N-CSR 1 d398011dncsr.htm AMG FUNDS I AMG Funds I
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06520

 

 

AMG Funds I

(Exact name of registrant as specified in charter)

 

 

680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901

(Address of principal executive offices) (Zip code)

 

 

AMG Funds LLC

680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901

(Name and address of agent for service)

 

 

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

Date of fiscal year end: OCTOBER 31

Date of reporting period: NOVEMBER 1, 2021 – OCTOBER 31, 2022

(Annual Shareholder Report)

 

 

 


Table of Contents
Item 1.

Reports to Shareholders


Table of Contents
LOGO    ANNUAL REPORT

 

 

 

 

    

AMG Funds

 

October 31, 2022

 
    

 

LOGO

 
     AMG GW&K Core Bond ESG Fund
 
     Class N: MBGVX    |    Class I: MBDFX    |    Class Z: MBDLX
 
     AMG GW&K Emerging Markets Equity Fund
 
     Class N: TLEVX     |    Class I: TLESX       |    Class Z: TLEIX
 
     AMG GW&K Emerging Wealth Equity Fund
 
     Class N: TYWVX    |    Class I: TYWSX     |    Class Z: TYWIX
 
     AMG GW&K Small/Mid Cap Growth Fund
 
     Class N: ACWDX   |    Class I: ACWIX      |    Class Z: ACWZX
 
    
 
    

 

 

 

 

 

amgfunds.com           103122            AR069


Table of Contents


Table of Contents
    

    

AMG Funds

Annual Report — October 31, 2022

 

 

 

    

         
       TABLE OF CONTENTS    PAGE  
   

 

 
   

LETTER TO SHAREHOLDERS

     2  
 
   

ABOUT YOUR FUND’S EXPENSES

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

AMG GW&K Core Bond ESG Fund

     4  
 
   

AMG GW&K Emerging Markets Equity Fund

     12  
 
   

AMG GW&K Emerging Wealth Equity Fund

     19  
 
   

AMG GW&K Small/Mid Cap Growth Fund

     26  
 
    FINANCIAL STATEMENTS   
 
   

Statement of Assets and Liabilities

     32  
 
   

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

  
 
   

Statement of Operations

     34  
 
   

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

  
 
   

Statements of Changes in Net Assets

     35  
 
   

Detail of changes in assets for the past two fiscal years

  
 
   

Financial Highlights

     37  
 
   

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

  
 
   

Notes to Financial Statements

     49  
 
   

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

  
 
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      58  
 
    OTHER INFORMATION      59  
 
    TRUSTEES AND OFFICERS      60  
 
    ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS      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.

 

 

 


Table of Contents
LOGO   Letter to Shareholders

 

Dear Shareholder:

The fiscal year ended October 31, 2022, was a volatile period for risk assets, as uncertainties mounted about high inflation, tighter financial conditions, and the Russian invasion of Ukraine. Global equity and bond markets fell in tandem amid sharply higher interest rates and eroding investor confidence as worries of an impending recession loomed over markets. A global commodity shock caused by the war in Ukraine only made matters worse. The S&P 500® Index slipped into a bear market with the Index falling more than (24)% from its peak earlier in the year. The abrupt shift in markets this year has reset expectations around future growth, as stubbornly high inflation has necessitated that the U.S. Federal Reserve (the Fed) and other global central banks take more aggressive policy action in an effort to bring down inflation. While the outlook is uncertain given the recent negative returns across many asset classes, one silver lining is that global stock and bond valuations are now more attractive than they were at the start of the year.

There was very wide dispersion in sector performance. Energy significantly outperformed all other sectors with a gain of 64.97% as the price of oil surged during the period. Defensive-oriented sectors also outperformed with a 4.86% return from consumer staples and 2.85% gain in utilities. High growth technology and mega cap internet-related companies underperformed during the period, and real estate was impacted by higher interest rates. Communications services fell the most with a (40.67)% return during the fiscal year, followed by declines of (28.53)% for consumer discretionary, (20.64)% for real estate, and (20.23)% for information technology. Value stocks held up much better than growth stocks as the Russell 1000® Value Index returned (7.00)% compared to the (24.60)% return for the Russell 1000® Growth Index. Small cap stocks struggled as the Russell 2000® Index lost (18.54)%. Outside the U.S., foreign developed markets lagged their U.S. counterparts as the U.S. dollar surged and the MSCI EAFE Index fell (23.00)%. Emerging Markets underperformed with a (31.03)% return for the MSCI Emerging Markets Index.

The 10-year Treasury yield more than doubled during the period, surging to the highest levels since before the Great Financial Crisis. Rapidly rising rates from a very low base led to historically bad performance for bonds as the Bloomberg U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, lost (15.68)% over the period. Investment-grade corporate bonds underperformed as the Bloomberg U.S. Corporate Bond Index returned (19.57)% for the year. High yield bonds held up better with a (11.76)% return as measured by the return of the Bloomberg U.S. Corporate High Yield Bond Index. Municipal bonds suffered steep losses but outperformed the broader market with a (11.98)% return for the Bloomberg Municipal Bond Index. Non-U.S. bonds delivered weak performance and were also impacted by the stronger dollar as the Bloomberg Global Aggregate ex U.S. fell (24.60)%.

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,

 

LOGO

Keitha Kinne

President

AMG Funds

 

        Periods ended  
Average Annual Total Returns   October 31, 2022*  
Stocks:        1 Year     3 Years     5 Years  

Large Cap

  (S&P 500® Index)     (14.61 )%      10.22     10.44

Small Cap

  (Russell 2000® Index)     (18.54 )%      7.05     5.56

International

  (MSCI ACWI ex USA)     (24.73 )%      (1.68 )%      (0.60 )% 

Bonds:

                           

Investment Grade

  (Bloomberg U.S. Aggregate Bond Index)     (15.68 )%      (3.77 )%      (0.54 )% 

High Yield

  (Bloomberg U.S. Corporate High Yield Bond Index)     (11.76 )%      0.31     2.01

Tax-exempt

  (Bloomberg Municipal Bond Index)     (11.98 )%      (2.18 )%      0.37

Treasury Bills

  (ICE BofAML U.S. 6-Month Treasury Bill Index)     0.55     0.65     1.27

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

 

 

 

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About Your Fund’s Expenses

 

   

    

 

     

 

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

 

ACTUAL EXPENSES

 

The first 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 the 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

  October 31, 2022

  

Expense

Ratio for

the Period

 

Beginning

Account

Value

05/01/22

  

Ending

Account

Value

10/31/22

   

Expenses

Paid

During

the Period*

AMG GW&K Core Bond ESG Fund

Based on Actual Fund Return

Class N

   0.88%   $1,000      $922      $4.26

Class I

   0.54%   $1,000      $923     $2.62

Class Z

   0.48%   $1,000      $924     $2.33

Based on Hypothetical 5% Annual Return

Class N

   0.88%   $1,000        $1,021     $4.48

Class I

   0.54%   $1,000      $1,022     $2.75

Class Z

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

AMG GW&K Emerging Markets Equity Fund**

Based on Actual Fund Return

Class N

   1.32%   $1,000      $830     $6.09

Class I

   1.03%   $1,000      $832     $4.76

Class Z

   0.92%   $1,000      $831     $4.25

Based on Hypothetical 5% Annual Return

Class N

   1.32%   $1,000        $1,019     $6.72

Class I

   1.03%   $1,000      $1,020     $5.24

Class Z

   0.92%   $1,000      $1,021     $4.69

AMG GW&K Emerging Wealth Equity Fund

Based on Actual Fund Return

Class N

   1.42%   $1,000      $838     $6.58

Class I

   1.12%   $1,000      $839     $5.19

Class Z

   1.02%   $1,000      $838     $4.73

Based on Hypothetical 5% Annual Return

Class N

   1.42%   $1,000        $1,018     $7.22

Class I

   1.12%   $1,000      $1,020     $5.70

Class Z

   1.02%   $1,000      $1,020     $5.19

  Six Months Ended

  October 31, 2022

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/22
   Ending
Account
Value
10/31/22
    Expenses
Paid
During
the Period*

AMG GW&K Small/Mid Cap Growth Fund

Based on Actual Fund Return

Class N

   1.02%   $1,000      $968      $5.06

Class I

   0.87%   $1,000      $968     $4.32

Class Z

   0.82%   $1,000      $968     $4.07

Based on Hypothetical 5% Annual Return

Class N

   1.02%   $1,000      $1,020     $5.19

Class I

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

Class Z

   0.82%   $1,000        $1,021     $4.18

 

  *

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 365.

 

  **

Includes interest expense related to participation in the interfund lending program. If excluded, your annualized expense ratios would be 1.27%, 0.98% and 0.87% for Class N, Class I and Class Z, respectively, and your actual and hypothetical expenses paid during the period would be $5.86, $4.53 and $4.02, and $6.46, $4.99 and $4.43 for Class N, Class I and Class Z, respectively.

 

 

 

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AMG GW&K Core Bond ESG Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

THE YEAR IN REVIEW

 

For the 12 months ended October 31, 2022, AMG GW&K Core Bond ESG Fund’s (the “Fund”) Class I shares returned (16.99)%, compared to the return of (15.68)% for the Bloomberg U.S. Aggregate Bond Index (the “Index”).

 

MARKET OVERVIEW

 

Fixed income markets were effectively flat in late 2021, despite major narrative shifts with respect to inflation, monetary policy, and COVID-19. Signs of easing supply-chain pressures and continued labor market normalization were not enough to quell concerns about rising inflation, which printed at its highest level in almost 40 years. The U.S. Federal Reserve (the “Fed”) executed a “hawkish pivot” in acknowledging more persistent inflationary forces and signaled its intention to respond accordingly. The extremely contagious Omicron variant rapidly established itself as the dominant strain around the globe, forcing a reappraisal of reopening timelines and reviving the specter of lockdowns and healthcare rationing. Ironically, the combined effect of these various forces essentially netted to zero; solid economic data and a broadly constructive outlook from the Fed were met with the prospect of tightening financial conditions and growth fears posed by Omicron. But trading overall was orderly, and after the prior two years investors seemed well practiced at looking past near-term volatility toward the next stage of a return to normalcy.

 

For the first quarter of 2022, fixed income markets experienced their worst period in more than four decades amid an extraordinary confluence of economic and geopolitical shocks. Core inflation jumped to 5.4%, its highest level since 1983, on a broad-based rise in consumer prices. The Fed responded in kind, intensifying its hawkish rhetoric and laying out an aggressive course of hikes to bring inflation back to target. In addition to exacting a tragic human toll, Russia’s invasion of Ukraine exacerbated already strained supply chains and commodity markets, threatening acute and prolonged shortages of materials vital to the basic functioning of the global economy. But for all this uncertainty and turmoil, there was a notable divergence between the performance of rates and credit; the former extended a historically severe downdraft, while the latter continued to enjoy a remarkably benign trading environment. How this disconnect was to be resolved was the central question before investors, though policy uncertainty and heightened tensions were deemed unlikely to subside anytime soon.

      

In the second quarter of 2022, fixed income markets experienced another extremely volatile period, trading in a wide range and struggling to commit to a consistent narrative. The central question remained how persistent inflation would be and what policy measures would be necessary to quell it. A natural deceleration would allow the Fed to pursue less aggressive policy and possibly achieve a soft landing; more recalcitrant price pressure would require the Fed to mount a harsher response and invite a potential recession. The implications of these two different paths were starkly at odds, leading to a broad lack of conviction with no clear market direction. Similarly puzzling was a consumer with a strong proclivity to spend but a deeply pessimistic outlook and a corporate sector earning solid profits but starting to announce layoffs. Additionally, China offered a potential bright spot as it emerged from recent shutdowns, but the Ukraine conflict lingered as a major threat to global energy and commodity markets. An imminent resolution to any of these tensions seemed unlikely, so disciplined risk management and careful analysis of relative value were of particular importance for the months ahead.

 

Fixed income markets were under extraordinary pressure in the third quarter of 2022, as investors continued to adapt to restrictive monetary policy after more than a decade of accommodation. Stubbornly rising prices, hawkish central banks, and various geopolitical forces combined to tighten financial conditions and raise the cost of borrowing around the world. Defying expectations that it had peaked, inflation remained elevated and manifested across a broader and more entrenched collection of goods and services. The Federal also confounded expectations by projecting a more cautious outlook and a more aggressive path of hikes than most economists had anticipated. International pressures escalated as well, as currency market dislocations, political leadership changes in Europe and Asia, and multiple energy crises collectively drove a heightened sense of uncertainty. The variety and momentum of these forces suggested no near-term end to volatility, especially against a backdrop of increasingly expensive capital.

 

Fixed income markets were once again under pressure to end the fiscal year in October. Inflation continued to rise as the Fed reiterated its commitment to subduing it. The housing sector deteriorated further, and consumer sentiment

      

remained dour, while the labor market showed few signs of weakening. Minutes from the September meeting made clear that the Fed will raise rates aggressively and keep them high until it sees evidence that inflation is coming down. Yields across the curve were higher on the month, briefly touching new cyclical peaks before retreating. The front end sold off in response to increased Fed hawkishness, while long rates reflected rising confidence that the end of the hiking cycle is near.

 

FUND REVIEW

 

The Fund underperformed its benchmark as an above-benchmark allocation to spread sectors was one of the main detractors from returns. Specifically, an overweight to investment grade corporate bonds was the largest negative, but also hurting performance were overweights to both taxable municipals and agency mortgage-backed securities (“MBS”). On the other hand, an out of benchmark allocation to fixed-to-floating preferreds aided returns. The Fund’s notable underweight was to the Treasury sector contributed to relative return. Security selection also lagged, with the largest affect coming from investment grade corporates. Consumer cyclicals was a notable detractor while communications contributed positively. Security selection in MBS was also a negative. The Fund’s duration positioning was its top contributor. Rates rose during the period and the Fund’s shorter duration compared to the benchmark proved favorable. Due to the Fund’s generally neutral yield curve positioning, the affect here was minimal.

 

Environmental, social and governance practices (“ESG”) remained an important area of focus for the corporate bond market in what could be viewed as a transition year in 2022. A growing list of companies have moved beyond publishing sustainability reports to set emissions reduction and net zero targets over the past year. Investors shook off an overall difficult market environment, from geopolitical turmoil to interest rate volatility, to demonstrate continued strong interest in ESG. This was also a landmark year for global sustainability regulation, with regulators across Europe, North America, and Asia introducing new rules and proposals related to reporting for both corporations and investors. In the U.S., the Inflation Reduction Act is poised to provide policy support for many companies of interest to ESG investors. We continue to integrate ESG as a core part of our

 

 

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AMG GW&K Core Bond ESG Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

fundamental investment process, while monitoring regulatory and policy actions that could influence the ESG investing landscape in the coming years.

 

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

 

•  We purchased Merck & Co., a high-quality investment grade sustainable bond

 

•  We bought Sonoco Products Co., a recent green bond new issue

 

•  We added a California State Health Facilities bond

 

OUTLOOK

 

Expectations of a Fed “pivot” have been relegated to the closing months of 2023, suggesting investors have become more comfortable with

      

higher-for-longer monetary policy. Additionally, investors seem to have registered acceptance of the “pain” that Chairman Powell has warned might be necessary to quell inflation. Rate volatility has consequently risen to levels last seen at the outset of the pandemic and, prior to that, the global financial crisis. With such an uncertain fundamental backdrop and a wide dispersion of possible paths for both the level and shape of the yield curve, we have maintained essentially neutral duration and curve positioning.

 

While our outlook for corporate credit is constructive from a bottom-up perspective–given years of prudent balance sheet management and robust profitability–we recognize the rising risks that macroeconomic factors pose to the sector. As such, our exposure is at the lower end of its historical

      

range. Within corporates, we continue to prefer higher quality names with less exposure to cyclical industries. We remain opportunistic with respect to idiosyncratic stories and have been active in credits that we expect to improve their leverage profiles or which have sold off unduly. Our outlook for mortgages has informed a neutral exposure, given potential event risk surrounding quantitative tightening and elevated rate volatility, even as recent underperformance has brought spreads to the wider end of their recent range.

 

The views expressed represent the opinions of GW&K Investment Management, LLC as of October 31, 2022, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

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Table of Contents
   

    

AMG GW&K Core Bond ESG Fund

Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG GW&K Core Bond ESG Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the AMG GW&K Core Bond ESG Fund’s Class I shares on October 31, 2012, to a $10,000 investment made in the Bloomberg U.S. Aggregate Bond Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG GW&K Core Bond ESG Fund and the Bloomberg U.S. Aggregate Bond Index for the same time periods ended October 31, 2022.

 

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

  AMG GW&K Core Bond ESG Fund2, 3, 4, 5, 6, 7, 8, 9

 

Class N

     (17.18 %)      (1.22 %)             (0.27 %)      05/08/15  

Class I

     (16.99 %)      (0.92 %)      0.45%        4.78     04/30/93  

Class Z

     (16.85 %)      (0.82 %)             0.14     05/08/15  

Bloomberg U.S. Aggregate Bond Index10

     (15.68 %)      (0.54 %)      0.74%        4.35      04/30/93  

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at 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 October 31, 2022. All returns are in U.S. Dollars($).

 

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

 

3  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  Active and frequent trading of a fund may result in higher transaction costs and increased tax liability.

 

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

 

8  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.

 

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

 

 

 

 

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AMG GW&K Core Bond ESG Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

Subadviser will reflect the beliefs or values of any particular investor.

 

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

      

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

      

does not guarantee the timeliness, accurateness, or completeness of any data or information relating to such fund.

 

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

 

 

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AMG GW&K Core Bond ESG Fund

Fund Snapshots (unaudited)

October 31, 2022

 

 

 

PORTFOLIO BREAKDOWN

 

    Category   

% of

Net Assets

 

U.S. Government and Agency Obligations

   51.9
 

Corporate Bonds and Notes

   36.0
 

Municipal Bonds

     7.5
 

Foreign Government Obligations

     0.9
 

Short-Term Investments

     2.7
 

Other Assets, Less Liabilities

     1.0

 

    Rating    % of Market Value1
 

U.S. Government and Agency Obligations

   53.8
 

Aaa/AAA

     3.9
 

Aa/AA

     9.4
 

A

   10.4
 

Baa/BBB

   22.5

 

1 

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

TOP TEN HOLDINGS

 

    Security Name   

% of

Net Assets

 

U.S. Treasury Notes, 2.000%, 06/30/24

   4.2
 

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

   3.7
 

FHLMC, 3.500%, 10/01/45

   2.5
 

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

   2.2
 

U.S. Treasury Bonds, 6.250%, 08/15/23

   2.1
 

FNMA, 3.500%, 02/01/47

   2.1
 

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

   2.0
 

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

   2.0
 

FHLMC, 3.000%, 11/01/49

   2.0
 

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

   1.9
    

 

 

Top Ten as a Group

       24.7    
  

 

 

 

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

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

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

 

 

8


Table of Contents
   

AMG GW&K Core Bond ESG Fund

Schedule of Portfolio Investments

October 31, 2022

 

 

 

     

Principal

Amount

     Value  

Corporate Bonds and Notes - 36.0%

 

  

Financials - 12.7%

 

  

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

     $1,650,000        $1,497,600  

American Express Co.

     

(3.550% to 09/15/26 then U.S. Treasury Yield Curve CMT 5 year + 2.854%), 3.550%, 09/15/261,2,3

     973,000        750,426  

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

     1,680,000        1,488,749  

Bank of America Corp.

     

MTN, (4.330% to 03/15/49 then 3 month LIBOR + 1.520%), 4.330%, 03/15/501,3

     1,600,000        1,244,374  

The Bank of New York Mellon Corp.

     

MTN, 2.450%, 08/17/26

     937,000        849,517  

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

     460,000        440,450  

Boston Properties, LP

     

3.400%, 06/21/29

     1,841,000        1,522,076  

Citigroup, Inc.

     

(3.980% to 03/20/29 then 3 month LIBOR + 1.338%), 3.980%, 03/20/301,3

     1,677,000        1,477,577  

Crown Castle, Inc.

     

4.000%, 03/01/27

     1,800,000        1,665,268  

The Goldman Sachs Group, Inc.

     

3.500%, 11/16/26

     2,676,000        2,453,984  

JPMorgan Chase & Co.

     

(1.470% to 09/22/26 then SOFR + 0.765%), 1.470%, 09/22/271,3

     871,000        731,742  

MetLife, Inc.

     

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

     1,409,000        1,238,143  

Morgan Stanley

     

(4.431% to 01/23/29 then 3 month LIBOR + 1.628%), 4.431%, 01/23/301,3

     1,624,000        1,481,905  

Wells Fargo & Co.

     

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

     1,411,000        1,195,980  

Total Financials

        18,037,791  

Industrials - 21.2%

     

Alcoa Nederland Holding, B.V. (Netherlands)

     

4.125%, 03/31/294

     1,275,000        1,079,705  

Anglo American Capital PLC (United Kingdom)
2.875%, 03/17/314

     919,000        706,376  

Ashtead Capital, Inc.
1.500%, 08/12/264

     1,786,000        1,481,645  

AT&T, Inc.
4.300%, 12/15/42

     1,710,000        1,317,214  
     

Principal

Amount

     Value  

Block Financial LLC
3.875%, 08/15/30

     $1,667,000        $1,400,118  

Broadcom Corp./Broadcom Cayman Finance, Ltd.
3.875%, 01/15/27

     1,808,000        1,661,501  

Charter Communications Operating LLC/Charter Communications Operating Capital
2.250%, 01/15/29

     2,000,000        1,578,274  

CommonSpirit Health
3.347%, 10/01/29

     1,737,000        1,457,627  

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

     1,512,000        1,481,158  

Discovery Communications LLC 3.950%, 03/20/28

     1,766,000        1,532,843  

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

     2,207,000        1,274,092  

HCA, Inc.

     

4.125%, 06/15/29

     842,000        742,988  

4.500%, 02/15/27

     874,000        818,257  

Merck & Co., Inc.

     

1.900%, 12/10/28

     1,897,000        1,589,602  

Microsoft Corp.
2.525%, 06/01/50

     2,165,000        1,358,165  

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

     1,623,000        1,407,678  

PulteGroup, Inc.
5.000%, 01/15/27

     761,000        730,861  

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

     1,010,000        741,981  

Sonoco Products Co.
2.850%, 02/01/325

     1,852,000        1,443,393  

Sysco Corp.
2.400%, 02/15/30

     2,284,000        1,847,932  

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

     3,403,000        3,093,150  

Walgreens Boots Alliance, Inc.
4.800%, 11/18/44

     1,593,000        1,249,355  

Total Industrials

        29,993,915  

Utilities - 2.1%

     

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

     978,000        846,476  

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

     2,024,000        1,454,910  

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

     1,000,000        635,228  

Total Utilities

        2,936,614  

Total Corporate Bonds and Notes
(Cost $62,975,896)

        50,968,320  
 

 

 

 

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

9


Table of Contents
   

    

AMG GW&K Core Bond ESG Fund

Schedule of Portfolio Investments (continued)

 

 

 

      Principal
Amount
     Value  

Municipal Bonds - 7.5%

 

  

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

     $775,000        $653,272  

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

     2,410,000        2,885,290  

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

     1,040,000        992,202  

JobsOhio Beverage System
Series B, 4.532%, 01/01/35

     1,705,000        1,571,841  

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

     1,775,000        1,801,304  

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

     2,017,000        1,637,975  

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

     1,310,000        1,169,005  

Total Municipal Bonds

 

  

(Cost $12,564,216)

        10,710,889  
U.S. Government and Agency Obligations - 51.9%

 

  

Fannie Mae - 22.9%

     

FNMA

     

2.000%, 02/01/36 to 10/01/50

     2,017,188        1,682,847  

3.000%, 06/01/38

     1,180,482        1,079,662  

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

     12,394,645        11,286,818  

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

     8,422,706        7,812,991  

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

     8,777,950        8,470,612  

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

     2,085,049        2,068,894  

Total Fannie Mae

        32,401,824  

Freddie Mac - 10.4%

     

FHLMC

     

2.500%, 10/01/34 to 08/01/50

     4,160,413        3,658,775  

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

     4,101,498        3,547,704  

3.500%, 10/01/45

     3,856,151        3,473,611  

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

     1,289,177        1,190,472  

4.500%, 05/01/48

     301,073        291,367  

5.000%, 07/01/44

     1,323,752        1,325,131  

FHLMC Gold Pool

     

3.500%, 07/01/32 to 05/01/44

     1,316,512        1,230,880  

Total Freddie Mac

       

 

14,717,940

 

 

 

      Principal
Amount
     Value  

U.S. Treasury Obligations - 18.6%

 

  

U.S. Treasury Bonds

     

1.875%, 02/15/51

     $3,958,000        $2,423,193  

2.250%, 05/15/41

     7,180,000        5,177,173  

3.125%, 05/15/48

     1,998,000        1,620,799  

3.500%, 02/15/39

     3,044,000        2,763,619  

5.000%, 05/15/37

     978,000        1,062,620  

6.250%, 08/15/23

     2,968,000        3,003,941  

6.750%, 08/15/26

     1,339,000        1,448,683  

U.S. Treasury Notes

     

2.000%, 06/30/24

     6,268,000        6,006,262  

2.375%, 05/15/27

     3,141,000        2,892,296  

Total U.S. Treasury Obligations

        26,398,586  

Total U.S. Government and Agency Obligations

 

  

(Cost $85,331,985)

        73,518,350  

Foreign Government Obligation - 0.9%

 

  

The Korea Development Bank (South Korea)
0.500%, 10/27/23
    (Cost $1,383,846)

     1,385,000        1,328,254  

Short-Term Investments - 2.7%

 

  

Joint Repurchase Agreements - 0.1%6

 

  

HSBC Securities USA, Inc., dated 10/31/22, due 11/01/22, 3.010% total to be received $157,617 (collateralized by various U.S. Treasuries, 0.000% - 7.625%, 01/15/23 - 08/15/52, totaling $160,756)

     157,604        157,604  

Repurchase Agreements - 2.6%

 

  

Fixed Income Clearing Corp., dated 10/31/22, due 11/01/22, 2.900% total to be received $3,645,294 (collateralized by a U.S. Treasury, 1.625%, 05/15/31, totaling $3,717,974)

     3,645,000        3,645,000  

Total Short-Term Investments

 

  

(Cost $3,802,604)

        3,802,604  

Total Investments - 99.0%

 

  

(Cost $166,058,547)

        140,328,417  

Other Assets, less Liabilities - 1.0%

 

     1,388,160  

Net Assets - 100.0%

 

    

 

$141,716,577

 

 

 

 

 

1 

Fixed to variable rate investment. The rate shown reflects the fixed rate in effect at October 31, 2022. 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 October 31, 2022. 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 October 31, 2022, the value of these securities amounted to $3,267,726 or 2.3% of net assets.

 

5 

Some of this security, amounting to $151,198 or 0.1% of net assets, was out on loan to various borrowers and is collateralized by cash. See Note 4 of Notes to Financial Statements.

 

6 

Cash collateral received for securities lending activity was invested in the joint repurchase agreement.

 

 

 

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

10


Table of Contents
   

    

AMG GW&K Core Bond ESG Fund

Schedule of Portfolio Investments (continued)

 

 

 

CMT    Constant Maturity Treasury    LIBOR    London Interbank Offered Rate
FHLMC    Freddie Mac    MTN    Medium-Term Note
FNMA    Fannie Mae    SOFR    Secured Overnight Financing Rate

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2022:

 

     Level 1      Level 2      Level 3      Total  

 Investments in Securities

           

Corporate Bonds and Notes

          $ 50,968,320             $ 50,968,320  

Municipal Bonds

            10,710,889               10,710,889  

U.S. Government and Agency Obligations

            73,518,350               73,518,350  

Foreign Government Obligation

            1,328,254               1,328,254  

Short-Term Investments

           

Joint Repurchase Agreements

            157,604               157,604  

Repurchase Agreements

            3,645,000               3,645,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

          $ 140,328,417             $ 140,328,417  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

11


Table of Contents
    

 

    

AMG GW&K Emerging Markets Equity Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

MARKET OVERVIEW

 

Emerging markets fell sharply during the fiscal year ended October 31, 2022 amid Russia’s invasion of Ukraine, numerous headwinds in China, and a challenging inflation backdrop that saw several countries aggressively tighten monetary policy. Brent Crude oil initially traded above the $100/barrel level for the first time in seven years on U.S. sanctions targeting Russia’s energy industry. Other commodity prices were mixed; grains were well supported, but metals dropped on recession concerns. The MSCI Emerging Markets (“EM”) Index declined (31.0)%, while the MSCI EM ex China Index declined (21.9)%. This compares to an (18.5)% loss for the MSCI World Index of developed markets.

 

Performance was mixed geographically, with commodity rich Latin America a standout performer, gaining 16.1% led by Brazil. The region is expected to benefit from the conflict driven surge in energy and agricultural commodity prices. EMEA oil producers in the Persian Gulf posted respectable gains—but Russia’s elimination from the MSCI EM Index weighed on the region’s aggregate performance. Eastern European countries with proximity to the conflict and trade ties to Russia also capped gains in the EMEA region. North Asia was particularly weak due to external demand worries and ongoing market pressure in China. South Korea and Taiwan both fell sharply on the backup in U.S. interest rates and slowing demand in the IT hardware and semiconductor industries. Foreign investors shed Chinese equities en masse due to the country’s growth-stifling zero-COVID policy, ongoing real estate industry turmoil, and President Xi’s consolidation of power at the National Party Congress. The MSCI China Index declined (47.9)%, bringing its Index weight down to 27% from 35% at the beginning of the period. Indonesia bucked the negative trend in Asia, rising modestly on positive earnings momentum. Sector performance was broadly negative, with utilities down modestly compared to the broader group. Financials also outperformed on a relative basis as investors looked to banks as proxies for several commodity producing countries including South Africa, UAE, and Brazil.

      

Consumer discretionary, communication services, health care declined on China concerns, while slowing orders weighed on information technology.

 

FUND REVIEW

 

For the fiscal year ended October 31, 2022, AMG GW&K Emerging Markets Equity Fund (the “Fund”) Class N shares returned (32.5)%, underperforming the (31.0)% return for the MSCI EM Index. Stock selection within financials was the main source of the performance shortfall. For example, the portfolio had less exposure to banks in commodity-rich countries, such as South Africa and the Middle East oil markets, which were up sharply on investment inflows. In addition, though we exited the position immediately after the invasion, Sberbank Russia also weighed on the sector return, as did OTP Bank, a Hungarian bank with operations in Russia and Ukraine. OTB was subsequently sold later in the year. There was also weakness in Taiwan Semiconductor Manufacturing due to slowing orders and challenging comparable earnings from the prior year. Although, the Fund outperformed in China, regulatory changes hit internet giant Tencent Holdings and Prosus, a holding company with a stake in Tencent. Finally, sector allocation was negative, mainly due to a higher weight in consumer discretionary and no exposure to utilities.

 

Encouragingly, stock selection was positive in several sectors and markets, with health care China, and Mexico key contributors. China Resources Sanjiu Medical & Pharmaceutical, a branded OTC drug and traditional Chinese medicine (TCM) specialist, gained on solid earnings due to market share gains and cost optimization. In Mexico, Grupo Financiero Banorte reported good earnings backed by both net interest and fee income growth, and airport operator Grupo Aeroportuario del Pacífico reported strong revenue growth compared to pre-pandemic periods driven by increased volumes and pricing.

 

OUTLOOK

 

Emerging markets are now at levels not seen since early in the pandemic or, looking further back, 2015. Although there are several pressing issues circulating in world capital markets that won’t

      

immediately be resolved, emerging market valuations are clearly compelling, even when factoring in lower near-term growth. The 40% decline since their February 2021 peak brings the 2023 and 2024 estimated PE ratios to 10.5x and 9.3x, respectively. To be sure, the global backdrop remains turbulent, as developed market central banks continue to hike interest rates and China remains entangled in multiple layers of economic and political uncertainty. Still, this presents a unique opportunity for us to invest in quality businesses that are benefiting from the ongoing economic development of emerging markets but are often fully priced. In addition, history shows that MSCI EM Index has troughed ahead of the S&P 500® Index in four of the 10 prior bear markets and on the same date as the S&P 500® Index on three occasions. Given that China is more likely to be stimulating their economy when other major nations are still curbing growth, we suspect that MSCI EM Index will trough ahead of developed markets in this cycle.

 

With respect to the Fund’s structure, trading and market activity during the fiscal year resulted in increased exposures to the industrials, health care, and consumer staples, while our weights in consumer discretionary, energy, and communication services decreased. At the close of the period, the Fund had overweight positions in the consumer discretionary, information technology, financials, consumer staples, health care, and communication services sectors and underweight positions in the materials, utilities, energy, real estate, and industrials sectors relative to the benchmark. Geographically, the portfolio finished the fiscal year with 75% in Asia, 14% in the EMEA region, and 8% in Latin America.

 

The views expressed represent the opinions of GW&K Investment Management, LLC as of October 31, 2022, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

12


Table of Contents
    

 

    

AMG GW&K Emerging Markets Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG GW&K Emerging Markets Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the AMG GW&K Emerging Markets Equity Fund’s Class N shares on October 31, 2012, to a $10,000 investment made in the MSCI Emerging Markets Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG GW&K Emerging Markets Equity Fund and the MSCI Emerging Markets Index for the same time periods ended October 31, 2022.

 

     One   Five   Ten  
  Average Annual Total Returns1    Year   Years   Years  

AMG GW&K Emerging Markets Equity Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12

 

Class N

   (32.50%)   (4.87%)     (0.61%)  

Class I

   (32.28%)   (4.56%)     (0.26%)  

Class Z

   (32.20%)   (4.49%)     (0.17%)  

MSCI Emerging Markets Index13

   (31.03%)   (3.09%)     0.79%  

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 October 31, 2022. All returns are in U.S. Dollars ($).

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

 

3  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.

 

4  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.

 

5  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.

 

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 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  Investing in initial public offerings (IPOs) is risky and the prices of stocks purchased in IPOs tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time. Stocks purchased in IPOs generally do not have a trading history, and information about the companies may be available for very limited periods.

 

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

    

 

 

 

13


Table of Contents
    

 

    

AMG GW&K Emerging Markets Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

12 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.

 

13 The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI Emerging Markets Index is unmanaged, is not available for investment and does not incur expenses.

    

 

      

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

 

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

         

 

 

 

14


Table of Contents
   

AMG GW&K Emerging Markets Equity Fund

Fund Snapshots (unaudited)

October 31, 2022

 

 

 

PORTFOLIO BREAKDOWN

 

    Sector   

% of

Net Assets

 

Financials

       27.5
 

Information Technology

       22.7
 

Consumer Discretionary

       18.3
 

Communication Services

       8.6
 

Consumer Staples

       8.1
 

Industrials

       5.6
 

Health Care

       4.9
 

Energy

       3.7
 

Short-Term Investments

       2.9
 

Other Assets, Less Liabilities

       (2.3 )

TOP TEN HOLDINGS

 

    Security Name    % of
Net Assets
 

Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)

       7.4    
 

Samsung Electronics Co., Ltd. (South Korea)

       5.7    
 

HDFC Bank, Ltd. (India)

       4.7    
 

Housing Development Finance Corp., Ltd. (India)

       4.3    
 

Reliance Industries, Ltd. (India)

       3.7    
 

Bank Mandiri Persero Tbk PT (Indonesia)

       2.9    
 

Alibaba Group Holding, Ltd. (China)

       2.8    
 

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

       2.7    
 

Yum China Holdings, Inc. (China)

       2.4    
 

Grupo Aeroportuario del Pacifico, S.A.B de CV, Class B (Mexico)

       2.2    
      

 

 

 
 

Top Ten as a Group

             38.8    
    

 

 

 

 

 

 

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.

 

 

 

15


Table of Contents
   

AMG GW&K Emerging Markets Equity Fund

Schedule of Portfolio Investments

October 31, 2022

 

 

 

      Shares      Value  

Common Stocks - 99.4%

     

Communication Services - 8.6%

 

  

Baidu, Inc., Class A (China)*

     29,816        $285,846  

Kingsoft Corp., Ltd. (China)

     71,200        215,604  

Kuaishou Technology (China)*,1

     26,000        107,376  

MultiChoice Group (South Africa)

     32,058        209,482  

NetEase, Inc. (China)

     12,425        137,859  

Tencent Holdings, Ltd. (China)

     13,506        354,894  

Tencent Music Entertainment Group, ADR (China)*

     19,872        71,738  

Total Communication Services

        1,382,799  

Consumer Discretionary - 18.3%

     

Alibaba Group Holding, Ltd. (China)*

     58,428        454,272  

Feng TAY Enterprise Co., Ltd. (Taiwan)

     39,355        195,448  

H World Group Ltd., ADR (China)

     5,750        155,710  

Haidilao International Holding, Ltd. (China)*,1

     49,000        72,757  

JD.com, Inc., Class A (China)

     7,652        139,347  

Li Ning Co., Ltd. (China)

     46,000        237,954  

MakeMyTrip, Ltd. (India)*

     10,648        296,334  

Midea Group Co., Ltd., Class A (China)

     33,385        183,914  

Pepco Group, N.V. (United Kingdom)*,1,2

     10,017        70,378  

Prosus, N.V. (Netherlands)

     4,562        197,269  

Sands China, Ltd. (Macau)*

     97,950        171,239  

Shenzhou International Group Holdings, Ltd. (China)

     4,160        28,883  

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

     15,677        354,770  

Yum China Holdings, Inc. (China)

     9,467        391,460  

Total Consumer Discretionary

        2,949,735  

Consumer Staples - 8.1%

     

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

     13,600        67,634  

Bid Corp., Ltd. (South Africa)

     15,193        244,461  

CP All PCL (Thailand)

     52,668        83,074  

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

     3,001        195,882  

Fomento Economico Mexicano, S.A.B de CV (Mexico)2

     27,996        200,845  

Orion Corp. (South Korea)

     2,785        198,186  

Vietnam Dairy Products JSC (Vietnam)

     23,700        74,808  

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

     60,873        235,160  

Total Consumer Staples

        1,300,050  

Energy - 3.7%

     

Reliance Industries, Ltd. (India)

     19,188        592,080  

Financials - 27.5%

     

AIA Group, Ltd. (Hong Kong)

     42,768        323,959  

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

    

 

32,300

 

 

 

    

 

93,795

 

 

 

      Shares      Value  

Banco Bradesco, S.A., ADR (Brazil)2

     66,983        $253,866  

Bank Mandiri Persero Tbk PT (Indonesia)

     685,216        462,900  

Bank Rakyat Indonesia Persero Tbk PT (Indonesia)

     834,336        248,910  

BDO Unibank, Inc. (Philippines)

     144,490        319,379  

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

     184,800        256,820  

East Money Information Co., Ltd., Class A (China)

     45,600        97,753  

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

     53,742        437,493  

HDFC Bank, Ltd. (India)

     41,340        750,257  

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

     18,500        120,900  

Housing Development Finance Corp., Ltd. (India)

     22,969        686,745  

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

     29,000        116,098  

XP, Inc., Class A (Brazil)*,2

     14,106        258,563  

Total Financials

        4,427,438  

Health Care - 4.9%

     

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

     25,800        192,970  

CSPC Pharmaceutical Group, Ltd. (China)

     103,408        106,217  

Fleury, S.A. (Brazil)

     57,322        205,851  

Jinxin Fertility Group, Ltd. (China)1

     39,500        19,471  

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

     23,800        82,516  

Odontoprev, S.A. (Brazil)

     85,461        136,327  

Syngene International, Ltd. (India)1

     6,010        45,857  

Total Health Care

        789,209  

Industrials - 5.6%

     

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

     4,100        210,411  

Copa Holdings, S.A., Class A (Panama)*

     2,550        191,837  

Grupo Aeroportuario del Pacifico, S.A.B de CV, Class B (Mexico)

     22,955        356,044  

International Container Terminal Services, Inc. (Philippines)

     32,100        96,225  

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

     5,900        54,055  

Total Industrials

        908,572  

Information Technology - 22.7%

     

Advantech Co., Ltd. (Taiwan)

     10,727        97,183  

Delta Electronics, Inc. (Taiwan)

     28,100        223,587  

FPT Corp. (Vietnam)

     20,000        60,857  

Globant SA (Uruguay)*

     800        150,944  

Infosys, Ltd., Sponsored ADR (India)

     5,676        106,311  

MediaTek, Inc. (Taiwan)

    

 

12,000

 

 

 

    

 

218,738

 

 

 

 

 

 

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

16


Table of Contents
   

    

AMG GW&K Emerging Markets Equity Fund

Schedule of Portfolio Investments (continued)

 

 

 

     

    

Shares

     Value  

Information Technology - 22.7%
(continued)

     

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

     3,838        $52,504  

Samsung Electronics Co., Ltd. (South Korea)

     22,067        918,425  

Silergy Corp. (China)

     4,000        46,127  

SK Hynix, Inc. (South Korea)

     5,884        340,634  

Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)

     99,632        1,197,797  

Tata Consultancy Services, Ltd. (India)

     2,184        84,285  

TOTVS, S.A. (Brazil)

     25,300        163,540  

Total Information Technology

        3,660,932  

Total Common Stocks
(Cost $15,063,802)

        16,010,815  

Rights - 0.0%#

 

  

Health Care - 0.0%#

     

Fleury, S.A., Expiration 11/25/22 (Brazil)* (Cost $0)

     12,746        3,208  

 

 

* 

Non-income producing security.

 

# 

Less than 0.05%.

 

1 

Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2022, the value of these securities amounted to $889,441 or 5.5% of net assets.

      Principal
Amount
     Value  

Short-Term Investments - 2.9%

 

  

Joint Repurchase Agreements - 2.4%3

 

  

National Bank Financial, dated 10/31/22, due 11/01/22, 3.090% total to be received $383,247 (collateralized by various U.S. Treasuries, 0.000% - 4.078%, 11/01/22 - 09/09/49, totaling $390,878)

     $383,214        $383,214  

Repurchase Agreements - 0.5%

 

  

Fixed Income Clearing Corp., dated 10/31/22, due 11/01/22, 2.900% total to be received $85,007 (collateralized by a U.S. Treasury, 1.625%, 05/15/31, totaling $86,772)

     85,000        85,000  

Total Short-Term Investments
(Cost $468,214)

        468,214  

Total Investments - 102.3%
(Cost $15,532,016)

        16,482,237  

Other Assets, less Liabilities - (2.3)%

 

     (372,047

Net Assets - 100.0%

      $ 16,110,190  

 

2 

Some of these securities, amounting to $637,837 or 4.0% 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 the joint repurchase agreement.

ADR    American Depositary Receipt

 

 

 

 

 

 

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

17


Table of Contents
   

    

AMG GW&K Emerging Markets Equity Fund

Schedule of Portfolio Investments (continued)

 

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2022:

 

     Level 1      Level 21      Level 3      Total  

  Investments in Securities

           

Common Stocks

           

Financials

     $1,043,717        $3,383,721               $4,427,438  

Information Technology

     473,299        3,187,633               3,660,932  

Consumer Discretionary

     1,198,274        1,751,461               2,949,735  

Communication Services

     281,220        1,101,579               1,382,799  

Consumer Staples

     680,466        619,584               1,300,050  

Industrials

     547,881        360,691               908,572  

Health Care

     342,178        447,031               789,209  

Energy

            592,080               592,080  

Rights

           

Health Care

     3,208                      3,208  

Short-Term Investments

           

Joint Repurchase Agreements

            383,214               383,214  

Repurchase Agreements

            85,000               85,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

  Total Investments in Securities

  

$

4,570,243

 

  

$

11,911,994

 

  

 

 

  

$

16,482,237

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

1 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

The country allocation in the Schedule of Portfolio Investments at October 31, 2022, was as follows:

 

 Country    % of Long-Term
Investments

 Brazil

     7.3

 China

   27.7

 Hong Kong

     2.0

 India

   16.8

 Indonesia

     4.5

 Macau

     1.1

 Mexico

     7.7

 Netherlands

     1.2

 Panama

     1.2

 Philippines

     2.6

 

 Country    % of Long-Term
Investments

 Poland

       1.2

 South Africa

       2.8

 South Korea

       9.1

 Taiwan

     12.1

 Thailand

       0.5

 United Kingdom

       0.4

 Uruguay

       0.9

 Vietnam

       0.9
  

 

     100.0
  

 

 

 

 

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

18


Table of Contents
    

 

    

AMG GW&K Emerging Wealth Equity Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

MARKET OVERVIEW

 

Emerging markets fell sharply during the fiscal year ended October 31, 2022, amid Russia’s invasion of Ukraine, numerous headwinds in China, and a challenging inflation backdrop that saw several countries aggressively tighten monetary policy. Brent Crude oil initially traded above the $100/barrel level for the first time in seven years on U.S. sanctions targeting Russia’s energy industry. Other commodity prices were mixed; grains were well supported, but metals dropped on recession concerns. The MSCI Emerging Markets (“EM”) Index declined (31.0)%, while the MSCI EM ex China Index declined (21.9)%. This compares to an (18.5)% loss for the MSCI World Index of developed markets.

 

Performance was mixed geographically, with commodity rich Latin America a standout performer, gaining 16.1% led by Brazil. The region is expected to benefit from the conflict-driven surge in energy and agricultural commodity prices. EMEA oil producers in the Persian Gulf posted respectable gains—but Russia’s elimination from the MSCI EM Index weighed on the region’s aggregate performance. Eastern European countries with proximity to the conflict and trade ties to Russia also capped gains in the EMEA region. North Asia was particularly weak due to external demand worries and ongoing market pressure in China. South Korea and Taiwan both fell sharply on the backup in U.S. interest rates and slowing demand in the IT hardware and semiconductor industries. Foreign investors shed Chinese equities en masse due to the country’s growth stifling Covid-zero policy, ongoing real estate industry turmoil, and President Xi’s consolidation of power at the National Party Congress. The MSCI China Index declined (47.9)%, bringing its index weight down to 27% from 35% at the beginning of the period. Indonesia bucked the negative trend in Asia, rising modestly on positive earnings momentum. Sector performance was broadly negative, with utilities down modestly compared to the broader group. Financials also outperformed on a relative basis as investors looked to banks as proxies for several commodity producing countries including South Africa, UAE, and Brazil. Consumer

      

discretionary, communication services, and health care declined on China concerns, while slowing orders weighed on information technology.

 

FUND REVIEW

 

For the fiscal year ended October 31, 2022, AMG GW&K Emerging Wealth Equity Fund (the “Fund”) Class N shares returned (33.9)%, underperforming the MSCI EM Index, which returned (31.0)%. This was primarily due to our strategic focus on the benefits of wealth creation in emerging markets, which generally leads to higher portfolio exposure in consumer related industries and China. Both market segments underperformed materially over the past 12 months, causing sector and country allocation to negatively impact the Fund’s relative performance. Encouragingly, stock selection in China, which averaged 54% of the Fund, and consumer discretionary, which averaged 32%, was positive. The Fund’s top performing company was China Resources Sanjiu Medical & Pharmaceutical, a branded OTC drug and traditional Chinese medicine (TCM) specialist that delivered solid earnings due to market share gains and cost optimization. Although markets proved challenging this year, there were a few companies that bucked the downward trend including India’s Eicher Motors, which reported better-than-expected margins due to improving volumes and mix benefits, and Titan Company, which benefited from resilient jewelry demand in India. Wal-Mart de Mexico, also rebounded late in the period on the company’s continued market share gains.

 

Still, it was difficult to avoid the market turmoil and several of the portfolio’s holdings sold off as market sentiment turned more bearish. Southeast Asian internet platform, Sea Ltd. dropped sharply on mounting competition amid heavy selling of global growth stocks. Chinese ecommerce and internet platform giants Alibaba Group Holdings and Tencent Holdings were hard hit by regulatory uncertainty and slowing consumption. Power semiconductor producer, Infineon Technologies declined on near-term margin concerns as the company ramps up higher generation fabrication plants.

 

      

OUTLOOK

 

Emerging markets are now at levels not seen since early in the pandemic or, looking further back, 2015. Although there are several pressing issues circulating in world capital markets that won’t immediately be resolved, emerging market valuations are clearly compelling, even when factoring in lower near-term growth. The (40)% decline since their February 2021 peak brings the 2023 and 2024 estimated PE ratios to 10.5x and 9.3x, respectively. To be sure, the global backdrop remains turbulent, as developed market central banks continue to hike interest rates and China remains entangled in multiple layers of economic and political uncertainty. Still, this presents a unique opportunity for us to invest in quality businesses that are benefiting from the ongoing economic development of emerging markets but are often fully priced. In addition, history shows that MSCI EM Index has troughed ahead of the S&P 500® Index in four of the 10 prior bear markets and on the same date as the S&P® 500 Index on three occasions. Given that China is more likely to be stimulating their economy when other major nations are still curbing growth, we suspect that MSCI EM Index will trough ahead of developed market in this cycle.

 

With respect to the Fund’s structure, trading and market activity during the fiscal year resulted in increased exposure to financials, consumer staples, and industrials, while consumer discretionary, health care, and communication services declined. At the close of the period, the Fund had overweight positions in the consumer discretionary, health care, and financials sectors and underweight positions in the information technology, materials, energy, and industrials sectors relative to the benchmark. Geographically, the portfolio finished the fiscal year with exposures of 78.9% in Asia, 16.0% in Developed Markets, and 3.2% in Latin America.

 

The views expressed represent the opinions of GW&K Investment Management, LLC as of October 31, 2022, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

 

 

19


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AMG GW&K Emerging Wealth Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

CUMULATIVE TOTAL RETURN PERFORMANCE

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

 

LOGO

The table below shows the average annual total returns for the AMG GW&K Emerging Wealth Equity Fund and the MSCI Emerging Markets Index for the same time periods ended October 31, 2022.

 

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

AMG GW&K Emerging Wealth Equity Fund2, 3, 4, 5, 6, 7, 8, 9

Class N

   (33.89%)   (4.78%)   0.23%   03/19/15

Class I

   (33.68%)   (4.51%)   0.49%   03/19/15

Class Z

   (33.61%)   (4.42%)   0.60%   03/19/15

MSCI Emerging Markets Index10

   (31.03%)   (3.09%)   0.73%   03/19/15

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at 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 October 31, 2022. All returns are in U.S. Dollars ($).

 

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

 

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

 

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 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  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  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.

 

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

 

10 The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI Emerging Markets Index is unmanaged, is not available for investment and does not incur expenses.

    

 

 

 

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AMG GW&K Emerging Wealth Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

All MSCI data is provided “as is.” The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates or any MSCI data       

provider have any liability of any kind in connection with the MSCI data or the products described herein. Copying or redistributing the MSCI data is strictly prohibited.

    

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

 

 

21


Table of Contents
   

AMG GW&K Emerging Wealth Equity Fund

Fund Snapshots (unaudited)

October 31, 2022

 

 

 

PORTFOLIO BREAKDOWN

 

    Sector   

% of

Net Assets

 

Consumer Discretionary

       32.0
 

Financials

       24.8
 

Information Technology

       15.1
 

Consumer Staples

       7.1
 

Communication Services

       7.0
 

Health Care

       6.0
 

Industrials

       3.6
 

Materials

       3.0
 

Short-Term Investments

       1.7
 

Other Assets, Less Liabilities

       (0.3 )

TOP TEN HOLDINGS

 

    Security Name    % of
Net Assets
 

HDFC Bank, Ltd., ADR (India)

       5.6    
 

Kotak Mahindra Bank, Ltd. (India)

       5.4    
 

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

       5.1    
 

Yum China Holdings, Inc. (China)

       4.7    
 

QUALCOMM, Inc.

       4.4    
 

Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)

       4.3    
 

Sands China, Ltd. (Macau)

       4.2    
 

Infineon Technologies AG (Germany)

       3.9    
 

AIA Group, Ltd. (Hong Kong)

       3.7    
 

Alibaba Group Holding, Ltd. (China)

       3.3    
      

 

 

 
 

Top Ten as a Group

 

           44.6    
    

 

 

 
 

 

 

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.

 

 

22


Table of Contents
   

AMG GW&K Emerging Wealth Equity Fund

Schedule of Portfolio Investments

October 31, 2022

 

 

 

      Shares      Value  

Common Stocks - 98.6%

     

Communication Services - 7.0%

 

  

Baidu, Inc., Class A (China)*

     167,100        $1,601,988  

Kingsoft Corp., Ltd. (China)

     199,500        604,115  

Sea, Ltd., ADR (Singapore)*

     7,000        347,760  

Tencent Holdings, Ltd. (China)

     89,340        2,347,569  

The Walt Disney Co. (United States)*

     1,778        189,428  

Total Communication Services

        5,090,860  

Consumer Discretionary - 32.0%

 

  

Alibaba Group Holding, Ltd. (China)*

     308,948        2,402,042  

Eicher Motors, Ltd. (India)

     21,710        1,011,544  

H World Group Ltd., ADR (China)

     86,759        2,349,434  

Haidilao International Holding, Ltd. (China)*,1

     681,000        1,011,171  

Hermes International (France)

     389        503,516  

JD.com, Inc., Class A (China)

     14,650        266,784  

Jubilant Foodworks, Ltd. (India)

     109,610        808,585  

Li Ning Co., Ltd. (China)

     159,500        825,081  

LVMH Moet Hennessy Louis Vuitton SE (France)

     736        464,412  

MakeMyTrip, Ltd. (India)*

     53,109        1,478,024  

Moncler SpA (Italy)2

     13,003        561,005  

Sands China, Ltd. (Macau)*

     1,724,090        3,014,096  

Titan Co., Ltd. (India)

     38,010        1,268,320  

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

     163,242        3,694,166  

Yum China Holdings, Inc. (China)

     82,478        3,410,465  

Total Consumer Discretionary

        23,068,645  

Consumer Staples - 7.1%

     

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

     38,850        193,204  

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

     1,465        293,718  

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

     96,810        793,447  

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

     381,820        1,475,016  

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

     128,203        2,349,797  

Total Consumer Staples

        5,105,182  

Financials - 24.8%

     

AIA Group, Ltd. (Hong Kong)

     354,530        2,685,492  

Bank Central Asia Tbk PT (Indonesia)

     1,031,400        583,027  

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

     1,724,900        2,397,128  

East Money Information Co., Ltd., Class A (China)

     463,174        992,903  

HDFC Bank, Ltd., ADR (India)

     64,673        4,029,775  

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

     350,320        2,289,393  

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

     37,650        999,367  
      Shares      Value  

Kotak Mahindra Bank, Ltd. (India)

     169,126        $3,894,145  

Total Financials

        17,871,230  

Health Care - 6.0%

     

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

     122,812        918,568  

CSPC Pharmaceutical Group, Ltd. (China)

     1,437,600        1,476,648  

Novo Nordisk A/S, Class B (Denmark)

     17,714        1,926,066  

Total Health Care

        4,321,282  

Industrials - 3.6%

     

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

     26,100        1,339,445  

Copa Holdings, S.A., Class A (Panama)*

     6,245        469,811  

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

     84,300        772,345  

Total Industrials

        2,581,601  

Information Technology - 15.1%

 

  

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

     7,000        279,616  

Dlocal, Ltd. (Uruguay)*,2

     16,460        367,058  

Infineon Technologies AG (Germany)

     114,945        2,789,196  

Mastercard, Inc., Class A (United States)

     3,420        1,122,375  

QUALCOMM, Inc. (United States)

     27,274        3,209,059  

Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)

     257,500        3,095,719  

Total Information Technology

        10,863,023  

Materials - 3.0%

     

Asian Paints, Ltd. (India)

     23,578        887,548  

Chr Hansen Holding A/S (Denmark)2

     10,833        601,677  

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

     59,250        707,433  

Total Materials

        2,196,658  

Total Common Stocks
(Cost $78,787,366)

        71,098,481  
    

Principal

Amount

        

Short-Term Investments - 1.7%

 

  

Joint Repurchase Agreements - 1.7%3

 

  

Citigroup Global Markets, Inc., dated 10/31/22, due 11/01/22, 3.000% total to be received $256,679 (collateralized by various U.S. Treasuries, 0.125% - 4.375%, 11/15/31 - 02/15/52, totaling $261,945)

     $256,658        256,658  
 

 

 

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

23


Table of Contents
   

AMG GW&K Emerging Wealth Equity Fund

Schedule of Portfolio Investments (continued)

 

 

 

      Principal
Amount
     Value  

Joint Repurchase Agreements - 1.7%3
(continued)

 

  

RBC Dominion Securities, Inc., dated 10/31/22, due 11/01/22, 3.050% total to be received $1,000,085 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.500% - 5.000%, 02/28/26 - 10/20/52, totaling $1,020,000)

   $ 1,000,000        $1,000,000  

Total Short-Term Investments
(Cost $1,256,658)

        1,256,658  
     

    

                

     Value  

Total Investments - 100.3%
(Cost $80,044,024)

      $ 72,355,139  

Other Assets, less Liabilities - (0.3)%

 

     (231,474

Net Assets - 100.0%

      $ 72,123,665  
 

 

* 

Non-income producing security.

