AMG Funds
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-03752
AMG Funds III
(Exact
name of registrant as specified in charter)
600 Steamboat
Road, Suite 300, Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip code)
AMG Funds, LLC
600
Steamboat Road, Suite 300, Greenwich, Connecticut 06830
(Name and address of agent for service)
Registrants telephone number, including area code: (203) 299-3500
Date of fiscal year end: May 31
Date of reporting period: June 1, 2016 November 30, 2016
(Semi-Annual Shareholder Report)
Item 1. |
Reports to Shareholders |
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SEMI-ANNUAL REPORT |
AMG Funds
November 30, 2016
AMG Managers Cadence Capital Appreciation Fund
Class N: MPAFX | Class I:
MCFYX | Class Z: MPCIX
AMG Managers Cadence Mid Cap Fund
Class N: MCMAX | Class I: MCMYX | Class Z:
MCMFX
AMG Managers Cadence Emerging Companies Fund
Class S: MECAX | Class I: MECIX
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www.amgfunds.com | |
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SAR065-1116 |
AMG Funds
Semi-Annual ReportNovember 30, 2016 (unaudited)
Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG
Funds family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.
About Your Funds Expenses (unaudited)
As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include
sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is
intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and
held for the entire period as indicated below.
ACTUAL EXPENSES
The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line,
together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the
first line under the heading entitled Expenses Paid During Period to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR
COMPARISON PURPOSES
The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Funds actual expense
ratio and an assumed annual rate of return of 5% before expenses, which is not the Funds 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.
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Six Months Ended November 30, 2016 |
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Expense Ratio for the Period |
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Beginning Account Value 06/01/16 |
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Ending Account Value 11/30/16 |
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Expenses Paid During the Period* |
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AMG Managers Cadence Capital Appreciation Fund |
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Class N |
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Based on Actual Fund Return |
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1.12 |
% |
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$ |
1,000 |
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$ |
1,056 |
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$ |
5.77 |
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Hypothetical (5% return before expenses) |
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1.12 |
% |
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$ |
1,000 |
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$ |
1,019 |
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$ |
5.67 |
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Class I |
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Based on Actual Fund Return |
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0.94 |
% |
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$ |
1,000 |
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$ |
1,057 |
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$ |
4.85 |
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Hypothetical (5% return before expenses) |
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0.94 |
% |
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$ |
1,000 |
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$ |
1,020 |
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$ |
4.76 |
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Class Z |
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Based on Actual Fund Return |
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0.72 |
% |
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$ |
1,000 |
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$ |
1,059 |
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$ |
3.72 |
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Hypothetical (5% return before expenses) |
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0.72 |
% |
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$ |
1,000 |
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$ |
1,021 |
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$ |
3.65 |
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AMG Managers Cadence Mid Cap Fund |
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Class N |
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Based on Actual Fund Return |
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1.12 |
% |
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$ |
1,000 |
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$ |
1,053 |
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$ |
5.76 |
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Hypothetical (5% return before expenses) |
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1.12 |
% |
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$ |
1,000 |
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$ |
1,019 |
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$ |
5.67 |
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Class I |
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Based on Actual Fund Return |
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0.94 |
% |
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$ |
1,000 |
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$ |
1,054 |
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$ |
4.84 |
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Hypothetical (5% return before expenses) |
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0.94 |
% |
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$ |
1,000 |
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$ |
1,020 |
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$ |
4.76 |
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Class Z |
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Based on Actual Fund Return |
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0.72 |
% |
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$ |
1,000 |
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$ |
1,056 |
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$ |
3.71 |
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Hypothetical (5% return before expenses) |
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0.72 |
% |
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$ |
1,000 |
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$ |
1,021 |
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$ |
3.65 |
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AMG Managers Cadence Emerging Companies Fund |
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Class S |
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Based on Actual Fund Return |
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1.67 |
% |
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$ |
1,000 |
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$ |
1,179 |
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$ |
9.12 |
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Hypothetical (5% return before expenses) |
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1.67 |
% |
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$ |
1,000 |
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$ |
1,017 |
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$ |
8.44 |
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Class I |
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Based on Actual Fund Return |
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1.42 |
% |
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$ |
1,000 |
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$ |
1,180 |
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$ |
7.76 |
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Hypothetical (5% return before expenses) |
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1.42 |
% |
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$ |
1,000 |
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$ |
1,018 |
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$ |
7.18 |
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* |
Expenses are equal to the Funds 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 (183), then divided by 365.
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Fund Performance (unaudited)
Periods ended November 30, 2016
The table below shows the average annual total returns for the periods indicated for each Fund, as well as each
Funds relative index for the same time periods ended November 30, 2016.
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Six |
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One |
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Five |
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Ten |
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Average Annual Total Returns1 |
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Months* |
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Year |
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Years |
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Years |
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AMG Managers Cadence Capital Appreciation Fund 2,3,4,5 |
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Class N11 |
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5.62 |
% |
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4.12 |
% |
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11.17 |
% |
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4.81 |
% |
Class I11 |
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5.73 |
% |
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4.26 |
% |
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11.32 |
% |
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4.96 |
% |
Class Z11 |
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5.86 |
% |
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4.54 |
% |
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11.59 |
% |
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5.22 |
% |
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Russell 1000® Growth Index6 |
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3.94 |
% |
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4.22 |
% |
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14.14 |
% |
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8.24 |
% |
AMG Managers Cadence Mid-Cap Fund 2,3,5,7 |
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Class N11 |
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5.32 |
% |
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5.42 |
% |
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10.15 |
% |
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5.62 |
% |
Class I11 |
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5.39 |
% |
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5.60 |
% |
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10.31 |
% |
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5.78 |
% |
Class Z11 |
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5.56 |
% |
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5.88 |
% |
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10.59 |
% |
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6.04 |
% |
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Russell Midcap® Growth Index8 |
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4.69 |
% |
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4.54 |
% |
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13.09 |
% |
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7.70 |
% |
AMG Managers Cadence Emerging Companies Fund 2,3,5,9,10 |
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Class S11 |
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17.86 |
% |
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16.01 |
% |
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16.89 |
% |
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8.90 |
% |
Class I11 |
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18.04 |
% |
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16.29 |
% |
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17.17 |
% |
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9.18 |
% |
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Russell Microcap® Growth Index12 |
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9.29 |
% |
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(1.38 |
)% |
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13.25 |
% |
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5.21 |
% |
Russell 2000® Growth Index13 |
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11.09 |
% |
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4.58 |
% |
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13.38 |
% |
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7.59 |
% |
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The performance data shown represents past performance. Past performance is not a guarantee of future results. Current
performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investors shares, when redeemed, may be worth more or less than their
original cost.
Investors should carefully
consider the Funds investment objectives, risks, charges, and expenses before investing. For performance information through the most recent month end, current net asset per share for the Fund and other information, please call (800) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.
Distributed by AMG Distributors Inc., member FINRA/SIPC.
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 November 30, 2016. All returns are in U.S. dollars ($). |
2 |
From time to time, the Funds advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns. |
3 |
The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just
current profits. Growth stocks may underperform value stocks during given periods. |
4 |
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.
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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 Russell 1000® Growth Index is a market capitalization weighted index that measures the performance of
those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 1000® Growth Index is unmanaged, is not available for investment and does not incur expenses. |
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 then the stocks of larger, more established companies. |
8 |
The Russell Midcap® Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000® Growth
Index. Unlike the Fund, the Index is unmanaged, is not available for investment, and does not incur expenses. |
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. |
10 |
The Fund is subject to the special risks associated with investments in micro-cap companies, such as relatively short earnings
history, competitive conditions, less publicly available corporate information and reliance on a limited number of products. |
11 |
Effective October 1, 2016, the Investor Class, Service Class and Institutional Class of AMG Managers Cadence Capital Appreciation Fund and AMG Managers
Cadence Mid-Cap Fund were renamed Class N, Class I and Class Z, respectively, and the Service Class and Institutional Class of AMG Managers Cadence Emerging Companies Fund were renamed
Class S and Class I, respectively. |
12 |
The Russell Microcap® Growth Index measures the performance of the
micro-cap growth segment of the U.S. equity market. It includes those Russell Microcap® Index companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Index is unmanaged, is not available for investment, and does not incur expenses. |
13 |
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 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.
4
AMG Managers Cadence Capital Appreciation Fund
Fund Snapshots (unaudited)
November 30, 2016
PORTFOLIO BREAKDOWN
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Sector |
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AMG Managers Cadence Capital Appreciation Fund* |
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Russell 1000® Growth Index |
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Information Technology |
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28.5 |
% |
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31.4 |
% |
Consumer Discretionary |
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19.2 |
% |
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21.0 |
% |
Health Care |
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14.3 |
% |
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16.2 |
% |
Industrials |
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12.2 |
% |
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11.1 |
% |
Consumer Staples |
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11.4 |
% |
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9.3 |
% |
Financials |
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6.6 |
% |
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2.9 |
% |
Energy |
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4.1 |
% |
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0.6 |
% |
Materials |
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1.9 |
% |
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3.7 |
% |
Real Estate |
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1.6 |
% |
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2.6 |
% |
Telecommunication Services |
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0.0 |
% |
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1.2 |
% |
Other Assets and Liabilities |
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0.2 |
% |
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0.0 |
% |
* |
As a percentage of net assets.
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TOP TEN HOLDINGS
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Security Name |
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% of Net Assets |
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Facebook, Inc., Class A** |
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3.5 |
% |
The Home Depot, Inc.** |
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3.3 |
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Microsoft Corp.** |
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3.3 |
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Apple, Inc.** |
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3.3 |
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Alphabet, Inc., Class A** |
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2.9 |
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Alphabet, Inc., Class C** |
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2.4 |
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The Boeing Co. |
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2.0 |
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Accenture PLC, Class A** |
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2.0 |
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MasterCard, Inc., Class A |
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1.9 |
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Gilead Sciences, Inc.** |
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1.9 |
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Top Ten as a Group |
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26.5 |
% |
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** |
Top Ten Holdings as of May 31, 2016. |
Because a funds 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 Funds 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 Funds portfolio of investments by
the time you receive this report.
5
AMG Managers Cadence Capital Appreciation Fund
Schedule of Portfolio Investments (unaudited)
November
30, 2016
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Shares |
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Value |
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Common Stocks - 99.8% |
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Consumer Discretionary - 19.2% |
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Amazon.com, Inc.* |
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2,380 |
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$ |
1,786,357 |
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Delphi Automotive PLC |
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14,811 |
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947,904 |
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Dollar Tree, Inc.* |
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11,827 |
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1,042,668 |
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Foot Locker, Inc. |
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19,867 |
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1,423,868 |
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The Home Depot, Inc. |
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25,117 |
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3,250,140 |
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Michael Kors Holdings, Ltd.* |
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20,080 |
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933,519 |
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NVR, Inc.* |
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421 |
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671,495 |
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Omnicom Group, Inc. |
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15,012 |
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1,305,143 |
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The Priceline Group, Inc.* |
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1,125 |
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1,691,640 |
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Scripps Networks Interactive, Inc., Class A |
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17,388 |
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1,204,293 |
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Starbucks Corp. |
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31,003 |
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1,797,244 |
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The TJX Cos., Inc. |
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21,784 |
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1,706,559 |
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Wyndham Worldwide Corp. |
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14,286 |
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1,028,449 |
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Total Consumer Discretionary |
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18,789,279 |
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Consumer Staples - 11.4% |
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Church & Dwight Co., Inc. |
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26,769 |
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1,172,214 |
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The Clorox Co. |
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9,665 |
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1,116,887 |
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Colgate-Palmolive Co. |
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16,717 |
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1,090,450 |
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Constellation Brands, Inc., Class A |
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5,804 |
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877,216 |
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CVS Health Corp. |
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15,881 |
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1,221,090 |
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The Estee Lauder Cos., Inc., Class A |
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12,171 |
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945,687 |
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General Mills, Inc. |
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15,817 |
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963,888 |
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Mondelez International, Inc., Class A |
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22,136 |
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912,889 |
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Philip Morris International, Inc. |
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17,860 |
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1,576,681 |
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Sysco Corp. |
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24,560 |
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1,307,820 |
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Total Consumer Staples |
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11,184,822 |
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Energy - 4.1% |
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Anadarko Petroleum Corp. |
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8,788 |
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607,690 |
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EOG Resources, Inc. |
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13,795 |
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1,414,263 |
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Halliburton Co. |
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25,253 |
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1,340,682 |
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Kinder Morgan, Inc. |
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28,044 |
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622,577 |
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Total Energy |
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3,985,212 |
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Financials - 6.6% |
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American Express Co. |
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15,249 |
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1,098,538 |
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JPMorgan Chase & Co. |
|
|
15,188 |
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|
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1,217,622 |
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Markel Corp.* |
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|
897 |
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|
|
805,811 |
|
Marsh & McLennan Cos., Inc. |
|
|
20,712 |
|
|
|
1,435,549 |
|
T. Rowe Price Group, Inc. |
|
|
12,830 |
|
|
|
950,190 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
Wells Fargo & Co. |
|
|
18,529 |
|
|
$ |
980,555 |
|
Total Financials |
|
|
|
|
|
|
6,488,265 |
|
Health Care - 14.3% |
|
|
|
|
|
|
|
|
Aetna, Inc. |
|
|
9,955 |
|
|
|
1,302,512 |
|
AmerisourceBergen Corp. |
|
|
11,618 |
|
|
|
906,088 |
|
Biogen, Inc.* |
|
|
4,852 |
|
|
|
1,426,828 |
|
Cardinal Health, Inc. |
|
|
13,398 |
|
|
|
951,392 |
|
CR Bard, Inc. |
|
|
2,332 |
|
|
|
491,003 |
|
Danaher Corp. |
|
|
12,719 |
|
|
|
994,244 |
|
Gilead Sciences, Inc. |
|
|
24,924 |
|
|
|
1,836,899 |
|
HCA Holdings, Inc.* |
|
|
12,831 |
|
|
|
909,590 |
|
Johnson & Johnson |
|
|
13,183 |
|
|
|
1,467,268 |
|
Mettler-Toledo International, Inc.* |
|
|
2,310 |
|
|
|
951,766 |
|
Mylan N.V.* |
|
|
20,172 |
|
|
|
738,497 |
|
Quintiles IMS Holdings, Inc.* |
|
|
12,381 |
|
|
|
951,232 |
|
Zoetis, Inc. |
|
|
21,896 |
|
|
|
1,103,120 |
|
Total Health Care |
|
|
|
|
|
|
14,030,439 |
|
Industrials - 12.2% |
|
|
|
|
|
|
|
|
Alaska Air Group, Inc. |
|
|
17,626 |
|
|
|
1,450,091 |
|
The Boeing Co. |
|
|
13,235 |
|
|
|
1,992,662 |
|
Expeditors International of Washington, Inc. |
|
|
18,887 |
|
|
|
996,100 |
|
General Dynamics Corp. |
|
|
6,539 |
|
|
|
1,146,614 |
|
Huntington Ingalls Industries, Inc. |
|
|
7,279 |
|
|
|
1,301,194 |
|
Illinois Tool Works, Inc. |
|
|
12,494 |
|
|
|
1,563,999 |
|
Masco Corp. |
|
|
23,060 |
|
|
|
729,849 |
|
Rockwell Automation, Inc. |
|
|
8,629 |
|
|
|
1,153,784 |
|
United Parcel Service, Inc., Class B |
|
|
13,457 |
|
|
|
1,559,935 |
|
Total Industrials |
|
|
|
|
|
|
11,894,228 |
|
Information Technology - 28.5% |
|
|
|
|
|
Accenture PLC, Class A |
|
|
16,412 |
|
|
|
1,960,085 |
|
Adobe Systems, Inc.* |
|
|
12,179 |
|
|
|
1,252,123 |
|
Alphabet, Inc., Class A* |
|
|
3,620 |
|
|
|
2,808,686 |
|
Alphabet, Inc., Class C* |
|
|
3,039 |
|
|
|
2,303,684 |
|
Apple, Inc. |
|
|
28,888 |
|
|
|
3,192,702 |
|
Broadcom, Ltd. |
|
|
9,560 |
|
|
|
1,629,884 |
|
Facebook, Inc., Class A* |
|
|
29,231 |
|
|
|
3,461,535 |
|
Intuit, Inc. |
|
|
12,453 |
|
|
|
1,415,657 |
|
Lam Research Corp. |
|
|
11,633 |
|
|
|
1,233,331 |
|
MasterCard, Inc., Class A |
|
|
18,681 |
|
|
|
1,909,198 |
|
Microsoft Corp. |
|
|
53,213 |
|
|
|
3,206,615 |
|
The accompanying notes are an integral part of these financial statements.
