N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-09521

AMG FUNDS

(Exact name of registrant as specified in charter)

600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830

(Address of principal executive offices) (Zip code)

AMG Funds LLC

600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830

(Name and address of agent for service)

Registrant’s telephone number, including area code: (203) 299-3500

Date of fiscal year end: DECEMBER 31

Date of reporting period: JANUARY 1, 2017 – JUNE 30, 2017

(Semi-Annual Shareholder Report)

Item 1. Reports to Shareholders

SEMI-ANNUAL REPORT

AMG Funds

June 30, 2017

AMG Chicago Equity Partners Balanced Fund

Class N: MBEAX    | Class I: MBESX | Class Z: MBEYX

AMG Chicago Equity Partners Small Cap Value Fund

Class N: CESVX    | Class I: CESSX | Class Z: CESIX

AMG Managers Amundi Intermediate Government Fund

Class N: MGIDX    | Class I: MADIX | Class Z: MAMZX

AMG Managers Amundi Short Duration Government Fund

Class N: MGSDX    | Class I: MANIX | Class Z: MATZX

www.amgfunds.com     SAR009-0617

AMG Funds

Semi-Annual Report—June 30, 2017 (unaudited)

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		3
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
AMG Chicago Equity Partners Balanced Fund		5
AMG Chicago Equity Partners Small Cap Value Fund		14
AMG Managers Amundi Intermediate Government Fund		18
AMG Managers Amundi Short Duration Government Fund		23
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		30
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		36
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statement of Operations		40
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the period
Statements of Changes in Net Assets		41
Detail of changes in assets for the past two periods
Financial Highlights		43
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes to Financial Statements		52
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		61

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Funds family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

ACTUAL EXPENSES

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

				Beginning		Ending
	Expense			Account		Account		Expenses
	Ratio for			Value		Value		Paid During
Six Months Ended June 30, 2017	the Period			01/01/17		06/30/17		the Period*
AMG Chicago Equity Partners Balanced Fund Class N
Based on Actual Fund Return		1.09	%	$	1,000	$	1,070	$	5.59
Hypothetical (5% return before expenses)		1.09	%	$	1,000	$	1,019	$	5.46
Class I
Based on Actual Fund Return		0.94	%	$	1,000	$	1,071	$	4.83
Hypothetical (5% return before expenses)		0.94	%	$	1,000	$	1,020	$	4.71
Class Z
Based on Actual Fund Return		0.84	%	$	1,000	$	1,072	$	4.31
Hypothetical (5% return before expenses)		0.84	%	$	1,000	$	1,021	$	4.21
AMG Chicago Equity Partners Small Cap Value Fund
Class N
Based on Actual Fund Return		1.35	%	$	1,000	$	984	$	6.64
Hypothetical (5% return before expenses)		1.35	%	$	1,000	$	1,018	$	6.76
Class I
Based on Actual Fund Return		1.07	%	$	1,000	$	985	$	5.22
Hypothetical (5% return before expenses)		1.07	%	$	1,000	$	1,019	$	5.31
Class Z
Based on Actual Fund Return		0.95	%	$	1,000	$	985	$	4.68
Hypothetical (5% return before expenses)		0.95	%	$	1,000	$	1,020	$	4.76
AMG Managers Amundi Intermediate Government Fund
Class N
Based on Actual Fund Return		0.85	%	$	1,000	$	1,011	$	4.24
Hypothetical (5% return before expenses)		0.85	%	$	1,000	$	1,021	$	4.26
Class I**
Based on Actual Fund Return		0.68	%	$	1,000	$	1,005	$	2.32
Hypothetical (5% return before expenses)		0.68	%	$	1,000	$	1,021	$	3.41
Class Z**
Based on Actual Fund Return		0.68	%	$	1,000	$	1,005	$	2.32
Hypothetical (5% return before expenses)		0.68	%	$	1,000	$	1,021	$	3.41
AMG Managers Amundi Short Duration Government Fund
Class N
Based on Actual Fund Return		0.75	%	$	1,000	$	1,002	$	3.72
Hypothetical (5% return before expenses)		0.75	%	$	1,000	$	1,021	$	3.76
Class I**
Based on Actual Fund Return		0.56	%	$	1,000	$	999	$	1.90
Hypothetical (5% return before expenses)		0.56	%	$	1,000	$	1,022	$	2.81
Class Z**
Based on Actual Fund Return		0.56	%	$	1,000	$	1,000	$	1.90
Hypothetical (5% return before expenses)		0.56	%	$	1,000	$	1,022	$	2.81

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent half-year (181), then divided by 365.

** Commenced operations on February 27, 2017, and as such, the expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (124), then divided by 365.

2

Fund Performance (unaudited)

Periods ended June 30, 2017

The table below shows the average annual total returns for the periods indicated for each Fund, as well as each Fund’s relative index for the same time periods ended June 30, 2017.

Average Annual Total Returns1	Six			One			Five			Ten			Since			Inception
	Months*			Year			Years			Years			Inception			Date
AMG Chicago Equity Partners Balanced Fund2,3,4,5,6,7
Class N		7.02	%		9.85	%		8.80	%		6.46	%		7.85	%		01/02/97
Class I		7.11	%		10.01	%		—			—			8.89	%		11/30/12
Class Z		7.17	%		10.12	%		9.06	%		6.73	%		8.23	%		01/02/97
60% Russell 1000® Index14/40% Bloomberg Barclays U.S. Aggregate Bond Index15		6.47	%		10.44	%		9.76	%		6.80	%		7.55	%		01/02/97	†
Bloomberg Barclays U.S. Aggregate Bond Index15		2.27	%		(0.31	)%		2.21	%		4.48	%		5.29	%		01/02/97	†
Russell 1000® Index14		9.27	%		18.03	%		14.67	%		7.29	%		8.16	%		01/02/97	†
AMG Chicago Equity Partners Small Cap Value Fund2,5,7,8,9,10
Class N		(1.62	)%		21.72	%		—			—			7.28	%		12/31/14
Class I		(1.47	)%		22.21	%		—			—			7.61	%		12/31/14
Class Z		(1.48	)%		22.21	%		—			—			7.69	%		12/31/14
Russell 2000® Value Index16		0.54	%		24.86	%		13.39	%		5.92	%		8.50	%		12/31/14	†
AMG Managers Amundi Intermediate Government Fund2,3,4,11,12,13
Class N17		1.06	%		(0.21	)%		2.02	%		4.35	%		5.57	%		03/31/92
Class I		—			—			—			—			0.54	%		02/24/17
Class Z		—			—			—			—			0.45	%		02/24/17
Bloomberg Barclays U.S. Aggregate Bond Index15		2.27	%		(0.31	)%		2.21	%		4.48	%		5.72	%		03/31/92	†
Citigroup Mortgage Index18		1.36	%		(0.08	)%		1.97	%		4.35	%		5.58	%		03/31/92	†
AMG Managers Amundi Short Duration Government Fund2,3,4,11,12,13
Class N17		0.20	%		0.75	%		0.51	%		1.36	%		3.37	%		03/31/92
Class I		—			—			—			—			(0.13	)%		02/24/17
Class Z		—			—			—			—			(0.03	)%		02/24/17
BofA Merrill Lynch 6-Month U.S. Treasury Bill Index19		0.36	%		0.62	%		0.33	%		0.94	%		2.93	%		03/31/92	†

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Funds and other information, please call (800) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

Distributed by AMG Distributors, Inc., member FINRA/SIPC.

^* Not annualized.

^† Date reflects inception date of the Fund, not the index.

¹ Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Funds are net of expenses and based on the published NAV as of June 30, 2017. All returns are in U.S. dollars ($).

² From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

³ To the extent that the Fund invests in asset-backed or mortgage-backed securities, its exposure to prepayment and extension risks may be greater than investments in other fixed income securities.

⁴ The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall.

⁵ Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.

⁶ The Fund is subject to risks associated with investments in mid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

⁷ The Fund invests in value stocks, which may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

⁸ The Fund is subject to the risks associated with investments in emerging markets, such as erratic earnings patterns, economic and political instability, changing exchange controls, limitations on repatriation of foreign capital and changes in local governmental attitudes toward private investment, possibly leading to nationalization or confiscation of investor assets.

⁹ The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history and a reliance on one or a limited number of products.

3

Fund Performance (continued)

¹⁰ The Fund is subject to special risk considerations similar to those associated with the direct ownership of real estate. Real estate valuations may be subject to factors such as changing general and local economic, financial, competitive, and environmental conditions.

¹¹ The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

¹² Many bonds have call provisions which allow the debtors to pay them back before maturity. This is especially true with mortgage securities, which can be paid back anytime. Typically debtors prepay their debt when it is to their advantage (when interest rates drop making a new loan at current rates more attractive), and thus likely to the disadvantage of bondholders, who may have to reinvest prepayment proceeds in securities with lower yields. Prepayment risk will vary depending on the provisions of the security and current interest rates relative to the interest rate of the debt.

¹³ Obligations of certain government agencies are not backed by the full faith and credit of the U.S. government. If one of these agencies defaulted on a loan, there is no guarantee that the U.S. government would provide financial support. Additionally, debt securities of the U.S. government may be affected by changing interest rates and subject to prepayment risk.

¹⁴ The Russell 1000^® Index measures the performance of approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 92% of the U.S. market. Unlike the Fund, the Russell 1000^® Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁵ The Bloomberg Barclays U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. Unlike the Fund, the Bloomberg Barclays U.S. Aggregate Bond Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁶ The Russell 2000^® Value Index is an unmanaged, market-value weighted, value-oriented index comprised of small stocks that have relatively low price-to-book ratios and lower forecasted growth values. Unlike the Fund, the Russell 2000^® Value Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁷ Effective February 27, 2017, Class S of AMG Managers Amundi Intermediate Government Fund and AMG Managers Amundi Short Duration Government Fund were renamed Class N.

¹⁸ The Citigroup Mortgage Index includes all outstanding government sponsored fixed-rate mortgage-backed securities, weighted in proportion to their current market capitalization. The Index reflects no deductions for fees, expenses, or taxes. Unlike the Fund, the Citigroup Mortgage Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁹ The BofA Merrill Lynch 6-Month T-Bill Index is an unmanaged index that measures returns of six-month Treasury Bills. Unlike the Fund, the BofA Merrill Lynch 6-Month T-Bill Index is unmanaged, is not available for investment and does not incur expenses.

The Russell 1000^® Index and Russell 2000^® Value Index are registered trademarks of the London Stock Exchange Group companies.

Not FDIC Insured, nor bank guaranteed. May lose value.

4

AMG Chicago Equity Partners Balanced Fund

Fund Snapshot (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG Chicago Equity Partners Balanced Fund*
U.S. Government and Agency Obligations		30.5	%
Information Technology		16.7	%
Industrials		9.7	%
Consumer Discretionary		9.4	%
Health Care		9.2	%
Financials		8.5	%
Consumer Staples		5.1	%
Real Estate		2.6	%
Energy		2.4	%
Materials		2.1	%
Utilities		1.9	%
Telecommunication Services		1.3	%
Rights		0.0	%#
Other Assets and Liabilities		0.6	%

* As a percentage of net assets.

# Less than 0.05%.

TOP TEN HOLDINGS

Security Name	% of Net Assets
U.S. Treasury Bonds, 2.750%, 08/15/42**		2.5	%
Apple, Inc.**		2.4
U.S. Treasury Notes, 2.250%, 11/15/24**		2.4
U.S. Treasury Notes, 1.375%, 08/31/20		1.7
Facebook, Inc., Class A**		1.7
Alphabet, Inc., Class A**		1.7
U.S. Treasury Notes, 1.875%, 11/30/21**		1.3
Microsoft Corp.**		1.3
FHLMC Gold Pool, 3.500%, 01/01/46**		1.3
Amazon.com, Inc.		1.1
Top Ten as a Group		17.4	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

5

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 64.5%
Consumer Discretionary - 9.4%
Amazon.com, Inc.*		2,170	$	2,100,560
American Axle & Manufacturing Holdings, Inc.*		920		14,352
Asbury Automotive Group, Inc.*		540		30,537
Beazer Homes USA, Inc.*		2,100		28,812
Best Buy Co., Inc.		1,420		81,409
Big 5 Sporting Goods Corp.		1,970		25,708
Big Lots, Inc.1		1,205		58,202
Bloomin’ Brands, Inc.		3,240		68,785
BorgWarner, Inc.		4,950		209,682
Bridgepoint Education, Inc.*		1,730		25,535
Burlington Stores, Inc.*		6,940		638,411
Callaway Golf Co.		980		12,524
Career Education Corp.*		1,350		12,960
CarMax, Inc.*		3,480		219,449
CBS Corp., Class B		18,040		1,150,591
The Children’s Place, Inc.1		390		39,819
Choice Hotels International, Inc.		4,700		301,975
Coach, Inc.		8,890		420,853
Comcast Corp., Class A		51,440		2,002,045
Cooper-Standard Holdings, Inc.*		110		11,096
Darden Restaurants, Inc.		680		61,499
Dave & Buster’s Entertainment, Inc.*		250		16,628
Domino’s Pizza, Inc.		3,570		755,162
Dunkin’ Brands Group, Inc.1		3,890		214,417
Grand Canyon Education, Inc.*		115		9,017
Hasbro, Inc.		4,180		466,112
The Home Depot, Inc.		8,710		1,336,114
The Interpublic Group of Cos., Inc.		5,240		128,904
Intrawest Resorts Holdings, Inc.*		805		19,111
Johnson Outdoors, Inc., Class A		600		28,926
KB Home		910		21,813
La-Z-Boy, Inc.		290		9,425
Liberty Interactive Corp. QVC Group, Class A*		4,010		98,405
M/I Homes, Inc.*		1,160		33,118
Malibu Boats, Inc., Class A*		2,100		54,327
Marriott International, Inc., Class A		2,390		239,741
Marriott Vacations Worldwide Corp.		260		30,615
MCBC Holdings, Inc.*		1,780		34,799
McDonald’s Corp.		2,480		379,837
MSG Networks, Inc., Class A*		1,210		27,164
Netflix, Inc.*		3,680		549,829
Nutrisystem, Inc.		1,110		57,776
Office Depot, Inc.		5,480		30,907
Omnicom Group, Inc.		2,300		190,670

	Shares		Value
Perry Ellis International, Inc.*		640	$	12,454
Pinnacle Entertainment, Inc.*		2,070		40,903
Pool Corp.		6,610		777,138
Ralph Lauren Corp.		450		33,210
Ross Stores, Inc.		10,380		599,237
Select Comfort Corp.*		625		22,181
Service Corp. International		11,790		394,376
Sinclair Broadcast Group, Inc., Class A		280		9,212
Sirius XM Holdings, Inc.1		20,880		114,214
Target Corp.		5,155		269,555
Taylor Morrison Home Corp., Class A*		1,920		46,099
Tenneco, Inc.		1,030		59,565
Time Warner, Inc.		1,520		152,623
Tupperware Brands Corp.		12,250		860,318
Ulta Beauty, Inc.*		2,420		695,363
VF Corp.		2,590		149,184
Visteon Corp.*		4,790		488,867
The Walt Disney Co.		1,075		114,219
Wayfair, Inc., Class A*		1,610		123,777
Wolverine World Wide, Inc.		1,170		32,772
Total Consumer Discretionary				17,242,888
Consumer Staples - 5.1%
Altria Group, Inc.		7,625		567,834
Archer-Daniels-Midland Co.		6,280		259,866
Blue Buffalo Pet Products, Inc.*		5,120		116,787
Brown-Forman Corp., Class B		3,100		150,660
Campbell Soup Co.		3,100		161,665
Central Garden and Pet Co., Class A*		590		17,712
Church & Dwight Co., Inc.		6,670		346,040
The Coca-Cola Co.		8,560		383,916
Colgate-Palmolive Co.		1,220		90,439
ConAgra Brands, Inc.		18,190		650,474
Constellation Brands, Inc., Class A		4,400		852,412
CVS Health Corp.		2,270		182,644
Dean Foods Co.		685		11,645
Energizer Holdings, Inc.		13,360		641,547
Ingredion, Inc.		3,960		472,072
The JM Smucker Co.		2,400		283,992
John B Sanfilippo & Son, Inc.		480		30,293
Lamb Weston Holdings, Inc.		6,507		286,568
Limoneira Co.		485		11,461
Medifast, Inc.		400		16,588
National Beverage Corp.1		415		38,827
Nu Skin Enterprises, Inc., Class A		1,010		63,468
PepsiCo, Inc.		5,380		621,336
Performance Food Group Co.*		420		11,508

The accompanying notes are an integral part of these financial statements.

6

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Consumer Staples - 5.1% (continued)
Philip Morris International, Inc.		9,550	$	1,121,648
Pilgrim’s Pride Corp.*		6,140		134,589
The Procter & Gamble Co.		11,340		988,281
Reynolds American, Inc.		1,140		74,146
Sanderson Farms, Inc.		50		5,782
Sysco Corp.		2,740		137,904
Universal Corp.		450		29,115
Walgreens Boots Alliance, Inc.		2,010		157,403
Wal-Mart Stores, Inc.		6,090		460,891
Total Consumer Staples				9,379,513
Energy - 2.4%
Anadarko Petroleum Corp.		2,020		91,587
Apache Corp.		3,150		150,980
Baker Hughes, Inc.		2,810		153,173
Cabot Oil & Gas Corp.		4,870		122,140
Chevron Corp.		7,145		745,438
Cimarex Energy Co.		1,560		146,656
ConocoPhillips		3,840		168,806
CONSOL Energy, Inc.*,1		25,770		385,004
Delek US Holdings, Inc.1		1,980		52,351
Devon Energy Corp.		6,790		217,076
Diamondback Energy, Inc.*		1,010		89,698
Ensco PLC, Class A1		1,770		9,133
EOG Resources, Inc.		1,635		148,000
EQT Corp.		780		45,700
Evolution Petroleum Corp.		1,840		14,904
Exterran Corp.*		330		8,811
Exxon Mobil Corp.		11,095		895,699
Green Plains, Inc.		550		11,302
McDermott International, Inc.*		5,520		39,578
Nabors Industries, Ltd.		9,530		77,574
National Oilwell Varco, Inc.		3,300		108,702
Newpark Resources, Inc.*		4,670		34,324
Noble Corp. PLC1		16,620		60,164
Noble Energy, Inc.		2,720		76,976
Occidental Petroleum Corp.		1,730		103,575
Oceaneering International, Inc.		3,610		82,452
ONEOK, Inc.		1,330		69,373
Parsley Energy, Inc., Class A*		4,110		114,052
Renewable Energy Group, Inc.*		2,150		27,842
RPC, Inc.1		4,730		95,593
Valero Energy Corp.		1,510		101,865
W&T Offshore, Inc.*		11,170		21,893
Total Energy				4,470,421

	Shares		Value
Financials - 6.9%
Aflac, Inc.		1,350	$	104,868
The Allstate Corp.		5,160		456,350
American Financial Group, Inc.		640		63,597
Ameriprise Financial, Inc.		1,750		222,757
Anworth Mortgage Asset Corp., REIT		3,750		22,538
ARMOUR Residential REIT, Inc., REIT1		3,210		80,250
Aspen Insurance Holdings, Ltd.		3,540		176,469
Associated Banc-Corp.		7,100		178,920
Assurant, Inc.		2,230		231,229
Assured Guaranty, Ltd.		6,240		260,458
BancFirst Corp.		150		14,490
Bank of America Corp.		38,560		935,466
The Bank of NT Butterfield & Son, Ltd.		1,310		44,671
Berkshire Hathaway, Inc., Class B*		2,850		482,704
BGC Partners, Inc., Class A		890		11,250
Cathay General Bancorp		480		18,216
CBOE Holdings, Inc.		3,240		296,136
Citizens Financial Group, Inc.		6,470		230,850
City Holding Co.		160		10,539
CME Group, Inc.		675		84,537
Comerica, Inc.		1,760		128,902
Commerce Bancshares, Inc.		3,851		218,852
Cullen/Frost Bankers, Inc.		800		75,128
Discover Financial Services		2,980		185,326
Eaton Vance Corp.		6,620		313,258
Enova International, Inc.*		2,225		33,041
Erie Indemnity Co., Class A		1,020		127,571
Evercore Partners, Inc., Class A		1,380		97,290
FB Financial Corp.*		330		11,943
Federal Agricultural Mortgage Corp., Class C		300		19,410
Fifth Third Bancorp		7,060		183,278
First Connecticut Bancorp, Inc.		370		9,490
First Financial Bancorp		450		12,465
First Merchants Corp.		540		21,676
Franklin Resources, Inc.		4,030		180,504
Fulton Financial Corp.		3,290		62,510
The Goldman Sachs Group, Inc.		610		135,359
Green Bancorp, Inc.*		500		9,700
Hancock Holding Co.		2,425		118,825
Home Bancorp, Inc.		425		18,071
Independent Bank Corp.		700		15,225
Invesco, Ltd.		4,150		146,038
JPMorgan Chase & Co.		11,208		1,024,411
Lincoln National Corp.		4,100		277,078

The accompanying notes are an integral part of these financial statements.

7

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Financials - 6.9% (continued)
LPL Financial Holdings, Inc.		10,950	$	464,937
MarketAxess Holdings, Inc.		1,580		317,738
MFA Financial, Inc., REIT		11,270		94,555
MGIC Investment Corp.*		4,680		52,416
Navient Corp.		4,600		76,590
Northern Trust Corp.		6,760		657,140
Old Second Bancorp, Inc.		370		4,274
Preferred Bank		1,280		68,442
Primerica, Inc.		165		12,499
Principal Financial Group, Inc.		1,110		71,118
The Progressive Corp.		14,580		642,832
Prudential Financial, Inc.		1,770		191,408
QCR Holdings, Inc.		150		7,110
Regions Financial Corp.		12,230		179,047
S&P Global, Inc.		3,020		440,890
Sandy Spring Bancorp, Inc.		465		18,907
Selective Insurance Group, Inc.		190		9,510
ServisFirst Bancshares, Inc.		1,960		72,304
SunTrust Banks, Inc.		5,715		324,155
T. Rowe Price Group, Inc.		950		70,500
TD Ameritrade Holding Corp.		3,270		140,577
Third Point Reinsurance, Ltd.*		5,715		79,438
Torchmark Corp.		1,480		113,220
The Travelers Cos., Inc.		665		84,142
UMB Financial Corp.		1,230		92,078
Universal Insurance Holdings, Inc.1		3,445		86,814
US Bancorp		6,565		340,855
Valley National Bancorp		6,750		79,718
Walker & Dunlop, Inc.*		1,810		88,382
Wells Fargo & Co.		4,770		264,306
White Mountains Insurance Group, Ltd.		110		95,549
Wintrust Financial Corp.		440		33,634
Total Financials				12,626,731
Health Care - 9.2%
AbbVie, Inc.		8,290		601,108
Aetna, Inc.		985		149,553
Agenus, Inc.*,1		1,550		6,060
Align Technology, Inc.*		4,330		650,020
Allergan PLC		2,550		619,880
AmerisourceBergen Corp.		2,740		259,012
Amgen, Inc.		5,280		909,374
ANI Pharmaceuticals, Inc.*		240		11,232
Array BioPharma, Inc.*		3,675		30,760
Baxter International, Inc.		26,248		1,589,054
BioSpecifics Technologies Corp.*		520		25,745

	Shares		Value
Bioverativ, Inc.*		3,250	$	195,552
Bristol-Myers Squibb Co.		2,980		166,046
Calithera Biosciences, Inc.*		715		10,618
Cardinal Health, Inc.		750		58,440
Cardiovascular Systems, Inc.*		440		14,181
Catalent, Inc.*		1,800		63,180
Celgene Corp.*		8,780		1,140,259
Chemed Corp.		300		61,359
Cigna Corp.		790		132,238
Clovis Oncology, Inc.*		570		53,369
Corcept Therapeutics, Inc.*,1		1,785		21,063
CR Bard, Inc.		440		139,088
Exelixis, Inc.*		11,920		293,590
Express Scripts Holding Co.*		8,640		551,578
Gilead Sciences, Inc.		840		59,455
Halozyme Therapeutics, Inc.*,1		6,145		78,779
Halyard Health, Inc.*		260		10,213
Hill-Rom Holdings, Inc.		1,620		128,968
Humana, Inc.		1,570		377,773
IDEXX Laboratories, Inc.*		4,390		708,634
ImmunoGen, Inc.*,1		5,130		36,474
Immunomedics, Inc.*		2,850		25,166
INC Research Holdings, Inc., Class A*		210		12,285
Innoviva, Inc.*,1		5,670		72,576
Intuitive Surgical, Inc.*		270		252,550
Ionis Pharmaceuticals, Inc.*,1		5,970		303,694
Ironwood Pharmaceuticals, Inc.*,1		1,595		30,114
Johnson & Johnson		6,875		909,494
Keryx Biopharmaceuticals, Inc.*,1		7,040		50,899
LHC Group, Inc.*		220		14,936
Magellan Health, Inc.*		445		32,440
Masimo Corp.*		925		84,342
McKesson Corp.		690		113,533
Merck & Co., Inc.		15,535		995,638
Mettler-Toledo International, Inc.*		200		117,708
Molina Healthcare, Inc.*,1		830		57,419
Novavax, Inc.*		12,305		14,151
Omeros Corp.*		645		12,839
OraSure Technologies, Inc.*		1,740		30,032
Owens & Minor, Inc.		300		9,657
Perrigo Co. PLC		1,220		92,134
Pfizer, Inc.		3,367		113,098
PRA Health Sciences, Inc.*		130		9,751
PTC Therapeutics, Inc.*,1		600		10,998
Quest Diagnostics, Inc.		890		98,932
Quidel Corp.*		2,410		65,407

The accompanying notes are an integral part of these financial statements.

8

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Health Care - 9.2% (continued)
Quintiles IMS Holdings, Inc.*		2,870	$	256,865
Tivity Health, Inc.*		665		26,500
United Therapeutics Corp.*		1,370		177,730
UnitedHealth Group, Inc.		6,680		1,238,606
Varian Medical Systems, Inc.*		4,370		450,940
Veeva Systems, Inc., Class A*		6,780		415,682
Vertex Pharmaceuticals, Inc.*		1,250		161,088
WellCare Health Plans, Inc.*		4,465		801,735
West Pharmaceutical Services, Inc.		1,770		167,300
Zoetis, Inc.		9,210		574,520
Total Health Care				16,953,414
Industrials - 7.9%
3M Co.		5,220		1,086,752
AAR Corp.		730		25,375
ACCO Brands Corp.*		1,635		19,048
Alamo Group, Inc.		360		32,692
Applied Industrial Technologies, Inc.		830		49,012
Argan, Inc.		490		29,400
Blue Bird Corp.*		1,150		19,550
Brady Corp., Class A		650		22,035
The Brink’s Co.		675		45,225
CAI International, Inc.*		730		17,228
Caterpillar, Inc.		2,440		262,202
Cintas Corp.		2,740		345,350
Copa Holdings, S.A., Class A		950		111,150
Copart, Inc.*		7,360		233,974
Costamare, Inc.		1,560		11,404
CSX Corp.		7,140		389,558
Cummins, Inc.		1,530		248,197
Deere & Co.		2,220		274,370
DXP Enterprises, Inc.*		365		12,592
Emerson Electric Co.		5,160		307,639
Ennis, Inc.		1,245		23,780
Esterline Technologies Corp.*		305		28,914
GATX Corp.1		3,650		234,586
General Electric Co.		3,280		88,593
The Greenbrier Cos., Inc.1		475		21,969
Harsco Corp.*		2,530		40,733
Hawaiian Holdings, Inc.*		1,540		72,303
HEICO Corp.		6,237		448,066
Hillenbrand, Inc.		1,970		71,117
Illinois Tool Works, Inc.		5,660		810,795
Insperity, Inc.		690		48,990
Jacobs Engineering Group, Inc.		1,800		97,902
Kelly Services, Inc.		1,430		32,104

	Shares		Value
Kennametal, Inc.		3,190	$	119,370
Landstar System, Inc.		5,530		473,368
MasTec, Inc.*		1,495		67,499
Moog, Inc., Class A*		290		20,799
MRC Global, Inc.*		3,595		59,389
Nordson Corp.		4,960		601,747
Northrop Grumman Corp.		1,730		444,108
Oshkosh Corp.		980		67,502
Parker Hannifin Corp.		990		158,222
Primoris Services Corp.		1,060		26,436
Quad/Graphics, Inc.		1,750		40,110
Quanta Services, Inc.*		8,240		271,261
Rockwell Automation, Inc.		8,415		1,362,893
Rockwell Collins, Inc.		3,810		400,355
Roper Technologies, Inc.		640		148,179
Rush Enterprises, Inc., Class A*		900		33,462
Southwest Airlines Co.		8,910		553,667
Spirit AeroSystems Holdings, Inc., Class A		1,920		111,245
The Toro Co.		770		53,353
TransUnion*		20,940		906,911
Trex Co., Inc.*		155		10,487
Triton International, Ltd/Bermuda		1,265		42,302
Tutor Perini Corp.*		1,590		45,712
Union Pacific Corp.		6,860		747,123
United Continental Holdings, Inc.*		1,230		92,558
United Rentals, Inc.*		2,140		241,199
United Technologies Corp.		2,580		315,044
Valmont Industries, Inc.		690		103,224
Vectrus, Inc.*		1,535		49,611
Wabash National Corp.1		4,100		90,118
Waste Management, Inc.		15,040		1,103,184
WW Grainger, Inc.		1,020		184,141
Total Industrials				14,507,184
Information Technology - 16.7%
3D Systems Corp.*,1		620		11,594
Activision Blizzard, Inc.		3,160		181,921
Adobe Systems, Inc.*		2,790		394,618
Advanced Energy Industries, Inc.*		330		21,348
Advanced Micro Devices, Inc.*		11,890		148,387
Alpha & Omega Semiconductor, Ltd.*		830		13,836
Alphabet, Inc., Class A*		3,285		3,053,999
Appfolio, Inc., Class A*		585		19,071
Apple, Inc.		31,100		4,479,022
Applied Optoelectronics, Inc.*,1		620		38,310
Arista Networks, Inc.*		5,380		805,870
Aspen Technology, Inc.*		530		29,288

The accompanying notes are an integral part of these financial statements.

9

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 16.7% (continued)
Autodesk, Inc.*		560	$	56,459
Bel Fuse, Inc., Class B		350		8,645
Black Knight Financial Services, Inc., Class A*,1		1,820		74,529
Blucora, Inc.*		2,010		42,612
Broadcom, Ltd.		880		205,084
CACI International, Inc., Class A*		140		17,507
Care.com, Inc.*		1,545		23,330
CDK Global, Inc.		9,530		591,432
CDW Corp.		18,310		1,144,924
Cirrus Logic, Inc.*		450		28,224
Cisco Systems, Inc.		8,290		259,477
Coherent, Inc.*		1,860		418,481
Cohu, Inc.		1,220		19,203
CommVault Systems, Inc.*		555		31,330
CoreLogic, Inc.*		5,770		250,303
Corning, Inc.		6,310		189,616
Cree, Inc.*		5,665		139,642
DST Systems, Inc.		1,900		117,230
Electronic Arts, Inc.*		2,455		259,543
EMCORE Corp.		1,935		20,608
ePlus, Inc.*		1,340		99,294
Extreme Networks, Inc.*		2,200		20,284
Facebook, Inc., Class A*		21,080		3,182,658
Fair Isaac Corp.		720		100,375
First Data Corp.*		6,910		125,762
Fiserv, Inc.*		1,410		172,499
Fortinet, Inc.*		22,450		840,528
Hewlett Packard Enterprise Co.		4,740		78,637
HP, Inc.		25,710		449,411
HubSpot, Inc.*,1		170		11,178
InterDigital, Inc.		135		10,436
IPG Photonics Corp.*		920		133,492
Itron, Inc.*		340		23,035
KVH Industries, Inc.*		1,000		9,500
Leidos Holdings, Inc.		13,110		677,656
Limelight Networks, Inc.*		3,600		10,404
LogMeln, Inc.		1,525		159,363
Lumentum Holdings, Inc.*,1		200		11,410
Maxim Integrated Products, Inc.		9,960		447,204
Microsemi Corp.*		1,010		47,268
Microsoft Corp.		35,595		2,453,563
NCR Corp.*		18,400		751,456
NVIDIA Corp.		2,940		425,006
Pegasystems, Inc.		160		9,336
Progress Software Corp.		855		26,411

	Shares		Value
Red Hat, Inc.*		880	$	84,260
RingCentral, Inc., Class A*		2,345		85,710
Sanmina Corp.*		1,290		49,149
Science Applications International Corp.		145		10,066
ServiceNow, Inc.*		4,410		467,460
Skyworks Solutions, Inc.		5,680		544,996
Square, Inc., Class A*		31,760		745,090
Super Micro Computer, Inc.*		505		12,448
Symantec Corp.		30,600		864,450
Synopsys, Inc.*		6,220		453,625
Take-Two Interactive Software, Inc.*		750		55,035
Tech Data Corp.*		775		78,275
Teradata Corp.*,1		4,060		119,729
Texas Instruments, Inc.		13,410		1,031,631
TTM Technologies, Inc.*		2,170		37,671
Ultra Clean Holdings, Inc.*		865		16,219
Vantiv, Inc., Class A*		1,740		110,212
Varonis Systems, Inc.*		2,035		75,702
Viavi Solutions, Inc.*		38,480		405,194
Visa, Inc., Class A		8,430		790,565
Vishay Intertechnology, Inc.1		1,130		18,758
VMware, Inc., Class A*		650		56,830
Western Digital Corp.		5,990		530,714
Workday, Inc., Class A*		2,540		246,380
Xilinx, Inc.		1,650		106,128
Zebra Technologies Corp., Class A*		2,720		273,414
Zix Corp.*		1,620		9,218
Total Information Technology				30,650,538
Materials - 2.1%
Air Products & Chemicals, Inc.		980		140,199
AK Steel Holding Corp.*		4,455		29,269
Berry Global Group, Inc.*		12,610		718,896
Cabot Corp.		6,980		372,941
Century Aluminum Co.*,1		1,190		18,540
The Chemours Co.		735		27,871
Cliffs Natural Resources, Inc.*		8,550		59,166
The Dow Chemical Co.		5,840		368,329
E.I. du Pont de Nemours & Co.		6,500		524,615
Eagle Materials, Inc.		1,720		158,962
Freeport-McMoRan, Inc.*		12,270		147,363
Greif, Inc., Class A		730		40,719
Huntsman Corp.		1,970		50,905
Kronos Worldwide, Inc.		600		10,932
Louisiana-Pacific Corp.*		465		11,211
Newmarket Corp.		200		92,096
Newmont Mining Corp.		2,730		88,425

The accompanying notes are an integral part of these financial statements.

10

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Materials - 2.1% (continued)
Packaging Corp. of America		3,440	$	383,182
Rayonier Advanced Materials, Inc.1		2,945		46,295
The Sherwin-Williams Co.		1,460		512,402
Trinseo, S.A.		1,335		91,714
United States Steel Corp.		1,500		33,210
Total Materials				3,927,242
Real Estate - 2.6%
Alexandria Real Estate Equities, Inc., REIT		760		91,557
American Tower Corp., REIT		9,360		1,238,515
Ashford Hospitality Trust, Inc., REIT		2,940		17,875
Boston Properties, Inc., REIT		1,280		157,466
Care Capital Properties, Inc., REIT		21,750		580,725
CBL & Associates Properties, Inc., REIT1		4,540		38,272
Columbia Property Trust, Inc., REIT		6,030		134,951
Corporate Office Properties Trust, REIT		4,180		146,425
DDR Corp., REIT		23,260		210,968
DiamondRock Hospitality Co.		6,965		76,267
Digital Realty Trust, Inc., REIT		3,200		361,440
Equity Residential, REIT		5,310		349,557
Ferroglobe PLC		2,510		29,994
The Geo Group, Inc., REIT		440		13,011
Gladstone Commercial Corp., REIT		720		15,689
Hersha Hospitality Trust, REIT		4,400		81,444
HFF, Inc., Class A		2,150		74,756
iStar, Inc., REIT*		5,340		64,294
Lexington Realty Trust, REIT		5,800		57,478
The Macerich Co., REIT		1,740		101,024
Piedmont Office Realty Trust, Inc., Class A, REIT		13,300		280,364
PS Business Parks, Inc., REIT		600		79,434
Realty Income Corp., REIT1		740		40,833
SBA Communications Corp., REIT*		2,190		295,431
Senior Housing Properties Trust, REIT		3,500		71,540
Spirit Realty Capital, Inc., REIT		16,000		118,560
Sunstone Hotel Investors, Inc., REIT		2,251		36,281
Tanger Factory Outlet Centers, Inc., REIT		2,120		55,078
Total Real Estate				4,819,229
Telecommunication Services - 0.8%
AT&T, Inc.		13,380		504,827
Sprint Corp.*		8,280		67,979
T-Mobile US, Inc.*		1,960		118,815
Verizon Communications, Inc.		6,550		292,523
Zayo Group Holdings, Inc.*		16,920		522,828
Total Telecommunication Services				1,506,972
Utilities - 1.4%
American States Water Co.		810		38,402

	Shares		Value
American Water Works Co., Inc.		3,905	$	304,395
Atmos Energy Corp.		5,010		415,580
CenterPoint Energy, Inc.		8,355		228,760
Chesapeake Utilities Corp.		200		14,990
Connecticut Water Service, Inc.		135		7,494
Consolidated Edison, Inc.		2,240		181,037
Eversource Energy		1,770		107,457
IDACORP, Inc.		230		19,630
Middlesex Water Co.		225		8,910
New Jersey Resources Corp.		1,100		43,670
OGE Energy Corp.		4,240		147,510
ONE Gas, Inc.		40		2,792
Ormat Technologies, Inc.		955		56,039
Otter Tail Corp.		520		20,592
Pinnacle West Capital Corp.		2,640		224,822
PPL Corp.		8,570		331,316
SJW Group		200		9,836
Unitil Corp.		280		13,527
Vectren Corp.		4,995		291,908
WGL Holdings, Inc.		190		15,852
Xcel Energy, Inc.		2,650		121,582
Total Utilities				2,606,101
Total Common Stocks (cost $103,437,908)				118,690,233
Rights - 0.0%#
DYAX Corp. (Healthcare)*,12 (cost $0)		670		7
	Principal
	Amount
Corporate Bonds and Notes - 4.4%
Energy - 0.0%#
Exxon Mobil Corp., 1.708%, 03/01/19	$	95,000		95,231
Financials - 1.6%
American Express Credit Corp., MTN, 2.250%, 05/05/21		160,000		159,840
Bank of America Corp., MTN, 2.503%, 10/21/22		270,000		266,877
Bank of Montreal, MTN, 2.100%, 12/12/19		185,000		185,460
The Goldman Sachs Group, Inc., 2.350%, 11/15/21		320,000		316,019
JPMorgan Chase & Co., MTN, 2.295%, 08/15/21		330,000		328,272
Morgan Stanley, MTN, 2.625%, 11/17/21		295,000		294,746
The Toronto-Dominion Bank, MTN, 2.250%, 11/05/19		70,000		70,543

The accompanying notes are an integral part of these financial statements.

11

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Financials - 1.6% (continued)
US Bancorp, MTN, 2.200%, 04/25/19	$	175,000	$	176,502
Visa, Inc., 2.200%, 12/14/20		220,000		221,947
Wells Fargo & Co.,
2.500%, 03/04/21		545,000		547,171
MTN, 1.400%, 09/08/17		305,000		305,027
Total Financials				2,872,404
Industrials - 1.8%
3M Co., MTN, 2.000%, 06/26/22		130,000		129,217
Altria Group, Inc., 2.625%, 01/14/20		200,000		203,172
Burlington Northern Santa Fe LLC, 4.700%, 10/01/19		65,000		69,126
Cisco Systems, Inc., 1.400%, 02/28/18		200,000		200,049
Colgate-Palmolive Co., MTN, 1.750%, 03/15/19		105,000		105,314
Dr. Pepper Snapple Group, Inc., 3.130%, 12/15/23		120,000		122,020
Ford Motor Co., 4.346%, 12/08/26		120,000		123,766
General Electric Co.,
5.250%, 12/06/17		340,000		345,605
MTN, Series A, 6.750%, 03/15/32		45,000		61,774
The Home Depot, Inc., 2.250%, 09/10/18		210,000		211,793
Johnson & Johnson, 5.150%, 07/15/18		90,000		93,363
Lockheed Martin Corp., 1.850%, 11/23/18		70,000		70,140
McDonald’s Corp.,
MTN, 5.350%, 03/01/18		195,000		199,863
MTN, 6.300%, 10/15/37		80,000		104,440
PepsiCo, Inc., Series 1, 1.000%, 10/13/17		135,000		134,861
Pfizer, Inc., 1.700%, 12/15/19		230,000		230,448
Tyson Foods, Inc., 2.650%, 08/15/19		200,000		202,621
Union Pacific Corp., 3.646%, 02/15/24		155,000		164,051
United Parcel Service, Inc., 6.200%, 01/15/38		120,000		163,635
Wal-Mart Stores, Inc., 6.500%, 08/15/37		245,000		345,751
Total Industrials				3,281,009
Telecommunication Services - 0.5%
AT&T, Inc., 5.200%, 03/15/20		345,000		370,948
Cisco Systems, Inc., 2.200%, 02/28/21		160,000		160,949
Verizon Communications, Inc., 2.946%, 03/15/22(a)		396,000		399,186
Total Telecommunication Services				931,083
Utilities - 0.5%
BP Capital Markets PLC, 1.676%, 05/03/19		225,000		224,303

	Principal Amount		Value
Consolidated Edison Co. of New York, Inc., Series 08-B, 6.750%, 04/01/38	$	105,000	$	146,596
Dominion Energy, Inc., 4.450%, 03/15/21		75,000		80,285
Georgia Power Co., 5.400%, 06/01/40		65,000		76,087
PacifiCorp, 6.000%, 01/15/39		85,000		110,593
Shell International Finance BV, 1.875%, 05/10/21		130,000		128,477
TransCanada PipeLines, Ltd., 3.800%, 10/01/20		100,000		105,008
Total Utilities				871,349
Total Corporate Bonds and Notes (cost $7,962,607)				8,051,076
U.S. Government and Agency Obligations - 30.5%
Federal Home Loan Mortgage Corporation - 9.6%
FHLMC,
1.375%, 05/01/20		165,000		163,971
2.375%, 01/13/22		105,000		107,273
FHLMC Gold Pool,
2.500%, 07/01/28 to 09/01/46		1,411,695		1,394,120
3.000%, 01/01/29 to 09/01/46		4,491,562		4,529,716
3.500%, 03/01/42 to 03/01/46		5,274,906		5,425,904
4.000%, 03/01/44 to 11/01/45		3,862,139		4,066,740
4.500%, 02/01/39 to 04/01/44		997,016		1,069,984
5.000%, 07/01/35 to 07/01/41		800,628		876,844
5.500%, 04/01/38 to 01/01/39		47,748		53,389
Total Federal Home Loan Mortgage Corporation				17,687,941
Federal National Mortgage Association - 2.9%
FNMA,
1.000%, 10/24/19		350,000		346,240
1.375%, 10/07/21 1		170,000		167,036
1.875%, 02/19/19		440,000		443,479
2.000%, 01/01/30		60,557		59,309
2.500%, 04/01/28 to 05/01/43		1,157,295		1,128,086
2.625%, 09/06/24		305,000		313,226
3.000%, 03/01/42 to 08/01/43		612,448		615,169
3.500%, 11/01/25 to 04/01/42		333,055		345,483
4.000%, 12/01/21 to 11/01/44		359,117		378,556
4.500%, 06/01/39 to 09/01/43		824,593		889,623
5.000%, 09/01/33 to 10/01/41		348,627		381,621

The accompanying notes are an integral part of these financial statements.

12

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Federal National Mortgage Association - 2.9% (continued)
5.500%, 02/01/35 to 05/01/39	$	168,271	$	187,950
Total Federal National Mortgage Association				5,255,778
U.S. Treasury Obligations - 18.0%
U.S. Treasury Bonds,
2.750%, 08/15/42		4,600,000		4,551,033
3.000%, 11/15/45		1,405,000		1,447,424
3.125%, 11/15/41		245,000		259,504
U.S. Treasury Notes,
0.875%, 07/31/19		815,000		806,468
1.000%, 09/30/19 to 11/30/19		1,445,000		1,430,870
1.125%, 07/31/21		1,200,000		1,169,789
1.375%, 05/31/20 to 08/31/20		5,190,000		5,158,664
1.500%, 01/31/22		1,765,000		1,738,525
1.625%, 07/31/20 to 05/15/26		1,755,000		1,695,198
1.750%, 05/15/22 to 06/30/22		1,515,000		1,506,354
1.875%, 11/30/21		2,460,000		2,466,775
2.000%, 02/15/25		705,000		695,471
2.250%, 11/15/24 to 02/15/27		6,265,000		6,289,498
2.500%, 08/15/23 to 05/15/24		3,825,000		3,923,117
Total U.S. Treasury Obligations				33,138,690
Total U.S. Government and Agency Obligations (cost $56,674,711)				56,082,409
Short-Term Investments - 1.8%
Repurchase Agreements - 1.0%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $36,082 (collateralized by various U.S. Government Agency Obligations, 0.000% -9.000%, 07/28/17 - 09/09/49, totaling $36,800)		36,079		36,079

	Principal Amount		Value
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $756,013 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $771,060)	$	755,941	$	755,941
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $43,921 (collateralized by various U.S. Government Agency Obligations, 0.000% -7.250%, 07/15/17 - 01/15/37, totaling $44,795)		43,917		43,917
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $21,572 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $22,002)		21,570		21,570
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $1,000,108 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $1,019,997)		1,000,000		1,000,000
Total Repurchase Agreements				1,857,507
	Shares
Other Investment Companies - 0.8%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		1,427,035		1,427,035
Total Short-Term Investments (cost $3,284,542)				3,284,542
Total Investments - 101.2% (cost $171,359,768)				186,108,267
Other Assets, less Liabilities - (1.2)%				(2,182,850	)
Net Assets - 100.0%			$	183,925,417

The accompanying notes are an integral part of these financial statements.

13

AMG Chicago Equity Partners Small Cap Value Fund

Fund Snapshot (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG Chicago Equity Partners Small Cap Value Fund*			Russell 2000® Value Index
Financials		32.9	%		30.6	%
Industrials		15.3	%		11.7	%
Real Estate		9.6	%		11.6	%
Consumer Discretionary		9.4	%		10.6	%
Information Technology		9.1	%		9.5	%
Utilities		6.9	%		6.7	%
Health Care		5.4	%		5.6	%
Materials		4.9	%		4.1	%
Energy		3.9	%		6.1	%
Consumer Staples		2.9	%		2.8	%
Telecommunication Services		0.3	%		0.7	%
Other Assets and Liabilities		(0.6	)%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Hancock Holding Co.**		1.9	%
Walker & Dunlop, Inc.		1.8
Universal Insurance Holdings, Inc.**		1.6
UMB Financial Corp.**		1.6
Valley National Bancorp		1.5
ARMOUR Residential REIT, Inc., REIT		1.5
Wabash National Corp.		1.4
Wintrust Financial Corp.		1.4
MGIC Investment Corp.		1.4
DiamondRock Hospitality Co., REIT		1.4
Top Ten as a Group		15.5	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

14

AMG Chicago Equity Partners Small Cap Value Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 100.6%
Consumer Discretionary - 9.4%
Beazer Homes USA, Inc.*		1,030	$	14,132
Big 5 Sporting Goods Corp.		2,640		34,452
Bridgepoint Education, Inc.*		1,360		20,074
Callaway Golf Co.		590		7,540
Career Education Corp.*		955		9,168
Chico’s FAS, Inc.		710		6,688
Cooper-Standard Holdings, Inc.*		240		24,209
Dana, Inc.		135		3,015
Flexsteel Industries, Inc.		270		14,610
Group 1 Automotive, Inc.		150		9,498
Johnson Outdoors, Inc., Class A		770		37,122
KB Home1		320		7,670
M/I Homes, Inc.*		1,210		34,546
Marriott Vacations Worldwide Corp.		280		32,970
Meredith Corp.1		410		24,374
MSG Networks, Inc., Class A*		760		17,062
Office Depot, Inc.		7,510		42,356
Perry Ellis International, Inc.*		50		973
Pinnacle Entertainment, Inc.*		1,500		29,640
Sonic Automotive, Inc., Class A		1,425		27,716
TopBuild Corp.*		530		28,127
Tower International, Inc.		430		9,654
Townsquare Media, Inc.*		200		2,048
Wolverine World Wide, Inc.		810		22,688
Total Consumer Discretionary				460,332
Consumer Staples - 2.9%
Central Garden and Pet Co., Class A*		795		23,866
Dean Foods Co.		660		11,220
Ingles Markets, Inc., Class A		10		333
John B Sanfilippo & Son, Inc.		340		21,457
Sanderson Farms, Inc.		307		35,505
SpartanNash Co.		525		13,629
Universal Corp.		350		22,645
Village Super Market, Inc., Class A		535		13,867
Total Consumer Staples				142,522
Energy - 3.9%
Delek US Holdings, Inc.1		1,425		37,677
Ensco PLC, Class A1		300		1,548
Exterran Corp.*		620		16,554
McDermott International, Inc.*		6,875		49,294
Newpark Resources, Inc.*		1,190		8,746
Renewable Energy Group, Inc.*		1,800		23,310

	Shares		Value
Sanchez Energy Corp.*		3,940	$	28,289
Unit Corp.*		500		9,365
W&T Offshore, Inc.*		9,185		18,003
Total Energy				192,786
Financials - 32.9%
1st Source Corp.		210		10,067
American Equity Investment Life Holding Co.		1,605		42,179
Anworth Mortgage Asset Corp., REIT		4,200		25,242
Apollo Commercial Real Estate Finance, Inc., REIT		3		56
ARMOUR Residential REIT, Inc., REIT1		2,900		72,500
BancFirst Corp.		245		23,667
The Bank of NT Butterfield & Son, Ltd.		975		33,248
Cathay General Bancorp		635		24,098
CenterState Banks, Inc.		400		9,944
Charter Financial Corp./MD		880		15,840
City Holding Co.		560		36,887
CVB Financial Corp.		1,495		33,533
Enova International, Inc.*		2,390		35,492
Enterprise Financial Services Corp.		980		39,984
FB Financial Corp.*		980		35,466
Federal Agricultural Mortgage Corp., Class C		699		45,225
First American Financial Corp.		810		36,199
First Connecticut Bancorp, Inc.		275		7,054
First Financial Bancorp		939		26,010
Fulton Financial Corp.		3,497		66,443
Glacier Bancorp, Inc.		460		16,841
Green Bancorp, Inc.*,1		765		14,841
Hancock Holding Co.		1,890		92,610
Home Bancorp, Inc.		65		2,764
Impac Mortgage Holdings, Inc.*		430		6,506
Independent Bank Corp.		1,240		26,970
INTL. FCStone, Inc.*		450		16,992
Invesco Mortgage Capital, Inc., REIT		1,075		17,963
Lakeland Financial Corp.		480		22,022
Macatawa Bank Corp.		700		6,678
MBT Financial Corp.		510		4,947
MGIC Investment Corp.*		6,210		69,552
NBT Bancorp, Inc.		410		15,150
New Residential Investment Corp., REIT		1,845		28,708
Old Second Bancorp, Inc.		720		8,316
Owens Realty Mortgage, Inc., REIT		420		7,123
People’s Utah Bancorp		200		5,360
Preferred Bank		819		43,792

The accompanying notes are an integral part of these financial statements.

15

AMG Chicago Equity Partners Small Cap Value Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Financials - 32.9% (continued)
Regional Management Corp.*		490	$	11,579
Sandy Spring Bancorp, Inc.		975		39,644
Selective Insurance Group, Inc.		1,175		58,809
Shore Bancshares, Inc.		360		5,922
State National Cos., Inc.		280		5,146
Stifel Financial Corp.*		370		17,013
Stock Yards Bancorp, Inc.		230		8,947
Third Point Reinsurance, Ltd.*		630		8,757
UMB Financial Corp.		1,045		78,229
Universal Insurance Holdings, Inc.		3,150		79,380
Valley National Bancorp		6,305		74,462
Walker & Dunlop, Inc.*		1,845		90,091
Waterstone Financial, Inc.		640		12,064
Wintrust Financial Corp.		915		69,943
World Acceptance Corp.*		415		31,088
Total Financials				1,617,343
Health Care - 5.4%
Agenus, Inc.*,1		2,420		9,462
AMAG Pharmaceuticals, Inc.*		565		10,396
AngioDynamics, Inc.*		760		12,320
Array BioPharma, Inc.*,1		2,697		22,574
Halyard Health, Inc.*		755		29,656
Immunomedics, Inc.*		3,000		26,490
Innoviva, Inc.*,1		2,840		36,352
Magellan Health, Inc.*		180		13,122
Molina Healthcare, Inc.*		140		9,685
Novavax, Inc.*		3,015		3,467
Omeros Corp.*		170		3,384
Owens & Minor, Inc.		340		10,945
PharMerica Corp.*		960		25,200
PTC Therapeutics, Inc.*,1		370		6,782
Quidel Corp.*		800		21,712
Tivity Health, Inc.*		540		21,519
Total Health Care				263,066
Industrials - 15.3%
AAR Corp.		1,270		44,145
ABM Industries, Inc.		335		13,909
ACCO Brands Corp.*		4,665		54,347
Applied Industrial Technologies, Inc.		370		21,848
ArcBest Corp.		10		206
Blue Bird Corp.*		1,280		21,760
Brady Corp., Class A		525		17,798
CAI International, Inc.*		210		4,956

	Shares		Value
Costamare, Inc.		1,990	$	14,547
DXP Enterprises, Inc.*		125		4,312
EMCOR Group, Inc.		210		13,730
Ennis, Inc.		1,320		25,212
Esterline Technologies Corp.*		455		43,134
GATX Corp.1		760		48,845
The Greenbrier Cos., Inc.1		620		28,675
Kelly Services, Inc., Class A		1,050		23,572
Moog, Inc., Class A*		145		10,399
MRC Global, Inc.*		3,505		57,903
Quad/Graphics, Inc.		1,525		34,953
Radiant Logistics, Inc.*		2,100		11,298
Rush Enterprises, Inc., Class A*		855		31,789
SkyWest, Inc.		700		24,570
SP Plus Corp.*		470		14,358
Sterling Construction Co., Inc.*		400		5,228
Titan Machinery, Inc.*		1,150		20,677
Triton International, Ltd/Bermuda		860		28,758
Tutor Perini Corp.*		600		17,250
Vectrus, Inc.*		865		27,957
Wabash National Corp.1		3,200		70,336
YRC Worldwide, Inc.*		1,610		17,903
Total Industrials				754,375
Information Technology - 9.1%
Advanced Energy Industries, Inc.*		150		9,704
Alpha & Omega Semiconductor, Ltd.*		120		2,000
Applied Optoelectronics, Inc.*,1		340		21,009
Bel Fuse, Inc., Class B		690		17,043
Blucora, Inc.*		380		8,056
Brooks Automation, Inc.		590		12,797
ChannelAdvisor Corp.*		1,200		13,860
Cohu, Inc.		220		3,463
Comtech Telecommunications Corp.		10		190
Cree, Inc.*		1,515		37,345
Diodes, Inc.*		165		3,965
ePlus, Inc.*		530		39,273
Limelight Networks, Inc.*		2,745		7,933
Progress Software Corp.		170		5,251
QAD, Inc., Class A		350		11,218
Sanmina Corp.*		1,020		38,862
Super Micro Computer, Inc.*,1		770		18,980
Systemax, Inc.		295		5,546
Tech Data Corp.*		465		46,965
TiVo Corp.		1,000		18,650

The accompanying notes are an integral part of these financial statements.

16

AMG Chicago Equity Partners Small Cap Value Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 9.1% (continued)
TTM Technologies, Inc.*		3,130	$	54,337
Viavi Solutions, Inc.*		4,760		50,123
Vishay Intertechnology, Inc.		1,380		22,908
Zedge, Inc., Class B*		1		2
Total Information Technology				449,480
Materials - 4.9%
AK Steel Holding Corp.*,1		6,102		40,090
Boise Cascade Co.*		225		6,840
Century Aluminum Co.*		1,040		16,203
The Chemours Co.		624		23,662
Cliffs Natural Resources, Inc.*		7,545		52,211
Commercial Metals Co.1		420		8,161
Ferroglobe PLC		800		9,560
Globe Specialty Metals, Inc.*		200		2,390
Greif, Inc., Class A		505		28,169
KMG Chemicals, Inc.		85		4,137
Kronos Worldwide, Inc.		1,220		22,228
Ryerson Holding Corp.*		1,650		16,335
Tronox, Ltd.		700		10,584
Total Materials				240,570
Real Estate - 9.6%
Ashford Hospitality Trust, Inc., REIT		6,180		37,574
Care Capital Properties, Inc., REIT		715		19,090
CBL & Associates Properties, Inc., REIT1		2,630		22,171
DiamondRock Hospitality Co., REIT		6,300		68,985
The Geo Group, Inc., REIT		665		19,664
Gladstone Commercial Corp., REIT		1,400		30,506
Hersha Hospitality Trust, REIT		3,090		57,196
iStar, Inc., REIT*		455		5,478
LaSalle Hotel Properties, REIT		1,150		34,270
Lexington Realty Trust, REIT		6,735		66,744
PennyMac Mortgage Investment Trust, REIT		815		14,906
PS Business Parks, Inc., REIT		81		10,724
Sunstone Hotel Investors, Inc., REIT		3,601		58,041
Washington Real Estate Investment Trust, REIT		800		25,520
Xenia Hotels & Resorts, Inc., REIT		180		3,487
Total Real Estate				474,356
Telecommunication Services - 0.3%
Cincinnati Bell, Inc.*		685		13,392
Utilities - 6.9%
ALLETE, Inc.		120		8,602
American States Water Co.		270		12,801
Chesapeake Utilities Corp.		435		32,603

	Shares		Value
Connecticut Water Service, Inc.		395	$	21,926
IDACORP, Inc.		357		30,470
Middlesex Water Co.		480		19,008
New Jersey Resources Corp.		895		35,532
Northwest Natural Gas Co.		580		34,713
ONE Gas, Inc.		110		7,679
Ormat Technologies, Inc.		900		52,812
Otter Tail Corp.		640		25,344
SJW Group		640		31,475
WGL Holdings, Inc.		320		26,698
Total Utilities				339,663
Total Common Stocks (cost $4,623,903)				4,947,885
	Principal Amount
Short-Term Investments - 6.6%
Repurchase Agreements - 6.0%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $12,471 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 07/28/17 - 09/09/49, totaling $12,719)	$	12,470		12,470
Citibank N.A., dated 06/30/17, due 07/03/17, 1.080% total to be received $261,309 (collateralized by various U.S. Government Agency Obligations, 0.000% - 8.000%, 11/15/17 - 02/15/47, totaling $266,511)		261,285		261,285
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $15,180 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $15,483)		15,179		15,179
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $7,456 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $7,604)		7,455		7,455
Total Repurchase Agreements				296,389
	Shares
Other Investment Companies - 0.6%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		29,010		29,010
Total Short-Term Investments (cost $325,399)				325,399
Total Investments - 107.2% (cost $4,949,302)				5,273,284
Other Assets, less Liabilities - (7.2)%				(354,098	)
Net Assets - 100.0%			$	4,919,186

The accompanying notes are an integral part of these financial statements.

17

AMG Managers Amundi Intermediate Government Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Category	AMG Managers Amundi Intermediate Government Fund*
U.S. Government and Agency Obligations		122.5	%
Asset-Backed Securities		6.4	%
Mortgage-Backed Securities		0.6	%
TBA Forward Sale Commitments		(0.8	)%
Other Assets and Liabilities		(28.7	)%

^*  As a percentage of net assets.

Rating	AMG Managers Amundi Intermediate Government Fund***
U.S. Government and Agency Obligations		94.6	%
Aaa		5.0	%
Aa		0.0	%#
Baa		0.1	%
Ba & lower		0.3	%
N/R		0.0	%#

^***  As a percentage of market value of fixed-income securities.

^#  Less than 0.05%.

TOP TEN HOLDINGS

Security Name	% of Net Assets
FHLMC Gold Pool, 4.000%, TBA 30 years		14.1	%
FNMA, 4.000%, TBA 30 years		11.4
FHLMC Gold Pool, 3.500%, TBA 30 years		7.0
FNMA, 3.500%, TBA 30 years		4.3
FNMA, 4.500%, TBA 30 years		3.9
FNMA, 4.000%, 9/01/55**		2.3
Progress Residential Trust, Series 2015-SFR2, Class A, 2.740%, 06/12/32**		2.3
FNMA, 3.000%, 6/01/45		2.0
FNMA, 4.500%, 9/01/53		1.9
FNMA, 5.000%, 8/01/40		1.7
Top Ten as a Group		50.9	%

^**  Top Ten Holdings as of December 31, 2016.

Credit quality ratings shown above reflect the highest rating assigned by either Standard & Poor’s (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”). These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

18

AMG Managers Amundi Intermediate Government Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Principal Amount		Value
Asset-Backed Securities - 6.4%
Colony American Homes,
Series 2014-1A, Class A, 2.359%, 05/17/31 (07/17/17) (a)6,7	$	1,460,736	$	1,468,728
Series 2014-2A, Class A, 2.166%, 07/17/31 (07/17/17) (a)6		1,400,110		1,400,109
Invitation Homes Trust, Series 2015-SFR3, Class A, 2.509%, 08/17/32 (07/17/17) (a)6		1,835,872		1,844,244
Progress Residential Trust,
Series 2015-SFR2, Class A, 2.740%, 06/12/32 (a)7		2,958,450		2,963,702
Series 2016-SFR1, Class A, 2.709%, 09/17/33 (07/17/17) (a)6		353,409		359,402
SWAY Residential Trust, Series 2014-1, Class A, 2.509%, 01/17/32 (07/17/17) (a)6,7		34,624		34,624
Tricon American Homes, Series 2015-SFR1, Class A, 2.422%, 05/17/32 (07/17/17) (a)6		298,077		299,744
Total Asset-Backed Securities (cost $8,699,209)				8,370,553
Mortgage-Backed Securities - 0.6%
American Home Mortgage Assets Trust, Series 2005-1, Class 1A1, 3.429%, 11/25/354		50,142		43,282
American Home Mortgage Investment Trust,
Series 2004-1, Class 4A, 3.415%, 04/25/44 (08/25/17)6		94,078		87,819
Series 2005-1, Class 5A1, 3.414%, 06/25/45 (08/25/17)6		15,360		15,325
Banc of America Funding Trust, Series 2004-B, Class 1A2, 3.005%, 12/20/344		64,538		50,928
GSMPS Mortgage Loan Trust, Series 2005-RP2, Class 1AF, 1.566%, 03/25/35 (07/25/17) (a)5,6		142,313		125,681
GSR Mortgage Loan Trust, Series 2004-5, Class 1A3, 2.910%, 05/25/34 (08/25/17)6		24,958		24,376
Harborview Mortgage Loan Trust, Series 2004-7, Class 2A2, 3.059%, 11/19/344		45,787		44,154
Reperforming Loan REMIC Trust, Series 2004-R2, Class 1AF1, 1.636%, 11/25/34 (07/25/17) (a)5,6		78,572		69,437
Structured Asset Securities Corp., Series 2005-RF1, Class A, 1.566%, 03/25/35 (07/25/17) (a)5,6		169,198		149,026
Wells Fargo Mortgage Backed Securities Trust, Series 2007-16, Class 1A1, 6.000%, 12/28/37		115,261		120,023
Total Mortgage-Backed Securities (cost $797,753)				730,051
U.S. Government and Agency Obligations - 122.5%
Federal Home Loan Mortgage Corporation - 34.6%
FHLMC, 2.804%, 11/01/33 (09/15/17)6,7		542,862		576,346
FHLMC Gold Pool,
3.000%, 10/01/42 to 06/01/45		2,289,468		2,297,944
3.500%, 04/01/32 to 02/01/477		6,849,317		7,086,434
3.500%, TBA 30 years8,9		8,900,000		9,126,434
4.000%, 09/01/31		333,388		354,268
4.000%, TBA 30 years8,9		17,600,000		18,474,704
4.500%, 02/01/20 to 09/01/417		1,801,784		1,931,581
5.000%, 05/01/18 to 06/01/417		2,255,932		2,461,545
5.500%, 11/01/17 to 01/01/397		1,916,952		2,125,821
6.000%, 09/01/17 to 01/01/24		198,606		209,528
7.000%, 07/01/19		41,869		42,989

The accompanying notes are an integral part of these financial statements.

19

AMG Managers Amundi Intermediate Government Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Federal Home Loan Mortgage Corporation - 34.6% (continued)
FHLMC Gold Pool,
7.500%, 07/01/347	$	587,696	$	690,776
Total Federal Home Loan Mortgage Corporation				45,378,370
Federal National Mortgage Association - 56.3%
FNMA,
2.500%, 02/01/43		688,932		667,536
2.929%, 06/01/34 (08/25/17)6,7		465,976		484,477
3.000%, 01/01/43 to 06/01/45		4,645,487		4,661,534
3.000%, TBA 30 years8,9		900,000		897,395
3.194%, 08/01/34 (08/25/17)6		173,463		182,987
3.500%, 05/01/42 to 11/01/467		11,980,207		12,352,823
3.500%, TBA 30 years8,9		1,000,000		1,027,070
3.500%, TBA 30 years8,9		5,510,000		5,649,638
4.000%, 01/01/26 to 09/01/557		11,762,357		12,452,447
4.000%, TBA 30 years8,9		14,200,000		14,902,511
4.500%, 11/01/26 to 09/01/537		7,553,047		8,159,893
4.500%, TBA 30 years8,9		4,800,000		5,142,469
4.750%, 07/01/34 to 09/01/34		213,473		233,313
5.000%, 06/01/18 to 08/01/40		2,235,035		2,465,951
5.500%, 02/01/18 to 08/01/417		2,393,459		2,670,305
6.000%, 08/01/17 to 06/01/397		932,733		1,025,847
6.500%, 07/01/32		60,617		61,765
7.000%, 11/01/227		240,463		255,735
FNMA REMICS,
Series 1994-55, Class H, 7.000%, 03/25/247		373,146		410,206
Series 2005-13, Class AF, 1.616%, 03/25/35 (07/25/17)6,7		224,648		225,317
FNMA REMICS Whole Loan, Series 2003-W4, Class 4A, 6.703%, 10/25/424		55,894		63,880
Total Federal National Mortgage Association				73,993,099
Government National Mortgage Association - 30.3%
GNMA,
3.000%, 11/15/42 to 06/20/45		3,527,510		3,573,390
3.000%, TBA 30 years8,9		2,000,000		2,020,156
3.500%, 08/15/43 to 11/20/457		8,723,196		9,077,387
4.000%, 06/20/43 to 04/20/477		13,433,773		14,237,604
4.500%, 05/15/39 to 02/15/467		5,007,603		5,417,117
5.000%, 12/15/35 to 12/15/457		4,011,353		4,423,609
5.500%, 10/15/39 to 11/15/397		926,878		1,045,962
7.500%, 09/15/28 to 11/15/31		20,009		20,740
Total Government National Mortgage Association				39,815,965

The accompanying notes are an integral part of these financial statements.

20

AMG Managers Amundi Intermediate Government Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Interest Only Strips - 1.3%
FHLMC, Series 212, Class IO, 6.000%, 05/15/315	$	960	$	203
FHLMC REMICS,
Series 2380, Class SI, 6.741%, 06/15/31 (07/15/17)5,6		8,657		1,867
Series 2922, Class SE, 5.591%, 02/15/35 (07/15/17)6		85,096		16,584
Series 2934, Class HI, 5.000%, 02/15/20		20,582		910
Series 2934, Class KI, 5.000%, 02/15/20		14,296		586
Series 2965, Class SA, 4.891%, 05/15/32 (07/15/17)6		166,824		23,593
Series 2967, Class JI, 5.000%, 04/15/20		40,334		1,854
Series 2980, Class SL, 5.541%, 11/15/34 (07/15/17)6		119,868		28,544
Series 3065, Class DI, 5.461%, 04/15/35 (07/15/17)6		233,804		43,270
Series 3308, Class S, 6.041%, 03/15/32 (07/15/17)6		157,197		30,391
Series 3424, Class XI, 5.411%, 05/15/36 (07/15/17)6		195,222		34,007
Series 3489, Class SD, 6.641%, 06/15/32 (07/15/17)6		91,801		18,952
Series 3685, Class EI, 5.000%, 03/15/195		39,992		492
Series 3731, Class IO, 5.000%, 07/15/195		22,096		361
Series 3882, Class AI, 5.000%, 06/15/26		67,376		2,384
Series 4395, Class TI, 4.000%, 05/15/26		577,568		53,794
FNMA,
Series 222, Class 2, 7.000%, 06/25/235		4,735		749
Series 343, Class 21, 4.000%, 09/25/185		16,313		274
Series 343, Class 22, 4.000%, 11/25/185		8,958		157
Series 351, Class 3, 5.000%, 04/25/34		51,800		9,083
Series 351, Class 4, 5.000%, 04/25/34		30,069		5,423
Series 351, Class 5, 5.000%, 04/25/34		25,282		4,560
FNMA REMICS,
Series 2004-51, Class SX, 5.904%, 07/25/34 (07/25/17)6		91,763		17,658
Series 2004-64, Class SW, 5.834%, 08/25/34 (07/25/17)6		295,940		55,405
Series 2005-12, Class SC, 5.534%, 03/25/35 (07/25/17)6		126,674		21,828
Series 2005-45, Class SR, 5.504%, 06/25/35 (07/25/17)6		234,317		42,508
Series 2005-65, Class KI, 5.784%, 08/25/35 (07/25/17)6,7		539,745		99,440
Series 2005-89, Class S, 5.484%, 10/25/35 (07/25/17)6		552,994		99,433
Series 2006-3, Class SA, 4.934%, 03/25/36 (07/25/17)6		110,489		17,329
Series 2007-75, Class JI, 5.329%, 08/25/37 (07/25/17)6		103,779		18,472
Series 2008-86, Class IO, 4.500%, 03/25/235		58,348		1,325
Series 2009-31, Class PI, 5.000%, 11/25/38		656,329		102,451
Series 2010-37, Class GI, 5.000%, 04/25/255		26,150		426
Series 2010-65, Class IO, 5.000%, 09/25/20		133,899		5,301
Series 2010-121, Class IO, 5.000%, 10/25/25		38,531		1,046
Series 2011-69, Class AI, 5.000%, 05/25/185		34,125		291
Series 2011-88, Class WI, 3.500%, 09/25/26		240,129		24,530

The accompanying notes are an integral part of these financial statements.

21

AMG Managers Amundi Intermediate Government Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Interest Only Strips - 1.3% (continued)
FNMA REMICS,
Series 2011-124, Class IC, 3.500%, 09/25/21	$	158,350	$	5,769
Series 2012-126, Class SJ, 3.784%, 11/25/42 (07/25/17)6		563,979		90,891
GNMA,
Series 2011-32, Class KS, 9.757%, 06/16/34 (07/16/17)6		149,263		15,863
Series 2011-94, Class IS, 5.528%, 06/16/36 (07/16/17)6		178,786		22,811
Series 2011-157, Class SG, 5.388%, 12/20/41 (07/20/17)6		736,681		162,476
Series 2011-167, Class IO, 5.000%, 12/16/20		66,671		1,850
Series 2012-34, Class KS, 4.878%, 03/16/42 (07/16/17)6		361,066		84,771
Series 2012-69, Class QI, 4.000%, 03/16/41		229,219		34,089
Series 2012-103, Class IB, 3.500%, 04/20/40		188,097		18,136
Series 2012-140, Class IC, 3.500%, 11/20/42		522,556		107,004
Series 2014-173, Class AI, 4.000%, 11/20/38		246,474		19,491
Series 2016-46, Class JI, 4.500%, 04/20/46		255,431		56,060
Series 2016-81, Class IO, 4.000%, 06/20/46		473,406		90,199
Series 2016-108, Class QI, 4.000%, 08/20/46		281,352		66,577
Series 2016-145, Class UI, 3.500%, 10/20/46		475,478		96,208
Total Interest Only Strips				1,657,676
Total U.S. Government and Agency Obligations (cost $159,803,350)				160,845,110
Short-Term Investments - 14.6%
U.S. Treasury Bills - 0.1%
U. S. Treasury Bills, 0.20%, 08/24/1710,11		110,000		109,894
	Shares
Other Investment Companies - 14.5%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3,7		19,118,779		19,118,779
Total Short-Term Investments (cost $19,228,673)				19,228,673
Total Investments - 144.1% (cost $188,528,985)				189,174,387
Other Assets, less Liabilities - (44.1)%				(57,877,461	)
Net Assets - 100.0%			$	131,296,926

The accompanying notes are an integral part of these financial statements.

22

AMG Managers Amundi Short Duration Government Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

	AMG Managers Amundi Short Duration
Category	Government Fund*
U.S. Government and Agency Obligations		83.7	%
Asset-Backed Securities		10.8	%
Mortgage-Backed Securities		0.3	%
TBA Forward Sale Commitments		(1.5	)%
Other Assets and Liabilities		6.7	%

^*  As a percentage of net assets.

	AMG Managers Amundi Short Duration
Rating	Government Fund***
U.S. Government and Agency Obligations		88.3	%
Aaa		11.7	%

^***  As a percentage of market value of fixed-income securities.

TOP TEN HOLDINGS

Security Name	% of Net Assets
GNMA, 6.000%, 01/15/36**		3.2	%
FHLMC Gold Pool, 5.000%, 05/01/39		3.0
FNMA, 4.000%, 02/01/41**		2.4
FNMA, 5.500%, 05/01/34**		2.2
FNMA, 4.500%, 04/01/35**		2.2
FHLMC Gold Pool, 4.500%, 10/01/44		2.1
FHLMC Gold Pool, 4.000%, 12/01/44**		2.0
FNMA, 5.500%, 08/01/41**		1.9
FNMA, 3.443%, 04/01/37**		1.9
FHLMC Gold Pool, 4.500%, 03/01/42		1.9
Top Ten as a Group		22.8	%

^**  Top Ten Holdings as of December 31, 2016.

Credit quality ratings shown above reflect the highest rating assigned by either Standard & Poor’s (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”). These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

23

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Principal Amount		Value
Asset-Backed Securities - 10.8%
AmeriCredit Automobile Receivables Trust, Series 2013-3, Class D, 3.000%, 07/08/19	$	250,000	$	251,555
Capital Auto Receivables Asset Trust, Series 2013-4, Class D, 3.220%, 05/20/19		1,340,000		1,349,121
Colony American Homes,
Series 2014-1A, Class A, 2.359%, 05/17/31 (07/17/17) (a)6		3,281,106		3,299,058
Series 2014-2A, Class A, 2.166%, 07/17/31 (07/17/17) (a)6		1,335,842		1,335,841
Series 2015-1A, Class A, 2.372%, 07/17/32 (07/17/17) (a)6		3,495,202		3,500,375
Drive Auto Receivables Trust,
Series 2015-AA, Class C, 3.060%, 05/17/21 (a)		2,106,129		2,121,369
Series 2015-BA, Class C, 2.760%, 07/15/21 (a)		2,104,184		2,115,929
Series 2015-CA, Class C, 3.010%, 05/17/21 (a)		617,574		622,378
Series 2015-DA, Class B, 2.590%, 12/16/19 (a)		96,569		96,639
Series 2016-BA, Class B, 2.560%, 06/15/20 (a)		1,100,000		1,103,608
Series 2017-AA, Class A2, 1.480%, 03/15/19 (a)		1,075,560		1,075,307
Invitation Homes Trust, Series 2015-SFR3, Class A, 2.509%, 08/17/32 (07/17/17) (a)6		1,458,180		1,464,829
Progress Residential Trust, Series 2016-SFR1, Class A, 2.709%, 09/17/33 (07/17/17) (a)6		512,691		521,386
Santander Drive Auto Receivables Trust,
Series 2013-4, Class D, 3.920%, 01/15/20		2,560,000		2,591,458
Series 2014-1, Class C, 2.360%, 04/15/20		133,349		133,640
SWAY Residential Trust, Series 2014-1, Class A, 2.509%, 01/17/32 (07/17/17) (a)6		44,868		44,868
Tricon American Homes, Series 2015-SFR1, Class A, 2.422%, 05/17/32 (07/17/17) (a)6		435,994		438,431
Total Asset-Backed Securities (cost $24,233,896)				22,065,792
Mortgage-Backed Securities - 0.3%
Angel Oak Mortgage Trust I LLC, Series 2017-2, Class A1, 2.478%, 07/25/47 (a)4 (cost $499,994)		500,000		499,994
U.S. Government and Agency Obligations - 83.7%
Federal Home Loan Mortgage Corporation - 26.7%
FHLMC,
2.549%, 11/01/33 (09/15/17)6		654,079		685,038
2.722%, 10/01/33 (09/15/17)6		657,742		692,992
2.725%, 11/01/33 (09/15/17)6		689,408		732,196
2.737%, 10/01/33 (09/15/17)6		1,160,559		1,222,269
2.809%, 12/01/33 (09/15/17)6		1,030,965		1,084,230
2.821%, 05/01/34 (09/15/17)6		1,395,463		1,468,491
2.975%, 10/01/28 (09/15/17)6		21,485		22,641
3.040%, 04/01/34 (09/15/17)6		428,005		449,170
3.092%, 02/01/23 (09/15/17)6		79,326		82,973
3.115%, 03/01/34 (09/15/17)6		1,694,648		1,771,184
3.260%, 06/01/35 (09/15/17)6		479,779		507,953
3.371%, 09/01/33 (09/15/17)6		1,452,669		1,535,693

The accompanying notes are an integral part of these financial statements.

24

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Federal Home Loan Mortgage Corporation - 26.7% (continued)
FHLMC,
3.397%, 05/01/35 (09/15/17)6	$	772,623	$	818,420
FHLMC Gold Pool,
3.000%, 04/01/31		2,585,834		2,659,004
4.000%, 12/01/44		3,817,426		4,031,897
4.500%, 05/01/19 to 10/01/44		14,422,578		15,497,393
5.000%, 10/01/18 to 05/01/39		8,074,757		8,783,630
5.500%, 12/01/32 to 08/01/40		5,781,660		6,468,485
6.000%, 02/01/22 to 01/01/24		2,463,460		2,610,215
6.500%, 03/01/18 to 10/01/23		131,444		138,085
7.000%, 07/01/19		35,258		36,201
7.500%, 03/01/33		175,052		201,803
FHLMC REMICS,
Series 2627, Class BM, 4.500%, 06/15/18 to 02/15/35		102,849		103,400
Series 2668, Class AG, 4.000%, 09/15/18 to 06/15/38		1,322,804		726,741
Series 2877, Class CI, 5.500%, 07/15/33 to 01/15/35		73,940		74,582
Series 3153, Class UG, 1.609%, 05/15/36 (07/15/17)6		1,876,080		1,884,020
Series 3653, Class JK, 5.000%, 11/15/38		131,485		136,764
Series 3756, Class DA, 1.200%, 11/15/18		122,357		121,868
Series 3846, Class CK, 1.500%, 09/15/20		7,704		7,697
Total Federal Home Loan Mortgage Corporation				54,555,035
Federal National Mortgage Association - 49.3%
FNMA,
2.675%, 09/01/33 (8/25/2017)6		693,512		736,594
2.708%, 09/01/33 (8/25/2017)6		228,408		239,695
2.712%, 01/01/34 (8/25/2017)6		583,310		613,230
2.812%, 02/01/33 (8/25/2017)6		787,949		816,794
2.823%, 12/01/34 (8/25/2017)6		1,643,150		1,733,210
2.829%, 08/01/33 (8/25/2017)6		342,727		355,908
2.897%, 12/01/34 (8/25/2017)6		1,598,173		1,685,072
2.913%, 05/01/33 (8/25/2017)6		1,130,084		1,187,184
2.929%, 06/01/34 (8/25/2017)6		584,611		607,821
2.951%, 11/01/34 (8/25/2017)6		2,449,700		2,593,081
2.969%, 04/01/34 (8/25/2017)6		377,240		396,989
2.980%, 06/01/35 (8/25/2017)6		92,769		98,330
3.001%, TBA 30 years8,9		2,900,000		2,973,180
3.001%, 01/01/36 (8/25/2017)6		2,757,911		2,913,801
3.014%, 04/01/34 (8/25/2017)6		471,212		496,483
3.016%, 10/01/35 (8/25/2017)6		1,084,926		1,136,044
3.071%, 07/01/34 (8/25/2017)6		980,058		1,033,429

The accompanying notes are an integral part of these financial statements.

