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, 2012
Date of reporting period:	NOVEMBER 1, 2011 - APRIL 30, 2012 (Semi-Annual Shareholder Report)

Item 1. Reports to Shareholders

Managers AMG FQ Funds

Semi-Annual Report — April 30, 2012 (unaudited)

TABLE OF CONTENTS	Page
ABOUT YOUR FUND’S EXPENSES		1
FUND PERFORMANCE		2
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
Managers AMG FQ Tax-Managed U.S. Equity Fund		5
Managers AMG FQ U.S. Equity Fund		8
Managers AMG FQ Global Alternatives Fund		11
Managers AMG FQ Global Essentials Fund		12
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		13
FINANCIAL STATEMENTS
Statements of Assets and Liabilities		20
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statements of Operations		22
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		23
Detail of changes in assets for the past two fiscal periods
FINANCIAL HIGHLIGHTS		25
Historical net asset values per share, distributions, total returns, income and 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 on going 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, 2012	Expense Ratio for the Period			Beginning Account Value 11/01/2011		Ending Account Value 04/30/2012		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		$1,128		$  6.56
Hypothetical (5% return before expenses)		1.24	%		$1,000		$1,019		$  6.22
Class C Shares
Based on Actual Fund Return		1.99	%		$1,000		$1,124		$10.51
Hypothetical (5% return before expenses)		1.99	%		$1,000		$1,015		$  9.97
Institutional Class Shares
Based on Actual Fund Return		0.99	%		$1,000		$1,129		$  5.24
Hypothetical (5% return before expenses)		0.99	%		$1,000		$1,020		$  4.97
Managers AMG FQ U.S. Equity Fund
Class A Shares
Based on Actual Fund Return		1.04	%		$1,000		$1,119		$  5.48
Hypothetical (5% return before expenses)		1.04	%		$1,000		$1,020		$  5.22
Class C Shares
Based on Actual Fund Return		1.79	%		$1,000		$1,114		$  9.41
Hypothetical (5% return before expenses)		1.79	%		$1,000		$1,016		$  8.97
Institutional Class Shares
Based on Actual Fund Return		0.79	%		$1,000		$1,121		$  4.17
Hypothetical (5% return before expenses)		0.79	%		$1,000		$1,021		$  3.97
Managers AMG FQ Global Alternatives Fund
Class A Shares
Based on Actual Fund Return		1.94	%		$1,000		$   985		$  9.57
Hypothetical (5% return before expenses)		1.94	%		$1,000		$1,015		$  9.72
Class C Shares
Based on Actual Fund Return		2.49	%		$1,000		$   982		$12.27
Hypothetical (5% return before expenses)		2.49	%		$1,000		$1,012		$12.46
Service Class Shares
Based on Actual Fund Return		1.69	%		$1,000		$   986		$  8.34
Hypothetical (5% return before expenses)		1.69	%		$1,000		$1,016		$  8.47
Institutional Class Shares
Based on Actual Fund Return		1.49	%		$1,000		$   986		$  7.36
Hypothetical (5% return before expenses)		1.49	%		$1,000		$1,016		$  7.47
Managers AMG FQ Global Essentials Fund
Investor Class Shares
Based on Actual Fund Return		1.49	%		$1,000		$1,058		$  7.73
Hypothetical (5% return before expenses)		1.49	%		$1,000		$1,018		$  7.58
Service Class Shares
Based on Actual Fund Return		1.12	%		$1,000		$1,059		$  5.81
Hypothetical (5% return before expenses)		1.12	%		$1,000		$1,020		$  5.70
Institutional Class Shares
Based on Actual Fund Return		0.99	%		$1,000		$1,060		$  5.14
Hypothetical (5% return before expenses)		0.99	%		$1,000		$1,020		$  5.04

* 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 (182), then divided by 366.

1

Fund Performance

Periods ended April 30, 2012 (unaudited)

The table below shows the average annual total returns for the period indicated for each Fund, as well as each Fund’s relative index for the same time period.

Average Annual Total Returns1	Six       Months††		One Year		Five Years		Ten Years		Since     Inception		Inception Date
Managers AMG FQ Tax-Managed U.S. Equity Fund2,3,4
No Load Before Tax:
Class A*		12.77%		3.64%		(0.61)%		–		3.02%		03/01/06
Class C*		12.38%		2.83%		(1.35)%		–		2.24%		03/01/06
Institutional Class		12.93%		3.90%		(0.45)%		5.42%		4.33%		12/18/00
Russell 3000® Index5		12.74%		3.40%		1.25%		5.17%		3.02%		12/18/00	†
No Load After Tax on Distributions:6
Class A*		12.77%		3.64%		(0.66)%		–		2.97%		03/01/06
Class C*		12.38%		2.83%		(1.35)%		–		2.23%		03/01/06
Institutional Class		12.89%		3.86%		(0.55)%		5.30%		4.23%		12/18/00
No Load After Tax on Distributions & Sale of Shares:6
Class A*		8.30%		2.37%		(0.53)%		–		2.58%		03/01/06
Class C*		8.05%		1.84%		(1.14)%		–		1.92%		03/01/06
Institutional Class		8.40%		2.53%		(0.42)%		4.70%		3.74%		12/18/00
With Load Before Tax:
Class A*		6.29%		(2.29)%		(1.78)%		–		2.04%		03/01/06
Class C*		11.38%		1.83%		(1.35)%		–		2.24%		03/01/06
With Load After Tax on Distribution:6
Class A*		6.29%		(2.29)%		(1.83)%		–		1.99%		03/01/06
Class C*		11.38%		1.83%		(1.35)%		–		2.23%		03/01/06
With Load After Tax on Distribution & Sale of Shares:6
Class A*		4.09%		(1.49)%		(1.52)%		–		1.73%		03/01/06
Class C*		7.40%		1.19%		(1.14)%		–		1.92%		03/01/06
Managers AMG FQ U.S. Equity Fund2,4,7
No Load:
Class A*		11.94%		4.71%		(0.17)%		–		3.44%		03/01/06
Class C*		11.44%		3.84%		(0.93)%		–		2.71%		03/01/06
Institutional Class		12.07%		4.96%		0.09%		5.07%		7.60%		08/14/92
Russell 3000® Index5,8		12.74%		3.40%		1.25%		5.17%		8.69%		08/31/92	†
With Load:
Class A*		5.50%		(1.33)%		(1.34)%		–		2.44%		03/01/06
Class C*		10.44%		2.84%		(0.93)%		–		2.71%		03/01/06

2

Fund Performance

Periods ended April 30, 2012 (continued)

Average Annual Total Returns1	Six Months††		One Year		Five Years		Ten Years		Since    Inception		Inception Date
Managers AMG FQ Global Alternatives Fund#,2,4,9,10,11
No Load:
Class A		(1.51)%		(9.22)%		(0.53)%		–		0.17%		03/30/06
Class C		(1.77)%		(9.68)%		(1.21)%		–		(0.51)%		03/30/06
Service Class**		(1.39)%		(8.97)%		–		–		(3.26)%		01/01/10
Institutional Class**		(1.39)%		(8.87)%		–		–		(3.17)%		01/01/10
Citigroup 1-month U.S Treasury Bill Index12		0.01%		0.03%		0.90%		–		1.60%		03/31/06	†
With Load:
Class A		(7.19)%		(14.47)%		(1.70)%		–		(0.08)%		03/30/06
Class C		(2.76)%		(10.59)%		(1.21)%		–		(0.51)%		03/30/06
Managers AMG FQ Global Essentials Fund2,13,14,15,16,17
Investor Class**		5.82%		6.32%		–		–		9.95%		01/01/10
Service Class**		5.86%		6.61%		–		–		10.25%		01/01/10
Institutional Class		5.96%		6.79%		0.53%		4.74%		6.41%		11/18/88
Managers AMG FQ Global Essentials Fund Composite Hedged Index18		5.51%		0.19%		(0.40)%		3.01%		5.41%		11/30/88	8
Managers AMG FQ Global Essentials Fund Composite Unhedged Index18		4.73%		(1.02)%		2.28%		6.55%		6.74%		11/30/88	8

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 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 Web site 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).

Investors should carefully consider 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. Funds are distributed by Managers Distributors, Inc., a member of FINRA.

  ^* 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.

  ^† Date reflects the inception date of the Fund’s Institutional Class shares, not the index.

^††  Not annualized.

  ^# Commencement of operations was March 30, 2006.

  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 Funds are net of expenses and based on the published NAV as of April 30, 2012. 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 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.

  ⁴ Class C shares convert to an equal dollar value of Class A shares at the end of the tenth year after purchase.

  ⁵ The Russell 3000^® Index is composed of the 3,000 largest U.S. companies as measured by market capitalization, and represents approximately 98% of the U.S. stock market. Unlike the Fund, the Russell 3000^® Index is unmanaged, is not available for investment, and does not incur expenses.

  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 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. Also, the Fund may invest in derivatives; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

  ⁸ The date reflects the closest available index date to the Fund’s inception date.

3

Fund Performance

Periods ended April 30, 2012 (continued)

  ⁹ 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.

¹⁰  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.

¹¹  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.

¹²  Performance for the Citigroup 1-Month U.S. Treasury Bill Index reflects an inception date of March 31, 2006. The Citigroup 1-Month U.S. 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 U.S. Treasury Bill Index is unmanaged, is not available for investment, and does not incur expenses.

¹³  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. The use of leverage in a Fund’s strategy can magnify relatively small market movements into relatively larger losses for the Fund.

¹⁴  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.

¹⁵  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.

¹⁶  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.

¹⁷  The use of leverage in a Fund’s strategy can magnify relatively small market movements into relatively larger losses for the Fund.

¹⁸  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.

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

4

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

Fund Snapshots

April 30, 2012 (unaudited)

Portfolio Breakdown

Industry	FQ Tax-Managed U.S. Equity Fund**	Russell 3000® Index
Information Technology	24.3%	19.3%
Consumer Discretionary	15.3%	12.2%
Financials	12.4%	15.8%
Health Care	12.2%	11.5%
Energy	11.2%	10.5%
Consumer Staples	8.8%	9.4%
Industrials	8.2%	11.2%
Materials	3.8%	4.0%
Utilities	2.7%	3.5%
Telecommunication Services	1.1%	2.6%
Other Assets and Liabilities	0.0%	0.0%

  ** As a percentage of net assets

Top Ten Holdings

Security Name	% of Net Assets
Apple, Inc.*		4.4%
International Business Machines Corp.*		3.6
Chevron Corp.*		3.3
Exxon Mobil Corp.*		2.8
Philip Morris International, Inc.*		2.5
DIRECTV, Class A*		2.2	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.
Liberty Global, Inc., Class A		2.0
Berkshire Hathaway, Inc., Class B*		1.9
Intel Corp.		1.9
ConocoPhillips*		1.8
Top Ten as a Group		26.4%

*    Top Ten Holding at October 31, 2011

5

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

Schedule of Portfolio Investments

April 30, 2012 (unaudited)

	Shares		Value
Common Stocks - 100.0%
Consumer Discretionary - 15.3%
Apollo Group, Inc., Class A*		5,400		$190,188
Arctic Cat, Inc.*		3,900		172,536
Bed Bath & Beyond, Inc.*		6,400		450,496
Coinstar, Inc.*,1		7,400		464,646
Dillard’s, Inc., Class A		10,400		671,424
DIRECTV, Class A*		19,200		945,984
Discovery Communications, Inc., Class A*		8,800		478,896
DISH Network Corp., Class A		11,100		354,867
Ford Motor Co.		33,400		376,752
ITT Educational Services, Inc.*,1		3,600		237,672
Knology, Inc.*		19,800		385,110
Liberty Global, Inc., Class A*		17,900		891,599
Macy’s, Inc.		7,500		307,650
NIKE, Inc., Class B		1,200		134,244
Penske Automotive Group, Inc.		3,000		79,320
Scripps Networks Interactive, Inc., Class A		2,200		110,484
Sonic Automotive, Inc., Class A		4,200		70,644
Target Corp.		2,000		115,880
TRW Automotive Holdings Corp.*		4,800		219,408
Total Consumer Discretionary				6,657,800
Consumer Staples - 8.8%
Andersons, Inc., The		4,800		241,920
Constellation Brands, Inc., Class A*		15,800		341,280
CVS Caremark Corp.		4,800		214,176
Kroger Co., The		14,600		339,742
Pantry, Inc., The*		6,800		86,768
Philip Morris International, Inc.		12,000		1,074,120
Procter & Gamble Co., The		3,400		216,376
Smithfield Foods, Inc.*		5,400		113,184
Spartan Stores, Inc.		5,300		96,619
Susser Holdings Corp.*		8,000		213,520
Tyson Foods, Inc., Class A		10,200		186,150
Wal-Mart Stores, Inc.		7,400		435,934
Whole Foods Market, Inc.		3,600		299,052
Total Consumer Staples				3,858,841
Energy - 11.2%
Apache Corp.		4,800		460,512
Chevron Corp.		13,400		1,427,904
ConocoPhillips		11,000		787,930
CVR Energy, Inc.		11,700		355,212
Exxon Mobil Corp.		14,400		1,243,296
Marathon Petroleum Corp.		4,700		195,567

	Shares		Value		��
Occidental Petroleum Corp.		4,000		$364,880
Tesoro Corp.*		2,400		55,800
Total Energy				4,891,101
Financials - 12.4%
American Financial Group, Inc.		6,400		249,088
American Safety Insurance Holdings, Ltd.*		8,000		151,440
American Tower Corp.		800		52,464
Arch Capital Group, Ltd.*		13,200		518,496
Berkshire Hathaway, Inc., Class A*		1		120,800
Berkshire Hathaway, Inc., Class B*		10,287		827,589
Capital One Financial Corp.		2,000		110,960
Chubb Corp., The		2,200		160,754
Citigroup, Inc.		3,600		118,944
Discover Financial Services		10,500		355,950
FBL Financial Group, Inc., Class A		6,800		198,016
First Cash Financial Services, Inc.*		3,700		151,552
First Citizens Bancshares Inc., Class A		1,000		173,300
Franklin Resources, Inc.		600		75,306
Invesco Mortgage Capital, Inc., REIT		1,600		28,224
JPMorgan Chase & Co.		10,400		446,992
KeyCorp		25,800		207,432
Pacific Capital Bancorp NA*		1,800		81,990
PNC Financial Services Group, Inc.		8,400		557,088
SunTrust Banks, Inc.		15,800		383,624
World Acceptance Corp.*		6,500		432,315
Total Financials				5,402,324
Health Care - 12.2%
Aetna, Inc.		1,100		48,444
AmerisourceBergen Corp.		8,600		320,006
Atrion Corp.		200		46,128
Biogen Idec, Inc.*		5,400		723,654
Express Scripts Holding Co.*		9,000		502,110
Gilead Sciences, Inc.*		7,200		374,472
HealthSouth Corp.*		9,900		221,661
Humana, Inc.		7,100		572,828
Johnson & Johnson		3,200		208,288
McKesson Corp.		5,000		457,050
Medicis Pharmaceutical Corp., Class A		6,400		246,208
Pfizer, Inc.		5,200		119,236
UnitedHealth Group, Inc.		13,800		774,870
Warner Chilcott PLC*		28,600		622,050
Wellpoint, Inc.		1,600		108,512
Total Health Care				5,345,517

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

6

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

Schedule of Portfolio Investments (continued)

	Shares		Value
Industrials - 8.2%
Alaska Air Group, Inc.*		12,500		$422,500
Amerco, Inc.		800		80,352
Cummins, Inc.		3,800		440,154
Delta Air Lines, Inc.*		44,100		483,336
DXP Enterprises, Inc.*		5,400		234,198
FedEx Corp.		2,600		229,424
General Electric Co.		7,600		148,808
Kadant, Inc.*		5,100		131,937
Parker Hannifin Corp.		600		52,614
Sauer-Danfoss, Inc.		8,600		372,466
Trimas Corp.*		13,800		303,738
Union Pacific Corp.		3,800		427,272
United Technologies Corp.		3,000		244,920
Total Industrials				3,571,719
Information Technology - 24.3%
Acxiom Corp.*		2,500		34,325
Apple, Inc.*		3,320		1,939,677
Avnet, Inc.*		12,400		447,392
Dell, Inc.*		24,800		405,976
Diebold, Inc.		2,200		86,790
Dolby Laboratories, Inc., Class A*		10,600		415,838
EMC Corp.*		19,000		535,990
Entegris, Inc.*		16,800		148,680
FEI Co.*		7,200		361,224
Global Payments, Inc.		7,400		343,582
Google, Inc., Class A*		301		182,174
GSI Group, Inc.*		6,900		83,283
Insight Enterprises, Inc.*		10,800		219,348
Intel Corp.		28,600		812,240
International Business Machines Corp.		7,600		1,573,808
Mastercard, Inc., Class A		1,600		723,632
Microsoft Corp.		16,300		521,926
Newport Corp.*		18,800		320,916
Oracle Corp.		19,600		576,044
Rudolph Technologies, Inc.*,1		4,900		52,920

	Shares		Value
SAIC, Inc.		7,800		$94,848
Visa, Inc., Class A		5,800		713,284
Total Information Technology				10,593,897
Materials - 3.8%
AEP Industries, Inc.*		2,000		69,740
CF Industries Holdings, Inc.		2,400		463,344
Domtar Corp.		5,000		437,400
Freeport-McMoRan Copper & Gold, Inc., Class B		8,400		321,720
Graphic Packaging Holding Co.*		33,400		178,690
KapStone Paper And Packaging Corp.*		11,400		205,884
Total Materials				1,676,778
Telecommunication Services - 1.1%
AT&T, Inc.		2,800		92,148
Telephone & Data Systems, Inc.		4,348		105,613
United States Cellular Corp.*		7,000		274,540
Total Telecommunication Services				472,301
Utilities - 2.7%
AES Corp., The*		27,000		338,040
El Paso Electric Co.		16,600		508,624
NRG Energy, Inc.*		6,000		102,000
Public Service Enterprise Group, Inc.		7,200		224,280
Total Utilities				1,172,944
Total Common Stocks(cost $32,595,908)				43,643,222
Other Investment Companies - 1.8%2
BNY Mellon Overnight Government Fund, 0.14%3		741,579		741,579
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%		40,896		40,896
Total Other Investment Companies (cost $782,475)				782,475
Total Investments - 101.8% (cost $33,378,383)				44,425,697
Other Assets, less Liabilities - (1.8)%				(773,959	)
Net Assets - 100.0%				$43,651,738

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

7

Managers AMG FQ U.S. Equity Fund

Fund Snapshots

April 30, 2012 (unaudited)

Portfolio Breakdown

Industry	FQ U.S. Equity Fund**	Russell 3000® Index
Information Technology	21.9%	19.3%
Financials	14.3%	15.8%
Consumer Discretionary	13.2%	12.2%
Health Care	11.7%	11.5%
Energy	9.8%	10.5%
Consumer Staples	8.7%	9.4%
Industrials	8.0%	11.2%
Materials	5.1%	4.0%
Utilities	4.0%	3.5%
Telecommunication Services	2.2%	2.6%
Other Assets and Liabilities	1.1%	0.0%

** As a percentage of net assets

Top Ten Holdings

Security Name	% of Net Assets
Apple, Inc.*		3.5%
Exxon Mobil Corp.*		3.2
Microsoft Corp.*		2.8
Philip Morris International, Inc.*		2.6
Pfizer, Inc.		2.5
Chevron Corp.*		2.4	Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.
Intel Corp.*		2.3
International Business Machines Corp.*		2.3
Verizon Communications, Inc.		2.2
Discover Financial Services		1.7
Top Ten as a Group		25.5%

*    Top Ten Holding at October 31, 2011

8

Managers AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments

April 30, 2012 (unaudited)

	Shares		Value
Common Stocks - 98.9%
Consumer Discretionary - 13.2%
Ameristar Casinos, Inc.		15,400		$276,892
Arctic Cat, Inc.*		5,000		221,200
Ascena Retail Group, Inc.*		14,800		303,104
Bob Evans Farms, Inc.		2,500		95,600
CBS Corp., Class B		6,900		230,115
Coinstar, Inc.*,1		12,700		797,433
Dillard’s, Inc., Class A		8,800		568,128
DIRECTV, Class A*		5,400		266,058
DISH Network Corp., Class A		16,800		537,096
Foot Locker, Inc.		900		27,531
Home Depot, Inc., The		9,600		497,184
Hot Topic, Inc.		16,500		161,700
Las Vegas Sands Corp.		700		38,843
Lithia Motors, Inc., Class A		9,300		249,519
Macy’s, Inc.		20,100		824,502
News Corp., Class A		24,700		484,120
Regal Entertainment Group, Class A1		29,000		394,690
Sinclair Broadcast Group, Inc., Class A		10,300		105,884
TJX Cos., Inc.		1,300		54,223
Town Sports International Holdings, Inc.*		9,300		119,226
Wyndham Worldwide Corp.		4,300		216,462
Wynn Resorts, Ltd.		800		106,720
Total Consumer Discretionary				6,576,230
Consumer Staples - 8.7%
Altria Group, Inc.		9,400		302,774
Andersons, Inc., The		4,900		246,960
Central Garden and Pet Co., Class A*		10,800		115,452
Church & Dwight Co., Inc.		1,900		96,520
Colgate-Palmolive Co.		300		29,682
Energizer Holdings, Inc.*		400		28,532
Kroger Co., The		26,800		623,636
Lorillard, Inc.		3,200		432,928
Philip Morris International, Inc.		14,300		1,279,993
Procter & Gamble Co., The		5,900		375,476
Safeway, Inc.		34,600		703,418
Walgreen Co.		3,500		122,710
Total Consumer Staples				4,358,081
Energy - 9.8%
Chevron Corp.		11,300		1,204,128
ConocoPhillips		10,400		744,952
Devon Energy Corp.		500		34,925
Exxon Mobil Corp.		18,700		1,614,558

	Shares		Value
Halliburton Co.		800		$27,376
Helix Energy Solutions Group, Inc.*		6,000		122,460
Helmerich & Payne, Inc.		1,700		87,363
National Oilwell Varco, Inc.		1,800		136,368
Occidental Petroleum Corp.		5,100		465,222
Parker Drilling Co.*		9,200		47,564
Valero Energy Corp.		16,600		410,020
Total Energy				4,894,936
Financials - 14.3%
Aflac, Inc.		15,000		675,600
AG Mortgage Investment Trust, Inc.		11,800		233,640
American Express Co.		10,400		626,184
Bank of America Corp.		31,900		258,709
Capstead Mortgage Corp.		56,300		772,999
Citigroup, Inc.		9,300		307,272
Discover Financial Services		25,400		861,060
Dynex Capital, Inc.		26,000		245,180
Goldman Sachs Group, Inc., The		1,700		195,755
Hospitality Properties Trust, REIT		7,600		209,608
JPMorgan Chase & Co.		12,600		541,548
KeyCorp		42,200		339,288
MetLife, Inc.		800		28,824
MFA Financial, Inc.		14,300		105,534
Morgan Stanley		4,800		82,944
Newcastle Investment Corp.		19,200		135,744
Prudential Financial, Inc.		600		36,324
Republic Bancorp Inc., Class A		7,700		181,181
Simon Property Group, Inc.		200		31,120
Torchmark Corp.		1,700		82,807
Two Harbors Investment Corp.		61,400		642,244
Washington Federal, Inc.		2,400		42,096
Wells Fargo & Co.		15,500		518,165
Total Financials				7,153,826
Health Care - 11.7%
Aetna, Inc.		2,000		88,080
Analogic Corp.		1,400		95,494
Assisted Living Concepts, Inc., Class A		6,900		123,579
Bristol-Myers Squibb Co.		20,700		690,759
Chemed Corp.		8,700		524,958
Eli Lilly & Co.		18,600		769,854
Gilead Sciences, Inc.*		10,700		556,507
PDL BioPharma, Inc.		116,800		734,672
Pfizer, Inc.		54,800		1,256,564
Providence Service Corp., The*		3,000		42,180

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
Health Care - 11.7% (continued)
Santarus, Inc.*		19,400		$123,578
Skilled Healthcare Group, Inc., Class A*		20,900		160,303
Sun Healthcare Group, Inc.*		6,900		49,887
UnitedHealth Group, Inc.		10,600		595,190
Total Health Care				5,811,605
Industrials - 8.0%
Alaska Air Group, Inc.*		6,800		229,840
Cummins, Inc.		4,200		486,486
Delta Air Lines, Inc.*		11,700		128,232
Deluxe Corp.		2,200		52,382
Forward Air Corp.		1,400		47,292
General Electric Co.		11,500		225,170
NACCO Industries, Inc., Class A		1,300		147,511
Norfolk Southern Corp.		2,000		145,860
PACCAR, Inc.		700		30,072
Pitney Bowes, Inc.1		27,800		476,214
Raytheon Co.		600		32,484
Sauer-Danfoss, Inc.		13,500		584,685
Union Pacific Corp.		7,200		809,568
United Parcel Service, Inc., Class B		1,000		78,140
United Rentals, Inc.*,1		1,200		56,016
United Technologies Corp.		5,600		457,184
Total Industrials				3,987,136
Information Technology - 21.9%
Apple, Inc.*		2,952		1,724,676
Avnet, Inc.*		7,900		285,032
Black Box Corp.		2,500		56,525
Cisco Systems, Inc.		20,100		405,015
Comtech Telecommunications Corp.		10,700		330,844
Dell, Inc.*		21,000		343,770
Diebold, Inc.		8,860		349,527
Dolby Laboratories, Inc., Class A*		10,400		407,992
Google, Inc., Class A*		605		366,164
GSI Group, Inc.*		11,150		134,581
Hewlett-Packard Co.		1,000		24,760
Intel Corp.		41,000		1,164,400
International Business Machines Corp.		5,500		1,138,940
KLA-Tencor Corp.		5,300		276,395
Kulicke & Soffa Industries, Inc.*		2,800		36,680
Lexmark International, Inc., Class A		5,600		168,560
Mastercard, Inc., Class A		340		153,772
Microsoft Corp.		43,200		1,383,264
Oracle Corp.		12,600		370,314

	Shares		Value
Total System Services, Inc.		26,700		$627,984
Visa, Inc., Class A		6,500		799,370
Western Union Co., The		8,200		150,716
Xyratex, Ltd.		8,500		123,420
Zygo Corp.*		6,300		124,677
Total Information Technology				10,947,378
Materials - 5.1%
AEP Industries, Inc.*		1,600		55,792
CF Industries Holdings, Inc.		3,800		733,628
Domtar Corp.		3,300		288,684
Eastman Chemical Co.		8,700		469,539
International Paper Co.		22,200		739,482
Kronos Worldwide, Inc.1		10,200		242,148
Total Materials				2,529,273
Telecommunication Services - 2.2%
Verizon Communications, Inc.		26,700		1,078,146
Utilities - 4.0%
Ameren Corp.		21,200		695,148
American Electric Power Co, Inc.		9,000		349,560
DTE Energy Co.		10,200		575,076
Pinnacle West Capital Corp.		900		43,515
Public Service Enterprise Group, Inc.		11,400		355,110
Total Utilities				2,018,409
Total Common Stocks(cost $43,197,233)				49,355,020
	Number of Contracts
Purchased Options - 0.0%#
S&P 500 Puts, 1175 Strike Price, Expiration 05/19/12 (cost $30,225)		150		3,000
	Shares
Other Investment Companies - 4.5%2
BNY Mellon Overnight Government Fund, 0.14%3		1,730,359		1,730,359
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%		504,090		504,090
Total Other Investment Companies (cost $2,234,449)				2,234,449
Total Investments - 103.4% (cost $45,461,907)				51,592,469
Other Assets, less Liabilities - (3.4)%				(1,693,237	)
Net Assets - 100.0%				$49,899,232

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

10

Managers AMG FQ Global Alternatives Fund

Schedule of Portfolio Investments

April 30, 2012 (unaudited)

	Shares		Value
Exchange Traded Funds - 23.1%
SPDR S&P 500 ETF Trust (cost $66,751,970)		609,479		$85,186,880
	Principal Amount
U.S. Government and Agency Obligations - 13.0%
United States Treasury Bill, 0.058%, 05/17/124,5		$1,000,000		999,972
United States Treasury Bill, 0.064%, 06/07/124,5		28,625,000		28,623,025
United States Treasury Bill, 0.076%, 06/21/124,5		18,480,000		18,478,078
Total U.S. Government and Agency Obligations (cost $48,100,538)				48,101,075
	Shares
Other Investment Companies - 64.5%2
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%6		62,223,762		62,223,762
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.21%		175,643,685		175,643,685
Total Other Investment Companies(cost $237,867,447)				237,867,447
Total Investments - 100.6%(cost $352,719,955)				371,155,402
Other Assets, less Liabilities - (0.6)%				(2,085,563	)
Net Assets - 100.0%				$369,069,839

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

11

Managers AMG FQ Global Essentials Fund

Schedule of Portfolio Investments

April 30, 2012 (unaudited)

	Shares		Value
Exchange Traded Funds - 41.1%
iShares Barclays TIPS Bond Fund		183,265		$21,885,506
iShares iBoxx $ High Yield Corporate Bond Fund		121,165		11,050,248
Jefferies TR/J CRB Global Commodity Equity Index Fund		48,427		2,177,327
Market Vectors RVE Hard Assets Producers		60,948		2,185,595
SPDR DB International Government Inflation-Protected Bond1		72,881		4,423,877
Vanguard REIT1		79,638		5,213,900
Total Exchange Traded Funds(cost $44,893,358)				46,936,453
Exchange Traded Notes - 12.0%
Barclays Capital, Inc., iPath Dow Jones-UBS Copper Subindex Total Return, 10/22/37		45,232		2,220,891
Barclays Capital, Inc., iPath Dow Jones-UBS Grains Subindex Total Return, 10/22/37		36,157		1,755,784
Barclays Capital, Inc., iPath Goldman Sachs Crude Oil Total Return Index, 08/07/36		40,782		1,067,265
Deutsche Bank AG, PowerShares DB Agriculture Double Long, 04/01/38		153,181		1,577,764
Deutsche Bank AG, PowerShares DB Gold Double Long, 02/15/38		41,333		2,186,929
Swedish Export Credit Corp., ELEMENTS Linked to the Rogers International Commodity Index - Total Return, 10/24/22		555,737		4,934,945
Total Exchange Traded Notes(cost $14,292,475)				13,743,578
	Principal Amount
U.S. Government and Agency Obligations - 7.9%
United States Treasury Bills, 0.064%, 06/07/124,5 (cost $8,999,353)		$9,000,000		8,999,397
	Shares
Other Investment Companies - 42.4%2
BNY Mellon Overnight Government Fund, 0.14%3		3,671,090		3,671,090
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%		19,737,473		19,737,473
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.21%		25,090,978		25,090,978
Total Other Investment Companies(cost $48,499,541)				48,499,541
Total Investments - 103.4% (cost $116,684,727)				118,178,969
Other Assets, less Liabilities - (3.4)%				(3,840,775	)
Net Assets - 100.0%				$114,338,194

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

12

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, 2012, the cost of securities for Federal income tax purposes and the gross aggregate unrealized appreciation and/or depreciation based on tax cost were approximately:

Fund	Cost		Appreciation		Depreciation		Net
Managers AMG FQ Tax-Managed U.S. Equity Fund		$33,378,383		$11,382,241		$(334,927)		$11,047,314
Managers AMG FQ U.S. Equity Fund		45,603,269		6,470,924		(481,724)		5,989,200
Managers AMG FQ Global Alternatives Fund		352,719,953		18,435,449		–		18,435,449
Managers AMG FQ Global Essentials Fund		116,812,042		2,139,244		(772,317)		1,366,927

* Non-income-producing security.

# Rounds to less than 0.1%

¹  Some or all of these securities were out on loan to various brokers as of April 30, 2012, amounting to:

Fund	Market Value	% of Net  Assets
Managers AMG FQ Tax-Managed U.S. Equity Fund	$717,476	1.6%
Managers AMG FQ U.S. Equity Fund	1,676,819	3.4%
Managers AMG FQ Global Essentials Fund	3,590,327	3.1%

²  Yield shown for each investment company represents the April 30, 2012, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

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

⁴  Indicates yield to maturity at April 30, 2012

⁵  Some or all of these securities were held as collateral for futures contracts as of April 30, 2012, amounting to:

Fund	Market Value	% of Net  Assets
Managers AMG FQ Global Alternatives Fund	$48,101,075	13.0%
Managers AMG FQ Global Essentials Fund	8,999,397	7.9%

⁶  A portion of this investment is held in a segregated account as collateral for forward foreign currency contracts as of April 30, 2012, amounting to:

Fund	Market Value	% of Net  Assets
Managers AMG FQ Global Alternatives Fund	$8,130,000	2.2%

As of April 30, 2012, the securities in Managers AMG FQ Tax-Managed U.S. Equity Fund and Managers AMG FQ U.S. Equity Fund were all Level 1 inputs. For a detailed break-out of the common stocks by major industry classification, please refer to the respective Schedule of Portfolio Investments.

The following table summarizes the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of April 30, 2012:

(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 AMG FQ Global Alternatives Fund
Investments in Securities
Exchange Traded Funds†		$85,186,880		–		–		$85,186,880
U.S. Government and Agency Obligations††		–		$48,101,075		–		48,101,075
Other Investment Companies		237,867,447		–		–		237,867,447
Total Investments in Securities		$323,054,327		$48,101,075		–		$371,155,402

13

Managers AMG Funds

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
Financial Derivative Instruments-Assets†††
Foreign Exchange Contracts		–		$12,243,476		–		$12,243,476
Equity Contracts		$412,685		–		–		412,685
Interest Rate Contracts		813,943		3,513,865		–		4,327,808
		1,226,628		15,757,341		–		16,983,969
Financial Derivative Instruments-Liabilities†††
Foreign Exchange Contracts		–		(7,737,143)		–		(7,737,143)
Equity Contracts		(2,147,694)		–		–		(2,147,694)
Interest Rate Contracts		(7,607,812)		(739,813)		–		(8,347,625)
		(9,755,506)		(8,476,956)		–		(18,232,462)
Total Financial Derivative Instruments		($8,528,878)		$7,280,385		–		($1,248,493)
	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
Managers AMG FQ Global Essentials Fund
Investments in Securities
Exchange Traded Funds†		$46,936,453		–		–		$46,936,453
Exchange Traded Notes†		13,743,578		–		–		13,743,578
U.S. Government and Agency Obligations††		–		$8,999,397		–		8,999,397
Other Investment Companies		48,499,541		–		–		48,499,541
Total Investments in Securities		$109,179,572		$8,999,397		–		$118,178,969
Financial Derivative Instruments-Assets†††
Equity Contracts		$275,251		–		–		$275,251
Interest Rate Contracts		1,450,589		–		–		1,450,589
		1,725,840		–		–		1,725,840
Financial Derivative Instruments-Liabilities†††
Equity Contracts		(897,040)		–		–		(897,040)
Total Financial Derivative Instruments		$828,800		–		–		$828,800

 † All exchange traded funds and exchange traded notes held in the Fund are level 1 securities. For a detailed breakout of these securities, please refer to the Schedule of Portfolio Investments.

 †† All U.S. government and agency obligations held in the Fund are level 2 securities. For a detailed breakout of the U.S. government and agency obligations by major industry or agency classification, please refer to the Schedule of Portfolio Investments.

 ††† Derivative instruments, such as futures, options and forwards, are not reflected in the Schedule of Portfolio Investments. Futures and forwards are valued at the unrealized appreciation/depreciation of the instrument and options are shown at value.

     As of April 30, 2012, the Funds had no significant transfers between Level 1 and Level 2 from the beginning of the reporting period.

