0001193125-23-022803.txt : 20230202 0001193125-23-022803.hdr.sgml : 20230202 20230202164702 ACCESSION NUMBER: 0001193125-23-022803 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20221130 FILED AS OF DATE: 20230202 DATE AS OF CHANGE: 20230202 EFFECTIVENESS DATE: 20230202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMG FUNDS III CENTRAL INDEX KEY: 0000720309 IRS NUMBER: 222528211 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03752 FILM NUMBER: 23581844 BUSINESS ADDRESS: STREET 1: 680 WASHINGTON BOULEVARD, SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2032993500 MAIL ADDRESS: STREET 1: 680 WASHINGTON BOULEVARD, SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: MANAGERS FUNDS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MANAGEMENT OF MANAGERS GROUP OF FUNDS DATE OF NAME CHANGE: 19910429 FORMER COMPANY: FORMER CONFORMED NAME: MANAGEMENT OF MANAGERS CAPITAL APPRECIATION FUND DATE OF NAME CHANGE: 19881214 0000720309 S000029672 AMG GW&K International Small Cap Fund C000091187 Class N MECAX C000091188 Class I MECIX C000188985 Class Z MECZX N-CSRS 1 d439513dncsrs.htm AMG FUNDS III AMG Funds III

 

 

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)

 

 

680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901

(Address of principal executive offices) (Zip code)

 

 

AMG Funds LLC

680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901

(Name and address of agent for service)

 

 

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

Date of fiscal year end: May 31

Date of reporting period: June 1, 2022 – November 30, 2022

(Semi-Annual Shareholder Report)

 

 

 


Item 1.

Reports to Shareholders


LOGO    SEMI-ANNUAL REPORT
  

 

                        AMG Funds   
 
     November 30, 2022   
 
     LOGO   
 
     AMG GW&K International Small Cap Fund
     
     Class N: MECAX            Class I: MECIX             Class Z: MECZX     
 
          

 

 

 

           
 
amgfunds.com                    113022            SAR065



  

    

    AMG Funds

    Semi-Annual Report — November 30, 2022 (unaudited)

 

    

 

    

TABLE OF CONTENTS

   PAGE  
   

 

 
   

ABOUT YOUR FUND’S EXPENSES

     2  
 
   

FUND PERFORMANCE

     3  
 
   

FUND SNAPSHOTS AND SCHEDULE OF PORTFOLIO INVESTMENTS

     4  
 
   

FINANCIAL STATEMENTS

  
 
   

Statement of Assets and Liabilities

     8  
 
   

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

  
 
   

Statement of Operations

     10  
 
   

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

  
 
   

Statements of Changes in Net Assets

     11  
 
   

Detail of changes in assets for the past two fiscal periods

  
 
   

Financial Highlights

     12  
 
   

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

  
 
   

Notes to Financial Statements

     15  
 
   

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

  
 
    ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS      21  

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

 

 

 


  

    

    About Your Fund’s Expenses (unaudited)

 

    

 

 

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

 

ACTUAL EXPENSES

 

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

         

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

 

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

 

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

         

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

 

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

           
                   

 

Six Months Ended

November 30, 2022

   Expense
Ratio for
the Period
  Beginning
Account
Value
06/01/22
   Ending
Account
Value
11/30/22
   Expenses
Paid
During
the
Period*

AMG GW&K International Small Cap Fund

 

  

Based on Actual Fund Return

 

     

Class N

     1.14     $1,000        $966        $5.62  

Class I

     0.99     $1,000        $967        $4.88  

Class Z

     0.89     $1,000        $967        $4.39  

Based on Hypothetical 5% Annual Return

 

  

Class N

     1.14     $1,000        $1,019        $5.77  

Class I

     0.99     $1,000        $1,020        $5.01  

Class Z

     0.89     $1,000        $1,021        $4.51  

 

*

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), then divided by 365.

 

 

 

2


  

    

    Fund Performance (unaudited)

     Periods ended November 30, 2022

 

    

 

The table below shows the average annual total returns for the periods indicated for the Fund, as well as the Fund’s relative index for the same time periods ended November 30, 2022.

 

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

AMG GW&K International Small Cap Fund2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12

 

  

Class N

    (3.41%)       (16.73%)       (3.61%)       7.20%        8.32%        04/01/96  

Class I

    (3.31%)       (16.60%)       (3.47%)       7.40%        9.71%        06/25/93  

Class Z

    (3.28%)       (16.51%)       (3.38%)              (0.02%)        05/31/17  

MSCI World ex USA Small Cap Index13

    (7.94%)       (17.71%)       0.91%       6.10%        2.70%         05/31/17  

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

 

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

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

 

 

 

* 

Not annualized.

 

 

Date reflects the inception date of Class Z shares, not the index.

 

1 

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of November 30, 2022. All returns are in U.S. dollars ($).

 

2 

As of October 8, 2020, the Fund’s subadvisor was changed to GW&K Investment Management, LLC. Prior to October 8, 2020, the Fund was known as AMG Managers Cadence Emerging Companies Fund, and had different principal investment strategies and corresponding risks. Performance shown for periods prior to October 8, 2020 reflects the performance and investment strategies of the Fund’s previous subadvisor, Cadence Capital Management LLC. The Fund’s past performance would have been different if the Fund were managed by the current subadvisor and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the fund.