25

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Federal National Mortgage Association - 49.3% (continued)
FNMA,
3.076%, 12/01/33 (8/25/2017)6	$	408,404	$	429,670
3.077%, 08/01/35 (8/25/2017)6		1,025,525		1,082,464
3.121%, 06/01/33 (8/25/2017)6		281,986		295,878
3.135%, 05/01/34 (8/25/2017)6		1,491,466		1,564,664
3.194%, 08/01/34 (8/25/2017)6		216,829		228,734
3.228%, 03/01/34 (8/25/2017)6		175,200		184,396
3.425%, 01/01/34 (8/25/2017)6		1,175,360		1,234,638
3.435%, 01/01/33 (8/25/2017)6		788,789		829,083
3.443%, 04/01/37 (8/25/2017)6,7		3,724,959		3,915,715
3.476%, 01/01/36 (8/25/2017)6		27,669		29,177
3.516%, 06/01/34 (8/25/2017)6		1,534,931		1,627,452
4.000%, 10/01/21 to 06/01/42		8,011,477		8,470,590
4.500%, 10/01/19 to 02/01/41		15,749,869		17,031,968
4.501%, TBA 30 years8,9		2,300,000		2,464,100
5.000%, 10/01/19 to 01/01/41		12,109,899		13,197,974
5.500%, 05/01/34 to 08/01/41		10,307,671		11,692,609
6.000%, 09/01/21 to 08/01/37		5,470,360		6,046,261
6.500%, 04/01/18 to 08/01/32		2,732,461		3,087,526
7.000%, 11/01/22		896,264		953,186
7.500%, 08/01/33 to 09/01/33		53,313		63,526
FNMA Grantor Trust,
Series 2002-T5, Class A1, 1.456%, 05/25/32 (07/25/17)6		187,484		185,126
Series 2003-T4, Class 1A, 1.253%, 09/26/33 (07/26/17)6		13,233		13,157
FNMA REMICS,
Series 1994-31, Class ZC, 6.500%, 02/25/24		320,903		347,376
Series 1994-76, Class J, 5.000%, 04/25/24		45,095		45,473
Series 2001-63, Class FA, 1.759%, 12/18/31 (07/18/17)6		332,002		336,954
Series 2002-47, Class FD, 1.616%, 08/25/32 (07/25/17)6		392,580		392,928
Series 2002-56, Class UC, 5.000%, 09/25/17		1,646		1,649
Series 2003-2, Class FA, 1.716%, 02/25/33 (07/25/17)6		300,807		302,195
Series 2003-3, Class HJ, 5.000%, 02/25/18		13,946		14,046
Series 2004-1, Class AC, 4.000%, 02/25/19		11,442		11,678
Series 2004-21, Class AE, 4.000%, 04/25/19		86,356		88,288
Series 2004-27, Class HB, 4.000%, 05/25/19		56,726		57,464
Series 2004-53, Class NC, 5.000%, 07/25/24		248,987		266,993
Series 2005-13, Class AF, 1.616%, 03/25/35 (07/25/17)6		418,766		420,015
Series 2005-19, Class PA, 5.000%, 07/25/34		122,186		127,628
Series 2005-58, Class EP, 5.000%, 07/25/35		189,634		207,563
Series 2005-68, Class PB, 5.750%, 07/25/35		24,354		25,310

The accompanying notes are an integral part of these financial statements.

26

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Federal National Mortgage Association - 49.3% (continued)
FNMA REMICS,
Series 2005-68, Class PC, 5.000%, 07/25/35	$	159,381	$	165,943
Series 2007-56, Class FN, 1.586%, 06/25/37 (07/25/17)6		134,307		133,673
Series 2008-59, Class KB, 4.500%, 07/25/23		44,877		46,022
Series 2010-12, Class AC, 2.500%, 12/25/18		44,388		44,432
Series 2011-60, Class UC, 2.500%, 09/25/39		194,391		195,335
FNMA REMICS Whole Loan,
Series 2003-W1, Class 2A, 7.500%, 12/25/424		15,633		17,889
Series 2003-W13, Class AV2, 1.390%, 10/25/33 (07/25/17)5,6		12,759		12,715
Series 2003-W4, Class 4A, 6.703%, 10/25/424		335,363		383,277
Series 2004-W14, Class 1AF, 1.616%, 07/25/44 (07/25/17)6		1,588,585		1,531,653
Series 2004-W5, Class F1, 1.666%, 02/25/47 (07/25/17)6		371,031		366,916
Series 2005-W2, Class A1, 1.416%, 05/25/35 (07/25/17)6		827,191		820,499
Total Federal National Mortgage Association				100,608,653
Government National Mortgage Association - 3.7%
GNMA,
4.000%, 09/15/18		54,977		56,732
5.000%, 01/15/46		843,281		919,794
6.000%, 01/15/367		5,741,015		6,583,507
9.500%, 12/15/17		16		16
Total Government National Mortgage Association				7,560,049
Interest Only Strips - 2.1%
FHLMC REMICS,
Series 2922, Class SE, 5.591%, 02/15/35 (07/15/17)6		191,811		37,382
Series 2934, Class HI, 5.000%, 02/15/20		29,403		1,299
Series 2934, Class KI, 5.000%, 02/15/20		16,678		684
Series 2965, Class SA, 4.891%, 05/15/32 (07/15/17)6		413,075		58,418
Series 2967, Class JI, 5.000%, 04/15/20		94,913		4,363
Series 2980, Class SL, 5.541%, 11/15/34 (07/15/17)6		264,530		62,992
Series 2981, Class SU, 6.641%, 05/15/30 (07/15/17)6		195,253		32,278
Series 3065, Class DI, 5.461%, 04/15/35 (07/15/17)6		714,722		132,275
Series 3308, Class S, 6.041%, 03/15/32 (07/15/17)6		356,588		68,939
Series 3424, Class XI, 5.411%, 05/15/36 (07/15/17)6		508,517		88,582
Series 3489, Class SD, 6.641%, 06/15/32 (07/15/17)6		205,453		42,416
Series 3685, Class EI, 5.000%, 03/15/195		89,302		1,099
Series 3731, Class IO, 5.000%, 07/15/195		50,122		818
Series 3882, Class AI, 5.000%, 06/15/26		53,890		1,907
FNMA, Series 306, Class IO, 8.000%, 05/25/305		60,271		16,556

The accompanying notes are an integral part of these financial statements.

27

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Interest Only Strips - 2.1% (continued)
FNMA REMICS,
Series 2004-51, Class SX, 5.904%, 07/25/34 (07/25/17)6	$	230,299	$	44,316
Series 2004-64, Class SW, 5.834%, 08/25/34 (07/25/17)6		681,007		127,495
Series 2004-66, Class SE, 5.284%, 09/25/34 (07/25/17)6		107,221		18,052
Series 2005-12, Class SC, 5.534%, 03/25/35 (07/25/17)6		242,032		41,707
Series 2005-45, Class SR, 5.504%, 06/25/35 (07/25/17)6		577,355		104,738
Series 2005-5, Class SD, 5.484%, 01/25/35 (07/25/17)6		170,824		28,513
Series 2005-65, Class KI, 5.784%, 08/25/35 (07/25/17)6		1,346,177		248,013
Series 2005-66, Class GS, 5.634%, 07/25/20 (07/25/17)6		50,226		2,509
Series 2006-3, Class SA, 4.934%, 03/25/36 (07/25/17)6		255,717		40,106
Series 2007-75, Class JI, 5.329%, 08/25/37 (07/25/17)6		124,509		22,162
Series 2007-85, Class SI, 5.244%, 09/25/37 (07/25/17)6		277,364		49,317
Series 2008-86, Class IO, 4.500%, 03/25/235		146,056		3,316
Series 2008-87, Class AS, 6.434%, 07/25/33 (07/25/17)6		753,877		151,357
Series 2009-31, Class PI, 5.002%, 11/25/38		763,543		119,187
Series 2010-105, Class IO, 5.006%, 08/25/20		198,201		8,216
Series 2010-121, Class IO, 5.004%, 10/25/25		103,404		2,807
Series 2010-37, Class GI, 5.003%, 04/25/255		67,173		1,096
Series 2010-65, Class IO, 5.005%, 09/25/20		346,119		13,702
Series 2010-68, Class SJ, 5.334%, 07/25/40 (07/25/17)6		293,049		58,705
Series 2011-124, Class IC, 3.500%, 09/25/21		750,812		27,352
Series 2011-69, Class AI, 5.001%, 05/25/185		91,164		776
Series 2011-88, Class WI, 3.500%, 09/25/26		704,578		71,976
Series 2012-126, Class SJ, 3.784%, 11/25/42 (07/25/17)6		3,709,197		597,776
GNMA,
Series 2011-157, Class SG, 5.388%, 12/20/41 (07/20/17)6		975,557		215,160
Series 2011-167, Class IO, 5.000%, 12/16/20		392,657		10,895
Series 2011-32, Class KS, 9.757%, 06/16/34 (07/16/17)6		362,628		38,538
Series 2011-94, Class IS, 5.528%, 06/16/36 (07/16/17)6		401,682		51,249
Series 2012-101, Class AI, 3.500%, 08/20/27		410,842		45,735
Series 2012-103, Class IB, 3.500%, 04/20/40		818,837		78,950
Series 2012-140, Class IC, 3.500%, 11/20/42		656,614		134,455
Series 2012-34, Class KS, 4.878%, 03/16/42 (07/16/17)6		2,772,756		650,985
Series 2012-69, Class QI, 4.000%, 03/16/41		1,212,576		180,334
Series 2012-96, Class IC, 3.000%, 08/20/27		680,394		68,334
Series 2013-5, Class BI, 3.500%, 01/20/43		269,349		49,665
Series 2014-173, Class AI, 4.000%, 11/20/38		234,089		18,511
Series 2016-108, Class QI, 4.000%, 08/20/46		320,893		75,934
Series 2016-145, Class UI, 3.501%, 10/20/46		568,175		114,964
Series 2016-46, Class JI, 4.500%, 04/20/46		289,049		63,438

The accompanying notes are an integral part of these financial statements.

28

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Interest Only Strips - 2.1% (continued)
GNMA,
Series 2016-81, Class IO, 4.000%, 06/20/46	$	538,387	$	102,580
Total Interest Only Strips				4,232,929
U.S. Government Obligations - 1.9%
U.S. Treasury Inflation Indexed Bonds, 2.375%, 01/15/27		3,310,207		3,843,038
Total U.S. Government and Agency Obligations (cost $167,466,542)				170,799,704
Short-Term Investments - 11.5%
U.S. Government and Agency Discount Notes - 9.2%
FHLB, 0.10%, 07/06/1710		3,000,000		2,999,640
FHLB, 0.24%, 07/26/1710		4,000,000		3,997,611
FHLB, 0.50%, 08/18/1710		5,000,000		4,993,733
FHLB, 0.66%, 09/20/1710		3,000,000		2,993,220
FHLB, 0.92%, 08/15/1710		3,750,000		3,745,195
Total U.S. Government and Agency Discount Notes				18,729,399
U.S. Treasury Bills - 0.5%
U. S. Treasury Bills, 0.21%, 08/24/1710,11		980,000		979,010
	Shares
Other Investment Companies - 1.8%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		3,728,513		3,728,513
Total Short-Term Investments (cost $23,437,222)				23,436,922
Total Investments - 106.3% (cost $215,637,654)				216,802,412
Other Assets, less Liabilities - (6.3)%				(12,798,003	)
Net Assets - 100.0%			$	204,004,409

The accompanying notes are an integral part of these financial statements.

29

Notes to Schedules of Portfolio Investments (unaudited)

The following footnotes should be read in conjunction with each of the Schedules of Portfolio Investments previously presented in this report.

At June 30, 2017, the approximate cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax were as follows:

Fund	Cost		Appreciation		Depreciation			Net
AMG Chicago Equity Partners Balanced Fund	$	171,570,725	$	16,702,505	$	(2,164,963	)	$	14,537,542
AMG Chicago Equity Partners Small Cap Value Fund		4,953,629		478,459		(158,804	)		319,655
AMG Managers Amundi Intermediate Government Fund		188,924,508		1,279,573		(1,029,694	)		249,879
AMG Managers Amundi Short Duration Government Fund		215,645,252		2,134,135		(976,975	)		1,157,160

^*  Non-income producing security.

^# Less than 0.05%.

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2017, the value of these securities amounted to the following:

Fund	Market Value		% of Net Assets
AMG Chicago Equity Partners Balanced Fund	$	399,186		0.2	%
AMG Managers Amundi Intermediate Government Fund		8,714,697		6.6	%
AMG Managers Amundi Short Duration Government Fund		18,240,012		8.9	%

¹ Some or all of these securities were out on loan to various brokers as of June 30, 2017, amounting to the following:

Fund	Market Value		% of Net Assets
AMG Chicago Equity Partners Balanced Fund	$	1,795,368		1.0	%
AMG Chicago Equity Partners Small Cap Value Fund		286,337		5.8	%

² Collateral received from brokers for securities lending was invested in these joint repurchase agreements.

³ Yield shown represents the June 30, 2017, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

⁴ Variable Rate Security: The rate listed is as of June 30, 2017, and is periodically reset subject to terms and conditions set forth in the debenture.

⁵ Illiquid Security: A security not readily convertible into cash such as a stock, bond or commodity that is not actively traded and would be difficult to sell in a timely sale. The Funds may not invest more than 15% of their net assets in illiquid securities. The market value of illiquid securities at June 30, 2017, amounted to the following:

Fund	Market Value		% of Net Assets
AMG Managers Amundi Intermediate Government Fund	$	350,289		0.3	%
AMG Managers Amundi Short Duration Government Fund		36,376		0.0	%#

⁶ Floating Rate Security: The rate listed is as of June 30, 2017. Date in parentheses represents the security’s next coupon rate reset.

⁷ Some or all of these securities are segregated as collateral for delayed delivery agreements. At June 30, 2017, the value of these securities amounted to the following:

Fund	Market Value		% of Net Assets
AMG Managers Amundi Intermediate Government Fund	$	56,213,314		42.8	%
AMG Managers Amundi Short Duration Government Fund		10,499,222		5.1	%

⁸ All or part of the security is delayed delivery transaction. The market value for delayed delivery securities at June 30, 2017, amounted to the following:

Fund	Market Value		% of Net Assets
AMG Managers Amundi Intermediate Government Fund	$	56,213,314		42.8	%
AMG Managers Amundi Short Duration Government Fund		2,288,860		1.1	%

⁹ TBA Securities are purchased/sold on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement when the specific mortgage pools are assigned.

¹⁰ Represents yield to maturity at June 30, 2017.

The accompanying notes are an integral part of these financial statements.

30

Notes to Schedules of Portfolio Investments (continued)

¹¹ Some or all of this security is held as collateral for futures contracts. The market value of collateral at June 30, 2017, amounted to the following:

Fund	Market Value		% of Net Assets
AMG Managers Amundi Intermediate Government Fund	$	109,894		0.1	%
AMG Managers Amundi Short Duration Government Fund		889,101		0.4	%

¹² This security is restricted and not available for re-sale. The security was received as part of a corporate action on January 22, 2016.

The following tables summarize the inputs used to value the Funds’ investments by the fair value hierarchy levels as of June 30, 2017: (See Note 1(a) in the Notes to the Financial Statements.)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG Chicago Equity Partners Balanced Fund
Investments in Securities
Common Stocks†	$	118,690,233		—		—	$	118,690,233
Rights		—		—	$	7		7
Corporate Bonds and Notes††		—	$	8,051,076		—		8,051,076
U.S. Government and Agency Obligations††		—		56,082,409		—		56,082,409
Short-Term Investments
Repurchase Agreements		—		1,857,507		—		1,857,507
Other Investment Companies		1,427,035		—		—		1,427,035
Total Investments in Securities	$	120,117,268	$	65,990,992	$	7	$	186,108,267

At June 30, 2017, the Level 3 securities are Rights received as a result of a corporate action.

The accompanying notes are an integral part of these financial statements.

31

Notes to Schedules of Portfolio Investments (continued)

	Quoted Prices in Active Markets for Identical Investments Level 1			Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
AMG Chicago Equity Partners Small Cap Value Fund
Investments in Securities
Common Stocks
Consumer Discretionary	$	460,332			—			—	$	460,332
Consumer Staples		142,522			—			—		142,522
Energy		192,786			—			—		192,786
Financials		1,617,343			—			—		1,617,343
Health Care		263,066			—			—		263,066
Industrials		754,375			—			—		754,375
Information Technology		449,480			—			—		449,480
Materials		238,180		$	2,390			—		240,570
Real Estate		474,356			—			—		474,356
Telecommunication Services		13,392			—			—		13,392
Utilities		339,663			—			—		339,663
Short-Term Investments
Repurchase Agreements		—			296,389			—		296,389
Other Investment Companies		29,010			—			—		29,010
Total Investments in Securities	$	4,974,505		$	298,779			—	$	5,273,284
	Quoted Prices in Active Markets for Identical Investments Level 1			Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
AMG Managers Amundi Intermediate Government Fund
Investments in Securities
Asset-Backed Securities		—		$	8,370,553			—	$	8,370,553
Mortgage-Backed Securities		—			730,051			—		730,051
U.S. Government and Agency Obligations††		—			160,845,110			—		160,845,110
Short-Term Investments
U.S. Treasury Bills		—			109,894			—		109,894
Other Investment Companies	$	19,118,779			—			—		19,118,779
Total Investments in Securities	$	19,118,779		$	170,055,608			—	$	189,174,387
TBA Sale Commitments				$	(1,027,070	)		—	$	(1,027,070	)
Financial Derivative Instruments-Assets†††
Futures contracts	$	52,597			—			—	$	52,597
Financial Derivative Instruments-Liabilities†††
Futures contracts		(1,038	)		—			—		(1,038	)
Total Financial Derivative Instruments	$	51,559			—			—	$	51,559

The accompanying notes are an integral part of these financial statements.

32

Notes to Schedules of Portfolio Investments (continued)

	Quoted Prices in Active Markets for Identical Investments Level 1			Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
AMG Managers Amundi Short Duration Government Fund
Investments in Securities
Asset-Backed Securities		—		$	22,065,792			—	$	22,065,792
Mortgage-Backed Securities		—			499,994			—		499,994
U.S. Government and Agency Obligations††		—			170,799,704			—		170,799,704
Short-Term Investments
U.S. Government and Agency Discount Notes		—			18,729,399			—		18,729,399
U.S. Treasury Bills		—			979,010			—		979,010
Other Investment Companies	$	3,728,513			—			—		3,728,513
Total Investments in Securities	$	3,728,513		$	213,073,899			—	$	216,802,412
TBA Sale Commitments		—		$	(3,148,418	)		—	$	(3,148,418	)
Financial Derivative Instruments-Assets†††
Futures	$	301,690			—			—	$	301,690
Financial Derivative Instruments-Liabilities†††
Futures		(94,270	)		—			—		(94,270	)
Total Financial Derivative Instruments	$	207,420			—			—	$	207,420

^† All common stocks held in the Fund are Level 1 securities. For a detailed breakout of these securities, please refer to the respective Schedule of Portfolio Investments.

^†† All corporate bonds and notes and U.S. government and agency obligations held in the Funds are Level 2 securities. For a detailed breakout of the corporate bonds and notes and U.S. government and agency obligations; by major industry or agency classification, please refer to the respective Schedule of Portfolio Investments.

^††† Derivative instruments, such as futures, are not reflected in the Schedule of Portfolio Investments and are valued at the unrealized appreciation/depreciation of the instrument.

As of June 30, 2017, the Funds had no significant transfers between Levels 1 and 2 from the beginning of the reporting period.

The accompanying notes are an integral part of these financial statements.

33

Notes to Schedules of Portfolio Investments (continued)

The following schedule shows the value of derivative instruments at June 30, 2017:

		Asset Derivatives			Liability Derivatives
Fund	Derivatives not accounted for as hedging instruments	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
AMG Managers Amundi Intermediate Government Fund
	Interest rate contracts	Receivable for variation margin1	$	18,937	Payable for variation margin1	$	2,219
		Asset Derivatives			Liability Derivatives
Fund	Derivatives not accounted for as hedging instruments	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
AMG Managers Amundi Short Duration Government Fund
	Interest rate contracts	Receivable for variation margin1	$	149,591	Payable for variation margin1	$	22,281

¹ Only current day’s variation margin is reported within the Statement of Assets and Liabilities. The variation margin is included in the open futures cumulative appreciation for AMG Managers Amundi Intermediate Government Fund and AMG Managers Amundi Short Duration Government Fund of $51,559 and $207,420, respectively, as reported in the Notes to Schedules of Portfolio Investments.

For the six months ended June 30, 2017, the effect of derivative instruments on the Statement of Operations for the Funds and the amount of realized gain/(loss) and change in unrealized gain (loss) on derivatives recognized in income was as follows:

		Realized Gain (Loss)				Change in Unrealized Gain (Loss)
Fund	Derivatives not accounted for as hedging instruments	Statement of Operations Location	Realized Gain/(Loss)			Statement of Operations Location	Change in Unrealized Gain/(Loss)
AMG Managers Amundi Intermediate Government Fund
	Interest rate contracts	Net realized loss on futures contracts	$	(80,103	)	Net change in unrealized appreciation (depreciation) of futures contracts	$	25,168
		Realized Gain (Loss)				Change in Unrealized Gain (Loss)
Fund	Derivatives not accounted for as hedging instruments	Statement of Operations Location	Realized Gain/(Loss)			Statement of Operations Location	Change in Unrealized Gain/(Loss)
AMG Managers Amundi Short Duration Government Fund
	Interest rate contracts	Net realized loss on futures contracts	$	(483,608	)	Net change in unrealized appreciation (depreciation) of futures contracts	$	(58,672	)

At June 30, 2017, the following Funds had TBA forward sale commitments:

(See Note 1(i) in the Notes to Financial Statements.)

AMG Managers Amundi Intermediate Government Fund

	Principal		Settlement		Current
Security	Amount		Date		Liability		Proceeds
FNMA, 3.500%, TBA 30 years	$	1,000,000		07/13/17	$	1,027,070	$	(1,029,258	)
Totals					$	1,027,070	$	(1,029,258	)

AMG Managers Amundi Short Duration Government Fund

	Principal		Settlement		Current
Security	Amount		Date		Liability		Proceeds
FNMA, 4.000%, TBA 30 years	$	3,000,000		09/25/17	$	3,148,418	$	(3,164,531	)
Totals					$	3,148,418	$	(3,164,531	)

The accompanying notes are an integral part of these financial statements.

34

Notes to Schedules of Portfolio Investments (continued)

At June 30, 2017, the following Funds had open futures contracts:

(See Note 7 in the Notes to Financial Statements.)

AMG Managers Amundi Intermediate Government Fund

Type	Number of Contracts		Position		Expiration Date		Unrealized Gain/(Loss)
10-Year Interest Rate Swap		35		Short		09/18/17	$	35,460
10-Year U.S. Treasury Note		3		Long		09/20/17		(1,038	)
2-Year U.S. Treasury Note		3		Short		09/29/17		930
5-Year Interest Rate Swap		23		Short		09/18/17		9,646
5-Year U.S. Treasury Note		5		Short		09/29/17		1,316
U.S. Ultra Bond CBT Sept 17		2		Long		09/20/17		5,245
Total							$	51,559

AMG Managers Amundi Short Duration Government Fund

Type	Number of Contracts		Position		Expiration Date		Unrealized Gain/(Loss)
10-Year Interest Rate Swap		71		Short		09/18/17	$	71,932
10-Year U.S. Treasury Note		45		Long		09/20/17		(15,572	)
2-Year U.S. Treasury Note		87		Short		09/29/17		26,970
5-Year Interest Rate Swap		484		Short		09/18/17		202,788
5-Year U.S. Treasury Note		56		Long		09/29/17		(15,453	)
U.S. Ultra Bond CBT Sept 17		24		Short		09/20/17		(63,245	)
Total							$	207,420

INVESTMENTS DEFINITIONS AND ABBREVIATIONS:

FHLB:	Federal Home Loan Bank
FHLMC:	Federal Home Loan Mortgage Corporation
FNMA:	Federal National Mortgage Association
GNMA:	Government National Mortgage Association
GSMPS:	Goldman Sachs Mortgage Participation Securities

GSR:	Goldman Sachs REMIC
MTN:	Medium-Term Notes
REIT:	Real Estate Investment Trust
REMICS:	Real Estate Mortgage Investment Conduits
TBA:	To Be Announced

The accompanying notes are an integral part of these financial statements.

35

Statement of Assets and Liabilities (unaudited)

June 30, 2017

			AMG
	AMG		Chicago Equity
	Chicago Equity		Partners
	Partners		Small Cap Value
	Balanced Fund		Fund
Assets:
Investments at value* (including securities on loan valued at $1,795,368 and $286,337, respectively)	$	186,108,267	$	5,273,284
Cash		19		—
Receivable for investments sold		5,680,832		214,221
Receivable for Fund shares sold		241,547		742
Dividends, interest and other receivables		417,202		11,140
Receivable from affiliate		5,538		7,152
Prepaid expenses		24,649		16,111
Total assets		192,478,054		5,522,650
Liabilities:
Payable for investments purchased		6,173,070		17,472
Payable upon return of securities loaned		1,857,507		296,389
Payable for Fund shares repurchased		265,459		238,288
Accrued expenses:
Investment advisory and management fees		91,180		3,142
Administrative fees		22,795		760
Distribution fees - Class N		19,203		17
Shareholder servicing fees - Class N		—		10
Shareholder servicing fees - Class I		6,978		947
Professional fees		22,102		17,651
Trustees fees and expenses		927		77
Other		93,416		28,711
Total liabilities		8,552,637		603,464
Net Assets	$	183,925,417	$	4,919,186
Net Assets Represent:
Paid-in capital	$	163,934,175	$	4,829,001
Undistributed net investment income		99,835		18,449
Accumulated net realized gain (loss) from investments		5,142,908		(252,246	)
Net unrealized appreciation of investments and foreign currency translations		14,748,499		323,982
Net Assets	$	183,925,417	$	4,919,186
* Investments at cost	$	171,359,768	$	4,949,302

The accompanying notes are an integral part of these financial statements.

36

Statement of Assets and Liabilities (continued)

			AMG
	AMG		Chicago Equity
	Chicago Equity		Partners
	Partners		Small Cap Value
	Balanced Fund		Fund
Class N Shares:
Net Assets	$	92,513,326	$	80,666
Shares outstanding		5,610,594		7,966
Net asset value, offering and redemption price per share	$	16.49	$	10.13
Class I Shares:
Net Assets	$	84,968,050	$	2,882,257
Shares outstanding		5,107,519		284,953
Net asset value, offering and redemption price per share	$	16.64	$	10.11
Class Z Shares:
Net Assets	$	6,444,041	$	1,956,263
Shares outstanding		387,437		193,214
Net asset value, offering and redemption price per share	$	16.63	$	10.12

The accompanying notes are an integral part of these financial statements.

37

Statement of Assets and Liabilities (continued)

	AMG Managers			AMG Managers
	Amundi			Amundi
	Intermediate			Short Duration
	Government			Government
	Fund#			Fund#
Assets:
Investments at value*	$	189,174,387		$	216,802,412
Cash		—			15
Receivable for delayed delivery investments sold		61,369,557			11,790,548
Dividends, interest and other receivables		459,094			674,246
Receivable for Fund shares sold		84,600			54,152
Receivable for variation margin		18,937			149,591
Receivable from affiliate		15,489			19,132
Receivable for paydowns		2,612			75,882
Prepaid expenses		48,941			46,672
Total assets		251,173,617			229,612,650
Liabilities:
Payable for cash collateral		189,750			—
Payable to Custodian		259			—
Payable for delayed delivery investments purchased		117,728,218			14,099,979
TBA sale commitments at value (proceeds receivable of $1,029,258 and $3,164,531, respectively)		1,027,070			3,148,418
Payable for Fund shares repurchased		694,693			6,187,732
Payable for variation margin		2,219			22,281
Payable for investments purchased		—			1,858,440
Accrued expenses:
Investment advisory and management fees		53,518			69,571
Administrative fees		16,724			26,089
Shareholder servicing fees- Class N		16,528			23,636
Professional fees		27,413			26,925
Trustees fees and expenses		963			886
Other		119,336			144,284
Total liabilities		119,876,691			25,608,241
Net Assets	$	131,296,926		$	204,004,409
Net Assets Represent:
Paid-in capital	$	133,486,953		$	209,378,173
Undistributed net investment income		404,429			1,465,334
Accumulated net realized loss from investments and futures contracts		(3,293,605	)		(8,227,389	)
Net unrealized appreciation of investments and futures contracts		699,149			1,388,291
Net Assets	$	131,296,926		$	204,004,409
* Investments at cost	$	188,528,985		$	215,637,654

^# Effective February 27, 2017, Class S shares were renamed to Class N shares and Class I shares and Class Z shares were added as described in the Note 1 of the Notes to Financial Statements

The accompanying notes are an integral part of these financial statements.

38

Statement of Assets and Liabilities (continued)

	AMG Managers		AMG Managers
	Amundi		Amundi
	Intermediate		Short Duration
	Government		Government
	Fund#		Fund#
Class N Shares:
Net Assets	$	129,709,229	$	179,911,480
Shares outstanding		12,127,925		18,845,502
Net asset value, offering and redemption price per share	$	10.70	$	9.55
Class I Shares:
Net Assets	$	323,738	$	23,485,517
Shares outstanding		30,265		2,461,369
Net asset value, offering and redemption price per share	$	10.70	$	9.54
Class Z Shares:
Net Assets	$	1,263,959	$	607,412
Shares outstanding		118,236		63,610
Net asset value, offering and redemption price per share	$	10.69	$	9.55

^# Effective February 27, 2017, Class S shares were renamed to Class N shares and Class I shares and Class Z shares were added as described in the Note 1 of the Notes to Financial Statements

The accompanying notes are an integral part of these financial statements.

39

Statement of Operations (unaudited)

For the six months ended June 30, 2017

				AMG			AMG Managers			AMG Managers
	AMG			Chicago Equity			Amundi			Amundi Short
	Chicago Equity			Partners			Intermediate			Duration
	Partners			Small Cap Value			Government			Government
	Balanced Fund			Fund			Fund#			Fund#
Investment Income:
Dividend income	$	897,680		$	67,249		$	95,691		$	11,897
Interest income		665,904			—			1,576,823			2,062,247
Securities lending income		5,580			1,647			—			2
Foreign withholding tax		(134	)		—			—			—
Total investment income		1,569,030			68,896			1,672,514			2,074,146
Expenses:
Investment advisory and management fees		536,866			31,985			361,961			439,191
Administrative fees		134,217			7,738			113,113			164,697
Distribution fees - Class N		115,125			64			—			—
Shareholder servicing fees - Class N		—			38			112,323			161,066
Shareholder servicing fees - Class I		40,276			5,152			—			—
Registration fees		44,351			29,568			25,490			23,625
Custodian fees		28,229			8,216			35,226			33,763
Professional fees		22,470			13,605			28,921			30,801
Transfer agent fees		11,943			4,101			14,383			5,420
Reports to shareholders		11,301			4,767			18,932			25,992
Trustees fees and expenses		8,188			599			7,890			10,979
Miscellaneous		2,098			394			2,909			3,662
Total expenses before offsets/reductions		955,064			106,227			721,148			899,196
Expense reimbursements		(48,051	)		(51,965	)		(50,411	)		—
Expense reductions		(5,881	)		(3,815	)		—			—
Fee waivers		—			—			(31,749	)		(81,289	)
Net expenses		901,132			50,447			638,988			817,907
Net investment income		667,898			18,449			1,033,526			1,256,239
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments		4,316,614			1,533,694			1,046,286			20,232
Net realized loss on futures contracts		—			—			(80,103	)		(483,608	)
Net change in unrealized appreciation (depreciation) of investments		7,226,319			(1,770,860	)		(275,218	)		(287,360	)
Net change in unrealized appreciation (depreciation) of futures contracts		—			—			25,168			(58,672	)
Net realized and unrealized gain (loss)		11,542,933			(237,166	)		716,133			(809,408	)
Net increase (decrease) in net assets resulting from operations	$	12,210,831		$	(218,717	)	$	1,749,659		$	446,831

^# Effective February 27, 2017, Class S shares were renamed to Class N shares and Class I shares and Class Z shares were added as described in the Note 1 of the Notes to Financial Statements

The accompanying notes are an integral part of these financial statements.

40

Statements of Changes in Net Assets

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016

	AMG Chicago Equity						AMG Chicago Equity
	Partners Balanced Fund						Small Cap Value Fund
	2017			2016#			2017			2016#
Increase (Decrease) in Net Assets
Resulting From Operations:
Net investment income	$	667,898		$	1,744,880		$	18,449		$	117,437
Net realized gain on investments		4,316,614			1,942,643			1,533,694			735,967
Net change in unrealized appreciation (depreciation) of investments		7,226,319			5,002,573			(1,770,860	)		2,288,175
Net increase (decrease) in net assets resulting from operations		12,210,831			8,690,096			(218,717	)		3,141,579
Distributions to Shareholders:
From net investment income:
Class N		(253,265	)		(899,880	)		—			(217	)
Class I		(288,545	)		(784,679	)		—			(102,530	)
Class Z		(25,683	)		(62,513	)		—			(19,183	)
From net realized gain on investments:
Class N		—			(70,151	)		(6,061	)		—
Class I		—			(57,353	)		(1,227,738	)		—
Class Z		—			(4,375	)		(285,398	)		—
Total distributions to shareholders		(567,493	)		(1,878,951	)		(1,519,197	)		(121,930	)
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		(1,905,351	)		10,393,262			(6,210,965	)		(2,861,768	)
Total increase (decrease) in net assets		9,737,987			17,204,407			(7,948,879	)		157,881
Net Assets:
Beginning of period		174,187,430			156,983,023			12,868,065			12,710,184
End of period	$	183,925,417		$	174,187,430		$	4,919,186		$	12,868,065
End of period undistributed (distributions in excess of) net investment income	$	99,835		$	(570	)	$	18,449			—

¹ See Note 1(g) of the Notes to Financial Statements.

^# Effective October 1, 2016, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

The accompanying notes are an integral part of these financial statements.

41

Statements of Changes in Net Assets (continued)

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016

	AMG Managers Amundi Intermediate						AMG Managers Amundi Short Duration
	Government Fund#						Government Fund#
	2017			2016			2017			2016
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment income	$	1,033,526		$	2,538,653		$	1,256,239		$	4,660,640
Net realized gain (loss) on investments and futures contracts		966,183			1,044,235			(463,376	)		1,422,193
Net change in unrealized appreciation (depreciation) of investments and futures contracts		(250,050	)		(577,674	)		(346,032	)		(3,256,852	)
Net increase in net assets resulting from operations		1,749,659			3,005,214			446,831			2,825,981
Distributions to Shareholders:
From net investment income:
Class N		(999,852	)		(2,324,161	)		(2,154,706	)		(2,527,449	)
Class I		(1,749	)		—			(86,787	)		—
Class Z		(7,605	)		—			(7,107	)		—
From net realized gain on investments:
Class N		—			(2,763,558	)		—			—
Class I		—			—			—			—
Class Z		—			—			—			—
Total distributions to shareholders		(1,009,206	)		(5,087,719	)		(2,248,600	)		(2,527,449	)
Capital Share Transactions:1
Net decrease from capital share transactions		(35,854,354	)		(23,546,144	)		(28,762,710	)		(161,035,899	)
Total decrease in net assets		(35,113,901	)		(25,628,649	)		(30,564,479	)		(160,737,367	)
Net Assets:
Beginning of period		166,410,827			192,039,476			234,568,888			395,306,255
End of period	$	131,296,926		$	166,410,827		$	204,004,409		$	234,568,888
End of period undistributed net investment income	$	404,429		$	380,109		$	1,465,334		$	2,457,695

^#  Effective October 1, 2016, and February 27, 2017, the Fund’s share classes were renamed or redesignated as described in Note 1 of the Notes to the Financial Statements.

¹  See Note 1(g) of the Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements.

42

AMG Chicago Equity Partners Balanced Fund

Financial Highlights

For a share outstanding throughout each period

				For the years ended December 31,
	For the six
	months ended
Class N	June 30, 2017 (unaudited)			2016#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	15.45		$	14.92		$	15.09		$	15.13		$	14.19		$	13.70
Income from Investment Operations:
Net investment income1,2		0.05			0.14	4		0.10	5		0.11			0.10	6		0.18
Net realized and unrealized gain on investments		1.03			0.54			0.23			1.37			2.33			1.16
Total income from investment operations		1.08			0.68			0.33			1.48			2.43			1.34
Less Distributions to Shareholders from:
Net investment income		(0.04	)		(0.14	)		(0.11	)		(0.11	)		(0.09	)		(0.17	)
Net realized gain on investments		—			(0.01	)		(0.39	)		(1.41	)		(1.40	)		(0.68	)
Total distributions to shareholders		(0.04	)		(0.15	)		(0.50	)		(1.52	)		(1.49	)		(0.85	)
Net Asset Value, End of Period	$	16.49		$	15.45		$	14.92		$	15.09		$	15.13		$	14.19
Total Return1		7.02	%11		4.59	%		2.19	%		9.69	%		17.14	%		9.86	%
Ratio of net expenses to average net assets		1.09	%12,17		1.08	%17		1.08	%17		1.07	%18		1.10	%7,17		1.17	%8,9,17
Ratio of gross expenses to average net assets3		1.14	%12		1.25	%		1.36	%		1.40	%		1.55	%7		1.52	%8
Ratio of net investment income to average net assets1		0.67	%12		0.94	%		0.64	%		0.70	%		0.62	%7		1.21	%8
Portfolio turnover		35	%11		119	%		105	%		92	%		90	%		110	%
Net assets at end of period (000’s omitted)	$	92,513		$	92,502		$	94,476		$	41,751		$	33,151		$	26,047

				For the years ended December 31,
Class I	For the six months ended June 30, 2017 (unaudited)			2016#			2015			2014			2013			For the period ended December 31, 2012*
Net Asset Value, Beginning of Period	$	15.59		$	15.05		$	15.23		$	15.26		$	14.30		$	15.11
Income (Loss) from Investment Operations:
Net investment income1,2		0.07			0.17	4		0.12	5		0.15			0.13	6		0.02
Net realized and unrealized gain (loss) on investments		1.04			0.54			0.23			1.37			2.36			(0.08	)
Total income (loss) from investment operations		1.11			0.71			0.35			1.52			2.49			(0.06	)
Less Distributions to Shareholders from:
Net investment income		(0.06	)		(0.16	)		(0.14	)		(0.13	)		(0.12	)		(0.06	)
Net realized gain on investments		—			(0.01	)		(0.39	)		(1.42	)		(1.41	)		(0.69	)
Total distributions to shareholders		(0.06	)		(0.17	)		(0.53	)		(1.55	)		(1.53	)		(0.75	)
Net Asset Value, End of Period	$	16.64		$	15.59		$	15.05		$	15.23		$	15.26		$	14.30
Total Return1		7.11	%11		4.79	%		2.29	%		9.93	%		17.45	%10		(0.36	)%10,11
Ratio of net expenses to average net assets		0.94	%12,17		0.93	%17		0.93	%17		0.86	%18		0.92	%7,17		0.82	%8,12,17
Ratio of gross expenses to average net assets3		0.99	%12		1.10	%		1.21	%		1.20	%		1.39	%7		1.62	%8,12
Ratio of net investment income to average net assets1		0.82	%12		1.09	%		0.80	%		0.91	%		0.83	%7		1.90	%8,12
Portfolio turnover		35	%11		119	%		105	%		92	%		90	%		110	%11
Net assets at end of period (000’s omitted)	$	84,968		$	75,890		$	60,798		$	14,481		$	1,581		$	9

43

AMG Chicago Equity Partners Balanced Fund

Financial Highlights

For a share outstanding throughout each period

				For the years ended December 31,
	For the six
	months ended
Class Z	June 30, 2017 (unaudited)			2016#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	15.58		$	15.05		$	15.22		$	15.26		$	14.31		$	13.82
Income from Investment Operations:
Net investment income1,2		0.07			0.18	4		0.14	5		0.15			0.14	6		0.21
Net realized and unrealized gain on investments		1.05			0.54			0.23			1.38			2.35			1.18
Total income from investment operations		1.12			0.72			0.37			1.53			2.49			1.39
Less Distributions to Shareholders from:
Net investment income		(0.07	)		(0.18	)		(0.15	)		(0.15	)		(0.13	)		(0.21	)
Net realized gain on investments		—			(0.01	)		(0.39	)		(1.42	)		(1.41	)		(0.69	)
Total distributions to shareholders		(0.07	)		(0.19	)		(0.54	)		(1.57	)		(1.54	)		(0.90	)
Net Asset Value, End of Period	$	16.63		$	15.58		$	15.05		$	15.22		$	15.26		$	14.31
Total Return1		7.17	%11		4.82	%		2.44	%		9.97	%		17.45	%		10.09	%
Ratio of net expenses to average net assets		0.84	%12,17		0.83	%17		0.83	%17		0.82	%18		0.85	%7,17		0.92	%8,9,17
Ratio of gross expenses to average net assets3		0.89	%12		1.00	%		1.09	%		1.15	%		1.30	%7		1.27	%8
Ratio of net investment income to average net assets1		0.92	%12		1.20	%		0.89	%		0.95	%		0.88	%7		1.46	%8
Portfolio turnover		35	%11		119	%		105	%		92	%		90	%		110	%
Net assets at end of period (000’s omitted)	$	6,444		$	5,796		$	1,709		$	12,401		$	11,122		$	9,601

44

AMG Chicago Equity Partners Small Cap Value Fund

Financial Highlights

For a share outstanding throughout each period

	For the six
	months ended
	June 30, 2017			For the year ended December 31,			For the period ended
Class N	(unaudited)			2016#			December 31, 2015**
Net Asset Value, Beginning of Period	$	12.02		$	9.39		$	10.00
Income (Loss) from Investment Operations:
Net investment Income (loss)1,2		0.00	###		0.08			(0.08	)5
Net realized and unrealized gain (loss) on investments		(0.15	)		2.64			(0.53	)
Total income (loss) from investment operations		(0.15	)		2.72			(0.61	)
Less Distributions to Shareholders from:
Net investment income		—			(0.09	)		—
Net realized gain on investments		(1.74	)		—			—
Total distributions to shareholders		(1.74	)		(0.09	)		—
Net Asset Value, End of Period	$	10.13		$	12.02		$	9.39
Total Return1		(1.62	)%11		29.00	%		(6.10	)%11
Ratio of net expenses to average net assets		1.31	%12,20		1.33	%17		1.32	%12,19
Ratio of gross expenses to average net assets3		2.36	%12		2.26	%		2.34	%12
Ratio of net investment income (loss) to average net assets1		0.02	%12		0.77	%		(0.77	)%12
Portfolio turnover		65	%11		146	%		138	%11
Net assets at end of period (000’s omitted)	$	81		$	30		$	16
	For the six
	months ended
	June 30, 2017			For the year ended December 31,			For the period ended
Class I	(unaudited)			2016#			December 31, 2015**
Net Asset Value, Beginning of Period	$	11.99		$	9.35		$	10.00
Income (Loss) from Investment Operations:
Net investment income1,2		0.02			0.09			0.10	5
Net realized and unrealized gain (loss) on investments		(0.17	)		2.65			(0.68	)
Total income (loss) from investment operations		(0.15	)		2.74			(0.58	)
Less Distributions to Shareholders from:
Net investment income		—			(0.10	)		(0.07	)
Net realized gain on investments		(1.73	)		—			—
Total distributions to shareholders		(1.73	)		(0.10	)		(0.07	)
Net Asset Value, End of Period	$	10.11		$	11.99		$	9.35
Total Return1		(1.57	)%11		29.34	%		(5.77	)%11
Ratio of net expenses to average net assets		1.04	%12,20		1.06	%17		1.03	%12,19
Ratio of gross expenses to average net assets3		2.08	%12		1.85	%		1.85	%12
Ratio of net investment income to average net assets1		0.30	%12		0.96	%		0.98	%12
Portfolio turnover		65	%11		146	%		138	%11
Net assets at end of period (000’s omitted)	$	2,882		$	10,888		$	11,085

45

AMG Chicago Equity Partners Small Cap Value Fund

Financial Highlights

For a share outstanding throughout each period

	For the six
	months ended
	June 30, 2017			For the year ended December 31,			For the period ended
Class Z	(unaudited)			2016#			December 31, 2015**
Net Asset Value, Beginning of Period	$	11.99		$	9.35		$	10.00
Income (Loss) from Investment Operations:
Net investment income1,2		0.03			0.11			0.11	5
Net realized and unrealized gain (loss) on investments		(0.17	)		2.65			(0.68	)
Total income (loss) from investment operations		(0.14	)		2.76			(0.57	)
Less Distributions to Shareholders from:
Net investment income		—			(0.12	)		(0.08	)
Net realized gain on investments		(1.73	)		—			—
Total distributions to shareholders		(1.73	)		(0.12	)		(0.08	)
Net Asset Value, End of Period	$	10.12		$	11.99		$	9.35
Total Return1		(1.48	)%11		29.49	%		(5.69	)%11
Ratio of net expenses to average net assets		0.91	%12,20		0.92	%17		0.92	%12,19
Ratio of gross expenses to average net assets3		1.96	%12		1.71	%		3.06	%12
Ratio of net investment income to average net assets1		0.42	%12		1.04	%		1.07	%12
Portfolio turnover		65	%11		146	%		138	%11
Net assets at end of period (000’s omitted)	$	1,956		$	1,950		$	1,609

46

AMG Managers Amundi Intermediate Government Fund

Financial Highlights

For a share outstanding throughout each period

	For the six
	months ended
	June 30, 2017			For the years ended December 31,
Class N	(unaudited)##			2016#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	10.65		$	10.81		$	10.96		$	10.64		$	10.98		$	11.10
Income (Loss) from Investment Operations:
Net investment income1,2		0.01			0.14			0.11			0.17			0.18			0.20
Net realized and unrealized gain (loss) on investments		0.11			0.01			0.01			0.54			(0.32	)		0.14
Total income (loss) from investment operations		0.12			0.15			0.12			0.71			(0.14	)		0.34
Less Distributions to Shareholders from:
Net investment income		(0.07	)		(0.13	)		(0.10	)		(0.17	)		(0.18	)		(0.20	)
Net realized gain on investments		—			(0.18	)		(0.17	)		(0.22	)		(0.02	)		(0.26	)
Total distributions to shareholders		(0.07	)		(0.31	)		(0.27	)		(0.39	)		(0.20	)		(0.46	)
Net Asset Value, End of Period	$	10.70		$	10.65		$	10.81		$	10.96		$	10.64		$	10.98
Total Return1		1.16	%11		1.42	%		1.09	%10		6.73	%10		(1.25	)%10		3.15	%10
Ratio of net expenses to average net assets		0.85	%12		0.88	%		0.88	%		0.89	%		0.91	%13		0.89	%14
Ratio of gross expenses to average net assets3		0.96	%12		0.93	%		0.92	%		0.96	%		0.94	%13		0.92	%14
Ratio of net investment income to average net assets1		1.37	%12		1.32	%		0.99	%		1.54	%		1.64	%13		1.81	%14
Portfolio turnover		9	%11		17	%		21	%		11	%		29	%		21	%
Net assets at end of period (000’s omitted)	$	129,709		$	166,411		$	192,039		$	174,138		$	136,915		$	185,898

	For the period ended
Class I	June 30, 2017 (unaudited)***
Net Asset Value, Beginning of Period	$	10.70
Income from Investment Operations:
Net investment income1,2		0.06
Net realized and unrealized loss on investments		0.00	###
Total income from investment operations		0.06
Less Distributions to Shareholders from:
Net investment income		(0.06	)
Net Asset Value, End of Period	$	10.70
Total Return1		0.54	%11
Ratio of net expenses to average net assets		0.68	%12
Ratio of gross expenses to average net assets3		0.81	%12
Ratio of net investment income to average net assets1		1.52	%12
Portfolio turnover		9	%11
Net assets at end of period (000’s omitted)	$	324

47

AMG Managers Amundi Intermediate Government Fund

Financial Highlights

For a share outstanding throughout each period

	For the period ended
Class Z	June 30, 2017 (unaudited)***
Net Asset Value, Beginning of Period	$	10.70
Income from Investment Operations:
Net investment income1,2		0.06
Net realized and unrealized loss on investments		(0.01	)
Total income from investment operations		0.05
Less Distributions to Shareholders from:
Net investment income		(0.06	)
Net Asset Value, End of Period	$	10.69
Total Return1		0.45	%11
Ratio of net expenses to average net assets		0.68	%12
Ratio of gross expenses to average net assets3		0.81	%12
Ratio of net investment income to average net assets1		1.52	%12
Portfolio turnover		9	%11
Net assets at end of period (000’s omitted)	$	1,264

48

AMG Managers Amundi Short Duration Government Fund

Financial Highlights

For a share outstanding throughout each period

	For the six
	months ended
	June 30, 2017			For the years ended December 31,
Class N	(unaudited)##			2016#			2015			2014			2013			2012
Net Asset Value, Beginning of period	$	9.63		$	9.62		$	9.65		$	9.64		$	9.65		$	9.57
Income (Loss) from Investment Operations:
Net investment income1,2		0.05			0.16			0.02			0.05			0.03			0.08
Net realized and unrealized gain (loss) on investments		(0.03	)		(0.05	)		(0.03	)		0.01			(0.01	)		0.08
Total income (loss) from investment operations		0.02			0.11			(0.01	)		0.06			0.02			0.16
Less Distributions to Shareholders from:
Net investment income		(0.10	)		(0.10	)		(0.02	)		(0.05	)		(0.03	)		(0.08	)
Net Asset Value, End of Period	$	9.55		$	9.63		$	9.62		$	9.65		$	9.64		$	9.65
Total Return1		0.20	%11		1.10	%		(0.15	)%		0.60	%		0.20	%		1.64	%
Ratio of net expenses to average net assets		0.75	%12		0.80	%		0.79	%		0.80	%		0.79	%15		0.81	%16
Ratio of gross expenses to average net assets3		0.82	%12		0.80	%		0.79	%		0.80	%		0.79	%15		0.81	%16
Ratio of net investment income to average net assets1		1.14	%12		1.69	%		0.25	%		0.47	%		0.27	%15		0.80	%16
Portfolio turnover		15	%11		37	%		51	%		41	%		48	%		49	%
Net assets at end of period (000’s omitted)	$	179,911		$	234,569		$	395,306		$	385,246		$	422,488		$	466,415

	For the period ended
Class I	June 30, 2017 (unaudited)***
Net Asset Value, Beginning of Period	$	9.64
Income (Loss) from Investment Operations:
Net investment income1,2		0.04
Net realized and unrealized loss on investments		(0.05	)
Total loss from investment operations		(0.01	)
Less Distributions to Shareholders from:
Net investment income		(0.09	)
Net Asset Value, End of Period	$	9.54
Total Return1		(0.13	)%11
Ratio of net expenses to average net assets		0.56	%12
Ratio of gross expenses to average net assets3		0.67	%12
Ratio of net investment income to average net assets1		1.29	%12
Portfolio turnover		15	%11
Net assets at end of period (000’s omitted)	$	23,486

49

AMG Managers Amundi Short Duration Government Fund

Financial Highlights

For a share outstanding throughout each period

	For the period ended
Class Z	June 30, 2017 (unaudited)***
Net Asset Value, Beginning of Period	$	9.64
Income from Investment Operations:
Net investment income1,2		0.04
Net realized and unrealized loss on investments		(0.04	)
Total income (loss) from investment operations		0.00
Less Distributions to Shareholders from:
Net investment income		(0.09	)
Net Asset Value, End of Period	$	9.55
Total Return1		(0.03	)%11
Ratio of net expenses to average net assets		0.56	%12
Ratio of gross expenses to average net assets3		0.67	%12
Ratio of net investment income to average net assets1		1.29	%12
Portfolio turnover		15	%11
Net assets at end of period (000’s omitted)	$	607

50

Notes to Financial Highlights (unaudited)

The following footnotes should be read in conjunction with the Financial Highlights of the Funds previously presented in this report.

^# Effective October 1, 2016, the Investor Class, Service Class and Institutional Class of AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund were renamed Class N, Class I and Class Z, respectively; and the shares of AMG Managers Amundi Intermediate Government Fund and AMG Managers Amundi Short Duration Government Fund were reclassified and redesignated as Class S shares.

^## Effecitive February 27, 2017, Class S of AMG Managers Amundi Intermediate Government Fund and AMG Managers Amundi Short Duration Government Fund were renamed Class N.

^### Less than $0.05.

* Commencement of operations was December 1, 2012.

** Commencement of operations was January 2, 2015.

*** Commencement of operations was February 27, 2017.

¹ Total returns and net investment income would have been lower had certain expenses not been offset.

² Per share numbers have been calculated using average shares.

³ Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Notes 1(c) and 2 in the Notes to Financial Statements.)

⁴ Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.12, $0.15, and $0.16 for AMG Chicago Equity Partners Balanced Fund’s Class N, Class I, and Class Z shares, respectively.

⁵ Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.09, $0.11, and $0.13 for AMG Chicago Equity Partners Balanced Fund’s Class N, Class I and Class Z shares, respectively, and net investment income (loss) per share would have been $(0.09), $0.09, and $0.10 for AMG Chicago Equity Partners Small Cap Value Fund’s Class N, Class I and Class Z shares, respectively.

⁶ Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.09, $0.12, and $0.13 for AMG Chicago Equity Partners Balanced Fund’s Class N, Class I, and Class Z shares, respectively.

⁷ Includes non-routine extraordinary expenses amounting to 0.019%, 0.014% and 0.019% of average net assets for the Class N, Class I and Class Z, respectively.

⁸ Includes non-routine extraordinary expenses amounting to 0.005%, 0.005% and 0.004% of average net assets for the Class N, Class I and Class Z, respectively.

⁹ Effective July 1, 2012, the Fund’s expense cap was reduced to 0.84% from 1.00%. The expense ratio shown reflects the weighted average expense ratio for the full year ended December 31, 2012.

¹⁰ The total return is based on the Financial Statement Net Asset Values as shown in the Financial Highlights.

¹¹ Not annualized.

¹² Annualized.

¹³ Includes non-routine extraordinary expenses amounting to 0.020% of average net assets.

¹⁴ Includes non-routine extraordinary expenses amounting to 0.004% of average net assets.

¹⁵ Includes non-routine extraordinary expenses amounting to 0.019% of average net assets.

¹⁶ Includes non-routine extraordinary expenses amounting to 0.005% of average net assets.

¹⁷ Includes reduction from broker recapture amounting to less than 0.01%.

¹⁸ Includes reduction from broker recapture amounting to 0.02%.

¹⁹ Includes reduction from broker recapture amounting to 0.03%.

²⁰ Includes reduction from broker recapture amounting to 0.04%.

51

Notes to Financial Statements (unaudited)

June 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds and AMG Funds II (the “Trusts”) are open-end management investment companies, organized as Massachusetts business trusts and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trusts consist of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Funds: AMG Chicago Equity Partners Small Cap Value Fund (“Small Cap Value”) and AMG Funds II: AMG Chicago Equity Partners Balanced Fund (“Balanced”), AMG Managers Amundi Intermediate Government Fund (“Intermediate Government”) and AMG Managers Amundi Short Duration Government Fund (“Short Duration”), each a “Fund” and collectively the “Funds.”

Each Fund offers different classes of shares, which, effective October 1, 2016, were renamed or redesignated. Both Balanced and Small Cap Value previously offered Investor Class shares, Service Class shares, and Institutional Class shares which were renamed to Class N, Class I and Class Z, respectively; and Intermediate Government and Short Duration’s shares were reclassified and redesignated to Class S. Effective February 27, 2017, Intermediate Government and Short Duration’s Class S shares were renamed Class N and both funds commenced offering Class I and Class Z shares. Each class represents an interest in the same assets of the respective Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. VALUATION OF INVESTMENTS

Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in the over-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

Fixed income securities purchased with a remaining maturity exceeding 60 days are valued at the evaluated bid price or the mean price provided by an authorized pricing service or, if an evaluated price is not available, by reference to other securities which are considered comparable in credit rating, interest rate, due date and other features (generally referred to as “matrix pricing”) or other similar pricing methodologies. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between such securities and yield to maturity in determining value.

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

Futures contracts for which market quotations are readily available are valued at the settlement price as of the close of the futures exchange.

The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third-party pricing services approved by the Board of Trustees of the Trusts (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from the Investment Manager are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trusts’ securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the

52

Notes to Financial Statements (continued)

differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each individual price exceeds a pre-established confidence level.

U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts)

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 – inputs are significant unobservable inputs (including the Funds’ own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.

b. SECURITY TRANSACTIONS

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Upon notification from issuers, distributions received from a real estate investment trust (“REIT”) may be redesignated as a reduction of cost of investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trusts and other trusts within the AMG Funds family of mutual funds (collectively, the “AMG Funds family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

The following Funds had certain portfolio trades directed to various brokers, under a brokerage recapture program, which paid a portion of such Fund’s expenses. For the six months ended June 30, 2017, the amount by which the Funds’ expenses were reduced and the impact on the expense ratios, if any, were as follows: Balanced - $5,881 or less than 0.01%, Small Cap Value - $3,815 or 0.04%.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December, as described in the Funds’ prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Temporary differences are due to differences between book and tax treatment of losses for excise tax purposes, wash sales, futures and tax straddles.

e. FEDERAL TAXES

Each Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

53

Notes to Financial Statements (continued)

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2016, and all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Net capital losses incurred in taxable years beginning after the enactment of the Regulated Investment Company Modernization Act of 2010, may be carried forward for an unlimited time period. Such losses will be required to be utilized prior to any loss carryovers incurred in pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward retain their tax character as either short-term or long-term capital losses, unlike pre-enactment losses which are considered all short-term.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of June 30, 2017, the following Funds had accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes as shown in the following chart. These amounts may be used to offset future

realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.

	Capital Loss
	Carryover Amounts
Fund	Short-Term		Long-Term		Expires December 31,
Small Cap Value
(Post-Enactment)	$	262,416		—		Unlimited
Short Duration
(Pre-Enactment)	$	585,044		—		2017
(Post-Enactment)		—	$	4,175,495		Unlimited

As of June 30, 2017, Balanced and Intermediate Government had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should Balanced and Intermediate Government incur net capital losses for the year ending December 31, 2017, such amounts may be used to offset future realized capital gains, for an unlimited time period.

g. CAPITAL STOCK

The Trusts’ Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation.

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016, the capital stock transactions by class for the Funds were as follows:

	Balanced												Small Cap
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		634,105		$	10,233,449			3,377,841		$	49,948,934			5,403		$	56,938			1,549		$	18,593
Reinvestment of distributions		12,803			208,413			53,953			817,953			567			5,889			17			207
Cost of shares repurchased		(1,023,558	)		(16,476,649	)		(3,777,688	)		(56,409,174	)		(518	)		(5,117	)		(783	)		(7,962	)
Net increase (decrease)		(376,650	)	$	(6,034,787	)		(345,894	)	$	(5,642,287	)		5,452		$	57,710			783		$	10,838
Class I:
Proceeds from sale of shares		671,435		$	10,923,623			2,263,148		$	34,028,928			44,845		$	526,006			181,690		$	1,853,567
Reinvestment of distributions		6,973			114,544			19,571			299,586			118,507			1,227,738			8,418			102,527
Cost of shares repurchased		(439,560	)		(7,152,170	)		(1,453,335	)		(22,061,566	)		(786,808	)		(8,341,034	)		(467,369	)		(4,771,305	)
Net increase (decrease)		238,848		$	3,885,997			829,384		$	12,266,948			(623,456	)	$	(6,587,290	)		(277,261	)	$	(2,815,211	)
Class Z:
Proceeds from sale of shares		52,451		$	848,397			323,484		$	4,749,655			9,573		$	113,602			43,104		$	418,513
Reinvestment of distributions		1,422			23,362			4,203			64,334			27,522			285,399			1,575			19,183
Cost of shares repurchased		(38,357	)		(628,320	)		(69,342	)		(1,045,388	)		(6,525	)		(80,386	)		(54,112	)		(495,091	)
Net increase (decrease)		15,516		$	243,439			258,345		$	3,768,601			30,570		$	318,615			(9,433	)	$	(57,395	)

54

Notes to Financial Statements (continued)

	Intermediate Government												Short Duration
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		1,591,720		$	16,984,818			6,031,612		$	66,129,198			3,327,815		$	31,989,143			36,112,882		$	103,879,750
Reinvestment of distributions		85,467			911,916			431,895			4,630,731			198,294			1,900,694			221,824			2,135,935
Cost of shares repurchased		(5,177,500	)		(55,320,733	)		(8,607,228	)		(94,306,073	)		(9,044,401	)		(86,858,086	)		(53,058,101	)		(267,051,584	)
Net increase (decrease)		(3,500,313	)	$	(37,423,999	)		(2,143,721	)	$	(23,546,144	)		(5,518,292	)	$	(52,968,249	)		(16,723,395	)	$	(161,035,899	)
Class I:*
Proceeds from sale of shares		39,448		$	419,378			—			—			3,193,745		$	30,583,213			—			—
Reinvestment of distributions		164			1,750			—			—			2,817			26,980			—			—
Cost of shares repurchased		(9,347	)		(99,446	)		—			—			(735,193	)		(7,018,955	)		—			—
Net increase (decrease)		30,265		$	321,682			—			—			2,461,369		$	23,591,238			—			—
Class Z:*
Proceeds from sale of shares		159,921		$	1,694,771			—			—			101,992		$	982,196			—			—
Reinvestment of distributions		712			7,605			—			—			742			7,108			—			—
Cost of shares repurchased		(42,397	)		(454,413	)		—			—			(39,124	)		(375,003	)		—			—
Net increase (decrease)		118,236		$	1,247,963			—			—			63,610		$	614,301			—			—

^*  Commencement of operations was February 27, 2017.

At June 30, 2017, certain unaffiliated shareholders of record, including omnibus accounts, individually or collectively held greater than 10% of the net assets of the Funds as follows: Balanced - two own 43%; Small Cap Value - two own 34%; Intermediate Government - two own 52%; Short Duration - three own 71%. Transactions by these shareholders may have a material impact on their respective Funds.

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Funds participate on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At June 30, 2017, the market value of Repurchase Agreements outstanding for Balanced and Small Cap Value were $1,857,507 and $296,389, respectively.

i. SECURITIES TRANSACTED ON A WHEN ISSUED BASIS

All Funds except Small Cap Value may enter into To-Be-Announced (“TBA”) sale commitments to hedge their portfolio positions or to sell mortgage-backed securities they own under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, equivalent deliverable securities, with the same counterparty, or an offsetting TBA purchase commitment deliverable on or before the sale commitment date, are held as “cover” for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities according to the procedures described under “Valuation of Investments,” in footnote 1a above.

Each contract is marked-to-market daily and the change in market value is recorded by the Funds as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Funds realize a gain or loss. If the Funds deliver securities under the commitment, the Funds realize a gain or a loss from the sale of the securities based upon the unit price established at the date the commitment was entered into.

j. DELAYED DELIVERY TRANSACTIONS AND WHEN-ISSUED SECURITIES

All Funds except Small Cap Value may enter into securities transactions on a delayed delivery or when issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Funds’ Schedules of Portfolio Investments. With respect to

55

Notes to Financial Statements (continued)

purchase commitments, the Funds identify securities as segregated in their records with a value at least equal to the amount of the commitment. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as an investment in securities and a forward sale commitment in the Funds’ Statement of Assets and Liabilities. For financial reporting purposes, the Funds do not offset the receivable and payable for delayed delivery investments purchased and sold on TBA commitments. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trusts have entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by one or more portfolio managers who serve pursuant to a subadvisory agreement with the Investment Manager. The investment portfolio of Balanced and Small Cap Value are managed by Chicago Equity Partners, LLC (“CEP”). AMG indirectly owns a majority interest in CEP.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. Effective October 1, 2016, the Funds’ investment management fees are paid at the following annual rate of each Fund’s respective average daily net assets:

Balanced	0.60	%
Small Cap Value	0.62	%
Intermediate Government	0.48	%
Short Duration	0.40	%

Prior to October 1, 2016, the annual rate for the investment management fees was 0.70%, 0.62%, 0.70% and 0.70% of each Fund’s average daily net assets of Balanced, Small Cap Value, Intermediate Government and Short Duration, respectively.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Balanced and Small Cap Value to 0.84% and 0.95%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse Fund expenses in order to

limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) to 0.74% of Intermediate Government’s average daily net assets subject to later reimbursement by the Fund in certain circumstances.

Effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to waive Intermediate Government’s management fee by 0.05%, from 0.48% to 0.43%, and Short Duration’s management fee by 0.11%, from 0.40% to 0.29%. For the six months ended June 30, 2017, the management fee for Intermediate Government and Short Duration was reduced by $24,915 and $81,289, respectively.

The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.

In general, for a period of up to 36 months, the Investment Manager may recover from Balanced, Small Cap Value and Intermediate Government, fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements to exceed the contractual expense limitation amount.

At June 30, 2017, the Funds’ expiration of recoupment are as follows:

Expiration Period	Balanced		Small Cap Value
Less than 1 year*	$	195,228	$	41,607
Within 2 years		314,884		99,379
Within 3 years		172,173		105,538
Total Amount Subject to Recoupment	$	682,285	$	246,524

	Intermediate
Expiration Period	Government
Less than 1 year*	$	66,607
Within 2 years		77,990
Within 3 years		106,739
Total Amount Subject to Recoupment	$	251,336

^*  A portion of this represents the expiration amount through the year ending December 31, 2017 of $101,794, $0 and $60,701 for Balanced, Small Cap Value and Intermediate Duration, respectively.

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments the Funds may have made in the JPMorgan Money Market Funds.

56

Notes to Financial Statements (continued)

For the six months ended June 30, 2017, the investment management fee for Intermediate Government was reduced by $6,834.

The Trusts, on behalf of the Funds, have entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund as further described in each Fund’s prospectus. Effective October 1, 2016, each Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service. Prior to October 1, 2016, Balanced and Small Cap Value paid an administration fee under a similar contract at an annual rate of 0.20% and 0.25%, respectively, of each Fund’s average daily net assets while Intermediate Government and Short Duration did not pay an administration fee.

The Funds are distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.

The Trusts have adopted a distribution and service plan (the “Plan”) with respect to the Class N shares in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset based sales charges. Pursuant to the Plan, Balanced and Small Cap Value may make payments to the Distributor for their expenditures in financing any activity primarily intended to result in the sale of each Fund’s Class N shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor up to 0.25% annually of each Fund’s average daily net assets attributable to the Class N shares.

For Class N of Small Cap Value, Intermediate Government and Short Duration and Class I of Balanced, Small Cap Value, Intermediate Government and Short Duration, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to each financial intermediary, such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. There are no shareholder servicing fees authorized for Class Z. The Class N and Class I shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class’s average daily net asset value as shown in the table below.

The impact on the annualized expense ratios for the six months ended June 30, 2017, was as follows:

Fund	Maximum Annual Amount Approved			Actual Amount Incurred
Balanced
Class I		0.10	%		0.10	%
Small Cap Value
Class N		0.15	%		0.15	%
Class I		0.15	%		0.12	%
Intermediate Government
Class N*		0.15	%		0.15	%
Class I**		0.05	%		0.00	%
Short Duration
Class N*		0.15	%		0.15	%
Class I**		0.05	%		0.00	%

^*  Effective October 1, 2016, the maximum annual rate was increased to 0.15% from 0.10%.

^**  Effective February 27, 2017, Class I shares were authorized up to a maximum annual rate of 0.05%.

The Board provides supervision of the affairs of the Trusts and other trusts within the AMG Funds family. The Trustees of the Trusts who are not affiliated with an Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended June 30, 2017, Short Duration lent varying amounts not exceeding $1,536,965 for five days earning interest of $284. The interest amount is included in the Statement of Operations as interest income. For the six months ended June 30, 2017, Balanced, Small Cap Value and Intermediate Government neither borrowed from nor lent to other funds in the AMG Funds family. At June 30, 2017, the Funds had no interfund loans outstanding.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended June 30, 2017, were as follows:

57

Notes to Financial Statements (continued)

	Long-Term Securities
Fund	Purchases		Sales
Balanced	$	50,056,989	$	50,288,390
Small Cap Value		6,609,140		15,149,316
Intermediate Government		2,556,163		8,566,473
Short Duration		15,211,625		17,253,205
	U.S. Government Obligations
Fund	Purchases		Sales
Balanced	$	13,078,979	$	14,365,813
Intermediate Government		14,002,462		17,748,190
Short Duration		15,897,748		29,450,175

4. PORTFOLIO SECURITIES LOANED

The Funds participate in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

At June 30, 2017, the value of the securities loaned and cash collateral received, were as follows:

Fund	Securities Loaned		Cash Collateral Received
Balanced	$	1,795,368	$	1,857,507
Small Cap Value		286,337		296,389

5. COMMITMENTS AND CONTINGENCIES

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trusts. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet

occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.

6. DERIVATIVE INSTRUMENTS

The following disclosures contain information on how and why certain Funds use derivative instruments, the credit risk and how derivative instruments affect the Funds’ financial position and results of operations and cash flows. The location and fair value amounts of these instruments on the Statement of Assets and Liabilities, and the realized gains and losses and changes in unrealized gains and losses on the Statement of Operations, each categorized by type of derivative contract, are included in a table in the Notes to the Schedules of Portfolio Investments. For the six months ended June 30, 2017, the average quarterly balances of derivative financial instruments outstanding were as follows:

	Intermediate Government		Short Duration
Financial futures contracts:
Average number of contracts purchased		5		85
Average number of contracts sold		67		682
Average notional value of contracts purchased	$	698,875	$	10,340,026
Average notional value of contracts sold	$	6,926,477	$	85,912,400

7. FUTURES CONTRACTS

A Fund may enter into futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital shares transactions. There are certain risks associated with futures contracts. Prices may not move as expected or the Fund may not be able to close out the contract when it desires to do so, resulting in losses.

On entering into a futures contract, either cash or securities in an amount equal to a certain percentage of the contract value (initial margin) must be deposited with the futures broker. Variation margin payments are made or received each day. The variation margin payments equal the daily changes in the contract value and are recorded as unrealized gains or losses. For over-the-counter (“OTC”) futures, daily variation margin payments are not required. The Funds recognize a realized gain or loss when the contract is closed or expires equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the financial statements. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.

8. RISKS ASSOCIATED WITH COLLATERALIZED MORTGAGE OBLIGATIONS (“CMOs”)

The net asset values of a Fund may be sensitive to interest rate fluctuations because a Fund may hold several instruments, including CMOs and other derivatives, whose values can be significantly impacted by interest rate movements. CMOs are obligations collateralized by a portfolio of mortgages or mortgage-related securities. Payments of principal and interest on the mortgages are passed through to the holder of the CMOs on the same schedule

58

Notes to Financial Statements (continued)

as they are received, although certain classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, the investment in CMOs may be subject to a greater or lesser risk of prepayment than other types of mortgage-related securities. CMOs are subject to principal paydowns as a result of prepayments or refinancing of the underlying mortgage instruments. As a result, the average life may be substantially less than the original maturity. CMOs may have a fixed or variable rate of interest.

9. DOLLAR ROLL AGREEMENTS

All Funds except Small Cap Value may enter into dollar rolls in which they sell debt securities for delivery currently and simultaneously contract to repurchase similar, but not identical, securities at the same price or a lower price on an agreed date. The Funds receive compensation as consideration for entering into the commitment to repurchase. The compensation is the difference between the current sale price and the repurchase price (often referred to as the “drop”) as well as the interest earned on the cash proceeds of the initial sale. The Funds may also be compensated by the receipt of a commitment fee. As the holder, the counterparty receives all principal and interest payments, including prepayments, made with respect to the similar security sold. Dollar rolls may be renewed with a new sale and repurchase price with a cash settlement made at renewal without physical delivery of the securities subject to the contract.

Certain risks may arise upon entering into dollar rolls from the potential inability of counterparties to meet the terms of their commitments. Additionally, the value of such securities may change adversely before the Funds are able to repurchase them. There can be no assurance that the Funds’ use of the cash that they receive from a dollar roll will provide a return that exceeds their cost.

10. STRIPPED SECURITIES

Intermediate Government and Short Duration may invest in stripped securities (“STRIPS”) for hedging purposes to protect the Funds’ portfolios against interest

rate fluctuations. Interest-only STRIPS will most likely move differently than typical fixed-income securities in relation to changes in interest rates. STRIPS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of underlying assets. A common type of STRIP will have one class receiving all of the interest from the underlying assets (“interest-only” or “IO” class), while the other class will receive the entire principal (“principal only” or “PO” class). However, in some instances, one class will receive some of the interest and most of the principal while the other class will receive most of the interest and the remainder of the principal. STRIPS are unusually volatile in response to changes in interest rates. The yield to maturity on an IO class of STRIPS is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurably adverse effect on a Funds’ yield to maturity to the extent it invests in IOs. Conversely, POs tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. Thus, if the underlying assets experience greater than anticipated repayments of principal, a Fund may fail to fully recover its initial investment in these securities, even if the STRIPS were rated of the highest credit quality by Standard & Poor’s Corporation or Moody’s Investors Service, Inc. These risks are managed by investing in a variety of such securities and by using certain hedging techniques. In addition the secondary market for STRIPS may be less liquid than that of other mortgage-backed or asset-backed securities, potentially limiting a Fund’s ability to buy or sell those securities at any particular time.

11. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Funds do not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4.

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of June 30, 2017:

			Gross Amount Not Offset in the
			Statement of Assets and Liabilities
Fund	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments Collateral		Cash Collateral Received		Net Amount
Balanced
BNP Paribas S.A.	$	36,079	$	36,079		—		—
Cantor Fitzgerald Securities, Inc.		755,941		755,941		—		—
HSBC Securities USA, Inc.		43,917		43,917		—		—
Jefferies LLC		21,570		21,570		—		—
State of Wisconsin Investment Board		1,000,000		1,000,000
Totals	$	1,857,507	$	1,857,507		—		—

59

Notes to Financial Statements (continued)

			Gross Amount Not Offset in the
			Statement of Assets and Liabilities
Fund	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments Collateral		Cash Collateral Received		Net Amount
Small Cap Value
BNP Paribas S.A.	$	12,470	$	12,470		—		—
Citibank N.A.		261,285		261,285		—		—
HSBC Securities USA, Inc.		15,179		15,179		—		—
Jefferies LLC		7,455		7,455		—		—
Totals	$	296,389	$	296,389		—		—

12. REGULATORY UPDATES

On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X, which sets forth the form and content of financial statements. Management has evaluated the implications of adopting these amendments and has determined there is no material impact on the financial statements and accompanying notes.

13. SUBSEQUENT EVENTS

The Funds have determined that no material events or transactions occurred through the issuance date of the Funds’ financial statements, which require an additional disclosure in or adjustment of the Funds’ financial statements.

60

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

AMG Managers Amundi Intermediate Government Fund (formerly AMG Managers Intermediate Duration Government Fund), AMG Managers Amundi Short Duration Government Fund (formerly AMG Managers Short Duration Government Fund), AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund: Approval of Investment Management and Subadvisory Agreements on June 28-29, 2017

At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”) of each of AMG Funds and AMG Funds II (each, a “Trust” and collectively, the “Trusts”), and separately a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) and each Trust for each of AMG Managers Amundi Intermediate Government Fund (formerly AMG Managers Intermediate Duration Government Fund), AMG Managers Amundi Short Duration Government Fund (formerly AMG Managers Short Duration Government Fund), AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund (each, a “Fund,” and collectively, the “Funds”) and separately each of Amendment No. 1, Amendment No. 2 dated July 1, 2015, and Amendment No. 3 dated October 1, 2016, to the Investment Management Agreement with AMG Funds II and separately each of Amendment No. 1 dated July 1, 2015, and Amendment No. 2 dated October 1, 2016, to the Investment Management Agreement with AMG Funds (collectively, the “Investment Management Agreement”) and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, for each Fund (collectively, the “Subadvisory Agreements”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreement and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment

Manager and each Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (each, a “Peer Group”), performance information for relevant benchmark indices (each, a “Fund Benchmark”) and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisers under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT AND QUALITY OF SERVICES.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreement and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of

the operation and management of the Funds; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadvisers; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising each Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by each Subadviser of its obligations to a Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of each Subadviser’s investment performance with respect to a Fund; prepares and presents periodic reports to the Board regarding the investment performance of each Subadviser and other information regarding each Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of each Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of each Subadviser and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of each Subadviser; assists the Board and management of the Trusts in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of any Subadviser or the replacement of any Subadviser, including at the request of the Board; identifies potential successors to or replacements of any Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own

61

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. With respect to AMG Chicago Equity Partners Small Cap Value Fund and AMG Chicago Equity Partners Balanced Fund, the Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain contractual expense limitations for AMG Managers Amundi Intermediate Government Fund, AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund. The Trustees also considered the Investment Manager’s risk management processes.

For each Fund, the Trustees also reviewed information relating to each Subadviser’s operations and personnel and the investment philosophy, strategies and techniques (for each Subadviser, its “Investment Strategy”) used in managing the Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding each Subadviser’s organizational and management structure and each Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at each Subadviser with portfolio management responsibility for the Fund, including the information set forth in the Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by each Subadviser in the past; (b) the qualifications and experience of the Subadviser’s personnel; and (c) the Subadviser’s compliance program. The Trustees also took into account the financial condition of each Subadviser with respect

to its ability to provide the services required under its Subadvisory Agreement. The Trustees also considered each Subadviser’s risk management processes.

PERFORMANCE.

As noted above, the Board considered each Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as each Subadviser’s Investment Strategy. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Subadviser. The Board was mindful of the Investment Manager’s attention to monitoring each Subadviser’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.

ADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee charged by the Investment Manager for managing each Fund, the Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadviser and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a “manager-of-managers” complex of mutual funds. The Trustees also considered the various changes in management, administrative and shareholder servicing fee rates that were implemented during the past year for the applicable Funds, noting that the Investment Manager provides administrative and shareholder services to the Funds pursuant to an Administration Agreement with the Funds. The Trustees also considered the amount of the advisory fee retained by the Investment Manager

after payment of the subadvisory fee with respect to each Fund. The Trustees also noted any payments that were made from Chicago Equity Partners, LLC (“CEP”) to the Investment Manager, and any other payments made or to be made from the Investment Manager to CEP. The Trustees concluded that, in light of the high quality supervisory services provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by each Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain contractual expense limitations for AMG Managers Amundi Intermediate Government Fund, AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund.

In addition, in considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as Investment Manager and sponsor of the Funds and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also noted the current asset levels of each Fund and the willingness of the Investment Manager to waive fees and pay expenses for AMG Managers Amundi Intermediate Government Fund, AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund from time to time as a means of limiting total expenses. The Trustees also considered management’s discussion of the current asset levels of the Funds, and the impact

62

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

on profitability of both the current asset levels and any future growth of assets of the Funds. The Board took into account management’s discussion of the advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising each Subadviser. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Funds operate in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for any Fund at this time. With respect to economies of scale, the Trustees also noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.

SUBADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the fee payable by the Investment Manager to Amundi Smith Breeden LLC (“Amundi”), the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Investment Manager is not affiliated with Amundi. In addition, the Trustees considered other potential benefits of the subadvisory relationship to Amundi, including, among others, the indirect benefits that Amundi may receive from its relationship with a Fund, including any so-called “fallout benefits” to Amundi, such as reputational value derived from Amundi serving as Subadviser to a Fund, which bears Amundi’s name. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. As a consequence of all of the foregoing, the cost of services to be provided by Amundi and the profitability to Amundi of its relationship with a Fund were not material factors in the Trustees’ deliberations. For similar reasons, the Trustees did not consider potential economies of scale in the

management of a Fund by Amundi to be a material factor in their deliberations at this time.

