AMG Funds I 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: 811-06520

MANAGERS TRUST I

(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:	OCTOBER 31
Date of reporting period:	NOVEMBER 1, 2010 – APRIL 30, 2011 (Semi-Annual Shareholder Report)

Item 1. Reports to Shareholders

SEMI-ANNUAL REPORT

Managers AMG

April 30, 2011

FQ Tax-Managed U.S. Equity Fund

FQ U.S. Equity Fund

FQ Global Alternatives Fund

FQ Global Essentials Fund

SAR016-0411

Managers AMG

FQ Tax-Managed U.S. Equity, FQ U.S. Equity, FQ Global Alternatives, FQ Global Essentials

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

TABLE OF CONTENTS	Page
ABOUT YOUR FUND’S EXPENSES		1
FUNDS PERFORMANCE		2
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
FQ Tax-Managed U.S. Equity Fund		4
FQ U.S. Equity Fund		7
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		11
FINANCIAL STATEMENTS:
Statements of Assets and Liabilities		13
FQ Tax-Managed U.S. Equity and FQ U.S. Equity
Fund balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statement of Net Assets		14
FQ Global Alternatives and FQ Global Essentials
Portfolio of Investments, Fund balance sheet, net asset value (NAV) per share computations, cumulative undistributed amounts, and notes to Statement of Net Assets
Statements of Operations		22
Detail of sources of income, Fund expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		23
Detail of changes in Fund assets for the past two fiscal periods
FINANCIAL HIGHLIGHTS		25
Historical net asset values per share, distributions, total returns, expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL STATEMENTS		33
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

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 April 30, 2011	Expense Ratio for the Period			Beginning Account Value 11/01/10		Ending Account Value 04/30/11		Expenses Paid During the Period*
Managers AMG FQ Tax-Managed U.S. Equity Fund
Class A Shares
Based on Actual Fund Return		1.24	%	$	1,000	$	1,190	$	6.73
Hypothetical (5% return before expenses)		1.24	%	$	1,000	$	1,019	$	6.21
Class C Shares
Based on Actual Fund Return		1.99	%	$	1,000	$	1,186	$	10.79
Hypothetical (5% return before expenses)		1.99	%	$	1,000	$	1,015	$	9.94
Institutional Class Shares
Based on Actual Fund Return		0.99	%	$	1,000	$	1,192	$	5.38
Hypothetical (5% return before expenses)		0.99	%	$	1,000	$	1,020	$	4.96
Managers AMG FQ U.S. Equity Fund
Class A Shares
Based on Actual Fund Return		1.04	%	$	1,000	$	1,184	$	5.63
Hypothetical (5% return before expenses)		1.04	%	$	1,000	$	1,020	$	5.21
Class C Shares
Based on Actual Fund Return		1.79	%	$	1,000	$	1,180	$	9.68
Hypothetical (5% return before expenses)		1.79	%	$	1,000	$	1,016	$	8.95
Institutional Class Shares
Based on Actual Fund Return		0.79	%	$	1,000	$	1,186	$	4.28
Hypothetical (5% return before expenses)		0.79	%	$	1,000	$	1,021	$	3.96
Managers AMG FQ Global Alternatives Fund
Class A Shares
Based on Actual Fund Return		1.93	%	$	1,000	$	986	$	9.50
Hypothetical (5% return before expenses)		1.93	%	$	1,000	$	1,015	$	9.64
Class C Shares
Based on Actual Fund Return		2.49	%	$	1,000	$	983	$	12.24
Hypothetical (5% return before expenses)		2.49	%	$	1,000	$	1,012	$	12.42
Service Class Shares
Based on Actual Fund Return		1.71	%	$	1,000	$	987	$	8.42
Hypothetical (5% return before expenses)		1.71	%	$	1,000	$	1,017	$	8.55
Institutional Class Shares
Based on Actual Fund Return		1.49	%	$	1,000	$	988	$	7.34
Hypothetical (5% return before expenses)		1.49	%	$	1,000	$	1,017	$	7.45
Managers AMG FQ Global Essentials Fund
Investor Class Shares
Based on Actual Fund Return		1.49	%	$	1,000	$	1,046	$	7.56
Hypothetical (5% return before expenses)		1.49	%	$	1,000	$	1,017	$	7.45
Service Class Shares
Based on Actual Fund Return		1.24	%	$	1,000	$	1,047	$	6.29
Hypothetical (5% return before expenses)		1.24	%	$	1,000	$	1,019	$	6.21
Institutional Class Shares
Based on Actual Fund Return		0.99	%	$	1,000	$	1,048	$	5.03
Hypothetical (5% return before expenses)		0.99	%	$	1,000	$	1,020	$	4.96
*  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

Fund Performance

All periods ended April 30, 2011 (unaudited)

The table below shows the average annual total returns of the Funds for each period through April 30, 2011 and each Fund’s index for the same time periods.

	Average Annual Total Returns1
	Six Months			One Year			Five Years			Ten Years			Since Inception			Inception Date
Managers AMG FQ Tax-Managed U.S. Equity Fund 2,5,8
No Load Before Taxes:
Institutional Class		19.23	%		22.69	%		2.84	%		4.66	%		4.37	%		12/18/00
Class A*		19.03	%		22.37	%		2.66	%		—			2.90	%		03/01/06
Class C*		18.59	%		21.48	%		1.91	%		—			2.12	%		03/01/06
Russell 3000® Index 13		17.65	%		18.35	%		3.33	%		3.64	%		2.98	%		12/18/00	†
No Load After Taxes: 6
Return After Taxes on Distributions
Institutional Class		19.16	%		22.61	%		2.74	%		4.55	%		4.27	%		12/18/00
Class A*		19.02	%		22.35	%		2.61	%		—			2.84	%		03/01/06
Class C*		18.59	%		21.48	%		1.91	%		—			2.12	%		03/01/06
Return After Taxes on Distributions and Sale of Fund Shares
Institutional Class		12.59	%		14.83	%		2.40	%		4.02	%		3.77	%		12/18/00
Class A*		12.39	%		14.56	%		2.26	%		—			2.47	%		03/01/06
Class C*		12.08	%		13.96	%		1.63	%		—			1.81	%		03/01/06
With Load Before Taxes:
Class A*		12.19	%		15.53	%		1.45	%		—			1.73	%		03/01/06
Class C*		17.59	%		20.48	%		1.91	%		—			2.12	%		03/01/06
Managers AMG FQ U.S. Equity Fund 2,5,8
No Load:
Institutional Class		18.64	%		20.38	%		3.02	%		3.11	%		7.74	%		08/14/92
Class A*		18.36	%		20.11	%		2.74	%		—			3.19	%		03/01/06
Class C*		17.99	%		19.28	%		2.03	%		—			2.49	%		03/01/06
Russell 3000® Index 13		17.65	%		18.35	%		3.33	%		3.64	%		8.88	%		08/14/92	†
With Load:
Class A*		11.53	%		13.19	%		1.53	%		—			2.01	%		03/01/06
Class C*		16.99	%		18.28	%		2.03	%		—			2.49	%		03/01/06
Managers AMG FQ Global Alternatives Fund # 2,3,4,8,14
No Load:
Class A		(1.37	)%		(0.79	)%		2.10	%		—			2.13	%		03/30/06
Class C		(1.70	)%		(1.31	)%		1.39	%		—			1.41	%		03/30/06
Service Class**		(1.27	)%		(0.49	)%		—			—			1.28	%		01/01/10
Institutional Class**		(1.17	)%		(0.29	)%		—			—			1.36	%		01/01/10
Citigroup 1-Month T-Bill Index7		0.06	%		0.14	%		1.87	%		—			1.92	%		03/30/06	†
With Load:
Class A		(7.00	)%		(6.49	)%		0.90	%		—			0.94	%		03/30/06
Class C		(2.69	)%		(2.29	)%		1.39	%		—			1.41	%		03/30/06
Managers AMG FQ Global Essentials Fund 2,9,10,12,15,16
Investor Class**		4.57	%		12.33	%		—			—			12.77	%		01/01/10
Service Class**		4.70	%		12.64	%		—			—			13.08	%		01/01/10
Institutional Class		4.80	%		12.83	%		1.20	%		3.16	%		6.40	%		11/18/88
Managers Global Essentials Fund Composite Hedged Index11		5.44	%		6.57	%		1.55	%		2.20	%		5.65	%		11/30/88	17
Managers Global Essentials Fund Composite Unhedged Index11		9.02	%		15.77	%		4.99	%		5.93	%		7.06	%		11/30/88	17

2

Fund Performance

All periods ended April 30, 2011 (continued)

† The date reflects the inception date of the Fund, not the index.

* Class A and Class C shares commenced operations on March 1, 2006.

** Investor and Service Class shares commenced operations on January 1, 2010. Institutional Class shares for FQ Global Alternatives Fund commenced operations on January 1, 2010.

# Commencement of operations was March 30, 2006.

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 principal value of an investment in the Funds 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 website at www.managersinvest.com.

Performance differences among the share classes are due to the differences in sales charge structures and class expenses. Load performance: maximum sales charge on Class A shares is 5.75% and Class C shares held for less than one year are subject to a 1.0% contingent deferred sales charge (CDSC).

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

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

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

³  Investments in foreign securities and currency instruments are subject to additional risks such as erratic market conditions, economic and political instability, and currency exchange rate fluctuations.

⁴  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.

⁵  The Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small and medium capitalization companies) when stocks of large-capitalization companies are out of favor. Although the Fund is managed to minimize taxable distributions, it may not be able to avoid taxable distributions.

⁶  After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(K) plans or individual retirement accounts.

⁷  Performance for the Citigroup 1-Month U.S. Treasury Bill Index reflects an inception date of March 31, 2006. The Citigroup 1-Month Treasury Bill Index is a market value-weighted index of public obligations of the U.S. Treasury with maturities of one month. Unlike the Fund, the Citigroup 1-Month T-Bill Index is unmanaged, is not available for investment, and does not incur expenses.

⁸  Class C shares convert to an equal dollar value of Class A shares at the end of the tenth year after purchase.

⁹  The Fund is subject to special risk considerations similar to those associated with the direct ownership of real estate. Real estate valuations may be subject to factors such as changing general and local economic, financial, competitive and environmental conditions.

¹⁰ Obligations of certain government agencies are not backed by the full faith and credit of the U.S. Government. If one of these agencies defaulted on a loan, there is no guarantee that the U.S. Government will provide financial support. Additionally, debt securities of the U.S. Government may be affected by changing interest rates and subject to prepayment risk.

¹¹  The Fund’s index is comprised of 60% MSCI World Index and 40% Citigroup World Government Bond Index. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The MSCI World Index consists of 24 developed country indices. The Citigroup World Government Bond Index is a market capitalization weighted index consisting of the government bond markets. Country eligibility is determined based on market capitalization and investability criteria. All issues have a remaining maturity of at least one year. Unlike the Fund, the Composite Index is unmanaged, is not available for investment, and does not incur fees. All MSCI data is provided ‘as is.’ The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates, or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein. Copying or redistributing the MSCI data is strictly prohibited.

¹² Because the Fund invests in exchange-traded funds (ETFs) which incur their own costs, investing in them could result in a higher cost to the investor. Additionally, the Fund will be indirectly exposed to all the risks of securities held by the ETFs.

¹³ The Russell 3000^® Index is a market-capitalization weighted index that measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market. The returns shown for the Index reflect no deduction for fees, expenses, or taxes. Unlike the Fund, the Russell 3000^® Index is unmanaged, is not available for investment, and does not incur expenses. The Russell 3000^® Index is a trademark of Russell Investments. Russell^® is a trademark of Russell Investments.

¹⁴ The Fund may use derivative instruments for hedging purposes or as part of its investment strategy. There is 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 also 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. The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar security when converted back to U.S. Dollars.

¹⁵ Investments in foreign securities, even though publicly traded in the United States, may involve risks which are in addition to those inherent in domestic investments.

¹⁶ The use of leverage in a Fund’s strategy can magnify relatively small market movements into relatively larger losses for the Fund.

¹⁷ The date reflects the closest available index date to the fund’s inception date.

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

3

Managers AMG FQ Tax-Managed U.S. Equity Fund

Fund Snapshots

April 30, 2011 (unaudited)

Portfolio Breakdown

Industry	FQ Tax-Managed U.S. Equity Fund**			Russell  3000® Index
Information Technology		19.9	%		18.1	%
Financials		15.7	%		15.8	%
Consumer Discretionary		14.2	%		11.4	%
Health Care		11.7	%		11.4	%
Energy		11.0	%		12.2	%
Industrials		9.8	%		11.8	%
Consumer Staples		7.1	%		9.0	%
Materials		6.5	%		4.3	%
Utilities		2.6	%		3.3	%
Telecommunication Services		1.0	%		2.7	%
Other Assets and Liabilities		0.5	%		0.0	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net Assets
International Business Machines Corp.*		3.4	%
Chevron Corp.*		3.2
Apple, Inc.*		2.6
Dillard’s, Inc., Class A*		2.0
JPMorgan Chase & Co.*		2.0
Micron Technology, Inc.*		2.0
DIRECTV, Class A*		2.0
ConocoPhillips Co.		1.7
Berkshire Hathaway, Inc., Class B*		1.7
Liberty Global, Inc., Class A		1.7
Top Ten as a Group		22.3	%

* Top Ten Holding at October 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.

4

Managers AMG FQ Tax-Managed U.S. Equity Fund

Schedule of Portfolio Investments

April 30, 2011 (unaudited)

	Shares			Value
Common Stocks - 99.5%
Consumer Discretionary - 14.2%
Destination Maternity Corp.*		12,000		$	280,440
Dillard’s, Inc., Class A		21,600	2		1,037,232
DIRECTV, Class A*		20,700			1,005,813
Discovery Communications, Inc., Class C*		4,800			189,408
Domino’s Pizza, Inc.*		41,000			761,370
Fisher Communications, Inc.*		1,400			42,350
Ford Motor Co.*		35,400			547,638
Interpublic Group of Companies, Inc.		7,600			89,300
Knology, Inc.*		40,000			610,000
Lear Corp.		4,000			204,560
Libbey, Inc.*		9,400			160,270
Liberty Global, Inc., Class A*		18,400	2		855,600
Rent-A-Center, Inc.		13,600			414,120
Target Corp.		2,000			98,200
Timberland Co.*		1,600			72,304
TRW Automotive Holdings Corp.*		9,800			559,188
Yum! Brands, Inc.		7,000			375,480
Total Consumer Discretionary					7,303,273
Consumer Staples - 7.1%
Coca-Cola Bottling Co. Consolidated		1,400			98,630
Coca-Cola Co., The		1,000			67,460
CVS Caremark Corp.		4,400			159,456
Dr Pepper Snapple Group, Inc.		4,400			172,480
Elizabeth Arden, Inc.*		1,400			42,084
Estee Lauder Co., Class A		1,200			116,400
Hormel Foods Corp.		2,000			58,820
Kroger Co., The		6,200			150,722
Philip Morris International, Inc.		12,200			847,168
Prestige Brands Holdings, Inc.*		8,000			92,400
Procter & Gamble Co., The		4,800			311,520
Ralcorp Holdings, Inc.*		2,600			202,280
Revlon, Inc., Class A*		10,000			172,200
Seneca Foods Corp., Class A*		2,800			78,288
Smithfield Foods, Inc.*		10,800			254,448
Tyson Foods, Inc., Class A		25,600			509,440
Wal-Mart Stores, Inc.		1,200			65,976
Whole Foods Market, Inc.		4,200			263,592
Total Consumer Staples					3,663,364
Energy - 11.0%
Apache Corp.		5,000			666,850
Chevron Corp.		15,000			1,641,600
ConocoPhillips Co.		11,000			868,230

	Shares			Value
Exxon Mobil Corp.		5,600		$	492,800
Hess Corp.		6,600			567,336
Marathon Oil Corp.		9,400			507,976
Occidental Petroleum Corp.		3,600			411,444
Oil States International, Inc.*		3,800			315,438
Seacor Holdings, Inc.		600			59,298
VAALCO Energy, Inc.*		15,200			105,944
Total Energy					5,636,916
Financials - 15.7%
American Financial Group, Inc.		6,400			228,928
American Safety Insurance Holdings, Ltd.*		10,600			215,816
Arch Capital Group, Ltd.*		4,400			457,600
Bank of America Corp.		24,800			304,544
Bank of the Ozarks, Inc.		11,000			489,830
Berkshire Hathaway, Inc.*		1			124,750
Berkshire Hathaway, Inc., Class B*		10,287			856,907
Capital One Financial Corp.		2,000			109,460
Cardtronics, Inc.*		2,800			59,500
Chubb Corp., The		1,600			104,304
Everest Re Group, Ltd.		5,100			464,712
FBL Financial Group, Inc., Class A		6,800			207,400
Financial Institutions, Inc.		1,600			27,200
First Cash Financial Services, Inc.*		5,200			204,048
First Citizens BancShares, Inc., Class A		1,000			200,010
Goldman Sachs Group, Inc.		2,000			302,020
Invesco Mortgage Capital, Inc.		1,600			36,384
JPMorgan Chase & Co.		22,700			1,035,801
KeyCorp		25,800			223,686
Loews Corp.		4,000			177,040
Nara Bancorp, Inc.*		26,000	2		255,580
Nelnet, Inc.		9,200			211,876
PNC Financial Services Group, Inc., The		8,400			523,656
SunTrust Banks, Inc.		15,600			439,764
Travelers Companies, Inc., The		5,600			354,368
World Acceptance Corp.*		6,800			462,060
Total Financials					8,077,244
Health Care - 11.7%
Allergan, Inc.		1,000			79,560
Atrion Corp.		400			69,260
Biogen Idec, Inc.*		6,800			661,980
Express Scripts, Inc.,*		9,000			510,660
Five Star Quality Care, Inc.*		24,400			204,472
HealthSouth Corp.*		7,000			179,410
HealthSpring, Inc.*		4,800			199,152

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

5

Managers AMG FQ Tax-Managed U.S. Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Health Care - 11.7% (continued)
Humana, Inc.*		7,800	$	593,736
Invacare Corp.		13,400		440,860
Johnson & Johnson		4,400		289,168
Kensey Nash Corp.*		9,200		227,516
McKesson Corp.		3,400		282,234
Medicis Pharmaceutical Corp., Class A		6,400		226,944
Par Pharmaceutical Co., Inc.*		11,000		378,840
Pfizer, Inc.		5,200		108,992
PSS World Medical, Inc.*		12,200		350,872
Sirona Dental Systems, Inc.*		5,200		296,764
Sun Healthcare Group, Inc.*		4,266		50,296
Symmetry Medical, Inc.*		4,400		43,780
UnitedHealth Group, Inc.		13,800		679,374
WellCare Health Plans, Inc.*		2,600		113,906
Total Health Care				5,987,776
Industrials - 9.8%
Alamo Group, Inc.		2,000		57,220
Alaska Airgroup, Inc.*		6,600		434,742
AMERCO*		4,400		447,568
CSX Corp.		2,600		204,594
Esterline Technologies Corp.*		1,600		114,880
FedEx Corp.		4,700		449,649
Gencorp, Inc.*		24,800		161,944
Kadant, Inc.*		5,400		166,590
KBR, Inc.		11,800		452,766
Lawson Products, Inc.		2,200		48,466
M&F Worldwide Corp.*		9,400		235,846
Park-Ohio Holdings Corp.*		17,800		379,496
Sauer-Danfoss, Inc.*		6,400		377,664
Timken Co.		8,600		484,954
TriMas Corp.*		21,800		505,978
Union Pacific Corp.		2,400		248,328
United Technologies Corp.		3,000		268,740
Total Industrials				5,039,425
Information Technology - 19.9%
Apple, Inc.*		3,800		1,323,274
Brightpoint, Inc.*		6,000		60,720
Corning, Inc.		2,400		50,256
EMC Corp.*		2,800		79,352
Google, Inc.*		1,400		761,740
Intel Corp.		25,800		598,302
International Business Machines Corp.		10,200		1,739,916
Lam Research Corp.*		8,400		405,804
MasterCard, Inc., Class A		1,600		441,424

	Shares		Value
Micron Technology, Inc.*		90,600	$	1,022,874
Microsoft Corp.		15,200		395,504
MIPS Technologies, Inc.*		34,400		286,208
MKS Instruments, Inc.		4,600		130,548
NCI, Inc., Class A*		14,000		344,540
Newport Corp.*		18,800		352,124
PC Connection, Inc.*		4,000		35,520
Rudolph Technologies, Inc.*		17,200		194,532
Texas Instruments, Inc.		21,000		746,130
TIBCO Software, Inc.*		20,600		617,794
Vishay Intertechnology, Inc.*		34,000		648,720
Total Information Technology				10,235,282
Materials - 6.5%
Buckeye Technologies, Inc.		2,400		67,584
Crown Holdings, Inc.*		7,000		261,800
Domtar Corp.		5,200		483,704
Freeport McMoRan Copper & Gold, Inc.,
Class B		15,200		836,456
Graphic Packaging Holding Co.*		46,700		256,383
KapStone Paper and Packaging Corp.*		12,200		212,036
W.R. Grace & Co.*		18,200		825,552
Walter Industries, Inc.		2,800		387,016
Total Materials				3,330,531
Telecommunication Services - 1.0%
American Tower Corp., Class A*		800		41,848
AT&T, Inc.		8,600		267,632
U.S. Cellular Corp.*		4,600		226,504
Total Telecommunication Services				535,984
Utilities - 2.6%
El Paso Electric Co.*		24,200		749,716
Southwest Gas Corp.		15,400		612,458
Total Utilities				1,362,174
Total Common Stocks (cost $34,677,802)				51,171,969
Short-Term Investments - 3.9%1
BNY Institutional Cash Reserves Fund, Series B*3,4		320,519		256,055
BNY Mellon Overnight Government Fund, 0.05%3		1,610,573		1,610,573
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%		139,525		139,525
Total Short-Term Investments (cost $2,070,617)				2,006,153
Total Investments - 103.4% (cost $36,748,419)				53,178,122
Other Assets, less Liabilities - (3.4)%				(1,767,293	)
Net Assets - 100.0%			$	51,410,829

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

6

Managers AMG FQ U.S. Equity Fund

Fund Snapshots

April 30, 2011 (unaudited)

Portfolio Breakdown

Industry	FQ U.S. Equity Fund**			Russell  3000® Index
Information Technology		18.0	%		18.1	%
Financials		14.4	%		15.8	%
Consumer Discretionary		13.8	%		11.4	%
Energy		12.1	%		12.2	%
Health Care		11.7	%		11.4	%
Industrials		10.4	%		11.8	%
Consumer Staples		7.7	%		9.0	%
Materials		5.1	%		4.3	%
Telecommunication Services		3.2	%		2.7	%
Utilities		2.8	%		3.3	%
Other Assets and Liabilities		0.8	%		0.0	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net  Assets
Exxon Mobil Corp.*		2.6	%
Chevron Corp.*		2.4
International Business Machines Corp.		2.4
Microsoft Corp.*		2.1
Philip Morris International, Inc.*		1.9
ConocoPhillips Co.*		1.9
Intel Corp.*		1.8
AT&T, Inc.*		1.7
UnitedHealth Group, Inc.		1.5
General Electric Co.		1.4
Top Ten as a Group		19.7	%

* Top Ten Holding at October 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.

7

Managers AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments

April 30, 2011 (unaudited)

	Shares			Value
Common Stocks - 99.2%
Consumer Discretionary - 13.8%
Autoliv, Inc.		4,400		$	352,572
Coach, Inc.		5,000			299,050
Coinstar, Inc.*		11,600	2		626,168
Comcast Corp., Class A		13,000			341,120
Destination Maternity Corp.*		6,000			140,220
Dillard’s, Inc., Class A		14,000	2		672,280
DIRECTV, Class A*		13,400			651,106
DISH Network Corp., Class A*		14,200			355,568
Domino’s Pizza, Inc.*		4,800			89,136
Gap, Inc., The		5,800			134,792
Hyatt Hotels Corp., Class A*		7,600			336,756
Interpublic Group of Companies, Inc.		24,200			284,350
Las Vegas Sands Corp.*		4,400			206,844
Libbey, Inc.*		7,800			132,990
Liberty Media Corp., Interactive Group, Class A*		31,000			541,880
Lincoln Educational Services Corp.		21,200			354,040
News Corp., Inc., Class A		26,200			466,884
Papa John’s International, Inc.*		2,600			78,156
Sinclair Broadcast Group, Inc.		5,600			64,344
Stage Stores, Inc.		3,200			61,632
Target Corp.		6,200			304,420
Timberland Co.*		8,000			361,520
Time Warner, Inc.		15,400			583,044
TJX Cos., Inc., The		6,200			332,444
TRW Automotive Holdings Corp.*		3,400			194,004
Yum! Brands, Inc.		1,600			85,824
Total Consumer Discretionary					8,051,144
Consumer Staples - 7.7%
Central Garden & Pet Co., Class A*		17,800			178,356
Church & Dwight Co., Inc.		3,200			263,936
Coca-Cola Co., The		6,800			458,728
Dr Pepper Snapple Group, Inc.		16,600			650,720
Herbalife, Ltd.		1,400			125,692
Hormel Foods Corp.		9,200			270,572
Kimberly-Clark Corp.		2,200			145,332
Philip Morris International, Inc.		16,400			1,138,816
Prestige Brands Holdings, Inc.*		2,600			30,030
Procter & Gamble Co., The		2,800			181,720
Revlon, Inc., Class A*		4,400			75,768
Smithfield Foods, Inc.*		2,800			65,968
Tyson Foods, Inc., Class A		33,200			660,680

	Shares		Value
USANA Health Sciences, Inc.*		1,800	$	67,140
Walgreen Co.		5,200		222,144
Total Consumer Staples				4,535,602
Energy - 12.1%
Chevron Corp.		12,800		1,400,832
ConocoPhillips Co.		13,800		1,089,234
Dresser-Rand Group, Inc.*		4,400		231,176
Exxon Mobil Corp.		17,200		1,513,600
Helmerich & Payne, Inc.		7,600		504,184
Marathon Oil Corp.		12,600		680,904
National Oilwell Varco, Inc.		1,800		138,042
Occidental Petroleum Corp.		6,800		777,172
OYO Geospace Corp.*		1,000		93,280
Seacor Holdings, Inc.		1,600		158,128
VAALCO Energy, Inc.*		9,600		66,912
Valero Energy Corp.		16,000		452,800
Total Energy				7,106,264
Financials - 14.4%
Advance America, Cash Advance Centers, Inc.		15,600		91,728
Aflac, Inc.		7,400		415,806
American Express Co.		11,600		569,328
American Financial Group, Inc.		10,400		372,008
Axis Capital Holdings, Ltd.		5,000		176,800
Bank of the Ozarks, Inc.		2,400		106,872
Berkshire Hathaway, Inc., Class B*		6,600		549,780
Calamos Asset Management, Inc., Class A		4,200		68,334
Capital One Financial Corp.		2,000		109,460
Cardtronics, Inc.*		20,200		429,250
Chubb Corp., The		6,400		417,216
CME Group, Inc.		400		118,308
Community Bank System, Inc.		1,800		45,036
Dynex Capital, Inc.		27,400		270,712
Equity Lifestyle Properties, Inc.		1,600		95,712
FBL Financial Group, Inc., Class A		1,800		54,900
First Financial Bancorp		2,000		32,960
Franklin Resources, Inc.		4,000		516,480
Getty Realty Corp.		2,400		60,984
Hospitality Properties Trust		7,600		183,540
JPMorgan Chase & Co.		3,200		146,016
KeyCorp		67,800		587,826
M&T Bank Corp.		1,000		88,370
Nara Bancorp, Inc.*		6,200		60,946
NASDAQ OMX Group, Inc., The*		13,000		352,300

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

8

Managers AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Financials - 14.4% (continued)
Newcastle Investment Corp.*		28,400	$	179,204
ProAssurance Corp.*		1,000		66,400
Rayonier, Inc.		10,800		716,688
Reinsurance Group of America, Inc.		800		50,640
Republic Bancorp, Inc., Class A		5,200		113,256
Rockville Financial, Inc.		3,800		37,734
SunTrust Banks, Inc.		20,000		563,800
Travelers Companies, Inc., The		5,800		367,024
Two Harbors Investment Corp.		26,400		276,144
World Acceptance Corp.*		1,800		122,310
Total Financials				8,413,872
Health Care - 11.7%
America Service Group, Inc.		4,000		103,200
AMERIGROUP Corp.*		9,200		628,360
ArthroCare Corp.*		5,000		176,650
Biogen Idec, Inc.*		7,800		759,330
Bristol-Myers Squibb Co.		27,000		758,700
Cantel Medical Corp.		3,800		98,534
Chemed Corp.		2,200		153,186
CIGNA Corp.		7,800		365,274
Cyberonics, Inc.*		10,000		355,700
Eli Lilly and Co.		15,400		569,954
HealthSouth Corp.*		3,800		97,394
Johnson & Johnson		1,400		92,008
Kensey Nash Corp.*		1,400		34,622
Magellan Health Services, Inc.*		2,600		135,252
McKesson Corp.		1,000		83,010
Medicines Co., The*		3,600		56,520
Medicis Pharmaceutical Corp., Class A		5,200		184,392
Orthofix International NV*		3,200		109,024
Providence Service Corp.*		4,600		67,804
Sirona Dental Systems, Inc.*		9,400		536,458
Symmetry Medical, Inc.*		10,800		107,460
UnitedHealth Group, Inc.		18,200		895,986
ViroPharma, Inc.*		25,200		486,108
Total Health Care				6,854,926
Industrials - 10.4%
Alaska Airgroup, Inc.*		9,400		619,178
AMERCO*		6,000		610,320
American Science & Engineering, Inc.		400		35,240
Clean Harbors, Inc.*		1,000		98,500
CSX Corp.		3,600		283,284

	Shares			Value
Dover Corp.		9,000		$	612,360
Gencorp, Inc.*		27,800			181,534
General Dynamics Corp.		2,600			189,332
General Electric Co.		40,600			830,270
Great Lakes Dredge & Dock Corp.		25,200			187,740
HEICO Corp.		4,200	2		202,272
Kelly Services, Inc.*		1,800			34,398
M&F Worldwide Corp.*		8,400			210,756
NACCO Industries, Inc., Class A		1,600			168,368
Northrop Grumman Corp.		2,000			127,220
Sauer-Danfoss, Inc.*		12,200			719,922
SkyWest, Inc.		2,800			46,284
Thomas & Betts Corp.*		4,000			231,880
TriMas Corp.*		14,800			343,508
Union Pacific Corp.		2,000			206,940
US Airways Group, Inc.*		16,200	2		147,258
Total Industrials					6,086,564
Information Technology - 18.0%
Apple, Inc.*		2,200			766,106
Corning, Inc.		17,600			368,544
DST Systems, Inc.		1,600			78,896
EMC Corp.*		26,800			759,512
Entegris, Inc.*		22,400			193,312
Global Payments, Inc.		4,000			212,960
Google, Inc.*		1,000			544,100
Intel Corp.		45,000			1,043,550
International Business Machines Corp.		8,200			1,398,756
Lam Research Corp.*		10,800			521,748
Littelfuse, Inc.		7,200			447,912
Marvell Technology Group, Ltd.*		10,400			160,472
MasterCard, Inc., Class A		1,800			496,602
Micrel, Inc.		9,200			117,852
Microsoft Corp.		47,000			1,222,940
MIPS Technologies, Inc.*		15,000			124,800
MKS Instruments, Inc.		4,200			119,196
Monotype Imaging Holdings, Inc.*		8,600			116,960
Newport Corp.*		5,200			97,396
Photronics, Inc.*		19,600			171,108
Power-One, Inc.*		29,800			246,148
Texas Instruments, Inc.		5,400			191,862
ValueClick, Inc.*		9,400			157,450
Visa, Inc., Class A		6,000			468,720
Vishay Intertechnology, Inc.*		25,800			492,264
Total Information Technology					10,519,166

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

9

Managers AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Materials - 5.1%
Buckeye Technologies, Inc.		11,000	$	309,760
Cabot Corp.		1,800		80,730
Domtar Corp.		7,000		651,140
Freeport McMoRan Copper & Gold, Inc., Class B		13,600		748,408
Georgia Gulf Corp.*		11,200		441,056
Innophos Holdings, Inc.		2,800		129,752
KapStone Paper and Packaging Corp.*		2,600		45,188
Stepan Co.		1,600		115,152
Westlake Chemical Corp.		6,200		407,030
Weyerhaeuser Co.		2,400		55,224
Total Materials				2,983,440
Telecommunication Services - 3.2%
AT&T, Inc.		31,800		989,616
Telephone & Data Systems, Inc.		4,400		147,664
Verizon Communications, Inc.		20,200		763,156
Total Telecommunication Services				1,900,436

	Shares		Value
Utilities - 2.8%
Alliant Energy Corp.		10,200	$	403,308
Cleco Corp		4,200		147,420
Entergy Corp.		2,200		153,384
Southwest Gas Corp.		14,400		572,688
UGI Corp.		3,400		113,220
UniSource Energy Corp.		6,600		245,058
Total Utilities				1,635,078
Total Common Stocks (cost $49,128,850)				58,086,492
Short-Term Investments - 2.7%1
BNY Institutional Cash Reserves Fund, Series B*3,4		201,100		160,654
BNY Mellon Overnight Government Fund, 0.05%3		1,342,873		1,342,873
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%		72,081		72,081
Total Short-Term Investments (cost $1,616,054)				1,575,608
Total Investments - 101.9% (cost $50,744,904)				59,662,100
Other Assets, less Liabilities - (1.9)%				(1,120,458	)
Net Assets - 100.0%			$	58,541,642

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

10

Managers AMG Funds

Notes to Schedules of Portfolio Investments (unaudited)

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

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

Fund	Cost		Appreciation		Depreciation			Net
Tax-Managed U.S. Equity	$	36,748,419	$	16,560,075	($	130,372	)	$	16,429,703
U.S. Equity		51,450,257		9,315,599		(1,103,756	)		8,211,843

* Non-income-producing security.

¹  Yield shown for each investment company below represents the April 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 shares were out on loan to various brokers as of April 30, 2011, amounting to:

Fund	Market Value		% of Net Assets
Tax-Managed U.S. Equity	$	1,889,014		3.7	%
U.S. Equity		1,561,097		2.7

³  Collateral received from brokers for securities lending was invested in these short-term investments.

⁴  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 4 in the Notes to Financial Statements.)

The following table summarizes the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of April 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
Tax-Managed
Investments in Securities
Common Stocks†	$	51,171,969		—		—	$	51,171,969
Short-Term Investments		1,750,098	$	256,055		—		2,006,153
Total Investments in Securities	$	52,922,067	$	256,055		—	$	53,178,122
	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
U.S. Equity
Investments in Securities
Common Stocks†	$	58,086,492		—		—	$	58,086,492
Short-Term Investments		1,414,954	$	160,654		—		1,575,608
Total Investments in Securities	$	59,501,446	$	160,654		—	$	59,662,100
Derivatives††
Equity Contracts	$	13,639		—		—	$	13,639

† All common stocks held in the Funds 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.

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

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

11

Managers AMG Funds

Notes to Schedules of Portfolio Investments (continued)

All futures contracts are exchange traded unless otherwise noted. The open futures contracts as of April 30, 2011, were as follows: (See Note 9 in the Notes to Financial Statements.)

U.S. Equity

Type	Number of Contracts	Position	Expiration Date	Unrealized Gain
S&P 500 E-Mini Index	5	Long	06/17/11	$	13,639

The following schedule shows the fair values of derivative instruments at April 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
U.S. Equity	Equity contracts	Receivable for variation margin on futures	$	1,200	Payable for variation margin on futures		—

As of April 30, 2011, the effect of derivative instruments on the Statement of Operations for U.S Equity and the amount of realized gain/(loss) on derivatives recognized in income was as follows:

Fund	Derivatives not accounted for as hedging instruments	Futures		Forward Currency Contracts		Total
U.S. Equity	Equity contracts	$	53,456		—	$	53,456

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

Fund	Derivatives not accounted for as hedging instruments	Futures			Forward Currency Contracts		Total
U.S. Equity	Equity contracts	($	6,083	)		—	($	6,083	)

12

Managers AMG Funds

Statements of Assets and Liabilities

April 30, 2011 (unaudited)

	FQ Tax-Managed U.S. Equity			FQ U.S. Equity
Assets:
Investments at value (including securities on loan valued at $1,889,014 and $1,561,097, respectively)*	$	53,178,122		$	59,662,100
Cash collateral for futures		—			77,000
Receivable for investments sold		732,831			509,250
Receivable for Fund shares sold		31,064			44,273
Dividends and other receivables		25,951			50,727
Receivable from affiliate		3,877			3,064
Receivable for variation margin on futures contracts		—			1,200
Prepaid expenses		22,301			22,615
Total assets		53,994,146			60,370,229
Liabilities:
Payable upon return of securities loaned		1,931,092			1,543,973
Payable for Fund shares repurchased		103,164			91,566
Payable for investments purchased		469,281			119,908
Accrued expenses:
Investment management and advisory fees		35,031			16,423
Administrative fees		—			11,731
Distribution fees Class A		810			4,182
Distribution fees Class C		2,843			524
Professional fees		17,747			18,907
Custodian fees		7,570			5,459
Other		15,779			15,914
Total liabilities		2,583,317			1,828,587
Net Assets	$	51,410,829		$	58,541,642
Net Assets Represent:
Paid-in capital	$	67,112,272		$	67,199,510
Undistributed net investment income		18,417			124,077
Accumulated net realized loss from investments and futures contracts		(32,149,563	)		(17,712,780	)
Net unrealized appreciation of investments and futures contracts		16,429,703			8,930,835
Net Assets	$	51,410,829		$	58,541,642
Class A Shares - Net Assets	$	3,932,495		$	20,965,526
Shares outstanding		265,098			1,735,301
Net asset value, offering and redemption price per share	$	14.83		$	12.08
Offering price per share based on a maximum sales charge of 5.75% (Net asset value per share/(100% - maximum sales charge))	$	15.74		$	12.82
Class C Shares - Net Assets	$	3,458,492		$	657,936
Shares outstanding		238,872			54,751
Net asset value, offering and redemption price per share	$	14.48		$	12.02
Institutional Class Shares - Net Assets	$	44,019,842		$	36,918,180
Shares outstanding		2,983,014			3,038,680
Net asset value, offering and redemption price per share	$	14.76		$	12.15
* Investments at cost	$	36,748,419		$	50,744,904

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

13

Managers AMG FQ Global Alternatives Fund

Statement of Net Assets

April 30, 2011 (unaudited)

	Principal Amount		Value
Assets:
Investments in Securities - 99.9%
U.S. Government Obligations - 7.2%1,2
U.S. Treasury Bills, 0.010%, 06/16/11	$	28,625,000	$	28,624,571
U.S. Treasury Bills, 0.019%, 06/23/11		2,000,000		1,999,928
U.S. Treasury Bills, 0.048%, 08/18/11		1,000,000		999,829
U.S. Treasury Bills, 0.084%, 09/22/11		18,480,000		18,473,975
Total U.S. Government Obligations (cost $50,087,103)				50,098,303
	Shares
Exchange Traded Fund - 18.8%
S&P 500 SPDR Trust Series I (cost $99,089,379)		965,038		131,766,288
Short-Term Investments - 73.9%4
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%5		317,311,053		317,311,053
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.11%		200,382,279		200,382,279
Total Short-Term Investments (cost $517,693,332)				517,693,332
Total Investments in Securities (cost $666,869,814)				699,557,923
Cash				8,628
Foreign currency holdings				5,865
Unrealized appreciation on forward foreign currency contracts				73,136,685
Receivable for Fund shares sold				5,468,210
Receivable for variation margin on futures contracts				21,333,886
Receivable from affiliate				352,441
Interest and other receivables				46,893
Prepaid expenses				98,119
Total assets				800,008,650
Liabilities:
Payable for Fund shares repurchased				4,727,902
Unrealized depreciation on forward foreign currency contracts				84,897,525
Payable for variation margin on futures contracts				8,681,563
Accrued expenses:
Investment management and advisory fees				956,541
Administrative fees				142,121
Distribution fees Class A				114,641
Distribution fees Class C				35,108
Transfer agent fees				160,148
Professional fees				41,454
Custodian fees				22,240
Other				59,247
Total liabilities				99,838,490
Net Assets			$	700,170,160

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

14

Managers AMG FQ Global Alternatives Fund

Statement of Net Assets (continued)

	Value
Net Assets Represent:
Paid-in capital	$	700,085,439
Undistributed net investment income		6,546,774
Accumulated net realized loss from investments, futures and foreign currency transactions		(31,705,156	)
Net unrealized appreciation of investments, futures and foreign currency translations		25,243,103
Net Assets	$	700,170,160
Class A Shares - Net Assets	$	564,300,446
Shares outstanding		55,918,925
Net asset value and redemption price per share	$	10.09
Offering price per share based on a maximum sales charge of 5.75% (Net asset value per share/(100% - maximum sales charge))	$	10.71
Class C Shares - Net Assets	$	42,394,678
Shares outstanding		4,320,828
Net asset value and redemption price per share	$	9.81
Service Shares - Net Assets	$	41,231,790
Shares outstanding		4,066,436
Net asset value and redemption price per share	$	10.14
Institutional Shares - Net Assets	$	52,243,246
Shares outstanding		5,146,956
Net asset value and redemption price per share	$	10.15

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

15

Managers AMG FQ Global Essentials Fund

Statement of Net Assets

April 30, 2011 (unaudited)

	Principal Amount		Value
Assets:
Investments in Securities - 109.4%
U.S. Government Obligations - 9.4%
U.S. Treasury Bills, 0.010%, 06/16/111,2 (cost $8,998,649)	$	9,000,000	$	8,999,982
Exchange Traded Funds - 46.9%	Shares
iShares Barclays TIPS Bond		167,859		18,659,206
iShares IBOXX High Yield Corporate Bond3		75,615		7,020,853
Jefferies TR/J CRB Global Commodity Equity Index3		71,756		3,856,167
Market Vectors, Gold Miners3		59,384		3,691,309
Market Vectors, Hard Assets Producers3		90,628		3,912,411
SPDR DB International Government Inflation-Protected Bond 3		63,428		4,025,141
Vanguard REIT		59,431		3,674,619
Total Exchange Traded Funds (cost $41,425,462)				44,839,706
Short-Term Investments - 53.1%4
BNY Institutional Cash Reserves Fund, Series B*6, 7		103,687		82,833
BNY Mellon Overnight Government Fund, 0.05%6		9,982,342		9,982,342
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%		15,660,339		15,660,339
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.11%		25,056,530		25,056,530
Total Short-Term Investments (cost $50,802,897)				50,782,044
Total Investments (cost $101,227,008)				104,621,732
Cash				320
Receivable for investments sold				390,835
Receivable for Fund shares sold				593,300
Receivable from affiliate				2,130
Interest and other receivables				22,721
Receivable for variation margin on futures contracts				251,765
Prepaid expenses				35,428
Total assets				105,918,231
Liabilities:
Payable upon return of securities loaned				10,086,029
Payable for Fund shares repurchased				30,779
Payable for variation margin on futures contracts				43,582
Accrued expenses:
Investment management and advisory fees				44,507
Administrative fees				19,060
Distribution fees Investor Class				1,184
Professional fees				17,677
Custodian fees				6,249
Transfer agent fees				1,753
Other				22,056
Total liabilities				10,272,876
Net Assets			$	95,645,355

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

16

Managers AMG FQ Global Essentials Fund

Statement of Net Assets (continued)

	Value
Net Assets Represent:
Paid-in capital	$	152,797,547
Undistributed net investment income		144,538
Accumulated net realized loss from investments, futures and foreign currency transactions		(63,729,315	)
Net unrealized appreciation of investments, futures and foreign currency translations		6,432,585
Net Assets	$	95,645,355
Investor Shares - Net Assets	$	6,335,763
Shares outstanding		497,650
Net asset value and redemption price per share	$	12.73
Service Shares - Net Assets	$	242,126
Shares outstanding		18,957
Net asset value and redemption price per share	$	12.77
Institutional Shares - Net Assets	$	89,067,465
Shares outstanding		6,967,298
Net asset value and redemption price per share	$	12.78

Managers AMG Funds

Statement of Net Assets

April 30, 2011 (unaudited)

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

Fund	Cost		Appreciation		Depreciation		Net
Global Alternatives	$	666,869,814	$	32,688,109		—	$	32,688,109
Global Essentials		101,398,722		3,223,010		—		3,223,010

* Non-income-producing securities.

