AMG Funds II N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06431

MANAGERS TRUST II

(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:	DECEMBER 31
Date of reporting period:	JANUARY 1, 2011 – JUNE 30, 2011
	(Semi-Annual Shareholder Report)

Item 1. Reports to Shareholders

SEMI-ANNUAL REPORT

Managers Funds

June 30, 2011

Managers AMG Chicago Equity Partners Mid-Cap Fund

Managers AMG Chicago Equity Partners Balanced Fund

Managers High Yield Fund

Managers Fixed Income Fund

SAR009-0611

Managers Funds

Semi-Annual Report – June 30, 2011 (unaudited)

TABLE OF CONTENTS	Page
ABOUT YOUR FUND’S EXPENSES		1
FUND PERFORMANCE		3
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
Managers AMG Chicago Equity Partners Mid-Cap Fund		5
Managers AMG Chicago Equity Partners Balanced Fund		9
Managers High Yield Fund		15
Managers Fixed Income Fund		25
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		32
FINANCIAL STATEMENTS:
Statements of Assets and Liabilities		35
Fund balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statements of Operations		36
Detail of sources of income, Fund expenses, and realized and unrealized gains (losses) during the period
Statements of Changes in Net Assets		37
Detail of changes in Fund assets for the past two periods
FINANCIAL HIGHLIGHTS		39
Historical net asset values per share, distributions, total returns, expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL STATEMENTS		48
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		55

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 June 30, 2011	Expense Ratio for the Period			Beginning Account Value 01/01/2011		Ending Account Value 06/30/2011		Expenses Paid During Period*
Managers AMG Chicago Equity Partners Mid-Cap Fund Class A
Based on Actual Fund Return		1.24	%	$	1,000	$	1,129	$	6.55
Based on Hypothetical 5% Annual Return		1.24	%	$	1,000	$	1,019	$	6.21
Managers AMG Chicago Equity Partners Mid-Cap Fund Class B1
Based on Actual Fund Return		1.99	%	$	1,000	$	1,126	$	10.49
Based on Hypothetical 5% Annual Return		1.99	%	$	1,000	$	1,015	$	9.94
Managers AMG Chicago Equity Partners Mid-Cap Fund Class C
Based on Actual Fund Return		1.99	%	$	1,000	$	1,125	$	10.48
Based on Hypothetical 5% Annual Return		1.99	%	$	1,000	$	1,015	$	9.94
Managers AMG Chicago Equity Partners Mid-Cap Fund Institutional Class
Based on Actual Fund Return		0.99	%	$	1,000	$	1,131	$	5.23
Based on Hypothetical 5% Annual Return		0.99	%	$	1,000	$	1,020	$	4.96
Managers AMG Chicago Equity Partners Balanced Fund Class A
Based on Actual Fund Return		1.25	%	$	1,000	$	1,069	$	6.41
Based on Hypothetical 5% Annual Return		1.25	%	$	1,000	$	1,019	$	6.26
Managers AMG Chicago Equity Partners Balanced Fund Class B1
Based on Actual Fund Return		2.00	%	$	1,000	$	1,065	$	10.24
Based on Hypothetical 5% Annual Return		2.00	%	$	1,000	$	1,015	$	9.99
Managers AMG Chicago Equity Partners Balanced Fund Class C
Based on Actual Fund Return		2.00	%	$	1,000	$	1,066	$	10.24
Based on Hypothetical 5% Annual Return		2.00	%	$	1,000	$	1,015	$	9.99
Managers AMG Chicago Equity Partners Balanced Fund Institutional Class
Based on Actual Fund Return		1.00	%	$	1,000	$	1,070	$	5.13
Based on Hypothetical 5% Annual Return		1.00	%	$	1,000	$	1,020	$	5.01

1

About Your Fund’s Expenses (continued)

Six Months Ended June 30, 2011	Expense Ratio for the Period			Beginning Account Value 01/01/2011		Ending Account Value 06/30/2011		Expenses Paid During Period*
Managers High Yield Fund Class A
Based on Actual Fund Return		1.15	%	$	1,000	$	1,041	$	5.82
Based on Hypothetical 5% Annual Return		1.15	%	$	1,000	$	1,019	$	5.76
Managers High Yield Fund Class B1
Based on Actual Fund Return		1.90	%	$	1,000	$	1,036	$	9.59
Based on Hypothetical 5% Annual Return		1.90	%	$	1,000	$	1,015	$	9.49
Managers High Yield Fund Class C
Based on Actual Fund Return		1.90	%	$	1,000	$	1,036	$	9.59
Based on Hypothetical 5% Annual Return		1.90	%	$	1,000	$	1,015	$	9.49
Managers High Yield Fund Institutional Class
Based on Actual Fund Return		0.90	%	$	1,000	$	1,043	$	4.56
Based on Hypothetical 5% Annual Return		0.90	%	$	1,000	$	1,020	$	4.51
Managers Fixed Income Fund Class A
Based on Actual Fund Return		0.84	%	$	1,000	$	1,043	$	4.26
Based on Hypothetical 5% Annual Return		0.84	%	$	1,000	$	1,021	$	4.21
Managers Fixed Income Fund Class B2
Based on Actual Fund Return		1.59	%	$	1,000	$	1,038	$	8.04
Based on Hypothetical 5% Annual Return		1.59	%	$	1,000	$	1,017	$	7.95
Managers Fixed Income Fund Class C
Based on Actual Fund Return		1.59	%	$	1,000	$	1,039	$	8.04
Based on Hypothetical 5% Annual Return		1.59	%	$	1,000	$	1,017	$	7.95
Managers Fixed Income Fund Institutional Class
Based on Actual Fund Return		0.59	%	$	1,000	$	1,044	$	2.99
Based on Hypothetical 5% Annual Return		0.59	%	$	1,000	$	1,022	$	2.96

^* 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 (181), then divided by 365.

¹ Effective at the close of business on June 30, 2011, all B shares converted to A shares.

² Effective at the close of business on June 30, 2011, shares are no longer available for purchase.

2

Fund Performance

All periods ended June 30, 2011 (unaudited)

Average Annual Total Returns1			Six Months			1 Year			5 Years			10 Years			Inception Date
Managers AMG Chicago Equity Partners Mid-Cap Fund 3,11	Class A	No Load		12.93	%		47.90	%		4.28	%		6.47	%		01/02/97
	Class A	With Load		6.43	%		39.44	%		3.05	%		5.84	%		01/02/97
	Class B†	No Load		12.55	%		46.45	%		3.43	%		5.74	%		01/28/98
	Class B†	With Load		7.55	%		41.45	%		3.08	%		5.74	%		01/28/98
	Class C	No Load		12.49	%		46.44	%		3.38	%		5.72	%		02/19/98
	Class C	With Load		11.49	%		45.44	%		3.38	%		5.72	%		02/19/98
	Institutional Class	No Load		13.05	%		47.92	%		4.42	%		6.77	%		01/02/97
Russell Midcap® Index4				8.08	%		38.47	%		5.30	%		7.59	%
Managers AMG Chicago Equity Partners Balanced Fund 2,5,10,11	Class A	No Load		6.89	%		20.27	%		6.07	%		5.07	%		01/02/97
	Class A	With Load		0.76	%		13.34	%		4.82	%		4.45	%		01/02/97
	Class B†	No Load		6.53	%		19.39	%		5.31	%		4.41	%		02/10/98
	Class B†	With Load		1.53	%		14.39	%		4.98	%		4.41	%		02/10/98
	Class C	No Load		6.56	%		19.43	%		5.31	%		4.41	%		02/13/98
	Class C	With Load		5.56	%		18.43	%		5.31	%		4.41	%		02/13/98
	Institutional Class	No Load		7.04	%		20.58	%		6.36	%		5.44	%		01/02/97
60% S&P 500 Index & 40% Barclays Capital U.S. Aggregate Bond Index6				4.83	%		19.60	%		5.25	%		4.57	%
Managers High Yield Fund 2,5,7,11	Class A	No Load		4.13	%		14.82	%		7.14	%		8.27	%		01/02/98
	Class A	With Load		(0.25	)%		10.00	%		6.21	%		7.80	%		01/02/98
	Class B†	No Load		3.61	%		13.91	%		6.21	%		7.50	%		02/19/98
	Class B†	With Load		(1.39	)%		8.91	%		5.91	%		7.50	%		02/19/98
	Class C	No Load		3.61	%		13.91	%		6.25	%		7.53	%		02/19/98
	Class C	With Load		2.61	%		12.91	%		6.25	%		7.53	%		02/19/98
	Institutional Class	No Load		4.26	%		15.19	%		7.47	%		8.68	%		03/02/98
Barclays Capital U.S. Corporate High Yield Bond Index8				4.97	%		15.63	%		9.30	%		8.99	%
Managers Fixed Income Fund 2,5,10,11	Class A	No Load		4.30	%		8.73	%		7.56	%		6.37	%		01/02/97
	Class A	With Load		(0.14	)%		4.10	%		6.63	%		5.91	%		01/02/97
	Class B††	No Load		3.84	%		7.86	%		6.76	%		5.66	%		03/20/98
	Class B††	With Load		(1.16	)%		2.86	%		6.45	%		5.66	%		03/20/98
	Class C	No Load		3.91	%		7.92	%		6.75	%		5.67	%		03/05/98
	Class C	With Load		2.91	%		6.92	%		6.75	%		5.67	%		03/05/98
	Institutional Class	No Load		4.43	%		8.89	%		7.82	%		6.73	%		01/02/97
Barclays Capital U.S. Aggregate Bond Index9				2.72	%		3.90	%		6.52	%		5.74	%

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.

3

Fund Performance (continued)

Performance differences among the share classes are due to differences in sales charge structures and class expenses. Returns shown reflect maximum sales charge of 5.75% on Class A (4.25% maximum for Managers High Yield and Fixed Income Funds), as well as the applicable contingent deferred sales charge (CDSC) on both 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 and class(es), investors should 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.

^†  Effective at the close of business on June 30, 2011, all B shares converted to A shares.

^††  Effective at the close of business on June 30, 2011, shares are no longer available for purchase.

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 June 30, 2011. All returns are in U.S. dollars ($).

² Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed-income securities to fall.

³  The Fund or strategy 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 a limited number of products.

⁴  The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which represent approximately 25 percent of the total market capitalization of the Russell 1000 Index. Unlike the Fund, the Russell Midcap^® Index is unmanaged, is not available for investment, and does not incur expenses.

⁵  The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors.

⁶  The benchmark is composed of 60% S&P 500 Index and 40% Barclays Capital U.S. Aggregate Bond Index. The S&P 500 Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc.

⁷  The Fund holds securities in which the issuer of the security may default or otherwise be unable to honor a financial obligation. The Fund holds securities rated below investment grade that are especially susceptible to this risk. These issuers may be involved in bankruptcy proceedings, reorganizations, or financial restructurings, and are not as strong financially as higher-rated issuers.

⁸  The Barclays Capital U.S. Corporate High Yield Bond Index is a total return performance benchmark for fixed income securities having a maximum quality rating of Ba1 (as determined by Moody’s Investors Service). Unlike the Fund, the Barclays Capital U.S. Corporate High Yield Bond Index is unmanaged, is not available for investment, and does not incur expenses.

⁹  The Barclays Capital U.S. Aggregate Bond Index is an index of the U.S. investment-grade fixed-rate bond market, including both government and corporate bonds. Unlike the Fund, the Barclays Capital U.S. Aggregate Bond Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁰ Many bonds have call provisions which allow the debtors to pay them back before maturity. This is especially true with mortgage securities, which can be paid back anytime. Typically debtors prepay their debt when it is to their advantage (when interest rates drop making a new loan at current rates more attractive), and thus likely to the disadvantage of bondholders, who may have to reinvest prepayment proceeds in securities with lower yields. Prepayment risk will vary depending on the provisions of the security and current interest rates relative to the interest rate of the debt.

¹¹ From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

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

4

Managers AMG Chicago Equity Partners Mid-Cap Fund

Fund Snapshots

June 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers AMG CEP Mid-Cap Fund**			Russell Midcap®  Index
Financials		18.6	%		18.9	%
Information Technology		16.9	%		13.7	%
Industrials		16.6	%		12.9	%
Consumer Discretionary		12.0	%		15.3	%
Health Care		11.2	%		10.3	%
Materials		7.3	%		6.9	%
Utilities		5.9	%		6.3	%
Energy		5.6	%		8.5	%
Consumer Staples		3.8	%		5.9	%
Telecommunication Services		0.9	%		1.3	%
Other Assets and Liabilities		1.2	%		0.0	%

** As a percentage of net assets

Top Ten Holdings

Top Ten Holdings	% of Net Assets
Gartner, Inc.		2.1	%
Rayonier, Inc.		2.1
Kennametal, Inc.*		2.0
KBR, Inc.		1.8
AMERIGROUP Corp.		1.8
National Retail Properties, Inc.		1.7
Polaris Industries, Inc.		1.7
Domtar Corp.		1.5
Anixter International, Inc.*		1.5
Health Net, Inc.		1.5
Top Ten as a Group		17.7	%

* Top Ten Holding at December 31, 2010

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 AMG Chicago Equity Partners Mid-Cap Fund

Schedule of Portfolio Investments

June 30, 2011 (unaudited)

	Shares			Value
Common Stocks - 98.8%
Consumer Discretionary - 12.0%
American Greetings Corp., Class A		11,900		$	286,076
Brinker International, Inc.		12,200			298,412
Deckers Outdoor Corp.*		2,700			237,978
Dillard’s, Inc., Class A		5,100	2		265,914
DISH Network Corp., Class A*		6,500			199,355
Foot Locker, Inc.		21,300			506,088
Fossil, Inc.*		5,275			620,973
GameStop Corp.*		6,700	2		178,689
Interpublic Group of Companies, Inc.		9,500			118,750
Lear Corp.		3,700			197,876
PetSmart, Inc.		3,100			140,647
Polaris Industries, Inc.		7,100			789,307
Signet Jewelers, Ltd.*		5,700			266,817
Tractor Supply Co.		5,200			347,776
TRW Automotive Holdings Corp.*		4,300			253,829
Tupperware Brands Corp.		4,100			276,545
Weight Watchers International, Inc.		3,800			286,786
Williams-Sonoma, Inc.		11,500			419,635
Total Consumer Discretionary					5,691,453
Consumer Staples - 3.8%
Constellation Brands, Inc.*		3,700			77,034
Corn Products International, Inc.		9,600			530,688
Hansen Natural Corp.*		4,600			372,370
Herbalife, Ltd.		3,600			207,504
Hormel Foods Corp.		10,300			307,043
Ralcorp Holdings, Inc.*		2,200			190,476
Smithfield Foods, Inc.*		6,000			131,220
Total Consumer Staples					1,816,335
Energy - 5.6%
Atwood Oceanics, Inc.*		10,300			454,539
Berry Petroleum Co., Class A		5,500			292,215
Cabot Oil & Gas Corp.		7,400			490,694
CAL Dive International, Inc.*		16,600			274,896
CARBO Ceramics, Inc.		800			130,360
Patterson-UTI Energy, Inc.		6,500			205,465
Rosetta Resources, Inc.*		4,100			211,314

	Shares			Value
Seacor Holdings, Inc.		1,900		$	189,924
Tesoro Corp.*		16,300			373,433
Total Energy					2,622,840
Financials - 18.6%
Allied World Assurance Co. Holdings, Ltd.		6,500			374,270
American Campus Communities, Inc.		10,100			358,752
American Capital Agency Corp.		8,700			253,257
Arch Capital Group, Ltd.*		3,900			124,488
Assurant, Inc.		15,000			544,050
Cathay General Bancorp		24,000			393,360
CBL & Associates Properties, Inc.		11,800			213,934
Commerce Bancshares, Inc.		6,740			289,820
Commonwealth REIT		15,200			392,768
Eaton Vance Corp.		7,900			238,817
Equity One, Inc.		3,800			70,832
Forest City Enterprises, Inc., Class A*		4,500			84,015
Hospitality Properties Trust		2,900			70,325
Huntington Bancshares, Inc.		96,900			635,664
MFA Financial, Inc.		60,800			488,832
National Retail Properties, Inc.		33,300	2		816,183
Platinum Underwriter Holdings, Ltd.		6,900			229,356
Raymond James Financial, Inc.		11,900			382,585
Rayonier, Inc.		15,200			993,320
Realty Income Corp.		9,300	2		311,457
Senior Housing Properties Trust		17,700			414,357
SVB Financial Group*		6,800			406,028
Torchmark Corp.		3,000			192,420
Waddell & Reed Financial, Inc.		12,000			436,200
Webster Financial Corp.		4,400			92,488
Total Financials					8,807,578
Health Care - 11.2%
AMERIGROUP Corp.*		11,900			838,593
Charles River Laboratories International, Inc.*		8,200			333,330
Cooper Companies, Inc., The		6,600			522,984
Coventry Health Care, Inc.*		8,000			291,760
Health Net, Inc.*		21,900			702,771
Hill-Rom Holdings, Inc.		4,700			216,388
Kinetic Concepts, Inc.*		11,500			662,745

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

6

Managers AMG Chicago Equity Partners Mid-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares			Value
Health Care - 11.2% (continued)
Medicis Pharmaceutical Corp., Class A		14,500	2	$	553,465
Mettler-Toledo International, Inc.*		700			118,069
Quality Systems, Inc.		4,200			366,660
Sirona Dental Systems, Inc.*		3,300			175,230
Techne Corp.		2,400			200,088
United Therapeutics Corp.*		5,500			303,050
Total Health Care					5,285,133
Industrials - 16.6%
AGCO Corp.*		6,100			301,096
Alaska Airgroup, Inc.*		5,600			383,376
Alexander & Baldwin, Inc.		2,100			101,136
Bucyrus International, Inc.		3,100			284,146
Chicago Bridge & Iron Co., N.V.		2,800			108,920
CLARCOR, Inc.		5,900			278,952
Corporate Executive Board Co.		7,600			331,740
Crane Co.		8,700			429,867
EMCOR Group, Inc.*		10,500			307,755
Esterline Technologies Corp.*		900			68,760
Gardner Denver, Inc.		2,600			218,530
Herman Miller, Inc.		7,300			198,706
Hubbell, Inc.		4,300			279,285
J.B. Hunt Transport Services, Inc.		6,000			282,540
KBR, Inc.		23,000			866,870
Kennametal, Inc.		22,600			953,946
Manpower, Inc.		6,200			332,630
Rollins, Inc.		10,700			218,066
Ryder System, Inc.		1,400			79,590
Snap-On, Inc.		2,200			137,456
Timken Co.		12,400			624,960
Toro Co., The		5,200			314,600
Towers Watson & Co., Class A		5,300			348,263
Triumph Group, Inc.		1,200			119,496
Werner Enterprises, Inc.		10,300			258,015
Total Industrials					7,828,701
Information Technology - 16.9%
ACI Worldwide, Inc.*		7,500			253,275
Alliance Data Systems Corp.*		2,500	2		235,175

	Shares			Value
Anixter International, Inc.		11,000		$	718,740
Atmel Corp.*		31,200			438,984
Convergys Corp.*		49,800			679,272
Cypress Semiconductor Corp.*		9,300			196,602
Factset Research Systems, Inc.		2,125			217,430
Gartner, Inc.*		25,000			1,007,250
Global Payments, Inc.		6,300			321,300
IAC/InterActiveCorp*		3,500			133,595
Integrated Device Technology, Inc.*		50,100	2		393,786
International Rectifier Corp.*		11,300			316,061
Jabil Circuit, Inc.		4,800			96,960
MICROS Systems, Inc.*		9,300			462,303
NCR Corp.*		18,100			341,909
Polycom, Inc.*		6,200			398,660
Riverbed Technology, Inc.*		6,600			261,294
Solera Holdings, Inc.		7,100			420,036
TIBCO Software, Inc.*		10,400			301,808
Varian Semiconductor Equipment Associates, Inc.*		2,900			178,176
Veeco Instruments, Inc.*		4,500	2		217,845
Vishay Intertechnology, Inc.*		18,200			273,728
Zebra Technologies Corp.*		2,800			118,076
Total Information Technology					7,982,265
Materials - 7.3%
AptarGroup, Inc.		4,000			209,360
Cabot Corp.		14,600			582,102
Coeur d’Alene Mines Corp.*		5,200			126,152
Domtar Corp.		7,600			719,872
Lubrizol Corp.		2,500			335,675
Reliance Steel & Aluminum Co.		4,300			213,495
Steel Dynamics, Inc.		11,500			186,875
Temple-Inland, Inc.		4,300			127,882
Westlake Chemical Corp.		7,300			378,870
Worthington Industries, Inc.		25,400			586,740
Total Materials					3,467,023
Telecommunication Services - 0.9%
Level 3 Communications, Inc.*		52,600	2		128,344
MetroPCS Communications, Inc.*		16,800			289,128
Total Telecommunication Services					417,472

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

7

Managers AMG Chicago Equity Partners Mid-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Utilities - 5.9%
Alliant Energy Corp.		7,300	$	296,818
DPL, Inc.		4,600		138,736
Energen Corp.		7,300		412,450
Idacorp, Inc.		9,600		379,200
Integrys Energy Group, Inc.		6,400		331,776
NiSource, Inc.		29,500		597,375
Northeast Utilities		9,400		330,598
NV Energy, Inc.		14,000		214,900
Pepco Holdings, Inc.		4,400		86,372
Total Utilities				2,788,225
Total Common Stocks (cost $39,240,565)				46,707,025

	Shares		Value
Short-Term Investments - 6.0%1
BNY Institutional Cash Reserves Fund, Series B*4,9		159,721	$	127,634
BNY Mellon Overnight Government Fund, 0.08%4		2,051,726		2,051,726
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%		655,297		655,297
Total Short-Term Investments (cost $2,866,744)				2,834,657
Total Investments - 104.8% (cost $42,107,309)				49,541,682
Other Assets, less Liabilities - (4.8)%				(2,252,683	)
Net Assets - 100.0%			$	47,288,999

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

8

Managers AMG Chicago Equity Partners Balanced Fund

Fund Snapshots

June 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers AMG CEP Balanced Fund**
U. S. Government and Agency Obligations		37.5	%
Information Technology		11.4	%
Financials		8.9	%
Industrials		8.8	%
Health Care		6.5	%
Consumer Discretionary		6.3	%
Energy		6.2	%
Consumer Staples		5.3	%
Materials		2.5	%
Utilities		2.3	%
Telecommunication Services		1.5	%
Mortgage-Backed Securities		1.4	%
Asset-Backed Securities		0.0	%
Other Assets and Liabilities		1.4	%

** As a percentage of net assets

Top Ten Holdings

Top Ten Holdings	% of Net Assets
FNMA, 5.000%, 05/11/17		4.7	%
U.S. Treasury Notes, 2.625%, 08/15/20		4.0
FHLMC, 3.750%, 03/27/19		3.4
U.S Treasury Notes, 2.750%, 02/28/18		2.7
International Business Machines Corp.		2.0
Johnson & Johnson*		1.8
Apple, Inc.*		1.6
Verizon Communications, Inc.		1.5
International Business Machines Corp.*		1.5
U.S. Treasury Notes, 3.625%, 02/15/21		1.4
Top Ten as a Group		24.6	%

* Top Ten Holding at December 31, 2010

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.

9

Managers AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments

June 30, 2011 (unaudited)

Security Description	Shares			Value
Common Stocks - 55.6%
Consumer Discretionary - 6.3%
Brinker International, Inc.		5,000		$	122,300
Coach, Inc.		500			31,965
DISH Network Corp., Class A*		2,800			85,876
Interpublic Group of Companies, Inc.		9,800			122,500
Liberty Global, Inc., Class A*		2,000	2		90,080
Macy’s, Inc.		2,200			64,328
Mattel, Inc.		2,600			71,474
Ross Stores, Inc.		1,400			112,168
Signet Jewelers, Ltd.*		900			42,129
Stanley Black & Decker, Inc.		1,100			79,255
Starbucks Corp.		1,900			75,031
TJX Cos., Inc., The		2,500			131,325
TRW Automotive Holdings Corp.*		1,300			76,739
Viacom, Inc., Class B		2,300			117,300
Total Consumer Discretionary					1,222,470
Consumer Staples - 5.3%
Altria Group, Inc.		2,920			77,117
Brown-Forman Corp.		600			44,814
Coca-Cola Enterprises, Inc.		1,900			55,442
Colgate-Palmolive Co.		1,100			96,151
Corn Products International, Inc.		1,600			88,448
Dr Pepper Snapple Group, Inc.		2,300			96,439
Estee Lauder Co., Class A		850			89,412
Herbalife, Ltd.		1,400			80,696
Hormel Foods Corp.		3,300			98,373
Kroger Co., The		2,400			59,520
Lorillard, Inc.		1,200			130,644
McCormick & Co., Inc.		700			34,699
Wal-Mart Stores, Inc.		1,600			85,024
Total Consumer Staples					1,036,779
Energy - 6.2%
Chevron Corp.		2,700			277,668
ConocoPhillips Co.		2,700			203,013
Devon Energy Corp.		1,600			126,096
Exxon Mobil Corp.		2,720			221,354
Halliburton Co.		1,800			91,800
Patterson-UTI Energy, Inc.		4,300			135,923
Seacor Holdings, Inc.		500			49,980
Tesoro Corp.*		2,600			59,566
Valero Energy Corp.		2,200			56,254
Total Energy					1,221,654

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

10

Managers AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

Security Description	Shares		Value
Financials - 8.3%
American Financial Group, Inc.		2,600	$	92,794
Annaly Capital Management, Inc.		3,700		66,748
Berkshire Hathaway, Inc., Class B*		700		54,173
Capital One Financial Corp.		2,800		144,676
Chubb Corp., The		1,200		75,132
Citigroup, Inc.*		3,530		146,989
Commonwealth REIT		3,800		98,192
Discover Financial Services		2,900		77,575
Goldman Sachs Group, Inc.		605		80,519
JPMorgan Chase & Co.		4,748		194,383
KeyCorp		23,100		192,423
M&T Bank Corp.		1,150		101,143
Prudential Financial, Inc.		800		50,872
Public Storage, Inc.		800		91,208
SLM Corp.*		3,500		58,835
Travelers Companies, Inc., The		1,800		105,084
Total Financials				1,630,746
Health Care - 6.5%
AmerisourceBergen Corp.		5,200		215,280
Amgen, Inc.*		1,700		99,195
Becton, Dickinson and Co.		500		43,085
Biogen Idec, Inc.*		1,100		117,612
Humana, Inc.*		1,700		136,918
Johnson & Johnson		5,200		345,904
Medco Health Solutions, Inc.*		900		50,868
PerkinElmer, Inc.		2,500		67,275
Pfizer, Inc.		9,757		200,994
Total Health Care				1,277,131
Industrials - 5.6%
Caterpillar, Inc.		800		85,168
General Dynamics Corp.		1,100		81,972
General Electric Co.		8,600		162,196
Grainger (W.W.), Inc.		1,100		169,015
KBR, Inc.		1,500		56,535
Norfolk Southern Corp.		800		59,944
Northrop Grumman Corp.		2,500		173,375
Timken Co.		3,600		181,440
United Parcel Service, Inc., Class B		1,700		123,981
Total Industrials				1,093,626

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

11

Managers AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

Security Description	Shares		Value
Information Technology - 11.4%
Accenture PLC, Class A		3,400	$	205,428
Altera Corp.		2,400		111,240
Apple, Inc.*		945		317,208
Automatic Data Processing, Inc.		2,200		115,896
Cognizant Technology Solutions Corp.*		900		66,006
F5 Networks, Inc.*		800		88,200
Google, Inc.*		95		48,106
Intel Corp.		2,600		57,616
International Business Machines Corp.		1,700		291,635
Linear Technology Corp.		3,700		122,174
MICROS Systems, Inc.*		800		39,768
Microsoft Corp.		5,850		152,100
NetApp, Inc.*		1,000		52,780
Oracle Corp.		5,400		177,714
QUALCOMM, Inc.		3,300		187,407
Visa, Inc., Class A		1,900		160,094
Vishay Intertechnology, Inc.*		2,500		37,600
Total Information Technology				2,230,972
Materials - 2.5%
Alcoa, Inc.		3,800		60,268
Domtar Corp.		900		85,248
E.I. du Pont de Nemours & Co.		3,200		172,960
Freeport McMoRan Copper & Gold, Inc., Class B		1,600		84,640
PPG Industries, Inc.		600		54,474
Steel Dynamics, Inc.		2,100		34,125
Total Materials				491,715
Telecommunication Services - 1.5%
Verizon Communications, Inc.		7,900		294,117
Utilities - 2.0%
Duke Energy Corp.		9,800		184,534
Integrys Energy Group, Inc.		1,700		88,128
NiSource, Inc.		2,700		54,675
Pepco Holdings, Inc.		3,600		70,668
Total Utilities				398,005
Total Common Stocks (cost $8,896,342)				10,897,215
Corporate Bonds - 4.1%	Principal Amount
Financials - 0.6%
American Express Co., 7.250%, 05/20/14	$	50,000		57,222
Credit Suisse New York, Medium Term Notes, 5.000%, 05/15/13		40,000		42,716
General Electric Capital Corp., Global Medium Term Notes, Series A, 6.750%, 03/15/32		10,000		11,143
JPMorgan Chase & Co., 6.000%, 01/15/18		15,000		16,705
Total Financials				127,786

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

12

Managers AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
Industrials - 3.2%
Altria Group, Inc., 9.700%, 11/10/18	$	23,000		$	30,267
AT&T, Inc., 5.100%, 09/15/14		80,000			87,981
Coca-Cola Enterprises, Inc., 7.375%, 03/03/14		50,000			58,115
E.I. du Pont de Nemours & Company, 5.000%, 01/15/13		6,000			6,386
Hewlett-Packard Co., 4.500%, 03/01/13		55,000			58,271
Honeywell International, Inc., 4.250%, 03/01/13		55,000			58,233
International Business Machines Corp., 5.600%, 11/30/39		20,000			21,198
Kellogg Co., 7.450%, 04/01/31		20,000			25,324
Kroger Co., The, 5.500%, 02/01/13		25,000			26,730
Kroger Co., The, 6.750%, 04/15/12		40,000			41,832
McDonald’s Corp., 4.300%, 03/01/13		40,000			42,336
McDonald’s Corp., 6.300%, 10/15/37		20,000			23,309
TransCanada Pipelines Ltd., 4.875%, 01/15/15		45,000			49,476
United Parcel Service, Inc., 6.200%, 01/15/38		20,000			23,166
Wal-Mart Stores, Inc., 6.500%, 08/15/37		20,000			23,047
Wyeth, 5.250%, 03/15/13		40,000			43,170
Total Industrials					618,841
Utilities - 0.3%
Florida Power & Light Co., 4.850%, 02/01/13		45,000			47,785
Georgia Power Co., Series 2010-B, 5.400%, 06/01/40		20,000			20,163
Total Utilities					67,948
Total Corporate Bonds (cost $759,591)					814,575
Mortgage-Backed Securities - 1.4%
CSFB Mortgage Securities Corp., Series 2005-C2, Class A3, 4.691%, 04/15/37		65,811			67,032
GE Capital Commercial Mortgage Corp., 4.970%, 08/11/36		11,224			11,365
Greenwich Capital Commercial Funding Corp., Series 2005-GG5, Class A2, 5.117%, 04/10/37		94,770			95,646
JPMorgan Chase Mortgage Securities Corp., Series 2002-C2, Class A2, 5.050%, 12/12/34		90,000			93,634
Total Mortgage-Backed Securities (cost $308,836)					267,677
U.S. Government and Agency Obligations - 37.5%
Federal Home Loan Bank - 1.1%
FHLB, 5.375%, 05/18/16		190,000			220,622
Federal Home Loan Mortgage Corporation - 4.7%
FHLMC, 3.750%, 03/27/19		635,000	2		673,042
FHLMC, 4.375%, 07/17/15		50,000			55,505
FHLMC, 4.500%, 11/01/24		34,042			36,118
FHLMC, 5.000%, 12/01/20		53,165			57,460
FHLMC, 6.000%, 01/01/38		54,184			59,648
FHLMC Gold Pool, 6.000%, 04/01/38		39,065			42,962
Total Federal Home Loan Mortgage Corporation					924,735

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

13

Managers AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Federal National Mortgage Association - 21.6%
FNMA, 4.000%, 08/01/19 to 11/01/40	$	816,450	$	847,527
FNMA, 4.500%, 11/01/19 to 11/01/40		850,246		883,786
FNMA, 5.000%, 05/11/17 to 08/01/40		1,477,687		1,640,692
FNMA, 5.375%, 06/12/17		110,000		128,192
FNMA, 5.500%, 02/01/22 to 06/01/38		460,705		499,792
FNMA, 6.000%, 03/01/37 to 06/01/38		164,233		181,187
FNMA, 6.500%, 03/01/37		45,511		51,594
Total Federal National Mortgage Association				4,232,770
United States Treasury Securities - 10.1%
U.S. Treasury Notes, 2.125%, 02/29/16		5,000		5,120
U.S. Treasury Notes, 2.625%, 08/15/20		801,100		775,565
U.S. Treasury Notes, 2.750%, 02/28/18		505,000		517,191
U.S. Treasury Notes, 3.500%, 02/15/39		455,000		390,802
U.S. Treasury Notes, 3.625%, 02/15/21		270,000		281,581
Total United States Treasure Securities				1,970,259
Total U.S. Government and Agency Obligations (cost $7,176,849)				7,348,386
Short-Term Investments - 5.4%1	Shares
BNY Institutional Cash Reserves Fund, Series B* 4,9		28,392		22,688
BNY Mellon Overnight Government Fund, 0.08% 4		502,108		502,108
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%		534,005		534,005
Total Short-Term Investments (cost $1,064,505)				1,058,801
Total Investments - 104.0% (cost $18,206,124)				20,386,654
Other Assets, less Liabilities - (4.0)%				(787,946	)
Net Assets - 100.0%			$	19,598,708

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

14

Managers High Yield Fund

Fund Snapshots

June 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers High Yield  Fund**
Industrials		76.0	%
Financials		10.3	%
Utilities		2.3	%
Materials		0.3	%
Information Technology		0.2	%
Health Care		0.1	%
Consumer Discretionary		0.0	%#
Other Assets and Liabilities		10.8	%

** As a percentage of net assets

^#  Rounds to less than 0.01%

Top Ten Holdings

Top Ten Holdings	% of Net  Assets
HCA, Inc., 9.625%, 11/15/16*		1.7	%
Sprint Capital Corp., 8.750%, 03/15/32*		1.4
Biomet, Inc., 10.375%, 10/15/17*		1.2
Sungard Data Systems, Inc., 10.250%, 08/15/15*		1.1
EchoStar DBS Corp., 7.125%, 02/01/16*		1.0
CIT Group, Inc., 7.000%, 05/01/16		1.0
Intelsat Jackson Holdings, Ltd., 9.500%, 06/15/16*		0.8
Sealy Mattress Co., 8.250%, 06/15/14		0.8
Ally Financial, Inc., 6.250%, 12/01/17		0.8
Quebecor Media, Inc., 7.750%, 03/15/16		0.8
Top Ten as a Group		10.6	%

* Top Ten Holding at December 31, 2010

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.

