0001193125-06-070571 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • March 31st, 2006 • Managers Funds • Connecticut

The Managers Special Equity Fund (the “Fund”) is a series of a Massachusetts business trust (the “Trust”) that is registered as an investment company under the Investment Company Act of 1940, as amended, (the “Act”), and subject to the rules and regulations promulgated thereunder.

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 31st, 2006 • Managers Funds • Connecticut

The Managers Global Bond Fund (the “Fund”) is a series of a Massachusetts business trust (the “Trust”) that is registered as an investment company under the Investment Company Act of 1940, as amended, (the “Act”), and subject to the rules and regulations promulgated thereunder.

ADMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • March 31st, 2006 • Managers Funds

Reference is hereby made to the Subadvisory Agreement (the “Agreement”) dated September 14, 2004, between Wellington Management Company, LLP (“Subadvisor”) and The Managers Funds LLC, (now Managers Investment Group LLC (the “Manager”)) with respect to Managers International Equity Fund.

JPMORGAN DISTRIBUTION SERVICES, INC. SERVICE AGREEMENT Shareholder Servicing
Service Agreement • March 31st, 2006 • Managers Funds • Ohio

This Agreement is entered into between the financial institution executing this Agreement (“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 31st, 2006 • Managers Funds • Connecticut

The Managers Capital Appreciation Fund (the “Fund”) is a series of a Massachusetts business trust (the “Trust”) that is registered as an investment company under the Investment Company Act of 1940, as amended, (the “Act”), and subject to the rules and regulations promulgated thereunder.

ASSIGNMENT AGREEMENT
Assignment Agreement • March 31st, 2006 • Managers Funds • New York

ASSIGNMENT AGREEMENT, dated as of February 19, 2005, between JP MORGAN CHASE BANK, N.A. (“JPMCB”), a bank organized under the laws of the State of Ohio having its principal office at 1111 Polaris Parkway, Columbus, Ohio, JPMORGAN DISTRIBUTION SERVICES, INC. (“JPMDS”), a corporation organized under the laws of the State of Delaware having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio and The Managers Funds (“TMF”), an investment company organized as a Massachusetts business trust, on behalf of its series, the Managers Money Market Fund (the “TMF Fund”).

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