UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-03752

THE MANAGERS FUNDS

(Exact name of registrant as specified in charter)

800 Connecticut Avenue, Norwalk, Connecticut 06854

(Address of principal executive offices) (Zip code)

Managers Investment Group LLC

800 Connecticut Avenue, Norwalk, Connecticut 06854

(Name and address of agent for service)

Registrant’s telephone number, including area code: (203) 299-3500

Date of fiscal year end:	DECEMBER 31
Date of reporting period:	JANUARY 1, 2009 – JUNE 30, 2009
	(Semi-Annual Shareholder Report)

Item 1.     Reports to Shareholders

SEMI-ANNUAL REPORT

Managers Funds

June 30, 2009

Managers AMG Essex Large Cap Growth Fund

Managers International Equity Fund

Managers Emerging Markets Equity Fund

Managers Global Bond Fund

Managers Money Market Fund

SAR002-0609

The Managers Funds

Semi-Annual Report — June 30, 2009 (unaudited)

TABLE OF CONTENTS

	Page
ABOUT YOUR FUND’S EXPENSES	1
FUND PERFORMANCE	2
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
Managers AMG Essex Large Cap Growth Fund	3
Managers International Equity Fund	5
Managers Emerging Markets Equity Fund	10
Managers Global Bond Fund	16
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS	22
FINANCIAL STATEMENTS:
Statements of Assets and Liabilities	23
Funds’ balance sheet, net asset value (NAV) per share computations and cumulative undistributed amounts
Statements of Operations	24
Detail of sources of income, Fund expenses, and realized and unrealized gains (losses) during the period
Statements of Changes in Net Assets	25
Detail of changes in Fund assets for the past two periods
MANAGERS MONEY MARKET FINANCIAL STATEMENTS:
Statement of Assets and Liabilities	27
Fund balance sheet, net asset value (NAV) per share computation and cumulative undistributed amount
Statements of Operations	27
Detail of sources of income, Fund expenses, and realized and unrealized gains (losses) during the period
Statements of Changes in Net Assets	28
Detail of changes in Fund assets for the past three periods
FINANCIAL HIGHLIGHTS	28
Historical net asset values per share, distributions, total returns, expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL STATEMENTS	31
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT ADVISORY AGREEMENTS	39

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the Managers Family of Funds. Such offering is made only by Prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended June 30, 2009	Expense Ratio for the Period		Beginning Account Value 1/1/2009		Ending Account Value 6/30/2009		Expenses Paid During the Period*
Managers AMG Essex Large Cap Growth Fund
Based on Actual Fund Return	1.40	%	$	1,000	$	1,134	$	7.41
Based on Hypothetical 5% Annual Return	1.40	%	$	1,000	$	1,018	$	7.00
Managers International Equity Fund
Based on Actual Fund Return	1.48	%	$	1,000	$	1,106	$	7.73
Based on Hypothetical 5% Annual Return	1.48	%	$	1,000	$	1,017	$	7.40
Managers Emerging Markets Equity Fund
Based on Actual Fund Return	1.77	%	$	1,000	$	1,296	$	10.08
Based on Hypothetical 5% Annual Return	1.77	%	$	1,000	$	1,016	$	8.85
Managers Global Bond Fund
Based on Actual Fund Return	1.10	%	$	1,000	$	1,105	$	5.74
Based on Hypothetical 5% Annual Return	1.10	%	$	1,000	$	1,019	$	5.51
Managers Money Market Fund
Based on Actual Fund Return	0.35	%	$	1,000	$	1,003	$	2.53
Based on Hypothetical 5% Annual Return	0.35	%	$	1,000	$	1,022	$	2.56

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365.

1

Managers Funds Performance

All periods ended June 30, 2009 (unaudited)

The table below shows the average annual total returns for the Managers Funds and for each Fund’s Index from June 30, 1999 through June 30, 2009.

	Average Annual Total Returns 1
The Managers Funds	Six Months		One Year		Five Years		Ten Years		Inception Date
AMG Essex Large Cap Growth Fund2,3	13.37	%	(29.67	)%	(2.92	)%	(4.35	)%	6/1/1984
Russell 1000® Growth Index7	11.53	%	(24.50	)%	(1.83	)%	(4.18	)%
Managers International Equity Fund2,4	10.61	%	(34.28	)%	1.63	%	0.10	%	12/31/1985
MSCI EAFE Index®8	7.95	%	(31.35	)%	2.31	%	1.18	%
Managers Emerging Markets Equity Fund2,5	29.58	%	(35.35	)%	11.44	%	9.34	%	2/9/1998
MSCI Emerging Markets Index®9	36.01	%	(28.07	)%	14.72	%	8.70	%
Managers Global Bond Fund2,4,6	10.45	%	(2.49	)%	3.88	%	4.87	%	3/25/1994
Barclays Capital Global Aggregate Bond Index10	1.52	%	2.76	%	5.53	%	6.05	%
Managers Money Market Fund2	0.27	%	1.44	%	3.18	%	3.06	%	6/1/1984
Merrill Lynch 3-Month U.S. Treasury Bill	0.10	%	0.95	%	3.17	%	3.23	%

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call (800) 835-3879 or visit our Web site at www.managersinvest.com.

In choosing a Fund, investors should carefully consider the amount they plan to invest, their investment objectives, the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call 800.835.3879 or visit www.managersinvest. com for a free prospectus. Read it carefully before investing or sending money. Distributed by Managers Distributors, Inc., member FINRA.

¹ Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of June 30, 2009. All returns are in U.S. dollars($).

² Fund for which, from time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

³ The Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small- and medium capitalization companies) when stocks of large capitalization companies are out of favor. The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

⁴ Investments in foreign securities are subject to additional risks such as changing market conditions, economic and political instability, and currency exchange rate fluctuations. The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar security when converted back to U.S. Dollars.

⁵ The Fund is subject to the risks associated with investments in emerging markets, such as erratic earnings patterns, economic and political instability, changing exchange controls, limitations on repatriation of foreign capital and changes in local governmental attitudes toward private investment, possibly leading to nationalization or confiscation of investor assets. The Fund is also subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar security when converted back to U.S. Dollars.

⁶ Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed-income securities to fall. The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors.

⁷ The Russell 1000^® Growth Index is a market capitalization weighted index that measures the performance of those Russell 1000^® companies with higher price-to-book ratio and higher forecasted growth values. Unlike the Fund, the Russell 1000^® Growth Index is unmanaged, is not available for investment, and does not incur expenses. The Russell 1000^® Growth Index is a trademark of Russell Investments. Russell^® is a trademark of Russell Investments.

⁸ The Morgan Stanley Capital International Europe, Australasia, and Far East (MSCI EAFE) Index^® is composed of all the publicly traded stocks in developed non-U.S. Markets. The MSCI EAFE Index^® consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Unlike the Fund, the MSCI EAFE Index^® is unmanaged, is not available for investment, and does not incur expenses. All MSCI data is provided “as is.” The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein.

⁹ The MSCI Emerging Markets Index^® is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. The MSCI Emerging Markets Index consisted of the following 22 emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey. Unlike the Fund, the MSCI EM Index is unmanaged, is not available for investment, and does not incur expenses. All MSCI data is provided “as is.” The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates, or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein.

¹⁰ The Barclays Capital Global Aggregate Bond Index provides a broad-based measure of the global investment-grade fixed income markets. The three major components of this index are the U.S. Aggregate, the Pan-European Aggregate, and the Asian-Pacific Aggregate Indices. The Index also includes Eurodollar and Euro-Yen corporate bonds, Canadian government, agency and corporate securities, and USD investment grade 144A securities. Unlike the Fund, the Barclays Capital Global Aggregate Bond Index is unmanaged, is not available for investment, and does not incur fees.

Not FDIC insured, nor bank guaranteed. May lose value.

2

Managers AMG Essex Large Cap Growth Fund

Fund Snapshots

June 30, 2009 (unaudited)

Portfolio Breakdown

Industry	Managers AMG Essex Large Cap Growth Fund**		Russell 1000® Growth Index
Information Technology	30.5	%	31.4	%
Health Care	19.1	%	17.2	%
Consumer Discretionary	10.2	%	10.2	%
Financials	9.7	%	5.0	%
Energy	9.2	%	4.3	%
Industrials	8.0	%	10.0	%
Materials	6.6	%	3.9	%
Consumer Staples	5.0	%	16.4	%
Telecommunication Services	2.0	%	0.6	%
Utilities	0.0	%	1.0	%
Other Assets and Liabilities	(0.3	)%	0.0	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net Assets
Microsoft Corp.	4.5	%
Goldman Sachs Group, Inc.	3.7
QUALCOMM, Inc.*	3.6
Cisco Systems, Inc.	3.6
Apollo Group, Inc., Class A*	3.2
Google, Inc.	3.0
Baxter International, Inc.	2.8
URS Corp.	2.8
Kohl’s Corp.*	2.8
Teva Pharmaceutical Industries, Ltd., Sponsored ADR	2.7
Top Ten as a Group	32.7	%

* Top Ten Holding at December 31, 2008

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

3

Managers AMG Essex Large Cap Growth Fund

Schedule of Portfolio Investments

June 30, 2009 (unaudited)

	Shares		Value
Common Stocks - 100.3%
Consumer Discretionary - 10.2%
Apollo Group, Inc., Class A*	6,010		$	427,432
Johnson Controls, Inc.	9,749			211,748
Kohl’s Corp.*	8,710			372,352
TJX Cos., Inc., The	11,427			359,493
Total Consumer Discretionary				1,371,025
Consumer Staples - 5.0%
Colgate-Palmolive Co.	2,754			194,818
Procter & Gamble Co., The	3,349			171,134
Wal-Mart Stores, Inc.	6,309			305,608
Total Consumer Staples				671,560
Energy - 9.2%
Anadarko Petroleum Corp.	7,157			324,855
Southwestern Energy Co.*	7,883			306,255
Transocean, Ltd.*	4,195			311,647
Weatherford International, Ltd.*	15,005			293,498
Total Energy				1,236,255
Financials - 9.7%
ACE, Ltd.	2,321			102,658
Charles Schwab Corp., The	14,027			246,034
Fifth Third Bancorp	8,768			62,253
Goldman Sachs Group, Inc.	3,387			499,379
IntercontinentalExchange, Inc.*	1,231			140,629
JPMorgan Chase & Co.	7,546			257,394
Total Financials				1,308,347
Health Care - 19.1%
Abbott Laboratories Co.	6,438			302,844
Amgen, Inc.*	1,925			101,910
Baxter International, Inc.	7,088			375,379
Celgene Corp.*	3,142			150,313
Genzyme Corp.*	2,264			126,037
Gilead Sciences, Inc.*	7,250			339,590
Medco Health Solutions, Inc.*	5,078			231,608
Shire Pharmaceuticals PLC	4,663			193,421
St. Jude Medical, Inc.*	4,897			201,267
Teva Pharmaceutical Industries, Ltd., Sponsored ADR	7,477			368,915
Vertex Pharmaceuticals, Inc.*	5,195			185,150
Total Health Care				2,576,434
Industrials - 8.0%
Aecom Technology Corp.*	7,808			249,856
Delta Air Lines, Inc.*	16,585			96,027
Quanta Services, Inc.*	15,485			358,168
URS Corp.*	7,549			373,827
Total Industrials				1,077,878
Information Technology - 30.5%
Apple, Inc.*	2,471			351,945
ASML Holding, N.V.	11,533	2		249,689
Cisco Systems, Inc.*	25,893			482,646
EMC Corp.*	19,261			252,319
Google, Inc.*	963			405,991
International Business Machines Corp.	2,527			263,869
McAfee, Inc.*	7,136			301,068
MEMC Electronic Materials, Inc.*	14,249			253,775
Microsoft Corp.	25,443			604,780
Nvidia Corp.*	28,336			319,913
QUALCOMM, Inc.	10,819			489,019
Symantec Corp.*	8,576			133,443
Total Information Technology				4,108,458
Materials - 6.6%
Agnico-Eagle Mines, Ltd.	2,490			130,675
Freeport McMoRan Copper & Gold, Inc., Class B	4,436			222,288
Mosaic Co., The,	6,786			300,620
Potash Corp. of Saskatchewan, Inc.	2,644			246,024
Total Materials				899,607
Telecommunication Services - 2.0%
NII Holdings, Inc., Class B*	14,232			271,404
Total Common Stocks (cost $12,257,192)				13,520,967
Short-Term Investments - 6.1%1
BNY Institutional Cash Reserves Fund, Series A, 0.06%3	443,006			443,006
BNY Institutional Cash Reserves Fund, Series B*3,8	119,397			17,611
Dreyfus Cash Management Fund, Institutional Class Shares, 0.44%9	353,221			353,221
Total Short-Term Investments (cost $915,624)				813,838
Total Investments - 106.4% (cost $13,172,816)				14,334,805
Other Assets, less Liabilities - (6.4)%				(859,039	)
Net Assets - 100.0%			$	13,475,766

The accompanying notes are an integral part of these financial statements.

4

Managers International Equity Fund

Fund Snapshots

June 30, 2009 (unaudited)

Portfolio Breakdown

Industry	Managers International Equity Fund**		MSCI EAFE Index
Financials	28.4	%	24.6	%
Energy	9.7	%	8.7	%
Industrials	9.7	%	11.3	%
Health Care	7.8	%	8.4	%
Materials	7.6	%	9.4	%
Consumer Staples	7.6	%	10.0	%
Information Technology	7.5	%	5.2	%
Telecommunication Services	6.0	%	6.0	%
Consumer Discretionary	5.0	%	10.0	%
Utilities	4.8	%	6.4	%
Other Equities	0.7	%	0.0	%
Preferred Stocks	0.3	%	0.0	%
Other Assets and Liabilities	4.9	%	0.0	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net Assets
BP PLC*	1.8	%
Vodafone Group PLC*	1.6
Eni S.p.A.	1.6
Sanofi-Aventis SA*	1.5
GlaxoSmithKline PLC	1.5
Societe Generale	1.5
Allianz SE*	1.4
Nestle SA, Registered	1.4
Sun Hung Kai Properties, Ltd.	1.3
E.ON AG	1.3
Top Ten as a Group	14.9	%

* Top Ten Holding at December 31, 2008

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

5

Managers International Equity Fund

Fund Snapshots (continued)

Summary of Investments by Country

Country	Managers International Equity Fund*		MSCI EAFE Index
Australia	0.6	%	7.3	%
Belgium	0.4	%	0.9	%
Belgium	0.0	%	0.9	%
Bermuda	0.0	%	0.4	%
Brazil	2.4	%	0.0	%
Canada	3.6	%	0.0	%
Cayman Islands	0.5	%	0.0	%
China	2.2	%	0.0	%
Cyprus	0.0	%	0.0	%
Czech Republic	0.9	%	0.0	%
Denmark	0.3	%	0.9	%
Finland	1.0	%	1.3	%
France	9.0	%	9.8	%
Germany	9.7	%	7.7	%
Greece	0.0	%	0.5	%
Hong Kong	4.4	%	2.1	%
India	0.6	%	0.0	%
Ireland	0.0	%	0.3	%
Israel	0.6	%	0.0	%
Italy	2.8	%	3.4	%
Japan	13.3	%	24.0	%
Jersey, Channel Islands	0.0	%	0.3	%
Luxembourg	0.7	%	0.5	%
Netherlands	3.6	%	2.5	%
New Zealand	0.0	%	0.1	%
Norway	1.0	%	0.6	%
Portugal	0.0	%	0.3	%
Russia	1.0	%	0.0	%
Singapore	1.3	%	1.3	%
South Africa	1.0	%	0.0	%
South Korea	1.5	%	0.0	%
Spain	2.2	%	4.5	%
Sweden	2.3	%	2.3	%
Switzerland	8.0	%	7.3	%
Taiwan	1.9	%	0.0	%
Turkey	0.2	%	0.0	%
United Kingdom	14.0	%	20.7	%
United States	9.0	%	0.1	%
	100.0	%	100.0	%

* As a percentage of total market value on June 30, 2009

6

Managers International Equity Fund

Schedule of Portfolio Investments

June 30, 2009 (unaudited)

	Shares	Value
Common Stocks - 94.1%
Consumer Discretionary - 5.0%
Aisin Seiki Co., Ltd. (Japan)	19,300	$	416,945
Compass Group PLC (United Kingdom)	137,182		774,351
Cyrela Brazil Realty, S.A. (Brazil)	39,100		293,325
Electrolux AB, Series B (Sweden)*	18,200		254,611
Hennes & Mauritz AB (Sweden)	14,242		711,164
Lagardere (France)	11,700		390,069
New World Department Store China, Ltd. (China)	61,000		45,874
Nissan Motor Co., Ltd. (Japan)	80,700		489,760
Parkson Retail Group, Ltd. (China)	83,500		118,933
Pearson PLC (United Kingdom)	5,604		56,434
Renault SA (France)*	12,800		472,916
Sekisui House, Ltd. (Japan)	68,000		688,701
Toyota Motor Corp. (Japan)	24,700		934,089
Wolters Kluwer, N.V. (Netherlands)	3,531		61,945
Total Consumer Discretionary			5,709,117
Consumer Staples - 7.6%
Associated British Foods PLC (United Kingdom)	37,600		473,695
British American Tobacco PLC (United Kingdom)	14,521		400,840
Cadbury PLC (United Kingdom)	36,449		311,555
Casino Guichard-Perrachon SA (France)	14,413		976,132
Delhaize Group (Belgium)	6,600		464,669
Diageo PLC (United Kingdom)	31,476		452,093
Groupe Danone SA (France)	4,802		238,107
Koninklijke Ahold, N.V. (Netherlands)	97,042		1,118,751
L’Oreal SA (France)	4,632		347,696
Metro AG (Germany)	15,448		738,078
Nestle SA, Registered (Switzerland)	42,143		1,591,255
Seven & i Holdings Co., Ltd. (Japan)	21,700		508,921
Unilever, N.V. (Netherlands)	35,333		854,570
Uni-President Enterprises Corp. (Taiwan)	214,653		220,472
Total Consumer Staples			8,696,834
Energy - 9.7%
BP PLC (United Kingdom)	265,247		2,095,930
Canadian Natural Resources, Ltd. (Canada)	9,400		494,507
China Shenhua Energy Co., Ltd. (China)	184,000		672,222
EnCana Corp. (Canada)	12,068		598,342
Eni S.p.A. (Italy)	76,430		1,812,702
INPEX Corp. (Japan)	79		629,882
LUKOIL Holdings, ADR (Russia)	16,400		733,080
Nexen, Inc. (Canada)	11,000		238,980
Petro-Canada (Canada)	17,800		687,423
Petroleo Brasileiro, S.A., ADR (Brazil)	21,400		713,904
Petroleo Brasileiro, S.A., Sponsored ADR (Brazil)	11,100		454,878
Petroplus Holdings AG (Switzerland)*	4,398		72,927
Royal Dutch Shell PLC, Class A (Netherlands)	52,900		1,325,530
StatoilHydro ASA (Norway)	35,600		703,213
Total Energy			11,233,520
Financials - 28.4%
Allianz SE (Germany)	18,092		1,668,854
Australia and New Zealand Banking Group, Ltd. (Australia)	58,800		779,246
Aviva PLC (United Kingdom)	97,743		550,330
Banca Intesa S.p.A. (Italy)*	118,400		382,613
Banco do Brasil, S.A. (Brazil)	54,400		587,170
Banco Santander Central Hispano, S.A. (Spain)	104,462		1,262,757
Bank of China, Ltd., Class H (China)	1,513,000		716,471
Bank of East Asia, Ltd. (Hong Kong)	60,790		184,230
Bank of Yokohama, Ltd., The (Japan)	116,000		620,900
Barclays PLC (United Kingdom)	100,400		466,563
BNP Paribas SA (France)	14,400		939,062
CapitaLand, Ltd. (Singapore)	204,500		519,951
Cathay Financial Holding Co., Ltd. (Taiwan)*	197,300		290,055
China Life Insurance Co., Ltd. (China)	224,000		823,245
China Overseas Land & Investment, Ltd. (Hong Kong)	547,360		1,263,301
Chinatrust Financial Holding Co., Ltd., (Taiwan)*	403,109		242,155
Credit Agricole SA (France)	54,009		677,180
Credit Suisse Group AG (Switzerland)	27,047		1,239,185
Daiwa House Industry Co., Ltd. (Japan)	34,000		365,603
Daiwa Securities Group, Inc. (Japan)	40,000		237,688
DBS Group Holdings, Ltd. (Singapore)	55,500		449,947
Deutsche Bank AG (Germany)	16,300		990,893
Deutsche Boerse AG (Germany)	2,681		208,649
Hang Lung Group, Ltd. (Hong Kong)	20,900		97,799
Hang Lung Properties, Ltd. (Hong Kong)	41,000		135,014
HDFC Bank, Ltd. (India)	14,195		442,444
Henderson Land Development Co., Ltd. (Hong Kong)	68,000		388,023

The accompanying notes are an integral part of these financial statements.

7

Managers International Equity Fund

Schedule of Portfolio Investments (continued)

	Shares	Value
Financials - 28.4% (continued)
Hong Kong Exchanges and Clearing, Ltd. (Hong Kong)	57,400	$	887,203
HSBC Holdings PLC (United Kingdom)	170,464		1,420,164
Industrial and Commercial Bank of China, Ltd. - Class H (China)*	354,000		245,211
ING Groep, N.V. (Netherlands)	56,217		569,539
KB Financial Group, Inc. (South Korea)*	13,200		440,073
Lloyds TSB Group PLC (United Kingdom)	343,885		396,427
Man Group PLC (United Kingdom)	162,976		747,064
Mitsubishi Estate Co., Ltd. (Japan)	25,000		415,042
Mitsui Fudosan Co., Ltd. (Japan)	66,000		1,144,715
Muenchener Rueckversicherungs AG (Germany)	6,100		823,630
Nomura Holdings, Inc. (Japan)	38,900		328,349
Prudential Corp. PLC (United Kingdom)	47,876		327,255
Societe Generale (France)	31,324		1,719,400
Standard Bank Group Ltd. (South Africa)	44,700		514,240
Standard Chartered PLC (United Kingdom)	22,498		423,030
Storebrand ASA (Norway)*	111,189		486,321
Sumitomo Mitsui Financial Group, Inc. (Japan)	27,200		1,100,656
Sumitomo Realty & Development Co., Ltd. (Japan)	22,000		401,691
Sun Hung Kai Properties, Ltd. (Hong Kong)	122,000		1,514,971
T&D Holdings, Inc. (Japan)	11,400		325,709
Turkiye Garanti Bankasi A.S. (Turkey)*	103,200		274,548
United Overseas Bank, Ltd. (Singapore)	62,000		625,629
Zurich Financial Services AG (Switzerland)	6,203		1,096,401
Total Financials			32,756,596
Health Care - 7.8%
Actelion, Ltd. (Switzerland)*	10,381		544,112
AstraZeneca PLC (United Kingdom)	11,700		515,882
Bayer AG (Germany)	16,400		881,340
GlaxoSmithKline PLC (United Kingdom)	100,148		1,768,943
Lonza Group AG (Switzerland)	2,432		241,930
Novartis AG (Switzerland)*	23,268		947,176
Roche Holding AG (Switzerland)*	10,904		1,485,694
Sanofi-Aventis SA (France)	30,119		1,779,728
Teva Pharmaceutical Industries, Ltd., Sponsored ADR (Israel)	17,100		843,714
Total Health Care			9,008,519
Industrials - 9.7%
ABB, Ltd., ADR (Switzerland)*	40,800		645,442
ABB, Ltd. (Switzerland)*	50,074		790,702
Adecco SA (Switzerland)	5,700		238,244
Alstom SA (France)*	8,140		483,327
Atlas Copco AB (Sweden)	52,200		525,613
Babcock International Group PLC (United Kingdom)	65,768		521,758
Deutsche Lufthansa AG (Germany)	20,700		259,965
Deutsche Post AG (Germany)*	52,050		679,617
East Japan Railway Co. (Japan)	10,400		626,141
FANUC, Ltd. (Japan)	6,000		480,818
Far Eastern Textile Co., Ltd. (Taiwan)	225,278		259,495
HOCHTIEF AG (Germany)	5,740		289,859
Hutchison Whampoa, Ltd. (Hong Kong)	30,000		195,154
ITOCHU Corp. (Japan)	88,000		610,651
Kajima Corp. (Japan)	67,000		208,571
Mitsubishi Corp. (Japan)	18,900		348,766
Mitsubishi Heavy Inds., Ltd. (Japan)	113,000		467,629
Randstad Holding, N.V. (Netherlands)*	15,800		439,088
Shimizu Corp. (Japan)	48,000		208,340
Siemens AG (Germany)	18,105		1,252,008
Tognum AG (Germany)	26,513		348,853
Tostem Inax Holding Corp. (Japan)	16,100		248,474
Vestas Wind Systems A/S (Denmark)*	4,400		315,765
Wolseley PLC (United Kingdom)*	22,400		428,809
Yamato Transport Co., Ltd. (Japan)	21,000		279,213
Total Industrials			11,152,302
Information Technology - 7.5%
AU Optronics Corp., Sponsored ADR (Taiwan)	45,100		436,568
Autonomy Corporation PLC (United Kingdom)*	35,091		831,470
Canon, Inc. (Japan)	22,900		748,006
Cia Brasileira de Meios de Pagamentos (Brazil)*	20,700		178,002
Ericsson (LM), Class B (Sweden)	99,400		979,232
Fujitsu, Ltd. (Japan)	78,000		423,714
Gemalto NV (France)*	19,157		665,802
NetEase.com, Inc., ADR (Cayman Islands)*	16,800		591,024
Nokia Oyj (Finland)	79,400		1,162,986
Redecard, S.A. (Brazil)	20,200		309,263
Samsung Electronics Co., Ltd. (South Korea)	1,778		822,084

The accompanying notes are an integral part of these financial statements.

8

Managers International Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 7.5% (continued)
Samsung Electronics Co., Ltd., GDR, (a) (South Korea)*	2,287		$	531,380
Taiwan Semiconductor Manufacturing Co., Ltd., Sponsored ADR (Taiwan)	52,061			489,890
Toshiba Corp. (Japan)	125,000			452,868
Total Information Technology				8,622,289
Materials - 7.6%
Air Liquide SA (France)	5,148			472,360
ArcelorMittal (Luxembourg)	24,428			808,416
Barrick Gold Corp. (Canada)	25,686			864,555
BASF SE (Germany)	17,300			689,263
GMK Norilsk Nickel, Sponsored ADR (Russia)*	54,724	2		497,988
Gold Fields, Ltd. (South Africa)	32,663			394,526
Goldcorp, Inc. (Canada)	20,000			695,181
Impala Platinum Holdings, Ltd. (South Africa)	9,800			216,678
Kinross Gold Corp. (Canada)	16,500			299,475
Mitsubishi Chemical Holdings Corp. (Japan)	72,500			306,657
Rio Tinto PLC (United Kingdom)	23,042			797,977
Shin-Etsu Chemical Co., Ltd. (Japan)	13,400			621,477
Svenska Cellulosa AB (SCA) (Sweden)	27,200			286,373
Syngenta AG (Switzerland)	2,931			681,944
Taiwan Fertilizer Co., Ltd. (Taiwan)	112,000			331,059
Toray Industries, Inc. (Japan)	88,700			451,496
Yamana Gold, Inc. (Canada)	43,259			384,558
Total Materials				8,799,983
Telecommunication Services - 6.0%
Bharti Tele-Ventures, Ltd. (India)*	13,107			219,102
BT Group PLC (United Kingdom)	236,090			395,568
Deutsche Telekom AG (Germany)	35,800			423,248
France Telecom SA (France)	48,315			1,099,344
Nippon Telegraph & Telephone Corp. (Japan)	24,700			1,005,918
Telecom Italia S.p.A. (Italy)	506,800			702,671
Telecom Italia S.p.A., RSP (Italy)	464,100			457,192
Telefonica, S.A. (Spain)	36,000			817,548
Vodafone Group PLC (United Kingdom)	947,306			1,842,452
Total Telecommunication Services				6,963,043
Utilities - 4.8%
Centrica PLC (United Kingdom)	133,900			492,355
Ceske Energeticke Zavody (Czech Republic)*	23,011			1,028,509
E.ON AG (Germany)	42,641			1,513,670
Electricite de France SA (France)	9,800			478,517
Hong Kong and China Gas Co., Ltd., The (Hong Kong)	313,670			658,451
Iberdrola Renovables SAU (Spain)*	121,205			555,670
National Grid PLC (United Kingdom)	32,230			290,834
RWE AG (Germany)	7,140			563,058
Total Utilities				5,581,064
Total Common Stocks (cost $109,645,720)				108,523,267
Other Equities - 0.7%
Hirco PLC (South Africa)*	18,100			28,576
SPDR Gold Shares (United States)*	8,400			765,912
Total Other Equities (cost $823,505)				794,488
Preferred Stock - 0.3%
Itau Unibanco Banco Multiplo, S.A., Preferred (Brazil)	20,513			323,366
Total Preferred Stock (cost $349,850)				323,366
Short-Term Investments - 8.6%1
BNY Institutional Cash Reserves Fund, Series A, 0.06%3	399,006			399,006
BNY Institutional Cash Reserves Fund, Series B*3,8	104,356			15,393
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.44%9	9,476,298			9,476,298
Total Short-Term Investments (cost $9,979,660)				9,890,697
Total Investments - 103.7% (cost $120,798,735)				119,531,818
Other Assets, less Liabilities - (3.7)%				(4,267,421	)
Net Assets - 100.0%			$	115,264,397

The accompanying notes are an integral part of these financial statements.

