N-CSR 1 d134249dncsr.htm AMG FUNDS AMG Funds

 

 

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: 811-09521

 

 

AMG FUNDS

(Exact name of registrant as specified in charter)

 

 

One Stamford Plaza, 263 Tresser Boulevard, Suite 949, Stamford,

Connecticut 06901

(Address of principal executive offices) (Zip code)

 

 

AMG Funds LLC

One Stamford Plaza, 263 Tresser Boulevard, Suite 949, 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: DECEMBER 31

Date of reporting period: JANUARY 1, 2020 – DECEMBER 31, 2020

(Annual Shareholder Report)

 

 

 


Item 1. Reports to Shareholders


 

    Annual Report
   
   

 

    AMG Funds
       
    December 31, 2020
       
     
       
    AMG Yacktman Fund
    Class I: YACKX
       
    AMG Yacktman Focused Fund
    Class N: YAFFX Class I: YAFIX
       
    AMG Yacktman Focused Fund - Security Selection Only
    Class N: YFSNX Class I: YFSIX
       
    AMG Yacktman Special Opportunities Fund
    Class I: YASSX Class Z: YASLX
       
       
       

 

 

       
amgfunds.com   123120 AR071

 

 


 

 

 

 

 

 


 

 

   
   
  AMG Funds
  Annual Report — December 31, 2020
   
   

 

  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 Yacktman Fund 4
  AMG Yacktman Focused Fund 13
  AMG Yacktman Focused Fund - Security Selection Only 22
  AMG Yacktman Special Opportunities Fund 30
  FINANCIAL STATEMENTS  
  Statement of Assets and Liabilities 41
 

Balance sheets, net asset value (NAV) per share computations

and cumulative distributable earnings (loss)

 
  Statement of Operations 43
 

Detail of sources of income, expenses, and realized and

unrealized gains (losses) during the fiscal year

 
  Statements of Changes in Net Assets 44
 

Detail of changes in assets for the past two fiscal years

  Financial Highlights 46
 

Historical net asset values per share, distributions, total returns, income

and expense ratios, turnover ratios and net assets

 
  Notes to Financial Statements 53
 

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 61
  OTHER INFORMATION 62
  TRUSTEES AND OFFICERS 63

 

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.

 

 

 

 


 

 

  Letter to Shareholders

 

 

 

Dear Shareholder:

The fiscal year ending December 31, 2020, was a volatile period for financial markets that featured a dramatic selloff and extraordinary rebound amid the unprecedented global effort to stop the COVID-19 pandemic. Early in the year, equities achieved new record highs against the backdrop of a healthy economy and strong investor sentiment. However, a broad-based selloff occurred amid a global flight to quality as investors assessed the scope of the unfolding COVID-19 pandemic, a deteriorating economy, and skyrocketing unemployment. An oil price war initiated between Saudi Arabia and Russia only made matters worse. From its peak in mid-February 2020, the S&P 500® Index declined (33.79)% over the span of a few weeks, halting the eleven-year equity bull market. In response to the crisis, global central banks and governments were quick to flood the market with massive fiscal and monetary stimulus which helped to stabilize the market and led to an impressive recovery in risk assets, albeit a very uneven one. So despite the volatility, the S&P 500® Index still achieved an 18.40% return for 2020 while effective COVID-19 vaccines and further government stimulus bolstered investor optimism for a brighter future in 2021.

 

During the year there was very wide dispersion in performance across sectors, with information technology and consumer discretionary sectors leading the market with returns of 43.88% and 33.30%, respectively. On the other hand, companies in the energy sector fell (33.69)%, and financials and real estate also produced slightly negative returns. Growth stocks significantly outperformed value stocks for the period with returns of 38.49% and 2.80% for the Russell 1000® Growth and Russell 1000® Value Indexes, respectively. Small cap stocks endured a wild ride in 2020 as the Russell 2000® Index experienced both its best quarter (fourth quarter 2020) and worst quarter (first quarter 2020) on record. For the year as a whole, small cap returns were relatively in line with the broader market as the Russell 2000® Index gained 19.96% in 2020. Outside the U.S., emerging markets outperformed developed markets with an 18.31% return for the MSCI Emerging Markets Index compared to a 7.82% return for the MSCI EAFE Index.

 

Interest rates fell dramatically and led to strong returns for bond investors as the U.S. Federal Reserve (the Fed) slashed short-term rates in response to the slowing economy. The 10-year Treasury yield ended the year near a historic low yield of 0.93%. The Bloomberg Barclays U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, returned 7.51% over the period. Investment grade corporate bonds rebounded from the selloff early in the year and returned 9.89% in 2020. Riskier high yield bonds lagged the investment grade market with a 7.11% return as measured by the return of the Bloomberg Barclays U.S. Corporate High Yield Bond Index.

AMG Funds appreciates the privilege of providing investment tools to you and your clients. Our foremost goal is to provide investment solutions that help our shareholders successfully reach their long-term investment goals. AMG Funds provides access to a distinctive array of actively managed return-oriented investment strategies. We thank you for your continued confidence and investment in AMG Funds. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit.

 

Respectfully,

 

 

 

Keitha Kinne

President

AMG Funds

 

Average Annual Total Returns Periods ended
December 31, 2020*
Stocks:   1 Year 3 Years 5 Years
Large Cap (S&P 500® Index) 18.40% 14.18% 15.22%
Small Cap (Russell 2000® Index) 19.96% 10.25% 13.26%
International (MSCI All Country World Index ex USA) 10.65% 4.88% 8.93%
Bonds:        
Investment Grade (Bloomberg Barclays U.S. Aggregate Bond Index) 7.51% 5.34% 4.44%
         
High Yield (Bloomberg Barclays U.S. Corporate High Yield Bond Index) 7.11% 6.24% 8.59%
         
Tax-exempt (Bloomberg Barclays Municipal Bond Index) 5.21% 4.64% 3.91%
         
Treasury Bills (ICE BofAML U.S. 6-Month Treasury Bill Index) 1.05% 1.84% 1.43%

 

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



 

 

2  


 

 

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

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

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s

 

actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

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

 

 

 

Six Months Ended
December 31, 2020
Expense
Ratio for
the Period
Beginning
Account
Value
07/01/20
Ending
Account
Value
12/31/20
Expenses
Paid
During
the Period*
AMG Yacktman Fund
Based on Actual Fund Return      
Class I 0.70% $1,000 $1,269 $3.99
Based on Hypothetical 5% Annual Return    
Class I 0.70% $1,000 $1,022 $3.56
         
AMG Yacktman Focused Fund
Based on Actual Fund Return      
Class N 1.25% $1,000 $1,280 $7.16
Class I 1.06% $1,000 $1,281 $6.08
Based on Hypothetical 5% Annual Return    
Class N 1.25% $1,000 $1,019 $6.34
Class I 1.06% $1,000 $1,020 $5.38
         
AMG Yacktman Focused Fund - Security Selection Only
Based on Actual Fund Return
Class N 1.24% $1,000 $1,343 $7.30
Class I 1.08% $1,000 $1,344 $6.36
Based on Hypothetical 5% Annual Return    
Class N 1.24% $1,000 $1,019 $6.29
Class I 1.08% $1,000 $1,020 $5.48
Six Months Ended
December 31, 2020
Expense
Ratio for the
Period
Beginning
Account
Value
07/01/20
Ending
Account
Value
12/31/20
Expenses
Paid
During
the Period*
AMG Yacktman Special Opportunities Fund
Based on Actual Fund Return      
Class I 1.48% $1,000 $1,325 $8.65
Class Z 1.38% $1,000 $1,326 $8.07
Based on Hypothetical 5% Annual Return
Class I 1.48% $1,000 $1,018 $7.51
Class Z 1.38% $1,000 $1,018 $7.00
* 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 366.

 

Includes a performance fee adjustment amounting to (0.26)% of average daily net assets which is not annualized. (See Note 2 of Notes to Financial Statements.)


 

 

3  


 

 

   
   
  AMG Yacktman Fund
  Portfolio Manager’s Comments (unaudited)

 

 

 

We hope you have managed through the difficulties of 2020 as safely and healthily as possible.

 

In 2020, the AMG Yacktman Fund (the Fund) Class I shares delivered strong results compared to the Russell 1000® Value Index with the Fund appreciating 15.28%, significantly outperforming the Russell 1000® Value benchmark, which was up 2.80% (but modestly underperformed the secondary S&P 500® Index which returned 18.40% for the year). During the year we were able to make many new investments, especially during the steep declines of the first quarter, reducing cash meaningfully in 2020. While we were aggressive purchasers during the market drop, had the declines lasted for more than a few weeks or been even sharper we would have been able to put even more cash to work. Overall, we are pleased to have delivered the strong outperformance versus our value benchmark last year.

 

Recently, Mutual Fund Observer looked at risk-adjusted returns for the 2,076 equity-oriented mutual funds that have a 20-year track record and placed the Fund at the top of their risk-adjusted list, declaring, “Yacktman and Yacktman Focused are almost freakishly successful, year and year, by almost every measure. They’re sort of the (pre-2020) New England Patriots of investing. Adam Sabban at Morningstar characterizes them as ‘half equity fund, half absolute-return hedge fund,’ which favors great core businesses but is willing to hold cash, buy during panics and shop overseas.”1

 

While investors have enjoyed high rates of return for the last decade, they have likely set up low returns for the major indices over the long term. Many have forgotten the pain that paying crazy prices in the late 1990s technology bubble led to and should be highly concerned about the valuations of today’s latest story stock. Like the last technology bubble, index funds will likely add many of these speculative companies at the wrong time and price, causing some benchmarks, which are supposed to be passive, to actively cause long-term pain for investors.

 

Getting Growth at Value Prices

 

Many of our favorite investments today continue to be in complicated, mispriced, owner-operated conglomerates like Samsung Electronics Co., Ltd., Bollore SA, News Corp., and Associated British Foods PLC. Each of these companies has business units that are powerful and growing rapidly, along with other businesses that are substantial contributors to cash flow and sell at significant discounts to what we think they are worth. Several of these companies are in the process of unlocking value through better

 

disclosure or separation of the stronger business units. Often these mispriced securities require a great deal of time and patience, which are qualities we take great pride in possessing, especially in an industry that affords few a true long-term approach.

 

Contributors for the year included Samsung, Brenntag, and Microsoft

 

Samsung was the top contributor to results last year, and is our largest position. The company has a strong market position in high growth markets, including foundry, sensors, and 5G equipment, and a good position in emerging industries like artificial intelligence, autonomous driving, and internet of things, yet it sells at an extremely low multiple of earnings and cash flow and has a significant amount of net excess net cash and securities on the balance sheet. Samsung’s core semiconductor business is set up for high growth over the next few years, and we think the stock could be in an early phase of positive re-rating, which is a period where a stock goes from a low multiple to a substantially higher one that better reflects the company’s business prospects.

 

Brenntag AG, which is the global leader in distribution of chemicals to small and mid-sized businesses, produced strong returns last year as the company demonstrated remarkable business consistency, despite the significant economic headwinds. We think the shares remain attractive and the company has a strong market position and management team, which should enable Brenntag to produce strong results over time.

 

Microsoft Corp. continued to deliver strong business and share price results last year. The company continues to benefit from strong customer growth, especially in its cloud business, and remains attractively priced, given the potential for solid long-term cash flow growth.

 

Detractors included Weatherford, Macy’s, and Fox

 

Weatherford International PLC’s equity and debt detracted from results due to general weakness in the energy sector. Although fundamentals were challenging during the year, management was able to downsize the business and navigate through the challenges reasonably well. We expect to see better results as the economy improves in 2021.

 

Macy’s, Inc. suffered from shutdowns in 2020 much like Weatherford. Its core retail business suffered and the value of its real estate was impaired, especially in cities like New York and San Francisco. Due to the huge price swings in the stock, we were able to purchase additional shares at low prices during the declines and then reduce our holding as the stock nearly doubled in the fourth quarter alone.

 

Have the rules of investing changed?

 

At times, a long-term change in rules can create a significant impact. Perhaps we are in an environment where securities sell at higher prices versus prior eras due to central banking, but the net result of the higher prices will be lower long-term returns. In 1968 baseball pitchers dominated hitters, causing low-scoring games that were less popular with fans. The following year, the height of the pitcher’s mound was reduced from 15 inches to 10 inches, where it remains today, and hitters and average runs per game increased from 3.42 to 4.07, although some of the increase likely came from new teams being added to the league (ESPN article, March 8, 2019).

 

Fox Corp. declined last year due to advertising weakness and challenges with Fox News and lower viewership of sports. The shares sell at a low valuation and the company has significant value in tax shields, real estate, and gaming investments that we think are underappreciated.

 

Conclusion

 

Stock returns are largely a result of free cash flow, growth, and multiple change, with most of the returns in recent years from the last variable. With the high-priced index offering a low free-cash-flow yield and likely a continuation of low growth, long-term index returns look challenging. We believe our approach of finding individual securities that we believe are mispriced and offer solid risk-adjusted returns is more important than ever when equities are expensive as they are today. Even if the rules have changed—and we would not argue they have—we have moved to prices where those who stopped thinking about risk will likely regret that decision at some point in the future.

 

We will continue to work hard to find mispriced opportunities to deliver results over the long term while also considering risk. The time to be most aware of potential risks is when others completely ignore them. We never forget that the price you pay matters both for potential return and to mitigate losses if things turn out worse than you expected.

 

 

 

 

 

4  


 

 

   
   
  AMG Yacktman Fund
  Portfolio Manager’s Comments (CONTINUED)

 

 

 

We wish everyone the best for the new year and, as always, will be objective, patient, and diligent when managing the AMG Yacktman Fund.

 

1 Source: 21st Century Champions, Jan. 2021.

 

The views expressed represent the opinions of Yacktman Asset Management LP as of December 31, 2020, are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

 

 

 

5  


 

 

   
   
  AMG Yacktman Fund
  Portfolio Manager’s Comments (CONTINUED)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG Yacktman 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 Yacktman Fund’s Class I shares on December 31, 2010 to a $10,000 investment made in the Russell 1000® Value Index and the S&P 500® 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.

 

 

The table below shows the average annual total returns for the AMG Yacktman Fund, the Russell 1000® Value Index and the S&P 500® Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1 One Year Five
Years
Ten Years
AMG Yacktman Fund2, 3, 4, 5, 6, 7, 8, 9, 10      
Class I 15.28% 12.86% 11.39%
Russell 1000® Value Index11 2.80% 9.74% 10.50%
S&P 500® Index12 18.40% 15.22% 13.88%

 

Effective June 30, 2020, the Yacktman Fund’s primary and secondary benchmarks were changed to the Russell 1000® Value Index becoming the primary benchmark and S&P 500® Index the secondary benchmark from the S&P 500® Index as the primary benchmark and the Russell 1000® Value Index as the secondary benchmark previously.

 

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 amgfunds.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 December 31, 2020. All returns are in U.S. dollars ($).
     
  2 From time to time the Fund’s investment manager has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.
     
  3 The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall.
     
  4 High-yield bonds (also known as “junk bonds”) may be subject to greater levels of interest rate, credit, and liquidity risk than investments in higher rated securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. The issuers of the Fund’s holdings may be involved in bankruptcy proceedings, reorganizations, or financial restructurings, and are not as strong financially as higher-rated issuers.
     
  5 Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.
     
  6 The Fund is subject to risks associated with investments in mid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.
     
  7 The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history and a reliance on one or a limited number of products.
     
  8 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.
     
  9

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.

 



 

 

 

6  


 

 

   
   
  AMG Yacktman Fund
  Portfolio Manager’s Comments (CONTINUED)

  

 

 

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

 

11 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.

 

12  The S&P 500® Index is a capitalization-weighted index of 500 stocks. The S&P 500® Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Unlike the Fund, the S&P 500® Index is unmanaged, is not available for investment and does not incur expenses.

 

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

 

The S&P 500® Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc.

 

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

 

       

 

 

7  


 

 

  AMG Yacktman Fund
  Fund Snapshots (unaudited)
  December 31, 2020

 

 

  

PORTFOLIO BREAKDOWN  
   
Sector % of
Net Assets
Consumer Staples 19.2
Information Technology 17.7
Communication Services 17.1
Consumer Discretionary 9.5
Financials 9.1
Industrials 6.9
Health Care 3.3
Energy 1.6
Materials 1.2
Short-Term Investments 14.3
Other Assets Less Liabilities 0.1

TOP TEN HOLDINGS  
     
Security Name % of
Net Assets
Samsung Electronics Co., Ltd., 1.340% (South Korea) 10.1
Bollore SA (France)   5.3
Brenntag AG (Germany)   3.7
Sysco Corp.   2.9
PepsiCo, Inc.   2.9
Alphabet, Inc., Class C   2.9
News Corp., Class A   2.8
The Walt Disney Co.   2.7
The Procter & Gamble Co.   2.6
Microsoft Corp.   2.6
Top Ten as a Group   38.5


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.

 

 

 

8  


 

 

   
   
  AMG Yacktman Fund
  Fund Snapshots (continued)
  For the six months ended December 31, 2020

 

 

 

NEW EQUITY POSITIONS
 
New Purchases Current
Shares Held
The Charles Schwab Corp. 1,825,000
Hyundai Mobis Co., Ltd. (South Korea) 550,000
Tyson Foods, Inc., Class A 1,460,000

 

CORPORATE BONDS & NOTES SALES
     
Sales Net Principal
Sold
Current Principal
Held
Service Properties Trust, 4.350%, 10/01/24 $13,505,000 $20,678,000
Service Properties Trust, 4.500%, 03/15/25 7,623,000
Service Properties Trust, 4.650%, 03/15/24 11,665,000
Six Flags Entertainment Corp., 5.500%, 04/15/27 18,720,000

 

EQUITY PURCHASES & SALES
     
Purchases Net Shares
Purchased
Current Shares
Held
Ingredion, Inc. 760,000 1,150,000
KT&G Corp. (South Korea) 600,000 1,100,000

 

Sales Net Shares
Sold
Current Shares
Held
Alphabet, Inc., Class C 5,000 125,000
Booking Holdings, Inc. 5,000 85,000
Continental AG (Germany) 1,040,000 900,000
Fox Corp., Class A 2,100,000 4,200,000
Johnson & Johnson 50,000 1,000,000
Macy’s, Inc. 5,700,000 13,800,000
Microsoft Corp. 100,000 900,000
Oracle Corp. 100,000 1,000,000
PepsiCo, Inc. 100,000 1,500,000
Qurate Retail, Inc., Series A 1,900,000
Samsung Electronics Co., Ltd., 1.340% (South Korea) 4,600,000 11,400,000
The Walt Disney Co. 400,000 1,150,000

 

 

 

9  


 

  

   
  AMG Yacktman Fund
  Schedule of Portfolio Investments
  December 31, 2020

 

 

 

  Shares Value
Common Stocks - 72.8%    
Communication Services - 17.1%    
Alphabet, Inc., Class C* 125,000 $218,985,000
Bollore SA (France) 97,075,700 401,907,946
Comcast Corp., Class A 1,100,000 57,640,000
Fox Corp., Class A1 4,200,000 122,304,000
Fox Corp., Class B 3,100,000 89,528,000
News Corp., Class A 11,700,000 210,249,000
The Walt Disney Co.* 1,150,000 208,357,000
Total Communication Services   1,308,970,946
Consumer Discretionary - 9.5%    
Booking Holdings, Inc.* 85,000 189,317,950
Continental AG (Germany) 900,000 133,951,750
Hyundai Mobis Co., Ltd. (South Korea) 550,000 129,451,389
Macy’s, Inc. 13,800,000 155,250,000
Ralph Lauren Corp. 404,000 41,910,960
Rinnai Corp. (Japan) 620,000 72,070,128
Stanley Electric Co., Ltd. (Japan) 166,668 5,376,618
Total Consumer Discretionary   727,328,795
Consumer Staples - 19.2%    
Associated British Foods PLC (United Kingdom)* 4,550,000 140,479,816
Beiersdorf AG, ADR (Germany) 4,305,280 100,958,816
The Coca-Cola Co. 3,000,000 164,520,000
Colgate-Palmolive Co. 1,100,000 94,061,000
Hengan International Group Co., Ltd. (China) 6,935,400 49,106,762
Ingredion, Inc. 1,150,000 90,470,500
KT&G Corp. (South Korea)* 1,100,000 84,222,202
PepsiCo, Inc. 1,500,000 222,450,000
The Procter & Gamble Co. 1,450,000 201,753,000
Sysco Corp. 3,000,000 222,780,000
Tyson Foods, Inc., Class A 1,460,000 94,082,400
Total Consumer Staples   1,464,884,496
Energy - 1.1%    
ConocoPhillips 650,000 25,993,500
Exxon Mobil Corp. 600,000 24,732,000
Weatherford International PLC* 5,443,901 32,663,406
Total Energy   83,388,906
Financials - 8.8%    
The Bank of New York Mellon Corp. 2,300,000 97,612,000
The Charles Schwab Corp. 1,825,000 96,798,000
First Hawaiian, Inc. 1,530,000 36,077,400
FirstCash, Inc. 460,000 32,218,400
The Goldman Sachs Group, Inc. 180,000 47,467,800
  Shares Value
State Street Corp. 1,900,000 $138,282,000
U.S. Bancorp 2,800,000 130,452,000
Wells Fargo & Co. 3,050,000 92,049,000
Total Financials   670,956,600
Health Care - 3.3%    
Anthem, Inc. 300,000 96,327,000
Johnson & Johnson 1,000,000 157,380,000
Total Health Care   253,707,000
Industrials - 5.0%    
Aggreko PLC (United Kingdom) 3,848,864 32,993,041
Brenntag AG (Germany) 3,600,000 279,941,521
GrafTech International, Ltd. 2,500,621 26,656,620
MSC Industrial Direct Co., Inc., Class A 530,000 44,726,700
Valmont Industries, Inc. 3,529 617,328
Total Industrials   384,935,210
Information Technology - 7.6%    
Cisco Systems, Inc. 1,400,000 62,650,000
Cognizant Technology Solutions Corp., Class A 2,300,000 188,485,000
Corning, Inc. 1,100,000 39,600,000
Infosys, Ltd., Sponsored ADR (India) 1,265,000 21,441,750
Microsoft Corp. 900,000 200,178,000
Oracle Corp. 1,000,000 64,690,000
Total Information Technology   577,044,750
Materials - 1.2%    
Huntsman Corp. 3,500,000 87,990,000
Total Common Stocks    
(Cost $3,830,597,729)   5,559,206,703
     
  Principal
Amount
 
Corporate Bonds and Notes - 2.7%    
Energy - 0.5%    
W&T Offshore, Inc.
9.750%, 11/01/232
$51,359,000 36,336,492
Financials - 0.3%    
Service Properties Trust
4.350%, 10/01/24
20,678,000 20,419,525
Industrials - 1.9%    
Macy’s Retail Holdings, LLC    
2.875%, 02/15/23 14,800,000 14,226,500
3.625%, 06/01/24 3,748,000 3,560,600
Weatherford International, Ltd. (Bermuda)    
11.000%, 12/01/241,2 166,485,000 129,858,300
Total Industrials   147,645,400
Total Corporate Bonds and Notes    
(Cost $253,352,851)   204,401,417


 

 

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

 

10  


 

 

   
  AMG Yacktman Fund
  Schedule of Portfolio Investments (continued)

 

 

 

  Shares Value
Preferred Stock - 10.1%    
Information Technology - 10.1%    
Samsung Electronics Co., Ltd., 1.340% (South Korea) 11,400,000 $773,341,384
Total Preferred Stock    
(Cost $218,846,116)   773,341,384
     
  Principal
Amount
 
Short-Term Investments - 14.3%    
Joint Repurchase Agreements - 0.0%#,3    
Nomura Securities International, Inc., dated 12/31/20, due 01/04/21, 0.070% total to be received $309,511 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 8.500%, 01/31/21 - 01/15/56, totaling $315,699) $309,509 309,509
     
  Shares Value
Other Investment Companies - 14.3%    
     
Dreyfus Government Cash Management Fund, Institutional Shares, 0.03%4 375,295,256 $375,295,256
JPMorgan U.S. Government Money Market Fund, IM Shares, 0.03%4 712,350,265 712,350,265
Total Other Investment Companies   1,087,645,521
Total Short-Term Investments    
(Cost $1,087,955,030)   1,087,955,030
Total Investments - 99.9%    
(Cost $5,390,751,726)   7,624,904,534
Other Assets, less Liabilities - 0.1%   11,234,393
Net Assets - 100.0%   $7,636,138,927


* Non-income producing security.

# Less than 0.05%.

1 Some of these securities, amounting to $1,731,047 or less than 0.1% 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 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 December 31, 2020, the value of these securities amounted to $166,194,792 or 2.2% of net assets.
3 Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

4 Yield shown represents the December 31, 2020, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

ADR American Depositary Receipt



 

 

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

 

11  


 

 

   
  AMG Yacktman 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 December 31, 2020:

 

    Level 1   Level 21   Level 3   Total
Investments in Securities                
Common Stocks                
Consumer Staples   $1,191,075,716   $273,808,780     $1,464,884,496
Communication Services   907,063,000   401,907,946     1,308,970,946
Consumer Discretionary   386,478,910   340,849,885     727,328,795
Financials   670,956,600       670,956,600
Information Technology   577,044,750       577,044,750
Industrials   72,000,648   312,934,562     384,935,210
Health Care   253,707,000       253,707,000
Materials   87,990,000       87,990,000
Energy   83,388,906       83,388,906
Corporate Bonds and Notes     204,401,417     204,401,417
Preferred Stock     773,341,384     773,341,384
Short-Term Investments                
Joint Repurchase Agreements     309,509     309,509
Other Investment Companies   1,087,645,521       1,087,645,521
Total Investments in Securities   $5,317,351,051   $2,307,553,483     $7,624,904,534

 

All corporate bonds and notes and preferred stocks held in the Fund are level 2 securities. For a detailed breakout of corporate bonds and notes and preferred stocks by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments.
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 December 31, 2020, there were no transfers in or out of Level 3.

 

The country allocation in the Schedule of Portfolio Investments at December 31, 2020, was as follows:

 

Country % of Long-Term
Investments
Bermuda 2.0
China 0.7
France 6.1
Germany 7.9
India 0.3
Japan 1.2
South Korea 15.1
United Kingdom 2.7
United States 64.0
  100.0

 

 

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

 

12  


 

 

   
  AMG Yacktman Focused Fund
  Portfolio Manager’s Comments (unaudited)

 

 

 

We hope you have managed through the difficulties of 2020 as safely and healthily as possible.

 

In 2020, the AMG Yacktman Focused Fund (the Fund) Class N shares delivered strong results compared to the Russell 1000® Value Index with the Fund appreciating 17.26%, significantly outperforming the Russell 1000® Value benchmark, which was up 2.80% (but modestly underperforming the secondary S&P 500® Index which returned 18.40% for the year). During the year we were able to make many new investments, especially during the steep declines of the first quarter, reducing cash meaningfully in 2020. While we were aggressive purchasers during the market drop, had the declines lasted for more than a few weeks or been even sharper we would have been able to put even more cash to work. Overall, we are pleased to have delivered the strong outperformance versus our value benchmark last year.

 

Recently, Mutual Fund Observer looked at risk-adjusted returns for the 2,076 equity-oriented mutual funds that have a 20-year track record and placed the Fund at the top of their risk-adjusted list, declaring, “Yacktman and Yacktman Focused are almost freakishly successful, year and year, by almost every measure. They’re sort of the (pre-2020) New England Patriots of investing. Adam Sabban at Morningstar characterizes them as ‘half equity fund, half absolute-return hedge fund,’ which favors great core businesses but is willing to hold cash, buy during panics and shop overseas.”1

 

While investors have enjoyed high rates of return for the last decade, they have likely set up low returns for the major indices over the long term. Many have forgotten the pain that paying crazy prices in the late-1990s technology bubble led to and should be highly concerned about the valuations of today’s latest story stock. Like the last technology bubble, index funds will likely add many of these speculative companies at the wrong time and price, causing some benchmarks, which are supposed to be passive, to actively cause long-term pain for investors.

 

Getting Growth at Value Prices

 

Many of our favorite investments today continue to be in complicated, mispriced, owner-operated conglomerates like Samsung Electronics Co., Ltd., Bollore SA, News Corp., and Associated British Foods PLC. Each of these companies has business units that are powerful and growing rapidly, along with other businesses that are substantial contributors to cash flow and sell at significant discounts to what

 

we think they are worth. Several of these companies are in the process of unlocking value through better disclosure or separation of the stronger business units. Often these mispriced securities require a great deal of time and patience, which are qualities we take pride in possessing, especially in an industry that affords few a true long-term approach.

 

Contributors for the year included Samsung, Brenntag, and Microsoft

 

Samsung was the top contributor to results last year, and is our largest position. The company has a strong market position in high growth markets, including foundry, sensors, and 5G equipment, and a good position in emerging industries like artificial intelligence, autonomous driving, and internet of things, yet it sells at an extremely low multiple of earnings and cash flow and has a significant amount of net excess net cash and securities on the balance sheet. Samsung’s core semiconductor business is set up for high growth over the next few years, and we think the stock could be in an early phase of positive re-rating, which is a period where a stock goes from a low multiple to a substantially higher one that better reflects the company’s business prospects.

 

Brenntag AG, which is the global leader in distribution of chemicals to small and mid-sized businesses, produced strong returns last year as the company demonstrated remarkable business consistency, despite the significant economic headwinds. We think the shares remain attractive and the company has a strong market position and management team, which should enable Brenntag to produce strong results over time.

 

Microsoft Corp. continued to deliver strong business and share price results last year. The company continues to benefit from strong customer growth, especially in its cloud business, and remains attractively priced, given the potential for solid long-term cash flow growth.

 

Detractors included Weatherford, Macy’s, and Fox

 

Weatherford International PLC’s equity and debt detracted from results due to general weakness in the energy sector. Although fundamentals were challenging during the year, management was able to downsize the business and navigate through the challenges reasonably well. We expect to see better results as the economy improves in 2021.

 

Macy’s, Inc. suffered from shutdowns in 2020 much like Weatherford. Its core retail business suffered and the value of its real estate was impaired, especially in cities like New York and San Francisco. Due to the huge price swings in the stock, we were able to purchase additional shares at low prices during the declines and then reduce our holding as the stock nearly doubled in the fourth quarter alone.

 

Have the rules of investing changed?

 

At times, a long-term change in rules can create a significant impact. Perhaps we are in an environment where securities sell at higher prices versus prior eras due to central banking, but the net result of the higher prices will be lower long-term returns. In 1968 baseball pitchers dominated hitters, causing low-scoring games that were less popular with fans. The following year, the height of the pitcher’s mound was reduced from 15 inches to 10 inches, where it remains today, and hitters and average runs per game increased from 3.42 to 4.07, although some of the increase likely came from new teams being added to the league (ESPN article, March 8, 2019).

 

Fox Corp. declined last year due to advertising weakness and challenges with Fox News and lower viewership of sports. The shares sell at a low valuation and the company has significant value in tax shields, real estate, and gaming investments that we think are underappreciated.

 

Conclusion

 

Stock returns are largely a result of free cash flow, growth, and multiple change, with most of the returns in recent years from the last variable. With the high-priced index offering a low free-cash-flow yield and likely a continuation of low growth, long-term index returns look challenging. We believe our approach of finding individual securities that we believe are mispriced and offer solid risk-adjusted returns is more important than ever when equities are expensive as they are today. Even if the rules have changed—and we would not argue they have—we have moved to prices where those who stopped thinking about risk will likely regret that decision at some point in the future.

 

We will continue to work hard to find mispriced opportunities to deliver results over the long term while also considering risk. The time to be most aware of potential risks is when others completely ignore them. We never forget that the price you pay matters both for potential return and to mitigate losses if things turn out worse than you expected.

 

 

 

 

 

13  


 

 

   
  AMG Yacktman Focused Fund
  Portfolio Manager’s Comments (continued)

 

 

 

We wish everyone the best for the new year and, as always, will be objective, patient, and diligent when managing the AMG Yacktman Focused Fund.

 

1 Source: 21st Century Champions, Jan. 2021.

 

The views expressed represent the opinions of Yacktman Asset Management LP as of December 31, 2020, are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

 

 

 

14  


 

 

   
  AMG Yacktman Focused Fund
  Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG Yacktman Focused 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 Yacktman Focused Fund’s Class N shares on December 31, 2010 to a $10,000 investment made in the Russell 1000® Value Index and the S&P 500® 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.

 

 

 

The table below shows the average annual total returns for the AMG Yacktman Focused Fund, the Russell 1000® Value Index and the S&P 500® Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1 One
Year
Five
Years
Ten
Years
Since
Inception
Inception
Date
AMG Yacktman Focused Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13
Class N 17.26% 13.93% 11.77% 10.12% 05/01/97
Class I 17.52% 14.14% 12.79% 07/24/12
Russell 1000® Value Index14 2.80% 9.74% 10.50% 8.08% 05/01/97
S&P 500® Index15 18.40% 15.22% 13.88% 8.79% 05/01/97

 

Effective June 30, 2020, the Yacktman Fund’s primary and secondary benchmarks were changed to the Russell 1000® Value Index becoming the primary benchmark and S&P 500® Index the secondary benchmark from the S&P 500® Index as the primary benchmark and the Russell 1000® Value Index as the secondary benchmark previously.

 

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 amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

 

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

 

Date reflects the inception date of the Fund, not the index.
  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 December 31, 2020. All returns are in U.S. dollars ($).
     
  2 From time to time the Fund’s investment manager has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.
     
  3 The Fund may suffer significant losses on assets that it sells short. Unlike the possible loss on a security that is purchased, there is no limit on the amount of loss on an appreciating security that is sold short.
     
  4 The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall.
     
  5 The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.
     
  6 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.
     
  7 High-yield bonds (also known as “junk bonds”) may be subject to greater levels of interest rate, credit, and liquidity risk than investments in higher rated securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. The issuers of the Fund’s holdings may be involved in bankruptcy proceedings, reorganizations, or financial restructurings, and are not as strong financially as higher-rated issuers.
     
  8 Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.
     
  9 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.


 

 

 

15  


 

 

   
  AMG Yacktman Focused Fund
  Portfolio Manager’s Comments (continued)

 

 

 

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

 

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

 

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

 

 

13  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.

 

14  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.

 

15  The S&P 500® Index is a capitalization-weighted index of 500 stocks. The S&P 500® Index is

 

designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Unlike the Fund, the S&P 500® Index is unmanaged, is not available for investment and does not incur expenses.

 

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

 

The S&P 500® Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc.

 

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

 

 

 

 

16  


 

 

AMG Yacktman Focused Fund

Fund Snapshots (unaudited)

December 31, 2020

 

   

  

PORTFOLIO BREAKDOWN
 
  Sector % of
Net Assets
Consumer Staples 19.5  
Information Technology 18.8  
Communication Services 16.3  
Consumer Discretionary 12.2  
Industrials 7.3  
Financials 5.7  
Health Care 1.9  
Materials 1.6  
Energy 1.5  
Short-Term Investments 15.0  
Other Assets Less Liabilities 0.2  

TOP TEN HOLDINGS

 

  Security Name   % of
Net Assets
Samsung Electronics Co., Ltd., 1.340% (South Korea)   13.1
Bollore SA (France)   5.4
Brenntag AG (Germany)   3.5
Associated British Foods PLC (United Kingdom)   3.1
Sysco Corp.   2.9
The Walt Disney Co.   2.7
Fox Corp., Class B   2.7
Alphabet, Inc., Class C   2.7
PepsiCo, Inc.   2.6
News Corp., Class A   2.6
Top Ten as a Group   41.3


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.

 

 

17  


 

 

 

AMG Yacktman Focused Fund

Fund Snapshots (continued)

For the six months ended December 31, 2020

 

   

 

NEW EQUITY POSITIONS

 

New Purchases Current
Shares Held
The Charles Schwab Corp. 855,000
Hyundai Mobis Co., Ltd. (South Korea) 260,000
Tyson Foods, Inc., Class A 700,000

 

CORPORATE BONDS & NOTES SALES

 

Sales Net Principal
Sold
Current Principal
Held
Service Properties Trust, 4.350%,    
10/01/24 $3,495,000 $12,174,000
Service Properties Trust, 4.500%,    
03/15/25 3,505,000
Service Properties Trust, 4.650%,    
03/15/24 5,335,000
Six Flags Entertainment Corp., 5.500%,    
04/15/27 8,485,000

 

EQUITY PURCHASES & SALES

 

Purchases Net Shares
Purchased
Current Shares
Held
Ingredion, Inc. 360,000 540,000
KT&G Corp. (South Korea) 665,000 900,000
Yuasa Trading Co., Ltd. (Japan) 81,500 332,500

 

Sales Net Shares
Sold
Current Shares
Held
Alphabet, Inc., Class C 3,000 56,000
Booking Holdings, Inc. 6,000 40,000
Cisco Systems, Inc. 300,000 300,000
Continental AG (Germany) 470,000 400,000
Fox Corp., Class B 1,000,000 3,450,000
Johnson & Johnson 20,000 430,000
Macy’s, Inc. 2,500,000 6,500,000
Microsoft Corp. 20,000 410,000
Oracle Corp. 280,000 250,000
Qurate Retail, Inc., Series A 900,000
Samsung Electronics Co., Ltd., 1.340% (South Korea) 3,350,000 7,050,000
The Walt Disney Co. 100,000 550,000


 

18  


 

 

 

AMG Yacktman Focused Fund

Schedule of Portfolio Investments

December 31, 2020

 

   

  

  Shares Value  
Common Stocks - 68.7%      
Communication Services - 16.3%      
Alphabet, Inc., Class C* 56,000 $98,105,280  
Bollore SA (France) 47,746,528 197,677,781  
Fox Corp., Class B 3,450,000 99,636,000  
News Corp., Class A 5,145,915 92,472,093  
News Corp., Class B 200,000 3,554,000  
The Walt Disney Co.* 550,000 99,649,000  
Total Communication Services   591,094,154  
Consumer Discretionary - 12.2%      
Booking Holdings, Inc.* 40,000 89,090,800  
Continental AG (Germany) 400,000 59,534,111  
Hyundai Home Shopping Network Corp. (South Korea) 547,254 41,166,715  
Hyundai Mobis Co., Ltd. (South Korea) 260,000 61,195,202  
Macy’s, Inc. 6,500,000 73,125,000  
Ralph Lauren Corp. 183,000 18,984,420  
Rinnai Corp. (Japan) 276,000 32,082,831  
Sodexo, S.A. (France) 800,000 67,658,986  
Stanley Electric Co., Ltd. (Japan) 75,832 2,446,299  
Total Consumer Discretionary   445,284,364  
Consumer Staples - 19.1%      
Ambev S.A., ADR (Brazil) 7,000,000 21,420,000  
Associated British Foods PLC (United Kingdom)* 3,700,000 114,236,334  
The Coca-Cola Co. 1,300,000 71,292,000  
 
Hengan International Group Co., Ltd. (China) 5,872,300 41,579,381  
Ingredion, Inc. 540,000 42,481,800  
 
KT&G Corp. (South Korea)* 900,000 68,909,074  
PepsiCo, Inc. 650,000 96,395,000  
 
The Procter & Gamble Co. 630,000 87,658,200  
 
Sysco Corp. 1,400,000 103,964,000  
Tyson Foods, Inc., Class A 700,000 45,108,000  
 
Total Consumer Staples   693,043,789  
Energy - 1.0%      
ConocoPhillips 300,000 11,997,000  
Exxon Mobil Corp. 250,000 10,305,000  
 
Weatherford International PLC* 2,421,818 14,530,908  
 
Total Energy   36,832,908  
 
Financials - 5.4%      
The Bank of New York Mellon Corp. 650,000 27,586,000  
The Charles Schwab Corp. 855,000 45,349,200  
 
First Hawaiian, Inc. 696,000 16,411,680  
 
State Street Corp. 800,000 58,224,000  
       
    Shares Value  
U.S. Bancorp   750,000 $34,942,500  
Wells Fargo & Co.   500,000 15,090,000  
Total Financials     197,603,380  
Health Care - 1.9%      
Johnson & Johnson   430,000 67,673,400  
Industrials - 5.5%      
Aggreko PLC (United Kingdom) 2,890,601 24,778,667  
Brenntag AG (Germany) 1,650,000 128,306,530  
Mitsuboshi Belting, Ltd. (Japan) 91,535 1,508,901  
MSC Industrial Direct Co., Inc., Class A 220,000 18,565,800  
Societe BIC, S.A. (France) 300,000 16,970,733  
Yuasa Trading Co., Ltd. (Japan) 332,500 10,693,680  
Total Industrials     200,824,311  
Information Technology - 5.7%      
Cisco Systems, Inc.   300,000 13,425,000  
Cognizant Technology Solutions Corp., Class A 1,050,000 86,047,500  
Microsoft Corp.   410,000 91,192,200  
Oracle Corp.   250,000 16,172,500  
Total Information Technology   206,837,200  
Materials - 1.6%        
Huntsman Corp.   1,600,000 40,224,000  
Nihon Parkerizing Co., Ltd. (Japan) 1,868,100 19,376,951  
Total Materials     59,600,951  
Total Common Stocks      
(Cost $1,891,685,903)   2,498,794,457  
         
    Principal    
    Amount    
Corporate Bonds and Notes - 2.6%      
Energy - 0.5%        
W&T Offshore, Inc.        
9.750%, 11/01/231   $22,824,000 16,147,980  
Financials - 0.3%      
Service Properties Trust      
4.350%, 10/01/24   12,174,000 12,021,825  
Industrials - 1.8%      
Macy’s Retail Holdings, LLC      
2.875%, 02/15/23   6,823,000 6,558,609  
3.625%, 06/01/24   1,720,000 1,634,000  
Weatherford International, Ltd. (Bermuda)      
11.000%, 12/01/241   74,388,000 58,022,640  
Total Industrials     66,215,249  
Total Corporate Bonds and Notes    
(Cost $115,601,423)     94,385,054  
         
         
         
         
         


 

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

19  


 

 

 

AMG Yacktman Focused Fund

Schedule of Portfolio Investments (continued)

 

   

  

  Shares Value  
Preferred Stocks - 13.5%      
Consumer Staples - 0.4%

 

 
Amorepacific Corp., 1.060% (South Korea) 250,000 $14,288,758  
 
Information Technology - 13.1%

  

 
Samsung Electronics Co., Ltd., 1.340% (South      
Korea) 7,050,000 478,250,593  
Total Preferred Stocks      
(Cost $137,074,156)   492,539,351  
Short-Term Investments - 15.0%      
Other Investment Companies - 15.0%      
Dreyfus Government Cash Management Fund,      
Institutional Shares, 0.03%2 228,482,486 228,482,486  
JPMorgan U.S. Government Money Market Fund,      
IM Shares, 0.03%2 319,225,119 319,225,119  
Total Short-Term Investments      
(Cost $547,707,605)   547,707,605  
       
  Value  
Total Investments - 99.8%    
(Cost $2,692,069,087) $3,633,426,467  
Other Assets, less Liabilities - 0.2% 5,810,525  
Net Assets - 100.0% $3,639,236,992  
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     


* 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 December 31, 2020, the value of these securities amounted to $74,170,620 or 2.0% of net assets.
2 Yield shown represents the December 31, 2020, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

ADR    American Depositary Receipt



 

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

20  


 

 

 

AMG Yacktman Focused 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 December 31, 2020:

 

    Level 1   Level 21   Level 3   Total
Investments in Securities                
Common Stocks                
Consumer Staples   $468,319,000   $224,724,789     $693,043,789
Communication Services   393,416,373   197,677,781     591,094,154
Consumer Discretionary   181,200,220   264,084,144     445,284,364
Information Technology   206,837,200       206,837,200
Industrials   18,565,800   182,258,511     200,824,311
Financials   197,603,380       197,603,380
Health Care   67,673,400       67,673,400
Materials   40,224,000   19,376,951     59,600,951
Energy   36,832,908       36,832,908
Corporate Bonds and Notes     94,385,054     94,385,054
Preferred Stocks     492,539,351     492,539,351
Short-Term Investments                
Other Investment Companies   547,707,605       547,707,605
Total Investments in Securities   $2,158,379,886   $1,475,046,581     $3,633,426,467

 

All corporate bonds and notes and preferred stocks held in the Fund are level 2 securities. For a detailed breakout of corporate bonds and notes and preferred stocks by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments.

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 December 31, 2020, there were no transfers in or out of Level 3.

 

The country allocation in the Schedule of Portfolio Investments at December 31, 2020, was as follows:

 

 Country % of Long-Term
Investments
     
Bermuda 1.9  
Brazil 0.7  
China 1.3  
France 9.2  
Germany 6.1  
Japan 2.1  
South Korea 21.5  
United Kingdom 4.5  
United States 52.7  
  100.0  

 

 

 

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

21  


 

 

 

AMG Yacktman Focused Fund - Security Selection Only

Portfolio Manager’s Comments (unaudited)

 

   

  

We hope you have managed through the difficulties of 2020 as safely and healthily as possible.

 

In 2020, the AMG Focused Fund – Security Selection Only (the Fund) Class N shares delivered strong results compared to the Russell 1000® Value Index with the Fund appreciating 18.32% compared to a 2.80% return for the benchmark (and with a return in line with the secondary benchmark, the S&P 500® Index, which returned 18.40%). We were able to use market declines to bargain hunt and add many new positions to the Fund. Due to its flexible mandate and smaller asset base, the Fund is able to own smaller market cap companies than some of our other funds, and we utilized that capability in 2020.

 

While investors have enjoyed high rates of return for the last decade, they have likely set up low returns for the major indices over the long term. These high market prices do not concern us much for the Fund because we have a very flexible mandate that allows us to invest in bargains we are able to find without too much concern about market cap or geography.

 

Getting Growth at Value Prices

 

Many of our favorite investments today continue to be in complicated, mispriced, owner-operated conglomerates like Samsung Electronics Co., Ltd., Bollore SA, News Corp., and Associated British Foods PLC. Each of these companies has business units that are powerful and growing rapidly, along with other businesses that are substantial contributors to cash flow and sell at significant discounts to what we think they are worth. Several of these companies are in the process of unlocking value through better disclosure or separation of the stronger business units. Often these mispriced securities require a great deal of time and patience, which are qualities we take great pride in possessing, especially in an industry that affords few a true long-term approach.

 

Contributors for the year included Samsung, HI-LEX Corp., and Waddell & Reed

 

Samsung was the top contributor to results last year, and is our largest position. The company has a strong market position in high growth markets, including foundry, sensors, and 5G equipment, and a good position in emerging industries like artificial intelligence, autonomous driving, and internet of

things, yet it sells at an extremely low multiple of earnings and cash flow and has a significant amount of net excess net cash and securities on the balance sheet. Samsung’s core semiconductor business is set up for high growth over the next few years, and we think the stock could be in an early phase of positive re-rating, which is a period where a stock goes from a low multiple to a substantially higher one that better reflects the company’s business prospects.

 

HI-LEX Corp., a small but super-inexpensive manufacturer of control cables for automobiles, had strong results in 2020. At the modest fund size, we are able to take positions in smaller market cap companies, and HI-LEX is an example of how that flexibility can provide strong rewards.

 

Waddell & Reed Financial, Inc., a small diversified financial services company, was another contributor to results. We bought the shares at an extremely low valuation during the first quarter declines and were pleased when the company agreed to be acquired by Macquaire for a significant premium.

 

Detractors included Weatherford, Amorepacific, and Macy’s

 

Weatherford International PLC’s equity and debt detracted from results due to general weakness in the energy sector. Although fundamentals were challenging during the year, management was able to downsize the business and navigate through the challenges reasonably well. We expect to see better results as the economy improves in 2021.

 

Amorepacific Corp. preferred declined last year as the discount to common shares increased. At the preferred price, Amorepacific trades at less than 1 X sales, which is a remarkable discount to global peers like Estee Lauder and L’Oreal, which are at approximately 6x price to sales.

 

Macy’s, Inc. suffered from shutdowns in 2020 much like Weatherford. Its core retail business suffered and the value of its real estate was impaired, especially in cities like New York and San Francisco. Due to the huge price swings in the stock, we were able to purchase additional shares at low prices during the declines and then reduce our holding as the stock nearly doubled in the fourth quarter alone.

 

Have the rules of investing changed?

  

At times, a long-term change in rules can create a significant impact. Perhaps we are in an environment where securities sell at higher prices versus prior eras due to central banking, but the net result of the higher prices will be lower long-term returns. In 1968 baseball pitchers dominated hitters, causing low-scoring games that were less popular with fans. The following year, the height of the pitcher’s mound was reduced from 15 inches to 10 inches, where it remains today, and hitters and average runs per game increased from 3.42 to 4.07, although some of the increase likely came from new teams being added to the league (ESPN article, March 8, 2019).

 

Stock returns are largely a result of free cash flow, growth, and multiple change, with most of the returns in recent years from the last variable. With the high-priced index offering a low free-cash-flow yield and likely a continuation of low growth, long-term index returns look challenging. We believe our approach of finding individual securities that we believe are mispriced and offer solid risk-adjusted returns is more important than ever when equities are expensive as they are today. Even if the rules have changed—and we would not argue they have—we have moved to prices where those who stopped thinking about risk will likely regret that decision at some point in the future.

 

We will continue to work hard to find mispriced opportunities to deliver results over the long term while also considering risk. The time to be most aware of potential risks is when others completely ignore them. We never forget that the price you pay matters both for potential return and to mitigate losses if things turn out worse than you expected. We wish everyone the best for the new year and, as always, will be objective, patient, and diligent when managing the AMG Yacktman Focused Fund – Security Selection Only.

 

The views expressed represent the opinions of Yacktman Asset Management LP as of December 31, 2020, are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

 

22  


 

 

 

AMG Yacktman Focused Fund - Security Selection Only

Portfolio Manager’s Comments (continued)

 

   

  

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG Yacktman Focused Fund - Security Selection Only’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 Yacktman Focused Fund - Security Selection Only’s Class N shares on January 30, 2017 (inception date), to a $10,000 investment made in the Russell 1000® Value Index and the S&P 500® 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.

 

 

 

The table below shows the average annual total returns for the AMG Yacktman Focused Fund - Security Selection Only, the Russell 1000® Value Index and the S&P 500® Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1 One
Year
Since
Inception
Inception
Date
AMG Yacktman Focused Fund - Security Selection Only2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14
Class N 18.32% 15.74% 01/30/17
Class I 18.47% 15.76% 01/30/17
Russell 1000® Value Index15 2.80% 7.91% 01/30/17
S&P 500® Index16 18.40% 15.83% 01/30/17

 

Effective June 30, 2020, the Yacktman Fund’s primary and secondary benchmarks were changed to the Russell 1000® Value Index becoming the primary benchmark and S&P 500® Index the secondary benchmark from the S&P 500® Index as the primary benchmark and the Russell 1000® Value Index as the secondary benchmark previously.

 

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 amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

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

 

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

 

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 December 31, 2020. All returns are in U.S. dollars ($).

 

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

 

3 The Fund may invest greater than 5% of its assets in money market securities, cash, or cash equivalents as a temporary defensive measure in response to adverse market, economic, political or other conditions.

 

4 The Fund may suffer significant losses on assets that it sells short. Unlike the possible loss on a security that is purchased, there is no limit on the amount of loss on an appreciating security that is sold short.

 

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

 

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

 

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

 

8 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.

 

9 High-yield bonds (also known as “junk bonds”) may be subject to greater levels of interest rate, credit, and liquidity risk than investments in higher rated securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. The issuers of the Fund’s holdings may be involved in bankruptcy proceedings, reorganizations, or financial


 

 

 

23  


 

 

 

AMG Yacktman Focused Fund - Security Selection Only

Portfolio Manager’s Comments (continued)

  

   

  

restructurings, and are not as strong financially as higher-rated issuers.

 

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

 

11 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

 

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

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

 

14 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.

 

15 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.

 

 

16 The S&P 500® Index is a capitalization-weighted index of 500 stocks. The S&P 500® Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Unlike the Fund, the S&P 500® Index is unmanaged, is not available for investment and does not incur expenses.

 

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

 

The S&P 500® Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc.

 

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

  

 

24  


 

 

 

AMG Yacktman Focused Fund - Security Selection Only

Fund Snapshots (unaudited)

December 31, 2020

 

   

  

PORTFOLIO BREAKDOWN
 
Sector  % of
Net Assets
Information Technology 21.6  
Consumer Discretionary 18.5  
Communication Services 16.9  
Industrials 15.0  
Consumer Staples 12.4  
Financials 6.3  
Materials 3.4  
Health Care 1.6  
Energy 0.7  
Short-Term Investments 3.5  
Other Assets Less Liabilities 0.1  

TOP TEN HOLDINGS

 

Security Name   % of
Net Assets
Samsung Electronics Co., Ltd., 1.340% (South Korea)   14.8
HI-LEX Corp. (Japan)     6.9
Bollore SA (France)     6.4
Ocean Wilsons Holdings, Ltd. (Bermuda)     3.5
Financiere de L’Odet SA (France)     3.2
Fox Corp., Class B     2.6
CAC Holdings Corp. (Japan)     2.5
Brenntag AG (Germany)     2.3
Waddell & Reed Financial, Inc., Class A     2.3
Hyundai Home Shopping Network Corp. (South Korea)     2.2
Top Ten as a Group    46.7


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.

 

 

25  


 

 

 

AMG Yacktman Focused Fund - Security Selection Only 

Fund Snapshots (continued) 

For the six months ended December 31, 2020

 

   

 

NEW EQUITY POSITIONS

 

 New Purchases Current
Shares Held
The Charles Schwab Corp. 30,000
Hyundai Mobis Co., Ltd. (South Korea) 5,000
Ingredion, Inc. 8,500
KT&G Corp. (South Korea) 32,000
Trecora Resources 90,000

 

CORPORATE BONDS & NOTES SALES

 

Sales  Net Principal
Sold
Current Principal
Held
 
Helix Energy Solutions Group, Inc.,      
4.125%, 09/15/23 $1,500,000  

 

EQUITY PURCHASES & SALES

 

Purchases Net Shares
Purchased
Current Shares
Held
 
Bollore SA (France) 54,280 2,059,686  
HI-LEX Corp. (Japan) 367,800 617,800  
Ocean Wilsons Holdings, Ltd. (Bermuda) 50,000 400,000  
Utoc Corp. (Japan) 16,800 236,800  
Sales    
Net Shares
Sold
Current Shares
Held
Arcosa, Inc. 17,000
Cisco Systems, Inc. 10,000 10,000
ConocoPhillips 3,500
Continental AG (Germany) 16,000 10,000
Fox Corp., Class B 21,000 119,000
Macy’s, Inc. 60,000 250,000
Oracle Corp. 8,000 9,000
PepsiCo, Inc. 2,000 14,000
Qurate Retail, Inc., Series A 40,000
Qwest Corp., 6.625% 2,500
Qwest Corp., 6.750% 7,500
Qwest Corp., 6.875%1 8,760
Rinnai Corp. (Japan) 16,200 20,000
Samsung Electronics Co., Ltd., 1.340%    
(South Korea) 20,000 290,000
The Walt Disney Co. 2,000 16,000
1  Sales due to a corporate action.    


 

26  


 

 

  AMG Yacktman Focused Fund - Security Selection Only
  Schedule of Portfolio Investments
  December 31, 2020

 

   

 

      Shares Value  
Common Stocks - 77.8%        
Communication Services - 16.9%      
Alphabet, Inc., Class C*   1,240 $2,172,331  
Bollore SA (France)     2,059,686 8,527,409  
Fox Corp., Class B     119,000 3,436,720  
News Corp., Class A     150,000 2,695,500  
Reading International, Inc., Class A*,1  320,000 1,606,400  
Tohokushinsha Film Corp. (Japan)

 

200,000 1,213,812  
The Walt Disney Co.*    16,000 2,898,880  
Total Communication Services     22,551,052  
Consumer Discretionary - 18.5%      
Booking Holdings, Inc.*   1,000 2,227,270  
Car Mate Manufacturing Co., Ltd. (Japan) 52,500 421,441  
Continental AG (Germany)   10,000 1,488,353  
Daewon San Up Co., Ltd. (South Korea) 96,817 493,794  
Hankook AtlasBX Co., Ltd. (South Korea) 17,985 935,235  
HI-LEX Corp. (Japan)   617,800 9,201,506  

Hyundai Home Shopping Network Corp. (South Korea)

39,314 2,957,362  
Hyundai Mobis Co., Ltd. (South Korea) 5,000 1,176,831  
Macy’s, Inc.     250,000 2,812,500  
Ralph Lauren Corp.     5,200 539,448  
Rinnai Corp. (Japan)   20,000 2,324,843  
Total Consumer Discretionary     24,578,583  
Consumer Staples - 10.0%        
Associated British Foods PLC (United Kingdom)* 65,000 2,006,855  
The Coca-Cola Co.     25,000 1,371,000  
Hengan International Group Co., Ltd. (China) 37,000 261,982  
Ingredion, Inc.     8,500 668,695  
KT&G Corp. (South Korea)*   32,000 2,450,100  
PepsiCo, Inc.     14,000 2,076,200  
The Procter & Gamble Co.   16,000 2,226,240  
Sysco Corp.     30,000 2,227,800  
Total Consumer Staples     13,288,872  
Energy - 0.3%      
Exxon Mobil Corp.     2,000 82,440  
Weatherford International PLC*   57,005 342,030  
Total Energy     424,470  
Financials - 6.3%        
The Bank of New York Mellon Corp. 10,000 424,400  
 
The Charles Schwab Corp.   30,000 1,591,200  
First Hawaiian, Inc.     24,900 587,142  
State Street Corp.     30,000 2,183,400  
           

       
  Shares Value  
U.S. Bancorp 13,000 $605,670  
Waddell & Reed Financial, Inc., Class A 120,000 3,056,400  
Total Financials   8,448,212  
Health Care - 1.6%      
Johnson & Johnson 12,000 1,888,560  
Kissei Pharmaceutical Co., Ltd. (Japan) 9,400 204,109  
Total Health Care   2,092,669  
Industrials - 14.0%      
Aggreko PLC (United Kingdom) 19,420 166,471  
 
Brenntag AG (Germany) 40,000 3,110,461  
 
CB Industrial Product Holding Bhd (Malaysia) 10,500,000 2,897,452  
Financiere de L’Odet SA (France) 4,500 4,314,513  
Komelon Corp. (South Korea) 80,000 656,722  
Mitsuboshi Belting, Ltd. (Japan) 2,965 48,876  
MSC Industrial Direct Co., Inc., Class A 7,000 590,730  
Ocean Wilsons Holdings, Ltd. (Bermuda) 400,000 4,632,312  
Sam Yung Trading Co., Ltd. (South Korea) 11,618 149,867  
Utoc Corp. (Japan) 236,800 1,085,293  
Yuasa Trading Co., Ltd. (Japan) 30,000 964,843  
Total Industrials   18,617,540  
Information Technology - 6.8%      
CAC Holdings Corp. (Japan) 240,000 3,315,966  
Cisco Systems, Inc. 10,000 447,500  
Cognizant Technology Solutions Corp., Class A 30,000 2,458,500  
INFOvine Co., Ltd. (South Korea) 40,000 696,130  
Microsoft Corp. 7,000 1,556,940  
Oracle Corp. 9,000 582,210  
Total Information Technology   9,057,246  
Materials - 3.4%      
Kohsoku Corp. (Japan)1 90,000 1,430,283  
Nihon Parkerizing Co., Ltd. (Japan) 240,000 2,489,410  
Trecora Resources* 90,000 629,100  
Total Materials   4,548,793  
Total Common Stocks      
(Cost $87,428,876)   103,607,437  
       
  Principal    
  Amount    
Corporate Bonds and Notes - 1.4%      
Energy - 0.4%      
W&T Offshore, Inc.      
9.750%, 11/01/232 $806,000 570,245  
       
       
       
       


 

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

 

27  


 

 

  AMG Yacktman Focused Fund - Security Selection Only
  Schedule of Portfolio Investments (continued)

 

   

 

  Principal    
  Amount Value  
Industrials - 1.0%      
Weatherford International, Ltd. (Bermuda)      
11.000%, 12/01/242 $1,721,000 $1,342,380  
Total Corporate Bonds and Notes      
(Cost $2,605,539)   1,912,625  

 

 

Shares    
Preferred Stocks - 17.2%      
Consumer Staples - 2.4%      
Amorepacific Corp., 1.060% (South Korea) 25,000 1,428,876  
LG Household & Health Care, Ltd., 1.470% (South Korea) 2,100 1,389,177  
QVC, Inc., 6.250% 16,731 426,138  
Total Consumer Staples   3,244,191  
Information Technology - 14.8%      
Samsung Electronics Co., Ltd., 1.340% (South Korea) 290,000 19,672,719  
Total Preferred Stocks      
(Cost $12,665,580)   22,916,910  
       
  Principal    
  Amount    
Short-Term Investments - 3.5%      
Joint Repurchase Agreements - 0.1%3      
Citibank N.A., dated 12/31/20, due 01/04/21,      
0.070% total to be received $128,530      
(collateralized by various U.S. Government      
Agency Obligations and U.S. Treasuries, 1.375%      
- 6.000%, 07/01/24 - 02/15/50, totaling      
$131,206) $128,529 128,529  
       
  Shares Value  
   
Other Investment Companies - 3.4%      
Dreyfus Government Cash Management Fund, Institutional Shares, 0.03%4 1,479,244 $1,479,244  
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 0.03%4 1,479,247 1,479,247  
JPMorgan U.S. Government Money Market Fund, IM Shares, 0.03%4 1,524,072 1,524,072  
Total Other Investment Companies   4,482,563  
   
Total Short-Term Investments      
(Cost $4,611,092)   4,611,092  
Total Investments - 99.9%      
(Cost $107,311,087)   133,048,064  
Other Assets, less Liabilities - 0.1%   141,291  
Net Assets - 100.0%   $133,189,355  
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       


* Non-income producing security.

1 Some of these securities, amounting to $128,346 or 0.1% 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 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 December 31, 2020, the value of these securities amounted to $1,912,625 or 1.4% of net assets.
3 Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

4 Yield shown represents the December 31, 2020, 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.

28  


 

   
  AMG Yacktman Focused Fund - Security Selection Only
  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 December 31, 2020:

 

    Level 1   Level 21   Level 3   Total
Investments in Securities                
Common Stocks                
Consumer Discretionary   $5,579,218   $18,999,365     $24,578,583
Communication Services   12,809,831   9,741,221     22,551,052
Industrials   3,488,182   15,129,358     18,617,540
Consumer Staples   8,569,935   4,718,937     13,288,872
Information Technology   5,045,150   4,012,096     9,057,246
Financials   8,448,212       8,448,212
Materials   629,100   3,919,693     4,548,793
Health Care   1,888,560   204,109     2,092,669
Energy   424,470       424,470
Corporate Bonds and Notes     1,912,625     1,912,625
Preferred Stocks                
Information Technology     19,672,719     19,672,719
Consumer Staples   426,138   2,818,053     3,244,191
Short-Term Investments                
Joint Repurchase Agreements     128,529     128,529
Other Investment Companies   4,482,563       4,482,563
Total Investments in Securities   $51,791,359   $81,256,705     $133,048,064

 

All corporate bonds and notes held in the Fund are level 2 securities. For a detailed breakout of corporate bonds and notes by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments.

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 December 31, 2020, there were no transfers in or out of Level 3.

 

The country allocation in the Schedule of Portfolio Investments at December 31, 2020, was as follows:

 

Country % of Long-Term
Investments
Bermuda 4.6  
China 0.2  
France 10.0  
Germany 3.6  
Japan 17.7  
Malaysia 2.3  
South Korea 24.9  
United Kingdom 1.7  
United States 35.0  
  100.0  

 

 

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

29  


 

 

   
  AMG Yacktman Special Opportunities Fund
  Portfolio Manager’s Comments (unaudited)

 

   

 

AMG Yacktman Special Opportunities Fund - Year-End Update - December 31, 2020

 

For the twelve months ending December 31, 2020, the AMG Yacktman Special Opportunities Fund (the Fund) Class I shares returned 12.66%, behind the 16.31% return of the MSCI All Country World All Cap Index (ACWI).

 

Remember back to March—a 16.31% return for the year probably wouldn’t have even made the oddsmaker’s board if asked to make a prediction at the time. 2020 was a volatile year in the stock market, but let’s not forget the suffering around the world due to the impact of the COVID-19 virus. This was a tough year, no matter what the stock market said at the end.

 

Our job is to manage the investment side, and on that front we are proud of the recovery from the March downturn and satisfied with the solid absolute performance. The market has been surprisingly resilient in the face of the year’s turmoil. We should acknowledge there are reasons for optimism with vaccines arriving in 2021, bringing the potential for a return to “normal.” We (and our families) look forward to that with relief. We imagine a big rush of demand in areas like travel and experiences, but we are not convinced that the pandemic’s economic and social damage will be brushed away so easily. How many people will look around in the second half of 2021 and find that “normal” means a lower standard compared to 2019?

 

Yet in many areas, we are observing signs of speculative behavior that go far beyond any “re-opening” scenario. Exuberance is back, whether it’s the rise of special purpose acquisition companies (SPACs), enthusiasm for EV/battery companies, or the ever-higher sales multiples for technology companies (10x sales? Maybe the next investor will pay 20–50x?).

 

Many of these companies benefited from 2020’s unique circumstances. The managers and retail investors who rode the wave are full of confidence. We’d characterize much of this as speculation or even gambling rather than rational investing where fundamentals and valuation matter. It stands to reason that future returns from here will likely be far below historical standards. Even many of the recovery plays (airlines, cruises, retail, and restaurants as examples) are now trading at normalized valuations above pre-pandemic levels, despite still facing many months of cash burn and lugging around expensive debt raised in the pandemic. It seems that the concept of risk or

 

downside protection is given scant attention in the face of rising prices. Why bother when stocks only go up? (Just don’t look at March.)

 

We are determined not to get carried away by the crowd and remain focused on our core mission: buying above average businesses at below average prices and paying attention to risks. It might not be as popular, but we feel it’s necessary to protect capital over the longer term.

 

Portfolio Year in Review

 

One of our core tenets is that we are long-term investors. Almost 25% of current holdings have been in the Fund since inception. Our portfolio turnover is far below peers, yet we also strive to stay nimble and re-orient our thinking when facts or prices change. There were plenty of changes in both dimensions in 2020. This discipline led to a marked increase in Fund activity. We ended the year owning 51 positions versus 52 in 2019, so much of the activity was shifting the Fund toward achieving the best risk-adjusted returns. We remain concentrated with the top ten holdings at 50% of the portfolio, combined with a tail of smaller opportunities we hope to grow into larger weightings.

 

Overall, one of our greatest assets is a strong investor base that understands our philosophy and believes in the long-term approach. Minimal withdrawals during March allowed us to buy aggressively almost every day during the initial drawdown. Much of this capital went into companies that we already owned and knew well. That conviction was rewarded, in some cases quite rapidly and profitably. For example, incremental purchases of our investment in GMO Pepabo (Pepabo) near the March lows more than tripled by the end of June. We also added a significant number of new ideas during the year, taking advantage of the selloff to refresh the holdings.

 

Our investment performance in 2020 was not without flaws. We spent too much time on potential credit opportunities during the selloff when the future was murkiest, on the idea that debt must be repaid no matter what happens in the pandemic. We’ve had tremendous success in this area before and managed to deploy some capital, but the opportunity was quickly taken away by government actions propping up the debt markets. In hindsight, that research time would have been better used elsewhere.

 

We also re-allocated away from some ideas that held up in March (for example, Naked Wines) toward companies that had far sharper stock price declines.

The pandemic turbocharged Naked Wines’ business and our trimming proved far too early. We also did not completely escape some of the more disrupted sectors with exposure to names like Reading International (cinemas) and Total Energy (oil & gas services). However, most of our companies muddled through a challenging environment. Profits will decline this year but the businesses remained cash flow positive with strong balance sheets. We are confident in their potential to bounce back quickly as life normalizes in 2021 and beyond. Overall, our actions added value relative to where the portfolio started the year. Valuations in our portfolio holdings are still conservative, and many still have a long way to go to reach pre-pandemic levels (and further still to our estimates of fair value). In an environment characterized by low expected returns and outsized risks, we believe our portfolio is well positioned.

 

Surfing the Investment Landscape

 

Reading far and wide is a core element of our investment process. Much of this reading might appear boring to an outsider—years of annual reports, financial footnotes, conference call transcripts, trade articles, and business biographies. Occasionally, we take a break and read beyond the investing and finance sphere. The standout this year was a book called Barbarian Days: A Surfing Life by William Finnegan. A memoir about the author’s life as a surfer since the 1960s, the book is a fascinating tale of adventure and discovery. Finnegan writes about his “search for the perfect wave,” a journey that carried him all over the world. It was a nice break from the markets, but we couldn’t help but relate some of the stories back to investing.

 

In San Francisco, Finnegan surfed the cold winter ocean with a friend named Doc. Describing the conditions at Ocean Beach, Finnegan wrote, “on bigger days, when you’re looking out from the water’s edge across a stepladder of six or seven walls of cold, growling, onrushing white water, the idea of paddling out actually carries with it a whiff of lunacy. The project looks impossible, like trying to swim up a waterfall.” How many investment ideas look scary at first glance, only to find the ideal setup for those willing to look past the surface conditions? Many of our opportunities could qualify where complicated accounting or a convoluted corporate structure may turn off other investors. All else equal, we prefer simplicity. It’s easy to buy the household names that everyone recognizes. It’s sometimes harder, but more worthwhile, to uncover the hidden gems.

 

 

 

30  


 

 

   
  AMG Yacktman Special Opportunities Fund
  Portfolio Manager’s Comments (continued)

 

   

 

Or consider Kirra, a famous wave in Australia considered one of the world’s top ten surfing spots when Finnegan visited in the late 1970s. “The longest tube rides of my life,” he said. Yet a few years later, a major ocean dredging project caused the wave at Kirra to all but disappear. Investment opportunities, especially the best ones, are not immune to outside influences. A change in competitive dynamics can blindside a once-strong company. In other cases, prices catch up to the fundamental story, and future returns are quickly compressed. Great ideas, like surfing spots, are often rare. Our goal is to make the top ideas count.

 

A favorite anecdote is from the initial part of Finnegan’s surfing trip around the world. Journeying through the South Pacific, Finnegan ended up in Fiji where he heard rumors about a great wave off an uninhabited island called Tavarua. The location was remote and to our non-surfer ears sounded unpleasant (no shelter, a lack of fresh water, and described as “very snaky”). The surfers also had to be patient, waiting on the island for a week or more with no surfing action. Then, with the right conditions and swell, Tavarua turned into a “dream wave,” the closest Finnegan had seen to perfection. “I had never, in a lifetime of surfing, been confronted with such abundance.” After surfing for weeks, Finnegan said, “by the time we left Tavarua that year, we figured nine surfers knew about the wave…in the small world of surfing, the wave was a major discovery.” His description of Tavarua mirrors our love of the investment process.

 

In the age of the internet and widespread financial data, basic information on companies worldwide is accessible to most investors. Yet there are many structural reasons why opportunities show up in overlooked companies. To be clear, a “perfect” business isn’t a requirement for our process, as the very best companies are often also priced to perfection. Average businesses at amazing prices can qualify as well. However, there are times, usually after tireless exploration in forgotten or overlooked areas of the market, when the right company shows up at the right price—and the market just misses it. Looking around, it can feel like nobody else in the market is seeing the potential in the same way. Since the inception of the Fund, there have been a few cases where the investment setup was just perfect…and we were duly rewarded. We hope to find more Tavaruas (while avoiding the snakes).

 

Contributors/Detractors:

 

The top three contributors for the year were Naked Wines PLC, GMO Pepabo, Inc., and Italian Wine S.P.A. (IWB). Naked Wines was the largest contributor by a

wide margin, more than tripling its stock price during the year. As an online wine subscription business, the company was a massive beneficiary of the stay-at-home environment. In a stroke of favorable timing, management sold off the legacy retail wine business at the end of 2019. Heading into 2020, the company held a large cash position and the ability to focus on the online business…and just in time. Naked Wines is the fastest growing business we own, growing sales by more than 80% in the first half of 2020. Unlike some companies which saw a considerable pull forward in one-time demand from the pandemic, Naked Wines is set up as a subscription model. Many new subscribers during the pandemic will continue, even as churn rises as restaurants and bars re-open in 2021. The increase in future value from this subscriber boost is sizable. It won’t show up on any quantitative value screens, but Naked Wines still represents value in our book.

 

The investment in Pepabo followed a similar setup as Naked Wines: A reinvestment in growth obscured reported profitability. After meeting Pepabo’s CEO in Tokyo in 2019, it was apparent the company’s culture was much more forward-thinking than other Japanese companies. Pepabo’s high margin businesses in web hosting and ecommerce tools were hidden by a new growth business called minne (think of it as the “Etsy of Japan”). COVID-19 accelerated minne’s growth to new levels. Pepabo’s stock fell more than -40% during the March selloff despite being an obvious beneficiary of the stay-at-home environment and enjoying the safety of an overcapitalized balance sheet. It was one of the clearest examples of “sell everything” during times of market panic which can disproportionately affect small cap stocks. Once the market realized the huge boon for Pepabo, it quickly changed course and the stock more than tripled.

 

IWB is a leading Italian wine producer and distributor. IWB does not own the vineyards (the most capital intensive and volatile portion of the supply chain) but instead buys grapes in bulk, oversees the blending and bottling of the wine, and then handles marketing and distribution. Distribution is accomplished under both a wholesale division to large retail chains combined with a direct consumer business via online, catalog, and telesales. IWB is run by a talented management team who have managed to cut costs (a challenge in Italy) and turn around the underperforming direct business. We like the industry for its recession-resistant nature and IWB managed to sail through Italy’s difficult conditions to report a record year.

 

The top three detractors were Reading International, Inc. (Reading), Total Energy Services, Inc. (Total Energy), and Texhong Textile Group, Ltd. (Texhong). Unfortunately, Reading has been one of the biggest losers in the Fund’s history, as movie theaters and real estate were broadsided by the pandemic. Given that most of Reading’s cinemas are in Australia and New Zealand, the company is better positioned than most cinema peers. However, the business model remains dependent on the major studios releasing new movies. After much of movie content was pulled from the calendar in 2020, the 2021 slate looks promising, but the long-term outlook for theaters has never been murkier. Crucially, Reading also has a sizable real estate segment which we believe more than covers the current stock price, implying no value for the theater side. Even so, there is no escaping the damage caused by the pandemic and we have reduced our estimates of Reading’s fair value. We hope the pandemic was a wake-up call to the entrenched management team and may even help spur difficult decisions to unlock the company’s untapped value.

 

Total Energy has steadily delivered during one of the most challenging environments in the history of the oil & gas industry. The low oil and gas prices also highlighted some of the inherent flaws around horizontal drilling in North American shale and many producers are finally focused on spending within cash flow. While we do not attempt to predict oil prices, basic economics dictates that prices should respond if supply falls short of demand. Oilfield service capacity is already being forced out of the market via consolidation and bankruptcy. Through it all, Total Energy has remained solidly cash flow positive and has continued to pay down debt. We believe Total Energy remains one of the cheapest securities we own on a normalized basis, with incredible torque to the upside as the industry recovers. Meanwhile, we have great respect for the company’s founder and CEO who has been aggressively buying more shares almost every week during 2020. We are happy to join him.

 

Texhong is one of the largest cotton yarn producers in the world via its production bases in China and Vietnam. Texhong’s share price corrected sharply in 2020 as the pandemic caused disruptions in the apparel industry which rippled through the entire supply chain. Although management has reacted

 

 

 

31  


 

 

   
  AMG Yacktman Special Opportunities Fund
  Portfolio Manager’s Comments (continued)

 

   

 

admirably to sell surplus inventory and control costs, Texhong was not immune to the global industry shock. Profits will be down significantly in 2020, but the company continues to execute its playbook of diversifying into downstream operations. This vertical integration will help cushion the more volatile profitability in the upstream segment. We believe this transition will eventually argue for a higher earnings multiple. Texhong is a long-time holding, but we have taken advantage of the stock price’s volatile nature to scale our weighting up and down. These price swings have caused Texhong to receive mentions in multiple letters as both a top contributor and detractor, including as one of our top contributors overall in the first five years of the Fund. Meanwhile, underlying value continues to grow strongly with book value compounding at healthy double-digit rates. We hope to see it make the top contributor list again in our ten-year review.

Conclusion

 

We’ll close with one more quote from the book Barbarian Days on why the author continued to love surfing at Tavarua, “It didn’t become hideously overcrowded, effectively ruining it for everyone.” A large crowd can ruin a perfect wave, just like too many participants bidding up asset prices can impact returns for everyone else. In this current investment climate, almost everything seems overcrowded. While there are pockets of absurdly priced securities with no business models, even the very best businesses can be bad investments at the wrong price.

 

2019 capped off the worst decade for value investing in history, and then the first half of 2020 was even worse. Since November, there has been some rotation back into the smaller, more-value oriented companies we have favored. We still believe that

buying a business for less than its underlying value is a valid strategy, even if the “sell-it-to-the-next-investor-without-any-regard-for-fundamentals” crowd has been capturing the spotlight recently. Our objective remains steadfast: Produce attractive risk-adjusted returns over a full market cycle. We appreciate the AMG Yacktman Special Opportunities Fund shareholders who entrust us with their capital in pursuit of this goal.

 

The views expressed represent the opinions of Yacktman Asset Management LP as of December 31, 2020, are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

 

32  


 

 

   
  AMG Yacktman Special Opportunities Fund
  Portfolio Manager’s Comments (continued)

 

   

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG Yacktman Special Opportunities 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 Yacktman Special Opportunities Fund’s Class Z shares on June 30, 2014 (inception date), to a $10,000 investment made in the MSCI ACWI All Cap 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.

 

 

 

The table below shows the average annual total returns for the AMG Yacktman Special Opportunities Fund and the MSCI ACWI All Cap Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1 One
Year
Five
Years
Since
Inception
Inception
Date
AMG Yacktman Special Opportunities Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18
Class I 12.66% 13.41% 9.19% 06/30/15
Class Z 12.83% 13.51% 6.75% 06/30/14
MSCI ACWI All Cap Index19 16.31% 12.14% 8.45%   06/30/14

 

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

 

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

 

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

 

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

 

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 December 31, 2020. All returns are in U.S. dollars ($).
2 During the period, the Fund’s investment manager has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

 

3 The Fund’s investment management fees are subject to a performance adjustment, which could increase or reduce the investment management fees paid by the Fund. The prospect of a positive or negative performance adjustment may create an incentive for the Fund’s portfolio manager to take greater risks with the Fund’s portfolio. In addition, because performance adjustments are based upon past performance, a shareholder may pay a higher or lower management fee for performance that occurred prior to the shareholder’s investment in the Fund. The performance adjustment could increase the Investment Manager’s fee (and, in turn, the Subadviser’s fee) even if the Fund’s shares lose value during the performance period provided that the Fund outperformed its benchmark index, and could decrease the Investment Manager’s fee (and, in turn, the Subadviser’s fee) even if the Fund’s shares increase in value during the performance period provided that the Fund underperformed its benchmark index.

 

4 The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar investment when converted back to U.S. Dollars.

 

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

 

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

 

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

 

8 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.

 

9 High-yield bonds (also known as “junk bonds”) may be subject to greater levels of interest rate, credit, and liquidity risk than investments in higher rated securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. The issuers of the Fund’s


 

 

33  


 

 

   
  AMG Yacktman Special Opportunities Fund
  Portfolio Manager’s Comments (continued)

 

   

 

holdings may be involved in bankruptcy proceedings, reorganizations, or financial restructurings, and are not as strong financially as higher-rated issuers.

 

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

 

11    The Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small- and medium-capitalization companies) when stocks of large-capitalization companies are out of favor.

 

12    The Fund is subject to the special risks associated with investments in micro-cap companies, such as relatively short earnings history, competitive conditions, less publicly available corporate information, and reliance on a limited number of products.

 

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

14    Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

 

15    The Fund may suffer significant losses on assets that it sells short. Unlike the possible loss on a security that is purchased, there is no limit on the amount of loss on an appreciating security that is sold short.

 

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

 

17    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.

 

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

19     The MSCI ACWI All Cap Index captures large, mid, small and micro cap representation across certain Developed Markets (DM) countries and large, mid and small cap representation across certain Emerging Markets (EM) countries. The index is comprehensive, covering a significant percentage of the global equity investment opportunity set. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI ACWI All Cap Index is unmanaged, is not available for investment and does not incur expenses.

 

All MSCI data is provided “as is”. The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein. Copying or redistributing the MSCI data is strictly prohibited.

 

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

 

 

 

34  


 

 

  AMG Yacktman Special Opportunities Fund
  Fund Snapshots (unaudited)
  December 31, 2020

 

   

 

PORTFOLIO BREAKDOWN

 

Sector   % of
Net Assets
Industrials     31.9  
Consumer Staples     13.7  
Energy     11.0  
Consumer Discretionary     11.0  
Materials     8.4  
Financials     7.0  
Information Technology     6.5  
Communication Services     5.7  
Health Care     1.3  
Utilities     0.3  
Short-Term Investments     3.0  
Other Assets Less Liabilities     0.2  

TOP TEN HOLDINGS

 

Security Name   % of
Net Assets
 
Naked Wines PLC (United Kingdom)     7.2  
Omni Bridgeway, Ltd. (Australia)     7.0  
Colabor Group, Inc., 6.000%, 10/13/21 (Canada)     6.4  
Total Energy Services, Inc. (Canada)     5.8  
Trecora Resources (United States)     4.7  
Ocean Wilsons Holdings, Ltd. (Bermuda)     4.5  
B&S Group, S.A.R.L. (Luxembourg)     3.7  
Samsung Electronics Co., Ltd., 1.340% (South Korea)     3.5  
Texhong Textile Group, Ltd. (Hong Kong)     3.4  
Italian Wine Brands S.P.A (Italy)     3.3  
Top Ten as a Group     49.5  


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.

