AMG Funds I NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06520

MANAGERS TRUST I

(Exact name of registrant as specified in charter)

800 Connecticut Avenue, Norwalk, Connecticut 06854

(Address of principal executive offices) (Zip code)

Managers Investment Group LLC

800 Connecticut Avenue, Norwalk, Connecticut 06854

(Name and address of agent for service)

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

Date of fiscal year end: OCTOBER 31

Date of reporting period: NOVEMBER 1, 2012 – OCTOBER 31, 2013

(Annual Shareholder Report)

Item 1.

Reports to Shareholders

LOGO

Managers AMG FQ Funds

Annual Report — October 31, 2013


TABLE OF CONTENTS	Page

LETTER TO SHAREHOLDERS		2

ABOUT YOUR FUND’S EXPENSES		3

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS, AND SCHEDULES OF PORTFOLIO INVESTMENTS

Managers AMG FQ Tax-Managed U.S. Equity Fund		4

Managers AMG FQ U.S. Equity Fund		9

Managers AMG FQ Global Alternatives Fund		15

Managers AMG FQ Global Essentials Fund		18

NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		22

FINANCIAL STATEMENTS

Statement of Assets and Liabilities		32
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts

Statement of Operations		34
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal year

Statements of Changes in Net Assets		35
Detail of changes in assets for the past two fiscal years

FINANCIAL HIGHLIGHTS		37
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

NOTES TO FINANCIAL HIGHLIGHTS		43

NOTES TO FINANCIAL STATEMENTS		44
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		54

TRUSTEES AND OFFICERS		55

ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		57

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.

Letter to Shareholders

Dear Shareholder:

Thank you for your investment in The Managers Funds. Our foremost goal at Managers Investment Group is to provide investment products and solutions that help our shareholders and clients successfully reach their investment goals and objectives. We do this by offering a broad selection of Funds managed by a collection of Affiliated Managers Group’s (“AMG”) affiliate investment boutiques, along with a complementary series of open-architecture mutual funds.

The past year has been an exciting one for us at MIG. We were pleased to welcome the Brandywine Funds into the Managers Fund family several months ago. We have been excited to begin this new chapter in the 27-year history of the Brandywine Funds, while maintaining shareholders’ access to the same investment team that has guided the Brandywine Funds since inception using its research-driven investment approach.

We announced effective November 1, 2013 that the GW&K Small Cap Equity Fund would be closed to new investors with certain limited exceptions. The team at GW&K manages a total of $2.3 billion (as of October 31, 2013) in small-capitalization equities and closing the Fund to new investors allows the team to continue to execute on the investment process that has been effective for the team for more than a decade. We will continue to make decisions such as these that we believe are in the best interest of our shareholders.

Risky assets have done quite well thus far in 2013, with U.S. equity markets surpassing all-time highs. Ongoing global monetary easing, a low-yield environment, and healthy U.S. economic growth are supporting investor appetite for risk assets. Despite improving investor sentiment, risks remain, including uncertainty surrounding the Fed’s eventual exit from its ultra-accommodative monetary policy, ongoing fiscal headwinds in the U.S. and slower growth in emerging markets. Nevertheless, we are optimistic about the prospects for the upcoming year and we are confident that our Funds are well positioned to weather an uncertain economic environment.

We thank you for your continued confidence and investment in The Managers Funds. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit.

Respectfully,

LOGO

Keitha Kinne

President

The Managers Funds

About Your Fund’s Expenses

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 October 31, 2013	Expense Ratio for the Period			Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During the Period*
Managers AMG FQ Tax-Managed U.S. Equity Fund
Investor Class Shares**
Based on Actual Fund Return		1.24	%	$	1,000	$	1,141	$	6.69
Hypothetical (5% return before expenses)		1.24	%	$	1,000	$	1,019	$	6.31
Institutional Class Shares
Based on Actual Fund Return		0.99	%	$	1,000	$	1,144	$	5.35
Hypothetical (5% return before expenses)		0.99	%	$	1,000	$	1,020	$	5.04
Managers AMG FQ U.S. Equity Fund
Investor Class Shares**
Based on Actual Fund Return		1.04	%	$	1,000	$	1,105	$	5.52
Hypothetical (5% return before expenses)		1.04	%	$	1,000	$	1,020	$	5.30
Institutional Class Shares
Based on Actual Fund Return		0.79	%	$	1,000	$	1,107	$	4.20
Hypothetical (5% return before expenses)		0.79	%	$	1,000	$	1,021	$	4.02
Managers AMG FQ Global Alternatives Fund
Investor Class Shares**
Based on Actual Fund Return		1.88	%	$	1,000	$	1,005	$	9.50
Hypothetical (5% return before expenses)		1.88	%	$	1,000	$	1,016	$	9.55
Service Class Shares
Based on Actual Fund Return		1.57	%	$	1,000	$	1,007	$	7.94
Hypothetical (5% return before expenses)		1.57	%	$	1,000	$	1,017	$	7.98
Institutional Class Shares
Based on Actual Fund Return		1.44	%	$	1,000	$	1,007	$	7.28
Hypothetical (5% return before expenses)		1.44	%	$	1,000	$	1,018	$	7.32
Managers AMG FQ Global Essentials Fund
Investor Class Shares
Based on Actual Fund Return		1.39	%	$	1,000	$	953	$	6.84
Hypothetical (5% return before expenses)		1.39	%	$	1,000	$	1,018	$	7.07
Service Class Shares
Based on Actual Fund Return		0.92	%	$	1,000	$	956	$	4.54
Hypothetical (5% return before expenses)		0.92	%	$	1,000	$	1,021	$	4.69
Institutional Class Shares
Based on Actual Fund Return		0.89	%	$	1,000	$	955	$	4.39
Hypothetical (5% return before expenses)		0.89	%	$	1,000	$	1,021	$	4.53
* 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 (184), then divided by 365. ** Effective as of the close of business November 30, 2012, all Class A shares were renamed Investor Class shares and Class C shares converted to Investor Class shares.

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

Portfolio Manager’s Comments

THE YEAR IN REVIEW

For the fiscal year ended October 31, 2013, the Managers AMG FQ Tax-Managed U.S. Equity Fund (Investor Class) returned 31.31%, compared to 28.99% for its benchmark, the Russell 3000^® Index. Please refer to the table on page 36 for returns for various classes of shares.

U.S. equities continued their multi-year rally over the prior fiscal year as the Federal Reserve (the “Fed”) continued to fuel the rally with a combination of its easy money short- and long-term interest rate policies. With the exception of the May/June time period when investors became skittish about the prospects of the Federal Reserve pulling back on its third round of quantitative easing, equities moved ahead steadily and consistently throughout the year while frequently reaching new all-time highs. Investors’ skepticism generally remains, however, as both macro and micro conditions have only shown modest improvement throughout the year. While the likelihood appears that we are not headed for another recession in the near-future, prospects for a tepid recovery remain high and investors now fear the combination of high valuations for equities and the inevitable withdrawal of bond-buying from the Fed. For the entire one-year period ended October 31, 2013, smaller-cap equities generally outperformed their larger-cap brethren with the Russell 1000^® (large cap), Russell 2000^® (small cap), Russell 3000^® (all cap), and the Russell Microcap^® Indices returning 28.40%, 36.28%, 28.99%, and 38.72%, respectively.

The Fund delivered positive absolute returns for the prior fiscal year while outperforming the benchmark Russell 3000^® Index as well. Stock selection added value during the year with a majority of gains concentrated within the industrials sector. Meanwhile sector positioning relative to the benchmark was close to neutral throughout the year consistent with the Fund’s investment process and, therefore, failed to add or detract significant value. Exposure to top-down factors offered mixed results relative to the benchmark throughout the year as well.

The Fund’s subadvisor, First Quadrant L.P. (“First Quadrant”) maintains a neutral positioning on market capitalization as it has for most of the past year. The indicators First Quadrant tracks have been biased towards small stocks, but not sufficiently to overcome a threshold First Quadrant imposes to control transaction costs. The outlook for price momentum is moderately positive as the economy continues to advance, which is positive for momentum. The Fund also maintains a modest value bias but one somewhat reduced from earlier in the year. At the sector level, the Fund maintains modest overweights to the information technology and telecomm sectors relative to the benchmark Russell 3000^® Index but enters the new fiscal year with sector weightings broadly in-line with the benchmark. As a tax advantaged Fund, the Portfolio is managed to seek positive pre-tax and after-tax alpha. For this reason, First Quadrant employs tax-aware optimization which uses losses to offset gains as the Portfolio is repositioned. Currently most of the Portfolio is locked up in gains, however, the Fund continues to maintain a large tax loss carry-forward, all of which will expire in 2017.

This commentary reflects the viewpoints of the portfolio manager, First Quadrant L.P, as of October 31, 2013 and is not intended as a forecast or guarantee of future results, and is subject to change without notice.

CUMULATIVE TOTAL RETURN PERFORMANCE

Managers AMG FQ Tax-Managed U.S. Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This chart compares a hypothetical $10,000 investment made in the Institutional Class Shares of the Fund on October 31, 2003 with a $10,000 investment made in the Russell 3000^® Index for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

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

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the Managers AMG FQ Tax-Managed U.S. Equity Fund and the Russell 3000^® Index for the same time periods ended October 31, 2013.


	Average Annual Total Returns¹
	One Year			Five Years			Ten Years			Since Inception			Inception Date
Managers AMG FQ Tax-Managed U.S. Equity Fund ^2,3
Investor Class^*		31.31	%		15.43	%		—			6.12	%		03/01/06
Institutional Class		31.72	%		15.70	%		8.41	%		6.06	%		12/18/00
Russell 3000^® Index ⁴		28.99	%		15.94	%		7.92	%		4.92	%		12/18/00
Return After Tax on Distributions:⁵
Investor Class^*		31.15	%		15.35	%		—			6.07	%		03/01/06
Institutional Class		31.53	%		15.57	%		8.32	%		5.96	%		12/18/00
Return After Tax on Distribution & Sale of Shares:⁵
Investor Class^*		17.93	%		12.45	%		—			4.86	%		03/01/06
Institutional Class		18.20	%		12.68	%		6.88	%		4.93	%		12/18/00

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. Current net asset values per share for each Fund are available on the Fund’s 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. Funds are distributed by Managers Distributors, Inc., member FINRA.

The performance information for the Fund’s Investor Class shares (formerly Class A shares, were renamed Investor Class shares as of December 1, 2012) for periods prior to December 1, 2012 does not reflect the impact of the front-end and deferred sales charges (loads) that were in effect until December 1, 2012.


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 the average annual returns. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2013. 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		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.
⁵		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.
Not FDIC insured, nor bank guaranteed. May lose value.

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

Fund Snapshots

October 31, 2013

Portfolio Breakdown (unaudited)


Industry	Managers AMG FQ Tax-Managed U.S. Equity Fund**			Russell 3000^® Index
Information Technology		21.3	%		17.8	%
Financials		14.9	%		17.3	%
Industrials		12.8	%		11.5	%
Health Care		12.2	%		12.5	%
Consumer Discretionary		11.1	%		13.4	%
Energy		9.5	%		9.5	%
Consumer Staples		8.7	%		8.8	%
Materials		3.7	%		3.8	%
Telecommunication Services		3.3	%		2.2	%
Utilities		0.8	%		3.2	%
Other Assets and Liabilities		1.7	%		0.0	%

**	As a percentage of net assets

Top Ten Holdings (unaudited)


Security Name	%of Net Assets
Chevron Corp.*		3.0	%
Exxon Mobil Corp.*		3.0
Apple, Inc.*		2.6
International Business Machines Corp.*		2.5
Berkshire Hathaway, Inc., Class B*		2.4
MasterCard, Inc., Class A*		2.3
Visa, Inc., Class A*		2.2
DIRECTV*		2.0
Kroger Co., The		1.7
Microsoft Corp.		1.6

Top Ten as a Group		23.3	%

*	Top Ten Holding at April 30, 2013

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.

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

Schedule of Portfolio Investments

October 31, 2013


	Shares		Value
Common Stocks - 98.3%
Consumer Discretionary - 1.1%
Aaron’s, Inc.^*		3,300	$	93,621
Bed Bath & Beyond, Inc.^*		6,400		494,848
Dillard’s, Inc., Class A		8,900		729,622
DIRECTV^*		16,100		1,006,089
Discovery Communications, Inc., Class A^*		1,400		124,488
Gap, Inc., The		14,000		517,860
Home Depot, Inc., The		500		38,945
Jack in the Box, Inc.^*		12,200		496,296
Johnson Outdoors, Inc., Class A		1,500		41,145
Liberty Global PLC, Class A^*		900		70,533
Lowe’s Cos., Inc.		7,000		348,460
Macy’s, Inc.		9,700		447,267
Ross Stores, Inc.		700		54,145
Target Corp.		2,000		129,580
TJX Cos., Inc.		11,600		705,164
Visteon Corp.^*		2,800		215,852
Total Consumer Discretionary				5,513,915
Consumer Staples - 8.7%
Archer-Daniels-Midland Co.		2,300		94,070
CVS Caremark Corp.		9,200		572,792
Hershey Co., The		1,900		188,556
Kroger Co., The		19,500		835,380
Oil-Dri Corp. of America		1,400		49,686
Philip Morris International, Inc.		6,400		570,368
Pilgrim’s Pride Corp.^*		34,500		488,865
Procter & Gamble Co., The		3,400		274,550
Safeway, Inc.		5,800		202,420
Tyson Foods, Inc., Class A		16,200		448,254
Wal-Mart Stores, Inc.		7,400		567,950
Total Consumer Staples				4,292,891
Energy - 9.5%
Chevron Corp.		12,300		1,475,508
ConocoPhillips		10,800		791,640
Exxon Mobil Corp.		16,400		1,469,768
Marathon Petroleum Corp.		4,700		336,802
Occidental Petroleum Corp.		3,500		336,280
Phillips 66		4,600		296,378
Total Energy				4,706,376
Financials - 14.9%
American Financial Group, Inc.		1,800		101,268
American International Group, Inc.		4,900		253,085
American Tower Corp.		800		63,480


	Shares		Value
Arch Capital Group, Ltd.^*		11,700	$	678,132
Bank of America Corp.		7,100		99,116
Berkshire Hathaway, Inc., Class A^*		1		172,995
Berkshire Hathaway, Inc., Class B^*		10,287		1,183,828
Central Pacific Financial Corp.		7,800		143,676
Chubb Corp., The		2,200		202,576
Citigroup, Inc.		3,600		175,608
Crawford & Co., Class B		4,700		51,653
Discover Financial Services		10,500		544,740
Everest Re Group, Ltd.		2,200		338,228
FelCor Lodging Trust, Inc.^*		7,300		49,056
First Defiance Financial Corp.		1,000		25,820
Franklin Resources, Inc.		1,800		96,948
GAMCO Investors, Inc., Class A		3,300		235,983
Goldman Sachs Group, Inc., The		900		144,774
Hanmi Financial Corp.		18,900		330,372
JPMorgan Chase & Co.		10,400		536,016
KeyCorp		25,800		323,274
Morgan Stanley		1,200		34,476
PNC Financial Services Group, Inc., The		2,300		169,119
PrivateBancorp, Inc.		15,300		372,708
Provident Financial Holdings, Inc.		1,900		28,804
SunTrust Banks, Inc.		15,800		531,512
United Community Banks, Inc.^*		15,400		240,086
World Acceptance Corp.^*,1		2,500		260,300
Total Financials				7,387,633
Health Care - 12.2%
Actavis PLC^*		2,924		451,992
Amgen, Inc.		6,300		730,800
Anika Therapeutics, Inc.^*		9,800		292,726
ArthroCare Corp.^*		3,700		138,528
Atrion Corp.		251		67,062
Biogen Idec, Inc.^*		2,350		573,846
Cantel Medical Corp.		2,250		78,975
CareFusion Corp.^*		14,600		566,042
Cyberonics, Inc.^*		2,400		138,624
Depomed, Inc.^*		3,500		25,200
Emergent Biosolutions, Inc.^*		1,300		25,389
Humana, Inc.		1,800		165,870
Johnson & Johnson		3,200		296,352
Lannett Co., Inc.^*		8,900		210,129
McKesson Corp.		1,800		281,412
Medtronic, Inc.		11,500		660,100
Pfizer, Inc.		5,200		159,536

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

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

Schedule of Portfolio Investments (continued)


	Shares		Value
Health Care - 12.2% (continued)
Sciclone Pharmaceuticals, Inc.^*		10,800	$	51,084
SurModics, Inc.^*		19,000		448,020
UnitedHealth Group, Inc.		10,100		689,426
Total Health Care				6,051,113
Industrials - 12.8%
Alaska Air Group, Inc.		11,200		791,392
AMERCO		2,600		525,018
Consolidated Graphics, Inc.^*		7,200		461,448
Delta Air Lines, Inc.		20,650		544,747
FedEx Corp.		5,500		720,500
General Electric Co.		7,800		203,892
Navigant Consulting, Inc.^*		8,700		150,945
Oshkosh Corp.^*		9,800		466,382
RPX Corp.^*		23,700		423,282
Swift Transportation Co.^*,1		32,100		699,459
Towers Watson & Co., Class A		2,200		252,582
UniFirst Corp.		4,800		493,536
Union Pacific Corp.		3,800		575,320
VSE Corp.		600		26,280
Total Industrials				6,334,783
Information Technology - 21.3%
Activision Blizzard, Inc.		28,000		465,920
Aeroflex Holding Corp.^*		5,700		44,175
Anaren, Inc.^*		5,100		127,398
Apple, Inc.		2,513		1,312,665
Avnet, Inc.		8,000		317,600
Benchmark Electronics, Inc.^*		17,000		386,410
Brocade Communications Systems, Inc.^*		5,100		40,902
Cisco Systems, Inc.		21,500		483,750
EMC Corp.		6,500		156,455
Google, Inc., Class A^*		301		310,205
International Business Machines Corp.		6,800		1,218,628
MasterCard, Inc., Class A		1,558		1,117,242
Microsoft Corp.		22,700		802,445
Oracle Corp.		23,600		790,600
PC Connection, Inc.		13,900		277,861
Sanmina Corp.^*		19,900		289,744
SYNNEX Corp.^*		9,400		576,220
TiVo, Inc.^*		39,100		519,639
Visa, Inc., Class A		5,600		1,101,352


	Shares			Value
Xerox Corp.		20,900		$	207,746
Total Information Technology					10,546,957
Materials - 3.7%
CF Industries Holdings, Inc.		2,205	��		475,398
Graphic Packaging Holding Co.^*		25,300			212,520
KapStone Paper and Packaging Corp.		2,500			129,900
LyondellBasell Industries N.V., Class A		8,100			604,260
Westlake Chemical Corp.		4,000			429,680
Total Materials					1,851,758
Telecommunication Services - 3.3%
AT&T, Inc.		14,900			539,380
T-Mobile US, Inc.^*		13,450			372,969
United States Cellular Corp.		4,300			208,120
Verizon Communications, Inc.		10,300			520,253
Total Telecommunication Services					1,640,722
Utilities - 0.8%
AES Corp., The		27,000			380,430
Total Common Stocks (cost $32,794,778)					48,706,578
	Principal Amount
Short-Term Investments - 3.0%
Repurchase Agreements - 1.3%²
BNP Paribas Securities Corp., dated 10/31/13, due 11/01/13, 0.090%, total to be received $642,544 (collateralized by various U.S. Government Agency Obligations, 0.250% - 3.125%, 02/28/14 - 02/15/43, totaling $655,393)	$	642,542			642,542
	Shares
Other Investment Companies - 1.7%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		830,073			830,073
Total Short-Term Investments (cost $1,472,615)					1,472,615
Total Investments - 101.3% (cost $34,267,393)					50,179,193
Other Assets, less Liabilities - (1.3)%					(647,341	)
Net Assets - 100.0%				$	49,531,852

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

Managers AMG FQ U.S. Equity Fund

Portfolio Manager’s Comments

THE YEAR IN REVIEW

For the fiscal year ended October 31, 2013, the Managers AMG FQ U.S. Equity Fund (Investor Class) returned 25.66%, compared to 28.99% for its benchmark, the Russell 3000^® Index. Please refer to the table on page 37 for returns for various classes of shares.

U.S. equities continued their multi-year rally over the prior fiscal year as the Federal Reserve (the “Fed”) continued to fuel the rally with a combination of its easy money short- and long-term interest rate policies. With the exception of the May/June time period when investors became skittish about the prospects of the Federal Reserve pulling back on its third round of quantitative easing, equities moved ahead steadily and consistently throughout the year while frequently reaching new all-time highs. Investors skepticism generally remains, however, as both macro and micro conditions have only shown modest improvement throughout the year. While the likelihood appears that we are not headed for another recession in the near-future, prospects for a tepid recovery remain high and investors now fear the combination of high valuations for equities and the inevitable withdrawal of bond-buying from the Fed. For the entire one-year period ended October 31, 2013, smaller-cap equities generally outperformed their larger-cap brethren with the Russell 1000^® (large cap), Russell 2000^® (small cap), Russell 3000^® (all cap), and the Russell Microcap^® Indices returning 28.40%, 36.28%, 28.99%, and 38.72%, respectively.

The Fund delivered strong positive absolute returns for the prior fiscal year but trailed the benchmark during this time. The Fund detracted value from both the equity-only portion of its portfolio as well as from its put-spread collar options (protection strategy) positions. Stock selection weakness within the financials and health care sectors detracted from performance throughout the year although the Fund did benefit from strong selection within the industrials sector. Meanwhile, sector positioning relative to the benchmark was close to neutral throughout the year consistent with the Fund’s investment process and, therefore, failed to add or detract significant value. Exposure to top-down factors offered mixed results relative to the benchmark throughout the year. The

Fund’s protection strategy, an enhancement added to the Fund the prior fiscal year, as expected, detracted from performance as equity markets generally moved upward during this period.

CUMULATIVE TOTAL RETURN PERFORMANCE

Managers AMG FQ U.S. Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This chart compares a hypothetical $10,000 investment made in the Institutional Class Shares of the Fund on October 31, 2003 with a $10,000 investment made in the Russell 3000^® Index for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

Managers AMG FQ U.S. Equity Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the Managers AMG FQ U.S. Equity Fund and the Russell 3000^® Index for the same time periods ended October 31, 2013.


	Average Annual Total Returns¹
	One Year			Five Years			Ten Years			Since Inception			Inception Date
Managers AMG FQ U.S. Equity Fund ^2,3
Investor Class^*		25.66	%		13.73	%		—			5.80	%		03/01/06
Institutional Class		26.00	%		14.04	%		8.01	%		8.20	%		08/14/92
Russell 3000^® Index^4,5		28.99	%		15.94	%		7.92	%		9.45	%		08/31/92

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. Funds are distributed by Managers Distributors, Inc., member FINRA.

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 the average annual returns. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2013. 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.

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.


⁴		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.
⁵		The date reflects the closest available index date to the Fund’s inception date.
Not FDIC insured, nor bank guaranteed. May lose value.

Managers AMG FQ U.S. Equity Fund

Fund Snapshots

October 31, 2013

Portfolio Breakdown (unaudited)


Industry	Managers AMG FQ U.S. Equity Fund**			Russell 3000^® Index
Information Technology		18.7	%		17.8	%
Financials		18.3	%		17.3	%
Consumer Discretionary		12.7	%		13.4	%
Industrials		11.7	%		11.5	%
Health Care		11.4	%		12.5	%
Consumer Staples		8.9	%		8.8	%
Energy		8.7	%		9.5	%
Materials		3.8	%		3.8	%
Telecommunication Services		3.3	%		2.2	%
Utilities		1.6	%		3.2	%
Other Assets and Liabilities		0.9	%		0.0	%

**	As a percentage of net assets

Top Ten Holdings (unaudited)


Security Name	% of Net Assets
Exxon Mobil Corp.*		2.7	%
Berkshire Hathaway, Inc., Class B		2.1
JPMorgan Chase & Co.		2.0
Microsoft Corp.*		2.0
AT&T, Inc.*		1.9
Chevron Corp.*		1.9
Apple, Inc.*		1.9
Medtronic, Inc.		1.6
Cisco Systems, Inc.*		1.6
Union Pacific Corp.*		1.5
Top Ten as a Group		19.2	%

*	Top Ten Holding at April 30, 2013

Managers AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments

October 31, 2013


	Shares		Value
Common Stocks - 99.1%
Consumer Discretionary - 12.7%
Bally Technologies, Inc.^*		9,200	$	672,888
Best Buy Co., Inc.		1,800		77,040
Capella Education Co.^*		5,200		316,784
CBS Corp., Class B		8,200		484,948
Comcast Corp., Class A		14,600		694,668
Dana Holding Corp.		27,500		539,000
Domino’s Pizza, Inc.		1,900		127,414
Gap, Inc., The		16,600		614,034
Home Depot, Inc., The⁴		9,600		747,744
Macy’s, Inc.		13,200		608,652
Marcus Corp., The		3,300		47,388
Marriott International Inc., Class A		1,200		54,096
Mattel, Inc.		12,200		541,314
News Corp., Class A^*		5,725		100,760
NIKE, Inc., Class B		3,000		227,280
Pool Corp.		500		27,190
Smith & Wesson Holding Corp.^*,1		2,700		29,106
TJX Cos., Inc.		5,700		346,503
Twenty-First Century Fox, Inc., Class A		22,900		780,432
Viacom, Inc., Class B		1,300		108,277
Visteon Corp.^*		900		69,381
Walt Disney Co., The		6,000		411,540
Wynn Resorts, Ltd.		700		116,375
Total Consumer Discretionary				7,742,814
Consumer Staple - 8.9%
Altria Group, Inc.		1,600		59,568
Archer-Daniels-Midland Co.		5,900		241,310
Brown-Forman Corp., Class B		450		32,841
Church & Dwight Co., Inc.		600		39,090
Clorox Co., The		1,500		135,285
CVS Caremark Corp.		5,700		354,882
Energizer Holdings, Inc.		500		49,055
Green Mountain Coffee Roasters, Inc.^*,1		1,800		113,058
Hershey Co., The		500		49,620
Ingredion, Inc.		6,700		440,592
Kroger Co., The⁴		19,200		822,528
Pilgrim’s Pride Corp.^*		37,000		524,290
Procter & Gamble Co., The⁴		8,800		710,600
Safeway, Inc.		11,900		415,310
Tyson Foods, Inc., Class A		23,200		641,944
USANA Health Sciences, Inc.^*,1		1,000		68,230
Walgreen Co.		3,500		207,340


	Shares		Value
Wal-Mart Stores, Inc.		6,900	$	529,575
Total Consumer Staples				5,435,118
Energy - 8.7%
Chevron Corp.⁴		9,700		1,163,612
ConocoPhillips⁴		10,400		762,320
Dawson Geophysical Co.^*		2,200		64,328
Exxon Mobil Corp.⁴		18,200		1,631,084
Helmerich & Payne, Inc.		1,900		147,345
HollyFrontier Corp.		2,600		119,756
Marathon Petroleum Corp.		500		35,830
Matrix Service Co.^*		7,700		160,083
Occidental Petroleum Corp.⁴		3,000		288,240
Oceaneering International, Inc.		900		77,292
Schlumberger, Ltd.		3,200		299,904
Valero Energy Corp.		13,600		559,912
Total Energy				5,309,706
Financials - 18.3%
Aflac, Inc.		11,900		773,262
Alexander’s, Inc.		200		64,352
Allstate Corp., The		7,900		419,174
American Capital Agency Corp.		3,400		73,848
American Express Co.⁴		8,400		687,120
American International Group, Inc.		1,500		77,475
American Tower Corp.		400		31,740
Arch Capital Group, Ltd.^*		8,200		475,272
Arlington Asset Investment Corp., Class A		5,800		143,086
AvalonBay Communities, Inc.		400		50,020
Axis Capital Holdings, Ltd.		2,600		123,292
Bancfirst Corp.		1,100		61,127
Bank of America Corp.		58,900		822,244
Berkshire Hathaway, Inc., Class B^*		11,300		1,300,404
Capstead Mortgage Corp.		5,800		68,614
Central Pacific Financial Corp.		7,200		132,624
Citigroup, Inc.		4,800		234,144
Discover Financial Services		2,100		108,948
Dynex Capital, Inc.		6,300		54,432
Eagle Bancorp, Inc.^*		2,400		63,480
Everest Re Group, Ltd.		400		61,496
First Merchants Corp.		3,200		60,160
First NBC Bank Holding Co.^*		2,400		63,960
Franklin Resources, Inc.		3,300		177,738
GAMCO Investors, Inc., Class A		1,000		71,510
Geo Group, Inc., The		1,400		49,378
Goldman Sachs Group, Inc., The		2,100		337,806

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

Managers AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Financials - 18.3% (continued)
Hanmi Financial Corp.		6,200	$	108,376
Health Care REIT, Inc.		700		45,395
Horace Mann Educators Corp.		7,200		199,440
JPMorgan Chase & Co.⁴		24,000		1,236,960
Morgan Stanley		4,500		129,285
Old National Bancorp		1,800		26,172
Potlatch Corp.		15,600		636,948
Republic Bancorp, Inc., Class A		1,900		43,738
Silver Bay Realty Trust Corp.		1		5
Simon Property Group, Inc.		1,900		293,645
State Street Corp.		1,900		133,133
TD Ameritrade Holding Corp.		2,300		62,698
Travelers Cos., Inc., The		1,400		120,820
United Community Banks, Inc.^*		13,800		215,142
Universal Insurance Holdings, Inc.		29,800		233,632
Webster Financial Corp.		4,300		119,927
Wells Fargo & Co.⁴		16,400		700,116
XL Group PLC		9,000		275,130
Total Financials				11,167,268
Health Care - 11.4%
Abbott Laboratories		1,400		51,170
Albany Molecular Research, Inc.^*		11,200		146,720
Allergan, Inc.		500		45,305
Amgen, Inc.		2,300		266,800
AMN Healthcare Services, Inc.^*		3,100		38,440
ArthroCare Corp.^*		8,400		314,496
Cambrex Corp.^*		2,100		35,322
Cyberonics, Inc.^*		5,400		311,904
Emergent Biosolutions, Inc.^*		3,100		60,543
Johnson & Johnson		3,600		333,396
Lannett Co., Inc.^*		6,900		162,909
Ligand Pharmaceuticals, Inc., Class B^*		2,300		119,048
Magellan Health Services, Inc.^*		3,900		228,930
Medtronic, Inc.		16,800		964,320
Merck & Co., Inc.		800		36,072
PDL BioPharma, Inc.¹		84,400		682,796
Pfizer, Inc.⁴		29,100		892,788
Providence Service Corp., The^*		2,000		59,780
Questcor Pharmaceuticals, Inc.¹		6,600		405,042
Repligen Corp.^*		28,900		316,166
Select Medical Holdings Corp.		6,000		50,880
SurModics, Inc.^*		1,900		44,802
United Therapeutics Corp.^*		1,500		132,780


	Shares		Value
UnitedHealth Group, Inc.⁴		8,300	$	566,558
Zimmer Holdings, Inc.		600		52,482
Zoetis, Inc.		19,500		617,370
Total Health Care				6,936,819
Industrials - 11.7%
Allegiant Travel Co.		3,200		333,664
American Science & Engineering, Inc.		1,100		72,358
Boeing Co., The		3,400		443,700
Coleman Cable, Inc.		2,500		61,500
Consolidated Graphics, Inc.^*		3,900		249,951
Delta Air Lines, Inc.		2,800		73,864
Deluxe Corp.		4,700		221,323
Emerson Electric Co.		2,200		147,334
FedEx Corp.⁴		1,400		183,400
General Electric Co.		5,400		141,156
Hyster-Yale Materials Handling, Inc.		600		47,064
Lockheed Martin Corp.		6,500		866,710
Matson, Inc.		2,300		62,307
Northrop Grumman Corp.		7,000		752,570
Oshkosh Corp.^*		2,900		138,011
Parker Hannifin Corp.		300		35,016
Republic Airways Holdings, Inc.^*		15,500		182,590
Rockwell Automation, Inc.		600		66,246
Southwest Airlines Co.		42,200		726,684
Swift Transportation Co.^*,1		30,800		671,132
UniFirst Corp.		6,200		637,484
Union Pacific Corp.		6,000		908,400
United Parcel Service, Inc., Class B		1,000		98,240
United Technologies Corp.⁴		400		42,500
Total Industrials				7,163,204
Information Technology - 18.7%
AOL, Inc.^*		1,000		36,240
Apple, Inc.⁴		2,201		1,149,692
Arrow Electronics, Inc.^*		1,200		57,624
Benchmark Electronics, Inc.^*		29,100		661,443
Brocade Communications Systems, Inc.^*		8,900		71,378
CA, Inc.		19,200		609,792
Cabot Microelectronics Corp.^*		2,900		118,581
Cisco Systems, Inc.⁴		42,600		958,500
Fabrinet^*		25,300		423,522
First Solar, Inc.^*		2,800		140,756
FLIR Systems, Inc.		2,200		62,656
Google, Inc., Class A^*		124		127,792
Harris Corp.		11,100		687,756

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

Managers AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Information Technology - 18.7% (continued)
Hewlett-Packard Co.		14,000	$	341,180
Insight Enterprises, Inc.^*		2,900		61,103
Intel Corp.		7,200		175,896
InterDigital, Inc.		12,800		496,000
International Business Machines Corp.⁴		4,300		770,603
Intuit, Inc.		600		42,846
LSI Corp.		8,600		72,928
Microsoft Corp.⁴		34,400		1,216,040
NIC, Inc.		11,100		273,282
Oracle Corp.⁴		12,200		408,700
PC Connection, Inc.		5,000		99,950
Sanmina Corp.^*		3,300		48,048
ScanSource, Inc.^*		4,200		161,532
Silicon Image, Inc.^*		13,000		68,250
Stamps.com, Inc.^*		800		36,352
TiVo, Inc.^*		14,400		191,376
ValueClick, Inc.^*		2,700		51,867
VeriSign, Inc.^*		10,100		548,228
Visa, Inc., Class A⁴		2,700		531,009
VMware, Inc., Class A^*		1,100		89,408
WebMD Health Corp.^*		11,900		419,118
Xerox Corp.		23,900		237,566
Total Information Technology				11,447,014
Materials - 3.8%
CF Industries Holdings, Inc.		1,100		237,160
LyondellBasell Industries N.V., Class A		10,500		783,300
Monsanto Co.		1,300		136,344
Myers Industries, Inc.		15,300		272,646
Packaging Corp. of America		11,500		716,220
Schweitzer-Mauduit International, Inc.		1,000		61,880
Silgan Holdings, Inc.		1,100		49,577
SunCoke Energy, Inc.^*		3,900		78,000
Total Materials				2,335,127
Telecommunication Services - 3.3%
AT&T, Inc.⁴		33,000		1,194,600
Atlantic Tele-Network, Inc.		2,600		144,092
United States Cellular Corp.		7,000		338,800
Verizon Communications, Inc.		6,100		308,111
Total Telecommunication Services				1,985,603
Utilities - 1.6%
American Electric Power Co., Inc.		5,900		276,356
DTE Energy Co.		8,100		560,034
Duke Energy Corp.		800		57,384


	Shares		Value
Public Service Enterprise Group, Inc.		3,100	$	103,850
Total Utilities				997,624
Total Common Stocks (cost $49,369,552)				60,520,297
	Number of Contracts
Purchased Options - 0.2%
S&P 500 Puts, 1550 Strike Price, Expiration 01/18/14		141		77,550
S&P 500 Puts, 1550 Strike Price, Expiration 11/16/13		106		4,770
S&P 500 Puts, 1600 Strike Price, Expiration 01/18/14		11		9,515
S&P 500 Puts, 1610 Strike Price, Expiration 12/21/13		79		35,945
Total Purchased Options (cost $558,805)				127,780
	Principal Amount
Short-Term Investments - 3.8%
Repurchase Agreements - 2.5%²
BNP Paribas Securities Corp., dated 10/31/13, due 11/01/13, 0.090%, total to be received $522,692 (collateralized by various U.S. Government Agency Obligations, 0.250% - 3.125%, 02/28/14 - 02/15/43, totaling $533,145)	$	522,691		522,691
Citigroup Global Markets, Inc., dated 10/31/13, due 11/01/13, 0.110%, total to be received $1,000,003 (collateralized by various U.S. Government Agency Obligations, 1.625% - 7.000%, 01/01/14 - 10/01/43, totaling $1,020,000)		1,000,000		1,000,000
Total Repurchase Agreements				1,522,691
	Shares
Other Investment Companies - 1.3%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		784,340		784,340
Total Short-Term Investments (cost $2,307,031)				2,307,031
Total Investments - 103.1% (cost $52,235,388)				62,955,108
Other Assets, less Liabilities - (3.1)%				(1,892,290	)
Net Assets - 100.0%			$	61,062,818

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

Managers AMG FQ Global Alternatives Fund

Portfolio Manager’s Comments

THE YEAR IN REVIEW

The Managers AMG FQ Global Alternatives Fund (“Global Alternatives” or the “Fund”) delivered negative returns for the past fiscal year ended October 31, 2013. The Fund (Investor Class) returned -1.39% while the benchmark, the Citigroup 1-Month Treasury Bill Index, returned 0.04% during this time. Please refer to the tables beginning on page 38 for the returns of the other share classes.

Global capital markets continued their multi-year rally over the prior fiscal year driven by risk-based assets as low interest rates and easy global central bank policy continued to push investors to these areas of the market. For the entire one-year period ended October 31, 2013, smaller-cap equities generally outperformed their larger-cap brethren with the Russell 1000^® (large cap), Russell 2000^® (small cap), Russell 3000^® (all cap), and the Russell Microcap^® Indices returning 28.40%, 36.28%, 28.99%, and 38.72%, respectively. International developed-market stocks modestly underperformed their domestic counterparts as the MSCI EAFE Index returned 26.88% during this period. Meanwhile, REITs sharply underperformed domestic U.S. equities returning 10.00% and were hurt during the selloff in May and June. Fixed-income securities struggled for the prior fiscal year as interest rates rose with the Barclays U.S. Aggregate and the Barclays Global Aggregate Indexes returning -1.08% and -1.54%, respectively. Lower-quality securities posted results much stronger than their higher-quality counterparts, returning 8.87% as measured by the Barclays U.S. Corporate High Yield Index.

During this period, the Global Alternatives Fund’s disappointing performance was primarily driven by losses within the stock country selection strategy in the fourth quarter of 2012 and April of this year. In the fourth quarter, losses were primarily driven by long exposure to U.S. equities. During April, the Fund’s anti “Euro Zone periphery” theme weighed heavily on results. The other three strategies had mixed results throughout the year. The Fund’s currency strategy added its most value towards the end of 2012 and amid the market volatility of May. In May, the Fund’s cross-sectional positioning was quite successful as currency markets rewarded fundamentally driven positions. The Fund’s bond country selection

strategy delivered positive results for the year including positive returns in five of the first six months. The Fund’s asset class selection strategy maintained a modest long position throughout the year which contributed positively to performance.

The Portfolio continues to be positioned relatively defensively in most sleeves as most of the sources of fundamental uncertainty present in the third quarter of 2013 continue to remain in place. We believe that the environment for the Fund has in general improved after the Fed’s decision not to taper. We expect the markets to gyrate less violently going forward, now that investors better understand the uncertainty surrounding a number of broad and country-specific events. We continue to monitor the signals and markets closely for those risks, including the consequences of the U.S. government shutdown and debt ceiling negotiations as well as central bank actions (or lack thereof).

CUMULATIVE TOTAL RETURN PERFORMANCE

Managers AMG FQ Global Alternatives Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This chart compares a hypothetical $10,000 investment made in the Investor Class of the Fund on March 30, 2006 (commencement of operations), to a $10,000 investment made in the 1-Month Treasury Index for the same time period. Figures include reinvestment of capital gains and dividends. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

Managers AMG FQ Global Alternatives Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the Managers AMG FQ Global Alternatives Fund and the Citigroup 1-month U.S. Treasury Bill Index for the same time periods ended October 31, 2013.


	Average Annual Total Returns¹
	One Year			Five Years			Since Inception			Inception Date
Managers AMG FQ Global Alternative Fund ^2,3,4,5,6
Investor Class^*		(1.39	)%		(2.54	)%		(0.04	)%		03/30/06
Service Class^**		(1.02	)%		—			(2.20	)%		01/01/10
Institutional Class^**		(0.88	)%		—			(2.08	)%		01/01/10
Citigroup 1-month U.S. Treasury Bill Index⁷		0.04	%		0.07	%		1.34	%		03/31/06

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. Current net asset values per share for each Fund are available on the Fund’s Web site at www.managersinvest.com.

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


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 the average annual returns. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2013. 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 Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed-income securities to fall.
⁴ The Fund may use derivative instruments for hedging purposes or as part of its investment strategy. There is 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.
⁵ 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.
⁶ 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.
⁷ 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.
Not FDIC insured, nor bank guaranteed. May lose value.

Managers AMG FQ Global Alternatives Fund

Schedule of Portfolio Investments

October 31, 2013


	Shares		Value
Exchange Traded Funds - 22.5%
SPDR S&P 500 ETF Trust (cost $17,597,996)		152,118	$	26,731,696
	Principal Amount
U.S. Government Obligations - 40.5%
U.S. Treasury Bills,
0.034%, 11/29/13^5,6	$	28,625,000		28,624,227
0.055%, 03/20/14^5,6		18,480,000		18,476,082
0.063%, 03/27/14^5,6		1,000,000		999,747
Total U.S. Government Obligations (cost $48,100,661)				48,100,056
	Shares
Other Investment Companies - 39.4%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		21,985,804		21,985,804
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.07%		24,880,147		24,880,147
Total Other Investment Companies (cost $46,865,951)				46,865,951
Total Investments - 102.4% (cost $112,564,608)				121,697,703
Other Assets, less Liabilities - (2.4)%				(2,859,319	)
Net Assets - 100.0%			$	118,838,384

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

Managers AMG FQ Global Essentials Fund

Portfolio Manager’s Comments

THE YEAR IN REVIEW

The Managers AMG FQ Global Essentials Fund (“Global Essentials”) delivered positive absolute and relative returns for the past fiscal year ended October 31, 2013. The Fund (Investor Class shares) returned 1.16%, while its benchmark, which consists of 60% of the return of MSCI World (hedged) Index and 40% of the return of the Citigroup World Government Bond (hedged) Index, returned 15.18% during this time.

Global capital markets continued their multi-year rally over the prior fiscal year driven by risk-based assets as low interest rates and easy global central bank policy continued to push investors to these areas of the market. For the entire one-year period ended October 31, 2013, smaller-cap equities generally outperformed their larger-cap brethren with the Russell 1000^® (large cap), Russell 2000^® (small cap), Russell 3000^® (all cap), and the Russell Microcap^® Indices returning 28.40%, 36.28%, 28.99%, and 38.72%, respectively. International developed-market stocks modestly underperformed their domestic counterparts as the MSCI EAFE Index returned 26.88% during this period. Meanwhile, REITs sharply underperformed domestic U.S. equities returning 10.00% and were hurt during the sell-off in May and June. Fixed-income securities struggled for the prior fiscal year as interest rates rose with the Barclays U.S. Aggregate and the Barclays Global Aggregate Indexes returning -1.08% and -1.54%, respectively. Lower-quality securities posted results much stronger than their higher-quality counterparts, returning 8.87% as measured by the Barclays U.S. Corporate High Yield Index.

While the Fund delivered positive absolute performance for the year, May and June were a particularly tough performance period for the Fund. During that time, separate news events coincided to cause all three asset classes (equities, bonds and commodities) to decline together. Those independent events were the hints of the beginning of the end of the latest round of quantitative easing by the Federal Reserve and a darkening economic outlook in China and other emerging markets. Additional pressure also came from U.S. Dollar appreciation, as growth prospects in the U.S., while not vibrant, looked better than those of the rest of the world. A Fund like Global Essentials depends upon diversification to succeed. When correlations between asset classes temporarily increase due to a

coincidence of independent events, as they did during this period, the Fund can have a significant but, generally, short-lived draw down. The rise in correlations between stocks, bonds and commodities is usually not a long-term phenomenon and that proved to be the case this time as well. In the last four months of the fiscal year, the Fund performed well as the Fed tempered its statements and, coupled with improved Chinese growth data, caused the market to reflect and ultimately adjust expectations. This led to a bounce back in various asset classes and steady performance for the Fund through the end of the year.

The First Quadrant Market Risk Index, (one of First Quadrant’s proprietary investment tools) is currently measuring a “Very Low Risk” environment as of the end of the fiscal year driven by the low cost of hedging, narrow credit spreads and expansive monetary policy. This does not mean, however, that the world is without risk.

This commentary reflects the viewpoints of the portfolio manager, First Quadrant L.P,, as of October 31, 2013 and is not intended as a forecast or guarantee of future results, and is subject to change without notice.

CUMULATIVE TOTAL RETURN PERFORMANCE

Managers AMG FQ Global Essentials Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This chart compares a hypothetical $10,000 investment made in the Institutional Class Shares of the Fund on October 31, 2003, to a $10,000 investment made in the Hedged Index and the Unhedged Index for the same time period. Figures include reinvestment of capital gains and dividends. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

Managers AMG FQ Global Essentials Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the Managers AMG FQ Global Essentials Fund and the Managers AMG FQ Global Essentials Fund Composite Hedged and Unhedged Indexes for the same time periods ended October 31, 2013.


	Average Annual Total Returns¹
	One Year			Five Years			Ten Years			Since Inception			Inception Date
Managers AMG FQ Global Essentials Fund ^2,3,4,5,6,7
Investor Class^*		1.16	%		—			—			7.01	%		01/01/10
Service Class^*		1.61	%		—			—			7.39	%		01/01/10
Institutional Class		1.61	%		10.14	%		4.71	%		6.22	%		11/18/88
Managers AMG FQ Global Essentials Fund Composite Hedged Index⁸		15.18	%		7.88	%		4.89	%		5.76	%		11/30/88
Managers AMG FQ Global Essentials Fund Composite Unhedged Index⁸		13.50	%		10.38	%		6.83	%		6.99	%		11/30/88

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. Current net asset values per share for each Fund are available on the Fund’s Web site at www.managersinvest.com.

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

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

³	Investments in foreign securities, 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.


⁴		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.
⁵		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.
⁶		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.
⁷		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.
⁸		The Fund’s index is comprised of 60% MSCI World Index, 40% Citigroup World Government Bond Index and reflects an inception date of November 30, 1988. 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.

Managers AMG FQ Global Essentials Fund

Schedule of Portfolio Investments

October 31, 2013


	Shares		Value
Exchange Traded Funds - 60.2%
iShares Barclays TIPS Bond Fund		112,253	$	12,676,732
iShares iBoxx $ High Yield Corporate Bond Fund		336,824		31,459,362
Jefferies TR/J CRB Global Commodity Equity Index Fund		50,138		2,167,967
Market Vectors RVE Hard Assets Producers		57,953		2,177,874
Materials Select Sector SPDR Fund¹		50,312		2,202,156
SPDR DB International Government Inflation-Protected Bond		39,347		2,376,952
Vanguard REIT		101,112		6,988,861
Total Exchange Traded Funds (cost $59,582,825)				60,049,904
Exchange Traded Notes - 10.8%
Barclays, Inc., iPath Dow Jones-UBS Copper Subindex Total Return, 10/22/37		44,032		1,778,893
Barclays, Inc., iPath Dow Jones-UBS Grains Subindex Total Return, 10/22/37		21,542		971,113
Barclays, Inc., iPath Goldman Sachs Crude Oil Total Return Index, 08/07/36¹		44,324		1,007,041
Deutsche Bank AG, PowerShares DB Agriculture Double Long, 04/01/38		123,077		1,022,770
Deutsche Bank AG, PowerShares DB Gold Double Long, 02/15/38¹		66,184		2,022,583
Swedish Export Credit Corp., ELEMENTS Linked to the Rogers International Commodity Index - Total Return, 10/24/22		482,901		3,935,643
Total Exchange Traded Notes (cost $12,308,395)				10,738,043
	Number of Contracts
Purchased Options - 0.2%
S&P 500 Puts, 1540 Strike Price, Expiration 12/21/13		191		42,020
S&P 500 Puts, 1550 Strike Price, Expiration 11/16/13		204		9,180
S&P 500 Puts, 1600 Strike Price, Expiration 01/18/14		186		160,890
Total Purchased Options (cost $770,316)				212,090
	Principal Amount
U.S. Government Obligations - 9.0%
U.S. Treasury Bills, 0.030%, 11/29/13^5,6(cost $8,999,475)	$	9,000,000		8,999,784
Short-Term Investments - 23.5%
Repurchase Agreements - 2.0%²
Barclays Capital, dated 10/31/13, due 11/01/13, 0.080%, total to be received $48,442 (collateralized by various U.S. Government Agency Obligations, 0.000% - 4.250%, 11/15/13 - 08/15/43, totaling $49,411)		48,442		48,442
Citigroup Global Markets, Inc., dated 10/31/13, due 11/01/13, 0.110%, total to be received $1,000,003 (collateralized by various U.S. Government Agency Obligations, 1.625% - 7.000%, 01/01/14 - 10/01/43, totaling $1,020,000)		1,000,000		1,000,000
Merrill Lynch, Pierce, Fenner & Smith, Inc., dated 10/31/13, due 11/01/13, 0.100%, total to be received $1,000,003 (collateralized by various U.S. Government Agency Obligations, 3.000% - 3.500%, 09/20/42 - 05/20/43, totaling $1,020,000)		1,000,000		1,000,000
Total Repurchase Agreements				2,048,442

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

Managers AMG FQ Global Essentials Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Other Investment Companies - 21.5%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		11,270,641	$	11,270,641
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.07%		10,138,608		10,138,608
Total Other Investment Companies				21,409,249
Total Short-Term Investments (cost $23,457,691)				23,457,691
Total Investments - 103.7% (cost $105,118,702)				103,457,512
Other Assets, less Liabilities - (3.7)%				(3,674,435	)
Net Assets - 100.0%			$	99,783,077

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

Notes to Schedules of Portfolio Investments

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

At October 31, 2013, the approximate cost of investments for Federal income tax purposes and the aggregate gross unrealized appreciation and/or depreciation based on tax cost were as follows:


Fund	Cost		Appreciation		Depreciation			Net
Managers AMG FQ Tax-Managed U.S. Equity Fund	$	34,267,393	$	16,067,903	$	(156,103	)	$	15,911,800
Managers AMG FQ U.S. Equity Fund		52,288,806		11,514,018		(847,716	)		10,666,302
Managers AMG FQ Global Alternatives Fund		112,564,608		9,134,596		(1,501	)		9,133,095
Managers AMG FQ Global Essentials Fund		106,209,256		1,078,163		(3,829,907	)		(2,751,744	)

^*	Non-income producing security.

¹	Some or all of these shares were out on loan to various brokers as of October 31, 2013, amounting to:


Fund	Market Value		% of Net Assets
Managers AMG FQ Tax-Managed U.S. Equity Fund	$	617,469		1.2	%
Managers AMG FQ U.S. Equity Fund		1,477,043		2.4	%
Managers AMG FQ Global Essentials Fund		1,968,783		2.0	%

²	Collateral received from brokers for securities lending was invested in these short-term investments.

³	Yield shown for each investment company represents the October 31, 2013, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

⁴	Some or all of these securities were held as collateral for options written.

⁵	Represents yield to maturity at October 31, 2013.

⁶	Some or all of these securities were held as collateral for futures contracts as of October 31, 2013, amounting to:


Fund	Market Value		% of Net Assets
Managers AMG FQ Global Alternatives Fund	$	48,100,056		40.5	%
Managers AMG FQ Global Essentials Fund		8,999,784		9.0	%

The following tables summarize the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of October 31, 2013: (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 Tax-Managed U.S. Equity Fund
Investments in Securities
Common Stocks^†	$	48,706,578		—		—	$	48,706,578
Short-Term Investments
Repurchase Agreements		—	$	642,542		—		642,542
Other Investment Companies		830,073		—		—		830,073

Total Investments in Securities	$	49,536,651	$	642,542		—	$	50,179,193

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

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 AMG FQ U.S. Equity Fund
Investments in Securities
Common Stocks^†	$	60,520,297			—		—	$	60,520,297
Short-Term Investments
Repurchase Agreements		—		$	1,522,691		—		1,522,691
Other Investment Companies		784,340			—		—		784,340

Total Investments in Securities	$	61,304,637		$	1,522,691		—	$	62,827,328

Financial Derivative Instruments-Assets^††
Equity Contracts	$	135,042			—		—	$	135,042

Financial Derivative Instruments-Liabilities^††
Equity Contracts		(492,018	)		—		—		(492,018	)

Total Financial Derivative Instruments	$	(356,976	)		—		—	$	(356,976	)


	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^†††	$	26,731,696			—			—	$	26,731,696
U.S. Government Obligations^††††		—		$	48,100,056			—		48,100,056
Other Investment Companies		46,865,951			—			—		46,865,951

Total Investments in Securities	$	73,597,647		$	48,100,056			—	$	121,697,703

Financial Derivative Instruments-Assets^††
Foreign Exchange Contracts		—		$	4,320,151			—	$	4,320,151
Equity Contracts	$	304,602						—		304,602
Interest Rate Contracts		2,044,084						—		2,044,084

		2,348,686			4,320,151			—		6,668,837

Financial Derivative Instruments-Liabilities^††
Foreign Exchange Contracts		—			(4,538,873	)		—		(4,538,873	)
Equity Contracts		(1,344,358	)					—		(1,344,358	)
Interest Rate Contracts		(1,871,012	)					—		(1,871,012	)

		(3,215,370	)		(4,538,873	)		—		(7,754,243	)

Total Financial Derivative Instruments	$	(866,684	)	$	(218,722	)		—	$	(1,085,406	)

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

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 AMG FQ Global Essentials Fund
Investments in Securities
Exchange Traded Funds^†††	$	60,049,904			—		—	$	60,049,904
Exchange Traded Notes^†††		10,738,043			—		—		10,738,043
U.S. Government Obligations^††††		—		$	8,999,784		—		8,999,784
Short-Term Investments
Repurchase Agreements		—			2,048,442		—		2,048,442
Other Investment Companies		21,409,249			—		—		21,409,249

Total Investments in Securities	$	92,197,196		$	11,048,226		—	$	103,245,422

Financial Derivative Instruments-Assets^††
Equity Contracts	$	2,788,451			—		—	$	2,788,451
Interest Rate Contracts		732,466			—		—		732,466

		3,520,917			—		—		3,520,917

Financial Derivative Instruments-Liabilities^††
Equity Contracts		(832,765	)		—		—		(832,765	)

Total Financial Derivative Instruments	$	2,688,152			—		—	$	2,688,152

†	For a detailed break-out of the common stocks by major industry classification, please refer to the Schedule of Portfolio Investments.

††	Derivative instruments, such as futures, written 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 written options are shown at value.

