information statement.  We thank you
for your continued interest in The Managers Funds.

Sincerely,
/s/ Robert P. Watson
Robert P. Watson
President

                       THE MANAGERS FUNDS
                                
               Managers Capital Appreciation Fund
                                
                       40 Richards Avenue
                   Norwalk, Connecticut  06854
                      ____________________
                                
                      INFORMATION STATEMENT
                      ____________________

     This information statement is being provided to the
shareholders of Managers Capital Appreciation Fund in lieu of a
proxy statement, pursuant to the terms of an exemptive order the
Trust has received from the Securities and Exchange Commission
which permits the Fund's manager to hire new sub-advisers and to
make changes to existing sub-adviser contracts with the approval
of the Trustees, but without obtaining shareholder approval.

     This information statement will be mailed on or about
November 8, 1996.

The Trust

     Managers Capital Appreciation Fund (the "Capital
Appreciation Fund" or the "Fund") is an investment portfolio of
The Managers Funds, a Massachusetts business trust (the "Trust").
The Trust has entered into an investment management agreement
with The Managers Funds, L.P. (the "Manager"), dated August 17,
1990 (the "Management Agreement").  Under the Management
Agreement, it is the responsibility of the Manager to select,
subject to review and approval by the Trustees, one or more sub-
advisers (the "Sub-Advisers") to manage the portfolio of each
investment portfolio of the Trust (each a "Fund"), to review and
monitor the performance of these Sub-Advisers on an ongoing basis
and to recommend changes in the roster of Sub-Advisers to the
Trustees as appropriate.  The Manager is responsible for
allocating the Funds' assets among the Sub-Advisers for each Fund
that has more than one Sub-Adviser.  The portion of a Fund's
assets managed by a Sub-Adviser may be adjusted from time to time
in the sole discretion of the Manager, and it is possible that an
approved Sub-Adviser may not manage any portion of the Fund's
assets.  The Manager is also responsible for conducting all
business operations of the Trust, except those operations
contracted to the custodian or transfer agent.  As compensation
for its services, the Manager receives a fee from each Fund, out
of which the Manager pays all fees payable to the Sub-Advisers of
that Fund.  The Funds, therefore, pay no fees to the Sub-
Advisers.

     The Manager recommends Sub-Advisers for the Funds to the
Trustees based upon its continuing quantitative and qualitative
evaluation of the Sub-Advisers' skills in managing assets
pursuant to specific investment styles and strategies.  Short-
term investment performance, by itself, is not a significant
factor in selecting or terminating a Sub-Adviser and the Manager
does not expect to recommend frequent changes of Sub-Advisers.

     The Sub-Advisers do not provide any services to the Funds
except portfolio investment management and related record-keeping
services.  However, in accordance with procedures adopted by the
Trustees, a Sub-Adviser or its affiliated broker-dealer may
execute portfolio transactions for a Fund and receive brokerage
commissions in connection therewith as permitted by Section 17(e)
of the Investment Company Act of 1940, as amended (the "1940
Act"), and the rules thereunder.

The Sub-Advisory Agreement

     Since December, 1986, Hudson Capital Advisers ("Hudson") has
served as one of the Fund's Sub-Advisers.   In June of 1996, the
Manager was advised by Hudson's principal and senior portfolio
manager, Howard Shaun, of Mr. Shaun's planned retirement.  The
Manager advised the Trustees of Mr. Shaun's announcement and
commenced a search for a replacement for Hudson.  At a meeting
held on September 9, 1996, the Trustees, including a majority of
the non-interested Trustees, acting upon the Manager's
recommendation, approved a sub-advisory agreement (the "New
Agreement") with Husic Capital Management ("Husic") which became
effective immediately.  The recommendation to hire Husic was made
by the Manager after extensive research of numerous candidate
firms and qualitative and quantitative analysis of each
candidate's structure, investment process and style and long-term
performance record.  The Manager believes that Husic's management
style is appropriately suited to the Fund and expects Husic's
style, which focuses on larger capitalization growth stocks, to
complement that of the Fund's other Sub-Adviser, Dietche & Field
Advisers ("Dietche"), with portfolio holdings in mid- to large-
capitalization stocks.

