485BPOS 1 d416001d485bpos.htm THE MANAGERS FUNDS The Managers Funds
Table of Contents

As filed with the Securities and Exchange Commission on September 28, 2012

1933 Act Registration No. 002-84012

1940 Act Registration No. 811-03752

 

 

 

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. 91    x
  REGISTRATION STATEMENT   
 

UNDER

THE INVESTMENT COMPANY ACT OF 1940

   x
  Amendment No. 92    x

 

 

THE MANAGERS 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:

  ¨ immediately upon filing pursuant to paragraph (b)
  x on October 1, 2012 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 Managers Cadence Capital Appreciation Fund, Managers Cadence Emerging Companies Fund, Managers Cadence Focused Growth Fund and Managers Cadence Mid-Cap Fund, each a series of The Managers Funds (the “Trust”). The Amendment does not supersede or amend any disclosure in the Trust’s Registration Statement relating to any other series of the Trust.

 

 

 


Table of Contents
LOGO          
     
   PROSPECTUS   

 

OCTOBER 1, 2012    

   Managers Funds   

 

 

 

   

Managers Cadence Capital Appreciation Fund

 

Institutional Class: MPCIX    Class P: MCFPX    Administrative Class: MCFYX    Class D: MCFDX

 

   

Managers Cadence Focused Growth Fund

 

Institutional Class: MFIGX    Class P: MFPGX    Administrative Class: MFYGX    Class D: MFDGX

 

   

Managers Cadence Mid-Cap Fund

 

Institutional Class: MCMFX     Class P: MCMPX    Administrative Class: MCMYX    Class D: MCMDX

 

   

Managers Cadence Emerging Companies Fund

 

Institutional Class: MECIX       Administrative Class: MECAX   

 

LOGO

P065-1012                    

 

 

managersinvest.com      As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Table of Contents


Table of Contents

TABLE OF CONTENTS

 

 

   

  3-14

   SUMMARY OF THE FUNDS
  

 

Managers Cadence Capital Appreciation Fund

 

Managers Cadence Focused Growth Fund

 

Managers Cadence Mid-Cap Fund

 

Managers Cadence Emerging Companies Fund

 

   

15-24

   ADDITIONAL INFORMATION ABOUT THE FUNDS
  

 

Managers Cadence Capital Appreciation Fund

 

Managers Cadence Focused Growth Fund

 

Managers Cadence Mid-Cap Fund

 

Managers Cadence Emerging Companies Fund

 

Summary of the Funds’ Principal Risks

 

Other Important Information about the Funds and their Investment Strategies and Risks

 

Fund Management

 

   

25-32

   SHAREHOLDER GUIDE
  

 

Your Account

 

Choosing a Share Class

 

Investing Through an Intermediary

 

Distribution and Service (12b-1) Fees

 

Transaction Policies

 

How to Buy or Sell Shares

 

Investor Services

 

Certain Federal Income Tax Information

 

   

33-39

   FINANCIAL HIGHLIGHTS
  

 

Managers Cadence Capital Appreciation Fund

 

Managers Cadence Focused Growth Fund

 

Managers Cadence Mid-Cap Fund

 

Managers Cadence Emerging Companies Fund

 

   

      41

   HOW TO CONTACT US

 

 

Managers Investment Group    1


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Table of Contents

SUMMARY OF THE FUNDS

 

Managers Cadence Capital Appreciation Fund

 

INVESTMENT OBJECTIVE

The Managers Cadence Capital Appreciation Fund’s (the “Fund” or “Capital Appreciation Fund”) investment objective is to seek growth of capital.

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)

 

    Institutional
Class
    Class P     Administrative
Class
    Class D  

Management Fee

    0.45     0.45     0.45     0.45

Distribution and Service (12b-1) Fees

    None        None        None        0.25

Other Expenses

    0.36     0.41     0.61     0.51

Total Annual Fund Operating Expenses1

    0.81     0.86     1.06     1.21

Fee Waiver and Expense Reimbursements2

    (0.09 )%      (0.09 )%      (0.09 )%      (0.09 )% 

Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements1

    0.72     0.77     0.97     1.12

 

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, which reflect the operating expenses of the Fund and certain expense offset items.

2 

Managers Investment Group LLC (“Managers” or the “Investment Manager”) has contractually agreed, through at least October 1, 2013, 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 0.72% 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. 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 Institutional Class, Class P, Administrative Class and Class D shares would be 0.72%, 0.87%, 0.97% and 1.12%, respectively, of the average daily net assets of such classes. 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.

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 October 1, 2013. Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:

 

     1 Year      3 Years      5 Years      10 Years  

Institutional Class

   $ 74       $ 250       $ 441       $ 993   

Class P

   $ 79       $ 265       $ 468       $ 1,052   

Administrative Class

   $ 99       $ 328       $ 576       $ 1,286   

Class D

   $ 114       $ 375       $ 656       $ 1,458   

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 163% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 65% of its net assets in common stocks of U.S. companies with market capitalizations of $3 billion or more that have improving fundamentals (based on growth criteria) and whose stock the portfolio management team believes to be reasonably valued by the market (based on value criteria). The Fund primarily invests in common stocks of large capitalization companies. Cadence Capital Management LLC (“Cadence” or the “Subadvisor”) employs a “growth-at-a-reasonable-price” (“GARP”) investment philosophy, allowing the team to invest in companies that exhibit both growth and value characteristics. In making investment decisions for the Fund, the Subadvisor considers companies in the Russell 1000® Index and the S&P 500 Index. The team ranks the stocks in this universe based on a series of growth criteria, such as the change in consensus earnings estimates over time, the company’s history in meeting earnings targets, earnings quality, and improvements in return on capital, and a series of value criteria, such as price-to-earnings ratios and free cash flow relative to enterprise value. The Subadvisor then subjects the most attractively ranked

 

 

 

Managers Investment Group    3


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SUMMARY OF THE FUNDS

 

 

stocks in the universe to an analysis of company factors, such as strength of management, competitive industry position and business prospects, and financial statement data, such as earnings, cash flows and profitability. The Fund may invest a portion of its assets in real estate investment trusts (“REITs”). Generally, the Fund will hold between approximately 70-95 securities.

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.

Growth Stock Risk—growth stocks may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits.

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.

Liquidity Risk—particular investments, such as illiquid securities, may not be able to be sold at the price the Fund would like or the Fund may have to sell them at a loss.

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.

Real Estate Industry Risk—investments in the Fund may be subject to many of the same risks as a direct investment in real estate; in addition, equity REITs may be affected by changes in the value of their underlying properties.

Sector Risk—companies or issuers 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. Stocks in the technology sector currently, and may in the future, comprise a significant portion of the Fund’s portfolio. The technology industries may be affected by technological obsolescence, short product cycles, falling prices and profits, competitive pressures and general market conditions.

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. 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 performance information for the Fund please visit www.managersinvest.com or call 800.835.3879.

The performance information shown in the bar chart is that of the Fund’s Institutional Class shares, and the performance information shown in the bar chart and table includes historical performance of the Fund for periods prior to September 27, 2010, which was the date the Fund was reorganized from the Allianz CCM Capital Appreciation Fund to the Fund. The performance information shown in the table for Class P shares of the Fund is based on the prior performance of the Institutional Class shares and has been adjusted to reflect the higher operating expenses applicable to Class P shares.

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

 

LOGO

Best Quarter: 13.75% (3rd Quarter 2009)

Worst Quarter: -22.41% (4th Quarter 2008)

 

 

 

4    Managers Investment Group


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SUMMARY OF THE FUNDS

 

 

Average Annual Total Returns as of 12/31/11

 

Managers Cadence
Capital Appreciation Fund

 

1 Year

   

5 Years

   

10 Years

   

Since
Inception

 

Institutional Class

       

Return Before Taxes

    -2.70     -1.28     1.89     —     

Institutional Class

       

Return After Taxes on Distributions

    -2.79     -1.75     1.52     —     

Institutional Class

       

Return After Taxes on Distributions and Sale of Fund Shares

    -1.64     -1.18     1.57     —     

Class P

          7/7/08   

Return Before Taxes

    -2.78     —          —          -2.13

Russell 1000® Growth Index

       

(reflects no deduction for fees, expenses, or taxes)

    —          —          —         

 

7/7/08

3.85

  

  

Administrative Class

       

Return Before Taxes

    -2.95     -1.52     1.66     —     

Class D

       

Return Before Taxes

    -3.10     -1.67     1.49     —     

Russell 1000® Growth Index

       

(reflects no deduction for fees, expenses, or taxes)

    2.64     2.50     2.60     —     

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. After-tax returns for Class P, Administrative Class and Class D shares will vary.

PORTFOLIO MANAGEMENT

Investment Manager

Managers Investment Group LLC

Subadvisor

Cadence Capital Management LLC (“Cadence”)

Portfolio Managers

William B. Bannick

Managing Director, Chief Investment Officer and Executive Vice President of Cadence; Portfolio Manager of the Fund since 1992.

Robert L. Fitzpatrick

Managing Director of Cadence;

Portfolio Manager of the Fund since 2004.

Michael J. Skillman

Managing Director and Chief Executive Officer of Cadence;

Portfolio Manager of the Fund since 2006.

Robert E. Ginsberg

Portfolio Manager of Cadence;

Portfolio Manager of the Fund since August, 2011.

Steven C. Demirjian

Portfolio Manager of Cadence;

Portfolio Manager of the Fund since May, 2012.

BUYING AND SELLING FUND SHARES

Initial Investment Minimum

Class P, Administrative and Institutional Class

Regular Account: $2,500,000

Individual Retirement Account: $50,000

Class D

Regular Account: $2,000

Individual Retirement Account: $1,000

Additional Investment Minimum - All Accounts

Class P, Administrative and Institutional Class: $1,000

Class D: $100

TRANSACTION POLICIES

You may sell your shares of the Fund any day that the New York Stock Exchange is open for business, either through your registered investment professional or directly to the Fund. Shares may be sold or exchanged by mail at the address listed below, by phone at 800.548.4539, online at www.managersinvest.com, or by bank wire (if bank wire instructions are on file for your account).

Managers

c/o BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9769

Providence, RI 02940-9769

TAX INFORMATION

The Fund intends to make distributions that are taxable to you as ordinary income or capital gains, except when your investment is in an IRA, 401(k), or other tax-advantaged investment plan. By investing in the Fund through such a plan, you will not be subject to tax on distributions from the Fund so long as the amounts distributed remain in the plan, but you will generally be taxed upon withdrawal of monies from the plan. If your investment is through such a plan, you should consult your tax adviser to determine the suitability of the Fund as an investment through your plan and the tax treatment of distributions to you (including distributions of amounts attributable to an investment in the Fund) from the plan.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

 

 

Managers Investment Group    5


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SUMMARY OF THE FUNDS

 

 

Managers Cadence Focused Growth Fund

 

INVESTMENT OBJECTIVE

The Managers Cadence Focused Growth Fund’s (the “Fund” or “Focused Growth Fund”) investment objective is to seek long-term growth of capital.

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)

 

    Institutional
Class
    Class P     Administrative
Class
    Class D  

Management Fee

    0.45     0.45     0.45     0.45

Distribution and Service (12b-1) Fees

    None        None        0.05     0.25

Other Expenses

    1.03     1.08     0.99     1.13

Acquired Fund Fees and Expenses

    0.01     0.01     0.01     0.01

Total Annual Fund Operating Expenses1

    1.49     1.54     1.50     1.84

Fee Waiver and Expense Reimbursements2

    (0.72 )%      (0.72 )%      (0.72 )%      (0.72 )% 

Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements1

    0.77     0.82     0.78     1.12

 

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, which reflect only the operating expenses of the Fund, certain expense offset items and do not include fees and expenses of any acquired Fund.

2 

Managers Investment Group LLC (“Managers” or the “Investment Manager”) has contractually agreed, through at least October 1, 2013, 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 0.71% 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. 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 Institutional Class, Class P, Administrative Class and Class D shares would be 0.76%, 0.86%, 1.01% and 1.11%, respectively, of the average daily net assets of such classes. 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.

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 October 1, 2013. Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:

 

     1 Year      3 Years      5 Years      10 Years  

Institutional Class

   $ 79       $ 400       $ 745       $ 1,718   

Class P

   $ 84       $ 416       $ 771       $ 1,773   

Administrative Class

   $ 80       $ 403       $ 750       $ 1,729   

Class D

   $ 114       $ 509       $ 928       $ 2,100   

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 129% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 65% of its net assets (plus borrowings made for investment purposes) in common stocks of U.S. companies in the Russell 1000® Growth Index. The Fund primarily invests in common stocks of large capitalization companies. Cadence Capital Management LLC (“Cadence” or the “Subadvisor”) employs a “growth-at-a-reasonable-price” (“GARP”) investment philosophy, allowing the team to invest in companies that exhibit both growth and value characteristics. The team ranks the stocks in this universe based on a series of growth criteria, such as the change in consensus earnings estimates over time, the company’s history in meeting earnings targets, earnings quality, and improvements in return on capital, and a series of value criteria, such as price-to-earnings ratios and free cash flow relative to enterprise value. The Subadvisor then subjects the most attractively ranked stocks in the universe to an analysis of company factors, such as strength of management, competitive industry position and business prospects, and financial statement data, such as earnings, cash flows and profitability. At times, depending on market and other conditions, the Fund may

 

 

 

6    Managers Investment Group


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SUMMARY OF THE FUNDS

 

 

invest a substantial portion of its assets in a small number of issuers, business sectors or industries. The Fund may invest a portion of its assets in real estate investment trusts (“REITs”). Generally, the Fund will hold between approximately 35-45 securities.

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.

Focused Investment Risk—a greater percentage of the Fund’s holdings may be focused in a smaller number of securities which may place the Fund at greater risk than a more diversified fund.

Growth Stock Risk—growth stocks may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits.

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.

Liquidity Risk—particular investments, such as illiquid securities, may not be able to be sold at the price the Fund would like or the Fund may have to sell them at a loss.

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.

Real Estate Industry Risk—investments in the Fund may be subject to many of the same risks as a direct investment in real estate; in addition, equity REITs may be affected by changes in the value of their underlying properties.

Sector Risk—companies or issuers 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. Stocks in the technology sector currently, and may in the future, comprise a significant portion of the Fund’s portfolio. The technology industries may be affected by technological obsolescence, short product cycles, falling prices and profits, competitive pressures and general market conditions.

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. 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 performance information for the Fund please visit www.managersinvest.com or call 800.835.3879.