14

Managers AMG Funds

Notes to Schedules of Portfolio Investments (continued)

The following schedule shows the fair value of derivative instruments at April 30, 2012:

		Asset Derivatives		Liability Derivatives
Fund	Derivatives not accounted for as hedging instruments	Statement of Assets and Liabilities Location	Fair Value	Statement of Assets and Liabilities Location	Fair Value
Managers AMG FQ U.S. Equity Fund	Equity contracts	Receivable for variation margin on futures	–	Payable for variation margin on futures	$490

		Asset Derivatives			Liability Derivatives
Fund	Derivatives not accounted for as hedging instruments	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Managers AMG FQ Global Alternatives	Equity contracts	Receivable for variation margin on futures*		$795,361	Payable for variation margin on futures*		$717,788
	Interest rate contracts*	Receivable for variation margin on futures*		3,884,811	Payable for variation margin on futures*		744,659
	Foreign exchange contracts	Unrealized appreciation of foreign currency contracts		12,243,476	Unrealized depreciation of foreign currency contracts		7,737,143
		Totals		$16,923,648			$9,199,590

		Asset Derivatives			Liability Derivatives
Fund	Derivatives not accounted for as hedging instruments	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Managers AMG FQ Global Essentials	Equity contracts	Receivable for variation margin on futures*		$73,141	Payable for variation margin on futures*		$233,603
	Interest rate contracts	Receivable for variation margin on futures*		151,486	Payable for variation margin on futures*		64,700
		Totals		$224,627			$298,303

For the six months ended April 30, 2012, 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 is as follows:

Fund	Derivatives not accounted for as hedging              instruments	Futures		Options		Total
Managers AMG FQ U.S. Equity Fund	Equity contracts		$16,015		$251,040		$267,055
Fund	Derivatives not accounted for as hedging              instruments	Futures		Forward  Currency Contracts		Total
Managers AMG FQ Global Alternatives Fund	Equity contracts		$(13,651,012)		–		$(13,651,012)
	Interest rate contracts		1,349,602		–		1,349,602
	Foreign exchange contracts		–		$16,032,084		16,032,084
	Totals		$(12,301,410)		$16,032,084		$3,730,674

15

Managers AMG Funds

Notes to Schedules of Portfolio Investments (continued)

Fund	Derivatives not accounted for as hedging              instruments	Futures		Forward Currency Contracts		Total
Managers AMG FQ Global Essentials Fund	Equity contracts		$2,580,102		–		$2,580,102
	Interest rate contracts		1,838,790		–		1,838,790
	Totals		$4,418,892		–		$4,418,892
The change in unrealized gain/(loss) on derivatives recognized in income is as follows:
Fund	Derivatives not accounted for as hedging              instruments	Futures		Options		Total
Managers AMG FQ U.S. Equity Fund	Equity contracts		$(434)		$19,225		$18,791
Fund	Derivatives not accounted for as hedging              instruments	Futures		Forward Currency Contracts		Total
Managers AMG Global Alternatives	Equity contracts		$2,380,281		–		$2,380,281
	Interest rate contracts		(14,335,685)		–		(14,335,685)
	Foreign exchange contracts		–		$(5,399,724)		(5,399,724)
	Totals		$(11,955,404)		$(5,399,724)		$(17,355,128)
Fund	Derivatives not accounted for as hedging             instruments	Futures		Forward Currency Contracts		Total
Managers AMG Global Essentials	Equity contracts		$(1,662,935)		–		$(1,662,935)
	Interest rate contracts		2,021,667		–		2,021,667
	Totals		$358,732		–		$358,732

At April 30, 2012, the Funds had the following open written options:

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

Managers AMG FQ U.S. Equity Fund
Description	Exercise       Price	Expiration   Date		Number of Contracts	Premium		Unrealized   Gain/(Loss)
S&P 500 Index (Call)	1,450		05/19/12	250		$44,125		$10,375
S&P 500 Index (Call)	1,475		05/19/12	50		4,925		3,075
S&P 500 Index (Put)	1,075		05/19/12	150		7,275		5,775

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.) At April 30, 2012, the Funds had the following open futures contracts:

 Managers AMG FQ Global Alternatives Fund - Futures Contracts

Type	Currency	Number of Contracts	Position	Type	Expiration   Date		Unrealized Gain/(Loss)
Amsterdam Index	EUR	307	Long	Exchange		05/18/12		$19,985
Australia 10-Year Bond	AUD	1,492	Short	Exchange		06/15/12		(5,099,529)
Australian SPI 200	AUD	158	Short	Exchange		06/21/12		(575,071)
CAC40 Index	EUR	271	Short	Exchange		05/18/12		(157,690)

16

Managers AMG Funds

Notes to Schedules of Portfolio Investments (continued)

Type	Currency	Number of Contracts	Position	Type	Expiration   Date		Unrealized Gain/(Loss)
Canadian 10-Year bond	CAD	58	Long	OTC		06/20/12		$65,761
DAX Index	EUR	51	Long	Exchange		06/15/12		108,759
Euro-Bund 10-Year	EUR	945	Long	OTC		06/07/12		3,448,104
FTSE 100 Index	GBP	225	Long	Exchange		06/15/12		(739,570)
FTSE/MIB Index	EUR	46	Short	Exchange		06/15/12		283,941
Hang Seng Index	HKD	33	Short	Exchange		05/30/12		(87,803)
IBEX 35 Index	EUR	92	Long	Exchange		05/18/12		(336,513)
Japanese 10-Year Bond	JPY	387	Short	Exchange		06/08/12		(694,542)
S&P 500 E-Mini Index	USD	1,098	Short	Exchange		06/15/12		(1,813,742)
S&P/TSX 60 Index	CAD	90	Long	Exchange		06/14/12		(169,078)
TOPIX Index	JPY	79	Long	Exchange		06/07/12		(81,968)
U.K. 10-Year Gilt	GBP	447	Long	Exchange		06/27/12		813,943
U.S. Treasury 10-Year Note	USD	532	Short	OTC		06/20/12		(739,813)
						Total	$	(5,754,826)
Managers AMG FQ Global Essentials Fund - Futures Contracts

Type	Currency	Number of Contracts	Position	Expiration       Date	Unrealized       Gain/(Loss)
Amsterdam Index	EUR	24	Long	05/18/12 to 06/15/12		$5,856
Australia 10-Year Bond	AUD	150	Long	06/15/12		487,824
Australian SPI 200	AUD	31	Long	06/21/12		99,901
CAC40 Index	EUR	41	Long	05/18/12 to 06/15/12		(20,535)
Canadian 10-Year bond	CAD	139	Long	06/20/12		74,079
DAX Index	EUR	8	Long	06/15/12		(2,019)
E-Mini MSCI Index	USD	192	Long	06/15/12		(358,685)
Euro-Bund 10-Year	EUR	49	Long	06/07/12		246,052
FTSE 100 Index	GBP	25	Long	06/15/12		(73,191)
FTSE/MIB Index	EUR	18	Long	06/15/12		(228,675)
German 30-Year bond	EUR	33	Long	06/07/12		114,709
Hang Seng Index	HKD	13	Long	05/30/12		34,677
IBEX 35 Index	EUR	18	Long	05/18/12		(65,713)
Japanese 10-Year Bond	JPY	103	Long	06/08/12		109,655

17

Managers AMG Funds

Notes to Schedules of Portfolio Investments (continued)

Type	Currency	Number of Contracts	Position	Expiration      Date	Unrealized     Gain/(Loss)
Russell 2000 Index	USD	120	Long	06/15/12		$132,458
S&P 500 E-Mini Index	USD	42	Long	06/15/12		46,785
S&P/TSX 60 Index	CAD	21	Long	06/14/12		(48,711)
TOPIX Index	JPY	24	Long	06/07/12		(97,154)
U.K. 10-Year Gilt	GBP	101	Long	06/27/12		195,497
U.S. 30-Year Bond	USD	43	Long	06/20/12		69,467
U.S. Treasury 10-Year Note	USD	70	Long	06/20/12		106,523
				Total		$828,800
Managers AMG FQ U.S. Equity Fund - Futures Contracts

Type	Number of Contracts	Position	Expiration         Date	Unrealized         Gain
S&P 500 E-Mini Index	2	Long	06/15/12	$3,293

At April 30, 2012, the Funds had the following foreign currency contracts (in U.S. Dollars):

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

Managers AMG FQ Global Alternatives Fund - Foreign Currency

Foreign Currency	Position	Settlement Date	Counterparty	Receivable      Amount	Payable Amount		Unrealized       Gain/ (Loss)
Australian Dollar	Long	06/20/12	GS	$37,938,596		$38,181,609		$(243,013)
Australian Dollar	Long	06/20/12	GS	4,623,233		4,554,774		68,459
British Pound	Long	06/20/12	GS	77,968,426		75,884,250		2,084,176
British Pound	Long	06/20/12	MS	90,706,474		88,082,868		2,623,606
Canadian Dollar	Long	06/20/12	GS	59,018,200		58,420,742		597,458
Canadian Dollar	Long	06/20/12	GS	21,542,672		21,604,761		(62,089)
Euro	Long	06/20/12	GS	25,543,012		25,351,230		191,782
Euro	Long	06/20/12	MS	61,552,855		61,041,968		510,887
Japanese Yen	Long	06/20/12	GS	95,508,883		93,052,642		2,456,241
New Zealand Dollar	Long	06/20/12	GS	69,458,859		68,658,128		800,731
New Zealand Dollar	Long	06/20/12	GS	4,022,577		4,028,035		(5,458)
New Zealand Dollar	Long	06/20/12	MS	16,261,371		16,104,838		156,533
Swedish Krona	Long	06/20/12	GS	87,628,462		86,611,297		1,017,165
Swedish Krona	Long	06/20/12	GS	29,750,567		30,003,483		(252,916)
Swedish Krona	Long	06/20/12	MS	21,726,368		21,478,201		248,167

18

Managers AMG Funds

Notes to Schedules of Portfolio Investments (continued)

Foreign Currency	Position	Settlement Date	Counterparty		Receivable   Amount	Payable Amount		Unrealized       Gain/ (Loss)
Swiss Franc	Long	06/20/12		GS	$17,880,417		$17,791,333		$89,084
Swiss Franc	Long	06/20/12		GS	8,235,787		8,276,036		(40,249)
Australian Dollar	Short	06/20/12		GS	34,731,300		34,991,326		(260,026)
Australian Dollar	Short	06/20/12		GS	23,728,408		23,596,959		131,449
Australian Dollar	Short	06/20/12		MS	109,449,169		108,626,731		822,438
British Pound	Short	06/20/12		GS	40,002,565		40,833,277		(830,712)
Canadian Dollar	Short	06/20/12		GS	27,733,308		28,130,002		(396,694)
Canadian Dollar	Short	06/20/12		MS	24,684,383		24,972,979		(288,596)
Euro	Short	06/20/12		GS	54,396,766		54,890,028		(493,262)
Euro	Short	06/20/12		GS	20,739,349		20,648,018		91,331
Japanese Yen	Short	06/20/12		GS	98,525,814		99,608,957		(1,083,143)
Japanese Yen	Short	06/20/12		MS	38,387,982		38,891,296		(503,314)
New Zealand Dollar	Short	06/20/12		GS	42,976,142		43,153,789		(177,647)
New Zealand Dollar	Short	06/20/12		GS	38,426,936		38,249,699		177,237
New Zealand Dollar	Short	06/20/12		MS	10,913,878		10,839,313		74,565
Swedish Krona	Short	06/20/12		GS	63,004,063		63,601,578		(597,515)
Swedish Krona	Short	06/20/12		GS	14,617,248		14,515,081		102,167
Swiss Franc	Short	06/20/12		GS	162,693,215		164,399,645		(1,706,430)
Swiss Franc	Short	06/20/12		MS	69,186,849		69,982,928		(796,079)
				Totals	$1,603,564,134		$1,599,057,801		$4,506,333

Investments Definitions and Abbreviations:
REIT:	Real Estate Investment Trust
Currency and Counterparty Abbreviations:
MS:	Morgan Stanley	GS:	Goldman Sachs Group, Inc.
AUD:	Australian Dollar	HKD:	Hong Kong Dollar
CAD:	Canadian Dollar	JPY:	Japanese Yen
EUR:	Euro	USD:	U.S. Dollar
GBP:	British Pound	OTC:	Over-the-Counter

19

Managers AMG Funds

Statements of Assets and Liabilities

April 30, 2012 (unaudited)

	FQ Tax-Managed   U.S. Equity		FQ U.S.            Equity		FQ Global   Alternatives Fund		FQ Global    Essentials Fund
Assets:
Investments at value* (including securities on loan valued at $717,476 , $1,676,819 , $0 , and $3,590,327, respectively)		$44,425,697		$51,592,469		$371,155,402		$118,178,969
Cash collateral for futures		–		77,000		–		–
Receivable for variation margin on futures contracts		–		–		4,680,172		224,627
Receivable for Fund shares sold		2,033		15,074		1,715,178		105,964
Receivable from affiliate		6,556		4,568		233,209		–
Unrealized appreciation on forward foreign currency contracts		–		–		12,243,476		–
Foreign currency holdings**		–		–		155,450		–
Dividends, interest and other receivables		18,743		40,772		46,260		38,059
Prepaid expenses		22,509		24,701		52,779		29,276
Total assets		44,475,538		51,754,584		390,281,926		118,576,895
Liabilities:
Unrealized depreciation on forward foreign currency contracts		–		–		7,737,143		–
Payable for broker collateral on forward currency contracts		–		–		8,130,000		–
Foreign currency holdings		–		–		–		920
Payable upon return of securities loaned		741,579		1,730,359		–		3,671,090
Payable for Fund shares repurchased		11,563		22,862		2,884,481		139,706
Payable for variation margin on futures contracts		–		490		1,462,446		298,303
Payable to custodian		–		1,320		12		–
Written options (premium received $56,325)		–		37,100		–		–
Accrued expenses:
Investment management and advisory fees		30,325		14,243		526,675		55,630
Shareholder servicing fees - Class A		–		–		9,729		–
Shareholder servicing fees - Investor Class		–		–		–		2,966
Shareholder servicing fees - Service Class		–		–		46,268		459
Administrative fees		–		10,174		77,452		23,179
Distribution fees - Class A		636		2,594		57,835		–
Distribution fees - Class C		2,523		471		17,524		–
Distribution fees - Investor Class		–		–		–		2,966
Custodian		8,331		8,777		36,943		6,529
Professional fees		16,788		13,395		52,912		21,386
Trustees fees and expenses		1,067		974		6,511		1,957
Other		10,988		12,593		166,156		13,610
Total liabilities		823,800		1,855,352		21,212,087		4,238,701
Net Assets		$43,651,738		$49,899,232		$369,069,839		$114,338,194
* Investments at cost		$33,378,383		$45,461,907		$352,719,955		$116,684,727
** Foreign currency at cost		–		–		$153,826		–

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

20

Managers AMG Funds

Statements of Assets and Liabilities

April 30, 2012 (continued)

	FQ Tax-Managed   U.S. Equity			FQ U.S.            Equity		FQ Global   Alternatives Fund			FQ Global     Essentials Fund
Net Assets Represent:
Paid-in capital		$58,237,090			$57,575,053		$351,545,947			$133,039,187
Undistributed net investment income (loss)		40,510			65,061		(12,661,281	)		21,026
Accumulated net realized gain (loss) from investments and foreign currency transactions		(25,673,176	)		(13,893,962)		12,990,452			(21,049,702	)
Net unrealized appreciation of investments and foreign currency translations		11,047,314			6,153,080		17,194,721			2,327,683
Net Assets		$43,651,738			$49,899,232		$369,069,839			$114,338,194
Class A Shares:
Net Assets		$3,094,775			$12,679,483		$274,154,652			n/a
Shares outstanding		201,290			1,018,686		29,929,990			n/a
Net asset value and redemption price per share		$15.37			$12.45		$9.16			n/a
Offering price per share based on a maximum sales charge of 5.75% (NAV per share/(100% - 5.75%)		$16.31			$13.21		$9.72			n/a
Class C Shares:
Net Assets		$3,119,740			$578,445		$20,716,457			n/a
Shares outstanding		209,470			46,523		2,339,128			n/a
Net asset value and redemption price per share		$14.89			$12.43		$8.86			n/a
Investor Shares:
Net Assets		n/a			n/a		n/a			$14,464,165
Shares outstanding		n/a			n/a		n/a			1,113,016
Net asset value and redemption price per share		n/a			n/a		n/a			$13.00
Service Shares:
Net Assets		n/a			n/a		$48,967,260			$2,284,512
Shares outstanding		n/a			n/a		5,306,442			175,142
Net asset value and redemption price per share		n/a			n/a		$9.23			$13.04
Institutional Class Shares:
Net Assets		$37,437,223			$36,641,304		$25,231,470			$97,589,517
Shares outstanding		2,444,030			2,931,956		2,726,706			7,470,065
Net asset value and redemption price per share		$15.32			$12.50		$9.25			$13.06

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, 2012 (unaudited)

	FQ Tax-Managed   U.S. Equity			FQ U.S.            Equity		FQ Global   Alternatives Fund			FQ Global     Essentials Fund
Investment Income:
Dividend income		$258,746			$701,428		$1,123,103			$548,558
Interest income		–			–		13,372			3,835
Securities lending fees		11,401			3,602		–			13,071
Foreign withholding tax		–			(21)		–			–
Total investment income		270,147			705,009		1,136,475			565,464
Expenses:
Investment management and advisory fees		178,852			82,845		3,499,038			315,156
Administrative fees		–			59,175		514,564			131,316
Distribution fees - Class A		3,823			15,894		394,839			–
Distribution fees - Class C		14,473			2,675		118,552			–
Distribution fees - Investor Class		–			–		–			14,800
Registration fees		24,576			21,074		67,379			21,551
Professional fees		16,350			18,093		46,095			22,603
Transfer agent		15,198			16,448		643,984			30,361
Custodian		8,368			10,569		39,543			9,261
Reports to shareholders		3,307			5,313		79,807			5,303
Trustees fees and expenses		2,011			2,119		22,339			4,291
Interest expense on futures		–			–		16,906			605
Miscellaneous		1,427			1,988		12,135			2,747
Total expenses before offsets		268,385			236,193		5,455,181			557,994
Fee waivers		–			–		(52,384	)		(7,483	)
Expense reimbursements		(41,632	)		(30,494)		(1,496,067	)		(6,863	)
Expense repayments		–			–		–			235
Expense reductions		(13	)		(15)		(140	)		(32	)
Net expenses		226,740			205,684		3,906,590			543,851
Net investment income (loss)		43,407			499,325		(2,770,115	)		21,613
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		3,158,026			981,719		5,978,005			112,111
Net realized gain (loss) on futures contracts		–			16,015		(12,301,410	)		4,418,892
Net realized gain (loss) on foreign currency transactions		–			–		16,253,759			(1,993	)
Net realized gain on written options		–			251,040		–			–
Net change in unrealized appreciation (depreciation) of investments		1,928,767			3,572,649		3,619,139			989,054
Net change in unrealized appreciation (depreciation) of futures contracts		–			(434)		(11,955,404	)		358,732
Net change in unrealized appreciation (depreciation) on foreign currency translations		–			–		(5,452,310	)		(2,325	)
Net change in unrealized appreciation (depreciation) on written options		–			19,225		–			–
Net realized and unrealized gain (loss)		5,086,793			4,840,214		(3,858,221	)		5,874,471
Net increase (decrease) in net assets resulting from operations		$5,130,200			$5,339,539		$(6,628,336	)		$5,896,084

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, 2012 (unaudited) and for the fiscal year ended October 31, 2011

	FQ Tax-Managed U.S. Equity				FQ U.S. Equity
	2012		2011		2012		2011
Increase (Decrease) in Net Assets From Operations:
Net investment income		$43,407		$43,027		$499,325		$507,605
Net realized gain on investments, futures, foreign currency contracts and transactions		3,158,026		3,749,235		1,248,774		6,941,179
Net change in unrealized appreciation (depreciation) of investments, futures and foreign currency translations		1,928,767		825,388		3,591,440		(1,622,919)
Net increase in net assets resulting from operations		5,130,200		4,617,650		5,339,539		5,825,865
Distributions to Shareholders:
From net investment income:
Class A		–		(3,644)		(205,847)		(159,399)
Class C		–		–		(2,204)		(936)
Institutional Class		(35,481)		(171,545)		(678,114)		(351,744)
Total distributions to shareholders		(35,481)		(175,189)		(886,165)		(512,079)
From Capital Share Transactions:1
Proceeds from sale of shares		1,279,695		3,331,036		2,576,800		4,445,104
Reinvestment of dividends and distributions		33,691		165,795		870,141		505,527
Cost of shares repurchased		(4,357,348)		(12,969,547)		(4,737,120)		(15,334,816)
Net decrease from capital share transactions		(3,043,962)		(9,472,716)		(1,290,179)		(10,384,185)
Total increase (decrease) in net assets		2,050,757		(5,030,255)		3,163,195		(5,070,399)
Net Assets:
Beginning of period		41,600,981		46,631,236		46,736,037		51,806,436
End of period		$43,651,738		$41,600,981		$49,899,232		$46,736,037
End of period undistributed net investment income		$40,510		$32,584		$65,061		$451,901
Share Transactions:1
Sale of shares		88,314		247,826		211,992		398,572
Reinvested shares from dividends and distributions		2,456		12,399		74,113		46,374
Shares repurchased		(304,517)		(946,051)		(403,468)		(1,346,991)
Net decrease in shares		(213,747)		(685,826)		(117,363)		(902,045)

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

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, 2012 (unaudited) and for the fiscal year ended October 31, 2011

	FQ Global Alternatives				FQ Global Essentials
	2012		2011		2012		2011
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)		$(2,770,115)		$(8,770,804)		$21,613		$567,999
Net realized gain (loss) on investments, futures, foreign currency contracts and transactions		9,930,354		(83,381,052)		4,529,010		7,085,975
Net change in unrealized appreciation (depreciation) of investments, futures and foreign currency translations		(13,788,575)		19,290,880		1,345,461		(2,608,709)
Net increase (decrease) in net assets resulting from operations		(6,628,336)		(72,860,976)		5,896,084		5,045,265
Distributions to Shareholders:
From net investment income:
Investor Class		–		–		(422,712)		(4,527,841)
Service Class		–		–		(57,632)		–
Institutional Class		–		–		(3,809,314)		–
Total distributions to shareholders		–		–		(4,289,658)		(4,527,841)
From Capital Share Transactions:1
Proceeds from sale of shares		80,458,610		453,688,645		21,332,470		18,846,211
Reinvestment of dividends and distributions		–		–		4,211,765		4,452,811
Cost of shares repurchased		(169,945,497)		(523,328,958)		(8,674,425)		(28,592,316)
Net increase (decrease) from capital share transactions		(89,486,887)		(69,640,313)		16,869,810		(5,293,294)
Total increase (decrease) in net assets		(96,115,223)		(142,501,289)		18,476,236		(4,775,870)
Net Assets:
Beginning of period		465,185,062		607,686,351		95,861,958		100,637,828
End of period		$369,069,839		$465,185,062		$114,338,194		$95,861,958
End of period net investment income (loss)		$(12,661,281)		$(9,891,166)		$21,026		$4,289,071
Share Transactions:1
Sale of shares		8,776,134		45,743,279		1,649,145		1,508,329
Reinvested shares from dividends and distributions		–		–		336,814		371,134
Shares repurchased		(18,526,591)		(55,138,398)		(673,505)		(2,313,395)
Net increase (decrease) in shares		(9,750,457)		(9,395,119)		1,312,454		(433,932)

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

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 April 30, 2012		For the fiscal year ended October 31,
Class A	(unaudited)		2011		2010		2009		2008		2007
Net Asset Value, Beginning of Period		$13.63		$12.47		$10.01		$9.99		$16.75		$13.91
Income from Investment Operations:
Net investment income (loss)		0.003,4		(0.01)3		0.023		0.09		0.10		0.02
Net realized and unrealized gain (loss) on investments		1.743		1.183		2.443		0.04		(6.81)		2.82
Total from investment operations		1.74		1.17		2.46		0.13		(6.71)		2.84
Less Distributions to Shareholders from:
Net investment income		–		(0.01)		–		(0.11)		(0.05)		–
Net Asset Value, End of Period		$15.37		$13.63		$12.47		$10.01		$9.99		$16.75
Total Return1		12.77%5		9.40%		24.58%		1.53%		(40.15)%6		20.42%
Ratio of net expenses to average net assets		1.24%7		1.24%		1.24%		1.24%		1.24%		1.24%
Ratio of net investment income (loss) to average net assets1		0.04%7		(0.07)%		0.22%		0.45%		0.67%		0.30%
Portfolio turnover		15%5		40%		81%		147%		136%		65%
Net assets at end of period (000’s omitted)		$3,095		$3,049		$4,116		$7,175		$15,334		$23,803
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.44%7		1.36%		1.44%		1.43%		1.28%		1.32%
Ratio of net investment income (loss) to average net assets		(0.16)%7		(0.19)%		0.02%		0.26%		.63%		0.22%
	For the six months ended April 30, 2012		For the fiscal year ended October 31,
Class C	(unaudited)		2011		2010		2009		2008		2007
Net Asset Value, Beginning of Period		$13.25		$12.21		$9.87		$9.82		$16.53		$13.83
Income from Investment Operations:
Net investment income (loss)		(0.05)3		(0.11)3		(0.06)3		(0.03)		(0.02)		0.004
Net realized and unrealized gain (loss) on investments		1.693		1.153		2.403		0.09		(6.69)		2.70
Total from investment operations		1.64		1.04		2.34		0.06		(6.71)		2.70
Less Distributions to Shareholders from:
Net investment income		–		–		–		(0.01)		–		–
Net Asset Value, End of Period		$14.89		$13.25		$12.21		$9.87		$9.82		$16.53
Total Return1		12.38%5		8.52%		23.71%		0.66%		(40.56)%		19.52%6
Ratio of net expenses to average net assets		1.99%7		1.99%		1.99%		1.99%		1.99%		1.99%
Ratio of net investment loss to average net assets1		(0.71)%7		(0.82)%		(0.53)%		(0.31)%		(0.09)%		(0.36)%
Portfolio turnover		15%5		40%		81%		147%		136%		65%
Net assets at end of period (000’s omitted)		$3,120		$2,811		$3,095		$4,513		$6,693		$9,490
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		2.19%7		2.11%		2.19%		2.18%		2.03%		2.07%
Ratio of net investment loss to average net assets		(0.91)%7		(0.94)%		(0.73)%		(0.50)%		(0.13)%		(0.44)%

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, 2012		For the fiscal year ended October 31,
Institutional Class	(unaudited)		2011		2010		2009		2008		2007
Net Asset Value, Beginning of Period		$13.58		$12.43		$9.98		$9.99		$16.80		$13.93
Income from Investment Operations:
Net investment income		0.023		0.023		0.053		0.07		0.13		0.06
Net realized and unrealized gain (loss) on investments		1.733		1.193		2.433		0.07		(6.87)		2.82
Total from investment operations		1.75		1.21		2.48		0.14		(6.74)		2.88
Less Distributions to Shareholders from:
Net investment income		(0.01)		(0.06)		(0.03)		(0.15)		(0.07)		(0.01)
Net Asset Value, End of Period		$15.32		$13.58		$12.43		$9.98		$9.99		$16.80
Total Return1		12.93%5		9.70%		24.92%		1.65%		(40.26)%		20.68%
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		0.29%7		0.18%		0.45%		0.69%		0.92%		0.37%
Portfolio turnover		15%5		40%		81%		147%		136%		65%
Net assets at end of period (000’s omitted)		$37,437		$35,741		$39,420		$39,366		$48,882		$95,510
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.19%7		1.11%		1.19%		1.18%		1.03%		1.07%
Ratio of net investment income to average net assets		0.09%7		0.06%		0.25%		0.50%		0.88%		0.29%

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, 2012 (unaudited)
			For the year ended October 31,
Class A			2011		2010		2009		2008		2007
Net Asset Value, Beginning of Period		$11.30		$10.29		$8.93		$8.63		$15.43		$14.88
Income from Investment Operations:
Net investment income		0.113		0.093		0.10		0.11		0.09		0.17
Net realized and unrealized gain (loss) on investments		1.233		1.013		1.37		0.32		(5.14)		2.05
Total from investment operations		1.34		1.10		1.47		0.43		(5.05)		2.22
Less Distributions to Shareholders from:
Net investment income		(0.19)		(0.09)		(0.11)		(0.13)		(0.14)		(0.16)
Net realized gain on investments		–		–		–		–		(1.61)		(1.51)
Total distributions to shareholders		(0.19)		(0.09)		(0.11)		(0.13)		(1.75)		(1.67)
Net Asset Value, End of Period		$12.45		$11.30		$10.29		$8.93		$8.63		$15.43
Total Return1		11.94%5		10.72%		16.57%		5.21%		(36.64)%		16.28%
Ratio of net expenses to average net assets		1.04%7		1.04%8		1.04%		1.04%		1.04%		1.04%
Ratio of net investment income to average net assets1		1.94%7		0.83%8		0.98%		1.35%		1.07%		0.56%
Portfolio turnover		67%5		138%		117%		151%		227%		106%
Net assets at end of period (000’s omitted)		$12,679		$12,966		$18,755		$18,588		$22,966		$21,773
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.17%7		1.13%		1.15%		1.29%		1.16%		1.08%
Ratio of net investment income to average net assets		1.81%7		0.74%		0.87%		1.10%		0.95%		0.52%
	For the six months ended April 30, 2012 (unaudited)
			For the fiscal year ended October 31,
Class C			2011		2010		2009		2008		2007
Net Asset Value, Beginning of Period		$11.20		$10.20		$8.83		$8.52		$15.27		$14.85
Income from Investment Operations:
Net investment income		0.073		0.013		0.07		0.06		0.04		0.13
Net realized and unrealized gain (loss) on investments		1.213		1.003		1.32		0.31		(5.13)		1.96
Total from investment operations		1.28		1.01		1.39		0.37		(5.09)		2.09
Less Distributions to Shareholders from:
Net investment income		(0.05)		(0.01)		(0.02)		(0.06)		(0.05)		(0.16)
Net realized gain on investments		–		–		–		–		(1.61)		(1.51)
Total distributions to shareholders		(0.05)		(0.01)		(0.02)		(0.06)		(1.66)		(1.67)
Net Asset Value, End of Period		$12.43		$11.20		$10.20		$8.83		$8.52		$15.27
Total Return1		11.44%5		9.94%		15.75%		4.42%		(37.12)%		15.35%
Ratio of net expenses to average net assets		1.79%7		1.79%8		1.79%		1.79%		1.79%		1.79%
Ratio of net investment income (loss) to average net assets1		1.19%7		0.08%8		0.24%		0.67%		0.37%		(0.13)%
Portfolio turnover		67%5		138%		117%		151%		227%		106%
Net assets at end of period (000’s omitted)		$578		$520		$742		$840		$1,158		$2,326
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.92%7		1.88%		1.90%		2.04%		1.91%		1.83%
Ratio of net investment income (loss) to average net assets		1.06%7		(0.01)%		0.13%		0.42%		0.25%		(0.17)%

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, 2012 (unaudited)
			For the fiscal year ended October 31,
Institutional Class			2011		2010		2009		2008		2007
Net Asset Value, Beginning of Period		$11.38		$10.35		$8.99		$8.68		$15.49		$14.90
Income from Investment Operations:
Net investment income		0.133		0.123		0.13		0.14		0.19		0.15
Net realized and unrealized gain (loss) on investments		1.233		1.033		1.37		0.32		(5.23)		2.11
Total from investment operations		1.36		1.15		1.50		0.46		(5.04)		2.26
Less Distributions to Shareholders from:
Net investment income		(0.24)		(0.12)		(0.14)		(0.15)		(0.16)		(0.16)
Net realized gain on investments		–		–		–		–		(1.61)		(1.51)
Total distributions to shareholders		(0.24)		(0.12)		(0.14)		(0.15)		(1.77)		(1.67)
Net Asset Value, End of Period		$12.50		$11.38		$10.35		$8.99		$8.68		$15.49
Total Return1		12.07%5		11.12%		16.75%		5.56%		(36.43)%		16.54%
Ratio of net expenses to average net assets		0.79%7		0.79%8		0.79%		0.79%		0.79%		0.79%
Ratio of net investment income to average net assets1		2.19%7		1.08%8		1.22%		1.58%		1.36%		0.96%
Portfolio turnover		67%5		138%		117%		151%		227%		106%
Net assets at end of period (000’s omitted)		$36,641		$33,250		$32,309		$31,175		$35,135		$82,915
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		0.92%7		0.88%		0.90%		1.04%		0.91%		0.83%
Ratio of net investment income to average net assets		2.06%7		0.99%		1.11%		1.33%		1.24%		0.92%

28

Managers AMG FQ Global Alternatives Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2012 (unaudited)
			For the fiscal year ended October 31,
Class A			2011		2010		2009			2008		2007
Net Asset Value, Beginning of Period		$9.30		$10.24		$9.96		$11.00			$9.94		$9.73
Income from Investment Operations:
Net investment income (loss)3		(0.06)		(0.14)		(0.14)		(0.09)			0.04		0.18
Net realized and unrealized gain (loss) on investments3		(0.08)		(0.80)		0.42		(0.27)			1.15		0.22
Total from investment operations		(0.14)		(0.94)		0.28		(0.36)			1.19		0.40
Less Distributions to Shareholders from:
Net investment income		–		–		–		(0.68)9			(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		$9.16		$9.30		$10.24		$9.96			$11.00		$9.94
Total Return1		(1.51)%5		(9.18)%6		2.81%6		(3.15)%			12.17%6		4.11%6
Ratio of net expenses to average net assets		1.92%7		1.92%10		1.91%		2.00%			2.26%		2.50%
Ratio of net investment income (loss) to average net assets1		(1.38)%7		(1.47)%10		(1.39)%		(0.88)%			0.36%		1.72%
Portfolio turnover		0%4,5		12%		17%		77%			133%		104%
Net assets at end of period (000’s omitted)		$274,155		$362,659		$518,118		$206,153			$89,232		$37,716
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		2.67%7		2.58%		2.55%		2.44%			2.45%		2.56%
Ratio of net investment income (loss) to average net assets		(2.13)%7		(2.13)%		(2.03)%		(1.32)%			0.17%		1.66%
	For the six months ended April 30, 2012 (unaudited)
			For the fiscal year ended October 31,
Class C			2011		2010		2009			2008		2007
Net Asset Value, Beginning of Period		$9.02		$9.98		$9.77		$10.81			$9.82		$9.69
Income from Investment Operations:
Net investment income (loss)3		(0.08)		(0.19)		(0.20)		(0.16)			(0.04)		0.11
Net realized and unrealized gain (loss) on investments3		(0.08)		(0.77)		0.41		(0.26)			1.13		0.21
Total from investment operations		(0.16)		(0.96)		0.21		(0.42)			1.09		0.32
Less Distributions to Shareholders from:
Net investment income		–		–		–		(0.62)9			(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		$8.86		$9.02		$9.98		$9.77			$10.81		$9.82
Total Return1		(1.77)%5		(9.62)%		2.15%		(3.86)%			11.31%6		3.30%6
Ratio of net expenses to average net assets		2.47%7		2.48%10		2.51%		2.75%			3.02%		3.25%
Ratio of net investment income (loss) to average net assets1		(1.93)%7		(2.03)%10		(2.00)%		(1.68)%			(0.38)%		1.03%
Portfolio turnover		0%4,5		12%		17%		77%			133%		104%
Net assets at end of period (000’s omitted)		$20,716		$27,611		$45,664		$30,067	��		$12,128		$7,464
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		3.22%7		3.14%		3.14%		3.19%			3.21%		3.31%
Ratio of net investment income (loss) to average net assets		(2.68)%7		(2.69)%		(2.63)%		(2.12)%			(0.57)%		0.97%

29

Managers AMG FQ Global Alternatives Fund

Financial Highlights

For a share outstanding throughout each fiscal period

Service Class	For the six months ended April 30, 2012 (unaudited)		For the fiscal year ended October 31, 2011		For the fiscal period ended October 31, 2010#
Net Asset Value, Beginning of Period		$9.36		$10.27		$9.97
Income from Investment Operations:
Net investment loss3		(0.05)		(0.11)		(0.10)
Net realized and unrealized gain (loss) on investments3		(0.08)		(0.80)		0.40
Total from investment operations		(0.13)		(0.91)		0.30
Net Asset Value, End of Period		$9.23		$9.36		$10.27
Total Return1		(1.39)%5		(8.86)%		3.01%5
Ratio of net expenses to average net assets		1.67%7		1.63%10		1.70%7
Ratio of net investment loss to average net assets1		(1.13)%7		(1.18)%10		(1.17)%7
Portfolio turnover		0%4,5		12%		17%5
Net assets at end of period (000’s omitted)		$48,967		$43,870		$18,049
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		2.42%7		2.29%		2.36%7
Ratio of net investment loss to average net assets		(1.88)%7		(1.84)%		(1.83)%7
Institutional Class	For the six months ended April, 30, 2012 (unaudited)		For the fiscal year ended October 31, 2011		For the fiscal year ended October 31, 2010#
Net Asset Value, Beginning of Period		$9.38		$10.28		$9.97
Income from Investment Operations:
Net investment loss3		(0.04)		(0.10)		(0.08)
Net realized and unrealized gain (loss) on investments3		(0.09)		(0.80)		0.39
Total from investment operations		(0.13)		(0.90)		0.31
Net Asset Value, End of Period		$9.25		$9.38		$10.28
Total Return1		(1.39)%5		(8.75)%6		3.11%5,6
Ratio of net expenses to average net assets		1.47%7		1.48%10		1.48%7
Ratio of net investment loss to average net assets1		(0.93)%7		(1.03)%10		(0.95)%7
Portfolio turnover		0%4,5		12%		17%5
Net assets at end of period (000’s omitted)		$25,231		$31,045		$25,856
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		2.22%7		2.14%		2.14%7
Ratio of net investment loss to average net assets		(1.68)%7		(1.69)%		(1.61)%7

30

Managers AMG FQ Global Essentials Fund

Financial Highlights

For a share outstanding throughout each fiscal period

Investor Class	For the six months ended April 30, 2012 (unaudited)		For the fiscal year ended October 31, 2011		For the fiscal period ended October 31, 2010*
Net Asset Value, Beginning of Period		$12.80		$12.73		$11.36
Income from Investment Operations:
Net investment income (loss)3		(0.03)		0.01		(0.07)
Net realized and unrealized gain on investments3		0.74		0.62		1.44
Total from investment operations		0.71		0.63		1.37
Less Distributions to Shareholders from:
Net investment income		(0.51)		(0.56)11		–
Net Asset Value, End of Period		$13.00		$12.80		$12.73
Total Return1		5.82%5		5.23%6		12.06%5,6
Ratio of net expenses to average net assets		1.48%7		1.47%		1.46%7
Ratio of net investment income (loss) to average net assets1		(0.45)%7		0.06%		(0.72)%7
Portfolio turnover		9%5		80%		127%5
Net assets at end of period (000’s omitted)		$14,464		$7,824		$6,517
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.50%7		1.52%		1.54%7
Ratio of net investment income (loss) to average net assets		(0.47)%7		0.01%		(0.80)%7
Service Class	For the six months ended April 30, 2012 (unaudited)		For the fiscal year ended October 31,2011		For the fiscal period ended October 31, 2010*
Net Asset Value, Beginning of Period		$12.86		$12.77		$11.36
Income from Investment Operations:
Net investment income (loss)3		(0.01)		0.03		(0.04)
Net realized and unrealized gain on investments3		0.74		0.62		1.45
Total from investment operations		0.73		0.65		1.41
Less Distributions to Shareholders from:
Net investment income		(0.55)		(0.56)11		–
Net Asset Value, End of Period		$13.04		$12.86		$12.77
Total Return1		5.86%5		5.44%		12.41%5
Ratio of net expenses to average net assets		1.11%7		1.15%		1.17%7
Ratio of net investment income (loss) to average net assets1		(0.09)%7		0.24%		(0.43)%7
Portfolio turnover		9%5		80%		127%5
Net assets at end of period (000’s omitted)		$2,285		$1,103		$217
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.13%7		1.20%		1.25%7
Ratio of net investment income (loss) to average net assets		(0.11)%7		0.19%		(0.51)%7

31

Managers AMG FQ Global Essentials Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2012 (unaudited)
			For the fiscal year ended October 31,
Institutional Class			2011		2010**		2009		2008		2007
Net Asset Value, Beginning of Period		$12.88		$12.77		$11.16		$9.82		$16.49		$14.24
Income from Investment Operations:
Net investment income (loss)		0.013		0.083		(0.01)3		0.473		0.453		0.08
Net realized and unrealized gain (loss) on investments		0.733		0.613		1.723		1.353		(6.65)3		2.31
Total from investment operations		0.74		0.69		1.71		1.82		(6.20)		2.39
Less Distributions to Shareholders from:
Net investment income		(0.56)		(0.58)11		(0.10)		(0.48)		(0.47)		(0.14)
Net Asset Value, End of Period		$13.06		$12.88		$12.77		$11.16		$9.82		$16.49
Total Return1		5.96%5		5.70%6		15.41%6,7		19.67%		(38.66)%		16.94%
Ratio of net expenses to average net assets		0.98%7		0.97%		0.97%		0.92%		0.80%		0.90%
Ratio of net investment income (loss) to average net assets1		0.10%7		0.64%		(0.09)%		4.82%		3.18%		0.52%
Portfolio turnover		9%5		80%		127%		213%		143%		123%
Net assets at end of period (000’s omitted)		$97,590		$86,935		$93,903		$80,584		$78,339		$175,105
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.00%7		1.02%		1.05%		1.17%		1.08%		1.10%
Ratio of net investment income (loss) to average net assets		0.08%7		0.59%		(0.17)%		4.57%		2.90%		0.32%

Notes to Financial Highlights (unaudited)

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

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

  * Investor Class and Service Class shares commenced operations on January 1, 2010.

