Amg Funds Iii N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-03752

The Managers Funds

(Exact name of registrant as specified in charter)

800 Connecticut Avenue, Norwalk, Connecticut 06854

(Address of principal executive offices) (Zip code)

Managers Investment Group LLC

800 Connecticut Avenue, Norwalk, Connecticut 06854

(Name and address of agent for service)

Registrant’s telephone number, including area code: (203) 299-3500

Date of fiscal year end:	May 31
Date of reporting period:	June 1, 2011 – November 30, 2011 (Semi-Annual Shareholder Report)

Item 1. Reports to Shareholders

SEMI-ANNUAL REPORT

Managers Funds

November 30, 2011

Managers Cadence Capital Appreciation Fund

(formerly Allianz CCM Capital Appreciation Fund)

Managers Cadence Focused Growth Fund

(formerly Allianz CCM Focused Growth Fund)

Managers Cadence Mid-Cap Fund

(formerly Allianz CCM Mid-Cap Fund)

Managers Cadence Emerging Companies Fund

(formerly Allianz CCM Emerging Companies Fund)

SAR065-1111

The Managers Cadence Funds

Semi-Annual Report — November 30, 2011 (unaudited)

TABLE OF CONTENTS	Page
ABOUT YOUR FUND’S EXPENSES		1
FUND PERFORMANCE		3
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
Managers Cadence Capital Appreciation Fund		5
Managers Cadence Focused Growth Fund		8
Managers Cadence Mid-Cap Fund		10
Managers Cadence Emerging Companies Fund		13
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		16
FINANCIAL STATEMENTS:
Statements of Assets and Liabilities		17
Funds’ balance sheet, net asset value (NAV) per share computations and cumulative undistributed amounts
Statements of Operations		19
Detail of sources of income, Fund expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		21
Detail of changes in Fund assets for the past two fiscal periods
FINANCIAL HIGHLIGHTS		23
Historical net asset values per share, distributions, total returns, expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL HIGHLIGHTS		31
NOTES TO FINANCIAL STATEMENTS		32
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT ADVISORY AGREEMENTS		41
Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the Managers Family of Funds. Such offering is made only by Prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended November 30, 2011	Expense Ratio for the Period			Beginning Account Value 06/01/2011		Ending Account Value 11/30/2011		Expenses Paid During the Period*
Managers Cadence Capital Appreciation Fund
Class A
Based on Actual Fund Return		1.12	%	$	1,000	$	936	$	5.42
Based on Hypothetical 5% Annual Return		1.12	%	$	1,000	$	1,019	$	5.65
Class B
Based on Actual Fund Return		1.87	%	$	1,000	$	933	$	9.03
Based on Hypothetical 5% Annual Return		1.87	%	$	1,000	$	1,016	$	9.42
Class C
Based on Actual Fund Return		1.86	%	$	1,000	$	933	$	8.99
Based on Hypothetical 5% Annual Return		1.86	%	$	1,000	$	1,016	$	9.37
Class D
Based on Actual Fund Return		1.12	%	$	1,000	$	937	$	5.42
Based on Hypothetical 5% Annual Return		1.12	%	$	1,000	$	1,019	$	5.65
Institutional Class
Based on Actual Fund Return		0.72	%	$	1,000	$	938	$	3.49
Based on Hypothetical 5% Annual Return		0.72	%	$	1,000	$	1,021	$	3.64
Administrative Class
Based on Actual Fund Return		0.97	%	$	1,000	$	937	$	4.70
Based on Hypothetical 5% Annual Return		0.97	%	$	1,000	$	1,020	$	4.90
Class P
Based on Actual Fund Return		0.76	%	$	1,000	$	938	$	3.66
Based on Hypothetical 5% Annual Return		0.76	%	$	1,000	$	1,021	$	3.82
Class R
Based on Actual Fund Return		1.37	%	$	1,000	$	935	$	6.63
Based on Hypothetical 5% Annual Return		1.37	%	$	1,000	$	1,018	$	6.91
Managers Cadence Focused Growth Fund
Class A
Based on Actual Fund Return		1.07	%	$	1,000	$	930	$	5.15
Based on Hypothetical 5% Annual Return		1.07	%	$	1,000	$	1,020	$	5.39
Class C
Based on Actual Fund Return		1.79	%	$	1,000	$	927	$	8.62
Based on Hypothetical 5% Annual Return		1.79	%	$	1,000	$	1,016	$	9.02
Class D
Based on Actual Fund Return		1.11	%	$	1,000	$	931	$	3.67
Based on Hypothetical 5% Annual Return		1.11	%	$	1,000	$	1,019	$	3.84
Institutional Class
Based on Actual Fund Return		0.76	%	$	1,000	$	932	$	3.67
Based on Hypothetical 5% Annual Return		0.76	%	$	1,000	$	1,021	$	3.84
Administrative Class
Based on Actual Fund Return		0.76	%	$	1,000	$	932	$	3.68
Based on Hypothetical 5% Annual Return		0.76	%	$	1,000	$	1,021	$	3.85
Class P
Based on Actual Fund Return		0.82	%	$	1,000	$	932	$	3.65
Based on Hypothetical 5% Annual Return		0.82	%	$	1,000	$	1,021	$	3.82

1

About Your Fund’s Expenses (continued)

Six Months Ended November 30, 2011	Expense Ratio for the Period			Beginning Account Value 06/01/2011		Ending Account Value 11/30/2011		Expenses Paid During the Period*
Managers Cadence Mid-Cap Fund
Class A
Based on Actual Fund Return		1.12	%	$	1,000	$	909	$	5.33
Based on Hypothetical 5% Annual Return		1.12	%	$	1,000	$	1,019	$	5.64
Class B
Based on Actual Fund Return		1.87	%	$	1,000	$	906	$	8.88
Based on Hypothetical 5% Annual Return		1.87	%	$	1,000	$	1,016	$	9.40
Class C
Based on Actual Fund Return		1.86	%	$	1,000	$	906	$	8.88
Based on Hypothetical 5% Annual Return		1.86	%	$	1,000	$	1,016	$	9.39
Class D
Based on Actual Fund Return		1.12	%	$	1,000	$	909	$	5.34
Based on Hypothetical 5% Annual Return		1.12	%	$	1,000	$	1,019	$	5.64
Institutional Class
Based on Actual Fund Return		0.72	%	$	1,000	$	911	$	3.44
Based on Hypothetical 5% Annual Return		0.72	%	$	1,000	$	1,021	$	3.64
Administrative Class
Based on Actual Fund Return		0.97	%	$	1,000	$	910	$	4.63
Based on Hypothetical 5% Annual Return		0.97	%	$	1,000	$	1,020	$	4.90
Class P
Based on Actual Fund Return		0.74	%	$	1,000	$	910	$	3.53
Based on Hypothetical 5% Annual Return		0.74	%	$	1,000	$	1,021	$	3.74
Class R
Based on Actual Fund Return		1.37	%	$	1,000	$	908	$	5.09
Based on Hypothetical 5% Annual Return		1.37	%	$	1,000	$	1,018	$	6.91
Managers Cadence Emerging Companies Fund
Insitutional Class
Based on Actual Fund Return		1.42	%	$	1,000	$	899	$	6.74
Based on Hypothetical 5% Annual Return		1.42	%	$	1,000	$	1,018	$	7.16
Administrative Class
Based on Actual Fund Return		1.64	%	$	1,000	$	897	$	7.78
Based on Hypothetical 5% Annual Return		1.64	%	$	1,000	$	1,017	$	8.27
*    Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), then divided by 366.

2

Fund Performance

All periods ended November 30, 2011 (unaudited)

The tables below show the Funds’ average annual total returns since inception through November 30, 2011 and each Fund’s relative index for the same time periods.

	0000000000		0000000000		0000000000		0000000000		0000000000		0000000000		0000000000
		Average Annual Total Returns1
		Six		One		Five		Ten		Since		Inception
		Months		Year		Years		Years		Inception		Date
Managers Cadence Capital Appreciation Fund2,3,4,5,6
Class A	No Load		(6.37)%		4.99%		(1.19)%		1.91%		4.71%		01/20/1997
Class A	With Load		(11.75)%		(1.05)%		(2.35)%		1.30%		4.30%
Class B	No Load		(6.75)%		4.20%		(1.93)%		1.14%		3.93%		01/20/1997
Class B	With Load		(11.41)%		(0.80)%		(2.27)%		1.14%		3.93%
Class C	No Load		(6.73)%		4.18%		(1.91)%		1.15%		3.94%		01/20/1997
Class C	With Load		(7.66)%		3.18%		(1.91)%		1.15%		3.94%
Class D			(6.35)%		5.02%		(1.18)%		1.91%		2.50%		04/08/1998
Institutional Class			(6.20)%		5.39%		(0.79)%		2.31%		8.77%		03/08/1991
Administrative Class			(6.34)%		5.10%		(1.04)%		2.08%		6.30%		07/31/1996
Class P			(6.22)%		5.32%		—		—		(1.45)%		07/07/2008
Class R			(6.48)%		4.71%		(1.43)%		—		4.80%		12/31/2002
Russell 1000® Growth Index9			(5.00)%		8.65%		2.64%		2.61%
Managers Cadence Focused Growth Fund2,3,4,5,6
Class A	No Load		(7.02)%		4.47%		(1.45)%		—		(0.74)%		7/5/2006
Class A	With Load		(12.38)%		(1.59)%		(2.62)%		—		(1.83)%
Class C	No Load		(7.27)%		3.72%		(2.20)%		—		(1.48)%		7/5/2006
Class C	With Load		(8.20)%		2.72%		(2.20)%		—		(1.48)%
Class D			(6.92)%		4.56%		(1.48)%		—		(0.39)%		7/5/2006
Institutional Class			(6.83)%		4.91%		(1.10)%		2.71%		0.27%		8/31/1999
Administrative Class			(6.84)%		4.71%		(1.23)%		—		(0.19)%		9/15/2006
Class P			(6.79)%		4.79%		—		—		(1.65)%		7/7/2008
Russell 1000® Growth Index9			(5.00)%		8.65%		2.64%		2.61%
Managers Cadence Mid-Cap Fund2,7
Class A	No Load		(9.13)%		7.54%		1.27%		4.76%		6.41%		01/13/1997
Class A	With Load		(14.34)%		1.34%		0.08%		4.14%		5.98%
Class B	No Load		(9.45)%		6.77%		0.52%		3.98%		5.61%		01/13/1997
Class B	With Load		(13.98)%		1.77%		0.20%		3.98%		5.61%
Class C	No Load		(9.45)%		6.77%		0.52%		3.98%		5.61%		01/13/1997
Class C	With Load		(10.35)%		5.77%		0.52%		3.98%		5.61%
Class D			(9.06)%		7.59%		1.28%		4.77%		4.43%		04/08/1998
Institutional Class			(8.93)%		7.96%		1.68%		5.17%		9.62%		08/26/1991
Administrative Class			(9.04)%		7.73%		1.43%		4.90%		9.29%		11/30/1994
Class P			(8.96)%		7.91%		—		—		(0.15)%		07/07/2008
Class R			(9.22)%		7.29%		1.03%		—		7.42%		12/31/2002
Russell Midcap® Growth Index10			(10.35)%		6.07%		2.56%		5.84%
Managers Cadence Emerging Companies Fund2,4,6,8
Institutional Class			(10.15)%		11.54%		1.73%		6.96%		10.71%		06/25/1993
Administrative Class			(10.28)%		11.22%		1.46%		6.69%		8.65%		04/01/1996
Russell Microcap® Growth Index11			(16.91)%		(0.24)%		(2.26)%		3.45%
Russell 2000® Growth Index12			(12.31)%		4.70%		2.08%		5.14%

3

Fund Performance

All periods ended November 30, 2011 (continued)

The performance data shown represents past performance, which is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and the principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call (800) 835-3879 or visit our Web site at www.managersinvest.com.

Performance differences among the share classes are due to differences in sales charge structures and class expenses. Returns shown reflect a maximum sales charge of 5.75% on Class A, as well as the applicable contingent deferred sales charge (CDSC) on Class B and C shares. The Class B shares’ CDSC declines annually between years 1 through 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge is assessed after year six. Class C shares held for less than one year are subject to a 1% CDSC.

In choosing a Fund, investors should carefully consider the amount they plan to invest, their investment objectives, the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit www.managersinvest.com for a free prospectus. Read it carefully before investing or sending money. Distributed by Managers Distributors, Inc., member FINRA.

¹ Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of November 30, 2011. All returns are in U.S. dollars($).

²  From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

³  A greater percentage of the Fund’s holdings may be focused in a smaller number of securities which may place the Fund at greater risk than a more diversified fund.

⁴  The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

⁵  The Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small- and medium-capitalization companies) when stocks of large-capitalization companies are out of favor.

⁶  The Fund is subject to special risk considerations similar to those associated with the direct ownership of real estate. Real estate valuations may be subject to factors such as changing general and local economic, financial, competitive, and environmental conditions.

⁷  The Fund is subject to risks associated with investments in mid-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

⁸  The Fund is subject to risks associated with investments in small capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

⁹  The Russell 1000^® Growth Index is a market capitalization weighted index that measures the performance of those Russell 1000^® companies with higher price-to-book ratio and higher forecasted growth values. Unlike the Fund, the Russell 1000^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁰  The Russell Midcap^® Growth Index measures the performance of those Russell Midcap^® companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000^® Growth Index. Unlike the Fund, the Russell Midcap^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

¹¹  The Russell Microcap^® Growth Index measures the performance of the microcap growth segment of the U.S. equity market. It includes those Russell Microcap^® Growth Index companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell Microcap^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

¹²  The Russell 2000^® Growth Index measures the performance of the Russell 2000^® companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 2000^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

The Russell 1000^® Growth Index, Russell Midcap^® Growth Index, Russell Microcap^® Growth Index, and the Russell 2000^® Index are registered trademarks of Russell Investments. Russell^® is a trademark of Russell Investments. An investment cannot be made directly into an index.

Not FDIC insured, nor bank guaranteed. May lose value.

4

Managers Cadence Capital Appreciation Fund

Fund Snapshots

November 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers Cadence Capital Appreciation Fund**	Russell 1000® Growth Index
Information Technology	32.2%	28.1%
Consumer Discretionary	17.0%	14.2%
Consumer Staples	12.7%	12.5%
Health Care	11.7%	10.5%
Industrials	9.1%	12.8%
Energy	8.9%	11.3%
Financials	3.6%	3.8%
Materials	2.7%	5.5%
Telecommunication Services	1.3%	1.2%
Utilities	0.0%	0.1%
Other Assets and Liabilities	0.8%	0.0%

** As a percentage of net assets

Top Ten Holdings

Security Name	% of Net Assets
Apple, Inc.*		5.7	%
Google, Inc.*		3.6
Oracle Corp.*		2.8
Phillip Morris International, Inc.*		2.7
Coco-Cola Co., The*		2.6
QUALCOMM, Inc.*		2.4
Johnson & Johnson		1.8
Wal-Mart Stores, Inc.		1.7
Halliburton Co.		1.7
Amazon.com, Inc.		1.7
Top Ten as a Group		26.7	%

*Top Ten Holding at May 31, 2011

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

5

Managers Cadence Capital Appreciation Fund

Schedule of Portfolio Investments

November 30, 2011 (unaudited)

	Shares		Value
Common Stocks - 99.2%
Consumer Discretionary - 17.0%
Amazon.com, Inc.*		58,270		$11,204,738
Bed Bath & Beyond, Inc.*		133,260		8,063,563
CBS Corp., Class B		311,290		8,105,992
Coach, Inc.		129,800		8,124,182
Limited Brands, Inc.		190,320		8,056,246
McDonald's Corp.		74,080		7,076,122
Nordstrom, Inc.		173,370		7,850,194
priceline.com, Inc.*		17,990		8,741,161
Sherwin-Williams Co., The		97,470		8,463,320
Starbucks Corp.		190,470		8,281,636
Tempur-Pedic International, Inc.*		144,020		7,864,932
Tiffany & Co.		119,030		7,979,771
TJX Cos., Inc., The		135,670		8,370,839
Wynn Resorts, Ltd.		65,110		7,849,662
Total Consumer Discretionary				116,032,358
Consumer Staples - 12.7%
Church & Dwight Co., Inc.		159,470		7,056,548
Coca-Cola Co., The		257,520		17,313,070
Costco Wholesale Corp.		106,350		9,071,655
Estee Lauder Co., Class A		60,910		7,186,162
Hershey Foods Corp.		122,940		7,091,179
Philip Morris International, Inc.		244,170		18,615,520
Wal-Mart Stores, Inc.		200,410		11,804,149
Whole Foods Market, Inc.		119,810		8,159,061
Total Consumer Staples				86,297,344
Energy - 8.9%
Anadarko Petroleum Corp.		102,730		8,348,867
Baker Hughes, Inc.		139,700		7,629,017
Chevron Corp.		78,490		8,070,342
Halliburton Co.		312,770		11,509,936
Marathon Oil Corp.		295,900		8,273,364
National Oilwell Varco, Inc.		123,660		8,866,422
Occidental Petroleum Corp.		82,040		8,113,756
Total Energy				60,811,704
Financials - 3.6%
American Express Co.		168,290		8,084,652
Discover Financial Services		329,490		7,848,452
T Rowe Price Group, Inc.		147,020		8,344,855
Total Financials				24,277,959	��

	Shares		Value
Health Care - 11.7%
Alexion Pharmaceuticals, Inc.*		124,990		$8,581,814
Allergan, Inc.		93,880		7,859,634
Baxter International, Inc.		189,530		9,791,120
Biogen Idec, Inc.*		74,520		8,566,074
Cardinal Health, Inc.		189,820		8,059,757
Covidien PLC		170,660		7,773,563
Dentsply International, Inc.		231,120		8,345,743
Johnson & Johnson		189,170		12,243,082
Stryker Corp.		177,930		8,688,322
Total Health Care				79,909,109
Industrials - 9.1%
Ametek, Inc.		192,420		8,243,273
Chicago Bridge & Iron Co., N.V.		214,600		8,873,710
Expeditors International of Washington, Inc.		189,340		8,238,183
Joy Global, Inc.		96,762		8,832,435
Norfolk Southern Corp.		131,160		9,907,826
Precision Castparts Corp.		61,200		10,082,700
Stericycle, Inc.*		97,070		7,864,611
Total Industrials				62,042,738
Information Technology - 32.2%
Accenture PLC, Class A		165,630		9,594,946
Apple, Inc.*		101,680		38,862,095
Avago Technologies, Ltd.		260,120		7,782,790
BMC Software, Inc.*		247,610		8,829,773
Broadcom Corp., Class A*		226,490		6,872,839
Citrix Systems, Inc.*		108,930		7,776,513
Cognizant Technology Solutions Corp.*		111,100		7,482,585
eBay, Inc.*		271,540		8,034,869
EMC Corp.*		371,170		8,540,622
F5 Networks, Inc.*		74,530		8,424,126
Google, Inc.*		40,880		24,503,062
Nvidia Corp.*		273,760		4,278,869
Oracle Corp.		613,000		19,217,550
QUALCOMM, Inc.		301,400		16,516,720
Red Hat, Inc.*		179,270		8,977,842
Skyworks Solutions, Inc.*		523,120		8,532,087
Teradata Corp.*		148,840		8,071,593
Visa, Inc., Class A		81,180		7,872,025
VMware, Inc. Class A*		91,950		8,889,726
Total Information Technology				219,060,632

The accompanying notes are an integral part of these financial statements.