15

Managers High Yield Fund

Schedule of Portfolio Investments

June 30, 2011 (unaudited)

Security Description	Principal Amount			Value
Corporate Bonds - 88.6%
Financials - 10.3%
Alliance Laundry Systems LLC, Term Loan, Class B, 6.250%, 09/30/16, (10/03/11)3	$	144,667		$	145,993
Ally Financial, Inc., 6.250%, 12/01/17 (a)		265,000			264,227
Bank of America Corp., 8.000%, 12/29/496		105,000			109,792
Bumble Bee Acquisition Corp., 9.000%, 12/15/17 (a)		135,000			136,350
Caesars Entertainment Operating Co., Inc., Term B-3 Loan, 3.246%, 01/28/15, (09/30/11)3		829			837
Caesars Entertainment Operating Co., Inc., Term B-3 Loan, 3.274%, 01/28/15, (07/25/11)3		116,795			105,152
CIT Group, Inc., 6.625%, 04/01/18 (a)		30,000			31,425
CIT Group, Inc., 7.000%, 05/01/16		327,983	2		327,163
CIT Group, Inc., 7.000%, 05/01/17		180,176			179,951
Citigroup Capital XXI, 8.300%, 12/21/576		85,000			87,125
Claire’s Escrow Corp., 8.875%, 03/15/19 (a)		60,000	2		56,400
Clear Channel Communications, Inc. Term Loan B, 3.836%, 01/29/16, (07/29/11)3		36,740			31,062
First Data Corp., Term Loan B-2, 2.936%, 09/24/14, (07/25/11)3		5,111			4,744
First Data Corp., Term Loan B-1, 4.186%, 03/24/18, (07/25/11)3		48,028			44,153
Ford Motor Credit Co. LLC, 6.625%, 08/15/17		210,000			223,519
Ford Motor Credit Co. LLC, 7.000%, 04/15/15		100,000			108,266
GMAC, Inc., 6.750%, 12/01/14		192,000			199,200
Host Hotels & Resorts, L.P., 9.000%, 05/15/17		30,000	2		33,900
Ineos Holdings, Ltd., Term Loan, Class B-2, 7.501%, 12/16/13, (07/29/11)3		143,602			148,763
Ineos Holdings, Ltd., Term Loan, Class C-2, 8.001%, 12/16/14, (07/29/11)3		164,264			170,167
International Lease Finance Corp., 5.750%, 05/15/16		20,000			19,715
International Lease Finance Corp., 6.250%, 05/15/19		15,000			14,678
International Lease Finance Corp., 7.125%, 09/01/18 (a)		25,000			26,875
International Lease Finance Corp., 8.250%, 12/15/20		40,000			43,300
International Lease Finance Corp., 8.625%, 09/15/15 (b)		115,000			125,062
International Lease Finance Corp., 8.750%, 03/15/17 (b)		180,000			197,325
Longview Fibre Paper and Packaging, Inc., 8.000%, 06/01/16 (a)		20,000			20,200
Nexeo Solutions LLC/Nexeo Solutions Finance Corp., 8.375%, 03/01/18 (a)		55,000			55,962
Nuveen Investments, Inc., 2nd Lien Term Loan, 12.500%, 07/21/15		70,000			74,725
Pinafore LLC/Pinafore, Inc., 9.000%, 10/01/18 (a)		90,000			97,425
Realogy Corp., 7.875%, 02/15/19 (a)		110,000	2		109,450
Regions Financial Corp., 5.750%, 06/15/15		45,000	2		44,364
Texas Competitive Electric Holdings, Term Loan, Class B-2, 4.690%, 10/10/14, (07/11/11)3		83,848			65,566
Texas Competitive Electric Holdings, Term Loan, Class B-2, 4.768%, 10/10/17, (08/09/11)3		88,973			69,574
Vertafore, Inc., 2nd Lien Term Loan, 9.750%, 10/18/17, (09/29/11)3		45,000			45,900
Total Financials					3,418,310
Industrials - 76.0%
Accellent, Inc., 8.375%, 02/01/17		45,000			46,744
Accellent, Inc., 10.000%, 11/01/17		85,000			83,725

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

16

Managers High Yield Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
Industrials - 76.0% (continued)
ACCO Brands Corp., 7.625%, 08/15/15	$	65,000		$	65,000
Aircastle, Ltd., 9.750%, 08/01/18		55,000			60,912
Aleris International, Inc., 7.625%, 02/15/18 (a)		25,000			25,063
Alliant Techsystems, Inc., 6.750%, 04/01/16		120,000			123,000
Allison Transmission, Inc., 7.125, 05/15/19 (a)		90,000			87,975
AMC Entertainment, Inc., 8.750%, 06/01/19		10,000			10,600
AMC Entertainment, Inc., 9.750%, 12/01/20 (a)		90,000			92,475
American Axle & Manufacturing, Inc., 7.875%, 03/01/17		110,000	2		110,550
American Axle & Manufacturing, Inc., 9.250%, 01/15/17 (a)		20,000			21,900
American Tire Distributors, Inc., 9.750%, 06/01/17		65,000			70,200
Amkor Technologies, Inc., 7.375%, 05/01/18		115,000	2		117,444
Amsted Industries, Inc., 8.125%, 03/15/18 (a)		60,000			63,300
Arch Coal, Inc., 7.000%, 06/15/19 (a)		35,000			35,088
Arch Coal, Inc., 7.250%, 06/15/21 (a)		25,000			25,156
Arch Coal, Inc., 8.750%, 08/01/16		115,000			125,350
Ardagh Packaging Finance PLC, 9.125%, 10/15/20 (a)		200,000			211,500
Ashland, Inc., 9.125%, 06/01/17		30,000			33,900
Ashtead Capital, Inc., 9.000%, 08/15/16 (a)		70,000			73,325
Aspect Software, Inc., 10.625%, 05/15/17		55,000			59,400
Associated Materials, Inc., 9.125%, 11/01/17 (a)		110,000			110,000
Atkore International, Inc., 9.875%, 01/01/18 (a)		75,000			79,125
Audatex North America, Inc. 6.750%, 06/15/18 (a)		70,000			70,700
Avaya, Inc., 7.000%, 04/01/19 (a)		80,000			77,800
Avaya, Inc., 9.750%, 11/01/15		65,000			66,625
Avaya, Inc., 10.125%, 11/01/157		94,893			97,977
Avis Budget Car Rental LLC, 7.750%, 05/15/16		110,000			112,475
Avis Budget Car Rental LLC, 8.250%, 01/15/19		45,000			45,788
Avis Budget Car Rental LLC, 9.625%, 03/15/18		40,000			42,900
AWAS Aviation Capital, Ltd., 7.000%, 10/15/16 (a)		95,200			98,175
B&G Foods, Inc., 7.625%, 01/15/18		30,000			31,725
Belden, Inc., 9.250%, 06/15/19		75,000			83,813
Berry Plastics Corp., 9.750%, 01/15/21		55,000			53,488
Biomet, Inc., 10.375%, 10/15/177		370,000			409,775
Blue Merger Sub, Inc., 7.625%, 02/15/19 (a)		110,000			111,650
Bon-Ton Stores, Inc., The, 10.250%, 03/15/14		85,000			85,425
Breitburn Energy Partners, L.P., 8.625%, 10/15/20		95,000			100,700
Brigham Exploration Co., 6.875%, 06/01/19 (a)		15,000			14,962
Brigham Exploration Co., 8.750%, 10/01/18		70,000			76,650
Building Materials Corp. of America, 6.750%, 05/01/21 (a)		55,000			55,412
Building Materials Corp. of America, 6.875%, 08/15/18 (a)		85,000			87,125
BWAY Holding Co., 10.000%, 06/15/18		110,000			120,588

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

17

Managers High Yield Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
Industrials - 76.0% (continued)
Caesars Entertainment, Inc., 10.000%, 12/15/18	$	72,000		$	65,340
Caesars Entertainment, Inc., 11.250%, 06/01/17		185,000			205,119
Calumet Specialty Products Partners, L.P., 9.375%, 05/01/19 (a)		30,000			31,050
Case New Holland, Inc., 7.875%, 12/01/17 (a)		85,000			93,925
CCH II LLC & CCH II Capital Corp., 13.500%, 11/30/16		25,000			29,562
CCO Holdings LLC/CCO Holdings Capital Corp., 7.000%, 01/15/19 (a)		30,000			30,975
CCO Holdings LLC/CCO Holdings Capital Corp., 7.000%, 01/15/19		40,000			41,400
CCO Holdings LLC/CCO Holdings Capital Corp., 7.250%, 10/30/17		10,000			10,412
CCO Holdings LLC/CCO Holdings Capital Corp., 7.875%, 04/30/18		200,000			211,750
Central Garden & Pet Co., 8.250%, 03/01/18		85,000			88,188
Cequel Communications Holdings I, LLC and Cequel Capital Corp., 8.625%, 11/15/17 (a)		110,000			114,950
Chesapeake Energy Corp., 6.625%, 08/15/20		5,000			5,288
Chesapeake Energy Corp., 7.250%, 12/15/18		65,000			71,175
Chinos Acquisition Corp., 8.125%, 03/01/19 (a)		80,000	2		77,400
Chiquita Brands International, Inc., 8.875%, 12/01/15		165,000			170,775
Chrysler Group LLC/CG Co-Issuer Inc., 8.000%, 06/15/19 (a)		200,000	2		197,500
Cincinnati Bell, Inc., 8.375%, 10/15/20		130,000			130,000
Cinemark USA, Inc., 7.375%, 06/15/21 (a)		15,000			15,000
Citizens Communications Co., 6.625%, 03/15/15		90,000			94,275
CityCenter Holdings LLC/CityCenter Finance Corp., 7.625%, 01/15/16 (a)		85,000			88,188
Clean Harbors, Inc., 7.625%, 08/15/16		61,000			64,965
Clean Harbors, Inc., 7.625%, 08/15/16 (a)		35,000			37,275
Clear Channel Communications, Inc., 9.000%, 03/01/21 (a)		125,000			120,312
Clear Channel Worldwide Holdings, Inc., Series B, 9.250%, 12/15/17		235,000			257,325
Clearwater Paper Corp., 7.125%, 11/01/18		5,000			5,150
Clearwater Paper Corp.,10.625%, 06/15/16		85,000			95,731
Clearwire Communications LLC, 12.000%, 12/01/15 (a)		150,000			160,875
Clearwire Communications LLC/Clearwire Finance, Inc., 12.000%, 12/01/17 (a)		25,000	2		26,250
Cloud Peak Energy Resources LLC/ Cloud Peak Energy Finance Corp., 8.250%, 12/15/17		65,000			69,875
Cogent Communications Group, Inc., 8.375%, 02/15/18 (a)		55,000			56,650
Commscope, Inc., 8.250%, 01/15/19 (a)		80,000			82,800
Community Health Systems, Inc., 8.875%, 07/15/15		155,000			160,038
Constellation Brands, Inc., 7.125%, 09/01/16		30,000			32,925
Constellation Brands, Inc., 7.250%, 05/15/17		100,000			109,250
Cricket Communications, Inc., 7.750%, 10/15/20		45,000			44,212
Cricket Communications, Inc., 7.750%, 10/15/20 (a)		10,000			9,825
Crosstex Energy, L.P., 8.875%, 02/15/18		115,000			123,050
Dana Holding Corp., 6.500%, 02/15/19		60,000			59,700
Dana Holding Corp., 6.750%, 02/15/21		15,000			14,869
DaVita, Inc., 6.375%, 11/01/18		45,000			45,675
DaVita, Inc., 6.625%, 11/01/20		10,000	2		10,225

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

18

Managers High Yield Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
Industrials - 76.0% (continued)
Denbury Resources, Inc., 9.750%, 03/01/16	$	50,000		$	56,125
DineEquity, Inc., 9.500%, 10/30/18 (a)		70,000			76,300
DISH DBS Corp., 6.750%, 06/01/21 (a)		85,000			87,550
DISH DBS Corp., 7.875%, 09/01/19		170,000			184,238
Diversey, Inc., 8.250%, 11/15/19		110,000			129,525
DJO Finance LLC / DJO Finance Corp., 7.750%, 04/15/18 (a)		80,000			80,000
DJO Finance LLC, 10.875% 11/15/14		20,000			21,400
Dole Food Co., Inc., 8.000%, 10/01/16 (a)		40,000			42,100
Ducommun, Inc., 9.750%, 07/15/18 (a)		10,000			10,325
Eagle Parent, Inc., 8.625%, 05/01/19 (a)		70,000			67,812
Eagle Rock Energy Partners, L.P., 8.375%, 06/01/19 (a)		65,000			65,081
Easton-Bell Sports, Inc., 9.750%, 12/01/16		145,000			160,588
EchoStar Communications Corp., 7.125%, 02/01/16 (a)		315,000			333,900
EH Holding Corp., 6.500%, 06/15/19 (a)		55,000			56,238
EH Holding Corp., 7.625%, 06/15/21 (a)		25,000			25,625
El Paso Natural Gas Co., 7.250%, 06/01/18		65,000			73,334
Endo Pharmaceuticals Holdings, Inc., 7.000%, 07/15/19 (a)		30,000			30,900
EV Energy Partners, L.P. / EV Energy Finance Corp., 8.000%, 04/15/19 (a)		75,000			75,656
EXCO Resources, Inc., 7.500%, 09/15/18		15,000			14,662
Fidelity National Information Services, Inc., 7.625%, 07/15/17		15,000			15,994
First Data Corp., 7.375%, 06/15/19 (a)		30,000			30,375
First Data Corp., 8.250%, 01/15/21 (a)		118,000	2		116,230
First Data Corp., 8.750%, 01/15/22 (a)7		120,000			117,900
First Data Corp., 8.875%, 08/15/20 (a)		85,000			91,162
First Data Corp., 12.625%, 01/15/21 (a)		240,000			258,000
Forest Oil Corp., 7.250%, 06/15/19		75,000	2		76,875
Fortescue Metals Group Resources Pty., Ltd., 6.875%, 02/01/18 (a)		50,000			51,000
Fortescue Metals Group Resources Pty., Ltd., 7.000%, 11/01/15 (a)		25,000			25,625
Freescale Semiconductor, Inc., 8.050%, 02/01/20 (a)		65,000	2		65,650
Freescale Semiconductor, Inc., 9.250%, 04/15/18 (a)		170,000			184,025
GCI, Inc., 8.625%, 11/15/19		90,000			99,000
General Cable Corp., 7.125%, 04/01/17		105,000			107,888
Geo Group, Inc., The, 7.750%, 10/15/17		105,000			111,825
Giraffe Acquisition Corp., 9.125%, 12/01/18 (a)		90,000	2		85,050
GMX Resources, Inc., 11.375%, 02/15/19 (a)		45,000			42,075
Goodyear Tire & Rubber Co., The, 8.250%, 08/15/20		90,000	2		97,650
Goodyear Tire & Rubber Co., The, 8.750%, 08/15/20		10,000			11,025
Goodyear Tire & Rubber Co., The, 10.500%, 05/15/16		31,000	2		35,030
Graham Packaging Co., L.P., 8.250%, 01/01/17		90,000			100,800
Graham Packaging Co., L.P., 8.250%, 10/01/18		15,000			16,762
Graham Packaging Co., L.P./GPC Capital Corp. I, 9.875%, 10/15/14		25,000			25,781

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

19

Managers High Yield Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
Industrials - 76.0% (continued)
Graphic Packaging International, Inc., 7.875%, 10/01/18	$	35,000		$	37,275
Great Lakes Dredge & Dock Corp., 7.375%, 02/01/19 (a)		70,000			69,300
Griffon Corp., 7.125%, 04/01/18 (a)		55,000			55,481
GWR Operating Partnership, L.L.L.P., 10.875%, 04/01/17		65,000			70,688
GXS Worldwide, Inc., 9.750%, 06/15/15		85,000			86,488
Hanesbrands, Inc., 6.375%, 12/15/20		25,000			24,375
Hanesbrands, Inc., 8.000%, 12/15/16		130,000			139,425
HCA Holdings, Inc., 7.750%, 05/15/21 (a)		225,000	2		234,562
HCA, Inc., 9.625%, 11/15/167		523,000			557,649
Health Management Associates, Inc., 6.125%, 04/15/16		150,000			156,375
HealthSouth Corp., 7.250%, 10/01/18		50,000			52,375
HealthSouth Corp., 7.750%, 09/15/22		50,000			52,938
Hertz Corp., 7.500%, 10/15/18 (a)		145,000			150,075
Hexion U.S. Finance Corp., 9.000%, 11/15/20		50,000	2		51,500
Hillman Group, Inc., 10.875%, 06/01/18		60,000			65,025
Hillman Group, Inc., 10.875%, 06/01/18 (a)		15,000			16,256
Huntsman International LLC, 5.500%, 06/30/16		55,000			54,381
Huntsman International LLC, 8.625%, 03/15/20		45,000			49,275
Huntsman International LLC, 8.625%, 03/15/21		25,000			27,312
iGate Corp., 9.000%, 05/01/16 (a)		75,000			76,125
Ineos Group Holdings PLC, 8.500%, 02/15/16		100,000			99,250
Inergy L.P./Inergy Finance Corp., 8.750%, 03/01/15		16,000			17,120
Inergy L.P./Inergy Finance Corp., 7.000%, 10/01/18		70,000			71,050
Integra Telecom Holdings, Inc., 10.750%, 04/15/16 (a)		30,000			30,375
Intelsat Bermuda, Ltd., 11.250%, 02/04/17		50,000			53,812
Intelsat Bermuda, Ltd., 11.250%, 06/15/16		40,000			42,500
Intelsat Jackson Holdings, S.A., 7.250%, 04/01/19 (a)		60,000			59,700
Intelsat Jackson Holdings S.A., 7.250%, 10/15/20 (a)		75,000			74,812
Intelsat Jackson Holdings, Ltd., 9.500%, 06/15/16		260,000			273,325
Intelsat Luxembourg SA, 11.500%, 02/04/177		65,000			70,038
Intelsat Luxembourg SA, 11.500%, 02/04/17 (a)7		70,000			75,425
Interactive Data Corp., 10.250%, 08/01/18 (a)		105,000			114,450
Interline Brands, Inc., 7.000%, 11/15/18		75,000			76,312
Iron Mountain, Inc., 8.750%, 07/15/18		190,000			198,312
ITC Deltacom, Inc., 10.500%, 04/01/16		65,000			68,250
J.C. Penney Co., Inc., 5.750%, 02/15/18		10,000			10,200
J.C. Penney Co., Inc., 7.950%, 04/01/17		75,000			84,844
James River Escrow, Inc., 7.875%, 04/01/19 (a)		75,000			74,625
Jarden Corp., 7.500%, 05/01/17		105,000			109,594
JDA Software Group, Inc., 8.000%, 12/15/14		60,000			66,000
Key Energy Services, Inc., 6.750%, 03/01/21		20,000			20,050

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

20

Managers High Yield Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
Industrials - 76.0% (continued)
Level 3 Communications, Inc., 11.875%, 02/01/19 (a)	$	20,000		$	21,625
Level 3 Escrow, Inc. 8.125%, 07/01/19		40,000			40,300
Level 3 Financing, Inc., 9.375%, 04/01/19 (a)		105,000			108,675
Libbey Glass, Inc., 10.000%, 02/15/15		91,000			99,190
Limited Brands, Inc., 6.625%, 04/01/21		30,000			30,825
Linn Energy LLC/Linn Energy Finance Corp., 6.500%, 05/15/19 (a)		25,000			24,812
Linn Energy LLC/Linn Energy Finance Corp., 7.750%, 02/01/21 (a)		50,000			52,250
Linn Energy LLC/Linn Energy Finance Corp., 8.625%, 04/15/20 (a)		50,000			54,500
Lucent Technologies, Inc., 6.450%, 03/15/29		155,000			140,275
MagnaChip Semiconductor Corp., 10.500%, 04/15/18		125,000			137,500
Manitowoc Co., Inc., 8.500%, 11/01/20		70,000			75,075
Manitowoc Co., Inc., 9.500%, 02/15/18		55,000	2		60,019
Marina District Finance Co., Inc., 9.500%, 10/15/15		35,000	2		36,575
Marina District Finance Co., Inc., 9.875%, 08/15/18		120,000	2		125,100
MarkWest Energy Partners LP, 8.750%, 04/15/18		120,000			131,400
Masco Corp., 7.125%, 03/15/20		20,000			20,506
MEMC Electronic Materials, Inc. 7.750%, 04/01/19 (a)		65,000			64,512
MetroPCS Wireless, Inc., 7.875%, 09/01/18		120,000			127,650
MGM Mirage, Inc., 6.875%, 04/01/16		40,000	2		37,700
MGM Mirage, Inc., 7.500%, 06/01/16		150,000			143,250
MGM Mirage, Inc., 11.125%, 11/15/17		160,000			183,600
MGM Resorts International, 9.000%, 03/15/20		50,000			55,000
Michael Foods, Inc., 9.750%, 07/15/18 (a)		65,000			69,875
Michaels Stores, Inc., 7.750%, 11/01/18 (a)		95,000			95,712
Michaels Stores, Inc., 13.000%, 11/01/16 (b)		40,000			41,600
Mueller Water Products, Inc., 8.750%, 09/01/20		40,000			43,500
Mylan, Inc., 7.625%, 07/15/17 (a)		25,000			27,375
Mylan, Inc., 7.875%, 07/15/20 (a)		90,000			99,225
NewPage Corp., 11.375%, 12/31/14		40,000	2		37,500
Nexstar Broadcasting, Inc., 8.875%, 04/15/17		75,000			79,312
Noranda Aluminium Acquisition Corp., 4.417%, 05/15/157		209,114			199,181
Nova Chemicals Corp., 8.625%, 11/01/19		30,000	2		33,562
Novelis, Inc., 8.375%, 12/15/17		70,000			75,075
Novelis, Inc., 8.750%, 12/15/20		90,000			97,650
NXP B.V./NXP Funding LLC, 9.750%, 08/01/18 (a)		165,000			185,625
NXP B.V./NXP Funding LLC, 10.000%, 07/15/13 (a)		75,000			84,375
Oshkosh Corp., 8.250%, 03/01/17		75,000			80,812
P.H. Glatfelter Co., 7.125%, 05/01/16		115,000			119,169
Packaging Dynamics Corp., 8.750%, 02/01/16 (a)		70,000			71,400
PAETEC Holding Corp., 8.875%, 06/30/17		70,000			73,850
PAETEC Escrow Corp., 9.875%, 12/01/18 (a)		100,000			104,125

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

21

Managers High Yield Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
Industrials - 76.0% (continued)
Parker Drilling Co., 9.125%, 04/01/18	$	40,000		$	42,400
Petco Animal Supplies, Inc., 9.250%, 12/01/18 (a)		85,000	2		90,738
Petrohawk Energy Corp., 6.250%, 06/01/19 (a)		30,000			29,362
Petrohawk Energy Corp., 7.875%, 06/01/15		170,000			178,925
Plains Exploration & Production Co., 7.000%, 03/15/17		70,000			72,450
Plains Exploration & Production Co., 7.750%, 06/15/15		25,000			26,031
Ply Gem Industries, Inc., 8.250%, 02/15/18 (a)		75,000	2		71,438
Polymer Group, Inc., 7.750%, 02/01/19 (a)		105,000			105,788
PolyOne Corp., 7.375%, 09/15/20		35,000			36,750
Polypore International, Inc., 7.500%, 11/15/17		85,000			90,312
Quebecor Media, Inc., 7.750%, 03/15/16		250,000			259,688
Quebecor World, Escrow, 6.500%, 08/01/27*		165,000			9,075
Qwest Communications International, Inc., 7.500%, 02/15/14		135,000			137,362
Radiation Therapy Services, Inc., 9.875%, 04/15/17		90,000			90,338
RailAmerica, Inc., 9.250%, 07/01/17		73,000			80,482
Rain CII Carbon LLC/Rain CII Carbon Corp., 8.000%, 12/01/18 (a)		30,000			32,100
RBS Global, Inc./Rexnord LLC, 8.500%, 05/01/18		110,000			116,738
Reichhold Industries, Inc., 9.000%, 08/15/14 (a)		235,000			212,088
Rental Service Corp., 9.500%, 12/01/14		62,000	2		63,860
Reynolds Group Holdings, Ltd., 8.250%, 02/15/21 (a)		100,000			94,000
Reynolds Group Issuer, Inc., 8.500%, 05/15/18 (a)		70,000			69,125
Reynolds Group Issuer, Inc., 9.000%, 04/15/19 (a)		140,000			138,950
Rite Aid Corp., 7.500%, 03/01/17		45,000			44,888
Rite Aid Corp., 8.000%, 08/15/20		75,000	2		81,188
Rite Aid Corp., 9.500%, 06/15/17		30,000			27,525
Rite Aid Corp., 10.250%, 10/15/19		15,000			16,575
RSC Equipment Rental Inc./RSC Holdings III LLC, 8.250%, 02/01/21		45,000			45,000
Sally Holdings LLC, 9.250%, 11/15/14		40,000			41,800
SandRidge Energy, Inc., 7.500%, 03/15/21 (a)		45,000			45,619
SandRidge Energy, Inc., 8.000%, 06/01/18 (a)		45,000			46,125
SBA Telecommunications, Inc., 8.000%, 08/15/16		30,000			32,062
SBA Telecommunications, Inc., 8.250%, 08/15/19		50,000			53,750
Scotts Miracle-Gro Co., The, 7.250%, 01/15/18		20,000			21,350
Sealy Mattress Co., 8.250%, 06/15/14		265,000	2		266,988
Sensata Technologies, B.V., 6.500%, 05/15/19 (a)		95,000			95,238
Sequa Corp., 11.750%, 12/01/15 (a)		90,000			98,100
Service Corp. International, 6.750%, 04/01/15		50,000			53,875
Service Corp. International, 7.000%, 06/15/17		60,000			64,950
Service Corp. International, 7.000%, 05/15/19		50,000			52,875
ServiceMaster Co., 10.750%, 07/15/15 (a)7		85,000			90,100