6
AMG Managers Cadence Capital Appreciation Fund
Schedule of
Portfolio Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
Information Technology - 28.5% (continued) |
|
Paychex, Inc. |
|
|
20,738 |
|
|
$ |
1,222,505 |
|
Red Hat, Inc.* |
|
|
15,191 |
|
|
|
1,201,760 |
|
Xilinx, Inc. |
|
|
20,289 |
|
|
|
1,095,200 |
|
Total Information Technology |
|
|
|
|
|
|
27,892,965 |
|
Materials - 1.9% |
|
|
|
|
|
|
|
|
Celanese Corp., Series A |
|
|
11,036 |
|
|
|
875,375 |
|
Steel Dynamics, Inc. |
|
|
28,006 |
|
|
|
993,653 |
|
Total Materials |
|
|
|
|
|
|
1,869,028 |
|
Real Estate - 1.6% |
|
|
|
|
|
|
|
|
American Tower Corp. |
|
|
15,572 |
|
|
|
1,592,548 |
|
Total Common Stocks (cost $79,297,293) |
|
|
|
|
|
|
97,726,786 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
Short-Term Investments - 0.2% |
|
|
|
|
|
Other Investment Companies -
0.2%1 |
|
|
|
|
|
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.28%, (cost
$256,458) |
|
|
256,458 |
|
|
$ |
256,458 |
|
Total Investments - 100.0% (cost $79,553,751) |
|
|
|
|
|
|
97,983,244 |
|
Other Assets, less Liabilities - 0.0% |
|
|
|
(32,773 |
) |
Net Assets - 100.0% |
|
|
|
|
|
$ |
97,950,471 |
|
The accompanying notes are an integral part of these financial statements.
7
AMG Managers Cadence Mid Cap Fund
Fund Snapshots (unaudited)
November 30, 2016
PORTFOLIO BREAKDOWN
|
|
|
|
|
|
|
|
|
Sector |
|
AMG Managers Cadence Mid Cap Fund* |
|
|
Russell Midcap® Growth Index |
|
Information Technology |
|
|
27.5 |
% |
|
|
22.6 |
% |
Consumer Discretionary |
|
|
20.8 |
% |
|
|
23.9 |
% |
Industrials |
|
|
18.1 |
% |
|
|
14.7 |
% |
Health Care |
|
|
10.0 |
% |
|
|
14.9 |
% |
Financials |
|
|
9.8 |
% |
|
|
5.3 |
% |
Consumer Staples |
|
|
7.5 |
% |
|
|
7.0 |
% |
Materials |
|
|
3.9 |
% |
|
|
5.2 |
% |
Energy |
|
|
1.2 |
% |
|
|
1.4 |
% |
Real Estate |
|
|
0.6 |
% |
|
|
4.5 |
% |
Utilities |
|
|
0.4 |
% |
|
|
0.0 |
% |
Telecommunication Services |
|
|
0.0 |
% |
|
|
0.5 |
% |
Other Assets and Liabilities |
|
|
0.2 |
% |
|
|
0.0 |
% |
* |
As a percentage of net assets. |
TOP TEN HOLDINGS
|
|
|
|
|
Security Name |
|
% of Net Assets |
|
NVIDIA Corp.** |
|
|
2.8 |
% |
Carlisle Cos., Inc. |
|
|
2.2 |
|
Huntington Ingalls Industries, Inc. |
|
|
1.9 |
|
Omnicom Group, Inc.** |
|
|
1.8 |
|
Red Hat, Inc.** |
|
|
1.8 |
|
Steel Dynamics, Inc. |
|
|
1.7 |
|
Eaton Vance Corp. |
|
|
1.7 |
|
Scripps Networks Interactive, Inc., Class A |
|
|
1.7 |
|
Ulta Salon Cosmetics & Fragrance, Inc. |
|
|
1.6 |
|
MSCI, Inc. |
|
|
1.6 |
|
|
|
|
|
|
Top Ten as a Group |
|
|
18.8 |
% |
|
|
|
|
|
** |
Top Ten Holdings as of May 31, 2016 |
Because a funds 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 Funds 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 Funds portfolio of investments by the time you receive this report.
8
AMG Managers Cadence Mid Cap Fund
Schedule of Portfolio Investments (unaudited)
November
30, 2016
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
Common Stocks - 99.8% |
|
|
|
|
|
|
|
|
Consumer Discretionary - 20.8% |
|
|
|
|
|
Brinker International, Inc.2 |
|
|
24,680 |
|
|
$ |
1,310,755 |
|
Burlington Stores, Inc.* |
|
|
19,150 |
|
|
|
1,683,668 |
|
Darden Restaurants, Inc. |
|
|
18,660 |
|
|
|
1,367,778 |
|
Dicks Sporting Goods, Inc. |
|
|
25,570 |
|
|
|
1,510,420 |
|
Foot Locker, Inc. |
|
|
26,770 |
|
|
|
1,918,606 |
|
The Gap, Inc. |
|
|
31,800 |
|
|
|
794,046 |
|
Gentex Corp. |
|
|
74,939 |
|
|
|
1,385,622 |
|
Lear Corp. |
|
|
10,170 |
|
|
|
1,317,117 |
|
Michael Kors Holdings, Ltd.* |
|
|
13,330 |
|
|
|
619,712 |
|
The Michaels Cos., Inc.* |
|
|
27,370 |
|
|
|
667,281 |
|
Nordstrom, Inc.2 |
|
|
23,830 |
|
|
|
1,332,574 |
|
Omnicom Group, Inc. |
|
|
26,080 |
|
|
|
2,267,395 |
|
OReilly Automotive, Inc.* |
|
|
5,787 |
|
|
|
1,588,532 |
|
Scripps Networks Interactive, Inc., Class A |
|
|
30,500 |
|
|
|
2,112,430 |
|
Thor Industries, Inc. |
|
|
16,510 |
|
|
|
1,660,411 |
|
Ulta Salon Cosmetics & Fragrance,
Inc.* |
|
|
7,920 |
|
|
|
2,055,240 |
|
Vail Resorts, Inc. |
|
|
8,810 |
|
|
|
1,395,504 |
|
Wyndham Worldwide Corp. |
|
|
15,700 |
|
|
|
1,130,243 |
|
Total Consumer Discretionary |
|
|
|
|
|
|
26,117,334 |
|
Consumer Staples - 7.5% |
|
|
|
|
|
|
|
|
Campbell Soup Co. |
|
|
18,850 |
|
|
|
1,072,376 |
|
Conagra Brands, Inc. |
|
|
16,890 |
|
|
|
619,694 |
|
Energizer Holdings, Inc. |
|
|
26,330 |
|
|
|
1,181,427 |
|
Herbalife, Ltd.*,2 |
|
|
17,070 |
|
|
|
836,942 |
|
Molson Coors Brewing Co., Class B |
|
|
6,180 |
|
|
|
605,825 |
|
Nu Skin Enterprises, Inc., Class A |
|
|
10,150 |
|
|
|
529,627 |
|
Pilgrims Pride Corp.2 |
|
|
32,980 |
|
|
|
580,778 |
|
Post Holdings, Inc.* |
|
|
15,930 |
|
|
|
1,215,937 |
|
Sysco Corp. |
|
|
34,629 |
|
|
|
1,843,994 |
|
Tyson Foods, Inc., Class A |
|
|
17,490 |
|
|
|
993,607 |
|
Total Consumer Staples |
|
|
|
|
|
|
9,480,207 |
|
Energy - 1.2% |
|
|
|
|
|
|
|
|
Diamondback Energy, Inc.* |
|
|
13,440 |
|
|
|
1,449,504 |
|
Financials - 9.8% |
|
|
|
|
|
|
|
|
Aon PLC |
|
|
15,234 |
|
|
|
1,738,199 |
|
Artisan Partners Asset Management, Inc., Class A |
|
|
33,680 |
|
|
|
1,003,664 |
|
Brown & Brown, Inc. |
|
|
35,180 |
|
|
|
1,525,053 |
|
Eaton Vance Corp. |
|
|
52,490 |
|
|
|
2,122,696 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
Erie Indemnity Co., Class A |
|
|
6,510 |
|
|
$ |
697,677 |
|
FactSet Research Systems, Inc. |
|
|
10,215 |
|
|
|
1,636,137 |
|
MSCI, Inc. |
|
|
25,558 |
|
|
|
2,013,970 |
|
SVB Financial Group* |
|
|
9,760 |
|
|
|
1,542,373 |
|
Total Financials |
|
|
|
|
|
|
12,279,769 |
|
Health Care - 10.0% |
|
|
|
|
|
|
|
|
Agilent Technologies, Inc. |
|
|
27,940 |
|
|
|
1,228,801 |
|
AmerisourceBergen Corp. |
|
|
7,752 |
|
|
|
604,578 |
|
Cardinal Health, Inc. |
|
|
6,951 |
|
|
|
493,591 |
|
Charles River Laboratories International,
Inc.* |
|
|
7,630 |
|
|
|
542,493 |
|
CR Bard, Inc. |
|
|
7,750 |
|
|
|
1,631,763 |
|
HCA Holdings, Inc.* |
|
|
17,250 |
|
|
|
1,222,852 |
|
Quintiles IMS Holdings, Inc.* |
|
|
19,550 |
|
|
|
1,502,026 |
|
United Therapeutics Corp.* |
|
|
9,030 |
|
|
|
1,134,258 |
|
Veeva Systems, Inc., Class A* |
|
|
30,970 |
|
|
|
1,439,486 |
|
WellCare Health Plans, Inc.* |
|
|
7,820 |
|
|
|
1,071,496 |
|
Zoetis, Inc. |
|
|
34,600 |
|
|
|
1,743,148 |
|
Total Health Care |
|
|
|
|
|
|
12,614,492 |
|
Industrials - 18.1% |
|
|
|
|
|
|
|
|
A. O. Smith Corp. |
|
|
25,190 |
|
|
|
1,224,990 |
|
Alaska Air Group, Inc. |
|
|
18,229 |
|
|
|
1,499,700 |
|
BWX Technologies, Inc. |
|
|
39,710 |
|
|
|
1,555,044 |
|
C.H. Robinson Worldwide, Inc. |
|
|
17,800 |
|
|
|
1,332,330 |
|
Carlisle Cos., Inc. |
|
|
24,470 |
|
|
|
2,744,800 |
|
Expeditors International of Washington, Inc. |
|
|
31,380 |
|
|
|
1,654,981 |
|
Huntington Ingalls Industries, Inc. |
|
|
13,564 |
|
|
|
2,424,701 |
|
Landstar System, Inc. |
|
|
17,010 |
|
|
|
1,385,464 |
|
Masco Corp. |
|
|
36,540 |
|
|
|
1,156,491 |
|
MSC Industrial Direct Co., Inc., Class A |
|
|
16,690 |
|
|
|
1,491,085 |
|
Nordson Corp. |
|
|
13,140 |
|
|
|
1,402,432 |
|
Quanta Services, Inc.* |
|
|
43,070 |
|
|
|
1,452,320 |
|
Rockwell Automation, Inc. |
|
|
13,680 |
|
|
|
1,829,153 |
|
Spirit AeroSystems Holdings, Inc.,
Class A* |
|
|
27,070 |
|
|
|
1,576,828 |
|
Total Industrials |
|
|
|
|
|
|
22,730,319 |
|
Information Technology - 27.5% |
|
|
|
|
|
Applied Materials, Inc. |
|
|
42,110 |
|
|
|
1,355,942 |
|
Arista Networks, Inc.*,2 |
|
|
18,740 |
|
|
|
1,776,739 |
|
Broadridge Financial Solutions, Inc. |
|
|
18,430 |
|
|
|
1,193,158 |
|
Cadence Design Systems, Inc.* |
|
|
62,310 |
|
|
|
1,637,507 |
|
Citrix Systems, Inc.* |
|
|
12,580 |
|
|
|
1,091,063 |
|
The accompanying notes are an integral part of these financial statements.
9
AMG Managers Cadence Mid Cap Fund
Schedule of Portfolio
Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
Information Technology - 27.5% (continued) |
|
The Dun & Bradstreet Corp. |
|
|
9,260 |
|
|
$ |
1,127,127 |
|
Electronic Arts, Inc.* |
|
|
21,270 |
|
|
|
1,685,435 |
|
F5 Networks, Inc.* |
|
|
9,127 |
|
|
|
1,284,625 |
|
Intuit, Inc. |
|
|
10,640 |
|
|
|
1,209,555 |
|
Jack Henry & Associates, Inc. |
|
|
15,070 |
|
|
|
1,302,651 |
|
KLA-Tencor Corp. |
|
|
20,000 |
|
|
|
1,596,800 |
|
Lam Research Corp. |
|
|
17,840 |
|
|
|
1,891,397 |
|
Maxim Integrated Products, Inc. |
|
|
41,669 |
|
|
|
1,636,342 |
|
Microchip Technology, Inc.2 |
|
|
11,580 |
|
|
|
766,364 |
|
NCR Corp.* |
|
|
42,000 |
|
|
|
1,627,500 |
|
NVIDIA Corp. |
|
|
37,525 |
|
|
|
3,459,805 |
|
Paychex, Inc. |
|
|
28,565 |
|
|
|
1,683,907 |
|
Red Hat, Inc.* |
|
|
28,003 |
|
|
|
2,215,317 |
|
Symantec Corp. |
|
|
78,360 |
|
|
|
1,911,200 |
|
Synopsys, Inc.* |
|
|
20,540 |
|
|
|
1,242,259 |
|
The Western Union Co. |
|
|
60,674 |
|
|
|
1,275,974 |
|
Xilinx, Inc. |
|
|
30,596 |
|
|
|
1,651,572 |
|
Total Information Technology |
|
|
|
|
|
|
34,622,239 |
|
Materials - 3.9% |
|
|
|
|
|
|
|
|
Eagle Materials, Inc. |
|
|
14,600 |
|
|
|
1,419,120 |
|
Packaging Corp. of America |
|
|
15,200 |
|
|
|
1,288,352 |
|
Steel Dynamics, Inc. |
|
|
62,000 |
|
|
|
2,199,760 |
|
Total Materials |
|
|
|
|
|
|
4,907,232 |
|
Real Estate - 0.6% |
|
|
|
|
|
|
|
|
Senior Housing Properties Trust |
|
|
44,030 |
|
|
|
795,182 |
|
Utilities - 0.4% |
|
|
|
|
|
|
|
|
Calpine Corp.* |
|
|
44,120 |
|
|
|
491,938 |
|
Total Common Stocks (cost $113,120,716) |
|
|
|
|
|
|
125,488,216 |
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount |
|
|
Value |
|
Short-Term Investments - 5.3% |
|
|
|
|
|
Repurchase Agreements -
2.8%3 |
|
|
|
|
|
Cantor Fitzgerald Securities, Inc., dated 11/30/16, due 12/01/16, 0.300% total to be received
$1,000,008 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 12/15/16 - 10/20/66, totaling $1,020,000) |
|
$ |
1,000,000 |
|
|
$ |
1,000,000 |
|
Daiwa Capital Markets America, dated 11/30/16, due 12/01/16, 0.300% total to be received
$1,000,008 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 12/01/16 - 09/09/49, totaling $1,020,000) |
|
|
1,000,000 |
|
|
|
1,000,000 |
|
Nomura Securities International, Inc., dated 11/30/16, due 12/01/16, 0.280% total to be received
$1,000,008 (collateralized by various U.S. Government Agency Obligations, 0.000% - 8.000%, 01/01/17 - 09/20/66, totaling $1,020,000) |
|
|
1,000,000 |
|
|
|
1,000,000 |
|
RBC Dominion Securities, Inc., dated 11/30/16, due 12/01/16, 0.290% total to be received $566,868
(collateralized by various U.S. Government Agency Obligations, 0.125% - 3.375%, 01/15/17 - 09/09/49, totaling $578,200) |
|
|
566,863 |
|
|
|
566,863 |
|
Total Repurchase Agreements |
|
|
|
|
|
|
3,566,863 |
|
|
|
|
|
|
Shares |
|
|
|
|
Other Investment Companies -
2.5%1 |
|
|
|
|
|
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.28% |
|
|
3,090,632 |
|
|
|
3,090,632 |
|
Total Short-Term Investments (cost $6,657,495) |
|
|
|
|
|
|
6,657,495 |
|
Total Investments - 105.1% (cost $119,778,211) |
|
|
|
|
|
|
132,145,711 |
|
Other Assets, less Liabilities - (5.1)% |
|
|
|
|
|
|
(6,448,727 |
) |
Net Assets - 100.0% |
|
|
|
|
|
$ |
125,696,984 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
10
AMG Managers Cadence Emerging Companies Fund
Fund Snapshots (unaudited)
November 30, 2016
PORTFOLIO BREAKDOWN
|
|
|
|
|
|
|
|
|
|
|
|
|
Sector |
|
AMG Managers Cadence Emerging Companies Fund* |
|
|
Russell Microcap® Growth Index |
|
|
Russell 2000® Growth Index |
|
Information Technology |
|
|
26.4 |
% |
|
|
19.7 |
% |
|
|
24.4 |
% |
Health Care |
|
|
24.9 |
% |
|
|
36.3 |
% |
|
|
21.4 |
% |
Industrials |
|
|
15.7 |
% |
|
|
11.2 |
% |
|
|
16.7 |
% |
Consumer Discretionary |
|
|
12.0 |
% |
|
|
14.0 |
% |
|
|
15.4 |
% |
Financials |
|
|
10.0 |
% |
|
|
5.6 |
% |
|
|
5.5 |
% |
Consumer Staples |
|
|
3.4 |
% |
|
|
2.8 |
% |
|
|
3.1 |
% |
Materials |
|
|
2.6 |
% |
|
|
3.0 |
% |
|
|
5.3 |
% |
Telecommunication Services |
|
|
2.4 |
% |
|
|
2.0 |
% |
|
|
0.7 |
% |
Energy |
|
|
2.3 |
% |
|
|
1.3 |
% |
|
|
1.5 |
% |
Real Estate |
|
|
0.0 |
% |
|
|
3.0 |
% |
|
|
5.2 |
% |
Utilities |
|
|
0.0 |
% |
|
|
1.1 |
% |
|
|
0.8 |
% |
Other Assets and Liabilities |
|
|
0.3 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
* |
As a percentage of net assets.
|
TOP TEN HOLDINGS
|
|
|
|
|
Security Name |
|
% of Net Assets |
|
The Hackett Group, Inc. |
|
|
1.6 |
% |
GigPeak, Inc. |
|
|
1.5 |
|
Sucampo Pharmaceuticals, Inc., Class A |
|
|
1.5 |
|
Synergy Resources Corp. |
|
|
1.5 |
|
Heska Corp. |
|
|
1.5 |
|
Heritage-Crystal Clean, Inc. |
|
|
1.5 |
|
Meta Financial Group, Inc. |
|
|
1.4 |
|
Flotek Industries, Inc. |
|
|
1.4 |
|
Vonage Holdings Corp. |
|
|
1.4 |
|
PDF Solutions, Inc. |
|
|
1.4 |
|
|
|
|
|
|
Top Ten as a Group |
|
|
14.7 |
% |
|
|
|
|
|
Because a funds 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 Funds 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 Funds portfolio of investments by
the time you receive this report.
