FOREIGN CUSTODY MANAGER AGREEMENT

FOREIGN CUSTODY MANAGER AGREEMENT

AGREEMENT made as of August 5, 2002 between The Managers Funds (the “Fund”) and The Bank of New York (“BNY”).

W I T N E S S E T H:

WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein;

WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;

NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows:

ARTICLE I.

DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

1. “Board” shall mean the board of directors or board of trustees, as the case may be, of the Fund.

2. “Eligible Foreign Custodian” shall have the meaning provided in the Rule.

3. “Monitoring System” shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement.

4. “Responsibilities” shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement.

5. “Rule” shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended on June 12, 2000, as such Rule may be interpreted by the Securities and Exchange Commission or its staff from time to time by release, no action letter or otherwise.

6. “Specified Country” shall mean each country listed on Schedule I attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given settlement instructions to The Bank of New York as custodian (the “Custodian”) under its Custody Agreement with the Fund.

ARTICLE II.

BNY AS A FOREIGN CUSTODY MANAGER

1. The Fund on behalf of its Board hereby delegates to BNY with respect to each Specified Country the Responsibilities.

2. BNY accepts the Board’s delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund’s assets would exercise.

3. BNY shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Fund’s foreign custody arrangements written reports notifying the Board of the placement of assets of the Fund with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Fund with any such Eligible Foreign Custodian.

ARTICLE III.

RESPONSIBILITIES

1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Fund held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Fund’s foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund’s assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Fund as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Fund with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Fund whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.

2. For purposes of preceding Section 1 of this Article, BNY’s determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, “Country Risks” shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian’s use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b)

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such country’s financial infrastructure; (c) such country’s prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

ARTICLE IV.

REPRESENTATIONS

1. The Fund hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Fund’s execution or performance of this Agreement; (b) this Agreement has been approved and ratified by the Board at a meeting duly called and at which a quorum was at all times present, and (c) the Board or the Fund’s investment adviser or the applicable sub-adviser has considered the Country Risks associated with investment in each Specified Country and will have considered such risks prior to any settlement instructions being given to the Custodian with respect to any other country.

2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY’s execution or performance of this Agreement; and (c) BNY has established the Monitoring System.

ARTICLE V.

CONCERNING BNY

1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.

2. The Fund shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY’s performance hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY’s failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof.

3. For its services hereunder, the Fund agrees to pay to BNY such compensation and out-of-pocket expenses as shall be mutually agreed.

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4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country.

ARTICLE VI.

MISCELLANEOUS

1. This Agreement constitutes the entire agreement between the Fund and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Fund and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as BNY may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if received by it, to the attention of Xxxxx Xxxxxxxx, at its offices at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 or at such other place or such other person as the Fund may from time to time designate in writing.

4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.

5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and BNY hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement.

7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

8. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Fund and the Custodian, and may otherwise be terminated by either

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party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty (30) days after the date of such notice.

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IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.

THE MANAGERS FUNDS

By: /s/ Xxxxx X. Xxxxxxxx

Title:		President
THE BANK OF NEW YORK

By: /s/ Xxx X Xxxxxx

Title: Vice President

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Schedule I – Worldwide Network of Subcustodians

The Bank of New York’s network of subcustodians extends to 101 markets worldwide, the largest number of markets offered by any custodian. We continually review our network to ensure that it reflects the changing global investment decisions of our clients. The Bank’s dedicated, regional network management team monitors local economic, political, regulatory, and industry-related events, and keeps clients apprised of changes in the investment climate of each market.

Banks are selected for the network based on a variety of criteria, such as compliance with worldwide regulatory requirements, competitive pricing, general market reputation, SWIFT message capabilities, securities lending support, credit ratings, overall banking relationship with The Bank of New York and ability to consistently meet our clients’ needs. Each bank must meet a set of stringent performance standards prior to selection, which are reexamined during semi-annual reviews and regular on-site visits, ensuring that our clients are uniformly provided with the best subcustodian in each market.