9

Managers Emerging Markets Equity Fund

Fund Snapshots

June 30, 2009 (unaudited)

Portfolio Breakdown

Industry	Managers Emerging Markets Equity Fund**		MSCI EM Index
Financials	26.6	%	24.0	%
Energy	15.9	%	16.1	%
Telecommunication Services	11.8	%	10.5	%
Materials	11.6	%	13.5	%
Information Technology	10.0	%	12.3	%
Industrials	7.5	%	7.2	%
Consumer Discretionary	7.3	%	5.0	%
Consumer Staples	2.9	%	5.1	%
Utilities	2.5	%	3.9	%
Preferred Stocks	1.6	%	0.0	%
Health Care	1.4	%	2.4	%
Other Assets and Liabilities	0.9	%	0.0	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net Assets
Petroleo Brasileiro, S.A., ADR	2.8	%
OAO Gazprom, ADR*	2.7
China Mobile, Ltd.*	2.2
Bank of China, Ltd., Class H	1.9
China Construction Bank Corp.	1.9
CNOOC, Ltd.*	1.8
Industrial and Commercial Bank of China, Ltd. - Class H	1.8
Samsung Electronics Co., Ltd.	1.8
Hon Hai Precision Industry Co., Ltd.	1.5
Banco Bradesco, S.A.	1.5
Top Ten as a Group	19.9	%

* Top Ten Holding at December 31, 2008

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

10

Managers Emerging Markets Equity Fund

Fund Snapshots (continued)

Summary of Investments by Country

Country	Managers Emerging Markets Equity Fund*		MSCI EM Index
Bermuda	0.4	%	0.3	%
Brazil	15.1	%	14.6	%
Cayman Islands	0.0	%	2.2	%
Chile	0.8	%	1.5	%
China	12.3	%	11.4	%
Colombia	0.0	%	0.6	%
Czech Republic	0.4	%	0.5	%
Egypt	1.3	%	0.6	%
Hong Kong	6.5	%	5.4	%
Hungary	0.3	%	0.5	%
India	8.1	%	7.5	%
Indonesia	3.1	%	1.7	%
Israel	2.1	%	2.7	%
Luxembourg	0.6	%	0.0	%
Malaysia	1.4	%	2.9	%
Mexico	3.1	%	4.4	%
Morocco	0.0	%	0.4	%
Panama	0.5	%	0.0	%
Peru	0.7	%	0.0	%
Philippines	0.9	%	0.4	%
Poland	0.3	%	1.1	%
Russia	8.3	%	5.7	%
South Africa	5.4	%	7.5	%
South Korea	10.5	%	12.3	%
Supranational & Other	0.3	%	0.0	%
Taiwan	8.7	%	11.7	%
Thailand	2.8	%	1.4	%
Turkey	3.0	%	1.4	%
United Kingdom	0.7	%	0.0	%
United States	2.4	%	1.3	%
	100.0	%	100.0	%

* As a percentage of total market value on June 30, 2009

11

Managers Emerging Markets Equity Fund

Schedule of Portfolio Investments

June 30, 2009 (unaudited)

	Shares		Value
Common Stocks - 97.5%
Consumer Discretionary - 7.3%
Astra International Tbk PT (Indonesia)	79,000		$	183,424
Cyfrowy Polsat SA (Poland)*	43,502			210,333
Desarrolladora Homex, S.A.B. de C.V. (Mexico)*	15,578	2		434,470
Far Eastern Department Stores, Ltd. (Taiwan)	210,000			205,416
Genting Malaysia Berhad (Malaysia)*	454,700			348,243
Golden Eagle Retail Group, Ltd. (China)	289,000			334,883
Grupo Televisa SA (Mexico)	34,300			583,100
Hyundai Mobis Co., Ltd. (South Korea)	3,224			280,895
Hyundai Motor Co., Ltd. (South Korea)	5,899			341,190
Land and Houses PCL (Thailand)	432,700			64,425
LG Electronics, Inc. (South Korea)	6,152			561,982
Lojas Renner, S.A. (Brazil)	29,000			321,153
Maruti Udyog, Ltd. (India)	5,195			115,523
MegaStudy Co., Ltd. (South Korea)	988			177,527
Naspers, Ltd. (South Africa)	12,847			338,343
Net Servicos de Comunicacao, S.A. (Brazil)*	69,010			672,667
Parkson Retail Group, Ltd. (China)	141,500			201,545
Urbi Desarrollos Urbanos, SA de CV (Mexico)*	142,030			215,716
Zee Entertainment Enterprises, Ltd. (India)	112,914			415,807
Total Consumer Discretionary				6,006,642
Consumer Staples - 2.9%
Anadolu Efes Biracilik ve Malt Sanayii A.S. (Turkey)	28,191			253,403
BIM Birlesik Magazalar A.S. (Turkey)	4,824			168,305
China Mengniu Dairy Co., Ltd. (Hong Kong)*	167,000			387,419
Cia Brasileira de Distribuicao Grupo Pao de Acucar (Brazil)	6,732			258,913
Cia de Bebidas das Americas, RCT (Brazil)	8			520
ITC, Ltd. (India)	38,968			154,913
KT&G Corp. (South Korea)	2,863			161,551
Kuala Lumpur Kepong Berhad (Malaysia)	38,500			130,040
Shinsegae Co., Ltd. (South Korea)	1,717			678,515
Shufersal, Ltd. (Israel)	20,001			73,788
Uni-President Enterprises Corp. (Taiwan)	146,000			149,958
Total Consumer Staples				2,417,325
Energy - 15.9%
Cairn India, Ltd. (India)*	37,427			181,384
China Shenhua Energy Co., Ltd. (China)	40,000			146,135
CNOOC, Ltd. (Hong Kong)	1,213,790			1,495,210
LUKOIL Holdings, ADR (Russia)	24,594			1,099,352
NovaTek OAO, Sponsored GDR (Russia)	2,200			104,833
OAO Gazprom, ADR (Russia)	109,559			2,224,735
OAO Rosneft Oil Co., GDR (a) (Russia)*	76,178			426,597
OGX Petroleo e Gas Participacoes, S.A. (Brazil)*	600			307,728
PetroChina Co., Ltd. (China)	332,000			366,880
Petroleo Brasileiro, S.A., ADR (Brazil)	67,842			2,263,209
Petroleo Brasileiro, S.A., Sponsored ADR (Brazil)	18,110			742,148
PT Tambang Batubara Bukit Asam Tbk (Indonesia)*	244,500			276,128
PTT Exploration & Production PCL (Thailand)	50,400			196,609
PTT Public Co., Ltd. (Thailand)	89,900			614,914
Reliance Industries, Ltd. (India)	13,265			558,406
Rosneft Oil, GDR (Russia)*	53,550			292,538
Sasol, Ltd. (South Africa)	12,741			445,740
Tenaris, S.A. (Luxembourg)	18,800	2		508,352
Tupras Turkiye Petrol Rafine (Turkey)	64,762			785,860
Total Energy				13,036,758
Financials - 26.6%
ABSA Group, Ltd. (South Africa)	25,672			366,329
Banco Bradesco, S.A. (Brazil)	85,291			1,259,748
Banco Santander Chile, ADR (Chile)	2,990			139,603
Bangkok Bank Pcl (Thailand)	66,200			216,644
Bank Hapoalim, Ltd. (Israel)*	41,988			111,286
Bank of China, Ltd., Class H (China)	3,306,000			1,565,533
BM&FBOVESPA, S.A. (Brazil)	23,300			139,122
Bumiputra-Commerce Holdings Berhad (Malaysia)	101,500			260,592
Commercial Bank of Qatar (Qatar)	70,950			230,588
Cathay Financial Holding Co., Ltd. (Taiwan)*	300,000			441,036
Cathay Financial Holding Co., Ltd., GDR (Taiwan)*	1,100			15,577
China Construction Bank Corp. (China)	1,998,000			1,539,544
China Life Insurance Co., Ltd. (China)	112,000			411,623
China Overseas Land & Investment, Ltd. (Hong Kong)	190,000			438,518
Chinatrust Financial Holding Co., Ltd., (Taiwan)*	1,584,777			952,005
Commercial International Bank (Egypt)	11,504			100,356
Credicorp, Ltd. (Peru)	10,595			616,629

The accompanying notes are an integral part of these financial statements.

12

Managers Emerging Markets Equity Fund

Schedule of Portfolio Investments (continued)

	Shares	Value
Financials - 26.6% (continued)
Daegu Bank, Ltd., The (South Korea)	16,780	$	153,161
EFG-Hermes (Egypt)	37,053		149,738
FirstRand, Ltd. (South Africa)	261,077		476,576
Franshion Properties China, Ltd. (Hong Kong)	862,000		293,154
Grupo Financiero Banorte, S.A.B. de C.V. (Mexico)	140,800		341,087
Guangzhou Investment Co., Inc. (Hong Kong)	796,000		175,548
Hana Financial Group, Inc. (South Korea)	4,840		103,110
HDFC Bank, Ltd. (India)	10,369		323,191
Housing Development Finance Corp., Ltd. (India)	19,642		958,801
ICICI Bank, Ltd. (India)	17,312		259,571
ICICI Bank, Ltd., Sponsored ADR (India)	2,300		67,850
Industrial and Commercial Bank of China, Ltd. - Class H (China)*	2,110,958		1,462,233
Infrastructure Development Finance Co., Ltd. (India)	209,348		590,528
Itau Unibanco Banco Multiplo, S.A., ADR (Brazil)	56,247		890,390
Kasikornbank PCL (Thailand)	173,200		366,535
KB Financial Group, Inc. (South Korea)*	5,180		172,695
OTP Bank NyRt. (Hungary)*	5,427		98,120
Ping An Insurance (Group) Co. of China, Ltd. (China)	151,383		1,016,090
PT Bank Mandiri (Indonesia)	588,500		182,256
PT Bank Rakyat Indonesia (Indonesia)	902,113		553,102
Robinsons Land Corp. (Philippines)	473,000		66,644
Samsung Fire & Marine Insurance Co., Ltd. (South Korea)	4,024		591,598
Sanlam, Ltd. (South Africa)	251,037		562,855
Savings Bank of the Russian Federation(Sberbank) (Russia)	267,782		334,995
Sberbank, GDR (Russia)	1,793		397,437
Shanghai Lujiazui Finance & Trade Zone Development Co., Ltd. (China)	89,500		153,090
Shinhan Financial Group Co., Ltd. (South Korea)*	9,670		243,787
Siam Commercial Bank PCL (Thailand)	189,100		404,492
Siam Commercial Bank Public Company, Ltd. (Thailand)	85,300		182,460
Sino-Ocean Land Holdings, Ltd. (China)	267,500		303,750
Standard Bank Group, Ltd. (South Africa)	13,800		158,759
Turkiye Garanti Bankasi A.S. (Turkey)*	158,654		422,075
Turkiye Halk Bankasi A.S. (Turkey)	67,173		263,098
Turkiye Is Banksai (Isbank) (Turkey)	87,469		254,502
Total Financials			21,778,011
Health Care - 1.4%
Richter Gedeon Rt (Hungary)	933		167,808
Teva Pharmaceutical Industries, Ltd., Sponsored ADR (Israel)	19,572		965,682
Total Health Care			1,133,490
Industrials - 7.5%
Aveng, Ltd. (South Africa)	31,646		143,657
Beijing Enterprises Holdings, Ltd. (Hong Kong)	94,000		467,874
Bharat Heavy Electricals, Ltd. (India)	9,396		431,276
China Communications Constuction Co., Ltd. (China)	45,000		52,172
China Railway Construction Corp. (China)	335,300		514,548
China Shipping Development Co., Ltd. (China)	368,000		470,638
Companhia de Concessoes Rodoviarias (Brazil)	16,308		257,582
Copa Holdings, S.A., Class A (Panama)	10,100		412,282
COSCO Pacific, Ltd. (Bermuda)	290,000		324,717
GS Engineering & Construction Corp. (South Korea)	2,021		116,583
Hyundai Development Co. (South Korea)	12,175		383,245
Hyundai Engineering & Construction Co. (South Korea)	5,160		215,062
IJM Corp. Berhad (Malaysia)	74,800		123,134
Jiangsu Expressway Co., Ltd. (China)	376,000		274,866
Larsen & Toubro, Ltd. (India)	19,483		636,345
Localiza Rent A Car, S.A. (Brazil)	34,558		213,397
Orascom Construction Industries (Egypt)	13,478		457,493
PLUS Expressways Berhad (Malaysia)	208,000		189,176
Raubex Group, Ltd. (South Africa)	60,273		212,874
Samsung Heavy Industries Co., Ltd. (South Korea)	5,490		124,001
Santos Brasil Participacoes, S.A. (Brazil)	17,363		97,470
SM Investments Corp. (Philippines)	1		6
Weg, S.A. (Brazil)	9,265		65,723
Total Industrials			6,184,121
Information Technology - 10.0%
Acer, Inc. (Taiwan)	104,000		180,021
Advanced Semiconductor Engineering, Inc. (Taiwan)	893,893		516,987

The accompanying notes are an integral part of these financial statements.

13

Managers Emerging Markets Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 10.0% (continued)
Cia Brasileira de Meios de Pagamentos (Brazil)*	13,229		$	113,758
Hon Hai Precision Industry Co., Ltd. (Taiwan)	412,611			1,265,364
Hon Hai Precision Industry Co., Ltd., ADR (Taiwan)	4,255			25,721
Infosys Technologies (India)	9,836			363,735
LG Display Co., Ltd. (South Korea)	20,910			521,402
MediaTek, Inc. (Taiwan)	57,331			680,659
NHN Corp. (South Korea)*	739			101,867
Redecard, S.A. (Brazil)	27,100			414,902
Samsung Electronics Co., Ltd. (South Korea)	3,104			1,435,179
Samsung Electronics Co., Ltd., GDR, (a) (South Korea)*	1,120			260,230
Siliconware Precision Industries Co. (Taiwan)	23,912			148,254
Siliconware Precision Industries Co. (Taiwan)	5,871			6,793
Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)	603,993			991,274
Taiwan Semiconductor Manufacturing Co., Ltd., Sponsored ADR (Taiwan)	68,527			644,839
Tata Consultancy Services, Ltd. (India)	68,796			558,834
Total Information Technology				8,229,819
Materials - 11.6%
Anglo American PLC (United Kingdom)	19,483			569,665
AngloGold Ashanti, Ltd. (South Africa)	2,138			78,354
Anhui Conch Cement Co., Ltd. (China)	82,936			515,856
CEMEX, S.A.B. de C.V. (Mexico)*	420			3,923
China National Building Materials Co., Ltd. (China)	160,000			307,624
China Shanshui Cement Group, Ltd. (China)	250,000			172,735
China Steel Corp. (Taiwan)	220,000			188,431
Companhia Siderurgica Nacional, S.A., Sponsored ADR (Brazil)	7,613			170,151
Formosa Chemicals & Fibre Corp. (Taiwan)*	679			1,019
GMK Norilsk Nickel, Sponsored ADR (Russia)*	18,826	2		171,317
Gold Fields, Ltd. (South Africa)	39,886			481,770
Hidili Industry International Development, Ltd. (China)*	201,000			156,425
Impala Platinum Holdings, Ltd. (South Africa)	13,057			288,918
Indocement Tunggal Prakarsa Tbk PT (Indonesia)*	236,000			178,488
Israel Chemicals, Ltd. (Israel)	7,642			74,990
KG Chemical Co., Ltd. (South Korea)	2,379			259,266
Makhteshim-Agan Industries, Ltd. (Israel)	26,100			128,576
MMC Norilsk Nickel, ADR (Russia)*	15,350			141,488
Novolipetsk Steel, GDR (Russia)	3,158			65,024
POSCO (South Korea)	2,909			967,041
Raspadskaya (Russia)	116,495			260,353
Sappi, Ltd. (South Africa)	127,758			376,622
Sociedad Quimica y Minera de Chile SA, ADR (Chile)	5,430			196,512
Taiwan Cement Corp. (Taiwan)	210,000			200,009
Taiwan Fertilizer Co., Ltd. (Taiwan)	143,000			422,692
Uralkaliy OAO (Russia)	25,738			414,871
Usinas Siderurgicas de Minas Gerais, S.A. ADR (Brazil)	9,300			199,099
Usinas Siderurgicas de Minas Gerais, S.A. (Brazil)	28,200			592,927
Vale, S.A., 5.500%, Preferred ADR (Brazil)	57,299			879,540
Vale, S.A., Sponsored ADR (Brazil)	58,667			1,034,299
Total Materials				9,497,985
Telecommunication Services - 11.8%
Advanced Information Services PCL (Thailand)	104,400			276,458
America Movil, S.A.B. de C.V. (Mexico)	26,466			1,024,763
Bezeq Israeli Telecommunication Corp., Ltd. (Israel)	232,356			428,898
Bharti Tele-Ventures, Ltd. (India)*	43,000			718,804
China Communications Services Corp., Ltd. (China)	456,000			280,390
China Mobile, Ltd. (Hong Kong)	183,000			1,832,269
Chunghwa Telecom Co., Ltd., ADR (Taiwan)	7,811			154,892
Comstar - United Telesystems, GDR (Russia)	58,468			252,642
Indosat Tbk PT (Indonesia)	22,000			10,684
LG Telecom, Ltd. (South Korea)	17,860			112,175
Mobile Telesystems, Sponsored ADR (Russia)	20,416			753,963
MTN Group, Ltd. (South Africa)	39,032			599,470
Orascom Telecom Holding SAE (Egypt)*	26,321			139,962
Philippine Long Distance Telephone Co., ADR (Philippines)	5,507			273,808
Philippine Long Distance Telephone Co. (Philippines)	8,420			417,512
SK Telecom (South Korea)	5,375			732,690
Tele Norte Leste Participacoes, S.A. (Brazil)	14,619			217,385
Telecom Egypt Co. (Egypt)	76,976			221,662
Telekomunikasi Indonesia Tbk PT (Indonesia)	1,164,067			861,757
Turk Telekomunikasyon A.S. (Turkey)*	78,376			244,098
Turkcell Iletisim Hizmetleri A.S. (Turkey)	14,575			80,581
Total Telecommunication Services				9,634,863

The accompanying notes are an integral part of these financial statements.

14

Managers Emerging Markets Equity Fund

Schedule of Portfolio Investments (continued)

	Shares	Value
Utilities - 2.5%
Ceske Energeticke Zavody (Czech Republic)*	7,329	$	327,580
China Resources Power Holdings Co. (Hong Kong)	158,000		349,460
Companhia Energetica de Minas Gerais (Brazil)	10,214		137,087
Enersis SA, ADR (Chile)	19,841		366,463
PT Perusahaan Gas Negara (Persero) Tbk (Indonesia)*	1,131,000		346,700
Reliance Infrastructure, Ltd. (India)	10,082		250,684
Tata Power Co., Ltd. (India)	7,220		172,730
Tenaga Nasional Berhad (Malaysia)*	48,600		105,526
Total Utilities			2,056,230
Total Common Stocks (cost $82,144,473)			79,975,244
Preferred Stocks - 1.6%
Bradespar, S.A., Preferred (Brazil)	13,150		171,262
Companhia de Bebidas das Americas, Preferred (Brazil)	2,862		184,851
Eletropaulo Metropolitana Sao Paulo, S.A., Preferred (Brazil)	11,271		197,811
Itau Unibanco Banco Multiplo, S.A., Preferred (Brazil)	28,451		448,508
Ultrapar Participacoes, S.A., Preferred (Brazil)	8,807		277,536
Total Preferred Stocks (cost $957,287)			1,279,968
Rights - 0.1%
China Resources Power Holdings Co., Ltd., Rights (Hong Kong)	15,800		6,728
Total Rights (cost $0)			6,728
Short-Term Investments - 2.8%1
BNY Institutional Cash Reserves Fund, Series A, 0.06%3	1,023,015		1,023,015
BNY Institutional Cash Reserves Fund, Series B*3,8	110,742		16,334
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.44%9	1,300,481		1,300,481
Total Short-Term Investments (cost $2,434,238)			2,339,830
Total Investments - 102.0% (cost $85,535,998)			83,601,770
Other Assets, less Liabilities - (2.0)%			(1,598,745	)
Net Assets - 100.0%		$	82,003,025

The accompanying notes are an integral part of these financial statements.

15

Managers Global Bond Fund

Fund Snapshots

June 30, 2009 (unaudited)

Portfolio Breakdown

Industry	Managers Global Bond Fund**		Barclays Capital Global Aggregate Index
Corporate	59.4	%	16.2	%
Foreign Government	31.6	%	50.7	%
U.S. Government	0.9	%	27.9	%
Asset-Backed Securities	0.7	%	0.3	%
Preferred Stocks	0.2	%	0.0	%
Mortgage Backed Securities	0.0	%	4.9	%
Other Assets and Liabilities	7.2	%	0.0	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net Assets
Bundesrepublik Deutschland, 3.750%, 01/04/17*	5.1	%
Belgium Kingdom, 5.500%, 09/28/17*	5.0
Japan Finance Corporation for Municipal Enterprises, 1.550%, 02/21/12*	2.6
Bundesrepublik Deutschland, 4.000%, 04/13/12	2.1
Norway Government Bond, 6.500%, 05/15/13	1.8
Citigroup, Inc., 5.000%, 09/15/14	1.7
Development Bank of Japan, 1.750%, 06/21/10*	1.6
KfW Bankengruppe, 2.600%, 06/20/37	1.6
SK Telecom Co., Ltd., 6.625%, 07/20/27	1.5
HSBC Finance Corp., 1.790%, 09/18/15*	1.5
Top Ten as a Group	24.5	%

* Top Ten Holding at December 31, 2008

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

16

Managers Global Bond Fund

Schedule of Portfolio Investments

June 30, 2009 (unaudited)

Security Description		Principal Amount		Value
Corporate Bonds - 59.4%
Finance - 19.8%
Abbey National Treasury Services, Series EMTN, 5.500%, 06/18/14	GBP	100,000		$	166,022
Bank of America Corp., 4.750%, 05/06/19 6	EUR	325,000			312,349
Barclays Bank PLC, 6.750%, 05/22/19	USD	200,000			198,354
BSkyB Finance PLC, 5.750%, 10/20/17	GBP	5,000			8,185
Canara Bank, 6.365%, 11/28/21 6	USD	400,000			351,662
Citigroup, Inc., 5.000%, 09/15/14	USD	880,000			737,720
Credit Suisse USA, Inc., 4.875%, 01/15/15	USD	185,000			185,782
Depfa ACS Bank, 1.650%, 12/20/16	JPY	70,000,000			479,624
ERAC USA Finance Co.,
6.375%, 10/15/17 (a)	USD	220,000			198,640
6.700%, 06/01/34 (a)	USD	240,000			180,063
7.000%, 10/15/37 (a)	USD	60,000			47,717
General Electric Capital Corp., 5.250%, 04/15/13 (b)	USD	460,000	2		453,204
Goldman Sachs Group, Inc.,
1.609%, 05/23/16, (08/24/09) 5	EUR	350,000			405,460
6.875%, 01/18/38	GBP	200,000			260,040
Host Hotels & Resorts, L.P.,
6.375%, 03/15/15	USD	35,000			30,275
6.875%, 11/01/14	USD	150,000			135,000
HSBC Finance Corp., 1.790%, 09/18/15	JPY	100,000,000			661,348
ICICI Bank, Ltd., 6.375%, 04/30/22 (a) 6	USD	280,000			218,360
ISA Capital do Brasil SA, 7.875%, 01/30/12 (a)	USD	100,000			103,000
KfW Bankengruppe,
2.050%, 02/16/26	JPY	35,000,000			345,280
2.600%, 06/20/37	JPY	68,000,000			675,254
KfW International Finance, Inc., 1.750%, 03/23/10	JPY	17,000,000			178,069
Morgan Stanley,
4.750%, 04/01/14	USD	275,000			259,762
Series EMTN, 5.375%, 11/14/13	GBP	120,000			187,675
Muenchener Hypothekenbank eG, 5.000%, 01/16/12 (a)	EUR	325,000			485,238
Oesterreichische Kontrollbank AG, 1.800%, 03/22/10	JPY	34,000,000			354,500
ProLogis, 6.625%, 05/15/18	USD	60,000			47,244
Qwest Capital Funding, Inc., 6.875%, 07/15/28	USD	15,000			10,200
SLM Corp., 5.000%, 10/01/13	USD	295,000			238,612
Wells Fargo & Co., 4.625%, 11/02/35	GBP	350,000			452,300
White Mountains Insurance Group, Ltd., 6.375%, 03/20/17 (a)	USD	285,000			216,748
Total Finance					8,583,687
Industrial - 35.1%
Ahold Finance USA, Inc., Series EMTN, 6.500%, 03/14/17	GBP	195,000			317,605
Albertson’s, Inc.,
7.450%, 08/01/29	USD	295,000			241,900
7.750%, 06/15/26	USD	5,000			4,262

The accompanying notes are an integral part of these financial statements.

17

Managers Global Bond Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount	Value
Industrial - 35.1% (continued)
Anheuser-Busch InBev NV/SA, Series EMTN, 6.500%, 06/23/17	GBP	75,000	$	121,995
ArcelorMittal, 9.850%, 06/01/19	USD	75,000		80,941
Axtel S.A.B. de C.V., 7.625%, 02/01/17 (a)	USD	210,000		168,000
Bell Aliant Regional Communications, 5.410%, 09/26/16	CAD	320,000		264,897
Bell Canada,
5.000%, 02/15/17 (a)	CAD	55,000		46,547
6.100%, 03/16/35 (a)	CAD	45,000		34,647
6.550%, 05/01/29 (a)	CAD	10,000		8,116
7.300%, 02/23/32 (a)	CAD	130,000		114,519
Bertelsmann AG, 3.625%, 10/06/15	EUR	380,000		442,163
Bristol-Myers Squibb Co., 4.625%, 11/15/21	EUR	150,000		202,729
British Sky Broadcasting Group PLC, 6.100%, 02/15/18 (a)	USD	460,000		459,325
Canadian Pacific Railway Co.,
5.750%, 03/15/33	USD	30,000		24,183
5.950%, 05/15/37	USD	55,000		45,018
Cargill, Inc. 6.625%, 09/15/37 (a)	USD	200,000		188,233
Chesapeake Energy Corp.,
6.250%, 01/15/17	EUR	100,000		123,452
6.500%, 08/15/17	USD	115,000		96,600
6.875%, 11/15/20	USD	170,000		136,850
Chevron Phillips Chemical Co. LLC, 7.000%, 06/15/14, (a)	USD	250,000		255,607
Citizens Communications Co.,
6.625%, 03/15/15	USD	115,000		101,200
7.125%, 03/15/19	USD	130,000		110,825
9.000%, 08/15/31	USD	65,000		53,625
CSX Corp.,
5.600%, 05/01/17	USD	60,000		58,432
6.000%, 10/01/36	USD	386,000		349,652
6.250%, 03/15/18	USD	40,000		40,342
Delta Air Lines, Inc.,
6.821%, 08/10/22	USD	335,797		278,711
8.021%, 08/10/22	USD	110,251		71,663
Desarrolladora Homex, S.A. de C.V., 7.500%, 09/28/15	USD	380,000		326,800
DP World, Ltd., 6.850%, 07/02/37 (a)	USD	900,000		598,500
Edcon Proprietary Ltd., 4.527%, 06/15/14 (09/15/09) (a)5	EUR	310,000		252,234
Embarq Corp., 7.995%, 06/01/36	USD	110,000		96,731
Energy Transfer Partners, L.P.,
6.625%, 10/15/36	USD	425,000		415,255
6.700%, 07/01/18	USD	90,000		92,007
Finmeccanica SpA, 4.875, 03/24/25	EUR	300,000		342,473
Hanaro Telecom, Inc., 7.000%, 02/01/12 (a)	USD	50,000		50,125

The accompanying notes are an integral part of these financial statements.

18

Managers Global Bond Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount		Value
Industrial - 35.1% (continued)
HCA, Inc.,
6.375%, 01/15/15	USD	$	70,000	$	56,875
6.625%, 02/15/16	USD		160,000		129,200
7.580%, 09/15/25	USD		20,000		12,315
7.690%, 06/15/25	USD		25,000		15,353
Hilcorp Energy I LP/Hilcorp Finance Co., 7.750%, 11/01/15 (a)	USD		170,000		143,650
Hologic, Inc., 2.000%, 12/15/37 (b)	USD		70,000		49,700
Home Depot, Inc., The, 5.875%, 12/16/36	USD		250,000		220,566
Host Hotels & Resorts, L.P., 6.750%, 06/01/16	USD		140,000		121,450
Imperial Tobacco Finance PLC, 4.375%, 11/22/13	EUR		250,000		337,825
International Paper Co., 7.950%, 06/15/18	USD		215,000		207,419
Kinder Morgan Energy Partners L.P., 5.800%, 03/15/35	USD		240,000		202,603
KLA Instruments Corp., 6.900%, 05/01/18	USD		345,000		310,181
Koninklijke KPN, N.V., 4.750%, 01/17/17	EUR		250,000		348,347
Lafarge S.A.,
4.750%, 03/23/20	EUR		215,000		243,614
5.375%, 06/26/17	EUR		150,000		184,180
Lucent Technologies, Inc., 6.450%, 03/15/29	USD		595,000		337,662
Motorola, Inc.,
6.500%, 09/01/25	USD		215,000		150,500
6.625%, 11/15/37	USD		240,000		163,200
Nabors Industries, Inc., 6.150%, 02/15/18	USD		250,000		239,990
Nextel Communications, Inc., 7.375%, 08/01/15	USD		100,000		79,750
Noble Group, Ltd., 8.500%, 05/30/13 (a)	USD		100,000		95,000
Owens & Minor, Inc., 6.350%, 04/15/16 7	USD		215,000		188,128
Owens-Brockway Glass Container, Inc., 6.750%, 12/01/14	EUR		50,000		63,129
Pemex Project Funding Master Trust, 6.625%, 04/04/10	EUR		390,000		560,082
Qtel International Finance, Ltd., 7.875%, 06/10/19 (a)	USD		200,000		203,475
Qwest Capital Funding, Inc.,
6.500%, 11/15/18	USD		40,000		30,800
7.750%, 02/15/31	USD		65,000		46,150
Qwest Corp.,
6.500%, 06/01/17	USD		46,000		40,480
6.875%, 09/15/33	USD		75,000		54,750
7.250%, 09/15/25	USD		83,000		63,495
7.250%, 10/15/35	USD		158,000		114,550
Reynolds American, Inc., 6.750%, 06/15/17	USD		355,000		331,465
Sappi Papier Holding AG, 7.500%, 06/15/32 (a)	USD		89,000		37,380
SK Telecom Co., Ltd., 6.625%, 07/20/27 (a)	USD		725,000		669,984
Sprint Nextel Corp., 6.000%, 12/01/16	USD		200,000		163,500
Telecom Italia Capital S.p.A.,
4.950%, 09/30/14	USD		290,000		277,623
6.375%, 11/15/33	USD		125,000		111,094

The accompanying notes are an integral part of these financial statements.