     Under the Management Agreement, the Fund pays the Manager a
fee equal to 0.80% of the Fund's average daily net assets. From
this amount, the Manager has paid (under the previous agreement
with Hudson), and will continue to pay (under the New Agreement
and the continuing agreement with Dietche) each Sub-Adviser a fee
of 0.40% of the Fund's average daily net assets under such Sub-
Adviser's management.  For the fiscal year ended December 31,
1995, the Fund paid the Manager $635,588, of which the Manager
paid $156,119 and $160,753 to Dietche and Hudson, respectively.
Accordingly, there is no change in management fees payable by the
Fund as a result of the change from Hudson to Husic.

     The New Agreement is somewhat different in form from the sub-
advisory agreement which had been in place with Hudson (the
"Previous Agreement").  In November 1994, the Trustees
unanimously approved the adoption of the new form with respect to
Sub-Advisers retained after that date and at their September 9,
1996 meeting the Trustees approved certain further changes to the
new form.  The new form is very similar in substance to the
Previous Agreement in that it provides for the Sub-Adviser to
manage the portion of the Fund allocated to it on a discretionary
basis, provides for the Manager to compensate the Sub-Adviser for
its services, authorizes the Sub-Adviser to select the brokers or
dealers to effect portfolio transactions for the Fund, and
requires the Sub-Adviser to comply with the Fund's investment
policies and restrictions and with applicable law.  However,
because the previous form of agreement had been in use for a
number of years, the Trustees believed it advisable to conform
the agreement to current standards; accordingly, the Previous
Agreement differs from the New Agreement in certain respects.
For example, the Sub-Adviser's responsibilities with respect to
compliance monitoring and insurance coverage have been clarified.
The form of the New Agreement is attached to this information
statement as Exhibit A.

Information on Husic

     Following is a description of Husic, which is based on
information provided by the Sub-Adviser.  The Sub-Adviser is not
affiliated with the Manager.

HUSIC CAPITAL MANAGEMENT
555 California Street, Suite 2900
San Francisco, CA 94104

     Husic is a limited partnership which is 100% owned by Frank
J. Husic.  The firm commenced operations in 1986, and as of June
30, 1996, had approximately $4 billion under management.  The
firm's directors or principal officers are set forth below; the
principal occupation and address of each is his position with
Husic.

     Name                 Position
Frank J. Husic


     A list of the other registered investment companies for
which Husic serves as an investment adviser or sub-adviser,
showing the approximate net assets of each company as of June 30,
1996 and the rate of Husic's advisory compensation for each
company is as follows:

                     Approximate         Advisory Fee
Investment Company Net Assets at 6/30/96 (as a percentage of average net assets)



Board of Trustees' Recommendation

     In approving the New Agreement, the Trustees, at an in-
person meeting called for the purpose held on September 9, 1996,
considered a number of factors, including (i) the nature and
quality of the services expected to be rendered by Husic to the
Fund; (ii) Husic's investment approach which is expected to
complement that of Dietche and provide additional diversification
to the Fund; (iii) the structure of Husic and its ability to
provide services to the Fund; and (iv) that the fees payable
under the New Agreement will be identical to those payable under
the Previous Agreement, and that the terms of the two agreements
are substantially the same.

DESCRIPTION OF THE MANAGER

     The Manager is a Delaware limited partnership, which
together with its predecessor entity, has served as the
investment manager to the Trust since the Trust's inception.  The
sole general partner of the Manager is EAIMC Holdings Corp., of
which Robert P. Watson, President and a Trustee of the Trust, is
the sole shareholder.  The Manager has no other general partners.