Country/ Market		Subcustodian(s)		Country/ Market		Subcustodian(s)
Argentina		Citibank N.A. - Argentina		India		HSBC
Australia		National Australia Bank		Indonesia		HSBC
Austria		Bank Austria AG		Ireland		AIB/BNY Trust Company Limited
Bahrain		HSBC Bank Middle East		Israel		Bank Leumi LE - Israel B.M.
Bangladesh		Standard Chartered Bank		Italy		IntesaBCI S.p.A / BNP Paribas Securities Services
Belgium		Banque Bruxelles Xxxxxxx		Xxxxx Coast		Société Générale de Banques en Côte d’Ivoire
Benin		Société Générale de Banques en Côte d’Ivoire		Jamaica		CIBC Trust & Merchant Bank Jamaica Ltd.
Bermuda		Bank of Bermuda Limited		Japan		The Bank of Tokyo-Mitsubishi Limited / Mizuho Corporate Bank, Limited
Bolivia		Citibank, X.X.		Xxxxxx		HSBC Bank Middle East
Botswana		Barclays Bank of Botswana Ltd.		Kazakhstan		ABN/AMRO Bank N.V.
Brazil		BankBoston, N.A.		Kenya		Barclays Bank of Kenya Ltd.
Bulgaria		ING Bank N.V.		Latvia		Hansabanka Limited
Burkina Faso		Société Générale de Banques en Côte d’Ivoire		Lebanon		HSBC Bank Middle East
Canada		Royal Bank of Canada		Lithuania		Vilniaus Bankas
Chile		BankBoston, N.A.		Luxembourg		Banque et Caisse d’Epargne de l’Etat
China		Standard Chartered Bank		Malaysia		HongKong Bank Malaysia Berhad
Colombia		Cititrust Colombia S.A.		Mali		Société Générale de Banques en Côte d’Ivoire
Costa Rica		Banco BCT		Malta		HSBC Bank Malta p.l.c.
Croatia		Privredna banka Zagreb d.d.		Mauritius		The Hongkong & Shanghai Banking Corp. Ltd.
Cyprus		Bank of Cyprus Ltd.		Mexico		Banco Nacional de Mexico
Czech Republic		Ceskoslovenska Obchodni Banka A.S.		Morocco		Banque Commerciale du Maroc
Denmark		Danske Bank		Namibia		Standard Bank Namibia Ltd.
Ecuador		Citibank, N.A.		NASDAQ Europe		Banque Bruxelles Xxxxxxx
Egypt		Citibank, N.A.		Netherlands		Fortis Bank (Nederland) N.V.
Estonia		Hansabank Limited		New Zealand		National Australia Bank
Euromarket		Clearstream Banking Luxembourg		Niger		Société Générale de Banques en Côte d’Ivoire
Euromarket		Euroclear Bank		Nigeria		Stanbic Bank Nigeria Ltd.
Finland		Nordea Bank Finland plc		Norway		Den norske Bank ASA
France		BNP Paribas Securities Services / Credit Agricole Indosuez		Oman		HSBC Bank Middle East
Germany		Dresdner Bank AG		Pakistan		Standard Chartered Bank
Ghana		Barclays Bank of Ghana Ltd.		Palestinian Autonomous Area		HSBC Bank Middle East
Greece		BNP Paribas Securities Services		Panama		BankBoston, N.A.
Guinea Bissau		Société Générale de Banques en Côte d’Ivoire		Peru		Citibank, N.A.
Hong Kong		The Hongkong & Shanghai Banking Corp. Ltd.		Philippines		The Hongkong & Shanghai Banking Corp. Ltd.
Hungary		HVB Bank Hungary Rt.		Poland		Bank Handlowy W Warszawie S.A.
Iceland		Landsbanki Islands		Portugal		Banco Comercial Português
Qatar		HSBC Bank Middle East		Thailand		Standard Chartered Bank, Thailand /

Country/ Market		Subcustodian(s)		Country/ Market		Subcustodian(s)
						Bangkok Bank Public Company Ltd.
Romania		ING Bank Bucharest		Togo		Société Générale de Banques en Côte d’Ivoire
Russia		Vneshtorgbank (Min Fin Bonds only) / Credit Suisse First Boston		Trinidad & Tobago		Republic Bank Limited
Senegal		Société Générale de Banques en Côte d’Ivoire		Tunisia		Banque Internationale Arabe de Tunisie
Singapore		United Overseas Bank Ltd. / The Development Bank of Singapore Ltd.		Turkey		Türkye Garanti Bankasi A.S. (Garanti Bank)
Slovak Republic		Ceskoslovenska Obchodni Banka, a.s.		U.A.E.		HSBC Bank Middle East, Dubai
Slovenia		Bank Austria Creditanstalt d.d. Ljubljana		Ukraine		ING Bank Ukraine
South Africa		Standard Corporate & Merchant Bank (SCMB)		United Kingdom		The Bank of New York / Xxx Xxxxxxxxxx & Xxxxxxxx Xxxxxx (XXX)
Xxxxx Xxxxx		Standard Chartered Bank		United States		The Bank of New York
Spain		Banco Bilbao Vizcaya Argentaria S.A. (BBVA) / Banco Santander Central Hispano (BSCH)		Uruguay		BankBoston, N.A.
Sri Lanka		Standard Chartered Bank		Venezuela		Citibank, N.A.
Swaziland		Standard Bank Swaziland Ltd.		Vietnam		The Hongkong & Shanghai Banking Corp. Ltd.
Sweden		Skandinaviska Enskilda Banken		Zambia		Barclays Bank of Zambia Ltd.
Switzerland		Credit Suisse First Boston		Zimbabwe		Barclays Bank of Zimbabwe Ltd.
Taiwan		The Hongkong & Shanghai Banking Corp. Ltd.

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SCHEDULE II

The Managers Funds

Name		Subadvisor
Managers Special Equity Fund		Federated MDTA LLC
		Lord, Xxxxxx & Co. LLC
		Ranger Investment Management, X.X.
		Xxxxx Asset Management Group, LP
Managers International Equity Fund		AllianceBernstein X.X.
		Xxxxxx Asset Management, LLC
		Xxxxxx Xxxxxx Inc.
Managers Bond Fund		Xxxxxx, Xxxxxx & Company, L.P.
Managers Global Bond Fund		Xxxxxx, Xxxxxx & Company, L.P.
Managers Emerging Markets Equity Fund		Rexiter Capital Management Limited
		Xxxxxxxx Investment Management North America, Inc.
Managers Cadence Capital Appreciation Fund		Cadence Capital Management, LLC
Managers Cadence Focused Growth Fund		Cadence Capital Management, LLC
Managers Cadence Mid-Cap Fund		Cadence Capital Management, LLC
Managers Cadence Emerging Companies Fund		Cadence Capital Management, LLC

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