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

22

Managers High Yield Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
Industrials - 76.0% (continued)
Simmons Bedding Co., 11.250%, 07/15/15 (a)	$	210,000		$	221,550
Sinclair Television Group, Inc., 8.375%, 10/15/18		25,000			26,375
Sinclair Television Group, Inc., 9.250%, 11/01/17 (a)		75,000			82,688
Solo Cup Co., 10.500%, 11/01/13		50,000			52,250
Spectrum Brands, Inc., 9.500%, 06/15/18 (a)		55,000			60,500
Spectrum Brands, Inc., 12.000%, 08/28/197		186,327			206,823
Spirit AeroSystems, Inc., 7.500%, 10/01/17		90,000			95,175
Sprint Capital Corp., 8.750%, 03/15/32		415,000			451,312
SSI Investments II, Ltd./SSI Co-Issuer LLC, 11.125%, 06/01/18		100,000			111,000
Steinway Musical Instruments, Inc., 7.000%, 03/01/14 (a)		70,000			71,138
Stewart Enterprises, Inc., 6.500%, 04/15/19 (a)		50,000			50,188
SunGard Data Systems, Inc., 7.375%, 11/15/18		80,000			80,400
SunGard Data Systems, Inc., 10.250%, 08/15/15		340,000			352,750
SUPERVALU, Inc., 8.000%, 05/01/16		150,000	2		153,750
Surgical Care Affiliates, Inc., 8.875%, 07/15/15 (a)7		159,291			164,468
Syniverse Holdings, Inc., 9.125%, 01/15/19 (a)		40,000			41,800
Tenet Healthcare Corp., 8.000%, 08/01/20		100,000			102,125
Tenet Healthcare Corp., 8.875%, 07/01/19 (a)		20,000			22,175
Tenet Healthcare Corp., 9.250%, 01/01/15 (a)		95,000			104,381
Terex Corp., 8.000%, 11/15/17		75,000			77,250
Travelport LLC, 4.879%, 09/01/14, (09/01/11)3		60,000			51,450
Travelport LLC, 9.000%, 03/01/16		15,000			13,462
Trilogy International Partners LLC, 10.250%, 08/15/16 (a)		10,000			10,200
Trinidad Drilling, Ltd., 7.875%, 01/15/19 (a)		60,000			62,400
Uncle Acquisition 2010 Corp., 8.625%, 02/15/19		40,000	2		41,400
Unit Corp., 6.625%, 05/15/21		25,000			25,031
United Rentals North America, Inc., 8.375%, 09/15/20		45,000			45,788
United Rentals North America, Inc., 9.250%, 12/15/19		85,000			92,650
United Surgical Partners International, Inc., 8.875%, 05/01/17		15,000			15,750
United Surgical Partners International, Inc., 9.250%, 05/01/177		145,000			152,250
UPCB Finance III, Ltd., 6.625%, 07/01/20 (a)		150,000			148,875
Vail Resorts, Inc., 6.500%, 05/01/19 (a)		80,000			80,800
Valeant Pharmaceuticals International, Inc., 6.500%, 07/15/16 (a)		15,000			14,906
Valeant Pharmaceuticals International, Inc., 6.750%, 10/01/17 (a)		65,000			64,025
Valeant Pharmaceuticals International, Inc., 6.875%, 12/01/18 (a)		150,000			147,750
Valeant Pharmaceuticals International, Inc., 7.250%, 07/15/22 (a)		50,000			48,750
Venoco, Inc., 8.875%, 02/15/19 (a)		20,000			20,100
Vertellus Specialties, Inc., 9.375%, 10/01/15 (a)		75,000			77,812
Visant Corp., 10.000%, 10/01/17		150,000			156,000
Visteon Corp., 6.750%, 04/15/19 (a)		30,000			29,100
Vulcan Materials Co., 6.500%, 12/01/16		25,000			24,874

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

23

Managers High Yield Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
Industrials - 76.0% (continued)
Vulcan Materials Co., 7.500%, 06/15/21	$	25,000	2	$	25,010
Wind Acquisition Finance, S.A., 11.750%, 07/15/17 (a)		200,000			227,500
Windstream Corp., 7.500%, 04/01/23		30,000			30,150
Windstream Corp., 8.125%, 09/01/18		50,000	2		53,250
WMG Acquisition Corp., 9.500%, 06/15/16		75,000			79,500
Wynn Las Vegas LLC, 7.875%, 11/01/17		15,000			16,406
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 7.750%, 08/15/20		35,000			38,194
Yankee Acquisition Corp., Series B, 9.750%, 02/15/17		100,000			105,750
YCC Holdings LLC/Yankee Finance, Inc., 10.250%, 02/15/16 (a)7		15,000			15,112
Zayo Group LLC, 10.250%, 03/15/17		90,000			99,450
Total Industrials					25,165,802
Utilities - 2.3%
AES Corp., 9.750%, 04/15/16		125,000			142,500
Aguila 3 SA, 7.875%, 01/31/18 (a)		20,000			20,225
Calpine Corp., 7.250%, 10/15/17 (a)		40,000			40,800
Calpine Corp., 7.500%, 02/15/21 (a)		60,000			61,500
Calpine Corp., 7.875%, 07/31/20 (a)		90,000			94,500
Energy Future Holdings Corp., 10.250%, 01/15/20		50,000			53,323
Energy Future Intermediate Holding Co. LLC, 10.000%, 12/01/20		56,000			60,002
NRG Energy, Inc., 7.625%, 01/15/18 (a)		95,000			95,356
NRG Energy, Inc., 8.250%, 09/01/20		55,000			56,375
Windstream Corp., 7.750%, 10/01/21		135,000	2		141,750
Total Utilities					766,331
Total Corporate Bonds (cost $27,827,272)					29,350,443
Common Stocks - 0.6%	Shares
Consumer Discretionary - 0.0%#
Dex One Corp.*		3,380	2		8,551
Health Care - 0.1%
inVentiv Health, Inc.*		25,000			23,750
Information Technology - 0.2%
Flextronics International, Ltd.*		10,500			67,410
Materials - 0.3%
Huntsman Corp.		5,000			94,252
Total Common Stocks (cost $455,792)					193,963
Short-Term Investments - 9.3% 1
BNY Institutional Cash Reserves Fund, Series B* 4,9		87,749			70,121
BNY Mellon Overnight Government Fund, 0.08%4		3,004,748			3,004,748
Total Short-Term Investments (cost $3,092,498)					3,074,869
Total Investments - 98.5%(cost $31,375,562)					32,619,275
Other Assets, less Liabilities - 1.5%					481,220
Net Assets - 100.0%				$	33,100,495

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

24

Managers Fixed Income Fund

Fund Snapshots

June 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers Fixed Income Fund**
Industrials		31.9	%
Financials		24.7	%
Foreign Government Obligations		9.2	%
Utilities		8.7	%
Common Stocks		8.5	%
Asset-Backed Securities		4.2	%
Municipal Bonds		1.5	%
Preferred Stocks		0.6	%
Mortgage-Backed Securities		0.5	%
U.S. Government and Agency Obligations		0.0	%
Other Assets and Liabilities		10.2	%

** As a percentage of net assets

Top Ten Holdings

Top Ten Holdings	% of Net  Assets
Ford Motor Co., 4.250%, 11/15/16*		4.1	%
Bristol-Myers Squibb Co.		3.3
Intel Corp.*		3.2
Canadian Government, 2.000%, 09/01/12*		2.8
Inter-American Development Bank, 6.000%, 12/15/17*		2.2
Trinity Rail Leasing, L.P., Series 2010 1A, Class A, 5.194%, 10/16/40*		2.1
Microsoft Corp.		2.0
Old Republic International Corp., 3.750%, 03/15/18		1.9
Kinder Morgan Energy Partners, L.P., 5.950%, 02/15/18*		1.9
Springleaf Finance Corp., Medium Term Notes, Series J, 6.900%, 12/15/17		1.8
Top Ten as a Group		25.3	%

* Top Ten Holding at December 31, 2010

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.

25

Managers Fixed Income Fund

Schedule of Portfolio Investments

June 30, 2011 (unaudited)

Security Description		Principal Amount			Value
Corporate Bonds - 65.3%
Financials - 24.7%
AgriBank FCB, 9.125%, 07/15/19		$	810,000		$	1,008,394
Alta Wind Holdings LLC, 7.000%, 06/30/35 (a)			577,790			614,938
American General Finance Corp., 5.400%, 12/01/15			20,000			18,400
American General Finance Corp., Medium Term Notes, Series I, 4.875%, 07/15/12			400,000			399,000
American General Finance Corp., Medium Term Notes, Series J, 5.200%, 12/15/11			100,000			100,425
American General Finance Corp., Medium Term Notes, Series G, 5.375%, 10/01/12			400,000			399,000
American General Finance Corp., Medium Term Notes, Series I, 5.850%, 06/01/13			80,000			79,400
American International Group, Inc., Euro Medium Term Notes, 5.000%, 04/26/23			750,000			1,063,149
American International Group, Inc., Medium Term Notes, Series MP, 5.450%, 05/18/17			30,000			31,411
Associates Corp. of North America, 6.950%, 11/01/18			650,000			734,354
Bank of America Capital Trust VI, 5.625%, 03/08/35			295,000			254,889
Bear Stearns Companies, Inc., The, 4.650%, 07/02/18			480,000			497,879
Camden Property Trust, 5.700%, 05/15/17			255,000			281,232
Cantor Fitzgerald, L.P., 6.375%, 06/26/15 (a)			910,000			958,760
Cantor Fitzgerald, L.P., 7.875%, 10/15/19 (a)8			700,000			765,762
Caterpillar Financial Services Corp., 6.125%, 02/17/14			615,000	2		691,644
Citigroup, Inc., 5.500%, 10/15/14			1,340,000			1,458,326
Citigroup, Inc., 6.125%, 05/15/18			345,000			380,461
Citigroup, Inc., 6.125%, 08/25/36			935,000			901,399
Duke Realty, L.P., 5.950%, 02/15/17			35,000			38,437
ERAC USA Finance Co., 6.375%, 10/15/17 (a)			240,000			276,373
ERAC USA Finance Co., 6.700%, 06/01/34 (a)			65,000			69,834
ERAC USA Finance Co., 7.000%, 10/15/37 (a)			925,000			1,021,010
ERP Operating, L.P., 5.125%, 03/15/16			15,000			16,370
ERP Operating, L.P., 5.750%, 06/15/17			70,000			77,703
Forethought Financial Group, Inc., 8.625%, 04/15/21 (a)			705,000	2		718,021
GE Capital Australia Funding Pty., Ltd., Euro Medium Term Notes, 8.000%, 02/13/12	AUD		260,000			282,718
General Electric Capital Corp., Global Medium Term Notes, Series A, 0.578%, 05/13/24, (07/15/11)3			180,000			159,161
Highwoods Realty, L.P., 5.850%, 03/15/17			30,000			32,776
Highwoods Realty, L.P., 7.500%, 04/15/18			350,000			406,639
Institut de Credito Oficial, Medium Term Notes, 5.500%, 10/11/12	AUD		255,000			268,351
International Lease Finance Corp., 6.250%, 05/15/19			1,115,000			1,091,093
International Lease Finance Corp., 8.625%, 09/15/15			10,000			10,875
International Lease Finance Corp., Medium Term Notes, Series R, 5.650%, 06/01/14			105,000	2		105,525
iStar Financial, Inc., 0.746%, 10/01/12, (10/1/11)3,10			325,000			292,500
Lloyds TSB Bank PLC, 6.500%, 09/14/20 (a)			1,255,000			1,185,818
Marsh & McLennan Companies, Inc., 5.375%, 07/15/14			410,000			445,070
MBIA Insurance Corp., 14.000%, 01/15/33 (a)6			25,000			15,125
Merrill Lynch & Co., Inc., 6.110%, 01/29/37			1,800,000			1,692,940

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

26

Managers Fixed Income Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount			Value
Financials - 24.7% (continued)
Merrill Lynch & Co., Inc., Medium Term Notes, Series C, 6.050%, 06/01/34		$	1,100,000		$	1,072,796
Metlife, Inc., 6.400%, 12/15/36			340,000			333,200
Morgan Stanley, 4.750%, 04/01/14			540,000			563,249
Morgan Stanley, 5.500%, 07/24/20			1,800,000			1,825,169
Morgan Stanley, 5.950%, 12/28/17			200,000			215,299
Morgan Stanley, 6.625%, 04/01/18			160,000			176,496
Morgan Stanley, Global Medium Term Notes, Series F, 5.500%, 01/26/20			200,000			202,949
Morgan Stanley, Global Medium Term Notes, Series F, 5.625%, 09/23/19			500,000	2		513,915
Mutual of Omaha Insurance Co., 6.800%, 06/15/36 (a)			620,000			632,432
National City Bank of Indiana, 4.250%, 07/01/18			395,000			399,929
Old Republic International Corp., 3.750%, 03/15/1810			2,695,000	2		2,681,525
Penn Mutual Life Insurance Co., The, 7.625%, 06/15/40 (a)			895,000			988,580
ProLogis, L.P., 5.625%, 11/15/15			15,000	2		15,876
ProLogis, L.P., 5.750%, 04/01/16			15,000			16,225
Simon Property Group, L.P., 5.250%, 12/01/16			25,000			27,495
Simon Property Group, L.P., 5.750%, 12/01/15			85,000			95,508
Simon Property Group, L.P., 5.875%, 03/01/17			40,000			45,354
Simon Property Group, L.P., 6.100%, 05/01/16			100,000			114,976
SLM Corp., 0.574%, 01/27/14, (7/25/11)3			135,000			128,102
SLM Corp., 5.000%, 10/01/13			10,000			10,406
SLM Corp., 5.375%, 01/15/13			20,000			20,562
SLM Corp., 8.450%, 06/15/18		��	845,000			928,712
Sovereign Bank, 5.125%, 03/15/13			335,000			347,654
Springleaf Finance Corp., Medium Term Notes, Series J, 6.900%, 12/15/17			2,770,000			2,555,325
Standard Chartered Bank, 6.400%, 09/29/17 (a)			100,000			111,506
Standard Chartered PLC, 5.500%, 11/18/14 (a)			750,000			827,699
WEA Finance LLC / WT Finance Australia, 6.7500%, 09/02/19 (a)	AUD		535,000			607,655
Willis North America, Inc., 7.000%, 09/29/19			220,000			244,157
XL Capital PLC, 6.500%, 01/15/12			105,000			108,023
Total Financials						34,655,936
Industrials - 31.9%
Anadarko Petroleum Corp., 6.450%, 09/15/36			170,000	2		177,948
Avnet, Inc., 6.000%, 09/01/15			720,000			792,129
Avnet, Inc., 6.625%, 09/15/16			140,000			158,704
Cardinal Health, Inc., 4.000%, 06/15/15			320,000			338,624
CenturyLink, Inc., Series G, 6.875%, 01/15/28			75,000	2		70,978
CenturyTel, Series P, 7.600%, 09/15/39			635,000			612,520
Charter Communications Operating LLC, 8.000%, 04/30/12 (a)			245,000			256,025
Chesapeake Energy Corp., 2.250%, 12/15/3810			285,000			259,706
Chesapeake Energy Corp., 2.500%, 05/15/3710			120,000	2		126,900
Chevron Phillips Chemical Co. LLC, 8.250%, 06/15/19 (a)			1,205,000			1,496,247

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

27

Managers Fixed Income Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Industrials - 31.9% (continued)
Ciena Corp., 0.875%, 06/15/1710	$	1,330,000	$	1,132,163
Coca-Cola HBC Finance, B.V., 5.125%, 09/17/13		265,000		284,143
Continental Airlines, Inc., 5.983%, 04/19/22		402,482		414,033
Continental Airlines, Inc., Series 2010 B, 6.000%, 01/12/19		2,500,000		2,412,500
Continental Airlines, Inc., Series B, 6.903%, 04/19/22		91,467		91,695
Continental Airlines, Inc., Series 00A1, 8.048%, 11/01/20		79,633		85,207
Covidien International Finance, S.A., 6.000%, 10/15/17		295,000		345,225
Cytec Industries, Inc., 6.000%, 10/01/15		80,000		88,663
Delta Air Lines, Inc. Pass Through Certificate, Series 2010-1A, 6.200%, 07/02/18		345,902		360,403
Delta Air Lines, Inc., 8.021%, 08/10/22		616,332		626,317
DP World, Ltd., 6.850%, 07/02/37 (a)		1,720,000		1,651,200
Dun & Bradstreet Corp., The, 6.000%, 04/01/13		790,000		849,486
El Paso Corp., 6.950%, 06/01/28		165,000		179,220
Energy Transfer Partners, L.P., 6.125%, 02/15/17		65,000		72,489
Equifax, Inc., 7.000%, 07/01/37		228,000		245,381
Equitable Resources, Inc., 6.500%, 04/01/18		1,730,000		1,963,055
Express Scripts, Inc., 6.250%, 06/15/14		305,000		343,701
Express Scripts, Inc., 7.250%, 06/15/19		165,000		197,658
Ford Motor Co., 4.250%, 11/15/1610		3,380,000		5,809,375
GATX Corp., 4.750%, 10/01/12		560,000		582,905
Georgia-Pacific Corp., 7.250%, 06/01/28		70,000		77,976
HCA, Inc., 7.500%, 11/06/33		75,000		68,250
Intel Corp., 2.950%, 12/15/3510		265,000		275,269
Intel Corp., 3.250%, 08/01/3910		1,035,000		1,267,875
Intuit, Inc., 5.750%, 03/15/17		210,000		236,001
J.C. Penney Co., Inc., 5.750%, 02/15/18		25,000		25,500
J.C. Penney Co., Inc., 6.375%, 10/15/36		297,000		267,300
J.C. Penney Co., Inc., 7.625%, 03/01/97		25,000		22,375
Kinder Morgan Energy Partners, L.P., 5.950%, 02/15/18		2,335,000		2,605,190
Kinder Morgan Finance Co., 5.700%, 01/05/16		165,000		172,631
Kroger Co., The, 7.000%, 05/01/18		460,000		550,630
Macy’s Retail Holdings, Inc., 6.790%, 07/15/27		80,000		87,984
Macy’s Retail Holdings, Inc., 6.900%, 04/01/29		30,000		33,351
Marks & Spencer Group PLC, 7.125%, 12/01/37 (a)		300,000		297,538
Masco Corp., 5.850%, 03/15/17		350,000		348,660
Masco Corp., 6.500%, 08/15/32		25,000		22,471
Masco Corp., 7.125%, 03/15/20		300,000		307,586
Masco Corp., 7.750%, 08/01/29		50,000		49,784
Medco Health Solutions, Inc., 7.250%, 08/15/13		420,000		467,853
Methanex Corp., 6.000%, 08/15/15		320,000		325,885
Missouri Pacific Railroad Co., 5.000%, 01/01/458		200,000		151,870

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

28

Managers Fixed Income Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount			Value
Industrials - 31.9% (continued)
New England Telephone & Telegraph Co., 7.875%, 11/15/29		$	95,000		$	109,500
Nextel Communications, Inc., 5.950%, 03/15/14			710,000			712,663
Northwest Airlines, Inc., 8.028%, 11/01/17			309,747			309,747
Omnicare, Inc., 3.750%, 12/15/2510			470,000			629,213
Owens & Minor, Inc., 6.350%, 04/15/168			125,000			131,358
Owens Corning, Inc., 6.500%, 12/01/16			210,000			228,759
Owens Corning, Inc., 7.000%, 12/01/36			385,000			391,219
Portugal Telecom International Finance, B.V., Euro Medium Term Notes, Series 2005, 4.500%, 06/16/25	EUR		100,000			104,411
Portugal Telecom International Finance, B.V., Euro Medium Term Notes, Series 2005, 5.000%, 11/04/19	EUR		200,000			233,475
PPG Industries, Inc., 6.650%, 03/15/18			1,935,000			2,276,899
Pulte Homes, Inc., 6.000%, 02/15/35			1,265,000			993,025
Pulte Homes, Inc., 6.375%, 05/15/33			465,000			385,950
Qantas Airways, Ltd., 6.050%, 04/15/16 (a)			1,500,000			1,627,401
Qwest Corp., 6.875%, 09/15/33			20,000			19,375
Rowan Cos., Inc., 7.875%, 08/01/19			300,000			357,053
Safeway, Inc., 6.350%, 08/15/17			400,000			458,355
Samsung Electronics Co., Ltd., 7.700%, 10/01/27 (a)			510,000			612,377
Sprint Capital Corp., 6.900%, 05/01/19			15,000			15,525
Sprint Capital Corp., 8.750%, 03/15/32			5,000			5,438
Telecom Italia Capital S.p.A., 6.000%, 09/30/34			40,000			34,045
Telecom Italia Capital S.p.A., 6.375%, 11/15/33			105,000			93,896
Tele-Communications, Inc., 9.800%, 02/01/12			350,000			368,112
Telefonica Emisiones SAU, 5.877%, 07/15/19			265,000			278,720
TGT Pipeline LLC, 5.200%, 06/01/18			465,000			494,360
Time Warner Cable, Inc., 6.750%, 07/01/18			1,500,000			1,742,010
Toro Co., The, 6.625%, 05/01/378			365,000			364,685
Western Union Co., The, 6.200%, 11/17/36			375,000	2		382,507
Western Union Co., The, 6.200%, 06/21/40			5,000			5,038
Weyerhaeuser Co., 6.875%, 12/15/33			660,000			666,073
Weyerhaeuser Co., 7.375%, 10/01/19			50,000			56,728
Weyerhaeuser Co., 7.375%, 03/15/32			90,000			93,909
Wyndham Worldwide Corp., 6.000%, 12/01/16			405,000			430,598
Wyndham Worldwide Corp., 7.375%, 03/01/20			460,000	2		510,911
Total Industrials						44,809,914
Utilities - 8.7%
Abu Dhabi National Energy Co., 7.250%, 08/01/18 (a)			1,040,000			1,176,500
Ameren Energy Generating Co., 7.000%, 04/15/18			1,200,000	2		1,230,120
Ameren Illinois Co., 6.250%, 04/01/18			1,370,000			1,530,382
Bruce Mansfield Unit 12, 6.850%, 06/01/348			312,243			335,538
Cleveland Electric Illuminating Co., The, 5.950%, 12/15/36			695,000			686,533
Commonwealth Edison Co., 4.700%, 04/15/15			510,000			556,083

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

29

Managers Fixed Income Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount			Value
Utilities - 8.7% (continued)
EDP Finance, B.V., 4.900%, 10/01/19 (a)		$	500,000		$	429,058
Empresa Nacional de Electricidad, 7.875%, 02/01/27			900,000	2		1,022,685
ITC Holdings Corp., 5.875%, 09/30/16 (a)			225,000			256,196
ITC Holdings Corp., 6.375%, 09/30/36 (a)			300,000			320,852
Korea Gas Corp., 6.000%, 07/15/14 (a)			300,000			329,202
Nisource Finance Corp., 6.400%, 03/15/18			1,645,000			1,866,093
Nisource Finance Corp., 6.800%, 01/15/19			900,000			1,046,097
Southwestern Electric Power Co., 6.450%, 01/15/19			1,225,000			1,390,005
Total Utilities						12,175,344
Total Corporate Bonds (cost $84,579779)						91,641,194
Foreign Government Obligations - 9.2%
Brazil, Republic of, 10.250%, 01/10/28	BRL		750,000			526,223
Canadian Government, 2.000%, 09/01/12	CAD		3,700,000			3,865,578
Canadian Government, 3.750%, 06/01/12	CAD		135,000			143,137
Canadian Government, 5.250%, 06/01/12	CAD		390,000			418,953
Inter-American Development Bank, 6.000%, 12/15/17	NZD		3,500,000			3,059,896
International Bank for Reconstruction & Development, Series GDIF, 1.430%, 03/05/14	SGD		1,000,000			827,317
Ireland Government Notes, 4.500%, 04/18/20	EUR		75,000			69,557
Ireland Government Notes, 5.000%, 10/18/20	EUR		25,000			23,253
Ireland Treasury Bonds, 4.500%, 10/18/18	EUR		275,000			261,909
Ireland Treasury Bonds, 5.400%, 03/13/25	EUR		125,000			112,316
Mexican Bonos, Series M10, 7.250%, 12/15/16	MXN		6,850,000			611,218
Mexican Fixed Rate Bonds, 8.000%, 12/07/23	MXN		3,500,000			317,410
Mexican Government, 9.000%, 12/20/12	MXN		5,950,000			537,224
New South Wales Treasury Corp., 6.000%, 05/01/12	AUD		1,660,000			1,797,253
New South Wales Treasury Corp., Series 12RG, 6.000%, 05/01/12	AUD		260,000			281,482
Portugal Obrigacoes do Tesouro, 3.850%, 04/15/21	EUR		50,000			42,119
Portugal Obrigacoes do Tesouro, 4.800%, 06/15/20	EUR		25,000			22,316
Total Foreign Government Obligations (cost $11,242,539)						12,917,161
Municipal Bonds - 1.5%
Buckeye Tobacco Settlement Financing Authority, Series 2007 A-2, 5.875%, 06/01/478			250,000			181,957
California State, 4.500%, 08/01/27, (AMBAC Insured)			45,000			43,352
California State, 4.500%, 08/01/30			30,000			27,418
California State, 4.500%, 08/01/30, (AMBAC Insured)			35,000			31,988
California State, Variable Purpose Bond, 3.250%, 12/01/27, (National Insured)			25,000			19,950
Chicago Illinois O’Hare International Airport Revenue Bond, Series 2008 A, 4.500%, 01/01/38, (AGM Insured)			15,000			12,802
Eufaula Alabama, Series 2003 C, 4.000%, 08/15/12, (AMBAC Insured)			175,000			175,219
Illinois State General Obligation, Series 2003, 5.100%, 06/01/33			770,000			655,054
Michigan Tobacco Settlement Financial Authority, Series 2006 A, 7.309%, 06/01/348			390,000			283,312
San Jose California Redevelopment Agency Tax Allocation, Series 2006 C, 3.750%, 08/01/28, (BHAC Insured)			15,000			11,878

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

30

Managers Fixed Income Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Municipal Bonds - 1.5% (continued)
San Jose California Redevelopment Agency Tax Allocation, Series 2006 C, 3.750%, 08/01/28, (National Insured)	$	35,000	$	23,931
Virginia Tobacco Settlement Financing Corp., 6.706%, 06/01/468		1,055,000		704,698
Total Municipal Bonds (cost $2,613,396)				2,171,559
Asset-Backed Securities - 4.2%
Centex Home Equity Loan, Series 2004-A, Class AF6, 4.270%, 01/25/346		209,208		210,757
Countrywide Home Loans, Series 2002-S1, Class A5, 5.960%, 11/25/16 (b)		120,096		113,643
Marriott Vacation Club Owner Trust, Series 2009-2A, Class A, 4.809%, 07/20/31 (a)		731,436		755,384
Merrill Auto Trust Securitization, Series 2008-1, Class B, 6.750%, 04/15/15		200,000		208,439
Sierra Receivables Funding Company, Series 2010-2A, Class A, 3.840%, 11/20/25 (a)		1,155,358		1,177,330
Trinity Rail Leasing, L.P., Series 2010 1A, Class A, 5.194%, 10/16/40 (a)		2,931,123		2,937,631
World Financial Network Credit Card Master Note Trust, Series 2010-A, 6.750%, 04/15/19		500,000		550,200
Total Asset-Backed Securities (cost $5,832,653)				5,953,384
Mortgage-Backed Securities - 0.5%
Credit Suisse Mortgage Capital, Series 2007-C5, Class A4, 5.695%, 09/15/406		300,000		318,510
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2007-LDPX, Class A3, 5.420%, 01/15/49		110,000		118,097
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2007-LD11, Class A4, 6.005% 06/15/496		220,000		237,613
LB-UBS Commercial Mortgage Trust, Series 2001-C3, Class A2, 6.365%, 12/15/28		63,902		63,899
Total Mortgage-Backed Securities (cost $399,805)				738,119
Common Stocks - 8.5%	Shares
Health Care - 3.3%
Bristol-Myers Squibb Co.		160,000		4,633,600
Information Technology - 5.2%
Intel Corp.		204,750		4,537,260
Microsoft Corp.		105,934		2,754,284
Total Information Technology				7,291,544
Total Common Stocks (cost $11,399,925)				11,925,144
Preferred Stocks - 0.6%
Consumer Discretionary - 0.5%
General Motors Co., Series 2010 B, 4.750%10		2,400		116,976
Newell Financial Trust I, 5.250%10		13,455		635,749
Total Consumer Discretionary				752,725
Financials - 0.1%
Health Care REIT, Inc., Series I, 6.500%10		1,200		63,600
Total Preferred Stocks (cost $757,997)				816,325
Short-Term Investments - 12.4%1
BNY Institutional Cash Reserves Fund, Series B*4,9		247,573		197,836
BNY Mellon Overnight Government Fund, 0.08%4		4,604,057		4,604,057
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%		12,529,987		12,529,987
Total Short-Term Investments (cost $17,381,617)				17,331,880
Total Investments - 102.2%33 (cost $134,207,711)				143,494,766
Other Assets, less Liabilities - (2.2)%				(3,133,174	)
Net Assets - 100.0%			$	140,361,592

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

31

Notes to Schedules of Portfolio Investments (unaudited)

The following footnotes and abbreviations are to be read in conjunction with the Schedules of Portfolio Investments previously presented in this report.

At June 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 as follows:

Fund	Cost		Appreciation		Depreciation			Net
Managers AMG Chicago Equity Partners Mid-Cap	$	42,458,073	$	7,506,876	($	423,267	)	$	7,083,609
Managers AMG Chicago Equity Partners Balanced		18,272,112		2,208,528		(93,986	)		2,114,542
Managers High Yield		31,381,073		1,714,538		(476,336	)		1,238,202
Managers Fixed Income		134,229,204		10,752,014		(1,486,452	)		9,265,562

^#  Rounds to less than 0.01%.

* Non-income producing security

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2011, the value of these securities amounted to the following:

Fund	Value		% of Net Assets
Managers High Yield	$	10,439,915		31.5	%
Managers Fixed Income		23,356,671		15.6	%

(b) Step Bond: A debt instrument with either deferred interest payments or an interest rate that resets at specific times during its term.

¹  Yield shown for an investment company represents the June 30, 2011, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

²  Some or all of these securities were out on loan to various brokers as of June 30, 2011, amounting to:

Fund	Market Value		% of Net Assets
Managers AMG Chicago Equity Partners Mid-Cap	$	2,157,851		4.6	%
Managers AMG Chicago Equity Partners Balanced		514,043		2.6	%
Managers High Yield		2,994,532		9.0	%
Managers Fixed Income		4,687,812		3.3	%

³  Floating Rate Security: The rate listed is as of June 30, 2011. Date in parenthesis represents the security’s next coupon rate reset.

⁴  Collateral received from brokers for securities lending was invested in this short-term investment.

⁵  All or part of security has been segregated for delayed delivery transactions.

⁶  Variable Rate Security: The rate listed is as of June 30, 2011 and is periodically reset subject to terms and conditions set forth in the debenture.

⁷  Payment-in-kind security: A type of high yield debt instrument whose issuer has the option of making interest payments either in cash or in additional debt securities.

