MANAGERS FUNDS
PRE 14A, 2000-10-06
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                        PRELIMINARY PROXY MATERIALS


                             [THE MANAGERS FUNDS LOGO]



                        40 Richards Avenue
                    Norwalk, Connecticut 06854
                        800-835-3879
                    www.managersfunds.com

------------------------------------------------------------
Managers Income Equity Fund
Managers Capital Appreciation Fund
Managers Special Equity Fund
Managers International Equity Fund
Managers Emerging Markets Equity Fund
Managers Bond Fund
Managers Short and Intermediate Bond Fund
Managers Global Bond Fund

                                            October __, 2000


Dear Fellow Shareholder:

     Enclosed  is  a  proxy  statement describing  important
proposals  to be considered at a meeting of the shareholders
of   The  Managers  Funds.   You  are  receiving  the  proxy
statement  and  are  entitled to  vote  on  these  proposals
because  you were a shareholder of one or more of the  Funds
identified above on October 3, 2000.

     I  am sure that you, like most people, lead a busy life
and  are tempted to put this proxy statement aside.   Please
don't.   When  shareholders do not  vote,  the  Funds  incur
additional  expenses  to  pay  for  follow-up  mailings  and
telephone  calls.  Please take a few minutes to  review  the
proxy statement and cast your vote.  You can sign, date  and
return  the  proxy  card  in  the enclosed  postage  prepaid
envelope  or, if you prefer, you can also vote by  telephone
or on the internet.

     Unless you are a shareholder of all Funds, you are  not
being  asked to vote on all proposals, some of which  relate
only  to  specific  Funds.  For  example,  shareholders   of
Managers Special Equity Fund are being asked to approve  the
addition  of  a  new  sub-adviser  for  the  Fund  and   the
shareholders  of  Managers Income Equity Fund  and  Managers
Short  and Intermediate Bond Fund are being asked to approve
changes   to   each  Fund's   investment  objective.    Only
shareholders of these Funds will vote on these proposals.

<PAGE>

     Shareholders  of all Funds are being asked  to  approve
changes  to  the investment restrictions of the  Funds.   We
believe  that these changes will promote greater  efficiency
in  the management of the Funds and will permit the Funds to
adapt to changing regulatory and industry developments in  a
more  timely and cost-efficient manner.  These changes  will
also  result in a standardization of the primary  investment
restrictions  that  apply  to all mutual  funds  within  the
Managers Family of Funds. For similar reasons, we are asking
shareholders of all Funds to vote on a proposal to make  the
investment objective of each Fund "nonfundamental."  Each of
these  proposals  is  described in  greater  detail  in  the
enclosed proxy statement.

      At  a  meeting held on October 2, 2000, the  Board  of
Trustees of The Managers Funds considered and approved  each
of these proposals, subject to obtaining your approval.  The
Trustees have recommended that the shareholders of each Fund
vote FOR each of the proposals.

     Because shareholders of all Funds are permitted to vote
on  most  of  the  proposals, we  have  prepared  one  proxy
statement,  which reduces costs for the Funds.  If  you  own
shares  in  more  than one Fund, you will receive  only  one
proxy statement, but a separate  proxy card for each of  the
Funds  that  you  own.  Please sign and  return  your  proxy
card(s)  or  vote  by  telephone or  internet,  as  soon  as
possible,  to  help the Funds avoid the additional  cost  of
engaging a proxy solicitation firm.

     Your  vote  is important. Please take a moment  now  to
sign and return your proxy card(s) in the enclosed, postage-
paid  return  envelope.  You may also  vote  your  proxy  by
phone,  by  fax  or over the internet, or you  may  vote  in
person  at  the shareholder meeting.  If we do  not  receive
your  executed  proxy card(s) after a reasonable  amount  of
time,  you  may  receive  a  telephone  call  from  a  proxy
solicitor reminding you to vote. If you have questions about
the shareholder meeting or any of the proposals, please fell
free to call us at 1-800-835-3879.

     Thank you for your cooperation and continued support.


Sincerely,





Peter M. Lebovitz
President
<PAGE>


                      TABLE OF CONTENTS

Overview of Proxy Statement

Notice of Special Meeting of Shareholders

Instruction for Executing Proxy Card

Proxy Statement

 Proposal 1 -   To consider the sub-advisory agreement between the Manager and
          Skyline Asset Management, L.P. with respect to Managers Special Equity
          Fund

 Proposal 2 -   To consider a change in the investment objective of Managers
          Income Equity Fund

 Proposal 3 -   To consider a change in the investment objective of Managers
          Short and Intermediate Bond Fund

 Proposal 4 -   To consider making each Fund's investment objective
          nonfundamental

 Proposal 5 -   To consider amending or eliminating certain fundamental
          restrictions

   Proposal 5A -  To consider eliminating the restrictions regarding issuer
             diversification

   Proposal 5B -  To consider amending the restriction regarding borrowing

   Proposal 5C -  To consider amending the restriction regarding investments in
             real estate

   Proposal 5D -  To consider amending the restriction regarding the business of
             underwriting securities issued by others

   Proposal 5E -  To consider amending the restriction regarding the making of
             loans

   Proposal 5F -  To consider amending the restriction regarding issuance of
             senior securities

   Proposal 5G -  To consider eliminating the restriction regarding the
             participation in joint trading accounts in securities

   Proposal 5H -  To consider eliminating the restriction regarding investments
             in unseasoned issuers
<PAGE>


   Proposal 5I -  To consider eliminating the restriction regarding illiquid
             securities

   Proposal 5J -  To consider eliminating the restrictions regarding the
            purchase of securities of other investment companies

   Proposal 5K -  To consider eliminating the restriction on investments in
             companies
             in which officers or directors of the Fund own stock

   Proposal 5L -  To consider eliminating the restriction prohibiting the
             purchase of
             securities for the purpose of exercising control or management

Exhibits

   Exhibit A -    Sub-Advisory Agreement with Skyline Asset Management, L.P.

   Exhibit B -    Current Investment Objectives of the Funds

   Exhibit C -    Current and Proposed Fundamental
   Investment Restrictions of the Funds

   Exhibit D -    Five Percent Record or Beneficial
           Owners of Each Fund's Outstanding Shares

<PAGE>
                 OVERVIEW OF PROXY STATEMENT


          IMPORTANT INFORMATION FOR SHAREHOLDERS OF
                     THE MANAGERS FUNDS


     Although we encourage you to read the full text of  the
enclosed Proxy Statement, here is a brief overview  of  some
matters  affecting your Fund that will be the subject  of  a
shareholder vote.


Q.   WHEN WILL THE SPECIAL MEETING BE HELD?

A.   The meeting will be held on November 30, 2000, at 10:30
     a.m.  Eastern  Standard  Time at  the  offices  of  The
     Managers   Funds  LLC,  40  Richards  Avenue,  Norwalk,
     Connecticut  06854.   This  meeting  will  cover  those
     issues  listed in this Proxy Statement, as well as  any
     other matters properly brought before the meeting.  The
     record  date  for  determining which  shareholders  are
     eligible  to vote on those issues has been set  as  the
     close  of  business  on October 3,  2000.   Only  those
     shareholders  that  owned  shares  at  that  time   are
     entitled to vote at the Special Meeting.

Q.   WHAT  ARE  THE  ISSUES THAT WILL BE CONSIDERED  AT  THE
     SPECIAL MEETING?

A.   At  the Special Meeting, shareholders will be asked  to
     consider the following matters:

Proposal                                        Funds Affected
---------                                       ---------------

1  To  approve a sub-advisory agreement         Managers    Special
   between  The Managers Funds LLC  and         Equity Fund
   Skyline  Asset Management,  L.P.,  a
   proposed    new   sub-adviser    for
   Managers Special Equity Fund;

2  To  change  the investment objective         Managers     Income
   of Managers Income Equity Fund;              Equity Fund

3  To  change  the investment objective         Managers Short and
   of  Managers  Short and Intermediate         Intermediate Bond
   Bond Fund;                                   Fund

4  To   make   each  Fund's  investment         All Funds
   objective nonfundamental;

5  To  change  or eliminate certain  of         All Funds
   the      fundamental      investment
   restrictions of the Funds;

6  To   transact  any  other   business         All Funds
   properly  presented at  the  Special
   Meeting.

<PAGE>

Q.   HOW DOES THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE?

A.   The Board of Trustees recommends that you vote FOR each
     of the Proposals on the enclosed proxy card(s).

Q.   WHY ARE THE TRUSTEES PROPOSING TO ADD A NEW
     SUB-ADVISER FOR THE MANAGERS SPECIAL EQUITY FUND?

A.   The  Board  of Trustees, acting on recommendation  from
     The  Managers Funds LLC, has decided to employ  Skyline
     Asset Management, L.P. as an additional sub-adviser  to
     the  Fund, subject to shareholder approval.  Currently,
     four  sub-advisers  manage  the  assets  of  the  Fund.
     Because of the current size and continued growth of the
     Fund, the Board has determined that it is necessary  to
     add  another sub-adviser to the Fund.  The  Board  also
     has determined that Skyline's value-oriented investment
     style  best  complements the investment styles  of  the
     Fund's other sub-advisers.

Q.   WHY  ARE  SHAREHOLDERS OF MANAGERS SPECIAL EQUITY  FUND
     BEING ASKED TO APPROVE THE SUB-ADVISORY AGREEMENT  WITH
     SKYLINE?

A.   The Managers Funds has received an exemptive order from
     the  Securities and Exchange Commission that  generally
     permits the Trustees to approve Sub-Advisory Agreements
     with   sub-advisers  to  the  Funds   without   seeking
     shareholder  approval  when  it  otherwise   would   be
     required.   That  order, however, requires  shareholder
     approval for sub-advisers that are affiliated with  The
     Managers  Funds LLC (the "Manager"). The Manager  is  a
     subsidiary  of Affiliated Managers Group, Inc.  ("AMG")
     and  Skyline  is  a majority-owned subsidiary  of  AMG.
     Accordingly, Skyline is affiliated with the Manager for
     purposes  of  that  order.  Thus, the  shareholders  of
     Managers  Special  Equity  Fund  must  approve  a  Sub-
     Advisory  Agreement  between the  Manager  and  Skyline
     before  Skyline may begin serving as a sub-adviser  for
     the Fund.

Q.   WILL  THE  INVESTMENT MANAGEMENT FEES PAID BY  MANAGERS
     SPECIAL EQUITY FUND BE THE SAME?

A.   Yes.   The  rates  and methods used in calculating  the
     fees   for  investment  management  services  paid   by
     Managers  Special Equity Fund to the  Manager  are  not
     affected  by the number or identity of the Fund's  sub-
     advisers.  Furthermore, the fees paid by the Manager to
     Skyline will be the same as the fees paid to the  other
     sub-advisers of the Fund.

<PAGE>

Q.   WHY ARE THE TRUSTEES PROPOSING TO CHANGE THE INVESTMENT
     OBJECTIVE OF MANAGERS INCOME EQUITY FUND?

A.   The  Board  of Trustees, acting on recommendation  from
     the  Manager,  has  decided to  change  the  investment
     objective  of Managers Income Equity Fund,  subject  to
     shareholder approval.  The proposed change will  permit
     each  Sub-Adviser a Fund to pursue its  value  strategy
     without  being  constrained by an emphasis  on  income.
     This  change is prompted by the change, over  time,  of
     the  universe  of  attractive income  producing  equity
     securities.

