EX-99.77CVOTES 3 proxy.txt PROXY At the Special Meetings of Shareholders of the Trust held on November 30, 2000 and January 25, 2001, the following votes were recorded for Managers Special Equity Fund ("Special Equity"), Managers Income Equity Fund ("Income Equity") and Managers Bond Fund ("Bond"). The meetings were adjourned before the votes were counted for the other Funds in the Proxy. The proposals, which shareholders were asked to vote on, are explained in further detail in the proxy statement dated October 16, 2000: Proposal 1 - Approval of the Sub-Advisory Agreement for Skyline Assets Management, L.P. Fund Shares For Shares Against Shares Abstained Special Equity 12,211,367 242,456 183,150 Proposal 2 - Approval of New Investment Objective for Income Equity Fund Shares For Shares Against Shares Abstained Income Equity 931,090 40,791 50,106 Proposal 4 - Approval of Funds' Investment Objectives as Non-Fundamental Fund Shares For Shares Against Shares Abstained Income Equity 921,787 51,139 49,061 Bond 1,042,004 73,879 51,539 Sub-proposal 5A - Approval to Eliminate the Investment Restrictions Regarding Issuer Diversification Fund Shares For Shares Against Shares Abstained Income Equity 931,044 38,642 52,301 Bond 1,064,538 60,832 42,052 Sub-proposal 5B - Approval to Amend the Investment Restrictions Regarding Borrowing Fund Shares For Shares Against Shares Abstained Income Equity 873,092 79,587 69,308 Bond 984,789 116,700 65,933 Sub-proposal 5C - Approval to Amend the Investment Restriction Regarding Investments in Real Estate Fund Shares For Shares Against Shares Abstained Income Equity 895,503 58,811 67,673 Bond 1,009,571 90,255 67,596 Sub-proposal 5D - Approval to Amend the Investment Restriction Regarding Underwriting Securities Issued by Others Fund Shares For Shares Against Shares Abstained Income Equity 890,008 59,237 72,742 Bond 1,002,317 82,707 82,398 Sub-proposal 5E - Approval to Amend the Investment Restriction Regarding the Making of Loans Fund Shares For Shares Against Shares Abstained Income Equity 874,933 82,413 64,641 Bond 986,033 121,299 60,090 Sub-proposal 5F - Approval to Amend the Investment Restriction Regarding the Issuance of Senior Securities Fund Shares For Shares Against Shares Abstained Income Equity 889,412 60,036 72,539 Bond 1,012,688 84,129 70,605 Sub-proposal 5G - Approval to Eliminating the Investment Restriction Regarding the Participation in Joint Trading Accounts in Securities Fund Shares For Shares Against Shares Abstained Income Equity 899,723 52,587 69,677 Bond 1,011,905 82,801 72,716 Sub-proposal 5H - Approval to Eliminating the Investment Restriction Regarding Investments in Unseasoned Issuers Fund Shares For Shares Against Shares Abstained Income Equity 858,091 90,226 73,670 Bond 960,227 118,836 88,359 Sub-proposal 5I - Approval to Eliminating the Investment Restriction Regarding Investments in Illiquid Securities Fund Shares For Shares Against Shares Abstained Income Equity 866,616 84,138 71,233 Bond 974,031 122,447 70,944 Sub-proposal 5J - Approval to Eliminating the Restrictions Regarding the Purchase of Securities of Other Investment Companies Fund Shares For Shares Against Shares Abstained Income Equity 875,711 64,895 81,381 Bond 1,002,379 92,635 72,408 Sub-proposal 5K - Approval to Eliminating the Investment Restriction on Investments in Companies in Which Officers or Trustees of the Trust Own Stock Fund Shares For Shares Against Shares Abstained Income Equity 869,608 78,363 74,016 Bond 963,259 128,456 75,707 Sub-proposal 5L - Approval to Eliminating the Investment Restriction Prohibiting the Purchase of Securities for the Purpose of Exercising Control or Management Fund Shares For Shares Against Shares Abstained Income Equity 913,829 52,626 555,532 Bond 1,044,255 74,298 48,899 Pursuant to Article III, Section 1 of the By-Laws of the Trust and the 1940 Act, uch total votes on each proposal represents a quorum of the outstanding shares of the Fund.