 

1 

Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2022, the value of these securities amounted to $5,697,692 or 7.9% of net assets.

 

2 

Some of these securities, amounting to $1,183,977 or 1.6% of net assets, were out on loan to various borrowers and are collateralized by cash. See Note 4 of Notes to Financial Statements.

3 

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

ADR     American Depositary Receipt

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2022:

 

     Level 1      Level 21      Level 3      Total  

  Investments in Securities

           

Common Stocks

           

Consumer Discretionary

   $ 10,932,089      $ 12,136,556             $ 23,068,645  

Financials

     4,029,775        13,841,455               17,871,230  

Information Technology

     4,698,492        6,164,531               10,863,023  

Consumer Staples

     1,768,734        3,336,448               5,105,182  

Communication Services

     537,188        4,553,672               5,090,860  

Health Care

            4,321,282               4,321,282  

Industrials

     469,811        2,111,790               2,581,601  

Materials

            2,196,658               2,196,658  

Short-Term Investments

           

Joint Repurchase Agreements

            1,256,658               1,256,658  
  

 

 

    

 

 

    

 

 

    

 

 

 

  Total Investments in Securities

  

$

22,436,089

 

  

$

49,919,050

 

  

 

 

  

$

72,355,139

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

1 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

24


Table of Contents
   

AMG GW&K Emerging Wealth Equity Fund

Schedule of Portfolio Investments (continued)

 

 

 

The country allocation in the Schedule of Portfolio Investments at October 31, 2022, was as follows:

 

 Country    % of Long-Term
Investments

 China

     43.2

 Denmark

       3.6

 France

       1.4

 Germany

       3.9

 Hong Kong

       5.2

 India

     22.0

 Indonesia

       0.8

 Italy

       0.8

 Macau

       4.2

 Mexico

       2.1

 Panama

       0.7

 Singapore

       0.5

 Taiwan

       4.3

 United States

       6.8

 Uruguay

       0.5
  

 

     100.0
  

 

    

 

 

 

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

25


Table of Contents
    

 

    

AMG GW&K Small/Mid Cap Growth Fund

Portfolio Manager’s Comments (unaudited)

 

     
     

 

AMG GW&K Small/Mid Cap Growth Fund (the “Fund”) Class N shares outperformed its benchmark for the 12 months ended October 31, 2022, returning (23.88)% vs. the Russell 2500® Growth Index (the “Index”) return of (27.38)%.

 

MARKET OVERVIEW

 

For the year ended October 31, 2022, U.S. equity markets faced several macro challenges that produced difficult performance returns. Well-known issues including surging inflation, rapidly increasing interest rates, the Russia/Ukraine war, elevated commodity prices and COVID-restrained growth in China compressed valuation multiples and challenged corporate profits. While October witnessed a strong rally, double-digit declines were posted by the major averages over the full year. Domestic small/mid cap equities slightly underperformed larger cap stocks, reflected by the Russell 2500® Index moving (17.58)% lower, compared to the (14.61)% decline in the S&P 500® Index. Cyclical and defensive stocks helped small/mid value stocks produce better relative returns while valuation compression, most noticeably in health care and information technology, caused small/mid growth stocks to give back a large portion of prior appreciation.

 

FUND REVIEW

 

The Fund fell sharply during the year but still outperformed its benchmark. Stock selection was the primary driver of the outperformance. Health care was the largest contributor with a broad number of holdings playing a role. Better than expected patient volumes and revenue/day metrics pushed Acadia Healthcare 31.1% higher while its peer group fell

  

(22.5)%. HealthEquity, a provider of health savings account platforms, continued to increase its market share and benefited from higher interest rates. In biopharma, a focus on companies with promising new products and late-stage commercial pipelines enabled Halozyme Therapeutics and Neurocrine Biosciences to post positive returns and attracted takeover bids for Biohaven Pharmaceuticals and Arena Pharmaceuticals. Industrials saw multiple areas of performance support. The successful integration of an acquisition moved RBC Bearings into a high single-digit gain. Billings and pipelines that were above expectations lifted consulting firms Booz Allen Hamilton Holdings and CACI International. A timely purchase of IDEX resulted in respectable contribution. Although slightly lower over the year, Ritchie Bros. Auctioneers, Ingersoll Rand, and Graco added to relative returns. Shifting to consumer discretionary, Grand Canyon Education reported an inflection in new online student starts in the September quarter and raised guidance for the balance of 2022. Texas Roadhouse beat consensus earnings expectations and posted impressive comparable restaurant sales of 8.2%.

 

Fund sectors lagging the Index included information technology and financials. Two stocks accounted for the information technology underperformance. Cerence reported disappointing earnings and turnover in the executive suite and was sold. HubSpot’s results over the past year were quite respectable, but investors fretted over the company’s meaningful exposure to overseas markets and small and medium sized businesses. In financials, most of the underperformance was explained by MarketAxess Holdings. The stock was weak due to investor concerns about market share, and the

  

uptick in interest rates pressured high multiple equities like MarketAxess. Looking at relative performance through a factor lens, the Fund’s allocation toward higher quality stocks helped results by about 130 basis points based on an average of seven factors, with earnings being the most prominent factor.

 

OUTLOOK

 

Looking forward, we anticipate the U.S. Federal Reserve’s (the Fed) commitment to higher interest rates and their impact on U.S. economic growth and corporate profits are likely to keep market volatility in an elevated status. Our current base case is that a deeper and/or more prolonged U.S. recession can still be avoided. In our view, the steep decline in the Index would indicate that investors are certainly not ignoring the potential for lower corporate earnings power or the effects of higher interest rates. On a positive note, compression in P/E multiples for small/mid cap growth stocks has created more attractive valuations in this complex climate. Our strategy is to invest and hold companies with strengths in competitive position, financials, and management where the stocks appear reasonably priced relative to risks. This approach has served us well in the past and we will stick with it during these challenging times.

 

The views expressed represent the opinions of GW&K Investment Management, LLC, as of October 31, 2022, and are not intended as a forecast or guarantee of future results and are subject to change without notice.

 

 

26


Table of Contents
    

 

    

AMG GW&K Small/Mid Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG GW&K Small/Mid Cap Growth Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG GW&K Small/Mid Cap Growth Fund’s Class N shares on October 31, 2012, to a $10,000 investment made in the Russell 2500® Growth Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG GW&K Small/Mid Cap Growth Fund and the Russell 2500® Growth Index for the same time periods ended October 31, 2022.

 

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

AMG GW&K Small/Mid Cap Growth Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11

 

Class N

  (23.88%)     9.06%       10.29%        9.71%        11/03/10  

Class I

  (23.82%)     9.25%       10.52%        8.40%        06/01/11  

Class Z

  (23.76%)                  (18.65%)        08/31/21  

Russell 2500® Growth Index12

  (27.38%)     7.41%       11.38%        11.20%         11/03/10  

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at 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 October 31, 2022. All returns are in U.S. Dollars ($).

 

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

 

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

 

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

 

5  Active and frequent trading of a fund may result in higher transaction costs and increased tax liability.

 

6  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.

 

7  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.

 

8  Investing in initial public offerings (IPOs) is risky and the prices of stocks purchased in IPOs tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time. Stocks purchased in IPOs generally do not have a trading history, and information about the companies may be available for very limited periods.

 

9  The Fund is subject to risks associated with investments in mid-capitalization companies such as greater price volatility, lower trading volume, and

    

 

 

 

27


Table of Contents
    

 

    

AMG GW&K Small/Mid Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

   less liquidity than the stocks of larger, more established companies.

 

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

 

11 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.

 

12 The Russell 2500® Growth Index measures the performance of the small- to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500® companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 2500® Growth

    

  

   Index is unmanaged, is not available for investment and does not incur expenses.

 

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

 

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

 

 

28


Table of Contents
    

 

AMG GW&K Small/Mid Cap Growth Fund

Fund Snapshots (unaudited)

October 31, 2022

 

   

    

 

     

 

 

PORTFOLIO BREAKDOWN

 

   Sector    % of
Net Assets
 
Health Care    22.9
 
Information Technology    22.1
 
Industrials    18.7
 
Consumer Discretionary    15.6
 
Energy      6.1
 
Financials      5.6
 
Materials      3.4
 
Consumer Staples      1.6
 
Real Estate      1.2
 
Short-Term Investments      3.7
 
Other Assets, Less Liabilities    (0.9)

 

TOP TEN HOLDINGS

 

   Security Name   % of
Net Assets
 
 

Paylocity Holding Corp.

    2.7      
 

RBC Bearings, Inc.

    2.4      
 

HubSpot, Inc.

    2.3      
 

Ritchie Bros. Auctioneers, Inc. (Canada)

    2.3      
 

Matador Resources Co.

    2.2      
 

Manhattan Associates, Inc.

    2.2      
 

Atkore, Inc.

    2.0      
 

Texas Roadhouse, Inc.

    2.0      
 

Five Below, Inc.

    1.9      
 

Globant SA (Uruguay)

    1.9      
 

 

 

 
 

Top Ten as a Group

 

        21.9      
 

 

 

 
 

 

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

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

 

 

 

29


Table of Contents
    

 

AMG GW&K Small/Mid Cap Growth Fund

Schedule of Portfolio Investments

October 31, 2022

 

   

    

 

      

 

     

    

Shares

     Value  

Common Stocks - 97.2%

     

Consumer Discretionary - 15.6%

 

  

Bright Horizons Family Solutions, Inc.*

     2,006        $131,032  

Burlington Stores, Inc.*,1

     3,129        447,322  

Churchill Downs, Inc.

     2,280        474,035  

Five Below, Inc.*

     4,153        607,792  

Grand Canyon Education, Inc.*

     4,669        469,841  

Holley, Inc.*,1

     30,100        119,798  

Krispy Kreme Inc.

     21,435        307,592  

Lithia Motors, Inc., Class A

     1,194        236,591  

LKQ Corp.

     9,899        550,780  

Pool Corp.

     1,290        392,457  

Revolve Group, Inc.*,1

     13,855        332,520  

Texas Roadhouse, Inc.

     6,403        633,577  

Vail Resorts, Inc.

     989        216,720  

Total Consumer Discretionary

        4,920,057  

Consumer Staples - 1.6%

     

Performance Food Group Co.*

     5,475        284,919  

PriceSmart, Inc.

     3,156        201,889  

Total Consumer Staples

        486,808  

Energy - 6.1%

     

ChampionX Corp.

     16,700        477,954  

Matador Resources Co.

     10,650        707,692  

Ovintiv, Inc.

     6,850        346,953  

SM Energy Co.

     8,750        393,575  

Total Energy

        1,926,174  

Financials - 5.6%

     

Evercore, Inc., Class A

     2,748        288,815  

Houlihan Lokey, Inc.

     4,950        442,134  

MarketAxess Holdings, Inc.

     1,471        358,983  

Pinnacle Financial Partners, Inc.

     5,045        418,685  

Signature Bank

     1,680        266,330  

Total Financials

        1,774,947  

Health Care - 22.9%

     

ABIOMED, Inc.*

     1,175        296,194  

Acadia Healthcare Co., Inc.*

     6,122        497,719  

Albireo Pharma, Inc.*,1

     13,484        276,692  

Azenta, Inc.

     6,982        310,001  

Bio-Rad Laboratories, Inc., Class A*

     607        213,488  

Catalent, Inc.*

     5,391        354,350  

Chemed Corp.

     636        296,929  

CryoPort, Inc.*

     6,983        193,848  

Globus Medical, Inc., Class A*

    

 

8,530

 

 

 

    

 

571,510

 

 

 

     

    

Shares

     Value  

Halozyme Therapeutics, Inc.*

     11,599        $554,548  

HealthEquity, Inc.*

     6,857        534,229  

Horizon Therapeutics Plc*

     4,358        271,590  

ICU Medical, Inc.*

     863        128,078  

Integra LifeSciences Holdings Corp.*

     6,534        328,333  

Intra-Cellular Therapies, Inc.*

     5,993        273,700  

Medpace Holdings, Inc.*

     2,493        553,396  

Neurocrine Biosciences, Inc.*

     4,316        496,858  

Oyster Point Pharma, Inc.*,1

     18,021        141,285  

Phathom Pharmaceuticals, Inc.*

     20,238        214,523  

Syneos Health, Inc.*

     7,160        360,721  

West Pharmaceutical Services, Inc.

     1,599        367,930  

Total Health Care

        7,235,922  

Industrials - 18.7%

     

Atkore, Inc.*

     6,733        641,655  

Booz Allen Hamilton Holding Corp.

     3,600        391,860  

CACI International, Inc., Class A*

     1,418        431,114  

Dycom Industries, Inc.*

     2,035        240,496  

Gibraltar Industries, Inc.*

     1,893        96,694  

Graco, Inc.

     5,932        412,749  

IDEX Corp.

     1,800        400,158  

Ingersoll Rand, Inc.

     9,482        478,841  

Knight-Swift Transportation Holdings, Inc.

     5,822        279,631  

RBC Bearings, Inc.*

     3,000        760,590  

Ritchie Bros. Auctioneers, Inc. (Canada)

     10,983        717,519  

SiteOne Landscape Supply, Inc.*

     4,734        548,529  

The Toro Co.

     4,560        480,761  

Total Industrials

        5,880,597  

Information Technology - 22.1%

     

Cognex Corp.

     12,121        560,354  

CyberArk Software, Ltd. (Israel)*

     2,060        323,235  

The Descartes Systems Group, Inc. (Canada)*

     5,712        394,528  

Entegris, Inc.

     5,504        436,687  

Globant SA (Uruguay)*

     3,163        596,795  

HubSpot, Inc.*

     2,484        736,655  

MACOM Technology Solutions Holdings, Inc.*

     5,365        310,472  

Manhattan Associates, Inc.*

     5,722        696,196  

Paycor HCM, Inc.*

     13,735        418,505  

Paylocity Holding Corp.*

     3,675        851,828  

Power Integrations, Inc.

     4,215        281,183  

Rapid7, Inc.*

     4,883        221,053  

Silicon Laboratories, Inc.*

     2,132        245,009  

SS&C Technologies Holdings, Inc.

    

 

4,090

 

 

 

    

 

210,308

 

 

 

 

 

 

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

30


Table of Contents
    

 

    

AMG GW&K Small/Mid Cap Growth Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

     

 

     

    

Shares

     Value  

Information Technology - 22.1%

     

(continued)

     

Tyler Technologies, Inc.*

     851        $275,154  

Zebra Technologies Corp., Class A*

     1,494        423,131  

Total Information Technology

        6,981,093  

Materials - 3.4%

     

AptarGroup, Inc.

     2,909        288,427  

Avient Corp.

     6,182        213,217  

Eagle Materials, Inc.

     1,199        146,650  

RPM International, Inc.

     4,507        426,227  

Total Materials

        1,074,521  

Real Estate - 1.2%

     

Sun Communities, Inc., REIT

     2,776        374,344  

Total Common Stocks
(Cost $34,265,445)

        30,654,463  
     Principal
Amount
        

Short-Term Investments - 3.7%

     

Joint Repurchase Agreements - 1.6%2

 

  

Citigroup Global Markets, Inc., dated 10/31/22, due 11/01/22, 3.000% total to be received $510,000 (collateralized by various U.S. Treasuries, 0.125% - 4.375%, 11/15/31 - 02/15/52, totaling $520,462)

     $509,958        509,958  
      Principal
Amount
     Value  

Repurchase Agreements - 2.1%

 

  

Fixed Income Clearing Corp., dated 10/31/22, due 11/01/22, 2.900% total to be received $670,054 (collateralized by a U.S. Treasury, 1.625%, 05/15/31, totaling $683,465)

     $670,000        $670,000  

Total Short-Term Investments
(Cost $1,179,958)

        1,179,958  

Total Investments - 100.9%
(Cost $35,445,403)

        31,834,421  

Other Assets, less Liabilities - (0.9)%

        (289,265

Net Assets - 100.0%

        $31,545,156  

 

 

 

* 

Non-income producing security.

 

1 

Some of these securities, amounting to $1,104,767 or 3.5% 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 

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

REIT    Real Estate Investment Trust

 

 

     Level 1      Level 2      Level 3      Total  

 Investments in Securities

           

Common Stocks

  

$

30,654,463

 

  

 

 

  

 

 

  

  $

30,654,463

 

Short-Term Investments

           

Joint Repurchase Agreements

          $ 509,958               509,958  

Repurchase Agreements

            670,000               670,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

 Total Investments in Securities

  

$

30,654,463

 

  

$

1,179,958

 

  

 

 

  

  $

31,834,421

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

31


Table of Contents
    

 

    

Statement of Assets and Liabilities

October 31, 2022

 

   

    

 

     

 

 

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

 Assets:

                   

 Investments at value1 (including securities on loan valued at $151,198, $637,837, $1,183,977, and $1,104,767, respectively)

       $140,328,417        $16,482,237        $72,355,139        $31,834,421

 Cash

       594,678        4,683               266,970

 Foreign currency2

              44,625        896,319       

 Receivable for investments sold

              116,197        807,033       

 Dividend and interest receivables

       1,093,081        8,828        86,527        7,104

 Securities lending income receivable

              380        174        289

 Receivable for Fund shares sold

       1,328        171        2,525        907

 Receivable from affiliate

       163        18,891        11,356        9,896

 Prepaid expenses and other assets

 

      

 

13,788

 

 

      

 

3,423

 

 

      

 

8,528

 

 

      

 

7,852

 

 

 Total assets

       142,031,455        16,679,435        74,167,601        32,127,439

 Liabilities:

                   

 Payable upon return of securities loaned

       157,604        383,214        1,256,658        509,958

 Payable for investments purchased

              39,275              

 Payable for Fund shares repurchased

       13,017        52,417        325,886        105

 Payable for foreign capital gains tax

                     24,233       

 Due to custodian

                     252,217       

 Accrued expenses:

                   

 Investment advisory and management fees

       36,550        7,968        37,457        15,862

 Administrative fees

       18,275        2,173        10,216        3,838

 Distribution fees

       364        43        75        6,046

 Shareholder service fees

              1,747        947        268

 Other

 

      

 

89,068

 

 

      

 

82,408

 

 

      

 

136,247

 

 

      

 

46,206

 

 

 Total liabilities

       314,878        569,245        2,043,936        582,283

 

                   

  Net Assets

       $141,716,577        $16,110,190        $72,123,665        $31,545,156

  1 Investments at cost

       $166,058,547        $15,532,016        $80,044,024        $35,445,403

  2 Foreign currency at cost

              $45,913        $941,300       

 

 

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

32


Table of Contents
    

 

    

    

Statement of Assets and Liabilities (continued)

 

   

    

 

     

 

 

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

  Net Assets Represent:

                

  Paid-in capital

       $171,061,413       $20,590,248       $107,268,377       $34,738,637

  Total distributable loss

       (29,344,836 )       (4,480,058 )       (35,144,712 )       (3,193,481 )

  Net Assets

       $141,716,577       $16,110,190       $72,123,665       $31,545,156

  Class N:

                

  Net Assets

       $1,715,755       $180,081       $329,551       $24,993,735

  Shares outstanding

       200,490       26,074       37,613       1,858,483

  Net asset value, offering and redemption price per share

       $8.56       $6.91       $8.76       $13.45

  Class I:

                

  Net Assets

       $137,805,654       $8,519,686       $39,367,094       $6,539,630

  Shares outstanding

       16,094,762       1,246,241       4,433,508       466,712

  Net asset value, offering and redemption price per share

       $8.56       $6.84       $8.88       $14.01

  Class Z:

                

  Net Assets

       $2,195,168       $7,410,423       $32,427,020       $11,791

  Shares outstanding

       256,574       1,089,990       3,654,553       841

  Net asset value, offering and redemption price per share

       $8.56       $6.80       $8.87       $14.02

 

 

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

33


Table of Contents
    

 

    

Statement of Operations

For the fiscal year ended October 31, 2022

 

   

    

 

      

 

 

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

  Investment Income:

                

  Dividend income

             $909,142       $1,427,820       $145,683

  Interest income

       $3,989,503       173       282       133

  Securities lending income

       30       4,195       6,659       11,425

  Foreign withholding tax

             (120,540 )       (90,387 )       (2,854 )

  Total investment income

       3,989,533       792,970       1,344,374       154,387

  Expenses:

                

  Investment advisory and management fees

       505,313       247,455       847,647       217,378

  Administrative fees

       252,657       67,488       231,176       52,592

  Distribution fees - Class N

       4,705       770       1,518       53,569

  Shareholder servicing fees - Class N

       2,823       462       911      

  Shareholder servicing fees - Class I

       114,934       18,550       53,198       3,164

  Professional fees

       66,075       55,833       76,985       32,967

  Registration fees

       29,382       10,797       36,153       26,523

  Custodian fees

       26,347       69,061       155,861       20,104

  Transfer agent fees

       19,501       3,238       8,341       8,065

  Reports to shareholders

       11,612       7,981       23,440       12,441

  Trustee fees and expenses

       11,592       3,157       10,807       2,370

  Interest expense

             8,120       1,041      

  Miscellaneous

       8,016       4,111       8,104       4,200

  Total expenses before offsets

       1,052,957       497,023       1,455,182       433,373

  Expense reimbursements

       (121,994 )       (77,630 )       (11,356 )       (89,139 )

  Expense reductions

                         (2,196 )

  Net expenses

       930,963       419,393       1,443,826       342,038

  

                

  Net investment income (loss)

       3,058,570       373,577       (99,452 )       (187,651 )

  Net Realized and Unrealized Loss:

                

  Net realized gain (loss) on investments

       (3,645,263 )       (4,918,955 )       (25,349,394 )       687,666 1 
         

  Net realized loss on foreign currency transactions

             (60,876 )       (86,225 )      

  Net change in unrealized appreciation/depreciation on investments

       (30,052,410 )       (11,633,429 )       (37,837,055 )       (10,773,348 )

  Net change in unrealized appreciation/depreciation on foreign currency translations

             4,031       (48,355 )      

  Net realized and unrealized loss

       (33,697,673 )       (16,609,229 )       (63,321,029 )       (10,085,682 )

  

                

  Net decrease in net assets resulting from operations

       $(30,639,103)         $(16,235,652)         $(63,420,481)         $(10,273,333)  

1 Includes a non-recurring securities litigation gain of $316,570.

 

 

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

34


Table of Contents
    

 

    

Statements of Changes in Net Assets

For the fiscal years ended October 31,

 

   

    

 

      

 

 

     AMG GW&K
Core Bond ESG Fund
  AMG GW&K
Emerging Markets
Equity Fund
     2022   2021   2022   2021

 Increase (Decrease) in Net Assets Resulting From Operations:

        

Net investment income

     $3,058,570           $2,873,232         $373,577           $333,862    

Net realized gain (loss) on investments

     (3,645,263     4,909,231       (4,979,831     564,430  

Net change in unrealized appreciation/depreciation on investments

     (30,052,410     (7,605,124     (11,629,398     2,359,554  
        

Net increase (decrease) in net assets resulting from operations

     (30,639,103     177,339       (16,235,652     3,257,846  

 Distributions to Shareholders:

        

Class N

     (76,235     (21,649     (2,402     (17,233

Class I

     (7,327,695     (2,789,712     (249,212     (1,069,474

Class Z

     (112,920     (57,930     (382,214     (1,249,608

Total distributions to shareholders

     (7,516,850     (2,869,291     (633,828     (2,336,315

 Capital Share Transactions:1

        

Net increase (decrease) from capital share transactions

     (16,283,055     (9,231,990     (25,653,747     13,857,527  
        

Total increase (decrease) in net assets

     (54,439,008     (11,923,942     (42,523,227     14,779,058  

 Net Assets:

        

Beginning of year

     196,155,585       208,079,527       58,633,417       43,854,359  
        

End of year

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

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

 

 

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

35


Table of Contents
    

 

    

Statements of Changes in Net Assets (continued)

For the fiscal years ended October 31,

 

   

    

 

      

 

 

     AMG GW&K
Emerging Wealth
Equity Fund
    AMG GW&K
Small/Mid Cap
Growth Fund
 
     2022     2021     2022     2021  

 Increase (Decrease) in Net Assets Resulting From Operations:

        

Net investment loss

     $(99,452     $(547,863     $(187,651     $(375,973

Net realized gain (loss) on investments

     (25,435,619     2,871,609       687,666       16,012,613  

Net change in unrealized appreciation/depreciation on investments

     (37,885,410     (5,026,545     (10,773,348     (137,250
        

Net increase (decrease) in net assets resulting from operations

     (63,420,481     (2,702,799     (10,273,333     15,499,390  

 Distributions to Shareholders:

        

 From net investment income and/or realized gain on investments:

        

Class N

     (10,519                 (14,397,541

Class I

     (417,335                 (3,078,320

Class Z

     (1,915,232     (35,421            

 From paid-in capital:

        

Class N

                       (674,816

Class I

                       (144,282

Total distributions to shareholders

     (2,343,086     (35,421           (18,294,959

 Capital Share Transactions:1

        

Net increase (decrease) from capital share transactions

     (87,822,351     18,163,731       (2,280,329     11,502,921  
        

Total increase (decrease) in net assets

     (153,585,918     15,425,511       (12,553,662     8,707,352  

 Net Assets:

        

Beginning of year

     225,709,583       210,284,072       44,098,818       35,391,466  
        

End of year

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

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

 

 

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

36


Table of Contents
    

 

AMG GW&K Core Bond ESG Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class N    2022     2021     2020     2019     2018  

 Net Asset Value, Beginning of Year

     $10.75         $10.90         $10.53         $9.67         $10.14    

 Income (loss) from Investment Operations:

          

Net investment income1,2

     0.14       0.12       0.18       0.21       0.18  

Net realized and unrealized gain (loss) on investments

     (1.93     (0.15     0.37       0.86       (0.46

 

          

Total income (loss) from investment operations

     (1.79     (0.03     0.55       1.07       (0.28

 Less Distributions to Shareholders from:

          

Net investment income

     (0.15     (0.12     (0.18     (0.21     (0.19

Net realized gain on investments

     (0.25                        

 

          

Total distributions to shareholders

     (0.40     (0.12     (0.18     (0.21     (0.19

 Net Asset Value, End of Year

     $8.56       $10.75       $10.90       $10.53       $9.67  

 

          

 Total Return2,3

     (17.18 )%      (0.27 )%      5.31     11.20     (2.79 )% 

Ratio of net expenses to average net assets

     0.88     0.88     0.88     0.88     0.88

Ratio of gross expenses to average net assets4

     0.95     0.94     0.96     0.95     0.93

Ratio of net investment income to average net assets2

     1.49     1.12     1.69     2.10     1.88

Portfolio turnover

     34     62     56     48     17

Net assets end of year (000’s) omitted

     $1,716       $2,125       $1,905       $1,255       $502  
                                          

 

 

 

37


Table of Contents
    

 

AMG GW&K Core Bond ESG Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class I    2022   2021   2020   2019   2018

 Net Asset Value, Beginning of Year

     $10.76         $10.90         $10.54         $9.67         $10.15  

 Income (loss) from Investment Operations:

          

Net investment income1,2

     0.18       0.16       0.22       0.24       0.22  

Net realized and unrealized gain (loss) on investments

     (1.95     (0.14     0.36       0.88       (0.48
          

Total income (loss) from investment operations

     (1.77     0.02       0.58       1.12       (0.26

 Less Distributions to Shareholders from:

          

Net investment income

     (0.18     (0.16     (0.22     (0.25     (0.22

Net realized gain on investments

     (0.25                        
          

Total distributions to shareholders

     (0.43     (0.16     (0.22     (0.25     (0.22

 Net Asset Value, End of Year

     $8.56       $10.76       $10.90       $10.54       $9.67  
          

 Total Return2,3

     (16.99 )%      0.15     5.55     11.70     (2.59 )% 

Ratio of net expenses to average net assets

     0.55     0.56     0.55     0.55     0.56

Ratio of gross expenses to average net assets4

     0.62     0.62     0.63     0.62     0.61

Ratio of net investment income to average net assets2

     1.82     1.44     2.01     2.42     2.20

Portfolio turnover

     34     62     56     48     17

Net assets end of year (000’s) omitted

     $137,806       $190,306       $202,363       $212,801       $264,795  
                                          

 

 

 

38


Table of Contents
    

 

AMG GW&K Core Bond ESG Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class Z    2022     2021     2020     2019     2018  

 Net Asset Value, Beginning of Year

     $10.75       $10.90       $10.53       $9.67       $10.14  

 Income (loss) from Investment Operations:

          

Net investment income1,2

     0.18       0.16       0.22       0.25       0.23  

Net realized and unrealized gain (loss) on investments

     (1.94     (0.15     0.38       0.87       (0.47
          

Total income (loss) from investment operations

     (1.76     0.01       0.60       1.12       (0.24

 Less Distributions to Shareholders from:

          

Net investment income

     (0.18     (0.16     (0.23     (0.26     (0.23

Net realized gain on investments

     (0.25                        
          

Total distributions to shareholders

     (0.43     (0.16     (0.23     (0.26     (0.23

 Net Asset Value, End of Year

     $8.56       $10.75       $10.90       $10.53       $9.67  
          

 Total Return2,3

     (16.85 )%      0.13     5.73     11.71     (2.42 )% 

Ratio of net expenses to average net assets

     0.48     0.48     0.48     0.48     0.48

Ratio of gross expenses to average net assets4

     0.55     0.54     0.56     0.55     0.53

Ratio of net investment income to average net assets2

     1.89     1.52     2.09     2.50     2.28

Portfolio turnover

     34     62     56     48     17

Net assets end of year (000’s) omitted

     $2,195       $3,724       $3,812       $3,208       $5,005  
                                          

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

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

 

4 

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

 

 

39


Table of Contents
    

 

AMG GW&K Emerging Markets Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class N    2022     2021     2020     2019     2018  

 Net Asset Value, Beginning of Year

     $10.30       $9.73       $9.52       $8.61       $10.11  

 Income (loss) from Investment Operations:

          

Net investment income1,2

     0.04       0.02       0.01       0.14       0.11  

Net realized and unrealized gain (loss) on investments

     (3.37     0.96       0.70       1.04       (1.54
          

Total income (loss) from investment operations

     (3.33     0.98       0.71       1.18       (1.43

 Less Distributions to Shareholders from:

          

Net investment income

     (0.02     (0.07     (0.06     (0.17     (0.07

Net realized gain on investments

     (0.04     (0.34     (0.44     (0.10      
          

Total distributions to shareholders

     (0.06     (0.41     (0.50     (0.27     (0.07

 Net Asset Value, End of Year

     $6.91       $10.30       $9.73       $9.52       $8.61  
          

 Total Return2,3

     (32.50 )%      9.85     7.55     13.94     (14.24 )% 

Ratio of net expenses to average net assets

     1.29 %4      1.27 %5      1.34     1.30     1.27

Ratio of gross expenses to average net assets6

     1.46     1.37 %5      1.52     1.30     1.27

Ratio of net investment income to average net assets2

     0.47     0.20     0.13     1.52     1.12

Portfolio turnover

     46     36     40     123     24

Net assets end of year (000’s) omitted

     $180       $414       $412       $520       $289  
                                          

 

 

40


Table of Contents
    

 

AMG GW&K Emerging Markets Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class I    2022     2021     2020     2019     2018  

 Net Asset Value, Beginning of Year

     $10.21       $9.69       $9.48       $8.60       $10.11  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.07       0.06       0.04       0.17       0.13  

 Net realized and unrealized gain (loss) on investments

     (3.33     0.95       0.69       1.04       (1.53

 

          

 Total income (loss) from investment operations

     (3.26     1.01       0.73       1.21       (1.40

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.07     (0.15     (0.08     (0.23     (0.11

 Net realized gain on investments

     (0.04     (0.34     (0.44     (0.10      

 

          

 Total distributions to shareholders

     (0.11     (0.49     (0.52     (0.33     (0.11

 Net Asset Value, End of Year

     $6.84       $10.21       $9.69       $9.48       $8.60  

 

          

 Total Return2,3

     (32.28 )%      10.13     7.91     14.34     (13.94 )% 

 Ratio of net expenses to average net assets

     0.99 %4      0.95 %5      1.01     0.97     0.99

 Ratio of gross expenses to average net assets6

     1.16     1.05 %5      1.19     0.97     0.99

 Ratio of net investment income to average net assets2

     0.77     0.52     0.47     1.85     1.40

 Portfolio turnover

     46     36     40     123     24

 Net assets end of year (000’s) omitted

     $8,520       $24,571       $19,251       $24,100       $11,210  
                               

 

 

41


Table of Contents
    

 

AMG GW&K Emerging Markets Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class Z    2022     2021     2020     2019     2018  

 Net Asset Value, Beginning of Year

     $10.15       $9.64       $9.43       $8.56       $10.06  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.08       0.07       0.05       0.18       0.15  

 Net realized and unrealized gain (loss) on investments

     (3.31     0.93       0.69       1.02       (1.53

 

          

 Total income (loss) from investment operations

     (3.23     1.00       0.74       1.20       (1.38

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.08     (0.15     (0.09     (0.23     (0.12

 Net realized gain on investments

     (0.04     (0.34     (0.44     (0.10      

 

          

 Total distributions to shareholders

     (0.12     (0.49     (0.53     (0.33     (0.12

 Net Asset Value, End of Year

     $6.80       $10.15       $9.64       $9.43       $8.56  

 

          

 Total Return2,3

     (32.20 )%      10.15     8.01     14.39     (13.88 )% 

 Ratio of net expenses to average net assets

     0.89 %4      0.87 %5      0.94     0.90     0.87

 Ratio of gross expenses to average net assets6

     1.06     0.97 %5      1.12     0.90     0.87

 Ratio of net investment income to average net assets2

     0.87     0.60     0.53     1.92     1.52

 Portfolio turnover

     46     36     40     123     24

 Net assets end of year (000’s) omitted

     $7,410       $33,648       $24,191       $31,727       $133,688  
                               

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

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

 

4 

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

 

5 

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

 

6 

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

 

 

42


Table of Contents
    

 

AMG GW&K Emerging Wealth Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class N    2022     2021     2020     2019     2018  

 Net Asset Value, Beginning of Year

     $13.41       $13.28       $11.93       $10.38       $12.94  

 Income (loss) from Investment Operations:

          

 Net investment income (loss)1,2

     (0.05     (0.09     (0.04     0.10       0.06  

 Net realized and unrealized gain (loss) on investments

     (4.45     0.22       1.72       1.95       (1.88

  

          

 Total income (loss) from investment operations

     (4.50     0.13       1.68       2.05       (1.82

 Less Distributions to Shareholders from:

          

 Net investment income

                 (0.06     (0.06     (0.05

 Net realized gain on investments

     (0.15           (0.27     (0.44     (0.69

  

          

 Total distributions to shareholders

     (0.15           (0.33     (0.50     (0.74

 Net Asset Value, End of Year

     $8.76       $13.41       $13.28       $11.93       $10.38  

  

          

 Total Return2,3

     (33.89 )%      0.98     14.37     20.82     (15.16 )% 

 Ratio of net expenses to average net assets

     1.30 %4      1.22     1.26     1.37 %5      1.45 %5,6 

 Ratio of gross expenses to average net assets7

     1.31     1.22     1.26     1.37 %5      1.45 %5 

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

     (0.43 )%      (0.59 )%      (0.35 )%      0.93     0.49

 Portfolio turnover

     63     57     37     40     37

 Net assets end of year (000’s) omitted

     $330       $967       $1,716       $2,007       $1,940  
                               

 

 

43


Table of Contents
    

 

AMG GW&K Emerging Wealth Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class I    2022     2021     2020     2019     2018    

 Net Asset Value, Beginning of Year

     $13.55       $13.38       $12.03       $10.44       $12.96  

 Income (loss) from Investment Operations:

          

 Net investment income (loss)1,2

     (0.01     (0.05     (0.01     0.14       0.09  

 Net realized and unrealized gain (loss) on investments

     (4.51     0.22       1.73       1.96       (1.88

 

          

 Total income (loss) from investment operations

     (4.52     0.17       1.72       2.10       (1.79

 Less Distributions to Shareholders from:

          

 Net investment income

                 (0.10     (0.07     (0.04

 Net realized gain on investments

     (0.15           (0.27     (0.44     (0.69

 

          

 Total distributions to shareholders

     (0.15           (0.37     (0.51     (0.73

 Net Asset Value, End of Year

     $8.88       $13.55       $13.38       $12.03       $10.44  

 

          

 Total Return2,3

     (33.68 )%      1.27     14.63     21.15     (14.89 )% 

 Ratio of net expenses to average net assets

     1.00 %4      0.93     0.97     1.08 %5      1.19 %5,6 

 Ratio of gross expenses to average net assets7

     1.01     0.93     0.97     1.08 %5      1.19 %5 

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

     (0.13 )%      (0.30 )%      (0.06 )%      1.22     0.75

 Portfolio turnover

     63     57     37     40     37

 Net assets end of year (000’s) omitted

     $39,367       $41,453       $22,813       $6,328       $2,539  
                               

 

 

44


Table of Contents
    

 

AMG GW&K Emerging Wealth Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class Z    2022     2021     2020     2019     2018    

 Net Asset Value, Beginning of Year

     $13.52       $13.34       $11.99       $10.41       $12.97  

 Income (loss) from Investment Operations:

          

 Net investment income (loss)1,2

     (0.00 )8      (0.03     0.01       0.15       0.11  

 Net realized and unrealized gain (loss) on investments

     (4.50     0.21       1.72       1.96       (1.89

 

          

 Total income (loss) from investment operations

     (4.50     0.18       1.73       2.11       (1.78

 Less Distributions to Shareholders from:

          

 Net investment income

           (0.00 )8      (0.11     (0.09     (0.09

 Net realized gain on investments

     (0.15           (0.27     (0.44     (0.69

 

          

 Total distributions to shareholders

     (0.15     (0.00 )8      (0.38     (0.53     (0.78

 Net Asset Value, End of Year

     $8.87       $13.52       $13.34       $11.99       $10.41  

 

          

 Total Return2,3

     (33.61 )%      1.37     14.75     21.34     (14.87 )% 

 Ratio of net expenses to average net assets

     0.90 %4      0.82     0.86     0.97 %5      1.05 %5,6 

 Ratio of gross expenses to average net assets7

     0.91     0.82     0.86     0.97 %5      1.05 %5 

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

     (0.03 )%      (0.19 )%      0.05     1.33     0.89

 Portfolio turnover

     63     57     37     40     37

 Net assets end of year (000’s) omitted

     $32,427       $183,290       $185,755       $105,069       $60,443  
                               

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

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

 

4 

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

 

5 

Such ratio includes recapture of waived/reimbursed fees from prior periods amounting to 0.02% and 0.07% for the fiscal years ended October 31, 2019 and 2018, respectively.

 

6 

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

 

7 

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

 

8 

Less than $(0.005) per share.

 

 

45


Table of Contents
    

 

AMG GW&K Small/Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class N    2022     2021     2020     2019     2018    

 Net Asset Value, Beginning of Year

     $17.67       $21.14       $17.02       $16.90       $15.30  

 Income (loss) from Investment Operations:

          

 Net investment loss1,2

     (0.08     (0.17     (0.17     (0.08     (0.12

 Net realized and unrealized gain (loss) on investments

     (4.14     7.74       4.29       0.20       1.72  

 

          

 Total income (loss) from investment operations

     (4.22     7.57       4.12       0.12       1.60  

 Less Distributions to Shareholders from:

          

 Net realized gain on investments

           (10.55                  

 Paid in capital

           (0.49                  

 

          

 Total distributions to shareholders

           (11.04                  

 Net Asset Value, End of Year

     $13.45       $17.67       $21.14       $17.02       $16.90  

 

          

 Total Return2,3

     (23.88 )%4      46.66     24.27     0.71     10.46

 Ratio of net expenses to average net assets5

     1.00     1.17     1.29 %6      1.30     1.31

 Ratio of gross expenses to average net assets7

     1.25     1.42     1.60     1.47     1.43

 Ratio of net investment loss to average net assets2

     (0.56 )%      (0.91 )%      (0.92 )%      (0.48 )%      (0.73 )% 

 Portfolio turnover

     23     158     126     138     161

 Net assets end of year (000’s) omitted

     $24,994       $37,471       $28,908       $30,717       $37,232  
                               

 

 

46


Table of Contents
    

 

AMG GW&K Small/Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class I    2022     2021     2020     2019     2018    

 Net Asset Value, Beginning of Year

     $18.39       $21.60       $17.35       $17.20       $15.54  

 Income (loss) from Investment Operations:

          

 Net investment loss1,2

     (0.06     (0.15     (0.14     (0.05     (0.09

 Net realized and unrealized gain (loss) on investments

     (4.32     7.98       4.39       0.20       1.75  

 

          

 Total income (loss) from investment operations

     (4.38     7.83       4.25       0.15       1.66  

 Less Distributions to Shareholders from:

          

 Net realized gain on investments

           (10.55                  

 Paid in capital

           (0.49                  

 

          

 Total distributions to shareholders

           (11.04                  

 Net Asset Value, End of Year

     $14.01       $18.39       $21.60       $17.35       $17.20  
          

 Total Return2,3

     (23.82 )%4      46.94     24.48     0.93     10.68

 Ratio of net expenses to average net assets5

     0.86     1.02     1.10 %6      1.10     1.10

 Ratio of gross expenses to average net assets7

     1.11     1.27     1.41     1.27     1.22

 Ratio of net investment loss to average net assets2

     (0.42 )%      (0.76 )%      (0.73 )%      (0.28 )%      (0.52 )% 

 Portfolio turnover

     23     158     126     138     161

 Net assets end of year (000’s) omitted

     $6,540       $6,612       $6,483       $14,608       $65,802  
                               

 

 

47


Table of Contents
    

 

AMG GW&K Small/Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period

 

   

    

 

      

 

 

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

 Net Asset Value, Beginning of Period

     $18.39       $17.84  

 Income (loss) from Investment Operations:

    

 Net investment loss1,2

     (0.06     (0.01

 Net realized and unrealized gain (loss) on investments

     (4.31     0.56  
    

 Total income (loss) from investment operations

     (4.37     0.55  

 Net Asset Value, End of Period

     $14.02       $18.39  
    

 Total Return2,3

     (23.76 )%4      3.08 %9 

 Ratio of net expenses to average net assets10

     0.81     0.82 %11 

 Ratio of gross expenses to average net assets7

     1.06     1.13 %11 

 Ratio of net investment loss to average net assets2

     (0.37 )%      (0.49 )%11 

 Portfolio turnover

     23     158

 Net assets end of period (000’s) omitted

     $12       $15  
                  

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

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

 

4 

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

 

5 

Includes reduction from broker recapture amounting to 0.01%, less than 0.01%, 0.01%, less than 0.01% and 0.01% for the fiscal years ended 2022, 2021, 2020, 2019 and 2018, respectively.

 

6 

Includes interest expense of 0.01%.

 

7 

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

 

8 

Commencement of operations was on August 31, 2021.

 

9 

Not annualized.

 

10 

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

 

11 

Annualized.

 

 

48


Table of Contents
    

 

    

Notes to Financial Statements

October 31, 2022

 

   

    

 

      

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds, AMG Funds I and AMG Funds IV (the “Trusts”) are open-end management investment companies. AMG Funds and AMG Funds I are organized as Massachusetts business trusts, while AMG Funds IV is organized as a Delaware Statutory Trust. The Trusts are registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trusts consist of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Funds I: AMG GW&K Core Bond ESG Fund (“Core Bond ESG”), AMG Funds: AMG GW&K Emerging Markets Equity Fund (“Emerging Markets Equity”) and AMG GW&K Emerging Wealth Equity Fund (“Emerging Wealth Equity”) and AMG Funds IV: AMG GW&K Small/Mid Cap Growth Fund (“Small/Mid Cap Growth”), each a “Fund” and collectively, the “Funds”.

Each Fund offers Class N, Class I and Class Z shares. Each class represents an interest in the same assets of the respective Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may have different net asset values per share to the extent the share classes pay different distribution amounts and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

Market 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

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

Fixed income securities purchased with a remaining maturity exceeding 60 days are valued at the evaluated bid price provided by an authorized pricing service or, if an evaluated price is not available, by reference to other securities which are

considered comparable in credit rating, interest rate, due date and other features (generally referred to as “matrix pricing”) or other similar pricing methodologies.

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

The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third party pricing services 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 Trusts’ securities valuation procedures, the Valuation Committee, seeks to determine the price that a 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.

Effective September 8, 2022, the Funds adopted the requirements of Rule 2a-5 under the 1940 Act (“Rule 2a-5”), which the Funds’ Board designated the Funds’ Investment Manager as the Funds’ Valuation Designee to perform the Funds’ fair value determinations. Such determinations are subject to Board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Investment Manager’s fair value determinations. Other than the designation of the Investment Manager as the

 

 

 

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Valuation Designee, the Funds’ adoption of Rule 2-a5 did not impact how the Funds determine fair value or the carrying amount of investments held in the Funds.

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

The three-tier hierarchy of inputs is summarized below:

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

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

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

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments.

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date, and if after the fact, as soon as the

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

Small/Mid Cap Growth had certain portfolio trades directed to various brokers under a brokerage recapture program. Credits received from the brokerage recapture program are earned and paid on a monthly basis, and are recorded as expense offsets, which serve to reduce the Fund’s overall expense ratio. For the fiscal year ended October 31, 2022, the impact on the expenses and expense ratios was $2,196 or 0.01%.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from net investment income will normally be declared and paid monthly for Core Bond ESG and annually for Emerging Markets Equity, Emerging Wealth Equity and Small/Mid Cap Growth. Realized net capital gains distributions, if any, will normally be declared and paid at least annually in December. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are primarily due to net operating losses. Temporary differences are primarily due to wash sale loss deferrals, the deferral of qualified late year ordinary losses and mark to market on passive foreign investment companies.

 

 

 

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The tax character of distributions paid during the fiscal years ended October 31, 2022 and October 31, 2021 were as follows:

 

     Core Bond ESG      Emerging Markets Equity  

  Distributions paid from:

               2022                            2021                            2022                            2021            

  Ordinary income *

     $3,496,989        $2,869,291        $422,590        $711,110  

  Long-term capital gains

     4,019,861               211,238        1,625,205  
  

 

 

    

 

 

    

 

 

    

 

 

 
     $7,516,850        $2,869,291        $633,828        $2,336,315  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Emerging Wealth Equity      Small/Mid Cap Growth  

  Distributions paid from:

     2022        2021        2022        2021  

  Ordinary income *

            $35,159               $9,053,185  

  Long-term capital gains

     $2,343,086        262               8,422,676  

  Paid-in capital

                          819,098  
  

 

 

    

 

 

    

 

 

    

 

 

 
     $2,343,086        $35,421               $18,294,959  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

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

As of October 31, 2022, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

     Core Bond ESG      Emerging Markets Equity      Emerging Wealth Equity      Small/Mid Cap Growth  

  Capital loss carryforward

     $3,488,405        $5,533,255        $25,084,682         

  Undistributed ordinary income

     39,674        844,855                

  Undistributed long-term capital gains

                          $623,573  

  Late-year ordinary loss deferral

                          142,167  

At October 31, 2022, the cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

  Fund    Cost      Appreciation      Depreciation     Net Appreciation
(Depreciation)
 

  Core Bond ESG

     $166,224,522               $(25,896,105     $(25,896,105

  Emerging Markets Equity

     16,272,503        $3,341,319        (3,132,977     208,342  

  Emerging Wealth Equity

     82,333,719        11,491,326        (21,551,356     (10,060,030

  Small/Mid Cap Growth

     35,508,113        2,632,339        (6,306,031     (3,673,692

 

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 October 31, 2022, 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 October 31, 2022, the following Funds had capital loss carryovers for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.

 

  Fund    Short-Term      Long-Term      Total  

  Core Bond ESG

     $2,158,393        $1,330,012        $3,488,405  

  Emerging Markets Equity

     5,063,289        469,966        5,533,255  

  Emerging Wealth Equity

     25,084,682               25,084,682  
 

 

 

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As of October 31, 2022, Small/Mid Cap Growth had no capital loss carryovers for federal income tax purposes. Should the Fund incur net capital losses for the fiscal year ended October 31, 2023, such amounts may be used to offset future realized capital gains indefinitely, and retain their character as either short-term and/or long-term.

 

 

g. CAPITAL STOCK

The Trusts’ Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date.

For the fiscal years ended October 31, 2022 and October 31, 2021, the capital stock transactions by class for the Funds were as follows:

 

     Core Bond ESG     Emerging Markets Equity  
     October 31, 2022     October 31, 2021     October 31, 2022     October 31, 2021  
     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

  Class N:

                

  Shares sold

     22,776       $217,694       57,167       $617,603       4,865       $42,095       26,050       $301,090  

  Shares issued in reinvestment of distributions

     7,601       76,235       1,982       21,505       247       2,401       1,571       17,233  

  Shares redeemed

     (27,512     (279,182     (36,310     (394,283     (19,283     (154,135     (29,702     (340,566
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

     2,865       $14,747       22,839       $244,825       (14,171     $(109,639     (2,081     $(22,243
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class I:

                

  Shares sold

     1,103,881       $10,593,164       1,732,406       $18,782,363       1,148,293       $10,979,868       635,502       $7,074,008  

  Shares issued in reinvestment of distributions

     700,717       7,022,680       244,961       2,659,029       9,086       87,225       35,661       386,561  

  Shares redeemed

     (3,401,399     (32,959,317     (2,843,986     (30,881,158     (2,318,478     (18,580,334     (251,494     (2,698,418
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

     (1,596,801     $(15,343,473     (866,619     $(9,439,766     (1,161,099     $(7,513,241     419,669       $4,762,151  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class Z:

                

  Shares sold

     14,006       $139,190       58,501       $638,670       52,545       $454,281       762,904       $8,699,676  

  Shares issued in reinvestment of distributions

     11,298       112,920       5,343       57,930       40,063       382,197       115,827       1,248,619  

  Shares redeemed

     (115,151     (1,206,439     (67,164     (733,649     (2,316,286     (18,867,345     (75,374     (830,676
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

     (89,847     $(954,329     (3,320     $(37,049     (2,223,678     $(18,030,867     803,357       $9,117,619  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Emerging Wealth Equity     Small/Mid Cap Growth  
     October 31, 2022     October 31, 2021     October 31, 2022     October 31, 2021  
     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

  Class N:

                

  Shares sold

     3,331       $38,813       8,974       $138,021       50,329       $758,167       91,217       $1,757,478  

  Shares issued in reinvestment of distributions

     832       10,519                               972,672       14,770,300  

  Shares redeemed

     (38,704     (443,345     (66,077     (967,375     (311,956     (4,746,914     (311,010     (5,726,959
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

     (34,541     $(394,013     (57,103     $(829,354     (261,627     $(3,988,747     752,879       $10,800,819  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class I:

                

  Shares sold

     4,020,886       $51,172,610       1,993,990       $30,549,706       168,904       $2,592,371       42,998       $900,118  

  Shares issued in reinvestment of distributions

     32,510       415,801                               202,482       3,199,629  

  Shares redeemed

     (2,679,906     (30,270,347     (639,402     (9,207,782     (61,724     (883,953     (186,045     (3,412,645
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase

     1,373,490       $21,318,064       1,354,588       $21,341,924       107,180       $1,708,418       59,435       $687,102  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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     Emerging Wealth Equity     Small/Mid Cap Growth  
     October 31, 2022     October 31, 2021     October 31, 2022      October 31, 2021  
     Shares     Amount     Shares     Amount         Shares              Amount              Shares              Amount      

  Class Z:1

                   

  Shares sold

     574,616       $7,156,896       3,554,557       $54,731,525                     841        $15,000  

  Shares issued in reinvestment of distributions

     8,097       103,399       162       2,470                             

  Shares redeemed

     (10,481,116     (116,006,697     (3,925,460     (57,082,834                           
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

  Net increase (decrease)

     (9,898,403     $(108,746,402     (370,741     $(2,348,839                   841        $15,000  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

1 

Commencement of operations for Small/Mid Cap Growth was on August 31, 2021.

At October 31, 2022, certain affiliated and unaffiliated shareholders of record individually or collectively held greater than 10% of the net assets of the Funds as follows: Emerging Markets Equity - two own 19%. Transactions by these shareholders may have a material impact on the Fund.

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party and bilateral repurchase agreements for temporary cash management purposes and 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 October 31, 2022, the market value of Repurchase Agreements outstanding for Core Bond ESG, Emerging Markets Equity, Emerging Wealth Equity and Small/Mid Cap Growth were $3,802,604, $468,214, $1,256,658 and $1,179,958, respectively.

i. FOREIGN CURRENCY TRANSLATION

The books and records of the Funds are maintained in U.S. Dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. Dollars are translated into U.S. Dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income and expenses are converted into U.S. Dollars based on currency exchange rates prevailing on the respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holdings of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions and foreign currency exchange contracts; and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

The Funds do not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of

securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trusts have entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. 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, who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in GW&K.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the fiscal year ended October 31, 2022, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

 

  Core Bond ESG

   0.30%    

  Emerging Markets Equity

   0.55%    

  Emerging Wealth Equity

   0.55%    

  Small/Mid Cap Growth1

   0.62%    

 

1 

Prior to June 18, 2021, the annual rate was 0.90%.

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

The Investment Manager has contractually agreed, through at least March 1, 2023 for Core Bond ESG, Emerging Markets Equity, Emerging Wealth Equity, and Small/Mid Cap Growth, 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

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

respect to securities sold short, acquired fund fees and expenses and extraordinary expenses) of Core Bond ESG, Emerging Markets Equity, Emerging Wealth Equity, and Small/Mid Cap Growth to 0.48%, 0.87%, 0.90%, and 0.82%, respectively, of each Fund’s average daily net assets (this annual rate or such other annual rate that may be in effect from time to time, the “Expense Cap”), subject to later reimbursement by the Funds in certain circumstances. Prior to June 18 2021, the total annual Fund operating expense limitation was 1.03% of Small/Mid Cap Growth’s average daily net assets.