19

Managers Global Bond Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount		Value
Industrials - 35.1% (continued)
Telefonica Emisiones S.A.U., 4.375%, 02/02/16	EUR	55,000		$	75,758
Time Warner Cable, Inc. 6.550%, 05/01/37	USD	90,000			86,297
Time Warner, Inc.,
6.625%, 05/15/29	USD	310,000			280,317
6.950%, 01/15/28	USD	85,000			79,850
UnitedHealth Group, Inc., 5.800%, 03/15/36	USD	440,000			355,897
Vale Overseas Ltd., 6.875%, 11/01/36	USD	278,000			263,962
Vivendi, 3.875%, 02/15/12	EUR	90,000			127,416
Wendel Investissement,
4.375%, 08/09/17	EUR	200,000			189,386
4.875%, 05/26/16	EUR	200,000			192,192
Wolters Kluwer NV, 6.375%, 04/10/18	EUR	150,000			217,032
WPP Finance S.A., 5.250%, 01/30/15	EUR	100,000			127,945
Total Industrials					15,217,681
Utilities - 4.5%
Abu Dhabi National Energy Co., 7.250%, 08/01/18 (a)	USD	500,000			499,272
Edison Mission Energy, 7.625%, 05/15/27	USD	155,000			99,200
Majapahit Holding BV, 7.250%, 06/28/17 (a)	USD	200,000			170,000
NiSource Finance Corp., 6.400%, 03/15/18	USD	365,000			334,885
Transport De Gas Del Sur, 7.875%, 05/14/17 (a)	USD	540,000	2		394,200
Veolia Environnement,
4.000%, 02/12/16	EUR	75,000			100,204
5.125%, 05/24/22	EUR	200,000			243,531
6.000%, 06/01/18	USD	80,000			81,541
Total Utilities					1,922,833
Total Corporate Bonds (cost $28,283,242)					25,724,201
Foreign Government Obligations - 31.6%
Asian Development Bank, 2.350%, 06/21/27	JPY	20,000,000			203,603
Banco Nacional de Desenvolvimento Economico e Social, 6.500%, 06/10/19 (a)	USD	200,000			200,400
Belgium Kingdom, 5.500%, 09/28/17	EUR	1,365,000			2,149,957
Bundesrepublik Deutschland,
3.750%, 01/04/17	EUR	1,529,000			2,230,470
4.000%, 04/13/12	EUR	605,000			900,086
Canadian Government,
4.250%, 09/01/09	CAD	315,000			272,539
4.500%, 06/01/15	CAD	555,000	2		523,436
Development Bank of Japan,
1.400%, 06/20/12	JPY	39,000,000			411,937
1.750%, 06/21/10	JPY	65,000,000			681,892
European Investment Bank,
1.250%, 09/20/12	JPY	16,000,000			167,448
11.505%, 04/24/13 (a)4	IDR	4,605,000,000			294,368
Export-Import Bank of Korea, 8.125%, 01/21/14		175,000			191,560

The accompanying notes are an integral part of these financial statements.

20

Managers Global Bond Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount		Value
Indonesia Government International Bond, 7.750%, 01/17/38 (a)	USD	$	460,000	$	418,600
Japan Finance Corporation for Municipal Enterprises, 1.550%, 02/21/12	JPY		106,000,000		1,126,916
Japan Government Ten Year Bond, 1.400%, 06/20/11	JPY		8,000,000		84,843
Mexican Fixed Rate Bonds, 8.000%, 12/07/23	MXN		3,900,000		284,602
New South Wales Treasury Corp., Series 10RG, 7.000%, 12/01/10	AUD		410,000		344,715
Norway Government Bond,
4.250%, 05/19/17	NOK		970,000		154,412
5.000%, 05/15/15	NOK		1,600,000		266,700
6.000%, 05/16/11	NOK		1,715,000		286,366
6.500%, 05/15/13	NOK		4,410,000		771,102
Republica Oriental del Uruguay, 4.250%, 04/05/27	UYU		10,730,000		444,342
South Africa, Republic of, 4.500%, 04/05/16	EUR		385,000		482,580
U.K. Gilts,
4.250%, 06/07/32	GBP		110,000		178,510
4.750%, 03/04/20	GBP		355,000		638,741
Total Foreign Government Obligations (cost $13,157,982)					13,710,125
U.S. Government - 0.9%
USTN, 1.230%, 01/15/12 (cost $403,562)	USD		405,000		402,406
Asset-Backed Securities - 0.7%
COMET, Series 2004-B7, Class B7, 1.905%, 08/17/17 (07/17/09)5	EUR		100,000		87,492
Merrill Lynch/Countrywide Mortgage Trust, 5.439%, 02/12/396	USD		235,000		223,641
Total Asset-Backed Securities (cost $318,329)					311,133
		Shares
Preferred Stocks - 0.2%
FHLMC, Series Z, 8.375%*			21,825		26,627
FNMA, Series S, 8.250%*			37,350		50,049
Total Preferred Stocks (cost $1,510,918)					76,676
Short-Term Investments - 2.9%1
BNY Institutional Cash Reserves Fund, Series A, 0.06%3			675,010		675,010
BNY Institutional Cash Reserves Fund, Series B*3,8			38,044		5,612
Dreyfus Cash Management Fund, Institutional Class Shares, 0.44%9			565,040		565,040
Total Short-Term Investments (cost $1,278,094)					1,245,662
Total Investments 95.7% (cost $44,952,127)					41,470,203
Other Assets, less Liabilities - 4.3%					1,844,408
Net Assets - 100.0%				$	43,314,611

The accompanying notes are an integral part of these financial statements.

21

Notes to Schedules of Portfolio Investments (unaudited)

The following footnotes and abbreviations should be read in conjunction with each of the Schedules of Portfolio Investments previously presented in this report.

At June 30, 2009, the cost of securities for Federal income tax purposes and the gross aggregate unrealized appreciation and/or depreciation based on tax cost were:

Fund	Cost		Appreciation		Depreciation		Net
Managers AMG Essex Large Cap Growth	$	13,365,287	$	1,885,488	($915,970	)	$	969,518
International Equity		130,753,776		13,776,752	(24,998,710	)		(11,221,958	)
Emerging Markets Equity		87,747,504		8,685,791	(12,831,525	)		(4,145,734	)
Global Bond		44,952,127		1,280,622	(4,762,546	)		(3,481,924	)

* Non-income producing security.

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2009, the value of these securities amounted to the following:

Fund	Market Value		% of Net Assets
International Equity	$	531,380	0.5	%
Emerging Markets Equity		686,827	0.8	%
Global Bond		6,751,948	15.6	%

(b) Step Bond. A debt instrument with either deferred interest payments or an interest rate that resets at specific times during its term.

¹ Yield shown for each short term investment represents the June 30, 2009, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

² Some or all of these shares were out on loan to various brokers as of June 30, 2009, amounting to:

Fund	Market Value		% of Net Assets
Managers AMG Essex Large Cap Growth	$	249,869	1.9	%
International Equity		514,672	0.4	%
Emerging Markets Equity		1,110,440	1.4	%
Global Bond		691,772	1.6	%

³ Collateral received from brokers for securities lending was invested in these short-term investments.

⁴ Represents yield to maturity at June 30, 2009.

⁵ Floating Rate Security. The rate listed is as of June 30, 2009. Date in parentheses represents the security’s next coupon rate reset.

⁶ Variable Rate Security. The rate listed is as of June 30, 2009, and is periodically reset subject to terms and conditions set forth in the debenture.

⁷ Security is illiquid: A security not readily convertible into cash such as a stock, bond or commodity that is not actively traded, and would be difficult to sell in a current sale. The Fund may not invest more than 15% of its net assets in illiquid securities. All securities are valued on the basis of valuations provided by dealers or independent pricing services. Illiquid securities at June 30, 2009, for Global Bond Fund amounted to $188,128 or 0.4% of net assets.

⁸ On September 12, 2008, The Bank of New York Mellon (“BNYM”) established a separate sleeve of the BNY Institutional Cash Reserves Fund (“ICRF”) (Series B) to hold certain Lehman Brothers floating rate notes. The Fund’s position in Series B is being marked to market daily.

⁹ Each Fund’s investment in the Dreyfus Cash Management Fund is covered under the U.S. Treasury Temporary Money Market Fund Guarantee Program up to a maximum of:

Fund	Market Value
Managers AMG Essex Large Cap Growth	$	1,474,284
International Equity		6,597,699
Global Bond		819,695

Investments Definitions and Abbreviations:

ADR/GDR: ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank; a GDR (Global Depositary Receipt) is comparable, but foreign securities are held on deposit in a non-U.S. bank. The value of the ADR/GDR securities is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADR/GDRs are initiated by the underlying foreign company.

EMTN:	European Medium Term Note
FHLMC:	Federal Home Loan Mortgage Corp.
FNMA:	Federal National Mortgage Association
RSP:	Risparmio shares which are saving shares traded on the Italian Stock Exchange
USTN:	United States Treasury Note

Abbreviations have been used throughout the portfolios to indicate amounts shown in currencies other than the U.S. dollar (USD):

AUD:	Australian Dollar
CAD:	Canadian Dollar
EUR:	euro
GBP:	British Pound
IDR:	Indonesian Rupiah
JPY:	Japanese Yen
NOK:	Norwegian Krone
MXN:	Mexican Peso
UYU:	Uruguay Peso

22

Statements of Assets and Liabilities

June 30, 2009 (unaudited)

	Managers AMG Essex Large Cap Growth Fund			Managers International Equity Fund			Managers Emerging Markets Equity Fund			Managers Global Bond Fund
Assets:
Investments at value (including securities on loan valued at $249,869, $514,672, $1,110,440 and $691,772, respectively)*	$	14,334,805		$	119,531,818		$	83,601,770		$	41,470,203
Cash		21,718			14,296			10,169			167,743
Cash collateral for futures		—			60,179			—			—
Foreign currency**		—			410,016			654,527			777,312
Receivable for investments sold		16,675,402			1,128,203			462,824			430,269
Receivable for Fund shares sold		10,374			55,946			140,420			1,389,990
Unrealized appreciation of foreign currency contracts		—			146,881			—			—
Dividends, interest and other receivables		4,232			622,812			341,060			654,543
Prepaid expenses		12,989			17,181			22,949			14,843
Total assets		31,059,520			121,987,332			85,233,719			44,904,903
Liabilities:
Payable for Fund shares repurchased		16,649,095			5,195,264			1,273,968			171,856
Payable upon return of securities loaned		562,403			503,362			1,133,757			713,054
Payable for investments purchased		301,559			492,049			637,150			608,821
Unrealized depreciation of foreign currency contracts		—			297,958			—			10,991
Payable for variation margin on futures		—			4,770			—			—
Other payables		—			4,477			—			5,364
Accrued expenses:
Investment advisory and management fees		13,732			70,041			68,935			19,427
Administrative fees		6,242			27,183			17,380			6,950
Other		50,723			127,831			99,504			53,829
Total liabilities		17,583,754			6,722,935			3,230,694			1,590,292
Net Assets	$	13,475,766		$	115,264,397		$	82,003,025		$	43,314,611
Shares outstanding		612,191			2,659,116			7,834,645			2,315,009
Net asset value, offering and redemption price per share	$	22.01		$	43.35		$	10.47		$	18.71
Net Assets Represent:
Paid-in capital	$	158,728,738		$	211,416,313		$	119,024,238		$	49,326,236
Undistributed net investment income (loss)		(76,488	)		1,700,928			370,865			1,489,943
Accumulated net realized loss from investments, futures and foreign currency transactions		(146,338,473	)		(96,454,339	)		(35,465,208	)		(4,024,754	)
Net unrealized appreciation (depreciation) of investments, futures and foreign currency contracts and translations		1,161,989			(1,398,505	)		(1,926,870	)		(3,476,814	)
Net Assets	$	13,475,766		$	115,264,397		$	82,003,025		$	43,314,611
*       Investments at cost	$	13,172,816		$	120,930,323		$	85,528,640		$	44,947,017
**     Foreign currency at cost		—		$	437,401		$	655,090		$	771,422

The accompanying notes are an integral part of these financial statements.

23

Statements of Operations

For the six months ended June 30, 2009 (unaudited)

	Managers AMG Essex Large Cap Growth Fund			Managers International Equity Fund			Managers Emerging Markets Equity Fund			Managers Global Bond Fund
Investment Income:
Dividend income	$	115,239		$	2,928,508		$	1,034,300		$	20,427
Interest income		—			—			—			1,503,884
Foreign withholding tax		(2,377	)		(334,018	)		(96,241	)		—
Securities lending fees		128			3,323			1,963			1,769
Total investment income		112,990			2,597,813			940,022			1,526,080
Expenses:
Investment management fees		111,582			532,174			378,228			147,024
Administrative fees		34,869			147,826			82,223			42,007
Transfer agent		46,380			194,655			98,001			37,140
Professional fees		15,975			34,761			31,950			22,520
Registration fees		9,743			13,950			13,178			9,481
Custodian		5,669			101,038			31,848			17,577
Reports to shareholders		3,246			15,933			18,253			1,524
Trustees fees and expenses		1,259			4,356			2,316			2,476
Miscellaneous		927			3,795			7,678			1,725
Total expenses before offsets		229,650			1,048,488			663,675			281,474
Fee waivers		—			—			—			(21,004	)
Expense reimbursement		(34,869	)		(172,947	)		(75,657	)		(29,084	)
Expense reductions		(5,303	)		(2,214	)		(178	)		(122	)
Net expenses		189,478			873,327			587,840			231,264
Net investment income (loss)		(76,488	)		1,724,486			352,182			1,294,816
Net Realized and Unrealized Gain (Loss):
Net realized loss on investment transactions		(1,775,733	)		(24,591,269	)		(22,585,834	)		(3,173,794	)
Net realized gain on futures contracts		—			125,533			—			—
Net realized gain (loss) on foreign currency contracts and transactions		—			(627,151	)		(59,074	)		55,758
Net unrealized appreciation of investments		5,269,011			34,949,098			40,307,709			5,680,664
Net unrealized depreciation of futures contracts		—			(3,439	)		—			—
Net unrealized appreciation (depreciation) of foreign currency contracts and translations		—			(107,789	)		7,559			13,661
Net realized and unrealized gain		3,493,278			9,744,983			17,670,360			2,576,289
Net increase in net assets resulting from operations	$	3,416,790		$	11,469,469		$	18,022,542		$	3,871,105

The accompanying notes are an integral part of these financial statements.

24

Statements of Changes in Net Assets

For the six months ended June 30, 2009 (unaudited) and for the year ended December 31, 2008

	Managers AMG Essex Large Cap Growth Fund						Managers International Equity Fund
	2009			2008			2009			2008
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)		($76,488	)		($217,145	)	$	1,724,486		$	2,768,049
Net realized gain (loss) on investments, futures and foreign currency transactions		(1,775,733	)		(11,285,555	)		(25,092,887	)		(41,702,975	)
Net unrealized appreciation (depreciation) of investments and foreign currency translations		5,269,011			(9,788,662	)		34,837,870			(99,695,283	)
Net increase (decrease) in net assets resulting from operations		3,416,790			(21,291,362	)		11,469,469			(138,630,209	)
Distributions to Shareholders:
From net investment income		—			—			—			(579,286	)
From net realized gain on investments		—			—			—			—
Total distributions to shareholders		—			—			—			(579,286	)
From Capital Share Transactions:
Proceeds from sale of shares		1,881,691			8,636,662			13,206,865			47,873,956
Reinvestment of dividends and distributions		—			—			—			525,450
Cost of shares repurchased		(20,782,185	)		(10,262,153	)		(37,396,353	)		(83,230,766	)
Net increase (decrease) from capital share transactions		(18,900,494	)		(1,625,491	)		(24,189,488	)		(34,831,360	)
Total increase (decrease) in net assets		(15,483,704	)		(22,916,853	)		(12,720,019	)		(174,040,855	)
Net Assets:
Beginning of period		28,959,470			51,876,323			127,984,416			302,025,271
End of period	$	13,475,766		$	28,959,470		$	115,264,397		$	127,984,416
End of period undistributed net investment income (loss)		($76,488	)		—		$	1,700,928			($23,558	)
Share Transactions:
Sale of shares		94,506			326,270			360,675			830,645
Reinvested shares		—			—			—			13,882
Shares repurchased		(971,456	)		(391,513	)		(967,451	)		(1,494,428	)
Net increase (decrease) in shares		(876,950	)		(65,243	)		(606,776	)		(649,901	)

The accompanying notes are an integral part of these financial statements.

25

Managers Emerging Markets Equity Fund						Managers Global Bond Fund
2009			2008			2009			2008
$	352,182		$	1,030,654		$	1,294,816		$	2,847,226
	(22,644,908	)		(3,403,946	)		(3,118,036	)		1,526,739
	40,315,268			(101,316,338	)		5,694,325			(12,423,376	)
	18,022,542			(103,689,630	)		3,871,105			(8,049,411	)
	—			(990,986	)		—			(5,511,710	)
	—			(19,178,599	)		—			(63,791	)
	—			(20,169,585	)		—			(5,575,501	)
	20,571,562			53,517,690			2,904,775			9,573,497
	—			19,578,962			—			5,410,372
	(16,946,350	)		(87,117,060	)		(11,195,816	)		(45,748,762	)
	3,625,212			(14,020,408	)		(8,291,041	)		(30,764,893	)
	21,647,754			(137,879,623	)		(4,419,936	)		(44,389,805	)
	60,355,271			198,234,894			47,734,547			92,124,352
$	82,003,025		$	60,355,271		$	43,314,611		$	47,734,547
$	370,865		$	18,683		$	1,489,943		$	201,732
	2,329,241			2,584,081			158,897			449,639
	—			2,523,148			—			322,430
	(1,958,212	)		(5,039,533	)		(663,640	)		(2,275,508	)
	371,029			67,696			(504,743	)		(1,503,439	)

The accompanying notes are an integral part of these financial statements.

26

Managers Money Market Fund

Statement of Assets and Liabilities

June 30, 2009 (unaudited)

Assets:
Investment in JPMorgan Liquid Assets Money Market Fund, Capital Shares (cost $78,968,222)	$	78,968,222
Receivable for Fund shares sold		3,263
Dividends receivable		36,058
Prepaid expenses		35,857
Total assets		79,043,400
Liabilities:
Payable for Fund shares repurchased		240,413
Dividends payable to shareholders		1,053
Administration fee payable		10,055
Other accrued expenses		32,884
Total liabilities		284,405
Net Assets	$	78,758,995
Shares outstanding		78,758,995
Net asset value, offering and redemption price per share	$	1.00
Net Assets Represent:
Paid-in capital	$	78,758,995

Managers Money Market Fund

Statement of Operations

	For the six months ended June 30, 2009 (unaudited)
Investment Income:
Dividend income	$	369,587
Expenses:
Administration fees		62,062
Transfer agent		43,490
Professional fees		15,993
Registration fees		17,135
Trustees fees and expenses		4,323
Accounting fees		2,976
Reports to shareholders		1,426
Miscellaneous expenses		17,768
Total expenses before offsets		165,173
Fee waivers		(20,687	)
Expense reductions		(246	)
Net expenses		144,240
Net Investment Income	$	225,347

The accompanying notes are an integral part of these financial statements.

27

Managers Money Market Fund

Statement of Changes in Net Assets

	For the six months ended June 30, 2009 (unaudited)			For the year ended December 31, 2008
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	225,347		$	2,304,236
Distributions to Shareholders:
From net investment income		(225,347	)		(2,304,236	)
From Capital Share Transactions (at a constant $1.00 per share):
Proceeds from sale of shares		56,743,157			165,086,227
Reinvestment of dividends		234,036			2,255,961
Cost of shares repurchased		(58,642,406	)		(178,135,907	)
Net decrease from capital share transactions		(1,665,213	)		(10,793,719	)
Total decrease in net assets		(1,665,213	)		(10,793,719	)
Net Assets:
Beginning of period		80,424,208			91,217,927
End of period	$	78,758,995		$	80,424,208

The accompanying notes are an integral part of these financial statements.

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2009 (unaudited)			For the year ended December 31, 2008			For one month ended December 31, 2007***			For the fiscal year ended November 30,
Managers Money Market Fund										2007			2006			2005**			2004*
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income from Investment Operations:
Net investment income		0.003			0.027			0.004			0.049			0.043			0.026			0.008
Less Distributions to Shareholders from:
Net investment income		(0.003	)		(0.027	)		(0.004	)		(0.049	)		(0.043	)		(0.026	)		(0.008	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return1		0.27	%3		2.73	%		0.37	%3		5.05	%		4.45	%		2.61	%		0.82	%
Ratio of net expenses to average net assets		0.35	%4		0.26	%		0.39	%4		0.29	%		0.40	%		0.40	%		0.36	%
Ratio of net investment income to average net assets1		0.54	%4		2.75	%		4.46	%4		4.92	%		4.42	%		2.62	%		0.86	%
Net assets at end of period (000’s omitted)	$	78,759		$	80,424		$	91,218		$	93,106		$	37,839		$	37,896		$	47,645
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		0.40	%4		0.31	%		0.44	%4		0.34	%		0.45	%		0.46	%		0.44	%
Ratio of net investment income to average net assets		0.49	%4		2.70	%		4.41	%4		4.87	%		4.37	%		2.56	%		0.78	%

* Prior to May 14, 2004 the Fund invested all of its assets in the Institutional Class Shares of the JPMorgan Prime Money Market Fund.

** Prior to February 19, 2005 the Fund invested all of its assets in the Institutional Class Shares of the JPMorgan Liquid Assets Money Market Fund.

*** Effective December 1, 2007, Managers Money Market Fund changed its fiscal year end from November 30 to December 31.

¹ Total returns and net investment income would have been lower had certain expenses not been reduced. (See Note 1(c) of Notes to Financial Statements.)

² Excludes the impact of expense reimbursements and expense reductions such as brokerage credits, but includes non-reimbursable expenses, if any, such as interest and taxes. (See Note 1(c) of Notes to Financial Statements.)

³ Not Annualized.

⁴ Annualized.

28

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2009 (unaudited)			For the year ended December 31,
Managers AMG Essex Large Cap Growth Fund				2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	19.45		$	33.37		$	29.18		$	27.79		$	26.77		$	25.46
Income from Investment Operations:
Net investment loss		(0.12	)		(0.14	)3		(0.15	)3		(0.09	)3		(0.07	)3		(0.07	)
Net realized and unrealized gain (loss) on investments		2.68			(13.78	)3		4.34	3		1.48	3		1.09	3		1.38
Total from investment operations		2.56			(13.92	)		4.19			1.39			1.02			1.31
Net Asset Value, End of Period	$	22.01		$	19.45		$	33.37		$	29.18		$	27.79		$	26.77
Total Return1		13.37	%6		(41.71	)%		14.36	%		4.96	%		3.85	%		5.14	%
Ratio of net expenses to average net assets		1.36	%7		1.24	%		1.24	%		1.25	%		1.28	%		1.34	%
Ratio of net investment loss to average net assets1		(0.55	)%7		(0.52	)%		(0.47	)%		(0.33	)%		(0.27	)%		(0.26	)%
Portfolio turnover		46	%6		119	%		116	%		200	%		97	%		79	%
Net assets at end of period (000’s omitted)	$	13,476		$	28,959		$	51,876		$	65,999		$	104,878		$	98,347
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.65	%7		1.61	%		1.29	%		1.32	%		1.22	%		1.47	%
Ratio of net investment loss to average net assets		(0.84	)%7		(0.89	)%		(0.52	)%		(0.40	)%		(0.21	)%		(0.39	)%
	For the six months ended June 30, 2009 (unaudited)			For the year ended December 31,
Managers International Equity Fund				2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	39.19		$	77.13		$	67.42		$	53.76		$	47.05		$	41.13
Income from Investment Operations:
Net investment income		0.65			0.76	3		0.47			0.69			0.37			0.27
Net realized and unrealized gain (loss) on investments		3.51			(38.52	)3		9.60			14.15			6.83			5.96
Total from investment operations		4.16			(37.76	)		10.07			14.84			7.20			6.23
Less Distributions to Shareholders from:
Net investment income		—			(0.18	)		(0.36	)		(1.18	)		(0.49	)		(0.31	)
Total distributions to shareholders		—			(0.18	)		(0.36	)		(1.18	)		(0.49	)		(0.31	)
Net Asset Value, End of Period	$	43.35		$	39.19		$	77.13		$	67.42		$	53.76		$	47.05
Total Return1		10.61	%6		(48.92	)%		14.94	%4		27.63	%		15.30	%		15.17	%
Ratio of net expenses to average net assets		1.48	%7		1.48	%		1.48	%		1.45	%		1.45	%		1.62	%
Ratio of net investment income to average net assets1		2.92	%7		1.24	%		0.60	%		0.70	%		0.75	%		0.57	%
Portfolio turnover		73	%6		142	%		98	%		70	%		79	%		93	%
Net assets at end of period (000’s omitted)	$	115,264		$	127,984		$	302,025		$	230,916		$	206,393		$	234,061
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.77	%7		1.64	%		1.61	%		1.47	%		1.42	%		1.70	%
Ratio of net investment income to average net assets		2.63	%7		1.08	%		0.46	%		0.68	%		0.79	%		0.50	%

29

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2009 (unaudited)			For the year ended December 31,
Managers Emerging Markets Equity Fund				2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	8.09		$	26.80		$	24.44		$	20.10		$	16.50		$	13.26
Income from Investment Operations:
Net investment income		0.04			0.15	3		0.04	3		0.22			0.52			0.08
Net realized and unrealized gain (loss) on investments		2.34			(15.02	)3		7.20	3		6.66			4.84			3.74
Total from investment operations		2.38			(14.87	)		7.24			6.88			5.36			3.82
Less Distributions to Shareholders from:
Net investment income		—			(0.19	)		—			(0.22	)		(0.55	)		(0.06	)
Net realized gain on investments		—			(3.65	)		(4.88	)		(2.32	)		(1.21	)		(0.52	)
Total distributions to shareholders		—			(3.84	)		(4.88	)		(2.54	)		(1.76	)		(0.58	)
Net Asset Value, End of Period		10.47		$	8.09		$	26.80		$	24.44		$	20.10		$	16.50
Total Return1		29.58	%6		(54.87	)%4		29.50	%4		34.50	%		32.53	%		28.85	%
Ratio of net expenses to average net assets		1.77	%5,7		1.77	%5		1.78	%		1.76	%		1.75	%		1.85	%
Ratio of net investment income to average net assets1		1.09	%5,7		0.76	%5		0.13	%		0.89	%		0.59	%		0.67	%
Portfolio turnover		56	%6		49	%		62	%		41	%		35	%		58	%
Net assets at end of period (000’s omitted)	$	82,003		$	60,355		$	198,235		$	152,983		$	117,229		$	63,567
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		2.02	%7		2.03	%		1.93	%		1.76	%		1.72	%		1.87	%
Ratio of net investment income (loss) to average net assets		0.84	%7		0.50	%		(0.02	)%		0.89	%		0.62	%		0.66	%
	For the six months ended June 30, 2009 (unaudited)			For the year ended December 31,
Managers Global Bond Fund				2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	16.93		$	21.31		$	21.17		$	20.19		$	22.38		$	22.19
Income from Investment Operations:
Net investment income		0.57			0.76	3		0.70	3		0.45			0.63			0.65
Net realized and unrealized gain (loss) on investments		1.21			(2.93	)3		0.88	3		1.05			(1.75	)		1.49
Total from investment operations		1.78			(2.17	)		1.58			1.50			(1.12	)		2.14
Less Distributions to Shareholders from:
Net investment income		—			(2.18	)		(1.43	)		(0.49	)		(0.77	)		(1.34	)
Net realized gain on investments		—			(0.03	)		(0.01	)		(0.03	)		(0.30	)		(0.61	)
Total distributions to shareholders		—			(2.21	)		(1.44	)		(0.52	)		(1.07	)		(1.95	)
Net Asset Value, End of Period		18.71		$	16.93		$	21.31		$	21.17		$	20.19		$	22.38
Total Return1		10.45	%6		(10.07	)%4		7.52	%4		7.36	%		(4.94	)%		9.62	%
Ratio of net expenses to average net assets		1.10	%7		1.10	%		1.19	%		1.19	%		1.19	%		1.29	%
Ratio of net investment income to average net assets1		6.16	%7		3.62	%		3.25	%		2.86	%		2.38	%		2.73	%
Portfolio turnover		21	%6		56	%		152	%		56	%		64	%		130	%
Net assets at end of period (000’s omitted)	$	43,315		$	43,315		$	92,124		$	53,670		$	43,131		$	36,454
Ratios absent expense offsets:2
Ratio of total expenses to average net assets		1.34	%7		1.25	%		1.25	%		1.27	%		1.26	%		1.49	%
Ratio of net investment income to average net assets		5.92	%7		3.47	%		3.18	%		2.78	%		2.31	%		2.53	%

The following notes should be read in conjunction with the Financial Highlights of the Funds presented on the preceding pages.

¹ Total returns and net investment income would have been lower had certain expenses not been reduced. (See Note 1(c) to the Notes to Financial Statements.)

² Excludes the impact of expense (reimbursement)/recoupment and expense reductions such as brokerage credits, but includes non-reimbursable expenses, if any, such as interest and taxes. (See Note 1(c) to the Notes to Financial Statements.)

³ Per share numbers have been calculated using average shares.

⁴ The Total Return is based on the Financial Statement Net Asset Values as shown above.

⁵ Excludes interest expense for the six months ended June 30, 2009 and the year ended December 31, 2008, of 0.02% and 0.03%, respectively, for Emerging Markets Equity. (See Note 1(c) of Notes to Financial Statements.)

⁶ Not Annualized.

⁷ Annualized.

30

Notes to Financial Statements

June 30, 2009 (unaudited)

1. Summary of Significant Accounting Policies

The Managers Funds (the “Trust”) is an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust is comprised of a number of different funds. Included in this report are the Managers AMG Essex Large Cap Growth Fund (“Essex Large Cap Growth”), Managers International Equity Fund (“International Equity”), Managers Emerging Markets Equity Fund (“Emerging Markets Equity”), Managers Money Market Fund (“Money Market”) and Managers Global Bond Fund (“Global Bond”), collectively the “Funds.”

Money Market invests all of its investable assets in the Capital Shares of the JPMorgan Liquid Assets Money Market Fund (the “Portfolio”), a separate registered open-end management investment company with substantially the same investment objective and policies as the Fund. The Portfolio is a series of the JPMorgan Trust II, a business trust organized under the laws of The Commonwealth of Massachusetts. The investment manager of the Portfolio is JPMorgan Investment Advisors Inc. (“JPMIA”). The performance of the Fund is directly affected by the performance of the Portfolio.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Funds’ investments are generally valued based on market quotations provided by third party pricing services approved by the Board of Trustees of the Funds. Under certain circumstances, the value of a specific investment may be based on an evaluation of its fair value, pursuant to procedures established by and under the general supervision of the Board of Trustees of the Trust. A Fund may use the fair value of a portfolio security to calculate its NAV when, for example, (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time as of which the Fund calculates its NAV, (4) a security’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (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 the 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 portfolio investments. The Funds 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 Fund’s fair value procedures.

Fixed-income securities are valued based on valuations furnished by independent pricing services that utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Futures contracts for which market quotations are readily available are valued at the settlement price as of the close of the futures exchange. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share except ishares or other ETF’s, which are valued the same as equity securities. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between securities and yield to maturity in determining value. Securities (including derivatives) for which market quotations are not readily available are valued at fair value, as determined in good faith, and pursuant to procedures adopted by the Board of Trustees of the Trust. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

Money Market’s investment in the Portfolio is valued daily at its end of day net asset value per share. The Portfolio’s underlying investments are valued at amortized cost which approximates market value. The amortized cost method of valuation values a security at its cost at the time of purchase and thereafter assumes a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instruments.

The Funds adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the

31

Notes to Financial Statements (continued)

Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

In April 2009, Statement of Financial Accounting Standards Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions that are not Orderly” (“FSP FAS 157-4”) was issued and is effective for interim and annual reporting periods ending after June 15, 2009. FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with FAS 157 when the volume and level of activity for the asset or liability have significantly decreased. Additionally, FSP FAS 157-4 requires quantitative disclosures about fair value measurements separately for each major category of assets and liabilities.

