The Managers Funds, et al.; Notice of Application

AGENCY:

Securities and Exchange Commission (“Commission”).

ACTION:

Notice of an application under section 6(c) of the Investment Company Act of 1940 (“Act”) for an exemption from section 15(a) of the Act and rule 18f-2 under the Act.

SUMMARY OF APPLICATION:

Applicants seek to amend a prior order that permits applicants to enter into and materially amend investment advisory agreements with sub-advisers without shareholder approval.

APPLICANTS:

The Managers Funds, Managers Trust I, Managers Trust II and The Managers Funds LLC.

FILING DATES:

The application was filed on April 8, 2003 and amended on July 31, 2003.

HEARING OR NOTIFICATION OF HEARING:

An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on September 8, 2003, and should be accompanied by proof of service on applicants, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons may request notification of a hearing by writing to the Commission's Secretary.

ADDRESSES:

Secretary, Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. Applicants, 40 Richards Avenue, Norwalk, CT 06854.

FOR FURTHER INFORMATION CONTACT:

John Yoder, Attorney-Adviser, at (202) 942-0544, or Mary Kay Frech, Branch Chief, at (202) 942-0564 (Division of Investment Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION:

The following is a summary of the application. The complete application may be obtained for a fee at the Commission's Public Reference Branch, 450 Fifth Street, NW, Washington, DC 20549-0102 (tel. 202-942-8090).

Applicants' Representations

1. On October 11, 1995, the Commission issued an order (The “Prior Order”) to The Managers Funds and The Managers Funds LLC, formerly The Managers Funds, L.P. (the “Manager”), under section 6(c) of the Act granting an exemption from section 15(a) of the Act and rule 18f-2 under the Act. The Prior Order permits the Manager, on behalf of each series of The Managers Funds (each, a “Fund”), to enter into and materially amend investment advisory agreements with sub-advisers (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”) without receiving shareholder approval.

2. Applicants seek to amend the Prior Order to extend the exemptive relief granted under the Prior Order to Managers Trust I and Managers Trust II and each of their series (included in the term “Fund”). Applicants also request that the relief be extended to any other existing or future registered open-end management investment company or series thereof that (a) Is advised by the Manager or any entity controlling, controlled by, or under common control with the Manager (included in the term “Manager”), (b) uses the multi-manager structure described in the application for the Prior Order, and (c) complies with the terms and conditions of the Prior Order, as amended by the requested order (included in the term “Fund”). If the name of any Fund contains the name of a Sub-Adviser, the name of the Manager will precede the name of the Sub-Adviser.

3. Applicants agree that any order granting the requested relief will be subject to the conditions in the Prior Order, except that conditions 3 and 4 of the Prior Order will be modified as follows to reflect recent Commission precedent:

3. Within 90 days of the hiring of a new Sub-Adviser, the Manager will furnish shareholders of the applicable Fund all information about the new Sub-Adviser that would be included in a proxy statement. To meet this condition, the Manager will provide shareholders of the applicable Fund with an information statement meeting the requirements of Regulation 14C, Schedule 14C, and Item 22 of Schedule 14A under the Securities Exchange Act of 1934.

4. Each Fund's prospectus will disclose the existence, substance, and effect of the requested order. In addition, each Fund will hold itself out as employing the management structure described in the application. The prospectus will prominently disclose that the Manager has ultimate responsibility, subject to oversight by the Trustees, to oversee the Sub-Advisers and recommend their hiring, termination and replacement.