In considering the reasonableness of the fees payable by the Investment Manager to CEP, the Trustees noted that CEP is an affiliate of the Investment Manager, and the Trustees reviewed information regarding the cost to CEP of providing subadvisory services to a Fund and the resulting profitability from such relationship. The Trustees noted that, because CEP is an affiliate of the Investment Manager, a portion of CEP’s revenues or profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the subadvisory fee structure, and the services CEP provides in performing its functions under the applicable Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the profitability to CEP is reasonable and that CEP is not realizing material benefits from economies of scale that would warrant adjustments to the advisory or subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as the Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

In addition to the foregoing, the Trustees considered the specific factors and related conclusions set forth below with respect to each Fund, the Investment Manager and each Subadviser.

AMG Managers Amundi Short Duration Government Fund

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year

periods ended March 31, 2017 was below, below, below and above, respectively, the median performance of the Peer Group and above the performance of the Fund Benchmark, the BofA Merrill Lynch 6-Month T-Bill Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent improved performance relative to the Fund Benchmark and the Fund’s underperformance relative to the Peer Group. The Trustees noted that the Fund outperformed the Fund Benchmark for all relevant time periods and that Class N shares of the Fund ranked in the second quartile relative to its Peer Group for the 10-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

Advisory and Subadvisory Fees.

The Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) as of March 31, 2017 were both higher than the average for the Fund’s Peer Group. The Trustees also noted that, effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to waive the Fund’s advisory fee by 0.11%, from 0.40% to 0.29%. The Trustees took into account management’s discussion of the Fund’s expenses, including the Fund’s relatively distinctive investment approach. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser, and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

AMG Managers Amundi Intermediate Government Fund

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the

63

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was above the median performance of the Peer Group and above, below, above and above, respectively, the performance of the Fund Benchmark, the Citigroup Mortgage Index. The Trustees took into account management’s discussion of the Fund’s performance, including its more recent improved performance relative to the Fund Benchmark. The Trustees also took into account the fact that Class N shares of the Fund ranked in the top decile relative to its Peer Group for the 5-year period, in the top quintile relative to its Peer Group for the 3-year and 10-year periods, and in the top quartile relative to its Peer Group for the 1-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

Advisory and Subadvisory Fees.

The Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.74%. The Trustees also noted that, effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to waive the Fund’s advisory fee by 0.05%, from 0.48% to 0.43%. The Trustees also took into account the Fund’s relatively distinctive investment approach. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser, the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

AMG Chicago Equity Partners Balanced Fund

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, above, above and above, respectively, the median performance of the Peer Group and below the performance of the Fund Benchmark, a Composite Index (60% Russell 1000 Index and 40% Bloomberg Barclays U.S. Aggregate Bond Index). The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance. The Trustees also noted that the Fund’s longer-term performance results ranked strongly relative to its Peer Group and that Class N shares of the Fund ranked in the top quintile relative to its Peer Group for the 3-year and 10-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all the factors considered.

Advisory and Subadvisory Fees.

The Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were higher and lower, respectively, than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.84%. The Trustees also took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the

Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

AMG Chicago Equity Partners Small Cap Value Fund

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year period ended March 31, 2017 and for the period from the Fund’s inception on December 31, 2014 through March 31, 2017 was above the median performance of the Peer Group and below the performance of the Fund Benchmark, the Russell 2000 Value Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s underperformance relative to the Fund Benchmark. The Trustees also noted that Class I shares of the Fund outperformed its Peer Group for all relevant time periods and that Class I shares of the Fund ranked in the top quintile relative to its Peer Group for the 1-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

Advisory and Subadvisory Fees.

The Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.95%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with

64

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

*    *     *     *     *

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management Agreement and each Subadvisory Agreement: (a) the Investment Manager and each Subadviser have demonstrated that they possess the capability and resources to perform the duties required of them under the Investment Management Agreement and the applicable Subadvisory Agreement; (b) each Subadviser’s Investment Strategy is appropriate for pursuing the applicable Fund’s investment objectives; and (c) the Investment Manager and each Subadviser maintain appropriate compliance programs.

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 28-29, 2017, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement

for each Fund and the Subadvisory Agreement for each Fund.

65

THIS PAGE INTENTIONALLY LEFT BLANK

THIS PAGE INTENTIONALLY LEFT BLANK

THIS PAGE INTENTIONALLY LEFT BLANK

INVESTMENT MANAGER AND

ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

CUSTODIAN

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt A. Keilhacker

Steven J. Paggioli

Richard F. Powers, III

Eric Rakowski

Victoria L. Sassine

Thomas R. Schneeweis

This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

Current net asset values per share for each Fund are available on the Funds’ website at www.amgfunds.com.

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC website at www.sec.gov.

Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.

www.amgfunds.com    |

AFFILIATE SUBADVISED FUNDS

BALANCED FUNDS

AMG Chicago Equity Partners Balanced

Chicago Equity Partners, LLC

AMG FQ Global Risk-Balanced

First Quadrant, L.P.

EQUITY FUNDS

AMG Chicago Equity Partners Small Cap Value

Chicago Equity Partners, LLC

AMG FQ Tax-Managed U.S. Equity

AMG FQ U.S. Equity

First Quadrant, L.P.

AMG Frontier Small Cap Growth

Frontier Capital Management Company, LLC

AMG GW&K Small Cap Core

AMG GW&K Small Cap Growth

AMG GW&K U.S. Small Cap Growth

GW&K Investment Management, LLC

AMG Renaissance International Equity

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

AMG River Road Dividend All Cap Value

AMG River Road Dividend All Cap Value II

AMG River Road Focused Absolute Value

AMG River Road Long-Short

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

AMG SouthernSun Small Cap

AMG SouthernSun Global Opportunities

AMG SouthernSun U.S. Equity

SouthernSun Asset Management, LLC

AMG Systematic Large Cap Value

AMG Systematic Mid Cap Value

Systematic Financial Management, L.P.

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

AMG Trilogy Emerging Markets Equity

AMG Trilogy Emerging Wealth Equity

Trilogy Global Advisors, L.P.

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Focused Fund - Security Selection Only

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

FIXED INCOME FUNDS

AMG GW&K Core Bond

AMG GW&K Enhanced Core Bond

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

OPEN-ARCHITECTURE FUNDS

ALTERNATIVE FUNDS

AMG Managers Lake Partners LASSO Alternative

Lake Partners, Inc.

BALANCED FUNDS

AMG Managers Montag & Caldwell Balanced

Montag & Caldwell, LLC

EQUITY FUNDS

AMG Managers Brandywine

AMG Managers Brandywine Advisors Mid Cap Growth

AMG Managers Brandywine Blue

Friess Associates, LLC

AMG Managers Cadence Emerging Companies

AMG Managers Cadence Mid Cap

Cadence Capital Management, LLC

AMG Managers CenterSquare Real Estate

CenterSquare Investment Management, Inc.

AMG Managers Emerging Opportunities

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

AMG Managers Essex Small/Micro Cap Growth

Essex Investment Management Co., LLC

AMG Managers Fairpointe Focused Equity

AMG Managers Fairpointe Mid Cap

Fairpointe Capital LLC

AMG Managers Guardian Capital Global Dividend

Guardian Capital LP

AMG Managers LMCG Small Cap Growth

LMCG Investments, LLC

AMG Managers Montag & Caldwell Growth

AMG Managers Montag & Caldwell Mid Cap Growth

Montag & Caldwell, LLC

AMG Managers Pictet International

Pictet Asset Management Limited

AMG Managers Silvercrest Small Cap

Silvercrest Asset Management Group LLC

AMG Managers Skyline Special Equities

Skyline Asset Management, L.P.

AMG Managers Special Equity

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

AMG Managers Value Partners Asia Dividend

Value Partners Hong Kong Limited

FIXED INCOME FUNDS

AMG Managers Amundi Intermediate Government

AMG Managers Amundi Short Duration Government

Amundi Smith Breeden LLC

AMG Managers Doubleline Core Plus Bond

DoubleLine Capital LP

AMG Managers Global Income Opportunity

AMG Managers Loomis Sayles Bond

Loomis, Sayles & Co., L.P.

SAR009-0617 |      www.amgfunds.com

SEMI-ANNUAL REPORT

AMG Funds

June 30, 2017

AMG GW&K Enhanced Core Bond Fund

Class N: MFDAX    |    Class I: MFDSX    |    Class C: MFDCX    |    Class Z: MFDYX

AMG GW&K Municipal Bond Fund

Class N: GWMTX    |    Class I: GWMIX

AMG GW&K Municipal Enhanced Yield Fund

Class N: GWMNX    |    Class I: GWMEX    |    Class Z: GWMZX

AMG GW&K Small Cap Core Fund

Class N: GWETX    |    Class I: GWEIX    |    Class Z: GWEZX

AMG GW&K Small/Mid Cap Fund

Class N: GWGVX    | Class I: GWGIX | Class Z: GWGZX

www.amgfunds.com    | SAR019-0617

AMG Funds

Semi-Annual Report—June 30, 2017

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		4
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
AMG GW&K Enhanced Core Bond Fund		6
AMG GW&K Municipal Bond Fund		10
AMG GW&K Municipal Enhanced Yield Fund		16
AMG GW&K Small Cap Core Fund		20
AMG GW&K Small/Mid Cap Fund		23
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		26
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		29
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statement of Operations		31
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		32
Detail of changes in net assets for the past two periods
Financial Highlights		34
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes to Financial Highlights		43
Notes to Financial Statements		44
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		54

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Fund family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

ACTUAL EXPENSES

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Expense			Beginning		Ending		Expenses
	Ratio for			Account Value		Account Value		Paid During
Six Months Ended June 30, 2017	the Period			01/01/17		06/30/17		the Period*
AMG GW&K Enhanced Core Bond Fund
Class N
Based on Actual Fund Return		0.76	%	$	1,000	$	1,025	$	3.82
Hypothetical (5% return before expenses)		0.76	%	$	1,000	$	1,021	$	3.81
Class I
Based on Actual Fund Return		0.62	%	$	1,000	$	1,027	$	3.12
Hypothetical (5% return before expenses)		0.62	%	$	1,000	$	1,022	$	3.11
Class C
Based on Actual Fund Return		1.52	%	$	1,000	$	1,022	$	7.62
Hypothetical (5% return before expenses)		1.52	%	$	1,000	$	1,017	$	7.60
Class Z
Based on Actual Fund Return		0.52	%	$	1,000	$	1,026	$	2.61
Hypothetical (5% return before expenses)		0.52	%	$	1,000	$	1,022	$	2.61
AMG GW&K Municipal Bond Fund
Class N
Based on Actual Fund Return		0.70	%	$	1,000	$	1,039	$	3.54
Hypothetical (5% return before expenses)		0.70	%	$	1,000	$	1,021	$	3.51
Class I**
Based on Actual Fund Return		0.37	%	$	1,000	$	1,040	$	1.87
Hypothetical (5% return before expenses)		0.37	%	$	1,000	$	1,023	$	1.86
AMG GW&K Municipal Enhanced Yield Fund
Class N
Based on Actual Fund Return		1.00	%	$	1,000	$	1,052	$	5.09
Hypothetical (5% return before expenses)		1.00	%	$	1,000	$	1,020	$	5.01
Class I**
Based on Actual Fund Return		0.64	%	$	1,000	$	1,053	$	3.26
Hypothetical (5% return before expenses)		0.64	%	$	1,000	$	1,022	$	3.21
Class Z***
Based on Actual Fund Return		0.59	%	$	1,000	$	1,037	$	2.04
Hypothetical (5% return before expenses)		0.59	%	$	1,000	$	1,022	$	2.96
AMG GW&K Small Cap Core Fund
Class N
Based on Actual Fund Return		1.31	%	$	1,000	$	1,096	$	6.81
Hypothetical (5% return before expenses)		1.31	%	$	1,000	$	1,018	$	6.56
Class I**
Based on Actual Fund Return		0.95	%	$	1,000	$	1,098	$	4.94
Hypothetical (5% return before expenses)		0.95	%	$	1,000	$	1,020	$	4.76
Class Z***
Based on Actual Fund Return		0.90	%	$	1,000	$	1,044	$	3.12
Hypothetical (5% return before expenses)		0.90	%	$	1,000	$	1,020	$	4.51

2

About Your Fund’s Expenses

(continued)

	Expense			Beginning		Ending		Expenses
	Ratio for			Account Value		Account Value		Paid During
Six Months Ended June 30, 2017	the Period			01/01/17		06/30/17		the Period*
AMG GW&K Small/Mid Cap Fund
Class N***
Based on Actual Fund Return		1.10	%	$	1,000	$	1,024	$	3.78
Hypothetical (5% return before expenses)		1.10	%	$	1,000	$	1,019	$	5.51
Class I
Based on Actual Fund Return		0.94	%	$	1,000	$	1,083	$	4.85
Hypothetical (5% return before expenses)		0.94	%	$	1,000	$	1,020	$	4.71
Class Z***
Based on Actual Fund Return		0.85	%	$	1,000	$	1,025	$	2.92
Hypothetical (5% return before expenses)		0.85	%	$	1,000	$	1,021	$	4.26

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365.

** Effective June 23, 2017, Class S shares converted into Class I shares.

*** Commenced operations on February 27, 2017 and as such, the expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (124), then divided by 365.

3

Fund Performance (unaudited)

Periods ended June 30, 2017

The table below shows the average annual total returns for the periods indicated for each Fund, as well as each Fund’s relative index for the same time periods ended June 30, 2017.

Average Annual Total Returns1	Six			One			Five			Ten			Since			Inception
	Months*			Year			Years			Years			Inception			Date
AMG GW&K Enhanced Core Bond Fund 2,3,4,6,7,19,20
Class N		2.50	%		0.47	%		2.44	%		4.60	%		5.49	%		01/02/97
Class I		2.67	%		0.64	%		—			—			1.96	%		11/30/12
Class C8		2.22	%		(0.27	)%		1.69	%		3.82	%		4.67	%		03/05/98
Class Z		2.62	%		0.73	%		2.68	%		4.86	%		5.88	%		01/02/97
Bloomberg Barclays U.S. Aggregate
Bond Index9		2.27	%		(0.31	)%		2.21	%		4.48	%		5.29	%		01/02/97	†
AMG GW&K Municipal Bond Fund 2,3,6,7,10
Class N		3.87	%		(0.84	)%		2.74	%		—			4.57	%		06/30/09
Class I		4.03	%		(0.48	)%		3.18	%		—			5.07	%		06/30/09
Bloomberg Barclays 10-Year Municipal Bond Index12		4.18	%		(0.41	)%		3.40	%		5.13	%		5.13	%		06/30/09	†
AMG GW&K Municipal Enhanced Yield Fund 2,3,5,6,7,8,11,12,21
Class N		5.16	%		(2.51	)%		4.29	%		—			7.07	%		07/27/09
Class I		5.25	%		(2.09	)%		4.75	%		4.82	%		4.79	%		12/30/05
Class Z		—			—			—			—			3.73	%		02/24/17
Bloomberg Barclays U.S. Municipal Bond BAA Index13		4.32	%		(0.59	)%		3.60	%		3.52	%		3.79	%		12/30/05	†
AMG GW&K Small Cap Core Fund 2,8,14,15
Class N		9.61	%		21.11	%		14.18	%		7.90	%		8.33	%		12/10/96
Class I		9.78	%		21.60	%		14.64	%		—			15.73	%		07/27/09
Class Z		—			—			—			—			4.40	%		02/24/17
Russell 2000® Index16		4.99	%		24.60	%		13.70	%		6.92	%		8.29	%		12/10/96	†
AMG GW&K Small/Mid Cap Fund 2,15,17,22,23
Class N		—			—			—			—			2.42	%		02/24/17
Class I		8.27	%		19.27	%		—			—			3.03	%		06/30/15
Class Z		—			—			—			—			2.51	%		02/24/17
Russell 2000® Growth Index18		9.97	%		24.40	%		13.98	%		7.82	%		5.37	%		06/30/15	†
Russell 2500TM Index24		5.97	%		19.84	%		14.04	%		7.42	%		7.44	%		06/30/15

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per

share for the Fund and other information, please call (800) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

Distributed by AMG Distributors, Inc., member FINRA/SIPC.

^† Date reflects the inception date of the Fund, not the index.

* Not annualized.

¹ Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of June 30, 2017. All returns are in U.S. dollars ($).

² From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

³ The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors.

⁴ High-yield bonds (also known as “junk bonds”) may be subject to greater levels of interest rate, credit, and liquidity risk than investments in higher rated securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. The issuers of the Fund’s holdings may be involved in bankruptcy proceedings, reorganizations, or financial restructurings, and are not as strong financially as higher-rated issuers.

⁵ The use of leverage in a Fund’s strategy, such as futures and forward commitment transactions, can magnify relatively small market movements into relatively larger losses for the Fund.

⁶ Factors unique to the municipal bond market may negatively affect the value in municipal bonds.

⁷ Changing interest rates may adversely affect the value of a fixed income investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall.

⁸ Closed to new investments.

⁹ The Bloomberg Barclays U.S. Aggregate Bond Index is an index of the U.S. investment-grade fixed-rate bond market, including both government and corporate bonds. Unlike the Fund, the Bloomberg Barclays U.S. Aggregate Bond Index is unmanaged, is not available for investment and does not incur expenses.

4

Fund Performance (continued)

¹⁰ Investment income may be subject to certain state and local taxes, and depending on your tax status, the federal alternative minimum tax. Capital gains are not exempt from federal income tax.

¹¹ The Bloomberg Barclays 10-Year Municipal Bond Index is the 10 year (8-12) component of the Municipal bond index. It is a rules-based, market-value-weighted Index engineered for the tax-exempt bond market. The Index tracks general obligation bonds, revenue bonds, insured bonds, and pre-refunded bonds rated Baa3/BBB or higher by at least two of the ratings agencies: Moody’s, S&P, Fitch. Unlike the Fund, the Bloomberg Barclays 10-Year Municipal Bond Index is unmanaged, is not available for investment and does not incur expenses.

¹² The performance shown includes that of the predecessor Fund, the BNY Hamilton Municipal Enhanced Yield Fund, a series of BNY Hamilton Funds, Inc., which was reorganized into the GW&K Municipal Enhanced Yield Fund, a series of AMG Funds, as of the close of business on November 7, 2008.

¹³ The Bloomberg Barclays U.S. Municipal Bond BAA Index is a subset of the Barclays Capital Municipal Bond Index with an index rating of Baa1, Baa2, or Baa3. The Barclays Capital Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term, tax-exempt bond market. Unlike the Fund, the Bloomberg Barclays U.S. Municipal Bond Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁴ The Fund inception dates and returns for all periods beginning prior to November 7, 2008 reflects performance of the predecessor Fund, The BNY Hamilton Multi-Cap Equity Fund, a series of BNY Hamilton Funds, Inc.

¹⁵ The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

¹⁶ The Russell 2000^® Index is composed of the 2,000 smallest stocks in the Russell 3000^® Index and is widely regarded in the industry as the premier measure of small-cap stock performance. Unlike the Fund, The Russell 2000^® Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁷ The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits.

¹⁸ The Russell 2000^® Growth Index measures the performance of the Russell 2,000 companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 2000^® Growth Index is unmanaged, is not available for investment and does not incur expenses.

¹⁹ To the extent that the Fund invests in asset-backed or mortgage-backed securities, its exposure to prepayment and extension risks may be greater than investments in other fixed income securities.

²⁰ Investments in international securities are subject to certain risks of overseas investing including

currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.

²¹ The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

²² The Fund is subject to risks associated with investments in mid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

²³ The Fund invests in value stocks, which may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

²⁴ The Russell 2500^TM Index is composed of the 2,500 smallest stocks in the Russell 3000^® Index and is widely regarded in the industry as the premier measure of small/mid cap stock performance. The Russell 2500^TM Index replaced the Russell 2000^® Growth Index as the Fund’s primary benchmark on February 27, 2017 because the Investment Manager and the Subadviser believe the Russell 2500^TM Index is more representative of the Fund’s current investment strategies.

The Russell Indices are trademarks of the London Stock Exchange Group companies.

Not FDIC insured, nor bank guaranteed. May lose value.

5

AMG GW&K Enhanced Core Bond Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

	AMG GW&K Enhanced
Sector	Core Bond Fund*
U.S. Government and Agency Obligations		40.5	%
Industrials		33.7	%
Financials		18.0	%
Municipal Bonds		6.5	%
Other Assets and Liabilities		1.3	%

* As a percentage of net assets.

Rating	AMG GW&K Enhanced Core Bond Fund**
U.S. Government and Agency Obligations		41.0	%
Aaa		1.0	%
Aa		10.7	%
A		11.3	%
Baa		27.4	%
Ba		8.6	%

** As a percentage of market value of fixed-income securities.

TOP TEN HOLDINGS

Security Name	% of Net Assets
FNMA, 4.000%, 10/01/43***		6.5	%
FNMA, 4.500%, 04/01/41***		4.4
United States Treasury Bonds, 4.500%, 2/15/36		3.0
FHLMC Gold Pool, 5.000%, 10/01/36***		3.0
United States Treasury Notes, 2.000%, 11/30/22***		3.0
Apple, Inc., 1.680%, 02/09/22		2.5
Wells Fargo & Co., 2.112%, 02/11/22		2.5
FNMA, 4.000%, 09/01/25		2.4
FNMA, 3.500%, 11/01/42		2.2
FNMA, 4.500%, 05/01/39***		2.1
Top Ten as a Group		31.6	%

*** Top Ten Holdings as of December 31, 2016.

Credit quality ratings shown above reflect the highest rating assigned by either Standard & Poor’s (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”). These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

6

AMG GW&K Enhanced Core Bond Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Principal Amount		Value
Corporate Bonds and Notes - 51.7%
Financials - 18.0%
American Tower Corp., 4.400%, 02/15/26	$	571,000	$	599,517
Bank of America Corp., MTN, 3.875%, 08/01/25		851,000		881,282
CIT Group, Inc., 5.375%, 05/15/20		558,000		601,942
Citigroup, Inc., 2.050%, 12/07/18		1,185,000		1,187,176
Crown Castle International Corp., 5.250%, 01/15/23		533,000		592,793
The Goldman Sachs Group, Inc., 6.125%, 02/15/33		946,000		1,185,851
Host Hotels & Resorts, L.P., Series C, 4.750%, 03/01/23		568,000		608,479
International Lease Finance Corp., 8.250%, 12/15/20		576,000		679,628
JPMorgan Chase & Co., Series S, 6.750%, 08/01/652,3		553,000		629,038
Morgan Stanley, GMTN, 5.500%, 07/28/21		529,000		587,123
National Rural Utilities Cooperative Finance Corp., MTN, 3.250%, 11/01/25		559,000		567,030
Wells Fargo & Co., 2.112%, 02/11/22 (08/11/17)4		1,422,000		1,434,772
Weyerhaeuser Co., 8.500%, 01/15/25		645,000		862,909
Total Financials				10,417,540
Industrials - 33.7%
The ADT Corp., 6.250%, 10/15/21		262,000		286,563
American Airlines Group, Inc., 6.125%, 06/01/18		280,000		288,960
Apple, Inc., 1.680%, 02/09/22 (08/09/17)4		1,437,000		1,452,547
ArcelorMittal, 6.000%, 03/01/21		265,000		286,531
Automatic Data Processing, Inc., 3.375%, 09/15/25		815,000		847,884
Ball Corp., 5.250%, 07/01/25		591,000		654,533
Burlington Northern Santa Fe LLC, 6.150%, 05/01/37		696,000		919,179
CDW LLC / CDW Finance Corp., 5.500%, 12/01/24		574,000		623,685
Charter Communications Operating LLC / Charter Communications Operating Capital, 4.908%, 07/23/25		560,000		605,964
Comcast Corp., 7.050%, 03/15/33		440,000		602,338
Crown Americas LLC / Crown Americas Capital Corp. IV, 4.500%, 01/15/23		565,000		593,250
CSX Corp., 2.600%, 11/01/26		618,000		597,348
CVS Health Corp., 5.125%, 07/20/45		495,000		569,679
Eagle Materials, Inc., 4.500%, 08/01/26		607,000		623,692
Georgia-Pacific LLC, 8.000%, 01/15/24		460,000		590,876
HCA, Inc., 5.000%, 03/15/24		734,000		778,958
International Paper Co., 3.000%, 02/15/27		608,000		586,349
Kaiser Foundation Hospitals, 3.150%, 05/01/27		582,000		583,099
Leidos Holdings, Inc., 4.450%, 12/01/20		277,000		290,850
Lennar Corp., 4.750%, 11/15/22		592,000		631,220
Masco Corp., 4.375%, 04/01/26		594,000		636,590
McDonald’s Corp., MTN, 3.700%, 01/30/26		568,000		589,284
Microsoft Corp., 3.750%, 02/12/45		595,000		592,870

The accompanying notes are an integral part of these financial statements.

7

AMG GW&K Enhanced Core Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Industrials - 33.7% (continued)
Molson Coors Brewing Co., 3.000%, 07/15/26	$	594,000	$	572,453
Northrop Grumman Corp., 3.200%, 02/01/27		602,000		607,351
Omnicom Group, Inc., 3.600%, 04/15/26		590,000		594,714
Owens Corning, 4.200%, 12/15/22		580,000		612,659
Tesoro Logistics LP / Tesoro Logistics Finance Corp., 5.500%, 10/15/19		273,000		289,380
Toll Brothers Finance Corp., 6.750%, 11/01/191		276,000		304,290
United Continental Holdings, Inc., 6.375%, 06/01/18		280,000		290,850
Verizon Communications, Inc., 4.400%, 11/01/34		575,000		571,455
Vulcan Materials Co., 4.500%, 04/01/25		412,000		440,673
Walgreens Boots Alliance, Inc., 3.450%, 06/01/26		900,000		899,807
Total Industrials				19,415,881
Total Corporate Bonds and Notes (cost $29,505,896)				29,833,421
Municipal Bonds - 6.5%
California State General Obligation, School Improvements, 7.550%, 04/01/39		745,000		1,138,151
JobsOhio Beverage System, Series B, 3.985%, 01/01/29		545,000		582,872
Los Angeles Unified School District, School Improvements, 5.750%, 07/01/34		685,000		865,881
Metropolitan Transportation Authority Revenue, Transit Improvements, 6.668%, 11/15/39		420,000		574,732
New Jersey Economic Development Authority, Pension Funding, Series A, 7.425%, 02/15/29 (National Insured)5		473,000		581,809
Total Municipal Bonds (cost $3,667,179)				3,743,445
U.S. Government and Agency Obligations - 40.5%
Federal Home Loan Mortgage Corporation - 3.0%
FHLMC Gold Pool, 5.000%, 10/01/36		1,580,282		1,728,261
Federal National Mortgage Association - 27.7%
FNMA, 3.500%, 11/01/42 to 03/01/46		2,297,795		2,369,854
4.000%, 09/01/25 to 10/01/44		7,568,604		8,001,870
4.500%, 05/01/39 to 04/01/41		4,391,256		4,759,913
5.000%, 08/01/35		739,934		812,473
Total Federal National Mortgage Association				15,944,110
U.S. Treasury Obligations - 9.8%
United States Treasury Bonds, 3.500%, 02/15/39		527,000		595,592
4.500%, 02/15/36		1,368,000		1,766,243
6.250%, 08/15/23		811,000		1,009,584
United States Treasury Notes, 1.750%, 03/31/22		585,000		582,063
2.000%, 11/30/22		1,715,000		1,718,886
Total U.S. Treasury Obligations				5,672,368
Total U.S. Government and Agency Obligations (cost $23,400,341)				23,344,739

The accompanying notes are an integral part of these financial statements.

8

AMG GW&K Enhanced Core Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Short-Term Investments - 2.0%
Repurchase Agreements - 0.2%6
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.080% total to be received $4,989 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 07/28/17 - 09/09/49, totaling $5,089)	$	4,989	$	4,989
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $104,559 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $106,640)		104,549		104,549
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.070% total to be received $6,075 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $6,195)		6,074		6,074
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.210% total to be received $2,983 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $3,043)		2,983		2,983
Total Repurchase Agreements				118,595
	Shares
Other Investment Companies - 1.8%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%7		1,042,445		1,042,445
Total Short-Term Investments (cost $1,161,040)				1,161,040
Total Investments - 100.7% (cost $57,734,456)				58,082,645
Other Assets, less Liabilities - (0.7)%				(426,987	)
Net Assets - 100.0%			$	57,655,658

The accompanying notes are an integral part of these financial statements.

9

AMG GW&K Municipal Bond Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG GW&K Municipal Bond Fund*
General Obligation		33.8	%
Transportation		20.6	%
Utilities		16.1	%
Public Services		9.8	%
Healthcare		7.2	%
Education		7.1	%
Industrial Development		1.2	%
Tax		1.2	%
Certificate of Participation		0.7	%
Other		0.7	%
Other Assets & Liabilities		1.6	%

* As a percentage of net assets.

Rating	AMG GW&K Municipal Bond Fund**
Aaa		30.4	%
Aa		57.4	%
A		10.9	%
Baa		1.3	%

** As a percentage of market value of fixed-income securities.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Arizona Water Infrastructure Finance Authority, Water Quality Revenue, Series A, 5.000%, 10/01/26***		1.8	%
Massachusetts State Department of Taxation and Finance, Series F, 5.000%, 11/01/24		1.6
State of Michigan, 5.000%, 03/15/27***		1.6
Texas Transportation Commission Fund, Series A, 5.000%, 04/01/27***		1.4
State of Washington,Water Utility Improvements Revenue, Series 2013 A, 5.000%, 08/01/25		1.4
New York City General Obligation, Series I, 5.000%, 08/01/24***		1.3
Illinois State Finance Authority Revenue, Clean Water Initiative Revenue, 5.000%, 07/01/27***		1.3
Central Texas Turnpike System Transportation Commission, Series C, 5.000%, 08/15/31		1.3
Chicago O’Hare International Airport, Series B, 5.000%, 01/01/28		1.2
Ohio Water Development Authority, Water Pollution Control Loan Fund, Series 2015A, 5.000%, 06/01/25		1.2
Top Ten as a Group		14.1	%

*** Top Ten Holdings as of December 31, 2016.

Credit quality ratings shown above reflect the highest rating assigned by either Standard & Poor’s (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”). These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

10

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Principal Amount		Value
Municipal Bonds - 98.5%
Arizona - 2.9%
Arizona Transportation Board, Subordinated Highway Revenue, Series 2013 A, 5.000%, 07/01/22	$	4,355,000	$	5,107,500
Arizona Water Infrastructure Finance Authority, Water Quality Revenue, Series A, 5.000%, 10/01/26		15,000,000		18,265,350
Salt River Project Agricultural Improvement & Power District, Series A, 5.000%, 12/01/24		5,000,000		5,789,100
Total Arizona				29,161,950
California - 7.3%
California Infrastructure & Economic Development Bank, Clean Water State Revolving Fund, 5.000%, 10/01/28		5,000,000		6,270,600
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/27		1,200,000		1,438,080
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/30		1,620,000		1,890,686
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/31		1,000,000		1,158,960
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/32		1,855,000		2,136,570
California State Tax Exempt General Obligation, 5.000%, 03/01/24		5,000,000		6,051,150
California State University, Series A, 5.000%, 11/01/29		4,525,000		5,387,194
Los Angeles Unified School District, Series A, 5.000%, 07/01/23		10,000,000		11,996,700
State of California, 5.000%, 09/01/25		10,000,000		12,339,400
State of California, 5.000%, 08/01/29		7,000,000		8,462,650
State of California, 5.000%, 09/01/29		5,010,000		6,060,797
State of California, Series C, 5.000%, 09/01/26		7,700,000		9,416,638
Total California				72,609,425
Colorado - 1.4%
City & County of Denver CO. Airport System Revenue, Series A, 5.000%, 11/15/23		6,000,000		7,156,500
Regional Transportation District County COPS, Series A, 5.000%, 06/01/24		6,000,000		7,063,200
Total Colorado				14,219,700
Connecticut - 0.6%
State of Connecticut Special Tax Revenue, Transit Infrastructure, 5.000%, 08/01/24		5,340,000		6,275,675
District of Columbia - 1.8%
District of Columbia Water & Sewer Authority Public Utility Revenue, Sub Lien, Series C, 5.000%, 10/01/24		5,475,000		6,403,286
District of Columbia, Series A, 5.000%, 06/01/24		5,000,000		6,084,850
District of Columbia, Series A, 5.000%, 06/01/30		5,010,000		6,017,311
Total District of Columbia				18,505,447
Florida - 4.5%
Florida State Board of Education, Series D, 5.000%, 06/01/24		6,565,000		7,467,556
Florida’s Turnpike Enterprise, Department of Transportation, Series C, 5.000%, 07/01/28		7,075,000		8,656,404
Orange County Health Facilities Authority, Series A, 5.000%, 10/01/31		4,515,000		5,254,376
State of Florida, Capital Outlay, Series B, 5.000%, 06/01/27		9,045,000		10,863,769
State of Florida, Department of Transportation, Fuel Sales Tax Revenue, Series B, 5.000%, 07/01/26		5,780,000		6,586,368
Tampa Bay Water, 5.500%, 10/01/22 (National Insured)5		4,775,000		5,733,247
Total Florida				44,561,720

The accompanying notes are an integral part of these financial statements.

11

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Georgia - 4.0%
Atlanta Water & Wastewater Revenue, 5.000%, 11/01/25	$	5,100,000	$	6,268,614
Georgia State University & College Improvements, Series A, 5.000%, 07/01/24		5,000,000		5,866,600
Georgia State University & College Improvements, Series A, 5.000%, 07/01/27		5,450,000		6,371,650
Georgia State University & College Improvements, Series A - Tranche 2, 5.000%, 02/01/26		5,435,000		6,656,190
State of Georgia, Series C, 5.000%, 09/01/23		5,000,000		5,905,400
State of Georgia, Series F, 5.000%, 01/01/26		7,015,000		8,761,735
Total Georgia				39,830,189
Idaho - 0.7%
Idaho Housing & Finance Association, 5.000%, 07/15/23		5,770,000		6,798,099
Illinois - 4.6%
Chicago O’Hare International Airport, Series B, 5.000%, 01/01/28		10,580,000		12,454,564
Illinois State Finance Authority Revenue, Clean Water Initiative Revenue, 5.000%, 07/01/27		11,000,000		13,156,000
Illinois State Finance Authority Revenue, University of Chicago, Series A, 5.000%, 10/01/23		5,000,000		5,917,000
Illinois State Toll Highway Authority, Series A, 5.000%, 12/01/22		3,590,000		4,199,008
Illinois State Toll Highway Authority, Series A, 5.000%, 12/01/31		9,195,000		10,653,327
Total Illinois				46,379,899
Indiana - 0.6%
Indiana Finance Authority, Indiana University Health Revenue, Series A, 5.000%, 12/01/23		5,115,000		6,107,412
Iowa - 0.5%
State of Iowa, Series A, 5.000%, 06/01/25		4,000,000		4,902,560
Kentucky - 0.6%
Louisville/Jefferson County Metropolitan Government, Norton Healthcare Inc., Series A, 5.000%, 10/01/29		5,000,000		5,880,650
Maryland - 2.9%
State of Maryland, Department of Transportation, 5.000%, 05/01/23		8,710,000		10,413,328
State of Maryland, Series B, 5.000%, 08/01/24		5,000,000		5,848,450
University System of Maryland, University & College Improvements, Series A, 5.000%, 04/01/23		5,475,000		6,511,089
University System of Maryland, University & College Improvements, Series A, 5.000%, 04/01/24		5,100,000		6,184,872
Total Maryland				28,957,739
Massachusetts - 7.1%
Commonwealth of Massachusetts, Series A, 5.000%, 07/01/25		7,700,000		9,473,772
Commonwealth of Massachusetts, Series B, 5.000%, 07/01/23		5,000,000		5,960,450
Commonwealth of Massachusetts, Series E, 5.000%, 09/01/28		5,025,000		5,910,254
The Massachusetts Clean Water Trust, 5.000%, 08/01/25		4,640,000		5,001,270
Massachusetts School Building Authority, Series A, 5.000%, 08/15/25		5,035,000		5,868,746
Massachusetts State Department of Taxation and Finance, Series F, 5.000%, 11/01/24		13,500,000		15,853,995
Massachusetts State Development Finance Agency, Boston College, Series S, 5.000%, 07/01/23		5,700,000		6,823,641
Massachusetts Water Resources Authority, Series C, 5.000%, 08/01/24		10,000,000		11,410,600
Massachusetts Water Resources Authority, Series C, 5.000%, 08/01/26		4,025,000		5,021,952
Total Massachusetts				71,324,680

The accompanying notes are an integral part of these financial statements.

12

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Michigan - 4.0%
Michigan Finance Authority, Henry Ford Health System, 5.000%, 11/15/29	$	10,000,000	$	11,674,300
Michigan State Building Authority Revenue, Series I, 5.000%, 04/15/27		5,700,000		6,773,082
Michigan State, Environmental Program, Series A, 5.000%, 12/01/22		5,000,000		5,910,550
State of Michigan, 5.000%, 03/15/27		12,640,000		15,651,227
Total Michigan				40,009,159
Minnesota - 2.4%
Minneapolis-St Paul Metropolitan Airports Commission, Series A, 5.000%, 01/01/25		5,000,000		6,100,250
Minnesota State General Obligation, Series A, 5.000%, 08/01/23		5,300,000		6,196,548
Minnesota State General Obligation, Series D, 5.000%, 08/01/22		10,200,000		11,985,408
Total Minnesota				24,282,206
Missouri - 1.9%
Missouri Highway & Transportation Commission, Fuel Sales Tax Revenue, Series B, 5.000%, 05/01/23		10,330,000		12,324,723
University of Missouri, Series A, 5.000%, 11/01/26		5,495,000		6,662,083
Total Missouri				18,986,806
New Jersey - 2.9%
New Jersey Health Care Facilities Financing Authority, RWJ Barnabas Health Obligation, 5.000%, 07/01/29		6,570,000		7,694,193
New Jersey State Turnpike Authority Revenue, Series 2012 B, 5.000%, 01/01/24		2,790,000		3,246,472
New Jersey State Turnpike Authority Revenue, Series A, 5.000%, 01/01/24		4,925,000		5,706,499
New Jersey State Turnpike Authority Revenue, Series A, 5.000%, 01/01/33		10,270,000		11,982,420
Total New Jersey				28,629,584
New York - 13.4%
Metropolitan Transportation Authority, Fuel Sales Tax Revenue, Series A, 5.000%, 11/15/24		5,000,000		6,121,100
Metropolitan Transportation Authority, Transit Revenue, Series F, 5.000%, 11/15/24		4,950,000		5,799,717
Metropolitan Transportation Authority, Transit Revenue, Series F, 5.000%, 11/15/28		5,000,000		5,974,900
New York City General Obligation, Series C, 5.000%, 08/01/24		5,000,000		6,068,650
New York City General Obligation, Series C, 5.000%, 08/01/26		5,500,000		6,810,815
New York City General Obligation, Series G, 5.000%, 08/01/23		5,000,000		5,960,350
New York City General Obligation, Series I, 5.000%, 08/01/24		11,485,000		13,366,817
New York City Transitional Finance Authority, Future Tax Secured Revenue, 5.000%, 11/01/22		4,070,000		4,489,088
New York City Transitional Finance Authority, Future Tax Secured Revenue, Series B, 5.000%, 02/01/24		5,015,000		5,639,518
New York City Transitional Finance Authority, Future Tax Secured Revenue, Series C, 5.000%, 11/01/23		5,000,000		6,007,800
New York City Transitional Finance Authority, Future Tax Secured Revenue, Series C, 5.000%, 11/01/26		5,200,000		6,302,920
New York City Water & Sewer System Revenue, Series FF, 5.000%, 06/15/25		7,940,000		8,799,743
New York City Water & Sewer System Revenue, Series FF, 5.000%, 06/15/30		5,370,000		6,403,994
New York State Dormitory Authority, Series A, 5.000%, 12/15/25		8,645,000		10,185,712
New York State Dormitory Authority, Series A, 5.000%, 12/15/27		5,640,000		6,635,516
New York State Dormitory Authority, Series D, 5.000%, 02/15/27		11,145,000		13,313,057
New York State Dormitory Authority, Series E, 5.000%, 03/15/32		8,370,000		9,849,983

The accompanying notes are an integral part of these financial statements.

13

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
New York - 13.4% (continued)
New York State Urban Development Corp., Personal Income Tax Revenue, Series A, 5.000%, 03/15/24	$	5,000,000	$	6,025,300
Total New York				133,754,980
North Carolina - 3.5%
The Charlotte-Mecklenburg Hospital Authority, Carolinas Healthcare System, 5.000%, 01/15/25		10,000,000		12,132,800
North Carolina Municipal Power Agency No. 1, Electric, Power and Light Revenue, Series A, 5.000%, 01/01/27		5,025,000		6,061,257
North Carolina State Limited Obligation, Series A, 5.000%, 06/01/26		8,945,000		11,222,844
North Carolina State Limited Obligation, Series C, 5.000%, 05/01/23		5,020,000		5,967,776
Total North Carolina				35,384,677
Ohio - 4.5%
Ohio State General Obligation, Series A, 5.000%, 09/15/22		10,025,000		11,798,422
Ohio State General Obligation, Series A, 5.000%, 09/01/26		7,040,000		8,791,622
Ohio State General Obligation, University & College Improvements, Series C, 5.000%, 11/01/26		5,000,000		6,092,800
Ohio Water Development Authority, Water Pollution Control Loan Fund, 5.000%, 06/01/23		5,010,000		5,987,551
Ohio Water Development Authority, Water Pollution Control Loan Fund, Series 2015A, 5.000%, 06/01/25		10,050,000		12,417,378
Total Ohio				45,087,773
Oklahoma - 1.5%
Grand River Dam Authority, Series A, 5.000%, 06/01/28		7,820,000		9,507,478
Oklahoma Turnpike Authority, Series A, 5.000%, 01/01/26		5,000,000		5,612,150
Total Oklahoma				15,119,628
Pennsylvania - 0.8%
Lancaster County Hospital Authority, University of Pennsylvania Health Revenue, 5.000%, 08/15/26		6,730,000		8,277,496
Tennessee - 0.6%
State of Tennessee Fuel Sales Tax Revenue, Series B, 5.000%, 09/01/26		5,000,000		6,087,950
Texas - 10.7%
Central Texas Turnpike System Transportation Commission, Series C, 5.000%, 08/15/31		11,175,000		12,611,099
City of Austin TX Water & Wastewater System Revenue, Series A, 5.000%, 11/15/22		7,790,000		9,201,782
City of San Antonio TX Electric & Gas Systems Revenue, 5.000%, 02/01/26		9,275,000		11,447,947
Humble Independent School District, Series B, 5.000%, 02/15/23		5,610,000		6,635,789
Metropolitan Transit Authority of Harris County, Series A, 5.000%, 11/01/24		5,000,000		6,054,350
North Texas Tollway Authority Revenue, Special Projects System, 1st Tier, Series A, 5.000%, 01/01/25		6,370,000		7,569,662
North Texas Tollway Authority Revenue, Special Projects System, Series D, 5.250%, 09/01/27		10,285,000		11,863,439
North Texas Tollway Authority, Series A, 5.000%, 01/01/26		7,775,000		9,182,042
State of Texas, Transportation Commission Highway Improvements Revenue, 5.000%, 04/01/25		4,950,000		5,729,278
Texas Transportation Commission Fund, Series A, 5.000%, 04/01/27		12,550,000		14,513,322
The University of Texas System Financing Revenue, Series B, 0.800%, 08/01/392		200,000		200,000
The University of Texas System Financing Revenue, Series B, 5.000%, 08/15/22		5,000,000		5,876,250
The University of Texas System, Series H, 5.000%, 08/15/26		5,045,000		6,285,212
Total Texas				107,170,172

The accompanying notes are an integral part of these financial statements.

14

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Virginia - 3.0%
Commonwealth of Virginia, Series B, 5.000%, 06/01/22	$	10,000,000	$	11,725,800
Virginia College Building Authority, Series B, 5.000%, 09/01/23		5,350,000		6,394,374
Virginia Public Building Authority, Series B, 5.000%, 08/01/25		9,750,000		12,050,512
Total Virginia				30,170,686
Washington - 7.8%
City of Seattle WA Municipal Light & Power Revenue, Series B, 5.000%, 02/01/23		4,620,000		5,065,322
County of King WA Sewer Revenue, Series B, 5.000%, 01/01/24		3,085,000		3,459,334
Energy Northwest Electric Revenue, Bonneville Power, 5.000%, 07/01/25		10,050,000		12,381,902
State of Washington School Improvements, Series C, 5.000%, 02/01/28		5,940,000		7,206,586
State of Washington, Series R-2015C, 5.000%, 07/01/28		10,000,000		11,915,200
State of Washington, Water Utility Improvements Revenue, Series 2013 A, 5.000%, 08/01/25		11,925,000		13,929,592
University of Washington, University & College Improvements Revenue, Series A, 5.000%, 12/01/32		5,760,000		6,911,770
University of Washington, University & College Improvements Revenue, Series C, 5.000%, 07/01/27		7,270,000		8,529,891
Washington Health Care Facilities Authority Multicare Health System, Series B, 5.000%, 08/15/23		3,940,000		4,653,652
Washington Health Care Facilities Authority Providence Health & Services, Series A, 5.000%, 10/01/26		3,425,000		3,929,605
Total Washington				77,982,854
Wisconsin - 2.0%
Wisconsin State Revenue, Department of Transportation, Series 1, 5.000%, 07/01/25		3,025,000		3,585,009
Wisconsin State Revenue, Department of Transportation, Series A, 5.000%, 07/01/22		5,000,000		5,861,350
Wisconsin State Revenue, Department of Transportation, Series A, 5.000%, 07/01/24		5,000,000		6,100,950
Wisconsin State, Series 2, 5.000%, 05/01/24		3,570,000		4,152,374
Total Wisconsin				19,699,683
Total Municipal Bonds (cost $976,854,805)				986,158,799
	Shares
Short-Term Investments - 0.2%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%,7 (cost $2,040,011)		2,040,011		2,040,011
Total Investments - 98.7% (cost $978,894,816)				988,198,810
Other Assets, less Liabilities - 1.3%				13,051,456
Net Assets - 100.0%			$	1,001,250,266

The accompanying notes are an integral part of these financial statements.

15

AMG GW&K Municipal Enhanced Yield Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG GW&K Municipal Enhanced Yield Fund*
Transportation		29.7	%
Healthcare		29.1	%
Utilities		7.2	%
Education		6.6	%
Other		5.7	%
State and Non-State Appropriated Tobacco		4.9	%
Tax		4.5	%
Recreation		3.5	%
General Obligation		3.2	%
Public Services		2.6	%
Industrial Development		2.1	%
Other Assets & Liabilities		0.9	%

* As a percentage of net assets.

Rating	AMG GW&K Municipal Enhanced Yield Fund**
Aaa		2.6	%
Aa		0.8	%
A		40.4	%
Baa		51.6	%
Ba		4.6	%

** As a percentage of market value of fixed-income securities.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Central Texas Turnpike System, Series C, 5.000%, 08/15/42***		4.4	%
New York Transportation Development Corp., Laguardia Airport Terminal B, 5.000%, 07/01/46***		3.8
Brooklyn Arena Local Development Corp., Barclays Center Project, Series A, 5.000%, 07/15/42***		3.5
Alachua County Health Facilities Authority, Shands Teaching Hospital & Clinics, Series A, 5.000%, 12/01/44***		3.2
Michigan Finance Authority, Henry Ford Health System, 5.000%, 11/15/41***		2.7
New York City Transitional Finance Authority Future Tax Secured Revenue, Series F-1, 5.000%, 05/01/42		2.6
New Jersey Economic Development Authority, Series XX, 5.000%, 06/15/22***		2.6
Louisville/Jefferson County Metropolitan Government, Norton Healthcare Inc., 5.000%, 10/01/33***		2.6
Miami Beach Health Facilities Authority, Mt. Sinai Medical Center, 5.000%, 11/15/39***		2.5
West Virginia Hospital Finance Authority,West Virginia United Health Systems Obligation Group, Series A, 5.500%, 06/01/44***		2.5
Top Ten as a Group		30.4	%

*** Top Ten Holdings as of December 31, 2016.

Credit quality ratings shown above reflect the highest rating assigned by either Standard & Poor’s (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”). These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

16

AMG GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Principal Amount		Value
Municipal Bonds - 99.1%
California - 7.3%
California Health Facilities Financing Authority, El Camino Hospital, 5.000%, 02/01/47	$	3,565,000	$	3,984,280
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/42		2,500,000		2,809,150
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/47		4,000,000		4,474,200
M-S-R Energy Authority, Natural Gas Revenue, Series C, 6.500%, 11/01/39		3,635,000		5,171,914
Total California				16,439,544
Colorado - 1.8%
Public Authority for Colorado Energy Natural Gas Purchase Revenue, Series 2008, 6.500%, 11/15/38		2,865,000		4,063,372
Florida - 11.5%
Alachua County Health Facilities Authority, Shands Teaching Hospital & Clinics, Series A, 5.000%, 12/01/44		6,570,000		7,252,689
County of Miami-Dade FL Aviation Revenue, 5.000%, 10/01/41		3,105,000		3,554,045
Martin County Health Facilities Authority, Martin Memorial Medical Center, 5.500%, 11/15/42		4,430,000		4,867,728
Miami Beach Health Facilities Authority, Mt. Sinai Medical Center, 5.000%, 11/15/39		5,220,000		5,677,951
Orange County Health Facilities Authority, Orlando Health Inc., Series A, 5.000%, 10/01/39		4,010,000		4,518,107
Total Florida				25,870,520
Illinois - 13.3%
Chicago O’Hare International Airport, Refunding General Senior Lien, Series B, 5.000%, 01/01/41		2,000,000		2,254,580
Chicago O’Hare International Airport, Senior Lien, Series D, 5.250%, 01/01/42		2,500,000		2,907,550
Illinois State General Obligation, 5.000%, 02/01/39		3,930,000		3,929,843
Illinois State General Obligation, 5.500%, 07/01/38		3,255,000		3,386,046
Illinois State Toll Highway Authority, Series B, 5.000%, 01/01/40		1,675,000		1,882,935
Metropolitan Pier and Exposition Authority Revenue, McCormick Place Expansion Project, Series 2012 A, 5.000%, 06/15/42		4,990,000		4,810,759
Metropolitan Pier and Exposition Authority Revenue, McCormick Place Expansion Project, Series B, 5.000%, 06/15/52		5,695,000		5,338,493
Railsplitter Tobacco Settlement Authority Revenue, 6.000%, 06/01/28		4,665,000		5,324,398
Total Illinois				29,834,604
Kentucky - 2.6%
Louisville/Jefferson County Metropolitan Government, Norton Healthcare Inc., 5.000%, 10/01/33		5,000,000		5,762,050
Louisiana - 2.7%
Louisiana Public Facilities Authority, Ochsner Clinic Foundation Project, 5.000%, 05/15/47		3,585,000		3,948,913
New Orleans Aviation Board, General Airport North Terminal, Series B, 5.000%, 01/01/48		2,000,000		2,257,600
Total Louisiana				6,206,513
Massachusetts - 3.5%
Massachusetts Development Finance Agency, UMass Boston Student Housing, 5.000%, 10/01/41		2,250,000		2,465,888
Massachusetts Development Finance Agency, UMass Boston Student Housing, 5.000%, 10/01/48		5,000,000		5,439,000
Total Massachusetts				7,904,888
Michigan - 2.7%
Michigan Finance Authority, Henry Ford Health System, 5.000%, 11/15/41		5,500,000		6,153,290
Nebraska - 2.4%
Central Plains Energy Project, Natural Gas Revenue, 5.000%, 09/01/42		5,000,000		5,416,800

The accompanying notes are an integral part of these financial statements.

17

AMG GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
New Jersey - 11.7%
New Jersey Economic Development Authority, School Facilities Construction, 5.000%, 03/01/25	$	5,190,000	$	5,498,494
New Jersey Economic Development Authority, Series XX, 5.000%, 06/15/22		5,425,000		5,793,737
New Jersey Economic Development Authority, UMM Energy Partners, Series 2012 A, 5.125%, 06/15/43		4,450,000		4,648,025
New Jersey Health Care Facilities Financing Authority, RWJ Barnabas Health Obligation, 5.000%, 07/01/43		4,605,000		5,190,388
New Jersey Transportation Trust Fund Authority, Federal Highway Reimbursement Notes, 5.000%, 06/15/27		1,900,000		2,074,439
New Jersey Transportation Trust Fund Authority, Federal Highway Reimbursement Notes, 5.000%, 06/15/28		850,000		920,660
New Jersey Turnpike Authority, Series E, 5.000%, 01/01/45		2,000,000		2,243,620
Total New Jersey				26,369,363
New York - 12.3%
Brooklyn Arena Local Development Corp., Barclays Center Project, Series A, 5.000%, 07/15/42		7,000,000		7,892,570
New York City Transitional Finance Authority Future Tax Secured Revenue, Series F-1, 5.000%, 05/01/42		5,000,000		5,831,000
New York State Dormitory Authority, The New School Project, Series A, 5.000%, 07/01/46		3,000,000		3,433,501
New York Transportation Development Corp., Laguardia Airport Terminal B, 5.000%, 07/01/46		8,000,000		8,647,840
Port Authority of New York and New Jersey Special Project, JFK International Air Terminal LLC Project, Series 2010, 6.000%, 12/01/42		1,580,000		1,770,516
Total New York				27,575,427
Rhode Island - 2.5%
Tobacco Settlement Financing Corp., Series A, 5.000%, 06/01/35		2,000,000		2,146,900
Tobacco Settlement Financing Corp., Series A, 5.000%, 06/01/40		3,250,000		3,454,652
Total Rhode Island				5,601,552
Texas - 16.2%
Central Texas Regional Mobility Authority, 5.000%, 01/01/40		4,600,000		5,156,600
Central Texas Regional Mobility Authority, 5.000%, 01/01/46		3,750,000		4,168,613
Central Texas Turnpike System, Series C, 5.000%, 08/15/42		8,915,000		9,808,729
Grand Parkway Transportation Corp., 1st Tier Toll Revenue, Series A, 5.500%, 04/01/53		3,960,000		4,528,735
New Hope Cultural Education Facilities Corp., College Station Project, Series A, 5.000%, 07/01/47		4,650,000		4,958,621
Texas Municipal Gas Acquisition & Supply Corp., Gas Supply Revenue, Senior Lien Series 2008 D, 6.250%, 12/15/26		1,285,000		1,572,801
Texas Private Activity Bond Surface Transportation Corp., Senior Lien-Blueridge Transport, 5.000%, 12/31/40		2,400,000		2,649,360
Texas Private Activity Bond Surface Transportation Corp., Senior Lien-Blueridge Transport, 5.000%, 12/31/45		3,250,000		3,575,162
Total Texas				36,418,621
Virginia - 3.8%
Chesapeake Bay Bridge & Tunnel District, First Tier General Resolution Revenue, 5.000%, 07/01/46		4,755,000		5,304,726
Chesapeake City Expressway Toll Road Revenue, Series 2012 A, 5.000%, 07/15/47		3,010,000		3,192,165
Total Virginia				8,496,891
West Virginia - 2.5%
West Virginia Hospital Finance Authority, West Virginia United Health Systems Obligation Group, Series A, 5.500%, 06/01/44		5,000,000		5,648,350

The accompanying notes are an integral part of these financial statements.

18

AMG GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Wisconsin - 2.3%
Wisconsin Health & Educational Facilities Authority, ProHealth Care Obligation Group, 5.000%, 08/15/39	$	4,635,000	$	5,152,173
Total Municipal Bonds (cost $219,278,163)				222,913,958
	Shares
Short-Term Investments - 0.1%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%,7 (cost $164,090)		164,090		164,090
Total Investments - 99.2% (cost $219,442,253)				223,078,048
Other Assets, less Liabilities - 0.8%				1,787,516
Net Assets - 100.0%			$	224,865,564

The accompanying notes are an integral part of these financial statements.

19

AMG GW&K Small Cap Core Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG GW&K Small Cap Core Fund*			Russell 2000® Index
Information Technology		17.9	%		16.9	%
Financials		17.3	%		18.1	%
Health Care		15.9	%		15.0	%
Industrials		15.3	%		14.6	%
Consumer Discretionary		13.0	%		12.5	%
Real Estate		6.9	%		7.5	%
Materials		4.8	%		4.4	%
Utilities		2.8	%		3.7	%
Energy		2.6	%		3.8	%
Consumer Staples		1.0	%		2.7	%
Telecommunication Services		0.0	%		0.8	%
Other Assets and Liabilities		2.5	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Grand Canyon Education, Inc.**		2.9	%
MarketAxess Holdings, Inc.**		2.5
LogMeln, Inc.**		2.5
ICU Medical, Inc.**		2.4
West Pharmaceutical Services, Inc.**		2.2
Texas Roadhouse, Inc., Class A**		2.0
Tyler Technologies, Inc.		1.9
INC Research Holdings, Inc., Class A		1.8
Lithia Motors, Inc., Class A**		1.7
Medidata Solutions, Inc.		1.7
Top Ten as a Group		21.6	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

20

AMG GW&K Small Cap Core Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 97.5%
Consumer Discretionary - 13.0%
CalAtlantic Group, Inc.		151,163	$	5,343,612
Five Below, Inc.*		139,631		6,893,582
Grand Canyon Education, Inc.*		181,501		14,231,493
Helen of Troy, Ltd.*		39,613		3,727,583
Hibbett Sports, Inc.*,1		102,866		2,134,470
Lithia Motors, Inc., Class A		92,935		8,757,265
Oxford Industries, Inc.		68,029		4,251,132
Texas Roadhouse, Inc.		192,985		9,832,586
Tupperware Brands Corp.		70,269		4,934,992
Wolverine World Wide, Inc.		166,820		4,672,628
Total Consumer Discretionary				64,779,343
Consumer Staples - 1.0%
Amplify Snack Brands, Inc.*,1		194,214		1,872,223
WD-40 Co.		28,757		3,173,335
Total Consumer Staples				5,045,558
Energy - 2.6%
Dril-Quip, Inc.*		56,005		2,733,044
Forum Energy Technologies, Inc.*		194,395		3,032,562
Matador Resources Co.*,1		328,250		7,014,703
Total Energy				12,780,309
Financials - 17.3%
Ameris Bancorp		162,994		7,856,311
AMERISAFE, Inc.		93,676		5,334,848
Cathay General Bancorp		211,339		8,020,315
Cohen & Steers, Inc.		132,186		5,358,820
Glacier Bancorp, Inc.		115,862		4,241,708
IBERIABANK Corp.		66,834		5,446,971
MarketAxess Holdings, Inc.		62,034		12,475,037
PRA Group, Inc.*,1		106,780		4,046,962
ProAssurance Corp.		102,345		6,222,576
Stifel Financial Corp.*		129,126		5,937,213
Texas Capital Bancshares, Inc.*		102,087		7,901,534
United Bankshares, Inc.1		151,734		5,947,973
Webster Financial Corp.		134,787		7,038,577
Total Financials				85,828,845
Health Care - 15.9%
Cantel Medical Corp.		75,601		5,890,074
Catalent, Inc.*		187,284		6,573,668

	Shares		Value
Cotiviti Holdings, Inc.*,1		167,207	$	6,210,068
Diplomat Pharmacy, Inc.*		143,784		2,128,003
Globus Medical, Inc., Class A*		256,091		8,489,417
ICU Medical, Inc.*		68,038		11,736,555
Impax Laboratories, Inc.*		131,907		2,123,703
INC Research Holdings, Inc., Class A*		149,600		8,751,600
Medidata Solutions, Inc.*		110,392		8,632,654
West Pharmaceutical Services, Inc.		118,162		11,168,672
Wright Medical Group N.V.*,1		269,376		7,405,146
Total Health Care				79,109,560
Industrials - 15.3%
Alamo Group, Inc.		45,450		4,127,315
Healthcare Services Group, Inc.		159,988		7,492,238
Heartland Express, Inc.1		272,481		5,673,054
HEICO Corp.1		100,393		7,212,233
HEICO Corp., Class A		75,950		4,712,698
John Bean Technologies Corp.		42,409		4,156,082
Mobile Mini, Inc.		113,751		3,395,467
Patrick Industries, Inc.*		62,290		4,537,827
Primoris Services Corp.		212,342		5,295,809
RBC Bearings, Inc.*		59,272		6,031,519
Ritchie Bros. Auctioneers, Inc.1		208,429		5,990,249
Sun Hydraulics Corp.		90,524		3,862,659
The Toro Co.		34,553		2,394,177
Universal Forest Products, Inc.		71,406		6,234,458
US Ecology, Inc.		101,299		5,115,600
Total Industrials				76,231,385
Information Technology - 17.9%
Blackbaud, Inc.		90,533		7,763,205
Callidus Software, Inc.*		206,641		5,000,712
Cognex Corp.		62,348		5,293,345
EPAM Systems, Inc.*		94,872		7,977,786
ExlService Holdings, Inc.*		105,628		5,870,804
HubSpot, Inc.*,1		113,534		7,464,861
LogMeln, Inc.		117,213		12,248,759
MACOM Technology Solutions Holdings, Inc.*,1		122,957		6,857,312
Power Integrations, Inc.		88,750		6,469,875
Proofpoint, Inc.*,1		58,151		5,049,251
Rogers Corp.*		31,638		3,436,520
Silicon Laboratories, Inc.*		87,374		5,972,013

The accompanying notes are an integral part of these financial statements.

21

AMG GW&K Small Cap Core Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 17.9% (continued)
Tyler Technologies, Inc.*		55,458	$	9,742,307
Total Information Technology				89,146,750
Materials - 4.8%
Balchem Corp.		67,399		5,237,576
Compass Minerals International, Inc.1		56,020		3,658,106
KapStone Paper and Packaging Corp.		176,468		3,640,535
PolyOne Corp.		165,836		6,424,487
Silgan Holdings, Inc.		151,692		4,820,772
Total Materials				23,781,476
Real Estate - 6.9%
American Campus Communities, Inc., REIT		78,087		3,693,515
Education Realty Trust, Inc., REIT1		156,861		6,078,364
National Health Investors, Inc., REIT		75,575		5,985,540
Pebblebrook Hotel Trust, REIT1		175,175		5,647,642
STAG Industrial, Inc., REIT		229,846		6,343,750
Sun Communities, Inc., REIT		76,127		6,675,577
Total Real Estate				34,424,388
Utilities - 2.8%
IDACORP, Inc.		70,132		5,985,766
NorthWestern Corp.		128,389		7,834,297
Total Utilities				13,820,063
Total Common Stocks (cost $372,821,985)				484,947,677
	Principal Amount
Short-Term Investments - 10.7%
Repurchase Agreements - 7.7%6
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $1,222,865 (collateralized by various U.S. Government Agency Obligations, 0.000% -9.000%, 07/28/17 - 09/09/49, totaling $1,247,207)	$	1,222,752		1,222,752
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $9,053,111 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $9,233,288)		9,052,243		9,052,243
Daiwa Capital Markets America, dated 06/30/17, due 07/03/17, 1.150% total to be received $9,053,111 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 07/13/17 - 12/01/51, totaling $9,233,288)		9,052,243		9,052,243

	Principal Amount		Value
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $1,488,490 (collateralized by various U.S. Government Agency Obligations, 0.000% -7.250%, 07/15/17 - 01/15/37, totaling $1,518,129)	$	1,488,359	$	1,488,359
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $731,091 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $745,639)		731,015		731,015
Nomura Securities International, Inc., dated 06/30/17, due 07/03/17, 1.130% total to be received $7,515,431 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 07/10/17 - 06/20/67, totaling $7,665,018)		7,514,723		7,514,723
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $9,053,181 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $9,233,218)		9,052,200		9,052,200
Total Repurchase Agreements				38,113,535
	Shares
Other Investment Companies - 3.0%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%7		14,943,211		14,943,211
Total Short-Term Investments (cost $53,056,746)				53,056,746
Total Investments - 108.2% (cost $425,878,731)				538,004,423
Other Assets, less Liabilities - (8.2)%				(40,632,167	)
Net Assets - 100.0%			$	497,372,256

The accompanying notes are an integral part of these financial statements.

22

AMG GW&K Small/Mid Cap Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG GW&K Small/Mid Cap Fund*			Russell 2000® Growth Index
Information Technology		16.7	%		24.2	%
Industrials		14.8	%		17.4	%
Financials		14.8	%		6.0	%
Health Care		13.4	%		24.3	%
Consumer Discretionary		10.8	%		14.2	%
Real Estate		8.0	%		3.5	%
Materials		5.6	%		4.6	%
Consumer Staples		2.7	%		2.6	%
Energy		2.2	%		1.6	%
Utilities		2.1	%		0.7	%
Telecommunication Services		0.0	%		0.9	%
Other Assets and Liabilities		8.9	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
MarketAxess Holdings, Inc.**		2.6	%
RPM International, Inc.		2.2
Gartner, Inc.		2.1
American Campus Communities, Inc., REIT		1.9
Tyler Technologies, Inc.		1.9
Zebra Technologies Corp., Class A		1.8
SVB Financial Group		1.8
Align Technology, Inc.		1.8
West Pharmaceutical Services, Inc.		1.8
The Toro Co.		1.7
Top Ten as a Group		19.6	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

23

AMG GW&K Small/Mid Cap Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 91.1%
Consumer Discretionary - 10.8%
BJ’s Restaurants, Inc.*		2,450	$	91,262
Burlington Stores, Inc.*		1,820		167,422
CalAtlantic Group, Inc.		2,045		72,291
Cavco Industries, Inc.*		950		123,167
Dorman Products, Inc.*		2,196		181,763
Five Below, Inc.*,1		3,140		155,022
Horizon Global Corp.*,1		3,993		57,339
Lithia Motors, Inc., Class A1		1,185		111,663
The Michaels Cos., Inc.*		4,700		87,044
Polaris Industries, Inc.		1,195		110,215
Tupperware Brands Corp.		1,220		85,681
Urban Outfitters, Inc.*		2,175		40,324
Total Consumer Discretionary				1,283,193
Consumer Staples - 2.7%
PriceSmart, Inc.		1,910		167,316
TreeHouse Foods, Inc.*,1		1,885		153,986
Total Consumer Staples				321,302
Energy - 2.2%
Callon Petroleum Co.*		11,300		119,893
Dril-Quip, Inc.*,1		945		46,116
QEP Resources, Inc.*		4,900		49,490
Superior Energy Services, Inc.*,1		4,225		44,067
Total Energy				259,566
Financials - 14.8%
Artisan Partners Asset Management, Inc., Class A		2,075		63,702
BankUnited, Inc.		3,175		107,029
First Republic Bank/CA		1,825		182,682
Glacier Bancorp, Inc.		2,983		109,208
Greenhill & Co., Inc.1		1,980		39,798
IBERIABANK Corp.		872		71,068
James River Group Holdings, Ltd.		3,175		126,143
MarketAxess Holdings, Inc.		1,550		311,705
ProAssurance Corp.		2,433		147,926
Signature Bank*		930		133,483
SVB Financial Group*		1,230		216,222
Texas Capital Bancshares, Inc.*		1,485		114,939

	Shares		Value
Webster Financial Corp.		2,525	$	131,856
Total Financials				1,755,761
Health Care - 13.4%
Acadia Healthcare Co., Inc.*,1		2,600		128,388
Align Technology, Inc.*		1,415		212,420
Alkermes PLC*		2,150		124,636
Catalent, Inc.*		4,165		146,191
Hologic, Inc.*		2,725		123,660
ICU Medical, Inc.*		870		150,075
IDEXX Laboratories, Inc.*		690		111,380
Premier, Inc., Class A*		3,200		115,200
STERIS PLC		2,075		169,112
VWR Corp.*		3,050		100,680
West Pharmaceutical Services, Inc.		2,210		208,889
Total Health Care				1,590,631
Industrials - 14.8%
Exponent, Inc.		2,470		144,001
Gardner Denver Holdings, Inc.*,1		4,939		106,732
Graco, Inc.		985		107,641
Heartland Express, Inc.1		4,275		89,006
Lincoln Electric Holdings, Inc.		1,485		136,754
The Middleby Corp.*		1,575		191,378
Nordson Corp.		1,150		139,518
RBC Bearings, Inc.*		1,575		160,272
Ritchie Bros. Auctioneers, Inc.		4,280		123,007
The Toro Co.		2,900		200,941
Wabtec Corp.1		2,075		189,862
WageWorks, Inc.*		2,605		175,056
Total Industrials				1,764,168
Information Technology - 16.7%
ANSYS, Inc.*		1,090		132,631
Blackbaud, Inc.		1,915		164,211
Booz Allen Hamilton Holding Corp.		4,525		147,243
Cognex Corp.		2,354		199,855
CoStar Group, Inc.*		715		188,474
Gartner, Inc.*		2,050		253,196
Power Integrations, Inc.		1,975		143,978
SS&C Technologies Holdings, Inc.		3,500		134,435

The accompanying notes are an integral part of these financial statements.

24

AMG GW&K Small/Mid Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 16.7% (continued)
Tyler Technologies, Inc.*		1,260	$	221,344
The Ultimate Software Group, Inc.*,1		670		140,740
VeriFone Systems, Inc.*,1		2,550		46,155
Zebra Technologies Corp., Class A*		2,160		217,123
Total Information Technology				1,989,385
Materials - 5.6%
AptarGroup, Inc.		995		86,426
Compass Minerals International, Inc.1		1,255		81,952
Eagle Materials, Inc.		1,150		106,283
Quaker Chemical Corp.		825		119,815
RPM International, Inc.		4,900		267,295
Total Materials				661,771
Real Estate - 8.0%
American Campus Communities, Inc., REIT		4,700		222,310
Easterly Government Properties, Inc., REIT		6,135		128,528
Mid-America Apartment Communities, Inc., REIT		1,610		169,662
Physicians Realty Trust, REIT		8,050		162,127
Summit Hotel Properties, Inc., REIT		6,605		123,183
Sun Communities, Inc., REIT		1,720		150,827
Total Real Estate				956,637
Utilities - 2.1%
OGE Energy Corp.		3,475		120,895
Portland General Electric Co.		2,975		135,928
Total Utilities				256,823
Total Common Stocks (cost $10,519,711)				10,839,237

	Principal Amount		Value
Short-Term Investments - 20.3%
Repurchase Agreements - 5.9%6
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.120% total to be received $29,698 (collateralized by various U.S. Government Agency Obligations, 0.000% -9.000%, 07/28/17 - 09/09/49, totaling $30,289)	$	29,695	$	29,695
Citigroup Global Markets, Inc., dated 06/30/17, due 07/03/17, 1.080% total to be received $622,231 (collateralized by various U.S. Government Agency Obligations, 1.375% -6.375%, 02/29/20 - 08/15/27, totaling $634,619)		622,175		622,175
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $36,149 (collateralized by various U.S. Government Agency Obligations, 0.000% -7.250%, 07/15/17 - 01/15/37, totaling $36,869)		36,146		36,146
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.260% total to be received $17,755 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $18,108)		17,753		17,753
Total Repurchase Agreements				705,769
	Shares
Other Investment Companies - 14.4%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%7		1,705,691		1,705,691
Total Short-Term Investments (cost $2,411,460)				2,411,460
Total Investments - 111.4% (cost $12,931,171)				13,250,697
Other Assets, less Liabilities - (11.4)%				(1,358,771	)
Net Assets - 100.0%			$	11,891,926

The accompanying notes are an integral part of these financial statements.

25

Notes to Schedules of Portfolio Investments (unaudited)

The following footnotes should be read in conjunction with each of the Schedules of Portfolio Investments previously presented in this report.

At June 30, 2017, the approximate cost of investments and the aggregate gross unrealized appreciation and depreciation based on federal income tax were as follows:

Fund	Cost		Appreciation		Depreciation			Net
AMG GW&K Enhanced Core Bond Fund	$	57,735,021	$	758,228	$	(410,604	)	$	347,624
AMG GW&K Municipal Bond Fund		978,894,823		14,341,478		(5,037,491	)		9,303,987
AMG GW&K Municipal Enhanced Yield Fund		219,604,341		5,733,632		(2,259,925	)		3,473,707
AMG GW&K Small Cap Core Fund		425,693,216		131,517,835		(19,206,628	)		112,311,207
AMG GW&K Small/Mid Cap Fund		12,986,002		440,862		(176,167	)		264,695

* Non-income producing security.

¹ Some or all of these securities were out on loan to various brokers as of June 30, 2017, amounting to the following:

Fund	Market Value		% of Net Assets
AMG GW&K Enhanced Core Bond Fund	$	114,976		0.2	%
AMG GW&K Small Cap Core Fund		37,276,554		7.5	%
AMG GW&K Small/Mid Cap Fund		694,208		5.8	%

² Variable Rate Security. The rate listed is as of June 30, 2017, and is periodically reset subject to terms and conditions set forth in the debenture.

³ Perpetuity Bond. The date shown is the final call date.

⁴ Floating Rate Security: The rate listed is as of June 30, 2017. Date in parentheses represents the security’s next coupon rate reset.

⁵ Securities backed by insurance of financial institutions and financial guaranty assurance agencies. At June 30, 2017, the value of these securities amounted to the following:

Fund	Market Value		% of Net Assets
AMG GW&K Enhanced Core Bond Fund	$	581,809		1.0	%
AMG GW&K Municipal Bond Fund		5,733,247		0.6	%

⁶ Collateral received from brokers for securities lending was invested in these joint repurchase agreements.

⁷ Yield shown represents the June 30, 2017, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

The accompanying notes are an integral part of these financial statements.

26

Notes to Schedules of Portfolio Investments (continued)

The following tables summarize the inputs used to value the Funds’ investments by the fair value hierarchy levels as of June 30, 2017:

(See Note 1(a) in the Notes to the Financial Statements.)

	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG GW&K Enhanced Core Bond Fund
Investments in Securities
Corporate Bonds and Notes†		—	$	29,833,421		—	$	29,833,421
Municipal Bonds††		—		3,743,445		—		3,743,445
U.S. Government and Agency Obligations†		—		23,344,739		—		23,344,739
Short-Term Investments
Repurchase Agreements		—		118,595		—		118,595
Other Investment Companies	$	1,042,445		—		—		1,042,445
Total Investments in Securities	$	1,042,445	$	57,040,200		—	$	58,082,645
	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG GW&K Municipal Bond Fund
Investments in Securities
Municipal Bonds††		—	$	986,158,799		—	$	986,158,799
Short-Term Investments	$	2,040,011		—		—		2,040,011
Total Investments in Securities	$	2,040,011	$	986,158,799		—	$	988,198,810
	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG GW&K Municipal Enhanced Yield Fund
Investments in Securities
Municipal Bonds††		—	$	222,913,958		—	$	222,913,958
Short-Term Investments	$	164,090		—		—		164,090
Total Investments in Securities	$	164,090	$	222,913,958		—	$	223,078,048

The accompanying notes are an integral part of these financial statements.

27

Notes to Schedules of Portfolio Investments (continued)

	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG GW&K Small Cap Core Fund
Investments in Securities
Common Stocks†††	$	484,947,677		—		—	$	484,947,677
Short-Term Investments
Repurchase Agreements		—	$	38,113,535		—		38,113,535
Other Investment Companies		14,943,211		—		—		14,943,211
Total Investments in Securities	$	499,890,888	$	38,113,535		—	$	538,004,423
	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG GW&K Small/Mid Cap Fund
Investments in Securities
Common Stocks†††	$	10,839,237		—		—	$	10,839,237
Short-Term Investments
Repurchase Agreements		—	$	705,769		—		705,769
Other Investment Companies		1,705,691		—		—		1,705,691
Total Investments in Securities	$	12,544,928	$	705,769		—	$	13,250,697

^† All corporate bonds and notes and U.S. government and agency obligations held in the Funds are level 2 securities. For a detailed breakout of the corporate bonds and notes and U.S. government and agency obligations by major industry or agency classification, please refer to the respective Schedule of Portfolio Investments.

^†† All municipal bonds held in the Funds are Level 2 securities. For a detailed breakout of the bonds by major classification, please refer to the respective Schedule of Portfolio Investments.

^††† All common stocks held in the Funds are Level 1 securities. For a detailed breakout of the common stocks by major industry classification, please refer to the fund’s respective Schedule of Portfolio Investments.

As of June 30, 2017, the Funds had no transfers between levels from the beginning of the reporting period.

INVESTMENTS DEFINITIONS AND ABBREVIATIONS:

COPS: Certificates of Participation

FHLMC: Federal Home Loan Mortgage Corporation

FNMA: Federal National Mortgage Association

GMTN: Global Medium-Term Notes

MTN: Medium-Term Notes

REIT: Real Estate Investment Trust

National Insured: National Public Finance Guarantee Corp.

The accompanying notes are an integral part of these financial statements.

28

Statement of Assets and Liabilities (unaudited)

June 30, 2017

	AMG GW&K Enhanced Core Bond Fund#		AMG GW&K Municipal Bond Fund#		AMG GW&K Municipal Enhanced Yield Fund#		AMG GW&K Small Cap Core Fund#		AMG GW&K Small/Mid Cap Fund#
Assets:
Investments at value* (including securities on loan valued at $114,976, $0, $0, $37,276,554 and $694,208, respectively)	$	58,082,645	$	988,198,810	$	223,078,048	$	538,004,423	$	13,250,697
Receivable for investments sold		587,856		335,184		—		2,114,648		—
Receivable for Fund shares sold		6,407		3,228,834		600,986		2,410,656		2,499,860
Dividends, interest and other receivables		523,988		12,456,738		2,683,006		496,186		5,564
Receivable from affiliate		13,751		61,089		17,573		—		5,121
Prepaid expenses		27,222		71,376		45,969		54,046		36,926
Total assets		59,241,869		1,004,352,031		226,425,582		543,079,959		15,798,168
Liabilities:
Due to Custodian		23		66		—		—		—
Payable upon return of securities loaned		118,595		—		—		38,113,535		705,769
Payable for investments purchased		605,115		—		—		4,016,547		3,168,226
Payable for Fund shares repurchased		740,033		2,560,095		1,366,551		3,094,820		—
Payable to affiliate		—		—		—		766		—
Accrued expenses:
Investment advisory and management fees		15,372		172,364		84,441		286,281		4,222
Administrative fees		7,686		123,879		28,147		61,346		974
Shareholder service fees - Class N		—		2,464		83		5,461		—
Shareholder service fees - Class S##		—		46,745		1,540		6,007		—
Shareholder service fees - Class I		1,485		34,785		11,917		25,192		588
Distribution fees - Class N		3,356		7,235		1,934		7,435		2
Distribution fees - Class C		4,878		—		—		—		—
Professional fees		28,919		25,670		21,220		17,019		15,154
Trustees fees and expenses		786		5,914		1,603		2,952		6
Other		59,963		122,548		42,582		70,342		11,301
Total liabilities		1,586,211		3,101,765		1,560,018		45,707,703		3,906,242
Net Assets	$	57,655,658	$	1,001,250,266	$	224,865,564	$	497,372,256	$	11,891,926
* Investments at cost	$	57,734,456	$	978,894,816	$	219,442,253	$	425,878,731	$	12,931,171

^#  Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

^##  Effective June 23, 2017, Class S Shares were converted into Class I Shares.

The accompanying notes are an integral part of these financial statements.

29

Statement of Assets and Liabilities (continued)

	AMG GW&K Enhanced Core Bond Fund#			AMG GW&K Municipal Bond Fund#			AMG GW&K Municipal Enhanced Yield Fund#			AMG GW&K Small Cap Core Fund#			AMG GW&K Small/Mid Cap Fund#
Net Assets Represent:
Paid-in capital	$	61,831,984		$	993,426,820		$	223,810,271		$	373,205,639		$	11,391,414
Undistributed (distributions in excess of) net investment income (loss)		7,782			27,747			4,765			(58,464	)		3,006
Accumulated net realized gain (loss) from investments and foreign currency transactions		(4,532,297	)		(1,508,295	)		(2,585,267	)		12,099,389			177,980
Net unrealized appreciation (depreciation) of investments		348,189			9,303,994			3,635,795			112,125,692			319,526
Net Assets	$	57,655,658		$	1,001,250,266		$	224,865,564		$	497,372,256		$	11,891,926
Class N:
Net Assets	$	16,096,485		$	32,371,525		$	9,511,832		$	33,305,010		$	10,246
Shares outstanding		1,641,875			2,788,446			975,848			1,236,646			967
Net asset value, offering and redemption price per share	$	9.80		$	11.61		$	9.75		$	26.93		$	10.60
Class I:
Net Assets	$	13,911,156		$	968,878,741		$	215,250,054		$	460,510,414		$	9,428,728
Shares outstanding		1,413,608			83,037,624			22,106,324			16,884,708			888,991
Net asset value, offering and redemption price per share	$	9.84		$	11.67		$	9.74		$	27.27		$	10.61
Class C:
Net Assets	$	5,850,886			n/a			n/a			n/a			n/a
Shares outstanding		597,225			n/a			n/a			n/a			n/a
Net asset value, offering and redemption price per share	$	9.80			n/a			n/a			n/a			n/a
Class Z:
Net Assets	$	21,797,131			n/a		$	103,678		$	3,556,832		$	2,452,952
Shares outstanding		2,216,710			n/a			10,647			130,401			231,180
Net asset value, offering and redemption price per share	$	9.83			n/a		$	9.74		$	27.28		$	10.61

^# Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

The accompanying notes are an integral part of these financial statements.