** Effective January 1, 2010, existing shares of Managers AMG FQ Global Essentials Fund were reclassified and redesignated as Institutional Class shares.

 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 Per share numbers have been calculated using average shares.

 ⁴ Rounds to less than $0.01, ($0.01) or 0.00%.

 ⁵ Not annualized.

 ⁶ The total return is based on the Financial Statement Net Asset Values as shown above.

 ⁷ Annualized.

 ⁸ Excludes tax expense for the fiscal year ended October 31, 2011, of 0.01%.

 ⁹ 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.)

¹⁰  Includes interest expense for the fiscal year ended October 31, 2011 of 0.01%.

¹¹  The per share income distribution shown for the Institutional, Service, and Investor Class shares represents income derived from currency gains. (See Note 1)(d) of Notes to Financial Statements.)

32

Notes to Financial Statements

April 30, 2012 (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 consists 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”), each a “Fund” and collectively the “Funds.”

Global Essentials offers three classes of shares, Investor, Service and Institutional, while Global Alternatives offers four classes of shares, Class A, Class C, Service and Institutional, each offering varying levels of shareholder servicing and /or 12b-1 fees.

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 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 fund investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) when, for example, (1) market quotations are not readily available because a portfolio investment is not traded

in a public market or the principal market in which the investment trades is closed, (2) trading in a portfolio investment is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio investment is determined to have occurred between the time of the market quotation provided for a portfolio investment and the time as of which the Fund calculates its NAV, (4) an investment’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (the “Investment Manager”) determines that a market quotation is inaccurate. Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Investment Manager’s determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Funds calculate its NAV. A Fund’s investment in derivative instruments traded in foreign markets (including futures contracts on equity and fixed-income securities and security indexes and options on futures contracts, securities and security indexes) are priced based on the market quotation of such instruments in their respective principal markets as of the close of regular business on the NYSE. Under certain circumstances, the Investment Manager may adjust such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Fund calculates its NAV. The Funds may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices when thinly traded securities are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investment’s valuation may differ depending on the method used and the factors considered in determining value according to the Fund’s fair value procedures.

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, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty

33

Notes to Financial Statements (continued)

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, option 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)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. Transfers between different levels in the fair value hierarchy are deemed to have occurred as of the beginning of the reporting period. 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. 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. 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, 2012, 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, 2012, overdraft fees for Tax-Managed, U.S. Equity, Global Alternatives, and Global Essentials equaled $9, $24, $4 and $0 respectively.

The Trust also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., whereby earnings credits are used to offset banking charges and other out-of-pocket expenses. For the six months ended April 30, 2012, the transfer agent expense was reduced as follows: Tax-Managed – $13, U.S. Equity - $15, Global Alternatives - $140, and Global Essentials - $32.

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments each Fund may have made in the JPMorgan Liquid Assets Money Market Fund – Capital Shares. For the six months ended April 30, 2012, the management fee was reduced as follows: Global Alternatives - $52,384, or 0.02% annualized, and Global Essentials - $7,483, or 0.01% 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

34

Notes to Financial Statements (continued)

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, and 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, 2008-2011), and has concluded that no provision for federal income tax is required in the Funds’ financial statements.

Additionally, the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

New Tax Law: Regulated Investment Company Modernization Act:

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the “Act”), the Act modernizes several of the federal income and excise tax provisions related to regulated investment companies (“RIC”). Some highlights of the enacted provisions are as follows:

New post-enactment capital losses may now be carried forward for an unlimited time period. However, any new losses incurred will be required to be utilized prior to any loss carryovers incurred in pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

The Act contains simplification provisions, which are aimed at preventing disqualification of a RIC for “inadvertent” failures of the asset diversification and/or qualifying income tests. Additionally, the Act repealed the 60-day designation requirement for certain types of pass-through income and gains.

Finally, the Act contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31, or December 31, reducing the circumstances under which a RIC might be required to send shareholders amended Forms 1099 to restate previously reported distributions.

Except for the simplification provisions related to RIC qualification, the Act is effective for taxable years beginning after December 22, 2010. The Funds’ first taxable year subject to the Act will be the current year ended October 31, 2012.

   f. Capital Loss Carryovers and Deferrals

As of April 30, 2012, the following Funds had accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes as shown in the following chart. The amounts may be used to offset future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.

	Capital Loss Carryover Amount			Expires
Fund	Short-Term		Long-Term	October 31,
Tax-Managed
(Pre-Enactment)		$22,952,492	—	2017
(Pre-Enactment)		5,878,710	—	2016
		$28,831,202	—
U.S. Equity
(Pre-Enactment)		$14,976,925	—	2017
Global Essentials
(Pre-Enactment)		$19,442,096	—	2017
(Pre-Enactment)		5,312,619	—	2016
		$24,754,715	—

   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.

35

Notes to Financial Statements (continued)

For the six months ended April 30, 2012 and the fiscal year ended October 31, 2011, the capital stock transactions by class for the Funds were as follows:

	Tax-Managed							U.S. Equity
	April 30, 2012				October 31, 2011			April 30, 2012				October 31, 2011
	Shares		Amount		Shares		Amount	Shares		Amount		Shares		Amount
Class A:
Proceeds from sale of shares		8,732		$127,581		9,926	$133,378		74,958		$882,320		194,449		$2,156,701
Reinvestment of distributions		—		—		205	2,755		17,382		203,210		14,495		157,418
Cost of shares repurchased		(31,170)		(448,041)		(116,450)	(1,577,937)		(220,670)		(2,596,697)		(885,421)		(10,198,448)
Net decrease		(22,438)		$(320,460)		(106,319)	$(1,441,804)		(128,330)		$(1,511,167)		(676,477)		$(7,884,329)
Class C:
Proceeds from sale of shares		12,439		$179,415		27,555	$364,730		2,913		$34,740		7,247		$84,049
Reinvestment of distributions		—		—		—	—		171		2,034		69		748
Cost of shares repurchased		(15,086)		(210,461)		(68,969)	(915,731)		(2,994)		(33,401)		(33,680)		(381,556)
Net increase (decrease)		(2,647)		$(31,046)		(41,414)	$(551,001)		90		$3,373		(26,364)		$(296,759)
Institutional Class:
Proceeds from sale of shares		67,143		$972,699		210,345	$2,832,928		134,121		$1,659,740		196,876		$2,204,354
Reinvestment of distributions		2,456		33,691		12,194	163,040		56,560		664,897		31,810		347,361
Cost of shares repurchased		(258,261)		(3,698,846)		(760,632)	(10,475,879)		(179,804)		(2,107,022)		(427,890)		(4,754,812)
Net Increase (decrease)		(188,662)		$(2,692,456)		(538,093)	$(7,479,911)		10,877		$217,615		(199,204)		$(2,203,097)
	Global Alternatives
	April 30, 2012				October 31, 2011
	Shares		Amount		Shares		Amount
Class A:
Proceeds from sale of shares		6,018,908		$55,107,316		34,772,313	$344,907,661
Reinvestment of distributions		—		—		—	—
Cost of shares repurchased		(15,080,511)		(138,402,430)		(46,381,683)	(441,562,835)
Net decrease		(9,061,603)		$(83,295,114)		(11,609,370)	$(96,655,174)
Class C:
Proceeds from sale of shares		75,861		$669,056		906,555	$8,852,200
Reinvestment of distributions		—		—		—	—
Cost of shares repurchased		(798,769)		(7,098,947)		(2,418,624)	(22,468,584)
Net decrease		(722,908)		$(6,429,891)		(1,512,069)	$(13,616,384)
Service Class:
Proceeds from sale of shares		1,948,919		$17,936,851		5,119,566	$50,984,690
Reinvestment of distributions		—		—		—	—
Cost of shares repurchased		(1,330,147)		(12,259,701)		(2,188,777)	(20,888,185)
Net increase		618,772		$5,677,150		2,930,789	$30,096,505
Institutional Class:
Proceeds from sale of shares		732,446		$6,745,387		4,944,845	$48,944,094
Reinvestment of distributions		—		—		—	—
Cost of shares repurchased		(1,317,164)		(12,184,419)		(4,149,314)	(38,409,354)
Net increase (decrease)		(584,718)		$(5,439,032)		795,531	$10,534,740

36

Notes to Financial Statements (continued)

	Global Essentials
	April 30, 2012				October 31, 2011
	Shares		Amount		Shares		Amount
Investor Class:
Proceeds from sale of shares		593,389		$7,637,455		738,481		$9,210,561
Reinvestment of distributions		33,898		422,712		26,580		318,163
Cost of shares repurchased		(125,642)		(1,612,843)		(665,456)		(8,191,276)
Net increase		501,645		$6,447,324		99,605		$1,337,448
Service Class:
Proceeds from sale of shares		89,642		$1,158,663		68,839		$863,691
Reinvestment of distributions		4,611		57,632		838		10,058
Cost of shares repurchased		(4,932)		(63,083)		(870)		(10,696)
Net increase		89,321		$1,153,212		68,807		$863,053
Institutional Class:
Proceeds from sale of shares		966,114		$12,536,352		701,009		$8,771,959
Reinvestment of distributions		298,305		3,731,421		343,716		4,124,590
Cost of shares repurchased		(542,931)		(6,998,499)		(1,647,069)		(20,390,344)
Net increase (decrease)		721,488		$9,269,274		(602,344)		$(7,493,795)

At April 30, 2012, (unaudited) 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 - two collectively own 33%; Global Alternatives - one collectively owns 14%. Transactions by these shareholders may have a material impact on the Funds.

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.

   i. Foreign Securities

Certain Portfolios invest in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity.

Realized gains in certain countries may be subject to foreign taxes at the Fund level, at rates ranging from approximately 10% to 15%. The Fund would pay such foreign taxes on net realized gains at the appropriate rate for each jurisdiction.

   2. Agreements and Transactions with Affiliates

The Trust has entered into an investment management agreements (each, an “Investment Management Agreement”) under which the Investment Manager, a 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 a management fee to the Investment Manager at the annual rate of 0.85% of the average daily net assets of the Fund. Under the Investment Management Agreement with the Tax-Managed 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 a management fee to the Investment Manager at the annual rate of 0.35%, 1.70% and 0.60%, respectively, of the average daily net assets of the applicable 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, 2013, to waive fees and pay or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee

37

Notes to Financial Statements (continued)

waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees and distribution and service (12b-1) fees, brokerage commissions, and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Tax-Managed, U.S. Equity, Global Alternatives and Global Essentials to 0.99%, 0.79%, 1.49% and 0.99%, respectively, of each Fund’s average daily net assets.

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, 2012, each Fund’s components of reimbursement are detailed in the following charts:

	Tax-Managed		U.S. Equity		Global Alternatives		Global Essentials
Reimbursement Available - 10/31/11		$253,212		$196,154		$7,076,070		$78,389
Additional Reimbursements		41,632		30,494		1,496,067		6,863
Repayments		—		—		—		(235)
Expired Reimbursements		(49,039)		(22,362)		(308,196)		—
Reimbursement Available - 4/30/12		$245,805		$204,286		$8,263,941		$85,017

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. The Trustees’ fees and expenses are allocated among all of the funds for which the Investment Manager serves as the advisor (the “Managers Funds”) based on the relative net assets of such funds. The “Trustees fees and expenses” shown in the financial statements represents the Funds’ allocated portion of the total fees and expenses paid by the Managers Funds.

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

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

The Plan further provides for periodic payments by the Trust or MDI to brokers, dealers and other financial intermediaries for providing shareholder services and for promotional and other sales related costs. The portion of payments by the Class A, Class C or Investor Class shares of a Fund 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, 2012, the following Funds either borrowed from or lent to other Managers Funds: Tax-Managed borrowed $1,032,942 for 5 days paying interest of $125; U.S. Equity borrowed $635,329 for 5 days paying interest of $98; Global Alternatives lent varying amounts up to $10,516,590 for 12 days earning interest of $1,164; Global Essentials lent varying amounts up to $10,633,591 for 8 days earning interest of $709. The interest amounts can be found in the Statement of Operations in interest income or as miscellaneous expense.

38

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, 2012, were as follows:

	Long-Term Securities				U.S. Government Obligations
Fund	Purchases		Sales		Purchases		Sales
Tax-Managed		$6,477,317		$9,605,307		n/a		n/a
U.S. Equity		31,736,998		33,576,111		n/a		n/a
Global Alternatives		—		24,982,889		$48,095,463		$48,105,000
Global Essentials		21,309,562		4,689,309		8,998,408		9,000,000

   4. Portfolio Securities Loaned

For the six months ended April 30, 2012, Tax-Managed, U.S. Equity, and Global Essentials participated in a securities lending program offered by BNYM (the “Program”), 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. Under the terms of the Program, each Fund is indemnified for such losses by BNYM. Each 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, 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 BNYM and the Bank of New York Mellon Corporation (“BNYMC”) with respect to each Fund’s position in ICRF, pursuant to which (i) BNYMC would support the value of certain defaulted securities issued by Lehman Brothers Holdings, Inc. (the “Lehman Securities”) and held by Series B of the ICRF, and (ii) once certain conditions were met, BNYMC would purchase the defaulted securities from the Fund. On October 17, 2011, after certifying that each Fund had met all necessary conditions, BNYMC purchased the Lehman Securities from each Fund at a predetermined price, which represented a premium over the fair market value of the Lehman Securities at that date.

   5. Commitments and Contingencies

In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and

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

   6. 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 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 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 Notes to Schedule of Portfolio Investments. The derivative instruments outstanding as of the fiscal period 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 fiscal 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

For the six months ended April 30, 2012, Global Alternatives invested in 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

U.S. Equity entered into equity index futures contracts with the objective of maintaining exposure to equity stock markets while maintaining liquidity. Global Essentials and Global Alternatives

39

Notes to Financial Statements (continued)

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 contracts are closed, when they are recorded as realized gains (losses) on futures or forward currency contracts.

 10. Options

For the six months ended April 30, 2012, U.S. Equity 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, equity, interest rate and inflation risk.

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. Exchange Traded Notes

Global Essentials invests in Exchange Traded Notes (“ETNs”). ETNs are senior, unsecured, unsubordinated debt securities issued by a financial institution, listed on an exchange and traded in the secondary market. There are no periodic interest payments, and principal is not protected. The Fund could lose some or all of the amount invested. The price in the secondary market is determined by supply and demand, the current performance of the index, and the credit rating of the ETN issuer. At maturity, the issuer pays the

Fund a return linked to the performance of the market index, such as a commodity index, to which the ETN is linked, minus the issuer’s fee. ETNs are subject to the risk of a breakdown in the futures markets that they use. As a means to obtain commodity exposure, the Fund invests in ETNs linked to commodity indices. The Fund may be exposed to a wide variety of commodity sectors, including, without limitation, agriculture, livestock, base/industrial metals, oil, energy and precious metals. Commodity prices, and the value of stocks of companies exposed to commodities, can be extremely volatile and are affected by a wide range of factors.

 12. Market, Credit and Counterparty Risks

In the normal course of business, Global Alternatives and Global Essentials invests in securities and enter into transactions where risks exist due to market fluctuations and are exposed to credit risk with parties with whom it trades (issuers or counterparties). Market prices of investments held by the Funds may fall rapidly or unpredictably and will rise and fall due to changing economic, political, or market conditions or in response to events that affect particular industries or companies. The Fund may be exposed to credit or counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will default or not perform under the contract. The Fund minimizes credit risk and counterparty risk by undertaking transactions with a large number of customers and counterparties on recognized and reputable exchanges. The Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a financial derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations.

The Funds are subject to various Master Agreements, which govern the terms of certain transactions with select counterparties. These Master Agreements reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Under the Master Agreements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant master agreement with a counterparty in a given account exceeds a specified threshold, which typically ranges from zero to $250,000 depending on the counterparty and the type of Master Agreement.

International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) govern OTC financial derivative transactions entered into by the Funds and those counterparties. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral and events of default or termination. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Funds’ net assets decline by a stated percentage or the Funds fail to meet the terms of the ISDA Master Agreement, which requires accelerated settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to early terminate could be material to the financial statements.

40

Notes to Financial Statements (continued)

 13. New Accounting Pronouncements

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.

In December 2011, the FASB issued ASU No. 2011-11

“Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under IFRS. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions

eligible for offset in the statement of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is evaluating the impact of ASU 2011-11 on the financial statements and disclosures.

 14. Subsequent Events

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.

41

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Investment Manager and Administrator

Managers Investment Group LLC

800 Connecticut Avenue

Norwalk, CT 06854

(800) 835-3879

Distributor

Managers Distributors, Inc.

800 Connecticut Avenue

Norwalk, CT 06854

(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

For Managers Choice Only

Managers

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

P.O. Box 9847

Providence, Rhode Island 02940-8047

(800) 358-7668

Trustees

Jack W. Aber

Christine E. Carsman

William E. Chapman, II

Edward J. Kaier

Steven J. Paggioli

Eric Rakowski

Thomas R. Schneeweis

MANAGERSAND MANAGERSAMG 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

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

MICRO-CAP

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) 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 INCOME OPPORTUNITY

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.    

Managers PIMCO Bond Fund

Semi-Annual Report — April 30, 2012 (unaudited)

TABLE OF CONTENTS	Page
ABOUT YOUR FUND’S EXPENSES		4
FUND PERFORMANCE		5
FUND SNAPSHOTS AND SCHEDULE OF PORTFOLIO INVESTMENTS		6
NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS		19
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		29
Balance sheet, net asset value (NAV) per share computation and cumulative undistributed amounts
Statement of Operations		30
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period
Statement of Changes in Net Assets		31
Detail of changes in assets for the past two fiscal periods
FINANCIAL HIGHLIGHTS		32
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, 2012	Expense Ratio for the Period			Beginning Account Value 11/01/11		Ending Account Value 4/30/12		Expenses Paid During the Period*
Managers PIMCO Bond Fund
Based on Actual Fund Return		0.58	%		$1,000		$1,047		$2.95
Hypothetical (5% return before expenses)		0.58	%		$1,000		$1,022		$2.92

* 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 period (182), then divided by 366.

4

Fund Performance

All periods ended April 30, 2012 (unaudited)

The table below shows the average annual total returns for the period indicated for the Fund, as well as the Fund’s relative index for the same time period.

Average Annual Total Returns1	Six  Months*		One Year		Five  Years		Ten Years
Managers PIMCO Fund 2,3,4,5,6,7,8		4.70%		5.45%		7.87%		6.59%
Barclays U.S. Aggregate Bond Index®9		2.44%		7.54%		6.37%		5.71%

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.

Investors should carefully consider 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 of FINRA.

* Not annualized.

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, 2012. 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  Fixed income funds are subject to the risks associated with investments in debt securities, such as default risk and fluctuations in debtors’ perceived ability to pay its creditors. Changing interest rates may adversely affect the value of a fixed income 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 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  Market risk associated with equity securities may become more pronounced for the Fund.

⁹  The Barclays 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 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.

5

Managers PIMCO Bond Fund

Fund Snapshots

April 30, 2012 (unaudited)

Portfolio Breakdown

Category	Managers PIMCO Bond Fund**			Barclays U.S. Aggregate Bond Index®
U.S. Government and Agency Obligations		91.5	%		40.9	%
Corporate Bonds and Notes		24.9	%		20.2	%
Mortgage-Backed Securities		4.8	%		33.1	%
Municipal Bonds		4.1	%		0.0	%
Foreign Government and Agency Obligations		3.9	%		5.5	%
Asset-Backed Securities		2.0	%		0.3	%
Municipal Closed-End Bond Funds		0.5	%		0.0	%
Preferred Stocks		0.3	%		0.0	%
Bank Loan Obligations		0.1	%		0.0	%
Other Assets and Liabilities		(32.1	)%		0.0	%

** As a percentage of net assets.

Rating	Managers PIMCO Bond Fund***			Barclays U.S. Aggregate Bond Index®
U.S. Treasury & Agency		68.9	%		72.0	%
Aaa		4.6	%		4.0	%
Aa		8.9	%		3.4	%
A		8.8	%		11.2	%
Baa		4.7	%		9.4	%
Ba & lower		4.1	%		0.0	%

*** As a percentage of market value of fixed income securities. Chart does not include equity securities.

Top Ten Holdings

Security Name	% of Net Assets
FNMA, 4.000%, TBA		15.6	%
U.S. Treasury Notes, 1.000%, 03/31/17		10.7
FNMA, 5.000%, TBA*		6.4
FNMA, 4.500%, TBA*		6.2
U.S. Treasury Notes, 0.250%, 03/31/14		6.1
FNMA, 5.500%, TBA		4.5
TD Securities (USA) LLC, dated 4/30/12, due 5/02/12, 0.21%, total to be received $47,000,548, (collateralized by $47,984,597 U.S. Treasury Notes, 0.50%, 10/15/13)		3.6
FNMA, 4.500%, 01/01/23 to 05/01/41		3.2
TD Securities (USA) LLC, dated 4/30/12, due 5/01/12, 0.18%, total to be received $30,700,154, (collateralized by $31,437,508 U.S. Treasury Notes, 1.875%, 2/28/14)		2.3
FNMA, 3.500%, 09/01/25 to 03/01/41		1.9
Top Ten as a Group		60.5	%

* Top Ten Holding at October 31, 2011

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

6

Managers PIMCO Bond Fund

Schedule of Portfolio Investments

April 30, 2012 (unaudited)

	Principal Amount		Value
Asset-Backed Securities - 2.0%
Amortizing Residential Collateral Trust, Series 2002-BC4, 0.819%, 07/25/32 (05/25/12)1		$77,398		$61,629
Bear Stearns Asset-Backed Securities Trust, Series 2006-AQ1, Class 2A1, 0.319%, 10/25/36 (05/25/12)1		104,833		96,199
Citibank Omni Master Trust, Series 2009-A8, Class A8, 2.340%, 05/16/16 (05/15/12) (a)1		4,900,000		4,903,959
EMC Mortgage Loan Trust, Series 2001-A, Class A, 0.609%, 05/25/40 (05/25/12) (a)1		667,041		572,576
First NLC Trust, Series 2007-1, Class A1, 0.309%, 08/25/37 (05/25/12) (a)1		694,725		215,833
Fremont Home Loan Trust, Series 2006-E, Class 2A1, 0.299%, 01/25/37 (05/25/12)1		40,700		39,287
Long Beach Mortgage Loan Trust, Series 2004-4, Class 1A1, 0.799%, 10/25/34 (05/25/12)1		55,661		45,090
Morgan Stanley IXIS Real Estate Capital Trust, Series 2006-2, Class A1, 0.289%, 11/25/36 (05/25/12)1		11,951		3,954
Park Place Securities, Inc., Series 2005-WCW1, Class A1B, 0.499%, 09/25/35 (05/25/12)1		1,587,551		1,413,768
Securitized Asset Backed Receivables LLC,
Series 2007-HE1, Class A2A, 0.299%, 12/25/36 (05/25/12)1		474,887		106,729
Series 2007-NC2, 0.279%, 12/25/36 (05/25/12)1		245,925		215,499
Small Business Administration Participation Certificates,
Series 2003-20I, Class 1, 5.130%, 09/01/23		76,755		84,635
Series 2007-20K, Class 1, 5.510%, 11/01/27		3,449,846		3,899,697
Series 2008-10E, Class 1, 5.110%, 09/01/18		1,475,806		1,596,214
Series 2008-20I, Class 1, 5.600%, 09/01/28		7,072,867		8,097,485
Series 2009-20E, Class 1, 4.430%, 05/01/29		4,343,105		4,834,940
Structured Asset Securities Corp., Series 2002-HF1, 0.819%, 01/25/33 (05/25/12)1		52,053		43,714
Total Asset-Backed Securities (cost $25,388,944)				26,231,208
Bank Loan Obligations - 0.1%
American Governmental Financial Services Funding Co., Term Loan, 5.500%, 05/18/17 (cost $1,194,000)		1,200,000		1,139,100
Corporate Bonds and Notes - 24.9%
Financials - 18.7%
Allstate Life Global Funding Trusts, 5.375%, 04/30/13		1,600,000		1,676,201
Ally Financial, Inc.,
3.710%, 02/11/14 (05/11/12)1		1,000,000		990,530
5.500%, 02/15/17		3,300,000		3,376,223
7.500%, 12/31/13		1,500,000		1,605,000
7.500%, 09/15/20		1,100,000		1,230,625
8.300%, 02/12/15		800,000		880,000
American Express Bank FSB,
Series 2007, 0.369%, 05/29/12 (05/29/12)1		2,100,000		2,100,243
Series 2007, 0.390%, 06/12/12 (05/14/12)1		1,750,000		1,750,249
American Express Co., 7.000%, 03/19/18		900,000		1,115,297
American International Group, Inc.,
5.050%, 10/01/15		400,000		428,425
5.600%, 10/18/16		800,000		875,070
6.250%, 03/15/37		800,000		729,488
8.250%, 08/15/18		4,500,000		5,466,128
MTN, Series G, 5.850%, 01/16/18		400,000		440,995
ANZ National International, Ltd., 6.200%, 07/19/13 (a)		1,800,000		1,901,428
Australia and New Zealand Banking Group, Ltd., 2.125%, 01/10/14 (a)		2,400,000		2,435,839

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

7

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
Financials - 18.7% (continued)
Banco Santander Brasil SA, 4.500%, 04/06/15 (a)			$200,000		$201,000
Bank of America Corp.,
4.500%, 04/01/15			10,000,000		10,343,440
6.000%, 09/01/17			6,550,000		7,014,854
6.000%, 10/15/36			900,000		875,911
6.500%, 08/01/16			2,800,000		3,064,152
Bank of China (Hong Kong), Ltd., 5.550%, 02/11/20 (a)			400,000		428,605
Bank of Montreal,
1.950%, 01/30/17 (a)2			600,000		613,251
2.850%, 06/09/15 (a)			800,000		846,837
Bank of Nova Scotia,
1.650%, 10/29/15 (a)			900,000		918,302
1.950%, 01/30/17 (a)			200,000		204,775
Series YCD, 0.770%, 08/09/12 (05/09/12)1			1,200,000		1,200,704
Barclays Bank PLC,
2.375%, 01/13/14			1,000,000		1,007,253
5.450%, 09/12/12			17,300,000		17,580,416
BBVA Bancomer SA,
4.500%, 03/10/16 (a)			500,000		502,500
6.500%, 03/10/21 (a)			900,000		913,500
BPCE SA, 2.375%, 10/04/13 (a)			400,000		394,132
Braskem Finance, Ltd., 5.750%, 04/15/21 (a)			400,000		418,240
CIT Group, Inc., 5.250%, 04/01/14 (a)			300,000		310,500
Citigroup Capital XXI, 8.300%, 12/21/573			1,200,000		1,221,750
Citigroup, Inc.,
2.510%, 08/13/13 (05/14/12)1			1,100,000		1,106,240
5.300%, 10/17/12			200,000		203,974
5.500%, 08/27/12			500,000		506,955
5.500%, 10/15/14			5,800,000		6,184,267
5.625%, 08/27/12			1,300,000		1,317,714
5.850%, 07/02/13			100,000		104,337
6.000%, 08/15/17			4,200,000		4,660,312
6.125%, 05/15/18			800,000		889,141
6.125%, 08/25/36			4,200,000		4,168,584
8.125%, 07/15/39			600,000		784,226
8.500%, 05/22/19			100,000		124,419
EMTN, Class B, 3.625%, 11/30/173	EUR		3,800,000		4,329,508
Commonwealth Bank of Australia, 0.889%, 07/12/13 (07/12/12) (a)1			7,500,000		7,536,270
Credit Suisse New York, 2.200%, 01/14/14			800,000		809,114
Danske Bank A/S, 2.500%, 05/10/12 (a)			1,200,000		1,200,410
Dexia Credit Local SA, 0.946%, 04/29/14 (07/30/12) (a)1			4,100,000		3,833,152

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

8

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
Financials - 18.7% (continued)
Ford Motor Credit Co. LLC,
5.875%, 08/02/21			$300,000		$339,642
7.000%, 04/15/15			1,400,000		1,564,500
8.700%, 10/01/14			1,000,000		1,147,399
General Electric Capital Corp.,
5.500%, 09/15/67 (a)3	EUR		5,500,000		6,297,488
5.875%, 01/14/38			2,300,000		2,580,536
Goldman Sachs Group, Inc., The,
5.950%, 01/18/18			4,800,000		5,182,656
6.150%, 04/01/18			2,000,000		2,179,692
6.250%, 09/01/17			3,200,000		3,485,181
HSBC Bank PLC, 2.000%, 01/19/14 (a)4			800,000		802,446
HSBC Holdings PLC,
6.500%, 05/02/36			800,000		884,923
6.500%, 09/15/37			900,000		1,001,850
International Lease Finance Corp.,
5.750%, 05/15/16			300,000		305,425
5.875%, 05/01/13			400,000		411,000
6.375%, 03/25/13			400,000		411,500
6.750%, 09/01/16 (a)			800,000		868,000
MTN, 5.250%, 01/10/13			400,000		406,000
Intesa Sanpaolo S.p.A, 2.892%, 02/24/14 (05/24/12) (a)1			1,700,000		1,655,730
JPMorgan Chase & Co.,
3.150%, 07/05/16			5,700,000		5,913,243
6.000%, 01/15/18			1,500,000		1,735,272
EMTN, 1.067%, 09/26/13 (06/26/12)1	EUR		200,000		264,147
JPMorgan Chase Bank, NA,
0.804%, 06/13/16 (06/13/12)1			1,300,000		1,215,624
5.375%, 09/28/16	GBP		700,000		1,203,805
JPMorgan Chase Capital, 6.550%, 09/29/36			400,000		403,500
LBG Capital No.1 PLC,
8.500%, 12/29/49 (a)3,5			400,000		368,000
Series 8, 7.869%, 08/25/204	GBP		2,300,000		3,154,111
Lehman Brothers Holdings, Inc.,
0.000%, 10/22/08*,2,6			3,900,000		965,250
0.000%, 04/03/09*,2,6			800,000		198,000
0.000%, 11/16/09*,2,6			1,200,000		297,000
0.000%, 07/18/11*,2,6			1,700,000		420,750
0.000%, 01/24/13*,2,6			1,300,000		329,875
Lloyds TSB Bank PLC, 6.350%, 10/29/493,5	EUR		1,800,000		1,808,377
Merrill Lynch & Co., Inc., 6.400%, 08/28/17			3,400,000		3,679,606
MetLife, Inc., 6.400%, 12/15/36			800,000		786,571

