SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
[ X ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
_____________The Managers Funds______________
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii),
or 14c-5(g).
[ ] Fee computed on table below per Exchange Act
Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which
transaction applies:
_________________________________________________
2) Aggregate number of securities to which transaction
applies:
__________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated
and state how it was determined):
__________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________
5) Total fee paid:
______________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
______________________________________________________
2) Form, Schedule or Registration Statement No.:
______________________________________________________
3) Filing Party:
_______________________________________________________
4) Date Filed:
_______________________________________________________
[ X ] Filing fee no longer applicable.
<PAGE>
[THE MANAGERS FUNDS LOGO]
40 RICHARDS AVENUE
NORWALK, CONNECTICUT 06854
800-835-3879
WWW.MANAGERSFUNDS.COM
MANAGERS BOND FUND
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Dear Fellow Shareholder:
The enclosed information statement details a recent
acquisition involving Nvest Companies, L.P. ("Nvest"), the owner
of Loomis, Sayles & Company, L.P. ("Loomis, Sayles"). Loomis,
Sayles is the current sub-adviser of Managers Bond Fund. On June
16, 2000, Nvest and Nvest L.P. entered into an Agreement and Plan
of Merger (the "Merger Agreement") with CDC Asset Management
("CDC AM") and certain of its subsidiaries (together with CDC AM,
the "CDC Group"). Pursuant to the terms of the Merger Agreement,
on October 30, 2000, the CDC Group acquired all outstanding
partnership interests of both Nvest and Nvest, L.P. Under
federal securities laws, this acquisition represents a "change in
control" of Loomis, Sayles, which automatically caused the then-
existing sub-advisory agreement with Loomis, Sayles to terminate.
In anticipation of this transaction, on September 8, 2000 the
Board of Trustees of The Managers Funds approved a new sub-
advisory agreement with Loomis, Sayles, which became effective on
October 30, 2000.
The change in ownership of Loomis, Sayles is not expected to
impact either the investment process or the day-to-day operations
of Loomis, Sayles. Furthermore, there have been no changes in
the senior investment personnel of Loomis, Sayles who are
responsible for managing Managers Bond Fund. Apart from the
effective date of the agreement and the renewal period, there are
no differences between the new sub-advisory agreement and the
prior sub-advisory agreement. A copy of the new sub-advisory
agreement is attached to the information statement as Exhibit A.
As a matter of regulatory compliance, we are sending you
this information statement, which describes the management
structure of the Fund and the details of the new ownership
structure of Loomis, Sayles, as well as the terms of the sub-
advisory agreement which your Trustees have approved.
Please feel free to call us at (800) 835-3879 should you
have any questions on the enclosed information statement. We
thank you for your continued interest in The Managers Funds.
December __, 2000
Sincerely,
/s/Peter M. Lebovitz
Peter M. Lebovitz
President
<PAGE>
[THE MANAGERS FUNDS LOGO]
40 RICHARDS AVENUE
NORWALK, CONNECTICUT 06854
800-835-3879
WWW.MANAGERSFUNDS.COM
MANAGERS BOND FUND
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____________________________
INFORMATION STATEMENT
____________________________
This information statement is being provided to the
shareholders of Managers Bond Fund in lieu of a proxy statement,
pursuant to the terms of an exemptive order which The Managers
Funds, a Massachusetts business trust (the "Trust"), has received
from the Securities and Exchange Commission. This exemptive
order permits the Trust's investment manager to hire new sub-
advisers and to make changes to existing sub-advisory contracts
with the approval of the Trustees, but without obtaining
shareholder approval. WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
Loomis, Sayles & Company, L.P. ("Loomis, Sayles"), the sub-
adviser of Managers Bond Fund, has agreed to bear the costs
associated with preparing and distributing this information
statement, which is being mailed on or about January 4, 2000.
