SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [XX]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
- --------------------------
[XX] Preliminary Proxy Statement [ ] Confidential, For Use
of the Commission
Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
The Managers Funds
------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
- --------------------------------------------------
[XX] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<Page>
TABLE OF CONTENTS
<Table>
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 1
INSTRUCTIONS FOR EXECUTING PROXY CARD 3
PROXY STATEMENT 4
PROPOSAL 1: To amend the Declaration of
Trust to permit the creation of
multiple classes of shares for any
Fund 8
PROPOSAL 2: To Elect Peter M. Lebovitz as a
Trustee of the Trust 9
PROPOSAL 3: To Approve an Amendment to the
Investment Restriction Regarding
Underwriting Securities of Other
Issuers for Managers Money Market Fund 15
ADDITIONAL INFORMATION 16
Exhibits
- --------
Exhibit A - Proposed Amendment to
Declaration of Trust A-1
Exhibit B - Audit Committee Charter B-1
Exhibit C - Five Percent of Record or
Beneficial Owners of Each Fund's
Outstanding Shares C-1
</Table>
<Page>
Preliminary Copy
- ----------------
PLEASE VOTE
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
LOGO: [THE MANAGERS FUNDS]
Managers Value Fund
Managers Capital Appreciation Fund
Managers Small Company Fund
Managers Special Equity Fund
Managers International Equity Fund
Managers Emerging Markets Equity Fund
Managers Intermediate Bond Fund
Managers Bond Fund
Managers Global Bond Fund
Managers Money Market Fund
40 Richards Avenue
Norwalk, Connecticut 06854
800-835-3879
www.managersfunds.com
- ---------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
-----------------------------------------
TO BE HELD ON _______________, 2003 AT _____ A.M.
TO SHAREHOLDERS OF THE MANAGERS FUNDS:
On _______________, 2003, The Managers Funds (the
"Trust") will hold a special meeting of the shareholders of
Managers Value Fund, Managers Capital Appreciation Fund,
Managers Small Company Fund, Managers Special Equity Fund,
Managers International Equity Fund, Managers Emerging Markets
Equity Fund, Managers Intermediate Bond Fund, Managers Bond
Fund, Managers Global Bond Fund and Managers Money Market Fund
at the offices of The Managers Funds LLC (the "Manager"), 40
<Page>
Richards Avenue, Norwalk, Connecticut 06854. The special
meeting will begin at _____ a.m.
The meeting will be held for the following purposes:
1. To amend the Declaration of Trust to permit the
creation of multiple classes of shares for any
Fund;
2. To elect Peter M. Lebovitz as a Trustee of the
Trust; and
3. To approve an amendment to the investment
restriction regarding underwriting securities of
other issuers for Managers Money Market Fund.
Only those shareholders that owned shares in a Fund at
the close of business on _____________, 2003 can vote at
this meeting or any adjournments that may take place.
By Order of the Board of Trustees,
/s/ Donald S. Rumery
- ------------------------
Donald S. Rumery
Secretary
Norwalk, Connecticut
_____________, 2003
- ---------------------------------------------------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING
IN PERSON OR BY PROXY. IF YOU DO NOT EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD(S) IN THE POSTAGE PAID ENVELOPE OR BY FAX. YOU CAN
ALSO VOTE BY TELEPHONE OR ON THE INTERNET.
- ---------------------------------------------------------------
2
<Page>
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for signing proxy cards may
be of assistance to you and may help to avoid the time and
expense involved in validating your vote if you fail to sign
your proxy card properly.
1. Individual Accounts: Sign your name exactly as it
appears on the proxy card.
2. Joint Accounts: Either party may sign, but the name of
the party signing should conform exactly to a name shown
on the proxy card.
3. All Other Accounts: The capacity of the individual
signing the proxy card should be indicated unless it is
reflected in the name of the proxy card. For example:
<Table>
Registration Valid Signature
========================= =========================
Corporate Accounts
- ------------------
(1) ABC Corp. (1) ABC Corp.
John Doe, Treasurer
(2) ABC Corp. (2) John Doe, Treasurer
c/o John Doe,
Treasurer
(3) ABC Corp. Profit Sharing Plan (3) John Doe, Trustee
Trust Accounts:
- ---------------
(1) ABC Trust (1) Jane Doe, Trustee
(2) Jane Doe, Trustee (2) Jane Doe
u/t/d 12/28/78
Custodial Accounts:
- -------------------
(1) John Smith, Cust. (1) John Smith
f/b/o John Smith, Jr. UGMA
(2) John Smith, Jr. (2) John Smith, Jr.,
Executor
</Table>
3
<Page>
[LOGO: THE MANAGERS FUNDS]
MANAGERS VALUE FUND
MANAGERS CAPITAL APPRECIATION FUND
MANAGERS SMALL COMPANY FUND
MANAGERS SPECIAL EQUITY FUND
MANAGERS INTERNATIONAL EQUITY FUND
MANAGERS EMERGING MARKETS EQUITY FUND
MANAGERS INTERMEDIATE BOND FUND
MANAGERS BOND FUND
MANAGERS GLOBAL BOND FUND
MANAGERS MONEY MARKET FUND
40 RICHARDS AVENUE
NORWALK, CONNECTICUT 06854
800-835-3879
www.managersfunds.com
---------------------
PROXY STATEMENT
---------------------
FOR A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON ______________, 2003
INTRODUCTION
- ------------
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Trustees (the
"Trustees") of The Managers Funds (the "Trust") for use at a
special meeting and any adjournment (the "Meeting") of the
shareholders of Managers Value Fund, Managers Capital
Appreciation Fund, Managers Small Company Fund, Managers
Special Equity Fund, Managers International Equity Fund,
Managers Emerging Markets Equity Fund, Managers Intermediate
Bond Fund, Managers Bond Fund, Managers Global Bond Fund and
Managers Money Market Fund (each a "Fund" and collectively, the
"Funds") to be held at the offices of The Managers Funds LLC
(the "Manager"), 40 Richards Avenue, Norwalk Connecticut, on
______________, 2003 at ____ a.m., Eastern Time.
The Trust is comprised of ten mutual funds, all of which
are the subject of this proxy statement. Each such mutual fund
is a separate series of the Trust. The Trust is a registered
management investment company under the Investment Company Act
of 1940, as amended (the "1940 Act"), and is organized as a
Massachusetts business trust. The Manager, a subsidiary of
Affiliated Managers Group, Inc. ("AMG"), serves as investment
manager of each Fund. Managers Distributors, Inc., a wholly-
owned subsidiary of the Manager, serves as the Funds'
distributor.