6

Managers Cadence Capital Appreciation Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Materials - 2.7%
Freeport McMoRan Copper & Gold, Inc., Class B		242,562		$9,605,455
Mosaic Co., The		162,240		8,559,782
Total Materials				18,165,237
Telecommunication Services - 1.3%
American Tower Corp., Class A		155,630		9,182,170
Total Common Stocks
(cost $600,725,586)				675,779,251

	Shares		Value
Other Investment Companies - 0.7%1
Dreyfus Cash Management Fund, Institutional Class Shares, 0.05% (cost $4,705,576)		4,705,576		$4,705,576
Total Investments - 99.9% (cost $605,431,162)				680,484,827
Other Assets, less Liabilities - 0.1%				483,450
Net Assets - 100.0%				$680,968,277

The accompanying notes are an integral part of these Financial statements.

7

Managers Cadence Focused Growth Fund

Fund Snapshots

November 30, 2011 (unaudited)

  Portfolio Breakdown

Industry	Managers Cadence Focused Growth Fund**	Russell 1000® Growth Index
Information Technology	29.7%	28.1%
Consumer Discretionary	18.9%	14.2%
Consumer Staples	12.5%	12.5%
Industrials	9.8%	12.8%
Energy	9.6%	11.3%
Health Care	9.1%	10.5%
Telecommunication Services	2.6%	1.2%
Financials	2.5%	3.8%
Materials	2.3%	5.5%
Utilities	0.0%	0.1%
Other Assets and Liabilities	3.0%	0.0%

** As a percentage of net assets

  Top Ten Holdings

Security Name	% of Net Assets
Apple, Inc.*	6.0%
Google, Inc.	4.3
Oracle Corp.	3.3
QUALCOMM, Inc.*	3.1
Phillip Morris International, Inc.*	3.1
Coca-Cola Co., The	2.7
Marathon Oil Corp.*	2.7
Coach, Inc.	2.6
American Tower Corp., Class A	2.6
Johnson & Johnson	2.6
Top Ten as a Group	33.0%

* Top Ten Holding at May 31, 2011

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

8

Managers Cadence Focused Growth Fund

Schedule of Portfolio Investments

November 30, 2011 (unaudited)

		$00,000,000		$00,000,000
	Shares		Value
Common Stocks - 97.0%
Consumer Discretionary - 18.9%
Amazon.com, Inc.*		1,740		$334,585
Coach, Inc.		5,720		358,015
McDonald's Corp.		3,440		328,589
Nordstrom, Inc.		5,640		255,379
Sherwin-Williams Co., The		3,970		344,715
Starbucks Corp.		7,530		327,404
TJX Cos., Inc., The		5,660		349,222
Wynn Resorts, Ltd.		2,170		261,615
Total Consumer Discretionary				2,559,524
Consumer Staples - 12.5%
Coca-Cola Co., The		5,380		361,697
Estee Lauder Co., Class A		2,610		307,928
Hershey Foods Corp.		5,470		315,510
Philip Morris International, Inc.		5,440		414,746
Whole Foods Market, Inc.		4,260		290,106
Total Consumer Staples				1,689,987
Energy - 9.6%
Baker Hughes, Inc.		4,730		258,305
Halliburton Co.		9,420		346,656
Marathon Oil Corp.		12,860		359,566
St. Mary Land & Exploration Co.		4,230		336,243
Total Energy				1,300,770
Financials - 2.5%
Discover Financial Services		14,040		334,433
Health Care - 9.1%
Allergan, Inc.		3,120		261,206
Cardinal Health, Inc.		7,790		330,763
Johnson & Johnson		5,410		350,135
Stryker Corp.		5,830		284,679
Total Health Care				1,226,783

		$00,000,000		$00,000,000
	Shares		Value
Industrials - 9.8%
Expeditors International of Washington, Inc.		7,180		$312,402
Joy Global, Inc.		3,750		342,300
Precision Castparts Corp.		2,000		329,500
Transdigm Group, Inc.*		3,530		340,363
Total Industrials				1,324,565
Information Technology - 29.7%
Accenture PLC, Class A		4,710		272,850
Alliance Data Systems Corp.*		2,930		300,061
Apple, Inc.*		2,110		806,443
Citrix Systems, Inc.*		3,910		279,135
eBay, Inc.*		10,380		307,144
Google, Inc.*		960		575,414
Oracle Corp.		14,890		466,802
QUALCOMM, Inc.		7,630		418,124
Teradata Corp.*		5,180		280,911
VMware, Inc. Class A*		3,290		318,077
Total Information Technology				4,024,961
Materials - 2.3%
Mosaic Co., The		5,920		312,339
Telecommunication Services - 2.6%
American Tower Corp., Class A		6,010		354,590
Total Common Stocks (cost $11,606,195)				13,127,952
Other Investment Companies - 2.7%1
Dreyfus Cash Management Fund, Institutional Class Shares, 0.05% (cost $365,901)		365,901		365,901
Total Investments - 99.7% (cost $11,972,096)				13,493,853
Other Assets, less Liabilities - 0.3%				37,663
Net Assets - 100.0%				$13,531,516

The accompanying notes are an integral part of these financial statements.

9

Managers Cadence Mid-Cap Fund

Fund Snapshots

November 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers Cadence Mid-Cap Fund**	Russell Midcap® Growth Index
Consumer Discretionary	23.7%	19.9%
Information Technology	23.3%	18.5%
Industrials	13.9%	14.9%
Energy	9.7%	10.4%
Health Care	9.3%	13.2%
Consumer Staples	6.1%	5.9%
Materials	5.7%	8.7%
Financials	4.9%	6.7%
Telecommunication Services	1.1%	1.5%
Utilities	1.1%	0.3%
Other Assets and Liabilities	1.2%	0.0%

** As a percentage of net assets

Top Ten Holdings

Security Name	% of Net Assets
T. Rowe Price Group, Inc.	1.7%
Red Hat, Inc.	1.5
Endo Pharmaceuticals Holdings, Inc.	1.5
PetSmart, Inc.	1.4
Roper Industries, Inc.	1.4
Wynn Resorts, Ltd.	1.4
Oil States International, Inc.	1.4
Ralph Lauren Corp.	1.4
Whole Foods Market, Inc.	1.4
Fortinet, Inc.	1.3
Top Ten as a Group	14.4%

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

10

Managers Cadence Mid-Cap Fund

Schedule of Portfolio Investments

November 30, 2011 (unaudited)

	Shares		Value
Common Stocks - 98.8%
Consumer Discretionary - 23.7%
Bed Bath & Beyond, Inc.*		116,480		$7,048,205
Chipotle Mexican Grill, Inc.*		22,510		7,238,316
Deckers Outdoor Corp.*		55,450		6,041,000
Dillard’s, Inc., Class A		119,180		5,601,460
DSW, Inc.		128,750		5,793,750
Gentex Corp.		232,660		6,858,817
Lear Corp.		126,000		5,283,180
Limited Brands, Inc.		177,410		7,509,765
Panera Bread Co., Class A*		54,590		7,827,114
PetSmart, Inc.		174,340		8,411,905
Polaris Industries, Inc.		102,650		6,169,265
Ralph Lauren Corp.		56,380		7,998,067
Ross Stores, Inc.		85,090		7,580,668
Sherwin-Williams Co., The		83,460		7,246,832
Tempur-Pedic International, Inc.*		121,630		6,642,214
Tractor Supply Co.		98,270		7,098,042
Ulta Salon, Cosmetics & Fragrance, Inc.*		102,190		7,115,490
Weight Watchers International, Inc.		98,150		5,768,276
Williams-Sonoma, Inc.		171,250		6,468,112
Wynn Resorts, Ltd.		67,360		8,120,922
Total Consumer Discretionary				137,821,400
Consumer Staples - 6.1%
Hansen Natural Corp.*		77,030		7,102,166
Herbalife, Ltd.		123,480		6,828,444
McCormick & Co., Inc.		147,830		7,199,321
Mead Johnson Nutrition Co., Class A		80,730		6,083,813
Whole Foods Market, Inc.		116,510		7,934,331
Total Consumer Staples				35,148,075
Energy - 9.7%
Cimarex Energy Co.		108,630		7,286,900
Core Laboratories, N.V.		66,920		7,766,066
FMC Technologies, Inc.*		135,400		7,089,544
Oceaneering International, Inc.		130,250		6,194,690
Oil States International, Inc.*		107,150		8,063,038
Patterson-UTI Energy, Inc.		284,400		5,978,088
St. Mary Land & Exploration Co.		89,660		7,127,073
Whiting Petroleum Corp.*		147,840		6,876,038
Total Energy				56,381,437

	Shares		Value
Financials - 4.9%
CBRE Group, Inc.*		305,860		$5,141,507
Marsh & McLennan Co., Inc.		248,570		7,504,328
NASDAQ OMX Group, Inc., The*		225,390		5,916,488
T. Rowe Price Group, Inc.		170,220		9,661,687
Total Financials				28,224,010
Health Care - 9.3%
Alexion Pharmaceuticals, Inc.*		106,960		7,343,874
CareFusion Corp.*		243,590		6,036,160
Dentsply International, Inc.		193,200		6,976,452
Endo Pharmaceuticals Holdings, Inc.*		253,810		8,687,916
Intuitive Surgical, Inc.*		17,070		7,411,965
United Therapeutics Corp.*		162,520		6,648,693
Varian Medical Systems, Inc.*		83,280		5,182,514
Watson Pharmaceuticals, Inc.*		93,600		6,048,432
Total Health Care				54,336,006
Industrials - 13.9%
Expeditors International of Washington, Inc.		158,270		6,886,328
Gardner Denver, Inc.		89,310		7,655,653
IHS, Inc., Class A*		86,910		7,681,106
KBR, Inc.		236,850		6,844,965
Kirby Corp.*		105,340		6,771,255
Pall Corp.		64,670		3,523,868
Roper Industries, Inc.		96,930		8,257,467
Thomas & Betts Corp.*		64,060		3,331,761
Transdigm Group, Inc.*		72,820		7,021,304
United Continental Holdings, Inc.*		140,680		2,528,020
Valmont Industries, Inc.		64,830		5,522,219
Wabtec Corp.		112,940		7,708,155
Waste Connections, Inc.		210,870		6,910,210
Total Industrials				80,642,311
Information Technology - 23.3%
Alliance Data Systems Corp.*		74,320		7,611,111
Altera Corp.		154,480		5,819,262
Ariba, Inc.*		145,470		4,415,014
Atmel Corp.*		565,020		5,011,727
Avago Technologies, Ltd.		189,800		5,678,816
Cypress Semiconductor Corp.*		307,930		5,872,225
F5 Networks, Inc.*		68,730		7,768,552
Fortinet, Inc.*		326,570		7,834,414
Gartner, Inc.*		174,690		6,608,523

The accompanying notes are an integral part of these financial statements.

11

Managers Cadence Mid-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 23.3% (continued)
Informatica Corp.*		132,760		$5,968,226
MICROS Systems, Inc.*		160,890		7,589,181
NCR Corp.*		323,520		5,658,365
ON Semiconductor Corp.*		821,750		6,187,778
Red Hat, Inc.*		175,880		8,808,071
Skyworks Solutions, Inc.*		313,710		5,116,610
Solera Holdings, Inc.		63,164		2,988,920
Synopsys, Inc.*		257,400		7,199,478
Teradata Corp.*		123,050		6,673,002
TIBCO Software, Inc.*		273,260		7,487,324
Trimble Navigation, Ltd.*		175,900		7,577,772
VeriFone Holdings, Inc.*		170,210		7,463,708
Total Information Technology				135,338,079
Materials - 5.7%
Allegheny Technologies, Inc.		143,680		7,215,610
CF Industries Holdings, Inc.		49,300		6,892,140

	Shares		Value
Crown Holdings, Inc.*		190,620		$6,158,932
Rockwood Holdings, Inc.*		144,120		6,421,987
Titanium Metals Corp.		420,740		6,555,129
Total Materials				33,243,798
Telecommunication Services - 1.1%
Crown Castle International Corp.*		150,100		6,352,232
Utilities - 1.1%
ITC Holdings Corp.		87,200		6,445,824
Total Common Stocks     (cost $521,503,609)				573,933,172
Other Investment Companies - 1.0%1
Dreyfus Cash Management Fund, Institutional Class Shares, 0.05% (cost $5,827,351)		5,827,351		5,827,351
Total Investments - 99.8%     (cost $527,330,960)				579,760,523
Other Assets, less Liabilities - 0.2%				1,088,538
Net Assets - 100.0%				$580,849,061

The accompanying notes are an integral part of these Financial statements.

