485BPOS

As filed with the Securities and Exchange Commission on December 21, 2012

1933 Act Registration No. 333-84639

1940 Act Registration No. 811-09521

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	¨
Post-Effective Amendment No. 97	x

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 100	x

MANAGERS AMG FUNDS

(Exact name of registrant as specified in charter)

800 Connecticut Avenue

Norwalk, Connecticut 06854

(Address of principal executive offices)

Registrant’s telephone number, including area code: (800) 835-3879

Gregory C. Davis

Rajib Chanda

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111-4006

(Name and address of agent for service)

It is proposed that this filing will become effective:

x immediately upon filing pursuant to paragraph (b)

¨ on (date) pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(1)

¨ on (date) pursuant to paragraph (a)(1)

¨ 75 days after filing pursuant to paragraph (a)(2)

¨ On (date) pursuant to (a)(2) of rule 485

If appropriate, check the following box:

¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

The Amendment relates solely to Systematic Value Fund and Systematic Mid Cap Value Fund, each a series of Managers AMG Funds.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, each as amended, Managers AMG Funds certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Norwalk, and State of Connecticut, on the 21 day of December, 2012.

MANAGERS AMG FUNDS
By:	/s/ Donald S. Rumery
	Donald S. Rumery
	Treasurer, Chief Financial Officer, and Principal Financial Officer

Pursuant to the requirements of the Securities Act, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/ Jack W. Aber* Jack W. Aber	Trustee	December 21, 2012
/s/ Bruce B. Bingham* Bruce B. Bingham	Trustee	December 21, 2012
/s/ Christine C. Carsman* Christine C. Carsman	Trustee	December 21, 2012
/s/ William E. Chapman, II* William E. Chapman, II	Trustee	December 21, 2012
/s/ Edward J. Kaier* Edward J. Kaier	Trustee	December 21, 2012
/s/ Steven J. Paggioli* Steven J. Paggioli	Trustee	December 21, 2012
/s/ Eric Rakowski* Eric Rakowski	Trustee	December 21, 2012
/s/ Thomas R. Schneeweis* Thomas R. Schneeweis	Trustee	December 21, 2012
/s/ Keitha L. Kinne Keitha L. Kinne	President and Principal Executive Officer (Principal Executive Officer)	December 21, 2012
/s/ Donald S. Rumery Donald S. Rumery	Treasurer, Chief Financial Officer, and Principal Financial Officer (Principal Accounting Officer) (Principal Financial Officer)	December 21, 2012

*By:	/s/ Donald. S. Rumery
	Donald S. Rumery
	Pursuant to Powers of Attorney incorporated herein by reference
	Date: December 21, 2012

Managers AMG Funds

Exhibit Index

Exhibit No.	Description
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema Document
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX.101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX.101.LAB	XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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Systematic Mid Cap Value Fund (Prospectus Summary) | Systematic Mid Cap Value Fund

Systematic Mid Cap Value Fund

INVESTMENT OBJECTIVE

The Systematic Mid Cap Value Fund's (the "Fund" or "Systematic Mid Cap Value
Fund") investment objective is to achieve long-term capital appreciation.

FEES AND EXPENSES OF THE FUND

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses Systematic Mid Cap Value Fund		Investor Class	Service Class		Institutional Class
Management Fee		0.75%	0.75%		0.75%
Distribution and Service (12b-1) Fees		0.25%	none		none
Other Expenses		0.13%	0.23%	[1]	0.13%
Acquired Fund Fees and Expenses		0.01%	0.01%	[1]	0.01%
Total Annual Fund Operating Expenses	[2]	1.14%	0.99%		0.89%
Fee Waiver and Expense Reimbursements	[3]	(0.01%)	(0.01%)		(0.01%)
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements	[2]	1.13%	0.98%		0.88%

EXPENSE EXAMPLE

This Example will help you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The Example makes certain assumptions. It
assumes that you invest $10,000 as an initial investment in the Fund for the
time periods indicated and then redeem all of your shares at the end of those
periods. It also assumes that your investment has a 5% total return each year
and the Fund's operating expenses remain the same. The Example reflects the
impact of the Fund's contractual expense limitation through July 1, 2014.

Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:

Expense Example Systematic Mid Cap Value Fund (USD $)	Expense Example, with Redemption, 1 Year	Expense Example, with Redemption, 3 Years	Expense Example, with Redemption, 5 Years	Expense Example, with Redemption, 10 Years
Investor Class	115	361	626	1,385
Service Class	100	314	546	1,212
Institutional Class	90	283	491	1,095

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
Annual Fund Operating Expenses or in the Example, affect the Fund's performance.
During the most recent fiscal year, the Fund's portfolio turnover rate was 114%
of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund will invest at least 80% of its net assets,
plus the amount of any borrowings for investment purposes, in mid-capitalization
companies. The term "mid-capitalization companies" refers to companies with
capitalizations that, at the time of purchase of securities of such companies,
are within the range of capitalizations of companies in the Russell Midcap®
Index (the "Index"). As of May 31, 2012, the date of the most recent
reconstitution of the Index, the range of market capitalizations for the Index
was $1.35 billion to $17.39 billion. This range may fluctuate as market
conditions change and during periods of increased market volatility. The Fund
may retain a security if, after purchase of the security, the issuer's
capitalization falls out of the range.  

The Fund seeks to achieve its investment objective by investing in a diversified
portfolio consisting of approximately 60 to 80 common and preferred stocks of
mid-capitalization companies, which will generally be listed on the New York
Stock Exchange (the "NYSE"), the American Stock Exchange, or National
Association of Securities Dealers Automated Quotations.

Systematic serves as Subadvisor to the Fund and applies fundamental and
quantitative investment research techniques when deciding which stocks to buy or
sell. Typically, Systematic:

•     Invests in companies with a combination of attractive valuations and a      
      positive earnings catalyst

•     Invests in companies from all sectors of the market, based on Systematic's  
      quantitative and fundamental research and analysis of various               
      characteristics.

•     Seeks out value companies with a confirmed catalyst for sustained           
      fundamental improvement that should eventually lead to either revised       
      earnings estimates or earnings surprises in the future, in an attempt       
      thereby to provide investors with investment results that are above the     
      returns of the Fund's benchmark, the Index, over the long term.

•     Deploys a disciplined investment process encompassing:

      • A quantitative screen, ranking the universe of potential companies based
        upon two criteria: valuation and Systematic's proprietary earnings       
        catalyst model.

      • Comprehensive fundamental research on each of approximately 150 purchase
        candidates identified through a quantitative screen in an effort to gauge
        investor expectations and to identify those companies with confirmed     
        fundamental improvement.

      • A detailed financial statement analysis performed on companies with      
        confirmed fundamental improvement expectations to identify the source of
        improvement, its sustainability, and its likelihood of triggering upward
        revisions to earnings estimates in the future.

      • A valuation assessment of companies with high quality and sustainable    
        earnings, the objective of which is to evaluate the attractiveness of    
        each investment candidate on both an absolute and a relative basis.

      • When making the final investment decision Systematic seeks to invest in  
        companies that trade at a discount to the Index and their peers in their
        economic sector or industry group, and at the lower end of their own     
        historical valuation range.

PRINCIPAL RISKS

There is the risk that you may lose money on your investment. All investments
carry a certain amount of risk and the Fund cannot guarantee that it will
achieve its investment objective. An investment in the Fund is not a deposit or
obligation of any bank, is not endorsed or guaranteed by any bank, and is not
insured by the Federal Deposit Insurance Corporation ("FDIC") or any other
government agency. Below are some of the risks of investing in the Fund.

Foreign Securities Risk-securities or other investments of foreign issuers
involve additional risks (such as risks arising from less frequent trading,
changes in political or social conditions, and less publicly available
information about non-U.S. issuers) that differ from those associated with
investing in securities of U.S. issuers and may result in greater price
volatility.

Market Risk-market prices of securities held by the Fund may fall rapidly or
unpredictably due to a variety of factors, including changing economic,
political, or market conditions.

Mid-Capitalization Stock Risk-the stocks of mid-capitalization companies often
have greater price volatility, lower trading volume, and less liquidity than the
stocks of larger, more established companies.