4
<Page>
The principal executive offices of the Trust are located
at 40 Richards Avenue, Norwalk, Connecticut 06854. The
enclosed proxy and this proxy statement are first being sent to
shareholders on or about ______________, 2003.
At the meeting, shareholders will be asked to act on the
following:
* Shareholders of all Funds will be asked to approve
an amendment to the Declaration of Trust permitting
the Trustees to establish multiples classes of
shares for any Fund. (Proposal 1). The proposed
amendment is attached as Exhibit A to this proxy
statement.
* Shareholders of all Funds will be asked to elect
Peter M. Lebovitz as a Trustee of the Trust.
(Proposal 2).
* Shareholders of Managers Money Market Fund only
will be asked to approve an amendment to the Fund's
investment restriction regarding underwriting
securities of other issuers. (Proposal 3).
The following table illustrates the matters on which
shareholders of each Fund will vote:
<Table>
PROPOSAL 1 2 3
- -------------------------- ----- ----- -----
MANAGERS VALUE FUND X X
MANAGERS CAPITAL
APPRECIATION FUND X X
MANAGERS SMALL COMPANY FUND X X
MANAGERS SPECIAL EQUITY FUND X X
MANAGERS INTERNATIONAL
EQUITY FUND X X
MANAGERS EMERGING MARKETS
EQUITY FUND X X
MANAGERS INTERMEDIATE BOND FUND X X
MANAGERS BOND FUND X X
MANAGERS GLOBAL BOND FUND X X
MANAGERS MONEY MARKET FUND X X X
</Table>
All properly executed proxy cards received prior to the
Meeting will be voted at the Meeting in accordance with the
marked instructions. Unless instructions are marked to the
contrary, shares represented by the proxies will be voted FOR
all the proposals. Any shareholder may revoke his or her proxy
card(s) at any time prior to the Meeting by (i) sending written
notice of revocation to the Secretary of the Trust, (ii) the
subsequent execution and return of another proxy prior to the
Meeting, (iii) submitting a subsequent telephone vote, (iv)
submitting a subsequent internet vote, or (v) being present and
voting in person at the Meeting and giving oral notice of
revocation to the Chairman of the Meeting. The persons
designated as proxies, in their discretion, may vote upon such
other matters as may properly come before the meeting. The
Board of Trustees of the Trust is not aware of any other
matters to come before the Meeting.
Holders of record of the shares of the Fund at the close
of business on ____________, 2003 (the "Record Date"), as to
any matter on which they are entitled to vote, will be entitled
5
<Page>
to one vote per share and a fractional vote on each fractional
share on all business presented at the Meeting.
The following table sets forth the number of shares of
beneficial interest outstanding of each Fund as of the Record
Date:
<Table>
FUND SHARES OUTSTANDING
- ---------------------------------- ---------------------
Managers Value Fund
Managers Capital Appreciation Fund
Managers Small Company Fund
Managers Special Equity Fund
Managers International Equity Fund
Managers Emerging Markets Equity Fund
Managers Intermediate Bond Fund
Managers Bond Fund
Managers Global Bond Fund
Managers Money Market Fund
</Table>
Under the By-Laws of the Trust, shares held by two or
more persons (whether as joint tenants, co-fiduciaries or
otherwise) will be voted as follows: (1) if only one person
votes, his or her vote will bind all others; (2) if more than
one person votes and such persons disagree as to any vote to be
cast, the proxy will not be voted as to that item of business.
In the event that the necessary quorum to transact
business or the vote required to approve any proposal is not
obtained at the Meeting, the individuals named as proxies may
propose one or more adjournments of the Meeting in accordance
with the applicable law to permit further solicitation of
proxies. A shareholder vote may be taken on any proposal in
this proxy statement prior to such adjournment if sufficient
votes have been received. Any such adjournment will require
the affirmative vote of a majority of the shares present in
person at the Meeting or represented by proxy.
Each of Proposals 1 and 2 will be voted on by the
shareholders of all Funds, voting as a single class. Approval
of Proposal 1 requires the affirmative vote of the lesser of
(i) 67% of the voting securities of the Trust present in person
at the Meeting or represented by proxy, if holders of more than
50% of the shares of the Trust outstanding on the record date
are present, in person or by proxy, or (ii) more than 50% of
the outstanding shares of the Trust on the record date.
Approval of Proposal 2 requires a plurality of the shares of
the Trust outstanding and entitled to vote at the Meeting, with
shareholders of all Funds voting together. Approval of
Proposal 3 for Managers Money Market Fund requires the
affirmative vote of the lesser of (i) 67% of the voting
securities of Managers Money Market Fund present in person at
the Meeting or represented by proxy, if holders of more than
50% of the shares of Managers Money Market Fund outstanding on
the record date are present, in person or by proxy, or
(ii) more than 50% of the outstanding shares of Managers Money
Market Fund on the record date.
6
<Page>
Abstentions and broker non-votes (i.e., proxies sent in
by brokers and other nominees which cannot be voted on the
proposal(s) because the beneficial owners have not given
instructions) will be considered to be shares present at the
Meeting, but not voting in favor of Proposals 1 and 3 and will
therefore have the effect of a "no" vote. For Proposal 2,
abstentions and broker non-votes will not have any effect on
the outcome of the vote.
Shareholders can vote by marking the enclosed proxy
card(s) and returning the card(s) in the postage-paid envelope.
Shareholders can also vote by faxing their proxy card(s) to the
Trust at [(203) 831-4120] or by calling [(800) 690-6903] and
recording their vote by telephone or on the internet at
[http://www.proxyvote.com.] Any shareholder who has given a
proxy has the right to revoke the proxy any time prior to its
exercise:
* By written notice of the proxy's revocation to the
Secretary of the Trust at the above address prior
to the Meeting;
* By the subsequent execution and return of another
proxy prior to the Meeting;
* By submitting a subsequent telephone vote;
* By submitting a subsequent internet vote; or
* By being present and voting in person at the
Meeting and giving oral notice of revocation to the
Chairman of the Meeting.