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

9

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
Financials - 18.7% (continued)
Morgan Stanley,
6.250%, 08/28/17			$1,000,000		$1,046,460
7.300%, 05/13/19			200,000		214,963
GMTN, 3.006%, 05/14/13 (05/14/12)1			1,200,000		1,202,516
MTN, 5.950%, 12/28/17			1,800,000		1,853,176
MUFG Capital Finance, Ltd., 6.299%, 07/29/493,5	GBP		400,000		650,654
National Australia Bank, Ltd., 5.350%, 06/12/13 (a)			1,500,000		1,573,655
Nationwide Building Society, 6.250%, 02/25/20 (a)			1,800,000		1,915,810
Nordea Bank AB, 2.125%, 01/14/14 (a)			400,000		400,247
Pacific LifeCorp, 6.000%, 02/10/20 (a)			400,000		443,644
Principal Life Income Funding Trusts,
5.300%, 04/24/13			1,500,000		1,567,569
5.550%, 04/27/15			2,300,000		2,554,173
Qatari Diar Finance “Q.S.C.”, 3.500%, 07/21/15			900,000		942,750
Resona Bank, Ltd., 5.850%, 04/15/49 (a)3,5			500,000		520,736
Royal Bank of Scotland Group PLC, The,
2.625%, 05/11/12 (a)			2,500,000		2,500,015
3.950%, 09/21/15			900,000		912,704
4.875%, 08/25/14 (a)			200,000		206,496
6.990%, 10/29/49 (a)4,5			2,600,000		2,067,000
Santander SA US Debt Unipersonal, 2.991%, 10/07/13 (a)			3,700,000		3,624,494
Santander UK PLC, EMTN, 1.018%, 10/10/17 (07/10/12)1	EUR		4,100,000		4,300,696
SLM Corp.,
EMTN, Series 21, 3.125%, 09/17/12	EUR		1,100,000		1,459,611
MTN, 6.250%, 01/25/16			300,000		310,500
Springleaf Finance Corp., 4.125%, 11/29/134	EUR		3,900,000		4,684,894
State Bank of India, 4.500%, 07/27/15 (a)			2,900,000		2,994,331
State Street Capital Trust III, 5.464%, 03/15/423,5			2,000,000		2,009,040
State Street Capital Trust IV, 1.474%, 06/15/37 (06/15/12)1			300,000		224,648
Stone Street Trust, 5.902%, 12/15/15 (a)			2,800,000		2,824,870
Sumitomo Mitsui Banking Corp., 1.950%, 01/14/14 (a)			1,000,000		1,010,304
Temasek Financial I, Ltd., 4.300%, 10/25/19 (a)			900,000		1,003,664
TransCapitalInvest, Ltd., 8.700%, 08/07/18 (a)			600,000		743,250
UBS AG,
5.750%, 04/25/18			1,300,000		1,431,053
5.875%, 12/20/17			1,400,000		1,553,724
Series FRN, 1.466%, 01/28/14 (07/30/12)1			300,000		297,915
USB Capital, 3.500%, 03/29/493,5			300,000		229,056
Vnesheconombank Via VEB Finance PLC, 5.450%, 11/22/17 (a)4			400,000		420,344
Wachovia Corp.,
5.750%, 02/01/18			1,700,000		1,985,342
MTN, 0.656%, 08/01/13 (08/01/12)1			300,000		300,279
Wells Fargo & Co., Series K, 7.980%, 02/28/493,5			21,200,000		23,108,000

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

10

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Financials - 18.7% (continued)
Westpac Banking Corp., 3.585%, 08/14/14 (a)		$5,400,000		$5,709,253
Total Financials				245,885,421
Industrials - 5.7%
Altria Group, Inc., 9.700%, 11/10/18		1,200,000		1,631,498
Amgen, Inc., 6.150%, 06/01/18		4,900,000		5,949,977
AstraZeneca PLC, 5.900%, 09/15/17		800,000		963,148
AT&T, Inc.,
4.950%, 01/15/13		1,700,000		1,752,663
6.300%, 01/15/38		1,200,000		1,443,140
Caterpillar, Inc., 0.663%, 05/21/13 (05/21/12)1		4,200,000		4,214,654
Comcast Corp., 6.450%, 03/15/37		600,000		732,404
Corp Nacional del Cobre de Chile,
6.150%, 10/24/36 (a)		300,000		371,186
7.500%, 01/15/19 (a)		1,500,000		1,912,782
Gazprom OAO Via Gaz Capital SA,
6.212%, 11/22/16 (a)		400,000		438,276
8.625%, 04/28/34		5,500,000		7,076,135
Gerdau Trade, Inc., 5.750%, 01/30/21 (a)		400,000		425,600
Hewlett-Packard Co., 0.772%, 05/24/13 (05/24/12)1		4,900,000		4,888,372
International Business Machines Corp, 5.700%, 09/14/17		9,000,000		10,855,350
NGPL PipeCo LLC, 6.514%, 12/15/12 (a)4		1,800,000		1,793,848
Noble Group, Ltd., 4.875%, 08/05/15 (a)		1,000,000		1,022,500
Novatek Finance, Ltd., 5.326%, 02/03/16 (a)		400,000		418,768
Odebrecht Drilling Norbe VIII/IX, Ltd., 6.350%, 06/30/21 (a)		392,000		419,440
Peabody Energy Corp., 7.875%, 11/01/26		700,000		735,000
Petrobras International Finance Co.,
3.875%, 01/27/16		3,300,000		3,471,052
5.875%, 03/01/18		2,300,000		2,602,130
Petroleos Mexicanos, 8.000%, 05/03/19		5,100,000		6,502,500
Qtel International Finance, Ltd., 4.750%, 02/16/21 (a)		200,000		209,000
Ras Laffan Liquefied Natural Gas Co., Ltd., 5.298%, 09/30/20 (a)		755,820		819,158
Rohm & Haas Co., 6.000%, 09/15/17		1,100,000		1,284,012
Sydney Airport Finance Co., Proprietary Ltd., 5.125%, 02/22/21 (a)		300,000		309,307
Tennessee Gas Pipeline Co., 7.000%, 10/15/28		6,145,000		7,535,601
Time Warner, Inc., 5.875%, 11/15/16		1,200,000		1,413,900
UAL 2009-1 Pass Through Trust, 10.400%, 11/01/16		383,928		438,177
UnitedHealth Group, Inc., 4.875%, 02/15/13		1,600,000		1,653,526
Vale Overseas, Ltd.,
6.250%, 01/23/17		500,000		578,496
6.875%, 11/21/36		500,000		597,604
Total Industrials				74,459,204
Utilities - 0.5%
AES Corp., The, 7.375%, 07/01/21 (a)		200,000		223,500

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

11

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
Utilities - 0.5% (continued)
Enel Finance International N.V., 6.800%, 09/15/37 (a)			$1,800,000		$1,699,661
ENN Energy Holdings, Ltd., 6.000%, 05/13/21 (a)4			200,000		191,922
Entergy Corp., 3.625%, 09/15/15			2,200,000		2,246,992
Majapahit Holding, B.V., 7.750%, 01/20/20			700,000		833,000
NRG Energy Inc, 8.250%, 09/01/20			1,500,000		1,511,250
Tokyo Electric Power Co., Inc., The,
1.500%, 05/30/14	JPY		1,000,000		11,328
1.850%, 07/28/14	JPY		7,000,000		79,269
Total Utilities					6,796,922
Total Corporate Bonds and Notes (cost $313,327,585)					327,141,547
Foreign Government and Agency Obligations - 3.9%
Banco Nacional de Desenvolvimento Economico e Social Notes, 4.125%, 09/15/17	EUR		400,000		556,429
Brazil Notas do Tesouro Nacional, Series F,
Bonds, 10.000%, 01/01/21	BRL		1,100		5,749
Notes, 10.000%, 01/01/17	BRL		182,000		981,224
British Columbia Bonds, Province of,
3.250%, 12/18/21	CAD		200,000		208,353
4.300%, 06/18/42	CAD		300,000		347,397
Canada Housing Trust Bonds,
2.650%, 03/15/22	CAD		800,000		811,840
3.350%, 12/15/20	CAD		2,700,000		2,918,520
3.750%, 03/15/20	CAD		800,000		889,552
3.800%, 06/15/21	CAD		1,600,000		1,786,733
Export-Import Bank of China Notes, The, 4.875%, 07/21/15 (a)			300,000		327,626
Export-Import Bank of Korea Bonds, The, 4.000%, 01/29/21			400,000		401,542
Export-Import Bank of Korea Notes, The,
5.125%, 06/29/20			700,000		764,660
8.125%, 01/21/14			1,000,000		1,101,512
Italy Treasury Bonds, Series CPI, 2.100%, 09/15/21	EUR		1,257,750		1,383,615
Korea Development Bank Notes, The, 4.375%, 08/10/15			3,500,000		3,720,822
Korea Finance Corp. Notes, 3.250%, 09/20/16			800,000		811,774
Korea Housing Finance Corp. Notes, 4.125%, 12/15/15			500,000		529,319
Mexican Notes, 6.000%, 06/18/15	MXN		10,000,000		792,827
Ontario Bonds, Province of,
3.150%, 06/02/22	CAD		2,400,000		2,443,270
4.000%, 06/02/21	CAD		4,000,000		4,379,410
4.200%, 06/02/20	CAD		2,500,000		2,783,520
4.300%, 03/08/17	CAD		1,300,000		1,446,759
4.400%, 06/02/19	CAD		1,400,000		1,578,045
4.700%, 06/02/37	CAD		2,600,000		3,084,284
MTN, 4.600%, 06/02/39	CAD		700,000		825,452
MTN, 5.500%, 06/02/18	CAD		400,000		474,833

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

12

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
Foreign Government and Agency Obligations - 3.9% (continued)
Ontario Notes, Province of,
3.000%, 07/16/18			$400,000		$427,219
4.200%, 03/08/18	CAD		200,000		222,746
Panama Government Bonds, 7.250%, 03/15/15			200,000		232,500
Quebec Bonds, Province of,
2.750%, 08/25/21			900,000		917,066
3.500%, 07/29/20			300,000		328,014
3.500%, 12/01/22	CAD		6,900,000		7,184,493
4.250%, 12/01/21	CAD		3,700,000		4,111,744
4.500%, 12/01/16	CAD		100,000		111,864
4.500%, 12/01/17	CAD		100,000		112,771
4.500%, 12/01/20	CAD		200,000		226,717
MTN, 4.500%, 12/01/18	CAD		500,000		566,073
Russian Government Notes, 3.625%, 04/29/154			200,000		209,000
Societe Financement de L’Economie Francaise Bonds, 0.667%, 07/16/12 (07/16/12) (a)1			1,000,000		1,001,650
Total Foreign Government and Agency Obligations (cost $48,573,115)					51,006,924
Mortgage-Backed Securities - 4.8%
American Home Mortgage Investment Trust, Series 2004-4, Class 4A, 2.239%, 02/25/45 (06/25/12)1			541,772		442,387
Arran Residential Mortgages Funding PLC,
Series 2010-1A, Class A1B, 2.251%, 05/16/47 (05/16/12) (a)1	EUR		419,827		556,719
Series 2010-1A, Class A2B, 2.451%, 05/16/47 (05/16/12) (a)1	EUR		2,000,000		2,654,245
Bank of America Funding Corp., Series 2005-D, Class A1, 2.653%, 05/25/35 (06/25/12)1			742,805		744,664
Bear Stearns Adjustable Rate Mortgage Trust,
Series 2000-2, Class A, 2.954%, 11/25/30 (06/25/12)1			17,097		17,450
Series 2002-11, Class 1A1, 5.710%, 02/25/33 (06/25/12)1			36,831		36,487
Series 2003-1, Class 6A1, 2.625%, 04/25/33 (06/25/12)1			268,940		257,539
Series 2005-2, Class A1, 2.570%, 03/25/35 (06/25/12)1			8,148,823		7,926,853
Series 2005-2, Class A2, 3.078%, 03/25/35 (06/25/12)1			4,701,982		4,608,556
Series 2005-5, Class A2, 2.250%, 08/25/35 (06/25/12)1			10,724,550		9,913,098
Series 2005-12, Class 13A, 5.353%, 02/25/36 (06/25/12)1			252,342		221,071
Bear Stearns Alt-A Trust,
Series 2005-4, Class 23A1, 2.817%, 05/25/35 (06/25/12)1			1,331,284		1,055,592
Series 2005-7, Class 22A1, 2.824%, 09/25/35 (06/25/12)1			645,800		443,183
Bear Stearns Commercial Mortgage Securities, Series 2007-PW18, Class A4, 5.700%, 06/11/50			2,800,000		3,235,963
Citigroup Mortgage Loan Trust, Inc.,
Series 2005-6, Class A1, 2.230%, 08/25/35 (06/25/12)1			5,895,757		5,476,642
Series 2005-11, Class A2A, 2.580%, 10/25/35 (06/25/12)1			331,342		296,490
Countrywide Alternative Loan Trust, Series 2007-OA7, Class A1A, 0.419%, 05/25/47 (05/25/12)1			1,261,144		746,945
Countrywide Home Loan Mortgage Pass Through Trust, Series 2005-HYB9, Class 3A2A, 2.595%, 02/20/36 (06/20/12)1			376,550		278,492
European Loan Conduit, Series 25X, Class A, 1.207%, 05/15/19 (05/15/12)1	EUR		105,511		119,414

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

13

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
Mortgage-Backed Securities - 4.8% (continued)
Greenpoint Mortgage Funding Trust,
Series 2006-AR6, Class A1A, 0.319%, 10/25/46 (05/25/12)1			$70,708		$69,301
Series 2006-AR8, Class 1A1A, 0.319%, 01/25/47 (05/25/12)1			60,148		58,636
GS Mortgage Securities Corp., Series 2007-EOP, Class A1, 1.103%, 03/06/20 (05/07/12) (a)1			1,974,690		1,965,394
GSR Mortgage Loan Trust, Series 2005-AR7, Class 6A1, 5.133%, 11/25/35 (06/25/12)1			1,105,695		1,061,930
IndyMac Index Mortgage Loan Trust, Series 2005-AR31, Class 1A1, 2.451%, 01/25/36 (06/25/12)1			1,479,681		916,558
JPMorgan Chase Commercial Mortgage Securities Corp.,
Series 2006-LDP9, Class A3, 5.336%, 05/15/47			2,100,000		2,322,303
Series 2010-C2, Class A3, 4.070%, 11/15/43 (a)			2,000,000		2,175,015
JPMorgan Mortgage Trust, Series 2005-A1, Class 6T1, 5.003%, 02/25/35 (06/25/12)1			454,098		453,399
Merrill Lynch Mortgage Investors, Inc., Series 2005-A10, Class A, 0.449%, 02/25/36 (05/25/12)1			804,351		584,342
MLCC Mortgage Investors, Inc., Series 2005-3, Class 4A, 0.489%, 11/25/35 (05/25/12)1			165,951		137,382
Morgan Stanley Capital I, Series 2007-IQ16, Class A4, 5.809%, 12/12/49			3,000,000		3,475,623
Opera Finance PLC, Series CSC3, Class A, 1.243%, 04/25/17 (01/25/12)1	GBP		2,144,879		3,228,562
Prime Mortgage Trust,
Series 2004-CL1, Class 1A2, 0.639%, 02/25/34 (05/25/12)1			146,407		132,525
Series 2004-CL1, Class 2A2, 0.639%, 02/25/19 (05/25/12)1			10,272		10,047
Structured Asset Mortgage Investments, Inc.,
Series 2002-AR3, Class A1, 0.900%, 09/19/32 (05/19/12)1			351,341		320,805
Series 2005-AR5, Class A2, 0.490%, 07/19/35 (05/19/12)1			859,736		741,206
Structured Asset Securities Corp.,
Series 2001-21A, Class 1A1, 2.396%, 01/25/32 (06/25/12)1			17,988		13,228
Series 2006-11, Class A1, 2.772%, 10/25/35 (06/28/12) (a)1			611,341		481,242
Wachovia Bank Commercial Mortgage Trust,
Series 2006-WL7A, Class A1, 0.330%, 09/15/21 (05/15/12) (a)1			3,122,656		3,022,435
Series 2007-WHL8, Class, 0.320%, 09/15/21 (05/15/12) (a)1			2,002,419		1,858,235
WaMu Mortgage Pass Through Certificates,
Series 2002-AR17, Class 1A, 1.358%, 11/25/42 (06/25/12)1			135,963		118,276
Series 2005-AR13, Class A1A1, 0.529%, 10/25/45 (05/25/12)1			291,131		233,678
Washington Mutual Mortgage Pass-Through, Series 2002-AR1, Class, 1.954%, 02/25/31 (06/25/12)1			3,350		3,244
Wells Fargo Mortgage Backed Securities Trust, Series 2006-AR2, Class 2A1, 2.628%, 03/25/363			1,502,194		1,325,337
Total Mortgage-Backed Securities (cost $66,030,855)					63,740,493
Municipal Bonds - 4.1%
American Municipal Power, Inc., Combined Hydroelectric Projects Revenue, Taxable Build America, Series 2010 B, 8.084%, 02/15/50			1,000,000		1,409,770
Buckeye Tobacco Settlement Financing Authority, Tobacco Settlement Asset-Backed Bonds, Series 2007 A-2, 5.875%, 06/01/30			1,000,000		805,130
California Infrastructure & Economic Development Bank Revenue, UCSF Neurosciences Building 19A, Taxable Build America, Series 2010 B, 6.486%, 05/15/49			1,000,000		1,207,030
California State General Obligation, 5.650%, 04/01/393			1,200,000		1,255,764
California State General Obligation, 7.500%, 04/01/34			1,300,000		1,666,015
California State General Obligation, 7.550%, 04/01/39			1,300,000		1,703,117
California State General Obligation, 7.600%, 11/01/40			1,000,000		1,325,330

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

14

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Municipal Bonds - 4.1% (continued)
California State General Obligation, 7.950%, 03/01/36		$1,100,000		$1,295,470
California State University Systemwide Revenue, Series 2009 A, 5.250%, 11/01/38		500,000		546,410
California State University Systemwide Revenue, Taxable Build America, Series 2010 B, 6.434%, 11/01/30		700,000		820,022
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		1,166,630
Chicago, IL Transit Authority Sales Tax Receipts Revenue, Series 2016, 5.250%, 12/01/36		2,200,000		2,444,706
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Pension Funding, Series 2008 A, 6.300%, 12/01/21		100,000		112,564
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Pension Funding, Series 2008 A, 6.899%, 12/01/40		1,600,000		1,956,736
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Retiree Health Care, Series 2008 B, 6.300%, 12/01/21		200,000		225,128
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Retiree Health Care, Series 2008 B, 6.899%, 12/01/40		1,700,000		2,079,032
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Taxable Build America, Series 2010 B, 6.200%, 12/01/40		1,000,000		1,151,420
Clark County, NV Airport Revenue, Taxable Direct Payment Build America, Series C, 6.820%, 07/01/45		800,000		1,083,256
Illinois Municipal Electric Agency Power Supply System Revenue, Series C, 6.832%, 02/01/35		800,000		968,976
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		248,478
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		385,440
Los Angeles, CA Unified School District General Obligation, Series A-1, 4.500%, 07/01/22 (AGM Insured)7		3,600,000		3,981,420
Los Angeles, CA Unified School District General Obligation, Taxable Build America, Series 2010 RY, 6.758%, 07/01/34		4,000,000		5,159,920
Los Angeles, CA Wastewater System Revenue, Series 2010 A, 5.713%, 06/01/39		1,000,000		1,194,200
New Jersey State Turnpike Authority Revenue, Series 2010 A, 7.102%, 01/01/41		800,000		1,120,360
New York City Municipal Finance Authority Revenue, Water and Sewer System General Resolution, Taxable Bond America, Series 2010 GG, 5.724%, 06/15/42		5,000,000		6,325,400
New York City Municipal Finance Authority Revenue, Water and Sewer System Second General Resolution, Taxable Bond America, Series 2011 CC, 5.882%, 06/15/44		1,100,000		1,427,349
New York City Municipal Finance Authority Revenue, Water and Sewer System Second General Resolution, Taxable Bond America, Series 2011 CC, 6.282%, 06/15/42		1,100,000		1,257,245
New York Liberty Development Corp., Liberty Revenue, 4 World Trade Center Project, 5.750%, 11/15/51		1,100,000		1,244,793
North Carolina Turnpike Authority State Annual Appropriation Revenue, Triangle Expressway System, Taxable Build America, Series 2009 B, 6.700%, 01/01/39		900,000		1,025,568
Public Power Generation Agency Revenue, Whelan Energy Center Unit 2, Taxable Build America, Series 2009 A, 7.242%, 01/01/41		1,200,000		1,398,084
San Francisco Bay Area Toll Authority Subordinate Toll Bridge Revenue, Series 2010 S-1, 7.043%, 04/01/50		900,000		1,232,964
Texas State Transportation Commission Mobility Fund, Series 2005 A, 4.750%, 04/01/35		700,000		749,847
Truckee Meadows Water Authority Revenue, Series 2005 A, 5.000%, 07/01/36 (NATL-RE)7		200,000		206,894
University of California General Revenue, Taxable Build America, Series 2009 R, 6.270%, 05/15/31		2,500,000		2,836,700
University of California Medical Center Regents Revenue, Series 2010 H, 6.548%, 05/15/48		300,000		384,162
University of California Medical Center Regents Revenue, Series 2010 H, 6.398%, 05/15/31		200,000		242,098
Total Municipal Bonds (cost $44,422,846)				53,643,428

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

15

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Municipal Closed-End Bond Funds - 0.5%
Dreyfus Municipal Income, Inc.		37,500		$382,125
DWS Municipal Income Trust		55,000		759,550
Invesco Van Kampen Advantage Municipal Income Trust II		61,796		811,381
Invesco Van Kampen Trust for Investment Grade Municipals		55,000		851,950
MFS Municipal Income Trust		53,800		407,266
Nuveen Performance Plus Municipal Fund		55,000		861,850
Nuveen Premium Income Municipal Fund II4		55,000		828,850
Nuveen Premium Income Municipal Fund IV		55,000		759,000
Nuveen Quality Income Municipal Fund4		55,000		840,400
Total Municipal Closed-End Bond Funds (cost $6,147,228)				6,502,372
Preferred Stocks - 0.3%
DG Funding Trust, 0.999% (Financials) (a)2 (cost $6,037,773)		573		4,285,508
	Principal Amount
U.S. Government and Agency Obligations - 91.5%
Federal Home Loan Mortgage Corporation - 8.1%
FHLMC, 0.390%, 07/15/19 to 08/15/19 (05/15/12)1		$2,790,019		2,787,792
FHLMC, 0.540%, 05/15/36 (05/15/12)1		999,530		999,683
FHLMC, 0.740%, 09/15/30 (05/15/12)1		34,955		35,162
FHLMC, 1.000%, 03/08/174		7,600,000		7,603,116
FHLMC, 2.000%, 08/25/16		5,000,000		5,245,115
FHLMC, 2.375%, 01/13/22		900,000		907,388
FHLMC, 2.500%, 05/27/16		1,200,000		1,282,210
FHLMC, 2.606%, 07/01/30 (07/15/12)1		2,334		2,397
FHLMC, 2.698%, 11/01/34 (07/15/12)1		1,526,496		1,635,285
FHLMC, 3.750%, 03/27/194		1,000,000		1,145,129
FHLMC, 5.000%, 02/16/17		2,000,000		2,376,984
FHLMC, 5.075%, 08/01/35 (07/15/12)1		108,654		117,180
FHLMC, 5.250%, 04/18/16		2,700,000		3,175,057
FHLMC, 5.500%, 07/18/16 to 07/01/38		3,932,626		4,480,171
FHLMC, 6.500%, 08/15/31		4,600,111		5,235,577
FHLMC, 7.000%, 11/15/20		15,649		16,959
FHLMC, 7.500%, 08/15/30		232,500		277,607
FHLMC Gold Pool, 4.000%, TBA		20,000,000		21,103,126
FHLMC Gold Pool, 4.500%, 06/01/40 to 07/01/40		6,102,083		6,522,810
FHLMC Gold Pool, 4.500%, TBA		1,000,000		1,066,563
FHLMC Gold Pool, 5.500%, 11/01/26 to 05/01/40		19,949,165		21,768,638
FHLMC Gold Pool, 6.000%, 02/01/16 to 02/01/38		16,748,878		18,506,562
FHLMC Gold Pool, 6.500%, 01/01/26		15,904		18,211
FHLMC Structured Pass Through Securities, 1.369%, 02/25/45 (06/25/12)1		137,761		133,006
Total Federal Home Loan Mortgage Corporation				106,441,728
Federal National Mortgage Association - 47.3%
FNMA, 0.299%, 12/25/36 (05/25/12)1		363,903		361,015

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

16

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Federal National Mortgage Association - 47.3% (continued)
FNMA, 0.375%, 03/16/15		$2,400,000		$2,393,839
FNMA, 0.549%, 04/25/37 (05/25/12)1		811,488		811,607
FNMA, 0.689%, 09/25/35 (05/25/12)1		1,545,810		1,548,565
FNMA, 1.250%, 01/30/17		4,800,000		4,864,234
FNMA, 1.369%, 07/01/44 (06/25/12)1		178,244		180,021
FNMA, 2.318%, 09/01/35 (06/25/12)1		1,087,040		1,155,147
FNMA, 2.546%, 05/25/35 (06/25/12)1		176,095		183,907
FNMA, 2.593%, 06/01/35 (06/25/12)1		2,409,893		2,551,804
FNMA, 3.000%, TBA		20,000,000		20,875,000
FNMA, 3.330%, 11/01/21		99,320		106,863
FNMA, 3.500%, 09/01/25 to 03/01/41		23,439,340		24,395,389
FNMA, 3.500%, TBA		12,000,000		12,521,563
FNMA, 3.610%, 05/01/36 (06/25/12)1		1,044,773		1,065,761
FNMA, 3.967%, 05/01/36 (06/25/12)1		544,317		579,916
FNMA, 4.000%, 04/01/24 to 02/01/42		21,276,490		22,570,691
FNMA, 4.000%, TBA		194,000,000		205,285,539
FNMA, 4.500%, 01/01/23 to 05/01/41		39,554,177		42,459,199
FNMA, 4.500%, TBA		76,000,000		81,391,250
FNMA, 5.000%, 02/13/17 to 03/01/35		5,732,552		6,442,228
FNMA, 5.000%, TBA		77,000,000		83,551,113
FNMA, 5.025%, 05/01/35 (06/25/12)1		157,577		168,957
FNMA, 5.375%, 07/15/16 to 06/12/17		3,800,000		4,551,083
FNMA, 5.500%, 04/01/34 to 09/01/38		9,052,181		9,960,095
FNMA, 5.500%, TBA		54,000,000		59,029,076
FNMA, 6.000%, 05/01/17 to 01/01/39		20,454,668		22,670,615
FNMA, 6.000%, TBA		6,900,000		7,628,815
FNMA, 6.500%, 11/01/35		213,189		242,082
FNMA, 7.200%, 05/25/23		472,642		540,687
FNMA Whole Loan, 6.259%, 12/25/423		255,852		293,464
Total Federal National Mortgage Association				620,379,525
Government National Mortgage Association - 0.4%
GNMA, 1.625%, 08/20/25 to 11/20/29 (06/20/12)1		280,272		290,272
GNMA, 2.375%, 04/20/21 to 03/20/24 (06/20/12)1		34,288		35,605
GNMA, 3.500%, 11/15/40 to 11/20/40		909,982		959,882
GNMA, 6.500%, 06/20/28		585,691		651,344
GNMA, 6.750%, 10/16/403		2,986,151		3,461,957
Total Government National Mortgage Association				5,399,060
U.S. Government Obligations - 35.7%
U.S. Treasury Inflation Indexed Bonds, 2.125%, 02/15/408,9		17,377,140		23,825,692
U.S. Treasury Inflation Indexed Bonds, 3.625%, 04/15/28		2,251,808		3,426,619
U.S. Treasury Inflation Indexed Notes, 0.125%, 04/15/16		412,504		437,512
U.S. Treasury Inflation Indexed Notes, 0.625%, 07/15/21		7,877,688		8,704,845
U.S. Treasury Inflation Indexed Notes, 1.125%, 01/15/21		11,446,380		13,138,304

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

17

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)

		Principal Amount		Value
U.S. Government Obligations - 35.7% (continued)
U.S. Treasury Inflation Protected Securities, 1.750%, 01/15/28			$651,936		$804,734
U.S. Treasury Inflation Protected Securities, 2.000%, 01/15/26			8,716,288		11,011,121
U.S. Treasury Inflation Protected Securities, 2.375%, 01/15/25 to 01/15/27			17,674,532		23,327,108
U.S. Treasury Inflation Protected Securities, 2.500%, 01/15/29			3,604,748		4,920,762
U.S. Treasury Inflation Protected Securities, 3.875%, 04/15/29			1,938,538		3,084,396
U.S. Treasury Notes, 0.250%, 03/31/14			80,600,000		80,603,143
U.S. Treasury Notes, 0.375%, 04/15/15			3,800,000		3,800,296
U.S. Treasury Notes, 0.875%, 12/31/16 to 04/30/178			150,800,000		151,588,754
U.S. Treasury Notes, 1.000%, 03/31/178,9			138,500,000		139,906,606
Total U.S. Government Obligations					468,579,892
Total U.S. Government and Agency Obligations (cost $1,182,383,184)					1,200,800,205
Short-Term Investments - 9.6%
Certificates of Deposit - 0.1%
Itau Unibanco SA, 0.280%, 05/09/1210			1,100,000		1,099,923
Japan Treasury Bills - 1.1%
Japan Treasury Bills, Series 276, 0.104%, 07/30/1210	JPY		1,150,000,000		14,400,351
Repurchase Agreements - 7.1%
Barclays Capital, Inc., dated 4/30/12, due 5/01/12, 0.20%, total to be received $15,600,087, (collateralized by $15,914,759 U.S. Treasury Notes, 0.25%, 4/30/14)			15,600,000		15,600,000
TD Securities (USA) LLC, dated 4/30/12, due 5/01/12, 0.18%, total to be received $30,700,154, (collateralized by $31,437,508 U.S. Treasury Notes, 1.875%, 2/28/14)			30,700,000		30,700,000
TD Securities (USA) LLC, dated 4/30/12, due 5/02/12, 0.21%, total to be received $47,000,548, (collateralized by $47,984,597 U.S. Treasury Notes, 0.50%, 10/15/13)			47,000,000		47,000,000
Total Repurchase Agreements					93,300,000
		Shares
Other Investment Companies - 1.3%11
BNY Mellon Overnight Government Fund, 0.14%12			15,499,529		15,499,529
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%			1,417,151		1,417,151
Total Other Investment Companies					16,916,680
Total Short-Term Investments (cost $125,458,792)					125,716,954
Total Investments - 141.7% (cost $1,818,964,322)					1,860,207,739
Other Assets, less Liabilities - (41.7)%					(547,267,350	)
Net Assets - 100.0%					$1,312,940,389

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

18

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (unaudited)

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

Based on the approximate cost of investments of $1,820,676,373 for Federal income tax purposes at April 30, 2012, the aggregate gross unrealized appreciation and depreciation were $57,249,591 and $17,660,667, respectively, resulting in net unrealized appreciation of investments of $39,588,924.

   * Non-income producing security.

(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, 2012, the value of these securities amounted to $94,883,903, or 7.2% of net assets.

   ¹ Floating Rate Security. The rate listed is as of April 30, 2012. Date in parentheses represents the security’s next coupon rate reset.

   ² 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, 2012, the value of these securities amounted to $613,251, or less than 0.1% of net assets.

   ³ Variable Rate Security. The rate listed is as of April 30, 2012, and is periodically reset subject to terms and conditions set forth in the debenture.

   ⁴ Some or all of these securities, amounting to a market value of $14,754,895, or 1.1% of net assets, were out on loan to various brokers.

   ⁵ Perpetuity Bond. The date shown is the final call date.

   ⁶ 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.

   ⁷ Securities in the portfolio backed by insurance of financial institutions and financial guaranty assurance agencies amounted to $4,188,314, or 0.3% of net assets.

   ⁸ Collateral segregated with brokers for swap contracts, amounting to a market value of $2,626,403, or 0.2% of net assets.

   ⁹ Some or all of this security is held as collateral for futures contracts, amounting to a market value of $87,435, or less than 0.1% of net assets.

  ¹⁰ Represents yield to maturity at April 30, 2012.

  ¹¹ Yield shown represents the April 30, 2012, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

  ¹² Collateral received from brokers for securities lending was invested in this short-term investment.

Investments Definitions and Abbreviations:

AGM:	Assured Guaranty Municipal Corp.
EMTN:	European Medium Term Note
FHLMC:	Federal Home Loan Mortgage Corp.
FNMA:	Federal National Mortgage Corp.
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.
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.

19

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

The following tables summarize the inputs used to value the Fund’s net assets by the above fair value hierarchy levels as of April 30, 2012: (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
Investments in Securities
Asset-Backed Securities		—		$26,231,208			—		$26,231,208
Bank Loan Obligations		—		1,139,100			—		1,139,100
Corporate Bonds and Notes†		—		327,141,547			—		327,141,547
Foreign Government and Agency Obligations		—		51,006,924			—		51,006,924
Mortgage-Backed Securities		—		63,740,493			—		63,740,493
Municipal Bonds		—		53,643,428			—		53,643,428
Municipal Closed-End Bond Funds		$6,502,372		—			—		6,502,372
Preferred Stocks		—		4,285,508			—		4,285,508
U.S. Government and Agency Obligations†		—		1,200,800,205			—		1,200,800,205
Short-Term Investments
Certificates of Deposit		—		1,099,923			—		1,099,923
Japan Treasury Bills		—		14,400,351			—		14,400,351
Repurchase Agreements		—		93,300,000			—		93,300,000
Other Investment Companies		16,916,680		—			—		16,916,680
Total Investments in Securities		$23,419,052		$1,836,788,687			—		$1,860,207,739
TBA Sale Commitments		—		$(1,074,063)			—		$(1,074,063)
Financial Derivative Instruments-Assets††
Credit Contracts		—		$2,032,997			—		$2,032,997
Foreign Exchange Contracts		—		1,692,326			—		1,692,326
Interest Rate Contracts		$158,491		4,730,340			—		4,888,831
		158,491		8,455,663			—		8,614,154
Financial Derivative Instruments-Liabilities††
Credit Contracts		—		(573,962	)		—		(573,962	)
Foreign Exchange Contracts		—		(2,715,495	)		—		(2,715,495	)
Interest Rate Contracts		—		(9,073	)		—		(9,073	)
		—		(3,298,530	)		—		(3,298,530	)
Total Financial Derivative Instruments		$158,491		$5,157,133			—		$5,315,624

† All corporate bonds and notes and U.S. government and agency obligations held in the Fund are level 2 securities. For a detailed breakout of the corporate bonds and notes and U.S. government and agency obligations by major industry or agency classification, please refer to the Schedule of Portfolio Investments.

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

As of April 30, 2012, 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.