The performance information shown in the bar chart is that of the Fund’s Institutional Class shares and the performance information shown in the bar chart and table includes historical performance of the Fund for periods prior to September 27, 2010, which was the date the Fund was reorganized from Allianz CCM Focused Growth Fund to the Fund. The performance information shown in the table for Administrative Class, Class D and Class P shares of the Fund is based on the prior performance of the Institutional Class shares and has been adjusted to reflect the higher operating expenses applicable to Administrative Class, Class D and Class P shares.

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

 

LOGO

Best Quarter: 13.98% (3rd Quarter 2009)

Worst Quarter: -22.92% (4th Quarter 2008)

Average Annual Total Returns as of 12/31/11

 

Managers Cadence
Focused Growth Fund

 

1 Year

   

5 Years

   

10 Years

   

Since
Inception

 

Institutional Class

       

Return Before Taxes

    -2.17     -1.44     2.29     —     

Institutional Class

       

Return After Taxes on Distributions

    -3.44     -2.06     1.93     —     

Institutional Class

       

Return After Taxes on Distributions and Sale of Fund Shares

    0.30     -1.41     1.86     —     

Class P

          7/7/08   

Return Before Taxes

    -2.32     —          —          -2.21

Russell 1000® Growth Index

       

(reflects no deduction for fees, expenses, or taxes)

    —          —          —         

 

7/7/08

3.85

  

  

Administrative Class

          9/15/06   

Return Before Taxes

    -2.29     -1.56       -0.58

Russell 1000® Growth Index

       

(reflects no deduction for fees, expenses, or taxes)

    —          —          —         
 
9/15/06
3.63
  
  

Class D

          7/5/06   

Return Before Taxes

    -2.56     -1.80     —          -0.77

Russell 1000® Growth Index

       

(reflects no deduction for fees, expenses, or taxes)

    2.64     2.50     2.60    
 
7/5/06
4.16
  
  
 

 

 

Managers Investment Group    7


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SUMMARY OF THE FUNDS

 

 

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. After-tax returns for Class P, Administrative Class and Class D shares will vary.

PORTFOLIO MANAGEMENT

Investment Manager

Managers Investment Group LLC

Subadvisor

Cadence Capital Management LLC (“Cadence”)

Portfolio Managers

William B. Bannick

Managing Director, Chief Investment Officer and Executive Vice President of Cadence; Portfolio Manager of the Fund since 1999.

Robert L. Fitzpatrick

Managing Director of Cadence;

Portfolio Manager of the Fund since 2004.

Michael J. Skillman

Managing Director and Chief Executive Officer of Cadence;

Portfolio Manager of the Fund since 2006.

Robert E. Ginsberg

Portfolio Manager of Cadence;

Portfolio Manager of the Fund since August, 2011.

Steven C. Demirjian

Portfolio Manager of Cadence;

Portfolio Manager of the Fund since May, 2012.

BUYING AND SELLING FUND SHARES

On September 20-21, 2012, the Fund’s Board of Trustees approved the liquidation and termination of the Fund, which is expected to occur on or about November 30, 2012 (the “Liquidation Date”). Subject to the investment minimums described below, the Fund is no longer accepting new investments, except for investments made (a) through omnibus accounts, (b) pursuant to automatic investment programs (such as automatic investments through 401(k) plans or the reinvestment of dividends and distributions), or (c) by certain retirement accounts, ManagersChoice® and other existing asset allocation programs investing in the Fund. Those shareholders investing in the Fund through one of the exceptions described above may continue to purchase shares of the Fund until the Liquidation Date.

Initial Investment Minimum

Class P, Administrative and Institutional Class

Regular Account: $2,500,000

Individual Retirement Account: $50,000

Class D

Regular Account: $2,000

Individual Retirement Account: $1,000

Additional Investment Minimum - All Accounts

Class P, Administrative and Institutional Class: $1,000

Class D: $100

TRANSACTION POLICIES

You may sell your shares of the Fund any day that the New York Stock Exchange is open for business, either through your registered investment professional or directly to the Fund. Shares may be sold or exchanged by mail at the address listed below, by phone at 800.548.4539, online at www.managersinvest.com, or by bank wire (if bank wire instructions are on file for your account).

Managers

c/o BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9769

Providence, RI 02940-9769

TAX INFORMATION

The Fund intends to make distributions that are taxable to you as ordinary income or capital gains, except when your investment is in an IRA, 401(k), or other tax-advantaged investment plan. By investing in the Fund through such a plan, you will not be subject to tax on distributions from the Fund so long as the amounts distributed remain in the plan, but you will generally be taxed upon withdrawal of monies from the plan. If your investment is through such a plan, you should consult your tax adviser to determine the suitability of the Fund as an investment through your plan and the tax treatment of distributions to you (including distributions of amounts attributable to an investment in the Fund) from the plan.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

 

 

8    Managers Investment Group


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SUMMARY OF THE FUNDS

 

 

Managers Cadence Mid-Cap Fund

 

INVESTMENT OBJECTIVE

The Managers Cadence Mid-Cap Fund’s (the “Fund” or “Mid-Cap Fund”) investment objective is to seek growth of capital.

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)

 

    Institutional           Administrative        
    Class     Class P     Class     Class D  

Management Fee

    0.45     0.45     0.45     0.45

Distribution and Service (12b-1) Fees

    None        None        None        0.25

Other Expenses

    0.35     0.42     0.60     0.50

Total Annual Fund Operating Expenses1

    0.80     0.87     1.05     1.20

Fee Waiver and Expense Reimbursements2

    (0.08 )%      (0.08 )%      (0.08 )%      (0.08 )% 

Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements1

    0.72     0.79     0.97     1.12

 

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, which reflect the operating expenses of the Fund and certain expense offset items.

2 

Managers Investment Group LLC (“Managers” or the “Investment Manager”) has contractually agreed, through at least October 1, 2013, 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 0.72% 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. 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 Institutional Class, Class P, Administrative Class and Class D shares would be 0.72%, 0.82%, 0.97% and 1.12%, respectively, of the average daily net assets of such classes. 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.

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 October 1, 2013. Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:

 

     1 Year      3 Years      5 Years      10 Years  

Institutional Class

   $ 74       $ 247       $ 436       $ 982   

Class P

   $ 81       $ 270       $ 474       $ 1,065   

Administrative Class

   $ 99       $ 326       $ 572       $ 1,275   

Class D

   $ 114       $ 373       $ 652       $ 1,447   

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 127% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets (plus borrowings made for investment purposes) in common stocks of U.S. companies with medium market capitalizations. The Fund primarily invests in common stocks of mid-capitalization companies. Cadence Capital Management LLC (“Cadence” or the “Subadvisor”) employs a “growth-at-a-reasonable-price” (“GARP”) investment philosophy, allowing the team to invest in companies that exhibit both growth and value characteristics. The Fund currently defines medium market capitalization companies as those with a market capitalization within the market capitalization range of the companies represented in the Russell Midcap® Index (between $1.4 billion and $17.4 billion as of the latest reconstitution of the Index on May 31, 2012). The team ranks the stocks in this universe based on a series of growth criteria, such as the change in consensus earnings estimates over time, the company’s history in meeting earnings targets, earnings quality, and improvements in return on capital, and a series of value criteria, such as price-to-earnings ratios and free cash flow relative to enterprise value. The Subadvisor then subjects the most

 

 

 

Managers Investment Group    9


Table of Contents

SUMMARY OF THE FUNDS

 

 

attractively ranked stocks in the universe to an analysis of company factors, such as strength of management, competitive industry position and business prospects, and financial statement data, such as earnings, cash flows and profitability. The Fund may invest a portion of its assets in real estate investment trusts (“REITs”). Generally, the Fund will hold between approximately 70-95 securities.

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.

Growth Stock Risk—growth stocks may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits.

Liquidity Risk—particular investments, such as illiquid securities, may not be able to be sold at the price the Fund would like or the Fund may have to sell them at a loss.

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.

Real Estate Industry Risk—investments in the Fund may be subject to many of the same risks as a direct investment in real estate; in addition, equity REITs may be affected by changes in the value of their underlying properties.

Sector Risk—companies or issuers 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. Stocks in the technology and consumer discretionary sectors currently, and may in the future, comprise a significant portion of the Fund’s portfolio. The technology industries may be affected by technological obsolescence, short product cycles, falling prices and profits, competitive pressures and general market conditions. The consumer discretionary industries may be affected by the performance of the overall economy, consumer confidence and spending, changes in demographics and consumer tastes, interest rates, and competitive pressures.

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 broadly based securities market index. 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 performance information for the Fund please visit www.managersinvest.com or call 800.835.3879.

The performance information shown in the bar chart is that of the Fund’s Institutional Class shares, and the performance information shown in the bar chart and table includes historical performance of the Fund for periods prior to September 27, 2010, which was the date the Fund was reorganized from the Allianz CCM Mid-Cap Fund to the Fund. The performance information shown in the table for Class P shares of the Fund is based on the prior performance of the Institutional Class shares and has been adjusted to reflect the higher operating expenses applicable to Class P shares.

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

 

LOGO

Best Quarter: 16.06% (3rd Quarter 2009)

Worst Quarter: -26.34% (4th Quarter 2008)

Average Annual Total Returns as of 12/31/11

 

Managers Cadence Mid-Cap
Fund

  

1 Year

   

5 Years

   

10 Years

   

Since
Inception

 

Institutional Class

        

Return Before Taxes

     -1.27     1.34     4.61     —     

Institutional Class

        

Return After Taxes on Distributions

     -1.27     0.90     4.21     —     

Institutional Class

        

Return After Taxes on Distributions and Sale of Fund Shares

     -0.83     1.05     3.95     —     

Class P

           7/7/08   

Return Before Taxes

     -1.40     —          —          -0.83

Russell Midcap® Growth Index

        

(reflects no deduction for fees, expenses, or taxes)

     —          —          —         

 

7/7/08

3.75

  

  

Administrative Class

        

Return Before Taxes

     -1.53     1.08     4.33     —     

Class D

        

Return Before Taxes

     -1.67     0.93     4.20     —     

Russell Midcap® Growth Index

        

(reflects no deduction for fees, expenses, or taxes)

     -1.65     2.44     5.29     —     
 

 

10    Managers Investment Group


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SUMMARY OF THE FUNDS

 

 

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. After-tax returns for Class P, Administrative Class and Class D shares will vary.

PORTFOLIO MANAGEMENT

Investment Manager

Managers Investment Group LLC

Subadvisor

Cadence Capital Management LLC (“Cadence”)

Portfolio Managers

William B. Bannick

Managing Director, Chief Investment Officer and Executive Vice President of Cadence; Portfolio Manager of the Fund since 1992.

Robert L. Fitzpatrick

Managing Director of Cadence;

Portfolio Manager of the Fund since 2004.

Michael J. Skillman

Managing Director and Chief Executive Officer of Cadence;

Portfolio Manager of the Fund since 2006.

Robert E. Ginsberg

Portfolio Manager of Cadence;

Portfolio Manager of the Fund since August, 2011.

Steven C. Demirjian

Portfolio Manager of Cadence;

Portfolio Manager of the Fund since May, 2012.

BUYING AND SELLING FUND SHARES

Initial Investment Minimum

Class P, Administrative and Institutional Class

Regular Account: $2,500,000

Individual Retirement Account: $50,000

Class D

Regular Account: $2,000

Individual Retirement Account: $1,000

Additional Investment Minimum - All Accounts

Class P, Administrative and Institutional Class: $1,000

Class D: $100

TRANSACTION POLICIES

You may sell your shares of the Fund any day that the New York Stock Exchange is open for business, either through your registered investment professional or directly to the Fund. Shares may be sold or exchanged by mail at the address listed below, by phone at 800.548.4539, online at www.managersinvest.com, or by bank wire (if bank wire instructions are on file for your account).

Managers

c/o BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9769

Providence, RI 02940-9769

TAX INFORMATION

The Fund intends to make distributions that are taxable to you as ordinary income or capital gains, except when your investment is in an IRA, 401(k), or other tax-advantaged investment plan. By investing in the Fund through such a plan, you will not be subject to tax on distributions from the Fund so long as the amounts distributed remain in the plan, but you will generally be taxed upon withdrawal of monies from the plan. If your investment is through such a plan, you should consult your tax adviser to determine the suitability of the Fund as an investment through your plan and the tax treatment of distributions to you (including distributions of amounts attributable to an investment in the Fund) from the plan.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

 

 

 

Managers Investment Group    11


Table of Contents

SUMMARY OF THE FUNDS

 

 

Managers Cadence Emerging Companies Fund

 

INVESTMENT OBJECTIVE

The Managers Cadence Emerging Companies Fund’s (the “Fund” or “Emerging Companies Fund”) investment objective is to seek long-term growth of capital.

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)

 

    Institutional Class     Administrative Class  

Management Fee

    1.25     1.25

Distribution and Service (12b-1) Fees

    None        None   

Other Expenses

    0.48     0.71

Acquired Fund Fees and Expenses

    0.01     0.01

Total Annual Fund Operating Expenses1

    1.74     1.97

Fee Waiver and Expense Reimbursements2

    (0.31 )%      (0.31 )% 

Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements1

    1.43     1.66

 

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, which reflect only the operating expenses of the Fund, certain expense offset items and do not include fees and expenses of any acquired Fund.

2 

Managers Investment Group LLC (“Managers” or the “Investment Manager”) has contractually agreed, through at least October 1, 2013, 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 1.42% 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. Under such arrangements, 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 Institutional Class and Administrative Class would be 1.42% and 1.67%, respectively, of the average daily net assets of such classes. 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.

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 October 1, 2013. Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:

 

     1 Year      3 Years      5 Years      10 Years  

Institutional Class

   $ 146       $ 518       $ 915       $ 2,026   

Administrative Class

   $ 169       $ 588       $ 1,034       $ 2,271   

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 120% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets in “emerging companies.” Cadence Capital Management LLC (“Cadence” or the “Subadvisor”) employs a “growth-at-a-reasonable-price” (“GARP”) investment philosophy, allowing the team to invest in companies that exhibit both growth and value characteristics. The Subadvisor seeks to find small-cap, emerging companies that have improving fundamentals (based on growth criteria) and whose stock the Subadvisor believes to be reasonably valued by the market (based on value criteria). Cadence defines “emerging companies” as companies it believes have improving fundamentals; are developing new products or technologies, entering new markets or growing market share within existing markets; and whose stock is reasonably valued by the market. Although emerging companies may potentially be found in any market capitalization, Cadence will invest at least 80% of its net assets, under normal circumstances, in U.S. companies with market capitalizations within the range of the Russell Microcap® Index and the Russell 2000® Index. As of May 31, 2012, the latest reconstitution of the indices, the lowest market capitalization in the Russell Microcap® Index was $30 million and the highest market capitalization in the Russell 2000® Index was $2.6 billion.