 

3 

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

 

4 

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

 

5 

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

 

6 

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

 

7 

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

 

8 

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

 

9 

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

 

10 

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

 

11 

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

 

12 

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

 

13 

The MSCI World ex USA Small Cap Index is a free float-adjusted market capitalization weighted index that is designed to measure the small capitalization equity market performance of developed markets, excluding the U.S. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI World ex USA Small Cap Index is unmanaged, is not available for investment and does not incur expenses.

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

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

 

 

 

 

3


  

    AMG GW&K International Small Cap Fund

    Fund Snapshots (unaudited)

     November 30, 2022

 

    

 

PORTFOLIO BREAKDOWN

 

    Sector    % of
Net Assets
 

Industrials

       36.0
 

Information Technology

       12.7
 

Materials

       11.5
 

Consumer Discretionary

       8.4
 

Consumer Staples

       8.3
 

Health Care

        6.2
 

Communication Services

       4.9
 

Real Estate

       3.7
 

Financials

       2.5
 

Energy

       1.9
 

Short-Term Investments

       6.9
 

Other Assets, Less Liabilities

       (3.0 )

TOP TEN HOLDINGS

 

    Security Name    % of
Net Assets
 

Kitron A.S.A. (Norway)

   2.5
 

Rheinmetall AG (Germany)

   2.5
 

Omni Bridgeway, Ltd. (Australia)

   2.5
 

FULLCAST Holdings Co., Ltd. (Japan)

   2.2
 

Digital Information Technologies Corp. (Japan)

   2.1
 

Senshu Electric Co., Ltd. (Japan)

   2.0
 

Gift Holdings, Inc. (Japan)

   2.0
 

Nippon Parking Development Co., Ltd. (Japan)

   2.0
 

Digital Hearts Holdings Co., Ltd. (Japan)

   2.0
 

Argo Graphics, Inc. (Japan)

   1.9
  

 

 

Top Ten as a Group

       21.7    
  

 

  
 

 

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

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

 

 

4


  

    AMG GW&K International Small Cap Fund

    Schedule of Portfolio Investments (unaudited)

     November 30, 2022

 

    

 

 

 

      Shares      Value  

Common Stocks - 96.1%

 

  

Communication Services - 4.9%

 

  

Embracer Group AB (Sweden)*,1

     71,094        $305,415  

Enad Global 7 AB (Sweden)*

     115,628        301,799  

Nihon Falcom Corp. (Japan)

     41,025        364,718  

Paradox Interactive AB (Sweden)

     30,350        571,112  

Total Communication Services

 

     1,543,044  

Consumer Discretionary - 8.4%

 

  

Garrett Motion, Inc. (Switzerland)*,1

     63,465        449,332  

Gift Holdings, Inc. (Japan)

     22,237        642,936  

Hamee Corp. (Japan)1

     47,208        305,745  

Max Stock, Ltd. (Israel)

     163,157        265,573  

Mazda Motor Corp. (Japan)

     52,055        413,861  

MIPS AB (Sweden)1

     4,765        184,141  

Yossix Holdings Co., Ltd. (Japan)

     25,904        399,180  

Total Consumer Discretionary

 

     2,660,768  

Consumer Staples - 8.3%

 

  

Becle SAB de CV (Mexico)

     226,150        509,641  

Grupo Herdez SAB de CV (Mexico)

     155,631        318,538  

Hilton Food Group PLC (United Kingdom)

     37,190        244,106  

Kusuri no Aoki Holdings Co., Ltd. (Japan)

     9,175        507,783  

Nissin Foods Co. Ltd. (Hong Kong)

     477,250        398,984  

Royal Unibrew A/S (Denmark)

     4,696        322,167  

Sarantis, S.A. (Greece)

     50,095        337,795  

Total Consumer Staples

 

     2,639,014  

Energy - 1.9%

 

  

Diversified Energy Co. PLC (United States)

     388,850        594,263  

Financials - 2.5%

 

  

Omni Bridgeway, Ltd. (Australia)*

     263,151        781,959  

Health Care - 6.2%

 

  

Arjo AB, Class B (Sweden)

     62,812        249,603  

Ergomed PLC (United Kingdom)*

     31,952        511,342  

Haw Par Corp., Ltd. (Singapore)

     55,900        382,903  

Riverstone Holdings, Ltd. (Singapore)

     656,100        304,719  

Sedana Medical AB (Sweden)*

     64,918        120,161  

Siegfried Holding AG (Switzerland)

     590        399,674  

Total Health Care

 

     1,968,402  

Industrials - 36.0%

 

  

Alconix Corp. (Japan)

     25,500        245,906  

Alliance Global Group, Inc. (Philippines)

     3,263,816        565,270  

Calian Group, Ltd. (Canada)

     9,682        480,375  

Clarkson PLC (United Kingdom)

     12,036        449,259  

Creek & River Co., Ltd. (Japan)

     35,000        529,434  
      Shares      Value  

Delta Plus Group (France)

     5,903        $430,600  

DMG Mori Co., Ltd. (Japan)

     33,000        445,730  

Fluidra, S.A. (Spain)1

     13,247        200,242  

FULLCAST Holdings Co., Ltd. (Japan)

     30,900        699,588  

GVS S.P.A. (Italy)*,2

     47,912        168,354  

Hardwoods Distribution, Inc. (Canada)