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 October 31, 2022, the Funds’ expiration of reimbursements subject to recoupment is as follows:

 

  Expiration

  Period

   Core Bond ESG      Emerging Markets Equity      Emerging Wealth Equity  

  Less than 1 year

     $159,696        $78,697         

  1-2 years

     129,634        58,087         

  2-3 years

     121,994        77,630        $11,356  
  

 

 

    

 

 

    

 

 

 

  Total

     $411,324        $214,414        $11,356  
  

 

 

    

 

 

    

 

 

 

 

  Expiration

  Period

   Small/Mid Cap Growth  

  Less than 1 year

     $111,190  

  1-2 years

     103,778  

  2-3 years

     89,139  
  

 

 

 

  Total

     $304,107  
  

 

 

 

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 of each Fund, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset-based sales charges. Pursuant to the Plan, each Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each Fund’s Class N shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorized payments to the Distributor up to 0.25% annually of each Fund’s average daily net assets attributable to the Class N shares. For Small/Mid Cap Growth, the Plan is characterized as a reimbursement plan and is directly tied to expenses incurred by the Distributor; the payments the Distributor receives during any year may not exceed its actual expenses. The impact on the Class N annualized expense ratios for the fiscal year ended October 31, 2022, were 0.25% for Core Bond ESG, Emerging Markets Equity, and Emerging Wealth Equity and 0.19% for Small/Mid Cap Growth.

For Class N of Core Bond ESG, Emerging Markets Equity and Emerging Wealth Equity and for each of the Class I shares, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to financial intermediaries, such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. The Class N and Class I shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class’s average daily net assets as shown in the table below.

The impact on the annualized expense ratios for the fiscal year ended October 31, 2022, were as follows:

 

     Maximum Annual        Actual    
     Amount        Amount    
  Fund    Approved        Incurred    

  Core Bond ESG

     

  Class N

     0.15%        0.15%  

  Class I

     0.10%        0.07%  

  Emerging Markets Equity

 

  Class N

     0.15%        0.15%  

  Class I

     0.15%        0.10%  

  Emerging Wealth Equity

     

  Class N

     0.15%        0.15%  

  Class I

     0.15%        0.10%  

  Small/Mid Cap Growth

     

  Class I*

     0.05%        0.05%  

 

*

Prior to June 18, 2021, the maximum annual amount approved was 0.15%. Effective, June 18, 2021, the shareholder servicing fees for Class N was eliminated.

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

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.

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits certain eligible funds in the AMG Funds Family to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds Family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and interest expense, respectively. At October 31, 2022, the Funds had no interfund loans outstanding.

The following Funds utilized the interfund loan program during the fiscal year ended October 31, 2022 as follows:

 

  Fund    Average
Lent
     Number
of Days
     Interest
Earned
     Average
Interest Rate
 

Core Bond ESG

     $1,707,714        13        $771        1.268 %     

Emerging Markets Equity

     1,695,398        4        173        0.930 %     

Emerging Wealth Equity

     2,214,957        5        282        0.928 %     

Small/Mid Cap Growth

     175,689        7        133        3.940 %     
  Fund    Average
Borrowed
     Number
of Days
     Interest
Paid
     Average
Interest Rate
 

Emerging Markets Equity

     $5,750,002        20        $8,120        2.577 %     

Emerging Wealth Equity

     1,883,694        12        1,041        1.681 %     

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the fiscal year ended October 31, 2022, were as follows:

 

     Long Term Securities  
  Fund    Purchases      Sales  

  Core Bond ESG

     $23,183,411        $36,270,740      

  Emerging Markets Equity

     19,825,477        43,336,350      

  Emerging Wealth Equity

     94,847,843        183,782,480      

  Small/Mid Cap Growth

     8,089,761        10,660,698      

Core Bond ESG purchases and sales of U.S. Government obligations during the fiscal year ended October 31, 2022 were $32,736,095 and $34,878,482, respectively.

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 and cannot be sold or pledged. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities as soon as practical, which is normally within three business days.

The value of securities loaned on positions held, cash collateral and securities collateral received at October 31, 2022, were as follows:

 

  Fund   Securities
Loaned
  Cash
Collateral
Received
  Securities
Collateral
Received
 

Total

Collateral

Received

Core Bond ESG

  $151,198   $157,604     $157,604    

Emerging Markets Equity

  637,837   383,214   $249,263   632,477    

Emerging Wealth Equity

  1,183,977   1,256,658     1,256,658    

Small/Mid Cap Growth

  1,104,767   509,958   630,523   1,140,481    

The following table summarizes the securities received as collateral for securities lending at October 31, 2022:

 

  Fund  

Collateral

Type

   Coupon
Range
   Maturity
Date Range

Emerging Markets Equity

 

U.S. Treasury Obligations

   0.125%-4.750%    02/28/23-11/15/50    

Small/Mid Cap Growth

 

U.S. Treasury Obligations

   0.000%-4.750%    01/12/23-11/15/51    

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

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

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. GEOGRAPHICAL FOCUS RISK

Emerging Markets Equity and Emerging Wealth Equity are particularly susceptible to risks in the Greater China region, which consists of the People’s Republic of China (“PRC”), Hong Kong, Taiwan or issuers that are not located in the Greater China region, but derive a majority (over 50%) of their income from the Greater China region. Economies in the Greater China region are dependent on the economies of other countries and can be significantly affected by currency fluctuations and increasing competition from other emerging economies in Asia with lower costs. Adverse events in any one country within the region may impact the other countries in the region or Asia as a whole. Markets in the Greater China region can experience significant volatility due to social, economic, regulatory and political uncertainties. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility and other events. U.S. or foreign government restrictions or intervention could negatively affect the implementation of the Fund’s investment strategies, for example by precluding the Funds from making certain investments or causing the Funds to sell investments at disadvantageous times. China has yet to develop comprehensive securities, corporate, or

commercial laws, its market is relatively new and less developed, and its economy may be adversely impacted by a slowdown in export growth. Each Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund and may result in losses.

7. COMMITMENTS AND CONTINGENCIES

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

8. MASTER NETTING AGREEMENTS

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

 

 

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of October 31, 2022:

 

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

Offset

Amount

 

Net

Asset

Balance

 

Collateral

Received

 

Net

Amount

                      

  Core Bond ESG

                    

  HSBC Securities USA, Inc.

       $157,604                                           $157,604                    $157,604                            

  Fixed Income Clearing Corp.

       3,645,000             3,645,000       3,645,000      
    

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

  Total

                   $3,802,604                   —                   $3,802,604               $3,802,604                   —
    

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

                      

  Emerging Markets Equity

                    

  National Bank Financial

       $383,214             $383,214       $383,214      

  Fixed Income Clearing Corp.

       85,000             85,000       85,000      
    

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

  Total

       $468,214             $468,214       $468,214      
    

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

                      

  Emerging Wealth Equity

                    

  Citigroup Global Markets, Inc.

       $256,658             $256,658       $256,658      

  RBC Dominion Securities, Inc.

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

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

  Total

       $1,256,658             $1,256,658       $1,256,658      
    

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

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

Offset

Amount

    

Net

Asset

Balance

    

Collateral

Received

    

Net

Amount

 

 

 
                                    

  Small/Mid Cap Growth

              

  Citigroup Global Markets, Inc.

        $509,958                  $509,958           $509,958         

  Fixed Income Clearing Corp.

          670,000                    670,000             670,000         
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

  Total

     $1,179,958                —                $1,179,958        $1,179,958                —          
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

9. SUBSEQUENT EVENTS

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

 

 

 

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Report of Independent Registered Public Accounting Firm

 

   

    

 

      

 

TO THE BOARD OF TRUSTEES OF AMG FUNDS, AMG FUNDS I, AND AMG FUNDS IV AND SHAREHOLDERS OF AMG GW&K CORE BOND ESG FUND, AMG GW&K EMERGING MARKETS EQUITY FUND, AMG GW&K EMERGING WEALTH EQUITY FUND, AND AMG GW&K SMALL/MID CAP GROWTH FUND

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of AMG GW&K Core Bond ESG Fund (one of the funds constituting AMG Funds I), AMG GW&K Emerging Markets Equity Fund and AMG GW&K Emerging Wealth Equity Fund (two of the funds constituting AMG Funds), and AMG GW&K Small/Mid Cap Growth Fund (one of the funds constituting AMG Funds IV) (hereafter collectively referred to as the “Funds”) as of October 31, 2022, the related statements of operations for the year ended October 31, 2022, the statements of changes in net assets for each of the two years in the period ended October 31, 2022, including the related notes, and the financial highlights for each the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2022, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended October 31, 2022 and each of the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2022 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2022

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

    

 

 

 

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Other Information (unaudited)

 

   

    

 

      

 

 

 

TAX INFORMATION

AMG GW&K Core Bond ESG Fund, AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund and AMG GW&K Small/Mid Cap Growth Fund each hereby designates the maximum amount allowable of their net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2021/2022 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

In accordance with federal tax law, the following Fund elects to provide foreign taxes paid and the income sourced from foreign countries. Accordingly, the Fund hereby makes the following designations regarding its taxable period ended October 31, 2022:

AMG GW&K Emerging Markets Equity Fund

uThe total amount of taxes paid and income sourced from foreign countries was $112,101 and $902,096, respectively.

Pursuant to section 852 of the Internal Revenue Code, AMG GW&K Core Bond ESG Fund, AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund and AMG GW&K Small/Mid Cap Growth Fund, each hereby designates as a capital gain distribution with respect to the taxable period ended October 31, 2022, $4,019,861, $211,238, $2,343,086 and $0, respectively, or, if subsequently determined to be different, the net capital gains of such period.

 

 

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AMG Funds

Trustees and Officers

 

   

    

 

      

 

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

 

  

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

 

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in

   accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the 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 - AMG Funds

• Trustee since 2012 - AMG Funds I

• Trustee since 2014 - AMG Funds IV

• Oversees 40 Funds in Fund Complex

 

Bruce B. Bingham, 73

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

 

• Trustee since 2013 - AMG Funds

• Trustee since 2013 - AMG Funds I

• Trustee since 2014 - AMG Funds IV

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

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

• Oversees 44 Funds in Fund Complex

 

Kurt A. Keilhacker, 59

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

 

• Trustee since 2004 - AMG Funds

• Trustee since 2000 - AMG Funds I

• Trustee since 2010 - AMG Funds IV

• Oversees 40 Funds in Fund Complex

 

Steven J. Paggioli, 72

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).

 

• Independent Chairman of the Board of Trustees since 2017; Chairman of the Governance Committee since 2017

• Trustee since 1999 - AMG Funds

• Trustee since 2000 - AMG Funds I

• Trustee since 2010 - AMG Funds IV

• Oversees 44 Funds in Fund Complex

 

Eric Rakowski, 64

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. (10 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

 

 

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AMG Funds

Trustees and Officers (continued)

 

   

    

 

      

 

 

Number of Funds Overseen in

Fund Complex

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

• Trustee since 2013 - AMG Funds

• Trustee since 2013 - AMG Funds I

• Trustee since 2014 - AMG Funds IV

• Oversees 44 Funds in Fund Complex

 

Victoria L. Sassine, 57

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

 

• Trustee since 2000 - AMG Funds I

• Trustee since 2004 - AMG Funds

• Trustee since 2010 - AMG Funds IV

• Oversees 40 Funds in Fund Complex

 

Thomas R. Schneeweis, 75*

Professor Emeritus, University of Massachusetts (2013-Present); President, TRS Associates (1982-Present); Board Member, Chartered Alternative Investment Association (“CAIA”) (2002-Present); Co-Founder and 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, CAIA Foundation (2010-2019); 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).

*Mr. Schneeweis retired from the Board of Trustees of AMG Funds IV as of October 31, 2022 and will retire from the Board of Trustees of AMG Funds and AMG Funds I as of December 31, 2022.

Interested Trustee

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

 

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

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

• Oversees 44 Funds in Fund Complex

 

Garret W. Weston, 41

Affiliated Managers Group, Inc. (2008-Present): Managing Director, Co-Head of Affiliate Engagement (2021-Present), Senior Vice President, Affiliate Development (2016-2021), Vice President, Office of the CEO (2015-2016), Vice President, New Investments (2012-2015), Senior Associate, New Investments (2008-2012); Associate, Madison Dearborn Partners (2006-2008); Analyst, Merrill Lynch (2004-2006).

Officers

 

  Position(s) Held with Fund and

  Length of Time Served

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

• President since 2018

• Principal Executive Officer since 2018

• Chief Executive Officer since 2018

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

 

Keitha L. Kinne, 64

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, 57

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

 

• Chief Financial Officer since 2017

• Treasurer since 2017

• Principal Financial Officer since 2017

• Principal Accounting Officer since 2017

 

Thomas G. Disbrow, 56

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

 

 

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AMG Funds

Trustees and Officers (continued)

 

   

    

 

      

 

 

Position(s) Held with Fund and Length of Time Served   Name, Age, Principal Occupation(s) During Past 5 Years
 

• Deputy Treasurer since 2017

 

John A. Starace, 51

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

 

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

• Anti-Money Laundering Compliance Officer since 2022

 

Patrick J. Spellman, 48

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

 

• Assistant Secretary since 2016

 

Maureen M. Kerrigan, 37

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

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements

 

   

    

 

      

 

AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund, AMG GW&K Core Bond ESG Fund, and AMG GW&K Small/Mid Cap Growth Fund: Approval of Investment Management and Subadvisory Agreements on June 22, 2022

 

At an in-person meeting held on June 22, 2022, the Board of Trustees (the “Board” or the “Trustees”) of each of AMG Funds, AMG Funds I, and AMG Funds IV (each, a “Trust” and collectively, the “Trusts”), and separately a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) and AMG Funds for each of AMG GW&K Emerging Markets Equity Fund and AMG GW&K Emerging Wealth Equity Fund, and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016; the Fund Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with the Investment Manager and AMG Funds I for AMG GW&K Core Bond ESG Fund, and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016; and the Investment Advisory Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with the Investment Manager and AMG Funds IV for AMG GW&K Small/Mid Cap Growth Fund, and separately Amendment No. 1 thereto dated October 1, 2016 (collectively, the “Investment Management Agreements”); and (ii) the Subadvisory Agreements, as amended at any time prior to the date of the meeting (collectively, the “Subadvisory Agreements”), with the Subadviser for each of AMG GW&K Emerging Markets Equity Fund, AMG GW&K Emerging Wealth Equity Fund, AMG GW&K Core Bond ESG Fund, and AMG GW&K Small/Mid Cap Growth Fund (each, a “Fund,” and collectively, the “Funds”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreements and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadviser, including the nature, extent and quality of services, comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for each Fund (each, a “Peer Group”), performance information for the relevant benchmark index for

      

each Fund (each, a “Fund Benchmark”), other relevant matters, and other information provided to them on a periodic basis throughout the year. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreements and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

 

NATURE, EXTENT AND QUALITY OF SERVICES

 

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, information about its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreements and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the Investment Manager’s oversight of the performance by the Subadviser of its portfolio management duties; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreements and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to each Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect to each Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the

      

Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person, telephonic or videoconference diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trusts in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to, or replacements of, the Subadviser or potential additional subadvisers, including performing appropriate due diligence, and developing and presenting to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreements and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreements and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.

 

The Trustees also reviewed information relating to the Subadviser’s operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed information on portfolio management and other professional staff, information regarding the Subadviser’s organizational and management structure and the Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at the Subadviser with portfolio

 

 

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management responsibility for each Fund, including the information set forth in the Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by the Subadviser in the past; (b) the qualifications and experience of the Subadviser’s personnel; and (c) the Subadviser’s compliance program. The Trustees also took into account the financial condition of the Subadviser with respect to its ability to provide the services required under each Subadvisory Agreement. The Trustees also considered the Subadviser’s risk management processes.

 

PERFORMANCE

 

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

 

With respect to AMG GW&K Emerging Markets Equity Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class Z shares (which share class has one of the earliest inception dates and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year, and 10-year periods ended March 31, 2022 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the MSCI Emerging Markets Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s underperformance and the fact that the Fund’s recent underperformance has impacted the Fund’s longer-term performance. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG GW&K Emerging Wealth Equity Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s

      

performance for Class Z shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, and 5-year periods ended March 31, 2022 and for the period from the Fund’s inception on March 19, 2015 through March 31, 2022 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the MSCI Emerging Markets Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s underperformance and the fact that the Fund’s recent underperformance has impacted the Fund’s longer-term performance. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG GW&K Core Bond ESG Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was below, above, above, and above, respectively, the median performance of the Peer Group and below, at, below, and above, respectively, the performance of the Fund Benchmark, the Bloomberg U.S. Aggregate Bond Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance relative to the Peer Group and the Fund Benchmark. The Trustees also noted the change in the Fund’s Subadviser in February 2015 and that the performance record prior to that time reflects that of the prior Subadviser. The Trustees also took into account the fact that the Fund’s investment strategy was changed in 2019. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

With respect to AMG GW&K Small/Mid Cap Growth Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year, and 10-year periods ended March 31, 2022 was above, below, below, and below, respectively, the median performance of the Peer Group and above, above, above, and below, respectively, the performance of the Fund Benchmark, the Russell 2500® Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent outperformance

      

relative to the Peer Group and the Fund Benchmark. The Trustees noted that Class N shares of the Fund ranked in the top third relative to its Peer Group for the 1-year period. The Trustees also took into account the fact that the Fund’s subadviser changed effective March 19, 2021, that the Fund’s investment strategy changed effective March 19, 2021 and further on May 21, 2021, that the Fund Benchmark changed effective May 21, 2021, and that the performance information prior to those dates reflected that of the Fund’s prior subadviser and investment strategy. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

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

 

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager at the June 22, 2022 and prior meetings setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds; the cost of providing such services; the significant risks undertaken as Investment Manager and sponsor of the Funds, including investment, operational, enterprise, entrepreneurial, litigation, regulatory and compliance risks; and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees also noted payments are made from the Subadviser to the Investment Manager, and other payments are made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset levels of the Funds, and the impact on profitability of both the current asset levels and any future growth of assets of the Funds.

 

In considering the cost of services to be provided by the Investment Manager under each Investment Management Agreement and the profitability to the Investment Manager of its relationship with each Fund, the Trustees noted the undertaking by the Investment Manager to maintain contractual expense limitations for the Funds. The Board also took into account management’s discussion of the advisory fee structure, and the services the

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

   

    

 

      

 

Investment Manager provides in performing its functions under each Investment Management Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as each Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

 

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

 

With respect to AMG GW&K Emerging Markets Equity Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2022 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.87%. The Trustees concluded that, in

      

light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

With respect to AMG GW&K Emerging Wealth Equity Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2022 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.90%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

With respect to AMG GW&K Core Bond ESG Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares of the Fund as of March 31, 2022 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.48%. The Trustees also took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds and select competitors. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

With respect to AMG GW&K Small/Mid Cap Growth Fund, the Trustees noted that the management fees

      

(which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2022 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.82%. The Trustees also took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds and select competitors, and the Fund’s small size relative to its peer universe. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

*  *  *  *

 

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management and Subadvisory Agreements: (a) the Investment Manager and the Subadviser have demonstrated that they possess the capability and resources to perform the duties required of them under each Investment Management Agreement and each Subadvisory Agreement and (b) the Investment Manager and Subadviser maintain appropriate compliance programs.

 

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of each Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 22, 2022, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for each Fund.

 

 

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LOGO

 

 

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

DISTRIBUTOR

AMG Distributors, Inc.

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

SUBADVISER

GW&K Investment Management, LLC

222 Berkeley St.

Boston, MA 02116

    

CUSTODIAN

The Bank of New York Mellon

Mutual Funds Custody

6023 Airport Road

Oriskany, NY 13424

 

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc. 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 each Fund are available on the Fund’s 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 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 semiannual report or annual report, please visit amgfunds.com.

           

 

 

 

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Table of Contents

LOGO

 

 

BALANCED FUNDS

AMG GW&K Global Allocation

GW&K Investment Management, LLC

 

EQUITY FUNDS

 

AMG Beutel Goodman International Equity

Beutel, Goodman & Company Ltd.

 

AMG Boston Common Global Impact

Boston Common Asset Management, LLC

 

AMG Frontier Small Cap Growth

Frontier Capital Management Co., LLC

 

AMG GW&K Small Cap Core

AMG GW&K Small Cap Value

AMG GW&K Small/Mid Cap

AMG GW&K Small/Mid Cap Growth

AMG GW&K Emerging Markets Equity

AMG GW&K Emerging Wealth Equity

AMG GW&K International Small Cap

GW&K Investment Management, LLC

 

AMG Montrusco Bolton Large Cap Growth

Montrusco Bolton Investments, Inc.

 

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

    

AMG River Road Dividend All Cap Value

AMG River Road Focused Absolute Value

AMG River Road International Value Equity

AMG River Road Large Cap Value Select

AMG River Road Mid Cap Value

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

 

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare Global Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

 

AMG Veritas Asia Pacific

AMG Veritas China

AMG Veritas Global Focus

AMG Veritas Global Real Return

Veritas Asset Management LLP

 

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Global

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

    

FIXED INCOME FUNDS

AMG Beutel Goodman Core Plus Bond

Beutel, Goodman & Company Ltd.

 

AMG GW&K Core Bond ESG

AMG GW&K Enhanced Core Bond ESG

AMG GW&K ESG Bond

AMG GW&K High Income

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

             
             
             
             
             
             
             
             
             

 

 

 

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LOGO        ANNUAL REPORT
      

 

              

   

AMG Funds

 

October 31, 2022

 

LOGO

 

AMG River Road Mid Cap Value Fund

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

     

            

              

      

 

 

 

 

    amgfunds.com                 103122             AR082


Table of Contents


Table of Contents
    

    

AMG Funds

Annual Report — October 31, 2022

 

    

 

 
           
     TABLE OF CONTENTS    PAGE  
   

 

 
 
   

LETTER TO SHAREHOLDERS

     2  
 
   

ABOUT YOUR FUND’S EXPENSES

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

AMG River Road Mid Cap Value Fund

     5  
 
   

AMG River Road Large Cap Value Select Fund

     11  
 
   

AMG River Road Small Cap Value Fund

     17  
 
   

AMG River Road Dividend All Cap Value Fund

     22  
 
   

AMG River Road Small-Mid Cap Value Fund

     28  
 
   

AMG River Road International Value Equity Fund

     34  
 
   

AMG River Road Focused Absolute Value Fund

     41  
 
   

FINANCIAL STATEMENTS

  
 
   

Statement of Assets and Liabilities

     48  
 
   

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

  
 
   

Statement of Operations

     52  
 
   

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

  
 
   

Statements of Changes in Net Assets

     54  
 
   

Detail of changes in assets for the past two fiscal years

  
 
   

Financial Highlights

     57  
 
   

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

  
 
   

Notes to Financial Statements

     77  
 
   

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

     88  
 
   

OTHER INFORMATION

     89  
 
   

TRUSTEES AND OFFICERS

     90  
 
    ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS      93  
   

    

  

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

 

 


Table of Contents

LOGO

      Letter to Shareholders

 

    

 

 

Dear Shareholder:

The fiscal year ended October 31, 2022, was a volatile period for risk assets, as uncertainties mounted about high inflation, tighter financial conditions, and the Russian invasion of Ukraine. Global equity and bond markets fell in tandem amid sharply higher interest rates and eroding investor confidence as worries of an impending recession loomed over markets. A global commodity shock caused by the war in Ukraine only made matters worse. The S&P 500® Index slipped into a bear market with the Index falling more than (24)% from its peak earlier in the year. The abrupt shift in markets this year has reset expectations around future growth, as stubbornly high inflation has necessitated that the U.S. Federal Reserve (the Fed) and other global central banks take more aggressive policy action in an effort to bring down inflation. While the outlook is uncertain given the recent negative returns across many asset classes, one silver lining is that global stock and bond valuations are now more attractive than they were at the start of the year.

There was very wide dispersion in sector performance. Energy significantly outperformed all other sectors with a gain of 64.97% as the price of oil surged during the period. Defensive-oriented sectors also outperformed with a 4.86% return from consumer staples and 2.85% gain in utilities. High growth technology and mega cap internet-related companies underperformed during the period, and real estate was impacted by higher interest rates. Communications services fell the most with a (40.67)% return during the fiscal year, followed by declines of (28.53)% for consumer discretionary, (20.64)% for real estate, and (20.23)% for information technology. Value stocks held up much better than growth stocks as the Russell 1000® Value Index returned (7.00)% compared to the (24.60)% return for the Russell 1000® Growth Index. Small cap stocks struggled as the Russell 2000® Index lost (18.54)%. Outside the U.S., foreign developed markets lagged their U.S. counterparts as the U.S. dollar surged and the MSCI EAFE Index fell (23.00)%. Emerging Markets underperformed with a (31.03)% return for the MSCI Emerging Markets Index.

The 10-year Treasury yield more than doubled during the period, surging to the highest levels since before the Great Financial Crisis. Rapidly rising rates from a very low base led to historically bad performance for bonds as the Bloomberg U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, lost (15.68)% over the period. Investment-grade corporate bonds underperformed as the Bloomberg U.S. Corporate Bond Index returned (19.57)% for the year. High yield bonds held up better with a (11.76)% return as measured by the return of the Bloomberg U.S. Corporate High Yield Bond Index. Municipal bonds suffered steep losses but outperformed the broader market with a (11.98)% return for the Bloomberg Municipal Bond Index. Non-U.S. bonds delivered weak performance and were also impacted by the stronger dollar as the Bloomberg Global Aggregate ex U.S. fell (24.60)%.

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,

 

LOGO

Keitha Kinne

President

AMG Funds

 

Average Annual Total Returns    Periods ended
October 31, 2022*
Stocks:          1 Year     3 Years     5 Years
Large Cap    (S&P 500® Index)      (14.61 )%      10.22   10.44%
Small Cap    (Russell 2000® Index)      (18.54 )%      7.05   5.56%
International    (MSCI ACWI ex USA)      (24.73 )%      (1.68 )%    (0.60)%
Bonds:                          
Investment Grade    (Bloomberg U.S. Aggregate Bond Index)      (15.68 )%      (3.77 )%    (0.54)%
High Yield    (Bloomberg U.S. Corporate High Yield Bond Index)      (11.76 )%      0.31   2.01%
Tax-exempt    (Bloomberg Municipal Bond Index)      (11.98 )%      (2.18 )%    0.37%
Treasury Bills    (ICE BofAML U.S. 6-Month Treasury Bill Index)      0.55     0.65   1.27%

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

 

 

 

2


Table of Contents
    

 

    

    

About Your Fund’s Expenses

 

   

    

 

     

 

 

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

 

ACTUAL EXPENSES

 

The first 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 the 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

  October 31, 2022

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/22
   Ending
Account
Value
10/31/22
   Expenses
Paid
During
the Period*

  AMG River Road Mid Cap Value Fund

  Based on Actual Fund Return

  Class N

   1.10%   $1,000    $991    $5.52

  Class I

   0.81%   $1,000    $992    $4.07

  Class Z

   0.76%   $1,000    $992    $3.82

  Based on Hypothetical 5% Annual Return

  Class N

   1.10%   $1,000    $1,020    $5.60

  Class I

   0.81%   $1,000    $1,021    $4.13

  Class Z

   0.76%   $1,000    $1,021    $3.87

  AMG River Road Large Cap Value Select Fund

  Based on Actual Fund Return

  Class N

   0.95%   $1,000    $972    $4.72

  Class I

   0.63%   $1,000    $973    $3.13

  Based on Hypothetical 5% Annual Return

  Class N

   0.95%   $1,000    $1,020    $4.84

  Class I

   0.63%   $1,000    $1,022    $3.21

  Six Months Ended

  October 31, 2022

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/22
   Ending
Account
Value
10/31/22
   Expenses
Paid
During
the Period*

  AMG River Road Small Cap Value Fund

  Based on Actual Fund Return

  Class N

   1.36%   $1,000    $1,033    $6.97

  Class I

   1.10%   $1,000    $1,035    $5.64

  Class Z

   1.01%   $1,000    $1,036    $5.18

  Based on Hypothetical 5% Annual Return

  Class N

   1.36%   $1,000    $1,018    $6.92

  Class I

   1.10%   $1,000    $1,020    $5.60

  Class Z

   1.01%   $1,000    $1,020    $5.14

  AMG River Road Dividend All Cap Value Fund

  Based on Actual Fund Return

  Class N

   1.00%   $1,000    $989    $5.01

  Class I

   0.75%   $1,000    $990    $3.76

  Class Z

   0.71%   $1,000    $991    $3.56

  Based on Hypothetical 5% Annual Return

  Class N

   1.00%   $1,000    $1,020    $5.09

  Class I

   0.75%   $1,000    $1,021    $3.82

  Class Z

   0.71%   $1,000    $1,022    $3.62
 

 

 

    

3


Table of Contents
    

 

    

    

About Your Fund’s Expenses (continued)

 

   

    

 

     

 

 

  Six Months Ended

  October 31, 2022

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/22
   Ending
Account
Value
10/31/22
   Expenses
Paid
During
the Period*

  AMG River Road Small-Mid Cap Value Fund

  Based on Actual Fund Return

  Class N

   1.29%   $1,000    $1,018    $6.56

  Class I

   1.03%   $1,000    $1,020    $5.24

  Class Z

   0.98%   $1,000    $1,020    $4.99

  Based on Hypothetical 5% Annual Return

  Class N

   1.29%   $1,000    $1,019    $6.56

  Class I

   1.03%   $1,000    $1,020    $5.24

  Class Z

   0.98%   $1,000    $1,020    $4.99

  AMG River Road International Value Equity Fund

  Based on Actual Fund Return

  Class N

   1.02%   $1,000    $926    $4.95

  Class I

   0.78%   $1,000    $928    $3.79

  Class Z

   0.73%   $1,000    $928    $3.55

  Based on Hypothetical 5% Annual Return

  Class N

   1.02%   $1,000    $1,020    $5.19

  Class I

   0.78%   $1,000    $1,021    $3.97

  Class Z

   0.73%   $1,000    $1,022    $3.72

  Six Months Ended

  October 31, 2022

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/22
   Ending
Account
Value
10/31/22
   Expenses
Paid
During
the Period*

  AMG River Road Focused Absolute Value Fund

  Based on Actual Fund Return

  Class N

   1.10%   $1,000    $950    $5.41

  Class I

   0.84%   $1,000    $950    $4.13

  Class Z

   0.80%   $1,000    $951    $3.93

  Based on Hypothetical 5% Annual Return

  Class N

   1.10%   $1,000    $1,020    $5.60

  Class I

   0.84%   $1,000    $1,021    $4.28

  Class Z

   0.80%   $1,000    $1,021    $4.08

 

  *

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 365.

 

 

 

    

4


Table of Contents
    

 

    

AMG River Road Mid Cap Value Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2022, AMG River Road Mid Cap Value Fund (the “Fund”) Class N shares returned (5.67)%, outpacing the (10.18)% return for the Russell Midcap® Value Index, the Fund’s benchmark.

 

MARKET AND PERFORMANCE REVIEW

 

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

 

The top contributing holdings to the Fund’s active return were Texas Pacific Land Corp. (TPL) and Devon Energy Corp. (DVN). Texas Pacific is one of the largest landowners in Texas. The trust converted to a C Corp in 2021. The company collects royalties as other exploration and production companies drill on its land and then returns the cash flow in the form of dividends and buybacks. Texas Pacific benefited from higher energy prices and more drilling activity on its land.

 

Devon Energy is one of the largest independent onshore exploration and production (E&P) companies in North America. They led the onshore E&P industry in early 2021 to dramatically reduce production growth and, instead, returned up to 50% of the company’s free cash flow to shareholders through a fixed-plus-variable dividend policy. Devon Energy also benefited from higher energy prices.

      

The bottom contributing holdings to the Fund’s active return were KKR & Co. Inc. (KKR) and Liberty Broadband Corp. (LBRDK). KKR is a leading global alternative asset manager. The company generates highly visible earnings (87% of AUM has a duration of at least eight years) and expects to grow at double-digit rates over the next several years. Rising interest rates and a choppy stock market have weighed on the shares over the past year. The market speculates that rising rates will weigh on AUM growth and weak market performance will impair performance fees. We believe KKR’s phenomenal long-term track record will continue to entice future investors. We maintained our position.

 

Liberty Broadband is a holding company with a 26% stake in Charter Communications Inc. (CHTR). Charter Communications is the second-largest cable company in the United States. Domestic cable companies essentially represent local monopolies that own the most efficient method for most Americans to access the internet. Telecommunication companies have picked up their competitive efforts for broadband subscribers through increased fiber optic spending and fixed wireless opportunities. For the first time, cable companies have reported broadband subscriber losses and we are unable to predict when those losses will subside. We lowered conviction and reduced the position.

 

POSITIONING AND OUTLOOK

 

Stocks are much cheaper than at the beginning of 2022 but, in our view, are not yet cheap. We continue to believe enough damage has been done for

      

investors to feel comfortable taking advantage of higher quality, but more cyclical investment opportunities. For allocators, this might mean increasing high quality and smaller cap exposure. We also view absolute valuations as reasonably attractive in the mid-cap value segment. However, neither the selloff in June nor September achieved the decline we would expect to see at the trough of a major (think regime change) bear market recession.

 

Furthermore, we think it could be years, not quarters, before investors see sustainable and meaningful new highs in stocks as markets struggle with valuations in an era of higher rates and geopolitical uncertainty. The past few years (even decade) was one hell of a party for investors; we should not expect the hangover to pass quickly. Thus, investors should get comfortable with volatility and a range bound tape. On a more positive note, it is common for the market to struggle through the first three quarters of midterm years, before moving higher in the final quarter. Thus, we can envision a near-term rally unfolding. Additionally, volatile tapes provide ample opportunity to trade around core positions, enhancing alpha.

 

This commentary reflects the viewpoints of River Road Asset Management, LLC as of October 31, 2022, and is not intended as a forecast or guarantee of future results.

 

 

    

5


Table of Contents
    

 

    

AMG River Road Mid Cap Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Mid Cap Value Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Mid Cap Value Fund’s Class N shares on October 31, 2012, to a $10,000 investment made in the Russell Midcap® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Mid Cap Value Fund and the Russell Midcap® Value Index for the same time periods ended October 31, 2022.

 

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

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

Class N

  (5.67%)   4.65%   9.11%   10.77%   09/19/94

Class I

  (5.41%)   4.93%   9.39%   8.53%   07/06/04

Class Z

  (5.34%)   5.00%        —   4.32%   09/29/17

Russell Midcap® Value Index12

  (10.18%)   6.49%   10.42%        —   09/19/94

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at 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 October 31, 2022. All returns are in U.S. Dollars ($).

 

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

 

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

 

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 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 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  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.

 

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

 

9  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.

 

    

 

 

 

 

6


Table of Contents
    

 

    

AMG River Road Mid Cap Value 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 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.

 

12 The Russell Midcap® Value Index measures the performance of those Russell Midcap® companies with lower price-to-book ratios and lower forecasted growth values. The stocks are also members of the Russell 1000® Value Index. Unlike the Fund, the Russell Midcap® Value Index is

 

      

   unmanaged, is not available for investment and does not incur expenses.

 

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

 

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

 

 

7


Table of Contents
    

 

AMG River Road Mid Cap Value Fund

Fund Snapshots (unaudited)

October 31, 2022

 

   

    

 

      

 

 

PORTFOLIO BREAKDOWN

 

   Sector   

% of

Net Assets

 
Industrials    25.4
 
Financials    22.7
 
Consumer Discretionary    18.8
 
Communication Services    6.5
 
Energy    6.0
 
Consumer Staples    5.8
 
Materials    4.9
 
Information Technology    4.2
 
Health Care    2.0
 
Real Estate    1.2
 
Short-Term Investments    2.6
 
Other Assets, Less Liabilities    (0.1)

 

TOP TEN HOLDINGS

 

   Security Name   % of
Net Assets
 

LKQ Corp.

    4.2
 

Willis Towers Watson PLC (United Kingdom)

            3.6        
 

KKR & Co., Inc.

    3.6
 

SEI Investments Co.

    3.5
 

Ferguson PLC (United Kingdom)

    3.3
 

Carlisle Cos., Inc.

    3.3
 

Advance Auto Parts, Inc.

    3.2
 

Ares Management Corp., Class A

    3.0
 

Atkore, Inc.

    2.8
 

Armstrong World Industries, Inc.

    2.7
   

 

 

Top Ten as a Group

    33.2

 

   

 

 

 

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

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

 

 

            

8


Table of Contents
    

 

AMG River Road Mid Cap Value Fund

Schedule of Portfolio Investments

October 31, 2022

 

   

    

 

      

 

 

      Shares      Value  

Common Stocks - 97.5%

     

Communication Services - 6.5%

     

Liberty Broadband Corp., Class C*

     41,378        $3,493,545  

Liberty Media Corp.-Liberty SiriusXM, Class C*

     177,333        7,481,679  

Madison Square Garden Sports Corp.

     38,422        6,017,269  

News Corp., Class A

     186,200        3,141,194  

Total Communication Services

        20,133,687  

Consumer Discretionary - 18.8%

     

Advance Auto Parts, Inc.

     52,215        9,916,673  

Bath & Body Works, Inc.

     120,192        4,012,009  

Dollar Tree, Inc.*

     26,600        4,216,100  

DR Horton, Inc.

     66,007        5,074,618  

Expedia Group, Inc.*

     49,259        4,604,239  

Lithia Motors, Inc., Class A

     26,600        5,270,790  

LKQ Corp.

     234,474        13,046,133  

MGM Resorts International

     139,896        4,976,101  

NVR, Inc.*

     985        4,174,184  

Petco Health & Wellness Co., Inc.*,1

     264,029        2,780,225  

Total Consumer Discretionary

        58,071,072  

Consumer Staples - 5.8%

     

Albertsons Cos., Inc., Class A

     264,633        5,427,623  

BJ’s Wholesale Club Holdings, Inc.*

     74,874        5,795,248  

The Kroger Co.

     137,926        6,522,520  

Total Consumer Staples

        17,745,391  

Energy - 6.0%

     

Chesapeake Energy Corp.1

     29,555        3,022,590  

Devon Energy Corp.

     51,230        3,962,641  

Marathon Petroleum Corp.

     20,689        2,350,684  

Texas Pacific Land Corp.

     2,426        5,589,189  

Weatherford International PLC*

     89,652        3,736,695  

Total Energy

        18,661,799  

Financials - 22.7%

     

American Equity Investment Life Holding Co.

     99,503        4,286,589  

Apollo Global Management, Inc.

     112,311        6,217,537  

Ares Management Corp., Class A

     121,178        9,188,928  

Cannae Holdings, Inc.*

     220,681        5,110,972  

Fairfax Financial Holdings, Ltd. (Canada)

     14,778        7,270,037  

Genworth Financial, Inc., Class A*

     1,107,346        5,171,306  

KKR & Co., Inc.

     226,592        11,019,169  

SEI Investments Co.

     198,022        10,752,595  

Willis Towers Watson PLC (United Kingdom)

     51,230        11,178,898  

Total Financials

        70,196,031  

    

     
      Shares      Value  

Health Care - 2.0%

     

Centene Corp.*

     71,918        $6,122,379  

Industrials - 25.4%

     

Air Transport Services Group, Inc.*

     209,844        6,127,445  

API Group Corp.*

     343,829        5,669,740  

Armstrong World Industries, Inc.

     108,370        8,189,521  

Atkore, Inc.*

     89,652        8,543,836  

CACI International, Inc., Class A*

     14,719        4,475,017  

Carlisle Cos., Inc.

     43,214        10,319,503  

Expeditors International of Washington, Inc.

     49,259        4,819,993  

Ferguson PLC (United Kingdom)

     94,578        10,333,592  

Grupo Aeroportuario del Centro Norte SAB de CV, ADR (Mexico)

     95,380        6,082,383  

Owens Corning

     71,918        6,156,900  

UniFirst Corp.

     42,363        7,795,216  

Total Industrials

        78,513,146  

Information Technology - 4.2%

     

SS&C Technologies Holdings, Inc.

     152,703        7,851,988  

TD SYNNEX Corp.

     54,185        4,958,470  

Total Information Technology

        12,810,458  

Materials - 4.9%

     

AptarGroup, Inc.

     46,304        4,591,041  

Axalta Coating Systems, Ltd.*

     189,155        4,411,095  

Royal Gold, Inc.

     65,022        6,174,489  

Total Materials

        15,176,625  

Real Estate - 1.2%

     

The St Joe Co.

     104,429        3,710,362  

Total Common Stocks
(Cost $313,543,069)

        301,140,950  
    

Principal

Amount

        

Short-Term Investments - 2.6%

     

Joint Repurchase Agreements - 0.7%2

 

  

Bank of America Securities, Inc., dated 10/31/22, due 11/01/22, 3.050% total to be received $1,000,085 (collateralized by various U.S. Government Agency Obligations, 0.010% - 5.500%, 02/25/32 - 01/01/61, totaling $1,020,000)

     $1,000,000        1,000,000  

Deutsche Bank Securities, Inc., dated 10/31/22, due 11/01/22, 3.020% total to be received $335,612 (collateralized by a U.S. Treasury, 3.250%, 06/30/27, totaling $342,296)

     335,584        335,584  

    

     
 

 

 

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

9


Table of Contents
    

 

    

AMG River Road Mid Cap Value Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

      

 

     

Principal

Amount

     Value  

Joint Repurchase Agreements - 0.7%2

 

  

(continued)

     

RBC Dominion Securities, Inc., dated 10/31/22,due 11/01/22, 3.050% total to be received $1,000,085 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.500% - 5.000%, 02/28/26 - 10/20/52, totaling $1,020,000)

   $ 1,000,000        $1,000,000  

Total Joint Repurchase Agreements

 

     2,335,584  
     Shares         

Other Investment Companies - 1.9%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 2.91%3

     2,301,972        2,301,972  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 3.09%3

     3,452,957        3,452,957  

Total Other Investment Companies

        5,754,929  

Total Short-Term Investments
(Cost $8,090,513)

        8,090,513  

    

     
                          

    

Value

 

Total Investments - 100.1%
(Cost $321,633,582)

       $309,231,463  

Other Assets, less Liabilities - (0.1)%

 

     (403,043

Net Assets - 100.0%

       $308,828,420  

    

    
 

 

* 

Non-income producing security.

 

1 

Some of these securities, amounting to $2,455,734 or 0.8% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

 

2 

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

3 

Yield shown represents the October 31, 2022, 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 following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2022:

 

    

Level 1

 

    

Level 2

 

    

Level 3

 

    

Total

 

 

  Investments in Securities

           

Common Stocks

  

$

301,140,950

 

  

 

 

  

 

 

  

 

$301,140,950

 

Short-Term Investments

           

Joint Repurchase Agreements

            $2,335,584               2,335,584  

Other Investment Companies

     5,754,929                      5,754,929  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

  

$

306,895,879

 

  

 

$2,335,584

 

  

 

 

  

 

$309,231,463

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

10


Table of Contents
    

 

    

AMG River Road Large Cap Value Select Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2022, AMG River Road Large Cap Value Select Fund (the “Fund”) Class N shares returned (8.87)%, trailing the (7.00)% return for the Russell 1000® Value Index, the Fund’s primary benchmark.

 

PERFORMANCE REVIEW

 

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

 

The top contributing holdings to the Fund’s active return were T-Mobile US Inc. (TMUS) and McKesson Corp. (MCK). T-Mobile is the second-largest wireless provider in the United States. The 2020 merger of T-Mobile and Sprint shrank the U.S. wireless market from four to three companies. Prior to the merger, T-Mobile succeeded despite an inferior network and subscale economics due to strong execution and savvy market segment pricing. However, with the acquisition of Sprint, we believe T-Mobile is now best positioned with a greatly enhanced 5G network, and the company expects to return $60 billion (~35% of the market cap) of its free cash flow to shareholders in the form of buybacks by 2025. The company posted excellent results that were ahead of its peers.

 

    

McKesson is the largest distributor for branded, generic, and specialty pharmaceutical drugs. Older Americans require more prescription drugs. We believe the company is well positioned for the aging of America as the largest player in an oligopoly that controls ~90% of the pharmaceutical distribution market. Management has done an excellent job simplifying the investment case with a settlement in the opioid lawsuits, spinning off its technology segment, and divesting several of its European businesses. Further, the company has taken advantage of the opioid overhang to repurchase inexpensive shares, reducing the share count by 29% since 2018 at $155 per share. McKesson posted solid quarterly results with strong organic growth and operating leverage, and was sold off.

 

The bottom contributing holdings to the Fund’s active return were Meta Platforms Inc. (META) and Alphabet Inc. (GOOG). Meta Platforms is the largest online social network company in the world with more than 3 billion active monthly users. Meta Platforms generates 80% gross margins, 20%+ ROICs (Return on Invested Capital), and has net cash. Meta Platforms significantly reduced its outlook due to recent tracking restrictions from Apple, intensifying competition from TikTok, and exposure to slowing advertising. We exited the position as our thesis did not play out.

 

Alphabet owns the largest search engine in the world. Google.com dominates global search with ~90% market share. The search business generates

      

significant free cash flow, which is added to the company’s Fort Knox-like balance sheet. The growth rate slowed as a result of its massive size and its economic exposure to slowing advertising dollars. We expect digital advertising to continue to gain share and Alphabet to be more aggressive with share repurchases at these lower, more attractive, valuations. We have maintained a position in Alphabet.

 

POSITIONING AND OUTLOOK

 

The Fund’s activity reflects a balanced approach with a mix of defensive high quality, opportunistic, and idiosyncratic positions. We continue to be interested in high quality cyclical companies if their valuations overreact to the difficult economic environment and idiosyncratic opportunities less impacted by the economic environment. According to FactSet, the Fund’s quality, as measured by the five-year average return on equity of the underlying holdings, is 19.4% versus 14.5% for the benchmark. The Fund’s potential long-term growth (as measured by published long-term estimates) is 12.8% versus 8.7% for the benchmark.

 

This commentary reflects the viewpoints of River Road Asset Management, LLC as of October 31, 2022, and is not intended as a forecast or guarantee of future results.

         

 

 

 

11


Table of Contents
    

 

    

AMG River Road Large Cap Value Select Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Large Cap Value Select Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Large Cap Value Select Fund’s Class N shares on October 31, 2012, to a $10,000 investment made in the Russell 1000® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Large Cap Value Select Fund and the Russell 1000® Value Index for the same time periods ended October 31, 2022.

 

     One   Five   Ten
  Average Annual Total Returns1    Year   Years   Years

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

Class N

   (8.87%)   5.33%     8.65%

Class I

   (8.55%)   5.64%     8.97%

Russell 1000® Value Index17

   (7.00%)   7.21%   10.30%

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 October 31, 2022. All returns are in U.S. Dollars ($).

 

2 

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

 

3  As of March 22, 2021, the Fund’s Subadviser was changed to River Road Asset Management, LLC. Prior to March 22, 2021, the Fund was known as the AMG FQ Long-Short Equity Fund and had different principal investment strategies and corresponding risks. Performance shown for periods prior to March 22, 2021, reflects the performance and investment strategies of the Fund’s previous Subadviser, First Quadrant, L.P. The Fund’s past performance would have been different if the Fund were managed by the current Subadviser and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the Fund.

 

4  Active and frequent trading of a fund may result in higher transaction costs and increased tax liability.

 

5  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.

 

6  Investing in publicly traded partnerships (PTPs) (including master limited partnerships) involves risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets, which in many cases includes the same types of risks as energy and natural resources companies. PTPs are also subject to capital markets risk. PTPs may lose their partnership status for tax purposes. The Fund’s status as a regulated investment company may be jeopardized if it does not appropriately limit such investments in PTPs or if such investments are recharacterized for tax purposes.

 

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

 

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

 

9  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.

 

 

 

12


Table of Contents
    

 

    

AMG River Road Large Cap Value Select Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

 

10 Convertible preferred stocks, which are convertible into shares of the common stock and pay regular dividends, and convertible debt securities, which are convertible into shares of the common stock and bear interest, are subject to the risks of equity securities and fixed income securities.

 

11 Because exchange-traded funds (ETFs) incur their own costs, investing in them could result in a higher cost to the investor. Additionally, the fund will be indirectly exposed to all the risks of securities held by the ETFs.

 

12 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.

      

13 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.

 

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

 

15 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.

 

 

      

16 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.

 

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

 

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

 

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

 

 

 

13


Table of Contents
    

 

AMG River Road Large Cap Value Select Fund

Fund Snapshots (unaudited)

October 31, 2022

 

   

    

 

      

 

 

PORTFOLIO BREAKDOWN

 

   Sector   

% of

Net Assets

 

Financials

       21.5
 

Consumer Staples

       20.7
 

Information Technology

       13.5
 

Communication Services

       12.8
 

Consumer Discretionary

       10.8
 

Industrials

       7.4
 

Energy

       6.5
 

Health Care

       5.6
 

Short-Term Investments

       2.0
 

Other Assets, Less Liabilities

       (0.8 )

TOP TEN HOLDINGS

 

   Security Name

 

% of

Net Assets

 

Berkshire Hathaway, Inc., Class B

                    8.4        
 

Nestle SA, Sponsored ADR (Switzerland)

      8.2
 

Visa, Inc., Class A

      8.0
 

Keurig Dr Pepper, Inc.

      6.0
 

Fiserv, Inc.

      5.5
 

Willis Towers Watson PLC (United Kingdom)

      5.4
 

LKQ Corp.

      5.0
 

T-Mobile US, Inc.

      5.0
 

Alphabet, Inc., Class C

      4.8
 

Unilever PLC, Sponsored ADR (United Kingdom)

      4.6
     

 

 

Top Ten as a Group

    60.9
   

 

 

 

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

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

 

 

    

14


Table of Contents
    

AMG River Road Large Cap Value Select Fund

Schedule of Portfolio Investments

October 31, 2022

   

    

 

 

     

 

      Shares      Value  

Common Stocks - 98.8%

     

Communication Services - 12.8%

 

  

Alphabet, Inc., Class C*

     17,234        $1,631,371  

Madison Square Garden Sports Corp.

     6,617        1,036,288  

T-Mobile US, Inc.*

     11,230        1,702,019  

Total Communication Services

        4,369,678  

Consumer Discretionary - 10.8%

     

LKQ Corp.

     30,989        1,724,228  

NVR, Inc.*

     233        987,396  

Starbucks Corp.

     11,439        990,503  

Total Consumer Discretionary

        3,702,127  

Consumer Staples - 20.7%

     

Albertsons Cos., Inc., Class A

     32,682        670,308  

Keurig Dr Pepper, Inc.

     52,516        2,039,721  

Nestle SA, Sponsored ADR (Switzerland)

     25,929        2,818,742  

Unilever PLC, Sponsored ADR (United Kingdom)1

     34,440        1,567,364  

Total Consumer Staples

        7,096,135  

Energy - 6.5%

     

EOG Resources, Inc.

     10,804        1,474,962  

Suncor Energy, Inc. (Canada)

     21,349        734,192  

Total Energy

        2,209,154  

Financials - 21.5%

     

Berkshire Hathaway, Inc., Class B*

     9,718        2,867,684  

KKR & Co., Inc.

     25,190        1,224,990  

U.S. Bancorp

     33,580        1,425,471  

Willis Towers Watson PLC (United Kingdom)

     8,428        1,839,074  

Total Financials

        7,357,219  

    

     

 

* 

Non-income producing security.

 

1 

Some of these securities, amounting to $4,270,431 or 12.5% 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  

Health Care - 5.6%

 

  

CVS Health Corp.

     14,063        $1,331,766  

UnitedHealth Group, Inc.

     1,053        584,573  

Total Health Care

        1,916,339  

Industrials - 7.4%

 

  

Carlisle Cos., Inc.

     4,269        1,019,437  

Ferguson PLC (United Kingdom)

     13,736        1,500,796  

Total Industrials

        2,520,233  

Information Technology - 13.5%

 

  

Fiserv, Inc.*

     18,223        1,872,231  

Visa, Inc., Class A1

     13,257        2,746,320  

Total Information Technology

        4,618,551  

Total Common Stocks
(Cost $33,754,209)

        33,789,436  
Short-Term Investments - 2.0%      

Other Investment Companies - 2.0%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 2.91%2

     276,848        276,848  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 3.09%2

     415,271        415,271  

Total Short-Term Investments
(Cost $692,119)

        692,119  

Total Investments - 100.8%
(Cost $34,446,328)

        34,481,555  

Other Assets, less Liabilities - (0.8)%

 

     (279,923

Net Assets - 100.0%

      $ 34,201,632  

    

     

 

2 

Yield shown represents the October 31, 2022, 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.

15


Table of Contents

 

    

    

AMG River Road Large Cap Value Select Fund  

Schedule of Portfolio Investments (continued)

   

    

 

 

     

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2022:

 

     Level 1      Level 2      Level 3      Total

  Investments in Securities

           

Common Stocks

  

$

33,789,436

 

  

 

 

  

 

 

  

$33,789,436

Short-Term Investments

           

Other Investment Companies

     692,119                    692,119
  

 

 

    

 

 

    

 

 

    

 

  Total Investments in Securities

  

$

34,481,555

 

  

 

 

  

 

 

  

$34,481,555

  

 

 

    

 

 

    

 

 

    

 

 

 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

16


Table of Contents
    

 

    

AMG River Road Small Cap Value Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2022, AMG River Road Small Cap Value Fund (the “Fund”) Class N shares returned (0.35)%, outperforming the (10.73)% return for the Russell 2000® Value Index, the Fund’s primary benchmark.

 

PERFORMANCE REVIEW

 

The sector with the largest negative contribution to relative return was energy, which suffered from negative stock selection and an underweight allocation. The sector with the largest positive contribution to relative return was industrials, which benefited from positive stock selection and an overweight allocation. The Fund’s cash position, which averaged 5.77% during the period, was a positive contributor to relative performance by 79 bps.

 

The top contributing holdings to the Fund’s active return were Murphy USA, Inc. (MUSA) and BJ’s Wholesale Club Holdings, Inc. (BJ). Murphy operates 1,700 gas stations primarily in the southeastern United States. Nearly 70% of its stores are in Walmart parking lots. Given Murphy’s status as a low-cost operator, its business model is predicated on driving high fuel volumes by offering customers the lowest gas prices. Murphy has minimal labor costs due to its small in-store footprints. Most industry participants have higher labor intensity because of their focus on in-store revenue (snacks, drinks, etc.). With higher wage inflation and in-store traffic declines caused by higher fuel prices, most operators are offsetting these profitability headwinds with higher fuel margins. This industry environment allows Murphy to realize higher fuel margins and gain significant market share in fuel as customers

      

seek the cheapest gas. Strong volumes and wide margins translated to a surge in free cash flow, much of which was returned to shareholders in the form of buybacks and a growing dividend. BJ’s is a warehouse club operator with 229 stores in the eastern United States (similar to Costco or Sam’s Club). BJ’s offers a narrow selection of only ~7,000 SKUs compared to ~100,000 for the typical grocery store, which allows BJ to maximize its bargaining power and pass the savings to its paying members. The value proposition attracts new members and new members increase scale which creates better deals. This virtuous cycle has led to solid member growth as well as record high membership retention rates. These factors have led to significant EBITDA, free cash flow, and new store growth. We trimmed both positions as they approached our assessed values.

 

The bottom contributing holdings to the Fund’s active return were Avaya Holdings Corp. (AVYA) and NCR Corp. (NCR). Avaya provides communication networks for companies, and is transitioning from large on-premise deals to small, recurring monthly cloud subscriptions. While we knew this transition would be a revenue and cash flow headwind until the new cloud contracts fully cycled through the customer base, we misjudged the magnitude of the headwind. In May, management slashed 2022 cash flow from operations guidance. As we incorporated these lowered expectations into our multi-year model and compared the increasing working capital needs against future debt obligations, we determined the financial strength of the company was impaired. Thus, we exited the position. NCR provides transaction software, services, and hardware to banks, retailers, and restaurants. In February, management announced a strategic

      

review and essentially put the company up for sale. However, during the strategic review, debt capital market conditions deteriorated as the U.S. Federal Reserve (the Fed) aggressively increased interest rates. In September, NCR announced that despite strong interest, potential buyers were unable to raise enough debt at attractive interest rates to reach a deal. Instead, NCR plans to split into two publicly traded companies (POS and ATM) near the end of 2023. This news disappointed the market which was hoping for a sale, and the stock sold off. We opportunistically trimmed the position on deal rumors prior to the September announcement but continue to have a position as the stock trades at a large discount to our assessed value.