11
AMG Managers Cadence Emerging Companies Fund
Schedule of Portfolio Investments (unaudited)
November
30, 2016
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
Common Stocks - 99.7% |
|
|
|
|
|
|
|
|
Consumer Discretionary - 12.0% |
|
|
|
|
|
Cavco Industries, Inc.* |
|
|
5,690 |
|
|
$ |
537,989 |
|
Dennys Corp.* |
|
|
36,263 |
|
|
|
438,420 |
|
Installed Building Products, Inc.* |
|
|
15,201 |
|
|
|
630,842 |
|
Motorcar Parts of America, Inc.* |
|
|
18,419 |
|
|
|
450,529 |
|
Nautilus, Inc.* |
|
|
19,388 |
|
|
|
333,474 |
|
Nutrisystem, Inc. |
|
|
14,268 |
|
|
|
524,349 |
|
Ruths Hospitality Group, Inc. |
|
|
21,041 |
|
|
|
357,697 |
|
Stoneridge, Inc.* |
|
|
24,381 |
|
|
|
386,926 |
|
Unifi, Inc.* |
|
|
15,542 |
|
|
|
483,667 |
|
Universal Electronics, Inc.* |
|
|
3,768 |
|
|
|
253,775 |
|
US Auto Parts Network, Inc.* |
|
|
101,309 |
|
|
|
288,731 |
|
Winnebago Industries, Inc. |
|
|
20,216 |
|
|
|
656,009 |
|
ZAGG, Inc.* |
|
|
70,717 |
|
|
|
466,732 |
|
Total Consumer Discretionary |
|
|
|
|
|
|
5,809,140 |
|
Consumer Staples - 3.4% |
|
|
|
|
|
|
|
|
Calavo Growers, Inc. |
|
|
9,044 |
|
|
|
487,924 |
|
Lifeway Foods, Inc.* |
|
|
28,264 |
|
|
|
328,710 |
|
Medifast, Inc. |
|
|
12,329 |
|
|
|
481,817 |
|
Orchids Paper Products Co.2 |
|
|
13,993 |
|
|
|
348,566 |
|
Total Consumer Staples |
|
|
|
|
|
|
1,647,017 |
|
Energy - 2.3% |
|
|
|
|
|
|
|
|
Abraxas Petroleum Corp.* |
|
|
184,864 |
|
|
|
388,214 |
|
Synergy Resources Corp.*,2 |
|
|
77,692 |
|
|
|
737,297 |
|
Total Energy |
|
|
|
|
|
|
1,125,511 |
|
Financials - 10.0% |
|
|
|
|
|
|
|
|
Bryn Mawr Bank Corp. |
|
|
15,008 |
|
|
|
552,294 |
|
Crawford & Co., Class B |
|
|
39,385 |
|
|
|
520,276 |
|
Financial Engines, Inc. |
|
|
17,437 |
|
|
|
607,679 |
|
First Foundation, Inc.* |
|
|
21,047 |
|
|
|
589,737 |
|
Kingstone Cos, Inc. |
|
|
36,399 |
|
|
|
460,447 |
|
Meta Financial Group, Inc. |
|
|
7,718 |
|
|
|
701,952 |
|
Preferred Bank |
|
|
11,502 |
|
|
|
518,625 |
|
Pzena Investment Management, Inc., Class A |
|
|
31,063 |
|
|
|
307,213 |
|
Silvercrest Asset Management Group, Inc., Class A |
|
|
45,422 |
|
|
|
608,655 |
|
Total Financials |
|
|
|
|
|
|
4,866,878 |
|
Health Care - 24.9% |
|
|
|
|
|
|
|
|
Aceto Corp. |
|
|
17,595 |
|
|
|
359,466 |
|
Amphastar Pharmaceuticals, Inc.*,2 |
|
|
12,462 |
|
|
|
252,605 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
ANI Pharmaceuticals, Inc.* |
|
|
4,315 |
|
|
$ |
254,283 |
|
Anika Therapeutics, Inc.* |
|
|
12,739 |
|
|
|
594,402 |
|
Aratana Therapeutics, Inc.*,2 |
|
|
55,088 |
|
|
|
392,777 |
|
BioSpecifics Technologies Corp.* |
|
|
10,947 |
|
|
|
540,344 |
|
BioTelemetry, Inc.* |
|
|
30,896 |
|
|
|
600,927 |
|
Corcept Therapeutics, Inc.* |
|
|
53,804 |
|
|
|
451,416 |
|
Cross Country Healthcare, Inc.* |
|
|
38,312 |
|
|
|
549,394 |
|
Digirad Corp. |
|
|
84,132 |
|
|
|
391,214 |
|
Heska Corp.* |
|
|
11,030 |
|
|
|
729,193 |
|
Inogen, Inc.* |
|
|
7,807 |
|
|
|
503,005 |
|
Landauer, Inc. |
|
|
10,246 |
|
|
|
507,177 |
|
NeoGenomics, Inc.* |
|
|
69,378 |
|
|
|
620,239 |
|
OraSure Technologies, Inc.* |
|
|
57,460 |
|
|
|
484,388 |
|
Progenics Pharmaceuticals, Inc.*,2 |
|
|
33,799 |
|
|
|
302,501 |
|
RadNet, Inc.* |
|
|
65,837 |
|
|
|
408,189 |
|
Recro Pharma, Inc.* |
|
|
45,930 |
|
|
|
367,440 |
|
Sharps Compliance Corp.*,2 |
|
|
86,174 |
|
|
|
371,410 |
|
Simulations Plus, Inc.2 |
|
|
33,140 |
|
|
|
313,173 |
|
Sucampo Pharmaceuticals, Inc.,
Class A* |
|
|
45,855 |
|
|
|
745,144 |
|
Supernus Pharmaceuticals, Inc.* |
|
|
25,715 |
|
|
|
554,158 |
|
Surmodics, Inc.* |
|
|
10,113 |
|
|
|
242,206 |
|
U.S. Physical Therapy, Inc. |
|
|
10,469 |
|
|
|
670,016 |
|
Vascular Solutions, Inc.* |
|
|
10,937 |
|
|
|
602,629 |
|
Xencor, Inc.* |
|
|
10,660 |
|
|
|
272,470 |
|
Total Health Care |
|
|
|
|
|
|
12,080,166 |
|
Industrials - 15.7% |
|
|
|
|
|
|
|
|
Apogee Enterprises, Inc. |
|
|
10,718 |
|
|
|
511,249 |
|
CRA International, Inc. |
|
|
19,653 |
|
|
|
645,798 |
|
Douglas Dynamics, Inc. |
|
|
9,283 |
|
|
|
296,592 |
|
GEE Group, Inc.*,2 |
|
|
26,417 |
|
|
|
129,972 |
|
Global Brass & Copper Holdings, Inc. |
|
|
15,232 |
|
|
|
436,397 |
|
GP Strategies Corp.* |
|
|
25,049 |
|
|
|
657,536 |
|
Heritage-Crystal Clean, Inc.* |
|
|
44,726 |
|
|
|
729,034 |
|
Insteel Industries, Inc. |
|
|
15,987 |
|
|
|
632,606 |
|
Kadant, Inc. |
|
|
9,644 |
|
|
|
603,714 |
|
Lawson Products, Inc.* |
|
|
6,499 |
|
|
|
154,026 |
|
NV5 Global, Inc.* |
|
|
13,443 |
|
|
|
491,342 |
|
Orion Group Holdings, Inc.* |
|
|
48,738 |
|
|
|
485,918 |
|
Patrick Industries, Inc.* |
|
|
7,490 |
|
|
|
534,412 |
|
Radiant Logistics, Inc.* |
|
|
111,263 |
|
|
|
404,997 |
|
Willdan Group, Inc.* |
|
|
22,026 |
|
|
|
541,399 |
|
The accompanying notes are an integral part of these financial statements.
12
AMG Managers Cadence Emerging Companies Fund
Schedule of
Portfolio Investments (continued)
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
Industrials - 15.7% (continued) |
|
|
|
|
|
YRC Worldwide, Inc.* |
|
|
27,434 |
|
|
$ |
347,863 |
|
Total Industrials |
|
|
|
|
|
|
7,602,855 |
|
Information Technology - 26.4% |
|
|
|
|
|
8x8, Inc.* |
|
|
27,518 |
|
|
|
375,621 |
|
American Software, Inc., Class A |
|
|
42,219 |
|
|
|
465,253 |
|
BroadSoft, Inc.* |
|
|
13,765 |
|
|
|
571,247 |
|
Carbonite, Inc.* |
|
|
32,093 |
|
|
|
593,720 |
|
CEVA, Inc.* |
|
|
15,031 |
|
|
|
477,986 |
|
Clearfield, Inc.* |
|
|
26,065 |
|
|
|
500,448 |
|
DSP Group, Inc.* |
|
|
46,925 |
|
|
|
549,022 |
|
Exa Corp.* |
|
|
31,355 |
|
|
|
464,995 |
|
Extreme Networks, Inc.* |
|
|
121,645 |
|
|
|
514,558 |
|
FormFactor, Inc.* |
|
|
48,227 |
|
|
|
540,142 |
|
Forrester Research, Inc. |
|
|
10,884 |
|
|
|
445,156 |
|
GigPeak, Inc.* |
|
|
279,331 |
|
|
|
751,400 |
|
GTT Communications, Inc.* |
|
|
22,840 |
|
|
|
580,136 |
|
The Hackett Group, Inc. |
|
|
44,096 |
|
|
|
783,145 |
|
MeetMe, Inc.* |
|
|
117,309 |
|
|
|
565,429 |
|
Mitek Systems, Inc.*,2 |
|
|
68,923 |
|
|
|
385,969 |
|
MRV Communications, Inc. *,2 |
|
|
36,621 |
|
|
|
289,306 |
|
NVE Corp. |
|
|
7,640 |
|
|
|
510,123 |
|
Oclaro, Inc.* |
|
|
45,590 |
|
|
|
407,575 |
|
PDF Solutions, Inc.* |
|
|
29,140 |
|
|
|
686,247 |
|
Planet Payment, Inc.* |
|
|
100,123 |
|
|
|
402,494 |
|
PRGX Global, Inc.* |
|
|
108,948 |
|
|
|
593,767 |
|
Radisys Corp.* |
|
|
103,757 |
|
|
|
433,704 |
|
RingCentral, Inc., Class A* |
|
|
10,069 |
|
|
|
216,987 |
|
Sapiens International Corp. N.V. |
|
|
36,865 |
|
|
|
545,971 |
|
SPS Commerce, Inc.* |
|
|
2,612 |
|
|
|
180,933 |
|
Total Information Technology |
|
|
|
|
|
|
12,831,334 |
|
Materials - 2.6% |
|
|
|
|
|
|
|
|
Flotek Industries, Inc.*,2 |
|
|
51,937 |
|
|
|
699,072 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value |
|
Neenah Paper, Inc. |
|
|
6,564 |
|
|
$ |
557,284 |
|
Total Materials |
|
|
|
|
|
|
1,256,356 |
|
Telecommunication Services - 2.4% |
|
|
|
|
|
Cogent Communications Holdings, Inc. |
|
|
12,660 |
|
|
|
474,117 |
|
Vonage Holdings Corp.* |
|
|
104,610 |
|
|
|
689,380 |
|
Total Telecommunication Services |
|
|
|
|
|
|
1,163,497 |
|
Total Common Stocks (cost $40,250,133) |
|
|
|
|
|
|
48,382,754 |
|
|
|
|
|
|
Principal Amount |
|
|
|
|
Short-Term Investments - 4.4% |
|
|
|
|
|
Repurchase Agreements -
3.9%3 |
|
|
|
|
|
Cantor Fitzgerald Securities, Inc., dated 11/30/16, due 12/01/16, 0.300% total to be received
$1,000,008 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 12/15/16 - 10/20/66, totaling $1,020,000) |
|
$ |
1,000,000 |
|
|
|
1,000,000 |
|
Daiwa Capital Markets America, dated 11/30/16, due 12/01/16, 0.300%, total to be received $896,167
(collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 12/01/16 - 09/09/49, totaling $914,083) |
|
|
896,160 |
|
|
|
896,160 |
|
Total Repurchase Agreements |
|
|
|
|
|
|
1,896,160 |
|
|
|
|
|
|
Shares |
|
|
|
|
Other Investment Companies -
0.5%1 |
|
|
|
|
|
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.28% |
|
|
268,669 |
|
|
|
268,669 |
|
Total Short-Term Investments (cost $2,164,829) |
|
|
|
2,164,829 |
|
Total Investments - 104.1% (cost $42,414,962) |
|
|
|
50,547,583 |
|
Other Assets, less Liabilities - (4.1)% |
|
|
|
(2,006,878 |
) |
Net Assets - 100.0% |
|
|
|
|
|
$ |
48,540,705 |
|
The accompanying notes are an integral part of these financial statements.
13
Notes to
Schedules of Portfolio Investments (unaudited)
The following footnotes should be read in conjunction with each of the Schedules of
Portfolio Investments previously presented in this report.
At November 30, 2016, the approximate cost of investments and the aggregate gross
unrealized appreciation and depreciation for federal income tax were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Cost |
|
|
Appreciation |
|
|
Depreciation |
|
|
Net |
|
AMG Managers Cadence Capital Appreciation Fund |
|
$ |
80,310,259 |
|
|
$ |
19,913,288 |
|
|
$ |
(2,240,303 |
) |
|
$ |
17,672,985 |
|
AMG Managers Cadence Mid Cap Fund |
|
|
120,093,404 |
|
|
|
13,780,018 |
|
|
|
(1,727,711 |
) |
|
|
12,052,307 |
|
AMG Managers Cadence Emerging Companies Fund |
|
|
42,629,453 |
|
|
|
9,120,030 |
|
|
|
(1,201,900 |
) |
|
|
7,918,130 |
|
* |
Non-income producing security. |
1 |
Yield shown represents the November 30, 2016, seven-day average yield, which refers to the sum of the previous seven
days dividends paid, expressed as an annual percentage. |
2 |
Some or all of these securities were out on loan to various brokers as of November 30, 2016, amounting to the following: |
|
|
|
|
|
|
|
|
|
Fund |
|
Market Value |
|
|
% of Net Assets |
|
AMG Managers Cadence Mid Cap Fund |
|
$ |
3,461,367 |
|
|
|
2.8 |
% |
AMG Managers Cadence Emerging Companies Fund |
|
|
1,985,768 |
|
|
|
4.1 |
% |
3 |
Collateral received from brokers for securities lending was invested in these joint repurchase agreements. |
As
of November 30, 2016, the investments in AMG Managers Cadence Capital Appreciation Fund were all Level 1 inputs. For a detailed breakout of the common stocks by major industry classification, please refer to the Schedule of Portfolio
Investments previously presented in this report.