†††	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.

As of October 31, 2013, the Funds had no transfers between levels from the beginning of the reporting period.

The following schedule shows the fair value of derivative instruments at October 31, 2013:

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

Options purchased²

127,780

��

Options written

492,018

Equity contracts

Receivable for variation margin^*,1

7,262

Payable for variation margin^*,1

—

Totals

135,042

492,018

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 Fund

Equity contracts

Receivable for variation margin^*,1

304,602

Payable for variation margin^*,1

1,344,358

Interest rate
contracts*

Receivable for variation margin^*,1

2,044,084

Payable for variation margin^*,1

1,871,012

Foreign exchange
contracts

Unrealized appreciation of foreign

currency contracts

4,320,151

Unrealized depreciation of
foreign currency contracts

4,538,873

Totals

6,668,837

7,754,243

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

Notes to Schedules of Portfolio Investments (continued)

Asset Derivatives

Liability Derivatives

Fund

Derivatives not accounted for as
hedging instruments

Statement of Assets and Liabilities
Location

Fair Value

Statement of Assets and Liabilities
Location

Fair Value

Managers AMG FQ Global Essentials Fund

Equity contracts

Options purchased²

212,090

Options Written

832,765

Equity contracts

Receivable for variation margin^*,1

2,576,361

Payable for variation margin^*,1

—

Interest rate contracts

Receivable for variation margin^*,1

732,466

Payable for variation margin^*,1

—

Totals

3,520,917

832,765

Includes only the October 31, 2013 futures variation margin. Prior futures variation margin movements have been settled in cash on the Statement of Assets and Liabilities upon receipt or payment.

Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

For the fiscal year ended October 31, 2013, the effect of derivative instruments on the Statement of Operations for the Funds and the amount of realized gain (loss) and unrealized gain (loss) on derivatives recognized in income is as follows:


		Realized Gain (Loss)				Change in Unrealized Gain (Loss)
Fund	Derivatives not accounted for as hedging instruments	Statement of Operations Location	Realized Gain/(Loss)			Statement of Operations Location	Change in Unrealized Gain/(Loss)
Managers AMG FQ U.S. Equity Fund	Equity contracts	Net realized loss on options purchased²	$	(2,149,917	)	Net change in unrealized appreciation (depreciation) options purchased²	$	(263,632	)
	Equity contracts	Net realized loss on options written²		1,471,927		Net change in unrealized appreciation (depreciation) options written		(133,420	)
	Equity contracts	Net realized gain on futures contracts		26,881		Net change in unrealized appreciation (depreciation) of futures contracts		9,845

Totals			$	(651,109	)		$	(387,207	)


		Realized Gain (Loss)				Change in Unrealized Gain (Loss)
Fund	Derivatives not accounted for as hedging instruments	Statement of Operations Location	Realized Gain/(Loss)			Statement of Operations Location	Change in Unrealized Gain/(Loss)
Managers AMG FQ Global Alternatives Fund	Equity contracts	Net realized loss on futures contracts	$	(11,341,843	)	Net change in unrealized appreciation (depreciation) of futures contracts	$	(3,668,773	)
	Interest rate contracts	Net realized loss on futures contracts		(2,820,216	)	Net change in unrealized appreciation (depreciation) of futures contracts		2,835,158
	Foreign exchange contracts	Net realized gain on foreign currency transactions		7,878,413		Net change in unrealized appreciation (depreciation) of foreign currency translations		(1,673,238	)

Totals			$	(6,283,646	)		$	(2,506,853	)

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

Notes to Schedules of Portfolio Investments (continued)


		Realized Gain (Loss)				Change in Unrealized Gain (Loss)
Fund	Derivatives not accounted for as hedging instruments	Statement of Operations Location	Realized Gain/(Loss)			Statement of Operations Location	Change in Unrealized Gain/(Loss)
Managers AMG FQ Global Essentials Fund	Equity contracts	Net realized loss on options purchased²	$	(474,140	)	Net change in unrealized appreciation (depreciation) options purchased²	$	(558,226	)
	Equity contracts	Net realized loss on options written²		(328,733	)	Net change in unrealized appreciation (depreciation) options written		(54,913	)
	Equity contracts	Net realized gain on futures contracts		7,754,123		Net change in unrealized appreciation (depreciation) of futures contracts		3,233,809
	Interest rate contracts	Net realized loss on futures contracts		(6,438,532	)	Net change in unrealized appreciation (depreciation) of futures contracts		1,046,170

Totals			$	512,718			$	3,666,840

Options purchased are included in Investments at value on the Statement of Assets and Liabilities. Net realized gain (loss) on options purchased/written and net change in unrealized appreciation (depreciation) options purchased are included in the net realized gain (loss) on investments on the Statement of Operations.

At October 31, 2013, the following Funds had open written options:

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

Managers AMG FQ U.S. Equity Fund - Written Option Contracts


Description	Exercise Price	Expiration Date	Number of Contracts	Premium		Unrealized Gain/(Loss)
S&P 500 Index (Call)	1,750	11/16/13	49	$	39,127	$	(56,424	)
S&P 500 Index (Call)	1,760	11/16/13	57		41,809		(35,540	)
S&P 500 Index (Call)	1,820	01/18/14	152		69,692		(121,828	)
S&P 500 Index (Call)	1,825	12/21/13	79		53,172		10,512
S&P 500 Index (Call)	1,850	01/18/14	11		4,603		(2,382	)
S&P 500 Index (Put)	1,490	11/16/13	77		89,484		87,175
S&P 500 Index (Put)	1,500	11/16/13	29		36,207		35,337
S&P 500 Index (Put)	1,500	01/18/14	152		151,772		96,748
S&P 500 Index (Put)	1,550	12/21/13	79		78,847		59,097

Totals				$	564,713	$	72,695

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

Notes to Schedules of Portfolio Investments (continued)

Managers AMG FQ Global Essentials Fund - Written Option Contracts


Description	Exercise Price	Expiration Date	Number of Contracts	Premium		Unrealized Gain/(Loss)
S&P 500 Index (Call)	1,740	11/16/13	204	$	177,050	$	(359,470	)
S&P 500 Index (Call)	1,850	01/18/14	186		77,728		(40,382	)
S&P 500 Index (Call)	1,850	12/21/13	191		75,998		30,158
S&P 500 Index (Put)	1,470	12/21/13	191		95,098		71,223
S&P 500 Index (Put)	1,490	11/16/13	204		203,570		197,450
S&P 500 Index (Put)	1,550	01/18/14	186		148,408		46,108

Totals				$	777,852	$	(54,913	)

Transactions in written put and call options and swaptions for the fiscal year ended October 31, 2013, were as follows: (See Note 10 in the Notes to Financial Statements.)

Managers AMG FQ U.S. Equity Fund


	Number of Contracts			Amount of Premiums
Options outstanding at October 31, 2012		490		$	227,265
Options written		5,033			2,509,286
Options exercised/expired/closed		(4,838	)		(2,171,838	)

Options outstanding at October 31, 2013		685		$	564,713

Managers AMG FQ Global Essentials


	Number of Contracts			Amount of Premiums
Options outstanding at October 31, 2012		—			—
Options written		1,978		$	1,239,211
Options exercised/expired/closed		(816	)		(461,359	)

Options outstanding at October 31, 2013		1,162		$	777,852

All futures contracts are exchange traded unless otherwise noted. The counterparty for all OTC contracts is Morgan Stanley and Goldman Sachs. (See Note 9 in the Notes to Financial Statements.) At October 31, 2013, the following Funds had open futures contracts:

Managers AMG FQ U.S. Equity Fund - Futures Contracts

Type

Number of Contracts

Position

Expiration
Date

Unrealized
Gain

S&P 500 E-Mini Index

Long

12/20/13

7,262

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

Notes to Schedules of Portfolio Investments (continued)

Managers AMG FQ Global Alternatives Fund - Futures Contracts

Type

Currency

Number of Contracts

Position

Expiration
Date

Unrealized
Gain/(Loss)

Amsterdam Index

EUR

Long

11/15/13

114,914

Australia 10-Year Bond

AUD

292

Short

12/16/13

(369,996

)

Australian SPI 200

AUD

126

Short

12/19/13

(375,850

)

CAC40 Index

EUR

Long

11/15/13

35,962

Canadian 10-Year Bond

CAD

669

Short

12/18/13

(1,405,062

)

DAX Index

EUR

Short

12/20/13

(99,992

)

Euro-Bund 10-Year

EUR

Long

12/06/13

366,834

FTSE 100 Index

GBP

Long

12/20/13

69,642

FTSE/MIB Index

EUR

Long

12/20/13

33,976

Hang Seng Index

HKD

Long

11/28/13

47,699

IBEX 35 Index

EUR

Short

11/15/13

(98,883

)

Japanese 10-Year Bond

JPY

Short

12/10/13

(95,954

)

S&P 500 E-Mini Index

USD

222

Short

12/20/13

(769,633

)

S&P/TSX 60 Index

CAD

Short

12/19/13

1,352

TOPIX Index

JPY

102

Long

12/12/13

1,057

U.K. 10-Year Gilt

GBP

130

Long

12/27/13

358,290

U.S. Treasury 10-Year Bond

USD

669

Long

12/19/13

1,318,960

Total

(866,684

)

Managers AMG FQ Global Essentials Fund - Futures Contracts

Type

Currency

Number of Contracts

Position

Expiration
Date

Unrealized
Gain

Amsterdam Index

EUR

Long

11/15/13
to
12/20/13

106,338

Australia 10-Year Bond

AUD

Long

12/16/13

75,648

Australian SPI 200

AUD

Long

12/19/13

175,491

CAC40 Index

EUR

Long

11/15/13
to
12/20/13

100,890

Canadian 10-Year Bond

CAD

Long

12/18/13

161,295

DAX Index

EUR

Long

12/20/13

117,395

E-Mini MSCI Index

USD

274

Long

12/20/13

502,201

Euro-Bund 10-Year

EUR

Long

12/06/13

127,840

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

Notes to Schedules of Portfolio Investments (continued)

Type

Currency

Number of Contracts

Position

Expiration
Date

Unrealized
Gain

Euro-Bund 30-Year

EUR

Long

12/06/13

48,313

FTSE 100 Index

GBP

Long

12/20/13

84,921

FTSE/MIB Index

EUR

Long

12/20/13

230,751

Hang Seng Index

HKD

Long

11/28/13

50,879

IBEX 35 Index

EUR

Long

11/15/13

49,461

Russell 2000 Index

USD

137

Long

12/20/13

705,254

S&P 500 E-Mini Index

USD

Long

12/20/13

188,778

S&P/TSX 60 Index

CAD

Long

12/19/13

195,671

TOPIX Index

JPY

Long

12/12/13

68,331

U.K. 10-Year Gilt

GBP

Long

12/27/13

161,818

U.S. Treasury Long Bond

USD

Long

12/19/13

157,552

Total

3,308,827

At October 31, 2013, the following Funds had 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	12/18/13	GS	$	7,152,090	$	7,190,720	$	(38,630	)
Australian Dollar	Long	12/18/13	GS		3,043,957		3,022,853		21,104
Australian Dollar	Long	12/18/13	MS		4,014,681		4,042,309		(27,628	)
Australian Dollar	Long	12/18/13	MS		643,570		630,584		12,986
British Pound	Long	12/18/13	GS		5,638,099		5,668,598		(30,499	)
British Pound	Long	12/18/13	MS		33,010,318		32,321,598		688,720
Canadian Dollar	Long	12/18/13	GS		6,620,342		6,683,802		(63,460	)
Canadian Dollar	Long	12/18/13	MS		4,215,826		4,306,091		(90,265	)
Euro	Long	12/18/13	GS		14,328,341		14,466,625		(138,284	)
Euro	Long	12/18/13	GS		40,774,002		39,835,362		938,640
Euro	Long	12/18/13	MS		31,600,175		30,845,274		754,901
Japanese Yen	Long	12/18/13	GS		15,431,727		15,583,245		(151,518	)
Japanese Yen	Long	12/18/13	GS		4,900,130		4,878,815		21,315
Japanese Yen	Long	12/18/13	MS		4,821,017		4,762,652		58,365
New Zealand Dollar	Long	12/18/13	GS		3,548,172		3,584,048		(35,876	)

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

Notes to Schedules of Portfolio Investments (continued)


Foreign Currency	Position	Settlement Date	Counterparty	Receivable Amount		Payable Amount		Unrealized Gain/ (Loss)
New Zealand Dollar	Long	12/18/13	MS	$	4,498,186	$	4,553,442	$	(55,256	)
New Zealand Dollar	Long	12/18/13	MS		9,347,835		9,081,424		266,411
Norwegian Krone	Long	12/18/13	GS		8,862,233		8,909,399		(47,166	)
Norwegian Krone	Long	12/18/13	GS		18,142,268		18,126,423		15,845
Norwegian Krone	Long	12/18/13	MS		8,929,082		8,910,145		18,937
Singapore Dollar	Long	12/18/13	MS		4,751,348		4,695,975		55,373
Swedish Krona	Long	12/18/13	GS		3,898,991		3,972,863		(73,872	)
Swedish Krona	Long	12/18/13	MS		12,018,036		11,852,073		165,963
Swiss Franc	Long	12/18/13	GS		3,870,841		3,944,725		(73,884	)
Swiss Franc	Long	12/18/13	GS		4,894,930		4,756,908		138,022
Swiss Franc	Long	12/18/13	MS		5,518,385		5,492,840		25,545
Australian Dollar	Short	12/18/13	GS		5,958,487		5,851,501		106,986
Australian Dollar	Short	12/18/13	MS		501,038		503,565		(2,527	)
British Pound	Short	12/18/13	GS		985,010		1,006,897		(21,887	)
British Pound	Short	12/18/13	MS		2,198,486		2,197,049		1,437
Canadian Dollar	Short	12/18/13	GS		38,798,062		38,472,233		325,829
Canadian Dollar	Short	12/18/13	MS		15,323,538		15,226,648		96,890
Euro	Short	12/18/13	GS		11,356,461		11,461,727		(105,266	)
Euro	Short	12/18/13	GS		10,329,940		10,216,429		113,511
Euro	Short	12/18/13	MS		5,656,369		5,677,063		(20,694	)
Japanese Yen	Short	12/18/13	GS		5,402,612		5,508,292		(105,680	)
Japanese Yen	Short	12/18/13	GS		3,028,788		2,999,125		29,663
New Zealand Dollar	Short	12/18/13	GS		37,277,794		38,318,863		(1,041,069	)
New Zealand Dollar	Short	12/18/13	GS		14,376,155		14,181,713		194,442
Norwegian Krone	Short	12/18/13	GS		4,033,481		4,083,586		(50,105	)
Norwegian Krone	Short	12/18/13	GS		11,528,563		11,464,006		64,557
Singapore Dollar	Short	12/18/13	GS		22,351,626		22,806,266		(454,640	)
Singapore Dollar	Short	12/18/13	GS		1,517,962		1,513,017		4,945
Swedish Krona	Short	12/18/13	GS		33,928,657		34,324,243		(395,586	)
Swedish Krona	Short	12/18/13	GS		3,860,732		3,818,871		41,861
Swedish Krona	Short	12/18/13	MS		5,553,797		5,454,609		99,188
Swiss Franc	Short	12/18/13	GS		27,167,743		27,940,573		(772,830	)

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

Notes to Schedules of Portfolio Investments (continued)


Foreign Currency	Position	Settlement Date	Counterparty	Receivable Amount		Payable Amount		Unrealized Gain/ (Loss)
Swiss Franc	Short	12/18/13	GS	$	6,125,513	$	6,066,798	$	58,715
Swiss Franc	Short	12/18/13	MS		26,857,762		27,600,013		(742,251	)

Totals				$	558,593,158	$	558,811,880	$	(218,722	)


Currency Abbreviations:

AUD:		Australian Dollar
CAD:		Canadian Dollar
EUR:		Euro
GBP:		British Pound
HKD:		Hong Kong Dollar
JPY:		Japanese Yen
USD:		U.S. Dollar

Counterparty Abbreviations:

MS:		Morgan Stanley
GS:		Goldman Sachs Group, Inc.
OTC:		Over-the-counter

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

Statement of Assets and Liabilities

October 31, 2013


	Managers AMG FQ Tax-Managed U.S. Equity Fund		Managers AMG FQ U.S. Equity Fund		Managers AMG FQ Global Alternatives Fund		Managers AMG FQ Global Essentials Fund
Assets:
Investments at value* (including securities on loan valued at $617,469, $1,477,043, $0, and $1,968,783, respectively)	$	50,179,193	$	62,955,108	$	121,697,703	$	103,457,512
Cash		3,192		—		—		—
Cash collateral for futures		—		77,000		—		—
Receivable for Fund shares sold		27,585		100,594		137,841		8,893
Dividends, interest and other receivables		27,618		37,804		2,387		19,995
Receivable for variation margin on futures contracts		—		—		313,922		97,443
Receivable for investments sold		—		—		520,676		289,729
Receivable from affiliate		—		—		45,118		20,703
Unrealized appreciation on forward foreign currency contracts		—		—		4,320,151		—
Prepaid expenses		15,946		16,365		17,912		19,247
Total assets		50,253,534		63,186,871		127,055,710		103,913,522
Liabilities:
Payable to custodian		—		825		—		255,838
Payable upon return of securities loaned		642,542		1,522,691		—		2,048,442
Payable for Fund shares repurchased		7,988		33,560		584,002		81,502
Written options (premium received $564,713 and $777,852, respectively)		—		492,018		—		832,765
Payable for variation margin on futures contracts		—		960		565,786		503,439
Unrealized depreciation on forward foreign currency contracts		—		—		4,538,873		—
Payable for broker collateral on futures		—		—		1,690,000		—
Payable for investments purchased		—		—		523,107		291,104
Accrued expenses:
Investment management and advisory fees		35,173		17,859		173,243		51,354
Shareholder servicing fees - Investor Class		—		—		6,631		1,209
Administrative fees		—		12,756		25,477		21,397
Distribution fees - Investor Class		1,332		4,791		12,616		1,209
Trustees fees and expenses		252		193		1,590		550
Other		34,395		38,400		96,001		41,636
Total liabilities		721,682		2,124,053		8,217,326		4,130,445

Net Assets	$	49,531,852	$	61,062,818	$	118,838,384	$	99,783,077
* Investments at cost	$	34,267,393	$	52,235,388	$	112,564,608	$	105,118,702

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

Statement of Assets and Liabilities

October 31, 2013 (continued)


	Managers AMG FQ Tax-Managed U.S. Equity Fund			Managers AMG FQ U.S. Equity Fund			Managers AMG FQ Global Alternatives Fund			Managers AMG FQ Global Essentials Fund
Net Assets Represent:
Paid-in capital	$	52,186,678		$	58,000,638		$	107,761,248		$	115,808,578
Undistributed net investment income		107,748			22,286			7,349,905			—
Accumulated net realized loss from investments, options, futures and foreign currency transactions		(18,674,374	)		(7,759,783	)		(4,318,027	)		(17,622,752	)
Net unrealized appreciation of investments, options, futures and foreign currency translations		15,911,800			10,799,677			8,045,258			1,597,251
Net Assets	$	49,531,852		$	61,062,818		$	118,838,384		$	99,783,077

Investor Shares:
Net Assets	$	6,324,483	¹	$	23,103,126	¹	$	58,165,271	¹	$	5,519,769
Shares outstanding		315,854	¹		1,517,112	¹		6,537,349	¹		420,127
Net asset value and redemption price per share	$	20.02	¹	$	15.23	¹	$	8.90	¹	$	13.14
Service Shares:
Net Assets		n/a			n/a		$	39,059,624		$	5,844,122
Shares outstanding		n/a			n/a			4,372,256			442,512
Net asset value and redemption price per share		n/a			n/a		$	8.93		$	13.21
Institutional Class Shares:
Net Assets	$	43,207,369		$	37,959,692		$	21,613,489		$	88,419,186
Shares outstanding		2,161,015			2,486,561			2,413,497			6,682,925
Net asset value and redemption price per share	$	19.99		$	15.27		$	8.96		$	13.23

¹	Effective December 1, 2012, all Class A shares were renamed Investor Class shares and Class C shares converted to Investor Class shares.

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

Statement of Operations

For the fiscal year ended October 31, 2013


	Managers AMG FQ Tax-Managed U.S. Equity Fund			Managers AMG FQ U.S. Equity Fund			Managers AMG FQ Global Alternatives Fund			Managers AMG FQ Global Essentials Fund
Investment Income:
Dividend income	$	740,934	¹	$	1,325,861	¹	$	758,303		$	1,845,519
Interest income		—			2			46,201			9,426
Securities lending income		569			13,717			2,526			23,557
Foreign withholding tax		(3,503	)		(2,504	)		—			—
Total investment income		738,000			1,337,076			807,030			1,878,502
Expenses:
Investment management and advisory fees		384,038			186,178			2,559,163			683,721
Administrative fees		—			132,985			376,346			284,883
Distribution fees - Investor Class		14,049			42,341			224,317			24,408
Distribution fees - Class C		2,291			439			12,394			—
Shareholder servicing fees - Investor Class		—			—			175,994			24,408
Shareholder servicing fees - Service Class		—			—			57,946			8,201
Registration fees		35,286			34,316			36,077			48,821
Transfer agent		21,395			30,405			189,521			26,092
Custodian		21,115			11,904			10,896			14,918
Reports to shareholders		11,609			12,224			57,478			19,064
Extraordinary expense		10,639			12,254			28,738			29,140
Professional fees		8,382			25,719			29,893			72,819
Trustees fees and expenses		1,280			1,864			4,146			3,437
Interest expense on futures contracts		—			—			9,817			2,512
Miscellaneous		2,068			2,153			6,036			4,756
Total expenses before offsets		512,152			492,782			3,778,762			1,247,180
Fee waivers		—			—			(80,987	)		(13,474	)
Expense reimbursements		(40,130	)		(17,474	)		(1,047,432	)		(144,328	)
Net expenses		472,022			475,308			2,650,343			1,089,378

Net investment income (loss)		265,978			861,768			(1,843,313	)		789,124
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments		5,319,200			5,479,862			13,599,523			(1,173,365	)
Net realized gain (loss) on futures contracts		—			26,881			(14,162,059	)		1,315,591
Net realized gain on foreign currency transactions		—			—			8,866,774			36,904
Net change in unrealized appreciation (depreciation) of investments		6,683,434			5,958,699			(6,965,394	)		(3,634,033	)
Net change in unrealized appreciation (depreciation) of futures contracts		—			9,845			(833,615	)		4,279,979
Net change in unrealized appreciation (depreciation) on foreign currency translations		—			—			(1,665,904	)		2,283
Net change in unrealized appreciation (depreciation) on written options		—			(133,420	)		—			(54,913	)
Net realized and unrealized gain (loss)		12,002,634			11,341,867			(1,160,675	)		772,446

Net increase (decrease) in net assets resulting from operations	$	12,268,612		$	12,203,635		$	(3,003,988	)	$	1,561,570

¹	Includes non-recurring dividends of $146,497 and $107,285 for Managers AMG FQ Tax-Managed U.S. Equity Fund and Managers AMG FQ U.S. Equity Fund, respectively.

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

Statements of Changes in Net Assets

For the fiscal year ended October 31,


	Managers AMG FQ Tax-Managed U.S. Equity Fund						Managers AMG FQ U.S. Equity Fund
	2013			2012			2013			2012
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	265,978		$	219,934		$	861,768		$	963,151
Net realized gain on investments, options and futures		5,319,200			4,837,628			5,506,743			1,833,887
Net change in unrealized appreciation (depreciation) of investments, options and futures		6,683,434			109,819			5,835,124			2,402,913
Net increase in net assets resulting from operations		12,268,612			5,167,381			12,203,635			5,199,951
Distributions to Shareholders:
From net investment income:
Investor Class		(45,496	)		—			(217,396	)		(317,159	)
Class C		—			—			—			(5,029	)
Institutional Class		(329,833	)		(35,481	)		(638,539	)		(1,034,913	)
Total distributions to shareholders		(375,329	)		(35,481	)		(855,935	)		(1,357,101	)
Capital Share Transactions:¹
Net increase (decrease) from capital share transactions		(5,096,506	)		(3,997,806	)		2,180,618			(3,044,387	)

Total increase in net assets		6,796,777			1,134,094			13,528,318			798,463
Net Assets:
Beginning of year		42,735,075			41,600,981			47,534,500			46,736,037
End of year	$	49,531,852		$	42,735,075		$	61,062,818		$	47,534,500
End of year undistributed net investment income	$	107,748		$	217,099		$	22,286		$	31,560

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

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

Statements of Changes in Net Assets

For the fiscal year ended October 31,


	Managers AMG FQ Global Alternatives Fund						Managers AMG FQ Global Essentials Fund
	2013			2012			2013			2012
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)	$	(1,843,313	)	$	(4,965,878	)	$	789,124		$	140,984
Net realized gain on investments, futures and foreign currency transactions		8,304,238			11,578,914			179,130			9,426,219
Net change in unrealized appreciation (depreciation) of investments, futures and foreign currency translations		(9,464,913	)		(13,473,125	)		593,316			21,713
Net increase (decrease) in net assets resulting from operations		(3,003,988	)		(6,860,089	)		1,561,570			9,588,916
Distributions to Shareholders:
From net investment income:
Investor Class		(1,998,827	)		—			(352,805	)		(422,712	)
Service Class		(922,404	)		—			(399,327	)		(57,632	)
Institutional Class		(570,386	)		—			(3,193,560	)		(3,809,314	)
Total distributions to shareholders		(3,491,617	)		—			(3,945,692	)		(4,289,658	)
Capital Share Transactions:¹
Net increase (decrease) from capital share transactions		(196,130,478	)		(136,860,506	)		(21,786,490	)		22,792,473

Total increase (decrease) in net assets		(202,626,083	)		(143,720,595	)		(24,170,612	)		28,091,731
Net Assets:
Beginning of year		321,464,467			465,185,062			123,953,689			95,861,958
End of year	$	118,838,384		$	321,464,467		$	99,783,077		$	123,953,689
End of year undistributed net investment income (loss)	$	7,349,905		$	579,429			—		$	3,945,371

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

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

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

Financial Highlights

For a share outstanding throughout each fiscal year


	For the fiscal year ended October 31,
Investor Class	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	15.37		$	13.63		$	12.47		$	10.01		$	9.99
Income from Investment Operations:
Net investment income (loss)		0.06	^3,4		0.05	^3,6		(0.01	)³		0.02	³		0.09
Net realized and unrealized gain on investments		4.71	³		1.69	³		1.18	³		2.44	³		0.04
Total from investment operations		4.77			1.74			1.17			2.46			0.13
Less Distributions to Shareholders from:
Net investment income		(0.12	)		—			(0.01	)		—			(0.11	)
Net Asset Value, End of Year	$	20.02		$	15.37		$	13.63		$	12.47		$	10.01
Total Return¹		31.31	%		12.77	%		9.40	%		24.58	%		1.53	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.26	%⁵		1.24	%		1.24	%		1.24	%		1.24	%
Ratio of expenses to average net assets (with offsets)		1.26	%⁵		1.24	%		1.24	%		1.24	%		1.24	%
Ratio of total expenses to average net assets (without offsets/reductions)²		1.35	%⁵		1.39	%		1.36	%		1.44	%		1.43	%
Ratio of net investment income (loss) to average net assets¹		0.35	%⁵		0.35	%		(0.07	)%		0.22	%		0.45	%
Portfolio turnover		49	%		36	%		40	%		81	%		147	%
Net assets at end of year (000’s omitted)	$	6,324		$	3,026		$	3,049		$	4,116		$	7,175


	For the fiscal year ended October 31,
Institutional Class	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	15.33		$	13.58		$	12.43		$	9.98		$	9.99
Income from Investment Operations:
Net investment income		0.11	^3,4		0.09	^3,6		0.02	³		0.05	³		0.07
Net realized and unrealized gain on investments		4.70	³		1.67	³		1.19	³		2.43	³		0.07
Total from investment operations		4.81			1.76			1.21			2.48			0.14
Less Distributions to Shareholders from:
Net investment income		(0.15	)		(0.01	)		(0.06	)		(0.03	)		(0.15	)
Net Asset Value, End of Year	$	19.99		$	15.33		$	13.58		$	12.43		$	9.98
Total Return¹		31.65	%⁹		13.00	%		9.70	%		24.92	%		1.65	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.01	%⁵		0.99	%		0.99	%		0.99	%		0.99	%
Ratio of expenses to average net assets (with offsets)		1.01	%⁵		0.99	%		0.99	%		0.99	%		0.99	%
Ratio of total expenses to average net assets (without offsets/reductions)²		1.10	%⁵		1.14	%		1.11	%		1.19	%		1.18	%
Ratio of net investment income to average net assets¹		0.62	%⁵		0.60	%		0.18	%		0.45	%		0.69	%
Portfolio turnover		49	%		36	%		40	%		81	%		147	%
Net assets at end of year (000’s omitted)	$	43,207		$	36,884		$	35,741		$	39,420		$	39,366

Managers AMG FQ U.S. Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year


	For the fiscal year ended October 31,
Investor Class	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	12.29		$	11.30		$	10.29		$	8.93		$	8.63
Income from Investment Operations:
Net investment income		0.19	^3,4		0.22	³		0.09	³		0.10			0.11
Net realized and unrealized gain on investments		2.94	³		1.07	³		1.01	³		1.37			0.32
Total from investment operations		3.13			1.29			1.10			1.47			0.43
Less Distributions to Shareholders from:
Net investment income		(0.19	)		(0.30	)		(0.09	)		(0.11	)		(0.13	)
Net Asset Value, End of Year	$	15.23		$	12.29		$	11.30		$	10.29		$	8.93
Total Return¹		25.66	%		11.50	%		10.72	%		16.57	%		5.21	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.06	%⁷		1.04	%		1.04	%⁸		1.04	%		1.04	%
Ratio of expenses to average net assets (with offsets)		1.06	%⁷		1.04	%		1.04	%⁸		1.04	%		1.04	%
Ratio of total expenses to average net assets (without offsets/reductions)²		1.10	%⁷		1.15	%		1.13	%		1.15	%		1.29	%
Ratio of net investment income to average net assets¹		1.37	%⁷		1.84	%		0.83	%⁸		0.98	%		1.35	%
Portfolio turnover		91	%		132	%		138	%		117	%		151	%
Net assets at end of year (000’s omitted)	$	23,103		$	12,764		$	12,966		$	18,755		$	18,588


	For the fiscal year ended October 31,
Institutional Class	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	12.34		$	11.38		$	10.35		$	8.99		$	8.68
Income from Investment Operations:
Net investment income		0.24	^3,4		0.25	³		0.12	³		0.13			0.14
Net realized and unrealized gain on investments		2.93	³		1.07	³		1.03	³		1.37			0.32
Total from investment operations		3.17			1.32			1.15			1.50			0.46
Less Distributions to Shareholders from:
Net investment income		(0.24	)		(0.36	)		(0.12	)		(0.14	)		(0.15	)
Net Asset Value, End of Year	$	15.27		$	12.34		$	11.38		$	10.35		$	8.99
Total Return¹		26.00	%		11.78	%		11.12	%		16.75	%		5.56	%
Ratio of net expenses to average net assets (with offsets/reductions)		0.81	%⁷		0.79	%		0.79	%⁸		0.79	%		0.79	%
Ratio of expenses to average net assets (with offsets)		0.81	%⁷		0.79	%		0.79	%⁸		0.79	%		0.79	%
Ratio of total expenses to average net assets (without offsets/reductions)²		0.85	%⁷		0.90	%		0.88	%		0.90	%		1.04	%
Ratio of net investment income to average net assets¹		1.73	%⁷		2.09	%		1.08	%⁸		1.22	%		1.58	%
Portfolio turnover		91	%		132	%		138	%		117	%		151	%
Net assets at end of year (000’s omitted)	$	37,960		$	34,231		$	33,250		$	32,309		$	31,175

Managers AMG FQ Global Alternatives Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,
Investor Class	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	9.17		$	9.30		$	10.24		$	9.96		$	11.00
Income (Loss) from Investment Operations:
Net investment loss³		(0.12	)		(0.12	)		(0.14	)		(0.14	)		(0.09	)
Net realized and unrealized gain (loss) on investments³		—			(0.01	)		(0.80	)		0.42			(0.27	)
Total from investment operations		(0.12	)		(0.13	)		(0.94	)		0.28			(0.36	)
Less Distributions to Shareholders from:
Net investment income		(0.15	)¹¹		—			—			—			(0.68	)¹¹
Net Asset Value, End of Year	$	8.90		$	9.17		$	9.30		$	10.24		$	9.96
Total Return¹		(1.28	)%⁹		(1.40	)%		(9.18	)%⁹		2.81	%⁹		(3.15	)%
Ratio of net expenses to average net assets (with offsets/reductions)		1.90	%¹⁰		1.92	%		1.92	%¹²		1.91	%		2.00	%
Ratio of expenses to average net assets (with offsets)		1.90	%¹⁰		1.92	%		1.92	%¹²		1.92	%		1.97	%
Ratio of total expenses to average net assets (without offsets/reductions)²		2.65	%¹⁰		2.65	%		2.58	%		2.55	%		2.44	%
Ratio of net investment loss to average net assets¹		(1.37	)%¹⁰		(1.35	)%		(1.47	)%¹²		(1.39	)%		(0.88	)%
Portfolio turnover		—			—			12	%		17	%		77	%
Net assets at end of year (000’s omitted)	$	58,165		$	237,013		$	362,659		$	518,118		$	206,153


	For the fiscal year ended October 31,									For the fiscal period ended October 31, 2010^##
Service Class	2013			2012			2011			For the fiscal period ended October 31, 2010^##
Net Asset Value, Beginning of Period	$	9.25		$	9.36		$	10.27		$	9.97
Income from Investment Operations:
Net investment loss³		(0.09	)		(0.10	)		(0.11	)		(0.10	)
Net realized and unrealized gain (loss) on investments³		—			(0.01	)		(0.80	)		0.40
Total from investment operations		(0.09	)		(0.11	)		(0.91	)		0.30
Less Distributions to Shareholders from:
Net investment income		(0.23	)¹¹		—			—			—
Net Asset Value, End of Period	$	8.93		$	9.25		$	9.36		$	10.27
Total Return¹		(1.02	)%		(1.18	)%		(8.86	)%		3.01	%¹⁴
Ratio of net expenses to average net assets (with offsets/reductions)		1.60	%¹⁰		1.62	%		1.63	%¹²		1.70	%¹⁵
Ratio of expenses to average net assets (with offsets)		1.60	%¹⁰		1.62	%		1.63	%¹²		1.70	%¹⁵
Ratio of total expenses to average net assets (without offsets/reductions)²		2.35	%¹⁰		2.35	%		2.29	%		2.36	%¹⁵
Ratio of net investment loss to average net assets¹		(1.03	)%¹⁰		(1.05	)%		(1.18	)%¹²		(1.17	)%¹⁵
Portfolio turnover		—			—			12	%		17	%¹⁴
Net assets at end of period (000’s omitted)	$	39,060		$	44,587		$	43,870		$	18,049

Managers AMG FQ Global Alternatives Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,									For the fiscal period ended October 31, 2010^##
Institutional Class	2013			2012			2011			For the fiscal period ended October 31, 2010^##
Net Asset Value, Beginning of Period	$	9.28		$	9.38		$	10.28		$	9.97
Income (Loss) from Investment Operations:
Net investment loss³		(0.08	)		(0.08	)		(0.10	)		(0.08	)
Net realized and unrealized gain (loss) on investments³		0.01			(0.02	)		(0.80	)		0.39
Total from investment operations		(0.07	)		(0.10	)		(0.90	)		0.31
Less Distributions to Shareholders from:
Net investment income		(0.25	)¹¹		—			—			—
Net Asset Value, End of Period	$	8.96		$	9.28		$	9.38		$	10.28
Total Return¹		(0.77	)%⁹		(1.07	)%		(8.75	)%⁹		3.11	%^9,14
Ratio of net expenses to average net assets (with offsets/reductions)		1.45	%¹⁰		1.47	%		1.48	%¹²		1.48	%¹⁵
Ratio of expenses to average net assets (with offsets)		1.45	%¹⁰		1.47	%		1.48	%¹²		1.48	%¹⁵
Ratio of total expenses to average net assets (without offsets/reductions)²		2.20	%¹⁰		2.20	%		2.14	%		2.14	%¹⁵
Ratio of net investment loss to average net assets¹		(0.89	)%¹⁰		(0.90	)%		(1.03	)%¹²		(0.95	)%¹⁵
Portfolio turnover		—			—			12	%		17	%¹⁴
Net assets at end of period (000’s omitted)	$	21,613		$	24,242		$	31,045		$	25,856

Managers AMG FQ Global Essentials Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,									For the fiscal period ended October 31, 2010^*
Investor Class	2013			2012			2011			For the fiscal period ended October 31, 2010^*
Net Asset Value, Beginning of Period	$	13.36		$	12.80		$	12.73		$	11.36
Income from Investment Operations:
Net investment income (loss)³		0.03			(0.04	)		0.01			(0.07	)
Net realized and unrealized gain on investments³		0.13			1.11			0.62			1.44
Total from investment operations		0.16			1.07			0.63			1.37
Less Distributions to Shareholders from:
Net investment income		(0.38	)¹¹		(0.51	)¹¹		(0.56	)¹¹		—
Net Asset Value, End of Period	$	13.14		$	13.36		$	12.80		$	12.73
Total Return¹		1.16	%		8.67	%⁹		5.23	%⁹		12.06	%^9,14
Ratio of net expenses to average net assets (with offsets/reductions)		1.41	%¹³		1.44	%		1.47	%		1.46	%¹⁵
Ratio of expenses to average net assets (with offsets)		1.41	%¹³		1.44	%		1.47	%		1.46	%¹⁵
Ratio of total expenses to average net assets (without offsets/reductions)²		1.55	%¹³		1.50	%		1.49	%		1.54	%¹⁵
Ratio of net investment income (loss) to average net assets¹		0.25	%¹³		(0.32	)%		0.06	%		(0.72	)%¹⁵
Portfolio turnover		36	%		43	%		80	%		127	%¹⁴
Net assets at end of period (000’s omitted)	$	5,520		$	13,043		$	7,824		$	6,517


	For the fiscal year ended October 31,									For the fiscal period ended October 31, 2010^*
Service Class	2013			2012			2011			For the fiscal period ended October 31, 2010^*
Net Asset Value, Beginning of Period	$	13.44		$	12.86		$	12.77		$	11.36
Income from Investment Operations:
Net investment income (loss)³		0.08			(0.02	)		0.03			(0.04	)
Net realized and unrealized gain on investments³		0.14			1.15			0.62			1.45
Total from investment operations		0.22			1.13			0.65			1.41
Less Distributions to Shareholders from:
Net investment income		(0.45	)¹¹		(0.55	)¹¹		(0.56	)¹¹		—
Net Asset Value, End of Period	$	13.21		$	13.44		$	12.86		$	12.77
Total Return¹		1.61	%		9.11	%		5.44	%		12.41	%¹⁴
Ratio of net expenses to average net assets (with offsets/reductions)		0.99	%¹³		0.99	%		1.15	%		1.17	%¹⁵
Ratio of expenses to average net assets (with offsets)		0.99	%¹³		0.99	%		1.15	%		1.17	%¹⁵
Ratio of total expenses to average net assets (without offsets/reductions)²		1.13	%¹³		1.08	%		1.17	%		1.25	%¹⁵
Ratio of net investment income (loss) to average net assets¹		0.63	%¹³		(0.14	)%		0.24	%		(0.43	)%¹⁵
Portfolio turnover		36	%		43	%		80	%		127	%¹⁴
Net assets at end of period (000’s omitted)	$	5,844		$	11,738		$	1,103		$	217

Managers AMG FQ Global Essentials Fund

Financial Highlights

For a share outstanding throughout each fiscal year


	For the fiscal year ended October 31,

Institutional Class	2013			2012			2011			2010^**			2009
Net Asset Value, Beginning of Year	$	13.47		$	12.88		$	12.77		$	11.16		$	9.82
Income from Investment Operations:
Net investment income (loss)³		0.10			0.03			0.08			(0.01	)		0.47
Net realized and unrealized gain on investments³		0.12			1.12			0.61			1.72			1.35
Total from investment operations		0.22			1.15			0.69			1.71			1.82
Less Distributions to Shareholders from:
Net investment income		(0.46	)¹¹		(0.56	)¹¹		(0.58	)¹¹		(0.10	)		(0.48	)
Net Asset Value, End of Year	$	13.23		$	13.47		$	12.88		$	12.77		$	11.16
Total Return¹		1.61	%		9.29	%		5.70	%⁹		15.41	%^9,15		19.67	%
Ratio of net expenses to average net assets (with offsets/reductions)		0.91	%¹³		0.94	%		0.97	%		0.97	%		0.92	%
Ratio of expenses to average net assets (with offsets)		0.91	%¹³		0.94	%		0.97	%		0.97	%		0.94	%
Ratio of total expenses to average net assets (without offsets/reductions)²		1.05	%¹³		1.00	%		0.99	%		1.05	%		1.17	%
Ratio of net investment income (loss) to average net assets¹		0.75	%¹³		0.20	%		0.64	%		(0.09	)%		4.82	%
Portfolio turnover		36	%		43	%		80	%		127	%		213	%
Net assets at end of year (000’s omitted)	$	88,419		$	99,173		$	86,935		$	93,903		$	80,584

Notes to Financial Highlights

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

Commenced operations 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.

Total returns and net investment income would have been lower had certain expenses not been offset.

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.

Per share numbers have been calculated using average shares.

⁴

Includes non-recurring dividends. Without these dividends, net investment income per class would have been $0.00 and $0.05 for Managers AMG FQ Tax- Managed U.S. Equity Fund’s Investor Class and Institutional Class, respectively, and $0.16 and $0.21 for Managers AMG FQ U.S. Equity Fund’s Investor Class and Institutional Class, respectively.

⁵

Includes non-routine extraordinary expenses amounting to 0.025% and 0.024% of average net assets for the Investor Class and Institutional Class, respectively.

⁶

Includes non-recurring dividends. Without these dividends, net investment income per class would have been $0.01, and $0.05 for Managers AMG FQ Tax-Managed U.S. Equity Fund’s Investor Class and Institutional Class Shares, respectively.

⁷

Includes non-routine extraordinary expenses amounting to 0.022% and 0.023% of average net assets for the Investor Class, and Institutional Class, respectively.

⁸

Excludes tax expense for the fiscal year ended October 31, 2011, of $2,454 or 0.01%.

⁹

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

¹⁰

Includes non-routine extraordinary expenses amounting to 0.020%, 0.018% and 0.020% of average net assets for the Investor Class, Service Class and Institutional Class, respectively.

¹¹

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

¹²

Includes interest expense for the fiscal year ended October 31, 2011, of $62,878 or 0.01%.

¹³

Includes non-routine extraordinary expenses amounting to 0.026%, 0.023% and 0.026% of average net assets for the Investor Class, Service Class and Institutional Class, respectively.

¹⁴

Not annualized.

¹⁵

Annualized.

Notes to Financial Statements

October 31, 2013

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.”

Effective December 1, 2012, Class A shares of the Tax-Managed, U.S. Equity and Global Alternatives Funds were renamed Investor Class shares. On November 30, 2012 at the close of business, all outstanding Class C shares of the Tax-Managed, U.S. Equity and Global Alternatives Funds were automatically converted to a number of full and/or fractional Investor Class shares equal in value to the shareholder Class C shares of each respective Fund.

Tax-Managed and U.S. Equity each offers two classes of shares: Investor Class and Institutional Class. Global Alternatives and Global Essentials each offers three classes of shares: Investor Class, Service Class and Institutional Class. Each class represents an interest in the same assets of the Fund and the classes are identical except for class specific expenses related to shareholder activity. Each class has equal voting privileges except that each class has exclusive voting rights with respect to its services and/or distribution plan. Please refer to a current prospectus for additional information on each share class.

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

a.	Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Funds’ investments are generally valued based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Funds (the “Board”).

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 such securities and yield to maturity in determining value.

Under certain circumstances, the value of certain Fund investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Pricing Committee is the committee formed by the Board to make fair value determinations for such investments. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that the Fund might reasonably expect to receive from a current sale of that investment in an arm’s-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental analytical data and press releases relating to the investment and its issuer; (iii) the value of comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers; and (iv) other factors, such as future cash flows, interest rates, yield curves, volatilities, credit risks and/or default rates. The Board will be presented with a quarterly report comparing fair values determined by the Pricing Committee against subsequent market valuations for those securities. 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. 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. 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 each Fund calculates its NAV. The Funds may invest in securities that may be thinly traded. The Board has

Notes to Financial Statements (continued)

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 valuation may differ depending on the method used and the factors considered in determining value according to the Funds’ fair value procedures.

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, 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. 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

earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Distributions received in excess of income from return of capital including real estate investment trusts (REITs) are recorded as a reduction of the cost of the related investment and/or as a realized gain. If the Fund no longer owns the applicable securities, any distributions received in excess of income are recorded as an adjustment to realized gain. 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 fiscal year ended October 31, 2013, custodian expense was not reduced.

Overdraft fees are computed at 1% above the effective Federal Funds rate on the day of the overdraft. Prior to January 1, 2013, the rate was 2% above the effective Federal Funds rate. For the fiscal year ended October 31, 2013, overdraft fees for Tax-Managed and U.S. Equity equaled $11 and $42, respectively.

The Trust has filed a proxy statement with the SEC to approve a new Declaration of Trust for the Trust, among other proposals. The costs associated with this proxy are being treated as “extraordinary expenses,” and, therefore, are excluded from the expense limitation agreement described in Note 2.

d.	Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared and paid quarterly for U.S. Equity and annually for Tax-Managed, Global Alternatives and Global Essentials. Distributions of capital gains, if any, will be made on an annual basis and when required for Federal excise tax purposes. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. The most common differences are due to differing treatments for losses deferred due to wash sales, REITs, foreign currency, 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.

Notes to Financial Statements (continued)

The tax character of distributions paid during the fiscal years ended October 31, 2012 and October 31, 2013 were as follows:


	Tax-Managed				U.S. Equity				Global Alternatives				Global Essentials
	2013		2012		2013		2012		2013		2012		2013		2012
Distributions paid from:
Ordinary income	$	375,329	$	35,481	$	855,935	$	1,357,101	$	3,491,617	$	—	$	3,945,692	$	4,289,658
Short-term capital gains		—		—		—		—		—		—		—		—
Long-term capital gains		—		—		—		—		—		—		—		—
Return of capital		—		—		—		—		—		—		—		—

Totals	$	375,329	$	35,481	$	855,935	$	1,357,101	$	3,491,617	$	—	$	3,945,692	$	4,289,658

As of October 31, 2013, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:


	Tax-Managed		U.S. Equity		Global Alternatives		Global Essentials
Capital loss carryforward	$	18,674,374	$	8,041,718	$	3,073,927	$	15,051,266
Undistributed ordinary income		107,748		6,571		7,525,504		—
Undistributed short-term capital gains		—		—		—		—
Undistributed long-term capital gains		—		—		—		—

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 as of October 31, 2013, and for all open tax years, 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.

Under the Regulated Investment Company Modernization Act of 2010, post-enactment capital losses may 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 retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

f.	Capital Loss Carryovers and Deferrals

As of October 31, 2013, the following Funds had accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes as shown in the following chart. These amounts may be used to offset 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 Amounts				Expires October 31,
Fund	Short-Term		Long-Term		Expires October 31,
Tax-Managed
(Pre-Enactment)	$	18,674,374		—		2017

U.S. Equity
(Pre-Enactment)	$	8,041,718		—		2017

Global Alternatives
(Post-Enactment)	$	3,073,927		—		Unlimited

Global Essentials
(Pre-Enactment)	$	15,051,266		—		2017

Notes to Financial Statements (continued)

For the fiscal year ended October 31, 2013, the following Funds utilized capital loss carryovers in the amount of:


	Capital Loss Short-Term		Carryover Utilized Long-Term
Tax-Managed	$	5,319,200		—
U.S. Equity		5,123,118		—
Global Alternatives		—		—
Global Essentials		5,611,727		—

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.

For the fiscal years ended October 31, 2012 and October 31, 2013, the capital stock transactions by class for Tax-Managed, U.S. Equity, Global Alternative and Global Essentials were as follows:


	Tax-Managed												U.S. Equity
	October 31, 2013						October 31, 2012						October 31, 2013						October 31, 2012
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Investor Class:
Proceeds from sale of shares^†		205,826		$	3,228,327			21,148		$	310,469			705,035		$	9,826,464			190,613		$	2,282,623
Reinvestment of distributions		2,390			36,540			—			—			15,831			214,473			26,473			313,035
Cost of shares repurchased		(89,202	)		(1,494,904	)		(48,036	)		(704,809	)		(242,438	)		(3,364,257	)		(325,419	)		(3,868,906	)

Net increase (decrease)		119,014	¹	$	1,769,963	¹		(26,888	)	$	(394,340	)		478,428	¹	$	6,676,680	¹		(108,333	)	$	(1,273,248	)

Class C:
Proceeds from sale of shares		46		$	680			13,176		$	190,299			61		$	731			3,243		$	38,876
Reinvestment of distributions		—			—			—			—			—			—			393			4,710
Cost of shares repurchased		(190,519	)		(2,841,267	)		(34,820	)		(501,589	)		(44,041	)		(545,096	)		(6,088	)		(70,627	)

Net decrease		(190,473	)²	$	(2,840,587	)²		(21,644	)	$	(311,290	)		(43,980	)²	$	(544,365	)²		(2,452	)	$	(27,041	)

Institutional Class:
Proceeds from sale of shares		235,286		$	4,059,672			137,624		$	2,045,870			105,723		$	1,479,746			184,680		$	2,275,545
Reinvestment of distributions		20,620			314,047			2,456			33,691			46,517			623,273			85,355			1,013,708
Cost of shares repurchased		(500,175	)		(8,399,601	)		(367,488	)		(5,371,737	)		(440,096	)		(6,054,716	)		(416,697	)		(5,033,351	)

Net decrease		(244,269	)	$	(4,025,882	)		(227,408	)	$	(3,292,176	)		(287,856	)	$	(3,951,697	)		(146,662	)	$	(1,744,098	)

^†	For the fiscal year ended October 31, 2013, 183,714 shares and $2,840,671 are included due to the conversion of Class C shares into Investor Class shares for Tax-Managed and 43,914 shares and $544,417 are included due to the conversion of Class C shares into Investor Class shares for U.S. Equity.

¹	Effective December 1, 2012, all Class A shares were renamed Investor Class shares.

²	Effective December 1, 2012, all Class C shares converted to Investor Class shares.

Notes to Financial Statements (continued)


	Global Alternatives
	October 31, 2013						October 31, 2012
	Shares			Amount			Shares			Amount
Investor Class:
Proceeds from sale of shares^†		4,690,722		$	42,644,278			10,131,589		$	92,330,176
Reinvestment of distributions		179,330			1,617,558			—			—
Cost of shares repurchased		(24,188,615	)		(218,773,799	)		(23,267,270	)		(212,509,753	)

Net decrease		(19,318,563	)¹	$	(174,511,963	)¹		(13,135,681	)	$	(120,179,577	)

Class C:
Proceeds from sale of shares		485		$	4,241			129,396		$	1,140,044
Reinvestment of distributions		—			—			—			—
Cost of shares repurchased		(1,768,034	)		(15,520,802	)		(1,423,883	)		(12,575,682	)

Net decrease		(1,767,549	)²	$	(15,516,561	)²		(1,294,487	)	$	(11,435,638	)

Service Class:
Proceeds from sale of shares		2,680,416		$	24,037,223			2,639,431		$	24,252,794
Reinvestment of distributions		101,432			915,925			—			��
Cost of shares repurchased		(3,229,606	)		(29,276,547	)		(2,507,087	)		(23,024,132	)

Net increase (decrease)		(447,758	)	$	(4,323,399	)		132,344		$	1,228,662

Institutional Class:
Proceeds from sale of shares		1,772,695		$	15,972,797			1,161,768		$	10,685,136
Reinvestment of distributions		62,451			564,557			—			—
Cost of shares repurchased		(2,033,565	)		(18,315,909	)		(1,861,276	)		(17,159,089	)

Net decrease		(198,419	)	$	(1,778,555	)		(699,508	)	$	(6,473,953	)

^†	For the fiscal year ended October 31, 2013, 1,610,344 shares and $14,666,848 are included due to the conversion of Class C shares into Investor Class shares.

¹	Effective December 1, 2012, all Class A shares were renamed Investor Class shares.

²	Effective December 1, 2012, all Class C shares converted to Investor Class shares.


	Global Essentials
	October 31, 2013						October 31, 2012
	Shares			Amount			Shares			Amount
Investor Class:
Proceeds from sale of shares		135,790		$	1,816,759			868,385		$	11,244,318
Reinvestment of distributions		26,780			352,700			33,898			422,712
Cost of shares repurchased		(718,516	)		(9,297,354	)		(537,581	)		(7,033,497	)

Net increase (decrease)		(555,946	)	$	(7,127,895	)		364,702		$	4,633,533

Service Class:
Proceeds from sale of shares		485,265		$	6,476,211			837,694		$	11,034,532
Reinvestment of distributions		30,275			399,327			4,611			57,632
Cost of shares repurchased		(946,436	)		(12,572,020	)		(54,718	)		(716,094	)

Net increase (decrease)		(430,896	)	$	(5,696,482	)		787,587		$	10,376,070

Institutional Class:
Proceeds from sale of shares		788,526		$	10,408,006			1,622,529		$	21,209,227
Reinvestment of distributions		235,952			3,116,920			298,927			3,739,575
Cost of shares repurchased		(1,705,440	)		(22,487,039	)		(1,306,146	)		(17,165,932	)

Net increase (decrease)		(680,962	)	$	(8,962,113	)		615,310		$	7,782,870

At October 31, 2013, 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 23%; Global Alternatives - eight collectively own 57% and Global Essentials - four collectively own 10%. U.S. Equity had no unaffiliated shareholders that owned greater than 10%. Transactions by these shareholders may have a material impact on the respective Funds.

Notes to Financial Statements (continued)

h.	Repurchase Agreements

The Funds 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 October 31, 2013, the market value of repurchase agreements outstanding for Tax-Managed, U.S. Equity and Global Essentials was $642,542, $1,522,691 and $2,048,442, respectively.

i.	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.

j.	Foreign Securities

Certain Funds 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 Funds would pay such foreign taxes at the appropriate rate for each jurisdiction.