12

Managers Cadence Emerging Companies Fund

Fund Snapshots

November 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers Cadence Emerging Companies Fund**	Russell  2000® Growth Index	Russell Microcap® Growth Index
Health Care	22.5%	19.7%	13.2%
Information Technology	21.1%	23.3%	18.5%
Consumer Discretionary	18.3%	14.4%	19.9%
Industrials	12.5%	16.4%	14.9%
Financials	8.2%	7.6%	6.7%
Energy	6.2%	9.0%	10.4%
Materials	4.5%	4.2%	8.7%
Consumer Staples	4.1%	4.2%	5.9%
Telecommunication Services	0.0%	1.1%	1.5%
Utilities	0.0%	0.1%	0.3%
Other Assets and Liabilities	2.6%	0.0%	0.0%

** As a percentage of net assets

Top Ten Holdings

Security Name	% of Net Assets
SonoSite, Inc.	1.5%
Abraxas Petroleum Corp.	1.5
Astronics Corp.*	1.4
Amerigon, Inc.*	1.4
Haynes International, Inc.	1.4
HealthStream, Inc.	1.3
Computer Task Group, Inc.	1.3
B&G Foods, Inc.	1.3
Marlin Business Services Corp.	1.3
Furmanite Corp.	1.3
Top Ten as a Group	13.7%

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

* Top Ten Holding at May 31, 2011

13

Managers Cadence Emerging Companies Fund

Schedule of Portfolio Investments

November 30, 2011 (unaudited)

	Shares		Value
Common Stocks - 97.4%
Consumer Discretionary - 18.3%
Amerigon, Inc.*		55,870		$876,043
Body Central Corp.*		30,090		643,325
Caribou Coffee Co., Inc.*		46,350		626,188
Carrols Restaurant Group, Inc.*		69,880		733,041
Conn’s, Inc.*		54,280		612,278
Cost Plus, Inc.*		66,480		537,823
Dorman Products, Inc.*		16,010		619,267
Full House Resorts, Inc.*		166,300		437,369
Kona Grill, Inc.*		108,670		567,257
Krispy Kreme Doughnuts, Inc.*		70,610		530,987
Lin TV Corp.*		229,734		783,393
Nexstar Broadcasting Group, Inc., Class A*		36,430		289,618
Oxford Industries, Inc.		14,230		539,744
Peet’s Coffee & Tea, Inc.*		10,000		581,200
Perry Ellis International, Inc.*		25,600		366,080
Red Robin Gourmet Burgers, Inc.*		25,280		671,942
Rick’s Cabaret International, Inc.*		78,070		606,604
Town Sports International Holdings, Inc.*		78,710		572,222
Wet Seal, Inc., The, Class A*		143,640		495,558
Zumiez, Inc.*		20,710		487,306
Total Consumer Discretionary				11,577,245
Consumer Staples - 4.1%
B&G Foods, Inc.		37,280		827,243
Inter Parfums, Inc.		37,100		635,894
National Beverage Corp.		34,780		581,522
Prestige Brands Holdings, Inc.*		58,340		576,399
Total Consumer Staples				2,621,058
Energy - 6.2%
Abraxas Petroleum Corp.*		255,420		922,066
Double Eagle Petroleum Co.*		75,330		539,363
Gulf Island Fabrication, Inc.		23,890		679,193
Mitcham Industries, Inc.*		33,330		487,951
OYO Geospace Corp.*		7,350		668,703
VAALCO Energy, Inc.*		101,660		640,458
Total Energy				3,937,734
Financials - 8.2%
Associated Estates Realty Corp.		42,230		681,592
Calamos Asset Management, Inc., Class A		48,970		579,315
Crawford & Co., Class B		91,460		577,113

	Shares		Value
Evercore Partners, Inc., Class A		19,600		$542,724
FBL Financial Group, Inc., Class A		22,990		781,200
HFF, Inc., Class A*		40,620		455,756
Internet Capital Group, Inc.*		82,720		712,219
Marlin Business Services Corp.		63,558		826,254
Total Financials				5,156,173
Health Care - 22.5%
Ariad Pharmaceuticals, Inc.*		63,990		773,639
Auxilium Pharmaceuticals, Inc.*		39,220		683,605
Derma Sciences, Inc.*		78,020		613,237
Dusa Pharmaceuticals, Inc.*		172,140		635,197
HealthStream, Inc.*		50,690		855,140
icad, Inc.*		141,560		86,352
Immunomedics, Inc.*		143,300		481,488
IntegraMed America, Inc.*		79,490		635,920
LeMaitre Vascular, Inc.		96,850		532,675
Merge Healthcare, Inc.*		44,350		239,934
Micromet, Inc.*		76,280		467,596
National Research Corp.		19,090		641,997
Omnicell, Inc.*		49,770		804,283
OraSure Technologies, Inc.*		75,910		721,145
Palomar Medical Technologies, Inc.*		51,220		423,077
RTI Biologics, Inc.*		172,010		734,483
SonoSite, Inc.*		22,680		938,952
Synergetics USA, Inc.*		114,100		666,344
Synovis Life Technologies, Inc.*		41,770		786,947
Transcend Services, Inc.*		25,570		692,947
U.S. Physical Therapy, Inc.		26,780		526,763
Vascular Solutions, Inc.*		61,530		663,293
Young Innovations, Inc.		21,960		636,840
Total Health Care				14,241,854
Industrials - 12.5%
A.T. Cross Co., Class A*		57,190		626,230
Astronics Corp.*		24,844		885,937
CAI International, Inc.*		39,350		603,629
DXP Enterprises, Inc.*		22,270		673,668
Dynamic Materials Corp.		34,280		732,221
Furmanite Corp.*		120,380		819,788
GP Strategies Corp.*		57,512		750,532
On Assignment, Inc.*		73,270		763,473
Quality Distribution, Inc.*		44,298		447,410

The accompanying notes are an integral part of these financial statements.

14

Managers Cadence Emerging Companies Fund

Schedule of Portfolio Investments (continued)

		Shares		Value
Industrials - 12.5% (continued)
Raven Industries, Inc.			10,270		$618,665
Sparton Corp.*			55,150		445,060
Twin Disc, Inc.			13,120		556,288
Total Industrials					7,922,901
Information Technology - 21.1%
Alliance Fiber Optic Products, Inc.*			78,673		608,142
Archipelago Learning, Ltd.*			31,320		328,860
Bottomline Technologies, Inc.*			27,130		610,425
Ceva, Inc.*			18,610		536,154
Computer Task Group, Inc.*			65,550		854,772
CVD Equipment Corp.*			37,270		572,467
Deltek, Inc.*			79,020		644,013
Digi International, Inc.*			57,080		627,309
ExlService Holdings, Inc.*			24,680		656,488
Keynote Systems, Inc.			32,390		593,709
Knot, Inc., The*	��		83,140		612,742
Lecroy Corp.*			50,230		454,582
Liquidity Services, Inc.*			20,970		714,238
LivePerson, Inc.*			51,210		644,222
LRAD Corp.*			213,998		380,916

	Shares		Value
Magma Design Automation, Inc.*		86,620		$495,466
Majesco Entertainment Co.*		257,470		715,767
Perficient, Inc.*		73,570		632,702
Procera Networks, Inc.*		46,820		753,334
PROS Holdings, Inc.*		39,650		634,796
SPS Commerce, Inc.*		28,020		657,069
Web.com Group, Inc.*		62,130		640,560
Total Information Technology				13,368,733
Materials - 4.5%
Flotek Industries, Inc.*		66,080		601,989
Haynes International, Inc.		14,470		867,621
Horsehead Holding Corp.*		64,320		597,533
Universal Stainless & Alloy Products, Inc.*		20,890		790,060
Total Materials				2,857,203
Total Common Stocks
(cost $58,076,923)				61,682,901
Other Investment Companies - 3.0°%'
Dreyfus Cash Management Fund, Institutional Class Shares, 0.05% (cost $1,875,332)		1,875,332		1,875,332
Total Investments - 100.4%
(cost $59,952,255)				63,558,233
Other Assets, less Liabilities - (0.4)%				(253,735	)
Net Assets - 100.0%				$63,304,498

The accompanying notes are an integral part of these financial statements.

15

Notes to Schedules of Portfolio Investments (unaudited)

The following footnotes and abbreviations should be read in conjunction with each of the Schedules of Portfolio Investments

previously presented in this report.

At November 30, 2011, the cost of securities for Federal income tax purposes and the gross aggregate unrealized appreciation

and/or depreciation based on tax cost were approximately:

Fund	Cost		Appreciation		Depreciation			Net
Managers Cadence Capital Appreciation Fund	$	606,101,598	$	97,665,723	($	23,282,494	)	$	74,383,229
Managers Cadence Focused Growth Fund		12,038,110		1,856,248		(400,505	)		1,455,743
Managers Cadence Mid-Cap Fund		555,105,962		75,562,143		(23,426,316	)		52,135,827
Managers Cadence Emerging Companies Fund		60,680,679		7,011,481		(4,133,927	)		2,877,554

* Non-income-producing security.

¹  Yield shown for each investment company represents the November 30, 2011, seven-day average yield, which refers to the sum

of the previous seven days’ dividends paid, expressed as an annual percentage.

As of November 30, 2011, the securities in the Funds were all level 1 inputs. For a detailed break-out of the common stocks by

major industry classification, please refer to the Schedules of Portfolio Investments.

For the fiscal year ended November 30, 2011, the Funds had no transfers between Level 1 and Level 2 from the beginning of

the reporting period.

The accompanying notes are an integral part of these financial statements.

16

Statements of Assets and Liabilities

November 30, 2011 (unaudited)

	Managers Cadence Capital Appreciation Fund			Managers Cadence Focused Growth Fund			Managers Cadence Mid-Cap Fund			Managers Cadence Emerging Companies Fund
Assets:
Investments at value*		$680,484,827			$13,493,853			$579,760,523			$63,558,233
Cash		20,384			—			—			—
Receivable for investments sold		—			54,964			2,377,041			61,370
Receivable for Fund shares sold		988,525			791			1,271,579			1,973
Dividends, interest and other receivables		1,251,548			35,269			551,465			41,344
Receivable from affiliate		45,241			6,510			38,673			13,411
Prepaid expenses		112,911			60,236			75,150			21,729
Total assets		682,903,436			13,651,623			584,074,431			63,698,060
Liabilities:
Payable for Fund shares repurchased		1,069,457			6,208			1,916,813			5,435
Payable for investments purchased		170,491			77,057			716,904			274,844
Accrued expenses:
Investment management and advisory fees		248,913			4,880			211,443			63,272
Administrative fees		138,285			2,711			117,468			12,654
Distribution Fees - Class A		17,243			271			29,613			N/A
Distribution Fees - Class B		3,588			N/A			5,846			N/A
Distribution Fees - Class C		23,592			1,086			17,829			N/A
Distribution Fees - Class D		75,674			368			8,119			N/A
Distribution Fees - Administrative Class		—			7			—			—
Distribution Fees - Class R		1,422			N/A			7,072			N/A
Other		186,494			27,519			194,263			37,357
Total liabilities		1,935,159			120,107			3,225,370			393,562
Net Assets		$680,968,277			$13,531,516			$580,849,061			$63,304,498
Net Assets Represent:
Paid-in capital		$834,639,811			$22,658,156			$677,522,503			$106,863,980
Undistributed net investment income (loss)		1,041,071			96,579			(43,721	)		(216,479	)
Accumulated net realized loss from investments		(229,766,270	)		(10,744,976	)		(149,059,284	)		(46,948,981	)
Net unrealized appreciation of investments		75,053,665			1,521,757			52,429,563			3,605,978
Net Assets		$680,968,277			$13,531,516			$580,849,061			$63,304,498
* Investments at cost		$605,431,162			$11,972,096			$527,330,960			$59,952,255

The accompanying notes are an integral part of these financial statements.

17

Statements of Assets and Liabilities (continued)

November 30, 2011 (unaudited)

	Managers Cadence Capital Appreciation Fund		Managers Cadence Focused Growth Fund		Managers Cadence Mid-Cap Fund		Managers Cadence Emerging Companies Fund
Class A Shares:
Net Assets		$84,058,193		$1,347,572		$145,325,948		N/A
Shares outstanding		5,109,544		161,400		6,082,796		N/A
Net asset value and redemption price per share		$16.45		$8.35		$23.89		N/A
Offering price per share based on a maximum sales charge of 5.75% (Net asset value per share/(100%—maximum sales charge))		$17.45		$8.86		$25.35		N/A
Class B Shares:
Net Assets		$4,327,459		N/A		$7,001,163		N/A
Shares outstanding		295,315		N/A		333,744		N/A
Net asset value and offering price per share		$14.65		N/A		$20.98		N/A
Class C Shares:
Net Assets		$28,719,780		$1,337,381		$21,714,296		N/A
Shares outstanding		1,953,346		163,806		1,034,384		N/A
Net asset value and offering price per share		$14.70		$8.16		$20.99		N/A
Class D Shares:
Net Assets		$375,249,867		$1,826,943		$39,311,907		N/A
Shares outstanding		23,138,305		219,047		1,632,884		N/A
Net asset value, offering and redemption price per share		$16.22		$8.34		$24.08		N/A
Institutional Class Shares:
Net Assets		$110,254,441		$8,846,598		$243,434,324		$54,713,984
Shares outstanding		6,442,518		1,045,442		9,588,100		2,608,322
Net asset value, offering and redemption price per share		$17.11		$8.46		$25.39		$20.98
Administrative Class Shares:
Net Assets		$72,327,132		$11,195		$100,089,211		$8,590,514
Shares outstanding		4,369,906		1,326		4,095,839		437,729
Net asset value, offering and redemption price per share		$16.55		$8.44		$24.44		$19.63
Class P Shares:
Net Assets		$2,662,120		$161,827		$6,770,469		N/A
Shares outstanding		156,295		19,307		267,492		N/A
Net asset value, offering and redemption price per share		$17.03		$8.38		$25.31		N/A
Class R Shares:
Net Assets		$3,369,285		N/A		$17,201,743		N/A
Shares outstanding		204,939		N/A		722,012		N/A
Net asset value, offering and redemption price per share		$16.44		N/A		$23.82		N/A

The accompanying notes are an integral part of these financial statements.

18

Statements of Operations

For the six months ended November 30, 2011 (unaudited)

	Managers Cadence Capital Appreciation Fund			Managers Cadence Focused Growth Fund
Investment Income:
Dividend income		$4,460,979			$101,938
Interest income		—			—
Foreign withholding tax		(669	)		—
Total investment income		4,460,310			101,938
Expenses:
Investment management and advisory fees		1,635,518			35,255
Administrative fees		908,621			19,586
Distribution fees - Class A		114,375			3,559
Distribution fees - Class B		24,680			N/A
Distribution fees - Class C		154,333			7,173
Distribution fees - Class D		440,866			2,258
Distribution fees - Administrative Class		—			3
Distribution fees - Class R		8,902			N/A
Transfer agent		582,240			9,166
Professional fees		70,296			16,858
Custodian		49,081			1,276
Reports to shareholders		41,189			—
Registration fees		39,843			8,857
Trustees fees and expenses		38,058			912
Miscellaneous		15,977			1,666
Total expenses before offsets		4,123,979			106,569
Expense reimbursements		(268,304	)		(31,562	)
Expense reductions		(30,795	)		(608	)
Net expenses		3,824,880			74,399
Net investment income		635,430			27,539
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		31,508,100			343,024
Net change in unrealized depreciation of investments		(85,909,154	)		(1,668,102	)
Net realized and unrealized loss		(54,401,054	)		(1,325,078	)
Net decrease in net assets resulting from operations		($53,765,624	)		($1,297,539	)

The accompanying notes are an integral part of these financial statements.

19

Statements of Operations

For the six months ended November 30, 2011 (unaudited)

	Managers Cadence Mid-Cap Fund			Managers Cadence Emerging Companies Fund
Investment Income:
Dividend income		$2,825,968			$150,903
Interest income		821			15
Foreign withholding tax		(5,930	)		—
Total investment income		2,820,859			150,918
Expenses:
Investment management and advisory fees		1,350,894			375,149
Administrative fees		750,497			75,030
Distribution fees - Class A		188,419			N/A
Distribution fees - Class B		40,182			N/A
Distribution fees - Class C		114,919			N/A
Distribution fees - Class D		35,994			N/A
Distribution fees - Administrative Class		—			—
Distribution fees - Class R		45,569			N/A
Transfer agent		401,525			10,834
Professional fees		55,860			23,263
Custodian		43,959			8,811
Reports to shareholders		30,239			6,940
Registration fees		28,412			2,141
Trustees fees and expenses		31,622			3,173
Miscellaneous		8,679			1,723
Total expenses before offsets		3,126,770			507,064
Expense reimbursements		(233,300	)		(75,402	)
Expense reductions		(28,890	)		(16,299	)
Net expenses		2,864,580			415,363
Net investment income (loss)		(43,721	)		(264,445	)
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		31,457,186			2,946,082
Net change in unrealized depreciation of investments		(92,787,024	)		(10,655,051	)
Net realized and unrealized loss		(61,329,838	)		(7,708,969	)
Net decrease in net assets resulting from operations		($61,373,559	)		($7,973,414	)

The accompanying notes are an integral part of these financial statements.

20

Statements of Changes in Net Assets

	Managers Cadence Capital Appreciation Fund									Managers Cadence Focused Growth Fund
	For the six months ended November 30, 2011 (unaudited)			For the fiscal period from July 1, 2010 to May 31, 2011			Fiscal year ended June 30, 2010			For the six months ended November 30, 2011 (unaudited)			For the fiscal period from July 1, 2010 to May 31, 2011			Fiscal year ended June 30, 2010
Increase (Decrease) in Net Assets From Operations:
Net investment income		$635,430			$2,894,573			$3,134,702			$27,539			$92,906			$336,588
Net realized gain on investments		31,508,100			97,122,182			87,941,085			343,024			2,855,858			14,309,303
Net change in unrealized appreciation (depreciation) of investments		(85,909,154	)		136,376,505			28,811,634			(1,668,102	)		3,936,822			(2,924,435	)
Net increase (decrease) in net assets resulting from operations		(53,765,624	)		236,393,260			119,887,421			(1,297,539	)		6,885,586			11,721,456
Distributions to Shareholders:
From net investment income:
Class A		—			(476,286	)		(295,140	)		—			(21,767	)		(51,428	)
Class B		—			—			(23	)		N/A			N/A			N/A
Class C		—			—			(44	)		—			—			(6,572	)
Class D		—			(1,358,363	)		(1,113,708	)		—			(12,472	)		(19,677	)
Institutional Class		—			(1,431,683	)		(1,805,828	)		—			(163,809	)		(485,230	)
Administrative Class		—			(1,052,092	)		(1,084,217	)		—			(79	)		(115	)
Class P		—			(20,264	)		(51,533	)		—			(1,850	)		(2,860	)
Class R		—			—			(6	)		N/A			N/A			N/A
From net realized gain on investments:
Class A		—			—			—			—			(110,707	)		—
Class C		—			—			—			—			(52,511	)		—
Class D		—			—			—			—			(54,534	)		—
Institutional Class		—			—			—			—			(550,692	)		—
Administrative Class		—			—			—			—			(336	)		—
Class P		—			—			—			—			(6,219	)		—
Total distributions to shareholders		—			(4,338,688	)		(4,350,499	)		—			(974,976	)		(565,882	)
From Capital Share Transactions:
Proceeds from sale of shares		95,910,108			198,499,649			309,681,375			389,326			1,188,182			6,815,491
Reinvestment of dividends and distributions		—			4,159,200			4,012,522			—			900,806			558,664
Cost of shares repurchased		(194,560,829	)		(364,009,067	)		(514,442,034	)		(4,232,419	)		(11,856,898	)		(95,228,271	)
Net decrease from capital share transactions		(98,650,721	)		(161,350,218	)		(200,748,137	)		(3,843,093	)		(9,767,910	)		(87,854,116	)
Total increase (decrease) in net assets		(152,416,345	)		70,704,354			(85,211,215	)		(5,140,632	)		(3,857,300	)		(76,698,542	)
Net Assets:
Beginning of period		833,384,622			762,680,268			847,891,483			18,672,148			22,529,448			99,227,990
End of period		$680,968,277			$833,384,622			$762,680,268			$13,531,516			$18,672,148			$22,529,448
End of period undistributed net investment income		$1,041,071			$405,641			$1,921,409			$96,579			$69,040			$176,127

The accompanying notes are an integral part of these financial statements.