 

 

35  


 

 

  AMG Yacktman Special Opportunities Fund
  Fund Snapshots (continued)
  For the six months ended December 31, 2020

 

   

 

NEW EQUITY POSITIONS

 

New Purchases   Current
Shares Held
 
Brickability Group PLC (United Kingdom)     2,300,000  
Evolution Petroleum Corp.     165,000  
NeoPharm Co., Ltd. (South Korea)     22,000  
Pumtech Korea Co., Ltd. (South Korea)     28,000  

 

CORPORATE BONDS & NOTES PURCHASES

 

Purchases   Net Principal
Purchased
    Current Principal
Held
 
Colabor Group, Inc. (Canada) 6.000%, 10/13/21     $411,000       $6,579,000  

 

EQUITY PURCHASES & SALES

 

Purchases   Net Shares
Purchased
    Current Shares
Held
 
Aggreko PLC (United Kingdom)     17,000       130,000  
Bixolon Co., Ltd. (South Korea)     40,133       240,000  
Cosco Capital, Inc. (Philippines)     407,000       5,500,000  
Hargreaves Services PLC (United Kingdom)     15,169       450,169  
Omni Bridgeway, Ltd. (Australia)     535,000       1,670,000  
Sekisui Jushi Corp. (Japan)     5,300       20,000  
Texhong Textile Group, Ltd. (Hong Kong)     938,000       3,148,000  
Total Energy Services, Inc. (Canada)     121,200       1,766,900  
Trecora Resources     172,000       530,000  
Utoc Corp. (Japan)     3,900       84,900  
Vivo Energy PLC (United Kingdom)     575,000       1,165,000  
Sales   Net Shares
Sold
    Current Shares
Held
 
Arcus ASA (Norway)     15,000       250,000  
B&S Group, S.A.R.L. (Luxembourg)     119,513       327,706  
Boustead Singapore, Ltd. (Singapore)     522,000       3,178,000  
Cambria Automobiles PLC (United Kingdom)     42,500       525,000  
GMO Pepabo, Inc. (Japan)     15,000        
GrafTech International, Ltd.     35,000       145,000  
Judges Scientific PLC (United Kingdom)     6,000        
Lamprell PLC (United Arab Emirates)     498,251       1,400,000  
Link Net Tbk PT (Indonesia)     762,500       7,037,500  
Marshall Motor Holdings PLC (United Kingdom)     229,000        
Samsung Electronics Co., Ltd., 1.340% (South Korea)     7,000       40,500  
Spark Networks SE, ADR (Germany)     70,600       86,000  
Tilly’s, Inc., Class A     63,000       19,000  
Webstep A.S. (Norway)     251,371       163,629  


 

36  


 

 

  AMG Yacktman Special Opportunities Fund
  Schedule of Portfolio Investments
  December 31, 2020

 

 

 

    Shares   Value
Common Stocks - 85.7%            
Communication Services - 5.7%            
Link Net Tbk PT (Indonesia)   7,037,500     $1,208,243  
Otelco, Inc., Class A (United States)*   34,031     390,335  
Reading International, Inc., Class A (United States)*   482,000     2,419,640  
Spark Networks SE, ADR (Germany)*   86,000     457,520  
Total Communication Services         4,475,738  
Consumer Discretionary - 11.0%            
B&S Group, S.A.R.L. (Luxembourg)1   327,706     2,950,291  
Cambria Automobiles PLC (United Kingdom)   525,000     419,993  
Legacy Housing Corp. (United States)*   70,250     1,061,478  
Texhong Textile Group, Ltd. (Hong Kong)   3,148,000     2,706,407  
Tilly’s, Inc., Class A (United States)   19,000     155,040  
Vivo Energy PLC (United Kingdom)*,1   1,165,000     1,354,167  
Total Consumer Discretionary         8,647,376  
Consumer Staples - 13.7%            
Arcus ASA (Norway)1   250,000     1,253,356  
Cosco Capital, Inc. (Philippines)   5,500,000     648,471  
Italian Wine Brands S.P.A (Italy)   103,000     2,619,991  
Naked Wines PLC (United Kingdom)*   623,700     5,705,966  
NeoPharm Co., Ltd. (South Korea)*   22,000     579,174  
Total Consumer Staples         10,806,958  
Energy - 11.0%            
Evolution Petroleum Corp. (United States)   165,000     470,250  
Hargreaves Services PLC (United Kingdom)   450,169     1,564,043  
Lamprell PLC (United Arab Emirates)*   1,400,000     957,250  
Pardee Resources Co., Inc. (United States)   7,352     1,139,560  
Total Energy Services, Inc. (Canada)   1,766,900     4,552,936  
Total Energy         8,684,039  
Financials - 7.0%            
Omni Bridgeway, Ltd. (Australia)   1,670,000     5,508,094  
Health Care - 1.3%            
HLS Therapeutics, Inc. (Canada)   14,660     207,306  
WIN-Partners Co., Ltd. (Japan)*   67,000     802,410  
Total Health Care         1,009,716  
Industrials - 24.3%            
Aggreko PLC (United Kingdom)   130,000     1,114,379  
AMERCO (United States)   5,100     2,315,196  
Boustead Singapore, Ltd. (Singapore)   3,178,000     1,950,062  
CB Industrial Product Holding Bhd (Malaysia)   6,380,800     1,760,768  
Financiere de L’Odet SA (France)   800     767,024  
Fjord1 A.S.A. (Norway)*,1   215,000     1,076,123  
    Shares   Value
GrafTech International, Ltd. (United States)   145,000     $1,545,700  
Komelon Corp. (South Korea)   70,000     574,632  
Mitani Corp. (Japan)   7,200     464,395  
Ocean Wilsons Holdings, Ltd. (Bermuda)   305,000     3,532,138  
Promotora y Operadora de Infraestructura SAB de CV (Mexico)   53,000     287,619  
Pumtech Korea Co., Ltd. (South Korea)*   28,000     406,726  
Sam Yung Trading Co., Ltd. (South Korea)   199,000     2,567,002  
Sekisui Jushi Corp. (Japan)*   20,000     422,922  
Utoc Corp. (Japan)   84,900     389,111  
Total Industrials         19,173,797  
Information Technology - 3.0%            
Bixolon Co., Ltd. (South Korea)   240,000     1,021,047  
Ifis Japan, Ltd. (Japan)   69,000     502,001  
Reckon, Ltd. (Australia)   645,685     388,564  
Webstep A.S. (Norway)1   163,629     423,660  
Total Information Technology         2,335,272  
Materials - 8.4%            
Brickability Group PLC (United Kingdom)   2,300,000     2,060,139  
Master Drilling Group, Ltd. (South Africa)*   1,178,934     599,400  
SK Kaken Co., Ltd. (Japan)   800     300,615  
Trecora Resources (United States)*   530,000     3,704,700  
Total Materials         6,664,854  
Utilities - 0.3%            
Maxim Power Corp. (Canada)*   140,000     245,267  
Total Common Stocks            
(Cost $62,265,884)         67,551,111  
             
    Principal
Amount
       
Corporate Bonds and Notes - 7.0%            
Industrials - 7.0%            
Colabor Group, Inc. (Canada) 6.000%, 10/13/212   $6,579,000     5,039,300  
Helix Energy Solutions Group, Inc. (United States) 4.125%, 09/15/232   500,000     476,306  
Total Corporate Bonds and Notes            
(Cost $4,729,435)         5,515,606  
             
    Shares        
Closed-End Fund - 0.6%            
Industrials - 0.6%            
Excelsior Capital, Ltd. (Australia)
(Cost $437,212)
  375,377     426,861  


 

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

37  


 

 

   
  AMG Yacktman Special Opportunities Fund
  Schedule of Portfolio Investments (continued)

  

 

 

    Shares     Value  
Preferred Stocks - 3.5%            
Health Care - 0.0%            
HLS Therapeutics, Inc. (Canada)3,4   24,901     $0  
Information Technology - 3.5%            
Samsung Electronics Co., Ltd., 1.340% (South Korea)   40,500     2,747,397  
Total Preferred Stocks            
(Cost $743,058)         2,747,397  
Short-Term Investments - 3.0%            
Other Investment Companies - 3.0%            
Dreyfus Government Cash Management Fund, Institutional Shares, 0.03%5   791,209     791,209  
             

 

* 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 December 31, 2020, the value of these securities amounted to $7,057,597 or 9.0% of net assets.
2 Convertible Security. A corporate bond, usually a junior debenture, that can be converted, at the option of the holder, for a specific number of shares of the company’s preferred stock or common stock. The market value of convertible bonds at December 31, 2020, amounted to $5,515,606 or 7.0% of net assets.
    Shares     Value  
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 0.03%5   791,210     $791,210  
JPMorgan U.S. Government Money Market Fund, IM Shares, 0.03%5   815,187     815,187  
Total Other Investment Companies         2,397,606  
Total Short-Term Investments            
(Cost $2,397,606)         2,397,606  
Total Investments - 99.8%            
(Cost $70,573,195)         78,638,581  
Other Assets, less Liabilities - 0.2%         150,075  
Net Assets - 100.0%         $78,788,656  

 

3 Preferred Shares of a liquidating trust.
4 Security’s value was determined by using significant unobservable inputs.
5 Yield shown represents the December 31, 2020, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

ADR   American Depositary Receipt



 

 

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

38  


 

   
  AMG Yacktman Special Opportunities 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 December 31, 2020:

 

    Level 1     Level 21     Level 3     Total  
Investments in Securities                        
Common Stocks                        
Industrials   $5,909,283     $13,264,514         $19,173,797  
Consumer Staples   5,705,966     5,100,992         10,806,958  
Energy   7,119,996     1,564,043         8,684,039  
Consumer Discretionary   2,990,678     5,656,698         8,647,376  
Materials   6,065,454     599,400         6,664,854  
Financials       5,508,094         5,508,094  
Communication Services   3,267,495     1,208,243         4,475,738  
Information Technology   423,660     1,911,612         2,335,272  
Health Care   207,306     802,410         1,009,716  
Utilities   245,267             245,267  
Corporate Bonds and Notes       5,515,606         5,515,606  
Closed-End Fund   426,861             426,861  
Preferred Stocks                        
Information Technology       2,747,397         2,747,397  
Health Care           $0     0  
Short-Term Investments                        
Other Investment Companies   2,397,606             2,397,606  
Total Investments in Securities   $34,759,572     $43,879,009     $0     $78,638,581  

 

All corporate bonds and notes held in the Fund are level 2 securities. For a detailed breakout of corporate bonds and notes by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments.
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 December 31, 2020, the Level 3 security is a Preferred Stock received as a result of a corporate action. The security’s value was determined by using significant unobservable inputs.

 

For the fiscal year ended December 31, 2020, there were no transfers in or out of Level 3.

 

 

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

39  


 

 

   
  AMG Yacktman Special Opportunities Fund
  Schedule of Portfolio Investments (continued)

 

 

 

The country allocation in the Schedule of Portfolio Investments at December 31, 2020, was as follows:

 

Country   % of Long-Term
Investments
Australia   8.3  
Bermuda   4.6  
Canada   13.2  
France   1.0  
Germany   0.6  
Hong Kong   3.5  
Indonesia   1.6  
Italy   3.4  
Japan   3.8  
Luxembourg   3.9  
Malaysia   2.3  
Mexico   0.4  
Norway   3.6  
Philippines   0.8  
Singapore   2.6  
South Africa   0.8  
South Korea   10.4  
United Arab Emirates   1.3  
United Kingdom   16.0  
United States   17.9  
    100.0  

 



 

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

40  


 

 

   
  Statement of Assets and Liabilities
  December 31, 2020

 

 

         
   

AMG Yacktman

Fund

    AMG Yacktman Focused Fund     AMG Yacktman Focused Fund - Security Selection Only   AMG Yacktman Special Opportunities Fund
Assets:        
Investments at value1 (including securities on loan valued at $1,731,047, $0, $128,346, and $0, respectively)   $7,624,904,534     $3,633,426,467     $133,048,064     $78,638,581  
Foreign currency2   223,462     62,756     2,318     771  
Receivable for investments sold               90,350  
Dividend and interest receivables   17,310,710     10,707,745     632,773     167,327  
Securities lending income receivable   491         881     347  
Receivable for Fund shares sold   4,765,808     3,125,719     3,057     25,146  
Receivable from affiliate           5,295     3,920  
Prepaid expenses and other assets   87,735     32,838     8,628     3,836  
Total assets   7,647,292,740     3,647,355,525     133,701,016     78,930,278  
Liabilities:                        
Payable upon return of securities loaned   309,509         128,529      
Payable for investments purchased           231,489      
Payable for Fund shares repurchased   5,852,373     4,262,741         7,648  
Accrued expenses:                        
Investment advisory and management fees   2,725,738     2,684,651     93,957     75,241  
Administrative fees   950,790     452,768     16,199     9,646  
Shareholder service fees   500,865     293,296     120     1,121  
Other   814,538     425,077     41,367     47,966  
Total liabilities   11,153,813     8,118,533     511,661     141,622  
                         
Net Assets   $7,636,138,927     $3,639,236,992     $133,189,355     $78,788,656  
1 Investments at cost   $5,390,751,726     $2,692,069,087     $107,311,087     $70,573,195  
2 Foreign currency at cost   $215,705     $60,578     $2,318     $765  

 

 

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

41  


 

 

   
   
  Statement of Assets and Liabilities (continued)

 

 

         
    AMG Yacktman Fund   AMG Yacktman Focused Fund   AMG Yacktman Focused Fund - Security Selection Only   AMG Yacktman Special Opportunities Fund
Net Assets Represent:                        
Paid-in capital   $5,336,369,428     $2,650,941,322     $107,382,529     $71,483,415  
Total distributable earnings   2,299,769,499     988,295,670     25,806,826     7,305,241  
Net Assets   $7,636,138,927     $3,639,236,992     $133,189,355     $78,788,656  
                         
Class N:                        
Net Assets       $1,943,997,902     $431,178      
Shares outstanding       101,816,927     27,478      
Net asset value, offering and redemption price per share       $19.09     $15.69      
Class I:                        
Net Assets   $7,636,138,927     $1,695,239,090     $132,758,177     $13,880,640  
Shares outstanding   359,164,502     89,100,199     8,462,014     1,260,019  
Net asset value, offering and redemption price per share   $21.26     $19.03     $15.69     $11.02  
Class Z:                        
Net Assets               $64,908,016  
Shares outstanding               5,878,026  
Net asset value, offering and redemption price per share               $11.04  

 

 

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

42  


 

 

   
  Statement of Operations
  For the fiscal year ended December 31, 2020

 

 

         
    AMG Yacktman Fund   AMG Yacktman Focused Fund   AMG Yacktman Focused Fund - Security Selection Only   AMG Yacktman Special Opportunities Fund
Investment Income:                        
Dividend income   $133,549,595     $63,591,873     $2,678,356     $1,294,868 1
Interest income   18,141,805     8,176,940     180,429     886,060  
Securities lending income   478,050     144,596     9,610     3,949  
Foreign withholding tax   (7,976,723 )   (5,116,500 )   (234,180 )   (81,687 )
Total investment income   144,192,727     66,796,909     2,634,215     2,103,190  
Expenses:                        
Investment advisory and management fees   29,714,314     27,669,756     883,298     475,313  
Administrative fees   10,344,398     4,770,648     152,293     92,567  
Shareholder servicing fees - Class N       3,280,918     301      
Shareholder servicing fees - Class I   6,196,031             10,906  
Custodian fees   682,749     372,035     42,025     50,664  
Trustee fees and expenses   610,451     281,333     9,233     5,474  
Professional fees   447,745     224,944     33,462     41,218  
Reports to shareholders   396,522     195,940     4,012     3,567  
Transfer agent fees   389,918     218,611     3,736     2,576  
Registration fees   113,631     122,069     34,189     23,012  
Miscellaneous   270,521     107,722     4,039     3,798  
Total expenses before offsets   49,166,280     37,243,976     1,166,588     709,095  
Expense reimbursements       (78,665 )   (69,647 )   (56,243 )
Fee waivers   (429,275 )   (192,995 )        
Net expenses   48,737,005     36,972,316     1,096,941     652,852  
                         
Net investment income   95,455,722     29,824,593     1,537,274     1,450,338  
Net Realized and Unrealized Gain:                        
Net realized gain (loss) on investments   563,383,612     315,951,077     4,534,860     (373,930 )
Net realized loss on foreign currency transactions   (286,105 )   (400,092 )   (36,072 )   (63,916 )
Net change in unrealized appreciation/depreciation on investments   216,041,475     151,851,061     16,407,314     8,351,437  
Net change in unrealized appreciation/depreciation on foreign currency translations   181,953     100,190     (1,562 )   (554 )
Net realized and unrealized gain   779,320,935     467,502,236     20,904,540     7,913,037  
                         
Net increase in net assets resulting from operations   $874,776,657     $497,326,829     $22,441,814     $9,363,375  

 

1 Includes non-recurring dividends of $180,000.

 

 

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

43  


 

 

   
  Statements of Changes in Net Assets
  For the fiscal years ended December 31,

 

 

  

    AMG Yacktman Fund     AMG Yacktman Focused Fund  
    2020     2019     2020     2019  
Increase in Net Assets Resulting From Operations:                        
Net investment income   $95,455,722     $138,360,828     $29,824,593     $47,281,894  
Net realized gain on investments   563,097,507     761,011,236     315,550,985     571,878,908  
Net change in unrealized appreciation/depreciation on investments   216,223,428     391,866,674     151,951,251     22,369,399  
Net increase in net assets resulting from operations   874,776,657     1,291,238,738     497,326,829     641,530,201  
Distributions to Shareholders:                        
Class N           (208,983,961 )   (292,238,208 )
Class I   (754,755,439 )   (717,307,575 )   (182,831,695 )   (218,295,712 )
Total distributions to shareholders   (754,755,439 )   (717,307,575 )   (391,815,656 )   (510,533,920 )
Capital Share Transactions:1                        
Net increase (decrease) from capital share transactions   (726,405,352 )   557,610,903     (100,007,474 )   44,251,325  
                         
Total increase (decrease) in net assets   (606,384,134 )   1,131,542,066     5,503,699     175,247,606  
Net Assets:                        
Beginning of year   8,242,523,061     7,110,980,995     3,633,733,293     3,458,485,687  
End of year   $7,636,138,927     $8,242,523,061     $3,639,236,992     $3,633,733,293  

 

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

 

 

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

44  


 

 

   
  Statements of Changes in Net Assets (continued)
  For the fiscal years ended December 31,

 

 

  

    AMG Yacktman Focused Fund - Security Selection Only     AMG Yacktman Special Opportunities Fund  
    2020     2019     2020     2019  
Increase in Net Assets Resulting From Operations:                        
Net investment income   $1,537,274     $985,000     $1,450,338     $1,154,433  
Net realized gain (loss) on investments   4,498,788     2,957,732     (437,846 )   3,300,924  
Net change in unrealized appreciation/depreciation on investments   16,405,752     10,826,805     8,350,883     294,127  
Net increase in net assets resulting from operations   22,441,814     14,769,537     9,363,375     4,749,484  
Distributions to Shareholders:                        
Class N   (19,108 )   (7,375 )        
Class I   (6,000,285 )   (3,865,096 )   (342,102 )   (796,378 )
Class Z           (1,668,303 )   (3,349,490 )
Total distributions to shareholders   (6,019,393 )   (3,872,471 )   (2,010,405 )   (4,145,868 )
Capital Share Transactions:1                        
Net increase from capital share transactions   20,542,613     25,315,856     11,753,088     22,248,028  
                         
Total increase in net assets   36,965,034     36,212,922     19,106,058     22,851,644  
Net Assets:                        
Beginning of year   96,224,321     60,011,399     59,682,598     36,830,954  
End of year   $133,189,355     $96,224,321     $78,788,656     $59,682,598  

 

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

 

 

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

45  


 

 

  AMG Yacktman Fund
  Financial Highlights
  For a share outstanding throughout each fiscal year

 

 

  

    For the fiscal years ended December 31,
Class I   2020     2019     2018     2017     20161
Net Asset Value, Beginning of Year   $20.48     $19.05     $22.85     $21.39     $20.87  
Income from Investment Operations:                              
Net investment income2,3   0.27     0.35     0.40     0.32     0.33  
Net realized and unrealized gain on investments   2.81     2.99     0.20     3.58     2.03  
Total income from investment operations   3.08     3.34     0.60     3.90     2.36  
Less Distributions to Shareholders from:                              
Net investment income   (0.28 )   (0.37 )   (0.44 )   (0.34 )   (0.41 )
Net realized gain on investments   (2.02 )   (1.54 )   (3.96 )   (2.10 )   (1.43 )
Total distributions to shareholders   (2.30 )   (1.91 )   (4.40 )   (2.44 )   (1.84 )
Net Asset Value, End of Year   $21.26     $20.48     $19.05     $22.85     $21.39  
Total Return3,4   15.28 %   17.66 %   2.69 %   18.23 %   11.20 %
Ratio of net expenses to average net assets   0.70 %   0.70 %   0.70 %   0.71 %   0.71 %
Ratio of gross expenses to average net assets5   0.71 %   0.71 %   0.71 %   0.72 %   0.72 %
Ratio of net investment income to average net assets3   1.38 %   1.70 %   1.70 %   1.38 %   1.51 %
Portfolio turnover   27 %   35 %   12 %   2 %   4 %
Net assets end of year (000’s) omitted   $7,636,139     $8,242,523     $7,110,981     $8,722,375     $8,527,164  

 

1 Effective October 1, 2016, the Service Class was renamed Class I.

2 Per share numbers have been calculated using average shares.

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

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

5 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.)

 

 

 

46  


 

 

 

  AMG Yacktman Focused Fund
  Financial Highlights
  For a share outstanding throughout each fiscal year

 

 

  

    For the fiscal years ended December 31,
Class N   2020     2019     2018     20171     20162
Net Asset Value, Beginning of Year   $18.25     $17.78     $21.13     $19.69     $19.77  
Income from Investment Operations:                              
Net investment income3,4   0.15     0.23     0.28     0.19     0.19  
Net realized and unrealized gain on investments   2.95     3.13     0.31     3.75     2.05  
Total income from investment operations   3.10     3.36     0.59     3.94     2.24  
Less Distributions to Shareholders from:                              
Net investment income   (0.15 )   (0.25 )   (0.31 )   (0.21 )   (0.30 )
Net realized gain on investments   (2.11 )   (2.64 )   (3.63 )   (2.29 )   (2.02 )
Total distributions to shareholders   (2.26 )   (2.89 )   (3.94 )   (2.50 )   (2.32 )
Net Asset Value, End of Year   $19.09     $18.25     $17.78     $21.13     $19.69  
Total Return4,5   17.26 %   19.13 %   2.88 %   20.03 %   11.29 %
Ratio of net expenses to average net assets   1.24 %   1.24 %   1.23 %   1.22 %   1.23 %
Ratio of gross expenses to average net assets6   1.26 %   1.26 %   1.24 %   1.23 %   1.24 %
Ratio of net investment income to average net assets4   0.85 %   1.20 %   1.30 %   0.89 %   0.94 %
Portfolio turnover   33 %   31 %   16 %   2 %   4 %
Net assets end of year (000’s) omitted   $1,943,998     $2,078,758     $2,166,407     $2,803,230     $3,479,880  

 

 

 

47  


 

 

  AMG Yacktman Focused Fund
  Financial Highlights
  For a share outstanding throughout each fiscal year

 

 

  

    For the fiscal years ended December 31,
Class I   2020     2019     2018     2017     20162
Net Asset Value, Beginning of Year   $18.19     $17.74     $21.09     $19.66     $19.75  
Income from Investment Operations:                              
Net investment income3,4   0.18     0.27     0.32     0.23     0.23  
Net realized and unrealized gain on investments   2.96     3.11     0.32     3.74     2.04  
Total income from investment operations   3.14     3.38     0.64     3.97     2.27  
Less Distributions to Shareholders from:                              
Net investment income   (0.19 )   (0.29 )   (0.36 )   (0.25 )   (0.34 )
Net realized gain on investments   (2.11 )   (2.64 )   (3.63 )   (2.29 )   (2.02 )
Total distributions to shareholders   (2.30 )   (2.93 )   (3.99 )   (2.54 )   (2.36 )
Net Asset Value, End of Year   $19.03     $18.19     $17.74     $21.09     $19.66  
Total Return4,5   17.52 %   19.30 %   3.11 %   20.25 %   11.46 %
Ratio of net expenses to average net assets   1.06 %   1.06 %   1.05 %   1.05 %   1.05 %
Ratio of gross expenses to average net assets6   1.07 %   1.07 %   1.06 %   1.06 %   1.06 %
Ratio of net investment income to average net assets4   1.04 %   1.39 %   1.48 %   1.06 %   1.11 %
Portfolio turnover   33 %   31 %   16 %   2 %   4 %
Net assets end of year (000’s) omitted   $1,695,239     $1,554,975     $1,292,079     $1,578,775     $1,051,228  

 

1 Effective October 27, 2017, Class S was renamed Class N.

2 Effective October 1, 2016, the Service Class and Institutional Class were renamed Class S and Class I, respectively.

3 Per share numbers have been calculated using average shares.

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

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

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.)

 

 

 

48  


 

 

  AMG Yacktman Focused Fund - Security Selection Only
  Financial Highlights
  For a share outstanding throughout each fiscal period

 

 

 

          For the fiscal
          period ended
    For the fiscal years ended December 31,   December 31,
Class N   2020     2019     2018     20171
Net Asset Value, Beginning of Period   $13.90     $11.94     $11.77     $10.00  
Income from Investment Operations:                        
Net investment income2,3   0.18     0.17     0.26     0.14  
Net realized and unrealized gain on investments   2.35     2.37     0.00 4   1.94  
Total income from investment operations   2.53     2.54     0.26     2.08  
Less Distributions to Shareholders from:                        
Net investment income   (0.23 )   (0.25 )   (0.07 )   (0.22 )
Net realized gain on investments   (0.51 )   (0.33 )   (0.02 )   (0.09 )
Total distributions to shareholders   (0.74 )   (0.58 )   (0.09 )   (0.31 )
Net Asset Value, End of Period   $15.69     $13.90     $11.94     $11.77  
Total Return3,5   18.32 %   21.40 %   2.17 %   20.81 %6
Ratio of net expenses to average net assets   1.19 %   1.12 %   1.08 %   1.08 %7
Ratio of gross expenses to average net assets8   1.25 %   1.22 %   1.82 %   3.77 %9
Ratio of net investment income to average net assets3   1.40 %   1.28 %   2.14 %   1.35 %7
Portfolio turnover   27 %   23 %   2 %   12 %6
Net assets end of period (000’s) omitted   $431     $183     $76     $17  

 

 

 

49  


 

 

  AMG Yacktman Focused Fund - Security Selection Only
  Financial Highlights
  For a share outstanding throughout each fiscal period

 

 

 

          For the fiscal
          period ended
    For the fiscal years ended December 31,   December 31,
Class I   2020     2019     2018     20171
Net Asset Value, Beginning of Period   $13.89     $11.94     $11.77     $10.00  
Income from Investment Operations:                        
Net investment income2,3   0.20     0.17     0.26     0.14  
Net realized and unrealized gain on investments   2.35     2.36     0.00 4   1.94  
Total income from investment operations   2.55     2.53     0.26     2.08  
Less Distributions to Shareholders from:                        
Net investment income   (0.24 )   (0.25 )   (0.07 )   (0.22 )
Net realized gain on investments   (0.51 )   (0.33 )   (0.02 )   (0.09 )
Total distributions to shareholders   (0.75 )   (0.58 )   (0.09 )   (0.31 )
Net Asset Value, End of Period   $15.69     $13.89     $11.94     $11.77  
Total Return3,5   18.47 %   21.32 %   2.17 %   20.81 %6
Ratio of net expenses to average net assets   1.08 %   1.08 %   1.08 %   1.08 %7
Ratio of gross expenses to average net assets8   1.15 %   1.19 %   1.82 %   3.77 %9
Ratio of net investment income to average net assets3   1.51 %   1.31 %   2.14 %   1.35 %7
Portfolio turnover   27 %   23 %   2 %   12 %6
Net assets end of period (000’s) omitted   $132,758     $96,041     $59,936     $1,392  

 

1 Commencement of operations was on January 30, 2017.

2 Per share numbers have been calculated using average shares.

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

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 Not annualized.

7 Annualized.

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.)

9 Ratio does not reflect the annualization of audit expenses.

 

 

 

50  


 

  

  AMG Yacktman Special Opportunities Fund
  Financial Highlights
  For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class I   2020     2019     2018     2017     20161
Net Asset Value, Beginning of Year   $10.04     $9.82     $12.03     $9.37     $7.75  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.20 4   0.24     0.16     0.06 5   0.18  
Net realized and unrealized gain (loss) on investments   1.06     0.73     (1.41 )   3.18     1.75  
Total income (loss) from investment operations   1.26     0.97     (1.25 )   3.24     1.93  
Less Distributions to Shareholders from:                              
Net investment income   (0.23 )   (0.21 )   (0.11 )   (0.14 )   (0.20 )
Net realized gain on investments   (0.05 )   (0.54 )   (0.85 )   (0.44 )    
Paid in capital                   (0.11 )
Total distributions to shareholders   (0.28 )   (0.75 )   (0.96 )   (0.58 )   (0.31 )
Net Asset Value, End of Year   $11.02     $10.04     $9.82     $12.03     $9.37  
Total Return3   12.66 %6   10.20 %6   (10.26 )%6   34.67 %6   24.88 %
Ratio of net expenses to average net assets7   1.14 %   1.29 %   1.84 %   2.33 %   1.90 %
Ratio of gross expenses to average net assets7,8   1.23 %   1.47 %   2.03 %   2.59 %   2.29 %
Ratio of net investment income to average net assets3,7   2.27 %   2.32 %   1.38 %   0.50 %   2.08 %
Portfolio turnover   37 %   24 %   30 %   36 %   29 %
Net assets end of year (000’s) omitted   $13,881     $11,701     $7,678     $8,377     $700  

 

 

 

51  


 

 

  AMG Yacktman Special Opportunities Fund
  Financial Highlights
  For a share outstanding throughout each fiscal year

  

 

 

    For the fiscal years ended December 31,
Class Z   2020     2019     2018     2017     20161
Net Asset Value, Beginning of Year   $10.06     $9.84     $12.05     $9.38     $7.75  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.21 4   0.25     0.17     0.07 5   0.20  
Net realized and unrealized gain (loss) on investments   1.06     0.72     (1.40 )   3.19     1.74  
Total income (loss) from investment operations   1.27     0.97     (1.23 )   3.26     1.94  
Less Distributions to Shareholders from:                              
Net investment income   (0.24 )   (0.21 )   (0.13 )   (0.15 )   (0.20 )
Net realized gain on investments   (0.05 )   (0.54 )   (0.85 )   (0.44 )    
Paid in capital                   (0.11 )
Total distributions to shareholders   (0.29 )   (0.75 )   (0.98 )   (0.59 )   (0.31 )
Net Asset Value, End of Year   $11.04     $10.06     $9.84     $12.05     $9.38  
Total Return3   12.83 %6   10.27 %6   (10.14 )%6   34.81 %6   25.05 %6
Ratio of net expenses to average net assets7   1.04 %   1.19 %   1.74 %   2.23 %   1.63 %
Ratio of gross expenses to average net assets7,8   1.13 %   1.37 %   1.93 %   2.49 %   2.01 %
Ratio of net investment income to average net assets3,7   2.37 %   2.42 %   1.48 %   0.60 %   2.34 %
Portfolio turnover   37 %   24 %   30 %   36 %   29 %
Net assets end of year (000’s) omitted   $64,908     $47,981     $29,153     $29,334     $21,519  

 

1 Effective October 1, 2016, the Service Class and Institutional Class were renamed Class I and Class Z, respectively.

2 Per share numbers have been calculated using average shares.

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

4 Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.17 and $0.18 for Class I and Class Z, respectively.

5 Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.04 and $0.05 for 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 a performance adjustment amounting to (0.60)%, (0.45)%, 0.10%, 0.59% and (0.02)% for the fiscal years ended 2020, 2019, 2018, 2017 and 2016, respectively. (See Note 2 in the Notes to Financial Statements)

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.)

 

 

 

52  


 

 

   
  Notes to Financial Statements
  December 31, 2020

 

 

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

AMG Funds (the “Trust”) is an open-end management investment company, organized as a Massachusetts business trust, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Yacktman Fund (“Yacktman Fund”), AMG Yacktman Focused Fund (“Yacktman Focused”), AMG Yacktman Focused Fund - Security Selection Only (“Yacktman Focused Selection Only”) and AMG Yacktman Special Opportunities Fund (“Yacktman Special Opportunities”), each a “Fund” and collectively, the “Funds”.

 

Each Fund offers different classes of shares. Yacktman Fund and Yacktman Special Opportunities have established Class N, Class I and Class Z shares. Currently, Yacktman Fund offers only Class I shares and Yacktman Special Opportunities offers Class I shares and Class Z shares. Yacktman Focused and Yacktman Focused Selection Only established and offer 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.

 

Yacktman Focused, Yacktman Focused Selection Only and Yacktman Special Opportunities are non-diversified. A greater percentage of the Funds’ holdings may be focused in a smaller number of securities which may place the Funds at greater risk than a more diversified fund.

 

Market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty exists as to the long-term implications. Such disruptions can adversely affect assets of the Funds and thus Fund performance.

 

Certain instruments held by a Fund may pay an interest rate based on the London Interbank Offered Rate (“LIBOR”), which is the offered rate for short-term loans between certain major international banks. LIBOR is expected to be phased out by the end of the 2021. While the effect of the phase out cannot yet be determined, it may result in, among other things, increased volatility or illiquidity in markets for instruments based on LIBOR and changes in the value of some LIBOR-based investments or the effectiveness of new hedges placed against existing LIBOR-based investments. These effects could occur prior to the end of 2021. There also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments. All of the aforementioned may adversely affect a Fund’s performance or net asset value.

 

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

a. VALUATION OF INVESTMENTS

 

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

 

Fixed income securities purchased with a remaining maturity exceeding 60 days are valued at the evaluated mean price provided by an authorized pricing service or, if an evaluated price is not available, by reference to other securities which are considered comparable in credit rating, interest rate, due date and other features (generally referred to as “matrix pricing”) or other similar pricing methodologies.

 

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 approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (the “Investment Manager”) are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

 

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


 

 

 

53  


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

showing as of the most recent quarter end, all outstanding securities fair valued by the Funds, including a comparison with the prior quarter end and the percentage of the Funds that the security represents at each quarter end.

 

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in 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 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, swaps, 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. 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 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. Permanent differences are due to tax equalization utilized and disallowed expenses. Temporary differences are due to mark-to-market of passive foreign investment companies, wash sale loss deferrals, write-off of defaulted security interest, qualified late-year loss deferrals and premium amortization on callable bonds.


 

The tax character of distributions paid during the fiscal years ended December 31, 2020 and December 31, 2019 were as follows:

 

  Yacktman Fund   Yacktman Focused   Yacktman Focused Selection Only
Distributions paid from: 2020   2019   2020   2019   2020   2019
Ordinary income * $92,674,373   $137,511,761   $32,342,721   $51,817,707   $3,044,230   $3,561,611
Long-term capital gains 662,081,066   579,795,814   359,472,935   458,718,910   2,975,163   310,860
  $754,755,439   $717,307,575   $391,815,656   $510,536,617   $6,019,393   $3,872,471

 

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

 

 

 

54  


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

  Yacktman Special Opportunities
Distributions paid from: 2020   2019
Ordinary income * $1,744,583   $1,637,435
Long-term capital gains 265,822   2,508,433
  $2,010,405   $4,145,868

 

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

 

As of December 31, 2020, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

  Yacktman Fund   Yacktman Focused   Yacktman Focused Selection Only   Yacktman Special Opportunities  
Undistributed ordinary income $11,894,273   $6,907,572   $2,419,791   $181,224  
Undistributed long-term capital gains 76,971,163   52,150,049   1,382,126    
Late-year loss deferral       491,378  

 

At December 31, 2020, 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  
Yacktman Fund $5,413,877,668   $2,672,522,648   $(461,285,625)   $2,211,237,023  
Yacktman Focused 2,704,161,609   1,180,653,272   (251,265,889)   929,387,383  
Yacktman Focused Selection Only 111,045,038   32,264,065   (10,254,140)   22,009,925  
Yacktman Special Opportunities 71,025,395   15,261,912   (7,646,517)   7,615,395  

 

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. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

 

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

 

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2020, and for all open tax years (generally, the three

prior taxable years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, Management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

 

As of December 31, 2020, the Funds had no capital loss carryovers for federal income tax purposes. Should the Funds incur net capital losses for the fiscal year ended December 31, 2021, 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 Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. Prior to March 1, 2019, the Funds deducted a 2.00% redemption fee from the proceeds of any redemption of shares (including a redemption by exchange) if the redemption occurred within 60 days of the purchase of those shares. For the fiscal year ended December 31, 2019, Yacktman Fund, Yacktman Focused, Yacktman Focused Selection Only and Yacktman Special Opportunities had redemption fees amounting to $67,660, $48,523, $0 and $0, respectively. These amounts are netted against the cost of shares repurchased.

 

 

 

55  


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

For the fiscal years ended December 31, 2020 and December 31, 2019, the capital stock transactions by class for the Funds were as follows:

 

  Yacktman Fund   Yacktman Focused
  December 31, 2020   December 31, 2019   December 31, 2020   December 31, 2019
  Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount
Class N:                              
Proceeds from sale of shares         11,740,917   $200,295,309   11,913,239   $228,758,971
Reinvestment of distributions         11,008,080   206,291,424   16,070,712   289,112,112
Cost of shares repurchased         (34,866,916)   (591,847,135)   (35,872,111)   (697,081,180)
Net decrease         (12,117,919)   $(185,260,402)   (7,888,160)   $(179,210,097)
Class I:                              
Proceeds from sale of shares 71,412,641   $1,358,480,073   91,432,518   $1,869,853,191   27,935,904   $475,988,674   30,519,803   $586,669,490
Reinvestment of distributions 32,825,661   683,101,997   32,693,802   660,414,885   8,817,752   164,627,431   9,892,324   177,369,370
Cost of shares repurchased (147,630,684)   (2,767,987,422)   (94,878,053)   (1,972,657,173)   (33,155,340)   (555,363,177)   (27,756,664)   (540,577,438)
Net increase (decrease) (43,392,382)   $(726,405,352)   29,248,267   $557,610,903   3,598,316   $85,252,928   12,655,463   $223,461,422

 

  Yacktman Focused Selection Only   Yacktman Special Opportunities
  December 31, 2020   December 31, 2019   December 31, 2020   December 31, 2019
  Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount
Class N:                              
Proceeds from sale of shares 16,796   $216,993   10,111   $131,503        
Reinvestment of distributions 1,246   19,108   542   7,375        
Cost of shares repurchased (3,756)   (49,717)   (3,796)   (45,092)        
Net increase 14,286   $186,384   6,857   $93,786        
Class I:                              
Proceeds from sale of shares 1,423,865   $18,017,089   1,621,952   $21,528,514   505,893   $4,252,612   631,509   $6,501,856
Reinvestment of distributions 234,902   3,598,698   284,198   3,865,096   31,877   340,442   83,829   796,377
Cost of shares repurchased (110,618)   (1,259,558)   (12,662)   (171,540)   (443,385)   (3,989,165)   (331,825)   (3,447,181)
Net increase 1,548,149   $20,356,229   1,893,488   $25,222,070   94,385   $603,889   383,513   $3,851,052
Class Z:                              
Proceeds from sale of shares         1,004,279   $10,009,323   1,491,657   $15,442,999
Reinvestment of distributions         119,990   1,283,898   351,361   3,344,956
Cost of shares repurchased         (15,874)   (144,022)   (37,430)   (390,979)
Net increase         1,108,395   $11,149,199   1,805,588   $18,396,976

 

At December 31, 2020, certain unaffiliated shareholders of record individually or collectively held greater than 10% of the net assets of the Funds as follows: Yacktman Focused Selection Only - one owns 34%; Yacktman Special Opportunities - three own 41%. Transactions by these shareholders may have a material impact on their respective Fund.

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

 

The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party or bilateral joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the

“Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Funds participate on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the


 

 

 

56  


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Funds’ custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

 

At December 31, 2020, the market value of Repurchase Agreements outstanding for Yacktman Fund and Yacktman Focused Fund - Security Selection Only were $309,509 and $128,529, 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 Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by Yacktman Asset Management LP (“Yacktman”) who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in Yacktman.

 

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the fiscal year ended December 31, 2020, the Funds’ investment management fees were paid at the following annual rates of each Fund’s respective average daily net assets:

 

Yacktman Fund      
on first $500 million   0.52%  
next $500 million   0.47%  
over $1 billion   0.42%  
Yacktman Focused   0.87%  
Yacktman Focused Selection Only   0.87%  
Yacktman Special Opportunities   1.37%  

Yacktman Special Opportunities has a performance-based fee structure that consists of an investment management fee and a performance adjustment (“Performance Adjustment”). The monthly investment management fee is increased or reduced by the Performance Adjustment, based on the Fund’s performance relative to the MSCI ACWI All Cap Index over the then preceding twelve months. The Performance Adjustment Rate for the Fund may not exceed plus or minus 0.75%. For the fiscal year ended December 31, 2020, the Performance Adjustment decreased management fee by a net amount of $370,133, resulting in Yacktman Special Opportunities paying the Investment Manager at an effective rate of 0.77%.

 

The Investment Manager has contractually agreed, through at least May 1, 2021, 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), brokerage commissions and other transaction costs, dividends payable with respect to securities sold short, acquired fund fees and expenses and extraordinary expenses) of the Class N shares of Yacktman Focused to the annual rate of 1.25% of Yacktman Focused Class N shares’ 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 Yacktman Focused Class N shares in certain circumstances.

 

The Investment Manager has contractually agreed, through at least May 1, 2021, 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 Yacktman Focused Selection Only to the annual rate of 1.08% 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.

 

The Investment Manager has contractually agreed, through at least May 1, 2021, 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 investment management fees, administrative fees, 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 Yacktman Special Opportunities to an annual rate of 0.12% 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 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,


 

 

 

57  


 

 

   
   
  Notes to Financial Statements (continued)

 

   

 

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.

 

At December 31, 2020, the Funds’ expiration of reimbursements subject to recoupment is as follows:

 

Expiration 

Period

  Yacktman
Focused
  Yacktman
Focused
Selection Only
  Yacktman
Special
Opportunities
Less than 1 year     $117,191   $70,560  
1-2 years   $99,833   80,812   81,819  
2-3 years   78,665   69,647   56,243  
Total   $178,498   $267,650   $208,622  

 

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to direct investments in the JPMorgan U.S. Government Money Market Fund, IM Capital Shares by Yacktman Fund and Yacktman Focused. For the fiscal year ended December 31, 2020, the investment management fees for Yacktman Fund and Yacktman Focused were reduced by $429,275 and $192,995, respectively, or 0.01% of average net assets.

 

The Trust, on behalf of the Funds, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund. 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.

 

For Class N of Yacktman Focused and Yacktman Focused Selection Only and for Class I of Yacktman Fund and Yacktman Special Opportunities, 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 shares of Yacktman Focused and Yacktman Focused Selection Only and Class I

shares of Yacktman Fund and Yacktman Special Opportunities 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 December 31, 2020, were as follows:

 

Fund   Maximum Annual
Amount
Approved
  Actual
Amount
Incurred
Yacktman Fund    
Class I   0.20 %   0.09 %
Yacktman Focused            
Class N   0.20 %   0.19 %
Yacktman Focused Selection Only            
Class N   0.20 %   0.11 %
Yacktman Special Opportunities            
Class I   0.10 %   0.10 %

 

The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds Family. The Trustees of the Trust who are not affiliated with 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. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

 

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds Family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and miscellaneous expense, respectively. At December 31, 2020, the Funds had no interfund loans outstanding.

 

The following Funds utilized the interfund loan program during the fiscal year ended December 31, 2020 as follows:

 

Fund   Average
Lent
  Number
of Days
  Interest
 Earned
  Average
Interest Rate
Yacktman Fund   $5,480,985   20   $3,645   1.214 %
Yacktman Focused   7,560,156   10   2,002   0.966 %

Yacktman Focused Selection Only

  2,423,059   3   308   1.545 %
Yacktman Special Opportunities   1,379,065   4   251   1.658 %

 

 

 

58  


 

 

   
   
  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 December 31, 2020, were as follows:

 

    Long Term Securities  
             
Fund   Purchases     Sales  
Yacktman Fund   $1,487,232,128     $1,923,175,077  
Yacktman Focused   844,137,649     942,936,564  
Yacktman Focused Selection Only   42,527,582     26,617,458  
Yacktman Special Opportunities   31,549,791     21,709,179  

  

The Funds had no purchases or sales of U.S. Government Obligations during the fiscal year ended December 31, 2020.

 

4. PORTFOLIO SECURITIES LOANED

 

The Funds participate in the 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 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 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 that 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 December 31, 2020, were as follows:

Fund   Securities
Loaned
  Cash
Collateral Received
  Securities
Collateral Received
  Total
Collateral Received
Yacktman Fund   $1,731,047   $309,509   $1,460,643   $1,770,152  
Yacktman Focused Selection Only   128,346   128,529   6,428   134,957  

 

The following table summarizes the securities received as collateral for securities lending at December 31, 2020:

 

Fund   Collateral
Type
  Coupon
Range
  Maturity
Date Range
 
Yacktman Fund   U.S. Treasury Obligations   0.000%-8.125%   01/15/21-08/15/50  
Yacktman Focused Selection Only   U.S. Treasury Obligations   0.000%-3.875%   01/28/21-08/15/48  

 

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. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity. A Fund’s investments in emerging market countries are exposed to additional risks. A Fund’s performance will be influenced by political, social and economic factors affecting companies in emerging market countries. Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. Realized gains in certain countries may be subject to foreign taxes at the Fund level and 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. 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 December 31, 2020: 

 

 

 

59  


 

 

   
   
  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
Yacktman Fund                    
Nomura Securities International, Inc.   $309,509     $309,509   $309,509  
Yacktman Focused Selection Only                    
Citibank N.A.   $128,529     $128,529   $128,529  

 

8. SUBSEQUENT EVENTS

 

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


 

 

 

60  


 

 

   
   
  Report of Independent Registered Public Accounting Firm

 

   

 

TO THE BOARD OF TRUSTEES OF AMG FUNDS AND SHAREHOLDERS OF AMG YACKTMAN FUND, AMG YACKTMAN FOCUSED FUND, AMG YACKTMAN FOCUSED FUND – SECURITY SELECTION ONLY, AND AMG YACKTMAN SPECIAL OPPORTUNITIES FUND

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AMG Yacktman Fund, AMG Yacktman Focused Fund, AMG Yacktman Focused Fund – Security Selection Only, and AMG Yacktman Special Opportunities Fund (four of the funds constituting AMG Funds, referred to hereafter as the “Funds”) as of December 31, 2020, the related statements of operations for the year ended December 31, 2020, the statements of changes in net assets for each of the two years in the period ended December 31, 2020, including the related notes, and the financial highlights for each of 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 December 31, 2020, 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 December 31, 2020, and each of the financial highlights for 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 Opinion

 

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 December 31, 2020, 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.

 

PricewaterhouseCoopers LLP 

Boston, Massachusetts 

February 23, 2021

 

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


 

 

 

61  


 

 

   
   
  Other Information (unaudited)

 

   

 

 

TAX INFORMATION

 

AMG Yacktman Fund, AMG Yacktman Focused Fund, AMG Yacktman Focused Fund - Security Selection Only and AMG Yacktman Special Opportunities 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 2020 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the calendar year.

 

In accordance with federal tax law, the following Fund elected to provide foreign taxes paid and the income sourced from foreign countries. Accordingly, the following Fund hereby makes the following designations regarding its period ended December 31, 2020:

AMG Yacktman Special Opportunities Fund

 

The total amount of taxes paid and income sourced from foreign countries was $81,687 and $928,244, respectively.

 

Pursuant to section 852 of the Internal Revenue Code, AMG Yacktman Fund, AMG Yacktman Focused Fund, AMG Yacktman Focused Fund - Security Selection Only and AMG Yacktman Special Opportunities Fund each hereby designates $749,129,812, $394,304,129, $2,975,163 and $265,822, respectively, as a capital gain distribution with respect to the taxable year ended December 31, 2020, or if subsequently determined to be different, the net capital gains of such year.


 

 

 

 

62  


 

 

   
  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: One Stamford Plaza, 263 Tresser Blvd, Suite 949, Stamford, Connecticut 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 Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold 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

● Oversees 46 Funds in Fund Complex

Bruce B. Bingham, 72

Partner, Hamilton Partners (real estate development firm) (1987-2020); Director of The Yacktman Funds (2 portfolios) (2000-2012).

● Trustee since 2013

● Oversees 49 Funds in Fund Complex

Kurt A. Keilhacker, 57

Managing Partner, TechFund Capital (1997-Present); Managing Partner, TechFund Europe (2000-Present); Managing Partner, Elementum Ventures (2013-Present); Director, MetricStory, Inc. (2017-Present); Trustee, Wheaton College (2018-Present); Trustee, Gordon College (2001-2016); Trustee, Board Member, 6wind SA, (2002-2019).

● Trustee since 2000

● Oversees 46 Funds in Fund Complex

Steven J. Paggioli, 70

Independent Consultant (2002-Present); Trustee, Professionally Managed Portfolios (28 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; 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).

● Trustee since 2013

● Oversees 46 Funds in Fund Complex

Richard F. Powers III, 75

Adjunct Professor, U.S. Naval War College (2016-Present); Adjunct Professor, Boston College (2011-2015); Director, Ameriprise Financial Inc. (2005-2009); President and CEO of Van Kampen Investments Inc. (1998-2003); President, Morgan Stanley Client Group (2000-2002); Executive Vice President and Chief Marketing Officer of the Morgan Stanley Individual Investor Group (1984-1998).

● Independent Chairman

● Trustee since 2000

● Oversees 49 Funds in Fund Complex

Eric Rakowski, 62

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; Director of Harding, Loevner Funds, Inc. (9 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

● Trustee since 2013

● Oversees 49 Funds in Fund Complex

Victoria L. Sassine, 55

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); Teaching Fellow, Goldman Sachs 10,000 Small Business Initiative (2010-Present); Chairperson of the Board of Directors of Business Management Associates (2018 to 2019).

● Trustee since 2004

● Oversees 46 Funds in Fund Complex

Thomas R. Schneeweis, 73

Professor Emeritus, University of Massachusetts (2013-Present); President, TRS Associates (1982-Present); Board Member, Chartered Alternative Investment Association (“CAIA”) (2002-Present); Director, CAIA Foundation (2010-2019); Director, Institute for Global Asset and Risk Management (Education) (2010-Present); Co-Owner, Quantitative Investment Technologies (2014-Present); Co-Owner, Yes Wealth Management (2018-Present); Director of Research, Yes Wealth Management (2018-Present); Partner, S Capital Wealth Advisors (2015-2018); Partner, S Capital Management, LLC (2007-2015); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-2013); Finance Professor, University of Massachusetts (1977-2013).

 

 

 

63  


 

 

   
  AMG Funds
  Trustees and Officers (continued)

 

   

 

Interested Trustees

 

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG.

Number of Funds Overseen in Fund Complex Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

● Trustee since 2011

● Oversees 46 Funds in Fund Complex

Christine C. Carsman, 68 

Senior Policy Advisor, Affiliated Managers Group, Inc. (2019-Present); Chair of the Board of Directors, AMG Funds plc (2015-2018); Director, AMG Funds plc (2010-2018); Executive Vice President, Deputy General Counsel and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2017-2018); Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-2016); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004); Director of Harding, Loevner Funds, Inc. (9 portfolios) (2017-Present); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2004-2011).

 
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

Keitha L. Kinne, 62

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, 55

Senior Vice President and Senior Counsel, AMG Funds LLC (2015-Present); 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, 54

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, 50

Director, Mutual Fund Accounting, AMG Funds LLC (2017-Present); 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 since 2019

Patrick J. Spellman, 46

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

● Assistant Secretary since 2016

Maureen A. Meredith, 35

Vice President, Counsel, AMG Funds LLC (2019-Present); 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).

● Anti-Money Laundering Compliance Officer since 2019

Hector D. Roman, 43

Director, Legal and Compliance, AMG Funds LLC (2020-Present); Manager, Legal and Compliance, AMG Funds LLC (2017-2019); Director of Compliance, Morgan Stanley Investment Management (2015-2017); Senior Advisory, PricewaterhouseCoopers LLP (2014-2015); Risk Manager, Barclays Investment Bank (2008-2014); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2019-Present).

 

 

 

64  


 

 

 

 

   

 

 

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC
One Stamford Plaza
263 Tresser Blvd, Suite 949
Stamford, CT 06901
800.548.4539

 

DISTRIBUTOR

AMG Distributors, Inc.
One Stamford Plaza
263 Tresser Blvd, Suite 949
Stamford, CT 06901
800.548.4539

 

SUBADVISER

Yacktman Asset Management LP
6300 Bridgepoint Parkway
Building One, Suite 500
Austin, TX 78730

 

CUSTODIAN

The Bank of New York Mellon
111 Sanders Creek Parkway
East Syracuse, NY 13057 

   

LEGAL COUNSEL

Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.
Attn: AMG Funds
4400 Computer Drive
Westborough, MA 01581
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 amgfunds.com.

 

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding the Funds’ 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 amgfunds.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 amgfunds.com.

 

   
amgfunds.com  

 

 


 

 

 

 

   

 

  AFFILIATE SUBADVISED FUNDS     AMG TimesSquare Emerging Markets Small Cap     AMG Managers Emerging Opportunities  
        AMG TimesSquare Global Small Cap     WEDGE Capital Management L.L.P.  
  BALANCED FUNDS     AMG TimesSquare International Small Cap     Next Century Growth Investors LLC  
  AMG GW&K Global Allocation     AMG TimesSquare Mid Cap Growth     RBC Global Asset Management (U.S.) Inc.  
  GW&K Investment Management, LLC     AMG TimesSquare Small Cap Growth     AMG Managers Fairpointe Mid Cap  
        TimesSquare Capital Management, LLC     Fairpointe Capital LLC  
  AMG FQ Global Risk-Balanced           AMG Managers LMCG Small Cap Growth  
  First Quadrant, L.P.     AMG Yacktman     LMCG Investments, LLC  
      AMG Yacktman Focused      
  EQUITY FUNDS     AMG Yacktman Focused Fund - Security Selection Only     AMG Managers Montag & Caldwell Growth  
  AMG FQ Tax-Managed U.S. Equity     AMG Yacktman Special Opportunities     Montag & Caldwell, LLC  
  AMG FQ Long-Short Equity     Yacktman Asset Management LP      
  First Quadrant, L.P.           AMG Managers Pictet International  
      FIXED INCOME FUNDS     Pictet Asset Management Limited  
  AMG Frontier Small Cap Growth     AMG GW&K Core Bond ESG      
  Frontier Capital Management Co., LLC     AMG GW&K Enhanced Core Bond ESG     AMG Managers Silvercrest Small Cap  
      AMG GW&K High Income     Silvercrest Asset Management Group LLC  
  AMG GW&K Small Cap Core     AMG GW&K Municipal Bond      
  AMG GW&K Small Cap Value     AMG GW&K Municipal Enhanced Yield     AMG Managers Special Equity  
  AMG GW&K Small/Mid Cap     GW&K Investment Management, LLC     Ranger Investment Management, L.P.  
  AMG GW&K Mid Cap         Lord, Abbett & Co. LLC  
  AMG GW&K Emerging Markets Equity     OPEN-ARCHITECTURE FUNDS     Smith Asset Management Group, L.P.  
  AMG GW&K Emerging Wealth Equity         Federated MDTA LLC   
  AMG GW&K International Small Cap     EQUITY FUNDS      
  GW&K Investment Management, LLC     AMG Managers Brandywine     FIXED INCOME FUNDS  
      AMG Managers Brandywine Blue     AMG Managers DoubleLine Core Plus Bond  
  AMG Renaissance Large Cap Growth     Friess Associates, LLC     DoubleLine Capital LP  
  The Renaissance Group LLC          
      AMG Managers CenterSquare Real Estate     AMG Managers Loomis Sayles Bond  
  AMG River Road Dividend All Cap Value     CenterSquare Investment Management LLC     Loomis, Sayles & Company, L.P.  
  AMG River Road Focused Absolute Value            
  AMG River Road Long-Short              
  AMG River Road Small-Mid Cap Value              
  AMG River Road Small Cap Value              
  River Road Asset Management, LLC              
               
                 
                 
                 
                 
                 
                 
                 
                 
                 

 

 

amgfunds.com 123120 AR071

 

 

 


 

(GRAPHIC) Annual Report

 

 
 

 

    AMG Funds
     
    December 31, 2020
     
    (GRAPHIC)
     
    AMG GW&K Enhanced Core Bond ESG Fund
    Class N: MFDAX   |   Class I: MFDSX   |   Class Z: MFDYX
     
    AMG GW&K High Income Fund
    (formerly AMG Managers Global Income Opportunity Fund)
    Class N: MGGBX
     
    AMG GW&K Municipal Bond Fund
    Class N: GWMTX   |   Class I: GWMIX
     
    AMG GW&K Municipal Enhanced Yield Fund
    Class N: GWMNX   |   Class I: GWMEX   |   Class Z: GWMZX
     
    AMG GW&K Global Allocation Fund
    (formerly AMG Chicago Equity Partners Balanced Fund)
    Class N: MBEAX   |   Class I: MBESX   |   Class Z: MBEYX
     
    AMG GW&K Small Cap Core Fund
    Class N: GWETX   |   Class I: GWEIX   |   Class Z: GWEZX
     
    AMG GW&K Small/Mid Cap Fund
    Class N: GWGVX   |   Class I: GWGIX   |   Class Z: GWGZX
     
    AMG GW&K Small Cap Value Fund
    (formerly AMG Managers Skyline Special Equities Fund)
    Class N: SKSEX   |   Class I: SKSIX   |   Class Z: SKSZX

 

     
amgfunds.com         | 123120 AR019

 

 


 

 

 

 


 

 

   
  AMG Funds
  Annual Report — December 31, 2020

 

 
 

 

       
  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 Enhanced Core Bond ESG Fund   5
       
  AMG GW&K High Income Fund    
  (formerly AMG Managers Global Income Opportunity Fund)   14
       
  AMG GW&K Municipal Bond Fund   21
       
  AMG GW&K Municipal Enhanced Yield Fund   29
       
  AMG GW&K Global Allocation Fund    
  (formerly AMG Chicago Equity Partners Balanced Fund)   36
       
  AMG GW&K Small Cap Core Fund   46
       
  AMG GW&K Small/Mid Cap Fund   52
       
  AMG GW&K Small Cap Value Fund    
  (formerly AMG Managers Skyline Special Equities Fund)   58
       
  FINANCIAL STATEMENTS    
  Statement of Assets and Liabilities   63
  Balance sheets, net asset value (NAV) per share computations and cumulative distributable earnings (loss)    
       
  Statement of Operations   67
  Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal year    
       
  Statements of Changes in Net Assets   69
  Detail of changes in assets for the past two fiscal years    
       
  Financial Highlights   72
  Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets    
       
  Notes to Financial Statements   93
  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   105
       
  OTHER INFORMATION   106
       
  TRUSTEES AND OFFICERS   107
       
  APPROVAL OF SUBADVISORY AGREEMENTS   109

 

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.

 

 

 

 


 

 

Letter to Shareholders

 

   

 

Dear Shareholder: 

The fiscal year ending December 31, 2020, was a volatile period for financial markets that featured a dramatic selloff and extraordinary rebound amid the unprecedented global effort to stop the COVID-19 pandemic. Early in the year, equities achieved new record highs against the backdrop of a healthy economy and strong investor sentiment. However, a broad-based selloff occurred amid a global flight to quality as investors assessed the scope of the unfolding COVID-19 pandemic, a deteriorating economy, and skyrocketing unemployment. An oil price war initiated between Saudi Arabia and Russia only made matters worse. From its peak in mid-February 2020, the S&P 500® Index declined (33.79)% over the span of a few weeks, halting the eleven-year equity bull market. In response to the crisis, global central banks and governments were quick to flood the market with massive fiscal and monetary stimulus which helped to stabilize the market and led to an impressive recovery in risk assets, albeit a very uneven one. So despite the volatility, the S&P 500® Index still achieved an 18.40% return for 2020 while effective COVID-19 vaccines and further government stimulus bolstered investor optimism for a brighter future in 2021.

 

During the year there was very wide dispersion in performance across sectors, with information technology and consumer discretionary sectors leading the market with returns of 43.88% and 33.30%, respectively. On the other hand, companies in the energy sector fell (33.69)%, and financials and real estate also produced slightly negative returns. Growth stocks significantly outperformed value stocks for the period with returns of 38.49% and 2.80% for the Russell 1000® Growth and Russell 1000® Value Indexes, respectively. Small cap stocks endured a wild ride in 2020 as the Russell 2000® Index experienced both its best quarter (fourth quarter 2020) and worst quarter (first quarter 2020) on record. For the year as a whole, small cap returns were relatively in line with the broader market as the Russell 2000® Index gained 19.96% in 2020. Outside the U.S., emerging markets outperformed developed markets with an 18.31% return for the MSCI Emerging Markets Index compared to a 7.82% return for the MSCI EAFE Index.

 

Interest rates fell dramatically and led to strong returns for bond investors as the U.S. Federal Reserve (the Fed) slashed short-term rates in response to the slowing economy. The 10-year Treasury yield ended the year near a historic low yield of 0.93%. The Bloomberg Barclays U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, returned 7.51% over the period. Investment grade corporate bonds rebounded from the selloff early in the year and returned 9.89% in 2020. Riskier high yield bonds lagged the investment grade market with a 7.11% return as measured by the return of the Bloomberg Barclays U.S. Corporate High Yield Bond Index.

AMG Funds appreciates the privilege of providing investment tools to you and your clients. Our foremost goal is to provide investment solutions that help our shareholders successfully reach their long-term investment goals. AMG Funds provides access to a distinctive array of actively managed return-oriented investment strategies. We thank you for your continued confidence and investment in AMG Funds. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit.

 

Respectfully,

 

 

Keitha Kinne
President
AMG Funds

 

Average Annual Total Returns   Periods ended
December 31, 2020*
Stocks:       1 Year   3 Years   5 Years
                 
Large Cap   (S&P 500® Index)   18.40%   14.18%   15.22%
                 
Small Cap   (Russell 2000® Index)   19.96%   10.25%   13.26%
                 
International   (MSCI All Country World Index ex USA)   10.65%   4.88%   8.93%
Bonds:                
                 
Investment Grade   (Bloomberg Barclays U.S. Aggregate Bond Index)   7.51%   5.34%   4.44%
                 
High Yield   (Bloomberg Barclays U.S. Corporate High Yield Bond Index)   7.11%   6.24%   8.59%
                 
Tax-exempt   (Bloomberg Barclays Municipal Bond Index)   5.21%   4.64%   3.91%
                 
Treasury Bills   (ICE BofAML U.S. 6-Month Treasury Bill Index)   1.05%   1.84%   1.43%

 

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



 

 

 

2


 

  

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

 

   

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

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s

 

   

actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

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

 

 

 

 

Six Months Ended
December 31, 2020
Expense
Ratio for
the Period
Beginning
Account Value
07/01/20
Ending
Account Value
12/31/20
Expenses
Paid
During
the Period*
AMG GW&K Enhanced Core Bond ESG Fund
Based on Actual Fund Return
Class N 0.73% $1,000 $1,038 $3.74
Class I 0.55% $1,000 $1,039 $2.82
Class Z 0.48% $1,000 $1,039 $2.46
Based on Hypothetical 5% Annual Return
Class N 0.73% $1,000 $1,021 $3.71
Class I 0.55% $1,000 $1,022 $2.80
Class Z 0.48% $1,000 $1,023 $2.44
 
AMG GW&K High Income Fund
Based on Actual Fund Return
Class N 0.88% $1,000 $1,076 $4.59
Based on Hypothetical 5% Annual Return
Class N 0.88% $1,000 $1,021 $4.47
Six Months Ended
December 31, 2020
Expense
Ratio for
the Period
Beginning
Account Value
07/01/20
Ending
Account Value
12/31/20
Expenses Paid
During
the Period*
AMG GW&K Municipal Bond Fund
Based on Actual Fund Return        
Class N 0.71% $1,000 $1,023 $3.61
Class I 0.39% $1,000 $1,025 $1.99
Based on Hypothetical 5% Annual Return
Class N 0.71% $1,000 $1,022 $3.61
Class I 0.39% $1,000 $1,023 $1.98
         
AMG GW&K Municipal Enhanced Yield Fund
Based on Actual Fund Return
Class N 0.99% $1,000 $1,060 $5.13
Class I 0.64% $1,000 $1,061 $3.32
Class Z 0.59% $1,000 $1,062 $3.06
Based on Hypothetical 5% Annual Return
Class N 0.99% $1,000 $1,020 $5.03
Class I 0.64% $1,000 $1,022 $3.25
Class Z 0.59% $1,000 $1,022 $3.00

 

 

 

3


 

 

   
   
  About Your Fund’s Expenses (continued)

 

   

 

Six Months Ended
December 31, 2020
Expense
Ratio for
the Period
Beginning
Account Value
07/01/20
Ending
Account Value
12/31/20
Expenses Paid
During
the Period*
AMG GW&K Global Allocation Fund
Based on Actual Fund Return
Class N 1.07% $1,000 $1,219 $5.97
Class I 0.92% $1,000 $1,219 $5.13
Class Z 0.82% $1,000 $1,221 $4.58
Based on Hypothetical 5% Annual Return
Class N 1.07% $1,000 $1,020 $5.43
Class I 0.92% $1,000 $1,021 $4.67
Class Z 0.82% $1,000 $1,021 $4.17
         
AMG GW&K Small Cap Core Fund
Based on Actual Fund Return
Class N 1.30% $1,000 $1,310 $7.55
Class I 0.95% $1,000 $1,313 $5.52
Class Z 0.90% $1,000 $1,313 $5.23
Based on Hypothetical 5% Annual Return
Class N 1.30% $1,000 $1,019 $6.60
Class I 0.95% $1,000 $1,020 $4.82
Class Z 0.90% $1,000 $1,021 $4.57
         
AMG GW&K Small/Mid Cap Fund
Based on Actual Fund Return
Class N 1.11% $1,000 $1,303 $6.43
Class I 0.93% $1,000 $1,305 $5.39
Class Z 0.84% $1,000 $1,305 $4.87
Based on Hypothetical 5% Annual Return
Class N 1.11% $1,000 $1,020 $5.63
Class I 0.93% $1,000 $1,020 $4.72
Class Z 0.84% $1,000 $1,021 $4.27
Six Months Ended
December 31, 2020
Expense
Ratio for
the Period
Beginning
Account Value
07/01/20
Ending
Account Value
12/31/20
Expenses Paid
During
the Period*
AMG GW&K Small Cap Value Fund
Based on Actual Fund Return
Class N 1.17% $1,000 $1,345 $6.90
Class I 0.99% $1,000 $1,346 $5.84
Class Z 0.92% $1,000 $1,346 $5.43
Based on Hypothetical 5% Annual Return
Class N 1.17% $1,000 $1,019 $5.94
Class I 0.99% $1,000 $1,020 $5.03
Class Z 0.92% $1,000 $1,021 $4.67

 

* 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 366.

 

 

 

4


 

 

   
  AMG GW&K Enhanced Core Bond ESG Fund
  Portfolio Manager’s Comments (unaudited)

 

 

 

THE YEAR IN REVIEW

 

AMG GW&K Enhanced Core Bond ESG Fund’s (the “Fund”) Class N shares returned 9.41% for the year ended December 31, 2020, compared to the return of 7.51% for the Bloomberg Barclays U.S. Aggregate Bond Index (the Index).

 

At the start of 2020, fixed income markets experienced an extraordinarily volatile quarter as COVID-19 evolved into a global pandemic and investors aggressively shed risk assets amid a massive, system-wide deleveraging. Measures enacted to slow the spread of the virus effectively shut down entire segments of the world economy, and the implications for growth, liquidity, and inflation were profound. Expectations for second quarter growth pointed to declines of as much as a third of Gross Domestic Product (GDP), companies began hoarding cash by drawing down lines of credit, and break-evens fell to their lowest level in two decades. Adding to the tumult was the start of a crude price war between Russia and Saudi Arabia, which exacerbated the selloff inspired by an already dire outlook for demand and helped oil post its worst quarter on record. Sentiment was similarly dismal, as investors struggled to handicap the ultimate duration and severity of the slowdown. They pulled record amounts of cash from investment grade mutual funds and caused dislocations in even the safest corners of the fixed income market, desperate to raise cash by selling anything they could. Fiscal and monetary authorities took significant steps to mitigate the fallout from the virus, but given the unprecedented nature of the threat it posed, the long-term efficacy of these efforts remained an open question.

 

In the second quarter, fixed income markets enjoyed a second straight quarter of gains benefiting from ongoing support from the U.S. Federal Reserve (the Fed) and renewed investor optimism amid the country’s gradual reopening. Data suggested the bottom was likely in, as green shoots across the economy drove the recovery narrative. The consumer proved remarkably resilient, with a V-shaped rebound unfolding in the retail, housing, and auto sectors. Business activity also bounced, as manufacturing sentiment and new orders pointed to a steady pace of progress in returning to pre-pandemic levels. Adding to the turnaround’s momentum were expectations of additional fiscal stimulus, which would not only provide an obvious boost to the economy but also, more importantly, narrow the range of potential adverse outcomes.

 

   

Despite the unprecedented size and scope of the Fed’s intervention, alarming news of rising case counts, renewed lockdowns across the country, and uncertain progress on the development of treatments and vaccines tempered the rally in the closing weeks. The potential for a significant second wave in the fall loomed as well, and posed a serious threat to investor optimism. On the one hand, the Fed’s relatively downbeat economic outlook ensures that it is likely to provide necessary support for the indefinite future. On the other hand, it paints a challenging picture for the nation’s recovery. The key question fixed income markets faced was which of these two forces would prevail in the coming quarters.

 

Fixed income markets were remarkably subdued in the third quarter, trading in an extremely narrow range despite major economic advances and significant developments epidemiologically and politically. For much of the period, this calm was striking for its apparent insensitivity to the steady progress of the U.S. recovery. The consumer continued to display astonishing resilience, the housing sector soared, and the labor market made major strides in its path back to normalcy. Encouraging results in the hunt for a COVID-19 vaccine and improved outcomes for those infected also seemed to have little impact. Toward the end of the quarter, this muted trading was all the more notable, considering the looming uncertainty investors faced heading into year end. Signs had already begun to emerge that the virus’s second wave was forming; negotiators were far apart in their efforts to agree on a second round of stimulus; and there was increasing concern that a protracted vote count could result in a weeks-long delay in determining the outcome of the election. Yet the bond market exited the quarter essentially where it started. Of course, the cause of this apparent tranquility is no mystery: The Fed remains absolutely dominant across all corners of the fixed income market. And as its influence continues to overwhelm fundamentals and distort pricing mechanisms, it has become increasingly challenging and all the more important for investors to be discerning in their yield curve positioning and sector allocation.

 

The fourth quarter represented a major inflection point for fixed income markets, as the most dominant trading narratives of 2020 were either resolved or significantly advanced. The closely contested U.S. election was decided, another round of fiscal

 

   

stimulus was passed, and, most importantly, several COVID-19 vaccines were approved for worldwide distribution. But while some of 2020’s most salient overhangs have been removed, the year ahead promises challenges of its own. On the political front, the incoming administration certainly has its work cut out for itself at advancing meaningful legislation, with implications ranging from additional stimulus to changes in the regulatory landscape. The speed at which vaccines are distributed is likewise a point of uncertainty, to say nothing of how effective it will ultimately be at slowing the spread of the virus. Meanwhile, the economy continues its slow climb out of the recent downturn, as businesses and consumers adapt to a post-COVID-19 world. Importantly for the fixed income markets, the possibility of adverse outcomes is likely to be mitigated by the Fed. The central bank continues to exert massive influence over capital markets, and policymakers remain clear in their intentions to ensure their smooth functioning.

 

FUND REVIEW

 

The Fund outperformed during its fiscal year, helped by its overweight to spread product. Investment grade corporates scored eight months of positive returns in 2020, with March’s (7.09)% plunge followed up with robust gains. Additionally, high yield corporates battled back from an extremely tough first quarter, which included a (11.46)% drop in March, to end the year with solid gains. The sector’s trough came on March 23 when it was down almost (20)% for the year. However, like its investment grade counterpart, it roared back to make up for the losses and then some. The Fund’s above-benchmark allocation to investment grade corporate bonds and the Fund’s out-of-benchmark allocation to high yield corporates contributed to returns. Security selection was another key positive, with solid selection in the investment grade corporate space. Good selection was most notable in the banking and communications segments, while that for capital goods and basic industry lagged. Selection within mortgage backed securities (MBS) was also a plus, as the Fund’s lack of Ginnie Mae exposure, preference for specified pools, and tactical trades to capture the Fed’s technical demand all worked well. On the other hand, selection within the taxable municipal bond sector subtracted from performance. The yield curve effect was net modestly positive. The Fund gained from its underweight to the long end of the yield curve,

 

 

 

 

5


 

 

   
  AMG GW&K Enhanced Core Bond ESG Fund
  Portfolio Manager’s Comments (continued)

 

 
 

 

which experienced the smallest decrease in rates. However, the Fund’s moderately shorter duration detracted from returns, as rates plunged during the year.

 

OUTLOOK

 

We believe corporate credit remains the most compelling segment of the fixed income market as both a beneficiary of the ongoing recovery and a defense against rising interest rates. Yields available in the Treasury market sit close to historic lows at the

 

    same time as the sector’s sensitivity to interest rates is near historic highs, providing a particularly asymmetrical risk profile. Credit, meanwhile, is poised to benefit not only from an improving fundamental picture, but also a notable drop-off in issuance next year that is likely to fuel a constructive supply/demand imbalance in a world where positive yields are increasingly scarce. We are consequently overweight credit, focusing on sectors most exposed to the recovery and the credits within them that we believe are best positioned to thrive in a post-COVID-19 world. We also have    

out-of-benchmark exposure to fixed-to-floating hybrid securities, which continue to offer attractive total return prospects while being backed by conservatively managed balance sheets. We have maintained our securitized exposure close to neutral, given still-heightened prepayment uncertainty, while within the space we prefer higher-coupon, seasoned pools with more attractive convexity profiles.

 

This commentary reflects the viewpoints of the portfolio manager, GW&K, and is not intended as a forecast or guarantee of future results.

 

 

 

 

6


 

 

   
  AMG GW&K Enhanced Core Bond ESG Fund
  Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG GW&K Enhanced 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. The graph compares a hypothetical $10,000 investment made in the AMG GW&K Enhanced Core Bond ESG Fund’s Class N shares on December 31, 2010, to a $10,000 investment made in the Bloomberg Barclays 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.

 

(GRAPHIC) 

 

The table below shows the average annual total returns for the AMG GW&K Enhanced Core Bond ESG Fund and the Bloomberg Barclays U.S. Aggregate Bond Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1 One
Year
Five
Years
Ten
Years
Since
Inception
Inception
Date
AMG GW&K Enhanced Core Bond ESG Fund2, 3, 4, 5, 6, 7, 8, 9          
Class N 9.41% 4.95% 4.08% 5.48% 01/02/97
Class I 9.57% 5.14% 3.53% 11/30/12
Class Z 9.65% 5.20% 4.33% 5.85% 01/02/97
Bloomberg Barclays U.S. Aggregate Bond Index10 7.51% 4.44% 3.84% 5.24% 01/02/97

 

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 amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

 

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

 

Date reflects the inception date of the Fund, not the index.
   
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 December 31, 2020. All returns are in U.S. dollars ($).
     
  2 From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.
     
  3 The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall.
     
  4 To the extent that the Fund invests in asset-backed or mortgage-backed securities, its exposure to prepayment and extension risks may be greater than investments in other fixed income securities.
     
  5 High-yield bonds (also known as “junk bonds”) may be subject to greater levels of interest rate, credit, and liquidity risk than investments in higher rated securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. The issuers of the Fund’s holdings may be involved in bankruptcy proceedings, reorganizations, or financial restructurings, and are not as strong financially as higher-rated issuers.
     
  6 Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.
     
  7 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.
     
  8 Obligations of certain government agencies are not backed by the full faith and credit of the U.S. government. If one of these agencies defaulted on a loan, there is no guarantee that the U.S. government would provide financial support. Additionally, debt securities of the U.S. government may be affected by changing interest rates and subject to prepayment risk.

 

 












 

 

7


 

 

   
  AMG GW&K Enhanced Core Bond ESG Fund
  Portfolio Manager’s Comments (continued)

 

 

 

9   Applying the Fund’s ESG investment criteria may result in the selection or exclusion of securities of certain issuers for reasons other than performance, and the Fund may underperform funds that do not utilize an ESG investment strategy. The application of this strategy may affect the Fund’s 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 reflect the beliefs or values of any particular investor.    

