N-CSR 1 d110526dncsr.htm AMG FUNDS IV AMG Funds IV
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08004

 

 

AMG Funds IV

(Exact name of registrant as specified in charter)

 

 

680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901

(Address of principal executive offices) (Zip code)

 

 

AMG Funds LLC

680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901

(Name and address of agent for service)

 

 

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

Date of fiscal year end: October 31

Date of reporting period: November 1, 2022 - October 31, 2023

(Annual Shareholder Report)

 

 

 


Table of Contents

Item 1. Reports to Stockholders.


Table of Contents
LOGO        ANNUAL REPORT

 

        

 

 

   

AMG Funds

 

October 31, 2023

 

 
   

LOGO

 

 
   

AMG GW&K Core Bond ESG Fund

 

                

   

 

Class N: MBGVX

 

     

 

Class I: MBDFX

 

      

 

    Class Z: MBDLX

 

 
   

AMG GW&K Emerging Markets Equity Fund

 

   

 

Class N: TLEVX

 

     

 

Class I: TLESX

 

      

 

    Class Z: TLEIX

 

 
   

AMG GW&K Emerging Wealth Equity Fund

 

   

 

Class N: TYWVX

 

     

 

Class I: TYWSX

 

      

 

    Class Z: TYWIX

 

 
   

AMG GW&K Small/Mid Cap Growth Fund

 

   

 

Class N: ACWDX

 

     

 

Class I: ACWIX

 

      

 

    Class Z: ACWZX

 

            
            
            

 

 

 

 

 

 

 
wealth.amg.com                                                         103123                 AR069


Table of Contents


Table of Contents
    

    

AMG Funds

Annual Report — October 31, 2023

 

     

 

 
           
     TABLE OF CONTENTS    PAGE  
   

 

 
 
   

LETTER TO SHAREHOLDERS

     2  
 
   

ABOUT YOUR FUND’S EXPENSES

     3  
 
    PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS   
 
   

AMG GW&K Core Bond ESG Fund

     4  
 
   

AMG GW&K Emerging Markets Equity Fund

     12  
 
   

AMG GW&K Emerging Wealth Equity Fund

     19  
 
   

AMG GW&K Small/Mid Cap Growth Fund

     25  
 
   

FINANCIAL STATEMENTS

  
 
   

Statement of Assets and Liabilities

     32  
 
   

Balance sheets, net asset value (NAV) per share computations
and cumulative distributable earnings (loss)

  
 
   

Statement of Operations

     34  
 
   

Detail of sources of income, expenses, and realized and
unrealized gains (losses) during the fiscal year

  
 
   

Statements of Changes in Net Assets

     35  
 
   

Detail of changes in assets for the past two fiscal years

  
 
   

Financial Highlights

     37  
 
   

Historical net asset values per share, distributions, total returns, income
and expense ratios, turnover ratios and net assets

  
 
   

Notes to Financial Statements

     49  
 
   

Accounting and distribution policies, details of agreements and
transactions with Fund management and affiliates, and descriptions of
certain investment risks

  
 
   

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     58  
 
   

OTHER INFORMATION

     59  
 
   

TRUSTEES AND OFFICERS

     61  
 
    ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS      64  
   

    

  

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 Funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

 

 

 


Table of Contents
LOGO  

Letter to Shareholders

    

        

Dear Shareholder:

We are pleased to provide this annual report for your investment with AMG Funds. Our foremost goal is to provide investment solutions that help our shareholders successfully achieve their long-term investment goals. We appreciate the privilege of providing you with investment tools.

The most recent fiscal year ended October 31, 2023, resulted in mixed returns for risk assets as global equity markets wrestled with tighter monetary policy, increased geopolitical tension, instability in the regional banking sector, and political handwringing over the U.S. debt ceiling. Bonds struggled to move higher as global central banks raised interest rates to cool the economy and bring down inflation. Relative to the prior year, 2023 brought a more favorable environment based on the optimism that easing inflation would allow the U.S. Federal Reserve (the “Fed”) to pause the interest rate hiking cycle and deliver an economic soft landing.

The S&P 500® Index gained 10.14% for the fiscal year, despite experiencing a pullback in the final three months of the period. Large-cap stocks diverged meaningfully from small-cap stocks, particularly driven by a handful of mega-cap technology and consumer discretionary stocks. The Russell 1000® Index gained 9.48% compared to the -8.56% return for the Russell 2000® Index. Only five of eleven sectors posted positive returns, with communications services (+36.06%), information technology (+33.15%), and consumer discretionary (+8.87%) leading the way. The weakest sectors were utilities (-7.72%), real estate (-6.57%), and health care (-4.64%). The strength in information technology drove Growth stocks to strongly outperform Value stocks with the Russell 1000® Growth Index gaining 18.95% compared to a 0.13% return for the Russell 1000® Value Index. Outside the U.S., foreign equity markets outperformed domestic equities, delivering a 12.07% return, as measured by the MSCI All Country World Index (ACWI) ex USA benchmark.

The Bloomberg U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, managed to generate a modest 0.36% return over the period as the Fed raised interest rates and the 10-year Treasury yield reached its highest point since 2008, resulting in longer-duration bonds underperforming. Investment-grade corporate bonds gained 2.77% for the year, while agency mortgage-backed securities fell -0.82%. High yield bonds were the best performing sector with a 6.23% return as measured by the return of the Bloomberg U.S. Corporate High Yield Bond Index. Municipal bonds outperformed the broader market with a 2.64% gain for the Bloomberg Municipal Bond Index.

AMG Funds provides access to a distinctive array of actively managed return-oriented investment strategies. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit. For more information about AMG Funds’ wide range of products and resources, please visit wealth.amg.com. We thank you for your investment and continued trust in AMG Funds.

 

Respectfully,

 

LOGO
Keitha Kinne
President
AMG Funds

 

            Periods ended      
Average Annual Total Returns   October 31, 2023*  
Stocks:        1 Year     3 Years     5 Years  

Large Cap

  (S&P 500® Index)     10.14     10.36     11.01

Small Cap

  (Russell 2000® Index)     (8.56 )%      3.95     3.31

International

  (MSCI ACWI ex USA)     12.07     3.03     3.46

Bonds:

                           

Investment Grade

  (Bloomberg U.S. Aggregate Bond Index)     0.36     (5.57 )%      (0.06 )% 

High Yield

  (Bloomberg U.S. Corporate High Yield Bond Index)     6.23     1.19     3.05

Tax-exempt

  (Bloomberg Municipal Bond Index)     2.64     (2.48 )%      1.00

Treasury Bills

  (ICE BofAML U.S. 6-Month Treasury Bill Index)     4.88     1.83     1.90

*Source: FactSet. Past performance is no guarantee of future results.

 

 

 

2


Table of Contents
    

 

    

    

About Your Fund’s Expenses

 

   

    

 

     

 

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 section of the following table provides information about the actual account values and

    

actual expenses. You may use the information in this section, 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 section under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

The second section 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 section 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

  October 31, 2023

  Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/23
  Ending
Account
Value
10/31/23
  Expenses
Paid
During
the Period*

AMG GW&K Core Bond ESG Fund

Based on Actual Fund Return

Class N

  0.88%   $1,000      $930   $4.28

Class I

  0.56%   $1,000      $933   $2.73

Class Z

  0.48%   $1,000      $932   $2.34

Based on Hypothetical 5% Annual Return

Class N

  0.88%   $1,000   $1,021   $4.48

Class I

  0.56%   $1,000   $1,022   $2.85

Class Z

  0.48%   $1,000   $1,023   $2.45
       

AMG GW&K Emerging Markets Equity Fund

Based on Actual Fund Return

Class N

  1.27%   $1,000      $932   $6.18

Class I

  0.96%   $1,000      $932   $4.68

Class Z

  0.87%   $1,000      $934   $4.24

Based on Hypothetical 5% Annual Return

Class N

  1.27%   $1,000   $1,019   $6.46

Class I

  0.96%   $1,000   $1,020   $4.89

Class Z

  0.87%   $1,000   $1,021   $4.43
       

AMG GW&K Emerging Wealth Equity Fund

Based on Actual Fund Return

Class N

  1.30%   $1,000      $874   $6.14

Class I

  0.99%   $1,000      $875   $4.68

Class Z

  0.90%   $1,000      $875   $4.25

Based on Hypothetical 5% Annual Return

Class N

  1.30%   $1,000   $1,019   $6.61

Class I

  0.99%   $1,000   $1,020   $5.04

Class Z

  0.90%   $1,000   $1,021   $4.58

  Six Months Ended

  October 31, 2023

  Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/23
  Ending
Account
Value
10/31/23
  Expenses
Paid
During
the Period*

AMG GW&K Small/Mid Cap Growth Fund

Based on Actual Fund Return

Class N

  1.02%   $1,000      $968   $5.06

Class I

  0.87%   $1,000      $969   $4.32

Class Z

  0.82%   $1,000      $970   $4.07

Based on Hypothetical 5% Annual Return

Class N

  1.02%   $1,000   $1,020   $5.19

Class I

  0.87%   $1,000   $1,021   $4.43

Class Z

  0.82%   $1,000   $1,021   $4.18

 

  *

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 (184), then divided by 365.

 

 

 

3


Table of Contents
    

 

    

AMG GW&K Core Bond ESG Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

THE YEAR IN REVIEW

 

For the 12 months ended October 31, 2023, AMG GW&K Core Bond ESG Fund’s (the “Fund”) Class I shares returned 0.30%, compared to the return of 0.36% for the Bloomberg U.S. Aggregate Bond Index.

 

MARKET OVERVIEW

 

Fixed income markets rose in the fourth quarter of 2022 amid growing confidence that central banks succeeded in slowing inflation and would be able to pursue less restrictive policy. This modest rally nevertheless ended up being too little, too late to help the bond market avoid its worst annual performance on record and an unprecedented second consecutive year of losses. Sentiment among both investors and consumers may have reached an inflection point, but data continued to justify some measure of caution: inflation was still stubbornly above the U.S. Federal Reserve (the “Fed”) target, the labor market showed few signs of loosening, and corporations had yet to see a meaningful deterioration in earnings. Only the rate-sensitive housing market really stood out as a casualty of the Fed’s tightening campaign to this point. Whether the end of the cycle is imminent remained an open question, especially as investors awaited the realization of the “long and variable lag” that had yet to be fully reflected across so many segments of the economy.

 

Fixed income experienced a solid rally in the first quarter of 2023 as it rebounded from its worst year on record. Much of the period saw a continuation of the tension that drove trading in 2022: inflation continued to slow, but at a glacial pace; a moribund housing market and downbeat consumer had yet to manifest as a slowdown in spending; and a record pace of rate hikes was unable to cool a stubbornly hot labor market. Investors also struggled to anticipate the Fed’s reaction function amid the various crosscurrents, while Chair Powell’s commentary offered few concrete insights beyond a firm resolve and data dependence. But the narrative shifted abruptly in the final weeks, as signs of systemic instability flared up amid a flurry of bank failures. The implications of this turmoil for financial conditions were not evident at the time, but the stress in the banking sector was clearly a complicating factor for both the Fed and the bond market.

      

The fixed income market posted a small loss in the second quarter of 2023 as it gave back a portion of the banking crisis-inspired rally that occurred in the closing days of March. Sentiment was cautious at the outset and investors sought haven assets on the possibility of contagion in the financial sector. But as it became clear that fallout from the failure of several regional lenders was likely to be contained, attention returned to the underlying strength of the economy and the stubborn persistence of inflation. The labor market gave only the slightest indications of softening, the buoyant housing sector continued to defy higher mortgage rates, and consumer spending once again proved irrepressible. Inflation showed limited progress on its path lower, plateauing at a level solidly above the Fed’s 2% target. Against this backdrop, the Federal Open Market Committee (FOMC) endeavored to maintain restrictive financial conditions by raising rates and providing hawkish guidance. There had nevertheless been scant evidence of the Fed’s success in curbing aggregate demand away from some narrow segments of the commercial real estate and consumer finance markets.

 

The fixed income market posted a significant loss in the third quarter of 2023 that more than offset the gains achieved in the first half of the year. The higher-for-longer Fed narrative increasingly took center stage, driven by a surprisingly resilient economy, surging oil prices, and inflation that persisted well above the Fed’s 2% target. While there were subtle signs that the labor market and consumer credit metrics might be softening, the unemployment rate remained near cycle lows and the consumer continued to spend robustly. The undeniably strong cadence of the economy left economists upgrading their third-quarter Gross Domestic Product (GDP) growth estimates and recharging optimism for a soft landing. Fed officials held rates steady at the September FOMC meeting, but thwarted hopes for a pivot by signaling the possibility of one more hike during the year and projecting less easing in 2024/2025.

 

Markets assimilated a great deal in October—the news out of the Middle East, rising rates, and third quarter earnings. The spike in yields drove the bond market to its sixth consecutive month of negative returns. The economy remained stronger than expected, inflation stayed above the Fed’s target, the government sold a hefty amount of bonds into the market to fund large deficits, and the central bank’s

 

 

      

theme of higher for longer remained in place. By mid-month yields had advanced to multi-year highs, with the 10-year’s 5% handle the most elevated since 2007. Rates staged a rally during the back half of the month, however.

 

FUND REVIEW

 

The Fund modestly underperformed the Bloomberg U.S. Aggregate Bond Index for the year ended October 31, 2023. The Fund’s overweight to spread product was the main positive driver, particularly our overweight to Corporates. The overweight to Taxable Municipals also contributed along with sector allocation within BBB-rated Corporates, particularly the underweights to the banking and energy sectors. The out-of-benchmark allocation to Preferreds was a beneficial factor. The Fund’s overweight to Agency MBS detracted but was entirely offset by our higher coupon and specified pool bias which were pluses. Security selection was a detractor, mostly from within the BBB-rated communications, consumer non-cyclical, and consumer cyclical sectors. Duration and yield curve positioning were contributors, mostly from our modest overweight to duration and overweight to the 10-year part of the curve.

 

 

The corporate bond market remains in a transition period with respect to environmental, social, and governance (ESG) and sustainability. Many companies have set sustainability targets and are now shifting into the implementation phase, at times supported by public funds and incentives. However, higher inflation and increased regulatory costs of reporting have kept progress slow. Still, despite a sometimes-downbeat portrayal in media, investors continue to show a strong interest in ESG and sustainability, with fund flows and ESG bond issuance remaining roughly steady from last year. 2024 promises to be another important year for global ESG topics with many important regions poised for elections that could have a meaningful impact on the direction of ESG initiatives globally. Overall, we believe ESG and sustainability concerns will remain key issues for both companies and investors in the coming year. We continue to integrate ESG as a core part of our fundamental investment process and will closely monitor regulatory and policy actions that could influence the ESG investing landscape.

 

 

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AMG GW&K Core Bond ESG Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

We conducted the following trades based on ESG factors over the period:

 

•  We purchased a Comcast green bond; focus on renewable energy projects, energy efficiency improvements to offices and operations and clean transportation.

 

•  We bought a Jacobs Engineering sustainability bond; gender diversity and greenhouse gas emissions targets in place with coupon steps if both are not met.

 

•  We added an Eastman Chemical green bond; proceeds used to refinance current and future green projects determined by the Green Finance Committee (the bond was subsequently sold in October).

 

•  We purchased an Air Products & Chemicals green bond; proceeds to fund large scale green and blue hydrogen and sustainable aviation fuel projects to support energy transition.

 

•  We bought an auto asset-backed green bond; finances hybrid autos.

 

•  We added Campbell Soup: strong credit with well-established brands and leading market share; leads peers in sustainable agricultural practices, specifically water conservation efforts.

      

OUTLOOK

 

We witnessed a mind-numbing period where the market’s expectations for multiple interest rate cuts this year were in complete opposition to the Fed’s well telegraphed guidance for rate hikes. But inflation is the Fed’s predominant concern. The higher-for-longer message drove 10-year yields to within striking distance of 5% and the bond market toward a potential third straight annual loss.

 

It is uncertain whether this higher level of yields represents the new normal or a rate move gone too far. While the economy continues to exhibit surprising strength, formidable headwinds lie ahead, including tighter credit conditions, dwindling excess consumer savings, slowing global growth, and rising energy prices. These economic challenges could shift the narrative from an economy that is impervious to rapid rate hikes to one that is susceptible to below-trend growth next year. The torrid rise in rates to multi-year highs makes the value proposition for bonds more compelling. These higher levels of yields can provide a significant cushion should rates continue to rise and are often a good indicator of forward returns. We continue to favor higher quality intermediate-duration bonds. Locking in these maturities diminishes reinvestment risk while still offering the potential for significant

      

price appreciation when the Fed finally signals a pivot. We remain underweight the long end of the yield curve, which is most vulnerable to losses in this higher-for-longer regime.

 

We are overweight corporates but cautiously positioned in higher quality investment grade issuers. Strong fundamentals and higher yields continue to anchor the sector, driving inflows. However, spreads appear fully valued and may face heightened volatility as issuers confront higher borrowing costs and an elevated number of upcoming maturities. This stress could be compounded by the prospect of slower economic growth and potentially lead to de-risking and an uptick in defaults. We are finding value in blue chip companies and stay particularly selective in the consumer space, especially as post-pandemic savings dwindle. We continue to be overweight Agency MBS, which is far less cyclically exposed and offers the widest spread differential relative to investment grade corporate bonds since 2003.

 

The views expressed represent the opinions of GW&K Investment Management, LLC as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

             
             

 

 

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AMG GW&K Core Bond ESG Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG GW&K Core Bond ESG Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the AMG GW&K Core Bond ESG Fund’s Class I shares on October 31, 2013, to a $10,000 investment made in the Bloomberg U.S. Aggregate Bond Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

 

LOGO

The table below shows the average annual total returns for the AMG GW&K Core Bond ESG Fund and the Bloomberg U.S. Aggregate Bond Index for the same time periods ended October 31, 2023.

 

  Average Annual Total Returns1   One
Year
    Five
Years
    Ten
Years
    Since
Inception
    Inception
Date
 

AMG GW&K Core Bond ESG Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16

 

 

Class N

    (0.15%)       (0.69%)             (0.25%)       05/08/15  

Class I

    0.30%       (0.34%)       0.55%       4.63%       04/30/93  

Class Z

    0.25%       (0.29%)             0.15%       05/08/15  

Bloomberg U.S. Aggregate Bond Index17

    0.36%       (0.06%)       0.88%       4.21%        04/30/93  

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 800.548.4539 or visit our website at wealth.amg.com for a free prospectus. Read it carefully before investing or sending money.

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

 

 

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 Fund are net of expenses and based on the published NAV as of October 31, 2023. All returns are in U.S. Dollars($).

 

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

 

3  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

4  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmark or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

5  The value of a debt security changes in response to various factors, including, for example, market-related factors, such as changes in interest rates or changes in the actual or perceived ability of an issuer to meet its obligations. Investments in debt securities are subject to, among other risks, credit risk, interest rate risk, extension risk, prepayment risk and liquidity risk.

 

6  Because applying the Fund’s ESG investment criteria may result in the selection or exclusion of securities of certain issuers for reasons other than financial performance, the Fund’s investment returns may underperform funds that do not incorporate ESG factors into their investment process. The incorporation of ESG criteria into the investment process may affect the Fund’s investment exposure to certain companies, sectors, regions, countries or types of investments, which could negatively impact the Fund’s performance depending on whether such investments are in or out of favor. Applying ESG criteria to investment decisions is qualitative and subjective by nature, and there is no guarantee that the criteria utilized by the Subadviser or any judgment exercised by the Subadviser will improve the financial performance of the Fund or reflect the beliefs or values of any particular investor. ESG standards differ by region and industry, and a company’s ESG practices or the Subadviser’s assessment of a company’s ESG practices may change over time.

 

7  Fixed coupon payments (cash flows) of bonds and debt securities may become less competitive with

 

 

 

 

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Table of Contents
    

 

    

AMG GW&K Core Bond ESG Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

the market in periods of rising interest rates and cause bond prices to decline.

 

8  The issuer of bonds or other debt securities may be unable or unwilling, or may be perceived as unable or unwilling, to make timely interest or principal payments or otherwise honor its obligations.

 

9  Investments in asset-backed and mortgage-backed securities involve risk of severe credit downgrades, loss due to prepayments that occur earlier or later than expected, illiquidity and default.

 

10 During periods of rising interest rates, a debtor may pay back a bond or other fixed income security slower than expected or required, and the value of such security may fall.

 

11 Inflation risk is the risk that the value of assets or income from investments will be worth less in the future. Inflation rates may change frequently and drastically as a result of various factors and the Fund’s investments may not keep pace with inflation, which may result in losses to Fund investors or adversely affect the real value of shareholders’ investments in the Fund. Recently, inflation levels have been at their highest point in nearly 40 years, and the U.S. Federal Reserve has begun an aggressive campaign to raise certain benchmark interest rates in an effort to combat inflation. As such, fixed income securities markets may experience heightened levels of interest rate volatility and liquidity risk. Deflation risk is the risk that the prices throughout the economy decline

      

    over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio.

 

12 Factors unique to the municipal bond market may negatively affect the value of municipal bonds.

 

13 A debtor may exercise its right to pay back a bond or other debt security earlier than expected or required during periods of decreasing interest rates.

 

14 The Fund may have difficulty reinvesting payments from debtors and may receive lower rates than from its original investments.

 

15 Obligations issued by some U.S. Government agencies, authorities, instrumentalities, or sponsored enterprises such as Government National Mortgage Association (“GNMA”) are backed by the full faith and credit of the U.S. Government, while obligations issued by others, such as Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), and Federal Home Loan Banks (“FHLBs”), are not backed by the full faith and credit of the U.S. Government and are backed solely by the entity’s own resources or by the ability of the entity to borrow from the U.S. Treasury. If one of these agencies defaults on a loan, there is no guarantee that the U.S. Government will provide financial support.

 

      

16 The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

17 The Bloomberg 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 U.S. Aggregate Bond Index is unmanaged, is not available for investment and does not incur expenses.

 

“Bloomberg®” and any Bloomberg index described herein are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”), the administrator of the index (collectively, “Bloomberg”) and have been licensed for use for certain purposes by AMG Funds LLC. Bloomberg is not affiliated with AMG Funds LLC, and Bloomberg does not approve, endorse, review, or recommend the fund described herein. Bloomberg does not guarantee the timeliness, accurateness, or completeness of any data or information relating to such fund.

 

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

 

 

             

 

 

7


Table of Contents
    

 

AMG GW&K Core Bond ESG Fund

Fund Snapshots (unaudited)

 

    

October 31, 2023

 

   

    

 

     

 

PORTFOLIO BREAKDOWN

 

    Category    % of
  Net Assets  
 

U.S. Government and Agency Obligations

     50.9         
 

Corporate Bonds and Notes

     36.6         
 

Municipal Bonds

     8.3         
 

Asset-Backed Securities

     0.7         
 

Short-Term Investments

     4.4         
 

Other Assets, less Liabilities

     (0.9)        

 

    Rating    % of Market Value1
 

U.S. Government and Agency Obligations

     52.7          
 

Aaa/AAA

     4.8          
 

Aa/AA

     10.0          
 

A

     13.9          
 

Baa/BBB

     18.6          

 

1 

Includes market value of long-term fixed-income securities only.

TOP TEN HOLDINGS

 

    Security Name    % of
Net Assets
 
 

U.S. Treasury Bonds, 2.250%, 05/15/41

     3.8        
 

U.S. Treasury Bonds, 3.500%, 02/15/39

     2.6        
 

FHLMC, 3.500%, 10/01/45

     2.4        
 

Verizon Communications, Inc., 3.875%, 02/08/29

     2.2        
 

California State General Obligation, School Improvements, Build America Bonds, 7.550%, 04/01/39

     2.2        
 

FNMA, 3.500%, 02/01/47

     2.1        
 

FHLMC, 5.500%, 06/01/53

     2.0        
 

Freddie Mac Multifamily Structured Pass Through Certificates, Series K134, Class A2, 2.243%, 10/25/31

     2.0        
 

FHLMC, 3.000%, 11/01/49

     2.0        
 

The Goldman Sachs Group, Inc. , 3.500%, 11/16/26

     1.9        
    

 

 

 
 

Top Ten as a Group

         23.2        
  

 

 

 
 

 

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- or higher. Below investment grade ratings are credit ratings of BB+ or lower. Investments designated N/R are not rated by any of the rating agencies. 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.

 

 

8


Table of Contents
    

 

AMG GW&K Core Bond ESG Fund

Schedule of Portfolio Investments 

 

    

October 31, 2023 

 

   

    

 

     

 

     Principal
Amount
    Value  

Corporate Bonds and Notes - 36.6%

 

 

Financials - 16.3%

   

AerCap Ireland Capital DAC/AerCap Global Aviation Trust (Ireland) 1.650%, 10/29/24

    $1,650,000       $1,573,352  

Aircastle, Ltd. (Bermuda)
4.250%, 06/15/26

    1,562,000       1,464,749  

American Tower Corp.
3.600%, 01/15/28

    1,680,000       1,510,241  

Bank of America Corp.

   

MTN, (4.330% to 03/15/49 then 3 month SOFR + 1.782%), 4.330%, 03/15/501,2

    1,300,000       954,409  

Series X, (6.250% to 09/05/24 then 3 month SOFR + 3.967%), 6.250%, 09/05/241,2,3

    265,000       260,450  

The Bank of New York Mellon Corp.
MTN, 2.450%, 08/17/26

    937,000       860,177  

Series G, (4.700% to 09/20/25 then U.S. Treasury Yield Curve CMT 5 year + 4.358%), 4.700%, 09/20/251,2,3

    795,000       752,444  

Citigroup, Inc.

   

(3.980% to 03/20/29 then 3 month SOFR + 1.600%), 3.980%, 03/20/301,2

    1,677,000       1,483,674  

Crown Castle, Inc.
4.000%, 03/01/27

    1,800,000       1,676,359  

The Goldman Sachs Group, Inc.
3.500%, 11/16/26

    2,526,000       2,342,637  

JPMorgan Chase & Co.

   

(1.470% to 09/22/26 then SOFR + 0.765%), 1.470%, 09/22/271,2

    1,877,000       1,635,121  

Series X, (6.100% to 10/01/24 then 3 month SOFR + 3.592%), 6.100%, 10/01/241,2,3

    275,000       271,253  

MetLife, Inc.

   

Series G, (3.850% to 09/15/25 then U.S. Treasury Yield Curve CMT 5 year + 3.576%), 3.850%, 09/15/251,2,3

    1,409,000       1,281,060  

Morgan Stanley

   

(4.431% to 01/23/29 then 3 month SOFR + 1.890%), 4.431%, 01/23/301,2

    1,624,000       1,478,691  

The PNC Financial Services Group, Inc.

   

(5.068% to 01/24/33 then SOFR + 1.933%), 5.068%, 01/24/341,2

    1,426,000       1,254,799  

Wells Fargo & Co.

   

MTN, (5.013% to 04/04/50 then 3 month SOFR + 4.502%), 5.013%, 04/04/511,2

    1,411,000       1,119,009  

Total Financials

      19,918,425  

Industrials - 18.8%

   

Air Products and Chemicals, Inc.
4.800%, 03/03/334

    1,030,000       963,295  

Alcoa Nederland Holding, B.V. (Netherlands)
4.125%, 03/31/295

    1,275,000       1,110,439  

Ashtead Capital, Inc.
1.500%, 08/12/265

    1,786,000       1,569,632  
            
     Principal
Amount
    Value  

AT&T, Inc.
4.300%, 02/15/30

    $700,000       $627,770  

Broadcom, Inc.
4.150%, 11/15/30

    717,000       624,108  

Campbell Soup Co.
2.375%, 04/24/30

    1,578,000       1,250,949  

Comcast Corp.
4.650%, 02/15/334

    1,115,000       1,009,014  

CommonSpirit Health
3.347%, 10/01/29

    1,737,000       1,490,627  

Dell International LLC/EMC Corp.
6.200%, 07/15/30

    1,512,000       1,498,790  

The Ford Foundation
Series 2020, 2.415%, 06/01/50

    2,207,000       1,205,644  

Jacobs Engineering Group, Inc.
5.900%, 03/01/33

    1,291,000       1,195,703  

Kraft Heinz Foods Co.
3.875%, 05/15/27

    1,518,000       1,423,067  

Merck & Co., Inc.
1.900%, 12/10/28

    1,547,000       1,308,931  

Microsoft Corp.
2.525%, 06/01/50

    2,090,000       1,196,361  

Parker-Hannifin Corp.
3.250%, 06/14/29

    1,573,000       1,381,994  

Smith & Nephew PLC (United Kingdom)
2.032%, 10/14/30

    1,010,000       759,815  

Sysco Corp.
2.400%, 02/15/30

    2,209,000       1,778,735  

Verizon Communications, Inc.
3.875%, 02/08/29

    2,953,000       2,680,979  

Total Industrials

      23,075,853  

Utilities - 1.5%

   

National Rural Utilities Cooperative Finance Corp.
1.350%, 03/15/31

    1,749,000       1,252,057  

Northern States Power Co.
2.900%, 03/01/50

    1,000,000       575,124  

Total Utilities

      1,827,181  

Total Corporate Bonds and Notes

    (Cost $52,648,806)

      44,821,459  

Asset-Backed Securities - 0.7%

 

 

American Express Credit Account Master Trust
Series 2022-4, Class A
4.950%, 10/15/27

    630,000       621,924  

Toyota Auto Receivables Owner Trust
Series 2021-B, Class A4
0.530%, 10/15/26

    297,000       276,139  

Total Asset-Backed Securities

    (Cost $900,471)

      898,063  
            
 

 

 

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

9


Table of Contents
    

 

    

AMG GW&K Core Bond ESG Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

     

 

      Principal
Amount
     Value  

Municipal Bonds - 8.3%

 

  

California Health Facilities Financing Authority 4.190%, 06/01/37

     $775,000        $654,842  

California State General Obligation, School Improvements, Build America Bonds 7.550%, 04/01/39

     2,310,000        2,635,916  

Commonwealth of Massachusetts, Series B 4.110%, 07/15/31

     783,520        752,492  

JobsOhio Beverage System, Series B Build America Bonds, 4.532%, 01/01/35

     1,705,000        1,565,873  

Los Angeles Unified School District, School Improvements, Build America Bonds 5.750%, 07/01/34

     1,775,000        1,758,448  

Massachusetts School Building Authority, Series B, 1.753%, 08/15/30

     2,017,000        1,631,725  

University of California, University & College Improvements, Series BD 3.349%, 07/01/29

     1,310,000        1,171,861  

Total Municipal Bonds

    (Cost $12,086,738)

        10,171,157  
U.S. Government and Agency Obligations - 50.9%

 

  

Fannie Mae - 22.9%

     

FNMA

     

2.000%, 02/01/36

     776,450        665,616  

3.000%, 06/01/38 to 12/01/50

     1,376,082        1,212,041  

3.500%, 03/01/30 to 07/01/50

     10,903,631        9,549,900  

4.000%, 03/01/44 to 01/01/51

     7,634,324        6,741,196  

4.500%, 04/01/39 to 08/01/52

     7,875,335        7,249,100  

5.000%, 07/01/47 to 02/01/49

     1,806,468        1,722,524  

5.500%, 11/01/52

     949,082        908,911  

Total Fannie Mae

        28,049,288  

Freddie Mac - 14.8%

     

FHLMC

     

2.500%, 10/01/34

     2,353,969        2,099,127  

3.000%, 11/01/49 to 03/01/50

     3,943,676        3,221,923  

3.500%, 10/01/45

     3,470,060        2,995,109  

4.000%, 07/01/48 to 09/01/50

     2,104,942        1,851,508  

4.500%, 05/01/48

     265,192        244,698  

5.000%, 07/01/44

     1,084,484        1,040,186  

5.500%, 06/01/53

     2,624,014        2,496,542  

FHLMC Gold Pool
3.500%, 07/01/32 to 05/01/44

     1,108,106        1,012,314  

Freddie Mac Multifamily Structured Pass Through Certificates

     

Series K134, Class A2
2.243%, 10/25/312

     3,175,000        2,490,062  

Freddie Mac REMICS

     

Series 5297, Class DA
5.000%, 12/25/52

     656,524        623,926  

Total Freddie Mac

        18,075,395  
     
      Principal
Amount
     Value  

Ginnie Mae - 0.5%

     

GNMA

     

Series 2023-111, Class FD
(1-month SOFR + 1.000%, Cap 7.000%, Floor 1.000%), 6.321%, 08/20/532

     $645,580        $627,087  

U.S. Treasury Obligations - 12.7%

     

U.S. Treasury Bonds

     

1.875%, 02/15/51

     3,558,000        1,867,533  

2.250%, 05/15/41

     7,080,000        4,642,655  

3.125%, 05/15/48

     3,234,000        2,285,529  

3.500%, 02/15/39

     3,777,000        3,122,664  

3.625%, 02/15/53

     500,000        389,609  

5.000%, 05/15/37

     328,000        328,448  

6.750%, 08/15/26

     1,339,000        1,402,080  

U.S. Treasury Notes
2.375%, 05/15/27

     1,641,000        1,507,925  

Total U.S. Treasury Obligations

        15,546,443  

Total U.S. Government and Agency Obligations

    (Cost $75,519,144)

        62,298,213  

Short-Term Investments - 4.4%

 

  

Joint Repurchase
Agreements - 1.7%
6

     

Bank of America Securities, Inc., dated 10/31/23, due 11/01/23, 5.310% total to be received $1,000,148 (collateralized by various U.S. Government Agency Obligations, 2.000% - 6.500%, 04/01/48 - 10/01/53, totaling $1,020,000)

     1,000,000        1,000,000  

Industrial and Commercial Bank of China Financial Services LLC, dated 10/31/23, due 11/01/23, 5.340% total to be received $1,000,148 (collateralized by various U.S. Treasuries, 0.000% - 7.625%, 11/02/23 - 08/15/53, totaling $1,020,000)

     1,000,000        1,000,000  

RBC Capital Markets LLC, dated 10/31/23, due 11/01/23, 5.310% total to be received $21,231 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.500%, 11/07/23 - 08/20/53, totaling $21,653)

     21,228        21,228  

Total Joint Repurchase Agreements

        2,021,228  

Repurchase Agreements - 2.7%

 

  

Fixed Income Clearing Corp., dated 10/31/23, due 11/01/23, 5.150% total to be received $1,679,240 (collateralized by a U.S. Treasury, 4.125%, 06/15/26, totaling $1,712,635)

     1,679,000        1,679,000  

Fixed Income Clearing Corp., dated 10/31/23, due 11/01/23, 5.150% total to be received $1,640,235 (collateralized by a U.S. Treasury, 3.500%, 04/30/30, totaling $1,672,883)

     1,640,000        1,640,000  

Total Repurchase Agreements

        3,319,000  

Total Short-Term Investments

    (Cost $5,340,228)

        5,340,228  
     
 

 

 

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

10


Table of Contents
    

 

    

AMG GW&K Core Bond ESG Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

     

 

              Value  

Total Investments - 100.9%
(Cost $146,495,387)

        $123,529,120  

Other Assets, less Liabilities - (0.9)%

                 (1,122,215

Net Assets - 100.0%

        $122,406,905  

    

 

 

1 

Fixed to variable rate investment. The rate shown reflects the fixed rate in effect at October 31, 2023. Rate will reset at a future date.

 

2 

Variable rate security. The rate shown is based on the latest available information as of October 31, 2023. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.

 

3 

Perpetuity Bond. The date shown represents the next call date.

 

4 

Some of these securities, amounting to $1,952,586 or 1.6% of net assets, were out on loan to various borrowers and are collateralized by cash. See Note 4 of Notes to Financial Statements.

 

5 

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 institutional buyers. At October 31, 2023, the value of these securities amounted to $2,680,071 or 2.2% of net assets.

6 

Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

 

CMT

  Constant Maturity Treasury

 

FHLMC

 

 

Freddie Mac

 

FNMA

 

 

Fannie Mae

 

GNMA

 

 

Ginnie Mae

 

MTN

 

 

Medium-Term Note

 

REMICS

 

 

Real Estate Mortgage Investment Conduit

 

SOFR

 

 

Secured Overnight Financing Rate

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2023:

 

    

Level 1

 

    

Level 2

 

    

Level 3

 

    

Total

 

 

  Investments in Securities

           

Corporate Bonds and Notes

  

 

 

  

 

$44,821,459

 

  

 

 

  

 

$44,821,459

 

Asset-Backed Securities

  

 

 

  

 

898,063

 

  

 

 

  

 

898,063

 

Municipal Bonds

  

 

 

  

 

10,171,157

 

  

 

 

  

 

10,171,157

 

U.S. Government and Agency Obligations

  

 

 

  

 

62,298,213

 

  

 

 

  

 

62,298,213

 

Short-Term Investments

           

Joint Repurchase Agreements

            2,021,228               2,021,228  

Repurchase Agreements

            3,319,000               3,319,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

  

 

 

  

 

$123,529,120

 

  

 

 

  

 

$123,529,120

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

   

All corporate bonds and notes, municipal bonds, U.S. government and agency obligations held in the Fund are Level 2 securities. For a detailed breakout of corporate bonds and notes, municipal bonds, U.S. government and agency obligations by major industry or agency classification, please refer to the Fund’s Schedule of Portfolio Investments.

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3.

 

 

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

11


Table of Contents
    

 

    

AMG GW&K Emerging Markets Equity Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

MARKET OVERVIEW

 

Emerging markets advanced in choppy trading during the fiscal year ended October 31, 2023. The period started on a positive note, as China abandoned its restrictive zero-COVID policy and Eastern Europe rallied on the Continent’s improving energy security situation despite sanctions on Russian gas imports. Sentiment shifted later in the fiscal year, however, due to mounting problems in China’s property market, elevated U.S. yields, and volatile energy prices. The MSCI Emerging Markets Index gained 10.80%, slightly ahead of the MSCI World Index of developed markets, which was up 10.50%.

 

Asia was the standout performer regionally led by tech heavy Taiwan, which rose sharply on an artificially intelligence (AI) hype-driven rally in semiconductors and hardware. China surged early in the period as the abrupt end to its zero-COVID policy drove investment flows back into the market, and the government softened its regulatory offensive targeting several industries. But the country’s macro challenges were deeper than expected and the rally faded as the year progressed. A short seller report on Indian conglomerate Adani Enterprises Ltd. (not held in the Fund), which forced the company to abandon a follow-on public share offering, capped gains in the country’s equity indexes. Mexico delivered surprisingly good Gross Domestic Product (GDP) and earnings growth throughout the period, driven by local consumption and US exports. Brazilian equities were volatile as investors weighed the impact of policy changes under President Lula against the potential for aggressive interest rate cuts. The Europe, Middle East and Africa (EMEA) region declined modestly due to weakness across the Persian Gulf oil and gas producers, though Eastern Europe remained well bid as the threat of an energy shortage eased considerably. Turkey gained substantially on easing geopolitical tensions with its NATO allies and a marked shift to more orthodox economic policies following President Erdogan’s reelection. The sector leaders were information technology, with semiconductors a key contributor,

      

communication services and consumer discretionary, which gained on China reopening optimism. Utilities declined due to steep losses in Adani Enterprises’ listed subsidiaries in India. Materials and industrials were also notable underperformers.

 

FUND REVIEW

 

For the fiscal year ending October 31, 2023, the AMG GW&K Emerging Markets Equity Fund’s (the “Fund”) Class N shares returned 15.96%, outperforming the Fund’s benchmark, MSCI Emerging Markets Index, which returned 10.80%. Strong stock selection in Asia and no exposure to either materials or utilities were key contributors to the Fund’s relative performance. Individual stock highlights included Taiwan Semiconductor Manufacturing Co., Ltd., the world’s leading semiconductor foundry, which rose on better-than-expected second quarter and third quarter 2023 earnings. China’s Tencent Holdings, Ltd. finished the period higher on easing regulatory scrutiny and the surprise approval of several new video games. Online travel platform Trip.com Group, Ltd. rallied on the resumption of leisure activity following elimination of COVID-related restrictions in China. AI enthusiasm and a potential trough in memory chip prices drove gains in SK Hynix, Inc.

 

Conversely, sporting goods specialist Li Ning Co., Ltd. reported disappointing third-quarter sales and reduced full-year guidance. European discount retailer Pepco Group, N.V. also lowered fiscal year guidance due to weakening demand for key clothing and merchandising categories. Following its recent merger with consumer finance subsidiary HDFC, India’s HDFC Bank, Ltd. provided proforma financial guidance, which will initially result in slightly lower returns and net interest margins. MultiChoice Group, a South African video entertainment platform, lowered guidance due to the negative impact of power rationing on consumer engagement.

 

OUTLOOK

 

We remain optimistic about the extended outlook for emerging markets but are mindful of the near-term risks facing capital markets globally, including the

    

      

impact of aggressive interest rate hikes across developed markets, economic challenges facing China, and geopolitical tension. This is balanced against several factors that support our positive view of the longer-term growth and performance potential of emerging markets. China’s compelling valuation combined with the government’s renewed focus on domestically driven growth make it one of the more attractive markets globally. Additionally, many emerging markets have relatively high real interest rates and have already begun to pivot policy to support credit expansion. Other structural tailwinds include intraregional trade and diversification of supply chains, which should benefit countries like India and Mexico. At the end of October, the MSCI Emerging Markets Index traded at 11.0 times forward earnings, which represented a notable 37% discount relative to the MSCI USA Index. Although further bouts of volatility are possible, we believe emerging markets will reward investors willing to take the long-term view.

 

With respect to the Fund’s structure, trading and market activity during the fiscal year resulted in increased exposure to communication services, energy, and consumer staples, while our weights in health care, industrials, and consumer discretionary decreased. At the close of the period, the Fund had overweight positions in the financials, consumer discretionary, consumer staples, communication services, and information technology sectors and underweight positions in the materials, industrials, utilities, health care, real estate, and energy sectors relative to the benchmark. Geographically, the portfolio finished the fiscal year with 82% in Asia, 13% in Latin America, and 5% in the EMEA region.

 

The views expressed represent the opinions of GW&K Investment Management, LLC as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

12


Table of Contents
    

 

    

AMG GW&K Emerging Markets Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG GW&K Emerging Markets Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the AMG GW&K Emerging Markets Equity Fund’s Class N shares on October 31, 2013, to a $10,000 investment made in the MSCI Emerging Markets Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

 

LOGO

The table below shows the average annual total returns for the AMG GW&K Emerging Markets Equity Fund and the MSCI Emerging Markets Index for the same time periods ended October 31, 2023.

 

     One   Five   Ten 
  Average Annual Total Returns1    Year   Years   Years 

AMG GW&K Emerging Markets Equity Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20

Class N

   15.96%   1.05%   0.64%

Class I

   16.28%   1.36%   0.97%

Class Z

   16.56%   1.47%   1.08%

MSCI Emerging Markets Index21

   10.80%   1.59%   1.19%

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 800.548.4539 or visit our website at wealth.amg.com for a free prospectus. Read it carefully before investing or sending money.

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

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

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

 

3  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

4  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmark or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

5  Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.

 

6  Investments in emerging markets are subject to the general risks of foreign investments, as well as additional risks which can result in greater price volatility. Such additional risks include the risk that markets in emerging market countries are typically less developed and less liquid than markets in developed countries and such markets are subjected to increased economic, political, or regulatory uncertainties.

 

7  Changes in the general political and social environment of a country can have substantial effects on the value of investments exposed to that country.

 

8  To the extent the Fund focuses its investments in a particular country, group of countries or geographic region, the Fund is particularly susceptible to economic, political, regulatory or other events or conditions affecting such countries or region, and the Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund and may result in losses.

 

    The Fund is particularly susceptible to risks in the Greater China region, which consists of Hong Kong, The People’s Republic of China and Taiwan, among other countries. Economies in the Greater China region are dependent on the economies of other countries and can be significantly affected by currency fluctuations and increasing competition from other emerging economies in Asia with lower costs. Adverse events in any one country within the

 

 

 

 

13


Table of Contents
    

 

    

AMG GW&K Emerging Markets Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

region may impact the other countries in the region or Asia as a whole. Markets in the Greater China region can experience significant volatility due to social, economic, regulatory and political uncertainties. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility and other events. U.S. or foreign government restrictions or intervention could negatively affect the implementation of the Fund’s investment strategies, for example by precluding the Fund from making certain investments or causing the Fund to sell investments at disadvantageous times. China has yet to develop comprehensive securities, corporate, or commercial laws, its market is relatively new and less developed, and its economy may be adversely impacted by a slowdown in export growth.

 

9  The Fund may gain investment exposure to certain Chinese companies through variable interest entity (“VIE”) structures. A VIE structure enables foreign investors, such as the Fund, to obtain investment exposure to a Chinese company in situations in which the Chinese government has limited or prohibited non-Chinese ownership of such company. A VIE does not have equity ownership in its corresponding China-based company but has claims to the China-based company’s profits and control of its assets through contractual arrangements. VIEs are a common industry practice and well known to officials and regulators in China; however, VIEs are not formally recognized under Chinese law. If the Chinese government takes action adversely affecting VIEs, the market value of the Fund’s associated portfolio holdings would likely suffer significant, detrimental, and possibly permanent consequences, which could result in substantial investment losses.

 

10 Fluctuations in exchange rates may affect the total

      

loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

11 The use of derivatives involves costs, the risk that the value of derivatives may not correlate perfectly with their underlying assets, rates or indices, liquidity risk, and the risk of mispricing or improper valuation. The use of derivatives may not succeed for various reasons, and the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

 

12 The counterparty to a derivatives contract may be unable or unwilling, or may be perceived as unable or unwilling, to make timely interest, principal or settlement payments or otherwise honor its obligations.

 

13 Borrowing and some derivative investments such as futures, forward commitment transactions and swaps may magnify smaller adverse market movements into relatively larger losses.

 

14 The prices of equity securities of companies that are expected to experience relatively rapid earnings growth, or “growth stocks,” may be more sensitive to market movements because the prices tend to reflect future investor expectations rather than just current profits.

 

15 The prices of stocks purchased in initial public offerings (“IPOs”) can be very volatile and tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time. The effect of IPOs on the Fund’s performance depends on a variety of factors.

 

16 The stocks of large-capitalization companies are generally more mature and may not be able to reach the same levels of growth as the stocks of small- or mid-capitalization companies.

 

17 The stocks of small-and mid-capitalization

      

companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

 

18 An investment in participatory notes is subject to market risk. The performance results of participatory notes may not exactly replicate the performance of the underlying securities. An investment in participatory notes is also subject to counterparty risk, relating to the non-U.S. bank or broker-dealer that issues the participatory notes, and may be subject to liquidity risk.

 

19 Issuers and companies that are in similar industry sectors 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.

 

20 The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

21 The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI Emerging Markets 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.

 

 

 

14


Table of Contents
    

AMG GW&K Emerging Markets Equity Fund

Fund Snapshots (unaudited)

    

October 31, 2023

 

   

    

 

     

 

PORTFOLIO BREAKDOWN

 

    Sector   

% of

Net Assets

 

Financials

     27.4  
 

Information Technology

     22.4  
 

Consumer Discretionary

     17.6  
 

Communication Services

     11.6  
 

Consumer Staples

     9.1  
 

Energy

     4.7  
 

Industrials

     3.7  
 

Health Care

     1.8  
 

Short-Term Investments

     1.8  
 

Other Assets, less Liabilities

     (0.1 )  

 

TOP TEN HOLDINGS

 

    Security Name    % of
Net Assets
 
 

Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)

     8.8      
 

HDFC Bank, Ltd. (India)

     6.8      
 

Samsung Electronics Co., Ltd. (South Korea)

     5.5      
 

Tencent Holdings, Ltd. (China)

     3.6      
 

Reliance Industries, Ltd. (India)

     2.9      
 

Baidu, Inc., Class A (China)

     2.8      
 

Yum China Holdings, Inc. (China)

     2.7      
 

Bank Mandiri Persero Tbk PT (Indonesia)

     2.6      
 

Trip.com Group, Ltd., ADR (China)

     2.6      
 

SK Hynix, Inc. (South Korea)

     2.6      
    

 

 

 
 

Top Ten as a Group

         40.9      
  

 

 

 
 

 

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.

 

 

15


Table of Contents

 

    

 

AMG GW&K Emerging Markets Equity Fund

Schedule of Portfolio Investments

October 31, 2023 

 

   

 

     

 

      Shares          Value  

Common Stocks - 98.3%

     

Communication Services - 11.6%

     

Baidu, Inc., Class A (China)*

     42,316        $555,559  

Kanzhun, Ltd., ADR (China)*

     18,600        275,280  

Kingsoft Corp., Ltd. (China)

     55,800        194,713  

Kuaishou Technology (China)*,1

     29,500        189,975  

MultiChoice Group (South Africa)*

     13,958        52,282  

NetEase, Inc. (China)

     10,425        223,111  

Tencent Holdings, Ltd. (China)

     19,106        707,089  

Tencent Music Entertainment Group, ADR (China)*

     14,772        107,245  

Total Communication Services

        2,305,254  

Consumer Discretionary - 17.6%

     

Alibaba Group Holding, Ltd. (China)*

     48,928        503,718  

Americana Restaurants International PLC (United Arab Emirates)

     91,300        92,234  

Feng TAY Enterprise Co., Ltd. (Taiwan)

     47,437        261,939  

H World Group Ltd., ADR (China)*

     5,150        193,949  

Haidilao International Holding, Ltd. (China)1

     47,000        117,679  

Li Ning Co., Ltd. (China)

     63,000        193,057  

MakeMyTrip, Ltd. (India)*

     11,748        455,000  

Mitra Adiperkasa Tbk PT (Indonesia)

     947,099        103,445  

Pepco Group, N.V. (United Kingdom)*

     13,230        53,623  

Sands China, Ltd. (Macau)*

     128,750        346,601  

Shenzhou International Group Holdings, Ltd. (China)

     10,460        102,743  

Trip.com Group, Ltd., ADR (China)*

     15,177        516,018  

Yum China Holdings, Inc. (China)

     10,367        544,889  

Total Consumer Discretionary

        3,484,895  

Consumer Staples - 9.1%

     

Angel Yeast Co., Ltd., Class A (China)

     14,100        67,416  

Bid Corp., Ltd. (South Africa)

     10,593        224,728  

By-health Co., Ltd., Class A (China)

     55,400        138,705  

CP All PCL (Thailand)

     48,168        74,028  

CP All PCL, Foreign Shares (Thailand)

     4,900        7,486  

Dino Polska, S.A. (Poland)*,1,2

     926        87,743  

Fomento Economico Mexicano, S.A.B de CV (Mexico)

     35,096        396,803  

Orion Corp. (South Korea)

     1,735        153,556  

Proya Cosmetics Co., Ltd., Class A (China)

     10,800        153,346  

Sumber Alfaria Trijaya Tbk PT (Indonesia)

     568,600        103,447  

Vietnam Dairy Products JSC (Vietnam)

     23,700        65,640  

Wal-Mart de Mexico, S.A.B. de CV (Mexico)

     72,973        261,471  
     
      Shares          Value  

Wuliangye Yibin Co., Ltd., Class A (China)

     3,100        $66,081  

Total Consumer Staples

        1,800,450  

Energy - 4.7%

     

ADNOC Drilling Co. PJSC (United Arab Emirates)

     163,900        162,427  

Arabian Drilling Co. (Saudi Arabia)*

     4,000        187,014  

Reliance Industries, Ltd. (India)

     20,988        577,124  

Total Energy

        926,565  

Financials - 27.4%

     

AIA Group, Ltd. (Hong Kong)

     47,368        411,335  

Al Rajhi Bank (Saudi Arabia)

     4,350        77,868  

B3, S.A. - Brasil Bolsa Balcao (Brazil)

     32,600        72,096  

Banco Bradesco, S.A., ADR (Brazil)

     72,583        202,507  

Bank Mandiri Persero Tbk PT (Indonesia)

     1,463,432        522,814  

Bank Rakyat Indonesia Persero Tbk PT (Indonesia)

     777,236        243,029  

BDO Unibank, Inc. (Philippines)

     158,488        356,752  

China International Capital Corp., Ltd., Class H (China)1

     204,800        326,197  

Cholamandalam Investment and Finance Co., Ltd. (India)

     9,450        129,141  

Grupo Financiero Banorte, S.A.B de CV, Class O (Mexico)

     41,842        338,955  

HDFC Asset Management Co., Ltd. (India)1

     8,809        289,351  

HDFC Bank, Ltd. (India)

     75,879        1,346,438  

HDFC Life Insurance Co., Ltd. (India)1

     20,200        150,059  

Hong Kong Exchanges & Clearing, Ltd. (Hong Kong)

     5,000        174,913  

Jio Financial Services, Ltd. (India)*

     21,588        56,784  

NU Holdings, Ltd., Class A (Brazil)*

     16,800        137,760  

One 97 Communications, Ltd. (India)*

     12,500        138,339  

Pagseguro Digital, Ltd., Class A (Brazil)*

     4,288        30,273  

Ping An Insurance Group Co. of China, Ltd., Class H (China)

     32,000        162,319  

XP, Inc., Class A (Brazil)

     13,206        264,120  

Total Financials

        5,431,050  

Health Care - 1.8%

     

China Resources Sanjiu Medical & Pharmaceutical Co., Ltd., Class A (China)

     16,500        97,267  

Fleury, S.A. (Brazil)

     41,463        123,030  

Lepu Medical Technology Beijing Co., Ltd., Class A (China)

     36,300        85,515  

Syngene International, Ltd. (India)1

     6,460        52,796  

Total Health Care

        358,608  
     

 

 

 

 

 

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

16


Table of Contents
    

 

    

AMG GW&K Emerging Markets Equity Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

     

 

      Shares      Value  

Industrials - 3.7%

     

Contemporary Amperex Technology Co., Ltd., Class A (China)

     11,160        $283,373  

Copa Holdings, S.A., Class A (Panama)

     2,350        191,877  

International Container Terminal Services, Inc. (Philippines)

     47,000        166,522  

Shenzhen Inovance Technology Co., Ltd., Class A (China)

     12,300        101,672  

Total Industrials

        743,444  

Information Technology - 22.4%

     

Advantech Co., Ltd. (Taiwan)

     11,898        122,190  

Delta Electronics, Inc. (Taiwan)

     24,100        217,187  

FPT Corp. (Vietnam)

     23,000        77,791  

Globant SA (Uruguay)*

     1,600        272,464  

Infosys, Ltd., Sponsored ADR (India)

     6,226        102,231  

Samsung Electronics Co., Ltd. (South Korea)

     21,867        1,088,427  

SK Hynix, Inc. (South Korea)

     5,884        510,979  

Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)

     106,632        1,741,569  

Tata Consultancy Services, Ltd. (India)

     2,434        98,537  

TOTVS, S.A. (Brazil)

     42,000        210,927  

Total Information Technology

        4,442,302  

Total Common Stocks

    (Cost $16,882,279)

        19,492,568  
     

 

*

Non-income producing security.

 

1 

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 institutional buyers. At October 31, 2023, the value of these securities amounted to $1,213,800 or 6.1% of net assets.

 

2 

Some of these securities, amounting to $65,760 or 0.3% of net assets, were out on loan to various borrowers and are collateralized by cash. See Note 4 of Notes to Financial Statements.

      Principal
Amount
     Value  

Short-Term Investments - 1.8%

 

  

Joint Repurchase Agreements - 0.3%3

 

  

Industrial and Commercial Bank of China Financial Services LLC, dated 10/31/23, due 11/01/23, 5.340% total to be received $68,062 (collateralized by various U.S. Treasuries, 0.000% - 7.625%, 11/02/23 - 08/15/53, totaling $69,413)

     $68,052        $68,052  

Repurchase Agreements - 1.5%

     

Fixed Income Clearing Corp., dated 10/31/23 due 11/01/23, 5.150% total to be received $291,042 (collateralized by a U.S. Treasury, 3.500%, 04/30/30, totaling $296,827)

     291,000        291,000  

Total Short-Term Investments

    (Cost $359,052)

        359,052  

Total Investments - 100.1%
(Cost $17,241,331)

        19,851,620  

Other Assets, less Liabilities - (0.1)%

 

     (18,618

Net Assets - 100.0%

        $19,833,002  
     

 

 

 

3 

Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

ADR     American Depositary Receipt

 

 

 

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

17


Table of Contents
    

 

    

AMG GW&K Emerging Markets Equity Fund

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 October 31, 2023:

 

    

Level 1

 

    

Level 21

 

    

Level 3

 

    

Total

 

 

  Investments in Securities

           

Common Stocks

           

Financials

     $1,102,495        $4,328,555               $5,431,050  

Information Technology

     585,622        3,856,680               4,442,302  

Consumer Discretionary

     1,905,535        1,579,360               3,484,895  

Communication Services

     434,807        1,870,447               2,305,254  

Consumer Staples

     986,449        814,001               1,800,450  

Energy

     349,441        577,124               926,565  

Industrials

     191,877        551,567               743,444  

Health Care

     305,812        52,796               358,608  

Short-Term Investments

           

Joint Repurchase Agreements

            68,052               68,052  

Repurchase Agreements

            291,000               291,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

  Total Investments in Securities

  

$

5,862,038

 

  

$

13,989,582

 

  

 

 

  

$

19,851,620

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

1 

An external pricing service is used to reflect any impact on security value due to market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets.

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3.

The country allocation in the Schedule of Portfolio Investments at October 31, 2023, was as follows:

 

 Country    % of Long-Term
Investments

 Brazil

     5.3

 China

   30.3

 Hong Kong

     3.0

 India

   17.4

 Indonesia

     5.0

 Macau

     1.8

 Mexico

     5.1

 Panama

     1.0

 Philippines

     2.7

 Poland

     0.5

 Saudi Arabia

     1.4
 Country    % of Long-Term
Investments

South Africa

       1.4

 South Korea

       9.0

 Taiwan

     12.0

 Thailand

       0.4

 United Arab Emirates

       1.3

 United Kingdom

       0.3

 Uruguay

       1.4

 Vietnam

       0.7
  

 

   100.0
  

 

 

 

 

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

18


Table of Contents
    

 

    

AMG GW&K Emerging Wealth Equity Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

MARKET OVERVIEW

 

Emerging markets advanced in choppy trading during the fiscal year ended October 31, 2023. The period started on a positive note, as China abandoned its restrictive zero-COVID policy and Eastern Europe rallied on the Continent’s improving energy security situation despite sanctions on Russian gas imports. Sentiment shifted later in the fiscal year, however, due to mounting problems in China’s property market, elevated U.S. yields, and volatile energy prices. The MSCI Emerging Markets Index gained 10.80%, slightly ahead of the MSCI World Index of developed markets, which was up 10.50%.

 

Asia was the standout performer regionally led by tech heavy Taiwan, which rose sharply on an artificial intelligence (AI) hype-driven rally in semiconductors and hardware. China surged early in the period as the abrupt end to its zero-COVID policy drove investment flows back into the market, and the government softened its regulatory offensive targeting several industries. But the country’s macro challenges were deeper than expected and the rally faded as the year progressed. A short seller report on Indian conglomerate Adani Enterprises Ltd. (not held in the Fund), which forced the company to abandon a follow-on public share offering, capped gains in the country’s equity indexes. Mexico delivered surprisingly good Gross Domestic Product (GDP) and earnings growth throughout the period, driven by local consumption and U.S. exports. Brazilian equities were volatile as investors weighed the impact of policy changes under President Lula against the potential for aggressive interest rate cuts. The Europe, Middle East and Africa (EMEA) region declined modestly due to weakness across the Persian Gulf oil and gas producers, though Eastern Europe remained well bid as the threat of an energy shortage eased considerably. Turkey gained substantially on easing geopolitical tensions with its NATO allies and marked shift to more orthodox economic policies following President Erdogan’s reelection. The sector leaders were information technology, with semiconductors a key contributor,

 

      

communication services and consumer discretionary, which gained on China reopening optimism. Utilities declined due to steep losses in Adani Enterprises’ listed subsidiaries in India. Materials and industrials were also notable underperformers.

 

FUND REVIEW

 

For the fiscal year ending October 31, 2023, the AMG GW&K Emerging Wealth Equity Fund’s (the “Fund”) Class N Shares returned 14.50%, outperforming the MSCI Emerging Markets Index, which returned 10.80%. This was primarily due to our strategic focus on the benefits of wealth creation in emerging markets, which generally leads to higher portfolio exposure in consumer-related industries and China. Both market segments outperformed materially over the past 12 months, causing sector and country allocation to positively impact the Fund’s relative performance. In addition, the Fund generated strong stock selection relative to the index. Macau resort operator Sands China, Ltd. soared on the elimination of most COVID-related travel restrictions and the long-awaited renewal of its casino license. Online travel platform Trip.com Group, Ltd. also rallied on the resumption of leisure activity in mainland China, while hotel operator H World Group, Ltd. reported that preliminary second quarter revenue per room reached 121% of 2019 levels. Tencent Holdings, Ltd. finished the period higher on easing regulatory scrutiny, the surprise approval of several new video games, and improved advertising revenue growth.

 

Conversely, fading demand for certain products in China had a negative impact on sporting goods specialist Li Ning Co., Ltd. and cosmetic company Estee Lauder Cos., Inc. Both reported disappointing third-quarter results and reduced 2023 full-year guidance. The Adani Enterprises saga weighed on the portfolio’s financial holdings in India. Kotak Mahindra Bank, Ltd. declined on the news despite strong fourth quarter earnings and a favorable outlook for loan growth. QUALCOMM, Inc., a specialist in mobile device semiconductors, declined on slowing handset orders globally.

 

      

OUTLOOK

 

We remain optimistic about the extended outlook for emerging markets but are mindful of the near-term risks facing capital markets globally, including the impact of aggressive interest rate hikes across developed markets, economic challenges facing China, and geopolitical tension. This is balanced against several factors that support our positive view of the longer-term growth and performance potential of emerging markets. China’s compelling valuation combined with the government’s renewed focus on domestically driven growth make it one of the more attractive markets globally. Additionally, many emerging markets have relatively high real interest rates and have already begun to pivot policy to support credit expansion. Other structural tailwinds include intraregional trade and diversification of supply chains, which should benefit countries like India and Mexico. At the end of October, the MSCI Emerging Markets Index traded at 11.0 times forward earnings, which represented a notable 37% discount relative to the MSCI USA Index. Although further bouts of volatility are possible, we believe emerging markets will reward investors willing to take the long-term view.

 

With respect to the Fund’s structure, trading and market activity during the fiscal year resulted in increased exposure to consumer discretionary, financials, information technology, communication services, and consumer staples, while industrials, materials, and health care declined. Geographically, the portfolio finished the fiscal year with exposures of 82% in emerging markets Asia, 14% in developed markets, 4% in emerging markets Latin America, and 0% in EM EMEA.

 

The views expressed represent the opinions of GW&K Investment Management, LLC as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

 

 

19


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AMG GW&K Emerging Wealth Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG GW&K Emerging Wealth Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the AMG GW&K Emerging Wealth Equity Fund’s Class N shares on March 19, 2015 (inception date), to a $10,000 investment made in the MSCI Emerging Markets Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG GW&K Emerging Wealth Equity Fund and the MSCI Emerging Markets Index for the same time periods ended October 31, 2023.

 

     One   Five   Since   Inception
Average Annual Total Returns1    Year   Years   Inception   Date

AMG GW&K Emerging Wealth Equity Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19

Class N

   14.50%   1.10%   1.79%   03/19/15

Class I

   14.75%   1.37%   2.05%   03/19/15

Class Z

   14.88%   1.49%   2.16%   03/19/15

MSCI Emerging Markets Index20

   10.80%   1.59%   1.85%   03/19/15

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 800.548.4539 or visit our website at wealth.amg.com for a free prospectus. Read it carefully before investing or sending money.

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

 

 

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 Fund are net of expenses and based on the published NAV as of October 31, 2023. All returns are in U.S. Dollars ($).

 

2  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

3  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmark or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

4  Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.

 

5  Investments in emerging markets are subject to the general risks of foreign investments, as well as additional risks which can result in greater price volatility. Such additional risks include the risk that markets in emerging market countries are typically less developed and less liquid than markets in developed countries and such markets are subjected to increased economic, political, or regulatory uncertainties.

 

6  Changes in the general political and social environment of a country can have substantial effects on the value of investments exposed to that country.

 

7  To the extent the Fund focuses its investments in a particular country, group of countries or geographic region, the Fund is particularly susceptible to economic, political, regulatory or other events or conditions affecting such countries or region, and the Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund and may result in losses.

 

The Fund is particularly susceptible to risks in the Greater China region, which consists of Hong Kong, The People’s Republic of China and Taiwan, among other countries. Economies in the Greater China region are dependent on the economies of other countries and can be significantly affected by currency fluctuations and increasing competition

 

 

 

 

 

 

20


Table of Contents
    

 

    

AMG GW&K Emerging Wealth Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

   from other emerging economies in Asia with lower costs. Adverse events in any one country within the region may impact the other countries in the region or Asia as a whole. Markets in the Greater China region can experience significant volatility due to social, economic, regulatory and political uncertainties. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility and other events. U.S. or foreign government restrictions or intervention could negatively affect the implementation of the Fund’s investment strategies, for example by precluding the Fund from making certain investments or causing the Fund to sell investments at disadvantageous times. China has yet to develop comprehensive securities, corporate, or commercial laws, its market is relatively new and less developed, and its economy may be adversely impacted by a slowdown in export growth.

 

8  The Fund may gain investment exposure to certain Chinese companies through variable interest entity (“VIE”) structures. A VIE structure enables foreign investors, such as the Fund, to obtain investment exposure to a Chinese company in situations in which the Chinese government has limited or prohibited non-Chinese ownership of such company. A VIE does not have equity ownership in its corresponding China-based company but has claims to the China-based company’s profits and control of its assets through contractual arrangements. VIEs are a common industry practice and well known to officials and regulators in China; however, VIEs are not formally recognized under Chinese law. If the Chinese government takes action adversely affecting VIEs, the market value of the Fund’s associated portfolio holdings would likely suffer significant, detrimental, and possibly permanent consequences, which could result in substantial investment losses.

 

 

      

9  Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

10 The use of derivatives involves costs, the risk that the value of derivatives may not correlate perfectly with their underlying assets, rates or indices, liquidity risk, and the risk of mispricing or improper valuation. The use of derivatives may not succeed for various reasons, and the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

 

11 The counterparty to a derivatives contract may be unable or unwilling, or may be perceived as unable or unwilling, to make timely interest, principal or settlement payments or otherwise honor its obligations.

 

12 Borrowing and some derivative investments such as futures, forward commitment transactions and swaps may magnify smaller adverse market movements into relatively larger losses.

 

13 The prices of equity securities of companies that are expected to experience relatively rapid earnings growth, or “growth stocks,” may be more sensitive to market movements because the prices tend to reflect future investor expectations rather than just current profits.

 

14 The prices of stocks purchased in initial public offerings (“IPOs”) can be very volatile and tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time. The effect of IPOs on the Fund’s performance depends on a variety of factors.

 

15 The stocks of large-capitalization companies are generally more mature and may not be able to reach the same levels of growth as the stocks of small- or mid-capitalization companies.

 

      

16 The stocks of small- and mid-capitalization companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

 

17 An investment in participatory notes is subject to market risk. The performance results of participatory notes may not exactly replicate the performance of the underlying securities. An investment in participatory notes is also subject to counterparty risk, relating to the non-U.S. bank or broker-dealer that issues the participatory notes, and may be subject to liquidity risk.

 

18 Issuers and companies that are in similar industry sectors 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 The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

20 The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI Emerging Markets 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 FIDC insured, nor bank guaranteed. May lose value.

 

 

 

 

21


Table of Contents
    

 

    

AMG GW&K Emerging Wealth Equity Fund

Fund Snapshots (unaudited)

 

    

October 31, 2023

 

   

    

 

     

 

 

PORTFOLIO BREAKDOWN

 

    Sector    % of
Net Assets
 

Consumer Discretionary

    34.3 
 

Financials

    28.7 
 

Information Technology

    14.6 
 

Communication Services

    10.7 
 

Consumer Staples

    10.1 
 

Industrials

      3.0 
 

Materials

      2.0 
 

Health Care

      0.5 
 

Other Assets, less Liabilities

      (3.9)

TOP TEN HOLDINGS

 

    Security Name    % of
Net Assets
 
 

Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)

     6.2      
 

Sands China, Ltd. (Macau)

     5.9      
 

Trip.com Group, Ltd. (China)

     5.1      
 

Alibaba Group Holding, Ltd. (China)

     4.6      
 

AIA Group, Ltd. (Hong Kong)

     4.5      
 

Kotak Mahindra Bank, Ltd. (India)

     4.5      
 

Tencent Holdings, Ltd. (China)

     4.4      
 

QUALCOMM, Inc.