20

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

The following schedule is the fair value of derivative instruments at April 30, 2012:

	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 swaps		$2,032,997	Unrealized depreciation on swaps		$573,962
Interest rate contracts	Unrealized appreciation on swaps		125,353	Unrealized depreciation on swaps		1,129
Interest rate contracts	—		—	Options written		672,215
Interest rate contracts	Variation margin receivable*		5,506	Variation margin payable*		—
Foreign exchange contracts	Unrealized appreciation on foreign     currency contracts		1,692,326	Unrealized depreciation on foreign     currency contracts		2,715,495
	Totals		$3,856,182			$3,962,801

* Includes only the April 30, 2012 futures variation margin. Prior futures 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, 2012, 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			—		—		—		$(1,095,629)		$(1,095,629)
Foreign exchange contracts			—		$819,600		—		—		819,600
Interest rate contracts			$4,379,860		—		$727,863		11,191,525		16,299,248
	Totals		$4,379,860		$819,600		$727,863		$10,095,896		$16,023,219

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			—		—		$(28,368)		$2,051,183			$2,022,815
Equity contracts			—		—		12,630		—			12,630
Foreign exchange contracts			—		$3,312,523		—		—			3,312,523
Interest rate contracts			$(5,095,349)		—		1,708,938		(6,110,709	)		(9,497,120	)
	Totals		$(5,095,349)		$3,312,523		$1,693,200		$(4,059,526)			$(4,149,152)

At April 30, 2012, the Fund had the following TBA sale commitments:

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

Principal Amount	Security	Current Liability
$1,000,000	FNMA, 4.500%, 5/17/20	$1,074,063

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

21

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

At April 30, 2012, 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	71	Long		03/17/14	$61,172
U.S. Treasury 5-Year Note	91	Long		06/29/12	97,319
				Total	$158,491

At April 30, 2012, 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-OIS-USD-FEDERAL FUNDS RATE	1.50%	BOA	03/18/16	USD		6,600,000		$162			$6,587
Pay	1-Year-OIS-USD-FEDERAL FUNDS RATE	2.75%	BRC	06/20/42	USD		6,700,000		183,338			(450	)
Pay	1-Year-OIS-USD-FEDERAL FUNDS RATE	2.75%	MSC	06/20/42	USD		10,100,000		126,250			(679	)
Pay	28-Day MXN TIIE	5.60%	BRC	09/06/16	MXN		61,600,000		25,717			21,677
Pay	28-Day MXN TIIE	6.35%	MSC	06/02/21	MXN		4,000,000		871			785
Pay	6-Month AUD-BBR-BBSW	5.00%	CITI	06/15/17	AUD		700,000		4,653			24,627
Pay	6-Month AUD-BBR-BBSW	5.00%	DUB	06/15/17	AUD		400,000		2,780			13,951
Pay	6-Month AUD-BBR-BBSW	5.00%	RBS	12/15/17	AUD		700,000		4,922			24,358
Receive	1-YEAR-OIS-USD-FEDERAL FUNDS RATE	1.50%	BOA	03/18/16	USD		17,500,000		(891	)		17,464
Receive	6-Month AUD-BBR-BBSW	4.25%	BRC	06/15/17	AUD		400,000		(364	)		3,107
Receive	6-Month AUD-BBR-BBSW	4.25%	CITI	06/15/17	AUD		500,000		(2,291	)		5,720
Receive	6-Month AUD-BBR-BBSW	4.25%	DUB	06/15/17	AUD		800,000		(1,591	)		7,077
							Totals		$343,556			$124,224

Pay/Receive   Floating Rate

Reference Entity

Fixed Rate

Counterparty

Maturity

Rating††

Currency

Notional Amount

Net Premiums Paid/(Received)

Unrealized Gain/(Loss)

Credit Default Swaps-Sell Protection †

Pay

CDX.EM.12 Index

5.00%

DUB

12/20/14

N/A

USD

$1,000,000

$52,303

$30,979

Pay

CDX.EM.13 Index

5.00%

BRC

06/20/15

N/A

USD

2,700,000

133,668

121,212

Pay

CDX.EM.13 Index

5.00%

CS

06/20/15

N/A

USD

1,000,000

71,724

22,815

Pay

CDX.EM.13 Index

5.00%

DUB

06/20/15

N/A

USD

5,800,000

449,103

99,222

Pay

CDX.EM.13 Index

5.00%

JPM

06/20/15

N/A

USD

4,600,000

341,837

93,041

Pay

CDX.EM.14 Index

5.00%

BRC

12/20/15

N/A

USD

300,000

16,600

14,185

Pay

China Government

1.00%

CITI

06/20/16

AA-

USD

1,900,000

16,786

(7,487

)

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

22

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Pay/Receive   Floating Rate	Reference Entity	Fixed Rate	Counterparty	Maturity	Rating††	Currency	Notional Amount		Net Premiums Paid/(Received)			Unrealized Gain/(Loss)
Pay	China Government	1.00%	DUB	06/20/16	AA-	USD		$500,000		$3,932			$(1,485)
Pay	China Government	1.00%	DUB	09/20/16	AA-	USD		400,000		1,850			(936	)
Pay	China Government	1.00%	GS	09/20/16	AA-	USD		100,000		458			(229	)
Pay	China Government	1.00%	JPM	09/20/16	AA-	USD		500,000		2,240			(1,098	)
Pay	China Government	1.00%	JPM	09/20/16	AA-	USD		300,000		1,241			(589	)
Pay	China Government	1.00%	JRC	06/20/16	AA-	USD		800,000		7,083			(3,168	)
Pay	China Government	1.00%	MSC	09/20/16	AA-	USD		100,000		458			(196	)
Pay	China Government	1.00%	RBS	06/20/15	AA-	USD		1,900,000		19,486			649
Pay	China Government	1.00%	RBS	06/20/16	AA-	USD		700,000		6,059			(2,633	)
Pay	Japan Government	1.00%	JPM	03/20/16	AA-	USD		1,000,000		6,593			4,753
Pay	Republic of Korea	1.00%	DUB	06/20/16	A	USD		400,000		155			230
Pay	Republic of Korea	1.00%	DUB	06/20/16	A	USD		300,000		175			114
Pay	United Kingdom Gilt	1.00%	CITI	12/20/16	AAA	USD		6,500,000		22,901			112,953
Pay	United Kingdom Gilt	1.00%	DUB	03/20/16	AAA	USD		400,000		5,863			3,330
Pay	United Kingdom Gilt	1.00%	GS	12/20/16	AAA	USD		4,300,000		11,353			78,520
Pay	United Kingdom Gilt	1.00%	JPM	03/20/15	AAA	USD		400,000		964			7,910
Pay	United Kingdom Gilt	1.00%	JPM	03/20/15	AAA	USD		300,000		803			5,853
Pay	United Kingdom Gilt	1.00%	JPM	06/20/15	AAA	USD		3,900,000		27,301			63,839
Pay	United Kingdom Gilt	1.00%	JPM	12/20/15	AAA	USD		1,000,000		16,306			6,823
Pay	United Kingdom Gilt	1.00%	MSC	06/20/16	AAA	USD		1,800,000		25,657			15,547
Pay	United Kingdom Gilt	1.00%	UBS	06/20/16	AAA	USD		900,000		12,829			7,773
Receive	Arcelormittal	1.00%	CS	06/20/16	BBB-	USD		500,000		(20,264	)		(46,055	)
Receive	Brazil Federative Republic Bond	1.00%	BRC	12/20/12	BBB	USD		6,700,000		5,998			27,516
Receive	Brazil Federative Republic Bond	1.00%	CITI	06/20/16	BBB	USD		7,300,000		(17,744	)		12,469
Receive	Brazil Federative Republic Bond	1.00%	CS	06/20/15	BBB	USD		2,200,000		(34,219	)		44,540
Receive	Brazil Federative Republic Bond	1.00%	DUB	06/20/16	BBB	USD		1,400,000		(3,830	)		2,818
Receive	Brazil Federative Republic Bond	1.00%	JPM	09/20/15	BBB	USD		1,400,000		(10,547	)		15,184
Receive	Brazil Federative Republic Bond	1.00%	JPM	09/20/16	BBB	USD		500,000		(2,601	)		973
Receive	Brazil Federative Republic Bond	1.00%	MSC	08/20/16	BBB	USD		3,500,000		—			139,969
Receive	Brazil Federative Republic Bond	1.00%	MSC	01/20/17	BBB	USD		3,000,000		—			60,656
Receive	Brazil Federative Republic Bond	1.00%	UBS	09/20/15	BBB	USD		1,000,000		(6,385	)		9,697

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

23

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Pay/Receive   Floating Rate	Reference Entity	Fixed Rate	Counterparty	Maturity	Rating††	Currency	Notional Amount		Net Premiums Paid/(Received)			Unrealized Gain/(Loss)
Receive	CDX.HY.17 5-Year Index	5.00%	BNP	12/20/16	N/A	USD		$1,176,000		$36,858			$(12,568)
Receive	CDX.HY.17 5-Year Index	5.00%	CITI	12/20/16	N/A	USD		1,862,000		30,257			(19,899	)
Receive	CDX.HY.17 5-Year Index	5.00%	CS	12/20/16	N/A	USD		2,484,000		72,968			(26,546	)
Receive	CDX.HY.17 5-Year Index	5.00%	MSC	12/20/16	N/A	USD		686,000		13,720			(7,331	)
Receive	CDX.HY.18 5-Year Index	5.00%	BNP	06/20/17	N/A	USD		3,850,000		162,781			(45,029	)
Receive	CDX.HY.18 5-Year Index	5.00%	BOA	06/20/17	N/A	USD		1,000,000		31,250			(11,696	)
Receive	CDX.HY.18 5-Year Index	5.00%	CS	06/20/17	N/A	USD		2,600,000		93,125			(30,410	)
Receive	CDX.HY.18 5-Year Index	5.00%	DUB	06/20/17	N/A	USD		800,000		20,167			(9,357	)
Receive	CDX.HY.18 5-Year Index	5.00%	MSC	06/20/17	N/A	USD		1,000,000		41,750			(11,696	)
Receive	China Government	1.00%	MSC	06/20/16	AA-	USD		10,300,000		(277,251	)		327,659
Receive	French Republic Government	0.25%	BRC	09/20/16	AA+	USD		200,000		(10,539	)		(2,080	)
Receive	French Republic Government	0.25%	GS	06/20/16	AA+	USD		3,000,000		(62,906	)		(108,438	)
Receive	French Republic Government	0.25%	RBS	12/20/15	AA+	USD		1,000,000		(13,958	)		(33,557	)
Receive	French Republic Government	0.25%	RBS	03/20/16	AA+	USD		1,000,000		(25,433	)		(26,897	)
Receive	French Republic Government	0.25%	UBS	09/20/16	AA+	USD		1,000,000		(42,571	)		(20,526	)
Receive	General Electric Capital Corp.	1.00%	DUB	03/20/16	AA+	USD		300,000		(11,974	)		8,890
Receive	General Electric Capital Corp.	1.00%	MSC	06/20/16	AA+	USD		700,000		(2,153	)		(6,421	)
Receive	Japan Government	1.00%	DUB	03/20/17	AA-	USD		4,100,000		(28,504	)		50,005
Receive	Japan Government	1.00%	MSC	03/20/17	AA-	USD		4,000,000		(25,965	)		46,942
Receive	MetLife, Inc.	1.00%	JPM	03/20/16	A-	USD		6,400,000		(115,603	)		(135,408	)
Receive	Mexico Government	1.00%	BRC	03/20/15	BBB	USD		700,000		(8,868	)		13,926
Receive	Mexico Government	1.00%	CITI	06/20/16	BBB	USD		9,800,000		(2,112	)		20,522
Receive	Mexico Government	1.00%	DUB	03/20/15	BBB	USD		1,100,000		(14,222	)		22,170
Receive	Mexico Government	1.00%	DUB	03/20/16	BBB	USD		2,400,000		(13,491	)		20,694
Receive	Mexico Government	1.00%	GS	06/20/16	BBB	USD		8,400,000		(248,278	)		264,057
Receive	Mexico Government	1.00%	GS	06/20/17	BBB	USD		500,000		(5,030	)		1,449
Receive	Mexico Government	1.00%	GS	06/20/17	BBB	USD		300,000		(2,883	)		734
Receive	Mexico Government	1.00%	MSC	09/20/16	BBB	USD		600,000		(2,374	)		2,111
Receive	Mexico Government	1.00%	UBS	09/20/15	BBB	USD		1,000,000		(9,547	)		14,880
Receive	Republic of Indonesia	1.00%	MSC	09/20/16	BB+	USD		2,700,000		(181,814	)		125,357
Receive	Republic of Indonesia	1.00%	MSC	06/20/21	BB+	USD		1,000,000		(146,540	)		56,082

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

24

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Pay/Receive   Floating Rate

Reference Entity

Fixed Rate

Counterparty

Maturity

Rating††

Currency

Notional Amount

Net Premiums Paid/(Received)

Unrealized Gain/(Loss)

Receive

Republic of Indonesia

1.00%

UBS

09/20/16

BB+

USD

$300,000

$(4,047)

$(2,227)

Receive

U.S. Treasury Notes

0.25%

UBS

09/20/15

AA+

EUR

5,000,000

(48,010

)

53,949

Totals

$364,939

$1,459,035

† 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 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, 2012, the Fund had the following written put and call options, swaptions and inflation floors:

(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)
	Interest Rate Swaptions
Receive	10-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR	10.00%	07/10/12		$78,800,000		$547,660		$547,652
Receive	1-Year Interest Rate Swap (Put)	RBS	3-Month USD-LIBOR	1.75%	11/19/12		22,800,000		86,070		84,761
Receive	2-Year Interest Rate Swap (Put)	CITI	3-Month USD-LIBOR	0.92%	11/14/12		4,900,000		22,050		17,631
Receive	2-Year Interest Rate Swap (Put)	MSC	3-Month USD-LIBOR	0.92%	11/14/12		34,300,000		95,121		64,189
Receive	2-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR	1.20%	07/11/13		13,400,000		94,574		61,744
Receive	2-Year Interest Rate Swap (Put)	RBS	3-Month USD-LIBOR	2.25%	09/24/12		74,000,000		577,730		576,540
Receive	3-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR	1.00%	08/13/12		4,900,000		50,347		46,474
Receive	3-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR	2.75%	06/18/12		17,300,000		179,584		179,582
Receive	3-Year Interest Rate Swap (Put)	RBS	3-Month USD-LIBOR	2.75%	06/18/12		14,600,000		143,080		143,079
Receive	3-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR	3.00%	06/18/12		14,000,000		152,411		152,410
Receive	3-Year Interest Rate Swap (Put)	JPM	3-Month USD-LIBOR	3.00%	06/18/12		37,200,000		376,476		376,473
Receive	3-Year Interest Rate Swap (Put)	RBS	3-Month USD-LIBOR	3.00%	06/18/12		45,100,000		415,009		415,004
Receive	5-Year Interest Rate Swap (Call)	CS	3-Month USD-LIBOR	1.40%	03/18/13		2,700,000		25,110		(3,282	)
Receive	5-Year Interest Rate Swap (Call)	MSC	3-Month USD-LIBOR	1.40%	03/18/13		4,000,000		37,400		(4,662	)
Receive	5-Year Interest Rate Swap (Put)	CS	3-Month USD-LIBOR	1.40%	03/18/13		2,700,000		52,110		16,225
Receive	5-Year Interest Rate Swap (Put)	MSC	3-Month USD-LIBOR	1.40%	03/18/13		4,000,000		77,600		24,438
Receive	5-Year Interest Rate Swap (Put)	CITI	3-Month USD-LIBOR	1.55%	08/13/12		5,400,000		37,260		26,282
Receive	5-Year Interest Rate Swap (Put)	CS	3-Month USD-LIBOR	1.55%	08/13/12		6,700,000		36,013		22,392
Receive	5-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR	1.55%	08/13/12		67,400,000		461,612		324,588
Receive	5-Year Interest Rate Swap (Put)	MSC	3-Month USD-LIBOR	1.55%	08/13/12		6,900,000		30,878		16,850
Receive	5-Year Interest Rate Swap (Put)	RBS	3-Month USD-LIBOR	1.55%	08/13/12		17,500,000		81,517		45,939

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

25

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Pay/Receive   Floating Rate	Description	Counterparty	Floating Rate Index	Exercise Rate	Expiration Date	Notional Amount		Premium		Unrealized Gain/(Loss)
Receive	5-Year Interest Rate Swap (Put)	CITI	3-Month USD-LIBOR	1.70%	08/13/12		$44,300,000		$567,783		$510,494
Receive	5-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR	1.70%	08/13/12		32,000,000		376,637		335,255
Receive	5-Year Interest Rate Swap (Put)	GS	3-Month USD-LIBOR	1.70%	08/13/12		2,800,000		35,630		32,009
Receive	5-Year Interest Rate Swap (Put)	JPM	3-Month USD-LIBOR	1.70%	08/13/12		24,600,000		148,215		116,402
Receive	5-Year Interest Rate Swap (Put)	RBS	3-Month USD-LIBOR	1.70%	08/13/12		23,000,000		319,120		289,376
Receive	5-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR	2.00%	03/18/13		6,800,000		63,854		27,295
Receive	5-Year Interest Rate Swap (Put)	RBS	3-Month USD-LIBOR	3.25%	07/16/12		3,700,000		92,907		92,906
							Totals	$	5,183,758	$	4,538,046

Description

Counterparty

Strike Index

Expiration Date

Notional Amount

Premium

Unrealized Gain/(Loss)

Inflation Floor Options

Inflation Floor - OTC CPURNSA Index

DUB

$

216

03/10/20

$

11,400,000

$85,500

$58,997

Transactions in written put and call options and swaptions for the fiscal year ended April 30, 2012, 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, 2011			137			$566,700,000			$4,638,296
Options and swaptions written			—			262,500,000			1,622,935
Options and swaptions exercised/expired/closed			(137	)		(202,000,000	)		(991,973	)
Options and swaptions outstanding at April 30, 2012	Totals		—			$627,200,000			$5,269,258

At April 30, 2012, 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)
Brazilian Real	Long	06/04/12	BRC		$674,743		$700,000		$(25,257	)
Brazilian Real	Long	06/04/12	CITI		973,547		988,000		(14,453	)
Brazilian Real	Long	06/04/12	MSC		1,242,033		1,290,000		(47,967	)
Brazilian Real	Long	06/04/12	UBS		578,788		600,000		(21,212	)
British Pound	Long	06/12/12	CITI		2,271,425		2,226,327		45,098
British Pound	Long	06/12/12	DUB		1,135,712		1,113,644		22,068
British Pound	Long	06/12/12	JPM		1,460,201		1,428,688		31,513
British Pound	Long	06/12/12	RBC		324,489		320,208		4,281

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

26

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Foreign Currency	Position	Settlement Date	Counterparty	Receivable Amount		Payable Amount			Unrealized Gain/ (Loss)
British Pound	Long	06/12/12	UBS		$1,784,690		$1,747,207			$37,483
Chinese Yuan Renminbi	Long	06/01/12	BRC		9,133,758		9,049,110			84,648
Chinese Yuan Renminbi	Long	06/01/12	CITI		499,152		500,000			(848	)
Chinese Yuan Renminbi	Long	06/01/12	JPM		6,167,006		6,100,000			67,006
Chinese Yuan Renminbi	Long	06/01/12	JPM		1,594,994		1,600,000			(5,006	)
Chinese Yuan Renminbi	Long	06/01/12	MSC		1,815,126		1,800,000			15,126
Euro	Long	06/14/12	BNY		1,963,446		1,943,285			20,161
Euro	Long	06/14/12	BRC		2,383,143		2,372,117			11,026
Euro	Long	06/14/12	BRC		1,304,109		1,310,677	��		(6,568	)
Euro	Long	06/14/12	CITI		794,381		800,763			(6,382	)
Euro	Long	05/03/12 to 06/14/12	DUB		4,940,923		4,876,154			64,769
Euro	Long	06/14/12	DUB		2,649,261		2,655,899			(6,638	)
Euro	Long	05/17/12 to 06/14/12	JPM		2,647,773		2,632,467			15,306
Euro	Long	06/14/12	JPM		529,587		532,870			(3,283	)
Euro	Long	06/14/12	MSC		2,515,540		2,515,828			(288	)
Euro	Long	06/14/12	MSC		1,191,572		1,179,063			12,509
Euro	Long	06/14/12	RBC		1,059,175		1,049,880			9,295
Euro	Long	06/14/12	RBC		1,059,175		1,066,820			(7,645	)
Euro	Long	06/14/12 to 07/16/12	UBS		7,832,778		7,788,399			44,379
Indian Rupee	Long	07/12/12	JPM		3,513,163		4,047,031			(533,868	)
Indonesian Rupiah	Long	07/02/12	JPM		1,183,892		1,163,709			20,183
Japanese Yen	Long	05/14/12	BRC		4,133,793		4,202,055			(68,262	)
Japanese Yen	Long	05/14/12	DUB		4,133,793		4,202,537			(68,744	)
Japanese Yen	Long	05/14/12	UBS		5,010,658		5,099,894			(89,236	)
Mexican Peso	Long	06/15/12	UBS		6,313		6,418			(105	)
Australian Dollar	Short	06/07/12	JPM		1,128,288		1,136,090			(7,802	)
Brazilian Real	Short	06/04/12	MSC		4,893,248		4,451,967			441,281
British Pound	Short	06/12/12	UBS		15,142,381		15,588,461			(446,080	)
Canadian Dollar	Short	06/21/12	BRC		37,007,910		37,064,403			(56,493	)
Chinese Yuan Renminbi	Short	06/01/12	BRC		800,000		805,306			(5,306	)
Chinese Yuan Renminbi	Short	06/01/12	BRC		449,122		448,696			426

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

27

Managers PIMCO Bond Fund

Notes to Schedule of Portfolio Investments (continued)

Foreign Currency	Position	Settlement Date	Counterparty	Receivable Amount		Payable Amount		Unrealized Gain/ (Loss)
Chinese Yuan Renminbi	Short	06/01/12	CITI		$3,000,000		$2,986,977		$13,023
Chinese Yuan Renminbi	Short	06/01/12	CS		2,700,000		2,690,235		9,765
Chinese Yuan Renminbi	Short	06/01/12	CS		1,800,000		1,802,889		(2,889	)
Chinese Yuan Renminbi	Short	06/01/12	DUB		400,000		398,675		1,325
Chinese Yuan Renminbi	Short	06/01/12	JPM		1,800,000		1,792,756		7,244
Chinese Yuan Renminbi	Short	06/01/12	JPM		600,000		606,514		(6,514	)
Chinese Yuan Renminbi	Short	06/01/12	MSC		1,300,000		1,295,797		4,203
Chinese Yuan Renminbi	Short	06/01/12	UBS		6,200,000		6,179,956		20,044
Chinese Yuan Renminbi	Short	06/01/12	UBS		200,000		202,235		(2,235	)
Euro	Short	06/14/12	BRC		77,957,071		78,999,875		(1,042,804	)
Indian Rupee	Short	07/12/12	DUB		700,000		665,705		34,295
Indian Rupee	Short	07/12/12	JPM		2,989,656		2,847,458		142,198
Indonesian Rupiah	Short	07/02/12	GS		1,176,840		1,183,891		(7,051	)
Japanese Yen	Short	07/30/12	CS		5,550,074		5,641,448		(91,374	)
Japanese Yen	Short	07/30/12	DUB		3,082,956		3,134,137		(51,181	)
Japanese Yen	Short	07/30/12	JPM		5,551,444		5,641,448		(90,004	)
Japanese Yen	Short	05/14/12	UBS		13,790,950		13,278,245		512,705
Mexican Peso	Short	06/15/12	MSC		48,951		47,985		966
			Totals	$	266,777,030	$	267,800,199	$	(1,023,169	)

Counterparty Abbreviations:

BNY:	The Bank of New York Mellon
BOA:	Bank of America
BRC:	Barclays Bank PLC
CITI:	Citigroup, Inc.
CS:	Credit Suisse
DUB:	Deutsche Bank AG
GS:	Goldman Sachs & Co.
JPM:	JPMorgan Chase & Co.
JRC:	Johnson Rice & Co.
MLC:	Merrill Lynch & Co., Inc.
MSC:	Morgan Stanley
RBC:	Royal Bank of Canada
RBS:	Royal Bank of Scotland Group PLC
UBS:	UBS Warburg LLC

Currency Abbreviations:

AUD:	Australian Dollar
BRL:	Brazilian Real
EUR:	Euro
GBP:	British Pound
MXN:	Mexican Peso
USD:	U.S. Dollar

Investment Abbreviations and Definitions:

BBA:	British Bankers Association
BBR:	Bankers Buying Rate
BBSW:	Bank Bill Swap Reference Rate
CDX.EM:	Credit Derivatives Index Emerging Markets
CPURNSA:	Consumer Price All Urban Non-Seasonally Adjusted Index
EURIBOR:	Euro Interbank Offered Rate
FNMA:	Federal National Mortgage Association
LIBOR:	London Interbank Offered Rate
N/A:	No composite rating is available for this index.
OIS:	Overnight Index Swap
OTC:	Over-the-counter
TBD:	To be determined
TIIE:	Interbank Equilibrium Interest rate

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

28

Managers PIMCO Bond Fund

Statement of Assets and Liabilities

April 30, 2012 (unaudited)

Assets:
Investments at value* (including securities on loan valued at $14,754,895)	$1,860,207,739
Receivable for delayed delivery investments sold	80,223,931
Dividends, interest and other receivables	7,746,548
Receivable for Fund shares sold	4,138,076
Unrealized appreciation on swaps	2,158,350
Swap premiums paid	2,113,295
Receivable for investments sold	1,920,429
Unrealized appreciation on foreign currency contracts	1,692,326
Receivable from affiliate	128,584
Foreign currency**	111,139
Variation margin receivable	5,506
Prepaid expenses	37,930
Total assets	1,960,483,853
Liabilities:
Payable for delayed delivery investments purchased	568,973,271
Payable for investments purchased	47,000,000
Payable upon return of securities loaned	15,499,529
Payable to brokers upon termination of futures, swaps and foreign currency contracts	5,296,000
Unrealized depreciation on foreign currency contracts	2,715,495
Payable for fund shares repurchased	2,262,150
Swap premiums received	1,404,799
Payable for TBA sale commitments	1,074,063
Options written (premiums received $5,269,258)	672,215
Unrealized depreciation on swaps	575,091
Dividends payable to shareholders	392,644
Accrued expenses:
Investment advisory and management fees	425,822
Administrative fees	212,911
Other	1,039,474
Total liabilities	647,543,464
Net Assets	$1,312,940,389
Net Assets Represent:
Paid-in capital	$1,263,623,074
Undistributed net investment income	969,127
Accumulated net realized gain from investments, options, futures, swaps and foreign currency transactions	1,780,932
Net unrealized appreciation of investments, options, futures, swaps and foreign currency translations	46,567,256
Net Assets	$1,312,940,389
Shares outstanding	121,569,614
Net asset value, offering and redemption price per share	$10.80
*Investments at cost	$1,818,964,322
**Foreign currency at cost	$110,829

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

29

Managers PIMCO Bond Fund

Statement of Operations

For the six months ended April 30, 2012 (unaudited)

Investment Income:
Interest income	$	18,197,768
Dividend income		288,722
Securities lending fees		18,886
Total investment income		18,505,376
Expenses:
Investment advisory and management fees		2,505,042
Administrative fees		1,252,521
Transfer agent		193,112
Custodian		182,797
Professional fees		103,030
Reports to shareholders		60,809
Trustees fees and expenses		52,129
Registration fees		38,901
Insurance		22,087
Miscellaneous		1,994
Total expenses before offsets		4,412,422
Expense reimbursements		(779,633	)
Expense reductions		(400	)
Net expenses		3,632,389
Net investment income		14,872,987
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments, purchased options, futures and swap transactions		20,112,696
Net realized gain on written options		567,835
Net realized loss on foreign currency transactions		(268,646	)
Net change in unrealized appreciation (depreciation) of investments, options, futures,swaps and foreign currency transactions		22,050,014
Net realized and unrealized gain		42,461,899
Net increase in net assets resulting from operations	$	57,334,886

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

30

Managers PIMCO Bond Fund

Statement of Changes in Net Assets

For the six months ended April 30, 2012 (unaudited) and for the fiscal year ended October 31, 2011

	2012			2011
Increase (Decrease) in Net Assets From Operations:
Net investment income		$14,872,987			$31,691,893
Net realized gain (loss) on investments, options, futures, swaps and foreign currency transactions		20,411,885			(4,600,638	)
Net change in unrealized appreciation (depreciation) of investments, options, futures, swaps and foreign currency translations		22,050,014			(13,892,739	)
Net increase in net assets resulting from operations		57,334,886			13,198,516
Distributions to Shareholders:
From net investment income		(25,818,477	)		(41,653,175	)
From net realized gain on investments		—			(58,243,682	)
Total distributions to shareholders		(25,818,477	)		(99,896,857	)
From Capital Share Transactions:
Proceeds from sale of shares		189,380,208			382,148,534
Reinvestment of dividends		22,309,522			86,527,010
Cost of shares repurchased		(169,406,895	)		(568,176,682	)
Net increase (decrease) from capital share transactions		42,282,835			(99,501,138	)
Total increase (decrease) in net assets		73,799,244			(186,199,479	)
Net Assets:
Beginning of period		1,239,141,145			1,425,340,624
End of period	$	1,312,940,389		$	1,239,141,145
End of period undistributed net investment income		$969,127			$11,914,617
Share Transactions:
Sale of shares		17,761,560			36,035,399
Shares issued in connection with reinvestment of dividends and distributions		2,113,464			8,340,023
Shares repurchased		(15,933,447	)		(53,544,469	)
Net increase (decrease) in shares		3,941,577			(9,169,047	)

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

31

Managers PIMCO Bond Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2012 (unaudited)			For the fiscal year ended October 31,
				2011			2010			2009			2008			2007
Net Asset Value, Beginning of Period		$10.53			$11.24			$10.61			$9.85			$10.41			$10.31
Income from Investment Operations:
Net investment income		0.13			0.38			0.35			0.49			0.57			0.47
Net realized and unrealized gain (loss) on investments		0.36			(0.25	)		0.73			1.44			(0.61	)		0.13
Total from investment operations		0.49			0.13			1.08			1.93			(0.04	)		0.60
Less Distributions to Shareholders from:
Net investment income		(0.22	)		(0.35	)		(0.32	)		(0.49	)		(0.52	)		(0.50	)
Net realized gain on investments		—			(0.49	)		(0.13	)		(0.68	)		—			—
Total distributions to shareholders		(0.22	)		(0.84	)		(0.45	)		(1.17	)		(0.52	)		(0.50	)
Net Asset Value, End of Period		$10.80			$10.53			$11.24			$10.61			$9.85			$10.41
Total Return1		4.70	%3		1.45	%		10.52	%		20.62	%		(0.60	)%		5.96	%
Ratio of net expenses to average net assets		0.58	%4		0.58	%		0.58	%		0.58	%		0.58	%		0.60	%
Ratio of net investment income to average net assets1		2.37	%4		2.54	%		2.38	%		3.78	%		4.47	%		4.86	%
Portfolio turnover		285	%3		495	%		359	%		531	%		431	%		249	%
Net assets at end of period (000’s omitted)		$1,312,940			$1,239,141			$1,425,341			$1,114,164			$1,036,504			$1,207,072
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		0.70	%4		0.71	%		0.74	%		0.78	%		0.75	%		0.77	%
Ratio of net investment income to average net assets		2.25	%4		2.41	%		2.22	%		3.58	%		4.30	%		4.69	%

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  Not Annualized.

⁴  Annualized.

32

Managers PIMCO Bond Fund

Notes to Financial Statements

April 30, 2012 (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 consists 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”).

The Fund’s 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 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 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 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 investment to calculate its NAV when, for example, (1) market quotations are not readily available because a portfolio investment is not traded in a public market or the principal market in which the investment trades is closed, (2) trading in a portfolio investment is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio investment is determined to have occurred between the time of the market quotation provided for a portfolio investment and the time as of which the Fund calculates its NAV, (4) an investment’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (“the Investment Manager”) determines that a market quotation is inaccurate. Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Investment Manager’s determination of the impact of events occurring subsequent to the

close of such markets but prior to the time as of which the Fund calculates its NAV. 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. A Fund’s investment in derivative instruments traded in foreign markets (including futures contracts on equity and fixed-income securities and security indexes and options on futures contracts, securities and security indexes) are priced based on the market quotation of such instruments in their respective principal markets as of the close of regular business on the New York Stock Exchange. Under certain circumstances, the Investment Manager may adjust such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Fund calculates its NAV. The Fund 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. 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.

33

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

U.S. GAAP defines fair value as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the 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.

The three-tier hierarchy of inputs is summarized below:

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

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

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

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. Transfers between different levels in the fair value hierarchy are deemed to have occurred as of the beginning of the reporting period. 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. 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.

The Fund has a “balance credit” agreement 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 otherwise would be charged to the Fund. For the six months ended April 30, 2012, the Fund’s custodian expense was not reduced.

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, 2012, the Fund did not have any overdraft fees.

The Fund also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., whereby earnings credits are used to offset banking charges and other out-of-pocket expenses. For the six months ended April 30, 2012, the transfer agent expense was reduced by $400.

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, 2008-2011), and has concluded that no provision for federal income tax is required in the Fund’s financial statements.

34

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

Additionally, the Fund is 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.

New Tax Law: Regulated Investment Company Modernization Act:

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the “Act”), the Act modernizes several of the federal income and excise tax provisions related to regulated investment companies (“RIC”). Some highlights of the enacted provisions are as follows:

New post-enactment capital losses may now be carried forward for an unlimited time period. However, any new losses incurred will be required to be utilized prior to any loss carryovers incurred in preenactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

The Act contains simplification provisions, which are aimed at preventing disqualification of a RIC for “inadvertent” failures of the asset diversification and/or qualifying income tests. Additionally, the Act repealed the 60-day designation requirement for certain types of pass-through income and gains.

Finally, the Act contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31, or December 31, reducing the circumstances under which a RIC might be required to send shareholders amended Forms 1099 to restate previously reported distributions.

Except for the simplification provisions related to RIC qualification, the Act is effective for taxable years beginning after December 22, 2010. The Fund’s first taxable year subject to the Act will be the current fiscal year ended October 31, 2012.

f.Capital Loss Carryovers

As of April 30, 2012, the Fund had accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes as shown in the following chart. This amount may be used to offset future realized capital gains, if any, through the expiration date listed or in the case of post-enactment losses, for an unlimited time period.

	Capital Loss Carryover Amount
	Short-Term		Long-Term		Expires October 31,
(Pre-Enactment)	$	11,627,287		—		2019

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. 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.

At April 30, 2012, certain unaffiliated shareholders of record, specifically omnibus accounts, individually or collectively held greater than 10% of the outstanding shares of the Fund as follows: 2 collectively own 44%. Transactions by these shareholders may have a material impact on the Fund.

h.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, 2012, the market value of repurchase agreements outstanding was $93,300,000.

i.Foreign Currency Translation

The books and records of the Fund are maintained in U.S. dollars. The values 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.

j.Foreign Securities

The Fund invests in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity.

Realized gains in certain countries may be subject to foreign taxes at the Fund level, at rates ranging from approximately 10% to 15%. The Fund would pay such foreign taxes at the appropriate rate for each jurisdiction.

35

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

k. 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 Fund entered into the commitment.

2. Agreements and Transactions with Affiliates

The Trust has entered into an Investment Management Agreement under which the Investment Manager, a subsidiary of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration and operations. The Investment Manager selects subadvisors for the Fund (subject to Board approval) and monitors the subadvisor’s investment performance, security holdings and investment strategies. 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 net assets. The annual investment management fee rates, as a percentage of average daily net assets, for the six months ended April 30, 2012, 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, 2013, 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 (including interest incurred in connection with bank and custody overdrafts), brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) to 0.58% of the Fund’s average daily net assets.

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 total operating expenses in any such future year to exceed the Fund’s respective expense cap. For the six months ended April 30, 2012, the Fund’s components of reimbursement available are detailed in the following chart:

Reimbursement Available - 10/31/11	$	4,742,234
Additional Reimbursements		779,633
Repayments		—
Expired Reimbursements		(735,103	)
Reimbursement Available - 4/30/12	$	4,786,764

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 Trust receives an additional payment of $20,000 per year. The Chairman of the Audit Committee receives an additional payment of $8,000 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 Fund’s allocated portion of the total fees and expenses paid by the Managers Funds.

The Fund is distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the distributor and 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 directly to prospective purchasers through brokers, dealers or other financial intermediaries who have executed selling agreements with MDI. Subject to the compensation arrangement discussed below, generally MDI bears all or a portion of the expenses of providing services pursuant to the distribution 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 Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

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, 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, 2012, the Fund did not lend to or borrow from any other Managers Funds.

3. Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the six months ended April 30, 2012, were $37,493,306 and $159,814,469, respectively. Purchases and sales of U.S. Government obligations for the six

36

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

months ended April 30, 2012, were $4,877,527,598 and $4,293,451,225, respectively.

4. Portfolio Securities Loaned

The Fund participated in a securities lending program offered by BNYM (the “Program”), 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. Under the terms of the Program, the Fund is indemnified for such losses by BNYM. 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, entered into an agreement with BNYM and the Bank of New York Mellon Corporation (“BNYMC”) with respect to the Fund’s position in ICRF, pursuant to which (i) BNYMC would support the value of certain defaulted securities issued by Lehman Brothers Holdings, Inc. (the “Lehman Securities”) and held by Series B of the ICRF, and (ii) once certain conditions were met, BNYMC would purchase the defaulted securities from the Fund. On October 17, 2011, after certifying that the Fund had met all necessary conditions, BNYMC purchased the Lehman Securities from the Fund at a predetermined price, which represented a premium over the fair market value of the Lehman Securities at that date.