¹  Securities held as collateral for futures contracts for Global Alternatives and Global Essentials, amounted to a market value of $50,098,303, or 7.2% of net assets and $8,999,982, or 9.4%, respectively.

²  Yield shown represents yield to maturity at April 30, 2011.

³  Some or all of these shares for Global Essentials, amounting to a market value of $9,955,657, or 10.4% of net assets, were out on loan to various brokers.

⁴  Yield shown for each investment company listed below represents April 30, 2011, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

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

17

Managers AMG Funds

Notes to Statement of Net Assets (continued)

⁵  A portion of this investment is held in a segregated account as collateral for forward currency contracts for Global Alternatives, amounting to a market value of $21,000,000, or 3.0% of net assets.

⁶  Collateral received from brokers for securities lending was invested in these short-term investments.

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 4 in the Notes to Financial Statements.)

The open forward foreign currency exchange contracts (in U.S. Dollars) at April 30, 2011, were as follows:

(See Note 8 in the Notes to Financial Statements.)

Global Alternatives - Foreign Currency
Type	Position		Settlement Date		Counterparty		Receivable Amount		Payable Amount		Unrealized Gain/(Loss)
Australian Dollar		Short		06/15/11		GS	$	201,135,826	$	218,126,681	($	16,990,855	)
Australian Dollar		Short		06/15/11		MS		224,414,770		244,107,215		(19,692,445	)
Canadian Dollar		Short		06/15/11		GS		77,827,331		79,957,313		(2,129,982	)
Canadian Dollar		Short		06/15/11		MS		48,965,719		50,286,467		(1,320,748	)
Euro		Short		06/15/11		GS		77,310,722		81,276,586		(3,965,864	)
Euro		Short		06/15/11		MS		115,723,534		121,235,797		(5,512,263	)
Japanese Yen		Short		06/15/11		GS		156,810,915		159,584,541		(2,773,626	)
Japanese Yen		Short		06/15/11		MS		99,146,638		100,281,775		(1,135,137	)
New Zealand Dollar		Short		06/15/11		GS		45,663,367		49,212,971		(3,549,604	)
New Zealand Dollar		Short		06/15/11		MS		54,653,504		59,703,877		(5,050,373	)
Pound Sterling		Short		06/15/11		GS		18,941,887		19,487,761		(545,874	)
Pound Sterling		Short		06/15/11		MS		15,080,935		15,491,272		(410,337	)
Swedish Krona		Short		06/15/11		GS		131,121,393		137,481,312		(6,359,919	)
Swedish Krona		Short		06/15/11		MS		33,007,039		34,958,351		(1,951,312	)
Swiss Franc		Short		06/15/11		GS		163,673,870		170,959,222		(7,285,352	)
Swiss Franc		Short		06/15/11		MS		92,250,809		97,876,494		(5,625,685	)
Australian Dollar		Long		06/15/11		GS		34,175,767		32,198,819		1,976,948
Australian Dollar		Long		06/15/11		MS		37,425,205		34,594,968		2,830,237
Canadian Dollar		Long		06/15/11		GS		57,972,948		56,194,453		1,778,495
Canadian Dollar		Long		06/15/11		MS		33,584,276		32,316,170		1,268,106
Euro		Long		06/15/11		GS		135,313,853		128,262,819		7,051,034
Euro		Long		06/15/11		MS		81,442,538		78,766,467		2,676,071
Japanese Yen		Long		06/15/11		GS		89,897,498		88,755,178		1,142,320
Japanese Yen		Long		06/15/11		MS		67,837,340		67,174,871		662,469
New Zealand Dollar		Long		06/15/11		GS		156,795,932		148,053,979		8,741,953
New Zealand Dollar		Long		06/15/11		MS		143,559,764		139,542,136		4,017,628
Pound Sterling		Long		06/15/11		GS		221,112,227		214,510,549		6,601,678
Pound Sterling		Long		06/15/11		MS		204,097,595		198,510,884		5,586,711
Swedish Krona		Long		06/15/11		GS		207,904,240		198,224,187		9,680,053
Swedish Krona		Long		06/15/11		MS		185,396,798		175,886,610		9,510,188
Swiss Franc		Long		06/15/11		GS		130,778,610		123,485,245		7,293,365
Swiss Franc		Long		06/15/11		MS		34,631,081		32,909,801		1,721,280
Totals							$	3,377,653,931	$	3,389,414,771	($	11,760,840	)

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

18

Managers AMG Funds

Notes to Statement of Net Assets (continued)

All futures contracts are exchange traded unless otherwise noted. The counterparty for all OTC contracts is Morgan Stanley. (See Note 9 in the Notes to Financial Statements.) The Funds had the following open futures contracts as of April 30, 2011:

Global Alternatives - Futures

Type

Currency

Number of Contracts

Position

Type

Expiration Date

Unrealized  Gain/ (Loss)

Australian 10-Year Bond

AUD

4,898

Short

Exchange

06/15/11

($

1,523,021

)

Australian SPI 200

AUD

373

Short

Exchange

06/16/11

(1,598,566

)

Canadian 10-Year Bond

CAD

1,636

Short

OTC

06/21/11

(1,494,506

)

S&P/ TSE 60 Index

CAD

115

Short

Exchange

06/16/11

(44,913

)

Amsterdam Index

EUR

7

Long

Exchange

05/20/11

(2,646

)

DAX Index

EUR

94

Short

Exchange

06/17/11

2,041,486

Euro-Bund 10-Year

EUR

3,421

Long

OTC

06/08/11

7,042,221

FTSE/MIB Index

EUR

203

Long

Exchange

06/17/11

1,822,589

IBEX 35 Index

EUR

123

Short

Exchange

05/20/11

60,607

FTSE 100 Index

GBP

234

Long

Exchange

06/17/11

890,683

U.K. 10-Year Gilt

GBP

1,584

Short

Exchange

06/28/11

(5,879,254

)

U.K. 10-Year Gilt

GBP

1,358

Short

OTC

06/28/11

(5,806,427

)

Hang Seng Index

HKD

138

Short

Exchange

05/30/11

245,866

Japanese 10-Year Bond

JPY

207

Long

Exchange

06/08/11

28,113

TOPIX Index

JPY

293

Long

Exchange

06/09/11

(343,672

)

S&P 500 E-Mini Index

USD

1,653

Short

Exchange

06/17/11

(4,059,945

)

U.S. Treasury 10-Year Note

USD

5,144

Long

OTC

06/21/11

12,949,126

Total

$

4,327,741

Global Essentials - Futures
Type	Currency		Number of Contracts		Position		Expiration Date		Unrealized  Gain/ (Loss)
Australian 10-Year Bond		AUD		142		Long		06/15/11	$	34,182
Australian SPI 200		AUD		20		Long		06/16/11		87,429
Canadian Dollar 10-Year Bond		CAD		122		Long		06/21/11		385,711
S&P/ TSE 60 Index		CAD		14		Long		06/16/11		38,097
Amsterdam Index		EUR		13		Long		05/20/11		(4,915	)
CAC40 10 Index		EUR		21		Long		05/20/11		40,278
DAX Index		EUR		4		Long		06/17/11		99,771
Euro-Bund 10-Year		EUR		88		Long		06/08/11		142,916
FTSE/MIB Index		EUR		8		Long		06/17/11		74,357
IBEX 35 Index		EUR		8		Long		05/20/11		5,292
FTSE 100 Index		GBP		18		Long		06/17/11		80,017
U.K. 10-Year Gilt		GBP		80		Long		06/28/11		437,431
Hang Seng Index		HKD		9		Long		05/30/11		(16,097	)
Japanese Yen 10-Year Bond		JPY		89		Long		06/08/11		121,191
TOPIX Index		JPY		12		Long		06/09/11		(122,304	)
E-Mini MSCI Index		USD		129		Long		06/17/11		615,735
Russell 2000 Index		USD		90		Long		06/17/11		606,508
S&P 500 E-Mini Index		USD		36		Long		06/17/11		99,834
U.S. Dollar Long Bond		USD		127		Long		06/21/11		322,199
Total									$	3,047,632

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

19

Managers AMG Funds

Notes to Statement of Net Assets (continued)

The following table summarizes the inputs used to value each Fund’s net assets by the fair value hierarchy levels as of April 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
Global Alternatives
Investments in Securities
US Government Obligations		—		$	50,098,303			—	$	50,098,303
Exchange Traded Fund	$	131,766,288			—			—		131,766,288
Short-Term Investments		517,693,332			—			—		517,693,332
Total Investments in Securities	$	649,459,620		$	50,098,303			—	$	699,557,923
Derivatives †
Foreign Exchange Contracts		—		($	11,760,840	)		—	($	11,760,840	)
Equity Contracts	($	988,511	)		—			—		(988,511	)
Interest Rate Contracts		(7,374,162	)		12,690,414			—		5,316,252
Total Derivatives	($	8,362,673	)	$	929,574			—	($	7,433,099	)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable  Inputs Level 2		Significant Unobservable  Inputs Level 3		Total
Global Essentials
Investments in Securities
US Government Obligations		—	$	8,999,982		—	$	8,999,982
Exchange Traded Funds	$	44,839,706		—		—		44,839,706
Short-Term Investments		50,699,211		82,833		—		50,782,044
Total Investments in Securities	$	95,538,917	$	9,082,815		—	$	104,621,732
Derivatives †
Equity Contracts	$	1,604,002		—		—	$	1,604,002
Interest Rate Contracts		1,443,630		—		—		1,443,630
Total Derivatives	$	3,047,632		—		—	$	3,047,632

^†  Derivative instruments, such as futures, forwards and swap contracts, are valued at the unrealized appreciation/depreciation of the instrument. All OTC futures are valued as Level 2 securities.

As of April 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 at April 30, 2011:

(See Notes 8 and 9 in the Notes to Financial Statements.)

		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
Global Alternatives	Equity contracts	Receivable for variation margin on futures*	$	895,166	Payable for variation margin on futures*	$	496,387
	Interest rate contracts	Receivable for variation margin on futures*		20,438,720	Payable for variation margin on futures*		8,185,176
	Foreign exchange contracts	Unrealized appreciation of foreign currency contracts		73,136,685	Unrealized depreciation of foreign currency contracts		84,897,525
Totals			$	94,470,571		$	93,579,088

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

20

Managers AMG Funds

Notes to Statement of Net Assets (continued)

		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
Global Essentials	Equity contracts	Receivable for variation marginon futures	$	144,852	Payable for variation margin on futures	$	43,582
	Interest rate contracts	Receivable for variation margin on futures		106,913	Payable for variation margin on futures		—
Totals			$	251,765		$	43,582

* Includes only the current day’s variation margin for fixed futures. For non-fixed futures, the variation margin includes the unrealized appreciation/depreciation of the future. Prior variation margin movements have been reflected in cash on the Statement of Assets and Liabilities upon receipt or payment.

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

Fund	Derivatives not accounted for as hedging instruments	Futures			Forward  Currency Contracts			Total
Global Alternatives	Equity contracts	($	5,031,623	)		—		($	5,031,623	)
	Interest rate contracts		(6,888,636	)		—			(6,888,636	)
	Foreign exchange contracts		—		($	15,166,743	)		(15,166,743	)
Totals		($	11,920,259	)	($	15,166,743	)	($	27,087,002	)
Fund	Derivatives not accounted for as hedging instruments	Futures			Forward Currency Contracts			Total
Global Essentials	Equity contracts	$	3,242,889			—		$	3,242,889
	Interest rate contracts		(3,505,367	)		—			(3,505,367	)
Totals		($	262,478	)		—		($	262,478	)
The change in unrealized gain/(loss) on derivatives recognized in income was as follows:
Fund	Derivatives not accounted for as hedging instruments	Futures			Forward Currency Contracts			Total
Global Alternatives	Equity contracts	$	1,465,181			—		$	1,465,181
	Interest rate contracts		(1,655,646	)		—			(1,655,646	)
	Foreign exchange contracts		—		($	639,999	)		(639,999	)
Totals		($	190,465	)	($	639,999	)	($	830,464	)
Fund	Derivatives not accounted for as hedging instruments	Futures			Forward Currency Contracts			Total
Global Essentials	Equity contracts	$	356,376			—		$	356,376
	Interest rate contracts		1,608,842			—			1,608,842
Totals		$	1,965,217			—		$	1,965,217

Currency and Counterparty Abbreviations:

MS:	Morgan Stanley	GS:     Goldman Sachs Group, Inc.
AUD:	Australian Dollar
CAD:	Canadian Dollar
EUR:	Euro
GBP:	British Pound
HKD:	Hong Kong Dollar
JPY:	Japanese Yen
USD:	U.S. Dollar
OTC:	Over-the-counter

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

21

Managers AMG Funds

Statements of Operations

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

	FQ Tax-Managed U.S. Equity			FQ U.S. Equity			FQ Global Alternatives			FQ Global Essentials
Investment Income:
Dividend income	$	286,761		$	481,658		$	1,594,438		$	601,954
Interest income		—			—			5,788			902
Securities lending fees		1,143			3,904			—			24,532
Total investment income		287,904			485,562			1,600,226			627,388
Expenses:
Investment management and advisory fees		207,702			94,905			5,455,908			287,332
Administrative fees		—			67,789			802,339			119,722
Distribution fees Class A		4,992			24,476			665,585			—
Distribution fees Class C		16,796			3,394			221,099			—
Distribution fees Investor Class		—			—			—			8,727
Registration fees		16,776			23,653			47,812			20,513
Transfer agent		14,986			18,095			778,747			23,902
Professional fees		14,147			13,331			60,579			22,622
Custodian		8,815			9,620			41,363			8,581
Reports to shareholders		5,302			4,834			54,900			3,624
Trustees fees and expenses		1,280			1,653			18,658			2,982
Interest expense on futures		—			—			12,511			—
Miscellaneous		2,091			2,333			13,468			3,002
Total expenses before offsets		292,887			264,083			8,172,969			501,007
Fee waivers		—			—			(59,601	)		(7,453	)
Expense reimbursements		(29,132	)		(21,831	)		(1,955,128	)		(9,138	)
Expense reductions		(15	)		(17	)		(202	)		(30	)
Net expenses		263,740			242,235			6,158,038			484,386
Net investment income (loss)		24,164			243,327			(4,557,812	)		143,002
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		430,874			4,257,669			3,695,807			1,642,229
Net realized gain (loss) on futures contracts		—			53,456			(11,920,259	)		(262,478	)
Net realized gain (loss) on foreign currency transactions		—			—			(11,524,428	)		12,917
Net change in unrealized appreciation of investments		8,136,544			4,752,359			14,451,719			890,737
Net change in unrealized appreciation (depreciation) of futures contracts		—			(6,083	)		(190,465	)		1,965,217
Net change in unrealized depreciation of foreign currency translations		—			—			(710,567	)		(14,300	)
Net realized and unrealized gain (loss)		8,567,418			9,057,401			(6,198,193	)		4,234,322
Net Increase (Decrease) in Net Assets Resulting from Operations	$	8,591,582		$	9,300,728		($	10,756,005	)	$	4,377,324

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

22

Managers AMG Funds

Statements of Changes in Net Assets

For the six months ended April 30, 2011 (unaudited) and for the fiscal year ended October 31, 2010

	FQ Tax-Managed U.S. Equity						FQ U.S. Equity
	2011			2010			2011			2010
Increase (Decrease) in Net Assets
From Operations:
Net investment income	$	24,164		$	171,175		$	243,327		$	572,810
Net realized gain on investments, futures, foreign currency contracts and transactions		430,874			7,494,843			4,311,125			3,836,607
Net change in unrealized appreciation of investments, futures, foreign currency contracts and translations		8,136,544			3,296,687			4,746,276			3,577,809
Net increase in net assets resulting from operations		8,591,582			10,962,705			9,300,728			7,987,226
Distributions to Shareholders:
From net investment income		(175,189	)		(125,566	)		(512,079	)		(698,054	)
From Capital Share Transactions:
Proceeds from the sale of shares		1,836,697			1,660,764			2,835,053			2,704,195
Reinvestment of dividends and distributions		165,795			119,516			505,528			689,807
Cost of shares repurchased		(5,639,292	)		(17,040,665	)		(5,394,024	)		(9,479,336	)
Net decrease from capital share transactions		(3,636,800	)		(15,260,385	)		(2,053,443	)		(6,085,334	)
Total increase (decrease) in net assets		4,779,593			(4,423,246	)		6,735,206			1,203,838
Net Assets:
Beginning of period		46,631,236			51,054,482			51,806,436			50,602,598
End of period	$	51,410,829		$	46,631,236		$	58,541,642		$	51,806,436
End of period undistributed net investment income	$	18,417		$	169,442		$	124,077		$	392,829
Share Transactions:
Sale of shares		134,675			149,431			253,020			278,383
Reinvested shares		12,399			10,915			46,374			71,238
Shares repurchased		(414,453	)		(1,522,307	)		(487,235	)		(977,820	)
Net decrease in shares		(267,379	)		(1,361,961	)		(187,841	)		(628,199	)

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

23

Managers AMG Funds

Statements of Changes in Net Assets

For the six months ended April 30, 2011 (unaudited) and for the fiscal year ended October 31, 2010

	FQ Global Alternatives						FQ Global Essentials
	2011			2010			2011			2010
Increase (Decrease) in Net Assets
From Operations:
Net investment income (loss)	($	4,557,812	)	($	5,442,931	)	$	143,002		($	83,216	)
Net realized gain (loss) on investments, futures and foreign currency transactions		(19,748,880	)		5,720,597			1,392,668			7,129,015
Net change in unrealized appreciation (depreciation) of investments, futures and foreign currency translations		13,550,687			(117,342	)		2,841,654			4,753,670
Net increase (decrease) in net assets resulting from operations		(10,756,005	)		160,324			4,377,324			11,799,469
Distributions to Shareholders:
From net investment income		—			—			(4,527,841	)		(710,852	)
From Capital Share Transactions:
Proceeds from the sale of shares1		296,107,006			545,893,571			10,260,667			20,931,826
Reinvestment of dividends and distributions		—			—			4,452,811			692,638
Cost of shares repurchased		(192,867,192	)		(174,587,779	)		(19,555,434	)		(12,659,681	)
Net increase (decrease) from capital share transactions		103,239,814			371,305,792			(4,841,956	)		8,964,783
Total increase (decrease) in net assets		92,483,809			371,466,116			(4,992,473	)		20,053,400
Net Assets:
Beginning of period		607,686,351			236,220,235			100,637,828			80,584,428
End of period	$	700,170,160		$	607,686,351		$	95,645,355		$	100,637,828
End of period undistributed net investment income	$	6,546,774		$	11,104,586		$	144,538		$	4,529,377
Share Transactions:
Sale of shares		29,042,898			52,693,342			833,531			1,682,092
Reinvested shares		—			—			371,134			60,763
Shares repurchased		(19,037,595	)		(17,019,805	)		(1,600,461	)		(1,082,166	)
Net increase (decrease) in shares		10,005,303			35,673,537			(395,796	)		660,689

¹  For the fiscal year ended October 31, 2010, the proceeds from the sale of shares for FQ Global Essentials includes the receipt of a market timing settlement of $29,156.

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

24

Managers AMG FQ Tax-Managed U.S. Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,
Institutional Class Shares	April 30,  2011 (unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	12.43		$	9.98		$	9.99		$	16.80		$	13.93		$	11.89
Income from Investment Operations:
Net investment income		0.01	4		0.05	4		0.07			0.13			0.06			0.03
Net realized and unrealized gain (loss) on investments		2.38	4		2.43	4		0.07			(6.87	)		2.82			2.03
Total from investment operations		2.39			2.48			0.14			(6.74	)		2.88			2.06
Less Distributions to Shareholders from:
Net investment income		(0.06	)		(0.03	)		(0.15	)		(0.07	)		(0.01	)		(0.02	)
Net Asset Value, End of Period	$	14.76		$	12.43		$	9.98		$	9.99		$	16.80		$	13.93
Total Return1		19.23	%6		24.92	%		1.65	%		(40.26	)%		20.68	%		17.37	%
Ratio of net expenses to average net assets		0.99	%7		0.99	%		0.99	%		0.99	%		0.99	%		0.99	%
Ratio of net investment income to average net assets1		0.19	%7		0.45	%		0.69	%		0.92	%		0.37	%		0.23	%
Portfolio turnover		17	%6		81	%		147	%		136	%		65	%		98	%
Net assets at end of period (000’s omitted)	$	44,020		$	39,420		$	39,366		$	48,882		$	95,510		$	82,975
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.11	%7		1.19	%		1.18	%		1.03	%		1.07	%		1.11	%
Ratio of net investment income to average net assets		0.07	%7		0.25	%		0.50	%		0.88	%		0.29	%		0.12	%
	For the six months ended April 30, 2011			For the fiscal year ended October 31,												For the fiscal period ended October 31,
Class A Shares	(unaudited)			2010			2009			2008			2007			2006 *
Net Asset Value, Beginning of Period	$	12.47		$	10.01		$	9.99		$	16.75		$	13.91		$	13.01
Income from Investment Operations:
Net investment income		0.00	3,4		0.02	4		0.09			0.10			0.02			0.00	3
Net realized and unrealized gain (loss) on investments		2.37	4		2.44	4		0.04			(6.81	)		2.82			0.90
Total from investment operations		2.37			2.46			0.13			(6.71	)		2.84			0.90
Less Distributions to Shareholders from:
Net investment income		(0.01	)		—			(0.11	)		(0.05	)		—			—
Net Asset Value, End of Period	$	14.83		$	12.47		$	10.01		$	9.99		$	16.75		$	13.91
Total Return1		19.03	%6		24.58	%		1.53	%		(40.15	)%5		20.42	%		6.92	%6
Ratio of net expenses to average net assets		1.24	%7		1.24	%		1.24	%		1.24	%		1.24	%		1.24	%7
Ratio of net investment income (loss) to average net assets1		(0.06	)%7		0.22	%		0.45	%		0.67	%		0.30	%		(0.11	)%7
Portfolio turnover		17	%6		81	%		147	%		136	%		65	%		98	%6
Net assets at end of period (000’s omitted)	$	3,932		$	4,116		$	7,175		$	15,334		$	23,803		$	574
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.36	%7		1.44	%		1.43	%		1.28	%		1.32	%		1.40	%7
Ratio of net investment income (loss) to average net assets		(0.18	)%7		0.02	%		0.26	%		0.63	%		0.22	%		(0.27	)%7

25

Managers AMG FQ Tax-Managed U.S. Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2011			For the fiscal year ended October 31,												For the fiscal period ended October 31,
Class C Shares	(unaudited)			2010			2009			2008			2007			2006 *
Net Asset Value, Beginning of Period	$	12.21		$	9.87		$	9.82		$	16.53		$	13.83		$	13.01
Income from Investment Operations:
Net investment income (loss)		(0.05	)4		(0.06	)4		(0.03	)		(0.02	)		0.00	3		(0.03	)
Net realized and unrealized gain (loss) on investments		2.32	4		2.40	4		0.09			(6.69	)		2.70			0.85
Total from investment operations		2.27			2.34			0.06			(6.71	)		2.70			0.82
Less Distributions to Shareholders from:
Net investment income		—			—			(0.01	)		—			—			—
Net Asset Value, End of Period	$	14.48		$	12.21		$	9.87		$	9.82		$	16.53		$	13.83
Total Return1		18.59	%6		23.71	%		0.66	%		(40.56	)%		19.52	%5		6.30	%6
Ratio of net expenses to average net assets		1.99	%7		1.99	%		1.99	%		1.99	%		1.99	%		1.99	%7
Ratio of net investment loss to average net assets1		(0.81	)%7		(0.53	)%		(0.31	)%		(0.09	)%		(0.36	)%		(0.91	)%7
Portfolio turnover		17	%6		81	%		147	%		136	%		65	%		98	%6
Net assets at end of period (000’s omitted)	$	3,458		$	3,095		$	4,513		$	6,693		$	9,490		$	941
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		2.11	%7		2.19	%		2.18	%		2.03	%		2.07	%		2.15	%7
Ratio of net investment loss to average net assets		(0.93	)%7		(0.73	)%		(0.50	)%		(0.13	)%		(0.44	)%		(1.06	)%7

^*  Class A and Class C shares commenced operations on March 1, 2006. (See Notes to Financial Statements.)

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  Rounds to less than $0.01.

⁴  Per share numbers have been calculated using average shares.

⁵  The Total Return is based on the Financial Statement Net Asset Values as shown above.

⁶  Not annualized.

⁷  Annualized.

26

Managers AMG FQ U.S. Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2011			For the fiscal year ended October 31,
Institutional Class Shares	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	10.35		$	8.99		$	8.68		$	15.49		$	14.90		$	12.93
Income from Investment Operations:
Net investment income		0.06	4		0.13			0.14			0.19			0.15			0.17
Net realized and unrealized gain (loss) on investments		1.86	4		1.37			0.32			(5.23	)		2.11			2.49
Total from investment operations		1.92			1.50			0.46			(5.04	)		2.26			2.66
Less Distributions to Shareholders from:
Net investment income		(0.12	)		(0.14	)		(0.15	)		(0.16	)		(0.16	)		(0.18	)
Net realized gain on investments		—			—			—			(1.61	)		(1.51	)		(0.51	)
Total distributions to shareholders		(0.12	)		(0.14	)		(0.15	)		(1.77	)		(1.67	)		(0.69	)
Net Asset Value, End of Period	$	12.15		$	10.35		$	8.99		$	8.68		$	15.49		$	14.90
Total Return1		18.64	%6		16.75	%		5.56	%		(36.43	)%		16.54	%		21.44	%
Ratio of net expenses to average net assets		0.79	%7		0.79	%		0.79	%		0.79	%		0.79	%		0.79	%
Ratio of net investment income to average net assets1		1.00	%7		1.22	%		1.58	%		1.36	%		0.96	%		1.23	%
Portfolio turnover		69	%6		117	%		151	%		227	%		106	%		89	%
Net assets at end of period (000’s omitted)	$	36,918		$	32,309		$	31,175		$	35,135		$	82,915		$	78,068
Ratio absent expense offsets:2
Ratio of total expenses to average net assets		0.87	%7		0.90	%		1.04	%		0.91	%		0.83	%		0.82	%
Ratio of net investment income to average net assets		0.92	%7		1.11	%		1.33	%		1.24	%		0.92	%		1.19	%

	For the six months ended April 30, 2011			For the fiscal year ended October 31,												For the fiscal period ended
Class A Shares	(unaudited)			2010			2009			2008			2007			October 31, 2006*
Net Asset Value, Beginning of Period	$	10.29		$	8.93		$	8.63		$	15.43		$	14.88		$	13.53
Income from Investment Operations:
Net investment income		0.04	4		0.10			0.11			0.09			0.17			0.01
Net realized and unrealized gain (loss) on investments		1.84	4		1.37			0.32			(5.14	)		2.05			1.34
Total from investment operations		1.88			1.47			0.43			(5.05	)		2.22			1.35
Less Distributions to Shareholders from:
Net investment income		(0.09	)		(0.11	)		(0.13	)		(0.14	)		(0.16	)		—
Net realized gain on investments		—			—			—			(1.61	)		(1.51	)		—
Total distributions to shareholders		(0.09	)		(0.11	)		(0.13	)		(1.75	)		(1.67	)		—
Net Asset Value, End of Period	$	12.08		$	10.29		$	8.93		$	8.63		$	15.43		$	14.88
Total Return1		18.36	%6		16.57	%		5.21	%		(36.64	)%		16.28	%		9.98	%6
Ratio of net expenses to average net assets		1.04	%7		1.04	%		1.04	%		1.04	%		1.04	%		1.04	%7
Ratio of net investment income to average net assets1		0.75	%7		0.98	%		1.35	%		1.07	%		0.56	%		0.63	%7
Portfolio turnover		69	%6		117	%		151	%		227	%		106	%		89	%6
Net assets at end of period (000’s omitted)	$	20,966		$	18,755		$	18,588		$	22,966		$	21,773		$	371
Ratio absent expense offsets:2
Ratio of total expenses to average net assets		1.12	%7		1.15	%		1.29	%		1.16	%		1.08	%		1.13	%7
Ratio of net investment income to average net assets		0.67	%7		0.87	%		1.10	%		0.95	%		0.52	%		0.54	%7

27

Managers AMG FQ U.S. Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2011			For the fiscal year ended October 31,												For the fiscal period ended October 31,
Class C Shares	(unaudited)			2010			2009			2008			2007			2006*
Net Asset Value, Beginning of Period	$	10.20		$	8.83		$	8.52		$	15.27		$	14.85		$	13.53
Income from Investment Operations:
Net investment income		0.00	3,4		0.07			0.06			0.04			0.13			0.00	3
Net realized and unrealized gain (loss) on investments		1.83	4		1.32			0.31			(5.13	)		1.96			1.32
Total from investment operations		1.83			1.39			0.37			(5.09	)		2.09			1.32
Less Distributions to Shareholders from:
Net investment income		(0.01	)		(0.02	)		(0.06	)		(0.05	)		(0.16	)		—
Net realized gain on investments		—			—			—			(1.61	)		(1.51	)		—
Total distributions to shareholders		(0.01	)		(0.02	)		(0.06	)		(1.66	)		(1.67	)		—
Net Asset Value, End of Period	$	12.02		$	10.20		$	8.83		$	8.52		$	15.27		$	14.85
Total Return1		17.99	%6		15.75	%		4.42	%		(37.12	)%		15.35	%		9.76	%6
Ratio of net expenses to average net assets		1.79	%7		1.79	%		1.79	%		1.79	%		1.79	%		1.79	%7
Ratio of net investment income (loss) to average net assets1		0.00	%5,7		0.24	%		0.67	%		0.37	%		(0.13	)%		0.16	%7
Portfolio turnover		69	%6		117	%		151	%		227	%		106	%		89	%6
Net assets at end of period (000’s omitted)	$	658		$	742		$	840		$	1,158		$	2,326		$	97
Ratio absent expense offsets:2
Ratio of total expenses to average net assets		1.87	%7		1.90	%		2.04	%		1.91	%		1.83	%		1.88	%7
Ratio of net investment income (loss) to average net assets		(0.08	)%7		0.13	%		0.42	%		0.25	%		(0.17	)%		(0.07	)%7

^*  Class A and Class C shares commenced operations on March 1, 2006. (See Notes to Financial Statements.)

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  Rounds to less than $0.01.

⁴  Per share numbers have been calculated using average shares.

⁵  Rounds to less than 0.01%.

⁶  Not annualized.

⁷  Annualized.

28

Managers AMG FQ Global Alternatives Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2011			For the fiscal year ended October 31,												For the fiscal period ended October 31,
Class A Shares	(unaudited)			2010			2009			2008			2007			2006 *
Net Asset Value, Beginning of Period	$	10.24		$	9.96		$	11.00		$	9.94		$	9.73		$	10.00
Income from Investment Operations:
Net investment income (loss)		(0.07	)3		(0.14	)3		(0.09	)3		0.04	3		0.18	3		0.16
Net realized and unrealized gain (loss) on investments		(0.08	)3		0.42	3		(0.27	)3		1.15	3		0.22	3		(0.43	)
Total from investment operations		(0.15	)		0.28			(0.36	)		1.19			0.40			(0.27	)
Less Distributions to Shareholders from:
Net investment income		—			—			(0.68	)5		(0.03	)		(0.19	)		—
Net realized gain on investments		—			—			—			(0.10	)		—			—
Total distributions to shareholders		—			—			(0.68	)		(0.13	)		(0.19	)		—
Net Asset Value, End of Period	$	10.09		$	10.24		$	9.96		$	11.00		$	9.94		$	9.73
Total Return1		(1.37	)%6		2.81	%4		(3.15	)%		12.17	%4		4.11	%4		(2.70	)%6
Ratio of net expenses to average net assets		1.91	%7		1.91	%		2.00	%		2.26	%		2.50	%		2.50	%7
Ratio of net investment income (loss) to average net assets1		(1.43	)%7		(1.39	)%		(0.88	)%		0.36	%		1.72	%		1.38	%7
Portfolio turnover		10	%6		17	%		77	%		133	%		104	%		48	%6
Net assets at end of period (000’s omitted)	$	564,300		$	518,118		$	206,153		$	89,232		$	37,716		$	20,661
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		2.54	%7		2.55	%		2.44	%		2.45	%		2.56	%		3.20	%7
Ratio of net investment income (loss) to average net assets		(2.06	)%7		(2.03	)%		(1.32	)%		0.17	%		1.66	%		0.68	%7

	For the six months ended April 30, 2011			For the fiscal year ended October 31,												For the fiscal period ended October 31,
Class C Shares	(unaudited)			2010			2009			2008			2007			2006 *
Net Asset Value, Beginning of Period	$	9.98		$	9.77		$	10.81		$	9.82		$	9.69		$	10.00
Income from Investment Operations:
Net investment income (loss)		(0.10	)3		(0.20	)3		(0.16	)3		(0.04	)3		0.11	3		0.02
Net realized and unrealized gain (loss) on investments		(0.07	)3		0.41	3		(0.26	)3		1.13	3		0.21	3		(0.33	)
Total from investment operations		(0.17	)		0.21			(0.42	)		1.09			0.32			(0.31	)
Less Distributions to Shareholders from:
Net investment income		—			—			(0.62	)5		(0.01	)		(0.19	)		—
Net realized gain on investments		—			—			—			(0.09	)		—			—
Total distributions to shareholders		—			—			(0.62	)		(0.10	)		(0.19	)		—
Net Asset Value, End of Period	$	9.81		$	9.98		$	9.77		$	10.81		$	9.82		$	9.69
Total Return1		(1.70	)%6		2.15	%		(3.86	)%		11.31	%4		3.30	%4		(3.10	)%6
Ratio of net expenses to average net assets		2.47	%7		2.51	%		2.75	%		3.02	%		3.25	%		3.25	%7
Ratio of net investment income (loss) to average net assets1		(1.99	)%7		(2.00	)%		(1.68	)%		(0.38	)%		1.03	%		1.03	%7
Portfolio turnover		10	%6		17	%		77	%		133	%		104	%		48	%6
Net assets at end of period (000’s omitted)	$	42,395		$	45,664		$	30,067		$	12,128		$	7,464		$	695
Expense Offsets:2
Ratio of total expenses to average net assets		3.10	%7		3.14	%		3.19	%		3.21	%		3.31	%		3.52	%7
Ratio of net investment income (loss) to average net assets		(2.62	)%7		(2.63	)%		(2.12	)%		(0.57	)%		0.97	%		0.76	%7

29

Managers AMG FQ Global Alternatives Fund

Financial Highlights

For a share outstanding throughout each fiscal period

Service Class Shares	For the six months  ended April 30, 2011 (unaudited)			For the fiscal  year ended October 31, 2010**
Net Asset Value, Beginning of Period	$	10.27		$	9.97
Income from Investment Operations:
Net investment loss		(0.06	)3		(0.10	)3
Net realized and unrealized gain on investments		(0.07	)3		0.40	3
Total from investment operations		(0.13	)		0.30
Less Distributions to Shareholders from:
Net investment income		—			—
Net Asset Value, End of Period	$	10.14		$	10.27
Total Return1		(1.27	)%6		3.01	%6
Ratio of net expenses to average net assets		1.63	%7		1.70	%7
Ratio of net investment loss to average net assets1		(1.15	)%7		(1.17	)%7
Portfolio turnover		10	%6		17	%6
Net assets at end of period (000’s omitted)	$	41,232		$	18,049
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		2.26	%7		2.36	%7
Ratio of net investment loss to average net assets		(1.78	)%7		(1.83	)%7
Institutional Class Shares	For the six months  ended April 30, 2011 (unaudited)			For the fiscal  year ended October 31, 2010**
Net Asset Value, Beginning of Period	$	10.28		$	9.97
Income from Investment Operations:
Net investment loss		(0.05	)3		(0.08	)3
Net realized and unrealized gain on investments		(0.08	)3		0.39	3
Total from investment operations		(0.13	)		0.31
Less Distributions to Shareholders from:
Net investment income		—			—
Net Asset Value, End of Period	$	10.15		$	10.28
Total Return1		(1.17	)%6		3.11	%4,6
Ratio of net expenses to average net assets		1.47	%7		1.48	%7
Ratio of net investment loss to average net assets1		(0.99	)%7		(0.95	)%7
Portfolio turnover		10	%6		17	%6
Net assets at end of period (000’s omitted)	$	52,243		$	25,856
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		2.10	%7		2.14	%7
Ratio of net investment loss to average net assets		(1.62	)%7		(1.61	)%7

^*          Commencement of operations was on March 30, 2006.

^**       Commencement of operations was on January 1, 2010.

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/ recoupments or fee waivers and expense reductions such as brokerage credits, but include non-reimbursable expenses, if any, such as interest and taxes. (See Note 1(c) of Notes to Financial Statements.)

³         Per share numbers have been calculated using average shares.

⁴         The Total Return is based on the Financial Statement Net Asset Values as shown above.

⁵         The per share net investment income distribution shown for Class A shares and Class C shares includes $0.67 and $0.61, respectively, of distributions from foreign currency gains. (See Note 1(d) of Notes to Financial Statements.)

⁶         Not annualized.

⁷         Annualized.

30

Managers AMG FQ Global Essentials Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2011			For the fiscal year ended October 31,
Institutional Class Shares*	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	12.77		$	11.16		$	9.82		$	16.49		$	14.24		$	13.19
Income from Investment Operations:
Net investment income (loss)		0.02	3		(0.01	)3		0.47	3		0.45	3		0.08			0.27
Net realized and unrealized gain (loss) on investments		0.57	3		1.72	3		1.35	3		(6.65	)3		2.31			1.48
Total from investment operations		0.59			1.71			1.82			(6.20	)		2.39			1.75
Less Distributions to Shareholders from:
Net investment income		(0.58	)		(0.10	)		(0.48	)		(0.47	)		(0.14	)		(0.70	)
Net Asset Value, End of Period	$	12.78		$	12.77		$	11.16		$	9.82		$	16.49		$	14.24
Total Return1		4.88	%4,5		15.41	%4,6		19.67	%		(38.66	)%		16.94	%		13.67	%
Ratio of net expenses to average net assets		0.97	%6		0.97	%		0.92	%		0.80	%		0.90	%		1.11	%
Ratio of net investment income (loss) to average net assets1		0.34	%6		(0.09	)%		4.82	%		3.18	%		0.52	%		1.68	%
Portfolio turnover		43	%5		127	%		213	%		143	%		123	%		60	%
Net assets at end of period (000’s omitted)	$	89,067		$	93,903		$	80,584		$	78,339		$	175,105		$	182,387
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.01	%6		1.05	%		1.17	%		1.08	%		1.10	%		1.13	%
Ratio of net investment income (loss) to average net assets		0.30	%6		(0.17	)%		4.57	%		2.90	%		0.32	%		1.67	%

31

Managers AMG FQ Global Essentials Fund

Financial Highlights

For a share outstanding throughout each fiscal period

Service Class Shares*	For the six months ended April 30, 2011 (unaudited)			For the fiscal year ended October  31, 2010
Net Asset Value, Beginning of Period	$	12.77		$	11.36
Income from Investment Operations:
Net investment loss		0.01	3		(0.04	)3
Net realized and unrealized gain on investments		0.55	3		1.45	3
Total from investment operations		0.56			1.41
Less Distributions to Shareholders from:
Net investment income		(0.56	)		—
Net Asset Value, End of Period	$	12.77		$	12.77
Total Return 1		4.70	%5		12.41	%5
Ratio of net expenses to average net assets		1.22	%6		1.17	%6
Ratio of net investment loss to average net assets 1		0.09	%6		(0.43	)%6
Portfolio turnover		43	%5		127	%5
Net assets at end of period (000’s omitted)	$	242		$	217
Ratios absent expense offsets: 2
Ratio of total expenses to average net assets		1.26	%6		1.25	%6
Ratio of net investment loss to average net assets		0.05	%6		(0.51	)%6
Investor Class Shares*	For the six months ended April 30, 2011 (unaudited)			For the fiscal year ended October 31, 2010
Net Asset Value, Beginning of Period	$	12.73		$	11.36
Income from Investment Operations:
Net investment loss		(0.01	)3		(0.07	)3
Net realized and unrealized gain on investments		0.57	3		1.44	3
Total from investment operations		0.56			1.37
Less Distributions to Shareholders from:
Net investment income		(0.56	)		—
Net Asset Value, End of Period	$	12.73		$	12.73
Total Return 1		4.65	%4,5		12.06	%4,5
Ratio of net expenses to average net assets		1.47	%6		1.46	%6
Ratio of net investment loss to average net assets 1		(0.16	)%6		(0.72	)%6
Portfolio turnover		43	%5		127	%5
Net assets at end of period (000’s omitted)	$	6,336		$	6,517
Ratios absent expense offsets: 2
Ratio of total expenses to average net assets		1.51	%6		1.54	%6
Ratio of net investment loss to average net assets		(0.20	)%6		(0.80	)%6

*  Effective January 1, 2010, existing shares of Managers AMG FQ Global Essentials were reclassified and redesignated as Institutional Class shares. Investor Class and Service Class shares commenced operations on January 1, 2010.