30

Statement of Operations (unaudited)

For the six months ended June 30, 2017

	AMG GW&K Enhanced Core Bond Fund#			AMG GW&K Municipal Bond Fund#			AMG GW&K Municipal Enhanced Yield Fund#			AMG GW&K Small Cap Core Fund#			AMG GW&K Small/Mid Cap Fund#
Investment Income:
Interest income	$	1,151,496		$	9,781,596		$	4,243,934		$	424			—
Dividend income		3,386			34,198			10,732			2,096,669	1	$	24,543
Securities lending income		1,338			—			—			95,271			677
Foreign withholding tax		—			—			—			(13,686	)		(103	)
Total investment income		1,156,220			9,815,794			4,254,666			2,178,678			25,117
Expenses:
Investment advisory and management fees		137,889			1,014,190			521,239			1,635,301			15,922
Administrative fees		58,470			728,100			167,960			343,147			3,586
Distribution fees - Class N		20,072			42,296			9,938			45,284			9
Distribution fees - Class C		33,321			—			—			—			—
Shareholder servicing fees - Class N		—			19,293			5,963			27,224			—
Shareholder servicing fees - Class S##		—			121,098			6,293			12,807			—
Shareholder servicing fees - Class I		15,425			136,181			34,748			70,793			1,398
Registration fees		38,884			46,454			36,167			31,139			12,862
Professional fees		26,510			47,864			25,293			27,012			13,845
Transfer agent fees		16,628			22,937			7,166			18,917			159
Custodian fees		14,245			39,905			12,922			13,527			1,715
Reports to shareholders		8,696			18,505			5,902			19,697			3,307
Trustees fees and expenses		4,880			45,414			10,913			19,346			124
Miscellaneous		4,094			9,832			3,141			4,729			687
Repayment for prior reimbursements		—			—			—			1,317			—
Total expenses before offsets/reductions		379,114			2,292,069			847,645			2,270,240			53,614
Expense reimbursements		(105,556	)		(322,844	)		(112,701	)		(21,301	)		(31,503	)
Expense reductions		—			—			—			(11,797	)		—
Fee waivers		—			(27,152	)		—			—			—
Net expenses		273,558			1,942,073			734,944			2,237,142			22,111
Net investment income gain (loss)		882,662			7,873,721			3,519,722			(58,464	)		3,006
Net Realized and Unrealized Gain (loss):
Net realized gain (loss) on investments		57,346			(141,451	)		(157,574	)		12,864,123			236,775
Net realized gain on foreign currency transactions		243			—			—			—			—
Net change in unrealized appreciation (depreciation) of investments		1,127,433			30,325,519			8,142,069			30,210,913			87,996
Net realized and unrealized gain		1,185,022			30,184,068			7,984,495			43,075,036			324,771
Net increase in net assets resulting from operations	$	2,067,684		$	38,057,789		$	11,504,217		$	43,016,572		$	327,777

^#  Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

^##  Effective June 23, 2017, Class S Shares were converted into Class I Shares.

¹  Includes non-recurring dividend of $87,885.

The accompanying notes are an integral part of these financial statements.

31

Statements of Changes in Net Assets

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016

	AMG GW&K Enhanced Core Bond Fund#						AMG GW&K Municipal Bond Fund#
	2017			2016			2017			2016
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment income	$	882,662		$	2,792,209		$	7,873,721		$	13,478,865
Net realized gain (loss) on investments and foreign currency transactions		57,589			837,864			(141,451	)		11,765,887
Net change in unrealized appreciation (depreciation) of investments		1,127,433			(777,068	)		30,325,519			(37,153,635	)
Net increase (decrease) in net assets resulting from operations		2,067,684			2,853,005			38,057,789			(11,908,883	)
Distributions to Shareholders:
From net investment income:
Class N		(183,107	)		(414,745	)		(217,234	)		(337,669	)
Class S##		—			(777,513	)		(1,030,308	)		(2,154,034	)
Class C		(49,063	)		(137,712	)		—			—
Class I		(353,986	)		(1,453,169	)		(6,598,432	)		(11,028,510	)
Class Z		(297,794	)		—			—			—
From net realized gain on investments:
Class N		—			—			—			(579,320	)
Class S##		—			—			—			(3,103,417	)
Class I		—			—			—			(13,370,506	)
Total distributions to shareholders		(883,950	)		(2,783,139	)		(7,845,974	)		(30,573,456	)
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		(56,793,922	)		27,097,678			48,117,410			153,597,847
Total increase (decrease) in net assets		(55,610,188	)		27,167,544			78,329,225			111,115,508
Net Assets:
Beginning of period		113,265,846			86,098,302			922,921,041			811,805,533
End of period	$	57,655,658		$	113,265,846		$	1,001,250,266		$	922,921,041
End of period undistributed net investment income	$	7,782		$	9,070		$	27,747			—

^#  Effective October 1, 2016, and February 27, 2017, the Fund’s share classes were renamed or redesignated as described in Note 1 of the Notes to the Financial Statements.

^##  Effective June 23, 2017, Class S Shares were converted into Class I Shares.

¹  See Note 1(g) of the Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements.

32

Statements of Changes in Net Assets (continued)

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016

	AMG GW&K Municipal Enhanced Yield Fund						AMG GW&K Small Cap Core Fund						AMG GW&K Small/Mid Cap Fund
	2017#			2016#			2017#			2016#			June 30, 2017#		2016#
Increase (Decrease) in Net Assets
Resulting From Operations:
Net investment income (loss)	$	3,519,722		$	7,155,225		$	(58,464	)	$	1,422,759		$	3,006	$	(6,439	)
Net realized gain (loss) on investments		(157,574	)		6,721,972			12,864,123			14,201,155			236,775		(28,503	)
Net change in unrealized appreciation (depreciation) of investments		8,142,069			(13,050,976	)		30,210,913			49,509,033			87,996		252,237
Net increase in net assets resulting from operations		11,504,217			826,221			43,016,572			65,132,947			327,777		217,295
Distributions to Shareholders:
From net investment income:
Class N		(115,475	)		(141,532	)		—			—			—		—
Class S##		(193,559	)		(483,507	)		—			(32,695	)		—		—
Class I		(3,204,834	)		(6,534,101	)		—			(1,399,673	)		—		(1,135	)
Class Z		(1,089	)		—			—			—			—		—
From net realized gain on investments:
Class N		—			(189,462	)		—			(1,490,651	)		—		—
Class S##		—			(751,847	)		—			(721,953	)		—		—
Class I		—			(9,105,322	)		—			(15,063,218	)		—		—
Total distributions to shareholders		(3,514,957	)		(17,205,771	)		—			(18,708,190	)		—		(1,135	)
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		1,083,228			(1,420,098	)		32,934,377			185,281			9,333,057		841,781
Total increase (decrease) in net assets		9,072,488			(17,799,648	)		75,950,949			46,610,038			9,660,834		1,057,941
Net Assets:
Beginning of period		215,793,076			233,592,724			421,421,307			374,811,269			2,231,092		1,173,151
End of period	$	224,865,564		$	215,793,076		$	497,372,256		$	421,421,307		$	11,891,926	$	2,231,092
End of period undistributed (accumulated) net investment income (loss)	$	4,765			—		$	(58,464	)		—		$	3,006		—

^#  Effective October 1, 2016, and February 27, 2017, the Fund’s share classes were renamed or redesignated as described in Note 1 of the Notes to the Financial Statements.

^##  Effective June 23, 2017, Class S Shares were converted into Class I Shares.

¹  See Note 1(g) of the Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements.

33

AMG GW&K Enhanced Core Bond Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017			For the years ended December 31,
Class N	(unaudited)			2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	9.67		$	9.58		$	10.22		$	9.96		$	11.24		$	10.81
Income (Loss) from Investment Operations:
Net investment income1,2		0.11			0.22			0.29			0.29			0.24			0.44
Net realized and unrealized gain (loss) on investments		0.13			0.09			(0.64	)		0.26			(0.21	)		0.58
Total income (loss) from investment operations		0.24			0.31			(0.35	)		0.55			0.03			1.02
Less Distributions to Shareholders from:
Net investment income		(0.11	)		(0.22	)		(0.29	)		(0.29	)		(0.26	)		(0.48	)
Net realized gain on investments		—			—			—			—			(1.05	)		(0.11	)
Total distributions to shareholders		(0.11	)		(0.22	)		(0.29	)		(0.29	)		(1.31	)		(0.59	)
Net Asset Value, End of Period	$	9.80		$	9.67		$	9.58		$	10.22		$	9.96		$	11.24
Total Return2		2.50	%19		3.26	%4		(3.51	)%4		5.58	%		0.29	%		9.53	%
Ratio of net expenses to average net assets		0.77	%20		0.84	%		0.84	%		0.84	%		0.86	%5		0.84	%6
Ratio of gross expenses to average net assets3		1.04	%20		1.05	%		1.07	%		1.09	%		1.08	%5		1.04	%6
Ratio of net investment income to average net assets2		2.19	%20		2.27	%		2.87	%		2.82	%		2.14	%5		3.92	%6
Portfolio turnover		28	%19		88	%		57	%		22	%		43	%		110	%
Net assets at end of period (000’s omitted)	$	16,096		$	16,115		$	20,203		$	27,444		$	32,009		$	41,772

	For the six months ended June 30, 2017# (unaudited)			For the years ended December 31,												For the period from December 1, 2012 through December 31, 2012*
Class I				2016##			2015			2014			2013
Net Asset Value, Beginning of Period	$	9.70		$	9.62		$	10.26		$	9.99		$	11.28		$	11.41
Income (Loss) from Investment Operations:
Net investment income1,2		0.11			0.24			0.30			0.31			0.26			0.02
Net realized and unrealized gain (loss) on investments		0.15			0.08			(0.63	)		0.27			(0.22	)		0.01
Total income (loss) from investment operations		0.26			0.32			(0.33	)		0.58			0.04			0.03
Less Distributions to Shareholders from:
Net investment income		(0.12	)		(0.24	)		(0.31	)		(0.31	)		(0.28	)		(0.05	)
Net realized gain on investments		—			—			—			—			(1.05	)		(0.11	)
Total distributions to shareholders		(0.12	)		(0.24	)		(0.31	)		(0.31	)		(1.33	)		(0.16	)
Net Asset Value, End of Period	$	9.84		$	9.70		$	9.62		$	10.26		$	9.99		$	11.28
Total Return2		2.67	%19		3.31	%		(3.30	)%		5.84	%		0.41	%		0.26	%19
Ratio of net expenses to average net assets		0.63	%20		0.69	%		0.67	%		0.65	%		0.69	%5		0.64	%6,20
Ratio of gross expenses to average net assets3		0.90	%20		0.90	%		0.90	%		0.90	%		0.91	%5		0.90	%6,20
Ratio of net investment income to average net assets2		2.34	%20		2.39	%		2.96	%		3.00	%		2.31	%5		2.07	%6,20
Portfolio turnover		28	%19		88	%		57	%		22	%		43	%		110	%19
Net assets at end of period (000’s omitted)	$	13,911		$	37,952		$	7,463		$	2,480		$	1,563		$	10

34

AMG GW&K Enhanced Core Bond Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017# (unaudited)			For the years ended December 31,
Class C				2016			2015			2014			2013			2012†
Net Asset Value, Beginning of Period	$	9.66		$	9.57		$	10.20		$	9.94		$	11.22		$	10.79
Income (Loss) from Investment Operations:
Net investment income1,2		0.07			0.15			0.21			0.21			0.15			0.36
Net realized and unrealized gain (loss) on investments		0.14			0.08			(0.63	)		0.26			(0.20	)		0.57
Total income (loss) from investment operations		0.21			0.23			(0.42	)		0.47			(0.05	)		0.93
Less Distributions to Shareholders from:
Net investment income		(0.07	)		(0.14	)		(0.21	)		(0.21	)		(0.18	)		(0.39	)
Net realized gain on investments		—			—			—			—			(1.05	)		(0.11	)
Total distributions to shareholders		(0.07	)		(0.14	)		(0.21	)		(0.21	)		(1.23	)		(0.50	)
Net Asset Value, End of Period	$	9.80		$	9.66		$	9.57		$	10.20		$	9.94		$	11.22
Total Return2		2.22	%19		2.40	%		(4.15	)%4		4.79	%		(0.50	)%4		8.72	%4
Ratio of net expenses to average net assets		1.53	%20		1.59	%		1.59	%		1.59	%		1.61	%5		1.59	%6
Ratio of gross expenses to average net assets3		1.80	%20		1.80	%		1.82	%		1.84	%		1.83	%5		1.79	%6
Ratio of net investment income to average net assets2		1.44	%20		1.53	%		2.12	%		2.07	%		1.38	%5		3.18	%6
Portfolio turnover		28	%19		88	%		57	%		22	%		43	%		110	%
Net assets at end of period (000’s omitted)	$	5,851		$	7,842		$	11,031		$	15,927		$	20,793		$	33,026

	For the six months ended June 30, 2017# (unaudited)			For the years ended December 31,
Class Z				2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	9.70		$	9.61		$	10.25		$	9.99		$	11.28		$	10.84
Income (Loss) from Investment Operations:
Net investment income1,2		0.12			0.25			0.31			0.31			0.27			0.47
Net realized and unrealized gain (loss) on investments		0.13			0.09			(0.63	)		0.27			(0.22	)		0.58
Total income (loss) from investment operations		0.25			0.34			(0.32	)		0.58			0.05			1.05
Less Distributions to Shareholders from:
Net investment income		(0.12	)		(0.25	)		(0.32	)		(0.32	)		(0.29	)		(0.50	)
Net realized gain on investments		—			—			—			—			(1.05	)		(0.11	)
Total distributions to shareholders		(0.12	)		(0.25	)		(0.32	)		(0.32	)		(1.34	)		(0.61	)
Net Asset Value, End of Period	$	9.83		$	9.70		$	9.61		$	10.25		$	9.99		$	11.28
Total Return2		2.62	%19		3.52	%4		(3.15	)%		5.85	%		0.46	%		9.89	%
Ratio of net expenses to average net assets		0.53	%20		0.59	%		0.59	%		0.59	%		0.61	%5		0.59	%6
Ratio of gross expenses to average net assets3		0.80	%20		0.80	%		0.82	%		0.84	%		0.83	%5		0.79	%6
Ratio of net investment income to average net assets2		2.44	%20		2.51	%		3.10	%		3.05	%		2.39	%5		4.21	%6
Portfolio turnover		28	%19		88	%		57	%		22	%		43	%		110	%
Net assets at end of period (000’s omitted)	$	21,797		$	51,357		$	47,402		$	41,968		$	59,182		$	65,573

35

AMG GW&K Municipal Bond Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017 (unaudited)			For the years ended December 31,
Class N				2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	11.25		$	11.70		$	11.61		$	11.02		$	11.52		$	11.21
Income (Loss) from Investment Operations:
Net investment income1,2		0.09			0.13			0.15			0.18			0.18			0.20
Net realized and unrealized gain (loss) on investments		0.34			(0.25	)		0.24			0.63			(0.47	)		0.38
Total income (loss) from investment operations		0.43			(0.12	)		0.39			0.81			(0.29	)		0.58
Less Distributions to Shareholders from:
Net investment income		(0.07	)		(0.12	)		(0.15	)		(0.18	)		(0.17	)		(0.19	)
Net realized gain on investments		—			(0.21	)		(0.15	)		(0.04	)		(0.04	)		(0.08	)
Total distributions to shareholders		(0.07	)		(0.33	)		(0.30	)		(0.22	)		(0.21	)		(0.27	)
Net Asset Value, End of Period	$	11.61		$	11.25		$	11.70		$	11.61		$	11.02		$	11.52
Total Return2		3.87	%19		(1.05	)%		3.36	%		7.39	%		(2.51	)%4		5.27	%4
Ratio of net expenses to average net assets		0.70	%20		0.71	%		0.82	%		0.80	%		0.81	%7		0.80	%8
Ratio of gross expenses to average net assets3		0.77	%20		0.95	%		1.13	%		1.12	%		1.17	%7		1.18	%8
Ratio of net investment income to average net assets2		1.62	%20		1.08	%		1.28	%		1.55	%		1.56	%7		1.71	%8
Portfolio turnover		10	%19		66	%		78	%		31	%		28	%		39	%
Net assets at end of period (000’s omitted)	$	32,372		$	31,406		$	27,362		$	23,572		$	28,655		$	22,726

	For the six months ended June 30, 2017# (unaudited)			For the years ended December 31,
Class I				2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	11.31		$	11.77		$	11.67		$	11.08		$	11.58		$	11.26
Income (Loss) from Investment Operations:
Net investment income1,2		0.11			0.17			0.21			0.23			0.23			0.25
Net realized and unrealized gain (loss) on investments		0.34			(0.25	)		0.24			0.63			(0.47	)		0.40
Total income (loss) from investment operations		0.45			(0.08	)		0.45			0.86			(0.24	)		0.65
Less Distributions to Shareholders from:
Net investment income		(0.09	)		(0.17	)		(0.20	)		(0.23	)		(0.22	)		(0.25	)
Net realized gain on investments		—			(0.21	)		(0.15	)		(0.04	)		(0.04	)		(0.08	)
Total distributions to shareholders		(0.09	)		(0.38	)		(0.35	)		(0.27	)		(0.26	)		(0.33	)
Net Asset Value, End of Period	$	11.67		$	11.31		$	11.77		$	11.67		$	11.08		$	11.58
Total Return2		4.03	%19		(0.70	)%		3.94	%		7.80	%		(2.02	)%		5.80	%4
Ratio of net expenses to average net assets		0.37	%20		0.34	%		0.34	%		0.34	%		0.36	%7		0.35	%8
Ratio of gross expenses to average net assets3		0.44	%20		0.58	%		0.65	%		0.66	%		0.72	%7		0.73	%8
Ratio of net investment income to average net assets2		1.95	%20		1.45	%		1.76	%		2.00	%		2.01	%7		2.15	%8
Portfolio turnover		10	%19		66	%		78	%		31	%		28	%		39	%
Net assets at end of period (000’s omitted)	$	968,879		$	728,365		$	655,760		$	393,581		$	204,711		$	121,609

36

AMG GW&K Municipal Enhanced Yield Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017# (unaudited)			For the years ended December 31,
Class N				2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	9.40		$	10.08		$	10.16		$	8.98		$	10.24		$	9.55
Income (Loss) from Investment Operations:
Net investment income1,2		0.14			0.25			0.30			0.34			0.35			0.36
Net realized and unrealized gain (loss) on investments		0.34			(0.23	)		0.05			1.18			(1.18	)		0.93
Total income (loss) from investment operations		0.48			0.02			0.35			1.52			(0.83	)		1.29
Less Distributions to Shareholders from:
Net investment income		(0.13	)		(0.25	)		(0.30	)		(0.34	)		(0.36	)		(0.36	)
Net realized gain on investments		—			(0.45	)		(0.13	)		—			(0.07	)		(0.24	)
Total distributions to shareholders		(0.13	)		(0.70	)		(0.43	)		(0.34	)		(0.43	)		(0.60	)
Net Asset Value, End of Period	$	9.75		$	9.40		$	10.08		$	10.16		$	8.98		$	10.24
Total Return2		5.16	%19		0.10	%		3.57	%		17.14	%		(8.27	)%4		13.69	%4
Ratio of net expenses to average net assets		1.00	%20		1.14	%		1.07	%		1.00	%		1.12	%9		1.07	%10
Ratio of gross expenses to average net assets3		1.10	%20		1.30	%		1.25	%		1.19	%		1.30	%9		1.27	%10
Ratio of net investment income to average net assets2		3.01	%20		2.38	%		2.98	%		3.46	%		3.58	%9		3.53	%10
Portfolio turnover		29	%19		172	%		120	%		83	%		52	%		70	%
Net assets at end of period (000’s omitted)	$	9,512		$	4,184		$	5,500		$	8,507		$	8,030		$	21,413

	For the six months ended June 30, 2017# (unaudited)			For the years ended December 31,
Class I				2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	9.40		$	10.07		$	10.14		$	8.97		$	10.22		$	9.53
Income (Loss) from Investment Operations:
Net investment income1,2		0.16			0.30			0.34			0.37			0.39			0.40
Net realized and unrealized gain (loss) on investments		0.33			(0.22	)		0.07			1.17			(1.17	)		0.93
Total income (loss) from investment operations		0.49			0.08			0.41			1.54			(0.78	)		1.33
Less Distributions to Shareholders from:
Net investment income		(0.15	)		(0.30	)		(0.35	)		(0.37	)		(0.40	)		(0.40	)
Net realized gain on investments		—			(0.45	)		(0.13	)		—			(0.07	)		(0.24	)
Total distributions to shareholders		(0.15	)		(0.75	)		(0.48	)		(0.37	)		(0.47	)		(0.64	)
Net Asset Value, End of Period	$	9.74		$	9.40		$	10.07		$	10.14		$	8.97		$	10.22
Total Return2		5.25	%19		0.70	%		4.15	%		17.45	%		(7.80	)%		14.13	%4
Ratio of net expenses to average net assets		0.64	%20		0.64	%		0.64	%		0.64	%		0.66	%9		0.65	%10
Ratio of gross expenses to average net assets3		0.74	%20		0.80	%		0.82	%		0.83	%		0.84	%9		0.85	%10
Ratio of net investment income to average net assets2		3.37	%20		2.89	%		3.42	%		3.83	%		4.08	%9		3.96	%10
Portfolio turnover		29	%19		172	%		120	%		83	%		52	%		70	%
Net assets at end of period (000’s omitted)	$	215,250		$	195,193		$	212,057		$	226,284		$	201,161		$	294,983

37

AMG GW&K Municipal Enhanced Yield Fund

Financial Highlights

For a share outstanding throughout each period

Class Z	For the period ended June 30, 2017** (unaudited)
Net Asset Value, Beginning of Period	$	9.49
Income from Investment Operations:
Net investment income1,2		0.11
Net realized and unrealized gain on investments		0.24
Total income from investment operations		0.35
Less Distributions to Shareholders from:
Net investment income		(0.10	)
Net Asset Value, End of Period	$	9.74
Total Return2		3.73	%19
Ratio of net expenses to average net assets		0.59	%20
Ratio of gross expenses to average net assets3		0.69	%20
Ratio of net investment income to average net assets2		3.41	%20
Portfolio turnover		29	%19
Net assets at end of period (000’s omitted)	$	104

38

AMG GW&K Small Cap Core Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017#			For the years ended December 31,
Class N	(unaudited)			2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	24.57		$	21.80		$	23.39		$	24.34		$	17.72		$	15.87
Income (Loss) from Investment Operations:
Net investment income (loss)1,2		(0.05	)		0.00	11,††		(0.06	)12		(0.07	)13		(0.07	)14		0.14	15
Net realized and unrealized gain (loss) on investments		2.41			3.81			(0.64	)		0.46			7.56			2.15
Total income (loss) from investment operations		2.36			3.81			(0.70	)		0.39			7.49			2.29
Less Distributions to Shareholders from:
Net investment income		—			—			—			—			—			(0.08	)
Net realized gain on investments		—			(1.04	)		(0.89	)		(1.34	)		(0.87	)		(0.36	)
Total distributions to shareholders		—			(1.04	)		(0.89	)		(1.34	)		(0.87	)		(0.44	)
Net Asset Value, End of Period	$	26.93		$	24.57		$	21.80		$	23.39		$	24.34		$	17.72
Total Return2		9.61	%19		17.44	%		(3.02	)%		1.53	%		42.26	%		14.45	%
Ratio of net expenses to average net assets		1.31	%16,20		1.33	%		1.35	%		1.42	%		1.37	%17		1.41	%18
Ratio of gross expenses to average net assets3		1.32	%20		1.42	%		1.46	%		1.53	%		1.50	%17		1.62	%18
Ratio of net investment income (loss) to average net assets2		(0.36	)%20		0.01	%		(0.24	)%		(0.28	)%		(0.32	)%17		0.78	%18
Portfolio turnover		9	%19		19	%		16	%		26	%		19	%		14	%
Net assets at end of period (000’s omitted)	$	33,305		$	35,760		$	35,691		$	37,995		$	69,992		$	14,707

	For the six months ended June 30, 2017#			For the years ended December 31,
Class I	(unaudited)			2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	24.84		$	22.04		$	23.61		$	24.49		$	17.76		$	15.87
Income (Loss) from Investment Operations:
Net investment income1,2		0.00	††		0.10	11		0.04	12		0.07	13		0.02	14		0.14	15
Net realized and unrealized gain (loss) on investments		2.43			3.86			(0.65	)		0.44			7.58			2.23
Total income (loss) from investment operations		2.43			3.96			(0.61	)		0.51			7.60			2.37
Less Distributions to Shareholders from:
Net investment income		—			(0.10	)		(0.05	)		(0.04	)		—			(0.12	)
Net realized gain on investments		—			(1.06	)		(0.91	)		(1.35	)		(0.87	)		(0.36	)
Total distributions to shareholders		—			(1.16	)		(0.96	)		(1.39	)		(0.87	)		(0.48	)
Net Asset Value, End of Period	$	27.27	19	$	24.84		$	22.04		$	23.61		$	24.49		$	17.76
Total Return2		9.78	%19		17.90	%		(2.63	)%		2.04	%		42.81	%4		14.97	%4
Ratio of net expenses to average net assets		0.95	%16,20		0.94	%		0.95	%		0.95	%		0.97	%17		0.96	%18
Ratio of gross expenses to average net assets3		0.96	%20		1.03	%		1.06	%		1.07	%		1.10	%17		1.17	%18
Ratio of net investment income to average net assets2		0.00	%20		0.43	%		0.17	%		0.30	%		0.07	%17		0.84	%18
Portfolio turnover		9	%19		19	%		16	%		26	%		19	%		14	%
Net assets at end of period (000’s omitted)	$	460,510		$	367,972		$	302,381		$	291,301		$	168,854		$	76,673

39

AMG GW&K Small Cap Core Fund

Financial Highlights

For a share outstanding throughout each period

Class Z	For the period ended June 30, 2017** (unaudited)
Net Asset Value, Beginning of Period	$	26.13
Income from Investment Operations:
Net investment income1,2		0.02
Net realized and unrealized gain on investments		1.13
Total income from investment operations		1.15
Net Asset Value, End of Period	$	27.28
Total Return2		4.40	%19
Ratio of net expenses to average net assets		0.90	%20
Ratio of gross expenses to average net assets3		0.90	%20
Ratio of net investment income to average net assets2		0.26	%20
Portfolio turnover		9	%19
Net assets at end of period (000’s omitted)	$	3,557

40

AMG GW&K Small/Mid Cap Fund

Financial Highlights

For a share outstanding throughout each period

Class N	For the period ended June 30, 2017** (unaudited)
Net Asset Value, Beginning of Period	$	10.35
Income from Investment Operations:
Net investment loss1,2		0.00	††
Net realized and unrealized gain on investments		0.25
Total income from investment operations		0.25
Net Asset Value, End of Period	$	10.60
Total Return2		2.42	%19
Ratio of net expenses to average net assets		1.10	%20
Ratio of gross expenses to average net assets3		2.20	%20
Ratio of net investment loss to average net assets2		(0.09	)%20
Portfolio turnover		41	%19
Net assets at end of period (000’s omitted)	$	10

	For the six months ended June 30, 2017 (unaudited)			For the year ended December 31,			For the period from June 30, 2015 through December 31, 2015**
Class I				2016#
Net Asset Value, Beginning of Period	$	9.80		$	8.95		$	10.00
Income (Loss) from Investment Operations:
Net investment income (loss)1,2		0.01			(0.03	)		(0.02	)
Net realized and unrealized gain (loss) on investments		0.80			0.89			(1.03	)
Total income (loss) from investment operations		0.81			0.86			(1.05	)
Less Distributions to Shareholders from:
Net investment income		—			(0.01	)		—
Net Asset Value, End of Period	$	10.61		$	9.80		$	8.95
Total Return2		8.27	%19		9.55	%4		(10.50	)%19
Ratio of net expenses to average net assets		0.94	%20		0.95	%		0.95	%20
Ratio of gross expenses to average net assets3		2.31	%20		4.60	%		11.39	%20
Ratio of net investment income (loss) to average net assets2		0.12	%20		(0.38	)%		(0.39	)%20
Portfolio turnover		41	%19		48	%		41	%19
Net assets at end of period (000’s omitted)	$	9,429		$	2,231		$	1,173

41

AMG GW&K Small/Mid Cap Fund

Financial Highlights

For a share outstanding throughout each period

Class Z	For the period ended June 30, 2017** (unaudited)
Net Asset Value, Beginning of Period	$	10.35
Income from Investment Operations:
Net investment income1,2		0.01
Net realized and unrealized gain on investments		0.25
Total income from investment operations		0.26
Net Asset Value, End of Period	$	10.61
Total Return2		2.51	%19
Ratio of net expenses to average net assets		0.85	%20
Ratio of gross expenses to average net assets3		1.95	%20
Ratio of net investment income to average net assets2		0.18	%20
Portfolio turnover		41	%19
Net assets at end of period (000’s omitted)	$	2,453

42

Notes to Financial Highlights

The following footnotes should be read in conjunction with the Financial Highlights of the Funds previously presented in this report.

^# Effective February 27, 2017, AMG GW&K Enhanced Core Bond Fund Class I shares were renamed Class Z and Class S shares were renamed Class I; AMG GW&K Municipal Enhanced Yield Fund and AMG GW&K Small Cap Core Fund added Class Z shares and AMG GW&K Small/Mid Cap Fund added Class N and Class Z Shares. Effective June 23, 2017, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced Yield Fund and AMG GW&K Small Cap Core Fund Class S shares were converted to Class I Shares.

^## Effective October 1, 2016, the Investor Class, Service Class and Institutional Class of AMG GW&K Enhanced Core Bond Fund, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced Yield Fund and AMG GW&K Small Cap Core Fund were renamed Class N, Class S and Class I, respectively, and the Institutional Class of AMG GW&K Small/Mid Cap Fund was renamed Class I.

^* Commencement of operations was December 1, 2012.

^** Commencement of operations was February 27, 2017.

^*** Commencement of operations was June 30, 2015.

^† Effective December 1, 2012, Class C shares were closed to all new investors.

^†† Rounds to less than $0.01 per share.

¹ Per share numbers have been calculated using average shares.

² Total returns and net investment income would have been lower had certain expenses not been offset.

³ Excludes the impact of expense reimbursements or fee waiver and expense reductions such as brokerage credits, but includes non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Notes 1(c) and 2 in the Notes to Financial Statements.)

⁴ The Total Return is based on the Financial Statement Net Asset Values as shown in the Financial Highlights

⁵ Includes non-routine extraordinary expenses amounting to 0.021%, 0.016%, 0.021% and 0.020% of average net assets for the Class N, Class I, Class C and Class Z, respectively.

⁶ Includes non-routine extraordinary expenses amounting to 0.004%, 0.005%, 0.004% and 0.004% of average net assets for the Class N, Class I, Class C and Class Z, respectively.

⁷ Includes non-routine extraordinary expenses amounting to 0.021% and 0.020% of average net assets for the Class N and Class I, respectively.

⁸ Includes non-routine extraordinary expenses amounting to 0.005% and 0.005% of average net assets for the Class N and Class l, respectively.

⁹ Includes non-routine extraordinary expenses amounting to 0.024% and 0.023% of average net assets for the Class N and Class l, respectively.

¹⁰ Includes non-routine extraordinary expenses amounting to 0.006% and 0.005% of average net assets for the Class N and Class l, respectively.

¹¹ Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.06) and $0.04 for the Class N and Class l, respectively. Class N net investment income rounds to less than $0.01 per share.

¹² Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.05) and $0.05 for the Class N and Class l, respectively.

¹³ Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.11) and $0.03 for AMG GW&K Small Cap Core Fund’s Class N and Class l shares, respectively.

¹⁴ Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.09) and $0.00 for the Class N and Class l respectively.

¹⁵ Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.03 and $0.03 for the Class N and Class l, respectively.

¹⁶ Includes reduction from broker recapture amounting to 0.006% for the six months ended June 30, 2017.

¹⁷ Includes non-routine extraordinary expenses amounting to 0.015% and 0.018% of average net assets for the Class N and Class l, respectively.

¹⁸ Includes non-routine extraordinary expenses amounting to 0.008% and 0.005% of average net assets for the Class N and Class l, respectively.

¹⁹ Not annualized.

²⁰ Annualized.

43

Notes to Financial Statements (unaudited)

June 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds and AMG Funds II (the “Trusts”) are open-end management investment companies, organized as Massachusetts business trusts and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trusts consist of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Funds: AMG GW&K Municipal Bond Fund (“Municipal Bond”), AMG GW&K Municipal Enhanced Yield Fund (“Municipal Enhanced”), AMG GW&K Small Cap Core Fund (“Small Cap Core”) and AMG GW&K Small/Mid Cap Fund (“Small/Mid Cap”)(formerly AMG GW&K Small Cap Growth Fund) and AMG Funds II: AMG GW&K Enhanced Core Bond Fund (“Enhanced Core Bond”), each a “Fund” and collectively, the “Funds.”

Each Fund offers different classes of shares, which, effective October 1, 2016 were renamed. Enhanced Core Bond, Municipal Bond, Municipal Enhanced and Small Cap Core previously offered Investor Class shares, Service Class shares, and Institutional Class shares which were renamed to Class N, Class S and Class I, respectively; Small/Mid Cap previously offered Institutional Class shares which were renamed Class I. Effective February 27, 2017, Enhanced Core Bond Class I shares were renamed Class Z and Class S shares were renamed Class I; Municipal Enhanced Yield and Small Cap Core added Class Z shares and Small/ Mid Cap added Class N and Class Z Shares. Effective June 23, 2017, Municipal Bond, Municipal Enhanced Yield and Small Cap Core Class S shares were converted to Class I shares. Additionally, Enhanced Core Bond offers Class C shares. Small/Mid Cap commenced operations on June 30, 2015. Each class represents an interest in the same assets of the respective Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

Effective December 1, 2012, Class C shares of Enhanced Core Bond were closed to all new investors and will no longer be available for purchase by existing shareholders. Shareholders who redeem Class C shares of the Fund will continue to be subject to the deferred sales charges described in the prospectus. Effective November 1, 2013, Small Cap Core was closed to new investors. Please refer to Enhanced Core Bond’s and Small Cap Core’s current prospectus for additional information.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. VALUATION OF INVESTMENTS

Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in the over-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

Fixed income securities purchased with a remaining maturity exceeding 60 days are valued at the evaluated bid price or the mean price provided by an authorized pricing service or, if an evaluated price is not available, by reference to other securities which are considered comparable in credit rating, interest rate, due date and other features (generally referred to as “matrix pricing”) or other similar pricing methodologies. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between such securities and yield to maturity in determining value.

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third-party pricing services approved by the Board of Trustees of the Trusts (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from the AMG Funds LLC (the “Investment Manager”) are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager for the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all

44

Notes to Financial Statements (continued)

available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each individual price exceeds a pre-established confidence level.

U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.

b. SECURITY TRANSACTIONS

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Upon notification from issuers, distributions received from a real estate investment trust (“REIT”) may be redesignated as a reduction of cost investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trusts and other trusts within the AMG Funds family of mutual funds (collectively the “AMG Funds family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized gains and losses, the common expenses of each Fund and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

Small Cap Core had certain portfolio trades directed to various brokers under a brokerage recapture program. Credits received from the brokerage recapture program are earned and paid on a monthly basis, and are recorded as expense offsets, which serve to reduce the Fund’s overall expense ratio. For the six months ended June 30, 2017, the impact on the expense ratios, if any, was $11,797, less than 0.01%.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December, as described in the Funds’ prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax

45

Notes to Financial Statements (continued)

purposes; these differences will reverse at some time in the future. Permanent differences are due to redesignation of dividends paid by the fund. Temporary differences are due to differences between book and tax treatment of losses for excise tax purposes and wash sales.

e. FEDERAL TAXES

Each Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

Additionally, based on Small Cap Core’s and Small Cap Growth’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, Small Cap Core and Small Cap Growth will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2016, and all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of June 30, 2017, the following Fund had accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains, if any, for an unlimited time period.

	Capital Loss Carryover Amounts
Fund	Short-Term		Long-Term
Enhanced Core Bond	$	807,428	$	3,418,340

As of June 30, 2017, Municipal Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should Municipal Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap incur net capital losses for the year ending December 31, 2017, such amounts may be used to offset future realized capital gains, for an unlimited time period.

g. CAPITAL STOCK

The Trusts’ Declarations of Trust authorize for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation.

46

Notes to Financial Statements (continued)

For the six months ended June 30, 2017 and the year ended December 31, 2016, the capital stock transactions by class for the Funds were as follows:

	Enhanced Core Bond												Municipal Bond
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		259,418		$	2,524,842			385,257		$	3,795,029			869,595		$	9,924,967			1,647,974		$	19,577,982
Reinvestment of distributions		12,385			120,540			27,286			268,301			17,853			204,950			75,000			856,921
Cost of shares repurchased		(296,894	)		(2,890,721	)		(853,785	)		(8,384,944	)		(889,667	)		(10,251,383	)		(1,270,324	)		(14,901,658	)
Net increase (decrease)		(25,091	)	$	(245,339	)		(441,242	)	$	(4,321,614	)		(2,219	)	$	(121,466	)		452,650		$	5,533,245
Class S:
Proceeds from sale of shares		—			—			—			—			3,078,878		$	35,271,698			10,232,475		$	121,026,163
Reinvestment of distributions		—			—			—			—			53,728			615,132			291,662			3,354,153
Cost of shares repurchased		—			—			—			—			(3,952,625	)		(45,334,584	)		(7,024,704	)		(81,937,500	)
Share class conversions		—			—			—			—			(13,649,760	)		(160,111,684	)		—			—
Net increase (decrease)		—			—			—			—			(14,469,779	)	($	169,559,438	)		3,499,433		$	42,442,816
Class I:
Proceeds from sale of shares		384,329		$	3,741,085			3,892,108		$	38,388,245			18,023,721		$	206,716,097			32,007,506		$	379,279,837
Reinvestment of distributions		35,734			348,388			77,281			766,271			549,314			6,339,479			2,035,999			23,482,851
Cost of shares repurchased		(2,917,428	)		(28,627,281	)		(834,296	)		(8,310,804	)		(13,530,171	)		(155,368,946	)		(25,376,090	)		(297,140,902	)
Share class conversions		—			—			—			—			13,603,372			160,111,684			—			—
Net increase (decrease)		(2,497,365	)	$	(24,537,808	)		3,135,093		$	30,843,712			18,646,236		$	217,798,314			8,667,415		$	105,621,786
Class C:
Proceeds from sale of shares		804		$	7,804			2,517		$	24,694			—			—			—			—
Reinvestment of distributions		3,548			34,498			9,536			93,552			—			—			—			—
Cost of shares repurchased		(218,919	)		(2,123,712	)		(353,217	)		(3,475,625	)		—			—			—			—
Net decrease		(214,567	)	$	(2,081,410	)		(341,164	)	$	(3,357,379	)		—			—			—			—
Class Z:*
Proceeds from sale of shares		274,764		$	2,670,076			2,391,953		$	23,618,757			—			—			—			—
Reinvestment of distributions		29,644			288,840			145,492			1,436,923			—			—			—			—
Cost of shares repurchased		(3,383,490	)		(32,888,281	)		(2,172,562	)		(21,122,721	)		—			—			—			—
Net increase (decrease)		(3,079,082	)	($	29,929,365	)		364,883		$	3,932,959			—			—			—			—

47

Notes to Financial Statements (continued)

	Municipal Enhanced												Small Cap Core
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		649,455		$	6,221,780			569,848		$	5,963,684			99,337		$	2,552,687			171,093		$	3,879,355
Reinvestment of distributions		11,980			115,143			33,790			329,552			—			—			55,106			1,367,178
Cost of shares repurchased		(130,509	)		(1,255,112	)		(704,478	)		(7,269,369	)		(318,068	)		(8,385,230	)		(407,888	)		(9,392,744	)
Net increase (decrease)		530,926		$	5,081,811			(100,840	)	$	(976,133	)		(218,731	)	$	(5,832,543	)		(181,689	)	$	(4,146,211	)
Class S:
Proceeds from sale of shares		319,509		$	3,059,584			1,219,602		$	12,565,944			14,465		$	373,459			86,671		$	2,032,563
Reinvestment of distributions		20,245			193,539			127,122			1,234,918			—			—			29,980			750,402
Cost of shares repurchased		(891,675	)		(8,586,630	)		(1,192,382	)		(12,156,404	)		(67,689	)		(1,761,714	)		(1,074,660	)		(25,613,152	)
Share class conversions		(1,192,488	)		(11,722,161	)		—			—			(660,653	)		(17,976,373	)		—			—
Net increase (decrease)		(1,744,409	)	$	(17,055,668	)		154,342		$	1,644,458			(713,877	)	$	(19,364,628	)		(958,009	)	$	(22,830,187	)
Class I:
Proceeds from sale of shares		2,907,435		$	27,821,094			6,118,953		$	63,716,957			2,476,818		$	64,703,237			2,961,740		$	68,702,616
Reinvestment of distributions		167,286			1,604,545			835,430			8,132,689			—			—			613,419			15,384,553
Cost of shares repurchased		(2,939,024	)		(28,191,804	)		(7,243,382	)		(73,938,069	)		(1,065,498	)		(27,926,820	)		(2,480,898	)		(56,925,490	)
Share class conversions		1,194,920			11,722,161			—			—			658,716			17,976,373			—			—
Net increase (decrease)		1,330,617		$	12,955,996			(288,999	)	$	(2,088,423	)		2,070,036		$	54,752,790			1,094,261		$	27,161,679
Class Z:*
Proceeds from sale of shares		10,534		$	100,000			—			—			137,522		$	3,561,473			—			—
Reinvestment of distributions		113			1,089			—			—			—			—			—			—
Cost of shares repurchased		—			—			—			—			(7,121	)		(182,715	)		—			—
Net increase		10,647		$	101,089			—			—			130,401		$	3,378,758			—			—

48

Notes to Financial Statements (continued)

	Small/Mid Cap
	2017						2016
	Shares			Amount			Shares			Amount
Class N:*
Proceeds from sale of shares		967		$	10,000			—			—
Reinvestment of distributions		—			—			—			—
Cost of shares repurchased		—			—			—			—
Net increase		967		$	10,000			—			—
Class I:
Proceeds from sale of shares		666,043		$	6,971,962			148,293		$	1,303,687
Reinvestment of distributions		—			—			114			1,126
Cost of shares repurchased		(4,787	)		(49,163	)		(51,818	)		(463,032	)
Net increase		661,256		$	6,922,799			96,589		$	841,781
Class Z:*
Proceeds from sale of shares		232,146		$	2,410,000			—			—
Reinvestment of distributions		—			—			—			—
Cost of shares repurchased		(966	)		(9,742	)		—			—
Net increase		231,180		$	2,400,258			—

^*  Commencement of operations was February 27, 2017.

At June 30, 2017, certain unaffiliated shareholders of record, including omnibus accounts, individually or collectively held greater than 10% of the net assets of the Funds as follows: Enhanced Core Bond - two own 39%; Municipal Bond - two own 69%; Municipal Enhanced - two own 83%; Small Cap Core - four own 78% and Small/Mid Cap - three own 96%. Transactions by these shareholders may have a material impact on their respective Fund.

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party repurchase agreements for temporary cash management purposes and joint third-party repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Funds participate on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At June 30, 2017, the market value of Repurchase Agreements outstanding for Enhanced Core Bond, Small Cap Core and Small/Mid Cap were $118,595, $38,113,535 and $705,769, respectively.

i. DELAYED DELIVERY TRANSACTIONS AND WHEN-ISSUED SECURITIES

The Funds may enter into securities transactions on a delayed delivery or when issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Funds’ Schedules of Portfolio Investments. With respect to purchase commitments, the Funds identify securities as segregated in their records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trusts have entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each

49

Notes to Financial Statements (continued)

subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by GW&K Investment Management, LLC (“GW&K”), who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in GW&K.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. The Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

Enhanced Core Bond**	0.30	%
Municipal Bond*
on first $25 million	0.35	%
on next $25 million	0.30	%
on next $50 million	0.25	%
on balance over $100 million	0.20	%
Municipal Enhanced**	0.45	%
Small Cap Core**	0.70	%
Small/Mid Cap**	0.65	%

^*  Effective October 1, 2016, Municipal Bond changed to a tiered management fee structure. Prior to October 1, 2016, the annual rate for Municipal Bond’s investment management fee was 0.35% of the Fund’s average daily net assets.

^**  Prior to February 27, 2017, the annual rate for the investment management fees were 0.45%, 0.50%, 0.75% and 0.75% of the average daily net assets for Enhanced Core Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap, respectively.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Enhanced Core Bond, Municipal Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap to 0.48%, 0.34%, 0.59%, 0.90% and 0.85%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances. Prior to February 27, 2017, the expense cap was 0.59%, 0.64%, 0.95% and 0.95% of the average daily net assets for Enhanced Core Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap, respectively. The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.

In general, for a period of up to 36 months, the Investment Manager may recover from each Fund, fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount.

At June 30, 2017, each Fund’s expiration of recoupment are as follows:

	Enhanced		Municipal
Expiration Period	Core Bond		Bond
Less than 1 year*	$	219,391	$	1,683,544
Within 2 years		209,871		2,563,791
Within 3 years		257,711		1,265,508
Total Amount Subject to Recoupment	$	686,973	$	5,512,843
Expiration Period	Municipal Enhanced		Small Cap Core
Less than 1 year*	$	231,939	$	411,068
Within 2 years		211,246		413,891
Within 3 years		235,140		144,121
Total Amount Subject to Recoupment	$	678,325	$	969,080

Expiration Period	Small/Mid Cap
Less than 1 year*		—
Within 2 years	$	74,869
Within 3 years		62,899
Total Amount Subject to Recoupment	$	137,768

^*  A portion of this represents the expiration amount through the year ending December 31, 2017 of $105,788, $539,558, $94,538, $150,166 for Enhanced Core Bond, Municipal Bond, Municipal Enhanced and Small Cap Core, respectively.

The Trusts, on behalf of the Funds, have entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund as further described in each Fund’s prospectus. Effective October 1, 2016, each Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service. Prior to October 1, 2016, Enhanced Core Bond, Municipal Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap paid an administration fee under a similar contract at an annual rate of 0.20%, 0.25%, 0.25%, 0.25% and 0.25%, respectively, of each Fund’s average daily net assets.

The Funds are distributed by AMG Distributors, Inc. (the “Distributor”), a wholly owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.

50

Notes to Financial Statements (continued)

The Trusts have adopted a distribution and service plan (the “Plan”) with respect to the Class N shares of each Fund and Class C shares of Enhanced Core Bond, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset based sales charges. Pursuant to the Plan, each Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each Fund’s Class N shares and Enhanced Core Bond Class C shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributors up to 0.25% and 1.00% annually of each Fund’s average daily net assets attributable to Class N and Class C shares, respectively. The Plan further provides for periodic payments by the Trust or the Distributor to brokers, dealers and other financial intermediaries for providing shareholder services and for promotional and other sales related costs. The portion of payments made under the plan by Class C shares or Class N shares for shareholder servicing may not exceed an annual rate of 0.25% of the average daily net asset value of each Fund’s shares of that class owned by clients of such broker, dealer or financial intermediary.

For Enhanced Core Bond’s Class I shares and for each of the Class N and Class I shares of Municipal Bond, Municipal Enhanced and Small Cap Core, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to each financial intermediary such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. There are no shareholder servicing fees authorized for Class Z. The Class N and Class I shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class’s average daily net assets as shown in the table below.

The impact on the annualized expense ratios for the six months ended June 30, 2017, were as follows:

	Maximum			Actual
	Annual Amount			Amount
Fund	Approved			Incurred
Enhanced Core Bond
Class I		0.10	%		0.10	%
Municipal Bond
Class N		0.15	%		0.11	%
Class I*		0.05	%		0.03	%
Municipal Enhanced
Class N		0.15	%		0.15	%
Class I*		0.05	%		0.03	%
Small Cap Core
Class N		0.15	%		0.15	%
Class I*		0.05	%		0.04	%
Small/Mid Cap
Class N		0.15	%		0.00	%
Class I*		0.10	%		0.07	%

^*  Prior to February 27, 2017, Class I shares did not incur shareholder servicing fees.

The Board provides supervision of the affairs of the Trusts and other trusts within the AMG Funds family. The Trustees of the Trusts who are not affiliated with an Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Securities and Exchange Commission (the “SEC”) has granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended June 30, 2017, the following Funds either borrowed from or lent to other Funds in the AMG Funds family: Small Cap Core lent a maximum of $6,200,680 for five days earning interest in the amount of $414, and Municipal Enhanced lent $1,410,972 for one day earning interest in the amount of $68. The interest amount is included in the Statement of Operations as interest income. Enhanced Core Bond borrowed $4,417,211 for one day paying interest of $2,274. The interest expense amount is included in the Statement of Operations as miscellaneous expense. For the six months ended June 30, 2017, Municipal Bond and Small/Mid Cap Growth neither borrowed from nor lent to other Funds in the AMG Funds family. At June 30, 2017, the Funds had no interfund loans outstanding.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended June 30, 2017, were as follows:

	Long-Term Securities
Fund	Purchases		Sales
Enhanced Core Bond	$	17,454,213	$	50,295,925
Municipal Bond		148,559,611		97,652,007
Municipal Enhanced		64,876,312		64,041,225
Small Cap Core		70,210,243		42,329,488
Small/Mid Cap		10,436,620		2,133,211

	U.S. Government Obligations
Fund	Purchases		Sales
Enhanced Core Bond	$	4,384,015	$	21,777,424

4. PORTFOLIO SECURITIES LOANED

The Funds participate in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its

51

Notes to Financial Statements (continued)

services under the Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102%, 105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

At June 30, 2017, the value of the securities loaned and cash collateral received, were as follows:

	Securities		Cash Collateral
Fund	Loaned		Received
Enhanced Core Bond	$	114,976	$	118,595
Small Cap Core		37,276,554		38,113,535
Small/Mid Cap		694,208		705,769

5. COMMITMENTS AND CONTINGENCIES

Under each Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trusts. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.

6. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Funds do not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For security lending transactions, see Note 4.

52

Notes to Financial Statements (continued)

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of June 30, 2017:

			Gross Amount Not Offset in the Statement of Assets and Liabilities
	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments Collateral		Cash Collateral Received		Net Amount
Enhanced Core Bond
BNP Paribas S.A.	$	4,989	$	4,989		—		—
Cantor Fitzgerald Securities, Inc.		104,549		104,549		—		—
HSBC Securities USA, Inc.		6,074		6,074		—		—
Jefferies LLC		2,983		2,983		—		—
Totals	$	118,595	$	118,595		—		—
Small Cap Core
BNP Paribas S.A.	$	1,222,752	$	1,222,752		—		—
Cantor Fitzgerald Securities, Inc.		9,052,243		9,052,243		—		—
Daiwa Capital Markets America		9,052,243		9,052,243		—		—
HSBC Securities USA, Inc.		1,488,359		1,488,359		—		—
Jefferies LLC		731,015		731,015		—		—
Nomura Securities International, Inc.		7,514,723		7,514,723		—		—
State of Wisconsin Investment Board		9,052,200		9,052,200		—		—
Totals	$	38,113,535	$	38,113,535		—		—
Small/Mid Cap
BNP Paribas S.A.	$	29,695	$	29,695		—		—
Citigroup Global Markets, Inc.		622,175		622,175		—		—
HSBC Securities USA, Inc.		36,146		36,146		—		—
Jefferies LLC		17,753		17,753		—		—
Totals	$	705,769	$	705,769		—		—

7. REGULATORY UPDATES

On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X which sets forth the form and content of financial statements. Management has evaluated the implications of adopting these amendments and has determined there is no material impact on the financial statements and accompanying notes.

8. SUBSEQUENT EVENTS

The Funds have determined that no material events or transactions occurred through the issuance date of the Funds’ financial statements, which require an additional disclosure in or adjustment of the Funds’ financial statements.

53

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

AMG GW&K Small Cap Core Fund, AMG GW&K Small/Mid Cap Fund (formerly AMG GW&K Small Cap Growth Fund), AMG GW&K Municipal Enhanced Yield Fund, AMG GW&K Municipal Bond Fund and AMG GW&K Enhanced Core Bond Fund: Approval of Investment Management and Subadvisory Agreements on June 28-29, 2017.

At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”) of each of AMG Funds and AMG Funds II (each, a “Trust” and collectively, the “Trusts”), and separately a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) and each Trust for each of AMG GW&K Small Cap Core Fund, AMG GW&K Small/Mid Cap Fund (formerly AMG GW&K Small Cap Growth Fund), AMG GW&K Municipal Enhanced Yield Fund, AMG GW&K Municipal Bond Fund and AMG GW&K Enhanced Core Bond Fund (each, a “Fund,” and collectively, the “Funds”) and separately each of Amendment No. 1, Amendment No. 2 dated July 1, 2015, and Amendment No. 3 dated October 1, 2016, to the Investment Management Agreement with AMG Funds II and separately each of Amendment No. 1 dated July 1, 2015, and Amendment No. 2 dated October 1, 2016, to the Investment Management Agreement with AMG Funds (collectively, the “Investment Management Agreement”) and (ii) the Subadvisory Agreements, as amended at any time prior to the date of the meeting, with respect to each Fund (collectively, the “Subadvisory Agreements”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreement and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for each Fund (each, a “Peer

Group”), performance information for the relevant benchmark index for each Fund (each, a “Fund Benchmark”) and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadviser under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management and Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT AND QUALITY OF SERVICES.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreement and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the Investment Manager’s oversight of the performance by the Subadviser of its

portfolio management duties; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreements and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to each Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect to each Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trusts in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to or replacements of the Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the

54

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

Board shall reasonably request consistent with the Investment Management Agreements and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreements and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.

The Trustees also reviewed information relating to the Subadviser’s financial condition, operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding the Subadviser’s organizational and management structure and the Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at the Subadviser with portfolio management responsibility for the Funds, including the information set forth in each Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by the Subadviser in the past; (b) the qualifications and experience of the Subadviser’s personnel; and (c) the Subadviser’s compliance program. The Trustees also took into account the financial condition of the Subadviser with respect to its ability to provide the services required under each Subadvisory Agreement. The Trustees also considered the Subadviser’s risk management processes.

PERFORMANCE.

As noted above, the Board considered each Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the gross performance of the Fund as compared to the Subadviser’s

relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about each Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board was mindful of the Investment Manager’s attention to monitoring the Subadviser’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.

With respect to AMG GW&K Small Cap Core Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, above, above and above, respectively, the median performance of the Peer Group and below, below, above and above, respectively, the performance of the Fund Benchmark, the Russell 2000^® Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent underperformance relative to the Peer Group and Fund Benchmark. The Trustees noted that Class N shares of the Fund ranked in the top quintile relative to its Peer Group for the 10-year period and in the second quartile relative to its Peer Group for the 3-year and 5-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory.

With respect to AMG GW&K Small/Mid Cap Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year period ended March 31, 2017 and for the period from the Fund’s inception on June 30, 2015 through March 31, 2017 was

below the median performance for the Peer Group and below the performance of the Fund Benchmark, the Russell 2500^® Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s underperformance and any actions being taken to address such performance. The Trustees noted that Class I shares of the Fund ranked in the third quintile relative to its Peer Group for the 1-year period. The Trustees also took into account the Fund’s relatively short performance history and the fact that the Fund made recent changes to its principal investment strategy. The Trustees concluded that the Fund’s performance is being addressed.

With respect to AMG GW&K Municipal Enhanced Yield Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, above, below and above, respectively, the median performance of the Peer Group and below, above, above and above, respectively, the performance of the Fund Benchmark, the Bloomberg Barclays U.S. Municipal Bond BAA Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent underperformance. The Trustees noted that the Fund’s longer-term performance results ranked strongly relative to the Fund Benchmark and that Class I shares of the Fund ranked in the top quartile relative to its Peer Group for the 10-year period and in the second quintile relative to its Peer Group for the 3-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

With respect to AMG GW&K Municipal Bond Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year and 5-year periods ended March 31, 2017 and for the

55

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

period from the Fund’s inception on June 30, 2009 through March 31, 2017 was below, above, above and above, respectively, the median performance of the Peer Group and below the performance of the Fund Benchmark, the Bloomberg Barclays 10-Year Municipal Bond Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s underperformance relative to its Peer Group and the Fund Benchmark. The Trustees also noted that Class I shares of the Fund ranked in the top quintile relative to its Peer Group since inception and in the top quartile relative to its Peer Group for the 3-year and 5-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

With respect to AMG GW&K Enhanced Core Bond Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class Z shares (which share class has one of the earliest inception dates and the largest amount of assets of all the share classes of the Fund with that inception date) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, below, below and above, respectively, the median performance of the Peer Group and above, below, below and above, respectively, the performance of the Fund Benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index. The Trustees took into account management’s discussion of the Fund’s performance, including its more recent improved performance relative to the Fund Benchmark. The Trustees noted that Class Z shares of the Fund ranked in the second quintile relative to its Peer Group for the 10-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

ADVISORY AND SUBADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including

any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as Investment Manager and sponsor of the Funds and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the various changes in management, administrative and shareholder servicing fee rates that were implemented during the past year for the applicable Funds, noting that the Investment Manager provides administrative and shareholder services to the Funds pursuant to an Administration Agreement with the Funds. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees also noted any payments that were made from the Subadviser to the Investment Manager, and any other payments made or to be made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset levels of the Funds, and the impact on profitability of both the current asset levels and any future growth of assets of the Funds.

In considering the cost of services to be provided by the Investment Manager under each Investment Management Agreement and the profitability to the Investment Manager of its relationship with the Funds, the Trustees noted the undertaking by the Investment Manager to maintain contractual expense limitations for the Funds. The Board also took into account management’s discussion of the advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under each Investment Management Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant

adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

In considering the reasonableness of the subadvisory fees payable by the Investment Manager to the Subadviser, the Trustees reviewed information regarding the cost of providing subadvisory services to each of the Funds and the resulting profitability to the Subadviser from these relationships. The Trustees noted that, because the Subadviser is an affiliate of the Investment Manager, a portion of the Subadviser’s revenues or profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the subadvisory fee structure, and the services the Subadviser provides in performing its functions under each Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the profitability to the Subadviser is reasonable and that the Subadviser is not realizing material benefits from economies of scale that would warrant adjustments to the advisory or subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

With respect to AMG GW&K Small Cap Core Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that, effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to lower the Fund’s

56

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

contractual expense limitation from 0.95% to 0.90% of the Fund’s net annual operating expenses (subject to certain excluded expenses). The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG GW&K Small/Mid Cap Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.85%.The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG GW&K Municipal Enhanced Yield Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were higher and lower, respectively, than the average for the Fund’s Peer Group. The Trustees took into account the fact that, effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to lower the Fund’s contractual expense limitation from 0.64% to 0.59% of the Fund’s net

annual operating expenses (subject to certain excluded expenses). The Board also took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG GW&K Municipal Bond Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.34%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG GW&K Enhanced Core Bond Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were lower and higher, respectively, than the average for the Peer Group. The Trustees took into account the fact that, effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to lower the Fund’s contractual expense

limitation from 0.59% to 0.48% of the Fund’s net annual operating expenses (subject to certain excluded expenses). The Trustees also took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

*    *    *     *

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management and Subadvisory Agreements: (a) the Investment Manager has demonstrated that it possesses the resources and capability to perform its duties under each Investment Management Agreement; (b) the Subadviser has the resources to perform its duties under each Subadvisory Agreement and is qualified to manage each Fund’s assets in accordance with its investment objectives and policies; and (c) the Investment Manager and Subadviser maintain appropriate compliance programs.

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of each Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 28-29, 2017, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement for each Fund and the Subadvisory Agreements for each Fund.

57

THIS PAGE INTENTIONALLY LEFT BLANK

THIS PAGE INTENTIONALLY LEFT BLANK

THIS PAGE INTENTIONALLY LEFT BLANK

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300

Greenwich, CT 06830

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300

Greenwich, CT 06830

(800) 835-3879

SUBADVISER

GW&K Investment Management, LLC

222 Berkeley St.

Boston, MA 02116

CUSTODIAN

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt A. Keilhacker

Steven J. Paggioli

Richard F. Powers, III

Eric Rakowski

Victoria L. Sassine

Thomas R. Schneeweis

This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

Current net asset values per share for each Fund are available on the Funds’ website at www.amgfunds.com.

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC website at www.sec.gov.

Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.

www.amgfunds.com    |

AFFILIATE SUBADVISED FUNDS

BALANCED FUNDS

AMG Chicago Equity Partners Balanced

Chicago Equity Partners, LLC

AMG FQ Global Risk-Balanced

First Quadrant, L.P.

EQUITY FUNDS

AMG Chicago Equity Partners Small Cap Value

Chicago Equity Partners, LLC

AMG FQ Tax-Managed U.S. Equity

AMG FQ U.S. Equity

First Quadrant, L.P.

AMG Frontier Small Cap Growth

Frontier Capital Management Company, LLC

AMG GW&K Small Cap Core

AMG GW&K Small/Mid Cap Growth

AMG GW&K U.S. Small Cap Growth

GW&K Investment Management, LLC

AMG Renaissance International Equity

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

AMG River Road Dividend All Cap Value

AMG River Road Dividend All Cap Value II

AMG River Road Focused Absolute Value

AMG River Road Long-Short

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

AMG SouthernSun Small Cap

AMG SouthernSun Global Opportunities

AMG SouthernSun U.S. Equity

SouthernSun Asset Management, LLC

AMG Systematic Large Cap Value

AMG Systematic Mid Cap Value

Systematic Financial Management, L.P.

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

AMG Trilogy Emerging Markets Equity

AMG Trilogy Emerging Wealth Equity

Trilogy Global Advisors, L.P.

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Focused Fund - Security Selection Only

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

FIXED INCOME FUNDS

AMG GW&K Core Bond

AMG GW&K Enhanced Core Bond

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

OPEN-ARCHITECTURE FUNDS

ALTERNATIVE FUNDS

AMG Managers Lake Partners LASSO Alternative

Lake Partners, Inc.

BALANCED FUNDS

AMG Managers Montag & Caldwell Balanced

Montag & Caldwell, LLC

EQUITY FUNDS

AMG Managers Brandywine

AMG Managers Brandywine Advisors Mid Cap

Growth

AMG Managers Brandywine Blue

Friess Associates, LLC

AMG Managers Cadence Emerging Companies

AMG Managers Cadence Mid Cap

Cadence Capital Management, LLC

AMG Managers CenterSquare Real Estate

CenterSquare Investment Management, Inc.

AMG Managers Emerging Opportunities

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

AMG Managers Essex Small/Micro Cap Growth

Essex Investment Management Co., LLC

AMG Managers Fairpointe Focused Equity

AMG Managers Fairpointe Mid Cap

Fairpointe Capital LLC

AMG Managers Guardian Capital Global Dividend

Guardian Capital LP

AMG Managers LMCG Small Cap Growth

LMCG Investments, LLC

AMG Managers Montag & Caldwell Growth

AMG Managers Montag & Caldwell Mid Cap Growth

Montag & Caldwell, LLC

AMG Managers Pictet International

Pictet Asset Management Limited

AMG Managers Silvercrest Small Cap

Silvercrest Asset Management Group LLC

AMG Managers Skyline Special Equities

Skyline Asset Management, L.P.

AMG Managers Special Equity

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

AMG Managers Value Partners Asia Dividend

Value Partners Hong Kong Limited

FIXED INCOME FUNDS

AMG Managers Amundi Intermediate

Government

AMG Managers Amundi Short Duration

Government

Amundi Smith Breeden LLC

AMG Managers Doubleline Core Plus Bond

DoubleLine Capital LP

AMG Managers Global Income Opportunity

AMG Managers Loomis Sayles Bond

Loomis, Sayles & Co., L.P.

SAR019-0617 | www.amgfunds.com

    |    SEMI-ANNUAL REPORT  

AMG Funds

June 30, 2017

AMG TimesSquare Small Cap Growth Fund

Class N: TSCPX    |    Class I: TSQIX    |    Class Z: TSCIX

AMG TimesSquare Mid Cap Growth Fund

Class N: TMDPX    |    Class I: TQMIX    |    Class Z: TMDIX

AMG TimesSquare International Small Cap Fund

Class N: TCMPX    |    Class I: TQTIX    |    Class Z: TCMIX

www.amgfunds.com        | SAR014-0617

AMG Funds

Semi-Annual Report—June 30, 2017 (unaudited)

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		3
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
AMG TimesSquare Small Cap Growth Fund		4
AMG TimesSquare Mid Cap Growth Fund		8
AMG TimesSquare International Small Cap Fund		11
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		14
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		18
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statement of Operations		20
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the period
Statements of Changes in Net Assets		21
Detail of changes in net assets for the past two periods
Financial Highlights		22
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes To Financial Highlights		28
Notes to Financial Statements		29
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		37

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Funds Family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

ACTUAL EXPENSES

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended June 30, 2017	Expense Ratio for the Period			Beginning Account Value 01/01/17		Ending Account Value 06/30/17		Expenses Paid During the Period*
AMG TimesSquare Small Cap Growth Fund
Class N
Based on Actual Fund Return		1.24	%	$	1,000	$	1,088	$	6.42
Hypothetical (5% return before expenses)		1.24	%	$	1,000	$	1,019	$	6.21
Class I**
Based on Actual Fund Return		1.14	%	$	1,000	$	1,044	$	3.96
Hypothetical (5% return before expenses)		1.14	%	$	1,000	$	1,019	$	5.71
Class Z
Based on Actual Fund Return		1.04	%	$	1,000	$	1,089	$	5.39
Hypothetical (5% return before expenses)		1.04	%	$	1,000	$	1,020	$	5.21
AMG TimesSquare Mid Cap Growth Fund
Class N
Based on Actual Fund Return		1.24	%	$	1,000	$	1,107	$	6.48
Hypothetical (5% return before expenses)		1.24	%	$	1,000	$	1,019	$	6.21
Class I**
Based on Actual Fund Return		1.04	%	$	1,000	$	1,042	$	3.61
Hypothetical (5% return before expenses)		1.04	%	$	1,000	$	1,020	$	5.21
Class Z
Based on Actual Fund Return		1.04	%	$	1,000	$	1,109	$	5.44
Hypothetical (5% return before expenses)		1.04	%	$	1,000	$	1,020	$	5.21
AMG TimesSquare International Small Cap Fund
Class N
Based on Actual Fund Return		1.30	%	$	1,000	$	1,236	$	7.21
Hypothetical (5% return before expenses)		1.30	%	$	1,000	$	1,018	$	6.51
Class I**
Based on Actual Fund Return		1.07	%	$	1,000	$	1,164	$	3.93
Hypothetical (5% return before expenses)		1.07	%	$	1,000	$	1,019	$	5.26
Class Z
Based on Actual Fund Return		1.05	%	$	1,000	$	1,237	$	5.82
Hypothetical (5% return before expenses)		1.05	%	$	1,000	$	1,020	$	5.26

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365.

** Commenced operations on February 27, 2017, and as such, the expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (124), then divided by 365.

2

Fund Performance (unaudited)

Periods ended June 30, 2017

The table below shows the average annual total returns for the periods indicated for each Fund, as well as each Fund’s relative index for the same time periods ended June 30, 2017.

Average Annual Total Retuns1	Six Months*			One Year			Five Years			Ten Years			Since Inception			Inception Date
AMG TimesSquare Small Cap Growth Fund 2,3
Class N4		8.76	%		17.37	%		13.00	%		8.77	%		8.54	%		01/21/00
Class I		—			—			—			—			4.36	%		02/24/17
Class Z4		8.90	%		17.64	%		13.22	%		8.93	%		8.70	%		01/21/00
Russell 2000® Growth Index5		9.97	%		24.40	%		13.98	%		7.82	%		4.38	%		01/21/00	†
AMG TimesSquare Mid Cap Growth Fund 3,6
Class N4		10.72	%		15.63	%		13.21	%		7.78	%		9.39	%		03/04/05
Class I		—			—			—			—			4.22	%		02/24/17
Class Z4		10.85	%		15.92	%		13.45	%		8.00	%		9.60	%		04/05/03
Russell Midcap® Growth Index7		11.40	%		17.05	%		14.19	%		7.87	%		9.04	%		03/04/05	†
AMG TimesSquare International Small Cap Fund 3,8,9,10
Class N4		23.56	%		24.66	%		—			—			13.38	%		01/02/13
Class I		—			—			—			—			16.39	%		02/24/17
Class Z4		23.69	%		25.01	%		—			—			13.60	%		02/13/01
MSCI EAFE Small Cap Index11		16.72	%		23.18	%		12.94	%		3.41	%		10.74	%		01/02/13	†

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call (800) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

Distributed by AMG Distributors, Inc., member FINRA/SIPC.

^† The date reflects the inception date of the Fund, not the index.

^*  Not annualized.

¹ Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Funds are net of expenses and based on the published NAV as of June 30, 2017. All returns are in U.S. dollars ($).

² The Fund is subject to risks associated with investments in small capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

³ The Fund invests in growth stocks, which may be more sensitive to market movements because their prices reflect future investor expectations rather than just current profits.

⁴  Effective February 27, 2017, Class S and Class I were renamed Class N and Class Z, respectively.

⁵  The Russell 2000^® Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 2000^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

⁶  Mid capitalization securities are subject to market, liquidity and information risk. Mid-size companies may underperform, as compared to securities of larger companies, and may also pose greater risk due to narrower product lines, fewer financial resources, less depth in management or a smaller trading market for their stocks. Also, growth stocks may be more volatile than other types of stocks.

⁷  The Russell Midcap^® Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell Midcap^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

⁸  The Fund is subject to the risks associated with investments in emerging markets, such as erratic earnings patterns, economic and political instability, changing exchange controls, limitations on repatriation of foreign capital, and changes in local government attitudes toward private investment, possibly leading to nationalization or confiscation of investor assets.

⁹  Investments in international securities are subject to certain risks of overseas investing including currency fluctuation and changes in political and economic conditions, which could result in significant market fluctuations. The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar security when converted back to U.S. Dollars.

¹⁰  The Fund may invest in derivatives, such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

¹¹  The MSCI EAFE Small Cap Index covers all investable small-cap securities with a market capitalization below that of the companies in the MSCI Standard Indices from the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Unlike the Fund, the MSCI EAFE Small Cap Index is unmanaged, is not available for investment and does not incur expenses. All MSCI data is provided ‘as is.’ The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates, or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein. Copying or redistributing the MSCI data is strictly prohibited.

The Russell Indices are trademarks of the London Stock Exchange group companies.

Not FDIC insured, nor bank guaranteed. May lose value.

3

AMG TimesSquare Small Cap Growth Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG TimesSquare Small Cap Growth Fund*			Russell 2000® Growth  Index
Information Technology		28.3	%		24.2	%
Industrials		25.4	%		17.4	%
Consumer Discretionary		13.9	%		14.2	%
Health Care		12.6	%		24.3	%
Financials		4.6	%		6.0	%
Real Estate		3.4	%		3.5	%
Energy		2.8	%		1.6	%
Materials		2.4	%		4.6	%
Telecommunication Services		2.2	%		0.9	%
Consumer Staples		1.4	%		2.6	%
Exchange Traded Funds		1.0	%		0.0	%
Utilities		0.4	%		0.7	%
Other Assets and Liabilities		1.6	%		0.0	%

^*  As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	%of Net Assets
On Assignment, Inc.**		2.3	%
Bright Horizons Family Solutions, Inc.**		2.3
WEX, Inc.**		2.1
WageWorks, Inc.**		2.1
j2 Global, Inc.**		1.9
MKS Instruments, Inc.**		1.8
Albany International Corp., Class A**		1.8
Envestnet, Inc.		1.8
2U, Inc.		1.6
ExlService Holdings, Inc.		1.6
Top Ten as a Group		19.3	%

^**  Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

4

AMG TimesSquare Small Cap Growth Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 97.4%
Consumer Discretionary - 13.9%
Bright Horizons Family Solutions, Inc.*		329,966	$	25,476,675
Cable One, Inc.		21,500		15,284,350
Chegg, Inc.*,1		895,000		10,999,550
Core-Mark Holding Co., Inc.		245,000		8,099,700
Dave & Buster’s Entertainment, Inc.*		130,000		8,646,300
Five Below, Inc.*,1		165,000		8,146,050
Floor & Decor Holdings, Inc., Class A*,1		45,000		1,766,700
IMAX Corp.*,1		510,599		11,233,178
Lithia Motors, Inc., Class A1		110,000		10,365,300
Monro Muffler Brake, Inc.		370,545		15,470,254
Nord Anglia Education, Inc.*,1		270,002		8,793,965
Ollie’s Bargain Outlet Holdings, Inc.*,1		156,000		6,645,600
Papa John’s International, Inc.1		140,000		10,046,400
Strayer Education, Inc.		54,300		5,061,846
William Lyon Homes, Class A*		280,092		6,761,421
Total Consumer Discretionary				152,797,289
Consumer Staples - 1.4%
MGP Ingredients, Inc.1		311,500		15,939,455
Energy - 2.8%
Gulfport Energy Corp.*		361,942		5,338,645
Keane Group, Inc.*,1		390,000		6,240,000
Matador Resources Co.*,1		359,924		7,691,576
PDC Energy, Inc.*		135,595		5,845,500
WildHorse Resource Development Corp.*,1		440,000		5,442,800
Total Energy				30,558,521
Financials - 4.6%
AMERISAFE, Inc.		130,052		7,406,461
Cadence BanCorp*		230,050		5,033,494
FCB Financial Holdings, Inc., Class A*		127,900		6,107,225
Hamilton Lane, Inc., Class A		375,000		8,246,250
ProAssurance Corp.		209,000		12,707,200
WisdomTree Investments, Inc.1		1,130,000		11,492,100
Total Financials				50,992,730
Health Care - 12.6%
Achaogen, Inc.*,1		155,000		3,368,150
Allscripts Healthcare Solutions, Inc.*		469,000		5,984,440
Amedisys, Inc.*		178,020		11,181,436
American Renal Associates Holdings, Inc.*,1		303,804		5,635,564
Avexis, Inc.*		19,800		1,626,768

	Shares		Value
Blueprint Medicines Corp.*		78,600	$	3,982,662
Civitas Solutions, Inc.*		540,566		9,459,905
DBV Technologies, S.A., Sponsored ADR*,1		165,028		5,893,150
Dermira, Inc.*,1		350,018		10,199,525
Evolent Health, Inc., Class A*,1		369,512		9,367,129
HealthEquity, Inc.*		125,000		6,228,750
Inogen, Inc.*		120,000		11,450,400
iRhythm Technologies, Inc.*		257,000		10,919,930
K2M Group Holdings, Inc.*		440,130		10,721,567
PRA Health Sciences, Inc.*		131,733		9,881,292
Radius Health, Inc.*,1		140,000		6,332,200
Repligen Corp.*,1		315,200		13,061,888
The Spectranetics Corp.*		87,240		3,350,016
Total Health Care				138,644,772
Industrials - 25.4%
The Advisory Board Co.*		165,000		8,497,500
Albany International Corp., Class A		370,017		19,758,908
Allegiant Travel Co.		95,064		12,890,678
Beacon Roofing Supply, Inc.*		276,300		13,538,700
Clean Harbors, Inc.*		258,800		14,448,804
EMCOR Group, Inc.		216,664		14,165,492
Exponent, Inc.		185,500		10,814,650
Healthcare Services Group, Inc.		255,073		11,945,069
Huron Consulting Group, Inc.*		180,776		7,809,523
ICF International, Inc.*		230,076		10,836,580
KBR, Inc.1		600,085		9,133,294
Knight Transportation, Inc.1		270,000		10,003,500
Milacron Holdings Corp.*		720,000		12,664,800
On Assignment, Inc.*		473,002		25,613,058
Orbital ATK, Inc.		160,018		15,739,370
Proto Labs, Inc.*,1		108,100		7,269,725
RBC Bearings, Inc.*		103,096		10,491,049
Rexnord Corp.*		460,030		10,695,698
TriNet Group, Inc.*		360,000		11,786,400
UniFirst Corp.		80,000		11,256,000
Viad Corp.		49,240		2,326,590
WageWorks, Inc.*		339,474		22,812,653
Watts Water Technologies, Inc., Class A		90,000		5,688,000
Total Industrials				280,186,041
Information Technology - 28.3%
2U, Inc.*,1		382,000		17,923,440

The accompanying notes are an integral part of these financial statements.

5

AMG TimesSquare Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 28.3% (continued)
Blackhawk Network Holdings, Inc.*		210,000	$	9,156,000
Blackline, Inc.*,1		230,000		8,220,200
BroadSoft, Inc.*,1		210,034		9,041,964
Carbonite, Inc.*		210,000		4,578,000
Cardtronics PLC., Class A*		159,904		5,254,445
Cision, Ltd.*		531,100		5,465,019
Cloudera, Inc.*,1		315,000		5,046,300
Electronics For Imaging, Inc.*,1		235,000		11,134,300
Envestnet, Inc.*		495,032		19,603,267
ExlService Holdings, Inc.*		315,039		17,509,868
Fair Isaac Corp.		106,080		14,788,613
FARO Technologies, Inc.*		194,400		7,348,320
j2 Global, Inc.1		245,057		20,851,900
Littelfuse, Inc.		60,005		9,900,825
MACOM Technology Solutions Holdings, Inc.*		229,500		12,799,215
MAXIMUS, Inc.		170,000		10,647,100
MKS Instruments, Inc.		300,000		20,190,000
New Relic, Inc.*		18,400		791,384
NIC, Inc.		540,419		10,240,940
Paycom Software, Inc.*,1		255,000		17,444,550
Pegasystems, Inc.		219,000		12,778,650
Q2 Holdings, Inc.*		455,002		16,812,324
Science Applications International Corp.		140,033		9,721,091
Talend, S.A., ADR*		325,000		11,303,500
WEX, Inc.*		225,045		23,465,442
Total Information Technology				312,016,657
Materials - 2.4%
PolyOne Corp.		333,068		12,903,054
Summit Materials, Inc., Class A*		460,068		13,282,163
Total Materials				26,185,217
Real Estate - 3.4%
HFF, Inc., Class A		325,053		11,302,093
Kennedy-Wilson Holdings, Inc.1		876,058		16,688,905
National Storage Affiliates Trust - REIT		435,000		10,052,850
Total Real Estate				38,043,848
Telecommunication Services - 2.2%
Cogent Communications Holdings, Inc.		255,082		10,228,788

	Shares		Value
Shenandoah Telecommunications Co.		440,000	$	13,508,000
Total Telecommunication Services				23,736,788
Utilities - 0.4%
AquaVenture Holdings, Ltd.*,1		264,000		4,020,720
Total Common Stocks (cost $782,818,956)				1,073,122,038
Exchange Traded Funds - 1.0%
iShares Russell 2000 Growth Index Fund (cost $11,024,502)		65,000		10,970,050
	Principal Amount
Short-Term Investments - 13.3%
Repurchase Agreements - 11.3%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $4,011,408 (collateralized by various U.S. Government Agency Obligations, 0.000% -9.000%, 07/28/17 - 09/09/49, totaling $4,091,258)	$	4,011,037		4,011,037
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $29,722,367 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $30,313,909)		29,719,519		29,719,519
Daiwa Capital Markets America, dated 06/30/17, due 07/03/17, 1.150% total to be received $29,722,367 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 07/13/17 - 12/01/51, totaling $30,313,910)		29,719,519		29,719,519
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $4,882,748 (collateralized by various U.S. Government Agency Obligations, 0.000% -7.250%, 07/15/17 - 01/15/37, totaling $4,979,972)		4,882,317		4,882,317
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $2,398,226 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $2,445,948)		2,397,976		2,397,976
Nomura Securities International, Inc., dated 06/30/17, due 07/03/17, 1.130% total to be received $24,602,899 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 07/10/17 - 06/20/67, totaling $25,092,595)		24,600,582		24,600,582

The accompanying notes are an integral part of these financial statements.

