0001193125-10-042799 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 26th, 2010 • Managers Trust I • Connecticut

The Managers Fremont Micro-Cap 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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Amended and Restated Distribution Agreement Dated as of December 5, 2009
Distribution Agreement • February 26th, 2010 • Managers Trust I • Connecticut

This AMENDED AND RESTATED DISTRIBUTION AGREEMENT (the “Agreement”), is dated December 5, 2009, between Managers Trust I, a Massachusetts business trust (the “Company”), on behalf of each of its series listed on Appendix A (the “Fund” or “Funds”), as Appendix A may be amended from time to time in accordance with Section 12 below, and Managers Distributors, Inc., a Delaware corporation (the “Distributor”). The Company is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”), and offers for sale shares (the “Shares”) of each Fund, which Shares have been registered under the Securities Act of 1933 (the “1933 Act”), to the public in accordance with the terms and conditions set forth in the Prospectus and Statement of Additional Information (the “Prospectus”) of the Funds included in the Company’s Registration Statement on Form N-1A, as such documents may be amended from time to time.

MANAGERS TRUST I Amendment No. 16 to Master Trust Agreement CERTIFICATE AND INSTRUMENT OF AMENDMENT
Master Trust Agreement • February 26th, 2010 • Managers Trust I

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:

AMENDMENT NO. 4 TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • February 26th, 2010 • Managers Trust I

This Amendment No. 4 To Transfer Agency Services Agreement (“Amendment No. 4”), dated as of January 1, 2008, being entered into by and between PFPC Inc. (“PFPC”) and each of the Massachusetts business trusts listed on the signature page to this Amendment No. 4 (the “Trusts”), amends the Transfer Agency Services Agreement, dated as of January 24, 2005, by and between PFPC and the Trusts on an individual basis (“Original Agreement”), as amended by the Section 312 Foreign Financial Institution Amendment, dated as of July 5, 2006, by and between PFPC and the Trusts on an individual basis (“Amendment No. 1”), the Amendment To Transfer Agency Services Agreement, dated as of March 20, 2007, by and between PFPC and the Trusts on an individual basis (“Amendment No. 2”), and the Form 8300, FINCEN Section 314(a) Information Requests and Suspicious Activity Report Amendment, dated as of September 28, 2007, by and between PFPC and the Trusts on an individual basis (“Amendment No. 3”). The Original

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