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

³    Per share numbers have been calculated using average shares.

⁴    The Total Return is based on the Financial Statement Net Asset Values as shown above.

⁵    Not annualized.

⁶    Annualized.

32

Managers AMG Funds

Notes to Financial Statements

April 30, 2011 (unaudited)

1. Summary of Significant Accounting Policies

Managers Trust I (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 FQ Tax-Managed U.S. Equity Fund (“Tax-Managed”), Managers AMG FQ U.S. Equity Fund (“U.S. Equity”), Managers AMG FQ Global Alternatives Fund (“Global Alternatives”) and Managers AMG FQ Global Essentials Fund (“Global Essentials”) (formerly Managers Fremont Global Fund), each a “Fund” and collectively the “Funds.”

Effective January 1, 2010, Global Essentials and Global Alternatives added new classes of shares. Global Essentials offers three classes of shares, Institutional, Service and Investor, while Global Alternatives offers four classes of shares, Institutional, Service, Class A and Class C, each offering varying levels of shareholder servicing and /or 12b-1 fees. Legacy Global Essentials shareholders became shareholders in the Institutional Class and the Fund added a new Investor Class and Service Class. Global Alternatives added Institutional Class and Service Class shares to the existing A and C Class shares.

Each Fund except Global Essentials offers Class A and Class C shares. Sales of Class A shares may be subject to a front-end sales charge of up to 5.75%. 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 the time of sale, whichever is less). Each Fund offers Institutional Class shares, 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 period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Funds’ investments are generally valued

based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Funds (the “Board”). Under certain circumstances, the value of certain Fund investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. Each Fund may use the fair value of a portfolio security to calculate its 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 their 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 of thinly traded securities that 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 open-end 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 valued at fair value, 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,

33

Managers AMG Funds

Notes to Financial Statements (continued)

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

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, 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 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs) The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

b. Security Transactions

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

c. Investment Income and Expenses

Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed. 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” agreement with The Bank of New York Mellon (“BNYM”), the Funds’ custodian, whereby each Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custody expenses that would otherwise be charged to each Fund. For the six months ended April 30, 2011, the Funds had no balance credits.

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 April 30, 2011, overdraft fees for Tax-Managed, U.S. Equity, Global Alternatives and Global Essentials equaled $40, $152, $70 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 April 30, 2011, the transfer agent expense was reduced as follows: Tax-Managed - $15, U.S. Equity - $17, Global Alternatives - $202, and Global Essentials - $30.

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 Portfolio - Capital Share Class. For the six months ended April 30, 2011, the management fee was reduced as follows: Global Alternatives - $59,601, or 0.02% annualized, and Global Essentials - $7,453, or 0.02% annualized.

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

d. Dividends and Distributions

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

34

Managers AMG Funds

Notes to Financial Statements (continued)

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 October 31, 2007-2010), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

f. Capital Loss Carryovers

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

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

Fund	Capital Loss Carryover Amount		Expires October 31,
Tax-Managed	$	22,952,492		2017
		9,627,945		2016
Total	$	32,580,437
U.S. Equity	$	16,764,187		2017
		4,534,634		2016
Total	$	21,298,821
Global Alternatives	$	6,992,099		2018
		8,295,120		2017
		176,926		2016
Total	$	15,464,145
Global Essentials	$	19,442,096		2017
		5,312,619		2016
		39,066,310		2011
Total	$	63,821,025

g. Capital Stock

The Trust’s Declaration of Trust authorizes for each series the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation. Dividends and distributions to shareholders are recorded on the ex-dividend date.

The capital stock transactions by class for Tax-Managed, U.S. Equity, Global Alternatives and Global Essentials for the six months ended April 30, 2011 and 2010 were as follows:

	Tax-Managed												U.S. Equity
	For the six months ended April 30, 2011						For the fiscal year ended October 31, 2010						For the six months ended April 30, 2011						For the fiscal year ended October 31, 2010
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class A Shares
Sale of shares		4,540		$	63,917			12,369		$	138,045			112,400		$	1,251,381			188,045		$	1,807,907
Reinvestment of dividends and distributions		205			2,755			—			—			14,495			157,418			23,764			229,320
Shares repurchased		(69,694	)		(950,439	)		(399,037	)		(4,489,541	)		(215,090	)		(2,371,911	)		(469,818	)		(4,558,863	)
Net decrease		(64,949	)	($	883,767	)		(386,668	)	($	4,351,496	)		(88,195	)	($	963,112	)		(258,009	)	($	2,521,636	)
Class C Shares
Sale of shares		19,351		$	256,202			18,251		$	191,591			15		$	169			10,980		$	107,094
Reinvestment of dividends and distributions		—			—			—			—			69			748			113			1,084
Shares repurchased		(34,010	)		(459,393	)		(221,833	)		(2,391,286	)		(18,129	)		(200,976	)		(33,416	)		(316,874	)
Net decrease		(14,659	)	($	203,191	)		(203,582	)	($	2,199,695	)		(18,045	)	($	200,059	)		(22,323	)	($	208,696	)
Institutional Class
Sale of shares		110,784		$	1,516,578			118,811		$	1,331,128			140,605		$	1,583,503			79,358		$	789,194
Reinvestment of dividends and distributions		12,194			163,040			10,915			119,516			31,810			347,362			47,361			459,403
Shares repurchased		(310,749	)		(4,229,460	)		(901,437	)		(10,159,838	)		(254,016	)		(2,821,137	)		(474,586	)		(4,603,599	)
Net decrease		(187,771	)	($	2,549,842	)		(771,711	)	($	8,709,194	)		(81,601	)	($	890,272	)		(347,867	)	($	3,355,002	)

35

Managers AMG Funds

Notes to Financial Statements (continued)

	Global Alternatives
	For the six months ended April 30, 2011						For the fiscal year ended October 31, 2010
	Shares			Amount			Shares			Amount
Class A Shares
Sale of shares		22,502,314		$	229,529,714			45,126,281		$	467,569,218
Reinvestment of dividends and distributions		—			—			—			—
Shares repurchased		(17,184,354	)		(174,285,385	)		(15,222,361	)		(156,389,321	)
Net increase		5,317,960		$	55,244,329			29,903,920		$	311,179,897
Class C Shares
Sale of shares		712,359		$	7,076,801			2,352,895		$	23,868,322
Reinvestment of dividends and distributions		—			—			—			—
Shares repurchased		(965,635	)		(9,524,014	)		(856,052	)		(8,574,553	)
Net increase (decrease)		(253,276	)	($	2,447,213	)		1,496,843		$	15,293,769
Service Class Shares*
Sale of shares		2,835,600		$	28,975,389			2,008,466		$	21,183,512
Reinvestment of dividends and distributions		—			—			—			—
Shares repurchased		(526,046	)		(5,315,678	)		(251,584	)		(2,613,904	)
Net increase		2,309,554		$	23,659,711			1,756,882		$	18,569,608
Institutional Class Shares*
Sale of shares		2,992,625		$	30,525,102			3,205,700		$	33,272,519
Reinvestment of dividends and distributions		—			—			—			—
Shares repurchased		(361,560	)		(3,742,115	)		(689,808	)		(7,010,001	)
Net increase		2,631,065		$	26,782,987			2,515,892		$	26,262,518
	Global Essentials
	For the six months ended April 30, 2011						For the fiscal year ended October 31, 2010
	Shares			Amount			Shares			Amount
Investor Class Shares*
Sale of shares		440,095		$	5,403,156			518,437		$	6,486,828
Reinvestment of dividends and distributions		26,580			318,163			—			—
Shares repurchased		(480,791	)		(5,862,890	)		(6,670	)		(80,131	)
Net increase (decrease)		(14,116	)	($	141,571	)		511,767		$	6,406,697
Service Class Shares*
Sale of shares		1,975		$	24,250			17,893		$	219,726
Reinvestment of dividends and distributions		838			10,058			—			—
Shares repurchased		(870	)		(10,696	)		(880	)		(10,484	)
Net increase		1,943		$	23,612			17,013		$	209,242
Institutional Class Shares
Sale of shares		391,461		$	4,833,261			1,145,762		$	14,225,272
Reinvestment of dividends and distributions		343,716			4,124,590			60,763			692,638
Shares repurchased		(1,118,800	)		(13,681,848	)		(1,074,616	)		(12,569,066	)
Net increase (decrease)		(383,623	)	($	4,723,997	)		131,909		$	2,348,844

* Investor and Service Class shares for Global Essentials commenced operations on January 1, 2010. Institutional and Service Class shares for Global Alternatives commenced operations on January 1, 2010.

At April 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: Tax-Managed – one owns 19% and Global Alternatives – two collectively own 30%. Transactions by these shareholders may have a material impact on the Funds.

36

Managers AMG Funds

Notes to Financial Statements (continued)

h. 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.

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

2. 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”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration. The Funds’ investment portfolios are managed by First Quadrant, L.P. (“First Quadrant” or the “Subadvisor”), which serves pursuant to a Subadvisory Agreement between the Investment Manager and First Quadrant with respect to each of the Funds. AMG indirectly owns a majority interest in First Quadrant.

Tax-Managed is obligated by the Investment Management Agreement to pay an annual management fee to the Investment Manager of 0.85% of the average daily net assets of the Fund. Under the Investment Management Agreement with the Fund, the Investment Manager provides a variety of administrative services to the Fund. The Investment Manager receives no additional compensation from the Fund for these services. Pursuant to a Reimbursement Agreement between the Investment Manager and First Quadrant, First Quadrant reimburses the Investment Manager for the costs the Investment Manager bears in providing such services to the Fund.

U.S. Equity, Global Alternatives and Global Essentials are obligated by the Investment Management Agreement to pay an annual management fee to the Investment Manager of 0.35%, 1.70% and 0.60%, respectively, of the average daily net assets of the Fund. The Investment Manager, in turn, pays a portion of this fee to First Quadrant for its services as subadvisor.

The Investment Manager has contractually agreed, through at least March 1, 2012, to waive fees and pay 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 items) to the following amounts of the Funds’ average daily net assets:

Fund	Class A			Class C			Investor			Service Class			Institutional Class
Tax- Managed		1.24	%		1.99	%		N/A			N/A			0.99	%
U.S. Equity		1.04	%		1.79	%		N/A			N/A			0.79	%
Global Alternatives		1.99	%		2.49	%		N/A			1.74	%		1.49	%
Global Essentials		N/A			N/A			1.49	%		1.24	%		0.99	%

Each Fund 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 total operating expenses in any such future year to exceed that Fund’s respective expense cap. For the six months ended April 30, 2011, each Fund’s components of reimbursement are detailed in the following charts:

	Tax-Managed			U.S Equity
Reimbursement Available - 10/31/10	$	246,349		$	150,695
Additional Reimbursements		29,132			21,831
Repayments		—			—
Expired Reimbursements		(13,356	)		(10,812	)
Reimbursement Available - 04/30/11	$	262,125		$	161,714
	Global Alternatives			Global Essentials
Reimbursement Available - 10/31/10	$	3,166,776		$	53,618
Additional Reimbursements		1,955,128			9,288
Repayments		—			(151	)
Expired Reimbursements		126,390			—
Reimbursement Available - 04/30/11	$	5,248,294		$	62,755

Effective January 1, 2011, the aggregate annual retainer paid to each Independent Trustee of the Board 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 of the Board 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.

37

Managers AMG Funds

Notes to Financial Statements (continued)

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 and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold by brokers, dealers or other financial intermediaries who have executed selling agreements with MDI. MDI bears all the expenses of providing services pursuant to the Underwriting Agreement, including payment of the expenses relating to the distribution of Prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or Distributor.

The Funds have adopted a distribution and service plan (the “Plan”) with respect to the Investor Class, Class A and Class C in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset-based sales charges. Pursuant to the Plan, the Funds may compensate the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each such class of the Fund’s shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor up to 0.25% annually of the Fund’s average daily net assets attributable to the Investor Class and Class A shares and 1.00% annually of the Fund’s average daily net assets attributable to Class C shares.

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

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 April 30, 2011, the following Funds either borrowed from or lent to other Managers Funds: Global Alternatives lent varying amounts up to $31,660,698 for 6 days earning interest of $5,788; Global Essentials lent varying amounts up to $4,836,190 for 10 days earning interest of $902. The interest amounts can be found in the Statement of Operations in interest income.

3. Purchases and Sales of Securities

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

	Long-Term Securities				U.S. Government Obligations
Fund	Purchases		Sales		Purchases		Sales
Tax-Managed	$	8,461,211	$	12,522,396		N/A		N/A
U.S. Equity		37,161,913		39,669,023		N/A		N/A
Global Alternatives		116,892,455		110,476,495	$	102,563,216	$	97,610,000
Global Essentials		41,438,397		38,303,077		26,992,701		27,000,000

4. Portfolio Securities Loaned

For the six months ended April 30, 2011, Tax-Managed, U.S. Equity, and Global Essentials participated 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, 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 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. Tax-Managed’s and U.S. Equity’s position in the separate sleeve of the ICRF is included in the Schedule of Portfolio Investments and Global Essentials’ position is included in the Statement of Assets and Liabilities. The unrealized loss on such investment is included in Net Unrealized Depreciation on the Statement of Assets and Liabilities and Statement of Operations.

38

Managers AMG Funds

Notes to Financial Statements (continued)

5. Commitments and Contingencies

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

6. Forward Commitments

Certain transactions, such as futures and forward transactions, dollar roll agreements, or purchases of when-issued or delayed delivery securities may have a similar effect on a Fund’s net asset value as if the Fund had created a degree of leverage in its portfolio. However, if a Fund enters into such a transaction, the Fund will establish a segregated account with its custodian in which it will maintain cash, U.S. government securities or other liquid securities equal in value to its obligations in respect to such transaction. Securities and other assets held in the segregated account may not be sold while the transaction is outstanding, unless other suitable assets are substituted.

7. 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 Statement of Assets and Liabilities and the realized and changes in unrealized gains and losses on the Statement of Operations, each categorized by type of derivative contract, are included in a table in the Notes to Schedules of Portfolio Investments. The derivative instruments outstanding as of year end as disclosed in the Statement 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.

8. Forward Foreign Currency Contracts

During the six months ended April 30, 2011, Global Alternatives invested in forward foreign currency exchange contracts to facilitate transactions in foreign securities and to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated investment securities.

A forward foreign currency exchange contract is an agreement between a Fund and another party to buy or sell a currency at a set price at a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily, and the change in market value is recorded as an unrealized gain or loss. Gain or loss on the purchase or sale of contracts having the same settlement date, amount and counterparty is realized on the date of offset, otherwise gain or loss is realized on the settlement date.

Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency rela- tive to the U.S. dollar.

9. Futures Contracts

U.S. Equity enters into Equity Index futures contracts with the objective of maintaining exposure to equity stock markets while maintaining liquidity. Global Essentials and Global Alternatives entered into futures contracts, including futures contracts on global equity and fixed-income securities, interest rate futures contracts, foreign currency futures contracts and futures contracts on security indices (including broad-based security indices). The Funds purchased or sold futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital shares transactions. There are certain risks associated with futures contracts. Prices may not move as expected or a Fund may not be able to close out the contract when it desires to do so, resulting in losses.

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 Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the con- tracts are closed, when they are recorded as realized gains (losses) on futures or forward currency contracts.

10. Subsequent Events

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

At a meeting of the Trust’s Board of Trustees held June 9-10 2011, Nathaniel Dalton, who was a Trustee of the Trust, delivered his resignation to the Board of Trustees, effective June 9, 2011. The Board appointed Christine C. Carsman as Trustee to fill the vacancy; like Mr. Dalton, Ms. Carsman is considered an “interested person” of the Trust under the Investment Company Act of 1940.

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

39

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

Subadvisor

First Quadrant, L.P.

800 E. Colorado Boulevard, Suite 900

Pasadena, CA 91101

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	INTERNATIONAL EQUITY	CHICAGO EQUITY PARTNERS BALANCED
CADENCE FOCUSED GROWTH	AllianceBernstein L.P.	Chicago Equity Partners, LLC
CADENCE MID-CAP	Lazard Asset Management, LLC
CADENCE EMERGING COMPANIES	Martin Currie Inc.	ALTERNATIVE FUNDS
Cadence Capital Management, LLC
	REAL ESTATE SECURITIES	FQ GLOBAL ALTERNATIVES
CHICAGO EQUITY PARTNERS MID-CAP	Urdang Securities Management, Inc.	FQ GLOBAL ESSENTIALS
Chicago Equity Partners, LLC		First Quadrant, L.P.
	RENAISSANCE LARGE CAP GROWTH
EMERGING MARKETS EQUITY	Renaissance Group LLC	INCOME FUNDS
Rexiter Capital Management Limited Schroder Investment Management North America Inc. 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.	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.	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.  

www.managersinvest.com

SEMI-ANNUAL REPORT

Managers Funds

April 30, 2011

Managers PIMCO Bond Fund

(formerly Managers Fremont Bond Fund)

SAR020-0411

Managers PIMCO Bond Fund

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

TABLE OF CONTENTS	Page
ABOUT YOUR FUND’S EXPENSES		1
FUND PERFORMANCE		2
FUND SNAPSHOT AND SCHEDULE OF PORTFOLIO INVESTMENTS		3
FINANCIAL STATEMENTS:
Statement of Assets and Liabilities		25
Fund balance sheet, net asset value (NAV) per share computation and cumulative undistributed amount
Statement of Operations		26
Detail of sources of income, Fund expenses, and realized and unrealized gains (losses) during the fiscal period
Statement of Changes in Net Assets		27
Detail of changes in Fund assets for the past two fiscal periods
FINANCIAL HIGHLIGHTS		28
Historical net asset values per share, distributions, total returns, expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL STATEMENTS		29
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

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 April 30, 2011	Expense Ratio for the Period			Beginning Account  Value 11/01/10		Ending Account Value 04/30/11		Expenses Paid During  the Period*
Managers PIMCO Bond Fund
Based on Actual Fund Return		0.58	%	$	1,000	$	1,007	$	2.89
Hypothetical (5% return before expenses)		0.58	%	$	1,000	$	1,022	$	2.91
*  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 April 30, 2011 (unaudited)

				Average Annualized Total Returns1
	Six Months			One Year			Five Years			Ten Years
Managers PIMCO Bond2,3,4,5,6,7		0.72	%		6.94	%		7.97	%		7.00	%
Barclays Capital U.S. Aggregate Bond Index®8		0.02	%		5.36	%		6.33	%		5.74	%

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 principal value of an investment in the Fund 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 carefully consider the amount they plan to invest, their investment objectives, the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit our Web site at 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 April 30, 2011. All returns are in U.S. dollars($).

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

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

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 the Fund could not close out a position when it would be most advantageous to do so.

⁵  Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.

⁶  High yield bonds (also known as “junk bonds”) are subject to additional risks such as the risk of default.

⁷  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.

⁸  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.

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

2

Managers PIMCO Bond Fund

Fund Snapshot

April 30, 2011 (unaudited)

Portfolio Breakdown

Rating	Managers PIMCO Bond  Fund**			Barclays Capital  U.S. Aggregate Bond Index®
U.S. Treasury & Agency		51.2	%		72.7	%
Aaa		10.7	%		4.2	%
Aa		13.4	%		4.5	%
A		14.2	%		10.0	%
Baa		5.4	%		8.6	%
Ba & lower		5.1	%		0.0	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net  Assets
U.S. Treasury Bills, 0.170%, 08/04/11		9.0	%
FNMA, 4.500%, TBA*		8.8
TD Securities (USA) LLC, dated 04/29/11, due 05/02/11, 0.06%, total to be received $83,600,139, (collateralized by $85,357,843 U.S. Treasury Notes, 0.750% - 1.000%, due 09/30/11 to 05/31/12)		6.9
TD Securities (USA) LLC, dated 04/28/11, due 05/02/11, 0.04%, total to be received $71,400,238, (collateralized by $73,285,556 U.S. Treasury Bonds, 4.375% - 4.500%, due 8/15/39 to 11/15/39)		5.9
Japan Treasury Bills, Series 186, 0.106%, 07/19/11		5.8
Japan Treasury Bills, Series 185, 0.105%, 06/02/11		4.0
FNMA, 5.000%, 06/12/33		2.5
FHLMC, 5.500%, 12/01/38		2.4
FHLMC Gold Pool, 6.000%, 11/01/37		2.1
Wells Fargo & Co., Series K, 7.980%, 02/28/49		1.9
Top Ten as a Group		49.3	%

* Top Ten Holding at October 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 PIMCO Bond Fund

Schedule of Portfolio Investments

April 30, 2011 (unaudited)

		Principal Amount			Value
Bank Loan Obligations - 0.2%
American General Finance Corp., Term Loan, 7.250%, 04/21/15		$	1,200,000		$	1,203,917
CIT Group, Inc., Term Loan 3-DD, 6.250%, 08/11/15			497,352			505,551
Ford Motor Co., Term Loan, 3.020%, 12/15/13			973,255			975,534
Total Bank Obligations (cost $2,660,676)						2,685,002
Corporate Bonds - 34.7%
Financials - 26.9%
Allstate Life Global Funding Trusts, 5.375%, 04/30/13			1,600,000			1,731,968
Ally Financial, Inc., 3.512%, 02/11/14, (05/11/11)4			1,000,000			1,010,054
Ally Financial, Inc., 6.250%, 12/01/17 (a)			3,300,000			3,444,375
Ally Financial, Inc., 7.500%, 09/15/20 (a)			1,100,000			1,204,500
Ally Financial, Inc., 8.300%, 02/12/15			800,000			902,000
American Express Co., 7.000%, 03/19/18			1,000,000			1,186,463
American Express Travel Related Services Co., Inc., Series EMTN, 0.411%, 06/01/11, (06/01/11)4			900,000			899,283
American General Finance Corp., 4.125%, 11/29/13	EUR		3,900,000			5,314,236
American General Finance Corp., Series MTN, 0.594%, 08/17/11, (05/17/11)4			10,900,000			10,800,417
American International Group, Inc., 5.050%, 10/01/15			400,000			418,369
American International Group, Inc., 5.600%, 10/18/16			800,000			856,701
American International Group, Inc., 6.250%, 03/15/37			800,000			762,000
American International Group, Inc., 8.250%, 08/15/18			4,500,000			5,356,485
American International Group, Inc., Series MTN, Series G, 5.850%, 01/16/18			400,000			423,859
ANZ National International, Ltd., 6.200%, 07/19/13 (a)			1,800,000			1,966,633
Australia and New Zealand Banking Group, Ltd., 2.125%, 01/10/14 (a)			2,400,000			2,422,836
Banco Santander Brasil SA, 4.500%, 04/06/15 (a)			200,000			204,627
Banco Santander Chile SA, 1.524%, 04/20/12, (07/20/11) (a)4			2,200,000			2,200,297
Bank of America Corp., 4.500%, 04/01/15			10,000,000			10,530,200
Bank of America Corp., 6.000%, 10/15/36			900,000			907,594
Bank of America Corp., 6.500%, 08/01/16			2,800,000			3,159,993
Bank of China (Hong Kong), Ltd., 5.550%, 02/11/20 (a)			400,000			412,794
Bank of Montreal, 2.850%, 06/09/15 (a)			800,000	2		821,524
Bank of Nova Scotia, 1.650%, 10/29/15 (a)			900,000			875,199
Bank of Nova Scotia, Series YCD, 0.562%, 08/09/12, (05/09/11)4			1,200,000			1,201,216
Barclays Bank PLC, 2.375%, 01/13/14			1,000,000			1,015,218
Barclays Bank PLC, 5.450%, 09/12/12			17,300,000			18,342,100
BBVA Bancomer SA, 4.500%, 03/10/16 (a)			500,000			509,323
BBVA Bancomer SA, 6.500%, 03/10/21 (a)			900,000			923,623
Bear Stearns Companies, Inc., The, 6.950%, 08/10/12			5,800,000			6,239,820
C10 Capital SPV, Ltd., 6.722%, 12/31/49 (a)5,6			1,500,000			1,190,289
CIT Group, Inc., 5.250%, 04/01/14 (a)			300,000			307,451
CIT Group, Inc., 7.000%, 05/01/13			258,778			263,954
CIT Group, Inc., 7.000%, 05/01/14			989,765	2		1,010,798

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

4

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount			Value
Financials - 26.9% (continued)
CIT Group, Inc., 7.000%, 05/01/15		$	289,765		$	294,474
CIT Group, Inc., 7.000%, 05/01/16			482,942			487,771
CIT Group, Inc., 7.000%, 05/01/17			676,120			683,304
Citigroup Capital XXI, 8.300%, 12/21/575			1,200,000			1,252,800
Citigroup, Inc., 2.312%, 08/13/13, (05/13/11)4			1,100,000			1,131,896
Citigroup, Inc., 5.300%, 10/17/12			200,000			211,288
Citigroup, Inc., 5.500%, 08/27/12			500,000			526,592
Citigroup, Inc., 5.500%, 10/15/14			5,800,000			6,329,128
Citigroup, Inc., 5.625%, 08/27/12			1,300,000			1,366,351
Citigroup, Inc., 5.850%, 07/02/13			100,000	2		108,376
Citigroup, Inc., 6.000%, 08/15/17			4,200,000			4,636,687
Citigroup, Inc., 6.125%, 05/15/18			800,000			884,657
Citigroup, Inc., 6.125%, 08/25/36			4,200,000			4,162,213
Citigroup, Inc., 8.125%, 07/15/39			600,000			774,767
Citigroup, Inc., 8.500%, 05/22/19			100,000			124,788
Citigroup, Inc., Series EMTN, Class B, 3.625%, 11/30/175	EUR		3,800,000			5,388,525
Commonwealth Bank of Australia, 0.705%, 07/12/13, (04/12/11) (a)4			7,500,000			7,519,650
Credit Suisse New York, 2.200%, 01/14/14			800,000			811,083
Danske Bank A/S, 2.500%, 05/10/12 (a)			1,200,000			1,219,756
Deutsche Bank AG London, 6.000%, 09/01/17			5,000,000			5,668,305
Dexia Credit Local SA, 0.753%, 04/29/14, (07/29/11) (a)4			4,100,000			4,087,171
Ford Motor Credit Company LLC, 3.033%, 01/13/12, (07/13/11)4			2,200,000			2,221,846
Ford Motor Credit Company LLC, 7.250%, 10/25/11			200,000			205,202
Ford Motor Credit Company LLC, 7.800%, 06/01/12			2,200,000			2,329,793
Ford Motor Credit Company LLC, 8.700%, 10/01/14			500,000			573,011
Fortis Bank Nederland Holding N.V., 3.000%, 04/17/12	EUR		200,000			299,718
General Electric Capital Corp., 5.500%, 09/15/67 (a)5	EUR		5,500,000			7,739,021
General Electric Capital Corp., 5.875%, 01/14/38			2,300,000			2,334,031
GMAC, Inc., 6.875%, 09/15/11			600,000			611,625
GMAC, Inc., 7.500%, 12/31/13			1,500,000			1,646,250
Goldman Sachs Group, Inc., 5.950%, 01/18/18			4,800,000			5,260,963
Goldman Sachs Group, Inc., 6.150%, 04/01/18			2,000,000			2,215,544
Goldman Sachs Group, Inc., 6.250%, 09/01/17			3,200,000			3,566,730
Groupe BPCE SA, 2.375%, 10/04/13 (a)			400,000			405,195
HSBC Bank PLC, 2.000%, 01/19/14 (a)			800,000			803,318
HSBC Holdings PLC, 6.500%, 05/02/36			800,000			833,926
HSBC Holdings PLC, 6.500%, 09/15/37			900,000			939,695
ING Bank NV, 1.107%, 03/30/12, (06/30/11) (a)4			10,800,000			10,833,242
International Lease Finance Corp., 1.468%, 08/15/11, (05/16/11)4	EUR		3,900,000			5,749,720
International Lease Finance Corp., 5.875%, 05/01/13			400,000			413,000
International Lease Finance Corp., 6.375%, 03/25/13			400,000			417,000

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

5

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
Financials - 26.9% (continued)
International Lease Finance Corp., 6.750%, 09/01/16 (a)		$	800,000	$	856,000
International Lease Finance Corp., Series MTN, 5.250%, 01/10/13			400,000		410,250
International Lease Finance Corp., Series MTN, 5.400%, 02/15/12			1,500,000		1,537,500
Intesa Sanpaolo SpA, 2.712%, 02/24/14, (05/24/11) (a)4			1,700,000		1,743,702
JPMorgan Chase & Co., 6.000%, 01/15/18			1,600,000		1,783,005
JPMorgan Chase & Co., Series EMTN, 1.447%, 09/26/13, (06/27/11)4			200,000		293,381
JPMorgan Chase Bank, NA, 0.640%, 06/13/16, (06/13/11)4			1,300,000		1,250,422
JPMorgan Chase Bank, NA, 5.375%, 09/28/16			4,500,000		7,925,045
JPMorgan Chase Capital, 6.550%, 09/29/36			400,000		412,851
LeasePlan Corp. NV, 3.125%, 02/10/12	EUR		1,300,000		1,944,857
Lehman Brothers Holdings, Inc., 0.000%, 10/22/08*8,9			3,900,000		1,014,000
Lehman Brothers Holdings, Inc., 0.000%, 12/23/08*8,9			200,000		52,000
Lehman Brothers Holdings, Inc., 0.000%, 04/03/09*8,9			4,700,000		1,222,000
Lehman Brothers Holdings, Inc., 0.000%, 11/16/09*8,9			1,200,000		312,000
Lehman Brothers Holdings, Inc., 0.000%, 05/25/10*8,9			1,000,000		260,000
Lehman Brothers Holdings, Inc., 0.000%, 07/18/11*8,9			1,700,000		442,000
Lehman Brothers Holdings, Inc., 0.000%, 01/24/13*8,9			2,000,000		525,000
Lehman Brothers Holdings, Inc., 0.000%, 05/02/18*8,9			600,000		159,000
Lloyds Banking Group Capital No. 1 PLC, 8.500%, 12/29/49 (a)5,6			400,000		392,784
Lloyds TSB Bank PLC, 6.350%, 10/29/495,6	EUR		1,800,000		2,572,762
Merrill Lynch & Co., Inc., 6.400%, 08/28/17			3,400,000		3,794,747
MetLife Global Funding, 0.683%, 07/13/11, (07/13/11) (a)4			7,000,000		7,005,992
MetLife, Inc., 6.400%, 12/15/36			800,000		804,029
Morgan Stanley, 5.950%, 12/28/17			1,800,000		1,956,888
Morgan Stanley, 6.250%, 08/28/17			1,000,000		1,106,911
Morgan Stanley, 7.300%, 05/13/19			200,000		229,699
Morgan Stanley, Series GMTN, 2.812%, 05/14/13, (05/16/11)4			1,200,000		1,237,962
MUFG Capital Finance, Ltd., 6.299%, 07/29/495,6	GBP		400,000		641,411
National Australia Bank, Ltd., 5.350%, 06/12/13 (a)			1,500,000		1,619,296
Nationwide Building Society, 6.250%, 02/25/20 (a)			1,800,000		1,903,113
Nordea Bank AB, 2.125%, 01/14/14 (a)			400,000		403,610
Pacific LifeCorp, 6.000%, 02/10/20 (a)			400,000		431,229
Petroleum Export Ltd., 5.265%, 06/15/11 (a)			26,208		26,195
Principal Life Income Funding Trust, 5.300%, 04/24/13			1,500,000		1,616,794
Principal Life Income Funding Trust, 5.550%, 04/27/15			2,300,000		2,525,253
Qatari Diar Finance QSC, 3.500%, 07/21/15			900,000		913,725
Resona Bank Ltd., 5.850%, 04/15/49 (a)5,6			500,000		498,511
Royal Bank of Scotland Group PLC, 1.450%, 10/20/11 (a)			4,200,000		4,220,954
Royal Bank of Scotland Group PLC, 2.625%, 05/11/12 (a)			2,500,000		2,554,648
Royal Bank of Scotland Group PLC, 3.000%, 12/09/11 (a)			4,000,000		4,065,720
Royal Bank of Scotland Group PLC, 3.950%, 09/21/15			900,000		917,756

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

6

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount			Value
Financials - 26.9% (continued)
Royal Bank of Scotland Group PLC, 4.875%, 08/25/14 (a)		$	200,000		$	211,654
Royal Bank of Scotland Group PLC, 6.990%, 10/29/49 (a)6			2,600,000	2		2,418,000
Santander SA US Debt Unipersonal, 1.107%, 03/30/12, (06/30/11) (a)4			8,100,000			8,073,165
Santander SA US Debt Unipersonal, 2.991%, 10/07/13 (a)			3,700,000			3,738,265
Santander UK PLC, Series EMTN, 1.530%, 10/10/17, (07/11/11)4	EUR		4,100,000			5,553,167
SLM Corp., EMTN, Series 21, 3.125%, 09/17/12	EUR		1,100,000			1,607,857
SLM Corp., MTN, 6.250%, 01/25/16			300,000			318,428
State Bank of India, 4.500%, 07/27/15 (a)			2,900,000			2,991,083
State Street Capital, 1.310%, 06/15/37, (06/15/11)4			300,000			252,855
State Street Capital Trust III, 8.250%, 03/15/425,6			2,000,000			2,003,460
Stone Street Trust, 5.902%, 12/15/15 (a)			2,800,000			2,937,385
Sumitomo Mitsui Banking Corp., 1.950%, 01/14/14 (a)			1,000,000			1,003,130
Swedbank AB, 3.625%, 12/02/11	EUR		200,000			299,159
Temasek Financial I, Ltd., 4.300%, 10/25/19 (a)			900,000			925,957
TNK- BP Finance SA, 6.125%, 03/20/12 (a)			400,000			418,240
TransCapitalInvest, Ltd., 8.700%, 08/07/18 (a)			600,000			746,250
UBS AG, 5.750%, 04/25/18			1,300,000			1,433,983
UBS AG, 5.875%, 12/20/17			1,400,000			1,564,973
UBS AG, Series MTN, 1.413%, 02/23/12, (05/23/11)4			1,700,000			1,713,493
USB Capital IX, 3.500%, 03/29/495,6			300,000			254,292
Vnesheconombank, 5.450%, 11/22/17 (a)			400,000	2		411,000
Wachovia Corp., 0.408%, 10/15/11, (07/15/11)4			3,500,000			3,504,081
Wachovia Corp., 5.750%, 02/01/18			4,400,000			4,915,416
Wachovia Corp., Series MTN, 0.463%, 08/01/13, (08/01/11)4			300,000			298,633
Wells Fargo & Co., Series K, 7.980%, 02/28/495,6			21,200,000			23,426,000
Westpac Banking Corp., 3.585%, 08/14/14 (a)			5,400,000			5,735,529
Total Financials						326,223,068
Industrials - 7.3%
Altria Group, Inc., 9.700%, 11/10/18			1,200,000			1,600,042
Amgen, Inc., 6.150%, 06/01/18			4,900,000			5,710,867
AstraZeneca PLC, 5.900%, 09/15/17			800,000			926,934
AT&T, Inc., 4.950%, 01/15/13			1,700,000			1,811,273
AT&T, Inc., 5.500%, 02/01/18			1,700,000			1,878,651
AT&T, Inc., 6.300%, 01/15/38			1,200,000			1,270,021
Braskem Finance, Ltd., 5.750%, 04/15/21 (a)			400,000			401,000
Codelco, Inc., 6.150%, 10/24/36 (a)			300,000			332,315
Comcast Corp., 5.875%, 02/15/18			600,000			670,270
Comcast Corp., 6.450%, 03/15/37			600,000			638,968
Corp Nacional del Cobre de Chile, 7.500%, 01/15/19 (a)			1,500,000			1,828,407
Corporacion Geo S.A.B. de C.V., 8.875%, 09/25/14 (a)			3,000,000			3,330,000
GAZ Capital, 6.212%, 11/22/16 (a)			400,000			436,520

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

7

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount			Value
Industrials - 7.3% (continued)
GAZ Capital, 8.625%, 04/28/34		$	5,500,000		$	6,765,000
Gerdau, S.A., 5.750%, 01/30/21 (a)			400,000			406,000
IBM Corp., 5.700%, 09/14/17			9,000,000			10,380,366
NGPL Pipeco LLC, 6.514%, 12/15/12 (a)			1,800,000			1,900,370
Noble Group, 4.875%, 08/15/15 (a)			1,000,000			1,036,982
Novatek Finance, Ltd., 5.326%, 02/03/16 (a)			400,000			415,866
Odebrecht Drill VIII/IX, Ltd., 6.350%, 06/30/21 (a)			400,000			423,400
Peabody Energy Corp., 7.875%, 11/01/26 (a)			700,000			791,000
Petrobras International Finance Corp., 3.875%, 01/27/16			3,300,000			3,361,967
Petrobras International Finance Corp., 5.875%, 03/01/18			2,300,000			2,465,209
Petroleos Mexicanos, 8.000%, 05/03/19			5,100,000			6,191,400
Philip Morris International, Inc., 5.650%, 05/16/18			1,000,000			1,131,450
Qtel International Finance, Ltd., 4.750%, 02/16/21 (a)			200,000			189,977
Ras Laffan Liquefied Natural Gas Co., Ltd, 5.298%, 09/30/20 (a)			829,530			878,058
Rohm & Haas Holdings, 6.000%, 09/15/17			1,100,000			1,235,533
Sonat, Inc., 7.625%, 07/15/11			1,300,000			1,320,367
Sydney Airport Finance Co., Proprietary Ltd., 5.125%, 02/22/21 (a)			300,000			299,588
Tennessee Gas Pipeline Co., 7.000%, 10/15/28			6,145,000			6,964,141
Time Warner, Inc., 5.875%, 11/15/16			1,200,000			1,361,514
Total Capital SA, 4.450%, 06/24/20			500,000			520,481
Transocean, Inc., Series B, 1.500%, 12/15/3714			6,800,000	2		6,800,000
United Airlines, Inc., 10.400%, 11/01/16			472,153			540,616
UnitedHealth Group, Inc., 4.875%, 02/15/13			1,600,000			1,701,624
Vale Overseas, Ltd., 6.250%, 01/23/17			500,000			566,811
Vale Overseas, Ltd., 6.875%, 11/21/36			500,000			538,237
Verizon Wireless Capital LLC, 5.250%, 02/01/12			9,300,000			9,625,407
Total Industrials						88,646,632
Utilities - 0.5%
Enel Finance International SA, 6.800%, 09/15/37 (a)			1,800,000			1,892,358
Entergy Corp., 3.625%, 09/15/15			2,200,000			2,192,456
Majapahit Holding, B.V., 7.750%, 01/20/20			700,000			812,000
NRG Energy, Inc., 8.250%, 09/01/20			1,500,000			1,586,250
Total Utilities						6,483,064
Total Corporate Bonds (cost $401,358,047)						421,352,764
Foreign Government and Agency Obligations - 4.1%
Banco Nacional de Desenvolvimento Economico e Social, 4.125%, 09/15/17 (a)	EUR		400,000			567,755
Brazil Notas do Tesouro Nacional, Series F, 10.000%, 01/01/12	BRL		14,700	15		95,003
Brazil Notas do Tesouro Nacional, Series F, 10.000%, 01/01/17	BRL		150,000	15		886,723
Canada Government Bond, 1.500%, 12/01/12	CAD		1,200,000			1,266,231
Canada Government Bond, 1.750%, 03/01/13	CAD		2,000,000			2,115,796
Canada Government Bond, 2.000%, 08/01/13	CAD		2,100,000			2,227,156