 

OUTLOOK AND POSITIONING

 

 

We are skeptical October marked the ultimate bottom for small cap stocks given a looming recession, falling earnings expectations, and the Fed resolving to continue raising interest rates until inflation is under control. Additionally, we think it could be years, not quarters, before investors see sustainable and meaningful new highs in stocks as markets struggle with valuations in an era of higher interest rates and geopolitical uncertainty. We believe high quality companies with attractive growth rates and attractive valuations are a wonderful place to invest in the current environment. We believe the Fund is attractively positioned compared to the benchmark based on EV/EBITDA, Return on Equity (ROE), and long-term growth outlook.

 

This commentary reflects the viewpoints of River Road Asset Management, LLC as of October 31, 2022, and is not intended as a forecast or guarantee of future results.

 

 

17


Table of Contents

    

AMG River Road Small Cap Value Fund

Portfolio Manager’s Comments (continued)

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Small Cap Value Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Small Cap Value Fund’s Class N shares on October 31, 2012, to a $10,000 investment made in the Russell 2000® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Small Cap Value Fund and the Russell 2000® Value Index for the same time periods ended October 31, 2022.

 

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

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

 

   

Class N

   (0.35%)   8.01%     10.43%     8.13%   06/28/05

Class I

   (0.07%)   8.29%     10.72%     6.89%   12/13/06

Class Z

   (0.00%)*   8.39%         8.24%   09/29/17

Russell 2000® Value Index10

   (10.73%)   5.31%     9.37%     6.96%   06/28/05

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

 

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

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

 

* 

Less than (0.005)%.

 

 

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

 

1 

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and

capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2022. All returns are in U.S. Dollars ($).

 

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

 

3  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 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.

 

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

 

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

 
The Russell 2000® Value Index is a trademark of the London Stock Exchange Group companies.
 
Not FDIC insured, nor bank guaranteed. May lose value.
 

 

 

18


Table of Contents
    

 

AMG River Road Small Cap Value Fund

Fund Snapshots (unaudited)

October 31, 2022

 

   

    

 

      

 

 

PORTFOLIO BREAKDOWN

 

    Sector   

% of

Net Assets

 

Industrials

       33.2
 

Financials

       16.0
 

Information Technology

       10.9
 

Health Care

       8.6
 

Consumer Staples

       7.0
 

Consumer Discretionary

       6.0
 

Energy

       4.7
 

Materials

       3.8
 

Communication Services

       2.1
 

Utilities

       1.5
 

Real Estate

       0.4
 

Short-Term Investments

       6.2
 

Other Assets, Less Liabilities

       (0.4 )

TOP TEN HOLDINGS

 

    Security Name   % of
Net Assets
 

Air Transport Services Group, Inc.

        4.4
 

BJ’s Wholesale Club Holdings, Inc.

      4.2
 

White Mountains Insurance Group, Ltd.

      4.0
 

UniFirst Corp.

      3.2
 

McGrath RentCorp

      3.1
 

Premier, Inc., Class A

      2.9
 

Comfort Systems USA, Inc.

      2.9
 

Cannae Holdings, Inc.

      2.8
 

American Equity Investment Life Holding Co.

      2.7
 

SP Plus Corp.

      2.4
   

 

 

Top Ten as a Group

          32.6      
   

 

 

 

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.

 

 

19


Table of Contents

AMG River Road Small Cap Value Fund

Schedule of Portfolio Investments

October 31, 2022

 

 

      Shares      Value  

Common Stocks - 94.2%

     

Communication Services - 2.1%

 

  

Liberty Latin America, Ltd., Class C*,1

     564,577        $4,398,055  

Yelp, Inc.*

     356,647        13,698,811  

Total Communication Services

        18,096,866  

Consumer Discretionary - 6.0%

     

Asbury Automotive Group, Inc.*,1

     81,902        12,920,041  

Latham Group, Inc.*

     812,200        3,589,924  

Leslie’s, Inc.*,1

     764,842        10,738,382  

Murphy USA, Inc.

     65,416        20,573,986  

Sleep Number Corp.*

     142,299        3,947,374  

Total Consumer Discretionary

        51,769,707  

Consumer Staples - 7.0%

     

BJ’s Wholesale Club Holdings, Inc.*

     465,590        36,036,666  

Hostess Brands, Inc.*

     283,850        7,516,348  

Ingles Markets, Inc., Class A

     181,756        17,152,314  

Total Consumer Staples

        60,705,328  

Energy - 4.7%

     

Evolution Petroleum Corp.

     674,133        5,318,910  

Permian Resources Corp.*

     1,570,199        15,340,844  

SM Energy Co.

     324,783        14,608,739  

World Fuel Services Corp.

     202,515        5,162,107  

Total Energy

        40,430,600  

Financials - 16.0%

     

American Equity Investment Life Holding Co.

     546,140        23,527,711  

Axis Capital Holdings, Ltd. (Bermuda)1

     342,914        18,747,108  

Cannae Holdings, Inc.*

     1,055,390        24,442,832  

Evercore, Inc., Class A

     27,997        2,942,485  

Genworth Financial, Inc., Class A*

     3,586,030        16,746,760  

NMI Holdings, Inc., Class A*

     391,829        8,592,810  

Radian Group, Inc.

     433,154        9,039,924  

White Mountains Insurance Group, Ltd.

     24,751        35,051,129  

Total Financials

        139,090,759  

Health Care - 8.6%

     

Computer Programs and Systems, Inc.*

     469,623        15,168,823  

Enovis Corp.*

     81,087        4,009,752  

ICU Medical, Inc.*,1

     54,528        8,092,500  

Patterson Cos., Inc.

     416,476        10,815,882  

Pediatrix Medical Group, Inc.*

     586,738        11,382,717  

Premier, Inc., Class A

     730,334        25,474,050  

Total Health Care

        74,943,724  

Industrials - 33.2%

     

Air Transport Services Group, Inc.*

     1,304,633        38,095,283  

    

     
      Shares      Value  

Alight, Inc., Class A*,1

     1,735,316        $14,385,770  

Argan, Inc.

     321,179        11,135,276  

Armstrong World Industries, Inc.

     236,101        17,842,152  

Atkore, Inc.*

     197,703        18,841,096  

Barrett Business Services, Inc.

     55,663        4,854,927  

Comfort Systems USA, Inc.

     205,810        25,372,257  

CoreCivic, Inc.*

     1,692,013        17,715,376  

Esab Corp.

     136,752        5,100,850  

GMS, Inc.*

     246,028        11,612,522  

Kelly Services, Inc., Class A

     550,080        8,988,307  

McGrath RentCorp

     281,463        26,471,595  

MSC Industrial Direct Co., Inc., Class A

     88,244        7,322,487  

Park Aerospace Corp.1

     711,075        8,845,773  

SP Plus Corp.*

     566,684        20,984,308  

UniFirst Corp.

     150,070        27,614,381  

Univar Solutions, Inc.*

     465,269        11,855,054  

Viad Corp.*

     293,710        10,949,509  

Total Industrials

        287,986,923  

Information Technology - 10.9%

     

ACI Worldwide, Inc.*

     668,649        16,268,230  

DXC Technology Co.*

     334,947        9,629,726  

ePlus, Inc.*

     356,739        17,380,324  

EVERTEC, Inc. (Puerto Rico)

     453,091        16,225,189  

Ituran Location and Control, Ltd. (Israel)

     371,437        8,907,059  

NCR Corp.*

     582,306        12,379,826  

Vontier Corp.

     697,231        13,317,112  

Total Information Technology

        94,107,466  

Materials - 3.8%

     

Axalta Coating Systems, Ltd.*

     484,309        11,294,086  

Summit Materials, Inc., Class A*

     426,248        11,231,635  

TriMas Corp.

     451,980        10,327,743  

Total Materials

        32,853,464  

Real Estate - 0.4%

     

Newmark Group, Inc., Class A

     420,001        3,439,808  

Utilities - 1.5%

     

Southwest Gas Holdings, Inc.1

     178,477        13,041,315  

Total Common Stocks

     

(Cost $663,576,406)

        816,465,960  

    

     
 

 

 

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

20


Table of Contents

    

AMG River Road Small Cap Value Fund

Schedule of Portfolio Investments (continued)

 

 

      Principal
Amount
     Value  

Short-Term Investments - 6.2%

 

  

Joint Repurchase Agreements - 0.3%2

 

  

Bank of America Securities, Inc., dated 10/31/22, due 11/01/22, 3.050% total to be received $1,000,085 (collateralized by various U.S. Government Agency Obligations, 0.010% - 5.500%, 02/25/32 - 01/01/61, totaling $1,020,000)

     $1,000,000        $1,000,000  

Daiwa Capital Markets America, dated 10/31/22, due 11/01/22, 3.050% total to be received $1,000,085 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.625%, 11/01/22 - 11/01/52, totaling $1,020,000)

     1,000,000        1,000,000  

RBC Dominion Securities, Inc., dated 10/31/22, due 11/01/22, 3.050% total to be received $1,136,359 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.500% - 5.000%, 02/28/26 - 10/20/52, totaling $1,158,988)

     1,136,263        1,136,263  

Total Joint Repurchase Agreements

 

     3,136,263  

    

     
     

    

Shares

     Value  

Other Investment Companies - 5.9%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 2.91%3

     20,331,655        $20,331,655  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 3.09%3

     30,497,483        30,497,483  

Total Other Investment Companies

 

     50,829,138  

Total Short-Term Investments
(Cost $53,965,401)

        53,965,401  

Total Investments - 100.4%
(Cost $717,541,807)

        870,431,361  

Other Assets, less Liabilities - (0.4)%

 

     (3,434,019

Net Assets - 100.0%

      $ 866,997,342  

    

     
 

 

* 

Non-income producing security.

 

1 

Some of these securities, amounting to $10,103,979 or 1.2% 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 October 31, 2022, 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 October 31, 2022:

 

    

Level 1

 

    

Level 2

 

  

Level 3

 

    

Total

 

  Investments in Securities

           

Common Stocks

  

$

816,465,960

 

  

  

 

 

  

$816,465,960

Short-Term Investments

           

Joint Repurchase Agreements

          $3,136,263           3,136,263

Other Investment Companies

     50,829,138                50,829,138
  

 

 

    

 

  

 

 

    

 

  Total Investments in Securities

  

$

867,295,098

 

  

$3,136,263

  

 

 

  

$870,431,361

  

 

 

    

 

  

 

 

    

 

 

 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

21


Table of Contents
    

 

    

AMG River Road Dividend All Cap Value Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2022, the AMG River Road Dividend All Cap Value Fund (the “Fund”) Class N shares returned (1.34)%, outperforming the Russell 3000® Value Index return of (7.25)%, the Fund’s primary benchmark.

 

MARKET AND PERFORMANCE REVIEW

 

The period has been dominated by rising interest rates, rampant inflation, conflict, and growing concerns of recession. These forces led to a sharp uptick in market volatility and equity markets have moved through short, sharp periods of both fear and greed. Relative to the benchmark, the Fund’s bias toward cheaper, higher quality stocks was a significant tailwind. Positive stock selection in the health care, financials, and industrials sectors led them to have significant positive impacts on relative results in the period. While the holdings in the energy sector were the top performing investments in the Fund during the period, our focus on the more predictable and stable midstream areas of the sector led them to significantly underperform their more price-sensitive peers.

 

The two holdings with the largest positive contribution to the Fund’s active return were The Progressive Corp. (PGR), the third-largest U.S. auto insurer, and Marathon Petroleum Corp. (MPC), the nation’s largest refinery system. Progressive is a best-in-class underwriter of auto insurance with a consistent track record of underwriting profits due in part to the company’s early incorporation of telematics. The combination of an excellent underwriting culture, strong brand, and dual distribution channels (direct/agency) have allowed the company to gain market share over the past 30+ years. However, the company did not anticipate the rapid acceleration in cost inflation and used car prices in 2021, which resulted in underwriting results well below management’s and the market’s expectation. In response, Progressive raised rates faster than competitors to improve underwriting results, but at the cost of policy growth. During 2022, the rate increases had their desired effect as underwriting results improved driving the stock higher. As competitors followed with their own rate increases throughout 2022, policy growth stabilized for Progressive adding to the stock’s rally.

 

Marathon Petroleum is the largest independent oil refiner in the U.S. and the position was established in the Fund in 2017. At the time, the company was evaluating strategic options for its disparate assets,

      

and we foresaw significant value being unlocked in the process. By 2022 this process was largely played out and successfully so. The invasion of Ukraine and the subsequent spike in oil prices drove Marathon Petroleum to a significant premium to our assessed value. Given the inherent volatility of the refining industry, we sold the position per our sell discipline, capping off a successful investment.

 

The two holdings with the lowest contribution to the Fund’s active return during the period were Comcast Corp. (CMCSA), a cable and media conglomerate, and Target Corp. (TGT), a broadline retailer. The deployment of 5G mobile communication technology has created a surplus of available broadband bandwidth and the combined T-Mobile/Sprint is pushing pricing aggressively. These forces are creating shockwaves throughout communication providers, including cable companies, like Comcast. Comcast’s stock has struggled as analysts have focused on the decline in net new customers added to their network and overlooked the continued growth in the average revenue per user, the rapid growth in the company’s mobile phone business, and the resurgence in the company’s theme parks. Our investment thesis is focused on the vital nature of the company’s wired assets in meeting the rapid growth of data demand, both mobile and not.

 

After two years among the best performing holdings, Target finally fell short of the very high expectations that had come to surround the company. In the spring, Target announced that the customer purchasing trends that characterized the lockdown period had rapidly shifted and that drastic action was necessary to adjust the company’s inventory. The resulting discounts and supply chain adjustments led to a sharp decline in margins but promised to better position the company going forward. Despite the sudden shift in demand trends, the company continued to see growth in traffic and same-store-sales, both in the store and digitally, e-commerce remained a key channel even as the lockdowns ended. Our investment thesis remains intact as we expect Target is leading the convergence between brick and mortar and e-commerce retailing and the margins will ultimately rebound to attractive levels as supply chains and customer demand patterns normalize.

 

POSITIONING AND OUTLOOK

 

As of the end of the fiscal year, the Fund is significantly overweight in the utilities, consumer staples, and information technology sectors and

      

significantly underweight in the materials, industrials, and financials sectors. The consumer discretionary sector had the largest decrease in exposure in the past 12 months, going from modestly overweight in October 2021, to underweight at the end of the period as we reduced or eliminated several positions in the sector. In contrast, the largest increase in exposure was in the Fund’s position in the real estate sector which went from no weight to modestly underweight as we added two positions at attractive prices amid the volatility that dominated the past twelve months.

 

The rapid tightening in monetary policy that was initiated in December 2021 is now taking a bite out of economic activity. Fiscal policy has remained a headwind as well and federal outlays have declined markedly as lockdown related handouts have come to an end. In addition, sentiment remains generally negative as both investors and CEOs are pessimistic about the near future. According to The Conference Board, 81% of CEOs are preparing for a brief, shallow recession in the next 12–18 months, but only about a quarter noted a decline in demand over the past three months. Following the retrenchment in stock prices over the past 10 months, valuations look more attractive, but uncertainty around cash flows is elevated and the rise in interest rates, if sustained, threatens to push multiples lower. Whereas inflation has been the key wildcard we have been focused on over the past year, increasingly we see the ongoing conflict in Ukraine moving forward in focus. The future path of the war could have a dramatic impact on expectations for energy availability, commodity prices, and investor risk tolerance—while the conflict could bog down as winter sets in, it also could break dramatically in either direction in a single afternoon. Given the general strength in balance sheets and expected modest increase in earnings, we continue to expect that dividend growth will remain positive during the last part of the year. With dividends in solid shape, value ascendant, and higher quality stocks set to lead, we remain positive about both the near-term and long-term relative outlook for the Fund.

 

This commentary reflects the viewpoints of River Road Asset Management, LLC as of October 31, 2022, and is not intended as a forecast or guarantee of future results.

 

 

22


Table of Contents
    

 

    

AMG River Road Dividend All Cap Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Dividend All Cap Value Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Dividend All Cap Value Fund’s Class N shares on October 31, 2012, to a $10,000 investment made in the Russell 3000® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Dividend All Cap Value Fund and the Russell 3000® Value Index for the same time periods ended October 31, 2022.

 

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

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

Class N

   (1.34%)   5.87%     8.70%     7.61%   06/28/05

Class I

   (1.18%)   6.13%     8.97%     6.56%   06/28/07

Class Z

   (1.12%)   6.20%         6.21%   09/29/17

Russell 3000® Value Index14

   (7.25%)   7.07%     10.22%     7.33%   06/28/05

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at 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 October 31, 2022. All returns are in U.S. Dollars ($).

 

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

 

3  An issuer of a security may be unwilling or unable to pay income on a security. Common stocks do not assure dividend payments and are paid only when declared by an issuer’s board of directors.

 

4  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.

 

5  Investing in publicly traded partnerships (PTPs) (including master limited partnerships) involves risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets, which in many cases includes the same types of risks as energy and natural resources companies. PTPs are also subject to capital market risk. PTPs may lose their partnership status for tax purposes. The Fund’s status as a regulated investment company may be jeopardized if it does not appropriately limit such investments in PTPs or if such investments are recharacterized for tax purposes.

 

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

 

7  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.

 

8  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.

 

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

 

 

 

 

23


Table of Contents
    

 

    

AMG River Road Dividend All Cap Value 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 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.

      

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

 

13 Because exchange-traded funds (ETFs) incur their own costs, investing in them could result in a higher cost to the investor. Additionally, the fund will be indirectly exposed to all the risks of securities held by the ETFs.

      

14 The Russell 3000® Value Index measures the performance of the broad value segment of the U.S. equity universe. It includes those Russell 3000® companies with lower price-to-book ratios and lower forecasted growth values. Unlike the Fund, the Russell 3000® Value Index is unmanaged, is not available for investment and does not incur expenses.

 

The Russell 3000® Value Index is a trademark of the London Stock Exchange Group companies.

 

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

 

 

24


Table of Contents
    

 

AMG River Road Dividend All Cap Value Fund

Fund Snapshots (unaudited)

October 31, 2022

 

   

    

 

      

 

 

PORTFOLIO BREAKDOWN

 

    Sector   

% of

Net Assets

 

Financials

       17.8
 

Health Care

       13.6
 

Information Technology

       11.7
 

Consumer Staples

       10.4
 

Utilities

       10.2
 

Energy

       9.0
 

Communication Services

       7.2
 

Industrials

       6.9
 

Consumer Discretionary

       4.0
 

Real Estate

       3.2
 

Exchange Traded Funds

       2.5
 

Short-Term Investments

       5.2
 

Other Assets, Less Liabilities

       (1.7 )

 

TOP TEN HOLDINGS

 

    Security Name   % of
Net Assets
 

The AES Corp.

            4.5
 

The Progressive Corp.

      3.7
 

United Parcel Service, Inc., Class B

      3.3
 

Bristol-Myers Squibb Co.

      3.3
 

Kinder Morgan, Inc.

      3.2
 

Corning, Inc.

      3.1
 

The Williams Cos., Inc.

      3.0
 

Oracle Corp.

      2.6
 

Target Corp.

      2.6
 

Pfizer, Inc.

      2.5
     

 

 

Top Ten as a Group

          31.8      
   

 

 

 

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


Table of Contents

    

AMG River Road Dividend All Cap Value Fund

Schedule of Portfolio Investments

October 31, 2022

 

 

      Shares      Value  

Common Stocks - 94.0%

     

Communication Services - 7.2%

 

  

Cogent Communications Holdings, Inc.

     92,714        $4,868,412  

Comcast Corp., Class A

     225,241        7,149,150  

The Interpublic Group of Cos., Inc.

     163,770        4,878,708  

Verizon Communications, Inc.

     187,708        7,014,648  

Total Communication Services

        23,910,918  

Consumer Discretionary - 4.0%

     

Genuine Parts Co.

     15,629        2,779,774  

MDC Holdings, Inc.

     58,371        1,777,981  

Target Corp.

     52,513        8,625,260  

Total Consumer Discretionary

        13,183,015  

Consumer Staples - 10.4%

     

The JM Smucker Co.

     26,344        3,968,987  

Kimberly-Clark Corp.

     60,153        7,486,642  

The Kroger Co.

     77,960        3,686,728  

PepsiCo, Inc.

     33,010        5,993,956  

Sysco Corp.

     75,086        6,499,444  

Unilever PLC, Sponsored ADR (United Kingdom)1

     148,558        6,760,875  

Total Consumer Staples

        34,396,632  

Energy - 9.0%

     

Enterprise Products Partners LP, MLP 1

     292,662        7,389,715  

Kinder Morgan, Inc.

     586,339        10,624,463  

Magellan Midstream Partners LP, MLP 1

     28,578        1,541,783  

The Williams Cos., Inc.

     305,141        9,987,265  

Total Energy

        29,543,226  

Financials - 17.8%

     

Axis Capital Holdings, Ltd. (Bermuda)

     97,110        5,309,004  

Chubb, Ltd. (Switzerland)

     26,203        5,630,763  

CNA Financial Corp.

     62,646        2,612,338  

Fidelity National Financial, Inc.

     104,363        4,109,815  

M&T Bank Corp.

     34,235        5,764,147  

The PNC Financial Services Group, Inc.

     27,517        4,453,076  

The Progressive Corp.

     94,230        12,099,132  

Truist Financial Corp.

     183,927        8,238,090  

U.S. Bancorp

     164,995        7,004,038  

Willis Towers Watson PLC (United Kingdom)

     15,658        3,416,732  

Total Financials

        58,637,135  

Health Care - 13.6%

     

AbbVie, Inc.

     56,101        8,213,187  

Amgen, Inc.

     26,504        7,165,356  

Bristol-Myers Squibb Co.

     140,998        10,923,115  

Merck & Co., Inc.

     33,917        3,432,400  

    

     
      Shares      Value  

Pfizer, Inc.

     178,915        $8,328,493  

Premier, Inc., Class A

     198,326        6,917,611  

Total Health Care

        44,980,162  

Industrials - 6.9%

     

Lockheed Martin Corp.

     12,052        5,865,467  

United Parcel Service, Inc., Class B

     65,700        11,022,489  

Watsco, Inc.1

     22,312        6,045,660  

Total Industrials

        22,933,616  

Information Technology - 11.7%

     

Cisco Systems, Inc.

     98,903        4,493,163  

Corning, Inc.

     313,354        10,080,598  

CSG Systems International, Inc.

     49,574        3,205,951  

Micron Technology, Inc.

     62,478        3,380,060  

Oracle Corp.

     110,843        8,653,513  

QUALCOMM, Inc.

     35,052        4,124,218  

Texas Instruments, Inc.

     30,146        4,842,352  

Total Information Technology

        38,779,855  

Real Estate - 3.2%

     

American Tower Corp., REIT

     29,970        6,209,484  

STORE Capital Corp., REIT

     133,437        4,243,297  

Total Real Estate

        10,452,781  

Utilities - 10.2%

     

The AES Corp.

     566,394        14,816,868  

Black Hills Corp.

     76,525        5,002,439  

IDACORP, Inc.

     55,408        5,801,218  

Vistra Corp.

     350,363        8,047,838  

Total Utilities

        33,668,363  

Total Common Stocks

     

(Cost $229,938,243)

        310,485,703  

Exchange Traded Funds - 2.5%

 

  

iShares Russell 1000 Value ETF
(Cost $7,792,981)

     54,805        8,206,501  
     Principal
Amount
        

Short-Term Investments - 5.2%

 

  

Joint Repurchase Agreements - 1.8%2

 

  

Bank of America Securities, Inc., dated 10/31/22, due 11/01/22, 3.050% total to be received $1,453,650 (collateralized by various U.S. Government Agency Obligations, 0.010% - 5.500%, 02/25/32 - 01/01/61, totaling $1,482,598)

   $ 1,453,527        1,453,527  

    

     
 

 

 

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

26


Table of Contents

    

AMG River Road Dividend All Cap Value Fund

Schedule of Portfolio Investments (continued)

 

 

 

      Principal
Amount
     Value  

Joint Repurchase Agreements - 1.8%2

 

  

(continued)

     

Daiwa Capital Markets America, dated 10/31/22, due 11/01/22, 3.050% total to be received $1,453,650 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.625%, 11/01/22 - 11/01/52, totaling $1,482,598)

     $1,453,527        $1,453,527  

HSBC Securities USA, Inc., dated 10/31/22, due 11/01/22, 3.010% total to be received $304,128 (collateralized by various U.S. Treasuries, 0.000% - 7.625%, 01/15/23 - 08/15/52, totaling $310,185)

     304,103        304,103  

RBC Dominion Securities, Inc., dated 10/31/22, due 11/01/22, 3.050% total to be received $1,453,650 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.500% - 5.000%, 02/28/26 - 10/20/52, totaling $1,482,598)

     1,453,527        1,453,527  

Truist Securities, Inc., dated 10/31/22, due 11/01/22, 3.070% total to be received $1,453,651 (collateralized by various U.S. Government Agency Obligations, 2.500% - 5.000%, 01/01/30 - 10/01/52, totaling $1,482,598)

     1,453,527        1,453,527  

Total Joint Repurchase Agreements

 

     6,118,211  
     

    

Shares

     Value  

Other Investment Companies - 3.4%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 2.91%3

     4,430,706        $4,430,706  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 3.09%3

     6,646,059        6,646,059  

Total Other Investment Companies

        11,076,765  

Total Short-Term Investments

(Cost $17,194,976)

        17,194,976  

Total Investments - 101.7%
(Cost $254,926,200)

        335,887,180  

Other Assets, less Liabilities - (1.7)%

 

     (5,624,810

Net Assets - 100.0%

      $ 330,262,370  
 

 

1 

Some of these securities, amounting to $8,546,674 or 2.6% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

 

2 

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

 

3 

Yield shown represents the October 31, 2022, 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

 

ETF

Exchange Traded Fund

 

MLP

Master Limited Partnership

 

REIT

Real Estate Investment Trust

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2022:

 

    

Level 1

 

    

Level 2

 

  

Level 3

 

    

Total

 

  Investments in Securities

           

Common Stocks

  

$

310,485,703

 

  

  

 

 

  

$310,485,703

Exchange Traded Funds

  

 

8,206,501

 

  

  

 

 

  

8,206,501

Short-Term Investments

           

Joint Repurchase Agreements

          $6,118,211           6,118,211

Other Investment Companies

     11,076,765                11,076,765
  

 

 

    

 

  

 

 

    

 

Total Investments in Securities

  

$

329,768,969

 

  

$6,118,211

  

 

 

  

$335,887,180

  

 

 

    

 

  

 

 

    

 

 

 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

27


Table of Contents
    

 

    

AMG River Road Small-Mid Cap Value Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2022, AMG River Road Small-Mid Cap Value Fund (the “Fund”) Class N shares returned (1.64)%, outperforming the Russell 2500® Value Index return of (10.66)%, the Fund’s primary benchmark.

 

PERFORMANCE REVIEW

 

The sector with the largest negative contribution to relative return was information technology, which suffered from negative stock selection and an overweight allocation. The sector with the largest positive contribution to relative return was consumer discretionary, which benefited from positive stock selection. The Fund’s cash position, which averaged 2.38% during the period, was a positive contributor to relative performance by 36 bps.

 

The top contributing holdings to the Fund’s active return were Murphy USA, Inc. (MUSA) and White Mountains Insurance Group, Ltd. (WTM) Murphy operates 1,700 gas stations primarily in the southeastern United States. Nearly 70% of its stores are in Walmart parking lots. Given Murphy’s status as a low-cost operator, its business model is predicated on driving high fuel volumes by offering customers the lowest gas prices. Murphy has minimal labor costs due to its small in-store footprints. Most industry participants have higher labor intensity because of their focus on in-store revenue (snacks, drinks, etc.). With higher wage inflation and in-store traffic declines caused by higher fuel prices, most operators are offsetting these profitability headwinds with higher fuel margins. This industry environment allows Murphy to realize higher fuel margins and gain significant market share in fuel as customers seek out the cheapest gas. Strong volumes and wide margins translated to a surge in free cash flow, much of which was returned to shareholders in the

     

form of buybacks and a growing dividend. White Mountains is a financial services holding company consisting of a municipal bond reinsurer, various insurance and insurance service operations, asset managers, and a significant portfolio of fixed income and alternative investments. In August, White Mountains sold its 87% stake in NSM Insurance Group to Carlyle at a $1.78 billion valuation (24x trailing EBITDA). White Mountains earned 2.7x on its invested capital in less than five years and increased its adjusted book value 23%. This transaction is consistent with management’s track record of selling assets at attractive prices late in the cycle. White Mountains subsequently completed a modified Dutch tender and repurchased 11.3% of its outstanding shares for $549 million ($1,400 per share). After these two transactions, White Mountains’ undeployed capital increased from ~$400 million to ~$1.1 billion. We trimmed both positions as they approached our assessed values.

 

The bottom contributing holdings to the Fund’s active return were Avaya Holdings Corp. (AVYA) and NCR Corp. (NCR). Avaya provides communication networks for companies, and is transitioning from large on-premise deals to small, recurring monthly cloud subscriptions. While we knew this transition would be a revenue and cash flow headwind until the new cloud contracts fully cycled through the customer base, we misjudged the magnitude of the headwind. In May, management slashed 2022 cash flow from operations guidance. As we incorporated these lowered expectations into our multiyear model and compared the increasing working capital needs against future debt obligations, we determined the financial strength of the company was impaired. Thus, we exited the position. NCR provides transaction software, services, and hardware to banks, retailers, and restaurants. In February, management announced a strategic review and

 

     

essentially put the company up for sale. However, during the strategic review, debt capital market conditions deteriorated as the U.S. Federal Reserve (the Fed) aggressively increased interest rates. In September, NCR announced that despite strong interest, potential buyers were unable to raise enough debt at attractive interest rates to reach a deal. Instead, NCR plans to split into two publicly traded companies (POS and ATM) near the end of 2023. This news disappointed the market which was hoping for a sale, and the stock sold off. We opportunistically trimmed the position on deal rumors prior to the September announcement but continue to have a position as the stock trades at a large discount to our assessed value.

 

OUTLOOK AND POSITIONING

 

We are skeptical October marked the ultimate bottom for small-mid cap stocks given a looming recession, falling earnings expectations, and the Fed resolving to continue raising interest rates until inflation is under control. Additionally, we think it could be years, not quarters, before investors see sustainable and meaningful new highs in stocks as markets struggle with valuations in an era of higher interest rates and geopolitical uncertainty. We believe high quality companies with attractive growth rates and attractive valuations are a wonderful place to invest in the current environment. We believe the Fund is attractively positioned compared to the benchmark based on EV/EBITDA, Return on Equity (ROE), and long-term growth outlook.

 

This commentary reflects the viewpoints of River Road Asset Management, LLC as of October 31, 2022, and is not intended as a forecast or guarantee of future results.

 

 

 

 

28


Table of Contents

    

AMG River Road Small-Mid Cap Value Fund

Portfolio Manager’s Comments (continued)

 

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Small-Mid Cap Value Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Small-Mid Cap Value Fund’s Class N shares on October 31, 2012, to a $10,000 investment made in the Russell 2500® Value Index and Russell 2000® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Small-Mid Cap Value Fund and the Russell 2500® Value Index and Russell 2000® Value Index for the same time periods ended October 31, 2022.

 

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

AMG River Road Small-Mid Cap Value Fund2, 3, 4, 5, 6, 7, 8, 9

   

Class N

   (1.64%)   8.47%   10.70%   7.34%   03/29/07

Class I

   (1.38%)   8.74%   10.97%   7.38%   06/28/07

Class Z

   (1.26%)   8.82%         —   8.38%   09/29/17

Russell 2500® Value Index10

   (10.66%)   5.77%   9.55%   6.52%   03/29/07

Russell 2000® Value Index11

   (10.73%)   5.31%   9.37%   6.01%   03/29/07

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at 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 October 31, 2022. All returns are in U.S. Dollars ($).

 

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

 

3  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.

 

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

 

5  The Fund is subject to 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.

 

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  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.

 

8  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.

 

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

 

10 The Russell 2500® Value Index measures the performance of the Russell 2500® companies with lower price-to-book ratios and lower forecasted growth values. Unlike the Fund, the Russell 2500® Value Index is unmanaged, is not available for investment and does not incur expenses.

 

 

 

 

29


Table of Contents
    

 

    

AMG River Road Small-Mid Cap Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

 

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

       

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

 

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

          

 

 

 

30


Table of Contents

 

AMG River Road Small-Mid Cap Value Fund

Fund Snapshots (unaudited)

October 31, 2022

 

 

PORTFOLIO BREAKDOWN

 

    Sector   

% of

Net Assets

 

Industrials

       29.0
 

Financials

       15.2
 

Information Technology

       13.5
 

Consumer Discretionary

       12.8
 

Health Care

       7.5
 

Consumer Staples

       6.4
 

Energy

       5.9
 

Utilities

       2.6
 

Communication Services

       2.2
 

Materials

       1.5
 

Real Estate

       0.8
 

Short-Term Investments

       2.5
 

Other Assets, Less Liabilities

       0.1

TOP TEN HOLDINGS

 

    Security Name   % of
Net Assets
 

Air Transport Services Group, Inc.

      4.6
 

LKQ Corp.

      4.1
 

White Mountains Insurance Group, Ltd.

      3.8
 

Advance Auto Parts, Inc.

      3.5
 

Premier, Inc., Class A

      3.1
 

BJ’s Wholesale Club Holdings, Inc.

      3.0
 

UniFirst Corp.

      2.9
 

Cannae Holdings, Inc.

      2.8
 

TD SYNNEX Corp.

      2.7
 

American Equity Investment Life Holding Co.

      2.6
     

 

 

Top Ten as a Group

              33.1        
   

 

 

 

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.

 

 

31


Table of Contents

 

 

AMG River Road Small-Mid Cap Value Fund

Schedule of Portfolio Investments

October 31, 2022

 

 

 

      Shares      Value  

Common Stocks - 97.4%

     

Communication Services - 2.2%

 

  

Liberty Latin America, Ltd., Class A*

     101,626        $790,650  

Liberty Latin America, Ltd., Class C*

     97,326        758,170  

Yelp, Inc.*

     98,115        3,768,597  

Total Communication Services

        5,317,417  

Consumer Discretionary - 12.8%

 

  

Advance Auto Parts, Inc.

     44,473        8,446,312  

Asbury Automotive Group, Inc.*

     18,980        2,994,095  

Leslie’s, Inc.*,1

     92,088        1,292,915  

LKQ Corp.

     178,042        9,906,257  

Murphy USA, Inc.

     13,902        4,372,318  

Polaris, Inc.

     32,393        3,291,129  

Sleep Number Corp.*

     26,454        733,834  

Total Consumer Discretionary

        31,036,860  

Consumer Staples - 6.4%

 

  

BJ’s Wholesale Club Holdings, Inc.*

     92,286        7,142,936  

Hostess Brands, Inc.*

     18,789        497,533  

Ingles Markets, Inc., Class A

     38,649        3,647,306  

Molson Coors Beverage Co., Class B

     80,667        4,068,037  

Total Consumer Staples

        15,355,812  

Energy - 5.9%

 

  

Chesapeake Energy Corp.

     14,350        1,467,574  

HF Sinclair Corp.

     40,645        2,486,255  

Ovintiv, Inc.

     24,067        1,218,994  

Permian Resources Corp.*

     418,830        4,091,969  

SM Energy Co.

     73,601        3,310,573  

World Fuel Services Corp.

     61,186        1,559,631  

Total Energy

        14,134,996  

Financials - 15.2%

 

  

American Equity Investment Life Holding Co.

     143,146        6,166,730  

Axis Capital Holdings, Ltd. (Bermuda)

     76,325        4,172,688  

Cannae Holdings, Inc.*

     291,480        6,750,677  

CNA Financial Corp.

     63,176        2,634,439  

Evercore, Inc., Class A

     7,783        817,993  

Genworth Financial, Inc., Class A*

     787,335        3,676,854  

NMI Holdings, Inc., Class A*

     56,225        1,233,014  

Radian Group, Inc.

     103,118        2,152,073  

White Mountains Insurance Group, Ltd.

     6,470        9,162,491  

Total Financials

        36,766,959  

Health Care - 7.5%

 

  

Bausch + Lomb Corp. (Canada)*

     122,572        1,747,877  

Computer Programs and Systems, Inc.*

     56,737        1,832,605  

    

     

 

      Shares      Value  

ICU Medical, Inc.*

     14,962        $2,220,511  

Patterson Cos., Inc.

     81,286        2,110,998  

Pediatrix Medical Group, Inc.*

     141,371        2,742,597  

Premier, Inc., Class A

     215,339        7,511,024  

Total Health Care

        18,165,612  

Industrials - 29.0%

 

  

Air Transport Services Group, Inc.*

     384,291        11,221,297  

Alight, Inc., Class A*

     459,632        3,810,349  

Argan, Inc.

     87,169        3,022,149  

Armstrong World Industries, Inc.

     66,084        4,993,968  

Atkore, Inc.*

     57,067        5,438,485  

Comfort Systems USA, Inc.

     49,361        6,085,224  

CoreCivic, Inc.*

     426,609        4,466,596  

Dun & Bradstreet Holdings, Inc.

     290,814        3,736,960  

Esab Corp.

     25,861        964,615  

IAA, Inc.*

     90,005        3,413,890  

McGrath RentCorp

     34,064        3,203,719  

MDU Resources Group, Inc.

     137,247        3,908,795  

SP Plus Corp.*

     103,657        3,838,419  

UniFirst Corp.

     38,596        7,102,050  

Univar Solutions, Inc.*

     130,279        3,319,509  

Viad Corp.*

     40,968        1,527,287  

Total Industrials

        70,053,312  

Information Technology - 13.5%

 

  

ACI Worldwide, Inc.*

     187,337        4,557,909  

DXC Technology Co.*

     67,135        1,930,131  

ePlus, Inc.*

     99,839        4,864,156  

EVERTEC, Inc. (Puerto Rico)

     79,740        2,855,490  

Ituran Location and Control, Ltd. (Israel)

     43,040        1,032,099  

NCR Corp.*

     167,879        3,569,108  

TD SYNNEX Corp.

     72,451        6,629,991  

Vontier Corp.

     169,622        3,239,780  

WEX, Inc.*

     24,491        4,019,953  

Total Information Technology

        32,698,617  

Materials - 1.5%

 

  

Axalta Coating Systems, Ltd.*

     105,177        2,452,727  

TriMas Corp.

     55,202        1,261,366  

Total Materials

        3,714,093  

Real Estate - 0.8%

 

  

Newmark Group, Inc., Class A

     221,547        1,814,470  

Utilities - 2.6%

 

  

OGE Energy Corp.

     27,351        1,001,867  

Southwest Gas Holdings, Inc.

     16,583        1,211,720  

    

     
 

 

 

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

32


Table of Contents

 

 

AMG River Road Small-Mid Cap Value Fund

Schedule of Portfolio Investments (continued)

    

 

 

 

      Shares      Value  

Utilities - 2.6% (continued)

 

  

Vistra Corp.

     175,961        $4,041,824  

Total Utilities

        6,255,411  

Total Common Stocks
(Cost $200,041,678)

        235,313,559  

Short-Term Investments - 2.5%

 

  

Other Investment Companies - 2.5%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 2.91%2

     2,390,949        2,390,949  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 3.09%2

     3,586,424        3,586,424  

Total Short-Term Investments (Cost $5,977,373)

        5,977,373  

    

     

 

*

Non-income producing security.

 

1 

Some of this security, amounting to $115,718 or less than 0.05% of net assets, was out on loan to various borrowers and is collateralized by various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

 

        Value  

Total Investments - 99.9%
(Cost $206,019,051)

 

   $ 241,290,932  

Other Assets, less Liabilities - 0.1%

 

     309,897  

Net Assets - 100.0%

 

   $ 241,600,829  

    

     

 

2 

Yield shown represents the October 31, 2022, 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 October 31, 2022:

 

    

Level 1

 

    

Level 2

 

    

Level 3

 

    

Total

 

  Investments in Securities

           

Common Stocks

  

$

235,313,559

 

  

 

 

  

 

 

  

$235,313,559

Short-Term Investments

           

Other Investment Companies

     5,977,373                    5,977,373
  

 

 

    

 

 

    

 

 

    

 

  Total Investments in Securities

  

$

241,290,932

 

  

 

 

  

 

 

  

$241,290,932

  

 

 

    

 

 

    

 

 

    

 

 

 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

33


Table of Contents
    

 

    

AMG River Road International Value Equity Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2022, AMG River Road International Value Equity Fund (the “Fund”) Class N shares returned (11.67)%, outperforming the (23.00)% return for the MSCI EAFE Index, the Fund’s primary benchmark.

 

PERFORMANCE REVIEW

 

The Fund outperformed its primary benchmark, as well as the MSCI EAFE Value secondary benchmark, which returned (16.35)% for the period. The region with the largest positive contribution to relative return was Europe (ex U.K.) due to positive stock selection and an underweight exposure to the region. Outperformance was partially offset by negative stock selection within Japan and the U.K. The sector with the largest positive contribution to relative return was industrials, which benefited from positive stock selection. The outperformance was partially offset by negative stock selection within the consumer staples sector. The Fund’s cash position, which averaged 3.8% during the period, was also a positive contributor to relative performance.

 

The top contributing holdings to the Fund’s active return were BAE Systems PLC (BA-GB) and TIM SA (TIMB-US), a Brazilian Sponsored ADR. BAE Systems is a U.K. based global defense company with a dominant position in the U.K. and a top supplier to the U.S. Department of Defense. The company released solid earnings and free cash flow growth

      

driven by surging defense spending following Russia’s invasion of Ukraine. We view BAE Systems as a stable business model with a high level of recurring revenue from support services, which should continue to benefit from rising defense budgets in coming years. TIM is one of the top three wireless carriers in Brazil with approximately 51 million subscribers. TIM delivered solid top line and EPS growth with substantial subscriber gains for both the wireless and fixed line businesses. We believe TIM could be “the next T-Mobile” for Brazil due to its reputation as an innovative and disruptive competitor. We expect to see market share gains and margin improvement in coming quarters.

 

The bottom contributing holdings to the Fund’s active return were Sony Group Corp. (6758-JP) and Coca-Cola HBC AG (CCH-GB). Sony is a Japan-based multinational conglomerate with consumer electronic roots and various well-known brand names. Sony reported disappointing earnings results due to weak PlayStation 5 shipments and rising manufacturing costs. However, we expect to see improving profitability driven by strong music, pictures, and ET&S segment performance. We also believe Sony could benefit from the weak Japanese yen and expect to see rising PlayStation 5 shipments in the coming quarters. Coca-Cola HBC is the world’s third-largest Coca-Cola bottler. The company’s earnings result suffered from the Russia/Ukraine war, as approximately 23% of its sales come from the Russia and Ukraine markets. We exited the position as our investment thesis was no longer intact.

      

POSITIONING AND OUTLOOK

 

At the regional level, the Fund is overweight Emerging Markets and Europe (ex UK) while underweight Japan and the U.K. At the sector level, the Fund is overweight in the industrials and information technology sectors while underweight in the materials and consumer discretionary sectors. At the factor level, the Fund remains significantly overweight in high-quality companies.

 

Global equity market valuations, especially non-U.S. valuations, became cheaper during the period. However, with a looming recession, deteriorating corporate earnings expectations, ongoing global interest rate hikes, and a prolonged Russia/Ukraine war, we expect to see further downside ahead. Cheap valuations could help limit market downside, and the prospect of a quick bear market rally remains. In conclusion, we believe the equity markets and economy will get worse before getting better. We believe the Fund’s focus on attractively valued, high-quality companies could help investors weather the current market environment.

 

This commentary reflects the viewpoints of River Road Asset Management, LLC as of October 31, 2022, and is not intended as a forecast or guarantee of future results.

             
             

 

 

34


Table of Contents
    

 

    

AMG River Road International Value Equity Fund

Portfolio Manager’s Comments (continued)

   

    

 

      

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road International Value Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road International Value Equity Fund’s Class N shares on October 31, 2012, to a $10,000 investment made in the MSCI EAFE Index and MSCI EAFE Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the indexes exclude expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road International Value Equity Fund and the MSCI EAFE Index and MSCI EAFE Value Index for the same time periods ended October 31, 2022.

 

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

AMG River Road International Value Equity Fund2, 3, 4, 5, 6, 7, 8, 9, 10

 

Class N

  (11.67%)   2.88%   4.27%   4.34%   05/04/11

Class I

  (11.41%)   3.15%         —   3.89%   03/04/13

Class Z

  (11.41%)   3.22%         —   3.10%   09/29/17

MSCI EAFE Index11

  (23.00%)   (0.09%)   4.13%   2.54%   05/04/11

MSCI EAFE Value Index12

  (16.35%)   (1.67%)   2.91%   1.40%   05/04/11

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at 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 October 31, 2022. All returns are in U.S. Dollars ($).

 

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

 

3  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.

 

4  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.

 

5  Investing in publicly traded partnerships (PTPs) (including master limited partnerships) involves risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets, which in many cases includes the same types of risks as energy and natural resources companies. PTPs are also subject to capital markets risk. PTPs may lose their partnership status for tax purposes. The Fund’s status as a regulated investment company may be jeopardized if it does not appropriately limit such investments in PTPs or if such investments are recharacterized for tax purposes.

 

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

 

8  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.

 

 

 

35


Table of Contents
    

 

    

AMG River Road International Value Equity Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

 

9  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.

 

10 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.

  

11 The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI EAFE Index is unmanaged, is not available for investment and does not incur expenses.

 

12 The Fund’s secondary benchmark, the MSCI EAFE Value Index (Europe, Australasia, Far East), captures large and mid cap securities exhibiting overall value style characteristics across Developed Markets countries around the world, excluding the U.S. and Canada. Please go to msci.com for the most current list of countries represented by the

  

index. Unlike the Fund, the MSCI EAFE Value Index is unmanaged, is not available for investment and does not incur expenses.

 

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

 

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

    

    

  

    

    

  

    

    

 

 

36


Table of Contents

 

    

 

AMG River Road International Value Equity Fund

Fund Snapshots (unaudited)

October 31, 2022

 

   

    

 

      

 

PORTFOLIO BREAKDOWN

 

   Sector    % of
Net Assets
 
Financials    24.8
 
Industrials    16.9
 
Communication Services    11.8
 
Health Care    10.5
 
Information Technology    9.2
 
Consumer Staples    8.5
 
Energy    6.3
 
Consumer Discretionary    4.0
 
Utilities    2.8
 
Materials    1.8
 
Short-Term Investments    5.9
 
Other Assets, Less Liabilities    (2.5)

TOP TEN HOLDINGS

 

   Security Name   % of
Net Assets
 

Check Point Software Technologies, Ltd. (Israel)

  3.7
 

Deutsche Boerse AG (Germany)

  3.6
 

Vinci, S.A. (France)

  3.6
 

DBS Group Holdings, Ltd. (Singapore)

  3.6
 

Axa, S.A. (France)

  3.5
 

Nintendo Co., Ltd. (Japan)

  3.5
 

BAE Systems PLC (United Kingdom)

  3.5
 

Deutsche Telekom AG (Germany)

  3.4
 

Roche Holding AG (Switzerland)

  3.3
 

Smiths Group PLC (United Kingdom)

  3.3
 

 

 

Top Ten as a Group

  35.0

 

 

 

 

 

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.

 

 

37


Table of Contents

 

    

 

AMG River Road International Value Equity Fund

Schedule of Portfolio Investments

October 31, 2022

 

   

    

 

      

 

 

      Shares      Value  

Common Stocks - 95.6%

     

Communication Services - 11.8%

     

Deutsche Telekom AG (Germany)

     12,697        $239,662  

Nintendo Co., Ltd. (Japan)

     6,099        247,614  

SK Telecom Co., Ltd., Sponsored ADR (South Korea)

     7,069        138,270  

TIM, S.A., ADR (Brazil)

     16,718        213,154  

Total Communication Services

        838,700  

Consumer Discretionary - 3.0%

     

Sony Group Corp. (Japan)

     3,155        212,756  

Consumer Staples - 8.5%

     

Anheuser-Busch InBev SA/NV (Belgium)1

     2,663        133,204  

Fomento Economico Mexicano SAB de CV,

     

Sponsored ADR (Mexico)

     1,436        102,846  

Nestle, S.A. (Switzerland)

     1,850        201,389  

Unilever PLC (United Kingdom)

     3,752        170,545  

Total Consumer Staples

        607,984  

Energy - 6.3%

     

Shell PLC (United Kingdom)

     7,933        219,757  

TotalEnergies SE (France)

     4,125        225,033  

Total Energy

        444,790  

Financials - 24.8%

     

AIA Group, Ltd. (Hong Kong)

     18,567        140,641  

Allianz SE (Germany)

     944        169,830  

Axa, S.A. (France)

     10,126        250,061  

DBS Group Holdings, Ltd. (Singapore)

     10,586        255,930  

Deutsche Boerse AG (Germany)

     1,597        259,704  

Itau Unibanco Holding, S.A., Sponsored ADR

     

(Brazil)

     11,221        65,306  

Muenchener Rueckversicherungs-Gesellschaft

     

AG in Muenchen (Germany)

     735        194,022  

Prudential PLC (United Kingdom)

     7,706        71,586  

Tokio Marine Holdings, Inc. (Japan)

     7,949        143,918  

UBS Group AG (Switzerland)

     13,189        209,101  

Total Financials

        1,760,099  

Health Care - 10.5%

     

Novartis AG (Switzerland)

     2,715        219,618  

Roche Holding AG (Switzerland)

     715        237,236  

Sanofi (France)

     2,099        180,635  

Takeda Pharmaceutical Co., Ltd. (Japan)

     4,060        107,221  

Total Health Care

        744,710  

Industrials - 16.9%

     

Ashtead Group PLC (United Kingdom)

     2,180        113,563  

BAE Systems PLC (United Kingdom)

     26,306        246,055  
     
      Shares      Value  

CK Hutchison Holdings, Ltd. (Hong Kong)

     31,075      $ 154,686  

Smiths Group PLC (United Kingdom)

     12,920        231,430  

Thales, S.A. (France)

     1,554        197,638  

Vinci, S.A. (France)

     2,781        255,955  

Total Industrials

        1,199,327  

Information Technology - 9.2%

     

Check Point Software Technologies, Ltd. (Israel)*

     2,059        266,085  

Murata Manufacturing Co., Ltd. (Japan)

     2,486        117,686  

Open Text Corp. (Canada)

     2,853        82,636  

SAP SE (Germany)

     1,935        186,249  

Total Information Technology

        652,656  

Materials - 1.8%

     

Shin-Etsu Chemical Co., Ltd. (Japan)

     1,259        130,848  

Utilities - 2.8%

     

EDP - Energias de Portugal, S.A. (Portugal)

     46,245        202,059  

Total Common Stocks
(Cost $7,811,786)

        6,793,929  

Preferred Stock - 1.0%

     

Consumer Discretionary - 1.0%

 

  

Volkswagen AG (Germany)

     551        70,529  

Total Preferred Stock
(Cost $115,681)

        70,529  
     Principal
Amount
        

Short-Term Investments - 5.9%

     

Joint Repurchase Agreements - 1.9%2

 

  

RBC Dominion Securities, Inc., dated 10/31/22,due 11/01/22, 3.050% total to be received $138,909 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.500% - 5.000%, 02/28/26 - 10/20/52, totaling $141,675)

     $138,897        138,897  
     Shares         

Other Investment Companies - 4.0%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 2.91%3

     113,234        113,234  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 3.09%3

     169,851        169,851  

Total Other Investment Companies

        283,085  

Total Short-Term Investments
(Cost $421,982)

        421,982  

Total Investments - 102.5%
(Cost $8,349,449)

        7,286,440  

Other Assets, less Liabilities - (2.5)%

 

     (177,958

Net Assets - 100.0%

      $ 7,108,482  
     
 

 

 

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

38


Table of Contents
    

 

 

AMG River Road International Value Equity Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

      

 

* 

Non-income producing security.

 

1 

Some of this security, amounting to $132,554 or 1.9% of net assets, was out on loan to various borrowers and is collateralized by cash. 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 October 31, 2022, 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 following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2022:

 

   

Level 1

 

   

Level 21

 

   

Level 3

 

   

Total

 

 

 Investments in Securities

       

Common Stocks

       

Financials

    $65,306       $1,694,793             $1,760,099  

Industrials

          1,199,327             1,199,327  

Communication Services

    351,424       487,276             838,700  

Health Care

          744,710             744,710  

Information Technology

    348,721       303,935             652,656  

Consumer Staples

    102,846       505,138             607,984  

Energy

          444,790             444,790  

Consumer Discretionary

          212,756             212,756  

Utilities

          202,059             202,059  

Materials

          130,848             130,848  

Preferred Stock

       

Consumer Discretionary

          70,529             70,529  

Short-Term Investments

       

Joint Repurchase Agreements

          138,897             138,897  

Other Investment Companies

    283,085                   283,085  
 

 

 

   

 

 

   

 

 

   

 

 

 

 Total Investments in Securities

 

 

$1,151,382

 

 

 

$6,135,058

 

 

 

 

 

 

$7,286,440

 

 

 

 

   

 

 

   

 

 

   

 

 

 

 

1 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

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AMG River Road International Value Equity Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

      

 

The country allocation in the Schedule of Portfolio Investments at October 31, 2022, was as follows:

 

 Country    % of Long-Term
Investments

 Belgium

   1.9

 Brazil

   4.1

 Canada

   1.2

 France

   16.2  

 Germany

   16.3  

 Hong Kong

   4.3

 Israel

   3.9

 Japan

   14.0  

 Mexico

   1.5

 Portugal

   3.0

 Singapore

   3.7

 South Korea

   2.0

 Switzerland

   12.6  

 United Kingdom

   15.3  
  

 

   100.0    
  

 

    

 

 

 

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

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AMG River Road Focused Absolute Value Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

      

 

 

OVERVIEW

 

For the fiscal year ended October 31, 2022, AMG River Road Focused Absolute Value Fund (the “Fund”) Class N shares returned (14.80)%, trailing the (7.25)% return for the Russell 3000® Value Index, the Fund’s primary benchmark.

 

PERFORMANCE REVIEW

 

The Fund significantly underperformed the Russell 3000® Value during the last 12 months. From a sector perspective, allocation effect was negative while stock selection was positive. The largest driver of relative underperformance was communication services, where both allocation and stock selection were negative. The underweight to energy was a significant headwind, as the sector surged 63.18% over the past 12 months, while stock selection in the sector was positive. Underperformance was partially offset by positive stock selection in financials, information technology, and consumer discretionary.

