LETTER AGREEMENT

[            ], 2014

LETTER AGREEMENT

Managers AMG Funds (the “Trust”)

000 Xxxxxxxxxxx Xxxxxx

Norwalk, Connecticut 06854

Re: Expense Limitation and Recoupment Agreement

Ladies and Gentlemen:

This Letter Agreement documents (i) an undertaking by Managers Investment Group LLC (the “Adviser”) to limit the total operating expenses of the Investor Class and Institutional Class shares of SouthernSun Small Cap Fund (the “Fund”), a series of the Trust, and (ii) our agreement regarding the extent to which the Adviser will, under certain circumstances, receive payment from the Trust, on behalf of the Investor Class and Institutional Class shares of the Fund, as recoupment of certain amounts paid, waived or reimbursed by the Adviser to the Fund in fulfillment of a voluntary undertaking by the Adviser to limit the expenses of the Investor Class and Institutional Class shares of the Fund. This Letter Agreement shall terminate in the event the Investment Management Agreement between the Trust and the Adviser terminates with respect to the Fund or upon mutual agreement between the Adviser and the Trust’s Board of Trustees.

From time to time hereafter, the Adviser may undertake to waive its investment advisory fee payable by the Fund and/or pay or reimburse the Fund’s expenses such that the total annual operating expenses of the Investor Class and Institutional Class shares of the Fund (exclusive of certain items listed below) do not exceed a certain amount (the “Expense Cap”). If the Adviser undertakes an Expense Cap with respect to the Investor Class or Institutional Class shares of the Fund, the Trust, on behalf of the Investor Class or Institutional Class shares of the Fund, as applicable, will be obligated to pay the Adviser all amounts previously paid, waived or reimbursed by the Adviser with respect to the Investor Class or Institutional Class shares of the Fund pursuant to such Expense Cap, provided that the amount of such additional payment in any year, together with all other expenses of the Investor Class or Institutional Class shares of the Fund, in the aggregate, would not cause the total annual operating expenses (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) of the Investor Class or Institutional Class shares of the Fund, as applicable, in any such year to exceed the amount of the Expense Cap, and provided further that no additional payments by the Trust will be made with respect to amounts paid, waived or reimbursed by the Adviser more than thirty-six (36) months after the date the Fund accrues a liability with respect to such amounts paid, waived or reimbursed by the Adviser.

Any payments by the Trust under this Letter Agreement shall be in addition to all amounts otherwise payable to the Adviser as an advisory fee or administration and shareholder servicing fee for services to the Fund under the Investment Management Agreement and Administration and Shareholder Servicing Agreement with the Trust, as applicable.

Effective as of [            ], 2014 and until at least [        ], the Adviser hereby undertakes to limit the total annual operating expenses (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) of the Investor Class and Institutional Class shares of the Fund to 1.50% and 1.25%, respectively, of average daily net assets attributable to the Investor Class and Institutional Class shares of the Fund.

A copy of the Amended and Restated Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that the obligations of or arising out of this instrument are not binding on any of the trustees, officers or shareholders individually, but are binding only upon the assets and property of the Trust or the Fund.

Sincerely,

Managers Investment Group LLC

By:

Name: Xxxxxx X. Xxxxx

Title: Chief Operating Officer

Date: [    ], 2014

ACKNOWLEDGED AND ACCEPTED

Managers AMG Funds

By:

Name: Xxxxxx X. Xxxxxx

Title: Treasurer, Chief Financial Officer,

          and Principal Financial Officer

Date: [    ], 2014