     22,749        440,047  

Hosokawa Micron Corp. (Japan)

     17,550        377,827  

Howden Joinery Group PLC (United Kingdom)

     62,070        441,072  

Inabata & Co., Ltd. (Japan)

     23,800        412,126  

Nippon Concept Corp. (Japan)

     37,921        483,702  

Nippon Parking Development Co., Ltd. (Japan)

     355,475        636,712  

Nisso Corp. (Japan)

     77,700        340,950  

Rheinmetall AG (Germany)

     3,895        796,041  

Richelieu Hardware, Ltd. (Canada)

     16,350        474,158  

RS Group PLC (United Kingdom)

     33,900        377,020  

Senshu Electric Co., Ltd. (Japan)

     31,740        648,115  

Stabilus SE (Germany)

     7,446        478,220  

Ten Pao Group Holdings, Ltd. (China)

     1,921,700        295,232  

UT Group Co., Ltd. (Japan)

     29,700        594,080  

Yamazen Corp. (Japan)

     52,175        381,791  

Total Industrials

 

     11,391,851  

Information Technology - 12.7%

 

  

Ai Holdings Corp. (Japan)

     28,350        461,714  

Argo Graphics, Inc. (Japan)

     21,525        599,445  

Digital Hearts Holdings Co., Ltd. (Japan)

     45,075        632,306  

Digital Information Technologies Corp. (Japan)

     46,146        675,154  

Esprinet S.P.A. (Italy)

     48,458        358,233  

Kitron A.S.A. (Norway)

     330,706        797,038  

Micro-Star International Co., Ltd. (Taiwan)

     121,500        489,656  

Total Information Technology

 

     4,013,546  

Materials - 11.5%

 

  

Corticeira Amorim SGPS, S.A. (Portugal)

     47,248        438,071  

Eagle Cement Corp. (Philippines)

     1,411,214        540,184  

Elopak A.S.A. (Norway)

     176,008        445,922  

Hill & Smith PLC (United Kingdom)

     28,791        420,460  

Huhtamaki Oyj (Finland)

     14,916        545,227  

Marshalls PLC (United Kingdom)

     82,199        286,357  

Mayr Melnhof Karton AG (Austria)

     2,524        428,646  

Vidrala, S.A. (Spain)1

     6,239        520,182  

Total Materials

 

     3,625,049  

Real Estate - 3.7%

 

  

Altus Group, Ltd. (Canada)

     12,137        480,283  
 

 

 

 

 

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

5


  

    AMG GW&K International Small Cap Fund

    Schedule of Portfolio Investments (continued)

 

    

 

     

    

Shares

     Value  

Real Estate - 3.7% (continued)

 

  

Far East Consortium International, Ltd. (Hong Kong)

     1,980,714        $471,349  

Patrizia SE (Germany)

     21,887        216,217  

Total Real Estate

 

     1,167,849  

Total Common Stocks

 

  

(Cost $36,777,896)

        30,385,745  
     Principal
Amount
        

Short-Term Investments - 6.9%

     

Joint Repurchase Agreements - 4.4%3

 

  

Daiwa Capital Markets America, dated 11/30/22, due 12/01/22, 3.800% total to be received $391,363 (collateralized by various U.S. Government Agency Obligations, 1.500% -6.500%, 08/01/23 - 12/01/52, totaling $399,148)

   $ 391,322        391,322  

RBC Dominion Securities, Inc., dated 11/30/22, due 12/01/22, 3.810% total to be received $1,000,106 (collateralized by various U.S. Government Agency Obligations, 2.000% -5.500%, 09/01/24 - 10/20/52, totaling $1,020,000)

     1,000,000        1,000,000  

Total Joint Repurchase Agreements

 

     1,391,322  

 

*

Non-income producing security.

 

1 

Some of these securities, amounting to $1,348,209 or 4.3% of net assets, were out on loan to various borrowers and are collateralized by cash. See Note 4 of Notes to Financial Statements.

 

2 

Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At November 30, 2022, the value of this security amounted to $168,354 or 0.5% of net assets.

      Principal
Amount
     Value  

Repurchase Agreements - 2.5%

 

  

Fixed Income Clearing Corp., dated 11/30/22 due 12/01/22, 3.650% total to be received $804,082 (collateralized by a U.S. Treasury, 1.625%, 05/15/31, totaling $820,107)

   $ 804,000        $804,000  

Total Short-Term Investments

     

(Cost $2,195,322)

        2,195,322  

Total Investments - 103.0%

 

  

(Cost $38,973,218)

        32,581,067  

Other Assets, less Liabilities - (3.0)%

 

     (948,617

Net Assets - 100.0%

        $31,632,450  

 

3 

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

 

 

 

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

6


  

    AMG GW&K International Small Cap Fund

    Schedule of Portfolio Investments (continued)

 

    

 

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of November 30, 2022:

 

     Level 1      Level 21      Level 3      Total  

  Investments in Securities

           

Common Stocks

           

Industrials

     $2,120,412        $9,271,439               $11,391,851  

Information Technology

            4,013,546               4,013,546  

Materials

     1,424,177        2,200,872               3,625,049  

Consumer Discretionary

     449,332        2,211,436               2,660,768  

Consumer Staples

     1,165,974        1,473,040               2,639,014  

Health Care

            1,968,402               1,968,402  

Communication Services

            1,543,044               1,543,044  

Real Estate

     480,283        687,566               1,167,849  

Financials

            781,959               781,959  

Energy

     594,263                      594,263  

Short-Term Investments

           

Joint Repurchase Agreements

            1,391,322               1,391,322  

Repurchase Agreements

            804,000            —        804,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

     $6,234,441        $26,346,626               $32,581,067  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

1 

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

For the six months ended November 30, 2022, there were no transfers in or out of Level 3.