⁸  Illiquid Security: A security not readily convertible into cash such as a stock, bond or commodity that is not actively traded and would be difficult to sell in a current sale. The Funds may not invest more than 15% of their net assets in illiquid securities. All securities are valued by an independent pricing agent. Illiquid securities market value at June 30, 2011, amounted to the following:

Fund	Value		% of Net Assets
Managers Fixed Income	$	2,919,180		2.1	%

⁹  On September 12, 2008, The Bank of New York Mellon established a separate sleeve of the BNY Institutional Cash Reserves Fund (Series B) to hold certain Lehman Brothers floating rate notes. The Fund’s position in Series B is being fair valued daily. (See Note 7 in the Notes to Financial Statements.)

¹⁰  Convertible Bond: A corporate, usually a junior debenture that can be converted, at the option of the holder, for a specific number of shares of the company’s preferred stock or common stock. Convertible bonds market value at June 30, 2011, amounted to the following:

Fund	Value		% of Net Assets
Managers Fixed Income	$	13,290,851		9.5	%

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

32

Notes to Schedules of Portfolio Investments (continued)

The following tables summarize the inputs used to value the Funds’ net assets by the above fair value hierarchy levels as of June 30, 2011:

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable  Inputs Level 2		Significant Unobservable  Inputs Level 3		Total
Managers AMG Chicago Equity Partners Mid-Cap
Investments in Securities
Common Stocks†	$	46,707,025		—		—	$	46,707,025
Short-Term Investments		2,707,023	$	127,634		—		2,834,657
Total Investments in Securities	$	49,414,048	$	127,634		—	$	49,541,682
	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable  Inputs Level 2		Significant Unobservable  Inputs Level 3		Total
Managers AMG Chicago Equity Partners Balanced
Investments in Securities
Common Stocks†	$	10,897,215		—		—	$	10,897,215
Corporate Bonds††		—	$	814,575		—		814,575
U.S. Government and Agency Obligations
Federal Home Loan Bank		—		220,622		—		220,622
Federal Home Loan Mortgage Corporation		—		924,735		—		924,735
Federal National Mortgage Association		—		4,232,770		—		4,232,770
United States Treasury Securities		—		1,970,259		—		1,970,259
Mortgage-Backed Securities		—		267,677		—		267,677
Short-Term Investments		1,036,113		22,688		—		1,058,801
Total Investments in Securities	$	11,933,328	$	8,453,326		—	$	20,386,654

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable  Inputs Level 2		Significant Unobservable  Inputs Level 3		Total
Managers High Yield
Investments in Securities
Common Stocks†	$	193,963		—		—	$	193,963
Corporate Bonds††		—	$	29,350,443		—		29,350,443
Short-Term Investments		3,004,748		70,121		—		3,074,869
Total Investments in Securities	$	3,198,711	$	29,420,564		—	$	32,619,275

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

33

Notes to Schedule of Portfolio Investments (continued)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable  Inputs Level 2		Significant Unobservable  Inputs Level 3		Total
Managers Fixed Income
Investments in Securities
Corporate Bonds††		—	$	91,641,194		—	$	91,641,194
Asset-Backed Securities		—		5,953,384		—		5,953,384
Mortgage-Backed Securities		—		738,119		—		738,119
Foreign Government Obligations		—		12,917,161		—		12,917,161
Municipal Bonds		—		2,171,559		—		2,171,559
Common Stocks†	$	11,925,144		—		—		11,925,144
Preferred Stocks*		—		816,325		—		816,325
Short-Term Investments		17,134,044		197,836		—		17,331,880
Total Investments in Securities	$	29,059,188	$	114,435,578		—	$	143,494,766

^†  All common stocks held in the Fund are Level 1 securities. For a detailed break-out of the common stocks by major industry classification, please refer to the Schedule of Portfolio Investments.

^††  All corporate bonds held in the Fund are Level 2 securities. For a detailed break-out of the corporate bonds by major industry classification, please refer to the Schedule of Portfolio Investments.

* All preferred stocks held in the Fund are Level 2 securities. For a detailed break-out of the preferred stocks by major industry classification, please refer to the Schedule of Portfolio Investments.

As of June 30, 2011, the Funds had no significant transfers between Level 1 and Level 2 from the beginning of the reporting period.

Investments Definitions and Abbreviations:

AGM:	Assured Guaranty Municipal Corp.	GDIF:	Global Debt Insurance Facility
AMBAC:	American Municipal Bond Assurance Corp.	National:	National Public Finance Guarantee Group
BHAC:	Berkshire Hathaway Assurance Corp.	REIT:	Real Estate Investment Trust
FHLB:	Federal Home Loan Bank
FHLMC:	Federal Home Loan Mortgage Corp.
FNMA:	Federal National Mortgage Association

Abbreviations have been used throughout the portfolios to indicate amounts shown in currencies of par values other than the U.S. dollar (USD):

AUD:	Australian Dollar	MXN:	Mexican Peso
BRL:	Brazilian Real	NZD:	New Zealand Dollar
CAD:	Canadian Dollar	SGD:	Singapore Dollar
EUR:	Euro

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

34

Statements of Assets and Liabilities

June 30, 2011 (unaudited)

	Managers AMG Chicago Equity Partners Mid-Cap Fund			Managers AMG Chicago Equity Partners Balanced Fund			Managers High Yield Fund			Managers Fixed Income Fund
Assets:
Investments at value* (including securities on loan valued at $2,157,851, $514,043, $2,994,532, and $4,687,812, respectively)	$	49,541,682		$	20,386,654		$	32,619,275		$	143,494,766
Foreign currency**		—			—			—			18,576
Receivable for investments sold		276,477			—			151,175			243,508
Receivable for Fund shares sold		290,468			870,885			3,688,314			212,182
Receivable from affiliate		6,234			7,231			12,057			22,617
Dividends, interest and other receivables		33,210			72,279			567,363			1,590,393
Prepaid expenses		32,784			29,657			27,971			31,884
Total assets		50,180,855			21,366,706			37,066,155			145,613,926
Liabilities:
Payable for Fund shares repurchased		326,488			1,188,220			635,052			229,766
Payable upon return of securities loaned		2,211,447			530,500			3,092,497			4,851,630
Payable for investments purchased		284,811			—			124,175			—
Payable to custodian		—			—			39,714			—
Accrued expenses:
Investment management and advisory fees		26,274			11,242			17,491			51,918
Administrative fees		7,507			3,212			4,998			23,075
Other		35,329			34,824			51,733			95,945
Total liabilities		2,891,856			1,767,998			3,965,660			5,252,334
Net Assets	$	47,288,999		$	19,598,708		$	33,100,495		$	140,361,592
Net Assets Represent:
Paid-in capital	$	46,130,358		$	17,527,923		$	35,545,495		$	129,121,765
Undistributed net investment income		149,242			5,407			923			53,022
Accumulated net realized gain (loss) from investments and foreign currency transactions		(6,424,974	)		(115,152	)		(3,689,635	)		1,897,144
Net unrealized appreciation of investments and foreign currency translations		7,434,373			2,180,530			1,243,712			9,289,661
Net Assets	$	47,288,999		$	19,598,708		$	33,100,495		$	140,361,592
Class A Shares - Net Assets	$	10,910,662		$	9,247,709		$	24,448,994		$	33,804,060
Shares outstanding		701,550			645,182			3,147,923			3,010,393
Net asset value and redemption price per share	$	15.55		$	14.33		$	7.77		$	11.23
Offering price per share based on a maximum sales charge of 5.75% (NAV per share/(100% - 5.75%)	$	16.50		$	15.20			n/a			n/a
Offering price per share based on a maximum sales charge of 4.25% (NAV per share/(100% - 4.25%)		n/a			n/a		$	8.11		$	11.73
Class B Shares - Net Assets		—	1		—	1		—	1	$	3,600,469	2
Shares outstanding		—	1		—	1		—	1		323,117
Net asset value and offering price per share	$	14.44		$	14.15		$	7.65		$	11.14
Class C Shares - Net Assets	$	2,982,542		$	1,985,779		$	3,523,118		$	37,112,947
Shares outstanding		206,944			139,354			460,320			3,310,952
Net asset value and offering price per share	$	14.41		$	14.25		$	7.65		$	11.21
Institutional Class Shares - Net Assets	$	33,395,795		$	8,365,220		$	5,128,383		$	65,844,116
Shares outstanding		2,040,173			578,789			653,683			5,846,008
Net asset value, offering and redemption price per share	$	16.37		$	14.45		$	7.85		$	11.26
* Investments at cost	$	42,107,309		$	18,206,124		$	31,375,562		$	134,207,711
** Foreign currency at cost		—			—			—		$	15,970

¹  Effective at the close of business on June 30, 2011, all B shares converted to A shares.

²  Effective at the close of business on June 30, 2011, shares are no longer available for purchase.

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

35

Statements of Operations

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

	Managers AMG Chicago Equity Partners Mid-Cap Fund			Managers AMG Chicago Equity Partners Balanced Fund			Managers High Yield Fund			Managers Fixed  Income Fund
Investment Income:
Dividend income	$	310,233		$	108,218		$	1,227		$	149,446
Interest income		—			135,055			1,286,940			3,425,034
Securities lending fees		1,554			178			4,950			8,368
Total investment income		311,787			243,451			1,293,117			3,582,848
Expenses:
Investment management and advisory fees		155,159			66,840			108,127			317,353
Administrative fees		44,331			19,097			30,893			141,046
Distribution Fees - Class A		11,303			9,970			26,848			44,339
Distribution Fees - Class B		1,331	1		3,737	1		3,125	1		18,232
Distribution Fees - Class C		15,173			11,866			19,098			200,589
Registration fees		23,571			24,681			25,725			28,629
Professional fees		15,608			14,124			16,946			25,675
Custodian		9,232			13,024			18,332			16,534
Transfer agent		3,946			2,208			6,225			14,774
Reports to shareholders		4,372			3,316			9,121			9,938
Trustees fees and expenses		1,537			588			955			5,802
Miscellaneous		1,826			1,547			1,874			4,551
Total expenses before offsets		287,389			170,998			267,269			827,462
Expense reimbursements		(40,124	)		(49,882	)		(79,163	)		(148,079	)
Expense reductions		(11,980	)		(881	)		(13	)		(61	)
Net expenses		235,285			120,235			188,093			679,322
Net investment income		76,502			123,216			1,105,024			2,903,526
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		4,835,967			885,908			719,350			2,968,250
Net realized gain on foreign currency transactions		—			—			—			20,073
Net change in unrealized appreciation (depreciation) of investments		364,187			276,400			(575,676	)		6,535
Net change in unrealized depreciation of foreign currency translations		—			—			—			(2,437	)
Net realized and unrealized gain		5,200,154			1,162,308			143,674			2,992,421
Net increase in net assets resulting from operations	$	5,276,656		$	1,285,524		$	1,248,698		$	5,895,947

¹  The amounts disclosed above represent expenses incurred up to the conversion to A shares.

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

36

Statements of Changes in Net Assets

For the six months ended June 30, 2011 (unaudited) and for the year ended December 31, 2010

	Managers AMG Chicago  Equity Partners Mid-Cap Fund						Managers AMG Chicago  Equity Partners Balanced Fund
	2011			2010			2011			2010
Increase in Net Assets From Operations:
Net investment income	$	76,502		$	259,108		$	123,216		$	269,679
Net realized gain on investments and foreign currency transactions		4,835,967			5,949,208			885,908			1,761,338
Net change in unrealized appreciation (depreciation) of investments andforeign currency translations		364,187			2,895,240			276,400			(153,247	)
Net increase in net assets resulting from operations		5,276,656			9,103,556			1,285,524			1,877,770
Distributions to Shareholders:
From net investment income:
Class A		—			(32,789	)		(51,418	)		(108,880	)
Class B		—			—			(2,358	)1		(4,280	)
Class C		—			—			(4,227	)		(22,845	)
Institutional Class		—			(197,349	)		(60,452	)		(136,824	)
Total distributions to shareholders		—			(230,138	)		(118,455	)		(272,829	)
From Capital Share Transactions:
Proceeds from sale of shares		4,205,506			3,759,737			3,093,793			3,414,197
Reinvestment of dividends and distributions		—			211,777			92,446			204,143
Cost of shares repurchased		(2,936,670	)		(7,615,267	)		(3,590,194	)		(4,518,470	)
Net increase (decrease) from capital share transactions		1,268,836			(3,643,753	)		(403,955	)		(900,130	)
Total increase in net assets		6,545,492			5,229,665			763,114			704,811
Net Assets:
Beginning of period		40,743,507			35,513,842			18,835,594			18,130,783
End of period	$	47,288,999		$	40,743,507		$	19,598,708		$	18,835,594
End of period undistributed net investment income	$	149,242		$	72,740		$	5,407		$	646

¹ The amounts disclosed above were incurred prior to the closing of B shares and/or the conversion to A shares.

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

37

Statements of Changes in Net Assets

For the six months ended June 30, 2011 (unaudited) and for the year ended December 31, 2010

	Managers High Yield Fund						Managers Fixed Income Fund
	2011			2010			2011			2010
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	1,105,024		$	2,554,270		$	2,903,526		$	5,732,686
Net realized gain (loss) on investments and foreign currency transactions		719,350			1,025,889			2,988,323			(209,231	)
Net change in unrealized appreciation (depreciation) of investments and foreign currency translations		(575,676	)		628,227			4,098			7,918,026
Net increase in net assets resulting from operations		1,248,698			4,208,386			5,895,947			13,441,481
Distributions to Shareholders:
From net investment income:
Class A		(790,481	)		(1,845,390	)		(762,527	)		(1,816,800	)
Class B		(20,401	)1		(57,140	)		(64,774	)1		(124,108	)
Class C		(125,022	)		(309,306	)		(707,485	)		(1,815,282	)
Institutional Class		(189,375	)		(342,789	)		(1,419,016	)		(2,145,972	)
Total distributions to shareholders		(1,125,279	)		(2,554,625	)		(2,953,802	)		(5,902,162	)
From Capital Share Transactions:
Proceeds from sale of shares		6,293,812			6,148,030			24,074,493			54,457,609
Reinvestment of dividends and distributions		904,312			1,995,842			1,988,670			3,976,670
Cost of shares repurchased		(5,415,018	)		(16,508,471	)		(38,182,536	)		(53,494,943	)
Net increase (decrease) from capital share transactions		1,783,106			(8,364,599	)		(12,119,373	)		4,939,336
Total increase (decrease) in net assets		1,906,525			(6,710,838	)		(9,177,228	)		12,478,655
Net Assets:
Beginning of period		31,193,970			37,904,808			149,538,820			137,060,165
End of period	$	33,100,495		$	31,193,970		$	140,361,592		$	149,538,820
End of period undistributed net investment income	$	923		$	21,178		$	53,022		$	103,298

¹  The amounts disclosed above were incurred prior to the closing of B shares and/or the conversion to A shares.

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

38

Financial Highlights

For a share outstanding throughout the six months ended June 30, 2011 (unaudited) and each year ended December 31,

	For the six months ended June 30, 2011			Class A
Managers AMG Chicago Equity Partners Mid-Cap Fund	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	13.77		$	10.80		$	7.82		$	13.67		$	14.60		$	13.48
Income from Investment Operations:
Net investment income (loss)		0.01			0.07			0.09			0.06			(0.02	)2		0.05
Net realized and unrealized gain (loss) on investments		1.77			2.96			2.98			(5.84	)		0.17	2		1.11
Total from investment operations		1.78			3.03			3.07			(5.78	)		0.15			1.16
Less Distributions to Shareholders from:
Net investment income		—			(0.06	)		(0.09	)		(0.06	)		—			(0.04	)
Net realized gain on investments		—			—			—			(0.01	)		(1.08	)		—
Total distributions to shareholders		—			(0.06	)		(0.09	)		(0.07	)		(1.08	)		(0.04	)
Net Asset Value, End of Period	$	15.55		$	13.77		$	10.80		$	7.82		$	13.67		$	14.60
Total Return1		12.93	%6		28.06	%		39.20	%		(42.28	)%		0.84	%		8.69	%
Ratio of net expenses to average net assets		1.19	%7		1.19	%		1.19	%		1.18	%		1.21	%		1.23	%
Ratio of net investment income (loss) to average net assets1		0.22	%7		0.60	%		1.15	%		0.57	%		(0.10	)%		0.34	%
Portfolio turnover		55	%6		137	%		115	%		107	%		125	%		85	%
Net assets at end of period (000’s omitted)	$	10,911		$	7,590		$	6,149		$	3,863		$	6,464		$	9,178
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.42	%7		1.47	%		1.53	%		1.44	%		1.37	%		1.36	%
Ratio of net investment income (loss) to average net assets		(0.01	)%7		0.32	%		0.81	%		0.31	%		(0.25	)%		0.22	%

	For the six months ended June 30, 2011 (unaudited)			Class B
Managers AMG Chicago Equity Partners Mid-Cap Fund				2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	12.83		$	10.13		$	7.33		$	12.80		$	13.79		$	12.82
Income from Investment Operations:
Net investment loss		(0.09	)		(0.03	)2		(0.12	)		(0.06	)		(0.13	)2		(0.08	)
Net realized and unrealized gain (loss) on investments		1.70			2.73	2		2.92			(5.40	)		0.15	2		1.09
Total from investment operations		1.61			2.70			2.80			(5.46	)		0.02			1.01
Less Distributions to Shareholders from:
Net investment income		—			—			—			—			—			(0.04	)
Net realized gain on investments		—			—			—			(0.01	)		(1.01	)		—
Total distributions to shareholders		—			—			—			(0.01	)		(1.01	)		(0.04	)
Net Asset Value, End of Period	$	14.44		$	12.83		$	10.13		$	7.33		$	12.80		$	13.79
Total Return1		12.55	%6		26.65	%4		38.20	%4		(42.67	)%		(0.03	)%		7.88	%
Ratio of net expenses to average net assets		1.94	%7		1.94	%		1.94	%		1.94	%		1.96	%		1.98	%
Ratio of net investment income (loss) to average net assets1		(0.53	)%7		(0.23	)%		0.33	%		(0.30	)%		(0.86	)%		(0.41	)%
Portfolio turnover		55	%6		137	%		115	%		107	%		125	%		85	%
Net assets at end of period (000’s omitted)	$	0	8	$	261		$	621		$	1,742		$	6,909		$	11,197
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		2.17	%7		2.22	%		2.27	%		2.20	%		2.12	%		2.11	%
Ratio of net investment income (loss) to average net assets		(0.76	)%7		(0.51	)%		0.00	%#		(0.56	)%		(1.02	)%		(0.59	)%

39

Financial Highlights

For a share outstanding throughout the six months ended June 30, 2011 (unaudited) and each year ended December 31,

	For the six months ended June 30, 2011			Class C
Managers AMG Chicago Equity Partners Mid-Cap Fund	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	12.81		$	10.11		$	7.32		$	12.79		$	13.80		$	12.83
Income from Investment Operations:
Net investment income (loss)		(0.05	)		(0.04	)		0.02			(0.03	)		(0.12	)2		(0.06	)
Net realized and unrealized gain (loss) on investments		1.65			2.74			2.77			(5.43	)		0.12	2		1.07
Total from investment operations		1.60			2.70			2.79			(5.46	)		—			1.01
Less Distributions to Shareholders from:
Net investment income		—			—			(0.00	)#		—			—			(0.04	)
Net realized gain on investments		—			—			—			(0.01	)		(1.01	)		—
Total distributions to shareholders		—			—			(0.00	)#		(0.01	)		(1.01	)		(0.04	)
Net Asset Value, End of Period	$	14.41		$	12.81		$	10.11		$	7.32		$	12.79		$	13.80
Total Return1		12.49	%6		26.71	%		38.18	%		(42.71	)%		(0.19	)%		7.87	%
Ratio of net expenses to average net assets		1.94	%7		1.94	%		1.94	%		1.94	%		1.96	%		1.98	%
Ratio of net investment income (loss) to average net assets1		(0.53	)%7		(0.18	)%		0.38	%		(0.23	)%		(0.85	)%		(0.41	)%
Portfolio turnover		55	%6		137	%		115	%		107	%		125	%		85	%
Net assets at end of period (000’s omitted)	$	2,983		$	3,026		$	3,669		$	3,558		$	8,651		$	11,748
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		2.17	%7		2.22	%		2.28	%		2.19	%		2.12	%		2.11	%
Ratio of net investment income (loss) to average net assets		(0.76	)%7		(0.46	)%		0.04	%		(0.49	)%		(1.02	)%		(0.56	)%

	For the six months ended June 30, 2011			Institutional Class
Managers AMG Chicago Equity Partners Mid-Cap Fund	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	14.48		$	11.39		$	8.24		$	14.42		$	15.41		$	14.19
Income from Investment Operations:
Net investment income		0.04			0.11			0.14			0.10			0.03	2		0.09
Net realized and unrealized gain (loss) on investments		1.85			3.08			3.12			(6.18	)		0.11	2		1.17
Total from investment operations		1.89			3.19			3.26			(6.08	)		0.14			1.26
Less Distributions to Shareholders from:
Net investment income		—			(0.10	)		(0.11	)		(0.09	)		—			(0.04	)
Net realized gain on investments		—			—			—			(0.01	)		(1.13	)		—
Total distributions to shareholders		—			(0.10	)		(0.11	)		(0.10	)		(1.13	)		(0.04	)
Net Asset Value, End of Period	$	16.37		$	14.48		$	11.39		$	8.24		$	14.42		$	15.41
Total Return1		13.05	%6		27.97	%		39.59	%		(42.13	)%		0.78	%		8.96	%
Ratio of net expenses to average net assets		0.94	%7		0.94	%		0.94	%		0.94	%		0.96	%		0.98	%
Ratio of net investment income to average net assets1		0.47	%7		0.84	%		1.39	%		0.77	%		0.16	%		0.59	%
Portfolio turnover		55	%6		137	%		115	%		107	%		125	%		85	%
Net assets at end of period (000’s omitted)	$	33,396		$	29,867		$	25,075		$	22,152		$	51,029		$	56,008
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.17	%7		1.22	%		1.28	%		1.19	%		1.12	%		1.11	%
Ratio of net investment income to average net assets		0.24	%7		0.56	%		1.05	%		0.51	%		0.01	%		0.47	%

40

Financial Highlights

For a share outstanding throughout the six months ended June 30, 2011 (unaudited) and each year ended December 31,

Managers AMG Chicago Equity Partners Balanced Fund	For the six months ended June 30, 2011			Class A
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	13.49		$	12.33		$	10.45		$	13.18		$	12.86		$	11.55
Income from Investment Operations:
Net investment income		0.09			0.20			0.22			0.29			0.25			0.25
Net realized and unrealized gain (loss) on investments		0.84			1.16			1.87			(2.74	)		0.34			1.32
Total from investment operations		0.93			1.36			2.09			(2.45	)		0.59			1.57
Less Distributions to Shareholders from:
Net investment income		(0.09	)		(0.20	)		(0.21	)		(0.27	)		(0.27	)		(0.26	)
Return of capital		—			—			—			(0.01	)		—			—
Total distributions to shareholders		(0.09	)		(0.20	)		(0.21	)		(0.28	)		(0.27	)		(0.26	)
Net Asset Value, End of Period	$	14.33		$	13.49		$	12.33		$	10.45		$	13.18		$	12.86
Total Return1		6.89	%6		11.14	%		20.06	%		(18.68	)%		4.63	%		13.73	%
Ratio of net expenses to average net assets		1.24	%7		1.22	%		1.23	%		1.17	%		1.23	%		1.23	%
Ratio of net investment income to average net assets1		1.31	%7		1.56	%		1.77	%		2.53	%		1.93	%		2.05	%
Portfolio turnover		41	%6		97	%		114	%		99	%		206	%		66	%
Net assets at end of period (000’s omitted)	$	9,248		$	7,605		$	6,933		$	9,932		$	2,076		$	1,933
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.77	%7		1.80	%		1.76	%		1.68	%		1.78	%		1.81	%
Ratio of net investment income to average net assets		0.78	%7		0.98	%		1.24	%		2.03	%		1.38	%		1.49	%

Managers AMG Chicago Equity Partners Balanced Fund	For the six months ended June 30, 2011			Class B
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	13.33		$	12.17		$	10.29		$	12.96		$	12.64		$	11.36
Income from Investment Operations:
Net investment income		0.00	#		0.10			0.16			0.16			0.16			0.18
Net realized and unrealized gain (loss) on investments		0.86			1.15			1.83			(2.66	)		0.33			1.29
Total from investment operations		0.86			1.25			1.99			(2.50	)		0.49			1.47
Less Distributions to Shareholders from:
Net investment income		(0.04	)		(0.10	)		(0.11	)		(0.16	)		(0.17	)		(0.19	)
Return of capital		—			—			—			(0.01	)		—			—
Total distributions to shareholders		(0.04	)		(0.10	)		(0.11	)		(0.17	)		(0.17	)		(0.19	)
Net Asset Value, End of Period	$	14.15		$	13.33		$	12.17		$	10.29		$	12.96		$	12.64
Total Return1		6.53	%6		10.28	%		19.42	%		(19.38	)%		3.86	%		12.83	%
Ratio of net expenses to average net assets		1.99	%7		1.97	%		1.98	%		1.97	%		1.98	%		1.98	%
Ratio of net investment income to average net assets1		0.57	%7		0.81	%		1.11	%		1.53	%		1.16	%		1.30	%
Portfolio turnover		41	%6		97	%		114	%		99	%		206	%		66	%
Net assets at end of period (000’s omitted)	$	0	8	$	562		$	978		$	2,434		$	6,026		$	8,485
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		2.52	%7		2.55	%		2.51	%		2.55	%		2.53	%		2.56	%
Ratio of net investment income to average net assets		0.04	%7		0.23	%		0.58	%		0.95	%		0.61	%		0.71	%

41

Financial Highlights

For a share outstanding throughout the six months ended June 30, 2011 (unaudited) and each year ended December 31,

Managers AMG Chicago Equity Partners Balanced Fund	For the six months ended June 30, 2011			Class C
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	13.41		$	12.25		$	10.38		$	13.08		$	12.76		$	11.46
Income from Investment Operations:
Net investment income		0.04			0.11			0.12			0.18			0.16			0.16
Net realized and unrealized gain (loss) on investments		0.83			1.15			1.88			(2.70	)		0.33			1.31
Total from investment operations		0.87			1.26			2.00			(2.52	)		0.49			1.47
Less Distributions to Shareholders from:
Net investment income		(0.03	)		(0.10	)		(0.13	)		(0.17	)		(0.17	)		(0.17	)
Return of capital		—			—			—			(0.01	)		—			—
Total distributions to shareholders		(0.03	)		(0.10	)		(0.13	)		(0.18	)		(0.17	)		(0.17	)
Net Asset Value, End of Period	$	14.25		$	13.41		$	12.25		$	10.38		$	13.08		$	12.76
Total Return1		6.56	%6		10.35	%4		19.33	%		(19.36	)%		3.86	%		12.88	%
Ratio of net expenses to average net assets		1.99	%7		1.97	%		1.98	%		1.96	%		1.98	%		1.98	%
Ratio of net investment income to average net assets1		0.53	%7		0.81	%		1.04	%		1.57	%		1.17	%		1.30	%
Portfolio turnover		41	%6		97	%		114	%		99	%		206	%		66	%
Net assets at end of period (000’s omitted)	$	1,986		$	2,805		$	3,056		$	2,926		$	4,013		$	4,479
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		2.52	%7		2.55	%		2.51	%		2.52	%		2.53	%		2.56	%
Ratio of net investment income to average net assets		0.00	%7		0.23	%		0.51	%		1.01	%		0.62	%		0.71	%

Managers AMG Chicago Equity Partners Balanced Fund	For the six months ended June 30, 2011			Institutional Class
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	13.60		$	12.43		$	10.54		$	13.28		$	12.96		$	11.64
Income from Investment Operations:
Net investment income		0.11			0.24			0.23			0.31			0.29			0.29
Net realized and unrealized gain (loss) on investments		0.85			1.17			1.90			(2.74	)		0.34			1.32
Total from investment operations		0.96			1.41			2.13			(2.43	)		0.63			1.61
Less Distributions to Shareholders from:
Net investment income		(0.11	)		(0.24	)		(0.24	)		(0.30	)		(0.31	)		(0.29	)
Return of capital		—			—			—			(0.01	)		—			—
Total distributions to shareholders		(0.11	)		(0.24	)		(0.24	)		(0.31	)		(0.31	)		(0.29	)
Net Asset Value, End of Period	$	14.45		$	13.60		$	12.43		$	10.54		$	13.28		$	12.96
Total Return1		7.04	%6		11.42	%		20.44	%		(18.51	)%		4.87	%		13.98	%
Ratio of net expenses to average net assets		0.99	%7		0.97	%		0.98	%		0.96	%		0.98	%		0.98	%
Ratio of net investment income to average net assets1		1.56	%7		1.81	%		2.03	%		2.58	%		2.18	%		2.30	%
Portfolio turnover		41	%6		97	%		114	%		99	%		206	%		66	%
Net assets at end of period (000’s omitted)	$	8,365		$	7,863		$	7,164		$	6,065		$	7,754		$	7,676
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.52	%7		1.55	%		1.51	%		1.52	%		1.53	%		1.56	%
Ratio of net investment income to average net assets		1.03	%7		1.23	%		1.50	%		2.02	%		1.63	%		1.73	%

42

Financial Highlights

For a share outstanding throughout the six months ended June 30, 2011 (unaudited) and each year ended December 31,

Managers High Yield Fund	For the six months ended June 30, 2011			Class A
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	7.74		$	7.35		$	5.25		$	8.23		$	8.63		$	8.30
Income from Investment Operations:
Net investment income		0.28			0.61			0.60			0.64			0.59			0.55
Net realized and unrealized gain (loss) on investments		0.04			0.39			2.10			(2.99	)		(0.40	)		0.33
Total from investment operations		0.32			1.00			2.70			(2.35	)		0.19			0.88
Less Distributions to Shareholders from:
Net investment income		(0.29	)		(0.61	)		(0.60	)		(0.63	)		(0.59	)		(0.55	)
Net Asset Value, End of Period	$	7.77		$	7.74		$	7.35		$	5.25		$	8.23		$	8.63
Total Return1		4.13	%6		14.20	%		53.97	%4		(30.02	)%4		2.25	%		11.07	%
Ratio of net expenses to average net assets		1.15	%7		1.15	%		1.15	%		1.15	%5		1.15	%		1.15	%
Ratio of net investment income to average net assets 1		7.22	%7		8.06	%		9.33	%		8.57	%5		6.92	%		6.65	%
Portfolio turnover		29	%6		60	%		56	%		41	%		51	%		65	%
Net assets at end of period (000’s omitted)	$	24,449		$	21,729		$	28,450		$	17,105		$	24,151		$	26,953
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.66	%7		1.78	%		1.68	%		1.70	%		1.55	%		1.54	%
Ratio of net investment income to average net assets		6.71	%7		7.43	%		8.80	%		8.01	%		6.52	%		6.26	%