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

8

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
Foreign Government and Agency Obligations - 4.1% (continued)
Canada Government Bond, 2.000%, 12/01/14	CAD		4,000,000	$	4,193,585
Canada Government Bond, 2.250%, 08/01/14	CAD		800,000		847,959
Canada Government Bond, 2.500%, 09/01/13	CAD		3,200,000		3,429,816
Canada Government Bond, 3.000%, 12/01/15	CAD		400,000		432,164
Canada Government Bond, 4.500%, 06/01/15	CAD		400,000		458,029
Canada Housing Trust, 2.750%, 12/15/15 (a)	CAD		1,300,000		1,376,586
Canada Housing Trust, 3.350%, 12/15/20 (a)	CAD		2,500,000		2,591,687
Canada Housing Trust, 3.950%, 12/15/11 (a)	CAD		300,000		322,354
Canada Housing Trust, 4.000%, 06/15/12 (a)	CAD		1,900,000		2,063,804
Canada Housing Trust, 4.550%, 12/15/12 (a)	CAD		2,800,000		3,094,545
Canada Housing Trust, 4.800%, 06/15/12 (a)	CAD		1,500,000		1,643,334
Export-Import Bank of China, The, 4.875%, 07/21/15 (a)		$	300,000		326,000
Export-Import Bank of Korea, The, 4.000%, 01/29/21			400,000		368,071
Export-Import Bank of Korea, The, 5.125%, 06/29/20			700,000		711,614
Export-Import Bank of Korea, The, 8.125%, 01/21/14			1,000,000		1,150,547
Korea Development Bank, The, 4.375%, 08/10/15			3,500,000		3,674,058
Korea Finance Corp., 3.250%, 09/20/16			800,000		783,141
Korea Housing Finance, 4.125%, 12/15/15 (a)			500,000		515,667
Mexican Bonos, 6.000%, 06/18/15	MXN		10,000,000		857,726
Ontario, Province of, 1.375%, 01/27/14			1,800,000		1,812,785
Ontario, Province of, 4.200%, 03/08/18	CAD		200,000		221,278
Ontario, Province of, 4.200%, 06/02/20	CAD		1,600,000		1,730,787
Ontario, Province of, 4.300%, 03/08/17	CAD		600,000		671,652
Ontario, Province of, 4.400%, 06/02/19	CAD		1,400,000		1,551,001
Ontario, Province of, 4.700%, 06/02/37	CAD		2,600,000		2,812,996
Ontario, Province of, Series MTN, 5.500%, 06/02/18	CAD		400,000		474,673
Ontario, Province of, Series MTN, 4.600%, 06/02/39	CAD		700,000		748,090
Panama Government Bond, 7.250%, 03/15/15			200,000		235,200
Quebec, Province of, 4.500%, 12/01/16	CAD		100,000		113,035
Russia Government Bond, 3.625%, 04/29/15			200,000		203,400
Societe Financement de l’Economie Francaise, 0.476%, 07/16/12, (07/18/11) (a)4			1,000,000		1,003,640
Spain Government Bond, 4.650%, 07/30/25	EUR		1,000,000		1,329,645
United Mexican States, 6.050%, 01/11/40			800,000		834,000
Total Foreign Government and Agency Obligations (cost $46,827,359)					49,741,533
U.S. Government and Agency Obligations - 27.4%
Federal Home Loan Mortgage Corporation - 6.5%
FHLMC, 0.369%, 07/15/19 to 08/15/19, (05/15/11)4			3,986,165		3,978,407
FHLMC, 0.519%, 05/15/36, (05/15/11)4			1,148,403		1,150,314
FHLMC, 0.719%, 09/15/30, (05/15/11)4			38,397		38,559
FHLMC, 2.807%, 07/01/30, (07/01/11)4			2,429		2,467
FHLMC, 3.044%, 11/01/34, (09/01/11)4			1,608,334		1,694,333

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

9

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Federal Home Loan Mortgage Corporation - 6.5% (continued)
FHLMC, 4.500%, 07/01/40	$	279,470	$	288,121
FHLMC, 4.500%, TBA		7,000,000		7,193,592
FHLMC, 5.039%, 08/01/35, (08/01/15)4		147,093		155,765
FHLMC, 5.500%, 08/01/37 to 12/01/38		28,198,265		30,354,216
FHLMC, 6.000%, 02/01/16 to 09/01/16		79,755		86,602
FHLMC, 6.500%, 01/01/26 to 08/15/31		5,728,398		6,288,588
FHLMC, 7.000%, 11/15/20		19,142		20,828
FHLMC, 7.500%, 08/15/30		263,913		308,520
FHLMC Gold Pool, 5.500%, 08/01/10		955,018		1,027,961
FHLMC Gold Pool, 6.000%, 05/01/16 to 02/01/38		23,630,937		25,850,162
FHLMC Structured Pass Through Securities, 1.512%, 02/25/45, (06/01/11)4		153,513		151,121
Total Federal Home Loan Mortgage Corporation				78,589,556
Federal National Mortgage Association - 18.6%
FNMA, 0.273%, 12/25/36, (05/25/11)4		463,237		455,714
FNMA, 0.523%, 04/25/37, (05/25/11)4		987,310		988,273
FNMA, 0.663%, 09/25/35, (05/25/11)4		1,812,489		1,822,502
FNMA, 1.512%, 07/01/44, (05/01/11)4		208,049		208,373
FNMA, 2.538%, 05/25/35, (05/25/11)4		201,758		206,998
FNMA, 2.684%, 06/01/35, (06/01/11)4		2,926,275		3,052,311
FNMA, 2.763%, 09/01/35, (07/01/11)4		1,366,684		1,438,364
FNMA, 3.500%, 07/01/11		47,408		47,991
FNMA, 3.754%, 05/01/36, (05/01/11)4		1,222,883		1,226,804
FNMA, 4.000%, 10/01/25		2,905,038		3,017,170
FNMA, 4.036%, 05/01/36, (05/01/11)4		665,706		692,236
FNMA, 4.500%, 01/01/23 to 09/01/40		7,610,697		7,988,044
FNMA, 4.500%, TBA		104,000,000		107,021,988
FNMA, 5.000%, 04/25/33 to 03/01/35		34,467,126		36,361,222
FNMA, 5.000%, 05/01/35, (05/01/15)4		190,596		202,787
FNMA, 5.500%, 02/01/17 to 09/01/38		8,015,284		8,671,190
FNMA, 5.500%, TBA		6,300,000		6,781,358
FNMA, 6.000%, 03/01/17 to 08/01/39		28,265,105		30,980,762
FNMA, 6.000%, TBA		6,900,000		7,545,799
FNMA, 6.500%, 06/12/33		4,000,000		4,484,377
FNMA, 7.200%, 05/25/23		552,717		623,645
FNMA Pool, 5.500%, 03/01/38		805,561		871,746
FNMA Pool, 6.500%, 11/01/35		256,148		288,930
FNMA Whole Loan, 6.377%, 12/25/425		279,051		308,308
Total Federal National Mortgage Association				225,286,892
Government National Mortgage Association - 0.6%
GNMA, 2.125%, 11/20/24 to 11/20/29, (01/01/12)4		293,188		302,920
GNMA, 2.625%, 08/20/25, (10/01/11)4		21,906		22,634

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

10

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Government National Mortgage Association - 0.6% (continued)
GNMA, 3.375%, 04/20/21 to 03/20/24, (04/01/12)4	$	40,000	$	41,706
GNMA, 6.500%, 06/20/28		701,354		773,768
GNMA, 6.750%, 10/16/40		5,207,412		5,755,465
Total Government National Mortgage Association				6,896,493
U.S. Treasury Obligations - 1.7%
U.S. Treasury Inflation Protected Securities, 1.750%, 01/15/28		633,624		663,771
U.S. Treasury Inflation Protected Securities, 2.000%, 01/15/267		4,235,746		4,636,155
U.S. Treasury Inflation Protected Securities, 2.375%, 01/15/25 to 01/15/27		5,824,875		6,673,021
U.S. Treasury Inflation Protected Securities, 2.500%, 01/15/29		4,637,025		5,401,049
U.S. Treasury Inflation Protected Securities, 3.875%, 04/15/29		2,153,248		2,955,501
Total U.S. Treasury Obligations				20,329,497
Total U.S. Government and Agency Obligations (cost $328,628,430)				331,102,438
Asset-Backed Securities - 2.5%
Ally Autos Receivable Trust, Series 2009-A, Class A2, 1.320%, 03/15/12 (a)		83,462		83,496
Amortizing Residential Collateral Trust, 0.793%, 07/25/32, (05/25/11)4		77,398		70,428
Bear Stearns Asset-Backed Securities, Inc., 0.293%, 10/25/36, (05/25/11)4		177,794		170,906
Citibank Omni Master Trust, Series 2009 A8, Class A8, 2.319%, 05/16/16, (05/16/11) (a)4		4,900,000		4,971,703
EMC Mortgage Loan Trust, Class A, 0.583%, 05/25/40, (05/25/11) (a)4		833,098		691,877
First Franklin Mortgage Loan Asset Backed Certificates, Series 2006-FF15, Class A3, 0.263%, 11/25/36, (05/25/11) (a)4		127,126		126,235
First NLC Trust, 0.283%, 08/25/37, (05/25/11) (a)4		828,350		512,293
Fremont Home Loan Trust, 0.273%, 01/25/37, (05/25/11)4		148,637		139,214
HSI Asset Securitization Corp. Trust, 0.263%, 12/25/36, (05/25/11)4		30,402		30,159
Long Beach Mortgage Loan Trust, 0.773%, 10/25/34, (05/25/11)4		55,661		45,695
Morgan Stanley IXIS Real Estate Capital Trust, Series 2006-2, Class 1, 0.263%, 11/25/36, (05/25/11)4		12,531		12,094
Park Place Securities, Inc., Series 2005-WCW1, Class A1B, 0.473%, 09/25/35, (05/25/11)4		1,587,551		1,441,474
Securitized Asset Backed Receivables LLC Trust, 0.273%, 12/25/36, (05/25/11)4		492,726		170,411
Securitized Asset Backed Receivables LLC Trust, Series 2007-NC2, Class A2A, 0.253%,01/25/37, (05/25/11)4		422,105		403,962
Structured Asset Securities Corp., 0.263%, 10/25/36, (05/25/11)4		63,441		63,213
Structured Asset Securities Corp., 0.503%, 01/25/33, (05/25/11)4		57,718		52,609
U.S. Small Business Administration Participation Certificates, Series 2003-20I, Class 1, 5.130%, 09/01/23		92,071		98,509
U.S. Small Business Administration Participation Certificates, Series 2007-20K, Class 1, 5.510%, 11/01/27		4,010,740		4,361,396
U.S. Small Business Administration Participation Certificates, Series 2008-10E, Class 1, 5.110%, 09/01/18		2,620,349		2,824,764
U.S. Small Business Administration Participation Certificates, Series 2008-20I, 5.600%, 09/01/28		7,866,015		8,501,726
U.S. Small Business Administration Participation Certificates, Series 2009-20E, Class 1, 4.430%, 05/01/29		4,834,867		5,083,095
U.S. Small Business Administration Surety Bonds, 6.344%, 08/01/11		59,182		60,098
Total Asset-Backed Securities (cost $29,451,323)				29,915,357
Mortgage-Backed Securities - 5.9%
American Home Mortgage Investment Trust, 2.213%, 02/25/45, (06/01/11)4		606,253		552,473
Arran Residential Mortgages Funding PLC, Series 2010 1A, Class A1B, 2.291%, 05/16/47, (05/16/11) (a)4		927,703		1,375,695
Arran Residential Mortgages Funding PLC, Series 2010 1A, Class A2B, 2.491%, 05/16/47, (05/16/11) (a)4		2,000,000		2,968,546

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

11

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
Mortgage-Backed Securities - 5.9% (continued)
Banc of America Funding Corp., 2.813%, 05/25/355		$	877,837	$	853,894
Bear Stearns Adjustable Rate Mortgage Trust, 2.726%, 04/25/335			317,217		312,011
Bear Stearns Adjustable Rate Mortgage Trust, 3.324%, 11/25/305			19,744		19,834
Bear Stearns Adjustable Rate Mortgage Trust, 5.676%, 02/25/335			50,443		50,345
Bear Stearns Adjustable Rate Mortgage Trust, Series 2005-2, Class A2, 2.731%, 03/25/35, (12/25/11)4			5,812,399		5,572,245
Bear Stearns Adjustable Rate Mortgage Trust, Series 2005-5, Class A2, 2.400%, 08/25/35, (06/01/11)4			12,714,203		12,096,629
Bear Stearns Adjustable Rate Mortgage Trust, Series 2005-12, Class 13A1, 2.710%, 03/25/35, (06/01/11)4			9,692,318		9,329,040
Bear Stearns Adjustable Rate Mortgage Trust, Series 2005-12, Class 13A1, 5.375%, 02/25/365			316,099		286,116
Bear Stearns Alt-A Trust, 2.629%, 05/25/355			1,412,310		1,174,971
Bear Stearns Alt-A Trust, Series 2005-7, Class 22A1, 2.935%, 09/25/355			699,367		539,432
Bear Stearns Commercial Mortgage Securities, Series 2007-PW18, Class A4, 5.700%, 06/13/50			2,800,000		3,062,954
Citigroup Mortgage Loan Trust, Inc., Series 2005-6, Class A1, 2.370%, 08/25/35, (10/25/11)4			6,785,346		6,390,018
Citigroup Mortgage Loan Trust, Inc., Series 2005-11, Class 2A1, 2.670%, 12/25/35, (06/01/11)4			381,664		366,221
Countrywide Alternative Loan Trust, 0.393%, 05/25/47, (05/25/11)4			1,365,713		791,930
Countrywide Home Loans, Inc., 3.017%, 02/20/36, (09/20/11)4			422,383		348,742
European Loan Conduit, Series 25X, Class A, 1.243%, 05/15/19, (05/16/11)4	EUR		171,566		234,775
Greenpoint Mortgage Funding Trust, 0.293%, 10/25/46, (05/25/11)4			350,930		327,149
Greenpoint Mortgage Funding Trust, 0.293%, 01/25/47, (05/25/11)4			333,818		310,594
GS Mortgage Securities Corp., 1.142%, 03/06/20, (05/06/11) (a)4			2,162,845		2,139,327
GSR Mortgage Loan Trust, Series 2005-AR7, Class 6A1, 5.176%, 11/25/355			1,335,008		1,300,333
IndyMac Index Mortgage Loan Trust, Series 2005-AR31, Class 1A1, 2.540%, 01/25/365			1,630,169		1,017,504
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP9, Class A3, 5.336%, 05/15/47			2,100,000		2,258,930
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2010-C2, Class A3, 4.070%, 11/15/43 (a)			2,000,000		1,964,016
JPMorgan Mortgage Trust, Series 2005-A1, Class 6T1, 5.023%, 02/25/35			683,195		693,290
Merrill Lynch Mortgage Investors, Inc., Series 2005-A10, Class A, 0.423%, 02/25/36, (05/25/11)4			858,366		649,042
MLCC Mortgage Investors, Inc., Series 2005-3, Class 4A, 0.463%, 11/25/35, (05/25/11)4			194,469		171,214
Morgan Stanley Capital I, Series 2007-IQ16, Class A4, 5.809%, 12/12/49			3,000,000		3,318,843
Prime Mortgage Trust, 0.613%, 02/25/19, (05/25/11)4			21,850		21,328
Prime Mortgage Trust, 0.613%, 02/25/34, (05/25/11)4			177,827		162,118
Structured Asset Mortgage Investments, Inc., 0.874%, 09/19/32, (05/19/11)4			381,313		340,460
Structured Asset Mortgage Investments, Inc., Series 2005-AR5, Class A2, 0.464%, 07/19/35, (05/19/11)4			923,121		803,011
Structured Asset Securities Corp., 2.314%, 01/25/325			22,802		19,839
Structured Asset Securities Corp., 2.768%, 10/25/35 (a)5			755,109		619,261
Thornburg Mortgage Securities Trust, 0.323%, 11/25/46, (05/25/11)4			840,924		831,333
Wachovia Bank Commercial Mortgage Trust, 0.299%, 06/15/20, (05/15/11) (a)4			2,490,890		2,336,474
Wachovia Bank Commercial Mortgage Trust, Series 2006-WL7A, Class A1, 0.309%, 09/15/21, (05/15/11) (a)4			4,333,354		4,297,985
Washington Mutual Mortgage Pass-Through, 1.506%, 11/25/42, (06/01/11)4			148,515		131,178
Washington Mutual Mortgage Pass-Through, 2.140%, 02/25/315			3,501		3,277
Washington Mutual Mortgage Pass-Through, Series 2005-AR13, Class A1A1, 0.503%, 10/25/45, (05/25/11)4			319,499		269,593
Wells Fargo Mortgage Backed Securities Trust, Series 2006-AR2, Class 2A1, 2.767%, 03/25/365			1,707,756		1,508,399
Total Mortgage-Backed Securities (cost $73,993,799)					71,820,369

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

12

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Municipal Bonds - 3.7%
American Municipal Power, Inc., Combined Hydroelectric Projects Revenue, Taxable Build America, Series 2010 B, 8.084%, 12/15/50	$	1,000,000	$	1,171,240
Buckeye Tobacco Settlement Financing Authority, Tobacco Settlement Asset-Backed Bonds, Series 2007 A-2, 5.875%, 06/01/30		1,000,000		723,160
California Infrastructure & Economic Development Bank Revenue, UCSF Neurosciences Building 19A, Taxable Build America, Series 2010 B, 6.486%, 05/15/49		1,000,000		1,024,460
California State General Obligation, 5.650%, 04/01/39		1,200,000		1,272,528
California State General Obligation, 7.500%, 04/01/34		1,300,000		1,453,686
California State General Obligation, 7.550%, 04/01/39		1,300,000		1,474,655
California State General Obligation, 7.600%, 11/01/40		1,000,000		1,143,560
California State General Obligation, 7.950%, 03/01/36		1,100,000		1,197,218
California State University Systemwide Revenue, Series 2009 A, 5.250%, 11/01/38		500,000		468,945
California State University Systemwide Revenue, Taxable Build America, Series 2010 B, 6.434%, 11/01/30		700,000		718,172
Calleguas-Las Virgenes, CA Public Financing Authority Water Revenue, Calleguas Municipal Water District, Taxable Build America, Series 2010 B, 5.944%, 07/01/40		1,000,000		1,003,090
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Pension Funding, Series 2008 A, 6.300%, 12/01/21		100,000		106,108
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Pension Funding, Series 2008 A, 6.899%, 12/01/40		1,600,000		1,676,864
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Retiree Health Care, Series 2008 B, 6.300%, 12/01/21		200,000		212,216
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Retiree Health Care, Series 2008 B, 6.899%, 12/01/40		1,700,000		1,781,668
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Taxable Build America, Series 2010 B, 6.200%, 12/01/40		1,000,000		953,390
Clark County, NV Airport Revenue, Taxable Direct Payment Build America, Series C, 6.820%, 07/01/45		800,000		847,528
Illinois Municipal Electric Agency Power Supply System Revenue, Series C, 6.832%, 02/01/35		800,000		848,168
Illinois State General Obligation, 4.071%, 01/01/14		1,200,000		1,236,288
Illinois State General Obligation, Taxable Build America, Series 2010-3, 6.725%, 04/01/35		400,000		403,916
Los Angeles County Public Works Financing Authority Revenue, Multiple Capital Projects I, Series 2010 B, Taxable Build America, 7.488%, 08/01/33		200,000		215,750
Los Angeles County Public Works Financing Authority Revenue, Multiple Capital Projects I, Series 2010 B, Taxable Build America, 7.618%, 08/01/40		300,000		324,450
Los Angeles, CA Unified School District General Obligation, Series A-1, 4.500%, 07/01/22 (AGM Insured)11		3,600,000		3,657,888
Los Angeles, CA Unified School District General Obligation, Taxable Build America, Series 2010 RY, 6.758%, 07/01/34		4,000,000		4,412,040
Los Angeles, CA Wastewater System Revenue, Series 2010 A, 5.713%, 06/01/39		1,000,000		978,990
New Jersey State Turnpike Authority Revenue, Series 2010 A, 7.102%, 01/01/41		800,000		902,296
New York City Municipal Finance Authority Revenue, Water and Sewer System General Resolution, Taxable Build America, Series 2010 GG, 5.724%, 06/15/42		5,000,000		5,105,400
New York City Municipal Finance Authority Revenue, Water and Sewer System Second General Resolution, Taxable Build America, Series 2011 CC, 5.882%, 06/15/44		1,100,000		1,129,436
New York City Municipal Finance Authority Revenue, Water and Sewer System Second General Resolution, Taxable Build America, Series 2011 CC, 6.282%, 06/15/42		1,100,000		1,113,508
North Carolina Turnpike Authority State Annual Appropriation Revenue, Triangle Expressway System, Taxable Build America, Series 2009 B, 6.700%, 01/01/39		900,000		944,325

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

13

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount			Value
Municipal Bonds - 3.7% (continued)
Public Power Generation Agency Revenue, Whelan Energy Center Unit 2, Taxable Build America, Series 2009 A, 7.242%, 01/01/41	$	1,200,000		$	1,215,552
San Francisco Bay Area Toll Authority Subordinate Toll Bridge Revenue, Series 2010 S-1, 7.043%, 04/01/50		900,000			945,558
Texas State Transportation Commission Mobility Fund, Series 2005 A, 4.750%, 04/01/35		700,000			700,462
Truckee Meadows Water Authority Water Revenue, Series 2005 A, 5.000%, 07/01/36 (NATL-RE)11		200,000			193,862
University of California General Revenue, Taxable Build America, Series 2009 R, 6.270%, 05/15/31		2,500,000			2,564,849
University of California Medical Center Regents Revenue, Series 2010 H, 6.398%, 05/15/31		200,000			202,882
University of California Medical Center Regents Revenue, Series 2010 H, 6.548%, 05/15/48		300,000			301,848
Total Municipal Bonds (cost $42,576,341)					44,625,956
Municipal Closed-End Bond Funds - 0.5%	Shares
Dreyfus Municipal Income, Inc.		37,500			321,375
DWS Municipal Income Trust		55,000	2		644,050
Invesco Van Kampen Advantage Municipal Income Trust II		61,796			691,497
Invesco Van Kampen Trust for Investment Grade Municipals		55,000	2		724,350
MFS Municipal Income Trust		53,800	2		342,168
Nuveen Performance Plus Municipal Fund		55,000	2		733,150
Nuveen Premium Income Municipal Fund II		55,000			718,850
Nuveen Premium Income Municipal Fund IV		55,000			634,150
Nuveen Quality Income Municipal Fund		55,000	2		717,200
Putnam Municipal Opportunities Trust		33,648	2		362,726
Total Municipal Closed-End Bond Funds (cost $6,544,611)					5,889,516
Preferred Stocks - 1.0%
Bank of America Corp., Series L, 7.250%. Exercise Price $50.00, Expiration Date 12/31/4914		7,000			7,308,000
DG Funding Trust, 0.699%, 03/31/11 (a)5,8,9		573			4,349,301
Total Preferred Stocks (cost $12,745,273)					11,657,301
Purchased Options - 0.0%#	Notional Amount
1-Year Interest Rate Swap (Call), Counterparty RBS, Receive Floating 3-Month USD-LIBOR, Exercise Rate 1.250%, Expiration 04/30/12 (cost $68,270)	$	17,300,000			67,435
Short-Term Investments - 40.9%
Certificates of Deposit - 1.3%	Principal Amount
Banco Bradesco, SA, 0.233%, 06/27/11 (a)16		10,900,000			10,895,858
Itau Unibanco, SA, 1.136%, 07/11/1116		4,300,000			4,290,239
Itau Unibanco, SA, 1.470%, 12/05/1116		1,100,000			1,090,342
Total Certificates of Deposit					16,276,439
Commercial Paper - 2.2%
Kells Funding LLC, 0.120%, 05/05/11 (a)16		12,700,000			12,699,746
Nissan Motors, 0.322%, 06/22/1116		1,800,000			1,799,136
Straight-A Funding LLC, 0.130%, 05/02/1116		12,700,000			12,699,873
Total Commercial Paper					27,198,755

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

14

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
Japan Treasury Bills - 10.1%
Japan Treasury Bills, Series 183, 0.108%, 07/11/11	JPY		10,000,000	$	123,255
Japan Treasury Bills, Series 185, 0.105%, 06/02/11	JPY		3,910,000,000		48,198,541
Japan Treasury Bills, Series 186, 0.106%, 07/19/11	JPY		5,740,000,000		70,746,040
Japan Treasury Bills, Series 188, 0.103%, 07/25/11	JPY		210,000,000		2,588,275
Japan Treasury Bills, Series 189, 0.104%, 08/01/11	JPY		50,000,000		616,244
Total Japan Treasury Bills					122,272,355
Repurchase Agreements - 12.8%
TD Securities (USA) LLC, dated 04/28/11, due 05/02/11, 0.04%, total to be received $71,400,238, (collateralized by $73,285,556 U.S. Treasury Bonds, 4.375% - 4.500%, due 8/15/39 to 11/15/39)		$	71,400,000		71,400,000
TD Securities (USA) LLC, dated 04/29/11, due 05/02/11, 0.06%, total to be received $83,600,139, (collateralized by $85,357,843 U.S. Treasury Notes, 0.750% - 1.000%, due 09/30/11 to 05/31/12)			83,600,000		83,600,000
Total Repurchase Agreements					155,000,000
U.S. Treasury Bills - 12.4%
U.S. Treasury Bills, 0.138%, 07/14/11			1,600,000		1,599,952
U.S. Treasury Bills, 0.158%, 07/07/117,13			22,800,000		22,799,361
U.S. Treasury Bills, 0.170%, 08/04/117			109,000,000		108,990,081
U.S. Treasury Bills, 0.175%, 08/18/11			230,000		229,968
U.S. Treasury Bills, 0.298%, 07/28/11			16,100,000		16,098,759
Total U.S. Treasury Bills					149,718,121
Other Investment Companies - 2.1%1		Shares
BNY Institutional Cash Reserves Fund, Series B*3,10			643,217		513,851
BNY Mellon Overnight Government Fund, 0.05%3			8,876,798		8,876,798
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%12			15,578,803		15,578,803
Total Other Investment Companies					24,969,452
Total Short-Term Investments (cost $492,254,872)					495,435,122
Total Investments- 120.9% (cost $1,433,109,001)					1,464,292,793
Other Assets, less Liabilities - (20.9)%					(253,272,740	)
Net Assets - 100.0%				$	1,211,020,053

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

15

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (unaudited)

Note: Based on the cost of investments of $1,433,259,894 for Federal income tax purposes at April 30, 2011, the aggregate gross unrealized appreciation and depreciation were $50,935,771 and $19,902,872, respectively, resulting in net unrealized appreciation of investments of $31,032,899.

* Non-income-producing security.

# Rounds to less than 0.1%.

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified buyers. At April 30, 2011, the value of these securities amounted to $181,002,435, or 14.9 % of net assets.

¹  Yield shown for each investment company listed represents the April 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, amounting to a market value of $9,255,214, or 0.8% of net assets, were out on loan to various brokers.

³  Collateral received from brokers for securities lending was invested in this short-term investment.

⁴  Floating Rate Security. The rate listed is as of April 30, 2011. Date in parentheses represents the security’s next coupon rate reset.

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

⁶  Perpetuity Bond. The date shown is the final call date.

⁷  Some or all of this security is held as collateral for futures contracts, amounting to a market value of $4,951,065, or 0.4% of net assets.

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 Fund may not invest more than 15% of its net assets in illiquid securities. At April 30, 2011, the value of these securities amounted to $21,592,170, or 1.8%.

⁹  Security is in default. Issuer has failed to make a timely payment of either principal or interest or has failed to comply with some provision of the bond indenture.

¹⁰  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 4 in the Notes to Financial Statements.)

¹¹  Securities in the portfolio were backed by insurance of financial institutions and financial guaranty assurance agencies amounted to $3,851,750, or 0.3% of net assets.

¹²  Collateral received from brokers for swap contracts in the amount of $5,810,000, or 0.5% of net assets, were invested in this short-term investment.

¹³  Collateral segregated with brokers for swap contracts, amounting to a market value of $501,000, or rounds to less than 0.1% of net assets.

¹⁴  Convertible Security. A corporate bond or preferred stock, 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 and Convertible Preferred Stocks at April 30, 2011, amounted to $6,800,000, or 0.6% of net assets, and $7,308,000, or 0.6% of net assets, respectively.

¹⁵  Principal amount is stated in BRL Units.

¹⁶  Represents yield to maturity at April 30, 2011.

Investment Definitions and Abbreviations:

AGM:	Assured Guaranty Municipal Corp.
EMTN:	European Medium Term Note
FHLMC:	Federal Home Loan Mortgage Corp.
FNMA:	Federal National Mortgage Association
GMTN:	Global Medium Term Note
GNMA:	Government National Mortgage Association
LIBOR:	London Interbank Offered Rate
MTN:	Medium Term Note
NATL-RE:	National Public Finance Guarantee Corp.
RBS:	Royal Bank of Scotland
TBA:	To Be Announced
Currency Abbreviations have been used throughout the portfolio to indicate amounts shown in currencies other than the U.S. dollar (USD):
BRL:	Brazilian Real
CAD:	Canadian Dollar
EUR:	Euro
GBP:	British Pound
JPY:	Japanese Yen
MXN:	Mexican Peso

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

16

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

The following table summarizes the inputs used to value the Fund’s net assets by the above fair value hierarchy levels as of April 30, 2011: (See Note 1 (a) in the Notes to the 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 PIMCO Bond Fund
Investments in Securities
Bank Loan Obligations		—	$	2,685,002			—	$	2,685,002
Corporate Bonds†		—		421,352,764			—		421,352,764
Foreign Government and Agency Obligations		—		49,741,533			—		49,741,533
U.S. Government and Agency Obligations
Federal Home Loan Mortgage Corporation		—		78,589,556			—		78,589,556
Federal National Mortgage Association		—		225,286,892			—		225,286,892
Government National Mortgage Association		—		6,896,493			—		6,896,493
U.S. Treasury Obligations		—		20,329,497			—		20,329,497
Asset-Backed Securities		—		29,915,357			—		29,915,357
Mortgage-Backed Securities		—		71,820,369			—		71,820,369
Municipal Bonds		—		44,625,956			—		44,625,956
Municipal Closed-End Bond Funds	$	5,889,516		—			—		5,889,516
Preferred Stocks		—		11,657,301			—		11,657,301
Purchased Options		—		67,435			—		67,435
Short-Term Investments
Certificates of Deposit		—		16,276,439			—		16,276,439
Commercial Paper		—		27,198,755			—		27,198,755
Japan Treasury Bills		—		122,272,355			—		122,272,355
Repurchase Agreements		—		155,000,000			—		155,000,000
U.S. Treasury Bills		—		149,718,121			—		149,718,121
Other Investment Companies		24,969,452		—			—		24,969,452
Total Investments in Securities	$	30,858,968	$	1,433,433,825			—	$	1,464,292,793
Derivatives††
Credit Contracts		—	$	1,444,996			—	$	1,444,996
Foreign Exchange Contracts		—		(263,346	)		—		(263,346	)
Interest Rate Contracts	$	3,076,398		871,558			—		3,947,956
Total Derivatives	$	3,076,398	$	2,053,208			—	$	5,129,606

† 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.

†† 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 April 30, 2011, the Fund had no significant transfers between Level 1 and Level 2 from the beginning of the reporting period.

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

17

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

The following schedule is the fair values of derivative instruments at April 30, 2011:

	Asset Derivatives			Liability Derivatives
Derivatives not accounted for as hedging instruments	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Credit contracts	Unrealized appreciation on swap contracts	$	1,449,063	Unrealized depreciation on swap contracts	$	4,067
Interest rate contracts	Unrealized appreciation on swap contracts		1,707,162	Unrealized depreciation on swap contracts		1,730,694
Interest rate contracts	—		—	Options written		2,891,474
Interest rate contracts	Variation margin receivable on futures contracts*		7,381	Variation margin payable on futures contracts*		162,218
Foreign exchange contracts	Unrealized appreciation of foreign currency contracts		5,826,882	Unrealized depreciation of foreign currency contracts		6,090,228
Totals		$	8,990,488		$	10,878,681

* Includes only the current day’s variation margin. Prior variation margin movements have been reflected in cash on the Statement of Assets and Liabilities upon receipt or payment.

For the period ended April 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:

Derivatives not accounted for as hedging instruments	Futures			Forward  Currency Contracts			Options			Swaps			Total
Credit contracts		—			—			—		$	1,140,098		$	1,140,098
Foreign exchange contracts		—		($	102,254	)		—			—			(102,254	)
Interest rate contracts	($	909,239	)		—		$	1,062,594			(2,459,339	)		(2,305,984	)
Totals	($	909,239	)	($	102,254	)	$	1,062,594		($	1,319,241	)	($	1,268,140	)
The change in unrealized gain/ (loss) on derivatives recognized in income were as follows:
Derivatives not accounted for as hedging instruments	Futures			Forward Currency Contracts			Options			Swaps			Total
Credit contracts		—			—			—		($	317,326	)	($	317,326	)
Foreign exchange contracts		—		$	1,877,211			—			—			1,877,211
Interest rate contracts	$	2,058,945			—		($	1,593,339	)		(1,576,608	)		(1,111,002	)
Totals	$	2,058,945		$	1,877,211		($	1,593,339	)	($	1,893,934	)	$	448,883

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

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

Principal/Share Amount		Security	Current Liability
$	6,800,000	FNMA, 4.500%, 05/15/35	$	6,998,689
	3,000,000	FNMA, 5.000%, 11/01/40		3,166,875
	5,100,000	U.S. Treasury Notes, 2.625%, 11/15/20		4,825,875
	Total		$	14,991,439

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

18

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

At April 30, 2011, the Fund had the following futures contracts:

(See Note 9 in the Notes to the Financial Statements.)

Type	Number of Contracts		Position		Expiration Date		Unrealized Gain/(Loss)
90-Day Eurodollar		6,182		Long		09/19/11 to 09/17/12	$	3,144,898
U.S. Treasury 2-Year Note		107		Long		06/30/11		113,688
U.S. Treasury 10-Year Note		79		Short		06/21/11		(182,188	)
Total							$	3,076,398

At April 30, 2011, the Fund had the following swap contracts:

(See Note 10 in the Notes to the Financial Statements.)

Pay/Receive Floating Rate	Floating Rate Index		Fixed Rate			Counterparty		Maturity		Currency		Notional Amount		Net  Premiums Paid/(Received)			Unrealized Gain/(Loss)
Interest Rate Swaps
Pay		1-Year BRL-CDI		10.575	%		BRC		01/02/12		BRL	$	6,700,000	($	5,135	)	($	68,673	)
Pay		1-Year BRL-CDI		10.60	%		BRC		01/02/12		BRL		900,000		—			2,276
Pay		1-Year BRL-CDI		10.60	%		JPM		01/02/12		BRL		600,000		—			1,517
Pay		1-Year BRL-CDI		10.61	%		HSBC		01/02/12		BRL		1,400,000		—			3,748
Pay		1-Year BRL-CDI		11.42	%		UBS		01/02/12		BRL		27,800,000		(2,676	)		107,849
Pay		1-Year BRL-CDI		11.76	%		CITI		01/02/12		BRL		8,200,000		16,034			62,130
Pay		1-Year BRL-CDI		11.95	%		RBS		01/02/13		BRL		5,800,000		4,279			(13,883	)
Pay		1-Year BRL-CDI		11.98	%		MLC		01/02/12		BRL		5,800,000		—			125,270
Pay		1-Year BRL-CDI		12.07	%		RBS		01/02/13		BRL		13,700,000		19,427			(8,211	)
Pay		1-Year BRL-CDI		12.07	%		UBS		01/02/13		BRL		4,900,000		6,916			20,337
Pay		1-Year BRL-CDI		12.08	%		RBS		01/02/12		BRL		8,200,000		6,235			51,429
Pay		1-Year BRL-CDI		12.17	%		JPM		01/02/13		BRL		38,200,000		91,025			179,702
Pay		1-Year BRL-CDI		12.20	%		JPM		01/02/14		BRL		8,100,000		(742	)		37,829
Pay		1-Year BRL-CDI		12.25	%		UBS		01/02/14		BRL		7,000,000		13,057			26,611
Pay		1-Year BRL-CDI		12.48	%		CS		01/02/13		BRL		64,200,000		77,196			339,971
Pay		1-Year BRL-CDI		12.54	%		BRC		01/02/12		BRL		3,400,000		(225	)		108,542
Pay		1-Year BRL-CDI		12.54	%		MLC		01/02/12		BRL		7,300,000		(7,203	)		239,765
Pay		1-Year BRL-CDI		12.54	%		UBS		01/02/12		BRL		3,400,000		(226	)		108,542
Pay		1-Year BRL-CDI		12.55	%		RBS		01/02/13		BRL		3,700,000		11,304			19,124
Pay		1-Year BRL-CDI		14.765	%		HSBC		01/02/12		BRL		300,000		549			18,928
Pay		1-Year BRL-CDI		14.765	%		MLC		01/02/12		BRL		1,200,000		1,405			76,501
Pay		28-Day MXN TIIE		7.33	%		JPM		01/25/15		MXN		14,100,000		(708	)		40,490
Pay		28-Day MXN TIIE		7.34	%		BRC		01/28/15		MXN		47,500,000		(1,175	)		136,601
Pay		3-Month AUD Bank Bill		4.50	%		DUB		06/15/11		AUD		27,000,000		(5,429	)		(27,818	)
Receive		3-Month USD-LIBOR		2.50	%		MSC		06/15/16		USD		2,800,000		20,501			(54,636	)
Receive		3-Month USD-LIBOR		3.50	%		DUB		06/15/21		USD		6,400,000		167,793			(207,192	)
Receive		3-Month USD-LIBOR		3.50	%		JPM		06/15/21		USD		3,500,000		4,560			(26,105	)
Receive		3-Month USD-LIBOR		3.50	%		MSC		06/15/21		USD		600,000		863			(4,556	)
Receive		3-Month USD-LIBOR		3.50	%		UBS		06/15/21		USD		700,000		(301	)		(4,009	)
Receive		3-Month USD-LIBOR		4.25	%		CS		06/15/41		USD		1,000,000		31,396			(40,673	)
Receive		3-Month USD-LIBOR		4.25	%		JPM		06/15/41		USD		3,500,000		37,832			(70,300	)
Receive		3-Month USD-LIBOR		4.25	%		RBS		06/15/41		USD		38,400,000		829,724			(1,185,947	)
Receive		3-Month USD-LIBOR		4.25	%		UBS		06/15/41		USD		400,000		14,980			(18,691	)
Totals														$	1,331,256		($	23,532	)

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

19

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Pay/Receive Fixed Rate	Reference Entity	Fixed Rate			Counterparty	Maturity	Rating††		Currency		Notional Amount		Net  Premiums Paid/(Received)		Unrealized Gain/(Loss)
Credit Default Swaps - Sell Protection†
Receive	Arcelormittal		1.00	%	CS	06/20/11		BBB-		USD	$	500,000	$	25,173	$	1,275
Receive	Brazil Federative Republic Bond		1.00	%	CITI	06/20/11		BBB-		USD		7,300,000		22,042		10,536
Receive	Brazil Federative Republic Bond		1.00	%	CS	06/20/15		BBB-		USD		2,200,000		45,157		55,192
Receive	Brazil Federative Republic Bond		1.00	%	JPM	09/20/15		BBB-		USD		1,400,000		13,668		17,871
Receive	Brazil Federative Republic Bond		1.00	%	UBS	09/20/15		BBB-		USD		1,000,000		8,275		11,277
Receive	Brazil Federative Republic Bond		1.52	%	MSC	01/20/17		BBB-		USD		3,000,000		—		72,807
Receive	Brazil Federative Republic Bond		1.95	%	MSC	08/20/16		BBB-		USD		3,500,000		—		164,713
Receive	CDX.EM.12 Index		5.00	%	DUB	12/20/14		N/A		USD		1,000,000		72,181		44,218
Receive	CDX.EM.13 Index		5.00	%	DUB	12/20/14		N/A		USD		1,000,000		94,650		32,454
Receive	CDX.EM.13 Index		5.00	%	DUB	06/20/15		N/A		USD		5,800,000		592,659		144,547
Receive	CDX.EM.13 Index		5.00	%	JPM	06/20/15		N/A		USD		4,600,000		451,105		133,576
Receive	CDX.EM.14 Index		5.00	%	DUB	03/21/11		N/A		USD		1,000,000		132,603		12,884
Receive	CDX.EM.14 Index		5.00	%	DUB	12/20/15		N/A		USD		3,900,000		450,284		85,809
Receive	CDX.EM.14 Index		5.00	%	JPM	12/20/15		N/A		USD		5,700,000		713,112		70,408
Receive	CDX.EM.14 Index		5.00	%	UBS	12/20/15		N/A		USD		900,000		111,286		12,428
Receive	China Government		1.00	%	RBS	06/20/15		A+		USD		1,900,000		25,715		9,873
Receive	French Republic Government		0.25	%	GS	06/20/11		AAA		USD		3,000,000		78,143		7,359
Receive	French Republic Government		0.25	%	RBS	03/20/11		AAA		USD		1,000,000		31,993		10,754
Receive	French Republic Government		0.25	%	RBS	12/20/15		AAA		USD		1,000,000		17,805		(1,058	)
Receive	French Republic Government		0.25	%	UBS	12/20/15		AAA		USD		1,000,000		18,263		(600	)
Receive	General Electric Capital Corp.		1.00	%	DUB	09/20/11		AA		USD		3,600,000		10,927		25,932
Receive	General Electric Capital Corp.		1.00	%	DUB	03/20/16		AA+		USD		300,000		15,064		15,415
Receive	General Electric Capital Corp.		1.00	%	MSC	06/20/11		AA+		USD		700,000		2,674		2,090
Receive	General Electric Capital Corp.		5.00	%	JPM	09/20/11		AA		USD		2,000,000		16,996		32,618
Receive	Italian Republic Government		1.00	%	DUB	06/20/11		AA-		USD		900,000		23,131		4,483
Receive	Italian Republic Government		1.00	%	GS	06/20/11		AA-		USD		1,000,000		19,394		(1,326	)
Receive	Italian Republic Government		1.00	%	RBS	03/20/11		AA-		USD		5,000,000		183,124		90,297
Receive	Japan Government		1.00	%	JPM	03/20/11		AA-		USD		1,000,000		8,293		4,116
Receive	Merrill Lynch & Co., Inc.		1.00	%	JPM	12/20/11		A		USD		3,000,000		4,773		22,931
Receive	MetLife Inc.		1.00	%	JPM	06/21/11		A-		USD		6,400,000		145,421		73,038
Receive	Mexico Government		1.00	%	BRC	03/20/15		BBB		USD		700,000		11,951		17,367
Receive	Mexico Government		1.00	%	CIT	06/20/11		BBB		USD		8,600,000		—		18,669
Receive	Mexico Government		1.00	%	DUB	03/20/11		BBB		USD		2,400,000		16,970		25,037
Receive	Mexico Government		1.00	%	DUB	03/20/15		BBB		USD		1,100,000		19,165		27,676
Receive	Mexico Government		1.00	%	UBS	09/20/15		BBB		USD		1,000,000		12,371		18,169
Receive	Republic of Kazakhstan		1.00	%	DUB	03/21/11		BBB		USD		1,000,000		28,812		13,704
Receive	Spain Government		1.00	%	CIT	06/20/11		AA		USD		200,000		138,173		17,209
Receive	Spain Government		1.00	%	GS	03/20/11		AA		USD		1,000,000		59,398		(1,083	)
Receive	U.S. Treasury		0.25	%	UBS	09/20/15		AAA		EUR		5,000,000		63,660		24,803
Receive	United Kingdom Gilt		1.00	%	BNP	12/20/14		AAA		USD		200,000		1,085		3,338
Receive	United Kingdom Gilt		1.00	%	BNP	03/20/15		AAA		USD		600,000		2,165		11,327
Receive	United Kingdom Gilt		1.00	%	DUB	03/20/11		AAA		USD		400,000		7,376		1,571
Receive	United Kingdom Gilt		1.00	%	DUB	12/20/14		AAA		USD		1,400,000		7,127		23,837
Receive	United Kingdom Gilt		1.00	%	JPM	12/20/14		AAA		USD		200,000		1,085		3,338

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

20

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Pay/Receive Fixed Rate	Reference Entity		Fixed Rate			Counterparty		Maturity		Rating††		Currency		Notional Amount		Net  Premiums Paid/(Received)		Unrealized Gain/(Loss)
Receive		United Kingdom Gilt		1.00	%		JPM		03/20/15		AAA		USD	$	1,000,000	$	3,246	$	19,241
Receive		United Kingdom Gilt		1.00	%		JPM		06/20/15		AAA		USD		3,900,000		36,027		53,125
Receive		United Kingdom Gilt		1.00	%		JPM		12/20/15		AAA		USD		1,000,000		20,800		1,751
Totals																$	3,763,322	$	1,444,996

† If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (a) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation, or (b) pay a net settlement in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

†† The period end reference entity ratings are included in the equivalent S&P “unaudited” rating category. The reference entity rating represents the likelihood of a potential credit event on the reference entity which would result in a related payment by the Fund.