THE TRUST AND ITS FUND MANAGEMENT AGREEMENT
Managers Bond Fund (the "Fund") is an investment portfolio
of the Trust. The Trust has entered into a fund management
agreement with respect to each investment portfolio of the Trust
with The Managers Funds LLC (the "Manager") dated April 1, 1999
(the "Fund Management Agreement"). Under the terms of the Fund
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 management fee from the Fund, and the Manager is
responsible for payment of all fees payable to the Sub-Advisers
<PAGE>
of the Fund. The Fund, therefore, pays no fees directly 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 Investment Company Act of 1940, as amended (the "1940
Act") and the rules thereunder.
CHANGE OF CONTROL OF LOOMIS, SAYLES AND THE NEW SUB-ADVISORY
AGREEMENT
Currently, Loomis, Sayles serves as the Sub-Adviser of the
Fund. Loomis, Sayles is a limited partnership that has one
general partner, Loomis, Sayles & Company, Inc. (the "General
Partner"). Loomis, Sayles' limited partnership interests are
owned by Nvest Companies, L.P. ("Nvest"). The General Partner
is a direct wholly-owned subsidiary of Nvest Holdings, Inc.
("Nvest Holdings") and Nvest Holdings is a direct wholly-owned
subsidiary of Nvest. Prior to October 30, 2000 (the "Closing
Date"), Nvest's managing general partner was Nvest Corporation, a
direct wholly-owned subsidiary of MetLife New England Holdings,
Inc., which in turn is a direct wholly-owned subsidiary of
Metropolitan Life Insurance Company ("MetLife"). MetLife is a
wholly-owned subsidiary of MetLife, Inc., a publicly traded
company listed on the New York Stock Exchange. Nvest Corporation
was also the sole general partner of Nvest, L.P., Nvest's
advising general partner. Prior to the Closing Date, Nvest's
limited partnership interests were in part owned by Nvest L.P.
and in part publicly owned, and Nvest, L.P. was a publicly traded
company listed on the New York Stock Exchange. In addition to
owning Nvest Corporation, MetLife owned, directly or indirectly,
approximately a 47% limited partnership interest in Nvest.
The address of Nvest, Nvest Holdings and Nvest L.P. is 39
Boylston Street, Boston, Massachusetts 02116. The address of
MetLife New England Holdings, Inc., MetLife, MetLife Inc. and
Nvest Corporation is One Madison Avenue, New York, New York
10010.
On the Closing Date, Nvest, Nvest Corporation, Nvest, L.P.
and CDC Asset Management ("CDC AM") and certain of CDC AM's
subsidiaries consummated the transactions (the "Transactions")
contemplated by the Agreement and Plan of Merger (the "Merger
Agreement") dated June 16, 2000 by and among Nvest, Nvest
Corporation, Nvest, L.P., CDC AM and certain of its affiliates
and subsidiaries. Pursuant to the Merger Agreement, Nvest and
Nvest, L.P. became wholly-owned, indirect subsidiaries of CDC AM.
CDC AM acquired all of the outstanding units of general and
limited partnership interests in both Nvest and Nvest, L.P.
<PAGE>
CDC AM is 60% owned by CDC Finance, a wholly-owned subsidiary
of Caisse des Depots et Consignations ("CDC"). Founded in 1816,
CDC is a major diversified financial institution with a strong
global presence in the banking, insurance, investment banking,
asset management and global custody industries. In addition to
its 60% direct ownership of CDC AM through CDC Finance, CDC owns
40% of CNP Assurances, a leading French insurance company, which
itself owns 20% of CDC AM. CDC also owns 35% of Caisse Nationale
des Caisses d'Epargne, which is an organization representing an
affiliation of CDC and the French Government-owned savings bank
network, the largest banking organization in France. Caisse
Nationale des Caisses d'Epargne also owns 20% of CDC AM. CDC is
100% owned by the French state.
The main place of business of CDC AM is 7, Place des Cinq
Martyrs du Lycee Buffon, 75015 Paris, France. The registered
address of CDC Finance is 56, Rue de Lille, 75007 Paris, France.
The registered address of CDC is 56, Rue de Lille, 75007 Paris,
France. The registered address of CNP Assurances is 4, Place
Raoul Dautry, 75015 Paris, France. The registered address of
Caisse National des Caisses d'Epargne is 5, Rue Masseran, 75007
Paris, France.