Managers High Yield Fund	For the six months ended June 30, 2011			Class B
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	7.62		$	7.24		$	5.18		$	8.13		$	8.54		$	8.22
Income from Investment Operations:
Net investment income		0.27			0.52			0.58			0.56			0.54			0.50
Net realized and unrealized gain (loss) on investments		0.01			0.42			2.02			(2.94	)		(0.43	)		0.31
Total from investment operations		0.28			0.92			2.60			(2.38	)		0.11			0.81
Less Distributions to Shareholders from:
Net investment income		(0.25	)		(0.54	)		(0.54	)		(0.57	)		(0.52	)		(0.49	)
Net Asset Value, End of Period	$	7.65		$	7.62		$	7.24		$	5.18		$	8.13		$	8.54
Total Return1		3.61	%6		13.25	%4		52.52	%4		(30.62	)%4		1.30	%		10.21	%
Ratio of net expenses to average net assets		1.90	%7		1.90	%		1.90	%		1.90	%5		1.90	%		1.90	%
Ratio of net investment income to average net assets 1		6.48	%7		7.35	%		8.90	%		7.80	%5		6.14	%		5.88	%
Portfolio turnover		29	%6		60	%		56	%		41	%		51	%		65	%
Net assets at end of period (000’s omitted)	$	0	8	$	693		$	1,309		$	2,577		$	6,536		$	12,318
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		2.41	%7		2.53	%		2.42	%		2.45	%		2.30	%		2.28	%
Ratio of net investment income to average net assets		5.97	%7		6.72	%		8.38	%		7.25	%		5.74	%		5.50	%

43

Financial Highlights

For a share outstanding throughout the six months ended June 30, 2011 (unaudited) and each year ended December 31,

Managers High Yield Fund	For the six months ended June 30, 2011			Class C
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	7.63		$	7.24		$	5.18		$	8.12		$	8.53		$	8.21
Income from Investment Operations:
Net investment income		0.25			0.54			0.54			0.57			0.53			0.49
Net realized and unrealized gain (loss) on investments		0.02			0.39			2.06			(2.94	)		(0.41	)		0.32
Total from investment operations		0.27			0.93			2.60			(2.37	)		0.12			0.81
Less Distributions to Shareholders from:
Net investment income		(0.25	)		(0.54	)		(0.54	)		(0.57	)		(0.53	)		(0.49	)
Net Asset Value, End of Period	$	7.65		$	7.63		$	7.24		$	5.18		$	8.12		$	8.53
Total Return 1		3.61	%6		13.42	%		52.57	%4		(30.54	)%4		1.32	%		10.24	%
Ratio of net expenses to average net assets		1.90	%7		1.90	%		1.90	%		1.90	%5		1.90	%		1.90	%
Ratio of net investment income to average net assets 1		6.47	%7		7.29	%		8.68	%		7.91	%5		6.18	%		5.89	%
Portfolio turnover		29	%6		60	%		56	%		41	%		51	%		65	%
Net assets at end of period (000’s omitted)	$	3,523		$	4,053		$	4,488		$	3,516		$	6,186		$	7,653
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		2.41	%7		2.53	%		2.43	%		2.46	%		2.30	%		2.29	%
Ratio of net investment income to average net assets		5.96	%7		6.66	%		8.15	%		7.36	%		5.78	%		5.50	%

Managers High Yield Fund	For the six months ended June 30, 2011			Institutional Class
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	7.82		$	7.42		$	5.29		$	8.29		$	8.70		$	8.36
Income from Investment Operations:
Net investment income		0.29			0.63			0.64			0.64			0.64			0.58
Net realized and unrealized gain (loss) on investments		0.04			0.40			2.11			(2.98	)		(0.43	)		0.34
Total from investment operations		0.33			1.03			2.75			(2.34	)		0.21			0.92
Less Distributions to Shareholders from:
Net investment income		(0.30	)		(0.63	)		(0.62	)		(0.66	)		(0.62	)		(0.58	)
Net Asset Value, End of Period	$	7.85		$	7.82		$	7.42		$	5.29		$	8.29		$	8.70
Total Return 1		4.26	%6		14.58	%		54.64	%4		(29.80	)%4		2.40	%		11.38	%
Ratio of net expenses to average net assets		0.90	%7		0.90	%		0.90	%		0.90	%5		0.90	%		0.90	%
Ratio of net investment income to average net assets 1		7.47	%7		8.26	%		9.68	%		8.90	%5		7.16	%		6.91	%
Portfolio turnover		29	%6		60	%		56	%		41	%		51	%		65	%
Net assets at end of period (000’s omitted)	$	5,128		$	4,718		$	3,658		$	2,890		$	3,423		$	7,053
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.41	%7		1.53	%		1.42	%		1.46	%		1.30	%		1.29	%
Ratio of net investment income to average net assets		6.96	%7		7.63	%		9.16	%		8.34	%		6.77	%		6.51	%

44

Financial Highlights

For a share outstanding throughout the six months ended June 30, 2011 (unaudited) and each year ended December 31,

Managers Fixed Income Fund	For the six months ended June 30, 2011			Class A
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	11.00		$	10.43		$	8.93		$	10.54		$	10.55		$	10.36
Income from Investment Operations:
Net investment income		0.24			0.47			0.52			0.55			0.56			0.52
Net realized and unrealized gain (loss) on investments		0.23			0.56			1.49			(1.62	)		0.01			0.19
Total from investment operations		0.47			1.03			2.01			(1.07	)		0.57			0.71
Less Distributions to Shareholders from:
Net investment income		(0.24	)		(0.46	)		(0.49	)		(0.54	)		(0.58	)		(0.52	)
Return of capital		—			—			(0.02	)		—			—			—
Total distributions to shareholders		(0.24	)		(0.46	)		(0.51	)		(0.54	)		(0.58	)		(0.52	)
Net Asset Value, End of Period	$	11.23		$	11.00		$	10.43		$	8.93		$	10.54		$	10.55
Total Return 1		4.30	%6		10.04	%		23.14	%		(10.45	)%		5.53	%		7.10	%
Ratio of net expenses to average net assets		0.84	%7		0.84	%		0.84	%		0.84	%		0.82	%		0.74	%
Ratio of net investment income to average net assets 1		4.24	%7		4.13	%		5.30	%		5.72	%		5.12	%		4.98	%
Portfolio turnover		12	%6		23	%		42	%		16	%		17	%		55	%
Net assets at end of period (000’s omitted)	$	33,804		$	38,655		$	40,625		$	33,417		$	24,122		$	11,776
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.05	%7		1.07	%		1.08	%		1.08	%		1.12	%		1.15	%
Ratio of net investment income to average net assets		4.03	%7		3.90	%		5.06	%		5.48	%		4.84	%		4.60	%
Managers Fixed Income Fund	For the six months ended June 30, 2011			Class B
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	10.91		$	10.35		$	8.86		$	10.47		$	10.48		$	10.30
Income from Investment Operations:
Net investment income		0.20			0.40			0.49			0.48			0.51			0.43
Net realized and unrealized gain (loss) on investments		0.23			0.54			1.43			(1.62	)		(0.03	)		0.19
Total from investment operations		0.43			0.94			1.92			(1.14	)		0.48			0.62
Less Distributions to Shareholders from:
Net investment income		(0.20	)		(0.38	)		(0.41	)		(0.47	)		(0.49	)		(0.44	)
Return of capital		—			—			(0.02	)		—			—			—
Total distributions to shareholders		(0.20	)		(0.38	)		(0.43	)		(0.47	)		(0.49	)		(0.44	)
Net Asset Value, End of Period	$	11.14		$	10.91		$	10.35		$	8.86		$	10.47		$	10.48
Total Return 1		3.84	%6		9.16	%4		22.22	%		(11.13	)%		4.74	%		6.25	%
Ratio of net expenses to average net assets		1.59	%7		1.59	%		1.59	%		1.59	%		1.55	%		1.49	%
Ratio of net investment income to average net assets 1		3.49	%7		3.40	%		4.67	%		4.90	%		4.37	%		4.23	%
Portfolio turnover		12	%6		23	%		42	%		16	%		17	%		55	%
Net assets at end of period (000’s omitted)	$	3,600	9	$	3,773		$	4,055		$	6,349		$	9,029		$	13,089
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.80	%7		1.82	%		1.83	%		1.82	%		1.85	%		1.90	%
Ratio of net investment income to average net assets		3.28	%7		3.17	%		4.43	%		4.66	%		4.05	%		3.80	%

45

Financial Highlights

For a share outstanding throughout the six months ended June 30, 2011 (unaudited) and each year ended December 31,

Managers Fixed Income Fund	For the six months ended June 30, 2011			Class C
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	10.98		$	10.41		$	8.92		$	10.54		$	10.55		$	10.36
Income from Investment Operations:
Net investment income		0.20			0.39			0.44			0.48			0.48			0.43
Net realized and unrealized gain (loss) on investments		0.23			0.56			1.49			(1.62	)		0.01			0.20
Total from investment operations		0.43			0.95			1.93			(1.14	)		0.49			0.63
Less Distributions to Shareholders from:
Net investment income		(0.20	)		(0.38	)		(0.42	)		(0.48	)		(0.50	)		(0.44	)
Return of capital		—			—			(0.02	)		—			—			—
Total distributions to shareholders		(0.20	)		(0.38	)		(0.44	)		(0.48	)		(0.50	)		(0.44	)
Net Asset Value, End of Period	$	11.21		$	10.98		$	10.41		$	8.92		$	10.54		$	10.55
Total Return 1		3.91	%6		9.22	%		22.13	%		(11.11	)%		4.75	%		6.31	%
Ratio of net expenses to average net assets		1.59	%7		1.59	%		1.59	%		1.59	%		1.56	%		1.49	%
Ratio of net investment income to average net assets 1		3.49	%7		3.39	%		4.53	%		4.96	%		4.38	%		4.23	%
Portfolio turnover		12	%6		23	%		42	%		16	%		17	%		55	%
Net assets at end of period (000’s omitted)	$	37,113		$	45,363		$	57,658		$	41,387		$	32,154		$	15,454
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.80	%7		1.82	%		1.83	%		1.83	%		1.86	%		1.90	%
Ratio of net investment income to average net assets		3.28	%7		3.16	%		4.29	%		4.73	%		4.08	%		3.82	%

Managers Fixed Income Fund	For the six months ended June 30, 2011			Institutional Class
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	11.03		$	10.46		$	8.96		$	10.59		$	10.59		$	10.40
Income from Investment Operations:
Net investment income		0.25			0.49			0.55			0.58			0.59			0.54
Net realized and unrealized gain (loss) on investments		0.23			0.57			1.48			(1.63	)		0.01			0.19
Total from investment operations		0.48			1.06			2.03			(1.05	)		0.60			0.73
Less Distributions to Shareholders from:
Net investment income		(0.25	)		(0.49	)		(0.51	)		(0.58	)		(0.60	)		(0.54	)
Return of capital		—			—			(0.02	)		—			—			—
Total distributions to shareholders		(0.25	)		(0.49	)		(0.53	)		(0.58	)		(0.60	)		(0.54	)
Net Asset Value, End of Period	$	11.26		$	11.03		$	10.46		$	8.96		$	10.59		$	10.59
Total Return 1		4.43	%6		10.29	%		23.39	%		(10.23	)%		5.84	%		7.34	%
Ratio of net expenses to average net assets		0.59	%7		0.59	%		0.59	%		0.59	%		0.56	%		0.49	%
Ratio of net investment income to average net assets 1		4.49	%7		4.34	%		5.55	%		5.93	%		5.37	%		5.23	%
Portfolio turnover		12	%6		23	%		42	%		16	%		17	%		55	%
Net assets at end of period (000’s omitted)	$	65,844		$	61,748		$	34,723		$	28,561		$	33,412		$	25,861
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		0.80	%7		0.82	%		0.83	%		0.83	%		0.86	%		0.90	%
Ratio of net investment income to average net assets		4.28	%7		4.11	%		5.31	%		5.69	%		5.07	%		4.82	%

46

Notes to Financial Highlights (unaudited)

The following notes should be read in conjunction with the Financial Highlights of the Funds presented on the previous pages.

^#  Rounds to less than $0.01 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  Per share numbers have been calculated using average shares.

³  Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes non-reimbursable expenses, if any, such as interest and taxes. (See Note 1(c) of Notes to Financial Statements.)

⁴  The total return is based on the Financial Statement Net Asset Values as shown.

⁵  Excludes interest expense for the year ended December 31, 2008 of 0.06%.

⁶  Not annualized.

⁷  Annualized.

⁸  Effective at the close of business on June 30, 2011, all B shares converted to A shares.

⁹  Effective at the close of business on June 30, 2011, shares are no longer available for purchase.

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

47

Notes to Financial Statements

June 30, 2011 (unaudited)

1. Summary of Significant Accounting Policies

Managers Trust II (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 is comprised of a number of different funds, each having distinct investment management objectives, strategies, risks and policies. Included in this report are: Managers AMG Chicago Equity Partners Mid-Cap Fund (“Mid-Cap”), Managers AMG Chicago Equity Partners Balanced Fund (“Balanced”), Managers High Yield Fund (“High Yield”), and Managers Fixed Income Fund (“Fixed Income”), each a “Fund” and collectively the “Funds.”

Effective May 1, 2011, Class B shares of the Mid-Cap, Balanced, and High Yield Funds closed to all investors and stopped accepting purchases, including purchase by exchange, except for purchases made by automatic reinvestment of dividends and capital gains pursuant to each Fund’s automatic reinvestment plan. On June 30, 2011 at the close of business, all outstanding Class B shares of the Mid-Cap, Balanced, and High Yield Funds were automatically converted to a number of full and/or fractional Class A shares equal in value to the shareholder’s Class B shares of each respective Fund.

Effective June 30, 2011, Class B shares of Fixed Income was closed to all new investors and will no longer be available for purchase by existing shareholders, including purchase by exchange, except for purchases made by automatic reinvestment of dividends and capital gains pursuant to the Fund’s automatic reinvestment plan. Shareholders who redeem Class B shares of the Fund will continue to be subject to the deferred sales charges described in the Prospectus.

Mid-Cap, Balanced, High Yield, and Fixed Income each offer three other classes of shares: Class A, Class C and Institutional Class. Sales of Class A shares may be subject to a front-end sales charge. Redemptions of Class A and Class C shares may be subject to a contingent-deferred sales charge (as a percentage of the original offering price or the net asset value at time of sale, whichever is less). Institutional Class shares are available, with no sales charge, to certain institutional investors and qualifying individual investors. 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 periods. Actual results could differ from those estimates and such differences may 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 each Fund’s investment may be based on an evaluation of its 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 security to calculate its net asset value (“NAV”) when, for example, (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time as of which the Fund calculates its NAV, (4) a security’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 Funds calculate its NAV. In accordance with procedures approved by the Board, the Investment Manager relies upon recommendations of a third-party fair valuation service in adjusting the prices of such foreign portfolio investments. 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.

Fixed-income securities are valued based on valuations furnished by independent pricing services that utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Futures contracts for which market quotations are readily available are valued at the settlement price as of the close of the futures exchange. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Investments in other regulated investment companies are valued at their end of day net asset value per share except iShares or other ETF’s, which are valued the same as equity securities. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between securities and yield to maturity in determining value.

48

Notes to Financial Statements (continued)

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.

U.S. GAAP define 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 establish 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, futures contracts, options contracts)

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 – 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 the 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. These dividends 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. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. 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.

The following Funds had certain portfolio trades directed to various brokers who paid a portion of such Fund’s expenses. For the six months ended June 30, 2011, under these arrangements, the amount by which the Funds’ expenses were reduced and the impact on the expense ratios were: Mid-Cap - $11,961 or 0.05%, and Balanced - $873 or 0.01%.

The Funds have a “balance credit” arrangement with The Bank of New York Mellon, 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 June 30, 2011, the custodian expense was not reduced for any of the Funds.

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 June 30, 2011, overdraft fees and the impact on the expense ratios, if any, for Mid-Cap, Balanced, High Yield, and Fixed Income equaled $0, $0, $1, and $0, respectively.

The Trust also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., (formerly PNC Global Investment Servicing (U.S.) Inc.), whereby earnings credits are used to offset banking charges and other out-of-pocket expenses. For the six months ended June 30, 2011, the transfer agent expense was reduced as follows: Mid-Cap - $19, Balanced - $8, High Yield - $13, and Fixed Income - $61.

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments each Fund may have made in the JPMorgan Liquid Assets Money Market Fund – Capital Shares. For the six months ended June 30, 2011, the management fee was not reduced for any of the Funds.

49

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 offsets such as brokerage recapture credits, but include non-reimburseable expenses, if any, such as interest and taxes, except in such cases where interest expense is disclosed separately.

d. Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared and paid annually for the Mid-Cap Fund, monthly for the Fixed Income and High Yield, and quarterly for the Balanced Fund. Distributions of capital gains, if any, will be made on an annual basis and when required for Federal excise tax purposes. 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, foreign currency, options, futures, 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 its taxable income and gains to

its 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 December 31, 2007-2010), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. 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 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. Dividends and distributions to shareholders are recorded on the ex-dividend date. For the six months ended June 30, 2011 and the year ended December 31, 2010, the capital stock transactions by class for Mid-Cap, Balanced, High Yield, and Fixed Income were:

	Mid-Cap												Balanced
	2011						2010						2011						2010
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class A:
Proceeds from sale of shares		194,932		$	2,981,388			152,527		$	1,817,076			150,315		$	2,123,953			153,940		$	1,989,622
Reinvestment of distributions		—			—			1,201			16,634			2,069			29,104			4,484			57,927
Cost of shares repurchased		(44,396	)		(671,736	)		(171,982	)		(2,035,553	)		(70,927	)		(995,394	)		(156,920	)		(1,998,654	)
Net Increase (Decrease) - Class A		150,536		$	2,309,652			(18,254	)	($	201,843	)		81,457		$	1,157,663			1,504		$	48,895	��
Class B:
Proceeds from sale of shares		1,377		$	20,000			84		$	935			25,358		$	346,963			9,548		$	123,057
Reinvestment of distributions		—			—			—			—			141			1,906			235			3,014
Cost of shares repurchased		(21,727	)		(311,090	)		(41,048	)		(441,806	)		(67,705	)		(955,063	)		(47,933	)		(597,986	)
Net Decrease - Class B		(20,350	)	($	291,090	)		(40,964	)	($	440,871	)		(42,206	)	($	606,194	)		(38,150	)	($	471,915	)
Class C:
Proceeds from sale of shares		7,280		$	102,813			6,516		$	72,671			4,754		$	65,094			27,751		$	355,635
Reinvestment of distributions		—			—			—			—			109			1,528			585			7,541
Cost of shares repurchased		(36,494	)		(505,570	)		(133,269	)		(1,439,004	)		(74,781	)		(1,037,887	)		(68,533	)		(871,532	)
Net Decrease - Class C		(29,214	)	($	402,757	)		(126,753	)	($	1,366,333	)		(69,918	)	($	971,265	)		(40,197	)	($	508,356	)
Institutional Class:
Proceeds from sale of shares		69,867		$	1,101,304			149,279		$	1,869,055			39,298		$	557,783			73,672		$	945,883
Reinvestment of distributions		—			—			13,403			195,143			4,224			59,909			10,429			135,661
Cost of shares repurchased		(92,340	)		(1,448,275	)		(301,849	)		(3,698,904	)		(42,815	)		(601,851	)		(82,243	)		(1,050,298	)
Net Increase (Decrease) - Institutional Class		(22,473	)	($	346,971	)		(139,167	)	($	1,634,706	)		707		$	15,841			1,858		$	31,246

50

Notes to Financial Statements (continued)

	High Yield												Fixed Income
	2011						2010						2011						2010
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class A:
Proceeds from sale of shares		711,859		$	5,552,895			561,569		$	4,207,687			403,600		$	4,497,849			1,650,400		$	17,834,800
Reinvestment of distributions		81,912			641,719			197,078			1,473,915			42,002			467,410			104,383			1,132,260
Cost of shares repurchased		(453,744	)		(3,557,892	)		(1,823,180	)		(13,579,835	)		(949,761	)		(10,567,144	)		(2,136,300	)		(23,308,029	)
Net Increase (Decrease) - Class A		340,027		$	2,636,722			(1,064,533	)	($	7,898,233	)		(504,159	)	($	5,601,885	)		(381,517	)	($	4,340,969	)
Class B:
Proceeds from sale of shares		357		$	2,756			12,741		$	93,537			12,103		$	133,125			75,696		$	826,667
Reinvestment of distributions		1,556			12,016			4,785			35,193			2,561			28,333			6,279			67,622
Cost of shares repurchased		(92,823	)		(711,807	)		(107,537	)		(782,312	)		(37,297	)		(410,533	)		(128,184	)		(1,363,867	)
Net Decrease - Class B		(90,910	)	($	697,035	)		(90,011	)	($	653,582	)		(22,633	)	($	249,075	)		(46,209	)	($	469,578	)
Class C:
Proceeds from sale of shares		7,527		$	58,390			54,946		$	409,922			118,068		$	1,315,110			399,093		$	4,329,562
Reinvestment of distributions		9,494			73,322			23,277			171,625			39,145			434,717			98,849			1,070,100
Cost of shares repurchased		(88,165	)		(684,031	)		(166,548	)		(1,234,905	)		(978,360	)		(10,840,095	)		(1,905,917	)		(20,659,178	)
Net Decrease - Class C		(71,144	)	($	552,319	)		(88,325	)	($	653,358	)		(821,147	)	($	9,090,268	)		(1,407,975	)	($	15,259,516	)
Institutional Class:
Proceeds from sale of shares		85,701		$	679,770			189,264		$	1,436,884			1,623,766		$	18,135,035			2,862,678		$	31,466,580
Reinvestment of distributions		22,399			177,255			41,664			315,109			94,170			1,051,584			156,575			1,706,688
Cost of shares repurchased		(57,961	)		(461,287	)		(120,296	)		(911,419	)		(1,469,389	)		(16,364,766	)		(742,062	)		(8,163,869	)
Net Increase - Institutional Class		50,139		$	395,738			110,632		$	840,574			248,547		$	2,821,853			2,277,191		$	25,009,399

At June 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: Mid-Cap – two collectively own 82%; Balanced – two collectively own 65%; High Yield – two collectively own 40%; Fixed Income – three collectively own 40%. Transactions by these shareholders may have a material impact on the Funds.

g. Capital Loss Carryovers

As of June 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.

	Capital Loss Carryover Amount		Expires Dec. 31,
Mid-Cap
	$	10,896,210		2017
Balanced
	$	934,426		2017
High Yield
	$	4,403,474		2017
Fixed Income
	$	616,984		2017
		452,702		2018
Total	$	1,069,686

51

Notes to Financial Statements (continued)

2. 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 agreements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risks of loss to be remote.

3. Foreign Currency Translation

The books and records of the Funds are maintained in U.S. dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based on currency exchange rates prevailing on the respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holdings of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions and forward foreign currency exchange contracts; and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

In addition, the Funds do not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations resulting from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

4. Agreements and Transactions with Affiliates

The Trust has entered into an Investment Management Agreement under which 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 Trustee approval), allocates assets among subadvisors and monitors the subadvisors’ investment programs and results. Each Fund’s investment portfolio is managed by a portfolio manager who serves pursuant to Subadvisory Agreements with the Investment Manager.

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

	Investment Management Fee
Mid-Cap		0.70	%
Balanced		0.70	%
High Yield		0.70	%
Fixed Income		0.45	%

The Investment Manager has contractually agreed, through at least May 1, 2012 to waive management fees and/or reimburse Fund expenses in order to limit total annual fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) to the following percentages of the following Funds’ average daily net assets:

Mid-Cap		Balanced
1.24%	Class A	1.25%	Class A
1.99%	Class B	2.00%	Class B
1.99%	Class C	2.00%	Class C
0.99%	Institutional Class	1.00%	Inst. Class
High Yield		Fixed Income
1.15%	Class A	0.84%	Class A
1.90%	Class B	1.59%	Class B
1.90%	Class C	1.59%	Class C
0.90%	Institutional Class	0.59%	Inst. Class

Each of Mid-Cap, Balanced, High Yield, and Fixed Income is 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 year to exceed the above percentages, based on the Fund’s average daily net assets. For the six months ended June 30, 2011, each Fund’s components of reimbursement are detailed in the following chart:

	Mid-Cap			Balanced
Reimbursement Available - 12/31/10	$	280,393		$	298,953
Additional Reimbursements		40,124			49,882
Repayments		—			—
Expired Reimbursements		(67,076	)		(56,725	)
Reimbursement Available - 6/30/11	$	253,441		$	292,110
	High Yield			Fixed Income
Reimbursement Available - 12/31/10	$	541,616		$	918,466
Additional Reimbursements		79,163			148,079
Repayments		—			—
Expired Reimbursements		(80,952	)		(113,255	)
Reimbursement Available - 6/30/11	$	539,827		$	953,290

52

Notes to Financial Statements (continued)

Mid-Cap, Balanced, High Yield, and Fixed Income have entered into an Administration and Shareholder Servicing Agreement under which Managers Investment Group LLC 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. During the six months ended June 30, 2011, each of these Funds paid an Administration fee at the rate of 0.20% per annum of the Fund’s average daily net assets.

Effective January 1, 2011, the aggregate annual 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 the Funds’ 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 underwriter for each Fund in the Trust. MDI 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 by brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. MDI bears all the expenses of providing services pursuant to the Underwriting Agreement, including the 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.

Mid-Cap, Balanced, High Yield, and Fixed Income have adopted a distribution and service plan with respect to Class A, Class B and

Class C shares of each Fund (the “Plan”), 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 MDI for its expenditures in financing any activity primarily intended to result in the sale of each such class of Fund shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to MDI up to 0.25%, 1.00% and 1.00% annually of each Fund’s average daily net assets attributable to its Class A, Class B and Class C shares, respectively.

The Plan further provide for periodic payments by 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 Class A, Class B or Class C shares of a Fund for shareholder servicing may not exceed an annual rate of 0.25% of the average daily net asset value of Fund shares of that class owned by clients of such broker, dealer or financial intermediary.

The following summarizes the total fees incurred under the Plan for Class A, Class B and Class C shares for the six months ended June 30, 2011:

	Amount
Mid-Cap	$	27,807
Balanced		25,573
High Yield		49,071
Fixed Income		263,160

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 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 June 30, 2011, the following Funds either borrowed from or lent to other Managers Funds: Fixed Income borrowed varying amounts up to $806,341 for 2 days paying interest of $26. The interest amount can be found in the Statement of Operations as miscellaneous expense. For the same period, the Funds did not lend to any other Managers Funds.

53

Notes to Financial Statements (continued)

5. Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities) for the six months ended June 30, 2011, were as follows:

	Long-Term  Securities (excluding U.S. Government Obligations)				U.S. Government Obligations
Fund	Purchases		Sales		Purchases		Sales
Mid-Cap	$	25,743,913	$	24,459,132		n/a		n/a
Balanced		3,261,155		4,602,192	$	4,514,227	$	3,251,232
High Yield		8,756,836		10,030,929		n/a		n/a
Fixed Income		15,607,592		19,300,835		579,997		21,379,661

6. Portfolio Securities Loaned

The Funds participate in a securities lending program offered by BNYM, providing for the lending of securities to qualified brokers. Securities lending fees include earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the program, and the Fund, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and/or government securities and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. The Funds bear the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Collateral received in the form of cash is invested temporarily in the BNY Mellon Overnight Government Fund, formerly the BNY Institutional Cash Reserves Fund (the “ICRF”), or other short-term investments as defined in the Securities Lending Agreement with BNYM.

Effective August 2, 2010, the Trust, on behalf of each applicable Fund, has entered into an agreement with The Bank of New York Mellon and the Bank of New York Mellon Corporation (“BNYMC”) with respect to each Fund’s position in the BNY Institutional Cash Reserves Fund (the “ICRF”), pursuant to which (i) BNYMC will support the value of certain defaulted securities issued by Lehman Brothers Holdings, Inc. and held by ICRF, and (ii) if certain conditions are met, BNYMC will purchase the defaulted securities from each Fund in September 2011. Each applicable Fund is fair valuing its position in the ICRF daily. Each Fund’s position, if any, in the separate sleeve of the ICRF is included in the Schedule of Portfolio Investments and the unrealized loss on such investment is included in Net Unrealized Appreciation on the Statement of Assets and Liabilities and Statement of Operations.

7. Risks Associated with High Yield Securities (High Yield)

Investing in high yield securities involves greater risks and considerations not typically associated with U.S. Government and other high quality/investment grade securities. High Yield securities are generally below investment grade securities and do not have an established retail secondary market. Economic downturns may disrupt the high yield market and impair the issuer’s ability to repay principal and interest. Also, an increase in interest rates would likely have an adverse impact on the value of such obligations and could cause the securities to become less liquid.

8. New Accounting Standards

In May 2011, the FASB issued 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.

9. Subsequent Events

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

54

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 for each Fund Subadvisor. 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 each 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 each 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 Subadvisors 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 Subadvisors; (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 each Subadvisor’s operations and personnel and the investment philosophy, strategies and techniques (for each Subadvisor, its “Investment Strategy”) used in managing the Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding each Subadvisor’s organizational and management structure and each Subadvisor’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individual or individuals at each Subadvisor with portfolio management responsibility for the Fund, including the information set forth in the 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 each 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 each Subadvisor with respect to its ability to provide the services required under its Subadvisory Agreement. The Trustees also considered each 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 each 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 both the Fund’s performance results and portfolio composition, as well as each Subadvisor’s Investment Strategy. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Subadvisor. The Board also noted each Subadvisor’s performance record with respect to the Fund. The Board was mindful of the Investment Manager’s attention to monitoring each Subadvisor’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.

55

Annual Renewal of Investment Advisory Agreements (continued)

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.

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 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 also 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 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 each Subadvisor (other than Chicago Equity Partners, LLC (“CEP”), which is an affiliate of the Investment Manager), the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Investment Manager is not affiliated with the Subadvisors (other than CEP). In addition, the Trustees considered other potential benefits of the subadvisory relationship to a Subadvisor, including, among others, the indirect benefits that the Subadvisor may receive from the Subadvisor’s relationship with a Fund, including any so-called “fallout benefits” to the Subadvisor, such as reputational value derived from the Subadvisor serving as Subadvisor to the Fund. 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 each unaffiliated 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 of a Fund managed by each Subadvisor, the Trustees concluded that the effect of any economies of scale being realized by each unaffiliated Subadvisor was not a material factor in the Trustees’ deliberations at this time.

In considering the reasonableness of the fees payable by the Investment Manager to CEP, the Trustees noted that CEP is an affiliate of the Investment Manager and reviewed information provided by CEP regarding the cost to CEP of providing subadvisory services to a Fund and the resulting profitability from such relationship and noted that, because CEP is an affiliate of the Investment Manager, such profitability might be directly or indirectly shared by the Investment Manager.