Sector Risk-companies that are in similar industry sectors 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. To the extent the Index is exposed substantially to certain
sectors of the market, such as the financial services sector, the Fund will also
be subject to the risks of that sector or sectors. Unique risks of the
financials sector include, but are not limited to, government regulation
uncertainty, yield curve fluctuation, asset flow fluctuation, and capital market
fluctuations.

Value Stock Risk-value stocks may perform differently from the market as a whole
and may be undervalued by the market for a long period of time.

PERFORMANCE

The following performance information illustrates the risks of investing in the
Fund by showing changes in the Fund's performance from year to year and by
showing how the Fund's performance compares to that of a broad-based securities
market index. The performance information for the Fund's Investor Class shares
(formerly Class A shares of the Fund, which were renamed Investor Class shares
as of the date of this Prospectus) 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. As always, past performance of the Fund
(before and after taxes) is not an indication of how the Fund will perform in
the future. To obtain updated performance information please visit
www.managersinvest.com or call 800.835.3879.

Calendar Year Total Returns as of 12/31/11 (Institutional Class)

Best Quarter: 17.49% (3rd Quarter 2009)

Worst Quarter: -25.05% (4th Quarter 2008)

Average Annual Total Returns as of 12/31/11

Average Annual Total Returns Systematic Mid Cap Value Fund	Label	1 Year	5 Years	Since Inception	Inception Date
Investor Class	Investor Class Return Before Taxes	(5.85%)	1.99%	1.98%	Dec. 21, 2006
Institutional Class	Institutional Class Return Before Taxes	(5.61%)	2.25%	2.23%	Dec. 21, 2006
Institutional Class After Taxes on Distributions	Institutional Class Return After Taxes on Distributions	(6.42%)	1.86%	1.85%	Dec. 21, 2006
Institutional Class After Taxes on Distributions and Sales	Institutional Class Return After Taxes on Distributions and Sale of Fund Shares	(2.90%)	1.82%	1.81%	Dec. 21, 2006
Russell Midcap® Index	Russell Midcap® Index (reflects no deduction for fees, expenses, or taxes)	(1.55%)	1.41%	0.10%	Dec. 21, 2006

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. 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. After-tax returns are shown for Institutional
Class shares only, and after-tax returns for Investor Class and Service Class
shares will vary.

[1] Because Service Class shares will have commenced operations on or following the date of this Prospectus, these amounts are based on estimates for the current fiscal year.

[2] The Total Annual Fund Operating Expenses and Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements do not correlate to the ratios of expenses to average net assets in the Financial Highlights section of the Fund's Prospectus. The ratios reflect only the operating expenses of the Fund and do not include fees and expenses of any acquired funds.

[3] Managers Investment Group LLC (the "Investment Manager") and Systematic Financial Management L.P. ("Systematic") have contractually agreed, through at least July 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) to 0.87% of the Fund's average daily net assets, subject to later reimbursement by the Fund in certain circumstances. In general, for a period of up to 36 months from the time of any waiver, reimbursement, or payment pursuant to the Fund's contractual expense limitation, the Investment Manager may recover from the Fund fees waived and expenses paid to the extent that such repayment would not cause the Fund's Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements to exceed the contractual expense limitation amount. Acquired Fund Fees and Expenses are not subject to waiver and do not factor into the Fund's contractual expense limitation. Under such arrangement, if the maximum amount of shareholder servicing fees and distribution and service (12b-1) fees were charged to the classes under the current applicable plans, the total annual fund operating expenses (excluding the other items noted in the parenthetical above) of the Investor Class, Service Class, and Institutional Class would be 1.12%, 0.97% and 0.87%, respectively, of the average daily net assets of such classes. The contractual expense limitation can only be terminated upon termination of the Fund's investment advisory agreement with the Investment Manager or by mutual agreement between the Investment Manager and the Fund's Board of Trustees.

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Managers AMG Funds - Systematic Value Fund (Prospectus Summary) | Managers AMG Funds - Systematic Value Fund

Systematic Value Fund

INVESTMENT OBJECTIVE

The Systematic Value Fund's (the "Fund" or "Systematic Value Fund") investment
objective is to achieve long-term capital appreciation.