     4.1      
 

Infineon Technologies AG (Germany)

     4.1      
 

HDFC Bank, Ltd., ADR (India)

     4.0      
    

 

 

 
 

Top Ten as a Group

         47.4      
  

 

 

 
 

 

 

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


Table of Contents
    

AMG GW&K Emerging Wealth Equity Fund

Schedule of Portfolio Investments

October 31, 2023 

 

   

    

 

     

 

      Shares          Value  

Common Stocks - 103.9%

     

Communication Services - 10.7%

     

Baidu, Inc., Class A (China)*

     171,000        $2,245,026  

Kanzhun, Ltd., ADR (China)*

     55,000        814,000  

Kuaishou Technology (China)*,1

     22,100        142,321  

Tencent Holdings, Ltd. (China)

     74,740        2,766,034  

The Walt Disney Co. (United States)*

     9,603        783,509  

Total Communication Services

        6,750,890  

Consumer Discretionary - 34.3%

     

Alibaba Group Holding, Ltd. (China)*

     285,148        2,935,621  

Eicher Motors, Ltd. (India)

     5,810        229,948  

H World Group Ltd., ADR (China)*

     55,759        2,099,884  

Haidilao International Holding, Ltd. (China)1

     718,000        1,797,733  

Hermes International SCA (France)

     225        419,811  

Jubilant Foodworks, Ltd. (India)

     126,410        760,621  

Li Ning Co., Ltd. (China)

     352,000        1,078,670  

LVMH Moet Hennessy Louis Vuitton SE (France)

     393        281,361  

MakeMyTrip, Ltd. (India)*

     41,509        1,607,644  

Moncler SpA (Italy)

     7,203        374,103  

Sands China, Ltd. (Macau)*

     1,382,890        3,722,808  

Titan Co., Ltd. (India)

     21,760        834,186  

Trip.com Group, Ltd. (China)*

     94,642        3,225,553  

Tube Investments of India, Ltd. (India)

     13,100        495,595  

Yum China Holdings, Inc. (China)

     35,778        1,880,492  

Total Consumer Discretionary

        21,744,030  

Consumer Staples - 10.1%

     

By-health Co., Ltd., Class A (China)

     207,061        518,419  

The Estee Lauder Cos., Inc., Class A (United States)

     6,890        887,914  

Foshan Haitian Flavouring & Food Co., Ltd., Class A (China)

     122,052        628,142  

Kweichow Moutai Co., Ltd., Class A (China)

     4,900        1,128,489  

Proya Cosmetics Co., Ltd., Class A (China)

     37,200        528,191  

Wal-Mart de Mexico, S.A.B. de CV (Mexico)

     125,070        448,140  

Wuliangye Yibin Co., Ltd., Class A (China)

     104,853        2,235,092  

Total Consumer Staples

        6,374,387  

Financials - 28.7%

     

AIA Group, Ltd. (Hong Kong)

     331,130        2,875,469  

Banco Bradesco, S.A., ADR (Brazil)

     256,600        715,914  

Bank Central Asia Tbk PT (Indonesia)

     617,800        340,359  
     
      Shares          Value  

China International Capital Corp., Ltd., Class H (China)1

     1,442,500        $2,297,551  

Cholamandalam Investment and Finance Co., Ltd. (India)

     38,500        526,131  

HDFC Asset Management Co., Ltd. (India)1

     28,217        926,850  

HDFC Bank, Ltd., ADR (India)

     44,773        2,531,913  

HDFC Life Insurance Co., Ltd. (India)1

     157,320        1,168,679  

Hong Kong Exchanges & Clearing, Ltd. (Hong Kong)

     37,850        1,324,093  

Kotak Mahindra Bank, Ltd. (India)

     137,226        2,868,686  

Mastercard, Inc., Class A (United States)

     2,670        1,004,854  

NU Holdings, Ltd., Class A (Brazil)*

     115,400        946,280  

One 97 Communications, Ltd. (India)*

     57,500        636,357  

Total Financials

        18,163,136  

Health Care - 0.5%

     

China Resources Sanjiu Medical & Pharmaceutical Co., Ltd., Class A (China)

     55,612        327,831  

Industrials - 3.0%

     

Contemporary Amperex Technology Co., Ltd., Class A (China)

     42,880        1,088,801  

Copa Holdings, S.A., Class A (Panama)

     2,595        211,882  

Shenzhen Inovance Technology Co., Ltd., Class A (China)

     69,000        570,354  

Total Industrials

        1,871,037  

Information Technology - 14.6%

     

Beijing Kingsoft Office Software, Inc., Class A (China)

     5,675        223,213  

Infineon Technologies AG (Germany)

     87,795        2,564,511  

QUALCOMM, Inc. (United States)

     23,624        2,574,780  

Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)

     239,500        3,911,638  

Total Information Technology

        9,274,142  

Materials - 2.0%

     

Asian Paints, Ltd. (India)

     20,028        721,433  

Skshu Paint Co., Ltd., Class A (China)*

     67,938        553,003  

Total Materials

        1,274,436  

Total Common Stocks

    (Cost $64,562,694)

        65,779,889  

Total Investments - 103.9%
(Cost $64,562,694)

        65,779,889  

Other Assets, less Liabilities - (3.9)%

 

     (2,483,342

Net Assets - 100.0%

        $63,296,547  
     
 

 

 

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

23


Table of Contents
    

 

    

AMG GW&K Emerging Wealth Equity Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

     

 

*

Non-income producing security.

 

1 

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 institutional buyers. At October 31, 2023, the value of these securities amounted to $6,333,134 or 10.0% of net assets.

ADR     American Depositary Receipt

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2023:

 

    

Level 1

 

    

Level 21

 

    

Level 3

 

    

Total

 

 

  Investments in Securities

           

Common Stocks

           

Consumer Discretionary

     $5,588,020        $16,156,010               $21,744,030  

Financials

     5,198,961        12,964,175               18,163,136  

Information Technology

     2,574,780        6,699,362               9,274,142  

Communication Services

     1,597,509        5,153,381               6,750,890  

Consumer Staples

     1,336,054        5,038,333               6,374,387  

Industrials

     211,882        1,659,155               1,871,037  

Materials

            1,274,436               1,274,436  

Health Care

     327,831                      327,831  
  

 

 

    

 

 

    

 

 

    

 

 

 

  Total Investments in Securities

  

$

16,835,037

 

  

$

48,944,852

 

  

 

    —

 

  

$

65,779,889

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

1 

An external pricing service is used to reflect any impact on security value due to market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets.

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3.

The country allocation in the Schedule of Portfolio Investments at October 31, 2023, was as follows:

 

Country    % of Long-Term
Investments

Brazil

       2.5

China

     44.2

France

       1.1

Germany

       3.9

Hong Kong

       6.4

India

     20.2

Indonesia

       0.5

Italy

       0.6

Macau

       5.7

Mexico

       0.7

Panama

       0.3

Taiwan

       5.9

United States

       8.0
  

 

   100.0
  

 

 

 

 

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

24


Table of Contents
    

 

    

AMG GW&K Small/Mid Cap Growth Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

AMG GW&K Small/Mid Cap Growth Fund (the “Fund”) Class N shares outperformed its benchmark for the 12 months ended October 31, 2023, returning 1.12% vs. the Russell 2500® Growth Index (the “Index”) return of -4.80%.

 

MARKET OVERVIEW

 

For the year ending October 31, 2023, U.S. equity markets saw bifurcated performance results that were heavily influenced by market capitalization. Recession fears driven by the U.S. Federal Reserve’s (the “Fed”) higher-for-longer policy, geopolitical tensions, and artificial intelligence (AI) excitement concentrated investor focus on the Magnificent Seven mega cap growth stocks, positioning the broader domestic equity universe to provide mixed performance results. In the narrow market environment, Alphabet, Amazon, Apple, Meta, Microsoft, NVIDIA, and Tesla provided 8.2% of the 10.1% increase in the S&P 500® Index while small/mid cap equities in the Russell 2500® Index moved -4.6%. Over the one-year period, small/mid cap growth and value stocks showed a similar decline, with growth outperforming value by 14 basis points. Long-duration companies in health care put the most pressure on growth while the turmoil in financials led value equities lower. Information technology was the brightest contributor for growth, while industrials provided the most positive support in value.

 

FUND REVIEW

 

The Fund produced a modest positive return and outperformed its benchmark during the fiscal year due primarily to strong stock selection. Health care

      

was the largest contributor with a broad number of holdings providing meaningful gains. In biopharma, a focus on companies with promising new products and late-stage clinical pipelines saw Crinetics Pharmaceuticals, Inc. rise 50.7% on favorable trial results, and attracted takeover bids for Albireo Pharma, Horizon Therapeutics, and Oyster Point Pharma. Steady sales growth in proprietary products ex COVID lifted West Pharmaceutical Services 48.2% while its peer group fell -23.4%. The stock was sold during the fiscal year. Abiomed, Inc., a leading provider of heart pumps, was acquired by Johnson & Johnson at an attractive premium. In materials, good organic growth from AptarGroup, Inc.’s high-margin pharma division and a favorable pricing environment for Eagle Materials, Inc.’s construction products drove sector outperformance. Software was the star performer in information technology, with Manhattan Associates, Inc., the Fund’s largest position, and Hubspot delivering better-than-anticipated results and guidance. HubSpot was sold during the fiscal year.

 

Fund sectors lagging the Russell 2500® Growth Index were concentrated in the consumer area. In consumer discretionary, Revolve Group, Inc., an e-commerce retailer focused on the aspirational millennial and Gen Z customer, faced difficult comparisons and experienced results that fell short of expectations. In consumer staples, a positive

      

contribution from each of our two holdings was offset by an underweight allocation. Looking at relative performance through a factor lens, the allocation in the Fund tilted toward higher quality stocks helped results by about 158 basis points based on an average of seven factors, with earnings stability being the most prominent.

 

OUTLOOK

 

Since the yield curve inverted last year, there has been a great deal of anticipation of a recession. But a funny thing happened along the way: continued economic strength. As we look toward the final months of 2023 and beyond, the question remains whether that strength can continue amid tighter financial conditions. On a positive note, compression in Price to Equity (P/E) multiples for small/mid cap growth stocks has created more attractive valuations during this narrow market leadership. As investors, we aim to be prepared for a range of economic outcomes and remain watchful for opportunities to add high quality, well managed small/mid cap growth companies to the Fund.

 

The views expressed represent the opinions of GW&K Investment Management, LLC, as of October 31, 2023, and are not intended as a forecast or guarantee of future results and are subject to change without notice.

 

 

25


Table of Contents
    

 

    

AMG GW&K Small/Mid Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG GW&K Small/Mid Cap Growth Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG GW&K Small/Mid Cap Growth Fund’s Class N shares on October 31, 2013, to a $10,000 investment made in the Russell 2500® Growth Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG GW&K Small/Mid Cap Growth Fund and the Russell 2500® Growth Index for the same time periods ended October 31, 2023.

 

     One   Five   Ten   Since   Inception
  Average Annual Total Returns1    Year   Years   Years   Inception   Date

AMG GW&K Small/Mid Cap Growth Fund2, 3, 4, 5, 6, 7, 8, 9

Class N

   1.12%   7.16%   6.81%   9.03%   11/03/10

Class I

   1.36%   7.35%   7.03%   7.82%   06/01/11

Class Z

   1.43%       (9.93%)   08/31/21

Russell 2500® Growth Index10

   (4.80%)   5.22%   7.35%   9.88%   11/03/10

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 800.548.4539 or visit our website at wealth.amg.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.

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

2  As of March 19, 2021, the Fund’s subadviser was changed to GW&K Investment Management, LLC. Prior to March 19, 2021, the Fund was known as the AMG Managers LMCG Small Cap Growth Fund and had different principal investment strategies and corresponding risks. Effective March 19, 2021, the Fund changed its name to AMG GW&K Small Cap Fund II. Effective May 21, 2021, the Fund changed its name to AMG GW&K Small/Mid Cap Growth Fund and made changes to its principal investment strategies. Performance shown for periods prior to March 19, 2021, reflects the performance and investment strategies of the Fund’s previous subadviser, LMCG Investments, LLC. The Fund’s past performance would have been different if the Fund were managed by the current subadviser and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the Fund.

 

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

 

4  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

5  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmark or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

6  The stocks of small- and mid-capitalization companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

 

7  The prices of equity securities of companies that are expected to experience relatively rapid earnings growth, or “growth stocks,” may be more sensitive to market movements because the prices tend to reflect future investor expectations rather than just current profits.

 

8  Issuers and companies that are in similar industry sectors may be similarly affected by particular economic or market events; to the extent the Fund

 

 

 

 

 

 

26


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AMG GW&K Small/Mid Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

has substantial holdings within a particular sector, the risks associated with that sector increase.

 

9  The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

      

10 The Russell 2500® Growth Index measures the performance of the small- to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500® companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 2500® Growth Index is unmanaged, is not available for investment and does not incur expenses.

 

      

 

 

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

 

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

 

 

 

27


Table of Contents
    

AMG GW&K Small/Mid Cap Growth Fund

Fund Snapshots (unaudited)

    

October 31, 2023

 

   

    

 

     

 

PORTFOLIO BREAKDOWN

 

    Sector    %of
Net Assets
 

Industrials

     22.1  
 

Health Care

     21.2  
 

Information Technology

     18.8  
 

Consumer Discretionary

     15.1  
 

Energy

     5.7  
 

Financials

     5.7  
 

Materials

     4.2  
 

Real Estate

     2.4  
 

Consumer Staples

     1.3  
 

Short-Term Investments

     4.9  
 

Other Assets, less Liabilities

     (1.4

TOP TEN HOLDINGS

 

    Security Name    %of
Net Assets
 
 

Manhattan Associates, Inc.

     3.5      
 

Five Below, Inc.

     2.3      
 

Atkore, Inc.

     2.2      
 

RBC Bearings, Inc.

     2.1      
 

Paylocity Holding Corp.

     2.1      
 

SiteOne Landscape Supply, Inc.

     2.1      
 

Matador Resources Co.

     2.0      
 

Texas Roadhouse, Inc.

     2.0      
 

Entegris, Inc.

     2.0      
 

Globant SA (Uruguay)

     2.0      
    

 

 

 
 

Top Ten as a Group

     22.3      
  

 

 

 
 

 

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.

 

 

28


Table of Contents
    

AMG GW&K Small/Mid Cap Growth Fund

Schedule of Portfolio Investments

October 31, 2023 

 

   

    

 

     

 

      Shares          Value  

Common Stocks - 96.5%

     

Consumer Discretionary - 15.1%

     

Bright Horizons Family Solutions, Inc.*

     2,168        $160,562  

Burlington Stores, Inc.*

     3,448        417,311  

Churchill Downs, Inc.

     5,038        553,374  

Five Below, Inc.*

     4,579        796,654  

Grand Canyon Education, Inc.*

     5,148        609,163  

Krispy Kreme, Inc.1

     23,670        306,053  

Lithia Motors, Inc.

     1,326        321,171  

LKQ Corp.

     10,859        476,927  

Pool Corp.

     1,423        449,341  

Revolve Group, Inc.*,1

     14,840        204,050  

Texas Roadhouse, Inc.

     6,993        710,069  

Vail Resorts, Inc.

     1,070        227,108  

Total Consumer Discretionary

        5,231,783  

Consumer Staples - 1.3%

     

Performance Food Group Co.*

     8,009        462,600  

Energy - 5.7%

     

ChampionX Corp.

     18,305        563,794  

Matador Resources Co.

     11,515        710,360  

Ovintiv, Inc.

     7,190        345,120  

SM Energy Co.

     9,200        370,944  

Total Energy

        1,990,218  

Financials - 5.7%

     

Evercore, Inc., Class A

     3,015        392,493  

Houlihan Lokey, Inc.

     5,330        535,772  

MarketAxess Holdings, Inc.

     1,630        348,412  

Pinnacle Financial Partners, Inc.

     5,425        338,303  

RLI Corp.

     2,800        373,072  

Total Financials

        1,988,052  

Health Care - 21.2%

     

Acadia Healthcare Co., Inc.*

     8,460        621,895  

Azenta, Inc.*,1

     12,802        581,851  

Bio-Rad Laboratories, Inc., Class A*

     1,086        298,954  

Chemed Corp.

     699        393,292  

Crinetics Pharmaceuticals, Inc.*

     17,205        503,934  

CryoPort, Inc.*,1

     7,678        74,477  

Globus Medical, Inc., Class A*

     9,280        424,189  

Halozyme Therapeutics, Inc.*

     12,369        418,938  

HealthEquity, Inc.*

     7,497        537,385  

ICU Medical, Inc.*,1

     918        90,019  

Insmed, Inc.*

     21,505        538,915  

Integra LifeSciences Holdings Corp.*

     7,174        257,977  
     
      Shares          Value  

Intra-Cellular Therapies, Inc.*

     8,637        $429,777  

Medpace Holdings, Inc.*

     2,058        499,415  

Natera, Inc.*

     7,750        305,893  

Neurocrine Biosciences, Inc.*

     4,642        514,984  

Phathom Pharmaceuticals, Inc.*

     19,948        185,516  

Ultragenyx Pharmaceutical, Inc.*

     9,021        319,343  

Veracyte, Inc.*

     17,600        364,672  

Total Health Care

        7,361,426  

Industrials - 22.1%

     

Atkore, Inc.*

     6,075        755,001  

Booz Allen Hamilton Holding Corp.

     3,922        470,365  

CACI International, Inc., Class A*

     1,527        495,908  

Chart Industries, Inc.*

     3,000        348,690  

Gibraltar Industries, Inc.*

     6,959        423,525  

Graco, Inc.

     5,419        402,903  

IDEX Corp.

     3,116        596,434  

ITT, Inc.

     4,374        408,313  

Knight-Swift Transportation Holdings, Inc.

     6,357        310,794  

Nordson Corp.

     1,600        340,144  

Paycor HCM, Inc.*,1

     15,020        324,132  

Paylocity Holding Corp.*

     3,998        717,241  

RBC Bearings, Inc.*,1

     3,319        729,649  

SiteOne Landscape Supply, Inc.*

     5,163        711,306  

SS&C Technologies Holdings, Inc.

     4,465        224,366  

The Toro Co.

     4,988        403,230  

Total Industrials

        7,662,001  

Information Technology - 18.8%

     

CCC Intelligent Solutions Holdings, Inc.*

     25,341        272,923  

Cognex Corp.

     15,540        559,285  

CyberArk Software, Ltd. (Israel)*

     3,977        650,796  

The Descartes Systems Group, Inc. (Canada)*

     6,247        451,096  

Entegris, Inc.

     8,050        708,722  

Globant SA (Uruguay)*

     3,986        678,776  

MACOM Technology Solutions Holdings, Inc.*

     7,110        501,539  

Manhattan Associates, Inc.*

     6,257        1,219,990  

Power Integrations, Inc.

     4,591        318,294  

Rapid7, Inc.*

     5,413        251,650  

Silicon Laboratories, Inc.*

     2,345        216,162  

Tyler Technologies, Inc.*

     931        347,170  

Zebra Technologies Corp., Class A*

     1,653        346,188  

Total Information Technology

        6,522,591  

Materials - 4.2%

     

AptarGroup, Inc.

     3,177        388,452  
     
 

 

 

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

29


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AMG GW&K Small/Mid Cap Growth Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

     

 

      Shares      Value  

Materials - 4.2% (continued)

 

  

Avient Corp.

     13,357        $422,348  

Eagle Materials, Inc.

     1,281        197,159  

RPM International, Inc.

     4,935        450,417  

Total Materials

        1,458,376  

Real Estate - 2.4%

 

  

EastGroup Properties, Inc., REIT

     3,017        492,525  

Sun Communities, Inc., REIT

     3,043        338,503  

Total Real Estate

        831,028  

Total Common Stocks
(Cost $36,682,239)

        33,508,075  

Rights - 0.0%

     

Health Care - 0.0%

     

Abiomed, Inc.*,2,3
(Cost $0)

     1,175        0  
     Principal
Amount
        

Short-Term Investments - 4.9%

     

Joint Repurchase Agreements - 1.1%4

 

  

Industrial and Commercial Bank of China
Financial Services LLC, dated 10/31/23, due 11/01/23, 5.340% total to be received $372,223 (collateralized by various U.S. Treasuries, 0.000% - 7.625%, 11/02/23 - 08/15/53, totaling $379,611)

     $372,168        372,168  
     

 

*

Non-income producing security.

 

1 

Some of these securities, amounting to $2,268,368 or 6.5% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

 

2 

Security’s value was determined by using significant unobservable inputs.

 

3 

This security is restricted and not available for re-sale. The Fund received Contingent Value Rights (“CVRs”) of Abiomed Inc (“ABIOMED”) from a corporate action where Johnson & Johnson acquired ABIOMED on December 23, 2022. The total value of this restricted security held is $0 which represents 0% of net assets.

      Principal
Amount
     Value  

Repurchase Agreements - 3.8%

     

Fixed Income Clearing Corp., dated 10/31/23 due 11/01/23, 5.150% total to be received $1,317,188 (collateralized by a U.S. Treasury, 3.500%, 04/30/30, totaling $1,343,383)

     $1,317,000        $1,317,000  

Total Short-Term Investments
(Cost $1,689,168)

        1,689,168  

Total Investments - 101.4%
(Cost $38,371,407)

 

     35,197,243  

Other Assets, less Liabilities - (1.4)%

 

     (492,658

Net Assets - 100.0%

        $34,704,585  
     

 

4 

Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

REIT    Real Estate Investment Trust

 

 

 

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

30


Table of Contents
    

    

AMG GW&K Small/Mid Cap Growth Fund

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 October 31, 2023:

 

     

Level 1

 

    

Level 2

 

    

Level 3

 

    

Total

 

 

Investments in Securities

           
 

Common Stocks

     $33,508,075                      $33,508,075  
 

Rights

           
 

Health Care

                   $0        0  
 

Short-Term Investments

           
 

Joint Repurchase Agreements

            $372,168               372,168  
 

Repurchase Agreements

            1,317,000               1,317,000  
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

  

 

$33,508,075

 

  

 

$1,689,168

 

  

 

$0

 

  

 

$35,197,243

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3. The Fund did not have any purchases and sales of Level 3 securities for the same period. The Level 3 rights were received as a result of a corporate action. The security’s value was determined by using significant unobservable inputs. For the current period ended October 31, 2023, the change in unrealized appreciation (depreciation) was $0.

 

 

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

31


Table of Contents
    

 

    

Statement of Assets and Liabilities

October 31, 2023

 

   

    

 

     

 

 

 

   AMG GW&K
Core Bond
ESG Fund
     AMG GW&K
Emerging Markets
Equity Fund
     AMG GW&K
Emerging Wealth
Equity Fund
     AMG GW&K
Small/Mid Cap
Growth Fund
 
 

Assets:

           
 

Investments at value1 (including securities on loan valued at $1,952,586, $65,760, $0, and $2,268,368, respectively)

     $123,529,120        $19,851,620        $65,779,889        $35,197,243  
 

Cash

     143,050        24,798               658  
 

Foreign currency2

            71,846        218,702         
 

Receivable for investments sold

                   1,156,709         
 

Dividend and interest receivables

     923,085        9,012        90,007        7,473  
 

Securities lending income receivable

     112        13        46        341  
 

Receivable for Fund shares sold

     829               28        317  
 

Receivable from affiliate

     23,147        15,959               10,512  
 

Prepaid expenses and other assets

     14,038        2,809        8,876        9,790  
 

Total assets

     124,633,381        19,976,057        67,254,257        35,226,334  
 

Liabilities:

           
 

Payable upon return of securities loaned

     2,021,228        68,052               372,168  
 

Payable for investments purchased

                   222,292        80,996  
 

Payable for Fund shares repurchased

     67,902               1,240,399         
 

Payable for foreign capital gains tax

                   102,335         
 

Interfund loan payable

                   2,273,250         
 

Accrued expenses:

           
 

Investment advisory and management fees

     31,635        9,551        35,291        18,879  
 

Administrative fees

     15,818        2,605        8,975        4,568  
 

Distribution fees

     414        51        83        6,598  
 

Shareholder service fees

     11,648        1,192        2,045        331  
 

Other

     77,831        61,604        73,040        38,209  
 

Total liabilities

     2,226,476        143,055        3,957,710        521,749  
 

Commitments and Contingencies (Notes 2 & 7)

           
 

Net Assets

     $122,406,905        $19,833,002        $63,296,547        $34,704,585  
 

1 Investments at cost

     $146,495,387        $17,241,331        $64,562,694        $38,371,407  
 

2 Foreign currency at cost

            $72,106        $229,400         

 

 

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

32


Table of Contents
    

 

    

    

Statement of Assets and Liabilities (continued)

 

   

    

 

     

 

 

 

   AMG GW&K
Core Bond
ESG Fund
    AMG GW&K
Emerging Markets
Equity Fund
    AMG GW&K
Emerging Wealth
Equity Fund
    AMG GW&K
Small/Mid Cap
Growth Fund
 
 

Net Assets Represent:

        
 

Paid-in capital

     $154,568,912       $22,648,451       $87,159,394       $38,198,188  
 

Total distributable loss

     (32,162,007     (2,815,449     (23,862,847     (3,493,603
 

Net Assets

     $122,406,905       $19,833,002       $63,296,547       $34,704,585  
 

Class N:

        
 

Net Assets

     $1,937,190       $220,572       $377,270       $27,120,018  
 

Shares outstanding

     232,463       28,712       37,633       2,033,774  
 

Net asset value, offering and redemption price per share

     $8.33       $7.68       $10.02       $13.33  
 

Class I:

        
 

Net Assets

     $119,191,009       $11,902,268       $43,482,624       $7,560,818  
 

Shares outstanding

     14,295,879       1,567,248       4,267,595       542,963  
 

Net asset value, offering and redemption price per share

     $8.34       $7.59       $10.19       $13.93  
 

Class Z:

        
 

Net Assets

     $1,278,706       $7,710,162       $19,436,653       $23,749  
 

Shares outstanding

     153,471       1,021,824       1,907,420       1,703  
 

Net asset value, offering and redemption price per share

     $8.33       $7.55       $10.19       $13.95  

 

 

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

33


Table of Contents
    

 

    

Statement of Operations

For the fiscal year ended October 31, 2023

 

   

    

 

     

 

 

 

  AMG GW&K
Core Bond
ESG Fund
  AMG GW&K
Emerging Markets
Equity Fund
  AMG GW&K
Emerging Wealth
Equity Fund
  AMG GW&K
Small/Mid Cap
Growth Fund
 

Investment Income:

       
 

Dividend income

          $401,823       $888,590       $206,270  
 

Interest income

    $4,824,704       21,939       46,708       52,538  
 

Securities lending income

    7,246       1,845       921       2,602  
 

Foreign withholding tax

          (53,841     (68,687      
 

Total investment income

    4,831,950       371,766       867,532       261,410  
 

Expenses:

       
 

Investment advisory and management fees

    422,900       117,341       453,810       223,958  
 

Administrative fees

    211,450       32,002       123,766       54,184  
 

Distribution fees - Class N

    4,974       637       1,428       55,058  
 

Shareholder servicing fees - Class N

    2,984       383       856        
 

Shareholder servicing fees - Class I

    101,327       11,128       45,843       3,730  
 

Professional fees

    58,550       53,116       53,397       28,798  
 

Reports to shareholders

    43,559       6,890       21,038       10,831  
 

Registration fees

    31,466       12,605       33,213       24,909  
 

Custodian fees

    28,340       60,661       64,059       22,035  
 

Transfer agent fees

    16,532       1,336       3,008       7,512  
 

Trustee fees and expenses

    9,835       1,292       5,607       2,467  
 

Interest expense

          108       386        
 

Miscellaneous

    10,096       3,347       5,782       3,895  
 

Repayment of prior reimbursements

                11,356        
 

Total expenses before offsets

    942,013       300,846       823,549       437,377  
 

Expense reimbursements

    (156,088     (102,622     (31,418     (82,386
 

Expense reductions

                      (2,983
 

Net expenses

    785,925       198,224       792,131       352,008  
         
 

Net investment income (loss)

    4,046,025       173,542       75,401       (90,598
 

Net Realized and Unrealized Gain (Loss):

       
 

Net realized gain (loss) on investments

    (5,580,179     711,815       2,362,112       (174,467
 

Net realized loss on foreign currency transactions

          (10,987     (24,031      
 

Net change in unrealized appreciation/depreciation on investments

    2,763,863       1,660,068       8,906,080       436,818  
 

Net change in unrealized appreciation/depreciation on foreign currency translations

          1,376       (37,166      
 

Net realized and unrealized gain (loss)

    (2,816,316     2,362,272       11,206,995       262,351  
         
 

Net increase in net assets resulting from operations

    $1,229,709       $2,535,814       $11,282,396       $171,753  

 

 

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

34


Table of Contents
    

 

    

Statements of Changes in Net Assets

For the fiscal years ended October 31,

 

   

    

 

     

 

 

 

   AMG GW&K
Core Bond ESG Fund
    AMG GW&K
Emerging Markets
Equity Fund
 
 

 

   2023     2022     2023     2022  
 

Increase (Decrease) in Net Assets Resulting From Operations:

        
 

Net investment income

     $4,046,025       $3,058,570       $173,542       $373,577  
 

Net realized gain (loss) on investments

     (5,580,179     (3,645,263     700,828       (4,979,831
 

Net change in unrealized appreciation/depreciation on investments

     2,763,863       (30,052,410     1,661,444       (11,629,398
 

Net increase (decrease) in net assets resulting from operations

     1,229,709       (30,639,103     2,535,814       (16,235,652
 

Distributions to Shareholders:

        
 

Class N

     (51,357     (76,235     (8,907     (2,402
 

Class I

     (3,948,393     (7,327,695     (449,110     (249,212
 

Class Z

     (47,130     (112,920     (413,188     (382,214
 

Total distributions to shareholders

     (4,046,880     (7,516,850     (871,205     (633,828
 

Capital Share Transactions:1

        
 

Net increase (decrease) from capital share transactions

     (16,492,501     (16,283,055     2,058,203       (25,653,747
 
          
 

Total increase (decrease) in net assets

     (19,309,672     (54,439,008     3,722,812       (42,523,227
 

Net Assets:

        
 

Beginning of year

     141,716,577       196,155,585       16,110,190       58,633,417  
 

End of year

     $122,406,905       $141,716,577       $19,833,002       $16,110,190  

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

 

 

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

35


Table of Contents
    

 

    

Statements of Changes in Net Assets (continued)

For the fiscal years ended October 31,

 

   

    

 

     

 

 

 

   AMG GW&K
Emerging Wealth
Equity Fund
    AMG GW&K
Small/Mid Cap
Growth Fund
 
 

 

   2023     2022     2023     2022  
 

Increase (Decrease) in Net Assets Resulting From Operations:

        
 

Net investment income (loss)

     $75,401       $(99,452     $(90,598     $(187,651
 

Net realized gain (loss) on investments

     2,338,081       (25,435,619     (174,467     687,666  
 

Net change in unrealized appreciation/depreciation on investments

     8,868,914       (37,885,410     436,818       (10,773,348
 

Net increase (decrease) in net assets resulting from operations

     11,282,396       (63,420,481     171,753       (10,273,333
 

Distributions to Shareholders:

        
 

Class N

           (10,519     (496,550      
 

Class I

           (417,335     (126,577      
 

Class Z

           (1,915,232     (448      
 

Total distributions to shareholders

           (2,343,086     (623,575      
 

Capital Share Transactions:1

        
 

Net increase (decrease) from capital share transactions

     (20,109,514     (87,822,351     3,611,251       (2,280,329
 
          
 

Total increase (decrease) in net assets

     (8,827,118     (153,585,918     3,159,429       (12,553,662
 

Net Assets:

        
 

Beginning of year

     72,123,665       225,709,583       31,545,156       44,098,818  
 

End of year

     $63,296,547       $72,123,665       $34,704,585       $31,545,156  

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

 

 

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

36


Table of Contents
    

 

AMG GW&K Core Bond ESG Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class N      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $8.56        $10.75        $10.90        $10.53        $9.67  
 

Income (loss) from Investment Operations:

              
 

Net investment income1,2

     0.23        0.14        0.12        0.18        0.21  
 

Net realized and unrealized gain (loss) on investments

     (0.23      (1.93      (0.15      0.37        0.86  
 

Total income (loss) from investment operations

            (1.79      (0.03      0.55        1.07  
 

Less Distributions to Shareholders from:

              
 

Net investment income

     (0.23      (0.15      (0.12      (0.18      (0.21
 

Net realized gain on investments

            (0.25                     
 

Total distributions to shareholders

     (0.23      (0.40      (0.12      (0.18      (0.21
 

Net Asset Value, End of Year

     $8.33        $8.56        $10.75        $10.90        $10.53  
 

Total Return2,3

     (0.15 )%       (17.18 )%       (0.27 )%       5.31      11.20
 

Ratio of net expenses to average net assets

     0.88      0.88      0.88      0.88      0.88
 

Ratio of gross expenses to average net assets4

     0.99      0.95      0.94      0.96      0.95
 

Ratio of net investment income to average net assets2

     2.55      1.49      1.12      1.69      2.10
 

Portfolio turnover

     25      34      62      56      48
 

Net assets end of year (000’s) omitted

     $1,937        $1,716        $2,125        $1,905        $1,255  
                                              

 

 

37


Table of Contents
    

 

AMG GW&K Core Bond ESG Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class I      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $8.56        $10.76        $10.90        $10.54        $9.67  
 

Income (loss) from Investment Operations:

              
 

Net investment income1,2

     0.25        0.18        0.16        0.22        0.24  
 

Net realized and unrealized gain (loss) on investments

     (0.21      (1.95      (0.14      0.36        0.88  
 

Total income (loss) from investment operations

     0.04        (1.77      0.02        0.58        1.12  
 

Less Distributions to Shareholders from:

              
 

Net investment income

     (0.26      (0.18      (0.16      (0.22      (0.25
 

Net realized gain on investments

            (0.25                     
 

Total distributions to shareholders

     (0.26      (0.43      (0.16      (0.22      (0.25
 

Net Asset Value, End of Year

     $8.34        $8.56        $10.76        $10.90        $10.54  
 

Total Return2,3

     0.30      (16.99 )%       0.15      5.55      11.70
 

Ratio of net expenses to average net assets

     0.55      0.55      0.56      0.55      0.55
 

Ratio of gross expenses to average net assets4

     0.66      0.62      0.62      0.63      0.62
 

Ratio of net investment income to average net assets2

     2.88      1.82      1.44      2.01      2.42
 

Portfolio turnover

     25      34      62      56      48
 

Net assets end of year (000’s) omitted

     $119,191        $137,806        $190,306        $202,363        $212,801  
                                              

 

 

38


Table of Contents
    

 

AMG GW&K Core Bond ESG Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class Z      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $8.56        $10.75        $10.90        $10.53        $9.67  
 

Income (loss) from Investment Operations:

              
 

Net investment income1,2

     0.26        0.18        0.16        0.22        0.25  
 

Net realized and unrealized gain (loss) on investments

     (0.23      (1.94      (0.15      0.38        0.87  
 

Total income (loss) from investment operations

     0.03        (1.76      0.01        0.60        1.12  
 

Less Distributions to Shareholders from:

              
 

Net investment income

     (0.26      (0.18      (0.16      (0.23      (0.26
 

Net realized gain on investments

            (0.25                     
 

Total distributions to shareholders

     (0.26      (0.43      (0.16      (0.23      (0.26
 

Net Asset Value, End of Year

     $8.33        $8.56        $10.75        $10.90        $10.53  
 

Total Return2,3

     0.25      (16.85 )%       0.13      5.73      11.71
 

Ratio of net expenses to average net assets

     0.48      0.48      0.48      0.48      0.48
 

Ratio of gross expenses to average net assets4

     0.59      0.55      0.54      0.56      0.55
 

Ratio of net investment income to average net assets2

     2.95      1.89      1.52      2.09      2.50
 

Portfolio turnover

     25      34      62      56      48
 

Net assets end of year (000’s) omitted

     $1,279        $2,195        $3,724        $3,812        $3,208  
                                              

 

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 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

4 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

 

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Table of Contents
    

 

AMG GW&K Emerging Markets Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class N      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $6.91        $10.30        $9.73        $9.52        $8.61  
 

Income (loss) from Investment Operations:

              
 

Net investment income1,2

     0.04        0.04        0.02        0.01        0.14  
 

Net realized and unrealized gain (loss) on investments

     1.07        (3.37      0.96        0.70        1.04  
 

Total income (loss) from investment operations

     1.11        (3.33      0.98        0.71        1.18  
 

Less Distributions to Shareholders from:

              
 

Net investment income

     (0.34      (0.02      (0.07      (0.06      (0.17
 

Net realized gain on investments

            (0.04      (0.34      (0.44      (0.10
 

Total distributions to shareholders

     (0.34      (0.06      (0.41      (0.50      (0.27
 

Net Asset Value, End of Year

     $7.68        $6.91        $10.30        $9.73        $9.52  
 

Total Return2,3

     15.96      (32.50 )%       9.85      7.55      13.94
 

Ratio of net expenses to average net assets

     1.27      1.29 %4       1.27 %5       1.34      1.30
 

Ratio of gross expenses to average net assets6

     1.75      1.46      1.37 %5       1.52      1.30
 

Ratio of net investment income to average net assets2

     0.47      0.47      0.20      0.13      1.52
 

Portfolio turnover

     34      46      36      40      123
 

Net assets end of year (000’s) omitted

     $221        $180        $414        $412        $520  
                                              

 

 

40


Table of Contents
    

 

AMG GW&K Emerging Markets Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class I      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $6.84        $10.21        $9.69        $9.48        $8.60  
 

Income (loss) from Investment Operations:

              
 

Net investment income1,2

     0.06        0.07        0.06        0.04        0.17  
 

Net realized and unrealized gain (loss) on investments

     1.06        (3.33      0.95        0.69        1.04  
 

Total income (loss) from investment operations

     1.12        (3.26      1.01        0.73        1.21  
 

Less Distributions to Shareholders from:

              
 

Net investment income

     (0.37      (0.07      (0.15      (0.08      (0.23
 

Net realized gain on investments

            (0.04      (0.34      (0.44      (0.10
 

Total distributions to shareholders

     (0.37      (0.11      (0.49      (0.52      (0.33
 

Net Asset Value, End of Year

     $7.59        $6.84        $10.21        $9.69        $9.48  
 

Total Return2,3

     16.28      (32.28 )%       10.13      7.91      14.34
 

Ratio of net expenses to average net assets

     0.96      0.99 %4       0.95 %5       1.01      0.97
 

Ratio of gross expenses to average net assets6

     1.44      1.16      1.05 %5       1.19      0.97
 

Ratio of net investment income to average net assets2

     0.78      0.77      0.52      0.47      1.85
 

Portfolio turnover

     34      46      36      40      123
 

Net assets end of year (000’s) omitted

     $11,902        $8,520        $24,571        $19,251        $24,100  
                                              

 

 

41


Table of Contents
    

 

AMG GW&K Emerging Markets Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class Z      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $6.80        $10.15        $9.64        $9.43        $8.56  
 

Income (loss) from Investment Operations:

              
 

Net investment income1,2

     0.07        0.08        0.07        0.05        0.18  
 

Net realized and unrealized gain (loss) on investments

     1.06        (3.31      0.93        0.69        1.02  
 

Total income (loss) from investment operations

     1.13        (3.23      1.00        0.74        1.20  
 

Less Distributions to Shareholders from:

              
 

Net investment income

     (0.38      (0.08      (0.15      (0.09      (0.23
 

Net realized gain on investments

            (0.04      (0.34      (0.44      (0.10
 

Total distributions to shareholders

     (0.38      (0.12      (0.49      (0.53      (0.33
 

Net Asset Value, End of Year

     $7.55        $6.80        $10.15        $9.64        $9.43  
 

Total Return2,3

     16.56      (32.20 )%       10.15      8.01      14.39
 

Ratio of net expenses to average net assets

     0.87      0.89 %4       0.87 %5       0.94      0.90
 

Ratio of gross expenses to average net assets6

     1.35      1.06      0.97 %5       1.12      0.90
 

Ratio of net investment income to average net assets2

     0.87      0.87      0.60      0.53      1.92
 

Portfolio turnover

     34      46      36      40      123
 

Net assets end of year (000’s) omitted

     $7,710        $7,410        $33,648        $24,191        $31,727  
                                              

 

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 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

4 

Includes interest expense of 0.02% related to participation in the interfund lending program.

 

5 

Such ratio includes recapture of waived/reimbursed fees from a prior period amounting to 0.01% for the fiscal year ended October 31, 2021.

 

6 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

 

42


Table of Contents
    

 

AMG GW&K Emerging Wealth Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class N      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $8.76        $13.41        $13.28        $11.93        $10.38  
 

Income (loss) from Investment Operations:

              
 

Net investment income (loss)1,2

     (0.03      (0.05      (0.09      (0.04      0.10  
 

Net realized and unrealized gain (loss) on investments

     1.29        (4.45      0.22        1.72        1.95  
 

Total income (loss) from investment operations

     1.26        (4.50      0.13        1.68        2.05  
 

Less Distributions to Shareholders from:

              
 

Net investment income

                          (0.06      (0.06
 

Net realized gain on investments

            (0.15             (0.27      (0.44
 

Total distributions to shareholders

            (0.15             (0.33      (0.50
 

Net Asset Value, End of Year

     $10.02        $8.76        $13.41        $13.28        $11.93  
 

Total Return2,3

     14.50      (33.89 )%       0.98      14.37      20.82
 

Ratio of net expenses to average net assets

     1.30      1.30 %4       1.22      1.26      1.37 %5 
 

Ratio of gross expenses to average net assets6

     1.33      1.31      1.22      1.26      1.37 %5 
 

Ratio of net investment income (loss) to average net assets2

     (0.25 )%       (0.43 )%       (0.59 )%       (0.35 )%       0.93
 

Portfolio turnover

     27      63      57      37      40
 

Net assets end of year (000’s) omitted

     $377        $330        $967        $1,716        $2,007  
                                              

 

 

43


Table of Contents
    

 

AMG GW&K Emerging Wealth Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class I      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $8.88        $13.55        $13.38        $12.03        $10.44  
 

Income (loss) from Investment Operations:

              
 

Net investment income (loss)1,2

     0.01        (0.01      (0.05      (0.01      0.14  
 

Net realized and unrealized gain (loss) on investments

     1.30        (4.51      0.22        1.73        1.96  
 

Total income (loss) from investment operations

     1.31        (4.52      0.17        1.72        2.10  
 

Less Distributions to Shareholders from:

              
 

Net investment income

                          (0.10      (0.07
 

Net realized gain on investments

            (0.15             (0.27      (0.44
 

Total distributions to shareholders

            (0.15             (0.37      (0.51
 

Net Asset Value, End of Year

     $10.19        $8.88        $13.55        $13.38        $12.03  
 

Total Return2,3

     14.75      (33.68 )%       1.27      14.63      21.15
 

Ratio of net expenses to average net assets

     0.99      1.00 %4       0.93      0.97      1.08 %5 
 

Ratio of gross expenses to average net assets6

     1.02      1.01      0.93      0.97      1.08 %5 
 

Ratio of net investment income (loss) to average net assets2

     0.06      (0.13 )%       (0.30 )%       (0.06 )%       1.22
 

Portfolio turnover

     27      63      57      37      40
 

Net assets end of year (000’s) omitted

     $43,483        $39,367        $41,453        $22,813        $6,328  
                                              

 

 

44


Table of Contents
    

 

AMG GW&K Emerging Wealth Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class Z      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $8.87        $13.52        $13.34        $11.99        $10.41  
 

Income (loss) from Investment Operations:

              
 

Net investment income (loss)1,2

     0.02        (0.00 )7       (0.03      0.01        0.15  
 

Net realized and unrealized gain (loss) on investments

     1.30        (4.50      0.21        1.72        1.96  
 

Total income (loss) from investment operations

     1.32        (4.50      0.18        1.73        2.11  
 

Less Distributions to Shareholders from:

              
 

Net investment income

                   (0.00 )7       (0.11      (0.09
 

Net realized gain on investments

            (0.15             (0.27      (0.44
 

Total distributions to shareholders

            (0.15      (0.00 )7       (0.38      (0.53
 

Net Asset Value, End of Year

     $10.19        $8.87        $13.52        $13.34        $11.99  
 

Total Return2,3

     14.88      (33.61 )%       1.37      14.75      21.34
 

Ratio of net expenses to average net assets

     0.90      0.90 %4       0.82      0.86      0.97 %5 
 

Ratio of gross expenses to average net assets6

     0.93      0.91      0.82      0.86      0.97 %5 
 

Ratio of net investment income (loss) to average net assets2

     0.15      (0.03 )%       (0.19 )%       0.05      1.33
 

Portfolio turnover

     27      63      57      37      40
 

Net assets end of year (000’s) omitted

     $19,437        $32,427        $183,290        $185,755        $105,069  
                                              

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

4 

Includes interest expense of less than 0.01% related to participation in the interfund lending program.

 

5 

Such ratio includes recapture of waived/reimbursed fees from a prior period amounting to 0.02% for the fiscal year ended October 31, 2019.

 

6 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

7 

Less than $(0.005) per share.

 

 

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Table of Contents
    

 

AMG GW&K Small/Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class N      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $13.45        $17.67        $21.14        $17.02        $16.90  
 

Income (loss) from Investment Operations:

              
 

Net investment loss1,2

     (0.04      (0.08      (0.17      (0.17      (0.08
 

Net realized and unrealized gain (loss) on investments

     0.19        (4.14      7.74        4.29        0.20  
 

Total income (loss) from investment operations

     0.15        (4.22      7.57        4.12        0.12  
 

Less Distributions to Shareholders from:

              
 

Net realized gain on investments

     (0.27             (10.55              
 

Paid in capital

                   (0.49              
 

Total distributions to shareholders

     (0.27             (11.04              
 

Net Asset Value, End of Year

     $13.33        $13.45        $17.67        $21.14        $17.02  
 

Total Return2,3

     1.12      (23.88 )%4       46.66      24.27      0.71
 

Ratio of net expenses to average net assets5

     1.00      1.00      1.17      1.29 %6       1.30
 

Ratio of gross expenses to average net assets7

     1.24      1.25      1.42      1.60      1.47
 

Ratio of net investment loss to average net assets2

     (0.28 )%       (0.56 )%       (0.91 )%       (0.92 )%       (0.48 )% 
 

Portfolio turnover

     25      23      158      126      138
 

Net assets end of year (000’s) omitted

     $27,120        $24,994        $37,471        $28,908        $30,717  
                                              

 

 

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Table of Contents
    

 

AMG GW&K Small/Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

 

   

    

 

     

 

 

      For the fiscal years ended October 31,  
 
 Class I      2023        2022        2021        2020        2019  
 

Net Asset Value, Beginning of Year

     $14.01        $18.39        $21.60        $17.35        $17.20  
 

Income (loss) from Investment Operations:

              
 

Net investment loss1,2

     (0.02      (0.06      (0.15      (0.14      (0.05
 

Net realized and unrealized gain (loss) on investments

     0.21        (4.32      7.98        4.39        0.20  
 

Total income (loss) from investment operations

     0.19        (4.38      7.83        4.25        0.15  
 

Less Distributions to Shareholders from:

              
 

Net realized gain on investments

     (0.27             (10.55              
 

Paid in capital

                   (0.49              
 

Total distributions to shareholders

     (0.27             (11.04              
 

Net Asset Value, End of Year

     $13.93        $14.01        $18.39        $21.60        $17.35  
 

Total Return2,3

     1.36      (23.82 )%4       46.94      24.48      0.93
 

Ratio of net expenses to average net assets5

     0.86      0.86      1.02      1.10 %6       1.10
 

Ratio of gross expenses to average net assets7

     1.10      1.11      1.27      1.41      1.27
 

Ratio of net investment loss to average net assets2

     (0.14 )%       (0.42 )%       (0.76 )%       (0.73 )%       (0.28 )% 
 

Portfolio turnover

     25      23      158      126      138
 

Net assets end of year (000’s) omitted

     $7,561        $6,540        $6,612        $6,483        $14,608  
                                              

 

 

47


Table of Contents
    

 

AMG GW&K Small/Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period

 

 

   

    

 

     

 

 

     

For the fiscal

year ended
October 31,

     For the fiscal
period ended
October 31,
 
 Class Z      2023        2022        20218    
 

Net Asset Value, Beginning of Period

     $14.02        $18.39        $17.84  
 

Income (loss) from Investment Operations:

        
 

Net investment loss1,2

     (0.01      (0.06      (0.01
 

Net realized and unrealized gain (loss) on investments

     0.21        (4.31      0.56  
 

Total income (loss) from investment operations

     0.20        (4.37      0.55  
 

Less Distributions to Shareholders from:

        
 

Net realized gain on investments

     (0.27              
 

Net Asset Value, End of Period

     $13.95        $14.02        $18.39  
 

Total Return2,3

     1.43      (23.76 )%4       3.08 %9 
 

Ratio of net expenses to average net assets10

     0.81      0.81      0.82 %11 
 

Ratio of gross expenses to average net assets7

     1.05      1.06      1.13 %11 
 

Ratio of net investment loss to average net assets2

     (0.09 )%       (0.37 )%       (0.49 )%11 
 

Portfolio turnover

     25      23      158
 

Net assets end of period (000’s) omitted

     $24        $12        $15  
                            

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

4 

Includes a non-recurring securities litigation gain. Had the Fund not received the payment total return would have been (24.68%), (24.53%) and (24.53%) for Class N, Class I and Class Z respectively.

 

5 

Includes reduction from broker recapture amounting to 0.01%, 0.01%, less than 0.01%, 0.01% and less than 0.01% for the fiscal years ended 2023, 2022, 2021, 2020 and 2019, respectively.

 

6 

Includes interest expense of less than 0.01% related to participation in the interfund lending program.

 

7 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

8 

Commencement of operations was on August 31, 2021.

 

9 

Not annualized.

 

10 

Includes reduction from broker recapture amounting to 0.01% and 0.01% for the fiscal years ended 2023 and 2022, respectively, and less than 0.01% for the fiscal period ended October 31, 2021.

 

11 

Annualized.

 

 

48


Table of Contents
    

 

    

Notes to Financial Statements

October 31, 2023

 

   

    

 

     

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds, AMG Funds I and AMG Funds IV (the “Trusts”) are open-end management investment companies. AMG Funds and AMG Funds I are organized as Massachusetts business trusts, while AMG Funds IV is organized as a Delaware Statutory Trust. The Trusts are 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 I: AMG GW&K Core Bond ESG Fund (“Core Bond ESG”), AMG Funds: AMG GW&K Emerging Markets Equity Fund (“Emerging Markets Equity”) and AMG GW&K Emerging Wealth Equity Fund (“Emerging Wealth Equity”) and AMG Funds IV: AMG GW&K Small/Mid Cap Growth Fund (“Small/Mid Cap Growth”), each a “Fund” and collectively, the “Funds”.

Each Fund offers Class N, 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 have different net asset values per share to the extent the share classes pay different distribution amounts 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.

Market prices of investments held by the Funds may fall rapidly or unpredictably due to a variety of economic or political factors, market conditions, disasters or public health issues, or in response to events that affect particular industries or companies.

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. Equity securities held by the Funds that are traded in the over-the-counter market (other than NMS securities) are valued at the bid price. Foreign equity securities (securities principally traded in markets other than U.S. markets) held by the Funds 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 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.

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 registered 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. Pursuant to Rule 2a-5 under the 1940 Act, the Funds’ Boards of Trustees (the “Board”) designated AMG Funds LLC (the “Investment Manager”) as the Funds’ Valuation Designee to perform the Funds’ fair value determinations. Such determinations are subject to Board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Investment Manager’s fair value determinations.

Under certain circumstances, the value of certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by the Investment Manager and under the general supervision of the Board. The Funds 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 Funds’ valuation procedures, if the Investment Manager 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 Investment Manager seeks to determine the price that the Funds 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 quarterly reports, as of the most recent quarter end, summarizing all fair value activity, material fair value matters that occurred during the quarter, and all outstanding securities fair valued by the Funds. Additionally, the Board will be presented with an annual report that assesses the adequacy and effectiveness of the Investment Manager’s process for determining the fair value of the Funds’ investments.

With respect to foreign equity securities and certain foreign fixed income securities, securities held in the Funds 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

 

 

 

49


Table of Contents
    

 

    

    

Notes to Financial Statements (continued)

 

   

    

 

     

 

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, 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.

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 Funds become 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 the issuer, 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 or funds within the AMG Funds Family of 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.

Small/Mid Cap Growth 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 fiscal year ended October 31, 2023, the impact on the expenses and expense ratios was $2,983 or 0.01%.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from net investment income will normally be declared and paid monthly for Core Bond ESG and annually for Emerging Markets Equity, Emerging Wealth Equity and Small/Mid Cap Growth. Realized net capital gains distributions, if any, will normally be declared and paid at least annually in December. 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 net operating losses for Small/Mid Cap Growth. There were no permanent differences during the year for Core Bond ESG, Emerging Markets Equity, and Emerging Wealth Equity. Temporary differences are primarily due to mark to market on passive foreign investment companies for Emerging Markets Equity and Emerging Wealth Equity. Temporary differences for Small/Mid Cap Growth are due to qualified late-year ordinary loss deferrals. Temporary differences for Emerging Markets Equity are due to cost adjustments on dividend income received from spinoffs. In addition, temporary differences for each Fund are due to wash sale loss deferrals.

 

 

The tax character of distributions paid during the fiscal years ended October 31, 2023 and October 31, 2022 was as follows:

 

    

Core Bond ESG

 

    

Emerging Markets Equity

 

 
  Distributions paid from:        2023              2022              2023              2022      

  Ordinary income *

     $4,046,880        $3,496,989        $871,205        $422,590  

  Long-term capital gains

            4,019,861               211,238  
  

 

 

    

 

 

    

 

 

    

 

 

 
             $4,046,880                $7,516,850                $871,205                $633,828  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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Table of Contents
    

 

    

    

Notes to Financial Statements (continued)

 

   

    

 

     

 

    

Emerging Wealth Equity

 

    

Small/Mid Cap Growth

 

 
 Distributions paid from:    2023      2022      2023      2022  

 Ordinary income *

                           

 Long-term capital gains

            $2,343,086        $623,575         
  

 

 

    

 

 

    

 

 

    

 

 

 
                     —                $2,343,086                $623,575                        —  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

For tax purposes, short-term capital gain distributions, if any, are considered ordinary income distributions.

As of October 31, 2023, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

   

Core Bond ESG

 

   

Emerging Markets Equity

 

   

Emerging Wealth Equity

 

   

Small/Mid Cap Growth

 

 

 Capital loss carryforward

            $9,150,522               $5,405,453               $23,078,345               $197,289  

 Undistributed ordinary income

    38,819       388,869       428,257        

 Late-year ordinary loss deferral

                      79,917  

At October 31, 2023, the cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

 Fund

 

  

Cost

 

    

Appreciation

 

    

Depreciation

 

   

Net Appreciation
(Depreciation)

 

 

 Core Bond ESG

     $146,579,424               $(23,050,304     $(23,050,304

 Emerging Markets Equity

     17,650,469        $4,063,056        (1,861,921     2,201,135  

 Emerging Wealth Equity

     66,873,501        11,040,632        (12,252,860     (1,212,228

 Small/Mid Cap Growth

     38,412,843        2,842,929        (6,058,529     (3,215,600

 

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, and 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. The Investment Manager has analyzed the Funds’ tax positions taken on federal income tax returns as of October 31, 2023, 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, the Investment Manager is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefit/detriment will change materially in the next twelve months.

Furthermore, 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.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of October 31, 2023, the Funds had capital loss carryovers for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.

 

 Fund

 

  

Short-Term

 

    

Long-Term

 

    

Total

 

 

 Core Bond ESG

     $2,928,115        $6,222,407        $9,150,522  

 Emerging Markets Equity

     5,392,068        13,385        5,405,453  

 Emerging Wealth Equity

     23,078,345               23,078,345  

 Small/Mid Cap Growth

     114,926        82,363        197,289  

For the fiscal year ended October 31, 2023, the following Funds utilized capital loss carryovers in the amount of:

 

    

Capital Loss Carryover Utilized

 

 

 Fund

 

  

    Short-Term    

 

    

    Long-Term    

 

 

 Emerging Market Equity

            $456,581  

 Emerging Wealth Equity

     $2,006,337         
 

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

g. CAPITAL STOCK

Each Trust’s Amended and Restated Agreement and Declaration of Trust or Trust Instrument, as applicable, 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.

For the fiscal years ended October 31, 2023 and October 31, 2022, the capital stock transactions by class for the Funds were as follows:

 

    Core Bond ESG           Emerging Markets Equity  
    October 31, 2023           October 31, 2022           October 31, 2023           October 31, 2022  
    Shares     Amount           Shares     Amount           Shares     Amount           Shares     Amount  

 Class N:

 

                     

 Shares sold

    38,736       $343,128         22,776       $217,694         7,865       $67,159         4,865       $42,095  

 Shares issued in reinvestment of distributions

    5,818       51,356         7,601       76,235         1,148       8,907         247       2,401  

 Shares redeemed

    (12,581     (108,577       (27,512     (279,182       (6,375     (52,426       (19,283     (154,135
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 Net increase (decrease)

    31,973       $285,907         2,865       $14,747         2,638       $23,640         (14,171     $(109,639
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 Class I:

 

                     

 Shares sold

    1,161,567       $10,219,195         1,103,881       $10,593,164         528,767       $4,259,448         1,148,293       $10,979,868  

 Shares issued in reinvestment of distributions

    428,813       3,793,245         700,717       7,022,680         55,983       428,270         9,086       87,225  

 Shares redeemed

    (3,389,263     (29,861,655       (3,401,399     (32,959,317       (263,743     (2,125,064       (2,318,478     (18,580,334
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 Net increase (decrease)

    (1,798,883     $(15,849,215       (1,596,801     $(15,343,473       321,007       $2,562,654         (1,161,099     $(7,513,241
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 Class Z:

 

                     

 Shares sold

    21,349       $186,192         14,006       $139,190         201,969       $1,658,566         52,545       $454,281  

 Shares issued in reinvestment of distributions

    5,322       47,130         11,298       112,920         54,430       413,125         40,063       382,197  

 Shares redeemed

    (129,774     (1,162,515       (115,151     (1,206,439       (324,565     (2,599,782       (2,316,286     (18,867,345
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 Net decrease

    (103,103     $(929,193       (89,847     $(954,329       (68,166     $(528,091       (2,223,678     $(18,030,867
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 

    Emerging Wealth Equity           Small/Mid Cap Growth  
    October 31, 2023           October 31, 2022           October 31, 2023           October 31, 2022  
    Shares     Amount           Shares     Amount           Shares     Amount           Shares     Amount  

 Class N:

 

                     

 Shares sold

    21,984       $246,945         3,331       $38,813         437,431       $6,245,304         50,329       $758,167  

 Shares issued in reinvestment of distributions

                  832       10,519         36,604       484,632                

 Shares redeemed

    (21,964     (245,553       (38,704     (443,345       (298,744     (4,248,267       (311,956     (4,746,914
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 Net increase (decrease)

    20       $1,392         (34,541     $(394,013       175,291       $2,481,669         (261,627     $(3,988,747
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 Class I:

 

                     

Shares sold

    1,114,445       $13,014,443         4,020,886       $51,172,610         122,572       $1,800,280         168,904       $2,592,371  

 Shares issued in reinvestment of distributions

                  32,510       415,801         8,963       123,780                

 Shares redeemed

    (1,280,358     (13,821,248       (2,679,906     (30,270,347       (55,284     (806,677       (61,724     (883,953
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 Net increase (decrease)

    (165,913     $(806,805       1,373,490       $21,318,064         76,251       $1,117,383         107,180       $1,708,418  
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 Class Z:

 

                     

 Shares sold

    23,279       $273,569         574,616       $7,156,896         829       $11,751                

 Shares issued in reinvestment of distributions

                  8,097       103,399         32       448                

 Shares redeemed

    (1,770,412     (19,577,670       (10,481,116     (116,006,697                            
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 Net increase (decrease)

    (1,747,133     $(19,304,101       (9,898,403     $(108,746,402       861       $12,199                
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

At October 31, 2023, certain affiliated and unaffiliated shareholders of record individually or collectively held greater than 5% of the net assets of the Funds as follows: Emerging Markets Equity - two own 19%. 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 and bilateral repurchase agreements for temporary cash management purposes and for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Securities Lending 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 their share of the underlying collateral under such joint repurchase agreements and in their share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held 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 Securities Lending Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At October 31, 2023, the market value of Repurchase Agreements outstanding for Core Bond ESG, Emerging Markets Equity, Emerging Wealth Equity and Small/Mid Cap Growth were $5,340,228, $359,052, $0 and $1,689,168, 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 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.

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. wealth platform 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 and recommends, subject to the approval of the Board and, in certain circumstances, shareholders, the Funds’ subadviser and monitors the 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. For the fiscal year ended October 31, 2023, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

 

Core Bond ESG

     0.30

Emerging Markets Equity

     0.55

Emerging Wealth Equity

     0.55

Small/Mid Cap Growth

     0.62

The fee paid to GW&K for its services as subadviser is paid out of the fee the Investment Manager receives from each Fund and does not increase the expenses of each Fund.

The Investment Manager has contractually agreed, through at least March 1, 2024, to waive management fees and/or pay 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, and in connection with securities sold short), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, dividends payable with respect to securities sold short, acquired fund fees and expenses and extraordinary expenses) of Core Bond ESG, Emerging Markets Equity, Emerging Wealth Equity, and Small/Mid Cap Growth to 0.48%, 0.87%, 0.90%, and 0.82%, respectively, of each Fund’s average daily net assets (this annual rate or such other annual rate that may be in effect from time to time, the “Expense Cap”), subject to later reimbursement by the Funds in certain circumstances.

In general, for a period of up to 36 months after the date any amounts are paid, waived or reimbursed by the Investment Manager, the Investment Manager may recover such amounts from a Fund, 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 either (i) the Expense Cap in effect at the time such amounts were paid, waived or reimbursed, or (ii) the Expense Cap in effect at the time of such repayment by the Fund.

The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of a Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of a 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 a Fund.

For the fiscal year ended October 31, 2023, the Investment Manager’s expense reimbursements, and repayments of prior reimbursements by the Funds to the Investment Manager, if any, are as follows:

 

 

 

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     Expense
Reimbursements
   Repayment of
Prior Reimbursements

Core Bond ESG

   $156,088    — 

Emerging Markets Equity

   102,622    — 

Emerging Wealth Equity

   31,418    $11,356

Small/Mid Cap Growth

   82,386    — 

At October 31, 2023, the Funds’ expiration of reimbursements subject to recoupment is as follows:

 

Expiration

Period

   Core Bond ESG      Emerging Markets Equity  

Less than 1 year

     $129,634         $58,087   

1-2 years

     121,994         77,630   

2-3 years

     156,088         102,622   
  

 

 

    

 

 

 

Total

     $407,716         $238,339   
  

 

 

    

 

 

 
Expiration
Period
   Emerging Wealth Equity      Small/Mid Cap Growth  

Less than 1 year

     —         $103,778   

1-2 years

     —         89,139   

2-3 years

     $31,418         82,386   
  

 

 

    

 

 

 

Total

     $31,418         $275,303   
  

 

 

    

 

 

 

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 certain aspects of managing the Funds’ operations, including administration and shareholder services to each Fund. 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.

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 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 up to 0.25% annually of each Fund’s average daily net assets attributable to the Class N shares. For Small/Mid

Cap Growth, the Plan is characterized as a reimbursement plan and is directly tied to expenses incurred by the Distributor; the payments the Distributor receives during any year may not exceed its actual expenses. The impact on the Class N annualized expense ratios for the fiscal year ended October 31, 2023, was 0.25% for Core Bond ESG, Emerging Markets Equity, and Emerging Wealth Equity and 0.19% for Small/Mid Cap Growth.

For Class N of Core Bond ESG, Emerging Markets Equity and Emerging Wealth Equity and for each of the 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 financial intermediaries, 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 fiscal year ended October 31, 2023, was as follows:

 

Fund    Maximum Annual
Amount
Approved
     Actual    
Amount    
Incurred    
 

Core Bond ESG

     

Class N

     0.15%        0.15%      

Class I

     0.10%        0.07%      

Emerging Markets Equity

     

Class N

     0.15%        0.15%      

Class I

     0.15%        0.09%      

Emerging Wealth Equity

     

Class N

     0.15%        0.15%      

Class I

     0.15%        0.09%      

Small/Mid Cap Growth

     

Class I

     0.05%        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 the 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. On October 10, 2023, the shareholders of the Trusts elected Trustees, including two new Trustees who are not “interested persons” of the Funds within the meaning of the 1940 Act. 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 certain eligible funds in the AMG Funds Family 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

 

 

 

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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. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and interest expense, respectively. At October 31, 2023, Emerging Wealth Equity had an interfund loan payable outstanding of $2,273,250.

The following Funds utilized the interfund loan program during the fiscal year ended October 31, 2023 as follows:

 

Fund    Average
Lent
     Number
of Days
     Interest
Earned
     Average
Interest Rate
 

Core Bond ESG

     $2,092,995        7        $1,887        4.702%  

Emerging Markets Equity

     379,215        1        54        5.200%  

Small/Mid Cap Growth

     14,036        5        11        5.965%  
Fund    Average
Borrowed
     Number
of Days
     Interest
Paid
     Average
Interest Rate
 

Emerging Markets Equity

     $707,027        1        $108        5.585%  

Emerging Wealth Equity

     2,273,250        1        386        6.205%  

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the fiscal year ended October 31, 2023, were as follows:

 

     Long Term Securities  
Fund    Purchases      Sales  

Core Bond ESG

   $ 17,119,052      $ 24,309,316  

Emerging Markets Equity

     8,204,641        6,999,198  

Emerging Wealth Equity

     21,207,168        37,642,020  

Small/Mid Cap Growth

     11,594,379        8,855,441  

Core Bond ESG purchases and sales of U.S. Government obligations for the fiscal year ended October 31, 2023 were $16,973,815 and $24,711,125, respectively.

4. PORTFOLIO SECURITIES LOANED

The Funds participate in the Securities Lending Program providing for the lending of securities to qualified borrowers. 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 Securities Lending Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash, U.S. Treasury Obligations or U.S. Government Agency Obligations. Collateral 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 Securities Lending Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in separate omnibus accounts managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements for that cash collateral. Securities collateral is held in separate omnibus accounts managed by BNYM and cannot be sold or pledged. 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. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities as soon as practical, which is normally within three business days.

The value of securities loaned on positions held, cash collateral and securities collateral received at October 31, 2023, was as follows:

 

Fund    Securities
Loaned
     Cash
Collateral
Received
     Securities
Collateral
Received
     Total
Collateral
Received
 

Core Bond ESG

   $ 1,952,586      $ 2,021,228        —       $ 2,021,228  

Emerging Markets Equity

     65,760        68,052        —         68,052  

Small/Mid Cap Growth

     2,268,368        372,168      $ 1,920,107        2,292,275  

The following table summarizes the securities received as collateral for securities lending at October 31, 2023:

 

Fund   

Collateral

Type

     Coupon
Range
  Maturity
Date Range
 

Small/Mid Cap Growth

     U.S. Treasury Obligations      0.125%-5.367%     01/15/24-02/15/53  

5. FOREIGN SECURITIES

Certain Funds may invest in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities, 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 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 the Fund would pay such foreign taxes at the appropriate rate for each jurisdiction.

6. RISKS ASSOCIATED WITH INVESTMENT IN GREATER CHINA REGION

Emerging Markets Equity and Emerging Wealth Equity are particularly susceptible to risks in the Greater China region, which consists of the People’s Republic of China, Hong Kong, and Taiwan, among other countries. Economies in the Greater China region are dependent on the economies of other countries and can be significantly affected by currency fluctuations and increasing competition from other emerging economies in Asia with lower costs. Adverse events in any one country within the region may impact the other countries in the region or Asia as a whole. Markets in the Greater China region can experience significant volatility due to social, economic, regulatory and political uncertainties. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility and other

 

 

 

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events. U.S. or foreign government restrictions or intervention could negatively affect the implementation of each Fund’s investment strategies, for example by precluding the Funds from making certain investments or causing the Funds to sell investments at disadvantageous times. China has yet to develop comprehensive securities, corporate, or commercial laws, its market is relatively new and less developed, and its economy may be adversely impacted by a slowdown in export growth. Each Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund and may result in losses.

7. COMMITMENTS AND CONTINGENCIES

Under the Trusts’ 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.

 

 

8. 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 October 31, 2023:

 

        Gross Amount Not Offset in the
            Statement of  Assets and Liabilities            
       
 Fund   Gross Amounts of
Assets Presented in
the Statement of
Assets and Liabilities
  Offset
Amount
 

Net

Asset
Balance

  Collateral
Received
  Net
Amount
           
         

 Core Bond ESG

         

 Bank of America Securities, Inc.

    $1,000,000             $1,000,000       $1,000,000        

 Industrial and Commercial Bank of
China Financial Services LLC

    1,000,000                 1,000,000       1,000,000        

 RBC Capital Markets LLC

    21,228             21,228       21,228        

 Fixed Income Clearing Corp.

    1,679,000             1,679,000       1,679,000        

 Fixed Income Clearing Corp.

    1,640,000             1,640,000           1,640,000            
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total

    $5,340,228             $5,340,228       $5,340,228        
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Emerging Markets Equity

         

 Industrial and Commercial Bank of

         

 China Financial Services LLC

    $68,052             $68,052       $68,052        

 Fixed Income Clearing Corp.