21

Statements of Changes in Net Assets

	Managers Cadence Mid-Cap Fund									Managers Cadence Emerging Companies Fund
	For the six months ended November 30, 2011 (unaudited)			For the fiscal period from July 1, 2010 to May 31, 2011			Fiscal year ended June 30, 2010			For the six months ended November 30, 2011 (unaudited)			For the fiscal period from July 1, 2010 to May 31, 2011			Fiscal year ended June 30, 2010
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)		($43,721	)		$655,026			($62,454	)		($264,445	)		($153,710	)		($585,804	)
Net realized gain on investments		31,457,186			140,583,056			132,606,154			2,946,082			14,220,407			21,068,700
Net change in unrealized appreciation (depreciation) of investments		(92,787,024	)		116,309,195			(1,819,138	)		(10,655,051	)		14,038,159			(5,270,056	)
Net increase (decrease) in net assets resulting from operations		(61,373,559	)		257,547,277			130,724,562			(7,973,414	)		28,104,856			15,212,840
Distributions to Shareholders:
From net investment income:
Class A		—			(206,078	)		—			N/A			N/A			N/A
Class B		—			—			—			N/A			N/A			N/A
Class C		—			—			—			N/A			N/A			N/A
Class D		—			(12,298	)		—			N/A			N/A			N/A
Institutional Class		—			(1,262,080	)		—			—			—			—
Administrative Class		—			(223,568	)		—			—			—			—
Class P		—			(13,056	)		—			N/A			N/A			N/A
Class R		—			—			—			N/A			N/A			N/A
Total distributions to shareholders		—			(1,717,080	)		—			—			—			—
From Capital Share Transactions:
Proceeds from sale of shares		81,978,891			118,147,528			159,407,898			12,216,917			12,354,565			6,712,589
Reinvestment of dividends and distributions		—			1,579,885			—			—			—			—
Cost of shares repurchased		(121,281,204	)		(362,320,270	)		(356,761,266	)		(10,867,436	)		(27,526,509	)		(46,178,201	)
Net increase (decrease) from capital share transactions		(39,302,313	)		(242,592,857	)		(197,353,368	)		1,349,481			(15,171,944	)		(39,465,612	)
Total increase (decrease) in net assets		(100,675,872	)		13,237,340			(66,628,806	)		(6,623,933	)		12,932,912			(24,252,772	)
Net Assets:
Beginning of period		681,524,933			668,287,593			734,916,399			69,928,431			56,995,519			81,248,291
End of period		$580,849,061			$681,524,933			$668,287,593			$63,304,498			$69,928,431			$56,995,519
End of period undistributed net investment income (loss)		($43,721	)		—			$28,215			($216,479	)		$47,966			($18,557	)

The accompanying notes are an integral part of these financial statements.

22

Financial Highlights

For a share outstanding throughout the six months ended November 30,2011 (unaudited) and each fiscal period ended

	Fiscal period ended:			Net Asset Value Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gain (Loss) on Investments			Total from Investment Operations			Distributions to Shareholders from Net Investment Income			Distributions to Shareholders from Net Realized Gain on Investments			Total Distributions to Shareholders
MANAGERS CADENCE CAPITAL APPRECIATION FUND*
Class A		11/30/2011			$17.57		$0.01	3		($1.13	)3		($1.12	)		—			—			—
		5/31/2011	**		13.34		0.04	3		4.26	3		4.30			($0.07	)		—			($0.07	)
		6/30/2010			11.91		0.03	3		1.43	3		1.46			(0.03	)		—			(0.03	)
		6/30/2009			18.14		0.04	3		(6.27	)3		(6.23	)		(0.00	)#		—			(0.00	)#
		6/30/2008			21.00		0.02	3		(0.92	)3		(0.90	)		(0.06	)		($1.90	)		(1.96	)
		6/30/2007			19.71		0.04	3		2.64	3		2.68			(0.02	)		(1.37	)		(1.39	)
		6/30/2006			17.93		0.04	3		1.74	3		1.78			(0.00	)#		—			(0.00	)#
Class B		11/30/2011			$15.71		($0.05	)3		($1.01	)3		($1.06	)		—			—			—
		5/31/2011	**		11.96		(0.06	)3		3.81	3		3.75			—			—			—
		6/30/2010			10.74		(0.06	)3		1.28	3		1.22			($0.00	)#		—			($0.00	)#
		6/30/2009			16.48		(0.06	)3		(5.68	)3		(5.74	)		(0.00	)#		—			(0.00	)#
		6/30/2008			19.33		(0.12	)3		(0.83	)3		(0.95	)		(0.00	)#		($1.90	)		(1.90	)
		6/30/2007			18.35		(0.10	)3		2.45	3		2.35			(0.00	)#		(1.37	)		(1.37	)
		6/30/2006			16.82		(0.10	)3		1.63	3		1.53			(0.00	)#		—			(0.00	)#
Class C		11/30/2011			$15.76		($0.05	)3		($1.01	)3		($1.06	)		—			—			—
		5/31/2011	**		12.00		(0.05	)3		3.81	3		3.76			—			—			—
		6/30/2010			10.77		(0.06	)3		1.29	3		1.23			($0.00	)#		—			($0.00	)#
		6/30/2009			16.53		(0.06	)3		(5.70	)3		(5.76	)		(0.00	)#		—			(0.00	)#
		6/30/2008			19.37		(0.12	)3		(0.82	)3		(0.94	)		(0.00	)#		($1.90	)		(1.90	)
		6/30/2007			18.39		(0.10	)3		2.45	3		2.35			(0.00	)#		(1.37	)		(1.37	)
		6/30/2006			16.85		(0.10	)3		1.64	3		1.54			(0.00	)#		—			(0.00	)#
Class D		11/30/2011			$17.32		$0.01	3		($1.11	)3		($1.10	)		—			—			—
		5/31/2011	**		13.16		0.04	3		4.20	3		4.24			($0.08	)		—			($0.08	)
		6/30/2010			11.79		0.04	3		1.41	3		1.45			(0.08	)		—			(0.08	)
		6/30/2009			17.99		0.05	3		(6.23	)3		(6.18	)		(0.02	)		—			(0.02	)
		6/30/2008			20.85		0.02	3		(0.91	)3		(0.89	)		(0.07	)		($1.90	)		(1.97	)
		6/30/2007			19.58		0.04	3		2.63	3		2.67			(0.03	)		(1.37	)		(1.40	)
		6/30/2006			17.83		0.04	3		1.73	3		1.77			(0.02	)		—			(0.02	)
Institutional Class		11/30/2011			$18.24		$0.04	3		($1.17	)3		($1.13	)		—			—			—
		5/31/2011	**		13.84		0.10	3		4.42	3		4.52			($0.12	)		—			($0.12	)
		6/30/2010			12.36		0.09	3		1.48	3		1.57			(0.09	)		—			(0.09	)
		6/30/2009			18.79		0.10	3		(6.51	)3		(6.41	)		(0.02	)		—			(0.02	)
		6/30/2008			21.64		0.10	3		(0.95	)3		(0.85	)		(0.10	)		($1.90	)		(2.00	)
		6/30/2007			20.22		0.12	3		2.73	3		2.85			(0.06	)		(1.37	)		(1.43	)
		6/30/2006			18.36		0.12	3		1.78	3		1.90			(0.04	)		—			(0.04	)
Administrative Class		11/30/2011			$17.67		$0.02	3		($1.14	)3		($1.12	)		—			—			—
		5/31/2011	**		13.40		0.06	3		4.29	3		4.35			($0.08	)		—			($0.08	)
		6/30/2010			11.98		0.05	3		1.43	3		1.48			(0.06	)		—			(0.06	)
		6/30/2009			18.22		0.06	3		(6.29	)3		(6.23	)		(0.01	)		—			(0.01	)
		6/30/2008			21.11		0.05	3		(0.92	)3		(0.87	)		(0.12	)		($1.90	)		(2.02	)
		6/30/2007			19.78		0.07	3		2.66	3		2.73			(0.03	)		(1.37	)		(1.40	)
		6/30/2006			17.99		0.07	3		1.74	3		1.81			(0.02	)		—			(0.02	)
Class P		11/30/2011			$18.16		$0.04	3		($1.17	)3		($1.13	)		—			—			—
		5/31/2011	**		13.78		0.08	3		4.42	3		4.50			($0.12	)		—			($0.12	)
		6/30/2010			12.33		0.07	3		1.48	3		1.55			(0.10	)		—			(0.10	)
		6/30/2009	†		18.19		0.08	3		(5.91	)3		(5.83	)		(0.03	)		—			(0.03	)
Class R		11/30/2011			$17.58		($0.01	)3		($1.13	)3		($1.14	)		—			—			—
		5/31/2011	**		13.32		0.01	3		4.25	3		4.26			—			—			—
		6/30/2010			11.90		(0.00	)#,3		1.42	3		1.42			($0.00	)#		—			($0.00	)#
		6/30/2009			18.17		0.01	3		(6.28	)3		(6.27	)		(0.00	)#		—			(0.00	)#
		6/30/2008			21.04		(0.03	)3		(0.93	)3		(0.96	)		(0.01	)		($1.90	)		(1.91	)
		6/30/2007			19.79		(0.01	)3		2.66	3		2.65			(0.03	)		(1.37	)		(1.40	)
		6/30/2006			18.07		(0.01	)3		1.75	3		1.74			(0.02	)		—			(0.02	)

23

	Net Asset Value End of Period			Total Return1			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate			Net Assets End of Period (000’s omitted)		Ratio of Total Expenses (Absent Expense Offsets) to Average Net  Assets2			Ratio of Net Investment Income (loss) (Absent Expense Offsets) to Average Net Assets2
MANAGERS CADENCE CAPITAL APPRECIATION FUND
Class A		$16.45			(6.37	)%7		1.11	%6		0.11	%6		57	%7		$84,058		1.19	%6		0.03	%6
		17.57			32.23	%5,7		1.10	%6		0.30	%6		75	%5,7		110,903		1.16	%6		0.24	%6
		13.34			12.23	%		1.11	%		0.24	%		103	%		108,395		1.11	%		0.24	%
		11.91	4		(34.34	)%4		1.11	%		0.26	%		154	%		157,543		1.11	%		0.26	%
		18.14			(5.43	)%		1.09	%		0.08	%		134	%		399,869		1.09	%		0.08	%
		21.00			14.18	%		1.08	%		0.21	%		150	%		448,379		1.08	%		0.21	%
		19.71			9.95	%		1.12	%		0.19	%		161	%		361,002		1.12	%		0.19	%
Class B		$14.65			(6.75	)%7		1.86	%6		(0.65	)%6		57	%7		$4,327		1.94	%6		(0.73	)%6
		15.71			31.35	%5,7		1.86	%6		(0.45	)%6		75	%5,7		6,128		1.92	%6		(0.51	)%6
		11.96			11.36	%		1.86	%		(0.52	)%		103	%		9,420		1.86	%		(0.52	)%
		10.74	4		(34.83	)%4		1.86	%		(0.49	)%		154	%		14,963		1.86	%		(0.49	)%
		16.48			(6.17	)%		1.84	%		(0.66	)%		134	%		41,429		1.84	%		(0.66	)%
		19.33			13.36	%		1.83	%		(0.52	)%		150	%		60,862		1.83	%		(0.52	)%
		18.35			9.10	%		1.87	%		(0.56	)%		161	%		75,309		1.87	%		(0.56	)%
Class C		$14.70			(6.73	)%7		1.85	%6		(0.63	)%6		57	%7		$28,720		1.93	%6		(0.71	)%6
		15.76			31.33	%5,7		1.83	%6		(0.42	)%6		75	%5,7		35,881		1.89	%6		(0.48	)%6
		12.00			11.42	%		1.86	%		(0.51	)%		103	%		49,075		1.86	%		(0.51	)%
		10.77	4		(34.81	)%4		1.86	%		(0.46	)%		154	%		55,445		1.86	%		(0.46	)%
		16.53			(6.16	)%		1.84	%		(0.67	)%		134	%		113,744		1.84	%		(0.67	)%
		19.37			13.33	%		1.83	%		(0.53	)%		150	%		134,475		1.83	%		(0.53	)%
		18.39			9.14	%		1.87	%		(0.56	)%		161	%		138,280		1.87	%		(0.56	)%
Class D		$16.22			(6.35	)%7		1.11	%6		0.14	%6		57	%7		$375,250		1.19	%6		0.06	%6
		17.32			32.25	%5,7		1.11	%6		0.28	%6		75	%5,7		351,467		1.17	%6		0.22	%6
		13.16			12.26	%		1.11	%		0.26	%		103	%		197,251		1.11	%		0.26	%
		11.79	4		(34.36	)%4		1.11	%		0.39	%		154	%		82,956		1.11	%		0.39	%
		17.99			(5.44	)%		1.09	%		0.08	%		134	%		37,601		1.09	%		0.08	%
		20.85			14.18	%		1.08	%		0.22	%		150	%		38,714		1.08	%		0.22	%
		19.58			9.91	%		1.12	%		0.20	%		161	%		34,210		1.12	%		0.20	%
Institutional Class		$17.11			(6.20	)%7		0.71	%6		0.48	%6		57	%7		$110,254		0.79	%6		0.40	%6
		18.24			32.73	%5,7		0.71	%6		0.69	%6		75	%5,7		178,990		0.77	%6		0.63	%6
		13.84			12.67	%		0.71	%		0.62	%		103	%		187,350		0.71	%		0.59	%
		12.36	4		(34.08	)%4		0.71	%		0.71	%		154	%		276,437		0.71	%		0.71	%
		18.79			(5.05	)%		0.69	%		0.47	%		134	%		459,142		0.69	%		0.47	%
		21.64			14.67	%		0.68	%		0.61	%		150	%		424,762		0.68	%		0.61	%
		20.22			10.33	%		0.72	%		0.60	%		161	%		383,054		0.72	%		0.60	%
Administrative Class		$16.55			(6.34	)%7		0.96	%6		0.24	%6		57	%7		$72,327		1.04	%6		0.16	%6
		17.67			32.47	%5,7		0.96	%6		0.43	%6		75	%5,7		143,233		1.02	%6		0.37	%6
		13.40			12.43	%		0.96	%		0.39	%		103	%		199,889		0.99	%		0.36	%
		11.98	4		(34.26	)%4		0.96	%		0.45	%		154	%		245,686		0.96	%		0.45	%
		18.22			(5.32	)%		0.93	%		0.24	%		134	%		439,571		0.93	%		0.24	%
		21.11			14.37	%		0.93	%		0.37	%		150	%		518,562		0.93	%		0.37	%
		19.78			10.09	%		0.97	%		0.35	%		161	%		459,715		0.97	%		0.35	%
Class P		$17.03			(6.22	)%7		0.75	%6		0.49	%6		57	%7		$2,662		0.83	%6		0.41	%6
		18.16			32.68	%5,7		0.82	%6		0.59	%6		75	%5,7		2,858		0.88	%6		0.53	%6
		13.78			12.51	%		0.85	%		0.52	%		103	%		7,121		0.85	%		0.52	%
		12.33	4		(32.04	)%4,7		0.79	%6		0.67	%6		154	%7		4,308		0.79	%6		0.67	%6
Class R		$16.44			(6.48	)%7		1.36	%6		(0.13	)%6		57	%7		$3,369		1.44	%6		(0.21	)%6
		17.58			31.98	%5,7		1.36	%6		0.04	%6		75	%5,7		3,924		1.42	%6		(0.02	)%6
		13.32			11.93	%		1.36	%		(0.02	)%		103	%		4,179		1.36	%		(0.02	)%
		11.90	4		(34.51	)%4		1.36	%		0.06	%		154	%		10,553		1.36	%		0.06	%
		18.17			(5.68	)%		1.34	%		(0.16	)%		134	%		16,864		1.34	%		(0.16	)%
		21.04			13.92	%		1.33	%		(0.04	)%		150	%		18,552		1.33	%		(0.04	)%
		19.79			9.62	%		1.37	%		(0.05	)%		161	%		13,019		1.37	%		(0.05	)%