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

 

Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or

 

   

Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

 

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

 

 

 

 

8


 

 

  AMG GW&K Enhanced Core Bond ESG Fund
  Fund Snapshots (unaudited)
  December 31, 2020

 

   

 

PORTFOLIO BREAKDOWN

 

Category % of
Net Assets
Corporate Bonds and Notes 54.1  
U.S. Government and Agency Obligations 34.6  
Municipal Bonds 8.1  
Foreign Government Obligations 0.6  
Short-Term Investments 4.3  
Other Assets Less Liabilities (1.7 )

 

Rating % of
Market Value1
U.S. Government and Agency Obligations 35.5  
Aaa/AAA 2.6  
Aa/AA 7.8  
A 8.5  
Baa/BBB 28.2  
Ba/BB 16.6  
B 0.8  
 
1 Includes market value of long-term fixed-income securities only.

TOP TEN HOLDINGS

 

Security Name   % of
Net Assets
U.S. Treasury Bonds, 4.500%, 02/15/36   3.5  
FNMA, 4.000%, 10/01/43   3.2  
FNMA, 4.500%, 04/01/41   2.5  
FNMA, 2.000%, 08/01/50   2.2  
FHLMC Multifamily Structured Pass Through Certificates, Series K071, Class A2, 3.286%, 11/25/27   2.2  
California State General Obligation, School Improvements, 7.550%, 04/01/39   1.8  
FHLMC, 5.000%, 10/01/36   1.6  
FNMA, 2.500%, 02/01/35   1.6  
The Goldman Sachs Group, Inc., Series S, 4.400%, 02/10/25   1.5  
FNMA, 3.500%, 01/01/47   1.5  
Top Ten as a Group   21.6  

 

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

 

 

 

9


 

 

  AMG GW&K Enhanced Core Bond ESG Fund
  Schedule of Portfolio Investments
  December 31, 2020

 

   

 

  Principal
Amount
Value
Corporate Bonds and Notes - 54.1%    
Financials - 14.1%    
Aircastle, Ltd. (Bermuda)    
5.000%, 04/01/23 $475,000 $506,628
Ally Financial, Inc.    
8.000%, 11/01/31 392,000 576,553
Bank of America Corp.    
Series MM, (4.300% to 01/28/25 then 3 month LIBOR + 2.664%), 4.300%, 01/28/251,2,3 531,000 548,157
The Bank of New York Mellon Corp.    
MTN, 2.450%, 08/17/26 485,000 528,263
Boston Properties, LP    
3.400%, 06/21/29 489,000 546,642
The Charles Schwab Corp.    
Series G, (5.375% to 01/06/25 then    
U.S. Treasury Yield Curve CMT 5 year + 4.971%), 5.375%, 01/06/251,2,3 707,000 789,189
CIT Group, Inc.    
6.125%, 03/09/28 451,000 550,698
Crown Castle International Corp.    
4.300%, 02/15/29 406,000 482,522
The Goldman Sachs Group, Inc.    
Series S, (4.400% to 02/10/25 then    
U.S. Treasury Yield Curve CMT 5 year + 2.850%), 4.400%, 02/10/251,2,3,4 818,000 838,450
Host Hotels & Resorts LP    
Series I, 3.500%, 09/15/30 515,000 543,669
Iron Mountain, Inc.    
4.500%, 02/15/315 230,000 241,213
JPMorgan Chase & Co.    
2.950%, 10/01/26 119,000 132,091
(4.000% to 01/04/25 then SOFRRATE + 2.475%), 4.000%, 01/04/251,2,3 415,000 422,003
Starwood Property Trust, Inc.    
5.500%, 11/01/235 270,000 282,487
Truist Financial Corp.    
Series N, (4.800% to 09/01/24 then    
U.S. Treasury Yield Curve CMT 5 year + 3.003%), 4.800%, 09/01/241,2,3 259,000 273,792
Visa, Inc.    
4.300%, 12/14/45 377,000 518,109
Total Financials   7,780,466
Industrials - 38.3%    
AECOM    
5.125%, 03/15/27 205,000 228,860
5.875%, 10/15/24 294,000 328,627
Aramark Services, Inc.    
4.750%, 06/01/26 264,000 272,171
ArcelorMittal, S.A. (Luxembourg)    
4.550%, 03/11/26 489,000 549,670
  Principal
Amount
Value
Berry Global, Inc.    
5.625%, 07/15/275 $242,000 $260,679
BorgWarner, Inc.    
2.650%, 07/01/274 490,000 527,353
Campbell Soup Co.    
2.375%, 04/24/30 525,000 555,469
CenturyLink, Inc.    
5.625%, 04/01/25 246,000 265,834
Charter Communications Operating LLC/Charter    
Communications Operating Capital    
4.908%, 07/23/25 470,000 546,203
Cheniere Corpus Christi Holdings LLC    
5.875%, 03/31/25 232,000 270,227
Comcast Corp.    
4.150%, 10/15/28 651,000 784,175
CommonSpirit Health    
3.347%, 10/01/29 458,000 503,829
Crown Americas LLC / Crown    
Americas Capital Corp. IV    
4.500%, 01/15/234 238,000 251,716
Crown Americas LLC / Crown    
Americas Capital Corp. V    
4.250%, 09/30/26 266,000 293,671
CVS Health Corp.    
5.125%, 07/20/45 402,000 542,066
Dana, Inc.    
5.375%, 11/15/27 15,000 15,928
5.625%, 06/15/28 487,000 525,164
Dell, Inc.    
7.100%, 04/15/284 408,000 537,536
Elanco Animal Health, Inc.    
5.900%, 08/28/286 463,000 547,787
Fidelity National Information Services, Inc.    
Series 10Y, 4.250%, 05/15/28 428,000 510,077
The Ford Foundation    
Series 2020, 2.415%, 06/01/50 488,000 499,863
The George Washington University    
Series 2018, 4.126%, 09/15/48 435,000 552,333
HCA, Inc.    
5.375%, 02/01/25 476,000 535,983
Howmet Aerospace, Inc.    
6.875%, 05/01/254 470,000 550,487
Johnson Controls International plc/Tyco Fire & Security Finance SCA (Ireland)    
1.750%, 09/15/30 548,000 559,847
Lennar Corp.    
4.750%, 05/30/25 232,000 265,495
Lowe’s Cos., Inc.    
4.000%, 04/15/25 457,000 519,756
MGM Resorts International    
5.750%, 06/15/25 243,000 269,129


 

 

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

 

10


 

 

   
   
  AMG GW&K Enhanced Core Bond ESG Fund
 

Schedule of Portfolio Investments (continued)

 

 

 

  Principal
Amount
  Value
Industrials - 38.3% (continued)      
Microsoft Corp.      
2.525%, 06/01/50 $372,000   $393,104
Murphy Oil USA, Inc.      
5.625%, 05/01/27 247,000   262,082
Newell Brands, Inc.      
4.700%, 04/01/266 463,000   510,657
Parker-Hannifin Corp.      
3.250%, 06/14/29 467,000   530,541
Penn National Gaming, Inc.      
5.625%, 01/15/27 125,000   130,638
PulteGroup, Inc.      
5.000%, 01/15/274 290,000   342,744
5.500%, 03/01/26 165,000   196,645
Raytheon Technologies Corp.      
3.950%, 08/16/25 460,000   527,798
RELX Capital, Inc.      
3.000%, 05/22/30 80,000   88,941
4.000%, 03/18/29 390,000   463,452
Service Corp. International      
3.375%, 08/15/30 520,000   541,884
Sprint Corp.      
7.125%, 06/15/24 438,000   513,012
Starbucks Corp.      
2.550%, 11/15/30 508,000   549,870
Steel Dynamics, Inc.      
2.400%, 06/15/25 495,000   526,667
Sysco Corp.      
2.400%, 02/15/30 497,000   518,195
Toll Brothers Finance Corp.      
4.375%, 04/15/23 251,000   267,001
United Rentals North America Inc.      
3.875%, 02/15/31 517,000   543,328
Verizon Communications, Inc.      
3.875%, 02/08/29 447,000   526,887
VF Corp.      
2.800%, 04/23/27 496,000   542,993
Wyndham Destinations, Inc.      
5.650%, 04/01/246 516,000   559,161
Xylem, Inc.      
2.250%, 01/30/31 477,000   503,033
Total Industrials     21,108,568
Utilities - 1.7%      
Dominion Energy, Inc.      
Series B, (4.650% to 12/15/24 then U.S. Treasury Yield Curve CMT 5 year + 2.993%), 4.650%, 12/15/241,2,3 515,000   544,374
  Principal
Amount
  Value
National Rural Utilities Cooperative Finance Corp.      
1.350%, 03/15/31 $408,000   $403,194
Total Utilities     947,568
Total Corporate Bonds and Notes      
(Cost $28,030,829)     29,836,602
Municipal Bonds - 8.1%      
California State General Obligation, School Improvements      
7.550%, 04/01/39 570,000   1,002,020
County of Miami-Dade FL Aviation Revenue, Series C      
4.280%, 10/01/41 700,000   771,533
JobsOhio Beverage System Series B, 4.532%, 01/01/35 5,000   6,414
JobsOhio Beverage System, Series B 3.985%, 01/01/29 325,000   374,095
Los Angeles Unified School District, School Improvements      
5.750%, 07/01/34 550,000   776,655
Massachusetts School Building Authority Series B, 1.753%, 08/15/30 518,000   525,351
Metropolitan Transportation Authority      
6.687%, 11/15/40 75,000   98,278
Metropolitan Transportation Authority, Transit Improvement      
6.668%, 11/15/39 290,000   379,717
University of California, University & College Improvements 
Series BD, 3.349%, 07/01/29
440,000   507,764
Total Municipal Bonds      
(Cost $4,127,526)     4,441,827
U.S. Government and Agency Obligations - 34.6%      
Fannie Mae - 21.1%      
FNMA      
2.000%, 08/01/50 to 09/01/50 1,281,754   1,332,835
2.500%, 11/01/34 to 05/01/50 1,293,251   1,368,421
3.500%, 11/01/33 to 11/01/48 3,064,710   3,326,957
4.000%, 12/01/33 to 03/01/50 3,137,534   3,432,099
4.500%, 01/01/40 to 07/01/49 1,734,190   1,942,283
5.000%, 11/01/43 200,072   232,325
Total Fannie Mae     11,634,920
Freddie Mac - 10.0%      
FHLMC      
1.500%, 11/01/50 516,262   521,940
2.000%, 08/01/50 196,982   204,757
2.500%, 11/01/34 to 08/01/50 785,462   832,730
5.000%, 10/01/36 767,075   891,839
FHLMC Gold Pool      
3.500%, 02/01/30 to 04/01/46 1,339,120   1,457,724


 

 

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

 

11


 

   
   
  AMG GW&K Enhanced Core Bond ESG Fund
 

Schedule of Portfolio Investments (continued)

 

 

 

  Principal
Amount
  Value
Freddie Mac - 10.0% (continued)      
FHLMC Multifamily Structured Pass Through Certificates 
Series K050, Class A2
     
3.334%, 08/25/253 $46,000   $51,565
Series K071, Class A2      
3.286%, 11/25/27 1,035,000   1,198,038
Series K076, Class A2      
3.900%, 04/25/28 291,000   349,179
Total Freddie Mac     5,507,772
U.S. Treasury Obligations - 3.5%      
U.S. Treasury Bonds      
4.500%, 02/15/36 1,319,000   1,936,199
Total U.S. Treasury Obligations     1,936,199
Total U.S. Government and Agency Obligations      
(Cost $18,402,686)     19,078,891
Foreign Government Obligation - 0.6%      
The Korea Development Bank (South Korea)      
0.500%, 10/27/23      
(Cost $345,180) 346,000   347,297
Total Foreign Government Obligation      
(Cost $345,180)     347,297
Short-Term Investments - 4.3%      
Joint Repurchase Agreements - 4.3%7      
Citigroup Global Markets, Inc., dated 12/31/20, due 01/04/21, 0.070% total to be received $1,000,008 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 4.000%, 09/15/21 - 01/01/51, totaling $1,020,000) 1,000,000   1,000,000
  Principal
Amount
  Value
Morgan, Stanley & Co. LLC, dated 12/31/20, due 01/04/21, 0.070% total to be received $379,189 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 9.000%, 02/04/21 - 12/20/50, totaling $386,770) $379,186   $379,186
RBC Dominion Securities, Inc., dated 12/31/20, due 01/04/21, 0.080% total to be received $1,000,009 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.000%, 01/05/21 - 12/20/50, totaling $1,020,000) 1,000,000   1,000,000
Total Joint Repurchase Agreements     2,379,186
Total Short-Term Investments      
(Cost $2,379,186)     2,379,186
Total Investments - 101.7%      
(Cost $53,285,407)     56,083,803
Other Assets, less Liabilities - (1.7)%     (938,221)
Net Assets - 100.0%     $55,145,582


1 Fixed to variable rate investment. The rate shown reflects the fixed rate in effect at December 31, 2020. Rate will reset at a future date.
2 Perpetuity Bond. The date shown represents the next call date.
3 Variable rate security. The rate shown is based on the latest available information as of December 31, 2020. 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 Some of these securities, amounting to $2,928,951 or 5.3% 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.
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 December 31, 2020, the value of these securities amounted to $784,379 or 1.4% of net assets.
6 Step Bond: A debt instrument with either deferred interest payments or an interest rate that resets at specific times during its term.
7 Cash collateral received for securities lending activity was invested in these joint repurchase agreements.
CMT Constant Maturity Treasury
FHLMC Freddie Mac
FNMA Fannie Mae
LIBOR London Interbank Offered Rate
MTN Medium-Term Note
SOFRRATE Secured Overnight Financing Rate


 

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

 

12


 

   
   
  AMG GW&K Enhanced Core Bond ESG 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 December 31, 2020:

 

    Level 1   Level 2   Level 3   Total
Investments in Securities                
Corporate Bonds and Notes     $29,836,602     $29,836,602
Municipal Bonds     4,441,827     4,441,827
U.S. Government and Agency Obligations     19,078,891     19,078,891
Foreign Government Obligation     347,297     347,297
Short-Term Investments                
Joint Repurchase Agreements     2,379,186     2,379,186
Total Investments in Securities     $56,083,803     $56,083,803

 

All corporate bonds and notes, municipal bonds, and 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, and 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 December 31, 2020, there were no transfers in or out of Level 3.

 

 

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

 

13


 

 

   
   
  AMG GW&K High Income Fund
  Portfolio Manager’s Comments (unaudited)

 

 

 

THE YEAR IN REVIEW

 

AMG GW&K High Income Fund (the “Fund”) Class N shares returned 12.16% during the year ended December 31, 2020, compared to the 6.79% return for the Bloomberg Barclays U.S. High Yield 1–5 Year Ba Index. The Fund’s legacy benchmark, the Bloomberg Barclays Global Aggregate Bond Index, returned 9.20% during the period.

 

Effective December 4, 2020, the Fund’s subadviser changed from Loomis, Sayles & Company, L.P. (“Loomis Sayles”) to GW&K Investment Management, LLC (“GW&K”). Also effective December 4, 2020, the Fund changed its name from AMG Manager Global Income Opportunity Fund and changed its investment objective, benchmark, principal investment strategies, and principal risks.

 

PERFORMANCE

 

Despite a negative return in the first quarter, the Fund generated strong performance for the full year and outperformed both the legacy benchmark (Bloomberg Barclays Global Aggregate Bond Index) and its new benchmark (Bloomberg Barclays U.S. High Yield 1–5 Year Ba Index). In the first quarter, the Fund underperformed primarily due to spread sector allocation and currency positioning, while duration and yield curve positioning was positive. The Fund subsequently outperformed in the

   

following three quarters due to spread sector allocation with notable contributions from an overweight in the investment grade bond sector. The Fund’s currency and yield curve positioning were also modest contributors to relative performance during the period.

 

HIGH INCOME INVESTMENT STRATEGY

 

GW&K believes that by actively managing a diversified portfolio of non-investment grade corporate bonds, we can generate higher total return over the long term while assuming manageable levels of risk. We look to invest in companies that we believe offer the best risk-adjusted value.

 

The Fund seeks to achieve a high level of current income while minimizing price volatility. It seeks to minimize interest rate risk by investing in bonds with maturities less than five years and seeks to minimize credit risk by targeting bonds with an average rating of BB.

 

OUTLOOK

 

Yields across the curve have struggled to break decisively out of their recent range, even as investors gained increasing confidence that a durable recovery is underway. Among the reasons for this apparent reticence is a lack of conviction that the U.S. Federal Reserve (Fed) will be able to reach and sustain a long-term inflation target of 2%.

   

Furthermore, even in the event that they do, investors are skeptical that the still-fragile recovery could sustain meaningfully higher rates. As a result, we believe there is a fairly even balance of upside and downside risks to rates and we have kept our duration close to its benchmark. With respect to curve positioning, we favor an underweight to the long end, where breakevens are especially unappealing, in favor of the more balanced risk/return profile of intermediate maturities.

 

We believe corporate credit remains the most compelling segment of the fixed income market as both a beneficiary of the ongoing recovery and a defense against rising interest rates. Yields available in the Treasury market sit close to historic lows at the same time as the sector’s sensitivity to interest rates is near historic highs, providing a particularly asymmetrical risk profile. Credit, meanwhile, is poised to benefit not only from an improving fundamental picture, but also a notable drop-off in issuance next year that is likely to fuel a constructive supply/demand imbalance in a world where positive yields are increasingly scarce.

 

This commentary reflects the results from GW&K and Loomis Sayles during the period and the viewpoints of the current portfolio manager, GW&K, and is not intended as a forecast or guarantee of future result.

 
               
               

 

 

 

14


 

   
   
  AMG GW&K High Income Fund
 

Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG GW&K High Income 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 High Income Fund’s Class N shares on December 31, 2010, to a $10,000 investment made in the Bloomberg Barclays U.S. High Yield 1-5 Year Ba Index and Bloomberg Barclays Global 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.

 

 

 

The table below shows the average annual total returns for the AMG GW&K High Income Fund and the Bloomberg Barclays U.S. High Yield 1-5 Year Ba Index and Bloomberg Barclays Global Aggregate Bond Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1 One Year Five
Years
Ten Years
AMG GW&K High Income Fund2, 3, 4, 5      
Class N 12.16% 6.04% 3.74%
Bloomberg Barclays U.S. High Yield 1-5 Year Ba Index6 6.79% 6.31% 5.81%
Bloomberg Barclays Global Aggregate Bond Index7 9.20% 4.79% 2.83%

 

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 amgfunds.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 December 31, 2020. All returns are in U.S. dollars($).
2 From time to time the Fund’s advisor has waived it’s fees and/or absorbed Fund expenses, which has resulted in higher returns.
   
3 The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall.
   
4 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.
   
5 High-yield bonds (also known as “junk bonds”) may be subject to greater levels of interest rate, credit, and liquidity risk than investments in higher rated securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. The issuers of the Fund’s holdings may be involved in bankruptcy proceedings, reorganizations, or financial restructurings, and are not as strong financially as higher-rated issuers.
   
6 On December 4, 2020, the primary benchmark changed from the Bloomberg Barclays Global Aggregate Bond Index to the Bloomberg Barclays U.S. High Yield Ba 1-5 Year Index. The Bloomberg Barclays U.S. High Yield Ba 1-5 Year Index, a subset of the Bloomberg Barclays High Yield Index, is an unmanaged index comprised of fixed rate, publicly issued, non-investment grade debt registered with the Securities and Exchange Commission (SEC) where the middle rating of Moody’s, S&P and Fitch is BB and maturities range from 1 to 5 years. Unlike the Fund, the Bloomberg Barclays U.S. High Yield Ba 1-5 Year Index is unmanaged, is not available for investment and does not incur expenses.
   
7 The Bloomberg Barclays Global Aggregate Bond Index, the Fund’s prior benchmark provides a broad-based measure of the global investment-grade fixed income markets. The three major components of this index are the U.S. Aggregate, the Pan-European Aggregate, and the Asian-Pacific Aggregate Indices. The Index also includes Eurodollar and Euro-Yen corporate bonds, Canadian government, agency and corporate securities, and USD investment grade 144A securities. Unlike the Fund, the Bloomberg Barclays Global Aggregate Bond Index is unmanaged, is not available for investment and does not incur expenses.
   

Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”).







 

 

15


 

 

   
   
  AMG GW&K High Income Fund
 

Portfolio Manager’s Comments (continued)

 

 

 

BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or     endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent allowed by law, neither shall have any liability or    

responsibility for injury or damages arising in connection therewith.

 

Not FDIC insured, nor bank guaranteed. May lose value

 

 
               
               

 

 

 

16


 

 

   
  AMG GW&K High Income Fund
  Fund Snapshots (unaudited)
  December 31, 2020

 

 

 

PORTFOLIO BREAKDOWN

 

Category % of
Net Assets
Corporate Bonds and Notes 96.8
Other Assets Less Liabilities    3.2

 

Rating % of Market Value1
Baa/BBB 24.7
Ba/BB 60.1
B 15.2

 

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

TOP TEN HOLDINGS

 

Security Name   % of
Net Assets
QEP Resources, Inc., 5.625%, 03/01/26   2.7
Apache Corp., 4.625%, 11/15/25   2.6
Kohl’s Corp., 9.500%, 05/15/25   2.5
Ford Motor Co., 4.346%, 12/08/26   2.5
Allegheny Technologies, Inc., 7.875%, 08/15/23   2.5
Methanex Corp., 4.250%, 12/01/24 (Canada)   2.5
Howmet Aerospace, Inc., 6.875%, 05/01/25   2.5
Aramark Services, Inc., 4.750%, 06/01/26   2.5
Delta Air Lines, Inc., 7.375%, 01/15/26   2.5
Service Properties Trust, 7.500%, 09/15/25   2.5
Top Ten as a Group   25.3


 

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

 

 

 

17


 

 

   
  AMG GW&K High Income Fund
  Schedule of Portfolio Investments
  December 31, 2020

 

 

 

  Principal
Amount
  Value
Corporate Bonds and Notes - 96.8%      
Financials - 20.2%      
Aircastle, Ltd. (Bermuda)      
5.000%, 04/01/23 $237,000   $252,619
CIT Group, Inc.      
5.000%, 08/01/23 160,000   174,800
Citigroup, Inc.      
Series V      
(4.700% to 01/30/25 then SOFRRATE + 3.234%), 4.700%, 01/30/251,2,3 246,000   252,787
The Goldman Sachs Group, Inc.      
Series S      
(4.400% to 02/10/25 then U.S. Treasury Yield Curve CMT 5 year + 2.850%), 4.400%, 02/10/251,2,3 250,000   255,625
JPMorgan Chase & Co.      
Series HH      
(4.600% to 02/01/25 then SOFRRATE + 3.125%), 4.600%, 02/01/251,2,3 245,000   252,963
Service Properties Trust      
7.500%, 09/15/25 223,000   256,967
SLM Corp.      
4.200%, 10/29/25 241,000   254,556
Starwood Property Trust, Inc.      
4.750%, 03/15/25 246,000   252,150
Wynn Las Vegas LLC / Wynn Las Vegas Capital Corp.      
5.500%, 03/01/254 120,000   125,250
Total Financials     2,077,717
Industrials - 76.6%      
AECOM      
5.875%, 10/15/24 227,000   253,169
Allegheny Technologies, Inc.      
7.875%, 08/15/235 236,000   258,264
American Axle & Manufacturing, Inc.      
6.250%, 04/01/25 243,000   251,505
Apache Corp.      
4.625%, 11/15/25 251,000   265,312
Aramark Services, Inc.      
4.750%, 06/01/26 250,000   257,362
Ball Corp.      
5.250%, 07/01/25 215,000   245,364
CDW LLC / CDW Finance Corp.      
5.500%, 12/01/24 228,000   254,902
CenturyLink, Inc.      
5.625%, 04/01/25 65,000   70,119
Crown Americas LLC / Crown
Americas Capital Corp. IV
     
4.500%, 01/15/23 234,000   246,900
  Principal
Amount
  Value
CSC Holdings LLC      
5.250%, 06/01/24 $234,000   $253,282
DCP Midstream Operating LP      
5.375%, 07/15/25 137,000   150,538
Delta Air Lines, Inc.      
7.375%, 01/15/26 225,000   257,018
Donnelley Financial Solutions, Inc.      
8.250%, 10/15/24 184,000   195,040
Ford Motor Co.      
4.346%, 12/08/26 243,000   258,795
Freeport-McMoRan, Inc.      
3.875%, 03/15/23 119,000   124,153
Graphic Packaging International LLC      
4.875%, 11/15/22 93,000   97,418
HCA, Inc.      
5.375%, 02/01/25 223,000   250,770
Howmet Aerospace, Inc.      
6.875%, 05/01/25 220,000   257,400
Kohl’s Corp.      
9.500%, 05/15/25 200,000   259,421
Methanex Corp. (Canada)      
4.250%, 12/01/24 245,000   257,936
MGM Resorts International      
6.000%, 03/15/23 234,000   251,257
Netflix, Inc.      
5.875%, 02/15/25 220,000   253,103
Newell Brands, Inc.      
4.875%, 06/01/25 231,000   254,169
Newfield Exploration Co.      
5.625%, 07/01/24 235,000   251,717
NuStar Logistics LP      
4.750%, 02/01/22 123,000   124,845
Occidental Petroleum Corp.      
3.450%, 07/15/24 173,000   165,215
Penske Automotive Group, Inc.      
3.500%, 09/01/25 243,000   246,949
QEP Resources, Inc.      
5.625%, 03/01/26 250,000   274,137
QVC, Inc.      
4.450%, 02/15/25 236,000   252,001
Sprint Corp.      
7.125%, 06/15/24 211,000   246,870
Tenet Healthcare Corp.      
4.875%, 01/01/264 120,000   125,533
Teva Pharmaceutical Finance
Netherlands III BV (Netherlands)
     
2.200%, 07/21/21 249,000   248,378
United Airlines Holdings, Inc.      
5.000%, 02/01/24 254,000   252,095


 

 

 

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

18


 

 

   
 
  AMG GW&K High Income Fund
 

Schedule of Portfolio Investments (continued)

  

 

 

  Principal
Amount
  Value
Industrials - 76.6% (continued)      
VeriSign, Inc.      
5.250%, 04/01/25 $86,000   $97,718
WPX Energy, Inc.      
5.250%, 09/15/24 117,000   127,445
Wyndham Destinations, Inc.      
5.650%, 04/01/245 236,000   254,880
Total Industrials     7,890,980
Total Corporate Bonds and Notes      
(Cost $9,978,707)     9,968,697

 

1 Fixed to variable rate investment. The rate shown reflects the fixed rate in effect at December 31, 2020. Rate will reset at a future date.

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

3 Variable rate security. The rate shown is based on the latest available information as of December 31, 2020. 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 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 December 31, 2020, the value of these securities amounted to $250,783 or 2.4% of net assets.

 

 

  Value
Total Investments - 96.8%  
(Cost $9,978,707) $9,968,697
Other Assets, less Liabilities - 3.2% 333,161
Net Assets - 100.0% $10,301,858

 

5 Step Bond: A debt instrument with either deferred interest payments or an interest rate that resets at specific times during its term.

CMT Constant Maturity Treasury
SOFRRATE Secured Overnight Financing Rate



 

 

 

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

19


 

 

 

AMG GW&K High Income 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 December 31, 2020:

 

    Level 1   Level 2   Level 3   Total  
Investments in Securities                          
Corporate Bonds and Notes       $ 9,968,697       $ 9,968,697  
Total Investments in Securities       $ 9,968,697       $ 9,968,697  

 

All corporate bonds and notes held in the Fund are level 2 securities. For a detailed breakout of corporate bonds and notes by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments.

 

For the fiscal year ended December 31, 2020, there were no transfers in or out of Level 3.

 

For the fiscal year ended December 31, 2020, 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 $134,979 Net change in unrealized appreciation/ depreciation on forward contracts $10,553
         
Interest rate contracts Net realized gain on futures contracts 34,964 Net change in unrealized appreciation/ depreciation on futures contracts 4,541
  Totals $169,943   $15,094

 

 

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

20


 

 

 

AMG GW&K Municipal Bond Fund

Portfolio Manager’s Comments (unaudited)

  

   

  

THE YEAR IN REVIEW

 

For the year ended December 31, 2020, AMG GW&K Municipal Bond Fund (the “Fund”) Class N shares returned 4.31%, underperforming its benchmark, the Bloomberg Barclays 10-Year Municipal Bond Index (the “Index”), which returned 5.62%.

 

The municipal bond market withstood historic volatility in the first quarter as COVID-19 exploded across the globe and wreaked havoc on financial markets. After falling to all-time lows amid a global flight to safety, tax-exempt yields went on a wild ride, spiking more than 200 basis points over a ten-day stretch in March only to abruptly reverse course and recapture nearly three-fourths of that sharp selloff. The generic 10-year AAA yield finished March up 40 basis points for the month, but still down 13 basis points from the beginning of the year. Credit spreads, which had been on a years-long run of tightening leading up to the crisis, widened sharply amid the turmoil, led by high yield and low investment grade securities, but also extending to certain sectors and credits viewed as particularly vulnerable to a prolonged economic shutdown. As the quarter came to a close, municipal bonds had regained some much needed stability thanks to unprecedented government intervention, but with the primary market still in limbo, price discovery remained opaque, trading depth shallow, and volatility elevated.

 

The municipal bond market posted impressive returns in the second quarter, completing a remarkable turnaround from the most tumultuous selloff in its history. Tax-exempt yields fell sharply across the curve, dropping back near all-time lows and narrowing a gap against Treasuries that had recently ballooned to all-time highs. The path toward normalcy passed many markers along the way. Short-term financing costs, which had spiked in March, dropped to record lows by June. Mutual funds not only stemmed the tide of massive net redemptions, but also began seeing a surge of inflows. The new issue market, which was effectively closed in March and most of April, eventually kicked into high gear, providing much needed price discovery and reflecting a growing confidence that the worst may have passed. The healing was broad based but not quite universal. Credit quality took on new importance as investors became more skeptical of certain issuers and sectors perceived as vulnerable to the pandemic fallout. Also states are beginning to fear that additional federal aid may become a casualty of election-year politics, an outcome that could spell trouble in some corners of the municipal bond space.

 

The municipal bond market posted solid returns in the third quarter, extending a post-crisis rebound on the back of a robust technical environment. Over the first six weeks of the period, tax-exempt yields rallied to all-time lows across the entire curve. The major catalyst was a flood of money pouring into the market, driven by a combination of seasonally high reinvestment demand and attractive valuations versus taxable alternatives. Industry mutual funds took in $26 billion of net new cash, the highest quarterly inflows on record. Supply, on the other hand, was relatively modest. Headline volumes were actually well above average, but those numbers were inflated by a record jump in taxable issuance. Tax-exempt supply remained at more manageable levels. In addition, dealer inventories dropped to all-time lows, setting the stage for a supply/demand dynamic that favored sellers. Lower rated credits continued to outperform, benefiting from a better-than-expected outlook for state finances and a still heavy appetite for incremental yield. Over the second half of August and into September, investors turned more cautious amid a building forward calendar and uncertainty over federal relief aid, pushing rates up off their lows, but still down for the quarter.

 

Municipal bonds posted solid gains in the fourth quarter, driven by strong technical tailwinds. Coming into October, municipal bonds were out-yielding Treasuries on an absolute basis across most of the curve, a dynamic that reflected heavy issuance in the third quarter and lingering concerns over the financial shape of state and local governments. But it had already become clear that tax revenues across the country were recovering much faster than feared, meaning credit fundamentals were improving even before factoring in any federal relief. And after October, when municipalities floated a record volume of deals to get ahead of any federal election chaos, issuance fell off a cliff, leaving a market that was starving for yield chasing a fast-dwindling supply of bonds. As we approached year end, heavy seasonal reinvestment demand and accelerating fund flows only added to the imbalance, as did the urgency of knowing that the supply drought would likely extend well into February. And so municipal yields continued to grind lower.

 

While all this was going on, Treasury yields were moving higher, as a number of positive developments reduced the need for safe-haven assets. The November U.S. election proved decisive, removing the chance that a contested result could destabilize markets. Federal stimulus talks proceeded in starts and stops, ultimately culminating

with a deal in late December. And perhaps most importantly, multiple highly effective COVID-19 vaccines were approved for emergency use, providing confidence that the end of the crisis was finally in sight. All these factors put upward pressure on rates, though any runaway selloff in Treasuries was kept in check by a still-vigilant U.S Federal Reserve (the “Fed”) and a worrisome surge in coronavirus cases, which led to another series of widespread lockdowns. With municipal bonds and Treasuries heading in opposite directions, relative value ratios plunged, and by the end of the year had moved back to pre-virus levels. In fact, the 10-year municipal bond/Treasury ratio began the quarter at 127% and ended it at 78%.

 

The Fund underperformed the Bloomberg Barclays 10-Year Municipal Bond Index for the year. A shift in yield curve positioning in the fourth quarter modestly helped performance late in the year, but the Fund’s overall shorter duration detracted from performance for the year as rates declined. The Fund’s higher quality positioning benefited relative performance for the year.

 

As we enter 2021, it is important to revisit the lessons of last year. As we saw in March and April, the municipal bond market tends to be one-directional. With no effective way to short municipal bonds, price discovery is at the mercy of long-only investors, and when demand dries up, air pockets of volatility can emerge. But underneath the trading dynamics, which were ultimately cured by aggressive Fed liquidity, municipal credits once again demonstrated their resilience in the face of adversity and their importance as a hedge against riskier asset types. State tax receipts, expected to collapse amid the shutdown, held up remarkably well, buoyed by federal stimulus and the rebound in financial markets. Revenue sectors like toll roads, health care, and higher education rebounded quickly after early setbacks. Water systems and electric utilities were barely affected, showing how airtight essential service industries can be. Even areas most plagued by the crisis, like airports, showed only modest pressure, as large cash cushions and flexible airline agreement contracts provide a crucial bridge to recovery. So, while yields are once again back near absolute lows, municipal bonds remain a stable, sleep-at-night component of a successful asset allocation strategy.

 

This commentary reflects the viewpoints of GW&K Investment Management, LLC and is not intended as a forecast or guarantee of future results.

 

 

 

 

21


 

 

 

AMG GW&K Municipal Bond Fund

Portfolio Manager’s Comments (continued)

 

   

  

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG GW&K Municipal 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 GW&K Municipal Bond Fund’s Class N shares on December 31, 2010, to a $10,000 investment made in the Bloomberg Barclays 10-Year Municipal 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.

 

Description: C:\JOB FOLDER\GAURAV KOLAPTE\2021\FEB\27\001.jpg

 

The table below shows the average annual total returns for the AMG GW&K Municipal Bond Fund and the Bloomberg Barclays 10-Year Municipal Bond Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1   One Year   Five
Years
  Ten Years
AMG GW&K Municipal Bond Fund2, 3, 4, 5, 6, 7            
Class N   4.31%   3.09%   4.05%
Class I   4.70%   3.43%   4.48%
Bloomberg Barclays 10-Year Municipal Bond Index8   5.62%   4.05%   4.80%

 

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 amgfunds.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 December 31, 2020. All returns are in U.S. dollars ($).

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

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

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

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

6 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.

7 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

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

 

Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

 

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



 

 

 

22


 

 

 

AMG GW&K Municipal Bond Fund

Fund Snapshots (unaudited)

December 31, 2020

 

   

 

PORTFOLIO BREAKDOWN

 

Category

% of
Net Assets
 

Transportation 26.9
General Obligation 21.0
Utilities 20.0
Water   7.5
Medical   7.4
Education   5.8
Power   2.8
Tobacco Settlement   0.8
Industrial Development   0.5
Short-Term Investments   7.3
   
   
   
Rating % of Market Value1
Aaa/AAA 24.7
Aa/AA 48.1
A 24.1
Baa/BBB   3.1
1 Includes market value of long-term fixed-income securities only.  

TOP TEN HOLDINGS

 

Security Name   % of Net Assets
State of Texas, 4.000%, 08/26/21   4.4
State of Maryland, Series B, 5.000%, 08/01/25   2.3
New York State Dormitory Authority, Series B, 5.000%, 03/31/21   2.0
Wisconsin State Revenue, Department of Transportation, Series 2, 5.000%, 07/01/29   2.0
North Carolina State Limited Obligation, Series B, 5.000%, 05/01/28   1.5
Iowa Finance Authority, State Revolving Fund Green Bond, 5.000%, 08/01/30   1.5
Metropolitan Transportation Authority,
Transit Revenue, Green Bond,
Series B, 5.000%, 11/15/27
  1.3
State of California, General Obligation, 5.000%, 11/01/30   1.2
State of Maryland, Department of Transportation, 5.000%, 09/01/29   1.2
State of Maryland, Department of Transportation, 5.000%, 10/01/28   1.2
Top Ten as a Group   18.6


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

 

 

 

23


 

 

 

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments

December 31, 2020

 

   

 

  Principal
Amount
Value
Municipal Bonds - 92.7%    
Alabama - 0.8%    

Alabama Public School and College Authority, Series A

5.000%, 11/01/34

$7,500,000 $10,280,925
Arizona - 2.2%    

Arizona Department of Transportation State Highway Fund Revenue

5.000%, 07/01/28

5,040,000 6,274,548

Arizona Water Infrastructure Finance Authority, Water Quality Revenue, Series A

5.000%, 10/01/26

10,000,000 11,714,500

Salt River Project Agricultural Improvement & Power District

5.000%, 01/01/27 1

3,000,000 3,702,210
5.000%, 01/01/28 1 2,625,000 3,326,400
5.000%, 01/01/29 1 2,500,000 3,249,975
Total Arizona   28,267,633
California - 11.0%    

California Municipal Finance Authority, Community Medical Centers, Series A

   
5.000%, 02/01/27 950,000 1,173,421
5.000%, 02/01/30 1,630,000 1,964,280
5.000%, 02/01/31 900,000 1,081,026
5.000%, 02/01/32 1,855,000 2,220,175

California State Public Works Board

5.000%, 02/01/31 1

3,500,000 4,541,775
California State Public Works Board, Series A    
5.000%, 02/01/30 1 3,500,000 4,462,150
5.000%, 02/01/32 1 3,500,000 4,611,425

City of Los Angeles Department of Airports, Series C
5.000%, 05/15/30

10,515,000 14,080,111

Los Angeles County Metropolitan Transportation

Authority, Series R

   
5.000%, 06/01/29 6,940,000 9,450,337
5.000%, 06/01/31 6,000,000 8,284,500
5.000%, 06/01/32 10,035,000 13,754,172

Los Angeles Unified School District, Series A 5.000%, 07/01/28

5,000,000 6,625,550
San Diego County Water Authority, Series A    
5.000%, 05/01/28 1 1,770,000 2,328,028
5.000%, 05/01/29 1 2,455,000 3,309,659
5.000%, 05/01/30 1 1,800,000 2,479,338
5.000%, 05/01/31 1 1,300,000 1,831,960
San Francisco City & County Airport Commission,    
San Francisco International Airport, Series A    
5.000%, 05/01/34 5,000,000 6,358,700
5.000%, 05/01/35 5,800,000 7,361,302
State of California    
5.000%, 08/01/29 7,235,000 8,993,539
5.000%, 09/01/29 5,075,000 6,323,704
5.000%, 11/01/30 11,575,000 16,166,108
5.000%, 04/01/32 5,000,000 7,166,550
     
  Principal
Amount
Value
State of California, Series C    
5.000%, 09/01/26 $7,715,000 $9,385,375
Total California   143,953,185
Colorado - 1.3%    
Colorado Health Facilities Authority, Series A    
5.000%, 01/01/27 2,500,000 3,137,875
5.000%, 01/01/28 2,535,000 3,261,176
5.000%, 01/01/29 4,125,000 5,425,406
5.000%, 08/01/33 4,250,000 5,424,955
Total Colorado   17,249,412
Connecticut - 2.8%    

State of Connecticut Special Tax Revenue

5.000%, 05/01/28

3,000,000 3,905,730

State of Connecticut Special Tax Revenue, Transportation Infrastructure

5.000%, 01/01/30

10,180,000 12,966,673

State of Connecticut Special Tax Revenue, Series B
5.000%, 10/01/35

7,500,000 9,543,150
State of Connecticut, Series A    
5.000%, 01/15/31 7,650,000 10,225,220
Total Connecticut   36,640,773
District of Columbia - 2.8%    
District of Columbia, Series A    
5.000%, 06/01/30 6,020,000 7,446,800
District of Columbia, Series B    
5.000%, 10/01/28 7,100,000 9,493,055
5.000%, 06/01/31 10,080,000 13,159,238

Washington Convention & Sports Authority, Series A

5.000%, 10/01/27

5,475,000 6,600,277
Total District of Columbia   36,699,370
Florida - 3.8%    

Escambia County Health Facilities Authority

5.000%, 08/15/37

6,000,000 7,447,260

Florida’s Turnpike Enterprise, Department of Transportation, Series C

 
5.000%, 07/01/28 7,075,000 8,773,354

Lee Memorial Health System, Series A 5.000%, 04/01/34

5,645,000 7,266,300

Orange County Health Facilities Authority, Series A 5.000%, 10/01/31

4,525,000 5,500,138

Orange County Health Facilities Authority, Series G

   
5.000%, 10/01/26 3,000,000 3,741,300

State of Florida, Capital Outlay, Series B 5.000%, 06/01/27

9,045,000 10,479,537


 

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

24


 


 

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

   

    Principal
Amount
  Value  
Florida - 3.8% (continued)              

State of Florida, Department of Transportation,

Fuel Sales Tax Revenue, Series B

5.000%, 07/01/26

  $5,780,000   $5,915,194  
Total Florida           49,123,083  
Georgia - 1.9%              

Atlanta Water & Wastewater Revenue
5.000%, 11/01/25

    5,100,000     6,139,584  

Georgia State University & College Improvements, Series A 5.000%, 07/01/27

    4,600,000     4,929,912  

Private Colleges & Universities Authority, Series B
5.000%, 09/01/30

    10,360,000     14,298,043  
Total Georgia           25,367,539  
Illinois - 7.0%              

Chicago O’Hare International Airport, Series A 5.000%, 01/01/35

    5,010,000     6,442,509  

Chicago O’Hare International Airport, Series B 5.000%, 01/01/28

    10,670,000     12,462,560  

Chicago O’Hare International Airport, Senior Lien, Series A 5.000%, 01/01/36

    10,000,000     12,286,900  
5.000%, 01/01/38     5,500,000     6,720,175  

Illinois Finance Authority 5.000%, 01/01/29

    2,310,000     3,090,780  
5.000%, 07/01/29     8,755,000     11,850,418  

Illinois State Finance Authority Revenue, Clean Water Initiative Revenue
5.000%, 07/01/27

    11,000,000     13,565,420  

Illinois State Toll Highway Authority, Series A
5.000%, 12/01/31

    9,735,000     11,673,628  

Illinois State Toll Highway Authority, Senior Revenue Bonds, Series A
5.000%, 01/01/30

    10,110,000     13,231,665  
Total Illinois           91,324,055  
Indiana - 1.1%              

Indiana Finance Authority, Series C
5.000%, 06/01/29

    4,800,000     6,433,872  

Indiana Transportation Finance Authority, Series C
5.500%, 12/01/25

    6,070,000     7,597,030  
Total Indiana           14,030,902  
Iowa - 1.5%              

Iowa Finance Authority, State Revolving Fund Green Bond
5.000%, 08/01/30

    15,025,000     19,202,251  
    Principal
Amount
  Value  
Kentucky - 0.5%              

Louisville/Jefferson County Metropolitan Government, Norton Healthcare Inc., Series A
5.000%, 10/01/29

  $5,505,000   $6,720,449  
Maryland - 5.9%              

Maryland State Transportation Authority
5.000%, 07/01/33

    6,350,000     8,630,285  

State of Maryland, Department of Transportation
5.000%, 10/01/28

    12,365,000     15,472,324  
5.000%, 09/01/29     12,205,000     15,685,622  

State of Maryland, Series B

5.000%, 08/01/25

    24,125,000     29,417,060  

State of Maryland, State & Local Facilities Loan of 2019, 1st Series
5.000%, 03/15/30

    6,000,000     8,064,720  
Total Maryland           77,270,011  
Massachusetts - 2.7%              

Commonwealth of Massachusetts
5.000%, 07/01/29

    6,010,000     8,182,134  

Commonwealth of Massachusetts, Series A 5.000%, 07/01/25

    7,700,000     9,339,715  

Massachusetts Bay Transportation Authority 5.000%, 07/01/22

    10,020,000     10,744,045  

Massachusetts Water Resources Authority, Series C 5.000%, 08/01/31

    6,080,000     7,580,848  
Total Massachusetts           35,846,742  
Michigan - 3.0%              

Lansing Board of Water & Light, Series A
5.500%, 07/01/41

    5,000,000     5,131,700  

Michigan Finance Authority, Henry Ford Health System 5.000%, 11/15/29

    11,450,000     14,116,362  

Michigan State Building Authority Revenue, Series I
5.000%, 04/15/27

    5,700,000     6,950,466  

State of Michigan
5.000%, 03/15/27

    10,000,000     12,656,000  
Total Michigan           38,854,528  
Minnesota - 0.8%              

City of Minneapolis MN, Fairview Health Services, Series A 5.000%, 11/15/35

    3,165,000     3,990,084  

Minneapolis-St Paul Metropolitan Airports Commission, Series A
5.000%, 01/01/25

    5,000,000     5,913,600  
Total Minnesota           9,903,684  


 

 

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

25


 


 

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

   
 
      Principal      
      Amount     Value
Mississippi - 0.8%            
State of Mississippi, Series A            
5.000%, 10/01/28   $10,000,000   $10,361,100
Missouri - 1.6%            
University of Missouri, Series A            
5.000%, 11/01/26     5,520,000     6,507,362
University of Missouri, Series B            
5.000%, 11/01/30     10,010,000     13,934,621
Total Missouri           20,441,983
Nebraska - 0.5%            
University of Nebraska Facilities Corp.            
5.000%, 07/15/25     5,010,000     6,080,837
New Jersey - 1.9%            
New Jersey State Turnpike Authority Revenue, Series B            
5.000%, 01/01/28     4,010,000     5,174,464
State of New Jersey            
5.000%, 06/01/25     4,335,000     5,161,511
5.000%, 06/01/29     11,500,000     14,905,265
Total New Jersey           25,241,240
New Mexico - 0.2%            
New Mexico Finance Authority            
5.000%, 06/01/22     2,845,000     3,039,911
New York - 10.2%            
City of New York            
5.000%, 08/01/34     3,250,000     4,347,167
City of New York, Series C            
5.000%, 08/01/33     1,500,000     2,018,130
Long Island Power Authority            
5.000%, 09/01/35     5,015,000     6,444,626
Metropolitan Transportation Authority,            
Transit Revenue, Green Bond,            
Series B            
5.000%, 11/15/27     14,225,000     16,877,678
Metropolitan Transportation Authority,            
Transit Revenue, Series F            
5.000%, 11/15/24     4,950,000     5,237,595
5.000%, 11/15/27     5,000,000     5,287,650
5.000%, 11/15/28     4,750,000     5,378,662
New York City Transitional Finance Authority Building Aid Revenue,            
Series S-3, Sub-Series S-3A            
5.000%, 07/15/31     5,080,000     6,533,236
New York City Transitional Finance Authority, Future Tax Secured Revenue, Series C            
5.000%, 11/01/26     9,585,000     11,433,275
New York State Dormitory Authority, Series A            
5.000%, 12/15/25     8,645,000     9,445,268
5.000%, 12/15/27     5,640,000     6,155,158
5.000%, 03/15/31     7,670,000     9,938,096
             
      Principal      
      Amount     Value
New York State Dormitory Authority, Series D            
5.000%, 02/15/27   $5,355,000   $5,636,191
New York State Dormitory Authority, Series E            
5.000%, 03/15/32     8,410,000     10,136,489
New York Transportation Development Corp.            
5.000%, 12/01/30     1,000,000     1,313,600
5.000%, 12/01/31     1,100,000     1,436,193
5.000%, 12/01/32     1,400,000     1,815,534
5.000%, 12/01/33     1,000,000     1,292,120
Port Authority of New York & New Jersey            
5.000%, 07/15/31     10,000,000     13,306,300
5.000%, 07/15/32     6,545,000     8,650,003
Total New York         132,682,971
North Carolina - 1.5%            
North Carolina State Limited Obligation, Series B            
5.000%, 05/01/28     15,300,000     19,585,989
Ohio - 2.6%            
Ohio State General Obligation, Series A            
5.000%, 09/01/26     7,090,000     8,947,155
Ohio State General Obligation, Series T            
5.000%, 05/01/30     5,000,000     6,365,050
Ohio Water Development Authority,            
Water Pollution Control Loan Fund,            
Series 2015A            
5.000%, 06/01/25     5,000,000     6,047,900
State of Ohio, Series A            
5.000%, 08/01/21     12,545,000     12,898,016
Total Ohio           34,258,121
Oregon - 1.7%            
Oregon State Lottery, Series C            
5.000%, 04/01/27     10,000,000     11,910,800
Oregon State Lottery, Series D            
5.000%, 04/01/28     9,225,000     10,953,488
Total Oregon         22,864,288
Pennsylvania - 2.0%            
Allegheny County Hospital Development            
Authority,            
University Pittsburgh Medical Center            
5.000%, 07/15/31     5,520,000     7,241,909
Commonwealth Financing Authority,            
Pennsylvania Tobacco            
5.000%, 06/01/32     7,890,000     9,960,809
Lancaster County Hospital Authority,            
University of Pennsylvania Health Revenue            
5.000%, 08/15/26     6,970,000     8,761,569
Total Pennsylvania         25,964,287
Texas - 9.3%            
Central Texas Turnpike System Transportation Commission, Series C            
5.000%, 08/15/31     11,175,000     12,788,558
             

 

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

26


 


 

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

   
 
      Principal        
      Amount     Value  
Texas - 9.3% (continued)              
Central Texas Turnpike System, Series A              
5.000%, 08/15/39     $8,000,000     $10,484,080  
City of Corpus Christi TX Utility System Revenue,              
Junior Lien              
5.000%, 07/15/29     3,125,000     4,074,969  
City of San Antonio TX Electric & Gas              
Systems Revenue              
5.000%, 02/01/26     9,350,000     11,567,165  
Dallas Area Rapid Transit, Senior Lien              
5.250%, 12/01/28     8,865,000     12,000,019  
Dallas Fort Worth International Airport, Series A              
5.000%, 11/01/29     3,535,000     4,720,321  
5.000%, 11/01/30     2,000,000     2,721,140  
5.000%, 11/01/31     3,245,000     4,384,839  
Lower Colorado River Authority,              
LCRA Transmission Services Corporation              
5.000%, 05/15/29     3,815,000     4,370,769  
North Texas Municipal Water District              
Water System Revenue,              
Refunding and Improvement              
5.000%, 09/01/29     7,350,000     9,163,098  
North Texas Tollway Authority Revenue, Special Projects System, 1st Tier,              
Series A              
5.000%, 01/01/25     6,460,000     7,323,379  
North Texas Tollway Authority, 2nd Tier, Series B              
5.000%, 01/01/31     2,000,000     2,381,460  
5.000%, 01/01/32     3,010,000     3,678,973  
North Texas Tollway Authority, Series A              
5.000%, 01/01/26     7,795,000     8,824,330  
Texas Private Activity Bond Surface              
Transportation Corp.              
4.000%, 12/31/37     5,000,000     5,853,350  
4.000%, 12/31/38     3,735,000     4,360,351  
Texas Transportation Commission Fund, Series A              
5.000%, 04/01/27     12,550,000     13,304,631  
Total Texas         122,001,432  
Utah - 2.0%              
Salt Lake City Corp. Airport Revenue, Series A              
5.000%, 07/01/29     3,450,000     4,332,234  
5.000%, 07/01/30     6,585,000     8,225,653  
State of Utah, Series B              
5.000%, 07/01/22     7,500,000     8,041,950  
Utah Transit Authority, Series A              
5.000%, 06/15/27     5,020,000     6,007,233  
Total Utah           26,607,070  
Virginia - 1.8%              
Virginia College Building Authority, Series A              
5.000%, 09/01/21     10,000,000     10,319,700  
               
      Principal      
      Amount     Value
Virginia Public Building Authority, Series B            
5.000%, 08/01/25   $10,430,000   $12,691,328
Total Virginia           23,011,028
Washington - 4.2%            
Energy Northwest Electric Revenue,            
Bonneville Power            
5.000%, 07/01/25     10,305,000     12,468,638
Energy Northwest Nuclear Revenue,            
Project 3, Series A            
5.000%, 07/01/25     7,965,000     9,637,331
State of Washington School Improvements, Series C            
5.000%, 02/01/28     7,370,000     9,055,003
State of Washington, Series R-2015C            
5.000%, 07/01/28     10,265,000     12,145,137
University of Washington,            
University & College Improvements            
Revenue, Series C            
5.000%, 07/01/27     7,270,000     7,941,385
Washington Health Care Facilities Authority, Series A            
5.000%, 08/01/38     3,005,000     3,783,445
Total Washington         55,030,939
West Virginia - 0.4%            
West Virginia Hospital Finance Authority,            
Cabell Huntington Hospital Obligation            
5.000%, 01/01/35     3,745,000     4,590,584
Wisconsin - 2.9%            
State of Wisconsin            
5.000%, 05/01/29 1     3,500,000     4,702,215
5.000%, 05/01/30 1     2,390,000     3,284,601
5.000%, 05/01/31 1     2,700,000     3,707,100
Wisconsin State Revenue, Department of            
Transportation, Series 2            
5.000%, 07/01/29     20,405,000     26,077,182
Total Wisconsin           37,771,098
Total Municipal Bonds            
(Cost $1,133,132,282)         1,210,267,420
Short-Term Investments - 7.3%            
Municipal Bonds - 7.3%            
California - 0.9%            
City of Los Angeles            
4.000%, 06/24/21     6,070,000     6,182,052
County of Los Angeles, Series A            
4.000%, 06/30/21     5,020,000     5,115,681
Total California           11,297,733
New York - 2.0%            
New York State Dormitory Authority, Series B            
5.000%, 03/31/21     26,000,000     26,306,540
               

 

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

27


 

 

 

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)

   
 
    Principal            
    Amount   Value       Value
Texas - 4.4%           Total Investments - 100.0%    
State of Texas       (Cost $1,228,525,480) $1,305,706,754
4.000%, 08/26/21   $56,425,000   $57,835,061   Other Assets, less Liabilities - 0.0%   113,424
Total Municipal Bonds           Net Assets - 100.0% $1,305,820,178
(Cost $95,393,198)       95,439,334        
Total Short-Term Investments                
(Cost $95,393,198)       95,439,334        
                 
1 All or part of a security is delayed delivery transaction. The market value for delayed delivery securities at December 31, 2020, amounted to $45,536,836, or 3.5% of net assets.

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of December 31, 2020:

 

    Level 1     Level 2     Level 3     Total
Investments in Securities                      
Municipal Bonds     $1,210,267,420       $1,210,267,420
Short-Term Investments                      
Municipal Bonds       95,439,334         95,439,334
Total Investments in Securities     $1,305,706,754       $1,305,706,754

 

All municipal bonds held in the Fund are Level 2 securities. For a detailed breakout of municipal bonds by major classification, please refer to the Fund’s Schedule of Portfolio Investments.

For the fiscal year ended December 31, 2020, there were no transfers in or out of Level 3.

 

 

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

28


 

 

 

AMG GW&K Municipal Enhanced Yield Fund

Portfolio Manager’s Comments (unaudited)

 

   

  

THE YEAR IN REVIEW

For the year ended December 31, 2020, AMG GW&K Municipal Enhanced Yield Fund’s (the “Fund”) Class N shares returned 5.95%, compared to the Bloomberg Barclays U.S. Municipal Bond BAA Index (the Index), which returned 4.55%.

The municipal bond market withstood historic volatility in the first quarter as COVID-19 exploded across the globe and wreaked havoc on financial markets. After falling to all-time lows amid a global flight to safety, tax-exempt yields went on a wild ride, spiking more than 200 basis points over a ten-day stretch in March only to abruptly reverse course and recapture nearly three-fourths of that sharp selloff. The generic 10-year AAA yield finished March up 40 basis points for the month, but still down 13 basis points from the beginning of the year. Credit spreads, which had been on a years-long run of tightening leading up to the crisis, widened sharply amid the turmoil, led by high yield and low investment grade securities, but also extending to certain sectors and credits viewed as particularly vulnerable to a prolonged economic shutdown. As the quarter came to a close, municipal bonds had regained some much needed stability thanks to unprecedented government intervention, but with the primary market still in limbo, price discovery remained opaque, trading depth shallow, and volatility elevated.

The municipal bond market posted impressive returns in the second quarter, completing a remarkable turnaround from the most tumultuous selloff in its history. Tax-exempt yields fell sharply across the curve, dropping back near all-time lows and narrowing a gap against Treasuries that had recently ballooned to all-time highs. The path toward normalcy passed many markers along the way. Short-term financing costs, which had spiked in March, dropped to record lows by June. Mutual funds not only stemmed the tide of massive net redemptions, but also began seeing a surge of inflows. The new issue market, which was effectively closed in March and most of April, eventually kicked into high gear, providing much needed price discovery and reflecting a growing confidence that the worst may have passed. The healing was broad based but not quite universal. Credit quality took on new importance as investors became more skeptical of certain issuers and sectors perceived as vulnerable to the pandemic fallout. And states are beginning to fear that additional federal aid may become a casualty of election-year politics, an outcome that could spell trouble in some corners of the municipal bond space.

The municipal bond market posted solid returns in the third quarter, extending a post-crisis rebound on the back of a robust technical environment. Over the first six weeks of the period, tax-exempt yields rallied to all-time lows across the entire curve. The major catalyst was a flood of money pouring into the market, driven by a combination of seasonally high reinvestment demand and attractive valuations versus taxable alternatives. Industry mutual funds took in $26 billion of net new cash, the highest quarterly inflows on record. Supply, on the other hand, was relatively modest. Headline volumes were actually well above average, but those numbers were inflated by a record jump in taxable issuance. Tax-exempt supply remained at more manageable levels. In addition, dealer inventories dropped to all-time lows, setting the stage for a supply/demand dynamic that favored sellers. Lower rated credits continued to outperform, benefiting from a better-than-expected outlook for state finances and a still heavy appetite for incremental yield. Over the second half of August and into September, investors turned more cautious amid a building forward calendar and uncertainty over federal relief aid, pushing rates up off their lows, but still down for the quarter.

Municipal bonds posted solid gains in the fourth quarter, driven by strong technical tailwinds. Coming into October, municipal bonds were out-yielding Treasuries on an absolute basis across most of the curve, a dynamic that reflected heavy issuance in the third quarter and lingering concerns over the financial shape of state and local governments. But it had already become clear that tax revenues across the country were recovering much faster than feared, meaning credit fundamentals were improving even before factoring in any federal relief. And after October, when municipalities floated a record volume of deals to get ahead of any federal election chaos, issuance fell off a cliff, leaving a market that was starving for yield chasing a fast-dwindling supply of bonds. As we approached year end, heavy seasonal reinvestment demand and accelerating fund flows only added to the imbalance, as did the urgency of knowing that the supply drought would likely extend well into February. And so municipal yields continued to grind lower.

While all this was going on, Treasury yields were moving higher, as a number of positive developments reduced the need for safe-haven assets. The November U.S. election proved decisive, removing the chance that a contested result could destabilize markets. Federal stimulus talks proceeded in starts and stops, ultimately culminating with a deal in late December. And perhaps most

importantly, multiple highly effective COVID-19 vaccines were approved for emergency use, providing confidence that the end of the crisis was finally in sight. All these factors put upward pressure on rates, though any runaway selloff in Treasuries was kept in check by a still-vigilant U.S. Federal Reserve (the “Fed”) and a worrisome surge in coronavirus cases, which led to another series of widespread lockdowns. With municipal bonds and Treasuries heading in opposite directions, relative value ratios plunged, and by the end of the year had moved back to pre-virus levels. In fact, the 10-year municipal bond/Treasury ratio began the quarter at 127% and ended it at 78%.

The Fund outperformed the Bloomberg Barclays U.S. Municipal Bond BAA Index for the year. The primary drivers of outperformance for the year included the Fund’s longer duration positioning, positive security selection, as well as a higher quality bias relative to the Bloomberg Barclays U.S. Municipal Bond BAA Index. The Fund has over 50% of its holdings in credits rated A or higher versus the BBB rated bonds in the Index.

As we enter 2021, it is important to revisit the lessons of last year. As we saw in March and April, the municipal bond market tends to be one-directional. With no effective way to short municipal bonds, price discovery is at the mercy of long-only investors, and when demand dries up, air pockets of volatility can emerge. But underneath the trading dynamics, which were ultimately cured by aggressive Fed liquidity, municipal credits once again demonstrated their resilience in the face of adversity and their importance as a hedge against riskier asset types. State tax receipts, expected to collapse amid the shutdown, held up remarkably well, buoyed by federal stimulus and the rebound in financial markets. Revenue sectors like toll roads, health care, and higher education rebounded quickly after early setbacks. Water systems and electric utilities were barely affected, showing how airtight essential service industries can be. Even areas most plagued by the crisis, like airports, showed only modest pressure, as large cash cushions and flexible airline agreement contracts provide a crucial bridge to recovery. So, while yields are once again back near absolute lows, municipal bonds remain a stable, sleep-at-night component of a successful asset allocation strategy.

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

 

 

 

29


 

 
AMG GW&K Municipal Enhanced Yield Fund
Portfolio Manager’s Comments (continued)

 

   
   

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG GW&K Municipal Enhanced Yield 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 Municipal Enhanced Yield Fund’s Class N shares on December 31, 2010, to a $10,000 investment made in the Bloomberg Barclays U.S. Municipal Bond BAA 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.

 

The table below shows the average annual total returns for the AMG GW&K Municipal Enhanced Yield Fund and the Bloomberg Barclays U.S. Municipal Bond BAA Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1   One
Year
    Five
Years
  Ten
Years
  Since
Inception
    Inception
Date
AMG GW&K Municipal Enhanced Yield Fund2, 3, 4, 5, 6, 7, 8, 9, 10
Class N   5.95 %   5.08%   6.28%   6.67 %   07/27/09  
Class I   6.31 %   5.50%   6.73%   5.11 %   12/30/05  
Class Z   6.37 %       6.66 %   02/24/17  

Bloomberg Barclays U.S. Municipal Bond BAA Index11

  4.55 %   5.04%   5.69%   6.02 %   07/27/09
                         
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 amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

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

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

 

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 December 31, 2020. All returns are in U.S. dollars ($).
   
2

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

   
3

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

   
4

Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

   
5

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

   
6

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

   
7

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

   
8

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

   
9

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

   
10

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.

   
11

The Bloomberg Barclays U.S. Municipal Bond BAA Index is a subset of the Bloomberg Barclays U.S. Municipal Bond Index with an index rating of Baa1, Baa2, or Baa3. The Bloomberg Barclays U.S. Municipal Bond Index is a rules-based,

 


 

 

 

30


 

 

 
AMG GW&K Municipal Enhanced Yield Fund
Portfolio Manager’s Comments (continued)

 

   

 

market-value-weighted index engineered for the long-term, tax-exempt bond market. Unlike the Fund, the Bloomberg Barclays U.S. Municipal Bond BAA Index is unmanaged, is not available for investment and does not incur expenses.

 

Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”).

BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes

any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

 

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

 

 

 

31


 

 

AMG GW&K Municipal Enhanced Yield Fund

Fund Snapshots (unaudited)
December 31, 2020

 

   

  

PORTFOLIO BREAKDOWN
 
  % of
Category Net Assets
Transportation 30.8
Medical 29.4
Utilities 14.8
General Obligation 10.9
Tobacco Settlement 4.7
Education 3.7
Housing 2.7
Industrial Development 1.3
Other Assets 1.7

 

Rating % of
Market Value1
Aa/AA 14.8
A 40.7
Baa/BBB 43.8
Ba/BB 0.7
1 Includes market value of long-term fixed-income securities only.
TOP TEN HOLDINGS
 
    % of
Security Name   Net Assets
Texas Private Activity Bond Surface Transportation Corp., 5.000%, 06/30/58   3.3
West Virginia Hospital Finance Authority, Cabell Huntington Hospital Obligation, 5.000%, 01/01/43   2.9
Colorado Health Facilities Authority, Series A, 5.000%, 08/01/44   2.7
Central Plains Energy Project Project #3, Series A, 5.000%, 09/01/42   2.5
Chicago O’Hare International Airport, Senior Lien, Series A, 5.000%, 01/01/48   2.5
Central Texas Regional Mobility Authority, Series B, 5.000%, 01/01/45   2.4
New York Transportation Development Corp., Laguardia Airport Terminal B, 5.000%, 07/01/46   2.3
City of Minneapolis MN, Fairview Health Services, Series A, Revenue, 5.000%, 11/15/49   2.2
Public Authority for Colorado Energy Natural Gas Purchase Revenue, Series 2008, Revenue, 6.500%, 11/15/38   2.1
New Orleans Aviation Board, General Airport North Terminal, Series B, Revenue, 5.000%, 01/01/48   2.1
Top Ten as a Group   25.0


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

 

 

 

32


 

 

AMG GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments
December 31, 2020

 

   

 

  Principal  
  Amount Value
Municipal Bonds - 98.3%    
Arizona - 0.7%    
Arizona Industrial Development Authority    
4.000%, 02/01/50 $2,000,000 $2,341,760
California - 5.9%    
California Health Facilities Financing Authority    
4.000%, 04/01/49 1,000,000 1,146,030
California Municipal Finance Authority,    
Community Medical Centers, Series A    
5.000%, 02/01/42 2,375,000 2,778,607
California Municipal Finance Authority, Series I    
5.000%, 05/15/43 3,000,000 3,506,520
5.000%, 05/15/48 4,600,000 5,344,694
State of California    
5.000%, 03/01/36 5,000,000 6,694,550
Total California   19,470,401
Colorado - 4.8%    
Colorado Health Facilities Authority, Series A    
5.000%, 08/01/44 7,215,000 8,846,888
Public Authority for Colorado Energy Natural Gas    
Purchase Revenue, Series 2008    
6.500%, 11/15/38 4,355,000 6,927,673
Total Colorado   15,774,561
Connecticut - 4.5%    
State of Connecticut Special Tax Revenue    
4.000%, 05/01/39 1,000,000 1,180,650
5.000%, 05/01/40 1,000,000 1,302,630
State of Connecticut Special Tax Revenue,    
Transportation Infrastructure    
5.000%, 01/01/38 5,165,000 6,405,272
State of Connecticut, Series E    
5.000%, 09/15/35 2,435,000 3,091,013
5.000%, 09/15/37 2,200,000 2,777,060
Total Connecticut   14,756,625
Florida - 7.0%    
City of Tampa, Series H    
4.000%, 07/01/45 2,775,000 3,203,987
5.000%, 07/01/50 2,250,000 2,803,230
Escambia County Health Facilities Authority    
4.000%, 08/15/50 5,050,000 5,573,837
Hillsborough County Industrial Development    
Authority    
4.000%, 08/01/50 5,000,000 5,723,200
Miami Beach Health Facilities Authority Mt. Sinai    
Medical Center    
5.000%, 11/15/39 5,220,000 5,794,409
Total Florida   23,098,663
  Principal  
  Amount Value
Illinois - 9.4%    
Chicago O’Hare International Airport, Senior Lien, Series A    
5.000%, 01/01/48 $6,750,000 $8,068,748
Chicago O’Hare International Airport, Series A    
4.000%, 01/01/37 2,000,000 2,355,100
Metropolitan Pier & Exposition Authority    
5.000%, 06/15/50 5,000,000 5,791,200
Metropolitan Pier and Exposition Authority    
Revenue, McCormick Place Expansion    
Project, Series B    
5.000%, 06/15/52 6,055,000 6,229,505
State of Illinois    
5.500%, 05/01/39 4,000,000 4,843,800
5.750%, 05/01/45 3,000,000 3,646,650
Total Illinois   30,935,003
Louisiana - 3.8%    
Louisiana Public Facilities Authority    
4.000%, 05/15/49 5,000,000 5,751,450
New Orleans Aviation Board, General Airport    
North Terminal, Series B    
5.000%, 01/01/48 5,845,000 6,777,102
Total Louisiana   12,528,552
Maine - 1.2%    
Maine Health & Higher Educational Facilities    
Authority, Series A    
4.000%, 07/01/45 1,500,000 1,747,260
4.000%, 07/01/50 2,000,000 2,311,420
Total Maine   4,058,680
Massachusetts - 0.8%    
Commonwealth of Massachusetts    
5.000%, 07/01/45 2,000,000 2,625,840
Minnesota - 3.7%    
City of Minneapolis MN, Fairview Health Services, Series A    
5.000%, 11/15/49 5,910,000 7,206,654
Duluth Economic Development Authority,    
Essentia Health Obligated Group    
5.000%, 02/15/48 4,050,000 4,813,060
Total Minnesota   12,019,714
Nebraska - 2.5%    
Central Plains Energy Project    
Project #3, Series A    
5.000%, 09/01/42 5,560,000 8,151,182
New Jersey - 9.1%    
New Jersey Economic Development Authority    
5.000%, 11/01/44 3,000,000 3,597,510
New Jersey Economic Development Authority, Series DDD    
5.000%, 06/15/42 5,365,000 6,237,564


 

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

33


 

AMG GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (continued)

 

   

  Principal  
  Amount Value
New Jersey - 9.1% (continued)    
New Jersey Transportation Trust Fund Authority    
4.000%, 06/15/45 $2,000,000 $2,238,500
4.000%, 06/15/50 2,000,000 2,220,800
5.000%, 06/15/45 1,000,000 1,218,410
5.000%, 06/15/50 2,000,000 2,417,700
New Jersey Transportation Trust Fund Authority, Series BB    
5.000%, 06/15/44 2,000,000 2,370,980
Tobacco Settlement Financing Corp.    
Series A    
5.000%, 06/01/46 2,500,000 3,002,375
5.250%, 06/01/46 3,285,000 4,004,481
Tobacco Settlement Financing Corp.    
Series B    
5.000%, 06/01/46 2,050,000 2,394,461
Total New Jersey   29,702,781
New York - 17.6%    
City of New York, Series A    
5.000%, 08/01/45 4,405,000 5,536,028
City of New York, Series D    
5.000%, 03/01/43 5,235,000 6,707,710
Metropolitan Transportation Authority, Series B    
5.000%, 11/15/29 1,115,000 1,380,560
Metropolitan Transportation Authority, Series C    
4.750%, 11/15/45 3,025,000 3,553,710
5.000%, 11/15/50 2,185,000 2,608,147
5.250%, 11/15/55 3,020,000 3,686,695
Monroe County Industrial Development Corp.,    
Series A    
4.000%, 07/01/50 5,000,000 5,914,900
New York State Dormitory Authority, Series A    
5.000%, 03/15/45 4,960,000 6,129,320
New York State Thruway Authority, Series B    
4.000%, 01/01/45 5,000,000 5,850,400
New York Transportation Development Corp.    
4.000%, 12/01/39 1,700,000 2,015,299
4.000%, 12/01/40 2,000,000 2,365,880
New York Transportation Development Corp.,    
Laguardia Airport Terminal B    
5.000%, 07/01/46 6,820,000 7,464,558
Triborough Bridge & Tunnel Authority, Series A    
5.000%, 11/15/49 3,500,000 4,524,975
Total New York   57,738,182
Oklahoma - 4.3%    
Norman Regional Hospital Authority    
5.000%, 09/01/45 4,335,000 5,195,021
Oklahoma Development Finance Authority,    
Health Ou Medicine Project, Series B    
5.250%, 08/15/48 2,975,000 3,534,359
5.500%, 08/15/52 4,500,000 5,402,340
Total Oklahoma   14,131,720
  Principal  
  Amount Value
Pennsylvania - 1.3%    
Geisinger Authority, Series G    
4.000%, 04/01/50 $3,510,000 $4,089,712
Rhode Island - 1.8%    
Tobacco Settlement Financing Corp.    
Series A    
5.000%, 06/01/35 2,000,000 2,267,140
5.000%, 06/01/40 3,285,000 3,613,993
Total Rhode Island   5,881,133
South Carolina - 1.3%    
South Carolina Jobs-Economic Development Authority, Series I    
5.000%, 12/01/46 3,325,000 4,235,452
Texas - 12.4%    
Central Texas Regional Mobility Authority    
5.000%, 01/01/46 3,750,000 4,325,138
Central Texas Regional Mobility Authority,    
Series B    
5.000%, 01/01/45 6,405,000 8,044,616
Central Texas Turnpike System, Series C    
5.000%, 08/15/42 2,065,000 2,325,582
Texas Private Activity Bond Surface    
Transportation Corp.    
5.000%, 06/30/58 9,180,000 11,017,928
Texas Private Activity Bond Surface    
Transportation Corp., Senior Lien-Blueridge Transport    
5.000%, 12/31/40 3,955,000 4,423,509
5.000%, 12/31/45 3,880,000 4,302,687
Texas Private Activity Bond Surface    
Transportation Corp., Series A    
4.000%, 12/31/39 5,500,000 6,407,995
Total Texas   40,847,455
Virginia - 2.0%    
Virginia Small Business Financing Authority, Transform 66 P3 Project    
5.000%, 12/31/49 2,500,000 2,917,675
5.000%, 12/31/52 3,170,000 3,693,367
Total Virginia   6,611,042
Washington - 1.3%    
Washington Health Care Facilities Authority    
4.000%, 09/01/45 1,000,000 1,160,250
5.000%, 09/01/45 2,465,000 3,135,455
Total Washington   4,295,705
West Virginia - 2.9%    
West Virginia Hospital Finance Authority, Cabell Huntington Hospital Obligation    
5.000%, 01/01/43 8,000,000 9,601,760
Total Municipal Bonds    
(Cost $298,407,906)   322,895,923


 

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

34


 

 

 

AMG GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (continued)

 

   

 

    Value  
Total Investments - 98.3%        
(Cost $298,407,906)     $322,895,923  
Other Assets, less Liabilities - 1.7%     5,687,831  
Net Assets - 100.0%     $328,583,754  


The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of December 31, 2020:

 

    Level 1   Level 2   Level 3   Total  
Investments in Securities                  
Municipal Bonds       $ 322,895,923       $ 322,895,923  
Total Investments in Securities       $ 322,895,923       $ 322,895,923  
All municipal bonds held in the Fund are Level 2 securities. For a detailed breakout of municipal bonds by major classification, please refer to the Fund’s Schedule of Portfolio Investments.

For the fiscal year ended December 31, 2020, there were no transfers in or out of Level 3.

 

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

35


 

 

AMG GW&K Global Allocation Fund

Portfolio Manager’s Comments (unaudited)

 

   

 

THE YEAR IN REVIEW

For the year ended December 31, 2020, AMG GW&K Global Allocation Fund (the “Fund”) Class N shares returned 18.92%, compared to the 14.46% return for its blended benchmark which consists of 60% the MSCI All Country World (ACWI) Index and 40% the Bloomberg Barclays Global Aggregate Bond Index. The Fund’s prior benchmark, which consists of 60% the Russell 1000® Index and 40% the Bloomberg Barclays U.S. Aggregate Bond Index, returned 17.19% during the period.

Effective April 17, 2020, the Fund’s subadviser changed from Chicago Equity Partners, LLC to GW&K Investment Management, LLC (GW&K). Also effective April 17, 2020, the Fund changed its name from AMG Chicago Equity Partners Balanced Fund and changed its investment objective, benchmark, principal investment strategies, and principal risks.

For the year-to-date period through April 17, 2020, prior to the transition, the Fund underperformed its benchmark primarily due to its underweight to fixed income for most of the quarter combined with the underperformance of both the equity and fixed income segments during the very volatile month of March. Following the transition to GW&K, as subadvisor to the Fund, and the transition to a Global Allocation investment mandate, the Fund outperformed its benchmark through the remainder of the year, leading to outperformance for the full year.

Since the Fund’s transition in April, the asset allocation framework for the Fund favored equities over fixed income. At the end of December, the equity/fixed income asset allocation stood at 70%/30%. This had a positive impact on the Fund’s relative performance compared to the blended 60% MSCI ACWI/40% Barclays Global Aggregate Bond Index benchmark. The allocation reflects GW&K’s judgment that equities are likely to continue to outperform bonds in coming quarters, extending the trend seen in 2020.

The tilt toward equities is based on both quantitative and qualitative judgments. First, relative asset class valuations continue to favor equities, with almost all developed nations’ government bonds offering negative yields in inflation-adjusted terms. Second, GW&K continues to believe that the severe global recession triggered by the coronavirus pandemic ended in May and that the most likely scenario for the global economy is continued recovery for the next several years. Third, we expect most governments to emphasize pro-growth policies

which should be favorable for both corporate earnings and risk assets. The late-December passage of a $900 billion U.S. fiscal support package and prospects for further fiscal support under the new Democratic administration illustrated the pro-growth policy tilt. Fourth-quarter news of highly effective vaccines and the commencement of mass immunization programs in most major nations also support a constructive view of growth prospects for 2021 and beyond.

A key valuation metric for global equities is the long-term earnings yield of the MSCI ACWI. That stood at 4.0% at the end of September, and is based on the inverse of the corresponding Shiller PE ratio1 of 24.8 times. By way of comparison, the long-term earnings yield of MSCI ACWI has averaged 5.1% since 2005, corresponding to an average Shiller PE ratio of 19.2 times. Those figures suggest that equities are somewhat expensive relative to their own history.

For asset allocation purposes, however, a relevant comparison of the long-term earnings yield is to the real yield of U.S. Treasuries. At the end of December, the yield on 10-Year U.S. Treasury Inflation-Protected Securities (TIPS) stood at -1.1%. The gap between the long-term earnings yield of 4.0% for global equities and -1.1% for TIPS securities suggests the potential for global equities to outperform bonds by about 5.1% per annum over the next five to ten years.

In short, we believe investors continue to have strong incentives to favor equities over fixed income, notwithstanding the potential for greater volatility in equities. Key risks would be if the broad-based economic recovery that is evident in global economic data gives way to renewed economic weakness or if government policies were to turn significantly more restrictive. Those risks will be monitored carefully, but we currently view such risks to be low enough to justify a significant tilt toward equities.

EQUITY

Following a sharp first quarter decline, global equities ended 2020 on a solid note. Vaccine approvals inspired hope that the pandemic will soon be brought under control, while a U.S. bipartisan agreement on a fifth virus relief package and a U.K.-EU Brexit trade deal provided further market support. There was a noted risk-on, pro-cyclical shift in investor sentiment as the year progressed. The U.S. Dollar Index was down 6.7% and several commodities staged a strong rally.

While the Fund’s equity sleeve underperformed in the first quarter due to a preference for value over growth, the equity component performed strongly

through the remainder of the year due to strong stock selection across a wide range of sectors and markets. Information technology (IT) was a notable contributor, thanks to ongoing strength in Taiwan Semiconductor Manufacturing Co, Ltd. ADR, which delivered exceptionally strong earnings, and digital payment company Adyen, N.V. Infineon Technologies AG, an auto and industrial power semiconductor developer, was also a top IT contributor. U.S. animal health diagnostics company IDEXX Laboratories, Inc. topped the Fund’s health care outperformance. Goosehead Insurance, Inc. Class A in the U.S. and HDFC Bank, Limited ADR in India were notable contributors in financials. Conversely, real estate detracted, as the Fund’s only position, American Tower Corp, lagged during the fourth quarter risk-on rally. Lack of exposure to materials as metal prices rallied also weighed modestly on results.

On a geographic level, the U.S. was the Fund’s top country due to exceptional stock selection, with outsized gains in the above holdings, as well as PayPal Holdings, Inc. and SiteOne Landscaping Supply, Inc. India also performed well, led by online travel platform MakeMyTrip, Ltd. Meanwhile China, a sizable overweight at 18.6% versus 5.8% for the Index, detracted from results due to higher exposure and a pullback in Alibaba, the country’s leading ecommerce company.

The expression, or some would say the curse, “may you live in interesting times” certainly applied to 2020. The COVID-19 pandemic surely wreaked havoc with economies around the world, but thanks to an aggressive monetary response, several rounds of fiscal stimulus, and heroic work on vaccine development, stock markets have generally looked through the pandemic in anticipation of a return to growth in 2021 and beyond. While the recent surge in COVID-19 cases has surely slowed progress this winter, especially in the U.S. and Europe, it has not been enough to diminish the optimism.

FIXED INCOME

The year closed at an important inflection point for fixed income markets, which saw the resolution of several major overhangs: the closely contested election was decided, an additional round of fiscal stimulus was passed, and several COVID-19 vaccines were approved. These developments substantially advanced the recovery narrative and provided additional clarity for the year ahead. Following a flat third quarter, treasuries weakened as the year

     

 

36


 

 
AMG GW&K Global Allocation Fund
Portfolio Manager’s Comments (continued)

 

   

 

closed, with the yield curve extending its post-pandemic steepening. The front end was anchored by U.S Federal Reserve (the “Fed”) policy, while recovery optimism weighed on intermediate and long rates. Corporates capped an extraordinary year by closing the period at record-low yields, buoyed by improving credit fundamentals, a constructive outlook for profitability, and steady flows into the asset class. Mortgages outperformed due to slower prepayment speeds and the Fed’s continued buying of 40% of gross supply.

Prior to the Fund’s transition in April, the fixed income sleeve underperformed the Bloomberg Barclays U.S. Aggregate Bond Index due to its overweight allocation to corporate bonds as the market moved towards the safety of U.S. Treasuries. Following the transition, the fixed income sleeve underperformed the Bloomberg Barclays Global Aggregate Index primarily due to currency effect since the dollar weakened and all of the Fund’s holdings are dollar-denominated compared to the

Index which has a substantial non-dollar allocation. Removing the currency effect, the Fund benefited from both favorable top-down sector allocation as well as strong security selection. Our significant overweight exposure to spread product contributed due to modest spread tightening and superior carry. Our security selection within corporates was a positive factor as well. We added value within the investment grade space, as well as through our out-of-benchmark allocation to high yield and preferred securities. Our selection within the mortgage space was also a modest positive. Yield curve positioning was a slight drag on performance due to our being shorter than the benchmark amid a decline in global rates.

The fixed income sleeve is positioned to benefit from the ongoing global economic recovery. With respect to yield curve positioning, this means we remain underweight the long end, which we expect to show further weakness as the reflation trade plays out. Instead, we favor intermediate maturities, which are

less sensitive to interest rates and offer attractive total returns through a combination of their carry and roll. From a sector allocation perspective, we favor credit on the recovery narrative, as well as what we expect to be compelling supply/demand technicals, as issuance declines relative to last year at the same time as negative yields elsewhere drive capital to the space. Regionally, 32% of our holdings’ revenue is derived from outside the U.S. to improve portfolio diversification and expand the universe of investment opportunities.

1 Shiller PE ratio is a price to earnings valuation measure that uses cyclically adjusted real earnings per share in the equation

This commentary reflects the viewpoints of the portfolio manager, GW&K as of December 31, 2020, is not intended as a forecast or guarantee of future results, and is subject to change without notice.

 

 

 

37


 

   
 
  AMG GW&K Global Allocation Fund
 

Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG GW&K Global Allocation 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 Global Allocation Fund’s Class N shares on December 31, 2010, to a $10,000 investment made in the 60% MSCI ACWI/40% Bloomberg Barclays Global Aggregate Bond Index and 60% Russell 1000® Index/40% Bloomberg Barclays 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.

 

 

 

The table below shows the average annual total returns for the AMG GW&K Global Allocation Fund and the 60% MSCI ACWI/40% Bloomberg Barclays Global Aggregate Bond Index and 60% Russell 1000® Index/40% Bloomberg Barclays U.S. Aggregate Bond Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1 One
Year
Five
Years
Ten
Years
Since
Inception
Inception
Date
AMG GW&K Global Allocation Fund1, 2, 3, 4, 5, 6, 7, 8        
Class N 18.92% 10.30% 9.62% 8.36% 01/02/97
Class I 19.08% 10.47% 10.02% 11/30/12
Class Z 19.28% 10.57% 9.90% 8.73% 01/02/97
60% MSCI ACWI/40% Bloomberg Barclays Global Aggregate Bond Index 9 14.46% 9.56% 6.86% 01/02/97
60% Russell 1000® Index/40% Bloomberg Barclays U.S. Aggregate Bond Index10 17.19% 11.56% 10.30% 8.22% 01/02/97

 

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 amgfunds.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 December 31, 2020. All returns are in U.S. dollars ($).

 

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

 

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

 

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

 

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

 

6 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.

 

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

 

8 The Fund’s investments may not be allocated in the best performing asset classes.

 

9 On April 17, 2020 the benchmark changed from 60% Russell 1000® Index & 40% Bloomberg Barclays U.S. Aggregate Bond Index. The benchmark is composed of 60% MSCI ACWI and 40% Bloomberg Barclays Global Aggregate Bond Index. The MSCI All Country World Index (ACWI) is a free-float adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. Please go to msci.com for most current list of countries represented by the Index. The Bloomberg Barclays Global Aggregate Bond Index provides a broad-based measure of the global investment-grade fixed income markets. The three major components of this index are the U.S. Aggregate, the Pan-European Aggregate, and the Asian-Pacific Aggregate Indices. The Index also


 

 

 

38


 

 

   
 
  AMG GW&K Global Allocation Fund
 

Portfolio Manager’s Comments (continued)

 

 

 

includes Eurodollar and Euro-Yen corporate bonds, Canadian government, agency and corporate securities, and USD investment grade 144A securities. Unlike the Fund, the indices are unmanaged, is not available for investment and does not incur expenses.

 

10   The Russell 1000® Index measures the performance of approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000® represents approximately 92% of the U.S. market. The Bloomberg Barclays U.S. Aggregate Bond Index represents securities that are Securities and Exchange Commission-registered, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities.

   

Unlike the Fund, the indices are unmanaged, is not available for investment and does not incur expenses.

 

Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent

 

   

allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

 

All MSCI data is provided “as is”. The products described here in 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.