Various personnel of Nvest and of its affiliates, including
the Sub-Adviser, were previously granted options to purchase
limited partnership units of Nvest, L.P. These options vested
and became fully exercisable immediately before CDC AM's
acquisition of Nvest and Nvest, L.P. Each option was converted
into the right to receive cash from Nvest in an amount equal to
the difference between the options' exercise price and the
transaction price of $40 per unit.
Although the ownership of Nvest and its affiliates have
changed, the direct ownership of Loomis, Sayles was unaffected by
the Transactions. Also, the Transactions did not result in any
change in either Loomis, Sayles's investment process or the
investment professionals responsible for managing the assets of
the Fund. CDC AM has assured Loomis, Sayles that Loomis, Sayles
will continue to operate with substantially the same level of
autonomy it enjoyed under Nvest's ownership. Nevertheless,
consummation of the Transactions resulted in an "assignment," as
that term is defined in the 1940 Act, of the Sub-Advisory
Agreement between the Manager and Loomis, Sayles with respect to
the Fund, dated April 1, 1999 (the "Prior Sub-Advisory
Agreement"). As required by the 1940 Act, upon completion of the
Transactions the Prior Sub-Advisory Agreement terminated
automatically. In anticipation of this event, and to permit the
Manager to continue to retain the services of Loomis, Sayles, the
Manager requested that the Trustees approve a new sub-advisory
agreement (the "New Sub-Advisory Agreement") with Loomis, Sayles
which is identical in all material respects with the Prior Sub-
Advisory Agreement. The Board of Trustees, including a majority
of the Trustees that are not "interested persons" of the Trust,
approved the New Sub-Advisory Agreement on September 8, 2000,
which agreement became effective upon the completion of the
Transactions on October 30, 2000.
Under the Fund Management Agreement, the Fund pays the
Manager a fee equal to 0.625% of the Fund's average daily net
assets. Under the Prior Sub-Advisory Agreement, the Manager paid
Loomis, Sayles from this fee a fee of 0.25% of the average daily
net assets under Loomis, Sayles' management. Under the New Sub-
Advisory Agreement, the Manager will continue to pay Loomis,
<PAGE>
Sayles the same fee. For the fiscal year ended December 31,
1999, the Fund paid the Manager $208,465, and the Manager paid
$83,386 to Loomis, Sayles.
Apart from the effective date of the agreement and the
renewal period, there are no differences between the New Sub-
Advisory Agreement and the Prior Sub-Advisory Agreement. A copy
of the New Sub-Advisory Agreement is attached as Exhibit A.
INFORMATION ABOUT LOOMIS, SAYLES
The following is a description of Loomis, Sayles, which is
based on information provided by Loomis, Sayles. Loomis, Sayles
is not affiliated with the Manager.
Loomis, Sayles was founded in 1926. It is located at One
Financial Center, Boston, MA 02110.
The principal officer of Loomis Sayles is Robert J.
Blanding. Mr. Blanding is the Chief
Executive Officer of Loomis Sayles, and his principal occupation
is his position with Loomis, Sayles. His Address is 555
California Street, San Francisco, CA 94104. The general partner
of Loomis, Sayles is Loomis, Sayles & Company, Inc., and its
location is 39 Boylston Street, Boston, Massachusetts 02116.
Loomis, Sayles acts as an investment adviser to the
following investment companies having a similar objective to the
Fund as follows:
<TABLE>
<CAPTION>
NAME OF FUND NET ASSETS AS OF FISCAL YEAR-END FEE PAID
------------ --------------------------------- ----------
<S> <C> <C>
Loomis Sayles Funds -Loomis $1,719,168,650 .60% on
Sayles Bond Fund1 all assets
Loomis Sayles Funds Managed $25,983,013 .60% on
Bond Fund1 all assets
Loomis Sayles Investment $387,709,745 .50% on
Trust - Loomis Sayles Fixed all assets
Income Fund1
Maxim Series Fund, Inc. $194,104,320 .25% on
-Maxim Loomis Sayles all assets
Corporate Bond Fund2
<FN>
1Loomis, Sayles acts as adviser for this fund.
2Loomis, Sayles acts as sub-adviser for this fund.