    291,000             291,000       291,000        
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total

    $359,052             $359,052       $359,052        
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Small/Mid Cap Growth

         

 Industrial and Commercial Bank of
China Financial Services LLC

    $372,168             $372,168       $372,168        

 Fixed Income Clearing Corp.

    1,317,000             1,317,000       1,317,000        
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total

    $1,689,168             $1,689,168       $1,689,168        
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

9. 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, except that, on December 7, 2023, the Board approved a plan to liquidate and terminate Emerging Markets Equity and Emerging Wealth Equity; the liquidation is expected

to occur on or about February 9, 2024 (the “Liquidation Date”). Additionally, effective December 12, 2023, Emerging Markets Equity and Emerging Wealth Equity will discontinue accruing 12b-1 distribution fees through the Liquidation Date and effective December 18, 2023, and through the Liquidation Date, the Investment Manager will waive its management fee and will waive the right to recoup any prior reimbursed expenses under each Fund’s Expense Limitation Agreement.

 

 

 

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Report of Independent Registered Public Accounting Firm

 

   

    

 

     

 

To the Board of Trustees of AMG Funds, AMG Funds I and AMG Funds IV and Shareholders of AMG GW&K Core Bond ESG Fund, AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund and AMG GW&K Small/Mid Cap Growth Fund

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of AMG GW&K Core Bond ESG Fund (one of the funds constituting AMG Funds I), AMG GW&K Emerging Markets Equity Fund and AMG GW&K Emerging Wealth Equity Fund (two of the funds constituting AMG Funds), and AMG GW&K Small/Mid Cap Growth Fund (one of the funds constituting AMG Funds IV) (hereafter collectively referred to as the “Funds”) as of October 31, 2023, the related statements of operations for the year ended October 31, 2023, the statements of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the financial highlights for each the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2023, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended October 31, 2023 and each of the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2023

We have served as the auditor of one or more investment companies in the AMG Funds Family since 1993.

        

 

 

 

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Other Information (unaudited)

 

   

    

 

     

 

 

TAX INFORMATION

AMG GW&K Core Bond ESG Fund, AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund and AMG GW&K Small/Mid Cap Growth Fund each hereby designates the maximum amount allowable of their net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2022/2023 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

In accordance with federal tax law, the following Funds elect to provide foreign taxes paid and the income sourced from foreign countries. Accordingly, the Funds hereby make the following designations regarding their taxable period ended October 31, 2023:

AMG GW&K Emerging Markets Equity Fund

 

uThe total amount of taxes paid and income sourced from foreign countries was $50,860 and $496,854, respectively.

AMG GW&K Emerging Wealth Equity Fund

 

uThe total amount of taxes paid and income sourced from foreign countries was $124,320 and $959,488, respectively.

Pursuant to section 852 of the Internal Revenue Code, AMG GW&K Core Bond ESG Fund, AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund and AMG GW&K Small/Mid Cap Growth Fund, each hereby designates as a capital gain distribution with respect to the taxable period ended October 31, 2023, $0, $0, $0 and $623,575, respectively, or, if subsequently determined to be different, the net capital gains of such period.

 

 

PROXY VOTE

A special meeting of the shareholders of AMG Funds, AMG Funds I and AMG Funds IV (the “Trusts”) was held on October 10, 2023, to vote on a proposal to elect trustees to the Boards of Trustees of the Trusts. The proposal and results of the vote are described below. Jill R. Cuniff, Kurt A. Keilhacker, Peter W. MacEwen, Steven J. Paggioli, Eric Rakowski, Victoria L. Sassine and Garret W. Weston were elected by shareholders at the special meeting on October 10, 2023. Bruce B. Bingham, an incumbent Trustee, will continue to serve as a Trustee of the Trust until his retirement on December 31, 2023.

 

 AMG Funds

 

  

All Funds in Trust*

 

 

 Election of Trustees 1

     For        Withheld  

    Jill R. Cuniff

     523,453,201        50,330,270    

    Kurt A. Keilhacker

     563,642,997        10,140,474  

    Peter W. MacEwen

     523,551,974        50,231,497  

    Steven J. Paggioli

     561,225,673        12,557,798  

    Eric Rakowski

     561,230,560        12,552,911  

    Victoria L. Sassine

     563,668,874        10,114,597  

    Garret W. Weston

     564,280,150        9,503,321  

 AMG Funds I

 

  

All Funds in Trust*

 

 

 Election of Trustees 1

     For        Withheld  

    Jill R. Cuniff

     20,441,009        1,294,070  

    Kurt A. Keilhacker

     20,299,049        1,436,030  

    Peter W. MacEwen

     20,123,172        1,611,908  

    Steven J. Paggioli

     20,290,868        1,444,211  

    Eric Rakowski

     20,424,987        1,310,092  

    Victoria L. Sassine

     20,650,180        1,084,900  

    Garret W. Weston

     20,348,384        1,386,695  

 

 

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Other Information

 

   

    

 

     

 

 AMG Funds IV

 

  

All Funds in Trust*

 

 

 Election of Trustees 1

     For        Withheld  

    Jill R. Cuniff

     123,476,732        9,260,973    

    Kurt A. Keilhacker

     131,677,070        1,060,634  

    Peter W. MacEwen

     123,401,874        9,335,830  

    Steven J. Paggioli

     130,832,753        1,904,951  

    Eric Rakowski

     130,620,379        2,117,325  

    Victoria L. Sassine

     131,755,717        981,987  

    Garret W. Weston

     131,970,391        767,313  

1 Ms. Cuniff and Mr. MacEwen were newly elected to the Boards of Trustees on October 10, 2023; Messrs. Keilhacker, Paggioli, Rakowski, and Weston and Ms. Sassine are incumbent Trustees.

*Rounded to the nearest share.

 

 

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AMG Funds

Trustees and Officers

 

   

    

 

     

 

The Trustees and Officers of the Trusts, their business addresses, principal occupations for the past five years and ages are listed below. The Trustees provide broad supervision over the affairs of the Trusts and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and     

review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trusts: 680 Washington Blvd., Suite 500, Stamford, CT. 06901.

 

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trusts’ organizational documents and policies adopted by the Board from time to time.

 

       The Chairman of the Board, the President, the Treasurer and the Secretary and such other Officers as the Trustees may in their discretion from time to time elect each hold office until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each Officer holds office at the pleasure of the Trustees.
                   

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:

 

Number of Funds Overseen in     Fund Complex

 

Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

 

 

• Trustee since 2012 - AMG Funds

• Trustee since 2012 - AMG Funds I

• Trustee since 2014 - AMG Funds IV

• Oversees 41 Funds in Fund Complex

 

Bruce B. Bingham, 75*

Partner, Hamilton Partners (real estate development firm) (1987-Present); Director of The Yacktman Funds, Inc. (2 portfolios) (2000-2012).

 

• Trustee since 2023 - AMG Funds,

• AMG Funds I, AMG Funds IV

• Oversees 41 Funds in Fund Complex

 

Jill R. Cuniff, 59**

Director of Harding, Loevner Funds, Inc. (12 portfolios) (2018-Present); Retired (2016-Present); President & Portfolio Manager, Edge Asset Management (2009-2016); President & Chief Investment Officer, Morley Financial Services (2001-2009); President, Union Bond & Trust Company (2001-2009).

 

• Trustee since 2013- AMG Funds

• Trustee since 2013 - AMG Funds I

• Trustee since 2014 - AMG Funds IV

• Chairman of the Audit Committee since 2021 - AMG Funds, AMG Funds I

• Chairman of the Audit Committee since 2020 - AMG Funds IV

• Oversees 43 Funds in Fund Complex

 

Kurt A. Keilhacker, 60

Managing Partner, Elementum Ventures (2013-Present); Managing Partner, TechFund Europe (2000-Present); Managing Partner, TechFund Capital (1997-Present); Adjunct Professor, University of San Francisco (2022-Present); Trustee, Wheaton College (2018-Present); Director, Wheaton College Trust Company, N.A. (2018-Present).

 

• Trustee since 2023 - AMG Funds, AMG Funds I, AMG Funds IV

• Oversees 41 Funds in Fund Complex

 

Peter W. MacEwen, 59**

Private investor (2019-Present); Affiliated Managers Group, Inc. (2003-2018): Chief Administrative Officer, Office of the CEO (2013-2018); Senior Vice President, Finance (2007-2013); Vice President, Finance (2003-2007).

 

• Trustee since 2000- AMG Funds I

• Trustee since 2004 - AMG Funds

• Trustee since 2010 - AMG Funds IV

• Oversees 41 Funds in Fund Complex

 

Steven J. Paggioli, 73

Independent Consultant (2002-Present); Trustee, Professionally Managed Portfolios (28 portfolios); Independent Director, Muzinich BDC, Inc. (business development company) (2019-Present); Director, The Wadsworth Group; Independent Director, Chase Investment Counsel (2008–2019); Executive Vice President, Secretary and Director, Investment Company Administration, LLC and First Fund Distributors, INC. (1990-2001).

 

 

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AMG Funds

Trustees and Officers (continued)

 

   

    

 

     

 

• Independent Chairman of the Board of Trustees since 2017

• Chairman of the Governance Committee since 2017

• Trustee since 1999 - AMG Funds

• Trustee since 2000 - AMG Funds I

• Trustee since 2010 - AMG Funds IV

• Oversees 43 Funds in Fund Complex

 

Eric Rakowski, 65

Professor of Law, University of California at Berkeley School of Law (1990-Present); Tax Attorney at Davis Polk & Wardwell and clerked for Judge Harry T. Edwards of the U.S. Court of Appeals for the District of Columbia Circuit and for Justice William J. Brennan Jr. of the U.S. Supreme Court; Trustee of Parnassus Funds (4 portfolios) (2021-Present); Trustee of Parnassus Income Funds (2 portfolios) (2021-Present); Director of Harding, Loevner Funds, Inc. (10 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

   

• Trustee since 2013 - AMG Funds

• Trustee since 2013 - AMG Funds I

• Trustee since 2014 - AMG Funds IV

• Oversees 43 Funds in Fund Complex

 

Victoria L. Sassine, 58

Adjunct Professor, Babson College (2007–Present); Director, Board of Directors, PRG Group (2017-Present); CEO, Founder, Scale Smarter Partners, LLC (2018-Present); Adviser, EVOFEM Biosciences (2019-Present); Chairperson of the Board of Directors of Business Management Associates (2018-2019).

*Mr. Bingham will retire from the Boards of Trustees of the Trusts on December 31, 2023.

**Ms. Cuniff and Mr. MacEwen were elected to the Boards of Trustees by the shareholders of the Trusts on October 10, 2023.

Interested Trustee

The Trustee in the following table is an “interested person” of the Trusts within the meaning of the 1940 Act.

 

Number of Funds Overseen in Fund Complex

  

Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

 

 

• Trustee since 2021 - AMG Funds, AMG Funds I, AMG Funds IV

• Oversees 43 Funds in Fund Complex

  

Garret W. Weston, 42

Affiliated Managers Group, Inc. (2008-Present): Managing Director, Head of Affiliate Product Strategy and Development (2023-Present), Managing Director, Co-Head of Affiliate Engagement, Distribution (2021-2022), Senior Vice President, Office of the CEO (2019-2021), Senior Vice President, Affiliate Development (2016-2019), Vice President, Office of the CEO (2015-2016), Vice President, New Investments (2008-2015); Associate, Madison Dearborn Partners (2006-2008); Analyst, Merrill Lynch (2004-2006).

Officers   

Position(s) Held with Fund and Length of Time Served

   Name, Age, Principal Occupation(s) During Past 5 Years
 

• President since 2018

• Principal Executive Officer since 2018

• Chief Executive Officer since 2018

• Chief Operating Officer since 2007 (2016 for AMG Funds IV)

  

Keitha L. Kinne, 65

Managing Director, Head of Platform and Operations, AMG Funds LLC (2023-Present); Chief Operating Officer, AMG Funds LLC (2007-Present); Chief Investment Officer, AMG Funds LLC (2008-Present); President and Principal, AMG Distributors, Inc. (2018-Present); Chief Operating Officer, AMG Distributors, Inc. (2007-Present); President, Chief Executive Officer and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2018-Present); Chief Operating Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2007-Present); Chief Operating Officer, AMG Funds IV (2016-Present); Chief Operating Officer and Chief Investment Officer, Aston Asset Management, LLC (2016); President and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2012-2014); Managing Partner, AMG Funds LLC (2007-2014); President and Principal, AMG Distributors, Inc. (2012-2014); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

 

• Secretary since 2015

• Chief Legal Officer since 2015

  

Mark J. Duggan, 58

Managing Director and Senior Counsel, AMG Funds LLC (2021-Present); Senior Vice President and Senior Counsel, AMG Funds LLC (2015-2021); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2015-Present); Attorney, K&L Gates, LLP (2009-2015).

 

• Chief Financial Officer since 2017

• Treasurer since 2017

• Principal Financial Officer since 2017

• Principal Accounting Officer since 2017

  

Thomas G. Disbrow, 57

Vice President, Mutual Fund Treasurer & CFO, AMG Funds, AMG Funds LLC (2017-Present); Chief Financial Officer, Principal Financial Officer, Treasurer and Principal Accounting Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Managing Director - Global Head of Traditional Funds Product Control, UBS Asset Management (Americas), Inc. (2015-2017); Managing Director - Head of North American Funds Treasury, UBS Asset Management (Americas), Inc. (2011-2015).

 

 

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AMG Funds

Trustees and Officers (continued)

 

   

    

 

     

 

Position(s) Held with Fund and

Length of Time Served

   Name, Age, Principal Occupation(s) During Past 5 Years
 

• Deputy Treasurer since 2017

  

John A. Starace, 53

Vice President, Mutual Fund Accounting, AMG Funds LLC (2021-Present); Director, Mutual Fund Accounting, AMG Funds LLC (2017-2021); Vice President, Deputy Treasurer of Mutual Funds Services, AMG Funds LLC (2014-2017); Deputy Treasurer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Vice President, Citi Hedge Fund Services (2010-2014); Audit Senior Manager (2005-2010) and Audit Manager (2001-2005), Deloitte & Touche LLP.

 

• Chief Compliance Officer and Sarbanes-Oxley Code of Ethics Compliance Officer since 2019

• Anti-Money Laundering Compliance Officer since 2022

  

Patrick J. Spellman, 49

Vice President, Chief Compliance Officer, AMG Funds LLC (2017-Present); Chief Compliance Officer, AMG Distributors, Inc. (2010-Present); Chief Compliance Officer and Sarbanes-Oxley Code of Ethics Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2019-Present); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2014-2019; 2022-Present); Anti-Money Laundering Compliance Officer, AMG Funds IV (2016-2019; 2022-Present); Senior Vice President, Chief Compliance Officer, AMG Funds LLC (2011-2017); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011).

 

• Assistant Secretary since 2016

  

Maureen M. Kerrigan, 38

Vice President, Senior Counsel, AMG Funds LLC (2021-Present); Vice President, Counsel, AMG Funds LLC (2019-2021); Director, Counsel, AMG Funds LLC (2017-2018); Vice President, Counsel, AMG Funds LLC (2015-2017); Assistant Secretary, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2016-Present); Associate, Ropes & Gray LLP (2011-2015); Law Fellow, Massachusetts Appleseed Center for Law and Justice (2010-2011).

 

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements

 

   

    

 

     

 

AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund, AMG GW&K Core Bond ESG Fund, and AMG GW&K Small/Mid Cap Growth Fund: Approval of Investment Management and Subadvisory Agreements on June 21, 2023

 

At an in-person meeting held on June 21, 2023, the Board of Trustees (the “Board” or the “Trustees”) of each of AMG Funds, AMG Funds I, and AMG Funds IV (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 AMG Funds for each of AMG GW&K Emerging Markets Equity Fund and AMG GW&K Emerging Wealth Equity Fund, and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016; the Fund Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with the Investment Manager and AMG Funds I for AMG GW&K Core Bond ESG Fund, and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016; and the Investment Advisory Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with the Investment Manager and AMG Funds IV for AMG GW&K Small/Mid Cap Growth Fund, and separately Amendment No. 1 thereto dated October 1, 2016 (collectively, the “Investment Management Agreements”); and (ii) the Subadvisory Agreements, as amended at any time prior to the date of the meeting (collectively, the “Subadvisory Agreements”), with the Subadviser for each of AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund, AMG GW&K Core Bond ESG Fund, and AMG GW&K Small/Mid Cap Growth Fund (each, a “Fund,” and collectively, the “Funds”). 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 Agreements and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadviser, including the nature, extent and quality of services, 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”), other relevant matters, and other information provided to them on a periodic basis throughout the year. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreements 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 provided by the Investment Manager at the June 21, 2023 and prior meetings relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, information about 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 Agreements 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, telephonic or videoconference 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, including performing appropriate due diligence, and developing and presenting 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 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 operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed 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

               

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

   

    

 

     

 

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 each Subadvisory Agreement. The Trustees also considered the Subadviser’s risk management processes.

 

PERFORMANCE

 

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

 

With respect to AMG GW&K Emerging Markets Equity 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 one of the earliest inception dates 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, 2023 was above, below, above, and at, respectively, the median performance of the Peer Group and above, above, above, and below, respectively, the performance of the Fund Benchmark, the MSCI Emerging Markets Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent outperformance and the fact that the Fund ranked in the top decile relative to its Peer Group for the 1-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

       

With respect to AMG GW&K Emerging Wealth Equity 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, 2023 and for the period from the Fund’s inception on March 19, 2015 through March 31, 2023 was above, below, above, and above, respectively, the median performance of the Peer Group and above, below, above, and above, respectively, the performance of the Fund Benchmark, the MSCI Emerging Markets Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent outperformance and the fact that the Fund ranked in the top percentile relative to its Peer Group for the 1-year period, the top quintile relative to its Peer Group for the period from inception through March 31, 2023, and the top third relative to its Peer Group for the 5-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

With respect to AMG GW&K Core Bond ESG 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, 2023 was below, above, below, and below, respectively, the median performance of the Peer Group and below, above, below, and below, respectively, the performance of the Fund Benchmark, the Bloomberg 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 and longer-term underperformance relative to the Peer Group and the Fund Benchmark. The Trustees also noted the change in the Fund’s Subadviser in February 2015 and that the performance record prior to that time reflects that of the prior Subadviser. The Trustees also took into account the fact that the Fund’s investment strategy was changed in 2019. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG GW&K Small/Mid Cap Growth 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 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, 2023 was above, above, above, and below, respectively, the median performance of the Peer Group and above, above, above, and below, respectively, the performance of the Fund Benchmark, the Russell 2500 Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s outperformance relative to the Peer Group and the Fund Benchmark for recent and intermediate-term periods. The Trustees noted that the Fund ranked in the top decile relative to its Peer Group for the 3-year period and in the top quintile relative to its Peer Group for the 1-year period. The Trustees also took into account the fact that the Fund’s subadviser changed effective March 19, 2021, that the Fund’s investment strategy changed effective March 19, 2021 and further on May 21, 2021, that the Fund Benchmark changed effective May 21, 2021, and that the performance information prior to those dates reflected that of the Fund’s prior subadviser and investment strategy. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

ADVISORY AND SUBADVISORY FEES; FUND EXPENSES; PROFITABILITY; AND ECONOMIES OF SCALE

 

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager at the June 21, 2023 and prior meetings 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 significant risks undertaken as Investment Manager and sponsor of the Funds, including investment, operational, enterprise, entrepreneurial, litigation, regulatory and compliance risks; 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 payments are made from the Subadviser to the Investment Manager, and other payments are made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset levels

               

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

   

    

 

     

 

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 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 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 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 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 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 Emerging Markets Equity Fund, the Trustees noted that the management fees (which include both the advisory and administration

       

fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were rated in the Low and the Below Average rating level, respectively, of the Fund’s Peer Group. The Trustees noted that the rating levels corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.87%. 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 Emerging Wealth Equity Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were rated in the Low and the Average rating level, respectively, of the Fund’s Peer Group. The Trustees noted that the rating levels corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.90%. 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 Core Bond ESG Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were rated in the Average and the Above Average rating level, respectively, of the Fund’s Peer Group. The

       

Trustees noted that the rating levels corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.48%. The Trustees also took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds and 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 (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 Growth Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were both rated in the Average rating level of the Fund’s Peer Group. The Trustees noted that the rating levels corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.82%. 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 and the Subadviser have demonstrated that they possess the capability and resources to perform the duties required of them under each Investment Management Agreement and each Subadvisory

               

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

   

    

 

     

 

Agreement and (b) 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 21, 2023, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for each Fund.

               

 

 

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LOGO

 

  

 

       

 

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

DISTRIBUTOR

AMG Distributors, Inc.

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

SUBADVISER

GW&K Investment Management, LLC

222 Berkeley St.

Boston, MA 02116

    

CUSTODIAN

The Bank of New York Mellon

Mutual Funds Custody

6023 Airport Road

Oriskany, NY 13424

 

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

AMG Funds

Attn: 534426 AIM 154-0520

500 Ross Street

Pittsburgh, PA 15262

800.548.4539

    

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 800.548.4539. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

 

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

 

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.548.4539 or visit the SEC website at sec.gov.

 

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Funds’ portfolio holdings on Form N-PORT are available on the SEC’s website at sec.gov and the Funds’ website at wealth.amg.com. To review a complete list of the Funds’ portfolio holdings, or to view the most recent semi-annual report or annual report, please visit wealth.amg.com.

           

 

 

 

 
wealth.amg.com      


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LOGO

 

  

 

       

 

BALANCED FUNDS

AMG GW&K Global Allocation

GW&K Investment Management, LLC

 

EQUITY FUNDS

 

AMG Beutel Goodman International Equity

Beutel, Goodman & Company Ltd.

 

AMG Boston Common Global Impact

Boston Common Asset Management, LLC

 

AMG Frontier Small Cap Growth

Frontier Capital Management Co., LLC

 

AMG GW&K Small Cap Core

AMG GW&K Small Cap Value

AMG GW&K Small/Mid Cap Core

AMG GW&K Small/Mid Cap Growth

AMG GW&K Emerging Markets Equity

AMG GW&K Emerging Wealth Equity

AMG GW&K International Small Cap

GW&K Investment Management, LLC

 

AMG Montrusco Bolton Large Cap Growth

Montrusco Bolton Investments, Inc.

 

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

    

AMG River Road Dividend All Cap Value

AMG River Road Focused Absolute Value

AMG River Road International Value Equity

AMG River Road Large Cap Value Select

AMG River Road Mid Cap Value

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

 

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare Global Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

TimesSquare Capital Management, LLC

 

AMG Veritas Asia Pacific

AMG Veritas China

AMG Veritas Global Focus

AMG Veritas Global Real Return

Veritas Asset Management LLP

 

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Global

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

    

FIXED INCOME FUNDS

AMG Beutel Goodman Core Plus Bond

Beutel, Goodman & Company Ltd.

 

AMG GW&K Core Bond ESG

AMG GW&K Enhanced Core Bond ESG

AMG GW&K ESG Bond

AMG GW&K High Income

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

             
             
             
             
             
             
             
             

 

 

 

 
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LOGO        ANNUAL REPORT

 

      

 

              

   

AMG Funds

 

October 31, 2023

 

LOGO

 

AMG River Road Mid Cap Value Fund

 
      Class N: CHTTX    |    Class I: ABMIX    |    Class Z: ABIZX
 
      AMG River Road Large Cap Value Select Fund
 
      Class N: FQUAX    |    Class I: MEQFX
 
      AMG River Road Small Cap Value Fund
 
      Class N: ARSVX    |Class I: ARSIX    |    Class Z: ARZMX
 
      AMG River Road Dividend All Cap Value Fund
 
      Class N: ARDEX    |    Class I: ARIDX    |    Class Z: ARZDX
 
      AMG River Road Small-Mid Cap Value Fund
 
      Class N: ARSMX    |    Class I: ARIMX    |    Class Z: ARSZX
 
      AMG River Road International Value Equity Fund
 
      Class N: ARLSX    |    Class I: ALSIX    |    Class Z: ARLZX
 
      AMG River Road Focused Absolute Value Fund
 
      Class N: ARRFX    |    Class I: AFAVX    |    Class Z: ARRZX
 
   

     

            

 

 

    wealth.amg.com                 103123             AR082


Table of Contents

 

 


Table of Contents

 

    

    

AMG Funds

Annual Report — October 31, 2023

    

       

 

 
           
     TABLE OF CONTENTS    PAGE  
   

 

 
 
   

LETTER TO SHAREHOLDERS

     2  
 
   

ABOUT YOUR FUND’S EXPENSES

     3  
 
    PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS   
 
   

AMG River Road Mid Cap Value Fund

     5  
 
   

AMG River Road Large Cap Value Select Fund

     11  
 
   

AMG River Road Small Cap Value Fund

     17  
 
   

AMG River Road Dividend All Cap Value Fund

     23  
 
   

AMG River Road Small-Mid Cap Value Fund

     29  
 
   

AMG River Road International Value Equity Fund

     36  
 
   

AMG River Road Focused Absolute Value Fund

     42  
 
   

FINANCIAL STATEMENTS

  
 
   

Statement of Assets and Liabilities

     49  
 
   

Balance sheets, net asset value (NAV) per share computations
and cumulative distributable earnings (loss)

  
 
   

Statement of Operations

     53  
 
   

Detail of sources of income, expenses, and realized and
unrealized gains (losses) during the fiscal year

  
 
   

Statements of Changes in Net Assets

     55  
 
   

Detail of changes in assets for the past two fiscal years

  
 
   

Financial Highlights

     58  
 
   

Historical net asset values per share, distributions, total returns, income
and expense ratios, turnover ratios and net assets

  
 
   

Notes to Financial Statements

     78  
 
   

Accounting and distribution policies, details of agreements and
transactions with Fund management and affiliates, and descriptions of
certain investment risks

  
 
   

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     90  
 
   

OTHER INFORMATION

     91  
 
   

TRUSTEES AND OFFICERS

     93  
 
    ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS      96  
      

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 Funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

 

 


Table of Contents

 

LOGO

    

      Letter to Shareholders
      

 

Dear Shareholder:

We are pleased to provide this annual report for your investment with AMG Funds. Our foremost goal is to provide investment solutions that help our shareholders successfully achieve their long-term investment goals. We appreciate the privilege of providing you with investment tools.

The most recent fiscal year ended October 31, 2023, resulted in mixed returns for risk assets as global equity markets wrestled with tighter monetary policy, increased geopolitical tension, instability in the regional banking sector, and political handwringing over the U.S. debt ceiling. Bonds struggled to move higher as global central banks raised interest rates to cool the economy and bring down inflation. Relative to the prior year, 2023 brought a more favorable environment based on the optimism that easing inflation would allow the U.S. Federal Reserve (the “Fed”) to pause the interest rate hiking cycle and deliver an economic soft landing.

The S&P 500® Index gained 10.14% for the fiscal year, despite experiencing a pullback in the final three months of the period. Large-cap stocks diverged meaningfully from small-cap stocks, particularly driven by a handful of mega-cap technology and consumer discretionary stocks. The Russell 1000® Index gained 9.48% compared to the -8.56% return for the Russell 2000® Index. Only five of eleven sectors posted positive returns, with communications services (+36.06%), information technology (+33.15%), and consumer discretionary (+8.87%) leading the way. The weakest sectors were utilities (-7.72%), real estate (-6.57%), and health care (-4.64%). The strength in information technology drove Growth stocks to strongly outperform Value stocks with the Russell 1000® Growth Index gaining 18.95% compared to a 0.13% return for the Russell 1000® Value Index. Outside the U.S., foreign equity markets outperformed domestic equities, delivering a 12.07% return, as measured by the MSCI All Country World Index (ACWI) ex USA benchmark.

The Bloomberg U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, managed to generate a modest 0.36% return over the period as the Fed raised interest rates and the 10-year Treasury yield reached its highest point since 2008, resulting in longer-duration bonds underperforming. Investment-grade corporate bonds gained 2.77% for the year, while agency mortgage-backed securities fell -0.82%. High yield bonds were the best performing sector with a 6.23% return as measured by the return of the Bloomberg U.S. Corporate High Yield Bond Index. Municipal bonds outperformed the broader market with a 2.64% gain for the Bloomberg Municipal Bond Index.

 

AMG Funds provides access to a distinctive array of actively managed return-oriented investment strategies. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit. For more information about AMG Funds’ wide range of products and resources, please visit wealth.amg.com. We thank you for your investment and continued trust in AMG Funds.

Respectfully,

 

 

LOGO

Keitha Kinne

President

AMG Funds

 

Average Annual Total Returns   Periods ended
October 31, 2023*
 
Stocks:        1 Year     3 Years     5 Years  
Large Cap   (S&P 500® Index)     10.14     10.36     11.01
Small Cap   (Russell 2000® Index)     (8.56 )%      3.95     3.31
International   (MSCI ACWI ex USA)     12.07     3.03     3.46
Bonds:                          
Investment Grade   (Bloomberg U.S. Aggregate Bond Index)     0.36     (5.57 )%      (0.06 )% 
High Yield   (Bloomberg U.S. Corporate High Yield Bond Index)     6.23     1.19     3.05
Tax-exempt   (Bloomberg Municipal Bond Index)     2.64     (2.48 )%      1.00
Treasury Bills   (ICE BofAML U.S. 6-Month Treasury Bill Index)     4.88     1.83     1.90

*Source: FactSet. Past performance is no guarantee of future results.

 

 

 

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About Your Fund’s Expenses

 

   

    

 

      

 

 

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 section of the following table provides information about the actual account values and

      

actual expenses. You may use the information in this section, 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 section under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

The second section 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 section 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

  October 31, 2023

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/23
   Ending
Account
Value
10/31/23
   Expenses
Paid
During
the Period*

  AMG River Road Mid Cap Value Fund

 

  Based on Actual Fund Return

  Class N

   1.11%   $1,000    $998    $5.59

  Class I

   0.81%   $1,000    $1,000    $4.08

  Class Z

   0.76%   $1,000    $1,000    $3.83

  Based on Hypothetical 5% Annual Return

  Class N

   1.11%   $1,000    $1,020    $5.65

  Class I

   0.81%   $1,000    $1,021    $4.13

  Class Z

 

   0.76%

 

  $1,000

 

   $1,021

 

   $3.87

 

  AMG River Road Large Cap Value Select Fund

 

  Based on Actual Fund Return

  Class N

   0.95%   $1,000    $1,012    $4.82

  Class I

   0.63%   $1,000    $1,014    $3.20

  Based on Hypothetical 5% Annual Return

  Class N

   0.95%   $1,000    $1,020    $4.84

  Class I

   0.63%   $1,000    $1,022    $3.21

  Six Months Ended

  October 31, 2023

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/23
   Ending
Account
Value
10/31/23
   Expenses
Paid
During
the Period*

  AMG River Road Small Cap Value Fund

 

  Based on Actual Fund Return

  Class N

   1.35%   $1,000    $1,027    $6.90

  Class I

   1.09%   $1,000    $1,029    $5.57

  Class Z

   1.00%   $1,000    $1,030    $5.12

  Based on Hypothetical 5% Annual Return

  Class N

   1.35%   $1,000    $1,018    $6.87

  Class I

   1.09%   $1,000    $1,020    $5.55

  Class Z

   1.00%
  $1,000
   $1,020
   $5.09

  AMG River Road Dividend All Cap Value Fund

 

  Based on Actual Fund Return

  Class N

   0.98%   $1,000    $912    $4.72

  Class I

   0.73%   $1,000    $913    $3.52

  Class Z

   0.69%   $1,000    $913    $3.33

  Based on Hypothetical 5% Annual Return

  Class N

   0.98%   $1,000    $1,020    $4.99

  Class I

   0.73%   $1,000    $1,022    $3.72

  Class Z

   0.69%   $1,000    $1,022    $3.52
 

 

 

3


Table of Contents
    

 

    

    

About Your Fund’s Expenses (continued)

 

   

    

 

      

 

  Six Months Ended

  October 31, 2023

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/23
   Ending
Account
Value
10/31/23
   Expenses
Paid
During
the Period*

  AMG River Road Small-Mid Cap Value Fund

 

  Based on Actual Fund Return

  Class N

   1.28%   $1,000    $1,014    $6.50

  Class I

   1.03%   $1,000    $1,016    $5.23

  Class Z

   0.98%   $1,000    $1,016    $4.98

  Based on Hypothetical 5% Annual Return

  Class N

   1.28%   $1,000    $1,019    $6.51

  Class I

   1.03%   $1,000    $1,020    $5.24

  Class Z

 

   0.98%

 

  $1,000

 

   $1,020

 

   $4.99

 

  AMG River Road International Value Equity Fund

 

 

  Based on Actual Fund Return

  Class N

   1.00%   $1,000    $951    $4.92

  Class I

   0.78%   $1,000    $952    $3.84

  Class Z

   0.73%   $1,000    $952    $3.59

  Based on Hypothetical 5% Annual Return

  Class N

   1.00%   $1,000    $1,020    $5.09

  Class I

   0.78%   $1,000    $1,021    $3.97

  Class Z

   0.73%   $1,000    $1,022    $3.72

  Six Months Ended

  October 31, 2023

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/23
   Ending
Account
Value
10/31/23
   Expenses
Paid
During
the Period*

  AMG River Road Focused Absolute Value Fund

 

  Based on Actual Fund Return

  Class N

   1.06%   $1,000    $985    $5.30

  Class I

   0.82%   $1,000    $987    $4.11

  Class Z

   0.78%   $1,000    $987    $3.91

  Based on Hypothetical 5% Annual Return

  Class N

   1.06%   $1,000    $1,020    $5.40

  Class I

   0.82%   $1,000    $1,021    $4.18

  Class Z

   0.78%   $1,000    $1,021    $3.97

 

*

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 (184), then divided by 365.

 

 

 

4


Table of Contents
    

 

    

AMG River Road Mid Cap Value Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2023, AMG River Road Mid Cap Value Fund (the “Fund”) Class N shares returned 7.39%, outpacing the -3.56% return for the Russell Midcap® Value Index, the Fund’s benchmark.

 

MARKET AND PERFORMANCE REVIEW

 

The sector with the largest positive contribution to relative return was financials, which benefited from positive stock selection and an overweight allocation. The sector with the largest negative contribution to relative return was consumer discretionary, which suffered from negative stock selection partially offset by an overweight position.

 

The top contributors to the Fund’s active return were Fairfax Financial Holdings, Ltd. (“FRFHF”) and API Group Corp. (“APG”). FRFHF is a Canadian holding company focused on Property and Casualty (P&C) insurance and the reinsurance industry. Like the more famous Berkshire Hathaway, FRFHF follows a disciplined approach to underwriting insurance; historically the company has not chased market share and focuses on writing profitable insurance policies in addition to generating attractive investment returns with the float.

 

FRFHF is firing on all cylinders as both the underwriting and investment results continue to impress. More importantly, the company achieved solid growth (10%) while maintaining its high underwriting standards with a combined ratio of 93.9% (91.5% excluding catastrophes) compared to industry losses as the P&C industry registered a combined ratio of 102.7% in Q2. On the investment front, FRFHF continues to monetize its undervalued assets and capitalize on the higher interest rate environment by deploying its low duration fixed income portfolio into higher yielding U.S. and Canadian government bonds.

 

Another top contributor was APG, an industrial company focused on fire safety and specialty services. With more than a 90-year history centered

      

around steady growth and recurring revenues, APG presented an opportunity for legendary investors, Co-Chairmen Martin Franklin and James Lillie, who are well known for having compounded Jarden, a consumer products company, at a 33% compound annual growth rate (CAGR) for 15 years), to apply their transactional skills. The company quickly announced its intention to purchase Chubb’s Fire & Security in a $3.1 billion deal in mid-2021, which we believe strengthens the company’s moat, adds scale, and provides accretive synergies.

 

We expect consistent and accretive mergers and acquisitions (M&A), margin expansion, and debt paydown to result in growing free cash flows and intrinsic value. The company has produced strong organic growth in its Safety Services segment, expanded margins towards its medium-term goal of a 13% adjusted EBITDA margin as pricing and more disciplined project selection have been tailwinds. Moreover, free cash flow (FCF) conversion continues to improve, and management expects to reach its 2.5x leverage target by year end.

 

The bottom contributing holdings to the Fund’s active return were Advanced Auto Parts Inc. (“AAP”) and Air Transport Services Group Inc. (ATSG). AAP is a retailer of aftermarket auto replacement parts, accessories, batteries, and maintenance items. In the U.S. auto parts aftermarket, the top four national retailers have a ~30% share, with AAP controlling ~7% of the market. We had thought targeted improvements in the company’s supply chain, pricing, and streamlined selling, general and administrative expenses (SG&A) would further close the notable margin gap with its key competitors, O’Reilly Automotive (ORLY) and AutoZone (AZO).

 

AAP shares declined significantly after its Q1 2023 earnings results severely missed expectations and management reduced guidance. Same-store sales declined -0.4% year-over-year, lagging peers ORLY and AZO, suggesting continued competitive

 

      

pressures and market share losses for AAP in the do-it-for-me segment. We eliminated the position as our thesis did not materialize.

 

ATSG is the premier lessor of the Boeing 767 freighter aircraft, which is essential to support e-commerce. ATSG issued its 2023 outlook for growth capital expenditures that exceeded market and River Road expectations. The disconnect stems from ATSG’s plan to accelerate fleet growth to meet long-term secular demand in 2024, thus unexpectedly increasing net leverage from 2.3x to 3.0x. We eliminated the position as our thesis did not materialize.

 

POSITIONING AND OUTLOOK

 

The discount to value of the portfolio’s top 20 holdings approached the range indicating a highly unattractive valuation environment. Subsequently, the discount to value improved and moved closer to its longer-term average due to a combination of price declines and higher assessed values as we finished rolling out assessed values to 2024. However, we would not categorize this discount as attractive.

 

In conclusion, we think companies with attractive return on equity (ROE) and return on invested capital (ROIC), reasonable growth rates, expanding and/or defensible margins, and attractive valuations will continue to be well-positioned. This is reflected in our positioning, with a portfolio valuation (as measured by EV/EBITDA in FactSet) of 10.2x versus 11.2x for the benchmark, a five-year average ROE of 13.6% versus just 12.8%, and a long-term growth forecast of 9.3% versus 8.6%.

 

The views expressed represent the opinions of River Road Asset Management, LLC as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

             

 

 

5


Table of Contents

    

AMG River Road Mid Cap Value Fund

Portfolio Manager’s Comments (continued)

 

    

 

 

    

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Mid Cap Value Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Mid Cap Value Fund’s Class N shares on October 31, 2013, to a $10,000 investment made in the Russell Midcap® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Mid Cap Value Fund and the Russell Midcap® Value Index for the same time periods ended October 31, 2023.

 

  Average Annual Total Returns1   One
Year
  Five
Years
  Ten
Years
    Since
Inception
    Inception
Date

AMG River Road Mid Cap Value Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13

 

   

Class N

  7.39%   6.76%     6.04%       10.65%     09/19/94

Class I

  7.72%   7.06%     6.32%       8.49%     07/06/04

Class Z

  7.73%   7.11%           4.87%     09/29/17

Russell Midcap® Value Index14

  (3.56%)   5.69%     6.89%           09/19/94

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 800.548.4539 or visit our website at wealth.amg.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.

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

2  As of March 19, 2021, the Fund’s Subadviser was changed to River Road Asset Management, LLC. Prior to March 19, 2021, the Fund was known as the AMG Managers Fairpointe Mid Cap Fund and had different principal investment strategies and corresponding risks. Performance shown for periods prior to March 19, 2021, reflects the performance and investment strategies of the Fund’s previous Subadviser, Fairpointe Capital LLC. The Fund’s past performance would have been different if the Fund were managed by the current Subadviser and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the Fund.

 

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

 

4  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

5  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmark or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

6  The stocks of small- and mid-capitalization companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

 

7  Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

 

8  Issuers and companies that are in similar industry sectors 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.

 

9  Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated

 

 

 

6


Table of Contents
    

 

    

AMG River Road Mid Cap Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

   with investments in U.S. issuers and may result in greater price volatility.

 

10 Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

11 The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

12 Convertible preferred stocks, which are convertible into shares of the issuer’s common stock and pay regular dividends, and convertible debt securities, which are convertible into shares of the issuer’s common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the

      

   more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.

 

13 Investments in the Fund may be subject to many of the same risks as a direct investment in real estate. The stock prices of companies in the real estate industry, including real estate investment trusts (“REITs”), are typically sensitive to changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, as well as the management skill and creditworthiness of the issuer. REITs also

 

      

   depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders and are subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended.

 

14 The Russell Midcap® Value Index measures the performance of those Russell Midcap® companies with lower price-to-book ratios and lower forecasted growth values. The stocks are also members of the Russell 1000® Value Index. Unlike the Fund, the Russell Midcap® Value Index is unmanaged, is not available for investment and does not incur expenses.

 

The Russell Midcap® Value Index is a trademark of the London Stock Exchange Group companies.

 

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

 

 

7


Table of Contents

 

    

 

AMG River Road Mid Cap Value Fund

Fund Snapshots (unaudited)

October 31, 2023

 

   

    

 

      

 

 

PORTFOLIO BREAKDOWN

 

   Sector    % of
Net Assets
 
Industrials    22.2
 
Financials    17.4
 
Consumer Discretionary    13.5
 
Consumer Staples    10.6
 
Energy    8.6
 
Health Care    6.6
 
Materials    4.8
 
Utilities    4.7
 
Communication Services    4.5
 
Real Estate    4.2
 
Short-Term Investments    4.2
 
Other Assets, less Liabilities    (1.3)

 

TOP TEN HOLDINGS

 

   Security Name   % of
Net Assets
 

LKQ Corp.

     4.0
 

Carlisle Cos., Inc.

             3.9        
 

Fairfax Financial Holdings, Ltd. (Canada)

     3.7
 

BJ’s Wholesale Club Holdings, Inc.

     3.4
 

The Kroger Co.

     3.3
 

Core & Main, Inc., Class A

     2.7
 

IDACORP, Inc.

     2.7
 

Global Payments, Inc.

     2.6
 

Willis Towers Watson PLC (United Kingdom)

     2.6
 

Centene Corp.

     2.5
    

 

 

Top Ten as a Group

     31.4

 

    

 

 

 

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


Table of Contents
    

 

AMG River Road Mid Cap Value Fund

Schedule of Portfolio Investments

October 31, 2023

 

   

    

 

      

 

 

      Shares      Value  

Common Stocks - 97.1%

     

Communication Services - 4.5%

     

Atlanta Braves Holdings, Inc., Class C*

     132,018        $4,591,586  

Endeavor Group Holdings, Inc., Class A

     148,294        3,375,171  

Madison Square Garden Sports Corp.*

     35,265        5,929,457  

Total Communication Services

        13,896,214  

Consumer Discretionary - 13.5%

     

Bath & Body Works, Inc.

     110,317        3,270,899  

Expedia Group, Inc.*

     45,212        4,308,251  

Lithia Motors, Inc.1

     18,085        4,380,368  

LKQ Corp.

     280,292        12,310,425  

MGM Resorts International

     170,900        5,967,828  

NVR, Inc.*

     904        4,893,008  

Ulta Beauty, Inc.*

     16,276        6,206,202  

Total Consumer Discretionary

        41,336,981  

Consumer Staples - 10.6%

     

Albertsons Cos., Inc., Class A

     310,152        6,730,298  

BJ’s Wholesale Club Holdings, Inc.*

     153,720        10,471,406  

Dollar Tree, Inc.*

     45,212        5,022,601  

The Kroger Co.

     221,512        10,050,000  

Total Consumer Staples

        32,274,305  

Energy - 8.6%

     

Chesapeake Energy Corp.1

     42,499        3,658,314  

Delek US Holdings, Inc.

     108,508        2,859,186  

Texas Pacific Land Corp.

     2,713        5,008,062  

Tidewater, Inc.*

     77,764        5,315,170  

Valaris, Ltd.*

     91,328        6,031,301  

The Williams Cos., Inc.

     103,083        3,546,055  

Total Energy

        26,418,088  

Financials - 17.4%

     

Apollo Global Management, Inc.

     53,350        4,131,424  

Ares Management Corp., Class A

     52,446        5,170,651  

Brookfield Asset Management, Ltd., Class A (Canada)1

     157,337        4,510,852  

Fairfax Financial Holdings, Ltd. (Canada)

     13,564        11,284,071  

Global Payments, Inc.

     75,956        8,068,046  

KKR & Co., Inc.

     89,519        4,959,353  

WEX, Inc.*

     43,403        7,225,731  

Willis Towers Watson PLC (United Kingdom)

     33,457        7,892,172  

Total Financials

        53,242,300  

Health Care - 6.6%

     

Centene Corp.*

     110,317        7,609,667  

GE HealthCare Technologies, Inc.

 

    

 

84,094

 

 

 

    

 

5,598,138

 

 

 

      Shares      Value  

Laboratory Corp. of America Holdings

     34,361        $6,862,922  

Total Health Care

        20,070,727  

Industrials - 22.2%

     

API Group Corp.*

     238,718        6,175,635  

Armstrong World Industries, Inc.

     99,466        7,548,475  

CACI International, Inc., Class A*

     14,468        4,698,628  

Carlisle Cos., Inc.

     47,020        11,947,312  

Clarivate PLC (United Kingdom)*,1

     620,305        3,957,546  

Core & Main, Inc., Class A*

     278,504        8,377,400  

Delta Air Lines, Inc.

     174,517        5,453,656  

Expeditors International of Washington, Inc.

     45,212        4,939,411  

Ferguson PLC (United Kingdom)

     50,637        7,605,677  

SS&C Technologies Holdings, Inc.

     140,156        7,042,839  

Total Industrials

        67,746,579  

Materials - 4.8%

     

AptarGroup, Inc.

     40,691        4,975,288  

Arch Resources, Inc.

     24,414        3,682,364  

Royal Gold, Inc.

     57,867        6,037,264  

Total Materials

        14,694,916  

Real Estate - 4.2%

     

Alexandria Real Estate Equities, Inc., REIT

     48,825        4,547,072  

Howard Hughes Holdings, Inc.*

     59,679        3,958,508  

The St Joe Co.

     95,849        4,470,398  

Total Real Estate

        12,975,978  

Utilities - 4.7%

     

Entergy Corp.

     64,196        6,136,496  

IDACORP, Inc.

     85,902        8,135,778  

Total Utilities

        14,272,274  

Total Common Stocks
(Cost $288,183,164)

        296,928,362  
     Principal
Amount
        

Short-Term Investments - 4.2%

     

Joint Repurchase Agreements - 1.5%2

 

  

Bank of America Securities, Inc., dated 10/31/23, due 11/01/23, 5.310% total to be received $1,120,731 (collateralized by various U.S. Government Agency Obligations, 2.000% - 6.500%, 04/01/48 - 10/01/53, totaling $1,142,977)

   $ 1,120,566        1,120,566  

Deutsche Bank Securities, Inc., dated 10/31/23, due 11/01/23, 5.310% total to be received $1,120,731 (collateralized by various U.S. Government Agency Obligations, 1.000% - 7.000%, 09/01/28 - 01/01/61, totaling $1,142,977)

     1,120,566        1,120,566  
 

 

 

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

9


Table of Contents
    

 

AMG River Road Mid Cap Value Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

      

 

      Principal
Amount
     Value  

Joint Repurchase Agreements - 1.5%2

 

  

(continued)

     

Industrial and Commercial Bank of China Financial Services LLC, dated 10/31/23, due 11/01/23, 5.340% total to be received $1,120,732 (collateralized by various U.S. Treasuries, 0.000% - 7.625%, 11/02/23 - 08/15/53, totaling $1,142,978)

   $ 1,120,566        $1,120,566  

RBC Capital Markets LLC, dated 10/31/23, due 11/01/23, 5.310% total to be received $1,120,731 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.500%, 11/07/23 - 08/20/53, totaling $1,142,977)

     1,120,566        1,120,566  

Total Joint Repurchase Agreements

 

     4,482,264  

Repurchase Agreements - 2.7%

 

  

Fixed Income Clearing Corp., dated 10/31/23 due 11/01/23, 5.150% total to be received $4,784,684 (collateralized by a U.S. Treasury, 4.125%, 06/15/26, totaling $4,879,694)

     4,784,000        4,784,000  

    

     
      Principal
Amount
     Value  

Fixed Income Clearing Corp., dated 10/31/23 due 11/01/23, 5.150% total to be received $3,559,509 (collateralized by a U.S. Treasury, 3.500%, 04/30/30, totaling $3,630,226)

   $ 3,559,000        $3,559,000  

Total Repurchase Agreements

 

     8,343,000  

Total Short-Term Investments
(Cost $12,825,264)

        12,825,264  

Total Investments - 101.3%
(Cost $301,008,428)

        309,753,626  

Other Assets, less Liabilities - (1.3)%

 

     (3,858,005

Net Assets - 100.0%

        $305,895,621  

    

     
 

 

*

Non-income producing security.

1 

Some of these securities, amounting to $10,357,118 or 3.4% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

 

2 

Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

REIT

Real Estate Investment Trust

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2023:

 

    

Level 1

 

    

Level 2

 

    

Level 3

 

    

Total

 

 

  Investments in Securities

           

Common Stocks

  

$

296,928,362

 

  

 

 

  

 

 

  

 

$296,928,362

 

Short-Term Investments

           

Joint Repurchase Agreements

            $4,482,264               4,482,264  

Repurchase Agreements

            8,343,000               8,343,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

  

$

296,928,362

 

  

 

$12,825,264

 

  

 

 

  

 

$309,753,626

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3.

 

 

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

10


Table of Contents
    

 

AMG River Road Large Cap Value Select Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

OVERVIEW

 

For the fiscal year ended October 31, 2023, AMG River Road Large Cap Value Select Fund (the “Fund”) Class N shares returned 9.50%, notably outpacing the 0.13% return for the Russell 1000® Value Index, the Fund’s benchmark.

 

PERFORMANCE REVIEW

 

The sector with the largest positive contribution to relative return was financials, which benefited from positive stock selection. The sector with the largest negative contribution to relative return was communication services, which suffered from negative stock selection partially offset by an overweight allocation.

 

The top contributors to the Fund’s active return were Fairfax Financial Holdings, Ltd. (“FRFHF”) and Ferguson PLC (“FERG”). FRFHF is a Canadian holding company focused on Property and Casualty (P&C) insurance and the reinsurance industry. Like the more famous Berkshire Hathaway, FRFHF follows a disciplined approach to underwriting insurance; historically the company has not chased market share and focuses on writing profitable insurance policies in addition to generating attractive investment returns with the float.

 

FRFHF is firing on all cylinders as both the underwriting and investment results continue to impress. More importantly, the company achieved solid growth (10%) while maintaining its high underwriting standards with a combined ratio of 93.9% (91.5% excluding catastrophes) compared to industry losses as the P&C industry registered a combined ratio of 102.7% in Q2. On the investment front, FRFHF continues to monetize its undervalued assets and capitalize on the higher interest rate environment by deploying its low duration fixed income portfolio into higher yielding U.S. and Canadian government bonds.

 

Another top contributor was FERG, one of the largest distributors of a broad range of plumbing and heating products in the U.S. and Canada. The company generates 75% of its revenues from market segments in which FERG is the #1 or #2 player. FERG leverages its relationship with 34,000 suppliers for pricing discounts on more than 3.5 million products that it can then pass along to its one million+ customers. We expect the company’s 20%+ return on invested capital (ROIC) to expand over time as the company uses its consistent free cash flow (FCF) to

 

    

consolidate the highly fragmented industry (10,000+ mom-and-pop competitors) and further entrench its scale advantages. The stock, which listed its shares in the U.S. in 2021 and has yet to be included in most indexes like the S&P 500®, remains under-owned by U.S. investors as the company is headquartered in the U.K. and is primarily followed by European sell-side analysts.

 

FERG is nicely split between residential construction (54% of U.S. sales) and non-residential construction (46%). We believe the long-term outlook is bright for both segments, but the near-term view is more mixed. After exploding during the pandemic, the residential segment is slowing down. When distribution businesses slow down, cash is freed as working capital is released and FCF increases. We believe the non-residential segment is particularly well-positioned over the next several years as multiple infrastructure bills flow through the broader economy. In our view, FERG’s scale and one-stop-shop offering, positions the company to gain market share in the megaproject arena.

 

The bottom contributing holdings to the Fund’s active return were CVS Health Corp. (“CVS”) and Keurig Dr Pepper, Inc. (“KDP”). CVS is the largest pharmacy service provider in the U.S. CVS generates profits equally between its Aetna insurance segment (purchased in 2018), Caremark pharmacy benefits manager (purchased in 2007), and nearly 10,000 retail stores. CVS is attempting to transform itself into a leading integrated healthcare provider by combining three business lines (managed care organizations (MCO), pharmacy benefit managers (PBM), and pharmacy). Unfortunately, the execution of this strategy fell short of expectations. The PBM segment lost business to an emerging competitor, the MCO business (Aetna) received a lower star rating, negatively affecting government reimbursements, and the retail pharmacy faces challenges in managing difficult comps and elevated retail shrinkage. Additionally, several government investigations and ill-timed, overpriced acquisitions heightened CVS’ risk profile. We decided to exit the position as our investment thesis failed to materialize.

 

KDP is the third-largest beverage company in the world. The business is split between cold beverages (60% of operating profit), namely Dr Pepper and Canada Dry, and hot beverages (40%), which includes the company’s Keurig coffee business in the cold segment. KDP has gained volume share in

      

U.S. carbonated soft drinks (CSDs) consistently for the past two decades and now boasts a 25% market share, which is approaching long-time #2 Pepsi’s CSD market share. In the hot segment, KDP dominates the at-home, single-serve coffee market with an 80% market share.

 

The carbonated business continues to share with market share gains in 90% of its key products. The coffee segment, however, has stumbled coming out of the pandemic. The company reported revenue declines as increased mobility (Omicron surge last year kept some customers at home), softer discretionary spending, and a challenged specialty retailer’s landscape have been key issues for the segment. KDP’s management remains convinced that the coffee segment will bounce back in the second half of 2023.

 

POSITIONING AND OUTLOOK

 

We believe the Fund’s portfolio reflects a balanced mix of value, defensive high quality, attractive growth, and financially strong positions. According to FactSet, the portfolio trades at 9.7x EV/EBITDA compared to the Russell 1000® Value’s multiple of 11.5x. The Fund’s portfolio also demonstrates attractive quality (as measured by the five-year average return on equity (ROE)) with an average ROE of 14.0% versus 15.1% for the benchmark. Furthermore, the portfolio’s expected long-term growth (as measured by published long-term estimates) is healthy at 12.7% versus the benchmark’s 7.3%. In terms of the financial strength, as measured by net debt/EBITDA, the portfolio is slightly more levered at 2.47x versus 2.26x for the benchmark. However, the FactSet calculation excludes some financials (22.1% of 30.0% of the portfolio) and data is not available for some American Depositary Receipts (“ADR”) (5.7%), and we believe our financials and ADRs represent some of the most financially strong holdings in the Fund. For example, the average financial conviction rating for the excluded financials and ADR holdings is 1.75 (1.0=highest, 5.0=lowest). We believe the strategy is well-positioned to navigate a challenging economic environment.

 

The views expressed represent the opinions of River Road Asset Management, LLC as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

         

 

 

 

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AMG River Road Large Cap Value Select Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Large Cap Value Select Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Large Cap Value Select Fund’s Class N shares on October 31, 2013, to a $10,000 investment made in the Russell 1000® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Large Cap Value Select Fund and the Russell 1000® Value Index for the same time periods ended October 31, 2023.

 

     One   Five   Ten
  Average Annual Total Returns1    Year   Years   Years

AMG River Road Large Cap Value Select Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16

Class N

   9.50%   4.76%     7.17%

Class I

   9.83%   5.07%     7.48%

Russell 1000® Value Index17

   0.13%   6.60%     7.60%

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 800.548.4539 or visit our website at wealth.amg.com for a free prospectus. Read it carefully before investing or sending money.

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

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

2 

As of March 22, 2021, the Fund’s Subadviser was changed to River Road Asset Management, LLC. Prior to March 22, 2021, the Fund was known as the AMG FQ Long-Short Equity Fund and had different principal

investmentstrategies and corresponding risks. Performance shown for periods prior to March 22, 2021, reflects the performance and investment strategies of the Fund’s previous Subadviser, First Quadrant, LLC. The Fund’s past performance would have been different if the Fund were managed by the current Subadviser and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the Fund.

 

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

 

4  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

5  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmark or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

6  Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

 

7  The Fund is non-diversified and therefore a greater percentage of holdings may be focused in a small number of issuers or a single issuer, which can place the Fund at greater risk. Notwithstanding the Fund’s status as a “non-diversified” investment company under the Investment Company Act of 1940 (the “1940 Act”), the Fund intends to qualify as a regulated investment company accorded favorable tax treatment under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which imposes its own diversification requirements that are less restrictive than the requirements applicable to “diversified” investment companies under the 1940 Act. The Fund’s intention to qualify as a regulated investment company may limit its pursuit of its investment strategy and its investment strategy could limit its ability to so qualify.

 

8  To the extent the Fund invests a substantial portion of its assets in a relatively small number of securities or a particular market, industry, group of industries, country, region, group of countries, asset class or sector, it generally will be subject to greater risk than a fund that invests in a more

 

 

 

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Table of Contents
    

 

    

AMG River Road Large Cap Value Select Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

diverseinvestment portfolio. In addition, the value of the Fund would be more susceptible to any single economic, market, political or regulatory occurrence affecting, for example, that particular market, industry, region or sector.

 

9  Issuers and companies that are in similar industry sectors 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.

 

10 Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.

 

11 Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

12 Convertible preferred stocks, which are convertible into shares of the issuer’s common stock and pay regular dividends, and convertible debt securities, which are convertible into shares of the issuer’s common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower,

      

whichmay cause their prices to fall as interest rates rise. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.

 

13 Investments in the Fund may be subject to many of the same risks as a direct investment in real estate. The stock prices of companies in the real estate industry, including real estate investment trusts (“REITs”), are typically sensitive to changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, as well as the management skill and creditworthiness of the issuer. REITs also depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders and are subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code.

 

14 Investments in master limited partnerships (“MLPs”) are subject to similar risks to those associated with the specific industry or industries in which the partnership invests, such as the risk of investing in the real estate or oil and gas industries. In addition, investments in MLPs are subject to the risks of investing in a partnership, including limited control and voting rights on matters affecting the partnership and fewer investor protections compared to corporations.

 

15 Investing in publicly traded partnerships (“PTPs”) (including master limited partnerships) involves special risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets,

 

 

      

whichin many cases includes the same types of risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk. PTPs are also subject to capital markets risk, which is the risk that they may be unable to raise capital to execute their growth strategies. PTPs are also subject to tax risk, which is the risk that PTPs may lose their partnership status for tax purposes. The Fund’s ability to make investments in certain PTPs, including master limited partnerships, can be limited by the Fund’s intention to qualify as a regulated investment company accorded favorable tax treatment under the Internal Revenue Code, and if the Fund does not appropriately limit such investments or if such investments are recharacterized for U.S. federal income tax purposes, the Fund’s status as a regulated investment company may be jeopardized.

 

16 The stocks of large-capitalization companies are generally more mature and may not be able to reach the same levels of growth as the stocks of small- or mid-capitalization companies.

 

17 The Russell 1000® Value Index is a market capitalization weighted index that measures the performance of those Russell 1000® companies with lower price-to-book ratios and lower forecasted growth values. Unlike the Fund, the Russell 1000® Value Index is unmanaged, is not available for investment and does not incur expenses.

 

The Russell 1000® Value Index is a trademark of the London Stock Exchange Group companies.

 

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

 

 

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Table of Contents

 

    

 

AMG River Road Large Cap Value Select Fund

Fund Snapshots (unaudited)

October 31, 2023

 

   

    

 

      

 

PORTFOLIO BREAKDOWN

 

   Sector    % of
Net Assets
 

Financials

       29.9
 

Consumer Staples

       22.6
 

Industrials

       12.9
 

Energy

       8.6
 

Communication Services

       7.4
 

Health Care

       5.3
 

Consumer Discretionary

       4.9
 

Utilities

       4.3
 

Materials

       2.5
 

Short-Term Investments

       1.2
 

Other Assets, less Liabilities

       0.4

TOP TEN HOLDINGS

 

   Security Name  

% of

Net Assets

 

Berkshire Hathaway, Inc., Class B

                    8.0        
 

Fairfax Financial Holdings, Ltd. (Canada)

        5.8
 

Nestle SA, Sponsored ADR (Switzerland)

        5.7
 

T-Mobile US, Inc.

        5.4
 

Keurig Dr Pepper, Inc.

        5.4
 

UnitedHealth Group, Inc.

        5.3
 

Carlisle Cos., Inc.

        5.0
 

BJ’s Wholesale Club Holdings, Inc.

        5.0
 

Fiserv, Inc.

        4.9
 

LKQ Corp.

        4.9
       

 

 

 
 

Top Ten as a Group

      55.4
     

 

 

 
 

 

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


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AMG River Road Large Cap Value Select Fund

Schedule of Portfolio Investments

October 31, 2023

   

    

 

 

        

 

 

      Shares      Value  

Common Stocks - 98.4%

     

Communication Services - 7.4%

 

  

Alphabet, Inc., Class C*

     5,238        $656,321  

T-Mobile US, Inc.*

     12,040        1,732,075  

Total Communication Services

        2,388,396  

Consumer Discretionary - 4.9%

     

LKQ Corp.

     35,542        1,561,005  

Consumer Staples - 22.6%

     

BJ’s Wholesale Club Holdings, Inc.*

     23,660        1,611,719  

Dollar Tree, Inc.*

     5,509        611,995  

Keurig Dr Pepper, Inc.

     57,034        1,729,841  

The Kroger Co.

     33,105        1,501,974  

Nestle SA, Sponsored ADR (Switzerland)

     16,902        1,821,360  

Total Consumer Staples

        7,276,889  

Energy - 8.6%

     

EOG Resources, Inc.

     7,891        996,239  

Suncor Energy, Inc. (Canada)

     32,669        1,058,475  

Valaris, Ltd.*

     11,006        726,836  

Total Energy

        2,781,550  

Financials - 29.9%

     

Berkshire Hathaway, Inc., Class B*

     7,517        2,565,778  

Fairfax Financial Holdings, Ltd. (Canada)

     2,238        1,861,822  

Fiserv, Inc.*

     13,975        1,589,656  

KKR & Co., Inc.

     18,664        1,033,985  

The Progressive Corp.

     6,989        1,104,891  

Willis Towers Watson PLC (United Kingdom)

     6,292        1,484,220  

Total Financials

        9,640,352  

    

     

 

* 

Non-income producing security.

      Shares      Value  

Health Care - 5.3%

 

  

UnitedHealth Group, Inc.

     3,196        $1,711,650  

Industrials - 12.9%

 

  

Armstrong World Industries, Inc.

     14,735        1,118,239  

Carlisle Cos., Inc.

     6,360        1,616,012  

Delta Air Lines, Inc.

     20,411        637,844  

Ferguson PLC (United Kingdom)

     5,150        773,530  

Total Industrials

        4,145,625  

Materials - 2.5%

 

  

CRH PLC (Ireland)

     14,972        802,050  

Utilities - 4.3%

 

  

IDACORP, Inc.

     14,614        1,384,092  

Total Common Stocks
(Cost $29,701,592)

        31,691,609  
     Principal
Amount
        
Short-Term Investments - 1.2%      

Repurchase Agreements - 1.2%

 

  

Fixed Income Clearing Corp., dated 10/31/23 due 11/01/23, 5.150% total to be received $369,053 (collateralized by a U.S. Treasury, 3.500%, 04/30/30, totaling $376,387)

   $ 369,000        369,000  

Total Short-Term Investments
(Cost $369,000)

        369,000  

Total Investments - 99.6%
(Cost $30,070,592)

        32,060,609  

Other Assets, less Liabilities - 0.4%

 

     142,807  

Net Assets - 100.0%

      $ 32,203,416  

    

     

    ADR    American Depositary Receipt

 

 

 

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

15


Table of Contents
    

    

AMG River Road Large Cap Value Select Fund  

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 October 31, 2023:

 

     Level 1      Level 2      Level 3      Total

  Investments in Securities

           

Common Stocks

  

$

31,691,609

 

  

 

 

  

 

 

  

$31,691,609

Short-Term Investments

           

Repurchase Agreements

         

$

369,000

 

         

369,000

  

 

 

    

 

 

    

 

 

    

 

  Total Investments in Securities

  

$

31,691,609

 

  

$

369,000

 

  

 

 

  

$32,060,609

  

 

 

    

 

 

    

 

 

    

 

 

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

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3.

 

 

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

16


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AMG River Road Small Cap Value Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2023, AMG River Road Small Cap Value Fund (the “Fund”) Class N shares returned 1.58%, outperforming the -9.93% return for the Russell 2000® Value Index, the Fund’s benchmark.

 

PERFORMANCE REVIEW

 

The sector with the largest positive contribution to relative return was financials, which benefited from positive stock selection (no bank exposure) and an underweight allocation. The sector with the largest negative contribution to relative return was consumer discretionary, which suffered from negative stock selection and an underweight allocation. The Fund’s cash position, which averaged 8.66% during the period, was a positive contributor to relative performance by +154 basis points (bps).

 

The top contributing holdings to the Fund’s active return were SP Plus Corp. (“SP”) and Permian Resources Corp. (Cl A) (“PR”). SP provides outsourced parking lot management and ancillary services in the U.S. and Canada. It utilizes proprietary technology to handle gate operations and payments, and also leases parking lots. In October 2023, SP signed a deal to be acquired by Metropolis Technologies for $54/share in cash, which was a 52% premium to its previous day’s closing price and a 4% premium to our $52/share assessed value. PR is an independent oil and gas exploration and production company concentrated in the Delaware basin. In August, PR announced an all-stock acquisition of Earthstone Energy for $4.5 billion, or

      

2.9x 2024 estimated EBITDAX, the lowest multiple of publicly traded Permian E&P (exploration and production) peers. The deal adds acreage in the Delaware and Midland basins within the Permian and almost doubles existing production. PR expects $175 million in synergies by year-end 2024 from operational efficiencies associated with drilling, completions, and facilities savings. Given the successful integration and cost savings achieved from PR’s previous merger with Colgate, these targets appear achievable and should reduce PR’s cash costs. The transaction is projected to have over 30% free cash flow (FCF) accretion in the first two years. We believe PR will remain well capitalized with net leverage less than 1.0x and liquidity of more than $1.0 billion.

 

The bottom contributing holdings to the Fund’s active return were Air Transport Services Group, Inc. (“ATSG”) and Leslie’s, Inc. (“LESL”). ATSG is the premier lessor of the Boeing 767 freighter aircraft, which is essential to support e-commerce. Earlier in the year, ATSG announced plans to increase capital expenditures to accelerate growth in its fleet and expected to take its net leverage from 2.3x to 3.0x over the next 18 to 24 months in an environment of high interest rates. After investor feedback, management subsequently dialed back its growth plans. However, the company lowered 2023 EBITDA guidance by -7% late in the year due to operational mishaps and an unexpected negative impact from the Israel/Hamas conflict. LESL is the largest direct-to-consumer pool supply retailer in the U.S. The company has had weak year to date results following two strong years benefiting from

      

COVID-19-related industry supply chain problems. Pool owners entered the season with elevated chemical inventories caused by overbuying in previous years. Early summer temperatures were the coolest in a decade, which hurt demand for chemicals in key markets (California, Texas, and Arizona). Consumers also exhibited increased price sensitivity after a prolonged period of elevated price inflation, which forced LESL to lower prices to move product.

 

OUTLOOK AND POSITIONING

 

We are skeptical that this cycle has marked the ultimate bottom for small cap stocks given a looming recession, falling earnings expectations, and the U.S. Federal Reserve resolving to maintain high interest rates until inflation is under control.

Additionally, we think it could be years, not quarters, before investors see sustainable and meaningful new highs in stocks as markets struggle with valuations in an era of higher interest rates and geopolitical uncertainty. We believe high quality companies with attractive growth rates and attractive valuations are a wonderful place to invest in the current environment. We believe the Fund is attractively positioned compared to the benchmark based on EV/EBITDA, return on equity (ROE), and long-term growth outlook.

 

The views expressed represent the opinions of River Road Asset Management, LLC as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

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AMG River Road Small Cap Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Small Cap Value Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Small Cap Value Fund’s Class N shares on October 31, 2013, to a $10,000 investment made in the Russell 2000® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Small Cap Value Fund and the Russell 2000® Value Index for the same time periods ended October 31, 2023.

 

     One   Five   Ten     Since   Inception
  Average Annual Total Returns1    Year   Years   Years     Inception   Date

AMG River Road Small Cap Value Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12

 

   

Class N

   1.58%   7.21%     7.58%     7.77%   06/28/05

Class I

   1.81%   7.50%     7.86%     6.58%   12/13/06

Class Z

   1.94%   7.61%         7.18%   09/29/17

Russell 2000® Value Index13

   (9.93%)   3.26%     5.20%     5.96%   06/28/05

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 800.548.4539 or visit our website at wealth.amg.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.

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

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

 

3  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

4  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmark or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

5  The stocks of small- and mid-capitalization companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

 

6  Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

 

7  Issuers and companies that are in similar industry sectors 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  Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.

