File No. 811-3752
Rule 14c-5
May 1, 2000
VIA EDGAR
- ---------
Filing Desk Stop 1-4
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549-1004
Re: The Managers Funds
File No. 811-3752
Definitive Information Statement
----------------------------------
Commissioners:
On behalf of The Managers Funds, a Massachusetts business
trust (the "Trust") registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), enclosed for filing in accordance with
Rule 14c-5 under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), is a definitive information statement prepared
for Managers International Equity Fund (the "Fund"), a series of
the Trust.
This information statement has been prepared in accordance
with a Securities and Exchange Commission exemptive order
received by the Trust (Investment Company Release No. 21412, Oct.
11, 1995) which permits the Trust's manager to hire new sub-
advisers or to make changes to existing sub-advisory agreements
with the approval of the Trust's Board of Trustees, but without
shareholder approval.
This information statement describes a new sub-advisory
agreement between The Managers Funds LLC, the investment manager
for the Trust, and Mastholm Asset Management, L.L.C.
("Mastholm"), a new sub-adviser for the Fund. The new agreement
implements the decision of the Trust's Board of Trustees, acting
on the investment manager's recommendation, to hire Mastholm as
an additional sub-adviser for the Fund.
The Trust intends to mail definitive copies of this
information statement on or about May 1, 2000. Please direct
questions or comments regarding this filing to Judith L.
Shandling, Esq. of Swidler Berlin Shereff Friedman, LLP at (212)
891-9459.
Sincerely,
/s/Laura A. DeSalvo
Laura A. DeSalvo
Assistant Secretary
cc: Judith L. Shandling, Esq.
<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
[ X ] Definitive Information Statement
_____________The Managers Funds______________
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] 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:
_________________________________________________
5) Total fee paid:
______________________________________________________
[ ] 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:
______________________________________________________
2) Form, Schedule or Registration Statement No.:
______________________________________________________
3) Filing Party:
_______________________________________________________
4) Date Filed:
_______________________________________________________
<PAGE>
[LOGO FOR THE MANAGERS FUNDS]
May 1, 2000
Dear Shareholder of Managers International Equity Fund:
The enclosed information statement details a recent portfolio
manager addition and a new sub-advisory agreement for Managers
International Equity Fund (the "Fund"). On March 3, 2000, the
Board of Trustees of The Managers Funds approved the
recommendation of The Managers Funds LLC, the investment manager
to the Fund (the "Manager"), to hire Mastholm Asset Management,
L.L.C. ("Mastholm") as a third sub-adviser for the Fund. The
recommendation reflected, among other things, the Manager's
opinion that Mastholm is appropriately suited to manage the Fund
along with Scudder Kemper Investments, Inc. ("Scudder Kemper")
and Lazard Asset Management ("Lazard") based on the Manager's
philosophy of achieving style diversification for the Fund. The
sub-advisory agreement with Mastholm took effect on March 27,
2000.
Mastholm joins Scudder Kemper and Lazard, the Fund's other sub-
advisers, with each managing a portion of the Fund. We are
optimistic that the Fund will benefit from the management of
these three fine firms.
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 support of The Managers Funds.
Sincerely,
/s/Peter M. Lebovitz
Peter M. Lebovitz
President
<PAGE>
THE MANAGERS FUNDS
MANAGERS INTERNATIONAL EQUITY FUND
40 RICHARDS AVENUE
NORWALK, CONNECTICUT 06854
____________________
INFORMATION STATEMENT
____________________
This information statement is being provided to the
shareholders of Managers International Equity Fund (the
"International Equity Fund") in lieu of a proxy statement,
pursuant to the terms of an exemptive order The Managers Funds
(the "Trust") has received from the Securities and Exchange
Commission which permits the investment manager to each
investment portfolio of the Trust to hire new sub-advisers and
make changes to existing sub-advisory contracts for each
investment portfolio with the approval of the Trustees, but
without obtaining shareholder approval. WE ARE NOT ASKING YOU
FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement will be mailed on or about May 1,
2000.
THE TRUST AND ITS INVESTMENT MANAGEMENT AGREEMENTS
The Trust has entered into an investment management
agreement with respect to each investment portfolio of the Trust
(each, a "Fund") with The Managers Funds LLC (the "Manager"),
dated April 1, 1999 (the "Management Agreement"). Prior to April
1, 1999, the predecessor to the Manager served as investment
manager to the Funds pursuant to a substantially similar
agreement.
