0001193125-13-257767 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • June 13th, 2013 • Managers Trust I • Massachusetts

The Brandywine 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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ADMINISTRATION AND SHAREHOLDER SERVICING AGREEMENT
Administration and Shareholder Servicing Agreement • June 13th, 2013 • Managers Trust I • New York

AGREEMENT, made as of this day of , 2013 by and between Managers Trust I, a Massachusetts business trust (the “Trust”), on behalf of three of its series known as Brandywine Fund, Brandywine Blue Fund, and Brandywine Advisors Midcap Growth Fund (each a “Fund,” and collectively the “Funds”), and Managers Investment Group LLC, a limited liability company organized under the laws of the State of Delaware (the “Management Company”).

LETTER AGREEMENT
Letter Agreement • June 13th, 2013 • Managers Trust I
SUB-SUBADVISORY AGREEMENT
Sub-Subadvisory Agreement • June 13th, 2013 • Managers Trust I • Massachusetts

The Brandywine Advisors Midcap Growth 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.

LETTER AGREEMENT Managers Trust I
Letter Agreement • June 13th, 2013 • Managers Trust I
MANAGERS TRUST I Amendment No. 21 to Agreement and Declaration of Trust CERTIFICATE AND INSTRUMENT OF AMENDMENT June 5, 2013
Managers Trust I • June 13th, 2013

The undersigned, being at least a majority of the Trustees of Managers Trust I (the “Trust”), a business trust organized under the laws of The Commonwealth of Massachusetts, do hereby amend the Trust’s Agreement and Declaration of Trust dated December 18, 1991, as amended to date (the “Declaration of Trust”), as follows:

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