 

9  Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

10 The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

11 Convertible preferred stocks, which are convertible into shares of the issuer’s common stock and pay regular dividends, and convertible debt securities, which are convertible into shares of the issuer’s common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock.

 

 

 

18


Table of Contents
    

 

    

    

AMG River Road Small Cap Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

 

    Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.

 

12 Investments in the Fund may be subject to many of the same risks as a direct investment in real estate. The stock prices of companies in the real estate industry, including real estate investment trusts

 

      

    (“REITs”), are typically sensitive to changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, as well as the management skill and creditworthiness of the issuer. REITs also depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders and are subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended.

 

13 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.

 

The Russell 2000® Value Index is a trademark of the London Stock Exchange Group companies.

 

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

 

 

 

 

19


Table of Contents
    

AMG River Road Small Cap Value Fund

Fund Snapshots (unaudited)

October 31, 2023

 

        
      

 

 

PORTFOLIO BREAKDOWN

 

   Sector   

% of

Net Assets

 

Industrials

       32.2
 

Financials

       15.5
 

Information Technology

       8.3
 

Energy

       7.0
 

Consumer Staples

       6.9
 

Consumer Discretionary

       4.9
 

Communication Services

       4.2
 

Utilities

       4.1
 

Health Care

       3.7
 

Materials

       3.3
 

Real Estate

       0.3
 

Short-Term Investments

       10.0
 

Other Assets, less Liabilities

       (0.4 )

TOP TEN HOLDINGS

 

   Security Name         

% of

Net Assets

 

White Mountains Insurance Group, Ltd.

              3.9        
 

BJ’s Wholesale Club Holdings, Inc.

            3.9
 

SP Plus Corp.

      3.6
 

McGrath RentCorp

      3.2
 

Air Transport Services Group, Inc.

      3.1
 

UniFirst Corp.

      3.0
 

Atkore, Inc.

      2.8
 

Murphy USA, Inc.

      2.8
 

CoreCivic, Inc.

      2.6
 

ePlus, Inc.

      2.5
 
     

 

 

Top Ten as a Group

    31.4
   

 

 

 

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


Table of Contents
    

AMG River Road Small Cap Value Fund

Schedule of Portfolio Investments

October 31, 2023

 

     
     

 

 

 

      Shares      Value  

Common Stocks - 90.4%

     

Communication Services - 4.2%

 

  

Cable One, Inc.

     20,551        $11,300,378  

Liberty Latin America, Ltd., Class C*

     3,161        21,653  

TripAdvisor, Inc.*

     813,784        12,011,452  

WideOpenWest, Inc.*

     404,271        2,846,068  

Yelp, Inc.*

     256,943        10,840,425  

Total Communication Services

        37,019,976  

Consumer Discretionary - 4.9%

     

Advance Auto Parts, Inc.

     147,757        7,687,797  

Asbury Automotive Group, Inc.*,1

     29,792        5,701,295  

Leslie’s, Inc.*,1

     1,051,989        5,196,826  

Murphy USA, Inc.

     67,057        24,320,903  

Total Consumer Discretionary

        42,906,821  

Consumer Staples - 6.9%

     

BJ’s Wholesale Club Holdings, Inc.*

     504,391        34,359,115  

Hostess Brands, Inc.*

     308,119        10,291,174  

Ingles Markets, Inc., Class A

     197,817        15,868,880  

Total Consumer Staples

        60,519,169  

Energy - 7.0%

     

Delek US Holdings, Inc.

     509,918        13,436,340  

Evolution Petroleum Corp.

     803,826        5,168,601  

Permian Resources Corp.

     1,447,188        21,085,529  

SM Energy Co.

     473,963        19,110,188  

World Kinect Corp.

     181,022        3,348,907  

Total Energy

        62,149,565  

Financials - 15.5%

     

American Equity Investment Life Holding Co.*

     42,824        2,267,959  

Axis Capital Holdings, Ltd. (Bermuda)

     362,212        20,682,306  

Cannae Holdings, Inc.*

     1,030,332        16,845,928  

EVERTEC, Inc. (Puerto Rico)

     534,863        16,997,946  

Genworth Financial, Inc., Class A*

     3,579,383        21,440,504  

NCR Atleos Corp.*

     309,751        6,833,107  

NMI Holdings, Inc., Class A*

     321,509        8,793,271  

Radian Group, Inc.

     328,571        8,325,989  

White Mountains Insurance Group, Ltd.

     24,305        34,774,379  

Total Financials

        136,961,389  

Health Care - 3.7%

     

Computer Programs and Systems, Inc.*

     463,147        6,525,741  

Embecta Corp.

     583,740        8,826,149  

Envista Holdings Corp.*

     93,779        2,182,238  

Patterson Cos., Inc.

     418,520        12,748,119  

    

     
      Shares      Value  

Premier, Inc., Class A

     130,291        $2,504,193  

Total Health Care

        32,786,440  

Industrials - 32.2%

     

Air Transport Services Group, Inc.*

     1,379,127        26,989,515  

Alight, Inc., Class A*

     1,739,321        11,549,091  

Argan, Inc.

     249,847        11,428,002  

Armstrong World Industries, Inc.

     242,695        18,418,124  

Atkore, Inc.*

     199,312        24,770,495  

Barrett Business Services, Inc.

     44,274        4,049,300  

Core & Main, Inc., Class A*

     170,922        5,141,334  

CoreCivic, Inc.*

     1,804,725        22,920,007  

Forward Air Corp.

     73,945        4,762,797  

The GEO Group Inc., REIT*,1

     1,077,553        9,417,813  

GMS, Inc.*

     130,719        7,644,447  

Kelly Services, Inc., Class A

     553,348        9,877,262  

McGrath RentCorp

     280,395        28,207,737  

MSC Industrial Direct Co., Inc., Class A

     110,778        10,496,216  

NOW, Inc.*

     472,572        5,207,743  

Park Aerospace Corp.

     733,679        10,770,408  

SP Plus Corp.*

     635,732        32,123,538  

UniFirst Corp.

     161,244        26,513,351  

Verra Mobility Corp.*

     134,062        2,650,406  

Viad Corp.*

     451,607        10,942,438  

Total Industrials

        283,880,024  

Information Technology - 8.3%

     

ACI Worldwide, Inc.*

     672,009        13,688,823  

DXC Technology Co.*

     230,611        4,651,424  

ePlus, Inc.*

     357,721        22,357,563  

Ituran Location and Control, Ltd. (Israel)

     230,417        5,698,212  

NCR Voyix, Corp.*

     619,503        9,472,201  

Vontier Corp.

     591,325        17,479,567  

Total Information Technology

        73,347,790  

Materials - 3.3%

     

American Vanguard Corp.

     222,225        2,080,026  

Summit Materials, Inc., Class A*

     499,162        16,422,430  

TriMas Corp.

     454,332        10,999,377  

Total Materials

        29,501,833  

Real Estate - 0.3%

     

Newmark Group, Inc., Class A

     495,868        2,811,572  

Utilities - 4.1%

     

Northwestern Energy Group, Inc.

     342,078        16,423,165  

PNM Resources, Inc.

     158,768        6,709,535  

    

     
 

 

 

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

21


Table of Contents

AMG River Road Small Cap Value Fund

Schedule of Portfolio Investments (continued)

 

    

 

 

 

     

Shares

     Value  

Utilities-4.1% (continued)

 

  

Southwest Gas Holdings, Inc.

     219,116        $12,842,389  

Total Utilities

        35,975,089  

Total Common Stocks

     

(Cost $678,257,150)

        797,859,668  
     Principal     
     Amount     

Short-Term Investments-10.0%

     

Joint Repurchase Agreements -0.4%2

     

Bank of America Securities, Inc., dated 10/31/23,due 11/01/23, 5.310% total to be received $1,000,148 (collateralized by various U.S. Government Agency Obligations,2.000% -6.500%, 04/01/48 -10/01/53, totaling $1,020,000)

     $1,000,000        1,000,000  

Citigroup Global Markets, Inc., dated 10/31/23,due 11/01/23, 5.310% total to be received $1,000,148 (collateralized by various U.S. Government Agency Obligations, 2.000% -7.715%, 12/01/27—06/20/73, totaling $1,020,000)

     1,000,000        1,000,000  

Industrial and Commercial

Bank of China

Financial Services LLC, dated

10/31/23,

due 11/01/23, 5.340% total to be received $1,000,148 (collateralized

by various U.S. Treasuries, 0.000%-7.625%, 11/02/23 -08/15/53, totaling $1,020,000)

     1,000,000        1,000,000  
     

Principal

Amount

   Value  

RBC Capital Markets LLC, dated 10/31/23, due

11/01/23, 5.310% total to be received $606,089(collateralized by various U.S. Government Agency Obligations and U.S. Treasuries,0.000% - 6.500%, 11/07/23 - 08/20/53, totaling $618,120)

   $606,000    $ 606,000  

Total Joint Repurchase Agreements

        3,606,000  

Repurchase Agreements-9.6%

     

Fixed Income Clearing Corp. dated 10/31/23, due 11/01/23, 5.150% total to be received $84,345,064 (collateralized by various U.S. Treasuries, 1.750%-3.500%, 04/30/30 -08/15/41, totaling $86,019,664)

   84,333,000      84,333,000  

Total Short-Term Investments

(Cost $87,939,000)

        87,939,000  

Total Investments-100.4%

(Cost $766,196,150)

        885,798,668  

Other Assets, less Liabilities-(0.4)%

        (3,392,666

Net Assets -100.0%

      $ 882,406,002  
 

 

*

Non-income producing security.

 

1 

Some of these securities, amounting to $5,495,569 or 0.6% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

 

2 

Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

REIT

Real Estate Investment Trust

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2023:

 

    

Level 1

 

    

Level 2

 

  

Level 3

 

    

Total

 

Investments in Securities

           

Common Stocks

  

$

797,859,668

 

  

  

 

 

  

$797,859,668

Short-Term Investments

           

Joint Repurchase Agreements

          $3,606,000           3,606,000

Repurchase Agreements

          84,333,000           84,333,000
  

 

 

    

 

  

 

 

    

 

Total Investments in Securities

  

$

797,859,668

 

  

$87,939,000

  

 

 

  

$885,798,668

  

 

 

    

 

  

 

 

    

 

 

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

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3.

 

 

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

 

22


Table of Contents
    

 

    

AMG River Road Dividend All Cap Value Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2023, the AMG River Road Dividend All Cap Value Fund (the “Fund”) Class N shares returned -7.50%, underperforming the return of -0.48% for the Russell 3000® Value Index, the Fund’s benchmark.

 

MARKET AND PERFORMANCE REVIEW

 

The period was dominated by rising interest rates, continued elevated inflation, conflict, and slowing economic growth. As expected, these forces contributed to continued market volatility. However, the decision by the U.S. Federal Reserve (the “Fed”) to slow the pace of interest rate increases has undercut fears of an imminent recession and equity markets have generally proved more resilient as a result. Relative to the benchmark, the Fund’s bias toward high dividend paying stocks was a significant headwind as non-payers advanced >8% in the period while companies with yields above 2% declined. Sector allocation was largely positive with the biggest contributions from the overweights in communication services and information technology, offset in part by the overweight in utilities. Reflecting the challenge for dividend payers, stock selection was broadly negative as only the positions in energy outperformed the benchmark sector in the period.

 

The two holdings with the largest positive contribution to the Fund’s active return were Oracle Corp., a leading database provider, and Vistra Corp., an independent Texas-based utility. Oracle’s strong performance was driven by the success of its cloud services, which now account for more than one-third of revenue. The company has carved out a leading position in cloud enterprise resource planning (ERP) solutions and is quickly gaining market share in cloud infrastructure services, making Oracle a legitimate competitor to Amazon’s AWS and Microsoft’s Azure. We trimmed the position multiple times during the period as it moved above our maximum position size and remain optimistic about cloud services growth as the transition of database services to the cloud represents a third leg of growth for Oracle.

 

Vistra Corp. benefited from robust demand growth in the dynamic Texas market. The state experienced record peak demand on numerous occasions over

 

 

    

the summer, and the company capitalized on the strong pricing environment as they were able to meet this need. In addition, the company is set to acquire Energy Harbor Corp. and their fleet of nuclear power plants. Once they have secured regulatory approvals, the company will greatly expand their ability to provide low carbon intensity baseload power to customers in OH, PA, and WV. Following the strong outperformance, we elected to reduce the size of the position to better align the risk and reward.

 

The two holdings with the lowest contribution to the Fund’s active return during the period were The AES Corp. (“AES”), an independent power producer and Advanced Auto Parts, Inc. (“AAP”), an auto parts distributor & retailer. After two years of strong performance, AES retreated in the period. The company has built up a backlog of over 13 gigawatts of renewable projects primarily with global technology leaders that are moving forward with their net zero aspirations. These projects represent a pathway for growth over the next couple of years, but they will require substantial capital to complete, a greater challenge in the current environment. The stock traded lower based on fears that the company would be forced to issue shares at unfavorable valuations to see these projects through, but management was able to sell non-core assets in international markets at attractive prices that cover projected equity needs. This action was consistent with our investment thesis and appeared sufficient to alleviate the broader concern, thus we retained the position.

 

After making some inroads in their turnaround efforts in the quarters after the position was established, AAP declined sharply following the report of poor Q1 results in June. In addition to cutting their guidance for the year, the company announced a -83% reduction in their dividend. This was a realization of the key risk in our investment thesis, and we promptly eliminated the position. Fortunately, we had reduced the position in late 2022 due to accumulated unrealized losses.

 

POSITIONING AND OUTLOOK

 

As of October 31, 2023, the Fund is significantly overweight in the consumer staples, communication services, and information technology sectors and

     

significantly underweight in the health care, industrials, and financials sectors relative to the Fund’s benchmark. The consumer discretionary sector had the largest increase in relative exposure in the past 12 months, going from marginally overweight in October 2022 to significantly so at the end of the period, as several large constituents moved out of the value benchmark. In contrast, the largest decrease in the relative exposure was in the Fund’s position in the health care sector as we made changes in numerous positions during the period.

 

As would be expected amid an economic turning point, one can find plenty of data to support either a bullish or a bearish projection. The decision of the Fed to slow interest rate increases, prompted by moderating inflation and a series of major bank failures, brought optimism to U.S. equity markets—for a time. However, the labor market in the U.S. remains persistently tight, and inflation readings are stubbornly above the Fed’s 2% target. This suggests that interest rates will need to remain elevated even as consumers, particularly those on the low end, start to buckle. Additionally, CEO confidence surveys are less sanguine, and bankers are rapidly tightening lending standards. Although this year witnessed another period of strong momentum in a small group of “growth” stocks, this time for those associated with artificial intelligence, we believe that slower global economic growth, higher interest rates, war, and a general decline in trust will drive sustained outperformance for both value and dividend-focused portfolios in the long-term. However, as we have noted in the past, the journey toward this outcome will likely prove bumpy.

 

The views expressed represent the opinions of River Road Asset Management, LLC as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

23


Table of Contents

    

AMG River Road Dividend All Cap Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Dividend All Cap Value Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Dividend All Cap Value Fund’s Class N shares on October 31, 2013, to a $10,000 investment made in the Russell 3000® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Dividend All Cap Value Fund and the Russell 3000® Value Index for the same time periods ended October 31, 2023.

 

     One   Five   Ten   Since   Inception
  Average Annual Total Returns1    Year   Years   Years   Inception   Date

AMG River Road Dividend All Cap Value Fund2, 3, 4,  5, 6, 7, 8, 9, 10,

11, 12, 13, 14, 15

   

Class N

   (7.50%)   3.81%   5.27%   6.73%   06/28/05

Class I

   (7.17%)   4.07%   5.54%   5.67%   06/28/07

Class Z

   (7.22%)   4.12%         —   3.88%   09/29/17

Russell 3000® Value Index16

   (0.48%)   6.38%   7.43%   6.89%   06/28/05

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 800.548.4539 or visit our website at wealth.amg.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.

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

2 

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

 

3 

Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

4 

Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmark or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

5 

The stocks of small- and mid-capitalization companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

 

6 

Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

 

7 

Issuers and companies that are in similar industry sectors 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 

Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.

 

9 

Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

10 

The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

11 

Convertible preferred stocks, which are convertible into shares of the issuer’s common stock and pay regular dividends, and convertible debt securities, which are convertible into shares of the issuer’s common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock.

 

 

 

24


Table of Contents
    

 

    

AMG River Road Dividend All Cap Value Fund

Portfolio Manager’s Comments (continued)

     
      

 

 

 

Conversely,higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.

 

12 Investments in the Fund may be subject to many of the same risks as a direct investment in real estate. The stock prices of companies in the real estate industry, including real estate investment trusts (“REITs”), are typically sensitive to changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, as well as the management skill and creditworthiness of the issuer. REITs also depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders and are subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

 

13 Investments in master limited partnerships (“MLPs”) are subject to similar risks to those associated with the specific industry or industries in which the partnership invests, such as the risk of investing in

 

 

     

thereal estate or oil and gas industries. In addition, investments in MLPs are subject to the risks of investing in a partnership, including limited control and voting rights on matters affecting the partnership and fewer investor protections compared to corporations.

 

14 Investing in publicly traded partnerships (“PTPs”) (including master limited partnerships) involves special risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets, which in many cases includes the same types of risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk. PTPs are also subject to capital markets risk, which is the risk that they may be unable to raise capital to execute their growth strategies. PTPs are also subject to tax risk, which is the risk that PTPs may lose their partnership status for tax purposes. The Fund’s ability to make investments in certain PTPs, including master limited partnerships, can be limited by the Fund’s intention to qualify as a regulated investment company accorded favorable tax treatment under the Internal Revenue Code, and if the Fund does not appropriately limit such investments or if such investments are recharacterized for U.S. federal income tax purposes, the Fund’s status as a regulated investment company may be jeopardized.

     

15 Investing in royalty income trusts, which typically passively manage royalties and net working interests in oil-, gas- or mineral-producing properties and rely on outside drilling or mining companies to extract the resources, involves certain risks not typically associated with investing in publicly traded companies. Royalty income trusts generally do not guarantee minimum distributions or return of capital. Royalty income trusts are also exposed to many of the same risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk.

 

16 The Russell 3000® Value Index measures the performance of the broad value segment of the U.S. equity universe. It includes those Russell 3000® companies with lower price-to-book ratios and lower forecasted growth values. Unlike the Fund, the Russell 3000® Value Index is unmanaged, is not available for investment and does not incur expenses.

 

The Russell 3000® Value Index is a trademark of the London Stock Exchange Group companies.

 

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

 

 

25


Table of Contents
    

 

AMG River Road Dividend All Cap Value Fund

Fund Snapshots (unaudited)

October 31, 2023

 

   

    

 

      

 

PORTFOLIO BREAKDOWN

 

    Sector   

% of

Net Assets

 
 

Financials

     16.1  
 

Consumer Staples

     15.1  
 

Information Technology

     13.4  
 

Energy

     10.0  
 

Communication Services

     9.7  
 

Health Care

     9.6  
 

Utilities

     9.4  
 

Industrials

     8.4  
 

Exchange Traded Funds

     3.6  
 

Consumer Discretionary

     1.9  
 

Real Estate

     1.6  
 

Short-Term Investments

     3.4  
 

Other Assets, less Liabilities

     (2.2

 

TOP TEN HOLDINGS

 

    Security Name         

% of

Net Assets

 

Oracle Corp.

             4.2
 

The Williams Cos., Inc.

      3.9
 

Comcast Corp., Class A

      3.9
 

Vistra Corp.

      3.7
 

iShares Russell 1000 Value ETF

      3.6
 

Cogent Communications Holdings, Inc.

      3.5
 

The Progressive Corp.

      3.3
 

Kinder Morgan, Inc.

      3.3
 

Unilever PLC, Sponsored ADR (United Kingdom)

      3.2
 

United Parcel Service, Inc., Class B

      3.1
     

 

 

Top Ten as a Group

    35.7
   

 

 

 

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.

 

 

26


Table of Contents
    

AMG River Road Dividend All Cap Value Fund

Schedule of Portfolio Investments

October 31, 2023

     
      

 

 

      Shares      Value  

Common Stocks - 95.2%

     

Communication Services - 9.7%

 

  

Cable One, Inc.

     3,995        $2,196,730  

Cogent Communications Holdings, Inc.

     127,565        8,289,174  

Comcast Corp., Class A

     218,320        9,014,433  

The Interpublic Group of Cos., Inc.

     111,740        3,173,416  

Total Communication Services

        22,673,753  

Consumer Discretionary - 1.9%

     

Genuine Parts Co.

     9,141        1,177,909  

LKQ Corp.

     47,589        2,090,109  

MDC Holdings, Inc.

     29,957        1,136,868  

Total Consumer Discretionary

        4,404,886  

Consumer Staples - 15.1%

     

Dollar General Corp.

     7,800        928,512  

The JM Smucker Co.

     20,487        2,332,240  

Keurig Dr Pepper, Inc.

     90,135        2,733,795  

Kimberly-Clark Corp.

     46,755        5,593,768  

The Kroger Co.

     76,298        3,461,640  

PepsiCo, Inc.

     25,657        4,189,275  

Primo Water Corp.

     135,066        1,763,962  

Sysco Corp.

     33,932        2,256,139  

Target Corp.

     40,853        4,526,104  

Unilever PLC, Sponsored ADR (United Kingdom)1

     159,480        7,551,378  

Total Consumer Staples

        35,336,813  

Energy - 10.0%

     

Enterprise Products Partners LP, MLP

     259,031        6,745,167  

Kinder Morgan, Inc.

     469,405        7,604,361  

The Williams Cos., Inc.

     262,085        9,015,724  

Total Energy

        23,365,252  

Financials - 16.1%

     

Axis Capital Holdings, Ltd. (Bermuda)

     75,439        4,307,567  

Chubb, Ltd. (Switzerland)

     25,720        5,520,026  

CNA Financial Corp.

     48,655        1,965,662  

Fidelity National Financial, Inc.

     66,641        2,604,997  

M&T Bank Corp.

     11,152        1,257,388  

The PNC Financial Services Group, Inc.

     53,645        6,140,743  

The Progressive Corp.

     49,116        7,764,748  

U.S. Bancorp

     162,603        5,183,784  

Willis Towers Watson PLC (United Kingdom)

     12,202        2,878,330  

Total Financials

        37,623,245  

Health Care - 9.6%

     

AbbVie, Inc.

     35,548        5,018,666  

Amgen, Inc.

     20,609        5,269,721  

    

     
      Shares      Value  

Bristol-Myers Squibb Co.

     109,796        $5,657,788  

Johnson & Johnson

     7,899        1,171,738  

Merck & Co., Inc.

     18,730        1,923,571  

Pfizer, Inc.

     104,919        3,206,325  

Premier, Inc., Class A

     12,258        235,599  

Total Health Care

        22,483,408  

Industrials - 8.4%

     

CSG Systems International, Inc.

     37,712        1,767,184  

Dun & Bradstreet Holdings, Inc.

     298,966        2,618,942  

Lockheed Martin Corp.

     3,992        1,814,923  

United Parcel Service, Inc., Class B

     50,998        7,203,468  

Watsco, Inc.1

     17,372        6,060,917  

Total Industrials

        19,465,434  

Information Technology - 13.4%

     

Cisco Systems, Inc.

     76,859        4,006,660  

Corning, Inc.

     243,467        6,515,177  

Micron Technology, Inc.

     64,713        4,327,358  

Oracle Corp.

     94,725        9,794,565  

QUALCOMM, Inc.

     28,699        3,127,904  

Texas Instruments, Inc.

     24,665        3,502,677  

Total Information Technology

        31,274,341  

Real Estate - 1.6%

     

American Tower Corp., REIT

     6,855        1,221,493  

Crown Castle, Inc., REIT

     25,750        2,394,235  

Total Real Estate

        3,615,728  

Utilities - 9.4%

     

The AES Corp.

     439,684        6,551,292  

Black Hills Corp.

     10,983        531,028  

IDACORP, Inc.

     56,938        5,392,598  

Northwestern Energy Group, Inc.

     19,048        914,494  

Vistra Corp.

     262,571        8,591,323  

Total Utilities

        21,980,735  

Total Common Stocks

     

(Cost $176,026,366)

        222,223,595  

Exchange Traded Funds - 3.6%

     

iShares Russell 1000 Value ETF
(Cost $8,811,568)

     58,010        8,493,824  

    

     
 

 

 

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

27


Table of Contents
    

AMG River Road Dividend All Cap Value Fund

Schedule of Portfolio Investments (continued)

     
      

 

 

      Principal
Amount
     Value  

Short-Term Investments - 3.4%

     

Joint Repurchase Agreements - 2.4%2

     

Bank of America Securities, Inc., dated 10/31/23,
due 11/01/23, 5.310% total to be received
$1,419,532 (collateralized by various
U.S. Government Agency Obligations, 2.000% -
6.500%, 04/01/48 - 10/01/53, totaling
$1,447,709)

     $1,419,323        $1,419,323  

Citadel Securities LLC, dated 10/31/23, due
11/01/23, 5.380% total to be received $1,419,535
(collateralized by various U.S. Treasuries,
0.000% - 7.500%, 11/09/23 - 08/15/53, totaling
$1,447,926)

     1,419,323        1,419,323  

Citigroup Global Markets, Inc., dated 10/31/23,
due 11/01/23, 5.310% total to be received
$1,419,532 (collateralized by various
U.S. Government Agency Obligations, 2.000% -
7.715%, 12/01/27 - 06/20/73, totaling $1,447,709)

     1,419,323        1,419,323  

Industrial and Commercial Bank of China
Financial Services LLC, dated 10/31/23, due
11/01/23, 5.340% total to be received $1,419,534
(collateralized by various U.S. Treasuries,
0.000% - 7.625%, 11/02/23 - 08/15/53, totaling
$1,447,710)

     1,419,323        1,419,323  

Total Joint Repurchase Agreements

 

     5,677,292  
      Principal
Amount
     Value  

Repurchase Agreements - 1.0%

     

Fixed Income Clearing Corp., dated 10/31/23 due
11/01/23, 5.150% total to be received $1,928,276
(collateralized by a U.S. Treasury, 4.125%,
06/15/26, totaling $1,966,561)

     $1,928,000        $1,928,000  

Fixed Income Clearing Corp., dated 10/31/23 due
11/01/23, 5.150% total to be received $427,061
(collateralized by a U.S. Treasury, 3.500%,
04/30/30, totaling $435,550)

     427,000        427,000  

Total Repurchase Agreements

        2,355,000  

Total Short-Term Investments
(Cost $8,032,292)

        8,032,292  

Total Investments - 102.2%
(Cost $192,870,226)

        238,749,711  

Other Assets, less Liabilities - (2.2)%

 

     (5,169,735

Net Assets - 100.0%

        $233,579,976  
 

 

1

Some of these securities, amounting to $13,391,166 or 5.7% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

 

2

Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

 

ADR

American Depositary Receipt

 

ETF

Exchange Traded Fund

 

MLP

Master Limited Partnership

 

REIT

Real Estate Investment Trust

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2023:

 

    

Level 1

 

    

Level 2

 

  

Level 3

 

    

Total

 

  Investments in Securities

           

Common Stocks

  

$

222,223,595

 

  

  

 

 

  

$222,223,595

Exchange Traded Funds

  

 

8,493,824

 

  

  

 

 

  

8,493,824

Short-Term Investments

           

Joint Repurchase Agreements

          $5,677,292           5,677,292

Repurchase Agreements

          2,355,000           2,355,000
  

 

 

    

 

  

 

 

    

 

Total Investments in Securities

  

$

230,717,419

 

  

$8,032,292

  

 

 

  

$238,749,711

  

 

 

    

 

  

 

 

    

 

 

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

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3.

 

 

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

28


Table of Contents
    

 

    

AMG River Road Small-Mid Cap Value Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2023, AMG River Road Small-Mid Cap Value Fund (the “Fund”) Class N shares returned -0.77%, outperforming the Russell 2500® Value Index return of -4.94%, the Fund’s benchmark.

 

PERFORMANCE REVIEW

 

The sector with the largest positive contribution to relative return was financials, which benefited from positive stock selection. The sector with the largest negative contribution to relative return was consumer discretionary, which suffered from negative stock selection. The Fund’s cash position, which averaged 3.72% during the period, was a positive contributor to relative performance.

 

The top contributing holdings to the Fund’s active return were Vistra Corp. (“VST”) and Permian Resources Corp. (Cl A) (“PR”). VST is an independent producer and retailer of electricity. The company’s cash flow growth remained robust year to date, primarily fueled by a surge in EBITDA from the generation of electricity. Vistra’s generation assets have thrived due to strong demand from the Electric Reliability Council of Texas and sustained higher margins, thanks to management’s effective execution in its comprehensive hedging program. In addition, the company’s retail operations have benefited from growth of its customer base. Shareholders are continuing to reap the rewards of the company’s substantial capital returns through dividends and share repurchases. Finally, the company is working through the regulatory approval process for its acquisition of Energy Harbor, a company with 4 gigawatts of nuclear power generation and approximately one million retail clients.

     

PR is an independent oil and gas exploration and production company concentrated in the Delaware basin. In August, PR announced an all-stock acquisition of Earthstone Energy for $4.5 billion, or 2.9x 2024 estimated EBITDAX, the lowest multiple of publicly traded Permian E&P (exploration and production) peers. The deal adds acreage in the Delaware and Midland basins within the Permian and almost doubles existing production. PR expects $175 million in synergies by year-end 2024 from operational efficiencies associated with drilling, completions, and facilities savings. Given the successful integration and cost savings achieved from PR’s previous merger with Colgate, these targets appear achievable and should reduce PR’s cash costs. The transaction is projected to have over 30% free cash flow (FCF) accretion in the first two years. We believe PR will remain well capitalized, with net leverage less than 1.0x and liquidity of more than $1.0 billion.

 

The bottom contributing holdings to the Fund’s active return were Advance Auto Parts, Inc. (“AAP”) and Air Transport Services Group, Inc. (“ATSG”). AAP is a retailer of aftermarket auto replacement parts, accessories, batteries, and maintenance items. AAP shares declined sharply after its Q1 2023 earnings results severely missed expectations and management reduced EBITDA guidance. AAP has been losing market share in the do-it-for-me (DIFM) segment due to poor inventory availability and aggressive pricing. Having recently completed significant improvements to its operations and supply chain, we believe AAP has the opportunity to drive material margin expansion in the coming years. New CEO Shane O’Kelly also plans to reduce the complexity of the business model by selling non-core assets, which include WorldPac and its Canadian operations.

 

     

ATSG is the premier lessor of the Boeing 767 freighter aircraft, which is essential to support e-commerce. Earlier in the year, ATSG announced plans to increase capital expenditures to accelerate growth in its fleet and is expected to take its net leverage from 2.3x to 3.0x over the next 18 to 24 months in an environment of high interest rates. After investor feedback, management subsequently dialed back its growth plans. However, the company lowered 2023 EBITDA guidance by -7% late in the year due to operational mishaps and an unexpected negative impact from the Israel/Hamas conflict.

 

OUTLOOK AND POSITIONING

 

We are skeptical that this cycle has marked the ultimate bottom for small-mid cap stocks given a looming recession, falling earnings expectations, and the U.S. Federal Reserve resolving to maintain high interest rates until inflation is under control. Additionally, we think it could be years, not quarters, before investors see sustainable and meaningful new highs in stocks as markets struggle with valuations in an era of higher interest rates and geopolitical uncertainty. We believe high quality companies with attractive growth rates and valuations are a wonderful place to invest in the current environment. We believe the Fund is attractively positioned compared to the benchmark based on EV/EBITDA, return on equity (ROE), and long-term growth outlook.

 

The views expressed represent the opinions of River Road Asset Management, LLC as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

 

 

29


Table of Contents
    

 

    

AMG River Road Small-Mid Cap Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Small-Mid Cap Value Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Small-Mid Cap Value Fund’s Class N shares on October 31, 2013, to a $10,000 investment made in the Russell 2500® Value Index and Russell 2000® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the indexes exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Small-Mid Cap Value Fund and the Russell 2500® Value Index and Russell 2000® Value Index for the same time periods ended October 31, 2023.

 

     One   Five   Ten   Since   Inception
  Average Annual Total Returns1    Year   Years   Years   Inception   Date

AMG River Road Small-Mid Cap Value Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12

 

Class N

   (0.77%)   6.83%   7.71%   6.83%   03/29/07

Class I

   (0.48%)   7.11%   7.99%   6.89%   06/28/07

Class Z

   (0.47%)   7.18%         —   6.88%   09/29/17

Russell 2500® Value Index13

   (4.94%)   4.65%   5.90%   5.80%   03/29/07

Russell 2000® Value Index14

   (9.93%)   3.26%   5.20%   4.98%   03/29/07

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 800.548.4539 or visit our website at wealth.amg.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.

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

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

 

3  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

4  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmarks or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

5  The stocks of small- and mid-capitalization companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

 

6  Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

 

7  Issuers and companies that are in similar industry sectors 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  Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.

 

9  Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

10 The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

 

 

 

30


Table of Contents
    

 

    

AMG River Road Small-Mid Cap Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

 

11 Convertible preferred stocks, which are convertible into shares of the issuer’s common stock and pay regular dividends, and convertible debt securities, which are convertible into shares of the issuer’s common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.

       

12 Investments in the Fund may be subject to many of the same risks as a direct investment in real estate. The stock prices of companies in the real estate industry, including real estate investment trusts (“REITs”), are typically sensitive to changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, as well as the management skill and creditworthiness of the issuer. REITs also depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders and are subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended.

 

13 The Russell 2500® Value Index measures the performance of the Russell 2500® companies with lower price-to-book ratios and lower forecasted

     

growth values. Unlike the Fund, the Russell 2500® Value Index is unmanaged, is not available for investment and does not incur expenses.

 

14 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.

 

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

 

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

 

 

31


Table of Contents

 

AMG River Road Small-Mid Cap Value Fund

Fund Snapshots (unaudited)

October 31, 2023

 

    

 

PORTFOLIO BREAKDOWN

 

    Sector   

% of

Net Assets

 
 

Industrials

     26.0  
 

Financials

     20.0  
 

Information Technology

     10.6  
 

Consumer Discretionary

     9.0  
 

Consumer Staples

     7.6  
 

Utilities

     7.1  
 

Energy

     6.5  
 

Communication Services

     4.0  
 

Health Care

     3.7  
 

Materials

     1.4  
 

Real Estate

     0.5  
 

Short-Term Investments

     4.9  
 

Other Assets, less Liabilities

     (1.3

 

TOP TEN HOLDINGS

 

    Security Name  

% of

Net Assets

 

BJ’s Wholesale Club Holdings, Inc.

      4.0
 

White Mountains Insurance Group, Ltd.

      3.9
 

LKQ Corp.

      3.7
 

Vistra Corp.

      3.2
 

Air Transport Services Group, Inc.

      3.2
 

UniFirst Corp.

      3.0
 

Atkore, Inc.

      3.0
 

Murphy USA, Inc.

      2.9
 

TD SYNNEX Corp.

      2.8
 

WEX, Inc.

      2.8
     

 

 

Top Ten as a Group

              32.5        
   

 

 

 

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.

 

 

32


Table of Contents

 

 

AMG River Road Small-Mid Cap Value Fund

Schedule of Portfolio Investments

October 31, 2023

 

    

 

 

      Shares      Value  

Common Stocks - 96.4%

     

Communication Services - 4.0%

 

  

Cable One, Inc.

     5,048        $2,775,744  

GCI Liberty, Inc. Escrow Share*,1,2

     79,662        0  

Liberty Latin America, Ltd., Class A*

     87,896        600,329  

Liberty Latin America, Ltd., Class C*

     53,088        363,653  

TripAdvisor, Inc.*

     227,151        3,352,749  

Yelp, Inc.*

     79,194        3,341,195  

Total Communication Services

        10,433,670  

Consumer Discretionary - 9.0%

 

  

Advance Auto Parts, Inc.

     26,814        1,395,132  

Leslie’s, Inc.*

     276,230        1,364,576  

Lithia Motors, Inc.

     5,458        1,321,982  

LKQ Corp.

     221,165        9,713,567  

Murphy USA, Inc.

     20,999        7,616,127  

Polaris, Inc.3

     26,842        2,319,686  

Total Consumer Discretionary

        23,731,070  

Consumer Staples - 7.6%

 

  

BJ’s Wholesale Club Holdings, Inc.*

     153,297        10,442,592  

Hostess Brands, Inc.*

     91,914        3,069,927  

Ingles Markets, Inc., Class A

     45,619        3,659,556  

Molson Coors Beverage Co., Class B

     46,039        2,659,673  

Total Consumer Staples

        19,831,748  

Energy - 6.5%

 

  

Chesapeake Energy Corp.3

     15,932        1,371,427  

Delek US Holdings, Inc.

     21,530        567,316  

HF Sinclair Corp.

     58,600        3,245,268  

Ovintiv, Inc.

     27,318        1,311,264  

Permian Resources Corp.

     422,615        6,157,500  

SM Energy Co.

     81,508        3,286,403  

World Kinect Corp.

     67,911        1,256,353  

Total Energy

        17,195,531  

Financials - 20.0%

 

  

American Equity Investment Life Holding Co.*

     17,949        950,579  

Axis Capital Holdings, Ltd. (Bermuda)

     90,635        5,175,259  

Cannae Holdings, Inc.*

     290,134        4,743,691  

CNA Financial Corp.

     73,537        2,970,895  

EVERTEC, Inc. (Puerto Rico)

     105,345        3,347,864  

Fidelity National Financial, Inc.

     116,822        4,566,572  

Genworth Financial, Inc., Class A*

     918,368        5,501,024  

NCR Atleos Corp.*

     91,241        2,012,776  

NMI Holdings, Inc., Class A*

     92,706        2,535,509  

Radian Group, Inc.

     126,190        3,197,655  
      Shares      Value  

WEX, Inc.*

     43,823        $7,295,653  

White Mountains Insurance Group, Ltd.

     7,062        10,103,956  

Total Financials

        52,401,433  

Health Care - 3.7%

 

  

Bausch + Lomb Corp. (Canada)*,3

     129,980        2,097,877  

Computer Programs and Systems, Inc.*

     75,525        1,064,147  

Embecta Corp.

     135,535        2,049,289  

Envista Holdings Corp.*

     54,333        1,264,329  

Patterson Cos., Inc.

     88,897        2,707,803  

Premier, Inc., Class A

     26,172        503,026  

Total Health Care

        9,686,471  

Industrials - 26.0%

 

  

Air Transport Services Group, Inc.*

     428,067        8,377,271  

Alight, Inc., Class A*

     476,892        3,166,563  

Argan, Inc.

     63,084        2,885,462  

Armstrong World Industries, Inc.

     73,729        5,595,294  

Atkore, Inc.*

     62,704        7,792,853  

Clarivate PLC (United Kingdom)*,3

     497,669        3,175,128  

CoreCivic, Inc.*

     492,853        6,259,233  

Dun & Bradstreet Holdings, Inc.

     322,724        2,827,062  

Forward Air Corp.

     22,290        1,435,699  

McGrath RentCorp

     37,065        3,728,739  

MDU Resources Group, Inc.

     152,826        2,844,092  

MSC Industrial Direct Co., Inc., Class A

     18,399        1,743,305  

SP Plus Corp.*

     111,439        5,631,013  

UniFirst Corp.

     47,989        7,890,832  

Verra Mobility Corp.*

     42,786        845,879  

Viad Corp.*

     122,072        2,957,805  

WESCO International, Inc.

     7,311        937,270  

Total Industrials

        68,093,500  

Information Technology - 10.6%

 

  

ACI Worldwide, Inc.*

     191,401        3,898,838  

DXC Technology Co.*

     45,989        927,598  

ePlus, Inc.*

     107,075        6,692,188  

Ituran Location and Control, Ltd. (Israel)

     41,392        1,023,624  

NCR Voyix, Corp.*

     182,482        2,790,150  

TD SYNNEX Corp.

     80,765        7,404,535  

Vontier Corp.

     172,158        5,088,991  

Total Information Technology

        27,825,924  

Materials - 1.4%

 

  

Summit Materials, Inc., Class A*

     70,460        2,318,134  

TriMas Corp.

     58,413        1,414,179  

Total Materials

        3,732,313  
 

 

 

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

33


Table of Contents

 

 

AMG River Road Small-Mid Cap Value Fund

Schedule of Portfolio Investments (continued)

 

    

 

 

      Shares      Value  

Real Estate - 0.5%

 

  

Newmark Group, Inc., Class A

     247,261        $1,401,970  

Utilities - 7.1%

 

  

Northwestern Energy Group, Inc.

     86,183        4,137,646  

PNM Resources, Inc.

     46,421        1,961,751  

Southwest Gas Holdings, Inc.

     67,969        3,983,663  

Vistra Corp.

     257,703        8,432,042  

Total Utilities

        18,515,102  

Total Common Stocks

    (Cost $232,068,515)

     

 

252,848,732

 

    

Principal

Amount

 

 

  

Short-Term Investments - 4.9%

 

  

Joint Repurchase Agreements - 1.2%4

 

  

Bank of America Securities, Inc., dated 10/31/23,due 11/01/23, 5.310% total to be received $159,566 (collateralized by various U.S. Government Agency Obligations, 2.000% -6.500%, 04/01/48-10/01/53, totaling $162,733)

     $159,542        159,542  

Citadel Securities LLC, dated 10/31/23, due 11/01/23, 5.380% total to be received $1,000,149 (collateralized by various U.S. Treasuries, 0.000%-7.500%, 11/09/23 -08/15/53, totaling $1,020,152)

 

    

 

1,000,000

 

 

 

    

 

1,000,000

 

 

 

*

Non-income producing security.

 

1 

Security’s value was determined by using significant unobservable inputs.

2 

This security is restricted and not available for re-sale. Liberty Broadband Corp. (“Liberty”) acquired GCI Liberty, Inc. on December 21, 2020. On May 24, 2023, Liberty shareholders received GCI Liberty, Inc. Escrow Shares for potential proceeds from a pending class action lawsuit. The market value of the escrow shares was $0 on the date of the distribution. At October 31, 2023, the cost and market value of the escrow shares is $0, which represents 0% of net assets.

 

     

Principal

Amount

     Value  

Citigroup Global Markets, Inc., dated 10/31/23,due 11/01/23, 5.310% total to be received $1,000,148 (collateralized by various U.S. Government Agency Obligations, 2.000% -7.715%, 12/01/27-06/20/73, totaling $1,020,000)

   $ 1,000,000        $1,000,000  

Industrial and Commercial Bank of China Financial Services LLC, dated 10/31/23, due 11/01/23, 5.340% total to be received $1,000,148 (collateralized by various U.S. Treasuries, 0.000%-7.625%, 11/02/23 -08/15/53, totaling $1,020,000)

     1,000,000        1,000,000  

Total Joint Repurchase Agreements

        3,159,542  

Repurchase Agreements - 3.7%

 

  

Fixed Income Clearing Corp., dated 10/31/23 due 11/01/23, 5.150% total to be received $9,638,379 (collateralized by a U.S. Treasury, 3.500%, 04/30/30, totaling $9,829,815)

     9,637,000        9,637,000  

Total Short-Term Investments

    (Cost $12,796,542)

        12,796,542  

Total Investments - 101.3%

    (Cost $244,865,057)

 

 

     265,645,274  

Other Assets, less Liabilities - (1.3)%

 

     (3,510,999

Net Assets-100.0%

 

   $ 262,134,275  

 

3 

Some of these securities, amounting to $7,235,210 or 2.8% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

4 

Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

 

 

 

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

34


Table of Contents
    

 

AMG River Road Small-Mid Cap Value Fund

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 October 31, 2023:

 

   

Level 1

 

   

Level 2

 

   

Level 3

 

   

Total

 

 

Investments in Securities

       

Common Stocks

       

Industrials

    $68,093,500                   $68,093,500  

Financials

    52,401,433                   52,401,433  

Information Technology

    27,825,924                   27,825,924  

Consumer Discretionary

    23,731,070                   23,731,070  

Consumer Staples

    19,831,748                   19,831,748  

Utilities

    18,515,102                   18,515,102  

Energy

    17,195,531                   17,195,531  

Communication Services

    10,433,670             $0       10,433,670  

Health Care

    9,686,471                   9,686,471  

Materials

    3,732,313                   3,732,313  

Real Estate

    1,401,970                   1,401,970  

Short-Term Investments

       

Joint Repurchase Agreements

          $3,159,542             3,159,542  

Repurchase Agreements

          9,637,000             9,637,000  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

 

$

252,848,732

 

 

 

$12,796,542

 

 

 

$0

 

 

 

$265,645,274

 

 

 

 

   

 

 

   

 

 

   

 

 

 

At October 31, 2023, the Level 3 common stock was received as a result of a corporate action. The security’s value of $0 was determined by using significant unobservable inputs, which generated a change in unrealized depreciation of $0.

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3. The Fund did not have any purchases and sales of Level 3 securities for the same period.

 

 

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

35


Table of Contents
    

 

    

AMG River Road International Value Equity Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2023, AMG River Road International Value Equity Fund (the “Fund”) Class N shares returned 16.73%, outperforming the 14.40% return for the MSCI EAFE Index, the Fund’s primary benchmark.

 

PERFORMANCE REVIEW

 

The Fund outperformed its primary benchmark but marginally underperformed the MSCI EAFE Value Index, the Fund’s secondary benchmark, which returned 18.11% for the period. The region with the largest negative contribution to relative return was Europe (ex U.K.) due to negative stock selection and an overweight to the region. Underperformance was partially offset by positive stock selection and an underweight in the U.K. The sector with the largest negative contribution to relative return was financials, which suffered from negative stock selection and an underweight to the sector. The underperformance was partially offset by positive stock selection and an overweight in the consumer staples sector. The Fund’s cash position, which averaged 4.2% during the period, was also a negative contributor to relative performance.

 

The top contributing holdings to the Fund’s active return were BAE Systems PLC (“BAE”) and Industria de Diseno Textil, S.A. (“Industria”). BAE, a prominent global defense company headquartered in the U.K., holds a dominant market position in its home country and serves as a key supplier to the

      

U.S. Department of Defense. The company has consistently capitalized on increasing global defense expenditures, securing record-high orders from governments around the world. We see BAE as strategically positioned to augment its free cash flow (FCF), enhance shareholder value through dividend increases, and conduct share repurchases. Industria, a leading force in the fast fashion industry, owns renowned brands such as ZARA and Bershka. The company has thrived as consumers shift from premium brands to fast fashion alternatives. We believe Industria’s distinctive business model affords significant cost advantages and network benefits, enabling the company to achieve superior profit margins and return on invested capital (ROIC) within the industry.

 

The bottom contributing holdings to the Fund’s active return were Roche Holding AG (“Roche”) and Kering SA (“Kering”). Roche, a leading biopharmaceutical company based in Switzerland, faced challenges due to diminishing demand for COVID-19 treatments and diagnostics in recent quarters. Additionally, the sluggish development of new drugs exerted downward pressure on the stock price. We are diligently monitoring the progress of Roche’s new drug development and will adjust our assessed value and conviction accordingly. Kering, the world’s second-largest luxury goods conglomerate behind LVMH, experienced a setback with its flagship brand, Gucci, which displayed prolonged underperformance compared to its peers due to low customer interest. Despite the

       

appointment of a new chief designer for Gucci, we perceive the turnaround for the Gucci brand to be more challenging than initially anticipated. Consequently, we made the decision to exit the position as our investment thesis was no longer intact.

 

POSITIONING AND OUTLOOK

 

As of October 31, 2023, the Fund was overweight Emerging Markets and Europe (ex U.K.) while underweight Japan and Asia-Pacific (ex Japan). At the sector level, the Fund was overweight industrials and communication services while underweight the materials and financials sectors. At the factor level, the Fund remains significantly overweight high-quality companies.

 

Non-U.S. equity markets continue to trade at a discounted valuation relative to the U.S., which may be indicative of comparatively weaker corporate earnings growth. Within the realm of non-U.S. equity, we anticipate value stocks will maintain outperformance over growth stocks, while Emerging Markets are expected to outperform Developed Markets in the coming quarters, supported by stronger corporate earnings growth and attractive valuations.

 

The views expressed represent the opinions of River Road Asset Management, LLC as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

36


Table of Contents
    

 

AMG River Road International Value Equity Fund

Portfolio Manager’s Comments (continued)

   

    

 

        

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road International Value Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road International Value Equity Fund’s Class N shares on October 31, 2013, to a $10,000 investment made in the MSCI EAFE Index and MSCI EAFE Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the indexes exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road International Value Equity Fund and the MSCI EAFE Index and MSCI EAFE Value Index for the same time periods ended October 31, 2023.

 

    One   Five   Ten   Since   Inception
  Average Annual Total Returns1   Year   Years   Years   Inception   Date

AMG River Road International Value Equity Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17

 

Class N

  16.73%   6.35%   4.14%   5.28%   05/04/11

Class I

  16.86%   6.60%   4.40%   5.04%   03/04/13

Class Z

  16.96%   6.69%         —   5.26%   09/29/17

MSCI EAFE Index18

  14.40%   4.10%   3.05%   3.44%   05/04/11

MSCI EAFE Value Index19

  18.11%   3.30%   2.10%   2.64%   05/04/11

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 800.548.4539 or visit our website at wealth.amg.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.

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

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

 

3  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

4  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmarks or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

5  The stocks of large-capitalization companies are generally more mature and may not be able to reach the same levels of growth as the stocks of small- or mid-capitalization companies.

 

6  The stocks of small- and mid-capitalization companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

 

7  Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

 

8  To the extent the Fund focuses its investments in a particular country, group of countries or geographic region, the Fund is particularly susceptible to economic, political, regulatory or other events or conditions affecting such countries or region, and the Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund and may result in losses.

 

The Fund is particularly susceptible to risks in the Greater China region, which consists of Hong Kong, The People’s Republic of China and Taiwan, among other countries. Economies in the Greater China region are dependent on the economies of other countries and can be significantly affected by currency fluctuations and increasing competition from other emerging economies in Asia with lower costs. Adverse events in any one country within the region may impact the other countries in the region or Asia as a whole. Markets in the Greater China region can experience significant volatility due to social, economic, regulatory and political uncertainties. Significant portions of the Chines

 

 

 

37


Table of Contents
    

 

    

AMG River Road International Value Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

 

securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility and other events. U.S. or foreign government restrictions or intervention could negatively affect the implementation of the Fund’s investment strategies, for example by precluding the Fund from making certain investments or causing the Fund to sell investments at disadvantageous times. China has yet to develop comprehensive securities, corporate, or commercial laws, its market is relatively new and less developed, and its economy may be adversely impacted by a slowdown in export growth. The Fund may gain investment exposure to certain Chinese companies through variable interest entity (“VIE”) structures. A VIE structure enables foreign investors, such as the Fund, to obtain investment exposure to a Chinese company in situations in which the Chinese government has limited or prohibited non-Chinese ownership of such company. A VIE does not have equity ownership in its corresponding China-based company but has claims to the China-based company’s profits and control of its assets through contractual arrangements. VIEs are a common industry practice and well known to officials and regulators in China; however, VIEs are not formally recognized under Chinese law. If the Chinese government takes action adversely affecting VIEs, the market value of the Fund’s associated portfolio holdings would likely suffer significant, detrimental, and possibly permanent consequences, which could result in substantial investment losses.

 

9  To the extent the Fund invests a substantial portion of its assets in a relatively small number of securities or a particular market, industry, group of industries, country, region, group of countries, asset class or sector, it generally will be subject to greater risk than a fund that invests in a more diverse investment portfolio. In addition, the value of the Fund would be more susceptible to any single economic, market, political or regulatory occurrence affecting, for example, that particular market, industry, region or sector.

 

10  Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.

 

11  Investments in emerging markets are subject to the general risks of foreign investments, as well as additional risks which can result in greater price volatility. Such additional risks include the risk that markets in emerging market countries are typically less developed and less liquid than markets in

  

developed countries and such markets are subjected to increased economic, political, or regulatory uncertainties.

 

12  Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

13  The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

14  Convertible preferred stocks, which are convertible into shares of the issuer’s common stock and pay regular dividends, and convertible debt securities, which are convertible into shares of the issuer’s common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.

 

15  Investments in the Fund may be subject to many of the same risks as a direct investment in real estate. The stock prices of companies in the real estate industry, including real estate investment trusts (“REITs”), are typically sensitive to changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, as well as the management skill and creditworthiness of the issuer. REITs also depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders and are subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

 

16  Investments in master limited partnerships (“MLPs”) are subject to similar risks to those associated with the specific industry or industries in which the partnership invests, such as the risk of investing in the real estate or oil and gas industries. In addition, investments in MLPs are subject to the risks of investing in a partnership, including limited control and voting rights on matters affecting the partnership and fewer investor protections compared to corporations.

  

17  Investing in publicly traded partnerships (“PTPs”) (including master limited partnerships) involves special risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets, which in many cases includes the same types of risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk. PTPs are also subject to capital markets risk, which is the risk that they may be unable to raise capital to execute their growth strategies. PTPs are also subject to tax risk, which is the risk that PTPs may lose their partnership status for tax purposes. The Fund’s ability to make investments in certain PTPs, including master limited partnerships, can be limited by the Fund’s intention to qualify as a regulated investment company accorded favorable tax treatment under the Internal Revenue Code, and if the Fund does not appropriately limit such investments or if such investments are recharacterized for U.S. federal income tax purposes, the Fund’s status as a regulated investment company may be jeopardized.

 

18  The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI EAFE Index is unmanaged, is not available for investment and does not incur expenses.

 

19  The Fund’s secondary benchmark, the MSCI EAFE Value Index (Europe, Australasia, Far East), captures large and mid cap securities exhibiting overall value style characteristics across Developed Markets countries around the world, excluding the U.S. and Canada. Please go to msci.com for the most current list of countries represented by the index. Unlike the Fund, the MSCI EAFE Value 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.

     

 

 

38

 


Table of Contents
   

 

AMG River Road International Value Equity Fund

Fund Snapshots (unaudited)

October 31, 2023

 

 

 

    

 

 

 

PORTFOLIO BREAKDOWN

 

   Sector    %of
Net Assets
 
Financials    22.8
 
Industrials    19.0
 
Health Care    11.1
 
Consumer Discretionary    10.6
 
Communication Services      9.8
 
Energy      7.2
 
Consumer Staples      6.3
 
Information Technology      4.7
 
Utilities      2.6
 
Materials      2.0
 
Short-Term Investments      3.7
 
Other Assets, less Liabilities      0.2

TOP TEN HOLDINGS

 

   Security Name   %of
Net Assets
 

Deutsche Telekom AG (Germany)

    3.8
 

BAE Systems PLC (United Kingdom)

    3.8
 

Sony Group Corp. (Japan)

    3.6
 

DBS Group Holdings, Ltd. (Singapore)

    3.6
 

Axa, S.A. (France)

    3.6
 

Shell PLC (United Kingdom)

    3.5
 

Deutsche Boerse AG (Germany)

    3.4
 

Thales, S.A. (France)

    3.3
 

Ashtead Group PLC (United Kingdom)

    3.3
 

Allianz SE (Germany)

    3.3
   

 

 

Top Ten as a Group

  35.2
   

 

     
 

 

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.

 

 

39


Table of Contents
    

AMG River Road International Value Equity Fund

Schedule of Portfolio Investments

October 31, 2023

 

   

    

 

      

 

 

      Shares      Value  

Common Stocks - 96.1%

     

Communication Services - 9.8%

     

Deutsche Telekom AG (Germany)

     17,434        $378,382  

GCI Liberty, Inc. Escrow Share (United States)*,1,2

     8,063        0  

SK Telecom Co., Ltd., Sponsored ADR (South Korea)

     8,432        170,832  

Telefonica Brasil, S.A., Sponsored ADR (Brazil)

     31,620        281,734  

Telkom Indonesia Persero Tbk PT, ADR (Indonesia)

     6,554        144,188  

Total Communication Services

        975,136  

Consumer Discretionary - 10.6%

     

Cie Generale des Etablissements Michelin SCA (France)

     6,969        207,038  

Industria de Diseno Textil, S.A. (Spain)

     8,122        280,355  

Sony Group Corp. (Japan)

     4,352        361,821  

Toyota Motor Corp. (Japan)

     11,494        201,073  

Total Consumer Discretionary

        1,050,287  

Consumer Staples - 6.3%

     

Anheuser-Busch InBev SA/NV (Belgium)

     3,226        183,553  

Fomento Economico Mexicano SAB de CV,

     

Sponsored ADR (Mexico)

     1,697        192,457  

Unilever PLC (United Kingdom)

     5,360        253,853  

Total Consumer Staples

        629,863  

Energy - 7.2%

     

Shell PLC (United Kingdom)

     10,843        349,436  

Suncor Energy, Inc. (Canada)

     4,603        149,068  

TotalEnergies SE (France)

     3,178        212,473  

Total Energy

        710,977  

Financials - 22.8%

     

AIA Group, Ltd. (Hong Kong)

     11,859        102,981  

Allianz SE (Germany)

     1,379        323,020  

Axa, S.A. (France)

     12,080        357,936  

DBS Group Holdings, Ltd. (Singapore)

     15,030        361,071  

Deutsche Boerse AG (Germany)

     2,035        334,954  

Euronext, N.V. (Netherlands)3

     2,907        202,730  

Prudential PLC (Hong Kong)

     13,854        144,863  

Svenska Handelsbanken AB, Class A (Sweden)

     33,118        282,354  

Tokio Marine Holdings, Inc. (Japan)

     7,138        159,693  

Total Financials

        2,269,602  

Health Care - 11.1%

     

GSK PLC (United Kingdom)

     15,860        282,733  
      Shares      Value  

Novartis AG (Switzerland)

     1,763      $ 165,051  

Roche Holding AG (Switzerland)

     825        212,610  

Sanofi, S.A. (France)

     2,112        191,783  

Takeda Pharmaceutical Co., Ltd. (Japan)

     9,416        255,595  

Total Health Care

        1,107,772  

Industrials - 19.0%

     

Ashtead Group PLC (United Kingdom)

     5,682        325,877  

BAE Systems PLC (United Kingdom)

     27,853        374,522  

Bouygues SA (France)

     4,499        158,271  

CK Hutchison Holdings, Ltd. (Hong Kong)

     20,007        101,281  

Deutsche Post AG (Germany)

     7,914        308,990  

Thales, S.A. (France)

     2,230        329,098  

Vinci, S.A. (France)

     2,645        292,469  

Total Industrials

        1,890,508  

Information Technology - 4.7%

     

Fujitsu, Ltd. (Japan)

     1,652        214,013  

Murata Manufacturing Co., Ltd. (Japan)

     8,163        139,827  

Open Text Corp. (Canada)

     3,374        112,649  

Total Information Technology

        466,489  

Materials - 2.0%

     

Shin-Etsu Chemical Co., Ltd. (Japan)

     6,640        198,559  

Utilities - 2.6%

     

EDP–Energias de Portugal, S.A. (Portugal)

     60,718        255,167  

Total Common Stocks

(Cost $9,719,102)

        9,554,360  
     Principal
Amount
        

Short-Term Investments - 3.7%

     

Repurchase Agreements - 3.7%

 

  

Fixed Income Clearing Corp., dated 10/31/23 due 11/01/23, 5.150% total to be received $374,054 (collateralized by a U.S. Treasury, 3.500%, 04/30/30, totaling $381,556)

   $ 374,000        374,000  

Total Short-Term Investments

(Cost $374,000)

        374,000  

Total Investments - 99.8%

(Cost $10,093,102)

        9,928,360  

Other Assets, less Liabilities - 0.2%

 

     17,138  

Net Assets - 100.0%

      $ 9,945,498  
 

 

*

Non-income producing security.

1 

Security’s value was determined by using significant unobservable inputs.

 

 

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

40


Table of Contents
    

 

AMG River Road International Value Equity Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

      

 

2 

This security is restricted and not available for re-sale. Liberty Broadband Corp. (“Liberty”) acquired GCI Liberty, Inc. on December 21, 2020. On May 24, 2023, Liberty shareholders received GCI Liberty, Inc. Escrow Shares for potential proceeds from a pending class action lawsuit. The market value of the escrow shares was $0 on the date of the distribution. At October 31, 2023, the cost and market value of the escrow shares is $0, which represents 0% of net assets.

3 

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 institutional buyers. At October 31, 2023, the value of this security amounted to $202,730 or 2.0% of net assets.

ADR     American Depositary Receipt

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2023:

 

    

Level 1

 

    

Level 21

 

    

Level 3

 

    

Total

 

 

Investments in Securities

           

Common Stocks

           

Financials

          $ 2,269,602             $ 2,269,602  

Industrials

            1,890,508               1,890,508  

Health Care

            1,107,772               1,107,772  

Consumer Discretionary

            1,050,287               1,050,287  

Communication Services

   $ 596,754        378,382        $0        975,136  

Energy

     149,068        561,909               710,977  

Consumer Staples

     192,457        437,406               629,863  

Information Technology

     112,649        353,840               466,489  

Utilities

            255,167               255,167  

Materials

            198,559               198,559  

Short-Term Investments

           

Repurchase Agreements

            374,000               374,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

  

$

1,050,928

 

  

 

$8,877,432

 

  

 

$0

 

  

 

$9,928,360

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

1 

An external pricing service is used to reflect any impact on security value due to market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets.

At October 31, 2023, the Level 3 common stock was received as a result of a corporate action. The security’s value of $0 was determined by using significant unobservable inputs, which generated a change in unrealized depreciation of $0.

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3. The Fund did not have any purchases and sales of Level 3 securities for the same period.

The country allocation in the Schedule of Portfolio Investments at October 31, 2023, was as follows:

 

 Country    % of Long-Term
Investments

 Belgium

   1.9

 Brazil

   2.9

 Canada

   2.7

 France

   18.3  

 Germany

   14.1  

 Hong Kong

   3.7

 Indonesia

   1.5

 Japan

   16.0  

 Mexico

   2.0

 Netherlands

   2.1
 Country    % of Long-Term
Investments

 Portugal

   2.7

 Singapore

   3.8

 South Korea

   1.8

 Spain

   2.9

 Sweden

   3.0

 Switzerland

   4.0

 United Kingdom

   16.6  
  

 

   100.0    
  

 

 

 

 

 

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

41


Table of Contents
    

 

    

AMG River Road Focused Absolute Value Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

OVERVIEW

 

For the fiscal year ended October 31, 2023, AMG River Road Focused Absolute Value Fund (the “Fund”) Class N shares returned 2.76%, outpacing the -0.48% decline for the Russell 3000® Value Index (the “Index”), the Fund’s benchmark.

 

PERFORMANCE REVIEW

 

The Fund modestly outperformed the Index during the last 12 months. From a sector perspective, both stock selection and allocation effect were positive. The largest drivers of relative outperformance included positive stock selection within financials, consumer discretionary, and consumer staples. The Fund’s overweight to information technology also benefited the relative return. Negative stock selection in industrials and an underweight allocation to communication services partially offset outperformance. From a market cap perspective, stock selection was positive across all cap ranges, led by the Fund’s smaller cap holdings.

 

The top contributing holdings to the Fund’s active return were Fairfax Financial Holdings, Ltd. (“FRFHF”) and Vistra Corp. (“VST”). FRFHF is a Canadian holding company focused on Property and Casualty (P&C) insurance and reinsurance. The management team, led by founder and CEO Prem Watsa, has taken advantage of the hard insurance market along with FRFHF’s excess statutory capital to grow premiums 14% over the last 12 months, outpacing the 9% growth of the U.S. P&C insurance industry. Over the last five years, premiums written grew at a 12.4% compound annual growth rate (CAGR), primarily from organic growth. More importantly, the company achieved this growth while maintaining its high underwriting standards earning an underwriting profit of $1.3 billion over the past year, increased 49% year-over-year with a combined ratio of 94.4% (85.6% excluding catastrophe losses). On the investment front, interest and dividend income increased 119% year-over-year as management deployed its low duration fixed income portfolio into higher yielding U.S. and Canadian government bonds. The run-rate annualized interest and dividend income grew to $2.1 billion in Q3 2023, up from $1.0 billion in Q3 2022 with further upside given the recent uptick in interest rates and the portfolio’s 11% cash position. The investment portfolio grew from $35.7 billion in 2019 to $56.8 billion in Q3 2023, almost exclusively from premium growth and favorable investment returns. Additionally, FRFHF continues to monetize its undervalued assets, selling Ambridge, a specialized insurance brokerage business, to Amynta Group for $400 million which

      

resulted in a pre-tax gain of $259 million or $10 per share. Book value per share grew 15% year-over-year to $877, not including an additional $26 per share from the excess value of equity-accounted investments. Despite these results and an impressive return year to date, FRFHF continues to trade around 1.0x book value, significantly below peer multiples. We reduced the position over the last twelve months given the strong outperformance.

 

Over the last 12 months, VST, an independent producer and retailer of electricity, continued to capitalize on strong electricity demand while pursuing the company’s strategic shift toward carbon-free generation and rewarding shareholders through capital returns along the way. Total EBITDA has grown 35% over the trailing 12-month period. The generation fleet benefited from a record-breaking summer where Vistra delivered its highest quarterly output in the last 10 years, driving 42% growth in generation EBITDA. Seasonal demand records persist due to tight grid conditions, with Texas consistently ranking among the top five states experiencing the fastest population growth nationwide. Retail operations also performed exceptionally well throughout the year as customer counts and increased volumes drove higher margins, leading to 14% growth in retail EBITDA. In March, Vistra announced the acquisition of Energy Harbor, which includes 4 gigawatts of nuclear generation and one million retail customers. If completed, the acquisition can lift 2024 EBITDA by ~$800 million before synergies and bring zero-carbon generation to ~50% of total EBITDA. Furthermore, in August, the company brought 350 megawatts (MWs) of battery storage online at its Moss Landing facility, solidifying its position as the largest energy storage facility globally at 750 MW. Since November 2021, management has returned a total of $2.9 billion through buybacks, resulting in a significant -24% reduction in outstanding shares. Additionally, plans are underway to utilize the current authorization, representing another ~11% of shares. We trimmed the position as shares approached our assessed value.

 

The bottom contributing holdings to the Fund’s active return were The AES Corp. (“AES”) and Advance Auto Parts, Inc. (“AAP”). AES is an independent producer of electricity rapidly transitioning to renewable energy. Rising interest rates have weighed on the utilities sector in 2023. Adding to the pressure from rates, NextEra Partners (“NEP”) announced a cut to its distribution growth guidance in September as higher capital costs made it uneconomical for NEP to acquire renewable assets

      

from its parent, NextEra Energy (NEE). This sparked a significant decline across renewable energy-related utilities. AES was hit particularly hard as its capital growth plans are substantial over the next four years and include plans to recycle assets and issue equity. The timing of asset sales, coupled with increasing debt to fund projects, presented a situation where AES could bump up against its parent free cash flow (FCF)-to-recourse debt ratio that credit rating agencies use to evaluate the company’s financial strength. In the event of a credit downgrade, AES would need to issue equity to fund their renewable project backlog. We exited the position during Q4 2023 as our conviction and assessed value were reduced to reflect the increased risk from higher rates and higher net debt as AES ramps up project construction.

 

AAP is a retailer of aftermarket auto replacement parts, accessories, batteries, and maintenance items. AAP shares fell sharply after its Q3 2022 earnings report. Same-store sales declined -0.7%, lagging peers. AAP’s do-it-yourself (DIY) and do-it-for-me (DIFM) channels performed similarly, implying sequential improvement in DIY but weakness in DIFM, suggesting market share losses to AutoZone and O’Reilly, and fueling concerns of increasing competitive pressure. Management attributed much of the sales miss to narrow instances of inventory stock-outs, particularly for certain owned-brand products and high-velocity SKUs, which will require inventory investment and has drove reduced 2022 FCF guidance from ?$700 million to ?$300 million. Management also cautioned on 2023 targets which appeared overly optimistic given market conditions including higher fuel costs, wage and labor inflation, and currency headwinds, all of which are less favorable than when AAP set its three-year financial targets in 2021. AAP’s multi-year investment efforts to streamline operations and improve its supply chain systems have it poised to drive material margin expansion in the years ahead. Store growth in the untapped California market has also been ramping. However, competitive pressures and weak same-store sales growth have delayed margin expansion, which was core to our investment thesis. This led us to exit the position early in 2023 and re-enter at a more favorable valuation in 2023.

 

POSITIONING AND OUTLOOK

 

As always, the Fund invests in companies we believe represent the most attractive combination of risk (conviction) and reward (discount) available across the River Road universe. Although we are cautious due to weakening economic conditions resulting from long lags of U.S. Federal Reserve policy, we

 

 

42


Table of Contents
    

 

    

AMG River Road Focused Absolute Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

anticipate an exciting period for active management and our Absolute Value® philosophy. Passive index investing has played an outsized role in investor toolkits in recent years, and although we think this role has benefits, it is not clear to us that passive index investing is of low risk—especially during the regime change we suspect is ahead.

 

With significant valuation imbalances across equity indices, attractive small cap valuations compared to large cap historically, and expected price discovery

       due to the return to normalized real rates, we believe the stage is set for a favorable environment for active management, especially for value-oriented, unconstrained, all cap strategies such as Focused Absolute Value®. We believe the portfolio is positioned for a range of scenarios, where our bottom-up process seeks to find value off the beaten path with attractively priced higher quality business models, strong financial strength, and shareholder-oriented management teams capable of navigating changes we see ahead.       