At April 30, 2011, the Fund had the following written put and call options and swaptions:

(See Note 10 in the Notes to the Financial Statements.)

Pay/Receive Floating Rate	Description	Counterparty		Floating Rate Index		Exercise Rate			Expiration Date		Notional Amount		Premium		Unrealized Gain/(Loss)
Swaptions
Receive	1-Year Interest Rate Swap (Put)		RBS		3-Month USD-LIBOR		1.175	%		11/19/12	$	22,800,000	$	86,070	($	33,743	)
Receive	1-Year Interest Rate Swap (Put)		RBS		3-Month USD-LIBOR		2.000	%		04/30/12		34,600,000		69,200		23,998
Receive	2-Year Interest Rate Swap (Put)		RBS		3-Month USD-LIBOR		2.250	%		09/24/12		74,000,000		577,731		(80,858	)
Receive	3-Year Interest Rate Swap (Put)		DUB		3-Month USD-LIBOR		2.750	%		06/18/12		17,300,000		179,584		29,104
Receive	3-Year Interest Rate Swap (Put)		DUB		3-Month USD-LIBOR		3.000	%		06/18/12		14,000,000		152,410		57,292
Receive	3-Year Interest Rate Swap (Put)		JPM		3-Month USD-LIBOR		3.000	%		06/18/12		37,200,000		376,477		123,733
Receive	3-Year Interest Rate Swap (Put)		RBS		3-Month USD-LIBOR		2.750	%		06/18/12		14,600,000		143,080		16,085
Receive	3-Year Interest Rate Swap (Put)		RBS		3-Month USD-LIBOR		3.000	%		06/18/12		45,100,000		415,009		108,590
Receive	5-Year Interest Rate Swap (Put)		RBS		3-Month USD-LIBOR		3.250	%		07/16/12		3,700,000		92,907		18,570
Receive	10-Year Interest Rate Swap (Call)		CITI		3-Month USD-LIBOR		3.500	%		06/13/11		3,300,000		15,510		(29,919	)
Receive	10-Year Interest Rate Swap (Call)		RBS		3-Month USD-LIBOR		3.000	%		10/11/11		4,200,000		21,805		990
Receive	10-Year Interest Rate Swap (Put)		CITI		3-Month USD-LIBOR		4.000	%		06/13/11		3,300,000		22,110		20,714
Receive	10-Year Interest Rate Swap (Put)		DUB		3-Month USD-LIBOR		4.000	%		06/13/11		7,400,000		101,010		97,880
Receive	10-Year Interest Rate Swap (Put)		DUB		3-Month USD-LIBOR		10.000	%		07/10/12		78,800,000		547,661		546,358
Receive	10-Year Interest Rate Swap (Put)		RBS		3-Month USD-LIBOR		4.000	%		06/13/11		4,200,000		56,365		57,588
Receive	10-Year Interest Rate Swap (Put)		RBS		3-Month USD-LIBOR		4.250	%		10/11/11		4,200,000		26,460		2,696
Totals													$	2,883,389	$	959,078

Description

Counterparty

Strike Index

Expiration Date

Notional Amount

Premium

Unrealized Gain/(Loss)

Inflation Floor

Inflation Floor - OTC CPURNSA Index

DUB

215.949

03/10/20

$

11,400,000

$

85,500

$

30,436

Description	Counterparty		Exercise Price		Expiration Date		Notional Amount		Premium		Unrealized Gain/(Loss)
Swaption Straddle Options
1-Year OTC Option on 1-Year Swap Straddle vs. Forward Volatility Agreement		JPM		TBD		10/11/11	$	8,500,000	$	43,180	($	25,022	)
2-Year OTC Option on 2-Year Swap Straddle vs. Forward Volatility Agreement		MLC		TBD		10/11/12		27,900,000		310,087		(168,980	)
2-Year OTC Option on 2-Year Swap Straddle vs. Forward Volatility Agreement		MLC		TBD		11/14/12		14,700,000		160,027		(92,163	)
Totals									$	513,294	($	286,165	)

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

21

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Description	Exercise Price		Expiration Date		Number  of Contracts		Premium		Unrealized Gain/(Loss)
Options on Exchange-Traded Futures
1-Year Euro-Dollar Mid-Curve Futures (Put)	$	99.000		03/19/12		137	$	110,745	$	74,782
1-Year Euro-Dollar Mid-Curve Futures (Put)		99.000		09/19/11		181		112,197		99,755
10-Year U.S. Treasury Note Futures (Put)		118.000		05/20/11		29		4,912		3,552
10-Year U.S. Treasury Note Futures (Put)		117.000		06/24/11		18		9,236		4,174
10-Year U.S. Treasury Note Futures (Put)		117.000		05/20/11		72		21,632		20,507
10-Year U.S. Treasury Note Futures (Call)		121.000		06/24/11		18		6,986		(2,576	)
10-Year U.S. Treasury Note Futures (Call)		121.000		05/20/11		30		7,894		(13,669	)
10-Year U.S. Treasury Note Futures (Call)		122.000		05/20/11		76		27,779		5,216
Totals							$	301,381	$	191,741

Transactions in written put and call options and swaptions for the period ended April 30, 2011, were as follows:

(See Note 10 in the Notes to the Financial Statements.)

	Number of Contracts			Notional Amount			Amount of Premiums
Options and swaptions outstanding at October 31, 2010		422		$	516,400,000		$	4,352,542
Options and swaptions written		966			92,400,000			786,816
Options and swaptions exercised/expired		(827	)		(177,600,000	)		(1,352,794	)
Options and swaptions outstanding at April 30, 2011		561		$	431,200,000		$	3,786,564

At April 30, 2011, the Fund had the following forward foreign currency contracts (in U.S. Dollars):

(See Note 8 in the Notes to the Financial Statements.)

Foreign Currency	Position	Settlement Date	Counterparty	Receivable Amount		Payable Amount		Unrealized Gain/ (Loss)
Australian Dollar	Long	05/31/11	RBS	$	4,294,693	$	4,239,444	$	55,249
Brazilian Real	Long	06/02/11	CITI		25,325,235		23,565,965		1,759,270
Brazilian Real	Long	08/02/11	UBS		25,084,881		24,694,263		390,618
Brazilian Real	Long	09/02/11	MSC		116,175		100,000		16,175
Canadian Dollar	Long	06/20/11	JPM		7,549,545		7,322,034		227,511
Chinese Yuan Renminbi	Long	11/15/11	CITI		4,411,777		4,362,755		49,022
Chinese Yuan Renminbi	Long	11/15/11	JPM		3,514,110		3,493,880		20,230
Euro	Long	07/18/11	CITI		1,477,782		1,424,659		53,123
Euro	Long	07/18/11	RBS		295,556		288,144		7,412
Indian Rupee	Long	05/09/11 to 11/18/11	JPM		3,350,469		3,249,980		100,489
Indian Rupee	Long	05/09/11 to 11/18/11	MSC		3,268,315		3,158,477		109,838
Indian Rupee	Long	08/12/11	CITI		2,435,305		2,430,402		4,903
Indonesian Rupiah	Long	07/27/11	DUB		610		577		33
Indonesian Rupiah	Long	07/27/11	JPM		2,922,576		2,764,418		158,158
Indonesian Rupiah	Long	07/27/11	RBS		206,355		190,000		16,355
Indonesian Rupiah	Long	07/27/11 to 01/31/12	CITI		2,942,807		2,829,570		113,237
Japanese Yen	Long	07/14/11	CITI		209,403		206,150		3,253
Japanese Yen	Long	07/14/11	JPM		1,264,791		1,224,287		40,504

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

22

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Foreign Currency	Position	Settlement Date	Counterparty	Receivable Amount		Payable Amount		Unrealized Gain/ (Loss)
Japanese Yen	Long	07/14/11	UBS	$	419,533	$	401,987	$	17,546
Malaysian Ringgit	Long	08/11/11	CITI		1,755,637		1,699,058		56,579
Malaysian Ringgit	Long	08/11/11	JPM		301,540		292,065		9,475
Malaysian Ringgit	Long	08/11/11	MSC		576,862		559,899		16,963
Mexican Peso	Long	07/07/11	CITI		13,283,046		12,510,260		772,786
Mexican Peso	Long	07/07/11	DUB		213,499		200,000		13,499
Mexican Peso	Long	07/07/11	MSC		949,398		900,000		49,398
New Russin Ruble	Long	07/01/11	CITI		420,457		402,361		18,096
New Taiwan Dollar	Long	01/11/12	CITI		831,554		824,888		6,666
Phillippine Peso	Long	06/15/11 to 11/15/11	CITI		2,681,126		2,651,500		29,626
Phillippine Peso	Long	06/15/11 to 11/15/11	DUB		506,819		500,000		6,819
Phillippine Peso	Long	06/15/11 to 11/15/11	JPM		2,572,707		2,508,466		64,241
Phillippine Peso	Long	11/15/11	GS		203,044		200,000		3,044
Phillippine Peso	Long	11/15/11	JRC		510,938		500,000		10,938
Phillippine Peso	Long	03/15/12	MSC		994,989		994,236		753
Singapore Dollar	Long	06/09/11	GS		2,382,213		2,266,956		115,257
Singapore Dollar	Long	06/09/11	JRC		744,941		700,000		44,941
Singapore Dollar	Long	06/09/11 to 09/09/11	DUB		1,579,812		1,493,731		86,081
Singapore Dollar	Long	06/09/11 to 09/09/11	RBS		1,108,913		1,047,615		61,298
Singapore Dollar	Long	09/09/11	JPM		1,325,274		1,268,498		56,776
Singapore Dollar	Long	12/09/11 to 06/09/11	CITI		1,549,422		1,493,862		55,560
South African Rand	Long	07/28/11	JPM		4,339,248		4,218,490		120,758
South African Rand	Long	07/28/11 to 09/13/11	MSC		532,836		508,243		24,593
South African Rand	Long	09/13/11	UBS		226,923		200,000		26,923
South Korean Won	Long	05/09/11	CITI		1,801,329		1,717,895		83,434
South Korean Won	Long	05/09/11	JRC		958,102		900,000		58,102
South Korean Won	Long	05/09/11	RBS		349,712		331,462		18,250
South Korean Won	Long	05/09/11	UBS		108,318		100,000		8,318
South Korean Won	Long	05/09/11 to 08/12/11	GS		522,247		500,000		22,247
South Korean Won	Long	05/09/11 to 08/12/11	JPM		17,487,362		16,905,398		581,964
South Korean Won	Long	05/09/11 to 08/12/11	MSC		3,504,904		3,344,243		160,661
South Korean Won	Long	08/12/11	RBC		58,385		56,426		1,959
Turkish Lira	Long	07/27/11	JPM		3,148,229		3,062,243		85,986
Brazilian Real	Short	06/02/11	UBS		25,012,998		25,325,235		(312,237	)
Canadian Dollar	Short	06/20/11	CITI		34,647		34,834		(187	)
Canadian Dollar	Short	06/20/11	DUB		311,212		315,620		(4,408	)
Euro	Short	07/18/11	JPM		45,516,596		46,616,628		(1,100,032	)
Euro	Short	07/18/11	RBC		1,378,578		1,375,815		2,763
Indian Rupee	Short	05/09/11	CITI		2,470,799		2,483,355		(12,556	)
Indian Rupee	Short	05/09/11	JPM		1,223,857		1,226,484		(2,627	)
Japanese Yen	Short	06/02/11 to 07/11/11	DUB		46,553,981		48,333,569		(1,779,588	)
Japanese Yen	Short	07/14/11 to 08/01/11	JPM		2,464,053		2,529,799		(65,746	)
Japanese Yen	Short	07/19/11 to 07/25/11	CITI		2,658,617		2,713,473		(54,856	)
Japanese Yen	Short	07/19/11	RBS		68,534,933		70,670,823		(2,135,890	)

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

23

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Foreign Currency	Position	Settlement Date		Counterparty	Receivable Amount		Payable Amount		Unrealized Gain/ (Loss)
Pound Sterling	Short		06/13/11	CITI	$	4,660,791	$	4,851,160	($	190,369	)
Pound Sterling	Short		06/13/11	CS		4,662,270		4,851,160		(188,890	)
Singapore Dollar	Short		05/09/11	CITI		502,542		517,792		(15,250	)
South Korean Won	Short		05/09/11	JPM		11,953,524		12,171,914		(218,390	)
Totals					$	374,559,102	$	374,822,448	($	263,346	)

Counterparty Abbreviations:
BNP:	BNP Paribas Bank
BRC:	Barclays Bank PLC
CITI:	Citigroup, Inc.
CS:	Credit Suisse
DUB:	Deutsche Bank AG
GS:	Goldman Sachs & Co.
HSBC:	HSBC Bank
JPM:	JPMorgan Chase & Co.
JRC:	Johnson Rice & Co.
MLC:	Merrill Lynch & Co., Inc.
MSC:	Morgan Stanley
RBS:	Royal Bank of Scotland Group PLC
UBS:	UBS Warburg LLC
Currency Abbreviations:
AUD:	Australian Dollar
BRL:	Brazilian Real
EUR:	Euro
MXN:	Mexican Peso
USD:	U.S. Dollar
Investment Abbreviations and Definitions:
CDI:	Brazil Interbank Deposit Rate
CDX.EM:	Credit Derivatives Index Emerging Markets
CPURNSA:	Consumer Price All Urban Non-Seasonally Adjusted Index
FNMA:	Federal National Mortgage Association
LIBOR:	London Interbank Offered Rate
N/A:	No composite rating is available for this index.
OTC:	Over-the-counter
TBD:	To be determined
TIIE:	Interbank Equilibrium Interest Rate

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

24

Managers PIMCO Bond Fund

Statement of Assets and Liabilities

April 30, 2011 (unaudited)

Assets:
Investments at value* (including securities on loan valued at $9,255,214)	$	1,464,292,793
Foreign currency**		105,701
Receivable for delayed delivery investments sold		151,977,489
Receivable for investments sold		1,001,123
Receivable for Fund shares sold		3,437,880
Swap premiums paid		4,102,871
Unrealized appreciation on swaps		3,156,225
Variation margin receivable		7,381
Unrealized appreciation on foreign currency contracts		5,826,882
Dividends, interest and other receivables		7,246,313
Receivable from affiliate		131,993
Total assets		1,641,286,651
Liabilities:
Payable for investments purchased		90,815,475
Payable to brokers upon termination of swap contracts		8,538,117
Payable for delayed delivery investments purchased		290,989,833
Payable for TBA sale commitments		14,991,439
Payable for Fund shares repurchased		2,301,703
Payable upon return of securities loaned		9,520,015
Options written (premiums received $3,786,564)		2,891,474
Variation margin payable		162,218
Swap premiums received		1,039,346
Unrealized depreciation on swaps		1,734,761
Unrealized depreciation on foreign currency contracts		6,090,228
Dividends payable to shareholders		353,623
Accrued expenses:
Investment advisory and management fees		392,735
Administrative fees		196,367
Other		249,264
Total liabilities		430,266,598
Net Assets	$	1,211,020,053
Shares outstanding		114,204,487
Net asset value, offering and redemption price per share	$	10.60
Net Assets Represent:
Paid-in capital	$	1,185,507,946
Undistributed net investment loss		(287,635	)
Accumulated net realized loss from investments, options, futures, swaps, and foreign currency transactions		(10,505,773	)
Net unrealized appreciation of investments, options, futures, swaps, and foreign currency translations		36,305,515
Net Assets	$	1,211,020,053
*       Investments at cost	$	1,433,109,001
**     Foreign currency at cost		104,070

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

25

Managers PIMCO Bond Fund

Statement of Operations

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

Investment Income:
Interest income	$	18,692,690
Dividend income		490,510
Securities lending fees		29,784
Total investment income		19,212,984
Expenses:
Investment advisory and management fees		2,498,232
Administrative fees		1,249,116
Transfer agent		189,078
Professional fees		102,474
Custodian		173,819
Reports to shareholders		53,732
Trustees fees and expenses		43,339
Registration fees		57,326
Insurance		23,900
Miscellaneous		16,400
Total expenses before offsets		4,407,416
Expense reimbursements		(776,066	)
Expense reductions		(393	)
Net expenses		3,630,957
Net investment income		15,582,027
Net Realized and Unrealized Gain (Loss):
Net realized loss on investments, options, futures and swap transactions		(9,157,239	)
Net realized loss on foreign currency transactions		(119,111	)
Net change in unrealized depreciation of investments, options, futures, swaps and foreign currency translations		(2,104,466	)
Net realized and unrealized loss		(11,380,816	)
Net increase in net assets resulting from operations	$	4,201,211

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

26

Managers PIMCO Bond Fund

Statement of Changes in Net Assets

For the six months ended April 30, 2011 (unaudited) and for the fiscal year ended October 31, 2010

	2011			2010
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	15,582,027		$	30,337,116
Net realized gain (loss) on investments, options, futures, swaps and foreign currencytransactions		(9,276,350	)		72,332,270
Net change in unrealized appreciation (depreciation) of investments, options, futures, swaps and foreign currency translations		(2,104,466	)		27,514,704
Net increase in net assets resulting from operations		4,201,211			130,184,090
Distributions to Shareholders:
From net investment income		(24,509,005	)		(37,655,274	)
From net realized gain on investments		(58,243,682	)		(14,261,392	)
Total distributions to shareholders		(82,752,687	)		(51,916,666	)
From Capital Share Transactions:
Proceeds from the sale of shares		193,699,117			522,015,610
Reinvestment of dividends		71,817,240			44,372,952
Cost of shares repurchased		(401,285,452	)		(333,479,229	)
Net increase (decrease) from capital share transactions		(135,769,095	)		232,909,333
Total increase (decrease) in net assets		(214,320,571	)		311,176,757
Net Assets:
Beginning of period		1,425,340,624			1,114,163,867
End of period	$	1,211,020,053		$	1,425,340,624
End of period undistributed net investment income (loss)	($	287,635	)	$	8,639,343
Share Transactions:
Sale of shares		18,206,852			48,516,222
Shares issued in connection with reinvestment of dividends		6,946,321			4,170,494
Shares repurchased		(37,745,770	)		(30,911,673	)
Net increase (decrease) in shares		(12,592,597	)		21,775,043

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

27

Managers PIMCO Bond Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2011			For the fiscal year ended October 31,
	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	11.24		$	10.61		$	9.85		$	10.41		$	10.31		$	10.31
Income from Investment Operations:
Net investment income		0.14			0.35			0.49			0.57			0.47			0.47
Net realized and unrealized gain (loss) on investments		(0.08	)		0.73			1.44			(0.61	)		0.13			(0.00	)3
Total from investment operations		0.06			1.08			1.93			(0.04	)		0.60			0.47
Less Distributions to Shareholders from:
Net investment income		(0.21	)		(0.32	)		(0.49	)		(0.52	)		(0.50	)		(0.47	)
Net realized gain on investments		(0.49	)		(0.13	)		(0.68	)		—			—			—
Total distributions to shareholders		(0.70	)		(0.45	)		(1.17	)		(0.52	)		(0.50	)		(0.47	)
Net Asset Value, End of Period	$	10.60		$	11.24		$	10.61		$	9.85		$	10.41		$	10.31
Total Return 1		0.72	%4		10.52	%		20.62	%		(0.60	)%		5.96	%		4.75	%
Ratio of net operating expenses to average net assets		0.58	%5		0.58	%		0.58	%		0.58	%		0.60	%		0.60	%
Ratio of net investment income to average net assets 1		2.49	%5		2.38	%		3.78	%		4.47	%		4.86	%		4.72	%
Portfolio turnover		266	%4		359	%		531	%		431	%		249	%		244	%
Net assets at end of period (000’s omitted)	$	1,211,020		$	1,425,341		$	1,114,164		$	1,036,504		$	1,207,072		$	1,163,251
Ratios absent expense offsets: 2
Ratio of total expenses to average net assets		0.71	%5		0.74	%		0.78	%		0.75	%		0.77	%		0.77	%
Ratio of net investment income to average net assets		2.36	%5		2.22	%		3.58	%		4.30	%		4.69	%		4.55	%

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 Rounds to less than ($0.01) per share.

⁴ Not Annualized.

⁵ Annualized.

28

Managers PIMCO Bond Fund

Notes to Financial Statements

April 30, 2011 (unaudited)

1. Summary of Significant Accounting Policies

Managers Trust I (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 is the Managers PIMCO Bond Fund (the “Fund”) (formerly Managers Fremont Bond Fund). Effective January 1, 2010, the Fund was renamed Managers PIMCO Bond Fund.

The Fund’s financial statements are prepared in accordance with United States Generally Accepted Accounting Principles (“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 could be material. The following is a summary of significant accounting policies followed by the Fund in the preparation of its 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 Fund’s investments are generally valued based on market quotations provided by the third-party pricing services approved by the Board of Trustees of the Fund (the “Board”). Under certain circumstances, the value of certain Fund investments may be based on an evaluation of its fair value, pursuant to procedures established by and under the general supervision of the Board. The Fund may use the fair value of a portfolio security to calculate its 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 Fund calculates 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 Fund 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. 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 valued at fair value, 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 establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s 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.

29

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

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)

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

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

b. Security Transactions

Security transactions are accounted for as of 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, as required, 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.

The Fund has a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”), the Fund’s custodian, whereby the 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 the Fund. For the six months ended April 30, 2011, there were no balance credits to reduce the custodian expense.

Overdrafts will cause a reduction of any earnings credits, computed at 2% above the Federal funds rate on the day of the overdraft. For the six months ended April 30, 2011, overdraft fees equaled $1,253.

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 April 30, 2011, the transfer agent expense was reduced by $393.

Total returns and net investment income for the Fund 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-reimbursable expenses, if any, such as interest and taxes.

d. Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared daily and paid monthly. 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, 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

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

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (tax years ended October 31, 2007-2010), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. Addition- ally, the Fund is not aware of any tax position for which it is reason- ably 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. The Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Fund in connection with the issuance of shares is based on the valuation of those securities in accordance with the Fund’s policy on investment valuation. Dividends and distributions to shareholders are recorded on the ex-dividend date.

30

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

At April 30, 2011, certain unaffiliated shareholders of record, specifically omnibus accounts, individually held greater than 10% of the outstanding shares of the Fund as follows: 2 collectively own 39%. Transactions by these shareholders may have a material impact on the Fund.

g. Repurchase Agreements

The Fund may enter into repurchase agreements provided that the value of the underlying collateral, including accrued interest, will equal or exceed the value of the repurchase agreement during the term of the agreement. The underlying collateral for all repurchase agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At April 30, 2011, the market value of repurchase agreements outstanding was $155,000,000.

h. Foreign Currency Translation

The books and records of the Fund 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.

The Fund does not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

i. Securities Transacted on a When Issued Basis

The Fund may enter into To Be Announced (“TBA”) sale commitments to hedge its portfolio positions or to sell mortgage-backed securities it owns under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, equivalent deliverable securities, or an offsetting TBA purchase commitment deliverable on or before the sale commitment date, are held as “cover” for the transaction. Unsettled TBA 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 Fund as an unrealized gain or loss. If the TBA 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. 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 Fund. The

Investment Manager selects subadvisors for the Fund (subject to Board approval) and monitors each subadvisor’s investment programs and results. The Fund’s investment portfolio is managed by a portfolio manager who serves pursuant to a subadvisory agreement with the Investment Manager.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. The annual investment management fee rate, as a percentage of average daily net assets, for the six months ended April 30, 2011, was 0.40%.

The Trust has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all aspects of managing the Fund’s operations, including administration and shareholder services to the 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 Fund’s shareholders. The Fund pays a fee to the Administrator at the rate of 0.20% per annum of the Fund’s average daily net assets for this service.

The Investment Manager has contractually agreed, through at least March 1, 2012, to limit net annual fund operating expenses (exclusive of brokerage costs, acquired fund fees and expenses, interest, taxes and extraordinary expenses) to 0.58% of average daily net assets of the Fund.

The Fund 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 future year to exceed the previously stated expense limitation percentage of the Fund’s average daily net assets. For the six months ended April 30, 2011, the Fund’s components of reimbursement available are detailed in the following chart:

	Managers PIMCO Bond Fund
Reimbursement Available -10/31/10	$	4,361,097
Additional Reimbursements		776,066
Repayments		—
Expired Reimbursements		(571,607	)
Reimbursement Available - 04/30/11	$	4,565,556

Effective January 1, 2011, the aggregate annual retainer paid to each Independent Trustee of the Board 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,

31

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

2011, the aggregate annual retainer paid to each Independent Trustee of the Board 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 Fund is distributed by Managers Distributors, Inc. (“MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the principal underwriter for the Fund and is a registered broker- dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of the Fund will be continuously offered and will be sold by brokers, dealers or other financial intermediaries who have executed selling agreements with MDI. 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 MDI.

The Securities and Exchange Commission granted an exemptive order that permits the Fund 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 who monitor 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 April 30, 2011, the Fund borrowed from other Managers Funds varying amounts up to $58,756,875, for 4 days paying interest of $7,218. The interest amounts are included in the Statement of Operations as miscellaneous expense. For the same period, the Fund did not lend to any other Managers Funds.

3. Purchases and Sales of Securities

Purchases and sales of investment securities (excluding short-term securities and U.S. Government Obligations) for the six months ended April 30, 2011, were $79,492,891 and $75,671,938, respectively. Purchases and sales of U.S. Government obligations for the six months ended April 30, 2011, were $3,793,764,377 and $4,369,595,699, respectively.

4. Portfolio Securities Loaned

The Fund participates 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 Fund’s 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 Fund 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 Fund bears 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 the Fund, has entered into an agreement with BNYM and the Bank of New York Mellon Corporation (“BNYMC”) with respect to each Fund’s position in 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 the Fund in September 2011. The Fund is fair valuing its position in the ICRF daily. The Fund’s position in the separate sleeves of the ICRF Fund is included in the Schedule of Portfolio Investments and the unrealized loss on such investment is included in Net Unrealized Depreciation on the Statement of Assets and Liabilities and Statement of Operations.

5. Commitments and Contingencies

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

6. Forward Commitments

Certain transactions, such as futures and forward transactions, dollar roll agreements, or purchases of when-issued or delayed delivery securities may have a similar effect on the Fund’s net asset value as if the Fund had created a degree of leverage in its portfolio. However, if the Fund enters into such a transaction, the Fund will establish a segregated account with its custodian in which it will maintain cash, U.S. government securities or other liquid securities equal in value to its obligations in respect to such transaction. Securities and other assets held in the segregated account may not be sold while the transaction is outstanding, unless other suitable assets are substituted.

32

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

7. Derivative Instruments

The following disclosures contain information on how and why the Fund uses derivative instruments and how derivative instruments affect the Fund’s financial position, results of operations and cash flows. The location and fair value amounts of these instruments on the Statement of Assets and Liabilities and the realized and changes in unrealized gains and losses on the Statement of Operations, each categorized by type of derivative contract, are included in a table in the Schedule of Portfolio Investments. The derivative instruments outstanding as of the period end as disclosed in the Statement of Assets and Liabilities and the realized and unrealized changes in 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 Fund.

8. Forward Foreign Currency Contracts

The Fund entered into forward foreign currency contracts to facilitate transactions in foreign securities and to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated investment securities.

A forward foreign currency contract is an agreement between a Fund and another party to buy or sell a currency at a set price at a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily, and the change in market value is recorded as an unrealized gain or loss. Gain or loss on the purchase or sale of contracts having the same settlement date, amount and counterparty is realized on the date of offset, otherwise gain or loss is realized on the settlement date.

Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

9. Futures Contracts

The Fund entered into futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover, cash flows from capital shares transactions and to manage interest rate risk. There are certain risks associated with futures contracts. Prices may not move as expected or the Fund may not be able to close out the contract when it desires to do so, resulting in losses.

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 Fund recognizes 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 Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.

10. Interest Rate Caps and Floors, Swap Contracts and Options

The Fund entered into over-the-counter transactions involving interest rate caps and floors, swap contracts, or purchased and written (sold) options to enter into such contracts, in order to manage its exposure to credit, currency, interest rate and inflation risk.

In interest rate caps and floor agreements, one party agrees to make payments only when interest rates exceed a specified rate or “cap” or fall below a specified rate or “floor,” usually in return for payment of a fee by the other party. Interest rate caps and floors entitle the purchaser, to the extent that a specified index exceeds or falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate caps or floors.

Swap contracts represent an agreement between counterparties to exchange cash flows based on the difference between two rates applied to a notional principal amount for a specified period. The most common type of interest rate swap involves the exchange of fixed-rate cash flows for variable-rate cash flows. Swaps do not involve the exchange of principal between the parties. Purchased options on swap contracts (“swaptions”) give the holder the right, but not the obligation, to enter into a swap contract with the counter- party which has written the option on a date, at an interest rate, and with a notional amount as specified in the swaption agreement. If the counterparty to the swap transaction defaults, the Fund will be limited to contractual remedies pursuant to the agreements governing the transaction. There is no assurance that swap or swaption contract counterparties will be able to meet their obligations under the contracts or that, in the event of default, the Fund will succeed in pursuing contractual remedies. The Fund may thus assume the risk that payments owed to the Fund under a swap or swaption contract will be delayed, or not received at all. During the term of the swap agreement or swaption, unrealized gains or losses are recorded as a result of “marking to market.” When the swap agreement or swaption is terminated, the Fund will record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s basis in the contract, if any. Accrued interest and interest paid are recognized as unrealized and realized gain (loss), respectively. In each of the contracts, the Fund pays a premium, to the counterparty, in return for the swaption. These swaptions may be exercised by entering into a swap contract with the counterparty only on the date specified in each contract. The Fund also sold credit protection through credit default swaps. Under the terms of the swaps, the seller of the credit protection receives a periodic payment amount (premium) from the buyer that is a fixed percentage amount applied to a notional principal amount. In return, the seller agrees to pay the

33

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

buyer the notional amount and take delivery of a debt instrument of the reference issuer of the same notional par amount if the reference entity is subject to a credit event (such as bankruptcy, failure to pay, or obligation acceleration) during the term of the swap.

A written option contract is a contract in which the writer of the option grants the buyer of the option the right to purchase from (call option) or sell to (put option) the writer a designated instrument at a specified price within a specified period of time. Options written (sold) are recorded as liabilities. When an option expires, the premium (original option value) is realized as a gain if the option was written or as a loss if the option was purchased. When the exercise of an option results in a cash settlement, the difference between the premium and the settlement proceeds is recognized as realized gain or loss. When securities are acquired or delivered upon exercise of an option, the acquisition cost or sale proceeds are adjusted by the amount of the premium. When an option is closed, the difference between the premium and the cost to close the position is realized as a gain or loss.

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

The net asset value of the Fund may be sensitive to interest rate fluctuations because the Fund 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 mortgage 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.

12. Dollar Roll Transactions

The Fund entered into dollar rolls in which it sells debt securities for delivery currently and simultaneously contracts to repurchase similar, but not identical, securities at the same price or a lower price on an agreed date. The Fund receives compensation as consideration for entering into the commitment to repurchase. The compensation is the difference between the current sale price and the repurchase price (often referred to as the “drop”) as well as the interest earned on the cash proceeds of the initial sale. The Fund 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 Fund is able to repurchase them. There can be no assurance that the Fund’s use of the cash that it receives from a dollar roll will provide a return that exceeds its costs.

13. 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.

14. Subsequent Events

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.

At a meeting of the Trust’s Board of Trustees held June 9-10, 2011, Nathaniel Dalton, who was a Trustee of the Trust, delivered his resignation to the Board of Trustees, effective June 9, 2011. The Board appointed Christine C. Carsman as Trustee to fill the vacancy; like Mr. Dalton, Ms. Carsman is considered an “interested person” of the Trust under the Investment Company Act of 1940.

The Fund has determined that no additional material events or transactions occurred through the issuance of the Fund’s financial statements, which require additional disclosure in the Fund’s financial statements.

34

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	INTERNATIONAL EQUITY	CHICAGO EQUITY PARTNERS BALANCED
CADENCE FOCUSED GROWTH	AllianceBernstein L.P.	Chicago Equity Partners, LLC
CADENCE MID- CAP	Lazard Asset Management, LLC
CADENCE EMERGING COMPANIES	Martin Currie Inc.	ALTERNATIVE FUNDS
Cadence Capital Management, LLC
	REAL ESTATE SECURITIES	FQ GLOBAL ALTERNATIVES
CHICAGO EQUITY PARTNERS MID-CAP	Urdang Securities Management, Inc.	FQ GLOBAL ESSENTIALS
Chicago Equity Partners, LLC		First Quadrant, L.P.
	RENAISSANCE LARGE CAP GROWTH
EMERGING MARKETS EQUITY	Renaissance Group LLC	INCOME FUNDS
Rexiter Capital Management Limited		BOND (MANAGERS)
Schroder Investment Management North America Inc.	SKYLINE SPECIAL EQUITIES PORTFOLIO	FIXED INCOME GLOBAL BOND
ESSEX SMALL/MICRO CAP GROWTH	Skyline Asset Management, L.P.	Loomis, Sayles & Co., L.P.
Essex Investment Management Co., LLC
	SPECIAL EQUITY	BOND (MANAGERS PIMCO)
FQ TAX-MANAGED U.S. EQUITY	Ranger Investment Management, L.P.	Pacific Investment Management Co. LLC
FQ U.S. EQUITY	Lord, Abbett & Co. LLC
First Quadrant, L.P.	Smith Asset Management Group, L.P.	CALIFORNIA INTERMEDIATE TAX-FREE
	Federated MDTA LLC	Miller Tabak Asset Management LLC
FRONTIER SMALL CAP GROWTH
Frontier Capital Management Company, LLC	SYSTEMATIC VALUE	GW&K MUNICIPAL BOND
	SYSTEMATIC MID CAP VALUE	GW&K MUNICIPAL ENHANCED YIELD
GW&K SMALL CAP EQUITY	Systematic Financial Management, L.P.	Gannett Welsh & Kotler, LLC
Gannett Welsh & Kotler, LLC
	TIMESSQUARE MID CAP GROWTH	HIGH YIELD
INSTITUTIONAL MICRO-CAP	TIMESSQUARE SMALL CAP GROWTH	J.P. Morgan Investment Management LLC
MICRO-CAP	TSCM GROWTH EQUITY
Lord, Abbett & Co. LLC	TimesSquare Capital Management, LLC	INTERMEDIATE DURATION GOVERNMENT
WEDGE Capital Management L.L.P.		SHORT DURATION GOVERNMENT
Next Century Growth Investors LLC	TRILOGY GLOBAL EQUITY	Smith Breeden Associates, Inc.
RBC Global Asset Management (U.S.) Inc.	TRILOGY EMERGING MARKETS EQUITY
	TRILOGY INTERNATIONAL SMALL CAP
	Trilogy Global Advisors, L.P.
This report is prepared for the Fund’s 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 Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s 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 1-800-SEC-0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.
www.managersinvest.com

SEMI-ANNUAL REPORT

Managers Funds

April 30, 2011

Managers Frontier Small Cap Growth Fund

Managers AMG TSCM Growth Equity Fund

Managers Micro-Cap Fund

Managers Institutional Micro-Cap Fund

Managers Real Estate Securities Fund

Managers California Intermediate Tax-Free Fund

SAR021-0411

Managers Funds

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

TABLE OF CONTENTS	Page
ABOUT YOUR FUND’S EXPENSES		1
FUND PERFORMANCE		2
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
Managers Frontier Small Cap Growth Fund		4
Managers AMG TSCM Growth Equity Fund		7
Managers Micro-Cap Fund		9
Managers Institutional Micro-Cap Fund		15
Managers Real Estate Securities Fund		21
Managers California Intermediate Tax-Free Fund		23
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		29
FINANCIAL STATEMENTS:
Statements of Assets and Liabilities		31
Funds’ balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statements of Operations		33
Detail of sources of income, Fund expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		34
Detail of changes in Fund assets for the past two fiscal periods
FINANCIAL HIGHLIGHTS		36
Historical net asset values per share, distributions, total returns, expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL STATEMENTS		44
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

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 April 30, 2011	Expense Ratio for the Period			Beginning Account Value 11/01/2010		Ending Account Value 04/30/2011		Expenses Paid During  the Period*
Managers Frontier Small Cap Growth Fund
Investor Class
Based on Actual Fund Return		1.55	%	$	1,000	$	1,269	$	8.72
Based on Hypothetical 5% Annual Return		1.55	%	$	1,000	$	1,017	$	7.75
Service Class
Based on Actual Fund Return		1.30	%	$	1,000	$	1,270	$	7.32
Based on Hypothetical 5% Annual Return		1.30	%	$	1,000	$	1,018	$	6.51
Institutional Class
Based on Actual Fund Return		1.05	%	$	1,000	$	1,272	$	5.91
Based on Hypothetical 5% Annual Return		1.05	%	$	1,000	$	1,020	$	5.26
Managers AMG TSCM Growth Equity Fund
Investor Class
Based on Actual Fund Return		1.19	%	$	1,000	$	1,159	$	6.37
Based on Hypothetical 5% Annual Return		1.19	%	$	1,000	$	1,019	$	5.96
Service Class
Based on Actual Fund Return		1.04	%	$	1,000	$	1,166	$	5.59
Based on Hypothetical 5% Annual Return		1.04	%	$	1,000	$	1,020	$	5.21
Institutional Class
Based on Actual Fund Return		0.79	%	$	1,000	$	1,161	$	4.23
Based on Hypothetical 5% Annual Return		0.79	%	$	1,000	$	1,021	$	3.96
Managers Micro-Cap Fund
Based on Actual Fund Return		1.43	%	$	1,000	$	1,240	$	7.94
Based on Hypothetical 5% Annual Return		1.43	%	$	1,000	$	1,018	$	7.15
Managers Institutional Micro-Cap Fund
Based on Actual Fund Return		1.23	%	$	1,000	$	1,236	$	6.82
Based on Hypothetical 5% Annual Return		1.23	%	$	1,000	$	1,019	$	6.16
Managers Real Estate Securities Fund
Based on Actual Fund Return		1.50	%	$	1,000	$	1,162	$	8.04
Based on Hypothetical 5% Annual Return		1.50	%	$	1,000	$	1,017	$	7.50
Managers California Intermediate Tax-Free Fund
Based on Actual Fund Return		0.55	%	$	1,000	$	993	$	2.72
Based on Hypothetical 5% Annual Return		0.55	%	$	1,000	$	1,022	$	2.76
*  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 April 30, 2011 (unaudited)

The table below shows the average annual total returns of the Funds for each period through April 30, 2011 and each Fund’s index for the same time periods.

	Average Annual Total Returns1
Managers Funds	Six Months			One Year			five Years			Ten Years			Since Inception			Inception Date
Managers Frontier Small Cap Growth2,3,4
Investor Class		26.89	%		28.74	%		—			—			32.16	%		01/01/10
Service Class		26.97	%		28.98	%		6.17	%		4.21	%		7.45	%		09/24/97
Institutional Class		27.18	%		29.27	%		—			—			32.63	%		01/01/10
Russell 2000® Growth Index16		27.07	%		30.29	%		5.14	%		5.59	%		4.03	%		09/24/97	†
Managers AMG TSCM Growth Equity 2,3,5,6
Investor Class		15.85	%		—			—			—			26.62	%		07/30/10
Service Class		16.64	%		—			—			—			27.60	%		07/30/10
Institutional Class		16.13	%		—			—			—			27.05	%		07/30/10
Russell 3000® Growth Index17		17.77	%		—			—			—			30.14	%		07/30/10	†
Managers Micro-Cap2,7		23.99	%		27.34	%		4.00	%		5.55	%		13.70	%		06/30/94
Russell Microcap® Index18		22.55	%		17.26	%		0.27	%		7.48	%		—	19		06/30/94	†
Russell 2000® Index20		23.73	%		22.20	%		3.89	%		7.34	%		9.35	%		06/30/94	†
Managers Institutional Micro-Cap2,7		23.63	%		27.61	%		3.51	%		5.58	%		14.60	%		12/31/86
Russell Microcap® Index18		22.55	%		17.26	%		0.27	%		7.48	%		—	19		12/31/86	†
Russell 2000® Index20		23.73	%		22.20	%		3.89	%		7.34	%		9.58	%		12/31/86	†
Managers Real Estate Securities2,8,9		16.21	%		24.49	%		5.48	%		12.59	%		9.00	%		12/31/97
Dow Jones U.S. Select REIT Index21		16.07	%		23.11	%		2.61	%		11.65	%		9.18	%		12/31/97	†
S&P 500® Index22		16.36	%		17.22	%		2.95	%		2.82	%		4.40	%		12/31/97	†
Managers California Intermediate Tax-Free2,10,11,12,13,14,15		(0.70	)%		2.80	%		3.95	%		4.13	%		5.09	%		11/16/90
Barclays Capital U.S. Municipal Bond: 5 Year Index23		0.27	%		3.87	%		5.35	%		4.77	%		5.52	%24		11/16/90	†

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

^†  Date reflects the inception date of the Fund, not the index.

