MANAGERS FUNDS
PRE 14C, 1996-10-24
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                                                      File No. 2-84012
                                                       811-3752
                                                       Rule 14c-5


October, 1996


Dear Managers Global Bond Fund Shareholder:

The enclosed information statement explains a recent change in
the ownership of Rogge Global Partners, the portfolio manager of
Managers Global Bond Fund.  On August 28, 1996, an acquisition
was completed whereby Rogge was sold to United Asset Management,
a public company which owns a number of institutional investment
management firms.  The Trustees of The Managers Funds approved a
new sub-advisory agreement with Rogge at their last quarterly
meeting held on September 9, 1996.

This change in ownership is not expected to impact the investment
process or day to day operations of Rogge.  The firm's key
employees remain on board and there have been no changes in the
management of Managers Global Bond Fund.

As a matter of regulatory compliance, we send you this
information statement which describes the management structure of
the Fund and the details of Rogge's acquisition, as well as the
terms of the new sub-advisory agreement 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 Global Bond Fund
                                
                       40 Richards Avenue
                   Norwalk, Connecticut  06854
                      ____________________
                                
                      INFORMATION STATEMENT
                      ____________________

     This information statement is being provided to the
shareholders of Managers Global Bond 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-advisors and to make
changes to existing sub-adviser contracts with the approval of
the Trustees, but without obtaining shareholder approval.

     Rogge Global Partners plc ("Rogge"), the Fund's sub-adviser,
has agreed to bear the costs associated with preparing and
distributing this information statement, which will be mailed on
or about October 28, 1996.

The Trust

     Managers Global Bond Fund (the "Global Bond 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

     Rogge has served as the Fund's Sub-Adviser since
commencement of the Fund's operations in April of 1994 pursuant
to a Sub-Advisory Agreement dated February 15, 1994 (the
"Previous Agreement").  The Previous Agreement provided for its
automatic termination in the event of its "assignment," as that
term is defined in the 1940 Act.  On August 28, 1996, Rogge  and
United Asset Management ("UAM") consummated a transaction whereby
UAM acquired substantially all of the assets of Rogge by means of
an exchange of stock.  This transaction represents an ownership
change which is a legal "assignment", and, as such, had the
effect of terminating the Previous Agreement.  At a meeting held
on September 9, 1996, the Trustees, including a majority of the
non-interested Trustees (those Trustees who are not parties to
the New Agreement or interested persons of such parties),
approved a new Sub-Advisory Agreement with Rogge (the "New
Agreement").  During the period from August 28, 1996 through
September 9, 1996, Rogge continued to render portfolio management
services to the Fund, but was not paid any fee for its services,
and the Manager waived the portion of its management fee
corresponding to the amount that would have otherwise been
payable to Rogge.

     Under the Management Agreement, the Fund pays the Manager a
fee equal to 0.70% of the Fund's average daily net assets. From
this amount, the Manager has paid (under the Previous Agreement),
and will continue to pay (under the New Agreement) Rogge a fee of
0.35% on the first $20 million, and 0.25% thereafter of the
Fund's average daily net assets under Rogge's management.  For
the fiscal year ended December 31, 1995, the Fund paid the
Manager $86,482 of which the Manager paid $43,016 to Rogge.

     Except for the different effective and termination dates,
the terms of the New Agreement are substantially the same as the
terms of the Previous Agreement.  However, there are certain non-
material differences between the two agreements.  Specifically,
the New Agreement has additional provisions regarding the Sub-
Adviser's responsibilities to assist in compliance monitoring and
to carry certain insurance coverage.  The New Agreement also
makes a clarifying change to the fee schedule.  This change does
not affect fees payable to Rogge, but is intended to avoid the
possibility of future confusion.  The form of the New Agreement,
marked to show changes from the Previous Agreement, is attached
to this information statement as Exhibit A.

Information on Rogge and UAM

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

ROGGE GLOBAL PARTNERS plc
5 - 6 St. Andrews Hill
London England EC4V 5BY

     Rogge, an English public company limited by shares, was
previously owned by the shareholders of Rogge prior to the
acquisition by UAM.  Rogge is registered under the United States
Investment Advisers Act of 1940 and with the Investment
Management Regulatory Organisation in England.  Rogge's principal
executives and Directors are shown below.  The principal
occupation of each person listed is his occupation with Rogge,
and the address of each, as it relates to his duties at Rogge, is
that of Rogge.  In addition, David Russell, whose principal
occupation is a consultant to UAM and who is a member of UAM's
Board of Directors, became a Director of Rogge upon the
acquisition of Rogge.