</FN>
</TABLE>
BOARD OF TRUSTEES' RECOMMENDATION
Based upon information provided by Loomis, Sayles and the
recommendation of the Manager, on September 8, 2000 the Board of
Trustees approved the New Sub-Advisory Agreement. In approving
the New Sub-Advisory Agreement, the Trustees noted that upon
completion of the Transactions, Loomis, Sayles will continue to
operate with substantially the same senior investment personnel,
and that the same persons who had historically been responsible
for the investment policies of Loomis, Sayles will continue to
direct the investment policies of Loomis, Sayles with respect to
<PAGE>
the Fund. The Trustees also noted that the fees payable by the
Fund will not change under the New Sub-Advisory Agreement and
that Loomis, Sayles will pay or reimburse the Fund for the
expenses incurred in connection with the preparation and
distribution of this information statement. Accordingly, the
Trustees determined that it would be in the best interest of the
Fund to continue to retain Loomis, Sayles as the Sub-Adviser for
the Fund, notwithstanding the Transactions.
ADDITIONAL INFORMATION
The Manager, located at 40 Richards Avenue, Norwalk,
Connecticut 06854, serves as investment manager, principal
underwriter and administrator of the Trust.
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 WEBSITE AT
WWW.MANAGERSFUNDS.COM.
RECORD OR BENEFICIAL OWNERSHIP
Exhibit B contains information about the record or
beneficial ownership by shareholders of five percent (5%) or more
of the Fund's outstanding shares, as of the record date.
As of December 14, 2000, the Trustees and officers of the
Trust owned less than 1% of the outstanding shares of the Fund.
Since the beginning of fiscal year 1999, no Trustee has purchased
or sold securities of the Manager, Loomis, Sayles, Nvest, Nvest,
L.P., or CDC AM or any of its parents or subdiaries exceeding 1%
of the outstanding securities of any class of the Manager,
Loomis, Sayles, Nvest, Nvest, L.P. or CDC AM or any of its
parents or subdiaries.
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
at a reasonable time before the solicitation is made.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Trustees knows of no business other than that
specifically mentioned in the Notice of 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.
December __, 2000
By Order of the Trustees,
/s/Donald S. Rumery
DONALD S. RUMERY
Secretary
<PAGE>
EXHIBIT A
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SUB-ADVISORY AGREEMENT
----------------------
ATTENTION: LOOMIS, SAYLES & CO., L.P.
RE: SUB-ADVISORY AGREEMENT
The MANAGERS BOND FUND (the "Fund") is a series of a
Massachusetts business trust (the "Trust") that is registered as
an investment company under the Investment Company Act of 1940,
as amended, (the "Act"), and subject to the rules and regulations
promulgated thereunder.
The Managers Funds LLC (the "Manager") acts as the manager
and administrator of the Trust pursuant to the terms of a
Management Agreement with the Trust. The Manager is responsible
for the day-to-day management and administration of the Fund and
the coordination of investment of the Fund's assets. However,
pursuant to the terms of the Management Agreement, specific
portfolio purchases and sales for the Fund's investment
portfolios or a portion thereof, are to be made by advisory
organizations recommended by the Manager and approved by the
Trustees of the Trust.
1. APPOINTMENT AS A SUB-ADVISER. The Manager, being duly
authorized, hereby appoints and employs LOOMIS, SAYLES & CO.,
L.P. ("Sub-Adviser") as a discretionary asset manager, on the
terms and conditions set forth herein, of those assets of the
Fund which the Manager determines to allocate to the Sub-Adviser
(those assets being referred to as the "Fund Account"). The
Manager may, from time to time, with the consent of the Sub-
Adviser, make additions to the Fund Account and may, from time to
time, make withdrawals of any or all of the assets in the Fund
Account.
2. PORTFOLIO MANAGEMENT DUTIES.
(a) Subject to the supervision of the Manager and of
the Trustees of the Trust, the Sub-Adviser shall manage
the composition of the Fund Account, including the
purchase, retention and disposition thereof, in
accordance with the Fund's investment objectives,
policies and restrictions as stated in the Fund's
Prospectus and Statement of Additional Information
(such Prospectus and Statement of Additional
Information for the Fund as currently in effect and as
amended or supplemented in writing from time to time,
being herein called the "Prospectus").