The country allocation in the Schedule of Portfolio Investments at November 30, 2022, was as follows:

 

    Country    % of Long-Term
Investments

Australia

     2.6

Austria

     1.4

Canada

     6.2

China

     1.0

Denmark

     1.1

Finland

     1.8

France

     1.4

Germany

     4.9

Greece

     1.1

Hong Kong

     2.9

Israel

     0.9

Italy

     1.7

Japan

  
    Country    % of Long-Term
Investments
 

Mexico

       2.7  

Norway

       4.1  

Philippines

       3.6  

Portugal

       1.4  

Singapore

       2.3  

Spain

       2.4  

Sweden

       5.7  

Switzerland

       2.8  

Taiwan

       1.6  

United Kingdom

       9.0  

United States

       1.9  
  

 

 

 
     100.0    
  

 

 

 
  
 

 

 

 

 

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

7


  

    

    Statement of Assets and Liabilities (unaudited)

     November 30, 2022

 

    

 

 

 

AMG GW&K
International Small
Cap Fund

Assets:

Investments at value1 (including securities on loan valued at $1,348,209)

  $32,581,067

Cash

  283,388

Foreign currency2

  64,375

Receivable for investments sold

  2,500

Dividend and interest receivables

  151,354

Securities lending income receivable

  1,661

Receivable for Fund shares sold

  399

Receivable from affiliate

  11,277

Prepaid expenses and other assets

  18,605

Total assets

  33,114,626

Liabilities:

Payable upon return of securities loaned

  1,391,322

Payable for Fund shares repurchased

  3,858

Accrued expenses:

Investment advisory and management fees

  17,097

Administrative fees

  3,717

Shareholder service fees

  2,748

Other

  63,434

Total liabilities

  1,482,176

Net Assets

  $31,632,450

1 Investments at cost

  $38,973,218

2 Foreign currency at cost

  $64,660

 

 

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

8


  

    

    Statement of Assets and Liabilities (continued)

 

    

 

 

 

AMG GW&K
International Small
Cap Fund

Net Assets Represent:

Paid-in capital

  $48,637,494  

Total distributable loss

  (17,005,044 )

Net Assets

  $31,632,450

Class N:

Net Assets

  $4,308,900

Shares outstanding

  105,574

Net asset value, offering and redemption price per share

  $40.81

Class I:

Net Assets

  $24,561,260

Shares outstanding

  549,122

Net asset value, offering and redemption price per share

  $44.73

Class Z:

Net Assets

  $2,762,290

Shares outstanding

  61,525

Net asset value, offering and redemption price per share

  $44.90

 

 

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

9


  

    

    Statement of Operations (unaudited)

     For the six months ended November 30, 2022

 

    

 

 

     AMG GW&K  
     International Small  
     Cap Fund  

Investment Income:

  

Dividend income

     $491,010  

Interest income

     8,445  

Securities lending income

     11,259  

Foreign withholding tax

     (41,156

Total investment income

     469,558  

Expenses:

  

Investment advisory and management fees

     108,535  

Administrative fees

     23,595  

Shareholder servicing fees - Class N

     5,238  

Shareholder servicing fees - Class I

     12,234  

Custodian fees

     25,252  

Registration fees

     22,072  

Professional fees

     16,619  

Reports to shareholders

     7,675  

Transfer agent fees

     1,280  

Trustee fees and expenses

     1,195  

Miscellaneous

     1,929  

Total expenses before offsets

     225,624  

Expense reimbursements

     (68,157

Net expenses

     157,467  
  

Net investment income

     312,091  

Net Realized and Unrealized Loss:

  

Net realized loss on investments

     (2,230,980

Net realized loss on foreign currency transactions

     (25,770

Net change in unrealized appreciation/depreciation on investments

     569,742  

Net change in unrealized appreciation/depreciation on foreign currency translations

     2,976  

Net realized and unrealized loss

     (1,684,032
  

Net decrease in net assets resulting from operations

     $(1,371,941

 

 

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

10


  

    

    Statements of Changes in Net Assets

     For the six months ended November 30, 2022 (unaudited) and the fiscal year ended May 31, 2022

 

    

 

 

    AMG GW&K
International Small Cap Fund
    November 30, 2022   May 31, 2022

  Decrease in Net Assets Resulting From Operations:

       

Net investment income

      $312,091       $541,240  

Net realized gain (loss) on investments

      (2,256,750 )       2,347,377

Net change in unrealized appreciation/depreciation on investments

      572,718       (13,108,179 )

Net decrease in net assets resulting from operations

      (1,371,941 )       (10,219,562 )

  Distributions to Shareholders:

       

Class N

            (24,095 )

Class I

            (239,344 )

Class Z

            (28,022 )

Total distributions to shareholders

            (291,461 )

  Capital Share Transactions:1

       

