CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
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I. Covered Officers/Purpose of the Code
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The Managers Funds, Managers AMG Funds, Managers Trust I and Managers
Trust II (each a "Trust", collectively the "Trusts") code of ethics
(this "Code") for the investment companies within the complex
(collectively, the "Funds" and each a "Fund") applies to the Trusts'
Principal Executive Officer, Principal Financial Officer/Chief
Financial Officer and Principal Accounting Officer (the "Covered
Officers" each of whom are set forth in Exhibit A) for the purpose of
promoting:
* honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
* full, fair, accurate, timely and understandable disclosure in
reports and documents that a registrant files with, or submits
to, the Securities and Exchange Commission ("SEC") and in other
public communications made by the Trusts;
* compliance with applicable laws and governmental rules and
regulations;
* the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
* accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to
actual as well as apparent conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent
Conflicts of Interest
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OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to,
the Trusts. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal
benefits as a result of his position with the Trusts.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Trusts and already are subject to conflict of
interest provisions in the Investment Company Act of 1940 ("Investment
Company Act") and the Investment Advisers Act of 1940 ("Investment
Advisers Act"). For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of
securities or other property) with the Trusts because of their status
as "affiliated persons" of the Trusts. The Trusts' and the investment
advisor's compliance programs and procedures are designed to prevent,
or identify and correct, violations of these provisions. This Code
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does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside of the parameters of this
Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual
relationship between the Trusts and the investment advisor of which the
Covered Officers are also officers or employees. As a result, this
Code recognizes that the Covered Officers will, in the normal course of
their duties (whether formally for the Trusts or for the advisor, or
for both), be involved in establishing policies and implementing
decisions that will have different effects on the advisor and the
Trusts. The participation of the Covered Officers in such activities is
inherent in the contractual relationship between the Trusts and the
advisor and is consistent with the performance by the Covered Officers
of their duties as officers of the Trusts. Thus, if performed in
conformity with the provisions of the Investment Company Act and the
Investment Advisers Act, such activities will be deemed to have been
handled ethically. In addition, it is recognized by the Trusts' Boards
of Trustees ("Trustees") that the Covered Officers may also be officers
or employees of one or more other investment companies covered by this
or other codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment
Company Act and the Investment Advisers Act. The following list
provides examples of conflicts of interest under the Code, but Covered
Officers should keep in mind that these examples are not exhaustive.
The overarching principle is that the personal interest of a Covered
Officer should not be placed improperly before the interest of the
Trusts.
* * * *
Each Covered Officer must not:
* use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Trusts
whereby the Covered Officer would benefit personally to the
detriment of the Trusts; and
* cause the Trusts to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit the Trusts;
* retaliate against any other Covered Officer or any employee of the
investment advisor or their affiliated persons for reports made in
good faith of potential violations.
There are some conflict of interest situations that should always be
discussed with the Compliance Officer for this Code ("Compliance
Officer") if material. Examples of these include:
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* service as a director on the board of any company that files
periodic reports with the SEC;
* the receipt of any gifts in excess of $300;
* the receipt of any entertainment from any company with which the
Trusts has current or prospective business dealings unless such
entertainment is business-related, reasonable in cost, appropriate
as to time and place, and not so frequent as to raise any question
of impropriety;
* any ownership interest in, or any consulting or employment
relationship with, any of the Company's service providers, other
than its investment advisor, principal underwriter or any
affiliated person thereof;
* a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Funds for effecting portfolio
transactions or for selling or redeeming shares other than an
interest arising from the Covered Officer's employment, such as
compensation or equity ownership; and
III. Disclosure and Compliance
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Each Covered Officer should:
* familiarize himself with the disclosure requirements generally
applicable to the Trusts;
* not knowingly misrepresent, or cause others to misrepresent, facts
about the Trusts to others, whether within or outside the Company,
including the Trustees of the Trusts and independent accountants,
and to governmental regulators and self-regulatory organizations;
* to the extent appropriate within his area of responsibility,
consult with other officers and employees of the investment advisor
with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Trusts
file with, or submit to, the SEC and in other public communications
made by the Trusts; and
* assume responsibility for promoting compliance with the standards
and restrictions imposed by applicable laws, rules and regulations.