The three-tier hierarchy of inputs is summarized below:

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk)

Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2009:

	Level 1		Level 2		Level 3	Total
Essex Large Cap Growth
Investments in Securities
Common Stocks
Information Technology	$	4,108,457		—	—	$	4,108,457
Health Care		2,576,434		—	—		2,576,434
Consumer Discretionary		1,371,025		—	—		1,371,025
Financials		1,308,347		—	—		1,308,347
Energy		1,236,255		—	—		1,236,255
Industrials		1,077,878		—	—		1,077,878
Materials		899,607		—	—		899,607
Consumer Staples		671,560		—	—		671,560
Telecommunication Services		271,404		—	—		271,404
Utilities		—		—	—		—
Short-Term Investments		796,227	$	17,611	—		813,838
Total Investments in Securities		14,317,194		17,611	—		14,334,805
Other Financial Instruments*		—		—	—		—
Totals	$	14,317,194	$	17,611	—	$	14,334,805

32

Notes to Financial Statements (continued)

	Level 1			Level 2			Level 3	Total
International Equity
Investments in Securities
Common Stocks
Energy	$	3,921,114		$	7,312,406		—	$	11,233,520
Materials		3,756,412			5,043,571		—		8,799,983
Information Technology		2,536,127			6,086,162		—		8,622,289
Financials		1,029,614			31,726,982		—		32,756,596
Health Care		843,714			8,164,806		—		9,008,520
Consumer Discretionary		293,325			5,415,792		—		5,709,117
Industrials		—			11,152,302		—		11,152,302
Consumer Staples		—			8,696,834		—		8,696,834
Telecommunication Services		—			6,963,043		—		6,963,043
Utilities		—			5,581,063		—		5,581,063
Other Equities		765,912			28,576		—		794,488
Preferred Stock		323,366			—		—		323,366
Short-Term Investments		9,875,304			15,393		—		9,890,697
Total Investments in Securities		23,344,888			96,186,930		—		119,531,818
Other Financial Instruments*		(4,388	)		(151,077	)	—		(155,465	)
Totals	$	23,340,500		$	96,035,853		—	$	119,376,353
	Level 1			Level 2			Level 3	Total
Emerging Markets Equity
Investments in Securities
Common Stocks
Energy	$	5,347,386		$	7,689,372		—	$	13,036,758
Materials		4,214,809			5,283,176		—		9,497,985
Financials		4,008,208			17,769,803		—		21,778,011
Telecommunication Services		2,424,811			7,210,052		—		9,634,863
Consumer Discretionary		2,227,106			3,779,536		—		6,006,642
Information Technology		1,607,704			6,622,115		—		8,229,819
Industrials		1,046,454			5,137,667		—		6,184,121
Health Care		965,682			167,808		—		1,133,490
Utilities		503,550			1,552,680		—		2,056,230
Consumer Staples		259,433			2,157,892		—		2,417,325
Preferred Stocks		1,279,968			—		—		1,279,968
Rights		6,728			—		—		6,728
Short-Term Investments		2,323,496			16,334		—		2,339,830
Total Investments in Securities		26,215,335			57,386,435		—		83,601,770
Other Financial Instruments*		—			—		—		—
Totals	$	26,215,335		$	57,386,435		—	$	83,601,770

33

Notes to Financial Statements (continued)

	Level 1		Level 2			Level 3	Total
Global Bond
Corporate Bonds
Finance		—	$	8,583,687		—	$	8,583,687
Industrial		—		15,217,681		—		15,217,681
Utility		—		1,922,833		—		1,922,833
Foreign Government Obligations		—		13,710,125		—		13,710,125
Asset-Backed Securities		—		311,133		—		311,133
U.S. Government and Agency Obligations
U.S. Government		—		402,406		—		402,406
Preferred Stocks	$	76,676		—		—		76,676
Short-Term Investments		1,240,050		5,612		—		1,245,662
Total Investments		1,316,726		40,153,477		—		41,470,203
Other Financial Instruments*		—		(10,991	)	—		(10,991	)
Totals	$	1,316,726	$	40,142,486		—	$	41,459,212

	Level 1		Level 2	Level 3	Total
Money Market
Investments in Securities
Short-Term Investments	$	78,968,222	—	—	$	78,968,222
Total Investments in Securities		78,968,222	—	—		78,968,222
Other Financial Instruments*		—	—	—		—
Totals	$	78,968,222	—	—	$	78,968,222

* Other financial instruments are derivative instruments not reflected in the Schedule of Portfolio Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation of the instrument.

In March 2008, Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) was issued and is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why a fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect a fund’s results of operations and financial position. The fair values of derivative instruments as of June 30, 2009 for International Equity and Global Bond were as follows:

		Asset Derivatives			Liability Derivatives
Fund	Derivatives not accounted for as hedging instruments under Statement 133	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
International Equity	Equity contracts	Receivable for variation margin on futures		—	Payable for variation margin on futures	$	4,770	*
	Foreign exchange contracts	Unrealized appreciation of foreign currency contracts	$	146,881	Unrealized depreciation of foreign currency contracts	$	297,958
Total			$	146,881		$	302,728
Global Bond	Foreign exchange contracts	Unrealized appreciation of foreign currency contracts		—	Unrealized depreciation of foreign currency contracts	$	10,991

* Includes cumulative appreciation/deprecation of futures contracts as reported in the notes to financial statements. One current day’s variation margin is reported within the statement of assets and liabilities.

34

Notes to Financial Statements (continued)

As of June 30, 2009, the effect of derivative instruments on the Statement of Operations for International Equity and Global Bond were as follows. The amount of realized gain/(loss) on derivatives recognized in income for International Equity and Global Bond were as follows:

Fund	Derivatives not accounted for as hedging instruments under Statement 133	Futures		Forward Currency Contracts			Total
International Equity	Equity contracts	$	125,533		—		$	125,533
	Foreign exchange contracts		—		($627,151	)		(627,151	)
	Total	$	125,533		($627,151	)		($501,618	)
Global Bond	Foreign exchange contracts		—	$	55,758		$	55,758

The change in unrealized gain/(loss) on derivatives recognized in income for International Equity and Global Bond were as follows:

Fund	Derivatives not accounted for as hedging instruments under Statement 133	Futures		Forward Currency Contracts		Total
International Equity	Equity contracts	($3,439	)	—		($3,439	)
	Foreign exchange contracts	—		($107,789	)	(107,789	)
	Total	($3,439	)	($107,789	)	($111,228	)
Global Bond	Foreign exchange contracts	—		13,661		13,661

b. Security Transactions

Security transactions are accounted for as of the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. Investment Income and Expenses

Dividend income is recorded on the ex-dividend date except certain dividends from foreign securities where the ex-dividend date may have passed. These dividends are recorded as soon as the Trust is informed of the ex-dividend date. Dividend income on foreign securities is recorded net of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. As a shareholder of the Portfolio, the Money Market Fund receives its proportionate share of the dividends paid by such class, which takes into consideration the Fund’s proportionate share of net investment income and expenses of such class. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders.

The following Funds had certain portfolio trades directed to various brokers who paid a portion of such Fund’s expenses. For the six months ended June 30, 2009, under these arrangements the amount by which the Funds’ expenses were reduced and the impact on the expense ratios were as follows: Essex Large Cap Growth - $5,224 or 0.03% and International Equity - $1,882 or 0.00%.

The Funds have a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”) (formerly The Bank of New York), the Fund’s custodian, whereby the Funds are credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custody expenses that would otherwise be charged to the Funds. For the six months ended June 30, 2009, the custodian expense was not reduced.

The Trust also has a balance credit arrangement with its Transfer Agent, PNC Global Investment Servicing (U.S.) Inc. (formerly PFPC, Inc.), whereby earnings credits are used to offset banking charges and other out-of-pocket expenses. For the six months ended June 30, 2009, the Funds’ portion of the transfer agent expense was reduced under this arrangement as follows: Essex Large Cap Growth - $80; International Equity - $332; Emerging Markets Equity - $178; Global Bond - $122 and Money Market - $246.

Overdrafts will cause a reduction of any earnings credits, computed at 2% above the Federal funds rate on the day of the overdraft. For the six months ended June 30, 2009, overdraft fees were as follows: International Equity – $78 or 0.00%, Emerging Markets Equity - $5,775 or 0.01% and Global Bond Fund - $227 or 0.00% .

The Investment Manager has agreed to waive a portion of its management or administrative fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments the Funds have made in the JPMorgan Liquid Assets Money Market Fund- Capital Share Class. For the six months ended June 30, 2009, the Money Market’s administrative fee was reduced by $20,687.

Total returns and net investment income for the Funds would have been lower had certain expenses not been offset. Total expenses before offsets exclude the impact of expense reimbursements or fee waivers and expense reductions such as brokerage recapture credits but include non-reimbursable expenses, if any, such as interest and taxes.

d. Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared and paid annually for all Funds except Money Market.

35

Notes to Financial Statements (continued)

Dividends resulting from net investment income, if any, normally will be declared daily and paid monthly for Money Market. Distributions of capital gains, if any, will be made annually in December and when required for Federal excise tax purposes. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for losses deferred due to wash sales, REITS, equalization accounting for tax purposes, foreign currency, options, futures and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

e. Federal Taxes

Each Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of their taxable income and gains to their shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for Federal income or excise tax is included in the accompanying financial statements.

Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Funds’ tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2005-2008), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. The Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

f. Capital Loss Carryovers

As of June 30, 2009, the following Funds had accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes as shown in the following chart. These amounts may be used to offset realized capital gains, if any, through the expiration dates listed.

Fund	Capital Loss Carryover Amount		Expires December 31,
Essex Large Cap Growth	$	89,173,242	2009
		30,988,593	2010
		12,899,489	2011
		7,531,988	2016
Total	$	140,593,312
International Equity	$	13,386,880	2010
		16,170,119	2011
		19,998,844	2016
Total	$	49,555,843
Global Bond	$	906,645	2016

g. Capital Stock

The Trust’s Declaration of Trust authorizes for each series the issuance of an unlimited number of shares of beneficial interest, without par value, for each fund. Each Fund records sales and repurchases of its capital stock on the trade date. Dividends and distributions to shareholders are recorded on the ex-dividend date.

At June 30, 2009, certain unaffiliated shareholders, specifically omnibus accounts, individually held greater than 10% of the outstanding shares of the following Funds: Essex Large Cap Growth – one owns 12%; International Equity – one owns 18% and Emerging Markets Equity – two collectively own 47%. Transactions by these shareholders may have a material impact on the Funds.

h. Foreign Currency Translation

The books and records of the Funds are maintained in U.S. dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based on currency exchange rates prevailing on the respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holdings of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions and forward foreign currency exchange contracts; and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

The Funds do not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

2. Agreements and Transactions with Affiliates

For each of the Funds other than Money Market, the Trust has entered into an Investment Management Agreement under which the Investment Manager, an independently managed subsidiary of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration. The Investment Manager selects subadvisors for the Funds (subject to Trustee approval) and monitors each subadvisor’s investment programs and results. The Funds’ investment portfolio is managed by portfolio managers who serve pursuant to a Subadvisory Agreement with the Investment Manager.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the six months ended June 30, 2009, the annual investment management fee rates, as a percentage of average daily net assets, were as follows:

Fund	Investment Management Fee
Essex Large Cap Growth	0.80	%
International Equity	0.90	%
Emerging Markets Equity	1.15	%
Global Bond	0.70	%

The Investment Manager of Global Bond has agreed to contractually waive a portion of its management fee for the Fund until at least March 1, 2010. For the six months ended June 30, 2009, the amount waived was $21,004 or 0.10% .

The Trust has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as each Fund’s administrator (the “Administrator”) and is responsible for all

36

Notes to Financial Statements (continued)

aspects of managing the Funds’ operations, including administration and shareholder services to each Fund, its shareholders, and certain institutions, such as bank trust departments, broker-dealers and registered investment advisers, that advise or act as an intermediary with the Funds’ shareholders. Under the terms of the Administration Agreement, each of the Funds, except Global Bond and Money Market, pay a fee to the Administrator at the rate of 0.25% per annum of the Funds’ average daily net assets. Global Bond and Money Market pay a fee to the Administrator at the rate of 0.20% and 0.15%, respectively, per annum of the Funds’ average daily net assets.

The Investment Manager for the Funds has contractually agreed, through at least May 1, 2010, subject to later reimbursement by the Funds in certain circumstances, that the total annual operating expenses (exclusive of taxes, interest, brokerage costs, acquired fund expenses and extraordinary expenses) will be limited to the following amounts of the Funds’ average daily net assets: International Equity – 1.48%; Emerging Markets Equity – 1.77%; and Global Bond - 1.10% . The Investment Manager has also contractually agreed, subject to later reimbursement by the Funds in certain circumstances, that the total annual operating expenses (exclusive of taxes, interest, brokerage costs, acquired fund expenses and extraordinary expenses) on Essex Large Cap Growth, will be limited to 1.29% of the Fund’s average daily net assets, provided that the amount of fees waived, paid or reimbursed does not exceed 0.25% per annum. This amount for the six months ended June 30, 2009 was $14,775 or 0.11% annualized. Prior to January 1, 2008, the expense limitations for International Equity, Emerging Markets Equity, and Global Bond were 1.55%, 1.79%, and 1.19%, respectively.

Each Fund is obligated to repay the Investment Manager such amounts waived, paid or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement occurs and that such repayment would not cause the Funds’ total operating expenses in any such future year to exceed that Funds’ respective expense cap. For the six months ended June 30, 2009, the Funds made no such repayments to the Investment Manager. At June 30, 2009, the cumulative amount of reimbursement by the Investment Manager subject to repayment by Essex Large Cap, International Equity, Emerging Markets Equity and Global Bond equaled $170,262, $522,078, $461,743 and $67,833, respectively.

The aggregate annual retainer paid to each Independent Trustee is $65,000, plus $4,000 or $2,500 for each regular or special meeting attended, respectively. The Trustees’ fees and expenses are allocated amongst all of the Funds for which the Investment Manager serves as the advisor (the “Managers Funds”) based on the relative net assets of such Funds. The Independent Chairman of the Trusts receives an additional payment of $15,000 per year. The Chairman of the Audit Committee receives an additional payment of $5,000 per year. The “Trustee fees and expenses” shown in the financial statements represents each Fund’s allocated portion of the total fees and expenses paid by the Managers Funds.

The Funds are distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the principal underwriter for each Fund in the Trust. MDI is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold by brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. MDI bears all the expenses of providing services pursuant to the Underwriting Agreement, including the payment of the expenses relating to the distribution of Prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

3. Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term securities, for the six months ended June 30, 2009, for Essex Large Cap Growth were $11,459,923 and $30,153,333; International Equity were $82,435,869 and $104,709,449; Emerging Markets Equity were $41,561,569 and $36,084,461; and Global Bond were $8,885,713 and $17,564,675, respectively. There were no purchases and sales of U.S. Government securities for the Funds for the six months ended June 30, 2009, except for Global Bond, which were $4,306,380 and $4,228,497, respectively.

4. Portfolio Securities Loaned

Each of the Funds other than Money Market may participate in a securities lending program offered by BNYM, providing for the lending of securities to qualified brokers. Securities lending fees include earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the program, and the Fund, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and/or government securities and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. The Funds bear the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Collateral received in the form of cash is invested temporarily in the BNY Institutional Cash Reserves Fund (the “ICRF”), or other short-term investments as defined in the Securities Lending Agreement with BNYM.

In September of 2008, BNYM advised the Investment Manager that the ICRF had exposure to certain defaulted debt obligations, and that BNYM had established a separate sleeve of the ICRF to hold these securities. The net impact of these positions is not material to each Fund. Each Fund’s position in the separate sleeve of the ICRF Fund is included in the Schedule of Portfolio Investments and the unrealized loss on such investment is included in Net Unrealized Depreciation on the Statement of Assets and Liabilities and the Statement of Operations.

5. Commitments and Contingencies

In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds expect the risks of loss to be remote.

37

Notes to Financial Statements (continued)

6. Forward Commitments

Certain transactions, such as futures and forward transactions, dollar roll agreements, or purchases of when-issued or delayed delivery securities may have a similar effect on a Fund’s net asset value as if the Fund had created a degree of leverage in its portfolio. However, if a Fund enters into such a transaction, the Fund will establish a segregated account with its custodian in which it will maintain cash, U.S. government securities or other liquid securities equal in value to its obligations in respect to such transaction. Securities and other assets held in the segregated account may not be sold while the transaction is outstanding, unless other suitable assets are substituted.

7. Forward Foreign Currency Contracts

International Equity, Emerging Markets Equity, and Global Bond may invest in forward foreign currency exchange contracts to manage currency exposure by settling planned purchases or sales of securities and hedge the currency exposure associated with some or all of a Fund’s securities or as part of an investment strategy.

A forward foreign currency exchange contract is an agreement between a Fund and another party to buy or sell a currency at a set price at a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily, and the change in market value is recorded as an unrealized gain or loss. Gain or loss on the purchase or sale of contracts having the same settlement date, amount and counterparty is realized on the date of offset, otherwise gain or loss is realized on the settlement date. These contracts may involve greater market risk in excess of the unrealized gain or loss reflected on the Statement of Assets and Liabilities.

The Funds, except Essex Large Cap Growth and Money Market, may invest in non-U.S. dollar denominated instruments subject to limitations, and enter into forward foreign currency exchange contracts to facilitate transactions in foreign securities and to protect against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

Open forward foreign currency exchange contracts (in U.S. Dollars) at June 30, 2009 were as follows:

Foreign Currency	Position	Settlement Date	Current Value (Receivable Amount)		Contract Value (Payable Amount)		Unrealized Gain/(Loss)
International Equity
Pound Sterling	Short	08/17/09	$	4,474,538	$	4,772,495	($297,957	)
Pound Sterling	Long	08/17/09		4,772,496		4,625,616	146,880
			$	9,247,034	$	9,398,111	($151,077	)
Global Bond
Japanese Yen	Short	07/15/09	$	451,365	$	456,821	($5,456	)
South Korean Won	Long	07/15/09		487,135		492,670	(5,535	)
			$	938,500	$	949,491	($10,991	)

8. Futures Contracts Held or Issued for Purposes other than Trading

International Equity may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital shares transactions. The Fund is subject to equity price risk and foreign currency exchange risk in the normal course of pursuing its investment objectives. Prices may not move as expected or a Fund may not be able to close out the contract when it desires to do so, resulting in losses. With futures, there is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default.

On entering into a futures contract, either cash or securities in an amount equal to a certain percentage of the contract value (initial margin) must be deposited with the futures broker. Subsequent payments (variation margin) are made or received each day. The variation margin payments equal the daily changes in the contract value and are recorded as unrealized gains or losses. The Funds recognize a realized gain or loss when the contract is closed or expires equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the financial statements. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures or forward currency contracts.

Cash pledged to cover margin requirements for the open futures positions at June 30, 2009, amounted to $60,179. Open futures contracts (in U.S. Dollars) at June 30, 2009, were as follows:

Type	Number of Contracts	Position	Expiration Date	Unrealized Gain/(Loss)
DJ Euro Stoxx 50	10	Long	09/18/09	($4,388	)

38

Annual Renewal of Investment Advisory Agreements (unaudited)

On June 4-5, 2009, the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for each of the Funds identified below and the Subadvisory Agreement for each of the Subadvisors, with the exception of Schroder Investment Management North America Inc. and Martin Currie Inc. (for purposes of this section, each a “Subadvisor” and “Subadvisory Agreement” and collectively the “Subadvisors” and “Subadvisory Agreements”). The Independent Trustees were separately represented by independent counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and each Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (each a “Peer Group”), performance information for relevant benchmark indices (each a “Fund Benchmark”) and, with respect to each Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 4-5, 2009, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisors under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

Nature, extent and quality of services.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager relating to the performance of its duties with respect to the Funds and the Trustees’ familiarity with the Investment Manager’s management through Board meetings, discussions and reports. In the course of their deliberations regarding the Investment Management Agreement, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadvisors; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance programs. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and to maintain contractual expense limitations for the Funds.

For each Fund, the Trustees also reviewed information relating to each Subadvisor’s operations and personnel and the investment philosophy, strategies and techniques (for each Subadvisor, its “Investment Strategy”) used in managing the Fund or the portion of the Fund for which the Subadvisor has portfolio management responsibility. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding each Subadvisor’s organizational and management structure and each Subadvisor’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individual or individuals at each Subadvisor with portfolio management responsibility for the portion of the Fund managed by the Subadvisor, including the information set forth in the Fund’s prospectus and statement of additional information. With respect to those Funds managed with multiple Subadvisors, the Trustees also noted information provided by the Investment Manager regarding the manner in which each Subadvisor’s Investment Strategy complements those utilized by a Fund’s other Subadvisors. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by each Subadvisor in the past; (b) the qualifications and experience of the Subadvisor’s personnel; and (c) the Subadvisor’s compliance programs. The Trustees also took into account the financial condition of each Subadvisor with respect to its ability to provide the services required under its Subadvisory Agreement.

Performance.

As noted above, the Board considered each Fund’s performance during relevant time periods as compared to the Fund’s Peer Group and considered each Subadvisor’s performance as compared to an appropriate peer group of managed accounts and noted that the Board reviews on a quarterly basis detailed information about the Fund’s performance results, portfolio composition and Investment Strategies, including with respect to the portion of the Fund managed by each Subadvisor. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Subadvisor. The Board also noted each Subadvisor’s performance record with respect to the Fund. The Board was mindful of the Investment Manager’s attention to monitoring each Subadvisor’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.

Advisory Fees and Profitability.

In considering the reasonableness of the advisory fee charged by the Investment Manager for managing each Fund, the Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadvisors and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a “manager-of-managers” complex of mutual funds. The Trustees concluded that, in light of the additional high quality supervisory services provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by each Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group,

39

Annual Renewal of Investment Advisory Agreements (continued)

which consists of many funds that do not operate with a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain expense limitations for the Funds.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect, received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the Managers Family of Funds, the cost of providing such services and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also noted the current and potential asset levels of each Fund and the willingness of the Investment Manager to waive fees and pay expenses for certain of the Funds from time to time as a means of limiting total expenses. The Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Trustees also considered the current asset levels of the Funds, including the effect on assets attributable to the economic and market conditions over the past year, and considered the impact on profitability of the current asset levels and any future growth of assets of the Funds. The Board took into account management’s discussion of the current advisory fee structure. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Funds operate in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for any Fund at this time. With respect to economies of scale, the Trustees also noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.

Subadvisory Fees and Profitability.

In considering the reasonableness of the fee payable by the Investment Manager to each Subadvisor (other than Essex Investment Management Company, LLC (“Essex”), which is an affiliate of the Investment Manager), the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Subadvisors are not affiliated with the Investment Manager (other than Essex). In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. Accordingly, the cost of services to be provided by each Subadvisor and the profitability to each Subadvisor of its relationship with a Fund were not material factors in the Trustees’ deliberations. For similar reasons, and based on the current size of the portion of the Fund managed by each Subadvisor, the Trustees concluded that any economies of scale being realized by the Subadvisors was not a material factor in the Trustees’ deliberations at this time.

In considering the reasonableness of the fee payable by the Investment Manager to Essex, a Subadvisor to the Managers AMG Essex Large Cap Growth Fund, the Trustees noted that Essex is an affiliate of the Investment Manager and reviewed information provided by Essex regarding the cost to Essex of providing subadvisory services to the Fund and the resulting profitability from such relationship. The Trustees also noted that the subadvisory fee is paid by the Investment Manager out of the advisory fee. Based on the current size of the portion of the Fund managed by Essex, the Trustees concluded that the effect of any economies of scale being realized by Essex was not a material factor in the Trustees’ deliberations at this time.

In addition to the foregoing, the Trustees considered the specific factors and related conclusions set forth below with respect to each Fund.

MANAGERS EMERGING MARKETS EQUITY FUND

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2009 was below, below, below and above, respectively, the median performance of the Peer Group and below, below, below and above, respectively, the performance of the Fund Benchmark, the MSCI Emerging Markets Index^®. The Trustees noted that the Investment Manager recently added a new Subadvisor to the Fund, and also, at meetings held on March 5-6, 2009, the Trustees previously noted that the composite portfolio performance of the Fund’s new Subadvisor was above the Fund Benchmark for various periods. The Trustees further took into account management’s discussion of the Fund’s performance, including the fact that the Fund’s 10-year performance remains above both the Fund Benchmark and the Peer Group. The Trustees concluded that management had taken appropriate steps to address the Fund’s performance.

Advisory Fees.

The Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2009 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2010, to limit the Fund’s net annual operating expenses to 1.77%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisors, the foregoing expense limitation and the considerations noted above with respect to the Subadvisors and the Investment Manager, the Fund’s advisory fees are reasonable.

MANAGERS GLOBAL BOND FUND

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2009 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the Barclays Capital Global Aggregate Index, for each period. The Trustees took into account management’s discussion of the Fund’s more recent performance, including the fact that the Fund has outperformed the Fund Benchmark year-to-date through April 2009. The Trustees noted that the Fund’s long-term performance had previously been strong and had been negatively affected by the past year’s performance. The Trustees concluded that the Fund’s performance has been satisfactory in light of all factors considered.

40

Annual Renewal of Investment Advisory Agreements (continued)

Advisory Fees.

The Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2009 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2010, to limit the Fund’s net annual operating expenses to 1.10%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees are reasonable.

MANAGERS INTERNATIONAL EQUITY FUND

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2009 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the MSCI EAFE Index^®, for each period. The Trustees noted that the Investment Manager recently replaced a Subadvisor to the Fund, and also, at meetings held on March 5-6, 2009, the Trustees previously noted that the composite portfolio performance of the Fund’s new Subadvisor was above the Fund Benchmark for various periods. The Trustees further took into account management’s discussion of the Fund’s performance, including the fact that last year was the first calendar year in four years where the Fund underperformed the Fund Benchmark. The Trustees concluded that management had taken appropriate steps to address the Fund’s performance.

Advisory Fees.

The Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2009 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2010, to limit the Fund’s net annual operating expenses to 1.48%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisors, the foregoing expense limitation and the considerations noted above with respect to the Subadvisors and the Investment Manager, the Fund’s advisory fees are reasonable.

MANAGERS AMG ESSEX LARGE CAP GROWTH FUND

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2009 was above, below, below and below, respectively, the median performance of the Peer Group and below, below, below and above, respectively, the performance of the Fund Benchmark, the Russell 1000^® Growth Index. The Trustees took into account management’s discussion of the reasons for the Fund’s performance, including that the market environment in certain years has been particularly difficult in light of the Fund’s growth style. In addition, the Trustees noted that the Fund has performed well during market conditions favorable to growth style funds over the long run, including the fact that the Fund’s 10-year performance has exceeded the performance of the Fund Benchmark, and that the Fund’s 1-year performance has been strong relative to the Peer Group. The Trustees concluded that the Fund’s performance has been satisfactory in light of all factors considered.

Advisory Fees.

The Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2009 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2010, to limit the Fund’s net annual operating expenses to 1.29%, provided that the amount waived may not exceed 0.25%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees are reasonable.

* * * * *

After consideration of the foregoing, the Trustees also reached the following conclusions regarding the Investment Management Agreement and each Subadvisory Agreement, in addition to those conclusions discussed above: (a) the Investment Manager and each Subadvisor have demonstrated that they possess the capability and resources to perform the duties required of them under the Investment Management Agreement and the applicable Subadvisory Agreements; (b) each Subadvisor’s Investment Strategy is appropriate for pursuing the applicable Fund’s investment objectives; (c) each Subadvisor is reasonably likely to execute its Investment Strategy consistently over time; and (d) the Investment Manager and each Subadvisor maintain appropriate compliance programs.

Based on all of the above-mentioned factors and related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of each Investment Management Agreement and each Subadvisory Agreement (as applicable) would be in the best interests of each Fund and its shareholders. Accordingly, on June 4-5, 2009, the Trustees, including a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreements (as applicable) for each Fund, with the exception of Schroder Investment Management North America Inc. and Martin Currie Inc. (which contracts had previously been approved at meetings held on March 5-6, 2009).

41

THIS PAGE INTENTIONALLY LEFT BLANK

THIS PAGE INTENTIONALLY LEFT BLANK

Investment Manager and Administrator

Managers Investment Group LLC

333 W. Wacker Drive

Suite 1200

Chicago, IL 60606

(800) 835-3879

Distributor

Managers Investment Group LLC

333 W. Wacker Drive

Suite 1200

Chicago, IL 60606

(800) 835-3879

Custodian

The Bank of New York Mellon

2 Hanson Place

Brooklyn, New York 11217

Legal Counsel

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110-2624

Transfer Agent

PNC Global Investment Servicing (U.S.) Inc.

Attn: Managers

P.O. Box 9769

Providence, Rhode Island 02940

(800) 548-4539

Trustees

Jack W. Aber

William E. Chapman, II

Nathaniel Dalton

Edward J. Kaier

Steven J. Paggioli

Eric Rakowski

Thomas R. Schneeweis

John H. Streur

For Managers Choice Only

Managers

c/o PNC Global Investment Servicing (U.S.) Inc.

P.O. Box 61204

King of Prussia, Pennsylvania 19406-0851

(800) 358-7668

MANAGERS AND MANAGERS AMG FUNDS

EQUITY FUNDS

EMERGING MARKETS EQUITY

Rexiter Capital Management Limited

Schroder Investment Management North America Inc.

ESSEX GROWTH

ESSEX LARGE CAP GROWTH

ESSEX SMALL/MICRO CAP GROWTH

Essex Investment Management Co., LLC

FQ TAX-MANAGED U.S. EQUITY

FQ U.S. EQUITY

First Quadrant, L.P.

GW&K SMALL CAP EQUITY

Gannett Welsh & Kotler, LLC

INSTITUTIONAL MICRO-CAP

MICRO-CAP

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

OFI Institutional Asset Management, Inc.

Next Century Growth Investors LLC

INTERNATIONAL EQUITY

AllianceBernstein L.P.

Lazard Asset Management, LLC

Martin Currie Inc.

CHICAGO EQUITY PARTNERS

MID-CAP

Chicago Equity Partners, LLC

REAL ESTATE SECURITIES

Urdang Securities Management, Inc.

RENAISSANCE LARGE CAP GROWTH

Renaissance Group LLC

SKYLINE SPECIAL EQUITIES PORTFOLIO

Skyline Asset Management, L.P.

SMALL CAP

TIMESSQUARE MID CAP GROWTH

TIMESSQUARE SMALL CAP GROWTH

TimesSquare Capital Management, LLC

SPECIAL EQUITY

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

SYSTEMATIC VALUE

SYSTEMATIC MID CAP VALUE

Systematic Financial Management, L.P.

BALANCED FUNDS

CHICAGO EQUITY PARTNERS BALANCED

Chicago Equity Partners, LLC

GLOBAL

AllianceBernstein L.P.