6

AMG TimesSquare Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Repurchase Agreements - 11.3%2 (continued)
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $29,803,228 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $30,395,914)	$	29,800,000	$	29,800,000
Total Repurchase Agreements				125,130,950
	Shares
Other Investment Companies - 2.0%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		21,596,817		21,596,817

	Value
Total Short-Term Investments (cost $146,727,767)	$	146,727,767
Total Investments - 111.7% (cost $940,571,225)		1,230,819,855
Other Assets, less Liabilities - (11.7)%		(129,366,294	)
Net Assets - 100.0%	$	1,101,453,561

The accompanying notes are an integral part of these financial statements.

7

AMG TimesSquare Mid Cap Growth Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG TimesSquare Mid Cap Growth Fund*			Russell Midcap® Growth Index
Industrials		24.3	%		16.6	%
Information Technology		24.1	%		26.4	%
Consumer Discretionary		12.1	%		18.1	%
Health Care		11.1	%		15.1	%
Financials		10.9	%		6.9	%
Real Estate		5.5	%		3.3	%
Materials		3.5	%		6.6	%
Consumer Staples		3.2	%		4.5	%
Energy		1.3	%		2.3	%
Telecommunication Services		1.0	%		0.2	%
Other Assets and Liabilities		3.0	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
SBA Communications Corp., REIT		3.4	%
Global Payments, Inc.**		2.6
Gartner, Inc.**		2.5
Equifax, Inc.**		2.4
CBRE Group, Inc., Class A		2.1
O’Reilly Automotive, Inc.**		2.0
Dollar Tree, Inc.**		2.0
The Progressive Corp.		2.0
Alliance Data Systems Corp.**		2.0
DaVita, Inc.**		2.0
Top Ten as a Group		23.0	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

8

AMG TimesSquare Mid Cap Growth Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 97.0%
Consumer Discretionary - 12.1%
Brunswick Corp.		380,400	$	23,862,492
Dollar Tree, Inc.*		579,700		40,532,624
Domino’s Pizza, Inc.		92,475		19,561,237
Expedia, Inc.		140,400		20,912,580
Hanesbrands, Inc.1		883,100		20,452,596
O’Reilly Automotive, Inc.*		185,700		40,620,018
Pool Corp.		163,900		19,269,723
Ross Stores, Inc.		308,000		17,780,840
ServiceMaster Global Holdings, Inc.*		480,000		18,811,200
Wyndham Worldwide Corp.		195,700		19,650,237
Total Consumer Discretionary				241,453,547
Consumer Staples - 3.2%
Church & Dwight Co., Inc.		489,800		25,410,824
McCormick & Co., Inc., Non-Voting Shares		226,400		22,076,264
Sprouts Farmers Market, Inc.*		674,800		15,297,716
Total Consumer Staples				62,784,804
Energy - 1.3%
Concho Resources, Inc.*		121,650		14,784,125
Range Resources Corp.		473,200		10,964,044
Total Energy				25,748,169
Financials - 10.9%
Apollo Global Management LLC, Class A		919,300		24,315,485
Assured Guaranty, Ltd.		677,300		28,270,502
Nasdaq, Inc.		339,700		24,285,153
The Progressive Corp.		916,875		40,425,019
RenaissanceRe Holdings, Ltd.		164,100		22,818,105
S&P Global, Inc.		231,600		33,811,284
Signature Bank*		185,975		26,692,992
TD Ameritrade Holding Corp.		405,900		17,449,641
Total Financials				218,068,181
Health Care - 11.1%
Bio-Rad Laboratories, Inc., Class A*		115,400		26,116,174
Boston Scientific Corp.*		784,100		21,735,252
Centene Corp.*		263,900		21,080,332
DaVita, Inc.*		602,000		38,985,520
Henry Schein, Inc.*		131,300		24,030,526
Neurocrine Biosciences, Inc.*		446,000		20,516,000
Premier, Inc., Class A*		738,200		26,575,200

	Shares		Value
Universal Health Services, Inc., Class B		217,300	$	26,527,984
Vertex Pharmaceuticals, Inc.*		130,300		16,791,761
Total Health Care				222,358,749
Industrials - 24.3%
AerCap Holdings N.V.*		572,500		26,581,175
AMETEK, Inc.		466,500		28,255,905
Avis Budget Group, Inc.*,1		448,375		12,227,186
BWX Technologies, Inc.		471,000		22,961,250
Carlisle Cos., Inc.		154,000		14,691,600
Copart, Inc.*		511,700		16,266,943
Equifax, Inc.		353,200		48,536,744
Genesee & Wyoming, Inc., Class A*		339,700		23,232,083
Hexcel Corp.		412,100		21,754,759
JB Hunt Transport Services, Inc.		194,700		17,791,686
L3 Technologies, Inc.		176,600		29,506,328
Lincoln Electric Holdings, Inc.		199,250		18,348,932
Nielsen Holdings PLC		720,400		27,850,664
Nordson Corp.		117,700		14,279,364
Ryanair Holdings PLC, Sponsored ADR*		262,700		28,269,147
TransDigm Group, Inc.1		144,700		38,905,489
Verisk Analytics, Inc.*		262,700		22,163,999
WABCO Holdings, Inc.*		216,275		27,577,225
Waste Connections, Inc.		398,500		25,671,370
Watsco, Inc.		138,100		21,295,020
Total Industrials				486,166,869
Information Technology - 24.1%
Alliance Data Systems Corp.		157,400		40,403,006
Amdocs, Ltd.		570,600		36,780,876
Amphenol Corp., Class A		317,000		23,400,940
Booz Allen Hamilton Holding Corp.		1,123,200		36,548,928
CoStar Group, Inc.*		77,300		20,376,280
Dolby Laboratories, Inc., Class A		471,800		23,099,328
Electronic Arts, Inc.*		208,300		22,021,476
Fidelity National Information Services, Inc.		303,400		25,910,360
FleetCor Technologies, Inc.*		183,200		26,419,272
Gartner, Inc.*		398,500		49,218,735
Global Payments, Inc.		570,625		51,538,850
Marvell Technology Group, Ltd.		1,256,700		20,760,684
Open Text Corp.		441,650		13,929,641

The accompanying notes are an integral part of these financial statements.

9

AMG TimesSquare Mid Cap Growth Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 24.1% (continued)
Red Hat, Inc.*		262,700	$	25,153,525
Tyler Technologies, Inc.*		135,600		23,820,852
Vantiv, Inc., Class A*		344,200		21,801,628
Xilinx, Inc.		312,500		20,100,000
Total Information Technology				481,284,381
Materials - 3.5%
Ecolab, Inc.		208,300		27,651,825
Martin Marietta Materials, Inc.		157,800		35,123,124
The Scotts Miracle-Gro Co., Class A		68,800		6,154,848
Total Materials				68,929,797
Real Estate - 5.5%
CBRE Group, Inc., Class A*		1,156,200		42,085,680
SBA Communications Corp., REIT*		507,200		68,421,280
Total Real Estate				110,506,960
Telecommunication Services - 1.0%
Zayo Group Holdings, Inc.*		657,700		20,322,930
Total Common Stocks
(cost $1,280,541,193)				1,937,624,387
	Principal Amount
Short-Term Investments - 4.2%
Repurchase Agreements - 2.0%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $1,263,592 (collateralized by various U.S. Government Agency Obligations, 0.000% -9.000%, 07/28/17 - 09/09/49, totaling $1,288,745)	$	1,263,475		1,263,475
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $9,354,619 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $9,540,798)		9,353,723		9,353,723
Daiwa Capital Markets America, dated 06/30/17, due 07/03/17, 1.150% total to be received $9,354,619 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 07/13/17 - 12/01/51, totaling $9,540,798)		9,353,723		9,353,723

	Principal Amount		Value
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $1,538,064 (collateralized by various U.S. Government Agency Obligations, 0.000% -7.250%, 07/15/17 - 01/15/37, totaling $1,568,689)	$	1,537,928	$	1,537,928
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $755,440 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $770,472)		755,361		755,361
Nomura Securities International, Inc., dated 06/30/17, due 07/03/17, 1.130% total to be received $7,765,729 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 07/10/17 - 06/20/67, totaling $7,920,298)		7,764,998		7,764,998
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $9,354,713 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $9,540,747)		9,353,700		9,353,700
Total Repurchase Agreements				39,382,908
	Shares
Other Investment Companies - 2.2%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		23,760,593		23,760,593
JPMorgan U.S. Government Money Market Fund, Capital Shares, 0.84%3		20,210,366		20,210,366
Total Other Investment Companies				43,970,959
Total Short-Term Investments
(cost $83,353,867)				83,353,867
Total Investments - 101.2%
(cost $1,363,895,060)				2,020,978,254
Other Assets, less Liabilities - (1.2)%				(23,635,573	)
Net Assets - 100.0%			$	1,997,342,681

The accompanying notes are an integral part of these financial statements.

10

AMG TimesSquare International Small Cap Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG TimesSquare International Small Cap Fund*			MSCI EAFE Small Cap Index
Industrials		24.8	%		22.3	%
Consumer Discretionary		23.1	%		15.9	%
Financials		22.8	%		11.3	%
Information Technology		10.5	%		11.2	%
Health Care		9.5	%		7.0	%
Materials		3.8	%		9.1	%
Consumer Staples		2.4	%		6.8	%
Telecommunication Services		0.8	%		1.3	%
Real Estate		0.0	%		10.6	%
Energy		0.0	%		2.4	%
Utilities		0.0	%		2.1	%
Other Assets and Liabilities		2.3	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
FinecoBank Banca Fineco S.P.A.		3.2	%
Samsonite International, S.A.**		3.0
Amplifon S.P.A.**		2.9
Horiba, Ltd.**		2.9
Melrose Industries PLC**		2.9
Sugi Holdings Co., Ltd.**		2.4
Topdanmark A/S		2.3
Modern Times Group MTG AB, B Shares		2.3
Dignity PLC		2.1
Jupiter Fund Management PLC		2.0
Top Ten as a Group		26.0	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

11

AMG TimesSquare International Small Cap Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 96.5%
Consumer Discretionary - 23.1%
ABC-Mart, Inc. (Japan)		91,000	$	5,362,832
CIE Automotive, S.A. (Spain)1		196,300		4,512,962
CTS Eventim AG & Co. KGaA (Germany)		74,412		3,294,948
Dalata Hotel Group PLC (Ireland)*		992,930		5,466,252
Dignity PLC (United Kingdom)		197,800		6,404,579
Don Quijote Holdings Co., Ltd. (Japan)		60,100		2,283,489
Greene King PLC (United Kingdom)		632,730		5,553,055
IDOM, Inc. (Japan)1		672,400		4,646,020
IMAX China Holding, Inc. (Hong Kong)*,(a)		356,000		1,091,902
Izumi Co., Ltd. (Japan)		99,600		5,663,406
Modern Times Group MTG AB, B Shares
(Sweden)1		199,600		6,870,382
Moncler S.P.A. (Italy)		131,800		3,091,841
Samsonite International, S.A. (United States)		2,121,250		8,862,153
Skylark Co., Ltd. (Japan)		190,400		2,735,616
Yoox Net-A-Porter Group S.P.A. (Italy)*,1		115,175		3,191,428
Total Consumer Discretionary				69,030,865
Consumer Staples - 2.4%
Sugi Holdings Co., Ltd. (Japan)		135,830		7,278,536
Financials - 22.7%
Avanza Bank Holding AB (Sweden)		93,700		4,091,805
Bolsas y Mercados Espanoles SHMSF, S.A.
(Spain)		57,700		2,085,478
Challenger, Ltd. (Australia)		364,515		3,738,271
Credito Real S.A.B. de C.V. SOFOM ER (Mexico)		903,564		1,407,965
Dewan Housing Finance Corp., Ltd. (India)		332,600		2,248,949
FinecoBank Banca Fineco S.P.A. (Italy)		1,222,700		9,637,937
GRENKE AG (Germany)1		5,575		1,241,015
The Hiroshima Bank, Ltd. (Japan)		691,000		3,075,928
Hoist Finance AB (Sweden)(a),1		356,300		3,640,673
Indiabulls Housing Finance, Ltd. (India)		273,150		4,543,250
Jupiter Fund Management PLC (United
Kingdom)		916,200		6,026,035
Qualitas Controladora SAB de CV (Mexico)		1,231,125		2,052,016
Shriram Transport Finance Co., Ltd. (India)		269,225		4,159,429
Steadfast Group, Ltd. (Australia)		2,740,000		5,598,618
Tamburi Investment Partners S.P.A (Italy)		349,100		2,003,685
Topdanmark A/S (Denmark)*		215,850		6,893,204
Zenkoku Hosho Co., Ltd. (Japan)		132,500		5,425,067
Total Financials				67,869,325

	Shares		Value
Health Care - 9.5%
Amplifon S.P.A. (Italy)		666,600	$	8,796,568
DiaSorin S.P.A. (Italy)		17,825		1,369,134
Fisher & Paykel Healthcare Corp., Ltd. (New
Zealand)		232,000		1,947,127
Japan Lifeline Co., Ltd. (Japan)		130,000		5,498,644
Korian, S.A. (France)1		125,800		4,292,562
Orpea (France)		20,180		2,249,827
Recipharm AB, B Shares (Sweden)1		66,420		972,134
UDG Healthcare PLC (Ireland)		283,600		3,198,771
Total Health Care				28,324,767
Industrials - 23.7%
AirAsia BHD (Malaysia)		4,428,700		3,352,780
Alimak Group AB (Sweden)(a),1		145,998		2,429,264
Benefit One, Inc. (Japan)		51,100		2,044,165
Bossard Holding AG (Switzerland)		5,635		1,142,397
Clarkson PLC (United Kingdom)		63,400		2,084,845
Daetwyler Holding AG (Switzerland)		21,284		3,625,125
Diploma PLC (United Kingdom)		199,525		2,871,592
en-japan, Inc. (Japan)		102,600		2,673,487
Interpump Group S.P.A. (Italy)		204,550		5,596,804
IPH, Ltd. (Australia)1		921,600		3,398,660
LISI (France)		54,690		2,601,778
Melrose Industries PLC (United Kingdom)		2,740,982		8,657,274
Nabtesco Corp. (Japan)		109,000		3,178,884
Nihon M&A Center, Inc. (Japan)		139,600		5,109,977
Norma Group SE (Germany)		16,065		835,749
Palfinger AG (Austria)		48,840		2,278,870
Polypipe Group PLC (United Kingdom)		767,700		3,822,602
Prosegur Cia de Seguridad, S.A. (Spain)		682,410		4,438,140
Rotork PLC (United Kingdom)		425,700		1,305,087
Stabilus, S.A. (Luxembourg)		56,800		4,410,800
Teleperformance (France)		39,300		5,039,135
Total Industrials				70,897,415
Information Technology - 10.5%
Altran Technologies SA (France)		338,877		5,520,601
Chroma ATE, Inc. (Taiwan)		460,000		1,481,866
Disco Corp. (Japan)		27,300		4,378,686
Halma PLC (United Kingdom)		142,800		2,046,385
Horiba, Ltd. (Japan)		144,095		8,789,737
Link Administration Holdings, Ltd. (Australia)		422,100		2,563,015

The accompanying notes are an integral part of these financial statements.

12

AMG TimesSquare International Small Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 10.5% (continued)
RIB Software SE (Germany)1		161,700	$	2,734,640
SimCorp A/S (Denmark)		51,800		3,136,964
Telit Communications PLC (United Kingdom)		227,725		925,087
Total Information Technology				31,576,981
Materials - 3.8%
Frutarom Industries, Ltd. (Israel)		59,220		4,134,300
RPC Group PLC (United Kingdom)		553,350		5,423,190
W-Scope Corp. (Japan)1		110,800		1,946,315
Total Materials				11,503,805
Telecommunication Services - 0.8%
Tower Bersama Infrastructure Tbk PT
(Indonesia)		4,798,000		2,434,871
Total Common Stocks
(cost $259,727,750)				288,916,565
Rights - 1.2%
Industrials - 1.1%
Irish Continental Group PLC*		564,410		3,274,782
Financials - 0.1%
Link Administration Holdings, Ltd.*		149,927		131,943
Total Rights
(cost $3,323,206)				3,406,725
Warrants - 0.0%#
Financials - 0.0%#
Tamburi Investment Partners S.P.A., 06/30/20
(Italy)*
(cost $52,893)		63,525		74,659
	Principal Amount
Short-Term Investments - 9.1%
Repurchase Agreements - 6.0%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $571,362 (collateralized by various U.S. Government Agency Obligations, 0.000% -9.000%, 07/28/17 - 09/09/49, totaling $582,735)	$	571,309		571,309
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $4,229,921 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $4,314,106)		4,229,516		4,229,516

	Principal Amount		Value
Daiwa Capital Markets America, dated 06/30/17, due 07/03/17, 1.150% total to be received $4,229,921 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 07/13/17 - 12/01/51, totaling $4,314,106)	$	4,229,516	$	4,229,516
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $695,470 (collateralized by various U.S. Government Agency Obligations, 0.000% -7.250%, 07/15/17 - 01/15/37, totaling $709,318)		695,409		695,409
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $341,590 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $348,387)		341,554		341,554
Nomura Securities International, Inc., dated 06/30/17, due 07/03/17, 1.130% total to be received $3,511,412 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 07/10/17 - 06/20/67, totaling $3,581,303)		3,511,081		3,511,081
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $4,229,958 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $4,314,078)		4,229,500		4,229,500
Total Repurchase Agreements				17,807,885
	Shares
Other Investment Companies - 3.1%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		9,370,864		9,370,864
Total Short-Term Investments
(cost $27,178,749)				27,178,749
Total Investments - 106.8%
(cost $290,282,598)				319,576,698
Other Assets, less Liabilities - (6.8)%				(20,233,676	)
Net Assets - 100.0%			$	299,343,022

The accompanying notes are an integral part of these financial statements.

13

Notes to Schedules of Portfolio Investments (unaudited)

The following footnotes should be read in conjunction with each of the Schedules of Portfolio Investments previously presented in this report.

At June 30, 2017, the approximate cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax were as follows:

Fund	Cost		Appreciation		Depreciation			Net
AMG TimesSquare Small Cap Growth Fund	$	948,223,635	$	311,616,352	$	(29,020,132	)	$	282,596,220
AMG TimesSquare Mid Cap Growth Fund		1,387,314,234		650,883,858		(17,219,838	)		633,664,020
AMG TimesSquare International Small Cap Fund		291,038,202		30,675,957		(2,137,461	)		28,538,496

^*  Non-income producing security.

^#  Less than 0.05%.

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2017, the value of these securities amounted to the following:

Fund	Market Value		% of Net Assets
AMG TimesSquare International Small Cap Fund	$	7,161,839		2.4	%

¹  Some or all of these securities were out on loan to various brokers as of June 30, 2017, amounting to the following:

Fund	Market Value		% of Net Assets
AMG TimesSquare Small Cap Growth Fund	$	121,876,891		11.1	%
AMG TimesSquare Mid Cap Growth Fund		39,009,502		2.0	%
AMG TimesSquare International Small Cap Fund		16,943,952		5.7	%

²  Collateral received from brokers for securities lending was invested in these joint repurchase agreements.

³  Yield shown represents the June 30, 2017, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

The accompanying notes are an integral part of these financial statements.

14

Notes to Schedules of Portfolio Investments (continued)

Country	AMG TimesSquare International Small Cap Fund†			MSCI EAFE Small Cap Index
Australia		5.3	%		6.2	%
Austria		0.8	%		1.0	%
Belgium		0.0	%		1.9	%
Denmark		3.4	%		1.7	%
Finland		0.0	%		1.6	%
France		6.7	%		4.4	%
Germany		2.8	%		6.6	%
Hong Kong		0.4	%		2.3	%
India		3.8	%		0.0	%
Indonesia		0.8	%		0.0	%
Ireland		4.1	%		1.0	%
Israel		1.4	%		1.5	%
Italy		11.5	%		3.9	%
Japan		24.0	%		29.9	%

Country	AMG TimesSquare International Small Cap Fund†			MSCI EAFE Small Cap Index
Luxembourg		1.5	%		0.0	%
Malaysia		1.1	%		0.0	%
Mexico		1.2	%		0.0	%
Netherlands		0.0	%		2.2	%
New Zealand		0.7	%		1.1	%
Norway		0.0	%		1.6	%
Portugal		0.0	%		0.4	%
Singapore		0.0	%		1.6	%
Spain		3.8	%		2.4	%
Sweden		6.2	%		5.4	%
Switzerland		1.6	%		4.9	%
Taiwan		0.5	%		0.0	%
United Kingdom		15.4	%		18.4	%
United States		3.0	%		0.0	%
		100.0	%		100.0	%

^†  As a percentage of total long-term investments as of June 30, 2017.

The accompanying notes are an integral part of these financial statements.

15

Notes to Schedules of Portfolio Investments (continued)

The following tables summarize the inputs used to value the Funds’ investments by the fair value hierarchy levels as of June 30, 2017: (See Note 1(a) in the Notes to Financial Statements.)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG TimesSquare Small Cap Growth Fund
Investments in Securities
Common Stocks†	$	1,073,122,038		—		—	$	1,073,122,038
Exchange Traded Funds		10,970,050		—		—		10,970,050
Short-Term Investments
Repurchase Agreements		—	$	125,130,950		—		125,130,950
Other Investment Companies		21,596,817		—		—		21,596,817
Total Investments in Securities	$	1,105,688,905	$	125,130,950		—	$	1,230,819,855
	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG TimesSquare Mid Cap Growth Fund
Investments in Securities
Common Stocks†	$	1,937,624,387		—		—	$	1,937,624,387
Short-Term Investments
Repurchase Agreements		—	$	39,382,908		—		39,382,908
Other Investment Companies		43,970,959		—		—		43,970,959
Total Investments in Securities	$	1,981,595,346	$	39,382,908		—	$	2,020,978,254

The accompanying notes are an integral part of these financial statements.

16

Notes to Schedules of Portfolio Investments (continued)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG TimesSquare International Small Cap Fund
Investments in Securities
Common Stocks
Industrials	$	20,904,665	$	49,992,750		—	$	70,897,415
Consumer Discretionary		11,870,831		57,160,034		—		69,030,865
Financials		7,551,786		60,317,539		—		67,869,325
Information Technology		—		31,576,981		—		31,576,981
Health Care		1,369,134		26,955,633		—		28,324,767
Materials		—		11,503,805		—		11,503,805
Consumer Staples		—		7,278,536		—		7,278,536
Telecommunication Services		—		2,434,871		—		2,434,871
Rights
Industrials		3,406,725		—		—		3,406,725
Warrants
Financials		74,659		—		—		74,659
Short-Term Investments
Repurchase Agreements		—		17,807,885		—		17,807,885
Other Investment Companies		9,370,864		—		—		9,370,864
Total Investments in Securities	$	54,548,664	$	265,028,034		—	$	319,576,698

^†  All common stocks held in the Funds are Level 1 securities. For a detailed breakout of the common stocks by major industry classification, please refer to the fund’s respective Schedule of Portfolio Investments.

As of June 30, 2017, AMG TimesSquare Small Cap Growth Fund and AMG TimesSquare Mid Cap Growth Fund had no transfers between levels from the beginning of the reporting period.

As of June 30, 2017, the AMG TimesSquare International Small Cap Fund had transfers between Level 1 and Level 2 as follows:

	Transfer into Level 11		Transfer out of Level 11			Transfer into Level 21		Transfer out of Level 21
Assets:
Common Stocks	$	5,504,641	$	(7,981,530	)	$	7,981,530	$	(5,504,641	)

¹ An external pricing service is used to reflect any significant market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets. (See Note 1(a) in the Notes to Financial Statements.)

INVESTMENT DEFINITIONS AND ABBREVIATIONS:

ADR: ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank. The value of the ADR securities is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADRs are initiated by the underlying foreign company.

REIT: Real Estate Investment Trust

The accompanying notes are an integral part of these financial statements.

17

Statement of Assets and Liabilities (unaudited)

June 30, 2017

	AMG TimesSquare Small Cap Growth Fund#		AMG TimesSquare Mid Cap Growth Fund#		AMG TimesSquare International Small Cap Fund#
Assets:
Investments at value* (including securities on loan valued at $121,876,891, $39,009,502 and $16,943,952, respectively)	$	1,105,688,905	$	1,981,595,346	$	301,768,813
Repurchase agreements at value**		125,130,950		39,382,908		17,807,885
Cash		252,099		—		1,043,228
Foreign currency***		—		—		612,549
Receivable for investments sold		1,866,969		26,875,395		76,897
Receivable for Fund shares sold		593,830		1,117,218		5,344,395
Dividends, interest and other receivables		506,804		447,947		266,597
Prepaid expenses		50,883		69,066		31,350
Receivable from affiliate		—		1,304		—
Total assets		1,234,090,440		2,049,489,184		326,951,714
Liabilities:
Payable to Custodian		—		302,950		—
Payable upon return of securities loaned		125,130,950		39,382,908		17,807,885
Payable for investments purchased		5,238,971		4,713,142		9,273,888
Payable for Fund shares repurchased		1,143,761		5,592,836		194,567
Payable for foreign capital gains tax		—		—		1,700
Accrued expenses:
Investment advisory and management fees		773,524		1,409,528		191,573
Administrative fees		136,504		248,740		34,309
Shareholder servicing fees - Class N		48,472		143,653		22,473
Shareholder servicing fees - Class I		357		—		929
Professional fees		21,555		24,667		21,681
Trustees fees and expenses		5,293		9,239		352
Other		137,492		318,840		59,335
Total liabilities		132,636,879		52,146,503		27,608,692
Net Assets	$	1,101,453,561	$	1,997,342,681	$	299,343,022
* Investments at cost	$	815,440,275	$	1,324,512,152	$	272,474,713
** Repurchase agreements at cost	$	125,130,950	$	39,382,908	$	17,807,885
*** Foreign currency at cost		—		—	$	612,917
# Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

The accompanying notes are an integral part of these financial statements.

18

Statement of Assets and Liabilities (continued)

	AMG TimesSquare Small Cap Growth Fund#			AMG TimesSquare Mid Cap Growth Fund#			AMG TimesSquare International Small Cap Fund#
Net Assets Represent:
Paid-in capital	$	741,920,091		$	1,184,515,929		$	268,580,484
Undistributed (distribution in excess of) net investment income		(2,519,253	)		(2,891,620	)		757,545
Accumulated net realized gain from investments		71,804,093			158,635,178			873,464
Net unrealized appreciation of investments and foreign currency translations		290,248,630			657,083,194			29,131,529
Net Assets	$	1,101,453,561		$	1,997,342,681		$	299,343,022
Class N Shares:
Net Assets	$	294,135,813		$	872,904,168		$	119,416,531
Shares outstanding		17,425,194			45,666,730			7,824,905
Net asset value, offering and redemption price per share	$	16.88		$	19.11		$	15.26
Class I Shares:
Net Assets	$	1,148,759		$	3,803,847		$	63,369,174
Shares outstanding		66,623			194,855			4,130,520
Net asset value, offering and redemption price per share	$	17.24		$	19.52		$	15.34
Class Z Shares:
Net Assets	$	806,168,989		$	1,120,634,666		$	116,557,317
Shares outstanding		46,742,203			57,399,146			7,594,198
Net asset value, offering and redemption price per share	$	17.25		$	19.52		$	15.35

^# Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

The accompanying notes are an integral part of these financial statements.

19

Statement of Operations (unaudited)

For the six months ended June 30, 2017

	AMG TimesSquare Small Cap Growth Fund#			AMG TimesSquare Mid Cap Growth Fund#			AMG TimesSquare International Small Cap Fund#
Investment Income:
Dividend income	$	3,282,556	1	$	6,593,954		$	2,170,464	2
Securities lending income		153,534			26,087			108,087
Interest income		330			328			108
Foreign withholding tax		—			(30,438	)		(188,269	)
Total investment income		3,436,420			6,589,931			2,090,390
Expenses:
Investment advisory and management fees		4,655,954			8,186,265			644,463
Shareholder servicing fees - Class N		308,101			845,759			73,472
Shareholder servicing fees - Class I		357			—			928
Administrative fees		821,639			1,444,635			128,892
Trustees fees and expenses		50,009			87,629			4,991
Professional fees		46,532			71,311			20,128
Custodian fees		43,850			67,835			28,373
Registration fees		37,819			41,436			28,056
Reports to shareholders		16,322			91,839			2,201
Transfer agent fees		14,968			31,098			1,305
Miscellaneous		12,169			22,911			2,276
Repayments for prior reimbursements		—			—			42,806
Total expenses before offsets/reductions		6,007,720			10,890,718			977,891
Expense reductions		(52,047	)		(117,836	)		—
Fee waivers		—			(6,805	)		—
Net expenses		5,955,673			10,766,077			977,891
Net investment income (loss)		(2,519,253	)		(4,176,146	)		1,112,499
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		63,845,659			127,838,866			1,836,949
Net realized loss on foreign currency transactions		—			—			(141,993	)
Net change in unrealized appreciation (depreciation) of investments		32,354,334			74,260,536			29,069,947
Net change in unrealized appreciation (depreciation) on foreign currency translations		—			—			(160,293	)
Net realized and unrealized gain		96,199,993			202,099,402			30,604,610
Net increase in net assets resulting from operations	$	93,680,740		$	197,923,256		$	31,717,109

^# Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

¹ Includes non-recurring dividends of $839,719.

² Includes non-recurring dividends of $169,721.

The accompanying notes are an integral part of these financial statements.

20

Statements of Changes in Net Assets

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016

	AMG TimesSquare Small Cap Growth Fund#						AMG TimesSquare Mid Cap Growth Fund#						AMG TimesSquare International Small Cap Fund#
	June 30, 2017			December 31, 2016			June 30, 2017			December 31, 2016			June 30, 2017		December 31, 2016
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment income (loss)	$	(2,519,253	)	$	(2,593,094	)	$	(4,176,146	)	$	(4,685,602	)	$	1,112,499	$	932,068
Net realized gain on investments and foreign currency transactions		63,845,659			34,814,636			127,838,866			117,616,326			1,694,956		448,859
Net change in unrealized appreciation (depreciation) of investments and foreign currency translations		32,354,334			52,634,807			74,260,536			15,748,430			28,909,654		(2,709,017	)
Net increase (decrease) in net assets resulting from operations		93,680,740			84,856,349			197,923,256			128,679,154			31,717,109		(1,328,090	)
Distributions to Shareholders: From net investment income:
Class N		—			(604,904	)		—			—			—		(151,174	)
Class I		—			—			—			—			—		—
Class Z		—			(2,833,145	)		—			(498,842	)		—		(625,160	)
From net realized gain on investments:
Class N		—			(10,046,501	)		—			(45,144,770	)		—		(358,289	)
Class I		—			—			—			—			—		—
Class Z		—			(24,334,444	)		—			(57,720,001	)		—		(1,276,271	)
Total distributions to shareholders		—			(37,818,994	)		—			(103,363,613	)		—		(2,410,894	)
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		(72,120,289	)		(46,497,760	)		(42,251,773	)		(334,049,896	)		139,228,720		101,680,176
Total increase (decrease) in net assets		21,560,451			(539,595	)		155,671,483			(308,734,355	)		170,945,829		97,941,192
Net Assets:
Beginning of period		1,079,893,110			1,079,353,515			1,841,671,198			2,150,405,553			128,397,193		30,456,001
End of period	$	1,101,453,561		$	1,079,893,110		$	1,997,342,681		$	1,841,671,198		$	299,343,022	$	128,397,193
End of period undistributed (distribution in excess of) net investment income	$	(2,519,253	)		—		$	(2,891,620	)	$	1,284,526		$	757,545	$	(354,954	)

^# Effective October 1, 2016, and February 27, 2017, the Fund’s share classes were renamed or redesignated as described in Note 1 of the Notes to the Financial Statements.

¹ See Note 1(g) of the Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements.

21

AMG TimesSquare Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each period

	For the six
	months ended			For the year ended December 31,
	June 30, 2017#
Class N	(unaudited)			2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	15.52		$	14.84		$	16.44		$	17.80		$	12.82		$	12.59
Income (Loss) from Investment Operations:
Net investment loss1,2		(0.05	)5		(0.06	)6		(0.10	)7		(0.08	)8		(0.10	)9		(0.04	)10
Net realized and unrealized gain (loss) on investments		1.41			1.28			0.27			(0.40	)		6.18			1.65
Total income (loss) from investment operations		1.36			1.22			0.17			(0.48	)		6.08			1.61
Less Distributions to Shareholders from:
Net investment income		—			(0.03	)		—			—			—			—
Net realized gain on investments		—			(0.51	)		(1.77	)		(0.88	)		(1.10	)		(1.38	)
Total distributions to shareholders		—			(0.54	)		(1.77	)		(0.88	)		(1.10	)		(1.38	)
Net Asset Value, End of Period	$	16.88		$	15.52		$	14.84		$	16.44		$	17.80		$	12.82
Total Return2		8.76	%18		8.20	%		0.90	%		(2.78	)%		47.44	%		12.95	%
Ratio of net expenses to average net assets3		1.24	%19		1.23	%		1.22	%		1.19	%		1.19	%12		1.14	%13
Ratio of gross expenses to average net assets4		1.24	%19		1.24	%		1.23	%		1.22	%		1.20	%12		1.17	%13
Ratio of net investment loss to average net assets2		(0.60	)%19		(0.38	)%		(0.60	)%		(0.47	)%		(0.63	)%12		(0.27	)%13
Portfolio turnover		31	%18		62	%		71	%		48	%		61	%		65	%
Net assets at end of period (000’s omitted)	$	294,136		$	313,713		$	272,609		$	320,512		$	351,132		$	133,093

	For the period ended
	June 30, 2017
Class I	(unaudited)*
Net Asset Value, Beginning of Period	$	16.52
Income (Loss) from Investment Operations:
Net investment loss1,2		(0.02	)5
Net realized and unrealized gain on investments		0.74
Total income from investment operations		0.72
Net Asset Value, End of Period	$	17.24
Total Return2		4.36	%18
Ratio of net expenses to average net assets3		1.13	%19
Ratio of gross expenses to average net assets4		1.14	%19
Ratio of net investment income to average net assets2		(0.39	)%19
Portfolio turnover		31	%18
Net assets at end of period (000’s omitted)	$	1,149

22

AMG TimesSquare Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each period

	For the six
	months ended			For the years ended December 31,
	June 30, 2017#
Class Z	(unaudited)			2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	15.84		$	15.14		$	16.75		$	18.08		$	13.00		$	12.76
Income (Loss) from Investment Operations:
Net investment loss1,2		(0.03	)5		(0.03	)6		(0.07	)7		(0.05	)8		(0.08	)9		(0.02	)10
Net realized and unrealized gain (loss) on investments		1.44			1.31			0.26			(0.39	)		6.28			1.66
Total income (loss) from investment operations		1.41			1.28			0.19			(0.44	)		6.20			1.64
Less Distributions to Shareholders from:
Net investment income		—			(0.06	)		—			—			—			—
Net realized gain on investments		—			(0.52	)		(1.80	)		(0.89	)		(1.12	)		(1.40	)
Total distributions to shareholders		—			(0.58	)		(1.80	)		(0.89	)		(1.12	)		(1.40	)
Net Asset Value, End of Period	$	17.25		$	15.84		$	15.14		$	16.75		$	18.08		$	13.00
Total Return2		8.90	%18		8.45	%		1.03	%		(2.48	)%		47.69	%		13.01	%11
Ratio of net expenses to average net assets3		1.04	%19		1.03	%		1.02	%		1.01	%		1.06	%12		1.03	%13
Ratio of gross expenses to average net assets4		1.04	%19		1.04	%		1.03	%		1.04	%		1.07	%12		1.06	%13
Ratio of net investment loss to average net assets2		(0.40	)%19		(0.20	)%		(0.40	)%		(0.29	)%		(0.53	)%12		(0.12	)%13
Portfolio turnover		31	%18		62	%		71	%		48	%		61	%		65	%
Net assets at end of period (000’s omitted)	$	806,169		$	766,180		$	806,745		$	768,312		$	896,706		$	665,011

23

AMG TimesSquare Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout each period

	For the six
	months ended			For the years ended December 31,
	June 30, 2017#
Class N	(unaudited)			2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	17.26		$	17.02		$	18.24		$	18.23		$	14.87		$	13.21
Income (Loss) from Investment Operations:
Net investment loss1,2		(0.05	)		(0.06	)6		(0.07	)7		(0.06	)8		(0.07	)9		(0.05	)10
Net realized and unrealized gain on investments		1.90			1.31			0.17			1.00			5.47			2.48
Total income from investment operations		1.85			1.25			0.10			0.94			5.40			2.43
Less Distributions to Shareholders from:
Net realized gain on investments		—			(1.01	)		(1.32	)		(0.93	)		(2.04	)		(0.77	)
Net Asset Value, End of Period	$	19.11		$	17.26		$	17.02		$	18.24		$	18.23		$	14.87
Total Return2		10.72	%18		7.26	%		0.49	%		5.12	%		36.43	%		18.44	%
Ratio of net expenses to average net assets14		1.24	%19		1.23	%		1.22	%		1.22	%		1.24	%15		1.26	%16
Ratio of gross expenses to average net assets4		1.24	%19		1.24	%		1.23	%		1.24	%		1.25	%15		1.27	%16
Ratio of net investment loss to average net assets2		(0.55	)%19		(0.36	)%		(0.37	)%		(0.34	)%		(0.38	)%15		(0.36	)%16
Portfolio turnover		28	%18		47	%		47	%		43	%		54	%		42	%
Net assets at end of period (000’s omitted)	$	872,904		$	815,473		$	867,245		$	916,541		$	1,214,525		$	663,656

	For the period ended
	June 30, 2017
Class I	(unaudited)*
Net Asset Value, Beginning of Period	$	18.73
Income (Loss) from Investment Operations:
Net investment loss1,2		(0.02	)
Net realized and unrealized gain on investments		0.81
Total income from investment operations		0.79
Net Asset Value, End of Period	$	19.52
Total Return2		4.22	%18
Ratio of net expenses to average net assets14		1.03	%19
Ratio of gross expenses to average net assets4		1.04	%19
Ratio of net investment loss to average net assets2		(0.35	)%19
Portfolio turnover		28	%18
Net assets at end of period (000’s omitted)	$	3,804

24

AMG TimesSquare Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout each period

	For the six
	months ended			For the years ended December 31,
	June 30, 2017#
Class Z	(unaudited)			2016##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	17.61		$	17.33		$	18.54		$	18.49		$	15.05		$	13.34
Income (Loss) from Investment Operations:
Net investment loss1,2		(0.03	)		(0.03	)6		(0.03	)7		(0.02	)8		(0.03	)9		(0.02	)10
Net realized and unrealized gain on investments		1.94			1.35			0.16			1.02			5.54			2.51
Total income from investment operations		1.91			1.32			0.13			1.00			5.51			2.49
Less Distributions to Shareholders from:
Net investment income		—			(0.01	)		—			—			—			—
Net realized gain on investments		—			(1.03	)		(1.34	)		(0.95	)		(2.07	)		(0.78	)
Total distributions to shareholders		—			(1.04	)		(1.34	)		(0.95	)		(2.07	)		(0.78	)
Net Asset Value, End of Period	$	19.52		$	17.61		$	17.33		$	18.54		$	18.49		$	15.05
Total Return2		10.85	%18		7.53	%		0.67	%		5.34	%		36.72	%		18.71	%
Ratio of net expenses to average net assets14		1.04	%19		1.03	%		1.02	%		1.03	%		1.04	%15		1.06	%16
Ratio of gross expenses to average net assets4		1.04	%19		1.04	%		1.03	%		1.04	%		1.05	%15		1.07	%16
Ratio of net investment loss to average net assets2		(0.35	)%19		(0.16	)%		(0.17	)%		(0.12	)%		(0.17	)%15		(0.16	)%16
Portfolio turnover		28	%18		47	%		47	%		43	%		54	%		42	%
Net assets at end of period (000’s omitted)	$	1,120,635		$	1,026,198		$	1,283,161		$	1,542,214		$	1,319,016		$	952,858

25

AMG TimesSquare International Small Cap Fund

Financial Highlights

For a share outstanding throughout each period

	For the six
	months ended			For the years ended December 31,
	June 30, 2017#
Class N	(unaudited)			2016##			2015			2014			2013**
Net Asset Value, Beginning of Period	$	12.35		$	12.65		$	11.79		$	11.98		$	10.00
Income (Loss) from Investment Operations:
Net investment income1,2		0.08	5		0.04			0.05			0.11			0.11	9
Net realized and unrealized gain (loss) on investments		2.83			(0.11	)		1.43			0.11			2.35
Total income (loss) from investment operations		2.91			(0.07	)		1.48			0.22			2.46
Less Distributions to Shareholders from:
Net investment income		—			(0.07	)		(0.17	)		(0.14	)		(0.21	)
Net realized gain on investments		—			(0.16	)		(0.45	)		(0.27	)		(0.09	)
Paid-in capital		—			—			—			—			(0.18	)
Total distributions to shareholders		—			(0.23	)		(0.62	)		(0.41	)		(0.48	)
Net Asset Value, End of Period	$	15.26		$	12.35		$	12.65		$	11.79		$	11.98
Total Return2		23.56	%18		(0.55	)%		12.51	%		1.89	%11		24.77	%11,18
Ratio of net expenses to average net assets		1.30	%19		1.30	%		1.30	%		1.30	%		1.08	%17,19
Ratio of gross expenses to average net assets4		1.30	%19		1.39	%		1.59	%		4.47	%		8.50	%17,19
Ratio of net investment income to average net assets2		1.13	%19		0.32	%		0.37	%		0.90	%		0.97	%17,19
Portfolio turnover		51	%18		58	%		95	%		61	%		58	%18
Net assets at end of period (000’s omitted)	$	119,417		$	28,864		$	337		$	33		$	19

	For the period
	ended
	June 30, 2017
Class I	(unaudited)*
Net Asset Value, Beginning of Period	$	13.18
Income from Investment Operations:
Net investment income1,2		0.07	5
Net realized and unrealized gain on investments		2.09
Total income from investment operations		2.16
Net Asset Value, End of Period	$	15.34
Total Return2		16.39	%18
Ratio of net expenses to average net assets		1.07	%19
Ratio of gross expenses to average net assets4		1.07	%19
Ratio of net investment income to average net assets2		1.38	%19
Portfolio turnover		51	%18
Net assets at end of period (000’s omitted)	$	63,369

26

AMG TimesSquare International Small Cap Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017# (unaudited)			For the years ended December 31,
Class Z				2016##			2015			2014			2013**
Net Asset Value, Beginning of Period	$	12.41		$	12.69		$	11.82		$	11.98		$	10.00
Income (Loss) from Investment Operations:
Net investment income1,2		0.10	5		0.28			0.13			0.14			0.10	9
Net realized and unrealized gain (loss) on investments		2.84			(0.32	)		1.38			0.12			2.36
Total income (loss) from investment operations		2.94			(0.04	)		1.51			0.26			2.46
Less Distributions to Shareholders from:
Net investment income		—			(0.08	)		(0.19	)		(0.14	)		(0.21	)
Net realized gain on investments		—			(0.16	)		(0.45	)		(0.28	)		(0.09	)
Paid-in capital		—			—			—			—			(0.18	)
Total distributions to shareholders		—			(0.24	)		(0.64	)		(0.42	)		(0.48	)
Net Asset Value, End of Period	$	15.35		$	12.41		$	12.69		$	11.82		$	11.98
Total Return2		23.69	%18		(0.29	)%		12.78	%		2.15	%11		24.77	%11,18
Ratio of net expenses to average net assets		1.05	%19		1.05	%		1.05	%		1.05	%		1.07	%17,18
Ratio of gross expenses to average net assets4		1.05	%19		1.19	%		1.30	%		4.17	%		8.05	%17,18
Ratio of net investment income to average net assets2		1.38	%19		2.23	%		1.04	%		1.13	%		0.88	%17,18
Portfolio turnover		51	%18		58	%		95	%		61	%		58	%18
Net assets at end of period (000’s omitted)	$	116,557		$	99,533		$	30,119		$	3,045		$	2,768

27

Notes to Financial Highlights (unaudited)

The following footnotes should be read in conjunction with the Financial Highlights of the Funds previously presented in this report.

^#  Effective February 27, 2017, the Class I and Class S of AMG TimesSquare Small Cap Fund, AMG TimesSquare Mid Cap Growth Fund and AMG TimesSquare International Small Cap Fund were renamed Class Z and Class N, respectively.

^##  Effective October 1, 2016, the Institutional Class and Premier Class of AMG TimesSquare Small Cap Fund, AMG TimesSquare Mid Cap Growth Fund and AMG TimesSquare International Small Cap Fund were renamed Class I and Class S, respectively.

^*  Commencement of operations was on February 27, 2017.

^**  Commencement of operations was on January 2, 2013.

¹  Per share numbers have been calculated using average shares.

²  Total returns and net investment income would have been lower had certain expenses not been offset.

³  Includes reduction from broker recapture amounting to less than 0.01% for the six months ended 2017, 0.01%, 0.01%, 0.03%, 0.01 and 0.02% for the years ended 2016, 2015, 2014, 2013 and 2012, respectively.

⁴  Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Notes 1(c) and 2 in the Notes to Financial Statements.)

⁵  Includes non-recurring dividends. Without these dividends, net investment (loss) would have been $(0.06), $(0.04) and $(0.04) for AMG TimeSquare Small Cap Growth Fund’s Class N, Class I and Class Z, respectively, and net investment income would have been $0.07, $0.06 and $0.09 for AMG TimeSquare International Small Cap Fund’s Class N, Class I and Class Z, respectively.

⁶  Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.08) and $(0.05) for AMG TimeSquare Small Cap Growth Fund’s Class N and Class Z, respectively, and $(0.07) and $(0.04) for AMG TimeSquare Mid Cap Growth Fund’s Class N and Class Z, respectively.

⁷  Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.12) and $(0.09) for AMG TimesSquare Small Cap Growth Fund’s Class N and Class Z, respectively, and $(0.08) and $(0.04) for AMG TimesSquare Mid Cap Growth Fund’s Class N and Class Z, respectively.

⁸  Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.12) and $(0.10) for AMG TimesSquare Small Cap Growth Fund’s Class N and Class Z, respectively, and $(0.08) and $(0.04) for AMG TimesSquare Mid Cap Growth Fund’s Class N and Class Z, respectively.

⁹  Includes non-recurring dividends. Without these dividends, net investment income (loss) per share would have been $(0.11) and $(0.09) for the AMG TimesSquare Small Cap Fund’s Class N and Class Z, respectively, $(0.10) and $(0.06) for AMG TimesSquare Mid Cap Growth Fund’s Class N and Class Z, respectively, and $0.10 and $0.09 for AMG TimesSquare International Small Cap Fund’s Class N and Class Z, respectively.

¹⁰  Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.08) and $(0.06) for AMG TimesSquare Small Cap Growth Fund’s Class N and Class Z, respectively, and $(0.06) and $(0.04) for AMG TimesSquare Mid Cap Growth Fund’s Class N and Class Z, respectively.

¹¹  The Total Return is based on the Financial Statement Net Asset Values as shown in the Financial Highlights.

¹²  Includes non-routine extraordinary expenses amounting to 0.017% and 0.018% of average net assets for the Class N and Class Z, respectively.

¹³  Includes non-routine extraordinary expenses amounting to 0.003% and 0.004% of average net assets for the Class N and Class Z, respectively.

¹⁴  Includes reduction from broker recapture amounting to less than 0.01% for the six months ended 2017, and 0.01% for each year ended 2016, 2015, 2014, 2013 and 2012, respectively.

¹⁵  Includes non-routine extraordinary expenses amounting to 0.019% and 0.019% of average net assets for the Class N and Class Z, respectively.

¹⁶  Includes non-routine extraordinary expenses amounting to 0.004% and 0.004% of average net assets for the Class N and Class Z, respectively.

¹⁷  Includes non-routine extraordinary expenses amounting to 0.028% and 0.020% of average net assets for the Class N and Class Z, respectively.

¹⁸  Not annualized.

¹⁹  Annualized.

28

Notes to Financial Statements (unaudited)

June 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds (the “Trust”) is an open-end management investment company, organized as a Massachusetts business trust, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are: AMG TimesSquare Small Cap Growth Fund (“Small Cap”), AMG TimesSquare Mid Cap Growth Fund (“Mid Cap”) and AMG TimesSquare International Small Cap Fund (“International Small Cap”), each a “Fund” and collectively the “Funds.”

Each Fund offers different classes of shares, which, effective October 1, 2016, were renamed. Each Fund previously offered Institutional Class shares and Premier Class shares which were renamed to Class I and Class S, respectively. Effective February 27, 2017, Class I and Class S shares were renamed to Class Z and Class N, respectively, and each Fund added Class I shares. Each class represents an interest in the same assets of the respective Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

Small Cap is closed to new investors. Please refer to a current prospectus for additional information.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. VALUATION OF INVESTMENTS

Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in the over-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third-party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from the AMG Funds LLC (“Investment Manager”) are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each individual price exceeds a pre-established confidence level.

U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value

29

Notes to Financial Statements (continued)

measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.

b. SECURITY TRANSACTIONS

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date, and if after the fact, as soon as the Fund becomes aware of the ex-dividend date, except for Korean securities where dividends are recorded on confirmation date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Upon notification from issuers, distributions received from a real estate investment trust (“REIT”) may be redesignated as a reduction of cost of investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are

apportioned among the funds in the Trust and other trusts within the AMG Funds family of mutual funds (collectively the “AMG Funds family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized gains and losses, the common expenses of each Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

The following Funds had certain portfolio trades directed to various brokers, under a brokerage recapture program. Credits received from the brokerage recapture program are earned and paid on a monthly basis, and are recorded as expense offsets, which serve to reduce the Fund’s overall expense ratio. For the six months ended June 30, 2017, the impact on the expense ratios, if any, were as follows: Small Cap - $52,047 or 0.01% and Mid Cap - $117,836 or 0.01%.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December, as described in the Funds’ prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are due to a net operating loss, partnerships, redemptions in kind, foreign currency and a reclassification of short-term gain dividends paid to ordinary income. Temporary differences are due to differing treatments for losses deferred due to excise tax regulations, mark-to market on passive foreign investment companies, partnerships, non-taxable dividends received and wash sales.

30

Notes to Financial Statements (continued)

e. FEDERAL TAXES

Each Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2016, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of June 30, 2017, the Funds had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Funds incur net capital losses for the year ended December 31, 2017, such amounts may be used to offset future realized capital gains, for an unlimited time period.

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation. International Small Cap will deduct a 2.00% redemption fee from the proceeds of any redemption (including a redemption by exchange) of shares if the redemption occurs within 60 days of the purchase of those shares. For six months ended June 30, 2017, International Small Cap had redemption fees amounting to $16,166. This amount is netted against the cost of shares repurchased in the Statements of Changes in Net Assets.

For the year ended December 31, 2016, Small Cap transferred securities and cash to certain shareholders in connection with redemptions in-kind transactions in the amount of $24,588,173. For the purposes of U.S. GAAP, these transactions were treated as a sale of securities and the resulting gains and losses were recognized based on the market value of the securities on the date of the transfer. For tax purposes, no gains or losses were recognized.

31

Notes to Financial Statements (continued)

For the six months ended June 30, 2017 (unaudited) and the year ended December 31 2016, the capital stock transactions by class for the Funds were as follows:

	Small Cap												Mid Cap
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		1,082,326		$	17,571,133			5,592,307		$	84,952,891			3,212,995		$	59,013,778			7,707,833		$	135,693,246
Reinvestment of distributions		—			—			677,811			10,648,411			—			—			2,576,404			45,035,548
Cost of shares repurchased		(3,873,642	)		(63,529,454	)		(4,427,620	)		(66,407,791	)		(4,806,077	)		(88,286,713	)		(13,987,697	)		(238,278,283	)
Net increase (decrease)		(2,791,316	)	$	(45,958,321	)		1,842,498		$	29,193,511			(1,593,082	)	$	(29,272,935	)		(3,703,460	)	$	(57,549,489	)
Class I:
Proceeds from sale of shares		92,087		$	1,522,646			—			—			209,616		$	4,019,079			—			—
Reinvestment of distributions		—			—			—			—			—			—			—			—
Cost of shares repurchased		(25,464	)		(419,205	)		—			—			(14,761	)		(274,957	)		—			—
Net increase		66,623		$	1,103,441			—			—			194,855		$	3,744,122			—			—
Class Z:
Proceeds from sale of shares		2,146,441		$	35,354,794			6,088,679		$	91,368,839			7,826,708		$	147,223,572			10,615,583		$	186,097,528
Reinvestment of distributions		—			—			1,662,923			26,656,660			—			—			3,051,896			54,445,814
Cost of shares repurchased		(3,775,180	)		(62,620,203	)		(12,656,348	)		(193,716,770	)1		(8,712,243	)		(163,946,532	)		(29,433,072	)		(517,043,749	)
Net decrease		(1,628,739	)	$	(27,265,409	)		(4,904,746	)	$	(75,691,271	)		(885,535	)	$	(16,722,960	)		(15,765,593	)	$	(276,500,407	)

¹  Includes redemptions in-kind in the amount of $24,588,173.

	International Small Cap
	2017						2016
	Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		5,889,840		$	86,047,550			2,365,243		$	29,747,163
Reinvestment of distributions		—			—			39,991			491,094
Cost of shares repurchased		(401,488	)		(6,003,246	)		(95,293	)		(1,209,993	)
Net increase		5,488,352		$	80,044,304			2,309,941		$	29,028,264
Class I:
Proceeds from sale of shares		4,140,208		$	63,204,557			—			—
Reinvestment of distributions		—			—			—			—
Cost of shares repurchased		(9,688	)		(141,983	)		—			—
Net increase		4,130,520		$	63,062,574			—			—
Class Z:
Proceeds from sale of shares		1,700,816		$	24,429,686			5,827,696		$	75,012,299
Reinvestment of distributions		—			—			153,981			1,898,583
Cost of shares repurchased		(2,128,037	)		(28,307,844	)		(333,427	)		(4,258,970	)
Net increase (decrease)		(427,221	)	$	(3,878,158	)		5,648,250		$	72,651,912

32

Notes to Financial Statements (continued)

At June 30, 2017, certain unaffiliated shareholders of record, including omnibus accounts, individually or collectively held greater than 10% of the net assets of the Funds as follows: Small Cap - three own 51%; Mid Cap - three own 66%; International Small Cap - five own 80%. Transactions by these shareholders may have a material impact on their respective Funds.

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party repurchase agreements for temporary cash management purposes and joint third-party repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Funds participate on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At June 30, 2017, the market value of Repurchase Agreements outstanding for Small Cap, Mid Cap and International Small Cap were $125,130,950, $39,382,908 and $17,807,885, respectively.

i. FOREIGN CURRENCY TRANSLATION

The books and records of the Funds are maintained in U.S. dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based on currency exchange rates prevailing on the respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holdings of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions and forward foreign currency exchange contracts; and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

The Funds do not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

j. FOREIGN SECURITIES

The Funds invest in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient

trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity. A Fund’s investments in emerging market countries are exposed to additional risks. A Fund’s performance will be influenced by political, social and economic factors affecting companies in emerging market countries. Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries.

Realized gains in certain countries may be subject to foreign taxes at the Fund level and would pay such foreign taxes at the appropriate rate for each jurisdiction.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by TimesSquare Capital Management, LLC (“TimesSquare”) who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in TimesSquare.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. Effective October 1, 2016, the Funds’ investment management fees are paid at the following annual rate of each Fund’s respective average daily net assets:

Small Cap	0.85	%
Mid Cap	0.85	%
International Small Cap	0.75	%

Prior to October 1, 2016, the annual rate for the investment management fees was 1.00%, 1.00% and 0.90% of the Fund’s average daily net assets of Small Cap, Mid Cap and International Small Cap, respectively.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) to the following percentages of Small Cap, Mid Cap and International Small Cap Funds’ average daily net assets subject to later reimbursement by the Funds in certain circumstances:

33

Notes to Financial Statements (continued)

	Small Cap			Mid Cap			International Small Cap
Class N		1.25	%		1.24	%		1.30	%
Class I		1.15	%		1.14	%		1.15	%
Class Z		1.05	%		1.04	%		1.05	%

The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.

In general, for a period of up to 36 months, the Investment Manager may recover from each Fund, fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount.

At June 30, 2017, International Small Cap’s expiration of recoupment is as follows:

Expiration Period	International Small Cap
Less than 1 year	$	64,660
Within 2 years		81,805
Within 3 years		31,332
Total Amount Subject to Recoupment	$	177,797

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments Mid Cap has made in the JPMorgan Liquid Assets Money Market Fund, Capital Shares and JPMorgan U.S. Government Money Market Fund. For the six months ended June 30, 2017, the investment management fee for Mid Cap was reduced by $6,805 or less than 0.01%.

The Trust, on behalf of the Funds, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund as further described in each Fund’s prospectus. Effective October 1, 2016, each Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service. Prior to October 1, 2016, the Investment Manager was reimbursed by the Funds’ subadviser for providing a variety of administrative services to the Funds.

Effective July 1, 2017, the Investment Manager has contractually agreed, through at least June 30, 2018, to waive the International Small Cap’s administration fee by 0.01%, from 0.15% to 0.14%. The waiver may only be

terminated in the event the Investment Manager or a successor ceases to be the administrator of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.

The Funds are distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.

Effective October 1, 2016, for Class N shares and effective February 27, 2017, for Class I shares of each Fund, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to each financial intermediary such as broker-dealers (including fund supermarket platforms), banks, and trust companies that provide shareholder recordkeeping, account servicing and other services. There are no shareholder servicing fees authorized for Class Z. Class N and Class I shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of the Class’s average daily net assets as shown in the table below.

The impact on the annualized expense ratios for the six months ended June 30, 2017, were as follows:

Fund	Maximum Amount Approved			Actual Amount Incurred
Small Cap
Class N		0.20	%		0.20	%
Class I		0.10	%		0.10	%
Mid Cap
Class N		0.20	%		0.20	%
Class I		0.10	%		0.00	%
International Small Cap
Class N		0.25	%		0.25	%
Class I		0.10	%		0.02	%

The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds family. The Trustees of the Trust who are not affiliated with an Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

34

Notes to Financial Statements (continued)

The Securities and Exchange Commission (the “SEC”) has granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended June 30, 2017, the following Funds either borrowed from or lent to other funds in the AMG Funds family: Small Cap lent $3,401,279 for two days earning interest of $328, Mid Cap lent $2,203,352 for four days earning interest of $330, and International Small Cap lent a maximum of $1,099,360 for two days earning interest of $108. The interest amount is included in the Statement of Operations as interest income. International Small Cap borrowed a maximum of $22,802,753 for two days paying interest of $1,242. The interest expense amount is included in the Statement of Operations as miscellaneous expense. At June 30, 2017, the Funds had no interfund loans outstanding.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended June 30, 2017, were as follows:

	Long-Term Securities
Fund	Purchases		Sales
Small Cap	$	330,620,886	$	361,838,308
Mid Cap		529,600,247		582,302,020
International Small Cap		226,797,599		89,476,404

The Funds had no purchases or sales of U.S. Government Obligations during the six months ended June 30, 2017.

4. PORTFOLIO SECURITIES LOANED

The Funds participate in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements. BNYM bears

the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

At June 30, 2017, the value of the securities loaned and cash collateral received, were as follows.

Fund	Securities Loaned		Cash Collateral Received
Small Cap	$	121,876,891	$	125,130,950
Mid Cap		39,009,502		39,382,908
International Small Cap		16,943,952		17,807,885

5. COMMITMENTS AND CONTINGENCIES

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.

6. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Funds do not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4.

35

Notes to Financial Statements (continued)

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of June 30, 2017:

			Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments		Cash Collateral Received		Net Amount
Small Cap
BNP Paribas S.A.	$	4,011,037	$	4,011,037		—		—
Cantor Fitzgerald Securities, Inc.		29,719,519		29,719,519		—		—
Daiwa Capital Markets America		29,719,519		29,719,519		—		—
HSBC Securities USA, Inc.		4,882,317		4,882,317		—		—
Jefferies LLC		2,397,976		2,397,976		—		—
Nomura Securities International, Inc.		24,600,582		24,600,582		—		—
State of Wisconsin Investment Board		29,800,000		29,800,000		—		—
Totals	$	125,130,950	$	125,130,950		—		—
Mid Cap
BNP Paribas S.A.	$	1,263,475	$	1,263,475		—		—
Cantor Fitzgerald Securities, Inc.		9,353,723		9,353,723		—		—
Daiwa Capital Markets America		9,353,723		9,353,723		—		—
HSBC Securities USA, Inc.		1,537,928		1,537,928		—		—
Jefferies LLC		755,361		755,361		—		—
Nomura Securities International, Inc.		7,764,998		7,764,998		—		—
State of Wisconsin Investment Board		9,353,700		9,353,700		—		—
Totals	$	39,382,908	$	39,382,908		—		—
International Small Cap
BNP Paribas S.A.	$	571,309	$	571,309		—		—
Cantor Fitzgerald Securities, Inc.		4,229,516		4,229,516		—		—
Daiwa Capital Markets America		4,229,516		4,229,516		—		—
HSBC Securities USA, Inc.		695,409		695,409		—		—
Jefferies LLC		341,554		341,554		—		—
Nomura Securities International, Inc.		3,511,081		3,511,081		—		—
State of Wisconsin Investment Board		4,229,500		4,229,500		—		—
Totals	$	17,807,885	$	17,807,885		—		—

7. REGULATORY UPDATES

On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X which sets forth the form and content of financial statements. Management has evaluated the implications of adopting these amendments and has determined there is no material impact on the financial statements and accompanying notes.

8. SUBSEQUENT EVENTS

The Funds have determined that no material events or transactions occurred through the issuance date of the Funds’ financial statements, which require an additional disclosure in or adjustment of the Funds’ financial statements.

36

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

AMG TimesSquare Mid Cap Growth Fund, AMG TimesSquare Small Cap Growth Fund and AMG TimesSquare International Small Cap Fund: Approval of Investment Management and Subadvisory Agreements on June 28-29, 2017.

At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for each of AMG TimesSquare Mid Cap Growth Fund, AMG TimesSquare Small Cap Growth Fund and AMG TimesSquare International Small Cap Fund (each, a “Fund,” and collectively, the “Funds”) and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 (collectively, the “Investment Management Agreement”) and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, with the Subadviser with respect to each Fund (collectively, the “Subadvisory Agreements”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreement and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for each Fund (each, a “Peer Group”), performance information for the relevant benchmark index for each Fund (each, a “Fund Benchmark”) and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadviser under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing

information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreement; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT AND QUALITY OF SERVICES.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreement and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the Investment Manager’s oversight of the performance by the Subadviser of its portfolio management duties; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to each Fund, including without limitation, analysis and review of portfolio and

other compliance matters and review of the Subadviser’s investment performance with respect to each Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trust in developing and reviewing information with respect to the initial approval of the Subadvisory Agreement and annual consideration of the Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to or replacements of the Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain a contractual expense limitation for each Fund. The Trustees also considered the Investment Manager’s risk management processes.

37

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

The Trustees also reviewed information relating to the Subadviser’s financial condition, operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding the Subadviser’s organizational and management structure and the Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at the Subadviser with portfolio management responsibility for each Fund, including the information set forth in the Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by the Subadviser in the past; (b) the qualifications and experience of the Subadviser’s personnel; and (c) the Subadviser’s compliance program. The Trustees also took into account the financial condition of the Subadviser with respect to its ability to provide the services required under the Subadvisory Agreement. The Trustees also considered the Subadviser’s risk management processes.

PERFORMANCE.

As noted above, the Board considered each Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board was mindful of the Investment Manager’s attention to monitoring the

Subadviser’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.

With respect to AMG TimesSquare Mid Cap Growth Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class Z shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, above, above and above, respectively, the median performance for the Peer Group and above, below, below and above, respectively, the performance of the Fund Benchmark, the Russell^® Midcap Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent underperformance relative to its Peer Group. The Trustees also took into account the fact that Class Z shares of the Fund ranked in the second quintile relative to its Peer Group for the 5-year and 10-year periods and in the second quartile relative to its Peer Group for the 3-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

With respect to AMG TimesSquare Small Cap Growth Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class Z shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, below, above and above, respectively, the median performance for the Peer Group and below, below, below and above, respectively, the performance of the Fund Benchmark, the Russell 2000^® Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance relative to its Peer Group and Fund Benchmark. The Trustees noted that Class Z shares of the Fund ranked in the top decile relative to its Peer Group for the 10-year period, in the

second quintile relative to its Peer Group for the 5-year period, and in the third quintile relative to its Peer Group for the 3-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

With respect to AMG TimesSquare International Small Cap Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class Z shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year and 3-year periods ended March 31, 2017 and for the period from the Fund’s inception on January 2, 2013 through March 31, 2017 was above the median performance for the Peer Group and below, above and above, respectively, the performance of the Fund Benchmark, the MSCI EAFE Small Cap Index. The Trustees noted that Class Z shares of the Fund ranked in the top decile relative to its Peer Group for the 3-year period and the period from the Fund’s inception through March 31, 2017. The Trustees concluded that the Fund’s performance has been satisfactory.

ADVISORY AND SUBADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as Investment Manager and sponsor of the Funds and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees also noted any payments that were made from the Subadviser to

38

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

the Investment Manager, and any other payments made or to be made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset level of each Fund, and the impact on profitability of both the current asset levels and any future growth of assets of the Funds.

In considering the cost of services to be provided by the Investment Manager under the Investment Management Agreement and the profitability to the Investment Manager of its relationship with each Fund, the Trustees noted the undertaking by the Investment Manager to maintain contractual expense limitations for the Funds. The Board also took into account management’s discussion of the advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

In considering the reasonableness of the subadvisory fees payable by the Investment Manager to the Subadviser, the Trustees reviewed information regarding the cost to the Subadviser of providing subadvisory services to each Fund and the resulting profitability from the relationships. The Trustees noted that, because the Subadviser is an affiliate of the Investment Manager, a portion of the Subadviser’s revenues or profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the subadvisory fee structure, and the services the

Subadviser provides in performing its functions under the Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the profitability to the Subadviser is reasonable and that the Subadviser is not realizing material benefits from economies of scale that would warrant adjustments to the advisory or subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

With respect to AMG TimesSquare Mid Cap Growth Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.19% for Class Z shares, 1.39% for Class N shares and 1.34% for Class I shares. The Trustees took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG TimesSquare Small Cap Growth Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were higher and lower, respectively, than the average for the Fund’s Peer

Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.05% for Class Z shares, 1.25% for Class N shares and 1.20% for Class I shares. The Trustees took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG TimesSquare International Small Cap Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/ reimbursements) as of March 31, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.05%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

*    *    *    *

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management and Subadvisory Agreements: (a) the Investment Manager has

39

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

demonstrated that it possesses the resources and capability to perform its duties under the Investment Management Agreement; (b) the Subadviser has the resources to perform its duties under the Subadvisory Agreement and is qualified to manage each Fund’s assets in accordance with its investment objectives and policies; and (c) the Investment Manager and Subadviser maintain appropriate compliance programs.

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and the Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 28-29, 2017, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management and the Subadvisory Agreements for each Fund.

40

INVESTMENT MANAGER AND

ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

SUBADVISER

TimesSquare Capital Management, LLC

7 Times Square

42nd Floor

New York, NY 10036

CUSTODIAN

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt A. Keilhacker

Steven J. Paggioli

Richard F. Powers III

Eric Rakowski

Victoria L. Sassine

Thomas R. Schneeweis

This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

Current net asset values per share for each Fund are available on the Funds’ website at www.amgfunds.com.

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC website at www.sec.gov.

Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.

www.amgfunds.com        |

AFFILIATE SUBADVISED FUNDS BALANCED FUNDS AMG Chicago Equity Partners Balanced Chicago Equity Partners, LLC AMG FQ Global Risk-Balanced First Quadrant, L.P. EQUITY FUNDS AMG Chicago Equity Partners Small Cap Value Chicago Equity Partners, LLC AMG FQ Tax-Managed U.S. Equity AMG FQ U.S. Equity First Quadrant, L.P. AMG Frontier Small Cap Growth Frontier Capital Management Company, LLC AMG GW&K Small Cap Core AMG GW&K Small/Mid Cap Growth AMG GW&K U.S. Small Cap Growth GW&K Investment Management, LLC AMG Renaissance International Equity AMG Renaissance Large Cap Growth The Renaissance Group LLC AMG River Road Dividend All Cap Value AMG River Road Dividend All Cap Value II AMG River Road Focused Absolute Value AMG River Road Long-Short AMG River Road Small-Mid Cap Value AMG River Road Small Cap Value River Road Asset Management, LLC	AMG Trilogy Emerging Markets Equity AMG Trilogy Emerging Wealth Equity Trilogy Global Advisors, L.P. AMG Yacktman AMG Yacktman Focused AMG Yacktman Focused Fund—Security Selection Only AMG Yacktman Special Opportunities Yacktman Asset Management LP FIXED INCOME FUNDS AMG GW&K Core Bond AMG GW&K Enhanced Core Bond AMG GW&K Municipal Bond AMG GW&K Municipal Enhanced Yield GW&K Investment Management, LLC OPEN-ARCHITECTURE FUNDS ALTERNATIVE FUNDS AMG Managers Lake Partners LASSO Alternative Lake Partners, Inc. BALANCED FUNDS AMG Managers Montag & Caldwell Balanced Montag & Caldwell, LLC EQUITY FUNDS AMG Managers Brandywine AMG Managers Brandywine Advisors Mid Cap Growth AMG Managers Brandywine Blue Friess Associates, LLC	AMG Managers Essex Small/Micro Cap Growth Essex Investment Management Co., LLC AMG Managers Fairpointe Focused Equity AMG Managers Fairpointe Mid Cap Fairpointe Capital LLC AMG Managers Guardian Capital Global Dividend Guardian Capital LP AMG Managers LMCG Small Cap Growth LMCG Investments, LLC AMG Managers Montag & Caldwell Growth AMG Managers Montag & Caldwell Mid Cap Growth Montag & Caldwell, LLC AMG Managers Pictet International Pictet Asset Management Limited AMG Managers Silvercrest Small Cap Silvercrest Asset Management Group LLC AMG Managers Skyline Special Equities Skyline Asset Management, L.P. AMG Managers Special Equity Ranger Investment Management, L.P. Lord, Abbett & Co. LLC Smith Asset Management Group, L.P. Federated MDTA LLC AMG Managers Value Partners Asia Dividend
AMG SouthernSun Small Cap AMG SouthernSun Global Opportunities AMG SouthernSun U.S. Equity SouthernSun Asset Management, LLC AMG Systematic Large Cap Value AMG Systematic Mid Cap Value Systematic Financial Management, L.P. AMG TimesSquare Emerging Markets Small Cap AMG TimesSquare International Small Cap AMG TimesSquare Mid Cap Growth AMG TimesSquare Small Cap Growth TimesSquare Capital Management, LLC	AMG Managers Cadence Emerging Companies AMG Managers Cadence Mid Cap Cadence Capital Management, LLC AMG Managers CenterSquare Real Estate CenterSquare Investment Management, Inc. AMG Managers Emerging Opportunities Lord, Abbett & Co. LLC WEDGE Capital Management L.L.P. Next Century Growth Investors LLC RBC Global Asset Management (U.S.) Inc.	Value Partners Hong Kong Limited FIXED INCOME FUNDS AMG Managers Amundi Intermediate Government AMG Managers Amundi Short Duration Government Amundi Smith Breeden LLC AMG Managers Doubleline Core Plus Bond DoubleLine Capital LP AMG Managers Global Income Opportunity AMG Managers Loomis Sayles Bond Loomis, Sayles & Co., L.P.

SAR014-0617 |        www.amgfunds.com

         SEMI-ANNUAL REPORT  

AMG Funds

June 30, 2017

AMG Managers Skyline Special Equities Fund

Class N: SKSEX    |    Class I: SKSIX    |    Class Z: SKSZX

www.amgfunds.com        | SAR018-0617

AMG Managers Skyline Special Equities Fund

Semi-Annual Report—June 30, 2017 (unaudited)

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		3
FUND SNAPSHOT AND SCHEDULE OF PORTFOLIO INVESTMENTS		4
NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS		7
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		8
Balance sheet, net asset value (NAV) per share computation and cumulative undistributed amounts
Statement of Operations		9
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the period
Statements of Changes in Net Assets		10
Detail of changes in assets for the past two periods
Financial Highlights		11
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes to Financial Statements		13
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		18

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Funds family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

ACTUAL EXPENSES

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Period Ended June 30, 2017	Expense Ratio for the Period			Beginning Account Value 01/01/17		Ending Account Value 06/30/17		Expenses Paid During the Period*
AMG Managers Skyline Special Equities Fund
Class N
Based on Actual Fund Return		1.32	%	$	1,000	$	1,016	$	6.60
Hypothetical (5% return before expenses)		1.32	%	$	1,000	$	1,018	$	6.61
Class I**
Based on Actual Fund Return		1.08	%	$	1,000	$	1,009	$	3.69
Hypothetical (5% return before expenses)		1.08	%	$	1,000	$	1,019	$	5.41
Class Z**
Based on Actual Fund Return		1.07	%	$	1,000	$	1,009	$	3.65
Hypothetical (5% return before expenses)		1.07	%	$	1,000	$	1,019	$	5.36

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181) then divided by 365.

** Commenced operations on February 27, 2017, and as such, the expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (124) then divided by 365.

2

Fund Performance (unaudited)

Periods ended June 30, 2017

The table below shows the average annual total returns for the periods indicated for the AMG Managers Skyline Special Equities Fund, as well as the Russell 2000^® Value Index and the Russell 2000^® Index for the same time periods ended June 30, 2017.

Average Annual Total Returns1	Six Months*			One Year			Five Years			Ten Years			Since Inception			Inception Date
AMG Managers Skyline Special Equities Fund 2,3,4,5
Class N9		1.55	%		23.26	%		15.70	%		7.52	%		12.10	%6		04/23/87
Class I		—			—			—			—			0.87	%		02/24/17
Class Z		—			—			—			—			0.85	%		02/24/17
Russell 2000® Value Index 7		0.54	%		24.86	%		13.39	%		5.92	%		(0.91	)%		02/24/17	†
Russell 2000® Index 8		4.99	%		24.60	%		13.70	%		6.92	%		9.05	%		04/23/87	†

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call (800) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

Distributed by AMG Distributors, Inc., member FINRA/SIPC.

^† Date reflects the inception date of the Fund, not the index.

^* Not annualized.

¹ Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of June 30, 2017. All returns are in U.S. dollars ($).

² From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

³ The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

⁴ Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

⁵ The Fund invests in value stocks, which may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

⁶ Effective after the close of business on December 31, 2007, the Fund was reorganized into the AMG Managers Skyline Special Equities Fund, a series of AMG Funds. The returns shown include the performance of the predecessor Fund.

⁷ The Russell 2000^® Value Index is an unmanaged, market-value weighted, value-oriented index comprised of small stocks that have relatively low price-to-book ratios and lower forecasted growth values. Unlike the Fund, the Russell 2000^® Value Index is unmanaged, is not available for investment, and does not incur expenses.

⁸ The Russell 2000^® Index is composed of the 2,000 smallest stocks in the Russell 3000^® Index, and is widely regarded in the industry as the premier measure of small-cap stock performance. Unlike the Fund, the Russell 2000^® Index is unmanaged, is not available for investment, and does not incur expenses.

⁹ Effective October 1, 2016, the Investor Class was renamed Class S. Effective February 27, 2017, Class S was renamed Class N.

The Russell Indices are trademarks of the London Stock Exchange Group Companies.

Not FDIC Insured, nor bank guaranteed. May lose value.

3

AMG Managers Skyline Special Equities Fund

Fund Snapshot (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG Managers Skyline Special Equities Fund*			Russell 2000® Value Index			Russell 2000® Index
Financials		22.9	%		30.6	%		18.1	%
Industrials		22.2	%		11.7	%		14.6	%
Information Technology		19.9	%		9.5	%		16.9	%
Consumer Discretionary		12.4	%		10.6	%		12.5	%
Materials		9.3	%		4.1	%		4.4	%
Health Care		7.4	%		5.6	%		15.0	%
Real Estate		2.0	%		11.6	%		7.5	%
Telecommunication Services		0.0	%		0.7	%		0.8	%
Utilities		0.0	%		6.7	%		3.7	%
Energy		0.0	%		6.1	%		3.8	%
Consumer Staples		0.0	%		2.8	%		2.7	%
Other Assets and Liabilities		3.9	%		0.0	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
The Children’s Place, Inc.**		2.6	%
First Busey Corp.**		2.3
ManpowerGroup, Inc.**		2.3
CBIZ, Inc.**		2.2
Ferro Corp.		2.1
Realogy Holdings Corp.		2.0
BMC Stock Holdings, Inc.		2.0
NN, Inc.		2.0
Infinity Property & Casualty Corp.		1.9
BancorpSouth, Inc.**		1.9
Top Ten as a Group		21.3	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

4

AMG Managers Skyline Special Equities Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 96.1%
Consumer Discretionary - 12.4%
Aaron’s, Inc.		459,500	$	17,874,550
Brunswick Corp.		346,900		21,761,037
Chico’s FAS, Inc.		1,014,100		9,552,822
The Children’s Place, Inc.1		294,700		30,088,870
Gildan Activewear, Inc.		364,400		11,198,012
La-Z-Boy, Inc.		359,000		11,667,500
LCI Industries		141,150		14,453,760
Signet Jewelers, Ltd.1		184,800		11,686,752
Winnebago Industries, Inc.1		485,700		16,999,500
Total Consumer Discretionary				145,282,803
Financials - 22.9%
BancorpSouth, Inc.		739,400		22,551,700
Essent Group, Ltd.*		523,550		19,444,647
First Busey Corp.		911,957		26,738,579
First Midwest Bancorp, Inc.		882,304		20,566,506
Greenhill & Co., Inc.		866,100		17,408,610
Hope Bancorp, Inc.		887,200		16,546,280
Infinity Property & Casualty Corp.		240,800		22,635,200
Janus Henderson Group PLC*,1		502,788		16,647,311
OceanFirst Financial Corp.		427,800		11,601,936
Reinsurance Group of America, Inc.		163,747		21,023,477
Sterling Bancorp1		744,720		17,314,740
UMB Financial Corp.		248,200		18,580,252
Umpqua Holdings Corp.		1,136,514		20,866,397
WSFS Financial Corp.		329,900		14,960,965
Total Financials				266,886,600
Health Care - 7.4%
Acadia Healthcare Co., Inc.*,1		343,300		16,952,154
AMN Healthcare Services, Inc.*		422,500		16,498,625
Cross Country Healthcare, Inc.*		1,383,289		17,858,261
The Ensign Group, Inc.		803,400		17,490,018
Teleflex, Inc.		82,950		17,233,692
Total Health Care				86,032,750
Industrials - 22.2%
BMC Stock Holdings, Inc.*		1,063,620		23,240,097
CBIZ, Inc.*		1,700,515		25,507,725
Columbus McKinnon Corp.		528,350		13,430,657
EnPro Industries, Inc.		300,300		21,432,411
Hillenbrand, Inc.		306,300		11,057,430

	Shares		Value
ICF International, Inc.*		290,100	$	13,663,710
Knoll, Inc.		908,400		18,213,420
Korn/Ferry International		449,700		15,528,141
ManpowerGroup, Inc.		237,600		26,528,040
McGrath RentCorp		375,000		12,986,250
NN, Inc.		839,700		23,049,765
NOW, Inc.*		876,500		14,094,120
Rexnord Corp.*		855,526		19,890,979
TriMas Corp.*		1,015,000		21,162,750
Total Industrials				259,785,495
Information Technology - 19.9%
ADTRAN, Inc.		723,500		14,940,275
Belden, Inc.		287,400		21,678,582
Benchmark Electronics, Inc.*		583,589		18,849,925
Diebold Nixdorf, Inc.1		653,100		18,286,800
EVERTEC, Inc.		712,900		12,333,170
Knowles Corp.*,1		980,200		16,584,984
NetScout Systems, Inc.*		401,400		13,808,160
Perficient, Inc.*		718,200		13,387,248
Sanmina Corp.*		262,410		9,997,821
Veeco Instruments, Inc.*		549,200		15,295,220
Versum Materials, Inc.		602,300		19,574,750
Virtusa Corp.*		575,600		16,922,640
WNS Holdings, Ltd., ADR*		608,900		20,921,804
Zebra Technologies Corp., Class A*		200,700		20,174,364
Total Information Technology				232,755,743
Materials - 9.3%
Berry Global Group, Inc.*		380,200		21,675,202
Compass Minerals International, Inc.1		149,900		9,788,470
Ferro Corp.*		1,325,600		24,245,224
Ingevity Corp.*		123,700		7,100,380
Materion Corp.		289,600		10,831,040
Minerals Technologies, Inc.		258,800		18,944,160
PH Glatfelter Co.		839,401		16,401,896
Total Materials				108,986,372
Real Estate - 2.0%
Realogy Holdings Corp.		718,200		23,305,590
Total Common Stocks (cost $837,340,894)				1,123,035,353

The accompanying notes are an integral part of these financial statements.