 

 
               
               

 

 

39


 

 

   
  AMG GW&K Global Allocation Fund
 

Fund Snapshots (unaudited)

 

December 31, 2020

 

 

 

PORTFOLIO BREAKDOWN

 

Sector % of
Net Assets
Information Technology 19.5
Industrials 19.0
Consumer Discretionary 17.8
Financials 12.1
U.S. Government and Agency Obligations 8.2
Health Care 7.5
Communication Services 3.6
Utilities 2.4
Foreign Government Obligations 2.2
Real Estate 1.7
Consumer Staples 1.5
Municipal Bonds 1.4
Supranational Banks 0.5
Short-Term Investments 1.7
Other Assets Less Liabilities 0.9

 

Rating % of Market Value1
U.S. Government and Agency Obligations 30.7
Aaa/AAA 2.5
Aa/AA 10.6
A 7.9
Baa/BBB 29.1
Ba/BB 17.7
B 1.5

 

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

TOP TEN HOLDINGS

 

Security Name   % of
Net Assets
Taiwan Semiconductor Manufacturing Co., Ltd. ADR (Taiwan)   2.8
Infineon Technologies AG (Germany)   2.6
HDFC Bank, Ltd., ADR (India)   2.6
Moncler SpA (Italy)   2.6
Adyen, N.V. (Netherlands)   2.6
MakeMyTrip, Ltd. (India)   2.4
PayPal Holdings, Inc.   2.2
Mastercard, Inc., Class A   2.1
LVMH Moet Hennessy Louis Vuitton SE (France)   2.1
Sands China, Ltd. (Macau)   2.1
Top Ten as a Group   24.1

 

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

 

 

 

40


 

   
  AMG GW&K Global Allocation Fund
  Schedule of Portfolio Investments
  December 31, 2020

 

 

 

  Shares   Value  
Common Sto+cks - 70.7%        
Communication Services - 3.6%        
Alphabet, Inc., Class A* 1,570   $2,751,645  
Tencent Holdings, Ltd. (China) 38,500   2,770,221  
Total Communication Services     5,521,866  
Consumer Discretionary - 17.8%        
Alibaba Group Holding, Ltd. (China)* 81,500   2,370,389  
Amazon.com, Inc.* 861   2,804,217  
Huazhu Group, Ltd., ADR (China)1 58,580   2,637,857  
LVMH Moet Hennessy Louis Vuitton SE (France) 5,151   3,224,533  
MakeMyTrip, Ltd. (India)*,1 126,581   3,737,937  
Moncler SpA (Italy)* 64,350   3,956,278  
Sands China, Ltd. (Macau) 716,400   3,128,805  
TAL Education Group, ADR (China)* 37,660   2,693,067  
Yum China Holdings, Inc. (China) 46,400   2,660,201  
Total Consumer Discretionary     27,213,284  
Consumer Staples - 1.5%        
Kusuri no Aoki Holdings Co., Ltd. (Japan)1 26,400   2,296,012  
Financials - 8.1%        
AIA Group, Ltd. (Hong Kong) 255,800   3,117,210  
CME Group, Inc. 11,680   2,126,344  
Goosehead Insurance, Inc., Class A1 24,895   3,105,900  
HDFC Bank, Ltd., ADR (India)* 54,940   3,969,965  
Total Financials     12,319,419  
Health Care - 7.5%        
IDEXX Laboratories, Inc.* 6,010   3,004,219  
STERIS PLC 14,550   2,757,807  
UnitedHealth Group, Inc. 8,790   3,082,477  
Zoetis, Inc. 16,180   2,677,790  
Total Health Care     11,522,293  
Industrials - 9.2%        
Casella Waste Systems, Inc., Class A* 44,910   2,782,174  
HEICO Corp., Class A* 25,860   3,027,172  
MISUMI Group, Inc. (Japan) 85,900   2,819,868  
Roper Technologies, Inc. 6,180   2,664,136  
Verisk Analytics, Inc. 13,720   2,848,135  
Total Industrials     14,141,485  
Information Technology - 19.5%        
Adyen, N.V. (Netherlands)*,2 1,695   3,938,403  
ANSYS, Inc.* 7,900   2,874,020  
Black Knight, Inc.* 29,500   2,606,325  
Halma PLC (United Kingdom) 80,150   2,684,245  
Infineon Technologies AG (Germany) 104,590   3,994,148  
  Shares   Value  
Mastercard, Inc., Class A 9,110   $3,251,724  
PayPal Holdings, Inc.* 14,660   3,433,372  
ServiceNow, Inc.* 5,217   2,871,593  
Taiwan Semiconductor Manufacturing Co., Ltd.        
ADR (Taiwan) 38,730   4,223,119  
Total Information Technology     29,876,949  
Real Estate - 1.7%        
American Tower Corp., REIT 11,470   2,574,556  
Utilities - 1.8%        
NextEra Energy, Inc. 35,780   2,760,427  
Total Common Stocks        
(Cost $73,036,367)     108,226,291  
         
  Principal
Amount
     
Corporate Bonds and Notes - 14.9%        
Financials - 4.0%        
Aircastle, Ltd. (Bermuda)        
5.250%, 08/11/25 $196,000   216,083  
Ally Financial, Inc.        
8.000%, 11/01/31 138,000   202,970  
Bank of America Corp.        
Series MM, (4.300% to 01/28/25 then 3 month LIBOR + 2.664%), 4.300%, 01/28/253,4,5 165,000   170,331  
Boston Properties, LP        
3.400%, 06/21/29 225,000   251,522  
CIT Group, Inc.        
6.125%, 03/09/28 183,000   223,454  
Citigroup, Inc.        
Series V, (4.700% to 01/30/25 then SOFRRATE + 3.234%), 4.700%, 01/30/253,4,5 290,000   298,545  
Fifth Third Bancorp        
Series H, (5.100% to 06/30/23 then 3 month LIBOR + 3.033%), 5.100%, 06/30/233,4,5 323,000   328,540  
The Goldman Sachs Group, Inc.        
Series S, (4.400% to 02/10/25 then U.S. Treasury Yield Curve CMT 5 year + 2.850%), 4.400%, 02/10/251,3,4,5 596,000   610,900  
Host Hotels & Resorts LP        
Series I, 3.500%, 09/15/30 198,000   209,022  
Iron Mountain, Inc.        
4.500%, 02/15/312 206,000   216,043  
JPMorgan Chase & Co.        
Series HH, (4.600% to 02/01/25 then SOFRRATE + 3.125%), 4.600%, 02/01/253,4,5 326,000   337,003  
M&T Bank Corp.        
Series G, (5.000% to 08/01/24 then U.S. Treasury Yield Curve CMT 5 year + 3.174%), 5.000%, 08/01/243,4,5 536,000   566,820  
Morgan Stanley, GMTN        
4.431%, 01/23/30 211,000   256,840  


 

 

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

 

41


 

 

   
   
  AMG GW&K Global Allocation Fund
 

Schedule of Portfolio Investments (continued)

 

 

 

  Principal
Amount
  Value  
Financials - 4.0% (continued)        
Northern Trust Corp.        
Series D, (4.600% to 10/01/26 then 3 month LIBOR + 3.202%), 4.600%, 10/01/263,4,5 $270,000   $288,900  
The PNC Financial Services Group, Inc.        
Series R, (4.850% to 06/01/23 then 3 month LIBOR + 3.040%), 4.850%, 06/01/233,4,5 311,000   324,791  
Sprint Capital Corp.        
6.875%, 11/15/28 158,000   208,616  
State Street Corp.        
Series H, (5.625% to 12/15/23 then 3 month LIBOR + 2.539%), 5.625%, 12/15/231,3,4,5 304,000   321,419  
Truist Financial Corp.        
Series N, (4.800% to 09/01/24 then U.S. Treasury Yield Curve CMT 5 year + 3.003%), 4.800%, 09/01/243,4,5 559,000   590,926  
US Bancorp        
Series J, (5.300% to 04/15/27 then 3 month LIBOR + 2.914%), 5.300%, 04/15/273,4,5 281,000   316,757  
Visa, Inc.        
4.150%, 12/14/35 198,000   257,946  
Total Financials     6,197,428  
Industrials - 9.8%        
AECOM        
5.125%, 03/15/27 178,000   198,717  
Anheuser-Busch InBev Worldwide, Inc.        
4.375%, 04/15/38 215,000   266,544  
Antofagasta PLC (United Kingdom)        
2.375%, 10/14/301,2 200,000   201,000  
Aramark Services, Inc.        
4.750%, 06/01/26 197,000   203,097  
ArcelorMittal, S.A. (Luxembourg)        
4.550%, 03/11/26 183,000   205,705  
AT&T, Inc.        
4.250%, 03/01/27 221,000   258,648  
Ball Corp.        
4.875%, 03/15/26 178,000   201,348  
Berry Global, Inc.        
1.500%, 01/15/272,6 166,000   207,306  
5.625%, 07/15/272 185,000   199,280  
BorgWarner, Inc.        
2.650%, 07/01/271 251,000   270,134  
CDW LLC/CDW Finance Corp.        
4.250%, 04/01/28 195,000   206,202  
Centene Corp.        
3.375%, 02/15/30 194,000   204,409  
CenturyLink, Inc.        
5.625%, 04/01/25 189,000   204,238  
Cheniere Corpus Christi Holdings LLC        
5.875%, 03/31/25 222,000   258,579  
  Principal
Amount
  Value  
Cisco Systems, Inc.        
5.500%, 01/15/40 $177,000   $265,267  
CommonSpirit Health        
3.347%, 10/01/29 180,000   198,011  
Crown Americas LLC / Crown        
Americas Capital Corp. V        
4.250%, 09/30/26 183,000   202,037  
CSC Holdings LLC        
5.250%, 06/01/24 191,000   207,097  
CVS Health Corp.        
5.125%, 07/20/45 203,000   273,730  
Dell, Inc.        
7.100%, 04/15/281 171,000   225,291  
Delta Air Lines, Inc.        
3.800%, 04/19/23 216,000   221,902  
Diamondback Energy, Inc.        
3.500%, 12/01/29 390,000   417,268  
Elanco Animal Health, Inc.        
5.900%, 08/28/287 177,000   209,413  
Energy Transfer Operating LP        
5.250%, 04/15/29 237,000   276,896  
Ford Motor Co.        
8.500%, 04/21/23 172,000   193,862  
Freeport-McMoRan, Inc.        
4.550%, 11/14/24 194,000   212,309  
General Electric Co.        
Series D, (5.000% to 01/21/21 then 3 month LIBOR + 3.330%), 5.000%, 03/15/213,4,5 435,000   405,202  
General Motors Co.        
6.125%, 10/01/25 226,000   274,359  
The George Washington University        
Series 2018, 4.126%, 09/15/48 149,000   189,190  
Griffon Corp.        
5.750%, 03/01/28 190,000   201,162  
HB Fuller Co.        
4.250%, 10/15/28 198,000   203,321  
HCA, Inc.        
3.500%, 09/01/30 201,000   213,746  
Howmet Aerospace, Inc.        
5.125%, 10/01/24 246,000   271,112  
Kaiser Foundation Hospitals        
3.150%, 05/01/27 72,000   81,427  
Kraft Heinz Foods Co.        
4.625%, 01/30/29 175,000   200,375  
Lamar Media Corp.        
3.750%, 02/15/28 224,000   230,625  
Las Vegas Sands Corp.        
3.200%, 08/08/24 196,000   207,736  
Lennar Corp.        
4.750%, 05/30/25 180,000   205,987  


 

 

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

 

42


 

 

   
   
  AMG GW&K Global Allocation Fund
 

Schedule of Portfolio Investments (continued)

 

 

 

  Principal
Amount
  Value  
Industrials - 9.8% (continued)        
Meritor, Inc.        
6.250%, 06/01/252 $190,000   $205,675  
MGM Resorts International        
5.750%, 06/15/25 180,000   199,354  
Microsoft Corp.        
2.525%, 06/01/50 240,000   253,615  
Murphy Oil USA, Inc.        
5.625%, 05/01/27 186,000   197,357  
Nestle Holdings, Inc.        
1.000%, 09/15/272 275,000   275,864  
Netflix, Inc.        
3.000%, 06/15/252,6 155,000   203,217  
4.375%, 11/15/26 189,000   209,908  
Newell Brands, Inc.        
4.700%, 04/01/267 185,000   204,042  
Northrop Grumman Corp.        
3.200%, 02/01/27 227,000   255,771  
Nuance Communications, Inc.        
5.625%, 12/15/26 189,000   200,339  
Penske Automotive Group, Inc.        
3.500%, 09/01/25 191,000   194,342  
Pernod Ricard International Finance LLC        
1.250%, 04/01/282 400,000   396,831  
PulteGroup, Inc.        
5.500%, 03/01/26 185,000   220,481  
Quebecor Media, Inc. (Canada)        
5.750%, 01/15/23 177,000   191,602  
Service Corp. International        
4.625%, 12/15/27 193,000   205,907  
Silgan Holdings, Inc.        
4.125%, 02/01/28 201,000   209,291  
Smith & Nephew PLC (United Kingdom)        
2.032%, 10/14/30 400,000   407,839  
Southwest Airlines Co.        
5.250%, 05/04/25 233,000   270,060  
Toll Brothers Finance Corp.        
4.375%, 04/15/23 191,000   203,176  
TreeHouse Foods, Inc.        
4.000%, 09/01/28 203,000   210,359  
United Rentals North America Inc.        
3.875%, 02/15/31 205,000   215,440  
Valvoline, Inc.        
4.375%, 08/15/25 203,000   209,754  
VeriSign, Inc.        
5.250%, 04/01/25 183,000   208,277  
Verizon Communications, Inc.        
3.875%, 02/08/29 218,000   256,961  
Walmart, Inc.        
4.050%, 06/29/48 196,000   266,461  
  Principal
Amount
  Value  
Wyndham Destinations, Inc.        
5.650%, 04/01/247 $195,000   $211,311  
Wynn Macau, Ltd. (Cayman Islands)        
5.500%, 01/15/262 200,000   208,250  
Total Industrials     14,964,016  
Supranational Banks - 0.5%        
Inter-American Development Bank        
0.625%, 07/15/25 773,000   779,637  
Utilities - 0.6%        
Dominion Energy, Inc.        
Series B, (4.650% to 12/15/24 then U.S. Treasury Yield Curve CMT 5 year + 2.993%), 4.650%, 12/15/243,4,5 587,000   620,481  
Northern States Power Co.        
2.900%, 03/01/50 239,000   270,574  
Total Utilities     891,055  
Total Corporate Bonds and Notes        
(Cost $21,532,522)     22,832,136  
Municipal Bonds - 1.4%        
California State General Obligation, School Improvements        
7.550%, 04/01/39 235,000   413,114  
JobsOhio Beverage System        
Series B, 4.532%, 01/01/35 315,000   404,104  
Los Angeles Unified School District, School Improvements        
5.750%, 07/01/34 300,000   423,630  
Metropolitan Transportation Authority        
6.687%, 11/15/40 320,000   419,318  
New Jersey Transportation Trust Fund Authority        
5.754%, 12/15/28 335,000   398,613  
Total Municipal Bonds        
(Cost $1,947,295)     2,058,779  
U.S. Government and Agency Obligations - 8.2%        
Fannie Mae - 4.5%        
FNMA        
2.500%, 01/01/35 to 02/01/35 805,473   850,402  
3.500%, 02/01/35 to 01/01/48 821,832   879,624  
4.000%, 12/01/21 to 09/01/49 1,641,657   1,801,172  
4.500%, 05/01/47 to 09/01/49 2,081,074   2,305,617  
5.000%, 09/01/33 to 10/01/49 853,436   985,389  
5.500%, 02/01/37 8,455   9,930  
Total Fannie Mae     6,832,134  
Freddie Mac - 1.7%        
FHLMC Gold Pool        
3.500%, 05/01/44 to 01/01/46 1,291,259   1,408,178  
4.000%, 02/01/44 198,440   219,506  
5.000%, 07/01/38 78,321   91,132  


 

 

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

 

43


 

 

   
   
  AMG GW&K Global Allocation Fund
 

Schedule of Portfolio Investments (continued)

 

 

 

  Principal
Amount
  Value  
Freddie Mac - 1.7% (continued)        
FHLMC Multifamily Structured Pass Through Certificates        
Series K073, 3.350%, 01/01/28 $821,000   $953,431  
Total Freddie Mac     2,672,247  
U.S. Treasury Obligations - 2.0%        
U.S. Treasury Bonds        
3.500%, 02/15/39 785,000   1,066,220  
4.500%, 02/15/36 729,000   1,070,121  
U.S. Treasury Notes        
1.500%, 02/15/30 835,000   883,502  
Total U.S. Treasury Obligations     3,019,843  
Total U.S. Government and Agency Obligations        
(Cost $12,500,509)     12,524,224  
Foreign Government Obligations - 2.2%        
Abu Dhabi Government International Bond (United Arab Emirates)        
2.500%, 04/16/252 350,000   374,532  
China Government International Bond (China)        
1.200%, 10/21/301,2 800,000   800,225  
Finland Government International Bond (Finland)        
0.875%, 05/20/302 400,000   394,109  
Japan Finance Organization for Municipalities (Japan)        
1.000%, 05/21/25 732,000   742,525  
Kingdom of Belgium Government International Bond (Belgium)        
1.000%, 05/28/302 200,000   198,411  
The Korea Development Bank (South Korea)        
0.500%, 10/27/23 269,000   270,009  
Philippine Government International Bond (Philippines)        
1.648%, 06/10/31 200,000   203,000  
  Principal
Amount
  Value  
Province of Ontario Canada (Canada)        
1.050%, 05/21/27 $205,000   $207,622  
Province of Quebec Canada (Canada)        
1.350%, 05/28/301 205,000   207,988  
Total Foreign Government Obligations        
(Cost $3,371,374)     3,398,421  
Short-Term Investments - 1.7%        
Joint Repurchase Agreements - 1.7%8        
Citigroup Global Markets, Inc., dated 12/31/20, due 01/04/21, 0.070% total to be received $1,000,008 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 4.000%, 09/15/21 - 01/01/51, totaling $1,020,000) 1,000,000   1,000,000  
Daiwa Capital Markets America, dated 12/31/20, due 01/04/21, 0.070% total to be received $576,549 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.500%, 01/26/21 - 01/01/51, totaling $588,076) 576,545   576,545  
RBC Dominion Securities, Inc., dated 12/31/20, due 01/04/21, 0.080% total to be received $1,000,009 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.000%, 01/05/21 - 12/20/50, totaling $1,020,000) 1,000,000   1,000,000  
Total Joint Repurchase Agreements     2,576,545  
Total Short-Term Investments        
(Cost $2,576,545)     2,576,545  
Total Investments - 99.1%        
(Cost $114,964,612)     151,616,396  
Other Assets, less Liabilities - 0.9%     1,399,839  
Net Assets - 100.0%     $153,016,235  

 

* Non-income producing security.
1 Some of these securities, amounting to $8,270,264 or 5.4% 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 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 December 31, 2020, the value of these securities amounted to $7,819,146 or 5.1% of net assets.
3 Fixed to variable rate investment. The rate shown reflects the fixed rate in effect at December 31, 2020. Rate will reset at a future date.
4 Perpetuity Bond. The date shown represents the next call date.
5 Variable rate security. The rate shown is based on the latest available information as of December 31, 2020. 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.
6 Principal amount stated in EURO dollars.
7 Step Bond: A debt instrument with either deferred interest payments or an interest rate that resets at specific times during its term.
8 Cash collateral received for securities lending activity was invested in these joint repurchase agreements.
ADR American Depositary Receipt
CMT Constant Maturity Treasury
FHLMC Freddie Mac
FNMA Fannie Mae
GMTN Global Medium-Term Notes
LIBOR London Interbank Offered Rate
REIT Real Estate Investment Trust
SOFRRATE Secured Overnight Financing Rate


 

 

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

 

44


 

 

 
AMG GW&K Global Allocation 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 December 31, 2020:

 

      Level 1     Level 21     Level 3     Total  
Investments in Securities                          
Common Stocks                          
Information Technology     $19,260,153     $10,616,796         $29,876,949  
Consumer Discretionary     11,873,078     15,340,206         27,213,284  
Industrials     11,321,617     2,819,868         14,141,485  
Financials     9,202,209     3,117,210         12,319,419  
Health Care     11,522,293             11,522,293  
Communication Services     2,751,645     2,770,221         5,521,866  
Utilities     2,760,427             2,760,427  
Real Estate     2,574,556             2,574,556  
Consumer Staples         2,296,012         2,296,012  
Corporate Bonds and Notes         22,832,136         22,832,136  
Municipal Bonds         2,058,779         2,058,779  
U.S. Government and Agency Obligations         12,524,224         12,524,224  
Foreign Government Obligations         3,398,421         3,398,421  
Short-Term Investments                          
Joint Repurchase Agreements         2,576,545         2,576,545  
Total Investments in Securities     $71,265,978     $80,350,418         $151,616,396  

 

All corporate bonds and notes, municipal bonds, and 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, and U.S. government and agency obligations by major industry or agency classification, please refer to the Fund’s Schedule of Portfolio Investments.
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 December 31, 2020, there were no transfers in or out of Level 3.

 

The country allocation in the Schedule of Portfolio Investments at December 31, 2020, was as follows:

 

Country % of Long-Term
Investments
Belgium 0.1  
Bermuda 0.1  
Canada 0.4  
Cayman Islands 0.1  
China 9.4  
Finland 0.3  
France 2.2  
Germany 2.7  
Hong Kong 2.1  
India 5.2  
Italy 2.7  
Japan 3.9  
Country % of Long-Term
Investments
Luxembourg 0.1  
Macau 2.1  
Netherlands 2.6  
Philippines 0.1  
South Korea 0.2  
Taiwan 2.8  
United Arab Emirates 0.3  
United Kingdom 2.2  
United States 60.4  
  100.0  


 

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

 

45


 

 
AMG GW&K Small Cap Core Fund
  Portfolio Manager’s Comments (unaudited)

 

 

 

THE YEAR IN REVIEW 

 

For the year ended December 31, 2020, AMG GW&K Small Cap Core Fund’s (the “Fund”) Class N shares returned 17.73%, compared to the Russell 2000® Index, which returned 19.96%.

 

We are all familiar with the proverb “a watched pot never boils.” But what happens if we take that pot, cover it, and turn the heat up to high? As heat and pressure build inside the pot, the lid might start to rattle and shift. Eventually, steam and other contents start to force their way out around the edges of the lid as it clatters more erratically. Finally, depending on the contents inside the pot, we might end up with quite a mess if the heat is not turned down or the lid is not removed to let the pressure escape. As U.S. small cap investors, it feels a bit as if we are living through this kitchen experiment right now. The U.S. Federal Reserve (the “Fed”) and other global central banks are attempting to keep economies moving and markets lubricated during a terrible global pandemic. Rock bottom interest rates, expanding central bank balance sheets, and other conditions have supplied the heat to keep markets functioning and the economy from stalling.

 

Through the end of 2020, these policy actions, along with fiscal stimulus throughout 2020, seemed to have imperfectly accomplished these objectives. Enough heat had been applied to the pot. With the addition of very positive vaccine news and the push to add further fiscal stimulus into 2021, suddenly more heat was added to the experiment and the lid on the pot began to rattle. The Russell 2000® Index produced a sharp fourth quarter burst of 31.4%, its best quarter ever, and finished the year up 19.96%. While the magnitude of the move is impressive, the type of stocks that have outperformed is more interesting. The additional heat applied in the fourth quarter created ideal conditions for speculation.

 

There is much in the way of evidence for this speculative environment. In periods when investors crave risk, the Wall Street machine always rises to the occasion. Innovation in both technology and finance will race to help fulfill this desire for greater risk. Three areas that combined to help fan this speculative flame included: 1) low barrier trading platforms, 2) special purpose acquisition corporations (“SPACs”), and 3) narrowly targeted thematic investments. There is obviously nothing inherently wrong with any of these three investment products, but each has the capacity to enable and embolden irrational exuberance under the right conditions. The Robinhood trading platform, while allowing easy and free trading for investing

newcomers, is alleged to encourage continuous and repeated engagement in trading and approve customers for option activity far in excess of their qualifications and resources. SPACs have perhaps in the past been unfairly stigmatized as a pathway to public markets given the lower scrutiny levels they receive and the characters often attracted to less due diligence. This year the market for SPACs set records, and several have been moonshots, some of which ended up back on earth. Nikola is a noteworthy example, perhaps propelled in part by the greater democratization of trading with platforms like Robinhood. The example of Nikola leads to the final category of speculation: narrowly focused thematic investing. There is nothing as exciting as chasing a glowing theme, be it electrification, alternative energy, genomics, bitcoin, or more broadly, “innovation.” These themes all have tremendous merit and long-term opportunity for companies and investors. However, they will take time to commercialize with many flops and misses along the way. Just as in the internet dawn of the late 1990s, successful investment companies have come along to help investors participate with narrowly targeted vehicles. Many have produced amazing returns in 2020. The money arriving late to the party will likely meaningfully underperform the market as these trends are sorted out in the real world. We see evidence in these three areas of the lid on our pot bouncing from heat and pressure.

 

For the year, style performance was very much tilted toward Growth. The Russell 2000® Growth finished up 34.3% compared to only 4.6% return in the Russell 2000® Value Index. Value oriented sectors showed very little of the excitement driving the overall market. Energy finished down -37.0%, real estate -5.4%, utilities -4.9%, and financials -3.7%. Meanwhile, secular growth areas like health care (+46.1%) and information technology (+38.4%) led small caps during the year. Health care technology (+123.2%), life sciences tools/services (+114.7%), biotechnology (+51.9%), and software (+57.3%) were some of the strongest industries that drove this return. However, this trend softened somewhat in the last several months of the year. Consumer discretionary (+32.7%) was another winner on the year, recovering dramatically from a disastrous first quarter when it declined -44.3%. 2020 was a year where growth was the new safety trade and also performed quite well in the recovery.

 

Looking at factor analysis for the year, non-earners were up 44.6% and accounted for 81.4% of the performance of the Russell 2000® Index, while accounting for only 28.4% of all benchmark stocks.

 

Of the remaining stocks with earnings, those that reside in the bottom 60% of valuation levels actually produced a negative average contribution to return for the year. Negative equity stocks finished up 32.8% and the lowest return of equity (“ROE”) quintile was up 48.6% on the year. Combined, these groups were nearly 79% of the benchmark performance. High beta (+36.7%) outperformed while low earnings variation (+0.2%) lagged meaningfully. Finally, Index stocks without a five-year earnings track record returned 46.7%. To sum up, investors were mostly interested in companies without earnings in this speculative year. Small cap stocks with earnings and modest valuations, as well as those in the middle of the ROE barbell, did not participate in the rally.

 

Examining relative performance requires looking at cash allocation, factor and sector analysis to get the full picture of how the Fund returned 17.73% but still underperformed the benchmark. Our cash exposure averaged just 2.1% during the year, but this still amounted to a meaningful performance drag. Switching to factor allocation, the Fund was decidedly out of balance with the investor preferences described above during the year. Our exposure to stocks with characteristics such as higher than average cap, lower beta, positive earnings, higher than average returns, and less volatile earnings histories relative to the Index cost us approximately 310 basis points of performance when averaged together. Taking our factor allocation out, stock selection was broadly very positive.

 

Shifting to sector attribution, we saw positive contribution from financials, information technology, and real estate during the year. Financials helped performance due to strong stock selection in the banking industry (Glacier Bancorp, Pacific Premier Bancorp, Seacoast Banking Corporation of Florida), a lack of exposure to mortgage real estate investment trusts (REITs), and good performance from capital markets names (Houlihan Lokey, Stifel Financial, Cohen & Steers). Information technology contributed to performance by besting the Index in software due to both allocation and selection (HubSpot, Paylocity, Rapid7, Cerence) as well as in semiconductors (Macom Technology Solutions, Entegris). In real estate, the Fund benefited from an underweight position and strong performance from QTS Realty Trust, Inc. (QTS).

 

On the flip side, we lost ground in industrials, health care, consumer staples, and energy. The industrials sector presents a good representation of our trouble spots, with problems in selection stemming from both owned stocks and lack of exposure to hot segments. The electrical equipment industry within

 

 

 

 

46


 

 
AMG GW&K Small Cap Core Fund
Portfolio Manager’s Comments (continued)

 

 

 

the sector was up 173.9% on the year, generating 123 basis points of return for the benchmark based on alternative energy plays that exhibited stupendous performance. We owned nothing in the industry. Meanwhile, we also sold AAR Corp (AIR) after a pandemic induced collapse in the airline industry they serve, which hurt relative performance. While the funds were reinvested elsewhere, the mark on the sector cannot be reversed. ICF International (ICFI) and Heartland Express (HTLD) also underperformed. We underperformed in health care, mostly as a result to our underexposure to biotechnology. In consumer staples, our largest position Performance Food Group (PFGC) was hurt by the pandemic shutdown of food away from home venues and dropped 7.5%. In addition, we did not have exposure to the beverage industry, which jumped 90.0%. Finally, the energy sector also hurt relative performance, primarily due to the ill-timed sale of Matador Resources (MTDR) near the bottom of the energy sector’s rollercoaster performance. Looking forward into 2021 and beyond, we see both strong fundamentals as well as risks to watch. Similar to the covered pot on the stove, it remains to be seen how the experiment will end. We believe the strong end to the year represents the excellent forward prospects investors see for the economy as we emerge from the pandemic in 2021. Consumer net worth is hitting records, inventories are too low, and spending in many parts of the economy (outside of masks and heat lamps) is poised to accelerate. The fundamental strength is naturally augmented by forthcoming fiscal stimulus. The strong fundamentals and wall of liquidity have also encouraged some investors to increase speculative behavior in several areas of the market where long-term opportunity is high but near-term earnings support is non-existent. Will the Fed lift the cover off the pot or lower the heat as the economy accelerates to limit the negative impact of speculative bubbles forming? We acknowledge there are holes we are digging as a country that impact our longer-term growth

prospects, as debt climbs and political will appears to be faltering. Finally, markets appear to be assuming best outcomes for vaccine uptake and performance. However, we are very grateful that markets are looking forward to better times. Capital markets would be on the floor convulsing if they were looking backward at 2020. Thankfully, we leave the past year behind. Given the good forward economic and earnings prospects we see, low inflation and interest rates, and current valuations, we believe the U.S. small cap asset class has attractive capital appreciation potential over our 3–5 year time horizon.

 

This commentary reflects the viewpoints of the portfolio manager, GW&K Investment Management, LLC, and is not intended as a forecast or guarantee of future results.

 

 

47


 

 

 
AMG GW&K Small Cap Core Fund
Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG GW&K Small Cap Core 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 Cap Core Fund’s Class N shares on December 31, 2010, to a $10,000 investment made in the Russell 2000® 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.

 

 

The table below shows the average annual total returns for the AMG GW&K Small Cap Core Fund and the Russell 2000® Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1 One
Year
Five
Years
Ten
Years
Since
Inception
Inception
Date
AMG GW&K Small Cap Core Fund2, 3, 4, 5, 6          
Class N 17.73% 13.31% 11.75% 8.74% 12/10/96
Class I 18.16% 13.72% 12.20% 14.45% 07/27/09
Class Z 18.21% 11.80% 02/24/17
Russell 2000® Index7 19.96% 13.26% 11.20% 8.75% 12/10/96

 

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 amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

 

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

 

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

 

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 December 31, 2020. All returns are in U.S. dollars ($).

 

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

 

3 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.

 

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

 

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

 

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

 

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

 

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

 

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

















 


 

48


 

  AMG GW&K Small Cap Core Fund
Fund Snapshots (unaudited)
December 31, 2020

 

 

 

PORTFOLIO BREAKDOWN

 

  % of
Sector Net Assets
Health Care 22.0
Information Technology 15.6
Consumer Discretionary 15.5
Financials 14.3
Industrials 14.1
Real Estate 5.4
Materials 5.3
Consumer Staples 3.2
Utilities 2.3
Energy 0.8
Short-Term Investments 0.1
Other Assets Less Liabilities 1.4

TOP TEN HOLDINGS

 

  % of
Security Name Net Assets
Lithia Motors, Inc., Class A 2.2
Texas Roadhouse, Inc. 2.0
Avient Corp. 1.8
Endava PLC, ADR (United Kingdom) 1.8
MACOM Technology Solutions Holdings, Inc. 1.7
Ritchie Bros. Auctioneers, Inc. (Canada) 1.7
Performance Food Group Co. 1.7
Grand Canyon Education, Inc. 1.7
Stifel Financial Corp. 1.7
Globus Medical, Inc., Class A 1.7
Top Ten as a Group   18.0


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

 

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

 

 

49


 

 

  AMG GW&K Small Cap Core Fund
  Schedule of Portfolio Investments
  December 31, 2020

 

 

 

    Shares   Value  
Common Stocks - 98.5%              
Consumer Discretionary - 15.5%              
Boot Barn Holdings, Inc.*,1     114,808   $4,978,075  
Churchill Downs, Inc.     31,794     6,193,153  
Chuy’s Holdings, Inc.*     108,170     2,865,423  
Five Below, Inc.*     40,650     7,112,937  
Grand Canyon Education, Inc.*     109,419     10,188,003  
Helen of Troy, Ltd.*     24,827     5,516,311  
Lithia Motors, Inc., Class A1     44,748     13,096,397  
Ollie’s Bargain Outlet Holdings, Inc.*,1     69,380     5,673,203  
Oxford Industries, Inc.     66,832     4,378,164  
Patrick Industries, Inc.1     130,375     8,911,131  
Skyline Champion Corp.*     282,443     8,738,787  
Texas Roadhouse, Inc.*     152,747     11,938,706  
Wolverine World Wide, Inc.     138,945     4,342,031  
Total Consumer Discretionary           93,932,321  
Consumer Staples - 3.2%              
Central Garden & Pet Co.*     41,644     1,607,875  
Central Garden & Pet Co., Class A*     202,677     7,363,255  
Performance Food Group Co.*     214,867     10,229,818  
Total Consumer Staples           19,200,948  
Energy - 0.8%              
WPX Energy, Inc.*     610,500     4,975,575  
Financials - 14.3%              
Ameris Bancorp     220,439     8,392,113  
AMERISAFE, Inc.     97,230     5,583,919  
Cathay General Bancorp     215,790     6,946,280  
Cohen & Steers, Inc.     106,584     7,919,191  
Glacier Bancorp, Inc.     192,591     8,861,112  
Horace Mann Educators Corp.     187,381     7,877,497  
Houlihan Lokey, Inc.     105,882     7,118,447  
Meridian Bancorp, Inc.     213,583     3,184,523  
OceanFirst Financial Corp.*     205,718     3,832,526  
Pacific Premier Bancorp, Inc.*     244,018     7,645,084  
Seacoast Banking Corp. of Florida*     303,581     8,940,460  
Stifel Financial Corp.     201,826     10,184,140  
Total Financials           86,485,292  
Health Care - 22.0%              
AtriCure, Inc.*     151,199     8,417,248  
Castle Biosciences, Inc.*     49,015     3,291,357  
Covetrus, Inc.*     308,694     8,871,866  
CryoLife, Inc.*     247,317     5,839,154  
CryoPort, Inc.*,1     114,763     5,035,801  
    Shares   Value  
Emergent BioSolutions, Inc.*     96,827   $8,675,699  
Globus Medical, Inc., Class A*     156,149     10,184,038  
Haemonetics Corp.*     50,145     5,954,719  
Halozyme Therapeutics, Inc.*,1     136,400     5,825,644  
HealthEquity, Inc.*     112,315     7,829,479  
ICU Medical, Inc.*     19,521     4,187,059  
Integra LifeSciences Holdings Corp.*     109,446     7,105,234  
LHC Group, Inc.*     33,685     7,185,684  
Medpace Holdings, Inc.*     54,197     7,544,222  
Phreesia, Inc.*     157,052     8,521,642  
Progyny, Inc.*     155,375     6,586,346  
Supernus Pharmaceuticals, Inc.*     205,276     5,164,744  
Syneos Health, Inc.*     148,428     10,112,400  
Veracyte, Inc.*,1     141,807     6,940,035  
Total Health Care           133,272,371  
Industrials - 14.1%              
Alamo Group, Inc.     53,675     7,404,466  
Allegiant Travel Co.     36,280     6,865,627  
Heartland Express, Inc.     262,262     4,746,942  
Helios Technologies, Inc.     143,425     7,643,118  
ICF International, Inc.     83,978     6,242,085  
Primoris Services Corp.*     259,353     7,160,736  
RBC Bearings, Inc.*     50,215     8,990,494  
Ritchie Bros. Auctioneers, Inc. (Canada)     149,150     10,373,383  
The Shyft Group, Inc.     99,222     2,815,920  
SiteOne Landscape Supply, Inc.*,1     32,109     5,093,451  
UFP Industries, Inc.     164,198     9,121,199  
US Ecology, Inc.     114,721     4,167,814  
WillScot Mobile Mini Holdings Corp.*     190,470     4,413,190  
Total Industrials           85,038,425  
Information Technology - 15.6%              
Brooks Automation, Inc.     81,119     5,503,924  
CACI International, Inc., Class A*     21,395     5,334,415  
Cerence, Inc.*,1     51,256     5,150,203  
The Descartes Systems Group, Inc. (Canada)*     69,334     4,054,652  
Endava PLC, ADR (United Kingdom)*     144,104     11,059,982  
MACOM Technology Solutions Holdings, Inc.*     191,298     10,529,042  
Novanta, Inc.*     62,480     7,386,386  
Paylocity Holding Corp.*     48,677     10,023,081  
Proofpoint, Inc.*     41,269     5,629,504  
Rapid7, Inc.*,1     109,776     9,897,404  
Rogers Corp.*     19,660     3,053,001  
Silicon Laboratories, Inc.*     75,331     9,592,650  


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

50


 

   
  AMG GW&K Small Cap Core Fund
  Schedule of Portfolio Investments (continued)

 

 

 

    Shares   Value  
Information Technology - 15.6%              
(continued)              
Viavi Solutions, Inc.*     496,100   $7,429,098  
Total Information Technology           94,643,342  
Materials - 5.3%              
Avient Corp.     275,245     11,086,869  
Balchem Corp.     60,886     7,015,285  
Compass Minerals International, Inc.1     67,036     4,137,462  
Minerals Technologies, Inc.     94,993     5,900,965  
Silgan Holdings, Inc.     98,462     3,650,971  
Total Materials           31,791,552  
Real Estate - 5.4%              
Agree Realty Corp., REIT 1     72,777     4,845,493  
National Health Investors, Inc., REIT     89,355     6,180,685  
QTS Realty Trust, Inc., Class A, REIT 1     123,362     7,633,641  
Ryman Hospitality Properties, Inc., REIT     59,887     4,057,943  
STAG Industrial, Inc., REIT     315,813     9,891,263  
Total Real Estate           32,609,025  
Utilities - 2.3%              
IDACORP, Inc.     67,471     6,479,240  

 

* Non-income producing security.

 

1 Some of these securities, amounting to $58,647,390 or 9.7% 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.

    Shares   Value  
NorthWestern Corp.     126,604   $7,382,279  
Total Utilities           13,861,519  
Total Common Stocks              
(Cost $425,780,546)           595,810,370  
               
      Principal        
      Amount        
Short-Term Investments - 0.1%              
Joint Repurchase Agreements - 0.1%2              
Citigroup Global Markets, Inc., dated 12/31/20, due 01/04/21, 0.070% total to be received$674,286 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 4.000%, 09/15/21 -01/01/51, totaling $687,767)   $674,281     674,281  
Total Short-Term Investments              
(Cost $674,281)           674,281  
Total Investments - 98.6%              
(Cost $426,454,827)           596,484,651  
Other Assets, less Liabilities - 1.4%           8,403,853  
Net Assets - 100.0%         $604,888,504  

 

ADR    American Depositary Receipt
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 December 31, 2020:

 

    Level 1   Level 2   Level 3   Total
Investments in Securities                
Common Stocks   $595,810,370       $595,810,370
Short-Term Investments                
Joint Repurchase Agreements     $674,281     674,281
Total Investments in Securities   $595,810,370   $674,281     $596,484,651

 

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 December 31, 2020, there were no transfers in or out of Level 3.

 

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

51


 

 

   
  AMG GW&K Small/Mid Cap Fund
  Portfolio Manager’s Comments (unaudited)

 

 

 

REVIEW

 

For the year ended December 31, 2020, AMG GW&K Small/Mid Cap Fund’s (the “Fund”) Class I shares returned 23.31%, compared to the Russell 2500® Index, which returned 19.99%.

 

We are all familiar with the proverb “a watched pot never boils.” But what happens if we take that pot, cover it, and turn the heat up to high? As heat and pressure build inside the pot, the lid might start to rattle and shift. Eventually, steam and other contents start to force their way out around the edges of the lid as it clatters more erratically. Finally, depending on the contents inside the pot, we might end up with quite a mess if the heat is not turned down or the lid is not removed to let the pressure escape. As U.S. small/mid cap investors, it feels a bit as if we are living through this kitchen experiment right now. The U.S. Federal Reserve (the “Fed”) and other global central banks, are attempting to keep economies moving and markets lubricated during a terrible global pandemic. Rock bottom interest rates, expanding central bank balance sheets, and other conditions have supplied the heat to keep markets functioning and the economy from stalling.

 

Through the end of 2020, these policy actions, along with fiscal stimulus throughout 2020, seemed to have imperfectly accomplished these objectives. Enough heat had been applied to the pot. With the addition of very positive vaccine news in the fourth quarter and the push to add further fiscal stimulus into 2021, suddenly more heat was added to the experiment and the lid on the pot began to rattle. The Russell 2500® Index produced a sharp fourth quarter burst of 27.4%, its best quarter ever, and finished the year up 20.0%. While the magnitude of the move is impressive, the type of stocks that have outperformed is more interesting.

 

There is much in the way of evidence for this speculative environment. In periods when investors crave risk, the Wall Street machine always rises to the occasion. Innovation in both technology and finance will race to help fulfill this desire for greater risk. Three areas that combined to help fan this speculative flame included: 1) low barrier trading platforms, 2) special purpose acquisition corporations (SPACs), and 3) narrowly targeted thematic investments. There is obviously nothing inherently wrong with any of these three investment products, but each has the capacity to enable and embolden irrational exuberance under the right conditions. The Robinhood trading platform, while allowing easy and free trading for investing newcomers, is alleged to encourage continuous and

repeated engagement in trading and approve customers for option activity far in excess of their qualifications and resources. SPACs have perhaps in the past been unfairly stigmatized as a pathway to public markets given the lower scrutiny levels they receive and the characters often attracted to less due diligence. This year the market for SPACs set records, and several have been moonshots, some of which ended up back on earth. Nikola is a noteworthy example, perhaps propelled in part by the greater democratization of trading with platforms like Robinhood. The example of Nikola leads to the final category of speculation: narrowly focused thematic investing. There is nothing as exciting as chasing a glowing theme, be it electrification, alternative energy, genomics, bitcoin, or more broadly, “innovation.” These themes all have tremendous merit and long-term opportunity for companies and investors. However, they will take time to commercialize with many flops and misses along the way. Just as in the internet dawn of the late 1990s, successful investment companies have come along to help investors participate with narrowly targeted vehicles. Many have produced amazing returns in 2020. The money arriving late to the party will likely meaningfully underperform the market as these trends are sorted out in the real world. We see evidence in these three areas of the lid on our pot bouncing from heat and pressure.

 

For the year, style performance was very much tilted toward Growth. The Russell 2500® Growth finished up 40.1% compared to only 4.8% return in the Russell 2500® Value Index. Value oriented sectors showed very little of the excitement driving the overall market. Energy finished down (-39.0%), real estate (-8.7%), utilities (-4.9%), and financials (-2.1%). Meanwhile, secular growth areas like health care and information technology were up 49.2% and 52.1%, respectively, which led small and mid caps during the year. Health care technology was up 135.8%, life sciences tools/services (+58.0%), biotechnology (+52.0%), as well as software (+72.8%) and semiconductors (+74.1%) in technology were some of the strongest industries that drove this return. However, this trend softened somewhat in the last several months of the year as Value areas of the market found their footing. Consumer discretionary (+26.5%) was another winner on the year, recovering dramatically from a disastrous first quarter when it declined (-40.9%). As we discussed in past communications, 2020 was a year where growth was the new safety trade and also performed quite well in the recovery.

 

Looking at factor analysis for the year, non-earners were up 49.2% and accounted for 72.0% of the Russell 2500 Index performance. Of the benchmark

 

stocks with earnings (77.2% of the Index), those that reside in the bottom 60% of valuation levels actually produced a negative average contribution to return for the year. Negative equity stocks finished up 38.4% and the lowest Return on Equity (“ROE”) quintile was up 45.3% on the year. Combined, these groups were nearly 75% of the benchmark performance. High beta (+31.9%) outperformed low beta (+10.7%) dramatically. Finally, Index stocks without a five-year earnings track record returned 59.8%. To sum up, investors were mostly interested in companies without earnings in this speculative year. Small/mid cap stocks with earnings and modest valuations, as well as those in the middle of the ROE barbell, did not participate in the rally.

 

Examining relative performance requires looking at cash allocation, factor and sector analysis to get the full picture of how the Fund returned 23% and outperformed in an environment which would seem to have been challenging. Our cash exposure averaged just 1.9% during the year, but this still amounted to a meaningful drag. Switching to factor allocation, the Fund was decidedly out of balance with the investor preferences described above during the year. Our exposure to stocks with characteristics such as higher than average cap, lower beta, positive earnings, higher than average returns, and less volatile earnings histories relative to the Index cost us approximately 290 basis points of performance when averaged together. Combining these negative allocation factors would mean that stock selection in the Fund was sharply positive during the year, far beyond our actual outperformance.

 

Shifting to sector attribution, we saw positive contribution from financials, real estate, information technology, consumer staples, industrials, and materials during the year. Financials outperformed due to strong stock selection in the capital markets industry (MarketAxess Holdings, Artisan Partners), selection and allocation in insurance (Kinsale Capital Group, underweight), and a lack of exposure to poorly performing mortgage REITs. In real estate, the Fund benefited from an underweight position, good performance from CoreSite Realty Corp. (COR), and not owning some of the large detractors in the benchmark. Information technology outperformed the Index in electronic equipment with Zebra Technologies Corp, Class A (ZBRA) and Cognex Corp. (CGNX). Cerence, Inc. (CRNC), Hubspot (HUBS), and EPAM systems (EPAM) also contributed. Consumer staples added to performance on the strength of BJ

 

 

 

 

 

52


 

   
  AMG GW&K Small/Mid Cap Fund
  Portfolio Manager’s Comments (continued)

 

 

 

Wholesale Club, Inc. (BJ +63.9%). The industrials sector got a boost from our holdings of Richie Brothers Auctioneers, Inc. (RBA), Gibraltar Industries, Inc. (ROCK), and Exponent, Inc. (EXPO). And finally, good stock selection in materials with Quaker Chemical Corp. (KWR) and RPM International, Inc. (RPM) helped relative returns.

 

On the flip side, we lost ground in health care and consumer discretionary. In health care, stock selection and an underweight allocation to biotechnology hurt relative performance (Neurocrine Biosciences -10.8%). The consumer discretionary sector was hurt by the sale of BJ Restaurants (BJRI) near the bottom of the market in March. While the funds were reinvested elsewhere, the impact remains. Cavco Industries, Inc. (CVCO), Polaris, Inc. (PII), and Carter’s, Inc. (CRI) were other laggards that held back performance in this sector for 2020.

Looking forward into 2021 and beyond, we see both strong fundamentals as well as risks to watch. Similar to the covered pot on the stove, it remains to be seen how the experiment will end. We believe the just completed very strong fourth quarter represents the excellent forward prospects investors see for the economy as we emerge from the pandemic in 2021. Consumer net worth is hitting records, inventories are too low, and spending in many parts of the economy (outside of masks and heat lamps) is poised to accelerate. The fundamental strength is naturally augmented by forthcoming fiscal stimulus. The strong fundamentals and wall of liquidity have also encouraged some investors to increase speculative behavior in several areas of the market where long-term opportunity is high but near-term earnings support is non-existent. Will the Fed lift the cover off the pot or lower the heat as the economy accelerates to limit the negative impact of speculative bubbles forming? We acknowledge there

are holes we are digging as a country that impact our longer-term growth prospects, as debt climbs and political will appears to be faltering. Finally, markets appear to be assuming best outcomes for vaccine uptake and performance. However, we are very grateful that markets are looking forward to better times. Capital markets would be on the floor convulsing if they were looking backward at 2020. Thankfully, we leave the past year behind. Given the good forward economic and earnings prospects we see, low inflation and interest rates, and current valuations, we believe the U.S. small/mid cap asset class has attractive capital appreciation potential over our 3–5 year time horizon.

 

The commentary reflects the viewpoints of the portfolio manager, GW&K Investment Management, LLC, and is not intended as a forecast or guarantee of future results.

 

  

 

 

 

53


 

 
AMG GW&K Small/Mid Cap Fund
Portfolio Manager’s Comments (continued)

 

   

  

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG GW&K Small/Mid Cap 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 Fund’s Class I shares on June 30, 2015, to a $10,000 investment made in the Russell 2500® 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.

 

The table below shows the average annual total returns for the AMG GW&K Small/Mid Cap Fund and the Russell 2500® Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1   One
Year
    Five
Years
    Since
Inception
    Inception
Date
 
AMG GW&K Small/Mid Cap Fund2, 3, 4, 5, 6, 7                        
Class N   23.10 %       13.19 %   02/24/17  
Class I   23.31 %   13.41%   9.85 %   06/30/15  
Class Z   23.37 %       13.45 %   02/24/17  
Russell 2500® Index8   19.99 %   13.64%     10.76 %   06/30/15
 

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

 

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

 

Date reflects the inception date of the Fund, not the index
   
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 December 31, 2020. All returns are in U.S. dollars ($).
   
2

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

   
3

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

   
4

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

   
5

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

   
6

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

   
7

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.

   
8

The Russell 2500® Index is composed of the 2,500 smallest stocks in the Russell 3000® Index and is widely regarded in the industry as the premier measure of small/mid cap stock performance. Unlike the Fund, the Russell 2500® Index is unmanaged, is not available for investment and does not incur expenses.

 
The Russell Indices are trademarks of the London Stock Exchange Group companies.
 
Not FDIC insured, nor bank guaranteed. May lose value.


 

54


 

AMG GW&K Small/Mid Cap Fund
Fund Snapshots (unaudited)
December 31, 2020

 

   

 

PORTFOLIO BREAKDOWN
       
Sector   % of
Net Assets
 
Information Technology   18.7  
Industrials   15.8  
Health Care   15.8  
Consumer Discretionary   13.4  
Financials   13.1  
Real Estate   7.3  
Materials   6.8  
Consumer Staples   3.3  
Utilities   2.5  
Energy   1.4  
Other Assets Less Liabilities   1.9  
TOP TEN HOLDINGS
       
Security Name   % of
Net Assets
 
HubSpot, Inc.   2.4  
Zebra Technologies Corp., Class A   2.3  
Lithia Motors, Inc., Class A   2.0  
Exponent, Inc.   1.9  
Catalent, Inc.   1.9  
Cerence, Inc.   1.9  
Gibraltar Industries, Inc.   1.8  
RPM International, Inc.   1.8  
Ingersoll Rand, Inc.   1.8  
Acadia Healthcare Co., Inc.   1.7  
Top Ten as a Group   19.5  


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.

 

 

55


 


AMG GW&K Small/Mid Cap Fund
Schedule of Portfolio Investments
December 31, 2020

 

 

 

    Shares     Value  
Common Stocks - 98.1%            
Consumer Discretionary - 13.4%            
Bright Horizons Family Solutions, Inc.*   16,030     $2,773,030  
Burlington Stores, Inc.*   14,688     3,841,646  
Carter’s, Inc.*   23,580     2,218,171  
Cavco Industries, Inc.*   16,232     2,847,904  
Dorman Products, Inc.*   34,955     3,034,793  
Five Below, Inc.*   19,194     3,358,566  
Grand Canyon Education, Inc.*   18,804     1,750,841  
Lithia Motors, Inc., Class A1   18,348     5,369,909  
Polaris, Inc.*   28,097     2,677,082  
Pool Corp.*   7,222     2,690,195  
Texas Roadhouse, Inc.*   47,006     3,673,989  
Vail Resorts, Inc.1   7,550     2,106,148  
Total Consumer Discretionary         36,342,274  
Consumer Staples - 3.3%            
BJ’s Wholesale Club Holdings, Inc.*   102,102     3,806,362  
Lancaster Colony Corp.   18,038     3,314,122  
Performance Food Group Co.*   39,583     1,884,547  
Total Consumer Staples         9,005,031  
Energy - 1.4%            
Dril-Quip, Inc.*   23,341     691,360  
Parsley Energy, Inc., Class A*   227,930     3,236,606  
Total Energy         3,927,966  
Financials - 13.1%            
Artisan Partners Asset Management, Inc., Class A   31,511     1,586,264  
Atlantic Union Bankshares Corp.   55,379     1,824,184  
Glacier Bancorp, Inc.   46,794     2,152,992  
Kemper Corp.*   33,608     2,582,103  
Kinsale Capital Group, Inc.*   13,273     2,656,325  
MarketAxess Holdings, Inc.   5,633     3,213,964  
Pinnacle Financial Partners, Inc.   58,154     3,745,117  
Piper Sandler Cos   27,804     2,805,424  
Signature Bank   27,182     3,677,453  
TCF Financial Corp.   83,234     3,081,323  
Voya Financial, Inc.1   63,775     3,750,608  
Western Alliance Bancorp.   74,177     4,446,911  
Total Financials         35,522,668  
Health Care - 15.8%            
Acadia Healthcare Co., Inc.*   94,123     4,730,622  
Bio-Rad Laboratories, Inc., Class A*   8,004     4,665,852  
Catalent, Inc.*   48,565     5,054,159  
Chemed Corp.   4,835     2,575,169  

 

    Shares     Value  
Globus Medical, Inc., Class A*   42,935     $2,800,221  
Horizon Therapeutics PLC*   46,885     3,429,638  
Integer Holdings Corp.*   27,275     2,214,457  
Jazz Pharmaceuticals PLC (Ireland)*   19,673     3,247,029  
Molina Healthcare, Inc.*   14,238     3,028,138  
Neurocrine Biosciences, Inc.*   32,400     3,105,540  
STERIS PLC   18,797     3,562,783  
Syneos Health, Inc.*   62,667     4,269,503  
Total Health Care         42,683,111  
Industrials - 15.8%            
Exponent, Inc.   58,293     5,248,119  
Federal Signal Corp.   85,445     2,834,211  
Gibraltar Industries, Inc.*   69,066     4,968,608  
Graco, Inc.   45,191     3,269,569  
Hexcel Corp.1   52,538     2,547,568  
Ingersoll Rand, Inc.*   104,839     4,776,465  
Nordson Corp.   20,883     4,196,439  
RBC Bearings, Inc.*   24,140     4,322,025  
Ritchie Bros. Auctioneers, Inc. (Canada)   65,964     4,587,796  
Schneider National, Inc., Class B   77,682     1,608,017  
The Toro Co.   46,143     4,376,202  
Total Industrials         42,735,019  
Information Technology - 18.7%            
Booz Allen Hamilton Holding Corp.   48,391     4,218,727  
Cerence, Inc.*,1   50,228     5,046,909  
Cognex Corp.   44,019     3,534,065  
Entegris, Inc.   46,750     4,492,675  
Envestnet, Inc.*   26,620     2,190,560  
EPAM Systems, Inc.*   11,313     4,054,014  
Gartner, Inc.*   22,636     3,626,061  
HubSpot, Inc.*   16,525     6,551,171  
Power Integrations, Inc.   28,646     2,344,962  
Rapid7, Inc.*,1   51,345     4,629,265  
Silicon Laboratories, Inc.*   28,941     3,685,347  
Zebra Technologies Corp., Class A*   16,143     6,204,239  
Total Information Technology         50,577,995  
Materials - 6.8%            
AptarGroup, Inc.   25,804     3,532,310  
Eagle Materials, Inc.   30,006     3,041,108  
Element Solutions, Inc.   160,906     2,852,864  
Quaker Chemical Corp.*,1   16,862     4,272,662  
RPM International, Inc.   52,808     4,793,910  
Total Materials         18,492,854  


 

 

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

56


 

 
AMG GW&K Small/Mid Cap Fund
Schedule of Portfolio Investments (continued)

 

 

 

    Shares     Value  
Real Estate - 7.3%            
American Campus Communities, Inc., REIT   55,616     $2,378,696  
CoreSite Realty Corp., REIT   18,976     2,377,313  
Easterly Government Properties, Inc., REIT   149,156     3,378,384  
Hudson Pacific Properties, Inc., REIT   97,178     2,334,216  
Physicians Realty Trust, REIT   159,271     2,835,024  
Summit Hotel Properties, Inc., REIT *   223,731     2,015,816  
Sun Communities, Inc., REIT   28,423     4,318,875  
Total Real Estate       19,638,324  
Utilities - 2.5%            
IDACORP, Inc.   33,635     3,229,969  
             

 

* Non-income producing security.
1 Some of these securities, amounting to $16,713,653 or 6.2% of net assets, were out on loan to various borrowers and are collateralized by various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

 

      Shares     Value  
OGE Energy Corp.     32,864     $1,047,047  
Portland General Electric Co.     56,355     2,410,303  
Total Utilities           6,687,319  
Total Common Stocks              
(Cost $193,513,818)           265,612,561  
Total Investments - 98.1%              
(Cost $193,513,818)           265,612,561  
Other Assets, less Liabilities - 1.9%           5,156,733  
Net Assets - 100.0%           $270,769,294  

 

 

 

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 December 31, 2020:

 

      Level 1   Level 2   Level 3     Total  
Investments in Securities                      
Common Stocks     $265,612,561         $265,612,561  
Total Investments in Securities     $265,612,561         $265,612,561  

 

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 December 31, 2020, there were no transfers in or out of Level 3.

 

 

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

57


 

 
AMG GW&K Small Cap Value Fund
Portfolio Manager’s Comments (unaudited)

 

 
     

For the fiscal year ended December 31, 2020, AMG Managers GW&K Small Cap Value Fund’s (the “Fund”) Class N shares returned 3.29%, compared to a 4.63% return for the Russell 2000 Value® Index.

Effective December 4, 2020, the Fund’s subadviser changed from Skyline Asset Management, L.P. (“Skyline”) to GW&K Investment Management, LLC (“GW&K”). Also effective December 4, 2020, the Fund changed its name to AMG GW&K Small Cap Value Fund, from AMG Managers Skyline Special Equities Fund and changed its investment objective, principal investment strategies, and principal risks

INVESTMENT STRATEGY

GW&K believes quality small cap companies trading at low valuation levels offer attractive opportunities for stock price appreciation over time. Given the tendency of money managers to focus on short-term fundamentals and stock price performance, we believe that a company’s underlying value is often overlooked and not recognized by the market. Through our fundamental research process and proprietary screening, we seek to identify well-managed, undervalued companies with improving fundamental and financial characteristics.

It is our objective to provide shareholders with a fully diversified portfolio of small cap value stocks that participate in rising markets and protects returns when markets decline. We seek to outperform the Russell 2000® Value Index and our small cap value competitors over a full market cycle.

PERFORMANCE

After a steep decline in the first quarter due to market volatility associated with the COVID-19 pandemic, the Fund rebounded with positive

performance in the following three quarters and ended the fiscal year with a small positive return. However, the Fund modestly underperformed its benchmark during the period. The Fund’s negative relative performance was primarily driven by stock selection, while sector allocation was a positive. An overweight and strong stock selection in the industrials sector was the top contributor to relative performance. The Fund had notable contributions from TPI Composites Inc. (+138%) and BMC Stock Holdings Inc. (+66%) in the industrials sector. The Fund also benefited from an underweight and strong stock selection in financials. Lack of exposure to the energy sector was also beneficial. On the other side of the ledger, an overweight in information technology helped performance, but was more than offset by weak stock selection in the sector. The Fund’s 5% return within information technology lagged the 27% return for the benchmark and was the top detractor from relative performance. Notable detractors in the sector included Benchmark Electronics (-20%) and Knowles Corp. (-15%). In similar fashion, the Fund’s overweight to the materials sector was beneficial, but the Fund’s -5% return lagged the 20% return for the benchmark. An underweight and weak stock selection in consumer discretionary as well as weak stock selection in the health care sector were other notable detractors.

OUTLOOK 

Looking forward into 2021 and beyond, we see both strong fundamentals as well as risks to watch. We believe the just completed very strong fourth quarter represents the excellent forward prospects investors see for the economy as we emerge from the pandemic in 2021. Consumer net worth is hitting records, inventories are too low, and spending in

many parts of the economy (outside of masks and heat lamps) are poised to accelerate. The fundamental strength is naturally augmented by forthcoming fiscal stimulus. The strong fundamentals and wall of liquidity have also encouraged some investors to increase speculative behavior in several areas of the market where long-term opportunity is high but near-term earnings support is nonexistent. Will the U.S. Federal Reserve (the Fed) effectively manage monetary policy as the economy accelerates to limit the negative impact of speculative bubbles forming? We acknowledge there are holes we are digging as a country that impact our longer-term growth prospects, as debt climbs and political will appears to be faltering. Finally, markets appear to be assuming best outcomes for vaccine uptake and performance. However, we are very grateful that markets are looking forward to better times. Capital markets would be on the floor convulsing if they were looking backward at 2020. Thankfully, we leave the past year behind. Given the good forward economic and earnings prospects we see, low inflation and interest rates, and current valuations, we believe the U.S. small cap asset class has attractive capital appreciation potential over our 3–5 year time horizon.

 

This commentary reflects results from Skyline and GW&K, and the viewpoints represent those of the current portfolio manager, GW&K, are not intended as a forecast or guarantee of future results, and are subject to change without notice.

     

 

 

 

58


 

 

 
AMG GW&K Small Cap Value Fund
Portfolio Manager’s Comments (continued)
 
 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG GW&K 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 GW&K Small Cap Value Fund’s Class N shares on December 31, 2010, to a $10,000 investment made in the Russell 2000® Value Index and Russell 2000® 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.

 

The table below shows the average annual total returns for the AMG GW&K Small Cap Value Fund and the Russell 2000® Value Index and Russell 2000® Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1 One
Year
Five
Years
Ten
Years
  Since
Inception
  Inception
Date
 
AMG GW&K Small Cap Value Fund2, 3, 4, 5, 6, 7  
Class N 3.29% 7.19% 9.38%   11.23%   04/23/87  
Class I 3.50%   4.06%   02/24/17  
Class Z 3.57%   4.13%   02/24/17  
Russell 2000® Value Index8 4.63% 9.65% 8.66%      
Russell 2000® Index9 19.96% 13.26% 11.20%   9.30%   04/23/87
                 

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

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

Date reflects the inception date of the Fund, not the index.
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 December 31, 2020. All returns are in U.S. dollars ($).

2 From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.
3 The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history and a reliance on one or a limited number of products.
4 The Fund is subject to special risk considerations similar to those associated with the direct ownership of real estate. Real estate valuations may be subject to factors such as changing general and local economic, financial, competitive, and environmental conditions.
5 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.
6 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.
7 The Fund invests in value stocks, which may perform differently from the market as a whole and may be undervalued by the market for a long period of time.
8 The 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.
9 The Russell 2000® Index is composed of the 2000 smallest stocks in the Russell 3000® Index and is widely regarded in the industry as the premier measure of small-cap stock performance. Unlike the Fund, the Russell 2000® Index is unmanaged, is not available for investment and does not incur expenses.

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

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



 

59


 

AMG GW&K Small Cap Value Fund
Fund Snapshots (unaudited)
December 31, 2020
 
 

 

PORTFOLIO BREAKDOWN
Sector % of
Net Assets
Financials 29.6  
Industrials 17.9  
Consumer Discretionary 13.2  
Real Estate 9.4  
Health Care 6.3  
Information Technology 5.9  
Materials 5.1  
Utilities 4.0  
Consumer Staples 2.7  
Energy 2.4  
Communication Services 2.0  
Other Assets Less Liabilities 1.5  

TOP TEN HOLDINGS

Security Name   % of
Net Assets
Walker & Dunlop, Inc.   2.4
Group 1 Automotive, Inc.   2.3
Gibraltar Industries, Inc.   2.1
Ameris Bancorp   2.1
Piper Sandler Cos   2.0
Gray Television, Inc.   2.0
Schnitzer Steel Industries, Inc., Class A   2.0
Columbus McKinnon Corp.   1.9
Four Corners Property Trust, Inc.   1.9
Tenet Healthcare Corp.   1.9
Top Ten as a Group   20.6


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.

 

60


 

AMG GW&K Small Cap Value Fund
Schedule of Portfolio Investments
December 31, 2020
 
 

 

    Shares   Value  
Common Stocks - 98.5%              
Communication Services - 2.0%              
Gray Television, Inc.*     371,527     $6,646,618  
Consumer Discretionary - 13.2%              
Boot Barn Holdings, Inc.*     98,865     4,286,786  
Callaway Golf Co.     222,960     5,353,269  
Deckers Outdoor Corp.*     14,996     4,300,553  
Denny’s Corp.*     361,881     5,312,413  
Group 1 Automotive, Inc.     58,364     7,653,855  
Johnson Outdoors, Inc., Class A     45,478     5,122,187  
MDC Holdings, Inc.     57,493     2,794,160  
Patrick Industries, Inc.     65,139     4,452,251  
Stoneridge, Inc.*     177,273     5,358,963  
Total Consumer Discretionary           44,634,437  
Consumer Staples - 2.7%              
BJ’s Wholesale Club Holdings, Inc.*     76,858     2,865,266  
Central Garden & Pet Co.*     166,285     6,420,264  
Total Consumer Staples           9,285,530  
Energy - 2.4%              
Matador Resources Co.*     187,222     2,257,897  
ProPetro Holding Corp.*     312,165     2,306,900  
Renewable Energy Group, Inc.*     24,117     1,707,966  
Solaris Oilfield Infrastructure, Inc., Class A     228,829     1,862,668  
Total Energy           8,135,431  
Financials - 29.6%              
Ameris Bancorp     183,803     6,997,380  
Atlantic Union Bankshares Corp.     190,853     6,286,698  
Cathay General Bancorp     122,505     3,943,436  
City Holding Co.     54,368     3,781,294  
Community Bank System, Inc.     88,627     5,522,348  
Enterprise Financial Services Corp.     105,354     3,682,122  
Federal Agricultural Mortgage Corp., Class C     50,061     3,717,029  
First Financial Bancorp     198,923     3,487,120  
First Interstate BancSystem, Inc., Class A     106,778     4,353,339  
Flagstar Bancorp, Inc.     120,322     4,904,325  
International Bancshares Corp.     122,236     4,576,516  
James River Group Holdings, Ltd. (Bermuda)     80,085     3,936,178  
OceanFirst Financial Corp.*     297,427     5,541,065  
Pacific Premier Bancorp, Inc.*     201,596     6,316,003  
Piper Sandler Cos     66,588     6,718,729  
Selective Insurance Group, Inc.     95,639     6,405,900  
Stifel Financial Corp.     112,839     5,693,856  
Valley National Bancorp     281,187     2,741,573  
               
    Shares   Value  
Walker & Dunlop, Inc.     87,525     $8,054,051  
WesBanco, Inc.     100,884     3,022,485  
Total Financials           99,681,447  
Health Care - 6.3%              
Covetrus, Inc.*     121,838     3,501,624  
Emergent BioSolutions, Inc.*     52,091     4,667,353  
Integer Holdings Corp.*     50,073     4,065,427  
Supernus Pharmaceuticals, Inc.*     109,236     2,748,378  
Tenet Healthcare Corp.*     161,629     6,453,846  
Total Health Care           21,436,628  
Industrials - 17.9%              
Allegiant Travel Co.     20,163     3,815,646  
American Woodmark Corp.*     45,637     4,283,032  
CBIZ, Inc.*     145,198     3,863,719  
Columbus McKinnon Corp.     171,924     6,608,758  
Comfort Systems USA, Inc.     60,047     3,162,075  
Douglas Dynamics, Inc.     133,680     5,717,494  
Federal Signal Corp.     183,052     6,071,835  
Gibraltar Industries, Inc.*     98,930     7,117,024  
ICF International, Inc.     65,934     4,900,874  
Lydall, Inc.*     128,577     3,861,167  
Primoris Services Corp.*     134,896     3,724,479  
SkyWest, Inc.     93,683     3,776,362  
UFP Industries, Inc.     60,512     3,361,442  
Total Industrials           60,263,907  
Information Technology - 5.9%              
American Software, Inc., Class A     155,748     2,674,193  
CACI International, Inc., Class A*     23,715     5,912,861  
Power Integrations, Inc.     59,635     4,881,721  
Silicon Laboratories, Inc.*     26,564     3,382,660  
Viavi Solutions, Inc.*     205,619     3,079,145  
Total Information Technology           19,930,580  
Materials - 5.1%              
Minerals Technologies, Inc.     63,038     3,915,921  
Orion Engineered Carbons, S.A. (Luxembourg)     206,379     3,537,336  
Schnitzer Steel Industries, Inc., Class A     208,111     6,640,822  
Worthington Industries, Inc.     58,869     3,022,334  
Total Materials           17,116,413  
Real Estate - 9.4%              
Agree Realty Corp., REIT     72,173     4,805,278  
Four Corners Property Trust, Inc., REIT     221,910     6,606,261  
Getty Realty Corp., REIT *     182,319     5,021,065  
Independence Realty Trust, Inc., REIT     475,073     6,380,231  
               


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

61


 

AMG GW&K Small Cap Value Fund
Schedule of Portfolio Investments (continued)
 
 

 

    Shares   Value  
Real Estate - 9.4% (continued)              
Lexington Realty Trust, REIT     253,215     $2,689,143  
Summit Hotel Properties, Inc., REIT *     326,672     2,943,315  
Xenia Hotels & Resorts, Inc., REIT *     214,404     3,258,941  
Total Real Estate           31,704,234  
Utilities - 4.0%              
IDACORP, Inc.     54,667     5,249,672  
NorthWestern Corp.     77,462     4,516,809  
               

 

*  Non-income producing security.

 

    Shares   Value  
Southwest Gas Holdings, Inc.     59,543     $3,617,237  
Total Utilities           13,383,718  
Total Common Stocks              
(Cost $317,466,452)           332,218,943  
Total Investments - 98.5%              
(Cost $317,466,452)           332,218,943  
Other Assets, less Liabilities - 1.5%           4,920,159  
Net Assets - 100.0%           $337,139,102  
               

 

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 December 31, 2020:

 

    Level 1   Level 2   Level 3   Total  
Investments in Securities                  
Common Stocks   $ 332,218,943           $ 332,218,943  
Total Investments in Securities   $ 332,218,943           $ 332,218,943  
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 December 31, 2020, there were no transfers in or out of Level 3.

 

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

62


 

   
 
  Statement of Assets and Liabilities
  December 31, 2020

 

 

 

      AMG
GW&K Enhanced
Core Bond
ESG Fund
  AMG
GW&K High
Income Fund
  AMG
GW&K Municipal Bond Fund
  AMG
GW&K Municipal Enhanced
Yield Fund
Assets:                          
Investments at value1 (including securities on loan valued at $2,928,951, $0, $0, and $0, respectively)     $56,083,803     $9,968,697     $1,305,706,754     $322,895,923  
Cash     1,195,980     188,062     26,919,653     2,561,917  
Receivable for investments sold         218,287          
Dividend and interest receivables     410,161     145,696     16,405,207     3,210,811  
Securities lending income receivable     1,552              
Receivable for Fund shares sold     61,551     76,007     2,006,953     140,945  
Receivable from affiliate     14,555     10,197     69,866     25,047  
Prepaid expenses and other assets     14,374     6,902     29,507     25,829  
Total assets     57,781,976     10,613,848     1,351,137,940     328,860,472  
Liabilities:                          
Payable upon return of securities loaned     2,379,186              
Payable for investments purchased         258,504          
Payable for delayed delivery investments purchased             44,435,060      
Payable for Fund shares repurchased     178,892     1,068     289,754     31,617  
Accrued expenses:                          
Investment advisory and management fees     13,820     3,523     228,285     124,788  
Administrative fees     6,910     1,303     165,655     41,596  
Distribution fees     3,327         3,878     1,040  
Shareholder service fees     1,264     1,959     56,891     14,276  
Other     52,995     45,633     138,239     63,401  
Total liabilities     2,636,394     311,990     45,317,762     276,718  
                           
Net Assets     $55,145,582     $10,301,858     $1,305,820,178     $328,583,754  
1 Investments at cost     $53,285,407     $9,978,707     $1,228,525,480     $298,407,906  

 

 

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

 

63


 

 

   
 
 
 

Statement of Assets and Liabilities (continued)

 

 

 

      AMG
GW&K Enhanced
Core Bond
ESG Fund
  AMG
GW&K High
Income Fund
  AMG
GW&K Municipal Bond Fund
  AMG
GW&K Municipal Enhanced
Yield Fund
Net Assets Represent:                          
Paid-in capital     $55,768,164     $10,365,725     $1,227,763,665     $303,179,087  
Total distributable earnings (loss)     (622,582 )   (63,867 )   78,056,513     25,404,667  
Net Assets     $55,145,582     $10,301,858     $1,305,820,178     $328,583,754  
                           
Class N:                          
Net Assets     $15,793,769     $10,301,858     $18,152,784     $5,015,428  
Shares outstanding     1,449,610     463,381     1,458,020     469,258  
Net asset value, offering and redemption price per share     $10.90     $22.23     $12.45     $10.69  
Class I:                          
Net Assets     $27,800,094         $1,287,667,394     $323,438,655  
Shares outstanding     2,542,231         102,845,111     31,101,646  
Net asset value, offering and redemption price per share     $10.94         $12.52     $10.40  
Class Z:                          
Net Assets     $11,551,719             $129,671  
Shares outstanding     1,056,820             12,471  
Net asset value, offering and redemption price per share     $10.93             $10.40  

 

 

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

 

64


 

 

   
 
 
 

Statement of Assets and Liabilities (continued)

 

 

 

      AMG
GW&K Global

Allocation Fund
  AMG
GW&K Small Cap Core Fund
  AMG
GW&K Small/Mid
Cap Fund
  AMG
GW&K Small Cap Value Fund
Assets:                          
Investments at value1 (including securities on loan valued at $8,270,264, $58,647,390, $16,713,653, and $0, respectively)     $151,616,396     $596,484,651     $265,612,561     $332,218,943  
Cash     3,924,815     3,899,343     5,907,959     4,076,738  
Foreign currency2     996,953              
Receivable for investments sold         4,640,017     614,662     1,914,548  
Dividend and interest receivables     384,957     448,690     94,066     448,650  
Securities lending income receivable     1,871     5,552     1,002      
Receivable for Fund shares sold     42,426     858,606     329,544     92,291  
Receivable from affiliate     9,364         7,836      
Prepaid expenses and other assets     23,476     17,272     12,185     13,111  
Total assets     157,000,258     606,354,131     272,579,815     338,764,281  
Liabilities:                          
Payable upon return of securities loaned     2,576,545     674,281          
Payable for investments purchased     1,199,941         1,537,011      
Payable for Fund shares repurchased     4,924     257,183     52,811     1,182,982  
Accrued expenses:                          
Investment advisory and management fees     76,357     362,903     138,590     250,543  
Administrative fees     19,089     75,289     33,530     44,893  
Distribution fees     10,730     1,796     46      
Shareholder service fees     12,351     20,645     8,802     59,412  
Other     84,086     73,530     39,731     87,349  
Total liabilities     3,984,023     1,465,627     1,810,521     1,625,179  
                           
Net Assets     $153,016,235     $604,888,504     $270,769,294     $337,139,102  
1 Investments at cost     $114,964,612     $426,454,827     $193,513,818     $317,466,452  
2 Foreign currency at cost     $983,352              

 

 

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

 

65


 

 

   
 
 
 

Statement of Assets and Liabilities (continued)

 

 

 

      AMG
GW&K Global

Allocation Fund
  AMG
GW&K Small Cap Core Fund
  AMG
GW&K Small/Mid
Cap Fund
  AMG
GW&K Small Cap Value Fund
Net Assets Represent:                          
Paid-in capital     $117,669,185     $423,787,511     $196,369,358     $318,179,443  
Total distributable earnings     35,347,050     181,100,993     74,399,936     18,959,659  
Net Assets     $153,016,235     $604,888,504     $270,769,294     $337,139,102  
                           
Class N:                          
Net Assets     $51,414,521     $8,667,249     $223,853     $243,654,912  
Shares outstanding     2,636,969     289,157     13,958     9,120,604  
Net asset value, offering and redemption price per share     $19.50     $29.97     $16.04     $26.71  
Class I:                          
Net Assets     $97,868,989     $470,373,466     $165,840,431     $83,003,254  
Shares outstanding     4,965,221     15,368,627     10,327,396     3,098,650  
Net asset value, offering and redemption price per share     $19.71     $30.61     $16.06     $26.79  
Class Z:                          
Net Assets     $3,732,725     $125,847,789     $104,705,010     $10,480,936  
Shares outstanding     189,408     4,111,282     6,513,820     392,205  
Net asset value, offering and redemption price per share     $19.71     $30.61     $16.07     $26.72  

 

 

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

 

66


 

 

   
 
  Statement of Operations
 

For the fiscal year ended December 31, 2020

 

 

  

      AMG
GW&K Enhanced
Core Bond
ESG Fund
  AMG
GW&K High
Income Fund
  AMG
GW&K Municipal
Bond Fund
  AMG
GW&K Municipal Enhanced
Yield Fund
Investment Income:                          
Dividend income     $2,337     $787     $67,066     $41,742  
Interest income     1,063,182     293,490     22,668,922     9,518,279  
Securities lending income     8,317     321          
Foreign withholding tax         (1,452 )        
Total investment income     1,073,836     293,146     22,735,988     9,560,021  
Expenses:                          
Investment advisory and management fees     124,241     49,607     2,407,999     1,363,263  
Administrative fees     62,120     13,871     1,740,374     454,421  
Distribution fees - Class N     36,581         47,565     20,322  
Shareholder servicing fees - Class N         1,958     23,087     12,192  
Shareholder servicing fees - Class I     11,118         570,612     147,349  
Professional fees     50,966     44,829     105,564     55,667  
Registration fees     50,035     19,699     87,308     61,044  
Custodian fees     18,993     21,194     85,963     35,512  
Reports to shareholders     16,937     3,135     43,769     12,148  
Transfer agent fees     3,982     1,051     41,105     10,887  
Trustee fees and expenses     3,793     840     107,114     27,880  
Miscellaneous     3,514     1,165     31,155     9,878  
Total expenses before offsets     382,280     157,349     5,291,615     2,210,563  
Expense reimbursements     (135,792 )   (75,430 )   (704,935 )   (242,883 )
Net expenses     246,488     81,919     4,586,680     1,967,680  
                           
Net investment income     827,348     211,227     18,149,308     7,592,341  
Net Realized and Unrealized Gain:                          
Net realized gain on investments     851,301     838,877     4,459,854     3,972,374  
Net realized gain on forwards contracts         134,979          
Net realized gain on futures contracts         34,964          
Net realized loss on foreign currency transactions         (13,582 )        
Net change in unrealized appreciation/depreciation on investments     1,758,021     (182,406 )   30,387,730     8,743,902  
Net change in unrealized appreciation/depreciation on forwards contracts         10,553          
Net change in unrealized appreciation/depreciation on futures contracts         4,541          
Net change in unrealized appreciation/depreciation on foreign currency translations         (2,382 )        
Net realized and unrealized gain     2,609,322     825,544     34,847,584     12,716,276  
                           
Net increase in net assets resulting from operations     $3,436,670     $1,036,771     $52,996,892     $20,308,617  

 

 

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

 

67


 

   
   
   
 

Statement of Operations (continued)

 

 

 

      AMG
GW&K Global
Allocation Fund
  AMG
GW&K Small Cap
Core Fund
  AMG
GW&K Small/Mid
Cap Fund
  AMG
GW&K Small Cap
Value Fund
Investment Income:                          
Dividend income     $1,471,878     $5,284,158     $2,114,205     $5,027,463  
Interest income     1,388,846     270         195  
Securities lending income     20,161     91,998     16,067     34,569  
Foreign withholding tax     (36,702 )   (23,275 )   (7,884 )   (13,365 )
Total investment income     2,844,183     5,353,151     2,122,388     5,048,862  
Expenses:                          
Investment advisory and management fees     1,020,236     3,249,852     1,322,175     2,541,225  
Administrative fees     255,059     696,397     309,120     523,827  
Distribution fees - Class N     127,668     19,971     430      
Shareholder servicing fees - Class N         11,983     27     621,004  
Shareholder servicing fees - Class I     113,974     177,432     102,418     62,275  
Custodian fees     84,528     45,279     28,405     38,143  
Registration fees     59,064     59,775     34,419     60,310  
Professional fees     53,664     57,915     44,934     51,517  
Reports to shareholders     52,591     22,089     10,482     58,582  
Trustee fees and expenses     46,866     41,256     18,573     28,957  
Transfer agent fees     18,732     20,435     7,272     32,762  
Miscellaneous     13,135     14,584     7,488     16,975  
Total expenses before offsets     1,845,517     4,416,968     1,885,743     4,035,577  
Expense reimbursements     (203,900 )   (29,131 )   (48,533 )   (144,468 )
Expense reductions     (4,875 )   (36,922 )   (10,121 )    
Net expenses     1,636,742     4,350,915     1,827,089     3,891,109  
                           
Net investment income     1,207,441     1,002,236     295,299     1,157,753  
Net Realized and Unrealized Gain (Loss):                          
Net realized gain (loss) on investments     (948,464 )   29,838,323     4,655,713     106,326,548  
Net realized loss on foreign currency transactions     (22,604 )            
Net change in unrealized appreciation/depreciation on investments     15,219,388     72,950,806     45,255,119     (122,030,123 )
Net change in unrealized appreciation/depreciation on foreign currency translations     13,723              
Net realized and unrealized gain (loss)     14,262,043     102,789,129     49,910,832     (15,703,575 )
                           
Net increase (decrease) in net assets resulting from operations     $15,469,484     $103,791,365     $50,206,131     $ (14,545,822 )

 

 

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

 

68


 

  

   
   
  Statements of Changes in Net Assets
  For the fiscal years ended December 31,

 

 

 

    AMG
GW&K Enhanced
Core Bond ESG Fund
  AMG
GW&K High
Income Fund
  AMG
GW&K Municipal
Bond Fund
 
    2020     2019   2020     2019   2020     2019  
Increase in Net Assets Resulting From Operations:                                
Net investment income   $827,348     $912,976   $211,227     $261,207   $18,149,308     $18,764,133  
Net realized gain (loss) on investments   851,301     404,962   995,238     (352,820 ) 4,459,854     5,823,265  
Net change in unrealized appreciation/depreciation on investments   1,758,021     2,227,923   (169,694 )   809,506   30,387,730     47,803,351  
Net increase in net assets resulting from operations   3,436,670     3,545,861   1,036,771     717,893   52,996,892     72,390,749  
Distributions to Shareholders:                                
Class N   (270,732 )   (379,255 ) (825,025 )   (29,806 ) (291,376 )   (308,006 )
Class I   (319,421 )   (192,619 )       (21,463,147 )   (18,444,080 )
Class C1       (16,702 )            
Class Z   (225,439 )   (338,179 )            
Total distributions to shareholders   (815,592 )   (926,755 ) (825,025 )   (29,806 ) (21,754,523 )   (18,752,086 )
Capital Share Transactions:2                                
Net increase (decrease) from capital share transactions   19,163,432     (5,633,199 ) 452,271     (1,415,728 ) 241,352,504     21,588,783  
                                 
Total increase (decrease) in net assets   21,784,510     (3,014,093 ) 664,017     (727,641 ) 272,594,873     75,227,446  
Net Assets:                                
Beginning of year   33,361,072     36,375,165   9,637,841     10,365,482   1,033,225,305     957,997,859  
End of year   $55,145,582     $33,361,072   $10,301,858     $9,637,841   $1,305,820,178     $1,033,225,305  

 

1 Effective May 31, 2019, Class C shares were converted into Class N shares.

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

 

 

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

 

69


 

 

   
   
 

Statements of Changes in Net Assets (continued)

  For the fiscal years ended December 31,

 

 

 

    AMG
GW&K Municipal
Enhanced Yield Fund
  AMG
GW&K Global
Allocation Fund
  AMG
GW&K Small Cap Core Fund
 
    2020     2019   2020     2019   2020     2019  
Increase in Net Assets Resulting From Operations:                                
Net investment income   $7,592,341     $7,164,664   $1,207,441     $4,245,714   $1,002,236     $851,757  
Net realized gain (loss) on investments   3,972,374     2,874,832   (971,068 )   13,203,990   29,838,323     22,218,128  
Net change in unrealized appreciation/depreciation on investments   8,743,902     15,319,807   15,233,111     23,461,975   72,950,806     92,751,979  
Net increase in net assets resulting from operations   20,308,617     25,359,303   15,469,484     40,911,679   103,791,365     115,821,864  
Distributions to Shareholders:                                
From net investment income and/or realized gain on investments:                                
Class N   (230,199 )   (199,815 ) (1,802,668 )   (4,102,350 ) (206,153 )   (519,512 )
Class I   (11,227,601 )   (8,694,071 ) (4,171,934 )   (10,291,326 ) (11,703,788 )   (17,342,704 )
Class Z   (4,636 )   (4,178 ) (215,224 )   (493,265 ) (3,120,957 )   (5,682,701 )
From paid-in capital:                                
Class N         (11,312 )          
Class I         (26,180 )          
Class Z         (1,351 )          
Total distributions to shareholders   (11,462,436 )   (8,898,064 ) (6,228,669 )   (14,886,941 ) (15,030,898 )   (23,544,917 )
Capital Share Transactions:1                                
Net increase (decrease) from capital share transactions   40,667,096     51,350,874   (107,931,884 )   (24,570,919 ) 64,165,490     (49,229,890 )
                                 
Total increase (decrease) in net assets   49,513,277     67,812,113   (98,691,069 )   1,453,819   152,925,957     43,047,057  
Net Assets:                                
Beginning of year   279,070,477     211,258,364   251,707,304     250,253,485   451,962,547     408,915,490  
End of year   $328,583,754     $279,070,477   $153,016,235     $251,707,304   $604,888,504     $451,962,547  

 

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

 

 

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

 

70


 

 

   
   
 

Statements of Changes in Net Assets (continued)

  For the fiscal years ended December 31,

 

 

 

    AMG
GW&K Small/Mid
Cap Fund
  AMG
GW&K Small Cap
Value Fund
 
    2020     2019   2020     2019  
Increase (Decrease) in Net Assets Resulting From Operations:                      
Net investment income   $295,299     $362,287   $1,157,753     $1,391,142  
Net realized gain (loss) on investments   4,655,713     (1,633,170 ) 106,326,548     74,784,563  
Net change in unrealized appreciation/depreciation on investments   45,255,119     42,609,178   (122,030,123 )   94,756,214  
Net increase (decrease) in net assets resulting from operations   50,206,131     41,338,295   (14,545,822 )   170,931,919  
Distributions to Shareholders:                      
Class N       (280 ) (78,448,514 )   (24,262,547 )
Class I   (194,295 )   (248,675 ) (32,924,631 )   (8,703,483 )
Class Z   (187,001 )   (316,750 ) (3,178,095 )   (789,359 )
Total distributions to shareholders   (381,296 )   (565,705 ) (114,551,240 )   (33,755,389 )
Capital Share Transactions:1                      
Net increase (decrease) from capital share transactions   22,104,665     38,228,007   (27,451,765 )   (392,753,505 )
                       
Total increase (decrease) in net assets   71,929,500     79,000,597   (156,548,827 )   (255,576,975 )
Net Assets:                      
Beginning of year   198,839,794     119,839,197   493,687,929     749,264,904  
End of year   $270,769,294     $198,839,794   $337,139,102     $493,687,929  

 

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

 

 

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

 

71


 

 

  AMG GW&K Enhanced Core Bond ESG Fund
  Financial Highlights
  For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class N   2020   2019   2018   2017   20161
Net Asset Value, Beginning of Year   $10.15     $9.43     $9.81     $9.67     $9.58  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.20     0.24     0.23     0.21     0.22  
Net realized and unrealized gain (loss) on investments   0.75     0.73     (0.38 )   0.15     0.09  
Total income (loss) from investment operations   0.95     0.97     (0.15 )   0.36     0.31  
Less Distributions to Shareholders from:                              
Net investment income   (0.20 )   (0.25 )   (0.23 )   (0.22 )   (0.22 )
Net Asset Value, End of Year   $10.90     $10.15     $9.43     $9.81     $9.67  
Total Return3   9.41 %4   10.35 %4   (1.48 )%4   3.76 %4   3.26 %
Ratio of net expenses to average net assets   0.73 %   0.73 %   0.73 %   0.75 %   0.84 %
Ratio of gross expenses to average net assets5   1.06 %   1.16 %   0.99 %   1.04 %   1.05 %
Ratio of net investment income to average net assets3   1.86 %   2.43 %   2.45 %   2.19 %   2.27 %
Portfolio turnover   101 %   71 %   26 %   39 %   88 %
Net assets end of year (000’s) omitted   $15,794     $14,779     $12,884     $16,027     $16,115  

 

 

 

72


 

AMG GW&K Enhanced Core Bond ESG Fund
Financial Highlights
For a share outstanding throughout each fiscal year

 

 

  

    For the fiscal years ended December 31,
Class I   2020     2019     2018     20176     20161  
Net Asset Value, Beginning of Year   $10.19     $9.47     $9.85     $9.70     $9.62  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.22     0.26     0.25     0.23     0.24  
Net realized and unrealized gain (loss) on investments   0.75     0.73     (0.38 )   0.16     0.08  
Total income (loss) from investment operations   0.97     0.99     (0.13 )   0.39     0.32  
Less Distributions to Shareholders from:                              
Net investment income   (0.22 )   (0.27 )   (0.25 )   (0.24 )   (0.24
Net Asset Value, End of Year   $10.94     $10.19     $9.47     $9.85     $9.70  
Total Return3,4   9.57 %   10.51 %   (1.27 )%   4.03 %   3.31 %
Ratio of net expenses to average net assets   0.55 %   0.55 %   0.54 %   0.61 %   0.69 %
Ratio of gross expenses to average net assets5   0.88 %   0.98 %   0.80 %   0.90 %   0.90 %
Ratio of net investment income to average net assets3   2.04 %   2.62 %   2.64 %   2.32 %   2.39 %
Portfolio turnover   101 %   71 %   26 %   39 %   88 %
Net assets end of year (000’s) omitted   $27,800     $8,502     $5,967     $6,864     $37,952  

 

 

73


 

AMG GW&K Enhanced Core Bond ESG Fund
Financial Highlights
For a share outstanding throughout each fiscal year

 

 

  

    For the fiscal years ended December 31,
Class Z   2020     2019     2018     20176     20161  
Net Asset Value, Beginning of Year   $10.18     $9.46     $9.84     $9.70     $9.61  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.22     0.27     0.26     0.24     0.25  
Net realized and unrealized gain (loss) on investments   0.75     0.72     (0.38 )   0.15     0.09  
Total income (loss) from investment operations   0.97     0.99     (0.12 )   0.39     0.34  
Less Distributions to Shareholders from:                              
Net investment income   (0.22 )   (0.27 )   (0.26 )   (0.25 )   (0.25 )
Net Asset Value, End of Year   $10.93     $10.18     $9.46     $9.84     $9.70  
Total Return3,4   9.65 %   10.59 %   (1.23 )%   4.01 %   3.52 %
Ratio of net expenses to average net assets   0.48 %   0.48 %   0.48 %   0.50 %   0.59 %
Ratio of gross expenses to average net assets5   0.81 %   0.91 %   0.74 %   0.79 %   0.80 %
Ratio of net investment income to average net assets3   2.11 %   2.72 %   2.70 %   2.43 %   2.51 %
Portfolio turnover   101 %   71 %   26 %   39 %   88 %
Net assets end of year (000’s) omitted   $11,552     $10,080     $15,254     $21,271     $51,357  
1 Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class S and Class I, respectively.
2 Per share numbers have been calculated using average shares.
3 Total returns and net investment income would have been lower had certain expenses not been offset.
4 The total return is calculated using the published Net Asset Value as of fiscal year end.
5 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.)
6 Effective February 27, 2017, Class I shares were renamed Class Z and Class S shares were renamed Class I.