     The following chart lists those officers and Trustees of the
Trust who are also affiliated with the Manager, and sets forth
the nature of those affiliations:

     Name              Position with the Trust    Position with
the Manager

Robert P. Watson       President and Trustee   Chief Executive Officer
Peter M. Lebovitz      Vice President          Managing Director
Donald S. Rumery       Treasurer               Director of Operations
Kathleen Wood          Secretary               Vice President
Giancarlo (John) E.
 Rosati                Assistant Treasurer    Vice President

     The principal occupation of each person listed above is his
or her occupation with the Manager.  The address of each and of
the Manager is 40 Richards Avenue, Norwalk, Connecticut 06854.
The Trustees and Officers of the Trust, both individually and as
a group, own less than 1% of any FundOs outstanding shares.

     The Trust has entered into an Administration and Shareholder
Servicing Agreement with the Manager whereby the Manager has
agreed to provide administration and shareholder services to the
Trust, its shareholders and certain institutions, such as bank
trust departments and registered investment advisers, that advise
or act as an intermediary with the Trust's shareholders.  The
Fund currently pays 0.25% of its average daily net assets to the
Manager under the Administration Agreement. The fees paid by the
Fund to the Manager under the Management Agreement and  under the
Administration Agreement during the fiscal year ended December
31, 1995 were $635,588 and $191,815, respectively.

     The Trust has also entered into a Distribution Agreement
with the Manager whereby the Manager has agreed to provide
services with respect to the distribution of the Trust's shares.
No compensation is payable to the Manager for its services under
the Distribution Agreement.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

     As of October 1, 1996, two omnibus accounts, Resource Bank
(Minneapolis, Minnesota) and Bank of Waukegan (Waukegan,
Illinois) owned 29% and 5%, respectively, of the outstanding
shares of the Fund.

ADDITIONAL INFORMATION

Other Matters

     The Trust is not required to hold annual meetings of
shareholders and, therefore, it cannot be determined when the
next meeting of shareholders will be held.  Shareholder proposals
to be considered for inclusion in the proxy statement for the
next meeting of shareholders must be submitted a reasonable time
before the proxy statement is mailed.  Whether a proposal
submitted will be included in the proxy statement will be
determined in accordance with applicable state and federal law.

     Copies of the most recent annual and semi-annual reports are
available without charge.  To obtain a copy, call or write the
Manager, at 40 Richards Avenue, Norwalk, CT 06854, (800) 835-
3879.

                                        By Order of the Trustees,

                                        /s/ Kathleen Wood
                                        KATHLEEN WOOD
                                        Secretary

Dated: November 8, 1996

                            EXHIBIT A
                 FORM OF SUB-ADVISORY AGREEMENT
                                
Attention:     Frank J. Husic
          Husic Capital Management

RE:  Sub-Advisory Agreement

To whom it may concern:

The  Managers Capital Appreciation Fund (the "Fund") is a  series
of   a  Massachusetts  business  trust  (the  "Trust")  that   is
registered as an investment company under the Investment  Company
Act  of  1940, as amended, (the "Act"), and subject to the  rules
and regulations promulgated thereunder.

The  Managers Funds, L.P. (the "Manager") acts as the manager and
administrator of the Trust pursuant to the terms of a  Management
Agreement with the Trust.  The Manager is responsible for the day-
to-day  management  and  administration  of  the  Fund  and   the
coordination  of  investment  of  the  FundOs  assets.   However,
pursuant  to  the  terms  of the Management  Agreement,  specific
portfolio   purchases  and  sales  for  the   FundOs   investment
portfolios  or  a  portion thereof, are to be  made  by  advisory
organizations  recommended by the Manager  and  approved  by  the
Trustees of the Trust.

1.   Appointment  as  a  Sub-Adviser.  The  Manager,  being  duly
authorized, hereby appoints and employs Husic Capital  Management
("Sub-Adviser") as a discretionary asset manager,  on  the  terms
and  conditions  set forth herein, of those assets  of  the  Fund
which  the  Manager  determines to allocate  to  the  Sub-Adviser
(those  assets  being  referred to as the "Fund  Account").   The
Manager  may,  from time to time, with the consent  of  the  Sub-
Adviser, make additions to the Fund Account and may, from time to
time,  make withdrawals of any or all of the assets in  the  Fund
Account.