 

The top contributing holdings to the Fund’s active return were Berkshire Hathaway, Inc. Class B (BRK.B) and BJ’s Wholesale Club Holdings, Inc. (BJ). Berkshire is a conglomerate with a diverse group of wholly owned operating companies and other public/private investments. Over the past 12 months, most of Berkshire’s operating businesses have delivered solid and improving results. Additionally, the company made headlines as it deployed some of its large cash balance to acquire new businesses and expand its investment portfolio at attractive prices. In insurance, Berkshire has seen very strong performance in its property and casualty (“P&C”) and reinsurance operations, which have grown significantly in the past year with high underwriting profits, adjusting for recent catastrophic events (i.e., Hurricane Ian). In recent years, favorable pricing conditions have helped insurers achieve pricing in excess of loss cost trends in many lines. Berkshire continues to take advantage of this “hard market” particularly evidenced by Primary Group (its P&C segment) having grown year to date earned premiums by 18% and net written premiums 15%. Beyond insurance, Berkshire’s three operating segments, Burlington Northern, Berkshire Hathaway Energy, and Manufacturing, Service and Retail (“MSR”), have each grown operating profits this year as the economy slowly emerges from pandemic-related shutdowns. This is particularly clear in Manufacturing, Service and Retail, which has seen pretax earnings increase 14% so far in 2022 despite impressive comparisons in 2021. Berkshire’s consolidated book value per share has declined (3.6)% in the last 12 months, primarily due to market

      

declines in the investment portfolio. However, investors are encouraged by the company’s ability to buy new assets during this period. Recent capital deployments include Chevron Corp., Occidental Petroleum Corp., HP Inc., and the acquisition of Alleghany Corp., an insurance business Berkshire acquired for $11.6 billion on October 19, 2022. We reduced the position over the last 12 months given the strong outperformance.

 

Over the last 12 months, BJ’s, a warehouse club retailer with more than 200 stores primarily located in the eastern United States, reported strong top-line results supported by continued above-average membership trends. In the third quarter, same-store sales grew 7.6%, excluding fuel, driven by higher traffic. Same-store fuel gallons increased 18%, significantly outpacing the industry, which experienced a decline in volumes year over year. Membership fees rose 11% while the membership base grew 6% year over year (1% sequentially) as new membership, price, renewals, and membership mix all improved. EBITDA increased 23% with sales growth and fuel contribution overcoming higher supply chain costs and price investments for club members, consistent with BJ’s strategy to provide value to its club members through low-cost merchandise. In addition to impressive results, management raised its same-store sales, fuel, and EPS guidance and provided a much more bullish outlook on 2H 2022 than it had at the start of the year. We trimmed the position during the quarter as shares approached our assessed value.

 

The bottom contributing holdings to the Fund’s active return were Liberty Broadband Corp. (LBRDK) and Meta Platforms Inc. (META). Liberty Broadband Corp., a holding company with a 26% ownership stake in Charter Communications (CHTR), experienced subscriber growth well above historical levels through the first half of 2021 as the pandemic highlighted the importance of connectivity for work, school, and entertainment. Considering these high comparisons, we expected subscriber growth trends to revert to more normalized pre-pandemic levels. However, the market also attributed intensifying competitive pressures to reported subscriber growth that was below expectations over the last 12 months. The market appears to be attributing the softness to fixed wireless and fiber competition and extrapolating those fears into the future. Management blamed the weakness on fewer people moving (fewer opportunities to win) as well as COVID-19 pulling growth forward. While we believe management’s points are valid, we are not dismissing the threat of competition. The team

      

continues to closely monitor subscriber additions at Charter Communications along with many other industry players to gain a complete understanding of the competitive landscape. While subscriber growth has underwhelmed, quarterly revenue, EBITDA, and free cash flow continue to grow at mid-single digit to low double-digit rates. Additionally, Charter Communications continues to retire shares at a rate of 2% or more per quarter at significant discounts to assessed value. Liberty Broadband is also actively repurchasing shares, we believe at a 15% to 20% discount to Charter Communications’s market price. Despite the stock’s attractive valuation, we exited the position to manage underperformance and overall exposure to cable and initiate other attractive risk/reward opportunities that developed during the quarter.

 

In February, Meta Platforms, the largest online social network company in the world with billions of active monthly users across several products including Facebook, Instagram, Messenger, and WhatsApp, saw shares decline dramatically when the company reported largely in-line Q4 2021 results but surprised the market (and us) with significantly lower-than-expected quarterly revenue guidance and a cautious full year outlook, primarily due to recent tracking restrictions from Apple and increasing competition for user attention. Meta Platforms is simultaneously investing massive sums to build capabilities in the metaverse, its new namesake, magnifying the margin impact of these recent revenue and cost headwinds. After a thorough review, we elected to reduce the conviction rating and assessed value for Meta Platforms reflecting lower near-term revenue and higher expense outlook, as well as an elevated risk profile as the company works to resolve these challenges. We exited the position due to declining conviction, valuation, and unrealized losses.

 

POSITIONING AND OUTLOOK

 

As always, the Fund invests in companies we believe represent the most attractive combination of risk (conviction) and reward (discount) available across the River Road universe of U.S. equity portfolio holdings. We expect further downside for stocks but continue to believe high quality smaller cap and value stocks are well positioned. We think it could be years, not quarters, before investors see sustainable and meaningful new highs in stocks as markets struggle with valuations in an era of higher rates and geopolitical uncertainty. The past few years (or decade) was one hell of a party for investors; we should not expect the hangover to pass quickly. Thus, investors should get comfortable with volatility

 

 

 

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AMG River Road Focused Absolute Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

 

and a range bound tape. On a more positive note, it is common for the market to struggle through the first three quarters of midterm years, before moving higher in the final quarter. We can see such a rally unfolding, although given it is so widely expected probably decreases the probability and/or magnitude.        Lastly, we think high quality companies with attractive growth rates and attractive valuations are a wonderful place to be positioned in the current environment. While recent performance has been challenging, we view the recovery in relative performance since its May trough as the result of improved positioning. We continue to refine our watchlists to take advantage of any opportunities that volatility presents and remain steadfast in our resolve to end the year in a much better position.        This commentary reflects the viewpoints of River Road Asset Management, LLC as of October 31, 2022, and is not intended as a forecast or guarantee of future results.

 

 

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AMG River Road Focused Absolute Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG River Road Focused Absolute Value Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. The graph compares a hypothetical $10,000 investment made in the AMG River Road Focused Absolute Value Fund’s Class N shares on November 3, 2015, to a $10,000 investment made in the Russell 3000® Value Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG River Road Focused Absolute Value Fund and the Russell 3000® Value Index for the same time periods ended October 31, 2022.

 

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

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

 

Class N

     (14.80 %)      4.23     6.64     11/03/15  

Class I

     (14.64 %)      4.47     6.89     11/03/15  

Class Z

     (14.59 %)      4.52     4.00     09/29/17  

Russell 3000® Value Index14

     (7.25 %)      7.07     8.31      11/03/15  

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at 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 October 31, 2022. All returns are in U.S. Dollars ($).

 

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

 

3  Investing in publicly traded partnerships (PTPs) (including master limited partnerships) involves risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets, which in many cases includes the same types of risks as energy and natural resources companies. PTPs are also subject to capital market risk. PTPs may lose their partnership status for tax purposes. The Fund’s status as a regulated investment company may be jeopardized if it does not appropriately limit such investments in PTPs or if such investments are recharacterized for tax purposes.

 

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

 

5  The Fund is subject to 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.

 

6  Active and frequent trading of a fund may result in higher transaction costs and increased tax liability.

 

7  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.

 

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  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.

 

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

 

 

 

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AMG River Road Focused Absolute Value Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

      

 

 

11 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.

 

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

      

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 3000® Value Index measures the performance of the broad value segment of the U.S. equity universe. It includes those Russell 3000® companies with lower price-to-book ratios

      

and lower forecasted growth values. Unlike the Fund, the Russell 3000® Value Index is unmanaged, is not available for investment and does not incur expenses.

 

The Russell 3000® Value Index is a trademark of the London Stock Exchange Group companies.

 

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

 

 

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Table of Contents
   

 

AMG River Road Focused Absolute Value Fund

Fund Snapshots (unaudited)

October 31, 2022

 

 

 

 

PORTFOLIO BREAKDOWN

 

    Sector    % of
Net Assets
 

Financials

       19.8
 

Consumer Discretionary

       15.5
 

Information Technology

       14.5
 

Consumer Staples

       12.7
 

Health Care

       11.5
 

Industrials

       9.4
 

Utilities

       7.6
 

Communication Services

       5.1
 

Energy

       2.5
 

Short-Term Investments

       1.6
 

Other Assets, Less Liabilities

       (0.2 )

TOP TEN HOLDINGS

 

    Security Name    % of
Net Assets
 
 

Berkshire Hathaway, Inc., Class B

     7.3      
 

LKQ Corp.

     4.6      
 

The AES Corp.

     4.4      
 

The Kroger Co.

     4.2      
 

Starbucks Corp.

     4.2      
 

Pfizer, Inc.

     4.2      
 

Fiserv, Inc.

     3.9      
 

Advance Auto Parts, Inc.

     3.9      
 

Premier, Inc., Class A

     3.8      
 

Oracle Corp.

     3.6      
  

 

 

 
 

     Top Ten as a Group

    

 

    44.1    

 

 

 

  

 

 

 
 

 

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

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

 

 

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Table of Contents
    

 

AMG River Road Focused Absolute Value Fund

Schedule of Portfolio Investments

October 31, 2022

 

   

    

 

      

 

 

      Shares      Value  

Common Stocks - 98.6%

     

Communication Services - 5.1%

 

  

Alphabet, Inc., Class C*

     18,248        $1,727,355  

Comcast Corp., Class A

     48,112        1,527,075  

Total Communication Services

        3,254,430  

Consumer Discretionary - 15.5%

 

  

Advance Auto Parts, Inc.

     12,920        2,453,766  

Asbury Automotive Group, Inc.*,1

     11,455        1,807,026  

LKQ Corp.

     52,498        2,920,989  

Starbucks Corp.

     30,901        2,675,718  

Total Consumer Discretionary

        9,857,499  

Consumer Staples - 12.7%

     

BJ’s Wholesale Club Holdings, Inc.*

     13,291        1,028,723  

The Kroger Co.

     56,741        2,683,282  

Molson Coors Beverage Co., Class B

     43,688        2,203,186  

Unilever PLC, Sponsored ADR (United Kingdom)1

     47,580        2,165,366  

Total Consumer Staples

        8,080,557  

Energy - 2.5%

     

SM Energy Co.

     35,430        1,593,641  

Financials - 19.8%

     

Berkshire Hathaway, Inc., Class B*

     15,683        4,627,896  

Fairfax Financial Holdings, Ltd. (Canada)

     4,529        2,228,042  

U.S. Bancorp

     53,399        2,266,787  

White Mountains Insurance Group, Ltd.

     799        1,131,504  

Willis Towers Watson PLC (United Kingdom)

     10,522        2,296,006  

Total Financials

        12,550,235  

Health Care - 11.5%

     

Patterson Cos., Inc.

     87,376        2,269,155  

Pfizer, Inc.

     56,881        2,647,811  

Premier, Inc., Class A

     68,463        2,387,989  

Total Health Care

        7,304,955  

    

     

 

*

Non-income producing security.

 

1 

Some of these securities, amounting to $2,663,174 or 4.2% 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  

Industrials - 9.4%

     

Air Transport Services Group, Inc.*

     58,213      $ 1,699,820  

UniFirst Corp.

     11,829        2,176,654  

United Parcel Service, Inc., Class B

     12,654        2,122,961  

Total Industrials

        5,999,435  

Information Technology - 14.5%

     

Corning, Inc.

     39,026        1,255,466  

Fiserv, Inc.*

     24,455        2,512,507  

Oracle Corp.

     29,638        2,313,839  

QUALCOMM, Inc.

     10,922        1,285,083  

TD SYNNEX Corp.

     19,846        1,816,107  

Total Information Technology

        9,183,002  

Utilities - 7.6%

     

The AES Corp.

     106,557        2,787,531  

Vistra Corp.

     87,376        2,007,027  

Total Utilities

        4,794,558  

Total Common Stocks

     

(Cost $58,911,843)

        62,618,312  

Short-Term Investments - 1.6%

 

  

Other Investment Companies - 1.6%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 2.91%2

     412,456        412,456  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 3.09%2

     618,685        618,685  

Total Short-Term Investments
(Cost $1,031,141)

        1,031,141  

Total Investments - 100.2%
(Cost $59,942,984)

        63,649,453  

Other Assets, less Liabilities - (0.2)%

 

     (109,809

Net Assets - 100.0%

      $ 63,539,644  

    

     

 

2 

Yield shown represents the October 31, 2022, 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.

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AMG River Road Focused Absolute Value Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

      

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2022:

 

    

Level 1

 

    

Level 2

 

    

Level 3

 

    

Total

 

  Investments in Securities

           

Common Stocks

  

$

62,618,312

 

  

 

 

  

 

 

  

$62,618,312

Short-Term Investments

           

Other Investment Companies

     1,031,141                    1,031,141
  

 

 

    

 

 

    

 

 

    

 

  Total Investments in Securities

  

$

63,649,453

 

  

 

 

  

 

 

  

$63,649,453

  

 

 

    

 

 

    

 

 

    

 

 

 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

47


Table of Contents
    

 

    

Statement of Assets and Liabilities

October 31, 2022

 

   

    

 

      

 

 

    AMG
River Road
Mid Cap
Value Fund
  AMG River
Road Large Cap
Value Select
Fund
  AMG
River Road
Small Cap
Value Fund
  AMG
River Road
Dividend All Cap
Value Fund

Assets:

               

Investments at value1 (including securities on loan valued at $2,455,734, $4,270,431, $10,103,979, and $8,546,674, respectively)

      $309,231,463       $34,481,555       $870,431,361       $335,887,180

Receivable for investments sold

      2,272,662       934,599            

Dividend and interest receivables

      2,730,466       402,423       346,966       822,556

Securities lending income receivable

      447       440       1,692       2,269

Receivable for Fund shares sold

      87,968       108       1,049,421       147,231

Receivable from affiliate

                        6,587

Prepaid expenses and other assets

      23,217       9,985       30,200       17,816

Total assets

      314,346,223       35,829,110       871,859,640       336,883,639     

Liabilities:

               

Payable upon return of securities loaned

      2,335,584             3,136,263       6,118,211

Payable for investments purchased

      2,334,180       1,539,719            

Payable for Fund shares repurchased

      446,166       12,600       850,276       214,652

Accrued expenses:

               

Investment advisory and management fees

      205,319       16,874       554,740       132,746

Administrative fees

      37,473       4,204       104,014       39,824

Distribution fees

      42,554       770       7,973       7,405

Shareholder service fees

      21,377       567       47,149       10,518

Other

      95,150       52,744       161,883       97,913

Total liabilities

      5,517,803       1,627,478       4,862,298       6,621,269
               

Net Assets

      $308,828,420       $34,201,632       $866,997,342       $330,262,370

1 Investments at cost

      $321,633,582       $34,446,328       $717,541,807       $254,926,200

 

 

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

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Table of Contents
    

 

    

    

Statement of Assets and Liabilities (continued)

 

   

    

 

      

 

 

    AMG
River Road
Mid Cap

Value Fund
  AMG
River Road Large

Cap Value
Select Fund
  AMG
River Road
Small Cap

Value Fund
  AMG
River Road
Dividend All Cap

Value Fund

Net Assets Represent:

               

Paid-in capital

      $295,914,123       $40,531,277       $687,228,577       $220,568,225

Total distributable earnings (loss)

      12,914,297       (6,329,645 )       179,768,765       109,694,145

Net Assets

      $308,828,420       $34,201,632       $866,997,342       $330,262,370

Class N:

               

Net Assets

      $227,512,828       $3,682,560       $37,264,829       $36,431,931

Shares outstanding

      12,822,477       261,509       2,613,152       3,406,343

Net asset value, offering and redemption price per share

      $17.74       $14.08       $14.26       $10.70     

Class I:

               

Net Assets

      $74,094,348       $30,519,072       $819,940,183       $290,631,758

Shares outstanding

      3,889,762       2,150,862       55,562,007       27,200,966

Net asset value, offering and redemption price per share

      $19.05       $14.19       $14.76       $10.68

Class Z:

               

Net Assets

      $7,221,244             $9,792,330       $3,198,681

Shares outstanding

      381,288             662,526       299,359

Net asset value, offering and redemption price per share

      $18.94             $14.78       $10.69

 

 

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

49


Table of Contents
    

 

    

    

Statement of Assets and Liabilities (continued)

 

   

    

 

      

 

    AMG
River Road
Small-Mid Cap
Value Fund
  AMG
River Road
International Value
Equity Fund
  AMG
River Road
Focused Absolute
Value Fund

Assets:

           

Investments at value1 (including securities on loan valued at $115,718, $132,554, and $2,663,174, respectively)

      $241,290,932       $7,286,440       $63,649,453

Foreign currency2

            2,230      

Receivable for investments sold

      1,351,794            

Dividend and interest receivables

      47,609       32,969       47,648

Securities lending income receivable

      413       54       260

Receivable for Fund shares sold

      356,939            

Receivable from affiliate

            8,857       6,279

Prepaid expenses and other assets

      13,129       4,626       17,919

Total assets

      243,060,816       7,335,176       63,721,559     

Liabilities:

           

Payable upon return of securities loaned

            138,897      

Payable for investments purchased

      963,347            

Payable for Fund shares repurchased

      235,988       36,157       80,341

Accrued expenses:

           

Investment advisory and management fees

      144,729       3,099       31,002

Administrative fees

      28,946       877       7,751

Distribution fees

      3,698       209       710

Shareholder service fees

      9,027       258       1,819

Other

      74,252       47,197       60,292

Total liabilities

      1,459,987       226,694       181,915
           

Net Assets

      $241,600,829       $7,108,482       $63,539,644

1 Investments at cost

      $206,019,051       $8,349,449       $59,942,984

2 Foreign currency at cost

            $2,167      

 

 

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

50


Table of Contents
    

 

    

Statement of Assets and Liabilities (continued)

 

   

    

 

      

 

    AMG
River Road
Small-Mid Cap
Value Fund
    AMG
River Road
International Value
Equity Fund
    AMG
River Road
Focused Absolute
Value Fund
 

Net Assets Represent:

                 

Paid-in capital

      $196,351,033           $8,368,591           $60,443,301    

Total distributable earnings (loss)

      45,249,796           (1,260,109         3,096,343    

Net Assets

      $241,600,829           $7,108,482           $63,539,644    

Class N:

                 

Net Assets

      $18,960,677           $1,012,434           $2,242,852    

Shares outstanding

      2,084,015           121,206           195,076    

Net asset value, offering and redemption price per share

      $9.10           $8.35           $11.50    

Class I:

                 

Net Assets

      $188,163,366           $5,263,101           $53,619,660    

Shares outstanding

      20,001,082           607,231           4,656,870    

Net asset value, offering and redemption price per share

      $9.41           $8.67           $11.51    

Class Z:

                 

Net Assets

      $34,476,786           $832,947           $7,677,132    

Shares outstanding

      3,660,671           95,655           666,493    

Net asset value, offering and redemption price per share

      $9.42           $8.71           $11.52    

 

 

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

51


Table of Contents
    

 

    

Statement of Operations

For the fiscal year ended October 31, 2022

 

   

    

 

      

 

 

    AMG
River Road
Mid Cap
Value Fund
    AMG
River Road Large
Cap Value
Select Fund
    AMG
River Road
Small Cap
Value Fund
    AMG
River Road
Dividend All Cap
Value Fund
 

Investment Income:

                       

Dividend income

      $6,995,476 1          $924,108 2          $6,395,592           $9,304,819    

Interest income

      324           85                        

Securities lending income

      2,551           3,480           16,738           16,794    

Foreign withholding tax

                (8,078         (56,881         (19,502  

Total investment income

      6,998,351           919,595           6,355,449           9,302,111    

Expenses:

                       

Investment advisory and management fees

      1,960,465           131,250           6,802,408           2,005,238    

Administrative fees

      525,124           56,250           1,275,452           528,864    

Distribution fees - Class N

      609,063           10,925           83,932           98,590    

Shareholder servicing fees - Class N

      251,383           4,370           33,643           15,774    

Shareholder servicing fees - Class I

      45,394           9,449           710,749           124,150    

Registration fees

      53,743           25,218           60,806           40,017    

Professional fees

      52,263           30,118           96,543           61,481    

Custodian fees

      38,788           18,460           76,261           42,873    

Transfer agent fees

      24,986           9,300           32,017           13,791    

Trustee fees and expenses

      23,662           2,576           57,147           23,725    

Reports to shareholders

      (5,723         (4,159         55,396           9,252    

Interest expense

      891                               1,641    

Miscellaneous

      14,360           2,879           77,055           32,326    

Total expenses before offsets

      3,594,399           296,636           9,361,409           2,997,722    

Expense reimbursements

      (27,037         (46,891                   (117,693  

Expense reductions

      (19,146         (1,535         (38,236         (22,184  

Net expenses

      3,548,216           248,210           9,323,173           2,857,845    
                       

Net investment income (loss)

      3,450,135           671,385           (2,967,724         6,444,266    

Net Realized and Unrealized Gain (Loss):

                       

Net realized gain (loss) on investments

      26,043,244           (991,432         32,053,565           43,952,790    

Net change in unrealized appreciation/depreciation on investments

      (49,642,188         (3,078,280         (29,813,692         (51,226,403  

Net realized and unrealized gain (loss)

      (23,598,944         (4,069,712         2,239,873           (7,273,613  
                       

Net decrease in net assets resulting from operations

      $(20,148,809)           $(3,398,327)           $(727,851)           $(829,347)    

1 Includes non-recurring dividends of $2,341,727.

2 Includes non-recurring dividends of $362,824.

 

 

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

52


Table of Contents
    

 

    

    

Statement of Operations (continued)

 

   

    

 

      

 

    AMG
River Road
Small-Mid Cap
Value Fund
    AMG
River Road
International Value
Equity Fund
    AMG
River Road
Focused Absolute
Value Fund
 

Investment Income:

                 

Dividend income

      $2,514,057           $370,681 1          $1,782,188    

Interest income

                          675    

Securities lending income

      16,322           274           3,050    

Foreign withholding tax

      (6,896         (27,646            

Total investment income

      2,523,483           343,309           1,785,913    

Expenses:

                 

Investment advisory and management fees

      1,896,998           42,852           788,816    

Administrative fees

      379,400           12,128           197,204    

Distribution fees - Class N

      50,993           3,052           6,955    

Shareholder servicing fees - Class N

      12,268           617           1,116    

Shareholder servicing fees - Class I

      106,975           3,108           47,164    

Professional fees

      46,131           31,159           39,362    

Registration fees

      41,045           23,300           34,051    

Custodian fees

      36,066           30,575           29,924    

Trustee fees and expenses

      17,024           554           9,130    

Reports to shareholders

      11,701           2,177           4,530    

Transfer agent fees

      10,745           486           5,828    

Interest expense

                          10,170    

Miscellaneous

      24,501           2,728           14,904    

Total expenses before offsets

      2,633,847           152,736           1,189,154    

Expense reimbursements

                (86,935         (98,288  

Expense reductions

      (15,426         (921         (21,744  

Net expenses

      2,618,421           64,880           1,069,122    
                 

Net investment income (loss)

      (94,938         278,429           716,791    

Net Realized and Unrealized Loss:

                 

Net realized gain (loss) on investments

      11,600,764           (445,365         2,657,573    

Net realized loss on foreign currency transactions

                (3,786            

Net change in unrealized appreciation/depreciation on investments

      (15,124,084         (780,988         (21,462,247  

Net change in unrealized appreciation/depreciation on foreign currency translations

                (712            

Net realized and unrealized loss

      (3,523,320         (1,230,851         (18,804,674  
                 

Net decrease in net assets resulting from operations

      $(3,618,258)           $(952,422)           $(18,087,883)    

1 Includes non-recurring dividends of $124,873.

 

 

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

53


Table of Contents
    

 

    

Statements of Changes in Net Assets

For the fiscal years ended October 31,

 

   

    

 

      

 

 

     AMG
River Road
Mid Cap Value Fund
    AMG
River Road Large
Cap Value Select Fund
    AMG
River Road
Small Cap Value Fund
 
     2022     2021     2022     2021     2022     2021  

Increase (Decrease) in Net Assets Resulting From Operations:

            

Net investment income (loss)

     $3,450,135       $803,269       $671,385       $148,514       $(2,967,724     $(2,778,893

Net realized gain (loss) on investments

     26,043,244       258,272,570       (991,432     8,380,167       32,053,565       77,730,613  

Net change in unrealized appreciation/depreciation on investments

     (49,642,188     (64,506,569     (3,078,280     3,843,506       (29,813,692     163,130,688  

Net increase (decrease) in net assets resulting from operations

     (20,148,809     194,569,270       (3,398,327     12,372,187       (727,851     238,082,408  

Distributions to Shareholders:

            

Class N

     (9,096,124     (178,403,401           (667,556     (2,525,400      

Class I

     (3,627,499     (89,340,284     (148,346     (5,854,852     (60,899,554     (32,321

Class Z

     (308,106     (6,230,574                 (572,964     (824

Total distributions to shareholders

     (13,031,729     (273,974,259     (148,346     (6,522,408     (63,997,918     (33,145

Capital Share Transactions:1

            

Net increase (decrease) from capital share transactions

     (66,134,751     41,394,175       (3,775,114     (8,032,778     54,093,356       124,998,329  
            

Total increase (decrease) in net assets

     (99,315,289     (38,010,814     (7,321,787     (2,182,999     (10,632,413     363,047,592  

Net Assets:

            

Beginning of year

     408,143,709       446,154,523       41,523,419       43,706,418       877,629,755       514,582,163  

End of year

     $308,828,420       $408,143,709       $34,201,632       $41,523,419       $866,997,342       $877,629,755  

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

 

 

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

54


Table of Contents
    

 

    

Statements of Changes in Net Assets (continued)

For the fiscal years ended October 31,

 

   

    

 

      

 

 

     AMG
River Road
Dividend All Cap
Value Fund
    AMG
River Road
Small-Mid Cap
Value Fund
    AMG
River Road
International Value
Equity Fund
 
     2022     2021     2022     2021     2022     2021  

Increase (Decrease) in Net Assets Resulting From Operations:

            

Net investment income (loss)

     $6,444,266       $8,836,861       $(94,938     $(387,573     $278,429       $(73,726

Net realized gain (loss) on investments

     43,952,790       74,356,959       11,600,764       24,570,939       (449,151     4,384,536  

Net change in unrealized appreciation/depreciation on investments

     (51,226,403     67,143,423       (15,124,084     54,476,017       (781,700     (620,449

Net increase (decrease) in net assets resulting from operations

     (829,347     150,337,243       (3,618,258     78,659,383       (952,422     3,690,361  

Distributions to Shareholders:

            

Class N

     (7,853,246     (727,705     (1,300,180           (8,584     (532,006

Class I

     (67,471,975     (8,517,604     (11,974,114     (4,398     (52,305     (2,364,560

Class Z

     (467,570     (45,063     (2,022,835     (318     (4,607     (146,169

Total distributions to shareholders

     (75,792,791     (9,290,372     (15,297,129     (4,716     (65,496     (3,042,735

Capital Share Transactions:1

            

Net increase (decrease) from capital share transactions

     (21,546,543     (164,718,707     (16,650,233     19,990,348       (1,091,145     (7,714,823
            

Total increase (decrease) in net assets

     (98,168,681     (23,671,836     (35,565,620     98,645,015       (2,109,063     (7,067,197

Net Assets:

            

Beginning of year

     428,431,051       452,102,887       277,166,449       178,521,434       9,217,545       16,284,742  

End of year

     $330,262,370       $428,431,051       $241,600,829       $277,166,449       $7,108,482       $9,217,545  

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

 

 

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

55


Table of Contents
    

 

    

Statements of Changes in Net Assets (continued)

For the fiscal years ended October 31,

 

   

    

 

      

 

 

     AMG
River Road
Focused Absolute
Value Fund
 
     2022     2021  

 Increase (Decrease) in Net Assets Resulting From Operations:

    

 Net investment income

     $716,791       $663,151  

 Net realized gain on investments

     2,657,573       32,121,761  

 Net change in unrealized appreciation/depreciation on investments

     (21,462,247     14,157,205  

 

    

 Net increase (decrease) in net assets resulting from operations

     (18,087,883     46,942,117  

 Distributions to Shareholders:

    

 Class N

     (221,233      

 Class I

     (12,072,508     (950,327

 Class Z

     (930,537     (18,026

 Total distributions to shareholders

     (13,224,278     (968,353

 Capital Share Transactions:1

    

 Net increase (decrease) from capital share transactions

     (98,597,273     1,789,489  
          

 Total increase (decrease) in net assets

     (129,909,434     47,763,253  

 Net Assets:

    

 Beginning of year

     193,449,078       145,685,825  

 

    

 End of year

     $63,539,644       $193,449,078  

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

 

 

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

56


Table of Contents
    

 

AMG River Road Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

    For the fiscal years ended October 31,  
 Class N         2022           2021           2020           2019           2018  

 Net Asset Value, Beginning of Year

      $19.43               $29.75               $34.95               $38.27               $41.95  

 Income (loss) from Investment Operations:

                   

 Net investment income1,2

      0.17 3        0.02 4        0.16         0.34 5        0.08  

 Net realized and unrealized gain (loss) on investments

      (1.22       11.69         (2.85       (0.85       (0.95

 

                   

 Total income (loss) from investment operations

      (1.05       11.71         (2.69       (0.51       (0.87

 Less Distributions to Shareholders from:

                   

 Net investment income

      (0.04       (0.02       (0.33       (0.15        

 Net realized gain on investments

      (0.60       (22.01       (2.18       (2.66       (2.81

 

                   

 Total distributions to shareholders

      (0.64       (22.03       (2.51       (2.81       (2.81

 Net Asset Value, End of Year

      $17.74         $19.43         $29.75         $34.95         $38.27  

 

                   

 Total Return2,6

      (5.67 )%        50.65       (8.62 )%        (0.55 )%        (2.82 )% 

 Ratio of net expenses to average net assets

      1.09 %7        1.13 %7        1.14       1.15       1.12

 Ratio of gross expenses to average net assets8

      1.11       1.18       1.16       1.15       1.13

 Ratio of net investment income to average net assets2

      0.90       0.08       0.52       0.95       0.19

 Portfolio turnover

      71       149       50       21       18

 Net assets end of year (000’s) omitted

            $227,513               $287,165               $259,561               $518,354               $893,685  
                                                                          

 

 

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Table of Contents
    

 

AMG River Road Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
 Class I           2022               2021               2020               2019               2018    

 Net Asset Value, Beginning of Year

      $20.82               $30.68               $35.96               $39.33               $42.97  

 Income (loss) from Investment Operations:

                   

 Net investment income1,2

      0.24 3        0.09 4        0.25         0.45 5        0.19  

 Net realized and unrealized gain (loss) on investments

      (1.32       12.16         (2.94       (0.89       (0.99

 

                   

 Total income (loss) from investment operations

      (1.08       12.25         (2.69       (0.44       (0.80

 Less Distributions to Shareholders from:

                   

 Net investment income

      (0.09       (0.10       (0.41       (0.27       (0.03

 Net realized gain on investments

      (0.60       (22.01       (2.18       (2.66       (2.81

 

                   

 Total distributions to shareholders

      (0.69       (22.11       (2.59       (2.93       (2.84

 Net Asset Value, End of Year

      $19.05         $20.82         $30.68         $35.96         $39.33  

 

                   

 Total Return2,6

      (5.41 )%        51.11       (8.38 )%        (0.33 )%        (2.56 )% 

 Ratio of net expenses to average net assets

      0.80 %7        0.87 %7        0.90       0.90       0.87

 Ratio of gross expenses to average net assets8

      0.82       0.92       0.92       0.90       0.88

 Ratio of net investment income to average net assets2

      1.19       0.34       0.76       1.20       0.44

 Portfolio turnover

      71       149       50       21       18

 Net assets end of year (000’s) omitted

            $74,094               $112,741               $176,807               $1,102,479               $1,754,203  
                                                                        

 

 

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AMG River Road Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
 Class Z         2022           2021           2020             2019             2018  

 Net Asset Value, Beginning of Year

      $20.71               $30.63               $35.95               $39.34               $42.98  

 Income (loss) from Investment Operations:

                   

 Net investment income1,2

      0.24 3        0.10 4        0.28         0.48 5        0.22  

 Net realized and unrealized gain (loss) on investments

      (1.29       12.13         (2.94       (0.89       (0.98

 

                   

 Total income (loss) from investment operations

      (1.05       12.23         (2.66       (0.41       (0.76

 Less Distributions to Shareholders from:

                   

 Net investment income

      (0.12       (0.14       (0.48       (0.32       (0.07

 Net realized gain on investments

      (0.60       (22.01       (2.18       (2.66       (2.81

 

                   

 Total distributions to shareholders

      (0.72       (22.15       (2.66       (2.98       (2.88

 Net Asset Value, End of Year

      $18.94         $20.71         $30.63         $35.95         $39.34  

 

                   

 Total Return2,6

      (5.34 )%        51.18       (8.32 )%        (0.25 )%        (2.48 )% 

 Ratio of net expenses to average net assets

      0.75 %7        0.80 %7        0.82       0.82       0.79

 Ratio of gross expenses to average net assets8

      0.77       0.85       0.84       0.82       0.80

 Ratio of net investment income to average net assets2

      1.24       0.41       0.84       1.28       0.52

 Portfolio turnover

      71       149       50       21       18

 Net assets end of year (000’s) omitted

            $7,221               $8,237               $9,786               $47,907               $205,203  
                                                                   

    

 

 

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.05, $0.11 and $0.11 for Class N, Class I and Class Z, respectively.

 

4 

Includes non-recurring dividends. Without these dividends, net investment income (loss) per share would have been $(0.02), $0.05 and $0.06 for Class N, Class I and Class Z, respectively.

 

5 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.23, $0.33 and $0.36 for Class N, Class I and Class Z, respectively.

 

6 

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

 

7 

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

 

8 

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

 

 

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AMG River Road Large Cap Value Select Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
 Class N         2022           2021           2020           2019           2018  

 Net Asset Value, Beginning of Year

            $15.45               $13.73               $16.22               $15.68               $17.97  

 Income (loss) from Investment Operations:

                   

 Net investment income (loss)1,2

      0.22 3        0.01         0.04 4        0.12 5        (0.07

 Net realized and unrealized gain (loss) on investments

      (1.59       4.27         (1.84       0.95         1.94  

 

                   

 Total income (loss) from investment operations

      (1.37       4.28         (1.80       1.07         1.87  

 Less Distributions to Shareholders from:

                   

 Net investment income

              (2.56               (0.02        

 Net realized gain on investments

                      (0.69       (0.51       (4.16

 

                   

 Total distributions to shareholders

              (2.56       (0.69       (0.53       (4.16

 Net Asset Value, End of Year

      $14.08         $15.45         $13.73         $16.22         $15.68  

 

                   

 Total Return2,6

      (8.87 )%        33.53       (11.66 )%        7.15       12.54

 Ratio of net expenses to average net assets

      0.95 %7        1.00 %7        1.04       1.28 %7,8        2.24 %7,8 

 Ratio of gross expenses to average net assets9

      1.07       1.14       1.08       1.30       2.36

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

      1.51       0.08       0.25       0.74       (0.43 )% 

 Portfolio turnover

      91       256       750       330       240

 Net assets end of year (000’s) omitted

            $3,683               $4,623               $4,716               $14,301               $24,536  

    

 

                                                                     

 

 

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AMG River Road Large Cap Value Select Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
 Class I         2022           2021           2020           2019           2018  

 Net Asset Value, Beginning of Year

            $15.58         $13.80         $16.25         $15.71         $17.97  

 Income (loss) from Investment Operations:

                   

 Net investment income (loss)1,2

      0.27 3        0.06         0.08 4        0.16 5        (0.02

 Net realized and unrealized gain (loss) on investments

      (1.60             4.29               (1.84             0.95               1.92  

 

                   

 Total income (loss) from investment operations

      (1.33       4.35         (1.76       1.11         1.90  

 Less Distributions to Shareholders from:

                   

 Net investment income

      (0.06       (2.57               (0.06        

 Net realized gain on investments

                      (0.69       (0.51       (4.16

 

                   

 Total distributions to shareholders

      (0.06       (2.57       (0.69       (0.57       (4.16

 Net Asset Value, End of Year

      $14.19         $15.58         $13.80         $16.25         $15.71  

 

                   

 Total Return2,6

      (8.55 )%        33.93       (11.38 )%        7.43       12.82

 Ratio of net expenses to average net assets

      0.63 %7        0.69 %7        0.76       0.99 %7,8        1.92 %7,8 

 Ratio of gross expenses to average net assets9

      0.75       0.83       0.80       1.01       2.04

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

      1.83       0.39       0.53       1.03       (0.11 )% 

 Portfolio turnover

      91       256       750       330       240

 Net assets end of year (000’s) omitted

            $30,519               $36,900               $38,990               $83,323               $55,590  

    

 

                                                                     

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.08 and $0.13 for Class N and Class I, respectively.

 

4 

Includes non-recurring dividends. Without these dividends, net investment income (loss) per share would have been $(0.01) and $0.03 for Class N and Class I, respectively.

 

5 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.07 and $0.12 for Class N and Class I, respectively.

 

6 

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

 

7 

Includes reduction from broker recapture amounting to less than 0.01%, less than 0.01%, less than 0.01% and 0.01% for the fiscal years ended October 31, 2022, 2021, 2019, and 2018, respectively.

 

8 

Expense ratio includes dividend and interest expense related to securities sold short. Excluding such dividend and interest expense, the ratio of net expenses to average net assets would be 1.04% and 0.75%, 1.04% and 0.72% for Class N and Class I, respectively, for the fiscal years ended October 31, 2019, and 2018, respectively.

 

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.)

 

 

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Table of Contents
    

 

AMG River Road Small Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
 Class N         2022           2021           2020           2019           2018  

 Net Asset Value, Beginning of Year

      $15.45         $10.76         $13.00         $13.26         $14.46  

 Income (loss) from Investment Operations:

                   

 Net investment loss1,2

      (0.09       (0.09       (0.02       (0.04       (0.05

 Net realized and unrealized gain (loss) on investments

      0.06         4.78         (1.43       1.17         0.79  

 

                   

 Total income (loss) from investment operations

      (0.03       4.69         (1.45       1.13         0.74  

 Less Distributions to Shareholders from:

                   

 Net realized gain on investments

      (1.16               (0.79       (1.39       (1.94

 Net Asset Value, End of Year

      $14.26         $15.45         $10.76         $13.00         $13.26  

 

                   

 Total Return2,3

      (0.35 )%        43.59       (12.09 )%        10.86       5.41

 Ratio of net expenses to average net assets4

      1.35       1.33       1.34       1.36       1.35

 Ratio of gross expenses to average net assets5

      1.35       1.35       1.36       1.37       1.36

 Ratio of net investment loss to average net assets2

      (0.60 )%        (0.61 )%        (0.19 )%        (0.33 )%        (0.34 )% 

 Portfolio turnover

      33       39       42       47       41

 Net assets end of year (000’s) omitted

            $37,265               $34,246               $25,920               $29,963               $28,444  

    

 

                                                                     

 

 

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AMG River Road Small Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
 Class I         2022           2021           2020           2019           2018  

 Net Asset Value, Beginning of Year

      $15.91         $11.05         $13.30         $13.51         $14.68  

 Income (loss) from Investment Operations:

                   

 Net investment income (loss)1,2

            (0.05             (0.05             0.01               (0.01             (0.01

 Net realized and unrealized gain (loss) on investments

      0.06         4.91         (1.46       1.20         0.79  

 

                   

 Total income (loss) from investment operations

      0.01         4.86         (1.45       1.19         0.78  

 Less Distributions to Shareholders from:

                   

 Net investment income

              (0.00 )6        (0.01       (0.01       (0.01

 Net realized gain on investments

      (1.16               (0.79       (1.39       (1.94

 

                   

 Total distributions to shareholders

      (1.16       (0.00 )6        (0.80       (1.40       (1.95

 Net Asset Value, End of Year

      $14.76         $15.91         $11.05         $13.30         $13.51  

 

                   

 Total Return2,3

      (0.07 )%        43.99       (11.91 )%        11.23       5.60

 Ratio of net expenses to average net assets4

      1.09       1.07       1.07       1.09       1.10

 Ratio of gross expenses to average net assets5

      1.09       1.09       1.09       1.10       1.11

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

      (0.34 )%        (0.35 )%        0.07       (0.06 )%        (0.09 )% 

 Portfolio turnover

      33       39       42       47       41

 Net assets end of year (000’s) omitted

            $819,940               $835,473               $487,637               $374,344               $330,245  

    

 

                                                                     

 

 

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Table of Contents
    

 

AMG River Road Small Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
 Class Z         2022           2021           2020           2019           2018  

 Net Asset Value, Beginning of Year

      $15.92               $11.05               $13.30               $13.51               $14.68  

 Income (loss) from Investment Operations:

                   

 Net investment income (loss)1,2

             (0.04       (0.04       0.02         0.00 7        0.00 7 

 Net realized and unrealized gain (loss) on investments

      0.06         4.92         (1.46       1.20         0.79  

 

                   

 Total income (loss) from investment operations

      0.02         4.88         (1.44       1.20         0.79  

 Less Distributions to Shareholders from:

                   

 Net investment income

              (0.01       (0.02       (0.02       (0.02

 Net realized gain on investments

      (1.16               (0.79       (1.39       (1.94

 

                   

 Total distributions to shareholders

      (1.16       (0.01       (0.81       (1.41       (1.96

 Net Asset Value, End of Year

      $14.78         $15.92         $11.05         $13.30         $13.51  

 

                   

 Total Return2,3

      (0.00 )%8        44.17       (11.78 )%        11.29       5.71

 Ratio of net expenses to average net assets4

      1.00       0.98       0.99       1.01       1.00

 Ratio of gross expenses to average net assets5

      1.00       1.00       1.01       1.02       1.01

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

      (0.25 )%        (0.26 )%        0.16       0.02       0.01

 Portfolio turnover

      33       39       42       47       41

 Net assets end of year (000’s) omitted

            $9,792               $7,911               $1,025               $186               $163  

    

 

                                                                     

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

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

 

4 

Includes reduction from broker recapture amounting to less than 0.01%, 0.02%, 0.02%, 0.01%, and 0.01% for the fiscal years ended October 31, 2022, 2021, 2020, 2019, and 2018, respectively.

 

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 

Less than $(0.005) per share.

 

7 

Less than $0.005 per share.

 

8 

Less than (0.005)%.

 

 

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Table of Contents
    

 

AMG River Road Dividend All Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,  
 Class N         2022           2021           2020           2019           2018  

 Net Asset Value, Beginning of Year

            $13.28         $10.02         $12.34         $12.29         $12.87  

 Income (loss) from Investment Operations:

                   

 Net investment income1,2

      0.18         0.19         0.25         0.27         0.22  

 Net realized and unrealized gain (loss) on investments

      (0.29       3.27         (1.49       0.80         0.06  

 

                   

 Total income (loss) from investment operations

      (0.11             3.46               (1.24             1.07               0.28  

 Less Distributions to Shareholders from:

                   

 Net investment income

      (0.27       (0.20       (0.34       (0.30       (0.28

 Net realized gain on investments

      (2.20               (0.74       (0.72       (0.58

 

                   

 Total distributions to shareholders

      (2.47       (0.20       (1.08       (1.02       (0.86

 Net Asset Value, End of Year

      $10.70         $13.28         $10.02         $12.34         $12.29  

 

                   

 Total Return2,3

      (1.34 )%        34.74       (10.96 )%        10.11       2.06

 Ratio of net expenses to average net assets4

      1.03       1.06       1.13       1.11       1.10

 Ratio of gross expenses to average net assets5

      1.07       1.09       1.13       1.12       1.11

 Ratio of net investment income to average net assets2

      1.61       1.51       2.38       2.32       1.78

 Portfolio turnover

      30       20       35       29       27

 Net assets end of year (000’s) omitted

            $36,432               $43,430               $41,358               $79,811               $100,420  

    

 

                                                                     

 

 

65


Table of Contents
    

 

AMG River Road Dividend All Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,

 Class I

 

     

2022  

 

     

2021  

 

     

2020  

 

     

2019  

 

     

2018  

 

 Net Asset Value, Beginning of Year

      $13.27               $10.01               $12.33               $12.29               $12.86  

 Income (loss) from Investment Operations:

                   

 Net investment income1,2

      0.21         0.22         0.28         0.31         0.26  

 Net realized and unrealized gain (loss) on investments

      (0.30       3.27         (1.49       0.78         0.06  

 Total income (loss) from investment operations

      (0.09       3.49         (1.21       1.09         0.32  

 Less Distributions to Shareholders from:

                   

 Net investment income

      (0.30       (0.23       (0.37       (0.33       (0.31

 Net realized gain on investments

      (2.20               (0.74       (0.72       (0.58

 Total distributions to shareholders

      (2.50       (0.23       (1.11       (1.05       (0.89

 Net Asset Value, End of Year

      $10.68         $13.27         $10.01         $12.33         $12.29  

 Total Return2,3

      (1.18 )%        35.10       (10.69 )%        10.32       2.38

 Ratio of net expenses to average net assets4

      0.78       0.81       0.86       0.84       0.84

 Ratio of gross expenses to average net assets5

      0.82       0.84       0.86       0.85       0.85

 Ratio of net investment income to average net assets2

      1.86       1.76       2.65       2.59       2.04

 Portfolio turnover

      30       20       35       29       27

 Net assets end of year (000’s) omitted

           

 

$290,632

 

 

 

           

 

$382,571

 

 

 

           

 

$408,844

 

 

 

           

 

$533,106

 

 

 

           

 

$743,984

 

 

 

    

 

                                                 

 

 

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Table of Contents
    

 

AMG River Road Dividend All Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,

 Class Z

 

     

2022  

 

     

2021  

 

     

2020  

 

     

2019  

 

     

2018  

 

 Net Asset Value, Beginning of Year

            $13.28               $10.01               $12.33               $12.29               $12.86  

 Income (loss) from Investment Operations:

                   

 Net investment income1,2

      0.21         0.22         0.27         0.32         0.26  

 Net realized and unrealized gain (loss) on investments

      (0.29       3.29         (1.47       0.77         0.06  

 Total income (loss) from investment operations

      (0.08       3.51         (1.20       1.09         0.32  

 Less Distributions to Shareholders from:

                   

 Net investment income

      (0.31       (0.24       (0.38       (0.33       (0.31

 Net realized gain on investments

      (2.20               (0.74       (0.72       (0.58

 Total distributions to shareholders

      (2.51       (0.24       (1.12       (1.05       (0.89

 Net Asset Value, End of Year

      $10.69         $13.28         $10.01         $12.33         $12.29  

 Total Return2,3

      (1.12 )%        35.26       (10.65 )%        10.37       2.42

 Ratio of net expenses to average net assets4

      0.74       0.77       0.81       0.79       0.78

 Ratio of gross expenses to average net assets5

      0.78       0.80       0.81       0.80       0.79

 Ratio of net investment income to average net assets2

      1.90       1.80       2.69       2.64       2.10

 Portfolio turnover

      30       20       35       29       27

 Net assets end of year (000’s) omitted

           

 

$3,199

 

 

 

           

 

$2,430

 

 

 

           

 

$1,901

 

 

 

           

 

$63

 

 

 

           

 

$619

 

 

 

                                                    

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

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

 

4 

Includes reduction from broker recapture amounting to 0.01%, 0.01%, less than 0.01%, 0.01%, and less than 0.01%, for the fiscal years ended October 31, 2022, 2021, 2020, 2019, 2018, respectively.

 

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.)

 

 

67


Table of Contents
    

 

AMG River Road Small-Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,

 Class N

 

     

2022

 

     

2021

 

     

2020

 

     

2019

 

     

2018

 

 Net Asset Value, Beginning of Year

            $9.81               $6.80               $7.84               $7.62               $8.23  

 Income (loss) from Investment Operations:

                   

 Net investment loss1,2

      (0.03       (0.04       (0.01 )3        (0.02       (0.03

 Net realized and unrealized gain (loss) on investments

      (0.11       3.05         (0.88       0.78         0.57  

 Total income (loss) from investment operations

      (0.14       3.01         (0.89       0.76         0.54  

 Less Distributions to Shareholders from:

                   

 Net investment income

                      (0.01               (0.02

 Net realized gain on investments

      (0.57               (0.14       (0.54       (1.13

 Total distributions to shareholders

      (0.57               (0.15       (0.54       (1.15

 Net Asset Value, End of Year

      $9.10         $9.81         $6.80         $7.84         $7.62  

 Total Return2,4

      (1.64 )%        44.27       (11.65 )%        11.82       7.09

 Ratio of net expenses to average net assets5

      1.28       1.25       1.31       1.31       1.32

 Ratio of gross expenses to average net assets6

      1.28       1.27       1.33       1.37       1.36

 Ratio of net investment loss to average net assets2

      (0.28 )%        (0.38 )%        (0.16 )%        (0.27 )%        (0.35 )% 

 Portfolio turnover

      32       44       47       38       46

 Net assets end of year (000’s) omitted

           

 

$18,961

 

 

 

           

 

$22,702

 

 

 

           

 

$21,618

 

 

 

           

 

$24,669

 

 

 

           

 

$17,840

 

 

 

                                                    

 

 

68


Table of Contents
    

 

AMG River Road Small-Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,
 Class I      

2022

 

     

2021

 

     

2020

 

     

2019

 

     

2018

 

 Net Asset Value, Beginning of Year

            $10.10         $6.98         $8.04         $7.78         $8.38  

 Income (loss) from Investment Operations:

                   

 Net investment income (loss)1,2

      (0.00 )7              (0.01             0.01 3              (0.00 )7              (0.01

 Net realized and unrealized gain (loss) on investments

      (0.12       3.13         (0.91       0.80         0.57  

 Total income (loss) from investment operations

      (0.12       3.12         (0.90       0.80         0.56  

 Less Distributions to Shareholders from:

                   

 Net investment income

              (0.00 )7        (0.02               (0.03

 Net realized gain on investments

      (0.57               (0.14       (0.54       (1.13

 Total distributions to shareholders

      (0.57       (0.00 )7        (0.16       (0.54       (1.16

 Net Asset Value, End of Year

      $9.41         $10.10         $6.98         $8.04         $7.78  

 Total Return2,4

      (1.38 )%        44.70       (11.47 )%        12.12       7.32

 Ratio of net expenses to average net assets5

      1.02       1.00       1.05       1.06       1.08

 Ratio of gross expenses to average net assets6

      1.02       1.02       1.07       1.12       1.12

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

      (0.02 )%        (0.13 )%        0.09       (0.02 )%        (0.11 )% 

 Portfolio turnover

      32       44       47       38       46

 Net assets end of year (000’s) omitted

            $188,163               $218,698               $156,350               $145,620               $51,400  
                                                 

    

 

 

 

69


Table of Contents
    

 

AMG River Road Small-Mid Cap Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

    For the fiscal years ended October 31,
 Class Z      

2022

 

     

2021

 

     

2020

 

     

2019

 

     

2018

 

 Net Asset Value, Beginning of Year

      $10.10         $6.98         $8.04         $7.77         $8.37  

 Income (loss) from Investment Operations:

                   

 Net investment income (loss)1,2

            0.00 8              (0.01             0.01 3              0.00 8              (0.01

 Net realized and unrealized gain (loss) on investments

      (0.11       3.13         (0.91       0.81         0.58  

 Total income (loss) from investment operations

      (0.11       3.12         (0.90       0.81         0.57  

 Less Distributions to Shareholders from:

                   

 Net investment income

      (0.00 )7        (0.00 )7        (0.02               (0.04

 Net realized gain on investments

      (0.57               (0.14       (0.54       (1.13

 Total distributions to shareholders

      (0.57       (0.00 )7        (0.16       (0.54       (1.17

 Net Asset Value, End of Year

      $9.42         $10.10         $6.98         $8.04         $7.77  

 Total Return2,4

      (1.26 )%        44.77       (11.43 )%        12.26       7.37

 Ratio of net expenses to average net assets5

      0.97       0.95       1.00       1.01       1.03

 Ratio of gross expenses to average net assets6

      0.97       0.97       1.02       1.07       1.07

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

      0.03       (0.08 )%        0.14       0.03       (0.06 )% 

 Portfolio turnover

      32       44       47       38       46

 Net assets end of year (000’s) omitted

           

 

$34,477

 

 

 

           

 

$35,766

 

 

 

           

 

$553

 

 

 

           

 

$183

 

 

 

           

 

$136

 

 

 

                                                    

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment (loss) income per share would have been $(0.02), $(0.00), and $0.00 for Class N, Class I, and Class Z shares, respectively.

 

4 

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

 

5 

Includes reduction from broker recapture amounting to 0.01%, 0.02%, 0.02%, 0.03%, and 0.01% for the fiscal years ended October 31, 2022, 2021, 2020, 2019, and 2018, respectively.

 

6 

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

 

7 

Less than $(0.005) per share.

 

8 

Less than $0.005 per share.

 

 

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Table of Contents
    

 

AMG River Road International Value Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

    For the fiscal years ended October 31,
 Class N  

 

 

 

2022

 

     

2021

 

     

2020

 

     

2019

 

     

2018

 

 Net Asset Value, Beginning of Year

      $9.51               $11.40               $13.06               $12.19               $12.33  

 Income (loss) from Investment Operations:

                   

 Net investment income (loss)1,2

      0.29 3        (0.09       (0.16       (0.05       (0.03 )4 

 Net realized and unrealized gain (loss) on investments

      (1.39       2.71         (0.42       1.63         (0.11

 Total income (loss) from investment operations

      (1.10       2.62         (0.58       1.58         (0.14

 Less Distributions to Shareholders from:

                   

 Net realized gain on investments

      (0.06       (4.51       (1.08       (0.71        

 Net Asset Value, End of Year

      $8.35         $9.51         $11.40         $13.06         $12.19  

 Total Return2,5

      (11.67 )%        22.06       (5.17 )%        13.98       (1.14 )% 

 Ratio of net expenses to average net assets6

      1.02       2.08 %7        2.71 %7        2.41 %7        3.12 %7 

 Ratio of gross expenses to average net assets8

      2.11       2.69       3.23       2.83       3.41

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

      3.23       (0.70 )%        (1.35 )%        (0.43 )%        (0.25 )% 

 Portfolio turnover

      51       159       257       264       189

 Net assets end of year (000’s) omitted

           

 

$1,012

 

 

 

           

 

$1,561

 

 

 

           

 

$1,584

 

 

 

           

 

$2,654

 

 

 

           

 

$3,749

 

 

 

                                                    

 

 

71


Table of Contents
    

 

AMG River Road International Value Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class I   

2022  

 

 

2021    

 

 

2020    

 

 

2019    

 

 

2018    

 

 Net Asset Value, Beginning of Year

     $9.86       $11.65       $13.30       $12.37       $12.48  

 Income (loss) from Investment Operations:

          

 Net investment income (loss)1,2

     0.33 3      (0.06     (0.14     (0.02     0.00 4,9 

 Net realized and unrealized gain (loss) on investments

     (1.44     2.78       (0.43     1.66       (0.11

 Total income (loss) from investment operations

     (1.11     2.72       (0.57     1.64       (0.11

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.02                        

 Net realized gain on investments

     (0.06     (4.51     (1.08     (0.71      

 Total distributions to shareholders

     (0.08     (4.51     (1.08     (0.71      

 Net Asset Value, End of Year

     $8.67       $9.86       $11.65       $13.30       $12.37  

 Total Return2,5

     (11.41 )%      22.48     (4.98 )%      14.28     (0.88 )% 

 Ratio of net expenses to average net assets6

     0.77     1.84 %7      2.46 %7      2.16 %7      2.87 %7 

 Ratio of gross expenses to average net assets8

     1.86     2.45     2.98     2.58     3.16

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

     3.48     (0.46 )%      (1.10 )%      (0.18 )%      0.00 %10 

 Portfolio turnover

     51     159     257     264     189

 Net assets end of year (000’s) omitted

    

 

$5,263

 

 

 

   

 

$7,105

 

 

 

   

 

$14,041

 

 

 

   

 

$22,856

 

 

 

   

 

$24,925

 

 

 

                            

 

 

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Table of Contents
    

 

AMG River Road International Value Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

 

     For the fiscal years ended October 31,
 Class Z   

2022  

 

 

2021    

 

 

2020    

 

 

2019    

 

 

2018    

 

 Net Asset Value, Beginning of Year

     $9.92       $11.69       $13.32       $12.38       $12.49  

 Income (loss) from Investment Operations:

          

 Net investment income (loss)1,2

     0.33 3      (0.05     (0.12     (0.01     0.01 4 

 Net realized and unrealized gain (loss) on investments

     (1.45     2.79       (0.43     1.66       (0.12

 Total income (loss) from investment operations

     (1.12     2.74       (0.55     1.65       (0.11

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.03                        

 Net realized gain on investments

     (0.06     (4.51     (1.08     (0.71      

 Total distributions to shareholders

     (0.09     (4.51     (1.08     (0.71      

 Net Asset Value, End of Year

     $8.71       $9.92       $11.69       $13.32       $12.38  

 Total Return2,5

     (11.41 )%      22.58     (4.82 )%      14.35     (0.88 )% 

 Ratio of net expenses to average net assets6

     0.72     1.76 %7      2.38 %7      2.08 %7      2.79 %7 

 Ratio of gross expenses to average net assets8

     1.81     2.37     2.90     2.50     3.08

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

     3.53     (0.38 )%      (1.02 )%      (0.10 )%      0.09

 Portfolio turnover

     51     159     257     264     189

 Net assets end of year (000’s) omitted

    

 

$833

 

 

 

   

 

$552

 

 

 

   

 

$660

 

 

 

   

 

$84

 

 

 

   

 

$73

 

 

 

                            

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.15, $0.18, and $0.18 for Class N, Class I and Class Z shares, respectively.