 

 

74


 

AMG GW&K High Income Fund
Financial Highlights
For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class N   2020     2019     2018     20171     20162  
Net Asset Value, Beginning of Year   $21.52     $20.04     $21.06     $19.05     $18.18  
Income (loss) from Investment Operations:                              
Net investment income3,4   0.51     0.57     0.69     0.75     0.72  
Net realized and unrealized gain (loss) on investments   2.09     0.98     (1.57 )   1.26     0.15  
Total income (loss) from investment operations   2.60     1.55     (0.88 )   2.01     0.87  
Less Distributions to Shareholders from:                              
Net investment income   (0.48 )   (0.07 )   (0.14 )        
Net realized gain on investments   (1.41 )                
Total distributions to shareholders   (1.89 )   (0.07 )   (0.14 )        
Net Asset Value, End of Year   $22.23     $21.52     $20.04     $21.06     $19.05  
Total Return4,5   12.16 %   7.67 %   (4.18 )%   10.55 %   4.79 %
Ratio of net expenses to average net assets   0.89 %   0.89 %   0.89 %   0.89 %   0.89 %
Ratio of gross expenses to average net assets6   1.70 %   1.87 %   1.52 %   1.39 %   1.46 %
Ratio of net investment income to average net assets4   2.28 %   2.70 %   3.34 %   3.71 %   3.75 %
Portfolio turnover   157 %   52 %   60 %   55 %   34 %
Net assets end of year (000’s) omitted   $10,302     $9,638     $10,365     $14,074     $15,434  
1 Effective February 27, 2017, Class S was renamed Class N.
2 Effective October 1, 2016, the shares were reclassified and redesignated as Class S shares.
3 Per share numbers have been calculated using average shares.
4 Total returns and net investment income would have been lower had certain expenses not been offset.
5 The total return is calculated using the published Net Asset Value as of fiscal year end.
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.)

 

 

75


 

AMG GW&K Municipal Bond Fund
Financial Highlights
For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class N   2020     2019     2018     2017     20161  
Net Asset Value, Beginning of Year   $12.12     $11.48     $11.60     $11.25     $11.70  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.15     0.19     0.17     0.15     0.13  
Net realized and unrealized gain (loss) on investments   0.33     0.64     (0.11 )   0.36     (0.25 )
Total income (loss) from investment operations   0.48     0.83     0.06     0.51     (0.12 )
Less Distributions to Shareholders from:                              
Net investment income   (0.15 )   (0.19 )   (0.18 )   (0.15 )   (0.12 )
Net realized gain on investments           (0.00 )4   (0.01 )   (0.21 )
Total distributions to shareholders   (0.15 )   (0.19 )   (0.18 )   (0.16 )   (0.33 )
Net Asset Value, End of Year   $12.45     $12.12     $11.48     $11.60     $11.25  
Total Return3,5   4.31 %   7.29 %   0.54 %   4.58 %   (1.05 )%
Ratio of net expenses to average net assets   0.71 %   0.71 %   0.71 %   0.71 %   0.71 %
Ratio of gross expenses to average net assets6   0.77 %   0.78 %   0.77 %   0.78 %   0.95 %
Ratio of net investment income to average net assets3   1.25 %   1.59 %   1.53 %   1.31 %   1.08 %
Portfolio turnover   17 %   18 %   35 %   27 %   66 %
Net assets end of year (000’s) omitted   $18,153     $18,711     $17,445     $29,513     $31,406  

 

 

76


 

AMG GW&K Municipal Bond Fund
Financial Highlights
For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class I   2020     2019     2018     20177     20161  
Net Asset Value, Beginning of Year   $12.18     $11.54     $11.66     $11.31     $11.77  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.19     0.23     0.21     0.19     0.17  
Net realized and unrealized gain (loss) on investments   0.34     0.64     (0.12 )   0.36     (0.25 )
Total income (loss) from investment operations   0.53     0.87     0.09     0.55     (0.08 )
Less Distributions to Shareholders from:                              
Net investment income   (0.19 )   (0.23 )   (0.21 )   (0.19 )   (0.17 )
Net realized gain on investments           (0.00 )4   (0.01 )   (0.21 )
Total distributions to shareholders   (0.19 )   (0.23 )   (0.21 )   (0.20 )   (0.38 )
Net Asset Value, End of Year   $12.52     $12.18     $11.54     $11.66     $11.31  
Total Return3,5   4.70 %   7.58 %   0.87 %   4.90 %   (0.70 )%
Ratio of net expenses to average net assets   0.39 %   0.39 %   0.39 %   0.37 %   0.34 %
Ratio of gross expenses to average net assets6   0.45 %   0.46 %   0.45 %   0.45 %   0.58 %
Ratio of net investment income to average net assets3   1.57 %   1.91 %   1.85 %   1.64 %   1.45 %
Portfolio turnover   17 %   18 %   35 %   27 %   66 %
Net assets end of year (000’s) omitted   $1,287,667     $1,014,514     $940,553     $1,045,399     $728,365  

 

1 Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class S and Class I, respectively.
2 Per share numbers have been calculated using average shares.
3 Total returns and net investment income would have been lower had certain expenses not been offset.
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 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 Effective June 23, 2017, Class S shares were converted to Class I shares.

 

 

77


 

 

AMG GW&K Municipal Enhanced Yield Fund
Financial Highlights
For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class N   2020     2019     2018     2017     20161  
Net Asset Value, Beginning of Year   $10.42     $9.69     $10.02     $9.40     $10.08  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.23     0.26     0.27     0.26     0.25  
Net realized and unrealized gain (loss) on investments   0.37     0.78     (0.33 )   0.62     (0.23 )
Total income (loss) from investment operations   0.60     1.04     (0.06 )   0.88     0.02  
Less Distributions to Shareholders from:                              
Net investment income   (0.21 )   (0.25 )   (0.15 )   (0.26 )   (0.25 )
Net realized gain on investments   (0.12 )   (0.06 )           (0.45 )
Paid in capital           (0.12 )        
Total distributions to shareholders   (0.33 )   (0.31 )   (0.27 )   (0.26 )   (0.70 )
Net Asset Value, End of Year   $10.69     $10.42     $9.69     $10.02     $9.40  
Total Return3,4   5.95 %   10.92 %   (0.55 )%   9.51 %   0.10 %
Ratio of net expenses to average net assets   0.99 %   0.99 %   0.99 %   1.01 %   1.14 %
Ratio of gross expenses to average net assets5   1.07 %   1.08 %   1.08 %   1.11 %   1.30 %
Ratio of net investment income to average net assets3   2.17 %   2.56 %   2.79 %   2.67 %   2.38 %
Portfolio turnover   81 %   40 %   89 %   67 %   172 %
Net assets end of year (000’s) omitted   $5,015     $5,722     $7,283     $8,828     $4,184  

 

 

78


 

 

AMG GW&K Municipal Enhanced Yield Fund
Financial Highlights
For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class I   2020     2019     2018     20176     20161  
Net Asset Value, Beginning of Year   $10.15     $9.45     $10.01     $9.40     $10.07  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.25     0.29     0.31     0.30     0.30  
Net realized and unrealized gain (loss) on investments   0.37     0.76     (0.32 )   0.61     (0.22 )
Total income (loss) from investment operations   0.62     1.05     (0.01 )   0.91     0.08  
Less Distributions to Shareholders from:                              
Net investment income   (0.25 )   (0.29 )   (0.31 )   (0.30 )   (0.30 )
Net realized gain on investments   (0.12 )   (0.06 )           (0.45 )
Paid in capital           (0.24 )        
Total distributions to shareholders   (0.37 )   (0.35 )   (0.55 )   (0.30 )   (0.75 )
Net Asset Value, End of Year   $10.40     $10.15     $9.45     $10.01     $9.40  
Total Return3,4   6.31 %   11.28 %   (0.07 )%   9.79 %   0.70 %
Ratio of net expenses to average net assets   0.64 %   0.64 %   0.64 %   0.64 %   0.64 %
Ratio of gross expenses to average net assets5   0.72 %   0.73 %   0.73 %   0.74 %   0.80 %
Ratio of net investment income to average net assets3   2.52 %   2.91 %   3.14 %   3.05 %   2.89 %
Portfolio turnover   81 %   40 %   89 %   67 %   172 %
Net assets end of year (000’s) omitted   $323,439     $273,228     $203,867     $226,638     $195,193  

 

 

79


 

AMG GW&K Municipal Enhanced Yield Fund
Financial Highlights
For a share outstanding throughout each fiscal period

 

 

 

    For the fiscal years ended December 31,   For the fiscal
period ended
December 31,
Class Z   2020     2019     2018     20177  
Net Asset Value, Beginning of Period   $10.15     $9.44     $10.01     $9.49  
Income (loss) from Investment Operations:                        
Net investment income2,3   0.26     0.30     0.31     0.25  
Net realized and unrealized gain (loss) on investments   0.37     0.76     (0.32 )   0.52  
Total income (loss) from investment operations   0.63     1.06     (0.01 )   0.77  
Less Distributions to Shareholders from:                        
Net investment income   (0.26 )   (0.29 )   (0.32 )   (0.25 )
Net realized gain on investments   (0.12 )   (0.06 )        
Paid in capital           (0.24 )    
Total distributions to shareholders   (0.38 )   (0.35 )   (0.56 )   (0.25 )
Net Asset Value, End of Period   $10.40     $10.15     $9.44     $10.01  
Total Return3,4   6.37 %   11.45 %   (0.09 )%   8.23 %8
Ratio of net expenses to average net assets   0.59 %   0.59 %   0.59 %   0.59 %9
Ratio of gross expenses to average net assets5   0.67 %   0.68 %   0.68 %   0.69 %9
Ratio of net investment income to average net assets3   2.57 %   2.96 %   3.19 %   3.07 %9
Portfolio turnover   81 %   40 %   89 %   67 %
Net assets end of period (000’s) omitted   $130     $120     $108     $108  
1 Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class S and Class I, respectively.
2 Per share numbers have been calculated using average shares.
3 Total returns and net investment income would have been lower had certain expenses not been offset.
4 The total return is calculated using the published Net Asset Value as of fiscal year end.
5 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.)
6 Effective June 23, 2017, Class S shares were converted to Class I shares.
7 Commencement of operations was February 27, 2017.
8 Not annualized.
9 Annualized.

 

 

80


 

AMG GW&K Global Allocation Fund
Financial Highlights
For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class N   2020     2019     2018     2017     20161  
Net Asset Value, Beginning of Year   $17.04     $15.45     $17.03     $15.45     $14.92  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.10     0.25     0.18     0.10     0.14 4
Net realized and unrealized gain (loss) on investments   2.93     2.35     (0.67 )   2.30     0.54  
Total income (loss) from investment operations   3.03     2.60     (0.49 )   2.40     0.68  
Less Distributions to Shareholders from:                              
Net investment income   (0.09 )   (0.27 )   (0.16 )   (0.11 )   (0.14 )
Net realized gain on investments   (0.48 )   (0.74 )   (0.93 )   (0.71 )   (0.01 )
Paid in capital   (0.00 )5                
Total distributions to shareholders   (0.57 )   (1.01 )   (1.09 )   (0.82 )   (0.15 )
Net Asset Value, End of Year   $19.50     $17.04     $15.45     $17.03     $15.45  
Total Return3,6   18.92 %   16.96 %   (2.89 )%   15.54 %   4.59 %
Ratio of net expenses to average net assets7   1.07 %   1.08 %   1.08 %   1.09 %   1.08 %
Ratio of gross expenses to average net assets8   1.19 %   1.16 %   1.15 %   1.14 %   1.25 %
Ratio of net investment income to average net assets3   0.60 %   1.51 %   1.02 %   0.63 %   0.94 %
Portfolio turnover   156 %   123 %   80 %   75 %   119 %
Net assets end of year (000’s) omitted   $51,415     $69,774     $75,271     $74,315     $92,502  

 

 

81


 

AMG GW&K Global Allocation Fund
Financial Highlights
For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class I   2020     2019     2018     2017     20161  
Net Asset Value, Beginning of Year   $17.22     $15.60     $17.19     $15.59     $15.05  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.13     0.28     0.21     0.13     0.17 4
Net realized and unrealized gain (loss) on investments   2.95     2.38     (0.68 )   2.31     0.54  
Total income (loss) from investment operations   3.08     2.66     (0.47 )   2.44     0.71  
Less Distributions to Shareholders from:                              
Net investment income   (0.11 )   (0.30 )   (0.19 )   (0.13 )   (0.16 )
Net realized gain on investments   (0.48 )   (0.74 )   (0.93 )   (0.71 )   (0.01 )
Paid in capital   (0.00 )5                
Total distributions to shareholders   (0.59 )   (1.04 )   (1.12 )   (0.84 )   (0.17 )
Net Asset Value, End of Year   $19.71     $17.22     $15.60     $17.19     $15.59  
Total Return3,6   19.08 %   17.17 %   (2.77 )%   15.71 %   4.79 %
Ratio of net expenses to average net assets7   0.92 %   0.93 %   0.92 %   0.94 %   0.93 %
Ratio of gross expenses to average net assets8   1.04 %   1.01 %   0.99 %   0.99 %   1.10 %
Ratio of net investment income to average net assets3   0.75 %   1.66 %   1.18 %   0.78 %   1.09 %
Portfolio turnover   156 %   123 %   80 %   75 %   119 %
Net assets end of year (000’s) omitted   $97,869     $173,575     $166,554     $114,913     $75,890  

 

 

82


 

   
  AMG GW&K Global Allocation Fund 
  Financial Highlights
 

For a share outstanding throughout each fiscal year

 

 

  

  For the fiscal years ended December 31,  
Class Z     2020     2019     2018     2017     20161  
Net Asset Value, Beginning of Year     $17.21     $15.60     $17.19     $15.58     $15.05  
Income (loss) from Investment Operations:                                
Net investment income2,3     0.14     0.30     0.22     0.15     0.18 4 
Net realized and unrealized gain (loss) on investments     2.97     2.37     (0.67 )   2.32     0.54  
Total income (loss) from investment operations     3.11     2.67     (0.45 )   2.47     0.72  
Less Distributions to Shareholders from:                                
Net investment income     (0.13 )   (0.32 )   (0.21 )   (0.15 )   (0.18 )
Net realized gain on investments     (0.48 )   (0.74 )   (0.93 )   (0.71 )   (0.01 )
Paid in capital     (0.00 )5                
Total distributions to shareholders     (0.61 )   (1.06 )   (1.14 )   (0.86 )   (0.19 )
Net Asset Value, End of Year     $19.71     $17.21     $15.60     $17.19     $15.58  
Total Return3,6     19.28 %   17.21 %   (2.68 )%   15.90 %   4.82 %
Ratio of net expenses to average net assets7     0.82 %   0.83 %   0.83 %   0.84 %   0.83 %
Ratio of gross expenses to average net assets8     0.94 %   0.91 %   0.90 %   0.89 %   1.00 %
Ratio of net investment income to average net assets3     0.85 %   1.76 %   1.27 %   0.88 %   1.20 %
Portfolio turnover     156 %   123 %   80 %   75 %   119 %
Net assets end of year (000’s) omitted     $3,733     $8,358     $8,429     $7,060     $5,796  

 

1 Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class I and Class Z, respectively.

2 Per share numbers have been calculated using average shares.

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

4 Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.12, $0.15, and $0.16 for Class N, Class I, and Class Z shares, respectively.

5 Less than $0.005 per share.

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 year ended December 31, 2020, 0.01% for the fiscal years ended December 31, 2019 and 2018, less than 0.01%, 0.01% and 0.01% for the fiscal years ended 2017, 2016 and 2015, 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.)

 

 

 

83


 

 

   
  AMG GW&K Small Cap Core Fund 
  Financial Highlights 
 

For a share outstanding throughout each fiscal year

 

 

 

  For the fiscal years ended December 31,  
Class N     2020     2019     2018     2017     20161  
Net Asset Value, Beginning of Year     $26.09     $21.03     $28.04     $24.57     $21.80  
Income (loss) from Investment Operations:                                
Net investment income (loss)2,3     (0.03 )   (0.04 )   (0.04 )   (0.06 )4   0.00 5,6
Net realized and unrealized gain (loss) on investments     4.64     6.47     (3.95 )   5.06     3.81  
Total income (loss) from investment operations     4.61     6.43     (3.99 )   5.00     3.81  
Less Distributions to Shareholders from:                                
Net realized gain on investments     (0.73 )   (1.37 )   (3.02 )   (1.53 )   (1.04 )
Net Asset Value, End of Year     $29.97     $26.09     $21.03     $28.04     $24.57  
Total Return3,7     17.73 %   30.66 %   (14.08 )%   20.32 %   17.44 %
Ratio of net expenses to average net assets8     1.29 %   1.29 %   1.28 %   1.32 %   1.33 %
Ratio of gross expenses to average net assets9     1.30 %   1.31 %   1.28 %   1.33 %   1.42 %
Ratio of net investment income (loss) to average net assets3     (0.14 )%   (0.15 )%   (0.13 )%   (0.21 )%   0.01 %
Portfolio turnover     37 %   20 %   25 %   23 %   19 %
Net assets end of year (000’s) omitted     $8,667     $10,239     $12,655     $24,989     $35,760  

 

 

 

84


 

 

   
  AMG GW&K Small Cap Core Fund 
  Financial Highlights 
 

For a share outstanding throughout each fiscal year

 

 

 

      For the fiscal years ended December 31,  
Class I     2020     2019     2018     201710     20161  
Net Asset Value, Beginning of Year     $26.57     $21.37     $28.42     $24.84     $22.04  
Income (loss) from Investment Operations:                                
Net investment income2,3     0.05     0.05     0.06     0.07 4   0.10 5
Net realized and unrealized gain (loss) on investments     4.76     6.58     (4.03 )   5.10     3.86  
Total income (loss) from investment operations     4.81     6.63     (3.97 )   5.17     3.96  
Less Distributions to Shareholders from:                                
Net investment income     (0.04 )   (0.06 )   (0.06 )   (0.06 )   (0.10 )
Net realized gain on investments     (0.73 )   (1.37 )   (3.02 )   (1.53 )   (1.06 )
Total distributions to shareholders     (0.77 )   (1.43 )   (3.08 )   (1.59 )   (1.16 )
Net Asset Value, End of Year     $30.61     $26.57     $21.37     $28.42     $24.84  
Total Return3,7     18.16 %   31.13 %   (13.83 )%   20.79 %   17.90 %
Ratio of net expenses to average net assets8     0.94 %   0.94 %   0.95 %   0.95 %   0.94 %
Ratio of gross expenses to average net assets9     0.95 %   0.96 %   0.95 %   0.96 %   1.03 %
Ratio of net investment income to average net assets3     0.21 %   0.20 %   0.20 %   0.24 %   0.43 %
Portfolio turnover     37 %   20 %   25 %   23 %   19 %
Net assets end of year (000’s) omitted     $470,373     $331,703     $311,252     $403,309     $367,972  

 

 

 

85


 

 

   
  AMG GW&K Small Cap Core Fund 
  Financial Highlights 
 

For a share outstanding throughout each fiscal period

 

 

 

      For the fiscal years ended December 31,    

For the fiscal

period ended

December 31,

 

Class Z     2020     2019     2018     201711  
Net Asset Value, Beginning of Period     $26.57     $21.37     $28.42     $26.13  
Income (loss) from Investment Operations:                          
Net investment income2,3     0.07     0.06     0.07     0.14 4
Net realized and unrealized gain (loss) on investments     4.75     6.59     (4.03 )   3.75  
Total income (loss) from investment operations     4.82     6.65     (3.96 )   3.89  
Less Distributions to Shareholders from:                          
Net investment income     (0.05 )   (0.08 )   (0.07 )   (0.07 )
Net realized gain on investments     (0.73 )   (1.37 )   (3.02 )   (1.53 )
Total distributions to shareholders     (0.78 )   (1.45 )   (3.09 )   (1.60 )
Net Asset Value, End of Period     $30.61     $26.57     $21.37     $28.42  
Total Return3,7     18.21 %   31.13 %   (13.73 )%   14.87 %12
Ratio of net expenses to average net assets8     0.89 %   0.89 %   0.90 %   0.90 %13
Ratio of gross expenses to average net assets9     0.90 %   0.91 %   0.90 %   0.91 %13
Ratio of net investment income to average net assets3     0.26 %   0.25 %   0.25 %   0.56 %13
Portfolio turnover     37 %   20 %   25 %   23 %
Net assets end of period (000’s) omitted     $125,848     $110,020     $85,009     $108,047  

 

1 Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class S and Class I, respectively.

2 Per share numbers have been calculated using average shares.

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

4 Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.12), $0.01, and $0.09 for Class N, Class I and Class Z shares, respectively.

5 Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.06) and $0.04 for class N and Class I, respectively.

6 Less than $0.005 per share.

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

8 Includes reduction from broker recapture amounting to 0.01% for the fiscal year ended 2020, 2019, less than 0.01% for the fiscal year ended 2018 and period ended December 31, 2017.

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.)

10 Effective June 23, 2017, Class S shares were converted to Class I shares.

11 Commencement of operations was on February 27, 2017.

12 Not annualized.

13 Annualized.

 

 

 

86


 

 

   
  AMG GW&K Small/Mid Cap Fund 
  Financial Highlights 
 

For a share outstanding throughout each fiscal period

 

 

 

      For the fiscal years ended December 31,    

For the fiscal 

period ended 

December 31,

 

Class N     2020     2019     2018     20171  
Net Asset Value, Beginning of Period     $13.03     $9.99     $11.15     $10.35  
Income (loss) from Investment Operations:                          
Net investment income (loss)2,3     (0.01 )   0.00 4   (0.01 )   0.01 5 
Net realized and unrealized gain (loss) on investments     3.02     3.07     (0.91 )   0.94  
Total income (loss) from investment operations     3.01     3.07     (0.92 )   0.95  
Less Distributions to Shareholders from:                          
Net investment income         (0.01 )        
Net realized gain on investments         (0.02 )   (0.24 )   (0.15 )
Total distributions to shareholders         (0.03 )   (0.24 )   (0.15 )
Net Asset Value, End of Period     $16.04     $13.03     $9.99     $11.15  
Total Return3,6     23.10 %   30.64 %   (8.25 )%   9.17 %7
Ratio of net expenses to average net assets8     1.10 %   1.09 %   1.09 %   1.10 %9
Ratio of gross expenses to average net assets10     1.13 %   1.14 %   1.16 %   1.71 %9
Ratio of net investment income (loss) to average net assets3     (0.07 )%   0.02 %   (0.09 )%   0.12 %9
Portfolio turnover     29 %   18 %   53 %   38 %
Net assets end of period (000’s) omitted     $224     $172     $89     $11  

 

 

 

87


 

 

  AMG GW&K Small/Mid Cap Fund
  Financial Highlights
  For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class I   2020   2019   2018   2017   201611  
Net Asset Value, Beginning of Year     $13.04     $9.99     $11.15     $9.80     $8.95  
Income (loss) from Investment Operations:                                
Net investment income (loss)2,3     0.01     0.02     0.01     0.035     (0.03 )
Net realized and unrealized gain (loss) on investments     3.03     3.07     (0.92 )   1.48     0.89  
Total income (loss) from investment operations     3.04     3.09     (0.91 )   1.51     0.86  
Less Distributions to Shareholders from:                                
Net investment income     (0.02 )   (0.02 )   (0.01 )   (0.01 )   (0.01 )
Net realized gain on investments         (0.02 )   (0.24 )   (0.15 )    
Total distributions to shareholders     (0.02 )   (0.04 )   (0.25 )   (0.16 )   (0.01 )
Net Asset Value, End of Year     $16.06     $13.04     $9.99     $11.15     $9.80  
Total Return3,6     23.31 %   30.86 %   (8.15 )%   15.44 %   9.55 %
Ratio of net expenses to average net assets8     0.92 %   0.94 %   0.94 %   0.94 %   0.95 %
Ratio of gross expenses to average net assets10     0.95 %   0.99 %   1.01 %   1.62 %   4.60 %
Ratio of net investment income (loss) to average net assets3     0.11 %   0.17 %   0.06 %   0.26 %   (0.38 )%
Portfolio turnover     29 %   18 %   53 %   38 %   48 %
Net assets end of year (000’s) omitted     $165,840     $102,784     $54,376     $24,266     $2  

 

 

 

88


 

 

  AMG GW&K Small/Mid Cap Fund
  Financial Highlights
  For a share outstanding throughout each fiscal period

 

 

 

    For the fiscal years ended December 31,   For the fiscal
period ended
December 31,
 
Class Z     2020     2019     2018     20171  
Net Asset Value, Beginning of Period     $13.05     $10.00     $11.15     $10.35  
Income (loss) from Investment Operations:                          
Net investment income2,3     0.02     0.03     0.02     0.03 5
Net realized and unrealized gain (loss) on investments     3.03     3.07     (0.91 )   0.94  
Total income (loss) from investment operations     3.05     3.10     (0.89 )   0.97  
Less Distributions to Shareholders from:                          
Net investment income     (0.03 )   (0.03 )   (0.02 )   (0.02 )
Net realized gain on investments         (0.02 )   (0.24 )   (0.15 )
Total distributions to shareholders     (0.03 )   (0.05 )   (0.26 )   (0.17 )
Net Asset Value, End of Period     $16.07     $13.05     $10.00     $11.15  
Total Return3,6     23.37 %   30.94 %   (7.98 )%   9.34 %7
Ratio of net expenses to average net assets8     0.83 %   0.84 %   0.84 %   0.85 %9
Ratio of gross expenses to average net assets10     0.86 %   0.89 %   0.91 %   1.46 %9
Ratio of net investment income to average net assets3     0.19 %   0.27 %   0.16 %   0.37 %9
Portfolio turnover     29 %   18 %   53 %   38 %
Net assets end of period (000’s) omitted     $104,705     $95,884     $65,375     $6,980  

 

1 Commencement of operations was on February 27, 2017.

2 Per share numbers have been calculated using average shares.

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

4 Less than $0.005 per share.

5 Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.01), $0.00, and $0.01 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 Not annualized.

8 Includes reduction from broker recapture amounting to 0.01% for the fiscal year ended 2020, 2019, 2018, and less than 0.01% for the fiscal year ended 2017.

9 Annualized.

10 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.)

11 Effective October 1, 2016, Institutional Class was renamed Class I.

 

 

 

89


 

 

  AMG GW&K Small Cap Value Fund
  Financial Highlights
  For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class N     2020     2019     2018     20171     20162  
Net Asset Value, Beginning of Year     $37.16     $30.93     $43.98     $43.30     $35.71  
Income (loss) from Investment Operations:                                
Net investment income (loss)3,4     0.08     0.07     (0.01 )   (0.08 )   (0.01 )
Net realized and unrealized gain (loss) on investments     1.00     8.79     (8.40 )   3.73     7.61  
Total income (loss) from investment operations     1.08     8.86     (8.41 )   3.65     7.60  
Less Distributions to Shareholders from:                                
Net investment income     (0.08 )   (0.09 )            
Net realized gain on investments     (11.45 )   (2.54 )   (4.64 )   (2.97 )   (0.01 )
Total distributions to shareholders     (11.53 )   (2.63 )   (4.64 )   (2.97 )   (0.01 )
Net Asset Value, End of Year     $26.71     $37.16     $30.93     $43.98     $43.30  
Total Return4,5     3.29 %   28.64 %   (19.00 )%   8.39 %   21.31 %
Ratio of net expenses to average net assets     1.17 %   1.17 %   1.17 %   1.25 %   1.32 %
Ratio of gross expenses to average net assets6     1.21 %   1.20 %   1.18 %   1.27 %   1.42 %
Ratio of net investment income (loss) to average net assets4     0.28 %   0.19 %   (0.03 )%   (0.18 ) %   (0.03 )%
Portfolio turnover     115 %   20 %   24 %   33 %   34 %
Net assets end of year (000’s) omitted     $243,655     $359,550     $425,540     $923,139     $1,502,587  

 

 

 

90


 

 

  AMG GW&K Small Cap Value Fund
  Financial Highlights
  For a share outstanding throughout each fiscal period

 

 

 

    For the fiscal years ended December 31,     For the fiscal
period ended
December 31,
 
Class I     2020     2019     2018     20177  
Net Asset Value, Beginning of Period     $37.23     $31.05     $44.06     $43.64  
Income (loss) from Investment Operations:                          
Net investment income3,4     0.14     0.13     0.06     0.02  
Net realized and unrealized gain (loss) on investments     1.02     8.83     (8.43 )   3.37  
Total income (loss) from investment operations     1.16     8.96     (8.37 )   3.39  
Less Distributions to Shareholders from:                          
Net investment income     (0.15 )   (0.24 )        
Net realized gain on investments     (11.45 )   (2.54 )   (4.64 )   (2.97 )
Total distributions to shareholders     (11.60 )   (2.78 )   (4.64 )   (2.97 )
Net Asset Value, End of Period     $26.79     $37.23     $31.05     $44.06  
Total Return4,5     3.50 %   28.86 %   (18.88 )%   7.73 %8
Ratio of net expenses to average net assets     0.99 %   1.01 %   1.01 %   1.13 %9
Ratio of gross expenses to average net assets6     1.03 %   1.04 %   1.02 %   1.15 %9
Ratio of net investment income to average net assets4     0.46 %   0.35 %   0.13 %   0.06 %9
Portfolio turnover     115 %   20 %   24 %   33 %
Net assets end of period (000’s) omitted     $83,003     $122,323     $306,757     $362,723  

 

 

 

91


 

 

  AMG GW&K Small Cap Value Fund
  Financial Highlights
  For a share outstanding throughout each fiscal period

 

 

 

    For the fiscal years ended December 31,     For the fiscal
period ended
December 31,
 
Class Z     2020     2019     2018     20177  
Net Asset Value, Beginning of Period     $37.16     $31.10     $44.08     $43.64  
Income (loss) from Investment Operations:                          
Net investment income3,4     0.16     0.16     0.10     0.08  
Net realized and unrealized gain (loss) on investments     1.02     8.84     (8.44 )   3.33  
Total income (loss) from investment operations     1.18     9.00     (8.34 )   3.41  
Less Distributions to Shareholders from:                          
Net investment income     (0.17 )   (0.40 )        
Net realized gain on investments     (11.45 )   (2.54 )   (4.64 )   (2.97 )
Total distributions to shareholders     (11.62 )   (2.94 )   (4.64 )   (2.97 )
Net Asset Value, End of Period     $26.72     $37.16     $31.10     $44.08  
Total Return4,5     3.57 %   28.94 %   (18.80 )%   7.78 %8
Ratio of net expenses to average net assets     0.92 %   0.92 %   0.92 %   0.98 %9
Ratio of gross expenses to average net assets6     0.96 %   0.95 %   0.93 %   1.00 %9
Ratio of net investment income to average net assets4     0.53 %   0.44 %   0.22 %   0.21 %9
Portfolio turnover     115 %   20 %   24 %   33 %
Net assets end of period (000’s) omitted     $10,481     $11,815     $16,969     $9,929  

 

1 Effective February 27, 2017, Class S was renamed Class N.

2 Effective October 1, 2016, the Fund’s shares were reclassified and redesignated to Class S.

3 Per share numbers have been calculated using average shares.

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

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

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 Commencement of operations was on February 27, 2017.

8 Not annualized.

9 Annualized.

 

 

 

92


 

 

 
Notes to Financial Statements
December 31, 2020

 

   

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

AMG Funds, AMG Funds II and AMG Funds III (the “Trusts”) are open-end management investment companies, organized as Massachusetts business trusts, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trusts consist of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Funds: AMG GW&K Municipal Bond Fund (“Municipal Bond”), AMG GW&K Municipal Enhanced Yield Fund (“Municipal Enhanced”), AMG GW&K Small Cap Core Fund (“Small Cap Core”), AMG GW&K Small/Mid Cap Fund (“Small/Mid Cap”), AMG GW&K Small Cap Value (“Small Cap Value”) (formerly AMG Managers Skyline Special Equities Fund), AMG Funds II: AMG GW&K Global Allocation Fund (“Global Allocation”) (formerly AMG Chicago Equity Partners Balanced Fund), and AMG GW&K Enhanced Core Bond ESG Fund (“Enhanced Core Bond ESG”) and AMG Funds III: AMG GW&K High Income Fund (“High Income”) (formerly AMG Managers Global Income Opportunity Fund), each a “Fund” and collectively, the “Funds”.

 

Each Fund offers different classes of shares. All Funds offer Class N shares; all Funds except for High Income offer Class I shares; and all Funds except for High Income and Muni Bond offer Class Z shares. Effective May 31, 2019, Enhanced Core Bond ESG Class C shares were converted to Class N 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.

 

Effective April 17, 2020, the Board replaced Chicago Equity Partners, LLC as subadviser to Global Allocation with GW&K Investment Management, LLC, (“GW&K”) on an interim basis. Subsequently, effective June 19, 2020, shareholders of Global Allocation approved GW&K as the permanent subadviser to Global Allocation. On December 3, 2020, the Board approved GW&K as the subadviser to High Income and Small Cap Value on an interim basis to replace Loomis, Sayles & Company, L.P. and Skyline Asset Management, L.P., respectively. GW&K became the interim subadviser on December 4, 2020, which is subject to shareholder approval. In conjunction with the respective change in investment strategy for Global Allocation, Small Cap Value and High Income, the Funds sold substantially all open positions around the date of the subadviser change, including open futures contracts and forward foreign exchange contracts for High Income.

 

On October 8, 2020, the Board proposed a merger between GW&K Mid Cap Fund and AMG GW&K Small/Mid Cap Fund, which is subject to shareholder approval.

 

Market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty exists as to the long-term implications. Such disruptions can adversely affect assets of the Funds and thus Fund performance.

 

Certain instruments held by a Fund may pay an interest rate based on the London Interbank Offered Rate (“LIBOR”), which is the offered rate for short-term loans between certain major international banks. LIBOR is expected to be phased out by the end of 2021. While the effect of the phase out cannot yet be determined, it may result in, among other things, increased volatility or illiquidity in markets for instruments based on LIBOR and changes in the value of some LIBOR-based investments or the effectiveness of new hedges placed against existing LIBOR-based investments. These effects could occur prior to the end of 2021. There

also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments. All of the aforementioned may adversely affect a Fund’s performance or net asset value.

 

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

 

a. VALUATION OF INVESTMENTS

 

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

 

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

 

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

 

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

 

The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees



 

 

93


 

  

 

Notes to Financial Statements (continued)

 

   

 

of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (the “Investment Manager”) are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trusts’ securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

 

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

 

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in 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 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, swaps, 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. Upon notification from issuers, distributions received from a real estate investment trust (REIT) may be redesignated as a reduction of cost of investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trusts and other trusts 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.

 

Global Allocation, Small Cap Core and Small/Mid Cap 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 December 31, 2020, the impact on the expenses and expense ratios were as follows: Global Allocation $4,875 or less than 0.01%, Small Cap Core $36,922 or 0.01%, and Small/Mid Cap $10,121 or 0.01%.

 

d. DIVIDENDS AND DISTRIBUTIONS

 

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December. 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



 

 

94


 

 

 

Notes to Financial Statements (continued)

 

   

 

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 the equalization utilized

and prior year true-up on REITs. Temporary differences are primarily due to the deferral of qualified late year losses, wash sales loss deferrals, capital loss carryovers and market-to-market of foreign currency.



The tax character of distributions paid during the fiscal years ended December 31, 2020 and December 31, 2019 were as follows:

 

    Enhanced Core Bond ESG   High Income   Municipal Bond
Distributions paid from:   2020   2019   2020   2019   2020   2019
Ordinary income *   $815,592     $926,765     $364,445     $29,806     $154,232     $659,218  
Tax-exempt income                   18,075,720     18,092,868  
Long-term capital gains           460,580         3,524,571      
Paid-in capital                        
    $815,592     $926,765     $825,025     $29,806     $21,754,523     $18,752,086  

 

    Municipal Enhanced   Global Allocation   Small Cap Core
Distributions paid from:   2020   2019   2020   2019   2020   2019
Ordinary income *   $1,182,108     $766,280     $1,199,737     $4,414,354     $4,358,429     $994,828  
Tax-exempt income   7,549,526     7,002,372                  
Long-term capital gains   2,730,802     1,129,412     4,990,089     10,472,587     10,672,469     22,550,089  
Paid-in capital           38,843              
    $11,462,436     $8,898,064     $6,228,669     $14,886,941     $15,030,898     $23,544,917  

 

    Small/Mid Cap   Small Cap Value
Distributions paid from:   2020   2019   2020   2019
Ordinary income *   $357,747     $326,001     $6,081,044     $1,715,345  
Long-term capital gains   23,549     239,704     108,470,196     32,040,044  
    $381,296     $565,705     $114,551,240     $33,755,389  

 

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

 

 

 

95


 

 

 

Notes to Financial Statements (continued)

 

   

 

As of December 31, 2020, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

    Enhanced Core Bond ESG   High Income   Municipal Bond   Municipal Enhanced  
Capital loss carryforward     $3,427,805              
Undistributed ordinary income     11,756         $350,964     $306,625  
Undistributed tax-exempt income             25,252     10,701  
Undistributed long-term capital gains             500,029     621,794  
Late-year loss deferral         $53,756          
         
    Global Allocation   Small Cap Core   Small/Mid Cap   Small Cap Value  
Capital loss carryforward     $1,215,727         $646,338      
Undistributed ordinary income         $4,437,440         $97,383  
Undistributed tax-exempt income                  
Undistributed long-term capital gains         8,663,042     3,928,875     4,511,398  
Late-year loss deferral     1,883              

 

At December 31, 2020, 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)
Enhanced Core Bond ESG   $53,290,336     $2,812,569     $(19,102 )   $2,793,467  
High Income   9,978,707     18,149     (28,260 )   (10,111 )
Municipal Bond   1,228,526,486     77,219,847     (39,579 )   77,180,268  
Municipal Enhanced   298,430,376     24,488,017     (22,470 )   24,465,547  
Global Allocation   115,065,538     37,000,374     (435,714 )   36,564,660  
Small Cap Core   428,484,140     174,968,837     (6,968,326 )   168,000,511  
Small/Mid Cap   194,495,162     76,587,922     (5,470,523 )   71,117,399  
Small Cap Value   317,868,065     17,643,160     (3,292,282 )   14,350,878  

 

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. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

 

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

 

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2020, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, Management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

 

As of December 31, 2020, 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.

 

    Capital Loss
Carryover Amounts
     
               
Fund   Short-Term   Long-Term   Total  
Enhanced Core Bond ESG     1,167,553     2,260,252     3,427,805  
Global Allocation     1,215,727         1,215,727  
Small/Mid Cap*         646,338     646,338  

 

* Amounts may be limited due to sections 381-384 of the Internal Revenue Code. 



 

 

96


 

 

 

Notes to Financial Statements (continued)

 

   

 

As of December 31, 2020, High Income, Municipal Bond, Municipal Enhanced, Global Allocation, Small Cap Core and Small Cap Value had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Funds incur net capital losses for the year ending December 31, 2021, such amounts may be used to offset future realized capital gains, for an unlimited time period.

 

For the fiscal year ended December 31, 2020, the following Funds utilized capital loss carryovers as follows:

 

    Capital Loss
Carryover Utilized
 
Fund   Short-Term   Long-Term  
Enhanced Core Bond ESG     $346,462     $502,937  
Small/Mid Cap     499,380     639,229  
High Income     319,209     601  


g. CAPITAL STOCK

 

The Trust’s Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. For the fiscal year ended December 31, 2019, Small Cap Core transferred securities and cash to certain shareholders in connection with redemptions in-kind transactions in the amount of $47,933,644. For the purposes of U.S. GAAP, the transactions were treated as a sale of securities and the resulting gain or loss was recognized based on the market value of the securities on the date of the transfer. For tax purposes, no gains or losses were recognized.

 

For the fiscal years ended December 31, 2020 and December 31, 2019, the capital stock transactions by class for the Funds were as follows:

 

    Enhanced Core Bond ESG   High Income
    December 31, 2020   December 31, 2019   December 31, 2020   December 31, 2019
    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount
Class N:                                                
Proceeds from sale of shares   325,128     $3,475,322     385,161     $3,841,569     122,058     $2,754,401     47,899     $1,005,926  
Reinvestment of distributions   20,814     219,293     30,307     301,677     36,046     798,071     1,347     28,845  
Cost of shares repurchased   (352,412 )   (3,703,576 )   (514,970 )   (5,145,719 )   (142,591 )   (3,100,201 )   (118,585 )   (2,450,499 )
Share Conversion           190,000     1,871,729                  
Net increase (decrease)   (6,470 )   $(8,961 )   90,498     $869,256     15,513     $452,271     (69,339 )   $(1,415,728 )
Class I:                                                
Proceeds from sale of shares   1,930,056     $20,740,872     442,100     $4,378,909                  
Reinvestment of distributions   28,452     303,557     16,552     165,239                  
Cost of shares repurchased   (250,872 )   (2,616,750 )   (254,280 )   (2,503,281 )                
Net increase   1,707,636     $18,427,679     204,372     $2,040,867                  
Class C:1                                                
Proceeds from sale of shares           81     $779                  
Reinvestment of distributions           1,516     14,667                  
Cost of shares repurchased           (52,291 )   (505,697 )                
Share Conversion           (190,108 )   (1,871,729 )                
Net decrease           (240,802 )   $(2,361,980 )                
Class Z:                                                
Proceeds from sale of shares   325,068     $3,463,674     141,124     $1,392,522                  
Reinvestment of distributions   20,445     216,232     26,209     260,974                  
Cost of shares repurchased   (278,702 )   (2,935,192 )   (789,299 )   (7,834,838 )                
Net increase (decrease)   66,811     $744,714     (621,966 )   $(6,181,342 )                

 

 

 

97


 

 

 

Notes to Financial Statements (continued)

 

   

 

    Municipal Bond   Municipal Enhanced
   

December 31, 2020

 

December 31, 2019

 

December 31, 2020

 

December 31, 2019

    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount
Class N:                                                
Proceeds from sale of shares   841,918     $10,312,713     587,077     $6,987,998     1,891,900     $19,211,900     1,153,398     $11,800,890  
Reinvestment of distributions   22,319     274,465     25,450     304,213     17,895     186,782     19,060     194,890  
Cost of shares repurchased   (950,262 )   (11,578,005 )   (588,678 )   (7,045,640 )   (1,989,572 )   (20,374,161 )   (1,375,096 )   (14,098,046 )
Net increase (decrease)   (86,025 )   $(990,827 )   23,849     $246,571     (79,777 )   $(975,479 )   (202,638 )   $(2,102,266 )
Class I:                                                
Proceeds from sale of shares   50,063,425     $614,578,625     25,467,262     $305,694,822     11,477,762     $114,640,533     8,484,080     $84,587,165  
Reinvestment of distributions   1,402,065     17,349,323     1,156,277     13,901,387     570,856     5,821,974     459,497     4,602,583  
Cost of shares repurchased   (31,883,833 )   (389,584,617 )   (24,889,281 )   (298,253,997 )   (7,868,907 )   (78,826,067 )   (3,603,519 )   (35,740,786 )
Net increase   19,581,657     $242,343,331     1,734,258     $21,342,212     4,179,711     $41,636,440     5,340,058     $53,448,962  
Class Z:                                                
Proceeds from sale of shares                   146     $1,500          
Reinvestment of distributions                   455     4,635     418     $4,178  
Net increase                   601     $6,135     418     $4,178  

 

    Global Allocation   Small Cap Core
   

December 31, 2020

 

December 31, 2019

 

December 31, 2020

 

December 31, 2019

    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount
Class N:                                                
Proceeds from sale of shares   359,114     $6,076,127     755,483     $12,585,390     81,195     $1,849,925     37,380     $923,528  
Reinvestment of distributions   114,659     1,674,037     219,225     3,700,415     7,028     206,122     20,023     515,592  
Cost of shares repurchased   (1,932,600 )   (31,474,792 )   (1,751,239 )   (29,287,443 )   (191,533 )   (4,505,002 )   (266,629 )   (6,460,696 )
Net decrease   (1,458,827 )   $(23,724,628 )   (776,531 )   $(13,001,638 )   (103,310 )   $(2,448,955 )   (209,226 )   $(5,021,576 )
Class I:                                                
Proceeds from sale of shares   2,038,932     $33,784,181     2,971,394     $49,904,550     6,647,636     $153,200,697     2,631,723     $65,737,211  
Reinvestment of distributions   112,082     1,651,265     320,513     5,466,578     348,162     10,423,972     614,371     16,108,801  
Cost of shares repurchased   (7,267,874 )   (114,947,733 )   (3,884,175 )   (66,016,224 )   (4,112,470 )   (96,834,817 )   (5,324,375 )   (130,505,862 )2
Net increase (decrease)   (5,116,860 )   $(79,512,287 )   (592,268 )   $(10,645,096 )   2,883,328     $66,789,852     (2,078,281 )   $(48,659,850 )
Class Z:                                                
Proceeds from sale of shares   85,028     $1,346,330     55,790     $947,599     222,490     $5,627,757     355,072     $9,136,099  
Reinvestment of distributions   14,496     214,292     28,546     486,627     104,205     3,120,958     216,732     5,682,701  
Cost of shares repurchased   (395,703 )   (6,255,591 )   (139,084 )   (2,358,411 )   (356,478 )   (8,924,122 )   (408,010 )   (10,367,264 )
Net increase (decrease)   (296,179 )   $(4,694,969 )   (54,748 )   $(924,185 )   (29,783 )   $(175,407 )   163,794     $4,451,536  
                                                 
 

98


 

 

 

Notes to Financial Statements (continued)

 

   

                 
    Small/Mid Cap   Small Cap Value
   

December 31, 2020

 

December 31, 2019

 

December 31, 2020

 

December 31, 2019

    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount
Class N:                                                
Proceeds from sale of shares   727     $10,000     4,335     $52,000     874,807     $25,658,252     1,057,605     $37,582,901  
Reinvestment of distributions           22     280     2,953,511     77,884,081     651,093     24,090,437  
Cost of shares repurchased                   (4,383,180 )   (125,831,759 )   (5,790,451 )   (205,246,902 )
Net increase (decrease)   727     $10,000     4,357     $52,280     (554,862 )   $(22,289,426 )   (4,081,753 )   $(143,573,564 )
Class I:                                                
Proceeds from sale of shares   4,771,671     $58,055,212     3,410,892     $38,761,509     669,037     $19,414,296     2,028,039     $69,243,080  
Reinvestment of distributions   11,292     178,297     17,872     230,903     1,212,187     32,050,234     230,009     8,526,416  
Cost of shares repurchased   (2,334,832 )   (26,093,366 )   (989,978 )   (11,582,617 )   (2,068,313 )   (58,336,031 )   (8,850,520 )   (318,805,182 )
Net increase (decrease)   2,448,131     $32,140,143     2,438,786     $27,409,795     (187,089 )   $(6,871,501 )   (6,592,472 )   $(241,035,686 )
Class Z:                                                
Proceeds from sale of shares   740,790     $9,664,314     2,176,455     $26,780,755     34,276     $1,038,772     92,524     $3,363,298  
Reinvestment of distributions   11,828     187,001     24,497     316,750     120,519     3,178,096     21,334     789,359  
Cost of shares repurchased   (1,583,660 )   (19,896,793 )   (1,393,119 )   (16,331,573 )   (80,517 )   (2,507,706 )   (341,573 )   (12,296,912 )
Net increase (decrease)   (831,042 )   $(10,045,478 )   807,833     $10,765,932     74,278     $1,709,162     (227,715 )   $(8,144,255 )
                                                 
1 Effective May 31, 2019, Class C shares were converted into Class N shares.

 

2 Includes redemption in-kind in the amount of $47,933,644.

 

At December 31, 2020, certain unaffiliated shareholders of record, individually or collectively held greater than 10% of the net assets of the Funds as follows: Small/Mid Cap - two own 36%. Transactions by this shareholder may have a material impact on the Fund.

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

 

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

At December 31, 2020, the market value of Repurchase Agreements outstanding for Enhanced Core Bond ESG, Global Allocation, and Small Cap Core were $2,379,186, $2,576,545, and $674,281, 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.



 

 

99


 

 

 

Notes to Financial Statements (continued)

 

   

 

j. DELAYED DELIVERY TRANSACTIONS AND WHEN-ISSUED SECURITIES

 

The Funds (except Small Cap Value) may enter into securities transactions on a delayed delivery or when issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in 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. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

 

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

 

For each of the Funds, the Trusts have entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by 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 December 31, 2020, the Funds’ investment management fees were paid at the following annual rates of each Fund’s respective average daily net assets:

 

Enhanced Core Bond ESG 0.30%
High Income 0.39%1
Municipal Bond  
on first $25 million 0.35%
on next $25 million 0.30%
on next $50 million 0.25%
on balance over $100 million 0.20%
Municipal Enhanced 0.45%
Global Allocation 0.60%
Small Cap Core 0.70%
Small/Mid Cap 0.62%2
Small Cap Value 0.70%3

 

1 Prior to December 4, 2020, the annual rate for the investment management fees for High Income was 0.55% of the Fund’s average daily net assets.
2 Prior to October 8, 2020, the annual rate for the investment management fees for Small Mid/Cap was 0.65% of the Fund’s average daily net assets.

 

 

3 Prior to December 4, 2020, the annual rate for the investment management fees for Small Cap Value was 0.73% of the Fund’s average daily net assets.

 

The Investment Manager has contractually agreed, through at least May 1, 2021 for Enhanced Core Bond ESG, Municipal Bond, Municipal Enhanced, and Small Cap Core and through at least May 1, 2022 for High Income, Global Allocation, Small/Mid Cap, and Small Cap Value , 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 Enhanced Core Bond ESG, High Income, Municipal Bond, Municipal Enhanced, Global Allocation, Small Cap Core, Small/Mid Cap and Small Cap Value to the annual rate of 0.48%. 0.59%, 0.34%, 0.59%, 0.81%, 0.90%, 0.82% and 0.90%, 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. Prior to April 17, 2020, Global Allocation expense limitation was 0.84%. Prior to October 8, 2020, Small/Mid Cap expense limitation was 0.85%. Prior to December 4, 2020, High Income and Small Cap Value expense limitation was 0.89% and 0.92%, respectively.

 

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.

 

At December 31, 2020, the Funds’ expiration of reimbursements subject to recoupment is as follows:

 

Expiration
Period
  Enhanced Core Bond ESG   High Income   Municipal Bond  
Less than 1 year   $110,054   $81,291   $604,775  
1-2 years     153,359     94,471     651,229  
2-3 years     135,792     75,430     704,935  
Total   $399,205   $251,192   $1,960,939  

 


 

100


 

 

 

Notes to Financial Statements (continued)

 

   

 

Expiration
Period
  Municipal Enhanced   Global Allocation   Small Cap Core  
Less than 1 year   $186,327   $132,068   $3,686  
1-2 years     220,347     179,640     48,563  
2-3 years     242,883     203,900     29,131  
Total   $649,557   $515,608   $81,380  

 

Expiration
Period
  Small/Mid Cap   Small Cap Value  
Less than 1 year   $67,647   $147,194  
1-2 years     68,437     165,098  
2-3 years     48,533     144,468  
Total   $184,617   $456,760  

 

The Trusts, on behalf of the Funds, have entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund. 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, 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, except High Income and Small Cap Value, 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 authorized payments to the Distributor up to 0.25% annually of each Fund’s, except High Income and Small Cap Value, average daily net assets attributable to the Class N shares. The portion of payments made under the plan by Class N shares of each Fund, except High Income and Small Cap Value, for shareholder servicing may not exceed an annual rate of 0.25% of the average daily net asset value of each Fund’s shares of that class owned by clients of such broker, dealer or financial intermediary.

 

For Enhanced Core Bond ESG’s and Global Allocation’s Class I shares, for High Income’s Class N shares, and for each of the Class N and Class I shares of Municipal Bond, Municipal Enhanced, Small Cap Core, Small/Mid Cap, and Small Cap Value, 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 December 31, 2020, were as follows:

 

Fund Maximum Annual
Amount
Approved
Actual
Amount
Incurred
Enhanced Core Bond ESG    
Class I 0.10% 0.07%
High Income    
Class N1 0.25% 0.02%
Municipal Bond    
Class N 0.15% 0.12%
Class I 0.05% 0.05%
Municipal Enhanced    
Class N 0.15% 0.15%
Class I 0.05% 0.05%
Global Allocation    
Class I 0.10% 0.10%
Small Cap Core    
Class N 0.15% 0.15%
Class I 0.05% 0.05%
Small/Mid Cap    
Class N2 0.00% 0.02%
Class I2 0.05% 0.09%
Small Cap Value    
Class N 0.25% 0.25%
Class I3 0.05% 0.07%

 

1 Prior to December 4, 2020, Class N shares did not incur shareholder servicing fees.

2 Prior to October 8, 2020, the maximum annual amount approved was 0.15% and 0.10% for Class N and Class I shares, respectively.

3 Prior to December 4, 2020, the maximum annual amount approved was 0.15%.

 

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. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.


 

 

101


 

 

 

Notes to Financial Statements (continued)

 

   

 

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds Family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and miscellaneous expense, respectively. At December 31, 2020, the Funds had no interfund loans outstanding.

 

The following Funds utilized the interfund loan program during the fiscal year ended December 31, 2020 as follows:

 

Fund   Average
Lent
  Number
of Days
  Interest
Earned
  Average
Interest Rate
 
Municipal Bond     $3,082,989     11     $886     0.954 %
Municipal Enhanced     634,261     4     95     1.368 %
Global Allocation     870,308     7     160     0.958 %
Small Cap Core     3,532,151     3     270     0.930 %
Small Cap Value     2,450,140     3     195     0.970 %

 

Fund   Average
Borrowed
  Number
of Days
  Interest
Paid
  Average
Interest Rate
 
Municipal Bond     $5,585,478     1     $149     0.973 %
Municipal Enhanced     3,275,164     1     87     0.966 %
Global Allocation     6,270,940     12     1,922     0.932 %
Small Cap Value     2,999,209     5     397     0.969 %

 

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 December 31, 2020, were as follows:

 

    Long Term Securities  
Fund   Purchases   Sales  
Enhanced Core Bond ESG     $46,147,869     $32,483,408  
High Income     13,077,053     11,381,214  
Municipal Bond     409,245,901     175,656,653  
Municipal Enhanced     268,251,547     237,830,937  
Global Allocation     218,809,112     296,265,282  
Small Cap Core     216,932,036     168,486,521  
Small/Mid Cap     82,358,532     58,939,579  
Small Cap Value     390,783,833     512,708,533  

 

Purchases and sales of U.S. Government Obligations for the fiscal year ended December 31, 2020 were as follows:

 

    U.S. Government Obligations  
Fund   Purchases   Sales  
Enhanced Core Bond ESG     $13,400,002     $8,540,454  
High Income     775,043     2,716,015  
Global Allocation     39,618,584     75,575,338  

 

4. PORTFOLIO SECURITIES LOANED

 

The Funds participate in the 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 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 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 that 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 December 31, 2020, were as follows:

 

Fund   Securities
Loaned
  Cash
Collateral
Received
  Securities
Collateral
Received
  Total
Collateral
Received
 
Enhanced Core Bond ESG     $2,928,951     $2,379,186     $659,095     $3,038,281  
Global Allocation     8,270,264     2,576,545     6,105,109     8,681,654  
Small Cap Core     58,647,390     674,281     59,438,228     60,112,509  
Small/Mid Cap     16,713,653         17,116,018     17,116,018  

 



 

102


 

 

 

Notes to Financial Statements (continued)

 

   

 

The following table summarizes the securities received as collateral for securities lending at December 31, 2020:

 

Fund Collateral
Type
Coupon
Range
Maturity
Date Range
Enhanced Core Bond ESG U.S. Treasury Obligations 0.000%-6.000% 01/15/21-05/15/50
Global Allocation U.S. Treasury Obligations 0.000%-8.125% 01/15/21-08/15/50
Small Cap Core U.S. Treasury Obligations 0.000%-8.125% 01/15/21-08/15/50
Small/Mid Cap U.S. Treasury Obligations 0.000%-8.125% 01/15/21-08/15/50

 

5. FOREIGN SECURITIES

 

Certain Funds invest in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity. Realized gains in certain countries may be subject to foreign taxes at the Fund level and 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. 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. FORWARD COMMITMENTS

 

Certain transactions, such as futures and forward transactions, or delayed delivery securities may have a similar effect on a Fund’s net asset value as if a Fund had created a degree of leverage in its portfolio. However, if a Fund enters into such a transaction, a Fund will establish a segregated account with its custodian in which it will maintain cash, U.S. government securities or other liquid securities equal in value to its obligations in respect to such transaction. Securities and other assets held in the segregated account may not be sold while the transaction is outstanding, unless other suitable assets are substituted.

 

9. DERIVATIVE INSTRUMENTS

 

The following disclosures contain information on how and why High Income used derivative instruments previous to the change in subadviser, 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 December 31, 2020, the average quarterly balances of derivative financial instruments outstanding were as follows:

 

    High Income  
Foreign Currency Exchange Contracts        
Average U.S. Dollar amount purchased/sold   $287,304,441  
Financial Futures Contracts        
Average number of contracts purchased     3  
Average notional value of contracts purchased   $436,650  

 

10. FORWARD FOREIGN CURRENCY CONTRACTS

 

During the fiscal year ended December 31, 2020, High Income invested in forward foreign currency contracts, before the subadviser change, to facilitate transactions in foreign securities and to hedge against foreign currency exchange rate risk on its non- U.S. dollar denominated investment securities.

 

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 their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

 

At December 31, 2020, there were no open forward foreign currency contracts.

 

11. FUTURES CONTRACTS

 

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

 

On entering into a futures contract, either cash or securities in an amount equal to a certain percentage of the contract value (initial margin) must be deposited with the futures broker. Subsequent variation margin payments are made or received by the Funds depending on the fluctuations in the value of the futures contracts and the value of cash or securities on deposit with the futures broker. The Funds must have total value at the futures broker consisting of either net unrealized gains, cash or securities collateral to meet the initial margin requirement, and any value over the initial margin requirement may be transferred to the Fund.



 

 

103


 

 

 

Notes to Financial Statements (continued)

 

   

 

Variation margin on future contracts is recorded as unrealized appreciation or depreciation until the futures contract is closed or expired. The Funds recognize a realized gain or loss when the contract is closed or expires equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Fluctuations in the value of the contracts are recorded in the

Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.

 

At December 31, 2020, there were no open futures contracts.



 

12. 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.

 

At December 31, 2020 there were no open foreign currency contracts or futures contracts.

 

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of December 31, 2020:

 

          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
 
Enhanced Core Bond ESG                                
Citigroup Global Markets, Inc.     $1,000,000         $1,000,000     $1,000,000      
Morgan, Stanley & Co. LLC     379,186         379,186     379,186      
RBC Dominion Securities, Inc.     1,000,000         1,000,000     1,000,000      
Total     $2,379,186         $2,379,186     $2,379,186      
Global Allocation                                
Citigroup Global Markets, Inc.     $1,000,000         $1,000,000     $1,000,000      
Daiwa Capital Markets America     576,545         576,545     576,545      
RBC Dominion Securities, Inc.     1,000,000         1,000,000     1,000,000      
Total     $2,576,545         $2,576,545     $2,576,545      
Small Cap Core                                
Citigroup Global Markets, Inc.     $674,281         $674,281     $674,281      

 

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.



 

 

 

104


 

 

   
   
  Report of Independent Registered Public Accounting Firm

 

 

 

TO THE BOARD OF TRUSTEES OF AMG FUNDS, AMG FUNDS II, AND AMG Funds III AND SHAREHOLDERS OF AMG GW&K ENHANCED CORE BOND ESG FUND, AMG GW&K GLOBAL ALLOCATION FUND, AMG GW&K HIGH INCOME FUND, AMG GW&K MUNICIPAL BOND FUND, AMG GW&K MUNICIPAL ENHANCED YIELD FUND, AMG GW&K SMALL CAP CORE FUND AMG GW&K SMALL/MID CAP FUND AND AMG GW&K SMALL CAP 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 GW&K Enhanced Core Bond ESG Fund, AMG GW&K Global Allocation Fund (formerly AMG Chicago Equity Partners Balanced Fund) (two of the funds constituting AMG Funds II), AMG GW&K High Income Fund (formerly AMG Managers Global Income Opportunity Fund) (one of the funds constituting AMG Funds III), AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced Yield Fund, AMG GW&K Small Cap Core Fund, AMG GW&K Small/Mid Cap Fund and AMG GW&K Small Cap Value Fund (formerly AMG Skyline Special Equities Fund) (five of the funds constituting AMG Funds) (collectively referred to hereafter as the “Funds”) as of December 31, 2020, the related statements of operations for the year ended December 31, 2020, the statement of changes in net assets for each of the two years in the period ended December 31, 2020, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, each of the Funds’ financial statements present fairly, in all material respects, the financial position of the Funds as of December 31, 2020, 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 December 31, 2020, 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 December 31, 2020, 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.

 

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 23, 2021

 

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



 

 

105


 

 

   
   
  Other Information (unaudited)

 

 

 

 

TAX INFORMATION

 

The Funds 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 2020 Form 1099-DIV you receive for each 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 GW&K Enhanced Core Bond ESG Fund, AMG GW&K High Income Fund, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced Yield Fund, AMG GW&K Global Allocation Fund, AMG GW&K Small Cap Core Fund, AMG Small/Mid Cap Fund, and AMG GW&K Small Cap Value Fund each hereby designate $0, $460,580, $3,524,571, $2,730,802, $4,990,089, $10,672,469, $23,549 and $111,263,992, respectively, as a capital gain distribution with respect to the taxable year ended December 31, 2020, or if subsequently determined to be different, the net capital gains of such fiscal year.

 

 

106


 

 

   
  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: One Stamford Plaza, 263 Tresser Blvd, Suite 949, Stamford, Connecticut 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 Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold 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

●     Oversees 49 Funds in Fund Complex

Bruce B. Bingham, 72
Partner, Hamilton Partners (real estate development firm) (1987-2020); Director of The Yacktman Funds (2 portfolios) (2000-2012).

●     Trustee since 2003

●     Oversees 52 Funds in Fund Complex

Kurt A. Keilhacker, 57
Managing Partner, TechFund Capital (1997-Present); Managing Partner, TechFund Europe (2000-Present); Managing Partner, Elementum Ventures (2013-Present); Director, MetricStory, Inc. (2017-Present); Trustee, Wheaton College (2018-Present); Trustee, Gordon College (2001-2016); Trustee, Board Member, 6wind SA, (2002-2019).

●     Trustee since 2000

●     Oversees 49 Funds in Fund Complex

Steven J. Paggioli, 70
Independent Consultant (2002-Present); Trustee, Professionally Managed Portfolios (28 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; 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).

●     Trustee since 2013

●     Oversees 49 Funds in Fund Complex

 

Richard F. Powers III, 75 

Adjunct Professor, U.S. Naval War College (2016-Present); Adjunct Professor, Boston College (2011-2015); Director, Ameriprise Financial Inc. (2005-2009); President and CEO of Van Kampen Investments Inc. (1998-2003); President, Morgan Stanley Client Group (2000-2002); Executive 

Vice President and Chief Marketing Officer of the Morgan Stanley Individual Investor Group (1984-1998). 

●     Independent Chairman

●     Trustee since 2000

●     Oversees 52 Funds in Fund Complex

Eric Rakowski, 62
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; Director of Harding, Loevner Funds, Inc. (9 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

●     Trustee since 2013

●     Oversees 52 Funds in Fund Complex

Victoria L. Sassine, 55
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); Teaching Fellow, Goldman Sachs 10,000 Small Business Initiative (2010-Present); Chairperson of the Board of Directors of Business Management Associates (2018 to 2019).

●     Trustee since 2004 - AMG Funds

●     Trustee since 2000 - AMG Funds II

●     Oversees 49 Funds in Fund Complex 

Thomas R. Schneeweis, 73
Professor Emeritus, University of Massachusetts (2013-Present); President, TRS Associates (1982-Present); Board Member, Chartered Alternative Investment Association (“CAIA”) (2002-Present); Director, CAIA Foundation (2010-2019); Director, Institute for Global Asset and Risk Management (Education) (2010-Present); Co-Owner, Quantitative Investment Technologies (2014-Present); Co-Owner, Yes Wealth Management (2018-Present); Director of Research, Yes Wealth Management (2018-Present); Partner, S Capital Wealth Advisors (2015-2018); Partner, S Capital Management, LLC (2007-2015); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-2013); Finance Professor, University of Massachusetts (1977-2013).

 

 

 

107


 

 

   
  AMG Funds
  Trustees and Officers (continued)

 

 

 

Interested Trustees

 

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG.

Number of Funds Overseen in  
Fund Complex Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

●     Trustee since 2011

●     Oversees 52 Funds in Fund Complex

 

Christine C. Carsman, 68
Senior Policy Advisor, Affiliated Managers Group, Inc. (2019-Present); Chair of the Board of Directors, AMG Funds plc (2015-2018); Director, AMG Funds plc (2010-2018); Executive Vice President, Deputy General Counsel and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2017-2018); Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-2016); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004); Director of Harding, Loevner Funds, Inc. (9 portfolios) (2017-Present); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2004-2011).

 

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

Keitha L. Kinne, 62
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, 55
Senior Vice President and Senior Counsel, AMG Funds LLC (2015-Present); 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, 54
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, 50
Director, Mutual Fund Accounting, AMG Funds LLC (2017-Present); 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 since 2019 Patrick J. Spellman, 46
Vice President, Chief Compliance Officer, AMG Funds LLC (2017-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); Chief Compliance Officer, AMG Distributors, Inc., (2010-Present); Senior Vice President, Chief Compliance Officer, AMG Funds LLC (2011-2017); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2014-2019); Anti-Money Laundering Officer, AMG Funds IV, (2016-2019); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011).
●     Assistant Secretary since 2016 Maureen A. Meredith, 35
Vice President, Counsel, AMG Funds LLC (2019-Present); 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).
●     Anti-Money Laundering Compliance Officer since 2019 Hector D. Roman, 43
Director, Legal and Compliance, AMG Funds LLC (2020-Present); Manager, Legal and Compliance, AMG Funds LLC (2017-2019); Director of Compliance, Morgan Stanley Investment Management (2015-2017); Senior Advisory, PricewaterhouseCoopers LLP (2014-2015); Risk Manager, Barclays Investment Bank (2008-2014); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2019-Present).

 

 

 

108


 

 

   
   
  Approval of Subadvisory Agreements

 

 

 

AMG Managers Skyline Special Equities Fund: Approval of Subadvisory Agreements on December 3, 2020

 

At a telephonic meeting held on December 3, 20201, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of AMG Funds (the “Trust”) (the “Independent Trustees”), unanimously voted to approve the interim subadvisory agreement between AMG Funds LLC (the “Investment Manager”) and GW&K Investment Management, LLC (“GW&K”) with respect to AMG Managers Skyline Special Equities Fund (the “Fund”) (the “Interim Subadvisory Agreement”), the new subadvisory agreement between the Investment Manager and GW&K with respect to the Fund (the “New Subadvisory Agreement” and together with the Interim Subadvisory Agreement, the “Agreements”), and the presentation of the New Subadvisory Agreement for shareholder approval at a special meeting to be held for such purpose. The Independent Trustees were separately represented by independent legal counsel in their consideration of the Agreements.

 

In considering the Agreements, the Trustees considered the information relating to the Fund and GW&K provided to them in connection with the meeting on December 3, 2020 and other meetings of the Board throughout the last twelve months, as well as in prior years. In considering the Agreements, the Trustees also considered information relating to the eleven other funds that GW&K sub-advises in the AMG Funds Family of Funds, which, as of December 3, 2020, consisted of 49 funds (the “AMG Funds Complex”). Prior to voting, the Independent Trustees: (a) reviewed the foregoing information; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Agreements; and (c) met with their independent legal counsel in a private session at which no representatives of management were present.

 

NATURE, EXTENT AND QUALITY OF SERVICES

 

In considering the nature, extent and quality of the services to be provided by GW&K, the Trustees reviewed information relating to GW&K’s financial condition, operations and personnel and the investment philosophy, strategies and techniques (the “Investment Strategy”) that are intended to be used by GW&K in managing the Fund. Among other things, at this meeting and/or prior meetings, the Trustees reviewed information on portfolio management and other professional staff, information regarding GW&K’s organizational and management structure, GW&K’s compliance policies

 

and procedures, and GW&K’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at GW&K that are expected to have portfolio management responsibility for the Fund. The Trustees noted that one proposed portfolio manager joined GW&K in 2005 and the other proposed portfolio manager joined GW&K in 2008. The Trustees further noted that one of the proposed portfolio managers serves as co-portfolio manager on other funds subadvised by GW&K in the AMG Funds Complex. In the course of their deliberations, the Trustees evaluated, among other things: (a) the expected services to be rendered by GW&K to the Fund; (b) the qualifications and experience of GW&K’s personnel; and (c) GW&K’s compliance program. The Trustees additionally considered GW&K’s risk management processes. The Trustees also took into account the financial condition of GW&K with respect to its ability to provide the services required under the Agreements and noted that, as of September 30, 2020, GW&K managed approximately $47 billion in assets.

 

PERFORMANCE

 

Because GW&K was proposing to manage the Fund with its small cap value investment strategy, the Trustees noted that they could not draw any conclusions regarding the performance of the Fund. The Trustees, however, considered the performance of GW&K with respect to its Small Cap Value Composite. The Trustees further considered the performance of the other funds in the AMG Funds Complex sub-advised by GW&K.

 

SUBADVISORY FEES, PROFITABILITY AND ECONOMIES OF SCALE

 

The Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by GW&K. In considering the anticipated profitability of GW&K with respect to the provision of subadvisory services to the Fund, the Trustees considered information regarding GW&K’s organization, management and financial stability. The Trustees noted that, because GW&K is an affiliate of the Investment Manager, a portion of GW&K’s revenues or anticipated profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fee rate to be paid to GW&K under each Agreement was lower than the rate paid to Skyline Asset Management, L.P. (“Skyline”) under the former subadvisory agreement between the Investment Manager and Skyline with respect to the Fund.

 

The Board took into account management’s discussion of the proposed subadvisory fee structure, and the services GW&K is expected to provide in performing its functions under the Agreements. The Trustees also were provided, in advance of their June 25, 2020 meeting, with the profitability of GW&K with respect to the other funds it sub-advises in the AMG Funds Complex. Based on the foregoing, the Trustees concluded that the profitability to GW&K is expected to be reasonable and that GW&K is not expected to realize 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.

 

In addition, the Trustees considered other potential benefits of the subadvisory relationship to GW&K, including, among others, the potential broadening of GW&K’s small cap value investment capabilities, as well as the indirect benefits that GW&K may receive from GW&K’s relationship with the Fund, including any so-called “fallout benefits” to GW&K, such as reputational value derived from GW&K serving as subadviser to the Fund, which bears GW&K’s name. Taking into account all of the foregoing, the Trustees concluded that, in light of the nature, extent and quality of the services to be provided by GW&K, and the other considerations noted above with respect to GW&K, the Fund’s subadvisory fees are reasonable.

 

*   *   *    *

 

After consideration of the foregoing, the Trustees reached the following conclusions (in addition to the conclusions discussed above) regarding each Agreement: (a) GW&K has demonstrated that it possesses the capability and resources to perform the duties required of it under each Agreement; (b) GW&K’s Investment Strategy is appropriate for pursuing the Fund’s investment objectives; (c) GW&K is reasonably likely to execute its investment strategy consistently over time; and (d) GW&K maintains 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 Agreement would be in the best interests of the Fund and its shareholders. Accordingly, on December 3, 2020, the Trustees, and separately a majority of the Independent Trustees, unanimously voted to approve each Agreement.

 

 

109


 

 

   
   
  Approval of Subadvisory Agreements (continued)

 

 

 

AMG Managers Global Income Opportunity Fund: Approval of Subadvisory Agreements on December 3, 2020

 

At a telephonic meeting held on December 3, 20201, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of AMG Funds III (the “Trust”) (the “Independent Trustees”), unanimously voted to approve the interim subadvisory agreement between AMG Funds LLC (the “Investment Manager”) and GW&K Investment Management, LLC (“GW&K”) with respect to AMG Managers Global Income Opportunity Fund (the “Fund”) (the “Interim Subadvisory Agreement”), the new subadvisory agreement between the Investment Manager and GW&K with respect to the Fund (the “New Subadvisory Agreement” and together with the Interim Subadvisory Agreement, the “Agreements”), and the presentation of the New Subadvisory Agreement for shareholder approval at a special meeting to be held for such purpose. The Independent Trustees were separately represented by independent legal counsel in their consideration of the Agreements.

 

In considering the Agreements, the Trustees considered the information relating to the Fund and GW&K provided to them in connection with the meeting on December 3, 2020 and other meetings of the Board throughout the last twelve months, as well as in prior years. In considering the Agreements, the Trustees also considered information relating to the eleven other funds that GW&K sub-advises in the AMG Funds Family of Funds, which, as of December 3, 2020, consisted of 49 funds (the “AMG Funds Complex”). Prior to voting, the Independent Trustees: (a) reviewed the foregoing information; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Agreements; and (c) met with their independent legal counsel in a private session at which no representatives of management were present.