Net decrease from capital share transactions

      (1,869,758 )       (3,544,503 )
       

Total decrease in net assets

      (3,241,699 )       (14,055,526 )

  Net Assets:

       

Beginning of period

      34,874,149       48,929,675

End of period

      $31,632,450       $34,874,149

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

 

 

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

11


  

    AMG GW&K International Small Cap Fund

    Financial Highlights

     For a share outstanding throughout each fiscal period

 

    

 

 

     For the six
months ended
November 30,
    For the fiscal years ended May 31,  
  Class N   

2022

(unaudited)

    2022     2021     2020     2019     2018  

  Net Asset Value, Beginning of Period

     $42.25       $53.97       $41.45       $47.84       $59.14       $45.76  

  Income (loss) from Investment Operations:

            

Net investment income (loss)1,2

     0.36       0.54       (0.12     (0.11     (0.30     (0.25 )3  

Net realized and unrealized gain (loss) on investments

     (1.80     (12.07     12.64       (6.27     (6.47     13.63  

Total income (loss) from investment operations

     (1.44     (11.53     12.52       (6.38     (6.77     13.38  

  Less Distributions to Shareholders from:

            

Net investment income

           (0.19                        

Net realized gain on investments

                       (0.01     (4.53      

Total distributions to shareholders

           (0.19           (0.01     (4.53      

  Net Asset Value, End of Period

     $40.81       $42.25       $53.97       $41.45       $47.84       $59.14  

  Total Return2,4

     (3.41 )%5      (21.41 )%      30.20     (13.35 )%      (10.92 )%      29.24

Ratio of net expenses to average net assets

     1.14 %6      1.14     1.14     1.13     1.11     1.08

Ratio of gross expenses to average net assets7

     1.57 %6      1.45     1.31     1.22     1.17     1.20

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

     1.85 %6      1.09     (0.26 )%      (0.24 )%      (0.54 )%      (0.47 )% 

Portfolio turnover

     13 %5       26     236     96     96     89

Net assets end of period (000’s) omitted

     $4,309       $4,704       $8,198     $ 11,651     $ 32,440     $ 23,759  
                                                  

 

 

12


  

    AMG GW&K International Small Cap Fund

    Financial Highlights

     For a share outstanding throughout each fiscal period

 

    

 

 

     For the six
months ended
November 30,
    For the fiscal years ended May 31,  
  Class I   

2022

(unaudited)

    2022     2021     2020     2019     2018  

  Net Asset Value, Beginning of Period

     $46.26       $59.20       $45.40       $52.32       $64.10       $49.54  

  Income (loss) from Investment Operations:

            

Net investment income (loss)1,2

     0.43       0.68       (0.05     (0.05     (0.25     (0.21 )3  

Net realized and unrealized gain (loss) on investments

     (1.96     (13.23     13.85       (6.86     (7.00     14.77  

Total income (loss) from investment operations

     (1.53     (12.55     13.80       (6.91     (7.25     14.56  

  Less Distributions to Shareholders from:

            

Net investment income

           (0.39                        

Net realized gain on investments

                       (0.01     (4.53      

Total distributions to shareholders

           (0.39           (0.01     (4.53      

  Net Asset Value, End of Period

     $44.73       $46.26       $59.20       $45.40       $52.32       $64.10  

  Total Return2,4

     (3.31 )%5      (21.31 )%      30.39     (13.22 )%      (10.82 )%      29.39

Ratio of net expenses to average net assets

     0.99 %6       0.99     0.98     0.99     0.99     0.98

Ratio of gross expenses to average net assets7

     1.42 %6       1.30     1.15     1.08     1.05     1.10

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

     2.00 %6       1.24     (0.10 )%      (0.10 )%      (0.42 )%      (0.37 )% 

Portfolio turnover

     13 %5       26     236     96     96     89

Net assets end of period (000’s) omitted

     $24,561     $ 27,489     $ 36,476     $ 60,267     $ 116,101     $ 85,329  
                                                  

 

 

13


  

    AMG GW&K International Small Cap Fund

    Financial Highlights

     For a share outstanding throughout each fiscal period

 

    

 

 

     For the six
months ended
November 30,
    For the fiscal years ended May 31,  
  Class Z   

2022

(unaudited)

    2022     2021     2020     2019     20188  

  Net Asset Value, Beginning of Period

     $46.41       $59.44       $45.54       $52.43       $64.16       $49.54  

  Income (loss) from Investment Operations:

            

Net investment income (loss)1,2

     0.45       0.73       (0.00 )9      0.00 9       (0.19     (0.17 )3  

Net realized and unrealized gain (loss) on investments

     (1.96     (13.27     13.90       (6.88     (7.01     14.79  

Total income (loss) from investment operations

     (1.51     (12.54     13.90       (6.88     (7.20     14.62  

  Less Distributions to Shareholders from:

            

Net investment income

           (0.49                        

Net realized gain on investments

                       (0.01     (4.53      

Total distributions to shareholders

           (0.49           (0.01     (4.53      

  Net Asset Value, End of Period

     $44.90       $46.41       $59.44       $45.54       $52.43       $64.16  

  Total Return2,4

     (3.28 )%5      (21.22 )%      30.52     (13.13 )%      (10.73 )%      29.51

Ratio of net expenses to average net assets

     0.89 %6      0.89     0.89     0.89     0.89     0.89

Ratio of gross expenses to average net assets7

     1.32 %6      1.20     1.06     0.98     0.95     1.01

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

     2.10 %6      1.34     (0.01 )%      0.00 %10      (0.32 )%      (0.28 )% 

Portfolio turnover

     13 %5       26     236     96     96     89

Net assets end of period (000’s) omitted

     $2,762       $2,682       $4,256       $23,477       $26,724       $23,412  
                                                  

 

1 

Per share numbers have been calculated using average shares.