 

4 

Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.17), $(0.14), and $(0.13) for Class N, Class I and Class Z shares, respectively.

 

5 

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

 

6 

Includes reduction from brokerage recapture amounting to 0.01%, 0.04%, 0.11%, 0.01% and 0.02% for the fiscal years ended October 31, 2022, 2021, 2020, 2019,and 2018, respectively.

 

7 

Expense ratio includes dividend and interest expense related to securities sold short. Excluding such dividend and interest expense, the ratio of net expenses to average net assets would be 1.32%, 1.11%, and 1.01% for Class N, Class I and Class Z, respectively, for the fiscal year ended October 31, 2021, 1.34%, 1.09% and 1.01% for Class N, Class I and Class Z, respectively, for the fiscal year ended October 31, 2020, 1.44%, 1.19% and 1.11% for Class N, Class I and Class Z, respectively, for the fiscal year ended October 31, 2019, 1.45%, 1.20% and 1.12% for Class N, Class I and Class Z, respectively, for the fiscal year ended October 31, 2018.

 

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 

Less than $0.005 per share.

 

10 

Less than 0.005%.

 

 

73


Table of Contents
    

 

AMG River Road Focused Absolute Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

     For the fiscal years ended October 31,
 Class N   

2022  

 

 

2021    

 

 

2020    

 

 

2019    

 

 

2018    

 

 Net Asset Value, Beginning of Year

     $14.44       $11.05       $12.65       $11.91       $11.87  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.04       0.01       0.04 3      0.04       0.05  

 Net realized and unrealized gain (loss) on investments

     (2.03     3.38       (1.39     1.45       0.93  

 Total income (loss) from investment operations

     (1.99     3.39       (1.35     1.49       0.98  

 Less Distributions to Shareholders from:

          

 Net investment income

                 (0.02     (0.05     (0.07

 Net realized gain on investments

     (0.95           (0.23     (0.70     (0.87

 Total distributions to shareholders

     (0.95           (0.25     (0.75     (0.94

 Net Asset Value, End of Year

     $11.50       $14.44       $11.05       $12.65       $11.91  

 Total Return2,4

     (14.80 )%      30.68     (11.03 )%      14.29     8.69

 Ratio of net expenses to average net assets5

     1.05     1.06     1.03     0.98     0.99

 Ratio of gross expenses to average net assets6

     1.14     1.12     1.15     1.21     1.32

 Ratio of net investment income to average net assets2

     0.30     0.10     0.34     0.34     0.43

 Portfolio turnover

     113     83     103     59     88

 Net assets end of year (000’s) omitted

    

 

$2,243

 

 

 

   

 

$3,666

 

 

 

   

 

$12,466

 

 

 

   

 

$15,284

 

 

 

   

 

$9,184

 

 

 

                            

 

 

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AMG River Road Focused Absolute Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

     For the fiscal years ended October 31,
 Class I   

2022    

 

 

2021    

 

 

2020    

 

 

2019    

 

 

2018    

 

 Net Asset Value, Beginning of Year

     $14.48       $11.12       $12.72       $11.98       $11.92  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.07       0.05       0.07 3      0.07       0.08  

 Net realized and unrealized gain (loss) on investments

     (2.04     3.39       (1.40     1.46       0.93  

 Total income (loss) from investment operations

     (1.97     3.44       (1.33     1.53       1.01  

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.05     (0.08     (0.04     (0.09     (0.08

 Net realized gain on investments

     (0.95           (0.23     (0.70     (0.87

 Total distributions to shareholders

     (1.00     (0.08     (0.27     (0.79     (0.95

 Net Asset Value, End of Year

     $11.51       $14.48       $11.12       $12.72       $11.98  

 Total Return2,4

     (14.64 )%      30.98     (10.81 )%      14.55     8.91

 Ratio of net expenses to average net assets5

     0.80     0.81     0.78     0.73     0.74

 Ratio of gross expenses to average net assets6

     0.89     0.87     0.90     0.96     1.07

 Ratio of net investment income to average net assets2

     0.55     0.35     0.59     0.59     0.68

 Portfolio turnover

     113     83     103     59     88

 Net assets end of year (000’s) omitted

    

 

$53,620

 

 

 

   

 

$176,460

 

 

 

   

 

$130,758

 

 

 

   

 

$130,928

 

 

 

   

 

$20,928

 

 

 

                            

 

 

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AMG River Road Focused Absolute Value Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

      

 

     For the fiscal years ended October 31,
 Class Z   

2022    

 

 

2021    

 

 

2020    

 

 

2019    

 

 

2018    

 

 Net Asset Value, Beginning of Year

     $14.49       $11.12       $12.73       $11.98       $11.92  

 Income (loss) from Investment Operations:

          

 Net investment income1,2

     0.08       0.06       0.07 3      0.07       0.08  

 Net realized and unrealized gain (loss) on investments

     (2.04     3.39       (1.41     1.47       0.93  

 Total income (loss) from investment operations

     (1.96     3.45       (1.34     1.54       1.01  

 Less Distributions to Shareholders from:

          

 Net investment income

     (0.06     (0.08     (0.04     (0.09     (0.08

 Net realized gain on investments

     (0.95           (0.23     (0.70     (0.87

 Total distributions to shareholders

     (1.01     (0.08     (0.27     (0.79     (0.95

 Net Asset Value, End of Year

     $11.52       $14.49       $11.12       $12.73       $11.98  

 Total Return2,4

     (14.59 )%      31.12     (10.86 )%      14.69     8.96

 Ratio of net expenses to average net assets5

     0.76     0.77     0.74     0.69     0.70

 Ratio of gross expenses to average net assets6

     0.85     0.83     0.86     0.92     1.03

 Ratio of net investment income to average net assets2

     0.59     0.39     0.63     0.63     0.72

 Portfolio turnover

     113     83     103     59     88

 Net assets end of year (000’s) omitted

    

 

$7,677

 

 

 

   

 

$13,323

 

 

 

   

 

$2,462

 

 

 

   

 

$157

 

 

 

   

 

$66

 

 

 

                            

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.02, $0.05, and $0.05 for Class N, Class I, and Class Z shares, respectively.

 

4 

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

 

5 

Includes reduction from broker recapture amounting to 0.02%, 0.01%, 0.01%, 0.02%, and 0.01% for the fiscal years ended October 31, 2022, 2021, 2020, 2019, and 2018, respectively.

 

6 

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

 

 

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Notes to Financial Statements

October 31, 2022

 

   

    

 

     

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds I and AMG Funds IV (the “Trusts”) are open-end management investment companies. AMG Funds I is organized as a Massachusetts business trust, while AMG Funds IV is organized as a Delaware Statutory Trust. The Trusts are registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trusts consist of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Funds I: AMG River Road Large Cap Value Select Fund (“Large Cap Value Select”), and AMG Trust IV: AMG River Road Mid Cap Value Fund (“Mid Cap Value”), AMG River Road Small Cap Value Fund (“Small Cap Value”), AMG River Road Dividend All Cap Value Fund (“Dividend All Cap Value”), AMG River Road Small-Mid Cap Value Fund (“Small-Mid Cap Value”), AMG River Road International Value Equity Fund (“International Value Equity “), and AMG River Road Focused Absolute Value Fund (“Focused Absolute Value”), each a “Fund” and collectively, the “Funds”.

Each Fund is authorized to issue Class N and Class I shares. The Funds, except for Large Cap Value Select, are also authorized to issue Class Z shares. Each class represents an interest in the same assets of the respective Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may have different net asset values per share to the extent the share classes pay different distribution amounts and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

Large Cap Value Select and Focused Absolute Value are non-diversified funds. A greater percentage of the Funds’ holdings may be focused in a smaller number of securities which may place the Funds at greater risk than a more diversified fund.

Market 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

For the Funds, equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price. Equity securities held by the Funds that are traded in the over-the-counter market (other than NMS securities) are valued at the bid price. Foreign equity securities (securities principally traded in markets other than U.S. markets) held by the Funds are valued at the official closing price

on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

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

The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third party pricing services 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 Trusts’ securities valuation procedures, the Valuation Committee, seeks to determine the price that a 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.

Effective September 8, 2022, the Funds adopted the requirements of Rule 2a-5 under the 1940 Act (“Rule 2a-5”), which the Funds’ Board designated the Funds’ Investment Manager as the Funds’ Valuation Designee to perform the Funds’ fair value determinations. Such determinations are subject to Board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Investment Manager’s fair value

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

determinations. Other than the designation of the Investment Manager as the Valuation Designee, the Funds’ adoption of Rule 2-a5 did not impact how the Funds determine fair value or the carrying amount of investments held in the Funds.

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

The three-tier hierarchy of inputs is summarized below:

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

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

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

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments.

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date, and if after the fact, as soon as the Funds become aware of the ex-dividend date, except for Korean securities where dividends are recorded on confirmation date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Upon notification from the issuer, distributions received from a real estate investment trust (“REIT”)

may be redesignated as a reduction of cost of investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trusts and other trusts or funds within the AMG Funds Family of Funds (collectively the “AMG Funds Family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

The following Funds had certain portfolio trades directed to various brokers under a brokerage recapture program. Credits received from the brokerage recapture program are earned and paid on a monthly basis, and are recorded as expense offsets, which serve to reduce the Funds’ overall expense ratio.

For the fiscal year ended October 31, 2022, the impact on the expenses and expense ratios were as follows:

 

     Amount         

Percentage

Reduction

 

 

  

 Mid Cap Value

     $19,146          0.01%     

 Large Cap Value Select

     1,535          0.00%1     

 Small Cap Value

     38,236          0.00%1     

 Dividend All Cap Value

     22,184          0.01%     

 Small-Mid Cap Value

     15,426          0.01%     

 International Value Equity

     921          0.01%     

 Focused Absolute Value

     21,744          0.02%     

 

1 

Less than 0.005%

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions, except Dividend All Cap Value, resulting from net investment income will normally be declared and paid at least annually. Dividend All Cap Value will declare and pay net investment income distributions quarterly. Each Fund will normally declare and pay realized net capital gains, if any, at least annually in December. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassification to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are due to the write off of net operating losses and equalization utilized. Temporary differences are due to wash sale loss deferrals, investments in partnerships, and the deferral of qualified late year ordinary losses.

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

The tax character of distributions paid during the fiscal years ended October 31, 2022 and October 31, 2021 were as follows:

 

                                                                                                                                                                                         
     Mid Cap Value      Large Cap Value Select      Small Cap Value  
  Distributions paid from:    2022      2021      2022      2021      2022      2021  

  Ordinary income *

     $13,031,729        $26,955,595        $148,346        $6,522,408        $25,727,975        $29,406  

  Long-term capital gains

            247,018,664                      38,269,943        3,739  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     $13,031,729        $273,974,259        $148,346        $6,522,408        $63,997,918        $33,145  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     Dividend All Cap Value      Small-Mid Cap Value      International Value Equity  
  Distributions paid from:    2022      2021      2022      2021      2022      2021  

  Ordinary income *

     $9,973,050        $9,290,372                      $18,274        $1,587,930  

  Long-term capital gains

     65,819,741               $15,297,129        $4,716        47,222        1,454,805  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     $75,792,791        $9,290,372        $15,297,129        $4,716        $65,496        $3,042,735  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
                                 Focused Absolute Value  
  Distributions paid from:                                2022      2021  

  Ordinary income *

                 $706,900        $968,353  

  Long-term capital gains

                 12,517,378         
              

 

 

    

 

 

 
                 $13,224,278        $968,353  
              

 

 

    

 

 

 

 

*

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

As of October 31, 2022, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

    

Mid Cap Value

    

Large Cap

Value Select 

    

Small Cap  

Value  

    

Dividend All  

Cap Value  

    

Small-Mid  

Cap Value  

    

International

Value Equity

    

Focused  

Absolute  

Value  

 

  Capital loss carryforward

            $6,974,920                             $349,441         

  Undistributed ordinary income

     $18,944,960        635,153               $1,847,875               264,508        $108,401  

  Undistributed long-term capital gains

     6,839,765               $30,497,723        35,122,242        $10,550,029               370,093  

  Late-year ordinary loss deferral

                   2,517,595               125,539                

At October 31, 2022, the cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

  Fund    Cost      Appreciation      Depreciation     Net Appreciation
(Depreciation)
 

  Mid Cap Value

     $322,101,891        $22,494,786        $(35,365,214     $(12,870,428

  Large Cap Value Select

     34,471,433        1,509,893        (1,499,771     10,122  

  Small Cap Value

     718,642,724        190,864,950        (39,076,313     151,788,637  

  Dividend All Cap Value

     263,159,638        84,668,503        (11,940,961     72,727,542  

  Small-Mid Cap Value

     206,465,626        48,721,717        (13,896,411     34,825,306  

  International Value Equity

     8,452,278        226,606        (1,393,547     (1,166,941

  Focused Absolute Value

     61,030,090        6,564,898        (3,945,535     2,619,363  

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

e. FEDERAL TAXES

Each Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, 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 October 31, 2022, 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 October 31, 2022, the following Funds had capital loss carryovers for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.

 

  Fund   Short-Term     Long-Term     Total        

  Large Cap Value Select

    $5,651,785       $1,323,135       $6,974,920           

  International Value Equity

    241,090       108,351       349,441          

As of October 31, 2022, all the Funds except for Large Cap Value Select and International Value Equity had no capital loss carryovers for federal income tax purposes. Should the Funds incur net capital losses for the fiscal year ended October 31, 2023, such amounts may be used to offset future realized capital gains indefinitely, and retain their character as either short-term and/or long-term.

 

g. CAPITALSTOCK

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 years ended October 31, 2022 and October 31, 2021, the capital stock transactions by class for the Funds were as follows:

 

    Mid Cap Value     Large Cap Value Select  
    October 31, 2022     October 31, 2021     October 31, 2022     October 31, 2021  
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

  Class N:

               

  Shares sold

    785,781        $14,450,856        1,000,186        $21,108,563        92,383        $1,426,811        164,567        $2,473,353   

  Shares issued in reinvestment of distributions

    466,296        8,920,248        9,762,503        173,639,301        —         —         46,486        636,854   

  Shares redeemed

    (3,205,760)       (59,136,700)       (4,709,879)       (107,167,675)         (130,056)       (1,921,760)       (255,444)       (3,802,758)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

    (1,953,683)       $(35,765,596)       6,052,810        $87,580,189        (37,673)       $(494,949)       (44,391)       $(692,551)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class I:

               

  Shares sold

    389,997        $7,669,264        555,161        $14,772,271        170,101        $2,524,908        181,073        $2,751,837   

  Shares issued in reinvestment of distributions

    172,599        3,534,820        4,458,635        86,006,601        9,155        144,014        419,365        5,783,038   

  Shares redeemed

    (2,089,133)       (41,293,790)         (5,360,001)       (147,242,762)       (396,293)       (5,949,087)         (1,058,936)         (15,875,102)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net decrease

      (1,526,537)         $(30,089,706)       (346,205)         $(46,463,890)       (217,037)         $(3,280,165)       (458,498)       $(7,340,227)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class Z:

               

  Shares sold

    57,150        $1,177,954        442,478        $8,605,426        —         —         —         —    

  Shares issued in reinvestment of distributions

    15,140        308,105        327,778        6,230,541        —         —         —         —    

  Shares redeemed

    (88,736)       (1,765,508)       (691,958)       (14,558,091)       —         —         —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

    (16,446)       $(279,449)       78,298        $277,876        —         —         —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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    Small Cap Value     Dividend All Cap Value  
    October 31, 2022     October 31, 2021     October 31, 2022     October 31, 2021  
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

  Class N:

               

  Shares sold

    561,747        $7,864,823        454,023        $6,674,412        125,545        $1,388,577        98,286        $1,183,126   

  Shares issued in reinvestment of distributions

    171,350        2,484,577        —         —         696,500        7,755,566        58,595        717,232   

  Shares redeemed

    (336,442)       (4,782,181)       (647,219)       (9,299,010)       (685,187)       (7,832,849)       (1,016,227)       (12,362,195)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

    396,655        $5,567,219        (193,196)       $(2,624,598)       136,858        $1,311,294        (859,346)       $(10,461,837)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class I:

               

  Shares sold

    12,369,812        $181,304,160        18,321,840        $268,489,956        5,504,938        $60,820,542        3,534,890        $43,183,255   

  Shares issued in reinvestment of distributions

    3,784,850        56,659,209        1,899        25,529        5,979,282        66,508,504        683,668        8,379,202   

  Shares redeemed

      (13,103,828)         (191,877,365)         (9,949,460)         (147,247,886)         (13,105,957)       (151,468,515)         (16,246,669)       (205,721,380)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

    3,050,834        $46,086,004        8,374,279       $121,267,599       (1,621,737)         $(24,139,469)       (12,028,111)         $(154,158,923)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class Z:

               

  Shares sold

    133,388        $1,956,634        427,783        $6,713,310        97,425        $1,079,174        10,627        $130,295   

  Shares issued in reinvestment of distributions

    38,249        572,964        61        824        42,101        467,571        3,663        45,064   

  Shares redeemed

    (5,997)       (89,465)       (23,740)       (358,806)       (23,221)       (265,113)       (21,172)       (273,306)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

    165,640        $2,440,133        404,104        $6,355,328        116,305        $1,281,632        (6,882)       $(97,947)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Small-Mid Cap Value     International Value Equity  
    October 31, 2022     October 31, 2021     October 31, 2022     October 31, 2021  
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

  Class N:

               

  Shares sold

    215,704        $1,962,918        462,130        $4,299,141        6,816        $64,007        16,199        $193,637   

  Shares issued in reinvestment of distributions

    136,634        1,285,724        —         —         905        8,466        53,951        525,479   

  Shares redeemed

    (583,472)       (5,314,555)       (1,326,562)       (11,825,814)       (50,611)       (465,849)       (45,025)       (546,815)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

    (231,134)       $(2,065,913)       (864,432)       $(7,526,673)       (42,890)       $(393,376)       25,125        $172,301   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class I:

               

  Shares sold

    3,071,053        $28,932,722        6,623,387        $63,170,204        47,924        $450,397        90,642        $1,154,827   

  Shares issued in reinvestment of distributions

    1,136,001        11,030,565        455        3,854        5,357        51,853        233,034        2,351,316   

  Shares redeemed

    (5,867,377)       (55,678,643)       (7,353,482)       (71,259,285)       (166,456)       (1,563,395)       (808,059)       (11,285,954)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net decrease

    (1,660,323)       $(15,715,356)       (729,640)       $(8,085,227)       (113,175)       $(1,061,145)       (484,383)       $(7,779,811)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Class Z:

 

             

  Shares sold

    163,072        $1,535,426        3,492,412        $35,894,795        46,267        $424,613        13,162        $137,741   

  Shares issued in reinvestment of distributions

    130,979        1,271,813        37        318        474        4,607        14,400        146,170   

  Shares redeemed

    (173,599)       (1,676,203)       (31,459)       (292,865)       (6,708)       (65,844)       (28,403)       (391,224)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

    120,452        $1,131,036        3,460,990        $35,602,248        40,033        $363,376        (841)       $(107,313)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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    Focused Absolute Value  
    October 31, 2022     October 31, 2021  
    Shares     Amount     Shares     Amount  

  Class N:

       

  Shares sold

    3,037        $38,754        30,865        $396,447   

  Shares issued in reinvestment of distributions

    16,196        221,232        —         —    

  Shares redeemed

    (78,016)       (1,025,492)       (905,026)       (11,851,733)  
 

 

 

   

 

 

   

 

 

   

 

 

 

  Net decrease

    (58,783)       $(765,506)       (874,161)         $(11,455,286)  
 

 

 

   

 

 

   

 

 

   

 

 

 

  Class I:

       

  Shares sold

    868,513        $11,393,428        3,567,469        $47,793,216   

  Shares issued in reinvestment of distributions

    883,850        12,064,555        69,096        901,014   

  Shares redeemed

    (9,282,307)       (118,273,825)         (3,210,925)       (45,922,762)  
 

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

      (7,529,944)         $(94,815,842)       425,640        $2,771,468   
 

 

 

   

 

 

   

 

 

   

 

 

 

  Class Z:

       

  Shares sold

    56,888        $729,942        768,873        $11,515,688   

  Shares issued in reinvestment of distributions

    25,080        342,347        1,382        18,026   

  Shares redeemed

    (335,109)       (4,088,214)       (71,919)       (1,060,407)  
 

 

 

   

 

 

   

 

 

   

 

 

 

  Net increase (decrease)

    (253,141)       $(3,015,925)       698,336        $10,473,307   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party and bilateral 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 October 31, 2022, the market value of Repurchase Agreements outstanding is as follows:

 

     Market Value         

Mid Cap Value

     $2,335,584     

Small Cap Value

     3,136,263     

Dividend All Cap Value

     6,118,211     

International Value Equity

     138,897     

 

i. FOREIGN CURRENCY TRANSLATION

The books and records of the Funds are maintained in U.S. Dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. Dollars are translated into U.S. Dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income and expenses are converted into U.S. Dollars based on currency exchange rates prevailing on the respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holdings of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions and foreign currency exchange contracts; and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

The Funds do not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trusts have entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. 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 subadvisors for the Funds (subject to Board approval) and monitors each subadvisor’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by River Road Asset Management, LLC (“River Road”) who

 

 

 

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serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in River Road.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the fiscal year ended October 31, 2022, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

 

 Mid Cap Value

     0.56 %1   

 Large Cap Value Select

     0.35  

 Small Cap Value

     0.80  

 Dividend All Cap Value

     0.50 %2   

 Small-Mid Cap Value

     0.75  

 International Value Equity

     0.53 %3   

 Focused Absolute Value

     0.60  

 

1 

Prior to June 14, 2021, the fee was 0.70% on the first $100 million, 0.65% on next $300 million, 0.60% in excess of $400 million.

 

2 

Prior to July 1, 2022, the annual rate was 0.60%.

 

3 

Prior to August 16, 2021, the annual rate was 0.85%.

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

The Investment Manager has contractually agreed, through at least March 1, 2023, for Mid Cap Value, Large Cap Value, Small Cap Value, Small-Mid Cap Value, International Value Equity, and Focused Absolute Value and through March 1, 2024, for Dividend All Cap Value to waive management fees and/or reimburse fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts and in connection with securities sold short), shareholder servicing fees, distribution and service 12b-1 fees, brokerage commissions and other transaction costs, dividends payable with respect to securities sold short, acquired fund fees and expenses and extraordinary expenses). The annual rate of the Funds’ average daily net assets subject to later reimbursement by the Funds in certain circumstances (this annual rate or such other annual rate that may be in effect from time to time, the “Expense Cap”) are as follows:

 

 Mid Cap Value

     0.76% 1   

 Large Cap Value Select

     0.60% 2   

 Small Cap Value

     N/A    

 Dividend All Cap Value

     0.68% 3   

 Small-Mid Cap Value

     1.04%    

 International Value Equity

     0.73% 4   

 Focused Absolute Value

     0.78%    

 

1 

Prior to June 14, 2021, the limitation was 0.82%.

 

2 

Prior to June 11, 2021, the limitation was 0.69%.

 

3 

Prior to July 1, 2022, the limitation was 0.78%.

 

4 

Prior to August 16, 2021, the limitation was 1.12%.

In general, for a period of up to 36 months after the date any amounts are paid, waived or reimbursed by the Investment Manager, the Investment Manager may recover such amounts from a Fund, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed either (i) the Expense Cap in effect at the time such amounts were paid, waived or reimbursed, or (ii) the Expense Cap in effect at the time of such repayment by the Fund.

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

At October 31, 2022, each Fund’s expiration of recoupment are as follows:

 

Expiration

Period

  Mid Cap Value     Large Cap Value Select     Dividend All Cap Value  

Less than 1 year

    $176,021       $24,885        

1-2 years

    219,148       58,404       $97,897  

2-3 years

    27,037       46,891       117,693  
 

 

 

   

 

 

   

 

 

 

Total

    $422,206       $130,180       $215,590  
 

 

 

   

 

 

   

 

 

 

 

Expiration

Period

   International Value Equity      Focused Absolute Value  

Less than 1 year

     $84,419        $176,679  

1-2 years

     79,873        98,605  

2-3 years

     86,935        98,288  
  

 

 

    

 

 

 

Total

     $251,227        $373,572  
  

 

 

    

 

 

 

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, of each Fund in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of

 

 

 

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FINRA regarding asset based sales charges. Pursuant to the Plan, each Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each Fund’s Class N shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor of up to 0.25% annually of each Fund’s average daily net assets attributable to the Class N shares. For all Funds, except Large Cap Value Select, the Plan is characterized as a reimbursement plan and is directly tied to expenses incurred by the Distributor; the payments the Distributor receives during any year may not exceed its actual expenses.

The impact on the annualized expense ratios for the fiscal year ended October 31, 2022, were as follows:

 

 Fund    Actual Amount Incurred         

 Mid Cap Value

    

 Class N

     0.24%    

 Large Cap Value Select

    

 Class N

     0.25%    

 Small Cap Value

    

 Class N

     0.25%    

 Dividend All Cap Value

    

 Class N

     0.25%    

 Small-Mid Cap Value

    

 Class N

     0.25%    

 International Value Equity

    

 Class N

     0.25%    

 Focused Absolute Value

    

 Class N

     0.25%          

For each of the Class N and Class I shares, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to financial intermediaries, such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder record keeping, account servicing and other services. The Class N and Class I shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class’s average daily net assets as shown in the table below.

The impact on the annualized expense ratios for the fiscal year ended October 31, 2022, were as follows:

 

 Fund    Maximum Annual
Amount
Approved
           Actual
Amount
Incurred
        

 Mid Cap Value

                      

 Class N1

     0.10%          0.10%    

 Class I1

     0.05%          0.05%    

 Large Cap Value Select

         

 Class N

     0.10%          0.10%    

 Class I2

     0.05%          0.03%    
 Fund    Maximum Annual
Amount
Approved
           Actual
Amount
Incurred
       

 Small Cap Value

                

 Class N

     0.15%                       0.10%    

 Class I

     0.15%          0.09%    

 Dividend All Cap Value

         

 Class N3

     0.04%          0.04%    

 Class I3

     0.04%          0.04%    

 Small-Mid Cap Value

         

 Class N

     0.15%          0.06%    

 Class I

     0.15%          0.05%    

 International Value Equity

         

 Class N4

     0.05%          0.05%    

 Class I4

     0.05%          0.05%    

 Focused Absolute Value

         

 Class N

     0.15%          0.04%    

 Class I

     0.15%                0.04%          

 

1 

Prior to June 14, 2021, the maximum annual amount approved was 0.15%.

 

2 

Prior to June 11, 2021, the maximum annual amount approved was 0.10%.

 

3 

Prior to January 1, 2021, the maximum annual amount approved was 0.15%.

 

4 

Prior to August 16, 2021, 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.

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits certain eligible funds in the AMG Funds Family to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds Family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and interest expense, respectively. Mid Cap Value, Large Cap Value Select, and International Value Equity may participate as borrowing and lending funds; Focused Absolute Value may participate as a lending fund. At October 31, 2022, the Funds had no interfund loans outstanding.

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

The following Funds utilized the interfund loan program during the fiscal year ended October 31, 2022 as follows:

 

 Fund    Average
Lent
     Number
of Days
     Interest
Earned
     Average
Interest Rate
       

 Mid Cap Value

     $1,237,435        3        $324        3.188%           

 Large Cap Value Select

     635,353        2        85        2.435%    

 Focused Absolute Value

     546,400        14        675        3.219%    

 

 Fund    Average
Borrowed
     Number
of Days
     Interest
Paid
     Average
Interest Rate
       

 Mid Cap Value

     $3,834,448        9        $891        0.942%           

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the fiscal year ended October 31, 2022, were as follows:

 

     Long Term Securities  
 Fund    Purchases      Sales  

 Mid Cap Value

     $245,996,282        $325,517,236    

 Large Cap Value Select

     33,632,899        36,520,207    

 Small Cap Value

     276,477,903        265,819,663    

 Dividend All Cap Value

     102,640,939        198,427,931    

 Small-Mid Cap Value

     79,051,325        109,415,308    

 International Value Equity

     3,992,783        4,729,787    

 Focused Absolute Value

     147,110,611        258,048,809    

The Fund had no purchases or sales of U.S. Government Obligations during the fiscal year ended October 31, 2022.

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 and cannot be sold or pledged. BNYM bears

the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities as soon as practical, which is normally within three business days.

The value of securities loaned on positions held, cash collateral and securities collateral received at October 31, 2022, were as follows:

 

 Fund    Securities
Loaned
     Cash
Collateral
Received
     Securities
Collateral
Received
    

Total

Collateral
Received

 

 Mid Cap Value

     $2,455,734        $2,335,584        $191,462        $2,527,046    

 Large Cap Value Select

     4,270,431               4,394,146        4,394,146    

 Small Cap Value

     10,103,979        3,136,263        7,373,777        10,510,040    

 Dividend All Cap Value

     8,546,674        6,118,211        2,551,781        8,669,992    

 Small-Mid Cap Value

     115,718               121,236        121,236    

 International Value Equity

     132,554        138,897               138,897    

 Focused Absolute Value

     2,663,174               2,730,063        2,730,063    

The following table summarizes the securities received as collateral for securities lending at October 31, 2022:

 

 Fund  

Collateral

Type

  Coupon
Range
  Maturity
Date Range

 Mid Cap Value

  U.S. Treasury

Obligations

  0.000%-7.500%   11/15/22-11/15/51 

 Large Cap Value Select

  U.S. Treasury
Obligations
  0.000%-7.500%   11/15/22-11/15/51 

 Small Cap Value

  U.S. Treasury
Obligations
  0.000%-4.750%   01/12/23-08/15/51 

 Dividend All Cap Value

  U.S. Treasury
Obligations
  0.125%-4.750%   02/28/23-08/15/51 

 Small-Mid Cap Value

  U.S. Treasury
Obligations
  0.000%-4.750%   01/12/23-11/15/50 

 Focused Absolute Value

  U.S. Treasury
Obligations
  0.130%-4.750%   02/28/23-08/15/51 

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.

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

6. COMMITMENTS AND CONTINGENCIES

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

7. CREDIT AGREEMENT

Effective July 6, 2010, and amended and restated on July 21, 2021, and last amended on July 20, 2022, AMG Funds IV entered into a Credit Agreement with BNYM (the “Credit Agreement”) which provides Small Cap Value, Dividend All Cap Value, Small-Mid Cap Value, and Focused Absolute Value (the “Participating Funds”) with a revolving line of credit of up to $50 million. The Credit Agreement expires in 365 days and can be renewed at the mutual agreement of AMG Funds IV and BNYM. The facility is shared by Participating Funds, and is available for temporary, emergency purposes including liquidity needs in meeting redemptions. The

interest rate on outstanding Alternate Base Rate Loans is equal to the greater of the Prime Rate plus 1.25%, or 0.50% plus the Federal Funds Effective Rate plus 1.25%. The interest rate on outstanding Overnight Loans is equal to the greater of the Federal Funds Effective Rate plus 1.25%, or the Adjusted Daily Simple SOFR plus 1.25%. The aforementioned Adjusted Daily Simple SOFR is the sum of Daily Simple SOFR plus 0.10% plus a floor rate of 0.00%. AMG Funds IV pays a commitment fee on the unutilized commitment amount of 0.175% per annum, which is allocated to the Participating Funds based on average daily net assets and included in miscellaneous expense on the Statement of Operations. Interest incurred on loans utilized is included in the Statement of Operations as interest expense. At October 31, 2022, the Funds had no loans outstanding.

The following Funds utilized the line of credit during the fiscal year ended October 31, 2022:

 

 Fund    Weighted
Average
Borrowed
     Number
of Days
     Interest
Paid
     Average
Interest Rate
 

 Dividend All Cap Value

     $3,355,833        13        $1,641        1.354%  

 Focused Absolute Value

     5,153,069        24        10,170        2.960%  
 

 

8. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the 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.

 

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

        Gross Amounts of        

        Assets Presented in        

        the Statement of        

        Assets and Liabilities        

    

        Offset        

        Amount        

    

    Net    

    Asset    

    Balance    

    

        Collateral        

        Received        

    

Net        

Amount        

 
              

 Mid Cap Value

              

 Bank of America Securities, Inc.

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

 Deutsche Bank Securities, Inc.

          335,584                    335,584             335,584           

 RBC Dominion Securities, Inc.

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

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 Total

     $2,335,584               $2,335,584        $2,335,584           
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 Small Cap Value

              

 Bank of America Securities, Inc.

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

 Daiwa Capital Markets America

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

 RBC Dominion Securities, Inc.

       1,136,263                 1,136,263        1,136,263           
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 Total

     $3,136,263               $3,136,263        $3,136,263           
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

      

 

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

        Gross Amounts of        

        Assets Presented in        

        the Statement of        

        Assets and Liabilities        

  

        Offset        

        Amount        

  

    Net    

    Asset    

    Balance    

  

        Collateral        

        Received        

    

Net        

Amount        

Dividend All Cap Value

              

Bank of America Securities, Inc.

     $1,453,527       $1,453,527      $1,453,527       

Daiwa Capital Markets America

       1,453,527         1,453,527      1,453,527       

HSBC Securities USA, Inc.

          304,103            304,103      304,103       

RBC Dominion Securities, Inc.

       1,453,527         1,453,527      1,453,527       

Truist Securities, Inc.

       1,453,527         1,453,527      1,453,527       
  

 

  

 

  

 

  

 

 

    

 

Total

     $6,118,211       $6,118,211      $6,118,211       
  

 

  

 

  

 

  

 

 

    

 

International Value Equity

              

RBC Dominion Securities, Inc.

     $   138,897       $   138,897      $   138,897       

 

9. SUBSEQUENT EVENTS

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

 

 

 

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Report of Independent Registered Public Accounting Firm

 

   

    

 

      

 

TO THE BOARD OF TRUSTEES OF AMG FUNDS I AND AMG FUNDS IV AND SHAREHOLDERS OF AMG RIVER ROAD LARGE CAP VALUE SELECT FUND, AMG RIVER ROAD MID CAP VALUE FUND, AMG RIVER ROAD SMALL CAP VALUE FUND, AMG RIVER ROAD DIVIDEND ALL CAP VALUE FUND, AMG RIVER ROAD SMALL-MID CAP VALUE FUND, AMG RIVER ROAD INTERNATIONAL VALUE EQUITY FUND, AND AMG RIVER ROAD FOCUSED ABSOLUTE VALUE FUND

OPINIONS ON THE FINANCIAL STATEMENTS

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments of AMG River Road Large Cap Value Select Fund (one of the funds constituting AMG Funds I), AMG River Road Mid Cap Value Fund, AMG River Road Small Cap Value Fund, AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, AMG River Road International Value Equity Fund, and AMG River Road Focused Absolute Value Fund (six of the funds constituting AMG Funds IV) (hereafter collectively referred to as the “Funds”) as of October 31, 2022, the related statements of operations for the year ended October 31, 2022, the statements of changes in net assets for each of the two years in the period ended October 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2022, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended October 31, 2022 and each of the financial highlights for each of the five years in the period ended October 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

BASIS FOR OPINIONS

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2022 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2022

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

        

 

 

 

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Other Information (unaudited)

 

   

    

 

      

 

 

 

TAX INFORMATION

AMG River Road Mid Cap Value Fund, AMG River Road Large Cap Value Select Fund, AMG River Road Small Cap Value Fund, AMG River Road Dividend All Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, AMG River Road International Value Equity Fund and AMG River Road Focused Absolute Value Fund each hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2021/2022 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

In accordance with federal tax law, the following Fund elects to provide foreign taxes paid and the income sourced from foreign countries. Accordingly, the Fund hereby makes the following designations regarding its taxable period ended October 31, 2022:

AMG River Road International Value Equity Fund

The total amount of taxes paid and income sourced from foreign countries was $16,365 and $369,775, respectively.

Pursuant to section 852 of the Internal Revenue Code, the Funds each hereby designates as a capital gain distribution with respect to the taxable period ended October 31, 2022, or if subsequently determined to be different, the net capital gains of such period as follows:

 

 Fund    Amount  

 Mid Cap Value

     $838,902   

 Small Cap Value

     39,608,969   

 Dividend All Cap Value

     73,689,375   
 Fund    Amount  

 Small-Mid Cap Value

     $15,852,056   

 International Value Equity

     47,222   

 Focused Absolute Value

     13,640,150   
 

 

 

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AMG Funds

Trustees and Officers

 

   

    

 

      

 

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

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

 

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in

   accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the 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 - AMG Funds I

• Trustee since 2014 - AMG Funds IV

• Oversees 40 Funds in Fund Complex

 

Bruce B. Bingham, 73

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

 

• Trustee since 2013 - AMG Funds I

• Trustee since 2014 - AMG Funds IV

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

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

• Oversees 44 Funds in Fund Complex

 

Kurt A. Keilhacker, 59

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

 

• Trustee since 2000 - AMG Funds I

• Trustee since 2010 - AMG Funds IV

• Oversees 40 Funds in Fund Complex

 

Steven J. Paggioli, 72

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).

 

• Independent Chairman of the Board of Trustees since 2017; Chairman of the Governance Committee since 2017

• Trustee since 2000 - AMG Funds I

• Trustee since 2010 - AMG Funds IV

• Oversees 44 Funds in Fund Complex

 

Eric Rakowski, 64

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. (10 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

 

• Trustee since 2013 - AMG Funds I

• Trustee since 2014 - AMG Funds IV

• Oversees 44 Funds in Fund Complex

 

Victoria L. Sassine, 57

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

 

 

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AMG Funds

Trustees and Officers (continued)

 

   

    

 

      

 

Number of Funds Overseen in Fund Complex

 

 

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

 

 

• Trustee since 2000 - AMG Funds I

• Trustee since 2010 - AMG Funds IV

• Oversees 40 Funds in Fund Complex

 

Thomas R. Schneeweis, 75*

Professor Emeritus, University of Massachusetts (2013-Present); President, TRS Associates (1982-Present); Board Member, Chartered Alternative Investment Association (“CAIA”) (2002-Present); Co-Founder and 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, CAIA Foundation (2010-2019); 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).

*Mr. Schneeweis retired from the Board of Trustees of AMG Funds IV as of October 31, 2022, and will retire from the Board of Trustees of AMG Funds I as of December 31, 2022.

Interested Trustee

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

 

Number of Funds Overseen in Fund Complex

 

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

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

• Oversees 44 Funds in Fund Complex

 

Garret W. Weston, 41

Affiliated Managers Group, Inc. (2008-Present): Managing Director, Co-Head of Affiliate Engagement (2021-Present), Senior Vice President, Affiliate Development (2016-2021), Vice President, Office of the CEO (2015-2016), Vice President, New Investments (2012-2015), Senior Associate, New Investments (2008-2012); Associate, Madison Dearborn Partners (2006-2008); Analyst, Merrill Lynch (2004-2006).

Officers

 

    Position(s) Held with Fund and

    Length of Time Served

 

  

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

 

 

• President since 2018

• Principal Executive Officer since 2018

• Chief Executive Officer since 2018

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

  

Keitha L. Kinne, 64

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, 57

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

 

• Chief Financial Officer since 2017

• Treasurer since 2017

• Principal Financial Officer since 2017

• Principal Accounting Officer since 2017

  

Thomas G. Disbrow, 56

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, 51

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

 

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

• Anti-Money Laundering Compliance Officer since 2022

  

Patrick J. Spellman, 48

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

 

 

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AMG Funds

Trustees and Officers (continued)

 

   

    

 

      

 

    Position(s) Held with Fund and

    Length of Time Served

 

  

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

 

 

• Assistant Secretary since 2016

  

Maureen M. Kerrigan, 37

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

 

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements

 

   

    

 

      

 

 

AMG River Road Dividend All Cap Value Fund, AMG River Road Focused Absolute Value Fund, AMG River Road International Value Equity Fund, AMG River Road Large Cap Value Select Fund, AMG River Road Mid Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, and AMG River Road Small Cap Value Fund: Approval of Investment Management and Subadvisory Agreements on June 22, 2022

 

At an in-person meeting held on June 22, 2022, the Board of Trustees (the “Board” or the “Trustees”) of each of AMG Funds I and AMG Funds IV (each, a “Trust” and collectively, the “Trusts”), and separately a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”), approved (i) the Fund Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) and AMG Funds I for AMG River Road Large Cap Value Select Fund and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016; and the Investment Advisory Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with the Investment Manager and AMG Funds IV for each of AMG River Road Dividend All Cap Value Fund, AMG River Road Focused Absolute Value Fund, AMG River Road International Value Equity Fund (formerly AMG River Road Long-Short Fund), AMG River Road Mid Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, and AMG River Road Small Cap Value Fund, and separately Amendment No. 1 thereto dated October 1, 2016 (collectively, the “Investment Management Agreements”); and (ii) the Sub-Investment Advisory Agreements (or, in the case of AMG River Road Large Cap Value Select Fund and AMG River Road Mid Cap Value Fund, the Subadvisory Agreements), as amended at any time prior to the date of the meeting (collectively, the “Subadvisory Agreements”), with the Subadviser for each of AMG River Road Dividend All Cap Value Fund, AMG River Road Focused Absolute Value Fund, AMG River Road International Value Equity Fund, AMG River Road Large Cap Value Select Fund, AMG River Road Mid Cap Value Fund, AMG River Road Small-Mid Cap Value Fund, and AMG River Road Small Cap Value Fund (each, a “Fund,” and collectively, the “Funds”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreements and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the

    

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

 

NATURE, EXTENT AND QUALITY OF SERVICES

 

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, information about its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreements and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the Investment Manager’s oversight of the performance by the Subadviser of its portfolio management duties; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreements and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to each Fund, including without limitation, analysis and review of portfolio and other

    

compliance matters and review of the Subadviser’s investment performance with respect to each Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person, telephonic or videoconference diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trusts in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to, or replacements of, the Subadviser or potential additional subadvisers, including performing appropriate due diligence, and developing and presenting to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreements and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreements and the Investment Manager’s undertaking to maintain contractual expense limitations for certain Funds, as described below. The Trustees also considered the Investment Manager’s risk management processes.

 

The Trustees also reviewed information relating to the Subadviser’s operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed information on portfolio management and other

 

 

 

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

 

PERFORMANCE

 

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

 

With respect to AMG River Road Dividend All Cap Value Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was at, below, below, and below, respectively, the median performance of the Peer Group and above, below, below, and below, respectively, the performance of the Fund Benchmark, the Russell 3000 Value Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent outperformance relative to the Fund Benchmark and the Fund’s

    

longer-term underperformance. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG River Road Focused Absolute Value Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has one of the earliest inception dates and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, and 5-year periods ended March 31, 2022 and for the period from the Fund’s inception on November 3, 2015 through March 31, 2022 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the Russell 3000 Value Index. The Trustees also took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance and the impact of the Fund’s recent underperformance on its longer-term performance rankings. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG River Road International Value Equity Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was above the median performance of the Peer Group and above, below, above, and below, respectively, the performance of the Fund Benchmark, the MSCI EAFE Index. The Trustees also took into account management’s discussion of the Fund’s performance, noting that Class N shares of the Fund ranked in the top decile relative to the Peer Group for the 5-year period, in the top quartile relative to the Peer Group for the 1-year and 10-year periods, and in the top third relative to the Peer Group for the 3-year period. The Trustees also took into account the fact that the Fund’s investment strategy and Fund Benchmark changed effective August 16, 2021, and that the performance information prior to that date reflected that of the Fund’s prior investment strategy. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

With respect to AMG River Road Large Cap Value Select Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest

    

amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was below the median performance of the Peer Group and above, below, below, and below, respectively, the performance of the Fund Benchmark, the Russell 1000 Value Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent outperformance relative to the Fund Benchmark and the reasons for the Fund’s longer-term underperformance. The Trustees also took into account the fact that the Fund’s subadviser, investment strategy, and Fund Benchmark changed effective March 22, 2021, and that the performance information prior to that date reflected that of the Fund’s prior subadviser and investment strategy. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG River Road Mid Cap Value Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was above, below, below, and below, respectively, the median performance of the Peer Group and above, below, below, and below, respectively, the performance of the Fund Benchmark, the Russell Midcap Value Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent outperformance relative to the Peer Group and the Fund Benchmark and the Fund’s longer-term underperformance. The Trustees also noted that the Fund ranked in the top quartile relative to the Peer Group for the 1-year period. The Trustees also took into account the fact that the Fund’s subadviser, investment strategy, and Fund Benchmark changed effective March 19, 2021, and that the performance information prior to that date reflected that of the Fund’s prior subadviser and investment strategy. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG River Road Small-Mid Cap Value Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was below,

 

 

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below, above, and above, respectively, the median performance of the Peer Group and below, below, above, and above, respectively, the performance of the Fund Benchmark, the Russell 2500 Value Index. The Trustees also took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance. The Trustees also took into account the fact that Class N shares of the Fund ranked in the top quintile relative to its Peer Group for the 5-year and 10-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies and policies.

 

With respect to AMG River Road Small Cap Value Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was below, below, above, and above, respectively, the median performance of the Peer Group and above, below, above, and above, respectively, the performance of the Fund Benchmark, the Russell 2000 Value Index. The Trustees also took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance relative to the Peer Group. The Trustees also took into account the fact that Class N shares of the Fund ranked in the top quartile relative to its Peer Group for the 5-year period and in the top third relative to its Peer Group for the 10-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

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

 

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager at the June 22, 2022 and prior meetings setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds; the cost of providing such services; the significant risks undertaken as Investment Manager and sponsor of the Funds, including investment, operational, enterprise, entrepreneurial, litigation, regulatory and compliance risks; and the resulting

    

profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the changes to the management fee, subadvisory fee and shareholder servicing fee rates and the change to the expense cap that took effect during the past year for AMG River Road International Value Equity Fund. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees also noted payments are made from the Subadviser to the Investment Manager, and other payments are made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset levels of the Funds, and the impact on profitability of both the current asset levels and any future growth of assets of the Funds.

 

In considering the cost of services to be provided by the Investment Manager under each Investment Management Agreement and the profitability to the Investment Manager of its relationship with each Fund, the Trustees noted the undertaking by the Investment Manager to maintain contractual expense limitations for each Fund other than AMG River Road Small Cap Value Fund. The Board also took into account management’s discussion of the advisory fee structure, and the services the Investment Manager provides in performing its functions under each Investment Management Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as each Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

 

In considering the reasonableness of the subadvisory fees payable by the Investment Manager to the Subadviser, the Trustees reviewed information regarding the cost to the Subadviser of providing subadvisory services to each Fund and the resulting profitability from these relationships. The Trustees noted that, because the Subadviser is an affiliate of the Investment Manager, a portion of the Subadviser’s revenues or profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account

    

management’s discussion of the subadvisory fee structure, and the services the Subadviser provides in performing its functions under each Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the profitability to the Subadviser is reasonable and that the Subadviser is not realizing material benefits from economies of scale that would warrant adjustments to the subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

 

With respect to AMG River Road Dividend All Cap Value Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2022 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.78%. The Trustees also took into account that the Investment Manager proposed, effective July 1, 2022 through March 1, 2024, to lower the Fund’s contractual expense limitation to 0.68% of the Fund’s net annual operating expenses (subject to certain excluded expenses), and that this proposal was approved by the Board. The Trustees also noted that the Investment Manager proposed, effective July 1, 2022, to reduce the Fund’s management fee rate, and that this proposal was approved by the Board. The Trustees also took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds and key competitors. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

With respect to AMG River Road Focused Absolute Value Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares of the Fund as of March 31, 2022 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that

 

 

 

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the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.78%. The Trustees also took into account management’s discussion of the Fund’s expenses, including the fact that the total expenses of Class I shares of the Fund as of March 31, 2022 were lower than the median of the Peer Group. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

With respect to AMG River Road International Value Equity Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2022 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that, among other changes, effective August 16, 2021, the Investment Manager has contractually agreed, through March 1, 2023, to lower the Fund’s contractual expense limitation from 1.12% to 0.73% of the Fund’s net annual operating expenses (subject to certain excluded expenses). The Trustees also took into account the fact that, effective August 16, 2021, the Fund’s management fee rate was reduced. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

With respect to AMG River Road Large Cap Value Select Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares of the Fund as of March 31, 2022 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded

    

expenses) to 0.60%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

With respect to AMG River Road Mid Cap Value Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2022 were lower and higher, respectively, than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.76%. The Trustees also took into account management’s discussion of the Fund’s expenses, including the fact that the total expenses of Class I shares of the Fund as of March 31, 2022 were lower than the median of the Peer Group. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

With respect to AMG River Road Small-Mid Cap Value Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2022 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.04%. The Trustees also took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds and select competitors. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is

    

an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

With respect to AMG River Road Small Cap Value Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2022 were both higher than the average for the Fund’s Peer Group. The Trustees took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds and select competitors. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager) and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

*  *  *  *  *

 

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management Agreements and Subadvisory Agreements: (a) the Investment Manager and the Subadviser have demonstrated that they possess the capability and resources to perform the duties required of them under the Investment Management Agreements and each Subadvisory Agreement and (b) the Investment Manager and Subadviser maintain appropriate compliance programs.

 

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of each Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 22, 2022, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for each Fund.

 

 

 

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LOGO

    

 

   

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

DISTRIBUTOR

AMG Distributors, Inc.

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

SUBADVISER

River Road Asset Management, LLC

Meidinger Tower

462 South Fourth Street, Suite 2000

Louisville, KY 40202

    

CUSTODIAN

The Bank of New York Mellon

Mutual Funds Custody

6023 Airport Road

Oriskany, NY 13424

 

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

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 Funds’ website at amgfunds.com. To review a complete list of the Funds’ portfolio holdings, or to view the most recent semiannual report or annual report, please visit amgfunds.com.

 

 

 

 

 

 

 

amgfunds.com      


Table of Contents
LOGO
    

 

   

BALANCED FUNDS

AMG GW&K Global Allocation

GW&K Investment Management, LLC

 

EQUITY FUNDS

AMG Beutel Goodman International Equity

Beutel, Goodman & Company Ltd.

 

AMG Boston Common Global Impact

Boston Common Asset Management, LLC

 

AMG Frontier Small Cap Growth

Frontier Capital Management Co., LLC

 

AMG GW&K Small Cap Core

AMG GW&K Small Cap Value

AMG GW&K Small/Mid Cap

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

GW&K Investment Management, LLC

 

AMG Montrusco Bolton Large Cap Growth

Montrusco Bolton Investments, Inc.

 

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

    

AMG River Road Dividend All Cap Value

AMG River Road Focused Absolute Value

AMG River Road International Value Equity

AMG River Road Large Cap Value Select

AMG River Road Mid Cap Value AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

 

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare Global Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

 

AMG Veritas Asia Pacific

AMG Veritas China

AMG Veritas Global Focus

AMG Veritas Global Real Return

Veritas Asset Management LLP

 

AMG Yacktman

AMG Yacktman Focused

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Yacktman Asset Management LP

 

 

    

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AMG Beutel Goodman Core Plus Bond

Beutel, Goodman & Company Ltd.

 

AMG GW&K Core Bond ESG

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AMG GW&K ESG Bond AMG GW&K High Income

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

 

 

 

     
amgfunds.com       103122             AR082


Table of Contents
LOGO        ANNUAL REPORT
      

 

              

   

AMG Funds

 

October 31, 2022

 

LOGO

 

AMG Veritas China Fund

 
      Class N: MMCFX    |    Class I: MIMFX
 
      AMG Veritas Global Focus Fund
 
      Class N: MFQAX    |    Class I: MFQTX
 
   

     

            

 

 

 

    amgfunds.com                 103122             AR084


Table of Contents


Table of Contents

 

    

    

AMG Funds

Annual Report — October 31, 2022

    

       

 

 
           
     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 Veritas China Fund

     4  
 
   

AMG Veritas Global Focus Fund

     10  
 
   

FINANCIAL STATEMENTS

  
 
   

Statement of Assets and Liabilities

     16  
 
   

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

  
 
   

Statement of Operations

     18  
 
   

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

  
 
   

Statements of Changes in Net Assets

     19  
 
   

Detail of changes in assets for the past two fiscal years

  
 
   

Financial Highlights

     20  
 
   

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

  
 
   

Notes to Financial Statements

     24  
 
   

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

     30  
 
   

OTHER INFORMATION

     31  
 
   

TRUSTEES AND OFFICERS

     32  
 
    ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS      34  

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

 

 


Table of Contents

LOGO

    

      Letter to Shareholders
      

 

Dear Shareholder:

The fiscal year ended October 31, 2022, was a volatile period for risk assets, as uncertainties mounted about high inflation, tighter financial conditions, and the Russian invasion of Ukraine. Global equity and bond markets fell in tandem amid sharply higher interest rates and eroding investor confidence as worries of an impending recession loomed over markets. A global commodity shock caused by the war in Ukraine only made matters worse. The S&P 500® Index slipped into a bear market with the Index falling more than (24)% from its peak earlier in the year. The abrupt shift in markets this year has reset expectations around future growth, as stubbornly high inflation has necessitated that the U.S. Federal Reserve (the Fed) and other global central banks take more aggressive policy action in an effort to bring down inflation. While the outlook is uncertain given the recent negative returns across many asset classes, one silver lining is that global stock and bond valuations are now more attractive than they were at the start of the year.