FEES AND EXPENSES OF THE FUND

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses Managers AMG Funds - Systematic Value Fund		Investor Class	Institutional Class
Management Fee		0.70%	0.70%
Distribution and Service (12b-1) Fees		0.25%	none
Other Expenses		0.21%	0.21%
Acquired Fund Fees and Expenses		0.01%	0.01%
Total Annual Fund Operating Expenses	[1]	1.17%	0.92%
Fee Waiver and Expense Reimbursements	[2]	(0.10%)	(0.10%)
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements	[1]	1.07%	0.82%

EXPENSE EXAMPLE

This Example will help you compare the cost of investing in the Fund to the cost
of investing in other mutual funds. The Example makes certain assumptions. It
assumes that you invest $10,000 as an initial investment in the Fund for the
time periods indicated and then redeem all of your shares at the end of those
periods. It also assumes that your investment has a 5% total return each year
and the Fund's operating expenses remain the same. The Example reflects the
impact of the Fund's contractual expense limitation through July 1, 2014.

Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:

Expense Example Managers AMG Funds - Systematic Value Fund (USD $)	Expense Example, with Redemption, 1 Year	Expense Example, with Redemption, 3 Years	Expense Example, with Redemption, 5 Years	Expense Example, with Redemption, 10 Years
Investor Class	678	916	1,173	1,905
Institutional Class	84	283	500	1,122

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
Annual Fund Operating Expenses or in the Example, affect the Fund's performance.
During the most recent fiscal year, the Fund's portfolio turnover rate was 100%
of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing in a diversified
portfolio of securities of medium- and large-capitalization U.S. companies,
which at the time of purchase are normally within the range of capitalizations
of companies in the Russell 1000® Index (the "Index"). As of May 31, 2012, the
date of the most recent reconstitution of the Index, the range of market
capitalizations for the Index was $1.35 billion to $540.2 billion. This range
may fluctuate as market conditions change and during periods of increased market
volatility. The Fund may retain a security if, after purchase of the security,
the issuer's capitalization falls out of the range.

Systematic serves as Subadvisor to the Fund and applies fundamental and
quantitative investment research techniques when deciding which stocks to buy or
sell. Typically, Systematic:

•     Invests in companies with a combination of attractive valuations and a      
      positive earnings catalyst.

•     Invests in companies from all sectors of the market, based on Systematic's  
      quantitative and fundamental research and analysis of various               
      characteristics.

•     Seeks out value companies with a confirmed catalyst for sustained fundamental
      improvement that should eventually lead to either revised earnings estimates
      or earnings surprises in the future, in an attempt to provide investors with
      investment results that are above the returns of the Fund's benchmark, the
      Index, over the long term.

•     Deploys a disciplined investment process encompassing:

      • A quantitative screen, ranking the universe of potential companies based
        upon two criteria: valuation and Systematic's proprietary earnings       
        catalyst model.

      • Comprehensive fundamental research on each of approximately 150 purchase
        candidates identified through a quantitative screen in an effort to gauge
        investor expectations and to identify those companies with confirmed     
        fundamental improvement.

      • A detailed financial statement analysis performed on companies with      
        confirmed fundamental improvement expectations to identify the source of
        improvement, its sustainability, and its likelihood of triggering upward
        revisions to earnings estimates in the future.

      • A valuation assessment of companies with high quality and sustainable    
        earnings, the objective of which is to evaluate the attractiveness of    
        each investment candidate on both an absolute and a relative basis.

      • When making the final investment decision Systematic seeks to invest in  
        companies that trade at a discount to the Index and their peers in their
        economic sector or industry group, and at the lower end of their own     
        historical valuation range.

PRINCIPAL RISKS

There is the risk that you may lose money on your investment. All investments
carry a certain amount of risk and the Fund cannot guarantee that it will
achieve its investment objective. An investment in the Fund is not a deposit or
obligation of any bank, is not endorsed or guaranteed by any bank, and is not
insured by the Federal Deposit Insurance Corporation ("FDIC") or any other
government agency. Below are some of the risks of investing in the Fund.

Foreign Securities Risk-securities or other investments of foreign issuers
involve additional risks (such as risks arising from less frequent trading,
changes in political or social conditions, and less publicly available
information about non-U.S. issuers) that differ from those associated with
investing in securities of U.S. issuers and may result in greater price
volatility.