First Quadrant, L.P.

Wellington Management Company, LLP

ALTERNATIVE FUNDS

FQ GLOBAL ALTERNATIVES

First Quadrant, L.P.

INCOME FUNDS

BOND (MANAGERS)

FIXED INCOME

GLOBAL BOND

Loomis, Sayles & Co., L.P.

BOND (MANAGERS FREMONT)

Pacific Investment Management Co. LLC

CALIFORNIA INTERMEDIATE TAX-FREE

Miller Tabak Asset Management LLC

GW&K MUNICIPAL BOND

GW&K MUNICIPAL ENHANCED YIELD

Gannett Welsh & Kotler, LLC

HIGH YIELD

J.P. Morgan Investment Management LLC

INTERMEDIATE DURATION GOVERNMENT

SHORT DURATION GOVERNMENT

Smith Breeden Associates, Inc.

MONEY MARKET

JPMorgan Investment Advisors Inc.

This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by Managers Distributors, Inc., member FINRA.

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) Web site at www.sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov.

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330. To review a complete list of the Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.

www.managersinvest.com

SEMI-ANNUAL REPORT

Managers Funds

June 30, 2009

Managers Bond Fund

SAR017-0609

Managers Bond Fund

Semi-Annual Report — June 30, 2009 (unaudited)

TABLE OF CONTENTS

	Page
ABOUT YOUR FUND’S EXPENSES	1
FUND PERFORMANCE	2
FUND SNAPSHOTS AND SCHEDULE OF PORTFOLIO INVESTMENTS	3
FINANCIAL STATEMENTS:
Statement of Assets and Liabilities	17
Fund’s balance sheet, net asset value (NAV) per share computation and cumulative undistributed amount
Statement of Operations	18
Detail of sources of income, Fund expenses, and realized and unrealized gains (losses) during the period
Statement of Changes in Net Assets	19
Detail of changes in Fund assets for the past two periods
FINANCIAL HIGHLIGHTS	20
Historical net asset values per share, distributions, total returns, expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL STATEMENTS	21
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT ADVISORY AGREEMENT	26

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the Managers Family of Funds. Such offering is made only by Prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended June 30, 2009	Expense Ratio for the Period		Beginning Account Value 01/01/2009		Ending Account Value 06/30/2009		Expenses Paid During the Period*
Managers Bond Fund
Based on Actual Fund Return	0.99	%	$	1,000	$	1,158	$	5.30
Based on Hypothetical 5% Annual Return	0.99	%	$	1,000	$	1,020	$	4.96

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365.

1

Managers Bond Fund Performance

All periods ended June 30, 2009 (unaudited)

The table below shows the average annual total returns from June 30, 1999 through June 30, 2009 of the Managers Bond Fund and the Barclays Capital U.S. Government / Credit Index for the same time periods.

Average Annual Total Returns1	Six Months		One Year		Five Years		Ten Years		Inception Date
Managers Bond Fund2,3,4,5	15.77	%	(2.42	)%	3.91	%	5.82	%	6/1/1984
Barclays Capital U.S. Government / Credit Index	0.55	%	5.26	%	4.80	%	5.95	%

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end, please call (800) 835-3879 or visit our Web site at www.managersinvest.com.

In choosing a Fund, investors should carefully consider the amount they plan to invest, their investment objectives, the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit www.managersinvest.com for a free prospectus. Read it carefully before investing or sending money. Distributed by Managers Distributors, Inc., member FINRA.

¹ Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of June 30, 2009. All returns are in U.S. dollars($).

² From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

³ The Fund is subject to the risks associated with investments in debt securities, such as default risk, fluctuations in debtor’s perceived ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed-income securities to fall.

⁴ Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.

⁵ High yield bonds (also known as “junk bonds”) are subject to additional risks such as the risk of default.

Barclays Capital U.S. Govt./Credit Index is an index of all investment grade government and corporate bonds with a maturity between one and ten years. Unlike the Fund, the Barclays Capital U.S. Govt./Credit Index is unmanaged, is not available for investment, and does not incur expenses.

Not FDIC insured, nor bank guaranteed. May lose value.

2

Managers Bond Fund

Fund Snapshot

June 30, 2009 (unaudited)

Portfolio Breakdown

Industry	Managers Bond Fund**		Barclays Capital U.S. Govt./ Credit Index
Corporate	75.5	%	31.4	%
Foreign Government	5.0	%	6.9	%
Asset-Backed Securities	4.2	%	0.0	%
Municipal Bonds	1.7	%	0.0	%
Preferred Stock	0.9	%	0.0	%
U.S. Government	1.3	%	61.7	%
Mortgage-Backed Securities	0.2	%	0.0	%
Other Assets and Liabilities	11.2	%	0.0	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net Assets
Merrill Lynch & Co., Inc., 6.110%, 11/29/37 *	2.3	%
International Paper Co., 7.950%, 06/15/18 *	2.3
Kinder Morgan Energy Partners L.P., 5.950%, 02/15/18 *	2.1
Southwestern Electric Power Co., 4.650%, 01/15/19 *	2.0
Equitable Resources, Inc., 6.500%, 04/01/18 *	1.7
Dun & Bradstreet, Corp., The, 6.000%, 04/01/13*	1.6
American General Finance Corp., MTN, Series J, 6.900%, 12/15/17	1.5
Panhandle Eastern Pipe Line Co., L.P., 7.000%, 6/15/18	1.3
Questar Market Resources, Inc., 6.800%, 04/01/18 *	1.3
NiSource Finance Corp., 6.400%, 03/15/18	1.3
Top Ten as a Group	17.4	%

* Top Ten Holding at December 31, 2008

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

3

Managers Bond Fund

Schedule of Portfolio Investments

June 30, 2009 (unaudited)

Security Description		Principal Amount		Value
Corporate Bonds - 75.5%
Finance - 18.8%
American General Finance Corp.,
5.400%, 12/01/15		$	5,000,000	$	2,692,850
MTN, Series J, 6.900%, 12/15/17			57,315,000		31,035,040
Bank of America Capital Trust VI, 5.625%, 03/08/35			3,085,000		2,005,935
Barclays Capital Corp.,
4.160%, 02/22/10 (a)	THB		25,000,000		736,854
Series EMTN, 4.100%, 03/22/10 (a)	THB		26,000,000		776,719
BNP Paribas SA DN, 14.257%, 06/13/11 (a) 4	IDR		19,645,500,000		1,470,790
Caterpillar Financial Services Corp., 5.850%, 09/01/17			13,000,000		13,236,574
CIGNA Corp., 6.150%, 11/15/36			6,830,000		4,890,335
CIT Group, Inc.,
5.000%, 02/13/14			120,000		71,263
5.125%, 09/30/14			206,000		121,423
5.500%, 12/20/16	GBP		1,900,000		1,562,937
7.625%, 11/30/12			21,513,000		14,730,941
12.000%, 12/18/18 (a)			33,607,000		15,788,602
15.000%, 07/02/10 (a)	BRL		2,000,000		1,073,764
Colonial Realty, L.P.,
4.800%, 04/01/11			1,005,000		941,254
5.500%, 10/01/15			1,255,000		989,131
Duke Realty, L.P.,
5.950%, 02/15/17			2,210,000		1,713,121
6.500%, 01/15/18			5,000,000		3,912,240
Equity One, Inc., 6.000%, 09/15/17			5,915,000		4,643,417
ERAC USA Finance Co.,
6.375%, 10/15/17 (a)			4,910,000		4,433,273
6.700%, 06/01/34 (a)			1,250,000		937,829
7.000%, 10/15/37 (a)			19,033,000		15,136,697
ERP Operating, L.P.,
5.125%, 03/15/16			600,000		550,258
5.750%, 06/15/17			1,450,000		1,352,676
First Industrial L.P., 5.950%, 05/15/17			15,000,000		8,813,145
Ford Motor Credit Company LLC,
7.000%, 10/01/13			200,000		160,806
8.000%, 12/15/16			3,500,000		2,675,852
8.625%, 11/01/10			195,000		183,285
9.750%, 09/15/10			445,000		426,264
GE Capital Australia Funding Pty., Ltd., EMTN, 8.000%, 02/13/12	AUD		3,965,000		3,195,531

The accompanying notes are an integral part of these financial statements.

4

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount		Value
Finance - 18.8% (continued)
General Electric Capital Corp.,
2.960%, 05/18/12	SGD	4,400,000		$	2,779,230
3.485%, 03/08/12	SGD	16,500,000			10,646,407
6.500%, 09/28/15	NZD	14,950,000			8,395,858
6.625%, 02/04/10	NZD	3,500,000			2,269,394
6.750%, 09/26/16	NZD	6,390,000			3,636,904
GMAC LLC,
6.000%, 12/15/11 (a)		1,127,000			963,585
6.625%, 05/15/12 (a)		1,374,000			1,147,290
6.750%, 12/01/14 (a)		1,019,000			799,915
6.875%, 08/28/12 (a)		253,000	2		211,255
6.875%, 09/15/11 (a)		158,000			138,250
7.000%, 02/01/12 (a)		763,000	2		647,024
7.250%, 03/02/11 (a)		816,000			746,640
7.500%, 12/31/13 (a)		584,000			452,600
8.000%, 12/31/18 (a)		1,366,000			867,410
8.000%, 11/01/31 (a)		1,427,000			998,900
Highwoods Realty, L.P.,
5.850%, 03/15/17		3,680,000			2,930,715
7.500%, 04/15/18		2,405,000			2,081,063
ICICI Bank, Ltd., 6.375%, 04/30/22 (a) 7		900,000			701,870
International Lease Finance Corp.,
5.000%, 04/15/10		1,040,000			952,509
5.550%, 09/05/12		345,000			268,034
6.375%, 03/25/13		1,730,000			1,316,208
6.625%, 12/07/09	GBP	9,140,000			14,130,377
iStar Financial Inc.,
1.097%, 10/01/12 (10/01/09) 6		8,095,000			3,061,529
5.150%, 03/01/12		4,360,000			2,201,800
5.125%, 04/01/11		280,000			162,400
5.375%, 04/15/10		830,000	2		705,500
5.500%, 06/15/12		260,000			131,950
5.650%, 09/15/11		3,095,000			1,795,100
5.700%, 03/01/14		15,000			6,300
5.800%, 03/15/11		640,000	2		387,200
5.875%, 03/15/16		1,340,000			536,000
5.950%, 10/15/13		4,725,000			2,079,000
6.050%, 04/15/15		620,000			248,000
8.625%, 06/01/13		425,000			221,000
JPMorgan Chase & Co.,
9.683%, 05/17/10 (a) 4	BRL	3,600,000			1,690,433

The accompanying notes are an integral part of these financial statements.

5

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount	Value
Finance - 18.8% (continued)
JPMorgan Chase & Co., (continued)
14.362%, 03/28/11 (a) 4	IDR	932,700,000	$	71,738
14.588%, 04/12/12 (a) 4	IDR	40,733,437,680		2,698,802
JPMorgan International, 13.248%, 10/21/10 (a) 4	IDR	16,627,462,500		1,377,274
Kaupthing Bank,
3.413%, 01/15/10 (a) 8		1,000,000		130,000
5.750%, 10/04/11 (a) 8		10,000,000		1,300,000
6.125%, 10/04/16 (a) 8		1,800,000		234,000
KfW Bankengruppe, 10.750%, 02/01/10	ISK	20,000,000		160,859
Kinder Morgan Finance Co., 5.700%, 01/05/16		370,000		317,275
Marsh & McLennan Companies, Inc.,
5.375%, 07/15/14		4,390,000		4,273,700
5.750%, 09/15/15		11,939,000		11,374,632
5.875%, 08/01/33		10,360,000		8,198,521
MBIA Insurance Corp., 14.000%, 01/15/33 (a) 7		525,000		199,500
Merrill Lynch & Co., Inc.,
4.625%, 09/14/18	EUR	1,750,000		1,640,691
6.110%, 01/29/37		60,150,000		46,457,152
10.710%, 03/08/17	BRL	2,500,000		1,085,790
Morgan Stanley,
4.750%, 04/01/14		10,715,000		10,121,282
5.550%, 04/27/17		11,000,000		10,239,658
6.625%, 04/01/18		3,095,000		3,085,424
Mutual of Omaha Insurance Co., 6.800%, 06/15/36 (a)		13,925,000		9,544,808
National City Bank of Indiana, 4.250%, 07/01/18		6,310,000		5,297,554
National City Corp., 6.875%, 05/15/19		1,905,000		1,827,796
ProLogis Trust,
5.625%, 11/15/15		345,000		273,553
5.750%, 04/01/16		280,000		220,697
Qwest Capital Funding, Inc., 6.875%, 07/15/28		1,190,000		809,200
Realty Income Corp., 6.750%, 08/15/19		7,675,000		6,914,415
SLM Corp.,
5.000%, 10/01/13		2,060,000		1,666,245
5.000%, 04/15/15		50,000		38,087
5.125%, 08/27/12		540,000		461,894
5.375%, 01/15/13		2,460,000		2,055,089
5.375%, 05/15/14		300,000		241,113
5.400%, 10/25/11		520,000		467,683
6.500%, 06/15/10	NZD	500,000		236,356
8.450%, 06/15/18		18,665,000		15,967,628
St. Paul Travelers Companies, Inc., The, 6.750%, 06/20/36		2,610,000		2,829,402

The accompanying notes are an integral part of these financial statements.

6

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Finance - 18.8% (continued)
Toll Brothers Finance Corp., 5.150%, 05/15/15	$	3,785,000	$	3,351,156
Travelers Cos., Inc.,
6.250%, 06/15/37		7,120,000		7,373,764
6.375%, 03/15/33		3,040,000		3,187,948
White Mountains Insurance Group, Ltd., 6.375%, 03/20/17 (a) 5		4,555,000		3,464,182
Willis North America, Inc., 6.200%, 03/28/17		5,685,000		5,034,534
Total Finance				384,795,858
Industrial - 46.2%
Agilent Technologies, Inc., 6.500%, 11/01/17		6,945,000		6,044,991
Albertson’s, Inc.,
6.625%, 06/01/28		1,015,000		751,100
7.450%, 08/01/29		3,195,000		2,619,900
7.750%, 06/15/26		915,000		780,038
8.000%, 01/15/24		250,000		155,992
Anadarko Petroleum Corp.,
5.950%, 09/15/16		4,915,000		4,849,257
6.450%, 09/15/36		13,875,000		12,472,460
Anheuser-Busch Companies, Inc.,
5.950%, 01/15/33		6,177,000		5,090,948
6.450%, 09/01/37		7,900,000		7,358,684
AT&T Corp.,
6.150%, 09/15/34		6,945,000		6,593,048
6.500%, 03/15/29		6,415,000		6,131,438
6.500%, 09/01/37		4,970,000		4,929,485
Avnet, Inc.,
5.875%, 03/15/14		11,000,000		10,360,328
6.000%, 09/01/15		5,340,000		4,910,514
6.625%, 09/15/16		1,370,000		1,284,501
BellSouth Corp.,
6.000%, 11/15/34		2,370,000		2,233,825
6.550%, 06/15/34		1,800,000		1,764,614
Camden Property Trust, 5.700%, 05/15/17		5,205,000		4,702,296
Canadian Pacific Railway Co.,
5.750%, 03/15/33		195,000		157,190
5.950%, 05/15/37		9,340,000		7,644,855
Centex Corp., 5.250%, 06/15/15		1,915,000		1,651,688
Chartered Semiconductor Manufacturing, Ltd., 6.250%, 04/04/13		5,600,000		5,067,849
Colonial Realty, L.P., 6.050%, 09/01/16		470,000		370,482
Comcast Corp.,
5.650%, 06/15/35		13,285,000		12,167,413
6.500%, 11/15/35		1,320,000		1,334,379

The accompanying notes are an integral part of these financial statements.

7

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount		Value
Industrial - 46.2% (continued)
Comcast Corp., (continued)
6.950%, 08/15/37		$	19,230,000	$	20,050,717
Continental Airlines, Inc.,
5.983%, 04/19/22			16,735,000		13,806,375
6.795%, 08/02/20			43,331		31,632
Series B, 6.903%, 04/19/22			5,595,000		3,468,900
Corn Products International, Inc., 6.625%, 04/15/37			4,055,000		3,227,022
Corning, Inc.,
6.850%, 03/01/29			9,142,000		8,481,902
7.250%, 08/15/36			1,185,000		1,149,400
CSX Corp.,
6.000%, 10/01/36			11,635,000		10,539,390
6.250%, 03/15/18			16,400,000		16,540,253
Cummins Engine Co., Inc.,
5.650%, 03/01/98			11,235,000		5,970,358
6.750%, 02/15/27			2,853,000		2,236,384
7.125%, 03/01/28			50,000		40,035
D.R. Horton, Inc., 5.250%, 02/15/15			5,495,000		4,560,850
Delta Air Lines, Inc., 8.021%, 08/10/22			14,658,976		9,528,334
Desarrolladora Homex, S.A. de C.V., 7.500%, 09/28/15			2,725,000		2,343,500
Dillards, Inc., 7.000%, 12/01/28			225,000		109,125
DP World, Ltd., 6.850%, 07/02/37 (a)			28,350,000		18,852,750
Duke Energy Field Services LLC, 6.450%, 11/03/36 (a)			2,615,000		2,091,864
Dun & Bradstreet Corp., The, 6.000%, 04/01/13			32,120,000		32,200,782
El Paso Corp., 6.950%, 06/01/28			1,030,000		774,954
Energy Transfer Partners, L.P.,
6.125%, 02/15/17			700,000		695,426
6.625%, 10/15/36			1,805,000		1,763,611
Enterprise Products Operating L.P., 6.300%, 09/15/17			8,440,000		8,481,862
Equifax, Inc., 7.000%, 07/01/37			4,421,000		4,284,104
Equitable Resources, Inc., 6.500%, 04/01/18			35,420,000		34,225,071
Eurofima, 11.000%, 02/05/10	ISK		60,000,000		479,915
Foot Locker, Inc., 8.500%, 01/15/22			570,000		495,900
Ford Motor Co., 6.375%, 02/01/29			1,990,000		1,074,600
Freescale Semiconductor, Inc., 10.125%, 12/15/16			270,000		91,800
GTE Corp., 6.940%, 04/15/28			130,000		130,347
HCA, Inc.,
5.750%, 03/15/14			5,960,000		4,768,000
6.250%, 02/15/13			2,200,000		1,925,000
6.375%, 01/15/15			2,330,000		1,893,125
6.625%, 02/15/16			6,850,000		5,531,375
6.750%, 07/15/13			190,000		167,200

The accompanying notes are an integral part of these financial statements.

8

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Industrial - 46.2% (continued)
HCA, Inc., (continued)
7.050%, 12/01/27	$	1,685,000	$	1,026,266
7.190%, 11/15/15		1,090,000		839,962
7.500%, 11/06/33		925,000		527,250
7.500%, 12/15/23		1,172,000		763,408
7.580%, 09/15/25		1,680,000		1,034,425
7.690%, 06/15/25		2,589,000		1,589,923
7.750%, 07/15/36		330,000		196,170
8.360%, 04/15/24		2,105,000		1,389,717
Home Depot, Inc., The,
5.400%, 03/01/16		93,000		92,835
5.875%, 12/16/36		20,049,000		17,688,511
Hospira, Inc., 6.050%, 03/30/17		3,395,000		3,315,543
International Paper Co.,
5.500%, 01/15/14		550,000		505,269
7.950%, 06/15/18		48,010,000		46,317,214
Intuit, Inc., 5.750%, 03/15/17		3,560,000		3,382,434
iStar Financial, Inc., 5.850%, 03/15/17		325,000		130,000
Kinder Morgan Energy Partners L.P.,
5.800%, 03/15/35		3,360,000		2,836,448
5.950%, 02/15/18		44,630,000		43,687,504
KLA Instruments Corp., 6.900%, 05/01/18		24,365,000		21,905,938
Koninklijke KPN, N.V.,
6.875%, 03/11/38		22,735,000		24,352,482
8.375%, 10/01/30		815,000		931,575
Kraft Foods, Inc.,
6.500%, 11/01/31		13,635,000		13,538,164
7.000%, 08/11/37		7,280,000		7,688,022
Lennar Corp.,
5.500%, 09/01/14		1,900,000		1,520,000
5.600%, 05/31/15		2,740,000		2,157,750
6.500%, 04/15/16		2,340,000		1,872,000
Lowe’s Companies, Inc.,
5.500%, 10/15/35		175,000		160,040
6.650%, 09/15/37		6,420,000		7,001,941
6.875%, 02/15/28		500,000		525,428
Lubrizol Corp., 6.500%, 10/01/34		16,940,000		15,013,736
Lucent Technologies, Inc.,
6.450%, 03/15/29		4,335,000		2,460,112
6.500%, 01/15/28		305,000		170,800

The accompanying notes are an integral part of these financial statements.

9

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
Industrial - 46.2% (continued)
Marks & Spencer Group PLC, 7.125%, 12/01/37 (a)	$	4,725,000		$	3,497,856
Masco Corp., 5.850%, 03/15/17		8,150,000			6,510,236
Missouri Pacific Railroad Co., 5.000%, 01/01/45		825,000			412,500
Motorola, Inc.,
5.220%, 10/01/97		895,000			398,721
6.500%, 09/01/25		1,345,000			941,500
6.500%, 11/15/28		1,430,000			972,400
8.000%, 11/01/11		1,075,000			1,082,200
New England Telephone & Telegraph Co., 7.875%, 11/15/29		2,390,000			2,453,925
Newmont Mining Corp., 5.875%, 04/01/35		11,660,000			10,887,642
News America, Inc.,
6.150%, 03/01/37		4,075,000			3,456,134
6.200%, 12/15/34		3,440,000			2,936,714
6.400%, 12/15/35		5,820,000			5,093,868
Nextel Communications, Inc.,
5.950%, 03/15/14		18,220,000			14,348,250
6.875%, 10/31/13		20,000			16,550
7.375%, 08/01/15		3,775,000			3,010,562
NGPL Pipeco LLC, 7.119%, 12/15/17 (a)		21,980,000			23,039,524
Northwest Airlines, Inc., 8.028%, 11/01/17		8,777,514	2		5,617,609
ONEOK Partners, L.P., 6.650%, 10/01/36		2,650,000			2,443,324
Owens & Minor, Inc., 6.350%, 04/15/16		1,355,000			1,185,647
Owens Corning, Inc.,
6.500%, 12/01/16		2,655,000			2,327,275
7.000%, 12/01/36		4,990,000			3,536,568
Panhandle Eastern Pipe Line Co., L.P.,
6.200%, 11/01/17		5,520,000			5,321,346
7.000%, 06/15/18		26,505,000			26,905,596
PF Export Rec Master Trust, 6.436%, 06/01/15 (a)		484,164			489,005
Plains All American Pipeline L.P.,
6.125%, 01/15/17		2,770,000			2,670,948
6.500%, 05/01/18		8,975,000			9,081,910
6.650%, 01/15/37		5,960,000			5,529,396
Pulte Homes, Inc.,
Senior Notes, 5.200%, 02/15/15		3,165,000			2,642,775
6.000%, 02/15/35		10,320,000			6,708,000
6.375%, 05/15/33		4,670,000			3,082,200
Qantas Airways, Ltd., 6.050%, 04/15/16 (a)		11,800,000			10,659,565
Questar Market Resources, Inc., 6.800%, 04/01/18		27,465,000			25,878,208
Qwest Capital Funding, Inc.,
6.500%, 11/15/18		620,000			477,400
7.625%, 08/03/21		2,135,000			1,633,275

The accompanying notes are an integral part of these financial statements.

10

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount			Value
Industrial - 46.2% (continued)
Qwest Corp.,
6.500%, 06/01/17		$	155,000		$	136,400
6.875%, 09/15/33			7,209,000			5,262,570
7.200%, 11/10/26			435,000			328,425
7.250%, 09/15/25			1,085,000			830,025
7.250%, 10/15/35			2,165,000			1,569,625
7.500%, 06/15/23			839,000			667,005
Reynolds American, Inc.,
6.750%, 06/15/17			8,170,000			7,628,354
7.250%, 06/15/37			2,000,000			1,651,108
Samsung Electronics Co., Ltd., 7.700%, 10/01/27 (a)			4,180,000			4,235,418
Simon Property Group, L.P., 5.750%, 12/01/15			445,000			409,837
Southern Natural Gas Co., 5.900%, 04/01/17 (a)			4,765,000			4,614,931
Sprint Capital Corp., 6.875%, 11/15/28			27,000			19,170
Sprint Nextel Corp., 6.000%, 12/01/16			48,000			39,240
Talisman Energy, Inc.,
5.850%, 02/01/37			3,674,000			3,135,899
6.250%, 02/01/38			3,635,000			3,273,943
Teck Cominco Ltd., 7.000%, 09/15/12			1,000,000			987,500
Telecom Italia Capital S.p.A.,
6.000%, 09/30/34			3,210,000			2,711,188
6.375%, 11/15/33			3,170,000			2,817,353
Telekom Malaysia Berhad, 7.875%, 08/01/25 (a)			250,000			274,380
TELUS Corp., 4.950%, 03/15/17	CAD		7,115,000			6,039,385
Tennessee Gas Pipeline Co., 7.000%, 10/15/28			1,605,000			1,529,427
Texas Eastern Transmission, L.P., 6.000%, 09/15/17 (a)			3,000,000			2,995,848
Time Warner, Inc., 6.500%, 11/15/36			3,360,000			2,942,349
Toro Co., The, 6.625%, 05/01/37			6,810,000			4,949,413
Transocean, Inc., 7.375%, 04/15/18			500,000			552,866
U.S. Steel Corp.,
6.050%, 06/01/17			2,115,000			1,803,871
6.650%, 06/01/37			3,595,000			2,716,116
7.000%, 02/01/18			22,850,000			19,850,640
Union Pacific Corp., 5.375%, 06/01/33			2,525,000			2,209,484
United Airlines, Inc., 6.636%, 07/02/22			17,354,410	2		13,015,807
UnitedHealth Group, Inc.,
5.800%, 03/15/36			13,506,000			10,924,409
6.500%, 06/15/37			310,000			268,782
6.625%, 11/15/37			1,540,000			1,380,762
USG Corp., 6.300%, 11/15/16			1,410,000			1,043,400
V.F. Corp., 6.450%, 11/01/37			9,334,000			8,857,565
Vale Overseas Ltd., 6.875%, 11/01/36			3,665,000			3,479,936

The accompanying notes are an integral part of these financial statements.

11

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Industrial - 46.2% (continued)
Verizon Global Funding Corp., 5.850%, 09/15/35	$	8,900,000	$	8,277,881
Verizon Maryland, Inc., 5.125%, 06/15/33		1,055,000		781,632
Verizon New York, Inc., Series B, 7.375%, 04/01/32		3,090,000		3,010,538
Viacom, Inc., 6.875%, 04/30/36		4,160,000		3,832,645
Vondafone Group PLC, 6.150%, 02/27/37		13,185,000		12,972,075
Watson Pharmaceuticals, Inc., Convertible 1.750%, 03/15/23		515,000		507,919
Weatherford International, Inc., 6.500%, 08/01/36		1,565,000		1,416,311
Wellpoint, Inc., 6.375%, 06/15/37		13,650,000		12,515,398
Western Union Co., 6.200%, 11/17/36		12,735,000		12,000,585
Weyerhaeuser Co., 6.875%, 12/15/33		12,890,000		8,783,349
White Pine Hydro LLC,
6.310%, 07/10/17 (a) 5		1,700,000		1,442,776
6.960%, 07/10/37 (a)		1,645,000		1,169,000
Williams Co., Inc., Series A, 7.500%, 01/15/31		1,000,000		880,000
XTO Energy, Inc., 6.100%, 04/01/36		190,000		184,141
Total Industrial				946,235,315
Utility - 10.5%
Abu Dhabi National Energy Co., 7.250%, 08/01/18 (a)		21,130,000		21,099,256
Ameren Energy Generating Co., 7.000%, 04/15/18		22,700,000		20,462,733
Baltimore Gas & Electric Co., 5.200%, 06/15/33		1,470,000		1,221,999
Bruce Mansfield Unit 1 2, 6.850%, 06/01/34		10,675,000		9,399,803
Cleveland Electric Illuminating Co., The, 5.950%, 12/15/36		15,645,000		13,630,487
Commonwealth Edison Co., 5.875%, 02/01/33		5,000,000		4,792,035
Constellation Energy Group, Inc., 4.550%, 06/15/15		1,675,000		1,451,803
Dominion Resources, Inc., 5.950%, 06/15/35		740,000		705,899
Empresa Nacional de Electricidad, 7.875%, 02/01/27		2,900,000		3,062,478
Illinois Power Co., 6.250%, 04/01/18		26,000,000		24,622,779
ITC Holdings Corp.,
5.875%, 09/30/16 (a)		2,410,000		2,281,222
6.375%, 09/30/36 (a)		3,605,000		3,023,240
Mackinaw Power LLC, 6.296%, 10/31/23 (a)		9,647,621		7,954,560
Methanex Corp., 6.000%, 08/15/15		3,825,000		2,944,168
MidAmerican Energy Holdings Co.,
6.125%, 04/01/36		2,305,000		2,278,442
6.500%, 09/15/37		6,450,000		6,694,094
NiSource Finance Corp.,
6.150%, 03/01/13		1,250,000		1,242,536
6.400%, 03/15/18		27,910,000		25,607,230
6.800%, 01/15/19		11,625,000		10,893,706
ONEOK, Inc., 6.000%, 06/15/35		9,210,000		7,719,629
Southwestern Electric Power Co., 6.450%, 01/15/19		39,195,000		39,972,863

The accompanying notes are an integral part of these financial statements.