IV. Reporting and Accountability
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Each Covered Officer must:
* report at least annually a list of affiliations or other
relationships related to conflicts of interest that the Trusts'
Trustees and Officers Questionnaire covers;
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* upon adoption of the Code, including amendments to the Code (or
thereafter as applicable, upon becoming a Covered Officer), affirm
in writing to the Trustees that he/she has received, read, and
understands the Code;
* annually thereafter affirm to the Trustees that he/she has complied
with the requirements of the Code; and
* notify the Compliance Officer promptly if he/she knows of any
violation of this Code. Failure to do so is itself a violation of
this Code.
The Compliance Officer is responsible for applying this Code to
specific situations in which questions are presented under it and has
the authority to interpret this Code in any particular situation. However,
any approvals or waivers sought by a Covered Officer will be considered by
the Trusts' Independent Trustees (the "Committee").
The Trusts will follow these procedures in investigating and enforcing
this Code:
* the Compliance Officer is responsible for identifying and
documenting "waivers" and "implicit waivers";
* the Compliance Officer will take all appropriate action to
investigate any potential violations reported to him/her;
* if, after investigating a potential violation, the Compliance
Officer believes that no violation has occurred, the Compliance
Officer is not required to take any further action;
* any matter that the Compliance Officer believes is a violation will
be reported to the Committee;
* if the Committee concurs that a violation has occurred, it will
make a recommendation to the Trustees, which will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification
to appropriate personnel of the investment advisor; or a
recommendation to dismiss the Covered Officer;
* the Committee will be responsible for granting waivers, as
appropriate; and
* any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules currently in
effect.
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V. Other Policies and Procedures
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This Code shall be the sole code of ethics adopted by the Trusts for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and
forms applicable to registered investment companies thereunder. Insofar
as other policies or procedures of the Trusts, the Funds' advisor,
principal underwriter, or other service providers govern or purport to
govern the behavior or activities of the Covered Officers who are
subject to this Code, they are superseded by this Code to the extent
that they conflict with the provisions of this Code. The Funds' and
their investment advisor's and principal underwriter's codes of ethics
under Rule 17j-1 under the Investment Company Act and the advisor's
more detailed policies and procedures set forth in the Code of Ethics
for The Managers Funds LLC and Managers Distributors, Inc. (adopted
December 7, 2001, as amended March 2002) are separate requirements
applying to the Covered Officers and others, and are not part of this
Code.
VI. Amendments
==============
Any material changes to this Code, other than amendments to Exhibit A,
must be approved by a majority vote of the Trustees, including a
majority of Independent Trustees. Any non-material changes to this
Code, other than amendments to Exhibit A, must be ratified by a
majority vote of the Trustees, including a majority of Independent
Trustees.
VII. Confidentiality
====================
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such
matters shall not be disclosed to anyone other than the Board of
Trustees and its counsel, including counsel for the Independent
Trustees.
VIII. Internal Use
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The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Trusts, as to any
fact, circumstance, or legal conclusion.
Effective Date: September 12, 2003
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EXHIBIT A
COVERED OFFICERS
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Peter M. Lebovitz President and Chief Executive Officer
Galan G. Daukas Chief Financial Officer and
Principal Financial Officer
Donald S. Rumery Treasurer and Principal
Accounting Officer
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PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
ACKNOWLEDGEMENT FORM
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I acknowledge receiving the Code of Ethics for Principal Executive and
Senior Financial Officers (the "Code") adopted by the Board of Trustees
on September 12, 2003.
Since the information described here is subject to change, I acknowledge
that revisions to the Code may occur as new or amended rules, regulations
and technical corrections are made to existing ones. All such changes
will be communicated through notices, and I understand that revised
information may supersede, modify or eliminate existing provisions of
the Code.
Furthermore, I have received the Code and understand that it is my
responsibility to read and comply with it and any revisions made to it.
COVERED OFFICER'S NAME (printed): _____________________
COVERED OFFICER'S SIGNATURE: _____________________
DATE: _____________________