Name            Position with Rogge
Olaf Rogge      Managing Director, Principal Executive
John Graham     Director, Senior Executive
Richard Bell    Director
Adrian James    Director

     A list of the other registered investment companies for
which Rogge 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 Rogge'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)
Paine Webber PACE Global Fixed
      Income Investments                        $36 million 0.35%

Midwest Group Global Bond
     Fund               $20 million             0.35% on the first $100
                                                million;0.30% thereafter

     Rogge is now a wholly-owned subsidiary of UAM, a New York
Stock Exchange listed company principally engaged, through
affiliated firms in the United States and abroad, in providing
institutional investment management services and acquiring
institutional investment management firms like Rogge.  As of June
30, 1996, the UAM affiliated firms had collectively more than
$148 billion of assets under management.  UAM's corporate
headquarters is located at One International Place, Boston,
Massachusetts 02110.

The Acquisition Agreement

     The following information regarding the terms under which
UAM has acquired Rogge has been provided to the Trust by the Sub-
Adviser.  In connection with the acquisition, certain key
personnel of Rogge have entered into employment agreements with
Rogge.  The Sub-Adviser has advised the Trust that this assures
that Rogge will continue to operate with its same investment
personnel and officers, and that the same persons who had
historically been responsible for the investment policies of
Rogge will continue to direct the investment policies of the
firm.  No changes in Rogge's method of operation, or the location
where it conducts its business have been made, or are
contemplated, as a result of the acquisition.

     UAM has acquired all of the shares of capital of Rogge, for
which each registered owner of Rogge shares has received shares
of UAM common stock in exchange for its Rogge shares.  UAM, Rogge
and the principal of Rogge have also entered into an agreement
that provides that such principal will continue to manage Rogge
and to have authority over the investment management process.

     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 rendered by Rogge to the Fund since its
inception, (ii) the representations by Rogge to the Trustees
regarding the terms of its acquisition, including that Rogge
expects that it will continue to operate with its same investment
personnel and officers, and that the same persons who had
historically been responsible for the investment polices of Rogge
will continue to direct the investment policies of the firm and
that there will be no dilution in the scope and quality of
advisory services provided to the Fund as a result of the
acquisition, (iii) 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 and (iv) the commitment of Rogge to pay or reimburse the
Fund for the expenses of the Fund incurred in connection with the
preparation and distribution of this information statement.

     In light of the fact that the assets of the Fund represent
less than 1% of the assets under management by Rogge, and sub-
advisory fees paid by the Manager to Rogge with respect to the
Fund represent less than 1% of Rogge's gross revenues, the
Trustees did not consider whether Rogge would receive any
"benefit" within the meaning of Section 15(f) of the 1940 Act
from the transaction.


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 0.20% of its average daily net assets to the
Manager under the Administration Agreement.

     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.

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 $86,482 and $24,709,
respectively.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
                                
     As of October 1, 1996, Bank of Waukegan, Waukegan, Illinois
owned six percent 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, 40 Richards Avenue, Norwalk, CT 06854, (800) 835-3879


                                        By Order of the Trustees,




                                        KATHLEEN WOOD
                                        Secretary

Dated: October 28, 1996

                            EXHIBIT A
                 FORM OF SUB-ADVISORY AGREEMENT
                                
         Marked to show changes from Previous Agreement
                                
Attention:     Olaf Rogge
          Rogge Global Partners


RE:  Sub-Advisory Agreement

To whom it may concern:

The  Managers  Global Bond 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 Rogge  Global  Partners
("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  Prospectus
     (such    Prospectus   and   Statement   of   Additional
     Information for the Fund as currently in effect and  as
     amended or supplemented 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 an appropriate
     level 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.
     
     (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.
     The  Manager  agrees  that it will  provide  the  Asset
     Manager  with a list of brokers and dealers  which  are
     "affiliated persons" of the Trust, the Manager  or  the
     Trust's sub-advisers.
     
4.  Information Provided to the Manager and the Trust

     (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.  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 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 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  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.

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.

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 9, 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 sixty (60) 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:



SCHEDULES:                  A.  Fee Schedule.
                                
                           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 0.35% on first $20 million, 0.25% thereafter,
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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