12

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description		Principal Amount			Value
Utility - 10.5% (continued)
Tenaga Nasional Berhad, 7.500%, 11/01/25 (a)		$	2,000,000		$	2,040,738
Toledo Edison Co., 6.150%, 05/15/37			2,390,000			2,249,743
Total Utility						215,351,443
Total Corporate Bonds (cost $1,729,621,123)						1,546,382,616
Foreign Government Obligations - 5.0%
Alberta, Province of, Series CS, Sinking Fund, 5.930%, 09/16/16	CAD		145,994			138,912
Brazil, Republic of,
10.250%, 01/10/28	BRL		5,750,000			2,890,406
12.500%, 01/05/22	BRL		5,160,000	2		2,922,991
Canadian Government,
2.750%, 12/01/10	CAD		7,940,000			7,014,560
3.750%, 09/01/11	CAD		4,160,000			3,755,248
3.750%, 06/01/12	CAD		12,235,000			11,084,554
5.250%, 06/01/12	CAD		7,870,000			7,415,114
5.750%, 06/01/33	CAD		2,145,000			2,344,830
European Investment Bank,
4.600%, 01/30/37 (a)	CAD		7,270,000			5,492,049
6.507%, 03/10/21 4	AUD		5,000,000			1,905,266
7.000%, 01/18/12	NZD		4,746,000			3,227,467
11.250%, 02/14/13	BRL		13,490,000			7,161,851
11.505%, 04/24/13 (a) 4	IDR		50,074,770,000			3,200,959
Inter-American Development Bank,
6.000%, 12/15/17	NZD		4,215,000			2,645,683
11.037%, 05/20/13 4	IDR		45,580,000,000			2,940,429
Series EMTN, 12.542%, 09/23/13 4	IDR		33,430,000,000			2,080,307
International Bank for Reconstruction & Development,
Series GDIF, 1.430%, 03/05/14	SGD		5,800,000			3,865,085
9.500%, 05/27/10	ISK		179,000,000			1,408,094
Mexican Bonos, Series M 10, 7.250%, 12/15/16	MXN		31,000,000			2,261,747
Mexican Fixed Rate Bonds, 8.000%, 12/07/23	MXN		141,360,000			10,315,713
Mexican Government, 9.000%, 12/20/12	MXN		26,900,000			2,196,451
New South Wales Treasury Corp., Series 10RG, 7.000%, 12/01/10	AUD		10,320,000			8,676,717
Province of Manitoba Canada, 6.360%, 09/01/15	NZD		5,000,000			3,104,674
Queensland Treasury Corp., 7.125%, 09/18/17 (a)	NZD		7,500,000			4,933,012
Total Foreign Government Obligations (cost $111,510,248)						102,982,119
Municipal Bonds - 1.7%
Alabama Public School & College Authority, Capital Improvement Bond, 4.500%, 12/01/26			600,000			575,484
Buckeye Tobacco Settlement Financing Authority, Asset-A-2, 5.875%, 06/01/47			5,035,000			2,842,258
Chicago Illinois Board of Education, Dedicated-Series B, 4.750%, 12/01/31			1,040,000			978,120
Chicago Illinois O’Hare International Airport Revenue Bond, Series A, 4.500%, 01/01/38			315,000			277,899
District of Columbia, Series A, 4.750%, 06/01/36			600,000			534,984

The accompanying notes are an integral part of these financial statements.

13

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount		Value
Municipal Bonds - 1.7% (continued)
Florida State Turnpike Authority, Revenue Bond, Department of Transportation, Series A, 3.500%, 07/01/27	$	600,000	$	470,244
Green Bay Wisconsin, Water System Revenue Refunding Bonds, 3.500%, 11/01/26 (FSA Insured)		410,000		350,808
Green Bay Wisconsin, Water System Revenue Refunding Bonds, 3.500%, 11/01/29 (FSA Insured)		445,000		360,913
Grosse Pointe Michigan Public School System, 3.000%, 05/01/27		365,000		280,229
Harris County Texas, Road Bonds, Series B, 4.500%, 10/01/31		1,715,000		1,645,028
JEA Florida Water & Sewer System Revenue Bond, Series B, 4.750%, 10/01/41		955,000		853,932
Louisianna State, Series C, 3.250%, 05/01/26 (FSA Insured)		605,000		447,827
Massachusetts State School Building Authdedicated Sales Tax Revenue Bond, Series A, 4.750%, 08/15/32		600,000		581,154
Michigan Tobacco Settlement Financial Authority Series A, 7.309%, 06/01/34		3,075,000		2,048,965
Omaha Public Power District (Nebraska), Electric System Subordinated Revenue Bonds, Series AA, 4.500%, 02/01/34		1,505,000		1,406,949
San Diego California Unified School District, Refunding Bonds, Election 1998, Series F-1, 4.500%, 07/01/29		630,000		574,497
San Jose California Redevelopment Agency Tax Allocation, Series C, 3.750%, 08/01/28		765,000		528,745
San Jose Redevelopment Agency, 3.750%, 08/01/28		280,000		209,314
State of California (AMBAC Insured), 4.500%, 08/01/27		950,000		768,806
State of California (AMBAC Insured), 4.500%, 08/01/30		770,000		601,770
State of California, 4.500%, 10/01/29		2,655,000		2,094,184
State of California, 4.500%, 08/01/30		665,000		519,711
State of California, Variable Purpose Bond, 3.250%, 12/01/27		495,000		318,226
State of California, Variable Purpose Bond, 4.500%, 12/01/33		2,330,000		1,768,656
Tobacco Settlement Financing Corp., VA, 6.706%, 06/01/46		21,620,000		13,376,944
University of California Regents Medical Center, Series A, 4.750%, 05/15/31		165,000		157,012
Wisconsin Housing & Economic Development Authority, Revenue Bonds, Series E, 4.900%, 11/01/35		155,000		138,657
Total Municipal Bonds (cost $46,559,549)				34,711,316
Asset-Backed Securities - 4.2%
ARG Funding Corp., Series 2005-2A, Class A5, 2.639%, 05/20/11 (07/20/09) (a) 6		14,830,000		13,867,121
Capital One Auto Finance Trust 2006-C A4, 0.349%, 05/15/13 (07/15/09) 6		14,765,000		13,512,286
Chase Issuance Trust, Series 2007-B1, Class B1, 0.569%, 04/15/19 (07/15/09) 6		17,040,000		11,859,077
Chase Issuance Trust, Series 2005-C1, Class C1, 0.689%, 11/15/12 (07/15/09) 6		1,175,000		1,134,301
CITEC, Series 2008-VT1, Class A3, 6.590%, 12/22/14		7,270,000		7,332,252
Citibank Credit Card Issuance Trust, Series 2008-C6, Class C6, 6.300%, 06/20/14		15,450,000		14,599,756
Community Program Loan Trust, Series 87-A, Class A4, 4.500%, 10/01/18		80,446		80,419
Community Program Loan Trust, Series 87-A, Class A5, 4.500%, 04/01/29		3,225,000		2,864,700
MBNA Credit Card Master Note Trust, Series 2005-B2, Class B, 0.499%, 12/17/12 (07/15/09) 6		10,405,000		10,146,247
MBNA, Series 2002-C1, Class C1, 6.800%, 07/15/14		6,911,000		6,716,180
Merrill Auto Trust Securitization, Series 2008-1, Class B, 6.750%, 04/15/15		4,035,000		3,454,644
Total Asset-Backed Securities (cost $87,844,402)				85,566,983

The accompanying notes are an integral part of these financial statements.

14

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description	Principal Amount			Value
U.S. Government and Agency Obligations - 1.3%
U.S. Government - 1.0%
USTN, 3.125%, 05/15/19	$	20,000,000	2	$	19,343,800
Federal Home Loan Mortgage Corporation - 0.0%#
FHLMC, Gold, 5.000%, 12/01/31		147,608			151,136
Federal National Mortgage Association - 0.3%
FNMA, 4.000%, 10/01/18		3,449,134			3,527,099
FNMA, 4.000%, 10/01/18		3,227,050			3,299,995
FNMA, 6.000%, 07/01/29		14,522			15,357
Total Federal National Mortgage Association					6,842,451
Total U.S. Government and Agency Obligations (cost $25,771,780)					26,337,387
Mortgage-Backed Securities - 0.2%
Bank of America-First Union, Series 2001, 5.464%, 04/11/37		1,500,000			1,509,867
Credit Suisse Mortgage Capital, Series 2007-C5, Class A4, 5.695%, 09/15/40 7		1,704,000			1,170,067
CS First Boston Mortgage Securities Corp., Series 2005-7, Class 3A1, 5.000%, 08/25/20		2,590,719			2,188,348
JP Morgan Chase Commercial Mortgage, Series 2007-LD11, Class A4, 6.007%, 06/15/49 7		305,000			232,909
Total Mortgage-Backed Securities (cost $5,035,617)					5,101,191
	Shares
Preferred Stocks - 0.9%
Bank of America Corp., 6.375%		20,000			326,200
Bank of America Corp., 7.250%, Series L		7,808	2		6,527,723
CIT Group, Inc., The, Series C, 8.750%		2,500			43,650
Comcast Corp. Series B, 7.000%		207,547	2		4,742,449
Entergy New Orleans, Inc., 4.750%		482			33,740
Entergy New Orleans, Inc., 5.560%		100			8,075
FHLMC, Series F, 5.000%*		15,400			21,560
FHLMC, Series K, 5.790%*		45,200			56,500
FHLMC, Series O, 5.810%*		15,850			26,945
FHLMC, Series P, 6.000%*		19,800			26,532
FHLMC, Series R, 5.700%*		24,500			33,075
FHLMC, Series T, 6.420%*		14,300			22,880
FHLMC, Series U, 5.900%*		35,100			28,080
FHLMC, Series V, 5.570%*		307,950			283,314
FHLMC, Series W, 5.660%*		70,700			63,630
FHLMC, Series Y, 6.550%*		67,825			55,616
FHLMC, Series Z, 8.375%*		605,747			739,011
FNMA, Series H, 5.810%*		9,050			13,846
FNMA, Series I, 5.375%*		21,500			36,980
FNMA, Series L, 5.125%*		28,100			41,307
FNMA, Series M, 4.750%*		30,700			46,664
FNMA, Series Q, 6.750%*		13,950			16,740
FNMA, Series S, 8.250%*		1,125,850			1,508,639
Newell Financial Trust I, 5.250%		90,628			2,395,978

The accompanying notes are an integral part of these financial statements.

15

Managers Bond Fund

Schedule of Portfolio Investments (continued)

Security Description	Shares		Value
Preferred Stocks - 0.9% (continued)
Preferred Blocker, Inc. 9.000% (a)	1,560		$	670,898
SLM Corp., 6.000%	41,250	2		614,625
Sovereign Capital Trust IV, 4.375%	34,236			714,676
Wisconsin Electric Power Co., 3.600%	3,946			232,814
Total Preferred Stocks (cost $68,576,358)				19,332,147
Short-Term Investments - 9.1%1
BNY Institutional Cash Reserves Fund, Series A, 0.06%3	39,754,571			39,754,571
BNY Institutional Cash Reserves Fund, Series B*3,9	1,652,054			243,678
Dreyfus Cash Management Fund, Institutional Class Shares, 0.44%10	129,329,791			129,329,791
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.48%10	16,137,739			16,137,739
Total Short-Term Investments (cost $186,874,155)				185,465,779
Total Investments - 97.9% (cost $2,261,793,232)				2,005,879,538
Other Assets, less Liabilities - 2.1%				42,062,039
Net Assets - 100.0%			$	2,047,941,577

The following footnotes and abbreviations should be read in conjunction with the Schedule of Portfolio Investments.

Based on the cost of investments of $2,262,271,000 for Federal income tax purposes at June 30, 2009, the aggregate gross unrealized appreciation and depreciation were $19,608,477 and $275,999,939, respectively, resulting in a net unrealized depreciation of investments of $256,391,462.

* Non-income producing security.

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2009, the value of these securities amounted to $206,665,976 or 10.1% of net assets.

¹ Yield shown for an investment company represents the June 30, 2009, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

² Some or all of these shares were out on loan to various brokers as of June 30, 2009, amounting to $41,321,779 or 2.0% of net assets.

³ Collateral received from brokers for securities lending was invested in these short-term investments.

⁴ Represents yield to maturity at June 30, 2009.

⁵ Security is illiquid: A security not readily convertible into cash such as a stock, bond or commodity that is not actively traded, and would be difficult to sell in a current sale. The Fund may not invest more than 15% of its net assets in illiquid securities. All securities are valued by an independent pricing agent or broker. Illiquid securities at June 30, 2009 amounted to $4,906,958 or 0.24% of net assets.

⁶ Floating Rate Security. The rate listed is as of June 30, 2009. Date in parentheses represents the security’s next coupon rate reset.

⁷ Variable Rate Security. The rate listed is as of June 30, 2009 and is periodically reset subject to terms and conditions set forth in the debenture.

⁸ Security is in default. Issuer has failed to make a timely payment of either principal or interest or has failed to comply with some provision of the bond indenture.

⁹ On September 12, 2008, The Bank of New York Mellon (“BNYM”) established a separate sleeve of the BNY Institutional Cash Reserves Fund (“ICRF”) (Series B) to hold certain Lehman Brothers floating rate notes. The Fund’s position in Series B is being marked to market daily.

¹⁰ The Fund’s investments in Dreyfus Cash Management Fund and JPMorgan Liquid Assets Money Market Fund are covered under the U.S. Treasury Temporary Money Market Fund Guarantee Program up to a maximum of $18,257,748 and $16,146,303, respectively.

# Rounds to less than 0.1%.

Investments Definitions and Abbreviations:

AMBAC:	American Municipal Bond Assurance Corp.
EMTN:	European Medium Term Note
FHLMC:	Federal Home Loan Mortgage Corp.
FNMA:	Federal National Mortgage Association
FSA:	Financial Security Assurance
GMAC:	General Motors Acceptance Corp.
MTN:	Medium Term Note
USTN:	United States Treasury Note

Abbreviations have been used throughout the portfolios to indicate amounts shown in currencies other than the U.S. dollar (USD):

AUD:	Australian Dollar
BRL:	Brazilian Real
CAD:	Canadian Dollar
EUR:	euro
GBP:	British Pound
IDR:	Indonesian Rupiah
ISK:	Icelandic Krona
MXN:	Mexican Peso
NZD:	New Zealand Dollar
SGD:	Singapore Dollar
THB:	Thailand Baht

The accompanying notes are an integral part of these financial statements.

16

Managers Bond Fund

Statement of Assets and Liabilities

June 30, 2009 (unaudited)

Assets:
Investments at value (including securities on loan valued at $41,321,779)*	$	2,005,879,538
Foreign currency**		135,596
Receivable for investments sold		2,645,717
Receivable for Fund shares sold		59,128,723
Dividends, interest and other receivables		30,592,265
Prepaid expenses		125,784
Total assets		2,098,507,623
Liabilities:
Payable to Custodian		489,748
Payable for Fund shares repurchased		6,936,148
Payable upon return of securities loaned		41,406,625
Accrued expenses:
Investment advisory and management fees		804,306
Administrative fees		401,708
Other		527,511
Total liabilities		50,566,046
Net Assets	$	2,047,941,577
Shares outstanding		93,012,912
Net asset value, offering and redemption price per share	$	22.02
Net Assets Represent:
Paid-in capital	$	2,369,044,317
Undistributed net investment income		2,502,308
Accumulated net realized loss from investments and foreign currency transactions		(67,894,745	)
Net unrealized depreciation of investments and foreign currency contracts and translations		(255,710,303	)
Net Assets	$	2,047,941,577
*       Investments at cost	$	2,261,793,232
**     Foreign currency at cost	$	138,385

The accompanying notes are an integral part of these financial statements.

17

Managers Bond Fund

Statement of Operations

For the six months ended June 30, 2009 (unaudited)

Investment Income:
Interest income	$	72,976,350
Dividend income		350,005
Securities lending fees		17,518
Total investment income		73,343,873
Expenses:
Investment management fees		5,787,154
Administrative fees		2,314,862
Transfer agent		1,428,099
Professional fees		248,724
Custodian		177,986
Reports to shareholders		170,240
Registration fees		60,646
Trustees fees and expenses		90,714
Miscellaneous		60,481
Total expenses before offsets		10,338,906
Expense waiver		(3,995	)
Expense reimbursement		(1,166,684	)
Expense reductions		(5,370	)
Net expenses		9,162,857
Net investment income		64,181,016
Net Realized and Unrealized Gain (Loss):
Net realized loss on investment transactions		(52,612,611	)
Net realized loss on foreign currency contracts and transactions		(1,064,961	)
Net unrealized appreciation of investments		249,132,529
Net unrealized appreciation of foreign currency contracts and translations		10,557,974
Net realized and unrealized gain		206,012,931
Net increase in net assets resulting from operations	$	270,193,947

The accompanying notes are an integral part of these financial statements.

18

Managers Bond Fund

Statement of Changes in Net Assets

For the six months ended June 30, 2009 (unaudited) and for the year ended December 31, 2008

	2009			2008
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	64,181,016		$	136,714,173
Net realized gain (loss) on investments and foreign currency transactions		(53,677,572	)		10,641,730
Net unrealized appreciation (depreciation) of investments and foreign currency translations		259,690,503			(572,492,152	)
Net increase (decrease) in net assets resulting from operations		270,193,947			(425,136,249	)
Distributions to Shareholders:
From net investment income		(60,871,492	)		(136,203,930	)
From net realized gain on investments		—			(27,020,555	)
Total distributions to shareholders		(60,871,492	)		(163,224,485	)
From Capital Share Transactions:
Proceeds from sale of shares		380,312,608			1,260,249,492
Reinvestment of dividends and distributions		56,038,121			152,445,157
Cost of shares repurchased		(486,650,763	)		(958,305,334	)
Net increase (decrease) from capital share transactions		(50,300,034	)		454,389,315
Total increase (decrease) in net assets		159,022,421			(133,971,419	)
Net Assets:
Beginning of period		1,888,919,156			2,022,890,575
End of period	$	2,047,941,577		$	1,888,919,156
End of period undistributed net investment income (loss)	$	2,502,308			($807,216	)
Share Transactions:
Sale of shares		18,476,560			52,689,979
Reinvested shares		2,776,002			6,912,748
Shares repurchased		(24,363,680	)		(43,303,058	)
Net increase (decrease) in shares		(3,111,118	)		16,299,669

The accompanying notes are an integral part of these financial statements.

19

Financial Highlights

For a share outstanding throughout each period

Managers Bond Fund	For the six months ended June 30, 2009 (unaudited)			For the year ended December 31,
				2008			2007			2006			2005			2004
Net Asset Value, Beginning of Period	$	19.65		$	25.34		$	24.84		$	24.11		$	24.58		$	24.58
Income from Investment Operations:
Net investment income		0.70			1.42	5		1.22	5		1.08			0.88			0.80
Net realized and unrealized gain (loss) on investments		2.33			(5.42	)5		0.49	5		0.75			(0.32	)		0.30
Total from investment operations		3.03			(4.00	)		1.71			1.83			0.56			1.10
Less Distributions to Shareholders from:
Net investment income		(0.66	)		(1.41	)		(1.21	)		(1.10	)		(0.88	)		(0.93	)
Net realized gain on investments		—			(0.28	)		(0.00	)4		—			(0.15	)		(0.17	)
Total distributions to shareholders		(0.66	)		(1.69	)		(1.21	)		(1.10	)		(1.03	)		(1.10	)
Net Asset Value, End of Period	$	22.02		$	19.65		$	25.34		$	24.84		$	24.11		$	24.58
Total Return 1		15.77	%6		(16.31	)%		7.06	%		7.79	%3		2.29	%		5.14	%
Ratio of net expenses to average net assets		0.99	%7		0.99	%		0.99	%		0.99	%		0.99	%		0.99	%
Ratio of net investment income to average net assets 1		6.93	%7		6.10	%		4.91	%		4.52	%		3.36	%		3.65	%
Portfolio turnover		3	%6		39	%		21	%		46	%		26	%		16	%
Net assets at end of period (000’s omitted)	$	2,047,942		$	1,888,919		$	2,022,891		$	906,776		$	426,448		$	259,210
Ratios absent expense offsets: 2
Ratio of total expenses to average net assets		1.12	%7		1.10	%		0.99	%		1.02	%		1.02	%		1.06	%
Ratio of net investment income to average net assets		6.80	%7		5.99	%		4.91	%		4.49	%		3.33	%		3.58	%

¹ Total returns and net investment income would have been lower had certain expenses not been reduced. (See Note 1(c) to the Notes to Financial Statements.)

² Excludes the impact of expense reimbursement and expense offsets such as brokerage credits, but includes non-reimbursable expenses, if any, such as interest and taxes. (See Note 1(c) to the Notes to Financial Statements.)

³ The Total Return is based on the Financial Statement Net Asset Values as shown above.

⁴ Rounds to less than $0.01.

⁵ Per share numbers have been calculated using average shares.

⁶ Not Annualized.

⁷ Annualized.

20

Notes to Financial Statements

June 30, 2009 (unaudited)

1. Summary of Significant Accounting Policies

The Managers Funds (the “Trust”) is an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust is comprised of a number of different funds, each having distinct investment management objectives, strategies, risks and policies. Included in this report is the Managers Bond Fund (“the Fund”).

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

a. Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Fund’s investments are generally valued based on market quotations provided by the third party pricing services approved by the Board of Trustees of the Fund. Under certain circumstances, the value of certain Fund investments may be based on an evaluation of its fair value, pursuant to procedures established by and under the general supervision of the Board of Trustees of the Fund. The Fund may use the fair value of a portfolio security to calculate its NAV when, for example, (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time as of which the Fund calculates its NAV, (4) a security’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (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 the 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 portfolio investments. The 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 Fund’s fair value procedures.

Fixed-income securities are valued based on valuations furnished by independent pricing services that utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Futures contracts for which market quotations are readily available are valued at the settlement price as of the close of the futures exchange. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between securities and yield to maturity in determining value. Securities (including derivatives) for which market quotations are not readily available are valued at fair value, as determined in good faith, and pursuant to procedures adopted by the Board of Trustees of the Trust. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

21

Notes to Financial Statements (continued)

In April 2009, Statement of Financial Accounting Standards Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions that are not Orderly” (“FSP FAS 157-4”) was issued and is effective for interim and annual reporting periods ending after June 15, 2009. FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with FAS 157 when the volume and level of activity for the asset or liability have significantly decreased. Additionally, FSP FAS 157-4 requires quantitative disclosures about fair value measurements separately for each major category of assets and liabilities.

The three-tier hierarchy of inputs is summarized below:

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk)

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2009:

	Level 1		Level 2		Level 3	Total
Managers Bond
Corporate Bonds
Finance		—	$	384,795,858	—	$	384,795,858
Industrial		—		946,235,315	—		946,235,315
Utility		—		215,351,443	—		215,351,443
Foreign Government Obligations		—		102,982,119	—		102,982,119
Municipal Bonds		—		34,711,316	—		34,711,316
Asset-Backed Securities		—		85,566,983	—		85,566,983
U.S. Government and Agency Obligations
U.S. Government		—		19,343,800	—		19,343,800
Federal Home Loan Mortgage Corporation		—		151,136	—		151,136
Federal National Mortgage Association		—		6,842,451	—		6,842,451
Mortgage-Backed Securities		—		5,101,191	—		5,101,191
Preferred Stocks	$	19,332,147		—	—		19,332,147
Short-Term Investments		145,467,530		39,998,249	—		185,465,779
Total Investments		164,799,677		1,841,079,861	—		2,005,879,538
Other Financial Instruments*		—		—	—		—
Totals	$	164,799,677	$	1,841,079,861	—	$	2,005,879,538

* Other financial instruments are derivative instruments not reflected in the Schedule of Portfolio Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation of the instrument.

In March 2008, Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) was issued and is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why a fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect a fund’s results of operations and financial position. For the six months ended June 30, 2009, the Fund did not engage in any derivative activity. Therefore, no additional disclosure is required.

22

Notes to Financial Statements (continued)

b. Security Transactions

Security transactions are accounted for as of the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. Investment Income and Expenses

Dividend income is recorded on the ex-dividend date except certain dividends from foreign securities where the ex-dividend date may have passed. These dividends are recorded as soon as the Trust is informed of the ex-dividend date. Dividend income on foreign securities is recorded net of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund and certain Fund level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund.

The Fund has a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”), the Fund’s custodian, whereby the Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custody expenses that would otherwise be charged to the Fund. For the six months ended June 30, 2009, the custodian expense was not reduced.

Overdrafts will cause a reduction of any earnings credits, computed at 2% above the effective Federal Funds rate on the day of the overdraft. For the six months ended June 30, 2009, the Fund had no overdraft fees.

The Trust also has a balance credit arrangement with its Transfer Agent, PNC Global Investment Servicing (U.S.) Inc., whereby earnings credits are used to offset banking charges and other out-of-pocket expenses. For the six months ended June 30, 2009, the transfer agent expense was reduced by $5,370.

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments the Fund has made in the JPMorgan Liquid Assets Portfolio. For the six months ended June 30, 2009, the management fee was reduced by $3,995.

Total returns and net investment income for the Fund would have been lower had certain expenses not been offset. Total expenses before offsets exclude the impact of expense reimbursements or fee waivers and expense offsets such as brokerage recapture credits, but include non-reimburseable expenses if any, such as interest and taxes.

d. Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared and paid monthly. Distributions of capital gains, if any, will be made annually in December and when required for Federal excise tax purposes. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for losses deferred due to wash sales, REITS, equalization accounting for tax purposes, foreign currency, options, futures and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

e. Federal Taxes

The Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for Federal income or excise tax is included in the accompanying financial statements.

Additionally, based on the Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2005-2008), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. The Fund is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

f. Capital Loss Carryovers

As of December 31, 2008, the Fund had no accumulated net realized capital loss carryover from securities transactions for Federal income tax purposes.

g. Capital Stock

The Trust’s Declaration of Trust authorizes for each series the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. Dividends and distributions to shareholders are recorded on the ex-dividend date.

At June 30, 2009, certain unaffiliated shareholders of record, specifically omnibus accounts, individually held greater than 10% of the outstanding shares of the Fund as follows: three collectively own 47%. Transactions by these shareholders may have a material impact on the Fund.

23

Notes to Financial Statements (continued)

h. Foreign Currency Translation

The books and records of the Fund are maintained in U.S. dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based on currency exchange rates prevailing on the respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holdings of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions and forward foreign currency exchange contracts; and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

The Fund does not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

2. Agreements and Transactions with Affiliates

The Trust has entered into an Investment Management Agreement under which the Investment Manager, an independently managed subsidiary of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration. The Investment Manager selects subadvisors for the Fund (subject to Trustee approval) and monitors each subadvisor’s investment programs and results. The Fund’s investment portfolio is managed by a portfolio manager who serves pursuant to a Subadvisory Agreement with the Investment Manager.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the six months ended June 30, 2009, the annual investment management fee rate, as a percentage of average daily net assets, was 0.625%.

The Trust has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all aspects of managing the Fund’s operations, including administration and shareholder services to the Fund, its shareholders, and certain institutions, such as bank trust departments, broker-dealers and registered investment advisers, that advise or act as an intermediary with the Fund’s shareholders. The Fund pays a fee to the Administrator at the rate of 0.25% per annum of the Fund’s average daily net assets for this service.

The Investment Manager has contractually agreed, through at least May 1, 2010, to waive fees and pay or reimburse expenses to the extent that the total annual operating expenses (exclusive of brokerage costs, acquired fund fees and expenses, interest, taxes and extraordinary expenses) of the Fund exceed 0.99% of the Fund’s average daily net assets.

The Fund is obligated to repay the Investment Manager such amounts waived, paid or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Fund’s total operating expenses in any such future year to exceed that Fund’s respective expense cap. For the six months ended June 30, 2009, the Fund made no such repayments to the Investment Manager. At December 31, 2008, the cumulative amount of expense reimbursement by the Investment Manager subject to repayment by the Fund equaled $3,811,049.

The aggregate annual retainer paid to each Independent Trustee is $65,000, plus $4,000 or $2,500 for each regular or special meeting attended, respectively. The Trustees’ fees and expenses are allocated amongst all of the Funds for which the Investment Manager serves as the advisor (the “Managers Funds”) based on the relative net assets of such Funds. The Independent Chairman of the Trusts receives an additional payment of $15,000 per year. The Chairman of the Audit Committee receives an additional payment of $5,000 per year. The “Trustees fees and expenses” shown in the financial statements represents the Fund’s allocated portion of the total fees and expenses paid by the Fund and other affiliated funds in the Managers Funds.

The Fund is distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the principal underwriter for the Fund. MDI is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of the Fund will be continuously offered and will be sold by brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. MDI bears all the expenses of providing services pursuant to the Underwriting Agreement, including the payment of the expenses relating to the distribution of Prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

3. Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term securities, for the six months ended June 30, 2009, were $50,801,927 and $241,840,115, respectively. Purchases and sales of U.S. Government securities for the six months ended June 30, 2009, were $19,064779 and $630,000, respectively.

4. Portfolio Securities Loaned

The Fund may participate in a securities lending program offered by BNYM, providing for the lending of securities to qualified brokers. Securities lending fees include earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the program, and the Fund, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and/or government securities and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent

24

Notes to Financial Statements (continued)

that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Collateral received in the form of cash is invested temporarily in the BNY Institutional Cash Reserves Fund (the “ICRF”), or other short-term investments as defined in the Securities Lending Agreement with BNYM.

In September of 2008, BNYM advised the Investment Manager that the ICRF had exposure to certain defaulted debt obligations, and that BNYM had established a separate sleeve of the ICRF to hold these securities. The net impact of this position is not material to the Fund. The Fund’s position in the separate sleeve of the ICRF Fund is included in the Schedule of Portfolio Investments and the unrealized loss on such investment is included in Net Unrealized Depreciation on the Statement of Assets and Liabilities and the Statement of Operations.

5. Commitments and Contingencies

In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

6. Risks Associated with Collateralized Mortgage Obligations (“CMOs”)

The net asset value of the Fund may be sensitive to interest rate fluctuations because the Fund may hold several instruments, including CMOs and other derivatives, whose values can be significantly impacted by interest rate movements. CMOs are obligations collateralized by a portfolio of mortgages or mortgage-related securities. Payments of principal and interest on the mortgage are passed through to the holder of the CMOs on the same schedule as they are received, although certain classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages.

Therefore, the investment in CMOs may be subject to a greater or lesser risk of prepayment than other types of mortgage-related securities. CMOs may have a fixed or variable rate of interest.

7. Forward Commitments

Certain transactions, such as futures and forward transactions, dollar roll agreements, or purchases of when-issued or delayed delivery securities may have a similar effect on the Fund’s net asset value as if the Fund had created a degree of leverage in its portfolio. However, if the Fund enters into such a transaction, the Fund will establish a segregated account with its custodian in which it will maintain cash, U.S. government securities or other liquid securities equal in value to its obligations in respect to such transaction. Securities and other assets held in the segregated account may not be sold while the transaction is outstanding, unless other suitable assets are substituted.

8. Forward Foreign Currency Contracts

The Fund may invest in forward foreign currency exchange contracts to manage currency exposure. These investments may involve greater market risk than the amounts disclosed in the Fund’s financial statements.

A forward foreign currency exchange contract is an agreement between a Fund and another party to buy or sell a currency at a set price at a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily, and the change in market value is recorded as an unrealized gain or loss. Gain or loss on the purchase or sale of contracts having the same settlement date, amount and counterparty is realized on the date of offset, otherwise gain or loss is realized on the settlement date.

The Fund may invest in non-U.S. dollar denominated instruments subject to limitations, and enter into forward foreign currency exchange contracts to facilitate transactions in foreign securities and to protect against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

25

Annual Renewal of Investment Advisory Agreement (unaudited)

On June 4-5, 2009, the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for the Managers Bond Fund (the “Fund”) and the Subadvisory Agreement for the Subadvisor of the Fund. The Independent Trustees were separately represented by independent counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and the Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (the “Peer Group”), performance information for the relevant benchmark index (the “Fund Benchmark”) and, with respect to the Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 4-5, 2009, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisor under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreement; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

Nature, extent and quality of services.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager relating to the performance of its duties with respect to the Fund and the Trustees’ familiarity with the Investment Manager’s management through Board meetings, discussions and reports. In the course of their deliberations regarding the Investment Management Agreement, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Fund; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadvisor; (c) the Investment Manager’s ability to supervise the Fund’s other service providers; and (d) the Investment Manager’s compliance programs. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and to maintain a contractual expense limitation for the Fund.