Q.   WHY ARE THE TRUSTEES PROPOSING TO CHANGE THE INVESTMENT
     OBJECTIVE OF MANAGERS SHORT AND INTERMEDIATE BOND FUND?

A.   The  Board  of Trustees, acting on recommendation  from
     the  Manager,  has  decided to  change  the  investment
     objective of Managers Short and Intermediate Bond Fund,
     subject  to  shareholder approval.   The  change  would
     eliminate  the  requirement that the  Fund  maintain  a
     specified  weighted average maturity for its portfolio.
     The  Board  believes that the change  is  in  the  best
     interests  of shareholders because it will  permit  the
     sub-adviser  of  the  Fund to  use  "average  duration"
     (rather  than average maturity) as the relevant measure
     of interest-rate risk.

Q.   WHY  ARE  THE  TRUSTEES PROPOSING TO MAKE  EACH  FUND'S
     INVESTMENT OBJECTIVE NON-FUNDAMENTAL?

A.   The  proposed change will permit the Board of Trustees,
     in  the  future, to make changes to a Fund's investment
     objectives    without   first   obtaining   shareholder
     approval.  This will provide the Board with the ability
     to  react  to changes in the industry or in the  market
     place without causing a Fund to incur the added expense
     of a shareholder meeting.  The Board would not change a
     Fund's  investment  objective  without  notifying   the
     Fund's shareholders.

Q.   WHY  ARE  THE  TRUSTEES  PROPOSING  TO  CHANGE  CERTAIN
     INVESTMENT RESTRICTIONS?

 A.  The proposed changes will modernize and standardize the
     fundamental investment restrictions for all Funds.  The
     Trustees  believe that, over time, these  changes  will
     permit  the  Funds to operate more efficiently  and  to
     adapt  to  changing regulatory and industry conditions.
     For   the  foreseeable  future,  the  changes  are  not
     expected  to  affect materially the way  in  which  the
     Funds are managed.

<PAGE>

Q.   HOW  DO I CONTACT YOU FOR MORE INFORMATION OR TO  PLACE
     MY VOTE?

 A.  If  you  have  any questions, please call The  Managers
     Funds at (800) 835-3879 for additional information.

     Use  the enclosed proxy card(s) to record your vote for
     each of the Proposals you may vote on, then return  the
     card(s)  in  the postage-paid envelope.  You  can  also
     vote your proxy card(s) by faxing it to us at (203) 857-
     5316  or by calling (800) 690-6903 and record your vote
     by     telephone    or    on    the     internet     at
     http://www.proxyvote.com.
<PAGE>

                         PLEASE VOTE
                   YOUR VOTE IS IMPORTANT
              NO MATTER HOW MANY SHARES YOU OWN

                [THE MANAGERS FUNDS LOGO]



Managers Capital Appreciation Fund
Managers Income Equity Fund
Managers Special Equity Fund
Managers International Equity Fund
Managers Emerging Markets Equity Fund
Managers Bond Fund
Managers Short and Intermediate Bond Fund
Managers Global Bond Fund

                     40 Richards Avenue
                 Norwalk, Connecticut 06854
                        800-835-3879
                    www.managersfunds.com
------------------------------------------------------------


                                                      , 2000

    ____________________________________________________
          NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
    ____________________________________________________

               TO BE HELD ON NOVEMBER 30, 2000
                        AT 10:30 A.M.

To Shareholders of The Managers Funds:

     On  November 30, 2000, The Managers Funds (the "Trust")
will  hold a Special Meeting of the shareholders of Managers
Capital  Appreciation  Fund, Managers  Income  Equity  Fund,
Managers Special Equity Fund, Managers International  Equity
Fund,  Managers Emerging Markets Equity Fund, Managers  Bond
Fund, Managers Short and Intermediate Bond Fund and Managers
Global  Bond Fund at the offices of The Managers  Funds  LLC
(the  "Manager"),  40 Richards Avenue, Norwalk,  Connecticut
06854.  The meeting will begin at 10:30 a.m.

     The meeting will be held for the following purposes:

<PAGE>

     1.To consider and act upon the approval of a Sub-Advisory
       Agreement between the Manager and Skyline Asset Management,
       L.P. ("Skyline") with respect to Managers Special Equity
       Fund;

     2.To consider a change in the investment objective of
       Managers Income Equity Fund;

     3.To consider a change in the investment objective of
       Managers Short and Intermediate Bond Fund;

     4.To consider making each Fund's investment objective
       nonfundamental;

     5.To  consider the following changes to fundamental
       investment restrictions of all Funds:

       5A.    To   eliminate   the  restrictions   regarding
              issuer diversification.

       5B.    To amend the restriction regarding borrowing.

       5C.    To    amend    the    restriction    regarding
              investments in real estate.

       5D.    To   amend  the  restriction  regarding
              underwriting securities issued by others.

       5E.   To amend the restriction regarding  the
             making of loans.

       5F.   To amend the restriction regarding  the
             issuance of senior securities.

       5G.   To  eliminate the restriction regarding
             participation in joint trading  accounts  for
             securities.

       5H.   To  eliminate the restriction regarding
               investments in unseasoned issuers.

       5I.   To  eliminate the restriction regarding
               investments in illiquid securities.

       5J.   To eliminate the restrictions regarding
               investments in other investment companies.

       5K.   To  eliminate the restriction regarding
               investments in companies in which officers or
               directors of the Trust own stock.

       5L.   To  eliminate the restriction regarding
              the purchase of securities for the purpose of
               exercising control or management.

<PAGE>

     6.   To transact any other business properly presented at
          the meeting.

     Only those shareholders that owned shares in a Fund  at
the  close of business on October 3, 2000 can vote  at  this
meeting or any adjournments that may take place.

By Order of the Board of Trustees,



Donald S. Rumery
Secretary

Norwalk, Connecticut
              , 2000

------------------------------------------------------------
IT  IS  IMPORTANT  THAT YOUR SHARES BE  REPRESENTED  AT  THE
MEETING  IN  PERSON OR BY PROXY.  IF YOU DO  NOT  EXPECT  TO
ATTEND  THE MEETING, PLEASE COMPLETE, DATE, SIGN AND  RETURN
THE  ENCLOSED PROXY CARD(S) IN THE POSTAGE-PAID ENVELOPE  OR
BY FAX.  YOU CAN ALSO VOTE YOUR PROXY BY TELEPHONE OR ON THE
INTERNET.
------------------------------------------------------------
<PAGE>

            INSTRUCTIONS FOR EXECUTING PROXY CARD

     The following general rules for signing proxy cards may
be  of assistance to you and may help to avoid the time  and
expense involved in validating your vote if you fail to sign
your proxy card properly.

1.    Individual  Accounts:  Sign your name  exactly  as  it
appears on the proxy card.

2.   Joint Accounts:  Either party may sign, but the name of
the party signing should conform exactly to a name shown  on
the proxy card.

3.    All  Other  Accounts:  The capacity of the  individual
signing  the  proxy card should be indicated  unless  it  is
reflected in the name of the proxy card.  For example:

Registration                            Valid Signature
------------                             ---------------
Corporate Accounts
(1)  ABC Corp.                     (1) ABC Corp.
                                         John Doe, Treasurer

(2)  ABC Corp.                     (2)  John Doe, Treasurer
  c/o John Doe, Treasurer

(3)  ABC Corp. Profit Sharing Plan (3)  John Doe, Trustee


Trust Accounts
(1)  ABC Trust                          (1)  Jane Doe,Trustee

(2)  Jane Doe, Trustee                  (2)  Jane Doe
  u/t/d 12/28/78

Custodial or Estate Accounts
(1)  John Smith, Cust.                  (1)  John Smith
  f/b/o John Smith, Jr. UGMA

(2)  John Smith Jr.                     (2)  John Smith Jr., Executor




<PAGE>

                        PRELIMINARY COPY

[THE MANAGERS FUNDS LOGO]

             Managers Capital Appreciation Fund
                 Managers Income Equity Fund
                Managers Special Equity Fund
             Managers International Equity Fund
            Managers Emerging Markets Equity Fund
                     Managers Bond Fund
          Managers Short and Intermediate Bond Fund
                  Managers Global Bond Fund

                     40 Richards Avenue
                 Norwalk, Connecticut  06854
                        800-835-3879
                    www.managersfunds.com
                    _____________________
                       PROXY STATEMENT
                    _____________________

                FOR A MEETING OF SHAREHOLDERS
               TO BE HELD ON NOVEMBER 30, 2000

Introduction

     This  Proxy  Statement is furnished in connection  with
the  solicitation of proxies by the Board of  Trustees  (the
"Trustees") of The Managers Funds (the "Trust") for use at a
Special Meeting and any adjournment (the "Meeting")  of  the
shareholders of Managers Capital Appreciation Fund, Managers
Income  Equity Fund, Managers Special Equity Fund,  Managers
International Equity Fund, Managers Emerging Markets  Equity
Fund,  Managers  Bond Fund, Managers Short and  Intermediate
Bond Fund, and Managers Global Bond Fund (each a "Fund"  and
collectively, the "Funds") to be held at the offices of  The
Managers  Funds  LLC  (the "Manager"), 40  Richards  Avenue,
Norwalk  Connecticut, on November 30, 2000  at  10:30  a.m.,
Eastern Standard Time.

     The  Trust is comprised of ten mutual funds,  eight  of
which  are  the subject of this proxy statement.  Each  such
mutual fund is a separate series of the Trust.  The Trust is
a   registered  management  investment  company  under   the
Investment Company Act of 1940, as amended (the "1940 Act"),
and  is  organized as a Massachusetts business  trust.   The
Manager serves as the distributor and investment manager  of
each Fund.

<PAGE>

     The  principal  executive  offices  of  the  Trust  are
located  at 40 Richards Avenue, Norwalk, Connecticut  06854.
The  enclosed proxy and this Proxy Statement are first being
sent to shareholders on or about                     2000.


     At  the  meeting, shareholders will be asked to act  on
  the following:

     * Shareholders of Managers Special Equity Fund will be
       asked to approve a Sub-Advisory Agreement with Skyline Asset
       Management, L.P., a proposed new sub-adviser for the Fund.
       Approval of the Sub-Advisory Agreement will not result in an
       increase of any fees paid by Managers Special Equity Fund.
       (Proposal 1). The proposed Sub-Advisory Agreement  is
       attached as Exhibit A to this Proxy Statement.

     * Shareholders of Managers Income Equity  Fund  and
       Managers Short and Intermediate Bond Fund will be asked to
       approve a change in each Fund's respective investment
       objective.  (Proposals 2 and 3).

     * Shareholders of each Fund will be asked to consider
       making each Fund's investment objective "nonfundamental".
       (Proposal 4).

     * Shareholders of each Fund will be asked to approve the
       amendment or elimination of certain fundamental investment
       restrictions.  (Proposals 5A through 5L).  The current and
       proposed fundamental investment restrictions of the Funds
       are attached as Exhibit C to this Proxy Statement.