The following tables summarize the inputs used to value the Funds investments by the fair value
hierarchy levels as of November 30, 2016: (See Note 1(a) in the Notes to Financial Statements.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
Active Markets for
Identical Investments Level 1 |
|
|
Significant
Other Observable
Inputs
Level 2 |
|
|
Significant
Unobservable Inputs
Level 3 |
|
|
Total |
|
AMG Managers Cadence Mid Cap Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks |
|
$ |
125,488,216 |
|
|
|
|
|
|
|
|
|
|
$ |
125,488,216 |
|
Short-Term Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements |
|
|
|
|
|
$ |
3,566,863 |
|
|
|
|
|
|
|
3,566,863 |
|
Other Investment Companies |
|
|
3,090,632 |
|
|
|
|
|
|
|
|
|
|
|
3,090,632 |
|
Total Investments in Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
128,578,848 |
|
|
$ |
3,566,863 |
|
|
|
|
|
|
$ |
132,145,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in Active Markets |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
for Identical Investments |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
AMG Managers Cadence Emerging Companies Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks |
|
$ |
48,382,754 |
|
|
|
|
|
|
|
|
|
|
$ |
48,382,754 |
|
Short-Term Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements |
|
|
|
|
|
$ |
1,896,160 |
|
|
|
|
|
|
|
1,896,160 |
|
Other Investment Companies |
|
|
268,669 |
|
|
|
|
|
|
|
|
|
|
|
268,669 |
|
Total Investments in Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
48,651,423 |
|
|
$ |
1,896,160 |
|
|
|
|
|
|
$ |
50,547,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All common stocks held in the Funds are level 1 securities. For a detailed break-out of the common stocks by major industry
classification, please refer to the respective Schedule of Portfolio Investments. |
As of November 30, 2016, the Funds had no transfers
between levels from the beginning of the reporting period.
The accompanying notes are an integral part of these financial statements.
14
Statement of Assets and Liabilities (unaudited)
November 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMG Managers |
|
|
AMG Managers |
|
|
AMG Managers |
|
|
|
Cadence |
|
|
|
Cadence |
|
|
|
Capital |
|
|
Cadence |
|
|
Emerging |
|
|
|
Appreciation |
|
|
Mid Cap |
|
|
Companies |
|
|
|
Fund# |
|
|
Fund# |
|
|
Fund# |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments at value* (including securities on loan valued at $0, $3,461,367, and $1,985,768,
respectively) |
|
$ |
97,983,244 |
|
|
$ |
132,145,711 |
|
|
$ |
50,547,583 |
|
Receivable for investments sold |
|
|
|
|
|
|
2,987,552 |
|
|
|
256,673 |
|
Dividends, interest and other receivables |
|
|
136,844 |
|
|
|
138,507 |
|
|
|
28,172 |
|
Receivable from affiliate |
|
|
94 |
|
|
|
|
|
|
|
4,068 |
|
Receivable for Fund shares sold |
|
|
17,081 |
|
|
|
8,082 |
|
|
|
114,316 |
|
Prepaid expenses and other |
|
|
37,072 |
|
|
|
36,272 |
|
|
|
26,776 |
|
Total assets |
|
|
98,174,335 |
|
|
|
135,316,124 |
|
|
|
50,977,588 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Payable upon return of securities loaned |
|
|
|
|
|
|
3,566,863 |
|
|
|
1,896,160 |
|
Payable for Fund shares repurchased |
|
|
103,542 |
|
|
|
1,172,332 |
|
|
|
92,830 |
|
Payable for investments purchased |
|
|
|
|
|
|
4,728,435 |
|
|
|
367,439 |
|
Accrued expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory and management fees |
|
|
36,005 |
|
|
|
48,012 |
|
|
|
48,206 |
|
Administrative fees |
|
|
12,002 |
|
|
|
15,340 |
|
|
|
5,785 |
|
Distribution fees - Class N |
|
|
12,403 |
|
|
|
17,600 |
|
|
|
|
|
Shareholder servicing fees - Class N |
|
|
7,442 |
|
|
|
10,560 |
|
|
|
|
|
Shareholder servicing fees - Class I |
|
|
342 |
|
|
|
1,624 |
|
|
|
|
|
Shareholder servicing fees - Class S |
|
|
|
|
|
|
|
|
|
|
951 |
|
Printing expense |
|
|
17,555 |
|
|
|
23,063 |
|
|
|
4,659 |
|
Trustees fees and expenses |
|
|
2,838 |
|
|
|
3,590 |
|
|
|
1,172 |
|
Other |
|
|
31,735 |
|
|
|
31,721 |
|
|
|
19,681 |
|
Total liabilities |
|
|
223,864 |
|
|
|
9,619,140 |
|
|
|
2,436,883 |
|
Net Assets |
|
$ |
97,950,471 |
|
|
$ |
125,696,984 |
|
|
$ |
48,540,705 |
|
Net Assets Represent: |
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in capital |
|
$ |
131,510,698 |
|
|
$ |
105,032,103 |
|
|
$ |
58,536,305 |
|
Undistributed (accumulated) net investment income (loss) |
|
|
551,057 |
|
|
|
1,207,654 |
|
|
|
(251,292 |
) |
Accumulated net realized gain (loss) from investments |
|
|
(52,540,777 |
) |
|
|
7,089,732 |
|
|
|
(17,876,929 |
) |
Net unrealized appreciation of investments |
|
|
18,429,493 |
|
|
|
12,367,495 |
|
|
|
8,132,621 |
|
Net Assets |
|
$ |
97,950,471 |
|
|
$ |
125,696,984 |
|
|
$ |
48,540,705 |
|
* Investments at cost |
|
$ |
79,553,751 |
|
|
$ |
119,778,211 |
|
|
$ |
42,414,962 |
|
# |
Effective October 1, 2016, the Funds share classes were renamed as described in Note 1 of the Notes to the Financial Statements. |
The accompanying notes are an integral part of these financial statements.
15
Statement of Assets and Liabilities (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMG Managers |
|
|
AMG Managers |
|
|
AMG Managers |
|
|
|
Cadence |
|
|
|
Cadence |
|
|
|
Capital |
|
|
Cadence |
|
|
Emerging |
|
|
|
Appreciation |
|
|
Mid Cap |
|
|
Companies |
|
|
|
Fund# |
|
|
Fund# |
|
|
Fund# |
|
Class N: |
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
$ |
60,800,392 |
|
|
$ |
87,235,856 |
|
|
|
n/a |
|
Shares outstanding |
|
|
2,228,622 |
|
|
|
3,082,842 |
|
|
|
n/a |
|
Net asset value, offering and redemption price per share |
|
$ |
27.28 |
|
|
$ |
28.30 |
|
|
|
n/a |
|
Class S: |
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
|
n/a |
|
|
|
n/a |
|
|
$ |
5,500,683 |
|
Shares outstanding |
|
|
n/a |
|
|
|
n/a |
|
|
|
128,429 |
|
Net asset value, offering and redemption price per share |
|
|
n/a |
|
|
|
n/a |
|
|
$ |
42.83 |
|
Class I: |
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
$ |
2,733,733 |
|
|
$ |
13,557,420 |
|
|
$ |
43,040,022 |
|
Shares outstanding |
|
|
98,723 |
|
|
|
465,263 |
|
|
|
929,077 |
|
Net asset value, offering and redemption price per share |
|
$ |
27.69 |
|
|
$ |
29.14 |
|
|
$ |
46.33 |
|
Class Z: |
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
$ |
34,416,346 |
|
|
$ |
24,903,708 |
|
|
|
n/a |
|
Shares outstanding |
|
|
1,213,251 |
|
|
|
819,474 |
|
|
|
n/a |
|
Net asset value, offering and redemption price per share |
|
$ |
28.37 |
|
|
$ |
30.39 |
|
|
|
n/a |
|
# |
Effective October 1, 2016, the Funds share classes were renamed as described in Note 1 of the Notes to the Financial Statements. |
The accompanying notes are an integral part of these financial statements.
16
Statement of Operations (unaudited)
For the six months ended November 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMG Managers |
|
|
AMG Managers |
|
|
AMG Managers |
|
|
|
Cadence |
|
|
|
Cadence |
|
|
|
Capital |
|
|
Cadence |
|
|
Emerging |
|
|
|
Appreciation |
|
|
Mid Cap |
|
|
Companies |
|
|
|
Fund# |
|
|
Fund# |
|
|
Fund# |
|
Investment Income: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income |
|
$ |
747,840 |
|
|
$ |
841,568 |
|
|
$ |
143,996 |
|
Securities lending income |
|
|
1,229 |
|
|
|
10,197 |
|
|
|
5,750 |
|
Foreign withholding tax |
|
|
|
|
|
|
|
|
|
|
(1,773 |
) |
Total investment income |
|
|
749,069 |
|
|
|
851,765 |
|
|
|
147,973 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory and management fees |
|
|
224,620 |
|
|
|
287,514 |
|
|
|
273,413 |
|
Administrative fees |
|
|
108,462 |
|
|
|
138,895 |
|
|
|
46,968 |
|
Distribution fees - Class N |
|
|
77,378 |
|
|
|
109,947 |
|
|
|
|
|
Shareholder servicing fees - Class N |
|
|
46,427 |
|
|
|
65,968 |
|
|
|
|
|
Shareholder servicing fees - Class I |
|
|
3,538 |
|
|
|
14,559 |
|
|
|
|
|
Shareholder servicing fees - Class S |
|
|
|
|
|
|
|
|
|
|
4,615 |
|
Registration fees |
|
|
12,565 |
|
|
|
11,344 |
|
|
|
8,458 |
|
Professional fees |
|
|
18,437 |
|
|
|
19,421 |
|
|
|
15,381 |
|
Transfer agent fees |
|
|
11,844 |
|
|
|
12,287 |
|
|
|
783 |
|
Reports to shareholders |
|
|
12,080 |
|
|
|
15,759 |
|
|
|
4,078 |
|
Custodian fees |
|
|
6,179 |
|
|
|
6,164 |
|
|
|
5,335 |
|
Trustees fees and expenses |
|
|
3,134 |
|
|
|
4,010 |
|
|
|
1,223 |
|
Miscellaneous |
|
|
1,975 |
|
|
|
2,116 |
|
|
|
942 |
|
Expense repayment |
|
|
|
|
|
|
4,098 |
|
|
|
|
|
Total expenses before offsets/reductions |
|
|
526,639 |
|
|
|
692,082 |
|
|
|
361,196 |
|
Expense reimbursements |
|
|
(39,761 |
) |
|
|
(41,209 |
) |
|
|
(45,980 |
) |
Expense reductions |
|
|
(2,525 |
) |
|
|
|
|
|
|
(1,396 |
) |
Net expenses |
|
|
484,353 |
|
|
|
650,873 |
|
|
|
313,820 |
|
Net investment income (loss) |
|
|
264,716 |
|
|
|
200,892 |
|
|
|
(165,847 |
) |
Net Realized and Unrealized Gain (Loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain on investments |
|
|
5,622,575 |
|
|
|
6,378,237 |
|
|
|
1,725,697 |
|
Net change in unrealized appreciation (depreciation) of investments |
|
|
(394,107 |
) |
|
|
30,524 |
|
|
|
5,690,059 |
|
Net realized and unrealized gain |
|
|
5,228,468 |
|
|
|
6,408,761 |
|
|
|
7,415,756 |
|
Net increase in net assets resulting from operations |
|
$ |
5,493,184 |
|
|
$ |
6,609,653 |
|
|
$ |
7,249,909 |
|
# |
Effective October 1, 2016, the Funds share classes were renamed as described in Note 1 of the Notes to the Financial Statements. |
The accompanying notes are an integral part of these financial statements.
17
Statements of Changes in Net Assets
For the six months ended November 30, 2016 (unaudited) and fiscal year ended May 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMG Managers Cadence |
|
|
AMG Managers Cadence |
|
|
AMG Managers Cadence |
|
|
|
Capital Appreciation Fund# |
|
|
Mid Cap Fund# |
|
|
Emerging Companies Fund# |
|
|
|
November 30, |
|
|
May 31, |
|
|
November 30, |
|
|
May 31, |
|
|
November 30, |
|
|
May 31, |
|
|
|
2016 |
|
|
2016 |
|
|
2016 |
|
|
2016 |
|
|
2016 |
|
|
2016 |
|
Increase (Decrease) in Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets Resulting From Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) |
|
$ |
264,716 |
|
|
$ |
784,093 |
|
|
$ |
200,892 |
|
|
$ |
1,095,508 |
|
|
$ |
(165,847 |
) |
|
$ |
(286,591 |
) |
Net realized gain on investments |
|
|
5,622,575 |
|
|
|
8,269,066 |
|
|
|
6,378,237 |
|
|
|
3,025,232 |
|
|
|
1,725,697 |
|
|
|
2,890,106 |
|
Net change in unrealized appreciation (depreciation) of investments |
|
|
(394,107 |
) |
|
|
(11,579,523 |
) |
|
|
30,524 |
|
|
|
(15,089,387 |
) |
|
|
5,690,059 |
|
|
|
(1,759,644 |
) |
Net increase (decrease) in net assets resulting from operations |
|
|
5,493,184 |
|
|
|
(2,526,364 |
) |
|
|
6,609,653 |
|
|
|
(10,968,647 |
) |
|
|
7,249,909 |
|
|
|
843,871 |
|
Distributions to Shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class N |
|
|
|
|
|
|
(356,449 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
|
|
|
|
|
(53,559 |
) |
|
|
|
|
|
|
(13,249 |
) |
|
|
|
|
|
|
|
|
Class Z |
|
|
|
|
|
|
(325,307 |
) |
|
|
|
|
|
|
(100,817 |
) |
|
|
|
|
|
|
|
|
From net realized gain on investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,199,415 |
) |
|
|
|
|
|
|
|
|
Class I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,508,909 |
) |
|
|
|
|
|
|
|
|
Class Z |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,048,088 |
) |
|
|
|
|
|
|
|
|
Total distributions to shareholders |
|
|
|
|
|
|
(735,315 |
) |
|
|
|
|
|
|
(14,870,478 |
) |
|
|
|
|
|
|
|
|
Capital Share Transactions:1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) from capital share transactions |
|
|
(9,817,765 |
) |
|
|
(26,432,738 |
) |
|
|
(10,442,929 |
) |
|
|
(9,797,749 |
) |
|
|
2,128,452 |
|
|
|
609,600 |
|
Total increase (decrease) in net assets |
|
|
(4,324,581 |
) |
|
|
(29,694,417 |
) |
|
|
(3,833,276 |
) |
|
|
(35,636,874 |
) |
|
|
9,378,361 |
|
|
|
1,453,471 |
|
Net Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
102,275,052 |
|
|
|
131,969,469 |
|
|
|
129,530,260 |
|
|
|
165,167,134 |
|
|
|
39,162,344 |
|
|
|
37,708,873 |
|
End of period |
|
$ |
97,950,471 |
|
|
$ |
102,275,052 |
|
|
$ |
125,696,984 |
|
|
$ |
129,530,260 |
|
|
$ |
48,540,705 |
|
|
$ |
39,162,344 |
|
End of period undistributed (accumulated) net investment income (loss) |
|
$ |
551,057 |
|
|
$ |
286,341 |
|
|
$ |
1,207,654 |
|
|
$ |
1,006,762 |
|
|
$ |
(251,292 |
) |
|
$ |
(85,445 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# |
Effective October 1, 2016, the Funds share classes were renamed as described in Note 1 of the Notes to the Financial Statements. |
1 |
See Note 1(g) of the Notes to Financial Statements. |
The accompanying notes are an integral part of these financial statements.