(b) The Sub-Adviser shall maintain such books and
records pursuant to Rule 31a-1 under the Act and Rule
204-2 under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), with respect to the Fund
Account as shall be specified by the Manager from time
to time, and shall maintain such books and records for
the periods specified in the rules under the Act or the
Advisers Act. In accordance with Rule 31a-3 under the
<PAGE>
Act, the Sub-Adviser agrees that all records under the
Act shall be the property of the Trust.
(c) The Sub-Adviser shall provide the Trust's
Custodian, and the Manager on each business day with
information relating to all transactions concerning the
Fund Account. In addition, the Sub-Adviser shall be
responsive to requests from the Manager or the Trust's
Custodian for assistance in obtaining price sources for
securities held in the Fund Account, as well as for
periodically reviewing the prices of the securities
assigned by the Manager or the Trust's Custodian for
reasonableness and advising the Manager should any such
prices appear to be incorrect.
(d) The Sub-Adviser agrees to maintain adequate
compliance procedures to ensure its compliance with the
1940 Act, the Advisers Act and other applicable federal
and state regulations, and review information provided
by the Manager to assist the Manager in its compliance
review program.
(e) The Sub-Adviser agrees to maintain an appropriate
level of errors and omissions or professional liability
insurance coverage.
3. ALLOCATION OF BROKERAGE. The Sub-Adviser shall have
authority and discretion to select brokers, dealers and futures
commission merchants to execute portfolio transactions initiated
by the Sub-Adviser, and for the selection of the markets on or in
which the transactions will be executed.
(a) In doing so, the Sub-Adviser's primary
responsibility shall be to obtain the best net price
and execution for the Fund. However, this
responsibility shall not be deemed to obligate the Sub-
Adviser to solicit competitive bids for each
transaction, and the Sub-Adviser shall have no
obligation to seek the lowest available commission cost
to the Fund, so long as the Sub-Adviser determines that
the broker, dealer or futures commission merchant is
able to obtain the best net price and execution for the
particular transaction taking into account all factors
the Sub-Adviser deems relevant, including, but not
limited to, the breadth of the market in the security
or commodity, the price, the financial condition and
execution capability of the broker, dealer or futures
commission merchant and the reasonableness of any
commission for the specific transaction and on a
continuing basis. The Sub-Adviser may consider the
brokerage and research services (as defined in Section
28(e) of the Securities Exchange Act of 1934, as
amended) made available by the broker to the Sub-
Adviser viewed in terms of either that particular
transaction or of the Sub-Adviser's overall
responsibilities with respect to its clients, including
the Fund, as to which the Sub-Adviser exercises
investment discretion, notwithstanding that the Fund
may not be the direct or exclusive beneficiary of any
such services or that another broker may be willing to
charge the Fund a lower commission on the particular
transaction.
<PAGE>
(b) The Manager shall have the right to request that
specified transactions giving rise to brokerage
commissions, in an amount to be agreed upon by the
Manager and the Sub-Adviser, shall be executed by
brokers and dealers that provide brokerage or research
services to the Fund or the Manager, or as to which an
on-going relationship will be of value to the Fund in
the management of its assets, which services and
relationship may, but need not, be of direct benefit to
the Fund Account, so long as (i) the Manager determines
that the broker or dealer is able to obtain the best
net price and execution on a particular transaction and
(ii) the Manager determines that the commission cost is
reasonable in relation to the total quality and
reliability of the brokerage and research services made
available to the Fund or to the Manager for the benefit
of its clients for which it exercises investment
discretion, notwithstanding that the Fund Account may
not be the direct or exclusive beneficiary of any such
service or that another broker may be willing to charge
the Fund a lower commission on the particular
transaction.
(c) The Sub-Adviser agrees that it will not execute
any portfolio transactions with a broker, dealer or
futures commission merchant which is an "affiliated
person" (as defined in the Act) of the Trust or of the
Manager or of any Sub-Adviser for the Trust except in
accordance with procedures adopted by the Trustees.