     The  following table illustrates the matters  on  which
shareholders of each Fund will vote:

   PROPOSAL    1  2   3  4  5   5  5  5   5  5   5  5  5   5  5  5
                            A   B  C  D   E  F   G  H  I   J  K  L

   MANAGERS                     X  X  X   X  X   X  X  X         X
   CAPITAL               X  X   X  X  X   X  X   X  X  X   X  X  X
   APPRECIATI
   ON FUND
   MANAGERS                 X   X  X  X   X  X   X  X  X         X
   INCOME         X      X  X   X  X  X   X  X   X  X  X   X  X  X
   EQUITY
   FUND
   MANAGERS                 X   X  X  X   X  X   X  X  X         X
   SPECIAL     X         X  X   X  X  X   X  X   X  X  X   X  X  X
   EQUITY
   FUND
   MANAGERS                 X   X  X  X   X  X   X  X  X         X
   INTERNATIO            X  X   X  X  X   X  X   X  X  X   X  X  X
   NAL EQUITY
   FUND
   MANAGERS                 X   X  X  X   X  X   X  X  X         X
   EMERGING              X  X   X  X  X   X  X   X  X  X   X  X  X
   MARKETS
   EQUITY
   FUND
   MANAGERS                 X   X  X  X   X  X   X  X  X         X
   BOND FUND             X  X   X  X  X   X  X   X  X  X   X  X  X

   MANAGERS                 X   X  X  X   X  X        XX  X         X
   SHORT AND          X  X  X   X  X  X   X  X   X  X  X   X  X  X
   INTERMEDIA
   TE BOND
   FUND
   MANAGERS
   GLOBAL                X  X   X  X  X   X  X   X  X  X   X  X  X
   BOND FUND

     All properly executed proxies received prior to the Meeting
will  be  voted  at the Meeting in accordance  with  the  marked
instructions.  Unless instructions are marked to  the  contrary,
shares  represented by the proxies will be  voted  FOR  all  the
proposals.  Any shareholder may revoke his or her proxy  card(s)
at  any  time prior to the Meeting by sending written notice  of
revocation  to  the Secretary of the Trust or by  attending  the
Meeting and voting in person.  The proxies, in their discretion,
may vote upon such other matters as may properly come before the
meeting. The Board of Trustees of the Trust is not aware of  any
other matters to come before the Meeting.

     Holders of record of the shares of the Fund at the close of
business  on  October 3, 2000 (the "Record  Date"),  as  to  any
matter  on which they are entitled to vote, will be entitled  to
one  vote  per  share and a fractional vote on  each  fractional
share on all business presented at the Special Meeting.

     The  following  table sets forth the number  of  shares  of
beneficial  interest outstanding of each Fund as of  the  Record
Date:

Fund                               Shares Outstanding

Managers Capital Appreciation Fund
Managers Income Equity Fund
Managers Special Equity Fund
Managers International Equity Fund
Managers Emerging Markets Equity Fund
Managers Bond Fund
Managers Short and Intermediate Bond Fund
Managers Global Bond Fund

     Under the By-Laws of the Trust, shares held by two or  more
persons  (whether as joint tenants, co-fiduciaries or otherwise)
will be voted as follows:  (1) if only one person votes, his  or
her vote will bind all others; (2) if more than one person votes
and  such persons disagree as to any vote to be cast, the  proxy
will not be voted as to that item of business.

     In the event that the necessary quorum to transact business
or  the vote required to approve any Proposal is not obtained at
the Meeting, the individuals named as proxies may propose one or
more  adjournments  of  the  Meeting  in  accordance  with   the
applicable  law to permit further solicitation of  proxies.   No
adjournment  will be for a period ending later  than  April  15,
2001.
                              3
<PAGE>


     Each  proposal will be voted on separately by  shareholders
of  each Fund.  Approval of each proposal for each Fund requires
the  affirmative  vote of the lesser of (i) 67%  of  the  voting
securities  of  the  Fund present in person at  the  Meeting  or
represented by proxy, if holders of more than 50% of the  shares
of  the  Fund  outstanding on the record date  are  present,  in
person  or  by  proxy, or (ii) more than 50% of the  outstanding
shares of the Fund on the record date.

     Abstentions and broker non-votes (i.e., proxies sent in  by
brokers  and  other  nominees  which  cannot  be  voted  on  the
proposal(s)  because  the  beneficial  owners  have  not   given
instructions)  will be considered to be shares  present  at  the
Meeting,  but  not voting in favor of any of the  proposals  and
will therefore have the effect of a "no" vote.

     Shareholders can vote by marking the enclosed proxy card(s)
and   returning  the  card(s)  in  the  postage-paid   envelope.
Shareholders can also vote their proxy card(s) by faxing  it  to
the  Trust  at  (203) 857-5316 or by calling (800) 690-6903  and
record   their  vote  by  telephone  or  on  the   internet   at
http://www.proxyvote.com.  Any shareholder who has given a proxy
has  the  right  to  revoke the proxy  any  time  prior  to  its
exercise:

     * By  written notice of the proxy's revocation  to  the
       Secretary of the Trust at the above address prior to  the
       Meeting;
     * By the subsequent execution and return of another proxy
       prior to the Meeting;
     * By submitting a subsequent telephone vote;
     * By submitting a subsequent internet vote;
     * By being present and voting in person at the Meeting and
       giving oral notice of revocation to the Chairman of the Meeting.



     PROPOSAL 1:  To Consider the Approval of a Sub-Advisory
                            Agreement
     Between the Manager and Skyline Asset Management, L.P.
                for Managers Special Equity Fund

        (Managers Special Equity Fund Shareholders Only)

     At the Meeting, the shareholders of Managers Special Equity
Fund  will  consider  the  approval of a sub-advisory  agreement
between   the   Manager  and  Skyline  Asset  Management,   L.P.
("Skyline"),  a  proposed new sub-adviser for  Managers  Special
Equity Fund.  If Proposal 1 is approved by shareholders, the new
sub-advisory  agreement  will  become  effective  as   soon   as
practicable thereafter.

     The Trust and its Investment Management Agreement
                                 4

<PAGE>

     The   Trust  has  entered  into  an  investment  management
agreement with respect to each investment portfolio of the Trust
with   the   Manager  dated  April  1,  1999  (the   "Management
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"  and  each a "Sub-Adviser") to manage  the  investment
portfolio of the 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 the Fund, if such Fund has more  than
one Sub-Adviser.  The portion of the Fund's assets managed by  a
Sub-Adviser  may  be  adjusted from time to  time  in  the  sole
discretion of the Manager.  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 the Fund, and the Manager is responsible for payment of all
fees  payable  to  the  Sub-Advisers of  the  Fund.   The  Fund,
therefore, pays no fees to the Sub-Advisers.

     The  Manager  recommends Sub-Advisers for the Fund  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  Fund
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  the  Fund  and
receive   brokerage  commissions  in  connection  therewith   as
permitted  by  Section  17(e) of the  1940  Act  and  the  rules
thereunder.

     Under  the  1940  Act,  a  shareholder  vote  is  generally
required  to  approve a new sub-advisory agreement  involving  a
mutual  fund.  The  Manager  and  the  Trust  have  received  an
exemptive order from the Securities and Exchange Commission that
permits  the Trustees to approve sub-advisory agreements between
the  Manager  and  sub-advisers  without  obtaining  shareholder
approval.   That  order, however, requires shareholder  approval
for   sub-advisers  that  have  certain  affiliations  with  the
Manager.  The Manager has proposed that Skyline be appointed  as
new  sub-adviser  to the Fund.  The Manager  is  a  wholly-owned
subsidiary  of  Affiliated  Managers  Group,  Inc.  ("AMG")  and
Skyline  is  a  majority-owned subsidiary of AMG.   Accordingly,
shareholders of the Fund must approve the sub-advisory agreement
between the Manager and Skyline if Skyline is to serve as a sub-
adviser for the Fund.

     The Sub-Advisory Agreements

      Currently, the assets of the Fund are managed by four Sub-
Advisers: Westport Asset Management, Inc. ("Westport"),  Goldman
Sachs Asset Management ("Goldman"), Pilgrim Baxter & Associates,
Ltd.  ("Pilgrim") and Kern Capital Management, LLC ("Kern",  and
together  with Westport, Goldman and Pilgrim, the "Current  Sub-
Advisers").   Each  Current Sub-Adviser  serves  pursuant  to  a

                        5
<PAGE>

separate  sub-advisory agreement between the  Manager  and  that
Current Sub-Adviser (each such agreement a "Current Sub-Advisory
Agreement").   At  a meeting of the Board of  Trustees  held  on
September  8,  2000, the Trustees, including a majority  of  the
Trustees  who  are not "interested persons" of the Trust  within
the  meaning  of  the  1940  Act (the  "Independent  Trustees"),
approved the recommendation of the Manager to add Skyline  as  a
Sub-Adviser  to  the Fund.  Accordingly, subject to  shareholder
approval, the Trustees approved a sub-advisory agreement for the
Fund  with Skyline that would become effective upon approval  by
shareholders (the "Skyline Agreement").

      The recommendation to hire Skyline 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  recommendation to add another Sub-Adviser was  prompted  by
the  current  size of the Fund and its anticipated growth.   The
Manager  determined that the investment philosophy and  strategy
of any additional sub-adviser should be consistent with the risk
profile  of  the  Fund.  In this regard, the Manager  determined
that  it was in the best interest of the Fund's shareholders  to
add  a  value-oriented sub-adviser.  The Manager  believes  that
Skyline's   value-oriented  investment  style  is  appropriately
suited for the Fund and consistent with the Manager's desire  to
maintain focus (within a single Sub-Adviser) and diversification
(across Sub-Advisers) for the Fund.

     Under the Management Agreement, the Fund pays the Manager a
fee equal to 0.90% of the Fund's average daily net assets.  From
this fee, the Manager pays Westport, Goldman, Pilgrim and Kern a
fee  of  0.50% of the average daily net assets under the Current
Sub-Adviser Agreements.  Pursuant to the Skyline Agreement,  the
Manager would pay Skyline the same fee; i.e., a fee of 0.50%  of
the  Fund's average daily net assets under Skyline's management.
For  the fiscal year ended December 31, 1999, the Fund paid  the
Manager  $9,  364,371,  and  the  Manager  paid  $1,620,782   to
Westport,  $817,339  to  Goldman,  $1,764,389  to  Pilgrim   and
$941,203  to  Kern  under their respective Current  Sub-Advisory
Agreements.   If the Skyline 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, the Current Sub-Advisers would have received a  smaller
portion of the Sub-Adviser fees as a portion of those fees would
have been paid to Skyline, respectively.

     Apart  from  the  identity  of  the  Sub-Adviser  and   the
effective  date  of  the  agreement, there  are  no  differences
between  the  Skyline Agreement and either of the  Current  Sub-
Adviser Agreements.  A copy of the Skyline Agreement is attached
as Exhibit A.

     Information About Skyline

      Skyline is a registered investment adviser located at  311
South Wacker Drive, Suite 4500, Chicago, Illinois.  Skyline  was
formed in 1995 and is organized as a limited partnership.  As of
December  31,  1999, Skyline had approximately $742  million  in

                          6
<PAGE>

assets under management.  The general partner of Skyline is AMG,
a  publicly-traded Delaware corporation which acquires  majority
interests in investment management firms, including the Manager.

       The  name  and  principal  occupation  of  the  principal
executive officers of Skyline are set forth below.  The  address
of each is that of Skyline.