 

 

 

12    Managers Investment Group


Table of Contents

SUMMARY OF THE FUNDS

 

 

The team ranks the stocks in this universe based on a series of growth criteria, such as the change in consensus earnings estimates over time, the company’s history in meeting earnings targets, earnings quality, and improvements in return on capital, and a series of value criteria, such as price-to-earnings ratios and free cash flow relative to enterprise value.

The team then subjects the most attractively ranked stocks in the universe to an analysis of company factors, such as strength of management, competitive industry position and business prospects, and financial statement data, such as earnings, cash flows and profitability. The Fund may invest a portion of its assets in real estate investment trusts (“REITs”). Generally, the Fund will hold between approximately 75-120 securities.

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.

Growth Stock Risk—growth stocks may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits.

Liquidity Risk—particular investments, such as illiquid securities, may not be able to be sold at the price the Fund would like or the Fund may have to sell them at a loss.

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.

Real Estate Industry Risk—investments in the Fund may be subject to many of the same risks as a direct investment in real estate; in addition, equity REITs may be affected by changes in the value of their underlying properties.

Sector Risk—issuers 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. Stocks in each of the technology and health care sectors currently, and may in the future, comprise a significant portion of the Fund’s portfolio. Companies in the technology sector may be affected by technological obsolescence, short product cycles, falling prices and profits, competitive pressures and general market conditions. Companies in the health care sector may be affected by technological obsolescence, changes in regulatory approval policies for drugs, medical devices or procedures and changes in governmental and private payment systems.

Small- and Micro-Capitalization Stock Risk—the stocks of small- and micro-capitalization companies and emerging companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

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 Russell Microcap® Growth Index. The Fund also compares its performance to a secondary benchmark, the Russell 2000® Growth Index. 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 performance information for the Fund please visit www.managersinvest.com or call 800.835.3879.

The performance information shown in the bar chart is that of the Fund’s Institutional Class shares and the performance information shown in the bar chart and table includes historical performance of the Fund for periods prior to September 27, 2010, which was the date the Fund was reorganized from Allianz CCM Emerging Companies Fund to the Fund.

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

 

LOGO

Best Quarter: 22.44% (2nd Quarter 2003)

Worst Quarter: -24.75% (4th Quarter 2008)

Average Annual Total Returns as of 12/31/11

 

Managers Cadence Emerging Companies
Fund

  

1 Year

   

5 Years

   

10 Years

 

Institutional Class

      

Return Before Taxes

     5.16     2.27     6.42

Institutional Class

      

Return After Taxes on Distributions

     5.16     1.86     5.17

Institutional Class

      

Return After Taxes on Distributions and Sale of Fund Shares

     3.35     1.89     5.13

Administrative Class

      

Return Before Taxes

     4.83     1.99     6.15

Russell Microcap® Growth Index

      

(reflects no deduction for fees, expenses, or taxes)

     -8.42     -2.32     2.77

Russell 2000® Growth Index

      

(reflects no deduction for fees, expenses, or taxes)

     -2.91     2.09     4.48
 

 

Managers Investment Group    13


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SUMMARY OF THE FUNDS    SUMMARY OF THE FUNDS

 

 

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. After-tax returns for Administrative Class shares will vary.

PORTFOLIO MANAGEMENT

Investment Manager

Managers Investment Group LLC

Subadvisor

Cadence Capital Management LLC (“Cadence”)

Portfolio Managers

William B. Bannick

Managing Director, Chief Investment Officer and Executive Vice President of Cadence; Portfolio Manager of the Fund since 1993.

Robert L. Fitzpatrick

Managing Director of Cadence;

Portfolio Manager of the Fund since 2004.

Michael J. Skillman

Managing Director and Chief Executive Officer of Cadence;

Portfolio Manager of the Fund since 2006.

Robert E. Ginsberg

Portfolio Manager of Cadence;

Portfolio Manager of the Fund since August, 2011.

Steven C. Demirjian

Portfolio Manager of Cadence;

Portfolio Manager of the Fund since May, 2012.

BUYING AND SELLING FUND SHARES

Initial Investment Minimum

Administrative Class and Institutional Class

Regular Account: $2,500,000

Individual Retirement Account: $50,000

Additional Investment Minimum - All Accounts

Administrative Class and Institutional Class: $1,000

TRANSACTION POLICIES

You may sell your shares of the Fund any day that the New York Stock Exchange is open for business, either through your registered investment professional or directly to the Fund. Shares may be sold or exchanged by mail at the address listed below, by phone at 800.548.4539, online at www.managersinvest.com, or by bank wire (if bank wire instructions are on file for your account).

Managers

c/o BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9769

Providence, RI 02940-9769

TAX INFORMATION

The Fund intends to make distributions that are taxable to you as ordinary income or capital gains, except when your investment is in an IRA, 401(k), or other tax-advantaged investment plan. By investing in the Fund through such a plan, you will not be subject to tax on distributions from the Fund so long as the amounts distributed remain in the plan, but you will generally be taxed upon withdrawal of monies from the plan. If your investment is through such a plan, you should consult your tax adviser to determine the suitability of the Fund as an investment through your plan and the tax treatment of distributions to you (including distributions of amounts attributable to an investment in the Fund) from the plan.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

 

 

 

14    Managers Investment Group


Table of Contents

ADDITIONAL INFORMATION ABOUT THE FUNDS

 

 

MANAGERS CADENCE CAPITAL APPRECIATION FUND

(“CADENCE CAPITAL APPRECIATION FUND”)

 

This Fund will invest primarily in the securities and instruments as described in the Fund’s summary section of the Prospectus. This section contains additional information about the Fund’s investment strategies and the investment techniques utilized by the Fund’s Subadvisors in managing the Fund, and also additional information about the Fund’s expenses and performance.

 

ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL INVESTMENT STRATEGIES

 

The Subadvisor’s GARP philosophy seeks to select large-cap securities that the Subadvisor believes have strong growth potential, and are reasonably priced. Using a blend of growth and value investing strategies, the Fund seeks large-cap growth stocks that the Subadvisor feels are fairly valued by the market. This focus on growth potential, with attention to price, can help protect the Fund from the risk of buying overvalued stocks.

 

The Subadvisor re-ranks the universe frequently and seeks to consistently achieve a favorable balance of growth and value characteristics for the Fund. The Subadvisor may look to sell a stock when company or industry fundamentals deteriorate, when it has negative earnings surprises, or when company management lowers expectations or guidance for sales or earnings. A position may also be reduced if the team believes its weighting should be reduced or if an alternative investment is deemed to be more attractive. The Subadvisor may interview company management in making investment decisions.

 

WHERE THIS FUND FITS AS PART OF YOUR ASSET ALLOCATION

 

In selecting a mutual fund, one should consider its overall fit within an asset allocation plan. This Fund may be appropriate as part of your overall investment allocation if you are:

 

•     Looking to gain exposure to high quality, U.S. companies.

 

•     Seeking long-term growth of capital.

 

•     Willing to accept a higher degree of risk for the opportunity of higher potential returns.

 

•     Willing to accept short-term volatility of returns.

 

ADDITIONAL INFORMATION ABOUT THE FUND’S EXPENSES AND PERFORMANCE

 

Under “Fees and Expenses of the Fund” in the Fund’s summary section, because Class P, Administrative Class and Class D shares are authorized to pay up to 0.10%, 0.25%, and 0.15%, respectively, in shareholder servicing fees, Total Annual Fund Operating Expenses and Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements may fluctuate from year-to-year based on the actual amount of shareholder servicing fees incurred. Please see “Choosing a Share Class” for more information on the Fund’s shareholder servicing fees.

 

Under “Performance” in the Fund’s summary section, the performance information shown includes, for periods prior to September 27, 2010, performance of the predecessor to the Fund, the Allianz CCM Capital Appreciation Fund, a series of Allianz Funds (the “Capital Appreciation Predecessor Fund”), which was reorganized into the Fund on September 27, 2010, and was managed by Cadence with the same investment objective and substantially similar investment policies as those of the Fund.

 

The performance information assumes that all dividend and capital gain distributions have been reinvested for the Fund and, where applicable, for the Index shown in the table. The information in the bar chart is for Institutional Class shares of the Fund. Class P, Administrative Class and Class D shares would have similar annual returns as Institutional Class shares because such classes are invested in the same portfolio of securities. Annual returns for the various share classes would differ only to the extent that the classes have different expenses. The performance information also reflects the impact of the Fund’s contractual expense limitation, if any. If the Investment Manager or the Capital Appreciation Predecessor Fund’s investment manager, as applicable had not agreed to limit expenses, returns would have been lower.

  

PORTFOLIO MANAGERS

 

LOGO

 

William B. Bannick

Managing Director, Chief Investment Officer and Executive Vice President

 

LOGO

 

Robert L. Fitzpatrick

Managing Director

 

LOGO

 

Michael J. Skillman

Managing Director and

Chief Executive Officer

 

LOGO

 

Robert E. Ginsberg

Portfolio Manager

 

LOGO

 

Steven C. Demirjian

Portfolio Manager

 

See “Fund Management” on pages 23-24 for more information on the portfolio managers.

 

 

Managers Investment Group    15


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ADDITIONAL INFORMATION ABOUT THE FUNDS

 

 

PORTFOLIO MANAGERS

 

LOGO

 

William B. Bannick

Managing Director, Chief Investment Officer and Executive Vice President

 

LOGO

 

Robert L. Fitzpatrick

Managing Director

 

LOGO

 

Michael J. Skillman

Managing Director and

Chief Executive Officer

 

LOGO

 

Robert E. Ginsberg

Portfolio Manager

 

LOGO

 

Steven C. Demirjian

Portfolio Manager

 

See “Fund Management” on pages 23-24 for more information on the portfolio managers.

  

MANAGERS CADENCE FOCUSED GROWTH FUND

(“CADENCE FOCUSED GROWTH FUND”)

 

This Fund will invest primarily in the securities and instruments as described in the Fund’s summary section of the Prospectus. This section contains additional information about the Fund’s investment strategies and the investment techniques utilized by the Fund’s Subadvisors in managing the Fund, and also additional information about the Fund’s expenses and performance.

 

ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL INVESTMENT STRATEGIES

 

The Subadvisor’s GARP philosophy seeks to select large-cap securities that the Subadvisor believes have strong growth potential, and are reasonably priced. Using a blend of growth and value investing strategies, the Fund seeks large-cap growth stocks that the Subadvisor feels are fairly valued by the market. This focus on growth potential, with attention to price, can help protect the Fund from the risk of buying overvalued stocks.

 

The Subadvisor re-ranks the universe frequently and seeks to consistently achieve a favorable balance of growth and value characteristics for the Fund. The Subadvisor may look to sell a stock when company or industry fundamentals deteriorate, when it has negative earnings surprises, or when company management lowers expectations or guidance for sales or earnings. A position may also be reduced if the team believes its weighting should be reduced or if an alternative investment is deemed to be more attractive. The Subadvisor may interview company management in making investment decisions.

 

WHERE THIS FUND FITS AS PART OF YOUR ASSET ALLOCATION

 

In selecting a mutual fund, one should consider its overall fit within an asset allocation plan. This Fund may be appropriate as part of your overall investment allocation if you are:

 

•     Looking to gain exposure to large, high-quality U.S. companies.

 

•     Seeking long-term growth of capital.

 

•     Willing to accept a higher degree of risk for the opportunity of higher potential returns.

 

•     Willing to accept short-term volatility of returns.

 

ADDITIONAL INFORMATION ABOUT THE FUND’S EXPENSES AND PERFORMANCE

 

Under “Fees and Expenses of the Fund” in the Fund’s summary section, because Institutional Class, Class P, Administrative Class and Class D shares are authorized to pay up to 0.05%, 0.10%, 0.25%, and 0.15%, respectively, in shareholder servicing fees, Total Annual Fund Operating Expenses and Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements may fluctuate from year-to-year based on the actual amount of shareholder servicing fees incurred. Please see “Choosing a Share Class” for more information on the Fund’s shareholder servicing fees.

 

Under “Performance” in the Fund’s summary section, the performance information shown includes, for periods prior to September 27, 2010, performance of the predecessor to the Fund, the Allianz CCM Focused Growth Fund, a series of Allianz Funds (the “Focused Growth Predecessor Fund”), which was reorganized into the Fund on September 27, 2010, and was managed by Cadence with the same investment objective and substantially similar investment policies as those of the Fund.

 

The performance information assumes that all dividend and capital gain distributions have been reinvested for the Fund and, where applicable, for the Index shown in the table. The information in the bar chart is for Institutional Class shares of the Fund. Class P, Administrative Class and Class D shares would have similar annual returns as Institutional Class shares because such classes are invested in the same portfolio of securities. Annual returns for the various share classes would differ only to the extent that the classes have different expenses. The performance information also reflects the impact of the Fund’s contractual expense limitation, if any. If the Investment Manager or the Focused Growth Predecessor Fund’s investment manager, as applicable, had not agreed to limit expenses, returns would have been lower.

 

 

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ADDITIONAL INFORMATION ABOUT THE FUNDS

 

 

MANAGERS CADENCE MID-CAP FUND (“CADENCE MID-CAP FUND”)

 

This Fund will invest primarily in the securities and instruments as described in the Fund’s summary section of the Prospectus. This section contains additional information about the Fund’s investment strategies and the investment techniques utilized by the Fund’s Subadvisors in managing the Fund, and also additional information about the Fund’s expenses and performance.

 

ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL INVESTMENT STRATEGIES

 

The Subadvisor’s GARP philosophy seeks to select mid-cap securities that the Subadvisor believes have strong growth potential, and are reasonably priced. Using a blend of growth and value investing strategies, the Fund seeks mid-cap growth stocks that the Subadvisor feels are fairly valued by the market. This focus on growth potential, with attention to price, can help protect the Fund from the risk of buying overvalued stocks.

 

The Subadvisor re-ranks the universe frequently and seeks to consistently achieve a favorable balance of growth and value characteristics for the Fund. The Subadvisor may look to sell a stock when company or industry fundamentals deteriorate, when it has negative earnings surprises, or when company management lowers expectations or guidance for sales or earnings. A position may also be reduced if the team believes its weighting should be reduced or if an alternative investment is deemed to be more attractive. The Subadvisor may interview company management in making investment decisions.

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets (plus borrowings made for investment purposes) in common stocks of U.S. companies with medium market capitalizations. The Fund will not change this policy unless the Fund provides shareholders with the notice required by Rule 35d-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), as it may be amended or interpreted by the Securities and Exchange Commission (the “SEC”) from time to time.