5

AMG Managers Skyline Special Equities Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Short-Term Investments - 8.5%
Repurchase Agreements - 5.0%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $1,872,505 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 07/28/17 - 09/09/49, totaling $1,909,779)	$	1,872,332	$	1,872,332
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $13,864,895 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $14,140,837)		13,863,566		13,863,566
Daiwa Capital Markets America, dated 06/30/17, due 07/03/17, 1.150% total to be received $13,864,895 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 07/13/17 - 12/01/51, totaling $14,140,837)		13,863,566		13,863,566
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $2,279,242 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $2,324,626)		2,279,041		2,279,041
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $1,119,480 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $1,141,756)		1,119,363		1,119,363

	Principal Amount	Value
Nomura Securities International, Inc., dated 06/30/17, due 07/03/17, 1.130% total to be received $11,503,228 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 07/10/17 - 06/20/67, totaling $11,732,188)	$  11,502,145	$	11,502,145
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $13,872,503 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $14,148,380)	13,871,000		13,871,000
Total Repurchase Agreements			58,371,013
	Shares
Other Investment Companies - 3.5%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3	40,652,192		40,652,192
Total Short-Term Investments (cost $99,023,205)			99,023,205
Total Investments - 104.6% (cost $936,364,099)			1,222,058,558
Other Assets, less Liabilities -  (4.6)%			(53,513,986	)
Net Assets - 100.0%		$	1,168,544,572

The accompanying notes are an integral part of these financial statements.

6

Notes to Schedule of Portfolio Investments (unaudited)

The following footnotes should be read in conjunction with the Schedule of Portfolio Investments previously presented in this report.

Based on the approximate cost of investments of $937,832,786 for federal income tax purposes at June 30, 2017, the aggregate gross unrealized appreciation and depreciation were $315,841,589 and $31,615,817, respectively, resulting in net unrealized appreciation of investments of $284,225,772.

^* Non-income producing security.

¹ Some or all of these securities, amounting to a market value of $54,374,537, or 4.7% of net assets, were out on loan to various brokers.

² Collateral received from brokers for securities lending was invested in these joint repurchase agreements.

³ Yield shown represents the June 30, 2017, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of June 30, 2017:

(See Note 1(a) in the Notes to Financial Statements.)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
Investments in Securities
Common Stocks†	$	1,123,035,353		—		—	$	1,123,035,353
Short-Term Investments		.
Repurchase Agreements		—	$	58,371,013		—		58,371,013
Other Investment Companies		40,652,192		—		—		40,652,192
Total Investments in Securities	$	1,163,687,545	$	58,371,013		—	$	1,222,058,558

^†  All common stocks held in the Fund are Level 1 securities. For a detailed breakout of the common stocks by major industry classification, please refer to the Schedule of Portfolio Investments.

As of June 30, 2017, the Fund had no transfers between levels from the beginning of the reporting period.

INVESTMENT DEFINITIONS AND ABBREVIATIONS:

ADR: ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank. The value of the ADR securities is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADRs are initiated by the underlying foreign company.

The accompanying notes are an integral part of these financial statements.

7

Statement of Assets and Liabilities (unaudited)

June 30, 2017

Assets:
Investments at value* (including securities on loan valued at $54,374,537)	$	1,222,058,558
Receivable for investments sold		6,716,766
Receivable for Fund shares sold		670,517
Dividends, interest and other receivables		780,424
Receivable from affiliate		28,613
Prepaid expenses		53,215
Total assets		1,230,308,093
Liabilities:
Payable to Custodian		5
Payable upon return of securities loaned		58,371,013
Payable for Fund shares repurchased		1,778,052
Payable for investments purchased		88,896
Accrued expenses:
Investment advisory and management fees		859,721
Shareholder servicing fees - Class N#		221,962
Shareholder servicing fees - Class I		943
Administrative fees		143,287
Trustee fees and expenses		6,145
Other		293,497
Total liabilities		61,763,521
Net Assets	$	1,168,544,572
Net Assets Represent:
Paid-in capital	$	826,496,068
Accumulated undistributed net investment loss		(1,708,208	)
Accumulated undistributed net realized gain from investments		58,062,253
Net unrealized appreciation of investments		285,694,459
Net Assets	$	1,168,544,572
Class N:
Net Assets	$	1,078,173,928
Shares outstanding - Class N#		24,517,989
Net asset value, offering and redemption price per share - Class N#	$	43.97
Class I:
Net Assets	$	81,032,219
Shares outstanding - Class I#		1,840,751
Net asset value, offering and redemption price per share - Class I#	$	44.02
Class Z:
Net Assets	$	9,338,425
Shares outstanding - Class Z#		212,193
Net asset value, offering and redemption price per share - Class Z#	$	44.01
* Investments at cost	$	936,364,099

# Effective February 27, 2017, Class S shares were renamed to Class N shares, and Class I shares and Class Z shares were added as described in Note 1 of the Notes to the Financial Statements.

The accompanying notes are an integral part of these financial statements.

8

Statement of Operations (unaudited)

For the six month ended June 30, 2017

Investment Income:
Dividend income	$	6,916,174
Securities lending income		43,567
Interest income		1,185
Foreign withholding tax		(11,282	)
Total investment income		6,949,644
Expenses:
Investment advisory and management fees		5,935,798
Administrative fees		989,299
Shareholder servicing fees - Class N#		1,599,906
Shareholder servicing fees - Class I#		942
Reports to shareholders		109,058
Trustees fees and expenses		66,472
Professional fees		54,870
Custodian fees		41,426
Transfer agent fees		34,951
Registration fees		32,376
Miscellaneous		15,611
Total expenses before offsets		8,880,709
Expense reimbursements		(222,857	)
Net expenses		8,657,852
Net investment loss		(1,708,208	)
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		63,075,069
Net change in unrealized appreciation (depreciation) of investments		(47,681,666	)
Net realized and unrealized gain		15,393,403
Net increase in net assets resulting from operations	$	13,685,195

# Effective February 27, 2017, Class S shares were renamed to Class N shares, and Class I shares and Class Z shares were added as described in Note 1 of the Notes to the Financial Statements.

The accompanying notes are an integral part of these financial statements.

9

Statements of Changes in Net Assets

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016

	2017#			2016#
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment loss	$	(1,708,208	)	$	(413,688	)
Net realized gain (loss) on investments		63,075,069			(3,244,872	)
Net change in unrealized appreciation (depreciation) of investments		(47,681,666	)		275,190,751
Net increase in net assets resulting from operations		13,685,195			271,532,191
Distributions to Shareholders:
From net realized gain on investments:
Class N		—			(343,670	)
Class I		—			—
Class Z		—			—
Total distributions to shareholders		—			(343,670	)
Capital Share Transactions:1
Net decrease from capital share transactions		(347,727,150	)		(86,547,822	)
Total increase (decrease) in net assets		(334,041,955	)		184,640,699
Net Assets:
Beginning of period		1,502,586,527			1,317,945,828
End of period	$	1,168,544,572		$	1,502,586,527
End of period accumulated net investment loss	$	(1,708,208	)		—

¹ See Note 1(g) of the Notes to Financial Statements.

# Effective October 1, 2016, and February 27, 2017, the Fund’s share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

The accompanying notes are an integral part of these financial statements.

10

AMG Managers Skyline Special Equities Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017##			For the year ended December 31,
Class N	(Unaudited)			2016#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	43.30		$	35.71		$	39.88		$	39.75		$	26.23		$	21.98
Income (Loss) from Investment Operations:
Net investment income (loss)1,2		(0.06	)		(0.01	)		(0.03	)4		0.00	5,†		(0.06	)6		0.02	7
Net realized and unrealized gain (loss) on investments		0.73			7.61			(2.36	)		1.61			13.59			4.23
Total income (loss) from investment operations		0.67			7.60			(2.39	)		1.61			13.53			4.25
Less Distributions to Shareholders from:
Net investment income		—			—			(0.00	)†		—			(0.01	)		—
Net realized gain on investments		—			(0.01	)		(1.78	)		(1.48	)		(0.00	)†		—
Total distributions to shareholders		—			(0.01	)		(1.78	)		(1.48	)		(0.01	)		—
Net Asset Value, End of Period	$	43.97		$	43.30		$	35.71		$	39.88		$	39.75		$	26.23
Total Return2		1.55	%11		21.31	%		(6.02	)%8		4.02	%		51.59	%		19.34	%
Ratio of net expenses to average net assets		1.32	%12		1.32	%		1.32	%		1.32	%		1.33	%9		1.32	%10
Ratio of gross expenses to average net assets3		1.35	%12		1.42	%		1.45	%		1.45	%		1.47	%9		1.49	%10
Ratio of net investment income (loss) to average net assets2		(0.27	)%12		(0.03	)%		(0.08	)%		0.01	%		(0.18	)%9		0.10	%10
Portfolio turnover		10	%11		34	%		31	%		37	%		39	%		47	%
Net assets at end of period (000’s omitted)	$	1,078,174		$	1,502,587		$	1,317,946		$	1,383,184		$	969,238		$	207,324

	For the
	period ended
Class I	June 30, 2017### (Unaudited)
Net Asset Value, Beginning of Period	$	43.64
Income from Investment Operations:
Net investment loss1,2		(0.00	)†
Net realized and unrealized gain on investments		0.38
Total income from investment operations		0.38
Net Asset Value, End of Period	$	44.02
Total Return2		0.87	%11
Ratio of net expenses to average net assets		1.08	%12
Ratio of gross expenses to average net assets3		1.11	%12
Ratio of net investment income to average net assets2		(0.02	)%
Portfolio turnover		10	%11
Net assets at end of period (000’s omitted)	$	81,032

11

AMG Managers Skyline Special Equities Fund

Financial Highlights

For a share outstanding throughout each period

	For the
	period ended
Class Z	June 30, 2017###
	(Unaudited)
Net Asset Value, Beginning of Period	$	43.64
Income from Investment Operations:
Net investment loss1,2		(0.00	)†
Net realized and unrealized gain on investments		0.37
Total income from investment operations		0.37
Net Asset Value, End of Period	$	44.01
Total Return2		0.85	%11
Ratio of net expenses to average net assets		1.07	%12
Ratio of gross expenses to average net assets3		1.10	%12
Ratio of net investment loss to average net assets2		(0.02	)%12
Portfolio turnover		10	%11
Net assets at end of period (000’s omitted)	$	9,338

Notes to Financial Highlights (unaudited)

^† Rounds to less than $0.01 or $(0.01) per share or 0.01% or (0.01)%.

^#  Effective October 1, 2016, the Fund’s shares were reclassified and redesignated to Class S.

^##  Effective February 27, 2017, Class S was renamed Class N.

^###  Commencement of operations was February 27, 2017.

¹  Per share numbers have been calculated using average shares.

²  Total returns and net investment income would have been lower had certain expenses not been offset.

³ Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Notes 1(c) and 2 in the Notes to Financial Statements.)

⁴ Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.04).

⁵ Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.08).

⁶ Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.13).

⁷ Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.05).

⁸ The total return is based on the Financial Statement Net Asset Values as shown above.

⁹ Includes non-routine extraordinary expenses amounting to 0.012% of average net assets.

¹⁰ Includes non-routine extraordinary expenses amounting to 0.004% of average net assets.

¹¹ Not annualized.

¹² Annualized.

12

Notes to Financial Statements (unaudited)

June 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds (the “Trust”) is an open-end management investment company, organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks and policies. Included in this report is the AMG Managers Skyline Special Equities Fund (the “Fund”).

Effective October 1, 2016, the Fund’s shares were reclassified and redesignated to Class S. Effective February 27, 2017, Class S shares were renamed to Class N shares, and Class I shares and Z shares were added. Each class represents an interest in the same assets of the Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

Effective May 3, 2017, the Fund was re-opened to new investors. Please refer to a current prospectus for additional information.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

a. VALUATION OF INVESTMENTS

Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in the over-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third-party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from Investment Manager are the committees appointed by the Board to make fair value determinations. The Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each individual price exceeds a pre-established confidence level.

U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in

13

Notes to Financial Statements (continued)

pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.

b. SECURITY TRANSACTIONS

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date, and if after the fact as soon as the Fund becomes aware of the ex-dividend date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trust and other trusts within the AMG Funds family of mutual funds (collectively the “AMG funds family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized gains and losses, the common expenses of the Fund, and certain Fund level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December, as described in the Fund’s prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are primarily due to a net operating loss. Temporary differences are due to wash sales.

e. FEDERAL TAXES

The Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

Additionally, based on the Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Fund’s tax positions taken on federal income tax returns as of December 31, 2016, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. Additionally, management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of June 30, 2017, the Fund had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Fund incur net capital losses for the year ending December 31, 2017, such amounts may be used to offset future realized capital gains, for an unlimited time period.

14

Notes to Financial Statements (continued)

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for the Fund the issuance of an unlimited number of shares of beneficial interest, without par value. The Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Fund in connection with the issuance of shares is based on the valuation of those securities in accordance with the Fund’s policy

on investment valuation. The Fund will deduct a 2.00% redemption fee from the proceeds of any redemption (including a redemption by exchange) of shares if the redemption occurs within 30 days of the purchase of those shares. For the six months ended June 30, 2017, the Fund received redemption fees amounting to $10,205. These amounts are netted against the cost of shares repurchased in the Statements of Changes in Net Assets

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016, the capital stock transactions by class were as follows:

	Skyline Special Equities
	2017						2016
	Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		1,970,416		$	85,155,628			9,193,732		$	336,675,003
Reinvestment of distributions		—			—			7,573			332,585
Cost of shares repurchased		(12,153,457	)		(522,941,967	)		(11,410,317	)		(423,555,410	)
Net increase		(10,183,041	)	($	437,786,339	)		(2,209,012	)	($	86,547,822	)
Class I:
Proceeds from sale of shares		2,055,679		$	90,046,165			—			—
Reinvestment of distributions		—			—			—			—
Cost of shares repurchased		(214,928	)		(9,231,787	)		—			—
Net increase		1,840,751		$	80,814,378			—			—
Class Z:
Proceeds from sale of shares		222,238		$	9,679,735			—			—
Reinvestment of distributions		—			—			—			—
Cost of shares repurchased		(10,045	)		(434,924	)		—			—
Net increase		212,193		$	9,244,811			—			—

At June 30, 2017, certain unaffiliated shareholders of record, including omnibus accounts, individually or collectively held greater than 10% of the net assets of the Fund as follows: two own 62%. Transactions by these shareholders may have a material impact on the Fund.

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Fund may enter into third-party repurchase agreements for temporary cash management purposes and third-party joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Fund participates on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

Pursuant to the Program, the Fund is indemnified for such losses by BNYM on joint repurchase agreements.

At June 30, 2017, the market value of Repurchase Agreements outstanding was $58,371,013.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

The Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration and operations. The Investment Manager selects one or more subadvisers for the Fund (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. The Fund’s investment portfolio is managed by one or more portfolio managers who serve pursuant to a subadvisory agreement with the Investment Manager.

15

Notes to Financial Statements (continued)

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the six months ended June 30, 2017, the Fund paid an investment management fee at the annual rate of 0.90% of the average daily net assets of the Fund. Effective July 1, 2017, the management fee was reduced to 0.73% from 0.90%.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse Fund expenses in order to limit total annual fund operating expenses after fee waiver and expense reimbursements (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 Fund to the annual rate of 1.07% of the Fund’s average daily net assets subject to later reimbursement by the Fund in certain circumstances. Effective July 1, 2017 the expense limitation was reduced to 0.92% from 1.07% and extended through at least May 1, 2019. The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.

Effective, July 1, 2017, in general, for a period of up to 36 months, the Investment Manager may recover from the Fund, fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual fund operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount.

The Trust on behalf of the Fund, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to the Fund as further described in the Fund’s prospectus. Effective October 1, 2016, the Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service. Prior to October 1, 2016, the Fund paid an administration fee under a similar contract at an annual rate of 0.25% of the Fund’s average daily net assets.

The Fund is distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for the Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of the Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.

For each of the Class N and Class I shares, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to each financial intermediary, such as broker-dealers (including fund supermarket platforms), banks and trust companies that provide shareholder recordkeeping, account servicing and other services. The Fund may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of the Fund’s average daily net asset value as shown in table below.

The impact on the annualized expense ratios for the six months ended June 30, 2017, were as follows:

	Maximum			Actual
	Annual Amount			Amount
Fund	Approved			Incurred
Skyline Special Equities Fund
Class N		0.25	%		0.25	%
Class I		0.15	%		0.01	%

The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds family. The Trustees of the Trust who are not affiliated with an Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Securities and Exchange Commission (the “SEC”), granted an exemptive order that permits the Fund to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended June 30, 2017, the Fund lent a maximum of $4,417,211 for 12 days earning interest in the amount of $1,185. The interest amount is included in the Statement of Operations as interest income. At June 30, 2017, the Fund had no interfund loans outstanding.

3. PURCHASE AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term and U.S. Government Obligations) for the six months ended June 30, 2017, were $126,579,330 and $458,837,995, respectively. The Fund had no purchases or sales of U.S. Government Obligations during the six months ended June 30, 2017.

16

Notes to Financial Statements (continued)

4. PORTFOLIO SECURITIES LOANED

The Fund participates in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the Program, and the Fund, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Fund is indemnified for such losses by BNYM. Cash collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested. At June 30, 2017, the value of the securities loaned and cash collateral received was $54,374,537 and $58,371,013, respectively.

5. COMMITMENTS AND CONTINGENCIES

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Fund had no prior claims or losses and expect the risks of loss to be remote.

6. MASTER NETTING AGREEMENTS

The Fund may enter into master netting agreements with its counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Fund does not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4.

The following table is a summary of the Fund’s open Repurchase Agreements that are subject to a master netting agreement as of June 30, 2017:

			Gross Amount Not Offset in the
			Statement of Assets and Liabilities
	Net Amounts of Assets Presented in the Statement		Financial		Cash Collateral
Fund	of Assets and Liabilities		Instruments		Received		Net Amount
BNP Paribas S.A.	$	1,872,332	$	1,872,332		—		—
Cantor Fitzgerald Securities, Inc.		13,863,566		13,863,566		—		—
Daiwa Capital Markets America		13,863,566		13,863,566		—		—
HSBC Securities USA, Inc.		2,279,041		2,279,041		—		—
Jefferies LLC		1,119,363		1,119,363		—		—
Nomura Securities International, Inc.		11,502,145		11,502,145		—		—
State of Wisconsin Investment Board		13,871,000		13,871,000		—		—
Totals	$	58,371,013	$	58,371,013		—		—

7. REGULATORY UPDATES

On October 31, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X which sets forth the form and content of financial statements. Management has evaluated the implications of adopting of these amendments and has determined there is no impact on the financial statements and accompanying notes.

8. SUBSEQUENT EVENTS

The Fund has determined that no material events or transactions occurred through the issuance date of the Fund’s financial statements, which require an additional disclosure in or adjustment of the Fund’s financial statements.

17

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

AMG Managers Skyline Special Equities Fund: Approval of Investment Management and Subadvisory Agreements on June 28-29, 2017

At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for AMG Managers Skyline Special Equities Fund (the “Fund”) and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 and separately an amendment, to be effective July 1, 2017, to the Investment Management Agreement (collectively, the “Investment Management Agreement”) and (ii) the Subadvisory Agreement with the Subadviser for the Fund, as amended at any time prior to the date of the meeting, and separately an amendment to be effective July 1, 2017, to the Subadvisory Agreement (collectively, the “Subadvisory Agreement”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreement and Subadvisory Agreement, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and the Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (the “Peer Group”), performance information for the relevant benchmark index (the “Fund Benchmark”) and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadviser under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from

their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreement; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT, AND QUALITY OF SERVICES.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Fund and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreement and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Fund; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadviser; (c) the Investment Manager’s ability to supervise the Fund’s other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to the Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect

to the Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trust in developing and reviewing information with respect to the initial approval of the Subadvisory Agreement and annual consideration of the Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to or replacements of the Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain a contractual expense limitation for the Fund. The Trustees also considered the Investment Manager’s risk management processes.

18

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

The Trustees also reviewed information relating to the Subadviser’s operations and personnel and the investment philosophy, strategies and techniques (the “Investment Strategy”) used in managing the Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding the Subadviser’s organizational and management structure and the Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at the Subadviser with portfolio management responsibility for the Fund, including the information set forth in the Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by the Subadviser in the past; (b) the qualifications and experience of the Subadviser’s personnel; and (c) the Subadviser’s compliance program. The Trustees also took into account the financial condition of the Subadviser with respect to its ability to provide the services required under the Subadvisory Agreement. The Trustees also considered the Subadviser’s risk management processes.

PERFORMANCE.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, below, above and above, respectively, the median performance of the Peer Group and below, below, above and above, respectively, the performance of the Fund Benchmark, the Russell 2000 Value Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance relative to its Fund Benchmark and Peer Group. The Trustees noted that Class N shares of the Fund ranked in the top quintile relative to its Peer Group for the 5-year and 10-year periods. The Trustees concluded that

the Fund’s overall performance has been satisfactory.

As noted above, the Board considered the Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board was mindful of the Investment Manager’s attention to monitoring the Subadviser’s performance with respect to the Fund and its discussions with management regarding the factors that contributed to the performance of the Fund.

ADVISORY AND SUBADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee charged by the Investment Manager for managing the Fund, the Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadviser and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a “manager-of-managers” complex of mutual funds. The Trustees noted that, effective July 1, 2017, the management fee rate for the Fund will be reduced. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to the Fund. The Trustees also noted any payments that were made from the Subadviser to the Investment Manager, and any other payments made or to be made from the Investment Manager to the Subadviser. The Trustees concluded that, in light of the high quality supervisory services

provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by the Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain a contractual expense limitation for the Fund.

In addition, in considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to the Fund), received by the Investment Manager and its affiliates attributable to managing the Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as Investment Manager and sponsor of the Fund and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also noted the current asset levels of the Fund and the willingness of the Investment Manager to waive fees and pay expenses for the Fund from time to time as a means of limiting the total expenses of the Fund. The Trustees also considered management’s discussion of the current asset level of the Fund, and the impact on profitability of both the current asset level and any future growth of assets of the Fund. The Board took into account management’s discussion of the current and proposed advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadviser. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Fund operates in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the

19

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for the Fund at this time (after noting the fee changes made at the meeting). With respect to economies of scale, the Trustees also noted that as the Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.

In considering the reasonableness of the fee payable by the Investment Manager to the Subadviser, the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Subadviser is not affiliated with the Investment Manager. In addition, the Trustees considered other potential benefits of the subadvisory relationship to the Subadviser, including, among others, the indirect benefits that the Subadviser may receive from the Subadviser’s relationship with the Fund, including any so-called “fallout benefits” to the Subadviser, such as reputational value derived from the Subadviser serving as Subadviser to the Fund, which bears the Subadviser’s name. The Trustees noted the current asset levels of the Fund and the undertaking by the Investment Manager to maintain a contractual expense limitation for the Fund. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. As a consequence of all of the foregoing, the cost of services to be provided by the Subadviser and the profitability to the Subadviser of its relationship with the Fund were not material factors in the Trustees’ deliberations. For similar reasons, the Trustees did not consider potential economies of scale in the management of the Fund by the Subadviser to be a material factor in their deliberations at this time (after noting the fee rate changes made at the meeting).

The Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted

average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both higher than the average for the Peer Group. The Trustees took into account the fact that effective July 1, 2017, the Fund’s existing contractual expense limitation agreement will be replaced with a new contractual expense limitation agreement pursuant to which the Investment Manager has contractually agreed, through at least May 1, 2019, to lower the Fund’s contractual expense limitation from 1.07% to 0.92% of the Fund’s net annual operating expenses (subject to certain excluded expenses), subject to later reimbursement by the Fund in certain circumstances. The Trustees noted that, effective July 1, 2017, the Fund’s management fee rate was being reduced. The Trustees also took into account management’s discussion of the Fund’s expenses and competitiveness with select competitors. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser, the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

*    *    *    *

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management Agreement and the Subadvisory Agreement: (a) the Investment Manager and the Subadviser have demonstrated that they possess the capability and resources to perform the duties required of them under the Investment Management Agreement and the Subadvisory Agreement; (b) the Subadviser’s Investment Strategy is appropriate for pursuing the Fund’s investment objectives; and (c) the Investment Manager and the Subadviser maintain appropriate compliance programs.

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each

Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and the Subadvisory Agreement would be in the best interests of the Fund and its shareholders. Accordingly, on June 28-29, 2017, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for the Fund.

20

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300, Greenwich, CT 06830

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300, Greenwich, CT 06830

(800) 835-3879

SUBADVISER

Skyline Asset Management, L.P.

120 South LaSalle Street, Suite 1320

Chicago, IL 60603

CUSTODIAN

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt A. Keilhacker

Steven J. Paggioli

Richard F. Powers, III

Eric Rakowski

Victoria L. Sassine

Thomas R. Schneeweis

This report is prepared for the Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

Current net asset values per share for the Fund are available on the Fund’s website at www.amgfunds.com.

A description of the policies and procedures the Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. For information regarding the Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q is available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.

www.amgfunds.com        |

AFFILIATE SUBADVISED FUNDS

BALANCED FUNDS

AMG Chicago Equity Partners Balanced

Chicago Equity Partners, LLC

AMG FQ Global Risk-Balanced

First Quadrant, L.P.

EQUITY FUNDS

AMG Chicago Equity Partners Small Cap Value

Chicago Equity Partners, LLC

AMG FQ Tax-Managed U.S. Equity

AMG FQ U.S. Equity

First Quadrant, L.P.

AMG Frontier Small Cap Growth

Frontier Capital Management Company, LLC

AMG GW&K Small Cap Core

AMG GW&K Small Cap Growth

AMG GW&K U.S. Small Cap Growth

GW&K Investment Management, LLC

AMG Renaissance International Equity

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

AMG River Road Dividend All Cap Value

AMG River Road Dividend All Cap Value II

AMG River Road Focused Absolute Value

AMG River Road Long-Short

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

AMG SouthernSun Small Cap

AMG SouthernSun Global Opportunities

AMG SouthernSun U.S. Equity

SouthernSun Asset Management, LLC

AMG Systematic Large Cap Value

AMG Systematic Mid Cap Value

Systematic Financial Management, L.P.

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

AMG Trilogy Emerging Markets Equity

AMG Trilogy Emerging Wealth Equity

Trilogy Global Advisors, L.P.

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Focused Fund - Security Selection Only

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

FIXED INCOME FUNDS

AMG GW&K Core Bond

AMG GW&K Enhanced Core Bond

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

OPEN-ARCHITECTURE FUNDS

ALTERNATIVE FUNDS

AMG Managers Lake Partners LASSO Alternative

Lake Partners, Inc.

BALANCED FUNDS

AMG Managers Montag & Caldwell Balanced

Montag & Caldwell, LLC

EQUITY FUNDS

AMG Managers Brandywine

AMG Managers Brandywine Advisors Mid Cap Growth

AMG Managers Brandywine Blue

Friess Associates, LLC

AMG Managers Cadence Emerging Companies

AMG Managers Cadence Mid Cap

Cadence Capital Management, LLC

AMG Managers CenterSquare Real Estate

CenterSquare Investment Management, Inc.

AMG Managers Emerging Opportunities

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

AMG Managers Essex Small/Micro Cap Growth

Essex Investment Management Co., LLC

AMG Managers Fairpointe Focused Equity

AMG Managers Fairpointe Mid Cap

Fairpointe Capital LLC

AMG Managers Guardian Capital Global Dividend

Guardian Capital LP

AMG Managers LMCG Small Cap Growth

LMCG Investments, LLC

AMG Managers Montag & Caldwell Growth

AMG Managers Montag & Caldwell Mid Cap Growth

Montag & Caldwell, LLC

AMG Managers Pictet International

Pictet Asset Management Limited

AMG Managers Silvercrest Small Cap

Silvercrest Asset Management Group LLC

AMG Managers Skyline Special Equities

Skyline Asset Management, L.P.

AMG Managers Special Equity

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

AMG Managers Value Partners Asia Dividend

Value Partners Hong Kong Limited

FIXED INCOME FUNDS

AMG Managers Amundi Intermediate Government

AMG Managers Amundi Short Duration Government

Amundi Smith Breeden LLC

AMG Managers Doubleline Core Plus Bond

DoubleLine Capital LP

AMG Managers Global Income Opportunity

AMG Managers Loomis Sayles Bond

Loomis, Sayles & Co., L.P.

SAR018-0617 |        www.amgfunds.com

SEMI-ANNUAL REPORT

AMG Funds

June 30, 2017

AMG Renaissance Large Cap Growth Fund

Class N: MRLTX    |    Class I: MRLSX    |    Class Z: MRLIX

AMG Renaissance International Equity Fund

Class N: RIEIX    |    Class I: RIESX    |    Class Z: RIELX

www.amgfunds.com        | SAR024-0617

AMG Funds

Semi-Annual Report—June 30, 2017 (unaudited)

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		3
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
AMG Renaissance Large Cap Growth Fund		4
AMG Renaissance International Equity Fund		7
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		10
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		13
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statement of Operations		15
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the period
Statements of Changes in Net Assets		16
Detail of changes in assets for the past two periods
Financial Highlights		17
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes to Financial Statements		21
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		28

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Funds family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

ACTUAL EXPENSES

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended June 30, 2017	Expense Ratio for the Period			Beginning Account Value 01/01/17		Ending Account Value 6/30/17		Expenses Paid During the Period*
AMG Renaissance Large Cap Growth Fund
Class N
Based on Actual Fund Return		1.06	%	$	1,000	$	1,094	$	5.50
Hypothetical (5% return before expenses)		1.06	%	$	1,000	$	1,020	$	5.31
Class I
Based on Actual Fund Return		0.78	%	$	1,000	$	1,096	$	4.05
Hypothetical (5% return before expenses)		0.78	%	$	1,000	$	1,021	$	3.91
Class Z
Based on Actual Fund Return		0.66	%	$	1,000	$	1,097	$	3.43
Hypothetical (5% return before expenses)		0.66	%	$	1,000	$	1,022	$	3.31
AMG Renaissance International Equity Fund
Class N
Based on Actual Fund Return		1.25	%	$	1,000	$	1,174	$	6.74
Hypothetical (5% return before expenses)		1.25	%	$	1,000	$	1,019	$	6.26
Class I
Based on Actual Fund Return		0.96	%	$	1,000	$	1,176	$	5.18
Hypothetical (5% return before expenses)		0.96	%	$	1,000	$	1,020	$	4.81
Class Z
Based on Actual Fund Return		0.85	%	$	1,000	$	1,176	$	4.59
Hypothetical (5% return before expenses)		0.85	%	$	1,000	$	1,021	$	4.26

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365.

2

Fund Performance (unaudited)

Periods ended June 30, 2017

The table below shows the average annual total returns for the periods indicated for each Fund, as well as each Fund’s relative index for the same time periods ended June 30, 2017.

Average Annual Total Returns1	Six Months*			One Year			Five Years			Since Inception			Inception Date
AMG Renaissance Large Cap Growth Fund 2,3,4
Class N		9.44	%		21.38	%		15.13	%		13.77	%		06/03/09
Class I		9.63	%		21.70	%		15.53	%		14.12	%		06/03/09
Class Z		9.65	%		21.92	%		15.71	%		14.31	%		06/03/09
Russell 1000® Growth Index5		13.99	%		20.42	%		15.30	%		15.82	%		06/03/09	†
AMG Renaissance International Equity Fund 2,4,6,7,8
Class N		17.36	%		20.39	%		—			1.06	%		06/16/14
Class I		17.59	%		20.77	%		—			1.43	%		06/16/14
Class Z		17.59	%		20.87	%		—			1.52	%		06/16/14
MSCI ACWI ex USA9,10		14.10	%		20.45	%		7.22	%		1.02	%		06/16/14	†

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call (800) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

Distributed by AMG Distributors, Inc., member FINRA/SIPC.

^*  Not annualized.

^† The date reflects the inception date of the Fund, not the index.

¹  Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Funds are net of expenses and based on the published NAV as of June 30, 2017. All returns are in U.S. dollars ($).

²  From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

³  The Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small- and medium-capitalization companies) when stocks of large-capitalization companies are out of favor.

⁴  The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits.

⁵  The Russell 1000^® Growth Index is a market capitalization weighted index that measures the performance of those Russell 1000^®companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 1000^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

⁶  The Fund is subject to risks associated with investments in mid-capitalization companies such as greater price volatility lower trading volume, and less liquidity than the stocks of larger, more established companies.

⁷  The Fund is subject to the risks associated with investments in emerging markets, such as erratic earnings patterns, economic and political instability, changing exchange controls, limitations on repatriation of foreign capital, and changes in local governmental attitudes toward private investment, possibly leading to nationalization or confiscation of investor assets.

⁸  Investments in foreign securities, even though publicly traded in the United States, may involve risks which are in addition to those inherent in domestic investments. The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar investment when converted back to U.S. Dollars.

⁹  The MSCI All Country World Index (“ACWI”) Index is a free float-adjusted market-capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The index consists of 22 developed and 24 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and the United Arab Emirates. Unlike the Fund, the Index is unmanaged, is not available for investment and does not incur expenses.

¹⁰  All MSCI data is provided ‘as is.’ The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates, or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein. Copying or redistributing the MSCI data is strictly prohibited.

The Russell 1000^® Growth Index is a trademark of the London Stock Exchange Group companies.

Not FDIC Insured, nor bank guaranteed. May lose value.

3

AMG Renaissance Large Cap Growth Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG Renaissance Large Cap Growth Fund*			Russell 1000® Growth Index
Information Technology		33.7	%		36.2	%
Health Care		19.8	%		13.6	%
Consumer Discretionary		18.2	%		18.6	%
Industrials		16.2	%		12.3	%
Financials		7.6	%		3.4	%
Consumer Staples		1.9	%		7.6	%
Materials		0.9	%		3.9	%
Real Estate		0.0	%		2.6	%
Energy		0.0	%		0.8	%
Telecommunication Services		0.0	%		1.0	%
Other Assets and Liabilities		1.7	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
T. Rowe Price Group, Inc.		2.0	%
CVS Health Corp.		1.9
Prudential Financial, Inc.		1.9
Carnival Corp.		1.9
Facebook, Inc., Class A		1.9
Celgene Corp.		1.9
Masco Corp.		1.9
Western Digital Corp.**		1.9
The Interpublic Group of Cos., Inc.		1.9
Apple, Inc.**		1.8
Top Ten as a Group		19.0	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

4

AMG Renaissance Large Cap Growth Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 98.3%
Consumer Discretionary - 18.2%
Carnival Corp.		22,247	$	1,458,736
Darden Restaurants, Inc.		15,176		1,372,517
Dick’s Sporting Goods, Inc.1		30,327		1,207,924
Discovery Communications, Inc., Class A*,1		46,692		1,206,054
Dollar General Corp.		19,272		1,389,319
Foot Locker, Inc.		18,237		898,719
The Home Depot, Inc.		8,984		1,378,146
The Interpublic Group of Cos., Inc.		58,857		1,447,882
O’Reilly Automotive, Inc.*		5,391		1,179,227
Ross Stores, Inc.		21,813		1,259,265
Scripps Networks Interactive, Inc., Class A1		18,160		1,240,510
Total Consumer Discretionary				14,038,299
Consumer Staples - 1.9%
CVS Health Corp.		18,475		1,486,499
Financials - 7.6%
American Express Co.		16,609		1,399,142
The Charles Schwab Corp.		33,134		1,423,437
Prudential Financial, Inc.		13,718		1,483,465
T. Rowe Price Group, Inc.		20,465		1,518,708
Total Financials				5,824,752
Health Care - 19.8%
Aetna, Inc.		9,090		1,380,135
Amgen, Inc.		7,995		1,376,979
Anthem, Inc.		7,210		1,356,417
Biogen, Inc.*		4,928		1,337,262
Cardinal Health, Inc.		18,290		1,425,157
Celgene Corp.*		11,215		1,456,492
Cigna Corp.		8,279		1,385,822
Express Scripts Holding Co.*		21,926		1,399,756
Gilead Sciences, Inc.		19,364		1,370,584
Hologic, Inc.*		30,180		1,369,568
McKesson Corp.		8,692		1,430,182
Total Health Care				15,288,354
Industrials - 16.2%
Alaska Air Group, Inc.		14,583		1,308,970
The Boeing Co.		7,019		1,388,007
Cummins, Inc.		8,661		1,404,987
Illinois Tool Works, Inc.		9,306		1,333,085
Masco Corp.		37,962		1,450,528

	Shares		Value
Rockwell Automation, Inc.		8,476	$	1,372,773
Southwest Airlines Co.		23,171		1,439,846
Stanley Black & Decker, Inc.		10,106		1,422,217
Union Pacific Corp.		12,508		1,362,246
Total Industrials				12,482,659
Information Technology - 33.7%
Adobe Systems, Inc.*		9,623		1,361,077
Alphabet, Inc., Class A*		1,419		1,319,216
Apple, Inc.		10,019		1,442,936
Applied Materials, Inc.		31,779		1,312,791
Citrix Systems, Inc.*		17,932		1,427,029
Electronic Arts, Inc.*		13,168		1,392,121
F5 Networks, Inc.*		10,920		1,387,495
Facebook, Inc., Class A*		9,657		1,458,014
International Business Machines Corp.		8,239		1,267,405
Juniper Networks, Inc.		46,931		1,308,436
Lam Research Corp.		8,688		1,228,744
Microsoft Corp.		19,428		1,339,172
NetApp, Inc.		34,603		1,385,850
Oracle Corp.		27,044		1,355,986
Skyworks Solutions, Inc.		13,294		1,275,559
Synopsys, Inc.*		19,747		1,440,149
Texas Instruments, Inc.		18,287		1,406,819
Total System Services, Inc.		24,033		1,399,922
Western Digital Corp.		16,369		1,450,293
Total Information Technology				25,959,014
Materials - 0.9%
Crown Holdings, Inc.*		12,003		716,099
Total Common Stocks (cost $64,664,981)				75,795,676

The accompanying notes are an integral part of these financial statements.

5

AMG Renaissance Large Cap Growth Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Short-Term Investments - 4.3%
Repurchase Agreements - 3.6%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $76,041 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 07/28/17 - 09/09/49, totaling $77,555)	$	76,034	$	76,034
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $1,000,096 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $1,020,000)		1,000,000		1,000,000
Daiwa Capital Markets America, dated 06/30/17, due 07/03/17, 1.150% total to be received $593,128 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 07/13/17 - 12/01/51, totaling $604,932)		593,071		593,071
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $92,558 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $94,401)		92,550		92,550
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $45,462 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $46,366)		45,457		45,457
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $1,000,108 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $1,019,997)		1,000,000		1,000,000
Total Repurchase Agreements				2,807,112

	Shares		Value
Other Investment Companies - 0.7%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3 (cost $495,436)		495,436	$	495,436
Total Short-Term Investments (cost $3,302,548)				3,302,548
Total Investments - 102.6% (cost $67,967,529)				79,098,224
Other Assets, less Liabilities - (2.6)%				(2,012,490	)
Net Assets - 100.0%			$	77,085,734

The accompanying notes are an integral part of these financial statements.

6

AMG Renaissance International Equity Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG Renaissance International Equity Fund*			MSCI ACWI ex USA
Industrials		18.2	%		12.0	%
Consumer Discretionary		16.4	%		11.3	%
Financials		16.2	%		23.3	%
Information Technology		16.2	%		10.8	%
Materials		10.3	%		7.6	%
Telecommunication Services		6.7	%		4.4	%
Consumer Staples		5.4	%		9.9	%
Health Care		3.8	%		8.1	%
Real Estate		2.0	%		3.2	%
Utilities		1.6	%		3.1	%
Energy		1.6	%		6.3	%
Other Assets and Liabilities		1.6	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
China Lodging Group, Ltd., Sponsored ADR**		2.2	%
Ryanair Holdings PLC, Sponsored ADR		2.1
WH Group, Ltd., Sponsored ADR**		2.1
Grupo Financiero Banorte SAB de CV, Sponsored ADR		2.0
Colliers International Group, Inc.		2.0
Vestas Wind Systems A/S, ADR		2.0
ICON PLC		2.0
Grupo Financiero Santander Mexico SAB de CV, ADR, Series B shares		1.9
Carnival PLC, ADR		1.9
KB Financial Group, Inc., ADR		1.9
Top Ten as a Group		20.1	%

** Top Ten Holdings as of December 31, 2016

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

7

AMG Renaissance International Equity Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 98.4%
Consumer Discretionary - 16.4%
Bridgestone Corp., ADR (Japan)		2,019	$	43,631
Carnival PLC, ADR (United States)		740		48,929
China Lodging Group, Ltd., Sponsored ADR (China)*		706		56,960
GKN PLC, Sponsored ADR (United Kingdom)1		9,634		41,137
Magna International, Inc. (Canada)		1,040		48,183
Pandora A/S, Sponsored ADR (Denmark)1		1,948		45,486
Persimmon PLC, ADR (United Kingdom)1		794		46,298
Renault, S.A., ADR (France)		2,512		45,668
Valeo, S.A., Sponsored ADR (France)		1,319		44,628
Total Consumer Discretionary				420,920
Consumer Staples - 5.4%
Koninklijke Ahold Delhaize NV, Sponsored ADR (Netherlands)		2,043		39,110
Unilever PLC, Sponsored ADR (United Kingdom)		846		45,786
WH Group, Ltd., Sponsored ADR (Hong Kong)		2,625		52,802
Total Consumer Staples				137,698
Energy - 1.6%
LUKOIL PJSC, Sponsored ADR (Russia)		811		39,569
Financials - 16.2%
Allianz SE, Sponsored ADR (Germany)		2,312		45,720
DBS Group Holdings, Ltd., Sponsored ADR (Singapore)		775		46,888
Grupo Financiero Banorte SAB de CV, Sponsored ADR (Mexico)		1,597		50,992
Grupo Financiero Santander Mexico SAB de CV, ADR, Series B shares (Mexico)		5,101		49,174
Kasikornbank PCL, ADR (Thailand)1		1,913		44,917
KB Financial Group, Inc., ADR (South Korea)		968		48,874
Manulife Financial Corp. (Canada)		2,313		43,392
ORIX Corp., Sponsored ADR (Japan)		540		42,082
SCOR SE, Sponsored ADR (France)1		10,847		43,822
Total Financials				415,861
Health Care - 3.8%
ICON PLC (Ireland)*		512		50,068
Jazz Pharmaceuticals PLC (Ireland)*		309		48,050
Total Health Care				98,118
Industrials - 18.2%
ACS Actividades de Construccion y Servicios, S.A. (Spain)		1,148		44,386
AerCap Holdings N.V. (Ireland)*		909		42,205

	Shares		Value
Canadian National Railway Co. (Canada)		568	$	46,036
China Eastern Airlines Corp., Ltd., ADR (China)1		1,557		47,644
Controladora Vuela Cia de Aviacion SAB de CV, ADR (Mexico)*		3,290		47,869
Deutsche Post AG, Sponsored ADR (Germany)		1,246		46,850
Mitsubishi Electric Corp., ADR (Japan)		1,558		45,073
Ryanair Holdings PLC, Sponsored ADR (Ireland)*		498		53,590
SMC Corp., Sponsored ADR (Japan)		2,827		43,281
Vestas Wind Systems A/S, ADR (Denmark)		1,638		50,401
Total Industrials				467,335
Information Technology - 16.2%
Advanced Semiconductor Engineering, Inc., ADR (Taiwan)		6,735		42,498
Capgemini SE, ADR (France)		2,361		48,802
Check Point Software Technologies, Ltd. (Israel)*		411		44,832
Infineon Technologies AG, ADR (Germany)		2,292		48,820
Murata Manufacturing Co., Ltd., ADR (Japan)1		1,281		48,755
NetEase, Inc., ADR (China)		154		46,297
NXP Semiconductors N.V. (Netherlands)*		394		43,123
Taiwan Semiconductor Manufacturing Co., Ltd., Sponsored ADR (Taiwan)		1,344		46,986
Wipro, Ltd., ADR (India)1		8,432		43,846
Total Information Technology				413,959
Materials - 10.3%
Akzo Nobel NV, Sponsored ADR (Netherlands)		1,535		44,530
Arkema, S.A., Sponsored ADR (France)		430		46,208
CRH PLC, Sponsored ADR (Ireland)		1,257		44,586
Linde AG, Sponsored ADR (Germany)		2,532		48,538
Sinopec Shanghai Petrochemical Co., Ltd., Sponsored ADR (China)		733		39,223
Toray Industries, Inc., ADR (Japan)		2,399		40,351
Total Materials				263,436
Real Estate - 2.0%
Colliers International Group, Inc. (Canada)		902		50,918
Telecommunication Services - 6.7%
China Mobile, Ltd., Sponsored ADR (Hong Kong)		750		39,817
KDDI Corp., ADR (Japan)		3,165		41,715
Nippon Telegraph & Telephone Corp., ADR (Japan)		964		45,424
SK Telecom Co., Ltd., Sponsored ADR (South Korea)		1,713		43,973
Total Telecommunication Services				170,929

The accompanying notes are an integral part of these financial statements.

8

AMG Renaissance International Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Utilities - 1.6%
Korea Electric Power Corp., Sponsored ADR (South Korea)		2,324	$	41,762
Total Common Stocks (cost $2,180,846)				2,520,505
Rights - 0.0%#
Industrials - 0.0%#
ACS Actividades de Construccion y Servicios, S.A. (cost $964)*		1,148		918
	Principal Amount
Short-Term Investments - 9.6%
Repurchase Agreements - 8.9%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.120% total to be received $9,657 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 07/28/17 - 09/09/49, totaling $9,849)	$	9,656		9,656
Citibank N.A., dated 06/30/17, due 07/03/17, 1.080% total to be received $202,321 (collateralized by various U.S. Government Agency Obligations, 0.000% - 8.000%, 11/15/17 - 02/15/47, totaling $206,349)		202,303		202,303
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.070% total to be received $11,754 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $11,988)		11,753		11,753
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $5,773 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $5,887)		5,772		5,772
Total Repurchase Agreements				229,484

	Principal Amount		Value
Other Investment Companies - 0.7%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3	$	17,359	$	17,359
Total Short-Term Investments (cost $246,843)				246,843
Total Investments - 108.0% (cost $2,428,653)				2,768,266
Other Assets, less Liabilities - (8.0)%				(206,152	)
Net Assets - 100.0%			$	2,562,114

The accompanying notes are an integral part of these financial statements.

9

Notes to Schedules of Portfolio Investments

The following footnotes should be read in conjunction with each of the Schedules of Portfolio Investments previously presented in this report.

At June 30, 2017, the approximate cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax were as follows:

Fund	Cost		Appreciation		Depreciation			Net
AMG Renaissance Large Cap Growth Fund	$	67,997,702	$	12,958,617	$	(1,858,095	)	$	11,100,522
AMG Renaissance International Equity Fund		2,606,243		220,126		(58,103	)		162,023

^*  Non-income producing security.

^#  Rounds to less than 0.05%.

¹  Some or all of these securities were out on loan to various brokers as of June 30, 2017, amounting to the following:

Fund	Market Value		% of Net Assets
AMG Renaissance Large Cap Growth Fund	$	2,740,856		3.6	%
AMG Renaissance International Equity Fund		224,483		8.8	%

²  Collateral received from brokers for securities lending was invested in these joint repurchase agreements.

³  Yield shown represents the June 30, 2017, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

The accompanying notes are an integral part of these financial statements.

10

Notes to Schedules of Portfolio Investments (continued)

Country	AMG Renaissance International Equity Fund†			MSCI ACWI ex USA
Australia		0.0	%		4.9	%
Austria		0.0	%		0.2	%
Belgium		0.0	%		0.8	%
Brazil		0.0	%		1.6	%
Canada		7.5	%		6.6	%
Chile		0.0	%		0.3	%
China		7.5	%		6.6	%
Colombia		0.0	%		0.1	%
Denmark		3.8	%		1.3	%
Finland		0.0	%		0.7	%
France		9.1	%		7.3	%
Germany		7.5	%		6.6	%
Greece		0.0	%		0.1	%
Hong Kong		3.7	%		2.4	%
Hungary		0.0	%		0.1	%
India		1.7	%		2.1	%
Indonesia		0.0	%		0.6	%
Ireland		9.5	%		0.3	%
Israel		1.8	%		0.5	%
Italy		0.0	%		1.6	%
Japan		13.9	%		16.3	%
Malaysia		0.0	%		0.6	%

Country	AMG Renaissance International Equity Fund†			MSCI ACWI ex USA
Mexico		5.9	%		0.9	%
Netherlands		5.0	%		2.5	%
New Zealand		0.0	%		0.1	%
Norway		0.0	%		0.4	%
Peru		0.0	%		0.1	%
Philippines		0.0	%		0.3	%
Poland		0.0	%		0.3	%
Portugal		0.0	%		0.1	%
Qatar		0.0	%		0.2	%
Russia		1.6	%		0.7	%
Singapore		1.9	%		0.9	%
South Africa		0.0	%		1.6	%
South Korea		5.3	%		3.7	%
Spain		1.8	%		2.4	%
Sweden		0.0	%		2.0	%
Switzerland		0.0	%		5.9	%
Taiwan		3.5	%		3.0	%
Thailand		1.8	%		0.5	%
Turkey		0.0	%		0.3	%
United Arab Emirates		0.0	%		0.2	%
United Kingdom		5.3	%		12.3	%
United States		1.9	%		0.0	%
		100.0	%		100.0	%

† As a percentage of total long term investments as of June 30, 2017.

The accompanying notes are an integral part of these financial statements.

11

Notes to Schedules of Portfolio Investments (continued)

The following table summarizes the inputs used to value the Funds’ investments by the fair value hierarchy levels as of June 30, 2017:

(See Note 1(a) in the Notes to Financial Statements.)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG Renaissance Large Cap Growth Fund
Investments in Securities
Common Stocks†	$	75,795,676		—		—	$	75,795,676
Short-Term Investments
Repurchase Agreements		—	$	2,807,112		—		2,807,112
Other Investment Companies		495,436		—		—		495,436
Total Investments in Securities	$	76,291,112	$	2,807,112		—	$	79,098,224

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG Renaissance International Equity Fund
Investments in Securities
Common Stocks†	$	2,520,505		—		—	$	2,520,505
Rights		918		—		—		918
Short-Term Investments
Repurchase Agreements		—	$	229,484		—		229,484
Other Investment Companies		17,359		—		—		17,359
Total Investments in Securities	$	2,538,782	$	229,484		—	$	2,768,266

† All common stocks held in the Funds are Level 1 securities. For a detailed breakout of the common stocks by major industry classification, please refer to each fund’s respective Schedule of Portfolio Investments.

As of June 30, 2017, the Funds had no transfers between levels from the beginning of the reporting period.

INVESTMENTS DEFINITIONS AND ABBREVIATIONS:

ADR: ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank. The value of an ADR security is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADRs are initiated by the underlying foreign company.

The accompanying notes are an integral part of these financial statements.

12

Statement of Assets and Liabilities (unaudited)

June 30, 2017

	AMG Renaissance Large Cap Growth Fund		AMG Renaissance International Equity Fund
Assets:
Investments at value* (including securities on loan valued at $2,740,856 and $224,483, respectively)	$	79,098,224	$	2,768,266
Cash		—		33
Receivable for Fund shares sold		14,371		—
Receivable for investments sold		3,049,921		—
Dividends, interest and other receivables		38,892		15,412
Receivable from affiliate		13,765		9,012
Prepaid expenses		37,778		34,007
Total assets		82,252,951		2,826,730
Liabilities:
Payable upon return of securities loaned		2,807,112		229,484
Payable for investments purchased		2,082,341		—
Payable for Fund shares repurchased		188,816		—
Accrued expenses:
Investment advisory and management fees		34,284		845
Administrative fees		9,716		317
Shareholder servicing fees - Class I		—		28
Distribution fees - Class N		947		97
Professional fees		18,204		19,514
Trustees fees and expenses		348		6
Other		25,449		14,325
Total liabilities		5,167,217		264,616
Net Assets	$	77,085,734	$	2,562,114
* Investments at cost	$	67,967,529	$	2,428,653

The accompanying notes are an integral part of these financial statements.

13

Statement of Assets and Liabilities (continued)

	AMG Renaissance Large Cap Growth Fund		AMG Renaissance International Equity Fund
Net Assets Represent:
Paid-in capital	$	62,500,017	$	2,626,620
Undistributed net investment income		304,069		24,699
Accumulated net realized gain (loss) from investments		3,150,953		(428,818	)
Net unrealized appreciation of investments		11,130,695		339,613
Net Assets	$	77,085,734	$	2,562,114
Class N:
Net Assets	$	4,486,654	$	455,101
Shares outstanding		345,755		45,763
Net asset value, offering and redemption price per share	$	12.98	$	9.94
Class I:
Net Assets	$	9,043,478	$	253,616
Shares outstanding		690,966		25,467
Net asset value, offering and redemption price per share	$	13.09	$	9.96
Class Z:
Net Assets	$	63,555,602	$	1,853,397
Shares outstanding		4,908,365		186,014
Net asset value, offering and redemption price per share	$	12.95	$	9.96

The accompanying notes are an integral part of these financial statements.

14

Statement of Operations (unaudited)

For the six months ended June 30, 2017

	AMG Renaissance Large Cap Growth Fund			AMG Renaissance International Equity Fund
Investment Income:
Dividend income	$	577,155		$	41,881
Securities lending income		1,068			3,998
Foreign withholding tax		—			(5,015	)
Total investment income		578,223			40,864
Expenses:
Investment advisory and management fees		212,664			4,748
Administrative fees		58,784			1,780
Shareholder servicing fees - Class N		3,186			345
Shareholder servicing fees - Class I		7,811			114
Distribution fees - Class N		5,311			574
Registration fees		27,181			25,219
Professional fees		15,825			14,914
Reports to shareholders		10,171			2,269
Transfer agent fees		4,664			297
Trustees fees and expenses		3,456			103
Custodian fees		2,683			4,664
Miscellaneous		1,088			477
Total expenses before offsets/reductions		352,824			55,504
Expense reimbursements		(77,864	)		(44,382	)
Expense reductions		(806	)		(548	)
Net expenses		274,154			10,574
Net investment income		304,069			30,290
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		2,395,750			45,067
Net realized loss on foreign currency transactions		—			(321	)
Net change in unrealized appreciation of investments		4,391,295			294,989
Net realized and unrealized gain		6,787,045			339,735
Net increase in net assets resulting from operations	$	7,091,114		$	370,025

The accompanying notes are an integral part of these financial statements.

15

Statements of Changes in Net Assets

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016

	AMG Renaissance Large Cap Growth Fund						AMG Renaissance International Equity Fund
	2017			2016#			2017		2016#
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment income	$	304,069		$	552,593		$	30,290	$	41,696
Net realized gain (loss) on investments		2,395,750			1,749,376			44,746		(227,905	)
Net change in unrealized appreciation (depreciation) of investments		4,391,295			3,950,607			294,989		93,548
Net increase (decrease) in net assets resulting from operations		7,091,114			6,252,576			370,025		(92,661	)
Distributions to Shareholders:
From net investment income:
Class N		—			(12,054	)		—		(7,871	)
Class I		—			(94,667	)		—		(4,116	)
Class Z		—			(447,027	)		—		(35,776	)
From net realized gain on investments:
Class N		—			(41,286	)		—		—
Class I		—			(205,073	)		—		—
Class Z		—			(778,779	)		—		—
From paid-in capital:
Class N		—			—			—		(3,077	)
Class I		—			—			—		(1,609	)
Class Z		—			—			—		(13,989	)
Total distributions to shareholders		—			(1,578,886	)		—		(66,438	)
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		(1,713,900	)		3,346,471			137,598		(906,207	)
Total increase in net assets		5,377,214			8,020,161			507,623		(1,065,306	)
Net Assets:
Beginning of Period		71,708,520			63,688,359			2,054,491		3,119,797
End of Period	$	77,085,734		$	71,708,520		$	2,562,114	$	2,054,491
Undistributed (distributions in excess) of net investment income	$	304,069			—		$	24,699	$	(5,591	)

^#  Effective October 1, 2016, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

¹  See Note 1(g) of the Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements.

16

AMG Renaissance Large Cap Growth Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017			For the years ended December 31,
Class N	(unaudited)			2016#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	11.86		$	11.10		$	11.51		$	11.80		$	11.63		$	10.77
Income from Investment Operations:
Net investment income1,2		0.03			0.04			0.01			0.03			0.01			0.01
Net realized and unrealized gain (loss) on investments		1.09			0.94			(0.18	)		2.30			3.95			1.83
Total income (loss) from investment operations		1.12			0.98			(0.17	)		2.33			3.96			1.84
Less Distributions to Shareholders from:
Net investment income		—			(0.05	)		—			(0.03	)		(0.08	)		(0.01	)
Net realized gain on investments		—			(0.17	)		(0.24	)		(2.59	)		(3.71	)		(0.97	)
Total distributions to shareholders		—			(0.22	)		(0.24	)		(2.62	)		(3.79	)		(0.98	)
Net Asset Value, End of Period	$	12.98		$	11.86		$	11.10		$	11.51		$	11.80		$	11.63
Total Return2		9.44	%10		8.81	%		(1.53	)%		19.59	%5		34.17	%5		17.10	%
Ratio of net expenses to average net assets3		1.06	%11		1.15	%		1.14	%		1.14	%		1.17	%6		1.15	%7
Ratio of gross expenses to average net assets4		1.26	%11		1.44	%		1.58	%		1.97	%		1.71	%6		1.65	%7
Ratio of net investment income to average net assets2		0.42	%11		0.39	%		0.09	%		0.23	%		0.10	%6		0.10	%7
Portfolio turnover		17	%10		37	%		48	%		60	%		53	%		86	%
Net assets at end of period (000’s omitted)	$	4,487		$	3,069		$	2,533		$	7,239		$	984		$	562
	For the six months ended June 30, 2017			For the years ended December 31,
Class I	(unaudited)			2016#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	11.94		$	11.17		$	11.59		$	11.87		$	11.68		$	10.83
Income from Investment Operations:
Net investment income1,2		0.04			0.08			0.06			0.07			0.07			0.05
Net realized and unrealized gain (loss) on investments		1.11			0.94			(0.20	)		2.33			3.97			1.82
Total income (loss) from investment operations		1.15			1.02			(0.14	)		2.40			4.04			1.87
Less Distributions to Shareholders from:
Net investment income		—			(0.08	)		(0.04	)		(0.05	)		(0.11	)		(0.05	)
Net realized gain on investments		—			(0.17	)		(0.24	)		(2.63	)		(3.74	)		(0.97	)
Total distributions to shareholders		—			(0.25	)		(0.28	)		(2.68	)		(3.85	)		(1.02	)
Net Asset Value, End of Period	$	13.09		$	11.94		$	11.17		$	11.59		$	11.87		$	11.68
Total Return2		9.63	%10		9.12	%		(1.23	)%		20.08	%		34.75	%		17.42	%
Ratio of net expenses to average net assets3		0.78	%11		0.81	%		0.80	%		0.75	%		0.77	%6		0.82	%7
Ratio of gross expenses to average net assets4		0.98	%11		1.10	%		1.23	%		1.59	%		1.30	%6		1.32	%7
Ratio of net investment income to average net assets2		0.70	%11		0.73	%		0.52	%		0.51	%		0.49	%6		0.43	%7
Portfolio turnover		17	%10		37	%		48	%		60	%		53	%		86	%
Net assets at end of period (000’s omitted)	$	9,043		$	14,173		$	17,189		$	14,343		$	11,336		$	8,814

17

AMG Renaissance Large Cap Growth Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017			For the years ended December 31,
Class Z	(unaudited)			2016#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	11.81		$	11.04		$	11.45		$	11.76		$	11.58		$	10.74
Income from Investment Operations:
Net investment income1,2		0.05			0.10			0.09			0.08			0.08			0.08
Net realized and unrealized gain (loss) on investments		1.09			0.94			(0.21	)		2.31			3.94			1.81
Total income (loss) from investment operations		1.14			1.04			(0.12	)		2.39			4.02			1.89
Less Distributions to Shareholders from:
Net investment income		—			(0.10	)		(0.05	)		(0.07	)		(0.13	)		(0.08	)
Net realized gain on investments		—			(0.17	)		(0.24	)		(2.63	)		(3.71	)		(0.97	)
Total distributions to shareholders		—			(0.27	)		(0.29	)		(2.70	)		(3.84	)		(1.05	)
Net Asset Value, End of Period	$	12.95		$	11.81		$	11.04		$	11.45		$	11.76		$	11.58
Total Return2		9.65	%10		9.38	%		(1.06	)%		20.15	%		34.95	%		17.62	%
Ratio of net expenses to average net assets3		0.66	%11		0.65	%		0.64	%		0.64	%		0.67	%6		0.65	%7
Ratio of gross expenses to average net assets4		0.86	%11		0.94	%		1.07	%		1.51	%		1.16	%6		1.15	%7
Ratio of net investment income to average net assets2		0.82	%11		0.89	%		0.76	%		0.63	%		0.58	%6		0.64	%7
Portfolio turnover		17	%10		37	%		48	%		60	%		53	%		86	%
Net assets at end of period (000’s omitted)	$	63,556		$	54,467		$	43,966		$	8,184		$	3,612		$	15,674

18

AMG Renaissance International Equity Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017 (unaudited)			For the years ended December 31,						For the period from June 16, 2014 through December 31, 2014*
Class N				2016#			2015
Net Asset Value, Beginning of Period	$	8.47		$	8.90		$	9.13		$	10.00
Income from Investment Operations:
Net investment income1,2		0.10			0.12			0.06	8		0.03
Net realized and unrealized gain (loss) on investments		1.37			(0.33	)		(0.20	)		(0.87	)
Total income (loss) from investment operations		1.47			(0.21	)		(0.14	)		(0.84	)
Less Distributions to Shareholders from:
Net investment income		—			(0.16	)		(0.09	)		(0.03	)
Paid-in capital		—			(0.06	)		—			—
Total distributions to shareholders		—			(0.22	)		(0.09	)		(0.03	)
Net Asset Value, End of Period	$	9.94		$	8.47		$	8.90		$	9.13
Total Return2		17.36	%10		(2.37	)%		(1.56	)%5		(8.45	)%5,10
Ratio of net expenses to average net assets9		1.23	%11		1.30	%		1.29	%		1.12	%11
Ratio of gross expenses to average net assets4		4.99	%11		4.00	%		4.78	%		7.85	%11
Ratio of net investment income to average net assets2		2.22	%11		1.36	%		0.68	%		0.49	%11
Portfolio turnover		39	%10		93	%		46	%		20	%10
Net assets at end of period (000’s omitted)	$	455		$	357		$	1,010		$	85
	For the six months ended June 30, 2017 (unaudited)			For the years ended December 31,						For the period from June 16, 2014 through December 31, 2014*
Class I				2016#			2015
Net Asset Value, Beginning of Period	$	8.47		$	8.93		$	9.12		$	10.00
Income from Investment Operations:
Net investment income1,2		0.12			0.13			0.11	8		0.05
Net realized and unrealized gain (loss) on investments		1.37			(0.31	)		(0.21	)		(0.89	)
Total income (loss) from investment operations		1.49			(0.18	)		(0.10	)		(0.84	)
Less Distributions to Shareholders from:
Net investment income		—			(0.20	)		(0.09	)		(0.04	)
Paid-in capital		—			(0.08	)		—			—
Total distributions to shareholders		—			(0.28	)		(0.09	)		(0.04	)
Net Asset Value, End of Period	$	9.96		$	8.47		$	8.93		$	9.12
Total Return2		17.59	%10		(2.02	)%		(1.11	)%		(8.36	)%10
Ratio of net expenses to average net assets9		0.94	%11		0.90	%		0.87	%		0.87	%11
Ratio of gross expenses to average net assets4		4.70	%11		4.00	%		4.28	%		7.98	%11
Ratio of net investment income to average net assets2		2.51	%11		1.54	%		1.17	%		0.86	%11
Portfolio turnover		39	%10		93	%		46	%		20	%10
Net assets at end of period (000’s omitted)	$	254		$	179		$	177		$	100

19

AMG Renaissance International Equity Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017 (unaudited)			For the years ended December 31,						For the period from June 16, 2014 through December 31, 2014*
Class Z				2016#			2015
Net Asset Value, Beginning of Period	$	8.47		$	8.92		$	9.12		$	10.00
Income from Investment Operations:
Net investment income1,2		0.12			0.15			0.13	8		0.05
Net realized and unrealized gain (loss) on investments		1.37			(0.31	)		(0.23	)		(0.88	)
Total income (loss) from investment operations		1.49			(0.16	)		(0.10	)		(0.83	)
Less Distributions to Shareholders from:
Net investment income		—			(0.21	)		(0.10	)		(0.05	)
Paid-in capital		—			(0.08	)		—			—
Total distributions to shareholders		—			(0.29	)		(0.10	)		(0.05	)
Net Asset Value, End of Period	$	9.96		$	8.47		$	8.92		$	9.12
Total Return2		17.59	%10		(1.83	)%		(1.08	)%		(8.32	)%10
Ratio of net expenses to average net assets9		0.83	%11		0.80	%		0.79	%		0.76	%11
Ratio of gross expenses to average net assets4		4.59	%11		3.79	%		4.03	%		7.70	%11
Ratio of net investment income to average net assets2		2.62	%11		1.71	%		1.34	%		0.91	%11
Portfolio turnover		39	%10		93	%		46	%		20	%10
Net assets at end of period (000’s omitted)	$	1,853		$	1,519		$	1,933		$	1,944

Notes to Financial Highlights

^* Commencement of operations was on June 16, 2014.

^# Effective October 1, 2016, the Investor Class, Service Class and Institutional Class of AMG Renaissance Large Cap Growth Fund and AMG Renaissance International Equity Fund were renamed as Class N, Class I and Class Z, respectively.

¹ Per share numbers have been calculated using average shares.

² Total returns and net investment income would have been lower had certain expenses not been offset.

³ Includes reduction from broker recapture amounting to 0.01%, 0.02%, 0.02%, 0.01%, 0.02%, for the years ended 2016, 2015, 2014, 2013, 2012, respectively.

⁴ Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Notes 1(c) and 2 in the Notes to Financial Statements.)

⁵ The Total Return is based on the Financial Statement Net Asset Values as shown in the Financial Highlights.

⁶ Includes non-routine extraordinary expenses amounting to 0.019%, 0.019% and 0.021% of average net assets for the Class N, Class I and Class Z, respectively.

⁷ Includes non-routine extraordinary expenses amounting to 0.004%, 0.004% and 0.004% of average net assets for the Class N, Class I and Class Z, respectively.

⁸ Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.05, $0.10 and $0.12 for the Class N, Class I and Class Z, respectively.

⁹ Includes reduction from broker recapture amounting to 0.02% for the six months ended June 30, 2017, 0.05% and 0.06% for the years ended December 31, 2016 and December 31, 2015, and Class N 0.10%, Class I and Class Z 0.09% for the period ended December 31, 2014, respectively.

¹⁰ Not annualized.

¹¹ Annualized.

20

Notes to Financial Statements (unaudited)

June 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds (the “Trust”) is an open-end management investment company, organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are the AMG Renaissance Large Cap Growth Fund (“Large Cap Growth”) and AMG Renaissance International Equity Fund (“International Equity”), each a “Fund” and collectively the “Funds.”

Each Fund offers three classes of shares, which effective October 1, 2016, were renamed. Each Fund previously offered Investor Class shares, Service Class shares and Institutional Class shares which were renamed Class N, Class I and Class Z, respectively. Each class represents an interest in the same assets of the respective Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. VALUATION OF INVESTMENTS

Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in the over-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third-party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (“Investment Manager”) are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each individual price exceeds a pre-established confidence level.

U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in

21

Notes to Financial Statements (continued)

pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.

b. SECURITY TRANSACTIONS

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date, and if after the fact, as soon as the Fund becomes aware of the ex-dividend date, except for Korean securities where dividends are recorded on confirmation date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trust and other trusts within the AMG Funds family of mutual funds (collectively, the “AMG Funds family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized gains and losses, the common expenses of each Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

The Funds had certain portfolio trades directed to various brokers, under a brokerage recapture program. Credits received from the brokerage recapture program are earned and paid on a monthly basis, and are recorded as expense

offsets, which serve to reduce the Fund’s overall expense ratio. For the six months ended June 30, 2017, the impact on the expense ratios, if any, were as follows: Large Cap Growth—$806 or less than 0.01% and International Equity—$548 or 0.02%.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December, as described in the Funds’ prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Temporary differences are due to differences between book and tax treatment of losses for excise tax purposes, mark-to-market of passive foreign investment companies and wash sales.

e. FEDERAL TAXES

Each Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2016, and for all open tax years (generally, the three prior taxable years) and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of June 30, 2017, the following Fund had accumulated net realized capital loss carryovers from securities transactions for federal income tax

22

Notes to Financial Statements (continued)

purposes as shown in the following chart. These amounts may be used to offset future realized capital gains, if any, for an unlimited time period.

	Capital Loss Carryover Amounts
Fund	Short-Term		Long-Term		Total
International Equity	$	165,305	$	124,995	$	290,300

As of December 31, 2016, Large Cap Growth had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Fund incur net capital losses for the year ended December 31, 2017, such amounts may be used to offset future realized capital gains, if any, for an unlimited time period.

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation.

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016, the capital stock transactions by class for the Funds were as follows:

	Large Cap Growth												International Equity
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		143,730		$	1,790,253			138,761		$	1,589,266			92,378		$	857,652			197,520		$	1,723,821
Reinvestment of dividends and distributions		—			—			4,416			53,340			—			—			1,266			10,712
Cost of shares repurchased		(56,728	)		(722,770	)		(112,631	)		(1,251,597	)		(88,724	)		(820,449	)		(270,158	)		(2,310,451	)
Net increase (decrease)		87,002		$	1,067,483			30,546		$	391,009			3,654		$	37,203			(71,372	)	$	(575,918	)
Class I:
Proceeds from sale of shares		82,422		$	1,041,849			172,150		$	1,951,891			4,826		$	45,195			627		$	5,438
Reinvestment of dividends and distributions		—			—			24,439			297,441			—			—			676			5,725
Cost of shares repurchased		(578,070	)		(7,492,085	)		(549,050	)		(6,135,507	)		(497	)		(4,800	)		—			—
Net increase (decrease)		(495,648	)	$	(6,450,236	)		(352,461	)	$	(3,886,175	)		4,329		$	40,395			1,303		$	11,163
Class Z:
Proceeds from sale of shares		646,344		$	8,103,820			1,447,385		$	15,950,625			6,674		$	60,000			7,377		$	62,517
Reinvestment of dividends and distributions		—			—			47,804			575,081			—			—			5,882			49,765
Cost of shares repurchased		(349,687	)		(4,434,967	)		(864,683	)		(9,684,069	)		—			—			(50,512	)		(453,734	)
Net increase (decrease)		296,657		$	3,668,853			630,506		$	6,841,637			6,674		$	60,000			(37,253	)	($	341,452	)

At June 30, 2017, certain unaffiliated shareholders of record, including omnibus accounts, individually or collectively held greater than 10% of the net assets of the Funds as follows: Large Cap Growth—one owns 46%; International Equity—two own 62%. Transactions by these shareholders may have a material impact on their respective Fund.

23

Notes to Financial Statements (continued)

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Funds participate on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Funds’ custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At June 30, 2017, the market value of Repurchase Agreements outstanding for Large Cap Growth and International Equity were $2,807,112 and $229,484, respectively.

i. FOREIGN CURRENCY TRANSLATION

The books and records of the Funds are maintained in U.S. dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based on currency exchange rates prevailing on the respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holdings of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions and forward foreign currency exchange contracts; and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

The Funds do not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

j. FOREIGN SECURITIES

International Equity invests in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity. A Fund’s investments in emerging market countries are exposed to additional risks. A Fund’s performance will be influenced by political, social and economic factors affecting companies in emerging market countries. Emerging market countries

generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries.

Realized gains in certain countries may be subject to foreign taxes at the Fund level, and would pay such foreign taxes at the appropriate rate for each jurisdiction.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by The Renaissance Group LLC (“Renaissance”), who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in Renaissance.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the six months ended June 30, 2017, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

Large Cap Growth*
on the first $50 million	0.55	%
on the next $25 million	0.50	%
on the next $25 million	0.45	%
on balance over $100 million	0.40	%
International Equity	0.40	%

* Effective May 1, 2017, Large Cap Growth changed to a tiered management fee structure. Prior to May 1, 2017, the annual rate for Large Cap Growth’s investment management fee was 0.55% of the Fund’s average daily net assets.

The Investment Manager has contractually agreed, through at least May 1, 2019, for Large Cap Growth and through at least May 1, 2018 for International Equity, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) of Large Cap Growth and International Equity to 0.66% and 0.85%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances. The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.

In general, for a period of up to 36 months, the Investment Manager may recover from each Fund, fees waived and expenses paid pursuant to this

24

Notes to Financial Statements (continued)

contractual agreement, provided that such repayment would not cause the Fund’s total annual fund operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount.

At June 30, 2017, each Fund’s expiration of recoupment are as follows:

Expiration Period	Large Cap Growth		International Equity
Less than 1 year*	$	156,333	$	108,339
Within 2 years		211,256		83,574
Within 3 years		171,467		87,340
Total Amount Subject to Reimbursement	$	539,056	$	279,253

*A portion of this represents the expiration amount through the year ended December 31, 2017 of $88,752 and $78,463 for Large Cap Growth and International Equity, respectively.

The Trust, on behalf of the Funds, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund as further described in each Fund’s prospectus. Effective October 1, 2016, each Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service. Prior to October 1, 2016, the Funds paid an administration fee under a similar contract at an annual rate of 0.25% of each Fund’s average daily net assets.

The Funds are distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.

The Trust has adopted a distribution and service plan (the “Plan”) with respect to Class N shares of each Fund, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset-based sales charges. Pursuant to the Plan, each Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each Fund’s Class N shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor of up to 0.25% annually of each Fund’s average daily net assets attributable to the Class N shares. The Plan further provides for periodic payments by the Fund or the Distributor to brokers, dealers and other financial intermediaries for providing shareholder services and for promotional and other sales related costs. The portion of payments made under the plan by Class N shares for shareholder

servicing may not exceed an annual rate of 0.25% of the average daily net asset value of the Fund’s shares of that class owned by clients of such broker, dealer or financial intermediary.

For each of the Class N and Class I shares, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to each financial intermediary, such as broker-dealers (including fund supermarket platforms) banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. There are no shareholder servicing fees authorized for Class Z. The Class N and Class I shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class’s average daily net asset value as shown in the table below.

The impact on the annualized expense ratios for the six months ended June 30, 2017, were as follows:

Fund	Maximum Annual Amount Approved			Actual Amount Incurred
Large Cap Growth
Class N*		0.25	%		0.15	%
Class I		0.15	%		0.12	%
International Equity
Class N*		0.25	%		0.15	%
Class I		0.15	%		0.11	%

* Effective February 27, 2017, the maximum annual rate was decreased to 0.15% from 0.25%.

The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds family. The Trustees of the Trust who are not affiliated with an Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Securities and Exchange Commission (the “SEC”) has granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended June 30, 2017, the Funds neither borrowed from nor lent to other funds in the AMG Funds family. At June 30, 2017, the Funds had no interfund loans outstanding.

25

Notes to Financial Statements (continued)

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended June 30, 2017, were as follows:

	Long-Term Securities
Fund	Purchases		Sales
Large Cap Growth	$	13,016,411	$	14,387,549
International Equity		1,079,810		931,442

The Funds had no purchases or sales of U.S. Government Obligations during the six months ended June 30, 2017.

4. PORTFOLIO SECURITIES LOANED

The Funds participate in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

At June 30, 2017, the value of the securities loaned and cash collateral received, were as follows:

Fund	Securities Loaned		Cash Collateral Received
Large Cap Growth	$	2,740,856	$	2,807,112
International Equity		224,483		229,484

5. COMMITMENTS AND CONTINGENCIES

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.

6. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Funds do not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4.

26

Notes to Financial Statements (continued)

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of June 30, 2017:

	Net Amounts of Assets		Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Presented in the Statement of Assets and Liabilities		Financial Instruments		Cash Collateral Received		Net Amount
Large Cap Growth
BNP Paribas S.A.	$	76,034	$	76,034		—		—
Cantor Fitzgerald Securities, Inc.		1,000,000		1,000,000		—		—
Daiwa Capital Markets America		593,071		593,071		—		—
HSBC Securities USA, Inc.		92,550		92,550		—		—
Jefferies LLC		45,457		45,457		—		—
State of Wisconsin Investment Board		1,000,000		1,000,000		—		—
Totals	$	2,807,112	$	2,807,112		—		—
International Equity
BNP Paribas S.A.	$	9,656	$	9,656		—		—
Citibank N.A.		202,303		202,303		—		—
HSBC Securities USA, Inc.		11,753		11,753		—		—
Jefferies LLC		5,772		5,772		—		—
Totals	$	229,484	$	229,484		—		—

7. REGULATORY UPDATES

On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X, which sets forth the form and content of financial statements. Management has evaluated the implications of adopting these amendments and has determined there is no material impact on the financial statements and accompanying notes.

8. SUBSEQUENT EVENTS

On July 31, 2017, the Large Cap Growth Fund (“the Fund”) acquired all the net assets of AMG Managers Cadence Capital Appreciation Fund (“Capital Appreciation”) based on the respective valuations as of the close of business on July 28, 2017, pursuant to a Plan of Reorganization approved by the shareholders of Capital Appreciation on July 22, 2017.

The acquisition was accomplished by a tax-free exchange of 357,760 Class I shares of the Fund at a net asset value of $13.37 per share for 148,110 Class I shares of Capital Appreciation; 4,949,178 Class N shares of the Fund at a net asset value of $13.25 per share for 2,060,117 Class N shares of Capital Appreciation; and 2,961,729 Class Z shares of the Fund at a net asset value of $13.23 per share for 1,187,364 Class Z shares of Capital Appreciation.

The net assets of the Fund and Capital Appreciation immediately before the acquisition were $75,748,095 and $109,533,358, respectively, including unrealized depreciation of $125,340 for Capital Appreciation. Immediately after the acquisition, the combined net assets of the Fund amounted to $185,281,453.

27

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

AMG Renaissance Large Cap Growth Fund and AMG Renaissance International Equity Fund: Approval of Investment Management and Subadvisory Agreements on June 28-29, 2017

At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for each of AMG Renaissance Large Cap Growth Fund and AMG Renaissance International Equity Fund (each, a “Fund,” and collectively, the “Funds”) and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 (collectively, the “Investment Management Agreement”) and (ii) the Subadvisory Agreements, as amended at any time prior to the date of the meeting, with the Subadviser with respect to each Fund (collectively, the “Subadvisory Agreements”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreement and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to the Funds, the Investment Manager and the Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (each, a “Peer Group”), performance information for relevant benchmark indices (each, a “Fund Benchmark”) and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadviser under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their

independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management and Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT AND QUALITY OF SERVICES.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreement and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the Investment Manager’s oversight of the performance by the Subadviser of its portfolio management duties; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to each Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect to each Fund; prepares and presents periodic

reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trust in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to or replacements of the Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain a contractual expense limitation for each Fund. The Trustees also considered the Investment Manager’s risk management processes.