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, the Fund has not had prior claims or losses and expects the risk of material 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.

7. Derivative Instruments

The following disclosures contain information on how and why the Fund uses derivative instruments, the credit risk 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 six months ended April 30, 2012 as disclosed in the Statement of Assets and Liabilities and the realized and unrealized changes in gains and losses on derivative instruments during the six months ended April 30, 2012 as disclosed in the Statement of Operations serve as indicators of the volume of derivative activity for the Fund.

8. Forward Foreign Currency Contracts

During the six months ended April 30, 2012, the Fund invested in 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 or cash flows from capital shares transactions. 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

37

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

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, equity, 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 ordinarily 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 counterparty 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 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.

38

Managers PIMCO Bond Fund

Notes to Financial Statements (continued)

13. Market, Credit and Counterparty Risks

In the normal course of business, the Fund invests in securities and enter into transactions where risks exist due to market fluctuations and are exposed to credit risk with parties with whom it trades (issuers or counterparties). Market prices of investments held by the Fund may fall rapidly or unpredictably and will rise and fall due to changing economic, political, or market conditions or in response to events that affect particular industries or companies. The Fund may be exposed to credit or counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will default or not perform under the contract. The Fund minimizes credit risk and counterparty risk by undertaking transactions with a large number of customers and counterparties on recognized and reputable exchanges. The Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a financial derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations.

The Fund is subject to various Master Agreements, which govern the terms of certain transactions with select counterparties. These Master Agreements reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Under the Master Agreements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant master agreement with a counterparty in a given account exceeds a specified threshold, which typically ranges from zero to $250,000 depending on the counterparty and the type of Master Agreement.

International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) govern OTC financial derivative transactions entered into by the Fund and those counterparties. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral and events of default or termination. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative

contracts prior to maturity in the event the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of the ISDA Master Agreement, which requires accelerated settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to early terminate could be material to the financial statements.

14. New Accounting Pronouncements

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 No. 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.

In December 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under IFRS. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is evaluating the impact of ASU 2011-11 on the financial statements and disclosures.

15. Subsequent Events

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

39

Investment Manager and Administrator

Managers Investment Group LLC

800 Connecticut Ave.

Norwalk, CT 06854

(800) 835-3879

Distributor

Managers Distributors, Inc.

800 Connecticut Ave.

Norwalk, CT 06854

(800) 835-3879

Subadvisor

Pacific Investment Management Co. LLC (“PIMCO”)

840 Newport Center Drive

Newport Beach, CA 92660

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

For Managers Choice Only

Managers

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

P.O. Box 9847

Providence, Rhode Island 02940-8047

(800) 358-7668

Trustees

Jack W. Aber

Christine E. Carsman

William E. Chapman, II

Edward J. Kaier

Steven J. Paggioli

Eric Rakowski

Thomas R. Schneeweis

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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

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

MICRO-CAP

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) 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 INCOME OPPORTUNITY

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 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 Funds’ Forms N-Q are available on the SEC’s Web site 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 Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.  

Managers Funds

Semi-Annual Report — April 30, 2012 (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 Real Estate Securities Fund		14
Managers California Intermediate Tax-Free Fund		16
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		22
FINANCIAL STATEMENTS
Statements of Assets and Liabilities		24
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statements of Operations		26
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		27
Detail of changes in assets for the past two fiscal periods
FINANCIAL HIGHLIGHTS		29
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL STATEMENTS		36
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 on going 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, 2012	Expense Ratio for the Period			Beginning Account Value 11/01/2011		Ending Account Value 04/30/2012		Expenses Paid During the Period*
Managers Frontier Small Cap Growth Fund
Investor Class Shares
Based on Actual Fund Return		1.55	%		$1,000		$1,096		$8.08
Hypothetical (5% return before expenses)		1.55	%		$1,000		$1,017		$7.77
Service Class Shares
Based on Actual Fund Return		1.30	%		$1,000		$1,097		$6.78
Hypothetical (5% return before expenses)		1.30	%		$1,000		$1,018		$6.52
Institutional Class Shares
Based on Actual Fund Return		1.05	%		$1,000		$1,099		$5.48
Hypothetical (5% return before expenses)		1.05	%		$1,000		$1,020		$5.27
Managers AMG TSCM Growth Equity Fund
Investor Class Shares
Based on Actual Fund Return		1.19	%		$1,000		$1,161		$6.39
Hypothetical (5% return before expenses)		1.19	%		$1,000		$1,019		$5.97
Service Class Shares
Based on Actual Fund Return		1.04	%		$1,000		$1,161		$5.59
Hypothetical (5% return before expenses)		1.04	%		$1,000		$1,020		$5.22
Institutional Class Shares
Based on Actual Fund Return		0.79	%		$1,000		$1,163		$4.25
Hypothetical (5% return before expenses)		0.79	%		$1,000		$1,021		$3.97
Managers Micro-Cap Fund
Service Class Shares
Based on Actual Fund Return		1.43	%		$1,000		$1,135		$7.59
Hypothetical (5% return before expenses)		1.43	%		$1,000		$1,018		$7.17
Institutional Class Shares
Based on Actual Fund Return		1.18	%		$1,000		$1,236		$6.56
Hypothetical (5% return before expenses)		1.18	%		$1,000		$1,019		$5.92
Managers Real Estate Securities Fund
Based on Actual Fund Return		1.29	%		$1,000		$1,148		$6.89
Hypothetical (5% return before expenses)		1.29	%		$1,000		$1,018		$6.47
Managers California Intermediate Tax-Free Fund
Based on Actual Fund Return		0.55	%		$1,000		$1,054		$2.81
Hypothetical (5% return before expenses)		0.55	%		$1,000		$1,022		$2.77

*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 (182), then divided by 366.

1

Fund Performance

Periods ended April 30, 2012 (unaudited)

The table below shows the average annual total returns for the period indicated for each Fund, as well as each Fund’s relative index for the same time period.

Average Annual Total Returns1	Six Months*		One Year		Five Years		Ten Years		Since Inception			Inception Date
Managers Frontier Small Cap Growth Fund2,3,4
Investor Class		9.55%		(7.46)%		–		–		13.39%			1/1/2010
Service Class		9.68%		(7.16)%		3.76%		5.85%		6.38%			9/24/1997
Institutional Class		9.87%		(6.95)%		–		–		13.89%			1/1/2010
Russell 2000® Growth Index16		10.58%		(4.42)%		3.27%		6.06%		3.43%			9/24/1997	†
Managers AMG TSCM Growth Equity Fund2,3,5,6
Investor Class		16.06%		1.03%		–		–		15.10%			7/30/2010
Service Class		16.11%		1.10%		–		–		15.66%			7/30/2010
Institutional Class		16.35%		1.42%		–		–		15.58%			7/30/2010
Russell 3000® Growth Index17		13.86%		6.26%		4.04%		5.23%		20.31%			7/30/2010	†
Managers Micro-Cap Fund2,7
Service Class		13.53%		(1.32)%		3.13%		5.39%		12.80%			6/30/1994
Institutional Class		13.52%		–		–		–		31.89%			10/1/2011
Russell Microcap® Index18		14.13%		(4.91)%		(1.73)%		5.37%		–19			6/30/2000
Russell 2000® Index20		11.02%		(4.25)%		1.45%		6.19%		8.54%			6/30/1994	†
Managers Real Estate Securities Fund2,8,9		14.84%		9.75%		2.50%		11.81%		9.05%			12/31/1997
Dow Jones U.S. Select REIT Index21		14.75%		10.40%		(0.15)%		10.63%		9.26%			12/31/1997	†
Managers California Intermediate Tax-Free Fund2,10,11,12,13,14,15		5.42%		9.64%		4.61%		4.46%		5.30%			11/16/1990
Barclays U.S. Municipal Bond: 5 Year Index22,23		3.53%		6.39%		5.79%		4.73%		5.56%	24		11/16/1990	†

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.

Investors should carefully consider 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. Funds are distributed by Managers Distributors, Inc., a member of FINRA.

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

* Not annualized.

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, 2012. 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 time periods.

⁴  The Fund is subject to the 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.

2

Fund Performance

Periods ended April 30, 2012 (continued)

  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.

  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 5.22%.

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  Barclays U.S. Municipal Bond: 5 Year 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 U.S. Municipal Bond: 5 Year Index is unmanaged, is not available for investment, and does not incur expenses.

²³  Prior to October 31,2008, the Index was known as the Lehman Brothers 5-Year Municipal Bond Index.

²⁴  Return reflects the average annual total return for the period from November 30, 1990, through April 30, 2012.

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, 2012 (unaudited)

 Portfolio Breakdown

Industry	Managers Frontier Small Cap Growth Fund**	Russell 2000® Growth Index
Industrials	26.6%	12.4%
Information Technology	25.5%	29.8%
Consumer Discretionary	13.5%	14.7%
Health Care	11.1%	10.4%
Financials	9.8%	4.3%
Energy	9.6%	10.1%
Telecommunication Services	1.7%	0.8%
Materials	0.6%	5.3%
Consumer Staples	0.4%	12.1%
Utilities	0.0%	0.1%
Other Assets and Liabilities	1.2%	0.0%

** As a percentage of net assets

 Top Ten Holdings

Security Name	% of Net Assets
Jabil Circuit, Inc.*	3.8%
Raymond James Financial, Inc.*	3.1
ON Semiconductor Corp.*	2.9
MEDNAX, Inc.*	2.3
MasTec, Inc.*	2.3
World Fuel Services Corp.*	2.3
Chico’s FAS, Inc.*	2.2
Ariba, Inc.*	2.2
WABCO Holdings, Inc.	2.2
Watsco, Inc.	2.1
Top Ten as a Group	25.4%

* Top Ten Holding at October 31, 2011

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

4

Managers Frontier Small Cap Growth Fund

Schedule of Portfolio Investments

April 30, 2012 (unaudited)

	Shares		Value
Common Stocks - 98.8%
Consumer Discretionary - 13.5%
Cheesecake Factory, Inc., The*		32,700		$1,030,050
Chico’s FAS, Inc.		139,200		2,138,112
Hanesbrands, Inc.*		11,400		321,708
Harman International Industries, Inc.		32,100		1,591,518
hhgregg, Inc.*		35,800		374,468
Imax Corp.*		28,800		690,336
K12, Inc.*		35,400		902,700
LKQ Corp.*		56,800		1,899,960
MRC Global, Inc.*1		32,100		629,160
rue21, Inc.*		25,600		776,960
Select Comfort Corp.*		38,400		1,108,992
Tractor Supply Co.		10,300		1,013,623
WMS Industries, Inc.*		17,500		428,925
Total Consumer Discretionary				12,906,512
Consumer Staples - 0.4%
Nu Skin Enterprises, Inc., Class A		6,300		335,790
Energy - 9.6%
Abraxas Petroleum Corp.*		74,000		220,520
Carrizo Oil & Gas, Inc.*		67,800		1,901,112
Comstock Resources, Inc.*		49,800		874,986
InterOil Corp.*1		15,700		948,908
KiOR, Inc., Class A*		44,100		432,180
Kodiak Oil & Gas Corp.*		19,300		170,805
Magnum Hunter Resources Corp.*		146,500		909,765
Northern Oil And Gas, Inc.*		20,000		388,600
Oasis Petroleum, Inc.*		8,400		277,788
Rex Energy Corp.*		27,600		290,076
SM Energy Co.		9,200		608,212
World Fuel Services Corp.		49,000		2,158,940
Total Energy				9,181,892
Financials - 9.8%
Allied World Assurance Co. Holdings, AG		14,500		1,043,420
Fidelity National Financial, Inc., Class A		14,000		269,780
Green Dot Corp., Class A*		8,200		216,398
Jefferies Group, Inc.		78,700		1,253,691
Jones Lang LaSalle, Inc.		10,500		839,370
Raymond James Financial, Inc.		81,200		2,973,544
Waddell & Reed Financial, Inc., Class A		48,400		1,547,832
WR Berkley Corp.		32,800		1,235,248
Total Financials				9,379,283
Health Care - 11.1%
CONMED Corp.		36,300		1,037,817

	Shares		Value
Cumberland Pharmaceuticals, Inc.*		42,700		$312,564
Dendreon Corp.*1		30,100		350,665
DexCom, Inc.*		65,300		639,287
Fluidigm Corp.*		15,600		243,516
Health Management Associates, Inc., Class A*		46,700		336,240
HMS Holdings Corp.*		4,100		98,646
Human Genome Sciences, Inc.*1		39,400		579,574
Illumina, Inc.*1		11,700		521,001
Insulet Corp.*		39,200		700,112
MAKO Surgical Corp.*1		36,610		1,512,359
Medidata Solutions, Inc.*		19,700		510,427
MEDNAX, Inc.*		31,000		2,177,440
Momenta Pharmaceuticals, Inc.*		41,300		655,844
Onyx Pharmaceuticals, Inc.*		7,800		354,978
Unilife Corp.*1		57,600		246,528
United Therapeutics Corp.*		7,700		336,875
Total Health Care				10,613,873
Industrials - 26.6%
Advisory Board Co., The*		16,000		1,458,560
Ameresco, Inc., Class A*		23,700		288,903
AO Smith Corp.		21,100		1,004,360
Belden, Inc.		42,500		1,478,150
Carlisle Cos, Inc.		20,400		1,123,224
CLARCOR, Inc.		20,500		984,410
Hub Group, Inc., Class A*		30,000		1,050,000
Insperity, Inc.		36,500		995,355
Kaman Corp.		28,900		993,582
Landstar System, Inc.		24,200		1,296,394
MasTec, Inc.*		124,500		2,165,055
Meritor, Inc.*		108,100		703,731
Mine Safety Appliances Co.		34,200		1,452,132
Navistar International Corp.*		20,500		695,975
Pall Corp.		10,300		613,983
Quanta Services, Inc.*		44,900		993,188
RPX Corp.*		29,500		509,760
Team, Inc.*		15,300		453,339
UTi Worldwide, Inc.		44,400		740,148
WABCO Holdings, Inc.*		33,400		2,105,202
Waste Connections, Inc.		30,400		979,792
Watsco, Inc.		27,600		1,985,820
WESCO International, Inc.*		18,800		1,248,132
Total Industrials				25,319,195

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 - 25.5%
Acme Packet, Inc.*	12,200	$342,454
Ariba, Inc.*	55,400	2,116,280
Brightpoint, Inc.*	28,500	174,420
comScore, Inc.*	43,684	870,185
Constant Contact, Inc.*	21,200	512,404
Cymer, Inc.*	32,900	1,705,536
Cypress Semiconductor Corp.*	42,500	658,750
Equinix, Inc.*	8,600	1,412,120
Factset Research Systems,, Inc.	300	31,458
Fortinet, Inc.*	13,800	360,456
GT Advanced Technologies, Inc.*1	71,500	465,465
Ingram Micro, Inc., Class A*	57,100	1,111,166
Intevac, Inc.*	35,900	289,354
IntraLinks Holdings, Inc.*	69,900	325,734
Jabil Circuit, Inc.	155,800	3,653,510
Microsemi Corp.*	22,100	475,592
Monolithic Power Systems, Inc.*	14,100	292,152
Monster Worldwide, Inc.*	68,000	586,840
ON Semiconductor Corp.*	330,100	2,726,626
QuinStreet, Inc.*	91,900	965,869
RADWARE, Ltd.*	11,100	427,128
Rogers Corp.*	7,300	279,517
Sanmina-SCI Corp.*	84,500	752,050
Synchronoss Technologies, Inc.*	11,900	372,470
Tech Data Corp.*	1,800	96,822

	Shares	Value
Tessera Technologies, Inc.*	98,020	$1,533,033
VeriFone Systems, Inc.*	1,100	52,404
Verint Systems, Inc.*	15,200	459,648
Virtusa Corp.*	52,300	789,207
Web.com Group, Inc.*	38,000	492,100
Total Information Technology		24,330,750
Materials - 0.6%
Albemarle Corp.	3,100	202,430
RTI International Metals, Inc.*	13,900	341,245
Total Materials		543,675
Telecommunication Services - 1.7%
Cogent Communications Group, Inc.*	52,100	975,833
Premiere Global Services, Inc.*	74,900	670,355
Total Telecommunication Services		1,646,188
Total Common Stocks (cost $87,298,671)		94,257,158
Other Investment Companies - 5.4%2
BNY Mellon Overnight Government Fund, 0.14%3	4,493,086	4,493,086
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%	634,277	634,277
Total Other Investment Companies (cost $5,127,363)		5,127,363
Total Investments - 104.2% (cost $92,426,034)		99,384,521
Other Assets, less Liabilities - (4.2)%		(4,014,981	)
Net Assets - 100.0%		$95,369,540

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

6

Managers AMG TSCM Growth Equity Fund

Fund Snapshots

April 30, 2012 (unaudited)

 Portfolio Breakdown

Industry	Managers AMG TSCM Growth Equity Fund**			Russell 3000®  Growth Index
Information Technology		30.5	%		29.2	%
Industrials		19.3	%		12.7	%
Consumer Discretionary		17.2	%		14.8	%
Health Care		10.5	%		11.1	%
Financials		9.8	%		4.6	%
Energy		7.9	%		10.0	%
Materials		1.7	%		5.2	%
Consumer Staples		1.6	%		11.5	%
Telecommunication Services		0.0	%		0.8	%
Utilities		0.0	%		0.1	%
Other Assets and Liabilities		1.5	%		0.0	%

** As a percentage of net assets

 Top Ten Holdings

Security Name	% of Net Assets	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.
Apple, Inc.*	7.2%
DaVita, Inc.*	4.9
QUALCOMM, Inc.*	3.8
United Parcel Service, Inc., Class B*	3.5
eBay, Inc.	3.4
Coach, Inc.*	3.4
American Tower Corp.*	3.3
Nielsen Holdings N.V.	3.3
Whiting Petroleum Corp.	3.2
Johnson Controls, Inc.	3.1
Top Ten as a Group	39.1%

* Top Ten Holding at October 31, 2011

7

Managers AMG TSCM Growth Equity Fund

Schedule of Portfolio Investments

April 30, 2012 (unaudited)

	Shares		Value
Common Stocks - 98.5%
Consumer Discretionary - 17.2%
Coach, Inc.		11,800		$863,288
Johnson Controls, Inc.		25,000		799,250
Luxottica Group S.p.A., Sponsored, ADR		15,600		556,764
NIKE, Inc., Class B		6,795		760,157
Virgin Media, Inc.		28,200		692,592
Walt Disney Co., The		16,680		719,075
Total Consumer Discretionary				4,391,126
Consumer Staples - 1.6%
Colgate-Palmolive Co.		4,200		415,548
Energy - 7.9%
Anadarko Petroleum Corp.		7,070		517,595
Halliburton Co.		3,700		126,614
National Oilwell Varco, Inc.		7,480		566,685
Whiting Petroleum Corp.*		14,220		813,384
Total Energy				2,024,278
Financials - 9.8%
American Express Co.		9,000		541,890
American Tower Corp.		13,015		853,524
Montpelier Re Holdings, Ltd.		29,950		614,574
NASDAQ OMX Group, Inc., The*		20,500		503,685
Total Financials				2,513,673
Health Care - 10.5%
DaVita, Inc.*		14,090		1,248,092
Grifols S.A., ADR*		80,600		762,476
Shire PLC, ADR		6,825		665,847
Total Health Care				2,676,415
Industrials - 19.3%
Albany International Corp., Class A		24,580		592,378
AMETEK, Inc.		15,720		791,188

	Shares		Value
Clean Harbors, Inc.*		10,785		$735,968
Danaher Corp.		7,750		420,205
Nielsen Holdings N.V.*		28,740		839,783
United Parcel Service, Inc., Class B		11,380		889,233
WESCO International, Inc.*		9,770		648,630
Total Industrials				4,917,385
Information Technology - 30.5%
Altera Corp.		12,040		428,263
Apple, Inc.*		3,139		1,833,929
Broadcom Corp., Class A*		12,905		472,323
eBay, Inc.*		21,330		875,596
Global Payments, Inc.		12,390		575,268
Google, Inc., Class A*		835		505,367
Informatica Corp.*		11,160		513,583
Mastercard, Inc., Class A		1,210		547,247
NeuStar, Inc., Class A*		16,610		603,773
QUALCOMM, Inc.		15,195		970,049
Teradata Corp.*		6,630		462,641
Total Information Technology				7,788,039
Materials - 1.7%
Ecolab, Inc.		6,940		442,008
Total Common Stocks (cost $21,572,774)				25,168,472
Other Investment Companies - 0.3%2
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06% (cost $89,787)		89,787		89,787
Total Investments - 98.8% (cost $21,662,561)				25,258,259
Other Assets, less Liabilities - 1.2%				301,169
Net Assets - 100.0%				$25,559,428

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

8

Managers Micro-Cap Fund

Fund Snapshots

April 30, 2012 (unaudited)

 Portfolio Breakdown

Industry	Managers Micro-Cap Fund**	Russell  Microcap® Index	Russell  2000® Index
Information Technology	28.6%	15.3%	29.8%
Industrials	18.6%	13.5%	12.4%
Consumer Discretionary	16.5%	13.5%	14.7%
Health Care	12.4%	16.7%	10.4%
Financials	9.2%	27.3%	4.3%
Materials	4.7%	4.2%	5.3%
Energy	3.4%	4.7%	10.1%
Consumer Staples	1.3%	2.5%	12.1%
Telecommunication Services	0.8%	1.1%	0.8%
Utilities	0.6%	1.2%	0.1%
Other Assets and Liabilities	3.9%	0.0%	0.0%

** As a percentage of net assets

 Top Ten Holdings

Security Name	% of Net Assets
Universal Stainless & Alloy*	1.4%
Body Central Corp.*	1.3
Benihana, Inc.	1.3
Acacia Research Corp.*	1.2
Steinway Musical Instruments, Inc.*	1.2
Koppers Holdings, Inc.	1.1
AZZ, Inc.*	1.1
FARO Technologies, Inc.*	1.0
Tyler Technologies, Inc.*	1.0
Columbus McKinnon Corp.*	1.0
Top Ten as a Group	11.6%

* Top Ten Holding at October 31, 2011

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

9

Managers Micro-Cap Fund

Schedule of Portfolio Investments

April 30, 2012 (unaudited)

	Shares		Value
Common Stocks - 96.1%
Consumer Discretionary - 16.5%
America’s Car-Mart, Inc.*		13,364		$613,942
Amerigon, Inc.*		31,000		443,300
Archipelago Learning, Inc.*		15,875		175,736
Arctic Cat, Inc.*		21,708		960,362
Benihana, Inc.		138,814		1,914,245
Big 5 Sporting Goods Corp.		20,315		170,037
Body Central Corp.*		64,070		1,945,806
Books-A-Million, Inc.		21,600		68,904
Cache, Inc.*		40,254		251,185
Caribou Coffee Co., Inc.*		40,149		658,845
Carrols Restaurant Group, Inc.*		17,900		269,932
Casual Male Retail Group, Inc.*		337,120		1,058,557
Core-Mark Holding Co, Inc.		4,633		178,834
Delta Apparel, Inc.*		44,700		639,657
Destination Maternity Corp.		14,585		289,366
Einstein Noah Restaurant Group, Inc.		18,000		254,700
Famous Dave’s Of America, Inc.*		7,425		74,027
Francesca’s Holdings Corp.*		22,035		690,797
Fred’s, Inc.		12,950		185,444
Fuel Systems Solutions, Inc.*		24,288		569,554
Grand Canyon Education, Inc.*		51,730		899,585
Haverty Furniture Cos, Inc.		14,450		173,400
Hibbett Sports, Inc.*		7,027		419,652
Hooker Furniture Corp.		14,285		169,134
Johnson Outdoors, Inc., Class A*		4,625		85,424
Kenneth Cole Productions, Inc.*		22,935		365,355
LeapFrog Enterprises, Inc.*		19,950		186,333
Lifetime Brands, Inc.		8,000		93,200
Lumber Liquidators Holdings, Inc.*		25,531		738,612
Mac-Gray Corp.		25,204		375,540
Marcus Corp.		30,025		375,613
Movado Group, Inc.		6,575		186,401
Multimedia Games Holding Co, Inc.*		16,650		189,144
Peet’s Coffee & Tea, Inc.*		8,969		688,999
Red Robin Gourmet Burgers, Inc.*		10,900		388,694
Rentrak Corp.*		11,752		222,348
RG Barry Corp.		95,186		1,212,670
Rocky Brands, Inc.*		6,325		89,499
rue21, Inc.*		26,158		793,895
Saga Communications, Inc.*		2,400		90,384
Shuffle Master, Inc.*		35,268		623,186
Standard Motor Products, Inc.		23,450		353,392

	Shares		Value
Steinway Musical Instruments, Inc.*		68,349		$1,723,079
True Religion Apparel, Inc.*		22,100		600,236
Universal Electronics, Inc.*		75,900		1,284,228
West Marine, Inc.*		15,600		182,676
Zagg, Inc.*		17,500		228,025
Zumiez, Inc.*		24,770		908,068
Total Consumer Discretionary				25,060,002
Consumer Staples - 1.3%
Annie’s, Inc.*		2,677		106,518
Inter Parfums, Inc.		15,169		238,912
Nash Finch Co.		26,500		665,150
Omega Protein Corp.*		24,525		175,599
Pantry, Inc., The*		20,075		256,157
Smart Balance, Inc.*		15,300		90,270
Spartan Stores, Inc.		17,950		327,229
Susser Holdings Corp.*		6,575		175,487
Total Consumer Staples				2,035,322
Energy - 3.4%
Bolt Technology Corp.		6,000		85,620
Cal Dive International, Inc.*		15,554		60,194
GeoResources, Inc.*		20,096		757,820
Global Geophysical Services, Inc.*		61,873		592,125
Gulf Island Fabrication, Inc.		13,391		375,216
Gulfport Energy Corp.*		34,900		914,729
Magnum Hunter Resources Corp.*		48,102		298,713
Mitcham Industries, Inc.*		11,600		275,616
Natural Gas Services Group, Inc.*		12,450		162,348
North American Energy Partners, Inc.*		67,364		264,067
OYO Geospace Corp.*		7,875		907,357
Panhandle Oil And Gas, Inc.		6,750		185,963
RigNet, Inc.*		6,400		109,312
TGC Industries, Inc.*		9,135		104,230
Total Energy				5,093,310
Financials - 9.2%
AMERISAFE, Inc.*		46,375		1,239,140
Associated Estates Realty Corp.		10,718		181,456
Bank Of Marin Bancorp		6,850		253,929
Boston Private Financial Holdings, Inc.		30,800		287,056
Cardinal Financial Corp.		23,850		287,869
CoBiz Financial, Inc.		33,100		206,875
Community Trust Bancorp, Inc.		11,361		362,984
Compass Diversified Holdings		86,700		1,272,756
Crawford & Co., Class B		36,860		175,822
Eagle Bancorp, Inc.*		5,500		97,845

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

10

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Financials - 9.2% (continued)
Financial Engines, Inc.*		16,806		$383,849
Financial Institutions, Inc.		10,875		184,005
First Merchants Corp.		15,850		195,430
First Pactrust Bancorp, Inc.		20,014		219,954
Flushing Financial Corp.		26,050		339,432
Great Southern Bancorp, Inc.		3,900		93,756
Hanover Capital Mortgage Holdings, Inc.*		8		162
Heartland Financial USA, Inc.		5,075		93,989
Home BancShares, Inc.		6,500		189,410
JMP Group, Inc.		12,150		90,031
Kite Realty Group Trust		35,300		180,383	��
Lakeland Financial Corp.		12,900		335,916
LaSalle Hotel Properties		16,600		488,206
MarketAxess Holdings, Inc.		9,419		323,166
Marlin Business Services Corp.		19,146		281,063
Meadowbrook Insurance Group, Inc.		37,283		329,209
Mission West Properties, Inc.		9,894		86,869
National Bankshares, Inc.		9,400		279,274
National Interstate Corp.		28,700		688,800
Northrim BanCorp, Inc.		33,126		726,784
OceanFirst Financial Corp., Inc.		12,550		182,853
Ramco-Gershenson Properties Trust		23,350		281,134
SeaBright Holdings, Inc.		22,200		199,578
Southside Bancshares, Inc.		11,742		239,540
SY Bancorp, Inc.		16,790		389,528
Territorial Bancorp, Inc.		8,225		178,647
United Financial Bancorp, Inc.		10,900		174,836
Urstadt Biddle Properties, Inc., Class A		9,000		173,160
Virginia Commerce Bancorp, Inc.*		11,350		88,871
Walker & Dunlop, Inc.*		6,900		90,045
Washington Banking Co.		32,300		450,262
Washington Trust Bancorp, Inc.		11,575		273,980
West Bancorporation, Inc.		9,625		92,400
Western Alliance Bancorp*		70,230		616,619
WisdomTree Investments, Inc.*		74,870		640,139
Total Financials				13,947,012
Health Care - 12.4%
ABIOMED, Inc.*		18,872		459,156
Akorn, Inc.*		94,320		1,144,101
Albany Molecular Research, Inc.*		27,900		89,001
Amarin Corp. PLC, ADR*		25,189		307,558
AMN Healthcare Services, Inc.*		23,195		155,638
AngioDynamics, Inc.*		21,225		262,765
Assisted Living Concepts, Inc., Class A		21,900		392,229

	Shares		Value
BioScrip, Inc.*		95,400		$706,914
Cantel Medical Corp.		15,662		367,744
Conceptus, Inc.*		30,894		579,880
Cross Country Healthcare, Inc.*		37,800		174,258
DexCom, Inc.*		38,189		373,870
Dynavax Technologies Corp.*		137,715		689,952
Endologix, Inc.*		85,124		1,275,158
Ensign Group, Inc., The		6,175		164,934
Epocrates, Inc.*		19,920		162,149
Exactech, Inc.*		37,500		581,250
Fluidigm Corp.*		42,923		670,028
Genomic Health, Inc.*		18,427		528,118
Greenway Medical Technologies*		47,768		735,627
HealthStream, Inc.*		50,732		1,162,777
Insulet Corp.*		38,369		685,270
Kensey Nash Corp.		25,800		733,494
Medtox Scientific, Inc.*		4,675		103,318
Meridian Bioscience, Inc.		18,700		384,285
Metropolitan Health Networks, Inc.*		32,850		245,718
MWI Veterinary Supply, Inc.*		3,654		344,938
NxStage Medical, Inc.*		22,357		380,069
Optimer Pharmaceuticals, Inc.*		39,400		583,120
OraSure Technologies, Inc.*		66,052		757,616
Progenics Pharmaceuticals, Inc.*		16,800		184,632
RTI Biologics, Inc.*		50,200		175,700
Sagent Pharmaceuticals, Inc.*		13,874		249,593
Staar Surgical Co.*		47,900		525,463
SurModics, Inc.*		12,100		178,959
Synergetics USA, Inc.*		29,950		195,274
US Physical Therapy, Inc.		51,476		1,254,985
Vocera Communications, Inc.*		30,909		684,634
Young Innovations, Inc.		5,847		198,798
Total Health Care				18,848,973
Industrials - 18.6%
Acacia Research Corp.*		44,200		1,812,200
ACCO Brands Corp.*		94,400		995,920
Air Transport Services Group, Inc.*		136,000		720,800
Alamo Group, Inc.		5,959		200,699
Allied Defense Group, Inc., The*		38,600		121,590
Apogee Enterprises, Inc.		12,920		198,451
Asta Funding, Inc.		48,800		413,824
Astronics Corp.*		18,614		590,994
AZZ, Inc.		31,000		1,603,010
CAI International, Inc.*		17,725		366,198
Capstone Turbine Corp.*		473,233		515,824

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

11

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Industrials - 18.6% (continued)
Cascade Corp.		6,875		$323,606
Celadon Group, Inc.		23,182		362,335
Chart Industries, Inc.*		12,800		978,304
Columbus McKinnon Corp.*		101,600		1,506,728
Commercial Vehicle Group, Inc.*		26,929		286,525
CRA International, Inc.*		10,650		217,792
Ducommun, Inc.*		27,600		325,680
Dynamic Materials Corp.		41,114		751,564
Encore Capital Group, Inc.*		22,084		523,391
Ennis, Inc.		44,350		698,956
Exponent, Inc.*		6,930		331,254
Furmanite Corp.*		47,400		296,724
G&K Services, Inc., Class A		7,350		241,521
Gibraltar Industries, Inc.*		12,675		171,366
GP Strategies Corp.*		11,249		188,758
Graham Corp.		32,489		717,357
Greenbrier Cos, Inc.*		33,200		572,700
Heidrick & Struggles International, Inc.		8,100		157,950
Heritage-Crystal Clean, Inc.*		22,367		473,062
Hurco Cos, Inc.*		20,921		550,850
Interface, Inc., Class A		50,300		712,248
KEYW Holding Corp. (The)*		55,300		519,820
LB Foster Co., Class A		13,150		352,551
LMI Aerospace, Inc.*		8,900		162,781
Manitex International, Inc.*		36,501		347,855
Marten Transport, Ltd.		20,325		428,248
Met-Pro Corp.		27,725		276,141
Michael Baker Corp.*		14,600		328,938
Miller Industries Inc.		15,875		260,350
Multi-Color Corp.		7,725		164,697
MYR Group, Inc.*		23,439		391,900
NN, Inc.*		37,250		294,647
Old Dominion Freight Line, Inc.*		6,150		273,491
Orion Marine Group, Inc.*		20,200		139,784
PGT, Inc.*		152,400		310,896
Pike Electric Corp.*		22,600		185,772
Proto Labs, Inc.*		6,246		231,727
RBC Bearings, Inc.*		12,746		597,532
Rush Enterprises, Inc.*		26,274		475,034
Saia, Inc.*		21,566		405,009
SeaCube Container Leasing, Ltd.		14,585		270,552
Standard Parking Corp.*		13,821		263,428
Sun Hydraulics Corp.		29,350		734,631
Thermon Group Holdings, Inc.*		42,932		953,949

	Shares		Value
Titan International, Inc.		11,382		$328,826
Universal Truckload Services, Inc.		11,475		179,010
US Ecology, Inc.		18,071		391,779
Vitran Corp, Inc.*		30,787		264,460
Wabash National Corp.*		45,330		379,412
Zipcar, Inc.*		24,397		293,984
Total Industrials				28,135,385
Information Technology - 28.6%
Active Network Inc, The*		42,115		707,532
Actuate Corp.*		50,938		361,660
Allot Communications, Ltd.*		35,460		870,188
American Software Inc., Class A		31,350		259,578
Anaren, Inc.*		19,725		355,839
Angie’s List, Inc.*		26,596		371,014
Aspen Technology, Inc.*		37,100		733,838
AuthenTec, Inc.*		63,700		207,025
Bazaarvoice, Inc.*		5,999		118,840
Brightcove, Inc.*		16,944		317,700
BroadSoft, Inc.*		9,985		427,458
Callidus Software, Inc.*		65,347		517,548
Carbonite, Inc.*		29,068		232,253
Cohu, Inc.		14,925		163,876
Computer Task Group, Inc.*		66,750		962,535
comScore, Inc.*		51,023		1,016,378
Constant Contact, Inc.*		16,820		406,539
Cornerstone OnDemand, Inc.*		59,803		1,242,706
CTS Corp.		35,500		380,915
Datalink Corp.*		28,300		288,094
DDi Corp.		6,800		88,264
Demandware, Inc.*		21,703		591,407
Digi International, Inc.*		38,683		358,978
Digimarc Corp.		3,100		81,065
DSP Group, Inc.*		41,400		270,756
DTS Inc.*		8,820		275,184
Echo Global Logistics, Inc.*		20,964		357,017
Electro Rent Corp.		9,241		143,975
Ellie Mae, Inc.*		90,284		1,170,081
Envivio, Inc.*		35,500		328,375
EPAM Systems, Inc.*		62,480		1,289,587
ExlService Holdings, Inc.*		23,381		647,186
FARO Technologies, Inc.*		28,100		1,573,038
Globecomm Systems, Inc.*		23,500		333,230
Glu Mobile, Inc.*		71,900		327,145
Hackett Group, Inc., The*		15,200		86,792
hiSoft Technology International, Ltd., ADR*		33,726		479,584