24

Financial Highlights

For a share outstanding throughout the six months ended November 30,2011 (unaudited) and each fiscal period ended

	Fiscal period ended:		Net Asset Value Beginning of Period	Net Investment Income (Loss)		Net Realized and Unrealized Gain (Loss) on Investments		Total from Investment Operations		Distributions to Shareholders from Net Investment Income		Distributions to Shareholders from Net Realized Gain on Investments		Total Distributions to Shareholders
MANAGERS CADENCE FOCUSED GROWTH FUND*
Class A	11/30/2011		$8.98	$0.01	3	($0.64	)3	($0.63	)	—		—		—
	5/31/2011	**	6.98	0.02	3	2.29	3	2.31		($0.05	)	($0.26	)	($0.31	)
	6/30/2010		6.59	0.02	3	0.46	3	0.48		(0.09	)	—		(0.09	)
	6/30/2009		9.67	0.02	3	(3.10	)3	(3.08	)	(0.00	)#	—		(0.00	)#
	6/30/2008		10.47	(0.01	)3	(0.78	)3	(0.79	)	(0.01	)	(0.00	)#	(0.01	)
	6/30/2007	†	9.30	(0.02	)3	1.36	3	1.34		(0.03	)	(0.14	)	(0.17	)
Class C	11/30/2011		$8.80	($0.02	)3	($0.62	)3	($0.64	)	—		—		—
	5/31/2011	**	6.85	(0.04	)3	2.25	3	2.21		—		($0.26	)	($0.26	)
	6/30/2010		6.46	(0.04	)3	0.45	3	0.41		($0.02	)	—		(0.02	)
	6/30/2009		9.55	(0.03	)3	(3.06	)3	(3.09	)	(0.00	)#	—		(0.00	)#
	6/30/2008		10.42	(0.09	)3	(0.78	)3	(0.87	)	(0.00	)#	(0.00	)#	(0.00	)#
	6/30/2007	†	9.30	(0.09	)3	1.36	3	1.27		(0.01	)	(0.14	)	(0.15	)
Class D	11/30/2011		$8.96	$0.01	3	($0.63	)3	($0.62	)	—		—		—
	5/31/2011	**	6.98	0.02	3	2.28	3	2.30		($0.06	)	($0.26	)	($0.32	)
	6/30/2010		6.59	0.02	3	0.47	3	0.49		(0.10	)	—		(0.10	)
	6/30/2009		9.67	0.02	3	(3.10	)3	(3.08	)	(0.00	)#	—		(0.00	)#
	6/30/2008		10.47	(0.01	)3	(0.79	)3	(0.80	)	(0.00	)#	(0.00	)#	(0.00	)#
	6/30/2007	†	9.30	(0.01	)3	1.36	3	1.35		(0.04	)	(0.14	)	(0.18	)
Institutional Class	11/30/2011		$9.08	$0.02	3	($0.64	)3	($0.62	)	—		—		—
	5/31/2011	**	7.06	0.05	3	2.31	3	2.36		($0.08	)	($0.26	)	($0.34	)
	6/30/2010		6.65	0.04	3	0.47	3	0.51		(0.10	)	—		(0.10	)
	6/30/2009		9.75	0.05	3	(3.13	)3	(3.08	)	(0.02	)	—		(0.02	)
	6/30/2008		10.54	0.03	3	(0.80	)3	(0.77	)	(0.02	)	(0.00	)#	(0.02	)
	6/30/2007		9.34	0.03	3	1.33	3	1.36		(0.02	)	(0.14	)	(0.16	)
	6/30/2006		7.82	0.04	3	1.50	3	1.54		(0.02	)	—		(0.02	)
Administrative Class	11/30/2011		$9.06	$0.02	3	($0.64	)3	($0.62	)	—		—		—
	5/31/2011	**	7.01	0.03	3	2.34	3	2.37		($0.06	)	($0.26	)	($0.32	)
	6/30/2010		6.62	0.03	3	0.46	3	0.49		(0.10	)	—		(0.10	)
	6/30/2009		9.71	0.03	3	(3.12	)3	(3.09	)	(0.00	)#	—		(0.00	)#
	6/30/2008		10.50	0.00	#3	(0.79	)3	(0.79	)	(0.00	)#	(0.00	)#	(0.00	)#
	6/30/2007	††	9.14	0.01	3	1.52	3	1.53		(0.03	)	(0.14	)	(0.17	)
Class P	11/30/2011		$8.99	$0.02	3	($0.63	)3	($0.61	)	—		—		—
	5/31/2011	**	7.00	0.04	3	2.29	3	2.33		($0.08	)	($0.26	)	($0.34	)
	6/30/2010		6.61	0.04		0.47		0.51		(0.12	)	—		(0.12	)
	6/30/2009	‡	9.44	0.04		(2.83	)	(2.79	)	(0.04	)	—		(0.04	)

25

	Net Asset Value End of Period		Total Return1			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate			Net Assets End of Period (000’s omitted)		Ratio of Total Expenses (Absent Expense Offsets) to Average Net  Assets2			Ratio of Net Investment Income (loss) (Absent Expense Offsets) to Average Net Assets2
MANAGERS CADENCE FOCUSED GROWTH FUND
Class A		$8.35		(7.02	)%6		1.07	%5		0.14	%5		47	%6		$1,348		1.48	%5		(0.27	)%5
		8.98		33.44	%4,6		1.08	%5		0.27	%5		83	%4,6		3,737		1.47	%5		(0.12	)%5
		6.98		7.21	%		1.12	%		0.24	%		120	%		3,602		1.12	%		0.24	%
		6.59		(31.85	)%		1.11	%		0.26	%		156	%		4,803		1.11	%		0.26	%
		9.67		(7.55	)%		1.12	%		(0.13	)%		143	%		7,418		1.12	%		(0.13	)%
		10.47		14.60	%6		1.11	%5		(0.23	)%5		106	%6		1,704		1.11	%5		(0.23	)%5
Class C		$8.16		(7.27	)%6		1.78	%5		(0.46	)%5		47	%6		$1,337		2.19	%5		(0.87	)%5
		8.80		32.43	%4,6		1.85	%5		(0.49	)%5		83	%4,6		1,667		2.24	%5		(0.88	)%5
		6.85		6.38	%		1.87	%		(0.51	)%		120	%		1,624		1.87	%		(0.51	)%
		6.46		(32.34	)%		1.86	%		(0.48	)%		156	%		2,343		1.86	%		(0.48	)%
		9.55		(8.30	)%		1.86	%		(0.89	)%		143	%		2,706		1.86	%		(0.89	)%
		10.42		13.81	%6		1.86	%5		(0.91	)%5		106	%6		1,351		1.86	%5		(0.91	)%5
Class D		$8.34		(6.92	)%6		1.11	%5		0.24	%5		47	%6		$1,827		1.52	%5		(0.17	)%5
		8.96		33.25	%4,6		1.12	%5		0.23	%5		83	%4,6		1,980		1.51	%5		(0.16	)%5
		6.98		7.25	%		1.12	%		0.27	%		120	%		1,375		1.12	%		0.27	%
		6.59		(31.85	)%		1.11	%		0.28	%		156	%		1,271		1.11	%		0.28	%
		9.67		(7.61	)%		1.12	%		(0.13	)%		143	%		1,811		1.12	%		(0.13	)%
		10.47		14.16	%6		1.11	%5		(0.06	)%5		106	%6		1,225		1.11	%5		(0.06	)%5
Institutional Class		$8.46		(6.83	)%6		0.76	%5		0.56	%5		47	%6		$8,847		1.17	%5		0.15	%5
		9.08		33.81	%4,6		0.75	%5		0.64	%5		83	%4,6		11,067		1.14	%5		0.25	%5
		7.06		7.50	%		0.74	%		0.60	%		120	%		15,695		0.74	%		0.60	%
		6.65		(31.54	)%		0.71	%		0.67	%		156	%		90,722		0.71	%		0.67	%
		9.75		(7.30	)%		0.72	%		0.30	%		143	%		122,861		0.72	%		0.30	%
		10.54		14.72	%		0.71	%		0.30	%		106	%		50,850		0.71	%		0.30	%
		9.34		19.68	%		0.73	%		0.48	%5		153	%		4,600		0.73	%		0.48	%5
Administrative Class		$8.44		(6.84	)%6		0.76	%5		0.59	%5		47	%6		$11		1.17	%5		0.18	%5
		9.06		34.20	%4,6		1.00	%5		0.35	%5		83	%4,6		12		1.39	%5		(0.04	)%5
		7.01		7.34	%		1.00	%		0.38	%		120	%		8		1.00	%		0.38	%
		6.62		(31.80	)%		0.97	%		0.40	%		156	%		7		0.97	%		0.40	%
		9.71		(7.49	)%		0.96	%		0.00	%#		143	%		11		0.96	%		0.00	%#
		10.50		16.96	%6		0.96	%5		0.13	%5		106	%6		12		0.96	%5		0.13	%5
Class P		$8.38		(6.79	)%6		0.81	%5		0.54	%5		47	%6		$162		1.22	%5		0.13	%5
		8.99		33.62	%4,6		0.82	%5		0.53	%5		83	%4,6		209		1.21	%5		0.14	%5
		7.00		7.63	%		0.85	%		0.53	%		120	%		225		0.85	%		0.53	%
		6.61		(29.52	)%6		0.80	%5		0.53	%5		156	%6		82		0.80	%5		0.53	%5

26

Financial Highlights

For a share outstanding throughout the six months ended November 30, 2011 (unaudited) and each fiscal period ended

	Fiscal period ended:			Net Asset Value Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gain (Loss) on Investments			Total from Investment Operations			Distributions to Shareholders from Net Investment Income			Distributions to Shareholders from Net Realized Gain on Investments			Total Distributions to Shareholders
MANAGERS CADENCE MID-CAP FUND*
Class A		11/30/2011			$26.29		($0.02	)3		($2.38	)3		($2.40	)		—			—			—
		5/31/2011	**		18.23		(0.01	)3		8.10	3		8.09			($0.03	)		—			($0.03	)
		6/30/2010			15.57		(0.03	)3		2.69	3		2.66			—			—			—
		6/30/2009			25.56		(0.03	)3		(9.96	)3		(9.99	)		—			—			—
		6/30/2008			28.34		(0.07	)3		0.36	3		0.29			—			($3.07	)		(3.07	)
		6/30/2007			27.57		(0.01	)3		3.65	3		3.64			—			(2.87	)		(2.87	)
		6/30/2006			24.47		(0.02	)3		3.12	3		3.10			—			—			—
Class B		11/30/2011			$23.17		($0.10	)3		($2.09	)3		($2.19	)		—			—			—
		5/31/2011	**		16.16		(0.15	)3		7.16	3		7.01			—			—			—
		6/30/2010			13.91		(0.15	)3		2.40	3		2.25			—			—			—
		6/30/2009			23.00		(0.15	)3		(8.94	)3		(9.09	)		—			—			—
		6/30/2008			25.97		(0.25	)3		0.35	3		0.10			—			($3.07	)		($3.07	)
		6/30/2007			25.68		(0.19	)3		3.35	3		3.16			—			(2.87	)		(2.87	)
		6/30/2006			22.96		(0.20	)3		2.92	3		2.72			—			—			—
Class C		11/30/2011			$23.19		($0.10	)3		($2.10	)3		($2.20	)		—			—			—
		5/31/2011	**		16.17		(0.14	)3		7.16	3		7.02			—			—			—
		6/30/2010			13.91		(0.15	)3		2.41	3		2.26			—			—			—
		6/30/2009			23.01		(0.15	)3		(8.95	)3		(9.10	)		—			—			—
		6/30/2008			25.99		(0.25	)3		0.34	3		0.09			—			($3.07	)		($3.07	)
		6/30/2007			25.69		(0.20	)3		3.37	3		3.17			—			(2.87	)		(2.87	)
		6/30/2006			22.97		(0.20	)3		2.92	3		2.72			—			—			—
Class D		11/30/2011			$26.49		($0.03	)3		($2.38	)3		($2.41	)		—			—			—
		5/31/2011	**		18.36		(0.01	)3		8.16	3		8.15			($0.02	)		—			($0.02	)
		6/30/2010			15.69		(0.03	)3		2.70	3		2.67			—			—			—
		6/30/2009			25.75		(0.07	)3		(9.99	)3		(10.06	)		—			—			—
		6/30/2008			28.53		(0.10	)3		0.39	3		0.29			—			($3.07	)		(3.07	)
		6/30/2007			27.73		(0.01	)3		3.68	3		3.67			—			(2.87	)		(2.87	)
		6/30/2006			24.61		(0.01	)3		3.13	3		3.12			—			—			—
Institutional Class		11/30/2011			$27.88		$0.03	3		($2.52	)3		($2.49	)		—			—			—
		5/31/2011	**		19.32		0.08	3		8.58	3		8.66			($0.10	)		—			($0.10	)
		6/30/2010			16.44		0.05	3		2.83	3		2.88			—			—			—
		6/30/2009			26.87		0.04	3		(10.47	)3		(10.43	)		—			—			—
		6/30/2008			29.54		0.04	3		0.36	3		0.40			—			($3.07	)		(3.07	)
		6/30/2007			28.50		0.10	3		3.81	3		3.91			—			(2.87	)		(2.87	)
		6/30/2006			25.20		0.10	3		3.20	3		3.30			—			—			—
Administrative Class		11/30/2011			$26.87		($0.00	)#3		($2.43	)3		($2.43	)		—			—			—
		5/31/2011	**		18.61		0.02	3		8.28	3		8.30			($0.04	)		—			($0.04	)
		6/30/2010			15.88		0.00	#3		2.73	3		2.73			—			—			—
		6/30/2009			26.02		(0.01	)3		(10.13	)3		(10.14	)		—			—			—
		6/30/2008			28.76		(0.03	)3		0.36	3		0.33			—			($3.07	)		(3.07	)
		6/30/2007			27.89		0.03	3		3.71	3		3.74			—			(2.87	)		(2.87	)
		6/30/2006			24.71		0.02	3		3.16	3		3.18			—			—			—
Class P		11/30/2011			$27.80		$0.03	3		($2.52	)3		($2.49	)		—			—			—
		5/31/2011	**		19.28		0.05	3		8.56	3		8.61			($0.09	)		—			($0.09	)
		6/30/2010			16.42		0.03	3		2.83	3		2.86			—			—			—
		6/30/2009	†		25.53		0.02	3		(9.13	)3		(9.11	)		—			—			—
Class R		11/30/2011			$26.25		($0.05	)3		($2.38	)3		($2.43	)		—			—			—
		5/31/2011	**		18.22		(0.06	)3		8.09	3		8.03			—			—			—
		6/30/2010			15.61		(0.07	)3		2.68	3		2.61			—			—			—
		6/30/2009			25.67		(0.07	)3		(9.99	)3		(10.06	)		—			—			—
		6/30/2008			28.52		(0.14	)3		0.36	3		0.22			—			($3.07	)		($3.07	)
		6/30/2007			27.79		(0.08	)3		3.68	3		3.60			—			(2.87	)		(2.87	)
		6/30/2006			24.73		(0.08	)3		3.14	3		3.06			—			—			—