The Trustees noted the current asset levels of each Fund managed by CEP and the undertaking by the Investment Manager to maintain an expense limitation for each Fund. The Trustees also 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 CEP and the profitability to CEP of its relationship with a Fund were not material factors in the Trustees’ deliberations at this time. For similar reasons, and based on the current size of each Fund managed by CEP, the Trustees concluded that the effect of any economies of scale being realized by CEP 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 and each Subadvisor.

56

Annual Renewal of Investment Advisory Agreements (continued)

MANAGERS AMG CHICAGO EQUITY PARTNERS BALANCED FUND

Fund Performance.

Among other information relating to the Fund’s performance, 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, above, above and above, respectively, the median performance of the Peer Group and below, above, above and above, respectively, the performance of the Fund Benchmark, a Composite Index (60% Russell 1000 Index and 40% Barclays Capital U.S. Aggregate Bond Index). The Trustees took into account management’s discussion of the Fund’s performance, including the effect of economic conditions on the Fund’s more recent performance, and considered the Fund’s overall performance over the longer-term. The Trustees concluded that the Fund’s overall 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 May 1, 2012, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.25%, 2.00%, 2.00% and 1.00% for Class A shares, Class B shares, Class C shares and Institutional Class shares, respectively. The Trustees also took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds, and the current size of the Fund. 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 FIXED INCOME FUND

Fund Performance.

Among other information relating to the Fund’s performance, 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 the median performance of the Peer Group and above the performance of the Fund Benchmark, the Barclays Capital U.S. Aggregate Bond Index. 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 May 1, 2012, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.84%, 1.59%, 1.59% and 0.59% for Class A shares, Class B shares, Class C shares and Institutional Class shares, respectively. The Trustees also took into account management’s discussion of the Fund’s expenses, including relative to comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the Fund’s performance, 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 AMG CHICAGO EQUITY PARTNERS MID-CAP FUND

Fund Performance.

Among other information relating to the Fund’s performance, 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 below, respectively, the median performance of the Peer Group and above, above, below and below, respectively, the performance of the Fund Benchmark, the Russell Midcap Index. The Trustees took into account management’s discussion of the Fund’s performance, including the Fund’s improved more recent performance and the reasons for the Fund’s relative underperformance over longer-term periods. 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 also took into account the fact that the Investment Manager has contractually agreed, through May 1, 2012, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.24%, 1.99%, 1.99% and 0.99% for Class A shares, Class B shares, Class C shares and Institutional Class shares, respectively. 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.

57

Annual Renewal of Investment Advisory Agreements (continued)

MANAGERS HIGH YIELD FUND

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class A shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2011 was above, below, below and above, respectively, the median performance of the Peer Group and below the performance of the Fund Benchmark, the Barclays Capital U.S. Corporate High Yield Bond Index. The Board took into account management’s discussion of the Fund’s performance, including the fact that the Fund’s intermediate-term performance was impacted by poor performance in 2008. The Board also took into account the Fund’s relatively distinctive strategy versus its Peer Group and the fact that the Fund was at the median of its broader performance universe. 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 higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2012, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.15%, 1.90%, 1.90% and 0.90% for Class A shares, Class B shares, Class C shares and Institutional Class shares, respectively. The Trustees took into account management’s discussion of the Fund’s expenses and the current size of the Fund. 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 each Subadvisor have demonstrated that they possess the capability and resources to perform the duties required of them under the Investment Management Agreement and the applicable Subadvisory Agreement; (b) each Subadvisor’s Investment Strategy is appropriate for pursuing the applicable Fund’s investment objectives; and (c) the Investment Manager and each Subadvisor maintain appropriate compliance programs.

Based on all of the above-mentioned factors and their 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.

58

THIS PAGE INTENTIONALLY LEFT BLANK

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

For Managers Choice Only

Managers

c/o BNY Mellon Investment Servicing (US) Inc.*

P.O. Box 9847

Providence, RI 02940-8047

(800) 358-7668

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

MANAGERSAND MANAGERS AMG FUNDS

EQUITY FUNDS		BALANCED FUNDS
CADENCE CAPITAL APPRECIATION CADENCE FOCUSED GROWTH CADENCE MID-CAP CADENCE EMERGING COMPANIES Cadence Capital Management, LLC CHICAGO EQUITY PARTNERS MID-CAP Chicago Equity Partners, LLC EMERGING MARKETS EQUITY Rexiter Capital Management Limited Schroder Investment Management North America Inc. ESSEX SMALL/MICRO CAP GROWTH Essex Investment Management Co., LLC FQ TAX-MANAGED U.S. EQUITY FQ U.S. EQUITY First Quadrant, L.P. FRONTIER SMALL CAP GROWTH Frontier Capital Management Company, LLC GW&K SMALL CAP EQUITY Gannett Welsh & Kotler, LLC INSTITUTIONAL MICRO-CAP MICRO-CAP Lord, Abbett & Co. LLC WEDGE Capital Management L.L.P. Next Century Growth Investors LLC RBC Global Asset Management (U.S.) Inc.	INTERNATIONAL EQUITY AllianceBernstein L.P. Lazard Asset Management, LLC Martin Currie Inc. REAL ESTATE SECURITIES Urdang Securities Management, Inc. RENAISSANCE LARGE CAP GROWTH Renaissance Group LLC SKYLINE SPECIAL EQUITIES PORTFOLIO Skyline Asset Management, L.P. SPECIAL EQUITY Ranger Investment Management, L.P. Lord, Abbett & Co. LLC Smith Asset Management Group, L.P. Federated MDTA LLC SYSTEMATIC VALUE SYSTEMATIC MID CAP VALUE Systematic Financial Management, L.P. TIMESSQUARE MID CAP GROWTH TIMESSQUARE SMALL CAP GROWTH TSCM GROWTH EQUITY TimesSquare Capital Management, LLC TRILOGY GLOBAL EQUITY TRILOGY EMERGING MARKETS EQUITY TRILOGY INTERNATIONAL SMALL CAP Trilogy Global Advisors, L.P.	CHICAGO EQUITY PARTNERS BALANCED Chicago Equity Partners, LLC ALTERNATIVE FUNDS FQ GLOBAL ALTERNATIVES FQ GLOBAL ESSENTIALS First Quadrant, L.P. INCOME FUNDS BOND (MANAGERS) FIXED INCOME GLOBAL BOND Loomis, Sayles & Co., L.P. BOND (MANAGERS PIMCO) Pacific Investment Management Co. LLC CALIFORNIA INTERMEDIATE TAX-FREE Miller Tabak Asset Management LLC GW&K MUNICIPAL BOND GW&K MUNICIPAL ENHANCED YIELD Gannett Welsh & Kotler, LLC HIGH YEILD J.P. Morgan Investment Management LLC INTERMEDIATE DURATION GOVERNMENT SHORT DURATION GOVERNMENT Smith Breeden Associates, Inc.
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.

SEMI-ANNUAL REPORT

Managers Funds

June 30, 2011

Managers Short Duration Government Fund

Managers Intermediate Duration Government Fund

SAR070-0611

Managers Funds

Semi-Annual Report – June 30, 2011 (unaudited)

TABLE OF CONTENTS	Page
ABOUT YOUR FUND’S EXPENSES		1
FUND PERFORMANCE		2
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
Managers Short Duration Government Fund		3
Managers Intermediate Duration Government Fund		11
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		16
FINANCIAL STATEMENTS:
Statements of Assets and Liabilities		19
Fund balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statements of Operations		20
Detail of sources of income, Fund expenses, and realized and unrealized gains (losses) during the period
Statements of Changes in Net Assets		21
Detail of changes in Fund assets for the past two periods
FINANCIAL HIGHLIGHTS		22
Historical net asset values per share, distributions, total returns, expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL STATEMENTS		24
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		30

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 June 30, 2011	Expense Ratio for the Period			Beginning Account Value 01/01/2011		Ending Account Value 06/30/2011		Expenses Paid During the Period*
Managers Short Duration Government Fund
Based on Actual Fund Return		0.82	%	$	1,000	$	1,007	$	4.08
Based on Hypothetical 5% Annual Return		0.82	%	$	1,000	$	1,021	$	4.11
Managers Intermediate Duration Government Fund
Based on Actual Fund Return		0.89	%	$	1,000	$	1,030	$	4.48
Based on Hypothetical 5% Annual Return		0.89	%	$	1,000	$	1,020	$	4.46

* 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 (181), then divided by 365.

1

Fund Performance

All periods ended June 30, 2011 (unaudited)

Average Annual Total Returns1	Six Months			1 Year			5 Years			10 Years			Inception Date
Managers Short Duration Government Fund2,3,4,5		0.69	%		1.47	%		2.98	%		3.16	%		03/31/92
BofA Merrill Lynch US Six-month T-Bill Index7		0.16	%		0.35	%		2.58	%		2.49	%
Managers Intermediate Duration Government Fund2,3,4,5,6		3.04	%		4.57	%		6.93	%		5.64	%		03/31/92
Citigroup Mortgage Index8		2.97	%		3.74	%		7.02	%		5.86	%

The performance data shown represents past performance. Past performance 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.

In choosing a Fund, investors should 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 June 30, 2011. All returns are in U.S. dollars ($).

²  Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed-income securities to fall.

³  The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors.

⁴  The Fund may use derivative instruments for hedging purposes or as part of its investment strategy. There is also a risk that a derivative intended as a hedge may not perform as expected. The main risk with derivatives is that some types can amplify a gain or loss, potentially earning or losing substantially more money than the actual cost of the derivative or that the counterparty may fail to honor its contract terms, causing a loss for the Fund. Use of these instruments may involve certain costs and risks such as liquidity risk, interest rate risk, market risk, credit risk, management risk and the risk that a fund could not close out a position when it would be most advantageous to do so.

⁵  Many bonds have call provisions which allow the debtors to pay them back before maturity. This is especially true with mortgage securities, which can be paid back anytime. Typically debtors prepay their debt when it is to their advantage (when interest rates drop making a new loan at current rates more attractive), and thus likely to the disadvantage of bondholders, who may have to reinvest prepayment proceeds in securities with lower yields. Prepayment risk will vary depending on the provisions of the security and current interest rates relative to the interest rate of the debt.

⁶  From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

⁷  The BofA Merrill Lynch US Six-Month T-Bill Index is an unmanaged index that measures returns of six-month Treasury Bills. Unlike the Short Duration Government Fund, the BofA Merrill Lynch US Six-Month T-Bill Index is unmanaged, is not available for investment, and does not incur expenses.

⁸  The Citigroup Mortgage Index includes all outstanding government sponsored fixed-rate mortgage-backed securities, weighted in proportion to their current market capitalization. The Index reflects no deductions for fees, expenses, or taxes. Unlike the Intermediate Duration Government Fund, the Citigroup Mortgage Index is unmanaged, is not available for investment, and does not incur expenses.

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

2

Managers Short Duration Government Fund

Fund Snapshots

June 30, 2011 (unaudited)

Portfolio Breakdown

Portfolio Breakdown	Managers Short Duration Government Fund**
U.S. Government and Agency Obligations		84.9	%
Mortgage-Backed Securities		9.9	%
Asset-Backed Securities		0.3	%
Other Assets and Liabilities		4.9	%

** As a percentage of net assets

Top Ten Holdings

Top Ten Holdings	% of Net  Assets
FNMA, 4.500%, TBA		5.2	%
FNMA, 0.040%, 10/26/11		2.9
FNMA, 2.680%, 11/01/34*		2.4
FNMA, 0.071%, 11/01/11		2.4
U.S. Treasury Inflation Linked Notes, 2.375%, 01/15/25*		2.1
FNMA, 2.040%, 02/01/35		2.1
FNMA, 2.738%, 10/01/33		1.9
FHLMC, 4.000%, 01/01/14		1.7
FNMA, 2.655%, 06/01/34		1.7
FNMA, 0.020%, 08/24/11		1.6
Top Ten as a Group		24.0	%

* Top Ten Holding at December 31, 2010

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.

3

Managers Short Duration Government Fund

Schedule of Portfolio Investments

June 30, 2011 (unaudited)

Security Description	Principal Amount		Value
U.S. Government and Agency Obligations - 84.9%
Federal Home Loan Mortgage Corporation - 26.1%
FHLMC, 2.250%, 11/01/33, (11/01/11)4	$	1,647,384	$	1,699,432
FHLMC, 2.345%, 10/01/28, (01/01/12)4		112,833		118,023
FHLMC, 2.480%, 12/01/33, (12/01/11)4		2,968,816		3,117,353
FHLMC, 2.485%, 10/01/33, (10/01/11)4		2,319,390		2,422,760
FHLMC, 2.494%, 10/01/33, (10/01/11)4		3,596,009		3,757,947
FHLMC, 2.517%, 12/01/35, (01/01/12)4		792,672		832,275
FHLMC, 2.519%, 05/01/33, (04/01/12)4		1,660,010		1,741,291
FHLMC, 2.565%, 09/01/35, (09/01/11)4,9		2,671,754		2,770,937
FHLMC, 2.571%, 07/01/34, (02/01/12)4,9		513,719		539,115
FHLMC, 2.675%, 02/01/23, (01/01/12)4		929,982		976,140
FHLMC, 2.715%, 09/01/33, (01/01/12)4,9		3,221,574		3,405,179
FHLMC, 2.767%, 06/01/35, (02/01/12)4,9		1,279,879		1,345,304
FHLMC, 4.000%, 01/01/14		5,684,438		5,823,427
FHLMC, 4.500%, 07/01/189		2,535,089		2,709,520
FHLMC, 5.000%, 09/01/17 to 06/01/19		5,798,772		6,266,498
FHLMC, 5.000%, 05/01/189		692,455		748,291
FHLMC, 5.500%, 01/01/18		948,337		1,027,927
FHLMC, 5.500%, 11/01/199		3,398,574		3,688,226
FHLMC, 5.792%, 02/01/37, (02/01/12)4,9		1,591,225		1,687,919
FHLMC Gold Pool, 0.437%, 06/15/35, (07/15/11)4,9		2,178,303		2,178,158
FHLMC Gold Pool, 5.000%, 05/01/189		611,633		660,952
FHLMC Gold Pool, 5.000%, 01/01/199		854,662		924,646
FHLMC Gold Pool, 5.000%, 04/01/19 to 08/01/19		620,881		671,274
FHLMC Gold Pool, 5.500%, 11/01/179		352,034		381,377
FHLMC Gold Pool, 5.500%, 12/01/17 to 09/01/19		626,124		681,179
FHLMC Gold Pool, 5.500%, 01/01/209		3,084,470		3,360,846
FHLMC Gold Pool, 7.000%, 06/01/17		1,303,025		1,397,189
FHLMC Gold Pool, 7.500%, 04/01/15 to 03/01/33		922,633		1,059,584
FHLMC REMICS, Series 2870, Class CN, 4.000%, 10/15/27		93,220		93,458
FHLMC REMICS, Series 2885, Class DE, 4.500%, 12/15/17		144,394		147,786
FHLMC Structured Pass Through Securities, Series T-51, Class 2A, 7.500%, 08/25/425		173,874		201,997
FHLMC, Series 2702, Class AC, 4.500%, 07/15/28		2,707,000		2,743,264
FHLMC, Series 2628, Class GQ, 3.140%, 11/15/17		848,201		871,470
FHLMC, Series 2675, Class CB, 4.000%, 05/15/16		224,932		226,298
FHLMC, Series 2692, Class AB, 4.000%, 05/15/16		643,593		649,093
FHLMC, Series 2677, Class BA, 4.000%, 09/15/16		634,342		642,331
FHLMC, Series 2696, Class MD, 4.000%, 11/15/16		352,005		355,976
FHLMC, Series 2551, Class CH, 4.000%, 12/15/16		15,579		15,578
FHLMC, Series 2608, Class GJ, 4.000%, 03/15/17		261,209		262,792

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

4

Managers Short Duration Government Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Federal Home Loan Mortgage Corporation - 26.1% (continued)
FHLMC, Series 2843, Class BH, 4.000%, 01/15/18	$	2,021,618	$	2,064,853
FHLMC, Series 3249, Class CJ, 4.250%, 01/15/29		306,271		306,797
FHLMC, Series 2760, Class EB, 4.500%, 09/15/16		664,941		668,105
FHLMC, Series 2582, Class BC, 4.500%, 04/15/17		268,096		270,349
FHLMC, Series 2561, Class BH, 4.500%, 05/15/17		702,080		714,916
FHLMC, Series 2718, Class MD, 4.500%, 06/15/17		177,551		182,767
FHLMC, Series 2664, Class GA, 4.500%, 01/15/18		230,508		231,945
FHLMC, Series 2844, Class PU, 4.500%, 06/15/27		244,298		244,486
FHLMC, Series 2857, Class BG, 4.500%, 08/15/27		966,414		969,563
FHLMC, Series 2764, Class OD, 4.500%, 10/15/17		854,734		882,301
FHLMC, Series 2776, Class OL, 4.500%, 11/15/27		139,048		139,300
FHLMC, Series 2760, Class PN, 4.500%, 11/15/27		253,250		253,431
FHLMC, Series 2695, Class BO, 4.500%, 08/15/28		260,751		265,279
FHLMC, Series 2554, Class HA, 4.500%, 04/15/32		2,865,543		2,987,946
FHLMC, Series 2939, Class DE, 4.750%, 04/15/25		3,141,028		3,188,599
FHLMC, Series 2877, Class MV, 4.750%, 12/15/28		579,168		586,428
FHLMC, Series 3266, Class C, 5.000%, 02/15/20		558,894		578,303
FHLMC, Series 2764, Class UC, 5.000%, 05/15/27		462,566		462,982
FHLMC, Series 2907, Class HC, 5.000%, 06/15/27		1,526,177		1,537,190
FHLMC, Series 2844, Class PB, 5.000%, 06/15/27		286,483		286,654
FHLMC, Series 2780, Class LC, 5.000%, 07/15/27		425,441		426,525
FHLMC, Series 2893, Class PB, 5.000%, 12/15/27		767,017		768,259
FHLMC, Series 2783, Class PB, 5.000%, 01/15/28		701,178		704,502
FHLMC, Series 2881, Class TC, 5.000%, 06/15/28	��	1,027,602		1,036,887
FHLMC, Series 2649, Class OC, 5.000%, 07/15/28		242,306		243,993
FHLMC, Series 2827, Class TC, 5.000%, 10/15/28		211,142		212,767
FHLMC, Series 2764, Class TD, 5.000%, 02/15/29		4,369,000		4,469,908
FHLMC, Series 2960, Class NE, 5.000%, 08/15/31		709,858		711,293
FHLMC, Series 2558, Class UE, 5.500%, 05/15/22		565,429		587,890
FHLMC, Series 2429, Class HB, 6.500%, 12/15/23		455,523		513,937
Total Federal Home Loan Mortgage Corporation				88,700,967
Federal National Mortgage Association - 50.9%
FNMA, 0.506%, 11/25/30, (07/25/11)4,9		1,853,483		1,850,399
FNMA, 0.586%, 03/25/35, (07/25/11)4,9		2,020,950		2,012,565
FNMA, 1.991%, 08/01/34, (10/01/11)4		720,808		752,293
FNMA, 2.000%, 02/01/33, (09/01/11)4		2,638,017		2,760,638
FNMA, 2.020%, 01/01/35, (11/01/11)4		505,921		532,038
FNMA, 2.037%, 01/01/35, (10/01/11)4		1,519,586		1,597,830
FNMA, 2.040%, 02/01/35, (08/01/11)4		6,858,864		7,188,360
FNMA, 2.041%, 01/01/35, (10/01/11)4		614,490		644,160
FNMA, 2.047%, 01/01/24, (01/01/12)4		1,730,106		1,764,127

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

5

Managers Short Duration Government Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Federal National Mortgage Association - 50.9% (continued)
FNMA, 2.056%, 01/01/35, (09/01/11)4	$	3,618,384	$	3,795,592
FNMA, 2.058%, 11/01/34, (10/01/11)4		787,924		825,929
FNMA, 2.060%, 08/01/33, (08/01/11)4		930,376		970,498
FNMA, 2.063%, 09/01/34, (09/01/11)4		2,848,557		2,987,958
FNMA, 2.077%, 08/01/33, (08/01/11)4		579,486		604,435
FNMA, 2.100%, 06/01/34, (11/01/11)4		1,840,465		1,935,969
FNMA, 2.308%, 02/01/36, (12/01/11)4		4,533,781		4,762,364
FNMA, 2.363%. 01/01/36, (12/01/11)4		239,490		251,530
FNMA, 2.370%, 04/01/35, (03/01/12)4		793,701		833,548
FNMA, 2.371%, 05/01/33, (04/01/12)4		2,477,592		2,588,438
FNMA, 2.375%, 03/01/33, (01/01/12)4		1,031,899		1,080,535
FNMA, 2.411%, 01/01/33, (12/01/11)4		70,574		73,972
FNMA, 2.423%, 12/01/33, (10/01/11)4		979,982		1,027,731
FNMA, 2.425%, 02/01/37, (12/01/11)4		626,375		656,921
FNMA, 2.480%, 06/01/33, (05/01/12)4		1,066,387		1,117,229
FNMA, 2.494%, 01/01/26, (12/01/11)4		718,659		757,327
FNMA, 2.496%, 09/01/33, (11/01/11)4		1,361,349		1,434,385
FNMA, 2.508%, 08/01/34, (02/01/12)4		860,083		904,082
FNMA, 2.526%, 01/01/25, (12/01/11)4		927,130		976,504
FNMA, 2.576%, 09/01/33, (09/01/11)4,9		1,038,217		1,080,436
FNMA, 2.605%, 05/01/36, (05/01/12)4		290,358		304,593
FNMA, 2.612%, 01/01/36, (12/01/11)4		104,828		110,248
FNMA, 2.617%, 10/01/35, (11/01/11)4		3,157,534		3,316,540
FNMA, 2.619%, 04/01/34, (11/01/11)4		1,348,330		1,411,327
FNMA, 2.621%, 06/01/34, (06/01/12)4		2,716,586		2,867,187
FNMA, 2.655%, 06/01/34, (04/01/12)4		5,370,678		5,640,406
FNMA, 2.675%, 01/01/34, (01/01/12)4		4,736,325		4,990,477
FNMA, 2.680%, 11/01/34, (10/01/11)4		7,751,830		8,171,392
FNMA, 2.685%, 01/01/33, (01/01/12)4		1,759,940		1,852,392
FNMA, 2.707%, 06/01/35, (06/01/12)4		414,067		435,573
FNMA, 2.725%, 06/01/35, (06/01/12)4		388,749		408,850
FNMA, 2.738%, 10/01/33, (09/01/11)4		6,246,454		6,548,437
FNMA, 2.947%, 06/01/37, (05/01/12)4		767,136		810,933
FNMA, 2.999%, 09/01/35, (09/01/11)4		1,541,718		1,617,627
FNMA, 3.002%, 12/01/34, (01/01/12)4		5,088,119		5,349,542
FNMA, 3.059%, 03/01/36, (02/01/12)4		1,918,460		2,030,944
FNMA, 3.086%, 03/01/36, (01/01/12)4		2,445,721		2,589,378
FNMA, 4.027%, 08/01/36, (11/01/11)4		399,341		421,895
FNMA, 4.500%, 10/01/19		715,743		765,662
FNMA, 4.500%, 07/15/34, TBA		17,000,000		17,587,028
FNMA, 5.000%, 03/01/18 to 10/01/24		5,853,815		6,333,192

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

6

Managers Short Duration Government Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Federal National Mortgage Association - 50.9% (continued)
FNMA, 5.000%, 09/01/199	$	566,812	$	609,860
FNMA, 5.500%, 10/01/17 to 12/25/26		9,393,393		10,205,665
FNMA, 5.500%, 11/01/189		971,857		1,055,772
FNMA, 5.795%, 09/01/37, (09/01/12)4		576,069		615,727
FNMA, 6.000%, 03/01/17 to 11/01/23		7,524,870		8,232,487
FNMA, 6.000%, 09/01/229		2,425,678		2,670,371
FNMA, 6.500%, 04/01/179		427,977		468,676
FNMA, 6.500%, 05/01/17 to 08/01/32		2,340,465		2,598,127
FNMA, 7.000%, 09/01/14		451,350		483,249
FNMA, 7.500%, 12/01/33 to 01/01/34		176,841		203,648
FNMA Grantor Trust, Series 2003-T4, Class A1, 0.406%, 09/26/33, (07/26/11)4		16,896		16,449
FNMA Grantor Trust, Series 2002-T5, Class A1, 0.426%, 05/25/32, (07/25/11)4		411,471		393,121
FNMA Grantor Trust Pass Through, Series 2004-T1, Class 1A2, 6.500%, 01/25/44		689,389		768,425
FNMA Pass Through Securities, Series 2002-33, Class A2, 7.500%, 06/25/32		108,191		125,079
FNMA Whole Loan, Series 2005-W2, Class A1, 0.386%, 05/25/35, (07/25/11)4,9		3,542,267		3,522,492
FNMA Whole Loan, Series 2003-W13, Class AV2, 0.466%, 10/25/33, (07/25/11)4,6		71,148		71,053
FNMA Whole Loan, Series 2004-W14, Class 1AF, 0.586%, 07/25/44, (07/25/11)4,9		3,383,117		3,384,730
FNMA Whole Loan, Series 2004-W5, Class F1, 0.636%, 02/25/47, (07/25/11)4		843,442		844,353
FNMA Whole Loan, Series 2002-W1, Class 2A, 7.172%, 02/25/425,9		502,689		580,573
FNMA Whole Loan, Series 2002-W6, Class 2A, 7.187%, 06/25/425		1,633,440		1,908,641
FNMA Whole Loan, Series 2003-W1, Class 2A, 7.209%, 12/25/425		29,519		34,481
FNMA Whole Loan, Series 2003-W4, Class 4A, 7.315%, 10/25/425,9		887,983		1,027,849
FNMA, Series 2007-25, Class FA, 0.586%, 04/25/37, (07/25/11)4		2,252,406		2,255,300
FNMA, Series 2003-15, Class CH, 4.000%, 02/25/17		80,133		80,279
FNMA, Series 2003-23, Class AB, 4.000%, 03/25/17		570,686		575,759
FNMA, Series 2003-23, Class AD, 4.500%, 03/25/17		297,884		300,774
FNMA, Series 2003-92, Class PD, 4.500%, 03/25/17		689,306		706,661
FNMA, Series 2002-94, Class CA, 5.000%, 05/25/17		1,244,946		1,252,067
FNMA, Series 2005-38, Class DP, 5.000%, 06/25/19		963,463		1,003,202
FNMA, Series 2003-5, Class EL, 5.000%, 08/25/22		1,337,218		1,393,531
FNMA, Series 1994-76, Class J, 5.000%, 04/25/24		682,309		728,675
FNMA, Series 2006-75, Class YA, 5.000%, 12/25/25		43,917		43,888
FNMA, Series 2006-107, Class QA, 5.000%, 04/25/27		299,221		299,958
FNMA, Series 2882, Class YB, 5.000%, 10/15/27		386,000		387,232
FNMA, Series 2005-15, Class EA, 5.000%, 10/25/28		564,495		571,985
FNMA, Series 2003-81, Class MB, 5.000%, 05/25/29		1,513,197		1,524,044
FNMA, Series 2006-48, Class TA, 5.500%, 04/25/28		301,089		301,716
FNMA, Series 2006-129, Class PA, 5.500%, 07/25/28		234,756		234,997
Total Federal National Mortgage Association				172,812,312

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

7

Managers Short Duration Government Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Government National Mortgage Association - 3.7%
GNMA, 1.750%, 01/20/32 to 03/20/37, (04/01/12)4	$	623,405	$	640,684
GNMA, 1.750%, 10/20/34, (01/01/12)4		339,834		349,537
GNMA, 2.000%, 03/20/35, (04/01/12)4		85,757		88,549
GNMA, 2.125%, 12/20/21 to 11/20/27, (01/01/12)4		1,305,962		1,346,566
GNMA, 2.250%, 01/20/28, (04/01/12)4		66,270		68,510
GNMA, 2.500%, 07/20/35, (10/01/11)4,9		1,333,851		1,382,160
GNMA, 2.500%, 09/20/35, (10/01/11)4		1,159,479		1,201,472
GNMA, 2.625%, 07/20/18 to 09/20/35, (10/01/11)4		3,479,578		3,613,806
GNMA, 2.750%, 10/20/17, (01/01/12)4,9		47,487		49,132
GNMA, 3.000%, 11/20/17 to 12/20/17, (01/01/12)4		101,435		105,074
GNMA, 3.000%, 03/20/21, (04/01/12)4		49,067		50,950
GNMA, 3.000%, 06/20/35, (07/01/12)4		100,405		104,008
GNMA, 3.500%, 07/20/18, (10/01/11)4		59,514		61,967
GNMA, 3.500%, 02/20/34		131,605		132,848
GNMA, 3.375%, 06/20/22 to 05/20/33, (07/01/12)4		294,250		306,783
GNMA, 3.375%, 04/20/24 to 05/20/27, (07/01/12)4,9		1,064,080		1,109,402
GNMA, 9.500%, 12/15/17		8,362		9,514
GNMA, Series 2003-83, Class AB, 4.000%, 05/16/32		581,650		588,848
GNMA, Series 2005-58, Class NJ, 4.500%, 08/20/35		377,289		384,238
GNMA, Series 2003-39, Class PB, 5.500%, 04/20/32		761,183		795,063
Total Government National Mortgage Association				12,389,111
Interest Only Strips - 2.1%
FHLMC, 4.500%, 09/15/35		233,969		42,298
FHLMC, 5.000%, 02/15/20 to 04/15/20		783,302		95,814
FHLMC, 6.513%, 11/15/18, (07/15/11)4		722,039		45,382
FHLMC, 6.913%, 11/15/30, (07/15/11)4		214,887		14,265
FHLMC, 8.000%, 06/01/316		241,709		61,409
FHLMC, Series 3449, Class AI, 4.500%, 10/15/20		963,557		33,866
FHLMC, Series 3685, Class EI, 5.000%, 03/15/19		4,377,638		426,429
FHLMC, Series 3659, Class IE, 5.000%, 03/15/19		1,891,778		204,964
FHLMC, Series 3731, Class IO, 5.000%, 07/15/19		2,011,389		216,749
FHLMC, Series 2637, Class SI, 5.813%, 06/15/18, (07/15/11)4		491,864		44,915
FHLMC, Series 2965, Class SA, 5.863%, 05/15/32, (07/15/11)4		1,845,295		249,922
FHLMC, Series 3424, Class XI, 6.383%, 05/15/36, (07/15/11)4		1,123,065		177,740
FHLMC, Series 2980, Class SL, 6.513%, 11/15/34, (07/15/11)4		947,402		178,156
FHLMC, Series 2922, Class SE, 6.563%, 02/15/35, (07/15/11)4		681,653		103,401
FHLMC, Series 2929, Class CS, 6.613%, 12/15/22, (07/15/11)4		210,724		7,318
FHLMC, Series 2530, Class QI, 6.813%, 01/15/32, (07/15/11)4		448,594		67,623
FHLMC, Series 2608, Class SJ, 6.913%, 03/15/17, (07/15/11)4		159,997		2,352
FHLMC, Series 2772, Class KS, 6.993%, 06/15/22, (07/15/11)4		247,226		13,407
FHLMC, Series 3489, Class SD, 7.613%, 06/15/32, (07/15/11)4		943,510		155,388