7
<Page>
PROPOSAL 1: TO AMEND THE DECLARATION OF TRUST TO PERMIT THE
CREATION OF MULTIPLE CLASSES OF SHARES FOR ANY FUND
(Shareholders of All Funds)
The purpose of this proposal is to approve the adoption
of an amendment (the "Proposed Amendment") to the Trust's
Declaration of Trust that provides that the Trustees, without
shareholder approval, may divide the shares of any Fund into
two or more classes of shares. Separate classes are common in
the mutual fund industry, and are an efficient way of offering
a specific investment strategy to different types of investors
without creating separate funds for each type of investor.
Each class of a Fund represents an interest in the same
portfolio of securities held by that Fund but may have
different dividend, liquidation voting and other rights, and
may be offered with different service features, distribution
arrangements and fees. Each class might also be subject to
different minimum investment requirements, exchange privileges
and other features.
The Declaration of Trust does not currently contemplate
the establishment of multiple classes of shares of any Fund.
Furthermore, the Declaration of Trust does not currently permit
the Trustees, without shareholder approval, to amend the
Declaration of Trust, except in limited circumstances. As a
consequence, the Funds have been unable to offer alternative
class structures that address the unique needs of different
types of investors. The Manager has informed the Trustees that
market demand exists for additional classes of shares of the
Funds, and that offering additional classes may, over time,
enable the Funds to achieve higher total net assets, which may
result in potential cost savings for existing shareholders on a
per share basis.
The Proposed Amendment provides the Trustees with the
ability to create new classes of shares, divide existing Funds
into separate classes, and to take certain other actions
(including the liquidation of a class) as may be advisable
under the circumstances, in each case without a shareholder
vote. The Proposed Amendment will not affect the relative
rights, preferences and obligations of the shares held by
current shareholders. Accordingly, the Trustees believe the
proposed amendment would be in the interests of existing
shareholders of the Trust. A copy of the proposed amendment is
attached to this memorandum as Exhibit A.
Approval of the Proposed Amendment requires the
affirmative vote of a "majority of the outstanding voting
securities" of the Trust, as defined in the 1940 Act. In other
words, approval will require the affirmative vote of the lesser
of (i) a majority of all outstanding shares of the Trust and
(ii) 67% of the shares voted at a meeting at which a majority
of the shares are represented. Shareholders of all Funds will
vote together as a single class on this Proposal.
Adoption of the Proposed Amendment will not alter in any
way the Trustees' existing fiduciary obligations to act with
due care and in the shareholders' interests, and will not
result in any changes in the Board of Trustees or officers or
in the investment policies and shareholder services described
in the current prospectus for each of the Funds.
8
<Page>
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF PROPOSAL 1.
PROPOSAL 2: TO ELECT PETER M. LEBOVITZ AS A TRUSTEE OF THE TRUST
(Shareholders of All Funds)
The purpose of this proposal is to elect Peter M.
Lebovitz as a Trustee of the Trust. Mr. Lebovitz is the
President and Chief Executive Officer of the Trust and the
Manager. He was appointed to the Board on March 7, 2002 by the
other Trustees to fill the vacancy created by the expansion of
the board at that time.
The 1940 Act permits the Board to fill a vacancy on the
Board of Trustees without shareholder approval, but only if,
immediately thereafter, at least two-thirds of the Trustees
then holding office shall have been elected by the shareholders
of the Trust. Mr. Lebovitz is currently the only Trustee who
has not been elected by the shareholders of the Trust, but in
the future the Board of Trustees may need to fill additional
vacancies on the Board that may occur if a previously elected
Trustee resigns or is unable to serve or if the size of the
Board is expanded. If there were a number of such vacancies,
the Board of Trustees could be required by the 1940 Act to call
a shareholder meeting to fill the vacancies. In addition,
under the 1940 Act, the Trust is required to call a shareholder
meeting for the election of Trustees if at any time less than a
majority of the Trustees have been elected by shareholders.
The effect of electing Mr. Lebovitz at this time is to decrease
the likelihood that the Trust will need to call a shareholder
meeting with its associated expenses in the foreseeable future
to elect Trustees, which will result in a potential savings for
shareholders. Therefore, the Board of Trustees has determined
that it would be appropriate to present Mr. Lebovitz to
shareholders for election at this Meeting.
Information about Mr. Lebovitz is shown below. Mr.
Lebovitz is an interested person of the Trust within the
meaning of the 1940 Act by virtue of his positions with The
Managers Funds LLC and Managers Distributors, Inc.
<Table>
NAME, ADDRESS AND POSITION(S) HELD PRINCIPAL OCCUPATIONS NUMBER OF FUNDS OTHER
AGE WITH THE FUND DURING PAST 5 IN FUND COMPLEX DIRECTORSHIPS
AND LENGTH OF YEARS OVERSEEN BY HELD BY
TIME SERVED TRUSTEE TRUSTEE
- -------------------- -------------------- --------------------- ------------------ ---------------
Peter M. Lebovitz Trustee since 2002 President and Chief
DOB: 1/18/55 President since 1999 Executive Officer, The
Managers Funds LLC 22 None
The Managers Funds (1999-Present); President
40 Richards Avenue Managers Distributors, Inc.
Norwalk, CT 06854 (2000-Present); Director of
Marketing, The Managers
Funds, LP (1994-1999);
Director of Marketing,
Hyperion Capital
Management, Inc. (1993-
1994); Senior Vice
President, Greenwich Asset
Management, Inc. (1989-1993)
</Table>
9
<Page>
* The Fund Complex consists of The Managers Funds, Managers AMG
Funds, Managers Trust I, and Managers Trust II.
10
<Page>
OTHER TRUSTEES AND OFFICERS OF THE TRUST
- ----------------------------------------
Information about the Trustees and Officers of the Trust
(other than Mr. Lebovitz) is shown in the table 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: 40 Richards
Avenue, Norwalk, Connecticut 06854.