27

	Net Asset Value End of Period			Total Return1			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate			Net Assets End of Period (000’s omitted)		Ratio of Total Expenses (Absent Expense Offsets) to Average Net  Assets2			Ratio of Net Investment Income (loss) (Absent Expense Offsets) to Average Net Assets2
MANAGERS CADENCE MID-CAP FUND
Class A		$23.89			(9.13	)%9		1.11	%8		(0.17	)%8		59	%9		$145,326		1.20	%8		(0.26	)%8
		26.29			44.38	%6,9		1.10	%8		(0.05	)%8		85	%6,9		174,948		1.18	%8		(0.13	)%8
		18.23			17.08	%		1.11	%		(0.14	)%		107	%		155,574		1.11	%		(0.14	)%
		15.57	5		(39.08	)%5		1.11	%		(0.20	)%		148	%		175,461		1.11	%		(0.20	)%
		25.56			0.31	%		1.09	%		(0.28	)%		149	%		307,962		1.09	%		(0.28	)%
		28.34			14.52	%		1.09	%		(0.05	)%		164	%		334,271		1.09	%		(0.05	)%
		27.57	4		12.67	%4		1.11	%		(0.06	)%		174	%		353,019		1.11	%		(0.06	)%
Class B		$20.98			(9.45	)%9		1.86	%8		(0.91	)%8		59	%9		$7,001		1.95	%8		(1.00	)%8
		23.17			43.38	%6,9		1.85	%8		(0.81	)%8		85	%6,9		10,203		1.93	%8		(0.89	)%8
		16.16			16.18	%		1.86	%		(0.90	)%		107	%		12,120		1.86	%		(0.90	)%
		13.91	5		(39.52	)%5		1.86	%		(0.98	)%		148	%		17,882		1.86	%		(0.98	)%
		23.00			(0.44	)%		1.84	%		(1.02	)%		149	%		47,947		1.84	%		(1.02	)%
		25.99			13.67	%		1.84	%		(0.79	)%		164	%		64,763		1.84	%		(0.79	)%
		25.68	4		11.85	%4		1.86	%		(0.81	)%		174	%		85,023		1.86	%		(0.81	)%
Class C		$20.99			(9.49	)%7,9		1.86	%8		(0.91	)%8		59	%9		$21,714		1.95	%8		(1.00	)%8
		23.19			43.41	%6,9		1.83	%8		(0.81	)%8		85	%6,9		27,311		1.91	%8		(0.89	)%8
		16.17			16.25	%		1.86	%		(0.89	)%		107	%		39,374		1.86	%		(0.89	)%
		13.91	5		(39.55	)%5		1.86	%		(0.96	)%		148	%		41,542		1.86	%		(0.96	)%
		23.01			(0.48	)%		1.84	%		(1.02	)%		149	%		86,421		1.84	%		(1.02	)%
		25.99			13.71	%		1.84	%		(0.80	)%		164	%		102,361		1.84	%		(0.80	)%
		25.69	4		11.84	%4		1.86	%		(0.80	)%		174	%		122,217		1.86	%		(0.80	)%
Class D		$24.08			(9.10	)%7,9		1.11	%8		(0.22	)%8		59	%9		$39,312		1.20	%8		(0.31	)%8
		26.49			44.40	%6,9		1.10	%8		(0.07	)%8		85	%6,9		14,974		1.18	%8		(0.15	)%8
		18.36			17.02	%		1.11	%		(0.16	)%		107	%		13,012		1.86	%		(0.91	)%
		15.69	5		(39.07	)%5		1.11	%		(0.34	)%		148	%		22,739		1.86	%		(1.09	)%
		25.75			0.31	%		1.09	%		(0.38	)%		149	%		193,222		1.84	%		(1.13	)%
		28.53			14.55	%		1.09	%		(0.05	)%		164	%		27,561		1.84	%		(0.80	)%
		27.73	4		12.68	%4		1.11	%		(0.04	)%		174	%		30,758		1.86	%		(0.79	)%
Institutional Class		$25.39			(8.93	)%9		0.71	%8		0.23	%8		59	%9		$243,434		0.80	%8		0.14	%8
		27.88			44.87	%6,9		0.70	%8		0.36	%8		85	%6,9		299,909		0.78	%8		0.28	%8
		19.32			17.52	%		0.71	%		0.26	%		107	%		292,232		0.74	%		0.23	%
		16.44	5		(38.82	)%5		0.71	%		0.21	%		148	%		312,484		0.71	%		0.21	%
		26.87			0.69	%		0.69	%		0.12	%		149	%		522,366		0.69	%		0.12	%
		29.54			15.02	%		0.69	%		0.35	%		164	%		482,027		0.69	%		0.35	%
		28.50	4		13.10	%4		0.71	%		0.35	%		174	%		470,705		0.71	%		0.35	%
Administrative Class		$24.44			(9.04	)%9		0.96	%8		(0.02	)%8		59	%9		$100,089		1.05	%8		(0.11	)%8
		26.87			44.60	%6,9		0.94	%8		0.11	%8		85	%6,9		129,964		1.02	%8		0.03	%8
		18.61			17.19	%		0.96	%		0.01	%		107	%		130,157		0.99	%		(0.02	)%
		15.88	5		(38.97	)%5		0.96	%		(0.04	)%		148	%		129,640		0.96	%		(0.04	)%
		26.02			0.45	%		0.94	%		(0.11	)%		149	%		214,673		0.94	%		(0.11	)%
		28.76			14.73	%		0.94	%		0.11	%		164	%		278,073		0.94	%		0.11	%
		27.89	4		12.87	%4		0.96	%		0.09	%		174	%		304,305		0.96	%		0.09	%
Class P		$25.31			(8.96	)%9		0.73	%8		0.25	%8		59	%9		$6,770		0.82	%8		0.16	%8
		27.80			44.71	%6,9		0.81	%8		0.24	%8		85	%6,9		2,967		0.89	%8		0.16	%8
		19.28			17.42	%		0.84	%		0.14	%		107	%		3,334		0.84	%		0.14	%
		16.42	5		(35.68	)%5		0.80	%8		0.12	%8		148	%9		3,099		0.80	%8		0.12	%8
Class R		$23.82			(9.26	)%7,9		1.36	%8		(0.42	)%8		59	%9		$17,202		1.45	%8		(0.51	)%8
		26.25			44.07	%6,9		1.35	%8		(0.31	)%8		85	%6,9		21,248		1.43	%8		(0.39	)%8
		18.22			16.72	%		1.36	%		(0.39	)%		107	%		22,485		1.36	%		(0.39	)%
		15.61	5		(39.19	)%5		1.36	%		(0.43	)%		148	%		32,069		1.36	%		(0.43	)%
		25.67			0.04	%		1.34	%		(0.52	)%		149	%		48,771		1.34	%		(0.52	)%
		28.52			14.25	%		1.34	%		(0.31	)%		164	%		47,308		1.34	%		(0.31	)%
		27.79	4		12.37	%4		1.36	%		(0.31	)%		174	%		40,579		1.36	%		(0.31	)%

28

Financial Highlights For a share outstanding throughout the six months ended November 30,2011 (unaudited) and each fiscal period ended
	Fiscal period ended:	Net Asset Value Beginning of Period	Net Investment Income (Loss)	Net Realized and Unrealized Gain (Loss) on Investments	Total from Investment Operations	Distributions to Shareholders from Net Realized Gain on Investments
MANAGERS CADENCE EMERGING COMPANIES FUND*
Institutional Class	11/30/2011	$23.35	($0.09)3	($2.28)3	($2.37)	—
	5/31/2011**	14.62	(0.04)3	8.773	8.73	—
	6/30/2010	12.44	(0.11)3	2.293	2.18	—
	6/30/2009	17.28	(0.08)3	(4.76)3	(4.84)	—
	6/30/2008	23.21	(0.14)3	(3.04)3	(3.18)	($2.75)
	6/30/2007	24.55	(0.11)3	1.143	1.03	(2.37)
	6/30/2006	23.27	(0.20)3	3.403	3.20	(1.92)
Administrative Class	11/30/2011	$21.88	($0.10)3	($2.15)3	($2.25)	—
	5/31/2011**	13.73	(0.12)3	8.273	8.15	—
	6/30/2010	11.72	(0.12)3	2.133	2.01	—
	6/30/2009	16.32	(0.11)3	(4.49)3	(4.60)	—
	6/30/2008	22.12	(0.19)3	(2.86)3	(3.05)	($2.75)
	6/30/2007	23.57	(0.16)3	1.083	0.92	(2.37)
	6/30/2006	22.46	(0.25)3	3.283	3.03	(1.92)

29

	Net Asset Value End of Period		Total Return1			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate			Net Assets End of Period (000’s omitted)		Ratio of Total Expenses(Absent Expense Offsets) to Average Net Assets2			Ratio of Net Investment Income (loss) (Absent Expense Offsets) to Average Net Assets2
MANAGERS CADENCE EMERGING COMPANIES FUND
Institutional Class		$20.98		(10.15	)%6		1.37	%5		(0.87	)%5		53	%6		$54,714		1.67	%5		(1.17	)%5
		23.35		59.71	%4,6		1.41	%5		(0.24	)%5		93	%4,6		65,222		1.67	%5		(0.50	)%5
		14.62		17.52	°%		1.42	%		(0.73	)%		129	%		55,166		1.55	%		(0.86	)%
		12.44		(28.01	)%		1.42	%		(0.65	)%		142	%		67,382		1.42	%		(0.65	)%
		17.28		(15.22	)%		1.50	%		(0.69	)%		140	%		206,444		1.50	%		(0.69	)%
		23.21		4.71	%		1.51	%		(0.49	)%		188	%		420,835		1.51	%		(0.49	)%
		24.55		14.08	%		1.52	%		(0.81	)%		155	%		597,208		1.52	%		(0.81	)%
Administrative Class		$19.63		(10.28	)%6		1.59	%5		(1.00	)%5		53	%6		$8,591		1.89	%5		(1.30	)%5
		21.88		59.36	%4,6		1.66	%5		(0.71	)%5		93	%4,6		4,706		1.92	%5		(0.97	)%5
		13.73		17.15	%		1.67	%		(0.90	)%		129	%		1,830		1.80	%		(1.03	)%
		11.72		(28.19	)%		1.67	%		(0.91	)%		142	%		13,866		1.67	%		(0.91	)%
		16.32		(15.43	)%		1.75	%		(0.95	)%		140	%		23,812		1.75	%		(0.95	)%
		22.12		4.47	%		1.76	%		(0.74	)%		188	%		54,701		1.76	%		(0.74	)%
		23.57		13.82	%		1.77	%		(1.06	)%		155	%		62,776		1.77	%		(1.06	)%`

30

Notes to Financial Highlights (unaudited)

The following footnotes and abbreviations should be read in conjunction with each of the Financial Highlights previously presented in this report.

* At the start of business on September 27, 2010, the Predecessor Funds, each a series of the Allianz Funds, were re-organized into a respective series of the Managers Funds.

** For the period from July 1, 2010, to May 31, 2011.

# Rounds to less than $0.01 per share or 0.01%.

¹ Total returns and net investment income would have been lower had certain expenses not been reduced. (See Note 1(c) of Notes to Financial Statements.)

²  Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest and taxes. (See Note 1 (c) of Notes to Financial Statements.)

³  Per share numbers have been calculated using average shares.

Managers Cadence Capital Appreciation Fund

† Commencement of operations was July 7, 2008.

⁴  Capital contribution from Affiliate increased the end of year net asset value and the total return. If the Affiliate had not made these payments, end of year net asset value and total return would have been reduced for Class A, Class B, Class C, Class D, Institutional Class, Administrative Class, Class P, and Class R, by $0.13 per share and 0.72%, $0.12 per share and 0.73%, $0.12 per share and 0.72%, $0.12 per share and 0.67%, $0.13 per share and 0.70%, $0.13 per share and 0.66%, $0.12 per share and 0.66%, and $0.13 per share and 0.71%,respectively.

⁵  Reflects the 11 month period from July 1, 2010 to May 31, 2011.

⁶  Annualized.

⁷  Not Annualized.

Managers Cadence Focused Growth Fund

† Commencement of operations was July 5, 2006.

†† Commencement of operations was September 15, 2006.

‡ Commencement of operations was July 7, 2008.

⁴  Reflects the 11 month period from July 1, 2010 to May 31, 2011.

⁵  Annualized.

⁶  Not Annualized.

Managers Cadence Mid-Cap Fund

† Commencement of operations was July 7, 2008.

⁴  Payments from Affiliates increased the end of period net asset value and the total return. If the Affiliates had not made these payments, the end of period net asset value and total return would have been reduced by $0.02 per share and 0.06% to 0.07%, respectively.

⁵  Capital contribution from Affiliate increased the end of year net asset value and the total return. If the Affiliate had not made these payments, end of year net asset value and total return would have been reduced for Class A, Class B, Class C, Class D, Institutional Class, Administrative Class, Class P, and Class R, by $0.21per share and 0.83%, $0.19 per share and 0.83%, $0.19 per share and 0.82%, $0.24 per share and 0.93%, $0.22 per share and 0.82%, $0.21 per share and 0.81%, $0.20 per share and 0.79%, and $0.21 per share and 0.82%,respectively.

⁶  Reflects the 11 month period from July 1, 2010 to May 31, 2011.

⁷  The Total Return is based on the Financial Statement Net Asset Values as shown in the highlights.

⁸  Annualized.

⁹  Not Annualized.

Managers Cadence Emerging Companies Fund

⁴  Reflects the 11 month period from July 1, 2010 to May 31, 2011.

⁵  Annualized.

⁶  Not Annualized.

31

Notes to Financial Statements

November 30, 2011 (unaudited)

1. Summary of Significant Accounting Policies

The Managers Funds (the “Trust”) is an open-end management investment company organized as a Massachusetts business trust, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are: Managers Cadence Capital Appreciation Fund (“Capital Appreciation”) (formerly Allianz CCM Capital Appreciation Fund), Managers Cadence Focused Growth Fund (“Focused Growth”) (formerly Allianz CCM Focused Growth Fund), Managers Cadence Mid-Cap Fund (“Mid-Cap”) (formerly Allianz CCM Mid-Cap Fund), and Managers Cadence Emerging Companies Fund (“Emerging Companies”) ( formerly Allianz CCM Emerging Companies Fund), each a “Fund” and collectively the “Funds.”

At the start of business on September 27, 2010, the Allianz CCM Capital Appreciation Fund, Allianz CCM Focused Growth Fund, Allianz CCM Mid-Cap Fund, and the Allianz CCM Emerging Companies Fund, each a series of the Allianz Funds (the “Predecessor Funds”), were reorganized into a respective series of the Trust, as described above.

Capital Appreciation and Mid-Cap offer Class A shares, Class B shares, Class C shares, Class D shares, Class P shares, Class R shares, Institutional Class shares and Administrative Class shares. Focused Growth offers Class A shares, Class C shares, Class D shares, Class P shares, Institutional Class shares and Administrative Class shares. Emerging Companies offers Institutional Class shares and Administrative Class Shares. Sales of Class A shares may be subject to a front-end sales charge of up to 5.75%. Redemptions of Class B shares, Class C shares and certain Class A shares may be subject to a contingent-deferred sales charge (as a percentage of the original offering price or the net asset value at the time of sale, whichever is less). Each class represents an interest in the same assets of the Fund and the classes are identical except for class specific expenses related to shareholder activity. Each class has equal voting privileges except that each class has exclusive voting rights with respect to its services and/or distribution plan. Please refer to a current prospectus for additional information on each share class.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Funds’ investments are generally valued based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Funds (the “Board”). Under certain circumstances, the value of certain Fund investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) when, for example, (1) market quotations are not readily available because a portfolio investment is not traded in a public market or the principal market in which the investment trades is closed, (2) trading in a portfolio investment is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio investment is determined to have occurred between the time of the market quotation provided for a portfolio investment and the time as of which the Fund calculates its NAV, (4) an investment’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (the “Investment Manager”) determines that a market quotation is inaccurate. Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Investment Manager’s determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Fund calculates its NAV. The Funds may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices when thinly traded securities are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investment’s valuation may differ depending on the method used and the factors considered in determining value according to the Fund’s fair value procedures.

Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share. Securities (including derivatives) for which market quotations are not readily available are fair valued, as determined in good faith, and pursuant to procedures adopted by the Board. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

32

Notes to Financial Statements (continued)

U.S. GAAP defines fair value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

b. Security Transactions

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. Investment Income and Expenses

Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed. Dividends from foreign securities are recorded as soon as the Trust is informed of the ex-dividend date. Dividend income on foreign securities is recorded net of any withholding tax. Non-cash dividends

included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain Fund level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of each Fund. Each class has equal voting privileges except that each class has exclusive voting rights with respect to its services and/or distribution plan.

The following Funds had certain portfolio trades directed to various brokers, under a brokerage recapture program, which paid a portion of the Fund’s expenses. For the six months ended November 30, 2011, under these arrangements the amount by which the Funds’ expenses were reduced and the impact on the expense ratios were as follows: Capital Appreciation—$30,079 or 0.008%, Focused Growth — $593 or 0.008%, Mid-Cap—$28,300 or 0.01%, and Emerging Companies—$16,240 or 0.05%.

The Funds have a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”), the Funds’ custodian, whereby each Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custody expenses that would otherwise be charged to each Fund. For the six months ended November 30, 2011, the custodian expense was not reduced. Prior to September 27, 2010, the Predecessor Funds had no balance credit arrangement with the predecessor custodian, State Street Bank & Trust Co.

Overdrafts will cause a reduction of any earnings credits, computed at 2% above the effective Federal funds rate on the day of the overdraft. For the six months ended November 30, 2011, the overdraft fees were as follows: Focused Growth—$138 and Emerging Companies—$38. Prior to September 27, 2010, the Predecessor Funds had a similar agreement with State Street Bank & Trust Co., and the overdraft fees for the period from July 1, 2010, to September 27, 2010, were as follows: Capital Appreciation—$66; Focused Growth — $1,658, and Emerging Companies Fund — $271.