Name                   Position

William M. Dutton        Managing Partner and Chief Investment
Officer
William F. Fiedler       Partner and Securities Analyst
Kenneth S. Kailin        Partner, Portfolio Management
Stephen F. Kendall       Partner and Chief Operating Officer
Geoffrey P. Lutz         Partner, Institutional Marketing
Michael Maloney          Partner and Securities Analyst
Mark N. Odegard          Partner and Securities Analyst

      Skyline  acts  as an investment adviser for the  following
investment  company, which a similar objective to  the  Managers
Special Equity Fund:

                                  Net Assets of
                                  Other Fund, as            Annual
Other Fund                         of 12/31/99              Fee Rate1

Skyline Special Equities Portfolio  $223,345,905             1.48%

1Under   its   advisory  agreement  with  Skyline  Special   Equities
Portfolio,  Skyline  pays all of the ordinary operating  expenses  of
that  fund, except the fees and expenses of the fund's non-interested
trustees.

     Skyline's Investment Philosophy

     Skyline has developed a disciplined investment approach for
investing in the small capitalization, value sector of the
equities market.  It employs a fundamental, bottom-up
methodology characterized by the following three factors:

* A value-oriented approach, selecting stocks with below-
  average valuations;

* Attention to earnings, seeking companies with above-average
  attractive earnings growth prospects; and

* Emphasis on investments in small companies whose
  outstanding shares have an aggregate market value of less than
  $2 billion.

Skyline believes that selecting companies with below-average
valuations and above-average earnings growth prospects from a
universe of small capitalization stocks that have not been
thoroughly researched by others provides the potential for
exceptional performance at low risk.

                           7
<PAGE>

     Portfolio Manager

     If shareholders approve the addition of Skyline as a Sub-
Adviser to the Fund, it is expected that William M. Dutton and a
team of analysts will manage this portion of the Fund's
portfolio.  Mr. Dutton is the managing partner and chief
investment officer of Skyline.  Prior to joining Skyline, Mr.
Dutton was employed with Mesirow Financial, where he started as
a securities analyst in the Brokerage Division and transferred
to the Asset Management Division in 1984.  Since 1984, he has
been a portfolio manager responsible for managing small
capitalization equity portfolios and in 1992 was named
"Portfolio Manager of the Year" by Morningstar Inc.  Mr. Dutton
is also a Certified Public Accountant.
     Evaluation by the Board

     On September 8, 2000, the Skyline Agreement was approved by
the  Trustees,  including the Independent Trustees,  subject  to
approval by shareholders of the Fund.  In approving the  Skyline
Agreement, the Trustees considered, among other things:  (i) the
nature  and  quality of the services expected to be rendered  by
Skyline   for  the  Fund;  (ii)  the  short-term  and  long-term
performance of Skyline in relation to other investment  advisers
with  similar  investment  strategies  and  styles;  (iii)   the
consistency  of  Skyline's  investment  philosophy  and   value-
oriented  investment  strategy; (iv) the  extent  to  which  the
securities to be selected for the Fund by Skyline are likely  to
differ  from the securities selected for the Fund by the Current
Sub-Advisers; (v) the current size of the Fund and its  expected
growth; (vi) Skyline's investment management approach, which  is
expected  to complement that of the Current Sub-Advisers;  (vii)
the structure of Skyline and its ability to provide services  to
the  Fund;  (viii) that the fees payable by the  Fund  will  not
change  as  a  result  of adding Skyline as an  additional  Sub-
Adviser  to  the  Fund; and (ix) that the Skyline  Agreement  is
identical  in  all material respect to the Current  Sub-Advisory
Agreements.   When making its decision on whether  to  recommend
the  addition of Skyline as a new Sub-Adviser, the Trustees were
mindful of Skyline's affiliation with the Manager.  The Trustees
reassured  themselves that the Manager would  provide  the  same
oversight  functions  with respect to  Skyline  as  the  Manager
provides with respect to the  Current Sub-Advisers.

     Based  on the foregoing, the Trustees, including a majority
of   the   Independent  Trustees,  concluded  that  the  Skyline
Agreement  between  the  Manager and  Skyline  is  in  the  best
interest of the Fund and its shareholders.

 THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
                VOTE FOR APPROVAL OF PROPOSAL 1.


PROPOSAL 2:  To Consider a Change in the Investment Objective of
                   Managers Income Equity Fund

         (Managers Income Equity Fund Shareholders Only)

     The Managers Income Equity Fund currently has the following
investment objective:

                              8
<PAGE>

     "The Fund's objective is to achieve a high level of current
     income  from  a  diversified portfolio of  income-producing
     equity securities."

        Historically,  the  Fund has pursued  its  objective  by
investing  in  undervalued, income-producing equity  securities.
Each  of  the  Fund's current Sub-Advisers pursues  this  value-
oriented strategy in an effort to generate returns from dividend
income as well as capital appreciation.  Over time, the universe
of  undervalued equity securities that are also income-producing
has  contracted substantially.  The Board believes that it would
be  in  the  best interest of shareholders to change the  Fund's
investment  objective in a manner that permits each  Sub-Adviser
to  pursue  its value strategy without being constrained  by  an
emphasis on income.  Accordingly, the Board recommends that  the
Fund's investment objective be changed as follows:

     "The  Fund's  objective  is  to achieve  long-term  capital
     appreciation  through  a diversified  portfolio  of  equity
     securities.  Income is the Fund's secondary objective."

     If  the  proposed change in the Fund's investment objective
is   approved  by  the  shareholders,  the  change  will  become
effective as soon as practicable thereafter, but no sooner  than
January  1, 2001, at which time the Fund's name will be  changed
to "Managers Value Fund."

 THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
                VOTE FOR APPROVAL OF PROPOSAL 2.


PROPOSAL 3:  To Consider a Change in the Investment Objective of
            Managers Short and Intermediate Bond Fund

  (Managers Short and Intermediate Bond Fund Shareholders Only)

     The Managers Short and Intermediate Bond Fund currently has
the following investment objective:

     "The  Fund's  objective is to achieve high  current  income
     through  a diversified portfolio of fixed-income securities
     with  an  average portfolio maturity between  one  to  five
     years."

     Because   the  Fund,  in  accordance  with  its  investment
objective,   invests   primarily  in   fixed-income   securities
(generally,  bonds), the Fund is subject to interest-rate  risk.
Interest-rate risk is the possibility that the market  value  of
portfolio securities will fluctuate as interest rates  rise  and
fall.   One  measure of interest-rate risk is  weighted  average
maturity  ("WAM"). The WAM of a fund's portfolio is computed  by
weighting  each maturity date (the date the security comes  due)
by  the  market value of the security.  Pursuant to the  current
position  of  the staff of the SEC with regard to  a  bond  fund
using the term "short and intermediate" in its name, the Fund is

                      9
<PAGE>

required  to maintain a WAM of between one and five  years.  The
Fund  has  expressed this requirement as part of its  investment
objective.

     The  Board  believes  that "average  duration"  is  a  more
accurate measure of a fund's interest-rate sensitivity than WAM.
That  is  because the computation of duration takes into account
not  only a security's maturity date, but also the timing of all
interest  and principal payments on the security.   Duration  is
typically  quoted in years.  The longer a fund's  duration,  the
more sensitive the fund is to shifts in interest rates.  Thus, a
fund with a duration of 10 years has twice as much interest rate
volatility  as  a fund with a five-year duration.  Historically,
the  Fund has maintained an average duration of between 2 and  4
years  which has been closely aligned with the average  duration
of the Fund's primary investment benchmark.

     The  Board  believes  that it is in the  best  interest  of
shareholders  for  the Fund to continue to maintain  an  average
duration  similar  to  the duration of the benchmark.   However,
based on the type of securities in which the Fund invests, it is
possible  for the Fund to hold a portfolio with a WAM in  excess
of  5  years,  without exceeding its targeted average  duration.
Therefore,  the  Board recommends eliminating  from  the  Fund's
investment objective the requirement to maintain a specific WAM.
The proposed new objective is as follows:

     "The  Fund's  objective is to achieve high  current  income
     through    a    diversified   portfolio   of   fixed-income
     securities."

     If  the  proposed change in the Fund's investment objective
is approved by shareholders, the change will become effective as
soon  as  practicable thereafter, but no sooner than January  1,
2001, at which time the Fund's name will be changed to "Managers
Intermediate Bond Fund."


PROPOSAL 4: To Consider Making each Fund's Investment Objectives
                         Nonfundamental

                   (Shareholders of All Funds)

        Under the 1940 Act, a mutual fund's investment objective
may  be  classified as either "fundamental" or "nonfundamental."
A  fundamental investment objective may be changed only by  vote
of a fund's shareholders.  A nonfundamental investment objective
may be changed at any time by a fund's board of trustees without
approval by shareholders.

     The  investment  objectives for  each  of  the  Funds  were
established as fundamental in response to then current  industry
practices.  In  recent  years, it has become  customary  in  the
mutual fund industry for a fund's board to reserve the right  to
change  the  fund's  investment  objective  without  shareholder
approval.   This  practice is desirable because it  permits  the
board   of  a  mutual  fund  to  modify  the  fund's  investment
objectives   according  to  regulatory,   industry   or   market
conditions  without delay and without the expense of  holding  a
shareholder meeting.

        The  Board of Trustees has determined that it  would  be
advisable  to  reclassify  each Fund's investment  objective  as
nonfundamental.

                             10
<PAGE>

     Except   for   the  proposed  changes  to  the   investment
objectives of Managers Income Equity Fund and Managers Short and
Intermediate  Bond  Fund  described  in  Proposals  2   and   3,
respectively,  of  this Proxy Statement, the  Trustees  have  no
current  intention  to change the investment objectives  of  any
Fund.  If at any time in the future the Trustees were to approve
a  change in a Fund's investment objective, shareholders of such
Fund  would be given notice of the change; however, shareholders
would   not  be  asked  to  approve  such  change.  The  current
investment objective of each Fund is identified in Exhibit B  to
this proxy statement.

     The  shareholders of each Fund will vote separately on this
proposal.

      The  Trustees  have considered the enhanced  management
flexibility to respond to market, industry or regulatory changes
that  would  accrue  to  the Funds if  each  Fund's  fundamental
investment objectives were reclassified as nonfundamental.  At a
meeting  of  the Trustees held on October 2, 2000, the  Trustees
voted   to   approve  the  reclassification  of  the  investment
objective  of  each Fund as nonfundamental.  If  Proposal  4  is
approved  by  shareholders, the reclassification of each  Fund's
investment  objective  will  become effective  the  change  will
become  effective  as  soon as practicable  thereafter,  but  no
sooner than January 1, 2001.

 THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
                VOTE FOR APPROVAL OF PROPOSAL 4.


  PROPOSALS 5A THROUGH 5L:  To Consider Amending or Eliminating
                             Certain
              Fundamental Investment Restrictions.

                           (All Funds)

      The  Board  of  Trustees  has proposed  that  shareholders
approve  amending or eliminating certain fundamental  investment
restrictions of each of the Funds.  The proposed changes to  the
investment   restrictions   of   each   Fund   are   based    on
recommendations prepared by the Manager, which were reviewed and
approved by the Board at a meeting held on October 2, 2000.