2.	Agreements and Transactions with Affiliates

who serves pursuant to a subadvisory agreement with the Investment Manager. 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 based on the average daily net assets. The Investment Manager, in turn, pays a portion of this fee to First Quadrant for its services as subadvisor. For the fiscal year ended October 31, 2013, the annual investment management fee rates, as a percentage of average daily net assets, were as follows:


U.S. Equity	0.35	%
Global Alternatives	1.70	%
Global Essentials	0.60	%

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 fiscal year ended October 31, 2013, the management fee for Global Alternatives and Global Essentials was reduced by $26,624 or 0.02% and $13,474 or 0.01%, respectively.

The Investment Manager has contractually agreed, through March 1, 2014, to waive management 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), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions, and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Tax-Managed and U.S. Equity to 0.99% and 0.79%, respectively, of each Fund’s average daily net assets.

Effective July 1, 2013, Managers Investment Group LLC has contractually agreed through March 1, 2015, to waive management fees and/or reimburse Fund expenses in order to limit the Global Alternatives Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) to 1.44% of average daily net assets. Immediately prior to July 1, 2013, the Fund had a contractual expense limitation of 1.49%. For the period November 1, 2012 through June 30, 2013, the Investment Manger voluntarily agreed to retroactively waive additional expenses to limit the Fund’s

Notes to Financial Statements (continued)

total operating expenses to 1.44% of average daily net assets. For the fiscal year ended October 31, 2013, the amount waived is $54,363.

Effective July 1, 2012, Managers Investment Group LLC has contractually agreed through March 1, 2014, to limit the Global Essentials Fund’s total annual operating expenses (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) to 0.89% of average daily net assets. Immediately prior to July 1, 2012, the Fund had contractual expense limitation of 0.99%.

Each Fund is obligated to repay the Investment Manager such amounts waived, paid or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Fund’s total operating expenses in any such future year to exceed that Fund’s respective expense cap. For the fiscal year ended October 31, 2013, each Fund’s components of reimbursement available are detailed in the following chart:


	Tax-Managed			U.S. Equity			Global Alternatives			Global Essentials
Reimbursement Available - 10/31/12	$	212,998		$	153,702		$	8,918,120		$	123,089
Additional Reimbursements		40,130			17,474			1,047,432			144,328
Expired Reimbursements		(96,502	)		(57,861	)		(2,371,339	)		(48,809	)

Reimbursement Available - 10/31/13	$	156,626		$	113,315		$	7,594,213		$	218,608

The aggregate annual retainer paid to each Independent Trustee of the Board is $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts receives an additional payment of $25,000 per year. The Chairman of the Audit Committee receives an additional payment of $10,000 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 each Fund’s allocated portion of the total fees and expenses paid by the Managers Funds.

Prior to January 1, 2013, the aggregate annual retainer paid to each Independent Trustee of the Board was $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trust formerly received an additional payment of $20,000 per year. The Chairman of the Audit Committee formerly received an additional payment of $8,000 per year.

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 has adopted a distribution and service plan (the “Plan”) with respect to the Investor Class shares and through November 30, 2012 Class C shares, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset-based sales charges. Pursuant to the Plan, each Fund may make payments to 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 Investor Class shares and 1.00% annually through November 30, 2012 for Class C shares.

For each of the Investor and Service Classes, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses incurred (“shareholder servicing fees.”) Shareholder servicing fees include payments to third parties such as a bank, broker-dealer, trust company or other financial intermediaries who provide shareholder recordkeeping and account servicing services. The Investor and Service Class shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class’s average daily net assets as shown in the table below.

The impact on the annualized expense ratios for the fiscal year ended October 31, 2013 was as follows:


Fund	Maximum Amount Allowed			Actual Amount Incurred
Tax-Managed
Investor Class		n/a			n/a
U.S. Equity
Investor Class		n/a			n/a
Global Alternatives
Investor Class		0.20	%		0.20	%
Service Class		0.25	%		0.15	%
Global Essentials
Investor Class		0.25	%		0.25	%
Service Class		0.25	%		0.08	%

Notes to Financial Statements (continued)

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 fiscal year ended October 31, 2013, the following Funds either borrowed from or lent to other Managers Funds: Global Alternatives lent varying amounts not exceeding $3,949,713 for five days earning interest of $1,092 and Global Essentials lent $1,475,333 for two days earning interest of $89. The interest amount is included in the Statement of Operations as interest income. At October 31, 2013, the Funds had no loans outstanding.

3.	Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities) for the fiscal year ended October 31, 2013, were as follows:


	Long-Term Securities				U.S. Government Obligations
Fund	Purchases		Sales		Purchases		Sales
Tax-Managed	$	21,852,181	$	27,595,059		—		—
U.S. Equity		49,290,978		47,536,642		—		—
Global Alternatives		—		51,993,264	$	116,646,670	$	116,690,000
Global Essentials		32,551,404		24,611,617		17,991,319		18,000,000

4.	Portfolio Securities Loaned

The Funds participate in a securities lending program offered by BNYM (the “Program”), providing for the lending of securities to qualified brokers. Securities lending income includes 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 Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash 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 Funds are indemnified for such losses by BNYM. Cash collateral is held in a separate account managed by BNYM, who is authorized to exclusively enter into overnight government repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

5.	Commitments and Contingencies

In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience the Funds had no prior claims or losses and expect the risks of loss to be remote.

6.	Forward Commitments

Certain transactions, such as futures and forward transactions, dollar roll agreements, or purchases of when-issued or delayed delivery securities may have a similar effect on 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 the Schedules of Portfolio Investments. For the fiscal year ended October 31, 2013, the average quarterly balances of outstanding derivative financial instruments were as follows:


	U.S. Equity		Global Alternatives		Global Essentials
Financial futures contracts:
Average number of contracts purchased		2		1,517		1,227
Average number of contracts sold		—		2,323		—
Average notional value of contracts purchased	$	158,476	$	221,526,284	$	144,270,629
Average notional value of contracts sold		—	$	258,064,839		—
Foreign currency exchange contracts:
Average US dollar amounts purchased/sold		—	$	723,733,956		—
Options:
Average notional value of option contracts purchased	$	97,638		—	$	42,418
Average notional value of option contracts written	$	276,442		—	$	166,553

Notes to Financial Statements (continued)

8.	Forward Foreign Currency Contracts

During the fiscal year ended October 31, 2013, 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 entered into futures contracts, including futures contracts on global equity and fixed-income securiries, interest rate futures contracts, foreign currency futures contracts and futures contracts on security indices (including broad-based security indices). The Funds purchased and 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 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. For OTC futures, daily valuation margin is not required. 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 future contracts.

10.

Options

For the fiscal year ended October 31, 2013, U.S. Equity and Global Essentials entered into over-the-counter transactions involving interest rate caps and floors, swap contracts, or purchased and written (sold) options in order to manage their 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. U.S. Equity and Global Essentials, as writer of written options, bears the risk of an unfavorable change in the market value of the instrument underlying the written option. 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 invest 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. Each 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

Notes to Financial Statements (continued)

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 the respective counterparty. 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 terminate early could be material to the financial statements.

13.

New Accounting Pronouncements

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 Funds’ 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.

Tax

Information (unaudited)

The Managers AMG FQ Tax-Managed, Managers AMG FQ U.S. Equity, Managers AMG FQ Global Alternatives and Managers AMG FQ Global Essentials Funds each hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2012/2013 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, Managers AMG FQ Tax-Managed, Managers AMG FQ U.S. Equity, Managers AMG FQ Global Alternatives and Managers AMG FQ Global Essentials Funds each hereby designate $0, $0, $0 and $0, respectively, as a capital gain distribution with respect to the taxable year ended October 31, 2013, or if subsequently determined to be different, the net capital gains of such fiscal year.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Managers Trust I and the Shareholders of Managers AMG FQ Tax-Managed U.S. Equity Fund, Managers AMG FQ U.S. Equity Fund, Managers AMG FQ Global Alternatives Fund and Managers AMG Global Essentials Fund

In our opinion, the accompanying statements of assets and liabilities, including the schedules of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Managers AMG FQ Tax-Managed U.S. Equity Fund, Managers AMG FQ U.S. Equity Fund, Managers AMG FQ Global Alternatives Fund and Managers AMG FQ Global Essentials Fund (the “Funds”) at October 31, 2013, and the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian, brokers, transfer agent, and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 26, 2013

Trustees and Officers

The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and dates of birth are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 800 Connecticut Avenue, Norwalk, Connecticut 06854.

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:


Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Bruce B. Bingham, 12/01/48 • Trustee since 2012 • Oversees 40 Funds in Fund Complex		Partner, Hamilton Partners (real estate development firm)(1987-Present).

William E. Chapman, II, 9/23/41 • Independent Chairman • Trustee since 2000 • Oversees 40 Funds in Fund Complex		President and Owner, Longboat Retirement Planning Solutions (1998-Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002-2009); Trustee of Bowdoin College (2002-Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Edward J. Kaier, 9/23/45 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007-Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977-2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Kurt Keilvacker, 10/05/63 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Managing Member, TechFund Europe (2000-Present); Managing Member, TechFund Capital (1997-Present)

Steven J. Paggioli, 4/03/50 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Independent Consultant (2002-Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986-2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990-2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991-2001); Trustee, Professionally Managed Portfolios (43 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 – Present); Trustee of Aston Funds (26 portfolios).

Richard F. Powers III, 2/02/46 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Adjunct Professor, Boston College (2011-Present); Director of Ameriprise Financial Inc. (2005-2009)

Eric Rakowski, 6/05/58 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Victoria Sassine, 8/11/65 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Lecturer, Babson College (2007 – Present)


Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Thomas R. Schneeweis, 5/10/47 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Professor Emeritus, University of Massachusetts (2013 - Present); Director, CISDM at the University of Massachusetts, (1996-Present); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-Present); Partner, S Capital Management, LLC (2007-Present); President, TRS Associates (1982-Present); Professor of Finance, University of Massachusetts (1977-2013); Partner, White Bear Partners, LLC (2007-2010); Partner, Northampton Capital Management, LLC (2004-2010); Trustee of Aston Funds (26 portfolios).

* The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.

*Interested Trustees*

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.
Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Christine C. Carsman, 4/02/52 • Trustee since 2011 • Oversees 40 Funds in Fund Complex		Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004-2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004).

*Officers*

Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years
Keitha L. Kinne, 5/16/58 • President since 2012 • Chief Operating Officer since 2007		Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007-Present); Chief Operating Officer, The Managers Funds, Managers AMG Funds and Managers Trust II (2007-Present); Chief Investment Officer, Managers Investment Group LLC (2008-Present); President, Managers Distributors, Inc. (2012-Present); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

Lewis Collins, 2/22/66 • Secretary since 2011 • Chief Legal Officer since 2011		Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010-Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006-2010); Senior Counsel, Affiliated Managers Group, Inc. (2002-2006); Attorney, Ropes & Gray LLP (1998-2002).

Trustees and Officers (continued)



Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years

Donald S. Rumery, 5/29/58 • Chief Financial Officer since 2007 • Treasurer since 2000		Senior Vice President, Managers Investment Group LLC (2005-Present); Treasurer, The Managers Funds (1995-Present); Treasurer, Managers AMG Funds (1999-Present); Treasurer, Managers Trust II (2000-Present); Chief Financial Officer, The Managers Funds, Managers AMG Funds and Managers Trust II (2007-Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000-2012); Vice President, The Managers Funds LLC, (1994-2004).

John J. Ferencz, 3/09/62 • Chief Compliance Officer since 2010		Vice President, Legal and Compliance, Managers Investment Group LLC (2010-Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005-2010).



Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years

Michael S. Ponder, 9/12/73 • Assistant Secretary since 2011		Senior Vice President and Counsel, Managers Investment Group LLC (2011-Present); Attorney, DeNovo Legal (2009-2010); Vice President, Credit Suisse (2007-2009); Associate, Willkie Farr & Gallagher LLP (2006-2007).

Matthew B. Wallace, 11/24/80 • Anti-Money Laundering Compliance Officer since 2012		Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012-Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010-2012); Compliance Specialist, Calamos Advisors LLC (2007-2010).

Annual Renewal of Investment Management and Subadvisory Agreements

On June 20-21, 2013, the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for each of Managers AMG FQ U.S. Equity Fund, Managers AMG FQ Tax-Managed U.S. Equity Fund, Managers AMG FQ Global Alternatives Fund and Managers AMG FQ Global Essentials Fund (each a “Fund”) and the Subadvisory Agreement with respect to each Fund. The Independent Trustees were separately represented by independent counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for each Fund (each a “Peer Group”), performance information for the relevant benchmark index for each Fund (each a “Fund Benchmark”) and, with respect to the Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 20-21, 2013, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisor under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management and Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

Nature, extent and quality of services.

The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadvisor, the Investment Manager: performs periodic detailed analysis and reviews of the performance by the Subadvisor of its obligations to each Fund, including without limitation a review of the Subadvisor’s investment performance in respect of each Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadvisor and other information regarding the Subadvisor, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadvisor responsible for performing the Subadvisor’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadvisor and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadvisor; assists the Board and management of the Trust in developing and reviewing information with respect to the annual consideration of each Subadvisory Agreement; prepares recommendations with respect to the continued retention of the Subadvisor or the replacement of the Subadvisor; identifies potential successors to or replacements of the Subadvisor or potential additional Subadvisors, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional Subadvisor; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees noted the affiliation of the Subadvisor with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.

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

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

(c) the Subadvisor’s compliance program. The Trustees also took into account the financial condition of the Subadvisor with respect to its ability to provide the services required under each Subadvisory Agreement. The Trustees also considered the Subadvisor’s risk management processes.

Performance.

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

With respect to Managers AMG FQ U.S. Equity Fund, among other information related to the Fund’s performance, the Trustees noted that the Fund’s performance for Institutional Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2013 was below, above, above and above, respectively, the median performance of the Peer Group and below, above, below and above, respectively, the performance of the Fund Benchmark, the Russell 3000^® Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent underperformance. The Trustees noted that the Fund ranked in the top quartile relative to the Peer Group for both the 3-year and 10-year periods. The Trustees also took into account management’s discussion of the Fund’s Peer Group. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

With respect to Managers AMG FQ Tax-Managed U.S. Equity Fund, among other information related to the Fund’s performance, the Trustees noted that the Fund’s performance for Institutional Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2013 was above the median performance of the Peer Group and below, above, below and above, respectively, the performance of the Fund Benchmark, the Russell 3000^® Index. The Trustees also took into account management’s discussion of the Fund’s performance. The Trustees noted that the Fund ranked in the top quartile of the Peer Group for the 3-year, 5-year and 10-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory.

With respect to Managers AMG FQ Global Alternatives Fund, among other information related to the Fund’s performance, the

Trustees noted that the Fund’s performance for Investor Class shares for the 1-year, 3-year and 5-year periods ended March 31, 2013 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the Citigroup 1-Month Treasury Bill Index. The Trustees took into account management’s discussion of the Fund’s performance. The Trustees also took into account the impact of market conditions on the Fund’s performance over the last 12 months. The Trustees concluded that the Fund’s performance is being addressed.

With respect to Managers AMG FQ Global Essentials Fund, among other information related to the Fund’s performance, the Trustees noted that the Fund’s performance for Institutional Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2013 was above, above, below and below, respectively, the median performance of the Peer Group and below, above, below and above, respectively, the performance of the Fund Benchmark, a Composite Index (60% MSCI World Index and 40% Citigroup World Government Bond Index (Hedged)). The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance relative to the Fund Benchmark. The Trustees further noted that First Quadrant, L.P. has been the sole Subadvisor to the Fund since 2009 and that the Fund ranked in the top quintile of the Peer Group for the 3-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

Advisory and Subadvisory Fees and Profitability.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the Managers Family of Funds, the cost of providing such services and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees noted that the Investment Manager and the Subadvisor are affiliated and that, in the case of Managers AMG FQ Tax-Managed U.S. Equity Fund and Managers AMG FQ U.S. Equity Fund, the Investment Manager pays the Subadvisor a subadvisory fee that is equal to the advisory fee that it receives from the Fund. In the case of Managers AMG FQ Global Alternatives Fund and Managers AMG FQ Global Essentials Fund, the Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees also noted management’s discussion of the current asset levels of the Funds, and considered the impact on profitability of the current asset levels and any future growth of assets of the Funds.

In considering the cost of services to be provided by the Investment Manager under the Investment Management Agreement

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

and the profitability to the Investment Manager of its relationship with the Funds, the Trustees noted the undertaking by the Investment Manager to maintain contractual expense limitations for the Funds. The Board also took into account management’s discussion of the current advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadvisor. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

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

The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the current subadvisory fee structure, and the services the Subadvisor provides in performing its functions under each Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the profitability to the Subadvisor is reasonable and that the Subadvisor is not realizing material benefits from economies of scale that would warrant adjustments to the subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

With respect to Managers AMG FQ U.S. Equity Fund, the Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2013 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2014, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.79%. The Trustees noted that, effective December 1, 2012, the Fund’s share class structure was revised to better conform to the Investment Manager’s platform share class structure. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the

Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

With respect to Managers AMG FQ Tax-Managed U.S. Equity Fund, the Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2013 were higher and lower, respectively, than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2014, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.99%. The Board also took into account management’s discussion of the Fund’s expenses and the current size of the Fund. The Board also considered the differences in the Fund’s investment strategy relative to its Peer Group. The Trustees also noted that, effective December 1, 2012, the Fund’s share class structure was revised to better conform to the Investment Manager’s platform share class structure. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

With respect to Managers AMG FQ Global Alternatives Fund, the Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2013 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed to lower the Fund’s contractual expense limitation from 1.49% to 1.44% of the Fund’s net annual operating expenses (subject to certain excluded expenses) effective July 1, 2013 through at least March 1, 2015. The Trustees took into account management’s discussion of the Fund’s expenses and distinct investment strategy. The Trustees also noted that, effective December 1, 2012, the Fund’s share class structure was revised to better conform to the Investment Manager’s platform share class structure. The Trustees concluded that, in light of the nature, extent and quality of the services to be provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

With respect to Managers AMG FQ Global Essentials Fund, the Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2013 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2014, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.89%. The Trustees also noted that the Investment

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

Manager reduced this expense limitation from 0.99% to 0.89% the previous year. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

****

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management and Subadvisory Agreements: (a) the Investment Manager has demonstrated that it possesses the resources and capability to perform its duties under the Investment Management Agreement; (b) the Subadvisor has the

resources to perform its duties under the Subadvisory Agreements and is qualified to manage each Fund’s assets in accordance with its investment objectives and policies; and (c) the Investment Manager and Subadvisor maintain appropriate compliance programs

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 20-21, 2013, the Trustees, including a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for each Fund.

Proxy Results

A special meeting of shareholders of Managers Trust I was held on July 2, 2013. With respect to the proposals to amend certain “fundamental” investment restrictions of the Funds, the meeting was adjourned to August 20, 2013, for Managers AMG FQ Global Essentials Fund, and Managers AMG FQ Global Alternatives Fund; to August 20, 2013 and September 27, 2013 for Managers AMG FQ U.S. Equity Fund; and to August 20, 2013, September 27, 2013, and October 22, 2013 with respect to Managers AMG FQ Tax-Managed U.S. Equity Fund. With respect to the proposals to amend and restate the Agreement and Declaration of Trust relating to certain items, the meeting was adjourned to October 22, 2013. The proposals and results of the votes are summarized below.


	All Funds in Trust
Managers Trust I	For		Withheld
Election of Directors	(in $ NAV, rounded to the nearest dollar)
Bruce Bingham	$	130,861,528	$	4,865,035
William E. Chapman, II		130,740,436		4,986,127
Edward J. Kaier		130,926,087		4,800,475
Steven J. Paggioli		130,924,285		4,802,277
Erik Rakowski		130,841,911		4,884,651
Thomas R. Schneeweis		130,778,924		4,947,639
Christine C. Carsman		131,045,716		4,680,846
Kurt Keilhacker		130,714,266		5,012,297
Richard F. Powers III		130,640,619		5,085,943
Victoria Sassine		130,736,799		4,989,763


	Managers AMG FQ Tax-Managed U.S. Equity Fund
	For		Against		Abstain		Broker Non-Votes
To amend “fundamental” restrictions of the Funds with respect to:	(in $NAV, rounded to the nearest dollar)
Issuance of Senior Securities	$	1,320,446	$	94,477	$	124,989	$	408,329
Borrowing		1,298,180		120,612		121,119		408,329
Lending		1,304,958		105,653		129,300		408,329
The Underwriting of Securities		1,309,746		107,793		122,373		408,329
Purchasing and Selling Commodities		1,320,484		100,368		119,059		408,329
Purchasing and Selling Real Estate		1,325,210		97,268		117,434		408,329
Diversification of Investments		1,343,302		77,340		119,269		408,329
Concentrating Investments in a Particular Industry		1,289,971		128,886		121,053		408,329
Short Sales		1,286,777		127,587		125,546		408,329
Investing for Control		1,321,328		96,218		122,365		408,329
Securities Issued by Other Investment Companies		1,315,177		100,273		124,461		408,329
Margin Transactions		1,284,665		131,017		124,228		408,329
Investing in New Issuers		1,326,913		86,318		126,680		408,329

Proxy Results (continued)


	Managers AMG FQ U.S. Equity Fund
	For		Against		Abstain		Broker Non-Votes
To amend “fundamental” restrictions of the Funds with respect to:	(in $NAV, rounded to the nearest dollar)
Issuance of Senior Securities	$	1,987,248	$	266,260	$	249,402	$	87,530
Borrowing		1,952,627		299,719		250,564		87,530
Lending		1,970,176		289,570		243,164		87,530
The Underwriting of Securities		1,975,860		260,428		266,623		87,530
Purchasing and Selling Commodities		2,001,062		273,867		227,981		87,530
Purchasing and Selling Real Estate		1,941,951		282,413		278,546		87,530
Diversification of Investments		1,970,336		259,634		272,940		87,530
Concentrating Investments in a Particular Industry		1,918,956		297,885		286,069		87,530
Short Sales		N/A		N/A		N/A		N/A
Investing for Control		N/A		N/A		N/A		N/A
Securities Issued by Other Investment Companies		N/A		N/A		N/A		N/A
Margin Transactions		N/A		N/A		N/A		N/A
Investing in New Issuers		N/A		N/A		N/A		N/A

	Managers AMG FQ Global Alternatives Fund
	For		Against		Abstain		Broker Non-Votes
To amend “fundamental” restrictions of the Funds with respect to:	(in $NAV, rounded to the nearest dollar)
Issuance of Senior Securities	$	6,736,315	$	118,833	$	564,358	$	1,614,536
Borrowing		6,701,003		145,815		572,688		1,614,536
Lending		6,707,222		142,698		569,586		1,614,536
The Underwriting of Securities		6,731,864		120,190		567,452		1,614,536
Purchasing and Selling Commodities		6,754,631		92,273		572,602		1,614,536
Purchasing and Selling Real Estate		6,746,868		100,602		572,036		1,614,536
Diversification of Investments		N/A		N/A		N/A		N/A
Concentrating Investments in a Particular Industry		6,764,058		83,423		572,025		1,614,536
Short Sales		6,646,374		213,325		559,806		1,614,536
Investing for Control		6,700,976		149,681		568,849		1,614,536
Securities Issued by Other Investment Companies		6,652,668		195,624		571,214		1,614,536
Margin Transactions		6,721,171		136,002		562,333		1,614,536
Investing in New Issuers		N/A		N/A		N/A		N/A

Proxy Results (continued)


	Managers AMG FQ Global Essentials
	For		Against		Abstain		Broker Non-Votes
To amend “fundamental” restrictions of the Funds with respect to:	(in $NAV, rounded to the nearest dollar)
Issuance of Senior Securities	$	4,236,376	$	496,659	$	375,399	$	587,925
Borrowing		4,160,725		589,034		358,674		587,925
Lending		4,184,459		556,918		367,057		587,925
The Underwriting of Securities		4,272,750		492,269		343,415		587,925
Purchasing and Selling Commodities		4,233,068		524,745		350,621		587,925
Purchasing and Selling Real Estate		4,259,249		511,885		337,300		587,925
Diversification of Investments		4,295,505		478,566		334,363		587,925
Concentrating Investments in a Particular Industry		4,181,483		623,576		303,374		587,925
Short Sales		N/A		N/A		N/A		N/A
Investing for Control		N/A		N/A		N/A		N/A
Securities Issued by Other Investment Companies		N/A		N/A		N/A		N/A
Margin Transactions		N/A		N/A		N/A		N/A
Investing in New Issuers		N/A		N/A		N/A		N/A

	Managers AMG FQ Tax-Managed U.S. Equity Fund
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	1,322,543	$	94,392	$	122,974	$	408,332
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		1,318,777		99,238		121,893		408,332
Other Changes		1,293,534		96,470		149,905		408,332

	Managers AMG FQ U.S. Equity Fund
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	2,069,279	$	185,090	$	285,756	$	83,013
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		1,973,436		271,761		294,929		83,013
Other Changes		1,937,811		258,152		344,162		83,013

	Managers AMG FQ Global Alternatives Fund
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	7,451,378	$	136,504	$	274,564	$	1,524,326
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		7,450,794		115,244		296,409		1,524,326
Other Changes		6,920,895		626,005		315,545		1,524,326

Proxy Results (continued)


	Managers AMG FQ Global Essentials
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	4,704,037	$	498,766	$	442,675	$	557,660
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		4,687,724		546,465		411,290		557,660
Other Changes		4,652,967		482,813		509,699		557,660

	All Funds in Trust
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	192,290,005	$	7,507,459	$	7,994,207	$	31,541,556
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		124,093,865		6,962,787		8,955,316		31,541,556
Other Changes		122,906,748		7,515,009		9,223,126		31,541,556

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 ManagersChoice^TM Only

Managers

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

P.O. Box 9847

Providence, Rhode Island 02940-8047

(800) 358-7668

LOGO

MANAGERS AND MANAGERS AMG FUNDS


EQUITY FUNDS		BALANCED FUNDS
BRANDYWINE BRANDYWINE BLUE BRANDYWINE ADVISORS MIDCAP GROWTH Friess Associates, LLC CADENCE CAPITAL APPRECIATION CADENCE MID-CAP CADENCE EMERGING COMPANIES Cadence Capital Management, 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 CenterSquare Investment 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 INTERNATIONAL SMALL CAP 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. YACKTMAN YACKTMAN FOCUSED Yacktman Asset Management LP	CHICAGO EQUITY PARTNERS BALANCED
		Chicago Equity Partners, LLC

		ALTERNATIVE FUNDS
		FQ GLOBAL ALTERNATIVES
		FQ GLOBAL ESSENTIALS
		First Quadrant, L.P.


		INCOME FUNDS
		BOND (MANAGERS) GLOBAL INCOME OPPORTUNITY Loomis, Sayles & Co., L.P. BOND (MANAGERS PIMCO) Pacific Investment Management Co. LLC GW&K MUNICIPAL BOND GW&K FIXED INCOME GW&K MUNICIPAL ENHANCED YIELD Gannett Welsh & Kotler, LLC HIGH YIELD J.P. Morgan Investment Management LLC INTERMEDIATE DURATION GOVERNMENT SHORT DURATION GOVERNMENT Amundi Smith Breeden LLC

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 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 Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.

www.managersinvest.com

LOGO

Managers Funds

Annual Report—October 31, 2013


TABLE OF CONTENTS	Page

LETTER TO SHAREHOLDERS		2

ABOUT YOUR FUND’S EXPENSES		3

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS, AND SCHEDULES OF PORTFOLIO INVESTMENTS

Managers Frontier Small Cap Growth Fund		4

Managers AMG TSCM Growth Equity Fund		10

Managers Micro-Cap Fund		16

Managers Real Estate Securities Fund		25

NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		29

FINANCIAL STATEMENTS

Statement of Assets and Liabilities		31
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts

Statement of Operations		33
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal year

Statements of Changes in Net Assets		34
Detail of changes in assets for the past two fiscal years

FINANCIAL HIGHLIGHTS		36
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

NOTES TO FINANCIAL HIGHLIGHTS		42

NOTES TO FINANCIAL STATEMENTS		43
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		51

TRUSTEES AND OFFICERS		52

ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		54

Letter to Shareholders

Dear Shareholder:

Thank you for your investment in The Managers Funds. Our foremost goal at Managers Investment Group (“MIG”) is to provide investment products and solutions that help our shareholders and clients successfully reach their investment goals and objectives. We do this by offering a broad selection of Funds managed by a collection of Affiliated Managers Group’s (“AMG”) affiliate investment boutiques, along with a complementary series of open-architecture mutual funds.

Respectfully,

LOGO

Keitha Kinne

President

The Managers Funds

About Your Fund’s Expenses

Actual Expenses

Hypothetical Example for Comparison Purposes

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 October 31, 2013	Expense Ratio for the Period			Beginning Account Value 05/01/13		Ending Account Value 10/31/13		Expenses Paid During the Period*
Managers Frontier Small Cap Growth Fund
Investor Class Shares
Based on Actual Fund Return		1.55	%	$	1,000	$	1,204	$	8.61
Hypothetical (5% return before expenses)		1.55	%	$	1,000	$	1,017	$	7.88
Service Class Shares
Based on Actual Fund Return		1.29	%	$	1,000	$	1,205	$	7.17
Hypothetical (5% return before expenses)		1.29	%	$	1,000	$	1,019	$	6.56
Institutional Class Shares
Based on Actual Fund Return		1.05	%	$	1,000	$	1,206	$	5.84
Hypothetical (5% return before expenses)		1.05	%	$	1,000	$	1,020	$	5.35
Managers AMG TSCM Growth Equity Fund
Investor Class Shares
Based on Actual Fund Return		1.28	%	$	1,000	$	1,147	$	6.93
Hypothetical (5% return before expenses)		1.28	%	$	1,000	$	1,019	$	6.51
Service Class Shares
Based on Actual Fund Return		0.89	%	$	1,000	$	1,150	$	4.82
Hypothetical (5% return before expenses)		0.89	%	$	1,000	$	1,021	$	4.53
Institutional Class Shares
Based on Actual Fund Return		0.79	%	$	1,000	$	1,150	$	4.28
Hypothetical (5% return before expenses)		0.79	%	$	1,000	$	1,021	$	4.02
Managers Micro-Cap Fund
Service Class Shares
Based on Actual Fund Return		1.43	%	$	1,000	$	1,279	$	8.21
Hypothetical (5% return before expenses)		1.43	%	$	1,000	$	1,018	$	7.27
Institutional Class Shares
Based on Actual Fund Return		1.18	%	$	1,000	$	1,281	$	6.78
Hypothetical (5% return before expenses)		1.18	%	$	1,000	$	1,019	$	6.01
Managers Real Estate Securities Fund
Based on Actual Fund Return		1.24	%	$	1,000	$	947	$	6.08
Hypothetical (5% return before expenses)		1.24	%	$	1,000	$	1,019	$	6.31
* 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 (184), then divided by 365.

Managers Frontier Small Cap Growth Fund

Portfolio Manager’s Comments

THE PORTFOLIO MANAGER

Frontier Capital Management Co. LLC (“Frontier”) manages client assets in small-, small/mid-, mid- and large-cap U.S. equity strategies. The Managers Frontier Small Cap Growth Fund follows a small-cap growth discipline as Frontier implements its “GARP” investment approach to select attractive small-cap stocks.

Frontier believes:

•

Fundamental research is the cornerstone to adding value

•

Stock prices ultimately are linked to sales and earnings growth

•

Growth must be purchased at a reasonable price (“GARP”)

•

Research is a continuous process

Frontier utilizes and draws support from its entire team of 19 investment professionals to identify opportunities and conduct fundamental research. Through fundamental bottom-up research, Frontier seeks long-term capital appreciation by investing in small-capitalization companies that it believes have above-average earnings growth potential and are available at reasonable valuations.

Frontier looks for companies it believes can generate long-term, sustainable earnings, managed by qualified professionals capable of executing a well-conceived strategic plan. Frontier seeks businesses that can generate superior rates of return on capital in excess of their cost of capital over a business cycle due to above-average secular growth prospects or a competitive advantage.

THE YEAR IN REVIEW

For the fiscal year ended October 31, 2013, the Managers Frontier Small Cap Growth Fund (Service Class) (the “Fund”) returned 40.01%, on pace with the Russell 2000^® Growth Index, which returned 39.84%.

U.S. equities finished the twelve months ending October 31, 2013 with very strong returns. Small caps significantly outperformed as the Russell 2000^® rose 36.3% versus the 28.4% gain of the large cap Russell 1000^®. From a style perspective growth led the market as the Russell 2000^® Growth advanced 39.8%.

The period ended with U.S. equity indices hitting new all-time highs despite the government shutdown, partisan budget battles, and uncertainty surrounding the federal debt ceiling. Economic data has been stronger than expected, which is surprising given the ineptitude in Washington DC. GDP rose 2.8% in the third quarter, exceeding the median economist forecast of 2.0%, and representing the second quarter of acceleration. However, the growth was led by the biggest increase in inventories since the first quarter of 2012 as household purchases and business investment slowed. Consumer spending, which accounts for more than two-thirds of GDP, grew at a paltry 1.5%, matching the slowest pace of growth in more than 3¹⁄₂ years. Business spending on capital equipment, a key measure of companies’ willingness to invest, fell for only the second time since the recovery began more than four years ago. The 3.7% drop is a sign companies may have become skittish as political battles over the federal budget and debt ceiling dragged on. While the strong inventory growth could risk holding back production in the current quarter, we are not seeing the evidence in other data points. The ISM Manufacturing Index unexpectedly rose 0.2 in October to 56.4, the highest level since April 2011, and defied economists’ expectations for a drop to 55. The ISM service soared a full point

higher to 55.4, well above projections. Readings above 50 indicate economic expansion. Additionally October payrolls increased more than forecasted to 204,000, ahead of an upwardly revised 163,000 gain in September. Taken together, the latest released economic data point to an economy growing at roughly the same subpar pace that has plagued the recovery, now in its fifth year. Many economists had predicted growth would accelerate in the second half of the year as the effects of tax increases and federal spending cuts eased. That appears increasingly unlikely. The potential for renewed political battles over the federal budget and debt ceiling in early 2014 is already raising fears of another setback to the economy.

The Fund’s performance was primarily driven by strong stock selection, although sector selection was also a modest positive. Our three top contributing sectors were health care, financials, and materials & processing. Health care, a sector we are slightly underweight, was our largest contributor to relative performance as our 62% return exceeded the 41% gain of the index. Top stocks included neonatal and anesthesiology practice operator Mednax, up 58%, and Onyx Pharmaceuticals, up 58%. Onyx agreed to be acquired by Amgen at $125 per share, and we subsequently sold the position.

Financials was our second strongest contributing sector solely due to our overweight position as our 38% return matched the sector return of the Index. Performance was led by securities brokerage Jefferies Group, up 53%, after the company agreed to be acquired by conglomerate Leucadia National. Asset manager Waddell & Reed rose 96% as the company benefitted from strong flows, good performance, and market appreciation. The Fund also realized strong returns in materials & processing, a sector we were equal weight with the index. Our returns were 49%, outperforming the index return of 31%. In that sector we saw a positive contribution from commercial cable and connectivity company Belden, which was up 89%.

Another notable sector was technology, a sector we are underweight, as our 58% return bested the 39% return of the Index. Two stocks, Yelp Incorporated, up 140%, and Tessera Technologies, up 39%, were the top two technology stocks. Yelp, the leading online platform that allows users to find and review local businesses, posted better than expected financial results for the second quarter that included year-over-year growth rates of 69% for revenue, 38% for average monthly unique visitors, and 62% for new business accounts. Yelp is one of the fastest growing technology companies and in our opinion has the potential to be a much larger business. Tessera’s stock price rose as investors gained confidence that the management team and Board of Directors would be replaced following a proxy battle with an activist shareholder. The company now has a new CEO and CFO as well as a more qualified Board that should drive the company back to its historical position as an intellectual property leader with strong profitability.

Consumer discretionary, a sector we are underweight, was our largest detractor to performance as our 34% return lagged the 39% gain of the benchmark. Mattress retailer Select Comfort who operates the Sleep Number stores declined 34% and was our worst consumer stock. After very strong performance from late 2009 through 2012, the company was hurt by slowing industry trends that were exacerbated by a change in their marketing plans. We believe

Managers Frontier Small Cap Growth Fund

Portfolio Manager’s Comments (continued)

the marketing issues have been corrected and new product innovations will drive sales in 2014 and beyond and we continue to hold our position. Handbag brand Vera Bradley, down 26%, was our second worst consumer stock. Inventory issues and mismanagement of its wholesale channel weighed on results. We believe in the brand longer term and new management has joined to address the execution issues. Weakness in consumer discretionary was also found in footwear products company Crocs, Inc., down 22% for the fiscal year.

Energy, a sector with a modest overweight, was also a detractor from our relative returns as our 17% gain significantly trailed the 44% gain of the index. KiOR, down 65%, was responsible for the majority of our underperformance. This alternative energy company has a promising catalyst product that converts biomass into oil. Unfortunately, KiOR has run into a series of operational start up issues at its first production facility. While the facility is producing oil, it has not reached the rate management expected and this has pressured the stock. Additionally, investors and short sellers realized that the company must raise a substantial amount of capital in order to fund the next production facility. Fortunately, in late September, KiOR received a $50M cash infusion from its largest investor which will allow it to continue operations for at least another year. We believe the company can overcome its production issues and produce oil at a cost competitive level.

An improving housing market and auto industry, as well as a domestic renaissance in manufacturing are driving the U.S. economy. We continue to envision a period of low absolute growth

given the headwinds from anemic international economies, more fiscal restraint, modest wage growth, and the eventual tapering of Federal Reserve bond purchases. With this backdrop, our team continues to look for companies with differentiated products and services that can grow secularly and maintain pricing power. We feel we had success in this endeavor over the past twelve months and look forward to the opportunities in the year ahead.

This commentary reflects the viewpoints of the portfolio manager, Frontier Capital Management, as of October 31, 2013 and is not intended as a forecast or guarantee of future results, and is subject to change without notice.

CUMULATIVE TOTAL RETURN PERFORMANCE

Managers Frontier Small Cap Growth Fund’s cumulative total return is based on the daily change in net asset value (NAV) and assumes that all dividends and distributions were reinvested. This chart compares a hypothetical $10,000 investment made in Managers Frontier Small Cap Growth Fund’s Service Class on October 31, 2003, to a $10,000 investment made in the Russell 2000^® Growth Index for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

Managers Frontier Small Cap Growth Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the Managers Frontier Small Cap Growth Fund and the Russell 2000^® Growth Index for the same time periods ended October 31, 2013.


	Average Annual Total Returns¹
	One Year			Five Years			Ten Years			Since Inception			Inception Date
Managers Frontier Small Cap Equity Fund^2,3,4
Investor Class		39.61	%		—			—			16.48	%		01/01/10
Service Class		40.01	%		17.78	%		9.43	%		7.73	%		09/24/97
Institutional Class		40.34	%		—			—			17.01	%		01/01/10
Russell 2000^® Growth Index⁵		39.84	%		19.27	%		9.14	%		5.20	%		09/24/97	^†

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


¹		Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2013. 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 is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.
⁴		The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.
⁵		The Russell 2000^® Growth Index measures the performance of the Russell 2,000 companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 2000^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

The Russell 2000^® Growth Index is a registered trademark of Russell Investments. Russell^® is a trademark of Russell Investments.

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

Managers Frontier Small Cap Growth Fund

Fund Snapshots

October 31, 2013

Portfolio Breakdown (unaudited)


Industry	Managers Frontier Small Cap Growth Fund**			Russell 2000^® Growth Index
Industrials		27.7	%		12.2	%
Information Technology		23.9	%		26.4	%
Health Care		18.4	%		12.1	%
Financials		9.7	%		5.4	%
Consumer Discretionary		7.7	%		19.9	%
Energy		4.8	%		4.8	%
Materials		3.2	%		4.5	%
Telecommunication Services		3.1	%		2.1	%
Consumer Staples		0.0	%		12.4	%
Utilities		0.0	%		0.2	%
Other Assets and Liabilities		1.5	%		0.0	%

**	As a percentage of net assets.

Top Ten Holdings (unaudited)


Security Name	%of Net Assets
MEDNAX, Inc.*		4.7	%
MasTec, Inc.*		4.5
Raymond James Financial, Inc.*		3.0
Watsco, Inc.*		2.7
Alkermes PLC		2.6
Belden, Inc.*		2.3
WABCO Holdings, Inc.*		2.3
Cogent Communications Group, Inc.		2.3
WESCO International, Inc.*		1.8
United Therapeutics Corp.		1.8
Top Ten as a Group		28.0	%


* Top Ten Holding at April 30, 2013

Managers Frontier Small Cap Growth Fund

Schedule of Portfolio Investments

October 31, 2013


	Shares		Value
Common Stocks - 98.5%
Consumer Discretionary - 7.7%
Cheesecake Factory, Inc., The		8,000	$	378,000
Chico’s FAS, Inc.		29,300		502,495
Crocs, Inc.^*		28,200		343,476
Fiesta Restaurant Group, Inc.^*		9,770		414,150
Harman International Industries, Inc.		6,800		550,936
Imax Corp.^*		17,100		498,465
K12, Inc.^*		7,472		136,588
LifeLock, Inc.^*		13,700		220,433
LKQ Corp.^*		26,000		858,780
Select Comfort Corp.^*		32,200		589,904
Tilly’s, Inc., Class A^*		24,380		354,973
Vera Bradley, Inc.^*,1		8,900		197,135
Vitamin Shoppe, Inc.^*		13,000		609,830
Total Consumer Discretionary				5,655,165
Energy - 4.8%
Atwood Oceanics, Inc.^*		12,900		685,377
Carrizo Oil & Gas, Inc.^*		13,900		609,376
Emerald Oil, Inc.^*		20,310		176,697
InterOil Corp.^*,1		10,500		729,225
KiOR, Inc., Class A^*		123,200		287,056
Matrix Service Co.^*		24,500		509,355
SandRidge Energy, Inc.^*,1		88,000		557,920
Total Energy				3,555,006
Financials - 9.7%
Allied World Assurance Co. Holdings AG		10,400		1,126,216
Endurance Specialty Holdings, Ltd.		12,500		691,125
Fidelity National Financial, Inc., Class A		2,930		82,480
Jones Lang LaSalle, Inc.		6,100		580,720
Raymond James Financial, Inc.		48,400		2,209,460
RE/MAX Holdings, Inc., Class A^*		257		7,247
Signature Bank^*		10,700		1,089,474
Waddell & Reed Financial, Inc., Class A		7,600		469,300
WR Berkley Corp.		19,700		865,027
Total Financials				7,121,049
Health Care - 18.4%
Alkermes PLC^*		54,800		1,928,412
Centene Corp.^*		14,300		803,088
Charles River Laboratories International, Inc.^*		18,300		900,543
Covance, Inc.^*		2,800		249,928
DexCom, Inc.^*		43,600		1,252,628
Fluidigm Corp.^*		1,500		47,250
Foundation Medicine, Inc.^*,1		5,263		167,785


	Shares		Value
HeartWare International, Inc.^*		570	$	41,359
Incyte Corp., Ltd.^*		9,500		370,500
Insulet Corp.^*		15,450		602,859
Intrexon Corp.^*,1		22,800		483,360
MAKO Surgical Corp.^*		17,510		521,973
Medicines Co., The^*		21,000		712,320
MEDNAX, Inc.^*		31,600		3,445,032
PerkinElmer, Inc.		10,100		384,204
Seattle Genetics, Inc.^*,1		200		7,726
Unilife Corp.^*		123,500		374,205
United Therapeutics Corp.^*		14,852		1,314,699
Total Health Care				13,607,871
Industrials - 27.7%
A. O. Smith Corp.		25,200		1,301,580
Advisory Board Co., The^*		13,900		953,540
Carlisle Cos., Inc.		12,200		886,696
Chart Industries, Inc.^*		4,400		472,868
CLARCOR, Inc.		12,300		719,304
ExOne Co., The^*,1		7,900		405,507
Hub Group, Inc., Class A^*		23,000		844,790
Insperity, Inc.		24,100		931,947
KAR Auction Services, Inc.		33,250		988,190
MasTec, Inc.^*		104,700		3,347,259
Meritor, Inc.^*		64,300		441,741
Mine Safety Appliances Co.		10,600		510,496
MRC Global, Inc.^*		28,064		784,389
Pall Corp.		400		32,208
Primoris Services Corp.		18,900		492,156
Quanta Services, Inc.^*		26,800		809,628
RPX Corp.^*		37,000		660,820
Terex Corp.^*		14,700		513,765
UTi Worldwide, Inc.		7,900		120,080
WABCO Holdings, Inc.^*		19,800		1,696,464
Waste Connections, Inc.		3,500		149,590
Watsco, Inc.		20,800		1,982,032
WESCO International, Inc.^*		16,000		1,367,360
Total Industrials				20,412,410
Information Technology - 23.9%
Active Network, Inc., The^*		45,000		649,800
Advanced Energy Industries, Inc.^*		13,500		281,880
Atmel Corp.^*		75,800		551,824
Belden, Inc.		25,300		1,701,678
Blackhawk Network Holdings, Inc.^*		12,810		292,837

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

Managers Frontier Small Cap Growth Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Information Technology - 23.9% (continued)
Cadence Design Systems, Inc.^*		45,200	$	586,244
Callidus Software, Inc.^*		23,700		245,295
Ellie Mae, Inc.^*		26,700		771,630
Envestnet, Inc.^*		17,000		617,100
FireEye, Inc.^*		198		7,494
Fleetmatics Group PLC^*		12,800		406,400
FLIR Systems, Inc.		10,800		307,584
Fortinet, Inc.^*		28,800		579,168
Guidewire Software, Inc.^*		5,300		268,816
Heartland Payment Systems, Inc.¹		18,700		756,415
Ingram Micro, Inc., Class A^*		7,800		180,726
Jabil Circuit, Inc.		36,900		769,734
Jack Henry & Associates, Inc.		17,500		955,675
Kulicke & Soffa Industries, Inc.^*		42,500		548,250
Microsemi Corp.^*		21,300		535,269
Monolithic Power Systems, Inc.		6,200		197,408
Move, Inc.^*		16,200		274,914
Pandora Media, Inc.^*,1		15,800		397,054
QuinStreet, Inc.^*		54,800		487,172
RealPage, Inc.^*,1		12,600		309,078
Synchronoss Technologies, Inc.^*		25,900		896,658
Tangoe, Inc.^*		18,600		355,260
Tessera Technologies, Inc.		63,120		1,200,542
Virtusa Corp.^*		20,900		649,572
Web.com Group, Inc.^*		36,990		996,881
WEX, Inc.^*		7,500		700,125
Yelp, Inc.^*		2,000		135,500
Total Information Technology				17,613,983
Materials - 3.2%
Albemarle Corp.		3,900		258,141
CaesarStone Sdot Yam, Ltd.^*		14,300		603,031
Eagle Materials, Inc.		7,600		570,076
Globe Specialty Metals, Inc.		36,700		643,718
RTI International Metals, Inc.^*		8,300		281,370
Total Materials				2,356,336
Telecommunication Services - 3.1%
Cogent Communications Group, Inc.		48,000		1,686,240
NII Holdings, Inc.^*,1		109,700		377,368
Premiere Global Services, Inc.^*		25,800		232,458
Total Telecommunication Services				2,296,066
Total Common Stocks (cost $49,942,925)				72,617,886


	Principal Amount		Value
Short-Term Investments - 6.0%
Repurchase Agreements - 4.3%²
Citigroup Global Markets, Inc., dated 10/31/13, due 11/01/13, 0.110%, total to be received $1,000,003 (collateralized by various U.S. Government Agency Obligations, 1.625% - 7.000%, 01/01/14 - 10/01/43, totaling $1,020,000)	$	1,000,000	$	1,000,000
Deutsche Bank Securities, Inc., dated 10/31/13, due 11/01/13, 0.120%, total to be received $1,000,003 (collateralized by various U.S. Government Agency Obligations, 2.000% - 7.000%, 07/01/25 - 11/01/47, totaling $1,020,000)		1,000,000		1,000,000
Merrill Lynch, Pierce, Fenner & Smith, Inc., dated 10/31/13, due 11/01/13, 0.100%, total to be received $1,000,003 (collateralized by various U.S. Government Agency Obligations, 3.000% - 3.500%, 09/20/42 - 05/20/43, totaling $1,020,000)		1,000,000		1,000,000
Nomura Securities, dated 10/31/13, due 11/01/13, 0.100%, total to be received $186,445 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 04/15/14 - 02/15/43, totaling $190,173)		186,444		186,444
Total Repurchase Agreements				3,186,444
	Shares
Other Investment Companies - 1.7%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		1,263,666		1,263,666
Total Short-Term Investments (cost $4,450,110)				4,450,110
Total Investments - 104.5% (cost $54,393,035)				77,067,996
Other Assets, less Liabilities - (4.5)%				(3,312,180	)
Net Assets - 100.0%			$	73,755,816

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

Managers AMG TSCM Growth Equity Fund

Portfolio Manager’s Comments

The Managers AMG TSCM Growth Equity Fund (the “Fund”) seeks to achieve long-term capital appreciation by investing in the stocks of large-, mid- and small-capitalization companies.

The Portfolio Manager

TimesSquare Capital Management, LLC (“TimesSquare”), the Fund’s subadvisor, utilizes a bottom-up fundamental approach to all-cap investing. Led by co-managers Kenneth Duca, Tony Rosenthal and Grant Babyak, the investment team at TimesSquare believes its proprietary fundamental research skills, which place a particular emphasis on the assessment of management quality and an in-depth understanding of superior business models, enable the team to build a diversified portfolio of large-cap, mid-cap and small-cap growth stocks designed to generate good risk-adjusted returns. When selecting growth stocks, Fund management utilizes a fundamental, bottom-up process to identify companies that demonstrate consistent and sustainable revenue and earnings growth, offer distinct and sustainable competitive advantages, have strong, experienced management teams, have stocks selling at reasonable valuations and that Fund management believes have the potential to appreciate in price by 25 to 50% within the next 12 to 18 months.

The Period in Review

For the fiscal year ended October 31, 2013, the Managers AMG TSCM Growth Equity Fund (Institutional Class Shares) returned 30.92%, outperforming the Russell 3000^® Growth Index, which returned 29.16%.

The U.S. equity markets in 2012 witnessed strong double-digit returns for all of the major size and style indices in the 16% to 18% range. Unemployment fell from 8.5% to 7.8%, home prices steadily rose throughout the year, annual automotive sales reached its highest level in five years, and inflation declined from over 3% to under 2%. Meanwhile, the Federal Reserve maintained its zero interest rate policy and national elections decisively maintained the status quo in terms of the President as well as majorities in both the House and Senate. By one extent, 2012 did not officially come to a close until January 2, 2013, when the U.S. government finally reached some measure of accommodation on the “fiscal cliff” - an issue that weighed on the economy for the latter part of 2012 - and passed the American Taxpayer Relief Act of 2012.

The U.S. equity markets then logged three straight months of positive performance, resulting in significant returns for the first quarter of 2013. While the broader economy improved slightly, each positive data point seemed to have an associated caveat. The most recent quarterly report of GDP growth, the third and final “estimate,” nudged the rate from slightly negative to slightly positive, but still only a rounding error away from zero. Unemployment edged down to 7.6%, a level not seen since 2008, but that drop was also a function of labor force participation decreasing to 63.3%, the lowest workforce rate since 1979, and jobless claims were greater than expected. With a flurry of mixed signals, it was not surprising that measures of consumer confidence and sentiment fell sharply, even though the major stock market indices reached record high levels.

Containing positive and negative months, the second quarter ended with the U.S. equity markets gaining an average of 3%. Microcaps

had the strongest showing as smaller stocks generally performed better than their larger siblings. There were few consistent patterns among the returns for small to mid cap growth stocks, though lower quality - as defined by return on equity quintiles - outperformed, higher risk- as defined by beta - lagged, and the consumer-oriented segments led other areas of the economy. The various macroeconomic currents mirrored those results. Measures of consumer sentiment and confidence improved to levels not seen since prior to the 2008 recession. Meanwhile, the Euro Zone experienced its sixth straight quarter of recession, pointing to the global fragility of a sustained economic recovery. A lack of strong foundation was also evident by the “taper tantrum” toward the end of the quarter that sharply sent markets down and treasury yields up when the Federal Reserve announced a potential timetable for winding down its bond-buying program.

During the third quarter, positive U.S. equity market returns in July and September bookended a lackluster August and produced high single digit to low double digit performance across the Russell indices. As has been the case for much of the year thus far, microcaps had the strongest showing as smaller stocks performed better than their larger brethren. Two patterns were common within the returns for small to mid cap growth stocks: lower quality, as defined by return on equity, and higher risk, as defined by beta, both outperformed. The markets seemed unconcerned as the federal government approached the end of its fiscal year with neither a budget nor a short-term continuing resolution. Investors likely held out the hope - later dashed - that another last minute agreement would be reached to avoid a government shutdown. Measures of consumer confidence and sentiment dipped sharply from their recent upward trajectories, and not unexpectedly, the forward-looking metrics were the weakest components.

Towards the end of the period, October’s spotlight fell on the 16-day federal government shutdown that began the month and continued to ripple through the economy after its end. While a détente was achieved in Washington D.C., those measures merely continued government operations until mid-January 2014 and suspended the federal debt limit until mid-February. Such a temporary fix - as well as the shutdown itself - weighed on measures of consumer confidence and sentiment, sending both down sharply. Reversing the dominant trend in the U.S. equity markets thus far in 2013, during October, larger market capitalization stocks and value stocks performed better than their smaller and growth counterparts. All segments posted positive returns, and the overall U.S. market had a 4% return for the month.

The Portfolio outperformed the Russell 3000^® Growth Index on a relative basis during the period. Stock selection had a strong net positive effect and drove our outperformance; in general, our investments in technology, consumer staples, producer durables, financial services, consumer discretionary, and materials & processing outpaced their counterparts in the index, while holdings in health care and energy lagged. Sector allocation also had a net positive effect although we continue to build our concentrated all cap growth portfolio from the bottom-up.