The Trustees hold office without limit in time except
that (a) any Trustee may resign; (b) any Trustee may be removed
for cause by at least two-thirds of the number of Trustees
remaining after such removal (provided that there shall not be
fewer than 3 remaining Trustees); (c) shareholders may vote to
remove a Trustee at a special meeting of shareholders held at
the written request of shareholders of 10% or more of the
outstanding shares of the Trust.
The President, Treasurer and Secretary of the Trust are
elected by the Trustees and hold office until their respective
successors are chosen and qualified, or in each case until the
officer dies, resigns, is removed or becomes disqualified.
The Board of Trustees met five times during the fiscal
year ended December 31, 2002.
INDEPENDENT TRUSTEES :
- ---------------------
The following Trustees are not interested persons of the
Trust within the meaning of the 1940 Act ("Independent
Trustees"):
<Table>
NAME, ADDRESS AND POSITION(S) HELD PRINCIPAL OCCUPATIONS NUMBER OF FUNDS OTHER
AGE WITH THE FUND DURING PAST 5 IN FUND COMPLEX DIRECTORSHIPS
AND LENGTH OF YEARS OVERSEEN BY HELD BY
TIME SERVED TRUSTEE TRUSTEE
- -------------------- -------------------- --------------------- ------------------ ---------------
Jack W. Aber Trustee since 1999 Professor of Finance
DOB: 9/9/37 Boston University Director of
School of Management 22 Appleton
(1972-Present) Growth Fund
Director of
Third Avenue
Trust
William E. Chapman, II Trustee since 1999 President and Owner 22 Director of
DOB: 9/23/41 Loneboat Retirement Third Avenue
Planning Solutions Trust
(1998-Present); Hewitt
Associates, LLC (part
time) provider of
Retirement and
Investment Education
Seminars); President
Retirement Plans Group,
Kemper Funds (1990-1998)
11
<Page>
Edward J. Kaier Trustee since 1999 Partner, Hepburn 22 Director of
DOB: 9/23/45 Willcox, Hamilton & Third Avenue
Putnam (1977-Present) Trust
Madeline H. McWhinney Trustee since 1987 Member, Investment Committee 14 None
DOB: 3/11/22 New Jersey Supreme Court
(1990-Present); Member,
Advisory Board on Professional
Ethics, New Jersey Supreme
Court (1983-1998); President,
Dale, Elliott & Company, Inc.
(Management Consultant)
(1977-1994)
Steve J. Paggioli Trustee since 1993 Consultant, Trustee, 14 None
Professionally Managed
Portfolios (1991-Present);
formerly Executive Vice
President and DIrector, The
Wadsworth Group (1986-2001);
Executive Vice President, and
Director, Investment Company
Administration, LLC (1990-2001);
Vice President, Secretary and
Director, First Fund
Distributors, Inc. (1991-2001)
Eric Rakowski Trustee since 1999 Professor, University of 22 Director of
DOB: 6/5/58 California at Berkeley Third Avenue
School of Law (1990- Trust
Present); Visiting Director of
Professor, Harvard Law Third Avenue
School (1998-1999) Variable Series
Trust
</Table>
* The Fund Complex consists of The Managers Funds, Managers AMG
Funds, Managers Trust I, and Managers Trust II.
12
<Page>
INTERESTED TRUSTEE :
- -------------------
Sean M. Healey is an interested person of the Trust within the
meaning of the 1940 Act by virtue of his positions with, and
interest in securities of, Affiliated Managers Group, Inc.:
<Table>
NAME, ADDRESS AND POSITION(S) HELD PRINCIPAL OCCUPATIONS NUMBER OF FUNDS OTHER
AGE WITH THE TRUST DURING PAST 5 IN FUND COMPLEX DIRECTORSHIPS
AND LENGTH OF YEARS OVERSEEN BY HELD BY
TIME SERVED TRUSTEE TRUSTEE
- -------------------- -------------------- --------------------- ------------------ ---------------
Sean M. Healey Trustee since 1999 President and Chief
DOB: 5/9/61 Operating Officer,
Affiliated Managers 22 None
Group, Inc. (1999-Present);
Director, Affiliated
Managers Group, Inc.
(2001-Present); Executive
Vice President; Affiliated
Managers Group, Inc.
(1995-1999); Vice President,
Goldman, Sachs &
Company (1987-1995)
</Table>
*The Fund Complex consists of The Managers Funds, Managers AMG
Funds, Managers Trust I, and Managers Trust II.
OFFICERS
- --------
<Table>
NAME, ADDRESS AND POSITION(S) HELD PRINCIPAL OCCUPATIONS
AGE WITH THE FUND DURING PAST 5
AND LENGTH OF YEARS
TIME SERVED
- -------------------- -------------------- ---------------------
Donald S. Rumery Treasurer since 1995 Director, Finance and
DOB: 5/29/58 Secretary since 1997 Planning, The Managers
Funds LLC (1994-Present);
Treasurer and Chief
Financial Officer, Managers
Distributors, Inc.
(2000-Present); Treasurer
and Secreatary, Managers
Trust I (1 portfolio);
Secretary and Treasurer of
Managers Trust II (3 portfolios)
and Treasurer of Managers
AMG Funds (8 portfolios)
Galan G. Daukas Chief Financial Chief Financial Officer, Managers
DOB: 10/24/63 Officer Trust I, Managers Trust II and
since 2002 Managers AMG Funds (2002-Present);
Chief Operating Officer, The
Managers Funds LLC (2002-Present);
Chief Operating Officer and
Chairman of the Management
Committee, Harbor Capital
Management Co., Inc.
(2000-2002); Chief
Operating Officer, Fleet
Investment Advisors (1992-
2000)
</Table>
13
<Page>
TRUSTEE SHARE OWNERSHIP
- -----------------------
Information in table below is currently as of December 31, 2002.