      Under  the 1940 Act, all investment policies of  a  mutual
fund   must   be   classified   as   either   "fundamental"   or
"nonfundamental."   A  fundamental policy  may  not  be  changed
without   the   approval   of   the   fund's   shareholders;   a
nonfundamental  policy may be changed by the board  of  trustees
without  shareholder approval.  Under the 1940 Act, only certain
policies are required to be classified as fundamental.

      Some  of the fundamental investment restrictions for  each
Fund  reflect regulatory, business or industry conditions, which
in  many  cases  are  no longer in effect.  The  Board  recently
reviewed  each  Fund's fundamental investment  restrictions  and
determined that it would be in the best interest of each Fund to
eliminate certain investment restrictions that are not  required
under  applicable  law, and to modify certain restrictions  that
are  required  to be fundamental.  The Board also  analyzed  the

                          11
<PAGE>

various fundamental investment restrictions of all of the mutual
funds  within the Managers Family of Funds, and where  practical
and  appropriate to a Fund's investment objective,  proposed  to
standardize investment restrictions.  Substantially all  of  the
proposed investment restrictions set forth below are expected to
become standard for each of the Funds in the Managers Family  of
Funds.

      The Board believes that the ability of the Manager and the
Sub-Advisers  to  manage  the Funds' portfolios  in  a  changing
regulatory  or  investment  environment  will  be  enhanced   by
approval  of  these proposals.  In addition, the Board  believes
that approval of these proposals will reduce the need for future
shareholder meetings, thereby reducing the Funds' ongoing  costs
of  operation.   Furthermore, it is anticipated  that  increased
standardization  will  help to promote operational  efficiencies
and   facilitate   monitoring  of  compliance  with   investment
restrictions.

     At the Meeting, shareholders of each Fund will vote on each
of  the proposals separately.  Any change to a Fund's investment
restriction  approved by shareholders will become effective  the
change  will become effective as soon as practicable thereafter,
but no sooner than January 1, 2001.

      Although  the  proposed changes to each Fund's  investment
restrictions  generally give broader authority to  make  certain
investments  or engage in certain practices than do the  current
investment  restrictions  of the Funds,  the  Manager  does  not
currently  intend  to change in any material way  the  principal
investment strategies or operations of any Fund.

 THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
          VOTE FOR APPROVAL OF PROPOSALS 5A THROUGH 5L.


      PROPOSAL 5A:  To Consider Eliminating the Investment
                  Restrictions Regarding Issuer
                         Diversification

     Each   Fund   currently  has  the  following   restrictions
regarding  the extent to which a Fund may invest in  any  single
issuer (the "Issuer Percentage Restrictions"):

     "A  Fund  may  not invest in securities of  any  one  issuer
     (other  than  securities issued by the U.S. Government,  its
     agencies and instrumentalities), if immediately after and as
     a  result of such investment the current market value of the
     holdings of its securities of such issuer exceeds 5% of  its
     total assets.  The Global Bond Fund may invest up to 50%  of
     its  assets in bonds issued by foreign governments which may
     include  up  to 25% of such assets in any single  government
     issuer."

     "A  Fund  may  not acquire more than 10% of the outstanding
     voting securities of any one issuer."

In  substance, the Issuer Percentage Restrictions limit a Fund's
investments in the securities of any single issuer to 5% of  the
Fund's  assets and 10% of the issuer's outstanding voting stock,
except the Issuer Percentage Restrictions permit Managers Global
Bond  Fund  to  invest  up to 25% of its assets  in  any  single
government issuer.

       The   Board   proposes  that  shareholders  approve   the
elimination  of the Issuer Percentage Restrictions.  Elimination
will permit each Fund to invest in securities of a single issuer
to the extent permitted by applicable law.

     Each  Fund, other than Managers Global Bond Fund (each such
Fund, a "Diversified Fund"), has elected to be classified  as  a
"diversified  company"  under the 1940 Act.   As  a  diversified
company,  at  least 75% of the value of each Diversified  Fund's
total  assets must be represented by cash and cash  items,  U.S.
Government securities, securities of other investment companies,
and  other securities limited with respect to any one issuer  to
an  amount  not  greater in value than 5% of the  value  of  the
Diversified  Fund's total assets and not more than  10%  of  the
outstanding    voting   securities   of   such    issuer    (the
"Diversification  Requirement").  As with the Issuer  Percentage
Restrictions,  the Diversification Requirement has  the  effect,
with  respect to 75% of a Diversified Fund's assets, of limiting
investments  by  the Diversified Fund in the securities  of  any
single issuer to 5% of the Diversified Fund's assets and 10%  of
the  issuer's outstanding voting stock.  A Diversified Fund  may
not  change its classification as a diversified company  without
shareholder approval.

     The  Issuer  Percentage Restrictions  currently  create  an
investment  limitation  that  is  more  restrictive   than   the
Diversification Restriction, because these restrictions apply to
100%  of  a Fund's assets.  By eliminating the Issuer Percentage
Restrictions, each Diversified Fund will have the flexibility to
invest a larger portion of its assets in any single issuer  when
the  Manager  or  Sub-Adviser deems  an  investment  opportunity
attractive.  Furthermore, for each Diversified Fund, the  Issuer
Percentage  Restrictions currently create a  limitation  on  the
ability  of  a  Fund to adapt to regulatory changes  should  the
Diversification  Requirement under the 1940 Act  change  in  the
future.   By  eliminating the Issuer Percentage Restrictions  at
this  time,  each Diversified Fund will be able  to  respond  to
future changes in the Diversification Requirement without  delay
and  without  the expense of holding a shareholder meeting.   If
the   Issuer  Percentage  Restrictions  are  eliminated  for   a
Diversified  Fund,  it  will  continue  to  be  subject  to  the
limitations of the Diversification Requirement. For this reason,
approval of Proposal 5A is not expected to materially affect the
operations of any Diversified Fund.

     Managers   Global  Bond  Fund  is  not  classified   as   a
diversified company under the 1940 Act and thus not  subject  to
the  Diversification  Requirement.  Elimination  of  the  Issuer
Percentage  Restrictions  for the  Managers  Global  Bond  Fund,
therefore, will permit the Fund to invest without limitation  in
the  securities  of any one issuer.  However, for  tax  purposes
Managers  Global Bond Fund intends to continue to qualify  as  a
"regulated investment company" (commonly referred to as  "RIC").
To  qualify  as a RIC, the Fund must satisfy the diversification
requirements of the Internal Revenue Code.  Specifically,  these
requirements  require that, at the end of each  quarter  of  its
taxable year, (i) the Fund invest no more than 25% of its  total
assets  in  the  securities  of  any  one  issuer,  except   for
securities  of the U.S. Government or other RICs,  and  (ii)  at
least  50% of the value of the Fund's assets must be represented
by  cash  and cash items, U.S. Government securities, securities
of  other  RICs,  and other securities.  For purposes  of  these
requirements, "other securities" does not include investments in
the securities of any one issuer that represent more than 5%  of
the  value of the Fund's total assets or more than 10%  of  such
issuer's outstanding voting securities.

     If  the Issuer Percentage Restrictions are eliminated,  the
Managers   Global  Bond  Fund's  portfolio  could  include   the
securities  of a smaller total number of issuers than  prior  to
such  elimination.  Thus, changes in the financial condition  or
credit-worthiness   of  a  single  issuer  may   cause   greater
fluctuation  than  if  the  Fund  were  required  to  hold   the
securities of a greater number of issuers.


  PROPOSAL 5B: To Consider Amending The Investment Restriction
                       Regarding Borrowing

     Each   Fund   currently   has  the  following   fundamental
investment restriction regarding borrowing:

     "A  Fund  may  not  borrow money,  except  from  banks  for
     temporary or extraordinary or emergency purposes  and  then
     only  in amounts up to 10% of the value of the Fund's total
     assets,  taken at cost, at the time of such borrowing  (and
     provided such borrowings do not exceed in the aggregate one-
     third  of the market value of the Fund's total assets  less
     liabilities other than the obligations represented  by  the
     bank  borrowings). It will not mortgage, pledge or  in  any
     other manner transfer any of its assets as security for any
     indebtedness, except in connection with any such  borrowing
     and  in  amounts up to 10% of the value of the  Fund's  net
     assets at the time of such borrowing."

    The  Board proposes that shareholders approve replacing each
Fund's  current investment restriction regarding borrowing  with
the following restriction:

    "A  Fund may not borrow money, except (i) in amounts not  to
    exceed  33  1/3%  of  the value of the Fund's  total  assets
    (including  the amount borrowed) taken at market value  from
    banks  or  through reverse repurchase agreements or  forward
    roll  transactions, (ii) up to an additional 5% of its total
    assets  for  temporary purposes, (iii)  in  connection  with
    short-term credits as may be necessary for the clearance  of
    purchases  and sales of portfolio securities  and  (iv)  the
    Fund  may  purchase  securities  on  margin  to  the  extent
    permitted   by  applicable  law.   For  purposes   of   this
    investment  restriction, investments in  short  sales,  roll
    transactions,   futures  contracts,   options   on   futures
    contracts,  securities or indices and  forward  commitments,
    entered  into  in  accordance  with  the  Fund's  investment
    policies, shall not constitute borrowing."

    The primary purpose of the proposed change is to permit each
Fund  to borrow to the full extent permitted by applicable  law.
The  1940 Act permits a mutual fund to borrow, provided that the
fund  maintains  at least 300% asset coverage, which  means,  in
effect, that a fund is permitted to borrow up to an amount equal
to  50%  of its total assets.  Under the proposed new investment
restriction,  a  Fund  would  be permitted  to  borrow  for  any
purpose,   which  would  include  borrowing  for  temporary   or
emergency purposes or for portfolio leverage.

    The  proposed  new investment restriction also differs  from
the  current restriction in that it does not limit the authority
of a Fund to pledge its assets.  The 1940 Act does not require a
Fund  to limit the pledging of assets in this manner and such  a
limitation may impair the ability of a Fund to borrow  money  on
favorable  terms  or to engage in certain investment  techniques
that involve pledging assets.

    The  Board believes that the proposed changes to the  Fund's
borrowing  restriction will give the Manager greater flexibility
in  managing the liquidity needs of a Fund by allowing the  Fund
to  use  borrowings to satisfy redemptions or settle  securities
transactions to the maximum extent permitted under the 1940 Act.
The  Board has no current intention of authorizing borrowing for
leverage  purposes and will not change this policy for any  Fund
without first notifying shareholders.


  PROPOSAL 5C:  To Consider Amending the Investment Restriction
              Regarding Investments in Real Estate

     Each   Fund   currently   has  the  following   fundamental
investment restriction regarding investing in real estate:

     "A  Fund  may  not purchase or sell real estate;  provided,
     however, that it may invest in securities secured  by  real
     estate  or  interests therein or issued by companies  which
     invest in real estate or interests therein."

    The  Board proposes that shareholders approve replacing each
Fund's  current  fundamental  investment  restriction  with  the
following:

    "A  Fund  may not purchase or sell real estate, except  that
    the  Fund may (i) acquire or lease office space for its  own
    use,  (ii)  invest in securities of issuers that  invest  in
    real estate or interests therein, (iii) invest in securities
    that  are secured by real estate or interests therein,  (iv)
    purchase  and sell mortgage-related securities and (v)  hold
    and sell real estate acquired by the Fund as a result of the
    ownership of securities."