 

WHERE THIS FUND FITS AS PART OF YOUR ASSET ALLOCATION

 

In selecting a mutual fund, one should consider its overall fit within an asset allocation plan. This Fund may be appropriate as part of your overall investment allocation if you are:

 

•     Looking to gain exposure to mid-sized, high quality, U.S. companies.

 

•     Seeking long-term growth of capital.

 

•     Willing to accept a higher degree of risk for the opportunity of higher potential returns.

 

•     Willing to accept short-term volatility of returns.

 

ADDITIONAL INFORMATION ABOUT THE FUND’S EXPENSES AND PERFORMANCE

 

Under “Fees and Expenses of the Fund” in the Fund’s summary section, because Class P, Administrative Class, Class D and Institutional Class shares are authorized to pay up to 0.10%, 0.25%, 0.15%, and $16 per position, respectively, in shareholder servicing fees, Total Annual Fund Operating Expenses and Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements may fluctuate from year-to-year based on the actual amount of shareholder servicing fees incurred. Please see “Choosing a Share Class” for more information on the Fund’s shareholder servicing fees.

 

Under “Performance” in the Fund’s summary section, the performance information shown includes, for periods prior to September 27, 2010, performance of the predecessor to the Fund, the Allianz CCM Mid-Cap Fund, a series of Allianz Funds (the “Mid-Cap Predecessor Fund”), which was reorganized into the Fund on September 27, 2010, and was managed by Cadence with the same investment objective and substantially similar investment policies as those of the Fund.

  

PORTFOLIO MANAGERS

 

LOGO

 

William B. Bannick

Managing Director, Chief Investment Officer and Executive Vice President

 

LOGO

 

Robert L. Fitzpatrick

Managing Director

 

LOGO

 

Michael J. Skillman

Managing Director and

Chief Executive Officer

 

LOGO

 

Robert E. Ginsberg

Portfolio Manager

 

LOGO

 

Steven C. Demirjian

Portfolio Manager

 

See “Fund Management” on pages 23-24 for more information on the portfolio managers.

 

Managers Investment Group    17


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ADDITIONAL INFORMATION ABOUT THE FUNDS

 

 

MANAGERS CADENCE MID-CAP FUND (CONTINUED)

 

The performance information assumes that all dividend and capital gain distributions have been reinvested for the Fund and, where applicable, for the Index shown in the table. The information in the bar chart is for Institutional Class shares of the Fund. Class P, Administrative Class and Class D shares would have similar annual returns as Institutional Class shares because such classes are invested in the same portfolio of securities. Annual returns for the various share classes would differ only to the extent that the classes have different expenses. The performance information also reflects the impact of the Fund’s contractual expense limitation, if any. If the Investment Manager or the Mid-Cap Predecessor Fund’s investment manager, as applicable, had not agreed to limit expenses, returns would have been lower.

 

 

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ADDITIONAL INFORMATION ABOUT THE FUNDS

 

 

MANAGERS CADENCE EMERGING COMPANIES FUND

(“CADENCE EMERGING COMPANIES FUND”)

 

This Fund will invest primarily in the securities and instruments as described in the Fund’s summary section of the Prospectus. This section contains additional information about the Fund’s investment strategies and the investment techniques utilized by the Fund’s Subadvisors in managing the Fund, and also additional information about the Fund’s expenses and performance.

 

ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL INVESTMENT STRATEGIES

 

The Subadvisor’s GARP philosophy seeks to select small-cap securities that the Subadvisor believes have strong growth potential, and are reasonably priced. Using a blend of growth and value investing strategies, the Fund seeks small-cap growth stocks that the Subadvisor feels are fairly valued by the market. This focus on growth potential, with attention to price, can help protect the Fund from the risk of buying overvalued stocks.

 

The Subadvisor re-ranks the universe frequently and seeks to consistently achieve a favorable balance of growth and value characteristics for the Fund. The Subadvisor may look to sell a stock when company or industry fundamentals deteriorate, when it has negative earnings surprises, or when company management lowers expectations or guidance for sales or earnings. A position may also be reduced if the team believes its weighting should be reduced or if an alternative investment is deemed to be more attractive. The Fund expects to invest a substantial portion of its assets in the securities of companies with smaller market capitalizations, as described above, and may invest in securities issued in initial public offerings (IPOs). The Subadvisor may interview company management in making investment decisions.

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets in “emerging companies,” as that term is defined under “Principal Investment Strategies” in the Fund’s summary section. The Fund will not change this policy unless the Fund provides shareholders with the notice required by Rule 35d-1 under the 1940 Act, as it may be amended or interpreted by the SEC from time to time

 

WHERE THIS FUND FITS AS PART OF YOUR ASSET ALLOCATION

 

In selecting a mutual fund, one should consider its overall fit within an asset allocation plan. This Fund may be appropriate as part of your overall investment allocation if you are:

 

•        Looking to gain exposure to mid-sized, high quality, U.S. companies.

 

•        Seeking long-term growth of capital.

 

•        Willing to accept a higher degree of risk for the opportunity of higher potential returns.

 

•        Willing to accept short-term volatility of returns.

 

ADDITIONAL INFORMATION ABOUT THE FUND’S EXPENSES AND PERFORMANCE

 

Under “Fees and Expenses of the Fund” in the Fund’s summary section, because the Administrative Class shares are authorized to pay up to 0.25% in shareholder servicing fees, Total Annual Fund Operating Expenses and Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements may fluctuate from year-to-year based on the actual amount of shareholder servicing fees incurred. Please see “Choosing a Share Class” for more information on the Fund’s shareholder servicing fees.

 

Under “Performance” in the Fund’s summary section, the performance information shown includes, for periods prior to September 27, 2010, performance of the predecessor to the Fund, the Allianz CCM Emerging Companies Fund, a series of Allianz Funds (the “Emerging Companies Predecessor Fund”), which was reorganized into the Fund on September 27, 2010, and was managed by Cadence with the same investment objective and substantially similar investment policies as those of the Fund.

  

PORTFOLIO MANAGERS

 

LOGO

 

William B. Bannick

Managing Director, Chief Investment Officer and Executive Vice President

 

LOGO

 

Robert L. Fitzpatrick

Managing Director

 

LOGO

 

Michael J. Skillman

Managing Director and

Chief Executive Officer

 

LOGO

 

Robert E. Ginsberg

Portfolio Manager

 

LOGO

 

Steven C. Demirjian

Portfolio Manager

 

See “Fund Management” on pages 23-24 for more information on the portfolio managers.

 

Managers Investment Group    19


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ADDITIONAL INFORMATION ABOUT THE FUNDS

 

 

MANAGERS CADENCE EMERGING COMPANIES FUND (CONTINUED)

 

The performance information assumes that all dividend and capital gain distributions have been reinvested for the Fund and, where applicable, for the Index shown in the table. The information in the bar chart is for Institutional Class shares of the Fund. Administrative Class shares would have similar annual returns as Institutional Class shares because both classes are invested in the same portfolio of securities. Annual returns for Institutional Class and Administrative Class shares would differ only to the extent that the classes have different expenses. The performance information also reflects the impact of the Fund’s contractual expense limitation, if any. If the Investment Manager or the Emerging Companies Predecessor Fund’s investment manager, as applicable, had not agreed to limit expenses, returns would have been lower.

 

 

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ADDITIONAL INFORMATION ABOUT THE FUNDS

 

 

SUMMARY OF THE FUNDS’ PRINCIPAL RISKS

 

This section presents more detailed information about each Fund’s risks as described in the summary section of the Fund’s Prospectus. The Funds may not be subject to all of the risks below, and not all Funds invest in the types of instruments mentioned. Please see the summary section of each Fund’s Prospectus for a description of the Fund’s risks and the types of instruments in which the Fund invests. All Funds could be subject to additional risks because the types of investments they make and market conditions may change over time.

All investments involve some type and level of risk. There is the risk that you will lose money on your investment. Before you invest, please make sure that you have read, and understand, the risk factors that apply to the Funds. In addition, the Funds are subject to management risk because they are actively managed investment portfolios. Each Fund’s Subadvisor will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired result.

FOCUSED INVESTMENT RISK

(Focused Growth Fund)

A Fund that invests a significant portion of its assets in a relatively small number of securities may have more risk because changes in the value of a single security or the impact of a single economic, political or regulatory occurrence may have a great adverse impact on the Fund’s net asset value.

GROWTH STOCK RISK

(All Funds)

Growth stocks may be more sensitive to changes in current or expected earnings than other types of stocks and tend to be more volatile than the market in general. Growth stocks may underperform value stocks during given periods.

LARGE-CAPITALIZATION STOCK RISK

(Capital Appreciation Fund, Focused Growth Fund)

Large-capitalization companies tend to compete in mature product markets and do not typically experience the level of sustained growth of smaller companies and companies competing in less mature product markets. Also, large-capitalization companies may be unable to respond as quickly as smaller companies to competitive challenges or changes in business, product, financial, or other market conditions. For these and other reasons, a Fund that invests in large-capitalization companies may underperform other stock funds (such as funds that focus on the stocks of small- and medium-capitalization companies) when stocks of large-capitalization companies are out of favor.

LIQUIDITY RISK

(All Funds)

Liquidity risk exists when particular investments are difficult to sell. A Fund may not be able to sell these illiquid investments at the best prices. Investments in non-U.S. investments, restricted securities,

securities having small market capitalizations, and securities having substantial market and/or credit and counterparty risk tend to involve greater liquidity risk.

MARKET RISK

(All Funds)

Market prices of investments held by a Fund may fall rapidly or unpredictably and will rise and fall due to changing economic, political, or market conditions or in response to events that affect particular industries or companies. The value of your investment could go up or down depending on market conditions. Equity investments generally have greater price volatility than fixed income investments. Since foreign investments trade on different markets, which have different supply and demand characteristics, their prices are not as closely linked to the U.S. markets. Foreign securities markets have their own market risks, and they may be more or less volatile than U.S. markets and may move in different directions.

MID-CAPITALIZATION STOCK RISK

(Capital Appreciation Fund, Focused Growth Fund, Mid-Cap Fund)

The stocks of mid-capitalization companies involve more risk than the stocks of larger, more established companies because they often have greater price volatility, lower trading volume, and less liquidity. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. A Fund that invests in mid-capitalization companies may underperform other stock funds (such as large-company stock funds) when stocks of mid-capitalization companies are out of favor.

REAL ESTATE INDUSTRY RISK

(All Funds)

The stock prices of companies in the real estate industry are typically sensitive to changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, as well as the management skill and creditworthiness of the issuer. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws that could negatively affect their value. These factors may reduce the value of the Fund’s investments in REITs and the real estate industry.

SECTOR RISK

(All Funds)

Issuers and companies that are in similar industry sectors may be similarly affected by particular economic or market events. As a result, a Fund’s performance could be more volatile than the performance of a fund that is more diversified across industry sectors. Stocks in the technology, health care, & consumer discretionary sectors currently, and may in the future, comprise a significant portion

 

 

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ADDITIONAL INFORMATION ABOUT THE FUNDS

 

 

SUMMARY OF THE FUNDS’ PRINCIPAL RISKS (CONTINUED)

 

of the Fund’s portfolio. The technology industries may be affected by technological obsolescence, short product cycles, falling prices and profits, competitive pressures and general market conditions. Companies in the health care sector may be affected by government regulation, government approval of products and services, technological obsolescence, patent expirations, product liability or other litigation, and changes in governmental and private payment systems. The consumer discretionary industries may be affected by the performance of the overall economy, consumer confidence and spending, changes in demographics and consumer tastes, interest rates, and competitive pressures.

SMALL- AND MICRO-CAPITALIZATION STOCK RISK

(Emerging Companies Fund)

The stocks of small- and micro-capitalization companies and emerging companies involve more risk than the stocks of larger, more established companies because they often have greater price volatility, lower trading volume, and less liquidity than larger, more established companies. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. A Fund that invests in small- and micro-capitalization companies may underperform other stock funds (such as medium- and large-company stock funds) when stocks of small- and micro-capitalization companies are out of favor.

 

 

OTHER IMPORTANT INFORMATION ABOUT THE FUNDS AND THEIR INVESTMENT STRATEGIES AND RISKS

 

In addition to the principal investment strategies described in this Prospectus, the Funds may also make other types of investments, and, therefore, may be subject to other risks. Some of these risks are described in the Funds’ Statement of Additional Information dated October 1, 2012 (the “SAI”).

INVESTMENT OBJECTIVES

Each Fund’s investment objective may be changed without shareholder approval.

TEMPORARY DEFENSIVE MEASURES

From time to time, each Fund may invest a portion of its assets in money market securities, cash, or cash equivalents as a temporary defensive measure. These temporary defensive measures may be inconsistent with a Fund’s investment objective and principal investment strategies. A Fund may not be able to achieve its stated investment objective while taking these defensive measures.

PORTFOLIO TURNOVER

As described in each Fund’s summary section of the Prospectus, each Fund may sell any security when it believes the sale is in the Fund’s best interest. This may result in active and frequent trading of portfolio securities which can increase the portfolio turnover. A portfolio turnover rate greater than 100% would indicate that the Fund sold and replaced the entire value of its securities holdings during the previous one-year period. Higher portfolio turnover may adversely affect Fund performance by increasing Fund transaction costs and may increase your tax liability.

PORTFOLIO HOLDINGS

A description of the policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the Funds’ SAI, which is available on the Funds’ Web site at www.managersinvest.com.

MANAGERS CADENCE FOCUSED GROWTH FUND LIQUIDATION

At a meeting held on September 20-21, 2012, the Board of Trustees approved a plan to liquidate and terminate Managers Cadence Focused Growth Fund (the “Liquidation”), which is expected to occur on or about November 30, 2012 (the “Liquidation Date”). As of September 25, 2012, the Fund began selling its portfolio investments and investing the proceeds in cash and cash equivalents in anticipation of the Liquidation. Proceeds of the Liquidation are expected to be distributed to shareholders of the Fund in the manner set forth below promptly following the Liquidation Date in full redemption of each shareholder’s shares of the Fund.

As of September 25, 2012, the Fund is no longer accepting new investments, except for investments made (a) through omnibus accounts, (b) pursuant to automatic investment programs (such as automatic investments through 401(k) plans or the reinvestment of dividends and distributions), or (c) by certain retirement accounts, ManagersChoice® and other existing asset allocation programs investing in the Fund. Those shareholders investing in the Fund through one of the exceptions described above may continue to purchase shares of the Fund until the Liquidation Date.