<Table>
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES
IN ALL REGISTERED
INVESTMENT COMPANIES
DOLLAR RANGE OF EQUITY OVERSEEN BY TRUSTEE IN
SECURITIES IN THE FUNDS FAMILY OF INVESTMENT
BENEFICIALLY OWNED AS OF COMPANIES* BENEFICIALLY
DECEMBER 31, 2002 OWNED AS OF DECEMBER 31, 2002
----------------------- -----------------------------
INDEPENDENT TRUSTEES:
- ---------------------
Jack W. Aber $1 to $10,000 $10,001 to $50,000
William E. Chapman II Over $100,000 Over $100,000
Edward J. Kaier Over $100,000 Over $100,000
Madeline H. McWhinney $50,001 to $100,000 $50,001 to $100,000
Steven J. Paggioli $50,001 to $100,000 $50,001 to $100,000
Eric Rakowski $50,001 to $100,000 $50,001 to $100,000
Thomas R. Schneeweis [???] [???]
INTERESTED TRUSTEES:
- --------------------
Sean M. Healy $50,001 to $100,000 $50,001 to $100,000
Peter M. Lebovitz Over $100,000 Over $100,000
</Table>
* The Family of Investment Companies consists of The Managers
Funds, Managers AMG Funds, Managers Trust I, and Managers Trust II.
AUDIT COMMITTEE
- ---------------
The Board of Trustees has an Audit Committee consisting
of the independent Trustees. Under the terms of its charter,
which is attached to this proxy statement as Exhibit B, the
Audit Committee (a) acts for the Trustees in overseeing the
Trust's financial reporting and auditing processes, (b) reviews
and assesses the performance of the Trust's independent public
accountants, (c) makes recommendations to the full board
annually as to the appointment of independent public
accountants, (d) meets periodically with the independent
accountants to review the annual audits and the services
provided by the independent public accountants and (e) reviews
and reports to the full Board of Trustees with respect to any
material accounting, tax, valuation or record keeping issues
that may affect the Trust, its financial statements or the
amount of any dividend or distribution right, among other
matters. The Audit Committee met twice during the most recent
fiscal year.
TRUSTEES' COMPENSATION
- ----------------------
For their services as Trustees of The Managers Funds and
other mutual funds within The Managers Funds LLC complex for
the fiscal year ended December 31, 2002, the Trustees were
compensated as follows:
14
<Page>
COMPENSATION TABLE:
- -------------------
<Table>
Aggregate Total Compensation
Compensation from the from the Fund Complex
Name of Trustee Trust(a) Paid to Trustees (b)
- ---------------------- --------------------- ---------------------
Independent Trustees:
- ---------------------
Jack W. Aber $24,500 $31,500
William E. Chapman, II $24,500 $31,500
Edward J. Kaier $24,500 $31,500
Madeline McWhinney $24,500 $26,500
Steven J.Paggioli $23,500 $25,500
Eric Rakowski $24,000 $31,000
Thomas R. Schneeweis $24,000 $26,000
Interested Trustees:
- --------------------
Peter M. Lebovitz None None
Sean M. Healey None None
</Table>
(a) Compensation is calculated for the 12 months ended
December 31, 2002. The Trust does not provide any pension or
retirement benefits for the Trustees.
(b) Total compensation includes compensation paid during the
12-month period ended December 31, 2002 for services as
Trustees of The Managers Funds, Managers AMG Funds, The
Managers Trust I and/or The Managers Trust II.
As of February 11, 2003, all management personnel (i.e.,
the Trustees and Officers) as a group owned less than 1% of the
outstanding shares of any Fund.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE
FOR APPROVAL OF PROPOSAL 2.
15
<Page>
PROPOSAL 3: TO APPROVE AN AMENDMENT TO THE INVESTMENT
RESTRICTION REGARDING UNDERWRITING SECURITIES OF OTHER ISSUERS
FOR MANAGERS MONEY MARKET FUND
(Managers Money Market Fund Shareholders Only)
The 1940 Act requires every investment company to
maintain a fundamental policy with respect to engaging in the
business of underwriting the securities of other issuers.
Consistent with this requirement, the Trustees adopted the
following fundamental policy for the Money Market Fund
prohibiting the Fund from underwriting the securities of other
issuers:
"[The Fund may] not underwrite securities of other
issuers, except to the extent that the Fund, in disposing
of portfolio securities, may be deemed an underwriter
within the meaning of the [Securities Act of 1933]."
Under the 1940 Act, if a policy is fundamental, the Fund may
not deviate from, or change the terms of, that policy without
shareholder approval.
The Trustees recommend that shareholders of Managers
Money Market Fund vote to amend the Fund's current policy
regarding underwriting securities of other issuers to read as
follows (additional language is underlined, deletions are set
forth in [strikethrough] text):
"[The Fund may] not underwrite securities of other
issuers, except to the extent that the Fund, [delete: in
disposing of portfolio securities], may be deemed an
underwriter within the meaning of the 1933 Act in disposing
of portfolio securities or in connection with investments in
other investment companies."
The primary purpose of the proposal is to clarify that
the Fund is not prohibited from investing in other investment
companies, even if, as a result of such investment, the Fund is
technically considered an underwriter under federal securities
laws. If the proposal is approved, the new restriction may not
be changed without the approval of shareholders. Adoption of
the proposed restriction concerning underwriting securities of
other issuers is not expected to affect the way in which the
Fund is managed, the investment performance of the Fund, or the
securities or instruments in which the Fund invests.
The Board of Trustees has concluded that the proposal
will benefit the Fund and its shareholders. The Trustees
recommend voting FOR the proposal. The amended fundamental
restriction will become effective upon shareholder approval.
If the proposal is not approved by the shareholders of the
Fund, the Fund's current restriction will remain unchanged.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF PROPOSAL 3.
16
<Page>
ADDITIONAL INFORMATION
SOLICITATION OF PROXIES
- -----------------------
Representatives of the Manager may solicit proxies by
telephone, letter or personally and will receive no additional
compensation for these services. The Trust may also use one or
more proxy solicitation firms to assist with the mailing and
tabulation effort and any special personal solicitation of
proxies. Banks, brokers, fiduciaries and nominees will, upon
request, be reimbursed by the Funds for their reasonable
expenses in sending proxy material to beneficial owners of
shares of the Funds. The cost of the solicitation of proxies
will be borne by the Funds. The cost of preparing, printing
and mailing the enclosed proxy card and proxy statement and all
other costs incurred in connection with the solicitation of
proxies, including any additional solicitation made by letter,
telephone or telegraph will be paid by the Funds. Certain
solicitation costs will be directly attributable to a Fund
soliciting shareholder approval, while other expenses of
solicitation will not be directly attributable to any specific
Fund. Solicitation costs that are directly attributable to a
particular Fund will be borne by that Fund. All other
solicitation expenses will be allocated pro rata based on the
number of shareholder accounts of each Fund.