      The  proposed change clarifies that a Fund may  acquire  a
security  or  other instrument that is secured by a mortgage  or
other  interest in real estate (subject to the Fund's investment
objective  and  policies  and  to  other  limitations  regarding
diversification and concentration) and that the  Fund  may  hold
real  estate  acquired  as a result of  the  ownership  of  such
securities.  Although the proposed change will have  no  current
impact   on  any  Fund,  adoption  of  the  proposed  investment
restriction will advance the goals of standardization.


  PROPOSAL 5D:  To Consider Amending the Investment Restriction
       Regarding Underwriting Securities Issued by Others

     Each   Fund   currently   has  the  following   fundamental
investment restriction regarding underwriting securities  issued
by others:

     "A  Fund  may  not  engage in the business of  underwriting
securities issued by others."

     The Board proposes that shareholders approve replacing each
Fund's  current  fundamental  investment  restriction  with  the
following:

    "A  Fund may not underwrite the securities of other issuers,
    except   to  the  extent  that,  in  connection   with   the
    disposition of portfolio securities, the Fund may be  deemed
    to be an underwriter under the Securities Act of 1933."

      The  primary purpose of the proposed change is to  clarify
that a Fund is not prohibited from selling restricted securities
if,  as  a  result  of  the  sale, the  Fund  is  considered  an
underwriter under federal securities law.  Although the proposed
change will have no current impact on any Fund, adoption of  the
proposed  investment  restriction  will  advance  the  goals  of
standardization.


  PROPOSAL 5E:  To Consider Amending the Investment Restriction
                  Regarding the Making of Loans

     Each   Fund   currently   has  the  following   fundamental
investment restriction regarding the making of loans:

     "A Fund may not make loans to any person or firm; provided,
     however,  that the making of a loan shall not be  construed
     to  include  (i) the acquisition for investment  of  bonds,
     debentures, notes or other evidences of indebtedness of any
     corporation   or  government  entity  which  are   publicly
     distributed   or  of  a  type  customarily   purchased   by
     institutional   investors  (which  are   debt   securities,
     generally  rated  not less than Baa by Moody's  or  BBB  by
     Standard & Poor's, privately issued and purchased  by  such
     entities  as  banks,  insurance  companies  and  investment
     companies), or (ii) the entry into "repurchase agreements."
     It  may lend its portfolio securities to broker-dealers  or
     other institutional investors if, as a result thereof,  the
     aggregate value of all securities loaned does not exceed 33-
     l/3% of its total assets."

     The Board proposes that shareholders approve replacing each
Fund's current fundamental investment restriction regarding  the
making of loans with the following:

    "A  Fund  may  not  make loans, except  that  the  Fund  may
    (i)  lend portfolio securities in accordance with the Fund's
    investment policies up to 33 1/3% of the Fund's total assets
    taken   at   market   value,  (ii)  enter  into   repurchase
    agreements, (iii) purchase all or a portion of an  issue  of
    debt  securities,  bank loan participation  interests,  bank
    certificates of deposit, bankers' acceptances, debentures or
    other  securities, whether or not the purchase is made  upon
    the  original  issuance  of  the securities  and  (iv)  lend
    portfolio securities and participate in an interfund lending
    program with other series of the Trust provided that no such
    loan  may  be  made if, as a result, the aggregate  of  such
    loans  would exceed 33 1/3% of the value of the Fund's total
    assets."

       The   proposed   amendment  to  each  Fund's   investment
restrictions  regarding the making of loans will not  materially
affect  the  operations of any Fund. Adoption  of  the  proposed
change  will  advance the goals of standardization,  and  permit
each  Fund  to  lend  securities and cash  to  the  full  extent
permitted by applicable law.

     The proposed change will also permit each Fund, subject  to
the  receipt  of  any  necessary regulatory approval  and  Board
authorization,  to enter into lending arrangements  under  which
mutual  funds  advised  by  the  Manager  could,  for  temporary
purposes, lend money directly to and borrow money directly  from
each  other through a credit facility.  The flexibility provided
by  this  change could possibly reduce a Fund's borrowing  costs
and  enhance  its ability to earn higher rates  of  interest  on
short-term  loans  in the event that the Board  determines  that
such   arrangements  are  warranted  in  light  of  the   Fund's
particular circumstances.


  PROPOSAL 5F:  To Consider Amending the Investment Restriction
           Regarding the Issuance of Senior Securities

     Each   Fund   currently   has  the  following   fundamental
investment   restriction  regarding  the  issuance   of   senior
securities:

     "A Fund may not issue senior securities."

     The Board proposes that shareholders approve replacing each
Fund's current fundamental investment restriction regarding  the
issuance of senior securities with the following:

    "A  Fund  may not issue senior securities.  For purposes  of
    this   restriction,  borrowing  money,  making  loans,   the
    issuance  of  shares  of  beneficial  interest  in  multiple
    classes  or  series,  the deferral of  Trustees'  fees,  the
    purchase  or  sale  of options, futures  contracts,  forward
    commitments  and  repurchase  agreements  entered  into   in
    accordance  with  the Fund's investment  policies,  are  not
    deemed to be senior securities."

    The   proposed  change  will  standardize  this   investment
restriction  for all Funds and clarify that certain transactions
will  not  constitute  the issuance of a "senior  security"  for
purposes of the restriction.  In general, under the 1940 Act,  a
"senior security" is an obligation of a fund that has a claim to
the  fund's  assets or earnings that takes precedence  over  the
claims  of  the  fund's shareholders.  The  1940  Act  generally
prohibits a mutual fund from issuing any senior security, except
that a mutual fund is permitted to borrow money from a bank.  In
addition,  a  fund  may engage in certain  types  of  investment
transactions  that  might  otherwise  be  considered  a  "senior
security,"  provided  that  certain  conditions  are  met.   For
example, a transaction that obligates a fund to pay money  at  a
future date (e.g., the purchase of securities to be settled on a
date  that  is  beyond  the  normal settlement  period)  may  be
considered  a "senior security."  Under the 1940 Act,  a  mutual
fund  is permitted to enter into this type of transaction if  it
maintains  a segregated account containing liquid securities  in
an amount equal to its obligation to pay cash for the securities
at a future date.

     The  proposed change will permit each Fund to borrow  money
(consistent with its borrowing policies) and to engage in  other
investment  techniques permitted under the 1940 Act  that  might
otherwise  be  deemed to violate the Fund's  current  investment
restriction.   Adoption  of  the proposal  will  facilitate  the
Manager's compliance efforts and will allow a Fund to respond to
developments  in  the  mutual  fund  industry  and  changes  the
regulatory environment without delay and without the expense  of
holding a shareholder meeting.


PROPOSAL 5G:  To Consider Eliminating the Investment Restriction
    Regarding the Participation in Joint Trading Accounts in
                           Securities

     Each   Fund   currently   has  the  following   fundamental
investment restriction regarding participating in joint  trading
accounts in securities:

     "A  Fund  may  not participate on a joint  or  a  joint  and
     several  basis  in any trading account in  securities.   The
     "bunching"  of orders for the sale or purchase of marketable
     portfolio   securities  with  other   accounts   under   the
     management  of  The  Managers Funds  LLC  or  any  portfolio
     manager  in  order  to save brokerage costs  or  to  average
     prices  shall  not be considered a joint securities  trading
     account."

     The  Board  of Trustees proposes that shareholders  approve
eliminating this restriction. The Manager and the Board  do  not
believe  that  a  blanket  prohibition against  these  types  of
transactions  is  in the best interests of  the  Funds.   It  is
contemplated  that  the Trust may seek to  obtain  an  exemptive
order  from  the Securities and Exchange Commission to  purchase
securities  through joint trading accounts.  By eliminating  the
above  restriction,  a  Fund will be  able  to  engage  in  such
transactions  if  it  obtains such an  exemptive  order  without
having to obtain shareholder approval.

     The   proposed  change  will  not  materially  affect   the
operations   of  any  Fund.   Elimination  of  this   investment
restriction  will allow each Fund greater investment flexibility
and  will allow a Fund to respond to changes in the market place
without  delay and without the expense of holding a  shareholder
meeting.

 PROPOSAL 5H: To Consider Eliminating the Investment Restriction
           Regarding Investments in Unseasoned Issuers

     Each   Fund   currently   has  the  following   fundamental
investment  restriction  regarding investing  in  securities  of
issuers  which have been in operation for less than three  years
(the "Unseasoned Issuer Restriction").

     "  A  Fund may not invest in securities of an issuer  which
     together  with  any predecessor, has been in operation  for
     less than three years if, as a result, more than 5% of  its
     total assets would then be invested in such securities."

     The   Board   proposes   that  shareholders   approve   the
elimination   of   the   Unseasoned  Issuer   Restriction.   The
restriction  is not required by the 1940 Act and  is  based,  in
part,  on  requirements formerly imposed  by  state  "blue  sky"
regulators  as  a  condition to registration.  These  state  law
requirements are no longer applicable to mutual funds.

     The   proposed  change  will  not  materially  affect   the
operations  of  any Fund.  Elimination of this restriction  will
allow  a  Fund greater investment flexibility and will  allow  a
Fund to respond to changes in the market place without delay and
without the expense of holding a shareholder meeting.


PROPOSAL 5I:  To Consider Eliminating the Investment Restriction
          Regarding Investments in Illiquid Securities

     Each   Fund   currently   has  the  following   fundamental
investment   restriction   regarding   investing   in   illiquid
securities:

     "A  Fund may not invest more than 15%, of the value  of  its
     net  assets  in  illiquid  instruments  including,  but  not
     limited  to,  securities  for which  there  are  no  readily
     available  market quotations, dealer (OTC)  options,  assets
     used  to  cover  dealer options written  by  it,  repurchase
     agreements  which mature in more than 7 days, variable  rate
     industrial development bonds which are not redeemable  on  7
     days  demand and investments in time deposits which are non-
     negotiable   and/or  which  impose  a  penalty   for   early
     withdrawal."

     The   Board   proposes   that  shareholders   approve   the
elimination  of this fundamental investment restriction.   Under
the  1940  Act,  a  mutual fund is required to maintain  a  high
degree of liquidity in its portfolio to ensure that the fund  is
able  to  meet  shareholder requests for  redemptions.   Current
regulatory  interpretations of the requirement  provide  that  a
mutual  fund may not invest more than 15% of its assets (10%  in
the   case   of  a  money  market  mutual  fund)  in  "illiquid"
securities.   From  time to time, regulatory interpretations  of
the  types  of securities that must be treated as "illiquid"  as
well  as  the specific percentage limitations on investments  in
illiquid securities has changed.

     If the proposed change is approved, each Fund will continue
to  be  subject to the regulatory limitations on investments  in
illiquid  securities described above, as modified from  time  to
time  by  the  SEC.   Accordingly,  eliminating  the  investment
restriction  is not expected to materially affect the  operation
of any Fund.  At the same time, elimination will allow a Fund to
respond to changes in the market place and to regulatory changes
without  delay and without the expense of holding a  shareholder
meeting.