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

8

Managers Short Duration Government Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Interest Only Strips - 2.1% (continued)
FNMA, 5.000%, 12/01/35	$	346,383	$	66,451
FNMA, 7.500%, 11/18/146		3,551		84
FNMA, 8.000%, 05/01/306		179,008		38,818
FNMA, 9.000%, 12/15/166		26,722		4,009
FNMA, Series 2008-22, Class AI, 1.097%, 09/25/125		19,025,292		189,442
FNMA, Series 2010-95, Class DI, 4.500%, 11/25/20		2,644,237		281,773
FNMA, Series 2008-86, Class IO, 4.500%, 03/25/23		3,844,140		381,426
FNMA, Series 2010-105, Class IO, 5.000%, 08/25/20		1,866,909		230,132
FNMA, Series 2010-65, Class IO, 5.000%, 09/25/20		4,535,287		555,080
FNMA, Series 2003-48, Class SJ, 5.814%, 06/25/18, (07/25/11)4		629,184		57,891
FNMA, Series 2005-67, Class SM, 5.964%, 08/25/35, (07/25/11)4		474,985		67,201
FNMA, Series 2006-3, Class SA, 5.964%, 03/25/36, (07/25/11)4		1,087,260		171,893
FNMA, Series 2003-73, Class SM, 6.414%, 04/25/18, (07/25/11)4		650,049		64,708
FNMA, Series 2005-45, Class SR, 6.534%, 06/25/35, (07/25/11)4		1,032,072		174,766
FNMA, Series 2005-12, Class SC, 6.564%, 03/25/35, (07/25/11)4		744,583		128,224
FNMA, Series 2008-34, Class SM, 6.564%, 05/25/38, (07/25/11)4		2,118,999		368,608
FNMA, Series 2005-66, Class GS, 6.664%, 07/25/20, (07/25/11)4		478,831		60,872
FNMA, Series 2005-65, Class KI, 6.814%, 08/25/35, (07/25/11)4		5,169,865		809,785
FNMA, Series 2004-49, Class SQ, 6.864%, 07/25/34, (07/25/11)4		548,686		106,983
FNMA, Series 2004-64, Class SW, 6.864%, 08/25/34, (07/25/11)4		1,758,131		307,388
FNMA, Series 2004-51, Class SX, 6.934%, 07/25/34, (07/25/11)4		860,290		152,025
GNMA, Series 2010-147, Class IG, 2.000%, 11/16/13		22,628,346		832,875
Total Interest Only Strips				7,191,832
U.S. Treasury Notes - 2.1%
U.S. Treasury Inflation Linked Notes, 2.375%, 01/15/25		6,322,370		7,266,774
Total U.S. Government and Agency Obligations (cost $284,643,860)				288,360,996
Mortgage-Backed Securities - 9.9%
Bank of America Commercial Mortgage, Inc., Series 2005-2, Class A4, 4.783%, 07/10/435		1,768,418		1,806,905
Bank of America Commercial Mortgage, Inc., Series 2002-2, Class A3, 5.118%, 07/11/43		781,842		794,129
Banc of America Commercial Mortgage, Inc., Series 2006-6, Class A2, 5.309%, 10/10/45		298,083		300,474
Bank of America Commercial Mortgage, Inc., Series 2002-PB2, Class A4, 6.186%, 06/11/35		489,114		495,571
Bear Stearns Commercial Mortgage Securities, Inc., Series 2006-PW11, Class A2, 5.572%, 03/11/395		580,118		583,019
Countrywide Home Loans, Inc., 0.686%, 02/25/35, (07/25/11)4,6,9		1,281,628		378,985
CS First Boston Mortgage Securities Corp., Series 2004-C5, Class A3, 4.500%, 11/15/37		1,000,000		1,005,090
First Union National Bank Commercial Mortgage Trust, Series 2002-C1, Class A2, 6.141%, 02/12/34		1,626,582		1,650,494
GE Capital Commercial Mortgage Corp., Series 2002-2A, Class A3, 5.349%, 08/11/36		1,650,000		1,700,730
GE Capital Commercial Mortgage Corp., Series 2001-3, Class A2, 6.070%, 06/10/38		1,207,908		1,214,636
GE Capital Commercial Mortgage Corp., Series 2002-1A, Class A3, 6.269%, 12/10/35		1,395,884		1,425,263
GMAC Commercial Mortgage Securities, Inc., Series 2003-C3, Class A3, 4.646%, 04/10/40		471,093		483,080
Greenwich Capital Commercial Funding Corp., Class A2, Series 2005-GG3, 4.305%, 08/10/42		1,947,333		1,954,817
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2004-CBX, Class A4, 4.529%, 01/12/37		1,310,000		1,315,303

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

9

Managers Short Duration Government Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Mortgage-Backed Securities - 9.9% (continued)
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2005-CB12, Class A3A1, 4.824%, 09/12/37	$	343,118	$	345,143
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP4, Class A3A1, 4.871%, 10/15/42		2,548,521		2,545,060
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2002-CIB5, Class A2, 5.161%, 10/12/37		3,515,000		3,655,685
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP6, Class A3B, 5.559%, 04/15/435		2,892,000		2,894,504
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2001-CIB3, Class A3, 6.465%, 11/15/35		577,590		581,556
LB-UBS Commercial Mortgage Trust, Series 2004-C8, Class A4, 4.510%, 12/15/29		842,112		845,685
LB-UBS Commercial Mortgage Trust, Series 2004-C8, Class A5, 4.720%, 12/15/29		1,318,000		1,328,808
LB-UBS Commercial Mortgage Trust, Series 2008-C8, Class A3, 4.830%, 11/15/27		592,803		603,663
LB-UBS Commercial Mortgage Trust, Series 2001-C3, Class A2, 6.365%, 12/15/28		1,013,461		1,013,394
LB-UBS Commercial Mortgage Trust, Series 2002-C1, Class A4, 6.462%, 03/15/31		884,592		903,365
Merrill Lynch Mortgage Trust, Series 2004-MKB1, Class A3, 4.892%, 02/12/42		1,041,333		1,058,437
Morgan Stanley Dean Witter Capital I, Series 2002-IQ2, Class A4, 5.740%, 12/15/35		2,210,324		2,264,592
Washington Mutual, Class 2A3, Series 2005-AR2, 0.536%, 01/25/45, (07/25/11)4		682,445		512,017
Total Mortgage-Backed Securities (cost $35,161,388)				33,660,405
Asset-Backed Securities - 0.3%
First Franklin Mortgage Loan Asset Backed Certificates, Series 2005-FF10, Class A4, 0.506%, 11/25/35, (07/25/11)4		944,441		780,091
Structured Asset Investment Loan Trust, 0.726%, 12/25/34, (07/25/11)4,9		235,318		220,050
Total Asset-Backed Securities (cost $1,180,247)				1,000,141
Short-Term Investments - 9.7%
U.S. Government and Agency Discount Notes - 7.0%
FNMA, 0.020%, 08/24/113,8		5,400,000		5,399,838
FNMA, 0.030%, 09/12/113,8		100,000		99,994
FNMA, 0.040%, 10/26/113		10,000,000		9,998,700
FNMA, 0.071%, 11/01/113		8,000,000		7,998,088
FNMA, 0.151%, 04/13/123,8		200,000		199,761
Total U.S. Government and Agency Discount Notes				23,696,381
	Shares
Other Investment Companies - 2.7%1
BNY Institutional Cash Reserves Fund, Series B*2,7		15,506		12,391
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%		9,032,721		9,032,721
Total Other Investment Companies				9,045,112
Total Short-Term Investments(cost $32,737,359)				32,741,493
Total Investments - 104.8%(cost $353,722,854)				355,763,035
Other Assets, less Liabilities - (4.8)%				(16,258,740	)
Net Assets - 100.0%			$	339,504,295

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

10

Managers Intermediate Duration Government Fund

Fund Snapshots

June 30, 2011 (unaudited)

Portfolio Breakdown

Portfolio Breakdown	Managers Intermediate  Duration Government Fund**
U.S. Government and Agency Obligations		116.0	%
Mortgage-Backed Securities		16.7	%
Other Assets and Liabilities		(32.7	%)

** As a percentage of net assets

Top Ten Holdings

Top Ten Holdings	% of Net  Assets
FNMA, 4.500%, TBA*		18.4	%
FNMA, 5.000%, TBA*		15.6
FHLMC Gold Pool, 5.000%, TBA		5.0
FNMA, 4.000%, TBA		4.9
FHLMC, 5.500%, TBA		3.7
FNMA, 6.000%, TBA		3.2
FHLMC, 5.645%, 01/01/36*		3.1
FHLMC Gold Pool, 5.500%, 06/01/35*		3.0
GNMA, 4.500%, 05/15/41		2.8
FNMA, 4.500%, 10/01/40*		2.5
Top Ten as a Group		62.2	%

* Top Ten Holding at December 31, 2010

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.

11

Managers Intermediate Duration Government Fund

Schedule of Portfolio Investments

June 30, 2011 (unaudited)

Security Description	Principal Amount		Value
U.S. Government and Agency Obligations - 116.0%
Federal Home Loan Mortgage Corporation - 35.4%
FHLMC, 2.474%, 11/01/33, (12/01/11)4	$	1,714,887	$	1,793,119
FHLMC, 4.500%, 04/01/35		408,640		426,099
FHLMC, 4.500%, TBA		2,000,000		2,065,938
FHLMC, 5.000%, 05/01/18		211,736		228,809
FHLMC, 5.000%, 11/01/359		2,898,230		3,093,831
FHLMC, 5.500%, 11/01/17 to 01/01/19		912,191		990,179
FHLMC, 5.500%, 09/01/339		874,207		951,551
FHLMC, 5.500%, 05/01/349		690,262		752,841
FHLMC, 5.500%, TBA		5,100,000		5,508,796
FHLMC, 5.645%, 01/01/36, (01/01/13)4,9		4,363,785		4,642,117
FHLMC, 5.792%, 02/01/37, (02/01/12)4		133,237		141,333
FHLMC, 6.000%, 02/01/22 to 03/01/22		739,464		809,360
FHLMC, 7.500%, 07/01/349		2,078,815		2,423,280
FHLMC Gold Pool, 4.500%, 05/01/34 to 05/01/35		620,501		646,408
FHLMC Gold Pool, 4.500%, 10/01/349		1,463,182		1,525,695
FHLMC Gold Pool, 4.500%, 04/01/359		2,135,547		2,223,783
FHLMC Gold Pool, 4.500%, 10/01/359		1,625,836		1,693,012
FHLMC Gold Pool, 4.500%, 11/01/359		1,400,939		1,458,823
FHLMC Gold Pool, 5.000%, 10/01/18 to 08/01/19		379,234		409,825
FHLMC Gold Pool, 5.000%, TBA		7,000,000		7,426,566
FHLMC Gold Pool, 5.500%, 10/01/33 to 05/01/38		1,981,696		2,150,550
FHLMC Gold Pool, 5.500%, 02/01/359		1,164,368		1,265,928
FHLMC Gold Pool, 5.500%, 06/01/359		4,126,142		4,488,614
FHLMC Gold Pool, 5.500%, 06/01/359		1,318,551		1,434,382
FHLMC Gold Pool, 5.500%, 12/01/389		769,863		836,290
FHLMC Gold Pool, 6.000%, 09/01/17 to 05/01/22		819,678		897,699
FHLMC Gold Pool, 6.000%, 10/01/219		2,171,499		2,378,336
FHLMC Structured Pass Through Securities, Series T-51, Class 2A, 7.500%, 08/25/425		243,424		282,796
Total Federal Home Loan Mortgage Corporation				52,945,960
Federal National Mortgage Association - 65.2%
FNMA, 0.506%, 11/25/30, (07/25/11)4,9		1,853,483		1,850,399
FNMA, 0.586%, 03/25/35, (07/25/11)4,9		1,084,140		1,079,641
FNMA, 2.059%, 07/01/33, (12/01/11)4		542,436		561,551
FNMA, 2.100%, 06/01/34, (11/01/11)4,9		1,466,981		1,543,105
FNMA, 2.183%, 02/01/36, (01/01/12)4		157,625		163,594
FNMA, 2.508%, 08/01/34, (02/01/12)4		688,066		723,265
FNMA, 2.621%, 06/01/34, (06/01/12)4,9		1,632,669		1,723,180
FNMA, 2.947%, 06/01/37, (05/01/12)4		609,689		644,497
FNMA, 3.500%, TBA		3,000,000		3,054,375

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

12

Managers Intermediate Duration Government Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Federal National Mortgage Association - 65.2% (continued)
FNMA, 4.000%, TBA	$	7,000,000	$	7,290,934
FNMA, 4.500%, 10/01/409		3,626,835		3,757,704
FNMA, 4.500%, 11/01/409		2,472,813		2,562,041
FNMA, 4.500%, TBA		26,600,000		27,518,525
FNMA, 5.000%, 06/01/18 to 03/01/36		1,117,119		1,194,984
FNMA, 5.000%, 01/01/209		1,636,599		1,773,168
FNMA, 5.000%, 02/01/369		2,415,858		2,579,318
FNMA, 5.000%, TBA		22,000,000		23,375,000
FNMA, 5.500%, 03/01/17 to 07/01/38		4,604,528		5,011,074
FNMA, 5.500%, 01/01/199		423,041		459,568
FNMA, 5.500%, 11/01/349		1,254,228		1,364,997
FNMA, 6.000%, 08/01/17 to 06/01/39		1,793,089		1,970,204
FNMA, 6.000%, TBA		4,300,000		4,723,284
FNMA, 6.500%, 11/01/28 to 07/01/32		372,333		421,105
FNMA, Series 1994-55, Class H, 7.000%, 03/25/249		1,796,441		2,016,630
FNMA Whole Loan, Series 2003-W4, Class 4A, 7.315%, 10/25/425		147,997		171,308
Total Federal National Mortgage Association				97,533,451
Government National Mortgage Association - 13.4%
GNMA, 3.000%, 03/20/16, (04/01/12)4		16,567		17,203
GNMA, 3.000%, 08/20/17, (10/01/11)4		28,985		30,107
GNMA, 3.000%, 11/20/17, (01/01/12)4		178,103		184,494
GNMA, 3.000%, 12/20/17, (01/01/12)4		13,816		14,312
GNMA, 3.000%, 08/20/18, (10/01/11)4		63,759		66,227
GNMA, 3.375%, 05/20/21, (07/01/12)4		30,726		32,035
GNMA, 3.375%, 06/20/16, (07/01/11)4		21,121		22,021
GNMA, 4.500%, 09/15/40 to 05/15/41		4,971,117		5,256,436
GNMA, 5.000%, 09/15/39 to 12/15/39		9,058,505		9,847,331
GNMA, 5.500%, 10/15/399		3,258,377		3,601,525
GNMA, 5.500%, 11/15/39		883,817		976,895
GNMA, 7.500%, 09/15/28 to 11/15/31		25,192		29,608
Total Government National Mortgage Association				20,078,194
Interest Only Strips - 2.0%
FHLMC, 4.500%, 09/15/35		458,579		82,905
FHLMC, 5.000%, 05/15/17 to 04/15/20		802,097		89,466
FHLMC, 6.000%, 05/01/31		4,915		1,192
FHLMC, 6.513%, 11/15/18, (07/15/11)4		573,928		36,073
FHLMC, 6.913%, 11/15/30, (07/15/11)4		87,360		5,799
FHLMC, 7.713%, 06/15/31, (07/15/11)4		44,128		8,672
FHLMC, Series 3659, Class IE, 5.000%, 03/15/19		847,195		95,912
FHLMC, Series 3685, Class EI, 5.000%, 03/15/19		1,960,439		207,437
FHLMC, Series 3731, Class IO, 5.000%, 07/15/19		886,710		95,553

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

13

Managers Intermediate Duration Government Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Interest Only Strips - 2.0% (continued)
FHLMC, Series 2637, Class SI, 5.813%, 06/15/18, (07/15/11)4	$	376,543	$	34,384
FHLMC, Series 2965, Class SA, 5.863%, 05/15/32, (07/15/11)4		745,238		100,933
FHLMC, Series 3424, Class XI, 6.383%, 05/15/36, (07/15/11)4		503,606		79,702
FHLMC, Series 2980, Class SL, 6.513%, 11/15/34, (07/15/11)4		429,303		80,729
FHLMC, Series 2922, Class SE, 6.563%, 02/15/35, (07/15/11)4		302,413		45,874
FHLMC, Series 2608, Class SJ, 6.913%, 03/15/17, (07/15/11)4		244,969		3,601
FHLMC, Series 2772, Class KS, 6.993%, 06/15/22, (07/15/11)4		189,261		10,264
FHLMC, Series 3489, Class SD, 7.613%, 06/15/32, (07/15/11)4		421,580		69,431
FNMA, 4.000%, 09/01/33 to 09/01/34		706,159		61,956
FNMA, 4.500%, 09/01/33		266,026		41,652
FNMA, 5.000%, 05/01/34 to 12/01/35		1,149,867		222,704
FNMA, 7.000%, 04/01/236		200,072		54,082
FNMA, 7.000%, 06/01/236		21,582		4,042
FNMA, Series 2010-95, Class DI, 4.500%, 11/25/20		1,181,798		125,934
FNMA, Series 2008-86, Class IO, 4.500%, 03/25/23		1,718,075		170,472
FNMA, Series 2010-65, Class IO, 5.000%, 09/25/20		1,959,807		239,863
FNMA, Series 2006-3, Class SA, 5.964%, 03/25/36, (07/25/11)4		469,779		74,271
FNMA, Series 2003-73, Class SM, 6.414%, 04/25/18, (07/25/11)4		497,640		49,537
FNMA, Series 2005-45, Class SR, 6.534%, 06/25/35, (07/25/11)4		457,876		77,534
FNMA, Series 2005-12, Class SC, 6.564%, 03/25/35, (07/25/11)4		330,971		56,996
FNMA, Series 2008-34, Class SM, 6.564%, 05/25/38, (07/25/11)4		941,906		163,848
FNMA, Series 2005-65, Class KI, 6.814%, 08/25/35, (07/25/11)4		2,072,839		345,451
FNMA, Series 2004-49, Class SQ, 6.864%, 07/25/34, (07/25/11)4		246,043		43,118
FNMA, Series 2004-64, Class SW, 6.864%, 08/25/34, (07/25/11)4		764,017		133,579
FNMA, Series 2004-51, Class SX, 6.934%, 07/25/34, (07/25/11)4		484,304		85,583
Total Interest Only Strips				2,998,549
Total U.S. Government and Agency Obligations (cost $169,136,989)				173,556,154
Mortgage-Backed Securities - 16.7%
American Home Loan Investment Trust, 2.396%, 06/25/45, (08/01/11)4		1,526,045		1,210,598
American Home Mortgage Investment Trust, 2.396%, 06/25/45, (08/01/11)4		92,846		83,726
American Home Mortgage Investment Trust, 2.403%, 02/25/45, (08/01/11)4		713,395		631,153
American Home Mortgage Investment Trust, 2.406%, 04/25/44, (08/01/11)4		173,461		127,810
American Home Mortgage Assets, Series 2005-1, Class 1A1, 3.073%, 11/25/35, (08/01/11)4		106,905		64,698
Banc of America Commercial Mortgage, Inc., Series 2006-6, Class A2, 5.309%, 10/10/45		1,351,989		1,362,835
Bank of America Funding Corp., Series 2004-B, Class 1A2, 2.948%, 12/20/345		195,962		125,973
Bear Stearns Alt-A Trust, Mortgage Pass-Through Certificates, Series 2005-3, 2.738%, 04/25/355		184,154		132,297
Bear Stearns Commercial Mortgage Securities, Inc., Series 2005-PWR9, Class A3, 4.868%, 09/11/42		1,000,000		1,034,964
Bear Stearns Commercial Mortgage Securities, Inc., Series 2006-PW11, Class A2, 5.572%, 03/11/395		242,032		243,242
Citigroup Commercial Mortgage Trust, Series 2008-C7, Class A3, 5.823%, 12/10/495		1,148,000		1,208,375
Citigroup/Deutsche Bank Commercial Mortgage Trust, Series 2006-CD3, Class A4, 5.658%, 10/15/48		2,000,000		2,099,232
Countrywide Alternative Loan Trust, 0.486%, 05/25/35, (07/25/11)4		614,685		565,013

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

14

Managers Intermediate Duration Government Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Mortgage-Backed Securities - 16.7% (continued)
Countrywide Home Loans, Inc., Series 2004-R2, Class 1AF1, 0.606%, 11/25/34, (07/25/11) (a)4,5	$	281,419	$	244,768
Countrywide Home Loans, Inc., Series 2005-HYB8, Class 1A1, 2.660%, 12/20/355		143,547		104,398
Countrywide Home Loans, Inc., Series 2005-HYB2, Class 1A4, 2.822%, 05/20/355		143,648		101,163
CS First Boston Mortgage Securities Corp., Series 2002-CKP1, Class A3, 6.439%, 12/15/35		1,807,567		1,833,192
CS First Boston Mortgage Securities Corp., Series 2002-CP5, Class A2, 4.940%,12/15/35		1,000,000		1,037,794
CS First Boston Mortgage Securities Corp., Series 2005-C3, Class A3, 4.645%, 07/15/37		2,000,000		2,100,621
GMAC Commercial Mortgage Securities, Inc., Series 2005-C1, Class A3, 4.538%, 05/10/43		364,593		365,815
Goldman Sachs Mortgage Loan Trust, Series 2005-RP2, Class 1AF, 0.536%, 03/25/35, (07/25/11) (a)4		289,010		245,462
Greenwich Capital Commercial Funding Corp., Class A2, Series 2005-GG3, 4.305%, 08/10/42		620,274		622,657
GSR Mortgage Loan Trust, Series 2004-5, Class 1A3, 1.900%, 05/25/34, (08/01/11)4		71,776		54,691
Harborview Mortgage Loan Trust, 2.559%, 11/19/345		111,564		73,906
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2001-CIB3, Class A3, 6.465%, 11/15/35		207,932		209,360
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2004-CBX, Class A4, 4.529%, 01/12/37		350,000		351,417
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP6, Class A3B, 5.559%, 04/15/435		1,900,000		1,901,645
LB-UBS Commercial Mortgage Trust, Series 2004-C8, Class A5, 4.720%, 12/15/29		775,000		781,355
Master Alternative Loans Trust, 6.000%, 01/25/359		944,070		921,477
Morgan Stanley Mortgage Loan Trust, 6.020%, 08/25/355		1,389,049		1,242,241
Structured Asset Securities Corp., Series 2005-RF1, Class A, 0.536%, 03/25/35, (07/25/11) (a)4		344,430		290,023
Wachovia Bank Commercial Mortgage Trust, Series 2006-C28, Class A3, 5.679%, 10/15/48		2,206,000		2,323,046
Wells Fargo Mortgage Backed Securities Trust, Series 2007-16, Class 1A1, 6.000%, 12/28/37		1,291,048		1,345,868
Total Mortgage-Backed Securities (cost $23,826,748)				25,040,815
Short-Term Investments - 24.0%
U.S. Government and Agency Discount Notes - 0.1%
FHLMC, 0.040%, 10/18/113,8		150,000		149,982
	Shares
Other Investment Companies - 23.9%1
BNY Institutional Cash Reserves Fund, Series B*2,7		13,850		11,068
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%		6,757,179		6,757,179
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.09%		29,061,266		29,061,266
Total Other Investment Companies				35,829,513
Total Short-Term Investments (cost $35,982,186)				35,979,495
Total Investments - 156.7% (cost $228,945,923)				234,576,464
Other Assets, less Liabilities - (56.7)%				(84,875,459	)
Net Assets - 100.0%			$	149,701,005

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

15

Notes to Schedules of Portfolio Investments

June 30, 2011 (unaudited)

The following footnotes and abbreviations are to read in conjunction with the Schedules of Portfolio Investments previously presented in this report.

At June 30, 2011, the cost of securities for Federal income tax purposes and the gross aggregate unrealized appreciation and depreciation based on tax cost were approximately as follows:

Fund	Cost		Appreciation		Depreciation			Net
Managers Short Duration Government	$	353,728,180	$	5,192,853	($	3,157,998	)	$	355,763,035
Managers Intermediate Duration Government		228,945,923		7,430,493		(1,799,952	)		234,576,464

^# Rounds to less than 0.01%.

^* Non-income producing security

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2011, the value of these securities amounted to the following:

Fund	Value		% of Net Assets
Managers Intermediate Duration Government	$	780,253		0.5	%

¹ Yield shown for each investment company represents its June 30, 2011, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

² Collateral received from brokers for securities lending was invested in this short-term investment.

³ Percentage rate listed represents yield to maturity at June 30, 2011.

⁴ Floating Rate Security. The rate listed is as of June 30, 2011. Date in parentheses represents the securities next coupon rate reset.

⁵ Variable Rate Security. The rate listed is as of June 30, 2011, and is periodically reset subject to terms and conditions set forth in the debenture.

⁶ Illiquid Security: A security not readily convertible into cash such as a stock, bond or commodity that is not actively traded and would be difficult to sell in a current sale. The Funds may not invest more than 15% of their net assets in illiquid securities. All securities are valued on the basis of valuations provided by dealers or independent pricing services. Illiquid securities market value at June 30, 2011, amounted to the following:

Fund	Value		% of Net Assets
Managers Short Duration Government	$	554,358		0.2	%
Managers Intermediate Duration Government		58,124		0.0	%#

⁷ On September 12, 2008, The Bank of New York Mellon established a separate sleeve of the BNY Institutional Cash Reserves Fund (Series B) to hold certain Lehman Brothers floating rate notes. The Fund’s position in Series B is being fair valued daily. (See Note 6 in the Notes to Financial Statements.)

⁸ Security pledged to cover margin requirements for open futures positions at June 30, 2011.

⁹ All or part of the security has been segregated for delayed delivery transactions.

The following table summarizes the inputs used to value the Fund’s net assets by the fair value hierarchy levels as of June 30, 2011: (See Note 1(a) in the Notes to Financial Statements.)

	Quoted Prices in Active Markets for Identical Investments Level 1			Significant Other Observable  Inputs Level 2		Significant Unobservable  Inputs Level 3		Total
Managers Short Duration Government Fund
Investments in Securities
U.S. Government and Agency Obligations†		—		$	288,360,998		—	$	288,360,998
Mortgage-Backed Securities		—			33,660,403		—		33,660,403
Asset-Backed Securities		—			1,000,141		—		1,000,141
Short-Term Investments:
U.S. Government and Agency Discount Notes		—			23,696,381		—		23,696,381
Other Investment Companies	$	9,032,721			12,391		—		9,045,112
Total Investments in Securities	$	9,032,721		$	346,730,314		—	$	355,763,035
Derivatives‡
Interest Rate Futures Contracts	($	504,955	)		—		—	($	504,955	)
Total Derivatives	($	504,955	)		—		—	($	504,955	)

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

16

Notes to Schedules of Portfolio Investments (continued)

	Quoted Prices in Active Markets for Identical Investments Level 1			Significant Other Observable  Inputs Level 2		Significant Unobservable  Inputs Level 3		Total
Managers Intermediate Duration Government Fund
Investments in Securities
U.S. Government and Agency Obligations†		—		$	173,556,154		—	$	173,556,154
Mortgage-Backed Securites		—			25,040,815		—		25,040,815
Short-Term Investments:
U.S. Government and Agency Discount Notes		—			149,982		—		149,982
Other Investment Companies	$	35,818,446			11,067		—		35,829,513
Total Investments in Securities	$	35,818,446		$	198,758,018		—	$	234,576,464
Derivatives‡
Interest Rate Futures Contracts	($	247,856	)		—		—	($	247,856	)
Total Derivatives	($	247,856	)		—		—	($	247,856	)

† All U.S. Government and Agency Obligations held in the Fund are Level 2 securities.

‡ Derivative instruments, such as futures, forwards, options and swap contracts, are not reflected in the Schedule of Portfolio Investments and are valued at the unrealized appreciation/depreciation of the instrument.

As of June 30, 2011, the Fund had no significant transfers between Level 1 and Level 2 from the beginning of the reporting period. The following schedule shows the fair value of derivative instruments as of June 30, 2011:

		Asset Derivatives			Liability Derivatives
Fund	Derivatives not accounted for as hedging instruments	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Managers Short Duration Government	Interest rate futures contracts	Receivable for variation margin on futures	$	112,553	Payable for variation margin on futures	$	10,411
Managers Intermediate Duration Government	Interest rate futures contracts	Receivable for variation margin on futures	$	17,250	Payable for variation margin on futures	$	10,709

For the six months ended June 30, 2011, the effect of derivative instruments on the Statement of Operations and the amount of realized gain/(loss) on derivatives recognized in income were as follows:

Fund	Derivatives not accounted for as hedging instruments	Amount
Managers Short Duration Government	Interest rate futures contracts	($	73,494	)
Managers Intermediate Duration Government	Interest rate futures contracts	($	38,268	)

The change in unrealized gain/(loss) on derivatives recognized in income were as follows:

Fund	Derivatives not accounted for as hedging instruments	Amount
Managers Short Duration Government	Interest rate futures contracts	($	639,982	)
Managers Intermediate Duration Government	Interest rate futures contracts	$	24,253

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

17

Notes to Schedules of Portfolio Investments (continued)

At June 30, 2011, the Fund had the following TBA forward sale commitments:

(See Note 1(k) in the Notes to Financial Statements.)

Fund	Principal Amount		Security		Current Liability
Managers Intermediate Duration Government
	$	3,000,000		FNMA, 3.500%, TBA	$	3,054,375
		4,000,000		GNMA, 4.500%, TBA		4,221,248
		1,800,000		GNMA, 5.000%, TBA		1,949,625
				Total	$	9,225,248

At June 30, 2011, the Fund had the following open futures contracts:

(See Note 2 (a) in the Notes to Financial Statements.)