18
AMG Managers Cadence Capital Appreciation Fund
Financial Highlights
For a share
outstanding throughout each period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six
months ended
November 30, 2016 (unaudited)* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the fiscal years ended May 31, |
|
Class N |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Net Asset Value, Beginning of Period |
|
$ |
25.83 |
|
|
$ |
26.49 |
|
|
$ |
23.54 |
|
|
$ |
19.78 |
|
|
$ |
16.59 |
|
|
$ |
17.57 |
|
Income (Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income1,2 |
|
|
0.05 |
|
|
|
0.15 |
14 |
|
|
0.08 |
|
|
|
0.13 |
4 |
|
|
0.15 |
6 |
|
|
0.04 |
|
Net realized and unrealized gain (loss) on investments |
|
|
1.40 |
|
|
|
(0.67 |
) |
|
|
3.01 |
|
|
|
3.73 |
|
|
|
3.17 |
|
|
|
(1.01 |
) |
Total income (loss) from investment operations |
|
|
1.45 |
|
|
|
(0.52 |
) |
|
|
3.09 |
|
|
|
3.86 |
|
|
|
3.32 |
|
|
|
(0.97 |
) |
Less Distributions to Shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
(0.14 |
) |
|
|
(0.14 |
) |
|
|
(0.10 |
) |
|
|
(0.13 |
) |
|
|
(0.01 |
) |
Net Asset Value, End of Period |
|
$ |
27.28 |
|
|
$ |
25.83 |
|
|
$ |
26.49 |
|
|
$ |
23.54 |
|
|
$ |
19.78 |
|
|
$ |
16.59 |
|
Total Return2 |
|
|
5.62 |
%15 |
|
|
(1.98 |
)% |
|
|
13.16 |
% |
|
|
19.53 |
% |
|
|
20.12 |
% |
|
|
(5.50 |
)% |
Ratio of net expenses to average net assets (with offsets/reductions) |
|
|
1.12 |
%16 |
|
|
1.02 |
% |
|
|
1.12 |
% |
|
|
1.09 |
%5 |
|
|
1.12 |
%7 |
|
|
1.11 |
% |
Ratio of expenses to average net assets (with offsets) |
|
|
1.12 |
%16 |
|
|
1.02 |
% |
|
|
1.13 |
% |
|
|
1.13 |
%5 |
|
|
1.14 |
%7 |
|
|
1.12 |
% |
Ratio of total expenses to average net assets (without offsets/ reductions)3 |
|
|
1.20 |
%16 |
|
|
1.15 |
% |
|
|
1.22 |
% |
|
|
1.23 |
%5 |
|
|
1.23 |
%7 |
|
|
1.21 |
% |
Ratio of net investment income to average net
assets2 |
|
|
0.38 |
%16 |
|
|
0.60 |
% |
|
|
0.30 |
% |
|
|
0.59 |
%5 |
|
|
0.81 |
%7 |
|
|
0.21 |
% |
Portfolio turnover |
|
|
13 |
%15 |
|
|
22 |
% |
|
|
41 |
% |
|
|
52 |
% |
|
|
79 |
% |
|
|
163 |
% |
Net assets at end of Period (000s omitted) |
|
$ |
60,800 |
|
|
$ |
62,760 |
|
|
$ |
75,755 |
|
|
$ |
81,866 |
|
|
$ |
87,419 |
|
|
$ |
68,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six
months ended
November 30, 2016 (unaudited)* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the fiscal years ended May 31, |
|
Class I |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Net Asset Value, Beginning of Period |
|
$ |
26.19 |
|
|
$ |
26.88 |
|
|
$ |
23.74 |
|
|
$ |
19.99 |
|
|
$ |
16.71 |
|
|
$ |
17.67 |
|
Income (Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income1,2 |
|
|
0.08 |
|
|
|
0.17 |
14 |
|
|
0.12 |
|
|
|
0.16 |
4 |
|
|
0.14 |
6 |
|
|
0.06 |
|
Net realized and unrealized gain (loss) on investments |
|
|
1.42 |
|
|
|
(0.70 |
) |
|
|
3.06 |
|
|
|
3.76 |
|
|
|
3.24 |
|
|
|
(1.01 |
) |
Total income (loss) from investment operations |
|
|
1.50 |
|
|
|
(0.53 |
) |
|
|
3.18 |
|
|
|
3.92 |
|
|
|
3.38 |
|
|
|
(0.95 |
) |
Less Distributions to Shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
(0.16 |
) |
|
|
(0.04 |
) |
|
|
(0.17 |
) |
|
|
(0.10 |
) |
|
|
(0.01 |
) |
Net Asset Value, End of Period |
|
$ |
27.69 |
|
|
$ |
26.19 |
|
|
$ |
26.88 |
|
|
$ |
23.74 |
|
|
$ |
19.99 |
|
|
$ |
16.71 |
|
Total Return2 |
|
|
5.73 |
%15 |
|
|
(1.97 |
)% |
|
|
13.41 |
% |
|
|
19.63 |
%8 |
|
|
20.31 |
%8 |
|
|
(5.38 |
)% |
Ratio of net expenses to average net assets (with offsets/reductions) |
|
|
0.94 |
%16 |
|
|
0.96 |
% |
|
|
0.97 |
% |
|
|
0.94 |
%5 |
|
|
0.95 |
%7 |
|
|
0.96 |
% |
Ratio of expenses to average net assets (with offsets) |
|
|
0.94 |
%16 |
|
|
0.96 |
% |
|
|
0.98 |
% |
|
|
0.98 |
%5 |
|
|
0.97 |
%7 |
|
|
0.97 |
% |
Ratio of total expenses to average net assets (without offsets/ reductions)3 |
|
|
1.03 |
%16 |
|
|
1.09 |
% |
|
|
1.07 |
% |
|
|
1.08 |
%5 |
|
|
1.06 |
%7 |
|
|
1.06 |
% |
Ratio of net investment income to average net
assets2 |
|
|
0.59 |
%16 |
|
|
0.66 |
% |
|
|
0.45 |
% |
|
|
0.74 |
%5 |
|
|
0.76 |
%7 |
|
|
0.34 |
% |
Portfolio turnover |
|
|
13 |
%15 |
|
|
22 |
% |
|
|
41 |
% |
|
|
52 |
% |
|
|
79 |
% |
|
|
163 |
% |
Net assets at end of Period (000s omitted) |
|
$ |
2,734 |
|
|
$ |
4,842 |
|
|
$ |
10,287 |
|
|
$ |
42,245 |
|
|
$ |
55,735 |
|
|
$ |
67,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
AMG Managers Cadence Capital Appreciation Fund
Financial Highlights
For a share outstanding throughout each
period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
months ended November 30, 2016 |
|
|
For the fiscal years ended May 31, |
|
Class Z |
|
(unaudited)* |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Net Asset Value, Beginning of Period |
|
$ |
26.80 |
|
|
$ |
27.50 |
|
|
$ |
24.44 |
|
|
$ |
20.57 |
|
|
$ |
17.21 |
|
|
$ |
18.24 |
|
Income (Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income1,2 |
|
|
0.11 |
|
|
|
0.24 |
14 |
|
|
0.18 |
|
|
|
0.22 |
4 |
|
|
0.18 |
6 |
|
|
0.10 |
|
Net realized and unrealized gain (loss) on investments |
|
|
1.46 |
|
|
|
(0.70 |
) |
|
|
3.14 |
|
|
|
3.88 |
|
|
|
3.34 |
|
|
|
(1.03 |
) |
Total income (loss) from investment operations |
|
|
1.57 |
|
|
|
(0.46 |
) |
|
|
3.32 |
|
|
|
4.10 |
|
|
|
3.52 |
|
|
|
(0.93 |
) |
Less Distributions to Shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
(0.24 |
) |
|
|
(0.26 |
) |
|
|
(0.23 |
) |
|
|
(0.16 |
) |
|
|
(0.10 |
) |
Net Asset Value, End of Period |
|
$ |
28.37 |
|
|
$ |
26.80 |
|
|
$ |
27.50 |
|
|
$ |
24.44 |
|
|
$ |
20.57 |
|
|
$ |
17.21 |
|
Total Return2 |
|
|
5.86 |
%15 |
|
|
(1.67 |
)% |
|
|
13.62 |
% |
|
|
19.96 |
% |
|
|
20.57 |
% |
|
|
(5.10 |
)% |
Ratio of net expenses to average net assets (with offsets/reductions) |
|
|
0.72 |
%16 |
|
|
0.72 |
% |
|
|
0.72 |
% |
|
|
0.69 |
%5 |
|
|
0.70 |
%7 |
|
|
0.71 |
% |
Ratio of expenses to average net assets (with offsets) |
|
|
0.72 |
%16 |
|
|
0.72 |
% |
|
|
0.73 |
% |
|
|
0.73 |
%5 |
|
|
0.72 |
%7 |
|
|
0.72 |
% |
Ratio of total expenses to average net assets (without offsets/ reductions)3 |
|
|
0.80 |
%16 |
|
|
0.85 |
% |
|
|
0.82 |
% |
|
|
0.83 |
%5 |
|
|
0.81 |
%7 |
|
|
0.81 |
% |
Ratio of net investment income to average net
assets2 |
|
|
0.79 |
%16 |
|
|
0.90 |
% |
|
|
0.70 |
% |
|
|
1.00 |
%5 |
|
|
1.00 |
%7 |
|
|
0.58 |
% |
Portfolio turnover |
|
|
13 |
%15 |
|
|
22 |
% |
|
|
41 |
% |
|
|
52 |
% |
|
|
79 |
% |
|
|
163 |
% |
Net assets at end of Period (000s omitted) |
|
$ |
34,416 |
|
|
$ |
34,673 |
|
|
$ |
45,927 |
|
|
$ |
45,795 |
|
|
$ |
37,536 |
|
|
$ |
85,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
AMG Managers Cadence Mid Cap Fund
Financial Highlights
For a share outstanding throughout each
Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
months ended November 30, 2016 |
|
|
For the fiscal years ended May 31, |
|
Class N |
|
(unaudited)* |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Net Asset Value, Beginning of Period |
|
$ |
26.87 |
|
|
$ |
32.15 |
|
|
$ |
34.15 |
|
|
$ |
28.32 |
|
|
$ |
24.10 |
|
|
$ |
26.29 |
|
Income (Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)1,2 |
|
|
0.03 |
|
|
|
0.19 |
14 |
|
|
(0.06 |
) |
|
|
(0.02 |
)4 |
|
|
0.03 |
6 |
|
|
(0.06 |
) |
Net realized and unrealized gain (loss) on investments |
|
|
1.40 |
|
|
|
(2.32 |
) |
|
|
4.88 |
|
|
|
5.85 |
|
|
|
4.23 |
|
|
|
(2.13 |
) |
Total income (loss) from investment operations |
|
|
1.43 |
|
|
|
(2.13 |
) |
|
|
4.82 |
|
|
|
5.83 |
|
|
|
4.26 |
|
|
|
(2.19 |
) |
Less Distributions to Shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.04 |
) |
|
|
|
|
Net realized gain on investments |
|
|
|
|
|
|
(3.15 |
) |
|
|
(6.82 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to shareholders |
|
|
|
|
|
|
(3.15 |
) |
|
|
(6.82 |
) |
|
|
|
|
|
|
(0.04 |
) |
|
|
|
|
Net Asset Value, End of Period |
|
$ |
28.30 |
|
|
$ |
26.87 |
|
|
$ |
32.15 |
|
|
$ |
34.15 |
|
|
$ |
28.32 |
|
|
$ |
24.10 |
|
Total Return2 |
|
|
5.32 |
%15 |
|
|
(6.64 |
)% |
|
|
15.14 |
% |
|
|
20.59 |
% |
|
|
17.70 |
% |
|
|
(8.33 |
)% |
Ratio of net expenses to average net assets (with offsets/reductions) |
|
|
1.12 |
%16 |
|
|
1.11 |
% |
|
|
1.12 |
% |
|
|
1.11 |
%9 |
|
|
1.13 |
%10 |
|
|
1.11 |
% |
Ratio of expenses to average net assets (with offsets) |
|
|
1.12 |
%16 |
|
|
1.11 |
% |
|
|
1.13 |
% |
|
|
1.13 |
%9 |
|
|
1.14 |
%10 |
|
|
1.12 |
% |
Ratio of total expenses to average net assets (without offsets/ reductions)3 |
|
|
1.18 |
%16 |
|
|
1.21 |
% |
|
|
1.19 |
% |
|
|
1.18 |
%9 |
|
|
1.21 |
%10 |
|
|
1.20 |
% |
Ratio of net investment income (loss) to average net assets2 |
|
|
0.21 |
%16 |
|
|
0.67 |
% |
|
|
(0.16 |
)% |
|
|
(0.05 |
)%9 |
|
|
0.13 |
%10 |
|
|
(0.25 |
)% |
Portfolio turnover |
|
|
87 |
%15 |
|
|
149 |
% |
|
|
130 |
% |
|
|
203 |
% |
|
|
121 |
% |
|
|
127 |
% |
Net assets at end of Period (000s omitted) |
|
$ |
87,236 |
|
|
$ |
89,179 |
|
|
$ |
116,666 |
|
|
$ |
122,497 |
|
|
$ |
163,088 |
|
|
$ |
138,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
months ended November 30, 2016 |
|
|
For the fiscal years ended May 31, |
|
Class I |
|
(unaudited)* |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Net Asset Value, Beginning of Period |
|
$ |
27.65 |
|
|
$ |
33.07 |
|
|
$ |
35.04 |
|
|
$ |
29.02 |
|
|
$ |
24.67 |
|
|
$ |
26.87 |
|
Income (Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)1,2 |
|
|
0.06 |
|
|
|
0.25 |
14 |
|
|
(0.01 |
) |
|
|
0.05 |
4 |
|
|
0.08 |
6 |
|
|
(0.02 |
) |
Net realized and unrealized gain (loss) on investments |
|
|
1.43 |
|
|
|
(2.39 |
) |
|
|
5.02 |
|
|
|
5.97 |
|
|
|
4.32 |
|
|
|
(2.18 |
) |
Total income (loss) from investment operations |
|
|
1.49 |
|
|
|
(2.14 |
) |
|
|
5.01 |
|
|
|
6.02 |
|
|
|
4.40 |
|
|
|
(2.20 |
) |
Less Distributions to Shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
(0.05 |
) |
|
|
|
|
Net realized gain on investments |
|
|
|
|
|
|
(3.25 |
) |
|
|
(6.98 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to shareholders |
|
|
|
|
|
|
(3.28 |
) |
|
|
(6.98 |
) |
|
|
|
|
|
|
(0.05 |
) |
|
|
|
|
Net Asset Value, End of Period |
|
$ |
29.14 |
|
|
$ |
27.65 |
|
|
$ |
33.07 |
|
|
$ |
35.04 |
|
|
$ |
29.02 |
|
|
$ |
24.67 |
|
Total Return2 |
|
|
5.39 |
%15 |
|
|
(6.50 |
)% |
|
|
15.34 |
% |
|
|
20.74 |
% |
|
|
17.88 |
% |
|
|
(8.19 |
)% |
Ratio of net expenses to average net assets (with offsets/reductions) |
|
|
0.94 |
%16 |
|
|
0.97 |
% |
|
|
0.97 |
% |
|
|
0.96 |
%9 |
|
|
0.98 |
%10 |
|
|
0.96 |
% |
Ratio of expenses to average net assets (with offsets) |
|
|
0.94 |
%16 |
|
|
0.97 |
% |
|
|
0.98 |
% |
|
|
0.98 |
%9 |
|
|
0.99 |
%10 |
|
|
0.97 |
% |
Ratio of total expenses to average net assets (without offsets/ reductions)3 |
|
|
1.00 |
%16 |
|
|
1.07 |
% |
|
|
1.04 |
% |
|
|
1.03 |
%9 |
|
|
1.06 |
%10 |
|
|
1.05 |
% |
Ratio of net investment income (loss) to average net assets2 |
|
|
0.40 |
%16 |
|
|
0.86 |
% |
|
|
(0.01 |
)% |
|
|
0.15 |
%9 |
|
|
0.32 |
%10 |
|
|
(0.09 |
)% |
Portfolio turnover |
|
|
87 |
%15 |
|
|
149 |
% |
|
|
130 |
% |
|
|
203 |
% |
|
|
121 |
% |
|
|
127 |
% |
Net assets at end of Period (000s omitted) |
|
$ |
13,557 |
|
|
$ |
13,715 |
|
|
$ |
14,809 |
|
|
$ |
33,215 |
|
|
$ |
65,393 |
|
|
$ |
92,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
AMG Managers Cadence Mid Cap Fund
Financial Highlights
For a share outstanding throughout each
Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
months ended November 30, 2016 |
|
|
For the fiscal years ended May 31, |
|
Class Z |
|
(unaudited)* |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Net Asset Value, Beginning of Period |
|
$ |
28.79 |
|
|
$ |
34.45 |
|
|
$ |
36.44 |
|
|
$ |
30.18 |
|
|
$ |
25.66 |
|
|
$ |
27.88 |
|
Income (Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income1,2 |
|
|
0.09 |
|
|
|
0.33 |
14 |
|
|
0.09 |
|
|
|
0.12 |
4 |
|
|
0.15 |
6 |
|
|
0.04 |
|
Net realized and unrealized gain (loss) on investments |
|
|
1.51 |
|
|
|
(2.49 |
) |
|
|
5.21 |
|
|
|
6.23 |
|
|
|
4.50 |
|
|
|
(2.26 |
) |
Total income (loss) from investment operations |
|
|
1.60 |
|
|
|
(2.16 |
) |
|
|
5.30 |
|
|
|
6.35 |
|
|
|
4.65 |
|
|
|
(2.22 |
) |
Less Distributions to Shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
(0.11 |
) |
|
|
|
|
|
|
(0.09 |
) |
|
|
(0.13 |
) |
|
|
|
|
Net realized gain on investments |
|
|
|
|
|
|
(3.39 |
) |
|
|
(7.29 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to shareholders |
|
|
|
|
|
|
(3.50 |
) |
|
|
(7.29 |
) |
|
|
(0.09 |
) |
|
|
(0.13 |
) |
|
|
|
|
Net Asset Value, End of Period |
|
$ |
30.39 |
|
|
$ |
28.79 |
|
|
$ |
34.45 |
|
|
$ |
36.44 |
|
|
$ |
30.18 |
|
|
$ |
25.66 |
|
Total Return2 |
|
|
5.56 |
%15 |
|
|
(6.28 |
)% |
|
|
15.62 |
% |
|
|
21.04 |
% |
|
|
18.20 |
% |
|
|
(7.96 |
)% |
Ratio of net expenses to average net assets (with offsets/reductions) |
|
|
0.72 |
%16 |
|
|
0.72 |
% |
|
|
0.72 |
% |
|
|
0.71 |
%9 |
|
|
0.73 |
%10 |
|
|
0.71 |
% |
Ratio of expenses to average net assets (with offsets) |
|
|
0.72 |
%16 |
|
|
0.72 |
% |
|
|
0.73 |
% |
|
|
0.73 |
%9 |
|
|
0.74 |
%10 |
|
|
0.72 |
% |
Ratio of total expenses to average net assets (without offsets/ reductions)3 |
|
|
0.78 |
%16 |
|
|
0.82 |
% |
|
|
0.79 |
% |
|
|
0.78 |
%9 |
|
|
0.81 |
%10 |
|
|
0.80 |
% |
Ratio of net investment income to average net
assets2 |
|
|
0.61 |
%16 |
|
|
1.07 |
% |
|
|
0.24 |
% |
|
|
0.35 |
%9 |
|
|
0.56 |
%10 |
|
|
0.15 |
% |
Portfolio turnover |
|
|
87 |
%15 |
|
|
149 |
% |
|
|
130 |
% |
|
|
203 |
% |
|
|
121 |
% |
|
|
127 |
% |
Net assets at end of Period (000s omitted) |
|
$ |
24,904 |
|
|
$ |
26,636 |
|
|
$ |
33,693 |
|
|
$ |
170,920 |
|
|
$ |
194,755 |
|
|
$ |
234,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
AMG Managers Cadence Emerging Companies Fund
Financial Highlights
For a share outstanding throughout each
period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
months ended November 30, 2016 |
|
|
For the fiscal years ended May 31, |
|
Class S |
|
(unaudited)* |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Net Asset Value, Beginning of Period |
|
$ |
36.33 |
|
|
$ |
35.29 |
|
|
$ |
30.70 |
|
|
$ |
26.84 |
|
|
$ |
20.39 |
|
|
$ |
21.88 |
|
Income (Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss1,2 |
|
|
(0.20 |
) |
|
|
(0.33 |
)14 |
|
|
(0.32 |
)11 |
|
|
(0.29 |
)4 |
|
|
(0.07 |
)6 |
|
|
(0.24 |
) |
Net realized and unrealized gain (loss) on investments |
|
|
6.70 |
|
|
|
1.37 |
|
|
|
4.91 |
|
|
|
4.15 |
|
|
|
6.52 |
|
|
|
(1.25 |
) |
Total income (loss) from investment operations |