The Trustees also reviewed information relating to the Subadvisor’s operations and personnel and the investment philosophy, strategies and techniques (the “Investment Strategy”) used in managing the Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding the Subadvisor’s organizational and management structure and the Subadvisor’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individual or individuals at the Subadvisor with portfolio management responsibility for the Fund, including the information set forth in the Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by the Subadvisor in the past; (b) the qualifications and experience of the Subadvisor’s personnel; and (c) the Subadvisor’s compliance programs. The Trustees also took into account the financial condition of the Subadvisor with respect to its ability to provide the services required under the Subadvisory Agreement.

Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2009 was below, below, below and above, respectively, the median performance of the Peer Group and below the performance of the Fund Benchmark, the Barclays Capital U.S. Government/Credit Index, for each period. The Board took into account management’s discussion of the Fund’s more recent performance. In this regard, the Trustees noted that the Fund had outperformed the Fund Benchmark and ranked near the top of the Peer Group upon entering 2008 and has performed well in year-to-date 2009. The Trustees also noted that the Fund’s 10-year performance has been competitive relative to the Peer Group. The Trustees concluded that the Fund’s performance has been satisfactory in light of all factors considered.

As noted above, the Board considered the Fund’s performance during relevant time periods as compared to the Fund’s Peer Group and considered the Subadvisor’s performance as compared to an appropriate peer group of managed accounts and noted that the Board reviews on a quarterly basis detailed information about the Fund’s performance results, portfolio composition and Investment Strategies. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadvisor. The Board was mindful of the Investment Manager’s attention to monitoring the Subadvisor’s performance with respect to the Fund and its discussions with management regarding the factors that contributed to the performance of the Fund.

Advisory Fees and Profitability.

In considering the reasonableness of the advisory fee charged by the Investment Manager for managing the Fund, the Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadvisor and, therefore,

26

Annual Renewal of Investment Advisory Agreement (continued)

that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a “manager-of-managers” complex of mutual funds. The Trustees concluded that, in light of the additional high quality supervisory services provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by the Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain an expense limitation for the Fund.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect, received by the Investment Manager and its affiliates attributable to managing the Fund and all the mutual funds in the Managers Family of Funds, the cost of providing such services and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also noted the current and potential asset levels of the Fund and the willingness of the Investment Manager to waive fees and pay expenses for the Fund from time to time as a means of limiting the total expenses of the Fund. The Trustees also considered the current asset level of the Fund, including the effect on assets attributable to the economic and market conditions over the past year, and considered the impact on profitability of the current asset level and any future growth of assets of the Fund. The Board took into account management’s discussion of the current advisory fee structure. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for the Fund at this time. With respect to economies of scale, the Trustees also noted that as the Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.

The Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2009 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2010, to limit the Fund’s net annual operating expenses to 0.99%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory fees are reasonable.

Subadvisory Fees and Profitability.

In considering the reasonableness of the fee payable by the Investment Manager to the Subadvisor, the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Subadvisor is not affiliated with the Investment Manager. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. Accordingly, the cost of services to be provided by the Subadvisor and the profitability to the Subadvisor of its relationship with the Fund were not material factors in the Trustees’ deliberations. For similar reasons, and based on the current size of the portion of the Fund managed by the Subadvisor, the Trustees concluded that any economies of scale being realized by the Subadvisor was not a material factor in the Trustees’ deliberations at this time.

* * * *

After consideration of the foregoing, the Trustees also reached the following conclusions regarding the Investment Management Agreement and the Subadvisory Agreement, in addition to those conclusions discussed above: (a) the Investment Manager and the Subadvisor have demonstrated that they possess the capability and resources to perform the duties required of them under the Investment Management Agreement and the Subadvisory Agreement; (b) the Subadvisor’s Investment Strategy is appropriate for pursuing the Fund’s investment objectives; (c) the Subadvisor is reasonably likely to execute its Investment Strategy consistently over time; and (d) the Investment Manager and the Subadvisor maintain appropriate compliance programs.

Based on all of the above-mentioned factors and related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and the Subadvisory Agreement would be in the best interests of the Fund and its shareholders. Accordingly, on June 4-5, 2009, the Trustees, including a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for the Fund’s Subadvisor.

27

Investment Manager and Administrator

Managers Investment Group LLC

333 W. Wacker Drive

Suite 1200

Chicago, IL 60606

(800) 835-3879

Distributor

Managers Investment Group LLC

333 W. Wacker Drive

Suite 1200

Chicago, IL 60606

(800) 835-3879

Custodian

The Bank of New York Mellon

2 Hanson Place

Brooklyn, New York 11217

Legal Counsel

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110-2624

Transfer Agent

PNC Global Investment Servicing (U.S.) Inc.

Attn: Managers

P.O. Box 9769

Providence, Rhode Island 02940

(800) 548-4539

Trustees

Jack W. Aber

William E. Chapman, II

Nathaniel Dalton

Edward J. Kaier

Steven J. Paggioli

Eric Rakowski

Thomas R. Schneeweis

John H. Streur

For Managers Choice Only

Managers

c/o PNC Global Investment Servicing (U.S.) Inc.

P.O. Box 61204

King of Prussia, Pennsylvania 19406-0851

(800) 358-7668

MANAGERS AND MANAGERS AMG FUNDS

EQUITY FUNDS

EMERGING MARKETS EQUITY

Rexiter Capital Management Limited

Schroder Investment Management North America Inc.

ESSEX GROWTH

ESSEX LARGE CAP GROWTH

ESSEX SMALL/MICRO CAP GROWTH

Essex Investment Management Co., LLC

FQ TAX-MANAGED U.S. EQUITY

FQ U.S. EQUITY

First Quadrant, L.P.

GW&K SMALL CAP EQUITY

Gannett Welsh & Kotler, LLC

INSTITUTIONAL MICRO-CAP

MICRO-CAP

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

OFI Institutional Asset Management, Inc.

Next Century Growth Investors LLC

INTERNATIONAL EQUITY

AllianceBernstein L.P.

Lazard Asset Management, LLC

Martin Currie Inc.

CHICAGO EQUITY PARTNERS

MID-CAP

Chicago Equity Partners, LLC

REAL ESTATE SECURITIES

Urdang Securities Management, Inc.

RENAISSANCE LARGE CAP GROWTH

Renaissance Group LLC

SKYLINE SPECIAL EQUITIES

PORTFOLIO

Skyline Asset Management, L.P.

SMALL CAP

TIMESSQUARE MID CAP GROWTH

TIMESSQUARE SMALL CAP GROWTH

TimesSquare Capital Management, LLC

SPECIAL EQUITY

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

SYSTEMATIC VALUE

SYSTEMATIC MID CAP VALUE

Systematic Financial Management, L.P.

BALANCED FUNDS

CHICAGO EQUITY PARTNERS BALANCED

Chicago Equity Partners, LLC

GLOBAL

AllianceBernstein L.P.

First Quadrant, L.P.

Wellington Management Company, LLP

ALTERNATIVE FUNDS

FQ GLOBAL ALTERNATIVES

First Quadrant, L.P.

INCOME FUNDS

BOND (MANAGERS)

FIXED INCOME

GLOBAL BOND

Loomis, Sayles & Co., L.P.

BOND (MANAGERS FREMONT)

Pacific Investment Management Co. LLC

CALIFORNIA INTERMEDIATE TAX-FREE

Miller Tabak Asset Management LLC

GW&K MUNICIPAL BOND

GW&K MUNICIPAL ENHANCED YIELD

Gannett Welsh & Kotler, LLC

HIGH YIELD

J.P. Morgan Investment Management LLC

INTERMEDIATE DURATION GOVERNMENT

SHORT DURATION GOVERNMENT

Smith Breeden Associates, Inc.

MONEY MARKET

JPMorgan Investment Advisors Inc.

This report is prepared for the Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by Managers Distributors, Inc., member FINRA.

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) Web site at www.sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.

www.managersinvest.com

SEMI-ANNUAL REPORT

Managers Funds

June 30, 2009

Managers Special Equity Fund

SAR006-0609

Managers Special Equity Fund

Semi-Annual Report — June 30, 2009 (unaudited)

TABLE OF CONTENTS

	Page
ABOUT YOUR FUND’S EXPENSES	1
FUND PERFORMANCE	2
FUND SNAPSHOTS AND SCHEDULE OF PORTFOLIO INVESTMENTS	3
FINANCIAL STATEMENTS:
Statement of Assets and Liabilities	9
Fund’s balance sheet, net asset value (NAV) per share computation and cumulative undistributed amount
Statement of Operations	10
Detail of sources of income, Fund expenses, and realized and unrealized gains (losses) during the period
Statement of Changes in Net Assets	11
Detail of changes in Fund assets for the past two periods
FINANCIAL HIGHLIGHTS	12
Historical net asset values per share, distributions, total returns, expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL STATEMENTS	13
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT ADVISORY AGREEMENT	17

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the Managers Family of Funds. Such offering is made only by Prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended June 30, 2009	Expense Ratio for the Period		Beginning Account Value 01/01/2009		Ending Account Value 06/30/2009		Expenses Paid During the Period*
Managers Special Equity Fund - Managers Shares
Based on Actual Fund Return	1.61	%	$	1,000	$	1,072	$	8.27
Based on Hypothetical 5% Annual Return	1.61	%	$	1,000	$	1,017	$	8.05
Managers Special Equity Fund - Institutional Shares
Based on Actual Fund Return	1.36	%	$	1,000	$	1,073	$	6.99
Based on Hypothetical 5% Annual Return	1.36	%	$	1,000	$	1,018	$	6.80

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365.

1

Managers Special Equity Fund Performance

All periods ended June 30, 2009 (unaudited)

The table below shows the average annual total returns from June 30, 1999 through June 30, 2009 of the Special Equity Fund, the Russell 2000^® Index and the Russell 2000^® Growth Index for the same time periods.

	Average Annual Total Returns1
Managers Special Equity Fund 2	Six Months		One Year		Five Years		Ten Years		Inception Date
Managers Class	7.17	%	(30.48	)%	(5.22	)%	0.97	%	6/1/1984
Institutional Class	7.30	%	(30.31	)%	(5.01	)%	N/A		5/3/2004
Russell 2000® Growth Index	11.36	%	(24.85	)%	(1.32	)%	(0.89	)%
Russell 2000® Index	2.64	%	(25.01	)%	(1.71	)%	2.38	%

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and the principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For performance information through the most recent month end please call (800) 835-3879 or visit our Web site at www.managersinvest.com.

In choosing a Fund, investors should carefully consider the amount they plan to invest, their investment objectives, the Fund’s investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit www.managersinvest.com for a free prospectus. Read it carefully before investing or sending money. Distributed by Managers Distributors, Inc., member FINRA.

The Fund is subject to risks associated with investments in small capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

The Russell 2000^® Index was the Fund’s prior benchmark. Effective May 26, 2009, the Investment Manager changed the benchmark to the Russell 2000^® Growth Index because it determined that the Russell 2000^® Growth Index more accurately reflects the Fund’s investments. The Russell 2000^® Index is composed of the 2,000 smallest stocks in the Russell 3000^® Index and is widely regarded in the industry as the premier measure of small-cap stock performance. The Russell 2000^® Growth Index measures the performance of the Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Indexes are unmanaged, are not available for investment, and reflect no deduction for fees and expenses.

The Russell 2000^® Index and Russell 2000^® Growth Index are trademarks of Russell Investments. Russell^® is a trademark of Russell Investments.

¹ Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of June 30, 2009. All returns are in U.S. dollars($).

² From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

Not FDIC insured, nor bank guaranteed. May lose value.

2

Managers Special Equity Fund

Fund Snapshots

June 30, 2009 (unaudited)

Portfolio Breakdown

Industry	Managers Special Equity Fund **		Russell 2000® Growth Index		Russell 2000® Index
Information Technology	29.7	%	27.8	%	19.7	%
Consumer Discretionary	20.1	%	15.0	%	13.0	%
Health Care	15.8	%	24.7	%	15.1	%
Industrials	13.5	%	14.9	%	16.0	%
Financials	6.8	%	5.8	%	19.5	%
Energy	6.3	%	3.5	%	4.5	%
Consumer Staples	3.2	%	4.0	%	3.5	%
Materials	2.9	%	2.1	%	3.8	%
Telecommunication Services	1.1	%	2.0	%	1.3	%
Utilities	0.1	%	0.2	%	3.6	%
Other Assets and Liabilities	0.5	%	0.0	%	0.0	%

** As a percentage of net assets

Top Ten Holdings

Security Name	Percentage of Net Assets
Starent Networks Corp.	1.5	%
HMS Holdings Corp.*	1.5
99 Cents Only Stores	1.5
NetLogic Microsystems, Inc.	1.4
Monolithic Power Systems, Inc.	1.2
Concur Technologies, Inc.	1.2
athenahealth, Inc.	1.1
Rackspace Hosting, Inc.	1.1
Chico’s FAS, Inc.	1.0
Gymboree Corp.	0.9
Top Ten as a Group	12.4	%

* Top Ten Holding at December 31, 2008

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

3

Managers Special Equity Fund

Schedule of Portfolio Investments

June 30, 2009 (unaudited)

	Shares		Value
Common Stocks - 99.5%
Consumer Discretionary - 20.1%
99 Cents Only Stores*	353,034		$	4,794,203
Aaron Rents, Inc.	46,394	2		1,383,469
Aeropostale, Inc.*	38,085			1,305,173
American Eagle Outfitters, Inc.	74,500			1,055,665
American Public Education, Inc.*	20,442			809,708
America’s Car-Mart, Inc.*	41,476			850,258
Ameristar Casinos, Inc.	31,900			607,057
Barnes & Noble, Inc.	6,420			132,445
BJ’s Restaurants, Inc.*	58,840			992,631
Blue Nile, Inc.*	5,746	2		247,021
Brink’s Home Security Holdings, Inc.*	7,691			217,732
Buckle, Inc., The	53,262	2		1,692,134
California Pizza Kitchen, Inc.*	58,546			778,076
Capella Education Co.*	12,895			773,055
Career Education Corp.*	9,143			227,569
Carter’s, Inc.*	37,822			930,799
Cato Corporation, The, Class A	45,896			800,426
CEC Entertainment, Inc.*	15,756			464,487
Cheesecake Factory, Inc., The*	59,478			1,028,969
Chico’s FAS, Inc.*	312,789			3,043,438
Children’s Place Retail Stores, Inc., The*	24,245			640,795
Chipotle Mexican Grill, Inc.*	9,700	2		776,000
Chipotle Mexican Grill, Inc., Class B*	8,130			567,393
Citi Trends, Inc.*	32,618			844,154
Corinthian Colleges, Inc.*	55,480			939,276
Cracker Barrel Old Country Store, Inc.	27,147			757,401
Ctrip.com International, Ltd.	30,400			1,407,520
Dick’s Sporting Goods, Inc.*	12,218			210,150
DineEquity, Inc.	17,500	2		545,825
Domino’s Pizza, Inc.*	77,074			577,284
Dress Barn, Inc., The*	54,007			772,300
Fossil, Inc.*	57,656			1,388,356
Group 1 Automotive, Inc.	84,501			2,198,716
Gymboree Corp.*	84,901			3,012,288
hhgregg, Inc.*	33,738			511,468
Hibbett Sports, Inc.*	26,298			473,364
Home Inns & Hotels Management Inc., ADR*	39,188	2		622,697
J. Crew Group, Inc.*	31,305			845,861
Jos. A. Bank Clothiers, Inc.*	29,335	2		1,010,884
K12, Inc.*	37,079			799,052
Lincoln Educational Services Corp.*	21,667			453,490
Lululemon Athletica, Inc.*	70,485	2		918,420
Lumber Liquidators, Inc.*	44,900	2		707,624
Men’s Wearhouse, Inc.	30,300			581,154
Monro Muffler Brake, Inc.	40,670			1,045,626
Netflix, Inc.*	7,073	2		292,398
P.F. Chang’s China Bistro, Inc.*	38,713	2		1,241,139
Panera Bread Co., Class A*	16,640			829,670
Papa John’s International, Inc.*	42,961			1,065,003
Penn National Gaming, Inc.*	14,200			413,362
PetMed Express, Inc.*	66,036			992,521
Polaris Industries, Inc.	18,900	2		607,068
Steven Madden, Ltd.*	101,181			2,575,057
Strayer Education, Inc.	3,729	2		813,332
Tempur-Pedic International, Inc.	56,100	2		733,227
Texas Roadhouse, Inc., Class A*	210,242			2,293,740
Timberland Co.*	33,724			447,517
Tractor Supply Co.*	12,500			516,500
True Religion Apparel, Inc.*	30,683			684,231
Tupperware Brands Corp.	46,092			1,199,314
Under Armour, Inc., Class A*	10,100	2		226,038
Universal Electronics, Inc.*	28,000			564,760
Warnaco Group, Inc., The*	46,107			1,493,867
Westport Innovations, Inc.*	110,160			891,194
WMS Industries, Inc.*	37,790			1,190,763
Total Consumer Discretionary				63,812,114
Consumer Staples - 3.2%
American Italian Pasta Co.*	22,400	2		652,736
Bare Escentuals, Inc.*	50,200			445,274
Calavo Growers, Inc.	21,646			429,240
Casey’s General Stores, Inc.	36,617			940,691
Diamond Foods, Inc.	1,076			30,020
Green Mountain Coffee Roasters, Inc.*	17,241	2		1,019,288
Hansen Natural Corp.*	3,300			101,706
Lancaster Colony Corp.	32,244			1,420,993
Lance, Inc.	35,777			827,522
Nu Skin Enterprises, Inc., Class A	64,692			989,788
Prestige Brands Holdings, Inc.*	78,500			482,775
TreeHouse Foods, Inc.*	87,640			2,521,403
Zhongpin, Inc.*	33,081			342,719
Total Consumer Staples				10,204,155

The accompanying notes are an integral part of these financial statements.

4

Managers Special Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Energy - 6.3%
Arena Resources, Inc.*	84,490		$	2,691,006
CARBO Ceramics, Inc.	16,995	2		581,229
Clean Energy Fuels Corp.*	107,800	2		928,158
Core Laboratories, N.V.	30,310	2		2,641,516
Dril-Quip, Inc.*	16,200			617,220
EXCO Resources, Inc.*	143,815			1,858,090
Goodrich Petroleum Corp.*	92,500			2,274,575
Gulfport Energy Corp.*	75,800			519,230
Matrix Service Co.*	86,900			997,612
Oceaneering International, Inc.*	46,346			2,094,839
Parker Drilling, Co.*	105,100			456,134
Quicksilver Resources, Inc.*	50,100	2		465,429
Rosetta Resources, Inc.*	183,143			1,602,501
Superior Energy Services, Inc.*	74,344			1,283,921
Willbros Group, Inc.*	44,000			550,440
World Fuel Services Corp.	7,953			327,902
Total Energy				19,889,802
Financials - 6.8%
Amtrust Financial Services, Inc.	632			7,205
BOK Financial Corp.	41,012			1,544,922
Broadpoint Gleacher Securities, Inc.*	61,900			345,402
Calamos Asset Management, Inc. - A	69,033			974,056
eHealth, Inc.*	35,516			627,213
E-House China Holdings, Ltd., ADR*	52,200			805,968
First Cash Financial Services, Inc.*	37,740			661,205
GFI Group, Inc.	135,765			915,056
Greenhill & Co., Inc.	7,170	2		517,746
Horace Mann Educators Corp.	55,900			557,323
KBW, Inc.*	29,300			842,668
Lazard, Ltd., Class A	55,895			1,504,693
Life Partners Holdings, Inc.	18,398			260,884
Pinnacle Financial Partners, Inc.*	110,184			1,467,651
PS Business Parks, Inc.	9,300			450,492
Signature Bank*	78,950			2,141,124
Stifel Financial Corp.*	15,200			730,968
SVB Financial Group*	97,975	2		2,666,879
Texas Capital Bancshares, Inc.*	166,565			2,576,760
Tower Group, Inc.	23,600			584,808
UMB Financial Corp.	16,700			634,767
World Acceptance Corp.*	42,107	2		838,350
Total Financials				21,656,140
Health Care - 15.8%
Acorda Therapeutics, Inc.*	47,889			1,349,991
Air Methods Corp.*	11,437			312,916
Alexion Pharmaceuticals, Inc.*	25,100			1,032,112
Align Technology, Inc.*	58,947			624,838
Allos Therapeutics, Inc.*	66,400			550,456
Amedisys, Inc.*	24,024			793,272
American Medical Systems Holdings, Inc.*	104,841			1,656,488
AMERIGROUP Corp.*	30,600			821,610
AMN Healthcare Services, Inc.*	84,900			541,662
AmSurg Corp.*	17,000			364,480
athenahealth, Inc.*	94,657			3,503,256
Bruker BioSciences Corp.*	55,479			513,736
CardioNet, Inc.*	17,587			287,020
Catalyst Health Solutions, Inc.*	31,500			785,610
Chemed Corp.	30,625			1,209,075
Conceptus, Inc.*	49,079			829,435
Crucell N.V., ADR*	27,200			654,432
Cyberonics, Inc.*	43,946			730,822
DexCom, Inc.*	145,791			902,446
Eclipsys Corp.*	34,893			620,398
Emergency Medical Services Corp., Class A*	6,935			255,347
Eurand N.V.*	82,200			1,068,600
Genoptix, Inc.*	27,506			879,917
Gentiva Health Services, Inc.*	57,397			944,755
Haemonetics Corp.*	8,646			492,822
HMS Holdings Corp.*	117,743			4,794,495
ICON PLC*	51,975			1,121,620
Illumina, Inc.*	27,361	2		1,065,437
Insulet Corp.*	85,700	2		659,890
Kensey Nash Corp.*	24,320			637,427
LHC Group, Inc.*	55,927			1,242,139
Martek Biosciences Corp.*	28,800			609,120
Masimo Corp.*	55,990			1,349,919
Matrixx Initiatives, Inc.*	45,334			253,417
MedAssets, Inc.*	36,103			702,203
Medicis Pharmaceutical Corp.	43,800			714,816
Medidata Solutions, Inc.*	25,900			424,242
Noven Pharmaceuticals, Inc.*	115,247			1,648,032
NuVasive, Inc.*	23,770	2		1,060,142
Odyssey HealthCare, Inc.*	54,400			559,232
Owens & Minor, Inc.	13,300			582,806

The accompanying notes are an integral part of these financial statements.

5

Managers Special Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Health Care - 15.8% (continued)
PAREXEL International Corp.*	69,117		$	993,902
PDL BioPharma, Inc.	67,200			530,880
Pharmerica Corp.*	28,045			550,523
Phase Forward, Inc.*	41,014			619,722
Savient Pharmaceuticals, Inc.*	37,900	2		525,294
Somanetics Corp.*	60,060			991,591
Steris Corp.	17,500			456,400
Sun Healthcare Group, Inc.*	69,354			585,348
SXC Health Solutions Corp.*	81,410			2,069,442
Thoratec Corp.*	66,551			1,782,236
United Therapeutics Corp.*	5,900	2		491,647
Valeant Pharmaceuticals International*	29,500	2		758,740
Vanda Pharmaceuticals, Inc.*	46,596	2		548,435
Total Health Care				50,054,593
Industrials - 13.5%
Acuity Brands, Inc.	19,200	2		538,560
Allegiant Travel Co.*	12,983	2		514,646
American Reprographics Co.*	56,100			466,752
American Science & Engineering, Inc.	6,900			476,928
American Superconductor Corp.*	48,619			1,276,249
Applied Signal Technology, Inc.	66,298			1,691,262
Badger Meter, Inc.	20,886			856,326
BE Aerospace, Inc.*	172,592			2,478,421
Beacon Roofing Supply, Inc.*	112,297			1,623,815
Bucyrus International, Inc.	74,080			2,115,725
Chart Industries, Inc.*	32,143			584,360
Colfax Corp.*	52,634			406,334
Copa Holdings, S.A., Class A	12,700			518,414
Copart, Inc.*	42,960			1,489,423
CRA International, Inc.*	19,900			552,424
Cubic Corp.	23,487			840,600
Deluxe Corp.	45,500			582,855
DigitalGlobe, Inc.*	11,200			215,040
Duoyuan Global Water, Inc., ADR*	34,700	2		842,516
DynCorp International, Inc.*	73,268			1,230,170
EMCOR Group, Inc.*	26,100			525,132
Energy Conversion Devices, Inc.*	11,258	2		159,301
Energy Recovery, Inc.*	75,000			531,000
EnerNOC, Inc.*	78,089			1,692,189
EnerSys*	158,260			2,878,748
Exponent, Inc.*	18,895			463,116
Force Protection, Inc.*	19,603			173,291
FTI Consulting, Inc.*	16,300			826,736
Geo Group, Inc., The*	52,885			982,603
Harbin Electric, Inc.*	46,700	2		730,388
II-VI, Inc.*	19,381			429,677
Kforce, Inc.*	19,946			164,953
Marten Transport, Ltd.*	27,800			577,128
Michael Baker Corp.*	15,000			635,400
Middleby Corp., The*	10,000			439,200
MYR Group, Inc.*	46,307			936,328
Nordson Corp.	34,403			1,330,020
Old Dominion Freight Line, Inc.*	26,274			882,018
Orion Marine Group, Inc.*	139,639			2,653,141
Powell Industries, Inc.*	14,985			555,494
RBC Bearings, Inc.*	13,600			278,120
Resources Connection, Inc.*	22,700			389,759
Ritchie Bros. Auctioneers, Inc.	27,790			651,676
SunPower Corp., Class B*	4,281			102,530
Suntech Power Holdings Co., Ltd.*	22,100	2		394,706
Tetra Technologies, Inc.*	12,336			353,426
Triumph Group, Inc.	59,900			2,396,000
Wabtec Corp.	32,010			1,029,762
Watson Wyatt & Co.	10,100			379,053
Total Industrials				42,841,715
Information Technology - 29.7%
3PAR, Inc.*	98,482			1,221,177
ACI Worldwide, Inc.*	54,071			754,831
Acxiom Corp.	102,223			902,629
Advent Software, Inc.*	27,242			893,265
Anadigics, Inc.*	167,800			703,082
Arcsight, Inc.*	50,276			893,405
Ariba, Inc.*	193,880			1,907,779
Arris Group, Inc.*	68,601			834,188
Aruba Networks, Inc.*	211,990			1,852,793
AsiaInfo Holdings, Inc.*	66,865			1,150,747
Atheros Communications, Inc.*	39,981			769,234
Bankrate, Inc.*	12,398			312,926
Benchmark Electronics, Inc.*	40,800			587,520
Broadridge Financial Solutions, Inc.	37,400			620,092
CACI International, Inc., Class A*	37,746			1,612,132
Cavium Networks, Inc.*	53,275			895,553
Changyou.com, ADR*	5,800			223,126
Ciena Corp.*	49,774	2		515,161

The accompanying notes are an integral part of these financial statements.

6

Managers Special Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 29.7% (continued)
Concur Technologies, Inc.*	119,030		$	3,699,451
Constant Contact, Inc.*	51,284	2		1,017,475
CSG Systems International, Inc.*	89,988			1,191,441
CyberSource Corp.*	34,890			533,817
DG FastChannel, Inc.*	101,630			1,859,829
Digital River, Inc.*	18,500			671,920
Diodes, Inc.*	51,700			808,588
Equinix, Inc.*	38,010			2,764,847
F5 Networks, Inc.*	26,555			918,537
Global Cash Access Holdings, Inc.*	115,539			919,690
GSI Commerce, Inc.*	55,000			783,750
Infinera Corp.*	15,684			143,195
Informatica Corp.*	89,730			1,542,459
InterDigital, Inc.*	15,500	2		378,820
IPG Photonics Corp.*	34,573			379,266
Itron, Inc.*	11,700			644,319
J2 Global Communications, Inc.*	56,227			1,268,481
Knot, Inc., The*	63,083			497,094
Longtop Financial Technologies, Ltd. - ADR*	27,622			678,396
Macrovision Solutions Corp.*	118,080			2,575,325
ManTech International Corp., Class A*	13,000			559,520
MercadoLibre, Inc.*	30,700			825,216
Monolithic Power Systems, Inc.*	167,195			3,746,839
Multi-Fineline Electronix, Inc.*	29,800			637,720
Net 1 UEPS Technologies, Inc.*	29,800			404,982
Netezza Corp.*	69,699			579,896
NetLogic Microsystems, Inc.*	121,298			4,422,524
NetSuite, Inc.*	56,653			669,072
Neutral Tandem, Inc.*	45,635			1,347,145
NICE Systems, Ltd.*	14,084			324,918
NVE Corp.*	8,749			425,201
OpenTable, Inc.*	26,800	2		808,556
OSI Systems, Inc.*	44,341			924,510
Palm, Inc.*	45,300	2		750,621
Pegasystems, Inc.	34,823			918,631
PMC - Sierra, Inc.*	91,149			725,546
Power Integrations, Inc.	8,492			202,025
Rackspace Hosting, Inc.*	241,407			3,345,901
RightNow Technologies, Inc.*	77,871			918,878
Riverbed Technology, Inc.*	80,077			1,856,986
Rosetta Stone, Inc.*	10,018	2		274,894
S1 Corp.*	188,490			1,300,581
ScanSource, Inc.*	16,918			414,829
Semtech Corp.*	21,126			336,115
Silicon Laboratories, Inc.*	33,400			1,267,196
Skyworks Solutions, Inc.*	243,268			2,379,161
Sohu.com, Inc.*	10,500			659,715
Solera Holdings, Inc.*	87,700			2,227,580
Starent Networks Corp.*	200,181	2		4,886,417
STEC, Inc.*	30,572	2		708,965
SuccessFactors, Inc.*	70,200	2		644,436
Sybase, Inc.*	24,900			780,366
Synaptics, Inc.*	48,181			1,862,196
Synchronoss Technologies, Inc.*	56,936			698,605
Syntel, Inc.	30,493			958,700
Taleo Corp.*	51,247			936,283
TeleTech Holdings, Inc.*	76,565			1,159,960
Teradyne, Inc.*	92,600	2		635,236
TNS, Inc.*	46,510			872,062
Tyler Technologies, Inc.*	19,888			310,651
ValueClick, Inc.*	48,500			510,220
VistaPrint, Ltd.*	38,304			1,633,666
Vocus, Inc.*	93,201			1,841,652
Websense, Inc.*	59,526			1,061,944
Wright Express Corp.*	60,202			1,533,345
Total Information Technology				94,215,802
Materials - 2.9%
Bway Holding Co.*	58,119			1,018,826
Chemspec International, Ltd., ADR*	71,600			601,440
Commercial Metals Co.	88,380			1,416,731
Intrepid Potash, Inc.*	37,290			1,047,103
Koppers Holdings, Inc.	26,000			685,620
NewMarket Corp.	21,698			1,460,926
Rock-Tenn Co.	14,980			571,637
Schnitzer Steel Industries, Inc.	35,440			1,873,359
Scotts Co., The, Class A	18,200			637,910
Total Materials				9,313,552
Telecommunication Services - 1.1%
Cbeyond, Inc.*	26,300			377,405
Cincinnati Bell, Inc.*	26,179			74,348
NTELOS Holdings Corp.	42,244			778,134
Syniverse Holdings, Inc.*	137,371			2,202,058
Total Telecommunication Services				3,431,945

The accompanying notes are an integral part of these financial statements.