Within the consumer discretionary sector, Starbucks Corp. (“Starbucks”), the premier roaster, marketer and retailer of specialty coffee, perked up 79%. During the second quarter, there was a

Managers AMG TSCM Growth Equity Fund

Portfolio Manager’s Comments (continued)

significant improvement in gross margins as falling coffee prices began to be reflected, which should provide an advantage for the next several quarters. Starbuck’s CEO was also excited about the sales launch in China of packaged coffee. Starbucks later posted fiscal fourth quarter results with earnings surpassing consensus estimates. Higher revenue was driven by improved same store sales and the addition of 415 net new stores. Starbucks announced the acquisition of Teavana Holdings Inc., which sells high-end, loose-leaf teas and has locations in approximately 300 shopping malls. Starbucks has also benefitted from new products, such as its La Boulange bakery offerings and continued international expansion. Virgin Media Inc. supplies broadband internet, television, mobile telephony and fixed line telephone services to residential and commercial customers throughout the United Kingdom. We closed our position in the second quarter after Liberty Global announced its agreement to acquire Virgin Media in a stock and cash deal. Virgin Media’s shares gained 49% during the time we held the stock during the period. Coach, Inc. (“Coach”), designs and markets premium handbags, leather goods and accessories. In the first quarter, Coach reported disappointing quarterly revenues and earnings with lackluster holiday sales in North America. We had expected that the new Legacy line would generate both sales and store traffic, but neither developed. Some competitors, however, showed significant strength. As a result, we sold our position during the same quarter and took the -11% loss on it. In the second quarter, we established a position in Hertz Global Holdings, Inc. (“Hertz”), which engages in the car and equipment rental business worldwide under its namesake brand as well as the Dollar and Thrifty brands. We believe the auto rental companies have become far more rational on pricing now that several years of consolidation have reduced eight major companies down to three. Hertz’s multiple brands expand its reach across price tiers and allow Hertz to move cars as they age down the rental scale. Hertz shares have backed up by -8% since our purchase as management reduced forward earnings guidance in the third quarter based on lower than expected rental volumes at U.S. airports; rental pricing, however, has been stronger than expected, and we added to our position. We believe that Hertz still has high earnings growth visibility and improving pricing power.

The top contributor to our returns for the period hailed from the consumer staples sector: GNC Holdings, Inc. (“GNC”), a specialty retailer of health and wellness products including vitamins, minerals, sports nutrition and diet products. With a healthy gain of 72% and as a new position in the fourth quarter of 2012, GNC reported quarterly results in the first quarter of 2013 that were in line with prior comparisons, which when adjusted for the impact of superstorm Sandy, translated to a meaningful increase. Part of that increase came from tests of a new “Gold Card” membership pricing program that drove sales increases for participating stores; GNC’s management also raised its forward guidance. In the third quarter, GNC exceeded top and bottom line estimates, driven by upside in its domestic retail operations. The new Gold Card program rollout had proven to be successful in pilot programs, as evidenced by same store sales increases, and the program would now be implemented chain-wide. Monster Beverage Corp. (“Monster”), develops and sells alternative category beverages including carbonated energy drinks, energy supplements, iced teas and fruit and coconut water juices under

brands including Monster Energy, Peace Tea and Hansen’s. Monster came into and went out of the Portfolio in the third quarter leading to a -9% decline during the time that we held the stock. Energy drink consumption had been rebounding in the U.S. despite negative publicity, and the company’s gross margins and market share were improving, but then Nielsen scanner data in September proved to be very disappointing and indicative of lower than expected revenue growth rates.

In energy, we closed our position in National Oilwell Varco, Inc. in the third quarter; the company provides equipment, supplies and components for offshore and onshore rigs used for oil and gas drilling and production. While the company posted a record quarter for bookings showing the strength of the offshore market, weakness in the onshore market negatively impacted its rig tech margins and would likely continue to keep margins under pressure. National Oilwell Varco shares ebbed by -6% during the time we held the stock.

Moving to financial services, Alliance Data Systems Corp. (“Alliance”), is a provider of data-driven and transaction-based marketing, private label credit cards and customer loyalty solutions. Alliance was credited with a 66% gain thanks to fiscal quarterly results in the second quarter that were as expected, though management slightly raised full year guidance. Alliance noted that its credit card business performed well, having won the service contract for Barneys New York, as did its Epsilon marketing operations. In the third quarter, Alliance Data issued strong quarterly results with increased guidance for future earnings; Alliance’s Private Label and Epsilon units performed well although Loyalty (Air Miles) had softer revenues. Alliance also announced during the quarter that Zales jewelry stores had become a new private label credit card client and that Dunkin’ Donuts became a new loyalty marketing client with Alliance working on the DD Perks program.

In the health care sector, Onyx Pharmaceuticals, Inc. (“Onyx”), is a biotech company focused on cancer therapies. Onyx shares soared by 64% on news that the company received and rejected an unsolicited takeover offer from Amgen, and management acknowledged interest from other parties. Onyx later agreed to a $125 per share price from Amgen, and we decided to lock in our gain and closed the position in the third quarter. Onyx’s Kyprolis drug helps Amgen’s product lineup which contains many drugs to support rather than to treat cancer patients.

We had mixed results in the technology sector. Falling -10% and as the bottom detractor to our performance, Apple, Inc. (“Apple”), designs and markets mobile communication and media devices, personal computing products, and portable digital music players and related software, services, peripherals and third-party applications. In the first quarter, Apple reported disappointing results with Mac sales significantly below expectations, while both iPhone and iPad volumes were also less than expected. Supply shortages were the main culprits for the shortfalls, although the company also provided lower-than-expected guidance for 2013. In July, Apple reported modest top and bottom line beats, although while the company shipped more iPhones than expected, the average selling price declined, indicating that users were opting for the cheaper/free iPhone 4/4S rather than paying more for the iPhone

Managers AMG TSCM Growth Equity Fund

Portfolio Manager’s Comments (continued)

5. In September, Apple issued a positive preannouncement with better than expected iPhone sales, and management indicated that revenues would come in at the high end of their guided range. Towards the end of the period, Apple announced a solid fiscal fourth quarter report with revenues and earnings coming in ahead of expectations and their pre-announced range. Postponed sales weighed on Teradata Corp. (“Teradata”), the provider of data warehousing solutions, in the second quarter. While Teradata had a technological lead in its market that was increasing, and secular demand for data environments for business intelligence and analysis was growing, corporations in general were doing what they could to delay large capital expenditures. This led to shortfalls in Teradata’s revenues and earnings, along with a reduction in forward guidance and a -35% decline. Despite Teradata management believing that U.S. demand had reached a bottom, we are reevaluating our position. Climbing 66%, ASML Holding N.V.’s (“ASML”), primary business is designing and manufacturing lithography systems; lithography is the part of the chip making process whereby a pattern is imaged into the light-sensitive material on the surface of a silicon wafer. In the second quarter, ASML reported revenue and earnings just ahead of expectations while maintaining full year guidance. Its next generation extreme ultraviolet (EUV) development was progressing, although meaningful volume production and adoption of EUV looked to be further out into the 2015/2016 timeframe. In the meantime, ASML continued to sell more of its current generation immersion systems, which commanded greater margins. The company also saw tremendous demand for its new high margin product called Yieldstar that combines several aspects of the R&D and production processes for semiconductors. Later, in the first quarter after ASML’s integration of the Cymer acquisition, management reported top and bottom line results that exceeded expectations as bookings showed solid improvement. ASML also raised full year revenue guidance reflecting stronger demand from the DRAM industry, and the long term thesis surrounding ASML’s opportunity with Extreme Ultraviolet (EUV) lithography technology remains intact as more EUV units will be shipped over the next few years. Google Inc. (“Google”), a global technology company that builds products and services focused on improving the ways people connect with information. In the first quarter, Google reported solid quarterly results that showed its core search and advertising operations were growing steadily and significantly. That the company could continue at such a pace despite its ever-increasing size was a testament to Google’s yet untapped opportunities and dominant competitive position. Management later reported second quarter revenue and earnings that missed consensus estimates with weakness in core business revenue growth and a decline in cost-per-

click (CPC) rates. We still believe that Google is the highest quality mega-cap technology name, and with the Android operating system dominating market share on the smartphone platform, Google is the default search provider on every Android smartphone that ships. Google shares rose by 52%. We initiated a position in WNS Holdings Limited (“WNS”), a global business process outsourcing (BPO) company focused on providing data, voice, and analytical services primarily to the travel, insurance, banking, manufacturing, and retail industries, during the third quarter. WNS reported solid quarterly results, beating revenue estimates and raising earnings guidance for 2014 with a strong deal pipeline; positive contributors included two new large deals in Europe, several deals in the U.S. and a weaker Rupee. WNS shares have soared by 76% since our purchase.

With concerns surrounding the federal budget and debt ceiling pushed into 2014, higher-than-expected recent GDP growth of 2.8%, and likely a smooth transition for the Federal Reserve chair, the markets seem poised to continue their climb. Questions remain regarding the breadth and strength of the underlying economic growth and the timing of the looming taper of the Fed’s quantitative easing. From our bottom-up perspective, company fundamentals vary widely as do their relationships with their market valuations, so our disciplined investment process remains focused on the growth of the former and the appropriateness of the latter.

This commentary reflects the viewpoints of the portfolio manager, TimesSquare Capital Management, as of October 31, 2013 and is not intended as a forecast or guarantee of future results, and is subject to change without notice.

CUMULATIVE TOTAL RETURN PERFORMANCE

Managers AMG TSCM Growth Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This chart compares a hypothetical $10,000 investment made in Managers AMG TSCM Growth Equity Fund’s Institutional Class on July 30, 2010 (commencement of operations) to a $10,000 investment made in the Russell 3000^® Growth Index for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

Managers AMG TSCM Growth Equity Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the Managers AMG TSCM Growth Equity Fund and the Russell 3000^® Growth Index for the same time periods ended October 31, 2013.


	Average Annual Total Returns¹
	One Year			Since Inception			Inception Date
Managers AMG TSCM Growth Equity Fund^2,3,4,5,6

Investor Class		30.41	%		16.91	%		07/30/10

Service Class		30.88	%		17.40	%		07/30/10

Institutional Class		30.92	%		17.40	%		07/30/10

Russell 3000^® Growth Index⁷		29.16	%		19.17	%		07/30/10	^†

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


¹		Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2013. All returns are in U.S. dollars ($).
²		From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.
³		The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.
⁴		The Fund 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.
⁵		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.
⁶		Investing in public offerings (IPOs) is risky and the prices of stocks purchased in IPOs tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time. Stocks purchased in IPOs generally do not have a trading history, and information about the companies may be available for very limited periods.
⁷		The Russell 3000^® Growth Index measures the performance of those Russell 3000^® Index companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 3000^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

The Russell 3000^® Growth Index is a registered trademark of Russell Investments. Russell^® is a trademark of Russell Investments. Not FDIC insured, nor bank guaranteed. May lose value.

Managers AMG TSCM Growth Equity Fund

Fund Snapshots

October 31, 2013

Portfolio Breakdown (unaudited)


Industry	Managers AMG TSCM Growth Equity Fund**			Russell 3000^® Growth Index
Information Technology		27.2	%		26.3	%
Consumer Discretionary		20.2	%		19.7	%
Industrials		17.1	%		12.4	%
Health Care		13.4	%		12.8	%
Financials		8.7	%		5.5	%
Energy		4.6	%		4.8	%
Materials		4.4	%		4.5	%
Consumer Staples		3.0	%		11.8	%
Telecommunication Services		0.0	%		2.0	%
Utilities		0.0	%		0.2	%
Other Assets and Liabilities		1.4	%		0.0	%

**	As a percentage of net assets.

Top Ten Holdings (unaudited)


Security Name	% of Net Assets
Google, Inc., Class A*		4.6	%
GNC Holdings, Inc., Class A*		3.6
Alliance Data Systems Corp.		3.3
American Tower Corp.*		3.3
priceline.com, Inc.		3.3
GlaxoSmithKline PLC*		3.2
eBay, Inc.*		3.1
Estee Lauder Cos. Inc., The, Class A		3.0
Apple, Inc.*		3.0
IntercontinentalExchange, Inc.		2.9

Top Ten as a Group		33.3	%

*	Top Ten Holding at April 30, 2013

Managers AMG TSCM Growth Equity Fund

Schedule of Portfolio Investments

October 31, 2013


	Shares		Value
Common Stocks - 98.6%
Consumer Discretionary - 20.2%
GNC Holdings, Inc., Class A		22,560	$	1,326,979
O’Reilly Automotive, Inc.^*		7,945		983,670
priceline.com, Inc.^*		1,134		1,195,043
Ross Stores, Inc.		11,130		860,906
Starbucks Corp.		11,965		969,763
Walt Disney Co., The		15,285		1,048,398
Wyndham Worldwide Corp.		14,330		951,512
Total Consumer Discretionary				7,336,271
Consumer Staples - 3.0%
Estee Lauder Cos. Inc., The, Class A		15,345		1,088,881
Energy - 4.6%
EOG Resources, Inc.		4,240		756,416
Schlumberger, Ltd.		9,610		900,649
Total Energy				1,657,065
Financials - 8.7%
American Tower Corp.		15,120		1,199,772
IntercontinentalExchange, Inc.^*		5,460		1,052,306
Marsh & McLennan Cos., Inc.		19,910		911,878
Total Financials				3,163,956
Health Care - 13.4%
Air Methods Corp.		12,755		557,649
Celldex Therapeutics, Inc.^*		21,750		498,293
DaVita HealthCare Partners, Inc.^*		17,395		977,773
Envision Healthcare Holdings, Inc.^*		29,770		864,818
GlaxoSmithKline PLC, Sponsored ADR		21,930		1,154,176
Intuitive Surgical, Inc.^*		2,165		804,298
Total Health Care				4,857,007
Industrials - 17.1%
Clean Harbors, Inc.^*		14,320		884,260
Corporate Executive Board Co., The		11,585		844,547
DigitalGlobe, Inc.^*		25,075		797,887


	Shares		Value
Hertz Global Holdings, Inc.^*		41,925	$	962,598
Norfolk Southern Corp.		10,875		935,467
On Assignment, Inc.^*		25,865		873,978
WABCO Holdings, Inc.^*		10,835		928,343
Total Industrials				6,227,080
Information Technology - 27.2%
Alliance Data Systems Corp.^*		5,095		1,207,821
Apple, Inc.		2,067		1,079,697
ASML Holding N.V.		9,845		931,731
Citrix Systems, Inc.^*		10,725		608,965
CommVault Systems, Inc.^*		4,805		375,174
eBay, Inc.^*		21,370		1,126,413
Google, Inc., Class A^*		1,618		1,667,478
MasterCard, Inc., Class A		1,329		953,026
NeuStar, Inc., Class A^*		12,815		588,465
Teradata Corp.^*		11,665		514,077
WNS Holdings, Ltd., ADR^*		35,925		807,953
Total Information Technology				9,860,800
Materials - 4.4%
Ecolab, Inc.		8,360		886,160
PolyOne Corp.		23,470		711,141
Total Materials				1,597,301
Total Common Stocks (cost $28,919,596)				35,788,361
Other Investment Companies - 0.9%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06% (cost $327,417)		327,417		327,417
Total Investments - 99.5% (cost $29,247,013)				36,115,778
Other Assets, less Liabilities - 0.5%				175,825
Net Assets - 100.0%			$	36,291,603

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

Managers Micro-Cap Fund

Portfolio Manager’s Comments

The Managers Micro-Cap Fund primarily invests in the stocks of U.S. micro-capitalization companies. Normally the Fund will invest at least 80% of its net assets in U.S. micro-cap stocks. The Fund employs multiple portfolio managers who specialize in distinct investment approaches. This “intelligence diversification” not only serves to manage risk, but also seeks to incorporate into the Portfolio the breadth of the micro-cap market by focusing different analytical insights on micro-cap investing. The Fund’s team of subadvisors strives to achieve this performance and diversification while ensuring that the Fund operates within the framework of its investment objective and principal investment strategies. The Russell Microcap^® Index is the benchmark for the Fund.

The Portfolio Managers

Lord, Abbett & Co., LLC (“Lord Abbett”)

The team focuses its stock selection effort on companies that have revenue growth of at least 15%, are experiencing year-to-year operating margin improvement, and are experiencing earnings growth that is driven by top-line growth rather than being driven by one-time events or simple cost-cutting measures. The focus is also on identifying companies with higher-quality balance sheets (often captured by finding companies with manageable debt-to-total-capital ratios) and that are already profitable. Once this process is completed, the focus for the team is on forecasting both revenue and earnings growth over the next several years. To achieve this goal, and to find companies that are expected to grow faster than their industry average, members of the team spend an extensive amount of time understanding the competitive advantages of a firm, the industry dynamics within which they operate, and the strength of management.

The sell discipline is enacted if there is a fundamental change in the business, a more attractive alternative is found, or if a holding reaches a 5% weight in the overall Portfolio. The Lord Abbett Portfolio typically holds between 75 and 100 stocks with no individual holding typically exceeding 5%. There is a risk constraint that prevents any individual industry from being greater than 25% of the total portfolio weight. The annual turnover of the Portfolio is expected to be relatively high although there is no explicit target as part of either the stock selection or the portfolio-construction process.

Next Century Growth Investors, LLC (“Next Century”)

The team requires historical revenue growth of at least 15% for a company before conducting further research. Other key factors considered initially by the team are strong historical revenue growth, low debt, and high Return On Equity (“ROE”). Quantitative screening is done on a regular basis to see which stocks over the past year are experiencing significant growth. The next stage of this process involves intensive first-hand research to determine the growth prospects of a company with the team choosing a stock only when it has become convinced a company has an extraordinary opportunity to grow their business. The uniqueness of this process lies in the fact that the team seeks out these companies regardless of their short-term prospects and\or current valuation. The team is looking for “home runs” and companies that will grow to the point that they will eventually reach a small-market capitalization.

The sell discipline is enacted if there is a change in the original investment thesis or a fundamental change in business of the company. In addition, a holding will become a candidate for sale if it reaches an extreme valuation, becomes larger than 5% of the overall Portfolio or as it approaches $1 billion in market capitalization. Typically, companies are sold out of the micro-cap Portfolio because they have approached $1 billion in market capitalization.

The Next Century portion of the Portfolio is concentrated and typically has 40-60 holdings, which can create a high level of volatility. The only risk constraints are that sector weights can not exceed two times the Russell 2000^® Growth sector weights, and no individual holding can be greater than 5% of the Portfolio.

RBC Global Asset Management (U.S.) Inc. (“RBC”)

The team uses an investment process that focuses on generating solid stock selection by identifying companies with strong, long-term, attractive business fundamentals that are selling at low valuations. In order to initially generate ideas, the team at RBC uses quantitative screens and industry research to concentrate stock selection on a narrower sub-universe of micro-cap companies. The team then focuses a majority of its time on conducting intensive “on-the-ground” fundamental research in order to uncover these opportunities. The focus is on identifying companies with long-term, solid business fundamentals and near-term profitability improvement potential. In terms of short-term factors, the team looks for companies that have shown institutional investor neglect or avoidance and sizeable insider ownership with the potential for both improving profit margins and accelerating earnings in the near future. In terms of long-term factors, the team looks for companies with proven products or services that are leading in market share within their respective industries while maintaining a sustainable competitive advantage and a solid balance sheet.

The resulting portfolio that is generated by this stock selection process tends to exhibit low turnover with company stocks generally held for several years. The Portfolio is well diversified with anywhere from 60 to 90 holdings with a maximum of 5% in any single holding.

WEDGE Capital Management L.L.P. (“WEDGE”)

The investment process is a combination of both quantitative and fundamental research insights. The quantitative portion of the investment process uses commonly found factors and characteristics that can be accessed via any number of commercial databases. The value-added portion of the process, therefore, uses a number of different factors across five major categories: valuation, earnings quality, operating efficiency, capital usage and momentum, whose efficacy has

been verified via long-term regression analysis. This is referred to as the Fundamental Value model. The top results of this model are combined with the best resulting stocks from the Financial Quality model, which measures stocks across categories such as multiple earnings growth, profitability, leverage and liquidity. The top stocks that appear in both models are eligible for fundamental research. The fundamental research portion of the investment process is exclusionary in nature and meant to eliminate stocks that are not strong in earnings forecasts, valuation metrics, sector\industry outlook or any factor that can not be easily captured quantitatively.

Managers Micro-Cap Fund

Portfolio Manager’s Comments (continued)

A stock is scrutinized for possible sale if it falls below the top four deciles in the Fundamental Value model. Stocks are sold when they become fairly valued, an upgrade opportunity develops, or the original investment thesis materially deteriorates. The portion of the Portfolio managed by WEDGE is confined to plus or minus 10% in any given sector, although sector positions tend to be much closer to the Index weight than this (it should be noted that these self-imposed sector weighting constraints are based on a proprietary liquidity analysis conducted on an ongoing basis by the micro-cap team and is NOT driven by the sector weightings of any micro-cap benchmark). The final Portfolio seeks to be a well-diversified, micro-cap Portfolio holding approximately 150 securities and consistently maintaining a value bias relative to the benchmark. The Portfolio tends to hold securities within the $40 million to $400 million market capitalization range, although it does not require a sale of a holding until it reaches $800 million in market capitalization.

THE YEAR IN REVIEW

Over the past year, equities within the U.S. posted solid gains despite ongoing macroeconomic headwinds that continue to threaten what has been, thus far, a somewhat muted recovery from the 2008 and 2009 deep recession. While equities within the U.S. posted robust gains across the market capitalization spectrum, these gains were achieved in fitful spurts as the “risk on, risk off” environment, Federal Reserve policy changes, and U.S. government concerns continued to create uncertainty. Despite these risks, investors increased equity exposure as U.S. equity funds turned positive in 2013. Investors tentatively entered the fourth quarter firmly focused the Fed’s next move to potentially “taper” asset purchases and U.S. economics including unemployment and housing statistics. Against this backdrop, micro-cap equities delivered returns of 38.72%, as measured by the Russell Microcap^® Index, which outpaced returns of their large-cap and small-cap brethren, which returned 28.40% and 36.28%, respectively, as measured by the Russell 1000^® and Russell 2000^® Indexes.

For the fiscal year ended October 31, 2013, the Managers Micro-Cap Fund (Service Class) returned 49.00%, compared with 38.72% for its benchmark, the Russell Microcap^® Index. The Fund delivered robust absolute and relative returns during the year as the Fund significantly outperformed its benchmark. A majority of the outperformance was driven by the Fund’s stock selection, which was particularly strong in the information technology, energy, and health care sectors. Weak stock selection within the materials, financials, telecommunication services and industrials sectors slightly detracted from relative performance. Additionally, the Fund’s sector weights, which are primarily a residual of the stock selection process for each of the Fund’s subadvisors, also contributed to outperformance. The Funds overweights within financials and consumer discretionary sectors benefitted relative performance, but were partially offset by the underperformance of the cash position.

At the subadvisor level, all four subadvisors outperformed the Russell Microcap^® Index led by significant outperformance from

Lord, Abbett and Company, LLC (“Lord Abbett”) and Next Century Growth Investors LLC (Next Century), with contributions from Wedge Capital Management, LLP (“Wedge”) and RBC Global Asset Management (U.S.) Inc (“RBC”). Both Lord Abbett’s and Next Century’s aggressive growth styles benefitted from robust stock selection in the high-growth information technology and energy sectors, partially offset by weak stock selection in the financials sector. RBC’s core growth process also produced strong stock selection within the same two sectors despite relative underperformance of holdings in the materials and health care sector. Additionally, Lord Abbett contributed to the Fund’s relative outperformance with robust stock selection in the health care sector. Wedge’s quantitative process produced strong stock selection within consumer discretionary, industrials and information technology sectors, partially offset by the relative underperformance of an underweight to the health care sector and an overweight to the materials sector.

Looking Forward

The portfolio managers are cautiously optimistic about forward-looking prospects for micro-cap equities. The portfolio managers believe that each of their respective investment processes, focused on finding companies with solid secular growth prospects, have the potential to perform well if investors focus on company fundamentals and less so on uncertainties related to Federal Reserve policy or other macro risks. The Fund generally remains positioned for ongoing economic recovery with overweights in economically sensitive information technology, industrials and consumer discretionary sectors. The portfolio managers continue to avoid financials with a large underweight (15%) to this sector relative to the benchmark.

This commentary reflects the viewpoints of the portfolio managers, Lord, Abbett & Co., LLC, Next Century Growth Investors, LLC, RBC Global Asset Management (U.S.) Inc. and WEDGE Capital Management L.L.P., as of October 31, 2013 and is not intended as a forecast or guarantee of future results, and is subject to change without notice.

CUMULATIVE TOTAL RETURN PERFORMANCE

Managers Micro-Cap Fund’s (Service) cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This chart compares a hypothetical $10,000 investment made in the Managers Micro-Cap Fund’s Service Class on October 31, 2003 to a $10,000 investment made in the Russell 2000^® Growth Index and the Russell Microcap^® Index for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced

Managers Micro-Cap Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the Managers Micro-Cap Fund and the Russell Microcap^® and Russell 2000^® Indices for the same time periods ended October 31, 2013.


	Average Annual Total Returns¹
	One Year			Five Years			Ten Years			Since Inception			Inception Date
Managers Micro-Cap Fund^2,3
Service Class		49.00	%		20.39	%		8.61	%		13.98	%		06/30/94
Institutional Class		49.36	%		—			—			37.50	%		10/01/11
Russell Microcap^® Index⁵		38.72	%		16.74	%		6.83	%		—	⁴		06/30/00
Russell 2000^® Index⁶		36.28	%		17.04	%		9.03	%		9.65	%		06/30/94	^†

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


		¹		Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2013. 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 is subject to the special risks associated with investments in micro-cap companies, such as relatively short earnings histories, competitive conditions, less publicly available corporate information, and reliance on a limited number of products.
		⁴		Since the Russell Microcap^® Index’s inception date of June 30, 2000, the average annual return for the index was 7.39%.
		⁵		The Russell Microcap^® Index tracks the micro-cap 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^® Index plus the next 1,000 securities. Unlike the Fund, the Russell Microcap^® Index is unmanaged, not available for investment, and does not incur expenses.
		⁶		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.

		The Russell Microcap^® Index and the Russell 2000^® Index are trademarks of Russell Investments. Russell^® is a trademark of Russell Investments.

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

Managers Micro-Cap Fund

Fund Snapshots

October 31, 2013

Portfolio Breakdown (unaudited)


Industry	Managers Micro-Cap Fund**			Russell Microcap^® Index			Russell 2000^® Index
Information Technology		23.4	%		16.6	%		17.7	%
Industrials		17.8	%		13.8	%		14.6	%
Consumer Discretionary		16.0	%		12.6	%		13.8	%
Health Care		12.5	%		16.0	%		12.6	%
Financials		12.2	%		27.4	%		22.7	%
Energy		4.6	%		4.3	%		5.9	%
Consumer Staples		3.6	%		3.0	%		4.0	%
Materials		3.4	%		2.9	%		4.8	%
Telecommunication Services		1.4	%		2.3	%		0.8	%
Utilities		0.5	%		1.1	%		3.1	%
Other Assets and Liabilities		4.6	%		0.0	%		0.0	%

**	As a percentage of net assets.

Top Ten Holdings (unaudited)


Security Name	%of Net Assets
Tyler Technologies, Inc.*		1.3	%
Universal Electronics, Inc.*		1.3
Fluidigm Corp.		1.3
Columbus McKinnon Corp.*		1.1	��
Power Solutions International, Inc.		1.0
Interactive Intelligence Group, Inc.*		1.0
RigNet, Inc.		0.9
Encore Capital Group, Inc.		0.9
Gulfport Energy Corp.*		0.9
Compass Diversified Holdings		0.9

Top Ten as a Group		10.6	%

*	Top Ten Holding at April 30, 2013

Managers Micro-Cap Fund

Schedule of Portfolio Investments

October 31, 2013


	Shares		Value
Common Stocks - 95.4%
Consumer Discretionary - 16.0%
1-800-Flowers.com, Inc., Class A^*		50,800	$	275,844
Arctic Cat, Inc.		5,126		268,602
Big 5 Sporting Goods Corp.		15,000		283,650
Black Diamond, Inc.^*		24,385		363,580
Bravo Brio Restaurant Group, Inc.^*		24,700		368,771
Bridgepoint Education, Inc.^*		73,400		1,438,640
Chuy’s Holdings, Inc.^*		43,906		1,650,865
Core-Mark Holding Co., Inc.		5,533		391,349
Culp, Inc.		12,500		241,875
Delta Apparel, Inc.^*		49,300		931,770
Destination Maternity Corp.		37,585		1,174,155
Destination XL Group, Inc.^*		197,720		1,374,154
Diversified Restaurant Holdings, Inc.^*		52,122		360,163
Einstein Noah Restaurant Group, Inc.		28,600		510,224
Entravision Communications Corp., Class A		98,872		666,397
Famous Dave’s of America, Inc.^*		7,225		130,411
Fiesta Restaurant Group, Inc.^*		29,749		1,261,060
Frisch’s Restaurants, Inc.		5,600		134,792
G-III Apparel Group, Ltd.^*		10,111		573,496
Gordmans Stores, Inc.		10,500		103,950
Grand Canyon Education, Inc.^*		31,300		1,479,551
Harte-Hanks, Inc.		27,200		216,784
Haverty Furniture Cos., Inc.		9,650		268,366
Hooker Furniture Corp.		15,885		250,983
iRobot Corp.^*		22,022		745,885
Johnson Outdoors, Inc., Class A		4,625		126,864
Kirkland’s, Inc.^*		6,800		120,700
Kona Grill, Inc.^*		76,198		1,046,199
Libbey, Inc.^*		47,800		1,020,530
LifeLock, Inc.^*		79,195		1,274,248
Lifetime Brands, Inc.		7,400		115,884
M/I Homes, Inc.^*		18,138		371,285
Mac-Gray Corp.		33,004		695,724
Marcus Corp., The		33,725		484,291
Modine Manufacturing Co.^*		15,900		211,788
Multimedia Games Holding Co., Inc.^*		9,047		294,118
Nexstar Broadcasting Group, Inc., Class A		11,757		521,893
Red Robin Gourmet Burgers, Inc.^*		20,995		1,599,399
Rentrak Corp.^*		40,787		1,529,105
RG Barry Corp.		68,686		1,310,529
Rocky Brands, Inc.		6,425		97,403


	Shares		Value
Ruth’s Hospitality Group, Inc.		30,200	$	368,138
Saga Communications, Inc., Class A		2,500		119,025
Smith & Wesson Holding Corp.^*,1		94,600		1,019,788
SodaStream International, Ltd.^*,1		16,400		876,908
Sonic Corp.^*		24,775		478,158
Standard Motor Products, Inc.		14,650		529,744
Stein Mart, Inc.		18,100		267,337
Summer Infant, Inc.^*		44,700		126,948
Tower International, Inc.^*		6,200		131,564
Town Sports International Holdings, Inc.		28,800		372,096
TRI Pointe Homes, Inc.^*		32,940		524,405
Unifi, Inc.^*		9,700		236,583
Universal Electronics, Inc.^*		70,600		2,747,046
West Marine, Inc.^*		19,600		239,316
Zagg, Inc.^*		93,200		441,768
Total Consumer Discretionary				34,764,101
Consumer Staples - 3.6%
Annie’s, Inc.^*		35,281		1,667,027
Boulder Brands, Inc.^*		37,394		612,888
Chefs’ Warehouse, Inc., The^*		23,264		557,405
Craft Brew Alliance, Inc.^*		39,657		643,237
Fairway Group Holdings Corp.^*		27,474		671,190
Farmer Bros Co.^*		7,600		137,256
Nash Finch Co.		18,300		513,498
Natural Grocers by Vitamin Cottage, Inc.^*,1		39,999		1,595,960
Pantry, Inc., The^*		30,075		402,704
Spartan Stores, Inc.		20,650		485,895
SunOpta, Inc.^*		50,300		541,731
Total Consumer Staples				7,828,791
Energy - 4.6%
Bolt Technology Corp.		6,100		109,129
Canadian Solar, Inc.^*,1		25,398		584,154
Dawson Geophysical Co.^*		18,000		526,320
GasLog, Ltd.		59,338		882,949
Geospace Technologies Corp.^*		15,400		1,500,268
Goodrich Petroleum Corp.^*		16,010		374,474
Gulf Island Fabrication, Inc.		19,391		489,041
Gulfport Energy Corp.^*		32,600		1,913,294
Natural Gas Services Group, Inc.^*		8,350		233,717
Panhandle Oil and Gas, Inc., Class A		8,350		280,309
Renewable Energy Group, Inc.^*		23,126		252,305
RigNet, Inc.^*		55,425		2,042,965
Synergy Resources Corp.^*		62,400		646,464

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

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)


	Shares			Value
Energy - 4.6% (continued)
TGC Industries, Inc.		15,582		$	114,838
Total Energy					9,950,227
Financials - 12.2%
AMERISAFE, Inc.		47,175			1,816,238
Asta Funding, Inc.		48,800			418,704
Banc of California, Inc.		25,900			365,449
Boston Private Financial Holdings, Inc.		32,100			365,619
Center Bancorp, Inc.		8,000			119,680
Centerstate Banks, Inc.		23,900			235,654
Chatham Lodging Trust		33,700			635,582
CoBiz Financial, Inc.		79,100			858,235
Community Trust Bancorp, Inc.		11,761			500,901
Compass Diversified Holdings^*		99,200			1,902,656
Crawford & Co., Class B		12,400			136,276
Diamond Hill Investment Group, Inc.		2,200			242,594
Donegal Group, Inc., Class A		7,500			118,875
Eagle Bancorp, Inc.^*		12,800			338,560
eHealth, Inc.^*		42,128			1,795,495
EMC Insurance Group, Inc.		8,000			272,320
Encore Capital Group, Inc.^*,1		40,801			1,993,129
Financial Institutions, Inc.		12,375			292,916
First Defiance Financial Corp.		9,700			250,454
First Merchants Corp.		28,150			529,220
Flushing Financial Corp.		26,250			527,363
Fortegra Financial Corp.^*		14,000			103,180
Heritage Financial Group, Inc.		6,300			108,234
HFF, Inc., Class A		31,495			773,202
Hilltop Holdings, Inc.^*		31,922			553,527
ICG Group, Inc.^*		21,845			356,292
JMP Group, Inc.		18,400			117,944
Kite Realty Group Trust		61,700			394,880
LaSalle Hotel Properties		25,800			801,090
MainSource Financial Group, Inc.		8,400			136,248
Marlin Business Services Corp.		28,491			785,497
National Interstate Corp.		21,400			559,182
Northrim BanCorp, Inc.		34,626	��		869,113
OceanFirst Financial Corp.		21,250			373,787
One Liberty Properties, Inc.		11,200			236,768
Oppenheimer Holdings, Inc., Class A		13,200			261,756
Orrstown Financial Services, Inc.^*		6,800			113,764
Pacific Continental Corp.		17,600			242,528
Pinnacle Financial Partners, Inc.^*		24,157			748,867
Piper Jaffray Cos.^*		14,000			502,460
Regional Management Corp.^*		15,200			486,552


	Shares		Value
Silvercrest Asset Management Group, Inc., Class A^*		36,037	$	532,266
StellarOne Corp.		16,200		377,136
SY Bancorp, Inc.		16,790		503,868
Territorial Bancorp, Inc.		10,925		238,274
Trico Bancshares		20,700		523,503
Union First Market Bankshares Corp.		20,200		487,224
Washington Banking Co.		32,300		549,423
Washington Trust Bancorp, Inc.		11,275		370,835
West Bancorporation, Inc.		8,925		123,344
Whitestone REIT		32,600		449,554
Total Financials				26,396,218
Health Care - 12.5%
ABIOMED, Inc.^*		30,439		729,927
Albany Molecular Research, Inc.^*		9,300		121,830
AMN Healthcare Services, Inc.^*		25,000		310,000
Anika Therapeutics, Inc.^*		14,700		439,089
Array BioPharma, Inc.^*		129,908		652,138
BioScrip, Inc.^*		114,600		803,346
Cadence Pharmaceuticals, Inc.^*		48,927		241,210
Cardiovascular Systems, Inc.^*		40,507		1,229,387
Columbia Laboratories, Inc.^*,1		54,100		389,520
Cross Country Healthcare, Inc.^*		38,700		229,878
Cynosure, Inc., Class A^*		31,095		671,963
Endologix, Inc.^*		68,364		1,235,337
Epizyme, Inc.^*,1		11,941		457,579
Exactech, Inc.^*		47,000		1,066,900
ExamWorks Group, Inc.^*		34,459		890,765
Fluidigm Corp.^*		85,747		2,701,031
Foundation Medicine, Inc.^*,1		17,839		568,707
Genomic Health, Inc.^*,1		9,807		293,425
HealthStream, Inc.^*		43,806		1,564,750
Intercept Pharmaceuticals, Inc.^*,1		9,840		533,722
InterMune, Inc.^*		20,816		293,297
IPC The Hospitalist Co., Inc.^*		13,828		757,636
Keryx Biopharmaceuticals, Inc.^*,1		109,012		1,128,274
KYTHERA Biopharmaceuticals, Inc.^*		13,326		595,805
Lannett Co., Inc.^*		6,700		158,187
Medical Action Industries, Inc.^*		37,800		229,068
Meridian Bioscience, Inc.		15,700		388,104
Natus Medical, Inc.^*		32,900		649,117
Novadaq Technologies, Inc.^*		37,280		616,238
Onconova Therapeutics, Inc.^*		20,430		321,568
Osiris Therapeutics, Inc.^*,1		19,745		262,806

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

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Health Care - 12.5% (continued)
Providence Service Corp., The^*		4,000	$	119,560
Raptor Pharmaceutical Corp.^*,1		68,817		989,588
Rockwell Medical, Inc.^*,1		29,014		334,241
RTI Surgical, Inc.^*		63,000		175,770
Santarus, Inc.^*		21,510		501,828
Sarepta Therapeutics, Inc.^*,1		7,623		296,840
Spectranetics Corp.^*		16,197		338,355
Streamline Health Solutions, Inc.^*		31,883		259,846
SurModics, Inc.^*		32,400		763,992
US Physical Therapy, Inc.		47,576		1,518,626
Utah Medical Products, Inc.		2,200		122,452
Verastem, Inc.^*		27,255		272,550
Zeltiq Aesthetics, Inc.^*		69,261		898,315
Total Health Care				27,122,567
Industrials - 17.8%
Acacia Research Corp.¹		40,400		609,636
ACCO Brands Corp.^*		105,400		616,590
Aceto Corp.		23,500		374,825
Air Transport Services Group, Inc.^*		98,300		711,692
Alamo Group, Inc.		10,059		474,684
Allied Defense Group, Inc., The^*,4		38,600		121,590
Ameresco, Inc., Class A^*		12,600		131,796
American Woodmark Corp.^*		12,683		430,207
Apogee Enterprises, Inc.		23,395		731,796
Astronics Corp.^*		34,654		1,700,113
Astronics Corp., Class B^*		1,129		54,519
AZZ, Inc.		42,100		1,890,290
Barrett Business Services, Inc.		3,200		266,464
Ceco Environmental Corp.		16,300		287,695
Celadon Group, Inc.		12,982		240,686
Chart Industries, Inc.^*		6,000		644,820
Columbus McKinnon Corp.^*		91,800		2,387,718
Consolidated Graphics, Inc.^*		6,700		429,403
CRA International, Inc.^*		18,750		357,187
Ducommun, Inc.^*		30,600		760,716
Dynamic Materials Corp.		15,167		335,191
Echo Global Logistics, Inc.^*		7,887		145,200
Ennis, Inc.		65,950		1,170,613
FreightCar America, Inc.		24,600		547,104
Furmanite Corp.^*		49,300		554,625
Gibraltar Industries, Inc.^*		15,975		255,760
Global Power Equipment Group, Inc.		11,600		236,176
GP Strategies Corp.^*		40,649		1,138,985
Graham Corp.		23,092		850,017


	Shares		Value
Greenbrier Cos., Inc.^*		45,800	$	1,215,532
H&E Equipment Services, Inc.^*		36,835		921,980
Hudson Technologies, Inc.^*		75,800		161,454
Hurco Cos., Inc.		6,721		164,597
Interface, Inc.		49,300		998,325
KEYW Holding Corp., The^*		65,600		754,400
Kimball International, Inc., Class B		10,800		126,360
LB Foster Co., Class A		10,550		493,213
Lydall, Inc.^*		20,800		378,976
Marten Transport, Ltd.		57,038		1,006,142
Mistras Group, Inc.^*		11,800		216,648
MiX Telematics, Ltd., Sponsored ADR^*		5,347		69,725
MYR Group, Inc.^*		13,800		365,010
NN, Inc.		66,050		1,062,084
Old Dominion Freight Line, Inc.^*		17,725		831,302
Orion Marine Group, Inc.^*		92,525		1,156,563
Performant Financial Corp.^*		59,969		597,891
PGT, Inc.^*		149,000		1,557,050
Pike Electric Corp.		23,100		249,711
Power Solutions International, Inc.^*		38,504		2,243,243
RBC Bearings, Inc.^*		7,167		493,018
Saia, Inc.^*		7,599		247,195
Sparton Corp.^*		28,600		754,754
Sun Hydraulics Corp.		27,350		1,085,248
Trex Co., Inc.^*		14,141		992,981
US Ecology, Inc.		15,871		564,214
voxeljet AG, ADR^*,1		44,100		1,502,928
Total Industrials				38,666,642
Information Technology - 23.4%
Actuate Corp.^*		65,238		522,556
American Software Inc., Class A		41,850		366,188
Anaren, Inc.^*		19,025		475,245
Aspen Technology, Inc.^*		20,900		799,007
Bel Fuse, Inc., Class B		13,900		292,456
Benefitfocus, Inc.^*		28,467		1,426,197
Carbonite, Inc.^*		45,807		606,485
ChannelAdvisor Corp.^*		24,063		838,836
Clearfield, Inc.^*		20,554		305,021
Commtouch Software, Ltd.^*		74,500		199,660
Computer Task Group, Inc.		80,350		1,376,395
comScore, Inc.^*		39,404		1,052,875
Covisint Corp.^*		34,865		427,794
Cray, Inc.^*		15,887		355,233
CTS Corp.		31,800		592,116

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

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Information Technology - 23.4% (continued)
Demandware, Inc.^*		8,102	$	400,644
Digi International, Inc.^*		22,883		230,661
eGain Corp.^*		69,130		793,612
Electro Scientific Industries, Inc.		30,700		367,786
Envestnet, Inc.^*		34,851		1,265,091
EPAM Systems, Inc.^*		12,862		481,939
ePlus, Inc.		4,500		244,620
Fabrinet^*		21,028		352,009
FARO Technologies, Inc.^*		15,080		716,300
Fleetmatics Group PLC^*		13,098		415,862
Gigamon, Inc.^*		13,871		426,949
Globecomm Systems, Inc.^*		35,000		491,050
Glu Mobile, Inc.^*		146,100		496,740
GSI Group, Inc.^*		61,400		612,772
GSI Technology, Inc.^*		15,700		110,214
Hackett Group, Inc., The		34,800		247,776
Imperva, Inc.^*		14,479		555,125
Infinera Corp.^*,1		44,070		449,955
Integrated Silicon Solution, Inc.^*		42,900		462,462
Interactive Intelligence Group, Inc.^*		36,500		2,242,925
InvenSense, Inc.^*,1		27,500		464,475
IXYS Corp.		47,712		554,891
Luxoft Holding, Inc.^*		37,748		1,102,997
Magnachip Semiconductor Corp.^*		19,491		364,287
Marketo, Inc.^*		8,506		287,163
Methode Electronics, Inc.		32,187		823,343
Monolithic Power Systems, Inc.		15,627		497,564
Move, Inc.^*		43,629		740,384
NIC, Inc.		32,000		787,840
Oplink Communications, Inc.^*		20,011		365,201
PC Connection, Inc.		15,546		310,765
PLX Technology, Inc.^*		60,200		363,608
Points International, Ltd.^*		37,061		787,917
Proofpoint, Inc.^*		40,879		1,293,411
PROS Holdings, Inc.^*		31,326		1,107,374
Qualys, Inc.^*		36,257		754,146
Rally Software Development Corp.^*		54,540		1,463,308
Responsys, Inc.^*		68,928		1,126,284
RMG Networks Holding Corp.^*		32,900		263,200
Rocket Fuel, Inc.^*,1		4,300		219,472
Rubicon Technology, Inc.^*,1		25,235		217,021
Seachange International, Inc.^*		30,200		428,538
ServiceSource International, Inc.^*		34,840		376,969
Sierra Wireless, Inc.^*		29,211		527,551


	Shares		Value
Silver Spring Networks, Inc.^*		25,919	$	566,071
SPS Commerce, Inc.^*		13,804		940,743
Stamps.com, Inc.^*		31,561		1,434,132
Supertex, Inc.		19,200		489,792
Symmetricom, Inc.^*		48,942		350,914
Tessco Technologies, Inc.		48,500		1,718,355
Textura Corp.^*		27,869		1,068,219
Trina Solar, Ltd., Sponsored ADR^*,1		37,446		549,333
Trulia, Inc.^*		9,166		366,365
Tyler Technologies, Inc.^*		29,700		2,872,287
Ultra Clean Holdings, Inc.^*		32,700		304,437
Virtusa Corp.^*		45,113		1,402,112
Vishay Precision Group, Inc.^*		26,050		427,220
XO Group, Inc.^*		9,000		124,920
Xoom Corp.^*		37,019		1,101,315
Xyratex, Ltd.		85,300		847,882
Total Information Technology				50,792,362
Materials - 3.4%
Flotek Industries, Inc.^*		46,775		1,000,050
Koppers Holdings, Inc.		30,200		1,344,202
Landec Corp.^*		59,100		692,061
Materion Corp.		21,025		626,755
Myers Industries, Inc.		24,500		436,590
OMNOVA Solutions, Inc.^*		173,800		1,512,060
Penford Corp.^*		8,000		108,800
UFP Technologies, Inc.^*		4,925		113,521
Universal Stainless & Alloy Products, Inc.^*		46,000		1,486,720
Total Materials				7,320,759
Telecommunication Services - 1.4%
8x8, Inc.^*		82,079		940,625
HickoryTech Corp.		9,700		129,786
IDT Corp., Class B		13,000		284,570
inContact, Inc.^*		39,797		302,059
NTELOS Holdings Corp.		7,100		135,184
Premiere Global Services, Inc.^*		62,300		561,323
Shenandoah Telecommunications Co.		15,000		415,950
Towerstream Corp.^*		120,900		290,160
Total Telecommunication Services				3,059,657
Utilities - 0.5%
Chesapeake Utilities Corp.		9,075		493,771
Unitil Corp.		21,000		634,620
Total Utilities				1,128,391
Total Common Stocks (cost $145,659,218)				207,029,715

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

Managers Micro-Cap Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Exchange Traded Funds - 0.5%
SPDR S&P Regional Banking ETF¹ (cost $1,111,302)		32,200	$	1,202,670

	Principal Amount
Short-Term Investments - 8.6%
Repurchase Agreements - 4.6%²
Citigroup Global Markets, Inc., dated 10/31/13, due 11/01/13, 0.100%, total to be received $2,356,870 (collateralized by various U.S. Government Agency Obligations, 0.000% - 5.500%, 11/15/13 - 07/18/33, totaling $2,404,000)	$	2,356,863		2,356,863
Credit Suisse Securities (USA) LLC, dated 10/31/13, due 11/01/13, 0.080%, total to be received $496,167 (collateralized by various U.S. Government Agency Obligations, 0.000%, 02/15/18 - 11/15/40, totaling $506,090)		496,166		496,166
Deutsche Bank Securities, Inc., dated 10/31/13, due 11/01/13, 0.120%, total to be received $2,356,871 (collateralized by various U.S. Government Agency Obligations, 2.000% - 7.000%, 07/01/25 - 11/01/47, totaling $2,404,000)		2,356,863		2,356,863


	Principal Amount		Value
JP Morgan Securities LLC, dated 10/31/13, due 11/01/13, 0.100%, total to be received $2,356,870 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.051%, 07/01/27 - 12/01/47, totaling $2,404,000)	$	2,356,863	$	2,356,863
Merrill Lynch, Pierce, Fenner & Smith, Inc., dated 10/31/13, due 11/01/13, 0.100%, total to be received $2,356,870 (collateralized by various U.S. Government Agency Obligations, 3.000% - 3.500%, 09/20/42 - 05/20/43, totaling $2,404,000)		2,356,863		2,356,863
Total Repurchase Agreements				9,923,618

	Shares
Other Investment Companies - 4.0%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		8,718,144		8,718,144
Total Short-Term Investments (cost $18,641,762)				18,641,762

Total Investments - 104.5% (cost $165,412,282)				226,874,147
Other Assets, less Liabilities - (4.5)%				(9,826,381	)
Net Assets - 100.0%			$	217,047,766

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

Managers Real Estate Securities Fund

Portfolio Manager’s Comments

Managers Real Estate Securities Fund seeks a combination of income and long-term capital appreciation by investing in stocks of companies that are principally engaged in owning and operating commercial real estate properties for the benefit of their investors including real estate investment trusts (REITs). Managers Investment Group LLC utilizes an independent subadvisor, CenterSquare Investment Management, LLC (formerly Urdang Securities Management, Inc.) (“CenterSquare”), to manage the assets of this Portfolio.

The Portfolio Manager

CenterSquare Investment Management, LLC

The investment team at CenterSquare believes real estate securities play an important role in a multi-asset class investment portfolio. CenterSquare’s strategy recognizes that real estate securities are not simply stocks or real estate. They are hybrid financial investments that must be valued on the basis of a number of meaningful factors, only one of which is the value of the firm’s property portfolio. To accurately assess the relative value of a REIT, CenterSquare takes into account critical business and market factors, such as: the company’s capitalization, its position within public capital markets and the quality of the management team.

CenterSquare believes that investment success is the result of the company’s ability to provide a consistently accurate answer to the question at the heart of its value-oriented investment strategy: which REITs do they believe will generate the highest risk-adjusted returns? CenterSquare believes that a diversified portfolio with a value orientation will result in strong risk-adjusted returns.

CenterSquare employs a value-oriented investment process with two distinct and complementary components: bottom-up real estate research and the company’s proprietary Relative Value Model (RVM) securities valuation process, which was designed to provide a uniform basis for evaluating the validity of a security’s trading price. Combining real estate research and the RVM process has been central to CenterSquare’s track record of delivering strong returns without incurring high levels of risk.

THE YEAR IN REVIEW

For the fiscal year ended October 31, 2013, the Managers Real Estate Securities Fund returned 10.99%, compared with 9.96% for its benchmark, the Dow Jones U.S. Select REIT Index. During the same period the S&P 500 Index returned 27.18%.

The U.S. REIT market had total returns in-line with the broader equity markets through late May. However, the rapid rise in the 10-year U.S. Treasury yield triggered by concern over a possible earlier-than-expected removal of monetary stimulus caused income-oriented investments like REITs to decline in value. REITs recovered off of their lows, however, ending up roughly 10% for the fiscal year as investor focus shifted from interest rates to REIT’s steady recovery in operating fundamentals and strong dividend growth. Occupancy has recovered to the historical averages and rental rates are rising. Operating fundamentals were strongest for apartments and self-storage where short duration lease and low vacancy levels made for strength in the improving economy. Retail real estate fundamentals also saw a marked improvement albeit from a lower base.

All major property sectors generated positive total returns during the fiscal year. Only one small sector generated a negative total return. Property sector performance was led by hotel and self storage which posted total returns of 35.0% and 28.0%, respectively. The worst performing sectors — residential and specialty, on the other hand, generated total returns of positive 0.1% and negative 5.6%, respectively. The specialty sector — a small and unique niche sector — was disproportionately negatively affected by the performance of one stock in particular.

The Portfolio outperformed the benchmark during the year. Both stock selection and sector positioning contributed to the Fund’s outperformance during the year. Stock selection alpha was broad-based with all but two sectors contributing to relative performance. Stock selection in the residential and office sectors benefitted relative performance while hotel and specialty sectors detracted from performance. Sector positioning benefited by an underweight to health care and an overweight to hotels. An overweight to the residential detracted from relative performance.

Outlook

The economic environment is favorable in our view, notwithstanding the budget deadlock and government shut-down that introduced an unneeded element of risk to the U.S. economy and eroded investor confidence. A healthy economy led by an improving housing market, employment and retail sales is good for real estate fundamentals, particularly in the absence of new construction. The eventual end of quantitative easing should be a welcome event as it should signal a healthier economy. However, in the short-run it has dampened sentiment for capital intensive, income-oriented vehicles regardless of the favorable operating fundamentals and some compelling valuations in the REIT sector. The short-lived era of buying of “yield at any cost” is giving way to a period where the focus will return to finding high-quality real estate companies with strong earnings growth, sustainable yields, fortress balance sheets and management teams that can capitalize on external growth opportunities. We believe REITs offer attractive risk-adjusted total returns and that REITs offer good investment opportunities to investors seeking high and growing dividends.

This commentary reflects the viewpoints of the portfolio manager, CenterSquare Investment Management LLC, as of October 31, 2013 and is not intended as a forecast or guarantee of future results.

CUMULATIVE TOTAL RETURN PERFORMANCE

Managers Real Estate Securities Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This chart compares a hypothetical $10,000 investment made in Managers Real Estate Securities Fund on October 31, 2003, to a $10,000 investment made in the Dow Jones U.S. Select REIT Index for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

Managers Real Estate Securities Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the Managers Real Estate Securities Fund and the S&P 500 and Dow Jones U.S. Select REIT indices for the same time periods ended October 31, 2013.


	Average Annual Total Returns¹
	One Year			Five Years			Ten Years
Managers Real Estate Securities Fund^2,3,4		10.99	%		16.39	%		10.83	%
Dow Jones U.S. Select REIT Index⁵		9.96	%		14.79	%		9.57	%
S&P 500 Index⁶		27.18	%		15.17	%		7.46	%

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 October 31, 2013. 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 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.

⁴ 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.

⁵ 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.

⁶ The S&P 500 Index is a capitalization-weighted index of 500 stocks. The S&P 500 Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Unlike the Fund, the Index is unmanaged, is not available for investment, and does not incur expenses.