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

12

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 28.6% (continued)
Imperva, Inc.*		27,311		$949,603
InfoSpace, Inc.*		21,375		237,904
Inphi Corp.*		42,357		429,924
Interactive Intelligence Group, Inc.*		38,900		1,153,774
IXYS Corp.*		28,712		357,752
Kenexa Corp.*		20,861		681,529
Lionbridge Technologies, Inc.*		34,200		94,050
Liquidity Services, Inc.*		5,326		284,036
LivePerson, Inc.*		74,627		1,185,077
LogMeln, Inc.*		7,405		266,654
LTX-credence Corp.*		26,200		180,780
MaxLinear, Inc., Class A*		24,974		121,124
Maxwell Technologies, Inc.*		26,465		251,682
Methode Electronics, Inc.		38,668		326,745
Monolithic Power Systems, Inc.*		21,390		443,201
Multi-Fineline Electronix, Inc.*		3,075		81,457
NIC, Inc.		76,000		850,440
NQ Mobile, Inc., ADR*		42,784		497,578
OCZ Technology Group, Inc.*		56,926		335,863
Oplink Communications, Inc.*		23,869		378,085
PC Connection, Inc.		22,046		176,809
Procera Networks, Inc.*		22,017		457,073
Proofpoint, Inc.*		40,000		524,000
PROS Holdings, Inc.*		19,196		377,969
Radisys Corp.*		26,225		166,529
RDA Microelectronics, Inc., ADR*		64,287		827,374
Responsys, Inc.*		75,081		959,535
Rubicon Technology, Inc.*		21,100		199,395
SciQuest, Inc.*		32,878		488,238
ServiceSource International, Inc.*		15,096		250,292
Sierra Wireless, Inc.*		51,011		347,385
Sourcefire, Inc.*		10,184		519,282
SPS Commerce, Inc.*		27,105		754,061
Stamps.com, Inc.*		19,217		557,870
STEC, Inc.*		21,600		179,064
Symmetricom, Inc.*		29,242		162,586
Synchronoss Technologies, Inc.*		8,773		274,595
Tangoe, Inc.*		64,130		1,313,382
TechTarget, Inc.*		12,200		90,768
Tessco Technologies, Inc.		52,400		1,048,000
TNS, Inc.*		22,600		461,040

	Shares		Value
Tyler Technologies, Inc.*		38,900		$1,554,055
Velti PLC*		62,731		749,635
Virtusa Corp.*		50,888		767,900
Vishay Precision Group, Inc.*		12,450		180,276
Volterra Semiconductor Corp.*		41,524		1,365,724
Xyratex, Ltd.		73,500		1,067,220
Total Information Technology				43,270,495
Materials - 4.7%
Flotek Industries, Inc.*		53,845		734,446
Koppers Holdings, Inc.		43,459		1,689,686
Landec Corp.*		29,800		191,912
Materion Corp.*		27,247		673,274
Myers Industries, Inc.		25,700		424,821
Omnova Solutions, Inc.*		116,800		915,712
Penford Corp.*		11,400		94,620
Spartech Corp.*		35,650		173,972
UFP Technologies, Inc.*		4,925		89,586
Universal Stainless & Alloy*		46,950		2,178,480
Total Materials				7,166,509
Telecommunication Services - 0.8%
IDT Corp.		20,600		173,452
Premiere Global Services, Inc.*		39,100		349,945
SureWest Communications		15,925		359,587
Towerstream Corp.*		72,600		333,234
Total Telecommunication Services				1,216,218
Utilities - 0.6%
Chesapeake Utilities Corp.		8,475		356,119
Unitil Corp.		21,000		555,660
Total Utilities				911,779
Total Common Stocks (cost $113,718,568)				145,685,005
Exchange Traded Funds - 0.2%
SPDR S&P Regional Banking ETF (cost $254,534)		12,200		342,454
Other Investment Companies - 2.7%2
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06% (cost $4,034,592)		4,034,592		4,034,592
Total Investments - 99.0% (cost $118,007,694)				150,062,051
Other Assets, less Liabilities - 1.0%				1,449,342
Net Assets - 100.0%				$151,511,393

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

13

Managers Real Estate Securities Fund

Fund Snapshots

April 30, 2012 (unaudited)

 Portfolio Breakdown

Industry	Managers Real Estate Securities  Fund**
REITs (Apartments)	20.4%
REITs (Regional Malls)	15.0%
REITs (Office Property)	13.6%
REITs (Health Care)	12.7%
REITs (Diversified)	9.7%
REITs (Shopping Centers)	7.0%
REITs (Hotels)	6.4%
REITs (Storage)	5.2%
REITs (Warehouse/Industrials)	4.9%
REITs (Single Tenant)	1.2%
Other Assets and Liabilities	3.9%

** As a percentage of net assets

 Top Ten Holdings

Security Name	% of Net Assets	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.
Simon Property Group, Inc.*	7.5%
Equity Residential*	5.5
Public Storage*	5.2
ProLogis, Inc.*	4.9
Health Care REIT, Inc.*	4.7
Ventas, Inc.*	4.6
Boston Properties, Inc.*	4.1
HCP, Inc.*	3.4
Macerich Co., The*	3.4
Digital Realty Trust, Inc.	3.3
Top Ten as a Group	46.6%

* Top Ten Holding at October 31, 2011

14

Managers Real Estate Securities Fund

Schedule of Portfolio Investments

April 30, 2012 (unaudited)

	Shares		Value
REITs - 96.1%
Apartments - 20.4%
American Campus Communities, Inc.		25,530		$1,134,808
AvalonBay Communities, Inc.		20,380		2,963,252
BRE Properties, Inc.		15,480		812,700
Camden Property Trust		27,930		1,890,023
Colonial Properties Trust		71,010		1,588,494
Equity Residential		93,380		5,737,267
Essex Property Trust, Inc.		18,380		2,903,489
Home Properties, Inc.		21,290		1,299,754
UDR, Inc.		109,650		2,887,085
Total Apartments				21,216,872
Diversified - 9.7%
Digital Realty Trust, Inc.		45,290		3,400,826
Duke Realty Corp.		126,160		1,869,691
Liberty Property Trust		33,910		1,236,019
Retail Properties Of America, Inc., Class A*		34,640		313,492
Vornado Realty Trust		37,780		3,243,035
Total Diversified				10,063,063
Health Care - 12.7%
HCP, Inc.		86,140		3,570,503
Health Care REIT, Inc.		86,460		4,898,824
Ventas, Inc.		80,590		4,737,886
Total Health Care				13,207,213
Hotels - 6.4%
DiamondRock Hospitality Co.		55,930		594,536
Host Hotels & Resorts, Inc.		143,790		2,392,666
LaSalle Hotel Properties		29,840		877,594
Pebblebrook Hotel Trust		15,110		363,849
RLJ Lodging Trust		72,760		1,366,433
Sunstone Hotel Investors, Inc.*		97,860		998,172
Total Hotels				6,593,250
Office Properties - 13.6%
Alexandria Real Estate Equities, Inc.		31,570		2,365,224
Boston Properties, Inc.		39,600		4,286,700
Brandywine Realty Trust		76,930		912,390

	Shares		Value
CommonWealth REIT		81,330		$1,524,938
Hudson Pacific Properties, Inc.		25,990		411,422
Mack-Cali Realty Corp.		61,760		1,773,747
SL Green Realty Corp.		35,020		2,887,049
Total Office Properties				14,161,470
Regional Malls - 15.0%
General Growth Properties, Inc.		91,270		1,624,606
Macerich Co., The		57,800		3,558,746
Simon Property Group, Inc.		50,020		7,783,112
Tanger Factory Outlet Centers		59,690		1,869,491
Taubman Centers, Inc.		10,110		780,290
Total Regional Malls				15,616,245
Shopping Centers - 7.0%
Acadia Realty Trust		19,130		443,433
DDR Corp.		177,340		2,624,632
Equity One, Inc.		19,090		396,690
Kimco Realty Corp.		140,100		2,719,341
Regency Centers Corp.		23,680		1,064,653
Total Shopping Centers				7,248,749
Single Tenant - 1.2%
National Retail Properties, Inc.		46,850		1,282,753
Storage - 5.2%
Public Storage		37,350		5,350,761
Warehouse/Industrials - 4.9%
ProLogis, Inc.		141,600		5,066,448
Total REITs (cost $87,495,880)				99,806,824
Other Investment Companies - 3.9%2
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06% (cost $4,070,749)		4,070,749		4,070,749
Total Investments - 100.0% (cost $91,566,629)				103,877,573
Other Assets, less Liabilities - 0.0%#				(48,332	)
Net Assets - 100.0%				$103,829,241

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

15

Managers California Intermediate Tax-Free Fund

Fund Snapshots

April 30, 2012 (unaudited)

 Portfolio Breakdown

Rating	Managers   California   Intermediate   Tax-Free Fund**
Aaa	0.7%
Aa	53.0%
A	46.3%
** As a percentage of market value of fixed income securities Chart does not include equity securities

 Top Ten Holdings

Security Name	% of Net Assets
Santa Ana, CA Unified School District, Election 2008, Series A, 5.250%, 08/01/25*	5.4%
Los Angeles, CA Municipal Improvement Corp. Lease Revenue, Police Headquarters Facility, Series A, 5.000%, 01/01/25 (FGIC Insured)*	3.1
San Bernardino, CA Community College District, Election 2008, Series A, 6.25%, 08/01/23*	2.9
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Series A, 4.375%, 08/01/20*	2.8
Los Angeles, CA Municipal Improvement Lease Revenue, Capital Equipment, Series A, 5.000%, 09/01/23*	2.6
Val Verde, CA Unified School District General Obligation, Election 2008, Series A, 5.500%, 08/01/24*	2.6
Port of Oakland, CA Series B, 5.000%, 11/01/21 (National Insured)*	2.6
Fairfield-Suisun, CA Unified School District General Obligation, Election 2002, 5.000%, 08/01/24 (National Insured)*	2.2	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.
California State Public Works Board, Series A, 5.000%, 04/01/24*	2.2
San Bernardino, CA Community College District General Obligation, Election 2008, Series A, 6.375%, 08/01/26*	2.2
Top Ten as a Group	28.6%
*     Top Ten Holding at October 31, 2011

16

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments

April 30, 2012 (unaudited)

	Principal Amount		Value
Municipal Bonds - 97.9%
Alvord, CA Unified School District General Obligation, Election 2007, Series A, 5.000%, 08/01/23 (AGM Insured)		$285,000		$321,377
Alvord, CA Unified School District General Obligation, Series A, 5.900%, 02/01/17 (National Insured)		110,000		128,291
Alvord, CA Unified School District General Obligation, Series A, 5.900%, 02/01/24 (National Insured)		225,000		273,953
Bakersfield, CA City School District, Series A, 5.250%, 11/01/21 (AGM Insured)		110,000		121,723
Bakersfield, CA Wastewater Revenue, Series A, 5.000%, 09/15/19 (AGM Insured)		175,000		198,912
Bakersfield, CA Wastewater Revenue, Series A, 5.000%, 09/15/22 (AGM Insured)		200,000		221,356
Barstow, CA Unified Unified School District General Obligation, Election 2001, Series B, 5.000%, 08/01/24 (National Insured)		375,000		390,398
Bay Area, CA Toll Authority Toll Bridge Revenue, Series F, 5.000%, 04/01/17		20,000		23,614
Bay Area, CA Toll Authority Toll Bridge Revenue, Series F, 5.000%, 04/01/22		35,000		40,255
Benicia, CA Unified School District General Obligation, 4.000%, 08/01/19		100,000		111,990
Bonita, CA Unified School District, Election 2004, Series B, 5.000%, 08/01/16 (FGIC Insured)		50,000		57,302
Butte-Glenn Counties, CA Community College District General Obligation, Series B, 5.000%, 08/01/23 (National Insured)		325,000		358,273
California Resource Efficiency Financing Authority, Series A, 5.000%, 07/01/23 (AMBAC Insured)		50,000		50,729
California State Department of Water Resources, Water System Revenue, Series A, 5.000%, 12/01/20		25,000		30,113
California State Public Works Board, Series A, 6.000%, 04/01/24		500,000		597,115
California State Public Works Board, Series B, 5.250%, 03/01/19 (AMBAC Insured)		200,000		200,594
California State Public Works Board, Series C, 4.500%, 06/01/17		50,000		57,943
Carlsbad, CA Unified School District General Obligation, Election 2006, Series A, 5.000%, 08/01/21 (National Insured)		20,000		22,706
Carlsbad, CA Unified School District General Obligation, Series B, 5.250%, 05/01/25		70,000		81,211
Centinela Valley Union High School District, Series A, 5.500%, 02/01/24 (National Insured)		100,000		117,327
Central Marin, CA Sanitation Agency Revenue, 5.000%, 09/01/21 (National Insured)		100,000		110,148
Central, CA Unified School District General Obligation, 5.000%, 07/01/21 (National Insured)		75,000		79,797
Central, CA Unified School District General Obligation, 5.000%, 08/01/22 (Assured Guaranty)		25,000		28,902
Central, CA Unified School District General Obligation, 5.000%, 07/01/23 (National Insured)		25,000		26,366
Cerritos, CA Community College General Obligation, Election 2004, Series C, 5.250%, 08/01/25		15,000		17,309
Citrus, CA Community College District General Obligation, Election 2004, Series B, 5.000%, 06/01/22 (National Insured)		20,000		22,289
City of El Paso De Robles, CA General Obligation, 5.000%, 08/01/23 (National Insured)		125,000		135,344
City of El Paso De Robles, CA General Obligation, 5.000%, 08/01/25 (National Insured)		250,000		266,978
City of El Paso De Robles, CA General Obligation, 5.000%, 08/01/27 (National Insured)		20,000		21,263
Clovis, CA Unified School District General Obligation, Election 2004, Series B, 5.000%, 08/01/23 (National Insured)		115,000		125,295
Clovis, CA Unified School District General Obligation, Election 2004, Series B, 5.000%, 08/01/25 (National Insured)		65,000		69,980
Corona-Norca, CA Unified School District, Election 2006, Series A, 5.000%, 08/01/25 (AGM Insured)		50,000		54,741
Covina-Valley, CA Unified School District, Election 2006, Series A, 5.000%, 08/01/21 (National Insured)		410,000		436,470
Desert Sands CA Unified School District, Election 2001, 5.000%, 06/01/22 (AMBAC Insured)		40,000		44,960
Desert Sands, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/16		50,000		57,771
Desert Sands, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/26		175,000		197,015
Desert Sands, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/27		245,000		274,182
Desert Sands, CA Unified School District General Obligation, Election 2001, 5.500%, 08/01/28		25,000		28,503
Eastern, CA Municipal Water District, Water & Sewer Revenue, Series A, 5.000%, 07/01/21 (National Insured)		330,000		370,593

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

17

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Municipal Bonds - 97.9% (continued)
El Monte, CA City School District General Obligation, Election 2004, Series A, 4.250%, 05/01/15 (FGIC Insured)		$175,000		$191,900
El Monte, CA Union High School District General Obligation, Election 2002, Series C, 5.000%, 06/01/21 (AGM Insured)		40,000		45,605
Fairfield-Suisun, CA Unified School District General Obligation, 5.000%, 08/01/27 (National Insured)		100,000		102,179
Fairfield-Suisun, CA Unified School District General Obligation, Election 2002, 5.000%, 08/01/24 (National Insured)		565,000		601,363
Fairfield-Suisun, CA Unified School District General Obligation, Election 2002, 5.250%, 08/01/23 (National Insured)		240,000		257,578
Fairfield-Suisun, CA Unified School District, Election 2002, 5.250%, 08/01/16 (National Insured)		70,000		76,684
Fresno County, CA Unified School District General Obligation, Series C, 5.900%, 08/01/22 (National Insured)		25,000		30,188
Golden West, CA Schools Financing Authority General Obligation, 5.250%, 09/01/24 (National Insured)		365,000		459,411
Grossmont, CA Union High School District General Obligation, 5.000%, 08/01/23 (National Insured)		85,000		92,634
Grossmont-Cuyamaca, CA Community College District General Obligation, Series C, 5.000%, 08/01/24 (Assured Guaranty)		50,000		57,152
Hemet, CA Unified School District General Obligation, Series A, 5.000%, 08/01/22 (AGM Insured)		125,000		137,964
Imperial, CA Irrigation District Electric System Revenue, Series A, 5.250%, 11/01/24		100,000		115,290
Long Beach, CA Unified School District General Obligation Refunding, Series A, 5.000%, 08/01/25		30,000		34,518
Long Beach, CA Unified School District General Obligation, Series A, 5.500%, 08/01/26		85,000		98,680
Los Angeles County, CA Metropolitan Transportation Authority Sales Tax Revenue, Proposition C, Series E, 5.000%, 07/01/25		35,000		40,504
Los Angeles County, CA Public Works Financing Authority, 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		29,562
Los Angeles County, CA Sanitation Districts Financing Authority Capital Projects Revenue, 5.000%, 10/01/23 (FGIC Insured)		80,000		88,768
Los Angeles, CA Harbor Department Revenue, Series A, 4.000%, 08/01/17		25,000		28,753
Los Angeles, CA Harbor Department Revenue, Series B, 5.000%, 08/01/20 (National Insured)		275,000		311,451
Los Angeles, CA Municipal Improvement Corp. Lease Revenue, Police Headquarters Facility, Series A, 5.000%, 01/01/25 (FGIC Insured)		780,000		837,517
Los Angeles, CA Municipal Improvement Corp. Lease Revenue, Real Property, Series B, 4.750%, 09/01/26		100,000		105,409
Los Angeles, CA Municipal Improvement Corp. Lease Revenue, Series A, 5.000%, 09/01/24		100,000		109,812
Los Angeles, CA Municipal Improvement Corp. Lease Revenue, Series B1, 5.000%, 08/01/26 (FGIC Insured)		200,000		208,256
Los Angeles, CA Municipal Improvement Corp. Lease Revenue, Series C, 5.000%, 09/01/18		300,000		349,359
Los Angeles, CA Municipal Improvement Corp. Revenue, Series B1, 5.000%, 08/01/21 (FGIC Insured)		125,000		131,944
Los Angeles, CA Municipal Improvement Corp. Revenue, Series B1, 5.000%, 08/01/23 (FGIC Insured)		50,000		52,452
Los Angeles, CA Municipal Improvement Lease Revenue, Capital Equipment, Series A, 5.000%, 09/01/16		160,000		182,296
Los Angeles, CA Municipal Improvement Lease Revenue, Capital Equipment, Series A, 5.000%, 09/01/23		640,000		706,650
Los Angeles, CA Municipal Improvement Revenue, Capital Equipment, Series 2008 A, 5.000%, 09/01/25		50,000		54,607
Los Angeles, CA Unified School District General Obligation, Election 2004, Series G, 5.000%, 07/01/24 (AMBAC Insured)		35,000		39,112
Monrovia, CA Unified School District General Obligation, Election 2006, Series B, 5.250%, 08/01/25 (FSA Insured)		30,000		33,638
Montebello, CA Unified School District General Obligation, Election 2004, 4.200%, 08/01/22 (National Insured)		100,000		104,531
Moreland, CA School District General Obligation, Series A, 5.000%, 08/01/15 (AMBAC Insured)		50,000		55,470
Moreno Valley, CA Unified School District, 5.000%, 08/01/17 (National Insured)		50,000		56,447
Moreno Valley, CA Unified School District General Obligation, 5.000%, 08/01/16 (National Insured)		25,000		27,842
Orange County, CA Sanitation District COP, Series A, 5.000%, 02/01/22		135,000		159,868
Peralta, CA Community College District General Obligation, Election 2006, Series B, 5.250%, 08/01/22 (AGM Insured)		45,000		50,739

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

18

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Municipal Bonds - 97.9% (continued)
Peralta, CA Community College District General Obligation, Series A, 5.000%, 08/01/24 (National Insured)		$50,000		$55,002
Perris, CA Union High School District General Obligation, Election 2004, Series A, 5.000%, 09/01/26 (FGIC Insured)		15,000		15,744
Placentia-Yorba Linda, CA Unified School District General Obligation, Election 2002, Series B, 5.500%, 08/01/27 (FGIC Insured)		65,000		69,183
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/17 (National Insured)		10,000		11,397
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/22 (National Insured)		30,000		32,481
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/26 (National Insured)		275,000		290,249
Port of Oakland, CA Revenue, Series C, 5.000%, 11/01/15 (National Insured)		310,000		342,562
Port of Oakland, CA Revenue, Series C, 5.000%, 11/01/17 (National Insured)		275,000		313,423
Port of Oakland, CA Series B, 5.000%, 11/01/16 (National Insured)		255,000		287,257
Port of Oakland, CA Series B, 5.000%, 11/01/21 (National Insured)		625,000		683,250
Port of Oakland, CA Series B, 5.000%, 11/01/24 (National Insured)		75,000		80,192
Puerto Rico Sales Tax Financing Corp. Revenue, Prerefunded, Series 2009 A, 5.000%, 08/01/18		20,000		24,831
Puerto Rico Sales Tax Financing Corp. Revenue, Unrefunded Balance, Series 2009 A, 5.000%, 08/01/18		50,000		57,464
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Series A, 4.375%, 08/01/20		685,000		750,130
Rescue, CA Union School District General Obligation, 5.000%, 09/01/21 (National Insured)		25,000		30,009
Rescue, CA Union School District General Obligation, 5.000%, 07/01/23 (National Insured)		50,000		59,948
Riverside, CA Community College District, 5.000%, 08/01/24 (AGM Insured)		35,000		38,829
Rosemead, CA School District General Obligation, Election 2000, Series B, 5.125%, 08/01/27 (FGIC Insured)		25,000		25,600
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.250%, 08/01/24 (AGM Insured)		150,000		171,402
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.250%, 08/01/25 (AGM Insured)		55,000		61,820
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.250%, 08/01/26 (AGM Insured)		145,000		161,991
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.500%, 08/01/28 (AGM Insured)		125,000		140,613
Roseville, CA Joint Union High School District General Obligation, Election 2004, Series A, 5.000%, 08/01/26 (FGIC Insured)		120,000		127,696
Sacramento, CA Municipal Utility District Electric Revenue, Series K, 5.250%, 07/01/24 (AMBAC Insured)		145,000		177,400
Sacramento, CA Municipal Utility District Unrefunded Balance Revenue, Series R, 5.000%, 08/15/18 (National Insured)		45,000		47,509
San Bernardino, CA Community College District General Obligation, Election 2008, Series A, 6.375%, 08/01/26		480,000		589,699
San Bernardino, CA Community College District General Obligation, Series C, 5.000%, 08/01/26 (AGM Insured)		175,000		196,180
San Bernardino, CA Community College District, Election 2008, Series A, 6.250%, 08/01/23		620,000		773,934
San Diego, CA Public Facilities Financing Authority Sewer Revenue, Series B, 5.000%, 05/15/21		50,000		60,014
San Diego, CA Public Facilities Financing Authority Water Revenue, Series B, 5.000%, 08/01/20		30,000		36,629
San Diego, CA Unified Port District Revenue, Series B, 5.000%, 09/01/23 (National Insured)		325,000		339,199
San Francisco, CA City & County Airports Commission Revenue, Second Series Issue 32F, 5.250%, 05/01/17 (FGIC Insured)		465,000		552,057
San Francisco, CA City & County Airports Commission Revenue, Second Series, Issue 34F, 5.000%, 05/01/16 (Assured Guaranty)		95,000		109,280
San Francisco, CA City and County General Obligation, Laguna Honda Hospital, Series R3, 5.000%, 06/15/23		50,000		55,067
San Francisco, CA City & County Unified School District General Obligation, Election 2003, Series C, 5.000%, 06/15/22 (National Insured)		55,000		61,257
San Juan, CA Unified School District General Obligation, Election 2002, Series A, 5.000%, 08/01/16 (National Insured)		150,000		163,598
Santa Ana, CA Unified School District General Obligation, Series A, 5.250%, 08/01/26		500,000		551,030
Santa Ana, CA Unified School District, Election 2008, Series A, 5.250%, 08/01/25		1,300,000		1,440,387

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

19

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Municipal Bonds - 97.9% (continued)
Santa Clara County, CA East Side Union High School District General Obligation, Election 2002, Series D, 5.000%, 08/01/19 (XLCA Insured)		$330,000		$347,358
Santa Clara County, CA East Side Union High School District General Obligation, Election 2002, Series H, 5.000%, 08/01/19 (Assured Guaranty)		100,000		117,911
Santa Clara County, CA East Side Union High School District General Obligation, Series A, 4.000%, 09/01/18 (AMBAC Insured)		75,000		82,185
Santa Clara County, CA East Side Union High School District General Obligation, Series B, 5.100%, 02/01/16 (National Insured)		250,000		284,310
Santa Clara County, CA East Side Union High School District General Obligation, Series B, 5.100%, 02/01/22 (National Insured)		500,000		589,515
Santa Clara County, CA East Side Union High School District General Obligation, Series B, 5.250%, 02/01/24 (National Insured)		40,000		48,147
Santa Clara County, CA Financing Authority Lease Revenue, Series A, 5.000%, 11/15/21		185,000		214,774
Santa Clara County, CA San Jose Unified School District General Obligation, Election 2002, Series C, 5.000%, 08/01/24 (FGIC Insured)		200,000		221,882
Santa Rosa, CA High School District, Election of 2002, 5.000%, 08/01/19 (National Insured)		100,000		102,829
Sierra Sands, CA Unified School District General Obligation, Series A, 5.000%, 11/01/22 (FGIC Insured)		50,000		54,197
Sierra, CA Joint Community College District, School Facilities District No. 1, Election 2004, 5.000%, 08/01/24 (National Insured)		100,000		109,177
Sierra, CA Joint Community College District, School Facilities District No. 1, Election 2004, 5.000%, 08/01/25 (National Insured)		100,000		108,070
Solano County, CA Community College District, 4.000%, 08/01/15 (National Insured)		25,000		27,574
Solano County, CA Community College District, 5.000%, 08/01/16 (National Insured)		40,000		45,246
Sonoma County, CA Junior College District General Obligation, Series D, 5.000%, 08/01/16		15,000		17,487
South Western, CA Community College District General Obligation, 5.000%, 08/01/23 (National Insured)		285,000		319,568
Southern California Public Power Authority Revenue, Southern Transmission Project, Series B, 5.750%, 07/01/24		75,000		89,165
Sweetwater, CA Authority Water Revenue, 5.000%, 04/01/17 (AMBAC Insured)		50,000		56,031
Tahoe-Truckee, CA Unified School District General Obligation, 5.500%, 08/01/19 (National Insured)		75,000		94,172
Tracy, CA Joint Unified School District General Obligation, Election 2006, 5.000%, 08/01/25 (Assured Guaranty)		100,000		106,228
Tustin, CA Unified School District No. 2002-1 General Obligation, Election 2002, Series B, 4.250%, 06/01/15 (AMBAC Insured)		50,000		55,009
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/16 (National Insured)		120,000		132,686
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/17 (National Insured)		40,000		43,843
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/22 (National Insured)		15,000		16,069
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/25 (AMBAC Insured)		350,000		368,469
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/26 (AMBAC Insured)		85,000		89,896
Val Verde, CA Unified School District General Obligation, Election 2008, Series A, 5.500%, 08/01/22		100,000		114,196
Val Verde, CA Unified School District General Obligation, Election 2008, Series A, 5.500%, 08/01/24		615,000		691,125
West Contra Costa, CA Unified School District General Obligation, Election 2005, Series B, 6.000%, 08/01/21		75,000		96,329
Wiseburn, CA School District, Class A, 5.000%, 08/01/16 (National Insured)		75,000		84,067

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

20

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Municipal Bonds - 97.9% (continued)
Yosemite, CA Community College District General Obligation, Election 2004, Series A, 5.000%, 08/01/22 (FGIC Insured)		$515,000		$578,659
Yuba, CA Community College District General Obligation, Election 2006, Series A, 5.000%, 08/01/23 (AMBAC Insured)		90,000		100,056
Yuba, CA Community College District General Obligation, Election 2006, Series A, 5.000%, 08/01/24 (AMBAC Insured)		25,000		27,600
Total Municipal Bonds(cost $24,474,915)				26,274,512
	Shares
Other Investment Companies - 0.7%2
BlackRock Liquidity Funds, Institutional Class Shares - California Money Fund, 0.06% (cost $187,025)		187,025		187,025
Total Investments - 98.6% (cost $24,661,940)4				26,461,537
Other Assets, less Liabilities - 1.4%				386,371
Net Assets - 100.0%				$26,847,908

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

21

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, 2012, the cost of securities for Federal income tax purposes and the gross aggregate unrealized appreciation and/or depreciation based on tax cost were approximately:

Fund	Cost		Appreciation		Depreciation		Net
Managers Frontier Small Cap Growth Fund		$92,902,120		$13,711,921		$(7,229,520)		$6,482,401
Managers AMG TSCM Growth Equity Fund		21,768,564		3,672,477		(182,782)		3,489,695
Managers Micro-Cap Fund		118,808,463		35,580,995		(4,327,407)		31,253,588
Managers Real Estate Securities Fund		92,835,596		11,045,032		(3,055)		11,041,977
Managers California Intermediate Tax-Free Fund		24,661,940		1,804,366		(4,769)		1,799,597

* Non-income-producing security.

¹  Some or all of these securities were out on loan to various brokers as of April 30, 2012 amounting to:

Fund	Market  Value		% of Net  Assets
Managers Frontier Small Cap Growth		$4,347,826		4.6	%

²  Yield shown for each investment company represents the April 30, 2012, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

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

⁴  At April 30, 2012, the concentration of the Fund’s investments by state or territory determined as a percentage of net assets was as follows: California 94.8% and Puerto Rico 3.1%. At April 30, 2012, 64.1% 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 37.9% and FGIC 12.2%.

As of April 30, 2012, the securities in Managers Frontier Small Cap Growth Fund, Managers AMG TSCM Growth Equity Fund, and Managers Real Estate Fund were all Level 1 inputs. For a detailed break-out of the common stocks by major industry classification, please refer to the respective Schedule of Portfolio Investments.

The following table summarizes the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of April 30, 2012.

(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 Micro-Cap Fund
Investments in Securities
Common Stocks†		$145,563,415		$121,590		–		$145,685,005
Exchange Traded Funds		342,454		–		–		342,454
Other Investment Companies		4,034,592		–		–		4,034,592
Total Investments		$149,940,461		$121,590		–		$150,062,051

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

22

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 California Intermediate Tax-Free Fund
Investments in Securities
Municipal Bonds††		–		$26,274,512		–		$26,274,512
Other Investment Companies		$187,025		–		–		187,025
Total Investments		$187,025		$26,274,512		–		$26,461,537

^†  For a detailed break-out of the common stocks by major industry classification, please refer to the Schedule of Portfolio Investments. The only Level 2 security is classified in the Industrials industry.

^††  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, 2012, the Funds had no significant transfers between Level 1 and Level 2 from the beginning of the reporting period.

Investments 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 securities 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:	Ambac Assurance Corp.
AGM:	Assured Guaranty Municipal Corp.
COP:	Certificates of Participation
ETF:	Exchange Traded Fund
FGIC:	Financial Guaranty Insurance Company
FSA:	FSA Capital, Inc.
National:	National Public Finance Guarantee Corp.
REIT:	Real Estate Investment Trust
XCLA:	XL Capital Assurance, Inc.