7

Managers Special Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Utilities - 0.1%
ITC Holdings Corp.	8,663	2	$	392,954
Total Common Stocks (cost $280,046,254)				315,812,772
Short-Term Investments - 13.9%1
BNY Institutional Cash Reserves Fund, Series A, 0.06%3	21,769,313			21,769,313
BNY Institutional Cash Reserves Fund, Series B*3,4	2,499,559			368,685
Dreyfus Cash Management Fund, Institutional Class Shares, 0.44%5	22,083,238			22,083,238
Short-Term Investments (cost $46,352,110)				44,221,236
Total Investments - 113.4% (cost $326,398,364)				360,034,008
Other Assets, less Liabilities - (13.4)%				(42,447,955	)
Net Assets - 100.0%			$	317,586,053

Based on the approximate cost of investments of $359,881,628 for Federal income tax purposes at June 30, 2009, the aggregate gross unrealized appreciation and depreciation were $46,456,789 and $46,304,409, respectively, resulting in net unrealized appreciation of investments of $152,380.

* Non-income producing security.

¹ Yield shown for an investment company represents the June 30, 2009, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

² Some or all of these shares were out on loan to various brokers as of June 30, 2009, amounting to a market value of $23,512,271, or approximately 7.4% of net assets.

³ Collateral received from brokers for securities lending was invested in this short-term investment.

⁴ On September 12, 2008, The Bank of New York Mellon (“BNYM”) established a separate sleeve of the BNY Institutional Cash Reserves Fund (“ICRF”) (Series B) to hold certain Lehman Brothers floating rate notes. The Fund’s position in Series B is being marked to market daily.

⁵ The Fund’s investment is covered under the U.S. Treasury Temporary Money Market Fund Guarantee Program up to a maximum of $105,626,374.

Investments Definitions and Abbreviations:

ADR: ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank. The value of the ADR security is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADRs are initiated by the underlying foreign company.

The accompanying notes are an integral part of these financial statements.

8

Managers Special Equity Fund

Statement of Assets and Liabilities

June 30, 2009 (unaudited)

Assets:
Investments at value (including securities on loan valued at $23,512,271)*	$	360,034,008
Receivable for investments sold		19,021,441
Receivable for Fund shares sold		3,489,844
Dividends, interest and other receivables		73,462
Prepaid expenses		46,770
Total assets		382,665,525
Liabilities:
Payable for Fund shares repurchased		31,806,022
Payable upon return of securities loaned		24,268,872
Payable for investments purchased		8,400,927
Accrued expenses:
Investment advisory and management fees		260,112
Administrative fees		72,253
Other		271,286
Total liabilities		65,079,472
Net Assets	$	317,586,053
Managers Shares:
Net Assets	$	257,455,407
Shares outstanding		7,932,494
Net asset value, offering and redemption price per share	$	32.46
Institutional Class Shares:
Net Assets	$	60,130,646
Shares outstanding		1,834,059
Net asset value, offering and redemption price per share	$	32.79
Net Assets Represent:
Paid-in capital	$	662,895,393
Undistributed net investment loss		(1,850,661	)
Accumulated net realized loss from investments		(377,094,323	)
Net unrealized appreciation of investments		33,635,644
Net Assets	$	317,586,053
* Investments at cost	$	326,398,364

The accompanying notes are an integral part of these financial statements.

9

Managers Special Equity Fund

Statement of Operations

For the six months ended June 30, 2009 (unaudited)

Investment Income:
Dividend income	$	718,497
Foreign withholding tax		(3,538	)
Securities lending fees		131,279
Total investment income		846,238
Expenses:
Investment management fees		1,587,139
Administrative fees		440,872
Transfer agent		445,734
Custodian		90,675
Reports to shareholders		77,611
Professional fees		57,448
Registration fees		22,309
Trustees fees and expenses		8,262
Miscellaneous		16,416
Total expenses before offsets		2,746,466
Expense reductions		(49,567	)
Net expenses		2,696,899
Net investment loss		(1,850,661	)
Net Realized and Unrealized Gain (Loss):
Net realized loss on investment transactions		(108,847,886	)
Net unrealized appreciation of investments		127,768,916
Net realized and unrealized gain		18,921,030
Net increase in net assets resulting from operations	$	17,070,369

The accompanying notes are an integral part of these financial statements.

10

Managers Special Equity Fund

Statement of Changes in Net Assets

For the six months ended June 30, 2009 (unaudited) and for the year ended December 31, 2008

	2009			2008
Increase (Decrease) in Net Assets From Operations:
Net investment loss		($1,850,661	)		($5,943,300	)
Net realized loss on investments		(108,847,886	)		(262,909,241	)
Net unrealized appreciation (depreciation) of investments		127,768,916			(299,027,742	)
Net increase (decrease) in net assets resulting from operations		17,070,369			(567,880,283	)
Distributions to Shareholders:
From net realized gain on investments:
Managers Class		—			(60,482,450	)
Institutional Class		—			(14,942,810	)
Total distributions to shareholders		—			(75,425,260	)
From Capital Share Transactions:
Managers Class:
Proceeds from sale of shares		24,081,425			187,952,090
Reinvestment of dividends and distributions		—			56,640,818
Cost of shares repurchased		(133,522,596	)		(997,437,797	)
Net decrease from Managers Class share transactions		(109,441,171	)		(752,844,889	)
Institutional Class:
Proceeds from sale of shares		9,453,313			116,771,071
Reinvestment of dividends and distributions		—			12,946,151
Cost of shares repurchased		(44,041,191	)		(204,449,527	)
Net decrease from Institutional Class share transactions		(34,587,878	)		(74,732,305	)
Net decrease from capital share transactions		(144,029,049	)		(827,577,194	)
Total decrease in net assets		(126,958,680	)		(1,470,882,737	)
Net Assets:
Beginning of period		444,544,733			1,915,427,470
End of period	$	317,586,053		$	444,544,733
End of period undistributed net investment income (loss)		($1,850,661	)		—
Share Transactions:
Managers Class:
Sale of shares		823,953			3,473,798
Reinvested shares from dividends and distribution		—			1,951,786
Shares repurchased		(4,519,512	)		(19,749,465	)
Net decrease in shares		(3,695,559	)		(14,323,881	)
Institutional Class:
Sale of shares		329,443			2,489,353
Reinvested shares from dividends and distribution		—			441,999
Shares repurchased		(1,519,979	)		(3,729,675	)
Net decrease in shares		(1,190,536	)		(798,323	)

The accompanying notes are an integral part of these financial statements.

11

Managers Special Equity Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2009			For the year ended December 31,
	(unaudited)			2008			2007			2006			2005			2004
Managers Class:
Net Asset Value, Beginning of Period	$	30.28		$	64.27		$	82.96		$	86.78		$	90.42		$	78.48
Income from Investment Operations:
Net investment loss		(0.20	)		(0.28	)5		(0.51	)5		(0.14	)5		(0.54	)5		(0.56	)
Net realized and unrealized gain (loss) on investments		2.38			(27.93	)5		0.55	5		9.88	5		4.18	5		12.50
Total from investment operations		2.18			(28.21	)		0.04			9.74			3.64			11.94
Less Distributions to Shareholders from:
Net realized gain on investments		—			(5.78	)		(18.73	)		(13.56	)		(7.28	)		—
Net Asset Value, End of Period	$	32.46		$	30.28		$	64.27		$	82.96		$	86.78		$	90.42
Total Return 1		7.20	%2,6		(43.49	)%		(0.60	)%		11.28	%		4.00	%		15.18	%
Ratio of net expenses to average net assets		1.58	%3		1.48	%		1.43	%		1.42	%		1.40	%		1.40	%
Ratio of net investment loss to average net assets 1		(1.10	)%3		(0.52	)%		(0.59	)%		(0.15	)%		(0.60	)%		(0.69	)%
Portfolio turnover		112	%2		138	%		67	%		76	%		80	%		68	%
Net assets at end of period (000’s omitted)	$	257,455		$	352,106		$	1,668,031		$	2,551,703		$	2,834,314		$	3,415,003
Ratios absent expense offsets: 4
Ratio of total expenses to average net assets		1.61	%3		1.51	%		1.46	%		1.47	%		1.45	%		1.45	%
Ratio of net investment loss to average net assets		(1.13	)%3		(0.55	)%		(0.62	)%		(0.20	)%		(0.65	)%		(0.74	)%

	For the six months ended June 30, 2009			For the year ended December 31,												For the period* ended December 31, 2004
	(unaudited)			2008			2007			2006			2005
Institutional Class:
Net Asset Value, Beginning of Period	$	30.56		$	64.71		$	83.56		$	87.09		$	90.56		$	78.91
Income from Investment Operations:
Net investment income (loss)		(0.16	)		(0.15	)5		(0.32	)5		0.10	5		(0.33	)5		(0.21	)
Net realized and unrealized gain (loss) on investments		2.39			(28.16	)5		0.52	5		9.93	5		4.14	5		11.86
Total from investment operations		2.23			(28.31	)		0.20			10.03			3.81			11.65
Less Distributions to Shareholders from:
Net realized gain on investments		—			(5.84	)		(19.05	)		(13.56	)		(7.28	)		—
Net Asset Value, End of Period	$	32.79		$	30.56		$	64.71		$	83.56		$	87.09		$	90.56
Total Return 1		7.30	%2		(43.35	)%		(0.39	)%		11.56	%6		4.21	%		14.75	%2
Ratio of net expenses to average net assets		1.33	%3		1.23	%		1.20	%		1.18	%		1.20	%		1.20	%3
Ratio of net investment income (loss) to average net assets 1		(0.84	)%3		(0.29	)%		(0.36	)%		0.09	%		(0.56	)%		(0.49	)%3
Portfolio turnover		112	%2		138	%		67	%		76	%		80	%		68	%2
Net assets at end of period (000’s omitted)	$	60,131		$	92,439		$	247,396		$	561,994		$	510,541		$	274,010
Ratios absent expense offsets: 4
Ratio of total expenses to average net assets		1.36	%3		1.26	%		1.23	%		1.23	%		1.25	%		1.26	%3
Ratio of net investment income (loss) to average net assets		(0.87	)%3		(0.32	)%		(0.39	)%		0.04	%		(0.61	)%		(0.55	)%3

* Commencement of operations was May 3, 2004.

¹ Total returns and net investment income would have been lower had certain expenses not been reduced. (See Note 1(c) of Notes to Financial Statements.)

² Not Annualized.

³ Annualized.

⁴ Excludes the impact of fee waivers and expense offsets such as brokerage credits, but includes non-reimbursable expenses, if any, such as interest and taxes. (See Note 1(c) to the Notes to Financial Statements.)

⁵ Per share numbers have been calculated using average shares.

⁶ The Total Return is based on the Financial Statement Net Asset Values as shown above.

12

Managers Special Equity Fund

Notes to Financial Statements

June 30, 2009 (unaudited)

1. Summary of Significant Accounting Policies

The Managers Funds (the “Trust”) is an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust is comprised of a number of different funds, each having distinct investment management objectives, strategies, risks and policies. Included in this report is the Managers Special Equity Fund (“Special Equity” or the “Fund”).

The Fund offers both Managers Class shares and Institutional Class shares. The Institutional Class shares, which are designed primarily for institutional investors that meet certain administrative and servicing criteria, have a minimum investment of $2,500,000. Managers Class shares are offered to all other investors. Each class represents interest in the same assets of the Fund and the classes are identical except for class specific expenses related to shareholder activity.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

a. Valuation of Investments

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Fund’s investments are generally valued based on market quotations provided by third party pricing services approved by the Board of Trustees of the Fund. Under certain circumstances, the value of certain Fund investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board of Trustees of the Fund. The Fund may use the fair value of a portfolio security to calculate its NAV when, for example, (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time as of which the Fund calculates its NAV, (4) a security’s price has remained unchanged over a period of time (often referred to as a “stale price”), or (5) Managers Investment Group LLC (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 the 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 portfolio investments. The 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 Fund’s fair value procedures.

Fixed-income securities are valued based on valuations furnished by independent pricing services that utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Futures contracts for which market quotations are readily available are valued at the settlement price as of the close of the futures exchange. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share except iShares or other ETF’s, which are valued the same as equity securities. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between securities and yield to maturity in determining value. Securities (including derivatives) for which market quotations are not readily available are valued at fair value, as determined in good faith, and pursuant to procedures adopted by the Board of Trustees of the Trust. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that a Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained

13

Managers Special Equity Fund

Notes to Financial Statements (continued)

from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

In April 2009, Statement of Financial Accounting Standards Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions that are not Orderly” (“FSP FAS 157-4”) was issued and is effective for interim and annual reporting periods ending after June 15, 2009. FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with FAS 157 when the volume and level of activity for the asset or liability have significantly decreased. Additionally, FSP FAS 157-4 requires quantitative disclosures about fair value measurements separately for each major category of assets and liabilities.

The three-tier hierarchy of inputs is summarized below:

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk)

Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2009:

	Level 1		Level 2		Level 3	Total
Special Equity
Investments in Securities
Common Stocks
Information Technology	$	94,215,802		—	—	$	94,215,802
Consumer Discretionary		63,812,114		—	—		63,812,114
Health Care		50,054,593		—	—		50,054,593
Industrials		42,841,715		—	—		42,841,715
Financials		21,656,140		—	—		21,656,140
Energy		19,889,802		—	—		19,889,802
Consumer Staples		10,204,155		—	—		10,204,155
Materials		9,313,552		—	—		9,313,552
Telecommunication Services		3,431,945		—	—		3,431,945
Utilities		392,954		—	—		392,954
Short-Term Investments		22,083,238	$	22,137,998	—		44,221,236
Total Investments in Securities		337,896,010		22,137,998	—		360,034,008
Other Financial Instruments*		—		—	—		—
Totals	$	337,896,010	$	22,137,998	—	$	360,034,008

* Other financial instruments are derivative instruments not reflected in the Schedule of Portfolio Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation of the instrument.

14

Managers Special Equity Fund

Notes to Financial Statements (continued)

In March 2008, Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) was issued and is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why a fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect a fund’s results of operations and financial position. For the six months ended June 30, 2009, the Fund did not engage in any derivative activity. Therefore, no additional disclosure is required.

b. Security Transactions

Security transactions are accounted for as of the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. Investment Income and Expenses

Dividend income is recorded on the ex-dividend date except certain dividends from foreign securities where the ex-dividend date may have passed. These dividends are recorded as soon as the Trust is informed of the ex-dividend date. Dividend income on foreign securities is recorded net of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund and certain Fund level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Both classes have equal voting privileges except that each class has exclusive voting rights with respect to its services and/or distribution plan.

The Fund had certain portfolio trades directed to various brokers who paid a portion of the Fund’s expenses. For the six months ended June 30, 2009, under these arrangements the amount by which the Fund’s expenses were reduced and the impact on the expense ratios was as follows: $48,546 or 0.03% annualized.

The Fund has a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”), the Fund’s custodian, whereby the Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left un-invested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custody expenses that would otherwise be charged to the Fund. For the six months ended June 30, 2009, the custodian expense was not reduced.

Overdrafts will cause a reduction of any earnings credits, computed at 2% above the effective Federal Funds rate on the day of the overdraft. For the six months ended June 30, 2009, the Fund incurred overdraft fees of $1,926.

The Trust also has a balance credit arrangement with its Transfer Agent, PNC Global Investment Servicing (U.S.) Inc., whereby earnings credits are used to offset banking charges and other out-of-pocket expenses. For the six months ended June 30, 2009, the transfer agent expense was reduced by $1,021.

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments the Fund has made in the JPMor-gan Liquid Assets Money Market Fund – Capital Share Class. For the six months ended June 30, 2009, the management fee was not reduced.

Total returns and net investment income for the Funds would have been lower had certain expenses not been offset. Total expenses before offsets exclude the impact of expense reimbursements or fee waivers and expense offsets such as brokerage recapture credits, but include non-reimburseable expenses, if any, such as interest and taxes.

d. Dividends and Distributions

Dividends resulting from net investment income, if any, normally will be declared and paid annually. Distributions of capital gains, if any, will be made annually in December and when required for Federal excise tax purposes. Distributions are recorded on the ex-dividend date and are declared separately for each class. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for losses deferred due to wash sales, REITs, equalization accounting for tax purposes, foreign currency, options, futures and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

e. Federal Taxes

The Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for Federal income or excise tax is included in the accompanying financial statements.

Additionally, based on the Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2005-2008), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. The Fund is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

f. Capital Loss Carryovers

As of December 31, 2008, the Fund had accumulated net realized capital loss carryover from securities transactions for Federal income tax purposes of $145,119,718 expiring December 31, 2016.

15

Managers Special Equity Fund

Notes to Financial Statements (continued)

g. Capital Stock

The Trust’s Declaration of Trust authorizes for each series the issuance of an unlimited number of shares of beneficial interest, without par value, for each fund. The Fund records sales and repurchases of its capital stock on the trade date. Dividends and distributions to shareholders are recorded on the ex-dividend date.

At June 30, 2009, certain unaffiliated shareholders, specifically omnibus accounts, individually held greater than 10% of the outstanding shares of the Fund as follows: Managers Class shares – two collectively own 44%; Institutional Class shares – three collectively own 90%. Transactions by these shareholders may have a material impact on the Fund or the class.

2. Agreements and Transactions with Affiliates

The Trust has entered into an Investment Management Agreement under which the Investment Manager, an independently managed subsidiary of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration. The Investment Manager selects subadvisors for the Fund (subject to Trustee approval) and monitors each subadvisor’s investment programs and results. The Fund’s investment portfolio is managed by portfolio managers who serve pursuant to a Subadvisory Agreement with the Investment Manager.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. The annual investment management fee rate, as a percentage of average daily net assets, is 0.90%.

The Trust has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all aspects of managing the Fund’s operations, including administration and shareholder services to the Fund, its shareholders, and certain institutions, such as bank trust departments, broker-dealers and registered investment advisers, that advise or act as an intermediary with the Fund’s shareholders. The Fund pays a fee to the Administrator at the rate of 0.25% per annum of the Fund’s average daily net assets for this service.

The aggregate annual retainer paid to each Independent Trustee is $65,000, plus $4,000 or $2,500 for each regular or special meeting attended, respectively. The Trustees’ fees and expenses are allocated amongst all of the Funds for which the Investment Manager serves as the advisor (the “Managers Funds”) based on the relative net assets of such Funds. The Independent Chairman of the Trusts receives an additional payment of $15,000 per year. The Chairman of the Audit Committee receives an additional payment of $5,000 per year. The “Trustees fees and expenses” shown in the financial statements represents the Fund’s allocated portion of the total fees and expenses paid by the Fund and other affiliated funds in the Managers Funds.

The Fund is distributed by Managers Distributors, Inc. (the “Distributor” or “MDI”), a wholly-owned subsidiary of the Investment Manager. MDI serves as the principal underwriter for the Fund. MDI is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of the Fund will be continuously offered and will be sold by brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. MDI bears all the expenses of providing services pursuant to the Underwriting Agreement, including the payment of the expenses relating to the distribution of Prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

3. Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term securities, for the six months ended June 30, 2009, were $393,302,057 and $532,594,500, respectively. There were no purchases or sales of U.S. Government securities.

4. Portfolio Securities Loaned

The Fund may participate in a securities lending program offered by BNYM, providing for the lending of securities to qualified brokers. Securities lending fees include earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the program, and the Fund, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and/or government securities and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Collateral received in the form of cash is invested temporarily in the BNY Institutional Cash Reserves Fund (the “ICRF”), or other short-term investments as defined in the Securities Lending Agreement with BNYM.

In September of 2008, BNYM advised the Investment Manager that the ICRF had exposure to certain defaulted debt obligations, and that BNYM had established a separate sleeve of the ICRF to hold these securities. The net impact of this position is not material to the Fund. The Fund’s position in the separate sleeve of the ICRF Fund is included in the Schedule of Portfolio Investments and the unrealized loss on such investment is included in Net Unrealized Depreciation on the Statement of Assets and Liabilities and the Statement of Operations.

5. Commitments and Contingencies

In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

16

Annual Renewal of Investment Advisory Agreement (unaudited)

On June 4-5, 2009, the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for the Managers Special Equity Fund (the “Fund”) and the Subadvisory Agreement for each Subadvisor of the Fund, with the exception of Ranger Investment Management, L.P. and Federated MDTA LLC (for purposes of this section, each a “Subadvisor” and “Subadvisory Agreement” and collectively the “Subadvisors” and “Subadvisory Agreements”). The Independent Trustees were separately represented by independent counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and each Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (the “Peer Group”), performance information for the relevant benchmark index (the “Fund Benchmark”) and, with respect to each Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 4-5, 2009, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisors under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

Nature, extent and quality of services.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager relating to the performance of its duties with respect to the Fund and the Trustees’ familiarity with the Investment Manager’s management through Board meetings, discussions and reports. In the course of their deliberations regarding the Investment Management Agreement, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Fund; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadvisors; (c) the Investment Manager’s ability to supervise the Fund’s other service providers; and (d) the Investment Manager’s compliance programs. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement.

The Trustees also reviewed information relating to each Subadvisor’s operations and personnel and the investment philosophy, strategies and techniques (for each Subadvisor, its “Investment Strategy”) used in managing the portion of the Fund for which the Subadvisor has portfolio management responsibility. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding each Subadvisor’s organizational and management structure and each Subadvisor’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individual or individuals at each Subadvisor with portfolio management responsibility for the portion of the Fund managed by the Subadvisor, including the information set forth in the Fund’s prospectus and statement of additional information. The Trustees also noted information provided by the Investment Manager regarding the manner in which each Subadvisor’s Investment Strategy complements those utilized by the Fund’s other Subadvisors. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by each Subadvisor in the past; (b) the qualifications and experience of the Subadvisor’s personnel; and (c) the Subadvisor’s compliance programs. The Trustees also took into account the financial condition of each Subadvisor with respect to its ability to provide the services required under its Subadvisory Agreement.

Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Managers Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2009 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the Russell 2000^® Index, for each period. The Trustees took into account management’s discussion of the Fund’s growth bias for the past several years and relative performance during relevant time periods, including the Fund’s strong performance in the first quarter of 2009. The Trustees also noted that the Investment Manager implemented the termination of certain Subadvisors and the hiring of others in 2007 and 2008 to address both performance challenges and transition of the Fund from a growth to a value-oriented investment style. The Trustees concluded that management had taken appropriate steps to address the Fund’s performance.

As noted above, the Board considered the Fund’s performance during relevant time periods as compared to the Fund’s Peer Group and considered each Subadvisor’s performance as compared to an appropriate peer group of managed accounts and noted that the Board reviews on a quarterly basis detailed information about the Fund’s performance results, portfolio composition and Investment Strategies, including with respect to the portion of the Fund managed by each Subadvisor. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Subadvisor. The Board also noted each Subadvisor’s performance record with respect to the Fund. The Board was mindful of the Investment Manager’s attention to monitoring each Subadvisor’s performance with respect to the Fund and its discussions with management regarding the factors that contributed to the performance of the Fund.

17

Annual Renewal of Investment Advisory Agreement (continued)

Advisory Fees and Profitability.

In considering the reasonableness of the advisory fee charged by the Investment Manager for managing the Fund, the Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadvisors and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a “manager-of-managers” complex of mutual funds. The Trustees concluded that, in light of the additional high quality supervisory services provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by the Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure. The Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/ reimbursements) as of March 31, 2009 were both higher than the average for the Fund’s Peer Group. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisors and the considerations noted above with respect to the Subadvisors and the Investment Manager, the Fund’s advisory fees are reasonable.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect, received by the Investment Manager and its affiliates attributable to managing the Fund and all the mutual funds in the Managers Family of Funds, the cost of providing such services and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Trustees also noted the current asset levels of the Fund, including the effect on assets attributable to the economic and market conditions over the past year, and considered the impact on profitability of the current asset levels and any future growth of assets of the Fund. The Board took into account management’s discussion of the advisory fee structure. In this regard, the Trustees noted that the Fund currently has four Subadvisors, each managing a portion of the Fund’s portfolio. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. With respect to economies of scale, the Trustees also noted that as the Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.

Subadvisory Fees and Profitability.

In considering the reasonableness of the fee payable by the Investment Manager to each Subadvisor, the Trustees relied on the ability of the Investment Manager to negotiate the terms of each Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Investment Manager is not affiliated with these Subadvisors. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. Accordingly, the cost of services to be provided by each Subadvisor and the profitability to each Subadvisor of its relationship with the Fund were not material factors in the Trustees’ deliberations. For similar reasons, and based on the current size of the portion of the Fund managed by each Subadvisor, the Trustees concluded that the effect of any economies of scale being realized by the Subadvisors was not a material factor in the Trustees’ deliberations at this time.

*    *    *    *    *

After consideration of the foregoing, the Trustees also reached the following conclusions regarding the Investment Management Agreement and the Subadvisory Agreements with each of the Subadvisors, in addition to those conclusions discussed above: (a) the Investment Manager and each Subadvisor have demonstrated that they possess the capability and resources to perform the duties required of them under the Investment Management Agreement and the applicable Subadvisory Agreement; (b) each Subadvisor’s Investment Strategy is appropriate for pursuing the Fund’s investment objectives; (c) each Subadvisor is reasonably likely to execute its Investment Strategy consistently over time; and (d) the Investment Manager and each Subadvisor maintain appropriate compliance programs.

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the Fund and its shareholders. Accordingly, on June 4-5, 2009, the Trustees, including a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for each of the Fund Subadvisors, with the exception of Ranger Investment Management, L.P. and Federated MDTA LLC (which contracts had previously been approved at meetings held on September 11-12, 2008).

18

THIS PAGE INTENTIONALLY LEFT BLANK

Investment Manager and Administrator

Managers Investment Group LLC

333 W. Wacker Drive

Suite 1200

Chicago, IL 60606

(800) 835-3879

Distributor

Managers Investment Group LLC

333 W. Wacker Drive

Suite 1200

Chicago, IL 60606

(800) 835-3879

Custodian

The Bank of New York Mellon

2 Hanson Place

Brooklyn, New York 11217

Legal Counsel

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110-2624

Transfer Agent

PNC Global Investment Servicing (U.S.) Inc.

Attn: Managers

P.O. Box 9769

Providence, Rhode Island 02940

(800) 548-4539

Trustees

Jack W. Aber

William E. Chapman, II

Nathaniel Dalton

Edward J. Kaier

Steven J. Paggioli

Eric Rakowski

Thomas R. Schneeweis

John H. Streur

For Managers Choice Only

Managers

c/o PNC Global Investment Servicing (U.S.) Inc.

P.O. Box 61204

King of Prussia, Pennsylvania 19406-0851

(800) 358-7668

MANAGERS AND MANAGERS AMG FUNDS

EQUITY FUNDS

EMERGING MARKETS EQUITY

Rexiter Capital Management Limited

Schroder Investment Management North America Inc.  

ESSEX GROWTH

ESSEX LARGE CAP GROWTH

ESSEX SMALL/MICRO CAP GROWTH

Essex Investment Management Co., LLC

FQ TAX-MANAGED U.S. EQUITY

FQ U.S. EQUITY

First Quadrant, L.P.

GW&K SMALL CAP EQUITY

Gannett Welsh & Kotler, LLC

INSTITUTIONAL MICRO-CAP

MICRO-CAP

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

OFI Institutional Asset Management, Inc.

Next Century Growth Investors LLC

INTERNATIONAL EQUITY

AllianceBernstein L.P.

Lazard Asset Management, LLC

Martin Currie Inc.

CHICAGO EQUITY PARTNERS

MID-CAP

Chicago Equity Partners, LLC

REAL ESTATE SECURITIES

Urdang Securities Management, Inc.

RENAISSANCE LARGE CAP GROWTH

Renaissance Group LLC

SKYLINE SPECIAL EQUITIES

PORTFOLIO

Skyline Asset Management, L.P.

SMALL CAP

TIMESSQUARE MID CAP GROWTH

TIMESSQUARE SMALL CAP GROWTH

TimesSquare Capital Management, LLC

SPECIAL EQUITY

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

SYSTEMATIC VALUE

SYSTEMATIC MID CAP VALUE

Systematic Financial Management, L.P.

BALANCED FUNDS

CHICAGO EQUITY PARTNERS BALANCED

Chicago Equity Partners, LLC

GLOBAL

AllianceBernstein L.P.

First Quadrant, L.P.

Wellington Management Company, LLP

ALTERNATIVE FUNDS

FQ GLOBAL ALTERNATIVES

First Quadrant, L.P.

INCOME FUNDS

BOND (MANAGERS)

FIXED INCOME

GLOBAL BOND

Loomis, Sayles & Co., L.P.

BOND (MANAGERS FREMONT)

Pacific Investment Management Co. LLC

CALIFORNIA INTERMEDIATE TAX-FREE

Miller Tabak Asset Management LLC

GW&K MUNICIPAL BOND

GW&K MUNICIPAL ENHANCED YIELD

Gannett Welsh & Kotler, LLC

HIGH YIELD

J.P. Morgan Investment Management LLC

INTERMEDIATE DURATION GOVERNMENT

SHORT DURATION GOVERNMENT

Smith Breeden Associates, Inc.

MONEY MARKET

JPMorgan Investment Advisors Inc.

This report is prepared for the Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by Managers Distributors, Inc., member FINRA.

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) Web site at www.sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.

www.managersinvest.com

Item 2. CODE OF ETHICS

Not applicable for the semi-annual shareholder report.

Item 3. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for the semi-annual shareholder report.

Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for the semi-annual shareholder report.

Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

Item 6. SCHEDULE OF INVESTMENTS

The schedule of investments in unaffiliated issuers as of the close of the reporting period is included as part of the shareholder report contained in Item 1 hereof.

Item 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS

Not applicable.

Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 11. CONTROLS AND PROCEDURES

(a) The registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes in the registrant’s internal control over financial reporting during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Item 12. EXHIBITS

(a)(1)	Not applicable.
(a)(2)	Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 - Filed herewith.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 - Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE MANAGERS FUNDS
By:	/s/ John H. Streur
	John H. Streur, President
Date:	September 3, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ John H. Streur
	John H. Streur, President
Date:	September 3, 2009
By:	/s/ Donald S. Rumery
	Donald S. Rumery, Chief Financial Officer
Date:	September 3, 2009