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

Managers Real Estate Securities Fund

Fund Snapshots

October 31, 2013


Portfolio Breakdown (unaudited)
Industry	Managers Real Estate Securities Fund**
REITs (Regional Malls)		19.0	%
REITs (Apartments)		14.4	%
REITs (Office Properties)		12.7	%
REITs (Health Care)		11.4	%
REITs (Diversified)		10.1	%
REITs (Shopping Centers)		9.2	%
REITs (Hotels)		6.8	%
REITs (Warehouse/Industrials)		6.2	%
REITs (Storage)		5.9	%
Other Assets and Liabilities		4.3	%

** As a percentage of net assets.

Top Ten Holdings (unaudited)
Security Name	%of Net Assets
Simon Property Group, Inc.*		7.2	%
Ventas, Inc.*		5.2
Prologis, Inc.*		5.0
AvalonBay Communities, Inc.*		4.0
Macerich Co., The		3.8
Public Storage*		3.7
Kimco Realty Corp.*		3.6
Regency Centers Corp.		3.5
Boston Properties, Inc.*		3.4
HCP, Inc.*		3.4

Top Ten as a Group		42.8	%


* Top Ten Holding at April 30, 2013

Managers Real Estate Securities Fund

Schedule of Portfolio Investments

October 31, 2013


	Shares		Value
Common Stocks - 2.0%
Brixmor Property Group, Inc. (Financials)^*		30,510	$	630,031
Empire State Realty Trust, Inc. (Financials)^*		152,970		2,164,525
QTS Realty Trust, Inc., Class A (Financials)^*		28,580		613,898
Rexford Industrial Realty, Inc. (Financials)^*		68,380		931,336
Total Common Stocks (cost $4,147,322)				4,339,790
REITs - 95.7%
Apartments - 14.4%
AvalonBay Communities, Inc.		69,050		8,634,703
BRE Properties, Inc.		34,050		1,859,470
Camden Property Trust		84,840		5,446,728
Equity Residential		45,770		2,396,517
Essex Property Trust, Inc.		27,980		4,504,780
Mid-America Apartment Communities, Inc.		37,000		2,456,800
UDR, Inc.		211,060		5,236,399
Total Apartments				30,535,397
Diversified - 10.1%
Cousins Properties, Inc.		96,460		1,092,892
Digital Realty Trust, Inc.		43,320		2,064,631
Duke Realty Corp.		318,020		5,269,591
Liberty Property Trust		171,330		6,371,763
Vornado Realty Trust		74,240		6,611,814
Total Diversified				21,410,691
Health Care - 11.4%
Aviv REIT, Inc.		54,900		1,394,460
HCP, Inc.		174,790		7,253,785
Health Care REIT, Inc.		59,250		3,842,362
Omega Healthcare Investors, Inc.		20,210		671,780
Ventas, Inc.		168,680		11,004,683
Total Health Care				24,167,070
Hotels - 6.8%
Ashford Hospitality Trust, Inc.		48,480		633,149
Host Hotels & Resorts, Inc.		389,390		7,223,184
LaSalle Hotel Properties		41,731		1,295,748
RLJ Lodging Trust		72,530		1,832,108
Sunstone Hotel Investors, Inc.		260,190		3,447,518
Total Hotels				14,431,707
Office Properties - 12.7%
Alexandria Real Estate Equities, Inc.		48,110		3,164,676
Boston Properties, Inc.		70,420		7,288,470
Brandywine Realty Trust		79,820		1,135,839
CyrusOne, Inc.		25,640		499,724


	Shares		Value
Highwoods Properties, Inc.		131,278	$	5,067,331
Hudson Pacific Properties, Inc.		16,290		337,040
Kilroy Realty Corp.		68,210		3,626,044
Parkway Properties, Inc.		51,870		939,366
SL Green Realty Corp.		52,430		4,958,305
Total Office Properties				27,016,795
Regional Malls - 19.0%
General Growth Properties, Inc.		332,732		7,063,900
Macerich Co., The		138,240		8,185,190
Pennsylvania Real Estate Investment Trust		27,523		498,992
Simon Property Group, Inc.		98,970		15,295,814
Tanger Factory Outlet Centers		184,760		6,438,886
Taubman Centers, Inc.		45,063		2,964,695
Total Regional Malls				40,447,477
Shopping Centers - 9.2%
DDR Corp.		80,530		1,364,984
Federal Realty Investment Trust		24,990		2,588,964
Kimco Realty Corp.		356,430		7,656,116
Regency Centers Corp.		142,610		7,367,233
Retail Opportunity Investments Corp.		43,970		650,756
Total Shopping Centers				19,628,053
Storage - 5.9%
CubeSmart		110,410		2,017,191
Public Storage		47,040		7,854,269
Sovran Self Storage, Inc.		35,360		2,704,686
Total Storage				12,576,146
Warehouse/Industrials - 6.2%
EastGroup Properties, Inc.		21,850		1,390,971
First Industrial Realty Trust, Inc.		68,490		1,237,614
Prologis, Inc.		264,130		10,551,994
Total Warehouse/ Industrials				13,180,579
Total REITs (cost $193,971,228)				203,393,915
Other Investment Companies - 2.0%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06% (cost $4,343,509)		4,343,509		4,343,509
Total Investments - 99.7% (cost $202,462,059)				212,077,214
Other Assets, less Liabilities - 0.3%				548,689
Net Assets - 100.0%			$	212,625,903

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

Notes to Schedules of Portfolio Investments

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

At October 31, 2013, the approximate cost of investments for Federal income tax purposes and the aggregate gross unrealized appreciation and/or depreciation based on tax cost were as follows:


Fund	Cost		Appreciation		Depreciation			Net
Managers Frontier Small Cap Growth Fund	$	55,294,157	$	23,748,275	$	(1,974,436	)	$	21,773,839
Managers AMG TSCM Growth Equity Fund		29,312,920		7,186,003		(383,145	)		6,802,858
Managers Micro-Cap Fund		166,444,031		63,148,294		(2,718,178	)		60,430,116
Managers Real Estate Securities Fund		204,292,054		10,926,584		(3,141,424	)		7,785,160

^*	Non-income producing security.

¹	Some or all of these shares were out on loan to various brokers as of October 31, 2013 amounting to:


Fund	Market Value		% of Net Assets
Managers Frontier Small Cap Growth Fund	$	2,967,355		4.0	%
Managers Micro-Cap Fund		9,514,951		4.4	%

²	Collateral received from brokers for securities lending was invested in these short-term investments.

³	Yield shown represents the October 31, 2013, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

⁴

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 timely sale. The Funds may not invest more than 15% of its net assets in illiquid securities. All illiquid securities are valued by an independent pricing agent. The market value of illiquid securities at October 31, 2013, amounted to the following:


Fund	Market Value		% of Net Assets
Managers Micro-Cap Fund	$	121,590		0.1	%

As of October 31, 2013, the securities in the Managers AMG TSCM Growth Equity Fund and Managers Real Estate Securities Fund were all valued using Level 1 inputs. For a detailed breakout of the common stocks and REITs by major industry classification, please refer to the respective Schedule of Portfolio Investments previously presented in this report. (See Note 1(a) in the Notes to Financial Statements.)

The following tables summarize the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of October 31, 2013. (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 Frontier Small Cap Growth Fund
Investments in Securities
Common Stocks^†	$	72,617,886		—		—	$	72,617,886
Short-Term Investments
Repurchase Agreements		—	$	3,186,444		—		3,186,444
Other Investment Companies		1,263,666		—		—		1,263,666

Total Investments in Securities	$	73,881,552	$	3,186,444		—	$	77,067,996

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

Notes to Schedules of Portfolio Investments (continued)


	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
Managers Micro-Cap Fund
Investments in Securities
Common Stocks
Information Technology	$	50,792,362		—		—	$	50,792,362
Industrials		38,545,052	$	121,590		—		38,666,642
Consumer Discretionary		34,764,101		—		—		34,764,101
Health Care		27,122,567		—		—		27,122,567
Financials		26,396,218		—		—		26,396,218
Energy		9,950,227		—		—		9,950,227
Consumer Staples		7,828,791		—		—		7,828,791
Materials		7,320,759		—		—		7,320,759
Telecommunication Services		3,059,657		—		—		3,059,657
Utilities		1,128,391		—		—		1,128,391
Exchange Traded Funds		1,202,670		—		—		1,202,670
Short-Term Investments
Repurchase Agreements		—		9,923,618		—		9,923,618
Other Investment Companies		8,718,144		—		—		8,718,144

Total Investments in Securities	$	216,828,939	$	10,045,208		—	$	226,874,147

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

As of October 31, 2013, the Funds had no transfers between levels 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.

ETF: Exchange Traded Fund

REIT: Real Estate Investment Trust

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

Statement of Assets and Liabilities

October 31, 2013


	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 $2,967,355, $0 and $9,514,951, respectively)	$	77,067,996	$	36,115,778		$	226,874,147
Cash		—		—			1,060,537
Receivable for investments sold		438,743		605,575			846,150
Receivable for Fund shares sold		1,278		8,662			567,685
Dividends, interest and other receivables		18,596		11,301			69,526
Receivable from affiliate		2,520		16,201			—
Prepaid expenses		17,316		20,009			17,894
Total assets		77,546,449		36,777,526			229,435,939
Liabilities:
Payable upon return of securities loaned		3,186,444		—			9,923,618
Payable for investments purchased		493,231		396,156			1,951,336
Payable for Fund shares repurchased		15,500		32,267			167,713
Accrued expenses:
Investment advisory and management fees		62,315		22,654			180,075
Administrative fees		—		7,551			45,018
Shareholder servicing fees - Investor Class		—		4,863			—
Shareholder servicing fees - Service Class		2,801		2,849			35,808
Distribution fees - Investor Class		78		1,055			—
Trustees fees and expenses		42		—			1,318
Other		30,222		18,528			83,287
Total liabilities		3,790,633		485,923			12,388,173

Net Assets	$	73,755,816	$	36,291,603		$	217,047,766

Net Assets Represent:
Paid-in capital	$	43,639,881	$	25,629,096		$	128,864,481
Undistributed net investment income (loss)		—		(14,957	)		78,367
Accumulated net realized gain from investments		7,440,974		3,808,699			26,643,053
Net unrealized appreciation of investments		22,674,961		6,868,765			61,461,865
Net Assets	$	73,755,816	$	36,291,603		$	217,047,766
Investor Class:
Net Assets	$	366,073	$	5,045,722			n/a
Shares outstanding		13,941		304,015			n/a
Net asset value, offering and redemption price per share	$	26.26	$	16.60			n/a
Service Class:
Net Assets	$	15,272,828	$	28,281,326		$	172,958,695
Shares outstanding		576,680		1,683,316			3,378,933
Net asset value, offering and redemption price per share	$	26.48	$	16.80		$	51.19
Institutional Class:
Net Assets	$	58,116,915	$	2,964,555		$	44,089,071
Shares outstanding		2,175,186		176,821			859,249
Net asset value, offering and redemption price per share	$	26.72	$	16.77		$	51.31
* Investments at cost	$	54,393,035	$	29,247,013		$	165,412,282

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

Statement of Assets and Liabilities

October 31, 2013 (continued)


	Managers Real Estate Securities Fund
Assets:
Investments at value*	$	212,077,214
Receivable for investments sold		6,383,670
Receivable for Fund shares sold		776,032
Dividends, interest and other receivables		143,118
Prepaid expenses		9,908
Total assets		219,389,942
Liabilities:
Payable for investments purchased		6,026,810
Payable for Fund shares repurchased		467,576
Accrued expenses:
Investment advisory and management fees		106,559
Administrative fees		44,399
Shareholder servicing fees		44,399
Trustees fees and expenses		966
Other		73,330
Total liabilities		6,764,039

Net Assets	$	212,625,903

Net Assets Represent:
Paid-in capital	$	191,928,349
Undistributed net investment income		654,982
Accumulated net realized gain from investments		10,427,417
Net unrealized appreciation of investments		9,615,155
Net Assets	$	212,625,903
Shares outstanding		19,697,871
Net asset value, offering and redemption price per share	$	10.79
* Investments at cost	$	202,462,059

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

Statement of Operations

For the fiscal year ended October 31, 2013


	Managers Frontier Small Cap Growth Fund			Managers AMG TSCM Growth Equity Fund			Managers Micro-Cap Fund			Managers Real Estate Securities Fund
Investment Income:
Dividend income	$	696,565	¹	$	344,088	²	$	1,766,376	³	$	4,612,486
Securities lending income		80,993			1,035			73,314			—
Interest income		—			—			36			—
Foreign withholding tax		—			(3,325	)		—			(6,608	)
Total investment income		777,558			341,798			1,839,726			4,605,878
Expenses:
Investment advisory and management fees		855,843			226,906			1,656,889			1,181,736
Administrative fees		—			75,635			414,221			492,388
Distribution fees - Investor Class		1,033			10,733			—			—
Shareholder servicing fees - Service Class		35,225			24,060			328,340			—
Shareholder servicing fees - Investor Class		—			10,671			—			—
Shareholder servicing fees		—			—			—			492,388
Registration fees		37,734			38,654			30,519			44,721
Professional fees		24,805			23,256			31,151			30,262
Extraordinary expense		22,397			7,036			37,074			53,466
Transfer agent		14,392			23,981			52,734			50,249
Custodian		14,263			5,230			55,974			25,897
Reports to shareholders		9,759			2,074			21,539			54,238
Trustees fees and expenses		2,055			853			6,524			7,981
Miscellaneous		2,768			2,198			4,907			5,035
Total expenses before offsets		1,020,274			451,287			2,639,872			2,438,361
Expense repayments		—			—			—			65,671
Expense reimbursements		(62,431	)		(159,766	)		(319,324	)		(6,318	)
Expense reductions		—			(4,605	)		(21,771	)		(16,794	)
Net expenses		957,843			286,916			2,298,777			2,480,920

Net investment income (loss)		(180,285	)		54,882			(459,051	)		2,124,958
Net Realized and Unrealized Gain:
Net realized gain on investments		8,773,344			4,505,144			29,255,923			11,667,269
Net change in unrealized appreciation (depreciation) of investments		18,984,862			3,689,693			37,936,325			2,575,248
Net realized and unrealized gain		27,758,206			8,194,837			67,192,248			14,242,517

Net increase in net assets resulting from operations	$	27,577,921		$	8,249,719		$	66,733,197		$	16,367,475

¹	Includes non-recurring dividends of $219,548.

²	Includes non-recurring dividends of $56,945.

³	Includes non-recurring dividends of $681,042.

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

Statements of Changes in Net Assets

For the fiscal year ended October 31,


	Managers Frontier Small Cap Growth Fund						Managers AMG TSCM Growth Equity Fund						Managers Micro-Cap Fund
	2013			2012			2013			2012			2013			2012
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)	$	(180,285	)	$	(225,425	)	$	54,882		$	19,253		$	(459,051	)	$	(821,927	)
Net realized gain (loss) on investments		8,773,344			(25,991	)		4,505,144			234,312			29,255,923			9,982,766
Net change in unrealized appreciation (depreciation) of investments		18,984,862			5,211,506			3,689,693			3,287,379			37,936,325			6,192,551
Net increase in net assets resulting from operations		27,577,921			4,960,090			8,249,719			3,540,944			66,733,197			15,353,390
Distributions to Shareholders:
From net investment income:
Investor Class		—			—			(6,039	)		—			—			—
Service Class		—			—			(66,568	)		—			(200,919	)		—
Institutional Class		—			—			(16,460	)		—			(134,351	)		—
From net realized gain on investments:
Investor Class		—			—			—			—			—			—
Service Class		—			—			—			—			(8,440,046	)		(8,215,902	)
Institutional Class		—			—			—			—			(2,201,758	)		(2,309,261	)
Total distributions to shareholders		—			—			(89,067	)		—			(10,977,074	)		(10,525,163	)
Capital Share Transactions:¹
Net increase (decrease) from capital share transactions		(40,721,845	)		(14,039,711	)		2,745,621			(924,160	)		20,768,144			(9,781,867	)²

Total increase (decrease) in net assets		(13,143,924	)		(9,079,621	)		10,906,273			2,616,784			76,524,267			(4,953,640	)
Net Assets:
Beginning of year		86,899,740			95,979,361			25,385,330			22,768,546			140,523,499			145,477,139
End of year	$	73,755,816		$	86,899,740		$	36,291,603		$	25,385,330		$	217,047,766		$	140,523,499
End of year undistributed net investment income (loss)		—		$	(161,224	)	$	(14,957	)	$	19,347		$	78,367		$	(129,526	)

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

²	For the fiscal year ended October 31, 2012, the proceeds from the sale of shares for Managers Micro-Cap include the receipt of market timing settlements of $647,713.

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

Statements of Changes in Net Assets

For the fiscal year ended October 31,


	Managers Real Estate Securities Fund
	2013			2012
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	2,124,958		$	969,883
Net realized gain on investments		11,667,269			4,286,642
Net change in unrealized appreciation (depreciation) of investments		2,575,248			3,518,401
Net increase in net assets resulting from operations		16,367,475			8,774,926
Distributions to Shareholders:
From net investment income:		(1,863,912	)		(855,892	)
From net realized gain on investments:		(3,921,545	)		—
Total distributions to shareholders		(5,785,457	)		(855,892	)
Capital Share Transactions:
Proceeds from sale of shares		129,568,438			131,112,035
Reinvestment of dividends and distributions		5,096,432			731,421
Cost of shares repurchased		(100,989,345	)		(26,962,627	)
Net increase from capital share transactions		33,675,525			104,880,829

Total increase in net assets		44,257,543			112,799,863
Net Assets:
Beginning of year		168,368,360			55,568,497
End of year	$	212,625,903		$	168,368,360
End of year undistributed net investment income (loss)	$	654,982		$	188,625

Share Transactions:
Sale of shares		12,151,788			13,173,769
Reinvested shares from dividends and distributions		503,733			74,151
Shares repurchased		(9,677,837	)		(2,739,342	)
Net increase in shares		2,977,684			10,508,578

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

Managers Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period


				For the fiscal year ended October 31,									For the fiscal period ended October 31, 2010^*
Investor Class				2013			2012			2011			For the fiscal period ended October 31, 2010^*
Net Asset Value, Beginning of Period				$	18.81		$	17.90		$	16.70		$	14.64
Income from Investment Operations:
Net investment loss¹					(0.14	)⁴		(0.13	)⁵		(0.16	)		(0.11	)
Net realized and unrealized gain on investments¹					7.59			1.04			1.36			2.17
Total from investment operations					7.45			0.91			1.20			2.06
Net Asset Value, End of Period				$	26.26		$	18.81		$	17.90		$	16.70
Total Return²					39.61	%		5.08	%		7.19	%		14.07	%¹²
Ratio of net expenses to average net assets (with offsets/reductions)					1.58	%⁶		1.55	%		1.55	%		1.55	%¹³
Ratio of expenses to average net assets (with offsets)					1.58	%⁶		1.55	%		1.55	%		1.55	%¹³
Ratio of total expenses to average net assets (without offsets/reductions)³					1.65	%⁶		1.65	%		1.72	%		1.94	%¹³
Ratio of net investment loss to average net assets²					(0.64	)%⁶		(0.70	)%		(0.86	)%		(0.91	)%¹³
Portfolio turnover					65	%		38	%		44	%		52	%¹²
Net assets at end of period (000’s omitted)				$	366		$	474		$	563		$	406


	For the fiscal year ended October 31,

Service Class	2013			2012			2011			2010^*			2009
Net Asset Value, Beginning of Year	$	18.92		$	17.96		$	16.72		$	13.42		$	11.69
Income from Investment Operations:
Net investment loss¹		(0.10	)⁴		(0.09	)⁵		(0.12	)		(0.12	)		(0.10	)
Net realized and unrealized gain on investments¹		7.66			1.05			1.36			3.42			1.83
Total from investment operations		7.56			0.96			1.24			3.30			1.73
Net Asset Value, End of Year	$	26.48		$	18.92		$	17.96		$	16.72		$	13.42
Total Return²		39.96	%⁷		5.35	%⁷		7.42	%⁷		24.59	%		14.80	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.33	%⁶		1.30	%		1.30	%		1.37	%		1.46	%
Ratio of expenses to average net assets (with offsets)		1.33	%⁶		1.30	%		1.30	%		1.37	%		1.46	%
Ratio of total expenses to average net assets (without offsets/reductions)³		1.40	%⁶		1.40	%		1.47	%		1.66	%		1.50	%
Ratio of net investment loss to average net assets²		(0.43	)%⁶		(0.48	)%		(0.63	)%		(0.78	)%		(0.90	)%
Portfolio turnover		65	%		38	%		44	%		52	%		136	%
Net assets at end of year (000’s omitted)	$	15,273		$	12,664		$	18,199		$	18,290		$	39,536

Managers Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,									For the fiscal period ended October 31, 2010^*
Institutional Class	2013			2012			2011			For the fiscal period ended October 31, 2010^*
Net Asset Value, Beginning of Period	$	19.04		$	18.03		$	16.74		$	14.64
Income from Investment Operations:
Net investment loss¹		(0.04	)⁴		(0.04	)⁵		(0.08	)		(0.05	)
Net realized and unrealized gain on investments¹		7.72			1.05			1.37			2.15
Total from investment operations		7.68			1.01			1.29			2.10
Net Asset Value, End of Period	$	26.72		$	19.04		$	18.03		$	16.74
Total Return²		40.34	%		5.60	%		7.71	%		14.34	%¹²
Ratio of net expenses to average net assets (with offsets/reductions)		1.08	%⁶		1.05	%		1.05	%		1.05	%¹³
Ratio of expenses to average net assets (with offsets)		1.08	%⁶		1.05	%		1.05	%		1.05	%¹³
Ratio of total expenses to average net assets (without offsets/reductions)³		1.15	%⁶		1.15	%		1.22	%		1.44	%¹³
Ratio of net investment loss to average net assets²		(0.17	)%⁶		(0.20	)%		(0.41	)%		(0.41	)%¹³
Portfolio turnover		65	%		38	%		44	%		52	%¹²
Net assets at end of period (000’s omitted)	$	58,117		$	73,762		$	77,217		$	11,750

Managers AMG TSCM Growth Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,									For the fiscal period ended October 31, 2010^**
Investor Class	2013			2012			2011			For the fiscal period ended October 31, 2010^**
Net Asset Value, Beginning of Period	$	12.75		$	11.02		$	10.93		$	10.00
Income from Investment Operations:
Net investment loss¹		(0.02	)⁸		(0.02	)⁵		(0.10	)		(0.00	)^#
Net realized and unrealized gain on investments¹		3.89			1.75			0.19			0.93
Total from investment operations		3.87			1.73			0.09			0.93
Distributions to Shareholders from:
Net investment income		(0.02	)		—			(0.00	)^#		—
Net Asset Value, End of Period	$	16.60		$	12.75		$	11.02		$	10.93
Total Return²		30.41	%		15.70	%		0.84	%		9.30	%¹²
Ratio of net expenses to average net assets (with offsets/reductions)		1.30	%⁹		1.17	%		1.11	%		1.17	%¹³
Ratio of expenses to average net assets (with offsets)		1.32	%⁹		1.19	%		1.19	%		1.17	%¹³
Ratio of total expenses to average net assets (without offsets/reductions)³		1.85	%⁹		1.80	%		2.04	%		15.15	%¹³
Ratio of net investment loss to average net assets²		(0.17	)%⁹		(0.14	)%		(0.86	)%		(0.11	)%¹³
Portfolio turnover		102	%		87	%		102	%		50	%¹²
Net assets at end of period (000’s omitted)	$	5,046		$	3,608		$	2,465		$	14


	For the fiscal year ended October 31,									For the fiscal period ended October 31, 2010^**
Service Class	2013			2012			2011			For the fiscal period ended October 31, 2010^**
Net Asset Value, Beginning of Period	$	12.88		$	11.10		$	10.94		$	10.00
Income from Investment Operations:
Net investment income (loss)¹		0.03	⁸		0.01	⁵		(0.02	)		(0.00	)^#
Net realized and unrealized gain on investments¹		3.93			1.77			0.18			0.94
Total from investment operations		3.96			1.78			0.16			0.94
Distributions to Shareholders from:
Net investment income		(0.04	)		—			—			—
Net Asset Value, End of Period	$	16.80		$	12.88		$	11.10		$	10.94
Total Return²		30.88	%		16.04	%⁷		1.46	%⁷		9.40	%¹²
Ratio of net expenses to average net assets (with offsets/reductions)		0.90	%⁹		0.96	%		0.96	%		1.03	%¹³
Ratio of expenses to average net assets (with offsets)		0.92	%⁹		0.98	%		1.04	%		1.03	%¹³
Ratio of total expenses to average net assets (without offsets/reductions)³		1.45	%⁹		1.59	%		1.89	%		15.00	%¹³
Ratio of net investment income (loss) to average net assets²		0.23	%⁹		0.09	%		(0.17	)%		0.00	%^#,13
Portfolio turnover		102	%		87	%		102	%		50	%¹²
Net assets at end of period (000’s omitted)	$	28,281		$	19,498		$	18,321		$	11

Managers AMG TSCM Growth Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal period


										For the fiscal period ended October 31, 2010^**
	For the fiscal year ended October 31,
Institutional Class	2013			2012			2011
Net Asset Value, Beginning of Period	$	12.87		$	11.07		$	10.94		$	10.00
Income from Investment Operations:
Net investment income¹		0.05	⁸		0.03	⁵		0.00	^#		0.01
Net realized and unrealized gain on investments¹		3.92			1.77			0.13			0.93
Total from investment operations		3.97			1.80			0.13			0.94
Distributions to Shareholders from:
Net investment income		(0.07	)		—			(0.00	)^#		—
Net Asset Value, End of Period	$	16.77		$	12.87		$	11.07		$	10.94
Total Return²		31.00	%⁷		16.26	%		1.23	%		9.40	%¹²
Ratio of net expenses to average net assets (with offsets/reductions)		0.80	%⁹		0.77	%		0.71	%		0.79	%¹³
Ratio of expenses to average net assets (with offsets)		0.82	%⁹		0.79	%		0.79	%		0.79	%¹³
Ratio of total expenses to average net assets (without offsets/reductions)³		1.35	%⁹		1.40	%		1.64	%		14.74	%¹³
Ratio of net investment income to average net assets²		0.35	%⁹		0.26	%		0.03	%		0.27	%¹³
Portfolio turnover		102	%		87	%		102	%		50	%¹²
Net assets at end of period (000’s omitted)	$	2,965		$	2,279		$	1,982		$	1,063

Managers Micro-Cap Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,
Service Class^†	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	37.26		$	36.03		$	33.42		$	26.37		$	25.41
Income from Investment Operations:
Net investment loss¹		(0.14	)⁴		(0.23	)		(0.27	)		(0.25	)		(0.21	)
Net realized and unrealized gain on investments¹		16.99			4.12			2.88			7.30			2.73
Total from investment operations		16.85			3.89			2.61			7.05			2.52
Distributions to Shareholders from:
Net investment income		(0.07	)		—			—			—			—
Net realized gain on investments		(2.85	)		(2.66	)		—			—			(1.56	)
Total distributions to shareholders		(2.92	)		(2.66	)		—			—			(1.56	)
Net Asset Value, End of Year	$	51.19		$	37.26		$	36.03		$	33.42		$	26.37
Total Return²		49.00	%		11.55	%^†††		7.78	%		26.73	%⁷		11.34	%⁷
Ratio of net expenses to average net assets (with offsets/reductions)		1.44	%¹⁰		1.41	%		1.41	%		1.50	%		1.53	%
Ratio of expenses to average net assets (with offsets)		1.45	%¹⁰		1.43	%		1.43	%		1.52	%		1.56	%
Ratio of total expenses to average net assets (without offsets/reductions)³		1.65	%¹⁰		1.68	%		1.66	%		1.72	%		1.75	%
Ratio of net investment loss to average net assets²		(0.33	)%¹⁰		(0.62	)%		(0.73	)%		(0.84	)%		(0.90	)%
Portfolio turnover		96	%		64	%		85	%		93	%		82	%
Net assets at end of year (000’s omitted)	$	172,959		$	110,732		$	113,742		$	135,570		$	127,322


	For the fiscal year ended October 31,						For the fiscal period October 1, 2011 through October 31,
Institutional Class^††	2013			2012			2011
Net Asset Value, Beginning of Period	$	37.37		$	36.03		$	31.02
Income from Investment Operations:
Net investment loss¹		(0.03	)⁴		(0.13	)		(0.01	)
Net realized and unrealized gain on investments¹		16.99			4.13			5.02
Total from investment operations		16.96			4.00			5.01
Distributions to Shareholders from:
Net investment income		(0.17	)		—			—
Net realized gain on investments		(2.85	)		(2.66	)		—
Total distributions to shareholders		(3.02	)		(2.66	)		—
Net Asset Value, End of Period	$	51.31		$	37.37		$	36.03
Total Return²		49.36	%		11.84	%^†††		16.18	%¹²
Ratio of net expenses to average net assets (with offsets/reductions)		1.19	%¹⁰		1.16	%		1.17	%¹³
Ratio of expenses to average net assets (with offsets)		1.20	%¹⁰		1.18	%		1.19	%¹³
Ratio of total expenses to average net assets (without offsets/reductions)³		1.40	%¹⁰		1.43	%		1.50	%¹³
Ratio of net investment loss to average net assets²		(0.08	)%¹⁰		(0.37	)%		(0.42	)%¹³
Portfolio turnover		96	%		64	%		85	%¹²
Net assets at end of period (000’s omitted)	$	44,089		$	29,791		$	31,735

Managers Real Estate Securities Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	10.07		$	8.95		$	8.12		$	5.68		$	5.55
Income from Investment Operations:
Net investment income¹		0.11			0.09			0.06			0.08			0.12
Net realized and unrealized gain on investments¹		0.96			1.11			0.83			2.43			0.16
Total from investment operations		1.07			1.20			0.89			2.51			0.28
Distributions to Shareholders from:
Net investment income		(0.10	)		(0.08	)		(0.06	)		(0.07	)		(0.15	)
Net realized gain on investments		(0.25	)		—			—			—			—
Total distributions to shareholders		(0.35	)		(0.08	)		(0.06	)		(0.07	)		(0.15	)
Net Asset Value, End of Year	$	10.79		$	10.07		$	8.95		$	8.12		$	5.68
Total Return²		10.89	%⁷		13.43	%		11.06	%		44.47	%		5.77	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.26	%¹¹		1.26	%		1.41	%		1.49	%		1.48	%
Ratio of expenses to average net assets (with offsets)		1.27	%¹¹		1.27	%		1.42	%		1.50	%		1.50	%
Ratio of total expenses to average net assets (without offsets/reductions)³		1.27	%¹¹		1.28	%		1.48	%		1.79	%		2.47	%
Ratio of net investment income to average net assets²		1.08	%¹¹		0.92	%		0.69	%		1.12	%		2.56	%
Portfolio turnover		86	%		36	%		75	%		99	%		107	%
Net assets at end of year (000’s omitted)	$	212,626		$	168,368		$	55,568		$	23,787		$	14,526

Notes to Financial Highlights

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

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

Effective January 1, 2010, existing shares of Managers Frontier Small Cap Growth Fund 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.

†††

Returns would have been lower if not for capital inflow resulting from market timing settlements.

Per share numbers have been calculated using average shares.

Total returns and net investment income (loss) would have been lower had certain expenses not been offset.

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

⁴

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.20), $(0.17), and $(0.09) for Managers Frontier Small Cap Growth Equity’s Investor Class, Service Class, and Institutional Class shares, respectively, and $(0.31) and $(0.20) for Managers Micro-Cap Fund’s Service Class and Institutional Class shares, respectively.

⁵

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.16), $(0.12), and $(0.07) for Managers Frontier Small Cap Growth Equity’s Investor Class, Service Class, and Institutional Class shares, respectively, and $(0.03), $(0.01), and $0.02 for Managers AMG TSCM Growth Equity Fund’s Investor Class, Service Class, and Institutional Class shares, respectively.

⁶

Includes non-routine extraordinary expenses amounting to 0.026%, 0.026% and 0.026% of average net assets for the Investor Class, Service Class and Institutional Class, respectively.

⁷

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

⁸

Includes a non-recurring dividend. Without this dividend, net investment income per share would have been $(0.05), $0.00, and $0.03 for Managers AMG TSCM Growth Equity Fund’s Investor Class, Service Class, and Institutional Class shares, respectively.

⁹

Includes non-routine extraordinary expenses amounting to 0.023%, 0.023% and 0.026% of average net assets for the Investor Class, Service Class and Institutional Class, respectively.

¹⁰

Includes non-routine extraordinary expenses amounting to 0.022% and 0.022% of average net assets for the Service Class and Institutional Class, respectively.

¹¹

Includes non-routine extraordinary expenses amounting to 0.027% of average net assets.

¹²

Not annualized.

¹³

Annualized.

Notes to Financial Statements

October 31, 2013

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 the Managers Frontier Small Cap Growth Fund (“Small Cap”), Managers AMG TSCM Growth Equity Fund (“TSCM Growth Equity”), Managers Micro-Cap Fund (“Micro-Cap”) and Managers Real Estate Securities Fund (“Real Estate Securities”), 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 could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a.	Valuation of Investments

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.

(ii) fundamental analytical data and press releases relating to the investment and its issuer; (iii) the value of comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers; and (iv) other factors, such as future cash flows, interest rates, yield curves, volatilities, credit risks and/or default rates. The Board will be presented with a quarterly report comparing fair values determined by the Pricing Committee against subsequent market valuations for those securities. 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. 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. 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 each Fund calculates its NAV. The Funds may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of thinly traded securities that are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investment valuation may differ depending on the method used and the factors considered in determining value according to the Funds’ fair value procedures.

Notes to Financial Statements (continued)

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, 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)

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 and interest 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. Distributions received in excess of income from return of capital including real estate-investment trusts (REITs) are recorded as a reduction of the cost of the related investment and/or as a realized gain. If the Fund no longer owns the applicable securities, any distributions received in excess of income are recorded as an adjustment to realized gain. 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 each Fund, and certain Fund level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

The following Funds had certain portfolio trades directed to various brokers, under a brokerage recapture program, which paid a portion of such Fund’s expenses. For the fiscal year ended October 31, 2013, the amount by which the Funds’ expenses were reduced and

the impact on the expense ratios if any, were as follows: TSCM Growth Equity -$4,605 or 0.02%, Micro-Cap -$21,771 or 0.01% and Real Estate Securities -$16,794 or 0.01%.

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 fiscal year ended October 31, 2013, the custodian expense was not reduced.

Overdraft fees are computed at 1% above the effective Federal Funds rate on the day of the overdraft. Prior to January 1, 2013, the rate was 2% above the effective Federal Funds rate. For the fiscal year ended October 31, 2013, the overdraft fees for TSCM Growth Equity, Micro-Cap and Real Estate Securities equaled $6, $7 and $344, respectively.

d.	Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared and paid annually for Small Cap, Micro-Cap, and TSCM Growth Equity and quarterly for Real Estate Securities. Distributions of capital gains, if any, will be made on an annual basis and when required for Federal excise tax purposes. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. The most common differences are due to differing treatments for losses deferred due to wash sales, REITs and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

Notes to Financial Statements (continued)

The tax character of distributions paid during the fiscal years ended October 31, 2013 and October 31, 2012 were as follows:


	Small Cap				TSCM Growth Equity				Micro-Cap				Real Estate Securities
	2013		2012		2013		2012		2013		2012		2013		2012
Distributions paid from:
Ordinary income		—		—	$	89,067		—		—		—	$	1,720,440	$	855,892
Short-term capital gains		—		—		—		—	$	335,270		—		1,449,621		—
Long-term capital gains		—		—		—		—		10,641,804	$	10,525,163		2,615,396		—
Return of capital		—		—		—		—		—		—		—		—

		—		—	$	89,067		—	$	10,977,074	$	10,525,163	$	5,785,457	$	855,892

As of October 31, 2013, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:


	Small Cap		TSCM Growth Equity		Micro-Cap		Real Estate Securities
Capital loss carryforward		—		—		—		—
Undistributed ordinary income		—		—	$	13,504,325	$	654,982
Undistributed short-term capital gains	$	3,364,676	$	1,450,346		—		2,782,554
Undistributed long-term capital gains		4,977,420		2,424,260		14,949,962		9,474,858
Post-October loss deferral		—		14,957		—		—

e.	Federal Taxes

Management has analyzed the Funds’ tax positions taken on Federal income tax returns as of October 31, 2013 and for all open tax years 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.

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 retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

f.	Capital Loss Carryovers and Deferrals

As of October 31, 2013, the Funds had no accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes. Should the Funds incur net capital losses for the year ended October 31, 2014, such 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.

For the fiscal year ended October 31, 2013, the following Funds utilized capital loss carryovers in the amount of:


	Capital Loss Carryovers Utilized
	Short-Term		Long-Term
Small Cap	$	244,392		—
TSCM Growth Equity		643,689		—

Notes to Financial Statements (continued)

g.	Capital Stock

For the fiscal years ended October 31, 2013, and October 31, 2012, the capital stock transactions by class for the Small Cap, TSCM Growth Equity and Micro-Cap were:


	Small Cap												TSCM Growth Equity
	2013						2012						2013						2012
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Investor Class Shares
Proceeds from sale of shares		472		$	11,202			52		$	1,000			44,427		$	652,528			66,027		$	796,782
Reinvestment of distributions		—			—			—			—			465			6,034			—			—
Cost of shares repurchased		(11,753	)		(257,651	)		(6,303	)		(115,848	)		(23,858	)		(354,373	)		(6,791	)		(85,317	)

Net increase (decrease)		(11,281	)	$	(246,449	)		(6,251	)	$	(114,848	)		21,034		$	304,189			59,236		$	711,465

Service Class Shares
Proceeds from sale of shares		14,996		$	346,091			45,568		$	876,060			506,959		$	7,532,724			240,701		$	2,940,331
Reinvestment of distributions		—			—			—			—			5,075			66,433			—			—
Cost of shares repurchased		(107,664	)		(2,411,622	)		(389,323	)		(7,195,772	)		(342,293	)		(5,092,088	)		(377,040	)		(4,564,994	)

Net increase (decrease)		(92,668	)	$	(2,065,531	)		(343,755	)	$	(6,319,712	)		169,741		$	2,507,069			(136,339	)	$	(1,624,663	)

Institutional Class Shares
Proceeds from sale of shares		24,657		$	530,043			145,614		$	2,684,462			98,087		$	1,355,750			57,631		$	720,319
Reinvestment of distributions		—			—			—			—			1,097			14,314			—			—
Cost of shares repurchased		(1,723,427	)		(38,939,908	)		(553,664	)		(10,289,613	)		(99,460	)		(1,435,701	)		(59,612	)		(731,281	)

Net decrease		(1,698,770	)	$	(38,409,865	)		(408,050	)	$	(7,605,151	)		(276	)	$	(65,637	)		(1,981	)	$	(10,962	)

Notes to Financial Statements (continued)


	Micro-Cap
	2013						2012
	Shares			Amount			Shares			Amount
Service Class Shares
Proceeds from sale of shares		769,762		$	35,294,189			65,755		$	2,901,959	^†
Reinvestment of distributions		245,892			8,478,353			238,842			8,075,238
Cost of shares repurchased		(608,491	)		(25,727,865	)		(489,724	)		(17,676,338	)

Net increase (decrease)		407,163		$	18,044,677			(185,127	)	$	(6,699,141	)

Institutional Class Shares
Proceeds from sale of shares		171,893		$	8,092,144			69,753		$	2,644,029	^†
Reinvestment of distributions		66,982			2,310,199			67,898			2,296,309
Cost of shares repurchased		(176,822	)		(7,678,876	)		(221,147	)		(8,023,064	)

Net increase (decrease)		62,053		$	2,723,467			(83,496	)	$	(3,082,726	)

^†	Includes market timing settlements of $503,960 and $143,752 for Service Class and Institutional Class, respectively.

At October 31, 2013, 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 - five collectively own 63%; TSCM Growth Equity - four collectively own 21%; Micro-Cap - four collectively own 52%; Real Estate Securities - three collectively own 59%. Transactions by these shareholders may have a material impact on the respective Funds.

h.	Repurchase Agreements

The Funds 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 October 31, 2013, the market value of repurchase agreements outstanding for Small Cap and Micro-Cap was $3,186,444 and $9,923,618, respectively.

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 Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects subadvisors for the Funds (subject to Board approval) and monitors each subadvisor’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by one or more portfolio managers who serve pursuant to a subadvisory agreement with the Investment Manager. Small Cap is managed by Frontier Capital Management Co., LLC (“Frontier”). TSCM Growth Equity is managed by TimesSquare Capital Management, LLC (“TimesSquare”). AMG indirectly owns a majority interest in Frontier and TimesSquare.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the fiscal year ended October 31, 2013, the annual investment

management fee rates, as a percentage of average daily net assets, were as follows:


Small Cap	1.00	%
TSCM Growth Equity	0.75	%
Micro-Cap	1.00	%
Real Estate Securities	0.60	%

The Investment Manager has contractually agreed, through March 1, 2014, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions, and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Small Cap, TSCM Growth Equity, and Micro-Cap to 1.05%, 0.79%, and 1.18%, respectively, of each Fund’s average daily net assets.

Notes to Financial Statements (continued)

Effective July 1, 2012, the Investment Manager has contractually agreed through March 1, 2014 to waive management fees and/or reimburse Fund expenses in order to limit the Real Estate Securities Fund’s 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 1.24% of the Fund’s average daily net assets. Immediately prior to July 1, 2012, the Fund had a contractual expense limitation of 1.29%.


	Small Cap			TSCM Growth Equity			Micro-Cap
Reimbursement Available - 10/31/12	$	298,552		$	343,952		$	951,105
Additional Reimbursements		62,431			159,766			319,324
Repayments		—			—			—
Expired Reimbursements		(92,681	)		(38,363	)		(266,870	)

Reimbursement Available - 10/31/13	$	268,302		$	465,355		$	1,003,559


	Real Estate Securities
Reimbursement Available - 10/31/12	$	92,162
Additional Reimbursements		6,318
Repayments		(65,671	)
Expired Reimbursements		(7,147	)

Reimbursement Available - 10/31/13	$	25,662

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 has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as the 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. The Funds pays a fee to the Administrator at the rate of 0.25% per annum of each Fund’s average daily net assets for this service.

The aggregate annual retainer paid to each Independent Trustee of the Board is $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts receives an additional payment of $25,000 per year. The Chairman of the Audit Committee receives an additional payment of $10,000 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 each Fund’s allocated portion of the total fees and expenses paid by the Managers Funds.

The Funds are distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the 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 in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset based sales charges. Pursuant to the Plan, each Fund may compensate the Distributor for its expenditures in financing any activity primarily intended to result in the sale of such class of the Fund’s shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor up to 0.25% annually of each Fund’s average daily net assets attributable to the Investor Class shares.

Notes to Financial Statements (continued)

For each of the Investor and Service Classes, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses incurred (“shareholder servicing fees”). Shareholder servicing fees include payments to third parties such as a bank, broker-dealer, trust company or other financial intermediaries who provide shareholder recordkeeping and account servicing services. The Investor and Service Class shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class’s average daily net asset value as shown in the table below.

The impact on the annualized expense ratios for the fiscal year ended October 31, 2013 were as follows:


Fund	Maximum Amount Allowed			Actual Amount Incurred
Small Cap
Investor Class		0.25	%		0.25	%
Service Class		0.25	%		0.25	%
TSCM Growth Equity
Investor Class		0.25	%		0.25	%
Service Class		0.25	%		0.10	%
Micro-Cap
Service Class		0.25	%		0.25	%

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 fiscal year ended October 31, 2013, the following Funds either borrowed from or lent to other Managers Funds: Small Cap borrowed varying amounts not exceeding $4,938,975, for seven days paying interest of $511 and Real Estate Securities borrowed varying amounts not exceeding $8,984,135, for six days paying interest of $1,342. The interest amount is included in the Statement of Operations as miscellaneous expense. Micro-Cap lent $1,111,119, for one day earning interest of $36. The interest amount is included in the Statement of Operations as interest income. At October 31, 2013, the Funds had no loans outstanding.

For the fiscal year ended October 31, 2013, the Micro-Cap Fund executed the following transaction at the closing price of the security and with no commissions under Rule 17a-7 procedures approved by the Board:

December 10, 2012 – sold 10,145 shares of Western Alliance Bancorp at $10.08 to Lord Abbett Value Opportunities Fund.

June 26, 2013 – sold 3,718 shares of Shutterstock, Inc. at $49.75 to Lord Abbett Developing Growth Fund.

August 13, 2013 – sold 2,743 shares of Western Alliance Bancorp at $17.785 to Lord Abbett Securities Trust- Value Opportunities Fund

3.	Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the fiscal year ended October 31, 2013, were as follows:


	Long-Term Securities
Fund	Purchases		Sales
Small Cap	$	54,007,426	$	93,982,397
TSCM Growth Equity		32,906,272		30,385,017
Micro-Cap		160,267,793		155,644,483
Real Estate Securities		194,717,400		164,265,848

The Funds had no purchases or sales of U.S. Government obligations during the fiscal year ended October 31, 2013.

4.	Portfolio Securities Loaned

The Funds, other than Real Estate Securities, participate in a securities lending program offered by BNYM (the “Program”), providing for the lending of securities to qualified brokers. Securities lending income includes 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 Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash 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 Funds are indemnified for such losses by BNYM. Cash collateral is held in a separate account managed by BNYM, who is authorized to exclusively enter into overnight government repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

5.	Commitments and Contingencies

In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.

Notes to Financial Statements (continued)

6.	New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Funds’ 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.

Tax Information (unaudited)

Managers Frontier Small Cap Growth Fund, Managers AMG TSCM Growth Equity Fund, Managers Micro-Cap Fund, and Managers Real Estate Securities Fund each hereby designate the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2013 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, Frontier Small Cap Growth Fund, Managers AMG TSCM Growth Equity Fund, Managers Micro-Cap Fund, and Managers Real Estate Securities Fund each hereby designate $4,977,420, $2,424,260, $10,641,804 and $9,474,858, respectively, as a capital gain distribution with respect to the taxable year ended October 31, 2013, or if subsequently determined to be different, the net capital gains of such year.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Managers Trust I and the Shareholders of Managers Frontier Small Cap Growth Fund, Managers AMG TSCM Growth Equity Fund, Managers Micro-Cap Fund and Managers Real Estate Securities Fund:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Managers Frontier Small Cap Growth Fund, Managers AMG TSCM Growth Equity Fund, Managers Micro-Cap Fund and Managers Real Estate Securities Fund (the “Funds”) at October 31, 2013, and the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian, brokers and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 26, 2013

Trustees and Officers


*Independent Trustees*

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:
Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Bruce B. Bingham, 12/01/48 • Trustee since 2012 • Oversees 40 Funds in Fund Complex		Partner, Hamilton Partners (real estate development firm) (1987-Present).

William E. Chapman, II, 9/23/41 • Independent Chairman • Trustee since 2000 • Oversees 40 Funds in Fund Complex		President and Owner, Longboat Retirement Planning Solutions (1998-Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002-2009); Trustee Emeritus of Bowdoin College (2013-Present), Trustee of Bowdoin College (2002-2013); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Edward J. Kaier, 9/23/45 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007-Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977-2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Kurt Keibacker, 10/05/63 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Managing Member, TechFund Europe (2000-Present); Managing Member, TechFund Capital (1997-Present)

Steven J. Paggioli, 4/03/50 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Independent Consultant (2002-Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986-2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990-2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991-2001); Trustee, Professionally Managed Portfolios (38 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 – Present); Trustee of Aston Funds (26 portfolios).

Richard F. Powers, III, 2/02/46 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Adjunct Professor, Boston College (2011-Present); Director of Ameriprise Financial Inc. (2005-2009)

Eric Rakowski, 6/05/58 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Victoria Sassine, 8/11/65 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Lecturer, Babson College (2007 – Present)


Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Thomas R. Schneeweis, 5/10/47 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Professor Emeritus, University of Massachusetts (2013 - Present); Director, CISDM at the University of Massachusetts, (1996-Present); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-Present); Partner, S Capital Management, LLC (2007-Present); President, TRS Associates (1982-Present); Professor of Finance, University of Massachusetts (1977-2013); Partner, White Bear Partners, LLC (2007-2010); Partner, Northampton Capital Management, LLC (2004-2010); Trustee of Aston Funds (26 portfolios).

* The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.

*Interested Trustees* Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.

Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Christine C. Carsman, 4/02/52 • Trustee since 2011 • Oversees 40 Funds in Fund Complex		Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004-2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004).

*Officers*

Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years
Keitha L. Kinne, 5/16/58 • President since 2012 • Chief Operating Officer since 2007		Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007-Present); Chief Operating Officer, The Managers Funds, Managers AMG Funds and Managers Trust II (2007-Present); Chief Investment Officer, Managers Investment Group LLC (2008-Present); President, Managers Distributors, Inc. (2012-Present); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

Lewis Collins, 2/26/66 • Secretary since 2011 • Chief Legal Officer since 2011		Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010-Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006-2010); Senior Counsel, Affiliated Managers Group, Inc. (2002-2006); Attorney, Ropes & Gray LLP (1998-2002).

Trustees and Officers (continued)



Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years
Donald S. Rumery, 5/29/58 • Chief Financial Officer since 2007 • Treasurer since 2000		Senior Vice President, Managers Investment Group LLC (2005-Present); Treasurer, The Managers Funds (1995-Present); Treasurer, Managers AMG Funds (1999-Present); Treasurer, Managers Trust II (2000-Present); Chief Financial Officer, The Managers Funds, Managers AMG Funds and Managers Trust II (2007-Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000-2012); Vice President, The Managers Funds LLC, (1994-2004).

John J. Ferencz, 3/09/62 • Chief Compliance Officer since 2010		Vice President, Legal and Compliance, Managers Investment Group LLC (2010-Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005-2010).



Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years
Michael S. Ponder, 9/12/73 • Assistant Secretary since 2011		Senior Vice President and Counsel, Managers Investment Group LLC (2011-Present); Attorney, DeNovo Legal (2009-2010); Vice President, Credit Suisse (2007-2009); Associate, Willkie Farr & Gallagher LLP (2006-2007).

Matthew B. Wallace, 11/24/80 • Anti-Money Laundering Compliance Officer since 2012		Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012-Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010-2012); Compliance Specialist, Calamos Advisors LLC (2007-2010).

Annual Renewal of Investment Management and Subadvisory Agreements

On June 20-21, 2013, the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for each of Managers Micro-Cap Fund, Managers Frontier Small Cap Growth Fund, Managers AMG TSCM Growth Equity Fund and Managers Real Estate Securities Fund (each a “Fund”) and the Subadvisory Agreement for each of the Subadvisors. The Independent Trustees were separately represented by independent counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and each Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (each a “Peer Group”), performance information for relevant benchmark indices (each a “Fund Benchmark”) and, with respect to each Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 20-21, 2013, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisors under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

Nature, extent and quality of services.

into account that, in performing its functions under the Investment Management Agreement and supervising each Subadvisor, the Investment Manager: performs periodic detailed analysis and reviews of the performance by each Subadvisor of its obligations to a Fund, including without limitation a review of each Subadvisor’s investment performance in respect of a Fund; prepares and presents periodic reports to the Board regarding the investment performance of each Subadvisor and other information regarding each Subadvisor, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of each Subadvisor responsible for performing the Subadvisor’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of each Subadvisor and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of each Subadvisor; assists the Board and management of the Trust in developing and reviewing information with respect to the annual consideration of each Subadvisory Agreement; prepares recommendations with respect to the continued retention of any Subadvisor or the replacement of any Subadvisor; identifies potential successors to or replacements of any Subadvisor or potential additional Subadvisors, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional Subadvisor; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. With respect to Managers Frontier Small Cap Growth Fund and Managers AMG TSCM Growth Equity Fund, the Trustees noted the affiliation of each Subadvisor with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.

The Trustees also reviewed information relating to each Subadvisor’s operations and personnel and the investment philosophy, strategies and techniques (for each Subadvisor, its “Investment Strategy”) used in managing a Fund or the portion of a Fund for which the Subadvisor has portfolio management responsibility. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding each Subadvisor’s organizational and management structure and each Subadvisor’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individual(s) at each Subadvisor with portfolio management responsibility for a Fund or the portion of a Fund managed by the Subadvisor,

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

including the information set forth in the Fund’s prospectus and statement of additional information. With respect to Managers Micro-Cap Fund, which is managed with multiple Subadvisors, the Trustees also noted information provided by the Investment Manager regarding the manner in which each Subadvisor’s Investment Strategy complements those utilized by the Fund’s other Subadvisors. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by each Subadvisor in the past; (b) the qualifications and experience of the Subadvisor’s personnel; and (c) the Subadvisor’s compliance program. The Trustees also took into account the financial condition of each Subadvisor with respect to its ability to provide the services required under its Subadvisory Agreement. The Trustees also considered each Subadvisor’s risk management processes.

Performance.

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

Advisory Fees and Profitability.

In considering the reasonableness of the advisory fee charged by the Investment Manager for managing each Fund, the Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadvisor(s) and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a “manager-of-managers” complex of mutual funds. With respect to Managers Micro-Cap Fund, Managers AMG TSCM Growth Equity Fund and Managers Real Estate Securities Fund, the Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees concluded that, in light of the additional high quality supervisory services

provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by each Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain contractual expense limitations for the Funds.

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

Subadvisory Fees and Profitability.

In considering the reasonableness of the fee payable by the Investment Manager to each Subadvisor (other than Frontier Capital Management Company, LLC (“Frontier”) and TimesSquare Capital Management, LLC (“TimesSquare”), which are affiliates of the Investment Manager), the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Subadvisor (other than Frontier and TimesSquare) is not affiliated with the Investment Manager. In addition, the Trustees considered other potential benefits of the subadvisory relationship to a Subadvisor, including, among others,

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

the indirect benefits that the Subadvisor may receive from the Subadvisor’s relationship with a Fund, including any so-called “fallout benefits” to the Subadvisor, such as reputational value derived from the Subadvisor serving as Subadvisor to the Fund. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. As a consequence of all of the foregoing, the cost of services to be provided by each unaffiliated Subadvisor and the profitability to the Subadvisor of its relationship with a Fund were not material factors in the Trustees’ deliberations. For similar reasons, the Trustees did not consider potential economies of scale in the management of a Fund or the portion of a Fund managed by each unaffiliated Subadvisor to be a material factor in their deliberations at this time.

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

The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the current subadvisory fee structure, and the services each of Frontier and TimesSquare provides in performing its functions under the applicable Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the profitability to each of Frontier and TimesSquare is reasonable and that neither Frontier nor TimesSquare is realizing material benefits from economies of scale that would warrant adjustments to the subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

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

Managers Micro-Cap Fund

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Service Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2013 was below, above, above and below, respectively, the median performance of the Peer Group and below, above, above and above, respectively, the performance of the Fund Benchmark, the Russell Microcap^® Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent

underperformance. The Trustees also took into account the fact that the Fund ranked in the top third of the Peer Group for the 3-year and 5-year periods, respectively, noting the Fund’s favorable 5-year track record as a multi-manager, multi-style Fund. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

Advisory Fees.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2013 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2014, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.18%. The Trustees also noted that the Investment Manager had reduced the Fund’s expense limitation in previous years. The Trustees took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisors, the foregoing expense limitation and the considerations noted above with respect to the Subadvisors and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

Managers Frontier Small Cap Growth Fund

Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Service Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2013 was below, below, at and above, respectively, the median performance of the Peer Group and below the performance of the Fund Benchmark, the Russell 2000^® Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance and the fact that the Fund’s performance has ranked at or near the median of the Peer Group for the 5-year and 10-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

Advisory Fees.

The Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2013 were both lower than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2014, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.05%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

Managers AMG TSCM Growth Equity Fund

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Service Class shares for the 1-year period ended March 31, 2013 and the period from the Fund’s inception on July 30, 2010 through March 31, 2013 was above the median performance of the Peer Group and above and below, respectively, the performance of the Fund Benchmark, the Russell 3000^® Growth Index. The Trustees took into account management’s discussion of the Fund’s more recent performance. The Trustees noted that the Fund has outperformed the Fund Benchmark since a new Portfolio Manager was appointed. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s limited performance history.