A letter was sent to shareholders who hold shares directly with the Fund (“Direct Shareholders”) on or about September 25, 2012, setting forth the various options and instructions with respect to the Liquidation and the distribution of Direct Shareholders’ redemption proceeds. Any Direct Shareholder may elect to have redemption proceeds sent to them via check. Direct Shareholders may also elect to exchange their Fund shares into any other fund in the Managers Funds’ complex (subject to minimum initial investment requirements as described in such fund’s prospectus). In the event a Direct Shareholder elects to invest in a fund with a front-end sales charge, that charge will be waived; however, subsequent investments will be subject to the sales charge. Direct Shareholders who do not elect to receive their redemption proceeds in cash or exchange into another

 

 

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ADDITIONAL INFORMATION ABOUT THE FUNDS

 

 

OTHER IMPORTANT INFORMATION ABOUT THE FUNDS AND THEIR INVESTMENT STRATEGIES AND RISKS (CONTINUED)

 

fund in the Managers Funds’ complex by the Liquidation Date will have their redemption proceeds automatically invested through Managers Investment Group LLC in the JPMorgan Liquid Assets Money Market Fund (the “JPMorgan Fund”), a money market fund managed by J.P. Morgan Investment Management Inc., and will remain invested in the JPMorgan Fund until they elect to redeem their shares of the JPMorgan Fund or exchange into another fund in the Managers Funds’ complex (subject to the exchange conditions described above). Shareholders who hold their shares in the Fund through a financial intermediary should contact their financial representative to discuss their options with respect to the Liquidation and the distribution of such shareholders’ redemption proceeds.

 

 

FUND MANAGEMENT

 

Each Fund is a series of The Managers Funds, a Massachusetts business trust (the “Trust”). The Trust is part of the Managers Family of Funds, a mutual fund family comprised of different funds, each having distinct investment management objectives, strategies, risks, and policies.

The Investment Manager, located at 800 Connecticut Avenue, Norwalk, Connecticut 06854, is a subsidiary of Affiliated Managers Group, Inc. (“AMG”), located at 600 Hale Street, Prides Crossing, Massachusetts 01965. The Investment Manager serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager also monitors the performance, security holdings, and investment strategies of the Subadvisor to each Fund. Managers Distributors, Inc. (“MDI” or the “Distributor”), a wholly-owned subsidiary of the Investment Manager, serves as the Funds’ distributor.

Pursuant to an exemptive order issued by the SEC, each Fund participates in a manager of managers structure whereby the Investment Manager serves as the investment manager of each Fund and selects and recommends to the Funds’ Board of Trustees investment advisors (the “Subadvisors”) to manage each Fund’s investment portfolio. Under the terms of this exemptive order, the Investment Manager is able, subject to certain conditions and oversight by the Funds’ Board of Trustees but without shareholder approval, to hire or change the contract terms of unaffiliated Subadvisors for the Funds. The Investment Manager, subject to oversight by the Trustees, has ultimate responsibility to oversee the Subadvisors and recommend their hiring, termination, and replacement. Shareholders of a Fund continue to have the right to terminate such subadvisory agreements for a Fund at any time by a vote of a majority of the outstanding voting securities of the Fund.

Cadence, located at 265 Franklin Street, 11th Floor, Boston, Massachusetts 02110, provides advisory services to mutual funds and institutional accounts. Cadence Capital Management Corporation

the predecessor investment adviser to Cadence, commenced operations in 1988. As of June 30, 2012, accounts managed by Cadence had combined assets of approximately $3.4 billion. Cadence is majority-owned by its employees, while a group of co-investors led by Rosemont Partners holds a minority interest.

MANAGERS CADENCE CAPITAL APPRECIATION FUND

MANAGERS CADENCE FOCUSED GROWTH FUND

MANAGERS CADENCE MID-CAP FUND

MANAGERS CADENCE EMERGING COMPANIES FUND

William B. Bannick, Robert L. Fitzpatrick, Michael J. Skillman, Robert E. Ginsberg and Steven C. Demirjian are jointly and primarily responsible for the day-to-day management of each Fund’s portfolio. The portfolio managers make investment decisions for each Fund’s portfolio using a consensus approach. Mr. Bannick is a Managing Director, Chief Investment Officer and Executive Vice President at Cadence. Mr. Bannick is a research generalist and Senior Portfolio Manager for the Cadence team. He also manages separately managed equity accounts for various Cadence institutional clients. Mr. Bannick joined Cadence in 1992. Mr. Fitzpatrick is a Managing Director and Portfolio Manager at Cadence. Mr. Fitzpatrick is a research generalist and began with Cadence covering the hardware side of the technology industry, including semiconductors, computers, other equipment and telecommunications. Mr. Fitzpatrick joined Cadence in 1999. Mr. Skillman is a Managing Director and Chief Executive Officer at Cadence. Mr. Skillman joined Cadence in 1994. Mr. Ginsberg is a Portfolio Manager at Cadence, a position he has held since August, 2011. Previously, Mr. Ginsberg served as a Senior Analyst at INVESCO from September 2008 to July 2011. Mr. Ginsberg was also a Managing Director and Portfolio Manager at Putnam Investments from August 2004 to January 2008. Mr. Demirjian is a Portfolio Manager at Cadence, a position he has held since May, 2012. Previously, Mr. Demirjian served as a Portfolio Manager at Cadence Integrity partners LLC from November 2010 to May 2012.

 

 

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ADDITIONAL INFORMATION ABOUT THE FUNDS

 

 

FUND MANAGEMENT (CONTINUED)

 

 

Mr. Demirjian was also a Senior Vice President at Columbia Management from September 2009 to November 2010. Mr. Demirjian was also the Founder and Chief Executive Officer at Integrity Capital Management from August 1999 to September 2009. The following table describes when each portfolio manager began managing each Fund, and its Predecessor Fund.

Each of the Capital Appreciation Fund, Focused Growth Fund, Mid-Cap Fund and Emerging Companies Fund is obligated by its investment management contract to pay an annual management fee to the Investment Manager of 0.45%, 0.45%, 0.45% and 1.25%, respectively, of the average daily net assets of each Fund. The Investment Manager, in turn, pays a portion of this fee to Cadence for its services as Subadvisor. In addition, Cadence receives compensation from the Investment Manager for its administrative services to the Funds pursuant to a sub-administration agreement between the Investment Manager and Cadence.

 

 

Fund Name

  

Portfolio Manager

  

Managed Fund Since

  

Managed Predecessor Fund Since

   William Bannick    September 2010    1992
   Robert L. Fitzpatrick    September 2010    2004

Capital Appreciation Fund

   Michael J. Skillman    September 2010    2006
   Robert E. Ginsberg    August 2011    N/A
   Steven C. Demirjian    May 2012    N/A
   William Bannick    September 2010    1999 (Since Inception)
   Robert L. Fitzpatrick    September 2010    2004

Focused Growth Fund

   Michael J. Skillman    September 2010    2006
   Robert E. Ginsberg    August 2011    N/A
   Steven C. Demirjian    May 2012    N/A
   William Bannick    September 2010    1992
   Robert L. Fitzpatrick    September 2010    2004

Mid-Cap Fund

   Michael J. Skillman    September 2010    2006
   Robert E. Ginsberg    August 2011    N/A
   Steven C. Demirjian    May 2012    N/A
   William Bannick    September 2010    1993 (Since Inception)
   Robert L. Fitzpatrick    September 2010    2004

Emerging Companies Fund

   Michael J. Skillman    September 2010    2006
   Robert E. Ginsberg    August 2011    N/A
   Steven C. Demirjian    May 2012    N/A

 

The Investment Manager also provides administrative services to each Fund, including supervising bookkeeping and recordkeeping to ensure that shareholder information is accurate and up-to-date, supervising the preparation and filing of documents as required by state and Federal regulatory agencies, and providing management and oversight of all third-party service providers. As compensation for these services, the Investment Manager receives an administrative fee of 0.25% per annum of the average daily net assets of each Fund.

ADDITIONAL INFORMATION

A discussion regarding the basis for the Board of Trustees approving the Investment Management Agreement with respect to the Funds between the Trust and the Investment Manager and the Subadvisory Agreement between the Investment Manager and Cadence is available in the Funds’ Semi-Annual Report to Shareholders for the period ended November 30.

Additional information regarding other accounts managed by the portfolio managers, their compensation and ownership of Fund shares is available in the Funds’ SAI.

 

 

 

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YOUR ACCOUNT

 

Subject to the restrictions described on page 22 under “Managers Cadence Focused Growth Fund Liquidation,” you may invest in the Capital Appreciation Fund, Focused Growth Fund or Mid-Cap Fund by purchasing either Institutional Class, Class P, Administrative Class or Class D shares. You may invest in the Emerging Companies Fund by purchasing either Institutional Class or Administrative Class shares. Not all share classes are available for each Fund. Institutional Class, Class P, Administrative Class and Class D shares of the Funds are offered in this Prospectus. Before purchasing shares of the Funds directly, an investor should inquire about the other classes of shares offered by the Trust and particular Funds in a different prospectus. As described within the applicable prospectus, each class of shares is subject to different types and levels of expenses and minimum initial investment amounts, as described below.

The Class D shares of the Capital Appreciation Fund, Focused Growth Fund and Mid-Cap Fund and the Administrative Class shares of the Focused Growth Fund are subject to the expenses of a 12b-1 plan of distribution adopted by the Board of Trustees, and, except with respect to the Institutional Class shares of the Capital Appreciation Fund and Emerging Companies Fund, which do not bear shareholder servicing fees, each class of shares bears shareholder servicing fees in different amounts. Because each class bears fees and expenses in different amounts, the NAV per share of the classes may differ. In all other material respects, Institutional Class, Class P, Administrative Class and Class D shares are the same, each share representing a proportionate interest in a Fund.

Each Fund and each class of shares is subject to a minimum (and possible maximum) initial investment amount, as described on page 29.

Your purchase or redemption of Fund shares is based on each class’s share price. The price at which you purchase and redeem your shares is based on the NAV per share next determined after your purchase or redemption order is received on each day the New York Stock Exchange (the “NYSE”) is open for trading. The NAV per share of each class of shares of the Fund is equal to the class’s net worth (assets minus liabilities) divided by the number of shares outstanding for that class. The NAV for each class is calculated at the close of regular business of the NYSE, usually 4:00 p.m. New York time. Purchase orders received after 4:00 p.m. from certain processing organizations that have entered into contractual arrangements with the Funds will also receive that day’s offering price provided that the purchase orders the processing organization transmits to the Funds were received by the processing organization in proper form before 4:00 p.m. Likewise, redemption orders received after 4:00 p.m. from certain processing organizations that have entered into contractual arrangements with the Funds will also be redeemed at the NAV computed that day provided that the orders the processing organization transmits to the Funds were received by the processing organization in proper form before 4:00 p.m.

Investments traded in foreign markets may trade when the NYSE is closed. Those investments are generally valued at the closing of the exchange where they are primarily traded. Foreign securities may trade on days when a Fund is not open for business, thus affecting the value of a Fund’s assets on days when Fund shareholders may not be able to buy or sell Fund shares.

FAIR VALUE POLICY

Each Fund’s investments are generally valued based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Trust. Under certain circumstances, a Fund investment will be priced based on an evaluation of its fair value, according to procedures established by and under the general supervision of the Board of Trustees. Each Fund uses the fair value of a portfolio investment to calculate its NAV when, for example:

 

 

Market quotations are not readily available because a portfolio investment is not traded in a public market or the principal market in which the investment trades is closed;

 

 

Trading in a portfolio investment is suspended and has not resumed before the Fund calculates NAV;

 

 

A significant event affecting the value of a portfolio investment is determined to have occurred between the time of the market quotation provided for a portfolio investment and when the Fund calculates NAV;

 

 

An investment’s price has remained unchanged over a period of time (often referred to as a “stale price”); or

 

 

The Investment Manager determines that a market quotation is inaccurate.

Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Investment Manager’s determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which a Fund calculates its NAV. In accordance with procedures approved by the Board of Trustees, the Investment Manager relies upon recommendations of a third-party fair valuation service in adjusting the prices of such foreign securities.

Each Fund may invest in securities that may be thinly traded. The Board of Trustees has adopted procedures to adjust prices when thinly traded securities are judged to be stale so that they reflect fair value.

An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investment’s valuation may differ depending on the method used and the factors considered in determining value according to the Funds’ fair value procedures.

 

 

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CHOOSING A SHARE CLASS

 

Subject to the restrictions described on page 22 under “Managers Cadence Focused Growth Fund Liquidation,” investors can choose between the following share classes when investing in the Funds: Institutional Class, Class P, Administrative Class and Class D. Not all share classes are available for each Fund.

The classes differ in the way that they deal with Fund expenses. When choosing a share class, it is important to consider these three factors:

 

 

The amount you plan to invest;

 

 

Your investment objectives; and

 

 

The expenses and charges for the class.

We recommend that you discuss your investment goals and choices with your financial professional to determine which share class is right for you.

INSTITUTIONAL CLASS SHARES

All Funds

Institutional Class shares have no up-front sales charges or deferred sales charges. Your entire amount invested purchases Fund shares at the Institutional Class’s NAV per share. Shareholders of Institutional Class shares of the Capital Appreciation Fund and Emerging Companies Fund do not bear shareholder servicing fees for shareholder servicing provided by financial intermediaries, such as broker-dealers, banks, and trust companies. Shareholders of Institutional Class shares of the Focused Growth Fund and Mid-Cap Fund, may bear shareholder servicing fees of up to 0.05% and $16 per position, respectively. See “Investing Through an Intermediary” on page 27 for more information on shareholder servicing fees paid to financial intermediaries. The Institutional Class shares do not pay annual distribution and shareholder service (12b-1) fees.

ADMINISTRATIVE CLASS SHARES

All Funds

Administrative Class shares have no up-front sales charges or deferred sales charges. Your entire amount invested purchases Fund shares at the Administrative Class’s NAV per share. Shareholders may bear shareholder servicing fees of up to 0.25% for shareholder servicing provided by financial intermediaries, such as broker-dealers, banks, and trust companies. See “Investing Through an Intermediary” on page 27 for more information on shareholder servicing fees paid to financial intermediaries. The Administrative Class shares do not bear 12b-1 fees, except the Administrative Class shares of the Focused Growth Fund, which bear 12b-1 fees of 0.05%. See page 27 for more information on 12b-1 fees.

CLASS D SHARES

Capital Appreciation Fund

Focused Growth Fund

Mid-Cap Fund

Class D shares have no up-front sales charges or deferred sales charges. Your entire amount invested purchases Fund shares at the Class D’s NAV per share. Shareholders may bear shareholder servicing fees of up to 0.15% for shareholder servicing provided by financial intermediaries, such as broker-dealers, banks, and trust companies. See “Investing Through an Intermediary” on page 27 for more information on shareholder servicing fees paid to financial intermediaries. Shareholders of Class D shares bear 12b-1 fees of 0.25%. See page 27 for more information on 12b-1 fees.