2.  Portfolio Management Duties.
     (a)   Subject to the supervision of the Manager and  of
     the Trustees of the Trust, the Sub-Adviser shall manage
     the  composition  of  the Fund Account,  including  the
     purchase,   retention  and  disposition   thereof,   in
     accordance   with  the  FundOs  investment  objectives,
     policies  and  restrictions as  stated  in  the  Fund's
     Prospectus  and  Statement  of  Additional  Information
     (such    Prospectus   and   Statement   of   Additional
     Information for the Fund as currently in effect and  as
     amended  or supplemented in writing from time to  time,
     being herein called the OProspectusO).
     
     (b)   The  Sub-Adviser shall maintain  such  books  and
     records  pursuant to Rule 31a-1 under the Act and  Rule
     204-2  under  the Investment Advisers Act of  1940,  as
     amended (the OAdvisers ActO), with respect to the  Fund
     Account as shall be specified by the Manager from  time
     to  time, and shall maintain such books and records for
     the periods specified in the rules under the Act or the
     Advisers Act.  In accordance with Rule 31a-3 under  the
     Act, the Sub-Adviser agrees that all records under  the
     Act shall be the property of the Trust.
     
     (c)    The   Sub-Adviser  shall  provide  the   TrustOs
     Custodian,  and the Manager on each business  day  with
     information relating to all transactions concerning the
     Fund  Account.  In addition, the Sub-Advisor  shall  be
     responsive to requests from the Manager or the  Trust's
     Custodian for assistance in obtaining price sources for
     securities  held in the Fund Account, as  well  as  for
     periodically  reviewing the prices  of  the  securities
     assigned  by  the Manager or the Trust's Custodian  for
     reasonableness and advising the Manager should any such
     prices appear to be incorrect.
     
     (d)    The  Sub-Adviser  agrees  to  maintain  adequate
     compliance procedures to ensure its compliance with the
     1940 Act, the Advisers Act and other applicable federal
     and  state regulations, and review information provided
     by  the Manager to assist the Manager in its compliance
     review program.
     
     (e)  The Sub-Advisor agrees to maintain a minimum of $5
     million   of   errors  and  omissions  or  professional
     liability insurance coverage.
     
3.    Allocation  of  Brokerage.   The  Sub-Adviser  shall   have
authority  and discretion to select brokers, dealers and  futures
commission merchants to execute portfolio transactions  initiated
by the Sub-Adviser, and for the selection of the markets on or in
which the transactions will be executed.
        (a)    In   doing  so,  the  Sub-AdviserOs   primary
     responsibility  shall be to obtain the best  net  price
     and    execution   for   the   Fund.    However,   this
     responsibility shall not be deemed to obligate the Sub-
     Adviser   to   solicit  competitive   bids   for   each
     transaction,   and  the  Sub-Adviser  shall   have   no
     obligation to seek the lowest available commission cost
     to the Fund, so long as the Sub-Adviser determines that
     the  broker,  dealer or futures commission merchant  is
     able to obtain the best net price and execution for the
     particular transaction taking into account all  factors
     the  Sub-Adviser  deems relevant,  including,  but  not
     limited  to, the breadth of the market in the  security
     or  commodity,  the price, the financial condition  and
     execution  capability of the broker, dealer or  futures
     commission  merchant  and  the  reasonableness  of  any
     commission  for  the  specific  transaction  and  on  a
     continuing  basis.  The Sub-Adviser  may  consider  the
     brokerage and research services (as defined in  Section
     28(e)  of  the  Securities Exchange  Act  of  1934,  as
     amended)  made  available by the  broker  to  the  Sub-
     Adviser  viewed  in  terms of  either  that  particular
     transaction    or   of   the   Sub-AdviserOs    overall
     responsibilities with respect to its clients, including
     the   Fund,  as  to  which  the  Sub-Adviser  exercises
     investment  discretion, notwithstanding that  the  Fund
     may  not be the direct or exclusive beneficiary of  any
     such services or that another broker may be willing  to
     charge  the  Fund a lower commission on the  particular
     transaction.
     