Advisory Fees.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2013 were higher and lower, respectively, than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2014, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.79%. The Board took into account management’s discussion of the Fund’s expenses and the current size of the Fund. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

Managers Real Estate Securities Fund

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2013 was below, above, above and above, respectively, the median performance of the Peer Group and below, below, above and above, respectively, the performance of the Fund Benchmark, the Dow Jones U.S. Select REIT Index. The Trustees took into account management’s discussion of the Fund’s performance, including the Fund’s strong performance compared to the Fund Benchmark and the Peer

Group over the longer-term. The Trustees also noted that the Fund ranked in the top quartile of its Peer Group for the 3-year, 5-year and 10-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

Advisory Fees.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2013 were lower and higher, respectively, than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 31, 2014, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.24% and noted that the Fund was operating below its expense cap as of March 31, 2013. The Trustees also noted that the Investment Manager reduced the Fund’s expense limitation from 1.29% to 1.24% in 2012. The Trustees also took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

* * * *

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

PROXY RESULTS

A special meeting of shareholders of Managers Trust I was held on July 2, 2013. With respect to the proposals to amend certain “fundamental” investment restrictions of the Funds, the meeting was adjourned to August 20, 2013 for Managers Frontier Small Cap Growth Fund and Managers Micro-Cap Fund with respect to Subproposal 2G, and was adjourned to August 20, 2013 and October 22, 2013 with respect to Managers AMG TSCM Growth Equity Fund, Managers Real Estate Securities Fund, and the remainder of the Proposal 2 Subproposals for Managers Micro-Cap Fund. With respect to the proposals to amend and restate the Amended and Restated Declaration of Trust, the meeting was adjourned until August 20, 2013 and October 22, 2013. The proposals and results of the votes are summarized below.


	All Funds in Trust
Managers Trust I	For		Withheld
Election of Directors	(in $ NAV, rounded to the nearest dollar)
Bruce Bingham	$	130,861,528	$	4,865,035
William E. Chapman, II		130,740,436		4,986,127
Edward J. Kaier		130,926,087		4,800,475
Steven J. Paggioli		130,924,285		4,802,277
Erik Rakowski		130,841,911		4,884,651
Thomas R. Schneeweis		130,778,924		4,947,639
Christine C. Carsman		131,045,716		4,680,846
Kurt Keilhacker		130,714,266		5,012,297
Richard F. Powers III		130,640,619		5,085,943
Victoria Sassine		130,736,799		4,989,763


	Managers Frontier Small Cap Growth Fund
	For		Against		Abstain		Broker Non-Votes
To amend “fundamental” restrictions of the Funds with respect to:	(in $NAV, rounded to the nearest dollar)
Issuance of Senior Securities	$	2,895,333	$	57,628	$	16,807	$	177,982
Borrowing		2,880,291		76,325		13,153		177,982
Lending		2,896,111		59,162		13,995		177,982
The Underwriting of Securities		2,884,972		69,989		14,807		177,982
Purchasing and Selling Commodities		2,884,535		71,447		13,786		177,982
Purchasing and Selling Real Estate		2,883,191		72,237		14,340		177,982
Diversification of Investments		2,893,895		62,087		13,786		177,982
Concentrating Investments in a Particular Industry		2,874,265		80,586		14,917		177,982

PROXY RESULTS (continued)


	Managers Real Estate Securities Fund
	For		Against		Abstain		Broker Non-Votes
To amend “fundamental” restrictions of the Funds with respect to:	(in $NAV, rounded to the nearest dollar)
Issuance of Senior Securities	$	10,278,699	$	405,307	$	406,238	$	4,224,409
Borrowing		10,177,106		475,474		437,663		4,224,409
Lending		10,243,617		416,661		429,966		4,224,409
The Underwriting of Securities		10,249,464		417,614		423,165		4,224,409
Purchasing and Selling Commodities		10,241,087		436,817		412,340		4,224,409
Purchasing and Selling Real Estate		10,381,844		332,125		376,275		4,224,409
Diversification of Investments		n/a		n/a		n/a		n/a
Concentrating Investments in a Particular Industry		10,264,246		357,727		468,271		4,224,409

	Managers AMG TSCM Growth Equity Fund
	For		Against		Abstain		Broker Non-Votes
To amend “fundamental” restrictions of the Funds with respect to:	(in $NAV, rounded to the nearest dollar)
Issuance of Senior Securities	$	1,129,133	$	23,589	$	78,818	$	9,492
Borrowing		1,290,280		28,987		79,273		9,492
Lending		1,291,805		27,146		79,589		9,492
The Underwriting of Securities		1,294,203		24,465		79,873		9,492
Purchasing and Selling Commodities		1,293,318		24,734		80,489		9,492
Purchasing and Selling Real Estate		1,292,344		25,504		80,692		9,492
Diversification of Investments		1,298,140		21,970		78,430		9,492
Concentrating Investments in a Particular Industry		1,293,433		28,663		76,445		9,492

	Managers Micro-Cap Fund
	For		Against		Abstain		Broker Non-Votes
To amend “fundamental” restrictions of the Funds with respect to:	(in $NAV, rounded to the nearest dollar)
Issuance of Senior Securities	$	1,642,582	$	140,785	$	125,158	$	503,682
Borrowing		1,624,667		165,070		118,788		503,682
Lending		1,637,650		151,271		119,604		503,682
The Underwriting of Securities		1,651,103		131,440		125,982		503,682
Purchasing and Selling Commodities		1,652,795		141,481		114,250		503,682
Purchasing and Selling Real Estate		1,645,389		149,227		113,909		503,682
Diversification of Investments		1,493,394		102,364		111,870		503,682
Concentrating Investments in a Particular Industry		1,630,771		152,210		125,546		503,682

PROXY RESULTS (continued)


	Managers Frontier Small Cap Growth Fund
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	3,578,389	$	50,404	$	131,773	$	166,472
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		3,573,584		54,655		132,327		166,472
Other Changes		3,555,005		71,509		134,050		166,472

	Managers Real Estate Securities Fund
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	10,337,481	$	437,478	$	390,009	$	3,772,424
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		10,252,430		435,568		476,970		3,772,424
Other Changes		10,262,498		399,014		504,457		3,772,424

	Managers AMG TSCM Growth Equity Fund
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	1,333,694	$	17,196	$	86,646	$	9,312
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		1,329,509		19,552		88,476		9,312
Other Changes		1,308,273		27,618		101,646		9,312

	Managers Micro-Cap Fund
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	1,968,367	$	149,503	$	164,350	$	390,484
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		1,974,732		153,853		153,634		390,484
Other Changes		1,948,415		163,370		170,435		390,484

	All Funds in Trust
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	192,290,005	$	7,507,459	$	7,994,207	$	31,541,556
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		124,093,865		6,962,787		8,955,316		31,541,556
Other Changes		122,906,748		7,515,009		9,223,126		31,541,556

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

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 ManagersChoice^TM Only

Managers

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

P.O. Box 9847

Providence, RI 02940-8047

(800) 358-7668

LOGO

MANAGERS AND MANAGERS AMG FUNDS


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

www.managersinvest.com

LOGO

Managers PIMCO Bond Fund

Annual Report—October 31, 2013


TABLE OF CONTENTS	Page

LETTER TO SHAREHOLDERS		2

ABOUT YOUR FUND’S EXPENSES		3

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS, AND SCHEDULE OF PORTFOLIO INVESTMENTS		4

NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS		18

FINANCIAL STATEMENTS

Statement of Assets and Liabilities		27
Balance sheet, net asset value (NAV) per share computation and cumulative undistributed amounts

Statement of Operations		28
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal year

Statements of Changes in Net Assets		29
Detail of changes in assets for the past two fiscal years

FINANCIAL HIGHLIGHTS		30
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

NOTES TO FINANCIAL STATEMENTS		31
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		38

TRUSTEES AND OFFICERS		39

ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENT		41

Letter to Shareholders

Dear Shareholder:

Respectfully,

LOGO

Keitha Kinne

President

The Managers Funds

About Your Fund’s Expenses

Actual Expenses

Hypothetical Example for Comparison Purposes

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 October 31, 2013	Expense Ratio for the Period			Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During the Period*
Managers PIMCO Bond Fund
Based on Actual Fund Return		0.58	%	$	1,000	$	976	$	2.89
Hypothetical (5% return before expenses)		0.58	%	$	1,000	$	1,022	$	2.96

*	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the period (184), then divided by 365.

Managers PIMCO Bond Fund

Portfolio Manager’s Comments

Managers PIMCO Bond Fund seeks to maximize total return consistent with the preservation of capital by investing in debt securities such as corporate, mortgage-backed, international, and government bonds. Normally, the Fund will invest at least 80% of its net assets in these types of bonds.

THE PORTFOLIO MANAGER

Pacific Investment Management Company, LLC

Pacific Investment Management Company, LLC (“PIMCO”), the subadvisor for the Managers PIMCO Bond Fund, was founded in 1971. PIMCO is one of the world’s leading fixed income managers with expertise and significant resources committed to virtually every sector of the global bond market.

Managers PIMCO Bond Fund is an actively managed, diversified bond fund that focuses on intermediate-term, investment-grade bonds. The universe for the Fund includes all sectors of the bond market: governments, corporate bonds, mortgages, asset-backed securities, money market instruments, and international bonds. The Fund seeks total return consistent with preservation of capital by employing PIMCO’s “Total Return” fixed income investment philosophy. This philosophy follows three key principles:

•

Major shifts in portfolio strategy are driven by longer-term, or secular, trends as opposed to short-term interest rate fluctuations.

•

Consistent investment performance is achieved by avoiding extreme swings in maturity/duration of a portfolio.

•

Emphasis is placed on adding value through state-of-the-art tools such as futures, options, and volatility analysis.

Economic analysis serves as the base for PIMCO’s portfolio strategy. Annually, PIMCO investment professionals conduct a three-day secular forum, where long-term economic and market forces are evaluated and portfolio strategies are set. Each quarter, the team meets to evaluate the current business cycle and develop shorter-term forecasts which are used to fine-tune the investment strategy. PIMCO’s fixed income research efforts focus on identifying relative value and understanding the risks inherent in different portfolio structures, strategies, and bond market sectors. Using proprietary analytics and bottom-up credit analysis, the portfolio managers select individual bonds based on recommendations from sector analysts who specialize in corporate, mortgage, high yield, government, and international bonds.

The ideal investment exhibits many of the following traits:

•

It allows management to meet its overall portfolio positioning targets. Management typically invests in investment-grade securities but may invest up to 10% of the Portfolio in securities that are below investment grade.

•

The investment has been independently analyzed by PIMCO. PIMCO does not rely solely on the credit ratings assigned by outside credit agencies.

•

Fund management deems that the security provides value relative to other securities within the same sector.

Portfolio management:

•

Is committed to seeking value across all bond market sectors.

•

Actively manages duration exposure, yield-curve position, volatility, sector allocation, and security selection and takes only modest exposures in each of these areas relative to the market.

•

Normally hedges at least 75% of its foreign currency exposure.

•

Utilizes derivatives (futures, options, swap agreements) as substitutes for physical securities as a means of gaining more cost-effective exposure.

The investment team may sell securities when:

•

Securities individually no longer represent relative value.

•

Fund management makes a shift in its portfolio strategy (change in duration, yield curve positioning, sector strategy, etc.).

THE YEAR IN REVIEW

Fixed income markets fell during the prior 12 months with losses concentrated in May and June after conditions in financial markets deteriorated as investors reacted to signals by the Federal Reserve (“Fed”) that it would begin to slow the pace of asset purchases later in the year. The shift in tone fueled a broad-based sell-off of fixed income assets, undermining market liquidity, and sending yields higher across the risk spectrum. However, in the wake of a volatile summer sell-off, benchmark Treasury yields fell substantially in September after the Fed surprised markets by announcing no changes to its asset purchase program. Against this backdrop of elevated economic and fiscal policy uncertainty, the Fed continues to enhance one source of certainty for investors: the policy rate. The Fed will not begin hiking rates until a “considerable time” after the third quantitative easing (QE3) has been wound down; the longer the withdrawal from QE3 is delayed, the further the Fed pushes out the eventual first rate hike.

For the 12-month period ended October 31, 2013, the Managers PIMCO Bond Fund returned -0.72%, compared with -1.08% for its benchmark, the Barclays U.S. Aggregate Bond Index. The Fund outperformed steadily throughout the year with the primary exception being the period immediately following the Fed’s signaling that it would being to slow the pace of QE3. An overweight to agency mortgage-backed securities contributed to relative performance during the year, particularly in recent months as these securities benefitted from investor demand given attractive valuations. An underweight to investment-grade credits also contributed to relative performance as investment-grade credit underperformed like-duration Treasuries during the second quarter primarily due to selloffs stemming from QE tapering expectations, creating technical disruptions in the credit markets. However, later in this year this same underweight detracted from relative performance as investment grade corporates outperformed like-duration Treasuries. An underweight to U.S. duration contributed to relative performance earlier in the year as U.S. Treasury yields rose. By the end of the fiscal year, this positioning was shifted to an overweight to U.S. duration which also added value as U.S. Treasury yields fell from highs hit towards the end of the third quarter.

LOOKING FORWARD

PIMCO expects the global economy to grow at a real rate of 2.25 to 2.75 percent over the next twelve months. While this marks an acceleration relative to prior forecasts, our expectations remain below market consensus, as growth remains constrained by new normal dynamics.

In spite of persistent structural impediments to robust economic growth, we see a number of reasons to be cautiously optimistic for growth prospects over the next twelve months. Firstly, fiscal policy

Managers PIMCO Bond Fund

Portfolio Manager’s Comments (continued)

(in the U.S. and Europe) is likely to be less of a drag on global growth in the year ahead than the year just passed, although we expect U.S. sequestration to affect growth over the next few months. Secondly, measures of global financial wealth have recently increased substantially, which should strengthen private sector confidence in the year ahead. Finally, global central banks will likely continue to use monetary policy to clip financial tail risks, with the European Central Bank (ECB) risking to the occasion during the sovereign debt crisis of 2012, and high quality emerging market central banks doing so more recently during the emerging market (EM) liquidity crisis in the 2nd quarter, 2013.

We believe growth will be constrained, however, by side-effects of a highly levered global economy. Household balance sheets in developed countries will continue to reduce debt relative to income in the year ahead, limiting the developed market economies’ ability to achieve the credit traction and breakout growth rates expected by the consensus. Furthermore, the recent rise in global interest rates will result in tighter financial conditions for the most interest-rate-sensitive components of the global economy, tempering growth impulses from U.S. housing and EM corporate spending going forward.

While we expect headline growth and inflation numbers to be substantially similar to prior years, we are looking for important changes in the composition of those numbers - specifically, evidence of a transition from policy-supported growth to private sector growth. Successful handoffs are achieved when household income and spending pick up just as fiscal and monetary policy effects wane. But failed handoffs occur when household income and spending growth do not accelerate to neutralize fiscal and monetary policy drag, or when policy errors dampen private sector demand.

Central bank policy has been a key driver of financial markets and we expect this influence to persist. In the U.S., the Federal Reserve’s (Fed’s) policy response will remain data dependent, so mixed signals coming from economic data will cause market volatility. What is unlikely to change, however, is the policy rate, as long as inflation and employment remain below the Fed’s thresholds.

While the Fed is looking for opportunities to phase out its influence, scope remains for the ECB to support the nascent recovery in the Eurozone, should conditions deteriorate.

Japanese economic growth on the other hand remains dependent on the continuation of extraordinary fiscal and monetary expansion. Therefore, the implications of a policy failure would be particularly costly to Japan and to the global economy in the year to come.

Large withdrawals of liquidity from EM economies during the first half of 2013 have tightened financial conditions considerably, leading to important questions about the growth outlook for emerging markets going forward. EM countries with large U.S. Dollar reserve and pro-active central banks such as China, Russia, Mexico and Brazil will likely stabilize financial conditions and therefore growth the fastest. But EM countries with current account deficits funded by volatile fund flows like India, Turkey and Indonesia will take some time to regain control of financial conditions, and might even need assistance from international balance sheets during the cyclical period ahead. China will be the

key EM economy to watch, with upcoming structural and cyclical policy decisions weighing heavily on the outlook for sustained growth.

Managers PIMCO Bond Fund remains careful in risk taking, as most financial assets are fully valued and central banks continue to use unconventional monetary policy. While these non-economic buyers continue to distort market prices, we will maintain a cautious risk and liquidity profile, focused on high conviction ideas and high quality and sources of potential return.

• Interest Rate Strategies- Fund will seek to target neutral to slightly below benchmark duration, as the bulk of portfolio duration will be sourced from lower maturity bonds that are stabilized by the Fed’s policy rate. Portfolio positioning will remain concentrated in the 3-5 year portion of the yield curve where we see superior opportunities for rolldown and price appreciation, as market expectations for rate increases are unlikely to be met. We remain underweight the long end of the yield curve as longer maturities may not adequately compensate investors for price volatility and longer-term inflation risk. The Portfolio will maintain quality bias, investing primarily in U.S. securities and complementing those with smaller allocations to Canada, Brazil and Mexico.

• Mortgages- Agency mortgage-backed securities (MBS) present opportunities for tactical and relative value positioning, while we maintain a near benchmark level of mortgage exposure. We plan to hold non-Agency mortgages and commercial MBS that have senior positions in the capital structure and continue to be a source of relatively attractive yield.

• Corporate Bonds- The Fund will remain underweight exposure to corporate credit, as we see more favorable risk-adjusted returns in other spread sectors such as non-Agency mortgages, emerging markets and municipal bonds. Individual credits may be added opportunistically and based on issue specific considerations.

• Emerging Markets (EM)- As the pace of economic growth in the developing world slows, we will become increasingly selective in its EM allocations. We see Brazil and Mexico as high quality emerging economies with steep yield curves and high interest rates offering potential return through carry and roll-down.

• Currency- The Fund will minimize its use of currency strategies as part of overall portfolio de-risking, given the tendency for currency positions to act as shock absorbers in times of market difficulties and challenged liquidity. Furthermore, continued central bank intervention makes predicting currency movements based on fundamentals increasingly difficult.

• Municipals- The Fund will broadly maintain its municipal positioning, as the sector offers attractive yields relative to similar Treasuries. PIMCO prefers revenue bonds, including taxable Build America Bonds (“BABs”) to tax-backed general obligation bonds.

• Treasury Inflation-Protected Securities- PIMCO believes that the recent sell-off in TIPS has been overdone and that inflation protection now looks relatively attractive over the long term.

Managers PIMCO Bond Fund

Portfolio Manager’s Comments (continued)

Cumulative Total Return Performance

The Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This chart compares a hypothetical $10,000 investment made in the Managers PIMCO Bond Fund on October 31, 2003, to a $10,000 investment made in the Barclays U.S. Aggregate Bond Index^® for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

LOGO

The table below shows the average annual total returns for the Managers PIMCO Bond Fund and the Barclays U.S. Aggregate Bond Index^® for the same time periods ended October 31, 2013.


Periods Ended 10/31/13¹	One Year			Five Years			Ten Years
Managers PIMCO Bond Fund ^{2,3,4,5,6,7,8}		(0.72	)%		7.98	%		5.81	%
Barclays U.S. Aggregate Bond Index^®9		(1.08	)%		6.09	%		4.78	%

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. Current net asset value per share for the Fund is available on the Fund’s 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 FINRA.

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 October 31, 2013. 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		Fixed income funds are subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. 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 also a risk that a derivative intended as a hedge may not perform as expected. The main risk with derivatives is that some types can amplify a gain or loss, potentially earning or losing substantially more money than the actual cost of the derivative; or that the counterparty may fail to honor its contract terms, causing a loss for the Fund. Use of these instruments may involve certain costs and risks such as liquidity risk, interest rate risk, market risk, credit risk, management risk, and the risk that the Fund could not close out a position when it would be most advantageous to do so.
⁵		Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.
⁶		High yield bonds (also known as “junk bonds”) are subject to additional risks such as the risk of default.
⁷		Many bonds have call provisions which allow the debtors to pay them back before maturity. This is especially true with mortgage securities, which can be paid back any time. 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.

Managers PIMCO Bond Fund

Fund Snapshots

October 31, 2013

Portfolio Breakdown (unaudited)


Category	Managers PIMCO Bond Fund**			Barclays U.S. Aggregate Bond Index^®
U.S. Government and Agency Obligations		69.9	%		40.2	%
Corporate Bonds and Notes		10.3	%		22.0	%
Foreign Government and Agency Obligations		7.7	%		6.0	%
Municipal Bonds		4.3	%		0.0	%
Mortgage-Backed Securities		3.4	%		31.4	%
Asset-Backed Securities		2.7	%		0.4	%
Municipal Closed-End Bond Funds		0.4	%		0.0	%
Preferred Stocks		0.3	%		0.0	%
Other Assets and Liabilities		1.0	%		0.0	%

**	As a percentage of net assets.


Rating	Managers PIMCO Bond Fund***			Barclays U.S. Aggregate Bond Index^®
U.S. Treasury & Agency		72.0	%		69.8	%
Aaa		1.1	%		3.9	%
Aa		6.4	%		3.8	%
A		6.2	%		11.0	%
Baa		4.8	%		11.5	%
Ba & lower		9.5	%		0.0	%

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

Top Ten Holdings (unaudited)


Security Name	%of Net Assets
RBS Securities, Inc., dated 10/31/13, due 11/04/13,
0.100%, total to be received $155,401,727 (collateralized by $158,553,447 U.S. Treasury Notes, 0.380%, 02/15/16)		12.5	%
RBS Securities, Inc., dated 10/31/13, due 11/01/13, 0.110%, total to be received $152,500,466 (collateralized by $155,337,167 U.S. Treasury Notes, 0.500%, 07/31/17)		12.3
U.S. Treasury Notes, 1.375%, 06/30/18		10.2
Barclays Capital, Inc., dated 10/31/13, due 11/04/13,
0.100%, total to be received $105,801,176 (collateralized by $107,958,830 U.S. Treasury Inflation Protection Bonds, 0.130%, 04/15/17)		8.5
FNMA, 5.000%, TBA*		8.5
Barclays Capital, Inc., dated 10/31/13, due 11/01/13, 0.100%, total to be received $105,100,292 (collateralized by $107,115,119 U.S. Treasury Inflation Protection Bonds, 0.130%, 04/15/17)		8.4
FNMA, 4.500%, TBA		8.3
U.S. Treasury Notes, 0.625%, 04/30/18		5.4
FNMA, 4.000%, TBA*		3.0
FHLB, 0.020%, 12/11/13		2.4
Top Ten as a Group		79.5	%

*	Top Ten Holding at April 30, 2013

Managers PIMCO Bond Fund

Schedule of Portfolio Investments

October 31, 2013


	Principal Amount^†		Value
Asset-Backed Securities - 2.7%
Amortizing Residential Collateral Trust, Series 2002-BC4, 0.750%, 07/25/32 (11/25/13)¹	$	77,398	$	71,308
Bear Stearns Asset-Backed Securities, Inc., Series 2006-AQ1, Class 2A1, 0.250%, 10/25/36 (11/25/13)¹		14,477		14,435
Countrywide Asset-Backed Certificates,
Series 2005-14, Class 3A3, 0.520%, 04/25/36 (11/25/13)¹		3,200,000		3,029,840
Series 2007-2, Class 2A2, 0.270%, 08/25/37 (11/25/13)¹		6,713,234		6,640,291
EFS Volunteer No. 2 LLC, Series 2012-1, Class A1, 1.060%, 07/26/27 (11/25/13) (a)¹		1,686,140		1,705,809
EMC Mortgage Loan Trust, Series 2001-A, Class A, 0.910%, 05/25/40 (11/25/13) (a)¹		504,097		478,242
First NLC Trust, Series 2007-1, Class A1, 0.240%, 08/25/37 (11/25/13) (a)¹		636,465		323,939
Fremont Home Loan Trust, Series 2006-E, Class 2A1, 0.230%, 01/25/37 (11/25/13)¹		37,966		18,704
Long Beach Mortgage Loan Trust, Series 2004-4, Class 1A1, 0.730%, 10/25/34 (11/25/13)¹		55,661		53,426
Morgan Stanley IXIS Real Estate Capital Trust, Series 2006-2, Class A1, 0.220%, 11/25/36 (11/25/13)¹		11,165		4,966
Park Place Securities, Inc., Series 2005-WCW1, Class A1B, 0.430%, 09/25/35 (11/25/13)¹		1,587,551		1,555,365
Residential Asset Securities Corporation,
Series 2006-EMX2, Class A2, 0.370%, 02/25/36 (11/25/13)¹		306,607		300,040
Series 2006-KS4, Class M1, 0.450%, 06/25/36 (11/25/13)¹		6,000,000		4,589,460
Securitized Asset Backed Receivables LLC, Series 2007-HE1, Class A2A, 0.230%, 12/25/36 (11/25/13)¹		447,937		150,509
Small Business Administration Participation Certificates,
Series 2003-20I, Class 1, 5.130%, 09/01/23		44,452		48,189
Series 2007-20K, Class 1, 5.510%, 11/01/27		2,828,588		3,144,095
Series 2008-10E, Class 1, 5.110%, 09/01/18		1,066,253		1,138,865
Series 2008-20I, Class 1, 5.600%, 09/01/28		5,943,027		6,641,956
Series 2009-20E, Class 1, 4.430%, 05/01/29		3,810,865		4,127,408
Structured Asset Securities Corp., Series 2002-HF1, 0.750%, 01/25/33 (11/25/13)¹		39,591		37,723
Total Asset-Backed Securities (cost $33,270,459)				34,074,570
Corporate Bonds and Notes - 10.3%
Financials - 8.1%
Ally Financial, Inc.,
3.465%, 02/11/14 (11/11/13)¹		1,000,000		1,007,270
4.500%, 02/11/14		7,700,000		7,772,188
5.500%, 02/15/17		3,300,000		3,580,500
7.500%, 12/31/13		1,500,000		1,513,388
7.500%, 09/15/20		1,000,000		1,173,750
8.300%, 02/12/15		800,000		869,000
American International Group, Inc.,
5.050%, 10/01/15		400,000		431,316
6.250%, 03/15/37		800,000		814,000
8.250%, 08/15/18		2,500,000		3,169,133
MTN, 5.600%, 10/18/16		800,000		897,498
Australia and New Zealand Banking Group, Ltd., 2.125%, 01/10/14 (a)		2,400,000		2,407,308
Banco Santander Brasil SA, 4.500%, 04/06/15 (a)		200,000		208,000

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

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
Financials - 8.1% (continued)
Bank of America Corp.,
4.500%, 04/01/15		$	10,000,000	$	10,496,980
6.500%, 08/01/16			2,800,000		3,183,032
Bank of Montreal, 2.850%, 06/09/15 (a)			400,000		415,403
Bank of Nova Scotia, 1.950%, 01/30/17 (a)			200,000		206,430
Barclays Bank PLC, 7.625%, 11/21/22²			7,100,000		7,341,400
BBVA Bancomer SA,
4.500%, 03/10/16 (a)			500,000		528,750
6.500%, 03/10/21 (a)			900,000		978,750
CIT Group, Inc., 5.250%, 04/01/14 (a)			300,000		305,625
Citigroup, Inc.,
6.125%, 08/25/36			3,200,000		3,379,962
MTN, 5.500%, 10/15/14			2,577,000		2,692,790
Credit Suisse New York, 2.200%, 01/14/14			800,000		803,013
Dexia Credit Local SA, 0.717%, 04/29/14 (01/29/14) (a)¹			4,100,000		4,103,665
Ford Motor Credit Co. LLC,
7.000%, 04/15/15			1,400,000		1,522,354
8.700%, 10/01/14²			1,000,000		1,073,038
Goldman Sachs Group, Inc., The, 1.265%, 02/07/14 (11/07/13)¹			2,200,000		2,204,387
HSBC Bank PLC, 2.000%, 01/19/14 (a)			800,000		803,020
International Lease Finance Corp.,
5.750%, 05/15/16			300,000		321,375
6.750%, 09/01/16 (a)			800,000		893,000
Intesa Sanpaolo S.p.A, 2.662%, 02/24/14 (11/25/13) (a)¹			1,700,000		1,707,320
JPMorgan Chase Bank, NA,
0.584%, 06/13/16 (12/13/13)¹			1,300,000		1,288,518
0.889%, 05/31/17^2,3	EUR		900,000		1,207,926
LBG Capital No.1 PLC,
8.500%, 12/29/49 (a)^3,4			400,000		426,703
Series 8, 7.869%, 08/25/20	GBP		2,300,000		3,944,153
Merrill Lynch & Co., Inc., GMTN, 6.400%, 08/28/17			3,400,000		3,954,431
Nationwide Building Society, 6.250%, 02/25/20 (a)			1,800,000		2,069,280
Nordea Bank AB, 2.125%, 01/14/14 (a)			400,000		401,438
Principal Life Income Funding Trusts, MTN, 5.550%, 04/27/15			2,300,000		2,465,046
Qatari Diar Finance “Q.S.C.”, 3.500%, 07/21/15			900,000		935,217
Royal Bank of Scotland Group PLC, The, 6.990%, 10/29/49 (a)^3,4			2,600,000		2,749,500
SLM Corp., MTN, 6.250%, 01/25/16			300,000		327,750
Springleaf Finance Corp., 4.125%, 11/29/13	EUR		3,900,000		5,305,834
State Bank of India, 4.500%, 07/27/15 (a)			2,900,000		2,990,825
Stone Street Trust, 5.902%, 12/15/15 (a)			2,800,000		3,024,050
Sumitomo Mitsui Banking Corp., 1.950%, 01/14/14 (a)⁵			1,000,000		1,002,912
UBS AG, 1.238%, 01/28/14 (01/28/14)¹			300,000		300,786
Wells Fargo & Co., Series K, 7.980%, 03/29/49^3,4			1,600,000		1,812,000
Total Financials					101,010,014

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

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
Industrials - 1.9%
AbbVie, Inc., 1.027%, 11/06/15 (11/06/13)¹		$	2,900,000	$	2,931,494
Corp. Nacional del Cobre de Chile, 7.500%, 01/15/19 (a)			1,200,000		1,460,595
Petrobras Global Finance BV, 3.000%, 01/15/19			400,000		381,637
Petrobras International Finance Co.,
3.875%, 01/27/16			3,300,000		3,428,202
5.875%, 03/01/18			2,300,000		2,497,942
Petroleos Mexicanos, 8.000%, 05/03/19			1,200,000		1,472,400
Ras Laffan Liquefied Natural Gas Co., Ltd., 5.298%, 09/30/20 (a)			639,180		695,428
Rohm & Haas Co., 6.000%, 09/15/17			1,100,000		1,268,618
Time Warner, Inc., 5.875%, 11/15/16			1,200,000		1,361,659
UAL 2009-1 Pass Through Trust, 10.400%, 11/01/16			273,917		309,527
Verizon Communications, Inc.,
2.002%, 09/14/18 (12/16/13)¹			500,000		532,680
2.500%, 09/15/16			700,000		726,895
3.650%, 09/14/18			1,800,000		1,916,532
5.150%, 09/15/23			400,000		434,841
6.400%, 09/15/33			1,000,000		1,135,203
Volkswagen International Finance NV, 0.858%, 04/01/14 (01/01/14) (a)¹			2,900,000		2,903,927
Total Industrials					23,457,580
Utilities - 0.3%
Entergy Corp., 3.625%, 09/15/15			2,200,000		2,280,428
Majapahit Holding, B.V., 7.750%, 01/20/20			700,000		806,750
Tokyo Electric Power Co., Inc., The,
Series 513, 1.850%, 07/28/14	JPY		7,000,000		70,919
Series 527, 1.500%, 05/30/14	JPY		1,000,000		10,121
Total Utilities					3,168,218
Total Corporate Bonds and Notes (cost $119,402,345)					127,635,812
Foreign Government and Agency Obligations - 7.7%
Autonomous Community of Valencia Spain, Notes, EMTN, 4.375%, 07/16/15	EUR		400,000		559,395
Banco Nacional de Desenvolvimento Economico e Social,
Notes, 3.375%, 09/26/16 (a)⁵			400,000		405,000
Notes, 4.125%, 09/15/17 (a)	EUR		400,000		573,787
Brazil Letras do Tesouro Nacional, Notes, 12.991%, 01/01/17⁶	BRL		3,000,000		948,310
Brazil Notas do Tesouro Nacional, Notes, Series F, 10.000%, 01/01/17	BRL		1,539,000		685,374
Export-Import Bank of Korea, The, Notes, 8.125%, 01/21/14			1,000,000		1,016,101
Italy Buoni Ordinari del Tesoro,
Notes, 0.440%, 02/28/14⁶	EUR		11,000,000		14,913,706
Notes, 0.734%, 09/12/14⁶	EUR		3,400,000		4,587,205
Notes, 0.746%, 10/14/14⁶	EUR		10,200,000		13,751,297
Italy Buoni Poliennali Del Tesoro, Notes, 2.500%, 03/01/15	EUR		2,200,000		3,046,664
Italy Certificati di Credito del Tesoro, Notes, 1.365%, 06/30/15⁶	EUR		1,400,000		1,858,658
Korea Development Bank Notes, The, 4.375%, 08/10/15			3,500,000		3,704,778
Korea Finance Corp. Notes, 3.250%, 09/20/16			800,000		837,787

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

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
Foreign Government and Agency Obligations - 7.7% (continued)
Korea Housing Finance Corp. Notes, 4.125%, 12/15/15 (a)		$	500,000	$	530,020
Mexico Cetes, Notes, Series BI, 3.447%, 01/23/14⁶	MXN		38,000,000		288,957
Ontario Bonds, Province of,
3.150%, 06/02/22	CAD		1,300,000		1,249,379
4.000%, 06/02/21	CAD		2,700,000		2,781,105
4.200%, 06/02/20	CAD		1,900,000		1,990,586
4.400%, 06/02/19	CAD		1,400,000		1,482,618
MTN, 5.500%, 06/02/18	CAD		400,000		439,887
Ontario Notes, Province of,
1.000%, 07/22/16			100,000		100,721
1.650%, 09/27/19			1,100,000		1,072,345
3.000%, 07/16/18			400,000		425,307
Quebec Bonds, Province of,
3.500%, 07/29/20			500,000		530,496
3.500%, 12/01/22	CAD		2,800,000		2,735,092
4.250%, 12/01/21	CAD		3,900,000		4,059,307
Spain Government Bond, 3.300%, 10/31/14	EUR		1,500,000		2,088,261
Spain Letras del Tesoro,
Notes, 0.536%, 03/14/14⁶	EUR		900,000		1,219,580
Notes, 0.587%, 04/16/14⁶	EUR		13,400,000		18,145,209
Notes, 0.721%, 10/17/14⁶	EUR		6,800,000		9,169,184
Total Foreign Government and Agency Obligations (cost $94,639,409)					95,196,116
Mortgage-Backed Securities - 3.4%
American Home Mortgage Investment Trust, Series 2004-4, Class 4A, 2.367%, 02/25/45 (11/25/13)¹			447,617		448,773
Arran Residential Mortgages Funding PLC, Series 2010-1A, Class A2B, 1.626%, 05/16/47 (11/18/13) (a)¹	EUR		1,648,791		2,269,599
Bank of America Funding Corp., Series 2005-D, Class A1, 2.633%, 05/25/35 (11/25/13)¹			516,606		524,684
Bear Stearns Adjustable Rate Mortgage Trust,
Series 2000-2, Class A1, 2.735%, 11/25/30 (12/25/13)¹			12,174		12,286
Series 2002-11, Class 1A1, 2.563%, 02/25/33 (11/25/13)¹			11,108		11,125
Series 2003-1, Class 6A1, 2.574%, 04/25/33 (11/25/13)¹			201,518		206,030
Series 2005-2, Class A1, 2.600%, 03/25/35 (11/25/13)¹			5,796,260		5,851,840
Series 2005-2, Class A2, 2.793%, 03/25/35 (11/25/13)¹			2,964,480		2,967,667
Series 2005-5, Class A2, 2.250%, 08/25/35 (11/25/13)¹			5,485,438		5,519,974
Series 2005-12, Class 13A1, 5.380%, 02/25/36 (12/25/13)¹			181,285		168,025
Bear Stearns Alt-A Trust,
Series 2005-4, Class 23A1, 2.658%, 05/25/35 (11/25/13)¹			1,191,755		1,115,917	��
Series 2005-7, Class 22A1, 2.720%, 09/25/35 (11/25/13)¹			573,217		480,698
Bear Stearns Commercial Mortgage Securities Trust, Series 2007-PW18, Class A4, 5.700%, 06/11/50			2,800,000		3,188,641
Citigroup Mortgage Loan Trust, Inc.,
Series 2005-6, Class A1, 2.270%, 09/25/35 (11/25/13)¹			4,006,814		3,963,346
Series 2005-11, Class A2A, 2.510%, 10/25/35 (11/25/13)¹			247,204		242,942
Countrywide Alternative Loan Trust, Series 2007-OA7, Class A1A, 0.350%, 05/25/47 (11/25/13)¹			1,109,279		890,963

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

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
Mortgage-Backed Securities - 3.4% (continued)
Countrywide Home Loans Mortgage Pass Through Trust, Series 2005-HYB9, Class 3A2A, 2.417%, 02/20/36 (11/20/13)¹		$	290,330	$	257,215
CSMC, Series 2010-18R, Class 4A4, 2.569%, 04/26/38 (a)³			1,200,000		1,165,814
GreenPoint Mortgage Funding Trust, Series 2006-AR8, Class 1A1A, 0.250%, 01/25/47 (11/25/13)¹			11		11
GSR Mortgage Loan Trust, Series 2005-AR7, Class 6A1, 5.043%, 11/25/35³			703,499		692,253
IndyMac Index Mortgage Loan Trust, Series 2005-AR31, Class 1A1, 2.369%, 01/25/36 (12/25/13)¹			1,356,071		1,067,592
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2006-LDP9, Class A3, 5.336%, 05/15/47			2,100,000		2,313,903
Series 2010-C2, Class A3, 4.070%, 11/15/43 (a)			2,000,000		2,134,708
JPMorgan Mortgage Trust, Series 2005-A1, Class 6T1, 3.947%, 02/25/35 (11/25/13)¹			221,756		223,626
Merrill Lynch Mortgage Investors Trust,
Series MLCC 2005-3, Class 4A, 0.420%, 11/25/35 (11/25/13)¹			117,247		108,290
Series MLMI 2005-A10, Class A, 0.380%, 02/25/36 (11/25/13)¹			687,573		630,146
Opteum Mortgage Acceptance Corp. Asset Backed Pass-Through Certificates, Series 2005-5, Class 1APT, 0.450%, 12/25/35 (11/25/13)¹			2,192,109		1,900,144
Prime Mortgage Trust,
Series 2004-CL1, Class 1A2, 0.570%, 02/25/34 (11/25/13)¹			97,865		92,487
Series 2004-CL1, Class 2A2, 0.570%, 02/25/19 (11/25/13)¹			2,236		2,203
Silenus European Loan Conduit No. 25, Ltd., Series 25X, Class A, 0.376%, 05/15/19 (11/15/13)¹	EUR		66,719		87,191
Structured Asset Mortgage Investments Trust,
Series 2002-AR3, Class A1, 0.833%, 09/19/32 (11/19/13)¹			228,841		220,248
Series 2005-AR5, Class A2, 0.423%, 07/19/35 (11/19/13)¹			732,621		700,695
Structured Asset Securities Corp.,
Series 2001-21A, Class 1A1, 2.330%, 01/25/32 (11/25/13)¹			16,806		14,978
Series 2006-11, Class A1, 2.653%, 10/28/35 (11/28/13) (a)¹			360,628		340,590
Wachovia Bank Commercial Mortgage Trust, Series 2007-WHL8, Class A1, 0.254%, 06/15/20 (11/15/13) (a)¹			1,253,783		1,238,576
WaMu Mortgage Pass-Through Certificates,
Series 2002-AR17, Class 1A, 1.348%, 11/25/42 (11/25/13)¹			119,825		113,101
Series 2005-AR13, Class A1A1, 0.460%, 10/25/45 (11/25/13)¹			244,175		227,838
Washington Mutual MSC Mortgage Pass-Through Certificates Trust, Series 2002-AR1, 2.018%, 02/25/31 (12/25/13)¹			3,113		3,102
Wells Fargo Mortgage Backed Securities Trust, Series 2006-AR2, Class 2A1, 2.633%, 03/25/36³			1,182,168		1,182,443
Total Mortgage-Backed Securities (cost $41,949,459)					42,579,664
Municipal Bonds - 4.3%
American Municipal Power, Inc., Combined Hydroelectric Projects Revenue, Taxable Build America, Series 2010 B, 8.084%, 02/15/50			1,000,000		1,311,700
California Infrastructure & Economic Development Bank Revenue, UCSF Neurosciences Building 19A, Taxable Build America, Series 2010 B, 6.486%, 05/15/49			1,000,000		1,088,630
California State General Obligation, Build America Bonds, 7.500%, 04/01/34			1,300,000		1,706,627
California State General Obligation, Build America Bonds, 7.550%, 04/01/39			1,300,000		1,759,576
California State General Obligation, Build America Bonds, 7.600%, 11/01/40			1,000,000		1,369,800
California State General Obligation, Build America Bonds, 7.950%, 03/01/36			1,100,000		1,282,611
California State University Systemwide Revenue, Series 2009 A, 5.250%, 11/01/38			500,000		526,750

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

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount^†		Value
Municipal Bonds - 4.3% (continued)
California State University Systemwide Revenue, Taxable Build America, Series 2010 B, 6.434%, 11/01/30	$	700,000	$	815,262
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		1,089,530
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Pension Funding, Series 2008 A, 6.300%, 12/01/21		100,000		110,683
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Pension Funding, Series 2008 A, 6.899%, 12/01/40		1,600,000		1,841,328
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Retiree Health Care, Series 2008 B, 6.300%, 12/01/21		200,000		221,366
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Retiree Health Care, Series 2008 B, 6.899%, 12/01/40		1,700,000		1,942,386
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Taxable Build America, Series 2010 B, 6.200%, 12/01/40		1,000,000		1,059,750
Chicago, IL Transit Authority, Sales Tax Receipts Revenue, Series 2016, 5.250%, 12/01/36		2,200,000		2,240,458
Clark County, NV Airport Revenue, Taxable Direct Payment Build America, Series C, 6.820%, 07/01/45		800,000		993,080
Illinois Municipal Electric Agency Power Supply System Revenue, Series C, 6.832%, 02/01/35		800,000		873,648
Irvine Ranch, CA District Joint Powers Agency Water Revenue, 2.388%, 03/15/14		2,800,000		2,804,116
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		245,024
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		363,429
Los Angeles, CA Unified School District General Obligation, Series A-1, 4.500%, 07/01/22 (AGM Insured)⁷		3,600,000		3,947,688
Los Angeles, CA Unified School District General Obligation, Taxable Build America, Series 2010 RY, 6.758%, 07/01/34		4,000,000		4,998,600
Los Angeles, CA Wastewater System Revenue, Series 2010 A, 5.713%, 06/01/39		1,000,000		1,097,140
New Jersey State Turnpike Authority Revenue, Series 2010 A, 7.102%, 01/01/41		800,000		1,033,152
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		5,723,000
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		1,286,813
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		1,202,707
New York Liberty Development Corp., Liberty Revenue, 4 World Trade Center Project, 5.750%, 11/15/51		1,000,000		1,068,150
New York State Dormitory Authority, 5.000%, 12/15/30		2,000,000		2,196,220
North Carolina Turnpike Authority State Annual Appropriation Revenue, Triangle Expressway System, Taxable Build America, Series 2009 B, 6.700%, 01/01/39		900,000		985,590
Public Power Generation Agency Revenue, Whelan Energy Center Unit 2, Taxable Build America, Series 2009 A, 7.242%, 01/01/41		1,200,000		1,312,836
San Francisco Bay Area Toll Authority Subordinate Toll Bridge Revenue, Series 2010 S-1, 7.043%, 04/01/50		900,000		1,143,045
Truckee Meadows Water Authority Revenue, Series 2005 A, 5.000%, 07/01/36 (NATL-RE)⁷		200,000		203,548
University of California General Revenue, Taxable Build America, Series 2009 R, 6.270%, 05/15/31		2,500,000		2,701,700
University of California Medical Center Regents Revenue, Series 2010 H, 6.548%, 05/15/48		300,000		357,996
University of California Medical Center Regents Revenue, Series 2010 H, 6.398%, 05/15/31		200,000		230,692
Total Municipal Bonds (cost $46,649,728)				53,134,631
	Shares
Municipal Closed-End Bond Funds - 0.4%
Dreyfus Municipal Income, Inc.		37,500		321,000

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

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Municipal Closed-End Bond Funds - 0.4% (continued)
DWS Municipal Income Trust		55,000	$	667,700
Invesco Advantage Municipal Income Trust II		61,796		652,566
Invesco Trust for Investment Grade Municipals		55,000		671,550
MFS Municipal Income Trust		53,800		337,864
Nuveen Performance Plus Municipal Fund		55,000		750,200
Nuveen Premium Income Municipal Fund II		55,000		708,400
Nuveen Premium Income Municipal Fund IV		55,000		660,000
Nuveen Quality Income Municipal Fund²		55,000		695,200
Total Municipal Closed-End Bond Funds (cost $6,147,228)				5,464,480
Preferred Stocks - 0.3%
DG Funding Trust, 0.535% (Financials) (a)⁵ (cost $6,037,773)		573		4,056,821
	Principal Amount^†
U.S. Government and Agency Obligations - 69.9%
Federal Home Loan Mortgage Corporation - 6.7%
FHLMC,
0.875%, 03/07/18	$	600,000		590,475
1.000%, 03/08/17 to 09/29/17²		28,400,000		28,487,560
1.250%, 08/01/19 to 10/02/19²		5,600,000		5,406,363
2.533%, 07/01/30 (01/15/14)¹		1,717		1,779
2.693%, 11/01/34 (01/15/14)¹		1,039,338		1,109,098
3.750%, 03/27/19		1,200,000		1,331,783
5.146%, 08/01/35 (01/15/14)¹		52,844		55,880
5.500%, 08/23/17		100,000		116,726
FHLMC Gold Pool,
4.000%, 09/01/40 to 12/01/41		4,260,023		4,479,125
4.000%, TBA		13,000,000		13,641,875
4.500%, 06/01/23 to 07/01/41		3,785,617		4,048,893
5.500%, 11/01/26 to 05/01/40		10,125,936		10,974,360
6.000%, 02/01/16 to 11/01/37		6,164,507		6,724,127
6.500%, 01/01/26		14,804		16,364
FHLMC REMICS,
0.324%, 07/15/19 to 08/15/19 (11/15/13)¹		1,549,597		1,547,513
0.474%, 05/15/36 (11/15/13)¹		769,755		770,573
0.674%, 09/15/30 (11/15/13)¹		25,936		25,957
6.500%, 08/15/31		2,796,452		3,148,892
7.000%, 11/15/20		11,592		12,510
7.500%, 08/15/30		158,939		186,763
FHLMC Structured Pass Through Securities, 1.353%, 02/25/45 (11/25/13)¹		114,333		118,588
Total Federal Home Loan Mortgage Corporation				82,795,204
Federal National Mortgage Association - 39.4%
FNMA,
0.875%, 08/28/17 to 05/21/18²		8,700,000		8,616,140

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

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount^†		Value
Federal National Mortgage Association - 39.4% (continued)
FNMA,
1.250%, 01/30/17²	$	2,400,000	$	2,439,977
1.353%, 07/01/44 (12/25/13)¹		130,911		133,042
1.875%, 09/18/18		300,000		305,273
2.290%, 09/01/35 (12/25/13)¹		901,879		949,402
2.310%, 08/01/22		1,800,000		1,724,838
2.471%, 06/01/35 (12/25/13)¹		1,580,109		1,684,731
2.870%, 09/01/27		1,100,000		986,303
3.000%, TBA		18,000,000		18,652,501
3.330%, 11/01/21		96,778		103,534
3.388%, 05/01/36 (12/25/13)¹		779,135		809,043
3.500%, 11/01/25		40,269		42,623
3.500%, TBA		17,000,000		17,652,578
3.852%, 05/01/36 (12/25/13)¹		375,404		394,379
4.000%, 04/01/20 to 10/01/31		1,891,214		2,009,531
4.000%, TBA		35,000,000		37,043,438
4.500%, 05/01/18 to 05/01/42		46,993,348		50,393,279
4.500%, TBA		96,000,000		102,738,130
5.000%, 02/13/17 to 03/01/42		34,316,488		37,605,844
5.000%, TBA		97,000,000		105,427,681
5.072%, 05/01/35 (12/25/13)¹		90,684		97,383
5.375%, 06/12/17		1,300,000		1,504,044
5.500%, 11/01/17 to 09/01/41		38,185,949		41,664,369
5.500%, TBA		16,000,000		17,462,504
6.000%, 05/01/16 to 05/01/41		32,416,966		35,499,975
6.500%, 11/01/35		157,095		178,237
FNMA REMICS,
0.230%, 12/25/36 (11/25/13)¹		250,614		245,559
0.480%, 04/25/37 (11/25/13)¹		496,084		496,042
0.620%, 09/25/35 (11/25/13)¹		1,145,715		1,147,764
2.419%, 05/25/35 (11/25/13)¹		133,999		140,596
5.000%, 04/25/33		954,376		1,046,236
7.200%, 05/25/23		356,664		404,939
FNMA Whole Loan, 5.981%, 12/25/42³		211,559		243,400
Total Federal National Mortgage Association				489,843,315
Government National Mortgage Association - 0.9%
GNMA,
1.625%, 03/20/24 to 11/20/29 (12/20/13)¹		245,630		254,886
1.750%, 08/20/25 (12/20/13)¹		15,355		15,983
2.000%, 04/20/21 (12/20/13)¹		4,688		4,864
5.000%, 07/15/34 to 12/15/41		8,548,080		9,334,410
6.500%, 06/20/28		429,994		485,881
6.750%, 10/16/40³		1,206,367		1,367,536
Total Government National Mortgage Association				11,463,560

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

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount^†		Value
U.S. Government Obligations - 22.9%
U.S. Treasury Inflation Indexed Bonds, 3.625%, 04/15/28	$	2,168,925	$	3,009,976
U.S. Treasury Inflation Indexed Notes,
0.125%, 04/15/17 to 07/15/22		6,006,884		5,970,256
0.625%, 07/15/21		7,055,952		7,380,639
1.125%, 01/15/21		11,867,010		12,833,981
1.250%, 07/15/20		214,474		235,880
U.S. Treasury Inflation Linked Notes, 2.375%, 01/15/25		15,322,645		18,369,216
U.S. Treasury Inflation Protected Securities,
1.750%, 01/15/28		669,798		753,994
2.000%, 01/15/26		8,837,325		10,239,561
2.375%, 01/15/27		13,568,373		16,389,115
2.500%, 01/15/29		3,703,552		4,578,083
3.875%, 04/15/29		1,849,393		2,663,559
U.S. Treasury Notes,
0.625%, 04/30/18		68,700,000		67,122,030
0.750%, 02/28/18⁸		88,000		86,707
1.000%, 05/31/18 to 08/31/19^8,9		9,000,000		8,757,188
1.375%, 06/30/18		125,600,000		126,527,305
Total U.S. Government Obligations				284,917,490
Total U.S. Government and Agency Obligations (cost $865,306,300)				869,019,569
Short-Term Investments - 48.9%
Certificates of Deposit - 0.1%
Itau Unibanco SA, 0.140%, 10/31/14⁶		1,100,000		1,084,813
Repurchase Agreements - 45.2%
Barclays Capital, Inc., dated 10/31/13, due 11/01/13, 0.100%, total to be received $105,100,292 (collateralized by $107,115,119 U.S. Treasury Inflation Protection Bonds, 0.130%, 04/15/17)		105,100,000		105,100,000
Barclays Capital, Inc., dated 10/31/13, due 11/04/13, 0.100%, total to be received $105,801,176 (collateralized by $107,958,830 U.S. Treasury Inflation Protection Bonds, 0.130%, 04/15/17)		105,800,000		105,800,000
Citigroup Global Markets, Inc., dated 10/31/13, due 11/01/13, 0.110%, total to be received $3,392,403 (collateralized by various U.S. Government Agency Obligations, 1.625% - 7.000%, 01/14/14 - 10/01/43, totaling $3,460,241)¹⁰		3,392,393		3,392,393
Citigroup Global Markets, Inc., dated 10/31/13, due 11/01/13, 0.110%, total to be received $8,300,025 (collateralized by $8,445,391 U.S. Treasury Notes, 1.380%, 07/31/18)		8,300,000		8,300,000
Citigroup Global Markets, Inc., dated 10/31/13, due 11/04/13, 0.100%, total to be received $8,300,092 (collateralized by $8,468,905 U.S. Treasury Notes, 1.000%, 03/31/17)		8,300,000		8,300,000
Credit Suisse Securities (USA) LLC, dated 10/31/13, due 11/01/13, 0.080%, total to be received $713,403 (collateralized by various U.S. Government Agency Obligations, 0.000%, 02/15/18 - 11/15/40, totaling $727,670)¹⁰		713,401		713,401
Deutsche Bank Securities, Inc., dated 10/31/13, due 11/01/13, 0.120%, total to be received $3,392,404 (collateralized by various U.S. Government Agency Obligations, 2.000% - 7.000%, 07/01/25 - 11/01/47, totaling $3,460,241)¹⁰		3,392,393		3,392,393
J.P. Morgan Securities LLC., dated 10/31/13, due 11/01/13, 0.110%, total to be received $8,200,025 (collateralized by $8,307,490 U.S. Treasury Notes, 3.630%, 02/15/20)		8,200,000		8,200,000
J.P. Morgan Securities LLC., dated 10/31/13, due 11/04/13, 0.100%, total to be received $4,100,046 (collateralized by $4,162,283 U.S. Treasury Notes, 3.630%, 02/15/20)		4,100,000		4,100,000

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

Managers PIMCO Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount^†		Value
Short-Term Investments - 48.9%
Repurchase Agreements - 45.2% (continued)
Merrill Lynch, Pierce, Fenner & Smith, Inc., dated 10/31/13, due 11/01/13, 0.100%, total to be received $3,392,402 (collateralized by various U.S. Government Agency Obligations, 3.000% - 3.500%, 09/20/42 - 05/20/43, totaling $3,460,241)¹⁰	$	3,392,393	$	3,392,393
Mizuho Securities USA, Inc., dated 10/31/13, due 11/01/13, 0.110%, total to be received $3,392,403 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 11/15/13 - 04/01/43, totaling $3,460,246)¹⁰		3,392,393		3,392,393
RBS Securities, Inc., dated 10/31/13, due 11/01/13, 0.110%, total to be received $152,500,466 (collateralized by $155,337,167 U.S. Treasury Notes, 0.500%, 07/31/17)		152,500,000		152,500,000
RBS Securities, Inc., dated 10/31/13, due 11/04/13, 0.100%, total to be received $155,401,727 (collateralized by $158,553,447 U.S. Treasury Notes, 0.380%, 02/15/16)		155,400,000		155,400,000
TD Securities (USA) LLC., dated 10/31/13, due 11/01/13, 0.110%, total to be received $300,001 (collateralized by $308,098 U.S. Treasury Notes, 1.500%, 06/30/16)		300,000		300,000
Total Repurchase Agreements				562,282,973
U.S. Government and Agency Discount Notes - 3.4%
FHLB, 0.020%, 12/11/13⁶		30,600,000		30,599,327
FHLB, 0.020%, 12/27/13⁶		2,500,000		2,499,922
FHLB, 0.020%, 01/03/14⁶		8,400,000		8,399,706
Total U.S. Government and Agency Discount Notes				41,498,955
U.S. Treasury Bills - 0.1%
U.S. Treasury Bills, 0.027%, 12/12/13^6,9		1,259,000		1,258,961

	Shares
Other Investment Companies - 0.1%¹¹
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		1,445,772		1,445,772
Total Short-Term Investments (cost $607,570,972)				607,571,474
Total Investments - 147.9% (cost $1,820,973,673)				1,838,733,137
Other Assets, less Liabilities - (47.9)%				(595,222,701	)
Net Assets - 100.0%			$	1,243,510,436

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

Notes to Schedule of Portfolio Investments

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 $1,821,225,089 for Federal income tax purposes at October 31, 2013, the aggregate gross unrealized appreciation and depreciation were $25,789,282 and $8,281,234, respectively, resulting in net unrealized appreciation of investments of $17,508,048.

