ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
January 30, 2014 | Renee E. Laws 617-235-4975 617-235-9905 fax Renee.Laws@ropesgray.com |
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re: | Managers AMG Funds (the “Registrant”) — Pre Effective Amendment No. 1 to Registration Statement on Form N-14 (File No. 333-193055) |
Ladies and Gentlemen:
Enclosed for filing on behalf of the Registrant is a Pre-Effective Amendment No. 1 (the “Amendment”) to the registration statement on Form N-14 (the “Registration Statement”). The Registration Statement relates to the proposed acquisition of each of the acquired funds set forth below by each of the corresponding series of the Registrant set forth below:
Acquiring Fund (Registrant) | Corresponding Acquired Fund (Northern Lights Fund Trust) | |||||
SouthernSun Small Cap Fund | SouthernSun Small Cap Fund | |||||
SouthernSun U.S. Equity Fund | SouthernSun U.S. Equity Fund |
The Prospectus/Proxy Statement contained in the Registration Statement will be furnished in connection with a special meeting of shareholders of the Acquired Funds, each a series of Northern Lights Fund Trust, at which time the shareholders of the Acquired Funds will be asked to vote on the proposed acquisition of each Acquired Fund by the corresponding Acquiring Fund, each a newly created series of the Registrant. Included in the Registration Statement is the form of proxy for the shareholder meeting.
The Registration Statement relates solely to SouthernSun Small Cap Fund and SouthernSun U.S. Equity Fund, each a series of the Registrant. The Registration Statement does not supersede or amend any disclosure relating to any other series of the Registrant.
January 30, 2014 |
No registration fee is being paid at the time of filing because the Registrant has previously filed an election, under Rule 24f-2 under the Investment Company Act of 1940, as amended, to register an indefinite number of shares.
The Registrant expects to file by letter a request for acceleration of effectiveness.
Please direct any questions you may have with respect to this filing to me at (617) 235-4975.
Very truly yours, |
/s/ Renee E. Laws |
Renee E. Laws |
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