As the Meeting date approaches, shareholders who have not
voted their proxy may receive a telephone call asking them to
vote. In all cases where a telephonic proxy is solicited,
shareholders will be asked to give their full name, social
security number or employee identification number, address,
title (if applicable) and the number of shares owned, and to
confirm that they have received the proxy materials in the
mail.
If a shareholder wishes to participate in the meeting,
and does not wish to authorize the execution of a proxy by
telephone, mail or internet, the shareholder may vote at the
Meeting in person.
If you require additional information regarding the proxy
or replacement proxy cards, please call The Managers Funds toll
free at (800) 835-3879. Any proxy given by a shareholder,
whether in writing or by telephone, is revocable until voted at
the Meeting.
FINANCIAL INFORMATION
- ---------------------
The Funds' most recent Annual Reports and Semi-Annual
Reports are available upon request, without charge, by writing
to The Managers Funds, 40 Richards Avenue, Norwalk, Connecticut
06854, or by calling (800) 835-3879, or on our website at
www.managersfunds.com.
RECORD OR BENEFICIAL OWNERSHIP
- ------------------------------
Exhibit C contains information about the record or
beneficial ownership by shareholders of five percent (5%) or
more of each Fund's outstanding shares, as of the record date.
17
<Page>
SHAREHOLDER PROPOSALS
- ---------------------
The Trust does not hold regularly scheduled meetings of
the shareholders of the Funds. Any shareholder desiring to
present a proposal for inclusion at the meeting of shareholders
next following this meeting should submit such proposal to the
Trust at a reasonable time before the solicitation is made.
OTHER MATTERS TO COME BEFORE THE MEETING
- ----------------------------------------
The Board of Trustees knows of no business other than
that specifically mentioned in the Notice of Special Meeting of
Shareholders that will be presented or considered at the
Meeting. If any other matters are properly presented, it is
the intention of the persons named in the enclosed proxy to
vote in accordance with their best judgment.
THE TRUSTEES RECOMMEND APPROVAL OF EACH PROPOSAL. ANY UNMARKED
PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN
FAVOR OF APPROVAL OF THE PROPOSALS.
_________________, 2003
By Order of the Trustees,
/s/ Donald S. Rumery
- ------------------------
Donald S. Rumery
Secretary
18
<Page>
EXHIBIT A
---------
FORM OF AMENDMENT TO
DECLARATION OF TRUST
--------------------
The proposed amendment would add the following provision to the
Trust's Declaration of Trust:
"Section 5.12. Classes of Shares.
- ----------------------------------
In addition to all other powers set forth in this
Declaration, including without limitation the power to
establish and designate Series in accordance with Section
5.11, the Trustees shall have exclusive power, without
the requirement of Shareholder approval, to issue classes
of Shares of any Series or divide the Shares of any
Series into classes, each class having such different
dividend, liquidation, voting and other rights and
characteristics as the Trustees may determine, and may
establish and designate the specific classes of Shares of
each Series.
The fact that a Series shall have initially been
established and designated without any specific
establishment or designation of classes (i.e., that all
Shares of such Series are initially of a single class),
or that a Series shall have more than one established and
designated class, shall not limit the authority of the
Trustees to establish and designate separate classes, or
one or more additional classes, of said Series without
approval of the holders of the initial class thereof, or
previously established and designated class or classes
thereof.
The establishment and designation of any class of
Shares of a Series shall be effective upon the execution
by a majority of the then Trustees (or an officer of the
Trust pursuant to the vote of a majority of the Trustees)
of an instrument setting forth such establishment and
designation of the relative rights and preferences of
such class of Shares, or as otherwise provided in such
instrument. At any time that there are no Shares
outstanding of any particular class of a Series
previously established and designated, the Trustees may,
by an instrument executed by a majority of their number
(or an officer of the Trust pursuant to the vote of a
majority of the Trustees), abolish that class and the
establishment and designation thereof. Each instrument
referred to in this paragraph shall have the status of an
amendment to this Declaration.
If the Trustees shall divide the Shares of any
Series into two or more classes, the following provisions
shall be applicable in respect thereof:
(a) The number of authorized Shares and the
number of Shares of each class that may be issued shall
be unlimited. The Trustees may classify or reclassify
A-1
<Page>
any unissued Shares or any Shares previously issued and
reacquired of any class into one or more classes that may
be established and designated from time to time. The
Trustees may hold as treasury shares (of the same or some
other class), reissue for such consideration and on such
terms as they may determine, or cancel any Shares of any
class reacquired by the Trust at their discretion from
time to time.
(b) All consideration received by the Trust for
the issue or sale of Shares of a particular class of a
Series, together with all assets in which such
consideration is invested or reinvested, all income,
earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the
same may be, shall belong to the Series and be allocable
to that class of such Series, subject only to the rights
of creditors and except as may otherwise be required by
applicable tax laws, shall be so recorded upon the books
of account of the Trust and shall be held by the Trustees
in trust for the benefit of the holders of Shares of that
class of the Series. In the event that there are any
assets, income, earnings, profits and proceeds thereof,
funds, or payments which are not readily identifiable as
belonging to any particular class of a Series, the
Trustees shall allocate them among any one or more of the
classes of such Series established and designated from
time to time in such manner and on such basis as they, in
their sole discretion, deem fair and equitable. Each
such allocation by the Trustees shall be conclusive and
binding upon the Shareholders of all Series and classes
thereof for all purposes.