There was very wide dispersion in sector performance. Energy significantly outperformed all other sectors with a gain of 64.97% as the price of oil surged during the period. Defensive-oriented sectors also outperformed with a 4.86% return from consumer staples and 2.85% gain in utilities. High growth technology and mega cap internet-related companies underperformed during the period, and real estate was impacted by higher interest rates. Communications services fell the most with a (40.67)% return during the fiscal year, followed by declines of (28.53)% for consumer discretionary, (20.64)% for real estate, and (20.23)% for information technology. Value stocks held up much better than growth stocks as the Russell 1000® Value Index returned (7.00)% compared to the (24.60)% return for the Russell 1000® Growth Index. Small cap stocks struggled as the Russell 2000® Index lost (18.54)%. Outside the U.S., foreign developed markets lagged their U.S. counterparts as the U.S. dollar surged and the MSCI EAFE Index fell (23.00)%. Emerging Markets underperformed with a (31.03)% return for the MSCI Emerging Markets Index.

The 10-year Treasury yield more than doubled during the period, surging to the highest levels since before the Great Financial Crisis. Rapidly rising rates from a very low base led to historically bad performance for bonds as the Bloomberg U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, lost (15.68)% over the period. Investment-grade corporate bonds underperformed as the Bloomberg U.S. Corporate Bond Index returned (19.57)% for the year. High yield bonds held up better with a (11.76)% return as measured by the return of the Bloomberg U.S. Corporate High Yield Bond Index. Municipal bonds suffered steep losses but outperformed the broader market with a (11.98)% return for the Bloomberg Municipal Bond Index. Non-U.S. bonds delivered weak performance and were also impacted by the stronger dollar as the Bloomberg Global Aggregate ex U.S. fell (24.60)%.

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,

 

LOGO

Keitha Kinne

President

AMG Funds

 

Average Annual Total Returns  

Periods ended

October 31, 2022*

 
Stocks:        1 Year     3 Years     5 Years  
Large Cap   (S&P 500® Index)     (14.61 )%      10.22     10.44
Small Cap   (Russell 2000® Index)     (18.54 )%      7.05     5.56
International   (MSCI ACWI ex USA)     (24.73 )%      (1.68 )%      (0.60 )% 
Bonds:                          
Investment Grade   (Bloomberg U.S. Aggregate Bond Index)     (15.68 )%      (3.77 )%      (0.54 )% 
High Yield   (Bloomberg U.S. Corporate High Yield Bond Index)     (11.76 )%      0.31     2.01
Tax-exempt   (Bloomberg Municipal Bond Index)     (11.98 )%      (2.18 )%      0.37
Treasury Bills   (ICE BofAML U.S. 6-Month Treasury Bill Index)     0.55     0.65     1.27

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

 

 

 

2


Table of Contents
    

 

    

    

About Your Fund’s Expenses

 

   

    

 

     

 

 

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

 

ACTUAL EXPENSES

 

The first 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 the 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

  October 31, 2022

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/22
   Ending
Account
Value
10/31/22
   Expenses
Paid
During
the Period*

  AMG Veritas China Fund

 

  Based on Actual Fund Return

  Class N

   1.12%   $1,000    $835    $5.18

  Class I

   0.93%   $1,000    $836    $4.30

  Based on Hypothetical 5% Annual Return

  Class N

   1.12%   $1,000    $1,020    $5.70

  Class I

   0.93%   $1,000    $1,021    $4.74
          

  AMG Veritas Global Focus Fund

 

  Based on Actual Fund Return

  Class N

   1.13%   $1,000    $892    $5.39

  Class I

   0.88%   $1,000    $892    $4.20

  Based on Hypothetical 5% Annual Return

  Class N

   1.13%   $1,000    $1,020    $5.75

  Class I

   0.88%   $1,000    $1,021    $4.48

 

  *

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 365.

 

 

 

3


Table of Contents
    

 

    

AMG Veritas China Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

 

For the 12 months ended October 31, 2022, AMG Veritas China Fund (the “Fund”) Class N shares returned (40.78)%, compared with the (47.90)% return for the MSCI China Index, the Fund’s primary benchmark.

 

MARKET OVERVIEW

 

The investing environment during the fiscal year was challenging given the global geographical tension (Russia-Ukraine war as well as U.S.-China friction), U.S. tightening (hiking rates and tapering), pandemic lockdowns, weakness in the Chinese property market, earnings downgrades, and the likelihood of Chinese American Depository Receipts delisting by 2024. The sentiment toward China was near a level not seen since early 2000. All the negatives seemed to follow one another relentlessly. There have been periods when investors were willing to pay ridiculous valuations to be part of the biggest emerging market on earth. There have also been episodes of totally depressed sentiment when investors concluded that the Chinese equity market was not investible at any valuation. The latter was the sentiment that prevailed for most of 2022. However, the Chinese market is no stranger to excessive euphoria and extreme gloom. Over the last 30 years, the Chinese market has swung from maximum bullishness to total desperation, and each time it bounced back. While we do not know exactly what the trigger for this event will be, we do have great conviction in that the quality of Chinese companies has improved tremendously over this period.

      

CHINA’S ZERO-COVID POLICY

 

The U.S. and China are embarking on a different monetary path as China has undergone massive deleveraging over the past few years and COVID tightening resulting in low inflation and an ability to ease monetary policy. The U.S., on the other hand, has injected massive amounts of liquidity resulting in high inflation and higher interest rates in an attempt to bring inflation under control.

 

China’s zero-COVID policy has been a source of a lot of confusion. With China’s health system vastly different from the West, it was inevitable that China would adopt a different policy. However, China has been easing restrictions throughout the year, including cutting quarantine requirements for inbound travelers. One indicator that we monitor for the speed of COVID easing is the vaccination rates among seniors in China. This has accelerated notably in recent months, opening up the possibility for further relaxation of restrictive policies.

 

PERFORMANCE REVIEW AND OUTLOOK

 

During the fiscal year, the Fund outperformed the index by a reasonable margin, but the significant drawdown on an absolute basis gave little respite. The top contributing sectors during the period were industrials and consumer staples due to overweight allocations in both sectors, and consumer

      

discretionary, thanks to an underweight position and strong stock performance, particularly from JD Health International and Midea Group. Both of these positions have been exited. The Fund’s allocation to cash also contributed to relative performance. The sectors with the largest negative impact on relative performance were financials and energy, due to underweight positions, and information technology, due to the combination of an underweight allocation and poor stock selection results, notably from Hangzhou First Applied Material and Sunny Optical Technology. Both of these positions have been exited.

 

Our highly experienced team has substantial knowledge navigating the turbulence of Asian markets with a philosophy based on growing clients’ capital in real terms. This is achieved by investing in high quality companies with strong growth potential at the right price with a strict price discipline. The ability to hold cash affords the ability to navigate around the volatility. Our view is that quality companies will always shine through in the longer run, and the best time to buy quality companies is in times like this when investors are despondent and fearful.

 

This commentary reflects the viewpoints of Veritas Asset Management LLP as of October 31, 2022 and is not intended as a forecast or guarantee of future results.

             

 

 

4


Table of Contents
    

 

    

AMG Veritas China Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG Veritas China 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 Veritas China Fund’s Class N shares on October 31, 2012, to a $10,000 investment made in the MSCI China 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 excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG Veritas China Fund and MSCI China Index for the same time periods ended October 31, 2022.

 

  Average Annual Total Returns1   One
Year
  Five
Years
  Ten
Years

AMG Veritas China Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22

Class N

  (40.78%)   (2.19%)   6.56%

Class I

  (40.66%)   (1.96%)   6.82%

MSCI China Index23

  (47.90%)   (9.68%)   (0.06%)

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 October 31, 2022. All returns are in U.S. Dollars ($).

 

2 

As of May 21, 2021, the Fund’s Subadviser was changed to Veritas Asset Management LLP. Prior to May 21, 2021, the Fund was known as AMG Managers Emerging Opportunities Fund and had different principal investment strategies and corresponding risks. Performance shown for periods prior to May 21, 2021, reflects the

  performance and investment strategies of the Fund’s previous Subadvisers, Next Century Growth Investors LLC, WEDGE Capital Management L.L.P. and RBC Global Asset Management (U.S.) Inc. The Fund’s past performance would have been different if the Fund were managed by the current Subadviser and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the Fund.

 

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

 

4   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.

 

5   Investing in initial public offerings (IPOs) is risky and the prices of stocks purchased in IPOs tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time. Stocks purchased in IPOs generally do not have a trading history, and information about the companies may be available for very limited periods.

 

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

 

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   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.

 

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

 

10 When the Fund has a significant cash balance for a sustained period, the benefit to the Fund of any market upswing may likely be reduced, and the Fund’s performance may be adversely affected.

 

 

 

5


Table of Contents
    

 

    

AMG Veritas China Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

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

 

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

 

13 The application of the tax laws and regulations of the People’s Republic of China (“PRC”) to income, including capital gains, derived from certain investments of the Fund remains unclear, and may well continue to evolve, possibly with retroactive effect. Any taxes imposed on the investments of the Fund pursuant to such laws and regulations will reduce the Fund’s overall returns.

 

14 Trading in China A-Shares through Stock Connect is subject to sudden changes in quota limitations, application of trading suspensions, differences in trading days between the PRC and Stock Connect, operational risk, clearing and settlement risk and regulatory and taxation risk.

 

15 The Fund may not be able to value its investments in a manner that accurately reflects their market

      

  values, and the Fund may not be able to sell an investment at a price equal to the valuation ascribed to that investment by the Fund.

 

16 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.

 

17 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.

 

18 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.

 

19 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.

 

20 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.

 

21 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.

 

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

 

23 The MSCI China Index captures large and mid cap representation across China A-Shares, H-Shares, B-Shares, Red chips, P chips and foreign listings (e.g. ADRs). Unlike the Fund, the MSCI China 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.

 

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

 

 

6


Table of Contents
    

 

AMG Veritas China Fund

Fund Snapshots (unaudited)

October 31, 2022

 

   

    

 

     

 

PORTFOLIO BREAKDOWN

 

   Sector    % of
Net Assets
 
Consumer Discretionary    30.2
 
Industrials    25.0
 
Consumer Staples    10.3
 
Health Care    7.3
 
Communication Services    5.4
 
Utilities    4.0
 
Materials    2.6
 
Short-Term Investments    15.6
 
Other Assets, Less Liabilities    (0.4)

 

TOP TEN HOLDINGS

 

   Security Name  

% of
Net Assets

 

Zhejiang Shuanghuan Driveline Co., Ltd. (CLSA Ltd.) (China)

            10.8      
 

JD.com, Inc., Class A (China)

    7.2
 

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

    6.3
 

Meituan, Class B (China)

    6.3
 

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

    5.6
 

NetEase, Inc. (Hong Kong)

    5.4
 

Wuxi Lead Intelligent Equipment Co., Ltd., Class A (China)

    4.8
 

Estun Automation Co., Ltd., Class A (China)

    4.7
 

ENN Energy Holdings, Ltd. (China)

    4.0
 

Guangzhou GRG Metrology & Test Co., Ltd., Class A (China)

    3.8
     

 

 

Top Ten as a Group

    58.9
   

 

 

 

 

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

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

 

 

7


Table of Contents

 

    

 

AMG Veritas China Fund

Schedule of Portfolio Investments

October 31, 2022

 

   

    

 

     

 

 

      Shares      Value  

Common Stocks - 74.0%

     

Communication Services - 5.4%

     

NetEase, Inc. (China)

     302,000        $3,350,766  

Consumer Discretionary - 19.4%

     

Alibaba Group Holding, Ltd. (China)*

     300,000        2,332,472  

JD.com, Inc., Class A (China)

     243,333        4,431,221  

JS Global Lifestyle Co., Ltd. (Hong Kong)1

     1,609,100        1,296,156  

Meituan, Class B (China)*,1

     240,500        3,850,536  

Total Consumer Discretionary

        11,910,385  

Consumer Staples - 10.3%

     

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

     18,500        3,429,049  

Luzhou Laojiao Co., Ltd., Class A (China)

     66,935        1,435,813  

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

     80,000        1,466,298  

Total Consumer Staples

        6,331,160  

Health Care - 7.3%

     

Guangzhou Kingmed Diagnostics Group Co., Ltd., Class A (China)

     173,944        1,796,497  

Shenzhen Mindray Bio-Medical Electronics Co., Ltd., Class A (China)

     30,000        1,341,075  

Topchoice Medical Corp. (China)*

     80,000        1,347,595  

Total Health Care

        4,485,167  

Industrials - 25.0%

     

Centre Testing International Group Co., Ltd., Class A (China)

     240,700        618,311  

Estun Automation Co., Ltd., Class A (China)

     1,066,000        2,866,876  

Guangzhou GRG Metrology & Test Co., Ltd., Class A (China)

     1,009,936        2,366,920  

NARI Technology Co., Ltd. (China)

     299,992        1,007,544  

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

    

 

422,353

 

 

 

    

 

3,869,541

 

 

 

 

      Shares      Value  

Techtronic Industries Co., Ltd. (Hong Kong)

     180,000        $1,704,378  

Wuxi Lead Intelligent Equipment Co., Ltd., Class A (China)

     425,000        2,922,027  

Total Industrials

        15,355,597  

Materials - 2.6%

     

Yunnan Energy New Material Co., Ltd., Class A (China)

     80,000        1,622,438  

Utilities - 4.0%

     

ENN Energy Holdings, Ltd. (China)

     249,400        2,479,548  

Total Common Stocks
(Cost $76,315,173)

        45,535,061  

Participation Notes - 10.8%

     

Consumer Discretionary - 10.8%

     

Zhejiang Shuanghuan Driveline Co., Ltd. (CLSA Ltd.), 08/04/26 (China)

     1,700,000        6,622,771  

Total Participation Notes
(Cost $5,874,377)

        6,622,771  

Short-Term Investments - 15.6%

     

Other Investment Companies - 15.6%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 2.91%2

     3,844,191        3,844,191  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 3.09%2

     5,766,286        5,766,286  

Total Short-Term Investments
(Cost $9,610,477)

        9,610,477  

Total Investments - 100.4%
(Cost $91,800,027)

        61,768,309  

Other Assets, less Liabilities - (0.4)%

        (254,919

Net Assets - 100.0%

       

 

$61,513,390

 

 

 

 

 
*

Non-income producing security.

 

1 

Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2022, the value of these securities amounted to $5,146,692 or 8.4% of net assets.

 

2 

Yield shown represents the October 31, 2022, 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.

8


Table of Contents

 

    

 

    

AMG Veritas China Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

     

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2022:

 

    

Level 1

 

    

Level 21

 

    

Level 3

 

    

Total

 

 

 Investments in Securities

           

Common Stocks

  

 

 

  

 

$45,535,061

 

  

 

 

  

 

$45,535,061

 

Participation Notes

  

 

 

  

 

6,622,771

 

  

 

 

  

 

6,622,771

 

Short-Term Investments

           

Other Investment Companies

     $9,610,477                      9,610,477  
  

 

 

    

 

 

    

 

 

    

 

 

 

 Total Investments in Securities

  

 

$9,610,477

 

  

 

$52,157,832

 

  

 

 

  

 

$61,768,309

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

All common stocks and participation notes held in the Fund are Level 2 securities. For a detailed breakout of common stocks and participation 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 October 31, 2022, there were no transfers in or out of Level 3.

The country allocation in the Schedule of Portfolio Investments at October 31, 2022, was as follows:

 

 Country    % of Long-Term
Investments

 China

   94.2

 Hong Kong

   5.8
  

 

   100.0  
  

 

 

 

 

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

9


Table of Contents

 

    

 

    

AMG Veritas Global Focus Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

 

For the 12 months ended October 31, 2022, AMG Veritas Global Focus Fund (the “Fund”) Class N shares returned (22.51)%, compared with the (18.48)% return for the MSCI World Index, the Fund’s primary benchmark.

 

MARKET OVERVIEW AND OUTLOOK

 

At the end of 2021, most economies around the globe were roaring back to life after COVID-19 restrictions lifted. Fiscal stimulus enacted during the pandemic boosted consumer demand and both consumer and business confidence had started to recover. Inflationary pressures were building but central banks such as the U.S. Federal Reserve (the Fed) were forecasting these pricing pressures as transitory given pent-up demand and supply-chain disruptions due to the pandemic. Fast forward to the same period in 2022 and we see stark differences in geopolitics, economic indicators, and sentiment. Not many would have predicted such a significant turn of events. Russia’s attack on Ukraine in February of 2022, resulted in a humanitarian crisis in Europe and magnified supply-chain disruptions of vital resources such as energy, food and raw materials. China’s zero-COVID policy continued to curtail the rebound in supply of goods globally, further igniting inflationary pressures. Global inflation is now forecast to rise from 4.7% in 2021 to 8.8% in 2022. Upside inflation surprises have been most widespread among advanced economies, with greater variability in emerging markets and developing economies. In June, the Federal Open Market Committee (the FoMC) hiked the federal funds rate by 75 basis points (“bps”) to a range of 1.5% to 1.75% in an attempt to temper the demand for credit, the largest increase since 1994. It was followed by subsequent rate rises in July and September of 75bps each time to its current range of 3.00% to 3.25%. At the same time, global economic activity is experiencing a broad-based and sharper-than-expected slowdown. Global growth is forecast to slow from 6.0% in 2021 to 3.2% in 2022. This is the weakest growth profile since 2001 except for the Global Financial Crisis and the acute phase of

      

the COVID-19 pandemic and reflects significant slowdowns for the largest economies: a U.S. GDP contraction in the first half of 2022, a euro area contraction in the second half of 2022, prolonged COVID-19 outbreaks and lockdowns in China with a growing property sector crisis and a war in Ukraine. About a third of the world economy faces two consecutive quarters of negative growth.

 

Monetary policy should restore price stability, and fiscal policy should aim to alleviate the cost-of-living pressures while maintaining a sufficiently tight stance aligned with monetary policy. Structural reforms can further support the fight against inflation by improving productivity and easing supply constraints, while multilateral cooperation is necessary for fast-tracking the green energy transition and preventing fragmentation. The global economy’s future health rests critically on the successful calibration of monetary policy, the course of the war in Ukraine, and the possibility of further pandemic-related supply-side disruptions, for example, in China. Rapid global tightening of monetary policy could increase the risk of financial crises. A U.S. recession could be induced by aggressive monetary policy tightening in response to elevated inflation and the recession in the euro area likely will reflect surging energy prices and rationing. China may escape a recession but will likely experience weak growth in 2023 due to repeated lockdowns, a housing correction and weakening external growth.

 

During periods of such macro uncertainty, we focus on our approach and the companies we invest in. Interest rate rises do not affect all equities uniformly—those companies where the bulk of earnings and cash flows are likely to arise in the distant future are much more sensitive to interest rate changes. Many of the growth companies have already seen the impact of a small change to rates with the share prices of many of the non-profitable tech universe declining substantially. Conversely, companies delivering high cash flows today (and protected by substantial barriers to entry), while not

      

completely immune to changes in interest rates, are much less affected. Our consistent and robust approach is to focus on businesses that are durable, competitively advantaged, and while not immune to macroeconomic challenges, can improve their competitive position through these periods. If these companies can compound high returns over time, they should generate significant economic value for shareholders. These are the types of business that the Fund looks to invest in when they are available at attractive valuations.

 

PERFORMANCE REVIEW

 

During the fiscal period, the Fund underperformed the MSCI World Index. Historically, the strategy employed by Veritas Asset Management LLP has sought to mitigate risk in downward markets and performed well in sideways, or modestly rising markets. Our philosophy is based on growing clients’ capital in real terms. This is achieved by investing in high quality companies at the right price with a strict price discipline and the ability to hold cash. The Fund is unlikely to hold cyclical companies in industries such as energy, mining, banks, and property as the consistency of their cash flows are difficult to forecast. Therefore, it is no surprise that the Fund was negatively impacted by its lack of holdings in energy and spread financial companies. The Fund’s large weight in the health care sector, a sector typically with defensive characteristics, delivered mixed performance as did key holdings. Among the top individual contributors to relative performance were BAE Systems PLC, UnitedHealth Group, Inc., and CVS Health Corp. The top detractors from performance during the period were Charter Communications, Inc. Class A, Meta Platforms, Inc. Class A, and Catalent, Inc.

 

This commentary reflects the viewpoints of Veritas Asset Management LLP as of October 31, 2022 and is not intended as a forecast or guarantee of future results.

             

 

 

10


Table of Contents
    

 

    

AMG Veritas Global Focus Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG Veritas Global Focus 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 Veritas Global Focus Fund’s Class N shares on October 31, 2012, to a $10,000 investment made in the MSCI World 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 excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

LOGO

The table below shows the average annual total returns for the AMG Veritas Global Focus Fund and MSCI World Index for the same time periods ended October 31, 2022.

 

  Average Annual Total Returns1   One
Year
  Five
Years
  Ten
Years

AMG Veritas Global Focus Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14

Class N

  (22.51%)   4.22%   9.30%

Class I

  (22.35%)   4.46%   9.57%

MSCI World Index15

  (18.48%)   6.37%   8.94%

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

 

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at 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 October 31, 2022. All returns are in U.S. Dollars ($).

 

2 

As of May 21, 2021, the Fund’s Subadviser was changed to Veritas Asset Management LLP. Prior to May 21, 2021,

   

the Fund was known as the AMG FQ Tax-Managed U.S. Equity Fund and had different principal investment strategies and corresponding risks. Performance shown for periods prior to May 21, 2021, reflects the performance and investment strategies of the Fund’s previous Subadviser, First Quadrant, L.P. The Fund’s past performance would have been different if the Fund were managed by the current Subadviser and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the Fund.

 

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

 

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

 

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  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  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  When the Fund has a significant cash balance for a sustained period, the benefit to the Fund of any market upswing may likely be reduced, and the performance may be adversely affected.

 

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

 

10 The Fund may not be able to value its investments in a manner that accurately reflects their market values, and the Fund may not be able to sell an investment at a price equal to the valuation ascribed to that investment by the Fund.

 

11 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


Table of Contents
    

 

    

AMG Veritas Global Focus Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

12 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.

 

13 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.

      

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

 

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

 

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

 

 

12


Table of Contents
    

 

AMG Veritas Global Focus Fund

Fund Snapshots (unaudited)

October 31, 2022

 

   

    

 

     

 

 

PORTFOLIO BREAKDOWN

 

   Sector    % of
Net Assets
 
Health Care    29.1
 
Industrials    25.0
 
Information Technology    15.0
 
Communication Services    12.2
 
Financials    4.5
 
Consumer Discretionary    4.1
 
Consumer Staples    4.1
 
Short-Term Investments    6.3
 
Other Assets, Less Liabilities    (0.3)

TOP TEN HOLDINGS

 

   Security Name  

% of
Net Assets

 

Canadian Pacific Railway, Ltd. (Canada)

             5.9       
 

Microsoft Corp. (United States)

    5.6
 

Alphabet, Inc. , Class A (United States)

    5.5
 

Mastercard, Inc. , Class A (United States)

    5.3
 

Safran SA (France)

    5.2
 

Charter Communications, Inc. , Class A (United States)

    5.2
 

Vinci, S.A. (France)

    5.2
 

Fiserv, Inc. (United States)

    4.1
 

Amazon.com, Inc. (United States)

    4.1
 

Unilever PLC (United Kingdom)

    4.1
     

 

 

Top Ten as a Group

    50.2
   

 

 

 

 

 

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

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

 

 

13


Table of Contents
    

 

AMG Veritas Global Focus Fund

Schedule of Portfolio Investments

October 31, 2022

 

   

    

 

     

 

      Shares      Value  

Common Stocks - 94.0%

     

Communication Services - 12.2%

     

Alphabet, Inc., Class A (United States)*

     17,400      $ 1,644,474  

Charter Communications, Inc., Class A (United States)*

     4,235        1,556,871  

Meta Platforms, Inc., Class A (United States)*

     4,703        438,131  

Total Communication Services

        3,639,476  

Consumer Discretionary - 4.1%

     

Amazon.com, Inc. (United States)*

     12,017        1,231,021  

Consumer Staples - 4.1%

     

Unilever PLC (United Kingdom)

     26,507        1,209,840  

Financials - 4.5%

     

Intercontinental Exchange, Inc. (United States)

     7,052        673,960  

Moody’s Corp. (United States)

     2,559        677,802  

Total Financials

        1,351,762  

Health Care - 29.1%

     

Baxter International, Inc. (United States)

     10,408        565,675  

Becton Dickinson and Co. (United States)

     3,929        927,126  

Bio-Rad Laboratories, Inc., Class A (United States)*

     1,800        633,078  

Catalent, Inc. (United States)*

     15,272        1,003,829  

The Cooper Cos, Inc. (United States)

     3,158        863,366  

CVS Health Corp. (United States)

     9,321        882,699  

Embecta Corp. (United States)

     1,080        33,394  

Illumina, Inc. (United States)*

     2,997        685,773  

Sonic Healthcare, Ltd. (Australia)

     48,216        1,009,425  

Thermo Fisher Scientific, Inc. (United States)

     1,957        1,005,839  

UnitedHealth Group, Inc. (United States)

     1,901        1,055,340  

Total Health Care

        8,665,544  
     
      Shares      Value  

Industrials - 25.0%

     

Aena SME SA (Spain)*,1

     8,232        $967,520  

Airbus SE (France)

     4,440        480,425  

BAE Systems PLC (United Kingdom)

     120,901        1,130,856  

Canadian Pacific Railway, Ltd. (Canada)

     23,432        1,745,450  

Safran SA (France)

     13,996        1,558,734  

Vinci, S.A. (France)

     16,816        1,547,694  

Total Industrials

        7,430,679  

Information Technology - 15.0%

     

Fiserv, Inc. (United States)*

     11,999        1,232,777  

Mastercard, Inc., Class A (United States)

     4,847        1,590,689  

Microsoft Corp. (United States)

     7,146        1,658,801  

Total Information Technology

        4,482,267  

Total Common Stocks
(Cost $31,799,661)

        28,010,589  

Short-Term Investments - 6.3%

     

Other Investment Companies - 6.3%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 2.91%2

     746,733        746,733  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 3.09%2

     1,120,099        1,120,099  

Total Short-Term Investments
(Cost $1,866,832)

        1,866,832  

Total Investments - 100.3%
(Cost $33,666,493)

        29,877,421  

Other Assets, less Liabilities - (0.3)%

        (100,410

Net Assets - 100.0%

        $29,777,011  
     

 

 
*

Non-income producing security.

 

1 

Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2022, the value of this security amounted to $967,520 or 3.2% of net assets.

 

2 

Yield shown represents the October 31, 2022, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

 

 

 

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

14


Table of Contents
    

 

    

AMG Veritas Global Focus Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

     

 

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2022:

 

    

Level 1

 

    

Level 21

 

    

Level 3

 

    

Total

 

 

 Investments in Securities

           

Common Stocks

           

Health Care

     $7,656,119        $1,009,425               $8,665,544  

Industrials

     1,745,450        5,685,229               7,430,679  

Information Technology

     4,482,267                      4,482,267  

Communication Services

     3,639,476                      3,639,476  

Financials

     1,351,762                      1,351,762  

Consumer Discretionary

     1,231,021                      1,231,021  

Consumer Staples

            1,209,840               1,209,840  

 Short-Term Investments

           

Other Investment Companies

     1,866,832                      1,866,832  
  

 

 

    

 

 

    

 

 

    

 

 

 

 Total Investments in Securities

  

 

$21,972,927

 

  

 

$7,904,494

 

  

 

 

  

 

$29,877,421

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

1 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

The country allocation in the Schedule of Portfolio Investments at October 31, 2022, was as follows:

 

 Country    % of Long-Term
Investments

 Australia

   3.6

 Canada

   6.2

 France

   12.8

 Spain

   3.5

 United Kingdom

   8.4

 United States

   65.5
  

 

   100.0
  

 

 

 

 

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

15


Table of Contents

 

    

 

    

Statement of Assets and Liabilities

October 31, 2022

 

   

    

 

     

 

 

    AMG Veritas
China Fund
    AMG Veritas
Global Focus
Fund
 

Assets:

   

Investments at value1

    $61,768,309       $29,877,421  

Cash

          2,772  

Receivable for investments sold

          140,366  

Dividend and interest receivables

    20,385       32,860  

Receivable for Fund shares sold

    250        

Receivable from affiliate

    12,489       3,939  

Prepaid expenses and other assets

    14,537       11,519  

Total assets

    61,815,970       30,068,877  

Liabilities:

   

Payable for investments purchased

          214,636  

Payable for Fund shares repurchased

    144,232        

Accrued expenses:

   

Investment advisory and management fees

    41,374       16,676  

Administrative fees

    8,741       3,733  

Distribution fees

          453  

Shareholder service fees

    6,880        

Other

    101,353       56,368  
   

Total liabilities

    302,580       291,866  
   

Net Assets

    $61,513,390       $29,777,011  

1 Investments at cost

    $91,800,027       $33,666,493  
 

 

 

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

16


Table of Contents
    

 

    

    

Statement of Assets and Liabilities (continued)

 

   

    

 

     

 

 

    AMG Veritas
China Fund
      AMG Veritas  
Global
Focus Fund
 

Net Assets Represent:

   

Paid-in capital

    $114,862,074       $32,040,165  

Total distributable loss

    (53,348,684     (2,263,154

Net Assets

    $61,513,390       $29,777,011  

Class N:

   

Net Assets

    $54,250,448       $2,164,240  

Shares outstanding

    3,796,855       151,076  

Net asset value, offering and redemption price per share

    $14.29       $14.33  

Class I:

   

Net Assets

    $7,262,942       $27,612,771  

Shares outstanding

    482,357       1,927,827  

Net asset value, offering and redemption price per share

    $15.06       $14.32  
 

 

 

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

17


Table of Contents
    

 

    

Statement of Operations

For the fiscal year ended October 31, 2022

 

   

    

 

     

 

 

     AMG Veritas
China Fund
    AMG Veritas
Global Focus
Fund
 

Investment Income:

    

Dividend income

     $881,157 1       $387,350  

Interest income

     841       382  

Foreign withholding tax

     (45,138     (17,241

Total investment income

     836,860       370,491  

Expenses:

    

Investment advisory and management fees

     654,809       254,970  

Administrative fees

     138,340       57,083  

Distribution fees - Class N

           7,789  

Shareholder servicing fees - Class N

     167,120        

Custodian fees

     106,418       25,261  

Professional fees

     40,304       36,319  

Registration fees

     32,010       24,169  

Transfer agent fees

     23,017       9,305  

Reports to shareholders

     18,224       5,718  

Trustee fees and expenses

     6,583       2,636  

Interest expense

     217        

Miscellaneous

     5,202       2,964  

Total expenses before offsets

     1,192,244       426,214  

Expense reimbursements

     (167,199     (83,530

Net expenses

     1,025,045       342,684  
    

Net investment income (loss)

     (188,185     27,807  

Net Realized and Unrealized Loss:

    

Net realized gain (loss) on investments

     (23,079,099     1,841,384  

Net realized loss on foreign currency transactions

     (81,641     (8,416

Net change in unrealized appreciation/depreciation on investments

     (22,739,038     (11,220,010

Net change in unrealized appreciation/depreciation on foreign currency translations

           (62

Net realized and unrealized loss

     (45,899,778     (9,387,104
    

Net decrease in net assets resulting from operations

     $(46,087,963)       $(9,359,297)  

1 Includes non-recurring dividends of $153,300.

 

 

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

18


Table of Contents
    

 

    

Statements of Changes in Net Assets

For the fiscal years ended October 31,

 

   

    

 

     

 

 

     AMG Veritas
China Fund
    AMG Veritas Global
Focus Fund
 
     2022     2021     2022     2021  

Increase (Decrease) in Net Assets Resulting From Operations:

        

Net investment income (loss)

     $(188,185     $(7,092     $27,807       $35,614  

Net realized gain (loss) on investments

     (23,160,740     82,285,507       1,832,968       44,153,426  

Net change in unrealized appreciation/depreciation on investments

     (22,739,038     (34,376,117     (11,220,072     (23,383,983

Net increase (decrease) in net assets resulting from operations

     (46,087,963     47,902,298       (9,359,297     20,805,057  

Distributions to Shareholders:

        

From net investment income and/or realized gain on investments:

        

Class N

           (69,495,237     (261,410     (4,406,717

Class I

           (17,304,541     (2,887,625     (37,275,412

From paid-in capital:

        

Class N

           (11,557,485            

Class I

           (2,877,852            

Total distributions to shareholders

           (101,235,115     (3,149,035     (41,682,129

Capital Share Transactions:1

        

Net increase (decrease) from capital share transactions

     (23,289,196     43,144,460       (6,542,893     7,037,835  
        

Total decrease in net assets

     (69,377,159     (10,188,357     (19,051,225     (13,839,237

Net Assets:

        

Beginning of year

     130,890,549       141,078,906       48,828,236       62,667,473  

End of year

     $61,513,390       $130,890,549       $29,777,011       $48,828,236  

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

 

 

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

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Table of Contents
    

 

AMG Veritas China Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
  Class N    2022   2021   2020   2019   2018

Net Asset Value, Beginning of Year

       $24.13       $37.61       $41.44       $48.48       $50.06

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       (0.05 )3       (0.02 )       0.09       (0.09 )       (0.32 )

Net realized and unrealized gain (loss) on investments

       (9.79 )       15.11       (0.23 )       1.70       4.45

Total income (loss) from investment operations

       (9.84 )       15.09       (0.14 )       1.61       4.13

Less Distributions to Shareholders from:

                    

Net investment income

             (0.01 )                  

Net realized gain on investments

             (24.49 )       (3.69 )       (8.65 )       (5.71 )

Paid in capital

             (4.07 )                  

Total distributions to shareholders

             (28.57 )       (3.69 )       (8.65 )       (5.71 )

Net Asset Value, End of Year

       $14.29       $24.13       $37.61       $41.44       $48.48

Total Return2,4

       (40.78 )%       30.40 %       (0.86 )%       7.46 %       8.82 %

Ratio of net expenses to average net assets

       1.14 %       1.16 %5       1.18 %5       1.24 %5       1.41 %5

Ratio of gross expenses to average net assets6

       1.32 %       1.24 %       1.26 %       1.34 %       1.50 %

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

       (0.23 )%       (0.05 )%       0.24 %       (0.23 )%       (0.63 )%

Portfolio turnover

       82 %       184 %       75 %       79 %       55 %

Net assets end of year (000’s) omitted

       $54,250       $111,537       $114,122       $138,695       $148,419

 

 

 

 

20


Table of Contents
    

 

AMG Veritas China Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
  Class I    2022   2021   2020   2019   2018

Net Asset Value, Beginning of Year

       $25.38       $38.58       $42.31       $49.19       $50.60

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       (0.00 )3,7       0.07       0.18       0.01       (0.20 )

Net realized and unrealized gain (loss) on investments

       (10.32 )       15.40       (0.22 )       1.76       4.50

Total income (loss) from investment operations

       (10.32 )       15.47       (0.04 )       1.77       4.30

Less Distributions to Shareholders from:

                    

Net investment income

             (0.11 )                  

Net realized gain on investments

             (24.47 )       (3.69 )       (8.65 )       (5.71 )

Paid in capital

             (4.09 )                  

Total distributions to shareholders

             (28.67 )       (3.69 )       (8.65 )       (5.71 )

Net Asset Value, End of Year

       $15.06       $25.38       $38.58       $42.31       $49.19

Total Return2,4

       (40.66 )%       30.75 %       (0.62 )%       7.72 %       9.09 %

Ratio of net expenses to average net assets

       0.93 %       0.93 %       0.93 %       0.99 %       1.16 %5

Ratio of gross expenses to average net assets6

       1.11 %       1.00 %       1.01 %       1.09 %       1.25 %

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

       (0.02 )%       0.19 %       0.49 %       0.02 %       (0.38 )%

Portfolio turnover

       82 %       184 %       75 %       79 %       55 %

Net assets end of year (000’s) omitted

       $7,263       $19,354       $26,957       $30,248       $28,485

 

 

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3

Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.08) and $(0.04) for Class N and Class I shares, respectively.

 

4

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

 

5

Includes reduction from broker recapture amounting to 0.01%, 0.01%, 0.02% and 0.02% for the fiscal years ended 2021, 2020, 2019 and 2018, respectively.

 

6

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

 

7 

Less than $(0.005) per share.

 

 

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AMG Veritas Global Focus Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
  Class N    2022   2021   2020   2019   2018

Net Asset Value, Beginning of Year

       $19.85       $34.02       $34.33       $31.68       $29.69

Income (loss) from Investment Operations:

                    

Net investment income (loss)1,2

       (0.03 )       (0.05 )       0.07       0.09 3         0.03

Net realized and unrealized gain (loss) on investments

       (4.16 )       10.91       (0.25 )       3.02       2.00

Total income (loss) from investment operations

       (4.19 )       10.86       (0.18 )       3.11       2.03

Less Distributions to Shareholders from:

                    

Net investment income

             (0.05 )       (0.08 )       (0.05 )      

Net realized gain on investments

       (1.33 )       (24.98 )       (0.05 )       (0.41 )       (0.04 )

Total distributions to shareholders

       (1.33 )       (25.03 )       (0.13 )       (0.46 )       (0.04 )

Net Asset Value, End of Year

       $14.33       $19.85       $34.02       $34.33       $31.68

Total Return2,4

       (22.51 )%       35.54 %       (0.54 )%       10.15 %       6.84 %

Ratio of net expenses to average net assets

       1.13 %       1.13 %5       1.13 %5       1.13 %5       1.14 %5

Ratio of gross expenses to average net assets6

       1.35 %       1.29 %       1.29 %       1.28 %       1.26 %

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

       (0.16 )%       (0.17 )%       0.22 %       0.28 %       0.09 %

Portfolio turnover

       21 %       109 %       45 %       34 %       31 %

Net assets end of year (000’s) omitted

       $2,164       $4,230       $6,922       $8,188       $9,622

 

 

 

 

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Table of Contents
    

 

AMG Veritas Global Focus Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,
  Class I    2022   2021   2020   2019   2018

Net Asset Value, Beginning of Year

       $19.80       $34.00       $34.31       $31.69       $29.72

Income (loss) from Investment Operations:

                    

Net investment income1,2

       0.02       0.02       0.16       0.17 3         0.11

Net realized and unrealized gain (loss) on investments

       (4.17 )       10.91       (0.25 )       3.00       2.00

Total income (loss) from investment operations

       (4.15 )       10.93       (0.09 )       3.17       2.11

Less Distributions to Shareholders from:

                    

Net investment income

             (0.15 )       (0.17 )       (0.14 )       (0.10 )

Net realized gain on investments

       (1.33 )       (24.98 )       (0.05 )       (0.41 )       (0.04 )

Total distributions to shareholders

       (1.33 )       (25.13 )       (0.22 )       (0.55 )       (0.14 )

Net Asset Value, End of Year

       $14.32       $19.80       $34.00       $ 34.31       $31.69

Total Return2,4

       (22.35 )%       35.85 %       (0.27 )%       10.40 %       7.13 %

Ratio of net expenses to average net assets

       0.88 %       0.88 %5       0.88 %5       0.88 %5       0.89 %5

Ratio of gross expenses to average net assets6

       1.10 %       1.04 %       1.04 %       1.03 %       1.01 %

Ratio of net investment income to average net assets2

       0.09 %       0.08 %       0.47 %       0.53 %       0.34 %

Portfolio turnover

       21 %       109 %       45 %       34 %       31 %

Net assets end of year (000’s) omitted

       $27,613       $44,598       $55,746       $61,767       $63,440

 

 

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.06 and $0.14 for Class N and Class I, respectively.

 

4 

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

 

5 

Includes reduction from broker recapture amounting to less than 0.01%, 0.01%, 0.01% and less than 0.01% for the fiscal years ended 2021, 2020, 2019 and 2018, respectively.

 

6 

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

 

 

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Notes to Financial Statements

October 31, 2022

 

     
     

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds I (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 Veritas China Fund (“China Fund”) and AMG Veritas Global Focus Fund (“Global Focus”), each a “Fund” and collectively, the “Funds”.

Each Fund offers Class N and Class I shares. Each class represents an interest in the same assets of the respective Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may have different net asset values per share to the extent the share classes pay different distribution amounts and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

The Funds 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.

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

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

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

Participation notes (“P-Notes”) are valued using the underlying equity security’s 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.

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 a 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.

Effective September 8, 2022, the Funds adopted the requirements of Rule 2a-5 under the 1940 Act (“Rule 2a-5”), which the Funds’ Board designated the Funds’ Investment Manager as the Funds’ Valuation Designee to perform the Funds’ fair value determinations. Such determinations are subject to Board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Investment Manager’s fair value determinations. Other than the designation of the Investment Manager as the Valuation Designee, the Funds’ adoption of Rule 2-a5 did not impact how the Funds determine fair value or the carrying amount of investments held in the Funds.

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

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

The three-tier hierarchy of inputs is summarized below:

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

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

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

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments.

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date, and if after the fact, as soon as the Funds become aware of the ex-dividend date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trust and other trusts or funds within the AMG Funds Family of Funds (collectively the “AMG Funds Family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

 

 

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from 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 net operating losses. Temporary differences are primarily due to wash sale loss deferrals.

The tax character of distributions paid during the fiscal years ended October 31, 2022 and October 31, 2021 were as follows:

 

     China Fund      Global Focus  

 Distributions paid from:

     2022        2021        2022        2021  

 Ordinary income *

     —         $16,209,326         $511,587         $2,236,726   

 Long-term capital gains

     —         70,590,452         2,637,448         39,445,403   

 Paid-in capital

     —         14,435,337         —         —   
  

 

 

    

 

 

    

 

 

    

 

 

 
                         —                 $101,235,115                 $3,149,035                 $41,682,129   
  

 

 

    

 

 

    

 

 

    

 

 

 

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

 

 

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Table of Contents
    

 

    

    

Notes to Financial Statements (continued)

 

   

    

 

     

 

 

As of October 31, 2022, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

     China Fund        Global Focus  
 Capital loss carryforward    $23,316,955    —  

 Undistributed ordinary income

      $26,875  

 Undistributed long-term capital gains

      1,540,186  

At October 31, 2022, the cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

 Fund    Cost      Appreciation      Depreciation     Net Depreciation  

 China Fund

     $91,800,038        $938,704        $(30,970,433     $(30,031,729

 Global Focus

     33,707,200        3,131,675        (6,961,890     (3,830,215

 

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 October 31, 2022, 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 October 31, 2022, the capital loss carryovers for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.

 

 Fund    Short-Term    Long-Term    Total  

 China Fund

   $20,447,943    $2,869,012      $23,316,955  

As of October 31, 2022, Global Focus had no capital loss carryovers for federal income tax purposes. Should the Fund incur net capital losses for the fiscal year ended October 31, 2023, such amounts may be used to offset future realized capital gains indefinitely, and retain their character as either 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.

For the fiscal years ended October 31, 2022 and October 31, 2021, the capital stock transactions by class for the Funds were as follows:

 

    China Fund   Global Focus
               
    October 31, 2022   October 31, 2021   October 31, 2022   October 31, 2021
               
    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount

 Class N:

               

 Shares sold

    68,880       $1,376,176       155,072       $6,425,694       4,874       $81,055       14,273       $328,453  

 Shares issued in reinvestment of distributions

                2,755,480       79,800,381       13,284       240,965       214,857       4,129,993  

 Shares redeemed

    (894,337     (18,620,802     (1,322,201     (45,625,930     (80,199     (1,339,471     (219,484     (4,997,668
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net increase (decrease)

    (825,457     $(17,244,626     1,588,351       $40,600,145       (62,041     $(1,017,451     9,646       $(539,222
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Class I:

               

 Shares sold

        93,231       $2,102,084       215,703       $8,470,854       34,101       $588,109       36,767       $1,104,339  

 Shares issued in reinvestment of distributions

                637,539       19,357,411       156,775       2,837,633       1,848,846       35,461,375  

 Shares redeemed

    (373,546     (8,146,654     (789,317     (25,283,950     (515,629     (8,951,184     (1,272,449     (28,988,657
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net increase (decrease)

    (280,315     $(6,044,570     63,925       $2,544,315       (324,753     $(5,525,442     613,164       $7,577,057  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party and bilateral repurchase agreements for temporary cash management purposes and 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 October 31, 2022, the Funds had no Repurchase Agreements outstanding.

i. FOREIGN CURRENCY TRANSLATION

The books and records of the Funds are maintained in U.S. Dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. Dollars are translated into U.S. Dollars based upon current foreign exchange rates. Purchases and sales of foreign investments, income and expenses are converted into U.S. Dollars based on currency exchange rates prevailing on the respective dates of such transactions. Net realized and unrealized gain (loss) on foreign currency transactions represent: (1) foreign exchange gains and losses from the sale and holdings of foreign currencies; (2) gains and losses between trade date and settlement date on investment securities transactions and foreign currency exchange contracts; and (3) gains and losses from the difference between amounts of interest and dividends recorded and the amounts actually received.

The Funds do not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

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 Veritas Asset Management LLP (“Veritas”) who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in Veritas.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the fiscal year ended October 31,

2022, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

 

  China Fund1

     0.71%      

  Global Focus2

     0.67%      

 

1 

Prior to June 25, 2021, the investment management fees were 0.74%.

 

2 

Prior to June 25, 2021, the investment management fees were 0.70%.

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

The Investment Manager has contractually agreed, through at least March 1, 2023, 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 China Fund and Global Focus to 0.93% and 0.88%, 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 June 25, 2021, the total annual Fund operating expense limitation was 0.94% of China Fund’s and 0.89% of Global Focus’s average daily net assets.

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 October 31, 2022, the Funds’ expiration of reimbursements subject to recoupment is as follows:

 

 Expiration

 Period

   China Fund        Global Focus  

 Less than 1 year

     $104,667        $97,260  

 1-2 years

     110,028        100,614  

 2-3 years

     167,199        83,530  
  

 

 

    

 

 

 

 Total

     $381,894        $281,404  
  

 

 

    

 

 

 
 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

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.

Global Focus 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, Global Focus 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 Class N shares of China Fund, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to 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 China Fund may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class’s average daily net assets as shown in the table below.

The impact on the annualized expense ratios for the fiscal year ended October 31, 2022, were as follows:

 

     Maximum Annual      Actual        
     Amount      Amount        
  Fund    Approved      Incurred        

  China Fund

       

  Class N

     0.25%        0.21%           

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 certain eligible funds in the AMG Funds Family to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds Family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and interest expense, respectively. At October 31, 2022, the Funds had no interfund loans outstanding.

The following Funds utilized the interfund loan program during the fiscal year ended October 31, 2022 as follows:

 

  Fund   Average
Lent
    Number
of Days
    Interest
Earned
    Average
Interest Rate
       

  China Fund

    $1,078,053       13       $841       2.191%    

  Global Focus        

    364,434       14       382       2.734%          
  Fund   Average
Borrowed
    Number
of Days
    Interest
Paid
    Average
Interest Rate
       

  China Fund

    $1,184,141       4       $217       1.673%    

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the fiscal year ended October 31, 2022, were as follows:

 

     Long Term Securities  
  Fund    Purchases      Sales        

  China Fund

     $68,775,435        $78,568,689          

  Global Focus

     7,714,195        17,893,278          

The Funds had no purchases or sales of U.S. Government Obligations during the fiscal year ended October 31, 2022.

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

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

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 and cannot be sold or pledged. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities as soon as practical, which is normally within three business days.

The Funds did not have any securities on loan at October 31, 2022.

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. GEOGRAPHICAL FOCUS RISK

China Fund invests a significant portion of its net assets in the Greater China region, which consists of the People’s Republic of China (“PRC”), Hong Kong, Taiwan, among other countries, China Fund is particularly susceptible to economic, political, regulatory or other events or conditions of those countries. Therefore, China Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund and may result in losses.

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

suspensions, differences in trading days between the PRC and Stock Connect, operational risk, clearing and settlement risk, and regulatory and taxation risk.

7. PARTICIPATION NOTES

China Fund invests in P-Notes to gain exposure to issuers in China. P-Notes are a type of equity-linked derivative that are traded in the over-the-counter market and constitute general unsecured contractual obligations of the banks or broker-dealers that issue them. Generally, banks and broker-dealers associated with non-U.S.-based brokerage firms buy securities listed on certain foreign exchanges and then issue P-Notes which are designed to replicate the performance of those underlying foreign securities. The performance results of P-Notes will not replicate exactly the performance of the issuers or markets that the P-Notes seek to replicate due to dividends paid in connection with the underlying security, transaction costs and other expenses. China Fund’s investment in P-Notes is susceptible to similar risks of the underlying security, but typically China Fund does not receive voting or other rights as it would if China Fund directly owned the underlying security. Additionally, P-Notes entail the risks that the counterparties or issuers of the P-Notes may not be able to fulfill their obligations, that China Fund and counterparties or issuers may disagree as to the meaning or application of contractual terms, and/or that the P-Notes may not perform as expected. Although P-Notes may be listed on an exchange, there is no guarantee that a liquid market will exist or that the counterparties or issuers of P-Notes will be willing to repurchase such instrument when China Fund wishes to sell it.

8. 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.

9. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the 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 October 31, 2022, the Funds had no Repurchase Agreements outstanding.

10. SUBSEQUENT EVENTS

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

 

 

 

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Table of Contents
    

 

    

    

Report of Independent Registered Public Accounting Firm

 

   

    

 

     

 

TO THE BOARD OF TRUSTEES OF AMG FUNDS I AND SHAREHOLDERS OF AMG VERITAS CHINA FUND AND AMG VERITAS GLOBAL FOCUS FUND

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of AMG Veritas China Fund and AMG Veritas Global Focus Fund (two of the funds constituting AMG Funds I, hereafter collectively referred to as the “Funds”) as of October 31, 2022, the related statements of operations for the year ended October 31, 2022, the statements of changes in net assets for each of the two years in the period ended October 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2022, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended October 31, 2022 and each of the financial highlights for each of the five years in the period ended October 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2022 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2022

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

        

 

 

 

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Other Information (unaudited)

 

   

    

 

     

 

 

 

TAX INFORMATION

 

AMG Veritas China Fund and AMG Veritas Global Focus 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 2021/2022 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 Veritas China Fund and AMG Veritas Global Focus Fund each hereby designates $0 and $2,925,897, respectively, as a capital gain distribution with respect to the taxable year ended October 31, 2022, or if subsequently determined to be different, the net capital gains of such fiscal year.

 

 

 

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Table of Contents

    

AMG Funds

Trustees and Officers

 

 

 

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

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

 

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in

      

accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the 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 40 Funds in Fund Complex

 

Bruce B. Bingham, 73

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

 

• Trustee since 2013

• Chairman of the Audit Committee since 2021

• Oversees 44 Funds in Fund Complex

 

Kurt A. Keilhacker, 59

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

 

• Trustee since 2000

• Oversees 40 Funds in Fund Complex

 

Steven J. Paggioli, 72

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).

 

• Independent Chairman of the Board of Trustees since 2017

• Chairman of the Governance Committee since 2017

• Trustee since 2000

• Oversees 44 Funds in Fund Complex

 

Eric Rakowski, 64

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. (10 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

 

• Trustee since 2013

• Oversees 44 Funds in Fund Complex

 

Victoria L. Sassine, 57

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

 

• Trustee since 2000

• Oversees 40 Funds in Fund Complex

 

Thomas R. Schneeweis, 75*

Professor Emeritus, University of Massachusetts (2013-Present); President, TRS Associates (1982-Present); Board Member, Chartered Alternative Investment Association (“CAIA”) (2002-Present); Co-Founder and 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, CAIA Foundation (2010-2019); 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).

*Mr. Schneeweis will retire from the Board of Trustees of AMG Funds I as of December 31, 2022.

 

 

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AMG Funds

Trustees and Officers (continued)

 

 

Interested Trustee

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

 Number of Funds Overseen in

 Fund Complex

 

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

• Trustee since 2021

• Oversees 44 Funds in Fund Complex

 

Garret W. Weston, 41

Affiliated Managers Group, Inc. (2008-Present): Managing Director, Co-Head of Affiliate Engagement (2021-Present), Senior Vice President, Affiliate Development (2016-2021), Vice President, Office of the CEO (2015-2016), Vice President, New Investments (2012-2015), Senior Associate, New Investments (2008-2012); Associate, Madison Dearborn Partners (2006-2008); Analyst, Merrill Lynch (2004-2006).

Officers

 

Position(s) Held with Fund and

Length of Time Served

 

 

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

 

 

• President since 2018

• Principal Executive Officer since 2018

• Chief Executive Officer since 2018

• Chief Operating Officer since 2007

 

Keitha L. Kinne, 64

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, 57

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

 

• Chief Financial Officer since 2017

• Treasurer since 2017

• Principal Financial Officer since 2017

• Principal Accounting Officer since 2017

 

Thomas G. Disbrow, 56

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, 51

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

 

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

• Anti-Money Laundering Compliance Officer since 2022

 

Patrick J. Spellman, 48

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

 

• Assistant Secretary since 2016

 

Maureen M. Kerrigan, 37

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

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements

 

 

 

AMG Veritas China Fund and AMG Veritas Global Focus Fund: Approval of Investment Management Agreements and Subadvisory Agreements on June 22, 2022

 

At an in-person meeting held on June 22, 2022, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of AMG Funds I (the “Trust”) (the “Independent Trustees”), approved (i) the Fund Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for AMG Veritas China Fund and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016; and the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with the Investment Manager for AMG Veritas Global Focus Fund and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 (collectively, the “Investment Management Agreements”); and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting (collectively, the “Subadvisory Agreements”), with the Subadviser for each of AMG Veritas China Fund and AMG Veritas Global Focus Fund (each, a “Fund,” and collectively, the “Funds”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreements and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadviser, including the nature, extent and quality of services, comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for each Fund (each, a “Peer Group”), performance information for the relevant benchmark index for each Fund (each, a “Fund Benchmark”), other relevant matters, and other information provided to them on a periodic basis throughout the year. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreements and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

          

NATURE, EXTENT AND QUALITY OF SERVICES

 

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, information about its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreements and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the Investment Manager’s oversight of the performance by the Subadviser of its portfolio management duties; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreements and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to each Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect to a Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person, telephonic or videoconference diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trust in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement

 

          

thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to, or replacements of, the Subadviser or potential additional subadvisers, including performing appropriate due diligence, and developing and presenting to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreements and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreements and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.

 

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

 

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

 

 

PERFORMANCE

 

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

 

With respect to AMG Veritas China Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was below, above, below, and above, respectively, the median performance of the Peer Group and below, above, above, and above, respectively, the performance of the Fund Benchmark, the MSCI China Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance. The Trustees noted that Class N shares of the Fund ranked in the top quintile relative to its Peer Group for the 10-year period. The Trustees also took into account the fact that the Fund’s subadviser, investment strategy, and Fund Benchmark changed effective May 21, 2021, and that the performance information prior to that date reflected that of the Fund’s prior subadvisers and investment strategy. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

With respect to AMG Veritas Global Focus Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was below, at, above, and above, respectively, the median performance of the Peer Group and below, below, below, and above, respectively, the performance of the Fund Benchmark, the MSCI World Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s

 

 

 

 

  

more recent underperformance. The Trustees noted that the Fund ranked in the top decile relative to its Peer Group for the 10-year period. The Trustees also took into account the fact that the Fund’s subadviser, investment strategy, and Fund Benchmark changed effective May 21, 2021, and that the performance information prior to that date reflected that of the Fund’s prior subadviser and investment strategy. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies, and policies.

 

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

 

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager at the June 22, 2022 and prior meetings setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds; the cost of providing such services; the significant risks undertaken as Investment Manager and sponsor of the Funds, including investment, operational, enterprise, entrepreneurial, litigation, regulatory and compliance risks; and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees also noted payments are made from the Subadviser to the Investment Manager, and other payments are made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset levels of the Funds, and the impact on profitability of both the current asset levels and any future growth of assets of the Funds.