PROPOSAL 5J:  To Consider Eliminating the Restrictions Regarding
    the Purchase of Securities of Other Investment Companies

     Each   Fund   currently   has  the  following   fundamental
investment restrictions regarding the purchase of securities  of
other investment companies:

     "A  Fund  may not purchase the securities of other funds  or
     investment companies except (i) in connection with a merger,
     consolidation, acquisition of assets or other reorganization
     approved  by its shareholders, (ii) for shares in the  Money
     Market  Fund in accordance with an order of exemption issued
     by  the Securities and Exchange Commission (the "SEC"),  and
     (iii)  each  Fund,  may  purchase securities  of  investment
     companies  where  no underwriter or dealer's  commission  or
     profit,   other  than  customary  broker's  commission,   is
     involved  and only if immediately thereafter not  more  than
     (a)  3% of such company's total outstanding voting stock  is
     owned  by the Fund, (b) 5% of the Fund's total assets, taken
     at  market value, would be invested in any one such  company
     or  (c)  10%  of  the Fund's total assets, taken  at  market
     value, would be invested in such securities."

     "A  Fund may not invest [more than] 10% of its total  assets
     in   shares   of   other   investment  companies   investing
     exclusively in securities in which it may otherwise invest."

     The  Board  proposes that shareholders approve  eliminating
these restrictions.  These restrictions are not required by  the
1940  Act  and  were  based, in part, on  requirements  formerly
imposed  by  state  "blue  sky" regulators  as  a  condition  to
registration.   These  state  law  requirements  are  no  longer
applicable to mutual funds.

     If  these restrictions are eliminated, a Fund will continue
to  be  subject  to  the  limitations on  investments  in  other
registered investment companies imposed under the 1940 Act.   In
general, the 1940 Act prohibits a mutual fund from (i) acquiring
more  than  3%  of  the  voting stock of  any  other  investment
company, (ii) investing more than 5% of its total assets in  any
one  investment company or (iii) investing more than 10% of  its
total  assets in any two or more investment companies.  However,
under  the 1940 Act, these limitations do not apply to purchases
of  shares of an investment company by a "low-load" mutual  fund
(such   as   each  of  the  Funds)  provided  that  such   fund,
individually  or in the aggregate with all affiliated  funds  or
persons, does not own more than 3% of such investment company.

     Eliminating  the  investment restrictions will  allow  each
Fund greater investment flexibility and will allow the Funds  to
respond to changes in the market place and to regulatory changes
without  delay or the expense of holding a shareholder  meeting.
Specifically, subject to regulatory and Board approval,  a  Fund
may  wish  to  buy shares of money market funds as  a  means  of
investing excess cash on a short term basis.  The removal of the
restrictions   will   permit  such   investments,   subject   to
appropriate exemptive relief from the SEC.  The proposed  change
will not materially affect the operations of the Funds.


PROPOSAL 5K:  To Consider Eliminating the Investment Restriction
  on Investments in Companies in Which Officers or Directors of
                       the Trust Own Stock

     Each   Fund   currently   has  the  following   fundamental
investment restriction regarding the investing in securities  of
issuers in which officers and directors of the Trust own stock:

     "A  Fund  may  not purchase or retain the securities  of  an
     issuer  if,  to the Trust's knowledge, one or  more  of  the
     directors,  trustees  or  officers  of  the  Trust,  or  the
     portfolio  manager  responsible for the  investment  of  the
     Trust's  assets  or its directors or officers,  individually
     own  beneficially more than l/2 of l% of the  securities  of
     such  issuer and together own beneficially more than  5%  of
     such securities."

     The Board proposes that shareholders approve elimination of
this  restriction.  The restriction is not required by the  1940
Act  and is based, in part, on requirements formerly imposed  by
state  "blue  sky"  regulators as a condition  to  registration.
These  state law requirements are no longer applicable to mutual
funds.

     The   proposed  change  will  not  materially  affect   the
operations  of  any  Fund.  Elimination would  allow  each  Fund
greater  investment flexibility and will allow a Fund to respond
to  changes in the market place without delay and the expense of
holding a shareholder meeting.


PROPOSAL 5L:  To Consider Eliminating the Investment Restriction
    Prohibiting the Purchase of Securities for the Purpose of
                Exercising Control or Management

     Each   Fund   currently   has  the  following   fundamental
investment  restriction regarding the purchase of securities  of
companies for the purpose of exercising control or management:

     "A  Fund  may  not invest in companies for  the  purpose  of
     exercising control or management."

     The Board proposes that shareholders approve elimination of
this  restriction. The restriction is not required by  the  1940
Act  and is based, in part, on requirements formerly imposed  by
state  "blue  sky"  regulators as a condition  to  registration.
These  state law requirements are no longer applicable to mutual
funds.   The  Manager  and  the Board  do  not  believe  that  a
prohibition  against these types of investments is in  the  best
interests of the Funds.

     The   proposed  change  will  not  materially  affect   the
operations  of  any  Fund.  Elimination would  allow  each  Fund
greater  investment  flexibility and would  allow  the  Fund  to
respond  to  changes in the market place without delay  and  the
expense of holding a shareholder meeting.

                     ADDITIONAL INFORMATION

     Solicitation of Proxies

     Representatives  of  the  Manager may  solicit  proxies  by
telephone,  letter or personally and will receive no  additional
compensation for these services.  The Trust may also use one  or
more  proxy  solicitation firms to assist with the  mailing  and
tabulation  effort  and  any special  personal  solicitation  of
proxies.   Banks, brokers, fiduciaries and nominees  will,  upon
request,  be  reimbursed  by  the  Funds  for  their  reasonable
expenses  in  sending  proxy material to  beneficial  owners  of
shares  of  the Funds.  The cost of the solicitation of  proxies
will be borne by the Funds.  The cost of preparing, printing and
mailing  the  enclosed proxy card and Proxy  Statement  and  all
other  costs  incurred in connection with  the  solicitation  of
proxies,  including any additional solicitation made by  letter,
telephone  or  telegraph will be paid  by  the  Funds.   Certain
solicitation  costs  will be directly  attributable  to  a  Fund
soliciting   shareholder  approval,  while  other  expenses   of
solicitation  will not be directly attributable to any  specific
Fund.   Solicitation costs that are directly attributable  to  a
particular  Fund  will  be  borne  by  that  Fund.   All   other
solicitation  expenses will be allocated pro rata based  on  the
number of shareholder accounts of each Fund.

      As  the Meeting date approaches, shareholders who have not
voted  their proxy may receive a telephone call asking  them  to
vote.   In  all  cases  where a telephonic proxy  is  solicited,
shareholders  will  be  asked to give their  full  name,  social
security  number  or  employee identification  number,  address,
title  (if  applicable) and the number of shares owned,  and  to
confirm that they have received the proxy materials in the mail.
[Within 72 hours, the shareholder will be sent a confirmation of
his  or  her vote and asking the shareholder to call immediately
if  his  or her instructions are not reflected correctly in  the
confirmation.]

     If  a shareholder wishes to participate in the meeting, and
does  not  wish  to  authorize  the  execution  of  a  proxy  by
telephone,  mail  or internet, the shareholder  may  submit  the
proxy  form  included with this proxy statement at  the  Special
Meeting in person.

      If  you require additional information regarding the proxy
or  replacement proxy cards, please call The Managers Funds toll
free  at  (800)  835-3879.  Any proxy given  by  a  shareholder,
whether in writing or by telephone, is revocable until voted  at
the Special Meeting.

     Financial Information

      The  Trust's  most  recent annual report  and  semi-annual
report are available upon request, without charge, by writing to
The  Managers  Funds,  40 Richards Avenue, Norwalk,  Connecticut
06854,  or by calling (800) 835-3879, or on our Internet website
at www.managersfunds.com.

     Beneficial Ownership

     Exhibit   D  contains  information  about  the  record   or
beneficial  ownership by shareholders of five  percent  (5%)  or
more of each Fund's outstanding shares, as of the record date.

      As  of  October 3, 2000, the Trustees and officers of  the
Trust owned less than 1% of the outstanding shares of each Fund.
Since  the  beginning  of  fiscal  year  1999,  no  Trustee  has
purchased  or  sold securities of the Manager,  Skyline  or  AMG
exceeding 1% of the outstanding securities of any class  of  the
Manager, Skyline or AMG.

     Shareholder Proposals

     The Trust does not hold regularly scheduled meetings of the
shareholders of the Fund.  Any shareholder desiring to present a
proposal  for  inclusion  at the meeting  of  shareholders  next
following this meeting should submit such proposal to the  Trust
a reasonable time before the solicitation is made.

     Other Matters To Come Before The Special Meeting

      The Board of Trustees knows of no business other than that
specifically mentioned in the Notice of the Special  Meeting  of
Shareholders  that  will  be  presented  or  considered  at  the
Meeting.  If any other matters are properly presented, it is the
intention of the persons named in the enclosed proxy to vote  in
accordance with their best judgement.

THE  TRUSTEES RECOMMEND APPROVAL OF EACH PROPOSAL.  ANY UNMARKED
PROXIES  WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE  VOTED  IN
FAVOR OF APPROVAL OF THE PROPOSALS.

                                   ________________, 2000

                                   By Order of the Trustees,




                                   Donald S. Rumery
                                   Secretary







                            EXHIBIT A

                       [Skyline Agreement]
                            Exhibit B

                  Current Investment Objectives


Fund Name                     Investment Objective

Income Equity Fund            To achieve a high level of
                              current income from a
                              diversified portfolio of
                              income-producing equity
                              securities.
Capital Appreciation Fund     To achieve long-term capital
                              appreciation through a
                              diversified portfolio of
                              equity securities.  Income is
                              the Fund's secondary
                              objective.
Special Equity Fund           To achieve long-term capital
                              appreciation through a
                              diversified portfolio of
                              equity securities of small-
                              and medium-capitalization
                              companies.
International Equity Fund     To achieve long-term capital
                              appreciation through a
                              diversified portfolio of
                              equity securities of non-U.S.
                              companies.  Income is the
                              Fund's secondary objective.
Emerging Markets Equity Fund  To achieve long-term capital
                              appreciation through a
                              diversified portfolio of
                              equity securities of
                              companies located in
                              countries designated by the
                              World Bank or the United
                              Nations to be a developing
                              country or an emerging
                              market.
Short and Intermediate Bond   To achieve high current
Fund                          income through a diversified
                              portfolio of fixed-income
                              securities with an average
                              portfolio maturity between
                              one to five years.
Bond Fund                     To achieve a high level of
                              current income from a
                              diversified portfolio of
                              fixed-income securities.

Global Bond Fund              To achieve income and capital
                              appreciation through a
                              portfolio of high quality
                              foreign and domestic fixed-
                              income securities.

                            Exhibit C

                     Investment Restrictions

      Current Investment            Proposed New Investment
         Restrictions                     Restrictions
(1)A Fund may not invest in        Eliminate restriction.
securities of any one issuer
(other than securities issued
by the U.S. Government, its
agencies and
instrumentalities), if
immediately after and as a
result of such investment the
current market value of the
holdings of its securities of
such issuer exceeds 5% of its
total assets.  The Global Bond
Fund may invest up to 50% of
its assets in bonds issued by
foreign governments which may
include up to 25% of such
assets in any single government
issuer.

(2)A Fund may not invest more than  No change.
25% of the value of its total
assets in the securities of
companies primarily engaged in
any one industry (other than
the United States Government,
its agencies and
instrumentalities).  Such
concentration may occur
incidentally as a result of
changes in the market value of
portfolio securities, but such
concentration may not result
from investment.  Neither
finance companies as a group
nor utility companies as a
group are considered a single
industry for purposes of this
restriction.