 

NATURE, EXTENT AND QUALITY OF SERVICES

 

In considering the nature, extent and quality of the services to be provided by GW&K, the Trustees reviewed information relating to GW&K’s financial condition, operations and personnel and the investment philosophy, strategies and techniques (the “Investment Strategy”) that are intended to be used by GW&K in managing the Fund. Among other things, at this meeting and/or prior meetings, the Trustees reviewed information on portfolio management and other professional staff, information regarding GW&K’s organizational and management structure, GW&K’s compliance policies

 

and procedures, and GW&K’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at GW&K that are expected to have portfolio management responsibility for the Fund. The Trustees noted that one proposed portfolio manager joined GW&K in 2005, and one proposed portfolio manager joined GW&K in 2013. The Trustees further noted that one of the proposed portfolio managers serves as a portfolio manager on other funds subadvised by GW&K in the AMG Funds Complex. In the course of their deliberations, the Trustees evaluated, among other things: (a) the expected services to be rendered by GW&K to the Fund; (b) the qualifications and experience of GW&K’s personnel; and (c) GW&K’s compliance program. The Trustees additionally considered GW&K’s risk management processes. The Trustees also took into account the financial condition of GW&K with respect to its ability to provide the services required under the Agreements and noted that, as of September 30, 2020, GW&K managed approximately $47 billion in assets.

 

PERFORMANCE

 

Because GW&K was proposing to manage the Fund with its high income investment strategy, the Trustees noted that they could not draw any conclusions regarding the performance of the Fund. The Trustees, however, considered the performance of GW&K with respect to its Short Term Focused High Income Composite. The Trustees further considered the performance of the other funds in the AMG Funds Complex sub-advised by GW&K.

 

SUBADVISORY FEES, PROFITABILITY AND ECONOMIES OF SCALE

 

The Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by GW&K. In considering the anticipated profitability of GW&K with respect to the provision of subadvisory services to the Fund, the Trustees considered information regarding GW&K’s organization, management and financial stability. The Trustees noted that, because GW&K is an affiliate of the Investment Manager, a portion of GW&K’s revenues or anticipated profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fee rate to be paid to GW&K under each Agreement was lower than the rate paid to Loomis, Sayles & Company, L.P. (“Loomis”) under the former subadvisory agreement between the Investment Managers and Loomis with respect to the Fund.

 

The Board took into account management’s discussion of the proposed subadvisory fee structure, and the services GW&K is expected to provide in performing its functions under the Agreements. The Trustees also were provided, in advance of their June 25, 2020 meeting, with the profitability of GW&K with respect to the other funds it sub-advises in the AMG Funds Complex. Based on the foregoing, the Trustees concluded that the profitability to GW&K is expected to be reasonable and that GW&K is not expected to realize 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.

 

In addition, the Trustees considered other potential benefits of the subadvisory relationship to GW&K, including, among others, the potential broadening of GW&K’s short term high income investment capabilities, as well as the indirect benefits that GW&K may receive from GW&K’s relationship with the Fund, including any so-called “fallout benefits” to GW&K, such as reputational value derived from GW&K serving as subadviser to the Fund, which bears GW&K’s name. Taking into account all of the foregoing, the Trustees concluded that, in light of the nature, extent and quality of the services to be provided by GW&K, and the other considerations noted above with respect to GW&K, the Fund’s subadvisory fees are reasonable.

 

*   *   *    *

 

After consideration of the foregoing, the Trustees reached the following conclusions (in addition to the conclusions discussed above) regarding each Agreement: (a) GW&K has demonstrated that it possesses the capability and resources to perform the duties required of it under each Agreement; (b) GW&K’s Investment Strategy is appropriate for pursuing the Fund’s investment objectives; (c) GW&K is reasonably likely to execute its investment strategy consistently over time; and (d) GW&K maintains 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 Agreement would be in the best interests of the Fund and its shareholders. Accordingly, on

 

 

 

110


 

 

   
   
  Approval of Subadvisory Agreements (continued)

 

 

 

December 3, 2020, the Trustees, and separately a majority of the Independent Trustees, unanimously voted to approve each Agreement.

 

1 The Trustees determined that the conditions surrounding the COVID-19 virus constituted unforeseen or emergency circumstances and that reliance on the Securities and Exchange

 

Commission’s (“SEC”) exemptive order, which provides relief from the in-person voting requirements of the 1940 Act in certain circumstances (the “In-Person Relief”), was necessary or appropriate due to the circumstances related to current or potential effects of COVID-19. The Trustees unanimously wished to rely on the In-Person Relief with respect to the approval of those matters on the agenda for the December 3, 2020 meeting that would otherwise require in-person votes under the 1940 Act. See Investment Company Release No. 33897 (June 19, 2020). This exemptive order supersedes, in part, a similar, earlier exemptive order issued by the SEC (Investment Company Release No. 33824 (March 25, 2020)).

 

 

 

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INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

One Stamford Plaza

263 Tresser Blvd, Suite 949

Stamford, CT 06901

800.548.4539

 

DISTRIBUTOR

AMG Distributors, Inc.

One Stamford Plaza

263 Tresser Blvd, Suite 949

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

111 Sanders Creek Parkway

East Syracuse, NY 13057

 

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

4400 Computer Drive

Westborough, MA 01581

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 amgfunds.com.

 

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, 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 Fund’s website at amgfunds.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 amgfunds.com.

 

 

 

amgfunds.com  

 


 

 

 

 

 

 

  AFFILIATE SUBADVISED FUNDS     AMG TimesSquare Emerging Markets Small Cap     AMG Managers Emerging Opportunities  
        AMG TimesSquare Global Small Cap     WEDGE Capital Management L.L.P.  
  BALANCED FUNDS     AMG TimesSquare International Small Cap     Next Century Growth Investors LLC  
  AMG GW&K Global Allocation     AMG TimesSquare Mid Cap Growth     RBC Global Asset Management (U.S.) Inc.  
  GW&K Investment Management, LLC     AMG TimesSquare Small Cap Growth     AMG Managers Fairpointe Mid Cap  
        TimesSquare Capital Management, LLC     Fairpointe Capital LLC  
  AMG FQ Global Risk-Balanced              
  First Quadrant, L.P.     AMG Yacktman     AMG Managers LMCG Small Cap Growth  
        AMG Yacktman Focused     LMCG Investments, LLC  
  EQUITY FUNDS     AMG Yacktman Focused Fund - Security Selection        
  AMG FQ Tax-Managed U.S. Equity     Only     AMG Managers Montag & Caldwell Growth  
  AMG FQ Long-Short Equity     AMG Yacktman Special Opportunities     Montag & Caldwell, LLC  
  First Quadrant, L.P.     Yacktman Asset Management LP     AMG Managers Pictet International  
             
  AMG Frontier Small Cap Growth      FIXED INCOME FUNDS     Pictet Asset Management Limited   
  Frontier Capital Management Co., LLC     AMG GW&K Core Bond ESG     AMG Managers Silvercrest Small Cap  
  AMG GW&K Small Cap Core     AMG GW&K Enhanced Core Bond ESG     Silvercrest Asset Management Group LLC  
  AMG GW&K Small Cap Value     AMG GW&K High Income     AMG Managers Special Equity  
  AMG GW&K Small/Mid Cap     AMG GW&K Municipal Bond     Ranger Investment Management, L.P.  
  AMG GW&K Mid Cap     AMG GW&K Municipal Enhanced Yield     Lord, Abbett & Co. LLC  
  AMG GW&K Emerging Markets Equity     GW&K Investment Management, LLC     Smith Asset Management Group, L.P.  
  AMG GW&K Emerging Wealth Equity           Federated MDTA LLC  
  AMG GW&K International Small Cap     OPEN-ARCHITECTURE FUNDS        
  GW&K Investment Management, LLC           FIXED INCOME FUNDS  
        EQUITY FUNDS     AMG Managers DoubleLine Core Plus Bond  
  AMG Renaissance Large Cap Growth     AMG Managers Brandywine     DoubleLine Capital LP  
  The Renaissance Group LLC     AMG Managers Brandywine Blue        
      Friess Associates, LLC    

AMG Managers Loomis Sayles Bond

 
  AMG River Road Dividend All Cap Value         Loomis, Sayles & Company, L.P.  
  AMG River Road Focused Absolute Value     AMG Managers CenterSquare Real Estate        
  AMG River Road Long-Short     CenterSquare Investment Management LLC        
  AMG River Road Small-Mid Cap Value              
  AMG River Road Small Cap Value              
  River Road Asset Management, LLC              
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 

 

 

 

amgfunds.com 123120 AR019

 


 

  Annual Report

 

 

 

    AMG Funds    
         
    December 31, 2020 
         
       
         
    AMG Renaissance Large Cap Growth Fund
    Class N: MRLTX       |       Class I: MRLSX       |        Class Z: MRLIX
         
         
         
         

 

 

       
amgfunds.com   123120 AR024
       

 

 


 

 

 

 


 

 

   
   
  AMG Funds 
  Annual Report — December 31, 2020

 

 

 

  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 9
  Balance sheet, net asset value (NAV) per share computations and cumulative distributable earnings (loss)  
     
  Statement of Operations 11
  Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal year  
     
  Statements of Changes in Net Assets 12
  Detail of changes in assets for the past two fiscal years  
     
  Financial Highlights 13
  Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets  
     
  Notes to Financial Statements 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

 

  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.

 

 

  

 


 

 

  Letter to Shareholders

 

 

 

Dear Shareholder: 

The fiscal year ending December 31, 2020, was a volatile period for financial markets that featured a dramatic selloff and extraordinary rebound amid the unprecedented global effort to stop the COVID-19 pandemic. Early in the year, equities achieved new record highs against the backdrop of a healthy economy and strong investor sentiment. However, a broad-based selloff occurred amid a global flight to quality as investors assessed the scope of the unfolding COVID-19 pandemic, a deteriorating economy, and skyrocketing unemployment. An oil price war initiated between Saudi Arabia and Russia only made matters worse. From its peak in mid-February 2020, the S&P 500® Index declined (33.79)% over the span of a few weeks, halting the eleven-year equity bull market. In response to the crisis, global central banks and governments were quick to flood the market with massive fiscal and monetary stimulus which helped to stabilize the market and led to an impressive recovery in risk assets, albeit a very uneven one. So despite the volatility, the S&P 500® Index still achieved an 18.40% return for 2020 while effective COVID-19 vaccines and further government stimulus bolstered investor optimism for a brighter future in 2021.

 

During the year there was very wide dispersion in performance across sectors, with information technology and consumer discretionary sectors leading the market with returns of 43.88% and 33.30%, respectively. On the other hand, companies in the energy sector fell (33.69)%, and financials and real estate also produced slightly negative returns. Growth stocks significantly outperformed value stocks for the period with returns of 38.49% and 2.80% for the Russell 1000® Growth and Russell 1000® Value Indexes, respectively. Small cap stocks endured a wild ride in 2020 as the Russell 2000® Index experienced both its best quarter (fourth quarter 2020) and worst quarter (first quarter 2020) on record. For the year as a whole, small cap returns were relatively in line with the broader market as the Russell 2000® Index gained 19.96% in 2020. Outside the U.S., emerging markets outperformed developed markets with an 18.31% return for the MSCI Emerging Markets Index compared to a 7.82% return for the MSCI EAFE Index.

 

Interest rates fell dramatically and led to strong returns for bond investors as the U.S. Federal Reserve (the Fed) slashed short-term rates in response to the slowing economy. The 10-year Treasury yield ended the year near a historic low yield of 0.93%. The Bloomberg Barclays U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, returned 7.51% over the period. Investment grade corporate bonds rebounded from the selloff early in the year and returned 9.89% in 2020. Riskier high yield bonds lagged the investment grade market with a 7.11% return as measured by the return of the Bloomberg Barclays U.S. Corporate High Yield Bond Index.

AMG Funds appreciates the privilege of providing investment tools to you and your clients. Our foremost goal is to provide investment solutions that help our shareholders successfully reach their long-term investment goals. AMG Funds provides access to a distinctive array of actively managed return-oriented investment strategies. We thank you for your continued confidence and investment in AMG Funds. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit.

 

Respectfully,

 

 

Keitha Kinne

President

AMG Funds

 

Average Annual Total Returns   Periods ended
December 31, 2020*
Stocks:       1 Year   3 Years   5 Years
Large Cap   (S&P 500® Index)   18.40%   14.18%   15.22%
                 
Small Cap   (Russell 2000® Index)   19.96%   10.25%   13.26%
               
International   (MSCI All Country World Index ex USA)   10.65%   4.88%   8.93%
Bonds:                
                 
Investment Grade   (Bloomberg Barclays U.S. Aggregate Bond Index)   7.51%   5.34%   4.44%
               
High Yield   (Bloomberg Barclays U.S. Corporate High Yield Bond Index)   7.11%   6.24%   8.59%
               
Tax-exempt   (Bloomberg Barclays Municipal Bond Index)   5.21%   4.64%   3.91%
               
Treasury Bills   (ICE BofAML U.S. 6-Month Treasury Bill Index)   1.05%   1.84%   1.43%

 

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



 

 

2  


 

 

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

 

 

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

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s

 

 

actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

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

 

         
         

 

 

 

Six Months Ended
December 31, 2020
  Expense
Ratio for
the Period
  Beginning
Account Value
07/01/20
  Ending
Account Value
12/31/20
  Expenses Paid
During
the Period*
AMG Renaissance Large Cap Growth Fund
Based on Actual Fund Return
Class N   1.00%   $1,000   $1,217   $5.57
Class I   0.75%   $1,000   $1,218   $4.18
Class Z   0.66%   $1,000   $1,218   $3.68
Based on Hypothetical 5% Annual Return
Class N   1.00%   $1,000   $1,020   $5.08
Class I   0.75%   $1,000   $1,021   $3.81
Class Z   0.66%   $1,000   $1,022   $3.35

 

* 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 366.

 

 

 

3  


 

 

   
   
  AMG Renaissance Large Cap Growth Fund 
  Portfolio Manager’s Comments (unaudited)

  

 

 

The AMG Renaissance Large Cap Growth Fund (Class N shares) (the Fund) rose 23.54% for the fiscal year ending December 31, 2020, behind the primary benchmark, the Russell 1000® Growth Index, which rose 38.49%.

 

MARKET OVERVIEW

 

The stock market posted strong gains during the fourth quarter, continuing its recovery from the market decline earlier in the year. The S&P 500® Index recorded an all-time high in December, with the energy, financials, and technology sectors leading the market for the quarter, while the consumer staples and utilities sectors were relative laggards. Bond yields crept upward, as 10-year Treasury yields rose 0.24% to 0.87% over the quarter but yields remain near all-time lows.

 

The financial markets have been buffeted by contradictory news regarding the COVID-19 pandemic over the past several months. Reported cases and hospitalizations have surged across the country, resulting in renewed lockdowns of schools, restaurants, and many other businesses. However, the progress toward development of effective vaccines has been remarkable, with the first vaccine distributed in December and more to follow over the next several months. The financial markets have clearly focused on the positive news regarding vaccines and the implications for a significant economic recovery over the next several quarters.

 

Forecasts for S&P 500 earnings indicate expectations of a continued earnings decline on a year-over-year basis for the fourth quarter of 2020. However, for 2021 as a whole, expectations are for an earnings recovery of 22% vs. 2020 levels, which is consistent with many economists’ forecasts of GDP growth of 5–6% in 2021.

 

Clearly there are still significant risks to the economy as long as the pandemic continues to be active. However, the unprecedented stimulus programs initiated by Congress (totaling over $3 trillion with the passage of the most recent program), extraordinarily low interest rates initiated by the U.S. Federal Reserve (the Fed), and ongoing progress in the development and distribution of vaccines should help the economy recover over the next year.

 

One caveat is that the risk appetite of some investors has markedly increased over the past year (more on this in the pages that follow). While this has raised the risk level of some sectors and industries, it has created opportunities in other areas of the market that have not been the subject of speculative

 

  interest. We remain focused on identifying companies with strong fundamentals that are selling at reasonable valuations and believe that our portfolio represents good investment opportunity as we enter 2021.
 
Among the many unpredictable events this year, 2020 may be remembered for the unusual dominance of a handful of stocks on market index returns. The so-called FANGMA stocks, comprised of Facebook (FB), Amazon (AMZN), Netflix (NFLX), Google/Alphabet (GOOGL), Microsoft (MSFT) and Apple (AAPL), represented over 20% of the S&P 500® Index at year-end and accounted for over 60% of the index’s 18.40% return for the year (and also more than half of the Russell 1000® Growth Index return, given their higher weight in that index). While in many cases these companies exhibit strong fundamentals, their large size resulted in many indices becoming top-heavy. We believe that many good investment opportunities continue to exist beyond the most popular and highly weighted stocks in many market indices.
 
Another unusual facet of the markets in 2020 was the outperformance of the most highly valued stocks. Historically, stocks with attractive valuation metrics such as free cash flow yield (free cash flow/price) have outperformed lower-ranked issues, but in 2020 this dynamic was reversed. Stocks offering lower free cash flow yields were among the strongest performers in the market, particularly in growth-oriented indices. In part, this represents a higher level of risk tolerance on the part of some investors, who may be more willing to invest in less profitable companies to achieve supposedly better returns.
 
A good example of this is Tesla (TSLA), which was an extraordinary performer in 2020 despite generating only nominal free cash flow. For perspective, the market capitalization of Tesla at year-end was larger than the market capitalization of all the major car manufacturers, including Volkswagen, Toyota, Honda, General Motors, Ford, Daimler, and BMW combined, despite the fact that those other car companies sold roughly 17x as many cars as Tesla during the third quarter of 2020. (Tesla’s addition to the S&P 500 on December 21 made it the 6th largest stock in the index.) According to CEO Elon Musk, Tesla was “about a month from bankruptcy” up to mid-year 2019, and the story of how the company recovered from that scenario is undoubtedly impressive. Even so, it is debatable at best whether the stock is valued appropriately relative to its competitors.
 

The top-heavy concentration in market indices and the underperformance of attractively valued stocks have been headwinds for our investment approach over the past year, but we remain committed to our disciplined investment approach. We are confident in the long-term effectiveness of our investment process, particularly as the market environment normalizes going forward.

 

In terms of the overall market, the sharp recovery from the market’s tumble earlier this year has rightly raised concerns about whether the recovery has been too strong and too fast. However, a comparison of this year’s market action with the last significant market decline and recovery in 2008–2009 suggests that the current recovery is not unprecedented. The market decline in 2008 and early 2009 was long and steady, while the decline earlier this year was very sharp and quick. However, comparing the 2009 recovery with 2020 illustrates that, in fact, the stock market recovery has been virtually the same in both cases. Significant action by the Fed (quantitative easing) and the federal government (stimulus programs) helped spark both recoveries, even in the face of near-term declines in corporate profits.

 

PERFORMANCE REVIEW

 

For the year 2020, our selection in health care along with our underweight in consumer staples made the most positive contribution to relative returns for the year. Notable performers over the period include Horizon Therapeutics PLC (+166%), NVIDIA Corp. (+122%), and Apple, Inc. (+82%). On the negative side, our selections in the consumer discretionary and information technology sectors detracted the most from our relative returns for the year. Notable underperformers include Synchrony Financial (-63%), Southwest Airlines Co. (-54%), and Crown Holdings, Inc. (-35%).

 

OUTLOOK

 

Looking forward, it is worth noting that the 2009 recovery was followed by many years of further market gains, despite volatility along the way. While the current market environment surely presents risks, a longer-term perspective of investment opportunities, particularly given recent advances in the development of COVID vaccines, suggests that stocks continue to offer good investment potential.

 

This commentary reflects the viewpoints of Renaissance Investment Management and is not intended as a forecast or guarantee of future results.

         
         

 

 

4  


 

 

   
   
  AMG Renaissance Large Cap Growth Fund 
 

Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG Renaissance 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. This graph compares a hypothetical $10,000 investment made in the AMG Renaissance Large Cap Growth Fund’s Class N shares on December 31, 2010, to a $10,000 investment made in the Russell 1000® 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.

  

 

 

The table below shows the average annual total returns for the AMG Renaissance Large Cap Growth Fund and the Russell 1000® Growth Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1   One Year   Five
Years
  Ten Years
AMG Renaissance Large Cap Growth Fund2, 3, 4, 5, 6            
Class N   23.54%   15.52%   13.78%
Class I   23.90%   15.83%   14.13%
Class Z   23.90%   15.95%   14.28%
Russell 1000® Growth Index7   38.49%   21.00%   17.21%

 

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 amgfunds.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 December 31, 2020. All returns are in U.S. dollars ($).
2 From time to time, the Fund’s investment manager has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.

 

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

 

4 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

 

5 The Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small- and medium-capitalization companies) when stocks of large-capitalization companies are out of favor.

 

6 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.

 

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

 

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

 

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



 

 

5  


 

 

   
  AMG Renaissance Large Cap Growth Fund
 

Fund Snapshots (unaudited) 

  December 31, 2020

  

 

 

PORTFOLIO BREAKDOWN

 

Sector % of
Net Assets
Information Technology 40.7  
Health Care 16.7  
Consumer Discretionary 11.1  
Communication Services 10.8  
Industrials 9.9  
Financials 3.3  
Consumer Staples 3.2  
Materials 1.9  
Real Estate 1.8  
Short-Term Investments 0.7  
Other Assets Less Liabilities (0.1 )

TOP TEN HOLDINGS

 

Security Name   % of
Net Assets
Apple, Inc.   3.1  
Facebook, Inc., Class A   2.5  
Alphabet, Inc., Class A   2.5  
Amazon.com, Inc.   2.5  
Microsoft Corp.   2.4  
IAC/InteractiveCorp.   2.4  
Cadence Design Systems, Inc.   2.1  
ServiceNow, Inc.   2.0  
Ross Stores, Inc.   2.0  
PayPal Holdings, Inc.   1.9  
Top Ten as a Group   23.4  


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.

 

 

  

6  


 

 

   
  AMG Renaissance Large Cap Growth Fund
  Schedule of Portfolio Investments 
  December 31, 2020

 

 

 

    Shares   Value
Common Stocks - 99.4%        
Communication Services - 10.8%        
Alphabet, Inc., Class A*   1,360   $2,383,591
Comcast Corp., Class A   31,950   1,674,180
Electronic Arts, Inc.   10,697   1,536,089
Facebook, Inc., Class A*   8,744   2,388,511
IAC/InteractiveCorp.*   11,706   2,216,531
Total Communication Services       10,198,902
Consumer Discretionary - 11.1%        
Amazon.com, Inc.*   722   2,351,503
Dollar General Corp.   7,592   1,596,598
The Home Depot, Inc.   5,749   1,527,049
Lowe’s Cos., Inc.   9,405   1,509,597
O’Reilly Automotive, Inc.*   3,561   1,611,602
Ross Stores, Inc.   15,019   1,844,483
Total Consumer Discretionary       10,440,832
Consumer Staples - 3.2%        
Church & Dwight Co., Inc.   17,173   1,498,001
The Procter & Gamble Co.   11,036   1,535,549
Total Consumer Staples       3,033,550
Financials - 3.3%        
The Progressive Corp.   16,709   1,652,186
S&P Global, Inc.   4,535   1,490,791
Total Financials       3,142,977
Health Care - 16.7%        
AbbVie, Inc.   15,244   1,633,394
HCA Healthcare, Inc.   10,816   1,778,799
Horizon Therapeutics PLC*   20,053   1,466,877
Johnson & Johnson   9,329   1,468,198
Merck & Co., Inc.   16,027   1,311,009
PerkinElmer, Inc.   12,145   1,742,807
Thermo Fisher Scientific, Inc.   3,232   1,505,401
UnitedHealth Group, Inc.   4,901   1,718,683
Vertex Pharmaceuticals, Inc.*   6,055   1,431,039
Zoetis, Inc.   9,832   1,627,196
Total Health Care       15,683,403
Industrials - 9.9%        
Cintas Corp.   4,534   1,602,588
Illinois Tool Works, Inc.   7,892   1,609,021
Lockheed Martin Corp.   3,484   1,236,750
Roper Technologies, Inc.   3,863   1,665,301
Union Pacific Corp.   7,905   1,645,979

    Shares   Value
Waste Management, Inc.   13,495   $1,591,465
Total Industrials       9,351,104
Information Technology - 40.7%        
Accenture PLC, Class A (Ireland)   6,516   1,702,044
Adobe, Inc.*   3,258   1,629,391
Akamai Technologies, Inc.*   13,033   1,368,335
Amphenol Corp., Class A   12,477   1,631,617
Apple, Inc.   22,268   2,954,741
Booz Allen Hamilton Holding Corp.   18,162   1,583,363
Cadence Design Systems, Inc.*   14,799   2,019,028
CDW Corp.   11,434   1,506,887
Fortinet, Inc.*   9,958   1,479,062
Genpact, Ltd.   39,251   1,623,421
Global Payments, Inc.   8,175   1,761,059
KLA Corp.   6,551   1,696,119
Lam Research Corp.   3,678   1,737,009
Mastercard, Inc., Class A   4,656   1,661,913
Microsoft Corp.   10,141   2,255,561
Motorola Solutions, Inc.   9,075   1,543,295
NVIDIA Corp.   3,282   1,713,860
PayPal Holdings, Inc.*   7,642   1,789,756
salesforce.com, Inc.*   6,196   1,378,796
ServiceNow, Inc.*   3,461   1,905,038
Texas Instruments, Inc.   10,279   1,687,092
Visa, Inc., Class A   7,752   1,695,595
Total Information Technology       38,322,982
Materials - 1.9%        
Martin Marietta Materials, Inc.   6,135   1,742,156
Real Estate - 1.8%        
CBRE Group, Inc., Class A*   27,071   1,697,893
Total Common Stocks        
(Cost $58,867,176)       93,613,799
Short-Term Investments - 0.7%        
Other Investment Companies - 0.7%        
Dreyfus Government Cash Management Fund, Institutional Shares, 0.03%1   202,474   202,474
Dreyfus Institutional Preferred Government        
Money Market Fund, Institutional Shares, 0.03%1   202,474   202,474
JPMorgan U.S. Government Money Market Fund, IM Shares, 0.03%1   208,609   208,609
Total Short-Term Investments        
(Cost $613,557)       613,557
Total Investments - 100.1%        
(Cost $59,480,733)       94,227,356


 

 

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

 

7  


 

 

   
 
  AMG Renaissance Large Cap Growth Fund 
 

Schedule of Portfolio Investments (continued)

 

 

 

  Value
Other Assets, less Liabilities - (0.1)% $(58,098)  
Net Assets - 100.0% $94,169,258  
     

 

* Non-income producing security.

1 Yield shown represents the December 31, 2020, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of December 31, 2020:

 

    Level 1     Level 2     Level 3     Total  
Investments in Securities                        
Common Stocks   $93,613,799             $93,613,799  
Short-Term Investments                        
Other Investment Companies   613,557             613,557  
Total Investments in Securities   $94,227,356             $94,227,356  

 

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 December 31, 2020, there were no transfers in or out of Level 3.

 

 

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

 

8  


 

 

   
 
  Statement of Assets and Liabilities 
  December 31, 2020

  

 

 

    AMG Renaissance
Large Cap
Growth Fund
     
Assets:    
     
Investments at value1   $94,227,356  
Dividend and interest receivables   34,989  
Securities lending income receivable   6  
Receivable for Fund shares sold   21,141  
Receivable from affiliate   16,886  
Prepaid expenses and other assets   6,779  
Total assets   94,307,157  
Liabilities:      
Payable for Fund shares repurchased   16,124  
Accrued expenses:      
Investment advisory and management fees   40,549  
Administrative fees   11,752  
Distribution fees   14,080  
Shareholder service fees   6,803  
Other   48,591  
Total liabilities   137,899  
       
Net Assets   $94,169,258  
1 Investments at cost   $59,480,733  

 

 

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

 

9  


 

 

   
 
   
 

Statement of Assets and Liabilities (continued)

  

 

 

    AMG Renaissance
Large Cap
Growth Fund
Net Assets Represent:      
Paid-in capital   $58,730,356  
Total distributable earnings   35,438,902  
Net Assets   $94,169,258  
       
Class N:      
Net Assets   $67,687,789  
Shares outstanding   4,421,648  
Net asset value, offering and redemption price per share   $15.31  
Class I:      
Net Assets   $9,413,813  
Shares outstanding   608,266  
Net asset value, offering and redemption price per share   $15.48  
Class Z:      
Net Assets   $17,067,656  
Shares outstanding   1,121,089  
Net asset value, offering and redemption price per share   $15.22  

 

 

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

 

10  


 

 

   
 
  Statement of Operations 
  For the fiscal year ended December 31, 2020

  

 

 

    AMG Renaissance
Large Cap
Growth Fund
Investment Income:      
Dividend income   $951,023  
Securities lending income   1,502  
Total investment income   952,525  
Expenses:      
Investment advisory and management fees   453,921  
Administrative fees   130,474  
Distribution fees - Class N   153,429  
Shareholder servicing fees - Class N   55,097  
Shareholder servicing fees - Class I   7,402  
Registration fees   40,641  
Professional fees   34,909  
Reports to shareholders   29,839  
Custodian fees   20,067  
Transfer agent fees   16,788  
Trustee fees and expenses   7,721  
Miscellaneous   5,062  
Total expenses before offsets   955,350  
Expense reimbursements   (164,987 )
Expense reductions   (3,446 )
Net expenses   786,917  
       
Net investment income   165,608  
Net Realized and Unrealized Gain:      
Net realized gain on investments   3,147,006  
Net change in unrealized appreciation/depreciation on investments   14,856,787  
Net realized and unrealized gain   18,003,793  
       
Net increase in net assets resulting from operations   $18,169,401  

 

 

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

 

11  


 

 

   
 
  Statements of Changes in Net Assets 
  For the fiscal year ended December 31,

 

 

 

    AMG Renaissance
Large Cap
Growth Fund
    2020   2019
Increase in Net Assets Resulting From Operations:        
Net investment income   $165,608   $620,460
Net realized gain on investments   3,147,006   8,267,390
Net change in unrealized appreciation/depreciation on investments   14,856,787   22,737,875
Net increase in net assets resulting from operations   18,169,401   31,625,725
Distributions to Shareholders:        
Class N   (3,165,685)   (5,201,740)
Class I   (455,440)   (694,954)
Class Z   (857,588)   (1,801,441)
Total distributions to shareholders   (4,478,713)   (7,698,135)
Capital Share Transactions:1        
Net decrease from capital share transactions   (12,204,255)   (36,235,855)
         
Total increase (decrease) in net assets   1,486,433   (12,308,265)
Net Assets:        
         
Beginning of year   92,682,825   104,991,090
End of year   $94,169,258   $92,682,825

 

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

 

 

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

 

12  


 

 

   
  AMG Renaissance Large Cap Growth Fund
  Financial Highlights 
  For a share outstanding throughout each fiscal year

 

 

   

    For the fiscal years ended December 31,
Class N   2020     2019     2018     2017     20161  
Net Asset Value, Beginning of Year   $13.01     $10.48     $14.03     $11.86     $11.10  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.01     0.06     0.06     0.08     0.04  
Net realized and unrealized gain (loss) on investments   3.04     3.61     (1.09 )   2.54     0.94  
Total income (loss) from investment operations   3.05     3.67     (1.03 )   2.62     0.98  
Less Distributions to Shareholders from:                              
Net investment income   (0.02 )   (0.08 )   (0.07 )   (0.07 )   (0.05 )
Net realized gain on investments   (0.73 )   (1.06 )   (2.45 )   (0.38 )   (0.17 )
Total distributions to shareholders   (0.75 )   (1.14 )   (2.52 )   (0.45 )   (0.22 )
Net Asset Value, End of Year   $15.31     $13.01     $10.48     $14.03     $11.86  
Total Return3,4   23.54 %   35.16 %   (7.23 )%   22.03 %   8.81 %
Ratio of net expenses to average net assets5   1.00 %   1.00 %6   1.00 %   1.02 %   1.15 %
Ratio of gross expenses to average net assets7   1.19 %   1.17 %   1.12 %   1.16 %   1.44 %
Ratio of net investment income to average net assets3   0.10 %   0.48 %   0.45 %   0.59 %   0.39 %
Portfolio turnover   28 %   40 %   38 %   33 %   37 %
Net assets end of year (000’s) omitted   $67,688     $63,900     $54,595     $70,781     $3,069  

 

 

 

13  


 

 

   
  AMG Renaissance Large Cap Growth Fund
  Financial Highlights 
  For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class I   2020     2019     2018     2017     20161  
Net Asset Value, Beginning of Year   $13.14     $10.58     $14.17     $11.94     $11.17  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.05     0.09     0.10     0.11     0.08  
Net realized and unrealized gain (loss) on investments   3.07     3.64     (1.11 )   2.58     0.94  
Total income (loss) from investment operations   3.12     3.73     (1.01 )   2.69     1.02  
Less Distributions to Shareholders from:                              
Net investment income   (0.05 )   (0.11 )   (0.13 )   (0.08 )   (0.08 )
Net realized gain on investments   (0.73 )   (1.06 )   (2.45 )   (0.38 )   (0.17 )
Total distributions to shareholders   (0.78 )   (1.17 )   (2.58 )   (0.46 )   (0.25 )
Net Asset Value, End of Year   $15.48     $13.14     $10.58     $14.17     $11.94  
Total Return3,4   23.90 %   35.42 %   (7.00 )%   22.46 %   9.12 %
Ratio of net expenses to average net assets5   0.75 %   0.75 %6   0.74 %   0.76 %   0.81 %
Ratio of gross expenses to average net assets7   0.94 %   0.92 %   0.86 %   0.90 %   1.10 %
Ratio of net investment income to average net assets3   0.35 %   0.73 %   0.71 %   0.85 %   0.73 %
Portfolio turnover   28 %   40 %   38 %   33 %   37 %
Net assets end of year (000’s) omitted   $9,414     $8,410     $11,247     $13,635     $14,173  

 

 

 

14  


 

 

   
  AMG Renaissance Large Cap Growth Fund
  Financial Highlights 
  For a share outstanding throughout each fiscal year

 

 

 

    For the fiscal years ended December 31,
Class Z   2020     2019     2018     2017     20161  
Net Asset Value, Beginning of Year   $12.94     $10.43     $14.00     $11.81     $11.04  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.06     0.10     0.11     0.13     0.10  
Net realized and unrealized gain (loss) on investments   3.01     3.60     (1.09 )   2.53     0.94  
Total income (loss) from investment operations   3.07     3.70     (0.98 )   2.66     1.04  
Less Distributions to Shareholders from:                              
Net investment income   (0.06 )   (0.13 )   (0.14 )   (0.09 )   (0.10 )
Net realized gain on investments   (0.73 )   (1.06 )   (2.45 )   (0.38 )   (0.17 )
Total distributions to shareholders   (0.79 )   (1.19 )   (2.59 )   (0.47 )   (0.27 )
Net Asset Value, End of Year   $15.22     $12.94     $10.43     $14.00     $11.81  
Total Return3,4   23.90 %   35.58 %   (6.88 )%   22.50 %   9.38 %
Ratio of net expenses to average net assets5   0.66 %   0.66 %6   0.66 %   0.65 %   0.65 %
Ratio of gross expenses to average net assets7   0.85 %   0.83 %   0.78 %   0.79 %   0.94 %
Ratio of net investment income to average net assets3   0.44 %   0.82 %   0.79 %   0.96 %   0.89 %
Portfolio turnover   28 %   40 %   38 %   33 %   37 %
Net assets end of year (000’s) omitted   $17,068     $20,372     $39,149     $100,840     $54,467  

 

1 Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class I and Class Z, respectively.

2 Per share numbers have been calculated using average shares.

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

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% for the fiscal year ended December 31, 2020, 0.01% for the fiscal years ended 2019 and 2018, and less than 0.01%, and 0.01% for the fiscal years ended 2017 and 2016, respectively.

6 Includes interest expense of 0.01% of average net assets.

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.)

 

 

 

15  


 

 

   
 
  Notes to Financial Statements 
  December 31, 2020

 

 

  

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

The Fund offers Class N, Class I, and Class Z shares. Each class represents an interest in the same assets of the Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may 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.

 

Stocks in the information technology sector comprise a significant portion of the Fund’s portfolio at December 31, 2020. The information technology sector may be affected by technological obsolescence, short product cycles, falling prices and profits, competitive pressures and general market conditions.

 

Market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty exists as to the long-term implications. Such disruptions can adversely affect assets of the Fund and thus Fund performance.

 

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

 

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end 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 approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (the “Investment Manager”) are the committees appointed by the Board to make fair value determinations. The Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

 

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

 

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in 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 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:



 

 

16  


 

 

   
 
 
 

Notes to Financial Statements (continued)

 

 

 

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, swaps, 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. 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.

 

The Fund 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 December 31, 2020, the impact on the expenses and expense ratios was $3,446 or less than 0.01%.

 

d. DIVIDENDS AND DISTRIBUTIONS

 

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis

differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Temporary differences are primarily due to wash sale loss deferrals.

 

The tax character of distributions paid during the fiscal years ended December 31, 2020 and December 31, 2019 were as follows:

 

Distributions paid from:   2020   2019
Ordinary income *   $1,676,946     $1,506,030  
Long-term capital gains   2,801,767     6,192,105  
    $4,478,713     $7,698,135  

 

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

 

As of December 31, 2020, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

Undistributed ordinary income   $37,975  
Undistributed long-term capital gains   738,786  

 

At December 31, 2020, 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
$59,565,215     $35,130,473     $(468,332 )   $34,662,141  

 

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. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

 

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

 

Management has analyzed the Fund’s tax positions taken on federal income tax returns as of December 31, 2020, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. Additionally, Management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

 

As of December 31, 2020, the Fund had no capital loss carryovers for federal income tax purposes. Should the Fund incur net capital losses for the fiscal year ended December 31, 2021, such amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.



 

 

17  


 

 

   
 
 
 

Notes to Financial Statements (continued)

 

 

 

g. CAPITAL STOCK

 

The Trust’s Declaration of Trust authorizes for the Fund the issuance of an unlimited number of shares of beneficial interest, without par value. The Fund records sales and repurchases of its capital stock on the trade date.

 

For the fiscal years ended December 31, 2020 and December 31, 2019, the capital stock transactions by class for the Fund were as follows:

 

    December 31, 2020   December 31, 2019
    Shares   Amount   Shares   Amount
Class N:                        
Proceeds from sale of shares   138,072     $1,853,574     149,532     $1,906,803  
Reinvestment of distributions   183,443     2,751,642     356,090     4,572,197  
Cost of shares repurchased   (812,630 )   (10,739,022 )   (801,668 )   (10,043,926 )
Net decrease   (491,115 )   $(6,133,806 )   (296,046 )   $(3,564,926 )
Class I:                        
Proceeds from sale of shares   73,197     $1,017,666     118,889     $1,530,013  
Reinvestment of distributions   29,973     454,395     53,415     692,791  
Cost of shares repurchased   (134,946 )   (1,747,645 )   (595,542 )   (7,384,534 )
Net decrease   (31,776 )   $(275,584 )   (423,238 )   $(5,161,730 )
Class Z:                        
Proceeds from sale of shares   65,584     $863,276     688,479     $8,668,606  
Reinvestment of distributions   54,130     807,081     119,232     1,522,591  
Cost of shares repurchased   (573,413 )   (7,465,222 )   (2,986,652 )   (37,700,396 )
Net decrease   (453,699 )   $(5,794,865 )   (2,178,941 )   $(27,509,199 )

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

 

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

 

At December 31, 2020, 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. retail distribution arm of Affiliated

Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration and operations. The Investment Manager selects one or more subadvisers for the Fund (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. The Fund’s investment portfolio is managed by The Renaissance Group LLC (“Renaissance”) who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in Renaissance.

 

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the fiscal year ended December 31, 2020, the Fund’s investment management fee was paid at the following annual rates of the Fund’s average daily net assets:

 

on the first $50 million   0.55%
on the next $25 million   0.50%
on the next $25 million   0.45%
on balance over $100 million   0.40%

 

The Investment Manager has contractually agreed, through at least May 1, 2021, 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



 

 

18  


 

 

   
 
 
 

Notes to Financial Statements (continued)

 

 

 

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 the annual rate of 0.66% 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.

 

At December 31, 2020, the Fund’s expiration of reimbursements subject to recoupment is as follows:

 

Expiration  
Period  
Less than 1 year   $167,279  
1-2 years   159,989  
2-3 years   164,987  
Total   $492,255  

 

The Trust, on behalf of the Fund, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to the Fund. 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 Fund 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 authorized payments to the Distributor up to 0.25% annually of the Fund’s average daily net assets attributable to the Class N shares.

 

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 below.

 

The impact on the annualized expense ratios for the fiscal year ended December 31, 2020, were as follows:

 

    Maximum Annual Amount 
Approved
    Actual
Amount
Incurred
 
Class N   0.15 %   0.09 %
Class I   0.15 %   0.09 %

 

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. 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 the Fund to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds Family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and miscellaneous expense, respectively. At December 31, 2020, the Fund had no interfund loans outstanding.

 

The Fund utilized the interfund loan program during the fiscal year ended December 31, 2020 as follows:

 

Average
Borrowed
  Number
of Days
  Interest
Paid
  Average
Interest Rate
$2,152,166     5     $288     0.978 %


 

 

19  


 

 

   
 
 
 

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 December 31, 2020, were $23,839,387 and $39,495,801, respectively.

 

The Fund had no purchases or sales of U.S. Government Obligations during the fiscal year ended December 31, 2020.

 

4. PORTFOLIO SECURITIES LOANED

 

The Fund participates in the 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 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 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 that 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 December 31, 2020.

 

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. For securities lending transactions, see Note 4.

 

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.



 

 

20  


 

 

   
 
 
 

Report of Independent Registered Public Accounting Firm

 

 

  

TO THE BOARD OF TRUSTEES OF AMG FUNDS AND SHAREHOLDERS OF AMG RENAISSANCE LARGE CAP GROWTH FUND

 

Opinions on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AMG Renaissance Large Cap Growth Fund (one of the funds constituting AMG Funds, referred to hereafter as the “Fund”) as of December 31, 2020, the related statement of operations for the year ended December 31, 2020, the statement of changes in net assets for each of the two years in the period ended December 31, 2020, including the related notes, and the financial highlights for each of the five years in the period December 31, 2020 (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 December 31, 2020, 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 December 31, 2020 and the financial highlights for each of the five years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinions

 

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 December 31, 2020 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 23, 2021

 

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



 

 

21  


 

 

   
 
 
 

Other Information (unaudited)

 

 

  

 

TAX INFORMATION

 

AMG Renaissance 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 2020 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 Renaissance Large Cap Growth Fund hereby designates $2,801,767 as a capital gain distribution with respect to the taxable fiscal year ended December 31, 2020, or if subsequently determined to be different, the net capital gains of such year.



 

 

22  


 

 

   
 
  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: One Stamford Plaza, 263 Tresser Blvd, Suite 949, Stamford, Connecticut 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 Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold 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 

•  Oversees 46 Funds in Fund Complex

Bruce B. Bingham, 72 

Partner, Hamilton Partners (real estate development firm) (1987-2020); Director of The Yacktman Funds (2 portfolios) (2000-2012).

•  Trustee since 2013

•  Oversees 49 Funds in Fund Complex

 

Kurt A. Keilhacker, 57 

Managing Partner, TechFund Capital (1997-Present); Managing Partner, TechFund Europe (2000-Present); Managing Partner, Elementum Ventures (2013-Present); Director, MetricStory, Inc. (2017-Present); Trustee, Wheaton College (2018-Present); Trustee, Gordon College (2001-2016); Trustee, Board Member, 6wind SA, (2002-2019). 

•  Trustee since 2000 

•  Oversees 46 Funds in Fund
Complex

Steven J. Paggioli, 70 

Independent Consultant (2002-Present); Trustee, Professionally Managed Portfolios (28 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; 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). 

•  Trustee since 2013 

•  Oversees 46 Funds in Fund
Complex 

Richard F. Powers III, 75 

Adjunct Professor, U.S. Naval War College (2016-Present); Adjunct Professor, Boston College (2011-2015); Director, Ameriprise Financial Inc. (2005-2009); President and CEO of Van Kampen Investments Inc. (1998-2003); President, Morgan Stanley Client Group (2000-2002); Executive Vice President and Chief Marketing Officer of the Morgan Stanley Individual Investor Group (1984-1998).

•  Independent Chairman

•  Trustee since 2000

•  Oversees 49 Funds in Fund
Complex

Eric Rakowski, 62  

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; Director of Harding, Loevner Funds, Inc. (9 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019). 

•  Trustee since 2013

•  Oversees 49 Funds in Fund
Complex

Victoria L. Sassine, 55 

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); Teaching Fellow, Goldman Sachs 10,000 Small Business Initiative (2010-Present); Chairperson of the Board of Directors of Business Management Associates (2018 to 2019).

•  Trustee since 2004 

•  Oversees 46 Funds in Fund
Complex

Thomas R. Schneeweis, 73

Professor Emeritus, University of Massachusetts (2013-Present); President, TRS Associates (1982-Present); Board Member, Chartered Alternative Investment Association (“CAIA”) (2002-Present); Director, CAIA Foundation (2010-2019); Director, Institute for Global Asset and Risk Management (Education) (2010-Present); Co-Owner, Quantitative Investment Technologies (2014-Present); Co-Owner, Yes Wealth Management (2018-Present); Director of Research, Yes Wealth Management (2018-Present); Partner, S Capital Wealth Advisors (2015-2018); Partner, S Capital Management, LLC (2007-2015); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-2013); Finance Professor, University of Massachusetts (1977-2013).

 

 

 

23  


 

   
 
  AMG Funds
 

Trustees and Officers (continued)

 

 

 

Interested Trustees

 

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG. 

Number of Funds Overseen in
Fund Complex
Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

•  Trustee since 2011 

•  Oversees 46 Funds in Fund
Complex

 

Christine C. Carsman, 68

Senior Policy Advisor, Affiliated Managers Group, Inc. (2019-Present); Chair of the Board of Directors, AMG Funds plc (2015-2018); Director, AMG Funds plc (2010-2018); Executive Vice President, Deputy General Counsel and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2017-2018); Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-2016); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004); Director of Harding, Loevner Funds, Inc. (9 portfolios) (2017-Present); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2004-2011). 

 

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 

Keitha L. Kinne, 62 

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, 55 

Senior Vice President and Senior Counsel, AMG Funds LLC (2015-Present); 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, 54 

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, 50

Director, Mutual Fund Accounting, AMG Funds LLC (2017-Present); 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 since 2019 Patrick J. Spellman, 46
Vice President, Chief Compliance Officer, AMG Funds LLC (2017-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); Chief Compliance Officer, AMG Distributors, Inc., (2010-Present); Senior Vice President, Chief Compliance Officer, AMG Funds LLC (2011-2017); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2014-2019); Anti-Money Laundering Officer, AMG Funds IV, (2016-2019); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011).
•  Assistant Secretary since 2016

Maureen A. Meredith, 35 

Vice President, Counsel, AMG Funds LLC (2019-Present); 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). 

•  Anti-Money Laundering Compliance Officer since 2019

Hector D. Roman, 43

Director, Legal and Compliance, AMG Funds LLC (2020-Present); Manager, Legal and Compliance, AMG Funds LLC (2017-2019); Director of Compliance, Morgan Stanley Investment Management (2015-2017); Senior Advisory, PricewaterhouseCoopers LLP (2014-2015); Risk Manager, Barclays Investment Bank (2008-2014); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2019-Present).

 

 

 

24  


 

 

 

 

 

 

INVESTMENT MANAGER AND ADMINISTRATOR  

AMG Funds LLC
One Stamford Plaza
263 Tresser Blvd, Suite 949
Stamford, CT 06901
800.548.4539

 

DISTRIBUTOR  

AMG Distributors, Inc.
One Stamford Plaza
263 Tresser Blvd, Suite 949
Stamford, CT 06901
800.548.4539

 

SUBADVISER  

The Renaissance Group LLC
625 Eden Park Drive, Suite 1200
Cincinnati, OH 45202

 

 

CUSTODIAN   

The Bank of New York Mellon
111 Sanders Creek Parkway
East Syracuse, NY 13057

 

LEGAL COUNSEL  

Ropes & Gray LLP  

Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600

 

TRANSFER AGENT 

BNY Mellon Investment Servicing (US) Inc.
Attn: AMG Funds
4400 Computer Drive
Westborough, MA 01581
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 amgfunds.com.

 

A description of the policies and procedures the Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, 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 amgfunds.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 amgfunds.com.

         
         

 

 

   
amgfunds.com  
   

 

 


 

 

 

 

 

 

 

AFFILIATE SUBADVISED FUNDS 

BALANCED FUNDS

 

AMG GW&K Global Allocation 

GW&K Investment Management, LLC 

AMG FQ Global Risk-Balanced 

First Quadrant, L.P. 

EQUITY FUNDS

 

AMG FQ Tax-Managed U.S. Equity

AMG FQ Long-Short Equity 

First Quadrant, L.P. 

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

AMG GW&K Mid Cap

AMG GW&K Emerging Markets Equity

AMG GW&K Emerging Wealth Equity

AMG GW&K International Small Cap 

GW&K Investment Management, LLC 

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 Long-Short
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 Yacktman

AMG Yacktman Focused 

AMG Yacktman Focused Fund - Security Selection Only

AMG Yacktman Special Opportunities 

Yacktman Asset Management LP 

FIXED INCOME FUNDS

 

AMG GW&K Core Bond ESG 

AMG GW&K Enhanced Core Bond ESG

AMG GW&K High Income

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield 

GW&K Investment Management, LLC

 

 

OPEN-ARCHITECTURE FUNDS 

EQUITY FUNDS

 

AMG Managers Brandywine

AMG Managers Brandywine Blue 

Friess Associates, LLC

 

AMG Managers CenterSquare Real Estate 

CenterSquare Investment Management LLC

 

 

AMG Managers Emerging Opportunities 

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

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

AMG Managers Fairpointe Mid Cap 

Fairpointe Capital LLC 

AMG Managers LMCG Small Cap Growth 

LMCG Investments, LLC 

AMG Managers Montag & Caldwell Growth 

Montag & Caldwell, LLC 

AMG Managers Pictet International 

Pictet Asset Management Limited 

AMG Managers Silvercrest Small Cap 

Silvercrest Asset Management Group LLC 

AMG Managers Special Equity 

Ranger Investment Management, L.P.
Lord, Abbett & Co. LLC 

Smith Asset Management Group, L.P.
Federated MDTA LLC 

FIXED INCOME FUNDS

 

AMG Managers DoubleLine Core Plus Bond 

DoubleLine Capital LP 

AMG Managers Loomis Sayles Bond 

Loomis, Sayles & Company, L.P. 

           
           
           
           
           

 

 

     
amgfunds.com 123120 AR024
     

 

 


(GRAPHIC)   Annual Report

 

 

 

 

    AMG Funds  
       
    December 31, 2020  
       
       
       
    AMG TimesSquare Small Cap Growth Fund  
    Class N: TSCPX Class I: TSQIX Class Z: TSCIX  
       
    AMG TimesSquare Mid Cap Growth Fund  
    Class N: TMDPX Class I: TQMIX Class Z: TMDIX  
       
    AMG TimesSquare International Small Cap Fund  
    Class N: TCMPX Class I: TQTIX Class Z: TCMIX  
       
    AMG TimesSquare Emerging Markets Small Cap Fund
    Class N: TQENX Class I: TQEIX Class Z: TQEZX  
       
    AMG TimesSquare Global Small Cap Fund  
    Class N: TSYNX Class I: TSYIX Class Z: TSYZX  
           
           
     
amgfunds.com 123120 AR012

 


 

 

 


 

 

 

 
AMG Funds
Annual Report — December 31, 2020

 

 

 

       
  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 TimesSquare Small Cap Growth Fund 5  
  AMG TimesSquare Mid Cap Growth Fund 14  
  AMG TimesSquare International Small Cap Fund 21  
  AMG TimesSquare Emerging Markets Small Cap Fund 30  
  AMG TimesSquare Global Small Cap Fund 38  
       
  FINANCIAL STATEMENTS    
  Statement of Assets and Liabilities 46  
  Balance sheets, net asset value (NAV) per share computations    
  and cumulative distributable earnings (loss)    
       
  Statement of Operations 48  
  Detail of sources of income, expenses, and realized and    
  unrealized gains (losses) during the fiscal year    
       
  Statements of Changes in Net Assets 49  
  Detail of changes in assets for the past two fiscal years    
       
  Financial Highlights 51  
  Historical net asset values per share, distributions, total returns, income    
  and expense ratios, turnover ratios and net assets    
       
  Notes to Financial Statements 66  
  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 76  
       
  OTHER INFORMATION 77  
       
  TRUSTEES AND OFFICERS 78  
       
       
  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.  

 

 


 

  Letter to Shareholders

 

 

Dear Shareholder:
The fiscal year ending December 31, 2020, was a volatile period for financial markets that featured a dramatic selloff and extraordinary rebound amid the unprecedented global effort to stop the COVID-19 pandemic. Early in the year, equities achieved new record highs against the backdrop of a healthy economy and strong investor sentiment. However, a broad-based selloff occurred amid a global flight to quality as investors assessed the scope of the unfolding COVID-19 pandemic, a deteriorating economy, and skyrocketing unemployment. An oil price war initiated between Saudi Arabia and Russia only made matters worse. From its peak in mid-February 2020, the S&P 500® Index declined (33.79)% over the span of a few weeks, halting the eleven-year equity bull market. In response to the crisis, global central banks and governments were quick to flood the market with massive fiscal and monetary stimulus which helped to stabilize the market and led to an impressive recovery in risk assets, albeit a very uneven one. So despite the volatility, the S&P 500® Index still achieved an 18.40% return for 2020 while effective COVID-19 vaccines and further government stimulus bolstered investor optimism for a brighter future in 2021.

During the year there was very wide dispersion in performance across sectors, with information technology and consumer discretionary sectors leading the market with returns of 43.88% and 33.30%, respectively. On the other hand, companies in the energy sector fell (33.69)%, and financials and real estate also produced slightly negative returns. Growth stocks significantly outperformed value stocks for the period with returns of 38.49% and 2.80% for the Russell 1000® Growth and Russell 1000® Value Indexes, respectively. Small cap stocks endured a wild ride in 2020 as the Russell 2000® Index experienced both its best quarter (fourth quarter 2020) and worst quarter (first quarter 2020) on record. For the year as a whole, small cap returns were relatively in line with the broader market as the Russell 2000® Index gained 19.96% in 2020. Outside the U.S., emerging markets outperformed developed markets with an 18.31% return for the MSCI Emerging Markets Index compared to a 7.82% return for the MSCI EAFE Index.

Interest rates fell dramatically and led to strong returns for bond investors as the U.S. Federal Reserve (the Fed) slashed short-term rates in response to the slowing economy. The 10-year Treasury yield ended the year near a historic low yield of 0.93%. The Bloomberg Barclays U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, returned 7.51% over the period. Investment grade corporate bonds rebounded from the selloff early in the year and returned 9.89% in 2020. Riskier high yield bonds lagged the investment grade market with a 7.11% return as measured by the return of the Bloomberg Barclays U.S. Corporate High Yield Bond Index.

AMG Funds appreciates the privilege of providing investment tools to you and your clients. Our foremost goal is to provide investment solutions that help our shareholders successfully reach their long-term investment goals. AMG Funds provides access to a distinctive array of actively managed return-oriented investment strategies. We thank you for your continued confidence and investment in AMG Funds. You can rest assured that under all market conditions our team is focused on delivering excellent investment management services for your benefit.

Respectfully,

 

Keitha Kinne
President
AMG Funds

 

Average Annual Total Returns Periods ended
December 31, 2020*
Stocks:   1 Year 3 Years 5 Years
Large Cap (S&P 500® Index) 18.40% 14.18% 15.22%
Small Cap (Russell 2000® Index) 19.96% 10.25% 13.26%
  (MSCI All Country World      
International Index ex USA) 10.65% 4.88% 8.93%
Bonds:        
  (Bloomberg Barclays U.S.      
Investment Grade Aggregate Bond Index) 7.51% 5.34% 4.44%
  (Bloomberg Barclays U.S.      
High Yield Corporate High Yield Bond Index) 7.11% 6.24% 8.59%
  (Bloomberg Barclays      
Tax-exempt Municipal Bond Index) 5.21% 4.64% 3.91%
  (ICE BofAML U.S. 6-Month      
Treasury Bills Treasury Bill Index) 1.05% 1.84% 1.43%

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



 

2  


 

 

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

 

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

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s

 

actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

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

 

 

 
 
Six Months Ended
December 31, 2020
  Expense
Ratio for
the Period
  Beginning
Account
Value
07/01/20
  Ending
Account
Value
12/31/20
  Expenses
Paid
During
the Period*
AMG TimesSquare Small Cap Growth Fund
Based on Actual Fund Return
Class N   1.19 %   $1,000     $1,339     $7.00  
Class I   1.05 %   $1,000     $1,341     $6.18  
Class Z   0.99 %   $1,000     $1,342     $5.83  
Based on Hypothetical 5% Annual Return
Class N   1.19 %   $1,000     $1,019     $6.04  
Class I   1.05 %   $1,000     $1,020     $5.33  
Class Z   0.99 %   $1,000     $1,020     $5.03  
                         
AMG TimesSquare Mid Cap Growth Fund
Based on Actual Fund Return
Class N   1.18 %   $1,000     $1,287     $6.78  
Class I   1.03 %   $1,000     $1,289     $5.93  
Class Z   0.98 %   $1,000     $1,289     $5.64  
Based on Hypothetical 5% Annual Return
Class N   1.18 %   $1,000     $1,019     $5.99  
Class I   1.03 %   $1,000     $1,020     $5.23  
Class Z   0.98 %   $1,000     $1,020     $4.98  
         
Six Months Ended
December 31, 2020
  Expense
Ratio for
the Period
  Beginning
Account
Value
07/01/20
  Ending
Account
Value
12/31/20
  Expenses
Paid
During
the Period*
AMG TimesSquare International Small Cap Fund
Based on Actual Fund Return
Class N   1.22 %   $1,000     $1,288     $7.02  
Class I   1.08 %   $1,000     $1,289     $6.21  
Class Z   0.97 %   $1,000     $1,289     $5.58  
Based on Hypothetical 5% Annual Return
Class N   1.22 %   $1,000     $1,019     $6.19  
Class I   1.08 %   $1,000     $1,020     $5.48  
Class Z   0.97 %   $1,000     $1,020     $4.93  
                         
AMG TimesSquare Emerging Markets Small Cap Fund
Based on Actual Fund Return
Class N   1.65 %   $1,000     $1,304     $9.55  
Class I   1.25 %   $1,000     $1,306     $7.25  
Class Z   1.25 %   $1,000     $1,307     $7.25  
Based on Hypothetical 5% Annual Return
Class N   1.65 %   $1,000     $1,017     $8.36  
Class I   1.25 %   $1,000     $1,019     $6.34  
Class Z   1.25 %   $1,000     $1,019     $6.34  

 

 

3  


 

About Your Fund’s Expenses (continued)

 

         
Six Months Ended
December 31, 2020
  Expense
Ratio for
the Period
  Beginning
Account
Value
07/01/20
  Ending
Account
Value
12/31/20
  Expenses
Paid
During
the Period*
AMG TimesSquare Global Small Cap Fund
Based on Actual Fund Return
Class N   1.25 %   $1,000     $1,255     $7.09  
Class I   1.00 %   $1,000     $1,257     $5.67  
Class Z   1.00 %   $1,000     $1,257     $5.67  
Based on Hypothetical 5% Annual Return
Class N   1.25 %   $1,000     $1,019     $6.34  
Class I   1.00 %   $1,000     $1,020     $5.08  
Class Z   1.00 %   $1,000     $1,020     $5.08  
* 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 366.


 

4  


 

 

AMG TimesSquare Small Cap Growth Fund
Portfolio Manager’s Comments (unaudited)

 

The Year In Review

For the year ended December 31, 2020, AMG TimesSquare Small Cap Growth Fund’s (the “Fund”) Class N shares returned 34.96%, while its benchmark, the Russell 2000® Growth Index, returned 34.63%.

We close the books on 2020, a year where the most important statistic may have been COVID-19’s global death toll of 1.8 million people, 20% of whom were from the U.S. Somewhat surprising this year, in the face of that casualty rate and widespread shutdowns, was the doggedness of the global equity markets that looked past the social and economic damage taking place in 2020. Markets instead focused on the potential halcyon days waiting in 2021. The major global market indexes declined by an average of (29)% from the start of the year to the lows of mid-March, followed by an ascent of 62%, and ended the year with an above typical annual gain of 15%.

Global volatility levels spiked in March to peaks not seen since the 2008 Global Financial Crisis, though quickly receded to moderate levels. Economic activities worldwide quickly fell to record low contraction levels in April; though by summer they returned to economic expansion territory with staggered reopenings of businesses, and ended the year slightly higher than they began it. Central banks assisted with significant monetary stimulus—or quantitative easing to the nth degree—which led most governments’ responses as levels of fiscal support varied.

Stable economic growth seemed fleeting in the U.S. this year. The annual rate of gross domestic product growth slipped by (5)% in the first quarter before tumbling (31)% in the second quarter—the steepest quarterly drop on record. While there was a sharp recovery in the third quarter of 33%, that still left a significant dent in productivity even if an above average growth rate is reported for the fourth quarter. Despite the optimism shown by the gains for equities and expectations of economic expansion, measures of consumer confidence and sentiment deteriorated as the year came to an end, with the December resurgence of COVID-19 cases curbing their enthusiasm. Another factor likely was the contentious election and equally disruptive aftermath. After all the shouting, counting, and more shouting, the Presidential administration and the Senate changed parties.

The U.S. market’s craving for growth was apparent in the cross currents among equity returns. For the full year, growth stocks were the clear winners across all

 

size segments and larger capitalization stocks had higher returns. Within small-to-mid cap growth, the market preferred lower quality, higher valuations—even stocks without earnings did very well—and higher risk. Thus it was not surprising that information technology and health care were among the best performing sectors.

Amidst this environment, the Fund outperformed the Russell 2000® Growth Index in 2020. There was relative weakness in the industrials, consumer discretionary, and information technology sectors. That was offset by strength from our positions in the financials and health care sectors.

The industrials sector contracted sharply as the economy shut down during the spring, and rebounded with cyclical fervor when fears were replaced with hopes for economic reopenings. During the plunge in March we sold our position in Viad Corp., which organizes high-end tourism and travel, along with experiential corporate marketing events. Earlier in the year we had trimmed the position following good results, but then the pandemic took its initial toll on all travel-related companies. We did not believe that Viad would recover as quickly as others so we exited with an (81)% return, which made it the Fund’s greatest detractor in 2020. CIRCOR International was another company that saw its fortunes fall early in the year. A manufacturer of precision pumps and valves for the energy, industrial and aerospace industries, all of CIRCOR’s end markets were under pressure for the first half of 2020. Its businesses stabilized in the fall, though by then we felt there were better opportunities elsewhere. When we completed our sales in early November, CIRCOR’s shares were down (39)% for the partial year. With more of the population sheltering at home, there were greater desires to improve those homes. That led to a 64% gain for The AZEK Co, Inc. since we established a position from its IPO in June. A manufacturer of wood-alternative decking, railing, trim and moulding, AZEK saw steady revenue growth since becoming a public company while at the same time improving its margins.

No sector was whipsawed as much this year as consumer discretionary: falling (52)% until the March lows before rocketing 183% during the balance of 2020. As might be expected, our weakest holdings were in travel-related industries. For example, there was a (40)% decline from OneSpaWorld Holdings, Ltd., which offers health and wellness services aboard cruise ships as well as at destination resorts. With cruise ships idled by the

 

pandemic early in the year, the company withdrew all guidance. By the end of March, it seemed that the worst was past for OneSpaWorld and the company later raised capital to provide a few years’ of liquidity to ride out the storm. In light of market reaction, we reduced the Fund’s positon in OneSpaWorld for now. We believed quicker action was called for with Hudson Ltd., which operates retail businesses in travel centers under brands Hudson News, Hudson Booksellers, Dufry, and World Duty Free. The company responded to the shutdown by closing 700 of its stores in airports, commuter hubs, and tourist locations. With no visibility for a resumption of activity, we sold our shares in April that were down (67)% by that point in the year. Leaving the strategy on better terms was Chegg Software and its 74% gain through June. Serving college students with online study aids, tutoring, and textbook rentals, Chegg saw its shares hold most of their value during the first quarter sell-off as well as participate in the second quarter’s rebound. Demand for digital study tools, such as those offered by Chegg, remained strong and received a boost by campus closures due to the coronavirus. That propelled its market capitalization beyond the strategy’s limit and we had to sell.

There were also challenges this year for our information technology holdings. The falloff in travel was felt here by WNS Holdings, Ltd. ADR, whose calendar year performance of 10% lagged the 43% benchmark average return for this sector.

Providing business process management services—including customer interaction, finance and accounting, and data analytics—WNS has significant end market exposure to various travel businesses. However, its contracts are long-term in nature and WNS’s business model benefits from any customer interaction—not only those where sales are made. Far better was the 126% gain for SailPoint Technologies Holdings, Inc., which develops identity governance systems for enterprise-wide use across various platforms and environments. We added to our position in SailPoint early in the year and again in July following our determination that its sales goals were on track. Then in August, SailPoint reported revenues and earnings that far outpaced sell-side estimates, with strength across all its products and regions. The subsequent quarter saw revenues, billing, and earnings all outstrip expectations with a significant demand increase for IGA (Identity Governance and Administration) modernization projects.

 

 

5  


 

AMG TimesSquare Small Cap Growth Fund
Portfolio Manager’s Comments (continued)

 

 

 

Results were better in the financials sector. One steady position was Houlihan Lokey, Inc., a boutique corporate advisory firm focused on financial restructurings. At the start of the year, the company’s management noted there were no material shifts in deal closings despite the macroeconomic uncertainty caused by COVID-19. They were confident that in the event there was a significant reduction in merger and acquisition (M&A) activities, those losses could be offset by increased restructuring revenues. That was apparent when the next quarter’s results included restructuring revenues that were higher than expected. Later in the year, as M&A activity reaccelerated, so did the upward pace of Houlihan’s shares, which ended the year ahead by 41%.

 

The health care sector gave the Fund its largest boost this year. That included the top overall contributor, iRhythm Technologies. Developing biosensors and data analytics for cardiac monitoring, iRhythm’s business was relatively insulated from the pandemic and the company expanded its home

 

enrollment program to all health care providers and patients. Quarter after quarter the company exceeded expectations, particularly assisted in August from improved pricing terms from the Centers for Medicare & Medicaid Services. Eventually iRhythm’s shares reached our price target and we exited the position in December after a gain of 254% in 2020. Another example was the 140% climb for Acceleron Pharma, Inc., a biotechnology developer of treatments that promote red blood cell production and thus can be used for anemia and related diseases. The lion’s share of its gains occurred early in the year when Acceleron’s phase II pulmonary arterial hypertension trial achieved its primary and secondary goals. Other key trials were in progress—and later approved—for Myelodysplastic Syndrome (a condition that affects the production of blood cells in bone marrow) and Beta Thalassemia (a blood disorder that reduces the production of hemoglobin).

 

Turning the page to 2021 allows us to look forward optimistically, but does not extinguish the concerns that plagued 2020. The start of the new year marked

the end of the Brexit transition for the U.K. from the European Union; so beginning later this month all the new agreements will go into effect for trade, travel, and other aspects. While distribution began for COVID-19 vaccines, case rates continued to climb and the coronavirus showed signs of mutating. Although we have not yet returned to our New York City office, all of us at TimesSquare Capital Management, LLC continue working collectively to steward your investments. We hope that 2021 will be brighter for all of us, though from an investment perspective we remain vigilant. As always, we are available for any questions you might have as we endeavor to protect the assets you have entrusted with us.

This commentary reflects viewpoints of TimesSquare Capital Management, LLC and is not intended as a forecast or guarantee of future results.

 

 

6  


 

 

   
  AMG TimesSquare Small Cap Growth Fund 
  Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG Times Square Small 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. This graph compares a hypothetical $10,000 investment made in the AMG Times Square Small Cap Growth Fund’s Class N shares on December 31, 2010 to a $10,000 investment made in the Russell 2000® 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.

 

 

 

The table below shows the average annual total returns for the AMG TimesSquare Small Cap Growth Fund and the Russell 2000® Growth Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1

One 

Year

Five 

Years 

Ten 

Years 

Since 

Inception 

Inception 

Date 

 
AMG TimesSquare Small Cap Growth Fund2, 3, 4, 5, 6          
Class N 34.96% 16.65% 13.72% 10.21% 01/21/00  
Class I 35.19% 18.57% 02/24/17  
Class Z 35.35% 16.90% 13.93% 10.38% 01/21/00  
Russell 2000® Growth Index7 34.63% 16.36% 13.48% 6.42% 01/21/00

 

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 amgfunds.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 December 31, 2020. All returns are in U.S. dollars ($).

 

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

 

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

 

4 The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

 

5 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.

 

6 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

 

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

 

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

 

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









 

 

 

  7


 

  

  AMG TimesSquare Small Cap Growth Fund
  Fund Snapshots (unaudited)
  December 31, 2020

  

 

 

PORTFOLIO BREAKDOWN

 

Sector % of
Net Assets
Information Technology 28.5  
Health Care 22.5  
Industrials 14.1  
Consumer Discretionary 11.9  
Financials 8.7  
Communication Services 4.6  
Consumer Staples 2.2  
Real Estate 2.2  
Utilities 1.2  
Materials 0.9  
Short-Term Investments1 7.9  
Other Assets Less Liabilities2 (4.7 ) 

 

1 Includes reinvestment of cash collateral into joint repurchase agreements on security lending transactions.
2 Includes repayment of cash collateral on security lending transactions.

TOP TEN HOLDINGS

 

Security Name  

% of 

Net Assets 

Q2 Holdings, Inc.   2.0  
Sailpoint Technologies Holdings, Inc.   1.8  
Wheels Up   1.6  
Acceleron Pharma, Inc.   1.6  
WNS Holdings, Ltd., ADR (India)   1.5  
NIC, Inc.   1.5  
Phreesia, Inc.   1.5  
LendingTree, Inc.   1.5  
National Vision Holdings, Inc.   1.4  
Onto Innovation, Inc.   1.4  
Top Ten as a Group   15.8  


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

 

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

 

 

  8


 

 

  AMG TimesSquare Small Cap Growth Fund
  Schedule of Portfolio Investments
  December 31, 2020

  

 

 

  Shares   Value  
Common Stocks - 95.0%        
Communication Services - 4.6%        
Bandwidth, Inc., Class A*,1 35,500   $5,455,285  
Cardlytics, Inc.* 8,600   1,227,822  
Cogent Communications Holdings, Inc. 20,000   1,197,400  
CuriosityStream, Inc.* 218,669   3,050,433  
CuriosityStream, Inc.*,2,3,4 52,622   587,261  
Shenandoah Telecommunications Co. 65,000   2,811,250  
Vonage Holdings Corp.* 459,200   5,912,200  
Total Communication Services     20,241,651  
Consumer Discretionary - 10.3%        
1-800-Flowers.com, Inc., Class A*,1 115,000   2,990,000  
At Home Group, Inc.*,1 186,000   2,875,560  
Callaway Golf Co. 143,000   3,433,430  
Hilton Grand Vacations, Inc.* 100,000   3,135,000  
Leslie’s, Inc.*,1 150,000   4,162,500  
Malibu Boats, Inc., Class A* 50,000   3,122,000  
National Vision Holdings, Inc.*,1 140,000   6,340,600  
Ollie’s Bargain Outlet Holdings, Inc.*,1 23,500   1,921,595  
OneSpaWorld Holdings, Ltd. (Bahamas)1 150,000   1,521,000  
Planet Fitness, Inc., Class A* 53,000   4,114,390  
Rush Street Interactive, Inc.* 210,200   4,550,830  
Wingstop, Inc. 30,000   3,976,500  
YETI Holdings, Inc.* 54,500   3,731,615  
Total Consumer Discretionary     45,875,020  
Consumer Staples - 2.2%        
BJ’s Wholesale Club Holdings, Inc.*,1 104,000   3,877,120  
The Simply Good Foods Co.* 133,000   4,170,880  
Vital Farms, Inc.*,1 76,000   1,923,560  
Total Consumer Staples     9,971,560  
Financials - 8.5%        
CIIG Merger Corp., Class A*,1 65,100   1,830,612  
Evercore, Inc., Class A 32,000   3,508,480  
Focus Financial Partners, Inc., Class A* 100,000   4,350,000  
Green Dot Corp., Class A* 78,000   4,352,400  
Hamilton Lane, Inc., Class A 59,000   4,604,950  
Houlihan Lokey, Inc. 45,000   3,025,350  
LendingTree, Inc.*,1 24,000   6,570,960  
Selective Insurance Group, Inc. 67,000   4,487,660  
South Mountain Merger Corp., Class A* 174,300   2,811,459  
TPG Pace Beneficial Finance Corp., Class A*,1 90,000   2,328,300  
Total Financials     37,870,171  
  Shares   Value  
Health Care - 22.5%        
Acceleron Pharma, Inc.* 54,000   $6,908,760  
Adaptive Biotechnologies Corp.* 91,000   5,380,830  
Addus HomeCare Corp.* 50,000   5,854,500  
Arcus Biosciences, Inc.* 87,000   2,258,520  
AtriCure, Inc.* 90,000   5,010,300  
BioLife Solutions, Inc.* 53,000   2,114,170  
Blueprint Medicines Corp.* 53,000   5,943,950  
Bridgebio Pharma, Inc.*,1 62,500   4,444,375  
Certara, Inc.* 30,900   1,041,948  
ChemoCentryx, Inc.* 54,500   3,374,640  
CRISPR Therapeutics AG (Switzerland)* 7,200   1,102,392  
Inspire Medical Systems, Inc.* 30,000   5,642,700  
Intra-Cellular Therapies, Inc.*,1 92,000   2,925,600  
LHC Group, Inc.* 18,000   3,839,760  
Mersana Therapeutics, Inc.* 37,100   987,231  
MorphoSys AG, ADR (Germany)*,1 88,000   2,493,920  
NanoString Technologies, Inc.*,1 72,500   4,848,800  
Outset Medical, Inc.* 45,400   2,580,536  
Phreesia, Inc.* 123,000   6,673,980  
PTC Therapeutics, Inc.* 75,000   4,577,250  
Pulmonx Corp.* 32,200   2,222,444  
Quotient, Ltd. (Switzerland)*,1 380,000   1,979,800  
Shockwave Medical, Inc.*,1 30,000   3,111,600  
Silk Road Medical, Inc.* 62,500   3,936,250  
STAAR Surgical Co.* 45,000   3,564,900  
Tandem Diabetes Care, Inc.* 41,500   3,970,720  
Tarsus Pharmaceuticals, Inc.*,1 52,200   2,157,426  
Taysha Gene Therapies, Inc.*,1 44,000   1,167,760  
Total Health Care     100,115,062  
Industrials - 14.1%        
Albany International Corp., Class A 39,000   2,863,380  
ASGN, Inc.* 73,000   6,097,690  
Axon Enterprise, Inc.* 33,500   4,104,755  
The AZEK Co., Inc.* 158,700   6,102,015  
Builders FirstSource, Inc.* 97,100   3,962,651  
Casella Waste Systems, Inc., Class A* 86,000   5,327,700  
Clean Harbors, Inc.* 64,000   4,870,400  
EMCOR Group, Inc. 50,000   4,573,000  
Exponent, Inc. 39,000   3,511,170  
Proto Labs, Inc.* 14,000   2,147,600  
Rexnord Corp. 156,000   6,160,440  
TPI Composites, Inc.* 54,000   2,850,120  


 

 

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

 

  9


 

 

   
  AMG TimesSquare Small Cap Growth Fund
  Schedule of Portfolio Investments (continued)

  

 

 

  Shares   Value  
Industrials - 14.1% (continued)        
TriNet Group, Inc.* 68,000   $5,480,800  
WillScot Mobile Mini Holdings Corp.* 200,000   4,634,000  
Total Industrials     62,685,721  
Information Technology - 28.5%        
2U, Inc.*,1 113,000   4,521,130  
Allegro MicroSystems, Inc.*,1 111,700   2,977,922  
Bottomline Technologies, Inc.* 82,500   4,351,050  
Brooks Automation, Inc. 46,000   3,121,100  
CMC Materials, Inc. 19,000   2,874,700  
Envestnet, Inc.* 54,000   4,443,660  
Evo Payments, Inc., Class A* 135,000   3,646,350  
ExlService Holdings, Inc.* 67,000   5,703,710  
I3 Verticals, Inc., Class A* 145,000   4,814,000  
JFrog, Ltd. (Israel)*,1 49,000   3,078,670  
Kulicke & Soffa Industries, Inc. (Singapore) 120,000   3,817,200  
Littelfuse, Inc. 21,500   5,475,190  
Medallia, Inc.*,1 175,000   5,813,500  
MKS Instruments, Inc. 30,000   4,513,500  
New Relic, Inc.* 80,000   5,232,000  
NIC, Inc. 259,000   6,689,970  
nLight, Inc.* 95,000   3,101,750  
Onto Innovation, Inc.* 130,000   6,181,500  
Priority Technology Holdings, Inc.* 402,245   2,831,805  
Q2 Holdings, Inc.* 71,000   8,983,630  
Repay Holdings Corp.* 214,400   5,842,400  
Sailpoint Technologies Holdings, Inc.*,1 150,000   7,986,000  
Smartsheet, Inc., Class A* 87,000   6,028,230  
Sumo Logic, Inc.*,1 43,400   1,240,372  
Talend, S.A., ADR * 62,500   2,396,250  
Vertex, Inc., Class A*,1 132,000   4,600,200  
WNS Holdings, Ltd., ADR (India)* 94,000   6,772,700  
Total Information Technology     127,038,489  
Materials - 0.9%        
Avient Corp. 94,000   3,786,320  
Real Estate - 2.2%        
Innovative Industrial Properties, Inc., REIT 25,000   4,578,250  
Kennedy-Wilson Holdings, Inc. 300,000   5,367,000  
Total Real Estate     9,945,250  
Utilities - 1.2%        
Sunnova Energy International, Inc.* 119,000   5,370,470  
Total Common Stocks        
(Cost $281,275,361)     422,899,714  
  Shares   Value  
Preferred Stock - 1.6%        
Consumer Discretionary - 1.6%        
Wheels Up *,2,4 2,243,589   $7,291,664  
Total Preferred Stock        
(Cost $6,999,997)     7,291,664  
Warrants - 0.2%        
Financials - 0.2%        
South Mountain Merger Corp. (exercise price
$11.50), 06/20/24*
       
(Cost $122,503) 143,594   611,711  
         
  Principal
Amount
     
Short-Term Investments - 7.9%        
Joint Repurchase Agreements - 5.1%5        
Amherst Pierpont Securities LLC, dated 12/31/20, due 01/04/21, 0.100% total to be received $1,326,614 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 4.628%, 02/03/21 - 11/20/70, totaling $1,353,131) $1,326,599   1,326,599  
Cantor Fitzgerald Securities, Inc., dated 12/31/20, due 01/04/21, 0.070% total to be received $3,936,810 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 01/25/21 - 10/15/62, totaling $4,015,515) 3,936,779   3,936,779  
CF Securities LLC, dated 12/31/20, due 01/04/21, 0.070% total to be received $1,347,390 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 4.750%, 01/14/21 - 01/20/69, totaling $1,374,328) 1,347,380   1,347,380  
Citadel Securities LLC, dated 12/31/20, due 01/04/21, 0.130% total to be received $2,975,481 (collateralized by various U.S. Treasuries, 0.000% - 7.875%, 01/31/21 - 05/15/49, totaling $3,034,993) 2,975,438   2,975,438  
JVB Financial Group LLC, dated 12/31/20, due 01/04/21, 0.130% total to be received $1,539,299 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.125% - 7.000%, 07/01/22 - 12/01/50, totaling $1,570,063) 1,539,277   1,539,277  
Mirae Asset Securities USA, Inc., dated 12/31/20, due 01/04/21, 0.130% total to be received $1,758,826 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 8.125%, 02/18/21 - 01/15/62, totaling $1,794,003) 1,758,801   1,758,801  


 

 

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

 

  10


 

 

   
  AMG TimesSquare Small Cap Growth Fund
  Schedule of Portfolio Investments (continued)

  

 

 

  Principal
Amount
  Value  
Joint Repurchase Agreements - 5.1%5        
(continued)        
Palafox Trading LLC, dated 12/31/20, due 01/04/21, 0.130% total to be received $1,668,406 (collateralized by various U.S. Treasuries, 0.250% - 1.125%, 02/28/25 - 05/31/25, totaling $1,702,366) $1,668,382   $1,668,382  
RBC Dominion Securities, Inc., dated 12/31/20, due 01/04/21, 0.080% total to be received $4,245,999 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.000%, 01/05/21 - 12/20/50, totaling $4,330,880) 4,245,961   4,245,961  
State of Wisconsin Investment Board, dated 12/31/20, due 01/04/21, 0.160% total to be received $3,907,438 (collateralized by various U.S. Treasuries, 0.125% - 3.875%, 07/15/22 - 02/15/47, totaling $3,995,450) 3,907,369   3,907,369  
Total Joint Repurchase Agreements     22,705,986  

 

* Non-income producing security.

1 Some of these securities, amounting to $62,717,606 or 14.1% 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 This security is restricted and not available for re-sale. For CuriosityStream, Inc., the Fund converted preferred shares to escrow and unrestricted common shares as part of an Initial Public Offering on October 15, 2020. The market value of the escrow shares and unrestricted common shares were $470,611 and $11,611,224, respectively on the date of conversion, which equates to $8.96 and $11.20 per share, respectively. At December 31, 2020, the cost of the escrow shares was $437,692 and market value was $587,261 which equates to 0.1% of net assets. For Wheels Up, the Fund purchased preferred shares on September 28, 2017 for $6,999,997 and the current market value as of December 31, 2020 is $7,291,664, which equates to $3.25 per share and 1.7% of net assets. The total value of restricted securities held is $7,878,925, which represents 1.8% of net assets.