 

In considering the cost of services to be provided by the Investment Manager under each Investment Management Agreement and the profitability to the Investment Manager of its relationship with each Fund, the Trustees noted the undertaking by the Investment Manager to maintain contractual expense limitations for the Funds. The Board also took into account management’s discussion of the advisory fee structure and the services the Investment Manager provides in performing its functions under each Investment Management

 

 

 

 

 

  

Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

 

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

 

With respect to AMG Veritas China Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares (the class of shares which is the primary focus of the Fund’s distribution) of the Fund as of March 31, 2022 were both lower than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.93%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

 

 

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

 

With respect to AMG Veritas Global Focus Fund, the Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares of the Fund as of March 31, 2022 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.88%. The Trustees also took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds and

          

select competitors. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

*  *  *  *

 

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management Agreements and the Subadvisory Agreements: (a) the Investment Manager and the Subadviser have demonstrated that they possess the capability and resources to perform the duties required of them under each

          

Investment Management Agreement and each Subadvisory Agreement and (b) the Investment Manager and Subadviser maintain appropriate compliance programs.

 

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of each Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 22, 2022, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for each Fund.

 

 

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LOGO

 

    

 

 

INVESTMENT MANAGER AND

ADMINISTRATOR

 

AMG Funds LLC

 

680 Washington Blvd., Suite 500

 

Stamford, CT 06901

 

800.548.4539

 

DISTRIBUTOR

 

AMG Distributors, Inc.

 

680 Washington Blvd., Suite 500

 

Stamford, CT 06901

 

800.548.4539

 

SUBADVISER

 

Veritas Asset Management LLP

 

1 Smart’s Place

 

London, WC2B 5LW

 

CUSTODIAN

 

The Bank of New York Mellon

 

Mutual Funds Custody

 

6023 Airport Road

 

Oriskany, NY 13424

          

LEGAL COUNSEL

 

Ropes & Gray LLP

 

Prudential Tower, 800 Boylston Street

 

Boston, MA 02199-3600

 

TRANSFER AGENT

 

BNY Mellon Investment Servicing (US) Inc.

 

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 semiannual report or annual report, please visit amgfunds.com.

 

 

 

amgfunds.com          


Table of Contents

LOGO

 

    

 

 

BALANCED FUNDS

AMG GW&K Global Allocation

GW&K Investment Management, LLC

 

EQUITY FUNDS AMG

Beutel Goodman International Equity

Beutel, Goodman & Company Ltd.

 

AMG Boston Common Global Impact

Boston Common Asset Management, LLC

 

AMG Frontier Small Cap Growth

Frontier Capital Management Co., LLC

 

AMG GW&K Small Cap Core

AMG GW&K Small Cap Value

AMG GW&K Small/Mid Cap

AMG GW&K Small/Mid Cap Growth

AMG GW&K Emerging Markets Equity

AMG GW&K Emerging Wealth Equity

AMG GW&K International Small Cap

GW&K Investment Management, LLC

 

AMG Montrusco Bolton Large Cap Growth

Montrusco Bolton Investments, Inc.

 

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

          

AMG River Road Dividend All Cap Value

AMG River Road Focused Absolute Value

AMG River Road International Value Equity

AMG River Road Large Cap Value Select

AMG River Road Mid Cap Value

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

 

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare Global Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

 

TimesSquare Capital Management, LLC

 

AMG Veritas Asia Pacific

AMG Veritas China

AMG Veritas Global Focus

AMG Veritas Global Real Return

Veritas Asset Management LLP

 

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Global

AMG Yacktman Special Opportunities

 

Yacktman Asset Management LP

 

          

FIXED INCOME FUNDS

AMG Beutel Goodman Core Plus Bond

Beutel, Goodman & Company Ltd.

 

AMG GW&K Core Bond ESG

AMG GW&K Enhanced Core Bond ESG

AMG GW&K ESG Bond

AMG GW&K High Income

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

 

 

 

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Table of Contents
LOGO        ANNUAL REPORT

 

 

              

   

AMG Funds

 

October 31, 2022

 

LOGO

 

AMG Frontier Small Cap Growth Fund

 
      Class N: MSSVX      |      Class I: MSSCX      |      Class Z: MSSYX
 
   

     

            

 

 

 

 

 

 

 
    amgfunds.com                 103122             AR085


Table of Contents


Table of Contents
    

    

AMG Funds

Annual Report — October 31, 2022

 

 

 
           
     TABLE OF CONTENTS    PAGE  
   

 

 
 
   

LETTER TO SHAREHOLDERS

     2  
 
   

ABOUT YOUR FUND’S EXPENSES

     3  
 
    PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS AND SCHEDULE OF PORTFOLIO INVESTMENTS      4  
 
   

FINANCIAL STATEMENTS

  
 
   

Statement of Assets and Liabilities

     10  
 
   

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

  
 
   

Statement of Operations

     12  
 
   

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

  
 
   

Statements of Changes in Net Assets

     13  
 
   

Detail of changes in assets for the past two fiscal years

  
 
   

Financial Highlights

     14  
 
   

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

  
 
   

Notes to Financial Statements

     17  
 
   

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

     23  
 
   

OTHER INFORMATION

     24  
 
   

TRUSTEES AND OFFICERS

     25  
 
    ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS      27  
   

    

  

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

 

 


Table of Contents
LOGO       Letter to Shareholders

 

Dear Shareholder:

 

The fiscal year ended October 31, 2022, was a volatile period for risk assets, as uncertainties mounted about high inflation, tighter financial conditions, and the Russian invasion of Ukraine. Global equity and bond markets fell in tandem amid sharply higher interest rates and eroding investor confidence as worries of an impending recession loomed over markets. A global commodity shock caused by the war in Ukraine only made matters worse. The S&P 500® Index slipped into a bear market with the Index falling more than (24)% from its peak earlier in the year. The abrupt shift in markets this year has reset expectations around future growth, as stubbornly high inflation has necessitated that the U.S. Federal Reserve (the Fed) and other global central banks take more aggressive policy action in an effort to bring down inflation. While the outlook is uncertain given the recent negative returns across many asset classes, one silver lining is that global stock and bond valuations are now more attractive than they were at the start of the year.

There was very wide dispersion in sector performance. Energy significantly outperformed all other sectors with a gain of 64.97% as the price of oil surged during the period. Defensive-oriented sectors also outperformed with a 4.86% return from consumer staples and 2.85% gain in utilities. High growth technology and mega cap internet-related companies underperformed during the period, and real estate was impacted by higher interest rates. Communications services fell the most with a (40.67)% return during the fiscal year, followed by declines of (28.53)% for consumer discretionary, (20.64)% for real estate, and (20.23)% for information technology. Value stocks held up much better than growth stocks as the Russell 1000® Value Index returned (7.00)% compared to the (24.60)% return for the Russell 1000® Growth Index. Small cap stocks struggled as the Russell 2000® Index lost (18.54)%. Outside the U.S., foreign developed markets lagged their U.S. counterparts as the U.S. dollar surged and the MSCI EAFE Index fell (23.00)%. Emerging Markets underperformed with a (31.03)% return for the MSCI Emerging Markets Index.

The 10-year Treasury yield more than doubled during the period, surging to the highest levels since before the Great Financial Crisis. Rapidly rising rates from a very low base led to historically bad performance for bonds as the Bloomberg U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, lost (15.68)% over the period. Investment-grade corporate bonds underperformed as the Bloomberg U.S. Corporate Bond Index returned (19.57)% for the year. High yield bonds held up better with a (11.76)% return as measured by the return of the Bloomberg U.S. Corporate High Yield Bond Index. Municipal bonds suffered steep losses but outperformed the broader market with a (11.98)% return for the Bloomberg Municipal Bond Index. Non-U.S. bonds delivered weak performance and were also impacted by the stronger dollar as the Bloomberg Global Aggregate ex U.S. fell (24.60)%.

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,

 

LOGO

Keitha Kinne

President

AMG Funds

 

Average Annual Total Returns   Periods ended
October 31, 2022*
 
Stocks:        1 Year     3 Years     5 Years  
Large Cap   (S&P 500® Index)     (14.61 )%      10.22     10.44
Small Cap   (Russell 2000® Index)     (18.54 )%      7.05     5.56
International   (MSCI ACWI ex USA)     (24.73 )%      (1.68 )%      (0.60 )% 
Bonds:                          
Investment Grade   (Bloomberg U.S. Aggregate Bond Index)     (15.68 )%      (3.77 )%      (0.54 )% 
High Yield   (Bloomberg U.S. Corporate High Yield Bond Index)     (11.76 )%      0.31     2.01
Tax-exempt   (Bloomberg Municipal Bond Index)     (11.98 )%      (2.18 )%      0.37
Treasury Bills   (ICE BofAML U.S. 6-Month Treasury Bill Index)     0.55     0.65     1.27

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

 

 

 

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About Your Fund’s Expenses

 

   

    

 

     

 

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

 

ACTUAL EXPENSES

 

The first 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 the 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

  October 31, 2022

   Expense
Ratio for
the Period
  Beginning
Account
Value
05/01/22
   Ending
Account
Value
10/31/22
   Expenses
Paid
During
the Period*

  AMG Frontier Small Cap Growth Fund

  Based on Actual Fund Return

  Class N

   1.30%   $1,000    $982    $6.49

  Class I

   0.94%   $1,000    $984    $4.70

  Class Z

   0.90%   $1,000    $985    $4.50

  Based on Hypothetical 5% Annual Return

  Class N

   1.30%   $1,000    $1,019    $6.61

  Class I

   0.94%   $1,000    $1,020    $4.79

  Class Z

   0.90%   $1,000    $1,021    $4.58

  *  Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 365.

 

 

3


Table of Contents

 

    

 

    

AMG Frontier Small Cap Growth Fund

Portfolio Manager’s Comments (unaudited)

 

   

    

 

     

 

 

THE YEAR IN REVIEW

 

Reflecting the highest inflation in 40 years and resultant U.S. Federal Reserve (the Fed) tightening actions, compounded by war in Ukraine, equities globally have struggled in 2022. For the twelve months ending October 31, 2022 small caps underperformed large caps as the Russell 2000® declined (18.54)%, vs. the (16.38)% fall of the Russell 1000®. Growth lagged within the small cap segment as the Russell 2000® Growth returned (26.02)%. AMG Frontier Small Cap Growth Fund (the “Fund”) class N shares returned (22.17)% over this time, significantly exceeding the Fund’s benchmark Russell 2000® Growth Index (the “Index”). Our outperformance was driven entirely by positive stock selection despite negative sector allocation effect.

 

Health care, the largest contributor to positive stock selection and industry outperformance, delivered a return of (25)% versus (33)% for the Index. Three out of the Fund’s top ten contributors during the fiscal year came from the health care industry. Lantheus Holdings had very strong performance in the first half of 2022 and as a result returned 152% during the one-year period ended October 31, 2022. The company, historically a radiopharmaceutical business with diagnostic imaging and nuclear medicine products for the detection of cardiovascular disease, has recently introduced a promising product for tracers in prostate cancer. The stock rallied during the second quarter of 2022 on traction of the new product along with strong sales growth and forward guidance that surpassed expectations. The Fund also benefited from strong performance within the biotechnology and pharmaceutical space. Biotech company Sarepta Therapeutics was up 44%. Sarepta bucked the broader trend of a notably weak biotechnology market on the back of strong sales performance of existing products as well as pipeline development. On the latter point, the company received positive feedback, encouragement, and support for early regulatory submission by the U.S. FDA for its gene therapy candidate to treat Duchenne muscular dystrophy. It is now possible that the company could receive approval for this groundbreaking therapeutic in 2023, which is at least a year ahead of a base case scenario. United Therapeutics, up 21%, is a leader in the rapidly changing pulmonary arterial hypertension (PAH) space. Shares of the company significantly outperformed an otherwise very weak market for biotechnology companies following continued strong quarterly performance as well as the approval of its next-generation inhaled version of its class-leading PAH drug.

      

The Fund also had strong positive stock selection within financials, as the portfolio industry returned (1)% vs. (25)% for the benchmark. The largest financials contributor was investment services company LPL Financial Holdings, up 57%. LPL is an independent broker dealer and generates interest income from client account cash balances, so it benefited tremendously as the Fed raised rates to combat inflation. These revenues are extremely high margin, allowing the benefit to flow through down to earnings at a high rate. Additionally, the company continued to report very strong organic growth and asset gathering, even with the market volatility. Lastly, the company has a strong balance sheet, and with the benefit of rising rates, will have excess cash flow to return to shareholders through share buybacks, dividends and M&A. We took advantage of this strength and reduced the position.

 

On the downside, overall performance was hindered by the technology industry, which is one of the largest sectors in the Fund and overweight relative to the benchmark. Detractors within this industry included SiTime Corp, down (66)%. SiTime sells high-end oscillators used for clock management in electronics. During late 2021 and early 2022, the company gained significant market share within non-core, lower performance products, as their competitors struggled with supply constraints. These share gains began to unwind as lower cost, lower performing supply came back online, fulfilling the requirements for lower end products. This led to a significant slowdown in growth and weighed heavily on the stock this year. MaxLinear, down (51)%, designs analog and mixed-signal semiconductors with a specialty in radio frequency chips used in the connected home, wired and wireless infrastructure, and industrial markets. Much of the underperformance was due to semiconductor stocks as a group performing poorly during the period, coming off of two strong years of outperformance that was driven by shortages that led to strong demand and margins, and the market is now discounting on this to unwind. The market also did not like MaxLinear’s announced acquisition of Silicon Motion where they paid a 41% premium to the stock price at the time of the announcement. The deal is to be funded with about $3 billion of new debt which will not have a locked in interest rate until much closer to the close date in the first half of 2023, fully exposing them to all of the recent rate increases as well resulting in high leverage in the midst of a potential recession. Separately, lack of exposure in the defensive sectors of utilities, telecommunications, and consumer staples hurt relative performance. These underweight industries detracted from results as they held up well and only declined (7)%, (12)%, and (12)%, respectively.

      

It has been a turbulent year for the market, driven by high and stubbornly sticky inflation, increasing concerns of an impending global recession and rising geopolitical risks, highlighted by Russia’s invasion of Ukraine. While we expect some companies to report a slowing of business trends in the upcoming third quarter earnings season, we continue to find attractive stock opportunities, as valuations have become much more appealing and many companies continue to experience solid growth. The probability of a recession has increased substantially due to persistent inflation and a more aggressive Fed determined to tame prices, even at the expense of economic growth. While the U.S. consumer remains resilient with low unemployment and excess savings, high food and energy prices, along with elevated borrowing costs are curtailing spending power. Lower demand and higher costs will in turn pressure companies’ earnings growth, which we believe is increasingly reflected in the benchmark’s year to date decline.

 

On the brighter side, the combined weight of these developments is likely to lower inflation in the future. There are hopeful signs of easing in certain categories. Apartment rents fell in July for the first time in nearly two years while U.S. home prices saw their largest ever monthly sequential drop. Lumber and crude prices are respectively off (70)% and (35)% from their March peak. Used car prices were flat on a year-over-year basis in September versus a 45% increase in January while semiconductor chip supply, a major source of bottlenecks since the onset of the pandemic, is rapidly easing. And even though the labor market remains tight, companies report a gradually improving outlook along with a slowing attrition rate. At the same time, the ongoing market correction has placed U.S. equities on firmer footing by driving out excess speculation and setting the stage for the next expansion. We believe U.S. companies with pricing power and solid balance sheets remain the best areas to invest in this environment. We seek to take advantage of the current market volatility to buy companies with multiple ways to win and unrecognized earnings power that is not reflected in their stock prices.

 

The views expressed represent the opinions of Frontier Capital Management Co., LLC as of October 31, 2022, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.

             

 

 

4


Table of Contents
    

 

    

AMG Frontier Small Cap Growth Fund

Portfolio Manager’s Comments (continued)

 

   

    

 

     

 

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG Frontier 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 Frontier Small Cap Growth Fund’s Class N shares on October 31, 2012, 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 excludes expenses. Total returns would have been lower had certain expenses not been reduced.

 

 

LOGO

The table below shows the average annual total returns for the AMG Frontier Small Cap Growth Fund and the Russell 2000® Growth Index for the same time periods ended October 31, 2022.

 

    One   Five   Ten
  Average Annual Total Returns1   Year   Years   Years

AMG Frontier Small Cap Growth Fund2, 3, 4, 5, 6, 7

Class N

  (22.17%)   11.98%   12.31%

Class I

  (21.92%)   12.34%   12.64%

Class Z

  (21.87%)   12.42%   12.81%

Russell 2000® Growth Index8

  (26.02%)   5.17%   10.15%

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.

 

1 

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2022. 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  Active and frequent trading of a fund may result in higher transaction costs and increased tax liability.

 

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  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  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 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 Indices are trademarks of the London Stock Exchange Group companies.

 

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

 

 

 

 

 

5


Table of Contents

 

    

 

AMG Frontier Small Cap Growth Fund

Fund Snapshots (unaudited)

October 31, 2022

 

   

    

 

     

 

PORTFOLIO BREAKDOWN

 

   Sector   

% of

Net Assets

 
Industrials    23.3
 
Health Care    18.4
 
Information Technology    16.2
 
Consumer Discretionary    13.8
 
Energy    13.2
 
Materials      6.3
 
Financials      3.8
 
Communication Services      1.0
 
Real Estate      0.7
 
Short-Term Investments      7.5
 
Other Assets, Less Liabilities      (4.2)

TOP TEN HOLDINGS

 

   Security Name        % of
Net Assets
 

KBR, Inc.

    4.7
 

Genpact, Ltd.

    4.2
 

Caesars Entertainment, Inc.

    3.7
 

Permian Resources Corp.

      3.7
 

SM Energy Co.

    3.6
 

PDC Energy, Inc.

    3.4
 

Mattel, Inc.

    3.1
 

Beacon Roofing Supply, Inc.

    3.0
 

United Therapeutics Corp.

    2.7
 

MasTec, Inc.

    2.5
   

Top Ten as a Group

    34.6  
       
 

 

 

 

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.

 

 

6


Table of Contents
    

AMG Frontier Small Cap Growth Fund

Schedule of Portfolio Investments

October 31, 2022

 

   

    

 

     

 

 

      Shares      Value  

Common Stocks - 96.7%

     

Communication Services - 1.0%

     

Radius Global Infrastructure, Inc., Class A*,1

     25,305        $236,602  

Consumer Discretionary - 13.8%

     

Adtalem Global Education, Inc.*

     548        22,852  

BorgWarner, Inc.

     334        12,535  

Boyd Gaming Corp.

     272        15,711  

Bright Horizons Family Solutions, Inc.*

     2,246        146,709  

Caesars Entertainment, Inc.*

     20,582        900,051  

Five Below, Inc.*

     1,474        215,720  

Floor & Decor Holdings, Inc., Class A*

     81        5,943  

Leslie’s, Inc.*,1

     16,776        235,535  

Lithia Motors, Inc., Class A

     1,074        212,813  

Mattel, Inc.*

     39,009        739,611  

Modine Manufacturing Co.*

     6,781        121,515  

Ollie’s Bargain Outlet Holdings, Inc.*

     34        1,904  

Stoneridge, Inc.*

     4,473        93,351  

The Cheesecake Factory, Inc.

     12,315        441,000  

Under Armour, Inc., Class C*

     9,862        64,695  

Xponential Fitness, Inc., Class A*

     5,818        112,578  

Total Consumer Discretionary

        3,342,523  

Energy - 13.2%

     

Chord Energy Corp

     3,177        486,367  

International Seaways, Inc.1

     3,156        133,846  

PDC Energy, Inc.

     11,545        832,856  

Permian Resources Corp.*

     91,976        898,606  

SM Energy Co.

     19,130        860,467  

Total Energy

        3,212,142  

Financials - 3.8%

     

LPL Financial Holdings, Inc.

     850        217,303  

NMI Holdings, Inc., Class A*

     10,997        241,164  

Pinnacle Financial Partners, Inc.

     2,614        216,936  

Webster Financial Corp.

     2,288        124,147  

Wintrust Financial Corp.

     1,294        121,144  

Total Financials

        920,694  

Health Care - 18.4%

     

ABIOMED, Inc.*

     7        1,765  

ACADIA Pharmaceuticals, Inc.*

     4,667        74,812  

Adaptive Biotechnologies Corp.*

     3,206        24,943  

Apellis Pharmaceuticals, Inc.*

     104        6,291  

Arvinas, Inc.*

     455        22,618  

Axonics, Inc.*

     1,733        126,752  

BioMarin Pharmaceutical, Inc.*

     5,814        503,667  
     
      Shares      Value  

CRISPR Therapeutics AG (Switzerland)*

     2,101        $109,966  

Cytokinetics Inc.*

     2,803        122,379  

Exact Sciences Corp.*

     1,396        48,553  

Guardant Health, Inc.*

     141        6,979  

Horizon Therapeutics Plc*

     575        35,834  

Inari Medical, Inc.*,1

     28        2,154  

Inspire Medical Systems, Inc.*

     1,814        353,639  

Insulet Corp.*

     9        2,329  

Iovance Biotherapeutics, Inc.*

     2,131        19,904  

Jazz Pharmaceuticals PLC (Ireland)*

     2,907        417,997  

Lantheus Holdings, Inc.*

     5,973        441,942  

Natera, Inc.*

     4,836        227,099  

Novocure, Ltd. (Jersey)*,1

     31        2,190  

NuVasive, Inc.*

     2,710        119,592  

Pacira BioSciences, Inc.*

     8,447        437,217  

Quanterix Corp.*

     36,025        398,797  

Sarepta Therapeutics, Inc.*

     128        14,595  

Shockwave Medical, Inc.*

     16        4,690  

Supernus Pharmaceuticals, Inc.*

     7,473        256,100  

Twist Bioscience Corp.*

     1,068        35,062  

United Therapeutics Corp.*

     2,847        656,319  

Total Health Care

        4,474,185  

Industrials - 23.3%

     

American Woodmark Corp.*

     1,831        83,036  

Array Technologies, Inc.*

     26,590        481,279  

Azul, S.A., ADR (Brazil)*,1

     34,599        324,885  

Beacon Roofing Supply, Inc.*

     13,093        737,790  

Bloom Energy Corp., Class A*

     15,231        284,972  

Builders FirstSource, Inc.*

     6,213        383,093  

Controladora Vuela Cia de Aviacion, S.A.B de CV,

     

ADR (Mexico)*

     15,331        128,474  

Enovix Corp.*,1

     3,715        70,102  

Interface, Inc.

     7,068        79,939  

KBR, Inc.

     23,001        1,144,760  

Knight-Swift Transportation Holdings, Inc.

     3,549        170,458  

Masonite International Corp.*

     1,611        115,235  

MasTec, Inc.*,1

     7,921        610,551  

Quanta Services, Inc.

     90        12,784  

Sensata Technologies Holding PLC

     2,646        106,396  

Shoals Technologies Group, Inc., Class A*

     16,409        379,212  

Triumph Group, Inc.*

     8,543        77,314  

Upwork, Inc.*

     9,797        131,770  

WESCO International, Inc.*

     382        52,628  
     
 

 

 

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

7


Table of Contents
    

 

AMG Frontier Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

 

   

    

 

     

 

 

      Shares      Value  

Industrials - 23.3% (continued)

     

Willdan Group, Inc.*

     8,470        $117,055  

XPO Logistics, Inc.*

     2,976        153,978  

Total Industrials

        5,645,711  

Information Technology - 16.2%

     

Ambarella, Inc.*

     1,807        98,897  

BigCommerce Holdings, Inc., Series 1*

     8,054        119,683  

Bill.com Holdings, Inc.*

     17        2,267  

Coherent Corp.*,1

     142        4,773  

Couchbase, Inc.*

     8,800        112,640  

Coupa Software, Inc.*

     534        28,425  

Dlocal, Ltd. (Uruguay)*

     7,185        160,226  

Elastic, N.V.*

     1,199        76,676  

Fair Isaac Corp.*

     5        2,394  

Genpact, Ltd.

     20,979        1,017,482  

MACOM Technology Solutions Holdings, Inc.*

     86        4,977  

MaxLinear, Inc.*

     9,530        294,286  

MKS Instruments, Inc.

     89        7,311  

MongoDB, Inc.*

     10        1,830  

Monolithic Power Systems, Inc.

     5        1,697  

NCR Corp.*

     516        10,970  

Paymentus Holdings, Inc., Class A*,1

     4,268        44,387  

Rapid7, Inc.*

     148        6,700  

SiTime Corp.*

     6,062        544,428  

Switch, Inc., Class A

     11,488        391,167  

Toast, Inc., Class A*

     24,559        542,508  

UiPath, Inc., Class A*

     531        6,717  

Wolfspeed, Inc.*

     630        49,613  

Workiva, Inc.*

     467        36,337  

Zendesk, Inc.*

     4,315        330,917  

Zuora, Inc., Class A*

     3,167        24,354  

Total Information Technology

        3,921,662  

Materials - 6.3%

     

ATI, Inc.*

     16,223        482,797  
     
      Shares      Value  

Carpenter Technology Corp.

     11,394        $426,136  

Eagle Materials, Inc.

     1,565        191,415  

FMC Corp.

     17        2,021  

Livent Corp.*,1

     13,204        416,850  

Total Materials

        1,519,219  

Real Estate - 0.7%

     

Agree Realty Corp., REIT

     1,458        100,165  

Brixmor Property Group, Inc., REIT

     446        9,504  

SITE Centers Corp., REIT

     1,919        23,757  

STAG Industrial, Inc., REIT

     931        29,410  

Total Real Estate

        162,836  

Total Common Stocks
(Cost $22,356,455)

        23,435,574  
     Principal
Amount
        

Short-Term Investments - 7.5%

     

Joint Repurchase Agreements - 1.1%2

 

  

Citigroup Global Markets, Inc., dated 10/31/22, due 11/01/22, 3.000% total to be received $275,899 (collateralized by various U.S. Treasuries, 0.125% - 4.375%, 11/15/31 - 02/15/52, totaling $281,559)

     $275,876        275,876  
     Shares         

Other Investment Companies - 6.4%

 

  

Dreyfus Government Cash Management Fund, Institutional Shares, 2.91%3

     617,968        617,968  

Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 3.09%3

     926,953        926,953  

Total Other Investment Companies

        1,544,921  

Total Short-Term Investments
(Cost $1,820,797)

        1,820,797  

Total Investments - 104.2%
(Cost $24,177,252)

        25,256,371  

Other Assets, less Liabilities - (4.2)%

        (1,027,172)  

Net Assets - 100.0%

        $24,229,199  
     
 

 

*

Non-income producing security.

 

1 

Some of these securities, amounting to $1,803,883 or 7.4% 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 October 31, 2022, 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.

8


Table of Contents
    

 

AMG Frontier 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 October 31, 2022:

 

    

Level 1

 

    

Level 2

 

    

Level 3

 

    

Total

 

 

  Investments in Securities

           

  Common Stocks

  

 

$23,435,574

 

  

 

 

  

 

 

  

 

$23,435,574

 

  Short-Term Investments

           

  Joint Repurchase Agreements

            $275,876               275,876  

  Other Investment Companies

     1,544,921                      1,544,921  
  

 

 

    

 

 

    

 

 

    

 

 

 

  Total Investments in Securities

  

 

$24,980,495

 

  

 

$275,876

 

  

 

 

  

 

$25,256,371

 

  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

For the fiscal year ended October 31, 2022, there were no transfers in or out of Level 3.

 

 

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

9


Table of Contents
    

 

Statement of Assets and Liabilities

October 31, 2022

 

   

    

 

     

 

 

     AMG Frontier
Small Cap
Growth Fund
 

Assets:

  

Investments at value1 (including securities on loan valued at $1,803,883)

     $25,256,371  

Receivable for investments sold

     463,695  

Dividend and interest receivables

     7,541  

Securities lending income receivable

     237  

Receivable for Fund shares sold

     10,635  

Receivable from affiliate

     11,164  

Prepaid expenses and other assets

     6,868  

Total assets

     25,756,511  

Liabilities:

  

Payable upon return of securities loaned

     275,876  

Payable for investments purchased

     1,155,777  

Payable for Fund shares repurchased

     7,193  

Accrued expenses:

  

Investment advisory and management fees

     13,291  

Administrative fees

     2,848  

Distribution fees

     237  

Shareholder service fees

     653  

Other

     71,437  

Total liabilities

     1,527,312  
  

Net Assets

     $24,229,199  

1 Investments at cost

     $24,177,252  
 

 

 

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

10


Table of Contents
    

 

Statement of Assets and Liabilities (continued)

 

   

    

 

     

 

 

     AMG Frontier
Small Cap
Growth Fund
 

Net Assets Represent:

  

Paid-in capital

     $26,522,080  

Total distributable loss

     (2,292,881

Net Assets

     $24,229,199  

Class N:

  

Net Assets

     $1,179,180  

Shares outstanding

     179,270  

Net asset value, offering and redemption price per share

     $6.58  

Class I:

  

Net Assets

     $17,023,094  

Shares outstanding

     2,353,799  

Net asset value, offering and redemption price per share

     $7.23  

Class Z:

  

Net Assets

     $6,026,925  

Shares outstanding

     782,141  

Net asset value, offering and redemption price per share

     $7.71  
 

 

 

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

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Table of Contents
    

 

Statement of Operations

For the fiscal year ended October 31, 2022

 

   

    

 

     

 

 

     AMG Frontier
Small Cap
Growth Fund
 

Investment Income:

  

Dividend income

     $96,549 1  

Interest income

     433  

Securities lending income

     5,313  

Foreign withholding tax

     (38

Total investment income

     102,257  

Expenses:

  

Investment advisory and management fees

     163,283  

Administrative fees

     34,989  

Distribution fees - Class N

     2,487  

Shareholder servicing fees - Class N

     1,492  

Shareholder servicing fees - Class I

     6,716  

Custodian fees

     34,014  

Professional fees

     31,720  

Registration fees

     20,384  

Reports to shareholders

     17,343  

Transfer agent fees

     6,325  

Trustee fees and expenses

     1,594  

Interest expense

     85  

Miscellaneous

     3,273  

Total expenses before offsets

     323,705  

Expense reimbursements

     (102,867

Net expenses

     220,838  
  

Net investment loss

     (118,581

Net Realized and Unrealized Loss:

  

Net realized loss on investments

     (2,700,611

Net change in unrealized appreciation/depreciation on investments

     (3,254,477

Net realized and unrealized loss

     (5,955,088
  

Net decrease in net assets resulting from operations

     $(6,073,669

1 Includes non-recurring dividends of $10,590.

  
 

 

 

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

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Table of Contents
    

 

Statements of Changes in Net Assets

For the fiscal years ended October 31,

 

   

    

 

     

 

 

     AMG Frontier
Small Cap Growth Fund
 
     2022     2021  

Increase (Decrease) in Net Assets Resulting From Operations:

    

Net investment loss

     $(118,581     $(155,840

Net realized gain (loss) on investments

     (2,700,611     9,236,403  

Net change in unrealized appreciation/depreciation on investments

     (3,254,477     906,558  

Net increase (decrease) in net assets resulting from operations

     (6,073,669     9,987,121  

Distributions to Shareholders:

    

Class N

     (665,222     (14,298

Class I

     (5,073,890     (499,904

Class Z

     (2,412,197     (307,436

Total distributions to shareholders

     (8,151,309     (821,638

Capital Share Transactions:1

    

Net increase (decrease) from capital share transactions

     11,718,101       (2,131,904
    

Total increase (decrease) in net assets

     (2,506,877     7,033,579  

Net Assets:

    

Beginning of year

     26,736,076       19,702,497  

End of year

   $ 24,229,199     $ 26,736,076  

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

 

 

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

13


Table of Contents
    

 

AMG Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

 

     For the fiscal years ended October 31,  
  Class N    2022     2021     2020     2019     2018  

Net Asset Value, Beginning of Year

     $12.60       $8.55       $8.03       $11.69       $13.20  

Income (loss) from Investment Operations:

          

Net investment loss1,2

     (0.06 )3      (0.12     (0.06     (0.06     (0.09

Net realized and unrealized gain (loss) on investments

     (2.05     4.56       1.30       0.45       1.58  

Total income (loss) from investment operations

     (2.11     4.44       1.24       0.39       1.49  

Less Distributions to Shareholders from:

          

Net realized gain on investments

     (3.91     (0.39     (0.72     (4.05     (3.00

Net Asset Value, End of Year

     $6.58       $12.60       $8.55       $8.03       $11.69  

Total Return2,4

     (22.17 )%      52.92     16.22     11.83     13.81

Ratio of net expenses to average net assets

     1.30     1.30     1.30     1.30     1.30

Ratio of gross expenses to average net assets5

     1.74     1.72     1.90     1.94     1.81

Ratio of net investment loss to average net assets2

     (0.86 )%      (0.98 )%      (0.73 )%      (0.79 )%      (0.76 )% 

Portfolio turnover

     231     217     206     226     233

Net assets end of year (000’s) omitted

     $1,179       $834       $306       $324       $553  

 

 

 

 

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AMG Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

     For the fiscal years ended October 31,  
  Class I    2022     2021     2020     2019     2018  

Net Asset Value, Beginning of Year

     $13.40       $9.04       $8.43       $12.02       $13.46  

Income (loss) from Investment Operations:

          

Net investment loss1,2

     (0.04 )3       (0.08     (0.03     (0.04     (0.06

Net realized and unrealized gain (loss) on investments

     (2.22     4.83       1.36       0.50       1.62  

Total income (loss) from investment operations

     (2.26     4.75       1.33       0.46       1.56  

Less Distributions to Shareholders from:

          

Net realized gain on investments

     (3.91     (0.39     (0.72     (4.05     (3.00

Net Asset Value, End of Year

     $7.23       $13.40       $9.04       $8.43       $12.02  

Total Return2,4

     (21.92 )%      53.49     16.69     12.08     14.12

Ratio of net expenses to average net assets

     0.94     0.94     0.95     0.96     1.01

Ratio of gross expenses to average net assets5

     1.38     1.36     1.55     1.60     1.52

Ratio of net investment loss to average net assets2

     (0.50 )%      (0.62 )%      (0.38 )%      (0.45 )%      (0.46 )% 

Portfolio turnover

     231     217     206     226     233

Net assets end of year (000’s) omitted

     $17,023       $17,230       $11,547       $10,873       $11,549  

 

 

 

 

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AMG Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal year

 

   

    

 

     

 

     For the fiscal years ended October 31,  
  Class Z    2022     2021     2020     2019     2018  

Net Asset Value, Beginning of Year

     $14.01       $9.43       $8.75       $12.31       $13.70  

Income (loss) from Investment Operations:

          

Net investment loss1,2

     (0.04 )3      (0.07     (0.03     (0.03     (0.05

Net realized and unrealized gain (loss) on investments

     (2.35     5.04       1.43       0.52       1.66  

Total income (loss) from investment operations

     (2.39     4.97       1.40       0.49       1.61  

Less Distributions to Shareholders from:

          

Net realized gain on investments

     (3.91     (0.39     (0.72     (4.05     (3.00

Net Asset Value, End of Year

     $7.71       $14.01       $9.43       $8.75       $12.31  

Total Return2,4

     (21.87 )%      53.62     16.74     12.15     14.26

Ratio of net expenses to average net assets

     0.90     0.90     0.90     0.90     0.90

Ratio of gross expenses to average net assets5

     1.34     1.32     1.50     1.54     1.41

Ratio of net investment loss to average net assets2

     (0.46 )%      (0.58 )%      (0.33 )%      (0.39 )%      (0.36 )% 

Portfolio turnover

     231     217     206     226     233

Net assets end of year (000’s) omitted

     $6,027       $8,672       $7,850       $7,196       $6,418  

 

 

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.07), $(0.04) and $(0.04) for Class N, Class I and Class Z shares, respectively.

 

4 

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

 

5 

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

 

 

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Notes to Financial Statements

October 31, 2022

 

   

    

 

     

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds I (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 Frontier Small Cap Growth Fund (the “Fund”).

The Fund offers Class N, I and 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.

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. Equity securities held by the Fund that are traded in the over-the-counter market (other than NMS securities) are valued at the bid price. Foreign equity securities (securities principally traded in markets other than U.S. markets) held by the Fund are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

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

The Fund’s portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third party pricing services 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.

Effective September 8, 2022, the Fund adopted the requirements of Rule 2a-5 under the 1940 Act (“Rule 2a-5”), which the Fund’s Board designated the Fund’s Investment Manager as the Fund’s Valuation Designee to perform the Fund’s fair value determinations. Such determinations are subject to Board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Investment Manager’s fair value determinations. Other than the designation of the Investment Manager as the Valuation Designee, the Fund’s adoption of Rule 2-a5 did not impact how the Fund determines fair value or the carrying amount of investments held in the Fund.

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

 

 

 

17


Table of Contents
    

 

    

    

Notes to Financial Statements (continued)

 

   

    

 

     

 

based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

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

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

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

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments.

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

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

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the

financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are due to net operating losses. Temporary differences are primarily due to the deferral of qualified late year ordinary losses, mark to market on passive foreign investment companies and wash sales loss deferrals.

The tax character of distributions paid during the fiscal years ended October 31, 2022 and October 31, 2021 were as follows:

 

 Distributions paid from:

 

  

2022

 

    

2021

 

 

 Ordinary income *

                 $3,933,937                    $32,753  

 Long-term capital gains

     4,217,372        788,885  
  

 

 

    

 

 

 
                 $8,151,309                    $821,638  
  

 

 

    

 

 

 

 

*

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

As of October 31, 2022, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:

 

 Capital loss carryforward

   $ 1,166,108  

 Late-year ordinary loss deferral

     91,508  

At October 31, 2022, the cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

 Cost   Appreciation     Depreciation     Net Depreciation  
 $26,291,636     $2,444,680       $(3,479,945     $(1,035,265

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 October 31, 2022, 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.

 

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of October 31, 2022, the Fund 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.

 

Short-Term

   Long-Term      Total  

$1,166,108

          $ 1,166,108      

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 October 31, 2022 and October 31, 2021, the capital stock transactions by class for the Fund were as follows:

 

     October 31, 2022      October 31, 2021  
     Shares      Amount      Shares      Amount  

 Class N:

           

 Shares sold

     341,404         $2,957,901         95,143         $1,142,441   

 Shares issued in reinvestment of distributions

     83,362         665,222         1,373         14,298   

 Shares redeemed

     (311,714)        (2,395,289)        (66,038)        (772,841)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 Net increase

     113,052         $1,227,834         30,478         $383,898   
  

 

 

    

 

 

    

 

 

    

 

 

 

 Class I:

           

 Shares sold

     960,193         $7,368,010         170,214         $2,163,054   

 Shares issued in reinvestment of distributions

     576,352         5,043,079         44,866         495,323   

 Shares redeemed

     (468,126)        (3,536,068)        (206,476)        (2,458,029)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 Net increase

             1,068,419         $8,875,021         8,604         $200,348   
  

 

 

    

 

 

    

 

 

    

 

 

 

 Class Z:

           

 Shares sold

     2,306         $19,147         46,016         $620,199   

 Shares issued in reinvestment of distributions

     258,819         2,412,197         26,664         307,436   

 Shares redeemed

     (98,105)        (816,098)        (285,775)        (3,643,785)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 Net increase (decrease)

             163,020                 $1,615,246                 (213,095)                $(2,716,150)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Fund may enter into third-party and bilateral 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 October 31, 2022, the market value of Repurchase Agreements outstanding was $275,876.

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 Frontier

 

 

 

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Table of Contents
    

 

    

    

Notes to Financial Statements (continued)

 

   

    

 

     

 

Capital Management Co., LLC (“Frontier”) who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in Frontier.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the fiscal year ended October 31, 2022, the Fund paid an investment management fee at the annual rate of 0.70% of the average daily net assets of the Fund. The fee paid to Frontier for its services as subadviser is paid out of the fee the Investment Manager receives from the Fund and does not increase the expenses of the Fund.

The Investment Manager has contractually agreed, through at least March 1, 2023, to waive management fees and/or pay or reimburse fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts and in connection with securities sold short), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, dividends payable with respect to securities sold short, acquired fund fees and expenses and extraordinary expenses) to the annual rate of 0.90% 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 October 31, 2022, the Fund’s expiration of reimbursements subject to recoupment is as follows:

 

 Expiration

 Period

      

 Less than 1 year

   $ 110,484  

 1-2 years

     105,557  

 2-3 years

     102,867  
  

 

 

 

 Total

   $ 318,908  
  

 

 

 

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 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 October 31, 2022, were as follows:

 

     Maximum Annual
Amount
Approved
     Actual    
Amount    
Incurred    
 

 Class N

     0.15%        0.15%      

 Class I

     0.15%        0.04%      

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 certain eligible funds in the AMG Funds Family to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds Family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect

 

 

 

20


Table of Contents
    

 

    

    

Notes to Financial Statements (continued)

 

   

    

 

     

 

all participating funds. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and interest expense, respectively. At October 31, 2022, the Fund had no interfund loans outstanding.

The Fund utilized the interfund loan program during the fiscal year ended October 31, 2022 as follows:

 

     Average
        Lent
   Number
of Days
   Interest
Earned
     Average
Interest Rate
 

    $376,265

            14      $433        2.999%  

     Average

    Borrowed

   Number
of Days
   Interest
Paid
     Average
Interest Rate
 

    $635,353

             2      $85        2.435%  

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the fiscal year ended October 31, 2022, were $55,512,294 and $52,725,298, respectively.

The Fund had no purchases or sales of U.S. Government Obligations during the fiscal year ended October 31, 2022.

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 and cannot be sold or pledged. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities as soon as practical, which is normally within three business days.

The value of securities loaned on positions held, cash collateral and securities collateral received at October 31, 2022, were as follows:

 

Securities

Loaned

  

Cash

Collateral

Received

  

Securities

Collateral

Received

    

Total

Collateral

Received

      $1,803,883

   $275,876      $1,577,016      $1,852,892

The following table summarizes the securities received as collateral for securities lending at October 31, 2022:

 

Collateral

Type

   Coupon
Range
 

Maturity

Date Range

 

      U.S. Treasury Obligations

   0.000%-7.500%     11/15/22-11/15/51  

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 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.

 

 

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Notes to Financial Statements (continued)

 

   

    

 

     

 

The following table is a summary of the Fund’s open Repurchase Agreements that are subject to a master netting agreement as of October 31, 2022:

 

            Gross Amount Not Offset in the                
            Statement of Assets and Liabilities                
    

    Gross Amounts of        

    Assets Presented in        

    the Statement of        

    Assets and Liabilities        

    

        Offset        

        Amount        

    

    Net    

    Asset    

    Balance    

    

        Collateral        

        Received        

    

Net        

Amount        

 
              
              

 Citigroup Global Markets, Inc.

     $275,876                —                $275,876        $275,876                —          

 

7. SUBSEQUENT EVENTS

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

    

 

 

 

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Report of Independent Registered Public Accounting Firm

 

 

TO THE BOARD OF TRUSTEES OF AMG FUNDS I AND SHAREHOLDERS OF AMG FRONTIER SMALL CAP GROWTH FUND

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AMG Frontier Small Cap Growth Fund (one of the funds constituting AMG Funds I, referred to hereafter as the “Fund”) as of October 31, 2022, the related statement of operations for the year ended October 31, 2022, the statements of changes in net assets for each of the two years in the period ended October 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2022 and the financial highlights for each of the five years in the period ended October 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2022 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2022

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

    

 

 

 

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Other Information (unaudited)

 

   

    

 

     

 

 

 

TAX INFORMATION

 

AMG Frontier Small 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 2021/2022 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 Frontier Small Cap Growth Fund hereby designates $4,217,372 as a capital gain distribution with respect to the taxable year ended October 31, 2022, or if subsequently determined to be different, the net capital gains of such fiscal year.

 

 

 

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AMG Funds

Trustees and Officers

 

 

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

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

 

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in

       accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the 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 40 Funds in Fund

Complex

 

Bruce B. Bingham,

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

 

• Trustee since 2013

• Chairman of the Audit Committee since 2021

• Oversees 44 Funds in Fund

Complex

 

Kurt A. Keilhacker, 59

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

 

• Trustee since 2000

• Oversees 40 Funds in Fund

Complex

 

Steven J. Paggioli, 72

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).

 

• Independent Chairman of the Board of Trustees since 2017

• Chairman of the Governance

Committee since 2017

• Trustee since 2000

• Oversees 44 Funds in Fund

Complex

 

Eric Rakowski, 64

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. (10 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).

 

• Trustee since 2013

• Oversees 44 Funds in Fund

Complex

 

Victoria L. Sassine, 57

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

 

• Trustee since 2000

• Oversees 40 Funds in Fund

Complex

 

Thomas R. Schneeweis, 75*

Professor Emeritus, University of Massachusetts (2013-Present); President, TRS Associates (1982-Present); Board Member, Chartered Alternative Investment Association (“CAIA”) (2002-Present); Co-Founder and 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, CAIA Foundation (2010-2019); 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).

*Mr. Schneeweis will retire from the Board of Trustees of AMG Funds I as of December 31, 2022.

 

 

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Table of Contents
   

    

AMG Funds

Trustees and Officers (continued)

 

 

Interested Trustee

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

 

  Number of Funds Overseen in

  Fund Complex

 

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

• Trustee since 2021

• Oversees 44 Funds in Fund

Complex

 

Garret W. Weston, 41

Affiliated Managers Group, Inc. (2008-Present): Managing Director, Co-Head of Affiliate Engagement
(2021-Present), Senior Vice President, Affiliate Development (2016-2021), Vice President, Office of the CEO (2015-2016), Vice President, New Investments (2012-2015), Senior Associate, New Investments (2008-2012); Associate, Madison Dearborn Partners (2006-2008); Analyst, Merrill Lynch (2004-2006).

Officers

 

  Position(s) Held with Fund and

  Length of Time Served

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

• President since 2018

• Principal Executive Officer

since 2018

• Chief Executive Officer since

2018

• Chief Operating Officer since

2007

 

Keitha L. Kinne, 64

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, 57

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

 

• Chief Financial Officer since

2017

• Treasurer since 2017

• Principal Financial Officer since

2017

• Principal Accounting Officer

since 2017

 

Thomas G. Disbrow, 56

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, 51

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

 

• Chief Compliance Officer and

Sarbanes-Oxley Code of Ethics Compliance Officer since 2019

• Anti-Money Laundering

Compliance Officer since 2022

 

Patrick J. Spellman, 48

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

 

• Assistant Secretary since 2016

 

Maureen M. Kerrigan, 37

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

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements

 

 

 

AMG Frontier Small Cap Growth Fund: Approval of Fund Management Agreement and Subadvisory Agreement on June 22, 2022

 

At an in-person meeting held on June 22, 2022, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of AMG Funds I (the “Trust”) (the “Independent Trustees”), approved (i) the Fund Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for AMG Frontier Small Cap Growth Fund (the “Fund”) and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 (collectively, the “Fund Management Agreement”); and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, with the Subadviser for the Fund (the “Subadvisory Agreement”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Fund Management Agreement and Subadvisory Agreement, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and the Subadviser, including the nature, extent and quality of services, comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for the Fund (the “Peer Group”), performance information for the relevant benchmark index for the Fund (the “Fund Benchmark”), other relevant matters, and other information provided to them on a periodic basis throughout the year. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Fund Management Agreement and the Subadvisory Agreement; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

 

NATURE, EXTENT AND QUALITY OF SERVICES

 

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, information about its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the

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

as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Fund Management Agreement and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Fund Management Agreement and the Investment Manager’s undertaking to maintain a contractual expense limitation for the Fund. The Trustees also considered the Investment Manager’s risk management processes.

 

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

 

PERFORMANCE

 

The Board considered the Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark, considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes a similar investment strategy and approach, and noted that the Board reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy. The Board was mindful of the Investment Manager’s expertise, resources and attention to

         

 

 

 

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Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

 

 

monitoring the Subadviser’s performance, investment style and risk-adjusted performance with respect to the Fund and its discussions with the management of the Fund’s subadviser during the period regarding the factors that contributed to the performance of the Fund.

 

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was above the median performance of the Peer Group and above the performance of the Fund Benchmark, the Russell 2000® Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including the fact that Class I shares of the Fund ranked in the top quintile relative to its Peer Group for the 5-year period, the top quartile relative to its Peer Group for the 3-year period, and the top third relative to its Peer Group for the 1-year and 10-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory.

 

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

 

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager at the June 22, 2022 and prior meetings setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to the Fund), received by the Investment Manager and its affiliates attributable to managing the Fund and all the mutual funds in the AMG Funds Family of Funds; the cost of providing such services; the significant risks undertaken as Investment Manager and sponsor of the Fund, including investment, operational, enterprise, entrepreneurial, litigation, regulatory and compliance risks; and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to the Fund. The Trustees also noted payments are made from the Subadviser to the Investment Manager, and other payments are made from the Investment Manager to

     

the Subadviser. The Trustees also considered management’s discussion of the current asset level of the Fund, and the impact on profitability of both the current asset level and any future growth of assets of the Fund.

 

In considering the cost of services to be provided by the Investment Manager under the Fund Management Agreement and the profitability to the Investment Manager of its relationship with the Fund, the Trustees noted the undertaking by the Investment Manager to maintain a contractual expense limitation for the Fund. The Board also took into account management’s discussion of the advisory fee structure and the services the Investment Manager provides in performing its functions under the Fund Management Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as the Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

 

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

     

extent the increase in assets is proportionally greater than the increase in certain other expenses.

 

The Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares of the Fund as of March 31, 2022 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.90%. The Trustees also took into account management’s discussion of the Fund’s expenses, including the fact that the total expenses of Class I shares of the Fund as of March 31, 2022 were lower than the median of the Peer Group. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

*  *  *  *

 

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Fund Management Agreement and the Subadvisory Agreement: (a) the Investment Manager and the Subadviser have demonstrated that they possess the capability and resources to perform the duties required of them under the Fund Management Agreement and the Subadvisory Agreement and (b) the Investment Manager and Subadviser maintain appropriate compliance programs.

 

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Fund Management Agreement and the Subadvisory Agreement would be in the best interests of the Fund and its shareholders. Accordingly, on June 22, 2022, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Fund Management Agreement and the Subadvisory Agreement for the Fund.

           

 

 

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LOGO

 

 

 

INVESTMENT MANAGER AND ADMINISTRATOR

 

AMG Funds LLC

 

680 Washington Blvd., Suite 500

 

Stamford, CT 06901

 

800.548.4539

 

DISTRIBUTOR

 

AMG Distributors, Inc.

 

680 Washington Blvd., Suite 500

 

Stamford, CT 06901

 

800.548.4539

 

SUBADVISER

 

Frontier Capital Management Co., LLC

 

99 Summer Street

 

Boston, MA 02110

     

CUSTODIAN

 

The Bank of New York Mellon

 

Mutual Funds Custody

 

6023 Airport Road

 

Oriskany, NY 13424

 

LEGAL COUNSEL

 

Ropes & Gray LLP

 

Prudential Tower, 800 Boylston Street

 

Boston, MA 02199-3600

 

TRANSFER AGENT

 

BNY Mellon Investment Servicing (US) Inc.

 

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 semiannual report or annual report, please visit amgfunds.com.

           

 

 

 

amgfunds.com          


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LOGO

 

 

BALANCED FUNDS

 

AMG GW&K Global Allocation

GW&K Investment Management, LLC

 

EQUITY FUNDS

 

AMG Beutel Goodman International Equity

Beutel, Goodman & Company Ltd.

 

AMG Boston Common Global Impact

Boston Common Asset Management, LLC

 

AMG Frontier Small Cap Growth

Frontier Capital Management Co., LLC

 

AMG GW&K Small Cap Core

AMG GW&K Small Cap Value

AMG GW&K Small/Mid Cap

AMG GW&K Small/Mid Cap Growth

AMG GW&K Emerging Markets Equity

AMG GW&K Emerging Wealth Equity

AMG GW&K International Small Cap

GW&K Investment Management, LLC

 

AMG Montrusco Bolton Large Cap Growth

Montrusco Bolton Investments, Inc.

 

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

     

AMG River Road Dividend All Cap Value

AMG River Road Focused Absolute Value

AMG River Road International Value Equity

AMG River Road Large Cap Value Select

AMG River Road Mid Cap Value

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

 

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare Global Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

 

AMG Veritas Asia Pacific

AMG Veritas China

AMG Veritas Global Focus

AMG Veritas Global Real Return

Veritas Asset Management LLP

 

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Global

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

 

 

 

     

FIXED INCOME FUNDS

 

AMG Beutel Goodman Core Plus Bond

Beutel, Goodman & Company Ltd.

 

AMG GW&K Core Bond ESG

AMG GW&K Enhanced Core Bond ESG

AMG GW&K ESG Bond

AMG GW&K High Income

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

 

 

 

 
amgfunds.com           103122              AR085


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Item 2.

CODE OF ETHICS

Registrant has adopted a Code of Ethics. See attached Exhibit (a)(1).

 

Item 3.

AUDIT COMMITTEE FINANCIAL EXPERT

Registrant’s Board of Trustees has determined that independent Trustee Mr. Steven J. Paggioli qualifies as 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:

 

     Fiscal
2022
     Fiscal
2021
 

AMG Frontier Small Cap Growth Fund

   $ 25,374      $ 25,560  

AMG GW&K Core Bond ESG Fund

   $ 43,161      $ 44,085  

AMG River Road Large Cap Value Select Fund

   $ 21,806      $ 34,640  

AMG Veritas China Fund

   $ 29,124      $ 28,237  

AMG Veritas Global Focus Fund

   $ 27,910      $ 27,681  

(b) Audit-Related Fees

There were no fees billed by PwC to the Funds in their two recent fiscal years for services rendered for assurance and related services that are reasonably related to the performance of the audit or review of the 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 a 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 a Fund and is controlling, controlled by or under common control with a Fund investment adviser described in (a).


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(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:

 

     Fiscal
2022
     Fiscal
2021
 

AMG Frontier Small Cap Growth Fund

   $ 5,245      $ 4,850  

AMG GW&K Core Bond ESG Fund

   $ 5,245      $ 4,850  

AMG River Road Large Cap Value Select Fund

   $ 6,540      $ 7,000  

AMG Veritas China Fund

   $ 6,540      $ 4,850  

AMG Veritas Global Focus Fund

   $ 6,540      $ 4,850  

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 2022 and $0 for fiscal 2021, 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.


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(e)(2) None.

(f) Not applicable.

(g) The aggregate fees billed by PwC in 2022 and 2021 for non-audit services rendered to the Funds and Fund Service Providers were $66,777 and $74,983 respectively. For the fiscal year ended October 31, 2022, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $36,667 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds. For the fiscal year ended October 31, 2021, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $41,583 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds.

(h) The Trust’s Audit Committee has considered whether the provision of non-audit services by registrant’s independent registered public accounting firm to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provided ongoing services to the registrant that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the registrant) was compatible with maintaining the independence of the independent registered public accounting firm.

 

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.


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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.

 

Item 13.

EXHIBITS

 

(a)(1)    Any Code of Ethics or amendments hereto. Filed herewith.
(a)(2)    Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 - Filed herewith.
(a)(3)    Not applicable.
(b)    Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 - Filed herewith.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMG Funds I

 

By:  

/s/ Keitha L. Kinne

  Keitha L. Kinne, Principal Executive Officer
Date:   January 6, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Keitha L. Kinne

  Keitha L. Kinne, Principal Executive Officer
Date:   January 6, 2023
By:  

/s/ Thomas Disbrow

  Thomas Disbrow, Principal Financial Officer
Date:   January 6, 2023