CLASS P SHARES

Capital Appreciation Fund

Mid-Cap Fund

Class P shares have no up-front sales charges or deferred sales charges. Your entire amount invested purchases Fund shares at the Class P’s NAV per share. Shareholders may bear shareholder servicing fees of up to 0.10% for shareholder servicing provided by financial intermediaries, such as broker-dealers, banks, and trust companies. See “Investing Through an Intermediary” on page 27 for more information on shareholder servicing fees paid to financial intermediaries. The Class P shares do not bear 12b-1 fees.

 

 

 

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INVESTING THROUGH AN INTERMEDIARY

 

If you invest through a third party such as a bank, broker-dealer, or other financial intermediary, rather than directly with the Funds, certain purchase and redemption policies, fees, and minimum investment amounts may differ from those described in this Prospectus. The Funds may also participate in programs with national brokerage firms that limit a shareholder’s transaction fees, and the Investment Manager may pay fees (directly and not as an expense of a Fund) to these firms in return for shareholder servicing provided by these programs. The servicing fees are paid out of the assets of the Administrative Class shares of each Fund, Class D and Class P shares of the Capital Appreciation Fund, the Focused Growth Fund and the Mid-Cap Fund, and Institutional Class shares of the Focused Growth Fund and Mid-Cap Fund on an ongoing basis and will increase cost

to shareholders who invest in Class P, Administrative Class, Class D and Institutional Class shares of such Funds. These payments may provide the intermediary with an incentive to favor sales of shares of a Fund over other investment options.

The Investment Manager and/or the Distributor may pay compensation (directly and not as an expense of a Fund) to certain affiliated or unaffiliated brokers, dealers, or other financial intermediaries or service providers in connection with the sale or retention of Fund shares and/or shareholder servicing. This compensation may provide such affiliated or unaffiliated entities with an incentive to favor sales of shares of a Fund over other investment options. Any such payments will not change the NAV or the price of a Fund’s shares.

 

 

DISTRIBUTIONS AND SERVICE (12B-1) FEES

 

The Capital Appreciation Fund, Focused Growth Fund and Mid-Cap Fund have adopted a Distribution and Service Plan (12b-1 Plan) for Class D shares of such Funds and for Administrative Class shares of the Focused Growth Fund that allows the Funds to pay fees for selling and distributing Class D and Administrative Class shares and for providing service to shareholders of Class D and Administrative Class shares. The 12b-1 fees are paid to the Distributor to cover the Class D’s and Administrative Class’s sales, marketing, and promotional expenses. Because 12b-1 fees are deducted from the net assets of Class D and Administrative Class shares on an ongoing basis, they increase the cost of your investment the longer you hold

it and will result in lower total returns and may end up costing you more than other types of fees. With respect to Class D shares, fees paid to the Distributor may not exceed 0.25% annually of the Class D average daily NAV. With respect to Administrative Class shares of the Focused Growth Fund, the fees paid to the Distributor may not exceed 0.05% annually of the Administrative Class average daily NAV.

 

 

TRANSACTION POLICIES

 

OPENING YOUR ACCOUNT

You can set up your account either through a registered financial professional or on your own, by submitting your completed application to the Funds with your initial investment. Your account application must be in “good order” before we can process it; that is, the application must contain all of the information and documentation requested. Failing to provide what we request may delay the purchase date or cause us to reject your application and return your investment monies.

BUYING AND SELLING SHARES

Subject to the restrictions described above under “Managers Cadence Focused Growth Fund Liquidation,” you may buy shares of the Funds once you set up an account. You also may buy additional shares or sell your shares any day that the NYSE is open for business. When you buy or sell Fund shares, the price is the NAV per share that is calculated after we receive your order in proper form. Each class’s NAV is calculated at the close of regular trading on the NYSE, usually 4:00 p.m. New York time.

PROCESSING ORDERS

If you sell shares in the Funds, the Funds will send your check to the address we have on file for your account. A request to send a check to any other address or a third-party requires a signature medallion guarantee. If the sale of your shares follows a purchase by check, the Funds may hold the proceeds of your sale for up to 15 calendar days to ensure that the check has cleared. Automated Clearing House (“ACH”) transactions are also subject to a 15 calendar day holding period.

 

 

 

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HOW TO BUY OR SELL SHARES

 

    

If you wish to open an account

and buy shares*…

  

If you wish to add shares

to your account*…

  

If you wish to sell shares*,†

Through your registered investment professional:

   Contact your investment advisor or other investment professional    Send any additional monies to your investment professional to the address on your account statement    Contact your investment advisor or other investment professional

On your own:

By mail

  

Complete the account application, then mail the application and a check payable to Managers to:

 

Managers

c/o BNY Mellon Investment

Servicing (US) Inc.

PO Box 9769

Providence, RI 02940-9769

  

Send a letter of instruction and a check payable to Managers to:

 

Managers

c/o BNY Mellon Investment

Servicing (US) Inc.

PO Box 9769

Providence, RI 02940-9769

 

(Include your account number and Fund name on your check)

  

Write a letter of instruction containing:

 

•    Name of the Fund

 

•    Dollar amount or number of shares you wish to sell

 

•    Your name

 

•    Your account number

 

•    Signatures of all account owners

 

Mail your letter to:

 

Managers

c/o BNY Mellon Investment

Servicing (US) Inc.

PO Box 9769

Providence, RI 02940-9769

By telephone

   Not available    If your account has already been established, call the transfer agent at 800.548.4539    If you elected telephone redemption privileges on your account application, call us at 800.548.4539 (Telephone redemptions are available only for redemptions of less than $50,000 for Class D and $2,500,000 for Institutional Class, Class P or Administrative Class shares)

Over the Internet

   Not available    If your account has already been established and ACH banking instructions are on file, go to our Web site at www.managersinvest.com    Go to our Web site at www.managersinvest.com (Internet redemptions are available only for redemptions of less than $50,000 for Class D and $2,5000,000 for Institutional Class, Class P or Administrative Class shares)

By bank wire

   Call us at 800.548.4539 for instructions    Call us at 800.548.4539 for instructions    Available if bank wire instructions are on file for your account

 

* Please indicate which class of shares you are buying or selling when you place your order.
 

Redemptions of $50,000 or more for Class D shares or $2,500,000 or more for Institutional Class, Class P or Administrative Class shares require a medallion signature guarantee. A medallion guarantee is a signature guarantee by a Guarantor Institution, which is participating in a Signature Guarantee Program recognized by the Securities Transfer Association (STA). Telephone and Internet redemptions are available only for redemptions that are below $50,000 for Class D shares and below $2,500,000 for Institutional Class, Class P or Administrative Class shares.

 

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INVESTMENT MINIMUMS

Your cash investments in the Funds must be in U.S. dollars. We do not accept third-party or “starter” checks. Please see “Managers Cadence Focused Growth Fund Liquidation” on page 22 regarding restrictions on purchasing shares of the Managers Cadence Focused Growth Fund.

 

Share Class    Initial Investment      Additional Investments  

Institutional Class:

     

• Regular Accounts

   $ 2,500,000       $ 1,000   

• Individual Retirement Accounts

   $ 50,000       $ 1,000   

Class P:

     

• Regular Accounts

   $ 2,500,000       $ 1,000   

• Individual Retirement Accounts

   $ 50,000       $ 1,000   

Administrative Class:

     

• Regular Accounts

   $ 2,500,000       $ 1,000   

• Individual Retirement Accounts

   $ 50,000       $ 1,000   

Class D:

     

• Regular Accounts

   $ 2,000       $ 100   

• Individual Retirement Accounts

   $ 1,000       $ 100   

The minimum initial and additional investment amounts may be waived for investments by current or retired officers and Trustees of the Trust and other funds of the Managers Family of Funds, as well as their family members; current or retired officers, directors, and employees of AMG and certain participating affiliated companies of AMG; the immediate family members of any such officer, director, or employee (including parents, grandparents, spouses, children, grandchildren, siblings, fathers/mothers-in-law, sisters/brothers-in-law, daughters/sons-in-law, nieces, nephews, and domestic partners); and a trust or plan established primarily for the benefit of any of the foregoing persons. Additionally, a Fund or the Distributor may, in its discretion, waive the minimum initial or additional investment amounts at any time.

 

OTHER PURCHASE INFORMATION

Subject to the approval of the Trust and in accordance with the Trust’s policies and procedures, an investor may purchase shares of a Fund with securities that are eligible for purchase by the Fund (consistent with the Fund’s investment policies and restrictions) and that have a value that is readily ascertainable and determined in accordance with the Trust’s valuation policies. These transactions will be effected only if the Investment Manager or the Subadvisor intends to retain the security in the Fund as an investment. Assets purchased by a Fund in such transactions will be valued in generally the same manner as they would be valued for purposes of pricing the Fund’s shares, if such assets were included in the Fund’s assets at the time of purchase. The Trust reserves the right to amend or terminate this practice at any time.

SIGNATURE GUARANTEE

If you are selling $2,500,000 or more worth of Institutional Class, Class P, or Administrative Class shares or $50,000 or more of Class D shares, you will need to provide a Fund with a medallion guarantee, an imprint that verifies the authenticity of your signature. The medallion program offers shareholders added protection because it guarantees that the person who signs the transaction request is the actual shareholder or legally authorized representative.

We accept medallion imprints only from a guarantor institution such as a bank, broker-dealer, credit union, national securities exchange, or savings association that is a recognized participant of the Securities Transfer Agents Medallion Program (STAMP) 2000. When requesting a medallion signature guarantee from a guarantor institution, please be sure it is issued in an amount that covers your planned transaction. A notary public cannot provide a signature guarantee.

UNAUTHORIZED TRANSACTIONS

The Funds are not responsible for any losses due to unauthorized transactions as long as the Funds follow reasonable security procedures designed to verify your identity. It is your responsibility to review and verify the accuracy of your confirmation statements immediately after you receive them. If you do not want the ability to sell and exchange shares by telephone or the Internet, call the Funds at 800.548.4539 for instructions.

LIMITATIONS ON THE FUNDS

The Funds may restrict or limit certain transactions, including, but not limited to, the following examples:

 

 

Redeem your account if its value falls below $500 with respect to Class D shares, or falls below $500,000 with respect to Institutional Class, Class P or Administrative Class shares, due to redemptions, but not until a Fund gives you 60 days’ notice and the opportunity to increase your account balance to the minimum account balance amount;

 

 

Suspend sales or postpone payments when the NYSE is closed for any reason other than its usual weekend or holiday closings or when the SEC restricts trading;

 

 

Change the minimum required investment amounts;

 

 

Delay sending out sales proceeds for up to seven days. This usually applies to very large sales without notice, excessive trading, or during unusual market conditions;

 

 

Make a redemption-in-kind, a payment in portfolio securities instead of in cash;

 

 

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Refuse a buy order for any reason, including your failure to submit a properly completed application;

 

 

Refuse an exchange request for any person or group if a Fund determines that the request could adversely affect the Fund, for example, if the person or group has engaged in excessive trading. (See “Limiting Trades” on this page) This determination is at the Investment Manager’s discretion, based on a case-by-case analysis consistent with the Trust’s policies and procedures regarding frequent trading; and

 

 

End or limit the exchange privilege policy after giving 60 days’ advance notice to shareholders or impose fees in connection with exchanges or sales.

FREQUENT TRADING POLICY

The Board of Trustees of the Trust has adopted policies and procedures reasonably designed to prevent frequent trading in shares of the Funds, commonly referred to as “market timing.” These activities may disrupt management of the Funds’ portfolios, increase the Funds’ expenses, and have a negative impact on the Funds’ performance. There may be additional risks due to frequent trading activities.

The Managers Cadence Emerging Companies Fund may be subject to additional risks of frequent trading activities because the securities in which the Fund invests tend to be less liquid and their prices more volatile than securities of larger capitalization companies. As a result, the Fund may be a target for investors that seek to capitalize on price arbitrage opportunities.

Monitoring Trades

To help prevent frequent trading, the Investment Manager monitors the trading activities of Fund accounts on a daily basis, including large accounts maintained directly with the Funds’ transfer agent. If

the Investment Manager determines that an account shows a pattern of excessive trading and/or excessive exchanging among the Managers Family of Funds, the Investment Manager reviews the account’s activities and may warn the account owner and/or restrict the account. The Investment Manager also notifies the Funds’ transfer agent of any restriction and periodically informs the Board of Trustees about the implementation of these frequent trading policies and procedures.

Limiting Trades

The Funds may refuse a purchase order for any reason and will limit or refuse an exchange request if the Investment Manager believes that a shareholder is engaging in market timing activities that may harm the Funds and their shareholders. Transactions accepted by a financial intermediary that violate the Funds’ frequent trading policies are not considered to be acceptable by the Funds, and the Funds may reject them on the next business day after the financial intermediary has received them.

Although the Funds use reasonable efforts to prevent market timing activities in the Funds, their efforts may not always succeed. For example, although the Funds strive to apply these policies and procedures uniformly to all accounts, the Funds receive certain purchase, exchange, and redemption orders through financial intermediaries that maintain omnibus accounts with the Funds. Although the Funds have attempted to put safeguards in place to ensure that financial intermediaries have implemented procedures designed to deter market timing, the Funds’ ability to detect frequent trading activities by investors who hold shares through financial intermediaries will still be limited by the ability of the Funds and such intermediaries to monitor for a pattern of excessive trading and/or excessive exchanging within an omnibus account.

 

 

INVESTOR SERVICES

 

AUTOMATIC INVESTMENTS

You may arrange to make automatic deductions at regular intervals from a designated bank account.

AUTOMATIC REINVESTMENT PLAN

This plan lets you conveniently reinvest your dividends and capital gain distributions in additional shares of the Funds.

AUTOMATIC REDEMPTIONS

With this feature, you can easily redeem a set amount each month from your account. You may make automatic monthly redemptions of $100 or more. Redemptions are normally completed on the 25th day of each month. If the 25th day falls on a weekend or holiday, the Funds will complete the redemption on the next business day.

RETIREMENT PLANS

You may hold your shares in a traditional or Roth IRA, which are available to you at no additional cost. Call us at 800.548.4539 to get more information and an IRA kit.