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

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

³  The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

⁴  The Fund is subject to risks associated with investments in small capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

⁵  The Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small- and medium-capitalization companies) when stocks of large-capitalization companies are out of favor. The Fund is subject to risks associated with small- and mid-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

⁶  A greater percentage of the Fund’s holdings may be focused in a smaller number of securities which may place the Fund at greater risk than a more diversified fund.

2

Fund Performance

All periods ended April 30, 2011 (continued)

⁷  The Fund is subject to the special risks associated with investments in micro-cap companies such as relatively short earnings history, competitive conditions, less publicly available corporate information, and a reliance on a limited number of products.

⁸  The Fund is subject to special risk considerations similar to those associated with the direct ownership of real estate. Real estate valuations may be subject to factors such as changing general and local economic, financial, competitive and environmental conditions.

⁹  Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

¹⁰  The Fund is subject to risks associated from economic, political, geographic, and demographic conditions of California that could adversely affect the value of the Fund’s investment portfolio.

¹¹  The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtors’ ability to pay their creditors.

¹²  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.

¹³  Investment income may be subject to certain state and local taxes, and depending on your tax status, the federal alternative minimum tax. Capital gains are not exempt from federal income tax.

¹⁴  Issuer of bonds may not be able to meet interest or principal payments when the bonds come due.

¹⁵  Factors unique to the municipal bond market may negatively affect the value in municipal bonds.

¹⁶  The Russell 2000^® Growth Index measures the performance of those Russell 2000^® Index companies with higher price-to-book ratios and higher forecast growth values. Unlike the Fund, the Russell 2000^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁷  The Russell 3000^® Growth Index measures the performance of those Russell 3000^® Index companies with higher price-to-book ratios and higher forecast growth values. Unlike the Fund, the Russell 3000^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁸  The Russell Microcap^® Index tracks the microcap segment of the U.S. equity market. It makes up less than 3% of the U.S. equity market and is represented by the smallest 1,000 securities in the small-cap Russell 2000^® plus the next 1,000 securities. Unlike the Fund, the Russell Microcap^® Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁹  Since the Russell Microcap^® Index’s inception date of June 30, 2000, the average annual total return for the index was 6.21%.

²⁰  The Russell 2000^® Index is composed of the 2,000 smallest stocks in the Russell 3000^® Index and is widely regarded in the industry as the premier measure of small-cap stock performance. Unlike the Fund, the Russell 2000^® Index is unmanaged, is not available for investment, and does not incur expenses.

²¹  The Dow Jones U.S. Select REIT Index measures U.S. publicly traded Real Estate Investment Trusts. Unlike the Fund, the Dow Jones U.S. Select REIT Index is unmanaged, is not available for investment, and does not incur expenses.

²²  The S&P 500^® Index is a capitalization-weighted index of 500 stocks. The S&P 500^® Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Unlike the Fund, the Index is unmanaged, is not available for investment, and does not incur expenses.

²³  The Barclays Capital 5-Year Municipal Bond Index provides a broad-based performance measure of the U.S. municipal bond market, consisting of securities with 4-6 year maturities. The Index tracks general obligation, revenue, insured, and prerefunded bonds with a minimum credit rating of Baa by Moody’s. Unlike the Fund, the Barclays Capital 5-Year Municipal Bond Index is unmanaged, is not available for investment, and does not incur expenses.

²⁴ Return reflects the average annual total return for the period of November 30, 1990, through April 30, 2011.

The Russell 2000^® Growth Index, Russell 2000^® Index, Russell 3000^® Growth Index, and the Russell Microcap^® Index are registered trademarks of Russell Investments. Russell^® is a trademark of Russell Investments. An investment cannot be made directly into an index.

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

3

Managers Frontier Small Cap Growth Fund

Fund Snapshots

April 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers Frontier  Small Cap Growth Fund**			Russell  2000® Growth Index
Information Technology		26.9	%		28.3	%
Industrials		22.8	%		16.2	%
Consumer Discretionary		9.3	%		16.4	%
Health Care		8.8	%		19.5	%
Energy		7.9	%		5.6	%
Financials		6.5	%		4.8	%
Materials		1.4	%		5.2	%
Telecommunication Services		0.9	%		1.0	%
Consumer Staples		0.1	%		2.9	%
Utilities		0.0	%		0.1	%
Other Assets and Liabilities		15.4	%		0.0	%
**     As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net  Assets
Jabil Circuit, Inc.*		2.5	%
ON Semiconductor Corp.		2.5
Raymond James Financial, Inc.*		2.5
Mednax, Inc.*		2.4
MasTec, Inc.		2.1
WABCO Holdings, Inc.*		2.0
Ariba, Inc.*		2.0
Carrizo Oil & Gas, Inc.		1.9
RF Micro Devices, Inc.		1.7
Chico’s FAS, Inc.		1.7
Top Ten as a Group		21.3	%
*  Top Ten Holding at October 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.

4

Managers Frontier Small Cap Growth Fund

Schedule of Portfolio Investments

April 30, 2011 (unaudited)

	Shares			Value
Common Stocks - 84.6%
Consumer Discretionary - 9.3%
Cheesecake Factory, Inc., The*		17,000		$	500,140
Chico’s FAS, Inc.		72,600			1,062,138
Dollar Tree, Inc.*		18,250			1,049,375
Hanesbrands, Inc.*		14,200			461,642
Harman International Industries, Inc.		18,500			897,805
hhgregg, Inc.*		16,500			203,940
K12, Inc.*		5,400			212,598
LKQ Corp.*		29,600			746,512
P.F. Chang’s China Bistro, Inc.		4,200			168,420
Tractor Supply Co.		5,500			340,285
WMS Industries, Inc.*		9,500			311,600
Total Consumer Discretionary					5,954,455
Consumer Staples - 0.1%
Nu Skin Enterprises, Inc., Class A		2,600			83,434
Energy - 7.9%
Abraxas Petroleum Corp.*		31,000			157,480
Carrizo Oil & Gas, Inc.*		31,200			1,243,008
Comstock Resources, Inc.*		6,800	2		218,008
Core Laboratories, N.V.		500	2		47,990
InterOil Corp.*		4,600	2		292,560
Magnum Hunter Resources Corp.*		43,400	2		354,144
Northern Oil & Gas, Inc.*		11,000	2		261,360
Oasis Petroleum, Inc.*		7,900			242,767
Rex Energy Corp.*		17,700			227,091
St. Mary Land & Exploration Co.		13,700			1,039,282
World Fuel Services Corp.		25,500			1,009,290
Total Energy					5,092,980
Financials - 6.5%
Jefferies Group, Inc.		38,700			935,379
Penson Worldwide, Inc.*		9,000			54,630
Raymond James Financial, Inc.		42,300			1,586,250
W.R. Berkley Corp.		17,000			554,370
Waddell & Reed Financial, Inc.		25,200			1,033,452
Total Financials					4,164,081
Health Care - 8.8%
Accretive Health, Inc.*		23,600			666,464
CONMED Corp.*		21,500			603,720
Cumberland Pharmaceuticals, Inc.*		18,900			95,256
DexCom, Inc.*		35,300			587,745

	Shares		Value
HMS Holdings Corp.*		2,600	$	204,646
Insulet Corp.*		21,700		466,333
MAKO Surgical Corp.*		13,210		362,879
Medidata Solutions, Inc.*		9,700		248,999
Mednax, Inc.*		22,000		1,560,240
NPS Pharmaceuticals, Inc.*		12,000		124,440
PSS World Medical, Inc.*		4,300		123,668
United Therapeutics Corp.*		8,600		575,856
Total Health Care				5,620,246
Industrials - 22.8%
A.O. Smith Corp.		8,800		386,936
Advisory Board Co., The*		8,300		387,776
Ameresco, Inc., Class A*		13,800		222,318
Belden, Inc.		16,400		623,692
Brady Corp.		16,700		629,757
Carlisle Co., Inc.		10,600		525,124
CLARCOR, Inc.		10,700		483,533
Comfort Systems USA, Inc.		16,800		205,128
Hub Group, Inc.*		15,700		632,396
Insperity, Inc.		12,400		375,596
Kaman Corp., Class A		12,900		479,880
Landstar System, Inc.		17,200		815,280
MasTec, Inc.*		58,900		1,335,852
Meritor, Inc.*		47,900		824,359
Mine Safety Appliances Co.		14,100		559,488
Navistar International Corp.*		10,700		743,864
Pall Corp.		17,000		993,480
Quanta Services, Inc.*		23,400		507,312
UTI Worldwide, Inc.		23,200		519,912
WABCO Holdings, Inc.*		17,400		1,284,990
Waste Connections, Inc.		18,500		569,245
Watsco, Inc.		14,300		1,013,727
Wesco International, Inc.*		7,900		489,405
Total Industrials				14,609,050
Information Technology - 26.9%
Advanced Analogic Technologies, Inc.*		31,700		135,042
Ariba, Inc.*		35,900		1,248,243
Brightpoint, Inc.*		35,500		359,260
comScore, Inc.*		13,784		410,901
Constant Contact, Inc.*		9,100		252,161
Cymer, Inc.*		7,300		351,203

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

5

Managers Frontier Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 26.9% (continued)
DemandTec, Inc.*		19,200	$	212,544
Equinix, Inc.*		3,700		372,442
Factset Research Systems, Inc.		2,000		218,820
Fairchild Semiconductor International, Inc.*		5,200		109,044
Fortinet, Inc.*		1,300		63,310
GT Solar International, Inc.*		10,200		113,934
Ingram Micro, Inc., Class A*		18,900		353,997
Integrated Device Technology, Inc.*		15,900		129,346
Intevac, Inc.*		17,100		209,133
IntraLinks Holdings, Inc.*		6,700		212,792
Jabil Circuit, Inc.		81,900		1,624,896
Monolithic Power Systems, Inc.*		6,000		101,880
Monster Worldwide, Inc.*		36,100		592,401
Motricity, Inc.*		24,200		323,312
Ness Technologies, Inc.*		22,700		148,004
ON Semiconductor Corp.*		151,800		1,595,418
QLogic Corp.*		18,000		323,640
QuinStreet, Inc.*		45,700		826,256
Responsys, Inc.*		1,500		23,970
RF Micro Devices, Inc.*		166,594		1,109,516
RightNow Technologies, Inc.*		23,900		864,702
Rogers Corp.*		3,300		137,016
Sanmina-SCI Corp.*		28,800		337,536
Semtech Corp.*		26,100		732,627
Tech Data Corp.*		12,500		664,125
Tessera Technologies, Inc.*		49,100		970,216
TriQuint Semiconductor, Inc.*		12,900		177,633

	Shares			Value
Veeco Instruments, Inc.*		10,000	2	$	511,300
VeriFone Holdings, Inc.*		7,200			394,704
Verint Systems, Inc.*		7,900			270,417
Virtusa Corp.*		28,200			526,212
Web.com Group, Inc.*		16,800			265,104
Total Information Technology					17,273,057
Materials - 1.4%
Albemarle Corp.		6,300			444,465
Eagle Materials, Inc.		8,800			255,992
RTI International Metals, Inc.*		7,300			233,162
Total Materials					933,619
Telecommunication Services - 0.9%
Cogent Communications Group, Inc.*		22,000			319,220
Premiere Global Services, Inc.*		31,600			249,956
Total Telecommunication Services					569,176
Total Common Stocks (cost $41,820,566)					54,300,098
Short-Term Investments - 4.4% 1
BNY Institutional Cash Reserves Fund, Series B* 3,4		118,432			94,612
BNY Mellon Overnight Government Fund, 0.05% 3		1,385,718			1,385,718
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%		1,337,816			1,337,816
Total Short-Term Investments (cost $2,841,966)					2,818,146
Total Investments - 89.0% (cost $44,662,532)					57,118,244
Other Assets, less Liabilities - 11.0%					7,057,666
Net Assets - 100.0%				$	64,175,910

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

6

Managers AMG TSCM Growth Equity Fund

Fund Snapshots

April 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers AMG  TSCM Growth Equity Fund**			Russell  3000® Growth Index
Industrials		24.7	%		11.8	%
Information Technology		23.7	%		18.1	%
Consumer Discretionary		14.8	%		11.4	%
Health Care		13.5	%		11.4	%
Energy		7.9	%		12.2	%
Financials		7.8	%		15.8	%
Telecommunication Services		3.1	%		2.7	%
Materials		2.0	%		4.3	%
Consumer Staples		0.0	%		9.0	%
Utilities		0.0	%		3.3	%
Other Assets and Liabilities		2.5	%		0.0	%
**     As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net Assets
Danaher Corp.*		5.2	%
QUALCOMM, Inc.*		4.9
DaVita, Inc.*		4.6
Apple, Inc.*		4.1
United Parcel Service, Inc., Class B*		3.9
Halliburton Co.		3.8
Texas Instruments, Inc.		3.7
Lazard, Ltd., Class A		3.5
Coach, Inc.		3.4
American Tower Corp., Class A		3.1
Top Ten as a Group		40.2	%
*  Top Ten Holding at October 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.

7

Managers AMG TSCM Growth Equity Fund

Schedule of Portfolio Investments

April 30, 2011 (unaudited)

	Shares		Value
Common Stocks - 97.5%
Consumer Discretionary - 14.8%
Coach, Inc.		16,300	$	974,903
Hasbro, Inc.		17,850		836,094
Johnson Controls, Inc.		15,700		643,700
Nike, Inc.		9,240		760,637
Sotheby’s		5,700		287,964
Walt Disney Co., The		17,100		737,010
Total Consumer Discretionary				4,240,308
Energy - 7.9%
Denbury Resources, Inc.*		23,900		539,423
Halliburton Co.		21,800		1,100,464
Whiting Petroleum Corp.*		9,200		639,400
Total Energy				2,279,287
Financials - 7.8%
Aflac, Inc.		9,250		519,758
Lazard, Ltd., Class A		24,500		1,004,500
Signature Bank*		12,400		721,804
Total Financials				2,246,062
Health Care - 13.5%
Allergan, Inc.		9,400		747,864
Boston Scientific Corp.*		61,550		461,010
DaVita, Inc.*		15,000		1,321,350
HCA Holdings, Inc.*		20,000		656,000
Shire PLC		7,570		705,600
Total Health Care				3,891,824
Industrials - 24.7%
Allegiant Travel Co.		6,700		300,629
Ametek, Inc.		16,250		748,150
Danaher Corp.		27,000		1,491,480

	Shares		Value
Manitowoc Co., The		31,540	$	699,873
Manpower, Inc.		11,600		768,500
Union Pacific Corp.		5,800		600,126
United Parcel Service, Inc., Class B		14,900		1,117,053
URS Corp.*		13,550		606,362
Wesco International, Inc.*		12,550		777,472
Total Industrials				7,109,645
Information Technology - 23.7%
Accenture PLC, Class A		11,600		662,708
Apple, Inc.*		3,365		1,171,794
ASML Holding N.V.		5,120		213,811
Autodesk, Inc.*		6,500		292,370
Broadcom Corp., Class A		14,625		514,508
Juniper Networks, Inc.*		14,250		546,202
Micron Technology, Inc.*		27,450		309,910
QUALCOMM, Inc.		24,675		1,402,527
Teradata Corp.*		11,300		631,896
Texas Instruments, Inc.		29,900		1,062,347
Total Information Technology				6,808,073
Materials - 2.0%
Ecolab, Inc.		11,030		581,943
Telecommunication Services - 3.1%
American Tower Corp., Class A*		16,775		877,500
Total Common Stocks (cost $25,919,579)				28,034,642
Short-Term Investments - 3.3%1
Dreyfus Cash Management Fund, Institutional
Class Shares, 0.10% (cost $955,316)		955,316		955,316
Total Investments - 100.8% (cost $26,874,895)				28,989,958
Other Assets, less Liabilities - (0.8)%				(233,693	)
Net Assets - 100.0%			$	28,756,265

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

8

Managers Micro-Cap Fund

Fund Snapshots

April 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers Micro Cap Fund**			Russell Microcap®  Index			Russell  2000® Index
Information Technology		24.0	%		19.6	%		19.1	%
Industrials		21.7	%		13.6	%		15.2	%
Consumer Discretionary		16.2	%		11.5	%		13.0	%
Health Care		12.4	%		17.0	%		13.0	%
Financials		11.8	%		22.7	%		20.1	%
Materials		4.3	%		4.3	%		5.9	%
Energy		3.9	%		6.4	%		7.0	%
Consumer Staples		1.6	%		2.4	%		2.9	%
Utilities		0.8	%		1.1	%		3.0	%
Telecommunication Services		0.0	%		1.4	%		0.8	%
Other Assets and Liabilities		3.3	%		0.0	%		0.0	%
**     As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of  Net Assets
Universal Electronics, Inc.*		1.4	%
Universal Stainless & Alloy Products, Inc.*		1.3
Acacia Research Corp.		1.2
Koppers Holdings, Inc.		1.2
Columbus McKinnon Corp.*		1.2
Financial Engines, Inc.		1.1
FARO Technologies, Inc.		1.0
Chart Industries, Inc.		1.0
Body Central Corp.		0.9
NIC, Inc.		0.9
Top Ten as a Group		11.2	%
*  Top Ten Holding at October 31, 2010

Any sectors, industries, or securities discussed should not be perceived as investment reco mmendations. 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 Micro-Cap Fund

Schedule of Portfolio Investments

April 30, 2011 (unaudited)

	Shares		Value
Common Stocks - 96.7%
Consumer Discretionary - 16.2%
Amerigon, Inc.*		49,673	$	846,925
Arctic Cat, Inc.*		12,500		209,875
Benihana, Inc.*		105,464		933,356
BJ’s Restaurants, Inc.*		25,179		1,182,154
Body Central Corp.*		60,129		1,453,919
Books-A-Million, Inc.		29,000		133,980
Bravo Brio Restaurant Group, Inc.*		22,944		473,564
Cache, Inc.*		54,173		310,953
California Pizza Kitchen, Inc.*		14,800		236,800
Caribou Coffee Co., Inc.*		6,043		56,925
Carrols Restaurant Group, Inc.*		19,100		186,416
Casual Male Retail Group, Inc.*		283,138		1,194,842
Core-Mark Holding Co., Inc.*		4,900		164,199
CPI Corp.		19,200		345,024
Delta Apparel, Inc.*		37,700		666,913
Destination Maternity Corp.*		12,008		280,627
Famous Dave’s of America, Inc.*		8,900		87,665
Fred’s, Inc.		12,400		173,104
Grand Canyon Education, Inc.*		5,500		79,530
Haverty Furniture Co., Inc.		14,200		186,020
Hibbett Sports, Inc.*		22,522		850,881
Hooker Furniture Corp.		14,788		183,963
IMAX Corp.*		3,288		115,343
Interclick, Inc.*		47,678		334,223
iRobot Corp.*		23,463		831,059
K12, Inc.*		17,431		686,258
Kenneth Cole Productions, Inc.*		24,707		332,803
Kid Brands, Inc.*		33,100		241,961
Lifetime Brands, Inc.		5,800		92,336
Mac-Gray Corp.		18,400		311,696
Maidenform Brands, Inc.*		6,500		205,790
Marcus Corp., The		16,100		178,549
McCormick & Schmick’s Seafood
Restaurants, Inc.*		27,579		251,796
Meritage Corp.*		10,085		241,132
Midas, Inc.*		22,600		164,302
Monro Muffler Brake, Inc.		6,300		191,394
Morton’s Restaurant Group, Inc.*		13,500		99,900

	Shares			Value
Multimedia Games, Inc.*		29,900		$	175,513
Perry Ellis International, Inc.*		11,800			332,524
R.G. Barry Corp.		68,800	2		842,112
Red Robin Gourmet Burgers, Inc.*		22,400			609,056
Rocky Brands, Inc.*		5,700			86,811
Rue21, Inc.*		8,337			251,110
Rush Enterprises, Inc., Class A*		20,402			429,870
Ruth’s Chris Steak House, Inc.*		35,700			175,287
Select Comfort Corp.*		33,448			530,820
Shutterfly, Inc.*		13,286			817,886
Standard Motor Products, Inc.		12,700			180,975
Steinway Musical Instruments, Inc.*		53,225			1,330,626
Stoneridge, Inc.*		16,134			246,850
Summer Infant, Inc.*		42,617			376,734
True Religion Apparel, Inc.*		28,500	2		861,270
Universal Electronics, Inc.*		76,463	2		2,117,260
US Auto Parts Network, Inc.*		40,879			317,221
West Marine, Inc.*		16,500			179,520
Zumiez, Inc.*		17,530			492,768
Total Consumer Discretionary					24,870,390
Consumer Staples - 1.6%
Inter Parfums, Inc.		25,841			491,754
Nash Finch Co.		19,900			740,678
Omega Protein Corp.*		6,300			81,144
Pantry, Inc., The*		10,700			165,636
Primo Water Corp.*		19,720			296,589
Smart Balance, Inc.*		20,200			96,556
Spartan Stores, Inc.		22,700			354,347
Susser Holdings Corp.*		13,200			182,028
Total Consumer Staples					2,408,732
Energy - 3.9%
GeoResources, Inc.*		30,300			879,306
Global Geophysical Services, Inc.*		40,824			775,248
Gulf Island Fabrication, Inc.		10,396			367,395
Gulfport Energy Corp.*		34,700			1,181,188
Kodiak Oil & Gas Corp.*		89,074			625,299
Magnum Hunter Resources Corp.*		65,887			537,638
Natural Gas Services Group, Inc.*		9,300			167,679
North American Energy Partners, Inc.*		21,500			245,100
OYO Geospace Corp.*		6,100			569,008

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

10

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Energy-3.9% (continued)
Panhandle Oil and Gas, Inc.		5,500	$	166,430
Tesco Corp.*		15,000		282,150
Willbros Group, Inc.*		23,000		247,250
Total Energy				6,043,691
Financials - 11.8%
Advance America, Cash Advance Centers, Inc.		50,400		296,352
Alliance Financial Corp.		2,600		83,824
Altisource Portfolio Solutions S.A.*		16,046		521,174
Amerisafe, Inc.*		35,700		797,181
Associated Estates Realty Corp.		11,000		183,040
Asta Funding, Inc.		47,600		386,036
Bancorp, Inc., The*		37,175		363,943
Bank of Marin Bancorp		7,600		286,064
Boston Private Financial Holdings, Inc.		30,200		211,098
Cardinal Financial Corp.		23,900		268,636
CoBiz Financial, Inc.		28,700		194,873
Cogdell Spencer, Inc.		14,000		84,700
Community Trust Bancorp, Inc.		11,600		328,280
Compass Diversified Holdings		68,800		1,153,088
Cypress Sharpridge Investments, Inc.		12,300		151,905
Dollar Financial Corp.*		19,563		449,753
Encore Capital Group, Inc.*		41,282		1,235,983
ESB Financial Corp.		5,900		100,123
Financial Engines, Inc.*		59,324		1,686,581
Financial Institutions, Inc.		9,300		158,100
First of Long Island Corp., The		6,500		175,825
Flushing Financial Corp.		23,400		344,448
FPIC Insurance Group, Inc.*		9,400		347,048
German American Bancorp, Inc.		5,000		87,250
Great Southern Bancorp, Inc.		4,100		84,870
Imperial Holdings, Inc.*		26,100		259,434
Independent Bank Corp. (MA)		9,700		284,307
JMP Group, Inc.		10,300		88,580
Lakeland Financial Corp.		8,000		175,280
LaSalle Hotel Properties		19,600		551,544
MarketAxess Holdings, Inc.		29,904		728,162
Meadowbrook Insurance Group, Inc.		42,800		438,272
Mission West Properties, Inc.		13,100		100,608
National Bankshares, Inc.		8,900		253,027
National Interstate Corp.		24,600		553,254
Noah Holdings, Ltd., Sponsored ADR*		19,713		354,637

	Shares			Value
Northrim Bancorp, Inc.		21,336		$	426,933
OceanFirst Financial Corp., Inc.		12,700			184,150
Provident New York Bancorp		17,900			167,902
Ramco-Gershenson Properties Trust		19,800			255,222
S.Y. Bancorp, Inc.		14,400			359,568
SeaBright Insurance Holdings, Inc.		18,700			191,114
Southside Bancshares, Inc.		12,310			267,742
Texas Capital Bancshares, Inc.*		19,533			503,951
United Financial Bancorp, Inc.		11,000			179,740
Urstadt Biddle Properties, Inc., Class A		8,900			175,152
ViewPoint Financial Group		6,620			81,757
Washington Banking Co.		27,200			380,528
Washington Trust Bancorp, Inc.		8,000			187,440
Western Alliance Bancorp*		87,746			725,659
WisdomTree Investments, Inc.*		42,793			302,119
Total Financials					18,156,257
Health Care - 12.4%
Abiomed, Inc.*		16,343			284,041
Almost Family, Inc.*		4,700			162,949
Amarin Corp. PLC, Sponsored ADR*		32,825			525,200
America Service Group, Inc.		7,700			198,660
Assisted Living Concepts, Inc.*		4,500			162,270
Biolase Technology, Inc.*		77,649			473,659
BioScrip, Inc.*		67,200			309,792
Caliper Life Science, Inc.*		12,700			84,963
Cantel Medical Corp.		13,000			337,090
Continucare Corp.*		17,300			92,728
CryoLife, Inc.*		29,200			170,528
Cyberonics, Inc.*		15,829			563,038
Derma Sciences, Inc.*		23,433			203,633
DexCom, Inc.*		46,038			766,533
Endologix, Inc.*		104,572			831,347
Ensign Group, Inc.,The		5,900			163,194
ePocrates, Inc.*		33,722			789,095
Exactech, Inc.*		31,400			562,374
Genomic Health, Inc.*		16,381			447,201
HeartWare International, Inc.*		33			2,462
HMS Holdings Corp.*		2,400			188,904
Insulet Corp.*		50,624			1,087,910
IPC The Hospitalist Co., Inc.*		8,730			452,738
Ista Pharmaceuticals, Inc.*		26,100			267,525
Kensey Nash Corp.*		30,600	2		756,738

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

11

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares			Value
Health Care - 12.4% (continued)
Landauer, Inc.		1,200		$	72,204
LHC Group, Inc.*		14,500			429,490
MAKO Surgical Corp.*		39,540			1,086,164
MEDTOX Scientific, Inc.*		5,700			91,086
Meridian Bioscience, Inc.		20,600	2		509,026
Merit Medical Systems, Inc.*		9,265			216,060
Metro Health Networks, Inc.*		65,800			277,676
MWI Veterinary Supply, Inc.*		7,530			626,270
Neogen Corp.*		7,444			311,904
NPS Pharmaceuticals, Inc.*		55,642			577,008
NxStage Medical, Inc.*		37,083			913,725
Obagi Medical Products, Inc.*		28,000			359,240
Pacific Biosciences of California, Inc.*		7,196			88,079
Palomar Medical Technologies, Inc.*		28,275			452,683
Pharmerica Corp.*		21,900			288,204
Sagent Pharmaceuticals, Inc.*		26,876			548,539
Symmetry Medical, Inc.*		21,700			215,915
Synergetics USA, Inc.*		29,200			159,140
Synovis Life Technologies, Inc.*		29,462			600,730
Transcend Services, Inc.*		3,335			80,474
U.S. Physical Therapy, Inc.		48,900			1,190,715
Young Innovations, Inc.		5,585			173,247
Total Health Care					19,152,151
Industrials - 21.7%
AAON, Inc.		5,300			174,105
Acacia Research Corp.*		46,500			1,911,615
Acco Brands Corp.*		67,800			658,338
Air Transport Services Group, Inc.*		88,200			721,476
Alamo Group, Inc.		6,300			180,243
Allied Defense Group, Inc., The*		32,600			110,840
Ameresco, Inc., Class A*		23,986			386,414
American Ecology Corp.		20,900			383,724
Ameron International Corp.		4,700			330,598
Apogee Enterprises, Inc.		12,200			174,216
Astronics Corp.*		18,737			487,162
AZZ, Inc.		30,900			1,352,802
CAI International, Inc.*		14,200			357,272
Capstone Turbine Corp.*		305,286			595,308
Cascade Corp.		5,900			270,220
CBIZ, Inc.*		49,751			364,675
Celadon Group, Inc.*		64,033			945,767

	Shares		Value
Chart Industries, Inc.*		31,572	$	1,534,715
Columbus McKinnon Corp.*		90,200		1,804,000
Comfort Systems USA, Inc.		12,400		151,404
Commercial Vehicle Group, Inc.*		29,646		511,690
Courier Corp.		18,700		256,190
Covenant Transportation Group, Inc.*		27,374		261,148
CRA International, Inc.*		18,200		517,790
Ducommun, Inc.		27,100		616,525
Dynamic Materials Corp.		34,666		902,009
Eagle Bulk Shipping, Inc.*		33,700		115,591
Electro Rent Corp.		5,100		80,325
Ennis, Inc.		41,400		773,352
Exponent, Inc.*		5,800		248,878
Furmanite Corp.*		66,209		554,831
G&K Services, Inc., Class A		5,300		175,430
Gibraltar Industries, Inc.*		14,900		174,032
GP Strategies Corp.*		13,133		171,911
Graham Corp.		32,353		740,237
Greenbrier Co., Inc.*		40,615		1,099,449
Heritage-Crystal Clean, Inc.*		15,491		262,572
Higher One Holdings, Inc.*		6,926		97,587
Hurco Companies, Inc.*		16,700		542,249
Interface, Inc., Class A		51,800		965,552
KEWY Holding Corp., The*		19,300		215,967
Kforce, Inc.*		22,060		345,239
Kimball International, Inc., Class B		30,200		225,896
LaBarge, Inc.*		58,100		1,112,035
LB Foster Co., Class A		18,500		787,360
Marten Transport, Ltd.		20,300		453,908
Met-Pro Corp.		22,900		272,281
Michael Baker Corp.*		12,300		303,072
MYR Group, Inc.*		29,433		733,765
NN, Inc.*		20,500		359,365
OceanFreight, Inc., Class A*		39,000		21,844
Old Dominion Freight Line, Inc.*		13,500		505,170
Orion Marine Group, Inc.*		47,700		492,741
PGT, Inc.*		126,700		314,216
Powell Industries, Inc.*		6,900		272,688
RBC Bearings, Inc.*		12,436		488,237
Saia, Inc.*		21,632		359,091
SFN Group, Inc.*		13,400		141,102
Standard Parking Corp.*		30,600		535,194

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

12

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Industrials - 21.7% (continued)
Sun Hydraulics Corp.		20,416	$	949,140
TBS International PLC, Class A*		38,400		66,048
Titan International, Inc.		11,633		359,343
Universal Truckload Services, Inc.*		11,000		174,240
USA Truck, Inc.*		12,805		159,422
Vitran Corp., Inc., Class A*		65,670		1,023,796
Westport Innovations, Inc.*		22,925		580,002
Zipcar, Inc.*		5,395		139,137
Total Industrials				33,352,541
Information Technology - 24.0%
Actuate Corp.*		49,100		286,253
Allot Communications, Ltd.*		15,694		256,597
American Software, Inc., Class A		25,300		196,834
Amtech Systems, Inc.*		10,800		247,104
Anaren Microwave, Inc.*		17,300		287,007
Aspen Technology, Inc.*		38,400		575,616
BroadSoft, Inc.*		5,377		244,385
Callidus Software, Inc.*		45,391		313,652
Ceva, Inc.*		10,593		323,934
ChinaCache International Holdings, Ltd.,
Sponsored ADR*		13,908		233,793
Computer Task Group, Inc.*		36,700		544,995
comScore, Inc.*		44,572		1,328,691
Constant Contact, Inc.*		21,915		607,265
Convio, Inc.*		33,252		407,004
Cornerstone OnDemand, Inc.*		28,703		549,375
CTS Corp.		30,100		330,799
Dice Holdings, Inc.*		57,353		1,051,280
Digi International, Inc.*		30,728		362,898
DSP Group, Inc.*		21,200		171,296
DTS, Inc.*		14,762		650,414
Ellie Mae, Inc.*		39,118		279,694
EMS Technologies, Inc.*		16,600		419,316
Envestnet, Inc.*		21,096		279,522
ExlService Holdings, Inc.*		9,871		204,527
Extreme Networks, Inc.*		75,614		236,672
FARO Technologies, Inc.*		37,223		1,606,917
GSI Technology, Inc.*		9,300		82,863
Hackett Group, Inc., The*		23,600		102,424
hiSoft Technology International, Sponsored ADR*		16,345		304,998

	Shares		Value
Hollysys Automation Technologies, Ltd.*		4,667	$	56,051
Inphi Corp.*		61,058		1,317,632
Interactive Intelligence, Inc.*		31,700		1,186,214
Intevac, Inc.*		13,700		167,551
IntraLinks Holdings, Inc.*		21,793		692,146
IXYS Corp.*		19,500		309,270
Kenexa Corp.*		12,600		370,692
Lionbridge Technologies, Inc.*		142,700		480,899
Liquidity Services, Inc.*		33,942		660,172
LivePerson, Inc.*		93,746		1,252,447
LogMeIn, Inc.*		9,700		417,779
Loop Net, Inc.*		25,545		474,626
Marchex, Inc.		11,000		77,660
MaxLinear, Inc., Class A*		26,374		247,652
Maxwell Technologies, Inc.*		57,348		1,022,515
Methode Electronics, Inc.		28,300		349,788
ModusLink Global Solutions, Inc.*		31,700		166,108
Multi-Fineline Electronix, Inc.*		2,900		77,227
NCI, Inc., Class A*		11,000		270,710
NeoPhotonics Corp.*		30,281		328,246
NIC, Inc.		105,930		1,361,730
OCZ Technology Group, Inc.*		25,210		206,974
Oplink Communications, Inc.*		15,514		307,177
OPNET Technologies, Inc.		12,524		490,440
OSI Systems, Inc.*		4,300		165,077
PC Connection, Inc.*		19,200		170,496
QuinStreet, Inc.*		25,971		469,556
Radisys Corp.*		20,300		178,843
RDA Microelectronics, Inc., Sponsored ADR*		29,917		393,409
Renaissance Learning, Inc.		14,800		177,452
Responsys, Inc.*		13,535		216,289
Richardson Electronics, Ltd.		13,300		179,284
RightNow Technologies, Inc.*		12,898		466,650
S1 Corp.*		38,800		266,556
ServiceSource International, Inc.*		34,549		431,862
ShoreTel, Inc.*		120,902		1,263,426
Sierra Wireless, Inc.*		30,966		366,947
Silicon Image, Inc.*		42,462		353,284
Spectrum Control, Inc.*		45,818		911,320
SPS Commerce, Inc.*		16,309		267,631
Symmetricom, Inc.*		30,192		184,171

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

13

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares			Value
Information Technology - 24.0% (continued)
Synchronoss Technologies, Inc.*		19,764		$	637,587
TESSCO Technologies, Inc.		16,100			189,819
TNS, Inc.*		12,800			210,304
Tyler Technologies, Inc.*		39,200	2		971,768
VanceInfo Technologies, Inc., Sponsored ADR*		13,158			423,161
Velti PLC*		29,533			543,998
Virtusa Corp.*		51,760			965,842
Vocus, Inc.*		27,733			821,729
Xyratex, Ltd.*		92,600			945,446
Total Information Technology					36,949,738
Materials - 4.3%
Koppers Holdings, Inc.		40,670			1,859,839
Landec Corp.*		45,400			294,192
Materion Corp.*		16,193			676,220
Myers Industries, Inc.		35,600			379,852
Omnova Solutions, Inc.*		97,500			828,750
Penford Corp.*		14,900			83,589
Quaker Chemical Corp.		4,200			189,756
U S Energy Corp., Wyoming*		13,340			76,305

	Shares		Value
Universal Stainless & Alloy Products, Inc.*		55,900	$	2,026,375
Zagg, Inc.*		30,207		268,238
Total Materials				6,683,116
Utilities - 0.8%
Central Vermont Public Service Corp.		18,700		437,767
Chesapeake Utilities Corp.		8,000		342,320
Unitil Corp.		18,500		467,310
Total Utilities				1,247,397
Total Common Stocks (cost $109,637,922)				148,864,013
Exchange Traded Funds - 0.5%
SPDR KBW Regional Banking (cost $591,337)		27,700		739,590
Short-Term Investments - 2.6%1
BNY Mellon Overnight Government Fund, 0.05%3		671,251		671,251
Dreyfus Cash Management Fund, Institutional Class Shares, 0.10%		3,311,446		3,311,446
Total Short-Term Investments (cost $3,982,697)				3,982,697
Total Investments - 99.8% (cost $114,211,956)				153,586,300
Other Assets, less Liabilities - 0.2%				317,074
Net Assets - 100.0%			$	153,903,374

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

14

Managers Institutional Micro-Cap Fund

Fund Snapshots

April 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers Institutional Micro-Cap Fund**			Russell  Microcap® Index			Russell  2000® Index
Information Technology		23.0	%		19.6	%		19.1	%
Industrials		20.3	%		13.6	%		15.2	%
Consumer Discretionary		15.5	%		11.5	%		13.0	%
Health Care		11.5	%		17.0	%		13.0	%
Financials		11.4	%		22.7	%		20.1	%
Materials		4.1	%		4.3	%		5.9	%
Energy		3.8	%		6.4	%		7.0	%
Consumer Staples		1.5	%		2.4	%		2.9	%
Utilities		0.7	%		1.1	%		3.0	%
Telecommunication Services		0.0	%		1.4	%		0.8	%
Other Assets and Liabilities		8.2	%		0.0	%		0.0	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net Assets
Universal Electronics, Inc.*		1.4	%
Universal Stainless & Alloy Products, Inc.*		1.2
Acacia Research Corp.		1.2
Columbus McKinnon Corp.*		1.2
Koppers Holdings, Inc.		1.1
Financial Engines, Inc.		1.0
FARO Technologies, Inc.		1.0
NIC, Inc.		1.0
Chart Industries, Inc.		0.9
AZZ, Inc.		0.9
Top Ten as a Group		10.9	%
*  Top Ten Holding at October 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 Institutional Micro-Cap Fund

Schedule of Portfolio Investments

April 30, 2011 (unaudited)

	Shares			Value
Common Stocks - 91.8%
Consumer Discretionary - 15.5%
Amerigon, Inc.*		8,696		$	148,267
Arctic Cat, Inc.*		1,950			32,740
Benihana, Inc.*		19,950			176,558
BJ’s Restaurants, Inc.*		4,420			207,519
Body Central Corp.*		10,626			256,937
Books-A-Million, Inc.		5,600	2		25,872
Bravo Brio Restaurant Group, Inc.*		4,038			83,344
Cache, Inc.*		8,681			49,829
California Pizza Kitchen, Inc.*		2,900			46,400
Caribou Coffee Co., Inc.*		1,202			11,323
Carrols Restaurant Group, Inc.*		3,400			33,184
Casual Male Retail Group, Inc.*		53,982			227,804
Core-Mark Holding Co., Inc.*		933			31,265
CPI Corp.		2,950			53,012
Delta Apparel, Inc.*		7,000			123,830
Destination Maternity Corp.*		1,902			44,450
Famous Dave’s of America, Inc.*		1,750			17,238
Fred’s, Inc.		2,250			31,410
Grand Canyon Education, Inc.*		300			4,338
Haverty Furniture Co., Inc.		2,450			32,095
Hibbett Sports, Inc.*		4,017			151,762
Hooker Furniture Corp.		2,597			32,307
IMAX Corp.*		585			20,522
Interclick, Inc.*		8,364			58,632
iRobot Corp.*		4,256			150,748
K12, Inc.*		3,069			120,827
Kenneth Cole Productions, Inc.*		4,828			65,033
Kid Brands, Inc.*		6,450			47,150
Lifetime Brands, Inc.		1,000			15,920
Mac-Gray Corp.		2,504			42,418
Maidenform Brands, Inc.*		1,000			31,660
Marcus Corp., The		2,950			32,716
McCormick & Schmick’s Seafood
Restaurants, Inc.*		5,220			47,659
Meritage Corp.*		1,769			42,297
Midas, Inc.*		4,304			31,290
Monro Muffier Brake, Inc.		1,082			32,871
Morton’s Restaurant Group, Inc.*		2,100			15,540
Multimedia Games, Inc.*		5,550			32,578
Perry Ellis International, Inc.*		2,250			63,405

	Shares		Value
R.G. Barry Corp.		14,086	$	172,413
Red Robin Gourmet Burgers, Inc.*		3,950		107,400
Rocky Brands, Inc.*		1,100		16,753
Rue21, Inc.*		1,459		43,945
Rush Enterprises, Inc., Class A*		3,667		77,264
Ruth’s Chris Steak House, Inc.*		6,250		30,688
Select Comfort Corp.*		5,992		95,093
Shutterfiy, Inc.*		2,342		144,174
Standard Motor Products, Inc.		2,300		32,775
Steinway Musical Instruments, Inc.*		9,574		239,350
Stoneridge, Inc.*		2,830		43,299
Summer Infant, Inc.*		7,461		65,955
True Religion Apparel, Inc.*		5,700		172,254
Universal Electronics, Inc.*		14,608		404,496
US Auto Parts Network, Inc.*		7,303		56,671
West Marine, Inc.*		3,000		32,640
Zumiez, Inc.*		3,688		103,670
Total Consumer Discretionary				4,511,590
Consumer Staples - 1.5%
Inter Parfums, Inc.		4,634		88,185
Nash Finch Co.		3,900		145,158
Omega Protein Corp.*		1,250		16,100
Pantry, Inc., The*		2,100		32,508
Primo Water Corp.*		3,452		51,918
Smart Balance, Inc.*		3,650		17,447
Spartan Stores, Inc.		4,250		66,342
Susser Holdings Corp.*		2,300		31,717
Total Consumer Staples				449,375
Energy - 3.8%
GeoResources, Inc.*		5,800		168,316
Global Geophysical Services, Inc.*		5,901		112,060
Gulf Island Fabrication, Inc.		1,945		68,736
Gulfport Energy Corp.*		6,800		231,472
Kodiak Oil & Gas Corp.*		15,848		111,253
Magnum Hunter Resources Corp.*		9,882		80,637
Natural Gas Services Group, Inc.*		1,750		31,552
North American Energy Partners, Inc.*		4,150		47,310
OYO Geospace Corp.*		1,150		107,272
Panhandle Oil and Gas, Inc.		1,050		31,773
Tesco Corp.*		2,900		54,549
Willbros Group, Inc.*		4,400		47,300
Total Energy				1,092,230