  Shares   Value  
Other Investment Companies - 2.8%        
Dreyfus Government Cash Management Fund Institutional Shares, 0.03%6 4,141,408   $4,141,408  
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 0.03%6 4,141,408   4,141,408  
JPMorgan U.S. Government Money Market Fund, IM Shares, 0.03%6 4,266,905   4,266,905  
Total Other Investment Companies     12,549,721  
Total Short-Term Investments        
(Cost $35,255,707)     35,255,707  
Total Investments - 104.7%        
(Cost $323,653,568)     466,058,796  
Other Assets, less Liabilities - (4.7)%     (20,722,802)  
Net Assets - 100.0%     $445,335,994  

   

3 Shares held in escrow

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

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

6 Yield shown represents the December 31, 2020, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

ADR     American Depositary Receipt

REIT     Real Estate Investment Trust



 

 

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

 

  11


 

 

   
  AMG TimesSquare Small 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 December 31, 2020:

 

    Level 1   Level 2   Level 3   Total
Investments in Securities                        
Common Stocks                        
Information Technology   $127,038,489             $127,038,489  
Health Care   100,115,062             100,115,062  
Industrials   62,685,721             62,685,721  
Consumer Discretionary   45,875,020             45,875,020  
Financials   37,870,171             37,870,171  
Communication Services   19,654,390         $587,261     20,241,651  
Consumer Staples   9,971,560             9,971,560  
Real Estate   9,945,250             9,945,250  
Utilities   5,370,470             5,370,470  
Materials   3,786,320             3,786,320  
Preferred Stock             7,291,664     7,291,664  
Warrants††   611,711             611,711  
Short-Term Investments                        
Joint Repurchase Agreements       $22,705,986         22,705,986  
Other Investment Companies   12,549,721             12,549,721  
Total Investments in Securities   $435,473,885     $22,705,986     $7,878,925     $466,058,796  

 

All preferred stocks held in the Fund are Level 3 securities. For a detailed breakout of preferred stocks by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments.

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

 

For the fiscal year ended December 31, 2020, there were no transfers in or out of Level 3.

 

The following table below is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value at December 31, 2020:

 

    Common 
Stock
    Preferred 
Stock
 
Balance as of December 31, 2019       $18,700,090  
Realized gain (loss)        
Change in unrealized appreciation/depreciation   $149,569     (407,102 )
Purchases*   437,692      
Sales*       (11,001,324 )
Balance as of December 31, 2020   $587,261     $7,291,664  
             
Net change in unrealized appreciation/depreciation on investments still held at December 31, 2020   $149,569     $(516,026 )

* A preferred stock valued at $11,001,324 was converted to common shares via an Initial Public Offering (“IPO”); in which, a portion of the common stock received was held in escrow. The amounts reflected under the captions Purchases and Sales represent the initial value of the common shares held in escrow and the value of the preferred stock immediately prior to the IPO, respectively. Prior to the IPO, the preferred stock was valued using unobservable inputs.

 

 

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

 

  12


 

 

   
  AMG TimesSquare Small Cap Growth 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 December 31, 2020. 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
December 31, 2020
    Valuation
Technique(s)
  Unobservable
Inputs(s)
  Range   Median     Impact to Valuation from an Increase in Input(a)
Common Stock   $587,261     Market Approach -   Discount Rate   20%   N/A     Decrease
          last trade in active market                  
Preferred Stock   7,291,664     Discounted Cash Flow   Growth Rate   3%   N/A     Increase
          Discount Rate   20%   N/A     Decrease
Total   $7,878,925                        

 

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

 

  13


 

 

   
  AMG TimesSquare Mid Cap Growth Fund
  Portfolio Manager’s Comments (unaudited)

  

 

 

The Year In Review

 

For the year ended December 31, 2020, AMG TimesSquare Mid Cap Growth Fund’s (the “Fund”) Class N shares returned 33.03%, while its benchmark, the Russell Midcap® Growth Index, returned 35.59%.

 

We close the books on 2020, a year where the most important statistic may have been COVID-19’s global death toll of 1.8 million people, 20% of whom were from the U.S. Somewhat surprising this year, in the face of that casualty rate and widespread shutdowns, was the doggedness of the global equity markets that looked past the social and economic damage taking place in 2020. Markets instead focused on the potential halcyon days waiting in 2021. The major global market indexes declined by an average of (29)% from the start of the year to the lows of mid-March, followed by an ascent of 62%, and ended the year with an above typical annual gain of 15%. A significant portion of that occurred in the fourth quarter with Emerging Markets climbing 20%, followed by 16% for Non-U.S. and 12% for U.S. equities.

 

Global volatility levels spiked in March to peaks not seen since the 2008 Global Financial Crisis, though quickly receded to moderate levels. Economic activities worldwide quickly fell to record low contraction levels in April; though by summer they returned to economic expansion territory with staggered reopenings of businesses, and ended the year slightly higher than they began it. Central banks assisted with significant monetary stimulus—or quantitative easing to the nth degree—which led most governments’ responses as levels of fiscal support varied.

 

Stable economic growth seemed fleeting in the U.S. this year. The annual rate of gross domestic product growth slipped by 5% in the first quarter before tumbling 31% in the second quarter—the steepest quarterly drop on record. While there was a sharp recovery in the third quarter of 33%, that still left a significant dent in productivity even if an above average growth rate is reported for the fourth quarter. Despite the optimism shown by the gains for equities and expectations of economic expansion, measures of consumer confidence and sentiment deteriorated as the year came to an end, with the December resurgence of COVID-19 cases curbing their enthusiasm. Another factor likely was the contentious election and equally disruptive aftermath. After all the shouting, counting, and more shouting, the Presidential administration and the Senate changed parties.

 

The U.S. market’s craving for growth was apparent in the cross currents among equity returns. While value stocks rebounded with better performance in the fourth quarter and smaller capitalization stocks were prized, for the full year growth stocks were the clear winners across all size segments and larger capitalization stocks had higher returns. Within small-to-mid cap growth stocks this quarter, the market preferred lower quality, higher valuations, and higher risk. Thus it was not surprising that information technology was one of the best performing sectors while consumer staples was the worst.

 

Amidst this rapidly shifting environment, the Fund underperformed the Russell Midcap® Growth Index for the year. There was relative weakness in the financials, health care, and real estate sectors that was partially offset by strength from our positions in information technology and communication services.

 

COVID-19 created headwinds for some of our holdings in the financials sector. Aircraft leasing and aviation finance company AerCap Holdings, Inc. descended 58% due to the sudden and substantial reduction in global air travel. That stock was sold out of the Fund during the first quarter due to limited visibility of when the industry might recover. Assured Guaranty Ltd. offers credit protection products to public finance, infrastructure, and structured finance markets. Municipalities across the country came under pressure from the greater need for services, though with lower income from taxes and fees. The position was liquidated from the Fund in the second quarter, though it fell 47% for the time it was held.

 

The market downturn also created investment opportunities. Case in point was the addition of Discover Financial Services to the Fund. Its Direct Banking segment offers Discover-branded credit cards as well as consumer products and services. Their payment services business operates an automated teller machine, debit, and electric funds transfer network. Discover’s share price appreciated by 101% since it was added. They conservatively built up reserves for potential net charge-offs and later in the year reported stable to improving trends in both credit metrics and loan balances.

 

The portfolio experienced some challenges within health care. Reata Pharmaceuticals, Inc. is a clinical-state biopharmaceutical company focused on developing therapeutics for patients with serious or life-threatening diseases. Friedreich ataxia is one such rare and inherited disease for which Reata

 

developed a drug for this unmet medical need that advanced to phase II trials. Its potential approval came into question when the Food & Drug Administration (FDA) asked the company to run another study. That caused the stock to decline by 27% and we sold the position during the third quarter. Global Blood Therapeutics, Inc. is a biotechnology developer of treatments for blood disorders. Their Oxbryta drug was approved for treating sickle cell disease and generated better than expected commercial sales in the early part of the year. We decided to sell out of the position during the third quarter on prescription volume concerns on lower doctor’s office visits due to a resurgence of COVID-19. The stock retreated (30)% for the time it was held. Partially countering these detractors was the 28% rise in Vertex Pharmaceuticals, Inc., a pharmaceutical developer of treatments for cystic fibrosis. The company exceeded projections for revenues and earnings. Neither its supply chain nor its patient demand were impacted by the pandemic. We sold the position out of the Fund in June as its market cap reached $75 billion and beyond product norms. Another positive came from Immunomedics, Inc., which is a biopharmaceutical company focused on monoclonal antibody-based products for targeted cancer treatment. Its leading drug Trodelvy entered into trials for label expansion to treat urothelial and colorectal cancers. That revenue potential also caught the eye of Gilead Sciences, which announced plans to acquire the company in September. We decided to exit the position and book the 193% in profits.

 

The pandemic had quite an impact on the real estate sector. CBRE Group, Inc. provides commercial real estate management and investment services. The industry experienced a severe decline in commercial real estate leasing and investment sales activity. While CBRE does possess more durable and resilient parts to its business such as facilities management, the commercial real estate market recovery is likely to be slow and drawn out. We therefore decided to liquidate the position in the June-July timeframe and the stock was down 29% for the period it was held. Better news came from SBA Communications Corp., a wireless infrastructure company operating towers in North and Latin America. While AT&T and Verizon wireless spending held steady, site leasing activity from the new T-Mobile has been slower than anticipated. Management remains confident the pace of investment will increase and noted

 

 

 

 

  14


 

 

   
  AMG TimesSquare Mid Cap Growth Fund
  Portfolio Manager’s Comments (continued)

 

 

 

discussions with Dish Network have been very constructive as they begin setting up their network. SBA is also well positioned to benefit from the 5G upgrade cycle, which is in the early stages. While the stock was up 18%, that lagged the index sector return of 25%.

 

The information technology sector was home to the portfolio’s largest contributors. CrowdStrike Holdings, Inc. Class A, a provider of cloud-based network security services that supports a range of devices and endpoints, surged ahead by 293%. The stock was added to the Fund in January and we increased the position over time. CrowdStrike’s solutions became more important to businesses as they adapted to a work from home environment. The company has been experiencing record demand for its professional services due to a heightened cyber threat environment. Throughout the year, they continually posted strong results while raising the customer counts and subscription levels. Another strong performer was Twilio, Inc. Class A with its 216% return. They offer a cloud communications platform. We added this position to the Fund during the first quarter and built it up since then. Quarterly results consistently exceeded consensus estimates. In the COVID era, the company’s systems came into high demand for remote contact centers, contactless delivery, remote learning, telemedicine, contact tracing, and mass notifications. Twilio continues to see an acceleration of projects tied to digital transformation in customer engagement. Avalara, Inc. is an outsourced provider of tax compliance

 

services for small to mid-sized businesses. Its solid 125% stock price appreciation is a function of growth in demand for their tax determination and cross border services. Avalara is benefiting from the acceleration in e-commerce, cloud, and omnichannel adoption among its customers. Also, governments around the world are laser-focused on shoring up their revenue sources due to the pandemic. We trimmed the position on strength. WEX, Inc. provides payment processing and information management services for the U.S. commercial and government fleet industry. Part of their fleet revenue comes from collecting a volume-based fee from fuel purchases among its customers. The sheer drop in oil prices and reduced business activities took a toll on its business. The position was liquidated from the Fund during the second quarter and slid (49)% for the time it was held.

 

In communication services, Pinterest, Inc. is an image-based social media network where users and businesses can explore and promote their interests. Throughout the year, Pinterest substantially grew is global customer base while also managing to beat elevated expectation for revenues and earnings. They are generating strong returns on investments across technology, sales, and advertising products. Shares of Pinterest Class A climbed 253% for the year. A less mobile population turned to various forms of entertainment. One such example is Zynga Inc., a mobile games developer and operator, which scored a 61% gain. This company develops,

 

markets, and operates social games as live services played on mobile platforms. Among their games are CSR Racing, Empires & Puzzles, Merge Dragons!, Merge Magic!, Toon Blast, Toy Blast, Words With Friends, and Zynga Poker. Zynga’s games are now available in more than 150 countries. During 2020, they experienced the highest level of revenues and bookings in their history, record online game user revenues, and the best average mobile daily active users in more than six years.

 

Turning the page to 2021 allows us to look forward optimistically, but does not extinguish the concerns that plagued 2020. The start of the year marked the end of the Brexit transition for the U.K. from the European Union; so beginning later this month all the new agreements will go into effect for trade, travel, and other aspects. While distribution began for COVID-19 vaccines, case rates continued to climb and the coronavirus showed signs of mutating. Although we have not yet returned to our New York City office, all of us at TimesSquare Capital Management LLC continue working collectively to steward your investments. We hope that 2021 will be brighter for all of us, though from an investment perspective we remain vigilant. As always, we are available for any questions you might have as we endeavor to protect the assets you have entrusted with us.

 

This commentary reflects the viewpoints of TimesSquare Capital Management LLC, and is not intended as a forecast or guarantee of future results.

 

 

 

 

  15


 

   
   
  AMG TimesSquare Mid Cap Growth Fund
 

Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG TimesSquare 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. This graph compares a hypothetical $10,000 investment made in the AMG TimesSquare Mid Cap Growth Fund’s Class N shares on December 31, 2010 to a $10,000 investment made in the Russell Midcap® 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.

 

 

 

The table below shows the average annual total returns for the AMG TimesSquare Mid Cap Growth Fund and the Russell Midcap® Growth Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1   One
Year
  Five
Years
  Ten
Years
  Since
Inception
  Inception
Date
 
AMG TimesSquare Mid Cap Growth Fund2, 3, 4, 5, 6
Class N     33.03 %   17.99 %   14.35 %   11.77 %   03/04/05  
Class I     33.27 %           19.97 %   02/24/17  
Class Z     33.36 %   18.23 %   14.58 %   11.99 %   03/04/05  
Russell Midcap® Growth Index7     35.59 %   18.66 %   15.04 %   11.64 %   03/04/05

 

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 amgfunds.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 December 31, 2020. All returns are in U.S. dollars ($).

 

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

 

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

 

4 The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

 

5 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.

 

6 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

 

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

 

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

 

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







 

 

 

  16


 

 

   
  AMG TimesSquare Mid Cap Growth Fund
 

Fund Snapshots (unaudited)

  December 31, 2020

 

 

 

PORTFOLIO BREAKDOWN

 

Sector   % of
Net Assets
Information Technology   38.9
Health Care   16.6
Industrials   15.4
Consumer Discretionary     9.0
Communication Services     7.0
Financials     5.8
Materials     2.7
Real Estate     2.1
Consumer Staples     1.0
Short-Term Investments     1.6
Other Assets Less Liabilities   (0.1)

TOP TEN HOLDINGS

 

Security Name   % of
Net Assets
Crowdstrike Holdings, Inc., Class A   3.4
Twilio, Inc., Class A   3.3
RenaissanceRe Holdings, Ltd. (Bermuda)   3.1
Charles River Laboratories International, Inc.   2.5
Pinterest, Inc., Class A   2.3
CoStar Group, Inc.   2.3
SBA Communications Corp.   2.1
Zendesk, Inc.   2.0
Waste Connections, Inc.   1.9
Zynga, Inc., Class A   1.9
Top Ten as a Group   24.8


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

 

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

 

 

 

  17


 

 

   
  AMG TimesSquare Mid Cap Growth Fund
  Schedule of Portfolio Investments
  December 31, 2020

 

 

 

  Shares   Value  
Common Stocks - 98.5%        
Communication Services - 7.0%        
Altice USA, Inc., Class A* 628,700   $23,808,869  
IAC/InteractiveCorp.* 176,400   33,401,340  
Pinterest, Inc., Class A* 716,200   47,197,580  
Zynga, Inc., Class A* 3,920,200   38,692,374  
Total Communication Services     143,100,163  
Consumer Discretionary - 9.0%        
Brunswick Corp. 337,000   25,692,880  
Burlington Stores, Inc.* 140,400   36,721,620  
CarMax, Inc.* 209,900   19,827,154  
ContextLogic, Inc., Class A*,1 502,600   9,167,424  
Domino’s Pizza, Inc. 44,400   17,025,624  
Lululemon Athletica, Inc. (Canada)* 74,200   25,823,826  
O’Reilly Automotive, Inc.* 73,400   33,218,638  
Pool Corp.* 42,300   15,756,750  
Total Consumer Discretionary     183,233,916  
Consumer Staples - 1.0%        
Lamb Weston Holdings, Inc. 252,600   19,889,724  
Financials - 5.8%        
Discover Financial Services 244,500   22,134,585  
The Progressive Corp. 333,200   32,946,816  
RenaissanceRe Holdings, Ltd. (Bermuda) 381,200   63,210,584  
Total Financials     118,291,985  
Health Care - 16.6%        
AmerisourceBergen Corp. 282,100   27,578,096  
Ascendis Pharma A/S, ADR (Denmark)* 157,900   26,334,562  
Blueprint Medicines Corp.* 172,400   19,334,660  
Catalent, Inc.* 341,900   35,581,533  
Centene Corp.* 338,500   20,320,155  
Charles River Laboratories International, Inc.* 202,400   50,571,664  
Chemed Corp. 64,525   34,366,660  
Encompass Health Corp. 292,900   24,219,901  
Guardant Health, Inc.* 74,800   9,640,224  
PRA Health Sciences, Inc.* 139,700   17,523,968  
Royalty Pharma PLC, Class A1 580,400   29,049,020  
Seagen, Inc.* 139,800   24,484,572  
STERIS PLC 99,380   18,836,485  
Total Health Care     337,841,500  
Industrials - 15.4%        
AMETEK, Inc. 177,300   21,442,662  
Carlisle Cos., Inc. 145,100   22,661,718  
Cintas Corp. 49,100   17,354,886  
  Shares   Value  
Copart, Inc.* 238,800   $30,387,300  
CoStar Group, Inc.* 49,600   45,844,288  
L3Harris Technologies, Inc. 135,900   25,687,818  
Nordson Corp. 107,500   21,602,125  
Robert Half International, Inc.* 320,700   20,037,336  
TransUnion 388,500   38,546,970  
Verisk Analytics, Inc. 146,700   30,453,453  
Waste Connections, Inc. 386,900   39,684,333  
Total Industrials     313,702,889  
Information Technology - 38.9%        
Amphenol Corp., Class A 160,300   20,962,431  
Atlassian Corp. PLC, Class A (Australia)* 65,700   15,365,259  
Avalara, Inc.* 163,000   26,877,070  
Bill.com Holdings, Inc.* 122,100   16,666,650  
Booz Allen Hamilton Holding Corp. 402,500   35,089,950  
Coupa Software, Inc.* 94,000   31,857,540  
Crowdstrike Holdings, Inc., Class A* 322,400   68,290,768  
CyberArk Software, Ltd. (Israel)* 119,900   19,374,641  
Elastic, N.V.* 187,450   27,392,069  
Entegris, Inc. 239,100   22,977,510  
FleetCor Technologies, Inc.* 75,200   20,516,816  
Gartner, Inc.* 190,800   30,564,252  
Genpact, Ltd. 119,375   4,937,350  
Global Payments, Inc. 161,200   34,725,704  
HubSpot, Inc.* 53,150   21,070,786  
Jack Henry & Associates, Inc. 158,500   25,675,415  
Keysight Technologies, Inc.* 212,000   28,003,080  
Lam Research Corp. 57,100   26,966,617  
Marvell Technology Group, Ltd. 442,900   21,055,466  
McAfee Corp., Class A1 916,200   15,291,378  
Microchip Technology, Inc. 198,800   27,456,268  
Monolithic Power Systems, Inc. 55,100   20,179,273  
New Relic, Inc.* 241,800   15,813,720  
Nice, Ltd., Sponsored ADR (Israel)* 107,100   30,367,134  
Paylocity Holding Corp.* 25,200   5,188,932  
SolarEdge Technologies, Inc. (Israel)* 43,700   13,945,544  
SS&C Technologies Holdings, Inc. 385,900   28,074,225  
Synopsys, Inc.* 107,500   27,868,300  
Twilio, Inc., Class A* 198,350   67,141,475  
Unity Software, Inc.*,1 18,800   2,885,236  
Zendesk, Inc.*,1 284,800   40,760,576  
Total Information Technology     793,341,435  


 

 

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

 

  18


 

 

   
   
  AMG TimesSquare Mid Cap Growth Fund
 

Schedule of Portfolio Investments (continued)

 

 

 

  Shares   Value  
Materials - 2.7%        
FMC Corp. 182,700   $20,997,711  
Martin Marietta Materials, Inc. 50,300   14,283,691  
RPM International, Inc. 208,300   18,909,474  
Total Materials   54,190,876  
Real Estate - 2.1%        
SBA Communications Corp., REIT 150,500   42,460,565  
Total Common Stocks        
(Cost $1,175,872,832)   2,006,053,053  
       
  Principal
Amount
     
Short-Term Investments - 1.6%        
Joint Repurchase Agreements - 0.6%2        
Cantor Fitzgerald Securities, Inc., dated 12/31/20, due 01/04/21, 0.070% total to be received $2,391,443 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 01/25/21 - 10/15/62, totaling $2,439,253) $2,391,424   2,391,424  
Citadel Securities LLC, dated 12/31/20, due 01/04/21, 0.130% total to be received $2,359,913 (collateralized by various
U.S. Treasuries, 0.000% - 7.875%, 01/31/21 - 05/15/49, totaling $2,407,113)
2,359,879   2,359,879  
Citigroup Global Markets, Inc., dated 12/31/20, due 01/04/21, 0.070% total to be received $1,847,186 (collateralized by various
U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 4.000%, 09/15/21 - 01/01/51, totaling $1,884,116)
1,847,172   1,847,172  
JVB Financial Group LLC, dated 12/31/20, due 01/04/21, 0.130% total to be received $1,040,391 (collateralized by various
U.S. Government Agency Obligations and U.S. Treasuries, 0.125% - 7.000%, 07/01/22 - 12/01/50, totaling $1,061,184)
1,040,376   1,040,376  
  Principal
Amount
  Value  
Mirae Asset Securities USA, Inc., dated 12/31/20, due 01/04/21, 0.130% total to be received $1,068,411 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 8.125%, 02/18/21 - 01/15/62, totaling $1,089,780) $1,068,396   $1,068,396  
RBC Dominion Securities, Inc., dated 12/31/20, due 01/04/21, 0.080% total to be received $2,712,130 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.000%, 01/05/21 - 12/20/50, totaling $2,766,348) 2,712,106   2,712,106  
Total Joint Repurchase Agreements     11,419,353  
         
  Shares      
Other Investment Companies - 1.0%        
Dreyfus Government Cash Management Fund,        
Institutional Shares, 0.03%3 6,893,882   6,893,882  
Dreyfus Institutional Preferred Government        
Money Market Fund, Institutional Shares, 0.03%3 6,893,882   6,893,882  
JPMorgan U.S. Government Money Market Fund, IM Shares, 0.03%3 7,102,787   7,102,787  
Total Other Investment Companies     20,890,551  
Total Short-Term Investments        
(Cost $32,309,904)     32,309,904  
Total Investments - 100.1%        
(Cost $1,208,182,736)     2,038,362,957  
Other Assets, less Liabilities - (0.1)%     (1,133,231 )
Net Assets - 100.0%     $2,037,229,726  


 

* Non-income producing security.

1 Some of these securities, amounting to $88,886,890 or 4.4% 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.

3 Yield shown represents the December 31, 2020, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.
ADR American Depositary Receipt
REIT Real Estate Investment Trust


 

 

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

 

  19


 

 

   
   
  AMG TimesSquare 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 December 31, 2020:

 

      Level 1     Level 2     Level 3     Total  
Investments in Securities                          
Common Stocks     $2,006,053,053             $2,006,053,053  
Short-Term Investments                          
Joint Repurchase Agreements         $11,419,353         11,419,353  
Other Investment Companies     20,890,551             20,890,551  
Total Investments in Securities     $2,026,943,604     $11,419,353         $2,038,362,957  

 

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 December 31, 2020, there were no transfers in or out of Level 3.

 

 

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

 

  20


 

 

   
   
  AMG TimesSquare International Small Cap Fund
 

Portfolio Manager’s Comments (unaudited)

 

 

 

Year In Review

 

For the year ended December 31, 2020, AMG TimesSquare International Small Cap Fund’s (the “Fund”) Class N shares returned 13.55%, while its benchmark, the MSCI EAFE Small Cap Index returned 12.34%.

 

We close the books on 2020, a year where the most important statistic may have been COVID-19’s global death toll of 1.8 million people. Somewhat surprising this year, in the face of that casualty rate and widespread shutdowns, was the doggedness of the global equity markets that looked past the social and economic damage taking place in 2020. Markets instead focused on the potential halcyon days awaiting us in 2021.

 

Global volatility levels spiked in March to peaks not seen since the 2008 Global Financial Crisis, though quickly receded to moderate levels. Economic activities worldwide quickly fell to record low contraction levels in April; though by summer they returned to economic expansion territory with staggered reopenings of businesses, ending the year slightly higher than they began it. Central banks assisted with significant monetary stimulus—or quantitative easing to the nth degree—which led most governments’ responses as levels of fiscal support varied.

 

Across the world in Japan, Yoshihide Suga was elected Japan’s prime minister and early signs suggest that he may implement some much needed reform in the healthcare systems and in promoting greater digitalization. Results from the much-anticipated U.S. election received a positive reception from markets on expectations of a return to more traditional foreign policy. Also incrementally positive was that after drawn out negotiations, the United Kingdom and European Union finally agreed to a Brexit deal. Finally, the announcements of multiple COVID-19 vaccines provided some light at the end of the tunnel for 2020. Investors welcomed the news and looked to areas that had been hit the hardest and are set to benefit from a recovery in global trade and travel.

 

Fund Performance Attribution

 

Amidst this rapidly shifting environment, the Fund outperformed the MSCI EAFE Small Cap benchmark in 2020. There was relative weakness in Asia Pacific Ex-Japan, Europe, and the Emerging Markets that was offset by strength from our positions in Japan. Throughout the year, small cap stocks outperformed their large cap peers with the MSCI EAFE Small Cap 

   

Index rising 12.34%, better than the 7.8% increase for the MSCI EAFE Index. Growth outpaced value in both the international large and small cap universe.

 

Regional Performance: Europe 

The Fund experienced relative weakness in Europe. Italy, the United Kingdom, and Sweden positively contributed to the Fund, while holdings in France and Belgium detracted. In Belgium, Barco N.V., a provider of visualization solutions to the entertainment, enterprise and healthcare industries, retreated by 38%. Shares corrected on concerns of the pandemic’s impact on its cinema projector business. France-based Rubis SCA which provides bulk storage and distribution of petroleum and liquefied petroleum gas was weighed down by 2% as fuel distribution volumes were negatively impacted by COVID-19 related lockdowns and on concerns of its exposure to declining oil prices. Moving over to Spain, Prosegur Compania de Seguridad S.A. provides security services in Europe and Latin America with the later contributing to over half of the company’s total revenues. Although COVID-19 effects curtailed their activity levels and caused shares to drop by 25%, Prosegur maintained a strong cash position and expects business to recover as the situation eases.

 

Turning to areas of strength and more positive was online financial services firm FinecoBank Banca Fineco S.P.A which moved ahead by 36%. The company reported strong year to date inflows into its managed products and strong momentum in its brokerage business. Leveraging its advantageous industry position, the company will benefit from the industry’s structural digital migration. Also strong was Sweden-based Nordic Entertainment Group AB, the region’s leading entertainment provider. Nordic reported solid results as its premium content streaming business had strong subscriber intake and Class B shares climbed 70%. United Kingdom-based Keywords Studios, a provider of outsourced creative and technical services to the video game industry moved forward by 97% on strong results as increased play by gamers during the pandemic will increase the cadence of content development over coming years. The company is making acquisitions in order to strengthen its offering and resources.

 

Offsetting those gains was the Fund’s top detractor, Melrose Industries PLC, a United Kingdom based industrial holding company that focuses on acquiring fundamentally good, but mismanaged assets in structurally growing industries. Shares weighed on performance earlier in the year on back

 

   

of their exposure to the more cyclical aerospace and automotive end markets. Melrose shares recovered in fourth quarter as fundamentals proved to be better than feared but shares still closed the year down 23%.

 

Regional Performance: Japan 

Japan was the Fund’s top regional contributor, benefitting from strong stock selection. Consumer staples and health care holdings were resilient amidst COVID-19 worries. Discount supermarket chain Kobe Bussan Co., Ltd. posted an 80% gain. Running a low-cost, franchise model where self-produced, private-brand products drive customer traffic, the company benefitted from COVID-19 stimulated household demand coupled with new store openings. Even with normalization following the pandemic-driven demand, it continued to be a winner within a deflationary economy. Drugstore operator Sugi Holdings Co., Ltd. share price rose 27% on solid same store sales growth and resilient demand for its products. Management announced a new three-year plan that included an expansion in operating margins. Also positive and new to the Fund was MedPeer, Inc., a relative first-mover in Japan’s online healthcare space. MedPeer provides a community site exclusively for physicians to engage with pharmaceutical companies and recruiters. Beyond just drug-marketing, MedPeer developed an app in collaboration with Sugi Holdings in which customers can receive advice from pharmacists and doctors via online chat. Shares gained 193% as the demand for telemedicine accelerated.

 

While consumer staples and health care holdings remained resilient amidst COVID-19 worries, performance was hurt by weakness in select cyclical names. en-japan, Inc., a provider of internet job recruitment and consultation services, lowered full year guidance which was coupled with a slowing economy and this resulted in a (29)% sell-off. Other weaker areas included ABC Mart, Japan’s largest mass-market shoe retailer. Earnings fell short of expectations as online sales growth was not sufficient to offset weakness at brick-and-mortar sites. Shares declined 23% before we exited our position in fourth quarter.

 

Other holdings rebounded as restrictions started to ease across the country. Chief amongst these was Sushiro Global Holdings, Ltd., Japan’s leader in conveyor belt sushi restaurants, where the share price rose by 79%. While same-store sales declined precipitously in March and April, a recovery in customer traffic coupled with additional take-out

 

 
               
               

 

 

 

  21


 

 

   
   
  AMG TimesSquare International Small Cap Fund
 

Portfolio Manager’s Comments (continued)

 

 

 

sales drove improving fundamentals in May as the government eases the state of emergency. Home renovation provider Katitas, Co., Ltd. climbed 47%. Katitas procures lower-cost pre-owned vacant houses, adds value to them through renovation and sells them at half the price of comparable newly built houses. Its home renovation model is proving resilient in a post-COVID-19 economy as central city buyers gradually relocate to rural settings.

 

Regional Performance: Asia/Pacific ex Japan 

The Fund’s Australian financial services holdings in Asia/Pacific Ex-Japan also faced some headwinds. Challenger, Ltd. offers annuities and other fixed income products to the underpenetrated Australian market. Regulatory and structural changes in the financial advice industry weighed on Challenger’s local annuity sales. Declining interest rates also negatively impacted profitability and the company’s investment returns. Though shares recovered in fourth quarter on a strong beat to street expectations, the company finished the year with a 13% decline.

   

Regional Performance: Emerging Markets 

The Fund’s holdings in the Emerging Markets had a negative impact on performance. In the Americas, Mexico-based Regional SAB de CV is a leading bank focused on small-to-medium-sized enterprises and relationship banking. While the Fund owned it during the year, shares dropped 58% on rising concerns of a decline in asset quality and low interest rates impacting profitability. Recognizing those risks, we sold out of the name in second quarter. Offering better performance was China-based property management company A-Living Smart City Services Co., Ltd. Services. Their core business proved to be resilient and non-cyclical as they continued to be paid for properties that were closed due to extended quarantine measures.

 

Conclusion

 

Turning the page to 2021 allows us to look forward optimistically, but does not extinguish the concerns that plagued 2020. The start of the new year marked the end of the Brexit transition for the U.K. from the European Union; so beginning later this month all

   

the new agreements will go into effect for trade, travel, and other aspects. While distribution began for COVID-19 vaccines, case rates continued to climb and the coronavirus showed signs of mutating. Although we have not yet returned to our New York City office, all of us at TimesSquare Capital Management, LLC continue working collectively to steward your investments. We hope that 2021 will be brighter for all of us, though from an investment perspective we remain vigilant. As always, we are available for any questions you might have as we endeavor to protect the assets you have entrusted with us.

 

This commentary reflects the viewpoints of TimesSquare Capital Management, LLC, and is not intended as a forecast or guarantee of future results.

 
               
               

 

 

 

  22


 

 

   
   
  AMG TimesSquare International Small Cap Fund
 

Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG TimesSquare International Small Cap 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 TimesSquare International Small Cap Fund’s Class N shares on January 2, 2013 (inception date), to a $10,000 investment made in the MSCI EAFE Small Cap 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.

 

 

 

The table below shows the average annual total returns for the AMG TimesSquare International Small Cap Fund and the MSCI EAFE Small Cap Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1   One
Year
  Five
Years
  Since
Inception
  Inception
Date
AMG TimesSquare International Small Cap Fund2, 3, 4, 5, 6, 7, 8, 9, 10
Class N   13.55 %   8.89 %   10.30 %   01/02/13  
Class I   13.75 %       10.30 %   02/24/17  
Class Z   13.90 %   9.15 %   10.53 %   01/02/13  
MSCI EAFE Small Cap Index11   12.34 %   9.40 %   9.57 %   01/02/13

 

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

 

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at amgfunds.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 December 31, 2020. All returns are in U.S. dollars ($).

 

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

 

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

 

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

 

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

 

6 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

 

7 The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar investment when converted back to U.S. Dollars.

 

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

 

9 The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

 

10 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.

 

11 The MSCI EAFE Small Cap Index covers all investable small-cap securities with a market capitalization below that of the companies in the MSCI Standard Indices of developed markets, excluding the U.S. and Canada. Please go to


















 

 

 

  23


 

 

   
   
  AMG TimesSquare International Small Cap Fund
 

Portfolio Manager’s Comments (continued)

 

 

 

msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI EAFE Small Cap Index is unmanaged, is not available for investment and does not incur expenses.

 

    All MSCI data is provided ‘as is.’ The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein.    

Copying or redistributing the MSCI data is strictly prohibited.

 

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

 

 

 

 

 

  24


 

 

   
  AMG TimesSquare International Small Cap Fund
 

Fund Snapshots (unaudited)

  December 31, 2020

 

 

 

PORTFOLIO BREAKDOWN

 

Sector % of
Net Assets
Industrials 20.2  
Information Technology 19.3  
Financials 18.0  
Communication Services 10.3  
Health Care 10.0  
Consumer Discretionary 6.7  
Consumer Staples 6.4  
Real Estate 3.5  
Utilities 2.3  
Materials 1.7  
Energy 0.5  
Short-Term Investments 4.1  
Other Assets Less Liabilities (3.0)  

TOP TEN HOLDINGS

 

Security Name   % of
Net Assets
Sushiro Global Holdings, Ltd. (Japan)   3.3  
FinecoBank Banca Fineco S.P.A. (Italy)   3.1  
Nordic Entertainment Group AB, Class B (Sweden)   3.0  
St James’s Place PLC (United Kingdom)   3.0  
Electrocomponents PLC (United Kingdom)   2.9  
Kobe Bussan Co., Ltd. (Japan)   2.5  
Keywords Studios PLC (Ireland)   2.5  
Steadfast Group, Ltd. (Australia)   2.3  
Rubis SCA (France)   2.2  
Melrose Industries PLC (United Kingdom)   2.0  
Top Ten as a Group   26.8  


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.

 

 

 

  25


 

 

   
  AMG TimesSquare International Small Cap Fund
  Schedule of Portfolio Investments
  December 31, 2020

 

 

 

  Shares   Value  
Common Stocks - 98.9%        
Communication Services - 10.3%        
Auto Trader Group PLC (United Kingdom)1 2,247,940   $18,297,641  
Codemasters Group Holdings PLC (United Kingdom)* 588,700   5,265,582  
giftee, Inc. (Japan)*,2 280,600   9,131,328  
HUYA, Inc., ADR (China)*,2 602,903   12,015,857  
IPSOS (France) 243,345   8,212,118  
Kakaku.com, Inc. (Japan) 460,300   12,599,955  
Karnov Group AB (Sweden) 813,842   5,885,507  
Modern Times Group MTG AB, Class B (Sweden)*,2 352,281   6,263,167  
Nordic Entertainment Group AB, Class B (Sweden)* 582,404   32,462,744  
Total Communication Services     110,133,899  
Consumer Discretionary - 6.7%        
Afya, Ltd., Class A (Brazil)*,2 240,200   6,077,060  
CIE Automotive, S.A. (Spain) 403,978   10,883,985  
Dalata Hotel Group PLC (Ireland)* 1,650,021   7,629,607  
Knaus Tabbert AG (Germany)* 41,800   3,237,519  
momo.com, Inc. (Taiwan) 397,200   9,013,828  
Sushiro Global Holdings, Ltd. (Japan) 911,304   34,959,364  
Total Consumer Discretionary     71,801,363  
Consumer Staples - 6.4%        
Kobe Bussan Co., Ltd. (Japan) 890,098   27,348,261  
Pola Orbis Holdings, Inc. (Japan) 407,300   8,270,860  
Sugi Holdings Co., Ltd. (Japan) 187,597   12,531,286  
Viscofan, S.A. (Spain) 97,641   6,924,385  
Zur Rose Group AG (Switzerland)* 43,000   13,797,645  
Total Consumer Staples     68,872,437  
Energy - 0.5%        
Gaztransport Et Technigaz, S.A. (France) 54,935   5,322,024  
Financials - 18.0%        
Aruhi Corp. (Japan) 496,147   8,717,010  
Challenger, Ltd. (Australia)2 3,161,610   15,710,455  
Conduit Holdings, Ltd. (Bermuda)* 1,497,700   10,311,183  
doValue S.P.A. (Italy)*,1 594,500   7,008,514  
FinecoBank Banca Fineco S.P.A. (Italy)* 2,044,313   33,714,850  
Lancashire Holdings, Ltd. (United Kingdom) 1,117,096   11,080,387  
Nordnet AB publ (Sweden)* 803,087   12,601,309  
St James’s Place PLC (United Kingdom) 2,070,900   32,045,267  
Steadfast Group, Ltd. (Australia) 7,972,683   24,532,439  
Tamburi Investment Partners S.P.A. (Italy) 776,915   6,513,777  
Topdanmark AS (Denmark) 305,711   13,269,752  

  Shares   Value  
Zenkoku Hosho Co., Ltd. (Japan) 378,909   $17,357,421  
Total Financials     192,862,364  
Health Care - 10.0%        
Amplifon S.P.A. (Italy)* 487,795   20,275,774  
As One Corp. (Japan) 32,900   5,627,160  
Ascom Holding AG (Switzerland)* 215,093   3,205,024  
Mani, Inc. (Japan) 559,733   15,268,147  
MedPeer, Inc. (Japan)*,2 232,600   18,435,185  
Nippon Shinyaku Co., Ltd. (Japan) 120,900   7,935,859  
Orpea SA (France)* 166,548   21,839,788  
UDG Healthcare PLC (Ireland) 1,413,640   15,089,078  
Total Health Care     107,676,015  
Industrials - 20.2%        
A-Living Smart City Services Co., Ltd. (China)1 2,636,200   11,700,893  
Befesa, S.A. (Luxembourg)1 270,361   17,052,624  
Boa Vista Servicos, S.A. (Brazil) 1,968,950   4,795,198  
Bodycote PLC (United Kingdom) 696,039   7,097,085  
Electrocomponents PLC (United Kingdom) 2,613,551   31,076,096  
en-japan, Inc. (Japan) 429,669   12,907,040  
Harmonic Drive Systems, Inc. (Japan)2 155,549   13,919,564  
Howden Joinery Group PLC (United Kingdom)* 1,659,763   15,635,665  
Interpump Group S.P.A. (Italy) 309,157   15,304,240  
Intrum AB (Sweden)2 426,895   11,131,643  
IPH, Ltd. (Australia) 2,616,140   12,955,706  
Melrose Industries PLC (United Kingdom)* 8,997,822   21,922,228  
Polypipe Group PLC (United Kingdom)* 1,880,166   15,351,875  
Prosegur Cia de Seguridad, S.A. (Spain) 5,696,504   17,089,831  
Stabilus, S.A. (Luxembourg) 124,011   8,766,744  
Total Industrials     216,706,432  
Information Technology - 19.3%        
Accton Technology Corp. (Taiwan) 1,218,800   13,741,599  
Barco, N.V. (Belgium) 442,539   9,626,884  
Brockhaus Capital Management AG (Germany)*,1 64,800   2,434,260  
Chinasoft International, Ltd. (China) 9,503,600   10,621,364  
Datalogic S.P.A. (Italy)2 48,743   832,722  
Disco Corp. (Japan) 34,560   11,647,858  
Douzone Bizon Co., Ltd. (South Korea) 84,200   8,067,230  
Elecom Co., Ltd. (Japan) 282,638   14,595,930  
Horiba, Ltd. (Japan) 148,948   8,748,442  
Keywords Studios PLC (Ireland)* 679,371   26,529,419  
Link Administration Holdings, Ltd. (Australia) 3,149,376   13,454,716  
LINK Mobility Group Holding A.S.A. (Norway)* 885,800   4,799,751  
Nemetschek SE (Germany) 71,632   5,323,574  


 

 

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

 

  26


 

 

   
 
  AMG TimesSquare International Small Cap Fund
 

Schedule of Portfolio Investments (continued)

  

 

 

  Shares   Value  
Information Technology - 19.3% (continued)        
Pexip Holding A.S.A. (Norway)* 593,770   $4,548,593  
Plaid, Inc. (Japan)* 72,500   2,608,469  
Pushpay Holdings, Ltd. (New Zealand)* 5,637,700   7,360,413  
SimCorp A/S (Denmark) 53,935   8,018,856  
Solutions 30 SE (Luxembourg)*,2 543,300   6,990,191  
Systena Corp. (Japan) 675,700   14,187,704  
Tokai Carbon Korea Co., Ltd. (South Korea) 64,200   7,411,864  
Tri Chemical Laboratories, Inc. (Japan) 109,700   17,742,930  
Yeahka, Ltd. (China)*,2 1,605,800   7,802,188  
Total Information Technology     207,094,957  
Materials - 1.7%        
Toyo Gosei Co., Ltd. (Japan) 103,300   11,839,168  
Verallia, S.A. (France)1 191,605   6,794,183  
Total Materials     18,633,351  
Real Estate - 3.5%        
Katitas Co., Ltd. (Japan) 625,852   20,194,546  
Real Matters, Inc. (Canada)* 509,300   7,686,113  
Safestore Holdings PLC, REIT (United Kingdom) 911,200   9,738,943  
Total Real Estate     37,619,602  
Utilities - 2.3%        
Rubis SCA (France) 521,330   24,100,152  
Total Common Stocks        
(Cost $777,671,910)     1,060,822,596  
         
  Principal
Amount
     
Short-Term Investments - 4.1%        
Joint Repurchase Agreements - 3.1%3        
Amherst Pierpont Securities LLC, dated 12/31/20, due 01/04/21, 0.100% total to be received $1,921,188 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 4.628%, 02/03/21 - 11/20/70, totaling $1,959,590) $1,921,167   1,921,167  
Bethesda Securities LLC, dated 12/31/20, due 01/04/21, 0.100% total to be received $1,207,603 (collateralized by various U.S. Government Agency Obligations, 2.500% - 5.500%, 07/01/24 - 10/01/50, totaling $1,231,742) 1,207,590   1,207,590  
Cantor Fitzgerald Securities, Inc., dated 12/31/20, due 01/04/21, 0.070% total to be received $5,701,249 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 01/25/21 - 10/15/62, totaling $5,815,229) 5,701,205   5,701,205  
  Principal
Amount
  Value  
         
CF Securities LLC, dated 12/31/20, due 01/04/21, 0.070% total to be received $1,951,278 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 4.750%, 01/14/21 - 01/20/69, totaling $1,990,288) $1,951,263   $1,951,263  
Citadel Securities LLC, dated 12/31/20, due 01/04/21, 0.130% total to be received $3,883,182 (collateralized by various U.S. Treasuries, 0.000% - 7.875%, 01/31/21 - 05/15/49, totaling $3,960,849) 3,883,126   3,883,126  
Citigroup Global Markets, Inc., dated 12/31/20, due 01/04/21, 0.070% total to be received $5,606,080 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 4.000%, 09/15/21 - 01/01/51, totaling $5,718,157) 5,606,036   5,606,036  
JVB Financial Group LLC, dated 12/31/20, due 01/04/21, 0.130% total to be received $2,229,196 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.125% - 7.000%, 07/01/22 - 12/01/50, totaling $2,273,747) 2,229,164   2,229,164  
Mirae Asset Securities USA, Inc., dated 12/31/20, due 01/04/21, 0.130% total to be received $2,547,114 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 8.125%, 02/18/21 - 01/15/62, totaling $2,598,056) 2,547,077   2,547,077  
Palafox Trading LLC, dated 12/31/20, due 01/04/21, 0.130% total to be received $2,177,371 (collateralized by various U.S. Treasuries,
0.250% - 1.125%, 02/28/25 - 05/31/25, totaling $2,221,691)
2,177,340   2,177,340  
State of Wisconsin Investment Board, dated 12/31/20, due 01/04/21, 0.160% total to be received $5,658,717 (collateralized by various
U.S. Treasuries, 0.125% - 3.875%, 07/15/22 - 02/15/47, totaling $5,786,174)
5,658,616   5,658,616  
Total Joint Repurchase Agreements     32,882,584  
         
  Shares      
Other Investment Companies - 1.0%        
Dreyfus Government Cash Management Fund, Institutional Shares, 0.03%4 3,663,389   3,663,389  
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 0.03%4 3,663,388   3,663,388  
JPMorgan U.S. Government Money Market Fund, IM Shares, 0.03%4 3,774,400   3,774,400  
Total Other Investment Companies     11,101,177  
Total Short-Term Investments        
(Cost $43,983,761)     43,983,761  

 

 

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

 

  27


 

 

   
   
  AMG TimesSquare International Small Cap Fund
 

Schedule of Portfolio Investments (continued)

 

 

 

  Value  
Total Investments - 103.0%    

(Cost $821,655,671)
$1,104,806,357  
Other Assets, less Liabilities - (3.0)% (31,939,263)  
Net Assets - 100.0% $1,072,867,094  

 

* 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 December 31, 2020, the value of these securities amounted to $63,288,115 or 5.9% of net assets.

2 Some of these securities, amounting to $46,177,802 or 4.3% 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.
3 Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

4 Yield shown represents the December 31, 2020, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

ADR American Depositary Receipt

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 December 31, 2020:

 

      Level 1     Level 21     Level 3     Total  
Investments in Securities                          
Common Stocks                          
Industrials     $4,795,198     $211,911,234         $216,706,432  
Information Technology     9,842,480     197,252,477         207,094,957  
Financials     29,921,006     162,941,358         192,862,364  
Communication Services     50,364,108     59,769,791         110,133,899  
Health Care         107,676,015         107,676,015  
Consumer Discretionary     16,944,186     54,857,177         71,801,363  
Consumer Staples     6,924,385     61,948,052         68,872,437  
Real Estate     7,686,113     29,933,489         37,619,602  
Utilities         24,100,152         24,100,152  
Materials         18,633,351         18,633,351  
Energy         5,322,024         5,322,024  
Short-Term Investments                          
Joint Repurchase Agreements         32,882,584         32,882,584  
Other Investment Companies     11,101,177             11,101,177  
Total Investment in Securities     $137,578,653     $967,227,704         $1,104,806,357  

 

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 December 31, 2020, there were no transfers in or out of Level 3.

 

 

The accompanying notes are an integral part of these financial statements

 

  28


 

   
   
  AMG TimesSquare International Small Cap Fund
 

Schedule of Portfolio Investments (continued)

 

 

 

The country allocation in the Schedule of Portfolio Investments at December 31, 2020, was as follow:

 

Country % of Long-Term
Investments
Australia 6.3  
Belgium 0.9  
Bermuda 1.0  
Brazil 1.0  
Canada 0.7  
China 4.0  
Denmark 2.0  
France 6.3  
Germany 1.0  
Ireland 4.6  
Italy 7.9  
Japan 28.9  
Luxembourg 3.1  
New Zealand 0.7  
Norway 0.9  
South Korea 1.5  
Spain 3.3  
Sweden 6.4  
Switzerland 1.6  
Taiwan 2.1  
United Kingdom 15.8  
  100.0  

 

 

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

 

  29


 

   
   
  AMG TimesSquare Emerging Markets Small Cap Fund
 

Portfolio Manager’s Comments (unaudited)

 

 

 

Year In Review

 

For the year ended December 31, 2020, AMG TimesSquare Emerging Markets Small Cap Fund’s (the “Fund”) Class N shares returned 23.86%, while its benchmark, the MSCI Emerging Markets Small Cap Index, returned 19.29%.

 

We close the books on 2020, a year where the most important statistic may have been COVID-19’s global death toll of 1.8 million people. Somewhat surprising this year, in the face of that casualty rate and widespread shutdowns, was the resilience of the global equity markets that looked past the social and economic damage taking place in 2020. Markets instead focused on the potential halcyon days awaiting us in 2021.

 

Global volatility levels spiked in March to peaks not seen since the 2008 Global Financial Crisis, though quickly receded to moderate levels. Economic activities worldwide quickly fell to record low contraction levels in April; though by summer they returned to economic expansion territory with staggered reopenings of businesses, ending the year slightly higher than they began it. Central banks assisted with significant monetary stimulus—or quantitative easing to the nth degree—which led most governments’ responses as levels of fiscal support varied.

 

Results from the much-anticipated US election received a positive reception from markets on expectations of a return to more traditional foreign policy. The announcements of multiple COVID-19 vaccines provided some light at the end of the tunnel for 2020. Investors welcomed the news and looked to areas that had been hit the hardest and are set to benefit from a recovery in global trade and travel. Amidst this backdrop, value stocks had their best quarter since 2009 and outperformed growth stocks, though growth stocks remained well ahead for the full year.

 

Global emerging market equities outperformed their developed peers and returned 18% for 2020—a year that included a drop of 29% from the beginning to the lows of March, followed by an ascent of 67%. Emerging markets benefited from growing optimism of a cyclical recovery, a falling dollar, increasing global trade, and relatively better handling of COVID-19 in some regions. With multiple approved COVID-19 vaccines, the successful distribution of vaccines will be crucial for much of the world to return to growth in 2021. However, key questions remain regarding the logistical requirements for 

   

certain vaccines, vaccination rates and compliance, and whether the vaccines will be effective against new strains of the virus that are now appearing.

 

Portfolio Performance Attribution

 

The Fund outperformed the MSCI Emerging Markets Small Cap Index for the year. Relative strength in Asia and Latin America more than offset relative weakness in EMEA and the Frontier markets.

 

Regional Performance: Asia 

Holdings in Asia outperformed the benchmark’s regional return; China, Taiwan, and Korea exhibited strength, while India and Indonesia detracted from performance.

 

In China, Information Technology and Communication Services sectors housed some of the Fund’s largest contributors. Shares of leading Chinese online community and entertainment platform Bilibili (the “YouTube of China”) recorded better traffic with users staying home amid COVID-19. We exited the position in December and booked a 234% gain for the year. Software company Kingsoft Corp., Ltd. returned 147% as it saw healthy revenue growth in its cloud office software and services and strong showing of its games. At the beginning of the year, we initiated a position in Chinasoft International, Ltd., one of the largest information technology (IT) services providers in the country, offering services similar to Accenture and Infosys in other countries. After experiencing a slow-down early in the year due to the COVID-19 outbreak, the Chinese IT services industry saw accelerating momentum in the second half of the year, which lifted Chinasoft shares up 89% for the year. In the long run, Chinasoft could benefit from the government’s initiative to accelerate localization of hardware and software solutions to reduce reliance on foreign vendors. We trimmed our position on price strength. Somewhat offsetting these gains was the real estate information and analytics service platform, China Index Holdings, Ltd., which declined 47%. Despite reporting solid results after suffering from a COVID-19 related slowdown in the first quarter, the company was somewhat overlooked by investors due to its small market capitalization and lack of sell-side coverage. We believe in the value of China Index’s data to its customers and see this as a recurring subscription database business with significant opportunities to expand into new adjacent products and services. Another detractor was Shanghai Kindly Medical Instruments Co., Ltd., a manufacturer of cardiovascular devices in China. The company’s core Percutaneous Coronary Intervention

   

(PCI) business faced headwinds as elective surgeries significantly declined in China during the pandemic earlier in the year. As conditions continued to normalize, the recovery of PCI procedures has started gaining momentum. Class H shares slid 32% for the year since they were added to the Fund.

 

Across the strait in Taiwan, leading business-to-consumer e-commerce player, momo.com, Inc., posted strong sales which outpaced that of other e-retailers and was rewarded with a 135% rise. Looking forward, we expect it to benefit from a growing product variety and higher e-commerce penetration rates in the retail market. Accton Technology Corp. is a leading manufacturer and original design manufacturer of white-box network devices. The company reported better-than-expected earnings, benefitting from COVID-19 intensifying network demand, and its share price jumped 94%. We believe the company could continue to benefit from higher speed requirements driven by growth in data and cloud computing. The move towards customized hardware with open-source or custom software solutions could also provide a tailwind. We trimmed the name on price strength. Technology peer Alchip is a leading Taiwanese fabless integrated circuit design firm that develops chipsets for specialized applications such as language processing, autonomous driving, and virtual reality. With U.S./China trade tensions accelerating the growth of fabless startups in China and the move to Chinese semiconductor localization, this trend is positive for Alchip which derives a majority of its sales from China. We exited the name in the third quarter as it approached our price target. Shares climbed 139% while they were held in the Fund during the year.

 

Moving over to Korea, Hansol Chemical Co, Ltd., a specialty technology materials supplier to manufacturers of semiconductors, displays, batteries, and other electronics, ascended 99%. The company was buoyed by strong sales of iPhone12s and QLED TVs by its two major clients, Apple and Samsung Electronics, respectively. Hansol Chemical is transforming into a full-range, comprehensive materials supplier for major sectors of the IT industry and the electric vehicle battery market.

 

The Fund’s holdings had mixed results in India. IndiaMART InterMESH, Ltd. is the country’s largest online business-to-business classified marketplace. New to the Fund in July, the company benefits from the digitalization wave in the country. Shares of 

 
               
               

 

 

 

  30


 

 

   
   
  AMG TimesSquare Emerging Markets Small Cap Fund
 

Portfolio Manager’s Comments (continued)

 

 

 

IndiaMART surged 191% since the stock was added to the Fund in July. We trimmed the position on price strength. On the contrary, COVID-19 lockdowns and declining margins weighed on logistics provider Container Corporation of India. In addition, the Ministry of Railways increased Land License Fees, though Container Corporation remains confident of its own calculation. Shares retreated 34% before we sold out of the name.

 

In Southeast Asia, Media Nusantara Citra Tbk PT is Indonesia’s largest media content company, commanding nearly half the audience share of the “Free to Air” market with an increasing presence in digital advertising. Management signaled a revenue recovery in the fourth quarter. We had been accumulating shares as the company started showing signs of revenue recovery earlier in the quarter. Its shares surged 71% following its impressive prime time share gains in December but remained down 34% for the year. Another detractor was Bank Tabungan Negara Tbk PT, a leading a commercial bank. Shares dropped (50)% on the challenging near-term outlook for financials before we sold the name.

 

Regional Performance: Latin America 

Our holdings in Latin America also benefitted the Fund, with strong performance from Brazil and Argentina, while Mexico detracted. In Brazil, Cogna Educacao is a provider of in-class and distance-learning education services. In the second quarter we exited from the name on liquidity and balance sheet concerns driven by COVID-19, and shares declined 69% while they were held in the Fund in 2020. Mexico-based Regional SAB de CV is a

 

   

bank servicing small and mid-size enterprises (SME) in Northern Mexico. Their shares lost 54% due to significant headwinds from COVID-19 to their SME client base. On the positive side, the push for merchants to go online benefitted Locaweb Servicos de Internet, S.A., one of Brazil’s leading web hosting platform with a growing e-commerce and software-as-a-service platform. Shares of Locaweb scored an impressive 286% gain since they were added to the Fund in May. In Argentina, online travel agency Despegar.com Corp. started seeing signs of recovery following second quarter lows, driven by domestic travel in Brazil and Mexico. Positive COVID-19 vaccine news also provided a boost and its share price soared 96% since they were added to the Fund in September, which led us to trim the position.

 

Regional Performance: EMEA and Frontier Markets 

EMEA and Frontier Markets showed mixed results during the year. Egypt based Egypt Kuwait Holding, Co., S.A.E. is an investment company with exposure to fertilizers, petrochemicals, energy, and infrastructure sectors. The company reported declining revenue from its fertilizer and petrochemical segments, but improving results from its energy and energy related segments. Shares traded down 19%. South Africa based drug store chain Dis-Chem Pharmacies, Ltd. operates big box stores located in regional malls, while consumers have preferred closer and more convenient stores during the lockdown. The company reported light earnings due to inventory clearance and higher operational costs. Employment and wage pressure further weakened consumer sentiment and dragged

 

   

shares down by 25%. Notable on the positive side was Masan Group Corp, a consumer-oriented holding company with a long and successful track record in Vietnam. Its business remained resilient amidst the pandemic. During the fourth quarter, the company’s subsidiary, Masan High-Tech Materials, entered into a strategic alliance with Mitsubishi Materials Corporation. The partnership is expected to expand Masan’s sales network in the Asia Pacific region. Shares of Masan rose 58% and we pared our exposure on price strength.

 

Conclusion

 

Turning the page to 2021 allows us to look forward optimistically but does not extinguish the concerns that plagued 2020. The start of the new year marked the end of the Brexit transition for the U.K. from the European Union; so, beginning later this month all the new agreements will go into effect for trade, travel, and other aspects. While distribution began for COVID-19 vaccines, case rates continued to climb and the coronavirus showed signs of mutating. Although we have not yet returned to our New York City office, all of us at TimesSquare Capital Management, LLC continue working collectively to steward your investments. We hope that 2021 will be brighter for all of us, though from an investment perspective we remain vigilant. As always, we are available for any questions you might have as we endeavor to protect and grow the assets you have entrusted with us.

 

This commentary reflects the viewpoints of TimesSquare Capital Management, LLC, and is not intended as a forecast or guarantee of future results.

 
               
               

 

 

 

  31


 

 

 


AMG TimesSquare Emerging Markets Small Cap Fund
Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG TimesSquare Emerging Markets Small Cap 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 TimesSquare Emerging Markets Small Cap Fund’s Class I shares on December 14, 2016 (inception date), to a $10,000 investment made in the MSCI Emerging Markets Small Cap 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.

 

 

 

The table below shows the average annual total returns for the AMG TimesSquare Emerging Markets Small Cap Fund and the MSCI Emerging Markets Small Cap Index for the same time periods ended December 31, 2020.

 

  One Since Inception
Average Annual Total Returns1 Year Inception Date
AMG TimesSquare Emerging Markets Small Cap Fund2, 3, 4, 5, 6, 7, 8, 9, 10      
Class N 23.86% 9.83% 02/24/17
Class I 24.49% 12.22% 12/14/16
Class Z 24.40% 12.20% 12/14/16
MSCI Emerging Markets Small Cap Index11 19.29% 9.44% 12/14/16

 

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment 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 amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

 

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

 

Date reflects the inception date of the Fund, not the index.
   
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 December 31, 2020. All returns are in U.S. dollars ($).
   
2 From time to time, the Fund’s investment manager has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.
   
3 Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.
   
4 The Fund is subject to the risks associated with investments in emerging markets, such as erratic earnings patterns, economic and political instability, changing exchange controls, limitations on repatriation of foreign capital and changes in local governmental attitudes toward private investment, possibly leading to nationalization or confiscation of investor assets.
   
5 The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history and a reliance on one or a limited number of products.
   
6 The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar investment when converted back to U.S. Dollars.
   
7 The Fund may invest in derivatives, such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.
   
8 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.
   
9 The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.
   
10 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.
   
11 MSCI Emerging Markets Small Cap Index includes small cap representation across 24 Emerging Markets countries. The small cap segment tends to capture more local economic and sector characteristics relative to larger Emerging Markets







 

32  


 

 
AMG TimesSquare Emerging Markets Small Cap Fund
Portfolio Manager’s Comments (continued)

 

 

 

capitalization segments. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI Emerging Markets Small Cap Index is unmanaged, is not available for investment, and does not incur expenses. All MSCI data is provided ‘as is.’ The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein.

Copying or redistributing the MSCI data is strictly prohibited.

 

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

  

 

33  


 

 

  AMG TimesSquare Emerging Markets Small Cap Fund
Fund Snapshots (unaudited)
December 31, 2020

 

 

 

PORTFOLIO BREAKDOWN
 
  % of
Sector Net Assets
Information Technology 23.6  
Consumer Discretionary 16.6  
Industrials 15.7  
Communication Services 12.0  
Financials 9.7  
Health Care 7.2  
Consumer Staples 6.6  
Materials 4.0  
Energy 3.3  
Real Estate 1.5  
Short-Term Investments 1.9  
Other Assets Less Liabilities (2.1 )

TOP TEN HOLDINGS
 
  % of
Security Name Net Assets
Hansol Chemical Co., Ltd. (South Korea) 2.3  
Bank of Georgia Group PLC (Georgia) 2.1  
OPAP, S.A. (Greece) 2.1  
Accton Technology Corp. (Taiwan) 2.0  
Cashbuild, Ltd. (South Africa) 1.9  
HUYA, Inc., ADR (China) 1.9  
Megacable Holdings SAB de CV (Mexico) 1.8  
AKR Corporindo Tbk PT (Indonesia) 1.8  
Chinasoft International, Ltd. (China) 1.8  
Petrobras Distribuidora, S.A. (Brazil) 1.8  
Top Ten as a Group   19.5  


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.

 

 

34  


 

 

  AMG TimesSquare Emerging Markets Small Cap Fund
Schedule of Portfolio Investments
December 31, 2020

 

 

 

  Shares Value
Common Stocks - 99.6%    
Communication Services - 12.0%    
Converge ICT Solutions, Inc. (Philippines)* 297,900 $92,428
GrameenPhone, Ltd. (Bangladesh) 9,900 40,546
HUYA, Inc., ADR (China)*,1 6,800 135,524
Link Net Tbk PT (Indonesia) 493,200 84,676
Media Nusantara Citra Tbk PT (Indonesia)* 1,250,000 101,567
Megacable Holdings SAB de CV (Mexico) 36,500 132,357
Plan B Media PCL (Thailand) 513,000 106,994
PVR, Ltd. (India) 4,423 80,134
Sarana Menara Nusantara Tbk PT (Indonesia) 1,301,000 88,945
Total Communication Services   863,171
Consumer Discretionary - 16.6%    
Afya, Ltd., Class A (Brazil)* 3,300 83,490
Amber Enterprises India, Ltd. (India) 1,600 51,693
Cashbuild, Ltd. (South Africa) 8,700 140,313
Despegar.com Corp. (Argentina)*,1 7,000 89,670
Detsky Mir PJSC (Russia)2 42,500 77,998
Dixon Technologies India, Ltd. (India) 300 55,342
Fu Shou Yuan International Group, Ltd. (China) 98,200 92,305
Grupo SBF, S.A. (Brazil)* 15,000 85,826
JUMBO SA (Greece) 3,700 63,806
momo.com, Inc. (Taiwan) 4,100 93,043
OPAP, S.A. (Greece) 11,200 149,743
Petrobras Distribuidora, S.A. (Brazil) 30,000 127,816
Varroc Engineering, Ltd. (India)2 15,000 81,780
Total Consumer Discretionary   1,192,825
Consumer Staples - 6.0%    
Delfi, Ltd. (Singapore) 161,100 85,395
Dis-Chem Pharmacies, Ltd. (South Africa)*,2 76,700 109,661
InRetail Peru Corp. (Peru)2 1,900 74,480
Laobaixing Pharmacy Chain JSC, Class A (China) 9,900 95,060
Puregold Price Club, Inc. (Philippines) 76,500 65,383
Total Consumer Staples   429,979
Energy - 3.3%    
Aegis Logistics, Ltd. (India) 31,000 107,154
AKR Corporindo Tbk PT (Indonesia) 569,200 128,965
Total Energy   236,119
Financials - 9.7%    
Banco Inter, S.A., (Units) (Brazil) 3,417 64,765
Bank of Georgia Group PLC (Georgia)* 9,100 152,420
City Union Bank, Ltd. (India) 39,600 97,687
JM Financial, Ltd. (India) 85,600 98,843
  Shares Value
MCB Bank, Ltd. (Pakistan) 49,100 $56,929
Regional SAB de CV (Mexico)* 17,000 78,629
Security Bank Corp. (Philippines) 38,000 106,023
Transaction Capital, Ltd. (South Africa) 26,400 44,946
Total Financials   700,242
Health Care - 7.2%    
Cleopatra Hospital (Egypt)* 220,200 66,634
Dian Diagnostics Group Co., Ltd., Class A (China) 17,500 91,687
Metropolis Healthcare, Ltd. (India)2 2,900 77,833
New Frontier Health Corp. (Hong Kong)* 11,800 101,480
Odontoprev, S.A. (Brazil) 30,000 84,036
Shanghai Kindly Medical Instruments Co., Ltd.,    
Class H (China) 12,700 66,938
Universal Vision Biotechnology Co., Ltd. (Taiwan) 4,000 34,074
Total Health Care   522,682
Industrials - 15.7%    
A-Living Smart City Services Co., Ltd. (China)2 23,600 104,750
Bizlink Holding, Inc. (United States) 12,000 104,328
Boa Vista Servicos, S.A. (Brazil) 27,000 65,756
Cera Sanitaryware, Ltd. (India) 2,300 106,810
China Conch Venture Holdings, Ltd. (China) 12,900 62,772
China Index Holdings, Ltd., ADR (China)* 34,500 67,965
Grupo Aeroportuario del Pacifico, S.A.B de CV,    
Class B (Mexico)* 7,300 81,439
IndiaMart InterMesh, Ltd. (India)2 1,400 123,155
NICE Information Service Co., Ltd. (South Korea) 5,000 114,365
Rumo, S.A. (Brazil)* 30,174 111,769
TCI Express, Ltd. (India) 10,000 126,912
Voltronic Power Technology Corp. (Taiwan) 1,500 59,936
Total Industrials   1,129,957
Information Technology - 23.6%    
Accton Technology Corp. (Taiwan) 13,000 146,571
Allied Electronics Corp., Ltd., Class A (South Africa) 110,000 82,441
Beijing Sinnet Technology Co., Ltd., Class A (China) 29,800 78,352
Chinasoft International, Ltd. (China) 115,000 128,526
Douzone Bizon Co., Ltd. (South Korea) 800 76,648
eCloudvalley Digital Technology Co., Ltd. (Taiwan) 12,100 73,325
Elite Material Co., Ltd. (Taiwan) 17,000 95,289
Ennoconn Corp. (Taiwan) 11,884 106,589
Ezwel Co., Ltd. (South Korea) 7,500 75,061
Kingsoft Corp., Ltd. (China) 12,000 77,589
Koh Young Technology, Inc. (South Korea) 1,100 106,428


 

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

 

35  


 

 

 
AMG TimesSquare Emerging Markets Small Cap Fund
Schedule of Portfolio Investments (continued)

 

  Shares Value
Information Technology - 23.6%    
(continued)    
Locaweb Servicos de Internet, S.A. (Brazil)2 5,600 $86,757
Sinbon Electronics Co., Ltd. (Taiwan) 15,900 122,573
Tokai Carbon Korea Co., Ltd. (South Korea) 1,000 115,450
Venustech Group, Inc., Class A (China) 22,300 99,749
Webcash Corp. (South Korea) 600 39,578
WONIK IPS Co., Ltd. (South Korea)* 2,500 102,017
Yeahka, Ltd. (China)*,1 18,500 89,887
Total Information Technology   1,702,830
Materials - 4.0%    
Duratex, S.A. (Brazil) 20,500 75,540
Egypt Kuwait Holding Co., S.A.E. (Egypt) 50,400 51,117
Hansol Chemical Co., Ltd. (South Korea) 900 163,178
Total Materials   289,835
Real Estate - 1.5%    
The Phoenix Mills, Ltd. (India)* 10,000 106,118
Total Common Stocks    
(Cost $5,670,996)   7,173,758
Participation Notes - 0.6%    
Consumer Staples - 0.6%    
Masan Group Corp., 11/24/21 (JP Morgan) (Vietnam) 12,000 46,242
Total Participation Notes    
(Cost $29,784)   46,242
   
* Non-income producing security.
1 Some of these securities, amounting to $180,957 or 2.5% 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 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 December 31, 2020, the value of these securities amounted to $736,414 or 10.2% of net assets.
  Principal  
  Amount Value
Short-Term Investments - 1.9%    
Joint Repurchase Agreements - 1.9%3    
Citibank N.A., dated 12/31/20, due 01/04/21, 0.070% total to be received $135,725 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 1.375% - 6.000%, 07/01/24 - 02/15/50, totaling $138,551) $135,724 $135,724
Total Short-Term Investments    
(Cost $135,724)   135,724
Total Investments - 102.1%    
(Cost $5,836,504)   7,355,724
Other Assets, less Liabilities - (2.1)%   (150,687)
Net Assets - 100.0%   $7,205,037

 

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.

 

36  


 

 
AMG TimesSquare Emerging Markets Small Cap 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 December 31, 2020:

 

    Level 1   Level 21   Level 3   Total
Investments in Securities                
Common Stocks                
Information Technology   $86,757   $1,616,073     $1,702,830
Consumer Discretionary   527,115   665,710     1,192,825
Industrials   326,929   803,028     1,129,957
Communication Services   400,855   462,316     863,171
Financials   200,323   499,919     700,242
Health Care   252,150   270,532     522,682
Consumer Staples   184,141   245,838     429,979
Materials   75,540   214,295     289,835
Energy     236,119     236,119
Real Estate     106,118     106,118
Participation Notes                
Consumer Staples     46,242     46,242
Short-Term Investments                
Joint Repurchase Agreements     135,724     135,724
Total Investments in Securities   $2,053,810   $5,301,914     $7,355,724

 

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 December 31, 2020, there were no transfers in or out of Level 3.

 

The country allocation in the Schedule of Portfolio Investments at December 31, 2020, was as follows:

 

Country % of Long-Term
Investments
Argentina 1.2  
Bangladesh 0.6  
Brazil 10.9  
China 16.5  
Egypt 1.6  
Georgia 2.1  
Greece 3.0  
Hong Kong 1.4  
India 15.4  
Indonesia 5.6  
Mexico 4.1  
Pakistan 0.8  
Country % of Long-Term
Investments
Peru 1.0  
Philippines 3.7  
Russia 1.1  
Singapore 1.2  
South Africa 5.2  
South Korea 11.0  
Taiwan 10.1  
Thailand 1.5  
United States 1.4  
Vietnam 0.6  
  100.0  


 

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

 

37  


 

 

   
  AMG TimesSquare Global Small Cap Fund
  Portfolio Manager’s Comments (unaudited)

 

     

 

Year In Review

 

For the year ended December 31, 2020, AMG TimesSquare Global Small Cap Fund’s (the “Fund”) Class N shares returned 11.16%, while its benchmark, the MSCI World Small Cap Index, returned 15.96%.

 

We close the books on 2020, a year where the most important statistic may have been COVID-19’s global death toll of 1.8 million people. Somewhat surprising this year, in the face of that casualty rate and widespread shutdowns, was the resilience of the global equity markets that looked past the social and economic damage taking place in 2020. Markets instead focused on the potential halcyon days awaiting us in 2021.

 

Global volatility levels spiked in March to peaks not seen since the 2008 Global Financial Crisis, though quickly receded to moderate levels. Economic activities worldwide quickly fell to record low contraction levels in April; though by summer they returned to economic expansion territory with staggered reopenings of businesses, ending the year slightly higher than they began it. Central banks assisted with significant monetary stimulus—or quantitative easing to the nth degree—which led most governments’ responses as levels of fiscal support varied.

 

Results from the much-anticipated US election received a positive reception from markets on expectations of a return to more traditional foreign policy. Also incrementally positive was that after drawn out negotiations, the United Kingdom and European Union finally agreed to a Brexit deal. The announcements of multiple COVID-19 vaccines provided some light at the end of the tunnel for 2020. Investors welcomed the news and looked to areas that had been hit the hardest and are set to benefit from a recovery in global trade and travel. Amidst this backdrop, value stocks rallied in the fourth quarter and outperformed growth stocks, though growth stocks remained well ahead for the full year.

 

Fund Performance Attribution

 

The Fund underperformed the MSCI World Small Cap Index in the year of 2020. The Fund benefited from relative strength in Japan, which was offset by relative weakness in other regions.

 

Regional Performance: Europe

The Fund experienced relative weakness in Europe. Strong performance in Italy and the United Kingdom was countered by holdings in Belgium and Denmark.

 

In the United Kingdom, Keywords Studios PLC is a provider of outsourced creative and technical services to the video game industry. Shares leaped

 

97% as strong results were delivered across its service lines throughout the year. Management expected increased game play during the pandemic to generate pressure on clients to increase the cadence of content development over coming years. The company upgraded its guidance and expects strong demand for its services. It continues to make acquisitions to strengthen its offering and resources. Less positive was the 23% loss from Melrose Industries PLC, an industrial holding company that focuses on acquiring fundamentally good, but mismanaged assets in structurally growing industries. After seeing a significant deterioration in its end markets as a result of COVID-19 earlier in the year, Melrose recovered some ground in the fourth quarter on back of the company’s update where fundamentals proved to be better than feared. Their Autos business is expected to see a continual sales recovery into 2021 while its Heating, Ventilation, and Air Conditioning business, Nortek, has also maintained strong momentum.

 

In neighboring France, the share price of Teleperformance, global leader in call center outsourcing, improved by 37%. The company benefited from a solid financial structure and was able to minimize the negative effects even during the toughest period of COVID-19. It also stands to benefit from structural tailwinds arising from the shift to more online channels. As its market capitalization approaches the strategy’s limit, we have started trimming our position. Also faring well was FinecoBank Banca Fineco S.P.A., an online financial services firm with one of the Italy’s largest financial advisory networks. The company saw robust inflows into its managed products and strong momentum in its brokerage business. The outflows from bank deposits also confirmed that the bank’s focus on rotating client deposits to managed products has started to bear fruit. Leveraging its advantageous industry position, the company benefitted from the industry’s structural digital migration. Shares of FinecoBank finished the year with a 36% gain.

 

On the negative side, Belgium’s Barco N.V. is a provider of visualization solutions to the entertainment, enterprise, and healthcare industries. The company’s cinema projector business was under pressure due to the pandemic. In navigating the environment, the company is managing costs and redeploying resources to higher growth areas such as healthcare. We trimmed our position over the uncertainty. Shares of Barco traded down 37% during the year. In Spain, Prosegur Compania de

 

Seguridad provides security services in Europe and Latin America. COVID-19 restrictions eroded their activity levels and led shares down 25%. Prosegur maintained a strong cash position and expects business to recover as the situation eases.

 

Regional Performance: The Americas

The Fund’s performance was mixed in the region, home to some of the Fund’s largest contributors and detractors.

 

The pandemic had substantial impact to various industries and led us to exit some of our positions. With the significant reduction in air travel around the world, aircraft leasing company AerCap lost 50% for the period it was held during the year. In the second quarter we liquidated our position in J2 Global, a provider of internet and cloud services for small to medium-size businesses and small office/home office organizations. COVID-19 put a pause on the company’s merger and acquisition growth initiatives and pressured its digital media advertising revenue in the near term. J2 Global slid 30% while it was held in the Fund in 2020. Meanwhile, shares of commercial property management service provider, Cushman & Wakefield, sold off by (43)% before we exited in the third quarter due to concerns over the commercial real estate services industry.

 

On the positive side, the Fund’s largest contributor was early-stage contract research company, Charles River Laboratories International, Inc. with its 64% gain. Management noted record bookings in its Discovery and Safety Assessment business with large pharmaceutical companies outsourcing more projects as internal labs were shut down amid the pandemic. As academic labs around the world re-opened later in the year, its Research Models business recovered faster than expected. Enterprise software solutions and services provider NICE, Ltd. ascended 83%. The company saw acceleration in its Contact Center as a Service (CCaaS) segment with robust revenue growth. With the relatively low penetration rate of cloud adoption in the contact center space, we believe there is a long runway for NICE as the leading CCaaS vendor.

 

Regional Performance: Japan

Japan was home to strong relative performance for the Fund in 2020. Discount supermarket operator Kobe Bussan Co., Ltd. jumped 79% during the year. The company benefitted from COVID-19 stimulated household demand earlier in the year. Even with normalization following the pandemic-driven

 

 

 

38


 

 

   
  AMG TimesSquare Global Small Cap Fund
  Portfolio Manager’s Comments (continued)

 

 

 

demand, it continued to be a winner within a deflationary economy. Shares of Japan’s leading conveyor belt sushi restaurants, Sushiro Global Holding, Ltd., rose by 78%. The company benefited from higher take-out and delivery sales, a recovery in dine-in sales, and acceleration in its overseas build-out in Taiwan, Singapore, and Korea. Meanwhile, performance was hurt by weakness in select cyclical names. en-japan, Inc., a provider of internet job recruitment and consultation services, lowered full year guidance which was coupled with a slowing economy and this resulted in a (29)% sell-off. We increased our position on price weakness as en-japan’s fundamentals remain solid, and the gradual reopening of the economy should foster earnings recovery.

 

Regional Performance: Developed Asia Pacific Ex- Japan

The Fund’s Australian financial services holdings in Asia/Pacific Ex-Japan faced some challenges. Notable with its 53% decline while in the Fund was Challenger, Ltd. which offers annuities and other

 

fixed income products to the underpenetrated Australian market. Regulatory and structural changes in the financial advice industry weighed on Challenger’s local annuity sales. Declining interest rates also negatively impacted profitability and the company’s investment returns.

 

Regional Performance: Emerging Markets

The Fund’s small but overweight position in Emerging Markets had a negative impact on performance. Brazil’s leading dental benefits provider Odontoprev, S.A. faced headwinds from COVID-19. Concerns surrounding postponed elective procedures, higher delinquency, contract cancellations, and future unemployment led its shares 48% lower for the time it was held in the Fund during the year.

 

Conclusion

 

Turning the page to 2021 allows us to look forward optimistically but does not extinguish the concerns that plagued 2020. The start of the new year marked the end of the Brexit transition for the U.K. from the

 

European Union; so, beginning later this month all the new agreements will go into effect for trade, travel, and other aspects. While distribution began for COVID-19 vaccines, case rates continued to climb and the coronavirus showed signs of mutating. Although we have not yet returned to our New York City office, all of us at TimesSquare Capital Management, LLC continue working collectively to steward your investments. We hope that 2021 will be brighter for all of us, though from an investment perspective we remain vigilant. As always, we are available for any questions you might have as we endeavor to protect and grow the assets you have entrusted with us.

 

This commentary reflects the viewpoints of TimesSquare Capital Management, LLC, and is not intended as a forecast or guarantee of future results.

 

 

 

39


 

 

   
  AMG TimesSquare Global Small Cap Fund
  Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

 

AMG TimesSquare Global Small Cap 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 TimesSquare Global Small Cap Fund’s Class N shares on May 30, 2018 (inception date), to a $10,000 investment made in the MSCI World Small Cap 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.

 

 

 

The table below shows the average annual total returns for the AMG TimesSquare Global Small Cap Fund and the MSCI World Small Cap Index for the same time periods ended December 31, 2020.

 

Average Annual Total Returns1 One
Year
Since
Inception
Inception
Date
AMG TimesSquare Global Small Cap Fund2, 3, 4, 5, 6, 7, 8, 9, 10  
Class N 11.16% 7.85% 05/30/18
Class I 11.43% 8.11% 05/30/18
Class Z 11.33% 8.11% 05/30/18
MSCI World Small Cap Index11 15.96% 8.00% 05/30/18

 

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 amgfunds.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 December 31, 2020. All returns are in U.S. dollars ($).

 

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

 

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

 

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

 

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

 

6 The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar investment when converted back to U.S. Dollars.

 

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

 

8 The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

 

9 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.

 

10 Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

 

11 The MSCI World Small Cap Index (the “Index”) captures small cap representation across 23 Developed Markets countries. With over 4,000 constituents, the Index covers approximately 14% of the free float-adjusted market capitalization in each




















 

 

40


 

 

   
  AMG TimesSquare Global Small Cap Fund
  Portfolio Manager’s Comments (continued)

 

     

 

country. Please go to msci.com for most current list of countries represented by the Index. Unlike the Fund, the MSCI World Small Cap Index is unmanaged, is not available for investment, and does not incur expenses. All MSCI data is provided ‘as is.’ The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein.

Copying or redistributing the MSCI data is strictly prohibited.