The Trust also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., whereby earnings credits are used to offset banking charges and other out-of-pocket expenses. For the six months ended November 30, 2011, the transfer agent expense was reduced as follows: Capital Appreciation—$716; Focused Growth—$15; Mid-Cap — $590 and Emerging Companies — $59. Prior to September 27, 2010, the Predecessor Funds had no balance credit arrangement with the predecessor Transfer Agent, Boston Financial Data Services-Midwest, Inc.

33

Notes to Financial Statements (continued)

Total returns and net investment income for the Funds would have been lower had certain expenses not been offset. Total expenses before offsets exclude the impact of expense reimbursements or fee waivers and expense reductions such as brokerage recapture credits but include non-reimbursable expenses, if any, such as interest and taxes.

d. Dividends and Distributions

Dividends resulting from net investment income and distributions of capital gains, if any, will be declared and made annually in December and when required for Federal excise tax purposes. Distributions are recorded on the ex-dividend date and are declared separately for each class. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for losses deferred due to wash sales, REITS, equalization accounting for tax purposes, and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

e. Federal Taxes

Each Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of their taxable income and gains to their shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for Federal income or excise tax is included in the accompanying financial statements.

Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Funds’ tax positions taken on federal income tax returns for all open tax years (tax years ended June 30, 2008-2010 and May 31, 2011), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

f. Capital Loss Carryovers

As of November 30, 2011, the following Funds had accumulated net realized capital loss carryovers from securities transactions for

Federal income tax purposes as shown in the following chart. These amounts may be used to offset realized capital gains, if any, through the expiration dates listed.

Fund	Capital Loss Carryover Amount	Expires May 31,
Capital Appreciation
(Pre-Enactment)	$66,720,364	2017
(Pre-Enactment)	193,882,632	2018
Total	$260,602,996
Focused Growth
(Pre-Enactment)	$11,940,744*	2017
Mid-Cap
(Pre-Enactment)	$13,095,649	2017
(Pre-Enactment)	167,128,429	2018
Total	$180,224,078
Emerging Companies
(Pre-Enactment)	$29,205,574	2017
(Pre-Enactment)	19,911,987	2018
Total	$49,117,561

* The Fund’s ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on results of share ownership activity.

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the “Act”), the Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. Additionally, post-enactment capital losses that are carried forward will retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Funds’ first fiscal year subject to the Act will be the fiscal year ended May 31, 2012.

2. Capital Stock

The Trust’s Declaration of Trust authorizes for each series the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on

34

Notes to Financial Statements (continued)

the valuation of those securities in accordance with the Funds’ policy on investment valuation. Dividends and distributions to shareholders are recorded on the ex-dividend date. For the six months ended November 30, 2011, the eleven months ended May 31, 2011, and the fiscal year ended June 30, 2010, the capital stock transactions by class for the Funds were as follows:

	Capital Appreciation
	November 30, 2011						May 31, 2011						June 30, 2010
	Shares			Amount			Shares			Amount			Shares			Amount
Class A
Proceeds from sale of shares		268,472			$4,392,007			1,629,758			$25,636,167			1,986,588			$27,914,472
Reinvestment of dividends and distributions		—			—			23,868			395,006			15,682			220,333
Cost of shares repurchased		(1,471,370	)		(24,440,316	)		(3,468,732	)		(54,761,509	)		(7,104,496	)		(98,336,298	)
Net Decrease - Class A		(1,202,898	)		($20,048,309	)		(1,815,106	)		($28,730,336	)		(5,102,226	)		($70,201,493	)
Class B
Proceeds from sale of shares		—			—			2,481			$33,159			31,602			$393,345
Reinvestment of dividends and distributions		—			—			—			—			2			19
Cost of shares repurchased		(94,792	)		($1,399,703	)		(400,011	)		(5,509,583	)		(637,536	)		(8,072,346	)
Net Decrease - Class B		(94,792	)		($1,399,703	)		(397,530	)		($5,476,424	)		(605,932	)		($7,678,982	)
Class C
Proceeds from sale of shares		6,727			$99,718			294,326			$4,041,911			268,277			$3,389,017
Reinvestment of dividends and distributions		—			—			—			—			3			36
Cost of shares repurchased		(330,071	)		(4,831,961	)		(2,108,219	)		(29,676,598	)		(1,325,555	)		(16,672,233	)
Net Decrease - Class C		(323,344	)		($4,732,243	)		(1,813,893	)		($25,634,687	)		(1,057,275	)		($13,283,180	)
Class D
Proceeds from sale of shares		5,061,918			$81,190,708			7,941,642			$126,503,208			14,163,055			$193,449,222
Reinvestment of dividends and distributions		—			—			82,784			1,351,046			80,010			1,109,734
Cost of shares repurchased		(2,216,462	)		(35,781,633	)		(2,719,247	)		(43,377,723	)		(6,289,592	)		(90,202,761	)
Net Increase - Class D		2,845,456			$45,409,075			5,305,179			$84,476,531			7,953,473			$104,356,195
Institutional Class
Proceeds from sale of shares		314,221			$5,329,616			1,235,615			$20,966,114			3,409,728			$50,047,627
Reinvestment of dividends and distributions		—			—			79,220			1,358,626			110,323			1,605,193
Cost of shares repurchased		(3,684,919	)		(63,273,987	)		(5,037,941	)		(84,892,884	)		(12,351,646	)		(184,461,259	)
Net Decrease - Institutional Class		(3,370,698	)		($57,944,371	)		(3,723,106	)		($62,568,144	)		(8,831,595	)		($132,808,439	)
Administrative Class
Proceeds from sale of shares		260,548			$4,303,155			1,238,592			$19,876,662			1,951,507			$27,407,534
Reinvestment of dividends and distributions		—			—			62,925			1,046,443			75,644			1,067,334
Cost of shares repurchased		(3,998,588	)		(63,928,308	)		(8,108,256	)		(137,394,391	)		(7,628,411	)		(103,861,980	)
Net Decrease - Administrative Class		(3,738,040	)		($59,625,153	)		(6,806,739	)		($116,471,286	)		(5,601,260	)		($75,387,112	)
Class P
Proceeds from sale of shares		21,946			$376,063			47,881			$794,152			411,323			$5,666,328
Reinvestment of dividends and distributions		—			—			473			8,079			680			9,866
Cost of shares repurchased		(23,069	)		(385,725	)		(407,619	)		(6,379,149	)		(244,715	)		(3,540,289	)
Net Increase (Decrease) - Class P		(1,123	)		($9,662	)		(359,265	)		($5,576,918	)		167,288			$2,135,905
Class R
Proceeds from sale of shares		13,475			$218,841			40,671			$648,276			102,777			$1,413,829
Reinvestment of dividends and distributions		—			—			—			—			1			6
Cost of shares repurchased		(31,738	)		(519,196	)		(131,079	)		(2,017,230	)		(675,753	)		(9,294,919	)
Net Decrease - Class R		(18,263	)		($300,355	)		(90,408	)		($1,368,954	)		(572,975	)		($7,881,084	)

35

Notes to Financial Statements (continued)

	Focused Growth
	November 30, 2011						May 31, 2011						June 30, 2010
	Shares			Amount			Shares			Amount			Shares			Amount
Class A
Proceeds from sale of shares		8,051			$71,492			70,918			$599,209			48,014			$364,167
Reinvestment of dividends and distributions		—			—			15,324			128,417			6,352			48,149
Cost of shares repurchased		(263,003	)		(2,130,015	)		(185,966	)		(1,512,597	)		(267,369	)		(2,004,002	)
Net Decrease - Class A		(254,952	)		($2,058,523	)		(99,724	)		($784,971	)		(213,003	)		($1,591,686	)
Class C
Proceeds from sale of shares		2,852			$24,591			5,744			$45,352			27,425			$200,215
Reinvestment of dividends and distributions		—			—			5,290			43,643			726			5,426
Cost of shares repurchased		(28,480	)		(230,324	)		(58,752	)		(474,633	)		(153,859	)		(1,115,314	)
Net Decrease - Class C		(25,628	)		($205,733	)		(47,718	)		($385,638	)		(125,708	)		($909,673	)
Class D
Proceeds from sale of shares		5,400			$43,141			24,678			$204,296			28,600			$213,939
Reinvestment of dividends and distributions		—			—			7,996			66,924			2,583			19,581
Cost of shares repurchased		(7,259	)		(60,352	)		(8,822	)		(75,639	)		(26,978	)		(209,485	)
Net Increase - Class D		(1,859	)		($17,211	)		23,852			$195,581			4,205			$24,035
Institutional Class
Proceeds from sale of shares		29,282			$250,102			38,101			$325,537			768,979			$5,850,102
Reinvestment of dividends and distributions		—			—			77,582			657,117			63,330			485,111
Cost of shares repurchased		(203,060	)		(1,777,027	)		(1,119,655	)		(9,711,022	)		(12,258,860	)		(91,853,768	)
Net Decrease - Institutional Class		(173,778	)		($1,526,925	)		(1,003,972	)		($8,728,368	)		(11,426,551	)		($85,518,555	)
Administrative Class
Proceeds from sale of shares		—			—			1,277			$10,000			—			—
Reinvestment of dividends and distributions		—			—			49			415			15			$116
Cost of shares repurchased		—			—			(1,130	)		(8,825	)		—			—
Net Increase - Administrative Class		—			—			196			$1,590			15			$116
Class P
Proceeds from sale of shares		—			—			452			$3,788			25,576			$187,068
Reinvestment of dividends and distributions		—			—			511			4,290			37			281
Cost of shares repurchased		(3,970	)		($34,701	)		(9,860	)		(74,182	)		(5,885	)		(45,702	)
Net Increase (Decrease) - Class P		(3,970	)		($34,701	)		(8,897	)		($66,104	)		19,728			$141,647

36

Notes to Financial Statements (continued)

	Mid-Cap
	November 30, 2011						May 31, 2011						June 30, 2010
	Shares			Amount			Shares			Amount			Shares			Amount
Class A
Proceeds from sale of shares		318,343			$7,601,116			1,441,563			$32,077,739			1,806,576			$33,350,675
Reinvestment of dividends and distributions		—			—			7,893			187,226			—			—
Cost of shares repurchased		(890,041	)		(21,228,517	)		(3,328,429	)		(74,391,231	)		(4,541,409	)		(84,882,571	)
Net Decrease—Class A		(571,698	)		($13,627,401	)		(1,878,973	)		($42,126,266	)		(2,734,833	)		($51,531,896	)
Class B
Proceeds from sale of shares		—			—			6,567			$118,753			18,957			$306,631
Cost of shares repurchased		(106,625	)		($2,265,525	)		(316,169	)		(6,164,351	)		(554,843	)		(9,253,000	)
Net Decrease—Class B		(106,625	)		($2,265,525	)		(309,602	)		($6,045,598	)		(535,886	)		($8,946,369	)
Class C
Proceeds from sale of shares		13,391			$285,916			118,798			$2,312,985			143,375			$2,366,309
Cost of shares repurchased		(156,871	)		(3,333,374	)		(1,376,173	)		(26,787,002	)		(693,781	)		(11,330,977	)
Net Decrease—Class C		(143,480	)		($3,047,458	)		(1,257,375	)		($24,474,017	)		(550,406	)		($8,964,668	)
Class D
Proceeds from sale of shares		1,196,995			$27,757,378			56,909			$1,334,619			78,074			$1,463,884
Reinvestment of dividends and distributions		—			—			498			11,905			—			—
Cost of shares repurchased		(129,404	)		(3,090,170	)		(200,695	)		(4,467,045	)		(819,240	)		(14,707,061	)
Net Decrease—Class D		1,067,591			$24,667,208			(143,288	)		($3,120,521	)		(741,166	)		($13,243,177	)
Institutional Class
Proceeds from sale of shares		1,389,223			$34,215,549			2,539,900			$60,903,202			3,627,289			$71,968,901
Reinvestment of dividends and distributions		—			—			45,950			1,153,807			—			—
Cost of shares repurchased		(2,557,131	)		(63,211,191	)		(6,956,009	)		(168,256,179	)		(7,514,096	)		(146,646,025	)
Net Decrease—Institutional Class		(1,167,908	)		($28,995,642	)		(4,370,159	)		($106,199,170	)		(3,886,807	)		($74,677,124	)
Administrative Class
Proceeds from sale of shares		214,690			$5,242,979			664,649			$15,774,101			2,224,816			$41,288,004
Reinvestment of dividends and distributions		—			—			9,175			222,314			—			—
Cost of shares repurchased		(955,524	)		(22,915,143	)		(2,829,422	)		(65,817,863	)		(3,398,662	)		(66,149,625	)
Net Decrease—Administrative Class		(740,834	)		($17,672,164	)		(2,155,598	)		($49,821,448	)		(1,173,846	)		($24,861,621	)
Class P
Proceeds from sale of shares		191,149			$4,513,304			27,796			$649,630			61,399			$1,208,929
Reinvestment of dividends and distributions		—			—			185			4,633			—			—
Cost of shares repurchased		(30,385	)		(758,277	)		(94,202	)		(2,243,379	)		(77,204	)		(1,509,989	)
Net Decrease—Class P		160,764			$3,755,027			(66,221	)		($1,589,116	)		(15,805	)		($301,060	)
Class R
Proceeds from sale of shares		99,073			$2,362,649			219,112			$4,976,499			403,829			$7,454,566
Cost of shares repurchased		(186,496	)		(4,479,007	)		(643,498	)		(14,193,220	)		(1,225,020	)		(22,283,277	)
Net Decrease—Class R		(87,423	)		($2,116,358	)		(424,386	)		($9,216,721	)		(821,191	)		($14,828,711	)

37

Notes to Financial Statements (continued)

	Emerging Companies
	November 30, 2011						May 31, 2011						June 30, 2010
	Shares			Amount			Shares			Amount			Shares			Amount
Institutional Class
Proceeds from sale of shares		128,272			$2,664,010			339,213			$6,709,463			373,355			$5,352,100
Cost of shares repurchased		(312,836	)		(6,436,482	)		(1,319,475	)		(23,687,492	)		(2,015,999	)		(28,702,892	)
Net Decrease - Institutional Class		(184,564	)		($3,772,472	)		(980,262	)		($16,978,029	)		(1,642,644	)		($23,350,792	)
Administrative Class
Proceeds from sale of shares		466,586			$9,552,907			282,540			$5,645,102			102,404			$1,360,489
Cost of shares repurchased		(243,935	)		(4,430,954	)		(200,762	)		(3,839,017	)		(1,152,448	)		(17,475,317	)
Net Increase (Decrease) - Administrative Class		222,651			$5,121,953			81,778			$1,806,085			(1,050,044	)		($16,114,828	)

At November 30, 2011, certain unaffiliated shareholders of record, specifically omnibus accounts, individually or collectively held greater than 10% of the outstanding shares of the following Funds: Capital Appreciation — two collectively own 67%; Focused Growth — two collectively own 34%; Mid-Cap — one owns 30% and Emerging Companies —two collectively own 61%. Transactions by these shareholders may have a material impact on the Funds.

3. Agreements and Transactions with Affiliates

The Trust has entered into Investment Management Agreements (each, an “Investment Management Agreement”) under which Investment Group LLC (the “Investment Manager”), an independently managed subsidiary of Affiliated Managers Group, Inc. (“AMG”), provides or oversees investment management services to the Funds The Investment Manager selects subadvisors for each Fund (subject to Board approval) and monitors the subadvisors’ investment programs and results. Each Fund’s investment portfolio is managed by portfolio managers who serve pursuant to subadvisory agreements with the Investment Manager.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the six months ended November 30, 2011, the annual investment management fee rates, as a percentage of average daily net assets, were as follows:

Fund	Investment Management Fee
Capital Appreciation	0.45%
Focused Growth	0.45%
Mid-Cap	0.45%
Emerging Companies	1.25%

Prior to September 27, 2010, all of the Predecessor Funds, except Allianz CCM Emerging Companies Fund, paid an investment management fee of 0.45%. Allianz CCM Emerging Companies Fund paid an investment management fee of 1.25%, of which Allianz voluntarily waived 0.10%.

Effective September 27, 2010, each Fund entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as each Fund’s administrator (the “Administrator”) and is responsible for all aspects of managing the Funds’ operations, including administration and shareholder services to each Fund, its shareholders, and certain institutions, such as bank trust departments, broker-dealers and registered investment advisers, that advise or act as an intermediary with the Funds’ shareholders. For its services, the Administrator is paid a fee at a rate of 0.25% of average net assets per annum. Prior to September 27, 2010, the predecessor Funds participated in a “unitary” fee structure where Allianz provided administrative services to the Funds and would also bear the cost of most third-party administrative services required by the Funds, including audit, custodial, portfolio accounting, legal and transfer agency.

The Investment Manager for the Funds has contractually agreed, through at least November 1, 2012, to waive fees and pay or reimburse Fund expenses of Capital Appreciation, Focused Growth, Mid-Cap, and Emerging Companies, in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary items) to 0.72%, 0.71%, 0.72% and 1.42%, respectively, of each Fund’s average daily net assets.