We are optimistic about the prospects of companies exhibiting robust return on equity (ROE) and return on invested capital (ROIC), sustainable growth rates, expanding or defensible margins, AND attractive valuations, particularly as we look ahead to 2024.

 

The views expressed represent the opinions of River Road Asset Management, LLC as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

43


Table of Contents
    

 

    

AMG River Road Focused Absolute Value Fund

Portfolio Manager’s Comments (continued)

   

 

    

 

    

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Focused Absolute Value Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Focused Absolute Value Fund’s Class N shares on November 3, 2015, to a $10,000 investment made in the Russell 3000® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Focused Absolute Value Fund and the Russell 3000® Value Index for the same time periods ended October 31, 2023.

 

     One     Five     Since     Inception  
  Average Annual Total Returns1    Year     Years     Inception     Date  

AMG River Road Focused Absolute Value Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16

 

Class N

     2.76     3.07     6.14     11/03/15  

Class I

     3.11     3.33     6.41     11/03/15  

Class Z

     3.10     3.37     3.85     09/29/17  

Russell 3000® Value Index17

     (0.48 %)      6.38     7.17      11/03/15  

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 800.548.4539 or visit our website at wealth.amg.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.

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

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

 

3  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

4  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmark or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

5  The stocks of small- and mid-capitalization companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

 

6  Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

 

7  The Fund is non-diversified and therefore a greater percentage of holdings may be focused in a small number of issuers or a single issuer, which can place the Fund at greater risk. Notwithstanding the Fund’s status as a “non-diversified” investment company under the Investment Company Act of 1940 (the “1940 Act”), the Fund intends to qualify as a regulated investment company accorded favorable tax treatment under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which imposes its own diversification requirements that are less restrictive than the requirements applicable to “diversified” investment companies under the 1940 Act. The Fund’s intention to qualify as a regulated investment company may limit its pursuit of its investment strategy and its investment strategy could limit its ability to so qualify.

 

8  To the extent the Fund invests a substantial portion of its assets in a relatively small number of securities or a particular market, industry, group of industries, country, region, group of countries, asset class or sector, it generally will be subject to greater risk than a fund that invests in a more diverse investment portfolio. In addition, the value of the Fund would be more susceptible to any single economic, market, political or regulatory

 

 

 

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Table of Contents
    

 

    

AMG River Road Focused Absolute Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

 

occurrence affecting, for example, that particular market, industry, region or sector.

 

9  Issuers and companies that are in similar industry sectors 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.

 

10 Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.

 

11 Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

12 The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

13 Investments in the Fund may be subject to many of the same risks as a direct investment in real estate. The stock prices of companies in the real estate industry, including real estate investment trusts (“REITs”), are typically sensitive to changes in real

      

estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, as well as the management skill and creditworthiness of the issuer. REITs also depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders and are subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code.

 

14 Investments in master limited partnerships (“MLPs”) are subject to similar risks to those associated with the specific industry or industries in which the partnership invests, such as the risk of investing in the real estate or oil and gas industries. In addition, investments in MLPs are subject to the risks of investing in a partnership, including limited control and voting rights on matters affecting the partnership and fewer investor protections compared to corporations.

 

15 Investing in publicly traded partnerships (“PTPs”) (including master limited partnerships) involves special risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets, which in many cases includes the same types of risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk. PTPs are also subject to capital markets risk, which is the risk that they may be unable to raise capital

      

to execute their growth strategies. PTPs are also subject to tax risk, which is the risk that PTPs may lose their partnership status for tax purposes. The Fund’s ability to make investments in certain PTPs, including master limited partnerships, can be limited by the Fund’s intention to qualify as a regulated investment company accorded favorable tax treatment under the Internal Revenue Code, and if the Fund does not appropriately limit such investments or if such investments are recharacterized for U.S. federal income tax purposes, the Fund’s status as a regulated investment company may be jeopardized.

 

16 Higher portfolio turnover may adversely affect Fund performance by increasing Fund transaction costs and may increase a shareholder’s tax liability.

 

17 The Russell 3000® Value Index measures the performance of the broad value segment of the U.S. equity universe. It includes those Russell 3000® companies with lower price-to-book ratios and lower forecasted growth values. Unlike the Fund, the Russell 3000® Value Index is unmanaged, is not available for investment and does not incur expenses.

 

The Russell 3000® Value Index is a trademark of the London Stock Exchange Group companies.

 

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

 

 

45


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AMG River Road Focused Absolute Value Fund

Fund Snapshots (unaudited)

October 31, 2023

 

     
     

 

 

PORTFOLIO BREAKDOWN

 

    Sector   

% of

Net Assets

 

Financials

       26.7
 

Consumer Staples

       17.2
 

Consumer Discretionary

       11.7
 

Industrials

       10.9
 

Information Technology

       7.3
 

Health Care

       6.6
 

Energy

       6.0
 

Communication Services

       4.2
 

Materials

       3.9
 

Utilities

       3.2
 

Exchange Traded Funds

       2.0
 

Short-Term Investments

       0.3
 

Other Assets, less Liabilities

       0.0 1 

TOP TEN HOLDINGS

 

    Security Name   

% of

Net Assets

 
 

Berkshire Hathaway, Inc., Class B

     7.6      
 

Fairfax Financial Holdings, Ltd. (Canada)

     7.1      
 

Fiserv, Inc.

     5.1      
 

The Kroger Co.

     4.9      
 

BJ’s Wholesale Club Holdings, Inc.

     4.7      
 

Comcast Corp., Class A

     4.2      
 

LKQ Corp.

     4.2      
 

CRH PLC (Ireland)

     3.9      
 

Armstrong World Industries, Inc.

     3.9      
 

WEX, Inc.

     3.8      
 
    

 

 

 
 

     Top Ten as a Group

         49.4      
  

 

 

 
 

 

1 Less than 0.05%

 

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.

 

 

46


Table of Contents
    

 

AMG River Road Focused Absolute Value Fund

Schedule of Portfolio Investments

October 31, 2023

 

   

    

 

      

 

 

      Shares      Value  

Common Stocks - 97.7%

     

Communication Services - 4.2%

 

  

Comcast Corp., Class A

     49,681        $2,051,329  

GCI Liberty, Inc. Escrow Share*,1,2

     108,700        0  

Total Communication Services

        2,051,329  

Consumer Discretionary - 11.7%

 

  

Advance Auto Parts, Inc.

     17,676        919,682  

Expedia Group, Inc.*

     15,994        1,524,068  

LKQ Corp.

     46,282        2,032,706  

Murphy USA, Inc.

     3,296        1,195,426  

Total Consumer Discretionary

        5,671,882  

Consumer Staples - 17.2%

     

BJ’s Wholesale Club Holdings, Inc.*

     33,925        2,310,971  

The Kroger Co.

     52,045        2,361,282  

Molson Coors Beverage Co., Class B

     20,472        1,182,667  

Target Corp.

     10,167        1,126,402  

Unilever PLC, Sponsored ADR (United Kingdom)3

     29,495        1,396,588  

Total Consumer Staples

        8,377,910  

Energy - 6.0%

     

SM Energy Co.

     31,517        1,270,765  

The Williams Cos., Inc.

     48,219        1,658,734  

Total Energy

        2,929,499  

Financials - 26.7%

     

Berkshire Hathaway, Inc., Class B*

     10,771        3,676,466  

Fairfax Financial Holdings, Ltd. (Canada)

     4,127        3,433,306  

Fiserv, Inc.*

     21,991        2,501,476  

WEX, Inc.*

     10,996        1,830,614  

Willis Towers Watson PLC (United Kingdom)

     6,443        1,519,839  

Total Financials

        12,961,701  

Health Care - 6.6%

     

Laboratory Corp. of America Holdings

     7,047        1,407,497  

Patterson Cos., Inc.

     59,287        1,805,882  

Total Health Care

        3,213,379  

    

     

 

*

Non-income producing security.

 

# 

Less than 0.05%.

 

1 

Security’s value was determined by using significant unobservable inputs.

 

2 

This security is restricted and not available for re-sale. Liberty Broadband Corp. (“Liberty”) acquired GCI Liberty, Inc. on December 21, 2020. On May 24, 2023, Liberty shareholders received GCI Liberty, Inc. Escrow Shares for potential proceeds from a pending class action lawsuit. The market value of the escrow shares was $0 on the date of the distribution. At October 31, 2023, the cost and market value of the escrow shares is $0, which represents 0% of net assets.

      Shares      Value  

Industrials - 10.9%

     

Air Transport Services Group, Inc.*

     48,723        $953,509  

Armstrong World Industries, Inc.

     24,790        1,881,313  

Dun & Bradstreet Holdings, Inc.

     135,297        1,185,202  

United Parcel Service, Inc., Class B

     8,859        1,251,334  

Total Industrials

        5,271,358  

Information Technology - 7.3%

     

Corning, Inc.

     43,891        1,174,523  

QUALCOMM, Inc.

     8,255        899,713  

TD SYNNEX Corp.

     15,905        1,458,170  

Total Information Technology

        3,532,406  

Materials - 3.9%

     

CRH PLC (Ireland)

     35,737        1,914,431  

Utilities - 3.2%

     

Vistra Corp.

     46,825        1,532,114  

Total Common Stocks

     

(Cost $43,675,170)

        47,456,009  

Exchange Traded Funds - 2.0%

 

  

iShares Russell 1000 Value ETF
(Cost $984,860)

     6,481        948,948  
     Principal
Amount
        

Short-Term Investments - 0.3%

 

  

Repurchase Agreements - 0.3%

 

  

Fixed Income Clearing Corp., dated 10/31/23 due 11/01/23, 5.150% total to be received $173,025 (collateralized by a U.S. Treasury, 3.500%, 04/30/30, totaling $176,472)

     $173,000        173,000  

Total Short-Term Investments

     

(Cost $173,000)

        173,000  

Total Investments - 100.0%

     

(Cost $44,833,030)

        48,577,957  

Other Assets, less Liabilities - 0.0%#

 

     (13,268

Net Assets - 100.0%

        $48,564,689  

    

     

 

 

3 

Some of this security, amounting to $904,480 or 1.9% of net assets, was out on loan to various borrowers and is collateralized by various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

ADR     American Depositary Receipt

ETF      Exchange Traded Fund

 

 

 

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

47


Table of Contents
    

 

 

AMG River Road Focused Absolute Value Fund

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 October 31, 2023:

 

   

Level 1

 

   

Level 2

 

   

Level 3

 

   

Total

 

 

  Investments in Securities

       

Common Stocks

       

Financials

    $12,961,701                   $12,961,701  

Consumer Staples

    8,377,910                   8,377,910  

Consumer Discretionary

    5,671,882                   5,671,882  

Industrials

    5,271,358                   5,271,358  

Information Technology

    3,532,406                   3,532,406  

Health Care

    3,213,379                   3,213,379  

Energy

    2,929,499                   2,929,499  

Communication Services

    2,051,329             $0       2,051,329  

Materials

    1,914,431                   1,914,431  

Utilities

    1,532,114                   1,532,114  

Exchange Traded Funds

 

 

948,948

 

 

 

 

 

 

 

 

 

948,948

 

Short-Term Investments

       

Repurchase Agreements

          $173,000             173,000  
 

 

 

   

 

 

   

 

 

   

 

 

 

  Total Investments in Securities

 

 

$48,404,957

 

 

 

$173,000

 

 

 

        $0

 

 

 

$48,577,957

 

 

 

 

   

 

 

   

 

 

   

 

 

 

At October 31, 2023, the Level 3 common stock was received as a result of a corporate action. The security’s value of $0 was determined by using significant unobservable inputs, which generated a change in unrealized depreciation of $0.

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3. The Fund did not have any purchases and sales of Level 3 securities for the same period.

 

 

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

48


Table of Contents
    

 

    

Statement of Assets and Liabilities

October 31, 2023

 

   

    

 

      

 

 

    AMG
River Road
Mid Cap

Value Fund
  AMG
River Road Large
Cap Value

Select Fund
  AMG
River Road
Small Cap
Value Fund
  AMG
River Road
Dividend All Cap
Value Fund

Assets:

               

Investments at value1 (including securities on loan valued at $10,357,118, $0, $5,495,569, and $13,391,166, respectively)

      $309,753,626       $32,060,609       $885,798,668       $238,749,711

Cash

      348,995       63       852       99,425

Receivable for investments sold

      6,209,981       1,067,555       2,679,878       955,179

Dividend and interest receivables

      285,545       16,103       367,433       628,035

Securities lending income receivable

      1,133             834       1,369

Receivable for Fund shares sold

      51,722       793       680,133       68,319

Receivable from affiliate

      21,318       10,369             17,751

Prepaid expenses and other assets

      32,519       9,895       23,777       17,976

Total assets

      316,704,839       33,165,387       889,551,575       240,537,765     

Liabilities:

               

Payable upon return of securities loaned

      4,482,264             3,606,000       5,677,292

Payable for investments purchased

      5,893,298       897,398       1,430,266       913,959

Payable for Fund shares repurchased

      100,769       1,127       1,199,009       151,442

Accrued expenses:

               

Investment advisory and management fees

      149,678       9,654       608,104       101,086

Administrative fees

      40,092       4,138       114,020       30,326

Distribution fees

      50,416       725       9,331       6,133

Shareholder service fees

      22,694       1,968       56,984       7,978

Other

      70,007       46,961       121,859       69,573

Total liabilities

      10,809,218       961,971       7,145,573       6,957,789

Commitments and Contingencies (Notes 2 & 6)

 

               

Net Assets

      $305,895,621       $32,203,416       $882,406,002       $233,579,976

1 Investments at cost

      $301,008,428       $30,070,592       $766,196,150       $192,870,226

 

 

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

49


Table of Contents
    

 

    

    

Statement of Assets and Liabilities (continued)

 

   

    

 

      

 

 

    AMG
River Road

Mid Cap
Value Fund
  AMG
River Road Large
Cap Value

Select Fund
  AMG
River Road

Small Cap
Value Fund
  AMG
River Road
Dividend All Cap
Value Fund

Net Assets Represent:

               

Paid-in capital

      $296,342,592       $35,998,741       $720,980,775       $186,905,754

Total distributable earnings (loss)

      9,553,029       (3,795,325 )       161,425,227       46,674,222

Net Assets

      $305,895,621       $32,203,416       $882,406,002       $233,579,976     

Class N:

               

Net Assets

      $220,480,342       $3,372,783       $41,927,381       $28,325,203

Shares outstanding

      12,647,303       222,625       3,007,205       3,281,453

Net asset value, offering and redemption price per share

      $17.43       $15.15       $13.94       $8.63

Class I:

               

Net Assets

      $78,561,802       $28,830,633       $830,021,981       $202,039,050

Shares outstanding

      4,171,028       1,889,222       57,302,805       23,439,962

Net asset value, offering and redemption price per share

      $18.84       $15.26       $14.48       $8.62

Class Z:

               

Net Assets

      $6,853,477             $10,456,640       $3,215,723

Shares outstanding

      366,221             720,089       373,039

Net asset value, offering and redemption price per share

      $18.71             $14.52       $8.62

 

 

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

50


Table of Contents
    

 

    

    

Statement of Assets and Liabilities (continued)

 

   

    

 

      

 

 

    AMG
River Road
Small-Mid Cap
Value Fund
  AMG
River Road
International Value
Equity Fund
  AMG
River Road
Focused Absolute
Value Fund

Assets:

           

Investments at value1 (including securities on loan valued at $7,235,210, $0, and $904,480, respectively)

      $265,645,274       $9,928,360       $48,577,957

Cash

      1,182,414       652       517

Foreign currency2

            2,393      

Receivable for investments sold

      634,598            

Dividend and interest receivables

      59,045       42,796       34,667

Securities lending income receivable

      5,600       16       155

Receivable for Fund shares sold

      88,196       1,049       3,693

Receivable from affiliate

            13,823       7,972

Prepaid expenses and other assets

      18,511       4,402       15,978

Total assets

      267,633,638       9,993,491       48,640,939     

Liabilities:

           

Payable upon return of securities loaned

      3,159,542            

Payable for investments purchased

      1,892,132            

Payable for Fund shares repurchased

      169,578             1,803

Accrued expenses:

           

Investment advisory and management fees

      170,702       4,504       25,219

Administrative fees

      34,141       1,275       6,305

Distribution fees

      4,384       249       407

Shareholder service fees

      11,011       375       1,459

Other

      57,873       41,590       41,057

Total liabilities

      5,499,363       47,993       76,250

Commitments and Contingencies (Notes 2 & 6)

 

           

Net Assets

      $262,134,275       $9,945,498       $48,564,689

1 Investments at cost

      $244,865,057       $10,093,102       $44,833,030

2 Foreign currency at cost

            $2,415      

 

 

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

51


Table of Contents
    

 

    

    

Statement of Assets and Liabilities (continued)

 

   

    

 

      

 

 

    AMG
River Road
Small-Mid Cap
Value Fund
    AMG
River Road
International Value
Equity Fund
    AMG
River Road
Focused Absolute
Value Fund
 

Net Assets Represent:

                 

Paid-in capital

      $231,071,322           $10,313,589           $44,061,976    

Total distributable earnings (loss)

      31,062,953           (368,091         4,502,713    

Net Assets

      $262,134,275           $9,945,498           $48,564,689    

Class N:

 

                 

Net Assets

      $18,654,765           $2,291,596           $1,910,092    

Shares outstanding

      2,166,301           243,862           162,780    

Net asset value, offering and redemption price per share

      $8.61           $9.40           $11.73    

Class I:

                 

Net Assets

      $214,092,965           $6,502,952           $40,204,676    

Shares outstanding

      23,955,675           666,146           3,421,824    

Net asset value, offering and redemption price per share

      $8.94           $9.76           $11.75    

Class Z:

                 

Net Assets

      $29,386,545           $1,150,950           $6,449,921    

Shares outstanding

      3,282,932           117,334           548,920    

Net asset value, offering and redemption price per share

      $8.95           $9.81           $11.75    

 

 

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

52


Table of Contents
    

 

    

Statement of Operations

For the fiscal year ended October 31, 2023

 

   

    

 

      

 

 

    AMG
River Road
Mid Cap
Value Fund
    AMG
River Road Large
Cap Value
Select Fund
    AMG
River Road
Small Cap
Value Fund
    AMG
River Road
Dividend All Cap
Value Fund
 

Investment Income:

                       

Dividend income

      $3,853,704           $530,934           $9,207,575           $8,930,822    

Interest income

      122,426           15,527           2,557,058           58,475    

Securities lending income

      5,691           2,104           18,389           14,188    

Foreign withholding tax

      (52,325         (14,022         (46,844         (2,020  

Total investment income

      3,929,496           534,543           11,736,178           9,001,465    

Expenses:

                       

Investment advisory and management fees

      1,794,097           118,218           7,024,552           1,463,990    

Administrative fees

      480,562           50,665           1,317,103           439,197    

Distribution fees - Class N

      583,221           9,131           101,742           83,760    

Shareholder servicing fees - Class N

      234,591           3,652           41,351           13,402    

Shareholder servicing fees - Class I

      39,129           10,088           724,266           102,337    

Registration fees

      53,666           27,754           70,843           41,567    

Professional fees

      48,683           37,957           90,034           50,189    

Reports to shareholders

      41,344           10,257           85,260           27,815    

Custodian fees

      36,439           20,869           74,906           34,919    

Trustee fees and expenses

      21,883           2,346           60,136           20,565    

Transfer agent fees

      20,073           8,615           25,978           10,074    

Interest expense

      141                               27,722    

Miscellaneous

      17,703           3,406           94,605           34,784    

Total expenses before offsets

      3,371,532           302,958           9,710,776           2,350,321    

Expense reimbursements

      (79,604         (77,427                   (132,074  

Expense reductions

      (27,831         (1,269         (31,650         (14,703  

Net expenses

      3,264,097           224,262           9,679,126           2,203,544    
                       

Net investment income

      665,399           310,281           2,057,052           6,797,921    

Net Realized and Unrealized Gain (Loss):

                       

Net realized gain on investments

      901,364           952,719           46,717,796           9,443,458    

Net realized gain on foreign currency transactions

                265                        

Net change in unrealized appreciation/depreciation on investments

      21,147,317           1,954,790           (33,287,036         (35,081,495  

Net realized and unrealized gain (loss)

      22,048,681           2,907,774           13,430,760           (25,638,037  
                       

Net increase (decrease) in net assets resulting from operations

      $22,714,080           $3,218,055           $15,487,812           $(18,840,116)    

 

 

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

53


Table of Contents
    

 

    

    

Statement of Operations (continued)

 

   

    

 

      

 

 

    AMG
River Road
Small-Mid Cap
Value Fund
    AMG
River Road
International Value
Equity Fund
    AMG
River Road
Focused Absolute
Value Fund
 

Investment Income:

                 

Dividend income

      $3,312,895           $311,925           $1,109,976    

Interest income

      305,821           12,719           12,663    

Securities lending income

      26,710           1,230           3,479    

Foreign withholding tax

      (8,088         (45,409         (13,915  

Total investment income

      3,637,338           280,465           1,112,203    

Expenses:

                 

Investment advisory and management fees

      1,979,853           48,243           335,713    

Administrative fees

      395,971           13,654           83,928    

Distribution fees - Class N

      45,405           3,392           5,405    

Shareholder servicing fees - Class N

      11,458           772           886    

Shareholder servicing fees - Class I

      114,994           3,215           18,737    

Registration fees

      47,082           24,605           32,753    

Professional fees

      46,130           32,381           33,322    

Custodian fees

      36,153           41,321           21,348    

Reports to shareholders

      23,330           4,931           6,684    

Trustee fees and expenses

      17,978           615           3,560    

Transfer agent fees

      8,790           547           881    

Interest expense

                          1,615    

Miscellaneous

      29,176           2,919           8,045    

Total expenses before offsets

      2,756,320           176,595           552,877    

Expense reimbursements

                (102,768         (89,807  

Expense reductions

      (13,765         (1,542         (4,606  

Net expenses

      2,742,555           72,285           458,464    
                 

Net investment income

      894,783           208,180           653,739    

Net Realized and Unrealized Gain (Loss):

                 

Net realized gain on investments

      11,328,295           77,508           1,333,699    

Net realized loss on foreign currency transactions

                (3,634            

Net change in unrealized appreciation/depreciation on investments

      (14,491,664         898,267           38,458    

Net change in unrealized appreciation/depreciation on foreign currency translations

                405              

Net realized and unrealized gain (loss)

      (3,163,369         972,546           1,372,157    
                 

Net increase (decrease) in net assets resulting from operations

      $(2,268,586)           $1,180,726           $2,025,896    

 

 

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

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Table of Contents
    

 

    

Statements of Changes in Net Assets

For the fiscal years ended October 31,

 

   

    

 

      

 

 

     AMG
River Road
Mid Cap Value Fund
    AMG
River Road Large
Cap Value Select Fund
    AMG
River Road
Small Cap Value Fund
 
     2023     2022     2023     2022     2023     2022  

Increase (Decrease) in Net Assets Resulting From Operations:

            

Net investment income (loss)

     $665,399       $3,450,135       $310,281       $671,385       $2,057,052       $(2,967,724

Net realized gain (loss) on investments

     901,364       26,043,244       952,984       (991,432     46,717,796       32,053,565  

Net change in unrealized appreciation/depreciation on investments

     21,147,317       (49,642,188     1,954,790       (3,078,280     (33,287,036     (29,813,692

Net increase (decrease) in net assets resulting from operations

     22,714,080       (20,148,809     3,218,055       (3,398,327     15,487,812       (727,851

Distributions to Shareholders:

            

Class N

     (19,489,451     (9,096,124     (65,123           (1,388,209     (2,525,400

Class I

     (5,976,906     (3,627,499     (618,612     (148,346     (28,767,483     (60,899,554

Class Z

     (608,991     (308,106                 (343,645     (572,964

Total distributions to shareholders

     (26,075,348     (13,031,729     (683,735     (148,346     (30,499,337     (63,997,918

Capital Share Transactions:1

 

            

Net increase (decrease) from capital share transactions

     428,469       (66,134,751     (4,532,536     (3,775,114     30,420,185       54,093,356  
            

Total increase (decrease) in net assets

     (2,932,799     (99,315,289     (1,998,216     (7,321,787     15,408,660       (10,632,413

Net Assets:

            

Beginning of year

     308,828,420       408,143,709       34,201,632       41,523,419       866,997,342       877,629,755  

End of year

     $305,895,621       $308,828,420       $32,203,416       $34,201,632       $882,406,002       $866,997,342  

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

 

 

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

55


Table of Contents
    

 

    

Statements of Changes in Net Assets (continued)

For the fiscal years ended October 31,

 

   

    

 

      

 

 

     AMG
River Road
Dividend All Cap
Value Fund
    AMG
River Road
Small-Mid Cap
Value Fund
    AMG
River Road
International Value
Equity Fund
 
     2023     2022     2023     2022     2023     2022  

Increase (Decrease) in Net Assets Resulting From Operations:

            

Net investment income (loss)

     $6,797,921       $6,444,266       $894,783       $(94,938     $208,180       $278,429  

Net realized gain (loss) on investments

     9,443,458       43,952,790       11,328,295       11,600,764       73,874       (449,151

Net change in unrealized appreciation/depreciation on investments

     (35,081,495     (51,226,403     (14,491,664     (15,124,084     898,672       (781,700

Net increase (decrease) in net assets resulting from operations

     (18,840,116     (829,347     (2,268,586     (3,618,258     1,180,726       (952,422

Distributions to Shareholders:

            

Class N

     (4,683,046     (7,853,246     (841,013     (1,300,180     (41,450     (8,584

Class I

     (37,442,154     (67,471,975     (8,300,606     (11,974,114     (211,394     (52,305

Class Z

     (451,503     (467,570     (1,508,182     (2,022,835     (35,864     (4,607

Total distributions to shareholders

     (42,576,703     (75,792,791     (10,649,801     (15,297,129     (288,708     (65,496

Capital Share Transactions:1

 

            

Net increase (decrease) from capital share transactions

     (35,265,575     (21,546,543     33,451,833       (16,650,233     1,944,998       (1,091,145
            

Total increase (decrease) in net assets

     (96,682,394     (98,168,681     20,533,446       (35,565,620     2,837,016       (2,109,063

Net Assets:

            

Beginning of year

     330,262,370       428,431,051       241,600,829       277,166,449       7,108,482       9,217,545  

End of year

     $233,579,976       $330,262,370       $262,134,275       $241,600,829       $9,945,498       $7,108,482  

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

 

 

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

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Table of Contents
    

 

    

Statements of Changes in Net Assets (continued)

For the fiscal years ended October 31,

 

   

    

 

      

 

 

     AMG
River Road
Focused Absolute
Value Fund
 
     2023     2022  

 Increase (Decrease) in Net Assets Resulting From Operations:

    

 Net investment income

     $653,739       $716,791  

 Net realized gain on investments

     1,333,699       2,657,573  

 Net change in unrealized appreciation/depreciation on investments

     38,458       (21,462,247
    

 Net increase (decrease) in net assets resulting from operations

     2,025,896       (18,087,883

 Distributions to Shareholders:

    

 Class N

     (16,781     (221,233

 Class I

     (521,709     (12,072,508

 Class Z

     (81,036     (930,537

 Total distributions to shareholders

     (619,526     (13,224,278

 Capital Share Transactions:1

    

 Net decrease from capital share transactions

     (16,381,325     (98,597,273
    

 Total decrease in net assets

     (14,974,955     (129,909,434

 Net Assets:

    

 Beginning of year

     63,539,644       193,449,078  
    

 End of year

     $48,564,689       $63,539,644  

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

 

 

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

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AMG River Road Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
 Class N         2023           2022           2021           2020           2019  

 Net Asset Value, Beginning of Year

            $17.74               $19.43               $29.75               $34.95               $38.27  

 Income (loss) from Investment Operations:

                   

 Net investment income1,2

      0.02         0.17 3         0.02 4         0.16         0.34 5  

 Net realized and unrealized gain (loss) on investments

      1.21         (1.22       11.69         (2.85       (0.85
                   

 Total income (loss) from investment operations

      1.23         (1.05       11.71         (2.69       (0.51

 Less Distributions to Shareholders from:

                   

 Net investment income

      (0.16       (0.04       (0.02       (0.33       (0.15

 Net realized gain on investments

      (1.38       (0.60       (22.01       (2.18       (2.66
                   

 Total distributions to shareholders

      (1.54       (0.64       (22.03       (2.51       (2.81

 Net Asset Value, End of Year

      $17.43         $17.74         $19.43         $29.75         $34.95  
                   

 Total Return2,6

      7.39       (5.67 )%        50.65       (8.62 )%        (0.55 )% 

 Ratio of net expenses to average net assets

      1.10 %7         1.09 %7         1.13 %7         1.14       1.15

 Ratio of gross expenses to average net assets8

      1.13       1.11       1.18       1.16       1.15

 Ratio of net investment income to average net assets2

      0.13       0.90       0.08       0.52       0.95

 Portfolio turnover

      75       71       149       50       21

 Net assets end of year (000’s) omitted

            $220,480               $227,513               $287,165               $259,561               $518,354  
                                                                        

 

 

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Table of Contents
    

 

AMG River Road Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
 Class I         2023           2022           2021           2020           2019  

 Net Asset Value, Beginning of Year

            $19.05               $20.82               $30.68               $35.96               $39.33  

 Income (loss) from Investment Operations:

                   

 Net investment income1,2

      0.08         0.24 3         0.09 4         0.25         0.45 5  

 Net realized and unrealized gain (loss) on investments

      1.31         (1.32       12.16         (2.94       (0.89
                   

 Total income (loss) from investment operations

      1.39         (1.08       12.25         (2.69       (0.44

 Less Distributions to Shareholders from:

                   

 Net investment income

      (0.22       (0.09       (0.10       (0.41       (0.27

 Net realized gain on investments

      (1.38       (0.60       (22.01       (2.18       (2.66
                   

 Total distributions to shareholders

      (1.60       (0.69       (22.11       (2.59       (2.93

 Net Asset Value, End of Year

      $18.84         $19.05         $20.82         $30.68         $35.96  
                   

 Total Return2,6

      7.72       (5.41 )%        51.11       (8.38 )%        (0.33 )% 

 Ratio of net expenses to average net assets

      0.80 %7         0.80 %7         0.87 %7         0.90       0.90

 Ratio of gross expenses to average net assets8

      0.83       0.82       0.92       0.92       0.90

 Ratio of net investment income to average net assets2

      0.43       1.19       0.34       0.76       1.20

 Portfolio turnover

      75       71       149       50       21

 Net assets end of year (000’s) omitted

            $78,562               $74,094               $112,741               $176,807               $1,102,479  
                                                                        

 

 

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AMG River Road Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
Class Z         2023           2022           2021           2020           2019  

Net Asset Value, Beginning of Year

      $18.94         $20.71         $30.63         $35.95         $39.34  

Income (loss) from Investment Operations:

                   

Net investment income1,2

      0.09         0.24 3         0.10 4         0.28         0.48 5  

Net realized and unrealized gain (loss) on investments

      1.29         (1.29       12.13         (2.94       (0.89
                   

Total income (loss) from investment operations

      1.38         (1.05       12.23         (2.66       (0.41

Less Distributions to Shareholders from:

                   

Net investment income

      (0.23       (0.12       (0.14       (0.48       (0.32

Net realized gain on investments

      (1.38       (0.60       (22.01       (2.18       (2.66
                   

Total distributions to shareholders

      (1.61       (0.72       (22.15       (2.66       (2.98

Net Asset Value, End of Year

      $18.71         $18.94         $20.71         $30.63         $35.95  
                   

Total Return2,6

      7.73       (5.34 )%        51.18       (8.32 )%        (0.25 )% 

Ratio of net expenses to average net assets

      0.75 %7        0.75 %7        0.80 %7        0.82       0.82

Ratio of gross expenses to average net assets8

      0.78       0.77       0.85       0.84       0.82

Ratio of net investment income to average net assets2

      0.48       1.24       0.41       0.84       1.28

Portfolio turnover

      75       71       149       50       21

Net assets end of year (000’s) omitted

            $6,853               $7,221               $8,237               $9,786               $47,907  
                                                                        

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.05, $0.11 and $0.11 for Class N, Class I and Class Z, respectively.

 

4 

Includes non-recurring dividends. Without these dividends, net investment income (loss) per share would have been $(0.02), $0.05 and $0.06 for Class N, Class I and Class Z, respectively.

 

5 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.23, $0.33 and $0.36 for Class N, Class I and Class Z, respectively.

 

6 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

7 

Includes reduction from brokerage recapture amounting to 0.01%, 0.01% and less than 0.01% for the fiscal years ended October 31, 2023, 2022 and 2021, respectively.

 

8 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

 

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AMG River Road Large Cap Value Select Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
  Class N    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $14.08       $15.45       $13.73       $16.22       $15.68

Income (loss) from Investment Operations:

                    

Net investment income1,2

       0.10       0.22 3         0.01       0.04 4         0.12 5  
           

Net realized and unrealized gain (loss) on investments

       1.22       (1.59 )       4.27       (1.84 )       0.95

Total income (loss) from investment operations

       1.32       (1.37 )       4.28       (1.80 )       1.07

Less Distributions to Shareholders from:

                    

Net investment income

       (0.25 )             (2.56 )             (0.02 )

Net realized gain on investments

                         (0.69 )       (0.51 )

Total distributions to shareholders

       (0.25 )             (2.56 )       (0.69 )       (0.53 )

Net Asset Value, End of Year

       $15.15       $14.08       $15.45       $13.73       $16.22

Total Return2,6

       9.50 %       (8.87 )%       33.53 %       (11.66 )%       7.15 %

Ratio of net expenses to average net assets

       0.95 %7       0.95 %7       1.00 %7       1.04 %       1.28 %7,8

Ratio of gross expenses to average net assets9

       1.18 %       1.07 %       1.14 %       1.08 %       1.30 %

Ratio of net investment income to average net assets2

       0.64 %       1.51 %       0.08 %       0.25 %       0.74 %

Portfolio turnover

       77 %       91 %       256 %       750 %       330 %

Net assets end of year (000’s) omitted

       $3,373       $3,683       $4,623       $4,716       $14,301

 

 

 

 

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AMG River Road Large Cap Value Select Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
  Class I    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $14.19       $15.58       $13.80       $16.25       $15.71

Income (loss) from Investment Operations:

                    

Net investment income1,2

       0.14       0.27 3         0.06       0.08 4         0.16 5  
           

Net realized and unrealized gain (loss) on investments

       1.23       (1.60 )       4.29       (1.84 )       0.95

Total income (loss) from investment operations

       1.37       (1.33 )       4.35       (1.76 )       1.11

Less Distributions to Shareholders from:

                    

Net investment income

       (0.30 )       (0.06 )       (2.57 )             (0.06 )

Net realized gain on investments

                         (0.69 )       (0.51 )

Total distributions to shareholders

       (0.30 )       (0.06 )       (2.57 )       (0.69 )       (0.57 )

Net Asset Value, End of Year

       $15.26       $14.19       $15.58       $13.80       $16.25

Total Return2,6

       9.83 %       (8.55 )%       33.93 %       (11.38 )%       7.43 %

Ratio of net expenses to average net assets

       0.63 %7       0.63 %7       0.69 %7       0.76 %       0.99 %7,8

Ratio of gross expenses to average net assets9

       0.86 %       0.75 %       0.83 %       0.80 %       1.01 %

Ratio of net investment income to average net assets2

       0.96 %       1.83 %       0.39 %       0.53 %       1.03 %

Portfolio turnover

       77 %       91 %       256 %       750 %       330 %

Net assets end of year (000’s) omitted

       $28,831       $30,519       $36,900       $38,990       $83,323

 

 

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.08 and $0.13 for Class N and Class I, respectively.

 

4 

Includes non-recurring dividends. Without these dividends, net investment income (loss) per share would have been $(0.01) and $0.03 for Class N and Class I, respectively.

 

5 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.07 and $0.12 for Class N and Class I, respectively.

 

6 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

7 

Includes reduction from broker recapture amounting to less than 0.01% for the fiscal years ended October 31, 2023, 2022, 2021 and 2019, respectively.

 

8 

Expense ratio includes dividend and interest expense related to securities sold short. Excluding such dividend and interest expense, the ratio of net expenses to average net assets would be 1.04% and 0.75% for Class N and Class I, respectively, for the fiscal year ended October 31, 2019.

 

9 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

 

62


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AMG River Road Small Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

     For the fiscal years ended October 31,

 Class N

 

  

2023    

 

 

2022    

 

 

2021    

 

 

2020    

 

 

2019    

 

 Net Asset Value, Beginning of Year

     $14.26       $15.45       $10.76       $13.00       $13.26  

 Income (loss) from Investment Operations:

          

 Net investment loss1,2

     (0.00 )3       (0.09     (0.09     (0.02     (0.04

 Net realized and unrealized gain (loss) on investments

     0.20       0.06       4.78       (1.43     1.17  

 Total income (loss) from investment operations

     0.20       (0.03     4.69       (1.45     1.13  

 Less Distributions to Shareholders from:

          

 Net realized gain on investments

     (0.52     (1.16           (0.79     (1.39

 Net Asset Value, End of Year

     $13.94       $14.26       $15.45       $10.76       $13.00  

 Total Return2,4

     1.58     (0.35 )%      43.59     (12.09 )%      10.86

 Ratio of net expenses to average net assets5

     1.35     1.35     1.33     1.34     1.36

 Ratio of gross expenses to average net assets6

     1.35     1.35     1.35     1.36     1.37

 Ratio of net investment loss to average net assets2

     (0.01 )%      (0.60 )%      (0.61 )%      (0.19 )%      (0.33 )% 

 Portfolio turnover

     25     33     39     42     47

 Net assets end of year (000’s) omitted

     $41,927       $37,265       $34,246       $25,920       $29,963  
                            

 

 

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Table of Contents
    

 

AMG River Road Small Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
  Class I    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $14.76       $15.91       $11.05       $13.30       $13.51

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       0.04       (0.05 )       (0.05 )       0.01       (0.01 )

Net realized and unrealized gain (loss) on investments

       0.20       0.06       4.91       (1.46 )       1.20

Total income (loss) from investment operations

       0.24       0.01       4.86       (1.45 )       1.19

Less Distributions to Shareholders from:

                    

Net investment income

                   (0.00 )3       (0.01 )       (0.01 )

Net realized gain on investments

       (0.52 )       (1.16 )             (0.79 )       (1.39 )

Total distributions to shareholders

       (0.52 )       (1.16 )       (0.00 )3       (0.80 )       (1.40 )

Net Asset Value, End of Year

       $14.48       $14.76       $15.91       $11.05       $13.30

Total Return2,4

       1.81 %       (0.07 )%       43.99 %       (11.91 )%       11.23 %

Ratio of net expenses to average net assets5

       1.09 %       1.09 %       1.07 %       1.07 %       1.09 %

Ratio of gross expenses to average net assets6

       1.09 %       1.09 %       1.09 %       1.09 %       1.10 %

Ratio of net investment income (loss) to average net assets2

       0.25 %       (0.34 )%       (0.35 )%       0.07 %       (0.06 )%

Portfolio turnover

       25 %       33 %       39 %       42 %       47 %

Net assets end of year (000’s) omitted

       $830,022       $819,940       $835,473       $487,637       $374,344

 

 

 

 

64


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AMG River Road Small Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
  Class Z    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $14.78       $15.92       $11.05       $13.30       $13.51

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       0.05       (0.04 )       (0.04 )       0.02       0.00 7  
           

Net realized and unrealized gain (loss) on investments

       0.21       0.06       4.92       (1.46 )       1.20

Total income (loss) from investment operations

       0.26       0.02       4.88       (1.44 )       1.20

Less Distributions to Shareholders from:

                    

Net investment income

                   (0.01 )       (0.02 )       (0.02 )

Net realized gain on investments

       (0.52 )       (1.16 )             (0.79 )       (1.39 )

Total distributions to shareholders

       (0.52 )       (1.16 )       (0.01 )       (0.81 )       (1.41 )

Net Asset Value, End of Year

       $14.52       $14.78       $15.92       $11.05       $13.30

Total Return2,4

       1.94 %       (0.00 )%8       44.17 %       (11.78 )%       11.29 %

Ratio of net expenses to average net assets5

       1.00 %       1.00 %       0.98 %       0.99 %       1.01 %

Ratio of gross expenses to average net assets6

       1.00 %       1.00 %       1.00 %       1.01 %       1.02 %

Ratio of net investment income (loss) to average net assets2

       0.34 %       (0.25 )%       (0.26 )%       0.16 %       0.02 %

Portfolio turnover

       25 %       33 %       39 %       42 %       47 %

Net assets end of year (000’s) omitted

       $10,457       $9,792       $7,911       $1,025       $186

 

 

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Less than $(0.005) per share.

 

4 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

5 

Includes reduction from broker recapture amounting to less than 0.01%, less than 0.01%, 0.02%, 0.02% and 0.01% for the fiscal years ended October 31, 2023, 2022, 2021, 2020 and 2019, respectively.

 

6 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

7 

Less than $0.005 per share.

 

8 

Less than (0.005)%.

 

 

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Table of Contents
    

 

AMG River Road Dividend All Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
 Class N    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $10.70       $13.28       $10.02       $12.34       $12.29

Income (loss) from Investment Operations:

                    

Net investment income1,2

       0.20       0.18       0.19       0.25       0.27

Net realized and unrealized gain (loss) on investments

       (0.88 )       (0.29 )       3.27       (1.49 )       0.80

Total income (loss) from investment operations

       (0.68 )       (0.11 )       3.46       (1.24 )       1.07

Less Distributions to Shareholders from:

                    

Net investment income

       (0.23 )       (0.27 )       (0.20 )       (0.34 )       (0.30 )

Net realized gain on investments

       (1.16 )       (2.20 )             (0.74 )       (0.72 )

Total distributions to shareholders

       (1.39 )       (2.47 )       (0.20 )       (1.08 )       (1.02 )

Net Asset Value, End of Year

       $8.63       $10.70       $13.28       $10.02       $12.34

Total Return2,3

       (7.50 )%       (1.34 )%       34.74 %       (10.96 )%       10.11 %

Ratio of net expenses to average net assets4

       0.97 %5       1.03 %       1.06 %       1.13 %       1.11 %

Ratio of gross expenses to average net assets6

       1.02 %       1.07 %       1.09 %       1.13 %       1.12 %

Ratio of net investment income to average net assets2

       2.10 %       1.61 %       1.51 %       2.38 %       2.32 %

Portfolio turnover

       25 %       30 %       20 %       35 %       29 %

Net assets end of year (000’s) omitted

       $28,325       $36,432       $43,430       $41,358       $79,811

 

 

 

 

66


Table of Contents
    

 

AMG River Road Dividend All Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
 Class I    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $10.68       $13.27       $10.01       $12.33       $12.29

Income (loss) from Investment Operations:

                    

Net investment income1,2

       0.23       0.21       0.22       0.28       0.31

Net realized and unrealized gain (loss) on investments

       (0.88 )       (0.30 )       3.27       (1.49 )       0.78

Total income (loss) from investment operations

       (0.65 )       (0.09 )       3.49       (1.21 )       1.09

Less Distributions to Shareholders from:

                    

Net investment income

       (0.25 )       (0.30 )       (0.23 )       (0.37 )       (0.33 )

Net realized gain on investments

       (1.16 )       (2.20 )             (0.74 )       (0.72 )

Total distributions to shareholders

       (1.41 )       (2.50 )       (0.23 )       (1.11 )       (1.05 )

Net Asset Value, End of Year

       $8.62       $10.68       $13.27       $10.01       $12.33

Total Return2,3

       (7.17 )%       (1.18 )%       35.10 %       (10.69 )%       10.32 %

Ratio of net expenses to average net assets4

       0.72 %5       0.78 %       0.81 %       0.86 %       0.84 %

Ratio of gross expenses to average net assets6

       0.77 %       0.82 %       0.84 %       0.86 %       0.85 %

Ratio of net investment income to average net assets2

       2.35 %       1.86 %       1.76 %       2.65 %       2.59 %

Portfolio turnover

       25 %       30 %       20 %       35 %       29 %

Net assets end of year (000’s) omitted

       $202,039       $290,632       $382,571       $408,844       $533,106

 

 

 

 

67


Table of Contents
    

 

AMG River Road Dividend All Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
 Class Z    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $10.69       $13.28       $10.01       $12.33       $12.29

Income (loss) from Investment Operations:

                    

Net investment income1,2

       0.23       0.21       0.22       0.27       0.32

Net realized and unrealized gain (loss) on investments

       (0.88 )       (0.29 )       3.29       (1.47 )       0.77

Total income (loss) from investment operations

       (0.65 )       (0.08 )       3.51       (1.20 )       1.09

Less Distributions to Shareholders from:

                    

Net investment income

       (0.26 )       (0.31 )       (0.24 )       (0.38 )       (0.33 )

Net realized gain on investments

       (1.16 )       (2.20 )             (0.74 )       (0.72 )

Total distributions to shareholders

       (1.42 )       (2.51 )       (0.24 )       (1.12 )       (1.05 )

Net Asset Value, End of Year

       $8.62       $10.69       $13.28       $10.01       $12.33

Total Return2,3

       (7.22 )%       (1.12 )%       35.26 %       (10.65 )%       10.37 %

Ratio of net expenses to average net assets4

       0.68 %5       0.74 %       0.77 %       0.81 %       0.79 %

Ratio of gross expenses to average net assets6

       0.73 %       0.78 %       0.80 %       0.81 %       0.80 %

Ratio of net investment income to average net assets2

       2.39 %       1.90 %       1.80 %       2.69 %       2.64 %

Portfolio turnover

       25 %       30 %       20 %       35 %       29 %

Net assets end of year (000’s) omitted

       $3,216       $3,199       $2,430       $1,901       $63

 

 

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

4 

Includes reduction from broker recapture amounting to 0.01%, 0.01%, 0.01%, less than 0.01% and 0.01%, for the fiscal years ended October 31, 2023, 2022, 2021, 2020 and 2019, respectively.

 

5 

Includes interest expense totaling 0.01% related to utilization of the line of credit.

 

6 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

 

68


Table of Contents
    

 

AMG River Road Small-Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
 Class N    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $9.10       $9.81       $6.80       $7.84       $7.62

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       0.01       (0.03 )       (0.04 )       (0.01 )3       (0.02 )

Net realized and unrealized gain (loss) on investments

       (0.09 )       (0.11 )       3.05       (0.88 )       0.78

Total income (loss) from investment operations

       (0.08 )       (0.14 )       3.01       (0.89 )       0.76

Less Distributions to Shareholders from:

                    

Net investment income

       (0.00 )4                   (0.01 )      

Net realized gain on investments

       (0.41 )       (0.57 )             (0.14 )       (0.54 )

Total distributions to shareholders

       (0.41 )       (0.57 )             (0.15 )       (0.54 )

Net Asset Value, End of Year

       $8.61       $9.10       $9.81       $6.80       $7.84

Total Return2,5

       (0.77 )%       (1.64 )%       44.27 %       (11.65 )%       11.82 %

Ratio of net expenses to average net assets6

       1.27 %       1.28 %       1.25 %       1.31 %       1.31 %

Ratio of gross expenses to average net assets7

       1.28 %       1.28 %       1.27 %       1.33 %       1.37 %

Ratio of net investment income (loss) to average net assets2

       0.10 %       (0.28 )%       (0.38 )%       (0.16 )%       (0.27 )%

Portfolio turnover

       30 %       32 %       44 %       47 %       38 %

Net assets end of year (000’s) omitted

       $18,655       $18,961       $22,702       $21,618       $24,669

 

 

 

 

69


Table of Contents
    

 

AMG River Road Small-Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
Class I    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $9.41       $10.10       $6.98       $8.04       $7.78

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       0.03       (0.00 )4       (0.01 )       0.01 3         (0.00 )4

Net realized and unrealized gain (loss) on investments

       (0.09 )       (0.12 )       3.13       (0.91 )       0.80

Total income (loss) from investment operations

       (0.06 )       (0.12 )       3.12       (0.90 )       0.80

Less Distributions to Shareholders from:

                    

Net investment income

       (0.00 )4             (0.00 )4       (0.02 )      

Net realized gain on investments

       (0.41 )       (0.57 )             (0.14 )       (0.54 )

Total distributions to shareholders

       (0.41 )       (0.57 )       (0.00 )4       (0.16 )       (0.54 )

Net Asset Value, End of Year

       $8.94       $9.41       $10.10       $6.98       $8.04

Total Return2,5

       (0.48 )%       (1.38 )%       44.70 %       (11.47 )%       12.12 %

Ratio of net expenses to average net assets6

       1.02 %       1.02 %       1.00 %       1.05 %       1.06 %

Ratio of gross expenses to average net assets7

       1.03 %       1.02 %       1.02 %       1.07 %       1.12 %

Ratio of net investment income (loss) to average net assets2

       0.35 %       (0.02 )%       (0.13 )%       0.09 %       (0.02 )%

Portfolio turnover

       30 %       32 %       44 %       47 %       38 %

Net assets end of year (000’s) omitted

       $214,093       $188,163       $218,698       $156,350       $145,620

 

 

 

 

70


Table of Contents
    

 

AMG River Road Small-Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
 Class Z    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $9.42       $10.10       $6.98       $8.04       $7.77

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       0.04       0.00 8         (0.01 )       0.01 3         0.00 8  
           

Net realized and unrealized gain (loss) on investments

       (0.10 )       (0.11 )       3.13       (0.91 )       0.81

Total income (loss) from investment operations

       (0.06 )       (0.11 )       3.12       (0.90 )       0.81

Less Distributions to Shareholders from:

                    

Net investment income

       (0.00 )4       (0.00 )4       (0.00 )4       (0.02 )      

Net realized gain on investments

       (0.41 )       (0.57 )             (0.14 )       (0.54 )

Total distributions to shareholders

       (0.41 )       (0.57 )       (0.00 )4       (0.16 )       (0.54 )

Net Asset Value, End of Year

       $8.95       $9.42       $10.10       $6.98       $8.04

Total Return2,5

       (0.47 )%       (1.26 )%       44.77 %       (11.43 )%       12.26 %

Ratio of net expenses to average net assets6

       0.97 %       0.97 %       0.95 %       1.00 %       1.01 %

Ratio of gross expenses to average net assets7

       0.98 %       0.97 %       0.97 %       1.02 %       1.07 %

Ratio of net investment income (loss) to average net assets2

       0.40 %       0.03 %       (0.08 )%       0.14 %       0.03 %

Portfolio turnover

       30 %       32 %       44 %       47 %       38 %

Net assets end of year (000’s) omitted

       $29,387       $34,477       $35,766       $553       $183

 

 

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment income (loss) per share would have been $(0.02), $(0.00) and $0.00 for Class N, Class I and Class Z, respectively.

 

4 

Less than $(0.005) per share.

 

5 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

6 

Includes reduction from broker recapture amounting to 0.01%, 0.01%, 0.02%, 0.02% and 0.03% for the fiscal years ended October 31, 2023, 2022, 2021, 2020 and 2019, respectively.

 

7 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

8 

Less than $0.005 per share.

 

 

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AMG River Road International Value Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
  Class N    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $8.35       $9.51       $11.40       $13.06       $12.19

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       0.20       0.29 3         (0.09 )       (0.16 )       (0.05 )

Net realized and unrealized gain (loss) on investments

       1.17       (1.39 )       2.71       (0.42 )       1.63

Total income (loss) from investment operations

       1.37       (1.10 )       2.62       (0.58 )       1.58

Less Distributions to Shareholders from:

                    

Net investment income

       (0.32 )                        

Net realized gain on investments

             (0.06 )       (4.51 )       (1.08 )       (0.71 )

Total distributions to shareholders

       (0.32 )       (0.06 )       (4.51 )       (1.08 )       (0.71 )

Net Asset Value, End of Year

       $9.40       $8.35       $9.51       $11.40       $13.06

Total Return2,4

       16.73 %       (11.67 )%       22.06 %       (5.17 )%       13.98 %

Ratio of net expenses to average net assets5

       0.98 %       1.02 %       2.08 %6       2.71 %6       2.41 %6

Ratio of gross expenses to average net assets7

       2.13 %       2.11 %       2.69 %       3.23 %       2.83 %

Ratio of net investment income (loss) to average net assets2

       2.10 %       3.23 %       (0.70 )%       (1.35 )%       (0.43 )%

Portfolio turnover

       62 %       51 %       159 %       257 %       264 %

Net assets end of year (000’s) omitted

       $2,292       $1,012       $1,561       $1,584       $2,654

 

 

 

 

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AMG River Road International Value Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

     For the fiscal years ended October 31,
  Class I    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $8.67       $9.86       $11.65       $13.30       $12.37

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       0.23       0.33 3         (0.06 )       (0.14 )       (0.02 )

Net realized and unrealized gain (loss) on investments

       1.21       (1.44 )       2.78       (0.43 )       1.66

Total income (loss) from investment operations

       1.44       (1.11 )       2.72       (0.57 )       1.64

Less Distributions to Shareholders from:

                    

Net investment income

       (0.35 )       (0.02 )                  

Net realized gain on investments

             (0.06 )       (4.51 )       (1.08 )       (0.71 )

Total distributions to shareholders

       (0.35 )       (0.08 )       (4.51 )       (1.08 )       (0.71 )

Net Asset Value, End of Year

       $9.76       $8.67       $9.86       $11.65       $13.30

Total Return2,4

       16.86 %       (11.41 )%       22.48 %       (4.98 )%       14.28 %

Ratio of net expenses to average net assets5

       0.76 %       0.77 %       1.84 %6       2.46 %6       2.16 %6

Ratio of gross expenses to average net assets7

       1.91 %       1.86 %       2.45 %       2.98 %       2.58 %

Ratio of net investment income (loss) to average net assets2

       2.32 %       3.48 %       (0.46 )%       (1.10 )%       (0.18 )%

Portfolio turnover

       62 %       51 %       159 %       257 %       264 %

Net assets end of year (000’s) omitted

       $6,503       $5,263       $7,105       $14,041       $22,856

 

 

 

 

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AMG River Road International Value Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
  Class Z    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $8.71       $9.92       $11.69       $13.32       $12.38

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       0.23       0.33 3         (0.05 )       (0.12 )       (0.01 )

Net realized and unrealized gain (loss) on investments

       1.22       (1.45 )       2.79       (0.43 )       1.66

Total income (loss) from investment operations

       1.45       (1.12 )       2.74       (0.55 )       1.65

Less Distributions to Shareholders from:

                    

Net investment income

       (0.35 )       (0.03 )                  

Net realized gain on investments

             (0.06 )       (4.51 )       (1.08 )       (0.71 )

Total distributions to shareholders

       (0.35 )       (0.09 )       (4.51 )       (1.08 )       (0.71 )

Net Asset Value, End of Year

       $9.81       $8.71       $9.92       $11.69       $13.32

Total Return2,4

       16.96 %       (11.41 )%       22.58 %       (4.82 )%       14.35 %

Ratio of net expenses to average net assets5

       0.71 %       0.72 %       1.76 %6       2.38 %6       2.08 %6

Ratio of gross expenses to average net assets7

       1.86 %       1.81 %       2.37 %       2.90 %       2.50 %

Ratio of net investment income (loss) to average net assets2

       2.37 %       3.53 %       (0.38 )%       (1.02 )%       (0.10 )%

Portfolio turnover

       62 %       51 %       159 %       257 %       264 %

Net assets end of year (000’s) omitted

       $1,151       $833       $552       $660       $84

 

 

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.15, $0.18 and $0.18 for Class N, Class I and Class Z, respectively.

 

4 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

5 

Includes reduction from brokerage recapture amounting to 0.02%, 0.01%, 0.04%, 0.11% and 0.01% for the fiscal years ended October 31, 2023, 2022, 2021, 2020 and 2019, respectively.

 

6 

Expense ratio includes dividend and interest expense related to securities sold short. Excluding such dividend and interest expense, the ratio of net expenses to average net assets would be 1.32%, 1.11% and 1.01% for Class N, Class I and Class Z, respectively, for the fiscal year ended October 31, 2021, 1.34%, 1.09% and 1.01% for Class N, Class I and Class Z, respectively, for the fiscal year ended October 31, 2020, and 1.44%, 1.19% and 1.11% for Class N, Class I and Class Z, respectively, for the fiscal year ended October 31, 2019.

 

7 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

 

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AMG River Road Focused Absolute Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

     For the fiscal years ended October 31,

 Class N

 

  

2023  

 

 

2022    

 

 

2021    

 

 

2020    

 

 

2019    

 

 Net Asset Value, Beginning of Year

     $11.50       $14.44       $11.05       $12.65       $11.91  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.11       0.04       0.01       0.04 3       0.04  

 Net realized and unrealized gain (loss) on investments

     0.21       (2.03     3.38       (1.39     1.45  

 Total income (loss) from investment operations

     0.32       (1.99     3.39       (1.35     1.49  

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.02                 (0.02     (0.05

 Net realized gain on investments

     (0.07     (0.95           (0.23     (0.70

 Total distributions to shareholders

     (0.09     (0.95           (0.25     (0.75

 Net Asset Value, End of Year

     $11.73       $11.50       $14.44       $11.05       $12.65  

 Total Return2,4

     2.76     (14.80 )%      30.68     (11.03 )%      14.29

 Ratio of net expenses to average net assets5

     1.05     1.05     1.06     1.03     0.98

 Ratio of gross expenses to average net assets6

     1.22     1.14     1.12     1.15     1.21

 Ratio of net investment income to average net assets2

     0.93     0.30     0.10     0.34     0.34

 Portfolio turnover

     63     113     83     103     59

 Net assets end of year (000’s) omitted

     $1,910       $2,243       $3,666       $12,466       $15,284  
                            

 

 

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AMG River Road Focused Absolute Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

     For the fiscal years ended October 31,
  Class I    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $11.51       $14.48       $11.12       $12.72       $11.98

Income (loss) from Investment Operations:

                    

Net investment income1,2

       0.14       0.07       0.05       0.07 3         0.07

Net realized and unrealized gain (loss) on investments

       0.22       (2.04 )       3.39       (1.40 )       1.46

Total income (loss) from investment operations

       0.36       (1.97 )       3.44       (1.33 )       1.53

Less Distributions to Shareholders from:

                    

Net investment income

       (0.05 )       (0.05 )       (0.08 )       (0.04 )       (0.09 )

Net realized gain on investments

       (0.07 )       (0.95 )             (0.23 )       (0.70 )

Total distributions to shareholders

       (0.12 )       (1.00 )       (0.08 )       (0.27 )       (0.79 )

Net Asset Value, End of Year

       $11.75       $11.51       $14.48       $11.12       $12.72

Total Return2,4

       3.11 %       (14.64 )%       30.98 %       (10.81 )%       14.55 %

Ratio of net expenses to average net assets5

       0.81 %       0.80 %       0.81 %       0.78 %       0.73 %

Ratio of gross expenses to average net assets6

       0.98 %       0.89 %       0.87 %       0.90 %       0.96 %

Ratio of net investment income to average net assets2

       1.17 %       0.55 %       0.35 %       0.59 %       0.59 %

Portfolio turnover

       63 %       113 %       83 %       103 %       59 %

Net assets end of year (000’s) omitted

       $40,205       $53,620       $176,460       $130,758       $130,928

 

 

 

 

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AMG River Road Focused Absolute Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

     For the fiscal years ended October 31,

 Class Z

 

  

2023    

 

 

2022    

 

 

2021    

 

 

2020    

 

 

2019    

 

 Net Asset Value, Beginning of Year

     $11.52       $14.49       $11.12       $12.73       $11.98  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.15       0.08       0.06       0.07 3       0.07  

 Net realized and unrealized gain (loss) on investments

     0.21       (2.04     3.39       (1.41     1.47  

 Total income (loss) from investment operations

     0.36       (1.96     3.45       (1.34     1.54  

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.06     (0.06     (0.08     (0.04     (0.09

 Net realized gain on investments

     (0.07     (0.95           (0.23     (0.70

 Total distributions to shareholders

     (0.13     (1.01     (0.08     (0.27     (0.79

 Net Asset Value, End of Year

     $11.75       $11.52       $14.49       $11.12       $12.73  

 Total Return2,4

     3.10     (14.59 )%      31.12     (10.86 )%      14.69

 Ratio of net expenses to average net assets5

     0.77     0.76     0.77     0.74     0.69

 Ratio of gross expenses to average net assets6

     0.94     0.85     0.83     0.86     0.92

 Ratio of net investment income to average net assets2

     1.21     0.59     0.39     0.63     0.63

 Portfolio turnover

     63     113     83     103     59

 Net assets end of year (000’s) omitted

     $6,450       $7,677       $13,323       $2,462       $157  
                            

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.02, $0.05 and $0.05 for Class N, Class I and Class Z, respectively.

 

4 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

5 

Includes reduction from broker recapture amounting to 0.01%, 0.02%, 0.01%, 0.01% and 0.02% for the fiscal years ended October 31, 2023, 2022, 2021, 2020 and 2019, respectively.

 

6 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

 

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Notes to Financial Statements

October 31, 2023

 

   

    

 

     

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds I and AMG Funds IV (the “Trusts”) are open-end management investment companies. AMG Funds I is organized as a Massachusetts business trust, while AMG Funds IV is organized as a Delaware Statutory Trust. The Trusts are 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 I: AMG River Road Large Cap Value Select Fund (“Large Cap Value Select”), and AMG Funds IV: AMG River Road Mid Cap Value Fund (“Mid Cap Value”), AMG River Road Small Cap Value Fund (“Small Cap Value”), AMG River Road Dividend All Cap Value Fund (“Dividend All Cap Value”), AMG River Road Small-Mid Cap Value Fund (“Small-Mid Cap Value”), AMG River Road International Value Equity Fund (“International Value Equity “), and AMG River Road Focused Absolute Value Fund (“Focused Absolute Value”), each a “Fund” and collectively, the “Funds”.

Each Fund is authorized to issue Class N and Class I shares. The Funds, except for Large Cap Value Select, are also authorized to issue 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 have different net asset values per share to the extent the share classes pay different distribution amounts 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.

Large Cap Value Select and Focused Absolute Value are non-diversified funds. 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.

Market prices of investments held by the Funds may fall rapidly or unpredictably due to a variety of economic or political factors, market conditions, disasters or public health issues, or in response to events that affect particular industries or companies.

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. Equity securities held by the Funds that are traded in the over-the-counter market (other than NMS securities) are valued at the bid price. Foreign equity securities (securities principally traded in markets other than U.S.

markets) held by the Funds 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 registered 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. Pursuant to Rule 2a-5 under the 1940 Act, the Funds’ Boards of Trustees (the “Board”) designated AMG Funds LLC (the “Investment Manager”) as the Funds’ Valuation Designee to perform the Funds’ fair value determinations. Such determinations are subject to Board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Investment Manager’s fair value determinations.

Under certain circumstances, the value of certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by the Investment Manager and under the general supervision of the Board. The Funds 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 Funds’ valuation procedures, if the Investment Manager 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 Investment Manager seeks to determine the price that the Funds 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 quarterly reports, as of the most recent quarter end, summarizing all fair value activity, material fair value matters that occurred during the quarter, and all outstanding securities fair valued by the Funds. Additionally, the Board will be presented with an annual report that assesses the adequacy and effectiveness of the Investment Manager’s process for determining the fair value of the Funds’ investments.

With respect to foreign equity securities and certain foreign fixed income securities, securities held in the Funds 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

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

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, 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.

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 Funds become 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 the issuer, 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 or funds within the AMG Funds Family of 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. 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 Funds’ overall expense ratio.

For the fiscal year ended October 31, 2023, the impact on the expenses and expense ratios was as follows:

 

     Amount         

Percentage

Reduction

 

 

  

 Mid Cap Value

     $27,831          0.01%     

 Large Cap Value Select

     1,269          0.00%1     

 Small Cap Value

     31,650          0.00%1     

 Dividend All Cap Value

     14,703          0.01%     

 Small-Mid Cap Value

     13,765          0.01%     

 International Value Equity

     1,542          0.02%     

 Focused Absolute Value

     4,606          0.01%     

 

1 

Less than 0.005%.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions, except those of Dividend All Cap Value, resulting from net investment income will normally be declared and paid at least annually. Dividend All Cap Value will declare and pay net investment income distributions quarterly. Each Fund will normally declare and pay realized net capital gains, if any, at least annually in December. 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 reclassification 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 tax equalization utilized for Small Cap Value, Dividend All Cap Value, and Small-Mid Cap Value. There were no permanent differences for the year for Large Cap Value Select, Mid Cap Value, International Value Equity, and Focused Absolute Value. Temporary differences are primarily due to wash sale loss deferrals for all of the Funds, and investments in partnerships for Dividend All Cap Value.

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

The tax character of distributions paid during the fiscal years ended October 31, 2023 and October 31, 2022 was as follows:

 

     Mid Cap Value      Large Cap Value Select      Small Cap Value  
  Distributions paid from:    2023      2022      2023      2022      2023      2022  

  Ordinary income *

     $19,216,056        $13,031,729        $683,735        $148,346               $25,727,975  

  Long-term capital gains

     6,859,292                             $30,499,337        38,269,943  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
         $26,075,348            $13,031,729            $683,735            $148,346            $30,499,337            $63,997,918  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     Dividend All Cap Value      Small-Mid Cap Value      International Value Equity  
  Distributions paid from:    2023      2022      2023      2022      2023      2022  

  Ordinary income *

     $7,069,532        $9,973,050        $98,109               $288,708        $18,274  

  Long-term capital gains

     35,507,171        65,819,741        10,551,692        $15,297,129               47,222  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     $42,576,703        $75,792,791        $10,649,801        $15,297,129        $288,708        $65,496  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
                                 Focused Absolute Value  
  Distributions paid from:                                2023      2022  

  Ordinary income *

                 $249,051        $706,900  

  Long-term capital gains

                 370,475        12,517,378  
              

 

 

    

 

 

 
                 $619,526        $13,224,278  
              

 

 

    

 

 

 

 

*

For tax purposes, short-term capital gain distributions, if any, are considered ordinary income distributions.

As of October 31, 2023, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

     Mid Cap Value     

Large Cap

Value Select 

     Small Cap  
Value  
     Dividend All  
Cap Value  
     Small-Mid  
Cap Value  
    

International

Value Equity

    

Focused  

Absolute  

Value  

 

  Capital loss carryforward

            $5,999,490                             $273,306         

  Undistributed ordinary income

     $1,303,559        261,964        $2,462,141               $3,642,518        178,204        $766,027  

  Undistributed long-term capital gains

                   40,024,165        $6,078,010        7,155,853               502,352  

At October 31, 2023, the cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

  Fund    Cost      Appreciation      Depreciation    

Net Appreciation

(Depreciation)

 

  Mid Cap Value

     $301,504,156        $25,789,498        $(17,540,028     $8,249,470  

  Large Cap Value Select

     30,118,408        2,751,598        (809,397     1,942,201  

  Small Cap Value

     766,859,747        187,042,198        (68,103,277     118,938,921  

  Dividend All Cap Value

     198,150,809        54,459,289        (13,860,387     40,598,902  

  Small-Mid Cap Value

     245,380,692        47,363,175        (27,098,593     20,264,582  

  International Value Equity

     10,194,558        604,875        (871,771     (266,896

  Focused Absolute Value

     45,342,299        6,249,429        (3,013,771     3,235,658  

 

 

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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, and 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. The Investment Manager has analyzed the Funds’ tax positions taken on federal income tax returns as of October 31, 2023, 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, the Investment Manager is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefit/detriment will change materially in the next twelve months.

Furthermore, 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.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of October 31, 2023, the following Funds had capital loss carryovers for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.

 

 Fund   Short-Term   Long-Term   Total  

 Large Cap Value Select

  $4,775,657   $1,223,833     $5,999,490  

 International Value Equity

  258,961   14,345     273,306  

As of October 31, 2023, all the Funds except for Large Cap Value Select and International Value Equity had no capital loss carryovers for federal income tax purposes. Should those Funds incur net capital losses for the fiscal year ended October 31, 2024, such amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.

For the fiscal year ended October 31, 2023, the following Funds utilized capital loss carryovers in the amount of:

 

      Capital Loss Carryover Utilized  
 Fund   Short-Term   Long-Term

 Large Cap Value Select

    $ 864,967     $ 99,302

 International Value Equity

            94,006
 

 

g. CAPITAL STOCK

Each Trust’s Amended and Restated Agreement and Declaration of Trust or Trust Instrument, as applicable, 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.