(c) The assets belonging to each particular class
of a Series shall be charged with the liabilities of the
Trust in respect of that class of such Series, and all
expenses, costs, charges and reserves attributable to
that class of such Series. Any general liabilities,
expenses, costs, charges or reserves of a Series which
are not readily identifiable as belonging to any
particular class of such Series shall be allocated and
charged by the Trustees to and among any one or more of
the classes of such Series established and designated
from time to time in such manner and on such basis as the
Trustees, in their sole discretion, deem fair and
equitable. Each allocation of liabilities, expenses,
costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of a Series
and all classes thereof for all purposes. The Trustees
shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items
are capital, and each such determination and allocation
shall be conclusive and binding upon the Shareholders.
(d) The net asset value per Share of a Series
that has been divided into classes shall be determined
separately for each such class, and shall be equal to the
quotient obtained by dividing the value of the net assets
of the Series allocable to the class (being the value of
the assets belonging to the Series as determined in
A-2
<Page>
accordance with Section 7.1 hereof and allocable to the
class, less the liabilities belonging to such class) by
the total number of Shares of such class outstanding.
(e) Dividends and distributions on Shares of a
Series that has been divided into classes shall be
determined separately for each class of such Series and
paid from the assets belonging to and allocable to each
such class, after providing for actual and accrued
liabilities belonging to that class. All dividends and
distributions on Shares of a particular class shall be
distributed pro rata to the holders of Shares of that
class in proportion to the number of Shares of that class
held by such holders at the date and time of record
established for the payment of such dividends or
distributions. Such dividends and distributions may be
made in cash or Shares of that class or another class of
such Series or a combination thereof as determined by the
Trustees or pursuant to any program that the Trustees may
have in effect at the time for the election by each
Shareholder of the mode of the making of such dividend or
distribution to that Shareholder.
(f) Whenever the Shares of a Series are otherwise
required or permitted to vote under this Declaration, the
Shares of each class of the Series shall vote together
with all other classes of such Series with respect to
such matter, except that when (i) required by applicable
law, including the 1940 Act and Rules 18f-2 and 18f-3
thereunder, or (ii) the Trustees have determined that the
matter to be voted upon affects only the interests of one
or more classes of the Series, then only the Shareholders
of such class or classes shall be entitled to vote
thereon.
(g) The Trustees, without the requirement of
Shareholder approval, may redesignate, reclassify or
convert the Shares of a class of any Series into a new or
existing class of Shares of the same Series on such fair
and equitable terms and conditions as the Trustees may
determine in their sole discretion.
To the fullest extent necessary to implement the
underlying purpose and intent of this Section 5.12, this
Section shall qualify each other provision set forth in
this Declaration and all references to Series in this
Declaration shall be deemed to incorporate or
additionally include references to the classes thereof as
the context may require. Any conflict or need for
clarification as between this Section 5.12 and any other
provision of this Declaration shall be resolved by the
Trustees in their sole discretion."
A-3
<Page>
EXHIBIT B
---------
AUDIT COMMITTEE CHARTER
-----------------------
1. MEMBERSHIP, COMPOSITION AND GOVERNANCE.
---------------------------------------
a. The Audit Committee for The Managers Funds (the
"Fund") shall consist of three or more Trustees,
none of whom shall be "interested persons" (within
the meaning of the Investment Company Act of 1940,
as amended) of the Fund, or any adviser or sub-
adviser thereto. The members of the Audit
Committee shall be appointed by the Board of
Trustees, which shall also determine the number and
term of such members. Unless otherwise determined
by the Board, the members of the Audit Committee
shall appoint one member of the Audit Committee to
serve as the Chairman of the Audit Committee.
b. Meetings of the Audit Committee shall be held at
such times and at such places as determined from
time to time by the Committee, but not less
frequently than annually. In addition, the
Chairman of the Audit Committee shall have the
power to call meetings of the Audit Committee at
any time. A majority of the members of the Audit
Committee shall constitute a quorum for purposes of
transacting business at any meeting of the Audit
Committee.
2. POWERS AND DUTIES.
------------------
The Audit Committee shall have the following powers and
duties:
a. To act for the Board in overseeing the Fund's
financial reporting and auditing processes. To
perform this function, the Committee shall have
direct access to the Chief Executive Officer, Chief
Financial Officer, and all senior financial
personnel of the Fund and the adviser, as well as
the independent auditors. In addition, the
Committee may meet with other officers and
employees of the adviser and other service
providers for the Fund when, in the judgment of the
Committee, such meetings are warranted.
b. To review and assess the performance of the
independent public auditors and make
recommendations to the full Board annually as to
the appointment of independent public auditors.
c. To meet periodically with the independent auditors
to review the scope of the annual audit and the
policies relating to internal procedures and
controls and to review with the independent
auditors accounting principles employed in the
Fund's financial reports and any proposed changes
therein; to approve professional non-audit services
B-1
<Page>
provided by the independent auditors; to consider
the possible effect of providing such services on
the auditor's independence; to review the range of
fees of the auditors for both audit and non-audit
services; and to review the results of the
examination of the Fund's financial statements by
the independent auditors.
d. To review, as appropriate, the annual audited
financial statements of the Fund and the management
letter issued by the independent auditors.
e. To review and report to the full Board with respect
to any material accounting, tax, valuation, or
record keeping issues that may affect the Fund, its
financial statements or the amount of any dividend
or distribution rate.
f. To direct and supervise investigations into any
matters within its scope, including integrity of
reported facts and figures, ethical conduct, and
appropriate disclosure.
g. To make recommendations or reports on matters that,
in its judgment, should receive the attention of
the Board of Trustees of the Fund.
h. To retain special counsel and other experts or
consultants at the expense of the Fund as a
resource to assist the Committee in discharging its
responsibilities.
Adopted: March 1, 2001
B-2
<Page>
Exhibit C
---------
Five Percent Record or Beneficial Ownership of Each Fund's
Outstanding Shares
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
- ---------------------------------------------------
Control Persons
- ---------------
As of February 11, 2003 Charles Schwab & Co., Inc., located at 101
Montgomery Street, San Francisco CA, "controlled" (within the
meaning of the 1940 Act) the Managers Special Equity Fund, the
Managers Emerging Markets Equity Fund and the Managers Bond Fund.