EXCHANGE PRIVILEGES

To enhance your investment flexibility, we allow you to exchange your shares of the Funds for the same class of shares of other funds managed by the Investment Manager or for shares of other funds managed by the Investment Manager that are not subject to a sales charge (load). Not all funds managed by the Investment Manager offer all classes of shares or are open to new investors. In addition to exchanging into other Managers funds described above, you also may exchange your shares of the Funds through Managers for shares in the Agency share class of the JPMorgan Liquid Assets Money Market Fund (the “JPMorgan Fund”).

 

 

Except for the JPMorgan Fund, the value of the shares exchanged must meet the minimum purchase requirement of the fund and class for which you are exchanging them. There is no minimum purchase requirement to exchange into the JPMorgan Fund.

 

 

There is no fee associated with the exchange privilege; however, your exchange may result in tax consequences. For details, see “Taxability of Transactions” on page 32.

 

 

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INVESTOR SERVICES (CONTINUED)

 

 

The exchange privilege is available only if both of the accounts involved in the transaction are registered in the same name with the same address and taxpayer identification number.

You can request your exchange in writing, by telephone (if elected on the application), by Internet, or through your investment advisor, bank, or investment professional. Normally, we will execute the entire exchange transaction in a single business day.

Be sure to read the prospectus of any fund that you are considering for an exchange. Subject to the restrictions above, when you purchase a fund’s shares by exchange, the same terms and conditions that apply to any new investment in that fund also apply to the exchange. The Funds may discontinue, alter, or limit the exchange privileges at any time, subject to applicable law.

ACCOUNT STATEMENTS

The Funds will send you quarterly and yearly statements with details about your account activity. The Funds will also send you a Form 1099-DIV annually (unless your account is an IRA) that shows the tax breakdown of any dividends and distributions you received from your account. In addition, you will receive a confirmation after each trade execution.

COST BASIS REPORTING

Upon the redemption or exchange of your shares in the Fund, the Fund or, if you purchase your shares through a financial intermediary,

your financial intermediary generally will be required to provide you and the IRS with cost basis information. This cost basis reporting requirement is effective for shares purchased, including through dividend reinvestment, on or after January 1, 2012. Please see http:// investor.managersinvest.com/home.html or contact the Funds at 800.548.4539, or consult your financial intermediary, as appropriate, for more information regarding available methods for cost basis reporting and how to select a particular method. Please consult your tax advisor to determine which available cost basis method is best for you.

DIVIDENDS AND DISTRIBUTIONS

The Funds normally declare and pay any income dividends and net capital gain distributions, if any, annually in December. Most investors have their dividends and distributions reinvested in additional shares, and the Funds will do this automatically unless you request otherwise. You may also change your election any time by giving the Funds written notice at least 10 days before the scheduled payment date.

CHANGES TO YOUR ACCOUNT

The Funds will mail correspondence and other materials to the address on file for you. Please notify the Funds immediately of any changes to your address or to other information that might affect your account.

 

 

CERTAIN FEDERAL INCOME TAX INFORMATION

 

The following tax information is a general summary of certain U.S. federal income tax consequences applicable to an investment in the Funds under the Internal Revenue Code of 1986, as amended and as in effect as of the date of this Prospectus. A more detailed tax discussion is provided in the SAI. The Funds do not intend for this information to address all aspects of taxation that may apply to individual shareholders or to specific types of shareholders such as insurance companies, financial institutions, tax-deferred retirement plans, broker-dealers, and foreign persons, each of whom may qualify for special treatment under U.S. federal income tax laws. You should consult a tax advisor about the U.S. federal, state, local, and foreign tax consequences to you of your investment in the Funds based on your particular circumstances.

Each Fund has elected or intends to elect and intends to qualify and be treated each taxable year as a regulated investment company. A regulated investment company is not subject to tax at the corporate level on income and gains from investments that are distributed to shareholders. However, a Fund’s failure to qualify as a regulated investment company would result in corporate-level taxation, and consequently a reduction in income available for distribution to shareholders.

TAXABILITY OF DIVIDENDS AND DISTRIBUTIONS

For U.S. federal income tax purposes, distributions of investment income, whether reinvested or taken as cash, are generally taxable to you as ordinary income. Taxes on distributions of capital gains are determined by how long each Fund owned or is considered to have owned the investments that generated them, rather than how long you have owned your shares.

 

 

Distributions from the sale of investments that a Fund owned or is considered to have owned for more than one year and that are properly reported by the Fund as capital gain dividends are taxable to you as long-term capital gains.

 

 

Long-term capital gain rates applicable to individuals have been temporarily reduced—in general to 15%, with lower rates applying to taxpayers in the 10% and 15% rate brackets—for taxable years beginning on or before December 31, 2012. These reduced rates will expire for taxable years beginning on or after January 1, 2013, unless Congress enacts legislation providing otherwise.

 

 

Distributions from the sale of investments that a Fund owned or is considered to have owned for one year or less are taxable to you as ordinary income.

 

 

 

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CERTAIN FEDERAL INCOME TAX INFORMATION (CONTINUED)

 

 

Properly reported distributions of “qualified dividend income” are taxable to you at the rate that applies to long-term capital gains for taxable years beginning on or before December 31, 2012, provided that both you and the Fund meet certain holding period and other requirements. This provision will expire for taxable years beginning on or after January 1, 2013, unless Congress enacts legislation providing otherwise.

 

 

Effective for taxable years beginning on or after January 1, 2013, a new 3.8% Medicare contribution tax will be imposed on the “net investment income” of individuals, estates and trusts whose income exceeds certain threshold amounts. Net investment income generally includes for this purpose dividends paid by a Fund, including any capital gain dividends, and net capital gains recognized on the sale, redemption or exchange of shares of a Fund. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in the Fund.

 

 

Distributions are taxable to you in the same manner whether you receive them in cash or reinvest them in additional shares.

Distributions by a Fund to retirement plans that qualify for tax-exempt treatment under U.S. federal income tax laws are not taxable. By investing in the Fund through such a plan, you will not be subject to tax on distributions from the Fund so long as the amounts distributed remain in the plan, but you will generally be taxed upon withdrawal of monies from the plan. You should consult your tax advisor to determine the suitability of a Fund as an investment through your retirement plan and the tax treatment of distributions (including distributions of amounts attributable to an investment in a Fund) from such a plan.

TAXABILITY OF TRANSACTIONS

Any gain or loss that results from the sale, exchange (including an exchange of a Fund’s shares for shares of another fund) or redemption of your shares will be treated generally as capital gain or loss for U.S. federal income tax purposes, which will be long-term or short-term depending on how long you have held your shares.

OTHER TAX MATTERS

Certain of a Fund’s investments, including certain shares of other investment funds such as REITs, could affect the amount, timing and character of distributions you receive and could cause the Fund to recognize taxable income in excess of the cash generated by such investments (which may require the Fund to liquidate other investments in order to make required distributions). Please see the SAI for more detailed tax information.

A Fund’s investments in foreign securities, if any, may be subject to foreign withholding taxes. In that case, the Fund’s return on those investments would generally be decreased. You will generally not be entitled to claim a credit or deduction for U.S. federal income tax purposes with respect to foreign taxes paid by a Fund.

TAX WITHHOLDING

To avoid back-up withholding of U.S. federal income taxes on distributions or sale proceeds, federal law requires you to:

 

 

Provide your Social Security Number (“SSN”) or other taxpayer identification number (“TIN”);

 

 

Certify that your SSN or TIN is correct; and

 

 

Certify that you are not subject to back-up withholding.

In addition, the Funds must also withhold taxes on distributions and sale proceeds if the IRS notifies the Funds that the SSN or TIN you provided is incorrect, or the IRS notifies the Funds that you have failed to properly report certain interest and dividend income.

 

 

 

32    Managers Investment Group


Table of Contents

FINANCIAL HIGHLIGHTS

 

 

The following Financial Highlights tables are intended to help you understand each Fund’s financial performance for the fiscal year ended May 31, 2012 and the previous five fiscal years and is based on the financial information of each Fund and its respective Predecessor Fund. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in each Fund assuming reinvestment of all dividends and distributions. This information, derived from each Fund’s and its respective Predecessor Fund’s Financial Statements, has been audited by PricewaterhouseCoopers LLP, whose report is included in each Fund’s Annual Report, which is available upon request.

 

    Fiscal
period
ended:
    Net Asset
Value
Beginning
of Period
    Net
Investment

Income
(Loss)1
    Net Realized
and
Unrealized
Gain (Loss)
on
Investments1
    Total from
Investment

Operations
    Distributions
to
Shareholders
from Net
Investment
Income
    Distributions
to
Shareholders
from Net
Realized
Gain on
Investments
    Total
Distributions
to
Shareholders
 

MANAGERS CADENCE CAPITAL APPRECIATION FUND*

               

Class D

    5/31/2012      $ 17.32      $ 0.04      $ (1.00   $ (0.96   $ (0.03     —        $ (0.03
    5/31/2011 **      13.16        0.04        4.20        4.24        (0.08     —          (0.08
    6/30/2010        11.79        0.04        1.41        1.45        (0.08     —          (0.08
    6/30/2009        17.99        0.05        (6.23     (6.18     (0.02     —          (0.02
    6/30/2008        20.85        0.02        (0.91     (0.89     (0.07   $ (1.90     (1.97
    6/30/2007        19.58        0.04        2.63        2.67        (0.03     (1.37     (1.40

Institutional Class

    5/31/2012      $ 18.24      $ 0.10      $ (1.03   $ (0.93   $ (0.10     —        $ (0.10
    5/31/2011 **      13.84        0.10        4.42        4.52        (0.12     —          (0.12
    6/30/2010        12.36        0.09        1.48        1.57        (0.09     —          (0.09
    6/30/2009        18.79        0.10        (6.51     (6.41     (0.02     —          (0.02
    6/30/2008        21.64        0.10        (0.95     (0.85     (0.10   $ (1.90     (2.00
    6/30/2007        20.22        0.12        2.73        2.85        (0.06     (1.37     (1.43

Administrative Class

    5/31/2012      $ 17.67      $ 0.06      $ (1.01   $ (0.95   $ (0.01     —        $ (0.01
    5/31/2011 **      13.40        0.06        4.29        4.35        (0.08     —          (0.08
    6/30/2010        11.98        0.05        1.43        1.48        (0.06     —          (0.06
    6/30/2009        18.22        0.06        (6.29     (6.23     (0.01     —          (0.01
    6/30/2008        21.11        0.05        (0.92     (0.87     (0.12   $ (1.90     (2.02
    6/30/2007        19.78        0.07        2.66        2.73        (0.03     (1.37     (1.40

Class P

    5/31/2012      $ 18.16      $ 0.10      $ (1.04   $ (0.94   $ (0.09     —        $ (0.09
    5/31/2011 **      13.78        0.08        4.42        4.50        (0.12     —          (0.12
    6/30/2010        12.33        0.07        1.48        1.55        (0.10     —          (0.10
    6/30/2009       18.19        0.08        (5.91     (5.83     (0.03     —          (0.03

 

* At the start of business on September 27, 2010, the Predecessor Funds, each a series of the Allianz Funds, were re-organized into a respective series of the Managers Funds.
** For the period from July 1, 2010 to May 31, 2011.
 

Commencement of operations was July 7, 2008.

1 

Per share numbers have been calculated using average shares.

 

 

Managers Investment Group    33


Table of Contents

FINANCIAL HIGHLIGHTS

 

 

    Fiscal
period
ended:
    Net
Asset
Value
End of
Period
    Total
Return1
    Ratio of
Net
Expenses
to
Average
Net
Assets
    Ratio of
Net
Investment
Income
(Loss) to
Average
Net Assets
    Portfolio
Turnover
Rate
    Net Assets
End of
Period
(000’s
omitted)
    Ratio of
Total
Expenses
(Absent
Expense
Offsets)
to
Average
Net
Assets2
    Ratio of
Net
Investment
Income
(loss)
(Absent
Expense
Offsets) to
Average
Net Assets2
 

MANAGERS CADENCE CAPITAL APPRECIATION FUND

                 

Class D

    5/31/2012      $ 16.33        (5.52 )%      1.11     0.24     163   $ 391,953        1.21     0.14
    5/31/2011 **      17.32        32.25 %4,5      1.11 %6      0.28 %6      75 %4,5      351,467        1.17 %6      0.22 %6 
    6/30/2010        13.16        12.26     1.11     0.26     103     197,251        1.11     0.26
    6/30/2009        11.79 3      (34.36 )%3      1.11     0.39     154     82,956        1.11     0.39
    6/30/2008        17.99        (5.44 )%      1.09     0.08     134     37,601        1.09     0.08
    6/30/2007        20.85        14.18     1.08     0.22     150     38,714        1.08     0.22

Institutional Class

    5/31/2012      $ 17.21        (5.10 )%      0.71     0.58     163   $ 85,338        0.81     0.48
    5/31/2011 **      18.24        32.73 %4,5      0.71 %6      0.69 %6      75 %4,5      178,990        0.77 %6      0.63 %6 
    6/30/2010        13.84        12.67     0.71     0.62     103     187,350        0.71     0.59
    6/30/2009        12.36 3      (34.08 )%3      0.71     0.71     154     276,437        0.71     0.71
    6/30/2008        18.79        (5.05 )%      0.69     0.47     134     459,142        0.69     0.47
    6/30/2007        21.64        14.67     0.68     0.61     150     424,762        0.68     0.61

Administrative Class

    5/31/2012      $ 16.71        (5.38 )%      0.96     0.34     163   $ 67,536        1.06     0.24
    5/31/2011 **      17.67        32.47 %4,5      0.96 %6      0.43 %6      75 %4,5      143,233        1.02 %6      0.37 %6 
    6/30/2010        13.40        12.43     0.96     0.39     103     199,889        0.99     0.36
    6/30/2009        11.98 3      (34.26 )%3      0.96     0.45     154     245,686        0.96     0.45
    6/30/2008        18.22        (5.32 )%      0.93     0.24     134     439,571        0.93     0.24
    6/30/2007        21.11        14.37     0.93     0.37     150     518,562        0.93     0.37

Class P

    5/31/2012      $ 17.13        (5.18 )%      0.76     0.58     163   $ 2,514        0.86     0.48
    5/31/2011 **      18.16        32.68 %4,5      0.82 %6      0.59 %6      75 %4,5      2,858        0.88 %6      0.53 %6 
    6/30/2010        13.78        12.51     0.85     0.52     103     7,121        0.85     0.52
    6/30/2009       12.33 3      (32.04 )%3,5      0.79 %6      0.67 %6      154 %5      4,308        0.79 %6      0.67 %6 

 

** For the period from July 1, 2010 to May 31, 2011.
 

Commencement of operations was July 7, 2008.

1 

Total returns and net investment income would have been lower had certain expenses not been reduced.

2 

Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest and taxes.