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

23

Statements of Assets and Liabilities

April 30, 2012 (unaudited)

	Managers Frontier Small Cap Growth Fund			Managers AMG TSCM Growth Equity Fund			Managers Micro-Cap Fund
Assets:
Investments at value* (including securities on loan valued at $4,347,826, $0 and $0, respectively)		$99,384,521			$25,258,259			$150,062,051
Cash		–			–			1,758
Receivable for investments sold		1,405,071			417,756			3,035,619
Receivable for Fund shares sold		750			27,901			686,775
Dividends, interest and other receivables		27,526			4,715			48,192
Receivable from affiliate		6,610			11,273			28,937
Receivable for interfund lending		–			–			1,586,623
Prepaid expenses		39,633			27,798			41,722
Total assets		100,864,111			25,747,702			155,491,677
Liabilities:
Payable upon return of securities loaned		4,493,086			–			–
Payable for investments purchased		833,943			120,428			3,559,688
Payable for Fund shares repurchased		35,974			12,751			154,822
Accrued expenses:
Investment management and advisory fees		77,703			15,592			124,329
Administrative fees		–			5,197			31,082
Shareholder Servicing fees - Service Class		3,824			3,970			–
Shareholder Servicing fees - Investor Class		109			426			24,211
Custodian		20,171			5,431			29,656
Professional fees		19,725			11,086			27,509
Distribution fees - Investor Class		109			709			–
Printing expense		5,158			9,910			16,177
Other		4,769			2,774			12,810
Total liabilities		5,494,571			188,274			3,980,284
Net Assets		$95,369,540			$25,559,428			$151,511,393
Net Assets Represent:
Paid-in capital		$89,159,154			$23,022,493			$116,938,650
Undistributed net investment income (loss)		(210,383	)		24,936			(235,172	)
Accumulated net realized gain (loss) from investments		(537,718	)		(1,083,699	)		2,753,558
Net unrealized appreciation of investments		6,958,487			3,595,698			32,054,357
Net Assets		$95,369,540			$25,559,428			$151,511,393
Investor Class Shares:
Net Assets		$534,762			$3,487,929			n/a
Shares outstanding		27,265			272,727			n/a
Net asset value, offering and redemption price per share		$19.61			$12.79			n/a
Service Class Shares:
Net Assets		$18,510,308			$19,453,825			$117,935,517
Shares outstanding		939,337			1,507,794			3,110,002
Net asset value, offering and redemption price per share		$19.71			$12.90			$37.92
Institutional Class Shares:
Net Assets		$76,324,470			$2,617,674			$33,575,876
Shares outstanding		3,853,637			203,251			885,269
Net asset value, offering and redemption price per share		$19.81			$12.88			$37.93
* Investments at cost		$92,426,034			$21,662,561			$118,007,694

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

24

Statements of Assets and Liabilities

April 30, 2012 (continued)

	Managers Real Estate Securities Fund			Managers California Intermediate Tax-Free Fund
Assets:
Investments at value*		$103,877,573			$26,461,537
Receivable for investments sold		609,983			104,172
Receivable for Fund shares sold		2,466,550			100
Dividends, interest and other receivables		55,366			328,612
Receivable from affiliate		–			8,031
Prepaid expenses		29,179			4,833
Total assets		107,038,651			26,907,285
Liabilities:
Payable for investments purchased		2,897,224			–
Payable for Fund shares repurchased		181,470			155
Accrued expenses:
Investment management and advisory fees		46,032			8,766
Administrative fees		19,180			5,529
Shareholder servicing fees		19,180			–
Professional fees		29,923			16,616
Custodian		7,765			12,571
Dividends payable to shareholders		–			13,303
Printing expense		991			1748
Other		7,645			689
Total liabilities		3,209,410			59,377
Net Assets		$103,829,241			$26,847,908
Net Assets Represent:
Paid-in capital		$91,158,378			$25,330,489
Undistributed net investment income (loss)		493,210			(1,576	)
Accumulated net realized loss from investments		(133,291	)		(280,602	)
Net unrealized appreciation of investments		12,310,944			1,799,597
Net Assets		$103,829,241			$26,847,908
Shares outstanding		10,146,039			2,430,146
Net asset value, offering and redemption price per share		$10.23			$11.05
* Investments at cost		$91,566,629			$24,661,940

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

25

Statements of Operations

For the six months ended April 30, 2012 (unaudited)

	Managers Frontier Small Cap Growth Fund			Managers AMG TSCM Growth Equity Fund			Managers Micro-Cap Fund			Managers Real Estate Securities Fund			Managers California Intermediate Tax-Free Fund
Investment Income:
Dividend income		$234,151			$145,321			$632,843			$1,272,019			–
Interest income		–			–			464			128			$562,979
Securities lending fees		72,165			–			291			–			–
Total investment income		306,316			145,321			633,598			1,272,147			562,979
Expenses:
Investment management and advisory fees		468,999			89,104			734,045			214,596			53,705
Administrative fees		–			29,701			183,512			89,415			33,917
Distribution fees - Investor Class		669			3,664			–			–			–
Transfer agent		33,564			33,939			175,144			104,217			2,236
Professional fees		21,183			12,361			24,651			19,104			15,387
Custodian		19,440			3,959			36,924			10,174			13,680
Registration fees		6,715			9,614			6,691			6,925			1,347
Reports to shareholders		3,578			6,282			15,366			6,854			1,460
Trustees fees and expenses		2,523			452			4,185			2,197			838
Miscellaneous		387			1,069			3,004			1,322			771
Total expenses before offsets		557,058			190,145			1,183,522			454,804			123,341
Expense reimbursements		(40,329	)		(67,078	)		(174,272	)		(2,974	)		(48,715	)
Expense repayments		–			–			–			9,600			–
Expense reductions		(30	)		(2,682	)		(15,172	)		(999	)		(9	)
Net expenses		516,699			120,385			994,078			460,431			74,617
Net investment income (loss)		(210,383	)		24,936			(360,480	)		811,716			488,362
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments		437,197			(152,814	)		3,679,872			1,467,863			58,912
Net change in unrealized appreciation (depreciation) of investments		8,479,894			3,704,005			14,721,368			8,789,438			877,825
Net realized and unrealized gain		8,917,091			3,551,191			18,401,240			10,257,301			936,737
Net increase in net assets resulting from operations		$8,706,708			$3,576,127			$18,040,760			$11,069,017			$1,425,099

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

26

Statements of Changes in Net Assets

For the six months ended April 30, 2012 (unaudited) and the fiscal year ended October 31, 2011

	Managers Frontier Small Cap Growth Fund						Managers AMG TSCM Growth Equity Fund						Managers Micro-Cap Fund
	2012			2011			2012			2011			2012			2011
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)		$(210,383	)		$(331,674	)		$24,936			$(28,939	)		$(360,480	)		$(1,014,626	)
Net realized gain (loss) on investments		437,197			(716,902	)		(152,814	)		(929,573	)		3,679,872			27,071,407
Net change in unrealized appreciation (depreciation) of investments		8,479,894			(6,310,416	)		3,704,005			(206,039	)		14,721,368			(11,541,404	)
Net increase (decrease) in net assets resulting from operations		8,706,708			(7,358,992	)		3,576,127			(1,164,551	)		18,040,760			14,515,377
Distributions to Shareholders:
From net investment income:
Investor Class Shares		–			–			–			(21	)		–			–
Service Class Shares		–			–			–			–			–			–
Institutional Class Shares		–			–			–			(766	)		–			–
From net realized gain on investments:
Investor Class Shares		–			–			–			–			–			–
Service Class Shares		–			–			–			–			(8,215,902	)		–
Institutional Class Shares		–			–			–			–			(2,309,261	)		–
Total distributions to shareholders		–			–			–			(787	)		(10,525,163	)		–
From Capital Share Transactions:1
Proceeds from sale of shares		1,299,952			81,140,798			2,409,585			31,374,366			2,816,497			31,916,363
Reinvestment of dividends and distributions		–			–			–			787			10,371,547			–
Cost of shares repurchased		(10,616,481	)		(8,248,962	)		(3,194,830	)		(8,528,660	)		(14,669,387	)		(36,524,195	)
Net increase (decrease) from capital share transactions		(9,316,529	)		72,891,836			(785,245	)		22,846,493			(1,481,343	)		(4,607,832	)
Total increase (decrease) in net assets		(609,821	)		65,532,844			2,790,882			21,681,155			6,034,254			9,907,545
Net Assets:
Beginning of period		95,979,361			30,446,517			22,768,546			1,087,391			145,477,139			135,569,594
End of period		$95,369,540			$95,979,361			$25,559,428			$22,768,546			$151,511,393			$145,477,139
End of period undistributed net investment income (loss)		$(210,383	)		–			$24,936			–			$(235,172	)		$125,308
Share Transactions:1
Sale of shares		67,731			3,956,983			200,974			2,661,437			59,516			1,003,651
Reinvested shares from dividends and distributions		–			–			–			68			306,740			–
Shares repurchased		(574,074	)		(450,640	)		(269,939	)		(708,136	)		(408,574	)		(1,022,125	)
Net increase (decrease) in shares		(506,343	)		3,506,343			(68,965	)		1,953,369			(42,318	)		(18,474	)

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

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

27

Statements of Changes in Net Assets

For the six months ended April 30, 2012 (unaudited) and the fiscal year ended October 31, 2011

	Managers Real Estate Securities Fund						Managers California Intermediate Tax-Free Fund
	2012			2011			2012			2011
Increase (Decrease) in Net Assets From Operations:
Net investment income		$811,716			$287,029			$488,362			$1,014,096
Net realized gain on investments		1,467,863			4,647,071			58,912			73,261
Net change in unrealized appreciation (depreciation) of investments		8,789,438			(1,109,944	)		877,825			(321,805	)
Net increase in net assets resulting from operations		11,069,017			3,824,156			1,425,099			765,552
Distributions to Shareholders:
From net investment income:		(383,081	)		(266,975	)		(488,362	)		(1,014,096	)
From Capital Share Transactions:
Proceeds from sale of shares		46,821,882			45,437,049			346,715			1,019,409
Reinvestment of dividends and distributions		343,353			255,784			225,093			448,572
Cost of shares repurchased		(9,590,427	)		(17,468,606	)		(1,522,789	)		(5,672,621	)
Net increase (decrease) from capital share transactions		37,574,808			28,224,227			(950,981	)		(4,204,640	)
Total increase (decrease) in net assets		48,260,744			31,781,408			(14,244	)		(4,453,184	)
Net Assets:
Beginning of period		55,568,497			23,787,089			26,862,152			31,315,336
End of period		$103,829,241			$55,568,497			$26,847,908			$26,862,152
End of period undistributed net investment income (loss)		$493,210			$64,575			$(1,576	)		$(1,576	)
Share Transactions:
Sale of shares		4,927,739			5,269,490			31,720			96,667
Reinvested shares from dividends and distributions		35,403			30,340			20,574			42,697
Shares repurchased		(1,028,712	)		(2,019,458	)		(139,109	)		(543,402	)
Net increase (decrease) in shares		3,934,430			3,280,372			(86,815	)		(404,038	)

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

28

Managers Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period

Investor Class Shares	For the six months ended April 30, 2012 (unaudited)			For the fiscal year ended October 31, 2011			For the fiscal period ended October 31, 2010*
Net Asset Value, Beginning of Period		$17.90			$16.70			$14.64
Income from Investment Operations:
Net investment loss1		(0.08	)		(0.16	)		(0.11	)
Net realized and unrealized gain on investments1		1.79			1.36			2.17
Total from investment operations		1.71			1.20			2.06
Net Asset Value, End of Period		$19.61			$17.90			$16.70
Total Return2		9.55	%4		7.19	%		14.07	%4
Ratio of net expenses to average net assets		1.55	%5		1.55	%		1.55	%5
Ratio of net investment loss to average net assets2		(0.90	)%5		(0.86	)%		(0.91	)%5
Portfolio turnover		19	%4		44	%		52	%4
Net assets at end of period (000’s omitted)		$535			$563			$406
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.64	%5		1.72	%		1.94	%5
Ratio of net investment loss to average net assets		(0.99	)%5		(1.03	)%		(1.30	)%5

Service Class Shares	For the six months ended April 30, 2012			For the fiscal year ended October 31,
	(unaudited)			2011			2010*			2009			2008			2007
Net Asset Value, Beginning of Period		$17.96			$16.72			$13.42			$11.69			$17.87			$15.47
Income from Investment Operations:
Net investment loss1		(0.06	)		(0.12	)		(0.12	)		(0.10	)		(0.12	)		(0.11	)
Net realized and unrealized gain (loss) on investments1		1.81			1.36			3.42			1.83			(6.06	)		2.51
Total from investment operations		1.75			1.24			3.30			1.73			(6.18	)		2.40
Net Asset Value, End of Period		$19.71			$17.96			$16.72			$13.42			$11.69			$17.87
Total Return2		9.74	%4,6		7.42	%6		24.59	%		14.80	%		(34.58	)%		15.51	%
Ratio of net expenses to average net assets		1.30	%5		1.30	%		1.37	%		1.46	%		1.41	%		1.39	%
Ratio of net investment loss to average net assets2		(0.65	)%5		(0.63	)%		(0.78	)%		(0.90	)%		(0.79	)%		(0.68	)%
Portfolio turnover		19	%4		44	%		52	%		136	%		59	%		49	%
Net assets at end of period (000’s omitted)		$18,510			$18,199			$18,290			$39,536			$51,057			$87,015
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.39	%5		1.47	%		1.66	%		1.50	%		1.43	%		1.41	%
Ratio of net investment loss to average net assets		(0.74	)%5		(0.80	)%		(1.07	)%		(0.94	)%		(0.80	)%		(0.70	)%

29

Managers Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period

Institutional Class Shares	For the six months ended April 30, 2012 (unaudited)			For the fiscal year ended October 31, 2011			For the fiscal period ended October 31, 2010*
Net Asset Value, Beginning of Period		$18.03			$16.74			$14.64
Income from Investment Operations:
Net investment loss1		(0.04	)		(0.08	)		(0.05	)
Net realized and unrealized gain on investments1		1.82			1.37			2.15
Total from investment operations		1.78			1.29			2.10
Net Asset Value, End of Period		$19.81			$18.03			$16.74
Total Return2		9.87	%4		7.71	%		14.34	%4
Ratio of net expenses to average net assets		1.05	%5		1.05	%		1.05	%5
Ratio of net investment loss to average net assets2		(0.40	)%5		(0.41	)%		(0.41	)%5
Portfolio turnover		19	%4		44	%		52	%4
Net assets at end of period (000’s omitted)		$76,324			$77,217			$11,750
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.14	%5		1.22	%		1.44	%5
Ratio of net investment loss to average net assets		(0.49	)%5		(0.58	)%		(0.80	)%5

30

Managers AMG TSCM Growth Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal period

Investor Class Shares	For the six months ended April 30, 2012 (unaudited)			For the fiscal year ended October 31, 2011			For the fiscal period ended October 31, 2010**
Net Asset Value, Beginning of Period		$11.02			$10.93			$10.00
Income from Investment Operations:
Net investment income (loss)1		0.00	7		(0.10	)		(0.00	)7
Net realized and unrealized gain on investments1		1.77			0.19			0.93
Total from investment operations		1.77			0.09			0.93
Less Distributions to Shareholders from:
Net investment income		–			(0.00	)7		–
Net Asset Value, End of Period		$12.79			$11.02			$10.93
Total Return2		16.06	%4		0.84	%		9.30	%4
Ratio of net expenses to average net assets		1.17	%5		1.11	%		1.17	%5
Ratio of net investment income (loss) to average net assets2		0.05	%5		(0.86	)%		(0.11	)%5
Portfolio turnover		37	%4		102	%		50	%4
Net assets at end of period (000’s omitted)		$3,488			$2,465			$14
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.75	%5		2.04	%		15.15	%5
Ratio of net investment loss to average net assets		(0.53	)%5		(1.79	)%		(14.09	)%5

Service Class Shares	For the six months ended April 30, 2012 (unaudited)			For the fiscal year ended October 31, 2011			For the fiscal period ended October 31, 2010**
Net Asset Value, Beginning of Period		$11.10			$10.94			$10.00
Income from Investment Operations:
Net investment income (loss)1		0.01			(0.02	)		0.00	7
Net realized and unrealized gain on investments1		1.79			0.18			0.94
Total from investment operations		1.80			0.16			0.94
Net Asset Value, End of Period		$12.90			$11.10			$10.94
Total Return2		16.22	%4,6		1.46	%6		9.40	%4
Ratio of net expenses to average net assets		1.02	%5		0.96	%		1.03	%5
Ratio of net investment income (loss) to average net assets2		0.21	%5		(0.17	)%		0.00	%5,7
Portfolio turnover		37	%4		102	%		50	%4
Net assets at end of period (000’s omitted)		$19,454			$18,321			$11
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.60	%5		1.89	%		15.00	%5
Ratio of net investment loss to average net assets		(0.37	)%5		(1.10	)%		(13.97	)%5

31

Managers AMG TSCM Growth Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal period

Institutional Class Shares	For the six months ended April 30, 2012 (unaudited)			For the fiscal year ended October 31, 2011			For the fiscal period ended October 31, 2010**
Net Asset Value, Beginning of Period		$11.07			$10.94			$10.00
Income from Investment Operations:
Net investment income1		0.03			0.00	7		0.01
Net realized and unrealized gain on investments1		1.78			0.13			0.93
Total from investment operations		1.81			0.13			0.94
Less Distributions to Shareholders from:
Net investment income		–			(0.00	)7		–
Net Asset Value, End of Period		$12.88			$11.07			$10.94
Total Return2		16.35	%4		1.23	%		9.40	%4
Ratio of net expenses to average net assets		0.77	%5		0.71	%		0.79	%5
Ratio of net investment income to average net assets2		0.44	%5		0.03	%		0.27	%5
Portfolio turnover		37	%4		102	%		50	%4
Net assets at end of period (000’s omitted)		$2,617			$1,982			$1,063
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.35	%5		1.64	%		14.74	%5
Ratio of net investment loss to average net assets		(0.14	)%5		(0.90	)%		(13.68	)%5

32

Managers Micro-Cap Fund

Financial Highlights

For a share outstanding throughout each fiscal period

Service Class Shares†	For the six months ended April 30, 2012 (unaudited)			For the fiscal year ended October 31,
				2011			2010			2009			2008			2007
Net Asset Value, Beginning of Period		$36.03			$33.42			$26.37			$25.41			$41.90			$34.48
Income from Investment Operations:
Net investment loss1		(0.10	)		(0.27	)		(0.25	)		(0.21	)		(0.31	)		(0.37	)
Net realized and unrealized gain (loss) on investments1		4.65			2.88			7.30			2.73			(16.18	)		7.79
Total from investment operations		4.55			2.61			7.05			2.52			(16.49	)		7.42
Less Distributions to Shareholders from:
Net realized gain on investments		(2.66	)		–			–			(1.56	)		–			–
Net Asset Value, End of Period		$37.92			$36.03			$33.42			$26.37			$25.41			$41.90
Total Return2		13.53	%4		7.78	%		26.73	%6		11.34	%6		(39.37	)%		21.52	%6
Ratio of net expenses to average net assets		1.41	%5		1.41	%		1.50	%		1.53	%		1.54	%		1.53	%
Ratio of net investment loss to average net assets2		(0.55	)%5		(0.73	)%		(0.84	)%		(0.90	)%		(0.92	)%		(1.01	)%
Portfolio turnover		27	%4		85	%		93	%		82	%		193	%		76	%
Net assets at end of period (000’s omitted)		$117,935			$113,742			$135,570			$127,322			$132,424			$271,934
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.66	%5		1.66	%		1.72	%		1.75	%		1.66	%		1.53	%
Ratio of net investment loss to average net assets		(0.80	)%5		(0.98	)%		(1.06	)%		(1.12	)%		(1.04	)%		(1.01	)%

Institutional Class Shares††	For the six months ended April 30, 2012 (unaudited)			For the fiscal period October 1, 2011 through October 31, 2011
Net Asset Value, Beginning of Period		$36.03		$31.02
Income from Investment Operations:
Net investment loss1		(0.05	)	(0.01)
Net realized and unrealized gain on investments1		4.61		5.02
Total from investment operations		4.56		5.01
Less Distributions to Shareholders from:
Net realized gain on investments		(2.66	)	–
Net Asset Value, End of Period		$37.93		$36.03
Total Return2		13.52	%4	16.18%4
Ratio of net expenses to average net assets		1.16	%5	1.17%5
Ratio of net investment loss to average net assets2		(0.30	)%5	(0.42)%5
Portfolio turnover		27	%4	85%4
Net assets at end of period (000’s omitted)		$33,576		$31,735
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.41	%5	1.50%5
Ratio of net investment loss to average net assets		(0.55	)%5	(0.75)%5

33

Managers Real Estate Securities Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2012			For the fiscal year ended October 31,
	(unaudited)			2011			2010			2009			2008			2007
Net Asset Value, Beginning of Period		$8.95			$8.12			$5.68			$5.55			$12.57			$14.74
Income from Investment Operations:
Net investment income		0.11	1		0.06	1		0.08	1		0.12	1		0.13	1		0.06
Net realized and unrealized gain (loss) on investments		1.22	1		0.83	1		2.43	1		0.16	1		(4.06	)1		0.22
Total from investment operations		1.33			0.89			2.51			0.28			(3.93	)		0.28
Less Distributions to Shareholders from:
Net investment income		(0.05	)		(0.06	)		(0.07	)		(0.15	)		(0.12	)		(0.10	)
Net realized gain on investments		–			–			–			–			(2.97	)		(2.35	)
Total distributions to shareholders		(0.05	)		(0.06	)		(0.07	)		(0.15	)		(3.09	)		(2.45	)
Net Asset Value, End of Period		$10.23			$8.95			$8.12			$5.68			$5.55			$12.57
Total Return2		14.84	%4		11.06	%		44.47	%		5.77	%		(38.95	)%		2.10	%
Ratio of net expenses to average net assets		1.29	%5		1.41	%		1.49	%		1.48	%		1.48	%		1.40	%
Ratio of net investment income to average net assets2		2.27	%5		0.69	%		1.12	%		2.56	%		1.63	%		0.82	%
Portfolio turnover		24	%4		75	%		99	%		107	%		127	%		126	%
Net assets at end of period (000’s omitted)		$103,829			$55,568			$23,787			$14,526			$12,366			$26,561
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		1.30	%5		1.48	%		1.79	%		2.47	%		1.80	%		1.41	%
Ratio of net investment income to average net assets		2.26	%5		0.62	%		0.82	%		1.57	%		1.31	%		0.83	%

34

Managers California Intermediate Tax-Free Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2012			For the fiscal year ended October 31,
	(unaudited)			2011			2010			2009			2008			2007
Net Asset Value, Beginning of Period		$10.67			$10.72			$10.40			$9.84			$10.56			$10.75
Income from Investment Operations:
Net investment income1		0.20	1		0.39			0.34			0.32			0.38			0.40
Net realized and unrealized gain (loss) on investments1		0.38	1		(0.05	)		0.32			0.55			(0.56	)		(0.16	)
Total from investment operations		0.58			0.34			0.66			0.87			(0.18	)		0.24
Less Distributions to Shareholders from:
Net investment income		(0.20	)		(0.39	)		(0.34	)		(0.31	)		(0.38	)		(0.40	)
Net realized gain on investments		–			–			–			–			(0.16	)		(0.03	)
Total distributions to shareholders		(0.20	)		(0.39	)		(0.34	)		(0.31	)		(0.54	)		(0.43	)
Net Asset Value, End of Period		$11.05			$10.67			$10.72			$10.40			$9.84			$10.56
Total Return2		5.42	%4		3.27	%		6.41	%		8.97	%		(1.82	)%		2.23	%
Ratio of net expenses to average net assets		0.55	%5		0.55	%		0.55	%		0.55	%		0.55	%		0.56	%
Ratio of net investment income to average net assets2		3.60	%5		3.69	%		3.20	%		3.08	%		3.71	%		3.75	%
Portfolio turnover		3	%4		8	%		64	%		152	%		33	%		35	%
Net assets at end of period (000’s omitted)		$26,848			$26,862			$31,315			$31,181			$32,955			$35,982
Ratios absent expense offsets:3
Ratio of total expenses to average net assets		0.91	%5		0.90	%		0.96	%		0.86	%		0.80	%		0.82	%
Ratio of net investment income to average net assets		3.24	%5		3.34	%		2.79	%		2.77	%		3.46	%		3.49	%

Notes to Financial Highlights (unaudited)

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

* 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.

^†  Effective October 1, 2011, existing shares of Managers Micro-Cap Fund were reclassified and redesignated as Service Class shares.

^††  As of the close of business on September 30, 2011, Managers Institutional Micro-Cap Fund (“Institutional Micro-Cap”) merged into Managers Micro-Cap Fund. Each full and partial share of Institutional Micro-Cap was exchanged for shares in the new Institutional Class of Micro-Cap in an equivalent dollar amount.

¹  Per share numbers have been calculated using average shares.

²  Total returns and net investment income (loss) would have been lower had certain expenses not been reduced. (See Note 1(c) of Notes to Financial Statements.)

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

⁴  Not annualized.

⁵  Annualized.

⁶  The Total Return is based on the Financial Statement Net Asset Values as shown above.

⁷  Rounds to less than $0.01 per share or 0.01%.

35

Notes to Financial Statements

April 30, 2012 (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”), Managers Micro-Cap Fund (“Micro-Cap”), 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.”

Small Cap and TSCM Growth Equity each offer three classes of shares: Investor Class, Service Class, and Institutional Class. Micro-Cap currently offers two classes of shares: Institutional Class and Service 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 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 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) an investment’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (the “Investment Manager”) determines that a market quotation is inaccurate. Portfolio investments that trade

primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Investment Manager’s determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the 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. Under certain circumstances, the Investment Manager may adjust such prices based on its determinination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Fund calculates its NAV. The Funds may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices when thinly traded securities are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investment’s valuation may differ depending on the method used and the factors considered in determining value according to the Fund’s fair value procedures.

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 generally 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 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 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 reflect the assumptions market

36

Notes to Financial Statements (continued)

participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

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

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

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

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. Transfers between different levels in the fair value hierarchy are deemed to have occurred as of the beginning of the reporting period. 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. 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, TSCM Growth Equity and Micro-Cap 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, 2012, under these arrangements the amount by which each Fund’s expenses were reduced and the impact on the expense ratios were as follows: TSCM Growth Equity - $2,674 or 0.02%, Micro-Cap -$15,126 or 0.02%, Real Estate Securities - $980 or 0.00%.

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, 2012, the custodian expense was not reduced for any of the Funds.

Overdrafts will cause a reduction of any earnings credits, computed at 2% above the effective Federal Funds rate on the day of the overdraft. For the six months ended April 30, 2012, the overdraft fees were as follows: Real Estate Securities - $28.

The Trust also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., whereby earnings credits are used to offset banking charges and other out-of-pocket expenses. For the six months ended April 30, 2012, the transfer agent expense was reduced as follows: Small Cap - $30, TSCM Growth Equity - $8, Micro-Cap - $46, Real Estate Securities - $19 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 imbursements 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, Micro-Cap, and TSCM Growth Equity

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.

37

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, and 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 Funds’ understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which they invest, the Funds 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, 2008-2011), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

New Tax Law: Regulated Investment Company Modernization Act:

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the “Act”), the Act modernizes several of the federal income and excise tax provisions related to regulated investment companies (“RIC”). Some highlights of the enacted provisions are as follows:

New post-enactment capital losses may now be carried forward for an unlimited time period. However, any new losses incurred will be required to be utilized prior to any loss carryovers incurred in pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

The Act contains simplification provisions, which are aimed at preventing disqualification of a RIC for “inadvertent” failures of the asset diversification and/or qualifying income tests. Additionally, the Act repealed the 60-day designation requirement for certain types of pass-through income and gains.

Finally, the Act contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31, or December 31, reducing the circumstances under which a RIC might be required to send shareholders amended Forms 1099 to restate previously reported distributions.

Except for the simplification provisions related to RIC qualification, the Act is effective for taxable years beginning after December 22, 2010. The Funds’ first taxable year subject to the Act is the current fiscal year ended October 31, 2012.

f.Capital Loss Carryovers and Deferrals

As of April 30, 2012, the following Funds had accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes as shown in the following chart. The amounts may be used to offset future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.

		Capital Loss Carryover Amount			Expires
Fund		Short-Term		Long-Term	October 31,
Small Cap
(Pre-Enactment)			$498,829	—	2019
TSCM Growth Equity
(Pre-Enactment)			$471	—	2018
(Pre-Enactment)			824,409	—	2019
	Total		$824,880	—
Real Estate Securities
(Pre-Enactment)			$322,187	—	2017
California Intermediate Tax-Free
					2016
(Pre-Enactment)			$339,514	—

38

Notes to Financial Statements (continued)

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 for the Small Cap, TSCM Growth Equity and Micro-Cap for the six months ended April 30, 2012, and fiscal year ended October 31, 2011 were as follows:

	Small Cap												TSCM Growth Equity
	2012						2011						2012						2011
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Investor Class Shares
Sale of shares		17			$333			28,393			$522,154			51,067			$609,624			225,474			$2,417,579
Reinvestment of dividends and distributions		—			—			—			—			—			—			2			21
Shares repurchased		(4,225	)		(77,052	)		(21,255	)		(410,167	)		(2,085	)		(26,203	)		(3,001	)		(40,921	)
Net Increase (Decrease)		(4,208	)		$(76,719	)		7,138			$111,987			48,982			$583,421			222,475			$2,376,679
Service Class Shares
Sale of shares		39,591			$765,128			243,274			$4,730,889			109,518			$1,296,202			2,296,630			$27,315,713
Reinvestment of dividends and distributions		—			—			—			—			—			—			—			—
Shares repurchased		(113,357	)		(2,107,472	)		(324,358	)		(5,860,165	)		(251,638	)		(2,986,545	)		(647,716	)		(7,852,985	)
Net Increase (Decrease)		(73,766	)		$(1,342,344	)		(81,084	)		$(1,129,276	)		(142,120	)		$(1,690,343	)		1,648,914			$19,462,728
Institutional Class Shares
Sale of shares		28,123			$534,492			3,685,316			$75,887,755			40,389			$503,759			139,333			$1,641,074
Reinvestment of dividends and distributions		—			—			—			—			—			—			66			766
Shares repurchased		(456,492	)		(8,431,957	)		(105,027	)		(1,978,630	)		(16,216	)		(182,082	)		(57,419	)		(634,754	)
Net Increase (Decrease)		(428,369	)		$(7,897,465	)		3,580,289			$73,909,125			24,173			$321,677			81,980			$1,007,086

	Micro-Cap
	2012						2011
	Shares			Amount			Shares			Amount
Service Class Shares
Sale of shares		24,286			$1,389,107			115,169			$4,285,088
Reinvestment of dividends and distributions		238,842			8,075,238			—			—
Shares repurchased		(310,023	)		(11,090,206	)		(1,014,335	)		(36,248,361	)
Net Decrease		(46,895	)		$(1,625,861	)		(899,166	)		$(31,963,273	)
Institutional Class Shares*
Sale of shares		35,230			$1,427,390			279,136			$8,729,132
Reinvestment of dividends and distributions		67,898			2,296,309			—			—
Shares issued in connection with merger		—			—			609,346			18,902,143
Shares repurchased		(98,551	)		(3,579,181	)		(7,790	)		(275,834	)
Net Increase		4,577			$144,518			880,692			$27,355,441

* Commenced operations on October 1, 2011.

39

Notes to Financial Statements (continued)

At April 30, 2012, 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 - 2 collectively own 49%; TSCM Growth Equity - 2 collectively own 88%; Micro-Cap- 2 collectively own 41%; Real Estate Securities - 2 collectively own 47%; California Intermediate Tax-Free - 2 collectively own 60%. Transactions by these shareholders may have a material impact on the Funds.

2. Agreements and Transactions with Affiliates

For each of the Funds, the Trust has entered into an Investment Management Agreement under which the Investment Manager, a subsidiary of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Funds’ overall administration and operations. The Investment Manager selects subadvisors for each Fund (subject to Board approval) and monitors the subadvisors’ investment performance, security holdings, and investment strategies. Each Fund’s investment portfolio is managed by portfolio managers who serve pursuant to a subadvisory agreement with the 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, 2012, were as follows:

	Investment Management Fees
Small Cap		1.00	%
TSCM Growth Equity		0.75	%
Micro-Cap		1.00	%
Real Estate Securities		0.60	%
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. 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 entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as each Funds’ 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.

Managers has contractually agreed, until at least March 1, 2013, 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 expenses) of Small Cap, TSCM Growth Equity, Micro-Cap, Real Estate Securities and California Intermediate Tax-Free to 1.05%, 0.79%, 1.18%, 1.29%, and 0.55%, respectively, of each Fund’s average daily net assets.

Each of Small Cap, TSCM Growth Equity, 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, 2012, each Fund’s components of reimbursement are detailed in the following chart:

	Small Cap		TSCM Growth Equity		Micro-Cap
Reimbursement Available - 10/31/11		$209,188		$195,964		$824,179
Additional Reimbursements		40,329		67,078		174,272
Repayments		—		—		—
Expired Reimbursements		—		—		(118,947	)
Reimbursement Available - 4/30/12		$249,517		$263,042		$879,504

	Real Estate Securities			California Intermediate Tax-Free
Reimbursement Available - 10/31/11		$180,755			$320,661
Additional Reimbursements		2,974			48,715
Repayments		(9,600	)		—
Expired Reimbursements		(33,531	)		(41,514	)
Reimbursement Available - 4/30/12		$140,598			$327,862

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. The Trustees’ fees and expenses are allocated among all of the Funds for which the Investment Manager serves as the advisor

40

Notes to Financial Statements (continued)

(the “Managers Funds”) based on the relative net assets of such Funds. The “Trustees fees and expenses” shown in the financial statements represents the Funds’ allocated portion of the total fees and expenses paid by the Managers Funds.

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

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 MDI 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 MDI 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 the Trust or MDI to brokers, dealers and other financial intermediaries for providing shareholder services and for promotional and other sales related costs. The portion of payments by the Investor Class shares of a Fund for shareholder servicing may not exceed 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.

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, 2012, the Small Cap Fund borrowed $2,271,746 for 3 days to other Managers Funds paying interest of $209. The interest amount is included in the Statement of Operations as miscellaneous expense. For the same period, Micro-Cap Fund lent $3,433,513 for 7 days to other Managers Funds receiving interest of $262 and Real Estate Securities Fund lent $1,297,374 for 3 days to other Managers Funds receiving interest of $128. The interest amounts are included in the Statements of Operations in interest income.

3. Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the six months ended April 30, 2012, were as follows:

	Long-Term Securities
Fund	Purchases		Sales
Small Cap		$17,437,176		$24,119,808
TSCM Growth Equity		8,764,165		9,138,059
Micro-Cap		39,042,476		52,477,357
Real Estate Securities		53,611,197		16,867,871
California Intermediate Tax-Free		732,846		1,355,226

The Funds had no purchases or sales of U.S. Government obligations during the six months ended April 30, 2012.

4. Portfolio Securities Loaned

For the six months ended April 30, 2012, Small Cap and Micro-Cap participated in the securities lending program offered by BNYM (the “Program”), 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. Under the terms of the Program, the Fund is indemnified for such losses by BNYM. 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, 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 BNYM and the Bank of New York Mellon Corporation (“BNYMC”) with respect to each Fund’s position in ICRF, pursuant to which (i)BNYMC would support the value of certain defaulted securities issued by Lehman Brothers Holdings, Inc. (the “Lehman Securities”) and held by Series B of the ICRF, and (ii) once certain conditions were met, BNYMC would purchase the defaulted securities from the Fund. On October 17, 2011, after certifying that each Fund had met all necessary conditions, BNYMC purchased the Lehman Securities from each Fund at a predetermined price, which represented a premium over the fair market value of the Lehman Securities at that date.

41

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, the Funds have not had prior claims or losses and expect the risks of material loss to be remote.

6. New Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) 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.

In December 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11

requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under IFRS. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is evaluating the impact of ASU 2011-11 on the financial statements and disclosures.

7. Subsequent Events

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.

42

THIS PAGE INTENTIONALLY LEFT BLANK

Investment Manager and Administrator

Managers Investment Group LLC

800 Connecticut Avenue

Norwalk, CT 06854

(800) 835-3879

Distributor

Managers Distributors, Inc.

800 Connecticut Avenue

Norwalk, CT 06854

(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

For Managers Choice Only

Managers

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

P.O. Box 9847

Providence, Rhode Island 02940-8047

(800) 358-7668

Trustees

Jack W. Aber

Christine E. Carsman

William E. Chapman, II

Edward J. Kaier

Steven J. Paggioli

Eric Rakowski

Thomas R. Schneeweis

MANAGERSAND MANAGERS AMG FUNDS
EQUITY FUNDS		BALANCED FUNDS
CADENCE CAPITAL APPRECIATION	REAL ESTATE SECURITIES	CHICAGO EQUITY PARTNERS BALANCED
CADENCE FOCUSED GROWTH	Urdang Securities Management, Inc.	Chicago Equity Partners, LLC
CADENCE MID-CAP
CADENCE EMERGING COMPANIES	RENAISSANCE LARGE CAP GROWTH	ALTERNATIVE FUNDS
Cadence Capital Management, LLC	Renaissance Group LLC
		FQ GLOBAL ALTERNATIVES
CHICAGO EQUITY PARTNERS MID-CAP	SKYLINE SPECIAL EQUITIES	FQ GLOBAL ESSENTIALS
Chicago Equity Partners, LLC	PORTFOLIO	First Quadrant, L.P.
	Skyline Asset Management, L.P.
ESSEX SMALL/MICRO CAP GROWTH		INCOME FUNDS
Essex Investment Management Co., LLC	SPECIAL EQUITY
	Ranger Investment Management, L.P.	BOND (MANAGERS)
FQ TAX-MANAGED U.S. EQUITY	Lord, Abbett & Co. LLC	FIXED INCOME
FQ U.S. EQUITY	Smith Asset Management Group, L.P.	GLOBAL INCOME OPPORTUNITY
First Quadrant, L.P.	Federated MDTA LLC	Loomis, Sayles & Co., L.P.
FRONTIER SMALL CAP GROWTH	SYSTEMATIC VALUE	BOND (MANAGERS PIMCO)
Frontier Capital Management Company, LLC	SYSTEMATIC MID CAP VALUE Systematic Financial Management, L.P.	Pacific Investment Management Co. LLC
GW&K SMALL CAP EQUITY		CALIFORNIA INTERMEDIATE TAX-FREE
Gannett Welsh & Kotler, LLC	TIMESSQUARE MID CAP GROWTH	Miller Tabak Asset Management LLC
	TIMESSQUARE SMALL CAP GROWTH
MICRO-CAP	TSCM GROWTH EQUITY	GW&K MUNICIPAL BOND
Lord, Abbett & Co. LLC	TimesSquare Capital Management, LLC	GW&K MUNICIPAL ENHANCED YIELD
WEDGE Capital Management L.L.P.		Gannett Welsh & Kotler, LLC
Next Century Growth Investors LLC	TRILOGY GLOBAL EQUITY
RBC Global Asset Management (U.S.) Inc.	TRILOGY EMERGING MARKETS EQUITY	HIGH YIELD J.P. Morgan Investment Management LLC
	TRILOGY INTERNATIONAL SMALL CAP Trilogy Global Advisors, L.P.
		INTERMEDIATE DURATION GOVERNMENT
		SHORT DURATION GOVERNMENT
		Smith Breeden Associates, Inc.
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 Funds’ Forms N-Q are available on the SEC’s Web site 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 Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.

Item 2. CODE OF ETHICS

Not applicable for the semi-annual shareholder report.

Item 3. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for the semi-annual shareholder report.

Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for the semi-annual shareholder report.

Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

Item 6. SCHEDULE OF INVESTMENTS

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

Item 11. CONTROLS AND PROCEDURES

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

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

Item 12. EXHIBITS

(a)  (1)	Not applicable.
(a)  (2)	Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 - Filed herewith.
(a)  (3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 - Filed herewith.

SIGNATURES

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

MANAGERS TRUST I

By:	/s/ Keitha L. Kinne
	Keitha L. Kinne, President
Date:	July 9, 2012

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

By:	/s/ Keitha L. Kinne
	Keitha L. Kinne, President
Date:	July 9, 2012

By:	/s/ Donald S. Rumery
	Donald S. Rumery, Chief Financial Officer
Date:	July 9, 2012