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

16

Managers Institutional Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares			Value
Financials - 11.4%
Advance America, Cash Advance Centers, Inc.		9,150		$	53,802
Alliance Financial Corp.		525			16,926
Altisource Portfolio Solutions S.A.*		2,864			93,023
Amerisafe, Inc.*		6,700			149,611
Associated Estates Realty Corp.		1,918			31,916
Asta Funding, Inc.		7,200			58,392
Bancorp Rhode Island, Inc.		750			33,270
Bancorp, Inc., The*		89			871
Bank of Marin Bancorp		1,250			47,050
Boston Private Financial Holdings, Inc.		5,600			39,144
Cardinal Financial Corp.		4,450			50,018
CoBiz Financial, Inc.		5,400			36,666
Cogdell Spencer, Inc.		2,800			16,940
Community Trust Bancorp, Inc.		2,261			63,986
Compass Diversified Holdings		12,900	2		216,204
Cypress Sharpridge Investments, Inc.		3,500			43,225
Dollar Financial Corp.*		3,468			79,729
Encore Capital Group, Inc.*		7,045			210,927
ESB Financial Corp.		975			16,546
Financial Engines, Inc.*		10,486			298,116
Financial Institutions, Inc.		1,800			30,600
First of Long Island Corp., The		1,225			33,136
Flushing Financial Corp.		4,450			65,504
FPIC Insurance Group, Inc.*		1,750			64,610
German American Bancorp, Inc.		1,000			17,450
Great Southern Bancorp, Inc.		800			16,560
Imperial Holdings, Inc.*		5,100			50,694
Independent Bank Corp. (MA)		1,690			49,534
JMP Group, Inc.		1,950			16,770
Lakeland Financial Corp.		1,442			31,594
LaSalle Hotel Properties		4,100			115,374
MarketAxess Holdings, Inc.		5,302			129,104
Meadowbrook Insurance Group, Inc.		8,008			82,002
Mission West Properties, Inc.		2,144			16,466
National Bankshares, Inc.		1,725			49,042
National Interstate Corp.		4,700			105,703
Noah Holdings, Ltd., Sponsored ADR*		3,518			63,289
Northrim Bancorp, Inc.		4,200			84,042
OceanFirst Financial Corp., Inc.		2,250			32,625
Provident New York Bancorp		3,500			32,830
Ramco-Gershenson Properties Trust		3,650			47,048

	Shares		Value
S.Y. Bancorp, Inc.		2,690	$	67,169
SeaBright Insurance Holdings, Inc.		3,500		35,770
Southside Bancshares, Inc.		2,273		49,427
Texas Capital Bancshares, Inc.*		3,504		90,403
United Financial Bancorp, Inc.		2,000		32,680
Urstadt Biddle Properties, Inc., Class A		1,600		31,488
ViewPoint Financial Group		1,260		15,561
Washington Banking Co.		5,100		71,349
Washington Trust Bancorp, Inc.		1,450		33,974
Western Alliance Bancorp*		16,062		132,833
WisdomTree Investments, Inc.*		7,492		52,894
Total Financials				3,303,887
Health Care - 11.5%
Abiomed, Inc.*		2,861		49,724
Almost Family, Inc.*		850		29,470
Amarin Corp. PLC, Sponsored ADR*		5,822		93,152
Assisted Living Concepts, Inc.*		850		30,651
Biolase Technology, Inc.*		13,599		82,954
BioScrip, Inc.*		14,300		65,923
Caliper Life Science, Inc.*		2,400		16,056
Cantel Medical Corp.		2,475		64,177
Continucare Corp.*		2,764		14,815
CryoLife, Inc.*		5,700		33,288
Cyberonics, Inc.*		2,848		101,303
Derma Sciences, Inc.*		4,058		35,264
DexCom, Inc.*		8,117		135,148
Endologix, Inc.*		18,598		147,854
Ensign Group, Inc.,The		975		26,968
ePocrates, Inc.*		5,912		138,341
Exactech, Inc.*		6,100		109,251
Genomic Health, Inc.*		2,951		80,562
HMS Holdings Corp.*		400		31,484
Insulet Corp.*		8,696		186,877
IPC The Hospitalist Co., Inc.*		1,520		78,827
Ista Pharmaceuticals, Inc.*		4,700		48,175
Kensey Nash Corp.*		5,650		139,724
Landauer, Inc.		500		30,085
LHC Group, Inc.*		3,000		88,860
MAKO Surgical Corp.*		6,971		191,493
MEDTOX Scientific, Inc.*		1,000		15,980
Meridian Bioscience, Inc.		3,400		84,014
Merit Medical Systems, Inc.*		1,648		38,431

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

17

Managers Institutional Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Health Care - 11.5% (continued)
Metro Health Networks, Inc.*		10,950	$	46,209
MWI Veterinary Supply, Inc.*		1,356		112,779
Neogen Corp.*		1,362		57,068
NPS Pharmaceuticals, Inc.*		4,293		44,518
NxStage Medical, Inc.*		6,599		162,599
Obagi Medical Products, Inc.*		5,000		64,150
Pacific Biosciences of California, Inc.*		1,252		15,324
Palomar Medical Technologies, Inc.*		4,665		74,687
Pharmerica Corp.*		3,700		48,692
Sagent Pharmaceuticals, Inc.*		4,919		100,397
Symmetry Medical, Inc.*		4,100		40,795
Synergetics USA, Inc.*		5,700		31,065
Synovis Life Technologies, Inc.*		5,223		106,497
Transcend Services, Inc.*		609		14,695
U.S. Physical Therapy, Inc.		9,076		221,001
Young Innovations, Inc.		1,037		32,168
Total Health Care				3,361,495
Industrials - 20.3%
AAON, Inc.		975		32,029
Acacia Research Corp.*		8,400		345,324
Acco Brands Corp.*		12,800		124,288
Air Transport Services Group, Inc.*		17,200		140,696
Alamo Group, Inc.		1,159		33,159
Allied Defense Group, Inc., The*		6,000		20,400
Ameresco, Inc., Class A*		4,295		69,192
American Ecology Corp.		3,571		65,564
Ameron International Corp.		900		63,306
Apogee Enterprises, Inc.		2,220		31,702
Astronics Corp.*		3,287		85,462
AZZ, Inc.		5,900		258,302
CAI International, Inc.*		2,700		67,932
Capstone Turbine Corp.*		43,751		85,314
Cascade Corp.		1,025		46,945
CBIZ, Inc.*		8,794		64,460
Celadon Group, Inc.*		11,662		172,248
Chart Industries, Inc.*		5,600		272,216
Columbus McKinnon Corp.*		16,800		336,000
Comfort Systems USA, Inc.		2,500		30,525
Commercial Vehicle Group, Inc.*		5,192		89,614
Courier Corp.		3,522		48,251

	Shares			Value
Covenant Transportation Group, Inc.*		4,798		$	45,773
CRA International, Inc.*		3,650			103,842
Ducommun, Inc.		5,075			115,456
Dynamic Materials Corp.		6,159			160,257
Eagle Bulk Shipping, Inc.*		5,900			20,237
Electro Rent Corp.		1,050			16,538
Ennis, Inc.		7,550			141,034
Exponent, Inc.*		1,155			49,561
Furmanite Corp.*		11,271			94,451
G&K Services, Inc., Class A		1,000			33,100
Gibraltar Industries, Inc.*		2,575			30,076
GP Strategies Corp.*		2,466			32,280
Graham Corp.		5,632			128,860
Greenbrier Co., Inc.*		7,523			203,648
Heritage-Crystal Clean, Inc.*		2,712			45,968
Higher One Holdings, Inc.*		1,275			17,965
Hurco Companies, Inc.*		2,621			85,104
Interface, Inc., Class A		10,100			188,264
KEWY Holding Corp., The*		3,800			42,522
Kforce, Inc.*		3,914			61,254
Kimball International, Inc., Class B		5,200			38,896
LaBarge, Inc.*		1,674			32,040
LB Foster Co., Class A		3,400			144,704
Marten Transport, Ltd.		4,525			101,179
Met-Pro Corp.		4,050			48,154
Michael Baker Corp.*		2,300			56,672
MYR Group, Inc.*		4,947			123,329
NN, Inc.*		3,950			69,244
OceanFreight, Inc., Class A*		7,333			4,107
Old Dominion Freight Line, Inc.*		2,550			95,421
Orion Marine Group, Inc.*		8,100			83,673
PGT, Inc.*		25,700	2		63,736
Powell Industries, Inc.*		1,200			47,424
RBC Bearings, Inc.*		2,194			86,136
Saia, Inc.*		4,009			66,549
SFN Group, Inc.*		2,400			25,272
Standard Parking Corp.*		5,521			96,562
Sun Hydraulics Corp.		3,899			181,265
TBS International PLC, Class A*		6,500			11,180
Titan International, Inc.		2,040			63,016
Universal Truckload Services, Inc.*		1,950			30,888

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

18

Managers Institutional Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Industrials - 20.3% (continued)
USA Truck, Inc.*		2,469	$	30,739
Vitran Corp., Inc., Class A*		11,461		178,677
Westport Innovations, Inc.*		4,033		102,035
Zipcar, Inc.*		984		25,377
Total Industrials				5,905,394
Information Technology - 23.0%
Actuate Corp.*		8,238		48,028
Allot Communications, Ltd.*		5,902		96,498
American Software, Inc., Class A		4,200		32,676
Amtech Systems, Inc.*		2,100		48,048
Anaren Microwave, Inc.*		3,725		61,798
Aspen Technology, Inc.*		8,500		127,415
BroadSoft, Inc.*		941		42,768
Callidus Software, Inc.*		7,946		54,907
Ceva, Inc.*		1,878		57,429
ChinaCache International Holdings, Ltd., Sponsored ADR*		2,452		41,218
Computer Task Group, Inc.*		6,750		100,238
comScore, Inc.*		8,114		241,878
Constant Contact, Inc.*		3,286		91,055
Convio, Inc.*		11,000		134,640
Cornerstone OnDemand, Inc.*		6,040		115,606
CTS Corp.		5,950		65,390
Dice Holdings, Inc.*		10,170		186,416
Digi International, Inc.*		5,305		62,652
DSP Group, Inc.*		3,950		31,916
DTS, Inc.*		2,584		113,851
Ellie Mae, Inc.*		6,854		49,006
EMS Technologies, Inc.*		2,500		63,150
Envestnet, Inc.*		3,701		49,038
ExlService Holdings, Inc.*		1,731		35,866
Extreme Networks, Inc.*		14,725		46,089
FARO Technologies, Inc.*		6,560		283,195
GSI Technology, Inc.*		1,800		16,038
Hackett Group, Inc., The*		3,825		16,600
hiSoft Technology International, Sponsored ADR*		3,009		56,148
Hollysys Automation Technologies, Ltd.*		791		9,500
Inphi Corp.*		10,862		234,402
Interactive Intelligence, Inc.*		6,200		232,004
Intevac, Inc.*		2,650		32,410
IntraLinks Holdings, Inc.*		3,894		123,673

	Shares		Value
IXYS Corp.*		3,137	$	49,753
Kenexa Corp.*		2,200		64,724
Lionbridge Technologies, Inc.*		27,500		92,675
Liquidity Services, Inc.*		6,074		118,139
LivePerson, Inc.*		16,387		218,930
LogMeIn, Inc.*		1,702		73,305
Loop Net, Inc.*		4,472		83,090
Marchex, Inc.		2,150		15,179
MaxLinear, Inc., Class A*		4,741		44,518
Maxwell Technologies, Inc.*		10,123		180,493
Methode Electronics, Inc.		5,268		65,112
ModusLink Global Solutions, Inc.*		6,225		32,619
Multi-Fineline Electronix, Inc.*		550		14,646
NCI, Inc., Class A*		1,950		47,990
NeoPhotonics Corp.*		5,907		64,032
NIC, Inc.		21,540		276,897
OCZ Technology Group, Inc.*		4,413		36,231
Oplink Communications, Inc.*		2,756		54,569
OPNET Technologies, Inc.		2,192		85,839
OSI Systems, Inc.*		825		31,672
PC Connection, Inc.*		3,496		31,044
QuinStreet, Inc.*		4,556		82,372
Radisys Corp.*		3,725		32,817
RDA Microelectronics, Inc., Sponsored ADR*		5,276		69,379
Renaissance Learning, Inc.		2,900		34,771
Responsys, Inc.*		2,409		38,496
Richardson Electronics, Ltd.		2,350		31,678
RightNow Technologies, Inc.*		2,280		82,490
S1 Corp.*		7,050		48,434
ServiceSource International, Inc.*		6,519		81,488
ShoreTel, Inc.*		21,294		222,522
Sierra Wireless, Inc.*		5,370		63,634
Silicon Image, Inc.*		7,441		61,909
Spectrum Control, Inc.*		2,507		49,864
SPS Commerce, Inc.*		2,861		46,949
Symmetricom, Inc.*		5,250		32,025
Synchronoss Technologies, Inc.*		3,537		114,104
TESSCO Technologies, Inc.		2,200		25,938
TNS, Inc.*		2,500		41,075
Tyler Technologies, Inc.*		7,700		190,883
VanceInfo Technologies, Inc., Sponsored ADR*		2,321		74,643
Velti PLC*		5,084		93,647

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

19

Managers Institutional Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 23.0% (continued)
Virtusa Corp.*		9,162	$	170,963
Vocus, Inc.*		4,855		143,854
Xyratex, Ltd.*		17,700		180,717
Total Information Technology				6,697,655
Materials - 4.1%
Koppers Holdings, Inc.		7,079		323,722
Landec Corp.*		10,400		67,392
Materion Corp.*		2,930		122,357
Myers Industries, Inc.		6,000		64,020
Omnova Solutions, Inc.*		19,300		164,050
Penford Corp.*		2,750		15,428
Quaker Chemical Corp.		750		33,885
U S Energy Corp., Wyoming*		2,325		13,299
Universal Stainless & Alloy Products, Inc.*		9,775		354,344
Zagg, Inc.*		5,287		46,949
Total Materials				1,205,446

	Shares		Value
Utilities - 0.7%
Central Vermont Public Service Corp.		2,700	$	63,207
Chesapeake Utilities Corp.		1,500		64,185
Unitil Corp.		2,500		63,150
Total Utilities				190,542
Total Common Stocks (cost $19,779,257)				26,717,614
Exchange Traded Funds - 0.6%
SPDR KBW Regional Banking (cost $154,373)		6,900		184,230
Short-Term Investments - 0.8%1
BNY Mellon Overnight Government Fund, 0.05% (cost $218,715)3		218,715		218,715
Total Investments-93.2% (cost $20,152,345)				27,120,559
Other Assets, less Liabilities - 6.8%				1,988,007
Net Assets-100.0%			$	29,108,566

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

20

Managers Real Estate Securities Fund

Fund Snapshots

April 30, 2011 (unaudited)

Portfolio Breakdown

Industry	Managers Real Estate Securities Fund**
REITs (Office Properties)		15.4	%
REITs (Apartments)		18.1	%
REITs (Regional Malls)		14.9	%
REITs (Health Care)		11.8	%
REITs (Diversified)		10.4	%
REITs (Shopping Centers)		7.1	%
REITs (Hotels)		6.3	%
REITs (Warehouse/Industrials)		5.7	%
REITs (Storage)		5.1	%
REITs (Manufactured Homes)		0.0	%
REITs (Mortgages)		0.0	%
Other Assets and Liabilities		5.2	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net  Assets
Simon Property Group, Inc.*		7.3	%
Equity Residential*		6.8
Vornado Realty Trust*		6.3
Macerich Co., The*		5.0
Ventas, Inc.		4.8
Public Storage, Inc.*		4.2
Health Care REIT, Inc.*		3.8
ProLogis*		3.5
Host Hotels & Resorts, Inc.		3.0
Boston Properties, Inc.*		3.0
Top Ten as a Group		47.7	%

* Top Ten Holding at October 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.

21

Managers Real Estate Securities Fund

Schedule of Portfolio Investments

April 30, 2011 (unaudited)

	Shares		Value
REITs - 94.8%
Apartments - 18.1%
American Campus Communities, Inc.		13,210	$	464,332
Apartment Investment & Management Co.		22,830		615,497
AvalonBay Communities, Inc.		8,230		1,042,000
Camden Property Trust		19,240		1,207,310
Equity Residential		54,280		3,241,602
Essex Property Trust, Inc.		10,330		1,399,508
UDR, Inc.		26,990		698,771
Total Apartments				8,669,020
Diversified - 10.4%
Digital Realty Trust, Inc.		16,500		995,610
Duke Realty Corp.		60,730		926,132
Vornado Realty Trust		31,350		3,030,918
Total Diversified				4,952,660
Health Care - 11.8%
HCP, Inc.		33,780		1,338,364
Health Care REIT, Inc.		33,790		1,816,888
Senior Housing Properties Trust		9,410		223,205
Ventas, Inc.		40,850		2,284,741
Total Health Care				5,663,198
Hotels - 6.3%
DiamondRock Hospitality Co.		27,470		330,739
Host Hotels & Resorts, Inc.		81,950		1,457,890
LaSalle Hotel Properties		21,670		609,794
Pebblebrook Hotel Trust		12,130		260,188
Sunstone Hotel Investors, Inc.*		33,620		351,665
Total Hotels				3,010,276
Office Properties -15.4%
Alexandria Real Estate Equities, Inc.		8,660		711,419
Boston Properties, Inc.		13,590		1,420,563
Brandywine Realty Trust		26,630		338,201
Colonial Properties Trust		32,940		697,010
CommonWealth REIT		33,940		929,617
Corporate Office Properties Trust		8,090		284,849
Douglas Emmett, Inc.		36,340		756,235
Hudson Pacific Properties, Inc.		23,060		345,439
Kilroy Realty Corp.		20,230		848,446
Parkway Properties, Inc.		14,750		264,468
SL Green Realty Corp.		9,170		756,800
Total Office Properties				7,353,047

	Shares		Value
Regional Malls - 14.9%
General Growth Properties, Inc.		49,870	$	832,829
Macerich Co., The		44,910		2,372,146
Pennsylvania Real Estate Investment Trust		5,510		87,003
Simon Property Group, Inc.		30,650		3,510,651
Taubman Centers, Inc.		5,550		322,733
Total Regional Malls				7,125,362
Shopping Centers - 7.1%
Acadia Realty Trust		17,480		364,458
Developers Diversified Realty Corp.		27,230		401,370
Federal Realty Investment Trust		8,320		728,499
Kimco Realty Corp.		71,420		1,395,547
Weingarten Realty Investors		18,800		496,508
Total Shopping Centers				3,386,382
Storage - 5.1%
Public Storage, Inc.		16,910		1,983,712
Sovran Self Storage, Inc.		3,040		130,051
U-Store-It Trust		28,080		318,989
Total Storage				2,432,752
Warehouse/Industrials - 5.7%
AMB Property Corp.		21,330		776,412
DCT Industrial Trust, Inc.		46,610		270,804
ProLogis		102,520		1,670,051
Total Warehouse/Industrials				2,717,267
Total REITs (cost $37,271,034)				45,309,964
REOCs - 1.5%
Hotels & Motels -1.5%
Hyatt Hotels Corp., Class A* (cost $688,707)		16,030		710,290
Short-Term Investments - 4.1% 1
Dreyfus Cash Management Fund, Institutional
Class Shares, 0.10% (cost $1,965,589)		1,965,589		1,965,589
Total Investments - 100.4% (cost $39,925,330)				47,985,843
Other Assets, less Liabilities - (0.4)%				(183,427	)
Net Assets - 100.0%			$	47,802,416

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

22

Managers California Intermediate Tax-Free Fund

Fund Snapshots

April 30, 2011 (unaudited)

Portfolio Breakdown

Portfolio Credit Quality	Managers  California Intermediate Tax-Free Fund**
Aaa		0.7	%
Aa		51.1	%
A		48.2	%
**     As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net Assets
Santa Ana, CA Unified School District, Election 2008, Series A, 5.250%, 08/01/25 *		5.1	%
Los Angeles, CA Municipal Improvement Corp. Revenue, Series A, 5.000%, 01/01/25 (FGIC Insured) *		2.9
San Bernardino, CA Community College District General Obligation, Election 2002, Series A, 6.250%, 08/01/23 *		2.7
Puerto Rico Sales Tax Financing Corp., Sales Tax Revenue, Series A, 4.375%, 08/01/20 *		2.6
Val Verde, CA Unified School District General Obligation, Election 2008, Series A, 5.500%, 08/01/24 *		2.5
Los Angeles, CA Municipal Improvement Corp. Revenue, Series A, 5.000%, 09/01/23*		2.4
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/21 (National Insured) *		2.4
Fairfield-Suisun, CA Unified School District General Obligation, Election 2002, 5.000% 08/01/24 (National Insured) *		2.2
San Bernardino, CA Community College District General Obligation, Election 2002, Series A, 6.375%, 08/01/26*		2.0
Yosemite, CA Community College General Obligation, Election 2004, Series A, 5.000%, 08/01/22 (FGIC Insured) *		2.0
Top Ten as a Group		26.8	%
*  Top Ten Holding at October 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.

23

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments

April 30, 2011 (unaudited)

	Principal Amount		Value
Municipal Bonds - 97.5%
Alvord, CA Unified School District General Obligation, Series A, 5.900%, 02/01/24 (National Insured)	$	225,000	$	239,735
Bakersfield, CA City School District, Series A, 5.250%, 11/01/21 (AGM Insured)		110,000		117,443
Bakersfield, CA Wastewater Revenue, Series A, 5.000%, 09/15/19 (AGM Insured)		175,000		191,628
Bakersfield, CA Wastewater Revenue, Series A, 5.000%, 09/15/22 (AGM Insured)		200,000		212,284
Barstow, CA Unified School District General Obligation, Election 2001, Series B, 5.000%, 08/01/24 (National Insured)		375,000		382,954
Bay Area, CA Toll Authority, Series F, 5.000%, 04/01/17		20,000		22,848
Bay Area, CA Toll Authority, Series F, 5.000%, 04/01/22		35,000		37,153
Bonita, CA Unified School District, Election 2004, Series B, 5.000%, 08/01/16 (FGIC Insured)		50,000		56,655
Butte-Glenn Counties, CA Community College District General Obligation, Series B, 5.000%, 08/01/23 (National Insured)		325,000		339,869
Byron, CA Unified School District, Series A, 5.000%, 08/01/14 (FGIC Insured)		35,000		38,106
California Resource Efficiency Financing Authority, Series A, 5.000%, 07/01/23 (AMBAC Insured)		50,000		50,260
California State Department of Water Resources, Water System Revenue, Series A, 5.000%, 12/01/20		25,000		27,946
California State Public Works Board, Series C, 4.500%, 06/01/17		50,000		54,280
California State Public Works Board, Series A, 5.250%, 06/01/11 (AMBAC Insured)		5,000		5,018
California State Public Works Board, Series B, 5.250%, 03/01/19 (AMBAC Insured)		200,000		203,664
California State Public Works Board, Series A, 6.000%, 04/01/24		500,000		544,215
Carlsbad, CA Unified School District General Obligation, Election 2006, Series A, 5.000%, 08/01/21 (National Insured)		20,000		21,680
Carlsbad, CA Unified School District General Obligation, Series B, 5.250%, 05/01/25		70,000		74,995
Central Marin, CA Sanitation Agency Revenue, 5.000%, 09/01/21 (National Insured)		100,000		107,175
Cerritos, CA Community College General Obligation, Election 2004, Series C, 5.250%, 08/01/25		15,000		16,098
Chaffey, CA Joint Union High School District, Series B, 5.000%, 08/01/25 (FGIC Insured)		55,000		55,354
Chino Valley, CA Unified School District, Series A, 5.375%, 08/01/14 (AGM Insured)		70,000		74,010
City of El Paso De Robles, CA General Obligation, 5.000%, 08/01/23 (National Insured)		125,000		132,049
City of El Paso De Robles, CA General Obligation, 5.000%, 08/01/25 (National Insured)		250,000		256,857
City of El Paso De Robles, CA General Obligation, 5.000%, 08/01/27 (National Insured)		20,000		20,298
City of Escondido, CA General Obligation, Series A, 5.000%, 09/01/14 (National Insured)		90,000		97,733
Clovis, CA Unified School District General Obligation, Series B, 5.000%, 08/01/23 (National Insured)		115,000		121,385
Clovis, CA Unified School District General Obligation, Election 2004, Series B, 5.000%, 08/01/25 (National Insured)		65,000		67,450
Corona-Norca, CA Unified School District, Election 2006, Series A, 5.000%, 08/01/25 (AGM Insured)		50,000		51,646
Covina-Valley, CA Unified School District, Election 2006, Series A, 5.000%, 08/01/21 (National Insured)		410,000		432,464
Desert Sands, CA Unified School District General Obligation, 5.000%, 08/01/16		50,000		57,186
Desert Sands, CA Unified School District General Obligation, 5.000%, 08/01/27		235,000		244,830
Desert Sands, CA Unified School District General Obligation, 5.500%, 08/01/28		25,000		26,608
Desert Sands, CA Unified School District Refunding, 5.000%, 06/01/22 (AMBAC Insured)		40,000		42,748
Eastern, CA Municipal Water District, Water & Sewer Revenue, Series A, 5.000%, 07/01/21 (National Insured)		330,000		349,008
El Dorado County, CA Rescue Union School District General Obligation, Election 1998, 5.000%, 09/01/21 (National Insured)		25,000		27,995
El Dorado County, CA Rescue Union School District General Obligation, Election 1998, 5.000%, 07/01/23 (National Insured)		50,000		54,926

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

24

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Municipal Bonds - 97.5% (continued)
El Monte, CA City School District General Obligation, Series A, 4.250%, 05/01/15 (FGIC Insured)	$	300,000	$	320,178
El Monte, CA Union High School District General Obligation, Series C, 5.000%, 06/01/21 (AGM Insured)		40,000		43,365
Fairfield-Suisun, CA Unified School District General Obligation, Election 2002, 5.000%, 08/01/24 (National Insured)		565,000		583,894
Fairfield-Suisun, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/27 (National Insured)		100,000		102,920
Fairfield-Suisun, CA Unified School District General Obligation, Election 2002, 5.250%, 08/01/16 (National Insured)		225,000		247,165
Fairfield-Suisun, CA Unified School District General Obligation, Election 2002, 5.250%, 08/01/23 (National Insured)		240,000		253,356
Fresno County, CA Central Unified School District General Obligation, 5.000%, 07/01/21 (National Insured)		75,000		77,964
Fresno County, CA Central Unified School District General Obligation, Series A, 5.000%, 08/01/22 (Assured Guaranty)		25,000		26,558
Fresno County, CA Central Unified School District General Obligation, 5.000%, 07/01/23 (National Insured)		25,000		25,488
Fresno County, CA Unified School District General Obligation, Series C, 5.900%, 08/01/22 (National Insured)		25,000		27,334
Grossmont, CA Union High School District General Obligation, 5.000%, 08/01/23 (National Insured)		85,000		89,740
Grossmont-Cuyamaca, CA Community College District General Obligation, Series C, 5.000%, 08/01/24 (Assured Guaranty)		50,000		52,984
Hemet, CA Unified School District General Obligation, Series A, 5.000%, 08/01/22 (AGM Insured)		125,000		129,578
Imperial, CA Community College District General Obligation, Series B, 4.250%, 08/01/14 (AMBAC Insured)		150,000		159,082
Imperial, CA Irrigation District Electric System Revenue, Series A, 5.250%, 11/01/24		100,000		104,401
Jurupa, CA Unified School District, Election 2001, 5.000%, 08/01/14 (FGIC Insured)		225,000		238,192
Lincoln, CA Unified School District, Election 2004, 4.000%, 08/01/14 (FGIC Insured)		75,000		78,480
Long Beach, CA Unified School District General Obligation, Series A, 5.500%, 08/01/26		85,000		92,563
Los Angeles County, CA Citrus Community College District General Obligation, Election 2004, Series B, 5.000%, 06/01/22 (National Insured)		20,000		21,179
Los Angeles County, CA Golden West Schools Financing Authority General Obligation, 5.250%, 09/01/24 (FGIC Insured)		365,000		417,447
Los Angeles County, CA Metropolitan Transportation Authority Revenue, Series E, 5.000%, 07/01/25		35,000		37,972
Los Angeles County, CA Public Works Financing Authority Revenue, 5.000%, 10/01/15 (National Insured)		15,000		17,148
Los Angeles County, CA Public Works Financing Authority Revenue, Series A, 5.250%, 10/01/16 (AGM Insured)		25,000		29,117
Los Angeles County, CA Sanitation Districts Financing Authority Capital Projects Revenue, 5.000%, 10/01/23 (FGIC Insured)		80,000		82,256
Los Angeles, CA Harbor Department Revenue, Series A, 4.000%, 08/01/17		25,000		26,736
Los Angeles, CA Harbor Department Revenue, Series B, 5.000%, 08/01/20 (National Insured)		275,000		298,364
Los Angeles, CA Municipal Improvement Corp. Revenue, Series A, 5.000%, 09/01/16		470,000		511,336
Los Angeles, CA Municipal Improvement Corp. Revenue, Series C, 5.000%, 09/01/18		300,000		322,020
Los Angeles, CA Municipal Improvement Corp. Revenue, Series B1, 5.000%, 08/01/21 (FGIC Insured)		125,000		127,879
Los Angeles, CA Municipal Improvement Corp. Revenue, Series B1, 5.000%, 08/01/23 (FGIC Insured)		50,000		50,488
Los Angeles, CA Municipal Improvement Corp. Revenue, Series A, 5.000%, 09/01/23		640,000		648,966
Los Angeles, CA Municipal Improvement Corp. Revenue, Series A, 5.000%, 09/01/24		100,000		100,236
Los Angeles, CA Municipal Improvement Corp. Revenue, Series A, 5.000%, 01/01/25 (FGIC Insured)		780,000		780,328
Los Angeles, CA Municipal Improvement Corp. Revenue, Series A, 5.000%, 09/01/25		50,000		49,694
Los Angeles, CA Municipal Improvement Corp. Revenue, Series B, 5.000%, 08/01/26 (FGIC Insured)		200,000		197,882
Los Angeles, CA Unified School District General Obligation, Election 2004, Series G, 5.000%, 07/01/24 (AMBAC Insured)		35,000		35,893

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

25

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Municipal Bonds - 97.5% (continued)
Monrovia, CA Unified School District General Obligation, Election 2006, Series B, 5.250%, 08/01/25 (FSA Insured)	$	30,000	$	31,554
Moreland, CA School District General Obligation Refunding, Series A, 5.000%, 08/01/15 (AMBAC Insured)		50,000		55,810
Moreno Valley, CA Unified School District, 4.000%, 08/01/13 (National Insured)		125,000		129,864
Moreno Valley, CA Unified School District, 4.000%, 08/01/14 (National Insured)		75,000		78,218
Moreno Valley, CA Unified School District, 5.000%, 08/01/17 (National Insured)		50,000		53,966
Moreno Valley, CA Unified School District General Obligation, 5.000%, 08/01/15 (National Insured)		420,000		455,469
Moreno Valley, CA Unified School District General Obligation, 5.000%, 08/01/16 (National Insured)		25,000		27,167
Mount Diablo, CA Unified School District, Election 2002, 4.125%, 07/01/14 (FGIC Insured)		50,000		51,749
Orange County, CA Sanitation District, Series A, 5.000%, 02/01/22		135,000		147,951
Peralta, CA Community College District General Obligation, Series A, 5.000%, 08/01/24 (National Insured)		50,000		51,388
Peralta, CA Community College District General Obligation, Election 2006, Series B, 5.250%, 08/01/22 (AGM Insured)		45,000		48,308
Placentia-Yorba Linda, CA Unified School District General Obligation, Series B, 5.500%, 08/01/27 (FGIC Insured)		65,000		66,659
Port of Oakland, CA Series B, 5.000%, 11/01/16 (National Insured)		255,000		280,102
Port of Oakland, CA Series B, 5.000%, 11/01/24 (National Insured)		50,000		50,302
Port of Oakland, CA Revenue, Series M, 4.000%, 11/01/12 (FGIC Insured)		10,000		10,428
Port of Oakland, CA Revenue, Series B, 4.000%, 11/01/15 (National Insured)		105,000		110,556
Port of Oakland, CA Revenue, Series C, 5.000%, 11/01/15 (National Insured)		310,000		339,419
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/17 (National Insured)		10,000		10,852
Port of Oakland, CA Revenue, Series C, 5.000%, 11/01/17 (National Insured)		275,000		298,435
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/21 (National Insured)		625,000		646,331
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/22 (National Insured)		30,000		30,718
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/26 (National Insured)		275,000		272,660
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Series A, 4.375%, 08/01/20		685,000		686,192
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Series A, 5.000%, 08/01/18		70,000		75,179
Rancho, CA Water District Financing Authority Refunding Revenue, Series 2008A, 5.000%, 08/01/15 (AGM Insured)		50,000		56,134
Riverside, CA Community College District, 5.000%, 08/01/24 (AGM Insured)		35,000		36,924
Riverside County, CA Perris Union High School District General Obligation, Election 2004, Series A, 5.000%, 09/01/26 (FGIC Insured)		15,000		15,255
Rosemead, CA School District General Obligation, Election 2000, Series B, 5.125%, 08/01/27 (FGIC Insured)		25,000		25,412
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.250%, 08/01/24 (AGM Insured)		150,000		161,517
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.250%, 08/01/25 (AGM Insured)		55,000		58,043
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.250%, 08/01/26 (AGM Insured)		145,000		151,799
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.500%, 08/01/28 (AGM Insured)		125,000		131,149
Roseville, CA Joint Union High School District General Obligation, Election 2004, Series A, 5.000% (FGIC Insured)		120,000		123,755
Sacramento, CA Municipal Utility District Revenue, Series R, 5.000%, 08/15/18 (National Insured)		150,000		158,325
Sacramento, CA Municipal Utility District Revenue, Series K, 5.250%, 07/01/24 (AMBAC Insured)		145,000		157,012
San Bernardino, CA Community College District, Series C, 5.000%, 08/01/26 (AGM Insured)		175,000		181,099
San Bernardino, CA Community College District General Obligation, Election 2008, Series A, 6.250%, 08/01/23		620,000		719,163
San Bernardino, CA Community College District General Obligation, Election 2008, Series A, 6.375%, 08/01/26		480,000		546,173
San Diego, CA Public Facilities Financing Authority Revenue, Series B, 5.000%, 08/01/20		30,000		33,860

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

26

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Municipal Bonds - 97.5% (continued)
San Diego, CA Public Facilities Financing Authority Revenue, Series B, 5.000%, 05/15/21	$	50,000	$	55,284
San Diego, CA Unified Port District Revenue, Series B, 5.000%, 09/01/23 (National Insured)		325,000		335,826
San Diego, CA Unified School District, Series C, 5.000%, 07/01/19 (AGM Insured)		200,000		205,310
San Diego County, CA Southwestern Community College District General Obligation, 5.000%, 08/01/23 (National Insured)		285,000		304,634
San Francisco, CA City & County Airports Commission Revenue, Second Series, Issue 34F, 5.000%, 05/01/16 (Assured Guaranty)		50,000		56,534
San Francisco, CA City & County Airports Commission Revenue, Second Series, Issue 34F, 5.000%, 05/01/16 (FGIC Insured)		45,000		50,204
San Francisco, CA City & County Airports Commission Revenue, Second Series, Issue 30, 5.250%, 05/01/15 (XLCA Insured)		75,000		79,243
San Francisco, CA City & County Airports Commission Revenue, Second Series, Issue 32F, 5.250%, 05/01/17 (FGIC Insured)		465,000		521,446
San Francisco, CA City & County General Obligation, Laguna Honda Hospital, Series R3, 5.000%, 06/15/23		50,000		52,711
San Francisco, CA City & County Unified School District General Obligation, Election 2003, Series C, 5.000%, 06/15/22 (National Insured)		55,000		58,486
San Jose, CA Unified School District General Obligation, Election 2002, Series C, 5.000%, 08/01/24 (FGIC Insured)		200,000		208,018
San Juan, CA Unified School District General Obligation, Election 2002, 4.250%, 08/01/14 (FGIC Insured)		240,000		260,803
San Juan, CA Unified School District General Obligation, Election 2002, Series A, 5.000%, 08/01/16 (National Insured)		150,000		163,362
Santa Ana, CA Unified School District, Election 2008, Series A, 5.250%, 08/01/25		1,300,000		1,366,157
Santa Ana, CA Unified School District General Obligation, Series A, 5.250%, 08/01/26		500,000		519,475
Santa Clara County, CA East Side Union High School District General Obligation, Election 2002, Series D, 4.000%, 08/01/14 (XLCA Insured)		40,000		41,742
Santa Clara County, CA East Side Union High School District General Obligation, Series A, 4.000%, 09/01/18 (AMBAC Insured)		75,000		76,723
Santa Clara County, CA East Side Union High School District, Election 2002, Series C, 5.000%, 08/01/14 (AGM Insured)		60,000		63,828
Santa Clara County, CA East Side Union High School District General Obligation, Election 2002, Series D, 5.000%, 08/01/19 (XLCA Insured)		65,000		66,997
Santa Clara County, CA East Side Union High School District General Obligation, Election 2002, Series D, 5.000%, 08/01/19 (XLCA Insured)		265,000		273,141
Santa Clara County, CA East Side Union High School District General Obligation, Series B, 5.100%, 02/01/22 (National Insured)		500,000		518,820
Santa Clara County, CA East Side Union High School District General Obligation, Series B, 5.250%, 02/01/24 (National Insured)		40,000		40,591
Santa Clara County, CA Franklin-McKinley CA School District General Obligation, 5.000%, 07/01/15 (AGM Insured)		40,000		43,958
Santa Rosa, CA High School District, Election 2002, 5.000%, 08/01/19 (National Insured)		100,000		102,701
Sierra, CA Joint Community College District, Election 2004, Series B, 5.000%, 08/01/24 (National Insured)		100,000		104,402
Sierra, CA Joint Community College District, Election 2004, 5.000%, 08/01/25 (National Insured)		100,000		103,017
Sierra Sands, CA Unified School District General Obligation, Series A, 5.000%, 11/01/22 (FGIC Insured)		50,000		52,317
Solano County, CA Community College District, 4.000%, 08/01/15 (National Insured)		25,000		27,055
Solano County, CA Community College District, 5.000%, 08/01/16 (National Insured)		40,000		44,666
Sonoma County, CA Junior College District General Obligation, Series D, 5.000%, 08/01/16		15,000		17,036
Southern California Public Power Authority Revenue, Series B, 5.750%, 07/01/24		75,000		83,540

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

27

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Municipal Bonds - 97.5% (continued)
State of California, 5.000%, 04/01/14	$	15,000	$	16,385
Sweetwater, CA Authority Revenue, 5.000%, 04/01/17 (AMBAC Insured)		50,000		54,880
Tahoe-Truckee, CA Unified School District General Obligation, 5.500%, 08/01/19 (National Insured)		75,000		86,060
Tracy, CA Joint Unified School District General Obligation, Election 2006, 5.000%, 08/01/25 (Assured Guaranty)		100,000		103,770
Vacaville, CA Unified School District, Election 2001, 5.000%, 08/01/16 (National Insured)		120,000		132,049
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/17 (National Insured)		40,000		43,378
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/22 (National Insured)		15,000		15,728
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/25 (AMBAC Insured)		130,000		132,501
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/25 (National Insured)		220,000		222,158
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/26 (AMBAC Insured)		30,000		30,383
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/26 (National Insured)		55,000		56,239
Val Verde, CA Unified School District General Obligation, Election 2008, Series A, 5.500%, 08/01/22		100,000		109,015
Val Verde, CA Unified School District General Obligation, Election 2008, Series A, 5.500%, 08/01/24		615,000		656,912
Wiseburn, CA School District, Class A, 5.000%, 08/01/16 (National Insured)		75,000		84,463
Yosemite, CA Community College District General Obligation, Election 2004, Series A, 5.000%, 08/01/22 (FGIC Insured)		515,000		545,179
Yuba, CA Community College District General Obligation, Election 2006, Series A, 5.000%, 08/01/23 (AMBAC Insured)		90,000		94,315
Yuba, CA Community College District General Obligation, Election 2006, Series A, 5.000%, 08/01/24 (AMBAC Insured)		25,000		26,031
Total Municipal Bonds (cost $25,732,788)				26,137,106
	Shares
Short-Term Investments - 1.3% 1
BlackRock Liquidity Funds, California Money Fund, Institutional Class Shares, 0.19% (cost $344,319)		344,319		344,319
Total Investments - 98.8% (cost $26,077,107) 5				26,481,425
Other Assets, less Liabilities - 1.2%				311,719
Net Assets - 100.0%			$	26,793,144

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

28

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 the report.

At April 30, 2011, the approximate cost of securities for Federal income tax purposes and the gross aggregate unrealized appreciation and/or depreciation based on tax cost were:

Fund	Cost		Appreciation		Depreciation			Net
Managers Frontier Small Cap Growth	$	44,920,545	$	12,831,246	($	633,547	)	$	12,197,699
Managers AMG TSCM Growth Equity		26,875,735		2,276,845		(162,622	)		2,114,223
Managers Micro-Cap		115,896,984		40,528,708		(2,839,392	)		37,689,316
Managers Institutional Micro-Cap		20,551,335		7,054,019		(484,795	)		6,569,224
Managers Real Estate Securities		41,750,873		6,252,587		(17,617	)		6,234,970
Managers California Intermediate Tax-Free		26,077,107		499,372		(95,054	)		404,318

* Non-income-producing security.