The Manager agrees that it will provide the Sub-Adviser
with a list of brokers and dealers which are
"affiliated persons" of the Trust, the Manager or the
Trust's Sub-Advisers.
4. INFORMATION PROVIDED TO THE MANAGER AND THE TRUST AND TO THE
SUB-ADVISER
(a) The Sub-Adviser agrees that it will make available
to the Manager and the Trust promptly upon their
request copies of all of its investment records and
ledgers with respect to the Fund Account to assist the
Manager and the Trust in monitoring compliance with the
Act, the Advisers Act, and other applicable laws. The
Sub-Adviser will furnish the Trust's Board of Trustees
with such periodic and special reports with respect to
the Fund Account as the Manager or the Board of
Trustees may reasonably request.
(b) The Sub-Adviser agrees that it will notify the
Manager and the Trust in the event that the Sub-Adviser
or any of its affiliates: (i) becomes subject to a
statutory disqualification that prevents the Sub-
Adviser from serving as investment adviser pursuant to
this Agreement; or (ii) is or expects to become the
subject of an administrative proceeding or enforcement
action by the Securities and Exchange Commission or
other regulatory authority. Notification of an event
within (i) shall be given immediately; notification of
an event within (ii) shall be given promptly. The Sub-
Adviser has provided the information about itself set
forth in the Registration Statement and has reviewed
the description of its operations, duties and
responsibilities as stated therein and acknowledges
that they are true and correct in all material respects
and contain no material misstatement or omission, and
it further agrees to notify the Manager immediately of
<PAGE>
any fact known to the Sub-Adviser respecting or
relating to the Sub-Adviser that causes any statement
in the Prospectus to become untrue or misleading in any
material respect or that causes the Prospectus to omit
to state a material fact.
(c) The Sub-Adviser represents that it is an
investment adviser registered under the Advisers Act
and other applicable laws and that the statements
contained in the Sub-Adviser's registration under the
Advisers Act on Form ADV as of the date hereof, are
true and correct and do not omit to state any material
fact required to be stated therein or necessary in
order to make the statements therein not misleading.
The Sub-Adviser agrees to maintain the completeness and
accuracy in all material respects of its registration
on Form ADV in accordance with all legal requirements
relating to that Form. The Sub-Adviser acknowledges
that it is an "investment adviser" to the Fund within
the meaning of the Act and the Advisers Act.
5. COMPENSATION. The compensation of the Sub-Adviser for its
services under this Agreement shall be calculated and paid by the
Manager in accordance with the attached Schedule A. Pursuant to
the provisions of the Management Agreement between the Trust and
the Manager, the Manager is solely responsible for the payment of
fees to the Sub-Adviser, and the Sub-Adviser agrees to seek
payment of its fees solely from the Manager and not from the
Trust or the Fund.
6. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Manager
acknowledges that the Sub-Adviser or one or more of its
affiliates may have investment responsibilities or render
investment advice to or perform other investment advisory
services for other individuals or entities ("Affiliated
Accounts"). The Manager agrees that the Sub-Adviser or its
affiliates may give advice or exercise investment responsibility
and take such other action with respect to other Affiliated
Accounts which may differ from the advice given or the timing or
nature of action taken with respect to the Fund Account, provided
that the Sub-Adviser acts in good faith and provided further,
that it is the Sub-Adviser's policy to allocate, within its
reasonable discretion, investment opportunities to the Fund
Account over a period of time on a fair and equitable basis
relative to the Affiliated Accounts, taking into account the
investment objectives and policies of the Fund and any specific
investment restrictions applicable thereto. The Manager
acknowledges that one or more of the Affiliated Accounts may at
any time hold, acquire, increase, decrease, dispose or otherwise
deal with positions in investments in which the Fund Account may
have an interest from time to time, whether in transactions which
involve the Fund Account or otherwise. The Sub-Adviser shall
have no obligation to acquire for the Fund Account a position in
any investment which any Affiliated Account may acquire, and the
Fund shall have no first refusal, co-investment or other rights
in respect of any such investment, either for the Fund Account or
otherwise.