Large-Capitalization Stock Risk-the stocks of large-capitalization companies are
generally more mature and may not be able to reach the same levels of growth as
the stocks of small- or mid-capitalization companies.

Market Risk-market prices of securities held by the Fund may fall rapidly or
unpredictably due to a variety of factors, including changing economic,
political, or market conditions.

Mid-Capitalization Stock Risk-the stocks of mid-capitalization companies often
have greater price volatility, lower trading volume, and less liquidity than the
stocks of larger, more established companies.

Sector Risk-companies that are in similar industry sectors 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. To the extent the Index is exposed substantially to certain
sectors of the market, such as the financial services sector, the Fund will also
be subject to the risks of that sector or sectors. Unique risks of the
financials sector include, but are not limited to, government regulation
uncertainty, yield curve fluctuation, asset flow fluctuation, and capital market
fluctuations.

Value Stock Risk-value stocks may perform differently from the market as a whole
and may be undervalued by the market for a long period of time.

PERFORMANCE

The following performance information illustrates the risks of investing in the
Fund by showing changes in the Fund's performance from year to year and by
showing how the Fund's performance compares to that of a broad-based securities
market index. The performance information for the Fund's Investor Class shares
(formerly Class A shares of the Fund, which were renamed Investor Class shares
as of the date of this Prospectus) for periods prior to November 30, 2012 does
not reflect the impact of the front end and deferred sales charges (loads) that
were in effect until November 30, 2012. As always, past performance of the Fund
(before and after taxes) is not an indication of how the Fund will perform in
the future. To obtain updated performance information please visit
www.managersinvest.com or call 800.835.3879.

Calendar Year Total Returns as of 12/31/11 (Institutional Class)

Best Quarter: 19.05% (3rd Quarter 2009)

Worst Quarter: -22.81% (3rd Quarter 2011)

Average Annual Total Returns as of 12/31/11

Average Annual Total Returns Managers AMG Funds - Systematic Value Fund	Label	1 Year	5 Years	Since Inception	Inception Date	Average Annual Returns, Since Inception Secondary	Average Annual Returns, Inception Date Secondary
Investor Class	Investor Class Return Before Taxes	(8.10%)	(3.41%)	(0.92%)	Feb. 28, 2006
Institutional Class	Institutional Class Return Before Taxes	(7.85%)	(3.16%)	3.68%	Apr. 01, 2002
Institutional Class After Taxes on Distributions	Institutional Class Return After Taxes on Distributions	(8.04%)	(3.74%)	2.47%	Apr. 01, 2002
Institutional Class After Taxes on Distributions and Sales	Institutional Class Return After Taxes on Distributions and Sale of Fund Shares	(4.85%)	(2.83%)	2.67%	Apr. 01, 2002
Russell 1000® Index	Russell 1000® Index (reflects no deduction for fees, expenses, or taxes)	1.50%	(0.02%)	1.95%	Feb. 28, 2006	3.60%	Apr. 01, 2002

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. 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. After-tax returns are shown for Institutional
Class shares only, and after-tax returns for Investor Class shares will vary.

[1] The Total Annual Fund Operating Expenses and Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements do not correlate to the ratios of expenses to average net assets in the Financial Highlights section of the Fund's Prospectus. The ratios reflect only the operating expenses of the Fund and do not include fees and expenses of any acquired funds.

[2] Managers Investment Group LLC (the "Investment Manager") and Systematic Financial Management L.P. ("Systematic") have contractually agreed, through at least July 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, shareholder servicing fees, interest (including interest incurred in connection with bank and custody overdrafts), distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) to 0.81% of the Fund's average daily net assets, subject to later reimbursement by the Fund in certain circumstances. In general, for a period of up to 36 months from the time of any waiver, reimbursement, or payment pursuant to the Fund's contractual expense limitation, the Investment Manager may recover from the Fund fees waived and expenses paid to the extent that such repayment would not cause the Fund's Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements to exceed the contractual expense limitation amount. Acquired Fund Fees and Expenses are not subject to waiver and do not factor into the Fund's contractual expense limitation. The contractual expense limitation may only be terminated upon termination of the Fund's investment advisory agreement with the Investment Manager or by mutual agreement between the Investment Manager and the Fund's Board of Trustees.