(3)A Fund may not acquire more     Eliminate restriction.
than 10% of the outstanding
voting securities of any one
issuer.

(4)A Fund may not borrow money,    A Fund may not borrow money,
except from banks for temporary except (i) in amounts not to
or extraordinary or emergency   exceed 33 1/3% of the value of
purposes and then only in       the Fund's total assets
amounts up to 10% of the value  (including the amount
of the Fund's total assets,     borrowed) taken at market
taken at cost, at the time of   value from banks or through
such borrowing (and provided    reverse repurchase agreements
such borrowings do not exceed   or forward roll transactions,
in the aggregate one-third of   (ii) up to an additional 5% of
the market value of the Fund's  its total assets for temporary
total assets less liabilities   purposes, (iii) in connection
other than the obligations      with short-term credits as may
represented by the bank         be necessary for the clearance
borrowings). It will not        of purchases and sales of
mortgage, pledge or in any      portfolio securities and (iv)
other manner transfer any of    the Fund may purchase
its assets as security for any  securities on margin to the
indebtedness, except in         extent permitted by applicable
connection with any such        law.  For purposes of this
borrowing and in amounts up to  investment restriction,
10% of the value of the Fund's  investments in short sales,
net assets at the time of such  roll transactions, futures
borrowing.                      contracts, options on futures
                                contracts, securities or
                                indices and forward
                                commitments, entered into in
                                accordance with the Fund's
                                investment policies, shall not
                                constitute borrowing.

(5)A Fund may not invest in        Eliminate restriction.
securities of an issuer which
together with any predecessor,
has been in operation for less
than three years if, as a
result, more than 5% of its
total assets would then be
invested in such securities.

(6)A Fund may not invest more than Eliminate restriction.
15%, of the value of its net
assets in illiquid instruments
including, but not limited to,
securities for which there are
no readily available market
quotations, dealer (OTC)
options, assets used to cover
dealer options written by it,
repurchase agreements which
mature in more than 7 days,
variable rate industrial
development bonds which are not
redeemable on 7 days demand and
investments in time deposits
which are non-negotiable and/or
which impose a penalty for
early withdrawal.

(7)A Fund may not invest in        Eliminate restriction.
companies for the purpose of
exercising control or
management.

(8)A Fund may not purchase or sell A Fund may not purchase or
real estate; provided, however, sell real estate, except that
that it may invest in           the Fund may (i) acquire or
securities secured by real      lease office space for its own
estate or interests therein or  use, (ii) invest in securities
issued by companies which       of issuers that invest in real
invest in real estate or        estate or interests therein,
interests therein.              (iii) invest in securities
                                that are secured by real
                                estate or interests therein,
                                (iv) purchase and sell
                                mortgage-related securities
                                and (v) hold and sell real
                                estate acquired by the Fund as
                                a result of the ownership of
                                securities.

(9)A Fund may not purchase or sell No change.
physical commodities, except
that each Fund may purchase or
sell options and futures
contracts thereon.

(10)         A Fund may not engage A Fund may not underwrite the
in the business of underwriting securities of other issuers,
securities issued by others.    except to the extent that, in
                                connection with the
                                disposition of portfolio
                                securities, the Fund may be
                                deemed to be an underwriter
                                under the Securities Act of
                                1933.

(11)         A Fund may not        Eliminate restriction.
participate on a joint or a
joint and several basis in any
trading account in securities.
The "bunching" of orders for
the sale or purchase of
marketable portfolio securities
with other accounts under the
management of The Managers
Funds LLC or any portfolio
manager in order to save
brokerage costs or to average
prices shall not be considered
a joint securities trading
account.

(12)         A Fund may not make   A Fund may not make loans,
loans to any person or firm;    except that the Fund may
provided, however, that the     (i) lend portfolio securities
making of a loan shall not be   in accordance with the Fund's
construed to include (i) the    investment policies up to 33
acquisition for investment of   1/3% of the Fund's total
bonds, debentures, notes or     assets taken at market value,
other evidences of indebtedness (ii) enter into repurchase
of any corporation or           agreements, (iii) purchase all
government entity which are     or a portion of an issue of
publicly distributed or of a    debt securities, bank loan
type customarily purchased by   participation interests, bank
institutional investors (which  certificates of deposit,
are debt securities, generally  bankers' acceptances,
rated not less than Baa by      debentures or other
Moody's or BBB by Standard &    securities, whether or not the
Poor's, privately issued and    purchase is made upon the
purchased by such entities as   original issuance of the
banks, insurance companies and  securities and (iv) lend
investment companies), or (ii)  portfolio securities and
the entry into "repurchase      participate in an interfund
agreements."  It may lend its   lending program with other
portfolio securities to broker- series of the Trust provided
dealers or other institutional  that no such loan may be made
investors if, as a result       if, as a result, the aggregate
thereof, the aggregate value of of such loans would exceed 33
all securities loaned does not  1/3% of the value of the
exceed 33-l/3% of its total     Fund's total assets.
assets.

(13)         A Fund may not        Eliminate restriction.
purchase the securities of
other Funds or investment
companies except (i) in
connection with a merger,
consolidation, acquisition of
assets or other reorganization
approved by its shareholders,
(ii) for shares in the Money
Market Fund in accordance with
an order of exemption issued by
the Securities and Exchange
Commission (the "SEC"), and
(iii) each Fund, may purchase
securities of investment
companies where no underwriter
or dealer's commission or
profit, other than customary
broker's commission, is
involved and only if
immediately thereafter not more
than (a) 3% of such company's
total outstanding voting stock
is owned by the Fund, (b) 5% of
the Fund's total assets, taken
at market value, would be
invested in any one such
company or (c) 10% of the
Fund's total assets, taken at
market value, would be invested
in such securities.

(14)         A Fund may not        Eliminate restriction.
purchase from or sell portfolio
securities to its officers,
trustees or other "interested
persons" (as defined in the
l940 Act) of the Fund,
including its portfolio
managers and their affiliates,
except as permitted by the 1940
Act.

(15)         A Fund may not        Eliminate restriction.
purchase or retain the
securities of an issuer if, to
the Trust's knowledge, one or
more of the directors, trustees
or officers of the Trust, or
the portfolio manager
responsible for the investment
of the Trust's assets or its
directors or officers,
individually own beneficially
more than l/2 of l% of the
securities of such issuer and
together own beneficially more
than 5% of such securities.

(16)         A Fund may not issue  A Fund may not issue senior
senior securities.              securities.  For purposes of
                                this restriction, borrowing
                                money, making loans, the
                                issuance of shares of
                                beneficial interest in
                                multiple classes or series,
                                the deferral of Trustees'
                                fees, the purchase or sale of
                                options, futures contracts,
                                forward commitments and
                                repurchase agreements entered
                                into in accordance with the
                                Fund's investment policies,
                                are not deemed to be senior
                                securities.

(17)         A Fund may not invest Eliminate restriction.
[more than] 10% of its total
assets in shares of other
investment companies investing
exclusively in securities in
which it may otherwise invest.


                            Exhibit D

           Five Percent Record or Beneficial Ownership



<PAGE>


The Board of Trustees recommends a vote FOR Items 1,2,3,4 and 5.  Please mark
your vote as indicated in this example.   /  X  /

ITEM 1-APPROVAL OF SUB-ADVISORY		FOR      AGAINST        ABSTAIN
AGREEMENT FOR MANAGERS AND SKYLINE      /    /     /    /         /     /

ITEM 2-APPROVAL OF CHANGE OF            	FOR      AGAINST        ABSTAIN
INVESTMENT OBJECTIVE FOR               /    /     /    /          /     /
MANAGERS INCOME EQUITY FUND

ITEM 3-APPROVAL OF CHANGE OF         	FOR      AGAINST        ABSTAIN
INVESTMENT OBJECTIVE FOR              /    /     /    /          /     /
MANAGERS SHORT AND INTERMEDIATE
BOND FUND

ITEM 4-APPROVAL OF THE RECLASSIFICATION    FOR      AGAINST        ABSTAIN
OF THE fund'S INVESTMENT OBJECTIVES      /    /     /    /         /     /
FROM FUNDAMENTAL TO NONFUNDAMENTAL

ITEM 5-   APPROVAL OF AMENDMENT OR
ELIMINATION OF CERTAIN NVESTMENT
RESTRICTIONS

5A.      Issuer Diversification
                FOR      AGAINST        ABSTAIN
                /    /     /    /         /     /
5B.      Borrowing
                FOR      AGAINST        ABSTAIN
               /    /     /    /         /     /
5C.      Investments in Real Estate
                FOR      AGAINST        ABSTAIN
               /    /     /    /         /     /
5D.      Underwriting Securities Issued by Others
                FOR      AGAINST        ABSTAIN
              /    /     /    /         /     /
5E.      Making of Loans
                FOR      AGAINST        ABSTAIN
              /    /     /    /         /     /
5F.      Senior Securities
                FOR      AGAINST        ABSTAIN
               /    /     /    /         /     /
5G.      Participation in Joint trading accounts
                FOR      AGAINST        ABSTAIN
               /    /     /    /         /     /
5H.	   Investments in Securities of Unseasoned Issuers
               FOR      AGAINST        ABSTAIN
             /    /     /    /         /     /
5I.      Investment in Illiquid Securities
              FOR      AGAINST        ABSTAIN
            /    /     /    /         /     /
5J.      Investments in Other Investment Companies
             FOR      AGAINST        ABSTAIN
           /    /     /    /         /     /
5K.	   Investments in Companies in which Officers or Directors of the Trust Own
       Stock
            FOR      AGAINST        ABSTAIN
           /    /     /    /         /     /
5L.      Purchase of Securities for Control or Management Purposes
            FOR      AGAINST        ABSTAIN
          /    /     /    /         /     /

<PAGE>
[THE MANAGERS FUNDS LOGO]
40 Richards Avenue
Norwalk, CT 06854

[INSERT FUND'S NAME]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

     The  undersigned  hereby  appoints Donald S. Rumery, Secretary, and  Laura
A. Pentimone, Assistant Secretary, as proxies, with power to act without the
other
and with power of substitution, and hereby  authorizes  them to represent and
vote,
as designated on the other side, all the shares of The Managers Funds standing
in
the name of the undersigned with all powers which the  undersigned would possess
if
present at the Joint  Special  Meeting  of  Shareholders to be held November 30,
2000
at 10:30 a.m. or any adjournment thereof.

          THIS  PROXY,  WHEN  PROPERLY  EXECUTED,  WILL BE VOTED  IN THE  MANNER
          DIRECTED  HEREBY BY THE  UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS
          MADE,  THE PROXIES WILL VOTE SHARES REPRESENTED BY THIS PROXY FOR
          PROPOSALS  LISTED ON THE REVERSE SIDE AND WILL
          VOTE IN THEIR  DISCRETION ON SUCH OTHER MATTERS THAT MAY PROPERLY COME
          BEFORE THIS MEETING.



You can also vote your proxy by faxing it to us at (203) 857-5316, by calling
(800) 690-6903 and recording your vote by telephone, or on the internet at
www.proxyvote.com.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

                                                         FOLD AND DETACH HERE






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