7. STANDARD OF CARE. The Sub-Adviser shall exercise its best
judgment in rendering the services provided by it under this
Agreement. The Sub-Adviser shall not be liable for any act or
omission, error of judgment or mistake of law or for any loss
suffered by the Manager or the Trust in connection with the
matters to which this Agreement relates, provided that nothing in
<PAGE>
this Agreement shall be deemed to protect or purport to protect
the Sub-Adviser against any liability to the Manager or the Trust
or to holders of the Trust's shares representing interests in the
Fund to which the Sub-Adviser would otherwise be subject by
reason of willful malfeasance, bad faith or gross negligence on
its part in the performance of its duties or by reason of the Sub-
Adviser's reckless disregard of its obligations and duties under
this Agreement.
8. ASSIGNMENT. This Agreement shall terminate automatically in
the event of its assignment (as defined in the Act and in the
rules adopted under the Act). The Sub-Adviser shall notify the
Trust in writing sufficiently in advance of any proposed change
of control, as defined in Section 2(a)(9) of the Act, as will
enable the Trust to consider whether an assignment under the Act
will occur, and to take the steps necessary to enter into a new
contract with the Sub-Adviser or such other steps as the Board of
Trustees may deem appropriate.
9. AMENDMENT. This Agreement may be amended at any time, but
only by written agreement between the Sub-Adviser and the
Manager, which amendment is subject to the approval of the
Trustees and the shareholders of the Trust in the manner required
by the Act.
10. EFFECTIVE DATE; TERM. This Agreement shall become effective
on October 30, 2000 and shall continue in effect until April 1,
2001. Thereafter, the Agreement shall continue in effect only so
long as its continuance has been specifically approved at least
annually by the Trustees, or the shareholders of the Fund in the
manner required by the Act. The aforesaid requirement shall be
construed in a manner consistent with the Act and the rules and
regulations thereunder.
11. TERMINATION. This Agreement may be terminated by (i) the
Manager at anytime without penalty, upon notice to the Sub-
Adviser and the Trust, (ii) at any time without penalty by the
Trust or by vote of a majority of the outstanding voting
securities of the Fund (as defined in the Act) on notice to the
Sub-Adviser or (iii) by the Sub-Adviser at any time without
penalty, upon thirty (30) days' written notice to the Manager and
the Trust.
12. SEVERABILITY. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule, or
otherwise, the remainder of this Agreement shall not be affected
thereby but shall continue in full force and effect.
13. APPLICABLE LAW. The provisions of this Agreement shall be
construed in a manner consistent with the requirements of the Act
and the rules and regulations thereunder. To the extent that
state law is not preempted by the provisions of any law of the
United States heretofore or hereafter enacted, as the same may be
amended from time to time, this Agreement shall be administered,
construed, and enforced according to the laws of the State of
Connecticut.
THE MANAGERS FUNDS LLC
BY:_______________________
Its:______________________
DATE:_____________________
ACCEPTED:
BY:_____________________
Its:____________________
DATE:___________________
Acknowledged:
THE MANAGERS FUNDS
BY:__________________________
Its:_________________________
DATE:________________________
SCHEDULES: A. FEE SCHEDULE.
<PAGE>
SCHEDULE A
SUB-ADVISER FEE
----------------
For services provided to the Fund Account, The Managers
Funds LLC will pay a base quarterly fee for each calendar quarter
at an annual rate of 0.25% of average net assets in the Fund
account during the quarter. Average assets shall be determined
using the average daily net assets in the Fund account during the
quarter. The fee shall be pro-rated for any calendar quarter
during which the contract is in effect for only a portion of the
quarter.
<PAGE>
EXHIBIT B
-------------
FIVE PERCENT RECORD OR BENEFICIAL OWNERSHIP
(AS OF DECEMBER 14, 2000)
-------------------------------------------
National Financial Services Corp. 14%
Charles Schwab & Co., Inc. 23%
PFPC Brokerage Services 23%
National Financial Services Corp., Charles Schwab & Co., Inc. and
PFPC Brokerage Services own shares listed above of record. The
Trust is not aware of any person owning beneficially five percent
or more of the Fund's shares.
<PAGE>