As of February 11, 2003, National Financial Services Corp., located
at 200 Liberty Street, New York New York, "controlled" (within the
meaning of the 1940 Act) the Managers International Equity Fund and
Managers Emerging Markets Fund. As of February 11, 2003, PFPC
Brokerage Services, located at 211 South Gulph Road, King of Prussia
PA, "controlled" (within the meaning of the 1940 Act) the Managers
Value Fund, the Managers Small Company Fund and the Managers Global
Bond Fund. An entity or person which "controls" the Fund could have
effective voting control over a Fund. Each of these shareholders
are omnibus processing organizations.
Principal Holders of Securities
- -------------------------------
As of February 11, 2003, the following persons or entities owned or
record more than 5% of the outstanding shares of the Funds:
<Table>
Number of Shares Percent
---------------- -------
Managers Value Fund
- -------------------
PFPC Brokerage Services, King of Prussia, PA 1,214,559 50%
Charles Schwab & Co., Inc., San Francisco, CA 358,351 14%
Fidelity Investments Institutional, Covington, KY 330,499 13%
Managers Capital Appreciation Fund
- ----------------------------------
PFPC Brokerage Services, King of Prussia, PA 1,119,972 21%
Charles Schwab & Co., Inc., San Francisco, CA 1,057,441 20%
Mellon Bank, NA., Everett, MA 503,846 9%
Merrill Lynch, Pierce, Fenner & Smith,
Jacksonville, FL 484,359 9%
National Financial Services Corp., New York, NY 303,938 5%
Managers Small Company Fund
- ---------------------------
PFPC Brokerage Services, King of Prussia, PA 1,458,778 73%
Charles Schwab & Co., Inc., San Francisco, CA 139,094 7%
Key Bank TTEE FBO CLE FDN, Cleveland, OH 130,175 6%
Managers Special Equity Fund
- ----------------------------
Charles Schwab & Co., Inc., San Francisco, CA 9,711,676 26%
National Financial Services Corp., New York, NY 3,754,505 10%
Fidelity Investments Institutional, Covington, KY 2,173,017 5%
Managers International Equity Fund
- ----------------------------------
National Financial Services Corp., New York, NY 3,046,954 28%
Charles Schwab & Co., Inc., San Francisco, CA 2,020,273 19%
Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL 693,012 6%
Managers Emerging Markets Equity Fund
- -------------------------------------
National Financial Services Corp., New York, NY 694,967 31%
Charles Schwab & Co., Inc., San Francisco, CA 564,485 25%
PFPC Brokerage Services, King of Prussia, PA 300,152 13%
IMS & Co., Englewood, CO 184,701 8%
Managers Intermediate Bond Fund
- -------------------------------
PFPC Brokerage Services, King of Prussia, PA 87,525 22%
Charles Schwab & Co., Inc., San Francisco, CA 74,214 18%
National Financial Services Corp., New York, NY 32,073 8%
American Documentaries, Inc., Walpole, NH 19,801 5%
Managers Bond Fund
- ------------------
Charles Schwab & Co., Inc., San Francisco, CA 1,724,015 29%
Fidelity Investments Institutional, Covington, KY 917,121 15%
National Financial Services, Corp., New York, NY 571,247 9%
PFPC Brokerage Services, King of Prussia, PA 569,426 9%
Managers Global Bond Fund
- -------------------------
PFPC Brokerage Services, King of Prussia, PA 666,416 54%
Charles Schwab & Co., Inc., San Francisco, CA 139,420 11%
National Financial Services, Corp., New York, NY 136,950 11%
</Table>
The Trust did not know of any person who, as of February 11 2003,
beneficially owned 5% or more of the outstanding shares of the Funds.
Management Ownership
- --------------------
As of February 11, 2003, all management personnel (i.e., Trustees
and Officers) as a group owned beneficially less than 1% of the
outstanding shares of any Fund.
[Charles Schwab & Co., Inc., National Financial Services Corp.
and Merrill Lynch & Co. Inc. each own all shares listed above
of record. The Trust is not aware of the identity of any
person owning beneficially five percent or more of any Fund's
shares.]
C-1
<Page>
Preliminary Copy
[THE MANAGERS FUNDS LOGO]
40 Richards Avenue
Norwalk, CT 06854-2325
Managers Value Fund
Managers Capital Appreciation Fund
Managers Small Company Fund
Managers Special Equity Fund
Managers International Equity Fund
Managers Emerging Markets Equity Fund
Managers Intermediate Bond Fund
Managers Bond Fund
Managers Global Bond Fund
Managers Money Market Fund
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Galan G. Daukas and Donald S.
Rumery, as proxies, with power to act without the other and with
power of substitution, and hereby authorizes them to represent
and vote, as designated on the other side, all the shares of any
series of The Managers Funds standing in the name of the
undersigned with all powers which the undersigned would possess
if present at the Special Meeting of Shareholders to be
held ___________, 2003 at ____ a.m. or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREBY BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THE PROXIES WILL VOTE SHARES REPRESENTED BY THIS PROXY
FOR PROPOSALS LISTED ON THE REVERSE SIDE AND WILL VOTE IN THEIR
DISCRETION ON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THIS MEETING. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE
ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.
You can also vote your proxy by faxing it to us at
[(203) 831-4120], by calling [(800) 690-6903] and recording your
vote by telephone, or on the internet at www.proxyvote.com.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK.
KEEP THIS PORTION FOR YOUR RECORDS
<Page>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
The Board of Trustees recommends a vote FOR Items 1, 2 and 3.
<Table>
FOR AGAINST ABSTAIN
------- ------- -------
ALL FUNDS
- ---------
1. Approving an amendment to the [ ] [ ] [ ]
Declaration of Trust to permit the
creation of multiple classes of shares
for any Fund.
ALL FUNDS
- ---------
2. Election of Peter M. Lebovitz as a [ ] [ ] [ ]
Trustee of the Trust.
MANAGERS MONEY MARKET FUND ONLY
- -------------------------------
3. Approving an amendment to the investment
restriction regarding underwriting
securities of other issuers for Managers
Money Market Fund.
</Table>
Signature:__________________ Date:_____________
Signature:__________________ Date:_____________
Please sign exactly as your name appears hereon. When shares
are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in
corporation name by President or other authorized officer.
If a partnership, please sign in partnership name by an
authorized person.
<Page>