 

2 

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

 

3 

Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.26), $(0.23), and $(0.19) for Class N, Class I and Class Z shares, respectively.

 

4 

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

 

5 

Not annualized.

 

6 

Annualized.

 

7 

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

 

8 

Commencement of operations was on May 31, 2017.

 

9 

Less than $0.005 or $(0.005) per share.

 

10 

Less than 0.005%.

 

 

14


    

    

Notes to Financial Statements (unaudited)

November 30, 2022

 

    

 

1. ORGANIZATION AND 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 is AMG GW&K International Small Cap Fund (the “Fund”).

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

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

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

a. VALUATION OF INVESTMENTS

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

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

The Fund’s portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of

 

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

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

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

Effective September 8, 2022, the Fund adopted the requirements of Rule 2a-5 under the 1940 Act (“Rule 2a-5”), which the Fund’s Board designated the Fund’s Investment Manager as the Fund’s Valuation Designee to perform the Fund’s fair value determinations. Such determinations are subject to Board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Investment Manager’s fair value determinations. Other than the designation of the Investment Manager as the Valuation Designee, the Fund’s adoption of Rule 2-a5 did not impact how the Fund determines fair value or the carrying amount of investments held in the Fund.

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

 

 

 

15


    

    

Notes to Financial Statements (continued)

 

    

 

that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

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

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

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

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

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date, and if after the fact, as soon as the Fund becomes aware of the ex-dividend date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to the Fund are apportioned among the funds in the Trust and other trusts or funds within the AMG Funds Family of Funds (collectively the “AMG Funds Family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in

December. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. There were no permanent differences during the year. Temporary differences are due to the mark-to-market of passive foreign investment companies and wash sales.

At November 30, 2022, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The approximate cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

 

  Cost   Appreciation     Depreciation     Net Depreciation  
  $38,973,218   $ 1,824,334       $(8,216,485)     $ (6,392,151)  

e. FEDERAL TAXES

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

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

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

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

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

 

        Short-Term     Long-Term     Total  
  $8,455,080             $8,455,080  
 

 

 

16


    

    

Notes to Financial Statements (continued)

 

    

 

g. CAPITAL STOCK

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

For the six months ended November 30, 2022 (unaudited) and the fiscal year ended May 31, 2022, the capital stock transactions by class for the Fund were as follows:

 

     November 30, 2022      May 31, 2022  
     Shares      Amount      Shares      Amount  

Class N:

           

Shares sold

     3,659         $144,051         7,037         $352,671   

Shares issued in reinvestment of distributions

     —         —         469         23,610   

Shares redeemed

     (9,431)        (361,416)        (48,037)        (2,439,987)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net decrease

     (5,772)        $(217,365)        (40,531)        $(2,063,706)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Class I:

           

Shares sold

     61,625         $2,649,670         187,710         $10,494,491   

Shares issued in reinvestment of distributions

     —         —         4,340         238,917   

Shares redeemed

     (106,679)        (4,462,730)        (213,981)        (11,401,789)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net decrease

     (45,054)        $(1,813,060)        (21,931)        $(668,381)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Class Z:

           

Shares sold

     4,796         $202,502         562         $31,279   

Shares issued in reinvestment of distributions

     —         —         41         2,259   

Shares redeemed

     (1,045)        (41,835)        (14,429)        (845,954)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease)

     3,751         $160,667        (13,826)        $(812,416)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

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

At November 30, 2022, the market value of Repurchase Agreements outstanding was $2,195,322.

i. FOREIGN CURRENCY TRANSLATION

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

The Fund does not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from the fluctuations in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

The Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is

 

 

 

17


    

    

Notes to Financial Statements (continued)

 

    

 

 

responsible for the Fund’s overall administration and operations. The Investment Manager selects one or more subadvisers for the Fund (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. The Fund’s investment portfolio is managed by GW&K Investment Management, LLC (“GW&K”), who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in GW&K.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the six months ended November 30, 2022, the Fund paid an investment management fee at the annual rate of 0.69% of the average daily net assets of the Fund. The fee paid to GW&K for its services as subadviser is paid out of the fee the Investment Manager receives from the Fund and does not increase the expenses of the Fund.

The Investment Manager has contractually agreed, through at least October 1, 2023, to waive management fees and/or pay or reimburse fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts and in connection with securities sold short), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, dividends payable with respect to securities sold short, acquired fund fees and expenses and extraordinary expenses) of 0.89% of the Fund’s average daily net assets (this annual rate or such other annual rate that may be in effect from time to time, the “Expense Cap”), subject to later reimbursement by the Fund in certain circumstances.

In general, for a period of up to 36 months after the date any amounts are paid, waived or reimbursed by the Investment Manager, the Investment Manager may recover such amounts from the Fund, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed either (i) the Expense Cap in effect at the time such amounts were paid, waived or reimbursed, or (ii) the Expense Cap in effect at the time of such repayment by the Fund.