Under the terms of 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 investment portfolio of each 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 also
responsible for allocating the Fund's assets among the Sub-
Advisers for a Fund, if such Fund 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.
It is possible that, at certain times, a Sub-Adviser under
contract may be allocated none of a Fund's assets to manage. The
Manager is also responsible for conducting all business
operations of the Trust, except those operations contracted to
the custodian or the transfer agent. As compensation for its
services, the Manager receives a fee from each Fund, and the
Manager is responsible for payment of 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.
<PAGE>
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.
EXEMPTIVE ORDER
The Trust has received an exemptive order (the "Order") from
the Securities and Exchange Commission (Investment Company
Release No. 21412, Oct. 11, 1995) which permits the Manager to
hire new Sub-Advisers or to make changes to existing sub-advisory
agreements with the approval of the Trust's Trustees, but without
shareholder approval. Among other things, the Order requires the
Manager to provide shareholders with a statement containing all
information regarding a new Sub-Adviser or a material change in a
Sub-Advisory Agreement to the same extent that would be set forth
in a proxy statement.
THE SUB-ADVISORY AGREEMENT
Since December 1989, Scudder Kemper Investments, Inc.
("Scudder Kemper"), and since January 1995, Lazard Asset
Management ("Lazard") has served as a Sub-Adviser to a portion of
the International Equity Fund, pursuant to a Sub-Advisory
Agreement most recently executed as of April 1, 1999 (the
"Scudder Kemper Agreement" and the "Lazard Agreement",
respectively). (The Scudder Kemper Agreement and the Lazard
Agreement were executed on April 1, 1999 in connection with a
change in control of the Manager pursuant to which the previous
Scudder Kemper Agreement and Lazard Agreement were terminated.)
At a meeting of the Board of Trustees held on March 3, 2000, 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 the recommendation
of the Manager to add Mastholm Asset Management, L.L.C.
("Mastholm") as a Sub-Adviser to the Fund. Accordingly, the
Trustees approved a sub-advisory agreement for the Fund with
Mastholm that became effective on March 27, 2000 (the "Mastholm
Agreement").
The terms of the Mastholm Agreement are identical in all
respects to the Scudder Kemper Agreement and the Lazard
Agreement, except for the effective date and the identity of the
Sub-Adviser.
The recommendation to hire Mastholm was made by the Manager
in the ordinary course of its on-going evaluation of Sub-Adviser
performance and investment strategy and after extensive research
of numerous candidate firms and qualitative and quantitative
analysis of each candidate's organizational structure, investment
process and style, and long-term performance record. The Manager
believes that Mastholm's investment management style is
appropriately suited to the Manager's philosophies of achieving
focus (within a single Sub-Adviser) and diversification (across
Sub-Advisers) for the Fund.
2
<PAGE>
Under the Management Agreement, the International Equity
Fund pays the Manager a fee equal to 0.90% of the Fund's average
daily net assets. From this fee, the Manager pays Scudder Kemper
and Lazard a fee of 0.50% of the average daily net assets under
Scudder Kemper's and Lazard's management, respectively. Pursuant
to the Mastholm Agreement, the Manager pays Mastholm the same
fee; i.e., a fee of 0.50% of the Fund's average daily net assets
under Mastholm's management. For the fiscal year ended December
31, 1999, the International Equity Fund paid the Manager
$5,431,401, and the Manager paid $1,472,525 to Scudder Kemper and
$1,490,352 to Lazard under their respective Agreements. If the
Mastholm Agreement had been in effect for fiscal 1999, the total
management fee payable by the Fund to the Manager and the total
amount of the sub-advisory fees payable by the Manager to the Sub-
Advisers would have been the same. However, Scudder Kemper and
Lazard would have received a smaller portion of the Sub-Adviser
fees as a portion of those fees would have been paid to Mastholm.
The Mastholm Agreement is attached to this information
statement as Exhibit A. Apart from the identity of the Sub-
Adviser and the effective date of the agreement, there are no
differences between the Mastholm Agreement and either of the
Scudder Kemper or the Lazard Agreements.
INFORMATION ON MASTHOLM
Following is a description of Mastholm, which is based on
information which the firm has provided to the Manager. Mastholm
is not affiliated with the Manager or the Trust, other than by
reason of serving as Sub-Adviser to the Fund.
MASTHOLM ASSET MANAGEMENT, L.L.C.