|
|
6.50 |
|
|
|
1.04 |
|
|
|
4.59 |
|
|
|
3.86 |
|
|
|
6.45 |
|
|
|
(1.49 |
) |
Net Asset Value, End of Period |
|
$ |
42.83 |
|
|
$ |
36.33 |
|
|
$ |
35.29 |
|
|
$ |
30.70 |
|
|
$ |
26.84 |
|
|
$ |
20.39 |
|
Total Return2 |
|
|
17.86 |
%15 |
|
|
2.95 |
%8 |
|
|
14.95 |
% |
|
|
14.38 |
% |
|
|
31.63 |
% |
|
|
(6.81 |
)% |
Ratio of net expenses to average net assets (with offsets/reductions) |
|
|
1.67 |
%16 |
|
|
1.65 |
% |
|
|
1.66 |
% |
|
|
1.61 |
%12 |
|
|
1.63 |
%13 |
|
|
1.60 |
% |
Ratio of expenses to average net assets (with offsets) |
|
|
1.67 |
%16 |
|
|
1.65 |
% |
|
|
1.67 |
% |
|
|
1.66 |
%12 |
|
|
1.68 |
%13 |
|
|
1.66 |
% |
Ratio of total expenses to average net assets (without offsets/ reductions)3 |
|
|
1.87 |
%16 |
|
|
1.97 |
% |
|
|
1.96 |
% |
|
|
1.90 |
%12 |
|
|
1.99 |
%13 |
|
|
1.98 |
% |
Ratio of net investment loss to average net
assets2 |
|
|
(0.98 |
)%16 |
|
|
(0.96 |
)% |
|
|
(0.98 |
)% |
|
|
(0.94 |
)%12 |
|
|
(0.31 |
)%13 |
|
|
(1.16 |
)% |
Portfolio turnover |
|
|
44 |
%15 |
|
|
150 |
% |
|
|
146 |
% |
|
|
127 |
% |
|
|
101 |
% |
|
|
120 |
% |
Net assets at end of Period (000s omitted) |
|
$ |
5,501 |
|
|
$ |
3,099 |
|
|
$ |
3,143 |
|
|
$ |
3,540 |
|
|
$ |
3,184 |
|
|
$ |
2,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
months ended November 30, 2016 |
|
|
For the fiscal years ended May 31, |
|
Class I |
|
(unaudited)* |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Net Asset Value, Beginning of Period |
|
$ |
39.25 |
|
|
$ |
38.04 |
|
|
$ |
33.00 |
|
|
$ |
28.80 |
|
|
$ |
21.81 |
|
|
$ |
23.35 |
|
Income (Loss) from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss1,2 |
|
|
(0.16 |
) |
|
|
(0.27 |
)14 |
|
|
(0.25 |
)11 |
|
|
(0.23 |
)4 |
|
|
(0.01 |
)6 |
|
|
(0.20 |
) |
Net realized and unrealized gain (loss) on investments |
|
|
7.24 |
|
|
|
1.48 |
|
|
|
5.29 |
|
|
|
4.43 |
|
|
|
7.00 |
|
|
|
(1.34 |
) |
Total income (loss) from investment operations |
|
|
7.08 |
|
|
|
1.21 |
|
|
|
5.04 |
|
|
|
4.20 |
|
|
|
6.99 |
|
|
|
(1.54 |
) |
Net Asset Value, End of Period |
|
$ |
46.33 |
|
|
$ |
39.25 |
|
|
$ |
38.04 |
|
|
$ |
33.00 |
|
|
$ |
28.80 |
|
|
$ |
21.81 |
|
Total Return2 |
|
|
18.04 |
%15 |
|
|
3.18 |
% |
|
|
15.27 |
% |
|
|
14.58 |
%8 |
|
|
32.05 |
%8 |
|
|
(6.60 |
)% |
Ratio of net expenses to average net assets (with offsets/reductions) |
|
|
1.42 |
%16 |
|
|
1.42 |
% |
|
|
1.41 |
% |
|
|
1.38 |
%12 |
|
|
1.38 |
%13 |
|
|
1.37 |
% |
Ratio of expenses to average net assets (with offsets) |
|
|
1.42 |
%16 |
|
|
1.42 |
% |
|
|
1.42 |
% |
|
|
1.43 |
%12 |
|
|
1.43 |
%13 |
|
|
1.43 |
% |
Ratio of total expenses to average net assets (without offsets/ reductions)3 |
|
|
1.63 |
%16 |
|
|
1.74 |
% |
|
|
1.71 |
% |
|
|
1.67 |
%12 |
|
|
1.74 |
%13 |
|
|
1.73 |
% |
Ratio of net investment loss to average net
assets2 |
|
|
(0.74 |
)%16 |
|
|
(0.71 |
)% |
|
|
(0.73 |
)% |
|
|
(0.71 |
)%12 |
|
|
(0.05 |
)%13 |
|
|
(0.94 |
)% |
Portfolio turnover |
|
|
44 |
%15 |
|
|
150 |
% |
|
|
146 |
% |
|
|
127 |
% |
|
|
101 |
% |
|
|
120 |
% |
Net assets at end of Period (000s omitted) |
|
$ |
43,040 |
|
|
$ |
36,064 |
|
|
$ |
34,566 |
|
|
$ |
39,463 |
|
|
$ |
36,123 |
|
|
$ |
34,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
Notes to Financial Highlights
The following should be read in conjunction with the Financial Highlights of the Funds previously presented in this report.
* |
Effective October 1, 2016, the Investor Class, Service Class and Institutional Class of AMG Managers Cadence Capital Appreciation Fund and AMG Managers Cadence
Mid-Cap Fund were renamed Class N, Class I and Class Z, respectively, and the Service Class and Institutional Class of AMG Managers Cadence Emerging Companies Fund were renamed
Class S and Class I, respectively. |
1 |
Per share numbers have been calculated using average shares. |
2 |
Total returns and net investment income would have been lower had certain expenses not been offset. |
3 |
Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Notes 1(c) and 2, in the Notes to Financial Statements.) |
4 |
Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.12, $0.15, and
$0.21 for AMG Managers Cadence Capital Appreciation Funds Class N, Class I, and Class Z, respectively, $(0.03), $0.04, and $0.11 for AMG Managers Cadence Mid Cap Funds Class N, Class I, and Class Z,
respectively, and $(0.32) and $(0.26) for AMG Managers Cadence Emerging Companies Funds Class S and Class I, respectively. |
5 |
Includes non-routine extraordinary expenses amounting to 0.007%, 0.007%, and 0.007% of average net assets for the
Class N, Class I, and Class Z, respectively. |
6 |
Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.09, $0.08, and
$0.13 for AMG Managers Cadence Capital Appreciation Funds Class N, Class I, and Class Z, respectively, $(0.11), $(0.06), and $0.01 for AMG Managers Cadence Mid Cap Funds Class N, Class I, and Class Z,
respectively, and $(0.31) and $(0.25) for AMG Managers Cadence Emerging Companies Funds Class S, and Class I, respectively. |
7 |
Includes non-routine extraordinary expenses amounting to 0.022%, 0.004%, and 0.003% of average net assets for the
Class N, Class I, and Class Z, respectively. |
8 |
The Total Return is based on the Financial Statement Net Asset Values as shown above. |
9 |
Includes non-routine extraordinary expenses amounting to 0.008%, 0.007%, and 0.008% of average net assets for the
Class N, Class I, and Class Z, respectively. |
10 |
Includes non-routine extraordinary expenses amounting to 0.018%, 0.015%, and 0.016% of average net assets for the
Class N, Class I, and Class Z, respectively. |
11 |
Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.33) and $(0.27)
for the Class S, and Class I, respectively. |
12 |
Includes non-routine extraordinary expenses amounting to 0.009% and 0.009% of average net assets for the Class S and
Class I, respectively. |
13 |
Includes non-routine extraordinary expenses amounting to 0.014% and 0.014% of average net assets for the Class S and
Class I, respectively |
14 |
Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.14, $0.16, and
$0.23 for AMG Managers Cadence Capital Appreciation Funds Class N, Class I, and Class Z, respectively, $0.01, $0.07, and $0.13 for AMG Managers Cadence Mid Cap Funds Class N, Class I, and Class Z,
respectively, and $(0.36) and $(0.29) for AMG Managers Cadence Emerging Companies Funds Class S, and Class I, respectively. |
24
Notes to Financial Statements (unaudited)
November 30, 2016
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AMG Funds III (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 Managers Cadence Capital Appreciation Fund (Capital Appreciation), AMG Managers Cadence Mid Cap Fund (Mid Cap) and AMG Managers Cadence Emerging Companies Fund (Emerging
Companies), each a Fund and collectively the Funds.
Effective October 1, 2016, the Investor Class, Service
Class and Institutional Class of AMG Managers Cadence Capital Appreciation and AMG Managers Cadence Mid Cap were renamed Class N, Class I and Class Z, respectively, and the Service Class and Institutional Class of
AMG Managers Cadence Emerging Companies were renamed Class S and Class I, respectively.
Capital Appreciation and Mid Cap offer Class N
shares, Class I shares and Class Z shares. Emerging Companies offers Class S shares and Class I 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 pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own
expense structure. Please refer to a current prospectus for additional information on each share class.
The Funds financial statements are prepared
in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The
following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:
a. VALUATION OF
INVESTMENTS
Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (NMS) are valued
at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last
quoted bid and ask prices (the exchange mean price). Equity securities traded in the over-the-counter market (other than NMS securities) are valued at the
exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or
where the official closing price may not be representative of the overall market, the last quoted sale price.
Fixed income securities purchased with a
remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use
of amortized cost. Investments in other open-end regulated investment
companies are valued at their end of day net asset value per share.
The Funds portfolio investments are generally valued based on independent
market quotations or prices or, if none, evaluative or other market based valuations provided by third-party pricing services approved by the Board of Trustees of the Trust (the Board). Under certain circumstances, the value
of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the
Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (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 Boards valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair
value of an investment, the Pricing Committee and, if required under the Trusts securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that
portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment;
(ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.
The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be
realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used
had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a
comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.
With respect to foreign equity
securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each
individual price exceeds a pre-established confidence level.
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, broker-quoted securities, fair valued securities with observable inputs)
Level 3 inputs
are significant unobservable inputs (including the Funds own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)
Changes in inputs or methodologies used may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for
valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the
reporting period.
b. SECURITY TRANSACTIONS
Security
transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.
c.
INVESTMENT INCOME AND EXPENSES
Dividend income is recorded on the ex-dividend date. Interest income, which
includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash
dividends included in dividend income, if any, are reported at the fair market value of the securities received. Upon notification from issuers, distributions received from a real estate investment trust (REIT) may be redesignated as a
reduction of cost of investments and/or realized gain. Other income and expenses are recorded on
an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the Funds in the
Trust and other trusts within the AMG Funds family of mutual funds (collectively the AMG Funds family) and other affiliated funds based upon their relative average net assets or number of shareholders. Investment income, realized and
unrealized gains and losses, the common expenses of each Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class
to the total net assets of each Fund.
Capital Appreciation and Emerging Companies had certain portfolio trades directed to various brokers under a
brokerage recapture program. Credit 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 six months ended
November 30, 2016, the impact on the expense ratios, if any, were as follows: Capital Appreciation and Emerging Companies were $2,525 and $1,396, respectively, which were less than 0.01% of average net assets.
d. DIVIDEND AND DISTRIBUTIONS
Fund distributions
resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December, as described in the Funds prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S.
GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder
distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement
and tax purposes; these differences will reverse at some time in the future. Permanent differences are primarily due to net operating losses. Temporary differences are due to differing treatments for losses deferred due to excise tax regulations and
wash sales.
e. FEDERAL TAXES
Each Fund currently
qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, 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 Funds 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 May 31, 2016 and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Funds financial
statements. Additionally, management is not
Notes to Financial Statements
(continued)
aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax
benefits will change materially in the next twelve months.
Net capital losses incurred in taxable years beginning after the enactment of the Regulated
Investment Company Modernization Act of 2010, may be carried forward for an unlimited time period. Such losses will be required to be utilized prior to any loss carryovers incurred in pre-enactment taxable
years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to
expire unused. Additionally, post-enactment capital losses that are carried forward retain their tax character as either short-term or long-term capital losses, unlike pre-enactment losses which are considered
all short-term.
f. CAPITAL LOSS CARRYOVERS AND DEFERRALS
As of November 30, 2016, the following Funds had accumulated net realized capital loss carryovers from securities transactions for federal income tax
purposes as shown in the following chart. These amounts may be used to offset future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Loss Carryover Amounts |
|
|
Expires |
|
Fund |
|
Short-Term |
|
|
Long-Term |
|
|
May 31, |
|
Capital Appreciation |
|
|
|
|
|
|
|
|
|
(Pre-Enactment) |
|
$ |
56,959,547 |
|
|
|
|
|
|
|
2018 |
|
Mid Cap |
|
|
|
|
|
|
|
|
|
|
|
|
(Post-Enactment) |
|
|
|
|
|
|
|
|
|
|
|
|
Emerging Companies |
|
|
|
|
|
|
|
|
|
(Pre-Enactment) |
|
$ |
19,011,334 |
|
|
|
|
|
|
|
2018 |
|
As of November 30,2016, Mid Cap had no accumulated net realized capital loss carryovers from securities transactions for
federal income tax purposes. Should the Fund incur net capital losses for the fiscal year ended May 31, 2017, such amounts may be used to offset future capital gains, for an unlimited time period.
g. CAPITAL STOCK
The Trusts Declaration of Trust
authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in
connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds policy on investment valuation.