For the fiscal years ended October 31, 2023 and October 31, 2022, the capital stock transactions by class for the Funds were as follows:

 

    Mid Cap Value   Large Cap Value Select
    October 31, 2023   October 31, 2022   October 31, 2023   October 31, 2022
    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount  

 Class N:

               

 Shares sold

    949,737       $16,906,043       785,781       $14,450,856       9,777       $149,655       92,383       $1,426,811   

 Shares issued in reinvestment of distributions

    1,150,594       19,157,394       466,296       8,920,248       3,502       49,510             —   

 Shares redeemed

    (2,275,505     (40,543,318     (3,205,760     (59,136,700     (52,163     (782,760     (130,056     (1,921,760)  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net decrease

    (175,174     $(4,479,881     (1,953,683     $(35,765,596     (38,884     $(583,595     (37,673     $(494,949)  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Class I:

               

 Shares sold

    1,247,002       $24,317,449       389,997       $7,669,264       41,393       $607,275       170,101       $2,524,908   

 Shares issued in reinvestment of distributions

    323,884       5,813,710       172,599       3,534,820       41,467       589,249       9,155       144,014   

 Shares redeemed

    (1,289,620     (24,891,173     (2,089,133     (41,293,790     (344,500     (5,145,465     (396,293     (5,949,087)  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net increase (decrease)

    281,266       $5,239,986       (1,526,537     $(30,089,706     (261,640     $(3,948,941     (217,037     $(3,280,165)  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

     Mid Cap Value     Large Cap Value Select  
     October 31, 2023     October 31, 2022     October 31, 2023     October 31, 2022  
     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

  Class Z:

                

  Shares sold

     24,038       $462,371       57,150       $1,177,954                          

  Shares issued in reinvestment of distributions

     34,175       608,992       15,140       308,105                          

  Shares redeemed

     (73,280     (1,402,999     (88,736     (1,765,508                        
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net decrease

     (15,067     $(331,636     (16,446     $(279,449                        
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Small Cap Value     Dividend All Cap Value  
     October 31, 2023     October 31, 2022     October 31, 2023     October 31, 2022  
     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

  Class N:

                

  Shares sold

     764,537       $10,743,123       561,747       $7,864,823       46,461       $442,670       125,545       $1,388,577  

  Shares issued in reinvestment of distributions

     102,870       1,367,145       171,350       2,484,577       484,141       4,635,571       696,500       7,755,566  

  Shares redeemed

     (473,354     (6,575,876     (336,442     (4,782,181     (655,492     (6,218,758     (685,187     (7,832,849
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

     394,053       $5,534,392       396,655       $5,567,219       (124,890     $(1,140,517     136,858       $1,311,294  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class I:

                

  Shares sold

     11,870,466       $172,416,580       12,369,812       $181,304,160       4,314,310       $42,038,542       5,504,938       $60,820,542  

  Shares issued in reinvestment of distributions

     1,896,970       26,121,284       3,784,850       56,659,209       3,845,260       36,735,160       5,979,282       66,508,504  

  Shares redeemed

     (12,026,638     (174,467,625     (13,103,828     (191,877,365     (11,920,574     (113,621,232     (13,105,957     (151,468,515
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

     1,740,798       $24,070,239       3,050,834       $46,086,004       (3,761,004     $(34,847,530     (1,621,737     $(24,139,469
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class Z:

                

  Shares sold

     52,181       $757,394       133,388       $1,956,634       62,411       $597,509       97,425       $1,079,174  

  Shares issued in reinvestment of distributions

     24,902       343,645       38,249       572,964       47,325       451,503       42,101       467,571  

  Shares redeemed

     (19,520     (285,485     (5,997     (89,465     (36,056     (326,540     (23,221     (265,113
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase

     57,563       $815,554       165,640       $2,440,133       73,680       $722,472       116,305       $1,281,632  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Small-Mid Cap Value     International Value Equity  
     October 31, 2023     October 31, 2022     October 31, 2023     October 31, 2022  
     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

  Class N:

                

  Shares sold

     338,659       $3,001,785       215,704       $1,962,918       134,873       $1,305,303       6,816       $64,007  

  Shares issued in reinvestment of distributions

     98,766       829,638       136,634       1,285,724       4,694       41,308       905       8,466  

  Shares redeemed

     (355,139     (3,097,453     (583,472     (5,314,555     (16,911     (161,149     (50,611     (465,849
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

     82,286       $733,970       (231,134     $(2,065,913     122,656       $1,185,462       (42,890     $(393,376
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class I:

                

  Shares sold

     9,330,366       $85,230,959       3,071,053       $28,932,722       90,043       $862,553       47,924       $450,397  

  Shares issued in reinvestment of distributions

     881,405       7,668,227       1,136,001       11,030,565       23,179       211,394       5,357       51,853  

  Shares redeemed

     (6,257,178     (56,859,310     (5,867,377     (55,678,643     (54,307     (516,176     (166,456     (1,563,395
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

     3,954,593       $36,039,876       (1,660,323     $(15,715,356     58,915       $557,771       (113,175     $(1,061,145
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

82


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Notes to Financial Statements (continued)

 

   

    

 

     

 

     Small-Mid Cap Value   International Value Equity
     October 31, 2023   October 31, 2022   October 31, 2023   October 31, 2022
     Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount

  Class Z:

                

  Shares sold

     183,363       $1,632,341       163,072       $1,535,426       21,465       $202,946       46,267       $424,613  

  Shares issued in reinvestment of distributions

         114,008       993,011       130,979       1,271,813       3,915       35,865       474       4,607  

  Shares redeemed

     (675,110     (5,947,365     (173,599     (1,676,203     (3,701     (37,046     (6,708     (65,844
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net increase (decrease)

          (377,739          $(3,322,013            120,452            $1,131,036              21,679            $201,765            40,033              $363,376  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Focused Absolute Value
     October 31, 2023   October 31, 2022
     Shares   Amount   Shares   Amount

  Class N:

        

  Shares sold

     3,416       $41,517       3,037       $38,754  

  Shares issued in reinvestment of distributions

     1,436       16,781       16,196       221,232  

  Shares redeemed

     (37,148     (450,738     (78,016     (1,025,492
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net decrease

     (32,296     $(392,440     (58,783     $(765,506
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Class I:

        

  Shares sold

     629,484       $7,592,330       868,513       $11,393,428  

  Shares issued in reinvestment of distributions

     44,601       520,939       883,850       12,064,555  

  Shares redeemed

     (1,909,131     (22,710,674     (9,282,307     (118,273,825
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net decrease

     (1,235,046     $(14,597,405     (7,529,944     $(94,815,842
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Class Z:

        

  Shares sold

     17,596       $209,361       56,888       $729,942  

  Shares issued in reinvestment of distributions

     2,706       31,583       25,080       342,347  

  Shares redeemed

     (137,875     (1,632,424     (335,109     (4,088,214
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net decrease

     (117,573     $(1,391,480     (253,141     $(3,015,925
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party and bilateral repurchase agreements for temporary cash management purposes and for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Securities Lending 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 their share of the underlying collateral under such joint repurchase agreements and in their share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held 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 Securities Lending Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At October 31, 2023, the market value of Repurchase Agreements outstanding is as follows:

 

     Market Value      

  Mid Cap Value

     $12,825,264      

  Large Cap Value Select

     369,000      

  Small Cap Value

     87,939,000      

  Dividend All Cap Value

     8,032,292      

  Small-Mid Cap Value

     12,796,542      

  International Value Equity

     374,000      

  Focused Absolute Value

     173,000      

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

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

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 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.

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 and recommends, subject to the approval of the Board and, in certain circumstances, shareholders, the Funds’ subadviser and monitors the subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by River Road Asset Management, LLC (“River Road”) who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in River Road.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the fiscal year ended October 31, 2023, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

 

  Mid Cap Value

     0.56%      

  Large Cap Value Select

     0.35%      

  Small Cap Value

     0.80%      

  Dividend All Cap Value

     0.50%1      

  Small-Mid Cap Value

     0.75%      

  International Value Equity

     0.53%      

  Focused Absolute Value

     0.60%      

 

1 

Prior to July 1, 2022, the annual rate was 0.60%.

The fee paid to River Road for its services as subadviser is paid out of the fee the Investment Manager receives from each Fund and does not increase the expenses of each Fund.

The Investment Manager has contractually agreed, through at least March 1, 2024, 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 and in connection with securities sold short), shareholder servicing fees, distribution and service 12b-1 fees, brokerage commissions and other transaction costs, dividends payable with respect to securities sold short,

acquired fund fees and expenses and extraordinary expenses) of the Funds other than Small Cap Value to the below percentages of each such Fund’s average daily net assets (this annual rate or such other annual rate that may be in effect from time to time, the “Expense Cap”), subject to later reimbursement by such Funds in certain circumstances.

 

  Mid Cap Value

     0.76%      

  Large Cap Value Select

     0.60%      

  Small Cap Value

     N/A      

  Dividend All Cap Value

     0.68%1      

  Small-Mid Cap Value

     1.04%      

  International Value Equity

     0.73%      

  Focused Absolute Value

     0.78%      

 

1 

Prior to July 1, 2022, the limitation was 0.78%.

In general, for a period of up to 36 months after the date any amounts are paid, waived or reimbursed by the Investment Manager, the Investment Manager may recover such amounts from a Fund, 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 either (i) the Expense Cap in effect at the time such amounts were paid, waived or reimbursed, or (ii) the Expense Cap in effect at the time of such repayment by the Fund.

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.

For the fiscal year ended October 31, 2023, the Investment Manager’s expense reimbursements, and repayments of prior reimbursements by the Funds to the Investment Manager, if any, are as follows:

 

    

Expense

Reimbursements

  

    Repayment of

        Prior Reimbursements    

  Mid Cap Value

   $79,604   

  Large Cap Value Select

   77,427   

  Dividend All Cap Value

   132,074   

  International Value Equity

   102,768   

  Focused Absolute Value

   89,807   
 

 

 

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At October 31, 2023, the Funds’ expiration of reimbursements subject to recoupment, if any, is as follows:

 

 Expiration
 Period
  Mid Cap Value     Large Cap Value Select     Dividend All Cap Value  

 Less than 1 year

    $219,148       $58,404       $97,897  

 1-2 years

    27,037       46,891       117,693  

 2-3 years

    79,604       77,427       132,074  
 

 

 

   

 

 

   

 

 

 

 Total

    $325,789       $182,722       $347,664  
 

 

 

   

 

 

   

 

 

 

 

 Expiration

 Period

  International Value Equity     Focused Absolute Value  

 Less than 1 year

    $79,873       $98,605  

 1-2 years

    86,935       98,288  

 2-3 years

    102,768       89,807  
 

 

 

   

 

 

 

 Total

    $269,576       $286,700  
 

 

 

   

 

 

 

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 certain aspects of managing the Funds’ operations, including administration and shareholder services to each Fund. 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.

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 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. For all Funds, except Large Cap Value Select, the Plan is characterized as a reimbursement plan and is directly tied to expenses incurred by the Distributor; the payments the Distributor receives during any year may not exceed its actual expenses.

The impact on the annualized expense ratios for the fiscal year ended October 31, 2023, was as follows:

 

 Fund    Actual Amount Incurred         

 Mid Cap Value

    

 Class N

     0.25%    

 Large Cap Value Select

    

 Class N

     0.25%    

 Small Cap Value

    

 Class N

     0.25%    

 Dividend All Cap Value

    

 Class N

     0.25%    

 Small-Mid Cap Value

    

 Class N

     0.24%    

 International Value Equity

    

 Class N

     0.22%    

 Focused Absolute Value

    

 Class N

     0.24%          

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 financial intermediaries, such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder record keeping, 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 fiscal year ended October 31, 2023, was as follows:

 

 Fund   

Maximum Annual

Amount

Approved

          

Actual

Amount

Incurred

        

 Mid Cap Value

         

 Class N

     0.10%                       0.10%    

 Class I

     0.05%          0.05%    

 Large Cap Value Select

         

 Class N

     0.10%          0.10%    

 Class I

     0.05%          0.03%    

 Small Cap Value

         

 Class N

     0.15%          0.10%    

 Class I

     0.15%          0.09%    

 Dividend All Cap Value

         

 Class N

     0.04%          0.04%    

 Class I

     0.04%                0.04%          
 

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

 Fund   

Maximum Annual

Amount

Approved

          

Actual

Amount

Incurred

        

 Small-Mid Cap Value

                             

 Class N

     0.15%          0.06%    

 Class I

     0.15%          0.05%    

 International Value Equity

         

 Class N

     0.05%          0.05%    

 Class I

     0.05%          0.05%    

 Focused Absolute Value

         

 Class N

     0.15%          0.04%    

 Class I

     0.15%                0.04%          

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 the 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. On October 10, 2023, the shareholders of the Trusts elected Trustees, including two new Trustees who are not “interested persons” of the Funds within the meaning of the 1940 Act. 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 eligible funds in the AMG Funds Family 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. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and interest expense, respectively. Mid Cap Value, Large Cap Value Select and International Value Equity are eligible to fully participate in the interfund lending program. Prior to October 10, 2023, Focused Absolute Value was only eligible to participate as a lending fund in the interfund lending program, while Small Cap Value, Dividend All Cap Value and Small-Mid Cap Value were not eligible to participate in the interfund lending program. On October 10, 2023, the shareholders of Focused Absolute Value, Dividend All Cap Value, and Small Cap Value approved changes that allowed such Funds to fully participate in the interfund lending program; on October 31, 2023, the shareholders of Small-Mid Cap Value approved changes that allowed such Fund to fully participate in the interfund lending program. Each Fund may participate as a borrowing and lending fund. At October 31, 2023, the Funds had no interfund loans outstanding.

The following Funds utilized the interfund loan program during the fiscal year ended October 31, 2023 as follows:

 

 Fund   

Average

Lent

    

Number

of Days

    

Interest

Earned

    

Average

Interest Rate

       

 Mid Cap Value

     $1,827,637        5        $1,179        4.710%           

 Large Cap Value Select

     707,027        1        108        5.585%    

 International Value Equity

     104,350        7        94        4.700%    

 

 Fund   

Average

Borrowed

    

Number

of Days

    

Interest

Paid

    

Average

Interest Rate

       

 Mid Cap Value

     $1,091,438        1        $141        4.700%           

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the fiscal year ended October 31, 2023, were as follows:

 

     Long Term Securities  
 Fund    Purchases      Sales  

 Mid Cap Value

     $233,868,403        $259,928,047       

 Large Cap Value Select

     25,280,433        30,271,738       

 Small Cap Value

     199,047,403        230,756,318       

 Dividend All Cap Value

     72,238,300        133,115,979       

 Small-Mid Cap Value

     97,027,909        76,006,890       

 International Value Equity

     7,099,520        5,377,780       

 Focused Absolute Value

     35,118,464        50,602,321       

The Funds had no purchases or sales of U.S. Government Obligations during the fiscal year ended October 31, 2023.

4. PORTFOLIO SECURITIES LOANED

The Funds participate in the Securities Lending Program providing for the lending of securities to qualified borrowers. 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 Securities Lending Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash, U.S. Treasury Obligations or U.S. Government Agency Obligations. Collateral 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 Securities Lending Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in separate omnibus accounts managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements for that cash collateral. Securities collateral is held in separate omnibus accounts managed by

 

 

 

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BNYM and cannot be sold or pledged. 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. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities as soon as practical, which is normally within three business days.

The value of securities loaned on positions held, cash collateral and securities collateral received at October 31, 2023, was as follows:

 

 Fund   

Securities

Loaned

    

Cash

Collateral

Received

    

Securities

Collateral

Received

    

Total

Collateral
Received

 

 Mid Cap Value

   $ 10,357,118      $ 4,482,264      $ 6,218,750      $ 10,701,014    

 Small Cap Value

     5,495,569        3,606,000        2,084,250        5,690,250    

 Dividend All Cap Value

     13,391,166        5,677,292        7,933,167        13,610,459    

 Small-Mid Cap Value

     7,235,210        3,159,542        4,231,172        7,390,714    

 Focused Absolute Value

     904,480               917,879        917,879    

The following table summarizes the securities received as collateral for securities lending at October 31, 2023:

 

 Fund  

Collateral

Type

 

Coupon

Range

 

Maturity

Date Range

 Mid Cap Value

  U.S.
Treasury
Obligations
  0.000%-7.500%   11/07/23-08/15/53 
 Small Cap Value   U.S.
Treasury
Obligations
  0.125%-5.419%   01/15/24-08/15/53 

 Dividend All Cap Value

  U.S.
Treasury
Obligations
  0.125%-5.367%   01/15/24-02/15/53  

 Small-Mid Cap Value

  U.S.
Treasury
Obligations
  0.125%-5.367%   01/15/24-02/15/53 

 Focused Absolute Value

  U.S.
Treasury
Obligations
  0.125%-5.367%   01/15/24-02/15/53 

5. FOREIGN SECURITIES

Certain Funds may invest in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities, 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 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 the Fund would pay such foreign taxes at the appropriate rate for each jurisdiction.

6. COMMITMENTS AND CONTINGENCIES

Under the Trusts’ 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.

7. CREDIT AGREEMENT

Effective July 6, 2010 and last amended on July 19, 2023, certain Funds in AMG Funds II, AMG Funds III, and AMG Funds IV (the “Participating Trusts”) entered into a Credit Agreement with BNYM (the “Credit Agreement”) which provides Small Cap Value, Dividend All Cap Value, Small-Mid Cap Value, Focused Absolute Value, and certain other funds in AMG Funds II and AMG Funds III (the “Participating Funds”) with a revolving line of credit of up to $50 million. The Credit Agreement runs for 364-day terms and can be renewed at the mutual agreement of the Participating Trusts and BNYM. The facility is shared by the Participating Funds, and is available for temporary, emergency purposes including liquidity needs in meeting redemptions. The interest rate on outstanding Alternate Base Rate Loans is equal to the greater of the Prime Rate plus 1.25%, or 0.50% plus the Federal Funds Effective Rate plus 1.25%. The interest rate on outstanding Overnight Loans is equal to the greater of the Federal Funds Effective Rate plus 1.25%, or the Adjusted Daily Simple SOFR plus 1.25%. The Adjusted Daily Simple SOFR is the sum of Daily Simple SOFR plus 0.10% plus a floor rate of 0.00%. The Participating Trusts pay a commitment fee on the unutilized commitment amount of 0.175% per annum, which is allocated to the Participating Funds based on average daily net assets and included in miscellaneous expense on the Statement of Operations. Interest incurred on loans utilized is included in the Statement of Operations as interest expense. At October 31, 2023, the Funds had no loans outstanding.

The following Funds utilized the line of credit during the fiscal year ended October 31, 2023:

 

 Fund   

Weighted

Average

Borrowed

   

Number

of Days

   

Interest

Paid

   

Average

Interest Rate

 

 Dividend All Cap Value

   $ 15,925,240       10     $ 27,722       6.267

 Focused Absolute Value

     1,600,428       6       1,615       6.054

 

 

 

8. 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.

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

         Gross Amount Not Offset in the            
         Statement of Assets and Liabilities            
 Fund   

Gross Amounts of

Assets Presented in

the Statement of
Assets and Liabilities

 

        Offset        

        Amount        

    

Net

Asset

            Balance            

 

            Collateral             

Received

 

Net    

Amount    

 
           

 Mid Cap Value

           

 Bank of America Securities, Inc.

     $1,120,566              $1,120,566       $1,120,566        

 Deutsche Bank Securities, Inc.

     1,120,566              1,120,566       1,120,566        

 Industrial and Commercial Bank of China Financial Services LLC

     1,120,566              1,120,566       1,120,566        

 RBC Capital Markets LLC

     1,120,566              1,120,566       1,120,566        

 Fixed Income Clearing Corp.

     4,784,000              4,784,000       4,784,000        

 Fixed Income Clearing Corp.

     3,559,000              3,559,000       3,559,000        
  

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 Total

     $12,825,264              $12,825,264       $12,825,264        
  

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 Large Cap Value Select

           

 Fixed Income Clearing Corp.

     $369,000              $369,000       $369,000        

 Small Cap Value

           

 Bank of America Securities, Inc.

     $1,000,000              $1,000,000       $1,000,000        

 Citigroup Global Markets, Inc.

     1,000,000              1,000,000       1,000,000        

 Industrial and Commercial Bank of China Financial Services LLC

     1,000,000              1,000,000       1,000,000        

 RBC Capital Markets LLC

     606,000              606,000       606,000        

 Fixed Income Clearing Corp.

     84,333,000              84,333,000       84,333,000        
  

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 Total

     $87,939,000                    $87,939,000             $87,939,000          
  

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 Dividend All Cap Value

           

 Bank of America Securities, Inc.

     $1,419,323              $1,419,323       $1,419,323        

 Citadel Securities LLC

     1,419,323              1,419,323       1,419,323        

 Citigroup Global Markets, Inc.

     1,419,323              1,419,323       1,419,323        

 Industrial and Commercial Bank of China Financial Services LLC

     1,419,323              1,419,323       1,419,323        

 Fixed Income Clearing Corp.

     1,928,000              1,928,000       1,928,000        

 Fixed Income Clearing Corp.

     427,000              427,000       427,000        
  

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 Total

     $8,032,292              $8,032,292       $8,032,292        
  

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 Small-Mid Cap Value

           

 Bank of America Securities, Inc.

     $159,542              $159,542       $159,542        

 Citadel Securities LLC

     1,000,000              1,000,000       1,000,000        

 Citigroup Global Markets, Inc.

     1,000,000              1,000,000       1,000,000        

 Industrial and Commercial Bank of China Financial Services LLC

     1,000,000              1,000,000       1,000,000        

 Fixed Income Clearing Corp.

     9,637,000              9,637,000       9,637,000        
  

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 Total

     $12,796,542              $12,796,542       $12,796,542        
  

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

          Gross Amount Not Offset in the          
          Statement of Assets and Liabilities          
 Fund   

        Gross Amounts of        

        Assets Presented in        

        the Statement of        

        Assets and Liabilities        

  

        Offset        

        Amount        

  

Net

Asset

        Balance        

  

        Collateral        

Received

  

Net        

Amount        

 International Value Equity

              

 Fixed Income Clearing Corp.

   $374,000       $374,000      $374,000        —      

 Focused Absolute Value

              

 Fixed Income Clearing Corp.

   $173,000       $173,000      $173,000        —      

 

9. 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, except that, on December 7, 2023, the Board approved a plan to liquidate and terminate International Value Equity; the liquidation is expected to occur on or about February 9, 2024 (the “Liquidation Date”). Additionally, effective December 11, 2023,

International Value Equity discontinued accruing 12b-1 distribution fees through the Liquidation Date and effective December 18, 2023, and through the Liquidation Date, the Investment Manager waived its management fee and waived the right to recoup any prior reimbursed expenses under International Value Equity’s Expense Limitation Agreement. Also, the Credit Agreement will be terminated on or about December 31, 2023.

 

 

 

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Report of Independent Registered Public Accounting Firm

 

   

    

 

     

 

To the Board of Trustees of AMG Funds I and AMG Funds IV and Shareholders of AMG River Road Large Cap Value Select Fund, AMG River Road Mid Cap Value Fund, AMG River Road Small Cap Value Fund, AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, AMG River Road International Value Equity Fund and AMG River Road Focused Absolute Value Fund

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments of AMG River Road Large Cap Value Select Fund (one of the funds constituting AMG Funds I), AMG River Road Mid Cap Value Fund, AMG River Road Small Cap Value Fund, AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, AMG River Road International Value Equity Fund, and AMG River Road Focused Absolute Value Fund (six of the funds constituting AMG Funds IV) (hereafter collectively referred to as the “Funds”) as of October 31, 2023, the related statements of operations for the year ended October 31, 2023, the statements of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2023, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended October 31, 2023 and each of the financial highlights for each of the five years in the period ended October 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2023

We have served as the auditor of one or more investment companies in the AMG Funds Family since 1993.

 

 

 

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Other Information (unaudited)

 

   

    

 

     

 

 

TAX INFORMATION

AMG River Road Mid Cap Value Fund, AMG River Road Large Cap Value Select Fund, AMG River Road Small Cap Value Fund, AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, AMG River Road International Value Equity Fund and AMG River Road Focused Absolute Value Fund each hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2022/2023 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

In accordance with federal tax law, the following Fund elects to provide foreign taxes paid and the income sourced from foreign countries. Accordingly, the Fund hereby makes the following designations regarding its taxable period ended October 31, 2023:

AMG River Road International Value Equity Fund

The total amount of taxes paid and income sourced from foreign countries was $28,010 and $308,982, respectively.

Pursuant to section 852 of the Internal Revenue Code, the Funds each hereby designate as a capital gain distribution with respect to the taxable period ended October 31, 2023, or if subsequently determined to be different, the net capital gains of such period as follows:

 

 Fund    Amount  

 Mid Cap Value

         $6,859,292   

 Large Cap Value Select

       0   

 Small Cap Value

         33,831,350   

 Dividend All Cap Value

         37,111,738   
 Fund    Amount  

 Small-Mid Cap Value

         $11,820,148   

 International Value Equity

       0   

 Focused Absolute Value

         502,734   
 

 

 

PROXY VOTE

A special meeting of the shareholders of AMG Funds I and AMG Funds IV (collectively the “Trusts”) was held on October 10, 2023, to vote on proposals to elect trustees to the Boards of Trustees of the Trusts and to amend certain fundamental restrictions of AMG River Road Dividend All Cap Value Fund, AMG River Road Focused Absolute Value Fund, AMG River Road Small-Mid Cap Value Fund, and AMG River Road Small Cap Value Fund. With respect to the proposal to amend certain fundamental restrictions of AMG River Road Small-Mid Cap Value Fund, the meeting was adjourned to October 31, 2023. Jill R. Cuniff, Kurt A. Keilhacker, Peter W. MacEwen, Steven J. Paggioli, Eric Rakowski, Victoria L. Sassine and Garret W. Weston were elected by shareholders at the special meeting on October 10, 2023. Bruce B. Bingham, an incumbent Trustee, will continue to serve as a Trustee of the Trusts until his retirement on December 31, 2023. The proposals and results of the votes are described below.

 

 AMG Funds I

 

All Funds in Trust*

 

 Election of Trustees 1

       For        Withheld    

  Jill R. Cuniff

         20,441,009        1,294,070    

  Kurt A. Keilhacker

       20,299,049        1,436,030    

  Peter W. MacEwen

       20,123,172        1,611,908    

  Steven J. Paggioli

       20,290,868        1,444,211    

  Eric Rakowski

       20,424,987        1,310,092    

  Victoria L. Sassine

       20,650,180        1,084,900    

  Garret W. Weston

       20,348,384        1,386,695    

 

 

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Other Information

 

   

    

 

     

 

 

 

 AMG Funds IV    All Funds in Trust*  
 Election of Trustees1    For        Withheld    

  Jill R. Cuniff

     123,476,732          9,260,973      

  Kurt A. Keilhacker

     131,677,070          1,060,634  

  Peter W. MacEwen

     123,401,874          9,335,830  

  Steven J. Paggioli

     130,832,753          1,904,951  

  Eric Rakowski

     130,620,379          2,117,325  

  Victoria L. Sassine

     131,755,717          981,987  

  Garret W. Weston

     131,970,391          767,313  

 

     AMG River Road Small Cap Value Fund*  
 To approve the amendment of the Fund’s fundamental investment restrictions    For      Against    Abstain     

Broker

Non-Vote

  Borrowing and Issuing Senior Securities

     31,417,304      4,559,008      113,757        14,126,301      

  Lending

     31,412,141      4,559,296      118,632        14,126,301  
         AMG River Road Dividend All Cap Value Fund*  
 To approve the amendment of the Fund’s fundamental investment restrictions    For      Against    Abstain      Broker
Non-Vote

  Borrowing and Issuing Senior Securities

     17,862,604      29,793      29,917        6,569,533  

  Lending

     17,863,653      29,793      28,868        6,569,533  
     AMG River Road Small-Mid Cap Value Fund*  
 To approve the amendment of the Fund’s fundamental investment restrictions    For      Against    Abstain      Broker
Non-Vote

  Borrowing and Issuing Senior Securities

     12,029,742      69,080      42,494        5,469,166  

  Lending

     12,029,742      84,214      27,360        5,469,166  
         AMG River Road Focused Absolute Value Fund*  
 To approve the amendment of the Fund’s fundamental investment restrictions    For      Against    Abstain      Broker
Non-Vote

  Borrowing

     2,283,269      1,417             807,120  

1 Ms. Cuniff and Mr. MacEwen were newly elected to the Boards of Trustees on October 10, 2023; Messrs. Keilhacker, Paggioli, Rakowski, and Weston and Ms. Sassine are incumbent Trustees.

*Rounded to the nearest share.

 

 

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AMG Funds

Trustees and Officers

 

   

    

 

     

 

The Trustees and Officers of the Trusts, their business addresses, principal occupations for the past five years and ages are listed below. The Trustees provide broad supervision over the affairs of the Trusts and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and     

review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trusts: 680 Washington Blvd., Suite 500, Stamford, CT. 06901.

 

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trusts’ organizational documents and policies adopted by the Board from time to time.

    

The Chairman of the Board, the President, the Treasurer and the Secretary and such other Officers as the Trustees may in their discretion from time to time elect each hold office until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each Officer holds office at the pleasure of the Trustees.

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:

   

  Number of Funds Overseen in

      Fund Complex

  Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
 

• Trustee since 2012 - AMG
Funds I

• Trustee since 2014 - AMG
Funds IV

• Oversees 41 Funds in Fund Complex

 

Bruce B. Bingham, 75*

Partner, Hamilton Partners (real estate development firm) (1987-Present); Director of The Yacktman Funds, Inc. (2 portfolios) (2000-2012).

 

• Trustee since 2023 - AMG
Funds I, AMG Funds IV

• Oversees 41 Funds in Fund Complex

 

Jill R. Cuniff, 59**

Director of Harding, Loevner Funds, Inc. (12 portfolios) (2018-Present); Retired (2016-Present); President & Portfolio Manager, Edge Asset Management (2009-2016); President & Chief Investment Officer, Morley Financial Services (2001-2009); President, Union Bond & Trust Company (2001-2009).

 

• Trustee since 2013 - AMG
Funds I

• Trustee since 2014 - AMG
Funds IV

• Chairman of the Audit Committee since 2021 - AMG
Funds I

• Chairman of the Audit Committee since 2020 - AMG
Funds IV

• Oversees 43 Funds in Fund Complex

 

Kurt A. Keilhacker, 60

Managing Partner, Elementum Ventures (2013-Present); Managing Partner, TechFund Europe (2000-Present); Managing Partner, TechFund Capital (1997-Present); Adjunct Professor, University of San Francisco (2022-Present); Trustee, Wheaton College (2018-Present); Director, Wheaton College Trust Company, N.A. (2018-Present).

 

• Trustee since 2023 - AMG
Funds I, AMG Funds IV

• Oversees 41 Funds in Fund Complex

 

Peter W. MacEwen, 59**

Private investor (2019-Present); Affiliated Managers Group, Inc. (2003-2018): Chief Administrative Officer, Office of the CEO (2013-2018); Senior Vice President, Finance (2007-2013); Vice President, Finance (2003-2007).

 

• Trustee since 2000 - AMG
Funds I

• Trustee since 2010 - AMG
Funds IV

• Oversees 41 Funds in Fund Complex

 

Steven J. Paggioli, 73

Independent Consultant (2002-Present); Trustee, Professionally Managed Portfolios (28 portfolios); Independent Director, Muzinich BDC, Inc. (business development company) (2019-Present); Director, The Wadsworth Group; Independent Director, Chase Investment Counsel (2008–2019); Executive Vice President, Secretary and Director, Investment Company Administration, LLC and First Fund Distributors, INC. (1990-2001).

 

 

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AMG Funds

Trustees and Officers (continued)

 

   

    

 

     

 

 

• Independent Chairman of the Board of Trustees since 2017

• Chairman of the Governance Committee since 2017

• Trustee since 2000- AMG Funds I

• Trustee since 2010 - AMG Funds IV

• Oversees 43 Funds in Fund Complex

 

 

 

Eric Rakowski, 65

Professor of Law, University of California at Berkeley School of Law (1990-Present); Tax Attorney at Davis Polk & Wardwell and clerked for Judge Harry T. Edwards of the U.S. Court of Appeals for the District of Columbia Circuit and for Justice William J. Brennan Jr. of the U.S. Supreme Court; Trustee of Parnassus Funds (4 portfolios) (2021-Present); Trustee of Parnassus Income Funds (2 portfolios) (2021-Present); Director of Harding, Loevner Funds, Inc. (10 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

 

• Trustee since 2013 - AMG Funds I

• Trustee since 2014 - AMG Funds IV

• Oversees 43 Funds in Fund Complex

 

 

 

Victoria L. Sassine, 58

Adjunct Professor, Babson College (2007–Present); Director, Board of Directors, PRG Group (2017-Present); CEO, Founder, Scale Smarter Partners, LLC (2018-Present); Adviser, EVOFEM Biosciences (2019-Present); Chairperson of the Board of Directors of Business Management Associates (2018-2019).

*Mr. Bingham will retire from the Boards of Trustees of the Trusts on December 31, 2023.

**Ms. Cuniff and Mr. MacEwen were elected to the Boards of Trustees by the shareholders of the Trusts on October 10, 2023.

Interested Trustee

The Trustee in the following table is an “interested person” of the Trusts within the meaning of the 1940 Act.

 

Number of Funds Overseen

in Fund Complex

 

 

Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

 

• Trustee since 2021 - AMG Funds I, AMG Funds IV

• Oversees 43 Funds in Fund Complex

 

Garret W. Weston, 42

Affiliated Managers Group, Inc. (2008-Present): Managing Director, Head of Affiliate Product Strategy and Development (2023-Present), Managing Director, Co-Head of Affiliate Engagement, Distribution (2021-2022), Senior Vice President, Office of the CEO (2019-2021), Senior Vice President, Affiliate Development (2016-2019), Vice President, Office of the CEO (2015-2016), Vice President, New Investments (2008-2015); Associate, Madison Dearborn Partners (2006-2008); Analyst, Merrill Lynch (2004-2006).

 

Officers

 

Position(s) Held with Fund and Length of Time Served

 

 

Name, Age, Principal Occupation(s) During Past 5 Years

 

 

• President since 2018

• Principal Executive Officer since 2018

• Chief Executive Officer since 2018

• Chief Operating Officer since 2007 (2016 for AMG Funds IV)

 

Keitha L. Kinne, 65

Managing Director, Head of Platform and Operations, AMG Funds LLC (2023-Present); Chief Operating Officer, AMG Funds LLC (2007-Present); Chief Investment Officer, AMG Funds LLC (2008-Present); President and Principal, AMG Distributors, Inc. (2018-Present); Chief Operating Officer, AMG Distributors, Inc. (2007-Present); President, Chief Executive Officer and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2018-Present); Chief Operating Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2007-Present); Chief Operating Officer, AMG Funds IV (2016-Present); Chief Operating Officer and Chief Investment Officer, Aston Asset Management, LLC (2016); President and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2012-2014); Managing Partner, AMG Funds LLC (2007-2014); President and Principal, AMG Distributors, Inc. (2012-2014); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

 

 

• Secretary since 2015

• Chief Legal Officer since 2015

 

Mark J. Duggan, 58

Managing Director and Senior Counsel, AMG Funds LLC (2021-Present); Senior Vice President and Senior Counsel, AMG Funds LLC (2015-2021); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2015-Present); Attorney, K&L Gates, LLP (2009-2015).

 

 

• Chief Financial Officer since 2017

• Treasurer since 2017

• Principal Financial Officer since 2017

• Principal Accounting Officer since 2017

 

 

Thomas G. Disbrow, 57

Vice President, Mutual Fund Treasurer & CFO, AMG Funds, AMG Funds LLC (2017-Present); Chief Financial Officer, Principal Financial Officer, Treasurer and Principal Accounting Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Managing Director - Global Head of Traditional Funds Product Control, UBS Asset Management (Americas), Inc. (2015-2017); Managing Director - Head of North American Funds Treasury, UBS Asset Management (Americas), Inc. (2011-2015).

 

 

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AMG Funds

Trustees and Officers (continued)

 

   

    

 

     

 

 

Position(s) Held with Fund and Length of Time Served

 

 

Name, Age, Principal Occupation(s) During Past 5 Years

 

 

• Deputy Treasurer since 2017

 

John A. Starace, 53

Vice President, Mutual Fund Accounting, AMG Funds LLC (2021-Present); Director, Mutual Fund Accounting, AMG Funds LLC (2017-2021); Vice President, Deputy Treasurer of Mutual Funds Services, AMG Funds LLC (2014-2017); Deputy Treasurer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Vice President, Citi Hedge Fund Services (2010-2014); Audit Senior Manager (2005-2010) and Audit Manager (2001-2005), Deloitte & Touche LLP.

 

• Chief Compliance Officer and Sarbanes-Oxley Code of Ethics Compliance Officer since 2019

• Anti-Money Laundering Compliance Officer
since 2022

 

Patrick J. Spellman, 49

Vice President, Chief Compliance Officer, AMG Funds LLC (2017-Present); Chief Compliance Officer, AMG Distributors, Inc. (2010-Present); Chief Compliance Officer and Sarbanes-Oxley Code of Ethics Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2019-Present); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2014-2019; 2022-Present); Anti-Money Laundering Compliance Officer, AMG Funds IV (2016-2019; 2022-Present); Senior Vice President, Chief Compliance Officer, AMG Funds LLC (2011-2017); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011).

 

• Assistant Secretary
since 2016

 

Maureen M. Kerrigan, 38

Vice President, Senior Counsel, AMG Funds LLC (2021-Present); Vice President, Counsel, AMG Funds LLC (2019-2021); Director, Counsel, AMG Funds LLC (2017-2018); Vice President, Counsel, AMG Funds LLC (2015-2017); Assistant Secretary, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2016-Present); Associate, Ropes & Gray LLP (2011-2015); Law Fellow, Massachusetts Appleseed Center for Law and Justice (2010-2011).

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements

 

   

    

 

      

 

AMG River Road Dividend All Cap Value Fund, AMG River Road Focused Absolute Value Fund, AMG River Road International Value Equity Fund, AMG River Road Large Cap Value Select Fund, AMG River Road Mid Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, and AMG River Road Small Cap Value Fund: Approval of Investment Management and Subadvisory Agreements on June 21, 2023

 

At an in-person meeting held on June 21, 2023, the Board of Trustees (the “Board” or the “Trustees”) of each of AMG Funds I and AMG Funds IV (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 Fund 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 AMG Funds I for AMG River Road Large Cap Value Select Fund and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016; and the Investment Advisory Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with the Investment Manager and AMG Funds IV for each of AMG River Road Dividend All Cap Value Fund, AMG River Road Focused Absolute Value Fund, AMG River Road International Value Equity Fund, AMG River Road Mid Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, and AMG River Road Small Cap Value Fund, and separately Amendment No. 1 thereto dated October 1, 2016 (collectively, the “Investment Management Agreements”); and (ii) the Sub-Investment Advisory Agreements (or, in the case of AMG River Road Large Cap Value Select Fund and AMG River Road Mid Cap Value Fund, the Subadvisory Agreements), as amended at any time prior to the date of the meeting (collectively, the “Subadvisory Agreements”), with the Subadviser for each of AMG River Road Dividend All Cap Value Fund, AMG River Road Focused Absolute Value Fund, AMG River Road International Value Equity Fund, AMG River Road Large Cap Value Select Fund, AMG River Road Mid Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, and AMG River Road Small Cap Value Fund (each, a “Fund,” and collectively, the “Funds”). 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 Agreements and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadviser, including

      

the nature, extent and quality of services, 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”), other relevant matters, and other information provided to them on a periodic basis throughout the year. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreements 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 provided by the Investment Manager at the June 21, 2023 and prior meetings relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, information about 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 Agreements 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, telephonic or videoconference 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, including performing appropriate due diligence, and developing and presenting 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 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 each Fund other than AMG River Road Small Cap Value Fund, as described below. The Trustees also considered the Investment Manager’s risk management processes.

 

The Trustees also reviewed information relating to the Subadviser’s operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

   

    

 

      

 

Fund. Among other things, the Trustees reviewed 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 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

 

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

 

With respect to AMG River Road Dividend All Cap Value 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, 2023 was below the median performance of the Peer Group and above, below, below, and below, respectively, the performance of the Fund Benchmark, the Russell 3000 Value Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s

      

recent outperformance relative to the Fund Benchmark and the Fund’s longer-term underperformance. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG River Road Focused Absolute Value 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 one of the earliest inception dates and 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, 2023 and for the period from the Fund’s inception on November 3, 2015 through March 31, 2023 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the Russell 3000 Value Index. The Trustees also took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance and the impact of the Fund’s recent underperformance on its longer-term performance rankings. The Trustees also took into account actions being taken to address such underperformance. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG River Road International Value Equity 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, 2023 was above, below, above, and above, respectively, the median performance of the Peer Group and above, below, above, and above, respectively, the performance of the Fund Benchmark, the MSCI EAFE Index. The Trustees also took into account management’s discussion of the Fund’s performance, noting that the Fund ranked in the top decile relative to the Peer Group for the 5-year period and in the top quintile relative to the Peer Group for the 1-year period, and that Class N shares of the Fund ranked in the top quintile relative to the Peer Group for the 10-year period. The Trustees also took into account the fact that the Fund’s investment strategy and Fund Benchmark changed effective August 16, 2021, and that the performance information prior to that date reflected that of the Fund’s prior investment strategy. The Trustees considered management’s discussion that the Fund’s performance has been in line with

      

management’s expectations since the current Subadviser assumed subadvisory responsibilities. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

With respect to AMG River Road Large Cap Value Select 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, 2023 was above, below, below, and below, respectively, the median performance of the Peer Group and above, below, below, and below, respectively, the performance of the Fund Benchmark, the Russell 1000 Value Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent outperformance and longer-term underperformance and the fact that Class I shares of the Fund ranked in the top quintile relative to the Peer Group for the 1-year period. The Trustees also took into account the fact that the Fund’s subadviser, investment strategy, and Fund Benchmark changed effective March 22, 2021, and that the performance information prior to that date reflected that of the Fund’s prior subadviser and investment strategy. The Trustees considered management’s discussion that the Fund’s performance has been in line with management’s expectations since the current Subadviser assumed subadvisory responsibilities. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG River Road Mid Cap Value 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 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, 2023 was above, above, below, and below, respectively, the median performance of the Peer Group and above, above, below, and below, respectively, the performance of the Fund Benchmark, the Russell Midcap Value Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent outperformance relative to the Peer Group and the Fund Benchmark and the Fund’s longer-term underperformance. The Trustees also noted that the Fund ranked in the top decile relative to the Peer Group for the 1-year period.

 

 

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The Trustees also took into account the fact that the Fund’s subadviser, investment strategy, and Fund Benchmark changed effective March 19, 2021, and that the performance information prior to that date reflected that of the Fund’s prior subadviser and investment strategy. The Trustees considered management’s discussion that the Fund’s performance has been in line with management’s expectations since the current Subadviser assumed subadvisory responsibilities. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG River Road Small-Mid Cap Value 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, 2023 was above, below, above, and above, respectively, the median performance of the Peer Group and above, below, above, and above, respectively, the performance of the Fund Benchmark, the Russell 2500 Value Index. The Trustees also took into account management’s discussion of the Fund’s performance, noting that Class N shares of the Fund ranked in the top quartile relative to its Peer Group for the 1-year, 5-year and 10-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

With respect to AMG River Road Small Cap Value 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, 2023 was above, below, above, and above, respectively, the median performance of the Peer Group and above, below, above, and above, respectively, the performance of the Fund Benchmark, the Russell 2000 Value Index. The Trustees also took into account management’s discussion of the Fund’s performance, including the fact that Class N shares of the Fund ranked in the top quintile relative to its Peer Group for the 1-year period and in the top quartile 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.

 

ADVISORY AND SUBADVISORY FEES; FUND EXPENSES; PROFITABILITY; AND ECONOMIES OF SCALE

 

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment

      

Manager at the June 21, 2023 and prior meetings 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 significant risks undertaken as Investment Manager and sponsor of the Funds, including investment, operational, enterprise, entrepreneurial, litigation, regulatory and compliance risks; and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the changes to the management fee, subadvisory fee and expense cap that took effect during the past year for AMG River Road Dividend All Cap Value Fund. 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 payments are made from the Subadviser to the Investment Manager, and other payments are 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 each Fund, the Trustees noted the undertaking by the Investment Manager to maintain contractual expense limitations for each Fund other than AMG River Road Small Cap Value Fund. The Board also took into account management’s discussion of the advisory fee structure, and 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 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 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 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 River Road Dividend All Cap Value Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were both rated in the Average rating level of the Fund’s Peer Group. The Trustees noted that the rating level corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account that, among other changes, effective July 1, 2022, the Investment Manager has contractually agreed, through March 1, 2024, to lower the Fund’s contractual expense limitation from 0.78% to 0.68% of the Fund’s net annual operating expenses (subject to certain excluded expenses). The Trustees also took into account the fact that, effective July 1, 2022, the Fund’s management fee rate was reduced. 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

 

 

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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.

 

With respect to AMG River Road Focused Absolute Value Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were both rated in the Average rating level of Fund’s Peer Group. The Trustees noted that the rating level corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.78%. 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 River Road International Value Equity Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were both rated in the Below Average rating level of the Fund’s Peer Group. The Trustees noted that the rating level corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.73%. 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 River Road Large Cap Value Select Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of

      

Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were both rated in the Below Average rating level of the Fund’s Peer Group. The Trustees noted that the rating level corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.60%. 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 River Road Mid Cap Value Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were both rated in the Average rating level of the Fund’s Peer Group. The Trustees noted that the rating level corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.76%. 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 River Road Small-Mid Cap Value Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were both rated in the Above Average rating level of the Fund’s Peer Group. The Trustees noted that the rating level corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net

      

annual operating expenses (subject to certain excluded expenses) to 1.04%. The Trustees also took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds and 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 (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 River Road Small Cap Value Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were rated in the Above Average and the High rating level, respectively, of the Fund’s Peer Group. The Trustees noted that the rating levels corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds and 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 (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.

 

*  *  *  *  *

 

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management Agreements and Subadvisory Agreements: (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 Agreements and each Subadvisory Agreement and (b) 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

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

   

    

 

      

 

each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 21, 2023, the Trustees, and separately a majority of the Independent Trustees,        voted to approve the Investment Management Agreement and the Subadvisory Agreement for each Fund.            

 

 

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LOGO

 

    

 

 

INVESTMENT MANAGER AND

ADMINISTRATOR

AMG Funds LLC

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

DISTRIBUTOR

AMG Distributors, Inc.

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

SUBADVISER

River Road Asset Management, LLC

Meidinger Tower

462 South Fourth Street, Suite 2000

Louisville, KY 40202

    

CUSTODIAN

The Bank of New York Mellon

Mutual Funds Custody

6023 Airport Road

Oriskany, NY 13424

 

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

AMG Funds

Attn: 534426 AIM 154-0520

500 Ross Street

Pittsburgh, PA 15262

800.548.4539

    

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 800.548.4539. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

 

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

 

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.548.4539 or visit the SEC website at sec.gov.

 

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Funds’ portfolio holdings on Form N-PORT are available on the SEC’s website at sec.gov and the Funds’ website at wealth.amg.com. To review a complete list of the Funds’ portfolio holdings, or to view the most recent semi-annual report or annual report, please visit wealth.amg.com.

 

 

 

 

 

 

 

 

wealth.amg.com      


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LOGO

 

    

 

BALANCED FUNDS

AMG GW&K Global Allocation

GW&K Investment Management, LLC

 

EQUITY FUNDS

AMG Beutel Goodman International Equity

Beutel, Goodman & Company Ltd.

 

AMG Boston Common Global Impact

Boston Common Asset Management, LLC

 

AMG Frontier Small Cap Growth

Frontier Capital Management Co., LLC

 

AMG GW&K Small Cap Core

AMG GW&K Small Cap Value

AMG GW&K Small/Mid Cap Core

AMG GW&K Small/Mid Cap Growth

AMG GW&K Emerging Markets Equity

AMG GW&K Emerging Wealth Equity

AMG GW&K International Small Cap

GW&K Investment Management, LLC

 

AMG Montrusco Bolton Large Cap Growth

Montrusco Bolton Investments, Inc.

 

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

    

AMG River Road Dividend All Cap Value

AMG River Road Focused Absolute Value

AMG River Road International Value Equity

AMG River Road Large Cap Value Select

AMG River Road Mid Cap Value

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

 

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare Global Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

 

AMG Veritas Asia Pacific

AMG Veritas China

AMG Veritas Global Focus

AMG Veritas Global Real Return

Veritas Asset Management LLP

 

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Global

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

 

 

 

    

FIXED INCOME FUNDS

AMG Beutel Goodman Core Plus Bond

Beutel, Goodman & Company Ltd.

 

AMG GW&K Core Bond ESG

AMG GW&K Enhanced Core Bond ESG

AMG GW&K ESG Bond

AMG GW&K High Income

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

 

 

 

 

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LOGO     

 

  

ANNUAL REPORT

 

  

 

              

   

AMG Funds

 

October 31, 2023

 

LOGO

 

AMG Montrusco Bolton Large Cap Growth Fund

   
      Class N: MCGFX        Class I: MCGIX
 
   

     

            

 

 

 

 

 

    wealth.amg.com                

103123             AR087

 


Table of Contents
    

    

AMG Funds

Annual Report — October 31, 2023

 

    

 

 
           
    

TABLE OF CONTENTS

 

  

PAGE

 

 
   

 

 
 
   

LETTER TO SHAREHOLDERS

     2  
 
   

ABOUT YOUR FUND’S EXPENSES

     3  
 
    PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS AND SCHEDULE OF PORTFOLIO INVESTMENTS      4  
 
   

FINANCIAL STATEMENTS

  
 
   

Statement of Assets and Liabilities

     10  
 
   

Balance sheet, net asset value (NAV) per share computations
and cumulative distributable earnings (loss)

  
 
   

Statement of Operations

     12  
 
   

Detail of sources of income, expenses, and realized and
unrealized gains (losses) during the fiscal year

  
 
   

Statements of Changes in Net Assets

     13  
 
   

Detail of changes in assets for the past two fiscal years

  
 
   

Financial Highlights

     14  
 
   

Historical net asset values per share, distributions, total returns, income
and expense ratios, turnover ratios and net assets

  
 
   

Notes to Financial Statements

     16  
 
   

Accounting and distribution policies, details of agreements and
transactions with Fund management and affiliates, and descriptions of
certain investment risks

  
 
   

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     21  
 
   

OTHER INFORMATION

     22  
 
   

TRUSTEES AND OFFICERS

     23  
 
    ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS      25  
   

    

  

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 Funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

 

 

 


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LOGO      

 

  

Letter to Shareholders

 

  

Dear Shareholder:

We are pleased to provide this annual report for your investment with AMG Funds. Our foremost goal is to provide investment solutions that help our shareholders successfully achieve their long-term investment goals. We appreciate the privilege of providing you with investment tools.

The most recent fiscal year ended October 31, 2023, resulted in mixed returns for risk assets as global equity markets wrestled with tighter monetary policy, increased geopolitical tension, instability in the regional banking sector, and political handwringing over the U.S. debt ceiling. Bonds struggled to move higher as global central banks raised interest rates to cool the economy and bring down inflation. Relative to the prior year, 2023 brought a more favorable environment based on the optimism that easing inflation would allow the U.S. Federal Reserve (the “Fed”) to pause the interest rate hiking cycle and deliver an economic soft landing.

The S&P 500® Index gained 10.14% for the fiscal year, despite experiencing a pullback in the final three months of the period. Large-cap stocks diverged meaningfully from small-cap stocks, particularly driven by a handful of mega-cap technology and consumer discretionary stocks. The Russell 1000® Index gained 9.48% compared to the -8.56% return for the Russell 2000® Index. Only five of eleven sectors posted positive returns, with communications services (+36.06%), information technology (+33.15%), and consumer discretionary (+8.87%) leading the way. The weakest sectors were utilities (-7.72%), real estate (-6.57%), and health care (-4.64%). The strength in information technology drove Growth stocks to strongly outperform Value stocks with the Russell 1000® Growth Index gaining 18.95% compared to a 0.13% return for the Russell 1000® Value Index. Outside the U.S., foreign equity markets outperformed domestic equities, delivering a 12.07% return, as measured by the MSCI All Country World Index (ACWI) ex USA benchmark.

The Bloomberg U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, managed to generate a modest 0.36% return over the period as the Fed raised interest rates and the 10-year Treasury yield reached its highest point since 2008, resulting in longer-duration bonds underperforming. Investment-grade corporate bonds gained 2.77% for the year, while agency mortgage-backed securities fell -0.82%. High yield bonds were the best performing sector with a 6.23% return as measured by the return of the Bloomberg U.S. Corporate High Yield Bond Index. Municipal bonds outperformed the broader market with a 2.64% gain for the Bloomberg Municipal Bond Index.

AMG Funds provides access to a distinctive array of actively managed return-oriented investment strategies. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit. For more information about AMG Funds’ wide range of products and resources, please visit wealth.amg.com. We thank you for your investment and continued trust in AMG Funds.

Respectfully,

 

LOGO

Keitha Kinne

President

AMG Funds

 

Average Annual Total Returns   Periods ended
October 31, 2023*
 
Stocks:        1 Year     3 Years     5 Years  
Large Cap   (S&P 500® Index)     10.14     10.36     11.01
Small Cap   (Russell 2000® Index)     (8.56 )%      3.95     3.31
International   (MSCI ACWI ex USA)     12.07     3.03     3.46
Bonds:                          
Investment Grade   (Bloomberg U.S. Aggregate Bond Index)     0.36     (5.57 )%      (0.06 )% 
High Yield   (Bloomberg U.S. Corporate High Yield Bond Index)     6.23     1.19     3.05
Tax-exempt   (Bloomberg Municipal Bond Index)     2.64     (2.48 )%      1.00
Treasury Bills   (ICE BofAML U.S. 6-Month Treasury Bill Index)     4.88     1.83     1.90

*Source: FactSet. Past performance is no guarantee of future results.

 

 

 

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About Your Fund’s Expenses

 

   

    

 

      

 

 

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 section of the following table provides information about the actual account values and

      

actual expenses. You may use the information in this section, 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 section under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

The second section 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 section 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

  October 31, 2023

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/23
   Ending
Account
Value
10/31/23
   Expenses
Paid
During
the Period*

  AMG Montrusco Bolton Large Cap Growth Fund

  Based on Actual Fund Return

  Class N

   0.93%   $1,000    $1,029    $4.76

  Class I

   0.74%   $1,000    $1,029    $3.79

  Based on Hypothetical 5% Annual Return

  Class N

   0.93%   $1,000    $1,021    $4.74

  Class I

   0.74%   $1,000    $1,021    $3.77

 

  *

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 (184), then divided by 365.

 

 

  

 

3


Table of Contents

    

     AMG Montrusco Bolton Large Cap Growth Fund

    Portfolio Manager’s Comments (unaudited)

 

    

 

For the 12 months ended October 31, 2023, AMG Montrusco Bolton Large Cap Growth Fund (the “Fund”) Class N shares returned 17.14%, outpacing the 11.90% return for the S&P 500® Growth Index, the Fund’s benchmark.

 

MARKET OVERVIEW

 

U.S. equities provided double-digit gains during the period, despite a pull back in the final months. Mega-cap growth stocks known as the “magnificent seven” (Apple, Microsoft, Alphabet, Amazon, Tesla, NVIDIA, and Meta) continued to dominate the market, during both the rally and the subsequent pull back during the period. Much of the late volatility was driven by increasingly tight monetary policy and spiking benchmark U.S. Treasury yields, which are putting downward pressure on earnings multiples.

 

The U.S. Federal Reserve’s (the “Fed”) release of an updated interest rate “dot plot” projection, which it uses as a communications tool to signal future actions, appears to have been a key driver. Federal Funds officials polled regarding the expected federal funds rate for the end of 2024 increased their median estimates by 50 basis points to 5.1%. Part of the Fed’s caution may be stemming from mixed messages in inflation data. Headline inflation numbers appear to be trending down. However, the inflation expectations implied in U.S. TIPS (Treasury Inflation-Protected Securities) yields remain roughly where they were at the end of June. Of particular concern are worries that excessive upward pressures in wages, evidenced in strikes at Detroit’s “Big Three” automakers and other labor actions, may fuel an upward spiral in inflation expectations.

 

PERFORMANCE REVIEW

 

Top contributing sectors to the Fund’s relative performance included consumer discretionary, communication services, and consumer staples. Bottom contributing sectors to relative performance included information technology, health care, and real estate.

 

Top individual contributors to the Fund’s relative performance during the 12 months ended October 31, 2023, included Meta Platforms, Inc., Workday, Inc.,

    

Adobe, Inc., and Tesla, Inc. Meta Platforms performed well relative to earnings expectations during the period and raised its forward guidance. Officials at the parent company of Facebook and Instagram expect that efforts to leverage artificial intelligence (AI) to improve engagement and efficiency on its platforms should reaccelerate revenue growth during the second half of the year. Workday’s shares outperformed after cleanly beating consensus earnings expectations. The systems software provider’s positive comments regarding a strong demand pipeline in a tough macro environment were well-received by investors. Adobe also had strong earnings results and raised forward guidance. Investors reacted well to strong usage data at the software provider’s generative AI product, Firefly, and to news of its strategic image creation partnership related to Google’s Bard initiative. The Fund benefited from not owning benchmark constituent stock Tesla, primarily due to concerns over valuations of the stock.

 

Bottom relative individual contributors to the Fund’s relative performance included NVIDIA Corp., Charles River Laboratories International, Inc., Danaher Corp., and Envista Holdings Corp. The Fund’s relative performance was affected by the fact that it did not own NVIDIA until later in the period, and then at an underweight relative to the benchmark. NVIDIA performed well, as the GPU (graphics processing unit) and API (application programming interface) provider’s strength amid several generative AI deployments and intra-quarter datapoints suggest strong customer demand. Charles River Laboratories’ shares suffered following concerns regarding the quality of non-human primates sourced in Cambodia, and their import into the U.S., and persistent weak funding in the biotech sector. Danaher shares suffered as the bioprocessing equipment market is forced to absorb excess inventories that were produced during COVID-19 due to fears of supply chain disruptions. Envista Holdings missed investor volume growth metric expectations, despite the continued strength in gross margins seen in the ramp-ups of some new products.

 

     

Investments in the dental equipment and supplies provider’s sales and marketing are hampering operating margins.

 

During the past year, the Fund continued to focus on environmental, social, and governance (“ESG”) practices, both internally and at all existing and potential holdings. This process includes regular interactions with management, both informally at investor days and through targeted meetings with companies.

 

Key priorities include management attitudes toward issues ranging from climate change to minorities and board composition. The Fund also seeks and encourages implementation of formal ESG strategies, as well as the use of tangible, independently verified metrics, certifications, and key indicators to monitor performance.

 

OUTLOOK

 

Lost production volumes and the effects of sanctions amid Russia’s invasion of Ukraine and the conflict between Israel and Hamas are complexifying numerous existing inflationary drivers. These include aging demographics, a labor force reassessing its work/life balance, COVID-19 production hurdles, and regionalization trends. Consequently, the Fund is focused on business models that have strong pricing power. Uncertainty surrounding changes in supply chains, consumer behaviors, digitization, and rising wages will have a lasting impact on business models.

 

The Fund seeks to continue identifying relative valuation dislocations caused by rapidly shifting market narratives that are offering compelling opportunities to book profits and reinvest in misunderstood, and therefore, mispriced stocks.

 

The views expressed represent the opinions of Montrusco Bolton Investments, Inc. as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

  

 

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AMG Montrusco Bolton Large Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG Montrusco Bolton Large Cap Growth Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG Montrusco Bolton Large Cap Growth Fund’s Class N shares on October 31, 2013, to a $10,000 investment made in the S&P 500® Growth Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

 

LOGO

The table below shows the average annual total returns for the AMG Montrusco Bolton Large Cap Growth Fund and the S&P 500® Growth Index for the same time periods ended October 31, 2023.

 

     One   Five   Ten  
  Average Annual Total Returns1    Year   Years   Years  

AMG Montrusco Bolton Large Cap Growth Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12

 

Class N

   17.14%   11.91%     10.22

Class I

   17.27%   12.10%     10.43

S&P 500® Growth Index13

   11.90%   11.77%     12.66

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 800.548.4539 or visit our website at wealth.amg.com for a free prospectus. Read it carefully before investing or sending money.

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

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

2 

As of March 19, 2021, the Fund’s Subadviser was changed to Montrusco Bolton Investments, Inc. Prior to

March 19, 2021, the Fund was known as the AMG Managers Montag & Caldwell Growth Fund, and had different principal investment strategies and corresponding risks. Performance shown for periods prior to March 19, 2021, reflects the performance and investment strategies of the Fund’s previous subadviser, Montag & Caldwell, LLC. The Fund’s past performance would have been different if the Fund were managed by the current Subadviser and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the Fund.

 

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

 

4  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

5  The stocks of large-capitalization companies are generally more mature and may not be able to reach the same levels of growth as the stocks of small- or mid-capitalization companies.

 

6  Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

 

7  The prices of equity securities of companies that are expected to experience relatively rapid earnings growth, or “growth stocks,” may be more sensitive to market movements because the prices tend to reflect future investor expectations rather than just current profits.

 

8  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmarks or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

9  The Fund is non-diversified and therefore a greater percentage of holdings may be focused in a small number of issuers or a single issuer, which can place the Fund at greater risk. Notwithstanding the Fund’s status as a “non-diversified” investment company under the Investment Company Act of 1940 (the “1940 Act”), the Fund intends to qualify as a regulated investment company accorded favorable tax treatment under the Internal Revenue Code of 1986, as amended, which imposes its own diversification requirements that are less restrictive than the requirements applicable to “diversified”

 

 

 

5


Table of Contents
    

 

    

AMG Montrusco Bolton Large Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

 

     

 

   investment companies under the 1940 Act. The Fund’s intention to qualify as a regulated investment company may limit its pursuit of its investment strategy and its investment strategy could limit its ability to so qualify.

 

10 To the extent the Fund invests a substantial portion of its assets in a relatively small number of securities or a particular market, industry, group of industries, country, region, group of countries, asset class or sector, it generally will be subject to greater risk than a fund that invests in a more diverse investment portfolio. In addition, the value of the Fund would be more susceptible to any single economic, market, political or regulatory occurrence affecting, for example, that particular market, industry, region or sector.

 

11 The Subadviser incorporates ESG criteria into its investment process, which may result in the selection or exclusion of securities of certain issuers for reasons other than financial

       

   performance, and carries the risk that the Fund’s investment returns may underperform funds that do not incorporate ESG factors into their investment process. The incorporation of ESG criteria into the investment process may affect the Fund’s investment exposure to certain companies, sectors, regions, countries or types of investments, which could negatively impact the Fund’s performance depending on whether such investments are in or out of favor. Applying ESG criteria to investment decisions is qualitative and subjective by nature, and there is no guarantee that the criteria utilized by the Subadviser or any judgment exercised by the Subadviser will improve the financial performance of the Fund or reflect the beliefs or values of any particular investor. ESG standards differ by region and industry, and a company’s ESG practices or the Subadviser’s assessment of a company’s ESG practices may change over time.

 

12 Growth-at-a-reasonable-price (“GARP”) investing involves buying stocks that have a reasonable

       

   price/earnings ratio in relationship to a company’s earnings growth rate. The Fund’s performance may be adversely affected when stocks preferred by a GARP investing strategy underperform or are not favored by investors in prevailing market and economic conditions.

 

13 The S&P 500® Growth Index draws its constituents from the S&P 500® based on three growth factors: sales growth, the ratio of earnings change to price, and momentum. Unlike the Fund, the S&P 500® Growth Index is unmanaged, is not available for investment and does not incur expenses.

 

The S&P Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc. All rights reserved.

 

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

 

 

 

 

 

6


Table of Contents

AMG Montrusco Bolton Large Cap Growth Fund

Fund Snapshots (unaudited)

October 31, 2023

 

    

 

PORTFOLIO BREAKDOWN

 

    Sector    % of
Net Assets
 

Information Technology

     36.0    
 

Health Care

     16.9  
 

Consumer Discretionary

     10.1  
 

Communication Services

     7.6  
 

Financials

     7.5  
 

Energy

     6.5  
 

Consumer Staples

     6.4  
 

Industrials

     5.3  
 

Materials

     1.9  
 

Real Estate

     1.1  
 

Short-Term Investments

     0.5  
 

Other Assets, less Liabilities

     0.2  

TOP TEN HOLDINGS

 

    Security Name    % of
Net Assets
 

Microsoft Corp.

     9.8      
 

Apple, Inc.

     9.5  
 

Amgen, Inc.

     6.2  
 

Alphabet, Inc., Class A

     5.3  
 

Walmart, Inc.

     5.1  
 

NVIDIA Corp.

     5.0  
 

Mastercard, Inc., Class A

     4.7  
 

Amazon.com, Inc.

     4.7  
 

Workday, Inc., Class A

     4.7  
 

Adobe, Inc.

     4.4  
    

 

 

 

 

Top Ten as a Group

         59.4  
  

 

 

 

 

 

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


Table of Contents

AMG Montrusco Bolton Large Cap Growth Fund

Schedule of Portfolio Investments

October 31, 2023

 

    

 

      Shares      Value  

Common Stocks - 99.3%

     

Communication Services - 7.6%

 

  

Alphabet, Inc., Class A*

     80,684        $10,011,270  

Meta Platforms, Inc., Class A*

     14,636        4,409,388  

Total Communication Services

        14,420,658  

Consumer Discretionary - 10.1%

 

  

Amazon.com, Inc.*

     67,151        8,937,127  

Five Below, Inc.*

     44,964        7,822,837  

Lululemon Athletica, Inc. (Canada)*

     6,238        2,454,528  

Total Consumer Discretionary

        19,214,492  

Consumer Staples - 6.4%

 

  

Lamb Weston Holdings, Inc.

     27,871        2,502,816  

Walmart, Inc.

     59,281        9,687,108  

Total Consumer Staples

        12,189,924  

Energy - 6.5%

 

  

EOG Resources, Inc.

     38,760        4,893,450  

Valero Energy Corp.

     58,303        7,404,481  

Total Energy

        12,297,931  

Financials - 7.5%

 

  

CME Group, Inc.

     24,957        5,327,321  

Mastercard, Inc., Class A

     23,747        8,937,184  

Total Financials

        14,264,505  

Health Care - 16.9%

 

  

Amgen, Inc.

     46,020        11,767,314  

Charles River Laboratories International, Inc.*

     43,700        7,357,332  

Danaher Corp.

     36,341        6,978,199  

Envista Holdings Corp.*

     155,011        3,607,106  

Zoetis, Inc.

     14,260        2,238,820  

Total Health Care

        31,948,771  

Industrials - 5.3%

 

  

Veralto Corp.*

 

    

 

27,506

 

 

 

    

 

1,897,914

 

 

 

      Shares      Value  

Waste Connections, Inc. (Canada)

     62,784        $8,130,528  

Total Industrials

        10,028,442  

Information Technology - 36.0%

 

  

Adobe, Inc.*

     15,755        8,382,605  

Apple, Inc.

     105,350        17,990,620  

Microsoft Corp.

     54,759        18,514,566  

NVIDIA Corp.

     23,079        9,411,616  

Texas Instruments, Inc.

     34,546        4,905,877  

Workday, Inc., Class A*

     42,203        8,934,797  

Total Information Technology

        68,140,081  

Materials - 1.9%

 

  

Linde PLC

     9,555        3,651,539  

Real Estate - 1.1%

 

  

Public Storage, REIT

     8,361        1,995,854  

Total Common Stocks

     

(Cost $164,366,226)

        188,152,197  

Short-Term Investments - 0.5%

     

Other Investment Companies - 0.5%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 5.23%1

     366,628        366,628  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 5.31%1

     549,943        549,943  

Total Short-Term Investments

     

(Cost $916,571)

        916,571  

Total Investments - 99.8%

     

(Cost $165,282,797)

        189,068,768  

Other Assets, less Liabilities - 0.2%

        348,202  

Net Assets - 100.0%

       

 

$189,416,970

 

 

 

 

 
* 

Non-income producing security.

 

1 

Yield shown represents the October 31, 2023, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

 

REIT Real Estate Investment Trust

 

 

 

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

8


Table of Contents

 

AMG Montrusco Bolton Large Cap Growth Fund

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 October 31, 2023:

 

     Level 1    Level 2    Level 3    Total

Investments in Securities

                   

Common Stocks

     $ 188,152,197                    $ 188,152,197

Short-Term Investments

                   

Other Investment Companies

       916,571                —                —        916,571
    

 

 

      

 

 

      

 

 

      

 

 

 

Total Investments in Securities

    

$

189,068,768

    

 

    

 

    

$

189,068,768

    

 

 

      

 

 

      

 

 

      

 

 

 

 

 

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

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3.