     (b)   The Manager shall have the right to request  that
     specified   transactions  giving  rise   to   brokerage
     commissions,  in  an amount to be agreed  upon  by  the
     Manager  and  the  Sub-Adviser, shall  be  executed  by
     brokers  and dealers that provide brokerage or research
     services to the Fund or the Manager, or as to which  an
     on-going relationship will be of value to the  Fund  in
     the  management  of  its  assets,  which  services  and
     relationship may, but need not, be of direct benefit to
     the Fund Account, so long as (i) the Manager determines
     that  the  broker or dealer is able to obtain the  best
     net price and execution on a particular transaction and
     (ii) the Manager determines that the commission cost is
     reasonable  in  relation  to  the  total  quality   and
     reliability of the brokerage and research services made
     available to the Fund or to the Manager for the benefit
     of  its  clients  for  which  it  exercises  investment
     discretion,  notwithstanding that the Fund Account  may
     not  be the direct or exclusive beneficiary of any such
     service or that another broker may be willing to charge
     the   Fund   a   lower  commission  on  the  particular
     transaction.   The parties hereby agree that  any  such
     request by the Manager shall be deemed to constitute  a
     warranty and representation by the Manager that it  has
     in   good  faith  reasonably  made  the  determinations
     required  in clauses (i) and (ii) above, and  that  the
     use  by the Sub-Adviser of such brokers to execute such
     transactions is in compliance with the policies of  the
     Trust.
     
     (c)   The  Sub-Adviser agrees that it will not  execute
     any  portfolio  transactions with a broker,  dealer  or
     futures  commission merchant which  is  an  "affiliated
     person" (as defined in the Act) of the Trust or of  the
     Manager  or of any sub-adviser for the Trust except  in
     accordance with procedures adopted by the Trustees  and
     furnished to the Sub-Adviser.  The Manager agrees  that
     it  will provide the Sub-Adviser with a list of brokers
     and  dealers  which  are "affiliated  persons"  of  the
     Trust,  the  Manager or the Trust's sub-advisers,  that
     the  Manager will update such list promptly as may from
     time to time be required, and that the Sub-Adviser will
     rely  on  such list without investigation in  complying
     with its obligations under this Section 3(c).
     
4.   Information Provided to the Manager and the Trust and to the
Sub-Adviser
     (a)  The Sub-Adviser agrees that it will make available
     to  the  Manager  and  the Trust  promptly  upon  their
     request  copies  of all of its investment  records  and
     ledgers with respect to the Fund Account to assist  the
     Manager and the Trust in monitoring compliance with the
     Act, the Advisers Act, and other applicable laws.   The
     Sub-Adviser will furnish the TrustOs Board of  Trustees
     with such periodic and special reports with respect  to
     the  Fund  Account  as  the Manager  or  the  Board  of
     Trustees may reasonably request.
     
     (b)   The  Sub-Adviser agrees that it will  notify  the
     Manager and the Trust in the event that the Sub-Adviser
     or  any  of  its affiliates: (i) becomes subject  to  a
     statutory  disqualification  that  prevents  the   Sub-
     Adviser from serving as investment adviser pursuant  to
     this  Agreement; or (ii) is or expects  to  become  the
     subject  of an administrative proceeding or enforcement
     action  by  the  Securities and Exchange Commission  or
     other  regulatory  authority.  The  Manager  agrees  to
     maintain  any such information received from  the  Sub-
     Adviser  in  confidence,  and  the  Manager  shall  not
     disclose such information to any person, other than the
     Trustees of the Trust, their counsel and counsel to the
     Trust, unless such disclosure is required by applicable
     law or regulation.  Notification of an event within (i)
     shall  be  given immediately; notification of an  event
     within  (ii)  shall be given promptly.  The Sub-Adviser
     has provided the information about itself set forth  in
     the   Registration  Statement  and  has  reviewed   the
     description    of    its   operations,    duties    and
     responsibilities  as  stated therein  and  acknowledges
     that they are true and correct in all material respects
     and  contain no material misstatement or omission,  and
     it  further agrees to notify the Manager immediately of
     any  fact  known  to  the  Sub-Adviser  respecting   or
     relating  to the Sub-Adviser that causes any  statement
     in the Prospectus to become untrue or misleading in any
     material respect or that causes the Prospectus to  omit
     to state a material fact.
     