3 

Capital contribution from Affiliate increased the end of year net asset value and the total return. If the Affiliate had not made these payments, end of year net asset value and total return would have been reduced for Class A, Class B, Class C, Class D, Institutional Class, Administrative Class, Class P and Class R, by $0.13 per share and 0.72%, $0.12 per share and 0.73%, $0.12 per share and 0.72%, $0.12 per share and 0.67%, $0.13 per share and 0.70%, $0.13 per share and 0.66%, $0.12 per share and 0.66%, and $0.13 per share and 0.71%, respectively.

 

4 

Reflects the 11 month period from July 1, 2010 to May 31, 2011.

5 

Not Annualized.

6 

Annualized.

 

 

34    Managers Investment Group


Table of Contents

FINANCIAL HIGHLIGHTS

 

 

     Fiscal
period
ended:
    Net Asset
Value
Beginning
of Period
     Net
Investment
Income
(Loss)
    Net
Realized
and
Unrealized
Gain (Loss)
on
Investments
    Total from
Investment
Operations
    Distributions
to
Shareholders
from Net
Investment
Income
    Distributions
to
Shareholders
from Net
Realized
Gain on
Investments
    Total
Distributions
to
Shareholders
 

MANAGERS CADENCE FOCUSED GROWTH FUND*

                 

Class D

     5/31/2012      $ 8.96       $ 0.02 1    $ (0.53 )1    $ (0.51   $ (0.04   $ (0.64   $ (0.68
     5/31/2011 **      6.98         0.02 1      2.28 1      2.30        (0.06     (0.26     (0.32
     6/30/2010        6.59         0.02 1      0.47 1      0.49        (0.10     —          (0.10
     6/30/2009        9.67         0.02 1      (3.10 )1      (3.08     (0.00 )#      —          (0.00 )# 
     6/30/2008        10.47         (0.01 )1      (0.79 )1      (0.80     (0.00 )#      (0.00 )#      (0.00 )# 
     6/30/2007 ††      9.30         (0.01 )1      1.36 1      1.35        (0.04     (0.14     (0.18

Institutional Class

     5/31/2012      $ 9.08       $ 0.05 1    $ (0.54 )1    $ (0.49   $ (0.07   $ (0.65   $ (0.72
     5/31/2011 **      7.06         0.05 1      2.31 1      2.36        (0.08     (0.26     (0.34
     6/30/2010        6.65         0.04 1      0.47 1      0.51        (0.10     —          (0.10
     6/30/2009        9.75         0.05 1      (3.13 )1      (3.08     (0.02     —          (0.02
     6/30/2008        10.54         0.03 1      (0.80 )1      (0.77     (0.02     (0.00 )#      (0.02
     6/30/2007        9.34         0.03 1      1.33 1      1.36        (0.02     (0.14     (0.16

Administrative Class

     5/31/2012      $ 9.06       $ 0.05 1    $ (0.54 )1    $ (0.49   $ (0.06   $ (0.65   $ (0.71
     5/31/2011 **      7.01         0.03 1      2.34 1      2.37        (0.06     (0.26     (0.32
     6/30/2010        6.62         0.03 1      0.46 1      0.49        (0.10     —          (0.10
     6/30/2009        9.71         0.03 1      (3.12 )1      (3.09     (0.00 )#      —          (0.00 )# 
     6/30/2008        10.50         0.00 #,1      (0.79 )1      (0.79     (0.00 )#      (0.00 )#      (0.00 )# 
     6/30/2007 †††      9.14         0.01 1      1.52 1      1.53        (0.03     (0.14     (0.17

Class P

     5/31/2012      $ 8.99       $ 0.05 1    $ (0.54 )1    $ (0.49   $ (0.06   $ (0.65   $ (0.71
     5/31/2011 **      7.00         0.04 1      2.29 1      2.33        (0.08     (0.26     (0.34
     6/30/2010        6.61         0.04        0.47        0.51        (0.12     —          (0.12
     6/30/2009       9.44         0.04        (2.83     (2.79     (0.04     —          (0.04

 

* At the start of business on September 27, 2010, the Predecessor Funds, each a series of the Allianz Funds, were re-organized into a respective series of the Managers Funds.
** For the period from July 1, 2010 to May 31, 2011.
# 

Rounds to less than $0.01 per share or 0.01%.

 

Commencement of operations was July 7, 2008.

††

Commencement of operations was July 5, 2006.

 

Commencement of operations was September 15, 2006.

1 

Per share numbers have been calculated using average shares.

 

 

Managers Investment Group    35


Table of Contents

FINANCIAL HIGHLIGHTS

 

 

     Fiscal
period
ended:
    Net
Asset
Value
End of
Period
     Total
Return1
    Ratio of
Net
Expenses
to
Average
Net
Assets
    Ratio of
Net
Investment
Income
(Loss) to
Average
Net Assets
    Portfolio
Turnover
Rate
    Net Assets
End of
Period
(000’s
omitted)
     Ratio of
Total
Expenses
(Absent
Expense
Offsets)
to
Average
Net
Assets2
    Ratio of
Net
Investment
Income
(loss)
(Absent
Expense
Offsets) to
Average
Net Assets2
 

MANAGERS CADENCE FOCUSED GROWTH FUND

                    

Class D

     5/31/2012      $ 7.77         (5.47 )%      1.10     0.29     129   $ 1,854         2.06     (0.67 )% 
     5/31/2011 **      8.96         33.25 %3,4      1.12 %5      0.23 %5      83 %3,4      1,980         1.51 %5      (0.16 )%5 
     6/30/2010        6.98         7.25     1.12     0.27     120     1,375         1.12     0.27
     6/30/2009        6.59         (31.85 )%      1.11     0.28     156     1,271         1.11     0.28
     6/30/2008        9.67         (7.61 )%      1.12     (0.13 )%      143     1,811         1.12     (0.13 )% 
     6/30/2007 ††      10.47         14.16 %4      1.11 %5      (0.06 )%5      106 %4      1,225         1.11 %5      (0.06 )%5 

Institutional Class

     5/31/2012      $ 7.87         (5.13 )%      0.75     0.58     129   $ 4,053         1.49     (0.16 )% 
     5/31/2011 **      9.08         33.81 %3,4      0.75 %5      0.64 %5      83 %3,4      11,067         1.14 %5      0.25 %5 
     6/30/2010        7.06         7.50     0.74     0.60     120     15,695         0.74     0.60
     6/30/2009        6.65         (31.54 )%      0.71     0.67     156     90,722         0.71     0.67
     6/30/2008        9.75         (7.30 )%      0.72     0.30     143     122,861         0.72     0.30
     6/30/2007        10.54         14.72     0.71     0.30     106     50,850         0.71     0.30

Administrative Class

     5/31/2012      $ 7.86         (5.14 )%      0.76     0.64     129   $ 11         1.67     (0.27 )% 
     5/31/2011 **      9.06         34.20 %3,4      1.00 %5      0.35 %5      83 %3,4      12         1.39 %5      (0.04 )%5 
     6/30/2010        7.01         7.34     1.00     0.38     120     8         1.00     0.38
     6/30/2009        6.62         (31.80 )%      0.97     0.40     156     7         0.97     0.40
     6/30/2008        9.71         (7.49 )%      0.96     0.00 %#      143     11         0.96     0.00 %# 
     6/30/2007 †††      10.50         16.96 %4      0.96 %5      0.13 %5      106 %4      12         0.96 %5      0.13 %5 

Class P

     5/31/2012      $ 7.79         (5.20 )%      0.80     0.56     129   $ 116         1.65     (0.29 )% 
     5/31/2011 **      8.99         33.62 %3,4      0.82 %5      0.53 %5      83 %3,4      209         1.21 %5      0.14 %5 
     6/30/2010        7.00         7.63     0.85     0.53     120     225         0.85     0.53
     6/30/2009       6.61         29.52 %4      0.80 %5      0.53 %5      156 %4      82         0.80 %5      0.53 %5 

 

** For the period from July 1, 2010 to May 31, 2011.
#

Rounds to less than $0.01 per share or 0.01%.

Commencement of operations was July 7, 2008.

††

Commencement of operations was July 5, 2006.

†††

Commencement of operations was September 15, 2006.

1

Total returns and net investment income would have been lower had certain expenses not been reduced.

2

Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest and taxes.

3

Reflects the 11 month period from July 1, 2010 to May 31, 2011.

4

Not Annualized.

5

Annualized.

 

 

36    Managers Investment Group


Table of Contents

FINANCIAL HIGHLIGHTS

 

 

     Fiscal
period
ended:
    Net Asset
Value
Beginning
of Period
     Net
Investment
Income
(Loss)1
    Net Realized
and
Unrealized
Gain (Loss)
on
Investments1
    Total from
Investment
Operations
    Distributions
to
Shareholders
from Net
Investment
Income
    Distributions
to
Shareholders
from Net
Realized
Gain on
Investments
    Total
Distributions
to
Shareholders
 

MANAGERS CADENCE MID-CAP FUND*

                 

Class D

     5/31/2012      $ 26.49       $ (0.07   $ (2.14   $ (2.21     —          —          —     
     5/31/2011 **      18.36         (0.01     8.16        8.15      $ (0.02     —        $ (0.02
     6/30/2010        15.69         (0.03     2.70        2.67        —          —          —     
     6/30/2009        25.75         (0.07     (9.99     (10.06     —          —          —     
     6/30/2008        28.53         (0.10     0.39        0.29        —        $ (3.07     (3.07
     6/30/2007        27.73         (0.01     3.68        3.67        —          (2.87     (2.87

Institutional Class

     5/31/2012      $ 27.88       $ 0.04      $ (2.26   $ (2.22     —          —          —     
     5/31/2011 **      19.32         0.08        8.58        8.66      $ (0.10     —        $ (0.10
     6/30/2010        16.44         0.05        2.83        2.88        —          —          —     
     6/30/2009        26.87         0.04        (10.47     (10.43     —          —          —     
     6/30/2008        29.54         0.04        0.36        0.40        —        $ (3.07     (3.07
     6/30/2007        28.50         0.10        3.81        3.91        —          (2.87     (2.87

Administrative Class

     5/31/2012      $ 26.87       $ (0.02   $ (2.18   $ (2.20     —          —          —     
     5/31/2011 **      18.61         0.02        8.28        8.30      $ (0.04     —        $ (0.04
     6/30/2010        15.88         0.00 #      2.73        2.73        —          —          —     
     6/30/2009        26.02         (0.01     (10.13     (10.14     —          —          —     
     6/30/2008        28.76         (0.03     0.36        0.33        —        $ (3.07     (3.07
     6/30/2007        27.89         0.03        3.71        3.74        —          (2.87     (2.87

Class P

     5/31/2012      $ 27.80       $ 0.05      $ (2.29   $ (2.24     —          —          —     
     5/31/2011 **      19.28         0.05        8.56        8.61      $ (0.09     —        $ (0.09
     6/30/2010        16.42         0.03        2.83        2.86        —          —          —     
     6/30/2009       25.53         0.02        (9.13     (9.11     —          —          —     

 

* At the start of business on September 27, 2010, the Predecessor Funds, each a series of the Allianz Funds, were re-organized into a respective series of the Managers Funds.
** For the period from July 1, 2010 to May 31, 2011.
# 

Rounds to less than $0.01 per share or 0.01%.

 

Commencement of operations was July 7, 2008.

1 

Per share numbers have been calculated using average shares.

 

 

Managers Investment Group    37


Table of Contents

FINANCIAL HIGHLIGHTS

 

 

     Fiscal
period
ended:
    Net
Asset
Value
End of
Period
    Total
Return1
    Ratio of
Net
Expenses
to
Average
Net
Assets
    Ratio of
Net
Investment
Income
(Loss) to
Average
Net Assets
    Portfolio
Turnover
Rate
    Net Assets
End of
Period
(000’s
omitted)
     Ratio of
Total
Expenses
(Absent
Expense
Offsets)
to
Average
Net
Assets2
    Ratio of
Net
Investment
Income
(loss)
(Absent
Expense
Offsets) to
Average
Net Assets2
 

MANAGERS CADENCE MID-CAP FUND

                   

Class D

     5/31/2012      $ 24.28        (8.34 )%7      1.11     (0.28 )%      127   $ 35,751         1.20     (0.37 )% 
     5/31/2011 **      26.49        44.40 %3,4      1.10 %5      (0.07 )%5      85 %3,4      14,974         1.18 %5      (0.15 )%5 
     6/30/2010        18.36        17.02     1.11     (0.16 )%      107     13,012         1.86     (0.91 )% 
     6/30/2009        15.69 6      (39.07 )%6      1.11     (0.34 )%      148     22,739         1.86     (1.09 )% 
     6/30/2008        25.75        0.31     1.09     (0.38 )%      149     193,222         1.84     (1.13 )% 
     6/30/2007        28.53        14.55     1.09     (0.05 )%      164     27,561         1.84     (0.80 )% 

Institutional Class

     5/31/2012      $ 25.66        (7.96 )%      0.71     0.15     127   $ 234,346         0.80     0.06
     5/31/2011 **      27.88        44.87 %3,4      0.70 %5      0.36 %5      85 %3,4      299,909         0.78 %5      0.28 %5 
     6/30/2010        19.32        17.52     0.71     0.26     107     292,232         0.74     0.23
     6/30/2009        16.44 6      (38.82 )%6      0.71     0.21     148     312,484         0.71     0.21
     6/30/2008        26.87        0.69     0.69     0.12     149     522,366         0.69     0.12
     6/30/2007        29.54        15.02     0.69     0.35     164     482,027         0.69     0.35

Administrative Class

     5/31/2012      $ 24.67        (8.19 )%      0.96     (0.09 )%      127   $ 92,851         1.05     (0.18 )% 
     5/31/2011 **      26.87        44.60 %3,4      0.94 %5      0.11 %5      85 %3,4      129,964         1.02 %5      0.03 %5 
     6/30/2010        18.61        17.19     0.96     0.01     107     130,157         0.99     (0.02 )% 
     6/30/2009        15.88 6      (38.97 )%6      0.96     (0.04 )%      148     129,640         0.96     (0.04 )% 
     6/30/2008        26.02        0.45     0.94     (0.11 )%      149     214,673         0.94     (0.11 )% 
     6/30/2007        28.76        14.73     0.94     0.11     164     278,073         0.94     0.11

Class P

     5/31/2012      $ 25.56        (8.06 )%      0.78     0.20     127   $ 2,136         0.87     0.11
     5/31/2011 **      27.80        44.71 %3,4      0.81 %5      0.24 %5      85 %3,4      2,967         0.89 %5      0.16 %5 
     6/30/2010        19.28        17.42     0.84