 

 

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

9


Table of Contents
    

 

    

Statement of Assets and Liabilities

October 31, 2023

 

   

    

 

     

 

     AMG
Montrusco Bolton
Large Cap
Growth Fund
 

Assets:

  

Investments at value1

     $189,068,768      

Receivable for investments sold

     1,876,963      

Dividend and interest receivables

     71,347      

Securities lending income receivable

     593      

Receivable for Fund shares sold

     7,616      

Receivable from affiliate

     18,059      

Prepaid expenses and other assets

     18,331      

Total assets

     191,061,677      

Liabilities:

  

Payable for investments purchased

     1,420,889      

Payable for Fund shares repurchased

     10,790      

Accrued expenses:

  

Investment advisory and management fees

     79,464      

Administrative fees

     24,833      

Distribution fees

     17,930      

Shareholder service fees

     12,320      

Other

     78,481      

Total liabilities

     1,644,707      

Commitments and Contingencies (Notes 2 & 5)

  

Net Assets

     $189,416,970      

1 Investments at cost

     $165,282,797      
 

 

 

 

 

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

10


Table of Contents
    

 

    

    

Statement of Assets and Liabilities (continued)

 

   

    

 

      

 

    AMG
Montrusco Bolton
Large Cap
Growth Fund
 

Net Assets Represent:

 

Paid-in capital

    $161,017,385      

Total distributable earnings

    28,399,585      

Net Assets

    $189,416,970      

Class N:

 

Net Assets

    $115,247,577      

Shares outstanding

    10,896,666      

Net asset value, offering and redemption price per share

    $10.58      

Class I:

 

Net Assets

    $74,169,393      

Shares outstanding

    6,829,599      

Net asset value, offering and redemption price per share

    $10.86      
 

 

 

 

 

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

11


Table of Contents
    

 

    

Statement of Operations

For the fiscal year ended October 31, 2023

 

   

    

 

     

 

     AMG
Montrusco Bolton
Large Cap
Growth Fund
 

Investment Income:

  

Dividend income

     $2,263,433      

Securities lending income

     849      

Foreign withholding tax

     (14,251)     

Total investment income

     2,250,031      

Expenses:

  

Investment advisory and management fees

     983,613      

Administrative fees

     307,379      

Distribution fees - Class N

     186,585      

Shareholder servicing fees - Class N

     90,894      

Shareholder servicing fees - Class I

     43,094      

Professional fees

     52,721      

Reports to shareholders

     44,832      

Registration fees

     39,160      

Transfer agent fees

     32,980      

Custodian fees

     29,162      

Trustee fees and expenses

     14,090      

Interest expense

     10,718      

Miscellaneous

     11,519      

Total expenses before offsets

     1,846,747      

Expense reimbursements

     (122,005)     

Net expenses

     1,724,742      
  

Net investment income

     525,289      

Net Realized and Unrealized Gain:

  

Net realized gain on investments

     5,679,761      

Net change in unrealized appreciation/depreciation on investments

     27,244,653      

Net realized and unrealized gain

     32,924,414      
  

Net increase in net assets resulting from operations

     $33,449,703      
 

 

 

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

12


Table of Contents
    

 

    

Statements of Changes in Net Assets

For the fiscal years ended October 31,

 

   

    

 

      

 

     AMG
Montrusco Bolton
Large Cap Growth Fund
     2023   2022

Increase (Decrease) in Net Assets Resulting From Operations:

        

Net investment income

       $525,289         $167,033  

Net realized gain on investments

       5,679,761       26,589,468

Net change in unrealized appreciation/depreciation on investments

       27,244,653       (99,790,536 )

Net increase (decrease) in net assets resulting from operations

       33,449,703       (73,034,035 )

Distributions to Shareholders:

        

Class N

       (11,004,682 )       (38,003,632 )

Class I

       (8,647,836 )       (35,766,663 )

Total distributions to shareholders

       (19,652,518 )       (73,770,295 )

Capital Share Transactions:1

        

Net increase (decrease) from capital share transactions

       (27,065,036 )       6,605,988
        

Total decrease in net assets

       (13,267,851 )       (140,198,342 )

Net Assets:

        

Beginning of year

       202,684,821       342,883,163

End of year

       $189,416,970       $202,684,821

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

 

 

 

 

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

13


Table of Contents

 

    

 

AMG Montrusco Bolton Large Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

     For the fiscal years ended October 31,  
 Class N    2023     2022     2021     2020     2019  

Net Asset Value, Beginning of Year

     $10.00       $17.05       $21.50       $19.34       $20.52  

Income (loss) from Investment Operations:

          

Net investment income (loss)1,2

     0.02       (0.00 )3       (0.07     (0.06     (0.02

Net realized and unrealized gain (loss) on investments

     1.55       (3.26     6.17       3.92       2.74  

Total income (loss) from investment operations

     1.57       (3.26     6.10       3.86       2.72  

Less Distributions to Shareholders from:

          

Net investment income

     (0.00 )3                          

Net realized gain on investments

     (0.99     (3.79     (10.55     (1.70     (3.90

Total distributions to shareholders

     (0.99     (3.79     (10.55     (1.70     (3.90

Net Asset Value, End of Year

     $10.58       $10.00       $17.05       $21.50       $19.34  

Total Return2,4

     17.14     (25.18 )%      39.50     21.36     18.29

Ratio of net expenses to average net assets

     0.92 %5      0.91     1.07 %6      1.16 %6      1.16 %6 

Ratio of gross expenses to average net assets7

     0.98     0.94     1.09     1.16     1.17

Ratio of net investment income (loss) to average net assets2

     0.18     (0.02 )%      (0.39 )%      (0.30 )%      (0.10 )% 

Portfolio turnover

     77     68     109     30     20

Net assets end of year (000’s) omitted

     $115,248       $113,790       $175,468       $166,051       $166,353  

 

 

 

 

 

 

 

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Table of Contents
    

 

AMG Montrusco Bolton Large Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

     For the fiscal years ended October 31,
  Class I    2023   2022   2021   2020   2019

Net Asset Value, Beginning of Year

       $10.25       $17.36       $21.69       $19.46       $20.62

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       0.04       0.02       (0.04 )       (0.03 )       0.01

Net realized and unrealized gain (loss) on investments

       1.59       (3.34 )       6.26       3.96       2.76

Total income (loss) from investment operations

       1.63       (3.32 )       6.22       3.93       2.77

Less Distributions to Shareholders from:

                    

Net investment income

       (0.03 )                         (0.03 )

Net realized gain on investments

       (0.99 )       (3.79 )       (10.55 )       (1.70 )       (3.90 )

Total distributions to shareholders

       (1.02 )       (3.79 )       (10.55 )       (1.70 )       (3.93 )

Net Asset Value, End of Year

       $10.86       $10.25       $17.36       $21.69       $19.46

Total Return2,4

       17.27 %       (25.05 )%       39.78 %       21.60 %       18.49 %

Ratio of net expenses to average net assets

      
0.74
%5
      0.73 %      
0.92
%6
     
0.99
%6
     
0.98
%6

Ratio of gross expenses to average net assets7

       0.80 %       0.76 %       0.94 %       0.99 %       0.99 %

Ratio of net investment income (loss) to average net assets2

       0.36 %       0.16 %       (0.24 )%       (0.13 )%       0.08 %

Portfolio turnover

       77 %       68 %       109 %       30 %       20 %

Net assets end of year (000’s) omitted

       $74,169       $88,895       $167,415       $309,638       $329,225

 

 

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Less than $(0.005) per share.

 

4 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

5 

Includes interest expense totaling 0.01% related to participation in the interfund lending program.

 

6 

Includes reduction from broker recapture amounting to less than 0.01%, less than 0.01%, and 0.01% for the fiscal years ended 2021, 2020 and 2019, respectively.

 

7 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

 

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Table of Contents
    

 

    

Notes to Financial Statements

October 31, 2023

 

   

    

 

      

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds IV (the “Trust”) is an open-end management investment company, organized as a Delaware Statutory 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 Montrusco Bolton Large Cap Growth Fund (the “Fund”).

The Fund offers Class N and 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 have different net asset values per share to the extent the share classes pay different distribution amounts 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 is non-diversified. 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.

Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of economic or political factors, market conditions, disasters or public health issues, or in response to events that affect particular industries or companies.

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 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. Equity securities held by the Fund that are traded in the over-the-counter market (other than NMS securities) are valued at the bid price. Foreign equity securities (securities principally traded in markets other than U.S. markets) held by the Fund 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 registered 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. Pursuant to Rule 2a-5 under the 1940 Act, the Fund’s Board of Trustees (the “Board”) designated AMG Funds LLC (the “Investment Manager”) as the Fund’s Valuation Designee to perform the Fund’s fair value determinations. Such determinations are subject to Board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Investment Manager’s fair value determinations.

Under certain circumstances, the value of certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by the Investment Manager and under the general supervision of the Board. 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 Fund’s valuation procedures, if the Investment Manager 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 Investment Manager 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 quarterly reports, as of the most recent quarter end, summarizing all fair value activity, material fair value matters that occurred during the quarter, and all outstanding securities fair valued by the Fund. Additionally, the Board will be presented with an annual report that assesses the adequacy and effectiveness of the Investment Manager’s process for determining the fair value of the Fund’s investments.

With respect to foreign equity securities and certain foreign fixed income securities, securities held in the 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

 

 

 

 

16


Table of Contents
    

 

    

    

Notes to Financial Statements (continued)

 

   

    

 

      

 

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, 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.

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. Upon notification from the issuer, 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 or funds within the AMG Funds Family of 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 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. 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. There were no permanent differences during the year. Temporary differences are primarily due to wash sale loss deferrals.

The tax character of distributions paid during the fiscal years ended October 31, 2023 and October 31, 2022 was as follows:

 

 Distributions paid from:

     2023        2022  

 Ordinary income *

               $111,073                  $33,737,529  

 Long-term capital gains

     19,541,445        40,032,766  
  

 

 

    

 

 

 
     $19,652,518        $73,770,295  
  

 

 

    

 

 

 

 

*

For tax purposes, short-term capital gain distributions, if any, are considered ordinary income distributions.

As of October 31, 2023, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

Undistributed ordinary income

     $2,507,942  

Undistributed long-term capital gains

     4,956,158  

At October 31, 2023, the cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

 Cost    Appreciation      Depreciation          Net Appreciation  

 $168,133,283

     $32,400,812        $(11,465,327)        $20,935,485  

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, and 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. The Investment Manager has analyzed the Fund’s tax positions taken on federal income tax returns as of October 31, 2023, 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, the Investment Manager is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefit/detriment will change materially in the next twelve months.

 

 

 

17

 


Table of Contents
    

 

    

    

Notes to Financial Statements (continued)

 

   

    

 

      

 

Furthermore, 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.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of October 31, 2023, the Fund had no capital loss carryovers for federal income tax purposes. Should the Fund incur net capital losses for the fiscal year ended

October 31, 2024, such amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.

 

 

g. CAPITAL STOCK

The Trust’s Trust Instrument 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.

For the fiscal years ended October 31, 2023 and October 31, 2022, the capital stock transactions by class for the Fund were as follows:

 

    October 31, 2023     October 31, 2022  
    Shares     Amount     Shares     Amount  

 Class N:

       

 Shares sold

    200,256       $2,064,170       361,555       $4,597,554  

 Shares issued in reinvestment of distributions

    1,163,123       10,828,671       2,725,123       37,415,935  

 Shares redeemed

        (1,846,942     (19,001,168         (1,995,422     (24,997,298
 

 

 

   

 

 

   

 

 

   

 

 

 

 Net increase (decrease)

    (483,563     $(6,108,327     1,091,256       $17,016,191  
 

 

 

   

 

 

   

 

 

   

 

 

 

 Class I:

       

 Shares sold

    515,793       $5,156,022       990,746       $13,094,271  

 Shares issued in reinvestment of distributions

    880,781       8,402,646       2,485,116       34,915,882  

 Shares redeemed

    (3,243,436     (34,515,377     (4,444,728     (58,420,356
 

 

 

   

 

 

   

 

 

   

 

 

 

 Net decrease

    (1,846,862         $(20,956,709     (968,866         $(10,410,203
 

 

 

   

 

 

   

 

 

   

 

 

 

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Fund may enter into third-party and bilateral repurchase agreements for temporary cash management purposes and for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Securities Lending 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 their share of the underlying collateral under such joint repurchase agreements and in their share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held 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 Securities Lending Program, the Fund is indemnified for such losses by BNYM on joint repurchase agreements.

At October 31, 2023, the Fund had no Repurchase Agreements outstanding.

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. wealth platform 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 and recommends, subject to the approval of the Board and, in certain circumstances, shareholders, the Fund’s subadviser and monitors the subadviser’s investment performance, security holdings and investment strategies. The Fund’s investment portfolio is managed by Montrusco Bolton Investments, Inc. (“Montrusco Bolton”) who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in Montrusco Bolton.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the fiscal year ended October 31, 2023, the Fund paid an investment management fee at the annual rate of 0.48% of the average daily net assets of the Fund. The fee paid to Montrusco Bolton for its services as subadviser is paid out of the fee the Investment Manager receives from the Fund and does not increase the expenses of the Fund.

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

The Investment Manager has contractually agreed, through at least March 1, 2024, to waive management fees and/or pay 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, and in connection with securities sold short), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, dividends payable with respect to securities sold short, acquired fund fees and expenses and extraordinary expenses) to 0.68% of the Fund’s average daily net assets (this annual rate or such other annual rate that may be in effect from time to time, the “Expense Cap”), subject to later reimbursement by the Fund in certain circumstances.

In general, for a period of up to 36 months after the date any amounts are paid, waived or reimbursed by the Investment Manager, the Investment Manager may recover such amounts from the Fund, 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 either (i) the Expense Cap in effect at the time such amounts were paid, waived or reimbursed, or (ii) the Expense Cap in effect at the time of such repayment by the Fund.

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.

For the fiscal year ended October 31, 2023, the Investment Manager reimbursed the Fund $122,005, and did not recoup any previously reimbursed expenses. At October 31, 2023, the Fund’s expiration of reimbursements subject to recoupment is as follows:

 

  Expiration

  Period

      

  Less than 1 year

     $95,910   

  1-2 years

     86,244   

  2-3 years

     122,005   
  

 

 

 

  Total

   $ 304,159   
  

 

 

 

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 certain aspects of managing the Fund’s operations, including administration and shareholder services to the Fund. 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 any advertising or sales literature.

The Trust has 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, the Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of the 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 the Fund’s average daily net assets attributable to the Class N shares. The Plan is characterized as a reimbursement plan and is directly tied to expenses incurred by the Distributor; the payments the Distributor receives during any year may not exceed its actual expenses. The impact on the annualized expense ratios for the fiscal year ended October 31, 2023, was 0.16%.

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 financial intermediaries, 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.

The impact on the annualized expense ratios for the fiscal year ended October 31, 2023, was as follows:

 

     Maximum Annual
Amount
Approved
     Actual      
Amount    
Incurred    
 

  Class N

     0.15%        0.07%      

  Class I

     0.05%        0.05%      

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 the 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. On October 10, 2023, the shareholders of the Trust elected Trustees, including two new Trustees who are not “interested persons” of the Fund within the meaning of the 1940 Act. 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”) granted an exemptive order that permits certain eligible funds in the AMG Funds Family 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. The interest earned and interest paid on interfund loans are

 

 

 

19


Table of Contents
    

 

    

    

Notes to Financial Statements (continued)

 

   

    

 

      

 

included on the Statement of Operations as interest income and interest expense, respectively. At October 31, 2023, the Fund had no interfund loans outstanding.

The Fund utilized the interfund loan program during the fiscal year ended October 31, 2023 as follows:

 

     Average
   Borrowed
  Number
of Days
  Interest
Paid
   

Average

Interest Rate

 
   $6,050,115            11     $10,718       5.878%  

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the fiscal year ended October 31, 2023, were $157,476,447 and $203,504,167, respectively.

The Fund had no purchases or sales of U.S. Government Obligations during the fiscal year ended October 31, 2023.

4. PORTFOLIO SECURITIES LOANED

The Fund participates in the Securities Lending Program providing for the lending of securities to qualified borrowers. 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 Securities Lending Program, and the Fund, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash, U.S. Treasury Obligations or U.S. Government Agency Obligations. Collateral 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 Securities Lending Program, the Fund is indemnified for such losses by BNYM. Cash collateral is held in separate omnibus accounts managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements for that cash collateral. Securities collateral is held in separate omnibus accounts managed by BNYM and cannot be sold or pledged. 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. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities as soon as practical, which is normally within three business days.

The Fund did not have any securities on loan at October 31, 2023.

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 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. At October 31, 2023, the Fund had no securities on loan and no Repurchase Agreements outstanding.

7. 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.

 

 

 

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Report of Independent Registered Public Accounting Firm

 

   

    

 

      

 

To the Board of Trustees of AMG Funds IV and Shareholders of AMG Montrusco Bolton Large Cap Growth Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AMG Montrusco Bolton Large Cap Growth Fund (one of the funds constituting AMG Funds IV, referred to hereafter as the “Fund”) as of October 31, 2023, the related statement of operations for the year ended October 31, 2023, the statements of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2023 and the financial highlights for each of the five years in the period ended October 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2023

We have served as the auditor of one or more investment companies in the AMG Funds Family since 1993.

    

 

 

 

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Other Information (unaudited)

 

   

    

 

      

 

 

TAX INFORMATION

 

AMG Montrusco Bolton Large Cap Growth Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2022/2023 Form 1099-DIV you receive for the Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, AMG Montrusco Bolton Large Cap Growth Fund hereby designates $19,541,445 as a capital gain distribution with respect to the taxable year ended October 31, 2023, or if subsequently determined to be different, the net capital gains of such fiscal year.

 

 

 

PROXY VOTE

A special meeting of the shareholders of AMG Funds IV (the “Trust”) was held on October 10, 2023, to vote on a proposal to elect trustees to the Board of Trustees of the Trust. The proposal and results of the vote are described below. Jill R. Cuniff, Kurt A. Keilhacker, Peter W. MacEwen, Steven J. Paggioli, Eric Rakowski, Victoria L. Sassine and Garret W. Weston were elected by shareholders at the special meeting on October 10, 2023. Bruce B. Bingham, an incumbent Trustee, will continue to serve as a Trustee of the Trust until his retirement on December 31, 2023.

 

AMG Funds IV    All Funds in Trust*  
Election of Trustees 1    For        Withheld      

  Jill R. Cuniff

     123,476,732      9,260,973      

  Kurt A. Keilhacker

     131,677,070      1,060,634      

  Peter W. MacEwen

     123,401,874      9,335,830      

  Steven J. Paggioli

     130,832,753      1,904,951      

  Eric Rakowski

     130,620,379      2,117,325      

  Victoria L. Sassine

     131,755,717      981,987      

  Garret W. Weston

     131,970,391      767,313      

1 Ms. Cuniff and Mr. MacEwen were newly elected to the Board of Trustees on October 10, 2023; Messrs. Keilhacker, Paggioli, Rakowski, and Weston and Ms. Sassine are incumbent Trustees.

*Rounded to the nearest share.

 

 

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    AMG Funds

    Trustees and Officers

 

    

 

 

The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and ages are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and     

review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 680 Washington Blvd., Suite 500, Stamford, CT. 06901.

 

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time.

       The Chairman of the Board, the President, the Treasurer and the Secretary and such other Officers as the Trustees may in their discretion from time to time elect each hold office until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each Officer holds office at the pleasure of the Trustees.
           

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:

 

 Number of Funds Overseen in

      Fund Complex

 

  Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
 

• Trustee since 2014

• Oversees 41 Funds in Fund  Complex

 

Bruce B. Bingham, 75*

Partner, Hamilton Partners (real estate development firm) (1987-Present); Director of The Yacktman Funds, Inc. (2 portfolios) (2000-2012).

 

• Trustee since 2023

• Oversees 41 Funds in Fund  Complex

 

Jill R. Cuniff, 59**

Director of Harding, Loevner Funds, Inc. (12 portfolios) (2018-Present); Retired (2016-Present); President & Portfolio Manager, Edge Asset Management (2009-2016); President & Chief Investment Officer, Morley Financial Services (2001-2009); President, Union Bond & Trust Company (2001-2009).

 

• Trustee since 2014

• Chairman of the Audit  Committee since 2020

• Oversees 43 Funds in Fund  Complex

 

Kurt A. Keilhacker, 60

Managing Partner, Elementum Ventures (2013-Present); Managing Partner, TechFund Europe (2000-Present); Managing Partner, TechFund Capital (1997-Present); Adjunct Professor, University of San Francisco (2022-Present); Trustee, Wheaton College (2018-Present); Director, Wheaton College Trust Company, N.A. (2018-Present).

 

• Trustee since 2023

• Oversees 41 Funds in Fund  Complex

 

Peter W. MacEwen, 59**

Private investor (2019-Present); Affiliated Managers Group, Inc. (2003-2018): Chief Administrative Officer, Office of the CEO (2013-2018); Senior Vice President, Finance (2007-2013); Vice President, Finance (2003-2007).

 

• Trustee since 2010

• Oversees 41 Funds in Fund  Complex

 

Steven J. Paggioli, 73

Independent Consultant (2002-Present); Trustee, Professionally Managed Portfolios (28 portfolios); Independent Director, Muzinich BDC, Inc. (business development company) (2019-Present); Director, The Wadsworth Group; Independent Director, Chase Investment Counsel (2008–2019); Executive Vice President, Secretary and Director, Investment Company Administration, LLC and First Fund Distributors, INC. (1990-2001).

 

• Independent Chairman of the  Board of Trustees since 2017;

• Chairman of the Governance  Committee since 2017

• Trustee since 2010

• Oversees 43 Funds in Fund  Complex

 

Eric Rakowski, 65

Professor of Law, University of California at Berkeley School of Law (1990-Present); Tax Attorney at Davis Polk & Wardwell and clerked for Judge Harry T. Edwards of the U.S. Court of Appeals for the District of Columbia Circuit and for Justice William J. Brennan Jr. of the U.S. Supreme Court; Trustee of Parnassus Funds (4 portfolios) (2021-Present); Trustee of Parnassus Income Funds (2 portfolios) (2021-Present); Director of Harding, Loevner Funds, Inc. (10 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

 

• Trustee since 2014

• Oversees 43 Funds in Fund  Complex

 

Victoria L. Sassine, 58

Adjunct Professor, Babson College (2007–Present); Director, Board of Directors, PRG Group (2017-Present); CEO, Founder, Scale Smarter Partners, LLC (2018-Present); Adviser, EVOFEM Biosciences (2019-Present); Chairperson of the Board of Directors of Business Management Associates (2018 to 2019).

*Mr. Bingham will retire from the Board of Trustees of the Trust on December 31, 2023.

**Ms. Cuniff and Mr. MacEwen were elected to the Board of Trustees by the shareholders of the Trust on October 10, 2023.

 

 

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AMG Funds

Trustees and Officers (continued)

 

 

    

 

Interested Trustee

The Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act.

 

 Number of Funds Overseen in  Fund Complex

 

  Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
 

• Trustee since 2021

• Oversees 43 Funds in Fund  Complex

 

Garret W. Weston, 42

Affiliated Managers Group, Inc. (2008-Present): Managing Director, Head of Affiliate Product Strategy and Development (2023-Present), Managing Director, Co-Head of Affiliate Engagement, Distribution (2021-2022), Senior Vice President, Office of the CEO (2019-2021), Senior Vice President, Affiliate Development (2016-2019), Vice President, Office of the CEO (2015-2016), Vice President, New Investments (2008-2015); Associate, Madison Dearborn Partners (2006-2008); Analyst, Merrill Lynch (2004-2006).

Officers  

    Position(s) Held with Fund and     Length of Time Served

 

 

Name, Age, Principal Occupation(s) During Past 5 Years

 

 

• President since 2018

• Principal Executive Officer  since 2018

• Chief Executive Officer  since  2018

• Chief Operating Officer since  2016

 

Keitha L. Kinne, 65

Managing Director, Head of Platform and Operations, AMG Funds LLC (2023-Present); Chief Operating Officer, AMG Funds LLC (2007-Present); Chief Investment Officer, AMG Funds LLC (2008-Present); President and Principal, AMG Distributors, Inc. (2018-Present); Chief Operating Officer, AMG Distributors, Inc. (2007-Present); President, Chief Executive Officer and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2018-Present); Chief Operating Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2007-Present); Chief Operating Officer, AMG Funds IV (2016-Present); Chief Operating Officer and Chief Investment Officer, Aston Asset Management, LLC (2016); President and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2012-2014); Managing Partner, AMG Funds LLC (2007-2014); President and Principal, AMG Distributors, Inc. (2012-2014); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

 

• Secretary since 2015

• Chief Legal Officer since 2015

 

Mark J. Duggan, 58

Managing Director and Senior Counsel, AMG Funds LLC (2021-Present); Senior Vice President and Senior Counsel, AMG Funds LLC (2015-2021); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2015-Present); Attorney, K&L Gates, LLP (2009-2015).

 

• Chief Financial Officer since  2017

• Treasurer since 2017

• Principal Financial Officer since  2017

• Principal Accounting Officer  since 2017

 

Thomas G. Disbrow, 57

Vice President, Mutual Fund Treasurer & CFO, AMG Funds, AMG Funds LLC (2017-Present); Chief Financial Officer, Principal Financial Officer, Treasurer and Principal Accounting Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Managing Director - Global Head of Traditional Funds Product Control, UBS Asset Management (Americas), Inc. (2015-2017); Managing Director - Head of North American Funds Treasury, UBS Asset Management (Americas), Inc. (2011-2015).

 

• Deputy Treasurer since 2017

 

John A. Starace, 53

Vice President, Mutual Fund Accounting, AMG Funds LLC (2021-Present); Director, Mutual Fund Accounting, AMG Funds LLC (2017-2021); Vice President, Deputy Treasurer of Mutual Funds Services, AMG Funds LLC (2014-2017); Deputy Treasurer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Vice President, Citi Hedge Fund Services (2010-2014); Audit Senior Manager (2005-2010) and Audit Manager (2001-2005), Deloitte & Touche LLP.

 

• Chief Compliance Officer and  Sarbanes-Oxley Code of Ethics  Compliance Officer since 2019

• Anti-Money Laundering  Compliance Officer since 2022

 

Patrick J. Spellman, 49

Vice President, Chief Compliance Officer, AMG Funds LLC (2017-Present); Chief Compliance Officer, AMG Distributors, Inc. (2010-Present); Chief Compliance Officer and Sarbanes-Oxley Code of Ethics Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2019-Present); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2014-2019; 2022-Present); Anti-Money Laundering Compliance Officer, AMG Funds IV (2016-2019; 2022-Present); Senior Vice President, Chief Compliance Officer, AMG Funds LLC (2011-2017); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011).

 

• Assistant Secretary since 2016

 

Maureen M. Kerrigan, 38

Vice President, Senior Counsel, AMG Funds LLC (2021-Present); Vice President, Counsel, AMG Funds LLC (2019-2021); Director, Counsel, AMG Funds LLC (2017-2018); Vice President, Counsel, AMG Funds LLC (2015-2017); Assistant Secretary, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2016-Present); Associate, Ropes & Gray LLP (2011-2015); Law Fellow, Massachusetts Appleseed Center for Law and Justice (2010-2011).

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements

 

   

    

 

      

 

AMG Montrusco Bolton Large Cap Growth Fund: Approval of Investment Advisory Agreement and Subadvisory Agreement on June 21, 2023

 

At an in-person meeting held on June 21, 2023, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of AMG Funds IV (the “Trust”) (the “Independent Trustees”), approved (i) the Investment Advisory 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 Montrusco Bolton Large Cap Growth Fund (the “Fund”) and separately Amendment No. 1 thereto dated October 1, 2016 (collectively, the “Investment Advisory Agreement”); and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, with the Subadviser for the Fund (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 Advisory Agreement and Subadvisory Agreement, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and the Subadviser, including the nature, extent and quality of services, comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for the Fund (the “Peer Group”), performance information for the relevant benchmark index for the Fund (the “Fund Benchmark”), other relevant matters, and other information provided to them on a periodic basis throughout the year. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Advisory 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 provided by the Investment Manager at the June 21, 2023 and prior meetings relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, information about 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 Advisory 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 Investment Manager’s oversight of the performance by the Subadviser of its portfolio management duties; (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 Advisory 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, telephonic or videoconference 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, including performing appropriate due diligence, and developing and

      

presenting 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 Advisory 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 Advisory 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.

 

The Trustees also reviewed information relating to the Subadviser’s operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing the Fund. Among other things, the Trustees reviewed 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

 

The Board considered the Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark, considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes a similar investment strategy and approach, and noted that the Board reviews on a

                   

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

   

    

 

    

 

    

 

quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy. The Board was mindful of the Investment Manager’s expertise, resources and attention to monitoring the Subadviser’s performance, investment style and risk-adjusted performance with respect to the Fund and its discussions with the management of the Fund’s subadviser during the period regarding the factors that contributed to the performance of the 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 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, 2023 was above, above, above, and below, respectively, the median performance of the Peer Group and above, above, above, and below, respectively, the performance of the Fund Benchmark, the S&P 500 Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent outperformance relative to the Peer Group and the Fund Benchmark. The Trustees also noted that the Fund ranked in the top quartile relative to the Peer Group for the 5-year period and in the top third relative to the Peer Group for the 1-year and 3-year periods. The Trustees also took into account the fact that the Fund’s subadviser, investment strategy, and Fund Benchmark changed effective March 19, 2021, and that the performance information prior to that date reflected that of the Fund’s prior subadviser and investment strategy. The Trustees considered management’s discussion that the Fund’s performance has been in line with management’s expectations since the current Subadviser assumed subadvisory responsibilities. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

ADVISORY AND SUBADVISORY FEES; FUND EXPENSES; PROFITABILITY; AND ECONOMIES OF SCALE

 

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager at the June 21, 2023 and prior meetings 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 significant risks undertaken as Investment Manager and sponsor of the Fund, including investment, operational, enterprise, entrepreneurial, litigation, regulatory and compliance risks; 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 the Fund. The Trustees also noted payments are made from the Subadviser to the Investment Manager, and other payments are made from the Investment Manager to the Subadviser. 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.

 

In considering the cost of services to be provided by the Investment Manager under the Investment Advisory Agreement and the profitability to the Investment Manager of its relationship with the Fund, the Trustees noted the undertaking by the Investment Manager to maintain a contractual expense limitation for the Fund. The Board also took into account management’s discussion of the advisory fee structure and the services the Investment Manager provides in performing its functions under the Investment Advisory 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 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 considering the reasonableness of the subadvisory fee payable by the Investment Manager to the Subadviser, the Trustees reviewed information regarding the cost to the Subadviser of providing subadvisory services to the Fund and the resulting profitability from the relationship. 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 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.

 

The Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were both rated in the Average rating level of the Fund’s Peer Group. The Trustees noted that the rating level corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.68%. 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 Advisory 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 Advisory Agreement and the Subadvisory Agreement and (b) 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

                   

 

 

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

   

    

 

    

 

    

 

of the Investment Advisory Agreement and the Subadvisory Agreement would be in the best interests of the Fund and its shareholders.      Accordingly, on June 21, 2023, the Trustees, and separately a majority of the Independent Trustees,        voted to approve the Investment Advisory Agreement and the Subadvisory Agreement for the Fund.

 

 

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LOGO

 

    

 

   

 

    

 

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

DISTRIBUTOR

AMG Distributors, Inc.

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

SUBADVISER

Montrusco Bolton Investments, Inc.

1501 McGill College Avenue Suite 1200

Montreal, QC H3A 3M8

Canada

    

CUSTODIAN

The Bank of New York Mellon

Mutual Funds Custody

6023 Airport Road

Oriskany, NY 13424

 

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street Boston, MA 02199-3600

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

AMG Funds

Attn: 534426 AIM 154-0520

500 Ross Street

Pittsburgh, PA 15262

800.548.4539

      

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 800.548.4539. 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 wealth.amg.com.

 

A description of the policies and procedures the Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding the Fund’s proxy voting record for the 12-month period ended June 30, call 800.548.4539 or visit the SEC website at sec.gov.

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Fund’s portfolio holdings on Form N-PORT are available on the SEC’s website at sec.gov and the Fund’s website at wealth.amg.com. To review a complete list of the Fund’s portfolio holdings, or to view the most recent semi-annual report or annual report, please visit wealth.amg.com.

           

 

 

 

 

 
wealth.amg.com          


Table of Contents

LOGO

 

    

        

 

 

BALANCED FUNDS

 

AMG GW&K Global Allocation

GW&K Investment Management, LLC

 

EQUITY FUNDS

 

AMG Beutel Goodman International
Equity

Beutel, Goodman & Company Ltd.

 

AMG Boston Common Global Impact

Boston Common Asset Management, LLC

 

AMG Frontier Small Cap Growth

Frontier Capital Management Co., LLC

 

AMG GW&K Small Cap Core

AMG GW&K Small Cap Value

AMG GW&K Small/Mid Cap Core

AMG GW&K Small/Mid Cap Growth

AMG GW&K Emerging Markets
Equity

AMG GW&K Emerging Wealth Equity

AMG GW&K International Small Cap

GW&K Investment Management, LLC

 

AMG Montrusco Bolton Large Cap
Growth

Montrusco Bolton Investments, Inc.

 

AMG Renaissance Large Cap
Growth

The Renaissance Group LLC

      

AMG River Road Dividend All Cap
Value

AMG River Road Focused
Absolute Value

AMG River Road International
Value Equity

AMG River Road Large Cap Value
Select

AMG River Road Mid Cap Value

AMG River Road Small-Mid Cap
Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

 

AMG TimesSquare Emerging
Markets Small Cap

AMG TimesSquare Global Small
Cap

AMG TimesSquare International
Small Cap

AMG TimesSquare Mid Cap
Growth

AMG TimesSquare Small Cap
Growth

TimesSquare Capital Management, LLC

 

AMG Veritas Asia Pacific

AMG Veritas China

AMG Veritas Global Focus

AMG Veritas Global Real Return

Veritas Asset Management LLP

 

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Global

AMG Yacktman Special
Opportunities

Yacktman Asset Management LP

       

FIXED INCOME FUNDS

 

AMG Beutel Goodman Core Plus
Bond

Beutel, Goodman & Company Ltd.

 

AMG GW&K Core Bond ESG

AMG GW&K Enhanced Core
Bond ESG

AMG GW&K ESG Bond

AMG GW&K High Income

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced
Yield

GW&K Investment Management, LLC

                    
                    
                    
                    
                    
                    
                    
                    
                    
                    

 

 

 

 
wealth.amg.com            103123              AR087


Table of Contents

LOGO

 

  

ANNUAL REPORT

 

      
       

 

 

    

AMG Funds

 

October 31, 2023

 
     LOGO
 
     AMG Beutel Goodman Core Plus Bond Fund
     Class N: ADBLX    |    Class I: ADLIX    |    Class Z: ADZIX
 
     AMG Beutel Goodman International Equity Fund
     Class N: APINX    |    Class I: APCTX    |    Class Z: APCZX
 
    
    

 

 

 

 

 

 

 

wealth.amg.com    

 

     

 

103123             AR086

 


Table of Contents


Table of Contents
    

    

AMG Funds

Annual Report — October 31, 2023

 

       

 

 
           
       TABLE OF CONTENTS    PAGE  
   

 

 
   

LETTER TO SHAREHOLDERS

     2  
 
   

ABOUT YOUR FUND’S EXPENSES

     3  
 
    PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS   
 
   

AMG Beutel Goodman Core Plus Bond Fund

     4  
 
   

AMG Beutel Goodman International Equity Fund

     14  
 
    FINANCIAL STATEMENTS   
 
   

Statement of Assets and Liabilities

     20  
 
   

Balance sheets, net asset value (NAV) per share computations
and cumulative distributable earnings (loss)

  
 
   

Statement of Operations

     22  
 
   

Detail of sources of income, expenses, and realized and
unrealized gains (losses) during the fiscal year

  
 
   

Statements of Changes in Net Assets

     23  
 
   

Detail of changes in assets for the past two fiscal years

  
 
   

Financial Highlights

     24  
 
   

Historical net asset values per share, distributions, total returns, income
and expense ratios, turnover ratios and net assets

  
 
   

Notes to Financial Statements

     30  
 
   

Accounting and distribution policies, details of agreements and
transactions with Fund management and affiliates, and descriptions of
certain investment risks

  
 
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      37  
 
    OTHER INFORMATION      38  
 
    TRUSTEES AND OFFICERS      39  
 
    ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS      41  
   

    

  

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 Funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

 

 

 

 


Table of Contents
LOGO   Letter to Shareholders
        
      

Dear Shareholder:

We are pleased to provide this annual report for your investment with AMG Funds. Our foremost goal is to provide investment solutions that help our shareholders successfully achieve their long-term investment goals. We appreciate the privilege of providing you with investment tools.

The most recent fiscal year ended October 31, 2023, resulted in mixed returns for risk assets as global equity markets wrestled with tighter monetary policy, increased geopolitical tension, instability in the regional banking sector, and political handwringing over the U.S. debt ceiling. Bonds struggled to move higher as global central banks raised interest rates to cool the economy and bring down inflation. Relative to the prior year, 2023 brought a more favorable environment based on the optimism that easing inflation would allow the U.S. Federal Reserve (the “Fed”) to pause the interest rate hiking cycle and deliver an economic soft landing.

The S&P 500® Index gained 10.14% for the fiscal year, despite experiencing a pullback in the final three months of the period. Large-cap stocks diverged meaningfully from small-cap stocks, particularly driven by a handful of mega-cap technology and consumer discretionary stocks. The Russell 1000® Index gained 9.48% compared to the -8.56% return for the Russell 2000® Index. Only five of eleven sectors posted positive returns, with communications services (+36.06%), information technology (+33.15%), and consumer discretionary (+8.87%) leading the way. The weakest sectors were utilities (-7.72%), real estate (-6.57%), and health care (-4.64%). The strength in information technology drove Growth stocks to strongly outperform Value stocks with the Russell 1000® Growth Index gaining 18.95% compared to a 0.13% return for the Russell 1000® Value Index. Outside the U.S., foreign equity markets outperformed domestic equities, delivering a 12.07% return, as measured by the MSCI All Country World Index (ACWI) ex USA benchmark.

The Bloomberg U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, managed to generate a modest 0.36% return over the period as the Fed raised interest rates and the 10-year Treasury yield reached its highest point since 2008, resulting in longer-duration bonds underperforming. Investment-grade corporate bonds gained 2.77% for the year, while agency mortgage-backed securities fell -0.82%. High yield bonds were the best performing sector with a 6.23% return as measured by the return of the Bloomberg U.S. Corporate High Yield Bond Index. Municipal bonds outperformed the broader market with a 2.64% gain for the Bloomberg Municipal Bond Index.

AMG Funds provides access to a distinctive array of actively managed return-oriented investment strategies. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit. For more information about AMG Funds’ wide range of products and resources, please visit wealth.amg.com. We thank you for your investment and continued trust in AMG Funds.

Respectfully,

 

LOGO

Keitha Kinne

President

AMG Funds

 

        Periods ended  
Average Annual Total Returns   October 31, 2023*  
Stocks:        1 Year     3 Years     5 Years  

Large Cap

  (S&P 500® Index)     10.14     10.36     11.01

Small Cap

  (Russell 2000® Index)     (8.56 )%      3.95     3.31

International

  (MSCI ACWI ex USA)     12.07     3.03     3.46

Bonds:

                           

Investment Grade

  (Bloomberg U.S. Aggregate Bond Index)     0.36     (5.57 )%      (0.06 )% 

High Yield

  (Bloomberg U.S. Corporate High Yield Bond Index)     6.23     1.19     3.05

Tax-exempt

  (Bloomberg Municipal Bond Index)     2.64     (2.48 )%      1.00

Treasury Bills

  (ICE BofAML U.S. 6-Month Treasury Bill Index)     4.88     1.83     1.90

*Source: FactSet. Past performance is no guarantee of future results.

 

 

 

2


Table of Contents
    

 

    

    

About Your Fund’s Expenses

 

     
      

 

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 section of the following table provides information about the actual account values and

    

actual expenses. You may use the information in this section, 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 section under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

The second section 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 section 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
  October 31, 2023
  Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/23
  Ending
Account
Value
10/31/23
  Expenses
Paid
During
the Period*

AMG Beutel Goodman Core Plus Bond Fund

Based on Actual Fund Return

Class N

  0.68%   $1,000     $929       $3.31

Class I

  0.48%   $1,000     $930     $2.33

Class Z

  0.43%   $1,000     $930     $2.09

Based on Hypothetical 5% Annual Return

Class N

  0.68%   $1,000     $1,022     $3.47

Class I

  0.48%   $1,000     $1,023     $2.45

Class Z

  0.43%   $1,000     $1,023     $2.19

AMG Beutel Goodman International Equity Fund

Based on Actual Fund Return

Class N

  1.16%   $1,000     $899     $5.55

Class I

  0.86%   $1,000     $901     $4.12

Class Z

  0.76%   $1,000     $901     $3.64

Based on Hypothetical 5% Annual Return

Class N

  1.16%   $1,000     $1,019     $5.90

Class I

  0.86%   $1,000     $1,021     $4.38

Class Z

  0.76%   $1,000     $1,021     $3.87

 

  *

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 (184), then divided by 365.

 

 

 

3


Table of Contents
    

 

    

AMG Beutel Goodman Core Plus Bond Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

For the 12 months ended October 31, 2023, AMG Beutel Goodman Core Plus Bond Fund (the “Fund”) Class N shares returned -0.68%, compared with the 0.36% return for the Bloomberg U.S. Aggregate Bond Index (the “Index”).

 

MARKET OVERVIEW

 

The reporting period was characterized by elevated volatility in bond markets amid the global central bank tightening cycle. Inflation is down significantly from the peaks of 2022, and further rate hikes now look relatively unlikely unless prices start to rise again.

 

The year began with renewed optimism that bond markets would bounce back after a difficult year in 2022. For the first few months of 2023, that was the case, as the Index returned 2.09% for the six months ended June 30, 2023.

 

However, the third quarter of 2023 was not kind to fixed income investors as bonds sold off dramatically across the curve. The Index fell into negative territory during the third quarter of 2023 with a return of (3.23)%. The extent of the decline in this period caused the year-to-date returns for the Index to turn negative, and this has increased the likelihood that bond markets could produce a third consecutive negative annual return by the end of 2023.

 

The 2-year/10-year U.S. Treasury curve remains inverted, but in recent months has started to steepen. Since the deep inversion in early July of this

       

year, rates have continued to rise at the front end of the curve, but also at the back end—to an even greater extent—resulting in a “bear steepener.” This occurs when long-term interest rates increase at a faster rate than short-term rates, which is a relatively rare phenomenon, particularly when an economy is slowing down. Two-year U.S. Treasury yields reached 5.08% at the end of the reporting period, the highest level since 2006, while 10-year Treasury yields increased to 4.93%, the highest point since 2007.

 

PERFORMANCE REVIEW

 

The Fund’s long-duration position detracted from performance over the reporting period as yields rose. Curve positioning was negative over the period, mainly due to the portfolio’s overweight in 10-year bonds, which underperformed during the third quarter bear steepening. The Fund’s overweight to corporate bonds and high yield allocation both contributed positively to performance during the reporting period.

 

OUTLOOK

 

In our view, bond markets have fully embraced the soft-landing scenario, as well as the prospect of higher-for-longer interest rates. There is some validity to this position; however, the extent to which markets have priced in these outcomes may be excessive. We don’t expect these narratives to fade until economic data weakens, which we expect in the fourth quarter of 2023 and to continue through the first half of 2024. It is also possible that there is

       

continued resilience in the economy as the labor market is tight and fiscal spending remains exceptionally high. Macro forecasting has proven especially difficult in the post-pandemic period, and although a soft landing is certainly a possibility, so too is a longer economic contraction, particularly in more interest rate sensitive economies such as Canada, Europe, and the U.K.

 

Despite the uncertainty, our current base case remains that this hiking cycle is effectively at an end and the economy is slowing down. Rate hikes historically take time to impact the consumer, and this has been a more aggressive tightening cycle than most, which could mean consumer confidence continuing to decline into 2024. The likely economic slowdown should create enough slack to bring the labor market back into balance. However, despite this slowdown, inflation will likely continue to sit at or above central banks’ 2% target. We believe investors should prepare for a new normal of higher rates, similar to levels that were prevalent before the financial crisis of 2008, which should provide fixed income investors with solid income opportunities in the years ahead.

 

The views expressed represent the opinions of Beutel, Goodman & Company Ltd. as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

               

 

 

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Table of Contents
    

 

    

AMG Beutel Goodman Core Plus Bond Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG Beutel Goodman Core Plus Bond Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG Beutel Goodman Core Plus Bond Fund’s Class N shares on October 31, 2013, to a $10,000 investment made in the Bloomberg U.S. Aggregate Bond Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG Beutel Goodman Core Plus Bond Fund and the Bloomberg U.S. Aggregate Bond Index for the same time periods ended October 31, 2023.

 

  Average Annual Total Returns1    One
Year
  Five
Years
   Ten
Years
     Since
Inception
   Inception
Date

AMG Beutel Goodman Core Plus Bond Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28

Class N

   (0.68%)   (1.03%)      0.75%      1.82%    07/18/11

Class I

   (0.60%)   (0.82%)      0.98%      2.06%    07/18/11

Class Z

   (0.43%)   (0.76%)           (0.74%)    09/29/17

Bloomberg U.S. Aggregate Bond Index29

    0.36%   (0.06%)      0.88%        .1.29%    07/18/11

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 800.548.4539 or visit our website at wealth.amg.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.

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

2  As of March 24, 2021, the Fund’s Subadviser was changed to Beutel Goodman & Company Ltd. Prior to March 24, 2021, the Fund was known as the AMG Managers DoubleLine Core Plus Bond Fund and had different principal investment strategies and corresponding risks. Performance shown for periods prior to March 24, 2021, reflects the performance and investment strategies of the Fund’s previous Subadviser, DoubleLine Capital LP. The Fund’s past performance would have been different if the Fund were managed by the current Subadviser and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the Fund.

 

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

 

4  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmarks or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

5  The Fund will normally receive income which may include interest, dividends and/or capital gains, depending upon its investments. The distribution amount paid by the Fund will vary and generally depends on the amount of income the Fund earns (less expenses) on its portfolio holdings, and capital gains or losses it recognizes. A decline in the Fund’s income or net capital gains arising from its investments may reduce its distribution level.

 

6  The value of a debt security changes in response to various factors, including, for example, market-related factors, such as changes in interest rates or changes in the actual or perceived ability of an issuer to meet its obligations. Investments in debt securities are subject to, among other risks, credit risk, interest rate risk, extension risk, prepayment risk and liquidity risk.

 

7  Fixed coupon payments (cash flows) of bonds and debt securities may become less competitive with the market in periods of rising interest rates and cause bond prices to decline. During periods of increasing interest rates, the Fund may experience high levels of volatility and shareholder redemptions, and may have to sell securities at times when it would otherwise not do so, and at

 

 

 

 

5


Table of Contents
    

 

    

AMG Beutel Goodman Core Plus Bond Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

   unfavorable prices, which could reduce the returns of the Fund.

 

8  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

9  The Fund may have difficulty reinvesting payments from debtors and may receive lower rates than from its original investments.

 

10 Call risk is the possibility that an issuer may redeem a fixed income security before maturity (a call). The increased likelihood of a call may reduce the security’s price and may result in the Fund reinvesting at lower interest rates in securities with greater credit risk.

 

11 The issuer of bonds or other debt securities or a counterparty to a derivatives contract may be unable or unwilling, or may be perceived as unable or unwilling, to make timely interest, principal or settlement payments or otherwise honor its obligations.

 

12 The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

13 Investing in restricted securities (including, without limitation, Rule 144A securities) may reduce the liquidity of the Fund’s investments in the event that an adequate trading market does not exist for these securities. Limitations on the resale of restricted securities could adversely affect the marketability of the securities, and the Fund may be unable to sell the security at the desired time or price, if at all. The purchase price and subsequent valuation of restricted securities normally reflect a discount, which may be significant, from the market price of comparable unrestricted securities for which a liquid trading market exists.

 

14 Below investment grade debt securities and unrated securities of similar credit quality (commonly known as “junk bonds” or “high yield securities”) may be subject to greater levels of interest rate, credit, liquidity, and market risk than higher-rated securities. These securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments.

 

15 Investments in asset-backed and mortgage-backed securities involve risk of severe credit downgrades, loss due to prepayments that occur earlier or later than expected, illiquidity and default.

 

16 Inflation risk is the risk that the value of assets or

       

   income from investments will be worth less in the future. Inflation rates may change frequently and drastically as a result of various factors and the Fund’s investments may not keep pace with inflation, which may result in losses to Fund investors or adversely affect the real value of shareholders’ investments in the Fund. Recently, inflation levels have been at their highest point in nearly 40 years, and the U.S. Federal Reserve has begun an aggressive campaign to raise certain benchmark interest rates in an effort to combat inflation. As such, fixed income securities markets may experience heightened levels of interest rate volatility and liquidity risk. Deflation risk is the risk that the prices throughout the economy decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio.

 

17 A debtor may exercise its right to pay back a bond or other debt security earlier than expected or required during periods of decreasing interest rates.

 

18 During periods of rising interest rates, a debtor may pay back a bond or other fixed income security slower than expected or required, and the value of such security may fall.

 

19 When a quantitative model (“Model”) or information or data (“Data”) used in managing the Fund contains an error, or is incorrect or incomplete, any investment decision made in reliance on the Model or Data may not produce the desired results and the Fund may realize losses. In addition, any hedging based on a faulty Model or Data may prove to be unsuccessful. Furthermore, the success of a Model that is predictive in nature is dependent largely on the accuracy and reliability of the supplied historical data. All Models are susceptible to input errors or errors in design, which may cause the resulting output to be faulty.

 

20 The Subadviser incorporates ESG criteria into its investment process, which may result in the selection or exclusion of securities of certain issuers for reasons other than financial performance, and carries the risk that the Fund’s investment returns may underperform funds that do not incorporate ESG factors into their investment process. The incorporation of ESG criteria into the investment process may affect the Fund’s investment exposure to certain companies, sectors, regions, countries or types of investments, which could negatively impact the Fund’s performance depending on whether such investments are in or out of favor. Applying ESG criteria to investment decisions is qualitative and subjective by nature, and there is no guarantee that the criteria utilized by the Subadviser or any judgment exercised by the Subadviser will improve the financial

       

   performance of the Fund or reflect the beliefs or values of any particular investor. ESG standards differ by region and industry, and a company’s ESG practices or the Subadviser’s assessment of a company’s ESG practices may change over time.

 

21 Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.

 

22 Investments in emerging markets are subject to the general risks of foreign investments, as well as additional risks which can result in greater price volatility. Such additional risks include the risk that markets in emerging market countries are typically less developed and less liquid than markets in developed countries and such markets are subjected to increased economic, political, or regulatory uncertainties.

 

23 Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

24 The withdrawal of U.S. and other government support to stabilize and support financial markets, including an increase in interest rates in the U.S. or elsewhere, or investor perceptions that this support may be withdrawn, could cause an increase in volatility in certain financial markets or constrict the availability of credit and liquidity, which could adversely affect the value and liquidity of certain securities.

 

25 The use of derivatives involves costs, the risk that the value of derivatives may not correlate perfectly with their underlying assets, rates or indices, liquidity risk, and the risk of mispricing or improper valuation. The use of derivatives may not succeed for various reasons, and the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

 

26 There is no guarantee that hedging strategies will be successful. For example, changes in the value of a hedging transaction may not completely offset changes in the value of the assets and liabilities being hedged. Hedging transactions involve costs and may result in losses.

 

27 Obligations issued by some U.S. Government agencies, authorities, instrumentalities, or sponsored enterprises such as Government National Mortgage Association (“GNMA”) are backed by the full faith and credit of the U.S. Government, while obligations issued by others, such as Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), and

 

 

6


Table of Contents
    

 

    

AMG Beutel Goodman Core Plus Bond Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

   Federal Home Loan Banks (“FHLBs”), are not backed by the full faith and credit of the U.S. Government and are backed solely by the entity’s own resources or by the ability of the entity to borrow from the U.S. Treasury. If one of these agencies defaults on a loan, there is no guarantee that the U.S. Government will provide financial support.

 

28 Factors unique to the municipal bond market may negatively affect the value of municipal bonds.

 

29 The Bloomberg 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 U.S. Aggregate Bond Index is unmanaged, is not available for investment and does not incur expenses.

 

“Bloomberg®” and any Bloomberg index described herein are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”), the administrator of the index (collectively, “Bloomberg”) and have been licensed

       

for use for certain purposes by AMG Funds LLC. Bloomberg is not affiliated with AMG Funds LLC, and Bloomberg does not approve, endorse, review, or recommend the fund described herein. Bloomberg does not guarantee the timeliness, accurateness, or completeness of any data or information relating to such fund.

 

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

 

 

7


Table of Contents
    

 

    

AMG Beutel Goodman Core Plus Bond Fund

Fund Snapshots (unaudited)

October 31, 2023

 

   

    

 

      

 

PORTFOLIO BREAKDOWN

 

    Category    % of
Net Assets
 

U.S. Government and Agency Obligations

       56.2     
 

Corporate Bonds and Notes

       35.5
 

Mortgage-Backed Securities

       4.2
 

Floating Rate Senior Loan Interests

       1.9
 

Municipal Bonds

       0.3
 

Common Stocks

       0.0 1  
    

Short-Term Investments

       2.6
 

Other Assets, less Liabilities2

       (0.7 )

 

1 

Less than 0.05%.

2 

Includes appreciation on forwards.

 

    Rating    % of Market Value1
 

U.S. Government and Agency Obligations

       57.9     
 

Aaa/AAA

       0.4
 

Aa/AA

       5.5
 

A

       14.1
 

Baa/BBB

       18.7
 

Ba/BB

       3.2
 

B

       0.2

 

1  Includes market value of long-term fixed-income securities only.

   

TOP TEN HOLDINGS

    Security Name    % of
Net Assets
 

U.S. Treasury Notes, 3.500%, 02/15/33

       18.5     
 

U.S. Treasury Notes, 3.875%, 08/15/33

       7.9
 

U.S. Treasury Notes, 2.750%, 05/31/29

       6.6
 

FNMA, 2.140%, 10/01/29

       3.2
 

U.S. Treasury Bonds, 3.000%, 08/15/52

       3.0
 

FHLMC REMICS, Series 4934, Class P, 2.500%, 11/15/40

       2.6
 

Bank of America Corp., 4.376%, 04/27/28

       2.3
 

U.S. Treasury Bonds, 1.875%, 02/15/41

       2.2
 

FNMA, 2.260%, 01/01/30

       2.2
 

Mileage Plus Holdings LLC, Initial Term Loan, 10.800%, 06/21/27

       1.9
      

 

 

 

 

Top Ten as a Group

           50.4
    

 

 

 

 

 

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- or higher. Below investment grade ratings are credit ratings of BB+ or lower. Investments designated N/R are not rated by any of the rating agencies. 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.

 

 

8


Table of Contents
    

 

    

AMG Beutel Goodman Core Plus Bond Fund

Schedule of Portfolio Investments

October 31, 2023

 

   

    

 

      

 

      Principal
Amount
     Value  

Corporate Bonds and Notes - 35.5%

 

  

Financials - 11.1%

 

  

Air Lease Corp. 5.850%, 12/15/27

   $ 1,000,000      $ 977,148  

Avolon Holdings Funding, Ltd. (Cayman Islands) 3.250%, 02/15/271

     1,000,000        880,474  

Bank of America Corp.

(4.376% to 04/27/27 then SOFR + 1.580%), 4.376%, 04/27/282,3

     3,000,000        2,800,451  

(5.872% to 09/15/33 then SOFR + 1.840%), 5.872%, 09/15/342,3

     1,000,000        941,673  

Bank of Montreal (Canada)
(3.803% to 12/15/27 then USD Swap 5 year + 1.432%), 3.803%, 12/15/322,3

     1,785,000        1,546,979  

HSBC Holdings PLC (United Kingdom)
(2.206% to 08/17/28 then SOFR + 1.285%), 2.206%, 08/17/292,3

     500,000        406,810  

Intact Financial Corp. (Canada)
5.459%, 09/22/321

     2,000,000        1,852,227  

Morgan Stanley
(6.296% to 10/18/27 then SOFR + 2.240%), 6.296%, 10/18/282,3

     2,000,000        1,996,404  

The Toronto-Dominion Bank (Canada)
(8.125% to 10/31/27 then U.S. Treasury Yield Curve CMT 5 year + 4.075%), 8.125%, 10/31/822,3

     2,325,000        2,280,969  

Total Financials

        13,683,135  

Industrials - 19.9%

 

  

Albertsons Cos. Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC 6.500%, 02/15/281

     1,000,000        981,793  

American Airlines Inc/AAdvantage Loyalty IP, Ltd. 5.500%, 04/20/261

     2,083,333        2,025,934  

Burlington Northern Santa Fe LLC
4.450%, 01/15/53

     500,000        387,075  

Canadian National Railway Co. (Canada)
6.125%, 11/01/53

     500,000        499,234  

Canadian Pacific Railway Co. (Canada)
7.125%, 10/15/31

     600,000        634,139  

Coca-Cola Femsa SAB de CV (Mexico)
2.750%, 01/22/30

     1,000,000        841,185  

Columbia Pipelines Operating Co. LLC
6.036%, 11/15/331

     1,989,000        1,888,845  

6.544%, 11/15/531

     1,000,000        918,528  

Delta Air Lines, Inc. 7.000%, 05/01/251

     500,000        502,133  

Delta Air Lines, Inc./SkyMiles IP, Ltd. 4.750%, 10/20/281

     1,000,000        939,982  

Element Fleet Management Corp. (Canada)
6.271%, 06/26/261

     1,000,000        994,437  
      Principal
Amount
     Value  

Enbridge, Inc. (Canada)
Series NC5
(8.250% to 01/15/29 then U.S. Treasury Yield Curve CMT 5 year + 3.785%), 8.250%, 01/15/842,3

   $ 2,000,000      $ 1,917,154  

Ford Credit Canada Co. (Canada) 7.000%, 02/10/264

     2,000,000        1,450,326  

Hyundai Capital America 6.250%, 11/03/251

     1,000,000        999,854  

JBS USA LUX, S.A./JBS USA Food Co./JBS Luxembourg S.A.R.L 6.750%, 03/15/341

     500,000        468,540  

Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets, Ltd.
6.500%, 06/20/271

     1,593,750        1,574,430  

OAS Finance, Ltd. (Virgin Islands, British)
8.875%, 11/30/233,5,6,7

     600,000        0  

8.875%, 12/01/231,3,5,6,7

     400,000        0  

Organon & Co/Organon Foreign Debt Co. Issuer, B.V. 4.125%, 04/30/281

     1,000,000        863,760  

Penske Truck Leasing Co. LP/PTL Finance Corp.
6.200%, 06/15/301

     1,000,000        975,641  

Pilgrim’s Pride Corp.
6.250%, 07/01/33

     500,000        459,498  

Smithfield Foods, Inc. 4.250%, 02/01/271

     1,500,000        1,377,117  

Suncor Energy, Inc. (Canada)
7.150%, 02/01/32

     400,000        412,727  

T-Mobile USA, Inc.
5.750%, 01/15/34

     980,000        929,770  

TTX Co.
5.500%, 09/25/261

     2,000,000        1,983,144  

Vodafone Group PLC (United Kingdom)
7.875%, 02/15/30

     450,000        483,520  

Total Industrials

        24,508,766  

Utilities - 4.5%

 

  

Consolidated Edison Co. of New York, Inc.
6.150%, 11/15/52

     1,000,000        951,029  

Duke Energy Progress LLC
5.350%, 03/15/53

     1,000,000        851,392  

The East Ohio Gas Co.
3.000%, 06/15/501

     1,700,000        923,609  

Florida Power & Light Co.
2.875%, 12/04/51

     1,500,000        850,571  

Tampa Electric Co. 3.625%, 06/15/50

     1,475,000        938,038  
 

 

 

 

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

9


Table of Contents

 

AMG Beutel Goodman Core Plus Bond Fund

Schedule of Portfolio Investments (continued)

 

    

 

     

Principal

Amount

     Value  

Utilities - 4.5% (continued)

     

Tucson Electric Power Co.
4.000%, 06/15/50

     $1,425,000        $950,945  

Total Utilities

        5,465,584  

Total Corporate Bonds and Notes

     

(Cost $49,345,542)

        43,657,485  

Mortgage-Backed Securities - 4.2%

     

Citigroup Commercial Mortgage Trust

     

Series 2016-GC36, Class B
4.746%, 02/10/493

     763,000        624,595  

Series 2019-GC43, Class A2
2.982%, 11/10/52

     514,000        488,440  

Commercial Mortgage Pass Through Certificates

     

Series 2015-LC23, Class C
4.546%, 10/10/483

     585,000        521,250  

Series 2016-CR28, Class C
4.605%, 02/10/493

     726,000        623,479  

CSAIL Commercial Mortgage Trust

     

Series 2017-CX10, Class B

3.892%, 11/15/503

     506,000        412,126  

GSCG Trust

     

Series 2019-600C, Class D

3.764%, 09/06/341

     862,000        258,600  

JPMBB Commercial Mortgage Securities Trust

     

Series 2014-C23, Class C
4.483%, 09/15/473

     330,824        302,175  

Series 2014-C25, Class C
4.433%, 11/15/473

     450,000        371,814  

Series 2015-C33, Class C
4.636%, 12/15/483

     670,000        543,784  

JPMDB Commercial Mortgage Securities Trust Series 2020-COR7, Class C
3.722%, 05/13/533

     496,000        269,098  

Wells Fargo Commercial Mortgage Trust

     

Series 2016-C33, Class C
3.896%, 03/15/59

     517,000        425,414  

Series 2019-C49, Class C
4.866%, 03/15/523

     350,000        289,567  

Total Mortgage-Backed Securities

     

(Cost $6,741,821)

        5,130,342  

Municipal Bonds - 0.3%

     

California State General Obligation, School Improvements, Build America Bonds 7.550%, 04/01/39

     330,000        376,560  

Total Municipal Bonds

     

(Cost $465,226)

        376,560  
U.S. Government and Agency Obligations - 56.2%      

Fannie Mae - 11.5%

     

FNMA,
2.140%, 10/01/29

     7,000,000        5,852,493  

2.260%, 01/01/30

     3,200,000        2,646,317  

3.000%, 03/01/45

     608,330        506,054  
     
     

Principal

Amount

     Value  

FNMA,
3.500%, 12/01/31 to 01/01/32

     $201,878        $187,844  

4.000%, 09/01/31 to 06/01/42

     61,238        56,242  

FNMA REMICS,

     

Series 2010-156, Class ZC
4.000%, 01/25/41

     440,593        319,395  

Series 2011-121, Class JP
4.500%, 12/25/41

     48,057        44,541  

Series 2012-127, Class PA
2.750%, 11/25/42

     555,149        484,814  

Series 2012-20, Class ZT
3.500%, 03/25/42

     2,313,213        2,010,588  

Series 2012-31, Class Z
4.000%, 04/25/42

     735,351        664,205  

Series 2015-9, Class HA
3.000%, 01/25/45

     1,470,278        1,321,039  

Total Fannie Mae

        14,093,532  

Freddie Mac - 4.8%

     

FHLMC,
3.000%, 04/01/47

     827,682        687,500  

FHLMC Gold,
3.000%, 07/01/45 to 08/01/45

     1,754,607        1,461,828  

3.500%, 10/01/42

     207,765        175,492  

4.000%, 10/01/41

     17,379        14,951  

5.000%, 07/01/35

     6,723        6,543  

FHLMC REMICS,

     

Series 2909, Class Z 5.000%, 12/15/34

     72,590        70,120  

Series 3626, Class AZ 5.500%, 08/15/36

     45,066        43,755  

Series 3792, Class SE
(9.631% minus 2 times 1 month SOFR, Cap 9.860%, Floor 0.000%), 0.000%, 01/15/413

     18,651        9,308  

Series 3872, Class BA 4.000%, 06/15/41

     11,592        10,689  

Series 3894, Class ZA 4.500%, 07/15/41

     22,986        21,330  

Series 3957, Class HZ 4.000%, 11/15/41

     319,769        288,467  

Series 4934, Class P 2.500%, 11/15/40

     3,790,621        3,189,545  

Total Freddie Mac

        5,979,528  

Ginnie Mae - 0.2%

     

GNMA,

     

Series 2004-35, Class SA
(31.756% minus 6.5 times 1 month SOFR, Cap 32.500%, Floor 0.000%), 0.000%, 03/20/343

     7,446        6,979  

Series 2009-32, Class ZE
4.500%, 05/16/39

     83,199        79,323  

Series 2009-35, Class DZ
4.500%, 05/20/39

     91,837        86,355  

Series 2009-75, Class GZ
4.500%, 09/20/39

     89,856        85,626  

Total Ginnie Mae

        258,283  
     
 

 

 

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

10


Table of Contents

 

AMG Beutel Goodman Core Plus Bond Fund

Schedule of Portfolio Investments (continued)

 

    

 

     

Principal

Amount

     Value  

U.S. Treasury Obligations - 39.7%

 

  

U.S. Treasury Notes,
1.875%, 02/15/32

     $400        $318  

2.750%, 05/31/29

     9,035,000        8,089,502  

3.500%, 02/15/33

     25,460,000        22,790,678  

3.875%, 08/15/33

     10,535,000        9,697,138  

4.375%, 08/31/28

     273,000        267,796  

U.S. Treasury Bonds,
1.875%, 02/15/41

     4,465,000        2,752,080  

3.000%, 08/15/52

     5,404,000        3,706,806  

3.625%, 05/15/53

     1,450,000        1,130,320  

4.125%, 08/15/53

     455,000        389,238  

Total U.S. Treasury Obligations

 

     48,823,876  

Total U.S. Government and Agency Obligations

 

  

(Cost $76,618,410)

        69,155,219  

Floating Rate Senior Loan Interests - 1.9%

 

  

Industrials - 1.9%

     

Mileage Plus Holdings LLC, Initial Term Loan, (3 month SOFR + 5.400%), 10.800%, 06/21/273

     2,250,000        2,314,688  

Total Floating Rate Senior Loan Interests

 

  

(Cost $2,351,425)

        2,314,688  
     Shares         

Common Stocks - 0.0%#

 

  

Energy - 0.0%#

     

Foresight Energy, LLC*,6
(Cost $165,688)

     202        2,939  
     
     

Principal

Amount

     Value  

Short-Term Investments - 2.6%

     

Commercial Paper - 2.6%

     

Energir LP, 5.550%, 11/06/238

     $60,000        $59,954  

PSP Capital, 5.382%, 12/15/238

     135,000        134,116  

PSP Capital, 5.451%, 01/16/248

     250,000        247,118  

PSP Capital, 5.469%, 01/19/248

     120,000        118,563  

Royal Bank, 5.511%, 01/25/248

     2,635,000        2,599,190  

Total Commercial Paper

        3,158,941  

Total Short-Term Investments

     

(Cost $3,160,997)

        3,158,941  

Total Investments - 100.7%

     

(Cost $138,849,109)

        123,796,174  

Derivatives - 0.0%#,9

        36,483  

Other Assets, less Liabilities - (0.7)%

        (938,796

Net Assets - 100.0%

        $122,893,861  
     
 

 

*

Non-income producing security.

#

Less than 0.05%.

1 

Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2023, the value of these securities amounted to $20,409,048 or 16.6% of net assets.

2 

Fixed to variable rate investment. The rate shown reflects the fixed rate in effect at October 31, 2023. Rate will reset at a future date.

3 

Variable rate security. The rate shown is based on the latest available information as of October 31, 2023. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.

4 

Principal amount stated in Canadian Dollars (CAD).

5 

Security is in default. Issuer has failed to make a timely payment of either principal or either interest or has failed to comply with some provision of the bond indenture.

6 

Security’s value was determined by using significant unobservable inputs.

7 

Perpetuity Bond. The date shown represents the next call date.

8 

Represents yield to maturity at October 31, 2023.

9 

Includes Open Forward Foreign Currency Exchange Contracts. Please refer to the Open Forward Foreign Currency Exchange Contracts table for the details.

 

CMT    Constant Maturity Treasury
FHLMC    Freddie Mac
FNMA    Fannie Mae
GNMA    Ginnie Mae
REMICS    Real Estate Mortgage Investment Conduit
SOFR    Secured Overnight Financing Rate
USD    United States Dollar
 

 

Open Forward Foreign Currency Exchange Contracts

        
  Currency                             Unrealized  
  Purchased    Amount    Currency
Sold
   Amount    Expiration    Counterparty    Appreciation  

  U.S. Dollar

   1,413,857    Canadian Dollar    1,908,000    12/28/23    CIBC World Markets Corp.      $36,483  

 

 

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

11


Table of Contents

 

AMG Beutel Goodman Core Plus Bond Fund

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 October 31, 2023:

 

    

Level 1

 

    

Level 2

 

    

Level 3

 

    

Total

 

 

Investments in Securities

           

Corporate Bonds and Notes

           

Industrials

            $24,508,766        $0        $24,508,766  

Financials

            13,683,135               13,683,135  

Utilities

            5,465,584               5,465,584  

Mortgage-Backed Securities

  

 

 

  

 

5,130,342

 

  

 

 

  

 

5,130,342

 

Municipal Bonds

  

 

 

  

 

376,560

 

  

 

 

  

 

376,560

 

U.S. Government and Agency Obligations

  

 

 

  

 

69,155,219

 

  

 

 

  

 

69,155,219

 

Floating Rate Senior Loan Interests

  

 

 

  

 

2,314,688

 

  

 

 

  

 

2,314,688

 

Common Stocks

           

Energy

                   2,939        2,939  

Short-Term Investments

           

Commercial Paper

            3,158,941               3,158,941  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

  

 

 

  

 

$123,793,235

 

  

 

$2,939

 

  

 

$123,796,174

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Derivative Instruments - Assets

           

Foreign Currency Exchange Contracts

            $36,483               $36,483  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Financial Derivative Instruments

  

 

 

  

 

$36,483

 

  

 

 

  

 

$36,483

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

All municipal bonds, U.S. government and agency obligations, and floating rate senior loan interests held in the Fund are Level 2 securities. For a detailed breakout of municipal bonds, U.S. government and agency obligations, and floating rate senior loan interests by major industry or agency classification, please refer to the Fund’s Schedule of Portfolio Investments.