†	Principal amount stated in U.S. dollars unless otherwise stated.

(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 October 31, 2013, the value of these securities amounted to $45,504,834, or 3.7% of net assets.

¹	Floating Rate Security. The rate listed is as of October 31, 2013. Date in parentheses represents the security’s next coupon rate reset.

²	Some or all of these securities, amounting to a market value of $13,837,479, or 1.1% of net assets, were out on loan to various brokers.

³	Variable Rate Security. The rate listed is as of October 31, 2013, and is periodically reset subject to terms and conditions set forth in the debenture.

⁴	Perpetuity Bond. The date shown is the final call date.

⁵

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 timely sale. The Fund may not invest more than 15% of its net assets in illiquid securities. All illiquid securities are valued by an independent pricing agent. Illiquid securities market value at October 31, 2013, amounted to $5,464,733, or 0.4% of net assets.

⁶	Represents yield to maturity at October 31, 2013.

⁷	Securities in the portfolio backed by insurance of financial institutions and financial guaranty assurance agencies amounted to $4,151,236, or 0.3% of net assets.

⁸	Some or all of these securities, amounting to a market value of $1,447,933, or 0.1% of net assets, are held with brokers as collateral for futures contracts.

⁹	Some or all of these securities, amounting to a market value of $4,030,685, or 0.3% of net assets, were segregated with brokers as collateral for swap contracts.

¹⁰	Collateral received from brokers for securities lending was invested in these short-term investments.

¹¹	Yield shown represents the October 31, 2013, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

Investments Definitions and Abbreviations:


AGM:		Assured Guaranty Municipal Corp.
EMTN:		European Medium-Term Note
FHLB:		Federal Home Loan Bank
FHLMC:		Federal Home Loan Mortgage Corp.
FNMA:		Federal National Mortgage Corp.
GMTN:		Global Medium-Term Note
GNMA:		Government National Mortgage Association
MTN:		Medium-Term Note
NATL-RE:		National Public Finance Guarantee Corp.
REMICS:		Real Estate Mortgage Investment Conduits
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.

Notes to Schedule of Portfolio Investments (continued)

The following tables summarize the inputs used to value the Fund’s net assets by the fair value hierarchy levels as of October 31, 2013: (See Note 1 (a) in the Notes to the Financial Statements.)


	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
Managers PIMCO Bond Fund
Investments in Securities
Asset-Backed Securities		—	$	34,074,570			—	$	34,074,570
Corporate Bonds and Notes^†		—		127,635,812			—		127,635,812
Foreign Government and Agency
Obligations		—		95,196,116			—		95,196,116
Mortgage-Backed Securities		—		42,579,664			—		42,579,664
Municipal Bonds		—		53,134,631			—		53,134,631
Municipal Closed-End Bond Funds	$	5,464,480		—			—		5,464,480
Preferred Stocks		—		4,056,821			—		4,056,821
U.S. Government and Agency Obligations^†		—		869,019,569			—		869,019,569
Short-Term Investments
Certificates of Deposit		—		1,084,813			—		1,084,813
Repurchase Agreements		—		562,282,973			—		562,282,973
U.S. Government and Agency
Discount Notes		—		41,498,955			—		41,498,955
U.S. Treasury Bills		—		1,258,961			—		1,258,961
Other Investment Companies		1,445,772		—			—		1,445,772

Total Investments in Securities	$	6,910,252	$	1,831,822,885			—	$	1,838,733,137

Financial Derivative Instruments-Assets^††
Credit Contracts		—	$	1,160,139			—	$	1,160,139
Foreign Exchange Contracts		—		1,162,828			—		1,162,828
Interest Rate Contracts	$	4,942,980		5,733,779			—		10,676,759

		4,942,980		8,056,746			—		12,999,726

Financial Derivative Instruments-Liabilities^††
Credit Contracts		—		(2,903	)		—		(2,903	)
Foreign Exchange Contracts		—		(1,904,088	)		—		(1,904,088	)
Interest Rate Contracts		—		(1,290,124	)		—		(1,290,124	)

		—		(3,197,115	)		—		(3,197,115	)

Total Financial Derivative Instruments	$	4,942,980	$	4,859,631			—	$	9,802,611

†

All corporate bonds and notes; U.S. government and agency obligations; held in the Fund are level 2 securities. For a detailed breakout of the corporate bonds and notes; 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, written 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 written options are shown at value.

As of October 31, 2013, the Fund had no transfers between levels from the beginning of the reporting period.

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

Notes to Schedule of Portfolio Investments (continued)

The following schedule is the fair value of derivative instruments at October 31, 2013:


	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	—		—	Options written	$	83
Credit contracts	Receivable for Variation margin¹	$	5,090	Payable for Variation margin¹		—
Credit contracts	Unrealized appreciation on swaps		838,552	Unrealized depreciation on swaps		2,903
Interest rate contracts	Unrealized appreciation on swaps		226,203	Unrealized depreciation on swaps		28,038
Interest rate contracts	—		—	Options written		548,245
Interest rate contracts	Receivable for Variation margin¹		236,710	Payable for Variation margin¹		52,744
Foreign exchange contracts	Unrealized appreciation on foreign currency contracts		1,162,828	Unrealized depreciation on foreign currency contracts		1,904,088

Totals		$	2,469,383		$	2,536,101

Only current day’s variation margin is reported within the Statement of Assets and Liabilities. The variation margin is included in the open futures cumulative appreciation/ (depreciation) of $4,942,980 and centrally cleared swaps cumulative appreciation/(depreciation) of $3,879,297 as reported in the Notes to Schedule of Portfolio Investments.

For the fiscal year ended October 31, 2013, the effect of derivative instruments on the Statement of Operations and the amount of realized gain/ (loss) and unrealized gain (loss) on derivatives recognized in income were as follows:


	Realized Gain (Loss)				Change in Unrealized Gain (Loss)
Derivatives not accounted for as hedging instruments	Statement of Operations Location	Realized Gain/(Loss)			Statement of Operations Location	Change In Unrealized Gain/(Loss)
Credit contracts	Net realized gain on option contracts		—		Net change in unrealized appreciation (depreciation) of option contracts	$	3,077
Credit contracts	Net realized gain on swap contracts	$	1,004,803		Net change in unrealized appreciation (depreciation) of swap contracts		(1,583,917	)
Interest rate contracts	Net realized loss on futures contracts		(1,339,036	)	Net change in unrealized appreciation (depreciation) of futures contracts		4,520,381
Interest rate contracts	Net realized gain on option contracts		2,193,796		Net change in unrealized appreciation (depreciation) of option contracts		(21,540	)
Interest rate contracts	Net realized gain on swap contracts		2,419,350		Net change in unrealized appreciation (depreciation) of swap contracts		4,611,743
Foreign exchange contracts	Net realized gain on foreign currency transactions		4,927,022		Net change in unrealized appreciation (depreciation) of foreign currency translations		26,589

Totals		$	9,205,935			$	7,556,333

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

Notes to Schedule of Portfolio Investments (continued)

At October 31, 2013, the following Fund had futures contracts: (See Note 9 in the Notes to the Financial Statements.)

Type

Number of Contracts

Position

Expiration Date

Unrealized
Gain

5-Year U.S. Treasury Note

762

Long

12/31/13

1,995,590

90-Day Eurodollar

3,792

Long

06/15/15 to 06/19/17

1,965,758

U.S. Treasury 10-Year Bond

331

Long

12/19/13

981,632

Total

4,942,980

At October 31, 2013, the following Fund had 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)
	Centrally Cleared Interest Rate Swaps
Pay	6 Month JPY LIBOR Rate	1.00%	BNP	09/18/23	JPY		220,000,000	$	18,978		$	(79,311	)
Pay	6 Month JPY LIBOR Rate	1.00%	BRC	09/18/23	JPY		250,000,000		11,423			(79,984	)
Pay	6 Month JPY LIBOR Rate	1.00%	CS	09/18/23	JPY		250,000,000		14,870			(83,431	)
Pay	6 Month JPY LIBOR Rate	1.00%	DUB	09/18/23	JPY		410,000,000		21,453			(133,892	)
Pay	6 Month JPY LIBOR Rate	1.00%	GS	09/18/23	JPY		280,000,000		16,012			(92,800	)
Pay	6 Month JPY LIBOR Rate	1.00%	JPM	09/18/23	JPY		60,000,000		4,758			(21,213	)
Pay	6 Month JPY LIBOR Rate	1.00%	MS	09/18/23	JPY		250,000,000		11,385			(79,946	)
Pay	6 Month JPY LIBOR Rate	1.00%	RBS	09/18/23	JPY		110,000,000		9,169			(39,335	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE	1.00%	GS	10/15/17	USD		48,200,000		(53,247	)		(281,459	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE	1.00%	MS	10/15/17	USD		48,200,000		(60,375	)		(274,331	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE	1.50%	BOA	03/18/16	USD		24,100,000		(729	)		174,024
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE	1.50%	CS	03/18/16	USD		9,900,000		68,108			3,080
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE	1.50%	GS	03/18/16	USD		59,900,000		487,357			(56,635	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE	1.50%	MS	03/18/16	USD		42,900,000		327,618			(19,138	)
Receive	3 Month USD LIBOR Rate	2.75%	BRC	06/19/43	USD		7,800,000		585,000			628,685
Receive	3 Month USD LIBOR Rate	2.75%	GS	06/19/43	USD		20,600,000		1,551,180			1,654,193
Receive	3 Month USD LIBOR Rate	2.75%	JPM	06/19/43	USD		8,200,000		564,561			711,364
Receive	3 Month USD LIBOR Rate	2.75%	MS	06/19/43	USD		12,600,000		931,392			1,029,176
Receive	3 Month USD LIBOR Rate	3.00%	MS	09/21/17	USD		83,500,000		138,443			601,740

							Totals	$	4,647,356		$	3,560,787

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

Notes to Schedule of Portfolio Investments (continued)


Pay/Receive Floating Rate	Floating Rate Index	Fixed Rate	Counterparty	Maturity	Currency	Notional Amount		Net Premiums Paid/(Received)			Unrealized Gain/(Loss)
	Interest Rate Swaps
Pay	1-Year BRL-CDI	9.10%	GS	01/02/17	BRL		900,000		—		$	(18,407	)
Pay	1-Year BRL-CDI	10.63%	DUB	01/02/17	BRL		1,000,000	$	242			(6,031	)
Pay	28-Day MXN TIIE	5.50%	BRC	09/13/17	MXN		33,000,000		(16,078	)		71,333
Pay	28-Day MXN TIIE	5.50%	MS	09/13/17	MXN		11,000,000		(4,916	)		23,334
Pay	28-Day MXN TIIE	5.50%	MS	09/02/22	MXN		100,000		(136	)		(319	)
Pay	28-Day MXN TIIE	5.60%	BRC	09/06/16	MXN		61,600,000		16,387			127,772
Pay	28-Day MXN TIIE	6.00%	JPM	06/05/23	MXN		11,000,000		(26,153	)		(3,281	)
Pay	28-Day MXN TIIE	6.35%	MS	06/02/21	MXN		4,000,000		735			3,764

							Totals	$	(29,919	)	$	198,165


Reference Entity	Fixed Rate	Counterparty	Maturity	Rating		Currency		Notional Amount		Net Premiums Paid/ (Received)			Unrealized Gain/(Loss)
Centrally Cleared Credit Default Swaps-Sell Protection ^†
ITraxx Europe 5-Year Index	1.00%	BOA	12/20/18		N/A		EUR		12,600,000	$	(47,329	)	$	207,041
Markit CDX.NA.IG 5-Year Index	1.00%	BNP	12/20/13		N/A		USD		12,800,000		109,220			76,568
Markit CDX.NA.IG 5-Year Index	1.00%	JPM	12/20/13		N/A		USD		6,100,000		59,204			29,335
Markit CDX.NA.IG 5-Year Index	1.00%	MS	12/20/13		N/A		USD		1,100,000		10,400			5,566

									Total	$	131,495		$	318,510


Reference Entity	Fixed Rate	Counterparty	Maturity	Rating	Currency		Notional Amount		Net Premiums Paid/ (Received)			Unrealized Gain/(Loss)
Credit Default Swaps-Sell Protection ^†
Berkshire Hathaway Inc.	1.00%	BRC	12/20/13	AA		USD		400,000	$	423		$	546
Berkshire Hathaway Inc.	1.00%	DUB	09/20/16	AA		USD		400,000		5,943			1,559
Brazil Federative Republic Bond	1.00%	CITI	06/20/16	BBB		USD		4,300,000		(6,885	)		(2,339	)
Brazil Federative Republic Bond	1.00%	DUB	06/20/16	BBB		USD		1,400,000		(2,439	)		(564	)
Brazil Federative Republic Bond	1.00%	JPM	09/20/15	BBB		USD		1,400,000		(5,866	)		9,922
Brazil Federative Republic Bond	1.00%	UBS	09/20/15	BBB		USD		1,000,000		(3,551	)		6,449
Brazil Federative Republic Bond	1.95%	MS	08/20/16	BBB		USD		3,500,000		—			89,359
China Government	1.00%	MS	06/20/16	AA-		USD		1,800,000		(30,847	)		63,162
China Government	1.00%	RBS	06/20/15	AA-		USD		1,900,000		10,143			16,356

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

Notes to Schedule of Portfolio Investments (continued)


Reference Entity	Fixed Rate	Counterparty	Maturity	Rating		Currency		Notional Amount		Net Premiums Paid/ (Received)			Unrealized Gain/(Loss)
Export-Import Bank of A.S.	1.00%	DUB	06/20/17		AA-		USD		300,000	$	(9,173	)	$	13,154
General Electric Capital Corp.	1.00%	BRC	09/20/16		AA+		USD		900,000		9,478			7,128
General Electric Capital Corp.	1.00%	DUB	09/20/15		AA+		USD		1,000,000		11,501			3,073
General Electric Capital Corp.	1.00%	DUB	03/20/16		AA+		USD		300,000		(7,342	)		12,389
General Electric Capital Corp.	1.00%	MS	06/20/16		AA+		USD		700,000		(1,370	)		13,719
JPMorgan Chase & Co.	1.00%	DUB	09/20/16		A		USD		900,000		11,032			2,584
Mexico Government	1.00%	BRC	03/20/15		BBB		USD		700,000		(4,245	)		10,906
Mexico Government	1.00%	CITI	06/20/16		BBB		USD		9,800,000		(1,345	)		120,725
Mexico Government	1.00%	DUB	03/20/15		BBB		USD		1,100,000		(6,807	)		17,275
Mexico Government	1.00%	DUB	03/20/16		BBB		USD		2,300,000		(7,927	)		35,849
Mexico Government	1.00%	GS	06/20/16		BBB		USD		8,400,000		(158,069	)		260,395
Mexico Government	1.00%	HSBC	09/20/16		BBB		USD		100,000		513			707
Mexico Government	1.00%	JPM	09/20/16		BBB		USD		200,000		1,068			1,371
Mexico Government	1.00%	MS	09/20/16		BBB		USD		600,000		(1,561	)		8,889
Mexico Government	1.00%	UBS	09/20/15		BBB		USD		1,000,000		(5,310	)		16,595
Republic of Indonesia	1.00%	MS	09/20/16		BB+		USD		2,700,000		(119,546	)		112,483
Republic of Indonesia	1.00%	UBS	09/20/16		BB+		USD		300,000		(2,660	)		1,875
U.S. Treasury Notes	0.25%	UBS	09/20/15		AA+		EUR		5,000,000		(25,692	)		12,082

									Total	$	(350,534	)	$	835,649

†

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.

At October 31, 2013, the following Fund had 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

Credit Default Swaptions

Receive

5-Year Credit Default

Swap (Put)

CDX.NA.IG Series 20 Version 1

1.10%

12/18/13

1,600,000

3,160

3,077

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

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)
	Interest Rate Swaptions
Receive	1-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR	2.00%	03/31/14	$	74,300,000	$	195,038	$	111,912
Receive	5-Year Interest Rate Swap (Call)	GS	3-Month USD-LIBOR	1.40%	01/27/14		67,000,000		122,784		(20,322	)
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR	1.30%	01/27/14		11,800,000		12,440		549
Receive	5-Year Interest Rate Swap (Put)	GS	3-Month USD-LIBOR	2.00%	01/27/14		67,000,000		420,530		304,513
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR	1.75%	11/27/13		16,800,000		148,736		140,716
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR	1.80%	01/27/14		11,800,000		56,385		18,477
Receive	10-Year Interest Rate Swap (Call)	DUB	3-Month USD-LIBOR	2.40%	03/17/14		3,400,000		10,540		(289	)
Receive	10-Year Interest Rate Swap (Call)	RBS	3-Month USD-LIBOR	2.50%	01/27/14		2,000,000		12,000		5,046
Receive	10-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR	2.90%	03/17/14		3,400,000		54,400		1,554
Receive	10-Year Interest Rate Swap (Put)	RBS	3-Month USD-LIBOR	3.50%	01/27/14		2,000,000		15,900		13,263
Receive	1-Year Interest Rate Swap (Call)	BRC	Euribor 6 Month	0.40%	03/12/14		5,800,000		11,212		1,879
Receive	1-Year Interest Rate Swap (Call)	GS	Euribor 6 Month	0.40%	03/12/14		5,700,000		11,754		2,581
Receive	1-Year Interest Rate Swap (Put)	BRC	Euribor 6 Month	0.40%	03/12/14		5,800,000		12,707		8,861
Receive	1-Year Interest Rate Swap (Put)	GS	Euribor 6 Month	0.40%	03/12/14		5,700,000		11,754		7,973

							Totals	$	1,096,180	$	596,713


Description	Counterparty	Strike Index		Expiration Date	Notional Amount			Premium		Unrealized Gain
Inflation Floor Options
Inflation Floor - OTC CPURNSA Index	DUB	$	216	03/10/20	$	(11,400,000	)	$	85,500	$	76,307


Description	Exercise Price		Expiration Date	Number of Contracts		Premium		Unrealized Gain
Options on Exchange-Traded Futures
Eurodollar Mid-Curve 3-Year futures (Put)	$	97	03/14/14		103	$	36,185	$	2,710
U.S. Treasury 10-Year Note futures (Call)	$	128	12/19/13		17		6,612		1,300
U.S. Treasury 10-Year Note futures (Put)	$	124	12/19/13		17		8,472		7,674

					Totals	$	51,269	$	11,684

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

Notes to Schedule of Portfolio Investments (continued)

Transactions in written put and call options and swaptions for the fiscal year ended October 31, 2013, 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, 2012		—		$	198,100,000		$	951,373
Options and swaptions written		669			827,400,000			2,867,058
Options and swaptions exercised/expired/closed		(532	)		(730,000,000	)		(2,582,323	)

Options and swaptions outstanding at October 31, 2013		137		$	295,500,000		$	1,236,108

At October 31, 2013, the following Fund had 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	11/04/13	CS	$	5,832,395	$	5,632,839	$	199,556
Brazilian Real		Long	11/04/13	CS		1,800,253		1,860,283		(60,030	)
Brazilian Real		Long	11/04/13	HSBC		31,115		32,075		(960	)
Brazilian Real		Long	11/04/13 to 12/03/13	MS		177,478		182,748		(5,270	)
Canadian Dollar		Long	12/23/13	BRC		1,300,666		1,312,218		(11,552	)
Canadian Dollar		Long	12/23/13	CITI		1,129,223		1,140,734		(11,511	)
Canadian Dollar		Long	12/23/13	GS		1,244,156		1,260,161		(16,005	)
Canadian Dollar		Long	12/23/13	JPM		1,989,309		2,008,442		(19,133	)
Euro		Long	12/17/13	CITI		18,020,126		17,609,117		411,009
Mexican Peso		Long	12/17/13	JPM		107,267		105,964		1,303
Brazilian Real		Short	11/04/13	CITI		91,000		88,835		2,165
Brazilian Real		Short	12/03/13	CS		1,848,147		1,787,767		60,380
Brazilian Real		Short	11/04/13	HSBC		245,000		238,514		6,486
Brazilian Real		Short	11/04/13	MS		7,230,530		7,363,349		(132,819	)
Brazilian Real		Short	11/04/13	MS		32,057		31,115		942
British Pound		Short	12/12/13	RBS		3,748,680		3,846,931		(98,251	)
Canadian Dollar		Short	12/23/13	CITI		21,709,163		21,327,849		381,314
Euro		Short	12/17/13 to 04/01/14	CITI		27,142,299		27,609,365		(467,066	)
Euro		Short	06/02/14	CS		507,200		543,327		(36,127	)
Euro		Short	02/28/14	DUB		10,682,766		10,999,955		(317,189	)
Euro		Short	02/28/14 to 03/14/14	GS		21,676,281		22,028,925		(352,644	)
Euro		Short	12/17/13	HSBC		170,744		168,374		2,370
Euro		Short	12/17/13	JPM		9,116,249		9,177,758		(61,509	)

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

Notes to Schedule of Portfolio Investments (continued)


Foreign Currency	Position		Settlement Date	Counterparty		Receivable Amount		Payable Amount		Unrealized Gain/ (Loss)
Euro		Short	12/17/13		MS	$	12,154,878	$	12,067,279	$	87,599
Euro		Short	12/23/13 to 03/14/14		RBS		13,938,264		14,252,286		(314,022	)
Euro		Short	12/17/13		UBS		194,441		192,816		1,625
Japanese Yen		Short	11/18/13		CITI		204,417		202,398		2,019
Japanese Yen		Short	11/18/13		JPM		1,933,876		1,933,456		420
Mexican Peso		Short	01/23/14		JPM		292,413		286,773		5,640

					Totals	$	164,550,393	$	165,291,653	$	(741,260	)


Counterparty Abbreviations:

BNP:		BNP Paribas Bank
BOA:		Bank of America
BRC:		Barclays Bank PLC
CITI:		Citigroup, Inc.
CS:		Credit Suisse
DUB:		Deutsche Bank AG
FNB:		First National Bank
GS:		Goldman Sachs & Co.
HSBC:		HSBC Bank
JPM:		JPMorgan Chase & Co.
MS:		Morgan Stanley
RBS:		Royal Bank of Scotland Group PLC
UBS:		UBS Warburg LLC


Currency Abbreviations:

BRL:		Brazilian Real
EUR:		Euro
JPY:		Japanese Yen
MXN:		Mexican Peso

Investment Abbreviations and Definitions:

CDI:		Brazil Interbank Deposit Rate
CPURNSA:		Consumer Price All Urban Non-Seasonally Adjusted Index
EURIBOR:		Euro Interbank Offered Rate
LIBOR:		London Interbank Offered Rate
OIS:		Overnight Index Swap
OTC:		Over-the-counter
TIIE:		Interbank Equilibrium Interest Rate

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

Statement of Assets and Liabilities

October 31, 2013


Assets:
Investments at value* (including securities on loan valued at $12,765,104)	$	1,276,450,164
Repurchase Agreements at value**		562,282,973
Receivable for delayed delivery investments sold		73,745,820
Dividends, interest and other receivables		5,068,525
Receivable for investments sold		3,900,418
Receivable for Fund shares sold		1,611,783
Foreign currency***		1,515,527
Unrealized appreciation on foreign currency contracts		1,162,828
Unrealized appreciation on swaps		1,064,755
Variation margin receivable on financial derivative instruments		241,800
Receivable from affiliate		73,118
Swap premiums paid		67,465
Prepaid expenses		30,666
Total assets		1,927,215,842
Liabilities:
Payable for delayed delivery investments purchased		384,115,898
Payable for investments purchased		276,412,217
Payable upon return of securities loaned		14,282,973
Payable for Fund shares repurchased		3,780,138
Unrealized depreciation on foreign currency contracts		1,904,088
Payable to brokers upon termination of futures, swaps and foreign currency contracts		970,000
Swap premiums received		447,918
Options written (premiums received $1,236,109)		548,328
Dividends payable to shareholders		154,549
Variation margin payable on financial derivative instruments		52,744
Unrealized depreciation on swaps		30,941
Accrued expenses:
Investment advisory and management fees		424,163
Administrative fees		212,084
Trustee fees and expenses		2,309
Other		367,056
Total liabilities		683,705,406

Net Assets	$	1,243,510,436
Net Assets Represent:
Paid-in capital	$	1,220,511,657
Undistributed net investment income		709,639
Accumulated net realized loss from investments, options, futures contracts, swaps and foreign currency transactions		(5,265,239	)
Net unrealized appreciation of investments, options, futures contracts, swaps and foreign currency translations		27,554,379

Net Assets	$	1,243,510,436
Shares outstanding		117,026,470
Net asset value, offering and redemption price per share	$	10.63
* Investments at cost	$	1,258,690,700
** Repurchase agreements at cost	$	562,282,973
*** Foreign currency at cost	$	1,528,929

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

Statement of Operations

For the fiscal year ended October 31, 2013


Investment Income:
Interest income	$	28,177,298
Dividend income		535,810
Securities lending income		41,694
Total investment income		28,754,802
Expenses:
Investment advisory and management fees		5,605,815
Administrative fees		2,802,928
Extraordinary expense		348,692
Custodian		339,815
Transfer agent		320,399
Professional fees		149,861
Reports to shareholders		136,375
Trustees fees and expenses		57,355
Registration fees		45,230
Miscellaneous		41,249
Total expenses before offsets		9,847,719
Expense reimbursements		(1,338,558	)
Net expenses		8,509,161

Net investment income		20,245,641
Net Realized and Unrealized Gain (Loss):
Net realized loss on investments		(4,497,359	)
Net realized loss on futures contracts		(1,339,036	)
Net realized gain on foreign currency transactions		4,024,828
Net realized gain on written options		2,193,796
Net realized gain on swap transactions		3,424,153
Net change in unrealized appreciation (depreciation) of investments		(46,248,093	)
Net change in unrealized appreciation (depreciation) of futures contracts		4,520,381
Net change in unrealized appreciation (depreciation) on foreign currency translations		70,451
Net change in unrealized appreciation (depreciation) on written options		(18,463	)
Net change in unrealized appreciation (depreciation) on swap transactions		3,027,826
Net realized and unrealized loss		(34,841,516	)
Net decrease in net assets resulting from operations	$	(14,595,875	)

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

Statements of Changes in Net Assets

For the fiscal year ended October 31,


	2013			2012
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	20,245,641		$	29,252,666
Net realized gain on investments, options, futures contracts, swaps and foreign currency transactions		3,806,382			46,080,961
Net change in unrealized appreciation (depreciation) of investments, options, futures contracts, swaps and foreign currency translations		(38,647,898	)		41,685,035
Net increase (decrease) in net assets resulting from operations		(14,595,875	)		117,018,662
Distributions to Shareholders:
From net investment income		(34,138,855	)		(42,635,875	)
From net realized gain on investments		(20,101,151	)		—
From return of capital		(2,501,308	)		—
Total distributions to shareholders		(56,741,314	)		(42,635,875	)
Capital Share Transactions:
Proceeds from sale of shares		358,066,861			391,140,790
Reinvestment of dividends		48,296,615			36,842,985
Cost of shares repurchased		(538,187,094	)		(294,836,464	)
Net increase (decrease) from capital share transactions		(131,823,618	)		133,147,311

Total increase (decrease) in net assets		(203,160,807	)		207,530,098
Net Assets:
Beginning of year		1,446,671,243			1,239,141,145
End of year	$	1,243,510,436		$	1,446,671,243
End of year undistributed net investment income	$	709,639		$	6,556,657

Share Transactions:
Sale of shares		33,118,087			36,127,870
Shares issued in connection with reinvestment of dividends and distributions		4,454,829			3,434,473
Shares repurchased		(50,389,826	)		(27,347,000	)
Net increase (decrease) in shares		(12,816,910	)		12,215,343

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

Managers PIMCO Bond Fund

Financial Highlights

For a share outstanding throughout each fiscal year


	For the fiscal year ended October 31,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	11.14		$	10.53		$	11.24		$	10.61		$	9.85
Net investment income		0.16	³		0.24	³		0.38			0.35			0.49
Net realized and unrealized gain (loss) on investments		(0.24	)³		0.72	³		(0.25	)		0.73			1.44
Total from investment operations		(0.08	)		0.96			0.13			1.08			1.93
Less Distributions to Shareholders from:
Net investment income		(0.26	)		(0.35	)		(0.35	)		(0.32	)		(0.49	)
Net realized gain on investments		(0.15	)		—			(0.49	)		(0.13	)		(0.68	)
Return of capital		(0.02	)		—			—			—			—
Total distributions to shareholders		(0.43	)		(0.35	)		(0.84	)		(0.45	)		(1.17	)
Net Asset Value, End of Year	$	10.63		$	11.14		$	10.53		$	11.24		$	10.61
Total Return¹		(0.72	)%		9.31	%		1.45	%		10.52	%		20.62	%
Ratio of net expenses to average net assets (with offsets and reductions)		0.61	%⁴		0.58	%		0.58	%		0.58	%		0.58	%
Ratio of expenses to average net assets (with offsets)		0.61	%⁴		0.58	%		0.58	%		0.58	%		0.58	%
Ratio of total expenses to average net assets (without offsets and reductions)²		0.70	%⁴		0.70	%		0.71	%		0.74	%		0.78	%
Ratio of net investment income to average net assets¹		1.45	%⁴		2.22	%		2.54	%		2.38	%		3.78	%
Portfolio turnover		255	%		375	%		495	%⁵		359	%⁵		531	%⁵
Net assets at end of year (000’s omitted)	$	1,243,510		$	1,446,671		$	1,239,141		$	1,425,341		$	1,114,164

Notes to Financial Highlights

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

¹	Total returns and net investment income would have been lower had certain expenses not been offset.

²	Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes non-reimbursable expense, if any, such as interest, taxes and extraordinary expenses.

³	Per share numbers have been calculated using average shares.

⁴	Includes non-routine extraordinary expenses amounting to 0.025% of average net assets.

⁵	Turnover ratio includes TBA dollar roll transactions. Had the TBA transactions been excluded the turnover ratios for the fiscal years ended 2011, 2010 and 2009 would have been 411%, 286% and 365%, respectively.

Notes to Financial Statements

October 31, 2013

1.	Summary of Significant Accounting Policies

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”).

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. 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 such securities and yield to maturity in determining value.

based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental analytical data and press releases relating to the investment and its issuer; (iii) the value of comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers; and (iv) other factors, such as future cash flows, interest rates, yield curves, volatilities, credit risks and/or default rates. The Board will be presented with a quarterly report comparing fair values determined by the Pricing Committee against subsequent market valuations for those securities. 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. The 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. 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 valuation may differ depending on the method used and the factors considered in determining value according to the Fund’s fair value procedures.

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

Notes to Financial Statements (continued)

or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

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

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

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

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

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 fiscal year ended October 31, 2013, the Fund’s custodian expense was not reduced.

Overdraft fees are computed at 1% above the Federal Funds rate on the day of the overdraft. Prior to January 1, 2013 the rate was 2%

above the effective Federal Funds rate. For the fiscal year ended October 31, 2013, overdraft fees for the Fund equaled $55.

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. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. The most common differences are due to differing treatments for losses deferred due to wash sales, 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.

The tax character of distributions paid during the fiscal years ended October 31, 2013 and October 31, 2012 were as follows:


Distributions paid from:		2013		2012
Ordinary income	$	27,279,634	$	42,635,875
Short-term capital gains		16,058,426		—
Long-term capital gains		10,901,946		—
Return of capital		2,501,308		—

Totals	$	56,741,314	$	42,635,875

As of October 31, 2013, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:


Capital loss carryforward			—
Undistributed ordinary income			—
Undistributed short-term capital gains			—
Undistributed long-term capital gains			—

e.	Federal Taxes

The 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 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 as of October 31, 2013, and for all open tax years, and has concluded that no provision for Federal income tax is required in the Fund’s financial statements. Additionally, the Fund

Notes to Financial Statements (continued)

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.

Under the Regulated Investment Company Modernization Act of 2010. Post-enactment capital losses may 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 retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

f.	Capital Loss Carryovers

As of October 31, 2013, the Fund had no accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes. Should the Fund incur net capital losses for the fiscal year ended October 31, 2013, such 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.

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.

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 October 31, 2013, the market value of repurchase agreements outstanding was $562,282,973.

i.	Foreign Currency Translation

The books and records of the Fund are maintained in U.S. dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based on currency exchange rates prevailing on the

respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holdings of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions and forward foreign currency exchange contracts; and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

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

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 on net realized gains at the appropriate rate for each jurisdiction.

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 commitment was entered into.

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 one or more subadvisors for the Fund (subject to Board approval) and monitors each subadvisor’s investment performance, security holdings and investment strategies. The Fund’s investment portfolio is managed by one or more portfolio managers who serve pursuant to a subadvisory agreement with the Investment Manager.

Notes to Financial Statements (continued)

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. The annual investment management fee rate, as a percentage of average daily net assets, for the fiscal year ended October 31, 2013, was 0.40%.

The Investment Manager has contractually agreed, through March 1, 2014, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (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 expense cap. For the fiscal year ended October 31, 2013, the Fund’s components of reimbursement available are detailed in the following chart:


Reimbursement Available - 10/31/12	$	4,763,972
Additional Reimbursements		1,338,558
Repayments		—
Expired Reimbursements		(1,643,094	)

Reimbursement Available - 10/31/13	$	4,459,436

The Fund 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 aggregate annual retainer paid to each Independent Trustee of the Board is $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts receives an additional payment of $25,000 per year. The Chairman of the Audit Committee receives an additional payment of $10,000 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.

additional payment of $20,000 per year. The Chairman of the Audit Committee formerly received an additional payment of $8,000 per year.

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 fiscal year ended October 31, 2013, the Fund neither borrowed or lent to 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 fiscal year ended October 31, 2013, were $249,559,181 and $487,723,953, respectively.

Purchases and sales of U.S. Government obligations for the fiscal year ended October 31, 2013, were $10,710,723,477 and $10,915,703,774, respectively.

4.	Portfolio Securities Loaned

The Fund participates in a securities lending program offered by BNYM (the “Program”), providing for the lending of securities to qualified brokers. Securities lending income includes 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 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

Notes to Financial Statements (continued)

securities. Under the terms of the Program, the Fund is indemnified for such losses by BNYM. Cash collateral is held in a separate account managed by BNYM, who is authorized to exclusively enter into overnight government repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

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 had no 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 Notes to the Schedule of Portfolio Investments. For the fiscal year ended October 31, 2013, the average quarterly balances of outstanding derivative financial instruments were as follows:


Financial futures contracts:
Average number of contracts purchased		2,583
Average number of contracts sold		8
Average notional value of contracts purchased	$	603,541,459
Average notional value of contracts sold	$	1,503,426
Foreign currency exchange contracts:
Average US dollar amounts purchased/sold	$	235,755,045
Options:
Average notional value of option contracts written	$	69,206
Average notional value of swaption written	$	260,120,000


Credit default swaps:
Average notional value - buy protection	$	5,574,600
Average notional value - sell protection	$	109,900,000
Interest rate swaps:
Average notional value - pays fixed rate	$	529,060,000
Average notional value - receives fixed rate	$	240,740,000

8.	Forward Foreign Currency Contracts

During the fiscal year ended October 31, 2013, 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.

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. For the OTC futures, daily variation margin is not required. The Fund recognizes a realized gain or loss when the contract is closed or expires equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the financial statements. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.

10.

Interest Rate Caps and Floors, Swap Contracts and Options

For the fiscal year ended October 31, 2013, the Fund entered into over-the-counter transactions involving interest rate caps and floors, swap contracts, or purchased and written (sold) options, in order to manage its exposure to credit, currency, equity, interest rate and inflation risk.

Notes to Financial Statements (continued)

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.

Centrally cleared swaps listed or traded on a multilateral or trade facility platform, such as a registered exchange, are valued at the daily settlement price determined by the respective exchange. For centrally cleared credit default swaps the clearing facility requires its members to provide actionable levels across complete term structures. Daily changes in valuation of centrally cleared swaps, if any, are recorded as a receivable or payable for the change in value as appropriate (“variation margin”) in the Statement of Assets and Liabilities.

specified price within a specified period of time. Options written (sold) are recorded as liabilities. The Fund, as writer of written options, bears the risk of an unfavorable change in the market value of the instrument underlying the written option. 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 mortgages are passed through to the holder of the CMOs on the same schedule as they are received, although certain classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, the investment in CMOs may be subject to a greater or lesser risk of prepayment than other types of mortgage-related securities. CMOs are subject to principal paydowns as a result of prepayment or refinancing of the underlying mortgage instruments As a result, the average life may be substantially less than the original maturity. CMOs may have a fixed or variable rate of interest.

12.

Dollar Roll Agreements

The Fund may enter into dollar rolls in which it sells debt securities for delivery currently and simultaneously contract to repurchase similar, but not identical, securities at the same price or a lower price on an agreed date. The Fund receives compensation as consideration for entering into the commitment to repurchase. The compensation is the difference between the current sale price and the forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. The 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 sold. 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 cost.

Notes to Financial Statements (continued)

13.

Market, Credit and Counterparty Risks

In the normal course of business, the Fund invests in securities and enters 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 the respective counterparty. 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 December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Funds’ financial statements and disclosures.

15.

Subsequent Events

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

Tax Information (unaudited)

The Managers PIMCO Bond Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2012/2013 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, Managers PIMCO Bond Fund hereby designates $6,864,958, as a capital gain distribution with respect to the taxable year ended October 31, 2013, or if subsequently determined to be different, the net capital gains of such year.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Managers Trust I and the Shareholders of Managers PIMCO Bond Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Managers PIMCO Bond Fund (the “Fund”) at October 31, 2013, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian, brokers and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 26, 2013

Trustees and Officers

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:


Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Bruce B. Bingham, 12/01/48 • Trustee since 2012 • Oversees 40 Funds in Fund Complex		Partner, Hamilton Partners (real estate development firm) (1987-Present).

William E. Chapman, II, 9/23/41 • Independent Chairman • Trustee since 2000 • Oversees 40 Funds in Fund Complex		President and Owner, Longboat Retirement Planning Solutions (1998-Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002-2009); Trustee Emeritus of Bowdoin College (2013-Present); Trustee of Bowdoin College (2002-2013); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Edward J. Kaier, 9/23/45 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007-Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977-2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Kurt Keilbacker, 10/05/63 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Managing Member, TechFund Europe (2000-Present); Managing Member, TechFund Capital (1997-Present)

Steven J. Paggioli, 4/03/50 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Independent Consultant (2002-Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986-2001); Executive Vice President, Secretary and Director, Investment Company Adminis-tration, LLC (1990-2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991-2001); Trustee, Professionally Managed Portfolios (38 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 – Present); Trustee of Aston Funds (26 portfolios).

Richard F. Powers III, 2/02/46 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Adjunct Professor, Boston College (2011-Present); Director of Ameriprise Financial Inc. (2005-2009)

Eric Rakowski, 6/05/58 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Victoria Sassine, 8/11/65 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Lecturer, Babson College (2007 – Present)


Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Thomas R. Schneeweis, 5/10/47 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Professor Emeritus, University of Massachusetts (2013 - Present); Director, CISDM at the University of Massachusetts, (1996-Present); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-Present); Partner, S Capital Management, LLC (2007-Present); President, TRS Associates (1982-Present); Professor of Finance, University of Massachusetts (1977-2013); Partner, White Bear Partners, LLC (2007-2010); Partner, Northampton Capital Management, LLC (2004-2010); Trustee of Aston Funds (26 portfolios).

* The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.

*Interested Trustees*

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.
Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Christine C. Carsman, 4/02/52 • Trustee since 2011 • Oversees 40 Funds in Fund Complex		Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004-2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004).

*Officers*

Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years
Keitha L. Kinne, 5/16/58 • President since 2012 • Chief Operating Officer since 2007		Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007-Present); Chief Operating Officer, The Managers Funds, Managers AMG Funds and Managers Trust II (2007-Present); Chief Investment Officer, Managers Investment Group LLC (2008-Present); President, Managers Distributors, Inc. (2012-Present); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

Lewis Collins, 2/22/66 • Secretary since 2011 • Chief Legal Officer since 2011		Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010-Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006-2010); Senior Counsel, Affiliated Managers Group, Inc. (2002-2006); Attorney, Ropes & Gray LLP (1998-2002).

Trustees and Officers (continued)


Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years

Donald S. Rumery, 5/29/58 • Chief Financial Officer since 2007 • Treasurer since 2000		Senior Vice President, Managers Investment Group LLC (2005-Present); Treasurer, The Managers Funds (1995-Present); Treasurer, Managers AMG Funds (1999-Present); Treasurer, Managers Trust II (2000-Present); Chief Financial Officer, The Managers Funds, Managers AMG Funds and Managers Trust II (2007-Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000-2012); Vice President, The Managers Funds LLC, (1994-2004).

John J. Ferencz, 3/09/62 • Chief Compliance Officer since 2010		Vice President, Legal and Compliance, Managers Investment Group LLC (2010-Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005-2010).


Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years

Michael S. Ponder, 9/12/73 • Assistant Secretary since 2011		Senior Vice President and Counsel, Managers Investment Group LLC (2011-Present); Attorney, DeNovo Legal (2009-2010); Vice President, Credit Suisse (2007-2009); Associate, Willkie Farr & Gallagher LLP (2006-2007).

Matthew B. Wallace, 11/24/80 • Anti-Money Laundering Compliance Officer since 2012		Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012-Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010-2012); Compliance Specialist, Calamos Advisors LLC (2007-2010).

Annual Renewal of Investment Management and SubAdvisory Agreement

On June 20-21, 2013, the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for Managers PIMCO Bond Fund (the “Fund”) and the Subadvisory Agreement for the Subadvisor of the Fund. The Independent Trustees were separately represented by independent counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and the Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (the “Peer Group”), performance information for the relevant benchmark index (the “Fund Benchmark”) and, with respect to the Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 20-21, 2013, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisor under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreement; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

Nature, extent, and quality of services.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Fund and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties. In the course of their deliberations regarding the Investment Management Agreement, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Fund; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadvisor; (c) the Investment Manager’s ability to supervise the Fund’s other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadvisor, the Investment Manager: performs periodic detailed analysis and reviews of the performance by the Subadvisor of its obligations to the Fund, including without limitation a review of the Subadvisor’s investment performance in respect of the Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadvisor and other information regarding the Subadvisor, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadvisor responsible for performing the Subadvisor’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadvisor and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadvisor; assists the Board and management of the Trust in developing and reviewing information with respect to the annual consideration of the Subadvisory Agreement; prepares recommendations with respect to the continued retention of the Subadvisor or the replacement of the Subadvisor; identifies potential successors to or replacements of the Subadvisor or potential additional Subadvisors, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional Subadvisor; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain a contractual expense limitation for the Fund. The Trustees also considered the Investment Manager’s risk management processes.

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

Annual Renewal of Investment Management and SubAdvisory Agreement

Performance.

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

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2013 was above the median performance of the Peer Group and above the performance of the Fund Benchmark, the Barclays U.S. Aggregate Bond Index. The Board took into account management’s discussion of the Fund’s more recent performance. The Trustees also took into account the fact that the Fund ranked in the top quintile of the Peer Group for the 10-year period. The Trustees concluded that the Fund’s performance has been satisfactory.

Advisory and Subadvisory Fees and Profitability.

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

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

In considering the reasonableness of the fee payable by the Investment Manager to the Subadvisor, the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Subadvisor is not affiliated with the Investment Manager. In addition, the Trustees considered other potential benefits of the subadvisory relationship to the Subadvisor, including, among others, the indirect benefits that the Subadvisor may receive from the Subadvisor’s relationship with the Fund, including any so-called “fallout benefits” to the Subadvisor, such as reputational value derived from the Subadvisor serving as Subadvisor to the Fund, which bears the Subadvisor’s name. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. As a consequence of all of the foregoing, the cost of services to be provided by the Subadvisor and the profitability to the Subadvisor of its relationship with the Fund were not material factors in the Trustees’ deliberations. For similar reasons, the Trustees did not consider potential economies of scale in the management of the Fund by the Subadvisor to be a material factor in their deliberations at this time.

Annual Renewal of Investment Management and SubAdvisory Agreement

The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2014, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.58%. The Trustees also took into account management discussion of the Fund’s expenses. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

****

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

Based on all of the above-mentioned factors and related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and the Subadvisory Agreement would be in the best interests of the Fund and its shareholders. Accordingly, on June 20-21, 2013, the Trustees, including a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for the Fund.

Proxy Results

A special meeting of shareholders of Managers Trust I was held on July 2, 2013. With respect to the proposals to amend certain “fundamental” investment restrictions of the Funds, the meeting was adjourned to August 20, 2013 and October 22, 2013 with respect to Managers PIMCO Bond Fund (the “Fund”). With respect to the proposals to amend and restate the Amended and Restated Declaration of Trust the meeting was adjourned to August 20, 2013 and October 22, 2013, with respect to the Fund. The proposals and results of the votes are summarized below.


	All Funds in Trust
Managers Trust I	For		Withheld
Election of Directors	(in $NAV, rounded to the nearest dollar)
Bruce Bingham	$	130,861,528	$	4,865,035
William E. Chapman, II		130,740,436		4,986,127
Edward J. Kaier		130,926,087		4,800,475
Steven J. Paggioli		130,924,285		4,802,277
Erik Rakowski		130,841,911		4,884,651
Thomas R. Schneeweis		130,778,924		4,947,639
Christine C. Carsman		131,045,716		4,680,846
Kurt Keilhacker		130,714,266		5,012,297
Richard F. Powers III		130,640,619		5,085,943
Victoria Sassine		130,736,799		4,989,763


	Managers PIMCO Bond Fund
	For		Against		Abstain		Broker Non-Votes
To amend “fundamental” restrictions of the Funds with respect to:	(in $NAV, rounded to the nearest dollar)
Issuance of Senior Securities	$	69,454,794	$	4,539,549	$	5,503,648	$	24,536,306
Borrowing		68,202,816		5,646,988		5,648,187		24,536,306
Lending		68,695,418		5,142,934		5,659,641		24,536,306
The Underwriting of Securities		69,028,121		4,829,579		5,640,291		24,536,306
Purchasing and Selling Commodities		69,088,982		4,757,887		5,651,123		24,536,306
Purchasing and Selling Real Estate		68,943,064		4,933,942		5,620,966		24,536,306
Diversification of Investments		70,530,615		3,422,122		5,545,253		24,536,306
Concentrating Investments in a Particular Industry		67,955,953		5,965,138		5,576,901		24,536,306


	Managers PIMCO Bond Fund
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	68,347,349	$	5,177,119	$	5,973,527	$	24,536,302
Merger, Consolidation, Sale of Assets and Termination of Trust,
Series or Classes		68,787,662		4,601,355		6,108,979		24,536,302
Other Changes		68,418,577		4,773,670		6,305,738		24,536,302

Proxy Results (continued)


	8All Funds in Trust
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	192,290,005	$	7,507,459	$	7,994,207	$	31,541,556
Merger, Consolidation, Sale of Assets and Termination of Trust,
Series or Classes		124,093,865		6,962,787		8,955,316		31,541,556
Other Changes		122,906,748		7,515,009		9,223,126		31,541,556

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 ManagersChoice^TM Only

Managers

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

P.O. Box 9847

Providence, Rhode Island 02940-8047

(800) 358-7668

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MANAGERSAND MANAGERS AMG FUNDS


EQUITY FUNDS		BALANCED FUNDS
BRANDYWINE BRANDYWINE BLUE BRANDYWINE ADVISORS MIDCAP GROWTH Friess Associates, LLC CADENCE CAPITAL APPRECIATION CADENCE MID-CAP CADENCE EMERGING COMPANIES Cadence Capital Management, 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 CenterSquare Investment 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 INTERNATIONAL SMALL CAP 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. YACKTMAN YACKTMAN FOCUSED Yacktman Asset Management LP	CHICAGO EQUITY PARTNERS BALANCED
		Chicago Equity Partners, LLC

		ALTERNATIVE FUNDS
		FQ GLOBAL ALTERNATIVES
		FQ GLOBAL ESSENTIALS
		First Quadrant, L.P.

		INCOME FUNDS
		BOND (MANAGERS) GLOBAL INCOME OPPORTUNITY Loomis, Sayles & Co., L.P. BOND (MANAGERS PIMCO) Pacific Investment Management Co. LLC GW&K MUNICIPAL BOND GW&K FIXED INCOME GW&K MUNICIPAL ENHANCED YIELD Gannett Welsh & Kotler, LLC HIGH YIELD J.P. Morgan Investment Management LLC INTERMEDIATE DURATION GOVERNMENT SHORT DURATION GOVERNMENT Amundi Smith Breeden LLC






















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 Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.
www.managersinvest.com

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Managers Funds

Annual Report — October 31, 2013


TABLE OF CONTENTS	Page

LETTER TO SHAREHOLDERS		2

ABOUT YOUR FUND’S EXPENSES		3

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS, AND SCHEDULE OF PORTFOLIO INVESTMENTS

NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS		13

FINANCIAL STATEMENTS

Statement of Assets and Liabilities		14
Balance sheets, net asset value (NAV) per share computation and cumulative undistributed amounts

Statement of Operations		15
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal year

Statements of Changes in Net Assets		16
Detail of changes in assets for the past two fiscal years

FINANCIAL HIGHLIGHTS		17
Historical net asset values per share, distributions, total returns, income and expenseratios, turnover ratios and net assets

NOTES TO FINANCIAL STATEMENTS		18
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		22

TRUSTEES AND OFFICERS		23

ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		25

Letter to Shareholders

Dear Shareholder:

Respectfully,

LOGO

Keitha Kinne

President

The Managers Funds

About Your Fund’s Expenses

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 the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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 October 31, 2013	Expense Ratio for the Period			Beginning Account Value 05/01/13		Ending Account Value 10/31/13		Expenses Paid During the Period*
Managers California Intermediate Tax-Free Fund
Based on Actual Fund Return		0.55	%	$	1,000	$	992	$	2.76
Hypothetical (5% return before expenses)		0.55	%	$	1,000	$	1,022	$	2.81

*	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 (184), then divided by 365.

Managers California Intermediate Tax-Free Fund

Portfolio Manager’s Comments

THE PORTFOLIO MANAGER

The Managers California Intermediate Tax-Free Fund’s (the “Fund”) objective is to achieve income free from Federal income taxes and California state income taxes, including the Alternative Minimum Tax (“AMT”).

The Fund invests at least 80% of its total assets in intermediate-term California municipal bonds that are free from both Federal and California state income taxes, including the AMT. The Fund’s securities will have quality ratings comparable to the four highest rating categories of Moody’s Investors Services, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”). The dollar-weighted average maturity of these intermediate-term securities is normally three-to-10 years. The Fund’s benchmark is the Barclays 5-Year Municipal Bond Index.

The Portfolio Manager

Miller Tabak Asset Management (“MTAM”), the subadvisor for the Fund, was founded in early 2008, and is a division of Miller Tabak + Co. LLC (“Miller Tabak”). Miller Tabak is a 30 year-old institutional trading firm that specializes in the discrete handling of stock purchases and sales, portfolio rebalancing, and listed options. MTAM focuses exclusively on managing municipal bond portfolios and is based in New York City.

Philosophy

The MTAM team focuses on purchasing municipal credits exhibiting improving credit characteristics while maintaining geographic and economic diversity as key elements in the portfolio-construction process. MTAM believes proactive total-return portfolio management offers greater potential rewards in an increasingly inefficient municipal bond market. Achieving reasonable and consistent growth of clients’ capital without taking elevated levels of principal risk is MTAM’s objective.

The California municipal bond market is a unique sector within the domestic fixed-income universe, consisting of over 6,000 issuers with distinct security structures and varying credit risks. MTAM seeks to exploit these nuances through a disciplined, risk-controlled, relative-value investment management process.

Process

•

Active total-return portfolio management is MTAM’s central theme for achieving objectives that benefit the Fund

•

MTAM is committed to extensive, proprietary, and original research and analysis

•

MTAM follows a disciplined and well-defined investment process

MTAM’s investment process can be divided into two distinct parts. The first part focuses on risk analysis. MTAM’s risk analysis has two components, interest-rate analysis and credit-risk analysis. MTAM strives to control interest-rate volatility by defining the appropriate ranges for duration and maturity based on the Fund’s predetermined liquidity requirements, the specific risk profile, and the given market environment.

The second component of MTAM’s risk analysis focuses on credit risk. MTAM applies rigorous standards for tax-exempt issuers, continually reviews financial statements, and closely monitors rating

agency commentary and relative trading spreads in the secondary market. Michael Pietronico, the Fund’s portfolio manager, has 17 years experience managing municipal bond portfolios, which gives him excellent knowledge of the key factors influencing the municipal bond market and an experienced eye to identify high-quality California municipal bonds.

The second major part of MTAM’s investment process assesses relative value. MTAM starts by creating expectations for the slope of the yield curve and yield spreads going forward. Once forecasts are finalized, MTAM assesses how its forecast and other potential outcomes may affect market prices. This ultimately helps MTAM identify what securities are most attractively valued and offer the best risk-adjusted return. MTAM also uses its market outlook to determine what sectors of the municipal market will add to and detract from performance and adjust weightings accordingly. Lastly, credit research at the security level is undertaken to analyze credit quality, yield, duration, structure, and call protection in order to assess a security’s potential contribution to the Fund.