10500 N.E. 8th Street, Suite 660
Bellevue, Washington 98004
Mastholm Asset Management, L.L.C. was founded in 1997 and is
a limited liability company. As of December 31, 1999, Mastholm
had approximately $950 million in assets under management.
The name and principal occupation of the directors and
principal executive officers of Mastholm are set forth below; the
address of each is that of Mastholm.
NAME POSITION
- ----------- ------------
Theodore J. Tyson Managing Director, Portfolio Manager
Joseph P. Jordan Director, Portfolio Manager
Douglas R. Allen Director, Portfolio Manager
Arthur M. Tyson, II Director, Financial Research
Robert L. Gernstetter Director, Marketing and Client Services
Thomas M. Garr Managing Director
Mastholm acts as an investment adviser the following
investment companies, each having a similar objective to the
International Equity Fund:
3
<PAGE>
<TABLE>
<CAPTION>
Net Assets of
Other Funds, as Annual
Other Funds of 12/31/99 Fee Rate
- ------------ ----------------- -----------
<S> <C> <C>
Frank Russell International Fund $1.3 billion 0.40% on 1st $150 million
0.30% thereafter
Frank Russell International $1.2 billion
Securities Fund 0.40% on 1st $150 million
0.30% thereafter
</TABLE>
BOARD OF TRUSTEES' RECOMMENDATION
At an in-person meeting held on March 3, 2000, the Trustees,
in approving the Mastholm Agreement, considered a number of
factors, including (i) the nature and quality of the services
expected to be rendered by Mastholm to the Fund; (ii) Mastholm's
investment management approach, which is expected to complement
that of Scudder Kemper and Lazard and provide additional
diversification to the Fund; (iii) the structure of Mastholm and
its ability to provide services to the Fund; (iv) that the fees
payable by the Fund will not change as a result of adding
Mastholm as an additional Sub-Adviser to the Fund; and (v) that
the Mastholm Agreement was identical in all material respects to
both the Scudder Kemper Agreement and the Lazard Agreement.
ADDITIONAL INFORMATION
OTHER MATTERS
The Manager, located at 40 Richards Avenue, Norwalk,
Connecticut 06854, serves as investment manager, principal
underwriter and administrator of the Trust.
To the knowledge of the Trust, as of April 28, 2000, no
individual person beneficially owned more than 5% of the Fund's
outstanding shares.
As of April 28, 2000, Mastholm is affiliated with a
broker/dealer, Salomon Smith Barney. During its fiscal year
ended December 31, 1999, the Fund did not pay any commissions to
Salomon Smith Barney.
As of April 28, 2000, the Trustees and Officers of the Trust
owned less than 1% of the outstanding shares of the Fund.
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 would 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/Laura A. DeSalvo
LAURA A. DESALVO
Assistant Secretary
Dated: May 1, 2000
4
<PAGE>
EXHIBIT A
--------------
SUB-ADVISORY AGREEMENT
Attention: Theodore J. Tyson
Mastholm Asset Management, L.L.C.
RE: Sub-Advisory Agreement
The Managers International Equity 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 LLC (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 Fund's assets. However,
pursuant to the terms of the Management Agreement, specific
portfolio purchases and sales for the Fund's 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 Mastholm Asset
Management, L.L.C. ("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 Fund's 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 "Prospectus").
(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 "Advisers Act"), 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 Trust's
Custodian, and the Manager on each business day with
information relating to all transactions concerning the
Fund Account. In addition, the Sub-Adviser 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-Adviser 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-Adviser's 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-Adviser's 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 Sub-Adviser 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 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 Trust's 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 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-Adviser's 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 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
"investment adviser" 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 Trust's 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-
Adviser's 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 March 27, 2000 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 LLC
BY: /s/Peter M. Lebovitz
Its: President
DATE:3/20/00
ACCEPTED:
BY: /s/Theodore J. Tyson
Its: Managing Director, CIO
DATE:3/14/00
Acknowledged:
THE MANAGERS FUNDS
BY: /s/Peter M. Lebovitz
Its: President
DATE:3/20/00
SCHEDULES: A. Fee Schedule.
<PAGE>
SCHEDULE A
SUB-ADVISER FEE
For services provided to the Fund Account, The Managers
Funds LLC will pay a base quarterly fee for each calendar quarter
at an annual rate of 0.50% 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
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.
<PAGE>