The following table below is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value at October 31, 2023:

 

     Corporate
Bonds
and Notes
    Common
Stock
 

  Balance as of October 31, 2022

     $0       $7,211  

  Accrued discounts (premiums)

            

  Realized gain (loss)

           8,341  

  Change in unrealized appreciation/depreciation

     (2,500     (4,272

  Purchases

            

  Sales

           (8,341 )** 

  Transfers in to Level 3

     2,500      

  Transfers out of Level 3

            

  Balance as of October 31, 2023

     $0       $2,939  
    

  Net change in unrealized appreciation/depreciation on investments still held at October 31, 2023

     $(2,500     $(688

*A corporate bond valued at $2,500 was transferred from Level 2 to Level 3 during the fiscal year ended October 31, 2023. For the period November 1, 2022 to July 30, 2023 this security was valued using a bid price. On July 31, 2023, the security value was updated to $0 because the company that issued the bonds had declared bankruptcy and the value of the security is believed to be worthless.

**A common stock valued at $3,584 was acquired by Diversified Energy Co. and the Funds received proceeds of $8,341. Prior to the corporate action being processed, the common stock was valued using significant unobservable inputs.

 

 

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

12


Table of Contents

    

AMG Beutel Goodman Core Plus Bond Fund

Schedule of Portfolio Investments (continued)

   

    

 

      

 

The following table summarizes the quantitative inputs and assumptions used for investments categorized in Level 3 of the fair value hierarchy as of October 31, 2023. The table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Fund’s fair value measurements:

 

Quantitative Information about Level 3 Fair Value Measurements

 

   Fair Value as of
October 31, 2023
     Valuation
Technique(s)
   Unobservable
Inputs
   Range   Median   Impact to Valuation from
an Increase in Input(a)

Common Stock

   $ 2,939      Market Approach    EV/Sale Multiple    $17.98     N/A   Increase
         Comparable Peer Mark    $11.16     N/A   Increase

Corporate Bonds and Notes

     0      Market Approach
- Bid Price in
open market
   Discount Rate    100%   100%   Decrease
  

 

 

              
   $ 2,939               
  

 

 

              

 

(a) 

Represents the directional change in the fair value of the Level 3 investments that could have resulted from an increase in the corresponding input as of period end. A decrease to the unobservable input would have had the opposite effect. Significant changes in these inputs may have resulted in a significantly higher or lower fair value measurement at period end.

The following schedule shows the value of derivative instruments at October 31, 2023:

 

     Asset Derivatives    Liability Derivatives

Derivatives not accounted

for as hedging instruments

  

Statement of Assets and

Liabilities Location

   Fair Value   

Statement of Assets and

Liabilities Location

   Fair Value

Foreign currency exchange contracts

   Unrealized appreciation on foreign currency contracts    $36,483    Unrealized depreciation on foreign currency contracts   

For the fiscal year ended October 31, 2023, the effect of derivative instruments on the Statement of Operations for the Fund and the amount of realized gain/loss and unrealized appreciation/depreciation on derivatives recognized in income was as follows:

 

     Realized Gain/(Loss)    Change in Unrealized Appreciation/Depreciation

Derivatives not accounted

for as hedging instruments

   Statement of Operations Location    Realized Gain/(Loss)   

Statement of Operations

Location

   Change in Unrealized Appreciation/ Depreciation

Foreign currency exchange contracts

   Net realized gain on forward contracts    $12,205    Net change in unrealized appreciation/ depreciation on forward contracts    $36,483

 

 

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

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AMG Beutel Goodman International Equity Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

For the 12 months ended October 31, 2023, AMG Beutel Goodman International Equity Fund (the “Fund”) Class N shares returned 15.63%, compared with the 14.40% return for the MSCI EAFE Index (the “Index”).

 

MARKET OVERVIEW

 

Inflation, and the response to it by central banks worldwide, continued to be a major factor affecting international equity performance over the reporting period. Inflation has trended downward since peaking in the middle of 2022, and it appears likely the hiking cycle is ending, although that will depend on inflation’s downward trend continuing. The current economic picture in developed international markets is generally not as strong as in the U.S. In particular, growth in the eurozone and the U.K. has not shown the same robustness as the U.S. over the reporting period. That said, the performance of the Index has been strong over the reporting period, with all sectors delivering positive performance, led by the financials, consumer discretionary, and energy sectors.

       

PERFORMANCE REVIEW

 

From a sector perspective, health care, information technology, and financials were the largest detractors from the Fund’s relative performance over the period. Stock selection and an overweight in health care detracted from the Fund’s relative performance, while stock selection in information technology also detracted. Stock selection and an underweight in the financials sector also detracted from the Fund’s relative performance. Over the period, the largest individual stock detractors from Fund performance were Roche Holding AG, Gjensidige Forsikring ASA, and Smith & Nephew PLC.

 

The Fund’s top-performing sectors during the period relative to the Index were industrials and materials. More specifically, stock selection in industrials and materials contributed to the Fund’s relative performance. Having no exposure to the underperforming real estate sector also contributed positively to relative performance. Over the period,

       

the largest individual stock contributors to Fund performance were Konecranes Oyj, Heidelberg Materials AG, and IMI PLC.

 

OUTLOOK

 

Investors appear to be focused on narrow areas of the market and a handful of themes, while ignoring large parts of the market that may comprise solid but less flashy companies.

 

We believe there is potential, particularly in areas of recent excitement, of a downside re-rating in stock prices. The Fund’s portfolio trades at a sizeable discount to the overall market, which should provide some downside mitigation if this occurs.

 

The views expressed represent the opinions of Beutel, Goodman & Company Ltd. as of October 31, 2023, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

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AMG Beutel Goodman International Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG Beutel Goodman International Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG Beutel Goodman International Equity Fund’s Class N shares on April 14, 2014, to a $10,000 investment made in the MSCI EAFE Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG Beutel Goodman International Equity Fund and the MSCI EAFE Index for the same time periods ended October 31, 2023.

 

    One     Five     Since     Inception  

  Average Annual Total Returns1

 

 

Year

 

   

Years

 

   

Inception

 

   

Date

 

 

AMG Beutel Goodman International Equity Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15

 

Class N

    15.63     2.26     2.01     04/14/14  

Class I

    15.93     2.57     2.32     04/14/14  

Class Z

    16.04     2.67     0.61     09/29/17  

MSCI EAFE Index16

    14.40     4.10     3.00      04/14/14  

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 800.548.4539 or visit our website at wealth.amg.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.

 

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 October 31, 2023. All returns are in U.S. Dollars ($).

 

2  As of March 19, 2021, the Fund’s Subadviser was changed to Beutel Goodman & Company Ltd. Prior to March 19, 2021, the Fund was known as the AMG Managers Pictet International Fund and had different principal investment strategies and corresponding risks. Performance shown for periods prior to March 19, 2021, reflects the performance and investment strategies of the Fund’s previous Subadviser, Pictet Asset Management Limited. The Fund’s past performance would have been different if the Fund were managed by the current Subadviser and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the Fund.

 

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

 

4  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics, or in response to events that affect particular industries or companies.

 

5  The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.

 

6  Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur losses or underperform relative to its benchmarks or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.

 

7  Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.

 

8  Investments in emerging markets are subject to the general risks of foreign investments, as well as additional risks which can result in greater price volatility. Such additional risks include the risk that markets in emerging market countries are typically less developed and less liquid than markets in developed countries and such markets are

 

 

 

 

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AMG Beutel Goodman International Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

    subjected to increased economic, political, or regulatory uncertainties.

 

9   Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. dollar.

 

10  The stocks of large-capitalization companies are generally more mature and may not be able to reach the same levels of growth as the stocks of small- or mid-capitalization companies.

 

11  The stocks of small- and mid-capitalization companies often have greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

 

12  Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

 

13  Issuers and companies that are in similar industry sectors 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.

    

14  To the extent the Fund invests a substantial portion of its assets in a relatively small number of securities or a particular market, industry, group of industries, country, region, group of countries, asset class or sector, it generally will be subject to greater risk than a fund that invests in a more diverse investment portfolio. In addition, the value of the Fund would be more susceptible to any single economic, market, political or regulatory occurrence affecting, for example, that particular market, industry, region or sector.

 

15  The Fund is non-diversified and therefore a greater percentage of holdings may be focused in a small number of issuers or a single issuer, which can place the Fund at greater risk. Notwithstanding the Fund’s status as a “non-diversified” investment company under the Investment Company Act of 1940 (the “1940 Act”), the Fund intends to qualify as a regulated investment company accorded favorable tax treatment under the Internal Revenue Code of 1986, as amended, which imposes its own diversification requirements that are less restrictive than the requirements applicable to “diversified” investment companies under the 1940 Act. The Fund’s intention to qualify as a regulated investment company may limit its pursuit of its

     

    investment strategy and its investment strategy could limit its ability to so qualify.

 

16  The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI EAFE Index is unmanaged, is not available for investment and does not incur expenses.

 

The 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.

 

 

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AMG Beutel Goodman International Equity Fund

Fund Snapshots (unaudited)

October 31, 2023

   

    

 

      

 

PORTFOLIO BREAKDOWN

 

   Sector    % of
Net Assets
 
Health Care    18.4
 
Industrials    17.9
 
Communication Services    11.2
 
Consumer Staples    10.8
 
Financials    10.6
 
Materials    10.5
 
Energy      8.6
 
Consumer Discretionary      4.4
 
Information Technology      3.7
 
Short-Term Investments      1.5
 
Other Assets, less Liabilities      2.4

TOP TEN HOLDINGS

 

   Security Name   % of
Net Assets
 

Ampol, Ltd. (Australia)

    4.8
 

Konecranes Oyj (Finland)

    4.7
 

dormakaba Holding AG (Switzerland)

    4.5
 

Koninklijke KPN, N.V. (Netherlands)

    4.5
 

Cie Generale des Etablissements Michelin SCA (France)

    4.4
 

Carlsberg AS, Class B (Denmark)

    4.4
 

IMI PLC (United Kingdom)

    4.3
 

Smiths Group PLC (United Kingdom)

    4.3
 

Roche Holding AG (Switzerland)

    4.2
 

Akzo Nobel, N.V. (Netherlands)

    4.1
   

 

 

Top Ten as a Group

  44.2

 

 

 

 

 

 

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.

 

 

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Table of Contents

AMG Beutel Goodman International Equity Fund

Schedule of Portfolio Investments

October 31, 2023

 

    

 

      Shares      Value  

Common Stocks - 96.1%

     

Communication Services - 11.2%

 

  

Hakuhodo DY Holdings, Inc. (Japan)

     23,500        $190,707  

ITV PLC (United Kingdom)

     385,428        300,108  

Koninklijke KPN, N.V. (Netherlands)

     140,532        472,353  

Nippon Telegraph & Telephone Corp. (Japan)

     187,200        220,292  

Total Communication Services

        1,183,460  

Consumer Discretionary - 4.4%

 

  

Cie Generale des Etablissements Michelin SCA (France)

     15,544        461,788  

Consumer Staples - 10.8%

 

  

Carlsberg AS, Class B (Denmark)

     3,864        460,486  

Essity AB, Class B (Sweden)

     17,366        395,977  

Unilever PLC (United Kingdom)

     6,200        293,636  

Total Consumer Staples

        1,150,099  

Energy - 8.6%

 

  

Ampol, Ltd. (Australia)

     25,178        510,553  

TGS ASA (Norway)

     29,420        402,342  

Total Energy

        912,895  

Financials - 10.6%

 

  

DBS Group Holdings, Ltd. (Singapore)

     8,810        211,645  

Euronext, N.V. (Netherlands)1

     5,070        353,575  

Gjensidige Forsikring ASA (Norway)

     13,200        197,957  

Julius Baer Group, Ltd. (Switzerland)

     6,067        359,541  

Total Financials

        1,122,718  

Health Care - 18.4%

 

  

GSK PLC (United Kingdom)

     23,100        411,798  

Novartis AG (Switzerland)

     4,240        396,947  

Roche Holding AG (Switzerland)

     1,729        445,580  

Shionogi & Co., Ltd. (Japan)

     8,060        375,311  
      Shares      Value  

Smith & Nephew PLC (United Kingdom)

     28,404        $317,873  

Total Health Care

        1,947,509  

Industrials - 17.9%

 

  

dormakaba Holding AG (Switzerland)

     1,053        481,318  

IMI PLC (United Kingdom)

     25,705        459,067  

Konecranes Oyj (Finland)

     15,094        494,906  

Smiths Group PLC (United Kingdom)

     23,297        456,986  

Total Industrials

        1,892,277  

Information Technology - 3.7%

 

  

Atea ASA (Norway)

     38,048        395,775  

Materials - 10.5%

 

  

Akzo Nobel, N.V. (Netherlands)

     6,531        438,130  

BASF SE (Germany)

     7,031        324,883  

Heidelberg Materials AG (Germany)

     4,771        346,343  

Total Materials

        1,109,356  

Total Common Stocks

     

(Cost $12,280,214)

        10,175,877  

Short-Term Investments - 1.5%

     

Other Investment Companies - 1.5%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 5.23%2

     65,131        65,131  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 5.31%2

     97,698        97,698  

Total Short-Term Investments

     

(Cost $162,829)

        162,829  

Total Investments - 97.6%

     

(Cost $12,443,043)

        10,338,706  

Other Assets, less Liabilities - 2.4%

        254,975  

Net Assets - 100.0%

        $10,593,681  
 
1 

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 institutional buyers. At October 31, 2023, the value of this security amounted to $353,575 or 3.3% of net assets.

 

2 

Yield shown represents the October 31, 2023, 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.

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Table of Contents

AMG Beutel Goodman International Equity Fund

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 October 31, 2023:

 

     Level 1      Level 21      Level 3      Total  

Investments in Securities

           

Common Stocks

           

Health Care

            $1,947,509               $1,947,509  

Industrials

            1,892,277               1,892,277  

Communication Services

            1,183,460               1,183,460  

Consumer Staples

            1,150,099               1,150,099  

Financials

            1,122,718               1,122,718  

Materials

            1,109,356               1,109,356  

Energy

            912,895               912,895  

Consumer Discretionary

            461,788               461,788  

Information Technology

     $395,775                      395,775  

Short-Term Investments

           

Other Investment Companies

     162,829                      162,829  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

  

 

$558,604

 

  

 

$9,780,102

 

  

 

 

  

 

$10,338,706

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

1 

An external pricing service is used to reflect any impact on security value due to market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets.

For the fiscal year ended October 31, 2023, there were no transfers in or out of Level 3.

The country allocation in the Schedule of Portfolio Investments at October 31, 2023, was as follows:

 

 Country    % of Long-Term
Investments

 Australia

       5.0

 Denmark

       4.5

 Finland

       4.9

 France

       4.5

 Germany

       6.6

 Japan

       7.7

 Netherlands

     12.4

 Norway

       9.8

 Singapore

       2.1

 Sweden

       3.9

 Switzerland

     16.6

 United Kingdom

     22.0
  

 

     100.0
  

 

 

 

 

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

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Table of Contents

Statement of Assets and Liabilities

October 31, 2023

 

    

 

     AMG
Beutel Goodman
Core Plus

Bond Fund
  AMG
Beutel Goodman
International

Equity Fund

 Assets:

    

 Investments at value1

     $123,796,174           $10,338,706    

 Foreign currency2

           32,047  

 Receivable for investments sold

     1,366,339        

 Dividend and interest receivables

     1,043,682       306,331  

 Securities lending income receivable

     149       45  

 Receivable for Fund shares sold

     64,656        

 Receivable from affiliate

     12,500       10,850  

 Unrealized appreciation on foreign currency contracts

     36,483        

 Prepaid expenses and other assets

     13,821       6,252  

 Total assets

     126,333,804       10,694,231  

 Liabilities:

    

 Payable for investments purchased

     2,994,208        

 Payable for Fund shares repurchased

     57,522       52,682  

 Due to custodian

     260,222        

 Accrued expenses:

    

 Investment advisory and management fees

     22,128       4,957  

 Administrative fees

     14,431       1,377  

 Distribution fees

     3,540       245  

 Shareholder service fees

     4,033       809  

 Other

     83,859       40,480  

 Total liabilities

     3,439,943       100,550  

 Commitments and Contingencies (Notes 2 & 6)

    

 Net Assets

     $122,893,861       $10,593,681  

 1 Investments at cost

     $138,849,109       $12,443,043  

 2 Foreign currency at cost

           $32,814  

 

 

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

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Statement of Assets and Liabilities (continued)

 

    

 

     AMG
Beutel Goodman
Core Plus

Bond Fund
  AMG
Beutel Goodman
International

Equity Fund

 Net Assets Represent:

    

 Paid-in capital

     $178,452,895           $84,859,590      

 Total distributable loss

     (55,559,034     (74,265,909

 Net Assets

     $122,893,861       $10,593,681  

 Class N:

    

 Net Assets

     $15,786,633       $1,133,359  

 Shares outstanding

     1,903,814       122,292  

 Net asset value, offering and redemption price per share

     $8.29       $9.27  

 Class I:

    

 Net Assets

     $105,483,002       $7,620,204  

 Shares outstanding

     12,734,523       833,658  

 Net asset value, offering and redemption price per share

     $8.28       $9.14  

 Class Z:

    

 Net Assets

     $1,624,226       $1,840,118  

 Shares outstanding

     195,856       202,569  

 Net asset value, offering and redemption price per share

     $8.29       $9.08  

 

 

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

21


Table of Contents

 

Statement of Operations

For the fiscal year ended October 31, 2023

 

    

 

     AMG
Beutel Goodman
Core Plus

Bond Fund
  AMG
Beutel Goodman
International
Equity Fund

 Investment Income:

    

 Dividend income

     $11,019           $487,305    

 Interest income

     5,472,226        

 Securities lending income

     1,829       647  

 Foreign withholding tax

           (49,462

 Total investment income

     5,485,074       438,490  

 Expenses:

    

 Investment advisory and management fees

     297,605       71,156  

 Administrative fees

     194,090       19,765  

 Distribution fees - Class N

     51,325       3,694  

 Shareholder servicing fees - Class N

           2,217  

 Shareholder servicing fees - Class I

     53,108       9,344  

 Professional fees

     70,708       31,098  

 Registration fees

     32,084       34,792  

 Custodian fees

     29,981       33,157  

 Reports to shareholders

     26,520       5,083  

 Trustee fees and expenses

     9,561       919  

 Transfer agent fees

     4,457       469  

 Interest expense

     1,554       934  

 Miscellaneous

     9,452       3,121  

 Total expenses before offsets

     780,445       215,749  

 Expense reimbursements

     (118,067     (99,415

 Net expenses

     662,378       116,334  
    

 Net investment income

     4,822,696       322,156  

 Net Realized and Unrealized Gain (Loss):

    

 Net realized loss on investments

     (18,239,087     (675,998 )1  

 Net realized gain on forward contracts

     12,205        

 Net realized gain (loss) on foreign currency transactions

     3,180       (10,295

 Net change in unrealized appreciation/depreciation on investments

     14,816,212       2,772,194  

 Net change in unrealized appreciation/depreciation on forward contracts

     36,483        

 Net change in unrealized appreciation/depreciation on foreign currency translations

     (452     29,780  

 Net realized and unrealized gain (loss)

     (3,371,459     2,115,681  
    

 Net increase in net assets resulting from operations

     $1,451,237       $2,437,837  

 

1 

Includes a non-recurring securities litigation gain of $246,591.

 

 

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

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Table of Contents
    

 

 

Statements of Changes in Net Assets

For the fiscal years ended October 31,

 

   

    

 

      

 

 

     AMG
Beutel Goodman
Core Plus Bond Fund
    AMG
Beutel Goodman
International Equity Fund
 
     2023     2022     2023     2022  

 Increase (Decrease) in Net Assets Resulting From Operations:

        

 Net investment income

     $4,822,696       $5,832,011       $322,156       $833,625  

 Net realized loss on investments

     (18,223,702     (10,539,235)       (686,293     (4,020,192)  

 Net change in unrealized appreciation/depreciation on investments

     14,852,243       (33,813,542)       2,801,974       (6,435,890)  
        

 Net increase (decrease) in net assets resulting from operations

     1,451,237       (38,520,766)       2,437,837       (9,622,457)  

 Distributions to Shareholders:

        

 Class N

     (824,507     (876,703     (80,760)        

 Class I

     (4,464,223     (5,652,369     (428,061     (1,104,515

 Class Z

     (112,682     (377,513     (110,158     (84,662
        

 Total distributions to shareholders

     (5,401,412     (6,906,585     (618,979     (1,189,177

 Capital Share Transactions:1

        

 Net decrease from capital share transactions

     (44,019,609     (51,152,715     (6,211,936     (39,925,200
        

 Total decrease in net assets

     (47,969,784     (96,580,066     (4,393,078     (50,736,834

 Net Assets:

        

 Beginning of year

     170,863,645       267,443,711       14,986,759       65,723,593  
        

 End of year

     $122,893,861       $170,863,645       $10,593,681       $14,986,759  

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

 

 

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

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AMG Beutel Goodman Core Plus Bond Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,  
Class N     2023      2022      2021      2020      2019  

 Net Asset Value, Beginning of Year

     $8.69       $10.72       $10.76       $10.74       $10.23  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.32       0.24       0.20       0.27       0.34  

 Net realized and unrealized gain (loss) on investments

     (0.36     (1.97     0.03       0.05       0.53  
          

 Total income (loss) from investment operations

     (0.04     (1.73     0.23       0.32       0.87  

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.36     (0.30     (0.27     (0.30     (0.36

 Net Asset Value, End of Year

     $8.29       $8.69       $10.72       $10.76       $10.74  
          

 Total Return2,3

     (0.68 )%      (16.41 )%      2.19     3.01     8.67

 Ratio of net expenses to average net assets

     0.68     0.68     0.83     0.94     0.94

 Ratio of gross expenses to average net assets4

     0.77     0.72     0.90     1.01     1.02

 Ratio of net investment income to average net assets2

     3.56     2.47     1.85     2.54     3.24

 Portfolio turnover

     114     76     174     96     47

 Net assets end of year (000’s) omitted

     $15,787       $22,706       $37,301       $56,175       $82,856  
                                          
                                          

 

 

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Table of Contents
    

 

AMG Beutel Goodman Core Plus Bond Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,  

Class I

 

  

   2023

 

   

   2022

 

   

   2021

 

   

   2020

 

   

   2019

 

 

 Net Asset Value, Beginning of Year

     $8.69       $10.71       $10.75       $10.74       $10.23  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.33       0.26       0.22       0.30       0.37  

 Net realized and unrealized gain (loss) on investments

     (0.36     (1.96     0.04       0.03       0.53  
          

 Total income (loss) from investment operations

     (0.03     (1.70     0.26       0.33       0.90  

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.38     (0.32     (0.30     (0.32     (0.39

 Net Asset Value, End of Year

     $8.28       $8.69       $10.71       $10.75       $10.74  
          

 Total Return2,3

     (0.60 )%      (16.17 )%      2.44     3.17     8.94

 Ratio of net expenses to average net assets

     0.48     0.48     0.60     0.69     0.69

 Ratio of gross expenses to average net assets4

     0.57     0.52     0.67     0.76     0.77

 Ratio of net investment income to average net assets2

     3.76     2.67     2.08     2.79     3.49

 Portfolio turnover

     114     76     174     96     47

 Net assets end of year (000’s) omitted

     $105,483       $137,592       $218,278       $433,881       $585,358  
                                          
                                          

 

 

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Table of Contents
    

 

AMG Beutel Goodman Core Plus Bond Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,  

 Class Z

 

      2023        2022        2021        2020        2019  

 Net Asset Value, Beginning of Year

     $8.69       $10.72       $10.76       $10.74       $10.24  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.34       0.27       0.23       0.31       0.38  

 Net realized and unrealized gain (loss) on investments

     (0.36     (1.98     0.04       0.04       0.52  
          

 Total income (loss) from investment operations

     (0.02     (1.71     0.27       0.35       0.90  

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.38     (0.32     (0.31     (0.33     (0.40

 Net Asset Value, End of Year

     $8.29       $8.69       $10.72       $10.76       $10.74  
          

 Total Return2,3

     (0.43 )%      (16.20 )%      2.51     3.35     8.91

 Ratio of net expenses to average net assets

     0.43     0.43     0.53     0.61     0.61

 Ratio of gross expenses to average net assets4

     0.52     0.47     0.60     0.68     0.69

 Ratio of net investment income to average net assets2

     3.81     2.72     2.15     2.87     3.57

 Portfolio turnover

     114     76     174     96     47

 Net assets end of year (000’s) omitted

     $1,624       $10,566       $11,864       $10,684       $2,473  
                                          
                                          

 

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 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

4 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

 

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AMG Beutel Goodman International Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,  

 Class N

 

  

   2023

 

   

   2022

 

   

   2021

 

   

   2020

 

   

   2019

 

 

 Net Asset Value, Beginning of Year

     $8.33       $11.16       $8.23       $9.56       $9.90  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.21       0.19       0.08       0.07 3       0.07  

 Net realized and unrealized gain (loss) on investments

     1.08       (3.02     2.85       (1.17     0.56  
          

 Total income (loss) from investment operations

     1.29       (2.83     2.93       (1.10     0.63  

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.35                 (0.23     (0.20

 Net realized gain on investments

                             (0.77
          

 Total distributions to shareholders

     (0.35                 (0.23     (0.97

 Net Asset Value, End of Year

     $9.27       $8.33       $11.16       $8.23       $9.56  
          

 Total Return2,4

     15.63 %5      (25.36 )%5      35.60     (11.83 )%      8.34

 Ratio of net expenses to average net assets

     1.17 %6      1.18 %6      1.27     1.31     1.32

 Ratio of gross expenses to average net assets7

     1.92     1.34     1.38     1.35     1.32

 Ratio of net investment income to average net assets2

     2.16     1.88     0.73     0.77     0.78

 Portfolio turnover

     8     23     152     43     28

 Net assets end of year (000’s) omitted

     $1,133       $1,988       $5,035       $6,792       $87,998  
                                          
                                          

 

 

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Table of Contents
    

 

AMG Beutel Goodman International Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,  

 Class I

 

  

   2023

 

   

   2022

 

   

   2021

 

   

   2020

 

   

   2019

 

 

 Net Asset Value, Beginning of Year

     $8.22       $11.21       $8.28       $9.62       $9.93  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.23       0.22       0.11       0.09 3       0.09  

 Net realized and unrealized gain (loss) on investments

     1.06       (2.98     2.87       (1.16     0.57  
          

 Total income (loss) from investment operations

     1.29       (2.76     2.98       (1.07     0.66  

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.37     (0.23     (0.05     (0.27     (0.20

 Net realized gain on investments

                             (0.77
          

 Total distributions to shareholders

     (0.37     (0.23     (0.05     (0.27     (0.97

 Net Asset Value, End of Year

     $9.14       $8.22       $11.21       $8.28       $9.62  
          

 Total Return2,4

     15.93 %5      (25.10 )%5      36.19     (11.63 )%      8.65

 Ratio of net expenses to average net assets

     0.87 %6      0.88 %6       0.97     1.02     1.07

 Ratio of gross expenses to average net assets7

     1.62     1.04     1.08     1.06     1.07

 Ratio of net investment income to average net assets2

     2.46     2.18     1.03     1.06     1.03

 Portfolio turnover

     8     23     152     43     28

 Net assets end of year (000’s) omitted

     $7,620       $10,686       $56,129       $166,994       $158,317  
                                          
                                          

 

 

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Table of Contents
    

 

AMG Beutel Goodman International Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,  

 Class Z

 

  

   2023

 

   

   2022

 

   

   2021

 

   

   2020

 

   

   2019

 

 

 Net Asset Value, Beginning of Year

     $8.18       $11.18       $8.26       $9.60       $9.91  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.24       0.22       0.12       0.10 3       0.10  

 Net realized and unrealized gain (loss) on investments

     1.05       (2.96     2.86       (1.16     0.57  
          

 Total income (loss) from investment operations

     1.29       (2.74     2.98       (1.06     0.67  

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.39     (0.26     (0.06     (0.28     (0.21

 Net realized gain on investments

                             (0.77
          

 Total distributions to shareholders

     (0.39     (0.26     (0.06     (0.28     (0.98

 Net Asset Value, End of Year

     $9.08       $8.18       $11.18       $8.26       $9.60  
          

 Total Return2,4

     16.04 %5      (25.07 )%5      36.28     (11.56 )%      8.84

 Ratio of net expenses to average net assets

     0.77 %6      0.78 %6      0.87     0.92     0.96

 Ratio of gross expenses to average net assets7

     1.52     0.94     0.98     0.96     0.96

 Ratio of net investment income to average net assets2

     2.56     2.28     1.13     1.16     1.14

 Portfolio turnover

     8     23     152     43     28

 Net assets end of year (000’s) omitted

     $1,840       $2,312       $4,559       $11,692       $49,054  
                                          
                                          

 

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 non-recurring dividends. Without these dividends, net investment income per share would have been $0.04, $0.06, and $0.07 for Class N, Class I, and Class Z shares, respectively.

 

4 

The total return is calculated using the published Net Asset Value as of fiscal year end.

 

5 

Includes a non-recurring securities litigation gain. Had the Fund not received the payments total returns would have been 12.88%, 13.27% and 13.23%, for Class N, Class I and Class Z, respectively, for the fiscal year ended October 31, 2023, and (26.61)%, (28.11)% and (26.17)%, for Class N, Class I and Class Z, respectively, for the fiscal year ended October 31, 2022.

 

6 

Includes interest expense totaling 0.01% and 0.02% for the fiscal years ended October 31, 2023 and 2022, respectively, related to participation in the interfund lending program.

 

7 

Excludes the impact of expense reimbursement 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 Note 1(c) and 2 in the Notes to Financial Statements.)

 

 

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Table of Contents
    

 

    

Notes to Financial Statements

 

October 31, 2023

 

 

      

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds IV (the “Trust”) is an open-end management investment company, organized as a Delaware Statutory 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 Beutel Goodman Core Plus Bond Fund (“Core Plus Bond”) and AMG Beutel Goodman International Equity Fund (“International Equity”), each a “Fund” and collectively, the “Funds”.

Each Fund offers Class N, 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 have different net asset values per share to the extent the share classes pay different distribution amounts 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.

International Equity is a non-diversified fund. 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.

Market prices of investments held by the Funds may fall rapidly or unpredictably due to a variety of economic or political factors, market conditions, disasters or public health issues, or in response to events that affect particular industries or companies.

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. Equity securities held by the Funds that are traded in the over-the-counter market (other than NMS securities) are valued at the bid price. Foreign equity securities (securities principally traded in markets other than U.S. markets) held by the Funds 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 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, 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 registered 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. Pursuant to Rule 2a-5 under the 1940 Act, the Funds’ Board of Trustees (the “Board”) designated AMG Funds LLC (the “Investment Manager”) as the Funds’ Valuation Designee to perform the Funds’ fair value determinations. Such determinations are subject to Board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Investment Manager’s fair value determinations.

Under certain circumstances, the value of certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by the Investment Manager and under the general supervision of the Board. The Funds 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 Funds’ valuation procedures, if the Investment Manager 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 Investment Manager seeks to determine the price that the Funds 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 quarterly reports, as of the most recent quarter end, summarizing all fair value activity, material fair value matters that occurred during the quarter, and all outstanding securities fair valued by the Funds. Additionally, the Board will be presented with an annual report that assesses the adequacy and effectiveness of the Investment Manager’s process for determining the fair value of the Funds’ investments.

With respect to foreign equity securities and certain foreign fixed income securities, securities held in the Funds that can be fair valued by the applicable

 

 

 

30


Table of Contents
    

 

    

    

Notes to Financial Statements (continued)

 

   

    

 

      

 

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, 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.

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 Funds become 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 or funds within the AMG Funds Family of 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 net investment income will normally be declared and paid monthly for Core Plus Bond and annually for International Equity. Realized net capital gains distribution, if any, will normally be declared and paid at least annually in December. 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. There were no permanent differences during the year. Temporary differences are primarily due to wash sale loss deferrals for each Fund and amortization of premium for Core Plus Bond.

 

 

The tax character of distributions paid during the fiscal years ended October 31, 2023 and October 31, 2022 was as follows:

 

     Core Plus Bond      International Equity            

 Distributions paid from:

     2023        2022        2023        2022     

 Ordinary income *

     $5,401,412        $6,906,585        $618,979        $1,189,177     
  

 

 

    

 

 

    

 

 

    

 

 

    
                 $5,401,412                    $6,906,585                    $618,979                    $1,189,177     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

*

For tax purposes, short-term capital gain distributions, if any, are considered ordinary income distributions.

As of October 31, 2023, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

     Core Plus Bond      International Equity  

 Capital loss carryforward

     $39,871,579        $72,172,621  

 Undistributed ordinary income

     149,964        300,139  

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

At October 31, 2023, the cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

 Fund    Cost      Appreciation      Depreciation     Net Depreciation  

 Core Plus Bond

     $139,600,851        $11,142        $(15,811,946     $(15,800,804

 International Equity

     12,704,728        279,618        (2,664,022     (2,384,404

 

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, and 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. The Investment Manager has analyzed the Funds’ tax positions taken on federal income tax returns as of October 31, 2023, 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, the Investment Manager is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefit/detriment will change materially in the next twelve months.

Furthermore, 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.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of October 31, 2023, the Funds had capital loss carryovers for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.

 

 Fund    Short-Term      Long-Term      Total  

 Core Plus Bond

     $12,812,389        $27,059,190        $39,871,579      

 International Equity

     13,504,836        58,667,785        72,172,621      

For the fiscal year ended October 31, 2023, the Fund did not utilize capital loss carryovers.

 

 

g. CAPITAL STOCK

The Trust’s Trust Instrument 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.

For the fiscal years ended October 31, 2023 and October 31, 2022, the capital stock transactions by class for the Funds were as follows:

 

    Core Plus Bond     International Equity  
    October 31, 2023     October 31, 2022     October 31, 2023     October 31, 2022  
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  
               

Class N:

               

Shares sold

    44,667        $397,948        63,211        $646,309        10,575        $106,924        1,520        $15,995   

Shares issued in reinvestment of distributions

    92,415        819,979        89,386        865,139        9,115        80,760        —        —   

Shares redeemed

    (844,903)       (7,415,735)       (1,019,201)       (10,026,951)       (136,049)       (1,282,766)       (214,158)       (2,221,784)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

    (707,821)       $(6,197,808)       (866,604)       $(8,515,503)       (116,359)       $(1,095,082)       (212,638)       $(2,205,789)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Class I:

               

Shares sold

    2,930,686        $25,013,383        1,780,546        $17,654,174        41,299        $393,253        143,741        $1,458,657   

Shares issued in reinvestment of distributions

    208,633        1,850,456        511,063        5,000,170        48,421        421,744        103,242        1,097,464   

Shares redeemed

    (6,246,321)       (55,406,353)       (6,823,930)       (66,397,975)       (556,414)       (5,146,989)       (3,955,603)       (38,947,958)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

    (3,107,002)       $(28,542,514)       (4,532,321)       $(43,743,631)       (466,694)       $(4,331,992)       (3,708,620)       $(36,391,837)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Class Z:

               

Shares sold

    30,788        $277,047        218,395        $2,147,015              $15        —        —   

Shares issued in reinvestment of distributions

    12,686        112,682        39,257        377,513        12,589        108,896        7,801        $82,456   

Shares redeemed

    (1,062,852)       (9,669,016)       (148,689)       (1,418,109)       (92,671)       (893,773)       (132,990)       (1,410,030)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

    (1,019,378)       $(9,279,287)       108,963        $1,106,419        (80,080)       $(784,862)       (125,189)       $(1,327,574)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party and bilateral repurchase agreements for temporary cash management purposes and for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Securities Lending 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 their share of the underlying collateral under such joint repurchase agreements and in their share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held 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 Securities Lending Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At October 31, 2023, the Funds had no Repurchase Agreements outstanding.

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 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. DELAYED DELIVERY TRANSACTIONS AND WHEN-ISSUED SECURITIES

Core Plus Bond 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 each Fund’s Schedule of Portfolio Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its 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 Fund’s Statement of Assets and Liabilities. For financial reporting purposes, the Fund does offset the receivable and payable for delayed delivery investments purchased and sold. 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.

During the fiscal year ended October 31, 2023, Core Plus Bond entered into securities transactions on a delayed delivery or when issued basis. At October 31, 2023, there were no delayed delivery or when issued securities.

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. wealth platform 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 and recommends, subject to the approval of the Board and, in certain circumstances, shareholders, the Funds’ subadviser and monitors the subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by Beutel, Goodman & Company Ltd., who serves pursuant to a subadvisory agreement with the Investment Manager.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the fiscal year ended October 31, 2023, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

 

 Core Plus Bond

     0.23%      

 International Equity

     0.54%      

The fee paid to Beutel Goodman for its services as subadviser is paid out of the fee the Investment Manager receives from each Fund and does not increase the expenses of each Fund.

The Investment Manager has contractually agreed, through at least March 1, 2024, to waive management fees and/or pay 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, and in connection with securities sold short), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, dividends payable with respect to securities sold short, acquired fund fees and expenses and extraordinary expenses) of Core Plus Bond and International Equity to 0.43% and 0.76%, respectively, of each Fund’s average daily net assets (this annual rate or such other annual rate that may be in effect from time to time, the “Expense Cap”), subject to later reimbursement by the Funds in certain circumstances.

In general, for a period of up to 36 months after the date any amounts are paid, waived or reimbursed by the Investment Manager, the Investment Manager may recover such amounts from a Fund, 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 either (i) the Expense Cap in effect at the time such amounts were paid, waived or reimbursed, or (ii) the Expense Cap in effect at the time of such repayment by the Fund.

The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of a

 

 

 

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Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of a 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 a Fund.

For the fiscal year ended October 31, 2023, the Investment Manager’s expense reimbursements, and repayments of prior reimbursements by the Funds to the Investment Manager, if any, are as follows:

 

    

Expense

Reimbursements

     Repayment of
Prior Reimbursements
 

   Core Plus Bond

     $118,067         

   International Equity

     99,415         

At October 31, 2023, the Funds’ expiration of reimbursements subject to recoupment is as follows:

 

   Expiration

   Period

   Core Plus Bond      International Equity  

   Less than 1 year

     $227,438        $156,919  

   1-2 years

     98,353        63,329  

   2-3 years

     118,067        99,415  
  

 

 

    

 

 

 

   Total

     $443,858        $319,663  
  

 

 

    

 

 

 

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 certain aspects of managing the Funds’ operations, including administration and shareholder services to each Fund. 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.

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 the 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.

For the Class N shares of International Equity and for each of the 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 financial intermediaries, such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder record keeping, 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 fiscal year ended October 31, 2023, was as follows:

 

 Fund    Maximum Annual
Amount
Approved
     Actual    
Amount    
Incurred    
 

 Core Plus Bond

     

 Class I

     0.05%        0.05%      

 International Equity

     

 Class N

     0.15%        0.15%      

 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 the 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. On October 10, 2023, the shareholders of the Trust elected Trustees, including two new Trustees who are not “interested persons” of the Funds within the meaning of the 1940 Act. 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 certain eligible funds in the AMG Funds Family 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. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and interest expense, respectively. At October 31, 2023, the Funds had no interfund loans outstanding.

The following Funds utilized the interfund loan program during the fiscal year ended October 31, 2023 as follows:

 

 Fund   Average
Lent
    Number
of Days
    Interest
Earned
    Average
Interest Rate    
 

 Core Plus Bond

    $144,834       1       $19       4.700%      
 Fund   Average
Borrowed
    Number
of Days
    Interest
Paid
    Average
Interest Rate    
 

 Core Plus Bond

    $1,273,312       8       $1,554       5.568%      

 International Equity

    537,754       14       934       4.529%      
 

 

 

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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 fiscal year ended October 31, 2023, were as follows:

 

     Long Term Securities  
 Fund    Purchases      Sales  

 Core Plus Bond

     $36,967,385          $77,729,141      

 International Equity

     963,327          7,059,354      

Core Plus Bond’s purchases and sales of U.S. Government Obligations for the fiscal year ended October 31, 2023 were $109,232,549 and $113,909,140, respectively. International Equity had no purchases or sales of U.S. Government Obligations for the fiscal year ended October 31, 2023.

4. PORTFOLIO SECURITIES LOANED

The Funds participate in the Securities Lending Program providing for the lending of securities to qualified borrowers. 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 Securities Lending Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash, U.S. Treasury Obligations or U.S. Government Agency Obligations. Collateral 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 Securities Lending Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in separate omnibus accounts managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements for that cash collateral. Securities collateral is held in separate omnibus accounts managed by BNYM and cannot be sold or pledged. 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. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities as soon as practical, which is normally within three business days.

The Funds did not have any securities on loan at October 31, 2023.

5. 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, 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 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 the Fund would pay such foreign taxes at the appropriate rate for each jurisdiction.

6. 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.

7. RISKS ASSOCIATED WITH HIGH YIELD SECURITIES

Investing in high yield securities involves greater risks and considerations not typically associated with U.S. Government and other high quality/investment grade securities. High yield securities are generally below investment grade securities and do not have an established retail secondary market. Economic downturns may disrupt the high yield market and impair the issuer’s ability to repay principal and interest. Also, an increase in interest rates would likely have an adverse impact on the value of such obligations and could cause the securities to become less liquid.

8. DERIVATIVE INSTRUMENTS

The following disclosures contain information on how and why the Funds use derivative instruments, the credit risk and how derivative instruments affect the Funds’ financial position, and results of operations. 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 appreciation and depreciation on the Statement of Operations, each categorized by type of derivative contract, are included in a table at the end of the applicable Fund’s Schedule of Portfolio Investments.

For the fiscal year ended October 31, 2023, the average monthly balances of derivative financial instruments outstanding were as follows:

 

     Core Plus Bond      

 Foreign Currency Exchange Contracts

  

 Average U.S. Dollar amount

     $1,093,625      

9. FORWARD FOREIGN CURRENCY CONTRACTS

During the fiscal year ended October 31, 2023, Core Plus Bond invested in forward foreign currency contracts. The Fund may enter into forward currency contracts for any purpose, including to attempt to hedge currency exposure or to enhance return. A forward foreign currency contract is an agreement between a fund and another party to buy or sell a currency at a set price at a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily, and the change in market value is recorded as an unrealized appreciation or depreciation. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of

 

 

 

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their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. Dollar.

10. MORTGAGE-BACKED SECURITIES

Core Plus Bond may invest in mortgage-backed securities (“MBS”). These securities represent interests in pools of mortgage loans and they provide holders with payments consisting of both principal and interest as the mortgages in the underlying mortgage pools are paid. The timely payment of principal and interest on MBS issued or guaranteed by Ginnie Mae is backed by Ginnie Mae and the full faith and credit of the U.S. government. MBS issued by U.S. government agencies or instrumentalities other than Ginnie Mae are not full faith and credit obligations of the U.S. government. Certain obligations, such as those issued by the Federal Home Loan Banks, Fannie Mae and Freddie Mac are supported only by the credit of the issuer. MBS issued by private issuers are not government securities and are not guaranteed by any government agency. They are secured by the underlying collateral of the private issuer. Yields on privately issued MBS tend to be higher than those of government-backed issues. However, risk of loss due to default and sensitivity to interest rate fluctuations are also higher. Core Plus Bond invests in collateralized mortgage obligations (“CMOs”), collateralized loan obligations (“CLOs”) and real estate mortgage investment conduits (“REMICs”). A CMO and/or REMIC is a bond that is collateralized by a pool of MBS. A CLO is a bond that is collateralized by a financial institution’s receivables from loans. These MBS pools

are divided into classes with each class having its own characteristics. The different classes are retired in sequence as the underlying mortgages or loans are repaid.

11. FLOATING RATE SENIOR LOAN INTERESTS

Core Plus Bond may invest in Floating Rate Senior Loan Interests (“Senior Loans”). These are senior, secured loans made to companies whose debt is below investment grade as well as investments with similar economic characteristics. Senior Loans typically hold a first lien priority and, unless otherwise indicated, are required to pay interest at floating rates that are periodically reset by reference to a base lending rate plus a spread. Senior Loans are generally not registered under the Securities Act of 1933 and often incorporate certain restrictions on resale and cannot be sold publicly. Senior Loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted. As a result, the actual maturity may be substantially less than the stated maturity. The interest rate on this Senior Loan is subject to a base lending rate plus a spread. These base lending rates are primarily the Secured Overnight Financing Rate (SOFR) and secondarily the prime rate offered by one or more major U.S. banks (“Prime”). As of October 31, 2023, the Senior Loans held by Core Plus Bond transitioned from LIBOR to SOFR.

 

 

12. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the Securities Lending Program, Repurchase Agreements and derivatives, 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 derivatives transactions, see Note 8. At October 31, 2023, the Funds had no securities lending transactions and no Repurchase Agreements outstanding.

The following table is a summary of the Funds’ open derivatives that are subject to a master netting agreement as of October 31, 2023:

 

            Gross Amount Not Offset in the
        Statement of Assets  and Liabilities        
               
 Fund   

Gross Amounts of

Assets Presented in

the Statement of

Assets and Liabilities

    

Offset

Amount

    

Net

Asset

Balance

    

Collateral

Received

    

Net        

Amount        

 
              

 Core Plus Bond

              

 CIBC World Markets Corp.

     $36,483        —            $36,483            —            $36,483      

 

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.

 

 

 

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Report of Independent Registered Public Accounting Firm

 

   

    

 

      

 

To the Board of Trustees of AMG Funds IV and Shareholders of AMG Beutel Goodman Core Plus Bond Fund and AMG Beutel Goodman International Equity Fund

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of AMG Beutel Goodman Core Plus Bond Fund and AMG Beutel Goodman International Equity Fund (two of the funds constituting AMG Funds IV, hereafter collectively referred to as the “Funds”) as of October 31, 2023, the related statements of operations for the year ended October 31, 2023, the statements of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2023, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended October 31, 2023 and each of the financial highlights for each of the five years in the period ended October 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023 by correspondence with the custodian, transfer agent, agent bank and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2023

We have served as the auditor of one or more investment companies in the AMG Funds Family since 1993.

 

 

 

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Other Information (unaudited)

 

   

    

 

      

 

      

 

TAX INFORMATION

AMG Beutel Goodman Core Plus Bond Fund and AMG Beutel Goodman International Equity Fund each hereby designate the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2022/2023 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

In accordance with federal tax law, the following Fund elects to provide foreign taxes paid and the income sourced from foreign countries. Accordingly, the Fund hereby makes the following designations regarding its taxable period ended October 31, 2023:

AMG Beutel Goodman International Equity Fund

LOGO The total amount of taxes paid and income sourced from foreign countries was $46,071 and $487,161, respectively.

Pursuant to section 852 of the Internal Revenue Code, AMG Beutel Goodman Core Plus Bond Fund and AMG Beutel Goodman International Equity Fund each hereby designate $0 and $0, respectively, as a capital gain distribution with respect to the taxable period ended October 31, 2023, or if subsequently determined to be different, the net capital gains of such fiscal year.

 

 

PROXY VOTE

A special meeting of the shareholders of AMG Funds IV (the “Trust”) was held on October 10, 2023, to vote on a proposal to elect trustees to the Board of Trustees of the Trust. The proposal and results of the vote are described below. Jill R. Cuniff, Kurt A. Keilhacker, Peter W. MacEwen, Steven J. Paggioli, Eric Rakowski, Victoria L. Sassine and Garret W. Weston were elected by shareholders at the special meeting on October 10, 2023. Bruce B. Bingham, an incumbent Trustee, will continue to serve as a Trustee of the Trust until his retirement on December 31, 2023.

 

AMG Funds IV    All Funds in Trust*
Election of Trustees 1    For   Withheld    

 Jill R. Cuniff

     123,476,732           9,260,973      

 Kurt A. Keilhacker

     131,677,070       1,060,634  

 Peter W. MacEwen

     123,401,874       9,335,830  

 Steven J. Paggioli

     130,832,753       1,904,951  

 Eric Rakowski

     130,620,379       2,117,325  

 Victoria L. Sassine

     131,755,717       981,987  

 Garret W. Weston

     131,970,391       767,313  

1 Ms. Cuniff and Mr. MacEwen were newly elected to the Board of Trustees on October 10, 2023; Messrs. Keilhacker, Paggioli, Rakowski, and Weston and Ms. Sassine are incumbent Trustees.

*Rounded to the nearest share.

 

 

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AMG Funds

Trustees and Officers

 

   

    

 

      

 

 

The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and ages are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and

 

  

review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 680 Washington Blvd., Suite 500, Stamford, CT. 06901.

 

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time.

   The Chairman of the Board, the President, the Treasurer and the Secretary and such other Officers as the Trustees may in their discretion from time to time elect each hold office until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each Officer holds office at the pleasure of the Trustees.

Independent Trustees

The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:

 

    Number of Funds Overseen in

        Fund Complex

 

 

Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

 

 

• Trustee since 2014

• Oversees 41 Funds in Fund Complex

 

 

 

Bruce B. Bingham, 75*

Partner, Hamilton Partners (real estate development firm) (1987-Present); Director of The Yacktman Funds, Inc. (2 portfolios) (2000-2012).

 

 

• Trustee since 2023

• Oversees 41 Funds in Fund Complex

 

 

Jill R. Cuniff, 59**

Director of Harding, Loevner Funds, Inc. (12 portfolios) (2018-Present); Retired (2016-Present); President & Portfolio Manager, Edge Asset Management (2009-2016); President & Chief Investment Officer, Morley Financial Services (2001-2009); President, Union Bond & Trust Company (2001-2009).

 

 

• Trustee since 2014

• Chairman of the Audit Committee since 2020

• Oversees 43 Funds in Fund Complex

 

 

 

Kurt A. Keilhacker, 60

Managing Partner, Elementum Ventures (2013-Present); Managing Partner, TechFund Europe (2000-Present); Managing Partner, TechFund Capital (1997-Present); Adjunct Professor, University of San Francisco (2022-Present); Trustee, Wheaton College (2018-Present); Director, Wheaton College Trust Company, N.A. (2018-Present).

 

 

• Trustee since 2023

• Oversees 41 Funds in Fund Complex

 

 

 

Peter W. MacEwen, 59**

Private investor (2019-Present); Affiliated Managers Group, Inc. (2003-2018): Chief Administrative Officer, Office of the CEO (2013-2018); Senior Vice President, Finance (2007-2013); Vice President, Finance (2003-2007).

 

 

• Trustee since 2010

• Oversees 41 Funds in Fund Complex

 

 

 

Steven J. Paggioli, 73

Independent Consultant (2002-Present); Trustee, Professionally Managed Portfolios (28 portfolios); Independent Director, Muzinich BDC, Inc. (business development company) (2019-Present); Director, The Wadsworth Group; Independent Director, Chase Investment Counsel (2008–2019); Executive Vice President, Secretary and Director, Investment Company Administration, LLC and First Fund Distributors, INC. (1990-2001).

 

 

• Independent Chairman of the Board of Trustees since 2017;

• Chairman of the Governance Committee since 2017

• Trustee since 2010

• Oversees 43 Funds in Fund Complex

 

 

 

Eric Rakowski, 65

Professor of Law, University of California at Berkeley School of Law (1990-Present); Tax Attorney at Davis Polk & Wardwell and clerked for Judge Harry T. Edwards of the U.S. Court of Appeals for the District of Columbia Circuit and for Justice William J. Brennan Jr. of the U.S. Supreme Court; Trustee of Parnassus Funds (4 portfolios) (2021-Present); Trustee of Parnassus Income Funds (2 portfolios) (2021-Present); Director of Harding, Loevner Funds, Inc. (10 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

 

 

• Trustee since 2014

• Oversees 43 Funds in Fund Complex

 

 

 

Victoria L. Sassine, 58

Adjunct Professor, Babson College (2007–Present); Director, Board of Directors, PRG Group (2017-Present); CEO, Founder, Scale Smarter Partners, LLC (2018-Present); Adviser, EVOFEM Biosciences (2019-Present); Chairperson of the Board of Directors of Business Management Associates (2018 to 2019).

 

*Mr. Bingham will retire from the Board of Trustees of the Trust on December 31, 2023.

**Ms. Cuniff and Mr. MacEwen were elected to the Board of Trustees by the shareholders of the Trust on October 10, 2023.

 

 

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AMG Funds

Trustees and Officers (continued)

 

   

    

 

      

 

Interested Trustee

The Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act.

 

Number of Funds Overseen in
Fund Complex

 

  

Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by
Trustee

 

 

• Trustee since 2021

• Oversees 43 Funds in Fund Complex

  

 

Garret W. Weston, 42

Affiliated Managers Group, Inc. (2008-Present): Managing Director, Head of Affiliate Product Strategy and Development (2023-Present), Managing Director, Co-Head of Affiliate Engagement, Distribution (2021-2022), Senior Vice President, Office of the CEO (2019-2021), Senior Vice President, Affiliate Development (2016-2019), Vice President, Office of the CEO (2015-2016), Vice President, New Investments (2008-2015); Associate, Madison Dearborn Partners (2006-2008); Analyst, Merrill Lynch (2004-2006).

 

Officers

 

    Position(s) Held with Fund and     Length of Time Served

 

  

Name, Age, Principal Occupation(s) During Past 5 Years

 

 

• President since 2018

• Principal Executive Officer since 2018

• Chief Executive Officer since 2018

• Chief Operating Officer since 2016

  

 

Keitha L. Kinne, 65

Managing Director, Head of Platform and Operations, AMG Funds LLC (2023-Present); Chief Operating Officer, AMG Funds LLC (2007-Present); Chief Investment Officer, AMG Funds LLC (2008-Present); President and Principal, AMG Distributors, Inc. (2018-Present); Chief Operating Officer, AMG Distributors, Inc. (2007-Present); President, Chief Executive Officer and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2018-Present); Chief Operating Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2007-Present); Chief Operating Officer, AMG Funds IV (2016-Present); Chief Operating Officer and Chief Investment Officer, Aston Asset Management, LLC (2016); President and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2012-2014); Managing Partner, AMG Funds LLC (2007-2014); President and Principal, AMG Distributors, Inc. (2012-2014); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

 

 

• Secretary since 2015

• Chief Legal Officer since 2015

 

  

 

Mark J. Duggan, 58

Managing Director and Senior Counsel, AMG Funds LLC (2021-Present); Senior Vice President and Senior Counsel, AMG Funds LLC (2015-2021); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2015-Present); Attorney, K&L Gates, LLP (2009-2015).

 

 

• Chief Financial Officer since 2017

• Treasurer since 2017

• Principal Financial Officer since 2017

• Principal Accounting Officer since 2017

 

  

 

Thomas G. Disbrow, 57

Vice President, Mutual Fund Treasurer & CFO, AMG Funds, AMG Funds LLC (2017-Present); Chief Financial Officer, Principal Financial Officer, Treasurer and Principal Accounting Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Managing Director - Global Head of Traditional Funds Product Control, UBS Asset Management (Americas), Inc. (2015-2017); Managing Director - Head of North American Funds Treasury, UBS Asset Management (Americas), Inc. (2011-2015).

 

 

• Deputy Treasurer since 2017

 

  

 

John A. Starace, 53

Vice President, Mutual Fund Accounting, AMG Funds LLC (2021-Present); Director, Mutual Fund Accounting, AMG Funds LLC (2017-2021); Vice President, Deputy Treasurer of Mutual Funds Services, AMG Funds LLC (2014-2017); Deputy Treasurer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Vice President, Citi Hedge Fund Services (2010-2014); Audit Senior Manager (2005-2010) and Audit Manager (2001-2005), Deloitte & Touche LLP.

 

 

• Chief Compliance Officer and Sarbanes-Oxley Code of Ethics Compliance Officer since 2019

• Anti-Money Laundering Compliance Officer since 2022

  

 

Patrick J. Spellman, 49

Vice President, Chief Compliance Officer, AMG Funds LLC (2017-Present); Chief Compliance Officer, AMG Distributors, Inc. (2010-Present); Chief Compliance Officer and Sarbanes-Oxley Code of Ethics Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2019-Present); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2014-2019; 2022-Present); Anti-Money Laundering Compliance Officer, AMG Funds IV (2016-2019; 2022-Present); Senior Vice President, Chief Compliance Officer, AMG Funds LLC (2011-2017); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011).

 

 

• Assistant Secretary since 2016

  

 

Maureen M. Kerrigan, 38

Vice President, Senior Counsel, AMG Funds LLC (2021-Present); Vice President, Counsel, AMG Funds LLC (2019-2021); Director, Counsel, AMG Funds LLC (2017-2018); Vice President, Counsel, AMG Funds LLC (2015-2017); Assistant Secretary, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2016-Present); Associate, Ropes & Gray LLP (2011-2015); Law Fellow, Massachusetts Appleseed Center for Law and Justice (2010-2011).

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements

 

   

    

 

      

 

 

AMG Beutel Goodman Core Plus Bond Fund and AMG Beutel Goodman International Equity Fund: Approval of Investment Advisory and Subadvisory Agreements on June 21, 2023

 

At an in-person meeting held on June 21, 2023, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of AMG Funds IV (the “Trust”) (the “Independent Trustees”), approved (i) the Investment Advisory 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 Beutel Goodman Core Plus Bond Fund and AMG Beutel Goodman International Equity Fund (each, a “Fund,” and collectively, the “Funds”) and separately Amendment No. 1 thereto dated October 1, 2016 (collectively, the “Investment Advisory 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 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 Advisory Agreement and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadviser, including the nature, extent and quality of services, 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”), other relevant matters, and other information provided to them on a periodic basis throughout the year. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Advisory 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 provided by the Investment Manager at the June 21, 2023 and prior meetings relating to the Investment Manager’s operations and personnel. Among other things, the

       Investment Manager provided financial information, information about 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 Advisory 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 Advisory 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 a 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, telephonic or videoconference 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,       

including performing appropriate due diligence, and developing and presenting 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 Advisory 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 Advisory Agreement 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 operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed 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 Agreements. The Trustees also considered the Subadviser’s risk management processes.

 

PERFORMANCE

 

The Board considered each Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark, considered the gross performance of each Fund as compared to the Subadviser’s relevant performance composite that utilizes a similar investment strategy and

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

   

    

 

      

 

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

 

With respect to AMG Beutel Goodman Core Plus 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 one of the earliest inception dates 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, 2023 was above, above, below, and above, respectively, the median performance of the Peer Group and below, above, below, and above, respectively, the performance of the Fund Benchmark, the Bloomberg U.S. Aggregate Bond Index. The Trustees also took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent outperformance relative to the Peer Group and the fact that Class I shares of the Fund ranked in the top quartile relative to the Peer Group for the 3-year period and in the top third relative to the Peer Group for the 1-year period. The Trustees also took into account the fact that the Fund’s subadviser and investment strategy changed effective March 24, 2021, and that the performance information prior to that date reflected that of the Fund’s prior subadviser and investment strategy. The Trustees considered management’s discussion that the Fund’s performance has been in line with management’s expectations since the current Subadviser assumed subadvisory responsibilities. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

With respect to AMG Beutel Goodman International Equity 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 one of the earliest inception dates and 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, 2023 and for the period from the Class I shares’ inception on April 14, 2014 through March 31, 2023 was above, above, below, and below, respectively, the median performance of the Peer

    

Group and above, above, below, and below, respectively, the performance of the Fund Benchmark, the MSCI EAFE Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent outperformance and longer-term underperformance relative to the Peer Group and the Fund Benchmark. The Trustees also noted that Class I shares of the Fund ranked in the top decile relative to the Peer Group for the 1-year period and in the top quartile relative to the Peer Group for the 3-year period. The Trustees also took into account the fact that the Fund’s subadviser and investment strategy changed effective March 19, 2021, and that the performance information prior to that date reflected that of the Fund’s prior subadviser and investment strategy. The Trustees considered management’s discussion that the Fund’s performance has been in line with management’s expectations since the current Subadviser assumed subadvisory responsibilities. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies, and policies.

 

ADVISORY AND SUBADVISORY FEES; FUND EXPENSES; PROFITABILITY; AND ECONOMIES OF SCALE

 

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager at the June 21, 2023 and prior meetings 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 significant risks undertaken as Investment Manager and sponsor of the Funds, including investment, operational, enterprise, entrepreneurial, litigation, regulatory and compliance risks; 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 payments are made from the Subadviser to the Investment Manager, and other payments are 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 Advisory 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 the services the Investment Manager provides in performing its functions under the Investment Advisory 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 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 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 Beutel Goodman Core Plus Bond Fund, the Trustees noted that the management fees (which include both the advisory and

                   

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

   

    

 

      

 

administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were rated in the Below Average and the Average rating level, respectively, of the Fund’s Peer Group. The Trustees noted that the rating levels corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.43%. 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 Beutel Goodman International Equity Fund, the Trustees noted that the

    

management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2023 were rated in the Below Average and the Average rating level, respectively, of the Fund’s Peer Group. The Trustees noted that the rating levels corresponded to the Fund’s quintile ranking in its Peer Group. The Trustees also took into account that the Investment Manager has contractually agreed, through March 1, 2024, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.76%. 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 Advisory Agreement and the Subadvisory Agreements: (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 Advisory Agreement and each Subadvisory Agreement and (b) 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 Advisory Agreement and the Subadvisory Agreements would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 21, 2023, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Advisory Agreement and the Subadvisory Agreement for each Fund.

                   

 

 

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LOGO

 

    

 

INVESTMENT MANAGER AND ADMINISTRATOR

 

AMG Funds LLC

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

DISTRIBUTOR

 

AMG Distributors, Inc.

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

SUBADVISER

 

Beutel, Goodman & Company Ltd.

20 Eglinton Ave. West, Suite 2000

Toronto, Ontario, M4R 1K8

Canada

    

CUSTODIAN

 

The Bank of New York Mellon

Mutual Funds Custody

6023 Airport Road

Oriskany, NY 13424

 

LEGAL COUNSEL

 

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

 

TRANSFER AGENT

 

BNY Mellon Investment Servicing (US) Inc.

AMG Funds

Attn: 534426 AIM 154-0520

500 Ross Street

Pittsburgh, PA 15262

800.548.4539

      

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 800.548.4539. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

 

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

 

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.548.4539 or visit the SEC website at sec.gov.

 

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Funds’ portfolio holdings on Form N-PORT are available on the SEC’s website at sec.gov and the Funds’ website at wealth.amg.com. To review a complete list of the Funds’ portfolio holdings, or to view the most recent semi-annual report or annual report, please visit wealth.amg.com.

           

 

 

 

 

 
wealth.amg.com               


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LOGO

 

    

 

 

BALANCED FUNDS

 

AMG GW&K Global Allocation

GW&K Investment Management, LLC

 

EQUITY FUNDS

 

AMG Beutel Goodman International
Equity

Beutel, Goodman & Company Ltd.

 

AMG Boston Common Global Impact

Boston Common Asset Management, LLC

 

AMG Frontier Small Cap Growth

Frontier Capital Management Co., LLC

 

AMG GW&K Small Cap Core

AMG GW&K Small Cap Value

AMG GW&K Small/Mid Cap Core

AMG GW&K Small/Mid Cap Growth

AMG GW&K Emerging Markets
Equity

AMG GW&K Emerging Wealth Equity

AMG GW&K International Small Cap

GW&K Investment Management, LLC

 

AMG Montrusco Bolton Large Cap
Growth

Montrusco Bolton Investments, Inc.

 

AMG Renaissance Large Cap
Growth

The Renaissance Group LLC

      

AMG River Road Dividend All Cap
Value

AMG River Road Focused
Absolute Value

AMG River Road International
Value Equity

AMG River Road Large Cap Value
Select

AMG River Road Mid Cap Value

AMG River Road Small-Mid Cap
Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

 

AMG TimesSquare Emerging
Markets Small Cap

AMG TimesSquare Global Small
Cap

AMG TimesSquare International
Small Cap

AMG TimesSquare Mid Cap
Growth

AMG TimesSquare Small Cap
Growth

TimesSquare Capital Management, LLC

 

AMG Veritas Asia Pacific

AMG Veritas China

AMG Veritas Global Focus

AMG Veritas Global Real Return

Veritas Asset Management LLP

 

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Global

AMG Yacktman Special
Opportunities

Yacktman Asset Management LP

       

FIXED INCOME FUNDS

 

AMG Beutel Goodman Core Plus
Bond

Beutel, Goodman & Company Ltd.

 

AMG GW&K Core Bond ESG

AMG GW&K Enhanced Core
Bond ESG

AMG GW&K ESG Bond

AMG GW&K High Income

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced
Yield

GW&K Investment Management, LLC

                     
                     
                     
                     
                     
                     
                     
                     
                     
                     

 

 

 

 
wealth.amg.com           103123              AR086


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Item 2.

Code of Ethics.

Registrant has adopted a Code of Ethics. See attached exhibit (a) (1).

 

Item 3.

Audit Committee Financial Expert.

Registrant’s Board of Trustees has determined that independent Trustee Mr. Steven J. Paggioli qualifies as the Audit Committee Financial Expert. Mr. Paggioli is “independent” as such term is defined in Form N-CSR.

 

Item 4.

Principal Accountant Fees and Services.

 

  (a)

Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $288,178 for 2023 and $277,307 for 2022.

 

  (b)

Audit-Related Fees

There were no fees billed by PwC to the Funds in their two recent fiscal years for services rendered for assurance and related services that are reasonably related to the performance of the audit or review of the Funds’ financial statements, but are not reported as Audit Fees (“Audit-Related Fees”).

For the Funds’ two most recent fiscal years, there were no Audit-Related Fees billed by PwC for engagements related directly to the operations and financial reporting of one or more Funds by a Fund Service Provider. A Fund Service Provider is (a) any investment adviser to the Fund (not including any Subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or (b) any entity that provides ongoing services to the Funds and is controlling, controlled by or under common control with a Fund investment adviser described in (a).

 

  (c)

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $62,805 for 2023 and $66,390 for 2022.

For the Funds’ two most recent fiscal years, Tax Fees billed by PwC for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Funds were $0 for fiscal 2023 and $0 for fiscal 2022, respectively.


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The services for which Tax Fees were charged comprise all services performed by professional staff in PwC’s tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

 

  (d)

All Other Fees

There were no other fees billed by PwC to the Funds for all other non-audit services (“Other Fees”) during the Funds’ two most recent fiscal years. During the same period, there were no Other Fees billed by PwC for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Funds.

 

  (e)

(1) According to policies adopted by the Audit Committee, services provided by PwC to the Funds must be pre-approved by the Audit Committee. On an annual basis, the Audit Committee reviews and pre-approves various types of services that PwC may perform for the Funds without specific approval of each engagement, subject to specified budget limitations. As contemplated by the Sarbanes-Oxley Act of 2002 and related SEC rules, the Audit Committee also pre-approves non-audit services provided by PwC to any Fund Service Provider for any engagement that relates directly to the operations and financial reporting of the Funds. Any engagement that is not already pre-approved or that will exceed a pre-approved budget must be submitted to the Audit Committee for pre-approval. The Chairman of the Audit Committee is authorized on behalf of the Board of Trustees and the Audit Committee to approve the engagement of PwC to perform non-audit services subject to certain conditions, including notification to the Audit Committee of such pre-approval not later than the next meeting of the Audit Committee following the date of such pre-approval.

(e)(2) None.

 

  (f)

Not applicable.

 

  (g)

The aggregate fees billed by PwC in 2023 and 2022 for non-audit services rendered to the Funds and Fund Service Providers were $102,138 for 2023 and $103,057 for 2022. For the fiscal year ended October 31, 2023, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $39,333 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds. For the fiscal year ended October 31, 2022, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $36,667 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds.

 

  (h)

The Trust’s Audit Committee has considered whether the provision of non-audit services by registrant’s independent registered public accounting firm to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provided ongoing services to the registrant that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the registrant) was compatible with maintaining the independence of the independent registered public accounting firm.


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Item 5.

Audit Committee of Listed Registrants.

Not applicable.

 

Item 6.

Schedule of Investments.

 

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

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 Company 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 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.


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(b)

There were no changes in the Registrant’s internal control over financial reporting during 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.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

 

Item 13.

Exhibits.

 

(a)(1)  

Any Code of Ethics or amendments hereto. Filed herewith.

(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.

 


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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 IV
By:  

/s/ Keitha L. Kinne

  Keitha L. Kinne, Principal Executive Officer
Date:   January 5, 2024

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/ Keitha L. Kinne

  Keitha L. Kinne, Principal Executive Officer
Date:   January 5, 2024
By:  

/s/ Thomas Disbrow

  Thomas Disbrow, Principal Financial Officer
Date:   January 5, 2024