The Funds are obligated to repay the Investment Manager such amounts waived, paid, or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Fund’s expenses in any such future year to exceed the above percentages, based on the Fund’s average daily net assets. Prior to September 27, 2010, Allianz voluntarily agreed to waive certain investment management and administrative fees to reduce Fund expenses. For the period prior to September 27, 2010, these fees were not subject to repayment. For the period from September 27, 2010 through November 30, 2011,

38

Notes to Financial Statements (continued)

the Funds made no repayments to the Investment Manager. For the six months ended November 30, 2011, each Fund’s components of reimbursement are detailed in the following chart:

	Capital Appreciation		Focused Growth		Mid-Cap		Emerging Companies
Reimbursement Available - 05/31/11	$	395,154	$	75,545	$	402,960	$	140,302
Additional Reimbursements		268,304		31,562		233,300		75,402
Repayments		—		—		—		—
Expired Reimbursements		—		—		—		—
Reimbursement Available - 11/30/11	$	663,458	$	107,107	$	636,260	$	215,704

Effective January 1, 2011, the aggregate retainer paid to each Independent Trustee is $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts receives an additional payment of $20,000 per year. The Chairman of the Audit Committee receives an additional payment of $8,000 per year. (Prior to January 1, 2011, the aggregate annual retainer paid to each Independent Trustee was $65,000, plus $4,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts received an additional payment of $15,000 per year. The Chairman of the Audit Committee received an additional payment of $5,000 per year.) The Trustees’ fees and expenses are allocated amongst all of the Funds for which the Investment Manager serves as the advisor (the “Managers Funds”) based on the relative net assets of such Funds. The “Trustees fees and expenses” shown in the financial statements represents each Fund’s allocated portion of the total fees and expenses paid by the Managers Funds.

The Funds are distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the principal distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers through brokers, dealers or other financial intermediaries who have executed selling agreements with MDI. Subject to the compensation arrangement discussed below, generally MDI bears all or a portion of the expenses of providing services pursuant to the Underwriting Agreement, including payment of the expenses relating to the distribution of Prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Trust has adopted a distribution and service plan (the “Plan”) with respect to the shares of certain classes of the Funds, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of the FINRA regarding asset-based sales charges. Pursuant to the Plan, each Fund may compensate the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each such class of the Fund’s shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor up to a certain percentage annually of the Fund’s average daily net assets attributable to each respective class shares.

The Plan further provides for periodic payments by the Trust or MDI to brokers, dealers and other financial intermediaries for providing shareholder services and for promotional and other sales related costs. The portion of payments by the Investor Class shares of a Fund for shareholder servicing may not exceed a certain annual percentage rate of the average daily net asset value of the Fund’s shares of each class owned by its clients of such broker, dealer or financial intermediary. The annual percentages of daily net assets for 12b-1 fees congruent with the Plan for each applicable share class of the Funds are detailed in the chart below:

Fund	12b-1 Fees
Capital Appreciation
Class A		0.25	%
Class B		1.00	%
Class C		1.00	%
Class D		0.25	%
Class R		0.50	%
Focused Growth
Administrative Class		0.05	%
Class A		0.25	%
Class C		1.00	%%
Class D		0.25	%
Mid-Cap Fund
Class A		0.25	%
Class B		1.00	%
Class C		1.00	%
Class D		0.25	%
Class R		0.50	%

Prior to September 27, 2010, the Predecessor Funds paid 12b-1 fees to AGID of 1.00% on all Class B and Class C shares, 0.25% on all Class A and Class D shares, and 0.50% on all Class R shares. Other share classes did not pay a 12b-1 fee prior to September 27, 2010.

The Securities and Exchange Commission granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible Managers Funds. Participation in this interfund lending program is voluntary for both borrowing and lending Funds, and an interfund loan is

39

Notes to Financial Statements (continued)

only made if it benefits each participating Fund. The Investment Manager administers the program according to procedures approved by the Board and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating Funds. For the six months ended November 30, 2011, the following Funds lent to other Managers Funds: Mid-Cap lent varying amounts up to $4,761,209 for 9 days earning interest of $821, Emerging Companies lent $511,429 for 1 day earning interest of $15. The interest amount is included in the Statement of Operations in interest income. For the six months ended November 30, 2011, the following Funds borrowed from other Managers Funds: Focused Growth borrowed $1,781,138 for 1 day paying interest of $53, Mid-Cap borrowed $1,147,487 for 1 day paying interest of $34. Emerging Companies borrowed varying amounts up to $1,469,074 for 2 day paying interest of $57. The interest amount is included in the Statement of Operations as part of miscellaneous expense.

4. Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the six months ended November 30, 2011, were as follows:

Fund	Purchases		Sales
Capital Appreciation	$	412,432,710	$	494,555,879
Focused Growth		7,531,430		11,375,283
Mid-Cap		352,410,606		377,763,999
Emerging Companies		33,262,459		31,741,459

The Funds had no purchases or sales of U. S. Government obligations for the six months months ended November 30, 2011.

5. Commitments and Contingencies

In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, the Funds have not had prior claims or losses and expects the risks of material loss to be remote.

6. New Accounting Pronouncement

In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU 2011-04 requires common fair value measurement and disclosure requirements between U.S. GAAP and International Financial Reporting Standards. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU No. 2011-04 and its impact on the financial statements.

7. Subsequent Events

The Funds have determined that no additional material events or transactions occurred through the issuance of the Funds’ financial statements, which require additional disclosure in or adjustment of the Funds’ financial statements.

40

Annual Renewal of Investment Advisory Agreements (unaudited)

On June 9-10, 2011, the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for each of the Funds identified below and the Subadvisory Agreement with respect to each Fund. The Independent Trustees were separately represented by independent counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (each a “Peer Group”), performance information for relevant benchmark indices (each a “Fund Benchmark”) and, with respect to the Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 9-10, 2011, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisor under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

Nature, extent and quality of services.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager relating to the performance of its duties with respect to the Funds and the Trustees’ familiarity with the Investment Manager’s management through Board meetings, discussions and reports. In the course of their deliberations regarding the Investment Management Agreement, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadvisor; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance programs. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.

For each Fund, the Trustees also reviewed information relating to the Subadvisor’s operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding the Subadvisor’s organizational and management structure and the Subadvisor’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individual or individuals at the Subadvisor with portfolio management responsibility for the Funds, including the information set forth in each Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by the Subadvisor in the past; (b) the qualifications and experience of the Subadvisor’s personnel; and (c) the Subadvisor’s compliance programs. The Trustees also took into account the financial condition of the Subadvisor with respect to its ability to provide the services required under each Subadvisory Agreement. The Trustees also considered the Subadvisor’s risk management processes.

Performance.

As noted above, the Board considered each Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the Subadvisor’s performance as compared to an appropriate peer group of managed accounts and also considered the gross performance of the Fund as compared to the Subadvisor’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about the Fund’s performance results, portfolio composition and the Subadvisor’s Investment Strategies. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadvisor. The Board also noted the Subadvisor’s performance record with respect to the Funds. The Board was mindful of the Investment Manager’s attention to monitoring the Subadvisor’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.

Advisory Fees and Profitability.

In considering the reasonableness of the advisory fee charged by the Investment Manager for managing each Fund, the Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadvisor and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a “manager-of-managers” complex of mutual funds. The Trustees concluded that, in light of the additional high quality supervisory services provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by each Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain expense limitations for the Funds.

41

Annual Renewal of Investment Advisory Agreements (continued)

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the Managers Family of Funds, the cost of providing such services and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also noted the current and potential asset levels of each Fund and the willingness of the Investment Manager to waive fees and pay expenses for all of the Funds from time to time as a means of limiting total expenses. The Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Trustees also considered management’s discussion of the current asset levels of the Funds, including the effect on assets attributable to the economic and market conditions since 2008, and considered the impact on profitability of the current asset levels and any future growth of assets of the Funds. The Board took into account management’s discussion of the current advisory fee structure. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Funds operate in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for any Fund at this time. With respect to economies of scale, the Trustees also noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.

Subadvisory Fees and Profitability.

In considering the reasonableness of the fee payable by the Investment Manager to the Subadvisor, the Trustees relied on the ability of the Investment Manager to negotiate the terms of each Subadvi-sory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Subadvisor is not affiliated with the Investment Manager. In addition, the Trustees considered other potential benefits of the subadvisory relationship to the Subadvisor, including, among others, the indirect benefits that the Subadvisor may receive from the Subadvisor’s relationship with the Funds, including any so-called “fallout benefits” to the Subadvisor, such as reputational value derived from the Subadvisor serving as Subadvisor to the Funds, which bear the Subadvisor’s name. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. Accordingly, the cost of services to be provided by the Subadvisor and the profitability to the Subadvisor of its relationship with a Fund were not material factors in the Trustees’ deliberations. For similar reasons, and based on the current size each Fund managed by the Subadvisor, the Trustees concluded that any economies of scale being realized by the Subadvisor was not a material factor in the Trustees’ deliberations at this time.

In addition to the foregoing, the Trustees considered the specific factors and related conclusions set forth below with respect to each Fund.

MANAGERS CADENCE CAPITAL APPRECIATION FUND

Fund Performance.

Among other information relating to the Fund’s performance (including the Fund’s performance for periods prior to its acquisition by the Trust on September 27, 2010), the Trustees noted that the Fund’s performance for Class D shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2011 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the Russell 1000^® Growth Index. The Trustees took into account management’s discussion of the Fund’s performance and the Fund’s improved performance over the 1-year period. The Trustees noted the impact of the Fund’s underperformance in 2008 and 2009 on the Fund’s longer-term performance. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

Advisory Fees.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2011 were both lower than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through November 1, 2012, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.72%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

MANAGERS CADENCE EMERGING COMPANIES FUND

Fund Performance.

Among other information relating to the Fund’s performance (including the Fund’s performance for periods prior to its acquisition by the Trust on September 27, 2010), the Trustees noted that the Fund’s performance (all share classes) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2011 was above, above, below and above, respectively, the median performance of the Peer Group and above the performance of the Fund Benchmark, the Russell Micro-cap^® Growth Index. The Trustees took into account management’s discussion of the Fund’s performance and noted the Fund’s strong recent performance versus its peers. The Trustees concluded that the Fund’s performance has been satisfactory.

Advisory Fees.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2011 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through November 1, 2012, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.42%. The Trustees also took into account management’s discussion of the

42

Annual Renewal of Investment Advisory Agreements (continued)

Fund’s expenses. The Board also took into account the current size of the Fund and the Peer Group in which the Fund is placed. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

MANAGERS CADENCE FOCUSED GROWTH FUND

Fund Performance.

Among other information relating to the Fund’s performance (including the Fund’s performance for periods prior to its acquisition by the Trust on September 27, 2010), the Trustees noted that the Fund’s performance for Institutional Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2011 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the Russell 1000^® Growth Index. The Trustees took into account management’s discussion of the Fund’s more recent improved performance. The Trustees concluded that the Fund’s performance is being addressed.

Advisory Fees.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2011 were both lower than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through November 1, 2012, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.71%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

MANAGERS CADENCE MID-CAP FUND

Fund Performance.

Among other information relating to the Fund’s performance (including the Fund’s performance for periods prior to its acquisition by the Trust on September 27, 2010), the Trustees noted that the Fund’s performance for Institutional Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2011 was above,

below, below and below, respectively, the median performance of the Peer Group and above, below, below and below, respectively, the performance of the Fund Benchmark, the Russell Midcap^® Growth Index. The Trustees also took into account management’s discussion of the Fund’s performance. The Trustees noted the impact of the Fund’s underperformance in 2008 and 2009 on its longer-term performance. The Trustees concluded that the Fund’s performance has been satisfactory in light of all factors considered.

Advisory Fees.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2011 were both lower than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through November 1, 2012, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.72%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

*    *    *    *    *

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management Agreement and each Subadvisory Agreement: (a) the Investment Manager and the Subadvisor have demonstrated that they possess the capability and resources to perform the duties required of them under the Investment Management Agreement and each Subadvisory Agreement; (b) the Subadvi-sor’s Investment Strategy is appropriate for pursuing the applicable Fund’s investment objectives; and (c) the Investment Manager and the Subadvisor maintain appropriate compliance programs.

Based on all of the above-mentioned factors and related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 9-10, 2011, the Trustees, including a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreements (as applicable) for each Fund.

43

Investment Manager and Administrator

Managers Investment Group LLC

333 W. Wacker Drive

Suite 1200

Chicago, IL 60606

(800) 835-3879

Distributor

Managers Distributors, Inc.

333 W. Wacker Drive

Suite 1200

Chicago, IL 60606

(800) 835-3879

Custodian

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

Legal Counsel

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.*

Attn: Managers

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

Trustees

Jack W. Aber

Christine C. Carsman

William E. Chapman, II

Edward J. Kaier

Steven J. Paggioli

Eric Rakowski

Thomas R. Schneeweis

John H. Streur

* Formerly PNC Global Investment Servicing (U.S.) Inc.

MANAGERSAND MANAGERS AMG FUNDS

EQUITY FUNDS		BALANCED FUNDS
CADENCE CAPITAL APPRECIATION	INTERNATIONAL EQUITY	CHICAGO EQUITY PARTNERS BALANCED
CADENCE FOCUSED GROWTH	AllianceBernstein L.P.	Chicago Equity Partners, LLC
CADENCE MID-CAP	Lazard Asset Management, LLC
CADENCE EMERGING COMPANIES	Martin Currie Inc.	ALTERNATIVE FUNDS
Cadence Capital Management, LLC
	REAL ESTATE SECURITIES	FQ GLOBAL ALTERNATIVES
CHICAGO EQUITY PARTNERS MID-CAP	Urdang Securities Management, Inc.	FQ GLOBAL ESSENTIALS
Chicago Equity Partners, LLC		First Quadrant, L.P.
	RENAISSANCE LARGE CAP GROWTH
EMERGING MARKETS EQUITY	Renaissance Group LLC	INCOME FUNDS
Rexiter Capital Management Limited
Schroder Investment Management North America Inc.	SKYLINE SPECIAL EQUITIES	BOND (MANAGERS)
	PORTFOLIO	FIXED INCOME
ESSEX SMALL/MICRO CAP GROWTH	Skyline Asset Management, L.P.	GLOBAL BOND
Essex Investment Management Co., LLC		Loomis, Sayles & Co., L.P.
	SPECIAL EQUITY
FQ TAX-MANAGED U.S. EQUITY	Ranger Investment Management, L.P.	BOND (MANAGERS PIMCO) Pacific Investment Management Co. LLC
FQ U.S. EQUITY	Lord, Abbett & Co. LLC
First Quadrant, L.P.	Smith Asset Management Group, L.P. Federated MDTA LLC	CALIFORNIA INTERMEDIATE TAX-FREE
		Miller Tabak Asset Management LLC
FRONTIER SMALL CAP GROWTH
Frontier Capital Management Company, LLC	SYSTEMATIC VALUE	GW&K MUNICIPAL BOND
	SYSTEMATIC MID CAP VALUE	GW&K MUNICIPAL ENHANCED YIELD
GW&K SMALL CAP EQUITY	Systematic Financial Management, L.P.	Gannett Welsh & Kotler, LLC
Gannett Welsh & Kotler, LLC
	TIMESSQUARE MID CAP GROWTH	HIGH YIELD
MICRO-CAP	TIMESSQUARE SMALL CAP GROWTH	J.P. Morgan Investment Management LLC
Lord, Abbett & Co. LLC	TSCM GROWTH EQUITY
WEDGE Capital Management L.L.P.	TimesSquare Capital Management, LLC	INTERMEDIATE DURATION GOVERNMENT
Next Century Growth Investors LLC		SHORT DURATION GOVERNMENT
RBC Global Asset Management (U.S.) Inc.	TRILOGY GLOBAL EQUITY	Smith Breeden Associates, Inc.
	TRILOGY EMERGING MARKETS EQUITY
	TRILOGY INTERNATIONAL SMALL CAP
	Trilogy Global Advisors, L.P.
This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by Managers Distributors, Inc., member FINRA. A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) Web site at www. sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov. The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330. To review a complete list of the Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.
www.managersinvest.com

Item 2. CODE OF ETHICS

Not applicable for the semi-annual shareholder report.

Item 3. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for the semi-annual shareholder report.

Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for the semi-annual shareholder report.

Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

Item 6. SCHEDULE OF INVESTMENTS

The schedule of investments in unaffiliated issuers as of the close of the reporting period is included as part of the shareholder report contained in Item 1 hereof.

Item 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS

Not applicable.

Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 11. CONTROLS AND PROCEDURES

(a) The registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes in the registrant’s internal control over financial reporting during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Item 12. EXHIBITS

(a)  (1)   Not applicable.

(a)  (2)   Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940—Filed herewith.

(a)  (3)   Not applicable.

(b)   Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940—Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE MANAGERS FUNDS
By:	/s/ Keitha L. Kinne
	Keitha L. Kinne, President

Date: February 3, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Keitha L. Kinne
	Keitha L. Kinne, President

Date: February 3, 2012

By:	/s/ Donald S. Rumery
	Donald S. Rumery, Chief Financial Officer

Date: February 3, 2012