28

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

The Trustees also reviewed information relating to the Subadviser’s financial condition, operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding the Subadviser’s organizational and management structure and the Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individual at the Subadviser with portfolio management responsibility for each Fund, including the information set forth in the Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by the Subadviser in the past; (b) the qualifications and experience of the Subadviser’s personnel; and (c) the Subadviser’s compliance program. The Trustees also took into account the financial condition of the Subadviser with respect to its ability to provide the services required under each Subadvisory Agreement. The Trustees also considered the Subadviser’s risk management processes.

PERFORMANCE.

As noted above, the Board considered each Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board was mindful of the Investment Manager’s attention to monitoring the Subadviser’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.

With respect to AMG Renaissance Large Cap Growth Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class Z shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year and 5-year periods ended March 31, 2017 and for the period from the Fund’s inception on June 3, 2009 through March 31, 2017 was above the median performance for the Peer Group and above, below, above and below, respectively, the performance of the Fund Benchmark, the Russell 1000^® Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including its more recent improved performance relative to its Peer Group and Fund Benchmark. The Trustees noted that Class Z shares of the Fund ranked in the top decile relative to its Peer Group for the 5-year period and in the top quintile relative to its Peer Group for the 1-year and 3-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory.

With respect to AMG Renaissance International Equity Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class Z shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year period ended March 31, 2017 and for the period from the Fund’s inception on June 16, 2014 through March 31, 2017 was below and at, respectively, the median performance for the Peer Group and below and above, respectively, the performance of the Fund Benchmark, the MSCI All Country World Index ex US. The Trustees took into account management’s discussion of the Fund’s performance, including its more recent underperformance relative to its Peer Group and Fund Benchmark. The Trustees noted the fact that Class Z shares of the Fund outperformed the Fund Benchmark and ranked at the cusp of the top half relative to its Peer Group for the period from the Fund’s inception through March 31, 2017. The Trustees concluded that the Fund’s overall performance has been satisfactory.

ADVISORY AND SUBADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as Investment Manager and sponsor of the Funds and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the various changes in management, administrative and shareholder servicing fee rates that were implemented during the past year for the Funds, noting that the Investment Manager provides administrative and shareholder services to the Funds pursuant to an Administration Agreement with the Funds. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees also noted any payments that were made from the Subadviser to the Investment Manager, and any other payments made or to be made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset levels of the Funds, and the impact on profitability of both the current asset levels and any future growth of assets of the Funds.

In considering the cost of services to be provided by the Investment Manager under the Investment Management Agreement and the profitability to the Investment Manager of its relationship with each Fund, the Trustees noted the undertaking by the Investment Manager to maintain contractual expense limitations for the Funds. The Board also

29

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

took into account management’s discussion of the advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as each Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

In considering the reasonableness of the subadvisory fees payable by the Investment Manager to the Subadviser, the Trustees reviewed information regarding the cost to the Subadviser of providing subadvisory services to each Fund and the resulting profitability from the relationships. The Trustees noted that, because the Subadviser is an affiliate of the Investment Manager, a portion of the Subadviser’s revenues or profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the subadvisory fee structure, and the services the Subadviser provides in performing its functions under each Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the profitability to the Subadviser is reasonable and that the Subadviser is not realizing material benefits from economies of scale that would warrant adjustments to the advisory or subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

With respect to AMG Renaissance Large Cap Growth Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2019, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.66%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG Renaissance International Equity Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.85%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

*    *     *     *

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management and Subadvisory Agreements: (a) the Investment Manager has demonstrated that it possesses the resources and capability to perform its duties under the Investment Management Agreement; (b) the Subadviser has the resources to perform its duties under each Subadvisory Agreement and is qualified to manage each Fund’s assets in accordance with its investment objectives and policies; and (c) the Investment Manager and Subadviser maintain appropriate compliance programs.

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 28-29, 2017, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for each Fund.

30

THIS PAGE INTENTIONALLY LEFT BLANK

THIS PAGE INTENTIONALLY LEFT BLANK

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

SUBADVISER

The Renaissance Group LLC

625 Eden Park Drive, Suite 1200

Cincinnati, OH 45202

CUSTODIAN

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt A. Keilhacker

Steven J. Paggioli

Richard F. Powers III

Eric Rakowski

Victoria L. Sassine

Thomas R. Schneeweis

This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

Current net asset values per share for each Fund are available on the Funds’ website at www.amgfunds.com.

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC website at www.sec.gov.

Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.

www.amgfunds.com         |

AFFILIATE SUBADVISED FUNDS

BALANCED FUNDS

AMG Chicago Equity Partners Balanced

Chicago Equity Partners, LLC

AMG FQ Global Risk-Balanced

First Quadrant, L.P.

EQUITY FUNDS

AMG Chicago Equity Partners Small Cap Value

Chicago Equity Partners, LLC

AMG FQ Tax-Managed U.S. Equity

AMG FQ U.S. Equity

First Quadrant, L.P.

AMG Frontier Small Cap Growth

Frontier Capital Management Company, LLC

AMG GW&K Small Cap Core

AMG GW&K Small/Mid Cap

AMG GW&K U.S. Small Cap Growth

GW&K Investment Management, LLC

AMG Renaissance International Equity

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

AMG River Road Dividend All Cap Value

AMG River Road Dividend All Cap Value II

AMG River Road Focused Absolute Value

AMG River Road Long-Short

AMG River Road Select Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

AMG SouthernSun Small Cap

AMG SouthernSun Global Opportunities

AMG SouthernSun U.S. Equity

SouthernSun Asset Management, LLC

AMG Systematic Large Cap Value

AMG Systematic Mid Cap Value

Systematic Financial Management, L.P.

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

AMG Trilogy Emerging Markets Equity

AMG Trilogy Emerging Wealth Equity

Trilogy Global Advisors, L.P.

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Focused Fund—Security Selection Only

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

FIXED INCOME FUNDS

AMG GW&K Core Bond

AMG GW&K Enhanced Core Bond

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

OPEN-ARCHITECTURE FUNDS

ALTERNATIVE FUNDS

AMG Managers Lake Partners LASSO Alternative

Lake Partners, Inc.

BALANCED FUNDS

AMG Managers Montag & Caldwell Balanced

Montag & Caldwell, LLC

EQUITY FUNDS

AMG Managers Brandywine

AMG Managers Brandywine Advisors Mid Cap Growth

AMG Managers Brandywine Blue

Friess Associates, LLC

AMG Managers Cadence Emerging Companies

AMG Managers Cadence Mid Cap

Cadence Capital Management, LLC

AMG Managers CenterSquare Real Estate

CenterSquare Investment Management, Inc.

AMG Managers Emerging Opportunities

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

AMG Managers Essex Small/Micro Cap Growth

Essex Investment Management Co., LLC

AMG Managers Fairpointe Focused Equity

AMG Managers Fairpointe Mid Cap

Fairpointe Capital LLC

AMG Managers Guardian Capital Global Dividend

Guardian Capital LP

AMG Managers LMCG Small Cap Growth

LMCG Investments, LLC

AMG Managers Montag & Caldwell Growth

AMG Managers Montag & Caldwell Mid Cap Growth

Montag & Caldwell, LLC

AMG Managers Pictet International

Pictet Asset Management Limited

AMG Managers Silvercrest Small Cap

Silvercrest Asset Management Group LLC

AMG Managers Skyline Special Equities

Skyline Asset Management, L.P.

AMG Managers Special Equity

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

AMG Managers Value Partners Asia Dividend

Value Partners Hong Kong Limited

FIXED INCOME FUNDS

AMG Managers Amundi Intermediate Government

AMG Managers Amundi Short Duration Government

Amundi Smith Breeden LLC

AMG Managers Doubleline Core Plus Bond

DoubleLine Capital LP

AMG Managers Global Income Opportunity

AMG Managers Loomis Sayles Bond

Loomis, Sayles & Co., L.P.

SAR024-0617 |        www.amgfunds.com

  SEMI-ANNUAL REPORT

AMG Funds

June 30, 2017

AMG Yacktman Fund

Class I: YACKX

AMG Yacktman Focused Fund

Class N: YAFFX        Class I: YAFIX

AMG Yacktman Focused Fund - Security Selection Only

Class N: YFSNX        Class I: YFSIX

AMG Yacktman Special Opportunities

Class I: YASSX        Class Z: YASLX

www.amgfunds.com     SAR071-0617

AMG Funds

Semi-Annual Report—June 30, 2017 (unaudited)

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		3
PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS, AND SCHEDULES OF PORTFOLIO INVESTMENTS
AMG Yacktman Fund		5
AMG Yacktman Focused Fund		11
AMG Yacktman Focused Fund - Security Selection Only		17
AMG Yacktman Special Opportunities Fund		19
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		26
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		31
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statement of Operations		33
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the period
Statements of Changes in Net Assets		34
Detail of changes in net assets for the past two periods
Financial Highlights		36
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes to Financial Statements		41
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		49

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Funds Family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

ACTUAL EXPENSES

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended June 30, 2017	Expense Ratio for the Period			Beginning Account Value 01/01/17		Ending Account Value 06/30/17		Expenses Paid During the Period*
AMG Yacktman Fund
Class I
Based on Actual Fund Return		0.71	%	$	1,000	$	1,081	$	3.66
Hypothetical (5% return before expenses)		0.71	%	$	1,000	$	1,021	$	3.56
AMG Yacktman Focused Fund
Class N**
Based on Actual Fund Return		1.23	%	$	1,000	$	1,093	$	6.38
Hypothetical (5% return before expenses)		1.23	%	$	1,000	$	1,019	$	6.16
Class I
Based on Actual Fund Return		1.06	%	$	1,000	$	1,095	$	5.51
Hypothetical (5% return before expenses)		1.06	%	$	1,000	$	1,020	$	5.31
AMG Yacktman Focused Fund - Security Selection Only***
Class N
Based on Actual Fund Return		1.08	%	$	1,000	$	1,072	$	4.66
Hypothetical (5% return before expenses)		1.08	%	$	1,000	$	1,019	$	5.41
Class I
Based on Actual Fund Return		1.08	%	$	1,000	$	1,072	$	4.66
Hypothetical (5% return before expenses)		1.08	%	$	1,000	$	1,019	$	5.41
AMG Yacktman Special Opportunities
Class I
Based on Actual Fund Return		2.05	%†	$	1,000	$	1,189	$	11.13
Hypothetical (5% return before expenses)		2.05	%†	$	1,000	$	1,015	$	10.24
Class Z
Based on Actual Fund Return		1.95	%†	$	1,000	$	1,190	$	10.59
Hypothetical (5% return before expenses)		1.95	%†	$	1,000	$	1,015	$	9.74

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365.

** Effective February 27, 2017, Class S of AMG Yacktman Focused Fund was renamed Class N.

*** Commenced operations on January 30, 2017 and as such, the expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (152), the divided by 365.

† Includes a performance adjustment amounting to 0.31% of average daily net assets. (See Note 2 of Notes to Financial Statements.)

2

Fund Performance (unaudited)

Periods ended June 30, 2017

The table below shows the average annual total returns for the periods indicated for each Fund, as well as each Fund’s relative index for the same time periods ended June 30, 2017.

Average Annual Total Returns1	Six Months*			One Year			Five Years			Ten Years			Since Inception			Inception Date
AMG Yacktman Fund2,3,4,5,6,7,19
Class I		8.09	%		12.79	%		10.95	%		9.85	%		10.30	%		07/06/92
S&P 500 Index20		9.34	%		17.90	%		14.63	%		7.18	%		9.51	%		07/06/92	†
AMG Yacktman Focused Fund2,3,4,5,6,7,8,9,10,19
Class N		9.34	%		14.02	%		11.01	%		10.39	%		9.47	%		05/01/97
Class I		9.46	%		14.25	%		—			—			11.86	%		07/24/12
S&P 500 Index20		9.34	%		17.90	%		14.63	%		7.18	%		7.66	%		05/01/97	†
AMG Yacktman Focused Fund — Security Selection Only2,3,4,5,6,7,8,9,10,11,12,19
Class N		—			—			—			—			7.20	%		01/30/17
Class I		—			—			—			—			7.20	%		01/30/17
S&P 500 Index20		9.34	%		17.90	%		14.63	%		7.18/	%		7.21	%		01/30/17	†
AMG Yacktman Special Opportunities Fund2,3,4,5,6,7,8,9,10,12,13,14,15,16,17,18,19
Class I		18.89	%		41.71	%		—			—			13.39	%		06/30/15
Class Z		18.98	%		41.82	%		—			—			6.49	%		06/30/14
MSCI ACWI All Cap Index21		11.35	%		19.09	%		10.76	%		—			4.88	%		06/30/14	†

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call (800) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

Distributed by AMG Distributors, Inc., member FINRA/SIPC.

^†  Date reflects the inception date of the Fund, not the index.

^*  Not annualized.

¹  Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of June 30, 2017. All returns are in U.S. dollars ($).

²  From time to time the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

³  The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall.

⁴  High-yield bonds (also known as “junk bonds”) may be subject to greater levels of interest rate, credit, and liquidity risk than investments in higher rated securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. The issuers of the Fund’s holdings may be involved in bankruptcy proceedings, reorganizations, or financial restructurings, and are not as strong financially as higher-rated issuers.

⁵  Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations.

⁶  The Fund is subject to risks associated with investments in mid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

⁷  The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history and a reliance on one or a limited number of products.

⁸  The Fund may suffer significant losses on assets that it sells short. Unlike the possible loss on a security that is purchased, there is no limit on the amount of loss on an appreciating security that is sold short.

⁹  The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

¹⁰  A greater percentage of the Fund’s holdings may be focused in a smaller number of securities which may place the Fund at greater risk than a more diversified fund.

¹¹  The Fund may invest greater than 5% of its assets in money market securities, cash, or cash equivalents as a temporary defensive measure in response to adverse market, economic, political or other conditions.

¹²  The Fund invests in value stocks, which may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

¹³  The Fund’s investment management fees are subject to a performance adjustment, which could increase or reduce the investment management fees paid by the Fund. The prospect of a positive or negative performance adjustment may create an incentive for the Fund’s portfolio manager to take greater risks with the Fund’s portfolio. In addition, because performance adjustments are based upon past performance, a shareholder may pay a higher or lower management fee for performance that occurred prior to the shareholder’s investment in the Fund. The performance adjustment could increase the Investment Manager’s fee (and, in turn, the Subadviser’s fee) even if the Fund’s shares lose value during the performance period provided that the Fund outperformed its benchmark index, and could decrease the Investment

3

Fund Performance (continued)

Manager’s fee (and, in turn, the Subadviser’s fee) even if the Fund’s shares increase in value during the performance period provided that the Fund underperformed its benchmark index.

¹⁴  The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar investment when converted back to U.S. Dollars.

¹⁵  The Fund is subject to the risks associated with investments in emerging markets, such as erratic earnings patterns, economic and political instability, changing exchange controls, limitations on repatriation of foreign capital and changes in local governmental attitudes toward private investment, possibly leading to nationalization or confiscation of investor assets.

¹⁶  The Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small- and medium-capitalization companies) when stocks of large-capitalization companies are out of favor.

¹⁷  The Fund is subject to the special risks associated with investments in micro-cap companies, such as relatively short earnings history, competitive conditions, less publicly available corporate

information, and reliance on a limited number of products.

¹⁸  Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

¹⁹  A short-term redemption fee of 2% will be charged on shares held for less than 60 days.

²⁰  The S&P 500 Index is a capitalization-weighted index of 500 stocks. The S&P 500 Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Unlike the Fund, the S&P 500 Index is unmanaged, is not available for investment and does not incur expenses.

²¹  The MSCI ACWI All Cap captures large, mid, small and micro cap representation across 23 Developed Markets (DM) countries and large, mid and small cap representation across 24 Emerging Markets (EM) countries. The index is comprehensive, covering approximately 99% of the global equity investment opportunity set. The developed market country indices included are: Australia, Austria,

Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the U.K. and the U.S. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Russia, Qatar, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. Unlike the Fund, the MSCI ACWI All Cap is unmanaged, is not available for investment and does not incur expenses.

The S&P 500 Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc. All rights reserved.

All MSCI data is provided ‘as is’. The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates, or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein. Copying or redistributing the MSCI data is strictly prohibited.

Not FDIC insured, nor bank guaranteed. May lose value.

4

AMG Yacktman Fund

Portfolio Manager’s Comments (unaudited)

The AMG Yacktman Fund (Class I) returned 8.09% trailing the S&P 500^® Index, which returned 9.34% for the first six months of 2017.

MARKET PRICES ARE UP

Performance has moderated in recent years by our rising need to control risk in an environment that has become increasingly expensive and uncertain. In the last five years, most of the market rise has been due to investors paying higher and higher multiples for stocks while earnings growth has been fairly anemic. Today, market valuations are historically expensive, which makes it more difficult to find bargains, and during times like these, we patiently hold cash until we find investments that meet our risk-adjusted return hurdles. We never make market calls in the Fund. When we find investments that meet our parameters, we invest.

We are still able to find opportunities, and in the last quarter we established two new positions. However, due to large price increases in many of our current positions, we have also been trimming and selling. We also sold one position, C.R. Bard, after an acquisition proposal, and we have a small position in Staples that agreed to be taken private at quarter end.

MARKET QUALITY IS DOWN

We believe technology advances have made the marketplace more difficult for many established businesses. This cuts across a wide range of sectors, from media to retail to energy to financial services, and means a prudent investor should pay a lower multiple in a world in which earnings power has become more uncertain. The investment case for most emerging disruptive companies is often weak due to high valuation or because the company is private. Also, disrupters can themselves be disrupted. Remember a few years ago when iTunes was going to dominate digital music via downloads? How about MySpace, AltaVista and AOL?

We have strong confidence that the Fund’s portfolio holdings can deliver attractive risk-adjusted returns over the long term and believe we have some standout bargains, such as 21st

Century Fox (Fox) and Samsung Electronics Preferred (Samsung), which may help generate outperformance versus the market over time.

CONTRIBUTORS INCLUDED SAMSUNG, ORACLE CORP. (ORACLE), AND JOHNSON & JOHNSON (J&J)

Samsung’s shares appreciated solidly in the first half of 2017 as the company produced strong earnings growth in memory and display products. We believe the shares remain inexpensive due to higher level of profits. We expect Samsung’s 2017 earnings per share to be more than double their level just two years ago.

Although Samsung’s stock has appreciated significantly recently, we feel it remains inexpensive, trading at a P/E of five after adjusting for net cash and investments. Samsung is currently earning more pretax than the entire FANG group combined (Facebook, Amazon, Netflix and Google — now known as Alphabet), yet it trades at about one-tenth the price.

Oracle’s stock rose during the first half of the year after the company reported solid earnings results that demonstrated a return to growth after several years of challenges. The company is executing a solid transition to the cloud, and the shares continue to trade at a significant discount to peers.

J&J’s stock appreciated solidly to start the year, along with the general strength of the health care sector. We believe J&J continues to be one of the finest and best-positioned health care companies in the world.

DETRACTORS INCLUDED SYSCO CORPORATION (SYSCO), EXXON MOBIL CORP. (EXXON), AND AVON PRODUCTS (AVON)

Declining stocks have detracted modestly from results for the first six months of 2017. In total, our most significant contributor to results, Samsung, produced greater gains of the cumulative losses of all declining securities in the Fund.

Sysco’s shares retreated somewhat after posting an exceptional year in 2016. The company

continues to successfully transform its business, increasing profit margins and expanding outside of the United States. After Amazon.com announced it would acquire Whole Foods, Sysco’s shares sold off on concerns that Amazon would eventually compete in the distribution industry after transforming the retail side. Given the modest profit margins that exist in the wholesale distribution industry and the significant value add with customer relationships, we think those concerns are overblown.

Exxon’s shares declined during the half of the year along with general weakness in the energy sector. Management is executing well against its long term strategic plan even though oil prices have proven to be a major headwind for earnings and the share price.

Our small position in Avon Products (Avon) declined in the first half of the year after reporting weaker than expected sales and profits. Avon’s CEO, Sheri McCoy will be stepping down next year. We think the company still has significant brand and distribution value and new leadership may provide improved execution. Although the stock declined, we also own Avon debt, which produce solid returns during the first half of the year.

NOTE ON INDEXING

In recent years, there has been a major shift away from active fund managers to index funds and ETFs. We think there is some merit to this trend, as many managers built portfolios that were not very differently constructed than their benchmark(s).

The Fund has always been managed to achieve risk-adjusted returns over a full market cycle and not to mimic a benchmark in the short-term. We think being different has been a large contributor to our success over time. The Fund has always been about flexibility and individual security selection. We believe an index-based investment approach simply does not manage risk, has likely been a powerful contributor to the multiple expansion over the last five years, and could be creating significant market risk today. In a period

5

AMG Yacktman Fund

Portfolio Manager’s Comments (continued)

of uncertainty, when investors redeem index funds, who will be on the other side of the trade? Who will be the willing buyers, and at what valuation?

CONCLUSION

In the first week of July, the AMG Yacktman Fund celebrated its 25th anniversary. We are proud that the Fund has outperformed the S&P 500 Index

since inception and done so while staying risk averse. We want to express our sincere appreciation to our shareholders as we move into our second quarter century. Successful management of a fund emphasizing risk-adjusted returns over time requires a patient and thoughtful investor base, which we have been able to attract over the years. We are also fortunate to have an

excellent business partner in Affiliated Managers Group, adviser to the Fund, and an amazing team at Yacktman Asset Management. We will continue to work hard to assess current holdings and potential new additions to the AMG Yacktman Fund, and, as always, we will be patient, objective and diligent in our efforts.

6

AMG Yacktman Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG Yacktman Fund*			S&P 500 Index
Consumer Staples		25.9	%		9.0	%
Information Technology		20.8	%		22.3	%
Consumer Discretionary		10.9	%		12.3	%
Health Care		7.6	%		14.5	%
Financials		6.0	%		14.5	%
Energy		2.4	%		6.0	%
Industrials		1.8	%		10.3	%
Materials		0.0	%		2.9	%
Telecommunication Services		0.0	%		2.1	%
Utilities		0.0	%		3.2	%
Real Estate		0.0	%		2.9	%
Other Assets and Liabilities		24.6	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
The Procter & Gamble Co.**		8.0	%
Twenty-First Century Fox, Inc., Class A**		7.1
Samsung Electronics Co., Ltd., 1.440%**		5.0
Johnson & Johnson**		4.8
PepsiCo, Inc.**		4.8
Oracle Corp.**		4.8
The Coca-Cola Co.**		4.7
Cisco Systems, Inc.**		4.5
Microsoft Corp.**		4.1
Sysco Corp.**		3.8
Top Ten as a Group		51.6	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

7

AMG Yacktman Fund

Fund Snapshots (continued)

For the six months ended June 30, 2017

NEW EQUITY POSITIONS

New Purchases	Current Shares Held
Cognizant Technology Solutions Corp., Class A		630,000
Infosys, Ltd., Sponsored ADR		1,544,100

EQUITY PURCHASES & SALES

Purchases	Net Shares Purchased		Current Shares Held
Comcast Corp., Class A		300,000		1,700,000

Sales	Net Shares Sold		Current Shares Held
Apollo Education Group, Inc.		1,875,000		—
Bank of America Corp.		300,000		1,000,000
The Bank of New York Mellon Corp.		200,000		2,500,000
C.H. Robinson Worldwide, Inc.		50,000		700,000
Cisco Systems, Inc.		1,100,000		12,200,000
Colgate-Palmolive Co.		100,000		1,100,000
ConocoPhillips		300,000		1,800,000
Corning, Inc.		1,300,000		1,300,000
CR Bard, Inc.		550,000		—
Exxon Mobil Corp.		200,000		1,500,000
The Goldman Sachs Group, Inc.		30,000		130,000
Hewlett Packard Enterprise Co.		200,000		1,800,000
HP, Inc.		300,000		1,700,000
Intel Corp.		50,000		950,000
Johnson & Johnson		100,000		3,100,000
Microsoft Corp.		1,000,000		5,100,000
Oracle Corp.		2,339,000		8,161,000
PepsiCo, Inc.		550,000		3,550,000
Samsung Electronics Co., Ltd., 1.440%		74,632		258,202
State Street Corp.		100,000		900,000
Stryker Corp.		350,000		550,000
Sysco Corp.		100,000		6,400,000
Twenty-First Century Fox, Inc., Class A		1,765,000		21,200,000
Unilever NV, ADR		1,400,000		1,000,000
US Bancorp		100,000		3,100,000
Viacom, Inc., Class B		3,500,000		—

CORPORATE BONDS & NOTES SALES

Sales	Net Shares Sold		Current Shares Held
Kemet Corp., 10.500%, 05/01/18		8,775,000		—

8

AMG Yacktman Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 68.5%
Consumer Discretionary - 10.9%
Comcast Corp., Class A		1,700,000	$	66,164,000
Staples, Inc.		2,000,000		20,140,000
Twenty-First Century Fox, Inc., Class A		21,200,000		600,808,000
Twenty-First Century Fox, Inc., Class B		8,700,000		242,469,000
Total Consumer Discretionary				929,581,000
Consumer Staples - 24.7%
Avon Products, Inc.*		10,100,000		38,380,000
The Coca-Cola Co.		8,850,000		396,922,500
Colgate-Palmolive Co.		1,100,000		81,543,000
Hengan International Group Co., Ltd.		6,935,400		51,163,321
PepsiCo, Inc.		3,550,000		409,989,500
The Procter & Gamble Co.		7,800,000		679,770,000
Qinqin Foodstuffs Group Cayman Co., Ltd.*		1,387,080		417,488
Sysco Corp.		6,400,000		322,112,000
Unilever NV, ADR1		1,000,000		55,270,000
Wal-Mart Stores, Inc.		800,000		60,544,000
Total Consumer Staples				2,096,111,809
Energy - 2.4%
ConocoPhillips		1,800,000		79,128,000
Exxon Mobil Corp.		1,500,000		121,095,000
Total Energy				200,223,000
Financials - 6.0%
Bank of America Corp.		1,000,000		24,260,000
The Bank of New York Mellon Corp.		2,500,000		127,550,000
The Goldman Sachs Group, Inc.		130,000		28,847,000
State Street Corp.		900,000		80,757,000
US Bancorp		3,100,000		160,952,000
Wells Fargo & Co.		1,600,000		88,656,000
Total Financials				511,022,000
Health Care - 7.6%
Anthem, Inc.		850,000		159,910,500
Johnson & Johnson		3,100,000		410,099,000
Stryker Corp.		550,000		76,329,000
Total Health Care				646,338,500

	Shares		Value
Industrials - 1.1%
Aggreko PLC		3,728,228	$	44,661,567
C.H. Robinson Worldwide, Inc.		700,000		48,076,000
Total Industrials				92,737,567
Information Technology - 15.8%
Cisco Systems, Inc.		12,200,000		381,860,000
Cognizant Technology Solutions Corp., Class A		630,000		41,832,000
Corning, Inc.		1,300,000		39,065,000
Hewlett Packard Enterprise Co.		1,800,000		29,862,000
HP, Inc.		1,700,000		29,716,000
Infosys, Ltd., Sponsored ADR1		1,544,100		23,192,382
Intel Corp.		950,000		32,053,000
Microsoft Corp.		5,100,000		351,543,000
Oracle Corp.		8,161,000		409,192,540
Total Information Technology				1,338,315,922
Total Common Stocks (cost $3,533,457,590)				5,814,329,798
Preferred Stocks - 5.0%
Information Technology - 5.0%
Samsung Electronics Co., Ltd., 1.440% (cost $237,599,490)		258,202		420,997,881
	Principal Amount
Corporate Bonds and Notes - 1.9%
Consumer Staples - 1.2%
Avon Products, Inc., 6.600%, 03/15/20(a),1	$	10,000,000		10,087,500
Avon Products, Inc., 7.000%, 03/15/23(a),1		81,630,000		74,895,525
Avon Products, Inc., 8.950%, 03/15/43(a)		15,485,000		13,801,006
Total Consumer Staples				98,784,031
Industrials - 0.7%
CONSOL Energy, Inc., 5.875%, 04/15/22		65,524,000		64,377,330
Total Corporate Bonds and Notes (cost $121,066,040)				163,161,361

The accompanying notes are an integral part of these financial statements.

9

AMG Yacktman Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Short-Term Investments - 25.0%
Repurchase Agreements - 0.2%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $567,957 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 07/28/17 - 09/09/49, totaling $579,262)	$	567,904	$	567,904
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $4,204,699 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $4,288,382)		4,204,296		4,204,296
Daiwa Capital Markets America, dated 06/30/17, due 07/03/17, 1.150% total to be received $4,204,699 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 07/13/17 - 12/01/51, totaling $4,288,382)		4,204,296		4,204,296
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $691,326 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $705,091)		691,265		691,265
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $339,553 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $346,310)		339,518		339,518
Nomura Securities International, Inc., dated 06/30/17, due 07/03/17, 1.130% total to be received $3,490,520 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 07/10/17 - 06/20/67, totaling $3,559,995)		3,490,191		3,490,191
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $4,204,755 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $4,288,374)		4,204,300		4,204,300
Total Repurchase Agreements				17,701,770

	Shares		Value
Other Investment Companies - 24.8%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		799,015,730	$	799,015,730
JPMorgan U.S. Government Money Market Fund, Capital Shares, 0.84%3		1,300,222,723		1,300,222,723
Total Other Investment Companies				2,099,238,453
Total Short-Term Investments (cost $2,116,940,223)				2,116,940,223
Total Investments - 100.4% (cost $6,009,063,343)				8,515,429,263
Other Assets, less Liabilities - (0.4)%				(30,403,583	)
Net Assets - 100.0%			$	8,485,025,680

The accompanying notes are an integral part of these financial statements.

10

AMG Yacktman Focused Fund

Portfolio Manager’s Comments (unaudited)

The AMG Yacktman Focused Fund (Class N) returned 9.34% matching the S&P 500^® Index, which returned 9.34% for the first six months of 2017.

MARKET PRICES ARE UP

Performance has moderated in recent years by our rising need to control risk in an environment that has become increasingly expensive and uncertain. In the last five years, most of the market rise has been due to investors paying higher and higher multiples for stocks while earnings growth has been fairly anemic. Today, market valuations are historically expensive, which makes it more difficult to find bargains, and during times like these, we patiently hold cash until we find investments that meet our risk-adjusted return hurdles. We never make market calls in the Fund. When we find investments that meet our parameters, we invest.

We are still able to find opportunities, and in the last quarter we established two new positions. However, due to large price increases in many of our current positions, we have also been trimming and selling.

MARKET QUALITY IS DOWN

We believe technology advances have made the marketplace more difficult for many established businesses. This cuts across a wide range of sectors, from media to retail to energy to financial services, and means a prudent investor should pay a lower multiple in a world in which earnings power has become more uncertain. The investment case for most emerging disruptive companies is often weak due to high valuation or because the company is private. Also, disrupters can themselves be disrupted. Remember a few years ago when iTunes was going to dominate digital music via downloads? How about MySpace, AltaVista, and AOL?

We have strong confidence that the Fund’s holdings can deliver attractive risk-adjusted returns over the long term and believe we have

some standout bargains, such as 21st Century Fox (Fox) and Samsung Electronics Preferred (Samsung), which may help generate outperformance versus the market over time.

Contributors Included Samsung, Oracle Corp. (Oracle), and PepsiCo (Pepsi)

Samsung’s shares appreciated solidly in the first half of the year as the company produced strong earnings growth in memory and display products. We believe the shares remain inexpensive due to higher level of profits. We expect Samsung’s 2017 earnings per share to be more than double their level just two years ago.

Although Samsung’s stock has appreciated significantly recently, we feel it remains inexpensive, trading at a P/E of five after adjusting for net cash and investments. Samsung is currently earning more pretax than the entire FANG group combined (Facebook, Amazon, Netflix and Google — now known as Alphabet), yet it trades at about one-tenth the price.

Oracle’s stock rose during the first six months of 2017 after the company reported solid earnings results that demonstrated a return to growth after several years of challenges. The company is executing a solid transition to the cloud, and the shares continue to trade at a significant discount to peers.

Pepsi’s stock appreciated during the first half of 2017, along with the general strength of the consumer staples sector. We believe Pepsi continues to be one of the finest and best-positioned consumer companies in the world.

DETRACTORS INCLUDED SYSCO CORP (SYSCO), CONOCOPHILLIPS (CONOCO), AND AVON PRODUCTS (AVON)

Declining stocks have detracted modestly from results for the first six months of 2017. In total, our

most significant gainer, Samsung, produced 8 x the gains of the cumulative losses of all declining securities in the Fund.

Sysco’s shares retreated somewhat after posting an exceptional year in 2016. The company continues to successfully transform its business, increasing profit margins and expanding outside of the United States. After Amazon.com announced it would acquire Whole Foods, Sysco’s shares sold off on concerns that Amazon would eventually compete in the distribution industry after transforming the retail side. Given the modest profit margins that exist in the wholesale distribution industry and the significant value add with customer relationships, we think those concerns are overblown.

Conoco’s shares declined during the half of the year along with general weakness in the energy sector. Earlier this year the company announced a divestiture which was at an attractive price and significantly improves the balance sheet. Management is executing well against its long term strategic plan even though oil prices have proven to be a major headwind for earnings and the share price.

Our small position in Avon Products (Avon) declined in the first half of the year after reporting weaker than expected sales and profits. Avon’s CEO, Sheri McCoy will be stepping down next year. We think the company still has significant brand and distribution value and new leadership may provide improved execution. Although the stock declined, we also own Avon debt, which produce solid returns during the first half of the year.

NOTE ON INDEXING

In recent years, there has been a major shift away from active fund managers to index funds and ETFs. We think there is some merit to this trend, as many managers built portfolios that were not very differently constructed than their benchmark(s).

11

AMG Yacktman Focused Fund

Portfolio Manager’s Comments (continued)

The Fund has always been managed to achieve risk-adjusted returns over a full market cycle and not to mimic a benchmark in the short-term. We think being different has been a large contributor to our success over time. The Fund has always been about flexibility, individual security selection and a concentration in best ideas. We believe an index-based investment approach simply does not manage risk, has likely been a powerful contributor to the multiple expansion over the last

five years, and could be creating significant market risk today. In a period of uncertainty, when investors redeem index funds, who will be on the other side of the trade? Who will be the willing buyers, and at what valuation?

CONCLUSION

We want to express our sincere appreciation to our shareholders as we move into our second quarter-century as a firm. Successful management of a fund emphasizing risk-adjusted returns over time

requires a patient and thoughtful investor base, which we have been able to attract over the years. We are also fortunate to have an excellent business partner in Affiliated Managers Group, adviser to the Fund, and an amazing team at Yacktman Asset Management. We will continue to work hard to assess current holdings and potential new additions to the AMG Yacktman Fund, and, as always, we will be patient, objective and diligent in our efforts.

12

AMG Yacktman Focused Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG Yacktman Focused Fund*			S&P 500 Index
Consumer Staples		27.2	%		9.0	%
Information Technology		25.7	%		22.3	%
Consumer Discretionary		13.6	%		12.3	%
Health Care		4.8	%		14.5	%
Financials		1.9	%		14.5	%
Energy		1.8	%		6.0	%
Industrials		1.6	%		10.3	%
Materials		0.0	%		2.9	%
Telecommunication Services		0.0	%		2.1	%
Utilities		0.0	%		3.2	%
Real Estate		0.0	%		2.9	%
Other Assets and Liabilities		23.4	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Samsung Electronics Co., Ltd., 1.440%**		12.3	%
The Procter & Gamble Co.**		9.4
Twenty-First Century Fox, Inc., Class B**		8.4
PepsiCo, Inc.**		7.0
Twenty-First Century Fox, Inc., Class A**		5.2
Oracle Corp.**		4.8
Johnson & Johnson**		4.8
The Coca-Cola Co.**		4.8
Cisco Systems, Inc.**		4.5
Microsoft Corp.**		3.3
Top Ten as a Group		64.5	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

13

AMG Yacktman Focused Fund

Fund Snapshots (continued)

For the six months ended June 30, 2017

NEW EQUITY POSITIONS

New Purchases	Current Shares Held
Cognizant Technology Solutions Corp., Class A		330,000
Infosys, Ltd., Sponsored ADR		817,620

EQUITY SALES

Sales	Net Shares Sold		Current Shares Held
The Bank of New York Mellon Corp.		50,000		700,000
Cisco Systems, Inc.		800,000		6,400,000
The Coca-Cola Co.		200,000		4,700,000
Johnson & Johnson		200,000		1,600,000
Microsoft Corp.		300,000		2,100,000
Oracle Corp.		1,424,000		4,276,000
PepsiCo, Inc.		25,000		2,700,000
The Procter & Gamble Co.		200,000		4,800,000
Qinqin Foodstuffs Group Cayman Co., Ltd.		597,460		—
Samsung Electronics Co., Ltd., 1.440%		207,526		335,271
State Street Corp.		300,000		—
Sysco Corp.		50,000		2,550,000
Twenty-First Century Fox, Inc., Class A		4,500,000		8,200,000
Unilever NV, ADR		600,000		—
US Bancorp		100,000		900,000

14

AMG Yacktman Focused Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 61.8%
Consumer Discretionary - 13.6%
Twenty-First Century Fox, Inc., Class A		8,200,000	$	232,388,000
Twenty-First Century Fox, Inc., Class B		13,300,000		370,671,000
Total Consumer Discretionary				603,059,000
Consumer Staples - 25.6%
Avon Products, Inc.*		5,400,000		20,520,000
The Coca-Cola Co.		4,700,000		210,795,000
Hengan International Group Co., Ltd.		5,872,300		43,320,698
PepsiCo, Inc.		2,700,000		311,823,000
The Procter & Gamble Co.		4,800,000		418,320,000
Sysco Corp.		2,550,000		128,341,500
Total Consumer Staples				1,133,120,198
Energy - 1.8%
ConocoPhillips		900,000		39,564,000
Exxon Mobil Corp.		500,000		40,365,000
Total Energy				79,929,000
Financials - 1.9%
The Bank of New York Mellon Corp.		700,000		35,714,000
US Bancorp		900,000		46,728,000
Total Financials				82,442,000
Health Care - 4.8%
Johnson & Johnson		1,600,000		211,664,000
Industrials - 0.7%
Aggreko PLC		2,800,000		33,542,044
Information Technology - 13.4%
Cisco Systems, Inc.		6,400,000		200,320,000
Cognizant Technology Solutions Corp., Class A		330,000		21,912,000
Infosys, Ltd., Sponsored ADR1		817,620		12,280,652
Microsoft Corp.		2,100,000		144,753,000
Oracle Corp.		4,276,000		214,398,640
Total Information Technology				593,664,292
Total Common Stocks (cost $1,868,701,252)				2,737,420,534

	Shares		Value
Preferred Stocks - 12.3%
Information Technology - 12.3%
Samsung Electronics Co., Ltd., 1.440% (cost $288,293,386)		335,271	$	546,658,742
	Principal Amount
Corporate Bonds and Notes - 2.5%
Consumer Staples - 1.6%
Avon Products, Inc., 7.000%, 03/15/23(a),1	$	14,105,000		12,941,338
Avon Products, Inc., 8.950%, 03/15/43(a)		65,740,000		58,590,775
Total Consumer Staples				71,532,113
Industrials - 0.9%
CONSOL Energy, Inc., 5.875%, 04/15/22		38,000,000		37,335,000
Total Corporate Bonds and Notes (cost $86,724,327)				108,867,113
Short-Term Investments - 23.6%
Repurchase Agreements - 0.1%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $121,808 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 07/28/17 - 09/09/49, totaling $124,233)		121,797		121,797
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $1,000,096 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $1,020,000)		1,000,000		1,000,000
Daiwa Capital Markets America, dated 06/30/17, due 07/03/17, 1.150% total to be received $1,000,096 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 07/13/17 - 12/01/51, totaling $1,020,000)		1,000,000		1,000,000

The accompanying notes are an integral part of these financial statements.

15

AMG Yacktman Focused Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Repurchase Agreements - 0.1%2 (continued)
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $148,267 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $151,219)	$	148,254	$	148,254
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $72,824 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $74,273)		72,816		72,816
Nomura Securities International, Inc., dated 06/30/17, due 07/03/17, 1.130% total to be received $551,963 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 07/10/17 - 06/20/67, totaling $562,949)		551,911		551,911
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $1,000,108 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $1,019,997)		1,000,000		1,000,000
Total Repurchase Agreements				3,894,778

	Shares		Value
Other Investment Companies - 23.5%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		413,695,921	$	413,695,921
JPMorgan U.S. Government Money Market Fund, Capital Shares, 0.84%3		630,325,342		630,325,342
Total Other Investment Companies				1,044,021,263
Total Short - Term Investments (cost $1,047,916,041)				1,047,916,041
Total Investments - 100.2% (cost $3,291,635,006)				4,440,862,430
Other Assets, less Liabilities - (0.2)%				(10,593,345	)
Net Assets - 100.0%			$	4,430,269,085

The accompanying notes are an integral part of these financial statements.

16

AMG Yacktman Focused Fund - Security Selection Only

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG Yacktman Focused Fund*			S&P 500 Index
Consumer Staples		34.7	%		9.0	%
Information Technology		33.6	%		22.3	%
Consumer Discretionary		15.8	%		12.3	%
Health Care		6.5	%		14.5	%
Industrials		3.7	%		10.3	%
Financials		2.2	%		14.5	%
Energy		1.9	%		6.0	%
Materials		0.0	%		2.9	%
Telecommunication Services		0.0	%		2.1	%
Utilities		0.0	%		3.2	%
Real Estate		0.0	%		2.9	%
Other Assets and Liabilities		1.6	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Samsung Electronics Co., Ltd., 1.440%		14.4	%
Twenty-First Century Fox, Inc., Class B		13.5
PepsiCo, Inc.		9.3
The Proctor & Gamble Co.		9.1
Johnson & Johnson		4.8
Oracle Corp.		4.7
The Coca-Cola Co.		4.7
Cisco Systems Inc.		4.3
Avon Products, Inc., 8.950%, 03/15/43		4.2
Microsoft Corp.		4.0
Top Ten as a Group		73.0	%

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

17

AMG Yacktman Focused Fund - Security Selection Only

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 75.4%
Consumer Discretionary - 15.8%
America’s Car-Mart, Inc.*		750	$	29,175
Twenty-First Century Fox, Inc., Class B		6,000		167,220
Total Consumer Discretionary				196,395
Consumer Staples - 29.4%
The Coca-Cola Co.		1,300		58,305
Hengan International Group Co., Ltd.		2,000		14,754
PepsiCo, Inc.		1,000		115,490
The Procter & Gamble Co.		1,300		113,295
Sysco Corp.		810		40,767
Unilever NV, ADR		400		22,108
Total Consumer Staples				364,719
Energy - 1.9%
ConocoPhillips		265		11,649
Exxon Mobil Corp.		145		11,706
Total Energy				23,355
Financials - 2.2%
The Bank of New York Mellon Corp.		240		12,245
US Bancorp		280		14,538
Total Financials				26,783
Health Care - 6.5%
Anthem, Inc.		115		21,635
Johnson & Johnson		450		59,531
Total Health Care				81,166
Industrials - 2.8%
Aggreko PLC		1,000		11,979
Oliver Corp.		1,700		23,261
Total Industrials				35,240
Information Technology - 16.8%
CAC Holdings Corp.		2,300		21,529
Cisco Systems, Inc.		1,700		53,210
Cognizant Technology Solutions Corp., Class A		200		13,280
Infosys, Ltd., Sponsored ADR1		850		12,767
Microsoft Corp.		715		49,285
Oracle Corp.		1,175		58,914
Total Information Technology				208,985
Total Common Stocks (cost $906,146)				936,643

	Shares		Value
Preferred Stocks - 17.9%
Consumer Staples - 1.1%
Amorepacific Corp., 0.870%		85	$	13,818
Information Technology - 16.8%
Samsung Electronics Co., Ltd., 1.440%		110		179,355
Samsung SDI Co., Ltd., 1.260%		400		28,863
Total Information Technology				208,218
Total Preferred Stocks (cost $189,522)				222,036
	Principal Amount
Corporate Bonds and Notes - 5.1%
Consumer Staples - 4.2%
Avon Products, Inc., 8.950%, 03/15/43(a)	$	58,000		51,693
Industrials - 0.9%
CONSOL Energy, Inc., 5.875%, 04/15/22		12,000		11,790
Total Corporate Bonds and Notes (cost $65,214)				63,483
Short-Term Investments - 3.8%
Repurchase Agreements - 0.8%2
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $8,962 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $9,140)		8,961		8,961
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $497 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $507)		497		497
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $256 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $261)		256		256
Total Repurchase Agreements				9,714
	Shares
Other Investment Companies - 3.0%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		37,237		37,237
Total Short-Term Investments (cost $46,951)				46,951
Total Investments - 102.2% (cost $1,207,833)				1,269,113
Other Assets, less Liabilities - (2.2)%				(27,631	)
Net Assets - 100.0%			$	1,241,482

The accompanying notes are an integral part of these financial statements.

18

AMG Yacktman Special Opportunities Fund

Portfolio Manager’s Comments (unaudited)

AMG YACKTMAN SPECIAL OPPORTUNITIES FUND — MID-YEAR UPDATE — JUNE 30, 2017

For the six months ending 6/30/2017, the AMG Yacktman Special Opportunities Fund (the “Fund”) returned 19.0%. The MSCI ACWI All Cap Index returned 11.4%, an outperformance of 7.6%.

June 30, 2017, also marks the three-year anniversary of the Fund. Since inception, the Fund has returned an annualized 6.5% versus the benchmark return of 4.9%, an outperformance of 1.6% annually. This accomplishment is satisfying given the current market environment, but we remain focused on our overarching goal — risk-adjusted returns over a full market cycle. The Fund’s broad mandate to seek out the best investment ideas without constraints has led to a portfolio of quality businesses with conservative balance sheets at inexpensive absolute valuations, a resilient combination in on otherwise expensive market.

FUND REVIEW

This year is off to a strong start, driven by healthy gains in core positions and no major detractors. This performance is on the heels of a solid 2016, leading to a trailing 12-month return of more than 40%. Even with this recent performance run, the Fund still trades at a significant discount to the market. We have responded to the upswing in the Fund by trimming winning positions while reallocating capital to other Fund portfolio companies and new investments. A critical element of our success is leveraging our flexible mandate to constantly rotate the Fund toward what we believe are better ideas. This flexibility to go anywhere will become only more important if valuations in the broader market remain elevated

	MSCI ACWI
Financial Metrics1	YASLX / YASSX			All-Cap Index			S&P 500 Index			Russell 2000 Index
P/E		11.92	x		18.1	x		20.73	x		20.40	x
P/BV		1.19	x		1.94	x		2.81	x		2.00	x
P/CF		9.55	x		11.54	x		13.65	x		13.85	x
P/Sales		0.48	x		1.43	x		2.08	x		1.16	x
EV/EBIT		6.60	x		15.9	x		16.6	x		15.4	x
Debt to Equity		58.1	%		89.6	%		97.0	%		76.5	%
ROA%		5.1	%		6.2	%		7.7	%		3.8	%

¹  Source: AMG Funds & FactSet, Weighted average metrics, as of 06/30/17. Portfolio characteristics are subject to change.

We added a new metric to the table — enterprise value to earnings before interest and taxes (EV/EBIT). Unlike price to earnings (P/E) ratios, an EV/EBIT multiple incorporates the capital structure of the business. The Fund’s average

EV/EBIT multiple of 6.6x reflects the largest delta of any metric versus the market, showcasing the excess cash in many of our holdings. Cash on our companies’ balance sheets dampens their return on assets (given that cash earns close to zero today) but we believe adds an important element of safety to the overall portfolio.

We added seven new positions to the Fund in the first half of 2017, demonstrating an ability to find value in an expensive market. This was an active period, although most of these new positions started out with a small weighting. At June 30, 2017, the top ten holdings in the Fund represented 45% of assets. The Fund’s portfolio composition resembles a “barbell,” featuring a concentrated group of top positions and a longer tail of diversified holdings for the remainder. We identified several areas of the market where we believed the risk/reward ratio was similar (such as Korean preferred shares and Japanese deep value microcaps). In those areas, we have utilized a “basket” approach to spread our investment over more companies. This structure allows us to put capital to work while waiting for truly great deals. We do not believe we are giving up much return by buying these baskets, and when diversification is free we are happy to partake.

We also exited three positions: Raven Industries Inc. (Raven), Amsterdam Commodities N.V. (Acomo) and Mocon. Raven was added to the Fund in January 2015. It has many of the characteristics we look for in an investment — strong return on capital,niche leadership positions, conservative balance sheet and successful track record. We initiated the position on a pullback in earnings due to the sharp downturn in both the agricultural and oil & gas markets. We added to the weighting as management took hard steps to right-size the business. We exited as the price recovered and the market embedded a much rosier outlook.

Acomo has been in the Fund from the start. It is primarily a spice trading company with a long history (several subsidiaries were founded back in the 1800s) and few comparable peers. Acomo offered stability — we never expected the stock to double or triple, but rather to steadily compound business value. Management delivered on this premise and our return was boosted as the earnings multiple expanded (showcasing the benefits of buying cheaply). These are some of our favorite types of investments, as the market often overlooks the boring or unique.

Finally, Mocon was acquired by Ametek for $30 per share in June. Mocon was also in the Fund since inception, when we purchased our initial position around $16. The company’s permeation segment is by far the dominant leader with ~80% share in a niche market (equipment to measure the amount of gases that penetrate materials such as food packaging). It wasn’t an exciting growth

19

AMG Yacktman Special Opportunities Fund

Portfolio Manager’s Comments (continued)

business, but we liked the combination of stable returns and a defensible position. This was the second acquisition of a company in the Fund, following Martha Stewart in 2015.

More than half of current holdings have been part of the Fund since inception. We hope to hold many of these companies for a long time. However, we are constantly adjusting portfolio weightings as price movements impact our estimates of future returns. Most of our trading in the first half of the year was trimming existing positions as prices moved higher, raising our cash position to 12%. Our cash holding is a reflection of our bottom-up investment approach. While we search for new areas to deploy these proceeds, cash serves as a useful option if the inevitable downturn appears.

CONTRIBUTORS/DETRACTORS

Among the three largest contributors to the Fund in the first half were Samsung Electronics Preferred (Samsung), Emeco Holdings 9.875% 2019 Notes (Emeco) and Hargreaves Services plc (Hargreaves). Samsung moved past the Galaxy Note 7 setback to post strong earnings, driven by its components businesses. The company should benefit from a tight memory market and a shift in smartphones to OLED displays, both areas where Samsung has a technology lead and low cost position. An improved shareholder return policy featuring share repurchases was also well received by the market. Samsung is one of the largest companies in the world, yet the share price of the preferred shares has more than doubled in the last 18 months.

We have discussed Hargreaves in previous letters, often in the detractors section. However, it is pleasing to note the recent recovery in the share price as management reoriented the business in the face of a shifting U.K. coal and power market. Despite a deterioration in the core business, our investment was cushioned by Hargreaves’ business model. As a distributor, Hargreaves’ shrinking sales base turned working capital into cash and allowed the company to rapidly reduce debt. The biggest problem area, Hargreaves’ surface mining operations, are now confined to a single mine. Despite being the main culprit of the earnings decline, the mining operation generated a hidden asset —vast land holdings that offer a number of real estate projects with potential returns far higher than Hargreaves’ modest cost basis. The recent approval of the Blindwells development, a large residential housing project outside of Edinburgh, caused a sharp spike in the shares. We continue to be impressed by the management team and their navigation of such a challenging environment.

A special mention is also warranted for our investment in the Emeco bonds, which has been a strong contributor to returns. While we are an equity-focused fund, we took advantage of a unique situation in the high yield market, an option unavailable to many of our competitors. After our initial purchase, we suffered through a markdown on the bonds during the commodity bear market in 2016, as Emeco’s equipment rental model was at the center of the maelstrom. But we felt secure in our senior position in the capital structure,

with our bonds covered by Emeco’s assets on the balance sheet. Fast forward to today — activist investors have installed new management, operations have improved and the company moved forward with an ambitious three-way merger with two rental peers. We received both new debt and equity in the combined company, with the new debt covering our cost basis in the old bonds. This means we received the equity upside for free and continue to hold a security paying 9.25% interest until 2022, not bad in an ultra-low rate world. The new bonds trading above par signal much improved prospects ahead.

Our largest detractors were Texhong Textile Group Ltd, America’s Car-Mart Inc. and Reading International, Inc. All three had a negligible impact, due mostly to the normal variation in stock prices. In fact, we only had six positions decrease even a small amount during the first six months of 2017. We are doubtful that feat can be repeated for the rest of the year, but will work hard to match it.

THREE YEARS IN

Past letters have reminded shareholders that random fluctuations influence short-term results. A few quarters or years are not always representative of our investment analysis or execution, as prices can diverge from underlying value for extended periods. For a time, we felt the Fund was responding well below its potential due to headwinds from foreign currency movements and temporary price declines in some of our top holdings.

Currency movements were a drag on performance in the first 18 months. Although many of our holdings employ natural currency hedges, this dynamic was not always immediately recognized by the market. Currency volatility has moderated and we continue to believe that these swings will wash out in the long run.

Also, a confluence of events in a short period caused price declines in some of our top holdings. For example, litigation financer IMF Bentham Ltd. (Bentham) has been a large holding since inception. The company had built up a stellar track record of cases through 2015, losing only 6 cases out of 159 (a 96% success rate). Who could have predicted the company would then lose three major cases in a few short months? Even the best lawyers (or investment managers) get a few wrong, but the market often forecasts such losing streaks to continue indefinitely.

Bentham’s string of case losses remind us of an advanced statistic in baseball called batting average on balls in play (BAPIP), which measures how many hits result when a ball is batted but stays on the field (ignoring strikeouts, walks, homeruns, etc.). Anyone who has played sports recognizes the role luck can play and how luck can seem to concentrate in a few critical plays. Sometimes the batter hits a hard line drive with tremendous velocity but directly to the shortstop for an easy out. The same hit two feet to the left leads to the baseball rolling in the gap for a double. Is this difference of a few feet luck or skill? Over short periods of time, unpredictable bounces can overwhelm skill and make an all-star player look like a minor leaguer. Yet over the long term, BAPIP tends to normalize and reveal a player’s true abilities. The Fund experienced some

20

AMG Yacktman Special Opportunities Fund

Portfolio Manager’s Comments (continued)

tough bounces in a short period of time, but we stuck to our investment discipline. We purchased more of Bentham in response, and watched as Bentham’s win percentage subsequently normalized, helping to drive a rapid recovery in Fund performance on both an absolute and relative basis. We finally hit a few line drives in the gap.

Amongst our top contributors over the first three years were Emeco Holdings 9.875% Bonds, Samsung Electronics, Texhong Textile Group, America’s Car-Mart and Retail Holdings. It is an eclectic list — from a subprime auto dealer to a Hong Kong yarn company, and from one of the largest technology companies in the world to a sub-$100m market cap special situation. Such a varied list of contributors validates our wide-ranging approach. While many funds are restricted to investing within narrow bands, we retain flexibility to go anywhere and be different. We feel having such differentiated insight across a range of investment opportunities is key to long-term success. This has proven true in our first three years and we believe it can continue in the future as well.

Amongst the Fund’s top three detractors since inception include Hargreaves, Aggreko Plc, and Nac Co. All share a common element of being exposed to macro forces largely outside of the company’s control which impacted business results. We still hold both Hargreaves and Aggreko, believing there is further room for recovery in both shares. We have taken a permanent loss of capital in only a few positions over the first three years, and most holdings have positive returns versus our cost basis. Avoiding major losses is just as critical as our top contributors. Our record in this area highlights our value discipline and focus on risk-adjusted returns.

The drawdown and subsequent recovery was a good testing ground of our core principles. The true mettle of the Fund’s investment strategy will only

show itself on the other side of a market downturn, but we believe our strategy of holding quality businesses at inexpensive prices is sound. Any market pullback would be an opportunity to deploy more capital at better prices. Having gone through our own mini-bear market and recovery in the Fund in only three years, we are confident that sticking to our core philosophy will yield strong long-term results.

CONCLUSION

The current bull market began in March 2009, more than eight years ago. Valuations are expensive across the majority of asset classes, generally a dangerous time for investors. We make no attempt to predict the timing of the next major downturn, but instead emphasize our bottom-up investment process. If the bull market carries on, we will lean on our go-anywhere approach, as we believe it gives us the best possible chance of uncovering the remaining pockets of value. If a downturn occurs, we are well prepared with a collection of high quality businesses and ample cash to take advantage of cheaper prices.

At the three-year mark, we have generated both positive absolute returns and outperformed our benchmark while holding excess cash in the Fund. We believe there remains significant value embedded in the Fund’s portfolio which is only beginning to shine through. Our objective remains to produce attractive risk-adjusted returns over a full market cycle, and we appreciate our shareholders who entrust us with capital in pursuit of this long-term goal.

21

AMG Yacktman Special Opportunities Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN    

Sector	AMG Yacktman Special Opportunities Fund*			MSCI ACWI All Cap Index
Consumer Discretionary		23.9	%		12.4	%
Industrials		22.5	%		11.8	%
Information Technology		10.8	%		16.5	%
Energy		10.5	%		5.7	%
Financials		10.1	%		17.9	%
Materials		2.7	%		5.6	%
Health Care		2.7	%		11.2	%
Consumer Staples		2.3	%		8.7	%
Real Estate		1.5	%		4.2	%
Utilities		0.7	%		3.1	%
Telecommunication Services		0.0	%		2.9	%
Other Assets and Liabilities		12.3	%		0.0	%

* As a percentage of net assets.    

TOP TEN HOLDINGS    

Security Name	% of Net Assets
Emeco Pty, Ltd., Series B, 9.250%, 03/31/22		7.1	%
IMF Bentham, Ltd.**		5.3
Samsung Electronics Co., Ltd., 1.440%**		5.1
Computer Services, Inc.**		4.6
America’s Car-Mart, Inc.**		4.5
Retail Holdings N.V.**		4.4
Hargreaves Services PLC**		4.3
Pardee Resources Co., Inc.**		3.8
Ocean Wilsons Holdings, Ltd.		3.7
Texhong Textile Group, Ltd.		3.3
Top Ten as a Group		46.1	%

** Top Ten Holdings as of December 31, 2016.    

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

22

AMG Yacktman Special Opportunities Fund

Fund Snapshots (continued)

For the six months ended June 30, 2017

NEW EQUITY POSITIONS

	Current
New Purchases	Shares Held
Cambria Automobiles PLC		385,000
Dollar General Corp.		2,300
HUB Co., Ltd.		36,000
Maruzen Co., Ltd.		11,000
Trilogy International, Ltd.		315,000
Vertu Motors PLC		400,583

NEW CORPORATE BOND & NOTE POSITIONS

	Current
New Purchases	Shares Held
Emeco Pty, Ltd., Series B, 9.250%, 03/31/22		2,020,859
WesternOne, Inc., 6.250%, 06/30/20		335,000

EQUITY PURCHASES & SALES

	Net Shares		Current
Purchases	Purchased		Shares Held
America’s Car-Mart, Inc.		13,500		33,300
Computer Services, Inc.		401		27,940
Daekyo Co., Ltd., 4.910%		6,200		28,200
Emeco Holdings, Ltd.		1,999,019		3,999,604
IMF Bentham, Ltd.		111,958		1,050,470
Interactive Brokers Group, Inc., Class A		1,000		3,500
Marshall Motor Holdings PLC		60,000		210,000
Maxim Power Corp.		47,800		90,000
Nam Lee Pressed Metal Industries, Ltd.		120,000		510,000
Ocean Wilsons Holdings, Ltd.		18,500		77,000
Pardee Resources Co., Inc.		900		6,000
Retail Holdings N.V.		13,650		62,650
Sotsu Co., Ltd.		3,000		17,500
Texhong Textile Group, Ltd.		202,000		750,000

	Net Shares		Current
Sales	Sold		Shares Held
Amsterdam Commodities N.V.		11,000		—
Gruppo MutuiOnline S.P.A.		5,742		26,000
Immunodiagnostic Systems Holdings PLC		76,000		75,000
Lai Sun Development Co., Ltd.		5,500,000		12,000,000
Lamprell PLC		260,586		525,000
Mitani Corp.		4,200		12,800
MOCON, Inc.		29,000		—
Nexen Corp., 1.430%		7,167		11,833
Raven Industries, Inc.		6,000		—
Rocky Mountain Dealerships, Inc.		4,900		28,100
Samsung Electronics Co., Ltd., 1.440%		200		900
Stallergenes Greer PLC		1,985		11,015
Tessi, S.A.		831		1,233
Twenty-First Century Fox, Inc., Class A		3,500		30,000

CORPORATE BOND & NOTE SALES

	Net Shares		Current
Sales	Sold		Shares Held
Emeco Pty, Ltd., 9.875%, 03/15/19		2,500,000		—

23

AMG Yacktman Special Opportunities Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 73.2%
Consumer Discretionary - 23.2%
America’s Car-Mart, Inc. (United States)*		33,300	$	1,295,370
Automodular Corp. (Canada)*		88,406		167,023
Cambria Automobiles PLC (United Kingdom)		385,000		340,983
Dollar General Corp. (United States)		2,300		165,807
HUB Co., Ltd. (Japan)		36,000		287,744
Marshall Motor Holdings PLC (United Kingdom)		210,000		370,614
Reading International, Inc., Class A (United States)*		24,000		387,120
Retail Holdings N.V. (Curacao)		62,650		1,252,374
Sotsu Co., Ltd. (Japan)		17,500		331,407
Texhong Textile Group, Ltd. (Hong Kong)		750,000		932,547
Twenty-First Century Fox, Inc., Class A (United States)		30,000		850,200
Vertu Motors PLC (United Kingdom)		400,583		253,045
Total Consumer Discretionary				6,634,234
Consumer Staples - 2.3%
Sapporo Clinical Laboratory, Inc. (Japan)		9,000		100,582
Trilogy International, Ltd. (New Zealand)1		315,000		565,538
Total Consumer Staples				666,120
Energy - 10.5%
Hargreaves Services PLC (United Kingdom)		278,682		1,220,635
Lamprell PLC (United Arab Emirates)*		525,000		697,465
Pardee Resources Co., Inc. (United States)		6,000		1,080,000
Total Energy				2,998,100
Financials - 9.4%
Gruppo MutuiOnline S.P.A. (Italy)		26,000		354,570
IMF Bentham, Ltd. (Australia)		1,050,470		1,525,735
Interactive Brokers Group, Inc., Class A (United States)		3,500		130,970
Spice Private Equity AG (Switzerland)*		23,500		667,400
Total Financials				2,678,675
Health Care - 2.7%
Immunodiagnostic Systems Holdings PLC (United Kingdom)1		75,000		297,937
Stallergenes Greer PLC (United Kingdom)*		11,015		474,674
Total Health Care				772,611
Industrials - 14.8%
Aggreko PLC (United Kingdom)		29,000		347,400

	Shares		Value
Catering International Services (France)		27,891	$	651,769
CMI, Ltd. (Australia)		450,000		356,245
Emeco Holdings, Ltd. (Australia)*		3,999,604		322,779
Judges Scientific PLC (United Kingdom)		13,000		306,002
Maruzen Co., Ltd. (Japan)		11,000		146,021
Mitani Corp. (Japan)		12,800		483,248
Nam Lee Pressed Metal Industries, Ltd. (Singapore)		510,000		137,062
Ocean Wilsons Holdings, Ltd. (Bermuda)		77,000		1,050,529
Oliver Corp. (Japan)		7,000		95,782
Rocky Mountain Dealerships, Inc. (Canada)		28,100		215,604
Utoc Corp. (Japan)		33,600		140,739
Total Industrials				4,253,180
Information Technology - 5.4%
Computer Services, Inc. (United States)		27,940		1,313,180
Tessi, S.A. (France)		1,233		224,620
Total Information Technology				1,537,800
Materials - 2.7%
Agro-Kanesho Co., Ltd. (Japan)		10,800		158,385
Master Drilling Group, Ltd. (South Africa)		380,000		442,958
SK Kaken Co., Ltd. (Japan)		2,000		184,219
Total Materials				785,562
Real Estate - 1.5%
Lai Sun Development Co., Ltd. (Hong Kong)		12,000,000		438,121
Utilities - 0.7%
Maxim Power Corp. (Canada)*		90,000		188,772
Total Common Stocks (cost $18,599,430)				20,953,175
Preferred Stocks - 6.7%
Consumer Discretionary - 0.7%
Daekyo Co., Ltd., 4.910% (South Korea)		28,200		125,700
Nexen Corp., 1.430% (South Korea)		11,833		57,709
Total Consumer Discretionary				183,409
Industrials - 0.6%
Daelim Industrial Co., Ltd., 0.970% (South Korea)		2,600		83,980
Sebang Co., Ltd., 2.190% (South Korea)		13,300		94,971
Total Industrials				178,951

The accompanying notes are an integral part of these financial statements.

24

AMG Yacktman Special Opportunities Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 5.4%
Daeduck GDS Co., Ltd., 3.450% (South Korea)		10,705	$	80,090
Samsung Electronics Co., Ltd., 1.440% (South Korea)		900		1,467,448
Total Information Technology				1,547,538
Total Preferred Stocks (cost $1,276,396)				1,909,898
	Principal Amount
Corporate Bonds and Notes - 7.8%
Financials - 0.7%
WesternOne, Inc., 6.250%, 06/30/20 (Canada)	$	335,000		211,829
Industrials - 7.1%
Emeco Pty, Ltd., Series B, 9.250%, 03/31/22 (Australia)		2,020,859		2,038,037
Total Corporate Bonds and Notes (cost $2,187,799)				2,249,866
Short-Term Investments - 12.7%
Repurchase Agreements - 0.6%2
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $6,909 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 07/28/17 - 09/09/49, totaling $7,046)		6,908		6,908

	Principal Amount		Value
Citibank N.A., dated 06/30/17, due 07/03/17, 1.080% total to be received $144,752 (collateralized by various U.S. Government Agency Obligations, 0.000% - 8.000%, 11/15/17 - 02/15/47, totaling $147,634)	$	144,739	$	144,739
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $8,410 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $8,577)		8,409		8,409
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $4,130 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $4,213)		4,130		4,130
Total Repurchase Agreements				164,186
	Shares
Other Investment Companies - 12.1%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		3,481,429		3,481,429
Total Short-Term Investments (cost $3,645,615)				3,645,615
Total Investments - 100.4% (cost $25,709,240)				28,758,554
Other Assets, less Liabilities - (0.4)%				(126,412	)
Net Assets - 100.0%			$	28,632,142

The accompanying notes are an integral part of these financial statements.

25

Notes to Schedules of Portfolio Investments (unaudited)

The following footnotes should be read in conjunction with each of the Schedules of Portfolio Investments previously presented in this report.

At June 30, 2017, the approximate cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax were as follows:

Fund	Cost		Appreciation		Depreciation			Net
AMG Yacktman Fund	$	6,010,875,618	$	2,732,548,760	$	(227,995,115	)	$	2,504,553,645
AMG Yacktman Focused Fund		3,292,398,454		1,301,524,351		(153,060,375	)		1,148,463,976
AMG Yacktman Focused Fund — Security Selection Only		1,207,833		88,480		(27,200	)		61,280
AMG Yacktman Special Opportunities Fund		26,034,207		4,461,403		(1,737,056	)		2,724,347

* Non-income producing security.

(a) Step Bond: A debt instrument with either deferred interest payments or an interest rate that resets at specific times during its term.

¹  Some or all of these securities were out on loan to various brokers as of June 30, 2017, amounting to the following:

Fund	Market Value		% of Net Assets
AMG Yacktman Fund	$	17,131,667		0.2	%
AMG Yacktman Focused Fund		3,802,840		0.1	%
AMG Yacktman Focused Fund — Security Selection Only		9,568		0.8	%
AMG Yacktman Special Opportunities Fund		156,799		0.5	%

²  Collateral received from brokers for securities lending was invested in these joint repurchase agreements.

³  Yield shown represents the June 30, 2017, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

The accompanying notes are an integral part of these financial statements.

26

Notes to Schedules of Portfolio Investments (continued)

Country	AMG Yacktman Special Opportunities Fund†			MSCI ACWI All Cap Index††
Australia		16.9	%		2.4	%
Austria		0.0	%		0.1	%
Belgium		0.0	%		0.4	%
Bermuda		4.2	%		0.0	%
Brazil		0.0	%		0.7	%
Canada		3.1	%		3.2	%
Chile		0.0	%		0.1	%
China		0.0	%		3.0	%
Curacao		5.0	%		0.0	%
Denmark		0.0	%		0.6	%
Finland		0.0	%		0.4	%
France		3.5	%		3.2	%
Germany		0.0	%		3.0	%
Hong Kong		5.4	%		1.2	%
India		0.0	%		1.1	%
Indonesia		0.0	%		0.3	%
Ireland		0.0	%		0.2	%
Israel		0.0	%		0.3	%
Italy		1.4	%		0.8	%
Japan		7.7	%		8.4	%
Malaysia		0.0	%		0.3	%
Mexico		0.0	%		0.4	%
Netherlands		0.0	%		1.1	%
New Zealand		2.2	%		0.1	%

Country	AMG Yacktman Special Opportunities Fund†			MSCI ACWI All Cap Index††
Norway		0.0	%		0.3	%
Philippines		0.0	%		0.1	%
Poland		0.0	%		0.1	%
Portugal		0.0	%		0.1	%
Qatar		0.0	%		0.1	%
Russia		0.0	%		0.3	%
Singapore		0.5	%		0.5	%
South Africa		1.8	%		0.7	%
South Korea		7.6	%		1.8	%
Spain		0.0	%		1.1	%
Sweden		0.0	%		1.1	%
Switzerland		2.7	%		2.6	%
Taiwan		0.0	%		1.5	%
Thailand		0.0	%		0.3	%
Turkey		0.0	%		0.1	%
United Arab Emirates		2.8	%		0.1	%
United Kingdom		14.4	%		6.0	%
United States		20.8	%		51.9	%
		100.0	%		100.0	%

† As a percentage of long-term investments at June 30, 2017.

†† Unaudited

The accompanying notes are an integral part of these financial statements.

27

Notes to Schedules of Portfolio Investments (continued)

The following table summarizes the inputs used to value the Funds’ investments by the fair value hierarchy levels as of June 30, 2017: (See Note 1(a) in the Notes to the Financial Statements.)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG Yacktman Fund
Investments in Securities
Common Stocks
Consumer Staples	$	2,044,531,000	$	51,580,809		—	$	2,096,111,809
Information Technology		1,338,315,922		—		—		1,338,315,922
Consumer Discretionary		929,581,000		—		—		929,581,000
Health Care		646,338,500		—		—		646,338,500
Financials		511,022,000		—		—		511,022,000
Energy		200,223,000		—		—		200,223,000
Industrials		48,076,000		44,661,567		—		92,737,567
Preferred Stocks†		—		420,997,881		—		420,997,881
Corporate Bonds and Notes††		—		163,161,361		—		163,161,361
Short-Term Investments
Repurchase Agreements		—		17,701,770		—		17,701,770
Other Investment Companies		2,099,238,453		—		—		2,099,238,453
Total Investments in Securities	$	7,817,325,875	$	698,103,388		—	$	8,515,429,263

The accompanying notes are an integral part of these financial statements.

28

Notes to Schedules of Portfolio Investments (continued)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG Yacktman Focused Fund
Investments in Securities
Common Stocks
Consumer Staples	$	1,089,799,500	$	43,320,698		—	$	1,133,120,198
Consumer Discretionary		603,059,000		—		—		603,059,000
Information Technology		593,664,292		—		—		593,664,292
Health Care		211,664,000		—		—		211,664,000
Financials		82,442,000		—		—		82,442,000
Energy		79,929,000		—		—		79,929,000
Industrials		—		33,542,044		—		33,542,044
Preferred Stocks†		—		546,658,742		—		546,658,742
Corporate Bonds and Notes††		—		108,867,113		—		108,867,113
Short-Term Investments
Repurchase Agreements		—		3,894,778		—		3,894,778
Other Investment Companies		1,044,021,263		—		—		1,044,021,263
Total Investments in Securities	$	3,704,579,055	$	736,283,375		—	$	4,440,862,430

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG Yacktman Focused Fund - Security Selection Only
Investments in Securities
Common Stocks
Consumer Staples	$	349,965	$	14,754		—	$	364,719
Information Technology		187,456		21,529		—		208,985
Consumer Discretionary		196,395		—		—		196,395
Health Care		81,166		—		—		81,166
Industrials		—		35,240		—		35,240
Financials		26,783		—		—		26,783
Energy		23,355		—		—		23,355
Preferred Stocks
Information Technology		—		208,218		—		208,218
Consumer Staples		13,818		—		—		13,818
Corporate Bonds and Notes††		—		63,483		—		63,483
Short-Term Investments
Repurchase Agreements		—		9,714		—		9,714
Other Investment Companies		37,237		—		—		37,237
Total Investments in Securities	$	916,175	$	352,938		—	$	1,269,113

The accompanying notes are an integral part of these financial statements.

29

Notes to Schedules of Portfolio Investments (continued)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG Yacktman Special Opportunities Fund
Investments in Securities
Common Stocks
Consumer Discretionary	$	5,701,687	$	932,547		—	$	6,634,234
Industrials		3,039,990		1,213,190		—		4,253,180
Energy		1,777,465		1,220,635		—		2,998,100
Financials		1,152,940		1,525,735		—		2,678,675
Information Technology		1,537,800		—		—		1,537,800
Materials		442,958		342,604		—		785,562
Health Care		772,611		—		—		772,611
Consumer Staples		565,538		100,582		—		666,120
Real Estate		—		438,121		—		438,121
Utilities		188,772		—		—		188,772
Preferred Stocks
Information Technology		80,090		1,467,448		—		1,547,538
Consumer Discretionary		183,409		—		—		183,409
Industrials		94,971		83,980		—		178,951
Corporate Bonds and Notes††		—		2,249,866		—		2,249,866
Short-Term Investments
Repurchase Agreements		—		164,186		—		164,186
Other Investment Companies		3,481,429		—		—		3,481,429
Total Investments in Securities	$	19,019,660	$	9,738,894		—	$	28,758,554

† All preferred stocks held in the Fund are level 2 securities. For a detailed breakout of the preferred stocks by major industry classification, please refer to the respective Schedule of Portfolio Investments.

†† All corporate bonds and notes held in the Fund are level 2 securities. For a detailed break out of the corporate bonds and notes by major industry classification, please refer to the respective Schedule of Portfolio Investments.

As of June 30, 2017, the AMG Yacktman Fund, AMG Yacktman Focused Fund, and AMG Yacktman Focused Fund-Security Selection Only had no transfers between levels from the beginning of the reporting period.

As of June 30, 2017, AMG Yacktman Special Opportunities Fund had transfers between Level 1 and Level 2 as follows:

	Transfer into Level 11		Transfer out of Level 11			Transfer into Level 21		Transfer out of Level 21
Assets:
Common Stocks	$	1,269,493	$	(1,289,400	)	$	1,289,400	$	(1,269,493	)

¹  An external pricing service is used to reflect any significant market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets. (See Note 1(a) in the Notes to Financial Statements.)

INVESTMENT DEFINITIONS AND ABBREVIATIONS:

ADR: ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank. The value of the ADR securities is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADRs are initiated by the underlying foreign company.

The accompanying notes are an integral part of these financial statements.

30

Statement of Assets and Liabilities (unaudited)

June 30, 2017

	AMG Yacktman Fund		AMG Yacktman Focused Fund#		AMG Yacktman Focused Fund - Security Selection Only Fund		AMG Yacktman Special Opportunities Fund
Assets:
Investments at value* (including securities on loan valued at $17,131,667, $3,802,840, $9,568 and $156,799, respectively)	$	8,515,429,263	$	4,440,862,430	$	1,269,113	$	28,758,554
Cash		1,147,374		—		—		—
Foreign currency**		—		—		—		21,853
Receivable for Fund shares sold		6,286,179		2,146,485		—		8,173
Receivable for investments sold		1,718,003		5,155,633		—		25,048
Dividends, interest and other receivables		10,030,911		5,137,282		2,595		47,469
Receivable from affiliate		74,594		35,710		3,770		4,840
Prepaid expenses		140,837		87,568		1,643		28,302
Total assets		8,534,827,161		4,453,425,108		1,277,121		28,894,239
Liabilities:
Due to custodian		—		—		7,241		—
Payable upon return of securities loaned		17,701,770		3,894,778		9,714		164,186
Payable for investments purchased		14,176,848		7,133,349		—		—
Payable for Fund shares repurchased		11,743,677		6,861,698		—		—
Accrued expenses:
Investment advisory and management fees		3,010,457		3,182,064		887		46,184
Administrative fees		1,053,147		548,632		153		3,469
Shareholder servicing fees - Class N		—		386,725		—		—
Shareholder servicing fees - Class I		550,323		—		—		229
Professional fees		46,946		33,735		11,394		20,850
Trustees fees and expense		43,983		22,693		11		119
Other		1,474,330		1,092,349		6,239		27,060
Total liabilities		49,801,481		23,156,023		35,639		262,097
Net Assets	$	8,485,025,680	$	4,430,269,085	$	1,241,482	$	28,632,142
*  Investments at cost	$	6,009,063,343	$	3,291,635,006	$	1,207,833	$	25,709,240
** Foreign currency at cost		—		—		—	$	21,794

^#  Effective February 27, 2017, the Funds’ Class S share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

The accompanying notes are an integral part of these financial statements.

31

Statement of Assets and Liabilities (continued)

	AMG Yacktman Fund		AMG Yacktman Focused Fund#		AMG Yacktman Focused Fund - Security Selection Only Fund		AMG Yacktman Special Opportunities Fund
Net Assets Represent:
Paid-in capital	$	5,315,885,099	$	2,904,563,331	$	1,164,330	$	24,568,629
Undistributed net investment income		59,429,296		20,244,988		6,351		207,098
Accumulated net realized gain from investments and foreign currency transactions		603,345,365		356,233,342		9,521		807,398
Net unrealized appreciation of investments and foreign currency translations		2,506,365,920		1,149,227,424		61,280		3,049,017
Net Assets	$	8,485,025,680	$	4,430,269,085	$	1,241,482	$	28,632,142
Class N:
Net Assets		n/a	$	3,340,060,833	$	15,102		n/a
Shares outstanding		n/a		155,132,594		1,409		n/a
Net asset value, offering and redemption price per share		n/a	$	21.53	$	10.72		n/a
Class I:
Net Assets	$	8,485,025,680	$	1,090,208,252	$	1,226,380	$	2,882,722
Shares outstanding		366,929,009		50,666,469		114,354		258,852
Net asset value, offering and redemption price per share	$	23.12	$	21.52	$	10.72	$	11.14
Class Z:
Net Assets		n/a		n/a		n/a	$	25,749,420
Shares outstanding		n/a		n/a		n/a		2,308,145
Net asset value, offering and redemption price per share		n/a		n/a		n/a	$	11.16

^#  Effective February 27, 2017, the Funds’ Class S share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

The accompanying notes are an integral part of these financial statements.

32

Statement of Operations (unaudited)

For the six months ended June 30, 2017

	AMG Yacktman Fund			AMG Yacktman Focused Fund#			AMG Yacktman Focused Fund - Security Selection Only Fund##			AMG Yacktman Special Opportunities Fund
Investment Income:
Dividend income	$	81,638,213		$	43,301,218		$	9,512		$	439,084	1
Securities lending income		38,845			7,463			6			5,492
Interest income		9,576,636			5,543,945			2,310			155,680
Foreign withholding tax		(1,463,603	)		(1,942,723	)		(298	)		(26,696	)
Total investment income		89,790,091			46,909,903			11,530			573,560
Expenses:
Investment advisory and management fees		18,368,351			19,576,386			4,172			255,478
Administrative fees		6,427,298			3,375,239			719			19,212
Shareholder servicing fees - Class N		—			2,916,672			—			—
Shareholder servicing fees - Class I		4,365,913			—			—			963
Trustees fees and expenses		403,816			216,987			30			1,064
Custodian fees		296,859			211,253			4,846			7,172
Reports to shareholders		280,504			176,776			1,352			5,498
Professional fees		274,170			156,017			11,406			16,833
Transfer agent fees		193,715			130,894			63			438
Registration fees		74,752			46,979			209			16,927
Miscellaneous		104,028			65,043			172			657
Total expenses before offsets		30,789,406			26,872,246			22,969			324,242
Fee waivers		(428,611	)		(207,331	)		—			—
Expense reimbursements		—			—			(17,790	)		(33,218	)
Net expenses		30,360,795			26,664,915			5,179			291,024
Net investment income		59,429,296			20,244,988			6,351			282,536
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		448,414,972			262,308,509			11,039			915,536
Net realized gain (loss) on foreign currency transactions		209,058			359,354			(1,518	)		(8,660	)
Net change in unrealized appreciation of investments		165,085,712			127,533,847			61,280			3,191,476
Net change in unrealized appreciation on foreign currency translations		—			—			—			144
Net realized and unrealized gain		613,709,742			390,201,710			70,801			4,098,496
Net increase in net assets resulting from operations	$	673,139,038		$	410,446,698		$	77,152		$	4,381,032

^#  Effective February 27, 2017, the Funds’ Class S share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

^##  Commencement of operations was January 30, 2017.