Type	Number of Contracts		Position	Expiration	Unrealized Gain/(Loss)
Managers Short Duration Government Fund
2-Year U.S. Treasury Note		24	Long	September 2011	$	5,565
5-Year U.S. Treasury Note		13	Long	September 2011		3,116
10-Year U.S. Treasury Note		57	Short	September 2011		2,084
U.S. Treasury Long Bond		23	Short	September 2011		37,677
5-Year Interest Rate Swap		73	Short	September 2011		43,161
10-Year Interest Rate Swap		144	Short	September 2011		176,859
3-Month Eurodollar		27	Short	March 2012 - March 2014		(164,355	)
3-Month Eurodollar		29	Short	June 2012 - June 2013		(228,197	)
3-Month Eurodollar		1	Long	September 2011		11,310
3-Month Eurodollar		19	Short	September 2012 - September 2013		(115,135	)
3-Month Eurodollar		38	Short	December 2011 - December 2013		(277,040	)
				Total	($	504,955	)
Type	Number  of Contracts		Position	Expiration	Unrealized Gain/(Loss)
Managers Intermediate Duration Government Fund
2-Year U.S. Treasury Note		6	Short	September 2011	($	1,515	)
5-Year U.S. Treasury Note		16	Long	September 2011		3,835
10-Year U.S. Treasury Note		5	Long	September 2011		(247	)
U.S. Treasury Long Bond		3	Long	September 2011		(4,953	)
5-Year Interest Rate Swap		21	Short	September 2011		12,416
10-Year Interest Rate Swap		28	Short	September 2011		46,743
3-Month Eurodollar		9	Short	March 2012 - March 2013		(64,022	)
3-Month Eurodollar		9	Short	June 2012 - June 2013		(64,285	)
3-Month Eurodollar		12	Short	September 2011 - September 2013		(80,868	)
3-Month Eurodollar		14	Short	December 2011 - December 2013		(94,960	)
				Total	($	247,856	)

Investments Definitions and Abbreviations:
FHLMC:	Federal Home Loan Mortgage Corp.
FNMA:	Federal National Mortgage Association
GMAC:	General Motors Acceptance Corp.
GNMA:	Government National Mortgage Association
GSR:	Goldman Sachs REMIC
TBA:	To Be Announced

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

18

Statements of Assets and Liabilities

June 30, 2011 (unaudited)

	Managers Short Duration Government Fund			Managers Intermediate  Duration Government Fund
Assets:
Investments at value*	$	355,763,035		$	234,576,464
Receivable for delayed delivery investments sold		222,615			9,276,486
Receivable for Fund shares sold		2,606,813			1,291,404
Dividends, interest and other receivables		1,195,186			665,755
Receivable for variation margin on futures		112,553			17,250
Receivable from affiliate		50			7,686
Prepaid expenses		33,882			18,861
Total assets		359,934,134			245,853,906
Liabilities:
Payable upon return of securities loaned		15,506			13,850
Payable for delayed delivery investments purchased		17,704,969			85,569,908
Payable for Fund shares repurchased		2,397,905			1,154,044
Payable for TBA forward sale commitments		—			9,225,248
Payable for variation margin on futures		10,411			10,709
Accrued expenses:
Investment management and advisory fee payable		196,791			85,975
Other		104,340			93,167
Total liabilities		20,429,922			96,152,901
Net Assets	$	339,504,212		$	149,701,005
Shares outstanding		35,382,359			13,371,574
Net asset value, offering and redemption price per share	$	9.60		$	11.20
Net Assets Represent:
Paid-in capital	$	344,506,390		$	142,474,101
Undistributed net investment income		10,269			16,860
Accumulated net realized gain (loss) from investments and futures contracts		(6,547,673	)		1,781,560
Net unrealized appreciation of investments, futures contracts and TBA forward sale commitments		1,535,226			5,428,484
Net Assets	$	339,504,212		$	149,701,005
*  Investments at cost	$	353,722,854		$	228,945,923

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

19

Statements of Operations

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

	Managers Short  Duration Government Fund			Managers Intermediate  Duration Government Fund
Investment Income:
Interest income	$	3,176,325		$	2,671,522
Dividend income		15,761			22,026
Total investment income		3,192,086			2,693,548
Expenses:
Investment management and advisory fees		1,268,772			519,916
Custodian		58,148			23,310	��
Professional fees		40,350			26,168
Registration fees		33,829			15,842
Transfer agent		30,532			90,092
Reports to shareholders		26,928			19,208
Trustees fees and expenses		14,101			5,539
Miscellaneous		8,536			3,442
Total expenses before offsets		1,481,196			703,517
Expense reimbursements		—			(42,417	)
Expense reductions		(155	)		(64	)
Expense waivers		(1,795	)		(8,644	)
Net expenses		1,479,246			652,392
Net investment income		1,712,840			2,041,156
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments		(112,123	)		2,074,750
Net realized loss on options and futures contracts		(73,494	)		(38,268	)
Net change in unrealized appreciation of investments		1,496,740			352,559
Net change in unrealized appreciation (depreciation) of futures contracts		(639,982	)		24,253
Net realized and unrealized gain		671,141			2,413,294
Net increase in net assets resulting from operations	$	2,383,981		$	4,454,450

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

20

Statements of Changes in Net Assets

For the six months ended June 30, 2011 (unaudited) and for the year ended December 31, 2010

	Managers Short Duration Government Fund						Managers Intermediate Duration Government Fund
	2011			2010			2011			2010
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	1,712,840		$	4,960,625		$	2,041,156		$	4,658,085
Net realized gain (loss) on investments and futures contracts		(185,617	)		(767,061	)		2,036,482			3,949,843
Net change in unrealized appreciation of investments and futures contracts		856,758			1,429,714			376,812			2,852,745
Net increase in net assets resulting from operations		2,383,981			5,623,278			4,454,450			11,460,673
Distributions to Shareholders:
From net investment income		(1,702,726	)		(5,130,631	)		(2,050,353	)		(4,636,850	)
From net realized gain on investments		—			—			—			(4,790,544	)
Total distributions to shareholders		(1,702,726	)		(5,130,631	)		(2,050,353	)		(9,427,394	)
From Capital Share Transactions:
Proceeds from sale of shares		95,231,901			313,082,969			23,986,773			92,990,465
Reinvestment of dividends and distributions		1,600,164			4,896,319			1,790,171			8,373,360
Cost of shares repurchased		(138,935,366	)		(212,875,291	)		(32,124,332	)		(104,979,200	)
Net increase (decrease) from capital share transactions		(42,103,301	)		105,103,997			(6,347,388	)		(3,615,375	)
Total increase (decrease) in net assets		(41,422,046	)		105,596,644			(3,943,291	)		(1,582,096	)
Net Assets:
Beginning of period		380,926,258			275,329,614			153,644,296			155,226,392
End of period	$	339,504,212		$	380,926,258		$	149,701,005		$	153,644,296
End of period undistributed net investment income	$	10,269		$	155		$	16,860		$	26,057
Share Transactions:
Sale of shares		9,923,007			32,697,915			2,164,384			8,279,870
Reinvestment of dividends and distributions		166,865			511,626			161,696			757,008
Shares repurchased		(14,476,446	)		(22,230,366	)		(2,903,709	)		(9,332,613	)
Net increase (decrease) in shares		(4,386,574	)		10,979,175			(577,629	)		(295,735	)

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

21

Financial Highlights

For a share outstanding throughout each period

Short Duration Government Fund	For the six months ended June 30, 2011 (unaudited)			For the year  ended December 31, 2010			For the year  ended December 31, 2009			For the year  ended December 31, 2008			For the period from April 1, 2007 to December 31, 2007			For the fiscal year  ended March 31,
																2007			2006
Net Asset Value, Beginning of Period	$	9.58		$	9.56		$	9.20		$	9.68		$	9.68		$	9.61		$	9.66
Income from Investment Operations:
Net investment income		0.05			0.13			0.24			0.34			0.31			0.42			0.34
Net realized and unrealized gain (loss) on investments		0.02			0.03			0.35			(0.45	)		0.01			0.06			(0.05	)
Total from investment operations		0.07			0.16			0.59			(0.11	)		0.32			0.48			0.29
Less Distributions to Shareholders from:
Net investment income		(0.05	)		(0.14	)		(0.23	)		(0.37	)		(0.32	)		(0.41	)		(0.34	)
Net Asset Value, End of Period	$	9.60		$	9.58		$	9.56		$	9.20		$	9.68		$	9.68		$	9.61
Total Return1		0.69	%6		1.68	%3		6.43	%3		(1.19	)%		3.41	%6		5.05	%		3.00	%
Ratio of net expenses to average net assets		0.82	%7		0.81	%		0.84	%		0.83	%		0.84	%4,7		0.83	%4		0.83	%4
Ratio of net investment income to average net assets1		0.94	%7		1.38	%		2.43	%		3.88	%		4.49	%4,7		4.15	%4		3.41	%4
Portfolio turnover		41	%6		116	%		152	%		282	%		199	%6		230	%		315	%
Net assets at end of period (000’s omitted)	$	339,504		$	380,926		$	275,330		$	243,548		$	235,117		$	179,984		$	206,523
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		0.82	%7		0.82	%		0.84	%		0.84	%		1.22	%7		1.36	%		1.08	%
Ratio of net investment income to average net assets		0.94	%7		1.37	%		2.43	%		3.87	%		4.11	%7		3.62	%		3.16	%

22

Financial Highlights

For a share outstanding throughout each period

Intermediate Duration Government Fund	For the six months ended June 30, 2011 (unaudited)			For the year  ended December 31, 2010			For the year  ended December 31, 2009			For the year  ended December 31, 2008			For the period from April 1, 2007 to December 31, 2007			For the fiscal year ended March 31,
																2007			2006
Net Asset Value, Beginning of Period	$	11.01		$	10.90		$	10.17		$	10.67		$	10.54		$	10.37		$	10.53
Income from Investment Operations:
Net investment income		0.15			0.32			0.41			0.45			0.37			0.47			0.37
Net realized and unrealized gain (loss) on investments		0.19			0.46			0.83			(0.37	)		0.13			0.17			(0.16	)
Total from investment operations		0.34			0.78			1.24			0.08			0.50			0.64			0.21
Less Distributions to Shareholders from:
Net investment income		(0.15	)		(0.32	)		(0.41	)		(0.45	)		(0.37	)		(0.47	)		(0.37	)
Net realized gain on investments		—			(0.35	)		(0.10	)		(0.13	)		—			—			—
Total distributions to shareholders		(0.15	)		(0.67	)		(0.51	)		(0.58	)		(0.37	)		(0.47	)		(0.37	)
Net Asset Value, End of Period	$	11.20		$	11.01		$	10.90		$	10.17		$	10.67		$	10.54		$	10.37
Total Return1		3.04	%6		7.20	%3		12.40	%		0.85	%		4.85	%6		6.30	%		2.02	%
Ratio of net expenses to average net assets		0.88	%7		0.89	%		0.89	%		0.89	%		0.83	%5,7		0.87	%5		0.88	%5
Ratio of net investment income to average net assets1		2.75	%7		2.80	%		3.84	%		4.32	%		4.62	%5,7		4.46	%5		3.53	%5
Portfolio turnover		223	%6		409	%		370	%		429	%		240	%6		445	%		672	%
Net assets at end of period (000’s omitted)	$	149,701		$	153,644		$	155,226		$	170,181		$	193,440		$	182,771		$	194,545
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		0.95	%7		0.96	%		0.98	%		0.95	%		0.84	%7		0.89	%		0.88	%
Ratio of net investment income to average net assets		2.68	%7		2.73	%		3.75	%		4.26	%		4.61	%7		4.44	%		3.53	%

Notes to Financial Highlights

The following notes should be read in conjunction with the Financial Highlights of the Funds presented on the previous pages.

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 non-reimbursable expenses, if any, such as interest and taxes. (See Note 1(c) of Notes to Financial Statements.)

³  The total return is based on the Financial Statement Net Asset Values as shown.

⁴  Excludes interest expense for the period ended December 31, 2007 and the fiscal years ended March 31, 2007 and 2006 of 0.38%, 0.53%, and 0.23%, respectively. (See Note 1(c) of Notes to Financial Statements.)

⁵  Excludes interest expense for the period ended December 31, 2007 and the fiscal years ended March 31, 2007 and 2006 of 0.01%, 0.04%, and 0.00%, respectively. (See Note 1(c) of Notes to Financial Statements.)

⁶  Not annualized.

⁷  Annualized.

23

Notes to Financial Statements

June 30, 2011 (unaudited)

1. Summary of Significant Accounting Policies

Managers Trust II (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 is comprised of a number of different funds, each having distinct investment management objectives, strategies, risks and policies. Included in this report are two series of Trust II: Managers Short Duration Government Fund (“Short Duration”), and Managers Intermediate Duration Government Fund (“Intermediate Duration”), each a “Fund” and collectively the “Funds.”

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 periods. Actual results could differ from those estimates and such differences may 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 each Fund’s investment may be based on an evaluation of its 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 security to calculate its net asset value (“NAV”) when, for example, (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time as of which the Fund calculates its NAV, (4) a security’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 Funds calculate its NAV. In accordance with procedures approved by the Board, the Investment Manager relies upon recommendations of a third-party fair valuation service in adjusting the prices of such foreign portfolio investments. 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.

Fixed-income securities are valued based on valuations furnished by independent pricing services that utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Futures contracts for which market quotations are readily available are valued at the settlement price as of the close of the futures exchange. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Investments in other regulated investment companies are valued at their end of day net asset value per share except iShares or other ETF’s, which are valued the same as equity securities. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between securities and yield to maturity in determining value. 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.

U.S. GAAP define 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 establish 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, futures contracts, options contracts)

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

24

Notes to Financial Statements (continued)

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 – 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 the 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. These dividends 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. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. 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.

The Funds have a “balance credit” arrangement with The Bank of New York Mellon, 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 June 30, 2011, the custodian expense was not reduced for either of the Funds.

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 June 30, 2011, the Funds did not incur overdraft fees.

The Trust also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., (formerly PNC Global Investment Servicing (U.S.) Inc.), whereby earnings credits are used to offset banking charges and other out-of-pocket expenses. For the six months ended June 30, 2011, the transfer agent expense was reduced as follows: Short Duration - $155, and Intermediate Duration - $64.

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments each Fund may have made in the JPM-organ Liquid Assets Money Market Fund – Capital Shares. For the six months ended June 30, 2011, the management fee was reduced as follows: Short Duration - $1,795, and Intermediate Duration - $8,644.

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 offsets such as brokerage recapture credits, but include non-reimburseable expenses, if any, such as interest and taxes, except in such cases where interest expense is disclosed separately.

d. Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared and paid monthly for the Funds. Distributions of capital gains, if any, will be made on an annual basis and when required for Federal excise tax purposes. 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, foreign currency, options, futures, 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 its taxable income and gains to its 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 December 31, 2007-2010), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. The

25

Notes to Financial Statements (continued)

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 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. Dividends and distributions to shareholders are recorded on the ex-dividend date.

At June 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: Short Duration – two collectively own 64%; Intermediate Duration – three collectively own 63%. Transactions by these shareholders may have a material impact on the Funds.

g. Capital Loss Carryovers

As of June 30, 2011, the following Fund 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.

	Capital Loss Carryover Amount		Expires Dec. 31,
Short Duration
	$	1,210,911		2016
		3,951,314		2017
Total	$	5,162,225

h. Reverse Repurchase Agreements

A reverse repurchase agreement involves the sale of portfolio assets together with an agreement to repurchase the same or substantially the same assets later at a fixed price. An interest expense is charged to the Fund for the duration of the sale. Additional assets are maintained in a segregated account with the custodian, and are marked to market daily. The segregated assets may consist of cash, U.S. Government securities, or other liquid securities at least equal in value to the obligations under the reverse repurchase agreements. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a fund’s use of the proceeds under the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the obligation to repurchase the securities. For the six months ended June 30, 2011, there were no reverse repurchase agreements, and, therefore, no interest expense.

i. Delayed Delivery Transactions and When-Issued Securities

Each of the Funds entered into securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Funds’ Schedules of Portfolio Investments. With respect to purchase commitments, the Funds identify securities as segregated in their records with a value at least equal to the amount of the commitment. The payables and receivables associated with the purchases and sales of delayed delivery securities having the same coupon, settlement date and broker are offset. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as both payables and receivables in the Funds’ Statement of Assets and Liabilities. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

j. Dollar Roll and Reverse Dollar Roll Agreements

Each of the Funds entered into dollar rolls in which they sell debt securities for delivery currently and simultaneously contract to repurchase similar, but not identical, securities at the same price or a lower price on an agreed date. The Funds receive compensation as consideration for entering into the commitment to repurchase. The compensation is the difference between the current sale price and the forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. The Funds may also be compensated by the receipt of a commitment fee. As the holder, the counterparty receives all principal and interest payments, including prepayments, made with respect to the similar security. Dollar rolls may be renewed with a new sale and repurchase price with a cash settlement made at renewal without physical delivery of the securities subject to the contract.

Certain risks may arise upon entering into dollar rolls from the potential inability of counterparties to meet the terms of their commitments. Additionally, the value of such securities may change adversely before the Funds are able to repurchase them. There can be no assurance that the Funds’ use of the cash that they receive from a dollar roll will provide a return that exceeds its cost.

26

Notes to Financial Statements (continued)

k. Securities Transacted on a When Issued Basis

Each of the Funds entered into To Be Announced (“TBA”) forward sale commitments to hedge their portfolio positions or to sell mortgage-backed securities they own under delayed delivery arrangements. Proceeds of TBA forward sale commitments are not received until the contractual settlement date. During the time a TBA forward sale commitment is outstanding, equivalent deliverable securities, or an offsetting TBA forward purchase commitment deliverable on or before the sale commitment date, are held as “cover” for the transaction. Unsettled TBA forward sale commitments are valued at the current market value of the underlying securities, according to the procedures described under “Valuation of Investments,” in footnote 1a above. Each contract is marked-to-market daily and the change in market value is recorded by the Funds as an unrealized gain or loss. If the TBA forward sale commitment is closed through the acquisition of an offsetting purchase commitment, the Fund realizes a gain or loss. If the Fund delivers securities under the commitment, the Fund realizes a gain or a loss from the sale of the securities based upon the unit price established at the date the commitment was entered into.

2. Derivative Instruments

The following disclosures contain information on how and why the Funds use derivative instruments, the credit-risk and how derivative instruments affect the Funds’ financial position, results of operations and cash flows. The location and fair value amounts of these instruments on the Statements of Assets and Liabilities and the realized and changes in unrealized gains and losses on the Statements of Operations, each categorized by type of derivative contract, are included in a table in the Schedules of Portfolio Investments for the applicable funds. The derivative instruments outstanding as of period end as disclosed in the Statements of Assets and Liabilities and the realized and changes in unrealized gains and losses on derivative instruments during the period as disclosed in the Statement of Operations serve as indicators of the volume of derivative activity for the Funds.

a. Futures Contracts

Each of the Funds invest in interest rate futures contracts for risk management purposes in order to reduce the interest rate risk of fixed-income securities. The Funds are subject to interest rate risk in the normal course of pursuing their investment objectives. With futures, there is minimal counterparty credit risk to the Funds since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. On entering into a futures contract, either cash or securities in an amount equal to a certain percentage of the contract value (initial margin) must be deposited with the futures broker. Subsequent payments (variation margin) are made or received each day. The variation margin payments equal the daily changes in the contract value and are recorded as unrealized gains or losses. The Funds recognize a realized gain or loss when the contract is closed or expires equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures are valued at their quoted daily settlement prices. The

aggregate principal amounts of the contracts are not recorded in the financial statements. Fluctuations in the value of the contracts are recorded in the Statements of Assets and Liabilities as an asset (liability) and in the Statements of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures.

Futures transactions involve additional costs and may result in losses. The effective use of futures depends on the Fund’s ability to close futures positions at times when the Fund’s portfolio managers deem it desirable to do so. The use of futures also involves the risk of imperfect correlation among movements in the values of the securities underlying the futures purchased and sold by the Funds, of the futures contracts themselves, and of the securities that are the subject of a hedge.

b. Assets Pledged to Cover Margin Requirements for Open Futures Positions

The aggregate market value of assets pledged to cover margin requirements for the open futures positions at June 30, 2011 was:

Fund	Assets Pledged
Short Duration	$	699,743
Intermediate Duration		149,982

c. Stripped Securities

Each of the Funds invest in stripped securities (“STRIPS”), primarily interest-only strips for their hedging characteristics. Interest-only STRIPS will most likely move differently than typical fixed-income securities in relation to changes in interest rates. STRIPS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of underlying assets. A common type of STRIP will have one class receiving all of the interest from the underlying assets (“interest-only” or “IO” class), while the other class will receive the entire principal (“principal only” or “PO” class). However, in some instances, one class will receive some of the interest and most of the principal while the other class will receive most of the interest and the remainder of the principal. STRIPS are unusually volatile in response to changes in interest rates. The yield to maturity on an IO class of STRIPS is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurably adverse effect on a Fund’s yield to maturity to the extent it invests in IOs. Conversely, POs tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. Thus, if the underlying assets experience greater than anticipated prepayments of principal, a Fund may fail to fully recover its initial investment in these securities, even if the STRIPS were rated of the highest credit quality by Standard & Poor’s Corporation or Moody’s Investors Service, Inc. These risks are managed by investing in a

27

Notes to Financial Statements (continued)

variety of such securities and by using certain hedging techniques. In addition the secondary market for STRIPS may be less liquid than that of other mortgage-backed or asset-backed securities, potentially limiting a Fund’s ability to buy or sell those securities at any particular time.

3. 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 agreements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risks of loss to be remote.

4. Agreements and Transactions with Affiliates

The Trust has entered into an Investment Management Agreement under which 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 Trustee approval), allocates assets among subadvisors and monitors the subadvisors’ investment programs and results. Each Fund’s investment portfolio is managed by a portfolio manager who serves pursuant to Subadvisory Agreements with the Investment Manager. Investment management fees are paid directly by each Fund to the Investment Manager based on average daily net assets. The annual investment management fee rates, as a percentage of average daily net assets for the six months ended June 30, 2011, were as follows:

	Investment Management Fee
Short Duration		0.70	%
Intermediate Duration		0.70	%

The Investment Manager has contractually agreed, through at least May 1, 2012, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) to 0.89% of Intermediate Duration Fund’s average daily net assets.

Intermediate Duration is 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 year to exceed the above percentages, based on the Fund’s average daily net assets. For the six months ended June 30, 2011, the Fund’s components of reimbursement are detailed in the following chart:

	Intermediate Duration
Reimbursement Available - 12/31/10	$	368,116
Additional Reimbursements		42,417
Repayments		—
Expired Reimbursements		(37,957	)
Reimbursement Available - 06/30/11	$	372,576

Effective January 1, 2011, the aggregate annual 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 among 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 the Funds’ 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 underwriter for each Fund in the Trust. MDI 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 by brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. MDI bears all the expenses of providing services pursuant to the Underwriting Agreement, including the 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.

28

Notes to Financial Statements (continued)

5. Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities) for the six months ended June 30, 2011, were as follows:

	Long-Term Securities (excluding U.S. Government Obligations)				U.S. Government Obligations
Fund	Purchases		Sales		Purchases		Sales
Short Duration	$	14,395,021	$	17,820,135	$	123,992,572	$	171,149,130
Intermediate Duration		4,566,076		4,375,222		414,659,163		412,017,024

6. Portfolio Securities Loaned

The Funds participate in a securities lending program offered by BNYM, providing for the lending of securities to qualified brokers. Securities lending fees include earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the program, and the Fund, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and/or government securities and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. The Funds bear the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Collateral received in the form of cash is invested temporarily in the BNY Mellon Overnight Government Fund, formerly the BNY Institutional Cash Reserves Fund (the “ICRF”), or other short-term investments as defined in the Securities Lending Agreement with BNYM. For the six months ended June 30, 2011 and the year ended December 31, 2010, the Funds did not lend any securities.

Effective August 2, 2010, the Trust, on behalf of each applicable Fund, has entered into an agreement with The Bank of New York Mellon and the Bank of New York Mellon Corporation (“BNYMC”) with respect to each Fund’s position in the BNY Institutional Cash Reserves Fund (the “ICRF”), pursuant to which (i) BNYMC will support the value of certain defaulted securities issued by Lehman Brothers Holdings, Inc. and held by ICRF, and (ii) if certain conditions are met, BNYMC will purchase the defaulted securities from each Fund in September 2011. Each applicable Fund is fair valuing its position in the ICRF daily. Each Fund’s position, if any, in the separate sleeve of the ICRF is included in the

Schedule of Portfolio Investments and the unrealized loss on such investment is included in Net Unrealized Appreciation on the Statement of Assets and Liabilities and Statement of Operations.

7. Risks Associated with Collateralized Mortgage Obligations (“CMOs”)

The net asset value of the Funds may be sensitive to interest rate fluctuations because the Funds may hold several instruments, including CMOs and other derivatives, whose values can be significantly impacted by interest rate movements. CMOs are obligations collateralized by a portfolio of mortgages or mortgage-related securities. Payments of principal and interest on the mortgages are passed through to the holder of the CMOs on the same schedule as they are received, although certain classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, the investment in CMOs may be subject to a greater or lesser risk of prepayment than other types of mortgage-related securities. CMOs may have a fixed or variable rate of interest.

8. New Accounting Standards

In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-03 “Reconsideration of Effective Control for Repurchase Agreements.” ASU 2011-03 changes the assessment of effective control for repurchase agreements including dollar roll transactions. 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. 2011-03 and its impact on the financial statements.

In May 2011, the FASB issued 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.

9. Subsequent Events

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

29

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 Managers Intermediate Duration Government Fund. 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 the Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff and information regarding the Subadvisor’s organizational and management structure. The Trustees considered specific information provided regarding the experience of the individual or individuals at the Subadvisor with portfolio management responsibility for the Fund, including the information set forth in the 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 both the Fund’s performance results and portfolio composition, as well as the Subadvisor’s Investment Strategy. 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 each Fund. 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,

30

Annual Renewal of Investment Advisory Agreements (continued)

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 an expense limitation for Managers Intermediate Duration Government Fund.

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 asset levels of each Fund and the willingness of the Investment Manager to waive fees and pay expenses for Managers Intermediate Duration Government Fund from time to time as a means of limiting total expenses. The Trustees also 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 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 Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Investment Manager is not affiliated with the Subadvisor. 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 a Fund, including any so-called “fallout benefits” to the Subadvisor, such as reputational value derived from the Subadvisor serving as Subadvisor to the Fund. 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 of each Fund managed by the Subadvisor, the Trustees concluded that the effect of 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 and the Subadvisor.

MANAGERS SHORT DURATION GOVERNMENT FUND

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2011 was below, above, above and above, respectively, the median performance of the Peer Group and above the performance of the Fund Benchmark, the BofA Merrill Lynch 6-Month U.S. T-Bill Index. The Board also took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s relative underperformance over the recent period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

Advisory Fees.

The Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2011 were both higher than the average for the Fund’s Peer Group. The Trustees took into account management’s discussion of the Fund’s expenses, including the Fund’s distinctive investment approach. The Trustees concluded that, in light of the nature, extent

31

Annual Renewal of Investment Advisory Agreements (continued)

and quality of the services provided by the Investment Manager and the Subadvisor 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 INTERMEDIATE DURATION GOVERNMENT FUND

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2011 was above the median performance of the Peer Group and above, above, below and below, respectively, the performance of the Fund Benchmark, the Citigroup Mortgage Index. The Trustees took into account management’s discussion of the Fund’s performance, including the fact that the Fund ranked in the top quartile relative to its Peer Group for the 1-, 3-, 5- and 10-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory.

Advisory Fees.

The Trustees noted that the Fund’s advisory 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 management’s discussion of the Fund’s expenses, including the fact that the Investment Manager has contractually agreed, through May 1, 2012, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.89%. The Trustees also took into account the Fund’s relatively distinctive investment approach. 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 Subadvisor’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 their 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.

32

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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

For Managers Choice Only

Managers

c/o BNY Mellon Investment Servicing (US) Inc.*

P.O. Box 9847

Providence, RI 02940-8047

(800) 358-7668

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

MANAGERSAND MANAGERS AMG FUNDS

EQUITY FUNDS		BALANCED FUNDS
CADENCE CAPITAL APPRECIATION CADENCE FOCUSED GROWTH CADENCE MID-CAP CADENCE EMERGING COMPANIES Cadence Capital Management, LLC CHICAGO EQUITY PARTNERS MID-CAP Chicago Equity Partners, LLC EMERGING MARKETS EQUITY Rexiter Capital Management Limited Schroder Investment Management North America Inc. ESSEX SMALL/MICRO CAP GROWTH Essex Investment Management Co., LLC FQ TAX-MANAGED U.S. EQUITY FQ U.S. EQUITY First Quadrant, L.P. FRONTIER SMALL CAP GROWTH Frontier Capital Management Company, LLC GW&K SMALL CAP EQUITY Gannett Welsh & Kotler, LLC INSTITUTIONAL MICRO-CAP MICRO-CAP Lord, Abbett & Co. LLC WEDGE Capital Management L.L.P. Next Century Growth Investors LLC RBC Global Asset Management (U.S.) Inc.	INTERNATIONAL EQUITY AllianceBernstein L.P. Lazard Asset Management, LLC Martin Currie Inc. REAL ESTATE SECURITIES Urdang Securities Management, Inc. RENAISSANCE LARGE CAP GROWTH Renaissance Group LLC SKYLINE SPECIAL EQUITIES PORTFOLIO Skyline Asset Management, L.P. SPECIAL EQUITY Ranger Investment Management, L.P. Lord, Abbett & Co. LLC Smith Asset Management Group, L.P. Federated MDTA LLC SYSTEMATIC VALUE SYSTEMATIC MID CAP VALUE Systematic Financial Management, L.P. TIMESSQUARE MID CAP GROWTH TIMESSQUARE SMALL CAP GROWTH TSCM GROWTH EQUITY TimesSquare Capital Management, LLC TRILOGY GLOBAL EQUITY TRILOGY EMERGING MARKETS EQUITY TRILOGY INTERNATIONAL SMALL CAP Trilogy Global Advisors, L.P.	CHICAGO EQUITY PARTNERS BALANCED Chicago Equity Partners, LLC ALTERNATIVE FUNDS FQ GLOBAL ALTERNATIVES FQ GLOBAL ESSENTIALS First Quadrant, L.P. INCOME FUNDS BOND (MANAGERS) FIXED INCOME GLOBAL BOND Loomis, Sayles & Co., L.P. BOND (MANAGERS PIMCO) Pacific Investment Management Co. LLC CALIFORNIA INTERMEDIATE TAX-FREE Miller Tabak Asset Management LLC GW&K MUNICIPAL BOND GW&K MUNICIPAL ENHANCED YIELD Gannett Welsh & Kotler, LLC HIGH YIELD J.P. Morgan Investment Management LLC INTERMEDIATE DURATION GOVERNMENT SHORT DURATION GOVERNMENT Smith Breeden Associates, Inc.

  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.  

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.

MANAGERS TRUST II

By:	/s/ John H. Streur
	John H. Streur, President
Date:	September 2, 2011

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/ John H. Streur
	John H. Streur, President
Date:	September 2, 2011
By:	/s/ Donald S. Rumery
	Donald S. Rumery, Chief Financial Officer
Date:	September 2, 2011