27
Notes to Financial Statements
(continued)
For the six months ended November 30, 2016 (unaudited) and the fiscal year ended May 31, 2016, the
capital stock transactions by class for Capital Appreciation, Mid Cap and Emerging Companies were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Appreciation |
|
|
|
November 30, 2016 |
|
|
May 31, 2016 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
Class N: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
15,851 |
|
|
$ |
422,441 |
|
|
|
37,130 |
|
|
$ |
955,633 |
|
Reinvestment of distributions |
|
|
|
|
|
|
|
|
|
|
11,367 |
|
|
|
294,737 |
|
Cost of shares repurchased |
|
|
(217,133 |
) |
|
|
(5,748,335 |
) |
|
|
(477,975 |
) |
|
|
(12,266,387 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease |
|
|
(201,282 |
) |
|
$ |
(5,325,894 |
) |
|
|
(429,478 |
) |
|
$ |
(11,016,017 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
8,614 |
|
|
$ |
227,850 |
|
|
|
17,006 |
|
|
$ |
436,281 |
|
Reinvestment of distributions |
|
|
|
|
|
|
|
|
|
|
2,034 |
|
|
|
53,472 |
|
Cost of shares repurchased |
|
|
(94,741 |
) |
|
|
(2,493,287 |
) |
|
|
(216,927 |
) |
|
|
(5,726,406 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease |
|
|
(86,127 |
) |
|
$ |
(2,265,437 |
) |
|
|
(197,887 |
) |
|
$ |
(5,236,653 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class Z: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
27,615 |
|
|
$ |
758,013 |
|
|
|
111,888 |
|
|
$ |
2,976,211 |
|
Reinvestment of distributions |
|
|
|
|
|
|
|
|
|
|
11,785 |
|
|
|
316,664 |
|
Cost of shares repurchased |
|
|
(108,312 |
) |
|
|
(2,984,447 |
) |
|
|
(499,525 |
) |
|
|
(13,472,943 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease |
|
|
(80,697 |
) |
|
$ |
(2,226,434 |
) |
|
|
(375,852 |
) |
|
$ |
(10,180,068 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid Cap |
|
|
|
November 30, 2016 |
|
|
May 31, 2016 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
Class N: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
36,116 |
|
|
$ |
994,034 |
|
|
|
100,480 |
|
|
$ |
2,851,927 |
|
Reinvestment of distributions |
|
|
|
|
|
|
|
|
|
|
344,385 |
|
|
|
9,270,856 |
|
Cost of shares repurchased |
|
|
(272,070 |
) |
|
|
(7,438,029 |
) |
|
|
(754,662 |
) |
|
|
(21,649,721 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease |
|
|
(235,954 |
) |
|
$ |
(6,443,995 |
) |
|
|
(309,797 |
) |
|
$ |
(9,526,938 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
27,362 |
|
|
$ |
783,488 |
|
|
|
64,572 |
|
|
$ |
1,951,956 |
|
Reinvestment of distributions |
|
|
|
|
|
|
|
|
|
|
54,636 |
|
|
|
1,512,326 |
|
Cost of shares repurchased |
|
|
(58,203 |
) |
|
|
(1,634,754 |
) |
|
|
(70,939 |
) |
|
|
(2,038,365 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) |
|
|
(30,841 |
) |
|
$ |
(851,266 |
) |
|
|
48,269 |
|
|
$ |
1,425,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class Z: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
35,702 |
|
|
$ |
1,039,072 |
|
|
|
66,803 |
|
|
$ |
2,080,580 |
|
Reinvestment of distributions |
|
|
|
|
|
|
|
|
|
|
95,511 |
|
|
|
2,750,719 |
|
Cost of shares repurchased |
|
|
(141,382 |
) |
|
|
(4,186,740 |
) |
|
|
(215,258 |
) |
|
|
(6,528,027 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease |
|
|
(105,680 |
) |
|
$ |
(3,147,668 |
) |
|
|
(52,944 |
) |
|
$ |
(1,696,728 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
Notes to Financial Statements
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging Companies |
|
|
|
November 30, 2016 |
|
|
May 31, 2016 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
Class S: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
53,801 |
|
|
$ |
2,215,710 |
|
|
|
26,996 |
|
|
$ |
944,985 |
|
Cost of shares repurchased |
|
|
(10,654 |
) |
|
|
(428,399 |
) |
|
|
(30,776 |
) |
|
|
(1,056,913 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) |
|
|
43,147 |
|
|
$ |
1,787,311 |
|
|
|
(3,780 |
) |
|
$ |
(111,928 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
116,883 |
|
|
$ |
5,019,742 |
|
|
|
407,411 |
|
|
$ |
15,710,861 |
|
Cost of shares repurchased |
|
|
(106,624 |
) |
|
|
(4,678,601 |
) |
|
|
(397,306 |
) |
|
|
(14,989,333 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase |
|
|
10,259 |
|
|
$ |
341,141 |
|
|
|
10,105 |
|
|
$ |
721,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At November 30, 2016, certain unaffiliated shareholders of record, specifically omnibus accounts,
individually or collectively held greater than 10% of the net assets of the Funds as follows: Capital Appreciation one owns 28%; Mid Cap two collectively own 23% and Emerging Companies two collectively own 44%. Transactions by
these shareholders may have a material impact on their respective Funds.
h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS
The Funds may enter into repurchase agreements for temporary cash management purposes provided that the value of the underlying collateral, including accrued
interest, will equal or exceed the value of the repurchase agreement during the term of the agreement. 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.
Additionally, the Funds may enter into 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), provided that the value of the underlying collateral, including accrued interest, will equal or exceed the value of the joint repurchase agreement
during the term of the agreement. 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 joint 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.
At November 30, 2016, the market value of repurchase agreements or joint repurchase agreements outstanding for Capital Appreciation, Mid Cap and Emerging
Companies were $0, $3,566,863 and $1,896,160, respectively.
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 subadvisors for
the Funds (subject to Board approval) and monitors each subadvisors investment performance, security holdings and investment strategies. Each Funds investment portfolio is managed by one or more portfolio managers who serve pursuant to a
subadvisory agreement with the Investment Manager.
Investment management fees are paid directly by the Funds to the Investment Manager based on average
daily net assets. For the six months ended November 30, 2016, the Funds investment management fees were paid at the following annual rate of each Funds average daily net assets:
|
|
|
|
|
Capital Appreciation |
|
|
0.45 |
% |
Mid Cap |
|
|
0.45 |
% |
Emerging Companies |
|
|
1.25 |
% |
The Investment Manager has contractually agreed, through at least October 1, 2017, to waive management fees and/or
reimburse Fund expenses in order to limit total annual fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder
servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Capital Appreciation, Mid Cap and
Emerging Companies to 0.72%, 0.72% and 1.42%, respectively, of each Funds average daily net assets subject to later reimbursement by the Funds in certain circumstances. The contractual expense limitation may only be terminated in the event the
Investment Manager or a successor ceases to be the Investment Manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of each Funds 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.
29
Notes to Financial Statements
(continued)
Each Fund is obligated to repay the Investment Manager such amounts waived, paid, or reimbursed in future years
provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Funds total annual operating expenses after fee waiver
and respective expense reimbursements in any such future year to exceed that Funds contractual expense limitation amount.
For the six months ended
November 30, 2016, each Funds components of reimbursement are detailed in the following chart:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
|
|
|
Emerging |
|
Expiration Date |
|
Appreciation |
|
|
Mid Cap |
|
|
Companies |
|
Less than 1 year* |
|
$ |
147,123 |
|
|
$ |
161,167 |
|
|
$ |
107,704 |
|
Within 2 years |
|
|
150,996 |
|
|
|
156,434 |
|
|
|
119,948 |
|
Within 3 years |
|
|
101,990 |
|
|
|
107,796 |
|
|
|
112,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Amount Subject to Reimbursement |
|
$ |
400,109 |
|
|
$ |
425,397 |
|
|
$ |
340,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
A portion of this represents the expiration amount through the fiscal year ended March 31, 2017 of $95,030, $96,046 and $68,556 for Capital Appreciation, Mid Cap and Emerging Companies, respectively.
|
Each Fund has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds
administrator (the Administrator) and is responsible for all non-portfolio management aspects of managing the Funds operations, including administration and shareholder services to each Fund
as further described in each Funds prospectus. Effective October 1, 2016, each Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Funds average daily net assets for this service. Prior to October 1,
2016, Capital Appreciate, Mid Cap, and Emerging Companies paid an administration fee under a similar contract at an annual rate of 0.25%, respectively, of each Funds average daily net assets.
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. Subject to the compensation arrangement discussed below, 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.
Capital Appreciation and Mid Cap have adopted a distribution and service plan (the Plan) with respect to the Class N shares, in accordance
with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset-based sales charges. Pursuant to the Plan, each Fund may make payments to the
Distributor for its expenditures in financing any activity primarily intended to result in the sale of each Funds Class N shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes
payments to the Distributor up to 0.25% annually of each Funds daily net assets attributable to the Class N shares.
Effective October 1, 2016, for each of the Class N, Class I, and Class S 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 supermarkets platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. The Class N, Class I, and Class S shares may reimburse the Investment Manager for the
actual amount incurred up to a maximum annual rate of each Classs average daily net assets as shown in the table below.
The impact on the
annualized expense ratios for the six months ended November 30, 2016, were as follows:
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
|
Actual |
|
Fund |
|
Amount Approved |
|
|
Amount Incurred |
|
Capital Appreciation |
|
|
|
|
|
Class N |
|
|
0.15 |
% |
|
|
0.15 |
% |
Class I* |
|
|
0.25 |
% |
|
|
0.22 |
% |
Mid Cap |
|
|
|
|
|
|
|
|
Class N |
|
|
0.15 |
% |
|
|
0.15 |
% |
Class I* |
|
|
0.25 |
% |
|
|
0.22 |
% |
Emerging Companies |
|
|
|
|
|
Class S |
|
|
0.25 |
% |
|
|
0.25 |
% |
* |
Effective October 1, 2016, the maximum annual rate was decreased to 0.15% from 0.25% |
The Board provides
supervision of the affairs of the Trust, other trusts within the AMG Funds family and other affiliated funds. The Trustees of the Trust who are not affiliated with an Investment Manager receive an annual retainer and per meeting fees for regular,
special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board
and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.
The Securities and Exchange Commission has granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly
to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The
Investment Manager administers the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed
to assure fairness and protect all participating funds. For the six months ended November 30, 2016, Capital Appreciation borrowed $1,190,199 for 4 days paying interest of $126. The interest amount is included in the Statement of Operations as
miscellaneous expense. The Funds did not lend to other funds in the AMG Funds Family during the six months ended November 30, 2016. At November 30, 2016, the Funds had no interfund loans outstanding.
30
Notes to Financial Statements
(continued)
3. PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the six months ended November 30, 2016, were as
follows:
|
|
|
|
|
|
|
|
|
Fund |
|
Purchases |
|
|
Sales |
|
Capital Appreciation |
|
$ |
12,619,211 |
|
|
$ |
21,877,680 |
|
Mid Cap |
|
|
109,663,657 |
|
|
|
116,387,672 |
|
Emerging Companies |
|
|
22,015,029 |
|
|
|
18,793,174 |
|
The Funds had no purchases or sales of U.S. Government obligations during the six months ended November 30, 2016.
4. PORTFOLIO SECURITIES LOANED
The Funds participate in
the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided
between BNYM, as a fee for its services under the Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102% (105% in the case of certain foreign
securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the
valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value
of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash
collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint overnight government repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for
return to the borrower due to any loss on the collateral invested.
At November 30, 2016, the value of the securities loaned and cash collateral
received, were as follows.
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
|
Cash Collateral |
|
Fund |
|
Loaned |
|
|
Received |
|
Mid Cap |
|
$ |
3,461,367 |
|
|
$ |
3,566,863 |
|
Emerging Companies |
|
|
1,985,768 |
|
|
|
1,896,160 |
|
5. 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 Trust. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds
under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.
6. MASTER NETTING AGREEMENTS
The Funds may enter into master netting agreements with their counterparties for the securities lending program and repurchase agreements, which provide the
right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral.
For financial reporting purposes, the Funds do not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4.
31
Notes to Financial Statements
(continued)
The following table is a summary of the Funds open repurchase agreements that are subject to a master
netting agreement as of November 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amount Not Offset in the |
|
|
|
|
|
|
Net Amounts of Assets
Presented in the Statement
of Assets and Liabilities |
|
|
Statement of Assets and Liabilities |
|
|
|
|
|
|
|
Financial |
|
|
Cash Collateral |
|
|
|
|
Fund |
|
|
Instruments |
|
|
Received |
|
|
Net Amount |
|
Mid Cap |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cantor Fitzgerald Securities, Inc. |
|
$ |
1,000,000 |
|
|
$ |
1,000,000 |
|
|
|
|
|
|
|
|
|
Daiwa Capital Markets America |
|
|
1,000,000 |
|
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
Nomura Securities International, Inc. |
|
|
1,000,000 |
|
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
RBC Dominion Securities, Inc. |
|
|
566,863 |
|
|
|
566,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
3,566,863 |
|
|
$ |
3,566,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cantor Fitzgerald Securities, Inc. |
|
$ |
1,000,000 |
|
|
$ |
1,000,000 |
|
|
|
|
|
|
|
|
|
Daiwa Capital Markets America |
|
|
896,160 |
|
|
|
896,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
1,896,160 |
|
|
$ |
1,896,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. SUBSEQUENT EVENTS
Each Fund has determined that no material events or transactions occurred through the issuance date of the Funds financial statements which require
additional disclosure in or adjustment of the Funds financial statements.
32
Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)
At an in-person meeting held on June
22-23, 2016, the Board of Trustees (the Board or the Trustees), and separately a majority of the Trustees who are not interested persons of the Trust (the Independent
Trustees), approved (i) the Investment Management Agreement, as amended at any time prior to the date of the meeting, with AMG Funds LLC (the Investment Manager) for each of AMG Managers Cadence Capital Appreciation Fund, AMG
Managers Cadence Emerging Companies Fund and AMG Managers Cadence Mid Cap Fund (each, a Fund, and collectively, the Funds) and (ii) new Subadvisory Agreements between the Investment Manager and Cadence Capital Management
LLC (the Subadvisor) relating to each Fund (the Subadvisory Agreements). The Subadvisory Agreements were presented for approval because the former subadvisory agreements between the Investment Manager and the Subadvisor
relating to the Funds (the Former Subadvisory Agreements) were expected to terminate in connection with the sale of 100% of the outstanding equity interests in the Subadvisor that occurred June 30, 2016 (the
Transaction). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreement and the
Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual
funds (each, a Peer Group), performance information for relevant benchmark indices (each, a Fund Benchmark) and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as
information provided in connection with the meetings of June 22-23, 2016, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisor under their respective
agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from
their independent legal counsel discussing the legal standards applicable to their consideration of the
Investment Management Agreement and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.
NATURE, EXTEND 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 Managers operations and personnel. Among other things, the Investment Manager provided financial
information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by
the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trusteesknowledge of the Investment Managers management and the quality of the performance of the Investment
Managers duties. In the course of their deliberations regarding the Investment Management Agreement, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Managers oversight of the operation and
management of the Funds; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadvisor; (c) the Investment Managers
ability to supervise the Funds other service providers; and (d) the Investment Managers compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and
supervising the Subadvisor, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadvisor of its obligations to each Fund, including without limitation, analysis and review of portfolio and other
compliance matters and review of the Subadvisors investment performance with
respect to a Fund; prepares and presents periodic reports to the Board regarding the investment performance of
the Subadvisor and other information regarding the Subadvisor, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadvisor responsible for performing the Subadvisors
obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadvisor and makes appropriate reports to the Board; performs periodic
in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadvisor; 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 Subadvisor or the replacement
of the Subadvisor, including at the request of the Board; identifies potential successors to or replacements of the Subadvisor or potential additional subadvisors, performs appropriate due diligence, and develops and presents to the Board a
recommendation as to any such successor, replacement, or additional subadvisor, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate
to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees also took into account the
financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Managers undertaking to maintain contractual expense limitations for the
Funds. The Trustees also considered the Investment Managers risk management processes.