¹  Includes non-recurring dividends of $57,500.

The accompanying notes are an integral part of these financial statements.

33

Statements of Changes in Net Assets

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016

	AMG Yacktman Fund						AMG Yacktman Focused Fund
	2017			2016##			2017#			2016##
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment income	$	59,429,296		$	131,418,087		$	20,244,988		$	48,568,488
Net realized gain on investments and foreign currency transactions		448,624,030			544,335,369			262,667,863			356,596,227
Net change in unrealized appreciation of investments and foreign currency translations		165,085,712			242,782,534			127,533,847			121,106,280
Net increase in net assets resulting from operations		673,139,038			918,535,990			410,446,698			526,270,995
Distributions to Shareholders:
From net investment income:
Class N		—			—			—			(48,706,189	)
Class l		—			(151,070,259	)		—			(17,183,317	)
From net realized gain on investments:
Class N		—			—			—			(325,156,552	)
Class l		—			(530,811,366	)		—			(101,407,185	)
Total distributions to shareholders		—			(681,881,625	)		—			(492,453,243	)
Capital Share Transactions:1
Net decrease from capital share transactions		(715,277,657	)		(646,097,575	)		(511,285,501	)		(877,375,268	)
Total decrease in net assets		(42,138,619	)		(409,443,210	)		(100,838,803	)		(843,557,516	)
Net Assets:
Beginning of period		8,527,164,299			8,936,607,509			4,531,107,888			5,374,665,404
End of period	$	8,485,025,680		$	8,527,164,299		$	4,430,269,085		$	4,531,107,888
End of period undistributed net investment income	$	59,429,296			—		$	20,244,988			—

^#  Effective February 27, 2017, the Funds’ Class S share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

^##  Effective October 1, 2016, the Funds’ share classes were renamed or redesignated as described in Note 1 of the Notes to the Financial Statements.

¹  See Note 1(g) of the Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements.

34

Statements of Changes in Net Assets (continued)

For the period ended June 30, 2017 (unaudited) and the year ended December 31, 2016

	AMG Yacktman Focused Fund - Security Selection Only Fund		AMG Yacktman Special Opportunities Fund
	2017#		2017		2016##
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment income	$	6,351	$	282,536	$	443,628
Net realized gain (loss) on investments and foreign currency transactions		9,521		906,876		(30,791	)
Net change in unrealized appreciation of investments and foreign currency translations		61,280		3,191,620		3,990,543
Net increase in net assets resulting from operations		77,152		4,381,032		4,403,380
Distributions to Shareholders:
From net investment income:
Class l		—		—		(13,298	)
Class Z		—		—		(446,336	)
From paid-in capital:
Class l		—		—		(7 080	)
Class Z		—		—		(237,650	)
Total distributions to shareholders		—		—		(704,364	)
Capital Share Transactions:1
Net increase from capital share transactions		1,164,330		2,032,122		1,260,095
Total increase in net assets		1,241,482		6,413,154		4,959,111
Net Assets:
Beginning of period		—		22,218,988		17,259,877
End of period	$	1,241,482	$	28,632,142	$	22,218,988
End of period undistributed (accumulated) net investment income (loss)	$	6,351	$	207,098	$	(75,438	)

^#  Commencement of operations was January 30, 2017.

^##  Effective October 1, 2016, the Fund’s share classes were renamed or redesignated as described in Note 1 of the Notes to Financial Statements.

¹  See Note 1(g) of the Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements.

35

AMG Yacktman Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017			For the years ended December 31,
Class l	(unaudited)			2016##			2015			2014			2013			2012†
Net Asset Value, Beginning of Period	$	21.39		$	20.87		$	25.12		$	23.54		$	19.12		$	17.51
Income (Loss) from Investment Operations:
Net investment income1,2		0.16			0.33			0.31			0.26			0.23			0.26
Net realized and unrealized gain (loss) on investments		1.57			2.03			(1.71	)		2.43			5.07			1.73
Total income (loss) from investment operations		1.73			2.36			(1.40	)		2.69			5.30			1.99
Distributions to Shareholders from:
Net investment income		—			(0.41	)		(0.34	)		(0.27	)		(0.21	)		(0.25	)
Net realized gain on investments		—			(1.43	)		(2.51	)		(0.84	)		(0.67	)		(0.13	)
Total distributions to shareholders		—			(1.84	)		(2.85	)		(1.11	)		(0.88	)		(0.38	)
Net Asset Value, End of Period	$	23.12		$	21.39		$	20.87		$	25.12		$	23.54		$	19.12
Total Return2		8.09	%8		11.20	%		(5.63	)%		11.33	%		27.74	%		11.47	%
Ratio of net expenses to average net assets		0.71	%9		0.71	%		0.71	%		0.71	%		0.74	%4		0.76	%5
Ratio of gross expenses to average net assets3		0.72	%9		0.72	%		0.72	%		0.71	%		0.75	%4		0.76	%5
Ratio of net investment income to average net assets2		1.39	%9		1.51	%		1.29	%		1.08	%		1.05	%4		1.41	%5
Portfolio turnover		1	%8		4	%		2	%		9	%		17	%		7	%
Net assets at end of period (000’s omitted)	$	8,485,026		$	8,527,164		$	8,936,608		$	14,217,017		$	13,931,446		$	8,670,983

36

AMG Yacktman Focused Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017			For the years ended December 31,
Class N	(unaudited)###			2016##			2015			2014			2013			2012†
Net Asset Value, Beginning of Period	$	19.69		$	19.77		$	25.88		$	25.15		$	20.52		$	18.78
Income from Investment Operations:
Net investment income1,2		0.09			0.19			0.22			0.17			0.15			0.18
Net realized and unrealized gain (loss) on investments		1.75			2.05			(1.51	)		2.54			5.39			1.79
Total income (loss) from investment operations		1.84			2.24			(1.29	)		2.71			5.54			1.97
Distributions to Shareholders from:
Net investment income		—			(0.30	)		(0.24	)		(0.18	)		(0.14	)		(0.16	)
Net realized gain on investments		—			(2.02	)		(4.58	)		(1.80	)		(0.77	)		(0.07	)
Total distributions to shareholders		—			(2.32	)		(4.82	)		(1.98	)		(0.91	)		(0.23	)
Net Asset Value, End of Period	$	21.53		$	19.69		$	19.77		$	25.88		$	25.15		$	20.52
Total Return2		9.34	%8		11.29	%		(5.08	)%		10.67	%		27.01	%		10.57	%
Ratio of net expenses to average net assets		1.23	%9		1.23	%		1.22	%		1.22	%		1.25	%6		1.25	%7
Ratio of gross expenses to average net assets3		1.24	%9		1.24	%		1.22	%		1.23	%		1.26	%6		1.26	%7
Ratio of net investment income to average net assets2		0.86	%9		0.94	%		0.86	%		0.65	%		0.62	%6		0.90	%7
Portfolio turnover		1	%8		4	%		6	%		16	%		17	%		3	%
Net assets at end of period (000’s omitted)	$	3,339,729		$	3,479,880		$	4,062,291		$	7,847,093		$	8,630,019		$	6,603,059

	For the six months ended June 30, 2017			For the years ended December 31,												For the period ended December 31,
Class l	(unaudited)			2016##			2015			2014			2013			2012*
Net Asset Value, Beginning of Period	$	19.66		$	19.75		$	25.88		$	25.15		$	20.52		$	19.46
Income from Investment Operations:
Net investment income1,2		0.11			0.23			0.26			0.21			0.19			0.08
Net realized and unrealized gain (loss) on investments		1.75			2.04			(1.50	)		2.56			5.39			1.13
Total income (loss) from investment operations		1.86			2.27			(1.24	)		2.77			5.58			1.21
Distributions to Shareholders from:
Net investment income		—			(0.34	)		(0.30	)		(0.23	)		(0.18	)		(0.11	)
Net realized gain on investments		—			(2.02	)		(4.59	)		(1.81	)		(0.77	)		(0.04	)
Total distributions to shareholders		—			(2.36	)		(4.89	)		(2.04	)		(0.95	)		(0.15	)
Net Asset Value, End of Period	$	21.52		$	19.66		$	19.75		$	25.88		$	25.15		$	20.52
Total Return2		9.46	%8		11.46	%		(4.89	)%		10.88	%		27.19	%		6.22	%8
Ratio of net expenses to average net assets		1.06	%9		1.05	%		1.05	%		1.05	%		1.08	%6		1.08	%7,9
Ratio of gross expenses to average net assets3		1.07	%9		1.06	%		1.05	%		1.06	%		1.09	%6		1.08	%7,9
Ratio of net investment income to average net assets2		1.03	%9		1.11	%		1.03	%		0.82	%		0.78	%6		0.91	%7,9
Portfolio turnover		1	%8		4	%		6	%		16	%		17	%		3	%8
Net assets at end of period (000’s omitted)	$	1,090,208		$	1,051,228		$	1,312,374		$	3,414,602		$	3,301,204		$	712,316

37

AMG Yacktman Focused Fund - Security Selection Only

Financial Highlights

For a share outstanding throughout each period

Class N	For the period ended June 30, 2017 (unaudited)**
Net Asset Value, Beginning of Period	$	10.00
Income from Investment Operations:
Net investment income1,2		0.06
Net realized and unrealized gain on investments		0.66
Total income from investment operations		0.72
Net Asset Value, End of Period	$	10.72
Total Return2		7.20	%8
Ratio of net expenses to average net assets		1.08	%9
Ratio of gross expenses to average net assets3		4.79	%9
Ratio of net investment income to average net assets2		1.32	%9
Portfolio turnover		9	%8
Net assets at end of period (000’s omitted)	$	15

Class I	For the period ended June 30, 2017 (unaudited)**
Net Asset Value, Beginning of Period	$	10.00
Income from Investment Operations:
Net investment income1,2		0.06
Net realized and unrealized gain on investments		0.66
Total income from investment operations		0.72
Net Asset Value, End of Period	$	10.72
Total Return2		7.20	%8
Ratio of net expenses to average net assets		1.08	%9
Ratio of gross expenses to average net assets3		4.79	%9
Ratio of net investment income to average net assets2		1.32	%9
Portfolio turnover		9	%8
Net assets at end of period (000’s omitted)	$	1,226

38

AMG Yacktman Special Opportunities Fund

Financial Highlights

For a share outstanding throughout each period

Class I	For the six months ended June 30, 2017 (unaudited)			For the year ended December 31, 2016##			For the period ended December 31, 2015***
Net Asset Value, Beginning of Period	$	9.37		$	7.75		$	9.40
Income (Loss) from Investment Operations:
Net investment income1,2		0.11	10		0.18			0.20
Net realized and unrealized gain (loss) on investments		1.66			1.75			(1.49	)
Total income (loss) from investment operations		1.77			1.93			(1.29	)
Distributions to Shareholders from:
Net investment income		—			(0.20	)		(0.23	)
Net realized gain on investments		—			—			(0.13	)
Paid-in capital		—			(0.11	)		—
Total distributions to shareholders		—			(0.31	)		(0.36	)
Net Asset Value, End of Period	$	11.14		$	9.37		$	7.75
Total Return2		18.89	%8		24.88	%11		(13.77	)%8,11
Ratio of net expenses to average net assets		2.05	%9,12		1.90	%13		1.27	%9,14
Ratio of gross expenses to average net assets3		2.31	%9,12		2.29	%13		1.88	%9,14
Ratio of net investment income to average net assets2		2.11	%9,12		2.08	%13		3.40	%9,14
Portfolio turnover		24	%8		29	%		30	%8
Net assets at end of period (000’s omitted)	$	2,883		$	700		$	83

	For the six months ended June 30, 2017 (unaudited)			For the years ended December 31,						For the period ended December 31, 2014****
Class Z				2016##			2015
Net Asset Value, Beginning of Period	$	9.38		$	7.75		$	9.45		$	10.00
Income (Loss) from Investment Operations:
Net investment Income (loss)1,2		0.11	10		0.20			0.22			(0.00	)#
Net realized and unrealized gain (loss) on investments		1.67			1.74			(1.56	)		(0.54	)
Total income (loss) from investment operations		1.78			1.94			(1.34	)		(0.54	)
Distributions to Shareholders from:
Net investment income		—			(0.20	)		(0.23	)		(0.01	)
Net realized gain on investments		—			—			(0.13	)		—
Paid-in capital					(0.11	)
Total distributions to shareholders		—			(0.31	)		(0.36	)		(0.01	)
Net Asset Value, End of Period	$	11.16		$	9.38		$	7.75		$	9.45
Total Return2		18.98	%8		25.05	%		(14.22	)%11		(5.39	)%8
Ratio of net expenses to average net assets		1.95	%9,12		1.63	%13		1.24	%14		1.65	%9
Ratio of gross expenses to average net assets3		2.21	%9,12		2.01	%13		1.74	%14		2.60	%9
Ratio of net investment income (loss) to average net assets2		2.21	%9,12		2.34	%13		2.47	%14		(0.04	)%9
Portfolio turnover		24	%8		29	%		30	%		7	%8
Net assets at end of period (000’s omitted)	$	25,749		$	21,519		$	17,177		$	17,545

39

Notes to Financial Highlights (unaudited)

The following footnotes should be read in conjunction with the Financial Highlights of the Funds previously presented in this report.

^#  Rounds to less than $(0.01) per share or (0.01)%.

^##  Effective October 1, 2016, the Service Class of Yacktman Fund was renamed Class I, the Service Class and Institutional Class of Yacktman Focused Fund were renamed Class S and Class I, respectively, and the Service Class and Institutional Class of Yacktman Special Opportunities Fund were renamed Class I and Class Z, respectively.

^###  Effective February 27, 2017, Class S of Yacktman Focused Fund was renamed Class N.

^†  At the start of business June 29, 2012, the Yacktman Fund and Yacktman Focused Fund were re-organized into respective funds of the AMG Funds.

^*  Commencement of operations was on June 24, 2012.

^**  Commencement of operations was on January 30, 2017.

^***  Commencement of operations was on July 1, 2015.

^****  Commencement of operations was on June 30, 2014.

¹  Per share numbers have been calculated using average shares.

²  Total returns and net investment income would have been lower had certain expenses not been offset.

³  Excludes the impact of expense reimbursement, fee waiver and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.)

⁴  Includes non-routine extraordinary expenses amounting to 0.019% of average net assets.

⁵  Includes non-routine extraordinary expenses amounting to 0.005% of average net assets.

⁶  Includes non-routine extraordinary expenses amounting to 0.020% and 0.017% of average net assets for the Class N and Class I, respectively.

⁷  Includes non-routine extraordinary expenses amounting to 0.004% and 0.006% of average net assets for the Class N and Class I, respectively.

⁸  Not annualized.

⁹  Annualized.

¹⁰  Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.09 and $0.09 for AMG Yacktman Special Opportunities Fund’s Class I and Class Z, respectively.

¹¹  The Total Return is based on the Financial Statement Net Asset Values as shown in the Financial Highlights.

¹²  Includes a performance adjustment amounting to (0.31)% of average daily net assets. (See Note 2 of Notes to Financial Statements).

¹³  Includes a performance adjustment amounting to (0.02)% of average daily net assets. (See Note 2 of Notes to Financial Statements).

¹⁴  Includes a performance adjustment amounting to (0.42)% of average daily net assets. (See Note 2 of Notes to Financial Statements).

40

Notes to Financial Statements (unaudited)

June 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds (the “Trust”), is an open-end management investment company, organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Yacktman Fund (“Yacktman Fund”), AMG Yacktman Focused Fund (“Yacktman Focused”), AMG Yacktman Focused Fund—Security Selection Only (“Yacktman Focused Selection Only”) and AMG Yacktman Special Opportunities (“Yacktman Special Opportunities”), each a “Fund” and collectively the “Funds.”

Yacktman Focused Selection Only’s commencement of operations was on January 30, 2017.

Yacktman Fund has established three classes of shares: Investor Class, Service Class and Institutional Class, which, effective October 1, 2016 were renamed Class N, Class I and Class Z, respectively. Currently, Yacktman Fund offers only Class I shares. Yacktman Focused has established three classes of shares: Investor Class, Service Class and Institutional Class, which, effective October 1, 2016 were renamed Class N, Class S and Class I, respectively. Effective February 27, 2017, Class S was renamed Class N. Currently, Yacktman Focused offers Class N shares and Class I shares. Yacktman Focused Selection Only has established two classes of shares: Class N and Class I. Yacktman Special Opportunities has established three classes of shares: Investor Class, Service Class and Institutional Class, which, effective October 1, 2016, were renamed Class N, Class I and Class Z, respectively. Yacktman Special Opportunities currently offers Class I shares and Class Z shares. Each class represents an interest in the same assets of the respective Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

Yacktman Focused, Yacktman Focused Selection Only, and Yacktman Special Opportunities are non-diversified. A greater percentage of the Funds’ holdings may be focused in a smaller number of securities which may place the Funds at greater risk than a more diversified fund.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. VALUATION OF INVESTMENTS

Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are

valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in the over-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

Fixed income securities purchased with a remaining maturity exceeding 60 days are valued at the evaluated bid price or the mean price provided by an authorized pricing service or, if an evaluated price is not available, by reference to other securities which are considered comparable in credit rating, interest rate, due date and other features (generally referred to as “matrix pricing”) or other similar pricing methodologies. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between such securities and yield to maturity in determining value.

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third-party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and AMG Funds LLC (the “Investment Manager”) the Pricing Committee, which is comprised of representatives from the Investment Manager are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or

41

Notes to Financial Statements (continued)

relevant financial instruments, including derivative securities, traded on other markets or among dealers.

The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each individual price exceeds a pre-established confidence level.

U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk

associated with investing in those investments. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.

b. SECURITY TRANSACTIONS

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trust and other trusts within the AMG Funds family of mutual funds (collectively the “AMG Funds family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December, as described in the Funds’ prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are due to redesignation of dividends paid by the Funds. Temporary differences are due to wash sale loss deferrals.

e. FEDERAL TAXES

Each Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it

42

Notes to Financial Statements (continued)

invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2016, and all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of June 30, 2017, the Funds had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should

the Funds incur net capital losses for the year ending December 31, 2017, such amounts may be used to offset future realized capital gains for an unlimited time period.

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of these securities in accordance with the Funds’ policy on investment valuation. The Funds will deduct a 2.00% redemption fee from the proceeds of any redemption (including a redemption by exchange) of shares if the redemption occurs within 60 days of the purchase of those shares. For the six months ended June 30, 2017, Yacktman Fund and Yacktman Focused had redemption fees amounting to $54,828 and $52,088, respectively. These amounts are netted against the cost of shares repurchased in the Statements of Changes in Net Assets.

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016, the capital stock transactions by class for the Funds were as follows:

	Yacktman Fund												Yacktman Focused
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		—			—			—			—			6,351,381		$	133,134,611			19,051,312		$	391,663,441
Reinvestment of dividends and distributions		—			—			—			—			—			—			18,524,482			366,784,746
Cost of shares repurchased		—			—			—			—			(27,951,068	)		(586,439,234	)		(66,271,725	)		(1,362,455,866	)
Net decrease		—			—			—			—			(21,599,687	)	$	(453,304,623	)		(28,695,931	)	$	(604,007,679	)
Class I:
Proceeds from sale of shares		20,873,195		$	470,774,583			45,044,689		$	976,295,059			5,759,627		$	120,761,213			11,307,426		$	228,537,114
Reinvestment of dividends and distributions		—			—			29,074,070			626,836,953			—			—			3,913,673			77,373,312
Cost of shares repurchased		(52,558,513	)		(1,186,052,240	)		(103,628,124	)		(2,249,230,663	)		(8,559,189	)		(178,742,091	)		(28,201,506	)		(579,278,015	)
Capital Contribution		—			—			—			1,076			—			—			—			—
Net decrease		(31,685,318	)	$	(715,277,657	)		(29,509,365	)	$	(646,097,575	)		(2,799,562	)	$	(57,980,878	)		(12,980,407	)	$	(273,367,589	)

	Yacktman Focused Selection Only						Yacktman Special Opportunities
	2017						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		1,409		$	14,331			—			—			—			—
Reinvestment of dividends and distributions		—			—			—			—			—			—
Cost of shares repurchased		—			—			—			—			—			—
Net increase		1,409		$	14,331			—			—			—			—
Class I:
Proceeds from sale of shares		114,364		$	1,150,100			196,913		$	2,023,092			67,650		$	571,616
Reinvestment of dividends and distributions		—			—			—			—			2,196			20,378
Cost of shares repurchased		(10	)		(101	)		(12,765	)		(135,982	)		(5,803	)		(54,081	)
Net increase		114,354		$	1,149,999			184,148		$	1,887,110			64,043		$	537,913

43

Notes to Financial Statements (continued)

	Yacktman Focused Selection Only				Yacktman Special Opportunities
	2017				2017				2016
	Shares		Amount		Shares		Amount		Shares		Amount
Class Z:
Proceeds from sale of shares		—		—		13,985	$	145,012		4,246	$	40,039
Reinvestment of dividends and distributions		—		—		—		—		73,428		682 143
Cost of shares repurchased		—		—		—		—		—		—
Net increase		—		—		13,985	$	145,012		77,674	$	722,182

At June 30, 2017, certain unaffiliated shareholders of record, including omnibus accounts, individually or collectively held greater than 10% of the net assets of the Funds as follows: Yacktman Fund - three collectively own 58%; Yacktman Focused - two collectively own 54%; Yacktman Focused Selection Only - two collectively own 99%; Yacktman Special Opportunities - four collectively own 78%. Transactions by these shareholders may have a material impact on their respective Funds.

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Funds participate on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At June 30, 2017, the market value of Repurchase Agreements outstanding for Yacktman Fund, Yacktman Focused, Yacktman Focused Selection Only and Yacktman Special Opportunities were $17,701,770, $3,894,778, $9,714 and $164,186, respectively.

i. FOREIGN CURRENCY TRANSLATION

The books and records of the Funds are maintained in U.S. dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based on currency exchange rates prevailing on the respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holdings of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions; and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

The Funds do not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

j. FOREIGN SECURITIES

The Funds invest in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity.

Realized gains in certain countries may be subject to foreign taxes at the Fund level and would pay such foreign taxes at the appropriate rate for each jurisdiction.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by Yacktman Asset Management LP (“Yacktman”), who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in Yacktman.

44

Notes to Financial Statements (continued)

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. Effective October 1, 2016, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

Yacktman Fund on the first $500 million	0.52	%
on the next $500 million	0.47	%
on the balance over $1 billion	0.42	%
Yacktman Focused	0.87	%
Yacktman Focused Selection Only	0.87	%

Prior to October 1, 2016, the annual rate for the investment management fees was 0.65% on the first $500 million, 0.60% on the next $500 million and 0.55% on the balance over $1 billion for Yacktman Fund and 1.00% for Yacktman Focused, based on each Fund’s respective average daily net assets.

Yacktman Special Opportunities has a performance-based fee structure that consists of a base fee and a performance adjustment (“Performance Adjustment”). Effective October 1, 2016, the Fund pays a monthly base investment management fee to the Investment Manager at an annual rate of

1.37% of the Fund’s average daily net assets for the month. Prior to October 1, 2016, the annual rate for the monthly base investment management fee was 1.50%. This monthly fee was increased or reduced by the Performance Adjustment, based on the Fund’s performance relative to the MSCI ACWI All Cap Index over the then preceding twelve months. The Performance Adjustment Rate for the Fund may not exceed plus or minus 0.75%. For the six months ended June 30, 2017, the Performance Adjustment increased management fee by a net amount of $80,005, resulting in the Fund paying the Investment Manager at an effective rate of 1.68%.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (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 Yacktman Focused Class N to 1.25% of the Fund’s average daily net assets subject to later reimbursement by the Fund in certain circumstances.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) of Yacktman Focused Selection Only to 1.08% of the Fund’s average daily net assets subject to later reimbursement by the Fund in certain circumstances.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive investment management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of investment management fees, administrative fees,

shareholder servicing fees, taxes, interest (including interest incurred in connection with bank and custody overdrafts), distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses, dividends payable with respect to securities sold short, and extraordinary expenses) of Yacktman Special Opportunities to an annual rate of 0.12% of the Fund’s average daily net assets, subject to later reimbursement by the Fund in certain circumstances.

The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.

In general, for a period of up to 36 months, the Investment Manager may recover from Yacktman Focused, Yacktman Focused Selection Only, and Yacktman Special Opportunities, fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount. As of June 30, 2017, Yacktman Focused had no reimbursement available for repayment.

At June 30, 2017, the Funds’ expiration of recoupment are as follows:

Expiration Period	Yacktman Special Opportunities		Yacktman Focused Selection Only
Less than 1 year*	$	109,016		—
Within 2 years		81,594		—
Within 3 years		76,584	$	17,790
Total Amount Subject To Recoupment	$	267,194	$	17,790

* A portion of this represents the expiration amount through the year ending December 31, 2017 of $72,757 for Yacktman Special Opportunities.

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments the Funds may have made in JPMorgan U.S. Government Money Market Fund, Capital Shares. For the six months ended June 30, 2017, the investment management fee for Yacktman Fund and Yacktman Focused was reduced by $428,611 and $207,331, respectively.

The Trust, on behalf of the Funds, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund as further described in each Fund’s prospectus. Effective October 1, 2016, each Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net

45

Notes to Financial Statements (continued)

assets for this service. Prior to October 1, 2016, the Funds (except Yacktman Focused Selection Only) paid an administration fee under a similar contract at an annual rate of 0.03% of each Fund’s average net assets for the first $300 million of assets under management, 0.025% for the next $200 million and 0.02% on amounts in excess of $500 million.

The Funds are distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.

For Yacktman Fund Class I shares, Yacktman Focused Class N shares, Yacktman Focused Selection Only Class N shares and Yacktman Special Opportunities Class I shares, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to each financial intermediary such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. The Class N and Class I shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class’s average daily net assets as shown in the table below.

The impact on the annualized expense ratios for the six months ended June 30, 2017, were as follows:

Fund	Maximum Annual Amount Approved		Actual Amount Incurred
Yacktman Fund
Class I		0.20%		0.10%
Yacktman Focused
Class N		0.20%		0.19%
Yacktman Focused Selection Only
Class N		0.20%		0.00%
Yacktman Special Opportunities
Class I		0.10%		0.10%

The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds family. The Trustees of the Trust who are not affiliated with an Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary

purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended June 30, 2017, the following Funds either borrowed from or lent to other Funds in the AMG Funds family: Yacktman Fund lent varying amounts not exceeding $22,802,753 for three days earning interest of $1,304; Yacktman Focused lent varying amounts not exceeding $4,187,214 for nine days earning interest of $565; and Yacktman Special Opportunities lent varying amounts not exceeding $1,020,894 for six days earning interest of $145. The interest amount is included in the Statement of Operations as interest income. For the period ended June 30, 2017, Yacktman Focused Selection Only neither borrowed from nor lent to other funds in the AMG Funds family. At June 30, 2017, the Funds had no interfund loans outstanding.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended June 30, 2017, were as follows:

	Long-Term Securities
Fund	Purchases		Sales
Yacktman Fund	$	65,488,932	$	1,098,580,718
Yacktman Focused		34,431,862		674,907,037
Yacktman Focused - Selection Only		1,232,013		82,199
Yacktman Special Opportunities		6,186,479		5,848,986

The Funds had no purchases or sales of U.S. Government Obligations during the six months ended June 30, 2017.

4. PORTFOLIO SECURITIES LOANED

The Funds participate in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements. BNYM bears

46

Notes to Financial Statements (continued)

the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

At June 30, 2017, the value of the securities loaned and cash collateral received, were as follows.

Funds	Securities Loaned		Cash Collateral Received
Yacktman Fund	$	17,131,667	$	17,701,770
Yacktman Focused		3,802,840		3,894,778
Yacktman Focused Selection Only		9,568		9,714
Yacktman Special Opportunities		156,799		164,186

5. COMMITMENTS AND CONTINGENCIES

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the

normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.

6. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Funds do not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4.

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of June 30, 2017:

			Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments		Cash Collateral Received		Net Amount
Yacktman Fund
BNP Paribas S.A.	$	567,904	$	567,904		—		—
Cantor Fitzgerald Securities, Inc.		4,204,296		4,204,296		—		—
Daiwa Capital Markets America		4,204,296		4,204,296		—		—
HSBC Securities USA, Inc.		691,265		691,265		—		—
Jefferies LLC		339,518		339,518		—		—
Nomura Securities International, Inc.		3,490,191		3,490,191		—		—
State of Wisconsin Investment Board		4,204,300		4,204,300		—		—
Totals	$	17,701,770	$	17,701,770		—		—
Yacktman Focused
BNP Paribas S.A.	$	121,797	$	121,797		—		—
Cantor Fitzgerald Securities, Inc.		1,000,000		1,000,000		—		—
Daiwa Capital Markets America		1,000,000		1,000,000		—		—
HSBC Securities USA, Inc.		148,254		148,254		—		—
Jefferies LLC		72,816		72,816		—		—
Nomura Securities International, Inc.		551,911		551,911		—		—
State of Wisconsin Investment Board		1,000,000		1,000,000		—		—
Totals	$	3,894,778	$	3,894,778		—		—

47

Notes to Financial Statements (continued)

			Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments		Cash Collateral Received		Net Amount
Yacktman Focused Selection Only
Cantor Fitzgerald Securities, Inc.	$	8,961	$	8,961		—		—
HSBC Securities USA, Inc.		497		497		—		—
Jefferies LLC		256		256		—		—
Totals	$	9,714	$	9,714		—		—
Yacktman Special Opportunities
BNP Paribas S.A.	$	6,908	$	6,908		—		—
Citibank N.A.		144,739		144,739		—		—
HSBC Securities USA, Inc.		8,409		8,409		—		—
Jefferies LLC		4,130		4,130		—		—
Totals	$	164,186	$	164,186		—		—

7. REGULATORY UPDATES

On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X which sets forth the form and content of financial statements. Management has evaluated the implications of adopting these amendments and has determined there is no material impact on the financial statements and accompanying notes.

8. SUBSEQUENT EVENTS

The Funds have determined that no material events or transactions occurred through the issuance date of the Funds’ financial statements, which require an additional disclosure in or adjustment of the Funds’ financial statements.

48

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

AMG Yacktman Focused Fund, AMG Yacktman Fund and AMG Yacktman Special Opportunities Fund: Approval of Investment Management and Subadvisory Agreements on June 28-29, 2017.

At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for each of AMG Yacktman Focused Fund, AMG Yacktman Fund and AMG Yacktman Special Opportunities Fund (each, a “Fund,” and collectively, the “Funds”) and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 (collectively, the “Investment Management Agreement”) and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, with the Subadviser for each Fund (collectively, the “Subadvisory Agreement”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreement and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to the Funds, the Investment Manager and the Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (each, a “Peer Group”), performance information for relevant benchmark indices (each, a “Fund Benchmark”) and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadviser under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their

independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management and Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT AND QUALITY OF SERVICES.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreement and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the Investment Manager’s oversight of the performance by the Subadviser of its portfolio management duties; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to each Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect to each Fund; prepares and presents periodic reports to

the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trust in developing and reviewing information with respect to the initial approval of the Subadvisory Agreement and annual consideration of the Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to or replacements of the Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain a contractual expense limitation for AMG Yacktman Special Opportunities Fund and Class N shares of AMG Yacktman Focused Fund. The Trustees also considered the Investment Manager’s risk management processes.

49

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

The Trustees also reviewed information relating to the Subadviser’s financial condition, operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding the Subadviser’s organizational and management structure and the Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at the Subadviser with portfolio management responsibility for each Fund, including the information set forth in the Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by the Subadviser in the past; (b) the qualifications and experience of the Subadviser’s personnel; and (c) the Subadviser’s compliance program. The Trustees also took into account the financial condition of the Subadviser with respect to its ability to provide the services required under the Subadvisory Agreement. The Trustees also considered the Subadviser’s risk management processes.

PERFORMANCE.

As noted above, the Board considered each Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board was mindful of the Investment Manager’s attention to monitoring the Subadviser’s performance with respect to the Funds and its discussions with management

regarding the factors that contributed to the performance of the Funds.

With respect to AMG Yacktman Focused Fund, among other information relating to the Fund’s performance (including the predecessor fund’s performance for periods prior to its acquisition by the Trust on June 29, 2012), the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, above, below and above, respectively, the median performance for the Peer Group and below, below, below and above, respectively, the performance of the Fund Benchmark, the S&P 500 Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance. The Trustees also noted that Class N shares of the Fund ranked in the second quintile relative to its Peer Group for the 3-year period and in the top decile relative to its Peer Group for the 10-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

With respect to AMG Yacktman Fund, among other information relating to the Fund’s performance (including the predecessor fund’s performance for periods prior to its acquisition by the Trust on June 29, 2012), the Trustees noted that the Fund’s performance for Class I shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, at, below and above, respectively, the median performance for the Peer Group and below, below, below and above, respectively, the performance of the Fund Benchmark, the S&P 500 Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance. The Trustees also noted that Class I shares of the Fund ranked at the cusp of the top half relative to its Peer Group for the 3-year period and in the top decile relative to its Peer Group for the 10-year period. The Trustees concluded that the Fund’s

overall performance has been satisfactory.

With respect to AMG Yacktman Special Opportunities Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class Z shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year period ended March 31, 2017 and for the period from the Class Z shares’ inception on June 30, 2014 through March 31, 2017 was above the median performance for the Peer Group and above the performance of the Fund Benchmark, the MSCI ACWI All Cap Index. The Trustees took into account management’s discussion of the Fund’s performance, and noted that Class Z shares of the Fund ranked in the top decile relative to its Peer Group for the 1-year period and in the second quintile relative to its Peer Group since inception. The Trustees concluded that the Fund’s overall performance has been satisfactory.

ADVISORY AND SUBADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as Investment Manager and sponsor of the Funds and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees also noted any payments that were made from the Subadviser to

50

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

the Investment Manager, and any other payments made or to be made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset levels of the Funds, and the impact on profitability.

In considering the cost of services to be provided by the Investment Manager under the Investment Management Agreement and the profitability to the Investment Manager of its relationship with each Fund, the Trustees noted the undertaking by the Investment Manager to maintain a contractual expense limitation for AMG Yacktman Special Opportunities Fund and Class N shares of AMG Yacktman Focused Fund. The Board also took into account management’s discussion of the advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as each Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

In considering the reasonableness of the subadvisory fees payable by the Investment Manager to the Subadviser, the Trustees reviewed information regarding the cost to the Subadviser of providing subadvisory services to each Fund and the resulting profitability from the relationships. The Trustees noted that, because the Subadviser is an affiliate of the Investment Manager, a portion of the Subadviser’s revenues or profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the subadvisory fee structure, and the services the Subadviser provides in performing its functions

under the Subadvisory Agreement and the differences in, among other things, portfolio composition, cash holdings, security holdings, strategy, diversification and dispersion between the Funds. Based on the foregoing, the Trustees concluded that the profitability to the Subadviser is reasonable and that the Subadviser is not realizing material benefits from economies of scale that would warrant adjustments to the advisory and subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

With respect to AMG Yacktman Focused Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.25% for Class N shares. The Trustees also took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG Yacktman Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees concluded that, in light

of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG Yacktman Special Opportunities Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/ reimbursements) as of March 31, 2017 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.12%. The Trustees also took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

*        *        *         *

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management and Subadvisory Agreements: (a) the Investment Manager has demonstrated that it possesses the resources and capability to perform its duties under the Investment Management Agreement; (b) the Subadviser has the resources to perform its duties under the Subadvisory Agreement and is qualified to manage each Fund’s assets in accordance with its investment objectives and policies; and (c) the Investment Manager and Subadviser maintain appropriate compliance programs.

51

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and the Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 28-29, 2017, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management and the Subadvisory Agreements for each Fund.

52

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300

Greenwich, CT 06830

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300

Greenwich, CT 06830

(800) 835-3879

SUBADVISER

Yacktman Asset Management LP

6300 Bridgepoint Parkway

Building One, Suite 500

Austin, TX 78730

CUSTODIAN

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt A. Keilhacker

Steven J. Paggioli

Richard F. Powers III

Eric Rakowski

Victoria L. Sassine

Thomas R. Schneeweis

This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

Current net asset values per share for each Fund are available on the Funds’ website at www.amgfunds.com.

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. For information regarding each Funds’ proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC website at www.sec.gov.

Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.

www.amgfunds.com

AFFILIATE SUBADVISED FUNDS

BALANCED FUNDS

AMG Chicago Equity Partners Balanced

Chicago Equity Partners, LLC

AMG FQ Global Risk-Balanced

First Quadrant, L.P.

EQUITY FUNDS

AMG Chicago Equity Partners Small Cap Value

Chicago Equity Partners, LLC

AMG FQ Tax-Managed U.S. Equity

AMG FQ U.S. Equity

First Quadrant, L.P.

AMG Frontier Small Cap Growth

Frontier Capital Management Company, LLC

AMG GW&K Small Cap Core

AMG GW&K Small/Mid Cap Growth

AMG GW&K U.S. Small Cap Growth

GW&K Investment Management, LLC

AMG Renaissance International Equity

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

AMG River Road Dividend All Cap Value

AMG River Road Dividend All Cap Value II

AMG River Road Focused Absolute Value

AMG River Road Long-Short

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

AMG SouthernSun Small Cap

AMG SouthernSun Global Opportunities

AMG SouthernSun U.S. Equity

SouthernSun Asset Management, LLC

AMG Systematic Large Cap Value

AMG Systematic Mid Cap Value

Systematic Financial Management, L.P.

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

AMG Trilogy Emerging Markets Equity

AMG Trilogy Emerging Wealth Equity

Trilogy Global Advisors, L.P.

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Focused Fund - Security Selection Only

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

FIXED INCOME FUNDS

AMG GW&K Core Bond

AMG GW&K Enhanced Core Bond

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

OPEN-ARCHITECTURE FUNDS

ALTERNATIVE FUNDS

AMG Managers Lake Partners LASSO Alternative

Lake Partners, Inc.

BALANCED FUNDS

AMG Managers Montag & Caldwell Balanced

Montag & Caldwell, LLC

EQUITY FUNDS

AMG Managers Brandywine

AMG Managers Brandywine Advisors Mid Cap Growth

AMG Managers Brandywine Blue

Friess Associates, LLC

AMG Managers Cadence Emerging Companies

AMG Managers Cadence Mid Cap

Cadence Capital Management, LLC

AMG Managers CenterSquare Real Estate

CenterSquare Investment Management, Inc.

AMG Managers Emerging Opportunities

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

AMG Managers Essex Small/Micro Cap Growth

Essex Investment Management Co., LLC

AMG Managers Fairpointe Focused Equity

AMG Managers Fairpointe Mid Cap

Fairpointe Capital LLC

AMG Managers Guardian Capital Global Dividend

Guardian Capital LP

AMG Managers LMCG Small Cap Growth

LMCG Investments, LLC

AMG Managers Montag & Caldwell Growth

AMG Managers Montag & Caldwell Mid Cap Growth

Montag & Caldwell, LLC

AMG Managers Pictet International

Pictet Asset Management Limited

AMG Managers Silvercrest Small Cap

Silvercrest Asset Management Group LLC

AMG Managers Skyline Special Equities

Skyline Asset Management, L.P.

AMG Managers Special Equity

Ranger Investment Management, L.P. Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P. Federated MDTA LLC

AMG Managers Value Partners Asia Dividend

Value Partners Hong Kong Limited

FIXED INCOME FUNDS

AMG Managers Amundi Intermediate Government

AMG Managers Amundi Short Duration Government

Amundi Smith Breeden LLC

AMG Managers Doubleline Core Plus Bond

DoubleLine Capital LP

AMG Managers Global Income Opportunity

AMG Managers Loomis Sayles Bond

Loomis, Sayles & Co., L.P.

SAR071-0617 www.amgfunds.com

  SEMI-ANNUAL REPORT

AMG Funds

June 30, 2017

AMG TimesSquare Emerging Markets Small Cap Fund

Class N: TQENX    |    Class I: TQEIX    |    Class Z: TQEZX

www.amgfunds.com     SAR083-0617

AMG Funds

Semi-Annual Report—June 30, 2017 (unaudited)

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		3
FUND SNAPSHOT AND SCHEDULE OF PORTFOLIO INVESTMENTS
NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS		7
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		9
Balance sheet, net asset value (NAV) per share computations and cumulative undistributed amounts
Statement of Operations		11
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the period
Statement of Changes in Net Assets		12
Detail of changes in net assets for the past two periods
Financial Highlights		13
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes to Financial Statements		15
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Funds Family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses (unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

ACTUAL EXPENSES

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended June 30, 2017	Expense Ratio for the Period			Beginning Account Value 01/01/17		Ending Account Value 06/30/17		Expenses Paid During the Period*
AMG TimesSquare Emerging Markets Small Cap Fund
Class N**
Based on Actual Fund Return		1.50	%	$	1,000	$	1,050	$	5.22
Hypothetical (5% return before expenses)		1.50	%	$	1,000	$	1,017	$	7.50
Class I
Based on Actual Fund Return		1.25	%	$	1,000	$	1,144	$	6.65
Hypothetical (5% return before expenses)		1.25	%	$	1,000	$	1,019	$	6.26
Class Z
Based on Actual Fund Return		1.25	%	$	1,000	$	1,144	$	6.65
Hypothetical (5% return before expenses)		1.25	%	$	1,000	$	1,019	$	6.26

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365.

** Commenced operations on February 27, 2017, and as such, the expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (124), then divided by 365.

2

Fund Performance (unaudited)

Periods ended June 30, 2017

The table below shows the average annual total returns for the periods indicated for the AMG TimesSquare Emerging Markets Small Cap Fund, as well as the MSCI Emerging Markets Small Cap Index for the same time periods ended June 30, 2017.

Average Annual Total Retuns1	Six Months*			Since Inception			Inception Date
AMG TimesSquare Emerging Markets Small Cap Fund 2,3,4,5,6,7,8,9
Class N		—			5.03	%		02/24/17
Class I		14.43	%		15.00	%		12/14/16
Class Z		14.43	%		15.00	%		12/14/16
MSCI Emerging Markets Small Cap Index10		15.99	%		15.31	%		12/14/16	†

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Funds will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call (800) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

Distributed by AMG Distributors, Inc., member FINRA/SIPC.

^†  The date reflects the inception date of the Fund, not the index.

^*  Not annualized.

¹  Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Funds are net of expenses and based on the published NAV as of June 30, 2017. All returns are in U.S. dollars ($).

²  Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations.

³  The Fund is subject to the risks associated with investments in emerging markets, such as erratic earnings patterns, economic and political instability, changing exchange controls, limitations on repatriation of foreign capital and changes in local governmental attitudes toward private investment, possibly leading to nationalization or confiscation of investor assets. Such risks may be magnified for securities in frontier emerging markets. Such risks may be magnified for securities in frontier emerging markets

⁴  The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history and a reliance on one or a limited number of products.

⁵  The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar investment when converted back to U.S. Dollars.

⁶  Fund may invest in derivatives, such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

⁷  Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

⁸  The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits.

⁹  A short-term redemption fee of 2% will be charged on shares held for less than 60 days.

¹⁰ The MSCI Emerging Markets Small Cap Index includes small cap representation across 24 Emerging Markets countries. EM countries include: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Russia, Qatar, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The small cap segment tends to capture more local economic and sector characteristics relative to larger Emerging Markets capitalization segments. Unlike the Fund, the MSCI Emerging Markets Small Cap Index is unmanaged, is not available for investment and does not incur expenses. All MSCI data is provided ‘as is.’ The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates, or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein. Copying or redistributing the MSCI data is strictly prohibited.

Not FDIC insured, nor bank guaranteed. May lose value.

3

AMG TimesSquare Emerging Markets Small Cap Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN

Sector	AMG TimesSquare Emerging Markets Small Cap Fund*			MSCI Emerging Markets Small Cap Index
Financials		21.5	%		9.2	%
Information Technology		18.9	%		17.1	%
Consumer Discretionary		17.6	%		16.7	%
Industrials		9.7	%		15.1	%
Consumer Staples		9.6	%		6.7	%
Health Care		5.9	%		8.1	%
Materials		3.8	%		11.2	%
Real Estate		2.9	%		9.0	%
Exchange Traded Funds		2.7	%		0.0	%
Telecommunication Services		1.7	%		0.9	%
Energy		1.1	%		2.1	%
Utilities		0.0	%		3.9	%
Other Assets and Liabilities		4.6	%		0.0	%

* As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Chroma ATE, Inc.		2.3	%
Koh Young Technology, Inc.**		2.2
Dewan Housing Finance Corp., Ltd.		2.1
Bank Tabungan Negara Persero Tbk PT		2.1
Media Nusantara Citra Tbk PT**		2.1
AviChina Industry & Technology Co., Ltd.**		2.0
WONIK IPS CO., Ltd.		2.0
Mytilineos Holdings, S.A.		2.0
PAX Global Technology, Ltd.**		2.0
Banregio Grupo Financiero SAB de CV		1.8
Top Ten as a Group		20.6	%

** Top Ten Holdings as of December 31, 2016.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

4

AMG TimesSquare Emerging Markets Small Cap Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017

	Shares		Value
Common Stocks - 91.3%
Consumer Discretionary - 17.6%
China Maple Leaf Educational Systems, Ltd. (China)		78,000	$	63,721
CJ E&M Corp. (South Korea)		1,100		72,912
Eclat Textile Co., Ltd. (Taiwan)		6,400		77,867
Forus, S.A. (Chile)		16,000		56,159
Fourlis Holdings, S.A. (Greece)*		9,000		60,340
IMAX China Holding, Inc. (Hong Kong)* (a)		28,000		85,880
Innocean Worldwide, Inc. (South Korea)		1,200		66,976
Loen Entertainment, Inc. (South Korea)		1,300		99,305
Mando Corp. (South Korea)		300		67,564
Media Nusantara Citra Tbk PT (Indonesia)		880,000		121,315
Mr Price Group, Ltd. (South Africa)		6,300		75,107
Plan B Media PCL (Thailand)		260,000		43,582
Ser Educacional, S.A. (Brazil)(a)		11,500		83,345
Total Consumer Discretionary				974,073
Consumer Staples - 9.4%
Adecoagro, S.A. (Argentina)*		7,000		69,930
Alicorp SAA (Peru)		27,000		67,697
Cia Cervecerias Unidas, S.A. (Chile)		4,200		55,250
Grupo Lala SAB de CV (Mexico)1		42,000		76,994
Juhayna Food Industries (Egypt)*		130,000		56,032
Lenta, Ltd., GDR (Russia)*		11,000		63,910
Masan Group Corp. (Vietnam)		28,000		51,735
Puregold Price Club, Inc. (Philippines)		86,000		75,927
Total Consumer Staples				517,475
Energy - 1.1%
Motor Oil Hellas Corinth Refineries, S.A. (Greece)		2,700		58,772
Financials - 20.3%
Alior Bank, S.A. (Poland)*		5,000		83,293
Banca Transilvania, S.A. (Romania)*		90,000		60,546
Bank Tabungan Negara Persero Tbk PT (Indonesia)		580,000		113,290
Banregio Grupo Financiero SAB de CV (Mexico)		16,000		101,384
City Union Bank, Ltd. (India)		25,000		68,372
Dewan Housing Finance Corp., Ltd. (India)		17,000		114,949
Grupo Supervielle, S.A., Sponsored ADR (Argentina)		3,200		57,856
Intercorp Financial Services, Inc. (Peru)		2,200		74,800
Itau CorpBanca (Chile)		6,600,000		58,819
KRUK, S.A. (Poland)		1,000		83,095

	Shares		Value
Security Bank Corp. (Philippines)		21,000	$	90,303
Shriram Transport Finance Co., Ltd. (India)		3,500		54,074
Srisawad Power 1979 PCL (Thailand)		63,440		93,751
TBC Bank Group PLC (Greece)		3,100		63,956
Total Financials				1,118,488
Health Care - 5.9%
China Resources Phoenix Healthcare Holdings Co., Ltd. (China)		45,000		55,379
i-SENS, Inc. (South Korea)		3,000		72,073
Life Healthcare Group Holdings, Ltd. (South Africa)		34,896		68,360
Qualicorp, S.A. (Brazil)		8,500		74,021
Sihuan Pharmaceutical Holdings Group, Ltd. (China)		140,000		58,607
Total Health Care				328,440
Industrials - 9.7%
AirAsia BHD (Malaysia)		85,000		64,350
AKR Corporindo Tbk PT (Indonesia)		125,000		61,199
Ashok Leyland, Ltd. (India)		40,000		58,034
AviChina Industry & Technology Co., Ltd. (China)		190,000		111,448
DMCI Holdings, Inc. (Philippines)		260,000		72,652
Hanwha Techwin Co., Ltd. (South Korea)*		1,400		54,433
Mytilineos Holdings, S.A. (Greece)*		12,000		113,210
Total Industrials				535,326
Information Technology - 18.9%
Chicony Electronics Co., Ltd. (Taiwan)		25,000		63,330
Chroma ATE, Inc. (Taiwan)		39,000		125,636
Ennoconn Corp. (Taiwan)		8,000		101,278
Kingsoft Corp., Ltd. (China)		30,000		78,094
Koh Young Technology, Inc. (South Korea)		2,200		115,391
Linx, S.A. (Brazil)		10,400		54,623
PAX Global Technology, Ltd. (Hong Kong)		173,000		111,062
Sinbon Electronics Co., Ltd. (Taiwan)		39,000		92,059
Tongda Group Holdings, Ltd. (Hong Kong)		218,800		65,277
Vakrangee, Ltd. (India)		7,000		46,635
Viatron Technologies, Inc. (South Korea)		3,400		73,530
Weibo Corp., Sponsored ADR (China)*		60		3,988
WONIK IPS Co., Ltd. (South Korea)*		4,300		111,387
Total Information Technology				1,042,290
Materials - 3.8%
CEMEX Latam Holdings, S.A. (Colombia)*		16,000		61,323
Duratex, S.A. (Brazil)		27,000		66,096

The accompanying notes are an integral part of these financial statements.

5

AMG TimesSquare Emerging Markets Small Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Materials - 3.8% (continued)
Greatview Aseptic Packaging Co., Ltd. (China)		130,000	$	81,087
Total Materials				208,506
Real Estate - 2.9%
BR Properties, S.A. (Brazil)		15,000		40,795
Grivalia Properties REIC AE, REIT (Greece)		5,300		55,389
The Phoenix Mills, Ltd. (India)		9,000		62,716
Total Real Estate				158,900
Telecommunication Services - 1.7%
Telecom Argentina, S.A., Sponsored ADR (Argentina)		2,100		53,214
Thaicom PCL (Thailand)		90,000		42,629
Total Telecommunication Services				95,843
Total Common Stocks (cost $4,578,507)				5,038,113
Preferred Stocks - 1.2%
Financials - 1.2%
Banco Davivienda, S.A., Preference		6,000		65,917
Total Preferred Stocks (cost $59,687)				65,917
Exchange Traded Funds - 2.7%
iShares MSCI India ETF (United States)		2,500		80,250
WisdomTree India Earnings Fund ETF (United States)1		2,800		68,628
Total Exchange Traded Funds (cost $123,549)				148,878
Warrants - 0.2%
Consumer Staples - 0.2%
Masan Group Corp., (Netherlands) (cost $14,082)		7,000		12,880

	Principal Amount		Value
Short-Term Investments - 6.4%
Repurchase Agreements - 1.0%2
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $52,102 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $53,139)	$	52,097	$	52,097
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.120% total to be received $2,892 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $2,950)		2,892		2,892
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.210% total to be received $1,487 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $1,517)		1,487		1,487
Total Repurchase Agreements				56,476
	Shares
Other Investment Companies - 5.4%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%3		298,152		298,152
Total Short-Term Investments (cost $354,628)				354,628
Total Investments - 101.8% (cost $5,130,453)				5,620,416
Other Assets, less Liabilities - (1.8)%				(100,520	)
Net Assets - 100.0%			$	5,519,896

The accompanying notes are an integral part of these financial statements.

6

Notes to Schedule of Portfolio Investments (unaudited)

The following footnotes should be read in conjunction with the Schedule of Portfolio Investments previously presented in this report.

Based on the approximate cost of investments of $5,134,266 for federal income tax purposes at June 30,2017, the aggregate gross unrealized appreciation and depreciation were $624,093 and $137,943, respectively, resulting in net unrealized appreciation of investments of $486,150.

* Non-income producing security.

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2017, the value of these securities amounted to $169,225, or 3.1% of net assets.

¹  Some or all of these securities, amounting to a market value of $55,131, or 1.0% of net assets, were out on loan to various brokers.

²  Collateral received from brokers for securities lending was invested in these joint repurchase agreements.

³  Yield shown represents the June 30, 2017, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

Country	AMG TimesSquare Emerging Markets Small Cap Fund†			MSCI Emerging Markets Small Cap Index
Argentina		3.4	%		0.0	%
Brazil		6.1	%		4.5	%
Chile		3.2	%		1.1	%
China		8.6	%		20.4	%
Colombia		2.4	%		0.4	%
Czech Republic		0.0	%		0.1	%
Egypt		1.1	%		0.4	%
Greece		6.7	%		0.8	%
Hong Kong		5.0	%		0.0	%
Hungary		0.0	%		0.1	%
India		7.7	%		13.9	%
Indonesia		5.6	%		2.4	%
Malaysia		1.2	%		3.3	%
Mexico		3.4	%		3.1	%
Netherlands		0.3	%		0.0	%
Pakistan		0.0	%		1.0	%

Country	AMG TimesSquare Emerging Markets Small Cap Fund†			MSCI Emerging Markets Small Cap Index
Peru		2.7	%		0.1	%
Philippines		4.5	%		1.1	%
Poland		3.2	%		1.2	%
Qatar		0.0	%		0.5	%
Romania		1.1	%		0.0	%
Russia		1.2	%		0.6	%
South Africa		2.7	%		5.2	%
South Korea		13.9	%		16.4	%
Taiwan		8.8	%		17.9	%
Thailand		3.4	%		3.7	%
Turkey		0.0	%		1.2	%
United Arab Emirates		0.0	%		0.6	%
United States		2.8	%		0.0	%
Vietnam		1.0	%		0.0	%
		100.0	%		100.0	%

† As a percentage of total long-term investments as of June 30, 2017.

The accompanying notes are an integral part of these financial statements.

7

Notes to Schedule of Portfolio Investments (continued)

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of June 30,2017: (See Note 1(a) in the Notes to Financial Statements.)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG TimesSquare Emerging Markets Small Cap Fund
Investments in Securities
Common Stocks
Financials	$	417,361	$	701,127		—	$	1,118,488
Information Technology		58,611		983,679		—		1,042,290
Consumer Discretionary		299,149		674,924		—		974,073
Industrials		247,061		288,265		—		535,326
Consumer Staples		517,475		—		—		517,475
Health Care		74,021		254,419		—		328,440
Materials		127,419		81,087		—		208,506
Real Estate		96,184		62,716		—		158,900
Telecommunication Services		53,214		42,629		—		95,843
Energy		—		58,772		—		58,772
Preferred Stocks
Financials		65,917		—		—		65,917
Exchange Traded Funds		148,878		—		—		148,878
Warrants		—		12,880		—		12,880
Short-Term Investments
Repurchase Agreements		—		56,476		—		56,476
Other Investment Companies		298,152		—		—		298,152
Total Investments in Securities	$	2,403,442	$	3,216,974		—	$	5,620,416

As of June 30, 2017, the Fund had transfers between Level 1 and Level 2 as follows:.

	Transfer into Level 11		Transfer out of Level 11			Transfer into Level 21		Transfer out of Level 21
Assets:
Common Stocks	$	200,012	$	(94,921	)	$	94,921	$	(200,012	)

¹  An external pricing service is used to reflect any significant market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets. (See Note 1(a) in the Notes to Financial Statements.)

INVESTMENT DEFINITIONS AND ABBREVIATIONS:

ADR:ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank. The value of the ADR securities is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADRs are initiated by the underlying foreign company.

GDR: GDR after the name of a holding stands for Global Depositary Receipt, representing ownership of foreign securities on deposit with a non-U.S. bank. The value of the GDR securities is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored GDRs are initiated by the underlying foreign company.

ETF: Exchange Traded Fund

REIT: Real Estate Investment Trust

The accompanying notes are an integral part of these financial statements.

8

Statement of Assets and Liabilities (unaudited)

June 30, 2017

	AMG TimesSquare Emerging Markets Small Cap Fund
Assets:
Investments at value* (including securities on loan valued at $55,131)	$	5,620,416
Foreign currency**		130,341
Dividends, interest and other receivables		15,763
Prepaid offering costs		38,598
Receivable from affiliate		17,101
Prepaid expenses and other		16,134
Total assets		5,838,353
Liabilities:
Due to Custodian		40,048
Payable for investments purchased		105,139
Payable upon return of securities loaned		56,476
Payable to affiliate		73,540
Payable for foreign capital gains tax		1,106
Accrued expenses:
Investment advisory and management fees		4,357
Administrative fees		688
Distribution fees - Class N		3
Professional fees		16,607
Trustees fees and expenses		184
Other		20,309
Total liabilities		318,457
Net Assets	$	5,519,896
*     Investments at cost	$	5,130,453
**   Foreign currency at cost	$	130,874

The accompanying notes are an integral part of these financial statements.

9

Statement of Assets and Liabilities (continued)

	AMG TimesSquare Emerging Markets Small Cap Fund
Net Assets Represent:
Paid-in capital	$	4,806,554
Accumulated net investment income		26,042
Accumulated net realized gain from investments		198,081
Net unrealized appreciation of investments and foreign currency translations		489,219
Net Assets	$	5,519,896
Class N:
Net Assets	$	14,946
Shares outstanding		1,301
Net asset value, offering and redemption price per share	$	11.49
Class I:
Net Assets	$	11,498
Shares outstanding		1,000
Net asset value, offering and redemption price per share	$	11.50
Class Z:
Net Assets	$	5,493,452
Shares outstanding		477,833
Net asset value, offering and redemption price per share	$	11.50

The accompanying notes are an integral part of these financial statements.

10

Statement of Operations (unaudited)

For the six months ended June 30, 2017

	AMG TimesSquare Emerging Markets Small Cap Fund
Investment Income:
Dividend income	$	63,976
Securities lending income		105
Foreign withholding tax		(5,111	)
Total investment income		58,970
Expenses:
Investment advisory and management fees		24,769
Administrative fees		3,911
Distribution fees - Class N		10
Amortization of offering costs		42,216
Custodian fees		17,852
Professional fees		13,196
Registration fees		9,918
Reports to shareholders		557
Transfer agent fees		436
Trustees fees and expenses		268
Miscellaneous		656
Total expenses before offsets		113,789
Expense reimbursements		(81,188	)
Net expenses		32,601
Net investment income		26,369
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		204,095
Net realized loss on foreign currency transactions		(6,014	)
Net change in unrealized appreciation (depreciation) of investments		454,880
Net change in unrealized appreciation (depreciation) of foreign currency translations		(729	)
Net realized and unrealized gain		652,232
Net increase in net assets resulting from operations	$	678,601

The accompanying notes are an integral part of these financial statements.

11

Statement of Changes in Net Assets

For the six months ended June 30, 2017 (unaudited) and period ended December 31, 2016

	AMG TimesSquare Emerging Markets Small Cap Fund
	2017		2016*
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income	$	26,369	$	2,057
Net realized gain (loss) on investments and foreign currency transactions		198,081		(2,698	)
Net change in unrealized appreciation (depreciation) of investments and foreign currency translations		454,151		35,068
Net increase in net assets resulting from operations		678,601		34,427
Capital Share Transactions:1
Net increase from capital share transactions		593,990		4,212,878
Total increase in net assets		1,272,591		4,247,305
Net Assets:
Beginning of period		4,247,305		—
End of period	$	5,519,896	$	4,247,305
End of period accumulated net investment income (loss)	$	26,042	$	(327	)

^*  Commencement of operations was on December 15, 2016.

¹ See Note 1(g) of the Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements.

12

AMG TimesSquare Emerging Markets Small Cap Fund

Financial Highlights

For a share outstanding throughout each period

				For the Period ended June 30, 2017
Class N				(unaudited)*
Net Asset Value, Beginning of Period				$	10.94
Income from Investment Operations:
Net investment income1,2					0.04
Net realized and unrealized gain on investments					0.51
Total income from investment operations					0.55
Net Asset Value, End of Period				$	11.49
Total Return2					5.03	%4
Ratio of net expenses to average net assets					1.50	%5
Ratio of gross expenses to average net assets3					4.61	%5
Ratio of net investment income to average net assets2					0.76	%5
Portfolio turnover					29	%4
Net assets at end of period (000’s omitted)				$	15
	For the six months ended June 30, 2017			For the period ended December 31, 2016**
Class I	(unaudited)
Net Asset Value, Beginning of Period	$	10.05		$	10.00
Income from Investment Operations:
Net investment income1,2		0.06			0.01
Net realized and unrealized gain on investments		1.39			0.04
Total income from investment operations		1.45			0.05
Net Asset Value, End of Period	$	11.50		$	10.05
Total Return2		14.43	%4		0.50	%4
Ratio of net expenses to average net assets		1.25	%5		1.34	%5,7
Ratio of gross expenses to average net assets3		4.36	%5		7.09	%5,6,7
Ratio of net investment income to average net assets2		1.01	%5		1.27	%5,7
Portfolio turnover		29	%4		0	%4
Net assets at end of period (000’s omitted)	$	12		$	10

13

AMG TimesSquare Emerging Markets Small Cap Fund

Financial Highlights

For a share outstanding throughout each period

	For the six months ended June 30, 2017			For the period ended December 31, 2016**
Class Z	(unaudited)
Net Asset Value, Beginning of Period	$	10.05		$	10.00
Income from Investment Operations:
Net investment income1,2		0.06			0.01
Net realized and unrealized gain on investments		1.39			0.04
Total income from investment operations		1.45			0.05
Net Asset Value, End of Period	$	11.50		$	10.05
Total Return2		14.43	%4		0.50	%4
Ratio of net expenses to average net assets		1.25	%5		1.34	%5,7
Ratio of gross expenses to average net assets3		4.36	%5		7.09	%5,6,7
Ratio of net investment income to average net assets2		1.01	%5		1.27	%5,7
Portfolio turnover		29	%4		0	%4
Net assets at end of period (000’s omitted)	$	5,493		$	4,237

Notes to Financial Highlights

^*  Commencement of operations was on February 27, 2017.

^** Commencement of operations was on December 15, 2016.

¹  Per share numbers have been calculated using average shares.

²  Total returns and net investment income would have been lower had certain expenses not been offset.

³  Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Notes 1(c) and 2 in the Notes to Financial Statements.)

⁴  Not annualized.

⁵  Annualized.

⁶  Ratio does not reflect the annualization of audit, excise tax and organization expenses.

⁷  Includes excise tax expense amounting to 0.09%.

14

Notes to Financial Statements (unaudited)

June 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds (the “Trust”) is an open-end management investment company, organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report is AMG TimesSquare Emerging Markets Small Cap Fund (the “Fund”). The Fund’s commencement of operations was on December 15, 2016.

The Fund offers three classes of shares: Class N, which commenced operations on February 27, 2017, Class I and Class Z. Each class represents an interest in the same assets of the Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

a. VALUATION OF INVESTMENTS

Equity securities including Exchange Traded Funds traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in the over-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.

The Fund’s portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third-party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of

certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from the AMG Funds LLC (“Investment Manager”) are the committees appointed by the Board to make fair value determinations. The Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each individual price exceeds a pre-established confidence level.

U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

15

Notes to Financial Statements (continued)

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)

Level 3 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.

b. SECURITY TRANSACTIONS

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date, and if after the fact, as soon as the Fund becomes aware of the ex-dividend date, except for Korean securities where dividends are recorded on confirmation date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Upon notification from issuers, distributions received from a real estate investment trust (“REIT”) may be redesignated as a reduction of cost of investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to the Fund are apportioned among the funds in the Trust and other trusts within the AMG Funds family of mutual funds (collectively the “AMG Funds family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized gains and losses, the common expenses of the Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in

December, as described in the Fund’s prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are due to expenses disallowed for tax purposes and gains/losses on foreign currency. Temporary differences are due to gains/losses on foreign currency and mark-to-market of passive foreign investment companies.

e. FEDERAL TAXES

The Fund expects to qualify as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

Additionally, based on the Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Fund’s tax positions and has concluded that no provision for federal income tax is required in the Fund’s financial statements. Additionally, management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of June 30, 2017, the Fund had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Fund incur net capital losses for the year ending December 31, 2017, such amounts may be used to offset future realized capital gains, for an unlimited time period.

16

Notes to Financial Statements (continued)

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for the Fund the issuance of an unlimited number of shares of beneficial interest, without par value. The Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Fund in connection with the issuance of shares is

based on the valuation of those securities in accordance with the Fund’s policy on investment valuation. The Fund will deduct a 2.00% redemption fee from the proceeds of any redemption (including a redemption by exchange) of shares if the redemption occurs within 60 days of the purchase of those shares. For the six months ended June 30, 2017, the Fund received no redemption fees.

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016, the capital stock transactions by class were as follows:

	TimesSquare Emerging Markets Small Cap
	2017				2016
	Shares		Amount		Shares			Amount
Class N:
Proceeds from sale of shares		1,301	$	14,490		—			—
Reinvestment of dividends		—		—		—			—
Cost of shares repurchased		—		—		—			—
Net increase		1,301	$	14,490		—			—
Class I:
Proceeds from sale of shares		—		—		1,000		$	10,000
Reinvestment of dividends		—		—		—			—
Cost of shares repurchased		—		—		—			—
Net increase		—		—		1,000		$	10,000
Class Z:
Proceeds from sale of shares		56,228	$	579,500		421,615		$	4,202,977
Reinvestment of dividends		—		—		—			0
Cost of shares repurchased		—		—		(10	)		(99	)
Net increase		56,228	$	579,500		421,605		$	4,202,878

At June 30, 2017, certain unaffiliated shareholders of record, including omnibus accounts, individually or collectively held greater than 10% of the net assets of the Fund as follows: four own 91%. Transactions by these shareholders may have a material impact on the Fund.

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Funds participate on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At June 30, 2017, the market value of Repurchase Agreements outstanding was $56,476.

i. FOREIGN CURRENCY TRANSLATION

The books and records of the Fund are maintained in U.S. dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based on currency exchange rates prevailing on the respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holding of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

The Fund does not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

17

Notes to Financial Statements (continued)

j. FOREIGN SECURITIES

The Fund invests in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity. A Fund’s investments in emerging market countries are exposed to additional risks. A Fund’s performance will be influenced by political, social and economic factors affecting companies in emerging market countries. Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries.

Realized gains in certain countries may be subject to foreign taxes at the Fund level and would pay such foreign taxes at the appropriate rate for each jurisdiction.

k. ORGANIZATIONAL AND OFFERING COSTS

The Investment Manager incurred and directly paid organizational and offering costs on behalf of the Fund in the amount of $89,627, which will be repaid by the Fund for the full amount thereof. Organizational costs in the amount of $5,265 were expensed in the fiscal period ended December 31, 2016. Offering costs of $84,362 were deferred and are being amortized on the straight-line method over a period of one year from the commencement of operations. The amount of organizational and offering costs owed by the Fund to the Investment Manager is reflected as a Payable to affiliate on the Statement of Assets and Liabilities.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

The Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration and operations. The Investment Manager selects one or more subadvisers for the Fund (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. The investment portfolio is managed by TimesSquare Capital Management, LLC (“TimesSquare”) who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in TimesSquare.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the six months ended June 30, 2017, the Fund paid an investment management fee at the annual rate of 0.95% of the average daily net assets of the Fund.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse Fund expenses in order to limit total annual fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of the Fund to 1.25% of the Fund’s average daily net assets subject to later reimbursement by the Fund in certain circumstances. The contractual expense

limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.

In general, for a period of up to 36 months, the Investment Manager may recover from the Fund, fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount.

At June 30, 2017, the Fund’s expiration of recoupment is as follows:

Expiration Period
Within 3 years	$	110,480

The Trust, on behalf of the Fund, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to the Fund as further described in the Fund’s prospectus. The Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service.

The Fund is distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for the Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of the Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and advertising or sales literature.

The Trust, on behalf of the Fund, has adopted a distribution and service plan (the “Plan”) with respect to the Class N shares of the Fund in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset based sales charges. Pursuant to the Plan, the Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of Class N of the Fund’s shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributors up to 0.25% annually of the Fund’s average daily net assets attributable to Class N. The Plan further provides for periodic payments by the Fund or the Distributor to brokers, dealers and other financial intermediaries for providing shareholder services and for promotional and other sales related costs. The portion of payments made under the plan by Class N shares for shareholder servicing may not exceed an annual rate of 0.25% of the average daily net asset value of the Fund’s shares of that class owned by clients of such broker, dealer or financial intermediary.

18

Notes to Financial Statements (continued)

For the Class N and Class I shares, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to each financial intermediary, such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. There are no shareholder servicing fees authorized for Class Z. The Class N and Class I shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of the Class’s average daily net asset value as shown in the table below.

The impact on the annualized expense ratios for the six months ended June 30, 2017, were as follows:

Fund	Maximum Annual Amount Approved			Actual Amount Incurred
TimesSquare Emerging Markets Small Cap
Class N		0.15	%		0.00	%
Class I		0.15	%		0.00	%

The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds family. The Trustees of the Trust who are not affiliated with an Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Securities and Exchange Commission (the “SEC”) has granted an exemptive order that permits the Fund to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended June 30, 2017, the Fund did not borrow from nor lend to any other fund in the AMG Funds family. At June 30, 2017, the Fund had no interfund loans outstanding.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended June 30, 2017, were $2,076,447 and $1,455,851, respectively. The Fund had no purchases or sales of U.S. Government Obligations during the six months ended June 30, 2017.

4. PORTFOLIO SECURITIES LOANED

The Fund participates in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the Program, and the Fund, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102% (105)% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Fund is indemnified for such losses by BNYM. Cash collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

At June 30, 2017, the value of securities on loan and cash collateral was $55,131 and $56,476, respectively.

5. COMMITMENTS AND CONTINGENCIES

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund had no prior claims or losses and expects the risks of loss to be remote.

6. MASTER NETTING AGREEMENTS

The Fund may enter into master netting agreements with their counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Fund does not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4.

19

Notes to Financial Statements (continued)

The following table is a summary of the Fund’s open Repurchase Agreements that are subject to a master netting agreement as of June 30, 2017:

			Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments		Cash Collateral Received		Net Amount
TimesSquare Emerging Markets Small Cap
Cantor Fitzgerald Securities, Inc.	$	52,097	$	52,097		—		—
HSBC Securities USA, Inc.		2,892		2,892		—		—
Jefferies LLC		1,487		1,487		—		—
Totals	$	56,476	$	56,476		—		—

7. REGULATORY UPDATES

On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X which sets forth the form and content of financial statements. Management has evaluated the implications of adopting these amendments and has determined there is no material impact on the financial statements and accompanying notes.

8. SUBSEQUENT EVENTS

The Funds have determined that no material events or transactions occurred through the issuance date of the Fund’s financial statements, which require an additional disclosure in or adjustment of the Fund’s financial statements.

20

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

SUBADVISER

TimesSquare Capital Management, LLC

7 Times Square

42nd Floor

New York, NY 10036

CUSTODIAN

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt A. Keilhacker

Steven J. Paggioli

Richard F. Powers III

Eric Rakowski

Victoria L. Sassine

Thomas R. Schneeweis

This report is prepared for the Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

Current net asset values per share for the Fund are available on the Funds’ website at www.amgfunds.com.

A description of the policies and procedures the Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.

www.amgfunds.com    |

AFFILIATE SUBADVISED FUNDS

BALANCED FUNDS

AMG Chicago Equity Partners Balanced

Chicago Equity Partners, LLC

AMG FQ Global Risk-Balanced

First Quadrant, L.P.

EQUITY FUNDS

AMG Chicago Equity Partners Small Cap Value

Chicago Equity Partners, LLC

AMG FQ Tax-Managed U.S. Equity

AMG FQ U.S. Equity

First Quadrant, L.P.

AMG Frontier Small Cap Growth

Frontier Capital Management Company, LLC

AMG GW&K Small Cap Core

AMG GW&K Small/Mid Cap Growth

AMG GW&K U.S. Small Cap Growth

GW&K Investment Management, LLC

AMG Renaissance International Equity

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

AMG River Road Dividend All Cap Value

AMG River Road Dividend All Cap Value II

AMG River Road Focused Absolute Value

AMG River Road Long-Short

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

AMG SouthernSun Small Cap

AMG SouthernSun Global Opportunities

AMG SouthernSun U.S. Equity

SouthernSun Asset Management, LLC

AMG Systematic Large Cap Value

AMG Systematic Mid Cap Value

Systematic Financial Management, L.P.

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

AMG Trilogy Emerging Markets Equity

AMG Trilogy Emerging Wealth Equity

Trilogy Global Advisors, L.P.

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Focused Fund - Security Selection Only

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

FIXED INCOME FUNDS

AMG GW&K Core Bond

AMG GW&K Enhanced Core Bond

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

OPEN-ARCHITECTURE FUNDS

ALTERNATIVE FUNDS

AMG Managers Lake Partners LASSO Alternative

Lake Partners, Inc.

BALANCED FUNDS

AMG Managers Montag & Caldwell Balanced

Montag & Caldwell, LLC

EQUITY FUNDS

AMG Managers Brandywine

AMG Managers Brandywine Advisors Mid Cap Growth

AMG Managers Brandywine Blue

Friess Associates, LLC

AMG Managers Cadence Emerging Companies

AMG Managers Cadence Mid Cap

Cadence Capital Management, LLC

AMG Managers CenterSquare Real Estate

CenterSquare Investment Management, Inc.

AMG Managers Emerging Opportunities

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

AMG Managers Essex Small/Micro Cap Growth

Essex Investment Management Co., LLC

AMG Managers Fairpointe Focused Equity

AMG Managers Fairpointe Mid Cap

Fairpointe Capital LLC

AMG Managers Guardian Capital Global Dividend

Guardian Capital LP

AMG Managers LMCG Small Cap Growth

LMCG Investments, LLC

AMG Managers Montag & Caldwell Growth

AMG Managers Montag & Caldwell Mid Cap Growth

Montag & Caldwell, LLC

AMG Managers Pictet International

Pictet Asset Management Limited

AMG Managers Silvercrest Small Cap

Silvercrest Asset Management Group LLC

AMG Managers Skyline Special Equities

Skyline Asset Management, L.P.

AMG Managers Special Equity

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

AMG Managers Value Partners Asia Dividend

Value Partners Hong Kong Limited

FIXED INCOME FUNDS

AMG Managers Amundi Intermediate Government

AMG Managers Amundi Short Duration Government

Amundi Smith Breeden LLC

AMG Managers Doubleline Core Plus Bond

DoubleLine Capital LP

AMG Managers Global Income Opportunity

AMG Managers Loomis Sayles Bond

Loomis, Sayles & Co., L.P.

SAR083-0617 |    www.amgfunds.com

Item 2. CODE OF ETHICS

Not applicable for the semi-annual shareholder report.

Item 3. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for the semi-annual shareholder report.

Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for the semi-annual shareholder report.

Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

Item 6. SCHEDULE OF INVESTMENTS

The schedule of investments in unaffiliated issuers as of the close of the reporting period is included as part of the shareholder report contained in Item 1 hereof.

Item 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS

Not applicable.

Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 11. CONTROLS AND PROCEDURES

(a) The registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes in the registrant’s internal control over financial reporting during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Item 12. EXHIBITS

(a)(1)	Not applicable.
(a)(2)	Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 – Filed herewith.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 – Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMG FUNDS

By:	/s/ Jeffrey T. Cerutti
	Jeffrey T. Cerutti, Principal Executive Officer

Date: September 6, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Jeffrey T. Cerutti
	Jeffrey T. Cerutti, Principal Executive Officer

Date: September 6, 2017

By:	/s/ Donald S. Rumery
	Donald S. Rumery, Principal Financial Officer

Date: September 6, 2017

EX-99.CERT

CERTIFICATION FILED AS EXHIBIT 12(a)(2) TO FORM N-CSR

I, Jeffrey T. Cerutti, certify that:

1. I have reviewed this report on Form N-CSR of AMG Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 6, 2017

/s/ Jeffrey T. Cerutti

Jeffrey T. Cerutti

Principal Executive Officer

CERTIFICATION FILED AS EXHIBIT 12(a)(2) TO FORM N-CSR

I, Donald S. Rumery, certify that:

1. I have reviewed this report on Form N-CSR of AMG Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 6, 2017

/s/ Donald S. Rumery

Donald S. Rumery

Principal Financial Officer

EX-99.906CERT

CERTIFICATION FILED AS EXHIBIT 12(B) TO FORM N-CSR

Name of Issuer: AMG FUNDS: AMG CHICAGO EQUITY PARTNERS SMALL CAP VALUE FUND, AMG GW&K MUNICIPAL ENHANCED YIELD FUND, AMG GW&K MUNICIPAL BOND FUND, AMG GW&K SMALL CAP CORE FUND, AMG GW&K SMALL/MID CAP FUND, AMG RENAISSANCE LARGE CAP GROWTH FUND, AMG RENAISSANCE INTERNATIONAL EQUITY FUND, AMG TIMESSQUARE EMERGING MARKETS SMALL CAP FUND, AMG TIMESSQUARE SMALL CAP GROWTH FUND, AMG TIMESSQUARE MID CAP GROWTH FUND, AMG TIMESSQUARE INTERNATIONAL SMALL CAP FUND, AMG MANAGERS SKYLINE SPECIAL EQUITIES FUND, AMG YACKTMAN FUND, AMG YACKTMAN SPECIAL OPPORTUNITIES FUND, AMG YACKTMAN FOCUSED FUND AND AMG YACKTMAN FOCUSED FUND – SECURITIES SELECTION ONLY

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Dated: September 6, 2017	/s/ Jeffrey T. Cerutti
	Jeffrey T. Cerutti
	Principal Executive Officer

CERTIFICATION FILED AS EXHIBIT 12(B) TO FORM N-CSR

Name of Issuer: AMG FUNDS: AMG CHICAGO EQUITY PARTNERS SMALL CAP VALUE FUND, AMG GW&K MUNICIPAL ENHANCED YIELD FUND, AMG GW&K MUNICIPAL BOND FUND, AMG GW&K SMALL CAP CORE FUND, AMG GW&K SMALL/MID CAP FUND, AMG RENAISSANCE LARGE CAP GROWTH FUND, AMG RENAISSANCE INTERNATIONAL EQUITY FUND, AMG TIMESSQUARE EMERGING MARKETS SMALL CAP FUND, AMG TIMESSQUARE SMALL CAP GROWTH FUND, AMG TIMESSQUARE MID CAP GROWTH FUND, AMG TIMESSQUARE INTERNATIONAL SMALL CAP FUND, AMG MANAGERS SKYLINE SPECIAL EQUITIES FUND, AMG YACKTMAN FUND, AMG YACKTMAN SPECIAL OPPORTUNITIES FUND, AMG YACKTMAN FOCUSED FUND AND AMG YACKTMAN FOCUSED FUND – SECURITIES SELECTION ONLY

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Dated: September 6, 2017	/s/ Donald S. Rumery
	Donald S. Rumery
	Principal Financial Officer