     (c)    The  Sub-Adviser  represents  that  it   is   an
     investment  adviser registered under the  Advisers  Act
     and  other  applicable  laws and  that  the  statements
     contained  in the Sub-AdviserOs registration under  the
     Advisers  Act  on Form ADV as of the date  hereof,  are
     true  and correct in all material respects and  do  not
     omit  to state any material fact required to be  stated
     therein  or  necessary in order to make the  statements
     therein  not  misleading.   The Sub-Adviser  agrees  to
     maintain  the completeness and accuracy in all material
     respects  of its registration on Form ADV in accordance
     with all legal requirements relating to that Form.  The
     Sub-Adviser  acknowledges that  it  is  an  Oinvestment
     adviserO to the Fund within the meaning of the Act  and
     the Advisers Act.
     
     (d)   The  Manager  acknowledges receipt  of  the  Sub-
     Adviser's  current Form ADV.  The Manager has furnished
     the  Sub-Adviser with a true and correct  copy  of  the
     Fund's Prospectus (as defined above) and represents and
     agrees that the Manager will from time to time promptly
     furnish  Sub-Adviser with any amendments or supplements
     to the Prospectus that are material to the Sub-Adviser.

5.   Compensation.  The compensation of the Sub-Adviser  for  its
services under this Agreement shall be calculated and paid by the
Manager in accordance with the attached Schedule A.  Pursuant  to
the  provisions of the Management Agreement between the Trust and
the Manager, the Manager is solely responsible for the payment of
fees  to  the  Sub-Adviser, and the Sub-Adviser  agrees  to  seek
payment  of  its fees solely from the Manager and  not  from  the
Trust or the Fund.

6.   Other Investment Activities of the Sub-Adviser.  The Manager
acknowledges  that  the  Sub-Adviser  or  one  or  more  of   its
affiliates  may  have  investment  responsibilities   or   render
investment  advice  to  or  perform  other  investment   advisory
services   for   other   individuals  or  entities   ("Affiliated
Accounts").   The  Manager agrees that  the  Sub-Adviser  or  its
affiliates  may give advice or exercise investment responsibility
and  take  such  other  action with respect to  other  Affiliated
Accounts which may differ from the advice given or the timing  or
nature of action taken with respect to the Fund Account, provided
that  the  Sub-Adviser acts in good faith and  provided  further,
that  it  is  the  Sub-Adviser's policy to allocate,  within  its
reasonable  discretion,  investment  opportunities  to  the  Fund
Account  over  a  period of time on a fair  and  equitable  basis
relative  to  the  Affiliated Accounts, taking into  account  the
investment  objectives and policies of the Fund and any  specific
investment   restrictions  applicable   thereto.    The   Manager
acknowledges that one or more of the Affiliated Accounts  may  at
any  time hold, acquire, increase, decrease, dispose or otherwise
deal with positions in investments in which the Fund Account  may
have an interest from time to time, whether in transactions which
involve  the  Fund  Account or otherwise.  The Sub-Adviser  shall
have no obligation to acquire for the Fund Account a position  in
any  investment which any Affiliated Account may acquire, and the
Fund  shall have no first refusal, co-investment or other  rights
in respect of any such investment, either for the Fund Account or
otherwise.