 

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

 

 

 

 

41


 

 

  AMG TimesSquare Global Small Cap Fund
  Fund Snapshots (unaudited)
  December 31, 2020

 

     

 

PORTFOLIO BREAKDOWN

 

Sector   % of
Net Assets
 
Industrials     21.6  
Information Technology     20.8  
Financials     14.1  
Health Care     11.7  
Consumer Discretionary     11.3  
Communication Services        6.5  
Consumer Staples        4.3  
Real Estate        3.3  
Materials        1.9  
Utilities        1.2  
Energy        0.9  
Short-Term Investments        4.3  
Other Assets Less Liabilities        (1.9)

TOP TEN HOLDINGS

 

Security Name   % of
Net Assets
 
Charles River Laboratories International, Inc.        2.7  
TransUnion        2.6  
St James’s Place PLC (United Kingdom)        2.4  
Teleperformance (France)        2.2  
RenaissanceRe Holdings, Ltd. (Bermuda)        2.2  
Pan Pacific International Holdings Corp. (Japan)        2.1  
Zynga, Inc., Class A        2.1  
Encompass Health Corp.        2.0  
Nice, Ltd., Sponsored ADR (Israel)        1.9  
Sushiro Global Holdings, Ltd. (Japan)        1.8  
Top Ten as a Group     22.0  


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

 

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

 

 

 

42


 

 

   

AMG TimesSquare Global Small Cap Fund 

Schedule of Portfolio Investments 

December 31, 2020

 

   

 

  Shares   Value     Shares   Value  
Common Stocks - 97.6%        
Communication Services - 6.5%        
Auto Trader Group PLC (United Kingdom)1 2,300   $18,721  
giftee, Inc. (Japan)*,2 400   13,017  
HUYA, Inc., ADR (China)*,2 700   13,951  
Kakaku.com, Inc. (Japan) 500   13,687  
Karnov Group AB (Sweden) 1,000   7,232  
Nordic Entertainment Group AB, Class B (Sweden)* 600   33,443  
Zynga, Inc., Class A (United States)* 4,900   48,363  
Total Communication Services     148,414  
Consumer Discretionary - 11.3%        
Afya, Ltd., Class A (Brazil)* 300   7,590  
Brunswick Corp. (United States) 400   30,496  
Callaway Golf Co. (United States) 900   21,609  
CIE Automotive, S.A. (Spain) 500   13,471  
Dalata Hotel Group PLC (Ireland)* 2,000   9,248  
Floor & Decor Holdings, Inc., Class A (United States)* 200   18,570  
Hilton Grand Vacations, Inc. (United States)* 600   18,810  
momo.com, Inc. (Taiwan) 500   11,346  
National Vision Holdings, Inc. (United States)*,2 800   36,232  
Pan Pacific International Holdings Corp. (Japan) 2,100   48,518  
Sushiro Global Holdings, Ltd. (Japan) 1,100   42,198  
Total Consumer Discretionary     258,088  
Consumer Staples - 4.3%        
Kobe Bussan Co., Ltd. (Japan) 1,000   30,725  
Performance Food Group Co. (United States)* 500   23,805  
Pola Orbis Holdings, Inc. (Japan) 500   10,153  
Sugi Holdings Co., Ltd. (Japan) 150   10,020  
Viscofan, S.A. (Spain) 100   7,092  
Zur Rose Group AG (Switzerland)* 50   16,044  
Total Consumer Staples     97,839  
Energy - 0.9%        
Gaztransport Et Technigaz, S.A. (France) 100   9,688  
Koninklijke Vopak, N.V. (Netherlands) 200   10,504  
Total Energy     20,192  
Financials - 14.1%        
Aruhi Corp. (Japan) 300   5,271  
Conduit Holdings, Ltd. (Bermuda)* 1,600   11,015  
doValue S.P.A. (Italy)*,1 700   8,252  
Evercore, Inc., Class A (United States) 350   38,374  
FinecoBank Banca Fineco S.P.A. (Italy)* 2,300   37,932  
Lancashire Holdings, Ltd. (United Kingdom) 1,400   13,886  
Nordnet AB publ (Sweden)* 900   $14,122  
RenaissanceRe Holdings, Ltd. (Bermuda) 300   49,746  
Signature Bank (United States) 200   27,058  
St James’s Place PLC (United Kingdom) 3,600   55,707  
Steadfast Group, Ltd. (Australia) 9,300   28,617  
Topdanmark AS (Denmark) 300   13,022  
Zenkoku Hosho Co., Ltd. (Japan) 400   18,323  
Total Financials     321,325  
Health Care - 11.7%        
Amplifon S.P.A. (Italy)* 500   20,783  
Ascom Holding AG (Switzerland)* 200   2,980  
Charles River Laboratories International, Inc. (United States)* 250   62,465  
Chemed Corp. (United States) 50   26,631  
Encompass Health Corp. (United States) 550   45,480  
Mani, Inc. (Japan) 600   16,367  
MedPeer, Inc. (Japan)* 200   15,851  
Nippon Shinyaku Co., Ltd. (Japan) 400   26,256  
Notre Dame Intermedica Participacoes, S.A. (Brazil) 500   7,541  
Orpea SA (France)* 200   26,226  
UDG Healthcare PLC (Ireland) 1,600   17,078  
Total Health Care     267,658  
Industrials - 21.6%        
A-Living Smart City Services Co., Ltd. (China)1 3,200   14,204  
The AZEK Co., Inc. (United States)* 600   23,070  
Befesa, S.A. (Luxembourg)1 300   18,922  
Boa Vista Servicos, S.A. (Brazil) 3,000   7,306  
Clean Harbors, Inc. (United States)* 350   26,635  
Electrocomponents PLC (United Kingdom) 3,000   35,671  
EMCOR Group, Inc. (United States) 200   18,292  
en-japan, Inc. (Japan) 550   16,522  
Harmonic Drive Systems, Inc. (Japan) 200   17,897  
Howden Joinery Group PLC (United Kingdom)* 1,900   17,899  
Interpump Group S.P.A. (Italy) 300   14,851  
Intrum AB (Sweden) 400   10,430  
IPH, Ltd. (Australia) 2,800   13,866  
ITT, Inc. (United States) 300   23,106  
KION Group AG (Germany) 166   14,396  
Melrose Industries PLC (United Kingdom)* 10,000   24,364  
Polypipe Group PLC (United Kingdom)* 1,900   15,514  
Prosegur Cia de Seguridad, S.A. (Spain) 6,200   18,601  
Rexnord Corp. (United States) 600   23,694  


 

 

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

 

  43


 

 

 

 

AMG TimesSquare Global Small Cap Fund 

Schedule of Portfolio Investments (continued)

   

  

   

 

  Shares   Value     Shares   Value  
Industrials - 21.6% (continued)        
Stabilus, S.A. (Luxembourg) 100   $7,069  
Teleperformance (France) 150   49,797  
TransUnion (United States) 600   59,532  
WillScot Mobile Mini Holdings Corp. (United States)* 1,000   23,170  
Total Industrials     494,808  
Information Technology - 20.8%        
Accton Technology Corp. (Taiwan) 1,400   15,785  
Barco, N.V. (Belgium) 500   10,877  
Booz Allen Hamilton Holding Corp. (United States) 350   30,513  
Chinasoft International, Ltd. (China) 11,500   12,853  
Disco Corp. (Japan) 50   16,852  
Douzone Bizon Co., Ltd. (South Korea) 100   9,581  
Elecom Co., Ltd. (Japan) 300   15,492  
Gartner, Inc. (United States)* 200   32,038  
Inphi Corp. (United States)* 100   16,047  
Jack Henry & Associates, Inc. (United States) 200   32,398  
Keywords Studios PLC (Ireland)* 800   31,240  
Link Administration Holdings, Ltd. (Australia) 3,300   14,098  
LINK Mobility Group Holding A.S.A. (Norway)* 1,800   9,753  
Littelfuse, Inc. (United States) 150   38,199  
MKS Instruments, Inc. (United States) 150   22,567  
Monolithic Power Systems, Inc. (United States) 50   18,311  
Nemetschek SE (Germany) 100   7,432  
Nice, Ltd., Sponsored ADR (Israel)* 150   42,531  
Plaid, Inc. (Japan)* 100   3,598  
Pushpay Holdings, Ltd. (New Zealand)* 6,500   8,486  
SimCorp A/S (Denmark) 100   14,868  
Solutions 30 SE (Luxembourg)*,2 600   7,720  
Systena Corp. (Japan) 700   14,698  
Tri Chemical Laboratories, Inc. (Japan) 100   16,174  
WEX, Inc. (United States)* 110   22,388  

 

* 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 December 31, 2020, the value of these securities amounted to $67,191 or 2.9% of net assets.

2 Some of these securities, amounting to $98,427 or 4.3% 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.
Yeahka, Ltd. (China)*,2 2,300   $11,175  
Total Information Technology     475,674  
Materials - 1.9%        
RPM International, Inc. (United States) 400   36,312  
Verallia, S.A. (France)1 200   7,092  
Total Materials     43,404  
Real Estate - 3.3%        
Katitas Co., Ltd. (Japan) 700   22,587  
Kennedy-Wilson Holdings, Inc. (United States)2 1,800   32,202  
Real Matters, Inc. (Canada)* 600   9,055  
Safestore Holdings PLC, REIT (United Kingdom) 1,000   10,688  
Total Real Estate     74,532  
Utilities - 1.2%        
Rubis SCA (France) 600   27,737  
Total Common Stocks        
(Cost $1,667,056)     2,229,671  
         
  Principal      
  Amount      
Short-Term Investments - 4.3%        
Joint Repurchase Agreements - 1.0%3        
Bank of America Securities, Inc., dated 12/31/20, due 01/04/21, 0.080% total to be received $21,863 (collateralized by various U.S. Government Agency Obligations, 1.500% - 3.500%, 02/01/48 - 01/01/51, totaling $22,300) $21,863   21,863  
  Shares      
Other Investment Companies - 3.3%        
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 0.03%4 76,702   76,702  
Total Short-Term Investments        
(Cost $98,565)     98,565  
Total Investments - 101.9%        
(Cost $1,765,621)     2,328,236  
Other Assets, less Liabilities - (1.9)%     (43,025 )
Net Assets - 100.0%     $2,285,211  

 

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

4 Yield shown represents the December 31, 2020, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

ADR     American Depositary Receipt

REIT     Real Estate Investment Trust



  

 

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

 

  44


 

 

   

AMG TimesSquare Global Small Cap 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 December 31, 2020:

 

  Level 1   Level 21   Level 3   Total
Investments in Securities              
Common Stocks              
Industrials $204,805   $290,003     $494,808
Information Technology 268,343   207,331     475,674
Financials 148,567   172,758     321,325
Health Care 142,117   125,541     267,658
Consumer Discretionary 142,555   115,533     258,088
Communication Services 102,989   45,425     148,414
Consumer Staples 30,897   66,942     97,839
Real Estate 41,257   33,275     74,532
Materials 36,312   7,092     43,404
Utilities   27,737     27,737
Energy 10,504   9,688     20,192
Short-Term Investments              
Joint Repurchase Agreements   21,863     21,863
Other Investment Companies 76,702       76,702
Total Investment in Securities $1,205,048   $1,123,188     $2,328,236

 

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 December 31, 2020, there were no transfers in or out of Level 3.

 

The country allocation in the Schedule of Portfolio Investments at December 31, 2020, was as follows:

 

Country % of Long-Term Investments
Australia 2.5
Belgium 0.5
Bermuda 2.7
Brazil 1.0
Canada 0.4
China 2.3
Denmark 1.3
France 5.4
Germany 1.0
Ireland 2.6
Israel 1.9
Italy 3.7
Japan 16.8
Country % of Long-Term Investments
Luxembourg 1.5
Netherlands 0.5
New Zealand 0.4
Norway 0.4
South Korea 0.4
Spain 1.8
Sweden 2.9
Switzerland 0.9
Taiwan 1.2
United Kingdom 8.6
United States 39.3
  100.0


 

 

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

 

  45


 

 

   

Statement of Assets and Liabilities 

December 31, 2020

 
     

  

   

 

    AMG
TimesSquare
Small Cap
Growth Fund
  AMG
TimesSquare
Mid Cap
Growth Fund
  AMG
TimesSquare
International Small
Cap Fund
  AMG
TimesSquare
Emerging
Markets Small
Cap Fund
  AMG
TimesSquare
Global Small
Cap Fund
Assets:          
Investments at value1 (including securities on loan valued at $62,717,606, $88,886,890, $46,177,802, $180,957, and $98,427, respectively)   $466,058,796     $2,038,362,957     $1,104,806,357     $7,355,724     $2,328,236  
Foreign currency2           4,331,945     26,094     12,858  
Receivable for investments sold   2,108,301 3   16,917,426     687,430     125,706      
Dividend and interest receivables   168,496     517,573     878,034     9,343     1,240  
Securities lending income receivable   47,610     52,203     126,880     704     126  
Receivable for Fund shares sold   297,108     907,109     1,346,400          
Receivable from affiliate               17,994     6,027  
Prepaid expenses and other assets   11,979     14,929     30,196     2,831     2,349  
Total assets   468,692,290     2,056,772,197     1,112,207,242     7,538,396     2,350,836  
Liabilities:                              
Payable upon return of securities loaned   22,705,986     11,419,353     32,882,584     135,724     21,863  
Payable for investments purchased   94,273     5,180,153     3,168,081     30,818     4,240  
Payable for Fund shares repurchased   86,830     987,902     2,190,981          
Payable for foreign capital gains tax               28,953      
Due to custodian               82,765      
Accrued expenses:                              
Investment advisory and management fees   312,048     1,347,565     656,845     5,610     1,312  
Administrative fees   55,303     255,867     131,369     886     281  
Distribution fees               9     13  
Shareholder service fees   18,738     125,557     112,633     5      
Other   83,118     226,074     197,655     48,589     37,916  
Total liabilities   23,356,296     19,542,471     39,340,148     333,359     65,625  
                               
Net Assets   $445,335,994     $2,037,229,726     $1,072,867,094     $7,205,037     $2,285,211  
1 Investments at cost   $323,653,568     $1,208,182,736     $821,655,671     $5,836,504     $1,765,621  
2 Foreign currency at cost           $4,289,031     $26,153     $12,750  
3 $1,756,930 of this receivable is due from an affiliate. See Note 2 of the Notes to Financial Statements.              

 

 

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

 

  46


 

 

     
 

 

Statement of Assets and Liabilities (continued)

 
     

  

   

 

    AMG TimesSquare Small Cap Growth Fund     AMG TimesSquare Mid Cap Growth Fund     AMG TimesSquare International Small Cap Fund     AMG TimesSquare Emerging Markets Small Cap Fund     AMG TimesSquare Global Small Cap Fund  
Net Assets Represent:                              
Paid-in capital   $284,931,237     $1,144,190,107     $994,408,253     $5,433,011     $1,898,277  
Total distributable earnings   160,404,757     893,039,619     78,458,841     1,772,026     386,934  
Net Assets   $445,335,994     $2,037,229,726     $1,072,867,094     $7,205,037     $2,285,211  
                               
Class N:                              
Net Assets   $112,739,881     $613,500,744     $45,388,617     $42,819     $62,515  
Shares outstanding   6,851,441     31,204,245     2,461,312     3,135     5,189  
Net asset value, offering and redemption price per share   $16.45     $19.66     $18.44     $13.66     $12.05  
Class I:                              
Net Assets   $12,061,551     $526,800,254     $629,502,443     $395,931     $36,709  
Shares outstanding   699,388     25,602,565     34,050,194     28,895     3,037  
Net asset value, offering and redemption price per share   $17.25     $20.58     $18.49     $13.70     $12.09  
Class Z:                              
Net Assets   $320,534,562     $896,928,728     $397,976,034     $6,766,287     $2,185,987  
Shares outstanding   18,533,173     43,436,946     21,514,444     493,990     180,799  
Net asset value, offering and redemption price per share   $17.30     $20.65     $18.50     $13.70     $12.09  

 

 

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

 

  47


 

 

   

Statement of Operations 

For the fiscal year ended December 31, 2020

 
     

  

   

 

    AMG TimesSquare Small Cap Growth Fund     AMG TimesSquare Mid Cap Growth Fund     AMG TimesSquare International Small Cap Fund     AMG TimesSquare Emerging Markets Small Cap Fund     AMG TimesSquare Global Small Cap Fund  
Investment Income:                              
Dividend income   $1,183,550 1   $12,540,5812     $13,421,930     $171,2803     $21,495  
Interest income   87     320     768          
Securities lending income   363,871     204,966     1,105,290     1,505     587  
Foreign withholding tax       (42,600 )   (1,306,955 )   (12,399 )   (1,804 )
Total investment income   1,547,508     12,703,267     13,221,033     160,386     20,278  
Expenses:                              
Investment advisory and management fees   3,277,124     14,443,956     7,103,944     52,966     13,254  
Administrative fees   622,239     2,742,523     1,420,789     8,363     2,840  
Distribution fees - Class N               85     109  
Shareholder servicing fees - Class N   187,023     1,109,808     122,040     51      
Shareholder servicing fees - Class I   7,110     297,012     530,177          
Professional fees   58,576     133,722     89,470     42,961     33,045  
Registration fees   52,321     75,690     104,157     24,167     36,380  
Custodian fees   50,485     143,574     288,470     47,428     28,257  
Trustee fees and expenses   34,741     161,523     82,425     493     168  
Reports to shareholders   21,998     151,918     104,439     2,164     1,338  
Transfer agent fees   14,557     64,149     49,786     791     448  
Miscellaneous   21,625     55,922     35,008     2,490     2,338  
Total expenses before offsets   4,347,799     19,379,797     9,930,705     181,959     118,177  
Expense reimbursements   (46,456 )           (111,885 )   (99,133 )
Expense reductions   (118,340 )   (170,862 )            
Net expenses   4,183,003     19,208,935     9,930,705     70,074     19,044  
                               
Net investment income (loss)   (2,635,495 )   (6,505,668 )   3,290,328     90,312     1,234  
Net Realized and Unrealized Gain:                              
Net realized gain (loss) on investments   103,888,9954     425,100,1204     (36,855,462 )   639,696     (70,079 )
Net realized gain (loss) on foreign currency transactions           (1,664,381 )   6     (147 )
Net change in unrealized appreciation/depreciation on investments   15,244,685     121,000,209     143,963,030     641,071     283,744  
Net change in unrealized appreciation/depreciation on foreign currency translations           82,217     (21,277 )   104  
Net realized and unrealized gain   119,133,680     546,100,329     105,525,404     1,259,496     213,622  
                               
Net increase in net assets resulting from operations   $116,498,185     $539,594,661     $108,815,732     $1,349,808     $214,856  

 

1 Includes non-recurring dividends of $150,000.

2 Includes non-recurring dividends of $1,757,925.

3 Includes non-recurring dividends of $10,036.

4 Includes realized gains of $17,655,459 and $48,407,313 for AMG TimesSquare Small Cap Growth Fund and AMG TimesSquare Mid Cap Growth Fund, respectively, relating to redemptions in-kind. See note 1(g) of the Notes to Financial Statements.

 

 

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

 

  48


 

 

   

Statements of Changes in Net Assets 

For the fiscal years ended December 31,

 
     

  

   

 

    AMG
TimesSquare
Small Cap Growth Fund
  AMG
TimesSquare
Mid Cap Growth Fund
  AMG
TimesSquare
International Small Cap Fund
    2020   2019   2020   2019   2020   2019
Increase in Net Assets Resulting From Operations:                                    
Net investment income (loss)   $(2,635,495 )   $(3,964,668 )   $(6,505,668 )   $(4,756,421 )   $3,290,328     $18,164,665  
Net realized gain (loss) on investments   103,888,995     220,002,674     425,100,120     302,007,376     (38,519,843 )   (79,413,283 )
Net change in unrealized appreciation/depreciation on investments   15,244,685     8,299,000     121,000,209     294,070,538     144,045,247     350,246,524  
Net increase in net assets resulting from operations   116,498,185     224,337,006     539,594,661     591,321,493     108,815,732     288,997,906  
Distributions to Shareholders:                                    
Class N   (14,186,731 )   (11,213,171 )   (101,447,820 )   (70,479,715 )       (1,046,826 )
Class I   (1,430,225 )   (1,201,634 )   (82,109,733 )   (63,966,855 )   (174,954 )   (11,052,714 )
Class Z   (37,842,742 )   (41,084,469 )   (140,525,298 )   (121,196,702 )   (411,538 )   (7,392,335 )
Total distributions to shareholders   (53,459,698 )   (53,499,274 )   (324,082,851 )   (255,643,272 )   (586,492 )   (19,491,875 )
Capital Share Transactions:1                                    
Net decrease from capital share transactions   (102,684,467 )   (562,555,053 )   (63,463,055 )   (127,664,618 )   (166,022,077 )   (138,593,303 )
                                     
Total increase (decrease) in net assets   (39,645,980 )   (391,717,321 )   152,048,755     208,013,603     (57,792,837 )   130,912,728  
Net Assets:                                    
Beginning of year   484,981,974     876,699,295     1,885,180,971     1,677,167,368     1,130,659,931     999,747,203  
End of year   $445,335,994     $484,981,974     $2,037,229,726     $1,885,180,971     $1,072,867,094     $1,130,659,931  

 

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

 

 

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

 

  49


 

 

   

Statements of Changes in Net Assets (continued) 

For the fiscal years ended December 31,

 
     

  

   

 

    AMG
TimesSquare
Emerging
Markets Small Cap Fund
    AMG
TimesSquare
Global Small
Cap Fund
 
    2020     2019     2020     2019  
Increase in Net Assets Resulting From Operations:                        
Net investment income   $90,312     $40,496     $1,234     $12,734  
Net realized gain (loss) on investments   639,702     (266,982 )   (70,226 )   (55,671 )
Net change in unrealized appreciation/depreciation on investments   619,794     1,134,121     283,848     615,930  
Net increase in net assets resulting from operations   1,349,808     907,635     214,856     572,993  
Distributions to Shareholders:                        
From net investment income and/or realized gain on investments:                        
Class N   (4 )   (77 )       (400 )
Class I   (1,290 )   (1,456 )       (396 )
Class Z   (22,085 )   (25,771 )       (24,398 )
From paid-in capital:                        
Class N       (10 )        
Class I       (189 )        
Class Z       (3,339 )        
Total distributions to shareholders   (23,379 )   (30,842 )       (25,194 )
Capital Share Transactions:1                        
Net increase (decrease) from capital share transactions   56,507     (872,229 )   (39,132 )   70,876  
                         
Total increase in net assets   1,382,936     4,564     175,724     618,675  
Net Assets:                        
Beginning of year   5,822,101     5,817,537     2,109,487     1,490,812  
End of year   $7,205,037     $5,822,101     $2,285,211     $2,109,487  

 

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

 

 

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

 

  50


 

 

   

AMG TimesSquare Small Cap Growth Fund 

Financial Highlights

For a share outstanding throughout each fiscal year 

 

 

  

   

 

      For the fiscal years ended December 31,  
Class N   2020     2019     2018     20171     20162  
Net Asset Value, Beginning of Year   $13.96     $12.21     $16.90     $15.52     $14.84  
Income (loss) from Investment Operations:                              
Net investment loss3,4   (0.11 )5   (0.09 )   (0.10 )   (0.08 )6   (0.06 )7
Net realized and unrealized gain (loss) on investments   4.92     3.47     (0.70 )   3.32     1.28  
Total income (loss) from investment operations   4.81     3.38     (0.80 )   3.24     1.22  
Less Distributions to Shareholders from:                              
Net investment income                   (0.03 )
Net realized gain on investments   (2.32 )   (1.63 )   (3.89 )   (1.86 )   (0.51 )
Total distributions to shareholders   (2.32 )   (1.63 )   (3.89 )   (1.86 )   (0.54 )
Net Asset Value, End of Year   $16.45     $13.96     $12.21     $16.90     $15.52  
Total Return4,8   34.96 %   27.98 %   (4.38 )%   20.87 %   8.20 %
Ratio of net expenses to average net assets9   1.16 %   1.17 %   1.09 %   1.23 %   1.23 %
Ratio of gross expenses to average net assets10   1.20 %   1.19 %   1.10 %   1.24 %   1.24 %
Ratio of net investment loss to average net assets4   (0.79 )%   (0.63 )%   (0.55 )%   (0.48 )%   (0.38 )%
Portfolio turnover   71 %   62 %   63 %   58 %   62 %
Net assets end of year (000’s) omitted   $112,740     $105,862     $99,996     $318,627     $313,713  

 

 

 

  51


 

  

   

AMG TimesSquare Small Cap Growth Fund 

Financial Highlights 

For a share outstanding throughout each fiscal period

 

 

  

   

 

          For the fiscal  
          period ended  
    For the fiscal years ended December 31,   December 31,  
Class I   2020     2019     2018     201711  
Net Asset Value, Beginning of Period   $14.53     $12.64     $17.32     $16.52  
Income (loss) from Investment Operations:                        
Net investment loss3,4   (0.10 )5   (0.07 )   (0.09 )   (0.05 )6
Net realized and unrealized gain (loss) on investments   5.14     3.59     (0.70 )   2.71  
Total income (loss) from investment operations   5.04     3.52     (0.79 )   2.66  
Less Distributions to Shareholders from:                        
Net realized gain on investments   (2.32 )   (1.63 )   (3.89 )   (1.86 )
Net Asset Value, End of Period   $17.25     $14.53     $12.64     $17.32  
Total Return4,8   35.19 %   28.13 %   (4.21 )%   16.11 %12
Ratio of net expenses to average net assets13   1.03 %   1.01 %   1.00 %   1.10 %14
Ratio of gross expenses to average net assets10   1.07 %   1.03 %   1.01 %   1.11 %14
Ratio of net investment loss to average net assets4   (0.66 )%   (0.47 )%   (0.46 )%   (0.35 )%14
Portfolio turnover   71 %   62 %   63 %   58 %
Net assets end of period (000’s) omitted   $12,062     $11,333     $174,914     $2,065  

 

 

 

  52


 

 

   

AMG TimesSquare Small Cap Growth Fund 

Financial Highlights 

For a share outstanding throughout each fiscal year

 

 

  

   

 

      For the fiscal years ended December 31,  
Class Z   2020     2019     2018     20171     20162  
Net Asset Value, Beginning of Year   $14.55     $12.65     $17.33     $15.84     $15.14  
Income (loss) from Investment Operations:                              
Net investment loss3,4   (0.09 )5   (0.07 )   (0.08 )   (0.05 )6   (0.03 )7
Net realized and unrealized gain (loss) on investments   5.16     3.60     (0.71 )   3.40     1.31  
Total income (loss) from investment operations   5.07     3.53     (0.79 )   3.35     1.28  
Less Distributions to Shareholders from:                              
Net investment income                   (0.06 )
Net realized gain on investments   (2.32 )   (1.63 )   (3.89 )   (1.86 )   (0.52 )
Total distributions to shareholders   (2.32 )   (1.63 )   (3.89 )   (1.86 )   (0.58 )
Net Asset Value, End of Year   $17.30     $14.55     $12.65     $17.33     $15.84  
Total Return4,8   35.35 %   28.19 %   (4.21 )%   21.14 %   8.45 %
Ratio of net expenses to average net assets9   0.96 %   0.97 %   0.96 %   1.03 %   1.03 %
Ratio of gross expenses to average net assets10   1.00 %   0.99 %   0.97 %   1.04 %   1.04 %
Ratio of net investment loss to average net assets4   (0.59 )%   (0.43 )%   (0.42 )%   (0.28 )%   (0.20 )%
Portfolio turnover   71 %   62 %   63 %   58 %   62 %
Net assets end of year (000’s) omitted   $320,535     $367,787     $601,789     $866,289     $766,180  

 

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

2 Effective October 1, 2016, the Institutional Class and Premier Class were renamed Class I and Class S, respectively.

3 Per share numbers have been calculated using average shares.

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

5 Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.12), $(0.10), and $(0.09) for Class N, Class I and Class Z, respectively.

6 Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.12), $(0.09), and $(0.09) for Class N, Class I and Class Z, respectively.

7 Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.08) and $(0.05) for Class N and Class Z, respectively.

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

9 Includes reduction from broker recapture amounting to 0.03% for the fiscal year ended December 31, 2020, 0.02% for the fiscal year ended 2019 and 0.01% for each fiscal year ended 2018, 2017 and 2016.

10 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.)

11 Commencement of operations was on February 27, 2017.

12 Not annualized.

13 Includes reduction from broker recapture amounting to 0.03% for the fiscal year ended December 31, 2020, 0.02% for the fiscal year ended 2019, 0.01% for the fiscal year ended 2018 and 0.01% for the fiscal period ended 2017.

14 Annualized.

 

 

 

  53


 

 

   

AMG TimesSquare Mid Cap Growth Fund 

Financial Highlights 

For a share outstanding throughout each fiscal year

 

 

  

   

 

      For the fiscal years ended December 31,  
Class N   2020     2019     2018     20171     20162  
Net Asset Value, Beginning of Year   $17.69     $15.00     $18.40     $17.26     $17.02  
Income (loss) from Investment Operations:                              
Net investment loss3,4   (0.09 )5   (0.07 )   (0.08 )   (0.12 )6   (0.06 )7
Net realized and unrealized gain (loss) on investments   5.84     5.62     (0.78 )   3.98     1.31  
Total income (loss) from investment operations   5.75     5.55     (0.86 )   3.86     1.25  
Less Distributions to Shareholders from:                              
Net realized gain on investments   (3.78 )   (2.86 )   (2.54 )   (2.72 )   (1.01 )
Net Asset Value, End of Year   $19.66     $17.69     $15.00     $18.40     $17.26  
Total Return4,8   33.03 %   37.15 %   (4.55 )%   22.40 %   7.26 %
Ratio of net expenses to average net assets9   1.17 %   1.17 %   1.17 %   1.23 %   1.23 %
Ratio of gross expenses to average net assets10   1.18 %   1.18 %   1.18 %   1.24 %   1.24 %
Ratio of net investment loss to average net assets4   (0.48 )%   (0.38 )%   (0.39 )%   (0.66 )%   (0.36 )%
Portfolio turnover   74 %   65 %   59 %   54 %   47 %
Net assets end of year (000’s) omitted   $613,501     $518,267     $375,505     $519,337     $815,473  

 

 

 

  54


 

 

   

AMG TimesSquare Mid Cap Growth Fund 

Financial Highlights 

For a share outstanding throughout each fiscal period

 

  

   

 

          For the fiscal  
          period ended  
    For the fiscal years ended December 31,   December 31,  
Class I   2020     2019     2018     201711  
Net Asset Value, Beginning of Period   $18.35     $15.46     $18.86     $18.73  
Income (loss) from Investment Operations:                        
Net investment loss3,4   (0.07 )5   (0.05 )   (0.05 )   (0.09 )6
Net realized and unrealized gain (loss) on investments   6.08     5.80     (0.81 )   2.94  
Total income (loss) from investment operations   6.01     5.75     (0.86 )   2.85  
Less Distributions to Shareholders from:                        
Net realized gain on investments   (3.78 )   (2.86 )   (2.54 )   (2.72 )
Net Asset Value, End of Period   $20.58     $18.35     $15.46     $18.86  
Total Return4,8   33.27 %   37.33 %   (4.45 )%   15.24 %12
Ratio of net expenses to average net assets13   1.04 %   1.07 %   1.02 %   1.08 %14
Ratio of gross expenses to average net assets10   1.05 %   1.08 %   1.03 %   1.09 %14
Ratio of net investment loss to average net assets4   (0.35 )%   (0.28 )%   (0.24 )%   (0.52 )%14
Portfolio turnover   74 %   65 %   59 %   54 %
Net assets end of period (000’s) omitted   $526,800     $472,524     $353,282     $397,061  

 

 

 

  55


 

 

   

AMG TimesSquare Mid Cap Growth Fund 

Financial Highlights 

For a share outstanding throughout each fiscal year

 

 

  

   

 

      For the fiscal years ended December 31,
Class Z   2020     2019     2018     20171     20162  
Net Asset Value, Beginning of Year   $18.39     $15.48     $18.87     $17.61     $17.33  
Income (loss) from Investment Operations:                              
Net investment loss3,4   (0.05 )5   (0.03 )   (0.04 )   (0.09 )6   (0.03 )7
Net realized and unrealized gain (loss) on investments   6.09     5.80     (0.81 )   4.07     1.35  
Total income (loss) from investment operations   6.04     5.77     (0.85 )   3.98     1.32  
Less Distributions to Shareholders from:                              
Net investment income                   (0.01 )
Net realized gain on investments   (3.78 )   (2.86 )   (2.54 )   (2.72 )   (1.03 )
Total distributions to shareholders   (3.78 )   (2.86 )   (2.54 )   (2.72 )   (1.04 )
Net Asset Value, End of Year   $20.65     $18.39     $15.48     $18.87     $17.61  
Total Return4,8   33.36 %   37.41 %   (4.39 )%   22.63 %   7.53 %
Ratio of net expenses to average net assets9   0.97 %   0.97 %   0.97 %   1.03 %   1.03 %
Ratio of gross expenses to average net assets10   0.98 %   0.98 %   0.98 %   1.04 %   1.04 %
Ratio of net investment loss to average net assets4   (0.28 )%   (0.18 )%   (0.19 )%   (0.46 )%   (0.16 )%
Portfolio turnover   74 %   65 %   59 %   54 %   47 %
Net assets end of year (000’s) omitted   $896,929     $894,390     $948,380     $1,171,466     $1,026,198  

 

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

2 Effective October 1, 2016, the Institutional Class and Premier Class were renamed Class I and Class S, respectively.

3 Per share numbers have been calculated using average shares.

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

5 Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.11), $(0.08) and $(0.07) for Class N, Class I and Class Z, respectively.

6 Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.14), $(0.11) and $(0.11) for Class N, Class I and Class Z, respectively.

7 Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.07) and $(0.04) for Class N and Class Z, respectively.

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

9 Includes reduction from broker recapture amounting to 0.01% for each fiscal year ended 2020, 2019, 2018, 2017 and 2016.

10 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.)

11 Commencement of operations was on February 27, 2017.

12 Not annualized.

13 Includes reduction from broker recapture amounting to 0.01% for each fiscal year ended 2020, 2019 and 2018 and 0.01% for the fiscal period ended 2017.

14 Annualized.

 

 

 

  56


 

 

   

AMG TimesSquare International Small Cap Fund 

Financial Highlights 

For a share outstanding throughout each fiscal year

 

  

   

 

      For the fiscal years ended December 31,  
Class N   2020     2019     2018     20171     20162  
Net Asset Value, Beginning of Year   $16.24     $12.72     $16.99     $12.35     $12.65  
Income (loss) from Investment Operations:                              
Net investment income3,4   0.02     0.215     0.18     0.086     0.04  
Net realized and unrealized gain (loss) on investments   2.18     3.55     (4.35 )   4.69     (0.11 )
Total income (loss) from investment operations   2.20     3.76     (4.17 )   4.77     (0.07 )
Less Distributions to Shareholders from:                              
Net investment income       (0.24 )   (0.10 )   (0.06 )   (0.07 )
Net realized gain on investments               (0.07 )   (0.16 )
Total distributions to shareholders       (0.24 )   (0.10 )   (0.13 )   (0.23 )
Net Asset Value, End of Year   $18.44     $16.24     $12.72     $16.99     $12.35  
Total Return4,7   13.55 %   29.56 %   (24.54 )%   38.63 %   (0.55 )%
Ratio of net expenses to average net assets   1.23 %   1.23 %   1.23 %   1.29 %   1.30 %
Ratio of gross expenses to average net assets8   1.23 %   1.23 %   1.23 %   1.30 %   1.39 %
Ratio of net investment income to average net assets4   0.17 %   1.43 %   1.07 %   0.53 %   0.32 %
Portfolio turnover   57 %   40 %   46 %   48 %   58 %
Net assets end of year (000’s) omitted   $45,389     $70,532     $88,913     $238,935     $28,864  

 

 

 

  57


 

 

   

AMG TimesSquare International Small Cap Fund 

Financial Highlights 

For a share outstanding throughout each fiscal period

 

  

   

 

          For the fiscal
          period ended
    For the fiscal years ended December 31,   December 31,
Class I   2020     2019     2018     20179
Net Asset Value, Beginning of Period   $16.26     $12.74     $17.08     $13.18  
Income (loss) from Investment Operations:                        
Net investment income3,4   0.05     0.245     0.20     0.116  
Net realized and unrealized gain (loss) on investments   2.19     3.55     (4.37 )   3.94  
Total income (loss) from investment operations   2.24     3.79     (4.17 )   4.05  
Less Distributions to Shareholders from:                        
Net investment income   (0.01 )   (0.27 )   (0.17 )   (0.08 )
Net realized gain on investments               (0.07 )
Total distributions to shareholders   (0.01 )   (0.27 )   (0.17 )   (0.15 )
Net Asset Value, End of Period   $18.49     $16.26     $12.74     $17.08  
Total Return4,7   13.75 %   29.78 %   (24.42 )%   30.72 %10
Ratio of net expenses to average net assets   1.08 %   1.06 %   1.06 %   1.09 %11
Ratio of gross expenses to average net assets8   1.08 %   1.06 %   1.06 %   1.10 %11
Ratio of net investment income to average net assets4   0.32 %   1.60 %   1.24 %   0.77 %11
Portfolio turnover   57 %   40 %   46 %   48 %
Net assets end of period (000’s) omitted   $629,502     $658,599     $538,749     $182,528  

 

 

 

  58


 

 

   

AMG TimesSquare International Small Cap Fund 

Financial Highlights 

For a share outstanding throughout each fiscal year

 

  

   

 

      For the fiscal years ended December 31,  
Class Z   2020     2019     2018     20171     20162  
Net Asset Value, Beginning of Year   $16.26     $12.75     $17.08     $12.41     $12.69  
Income (loss) from Investment Operations:                              
Net investment income3,4   0.06     0.255     0.21     0.116     0.28  
Net realized and unrealized gain (loss) on investments   2.20     3.55     (4.36 )   4.71     (0.32 )
Total income (loss) from investment operations   2.26     3.80     (4.15 )   4.82     (0.04 )
Less Distributions to Shareholders from:                              
Net investment income   (0.02 )   (0.29 )   (0.18 )   (0.08 )   (0.08 )
Net realized gain on investments               (0.07 )   (0.16 )
Total distributions to shareholders   (0.02 )   (0.29 )   (0.18 )   (0.15 )   (0.24 )
Net Asset Value, End of Year   $18.50     $16.26     $12.75     $17.08     $12.41  
Total Return4,7   13.90 %   29.77 %   (24.29 )%   38.86 %   (0.29 )%
Ratio of net expenses to average net assets   0.98 %   0.98 %   0.98 %   1.04 %   1.05 %
Ratio of gross expenses to average net assets8   0.98 %   0.98 %   0.98 %   1.05 %   1.19 %
Ratio of net investment income to average net assets4   0.42 %   1.68 %   1.32 %   0.70 %   2.23 %
Portfolio turnover   57 %   40 %   46 %   48 %   58 %
Net assets end of year (000’s) omitted   $397,976     $401,528     $372,085     $252,951     $99,533  

 

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

2 Effective October 1, 2016, the Institutional Class and Premier Class were renamed Class I and Class S, respectively.

3 Per share numbers have been calculated using average shares.

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

5 Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.16, $0.18 and $0.20 for Class N, Class I and Class Z, respectively.

6 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.

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

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.)

9 Commencement of operations was on February 27, 2017.

10 Not annualized.

11 Annualized.

 

 

 

  59


 

 

   

AMG TimesSquare Emerging Markets Small Cap Fund 

Financial Highlights 

For a share outstanding throughout each fiscal period

 

  

   

 

          For the fiscal
          period ended
    For the fiscal years ended December 31,   December 31,
Class N   2020     2019     2018     20171  
Net Asset Value, Beginning of Period   $11.03     $9.49     $12.32     $10.94  
Income (loss) from Investment Operations:                        
Net investment income2,3   0.134     0.03     0.08     0.03  
Net realized and unrealized gain (loss) on investments   2.50     1.53     (2.34 )   2.33  
Total income (loss) from investment operations   2.63     1.56     (2.26 )   2.36  
Less Distributions to Shareholders from:                        
Net investment income   (0.00 )5   (0.02 )   (0.01 )   (0.15 )
Net realized gain on investments           (0.56 )   (0.83 )
Paid in capital       (0.00 )5        
Total distributions to shareholders   (0.00 )5   (0.02 )   (0.57 )   (0.98 )
Net Asset Value, End of Period   $13.66     $11.03     $9.49     $12.32  
Total Return3,6   23.86 %   16.49 %   (18.30 )%   21.72 %7
Ratio of net expenses to average net assets   1.65 %   1.67 %8   1.67 %   1.65 %9
Ratio of gross expenses to average net assets10   3.66 %   4.29 %   3.87 %   5.02 %9
Ratio of net investment income to average net assets3   1.22 %   0.31 %   0.68 %   0.28 %9
Portfolio turnover   129 %   103 %   84 %   81 %
Net assets end of period (000’s) omitted   $43     $39     $31     $43  

 

 

 

  60


 

 

   

AMG TimesSquare Emerging Markets Small Cap Fund 

Financial Highlights 

For a share outstanding throughout each fiscal period

 

  

   

 

            For the fiscal
            period ended
    For the fiscal years ended December 31,   December 31,
Class I   2020     2019     2018     2017     201611
Net Asset Value, Beginning of Period   $11.05     $9.51     $12.35     $10.05     $10.00  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.184     0.07     0.11     0.06     0.01  
Net realized and unrealized gain (loss) on investments   2.51     1.53     (2.33 )   3.23     0.04  
Total income (loss) from investment operations   2.69     1.60     (2.22 )   3.29     0.05  
Less Distributions to Shareholders from:                              
Net investment income   (0.04 )   (0.05 )   (0.06 )   (0.16 )    
Net realized gain on investments           (0.56 )   (0.83 )    
Paid in capital       (0.01 )            
Total distributions to shareholders   (0.04 )   (0.06 )   (0.62 )   (0.99 )    
Net Asset Value, End of Period   $13.70     $11.05     $9.51     $12.35     $10.05  
Total Return3,6   24.49 %   16.83 %   (17.90 )%   32.85 %   0.50 %7
Ratio of net expenses to average net assets   1.25 %   1.27 %8   1.27 %   1.25 %   1.34 %9
Ratio of gross expenses to average net assets10   3.26 %   3.89 %   3.47 %   4.59 %   7.09 %9,12
Ratio of net investment income to average net assets3   1.62 %   0.71 %   1.08 %   0.53 %   1.27 %9
Portfolio turnover   129 %   103 %   84 %   81 %   0 %7
Net assets end of period (000’s) omitted   $396     $310     $273     $13     $10  

 

 

 

  61


 

 

   

AMG TimesSquare Emerging Markets Small Cap Fund 

Financial Highlights 

For a share outstanding throughout each fiscal period

 

  

   

 

            For the fiscal
            period ended
    For the fiscal years ended December 31,   December 31,
Class Z   2020     2019     2018     2017     201611
Net Asset Value, Beginning of Period   $11.05     $9.51     $12.35     $10.05     $10.00  
Income (loss) from Investment Operations:                              
Net investment income2,3   0.184     0.07     0.12     0.06     0.01  
Net realized and unrealized gain (loss) on investments   2.51     1.53     (2.34 )   3.23     0.04  
Total income (loss) from investment operations   2.69     1.60     (2.22 )   3.29     0.05  
Less Distributions to Shareholders from:                              
Net investment income   (0.04 )   (0.05 )   (0.06 )   (0.16 )    
Net realized gain on investments           (0.56 )   (0.83 )    
Paid in capital       (0.01 )            
Total distributions to shareholders   (0.04 )   (0.06 )   (0.62 )   (0.99 )    
Net Asset Value, End of Period   $13.70     $11.05     $9.51     $12.35     $10.05  
Total Return3,6   24.40 %   16.83 %   (17.90 )%   32.85 %   0.50 %7
Ratio of net expenses to average net assets   1.25 %   1.27 %8   1.27 %   1.25 %   1.34 %9
Ratio of gross expenses to average net assets10   3.26 %   3.89 %   3.47 %   4.59 %   7.09 %9,12
Ratio of net investment income to average net assets3   1.62 %   0.71 %   1.08 %   0.53 %   1.27 %9
Portfolio turnover   129 %   103 %   84 %   81 %   0 %7
Net assets end of period (000’s) omitted   $6,766     $5,473     $5,513     $6,850     $4,237  

 

1 Commencement of operations was on February 27, 2017.

2 Per share numbers have been calculated using average shares.

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

4 Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.11, $0.16 and $0.16 for Class N, Class I and Class Z, respectively.

5 Less than $(0.005) per share.

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

7 Not annualized.

8 Includes interest expense totaling 0.02% relating to interfund lending and bank overdrafts.

9 Annualized.

10 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.)

11 Commencement of operations was on December 15, 2016.

12 Ratio does not reflect the annualization of audit, excise tax and organization expenses.

 

 

 

  62


 

 

   

AMG TimesSquare Global Small Cap Fund 

Financial Highlights 

For a share outstanding throughout each fiscal period

 

  

   

 

        For the fiscal
        period ended
    For the fiscal years ended December 31,   December 31,
Class N   2020     2019     20181
Net Asset Value, Beginning of Period   $10.84     $7.95     $10.00  
Income (loss) from Investment Operations:                  
Net investment income (loss)2,3   (0.02 )   0.04     0.004  
Net realized and unrealized gain (loss) on investments   1.23     2.95     (2.05 )
Total income (loss) from investment operations   1.21     2.99     (2.05 )
Less Distributions to Shareholders from:                  
Net investment income       (0.10 )    
Net Asset Value, End of Period   $12.05     $10.84     $7.95  
Total Return3,5   11.16 %   37.60 %   (20.50 )%6
Ratio of net expenses to average net assets   1.25 %   1.27 %7   1.25 %8
Ratio of gross expenses to average net assets9   6.48 %   7.45 %   11.67 %8,10
Ratio of net investment income (loss) to average net assets3   (0.18 )%   0.42 %   0.07 %8
Portfolio turnover   42 %   80 %   22 %6
Net assets end of period (000’s) omitted   $63     $44     $24  

 

 

 

  63


 

 

   

AMG TimesSquare Global Small Cap Fund 

Financial Highlights 

For a share outstanding throughout each fiscal period

 

  

   

 

        For the fiscal
        period ended
    For the fiscal years ended December 31,   December 31,
Class I   2020     2019     20181
Net Asset Value, Beginning of Period   $10.85     $7.96     $10.00  
Income (loss) from Investment Operations:                  
Net investment income2,3   0.01     0.06     0.02  
Net realized and unrealized gain (loss) on investments   1.23     2.96     (2.06 )
Total income (loss) from investment operations   1.24     3.02     (2.04 )
Less Distributions to Shareholders from:                  
Net investment income       (0.13 )    
Net Asset Value, End of Period   $12.09     $10.85     $7.96  
Total Return3,5   11.43 %   37.96 %   (20.40 )%6
Ratio of net expenses to average net assets   1.00 %   1.02 %7   1.00 %8
Ratio of gross expenses to average net assets9   6.23 %   7.20 %   11.42 %8,10
Ratio of net investment income to average net assets3   0.07 %   0.67 %   0.32 %8
Portfolio turnover   42 %   80 %   22 %6
Net assets end of period (000’s) omitted   $37     $33     $24  

 

 

 

  64


 

 

   

AMG TimesSquare Global Small Cap Fund 

Financial Highlights 

For a share outstanding throughout each fiscal period

 

  

   

 

        For the fiscal
        period ended
    For the fiscal years ended December 31,   December 31,
Class Z   2020     2019     20181
Net Asset Value, Beginning of Period   $10.86     $7.96     $10.00  
Income (loss) from Investment Operations:                  
Net investment income2,3   0.01     0.06     0.02  
Net realized and unrealized gain (loss) on investments   1.22     2.97     (2.06 )
Total income (loss) from investment operations   1.23     3.03     (2.04 )
Less Distributions to Shareholders from:                  
Net investment income       (0.13 )    
Net Asset Value, End of Period   $12.09     $10.86     $7.96  
Total Return3,5   11.33 %   38.09 %   (20.40 )%6
Ratio of net expenses to average net assets   1.00 %   1.02 %7   1.00 %8
Ratio of gross expenses to average net assets9   6.23 %   7.20 %   11.42 %8,10
Ratio of net investment income to average net assets3   0.07 %   0.67 %   0.32 %8
Portfolio turnover   42 %   80 %   22 %6
Net assets end of period (000’s) omitted   $2,186     $2,032     $1,443  

 

1 Commencement of operations was on May 31, 2018.

2 Per share numbers have been calculated using average shares.

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

4 Less than $0.005 per share.

5 The total return is calculated using the published Net Asset Value as of period end.

6 Not annualized.

7 Includes interest expense on interfund lending and excise tax expense totaling 0.02%

8 Annualized.

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.)

10 Ratio does not reflect the annualization of audit, registration and organization expenses.

 

 

 

  65


 

 

   
  Notes to Financial Statements
  December 31, 2020

 

 

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Each Fund offers different classes of shares. 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 disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty exists as to the long-term implications. Such disruptions can adversely affect assets of the Funds and thus Fund performance.

 

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

 

a. VALUATION OF INVESTMENTS

 

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

 

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end 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 approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (the “Investment Manager”) are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

 

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

 

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in 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 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.


 

 

66


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

The three-tier hierarchy of inputs is summarized below:

 

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

 

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, swaps, 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 issuers, distributions received from a real estate investment trust (REIT) may be

redesignated as a reduction of cost of investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trust and other trusts 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 Cap and Mid Cap 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 December 31, 2020, the impact on the expenses and expense ratios were as follows: Small Cap - $118,340 or 0.03% and Mid Cap - $170,862 or 0.01%.

 

d. DIVIDENDS AND DISTRIBUTIONS

 

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December. 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 tax equalization utilized and redemptions in kind. Temporary differences are due to mark-to-market on passive foreign investment companies, mark to market of foreign currency, wash sale loss deferrals, and capital loss carryovers.



The tax character of distributions paid during the fiscal years ended December 31, 2020 and December 31, 2019 were as follows:

 

    Small Cap   Mid Cap   International Small Cap
Distributions paid from:   2020   2019   2020   2019   2020   2019
Ordinary income *     $550,972   $11,788,773   $5,255,029   $586,492   $19,491,875
Long-term capital gains   $53,459,698   52,948,302   312,294,078   250,388,243    
    $53,459,698   $53,499,274   $324,082,851   $255,643,272   $586,492   $19,491,875

 

    Emerging Markets Small Cap   Global Small Cap    
Distributions paid from:   2020   2019   2020   2019
Ordinary income *   $23,379   $27,304     $25,194
Paid-in capital     3,538    
    $23,379   $30,842     $25,194

 

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

 

 

 

67


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

As of December 31, 2020, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

    Small Cap   Mid Cap   International
Small Cap
  Emerging Markets
Small Cap
  Global Small Cap
Capital loss carryforward       $176,093,447     $151,549
Undistributed ordinary income   $2,487,017   $1,657,909   3,433,118   $396,371   1,239
Undistributed long-term capital gains   19,140,318   84,053,393     8,493  

 

At December 31, 2020, 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
Small Cap   $327,281,374   $146,010,084   $(7,232,662)   $138,777,422
Mid Cap   1,231,034,640   837,673,438   (30,345,121)   807,328,317
International Small Cap   853,770,036   315,360,437   (64,241,267)   251,119,170
Emerging Markets Small Cap   5,959,400   1,651,790   (284,628)   1,367,162
Global Small Cap   1,791,136   595,396   (58,152)   537,244

 

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. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

 

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

 

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2020, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, Management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

 

As of December 31, 2020, 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.

 

  Capital Loss
Carryover Amounts
   
Fund Short-Term Long-Term Total  
International Small Cap $92,510,135 $83,583,312 $176,093,447  
Global Small Cap 74,022 77,527 151,549  

 

As of December 31, 2020, Small Cap, Mid Cap and Emerging Markets Small Cap had no capital loss carryovers for federal income tax purposes. Should the Funds incur net capital losses for the fiscal year ended December 31, 2021, such amounts may be used to offset future realized capital gains indefinitely, and retain their character as either short-term and/or long-term.

 

For the fiscal year ended December 31, 2020, the following Fund utilized capital loss carryovers in the amount of:

 

  Capital Loss Carryover Utilized
Fund Short-Term Long-Term
Emerging Markets Small Cap $125,682 $186,311


 

g. CAPITAL STOCK

 

The Trust’s Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. For the fiscal year ended December 31, 2020, Small Cap and Mid Cap transferred securities and cash to certain shareholders in connection with redemptions in-kind transactions in the amount of $55,031,433 and $95,449,270, respectively. For the fiscal year ended December 31, 2019, Small Cap and International Small Cap transferred securities and cash to certain shareholders in connection with redemptions in-kind transactions in the amount of $281,724,693 and $22,929,233, respectively. For the purposes of U.S. GAAP, the transactions were treated as sales of securities and the resulting gain or loss was recognized based on the market value of the securities on the date of the transfer. For tax purposes, no gains or losses were recognized. Prior to March 1, 2019, International Small Cap and Emerging Markets Small Cap deducted a 2.00% redemption fee from the proceeds of any redemption (including a redemption by exchange) of shares if the

 

 

  

68


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

redemption occurred within 60 days of the purchase of those shares. For the fiscal year ended December 31, 2019, International Small Cap had redemption fees amounting to $2,655. These amounts are netted against the cost of shares repurchased. For the fiscal year ended December 31, 2019, Emerging Markets Small Cap received no redemption fees.

 

For the fiscal years ended December 31, 2020 and December 31, 2019, the capital stock transactions by class for the Funds were as follows:

 

  Small Cap   Mid Cap
  December 31, 2020   December 31, 2019   December 31, 2020   December 31, 2019
  Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount
Class N:                              
Proceeds from sale of shares 932,300   $12,452,477   905,278   $13,055,000   9,115,475   $162,122,304   9,809,288   $179,985,713
Reinvestment of distributions 889,249   14,165,736   819,363   11,192,499   5,288,327   101,324,348   4,015,288   70,387,987
Cost of shares repurchased (2,552,868)   (35,672,455)   (2,328,867)   (33,570,961)   (12,504,810)   (234,341,365)   (9,560,066)   (177,065,853)
Net increase (decrease) (731,319)   $(9,054,242)   (604,226)   $(9,323,462)   1,898,992   $29,105,287   4,264,510   $73,307,847
Class I:                              
Proceeds from sale of shares 1,032,547   $14,380,169   1,681,977   $25,010,540   2,840,070   $52,527,341   4,401,134   $85,873,380
Reinvestment of distributions 85,693   1,430,225   84,503   1,201,633   4,088,964   81,983,738   3,511,970   63,882,738
Cost of shares repurchased (1,198,986)   (15,164,745)   (14,826,800)   (227,352,813)   (7,078,438)   (131,765,381)   (5,006,169)   (94,671,055)
Net increase (decrease) (80,746)   $645,649   (13,060,320)   $(201,140,640)   (149,404)   $2,745,698   2,906,935   $55,085,063
Class Z:                              
Proceeds from sale of shares 4,865,181   $66,148,869   3,505,845   $52,326,072   6,540,814   $122,425,292   6,593,529   $126,622,266
Reinvestment of distributions 2,134,074   35,724,402   2,754,888   39,229,609   6,883,868   138,503,425   6,367,710   116,083,352
Cost of shares repurchased (13,742,210)   (196,149,145) 1 (28,558,852)   (443,646,632) 2 (18,618,705)   (356,242,757) 3 (25,593,054)   (498,763,146)
Net decrease (6,742,955)   $(94,275,874)   (22,298,119)   $(352,090,951)   (5,194,023)   $(95,314,040)   (12,631,815)   $(256,057,528)

 

1 Includes redemption in-kind in the amount of $55,031,433.

2 Includes redemption in-kind in the amount of $281,724,693.

3 Includes redemption in-kind in the amount of $95,449,270.

 

  International Small Cap   Emerging Markets Small Cap
  December 31, 2020   December 31, 2019   December 31, 2020   December 31, 2019
  Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount
Class N:                              
Proceeds from sale of shares 716,803   $10,362,361   1,014,625   $14,806,211   247   $2,000   739   $7,750
Reinvestment of distributions     64,114   1,045,702     4   8   87
Cost of shares repurchased (2,599,344)   (36,081,457)   (3,723,202)   (54,038,359)   (662)   (6,476)   (482)   (5,103)
Net increase (decrease) (1,882,541)   $(25,719,096)   (2,644,463)   $(38,186,446)   (415)   $(4,472)   265   $2,734
Class I:                              
Proceeds from sale of shares 14,959,904   $202,194,415   14,704,599   $209,796,429   760   $10,010    
Reinvestment of distributions 9,542   169,659   650,752   10,626,788   96   1,290   152   $1,645
Cost of shares repurchased (21,429,597)   (292,725,839)   (17,123,427)   (250,520,336)       (840)   (8,091)
Net increase (decrease) (6,460,151)   $(90,361,765)   (1,768,076)   $(30,097,119)   856   $11,300   (688)   $(6,446)

 

 

 

69


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

  International Small Cap   Emerging Markets Small Cap
  December 31, 2020   December 31, 2019   December 31, 2020   December 31, 2019
  Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount
Class Z:                              
Proceeds from sale of shares 5,068,141   $71,756,305   3,426,838   $50,299,126   33,815   $416,719   296   $3,000
Reinvestment of distributions 21,843   388,594   440,172   7,192,415   1,031   13,888   1,875   20,215
Cost of shares repurchased (8,263,110)   (122,086,115)   (8,369,040)   (127,801,279) 1 (36,125)   (380,928)   (86,865)   (891,732)
Net increase (decrease) (3,173,126)   $(49,941,216)   (4,502,030)   $(70,309,738)   (1,279)   $49,679   (84,694)   $(868,517)

 

1 Includes redemption in-kind in the amount of $22,929,233.

 

  Global Small Cap
  December 31, 2020   December 31, 2019
  Shares   Amount   Shares   Amount
Class N:              
Proceeds from sale of shares 1,111   $11,570   1,041   $10,000
Reinvestment of distributions     37   400
Net increase 1,111   $11,570   1,078   $10,400
Class I:              
Reinvestment of distributions     37   $396
Class Z:              
Proceeds from sale of shares 2,276   $19,500   84,055   $809,220
Reinvestment of distributions     2,245   24,397
Cost of shares repurchased (8,691)   (70,202)   (80,326)   (773,537)
Net increase (decrease) (6,415)   $(50,702)   5,974   $60,080

 

At December 31, 2020, certain shareholders of record individually or collectively held greater than 10% of the net assets of the Funds as follows: Small Cap - one owns 10%; Mid Cap - one owns 22%; Emerging Markets Small Cap - three own 76%; Global Small Cap - three own 75%. Transactions by these shareholders may have a material impact on the Funds.

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

 

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

At December 31, 2020, the market value of Repurchase Agreements outstanding for Small Cap, Mid Cap, International Small Cap, Emerging Markets Small Cap and Global Small Cap were $22,705,986, $11,419,353, $32,882,584, $135,724 and $21,863, 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.



 

 

 

70


 

   
   
  Notes to Financial Statements (continued)

 

 

 

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 Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by TimesSquare Capital Management, LLC (“TimesSquare”) who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in TimesSquare.

 

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the fiscal year ended December 31, 2020, the Funds’ investment management fees were paid at the following annual rates of each Fund’s respective average daily net assets:

 

Small Cap     0.79 %  
Mid Cap     0.79 %  
International Small Cap     0.75 %  
Emerging Markets Small Cap     0.95 %  
Global Small Cap     0.70 %  

 

The Investment Manager has contractually agreed, through at least May 1, 2021, 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 Small Cap, Mid Cap, International Small Cap, Emerging Markets Small Cap and Global Small Cap to the annual rate of 0.99%, 1.13%, 1.05%, 1.25% and 1.00%, 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.

 

At December 31, 2020, the Funds’ expiration of reimbursements subject to recoupment is as follows:

 

Expiration
Period
Small Cap   Emerging Markets
Small Cap
  Global
Small Cap
Less than 1 year   $140,393   $148,223
1-2 years   150,992   118,313
2-3 years $46,456   111,885   99,133
Total $46,456   $403,270   $365,669

 

The Trust, on behalf of the Funds, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund. 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 Emerging Markets Small Cap and Global Small Cap, 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, Emerging Markets Small Cap and Global Small Cap may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of Emerging Markets Small Cap and Global Small Cap’s Class N shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorized payments to the Distributor up to 0.25% annually of Emerging Markets Small Cap and Global Small Cap’s average daily net assets attributable to the Class N shares.

 

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 below.



 

 

71


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

The impact on the annualized expense ratios for the fiscal year ended December 31, 2020, were as follows:

 

Fund   Maximum Annual
Amount
Approved
  Actual
Amount
Incurred
Small Cap                
Class N     0.20 %     0.20 %
Class I     0.10 %     0.07 %
Mid Cap                
Class N     0.20 %     0.20 %
Class I*     0.05 %     0.07 %
International Small Cap                
Class N     0.25 %     0.25 %
Class I     0.10 %     0.10 %
Emerging Markets Small Cap                
Class N     0.15 %     0.15 %
Class I     0.15 %     —    
Global Small Cap                
Class N     0.15 %     —    
Class I     0.15 %     —    

 

* Prior to May 1, 2020, the maximum annual amount approved was 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. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

 

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds Family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and miscellaneous expense, respectively. At December 31, 2020, the Funds had no interfund loans outstanding.

 

The following Funds utilized the interfund loan program during the fiscal year ended December 31, 2020 as follows:

 

Fund Average
Lent
Number
of Days
Interest Earned Average
Interest Rate
Small Cap $3,275,164 1 $87 0.970%    
Mid Cap 2,059,995 4 320 1.419%    
Fund Average
Lent
Number
of Days
Interest
Earned
Average
Interest Rate
International Small Cap 5,820,000 2 $768 2.408%    

 

Fund Average
Borrowed
Number
of Days
Interest
Paid
Average
Interest Rate
Small Cap $1,576,496 2 $131 1.520%    
International Small Cap 2,832,448 4 408 1.314%    
Emerging Markets Small Cap 164,158 5 56 2.478%    

 

For the fiscal year ended December 31, 2020, Small Cap executed security transactions with other funds affiliated with TimesSquare. Each of the transactions were executed at the closing price of the security transacted and with no commissions under Rule 17a-7 procedures approved by the Board. The amount sold during the fiscal year ended December 31, 2020, is reflected in the following chart:

 

  Number of
Transactions
Total
Quantity
Cost/Proceeds
Sales* 1 820,000 10,832,200

 

* Realized gain was $4,011,711.

 

At December 31, 2020, $1,756,930 of the sale was unsettled and included in Receivable for investments sold on the Statement of Assets and Liabilities.

 

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 December 31, 2020, were as follows:

 

  Long Term Securities  
     
Fund Purchases Sales  
Small Cap $292,449,012 $407,594,099  
Mid Cap 1,316,389,137 1,588,487,138  
International Small Cap 528,985,716 679,934,668  
Emerging Markets Small Cap 7,176,359 7,057,569  
Global Small Cap 780,894 811,814  

 

The Funds had no purchases or sales of U.S. Government Obligations during the fiscal year ended December 31, 2020.

 

4. PORTFOLIO SECURITIES LOANED

 

The Funds participate in the 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 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



 

 

72


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in 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 that 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 December 31, 2020, were as follows:

 

Fund Securities
Loaned
Cash
Collateral
Received
Securities
Collateral
Received
Total
Collateral
Received
Small Cap $62,717,606 $22,705,986 $41,942,866 $64,648,852
Mid Cap 88,886,890 11,419,353 78,282,747 89,702,100
International Small Cap 46,177,802 32,882,584 15,724,073 48,606,657
Emerging Markets Small Cap 180,957 135,724 50,819 186,543
Global Small Cap 98,427 21,863 79,546 101,409

 

The following table summarizes the securities received as collateral for securities lending at December 31, 2020:

 

Fund Collateral
Type
Coupon
Range
Maturity
Date Range
Small Cap U.S. Treasury Obligations 0.000%-8.125% 01/15/21-11/15/50
Mid Cap U.S. Treasury Obligations 0.000%-8.125% 01/15/21-08/15/50
Fund Collateral
Type
Coupon
Range
Maturity
Date Range
International Small Cap U.S. Treasury Obligations 0.000%-4.750% 01/28/21-05/15/49
Emerging Markets Small Cap U.S. Treasury Obligations 0.125%-3.625% 02/15/21-08/15/47
Global Small Cap U.S. Treasury Obligations 0.000%-8.125% 01/15/21-08/15/50

 

5. FOREIGN SECURITIES

 

Certain Funds invest in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity. A Fund’s investments in emerging market countries are exposed to additional risks. A Fund’s performance will be influenced by political, social and economic factors affecting companies in emerging market countries. Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. Realized gains in certain countries may be subject to foreign taxes at the Fund level and 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. 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.

 

 

 

73


 

 

   
   
  Notes to Financial Statements (continued)

 

 

 

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of December 31, 2020:

 

        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
Small Cap                                        
Amherst Pierpont Securities LLC     $1,326,599       —         $1,326,599       $1,326,599       —    
Cantor Fitzgerald Securities, Inc.     3,936,779       —         3,936,779       3,936,779       —    
CF Securities LLC     1,347,380       —         1,347,380       1,347,380       —    
Citadel Securities LLC     2,975,438       —         2,975,438       2,975,438       —    
JVB Financial Group LLC     1,539,277       —         1,539,277       1,539,277       —    
Mirae Asset Securities USA, Inc.     1,758,801       —         1,758,801       1,758,801       —    
Palafox Trading LLC     1,668,382       —         1,668,382       1,668,382       —    
RBC Dominion Securities, Inc.     4,245,961       —         4,245,961       4,245,961       —    
State of Wisconsin Investment Board     3,907,369       —         3,907,369       3,907,369       —    
Total     $22,705,986       —       $22,705,986     $22,705,986       —    
Mid Cap                                        
Cantor Fitzgerald Securities, Inc.     $2,391,424       —         $2,391,424       $2,391,424       —    
Citadel Securities LLC     2,359,879       —         2,359,879       2,359,879       —    
Citigroup Global Markets, Inc.     1,847,172       —         1,847,172       1,847,172       —    
JVB Financial Group LLC     1,040,376       —         1,040,376       1,040,376       —    
Mirae Asset Securities USA, Inc.     1,068,396       —         1,068,396       1,068,396       —    
RBC Dominion Securities, Inc.     2,712,106       —         2,712,106       2,712,106       —    
Total     $11,419,353       —         $11,419,353       $11,419,353       —    
International Small Cap                                        
Amherst Pierpont Securities LLC     $1,921,167       —         $1,921,167       $1,921,167       —    
Bethesda Securities LLC     1,207,590       —         1,207,590       1,207,590       —    
Cantor Fitzgerald Securities, Inc.     5,701,205       —         5,701,205       5,701,205       —    
CF Securities LLC     1,951,263       —         1,951,263       1,951,263       —    
Citadel Securities LLC     3,883,126       —         3,883,126       3,883,126       —    
Citigroup Global Markets, Inc.     5,606,036       —         5,606,036       5,606,036       —    
JVB Financial Group LLC     2,229,164       —         2,229,164       2,229,164       —    
Mirae Asset Securities USA, Inc.     2,547,077       —         2,547,077       2,547,077       —    
Palafox Trading LLC     2,177,340       —         2,177,340       2,177,340       —    
State of Wisconsin Investment Board     5,658,616       —         5,658,616       5,658,616       —    
Total     $32,882,584       —         $32,882,584       $32,882,584       —    

 

 

 

74


 

 

   
   
  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
Emerging Markets Small Cap                                        
Citibank N.A.     $135,724       —         $135,724       $135,724       —    
Global Small Cap                                        
Bank of America Securities, Inc.     $21,863       —         $21,863       $21,863       —    

 

8. SUBSEQUENT EVENTS

 

The Funds have determined that no material events or transactions occurred through the issuance date of the Funds’ financial statements which require an additional disclosure in or adjustment of the Funds’ financial statements except for on February 1, 2021, it was announced that Aspirational Consumer Lifestyle Corp

(“Aspirational”) would be acquiring Wheels Up, a private company in which Small Cap holds preferred shares. The merger will make Wheels Up a publicly traded company and is expected to be completed on or around June 30, 2021, subject to approval by Aspirational’s and Wheels Up’s respective shareholders, and other customary closing conditions, including any applicable regulatory approvals.



 

 

75


 

 

   
   
  Report of Independent Registered Public Accounting Firm

 

 

 

TO THE BOARD OF TRUSTEES OF AMG FUNDS AND SHAREHOLDERS OF AMG TIMESSQUARE SMALL CAP GROWTH FUND, AMG TIMESSQUARE MID CAP GROWTH FUND, AMG TIMESSQUARE INTERNATIONAL SMALL CAP FUND, AMG TIMESSQUARE EMERGING MARKETS SMALL CAP FUND AND AMG TIMESSQUARE GLOBAL SMALL CAP FUND

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of AMG TimesSquare Small Cap Growth Fund, AMG TimesSquare Mid Cap Growth Fund, AMG TimesSquare International Small Cap Fund, AMG TimesSquare Emerging Markets Small Cap Fund and AMG TimesSquare Global Small Cap Fund (five of the funds constituting AMG Funds, referred to hereafter as the “Funds”) as of December 31, 2020, the related statements of operations for the year ended December 31, 2020, the statements of changes in net assets for each of the two years in the period ended December 31, 2020, including the related notes, and the financial highlights for each of 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 the Funds as of December 31, 2020, 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 December 31, 2020, 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 Opinion

 

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 audits 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 December 31, 2020 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.

 

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 23, 2021

 

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



 

 

76


 

 

   
   
  Other Information (unaudited)

 

 

 

 

TAX INFORMATION

 

AMG TimesSquare Small Cap Growth Fund, AMG TimesSquare Mid Cap Growth Fund, AMG TimesSquare International Small Cap Fund, AMG TimesSquare Emerging Markets Small Cap Fund and AMG TimesSquare Global Small Cap 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 2020 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, each Fund hereby makes the following designations regarding its taxable period ended December 31, 2020:

 

AMG TimesSquare International Small Cap Fund

 

The total amount of taxes paid and income sourced from foreign countries was $1,122,375 and $13,330,609, respectively.

 

AMG TimesSquare Emerging Markets Small Cap Fund

 

The total amount of taxes paid and income sourced from foreign countries was $3,792 and $170,993, respectively.

 

Pursuant to section 852 of the Internal Revenue Code, AMG TimesSquare Small Cap Growth Fund, AMG TimesSquare Mid Cap Growth Fund, AMG TimesSquare International Small Cap Fund, AMG TimesSquare Emerging Markets Small Cap Fund and AMG TimesSquare Global Small Cap Fund each hereby designates as a capital gain distribution with respect to the taxable period ended December 31, 2020, $67,616,835, $354,000,243, $0, $0 and $0, respectively, or, if subsequently determined to be different, the net capital gains of such period.

 

 

 

77


 

 

   
  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: One Stamford Plaza, 263 Tresser Blvd, Suite 949, Stamford, Connecticut 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 Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold 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

●     Oversees 46 Funds in Fund Complex

Bruce B. Bingham, 72

Partner, Hamilton Partners (real estate development firm) (1987-2020); Director of The Yacktman Funds (2 portfolios) (2000-2012).

●     Trustee since 2013

●     Oversees 49 Funds in Fund Complex

 

Kurt A. Keilhacker, 57

Managing Partner, TechFund Capital (1997-Present); Managing Partner, TechFund Europe (2000-Present); Managing Partner, Elementum Ventures (2013-Present); Director, MetricStory, Inc. (2017-Present); Trustee, Wheaton College (2018-Present); Trustee, Gordon College (2001-2016); Trustee, Board Member, 6wind SA, (2002-2019).

●     Trustee since 2000

●     Oversees 46 Funds in Fund Complex

 

Steven J. Paggioli, 70

Independent Consultant (2002-Present); Trustee, Professionally Managed Portfolios (28 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; 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).

●     Trustee since 2013

●     Oversees 46 Funds in Fund Complex

 

Richard F. Powers III, 75

Adjunct Professor, U.S. Naval War College (2016-Present); Adjunct Professor, Boston College (2011-2015); Director, Ameriprise Financial Inc. (2005-2009); President and CEO of Van Kampen Investments Inc. (1998-2003); President, Morgan Stanley Client Group (2000-2002); Executive Vice President and Chief Marketing Officer of the Morgan Stanley Individual Investor Group (1984-1998).

●     Independent Chairman

●     Trustee since 2000

●     Oversees 49 Funds in Fund Complex

 

Eric Rakowski, 62

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; Director of Harding, Loevner Funds, Inc. (9 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

●     Trustee since 2013

●     Oversees 49 Funds in Fund Complex

 

Victoria L. Sassine, 55

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); Teaching Fellow, Goldman Sachs 10,000 Small Business Initiative (2010-Present); Chairperson of the Board of Directors of Business Management Associates (2018 to 2019).

●     Trustee since 2004

●     Oversees 46 Funds in Fund Complex

 

Thomas R. Schneeweis, 73

Professor Emeritus, University of Massachusetts (2013-Present); President, TRS Associates (1982-Present); Board Member, Chartered Alternative Investment Association (“CAIA”) (2002-Present); Director, CAIA Foundation (2010-2019); Director, Institute for Global Asset and Risk Management (Education) (2010-Present); Co-Owner, Quantitative Investment Technologies (2014-Present); Co-Owner, Yes Wealth Management (2018-Present); Director of Research, Yes Wealth Management (2018-Present); Partner, S Capital Wealth Advisors (2015-2018); Partner, S Capital Management, LLC (2007-2015); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-2013); Finance Professor, University of Massachusetts (1977-2013).

 

 

 

78


 

 

   
  AMG Funds
  Trustees and Officers (continued)

 

 

 

Interested Trustees

 

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG.

 

Number of Funds Overseen in  
Fund Complex Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

●       Trustee since 2011

●       Oversees 46 Funds in Fund Complex

 

Christine C. Carsman, 68

Senior Policy Advisor, Affiliated Managers Group, Inc. (2019-Present); Chair of the Board of Directors, AMG Funds plc (2015-2018); Director, AMG Funds plc (2010-2018); Executive Vice President, Deputy General Counsel and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2017-2018); Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-2016); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004); Director of Harding, Loevner Funds, Inc. (9 portfolios) (2017-Present); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2004-2011). 

 

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

Keitha L. Kinne, 62

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, 55

Senior Vice President and Senior Counsel, AMG Funds LLC (2015-Present); 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, 54

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, 50

Director, Mutual Fund Accounting, AMG Funds LLC (2017-Present); 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 since 2019

Patrick J. Spellman, 46

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

●  Assistant Secretary since 2016

Maureen A. Meredith, 35

Vice President, Counsel, AMG Funds LLC (2019-Present); 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).

●  Anti-Money Laundering Compliance Officer since 2019

Hector D. Roman, 43

Director, Legal and Compliance, AMG Funds LLC (2020-Present); Manager, Legal and Compliance, AMG Funds LLC (2017-2019); Director of Compliance, Morgan Stanley Investment Management (2015-2017); Senior Advisory, PricewaterhouseCoopers LLP (2014-2015); Risk Manager, Barclays Investment Bank (2008-2014); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2019-Present).

 

 

 

79


 

 

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INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC
One Stamford Plaza
263 Tresser Blvd, Suite 949
Stamford, CT 06901
800.548.4539

 

DISTRIBUTOR

AMG Distributors, Inc.
One Stamford Plaza
263 Tresser Blvd, Suite 949
Stamford, CT 06901
800.548.4539

 

SUBADVISER

TimesSquare Capital Management, LLC
7 Times Square
42nd Floor
New York, NY 10036

 

CUSTODIAN 

The Bank of New York Mellon
111 Sanders Creek Parkway
East Syracuse, NY 13057

LEGAL COUNSEL

Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.
Attn: AMG Funds
4400 Computer Drive
Westborough, MA 01581
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 amgfunds.com.

 

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding the Funds’ 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 amgfunds.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 amgfunds.com.

 

 

 

amgfunds.com

 


 

 

 

 

 

 

  AFFILIATE SUBADVISED FUNDS     AMG TimesSquare Emerging Markets Small Cap     AMG Managers Emerging Opportunities  
        AMG TimesSquare Global Small Cap     WEDGE Capital Management L.L.P.  
  BALANCED FUNDS     AMG TimesSquare International Small Cap     Next Century Growth Investors LLC  
  AMG GW&K Global Allocation     AMG TimesSquare Mid Cap Growth     RBC Global Asset Management (U.S.) Inc.  
  GW&K Investment Management, LLC     AMG TimesSquare Small Cap Growth     AMG Managers Fairpointe Mid Cap  
        TimesSquare Capital Management, LLC     Fairpointe Capital LLC  
  AMG FQ Global Risk-Balanced              
  First Quadrant, L.P.     AMG Yacktman     AMG Managers LMCG Small Cap Growth  
        AMG Yacktman Focused     LMCG Investments, LLC  
  EQUITY FUNDS     AMG Yacktman Focused Fund - Security Selection        
  AMG FQ Tax-Managed U.S. Equity     Only     AMG Managers Montag & Caldwell Growth  
  AMG FQ Long-Short Equity     AMG Yacktman Special Opportunities     Montag & Caldwell, LLC  
  First Quadrant, L.P.     Yacktman Asset Management LP     AMG Managers Pictet International  
  AMG Frontier Small Cap Growth           Pictet Asset Management Limited  
  Frontier Capital Management Co., LLC     FIXED INCOME FUNDS        
        AMG GW&K Core Bond ESG     AMG Managers Silvercrest Small Cap  
  AMG GW&K Small Cap Core     AMG GW&K Enhanced Core Bond ESG     Silvercrest Asset Management Group LLC  
  AMG GW&K Small Cap Value     AMG GW&K High Income     AMG Managers Special Equity  
  AMG GW&K Small/Mid Cap     AMG GW&K Municipal Bond     Ranger Investment Management, L.P.  
  AMG GW&K Mid Cap     AMG GW&K Municipal Enhanced Yield     Lord, Abbett & Co. LLC  
  AMG GW&K Emerging Markets Equity     GW&K Investment Management, LLC     Smith Asset Management Group, L.P.  
  AMG GW&K Emerging Wealth Equity           Federated MDTA LLC  
  AMG GW&K International Small Cap     OPEN-ARCHITECTURE FUNDS        
  GW&K Investment Management, LLC           FIXED INCOME FUNDS  
        EQUITY FUNDS     AMG Managers DoubleLine Core Plus Bond  
  AMG Renaissance Large Cap Growth     AMG Managers Brandywine     DoubleLine Capital LP  
  The Renaissance Group LLC     AMG Managers Brandywine Blue     AMG Managers Loomis Sayles Bond  
        Friess Associates, LLC     Loomis, Sayles & Company, L.P.  
  AMG River Road Dividend All Cap Value              
  AMG River Road Focused Absolute Value     AMG Managers CenterSquare Real Estate        
  AMG River Road Long-Short     CenterSquare Investment Management LLC        
  AMG River Road Small-Mid Cap Value              
  AMG River Road Small Cap Value              
  River Road Asset Management, LLC              
                 
                 
                 
                 
                 
                 
                 
                 

 

 

 

amgfunds.com 123120 AR012

 


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 an 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 by the Funds’ independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), to the Funds for the Funds’ two most recent fiscal years for professional services rendered for audits of annual financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements (“Audit Fees”) were as follows:

 

Fund - AMG Funds

   Fiscal 2020      Fiscal 2019  

AMG GW&K Municipal Enhanced Yield Fund

   $ 35,073      $ 32,108  

AMG GW&K Small Cap Core Fund

   $ 28,423      $ 25,418  

AMG GW&K Municipal Bond Fund

   $ 43,516      $ 38,047  

AMG GW&K Small/Mid Cap Fund

   $ 28,244      $ 26,518  

AMG GW&K Small Cap Value Fund

   $ 29,649      $ 26,578  

AMG TimesSquare Mid Cap Growth Fund

   $ 38,540      $ 33,621  

AMG TimesSquare Small Cap Growth Fund

   $ 34,892      $ 31,379  

AMG Times Square International Small Cap Fund

   $ 37,176      $ 48,670  

AMG TimesSquare Emerging Markets Small Cap Fund

   $ 35,239      $ 45,655  

AMG TimesSquare Global Small Cap Fund

   $ 25,510      $ 20,685  

AMG Renaissance Large Cap Growth Fund

   $ 24,481      $ 22,499  

AMG Yacktman Focused Fund

   $ 53,766      $ 43,193  

AMG Yacktman Fund

   $ 75,453      $ 61,997  

AMG Yacktman Special Opportunities Fund

   $ 31,878      $ 26,946  

AMG Yacktman Focused Fund-Security Selection Only

   $ 21,744      $ 24,879  

 

(b)

Audit-Related Fees

There were no fees billed by PwC to the Funds in its 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 Fund’s 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 Subadvisor 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 Fund and is controlling, controlled by or under common control with a Fund investment adviser described in (a).

 

(c)

Tax Fees

The aggregate fees billed by PwC to the Funds for the two most recent fiscal years for professional services rendered for tax compliance, tax advice, and tax planning (“Tax Fees”) were as follows:

 

Fund - AMG Funds

   Fiscal 2020      Fiscal 2019  

AMG GW&K Municipal Enhanced Yield Fund

   $ 6,250      $ 6,250  

AMG GW&K Small Cap Core Fund

   $ 6,250      $ 6,250  

AMG GW&K Municipal Bond Fund

   $ 6,250      $ 6,250  

AMG GW&K Small/Mid Cap Fund

   $ 6,250      $ 6,250  

AMG GW&K Small Cap Value Fund

   $ 6,250      $ 6,250  

AMG TimesSquare Mid Cap Growth Fund

   $ 6,250      $ 6,250  

AMG TimesSquare Small Cap Growth Fund

   $ 6,250      $ 6,250  

AMG Times Square International Small Cap Fund

   $ 7,450      $ 7,450  

AMG TimesSquare Emerging Markets Small Cap Fund

   $ 7,450      $ 7,450  

AMG TimesSquare Global Small Cap Fund

   $ 7,450      $ 7,450  

AMG Renaissance Large Cap Growth Fund

   $ 6,250      $ 6,250  

AMG Yacktman Focused Fund

   $ 6,250      $ 6,250  

AMG Yacktman Fund

   $ 6,250      $ 6,250  

AMG Yacktman Special Opportunities Fund

   $ 6,250      $ 6,250  

AMG Yacktman Focused Fund-Security Selection Only

   $ 6,250      $ 6,250  

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 2020 and $0 for fiscal 2019, respectively.

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 2020 and 2019 for non-audit services rendered to the Funds and Fund Service Providers were $146,850 and $146,850, respectively. For the fiscal year ended December 31, 2020, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $49,500 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 December 31, 2019, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), with $49,500 in additional 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.

Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.


Item 6. SCHEDULE OF INVESTMENTS

The 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 COMPANIES AND AFFILIATED PURCHASERS

Not applicable.

Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 11. CONTROLS AND PROCEDURES

(a) The Registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing of this report, that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes in the Registrant’s internal control over financial reporting during the 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.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

AMG FUNDS
By:  

/s/ Keitha L. Kinne

  Keitha L. Kinne, Principal Executive Officer
Date:   March 4, 2021

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:   March 4, 2021
By:  

/s/ Thomas Disbrow

  Thomas Disbrow, Principal Financial Officer
Date:   March 4, 2021