¹  Yield shown for each investment company represents the April 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 shares were out on loan to various brokers as of April 30, 2011, amounting to:

Fund	Market Value		% of Net Assets
Managers Frontier Small Cap Growth	$	1,471,345		2.3	%
Managers Micro-Cap		639,052		0.4	%
Managers Institutional Micro-Cap		204,147		0.7	%

³  Collateral received from brokers for securities lending was invested in this short-term investment.

⁴  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 4 in the Notes to Financial Statements.)

⁵  At April 30, 2011, the concentration of the Fund’s investments by state or territory determined as a percentage of net assets was as follows: California 94.7% and Puerto Rico 2.8%. At April 30, 2011, 68.2% of the securities in the portfolio were backed by insurance of financial institutions and financial guaranty assurance agencies. Insurers with a concentration greater than 10% of net assets were as follows: National Insured 36.7% and FGIC 16.3%.

The following table summarizes the inputs used to value the Fund’s net assets by the fair value hierarchy levels as of April 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 Frontier Small Cap Growth
Investments in Securities
Common Stocks†	$	54,300,098		—		—	$	54,300,098
Short-Term Investments		2,723,534	$	94,612		—		2,818,146
Total Investments in Securities	$	57,023,632	$	94,612		—	$	57,118,244
	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
Managers AMG TSCM Growth Equity
Investments in Securities
Common Stocks†	$	28,034,642		—		—	$	28,034,642
Short-Term Investments		955,316		—		—		955,316
Total Investments in Securities	$	28,989,958		—		—	$	28,989,958

29

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 Micro-Cap
Investments in Securities
Common Stocks†	$	148,864,013		—		—	$	148,864,013
Exchange Traded Funds		739,590		—		—		739,590
Short-Term Investments		3,982,697		—		—		3,982,697
Total Investments in Securities	$	153,586,300		—		—	$	153,586,300
	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
Managers Institutional Micro-Cap
Investments in Securities
Common Stocks†	$	26,717,614		—		—	$	26,717,614
Exchange Traded Funds		184,230		—		—		184,230
Short-Term Investments		218,715		—		—		218,715
Total Investments in Securities	$	27,120,559		—		—	$	27,120,559
	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
Managers Real Estate Securities
Investments in Securities
Common Stocks†	$	46,020,254		—		—	$	46,020,254
Short-Term Investments		1,965,589		—		—		1,965,589
Total Investments in Securities	$	47,985,843		—		—	$	47,985,843
	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
Managers California Intermediate Tax-Free
Investments in Securities
Municipal Bonds††		—	$	26,137,106		—	$	26,137,106
Short-Term Investments	$	344,319		—		—		344,319
Total Investments in Securities	$	344,319	$	26,137,106		—	$	26,481,425

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

†† All municipal bonds held in the Fund are Level 2 securities. For a detailed break-out of securities, please refer to the Schedule of Portfolio Investments.

As of April 30, 2011, the Fund’s had no significant transfers between Level 1 and Level 2 from the beginning of the reporting period.

Investment Definitions and Abbreviations:

ADR: ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank. The value of the ADR security is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADRs are initiated by the underlying foreign company.

AMBAC:	American Municipal Bond Assurance Corp.	FSA:	FSA Capital, Inc
AGM:	Assured Guaranty Municipal Corp.	National:	National Public Finance Guarantee Corp.
CIFG:	CIFG, NA	REIT:	Real Estate Investment Trust
ETF:	Exchange Traded Fund	REOC:	Real Estate Operating Company
FGIC:	Financial Guaranty Insurance Corp.	XLCA:	XL Capital Assurance, Inc.

30

Statements of Assets and Liabilities

April 30, 2011 (unaudited)

	Managers Frontier Small Cap Growth Fund			Managers AMG TSCM Growth Equity Fund
Assets:
Investments at value* (including securities on loan valued at $1,471,345 and $0, respectively)	$	57,118,244		$	28,989,958
Receivable for investments sold		391,835			346,168
Receivable for Fund shares sold		8,504,079			52,686
Dividends, interest and other receivables		13,814			18,685
Receivable from affiliate		10,004			12,329
Prepaid expenses		26,275			21,142
Total assets		66,064,251			29,440,968
Liabilities:
Payable upon return of securities loaned		1,504,150			—
Payable for investments purchased		297,820			601,313
Payable for Fund shares repurchased		3,038			45,621
Accrued expenses:
Investment management and advisory fees		44,465			17,359
Distribution fees - Investor Class		133			23
Other		38,735			20,387
Total liabilities		1,888,341			684,703
Net Assets	$	64,175,910		$	28,756,265
Net Assets Represent:
Paid-in capital	$	50,027,424		$	26,765,493
Undistributed net investment loss		(96,932	)		(11,412	)
Accumulated net realized gain (loss) from investments		1,789,706			(112,879	)
Net unrealized appreciation of investments		12,455,712			2,115,063
Net Assets	$	64,175,910		$	28,756,265
Investor Class Shares - Net Assets	$	681,651		$	31,749
Shares outstanding		32,169			2,507
Net asset value, offering and redemption price per share	$	21.19		$	12.66
Service Class Shares - Net Assets	$	22,932,445		$	26,061,713
Shares outstanding		1,079,914			2,042,586
Net asset value, offering and redemption price per share	$	21.24		$	12.76
Institutional Class Shares - Net Assets	$	40,561,814		$	2,662,803
Shares outstanding		1,905,222			209,593
Net asset value, offering and redemption price per share	$	21.29		$	12.70
*       Investments at cost	$	44,662,532		$	26,874,895

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

31

Statements of Assets and Liabilities

April 30, 2011 (unaudited)

	Managers Micro-Cap Fund			Managers Institutional Micro-Cap Fund			Managers Real Estate Securities Fund			Managers  California Intermediate Tax-Free Fund
Assets:
Investments at value* (including securities on loan valued at $639,052, $204,147, $0, $0, respectively)	$	153,586,300		$	27,120,559		$	47,985,843		$	26,481,425
Cash		722			—			—			—
Receivable for investments sold		3,264,816			2,490,373			160,919			25,869
Receivable for Fund shares sold		10,764			11,763			451,146			—
Dividends, interest and other receivables		38,918			6,770			26,667			339,909
Receivable from affiliate		26,041			8,401			—			8,872
Prepaid expenses		12,415			7,740			14,529			3,962
Total assets		156,939,976			29,645,606			48,639,104			26,860,037
Liabilities:
Payable to custodian		—			25,830			—			—
Payable upon return of securities loaned		671,251			218,715			—			—
Payable for investments purchased		1,658,644			180,179			354,623			—
Payable for Fund shares repurchased		434,913			46,305			396,790			213
Dividends payable to shareholders		—			—			—			11,185
Accrued expenses:
Investment management and advisory fees		124,093			24,075			31,134			8,802
Administrative fees		31,023			6,019			9,157			5,553
Other		116,678			35,917			44,984			41,140
Total liabilities		3,036,602			537,040			836,688			66,893
Net Assets	$	153,903,374		$	29,108,566		$	47,802,416		$	26,793,144
Net Assets Represent:
Paid-in capital	$	111,232,836		$	22,363,638		$	43,680,579		$	26,783,575
Undistributed net investment income (loss)		(516,713	)		(72,286	)		244,389			(1,571	)
Accumulated net realized gain (loss) from investments		3,812,907			(151,000	)		(4,183,065	)		(393,178	)
Net unrealized appreciation of investments		39,374,344			6,968,214			8,060,513			404,318
Net Assets	$	153,903,374		$	29,108,566		$	47,802,416		$	26,793,144
Shares outstanding		3,712,902			2,225,800			5,089,973			2,564,707
Net asset value, offering and redemption price per share	$	41.45		$	13.08		$	9.39		$	10.45
* Investments at cost	$	114,211,956		$	20,152,345		$	39,925,330		$	26,077,107

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

32

Statements of Operations

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

	Managers Frontier  Small Cap Growth Fund			Managers AMG TSCM  Growth Equity Fund			Managers Micro-Cap  Fund			Managers Institutional Micro-Cap Fund			Managers Real Estate Securities Fund			Managers California Intermediate Tax-Free Fund
Investment Income:
Dividend income	$	138,062		$	60,817		$	501,435		$	92,341		$	550,700			—
Interest income		149			—			293			141			—		$	595,624
Foreign withholding tax		(15	)		—			—			—			—			—
Securities lending fees		7,210			—			193			188			—			—
Total investment income		145,406			60,817			501,921			92,670			550,700			595,624
Expenses:
Investment management and advisory fees		205,890			54,240			723,562			137,816			143,808			55,190
Administrative fees		25,565			18,080			180,891			34,454			42,296			34,994
Distribution Fees - Investor Class		928			113			N/A			N/A			N/A			N/A
Registration fees		24,544			24,090			13,393			13,764			11,360			445
Professional fees		14,399			10,720			19,229			12,266			23,024			15,750
Custodian		13,524			4,369			28,265			15,526			9,692			20,924
Transfer agent		8,694			16,117			212,824			3,315			7,056			2,275
Reports to shareholders		3,480			1,740			12,285			3,134			5,375			624
Trustees fees and expenses		1,235			179			5,056			893			966			1,046
Miscellaneous		1,863			797			3,422			970			582			926
Total expenses before offsets		300,122			130,445			1,198,927			222,138			244,159			132,174
Expense reimbursements		(57,634	)		(57,610	)		(164,188	)		(52,581	)		(1,789	)		(55,171	)
Expense repayments		—			—			—			—			11,418			—
Expense reductions		(150	)		(665	)		(14,537	)		(4,360	)		(1,091	)		(9	)
Net expenses		242,338			72,170			1,020,202			165,197			252,697			76,994
Net investment income (loss)		(96,932	)		(11,353	)		(518,281	)		(72,527	)		298,003			518,630
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments		2,047,719			(111,567	)		21,308,416			3,865,605			2,075,697			19,597
Net change in unrealized appreciation (depreciation) of investments		7,666,703			2,017,331			10,499,951			1,932,011			3,429,063			(839,259	)
Net realized and unrealized gain (loss)		9,714,422			1,905,764			31,808,367			5,797,616			5,504,760			(819,662	)
Net increase (decrease) in net assets resulting from operations	$	9,617,490		$	1,894,411		$	31,290,086		$	5,725,089		$	5,802,763		($	301,032	)

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

33

Statements of Changes in Net Assets

For the six months ended April 30, 2011 (unaudited) and for the fiscal year ended October 31, 2010

	Managers Frontier Small Cap Growth Fund						Managers AMG TSCM  Growth Equity Fund						Managers Micro-Cap Fund
	2011			2010			2011			2010*			2011			2010
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)	($	96,932	)	($	214,092	)	($	11,353	)	$	728		($	518,281	)	($	1,104,839	)
Net realized gain (loss) on investments		2,047,719			1,807,400			(111,567	)		(1,312	)		21,308,416			8,053,879
Net change in unrealized appreciation of investments		7,666,703			5,623,078			2,017,331			97,732			10,499,951			24,521,471
Net increase in net assets resulting from operations		9,617,490			7,216,386			1,894,411			97,148			31,290,086			31,470,511
Distributions to Shareholders:
From net investment income		—			—			(787	)		—			—			—
From Capital Share Transactions:
Proceeds from sale of shares		29,035,773			12,220,563			26,850,847			1,090,343			2,627,613			3,601,646
Cost of shares repurchased		(4,923,870	)		(28,526,838	)		(1,075,597	)		(100,100	)		(15,583,919	)		(26,824,668	)
Net increase (decrease) from capital share transactions		24,111,903			(16,306,275	)		25,775,250			990,243			(12,956,306	)		(23,223,022	)
Total increase (decrease) in net assets		33,729,393			(9,089,889	)		27,668,874			1,087,391			18,333,780			8,247,489
Net Assets:
Beginning of period		30,446,517			39,536,406			1,087,391			—			135,569,594			127,322,105
End of period	$	64,175,910		$	30,446,517		$	28,756,265		$	1,087,391		$	153,903,374		$	135,569,594
End of period undistributed net investment income (loss)	($	96,932	)		—		($	11,412	)	$	728		($	516,713	)	$	1,568
Share Transactions:
Sale of shares		1,462,648	1		820,435			2,241,352	1		108,700			69,996			120,296
Shares repurchased		(265,583	)1		(1,945,580	)		(86,034	)1		(9,332	)		(413,157	)		(893,039	)
Net increase (decrease) in shares		1,197,065	1		(1,125,145	)		2,155,318	1		99,368			(343,161	)		(772,743	)

* Commenced operations on July 30, 2010.

¹  See note 1(g) of the Notes to Financial Statements.

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

34

Statements of Changes in Net Assets

For the six months ended April 30, 2011 (unaudited) and for the fiscal year ended October 31, 2010

	Managers Institutional Micro-Cap Fund						Managers Real Estate Securities Fund						Managers California  Intermediate Tax-Free Fund
	2011			2010			2011			2010			2011			2010
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)	($	72,527	)	($	156,154	)	$	298,003		$	210,405		$	518,630		$	991,901
Net realized gain on investments		3,865,605			1,225,691			2,075,697			3,547,200			19,597			35,518
Net change in unrealized appreciation (depreciation)of investments		1,932,011			4,684,980			3,429,063			2,882,384			(839,259	)		897,302
Net increase (decrease) in net assets resulting from operations		5,725,089			5,754,517			5,802,763			6,639,989			(301,032	)		1,924,721
Distributions to Shareholders:
From net investment income		—			—			(143,099	)		(195,055	)		(518,625	)		(991,896	)
From Capital Share Transactions:
Proceeds from sale of shares		5,609,833			3,228,476			23,877,144			9,003,122			503,216			3,180,468
Reinvestment of dividends and distributions		—			—			137,458			191,341			219,335			525,318
Cost of shares repurchased		(5,475,957	)		(9,495,816	)		(5,658,939	)		(6,378,675	)		(4,425,086	)		(4,504,131	)
Net increase (decrease) from capital share transactions		133,876			(6,267,340	)		18,355,663			2,815,788			(3,702,535	)		(798,345	)
Total increase (decrease) in net assets		5,858,965			(512,823	)		24,015,327			9,260,722			(4,522,192	)		134,480
Net Assets:
Beginning of period		23,249,601			23,762,424			23,787,089			14,526,367			31,315,336			31,180,856
End of period	$	29,108,566		$	23,249,601			47,802,416		$	23,787,089		$	26,793,144		$	31,315,336
End of period undistributed net investment income (loss)	($	72,286	)	$	241		$	244,389		$	89,485		($	1,571	)	($	1,576	)
Share Transactions:
Sale of shares		485,222			338,471			2,800,068			1,248,965			48,415			300,261
Reinvestment of dividends and distributions		—			—			16,410			27,361			21,160			49,707
Shares repurchased		(456,501	)		(1,013,229	)		(657,742	)		(901,249	)		(425,868	)		(425,846	)
Net increase (decrease) in shares		28,721			(674,758	)		2,158,736			375,077			(356,293	)		(75,878	)

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

35

Financial Highlights

For a share outstanding throughout each period

	For the six months ended April 30, 2011 (unaudited)			For the fiscal year ended October 31,
Managers Frontier Small Cap Growth Fund - Service Class*				2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	16.72		$	13.42		$	11.69		$	17.87		$	15.47		$	12.90
Income from Investment Operations:
Net investment loss		(0.05	)		(0.12	)3		(0.10	)3		(0.12	)3		(0.11	)3		(0.12	)3
Net realized and unrealized gain (loss) on investments		4.57			3.42	3		1.83	3		(6.06	)3		2.51	3		2.69	3
Total from investment operations		4.52			3.30			1.73			(6.18	)		2.40			2.57
Net Asset Value, End of Period	$	21.24		$	16.72		$	13.42		$	11.69		$	17.87		$	15.47
Total Return1		27.03	%4, 5		24.59	%		14.80	%		(34.58	)%		15.51	%		19.92	%
Ratio of net expenses to average net assets		1.30	%6		1.37	%		1.46	%		1.41	%		1.39	%		1.38	%
Ratio of net investment loss to average net assets1		(0.58	)%6		(0.78	)%		(0.90	)%		(0.79	)%		(0.68	)%		(0.84	)%
Portfolio turnover		31	%5		52	%		136	%		59	%		49	%		49	%
Net assets at end of period (000’s omitted)	$	22,932		$	18,290		$	39,536		$	51,057		$	87,015		$	89,175
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.59	%6		1.66	%		1.50	%		1.43	%		1.41	%		1.42	%
Ratio of net investment loss to average net assets		(0.87	)%6		(1.07	)%		(0.94	)%		(0.80	)%		(0.70	)%		(0.88	)%

36

Financial Highlights

For a share outstanding throughout each period

Managers Frontier Small Cap Growth Fund Investor Class Shares*	For the six months ended April 30, 2011 (unaudited)			For the fiscal period ended October 31, 2010
Net Asset Value, Beginning of Period	$	16.70		$	14.64
Income from Investment Operations:
Net investment loss		(0.09	)		(0.11	)3
Net realized and unrealized gain on investments		4.58			2.17	3
Total from investment operations		4.49			2.06
Net Asset Value, End of Period	$	21.19		$	16.70
Total Return1		26.89	%5		14.07	%5
Ratio of net expenses to average net assets		1.55	%6		1.55	%6
Ratio of net investment loss to average net assets1		(0.80	)%6		(0.91	)%6
Portfolio turnover		31	%5		52	%5
Net assets at end of period (000’s omitted)	$	682		$	406
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.84	%6		1.94	%6
Ratio of net investment loss to average net assets		(1.09	)%6		(1.30	)%6

Managers Frontier Small Cap Growth Fund Institutional Class Shares*	For the six months ended April 30, 2011 (unaudited)			For the fiscal period ended October 31, 2010
Net Asset Value, Beginning of Period	$	16.74		$	14.64
Income from Investment Operations:
Net investment loss		(0.02	)		(0.05	)3
Net realized and unrealized gain on investments		4.57			2.15	3
Total from investment operations		4.55			2.10
Net Asset Value, End of Period	$	21.29		$	16.74
Total Return1		27.18	%5		14.34	%5
Ratio of net expenses to average net assets		1.05	%6		1.05	%6
Ratio of net investment loss to average net assets1		(0.36	)%6		(0.41	)%6
Portfolio turnover		31	%5		52	%5
Net assets at end of period (000’s omitted)	$	40,562		$	11,750
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.34	%6		1.44	%6
Ratio of net investment loss to average net assets		(0.65	)%6		(0.80	)%6

37

Financial Highlights

For a share outstanding throughout each period

Managers AMG TSCM Growth Equity Fund - Investor Class**	For the six months ended April 30, 2011 (unaudited)			For the fiscal period ended October 31, 2010
Net Asset Value, Beginning of Period	$	10.93		$	10.00
Income from Investment Operations:
Net investment loss		(0.11	)		(0.00	)#,3
Net realized and unrealized gain on investments		1.84			0.93	3
Total from investment operations		1.73			0.93
Less Distributions to Shareholders from:
Net investment income		(0.00	)#		—
Net Asset Value, End of Period	$	12.66		$	10.93
Total Return1		15.85	%5		9.30	%5
Ratio of net expenses to average net assets		1.16	%6		1.17	%6
Ratio of net investment loss to average net assets1		(0.57	)%6		(0.11	)%6
Portfolio turnover		34	%5		50	%5
Net assets at end of period (000’s omitted)	$	32		$	14
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		3.06	%6		15.15	%6
Ratio of net investment loss to average net assets		(2.47	)%6		(14.09	)%6

Managers AMG TSCM Growth Equity Fund - Service Class**	For the six months ended April 30, 2011 (unaudited)			For the fiscal period ended October 31, 2010
Net Asset Value, Beginning of Period	$	10.94		$	10.00
Income from Investment Operations:
Net investment income (loss)		(0.01	)		0.00	#,3
Net realized and unrealized gain on investments		1.83			0.94	3
Total from investment operations		1.82			0.94
Net Asset Value, End of Period	$	12.76		$	10.94
Total Return1		16.64	%5		9.40	%5
Ratio of net expenses to average net assets		1.01	%6		1.03	%6
Ratio of net investment income (loss) to average net assets1		(0.17	)%6		0.00	%#,6
Portfolio turnover		34	%5		50	%5
Net assets at end of period (000’s omitted)	$	26,062		$	11
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.56	%6		15.00	%6
Ratio of net investment loss to average net assets		(0.72	)%6		(13.97	)%6

38

Financial Highlights

For a share outstanding throughout each period

Managers AMG TSCM Growth Equity Fund - Institutional Class**	For the six months ended April 30, 2011 (unaudited)			For the fiscal period ended October 31, 2010
Net Asset Value, Beginning of Period	$	10.94		$	10.00
Income from Investment Operations:
Net investment income (loss)		(0.00	)#		0.01	3
Net realized and unrealized gain on investments		1.76			0.93	3
Total from investment operations		1.76			0.94
Less Distributions to Shareholders from:
Net investment income		(0.00	)#		—
Net Asset Value, End of Period	$	12.70		$	10.94
Total Return1		16.13	%5		9.40	%5
Ratio of net expenses to average net assets		0.76	%6		0.79	%6
Ratio of net investment income (loss) to average net assets1		(0.02	)%6		0.27	%6
Portfolio turnover		34	%5		50	%5
Net assets at end of period (000’s omitted)	$	2,663		$	1,063
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		3.16	%6		14.74	%6
Ratio of net investment loss to average net assets		(2.42	)%6		(13.68	)%6

39

Financial Highlights

For a share outstanding throughout each period

	For the six months ended April 30, 2011 (unaudited)			For the fiscal year ended October 31,
Managers Micro-Cap Fund				2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	33.42		$	26.37		$	25.41		$	41.90		$	34.48		$	29.65
Income from Investment Operations:
Net investment loss		(0.14	)		(0.25	)3		(0.21	)3		(0.31	)3		(0.37	)3		(0.26	)3
Net realized and unrealized gain (loss) on investments		8.17			7.30	3		2.73	3		(16.18	)3		7.79	3		5.09	3
Total from investment operations		8.03			7.05			2.52			(16.49	)		7.42			4.83
Less Distribution to Shareholders from:
Net realized gain on investments		—			—			(1.56	)		—			—			—
Net Asset Value End of Period	$	41.45		$	33.42		$	26.37		$	25.41		$	41.90		$	34.48
Total Return1		23.99	%5		26.73	%4		11.34	%4		(39.37	)%		21.52	%4		16.29	%
Ratio of net expenses to average net assets		1.41	%6		1.50	%		1.53	%		1.54	%		1.53	%		1.54	%
Ratio of net investment loss to average net assets1		(0.71	)%6		(0.84	)%		(0.90	)%		(0.92	)%		(1.01	)%		(0.79	)%
Portfolio turnover		42	%5		93	%		82	%		193	%		76	%		82	%
Net assets at end of period (000’s omitted)	$	153,903		$	135,570		$	127,322		$	132,424		$	271,934		$	303,474
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.66	%6		1.72	%		1.75	%		1.66	%		1.53	%		1.54	%
Ratio of net investment loss to average net assets		(0.96	)%6		(1.06	)%		(1.12	)%		(1.04	)%		(1.01	)%		(0.79	)%

40

Financial Highlights

For a share outstanding throughout each period

Managers Institutional Micro-Cap Fund	For the  six months ended April 30,  2011 (unaudited)			For the fiscal year ended October 31,
				2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	10.58		$	8.27		$	8.64		$	16.65		$	15.07		$	14.94
Income from Investment Operations:
Net investment loss		(0.03	)		(0.06	)3		(0.05	)3		(0.10	)3		(0.13	)3		(0.09	)3
Net realized and unrealized gain (loss) on investments		2.53			2.37	3		0.79	3		(5.87	)3		2.99	3		2.36	3
Total from investment operations		2.50			2.31			0.74			(5.97	)		2.86			2.27
Less Distributions to Shareholders from:
Net realized gain on investments		—			—			(1.11	)		(2.04	)		(1.28	)		(2.14	)
Net Asset Value End of Period	$	13.08		$	10.58		$	8.27		$	8.64		$	16.65		$	15.07
Total Return1		23.63	%5		27.93	%4		11.44	%4		(40.45	)%		20.48	%		16.33	%
Ratio of net expenses to average net assets		1.20	%6		1.29	%		1.31	%		1.30	%		1.35	%		1.35	%
Ratio of net investment loss to average net assets1		(0.53	)%6		(0.64	)%		(0.66	)%		(0.74	)%		(0.83	)%		(0.63	)%
Portfolio turnover		54	%5		98	%		81	%		198	%		129	%		78	%
Net assets at end of period (000’s omitted)	$	29,109		$	23,250		$	23,762		$	26,759		$	141,223		$	259,395
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.61	%6		1.66	%		1.67	%		1.55	%		1.39	%		1.37	%
Ratio of net investment loss to average net assets		(0.94	)%6		(1.01	)%		(1.02	)%		(0.99	)%		(0.87	)%		(0.65	)%

41

Financial Highlights

For a share outstanding throughout each period

	For the six months ended April 30, 2011			For the fiscal year ended October 31,
Managers Real Estate Securities Fund	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	8.12		$	5.68		$	5.55		$	12.57		$	14.74		$	12.86
Income from Investment Operations:
Net investment income		0.06			0.08	3		0.12	3		0.13	3		0.06			0.18
Net realized and unrealized gain (loss) on investments		1.25			2.43	3		0.16	3		(4.06	)3		0.22			3.87
Total from investment operations		1.31			2.51			0.28			(3.93	)		0.28			4.05
Less Distributions to Shareholders from:
Net investment income		(0.04	)		(0.07	)		(0.15	)		(0.12	)		(0.10	)		(0.10	)
Net realized gain on investments		—			—			—			(2.97	)		(2.35	)		(2.07	)
Total distributions to shareholders		(0.04	)		(0.07	)		(0.15	)		(3.09	)		(2.45	)		(2.17	)
Net Asset Value, End of Period	$	9.39		$	8.12		$	5.68		$	5.55		$	12.57		$	14.74
Total Return1		16.21	%5		44.47	%		5.77	%		(38.95	)%		2.10	%		36.43	%
Ratio of net expenses to average net assets		1.49	%6		1.49	%		1.48	%		1.48	%		1.40	%		1.46	%
Ratio of net investment income to average net assets1		1.76	%6		1.12	%		2.56	%		1.63	%		0.82	%		0.97	%
Portfolio turnover		37	%5		99	%		107	%		127	%		126	%		69	%
Net assets at end of period (000’s omitted)	$	47,802		$	23,787		$	14,526		$	12,366		$	26,561		$	27,624
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.51	%6		1.79	%		2.47	%		1.80	%		1.41	%		1.46	%
Ratio of net investment income to average net assets		1.74	%6		0.82	%		1.57	%		1.31	%		0.83	%		0.97	%

42

Financial Highlights

For a share outstanding throughout each period

	For the six months ended April 30, 2011			For the fiscal year ended October 31,
Managers California Intermediate Tax-Free Fund	(unaudited)			2010			2009			2008			2007			2006
Net Asset Value, Beginning of Period	$	10.72		$	10.40		$	9.84		$	10.56		$	10.75		$	10.66
Income from Investment Operations:
Net investment income		0.19			0.34			0.32			0.38			0.40			0.39
Net realized and unrealized gain (loss) on investments		(0.27	)		0.32			0.55			(0.56	)		(0.16	)		0.25
Total from investment operations		(0.08	)		0.66			0.87			(0.18	)		0.24			0.64
Less Distributions to Shareholders from:
Net investment income		(0.19	)		(0.34	)		(0.31	)		(0.38	)		(0.40	)		(0.40	)
Net realized gain on investments		—			—			—			(0.16	)		(0.03	)		(0.15	)
Total distributions to shareholders		(0.19	)		(0.34	)		(0.31	)		(0.54	)		(0.43	)		(0.55	)
Net Asset Value, End of Period	$	10.45		$	10.72		$	10.40		$	9.84		$	10.56		$	10.75
Total Return1		(0.70	)%5		6.41	%		8.97	%		(1.82	)%		2.23	%		6.21	%
Ratio of net expenses to average net assets		0.55	%6		0.55	%		0.55	%		0.55	%		0.56	%		0.55	%
Ratio of net investment income to average net assets1		3.71	%6		3.20	%		3.08	%		3.71	%		3.75	%		3.76	%
Portfolio turnover		3	%5		64	%		152	%		33	%		35	%		22	%
Net assets at end of period (000’s omitted)	$	26,793		$	31,315		$	31,181		$	32,955		$	35,982		$	54,144
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		0.94	%6		0.96	%		0.86	%		0.80	%		0.82	%		0.82	%
Ratio of net investment income to average net assets		3.32	%6		2.79	%		2.77	%		3.46	%		3.49	%		3.49	%

Notes to Financial Highlights (unaudited)

The following footnotes are to be read in conjunction with the Financial Highlights previously presented in the report.

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

^*  Effective January 1, 2010, existing shares of Managers Frontier Small Cap Growth Fund (formerly shares of Managers Small Cap Fund) were reclassified and redesignated as Service Class shares. Investor Class and Institutional Class shares commenced operations on January 1, 2010.

^**  Commenced operations on July 30, 2010.

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

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

³  Per share numbers have been calculated using average shares.

⁴  The Total Return is based on the Financial Statement Net Asset Values as shown above.

⁵  Not annualized.

⁶  Annualized.

43

Notes to Financial Statements

April 30, 2011 (unaudited)

1. Summary of Significant Accounting Policies

Managers Trust I (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 investment series. Included in this report are the Managers Frontier Small Cap Growth Fund (“Small Cap”) (formerly Managers Small Cap Fund), Managers Micro-Cap Fund (“Micro-Cap”) (formerly Managers Fremont Micro-Cap Fund), Managers Institutional Micro-Cap Fund (“Institutional Micro-Cap”) (formerly Managers Fremont Institutional Micro-Cap Fund), Managers Real Estate Securities Fund (“Real Estate Securities”), Managers California Intermediate Tax-Free Fund (“California Intermediate Tax-Free”), and Managers AMG TSCM Growth Equity Fund (“TSCM Growth Equity”), each a “Fund” and collectively the “Funds.” TSCM Growth Equity commenced operations on July 30, 2010.

Effective January 1, 2010, Small Cap added new classes of shares. Small Cap offers three classes of shares, Institutional, Service and Investor, each offering varying levels of shareholder servicing and / or 12b-1 fees. Legacy Small Cap shareholders became shareholders in the Institutional Class and Service Class.

Small Cap and TSCM Growth Equity each offer three classes of shares: Investor Class, Service Class, and Institutional Class. 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 certain investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. Each Fund may use the fair value of a portfolio 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 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 open-end regulated investment companies are valued at their end of day net asset value per share. 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

44

Notes to Financial Statements (continued)

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

The three-tier hierarchy of inputs is summarized below:

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

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

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

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

b. Security Transactions

Security transactions are accounted for as of 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, as required, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair 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. For Small Cap and TSCM Growth Equity Funds, investment income, realized and unrealized capital gains and losses, the common expenses of the Funds, 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, under a brokerage recapture program, which paid a portion of the Fund’s expenses. For the six months ended April 30, 2011, under these arrangements the amount by which the Funds’ expenses were reduced and the impact on the expense ratios were as follows: Small Cap - $137 or 0.00%, Micro-Cap - $14,492 or 0.02%, Institutional Micro-Cap - $4,351 or 0.03%, Real Estate Securities - $1,080 or 0.01%, and TSCM Growth Equity - $660 or 0.03%.

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

45

Notes to Financial Statements (continued)

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 April 30, 2011, the overdraft fees were as follows: Small Cap – $2, and California Intermediate Tax-Free - $8.

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 April 30, 2011, the transfer agent expense was reduced as follows: Small Cap - $13, TSCM Growth Equity - $5, Micro-Cap - $45, Institutional Micro-Cap - $9, Real Estate Securities - $11 and California Intermediate Tax-Free - $9.

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

d. Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared and paid as follows:

Annually - Small Cap, TSCM Growth Equity, Micro-Cap, and Institutional Micro-Cap

Quarterly - Real Estate Securities

Declared daily, paid monthly - California Intermediate Tax-Free 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, and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

e. Federal Taxes

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

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

Management has analyzed the Funds’ tax positions taken on federal income tax returns for all open tax years (tax years ended October 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 Loss Carryovers

As of April 30, 2011, the following Funds had accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes as shown in the following chart. These amounts may be used to offset realized capital gains, if any, through the expiration dates listed.

Fund	Capital Loss Carryover Amount		Expires October 31,
TSCM Growth Equity	$	471		2018
Micro-Cap	$	15,808,913		2017
Institutional Micro-Cap	$	3,617,374		2017
Real Estate Securities	$	4,516,211		2017
California Intermediate Tax-Free	$	412,775		2016

g. Capital Stock

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

46

Notes to Financial Statements (continued)

the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation. Dividends and distributions to shareholders are recorded on the ex-dividend date.

The capital stock transactions by class for Small Cap and TSCM Growth Equity for the six months ended April 30, 2011, and fiscal year ended October 31, 2010 were as follows:

	Small Cap
	2011						2010
	Shares			Amount			Shares			Amount
Investor Class*
Proceeds from sale of shares		26,291		$	480,685			25,018		$	375,533
Cost of shares repurchased		(18,457	)		(357,146	)		(683	)		(11,557	)
Net increase - Investor Class		7,834		$	123,539			24,335		$	363,976
Service Class
Proceeds from sale of shares		191,053		$	3,740,696			74,867		$	1,124,823
Cost of shares repurchased		(205,326	)		(3,740,330	)		(1,926,064	)		(28,232,180	)
Net increase (decrease) - Service Class		(14,273	)	$	366			(1,851,197	)	($	27,107,357	)
Institutional Class*
Proceeds from sale of shares		1,245,304		$	24,814,392			720,550		$	10,720,207
Cost of shares repurchased		(41,800	)		(826,394	)		(18,833	)		(283,101	)
Net increase - Institutional Class		1,203,504		$	23,987,998			701,717		$	10,437,106
	TSCM Growth Equity **
	2011						2010
	Shares			Amount			Shares			Amount
Investor Class
Proceeds from sale of shares		2,237		$	26,544			1,270		$	12,963
Cost of shares repurchased		(1,000	)		(19,449	)		—			—
Net increase - Investor Class		1,237		$	7,095			1,270		$	12,963
Service Class
Proceeds from sale of shares		2,122,406		$	25,441,694			1,000		$	10,000
Cost of shares repurchased		(80,820	)		(1,004,023	)		—			—
Net increase - Service Class		2,041,586		$	24,437,671			1,000		$	10,000
Institutional Class
Proceeds from sale of shares		116,709		$	1,382,609			106,430		$	1,067,380
Cost of shares repurchased		(4,214	)		(52,125	)		(9,332	)		(100,100	)
Net increase - Institutional Class		112,495		$	1,330,484			97,098		$	967,280

* Commenced operations on January 1, 2010.

** Commenced operations on July 30, 2010.

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Notes to Financial Statements (continued)

At April 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: Small Cap - two collectively own 44%; TSCM Growth Equity - one individually owns 90%; Micro-Cap - two collectively own 49%; Institutional Micro-Cap - three collectively own 62%; Real Estate Securities - two collectively own 47%; California Intermediate Tax-Free - two collectively own 57%. Transactions by these shareholders may have a material impact on their respective Funds.

2. Agreements and Transactions with Affiliates

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

The Small Cap investment portfolio is managed by Frontier Capital Management Co., LLC (“Frontier”). AMG indirectly owns a majority interest in Frontier. The TSCM Growth Equity investment portfolio is managed by TimesSquare Capital Management, LLC (“TimesSquare”). AMG indirectly owns a majority interest in TimesSquare.

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 April 30, 2011, were as follows:

Fund	Investment Management Fee
Small Cap		1.00	%
TSCM Growth Equity		0.75	%
Micro-Cap		1.00	%
Institutional Micro-Cap		1.00	%
Real Estate Securities		0.85	%
California Intermediate Tax-Free
on first $25 million		0.40	%
on next $25 million		0.35	%
on next $50 million		0.30	%
on next $50 million		0.25	%
on balance over $150 million		0.20	%

Small Cap is obligated by its investment management contract to pay an annual management fee to the Investment Manager. The Investment Manager, in turn, pays all or a portion of this fee to Frontier. Under its Investment Manager Agreement with the Fund, the Investment Manager provides a variety of administrative services to the Fund. Effective as of January 1, 2010, the Investment Manager receives compensation from Frontier for its administrative services to the Fund pursuant to a separate agreement between the Investment Manager and Frontier.

For each of the Funds other than Small Cap, the Trust has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as each Fund’s administrator (the “Administrator”) and is responsible for all aspects of managing the Funds’ operations, including administration and shareholder services to each Fund, its shareholders, and certain institutions, such as bank trust departments, broker-dealers and registered investment advisers, that advise or act as an intermediary with the Funds’ shareholders. For its services, the Administrator is paid a fee at a rate of 0.25% of average net assets per annum. Effective January 1, 2010, Small Cap terminated its Administration agreement.

At a meeting held on September 10-11, 2009, the Trust’s Board of Trustees approved a contractual expense limitation with respect to Small Cap. Effective January 1, 2010, the Investment Manager has contractually agreed, through at least March 1, 2012, to waive fees and pay or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest, shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions, acquired fund fees and expenses and extraordinary items) to 1.05% of the Fund’s average daily net assets.

At a meeting held June 10-11, 2010, the Board of Trustees approved new contractual expense limitation agreements with respect to the Micro-Cap and Institutional Micro-Cap Funds. Effective July 1, 2010, the Investment Manager has contractually agreed, through at least March 1, 2012, to waive fees and pay or reimburse Fund expenses of Micro-Cap and Institutional Micro-Cap 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 items) to 1.43%, and 1.23%, respectively, of each Fund’s average daily net assets. Immediately prior to July 1, 2010, Micro-Cap and Institutional Micro-Cap had contractual expense limitations of 1.56%, and 1.35%, respectively.

The Investment Manager has contractually agreed, through at least March 1, 2012, to waive fees and pay or reimburse Fund expenses of Real Estate Securities and California Intermediate Tax-Free 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 items) to 1.50% and 0.55%, respectively, of each Fund’s average daily net assets.

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Notes to Financial Statements (continued)

The Investment Manager has contractually agreed, through at least March 1, 2012, to waive fees and pay or reimburse Fund expenses of TSCM Growth Equity in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest, shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions, acquired fund fees and expenses and extraordinary items) to 0.79% of the Fund’s average daily net assets.

Each of Small Cap, TSCM Growth Equity, Micro-Cap, Institutional Micro-Cap, Real Estate Securities, and California Intermediate Tax-Free 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 previously stated expense limitation percentages of that Fund’s average daily net assets. For the six months ended April 30, 2011, each Fund’s components of reimbursement are detailed in the following chart:

	Small Cap			TSCM Growth Equity			Micro-Cap
Reimbursement Available - 10/31/10	$	92,681		$	38,363		$	713,884
Additional Reimbursements		57,634			57,610			164,188
Repayments		—			—			—
Expired Reimbursements		—			—			(80,438	)
Reimbursement Available - 4/30/11	$	150,315		$	95,973		$	797,634
	Institutional Micro-Cap			Real Estate Securities			California Intermediate Tax-Free
Reimbursement Available - 10/31/10	$	260,658		$	203,001		$	319,403
Additional Reimbursements		52,581			1,789			55,171
Repayments		—			(11,418	)		—
Expired Reimbursements		(65,113	)		(18,212	)		(55,816	)
Reimbursement Available - 4/30/11	$	248,126		$	175,160		$	318,758

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

Small Cap and TSCM Growth Equity have adopted a distribution and service plan (the “plan”) with respect to the Investor Class shares of each Fund, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of the FINRA regarding asset-based sales charges. Pursuant to the Plan, each Fund may compensate the Distributor for its expenditures in financing any activity primarily intended to result in the sale of such class of the Fund’s shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributors up to 0.25% annually of the Fund’s average daily net assets attributable to the Investor Class shares. The Plan further provides 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 the Investor Class shares for shareholder servicing may not exceed an annual rate of 0.25% of the average daily net asset value of the Fund’s shares of that class owned by its clients of such broker, dealer or financial intermediary.

On June 23, 2009, 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 April 30, 2011, the following Funds either borrowed from or lent to other Managers Funds: Small Cap borrowed $627,674 for 1 day paying interest of $20; Small Cap lent $1,193,159 for 4 days earning interest of $148; Micro-Cap lent $3,785,928 for 5 days earning interest of $293; Institutional Micro-Cap lent $1,138,018 for 4 days earning interest of $141. The interest amounts can be found in the Statement of Operations in interest income or as miscellaneous expense.

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Notes to Financial Statements (continued)

3. Purchases and Sales of Securities

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

Fund	Purchases		Sales
Small Cap	$	27,359,567	$	12,601,756
TSCM Growth Equity		30,528,762		5,475,083
Micro-Cap		59,379,101		72,055,375
Institutional Micro-Cap		13,806,448		14,621,949
Real Estate Securities		29,885,510		12,437,399
California Intermdiate Tax-Free		959,132		4,380,199

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

4. Portfolio Securities Loaned

The Funds may 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 April 30, 2011, Small Cap, Micro-Cap, and Institutional Micro-Cap participated in the securities lending program.

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 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 Depreciation on the Statement of Assets and Liabilities and Statement of Operations.

5. Commitments and Contingencies

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

6. Subsequent Events

On May 5, 2011, Managers Institutional Micro-Cap Fund received a class action settlement from the TomoTherapy Securities Litigation Settlement in the amount of $29,607, or $0.01 per share.

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

At a meeting of the Trust’s Board of Trustees held June 9-10 2011, Nathaniel Dalton, who was a Trustee of the Trust, delivered his resignation to the Board of Trustees, effective June 9, 2011. The Board appointed Christine C. Carsman as Trustee to fill the vacancy; like Mr. Dalton, Ms. Carsman is considered an “interested person” of the Trust under the Investment Company Act of 1940.

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

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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.

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 I

By:	/s/ John H. Streur
	John H. Streur, President
Date:	June 29, 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:	June 29, 2011

By:	/s/ Donald S. Rumery
	Donald S. Rumery, Chief Financial Officer
Date:	June 29, 2011