33
Annual Renewal of Investment Management
and Subadvisory Agreements (continued)
The Trustees reviewed information relating to the Transaction and the role of current Subadvisor personnel under
each Subadvisory Agreement following the Transaction and noted that the role of such personnel would be identical. The Trustees also reviewed information relating to the Subadvisors operations and personnel and the investment philosophy,
strategies and techniques (its Investment Strategy) used in managing each Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding the
Subadvisors organizational and management structure and the Subadvisors brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at the Subadvisor with portfolio
management responsibility for the Funds, including the information set forth in each Funds prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the
services rendered by the Subadvisor in the past; (b) the qualifications and experience of the Subadvisors personnel; and (c) the Subadvisors compliance program. The Trustees also took into account the financial condition of the
Subadvisor with respect to its ability to provide the services required under each Subadvisory Agreement. The Trustees also considered the Subadvisors risk management processes. The Trustees noted that the Subadvisor has served as investment
adviser or subadvisor to the Funds since the Funds commenced operations and that the same personnel would continue to serve as portfolio managers to the Funds.
PERFORMANCE.
As noted above, the Board considered each
Funds net performance during relevant time periods as compared to the Funds Peer Group and Fund Benchmark and considered the gross performance of the Fund as compared to the Subadvisors relevant performance composite that utilizes
the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about the Funds performance results, portfolio composition and the Subadvisors
Investment Strategies. The Board noted the Investment Managers expertise and resources in monitoring the
performance, investment style and risk-adjusted performance of the Subadvisor. The Board was mindful of the Investment Managers attention to monitoring the Subadvisors performance with respect to the Funds and its discussions with
management regarding the factors that contributed to the performance of the Funds.
ADVISORY FEES AND PROFITABILITY.
In considering the reasonableness of the advisory fee charged by the Investment Manager for managing each Fund, the Trustees noted that the Investment Manager,
and not the Fund, is responsible for paying the fees charged by the Funds Subadvisor and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing
search, selection and monitoring services in operating a manager-of-managers complex of mutual funds. The Trustees also considered the amount of the advisory
fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees concluded that, in light of the additional high quality supervisory services provided by the Investment Manager and the fact that the
subadvisory fees are paid out of the advisory fee, the advisory fee payable by each Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with
a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain contractual expense limitations for the
Funds.
In addition, in considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information
provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called fallout benefits such as reputational value derived from the
Investment Manager serving as Investment
Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and
all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the entrepreneurial risk undertaken as Investment Manager and sponsor of the Funds and the resulting profitability to the Investment Manager and its
affiliates from these relationships. The Trustees noted that, effective October 1, 2016, the administrative fee rate paid by each Fund will be reduced and the shareholder servicing fee rate paid by Service Class shares of each Fund will be
reduced. The Trustees also noted the current asset levels of each Fund and the willingness of the Investment Manager to waive fees and pay expenses for all of the Funds from time to time as a means of limiting total expenses. The Trustees also
considered managements 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. The Board took into account managements discussion
of the current advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadvisor. In this regard, the Trustees noted that,
unlike a mutual fund that is managed by a single investment adviser, the Funds operate in a manager-of-managers structure. Based on the foregoing, the Trustees concluded
that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for any Fund at this time. With respect to
economies of scale, the Trustees also noted that as a Funds assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other
expenses.
SUBADVISORY FEES AND PROFITABILITY.
In
considering the reasonableness of the fee payable by the Investment Manager to the Subadvisor, the Trustees relied on the ability of the Investment Manager to negotiate the terms of
34
Annual Renewal of Investment Management
and Subadvisory Agreements (continued)
each Subadvisory Agreement at arms length as part of the manager-of-managers structure, noting that the Subadvisor is not affiliated with the Investment Manager. In addition, the Trustees considered other potential benefits of the subadvisory relationship to the
Subadvisor, including, among others, the indirect benefits that the Subadvisor may receive from the Subadvisors relationship with the Funds, including any so-called fallout benefits to the
Subadvisor, such as reputational value derived from the Subadvisor serving as Subadvisor to the Funds, which bear the Subadvisors name. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its
advisory fee. As a consequence of all of the foregoing, the cost of services to be provided by the Subadvisor and the profitability to the Subadvisor of its relationship with a Fund were not material factors in the Trustees deliberations. For
similar reasons, the Trustees did not consider potential economies of scale in the management of a Fund by the Subadvisor to be a material factor in their deliberations at this time.
In addition to the foregoing, the Trustees considered the specific factors and related conclusions set forth below with respect to each Fund, the Investment
Manager and the Subadvisor.
AMG Managers Cadence Capital Appreciation Fund
FUND PERFORMANCE.
Among other information relating to the
Funds performance (including the predecessor funds performance for periods prior to its acquisition by the Trust on September 27, 2010), the Trustees noted that the Funds performance for Institutional Class 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, 2016 was above, above, below and below, respectively, the median performance of the Peer Group and below the performance of the Fund Benchmark, the Russell 1000 Growth Index. The
Trustees took into account managements discussion of the Funds
performance, including its more recent improved performance relative to its Peer Group and the fact that the
Fund ranked in the top quartile relative to its Peer Group for the 1-year period, in the second quartile relative to its Peer Group for the 3-year period and in the
third quartile relative to its Peer Group for the 5-year period. The Trustees noted the reasons for the Funds underperformance relative to the Fund Benchmark and any actions being taken to address such
performance. The Trustees concluded that the Funds overall performance has been satisfactory in light of all factors considered.
ADVISORY AND
SUBADVISORY FEES.
The Trustees noted that the Funds advisory fees (which include both the advisory and administration fee) and total expenses
(weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2016 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 October 1, 2016, to limit the Funds net annual operating expenses (subject to certain excluded expenses) to 0.72%. The Trustees concluded that, in light of the nature, extent and quality of the services
provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadvisor, the Funds advisory and subadvisory fees are reasonable.
AMG Managers Cadence Emerging Companies Fund
FUND
PERFORMANCE.
Among other information relating to the Funds performance (including the predecessor funds performance for periods prior to
its acquisition by the Trust on September 27, 2010), the Trustees noted that the Funds performance for Institutional Class 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, 2016 was above the median performance of
the Peer Group and above the performance of the Fund Benchmark, the Russell Microcap® Growth Index. The Trustees took into account managements discussion of the Funds performance, and noted that the Fund ranked strongly relative to its Peer Group for all relevant time
periods, including in the top decile for the 3-year and 5-year periods and in the top quintile for the 1-year and 10-year periods. The Trustees concluded that the Funds overall performance has been satisfactory.
ADVISORY AND
SUBADVISORY FEES.
The Trustees noted that the Funds advisory fees (which include both the advisory and administration fee) and total expenses
(weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2016 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 October 1, 2016, to limit the Funds net annual operating expenses (subject to certain excluded expenses) to 1.42%. The Trustees also took into account managements discussion of the Funds expenses
and competitiveness with comparably sized funds. The Board also took into account the current size of the Fund. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the
Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadvisor, the Funds advisory and subadvisory fees are reasonable.
AMG Managers Cadence Mid-Cap Fund
FUND PERFORMANCE.
Among other information relating to the
Funds performance (including the predecessor funds performance for periods prior to its acquisition by the Trust on September 27, 2010), the Trustees noted that the Funds performance for Institutional Class 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, 2016 was above, above, above
Annual Renewal of Investment Management
and Subadvisory Agreements (continued)
and below, respectively, the median performance of the Peer Group and below the performance of the Fund
Benchmark, the Russell Midcap® Growth Index. The Trustees took into account managements discussion of the Funds performance, including its more recent improved performance relative
to its Peer Group. The Trustees also noted that the Fund ranked in the second quintile relative to its Peer Group for the 1-year and 3-year periods and in the third
quintile relative to its Peer Group for 5-year period. The Trustees concluded that the Funds overall performance has been satisfactory in light of all factors considered.
ADVISORY AND SUBADVISORY FEES.
The Trustees noted that
the Funds advisory fees (which include both the advisory and administration fee) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2016 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 October 1, 2016, to limit the Funds net annual operating expenses (subject to certain excluded expenses) to
0.72%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Investment
Manager and the Subadvisor, the Funds advisory and subadvisory fees are reasonable.
* * * *
After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the
Investment Management Agreement and each Subadvisory Agreement: (a) the Investment Manager and the Subadvisor have demonstrated that they possess the capability and resources to perform the duties required of them under the Investment
Management Agreement and each Subadvisory Agreement; (b) the Subadvisors Investment Strategy is appropriate for pursuing the
applicable Funds investment objectives; and (c) the Investment Manager and the Subadvisor maintain
appropriate compliance programs.
Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being
determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the
applicable Fund and its shareholders. Accordingly, on June 22-23, 2016, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management and the Subadvisory
Agreements for each Fund.
THIS PAGE INTENTIONALLY
LEFT BLANK
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INVESTMENT MANAGER AND ADMINISTRATOR
AMG Funds LLC
600 Steamboat Road, Suite 300
Greenwich, CT 06830
(800)
835-3879
DISTRIBUTOR
AMG Distributors, Inc.
600 Steamboat Road, Suite 300
Greenwich, CT 06830
(800)
835-3879
SUBADVISOR
Cadence Capital Management LLC
265 Franklin Street, 11th Floor
Boston, MA 02110
CUSTODIAN
The Bank of New York Mellon
2 Hanson Place
Brooklyn, NY 11217
LEGAL COUNSEL
Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
TRANSFER AGENT
BNY Mellon Investment Servicing (US) Inc.
Attn: AMG Funds
P.O. Box 9769
Providence, RI 02940
(800) 548-4539
TRUSTEES
Bruce B. Bingham
Christine C. Carsman
William E. Chapman, II
Edward J. Kaier
Kurt A. Keilhacker
Steven J. Paggioli
Richard F. Powers, III
Eric Rakowski
Victoria L. Sassine
Thomas R. Schneeweis
This report is prepared for the Funds shareholders. It is authorized for distribution to prospective
investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling
800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.
Current net asset values per share for each Fund are available on the Funds
website at www.amgfunds.com.
A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon
request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commissions (SEC) Web site at www.sec.gov. For information regarding each Funds proxy voting record for the 12-month
period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov.
Each Fund files its complete schedule of portfolio holdings with
the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the SECs website at www.sec.gov. A Funds
Forms N-Q may be reviewed and copied at the SECs Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Funds portfolio holdings, or to view the most recent quarterly holdings report,
semiannual report, or annual report, please visit www.amgfunds.com.
www.amgfunds.com |
AFFILIATE SUBADVISED FUNDS
BALANCED FUNDS
AMG Chicago Equity Partners Balanced
Chicago Equity Partners, LLC
AMG FQ Global Risk-Balanced
First Quadrant, L.P.
EQUITY FUNDS
AMG Chicago
Equity Partners Small Cap Value
Chicago Equity Partners, LLC
AMG FQ Tax-Managed U.S. Equity
AMG FQ U.S. Equity
First Quadrant, L.P.
AMG Frontier Small Cap Growth
Frontier Capital Management Company, LLC
AMG GW&K Small Cap Core
AMG GW&K Small Cap Growth
AMG GW&K U.S. Small Cap Growth
GW&K Investment Management, LLC
AMG Renaissance International Equity
AMG Renaissance Large Cap Growth
The Renaissance Group LLC
AMG River Road Dividend All Cap Value
AMG River Road Dividend All Cap Value II
AMG River Road Focused Absolute Value
AMG River Road Long-Short
AMG River Road Select Value
AMG River Road Small Cap Value
River Road Asset Management, LLC
AMG SouthernSun Small Cap
AMG SouthernSun Global Opportunities
AMG SouthernSun U.S. Equity
SouthernSun Asset Management, LLC
AMG Systematic Large Cap Value
AMG Systematic Mid Cap Value
Systematic Financial Management, L.P.
AMG TimesSquare All Cap Growth
AMG TimesSquare International Small Cap
AMG TimesSquare Mid Cap Growth
AMG TimesSquare Small Cap Growth
TimesSquare Capital Management, LLC
AMG Trilogy Emerging Markets Equity
AMG Trilogy Emerging Wealth Equity
AMG Trilogy Global Equity
AMG Trilogy International Small Cap
Trilogy Global Advisors, L.P.
AMG Yacktman
AMG
Yacktman Focused
AMG Yacktman Special Opportunities
Yacktman Asset Management LP
FIXED INCOME FUNDS
AMG GW&K Core Bond
AMG GW&K Enhanced Core Bond
AMG GW&K Municipal Bond
AMG GW&K Municipal Enhanced Yield
GW&K Investment Management, LLC
OPEN-ARCHITECTURE FUNDS
ALTERNATIVE FUNDS
AMG Managers Anchor Capital Enhanced Equity
Anchor Capital Advisors LLC
AMG Managers Lake Partners LASSO Alternatives
Lake Partners, Inc.
BALANCED FUNDS
AMG Managers
Montag & Caldwell Balanced
Montag & Caldwell, LLC
EQUITY FUNDS
AMG Managers Brandywine
AMG
Managers Brandywine Advisors Mid Cap Growth
AMG Managers Brandywine Blue
Friess Associates, LLC
AMG
Managers Cadence Capital Appreciation
AMG Managers Cadence Emerging Companies
AMG Managers Cadence Mid Cap
Cadence Capital Management, LLC
AMG Managers CenterSquare Real Estate
CenterSquare Investment Management, Inc.
AMG Managers Emerging Opportunities
Lord, Abbett & Co. LLC
WEDGE Capital Management L.L.P.
Next Century Growth Investors LLC
RBC Global Asset Management (U.S.) Inc.
AMG Managers Essex Small/Micro Cap Growth
Essex Investment Management Co., LLC
AMG Managers Fairpointe Focused Equity
AMG Managers Fairpointe Mid Cap
Fairpointe Capital LLC
AMG Managers Guardian Capital Global Dividend
Guardian Capital LP
AMG Managers LMCG Small Cap Growth
LMCG Investments, LLC
AMG
Managers Montag & Caldwell Growth
AMG Managers Montag & Caldwell Mid Cap Growth
Montag & Caldwell, LLC
AMG Managers Pictet International
Pictet Asset Management Limited
AMG Managers Silvercrest Small Cap
Silvercrest Asset Management Group LLC
AMG Managers Skyline Special Equities
Skyline Asset Management, L.P.
AMG Managers Special Equity
Ranger Investment Management, L.P.
Lord, Abbett & Co.
LLC
Smith Asset Management Group, L.P.
Federated MDTA LLC
AMG Managers Value Partners Asia Dividend
Value Partners Hong Kong Limited
FIXED INCOME FUNDS
AMG Managers
Amundi Intermediate Government
AMG Managers Amundi Short Duration
Government
Amundi Smith Breeden LLC
AMG Managers Doubleline Core Plus Bond
DoubleLine Capital LP
AMG
Managers Global Income Opportunity
AMG Managers Loomis Sayles Bond
Loomis, Sayles & Co., L.P.
AMG Managers High Yield
J.P. Morgan Investment Management Inc.
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| www.amgfunds.com |
Not applicable for the semi-annual shareholder report.
Item 3. |
AUDIT COMMITTEE FINANCIAL EXPERT |
Not applicable for the semi-annual shareholder report.
Item 4. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Not applicable for the semi-annual shareholder report.
Item 5. |
AUDIT COMMITTEE OF LISTED REGISTRANTS |
Not applicable.
Item 6. |
SCHEDULE OF INVESTMENTS |
The schedule of investments in unaffiliated issuers as of the close of the
reporting period is included as part of the shareholder report contained in Item 1 hereof.
Item 7. |
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
Item 8. |
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
Item 9. |
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS |
Not applicable.
Item 10. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not applicable.
Item 11. |
CONTROLS AND PROCEDURES |
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(a) |
The registrants principal executive and principal financial officers have concluded, based on their evaluation of the registrants disclosure controls and procedures as of a date within 90 days of the filing
date of this report, that the registrants 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 registrants management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. |
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(b) |
There were no changes in the registrants internal control over financial reporting during the registrants second fiscal quarter of the period covered by this report that have materially affected, or are
reasonably likely to materially affect, the internal control over financial reporting. |
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(a)(1) |
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Not applicable. |
|
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(a)(2) |
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Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 - Filed herewith. |
|
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(a)(3) |
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Not applicable. |
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(b) |
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Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 - Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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AMG FUNDS III |
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By: |
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/s/ Jeffrey T. Cerutti |
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Jeffrey T. Cerutti, Principal Executive Officer |
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Date: |
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January 30, 2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has
been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: |
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/s/ Jeffrey T. Cerutti |
|
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Jeffrey T. Cerutti, Principal Executive Officer |
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Date: |
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January 30, 2017 |
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By: |
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/s/ Donald S. Rumery |
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Donald S. Rumery, Principal Financial Officer |
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Date: |
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January 30, 2017 |