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

At November 30, 2022, the Fund’s expiration of reimbursements subject to recoupment is as follows:

 

  Expiration

  Period

      

  Less than 1 year

   $ 124,849  

  1-2 years

     130,899  

  2-3 years

     139,579  
  

 

 

 

  Total

   $ 395,327  
  

 

 

 

The Trust, on behalf of the Fund, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all non-portfolio

management aspects of managing the Fund’s operations, including administration and shareholder services to the Fund. The Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service.

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

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

The impact on the annualized expense ratios for the six months ended November 30, 2022, were as follows:

 

     Maximum Annual
Amount
Approved
     Actual
Amount
Incurred
 

  Class N

     0.25%        0.25%  

  Class I

     0.10%        0.10%  

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

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits certain eligible funds in the AMG Funds Family to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds Family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. The interest earned and interest paid on interfund loans are included on the Statement of Operations as interest income and interest expense, respectively. At November 30, 2022, the Fund had no interfund loans outstanding.

 

 

 

 

18


    

    

Notes to Financial Statements (continued)

 

    

 

The Fund utilized the interfund loan program during the six months ended November 30, 2022 as follows:

 

Average     Number     Interest     Average  
Lent     of Days     Earned     Interest Rate  
  $545,131       4       $190       3.188%  

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, 2022, were $4,042,308 and $5,762,672, respectively.

The Fund had no purchases or sales of U.S. Government Obligations during the six months ended November 30, 2022.

4. PORTFOLIO SECURITIES LOANED

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

The value of securities loaned on positions held, cash collateral and securities collateral received at November 30, 2022, were as follows:

 

      Cash     Securities     Total  
Securities     Collateral     Collateral     Collateral  
Loaned     Received     Received     Received  
  $1,348,209       $1,391,322             $1,391,322  

5. FOREIGN SECURITIES

The Fund invests in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity. The Fund’s investments in emerging market countries are exposed to additional risks. The Fund’s performance will be influenced by political, social and economic factors affecting companies in emerging market countries. Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. Realized gains in certain countries may be subject to foreign taxes at the Fund level and the Fund would pay such foreign taxes at the appropriate rate for each jurisdiction.

6. GEOGRAPHICAL FOCUS NOTE

The Fund is highly susceptible to the social, political, economic, regulatory and other conditions or events that may affect Japan’s economy. The Japanese economy is heavily dependent upon international trade, and, therefore, is particularly exposed to the risks of currency fluctuation, foreign trade policy and regional and global economic disruption, including the risk of increased tariffs, embargoes, and other trade limitations or factors. Japanese government policy has been characterized by economic regulation, intervention, protectionism and large government deficits. The Japanese economy is also challenged by an unstable financial services sector, highly leveraged corporate balance sheets and extensive cross ownership among major corporations. Structural social and labor market changes, including an aging workforce, population decline and traditional aversion to labor mobility may adversely affect Japan’s economic competitiveness and growth potential. The potential for natural disasters, such as earthquakes, volcanic eruptions, typhoons and tsunamis, could also have significant negative effects on Japan’s economy. The Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund and may result in losses.

7. COMMITMENTS AND CONTINGENCIES

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

 

 

 

 

19


    

    

Notes to Financial Statements (continued)

 

    

 

8. MASTER NETTING AGREEMENTS

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

The following table is a summary of the Fund’s open Repurchase Agreements that are subject to a master netting agreement as of November 30, 2022:

 

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

Net

Asset

Balance

   Collateral
Received
   Net
Amount

    

                        

Daiwa Capital Markets America

       $391,322                   $391,322          $391,322           

RBC Dominion Securities, Inc.

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

Fixed Income Clearing Corp.

       804,000                   804,000          804,000           
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total

       $2,195,322                   $2,195,322          $2,195,322           
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

9. SUBSEQUENT EVENTS

The Fund has determined that no material events or transactions occurred

through the issuance date of the Fund’s financial statements which require an

additional disclosure in or adjustment of the Fund’s financial statements.

 

 

20


  

    

Annual Renewal of Investment Management and Subadvisory Agreements

 

    

 

 

AMG GW&K International Small Cap Fund: Approval of Investment Management Agreement and Subadvisory Agreement on June 22, 2022

 

At an in-person meeting held on June 22, 2022, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of AMG Funds III (the “Trust”) (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for AMG GW&K International Small Cap Fund (the “Fund”) and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 (collectively, the “Investment Management Agreement”); and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, with the Subadviser for the Fund (the “Subadvisory Agreement”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreement and Subadvisory Agreement, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and the Subadviser, including the nature, extent and quality of services, comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for the Fund (the “Peer Group”), performance information for the relevant benchmark index for the Fund (the “Fund Benchmark”), other relevant matters, and other information provided to them on a periodic basis throughout the year. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreement; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

 

NATURE, EXTENT AND QUALITY OF SERVICES

 

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, information about its supervisory and professional staff and descriptions

  

of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Fund and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreement and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Fund; (b) the quality of the Investment Manager’s oversight of the performance by the Subadviser of its portfolio management duties; (c) the Investment Manager’s ability to supervise the Fund’s other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to the Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect to the Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person, telephonic or videoconference diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trust in developing and reviewing information with respect to the initial approval of the Subadvisory Agreement and annual consideration of the Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to, or replacements of, the Subadviser or potential additional subadvisers, including performing appropriate due diligence, and developing and presenting to the Board a recommendation as to any such successor,

  

replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain a contractual expense limitation for the Fund. The Trustees also considered the Investment Manager’s risk management processes.