7.   Standard of Care.  The Sub-Adviser shall exercise  its  best
judgment  in  rendering the services provided by  it  under  this
Agreement.   The Sub-Adviser shall not be liable for any  act  or
omission,  error of judgment or mistake of law or  for  any  loss
suffered  by  the  Manager or the Trust in  connection  with  the
matters to which this Agreement relates, provided that nothing in
this  Agreement shall be deemed to protect or purport to  protect
the Sub-Adviser against any liability to the Manager or the Trust
or to holders of the TrustOs shares representing interests in the
Fund  to  which  the Sub-Adviser would otherwise  be  subject  by
reason  of willful malfeasance, bad faith or gross negligence  on
its part in the performance of its duties or by reason of the Sub-
AdviserOs reckless disregard of its obligations and duties  under
this Agreement.

8.   Assignment.  This Agreement shall terminate automatically in
the  event  of its assignment (as defined in the Act and  in  the
rules  adopted under the Act).  The Sub-Adviser shall notify  the
Trust  in writing sufficiently in advance of any proposed  change
of  control,  as defined in Section 2(a)(9) of the Act,  as  will
enable the Trust to consider whether an assignment under the  Act
will  occur, and to take the steps necessary to enter into a  new
contract with the Sub-Adviser or such other steps as the Board of
Trustees  may deem appropriate.  The Sub-Adviser will notify  the
Manager  and  the Trust of any material change in the partnership
composition  of  the Sub-Adviser within a reasonable  time  after
such change occurs.

9.   Amendment.  This Agreement may be amended at any  time,  but
only  by  written  agreement  between  the  Sub-Adviser  and  the
Manager,  which  amendment is subject  to  the  approval  of  the
Trustees and the shareholders of the Trust in the manner required
by the Act.

10.  Effective Date; Term.  This Agreement shall become effective
on  September 10, 1996 and shall continue in effect for a term of
two  years  from  that  date.  Thereafter,  the  Agreement  shall
continue  in  effect  only so long as its  continuance  has  been
specifically approved at least annually by the Trustees,  or  the
shareholders of the Fund in the manner required by the  Act.  The
aforesaid  requirement shall be construed in a manner  consistent
with the Act and the rules and regulations thereunder.

11.   Termination.  This Agreement may be terminated by  (i)  the
Manager  at  anytime  without penalty, upon notice  to  the  Sub-
Adviser  and the Trust, (ii) at any time without penalty  by  the
Trust  or  by  vote  of  a  majority of  the  outstanding  voting
securities of the Fund (as defined in the Act) on notice  to  the
Sub-Adviser  or  (iii) by the Sub-Adviser  at  any  time  without
penalty, upon thirty (30) days' written notice to the Manager and
the Trust.

12.   Severability.  If any provision of this Agreement shall  be
held  or  made  invalid by a court decision,  statute,  rule,  or
otherwise, the remainder of this Agreement shall not be  affected
thereby but shall continue in full force and effect.

13.   Applicable Law.  The provisions of this Agreement shall  be
construed in a manner consistent with the requirements of the Act
and  the  rules and regulations thereunder.  To the  extent  that
state  law is not preempted by the provisions of any law  of  the
United States heretofore or hereafter enacted, as the same may be
amended  from time to time, this Agreement shall be administered,
construed,  and enforced according to the laws of  the  State  of
Connecticut.





                            THE MANAGERS FUNDS, L.P.
                            BY: EAIMC HOLDINGS CORP.
                            General Partner
                            BY:
                            Its:
                            DATE:
ACCEPTED:
BY:
Its:
DATE:

                            Acknowledged:
                            The Managers Funds
                            BY:
                            Its:
                            DATE:
- -----------------------------------------------------------------
                            ----------------------------
                           SCHEDULE A
                         SUB-ADVISER FEE
                                
For  services  provided to the Fund Account, The Managers  Funds,
L.P.  will pay a base quarterly fee for each calendar quarter  at
an annual rate of 0.40% of average net assets in the Fund Account
during the quarter. Average assets shall be determined using  the
average  daily  assets in the Fund Account  during  the  calendar
quarter.  The  fee  shall be pro-rated for any  calendar  quarter
during which the contract is in effect for only a portion of  the
quarter.





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