Buy Discipline

There are three parts to MTAM’s buy discipline:

Supply Analysis

Macro View

Aggregate Municipal Supply

Secondary Market Supply

Dealer Inventories

Micro View

Supply/Demand Per State

Credit Analysis

Macro View

Major Economic Trends in Place

Micro View

Legal Structure of Securities

Service-Area Economic Performance

Project and System Operations

Individual Bond Structure Analysis

Prepayment Risk

Original Issue Discount

Reinvestment Risk

Municipal Bond Credit Research – Credit Review Process

1. Comprehensive bottom-up analysis of issuer, pledged security, and historical economic performance

2. Site visits and conference calls with key public officials

3. Comprehensive financial statement review with feasibility analysis

Managers California Intermediate Tax-Free Fund

Portfolio Manager’s Comments (continued)

4. Negotiate with underwriters to strengthen key security covenants and secure optimal pricing

5. Limits are implemented upon credit approval exposure

Credit Surveillance

•

Monitoring

•

Database is maintained for holdings by issuer and Fund exposure

•

Exposure

•

The relevant performance statistics are tracked on a monthly, quarterly, and annual basis to help capture meaningful trends, for example trading spreads

•

Information

•

Outside resources are utilized; for example financial statement repositories, industry publications, internet search engines, and rating agencies

Sell Discipline

An individual security may become a candidate for sale for any of the following reasons:

•

The issuers investment fundamentals begin to deteriorate

•

To take advantage of more attractive yield opportunities

•

The individual security no longer appears to meet the portfolio’s investment objective(s)

•

To meet liquidity needs

•

To help shorten or lengthen the overall duration of the portfolio

The Year in Review

For the fiscal year ended October 31, 2013, the Managers California Intermediate Tax-Free Fund returned 1.42%. The Fund’s benchmark, the Barclays 5-Year Municipal Bond Index, returned 0.78% during the same time period. Early in the year, most tax-free bond investors realized moderate gains as excess market supply in the month of March exerted downward pressure on prices. Concerns over the Federal Reserve potentially ending their bond purchase program, and a renewed interest in the stock market by some also kept interest in municipal bonds limited. During the Spring, tax-free bond investors experienced negative returns as concerns mounted that the Federal Reserve would begin to slow their purchases of bonds in the months ahead. Fixed-income securities of all types remained under pressure as a firming in the employment picture in America led investors to conclude that interest rates were headed higher in the coming months. While longer-term maturity bonds underperformed as one would expect, it was striking to see shorter maturity bonds succumb to the selling pressure and fail to maintain their value, even as the Federal Reserve remains far away from potentially raising the overnight Federal Funds Rate. Sentiment soured quickly within the municipal market that liquidity at times was extraordinarily difficult to find. Towards the end of the fiscal year, the Federal Reserve’s decision to delay the “taper” in September brought relief to the bond markets and the Fund ended the fiscal year with a slightly positive return.

The primary factor behind the Fund’s relative performance was its modest duration. Higher interest rates did not plague this Fund as much as the yield curve steepened during this time period - this in turn kept the Fund less volatile versus other funds who ventured out further along the yield curve. The Fund’s intermediate positioning worked well during the quarter as investor demand continued to be for relatively short maturities along the municipal yield curve. The Fund’s weighting in “kicker” bonds (bonds with exercisable warrants for bond holders) which are defensive in nature due to their higher-than-market coupons and their shorter call features, was a strong contributor to relative performance versus the benchmark as they tend to outperform during periods of rising rates due to their high income producing capabilities. The Fund’s performance over the last year was modestly negatively impacted by the underweighting of “AAA” rated credits which outperformed during that time period. The California economy is performing well and this is translating into an environment where credit quality is seen as stabilizing within the state overall. However, it is the future path of U.S. Treasury rates that will most determine the performance of the market in the future.

Fund Closure

On September 20, 2013, the Fund’s Board of Trustees approved a plan to liquidate the Fund’s assets with a transition to cash beginning on or about November 1, 2013. It is expected that the cash proceeds of the liquidation, less a small amount set aside for the liabilities and debts of the Fund, will be distributed to shareholders in a complete redemption of their shares on or about November 18, 2013. If you have any questions regarding the liquidation of the Fund and your options, please contact us at (800) 835-3879 or visit www.managersinvest.com. We appreciate the opportunity to serve your investment needs and hope to continue our relationship.

The views expressed represent the opinions of Miller Tabak Asset Management as of October 31, 2013 and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

CUMULATIVE TOTAL RETURN PERFORMANCE

Managers California Intermediate Tax-Free Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This chart compares a hypothetical $10,000 investment made in Managers California Intermediate Tax-Free Fund on October 31, 2003 to a $10,000 investment made in the Barclays 5-Year Municipal Bond Index for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower had certain expenses not been reduced.

Managers California Intermediate Tax-Free Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the Managers California Intermediate Tax-Free Fund and the Barclays 5-Year Municipal Bond Index for the same time periods ended October 31, 2013.


	Average Annual Total Returns¹
	One Year			Five Years			Ten Years
Managers California Intermediate Tax-Free Fund^{2,3,4,5,6,7,8}		1.42	%		5.63	%		4.17	%
Barclays 5-Year Municipal Bond Index⁹		0.78	%		5.12	%		4.03	%

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. Current net asset value per share for the Fund is available on the Fund’s Web site at www.managersinvest.com.


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 October 31, 2013. 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 is subject to risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay their creditors.
⁴		Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed-income securities to fall.
⁵		The Fund 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.
⁶		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.
⁷		Issuer of bonds may not be able to meet interest or principal payments when the bonds come due.
⁸		Factors unique to the municipal bond market may negatively affect the value in municipal bonds.
⁹		The Barclays 5-Year Municipal Bond Index provides a broad-based performance measure of the U.S. municipal bond market, consisting of securities with 4-6 year maturities. The Index tracks general obligation, revenue, insured, and prerefunded bonds with a minimum credit rating of Baa by Moody’s. Unlike the Fund, the Barclays 5-Year Municipal Bond Index is unmanaged, is not available for investment, and does not incur expenses.

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

Managers California Intermediate Tax-Free Fund

Fund Snapshots

October 31, 2013

Portfolio Breakdown (unaudited)


Rating	Managers California Intermediate Tax-Free Fund**
Aaa		1.04	%
Aa		67.32	%
A		31.64	%

**	As a percentage of market value of fixed income securities.

Chart does not include equity securities

Top Ten Holdings (unaudited)


Security Name	% of Net Assets
San Bernardino, CA Community College District General Obligation, Election 2008, Series A, 6.375%, 08/01/26*		3.2	%
Santa Ana, CA Unified School District General Obligation, Series A, 5.250%, 08/01/26		2.9
San Francisco, CA City & County Airports Commission Revenue, Second Series Issue 32F, 5.250%, 05/01/17 (FGIC Insured)		2.9
Los Angeles, CA Municipal Improvement Corp. Lease Revenue, Series C, 5.000%, 09/01/18		1.8
Butte-Glenn Counties, CA Community College District General Obligation, Series B, 5.000%, 08/01/23 (National Insured)		1.8
San Diego, CA Unified Port District Revenue, Series B, 5.000%, 09/01/23 (National Insured)		1.8
Alvord, CA Unified School District General Obligation, Election 2007, Series A, 5.000%, 08/01/23 (AGM Insured)		1.6
South Western, CA Community College District General Obligation, 5.000%, 08/01/23 (National Insured)		1.6
Los Angeles, CA Harbor Department Revenue, Series B, 5.000%, 08/01/20 (National Insured)		1.6
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/26 (National Insured)		1.6

Top Ten as a Group		20.8	%


* Top Ten Holding at April 30, 2013

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments

October 31, 2013


	Principal Amount		Value
Municipal Bonds - 93.4%
Alvord, CA Unified School District General Obligation, Election 2007, Series A, 5.000%, 08/01/23 (AGM Insured)	$	285,000	$	306,079
Alvord, CA Unified School District General Obligation, Series A, 5.900%, 02/01/17 (National Insured)		110,000		124,199
Alvord, CA Unified School District General Obligation, Series A, 5.900%, 02/01/24 (National Insured)		225,000		262,053
Anaheim, CA Public Financing Authority Electric System District Facilities, 4.000%, 10/01/17 (National Insured)		20,000		21,856
Bakersfield, CA City School District, Series A, 5.250%, 11/01/21 (AGM Insured)		110,000		120,471
Bakersfield, CA Wastewater Revenue, Series A, 5.000%, 09/15/19 (AGM Insured)		175,000		196,978
Bakersfield, CA Wastewater Revenue, Series A, 5.000%, 09/15/22 (AGM Insured)		200,000		220,226
Bakersfield, CA Wastewater Revenue, Series A, 5.000%, 09/15/26 (AGM Insured)		15,000		16,211
Baldwin Park, CA Unified School District General Obligation, Election 2006, 4.300%, 08/01/24 (AGM Insured)		75,000		78,883
Baldwin Park, CA Unified School District General Obligation, Election 2006, 4.750%, 08/01/25 (AGM Insured)		75,000		79,008
Bay Area, CA Toll Authority Toll Bridge Revenue, Series F, 5.000%, 04/01/17		20,000		22,977
Bay Area, CA Toll Authority Toll Bridge Revenue, Series F, 5.000%, 04/01/22		35,000		38,886
Benicia, CA Unified School District General Obligation, 4.000%, 08/01/19		100,000		107,748
Bonita, CA Unified School District, Election 2004, Series B, 5.000%, 08/01/16 (FGIC Insured)		50,000		55,289
Butte-Glenn Counties, CA Community College District General Obligation, Series B, 5.000%, 08/01/23 (National Insured)		325,000		342,833
Cabrillo, CA Unified School District General Obligation, Series A, 5.000%, 08/01/25		25,000		28,101
Cabrillo, CA Unified School District General Obligation, Series A, 5.000%, 08/01/26		125,000		138,608
California State Department of Water Resources, Water System Revenue, Series A, 5.000%, 12/01/20		25,000		28,816
California State Educational Facilities Authority, Santa Clara University, 5.000%, 09/01/23		100,000		115,866
California State General Obligation, Various Purpose, 4.000%, 09/01/26		65,000		67,146
California State General Obligation, Various Purpose, 5.000%, 09/01/27		25,000		27,252
California State Public Works Board, Series B, 5.250%, 03/01/19 (AMBAC Insured)		200,000		200,640
California State Public Works Board, Series C, 4.500%, 06/01/17		50,000		56,691
Carlsbad, CA Unified School District General Obligation, Election 2006, Series A, 5.000%, 08/01/21 (National Insured)		20,000		21,984
Carlsbad, CA Unified School District General Obligation, Series B, 5.250%, 05/01/25		70,000		76,471
Centinela Valley Union High School District, Series A, 5.500%, 02/01/24 (National Insured)		100,000		115,867
Central Marin, CA Sanitation Agency Revenue, 5.000%, 09/01/21 (National Insured)		100,000		108,793
Central, CA Unified School District General Obligation, 5.000%, 07/01/21 (National Insured)		75,000		77,350
Central, CA Unified School District General Obligation, 5.000%, 08/01/22 (Assured Guaranty)		25,000		27,561
Central, CA Unified School District General Obligation, 5.000%, 07/01/23 (National Insured)		25,000		25,739
Cerritos, CA Community College General Obligation, Election 2004, Series C, 5.250%, 08/01/25		15,000		16,986
Chaffey, CA Joint Union High School District General Obligation, 5.000%, 08/01/25		25,000		27,971
Citrus, CA Community College District General Obligation, Election 2004, Series B, 5.000%, 06/01/22 (National Insured)		20,000		21,877
City of Costa Mesa, CA COP, Police Facility Expansion Project, 4.300%, 10/01/26 (National Insured)		25,000		25,940
City of El Paso De Robles, CA General Obligation, 5.000%, 08/01/23 (National Insured)		125,000		130,658
City of El Paso De Robles, CA General Obligation, 5.000%, 08/01/25 (National Insured)		250,000		259,155
City of El Paso De Robles, CA General Obligation, 5.000%, 08/01/27 (National Insured)		20,000		20,526
Clovis, CA Unified School District General Obligation, Election 2004, Series B, 5.000%, 08/01/23 (National Insured)		115,000		129,227
Clovis, CA Unified School District General Obligation, Election 2004, Series B, 5.000%, 08/01/25 (National Insured)		65,000		69,756
Colton, CA Public Financing Authority Electric Revenue, Series A, 5.000%, 04/01/26		140,000		149,082
Contra Costa County, CA Public Financing Authority Capital Projects Lease Revenue, Series A-1, 4.000%, 06/01/19		50,000		53,608

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

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Municipal Bonds - 93.4% (continued)
Corona-Norca, CA Unified School District, Election 2006, Series A, 5.000%, 08/01/24 (AGM Insured)	$	75,000	$	81,931
Corona-Norca, CA Unified School District, Election 2006, Series A, 5.000%, 08/01/25 (AGM Insured)		50,000		54,433
Desert Sands, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/16		50,000		56,054
Desert Sands, CA Unified School District General Obligation, Election 2001, 5.000%, 06/01/22 (AMBAC Insured)		40,000		44,649
Desert Sands, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/26		175,000		194,184
Desert Sands, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/27		245,000		270,933
Desert Sands, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/28		50,000		54,540
Desert Sands, CA Unified School District General Obligation, Election 2001, 5.500%, 08/01/28		25,000		28,069
El Monte, CA Union High School District General Obligation, Election 2002, Series C, 5.000%, 06/01/21 (AGM Insured)		40,000		44,022
Fairfield-Suisun, CA Unified School District General Obligation, Election 2002, 5.250%, 08/01/23 (National Insured)		240,000		248,962
Fairfield-Suisun, CA Unified School District, Election 2002, 5.250%, 08/01/16 (National Insured)		70,000		72,614
Fremont, CA Unified School District General Obligation, Series B, 5.000%, 08/01/24		25,000		28,922
Fresno County, CA Unified School District General Obligation, Series A, 6.000%, 08/01/26 (National Insured)		110,000		126,505
Fresno County, CA Unified School District General Obligation, Series C, 5.900%, 08/01/22 (National Insured)		25,000		28,455
Glendale, CA Unified School District General Obligation, 5.000%, 09/01/23		50,000		57,982
Grossmont, CA Union High School District General Obligation, 5.000%, 08/01/23 (National Insured)		85,000		91,923
Grossmont-Cuyamaca, CA Community College District General Obligation, Series C, 5.000%, 08/01/24 (Assured Guaranty)		50,000		55,717
Hacienda La Puente, CA Unified School District Facilities Financing Authority Revenue, 5.000%, 08/01/23 (AGM Insured)		125,000		143,130
Hemet, CA Unified School District General Obligation,, 4.000%, 08/01/23 (AGM Insured)		35,000		36,041
Hemet, CA Unified School District General Obligation, Series A, 5.000%, 08/01/22 (AGM Insured)		125,000		130,129
Imperial, CA Irrigation District Electric System Revenue, 5.250%, 11/01/28		40,000		43,542
Imperial, CA Irrigation District Electric System Revenue, Series A, 5.250%, 11/01/24		100,000		111,383
Long Beach, CA Unified School District General Obligation Refunding, Series A, 5.000%, 08/01/25		30,000		34,086
Long Beach, CA Unified School District General Obligation, Series A, 5.500%, 08/01/26		85,000		97,474
Los Angeles County, CA Metropolitan Transportation Authority Sales Tax Revenue, Proposition C, Series E, 5.000%, 07/01/25		35,000		39,587
Los Angeles County, CA Public Works Financing Authority, 5.000%, 10/01/15 (National Insured)		15,000		16,308
Los Angeles County, CA Public Works Financing Authority Revenue, Series A, 5.250%, 10/01/16 (AGM Insured)		25,000		28,235
Los Angeles County, CA Sanitation Districts Financing Authority Capital Projects Revenue, 5.000%, 10/01/23 (FGIC Insured)		80,000		85,835
Los Angeles, CA Department of Airports, Series D, 5.250%, 05/15/28		25,000		27,595
Los Angeles, CA Harbor Department Revenue, Series A, 4.000%, 08/01/17		25,000		27,843
Los Angeles, CA Harbor Department Revenue, Series B, 5.000%, 08/01/20 (National Insured)		275,000		300,781
Los Angeles, CA Municipal Improvement Corp. Lease Revenue, Real Property, Series B, 4.750%, 09/01/26		100,000		103,610
Los Angeles, CA Municipal Improvement Corp. Lease Revenue, Series A, 5.000%, 09/01/24		100,000		109,950
Los Angeles, CA Municipal Improvement Corp. Lease Revenue, Series C, 5.000%, 09/01/18		300,000		344,892
Los Angeles, CA Municipal Improvement Corp. Revenue, Prerefunded, Series B1, 5.000%, 08/01/21 (FGIC Insured)		5,000		5,177
Los Angeles, CA Municipal Improvement Corp. Revenue, Unrefunded, Series B1, 5.000%, 08/01/21 (FGIC Insured)		120,000		123,306
Los Angeles, CA Municipal Improvement Corp. Revenue, Unrefunded, Series B1, 5.000%, 08/01/23 (FGIC Insured)		50,000		51,306
Los Angeles, CA Municipal Improvement Corp. Revenue, Unrefunded, Series B1, 5.000%, 08/01/26 (FGIC Insured)		200,000		204,776
Los Angeles, CA Municipal Improvement Lease Revenue, Capital Equipment, Series A, 5.000%, 09/01/16		160,000		176,867
Los Angeles, CA Municipal Improvement Revenue, Capital Equipment, Series 2008 A, 5.000%, 09/01/25		50,000		54,503

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

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Municipal Bonds - 93.4% (continued)
Los Angeles, CA Unified School District COPS, Capital Projects I, Series B-2, 5.000%, 12/01/15	$	40,000	$	43,576
Los Angeles, CA Unified School District General Obligation, Election 2004, Series G, 5.000%, 07/01/24 (AMBAC Insured)		35,000		37,986
Madera, CA Unified School District General Obligation, 4.000%, 08/01/25 (AGM Insured)		60,000		63,070
Madera, CA Unified School District General Obligation, Election 2006, 5.000%, 08/01/16 (National Insured)		70,000		77,425
Merced Community College District, 4.000%, 08/01/20		75,000		82,718
Monrovia, CA Unified School District General Obligation, Election 2006, Series B, 5.250%, 08/01/25 (FSA Insured)		30,000		33,972
Montebello, CA Unified School District General Obligation, Election 2004, 4.200%, 08/01/22 (National Insured)		100,000		106,849
Montebello, CA Unified School District General Obligation, Election 2004, Series A, 5.000%, 08/01/28		25,000		27,593
Moreland, CA School District General Obligation, Series A, 5.000%, 08/01/15 (AMBAC Insured)		50,000		53,205
Moreno Valley, CA Unified School District, 5.000%, 08/01/17 (National Insured)		50,000		55,224
Moreno Valley, CA Unified School District General Obligation, 5.000%, 08/01/16 (National Insured)		25,000		27,205
Mount Diablo, CA Unified School District General Obligation, Election 2002, Series B-2, 5.000%, 07/01/26		25,000		27,897
Mount Diablo, CA Unified School District General Obligation, Election 2002, Series C, 5.000%, 08/01/26		60,000		67,687
Ohlone, CA Community College District General Obligation, 5.000%, 08/01/25		25,000		28,488
Orange County, CA Sanitation District COP, Series A, 5.000%, 02/01/22		135,000		153,102
Palomar, CA Community College District General Obligation, Election 2006, Series A, 4.750%, 05/01/28 (AGM Insured)		45,000		47,316
Peralta, CA Community College District General Obligation, Election 2006, Series B, 5.250%, 08/01/22 (AGM Insured)		45,000		49,525
Peralta, CA Community College District General Obligation, Series A, 5.000%, 08/01/24 (National Insured)		50,000		53,055
Perris, CA Union High School District General Obligation, Election 2004, Series A, 5.000%, 09/01/26 (FGIC Insured)		15,000		15,560
Placentia-Yorba Linda, CA Unified School District General Obligation, Election 2002, Series B, 5.500%, 08/01/27 (FGIC Insured)		65,000		67,547
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/17 (National Insured)		10,000		11,607
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/22 (National Insured)		30,000		33,046
Port of Oakland, CA Revenue, Series B, 5.000%, 11/01/26 (National Insured)		275,000		292,127
Port of Oakland, CA Revenue, Series C, 5.000%, 11/01/17 (National Insured)		225,000		261,162
Port of Oakland, CA Series B, 5.000%, 11/01/24 (National Insured)		75,000		80,951
Puerto Rico Sales Tax Financing Corp. Revenue, Prerefunded, Series 2009 A, 5.000%, 08/01/18		20,000		23,755
Puerto Rico Sales Tax Financing Corp. Revenue, Unrefunded Balance, Series 2009 A, 5.000%, 08/01/18		50,000		49,933
Rescue, CA Union School District General Obligation, 5.000%, 09/01/21 (National Insured)		25,000		28,725
Rescue, CA Union School District General Obligation, 5.000%, 07/01/23 (National Insured)		50,000		57,155
Riverside, CA Community College District, 5.000%, 08/01/24 (AGM Insured)		35,000		37,088
Riverside, CA Unified School District General Obligation, Election 2001, Series B, 4.000%, 08/01/17 (National Insured)		100,000		106,284
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.250%, 08/01/24 (AGM Insured)		150,000		165,997
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.250%, 08/01/25 (AGM Insured)		55,000		60,563
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.250%, 08/01/26 (AGM Insured)		145,000		158,871
Rosemead, CA School District General Obligation, Election 2000, Series D, 5.500%, 08/01/28 (AGM Insured)		125,000		137,480
Roseville, CA Joint Union High School District General Obligation, Election 2004, Series A, 5.000%, 08/01/26 (FGIC Insured)		120,000		124,260
Rowland, CA Unified School District General Obligation, 4.125%, 08/01/27		25,000		25,614
Rowland, CA Unified School District General Obligation, 5.000%, 08/01/26		50,000		55,835

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

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Municipal Bonds - 93.4% (continued)
Sacramento, CA Municipal Utility District Electric Revenue, Series K, 5.250%, 07/01/24 (AMBAC Insured)	$	145,000	$	170,710
Sacramento, CA Unified School District General Obligation, 5.000%, 07/01/25		50,000		55,913
San Bernardino, CA Community College District General Obligation, Election 2008, Series A, 6.375%, 08/01/26		480,000		599,870
San Bernardino, CA Community College District General Obligation, Series C, 5.000%, 08/01/26 (AGM Insured)		175,000		196,905
San Diego, CA Public Facilities Financing Authority Sewer Revenue, Series B, 5.000%, 05/15/21		50,000		57,502
San Diego, CA Public Facilities Financing Authority Water Revenue, Series B, 5.000%, 08/01/20		30,000		34,785
San Diego, CA Unified Port District Revenue, Series B, 5.000%, 09/01/23 (National Insured)		325,000		330,574
San Francisco, CA City & County Airports Commission International Airport Revenue, Second Series, Governmental Purpose, 5.000%, 05/01/27		100,000		109,702
San Francisco, CA City & County Airports Commission Revenue, Second Series Issue 32F, 5.250%, 05/01/17 (FGIC Insured)		465,000		534,666
San Francisco, CA City & County Airports Commission Revenue, Second Series, Issue 34F, 5.000%, 05/01/16 (Assured Guaranty)		95,000		105,336
San Francisco, CA City and County General Obligation, Laguna Honda Hospital, Series R3, 5.000%, 06/15/23		50,000		52,586
San Francisco, CA City & County Unified School District General Obligation, Election 2003, Series C, 5.000%, 06/15/22 (National Insured)		55,000		60,476
San Joaquin County, CA Transportation Authority Sales Tax Revenue, Measure K, Series A, 5.000%, 03/01/27		50,000		54,906
San Jose, CA Unified School District General Obligation, Election 2002, Series C, 5.000%, 08/01/24 (FGIC Insured)		200,000		218,090
San Juan, CA Unified School District General Obligation, 4.000%, 08/01/26		30,000		31,120
San Juan, CA Unified School District General Obligation, Election 2002, Series A, 5.000%, 08/01/16 (National Insured)		150,000		155,325
San Mateo Joint Powers Financing Authority Capital Projects Lease Revenue, Series A, 5.000%, 07/15/17		25,000		28,239
San Mateo Joint Powers Financing Authority Capital Projects Lease Revenue, Series A, 5.000%, 07/15/24		225,000		254,311
Santa Ana, CA Unified School District General Obligation, Series A, 5.250%, 08/01/26		500,000		552,355
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		115,306
Santa Clara County, CA East Side Union High School District General Obligation, Series A, 4.000%, 09/01/18 (AMBAC Insured)		75,000		81,472
Santa Clara County, CA East Side Union High School District General Obligation, Series B, 5.100%, 02/01/16 (National Insured)		250,000		271,180
Santa Clara County, CA East Side Union High School District General Obligation, Series B, 5.250%, 02/01/24 (National Insured)		40,000		46,276
Santa Clara County, CA Financing Authority Lease Revenue, Series A, 5.000%, 11/15/21		185,000		211,707
Sierra Sands, CA Unified School District General Obligation, Series A, 5.000%, 11/01/22 (FGIC Insured)		50,000		52,068
Sierra, CA Joint Community College District, School Facilities District No. 1, Election 2004, 5.000%, 08/01/24 (National Insured)		100,000		109,429
Sierra, CA Joint Community College District, School Facilities District No. 1, Election 2004, 5.000%, 08/01/25 (National Insured)		100,000		109,054
Snowline, CA Joint Unified School District Refunding Project, 4.250%, 09/01/20 (Assured Guaranty)		50,000		54,401
Solano County, CA Community College District, 4.000%, 08/01/15 (National Insured)		25,000		26,504
Solano County, CA Community College District, 5.000%, 08/01/16 (National Insured)		40,000		42,880
Solano County, CA COP, 4.250%, 11/15/15		25,000		26,518
Sonoma County, CA Junior College District General Obligation, Series D, 5.000%, 08/01/16		15,000		16,851
South Western, CA Community College District General Obligation, 5.000%, 08/01/23 (National Insured)		285,000		305,908
Southern California Public Power Authority Revenue, Southern Transmission Project, Series B, 5.750%, 07/01/24		75,000		88,613

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

Managers California Intermediate Tax-Free Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Municipal Bonds - 93.4% (continued)
State Center, CA Community College District General Obligation, Election 2002, Series A, 4.000%, 08/01/16 (AGM Insured)	$	60,000	$	65,105
Sweetwater, CA Authority Water Revenue, 5.000%, 04/01/17 (AMBAC Insured)		50,000		52,922
Tahoe-Truckee, CA Unified School District General Obligation, 5.500%, 08/01/19 (National Insured)		75,000		89,477
Tracy, CA Joint Unified School District General Obligation, Election 2006, 5.000%, 08/01/25 (Assured Guaranty)		100,000		107,704
Upland, CA Unified School District General Obligation, 5.000%, 08/01/22		25,000		29,470
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/16 (National Insured)		120,000		127,243
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/17 (National Insured)		40,000		42,272
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/22 (National Insured)		15,000		15,574
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/25 (AMBAC Insured)		350,000		362,920
Vacaville, CA Unified School District General Obligation, Election 2001, 5.000%, 08/01/26 (AMBAC Insured)		85,000		87,707
Val Verde, CA Unified School District General Obligation, Election 2008, Series A, 5.500%, 08/01/22		100,000		114,044
Wasco, CA Union High School District General Obligation, Election 2008, Series B, 4.000%, 08/01/25 (AGM Insured)		35,000		35,075
West Contra Costa, CA Unified School District General Obligation, Election 2005, Series B, 6.000%, 08/01/21		75,000		93,602
West Valley-Mission, CA Community College District General Obligation, Election 2012, Series A, 5.000%, 08/01/26		50,000		57,016
Westlands, CA Water District Revenue, Series A, 5.000%, 09/01/27 (AGM Insured)		100,000		109,310
Wiseburn, CA School District, Class A, 5.000%, 08/01/16 (National Insured)		75,000		80,117
Yosemite, CA Community College District General Obligation, Unrefunded, Election 2004, Series A, 5.000%, 08/01/22 (FGIC Insured)		95,000		100,313
Yuba, CA Community College District General Obligation, Election 2006, Series A, 5.000%, 08/01/23 (AMBAC Insured)		90,000		98,149
Yuba, CA Community College District General Obligation, Election 2006, Series A, 5.000%, 08/01/24 (AMBAC Insured)		25,000		27,151
Total Municipal Bonds (cost $16,831,730)				17,537,781

	Shares
Other Investment Companies - 5.6%¹
BlackRock Liquidity Funds, California Money Fund - Institutional Class Shares, 0.01% (cost $1,045,681)		1,045,681		1,045,681
Total Investments - 99.0% (cost $17,877,411)²				18,583,462
Other Assets, less Liabilities - 1.0%				197,020
Net Assets - 100.0%			$	18,780,482

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

Notes to Schedule of Portfolio Investments

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 $17,877,411 for Federal income tax purposes at October 31, 2013, the aggregate gross unrealized appreciation and depreciation were $802,484 and $96,433, respectively, resulting in net unrealized appreciation of investments of $706,051.

¹	Yield shown represents the October 31, 2013, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

At October 31, 2013, the concentration of the Fund’s investments by state or territory determined as a percentage of net assets was as follows: California 93.0% and Puerto Rico 0.4%. At October 31, 2013, 62.1% 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 31.6% and AGM 14.2%.

The following table summarizes the inputs used to value the Fund’s net assets by the fair value hierarchy levels as of October 31, 2013: (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 California Intermediate Tax-Free Fund
Investments in Securities
Municipal Bonds^†		—	$	17,537,781		—	$	17,537,781
Other Investment Companies	$	1,045,681		—		—		1,045,681

Total Investments in Securities	$	1,045,681	$	17,537,781		—	$	18,583,462

†	The municipal bonds held in the Fund are Level 2 securities. For a detailed breakout of the bonds by major classification, please refer to the Schedule of Portfolio Investments.

As of October 31, 2013, the Fund had no transfers between levels from the beginning of the reporting period.


Investment Abbreviations:

AMBAC:	Ambac Assurance Corp.	FGIC:	Financial Guaranty Insurance Company
AGM:	Assured Guaranty Municipal Corp.	FSA:	FSA Capital, Inc.
COP:	Certificates of Participation	National:	National Public Finance Guarantee Corp.

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

Statement of Assets and Liabilities

October 31, 2013


Assets:
Investments at value*	$	18,583,462
Dividends, interest and other receivables		217,798
Receivable from affiliate		10,471
Prepaid expenses		4,300
Total assets		18,816,031
Liabilities:
Payable for Fund shares repurchased		362
Accrued expenses:
Investment advisory and management fees		6,443
Administrative fees		4,027
Custodian		16,149
Professional fees		7,344
Trustees fees and expenses		27
Other		1,197
Total liabilities		35,549

Net Assets	$	18,780,482
Net Assets Represent:
Paid-in capital	$	17,831,434
Undistributed net investment income		2,877
Accumulated net realized gain from investments		240,120
Net unrealized appreciation of investments		706,051
Net Assets	$	18,780,482
Shares outstanding		1,717,503
Net asset value, offering and redemption price per share	$	10.93
* Investments at cost	$	17,877,411

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

Statement of Operations

For the fiscal year ended October 31, 2013


Investment Income:
Interest income	$	1,089,602
Dividend income		79
Total investment income		1,089,681
Expenses:
Investment advisory and management fees		107,136
Administrative fees		67,880
Custodian		31,196
Professional fees		28,327
Extraordinary expense		4,582
Registration fees		3,891
Transfer agent		3,149
Reports to shareholders		1,843
Trustees fees and expenses		945
Miscellaneous		1,006
Total expenses before offsets		249,955
Expense reimbursements		(95,949	)
Net expenses		154,006
Net investment income		935,675
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		518,414
Net change in unrealized appreciation (depreciation) of investments		(1,338,134	)
Net realized and unrealized loss		(819,720	)

Net increase in net assets resulting from operations	$	115,955

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

Statements of Changes in Net Assets

For the fiscal year ended October 31,


	2013			2012
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	935,675		$	971,750
Net realized gain on investments		518,414			61,220
Net change in unrealized appreciation (depreciation) of investments		(1,338,134	)		1,122,413
Net increase in net assets resulting from operations		115,955			2,155,383
Distributions to Shareholders:
From net investment income		(931,222	)		(971,750	)
Capital Share Transactions:
Proceeds from sale of shares		6,246,337			1,402,727
Reinvestment of dividends and distributions		481,406			440,362
Cost of shares repurchased		(14,825,252	)		(2,195,616	)
Net decrease from capital share transactions		(8,097,509	)		(352,527	)
Total increase (decrease) in net assets		(8,912,776	)		831,106
Net Assets:
Beginning of year		27,693,258			26,862,152
End of year	$	18,780,482		$	27,693,258
End of year undistributed net investment income (loss)	$	2,877		$	(1,576	)

Share Transactions:
Sale of shares		568,156			126,691
Reinvested shares from dividends and distributions		43,858			39,930
Shares repurchased		(1,378,364	)		(199,729	)
Net increase (decrease) in shares		(766,350	)		(33,108	)

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

Managers California Intermediate Tax-Free Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,
	2013			2012			2011			2010			2009
Net Asset Value, Beginning of Year	$	11.15		$	10.67		$	10.72		$	10.40		$	9.84
Income from Investment Operations:
Net investment income		0.38	¹		0.39	¹		0.39			0.34			0.32
Net realized and unrealized gain (loss) on investments		(0.22	)¹		0.48	¹		(0.05	)		0.32			0.55
Total from investment operations		0.16			0.87			0.34	��		0.66			0.87
Less Distributions to Shareholders from:
Net investment income		(0.38	)		(0.39	)		(0.39	)		(0.34	)		(0.31	)
Total distributions to shareholders		(0.38	)		(0.39	)		(0.39	)		(0.34	)		(0.31	)
Net Asset Value, End of Year	$	10.93		$	11.15		$	10.67		$	10.72		$	10.40
Total Return²		1.42	%		8.27	%		3.27	%		6.41	%		8.97	%
Ratio of net expenses to average net assets (with offsets/reductions)		0.57	%⁴		0.55	%		0.55	%		0.55	%		0.55	%
Ratio of expenses to average net assets (with offsets)		0.57	%⁴		0.55	%		0.55	%		0.55	%		0.55	%
Ratio of total expenses to average net assets (without offsets/reductions)³		0.92	%⁴		0.90	%		0.90	%		0.96	%		0.86	%
Ratio of net investment income to average net assets²		3.45	%⁴		3.56	%		3.69	%		3.20	%		3.08	%
Portfolio turnover		10	%		5	%		8	%		64	%		152	%
Net assets at end of year (000’s omitted)	$	18,780		$	27,693		$	26,862		$	31,315		$	31,181

Notes to Financial Highlights

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

¹	Per share numbers have been calculated using average shares.

²	Total returns and net investment income would have been lower had certain expenses not been offset.

³	Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses.

⁴	Includes non-routine extraordinary expenses amounting to 0.017% of average net assets.

Notes to Financial Statements

October 31, 2013

1.Summary of Significant Accounting Policies

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 periods. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

a.Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Fund’s investments are generally valued based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Funds (the “Board”).

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. The 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. 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 valuation may differ depending on the method used and the factors considered in determining value according to the Fund’s fair value procedures.

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)

Notes to Financial Statements (continued)

markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, 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)

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

The Fund has a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”), the Fund’s custodian, whereby the Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custody expenses that would otherwise be charged to the Fund. For the fiscal year ended October 31, 2013, the custodian expense was not reduced.

Overdrafts fees are computed at 1% above the effective Federal Funds rate on the day of the overdraft. Prior to January 1, 2013 the rate was 2% above the effective Federal Funds rate. For the fiscal year ended October 31, 2013, the overdraft fees for the Fund equaled $3.

d. Dividends and Distributions

shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. The most common differences are due to differing treatments for losses deferred due to wash sales and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

The tax character of distributions paid during the fiscal years ended October 31, 2013 and October 31, 2012 were as follows:


	2013		2012
Distributions paid from:
Ordinary income	$	931,222	$	971,750
Short-term capital gains		—		—
Long-term capital gains		—		—

	$	931,222	$	971,750

As of October 31, 2013, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:


Capital loss carryforward		—
Undistributed ordinary income		2,877
Undistributed short-term capital gains		—
Undistributed long-term capital gains	$	240,120
Post-October loss deferral		—

e. Federal Taxes

The 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.

Management has analyzed the Fund’s tax positions taken on Federal income tax returns as of October 31, 2013 and for all open tax years and has concluded that no provision for federal income tax is required in the Fund’s financial statements. 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.

Notes to Financial Statements (continued)

carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward retain their tax character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

f. Capital Loss Carryovers and Deferrals

For the fiscal year ended October 31, 2013, the Fund had no accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes. If the Fund had incurred net capital losses, such amounts may be used to offset future realized capital gains, if any, through an expiration date or in the case of post-enactment losses, for an unlimited time period.

For the fiscal year ended October 31, 2013, the Fund utilized capital loss carryovers in the amount of $278,294.

g. Capital Stock

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 one or more portfolio managers who serves pursuant to a subadvisory agreement with the Investment Manager.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the fiscal year ended October 31, 2013, the annual investment management fee rates, as a percentage of average daily net assets, were as follows:


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	%

The Investment Manager has contractually agreed, through March 1, 2014, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (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 0.55% of the Fund’s average daily net assets.


Reimbursement Available - 10/31/12	$	321,401
Additional Reimbursements		95,949
Repayments		—
Expired Reimbursements		(125,527	)

Reimbursement Available - 10/31/13	$	291,823

The Fund 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 0.25% per annum of the Fund’s average daily net assets for this service.

The aggregate annual retainer paid to each Independent Trustee of the Board is $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trust receives an additional payment of $25,000 per year. The Chairman of the Audit Committee receives an additional payment of $10,000 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.

Prior to January 1, 2013, the annual retainer paid to each Independent Trustee of the Board was $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trust formerly received an

Notes to Financial Statements (continued)

additional payment of $20,000 per year. The Chairman of the Audit Committee formerly received an additional payment of $8,000 per year.

3. Purchases and Sales of Securities

Purchases and sales of securities (excluding short-term and U.S. Government obligations) for the fiscal year ended October 31, 2013, were $2,687,433 and $11,073,405, respectively. There were no purchases or sales of U.S. Government obligations for the Fund.

4. Portfolio Securities Loaned

The Fund participates in a securities lending program offered by BNYM (the “Program”), providing for the lending of securities to qualified brokers. Securities lending income includes 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 received on all securities loaned is accepted in cash 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. Cash collateral is held in a separate account managed by BNYM, who is authorized to exclusively enter into overnight government repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested. For the fiscal year ended October 31, 2013, the Fund had no lending.

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 a Fund that have not yet occurred. However, based on experience, the Fund had no prior claims or losses and expect the risks of loss to be remote.

6. New Accounting Pronouncements

7. Subsequent Events

At a meeting held on September 19-20, 2013, the Trust’s Board of Trustees approved a plan to liquidate and terminate the Managers California Intermediate Tax-Free Fund. The Fund was liquidated on November 18, 2013.

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

Tax Information (unaudited)

Managers California Intermediate Tax-Free Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2012/2013 Form 1099-DIV you will receive for the Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, Managers California Intermediate Tax-Free Fund hereby designates $240,120 as a capital gain distribution with respect to the taxable fiscal year ended October 31, 2013, or if subsequently determined to be different, the net capital gains of such year.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Managers Trust I and the Shareholders of Managers California Intermediate Tax-Free Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Managers California Intermediate Tax-Free Fund (the “Fund”) at October 31, 2013, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 26, 2013

Trustees and Officers

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:


Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Bruce B. Bingham, 12/01/48 • Trustee since 2012 • Oversees 40 Funds in Fund Complex		Partner, Hamilton Partners (real estate development firm) (1987-Present).

William E. Chapman, II, 9/23/41 • Independent Chairman • Trustee since 2000 • Oversees 40 Funds in Fund Complex		President and Owner, Longboat Retirement Planning Solutions (1998-Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002-2009); Trustee Emeritus of Bowdoin College (2013-Present), Trustee of Bowdoin College (2002-2013); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Edward J. Kaier, 9/23/45 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007-Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977-2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Kurt Keibacker, 10/05/63 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Managing Member, TechFund Europe (2000-Present); Managing Member, TechFund Capital (1997-Present)

Steven J. Paggioli, 4/03/50 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Independent Consultant (2002-Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986-2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990-2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991-2001); Trustee, Professionally Managed Portfolios (38 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 – Present); Trustee of Aston Funds (26 portfolios).

Richard F. Powers, III, 2/02/46 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Adjunct Professor, Boston College (2011-Present); Director of Ameriprise Financial Inc. (2005-2009)

Eric Rakowski, 6/05/58 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).

Victoria Sassine, 8/11/65 • Trustee since 2013 • Oversees 40 Funds in Fund Complex		Lecturer, Babson College (2007 – Present)


Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Thomas R. Schneeweis, 5/10/47 • Trustee since 2000 • Oversees 40 Funds in Fund Complex		Professor Emeritus, University of Massachusetts (2013 - Present); Director, CISDM at the University of Massachusetts, (1996-Present); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-Present); Partner, S Capital Management, LLC (2007-Present); President, TRS Associates (1982-Present); Professor of Finance, University of Massachusetts (1977-2013); Partner, White Bear Partners, LLC (2007-2010); Partner, Northampton Capital Management, LLC (2004-2010); Trustee of Aston Funds (26 portfolios).
* The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.

*Interested Trustees*

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.

Name, Date of Birth, Number of Funds Overseen in Fund Complex*		Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Christine C. Carsman, 4/02/52 • Trustee since 2011 • Oversees 40 Funds in Fund Complex		Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004-2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004).

*Officers*

Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years
Keitha L. Kinne, 5/16/58 • President since 2012 • Chief Operating Officer since 2007		Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007-Present); Chief Operating Officer, The Managers Funds, Managers AMG Funds and Managers Trust II (2007-Present); Chief Investment Officer, Managers Investment Group LLC (2008-Present); President, Managers Distributors, Inc. (2012-Present); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

Lewis Collins, 2/26/66 • Secretary since 2011 • Chief Legal Officer since 2011		Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010-Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006-2010); Senior Counsel, Affiliated Managers Group, Inc. (2002-2006); Attorney, Ropes & Gray LLP (1998-2002).

Trustees and Officers (continued)


Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years
Donald S. Rumery, 5/29/58 • Chief Financial Officer since 2007 • Treasurer since 2000		Senior Vice President, Managers Investment Group LLC (2005-Present); Treasurer, The Managers Funds (1995-Present); Treasurer, Managers AMG Funds (1999-Present); Treasurer, Managers Trust II (2000-Present); Chief Financial Officer, The Managers Funds, Managers AMG Funds and Managers Trust II (2007-Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000-2012); Vice President, The Managers Funds LLC, (1994-2004).

John J. Ferencz, 3/09/62 • Chief Compliance Officer since 2010		Vice President, Legal and Compliance, Managers Investment Group LLC (2010-Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005-2010).


Name, Date of Birth, Position(s) Held with Fund and Length of Time Served		Principal Occupation(s) During Past 5 Years
Michael S. Ponder, 9/12/73 • Assistant Secretary since 2011		Senior Vice President and Counsel, Managers Investment Group LLC (2011-Present); Attorney, DeNovo Legal (2009-2010); Vice President, Credit Suisse (2007-2009); Associate, Willkie Farr & Gallagher LLP (2006-2007).

Matthew B. Wallace, 11/24/80 • Anti-Money Laundering Compliance Officer since 2012		Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012-Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010-2012); Compliance Specialist, Calamos Advisors LLC (2007-2010).

Annual Renewal of Investment Management and Subadvisory Agreements

On June 20-21, 2013, the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for Managers California Intermediate Tax-Free Fund (the “Fund”) and the Subadvisory Agreement for the Subadvisor. The Independent Trustees were separately represented by independent counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and the Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (each a “Peer Group”), performance information for relevant benchmark indices (each a “Fund Benchmark”) and, with respect to the Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 20-21, 2013, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisor under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreement; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

Nature, extent and quality of services.

Investment Manager: performs periodic detailed analysis and reviews of the performance by the Subadvisor of its obligations to the Fund, including without limitation a review of the Subadvisor’s investment performance in respect of the Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadvisor and other information regarding the Subadvisor, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadvisor responsible for performing the Subadvisor’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadvisor and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadvisor; assists the Board and management of the Trust in developing and reviewing information with respect to the annual consideration of the Subadvisory Agreement; prepares recommendations with respect to the continued retention of the Subadvisor or the replacement of the Subadvisor; identifies potential successors to or replacements of the Subadvisor or potential additional Subadvisors, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional Subadvisor; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain contractual expense limitations for the Fund. The Trustees also considered the Investment Manager’s risk management processes.

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

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

Performance.

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

Advisory Fees and Profitability.

Trustees also considered management’s discussion of the current asset levels of the Fund, and considered the impact on profitability of the current asset levels and any future growth of assets of the Fund. The Board took into account management’s discussion of the current advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadvisor. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Fund operates in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for the Fund at this time. With respect to economies of scale, the Trustees also noted that as the Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.

Subadvisory Fees and Profitability.

In considering the reasonableness of the fee payable by the Investment Manager to the Subadvisor the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Subadvisor is not affiliated with the Investment Manager. In addition, the Trustees considered other potential benefits of the subadvisory relationship to the Subadvisor, including, among others, the indirect benefits that the Subadvisor may receive from the Subadvisor’s relationship with the Fund, including any so-called “fallout benefits” to the Subadvisor, such as reputational value derived from the Subadvisor serving as Subadvisor to the Fund. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. As a consequence of all of the foregoing, the cost of services to be provided by the Subadvisor and the profitability to the Subadvisor of its relationship with the Fund were not material factors in the Trustees’ deliberations. For similar reasons, the Trustees did not consider potential economies of scale in the management of the Fund to be a material factor in their deliberations at this time.

The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. Also with respect to economies of scale, the Trustees noted that as the Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

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

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year,

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

5-year and 10-year periods ended March 31, 2013 was above the median performance of the Peer Group and above, above, slightly below and above, respectively, the performance of the Fund Benchmark, the Barclays 5-Year Municipal Bond Index. The Trustees took into account management’s discussion of the Fund’s performance, including the fact that the Fund ranked in the top quintile of the Peer Group for the 1-year and 10-year periods. The Trustees concluded that the Fund’s performance has been satisfactory.

Advisory Fees.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2013 were higher and lower, respectively, than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2014, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.55%. The Board also took into account management’s discussion of the Fund’s expenses and the current size of the Fund. The Board noted that the Fund’s advisory fee contains breakpoints. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees, including subadvisory fees, are reasonable.

* * * *

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

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and the Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 20-21, 2013, the Trustees, including a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement (as applicable) for the Fund.

PROXY RESULTS

A special meeting of shareholders of Managers Trust I was held on July 2, 2013. With respect to the proposals to amend certain “fundamental” investment restrictions of the Funds, the meeting was adjourned to August 20, 2013 with respect to Managers California Intermediate Tax-Free Fund (the “Fund”). With respect to the proposals to amend and restate the Amended and Restated Declaration of Trust the meeting was adjourned to August 20, 2013, and October 22, 2013 with respect to the Fund. The proposals and results of the votes are summarized below.


	All Funds in Trust
Managers Trust I	For		Withheld
Election of Directors	(in $ NAV, rounded to the nearest dollar)
Bruce Bingham	$	130,861,528	$	4,865,035
William E. Chapman, II		130,740,436		4,986,127
Edward J. Kaier		130,926,087		4,800,475
Steven J. Paggioli		130,924,285		4,802,277
Erik Rakowski		130,841,911		4,884,651
Thomas R. Schneeweis		130,778,924		4,947,639
Christine C. Carsman		131,045,716		4,680,846
Kurt Keilhacker		130,714,266		5,012,297
Richard F. Powers III		130,640,619		5,085,943
Victoria Sassine		130,736,799		4,989,763


	Managers California Intermediate Tax-Free Fund
	For		Against		Abstain		Broker Non-Votes
To amend “fundamental” restrictions of the Funds with respect to:	(in $NAV, rounded to the nearest dollar)
Issuance of Senior Securities	$	1,160,729	$	32,378	$	108,580	$	93,231
Borrowing		1,108,542		37,744		155,402		93,231
Lending		1,115,861		30,425		155,402		93,231
The Underwriting of Securities		1,147,375		43,035		111,277		93,231
Purchasing and Selling Commodities		1,149,149		44,116		108,422		93,231
Purchasing and Selling Real Estate		1,151,824		44,138		105,725		93,231
Diversification of Investments		n/a		n/a		n/a		n/a
Concentrating Investments in a Particular Industry		1,175,361		16,801		109,525		93,231


	Managers California Intermediate Tax-Free Fund
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	2,077,232	$	35,443	$	121,932	$	93,231
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		2,078,381		29,350		126,876		93,231
Other Changes		2,028,161		18,283		188,164		93,231

PROXY RESULTS (continued)


	All Funds in Trust
	For		Against		Abstain		Broker Non-Votes
To amend and restate the Agreement and Declaration of the Trust relating to:	(in $NAV, rounded to the nearest dollar)
Declaration of Trust Amendment Procedures	$	103,436,490	$	6,791,454	$	8,004,062	$	31,237,912
Merger, Consolidation, Sale of Assets and Termination of Trust, Series or Classes		103,680,568		6,329,177		8,222,262		31,237,912
Other Changes		102,553,456		6,934,916		8,743,634		31,237,912

THIS PAGE INTENTIONALLY LEFT BLANK

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

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

LOGO

MANAGERS AND MANAGERS AMG FUNDS


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

REAL ESTATE SECURITIES	YACKTMAN
CenterSquare Investment Management, Inc.	YACKTMAN FOCUSED
	Yacktman Asset Management LP

www.managersinvest.com

LOGO

Item 2.

CODE OF ETHICS

Registrant has adopted a Code of Ethics. See attached Exhibit (a)(1).

Item 3.

AUDIT COMMITTEE FINANCIAL EXPERT

Registrant’s Board of Trustees has determined that independent Trustees Mr. Edward J. Kaier and Mr. Steven J. Paggioli each qualify as the Audit Committee Financial Expert. Mr. Kaier and Mr. Paggioli are “independent” as such term is defined in Form N-CSR.

Item 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a) Audit Fees

The aggregate fees billed by PwC to the Fund for the Funds’ two most recent fiscal years for professional services rendered for audits of annual financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements (“Audit Fees”) were as follows:


	Fiscal 2013		Fiscal 2012
Managers AMG FQ Tax-Managed U.S. Equity Fund		14,074		20,762
Managers AMG FQ U.S. Equity Fund		15,711		20,548
Managers AMG FQ Global Alternatives Fund		17,231		28,485
Managers AMG FQ Global Essentials Fund		16,548		24,182
Managers Frontier Small Cap Growth Fund		15,572		22,914
Managers Micro-Cap Fund		17,213		17,402
Managers Real Estate Securities Fund		13,082		19,976
Managers PIMCO Bond Fund		85,588		64,657
Managers CA Intermediate Tax-Free Fund		19,590		18,646
Managers AMG TSCM Growth Equity Fund		15,071		16,932

(b) Audit-Related Fees

There were no fees billed by PwC to the Fund in its two recent fiscal years for services rendered for assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements, but are not reported as Audit Fees (“Audit-Related Fees”).

For the Funds’ two most recent fiscal years, there were no Audit-Related Fees billed by PwC for engagements related directly to the operations and financial reporting of one or more Funds by a Fund Service Provider. A Fund Service Provider is (a) any investment adviser to the Fund (not including any Subadvisor whose role is primarily portfolio management and is subcontracted with or overseen by another

investment adviser) or (b) any entity that provides ongoing services to the Fund and is controlling, controlled by or under common control with a Fund investment adviser described in (a).

The aggregate fees billed by PwC to the Funds for the two most recent fiscal years for professional services rendered for tax compliance, tax advice, and tax planning (“Tax Fees”) were as follows:


	Fiscal 2013		Fiscal 2012
Managers AMG FQ Tax-Managed U.S. Equity Fund		7,000		6,830
Managers AMG FQ U.S. Equity Fund		8,000		6,830
Managers AMG FQ Global Alternatives Fund		10,000		9,690
Managers AMG FQ Global Essentials Fund		10,000		9,690
Managers Frontier Small Cap Growth Fund		7,000		6,830
Managers Micro-Cap Fund		8,000		6,830
Managers Real Estate Securities Fund		9,000		8,930
Managers PIMCO Bond Fund		10,000		10,710
Managers CA Intermediate Tax-Free Fund		7,750		6,830
Managers AMG TSCM Growth Equity Fund		7,000		5,610

For the Funds’ two most recent fiscal years, Tax Fees billed by PwC for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Funds were $0 for fiscal 2013 and $0 for fiscal 2012, respectively.

The services for which Tax Fees were charged comprise all services performed by professional staff in PwC’s tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees

There were no other fees billed by PwC to the Funds for all other non-audit services (“Other Fees”) during the Funds’ two most recent fiscal years. During the same period, there were no Other Fees billed by PwC for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Funds.

According to policies adopted by the Audit Committee, services provided by PwC to the Funds must be pre-approved by the Audit Committee. On an annual basis, the Audit Committee reviews and pre-approves various types of services that PwC may perform for the Funds without specific

approval of each engagement, subject to specified budget limitations. As contemplated by the Sarbanes-Oxley Act of 2002 and related SEC rules, the Audit Committee also pre-approves non-audit services provided by PwC to any Fund Service Provider for any engagement that relates directly to the operations and financial reporting of the Funds. Any engagement that is not already pre-approved or that will exceed a pre-approved budget must be submitted to the Audit Committee for pre-approval. The Chairman of the Audit Committee is authorized on behalf of the Board of Trustees and the Audit Committee to approve the engagement of PwC to perform non-audit services subject to certain conditions, including notification to the Audit Committee of such pre-approval not later than the next meeting of the Audit Committee following the date of such pre-approval.

(e) (2) None.

(f) Not applicable.

(g) The aggregate fees billed by PwC in 2013 and 2012 for non-audit services rendered to the Funds and Fund Service Providers were $148,100 and $144,280, respectively. For the fiscal year ended October 31, 2013, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $64,350 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds. For the fiscal year ended October 31, 2012, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $65,500 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds.

(h) The Trust’s Audit Committee has considered whether the provision of non-audit services by registrant’s independent registered public accounting firm to the registrant’s investment advisor, and any entity controlling, controlled, or under common control with the investment advisor that provided ongoing services to the registrant that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the registrant) was compatible with maintaining the independence of the independent registered public accounting firm.

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 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 fourth fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to affect, the internal control over financial reporting.

Item 12.

EXHIBITS



(a)(1)		Any Code of Ethics or amendments hereto. Filed herewith.

(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, Chief Operating Officer

Date:		January 8, 2014

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, Chief Operating Officer

Date:		January 8, 2014


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

Date:		January 8, 2014

AMG Funds I N-CSRCertified annual shareholder report (management investment company)