 

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

 

PERFORMANCE

 

The Board considered the Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark, considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes a similar investment strategy and approach, and noted that the Board reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio

 

 

21


  

    

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

 

    

 

 

composition, as well as the Subadviser’s Investment Strategy. The Board was mindful of the Investment Manager’s expertise, resources and attention to monitoring the Subadviser’s performance, investment style and risk-adjusted performance with respect to the Fund and its discussions with the management of the Fund’s subadviser during the period regarding the factors that contributed to the performance of the Fund.

 

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2022 was below, below, below, and above, respectively, the median performance of the Peer Group and below, below, below, and above, respectively, the performance of the Fund Benchmark, the MSCI World ex USA Small Cap Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance. The Trustees noted that the Fund’s longer-term 10-year returns are ahead of the Fund Benchmark and the 10-year returns for Class I shares of the Fund are ahead of the Peer Group median. The Trustees also took into account the fact that the Fund’s subadviser, investment strategy, and Fund Benchmark changed effective October 8, 2020, and that the performance information prior to that date reflected that of the Fund’s prior subadviser and investment strategy. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of the Fund’s investment objective, strategies, and policies.

 

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

 

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager at the June 22, 2022 and prior meetings setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to the Fund), received by the Investment Manager and its affiliates attributable to managing the Fund and all the mutual funds in the AMG Funds Family of Funds; the cost of providing such services; the significant risks undertaken as Investment Manager and sponsor of the Fund, including investment, operational, enterprise, entrepreneurial, litigation,

  

regulatory and compliance risks; and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to the Fund. The Trustees also noted payments are made from the Subadviser to the Investment Manager, and other payments are made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset level of the Fund, and the impact on profitability of both the current asset level and any future growth of assets of the Fund.

 

In considering the cost of services to be provided by the Investment Manager under the Investment Management Agreement and the profitability to the Investment Manager of its relationship with the Fund, the Trustees noted the undertaking by the Investment Manager to maintain a contractual expense limitation for the Fund. The Board also took into account management’s discussion of the advisory fee structure, and the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as the Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

 

In considering the reasonableness of the subadvisory fee payable by the Investment Manager to the Subadviser, the Trustees reviewed information regarding the cost to the Subadviser of providing subadvisory services to the Fund and the resulting profitability from the relationship. The Trustees noted that, because the Subadviser is an affiliate of the Investment Manager, a portion of the Subadviser’s revenues or profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the subadvisory fee structure, and the services the Subadviser provides in performing its functions under the Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the profitability to the Subadviser is reasonable and that the Subadviser is not realizing material benefits from

  

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

 

The Trustees noted that the management fees (which include both the advisory and administration fees) and total expenses (net of applicable expense waivers/reimbursements) of Class I shares of the Fund as of March 31, 2022 were both 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, 2023, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.89%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

 

*    *    *    *    *

 

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

 

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and the Subadvisory Agreement would be in the best interests of the Fund and its shareholders.

Accordingly, on June 22, 2022, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for the Fund.

 

 

22


 

 

 

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LOGO

 

    

 

INVESTMENT MANAGER AND ADMINISTRATOR

 

AMG Funds LLC

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

DISTRIBUTOR

 

AMG Distributors, Inc.

680 Washington Blvd., Suite 500

Stamford, CT 06901

800.548.4539

 

SUBADVISER

 

GW&K Investment Management, LLC

222 Berkeley St.

Boston, MA 02116

 

CUSTODIAN

 

The Bank of New York Mellon

Mutual Funds Custody

6023 Airport Road

Oriskany, NY 13424

 

LEGAL COUNSEL

 

Ropes &GrayLLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

  

TRANSFER AGENT

 

BNY Mellon Investment Servicing (US) Inc. Attn: AMG Funds

4400 Computer Drive

Westborough, MA 01581

800.548.4539

 

TRUSTEES

 

Bruce B. Bingham

Kurt A. Keilhacker

Steven J. Paggioli

Eric Rakowski

Victoria L. Sassine

Garret W. Weston

  

This report is prepared for the Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.548.4539. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

 

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

 

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

 

For information regarding the Fund’s proxy voting record for the 12-month period ended June 30, call 800.548.4539 or visit the SEC website at sec.gov. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Fund’s portfolio holdings on Form N-PORT are available on the SEC’s website at sec.gov and the Fund’s website at amgfunds.com. To review a complete list of the Fund’s portfolio holdings, or to view the most recent semiannual report or annual report, please visit amgfunds.com.

 

 

 

      amgfunds.com                |   


LOGO

 

    

 

BALANCED FUNDS

AMG GW&K Global Allocation

GW&K Investment Management, LLC

 

EQUITY FUNDS

AMG Beutel Goodman International Equity

Beutel, Goodman & Company Ltd.

 

AMG Boston Common Global Impact

Boston Common Asset Management, LLC

 

AMG Frontier Small Cap Growth

Frontier Capital Management Co., LLC

 

AMG GW&K Small Cap Core

AMG GW&K Small Cap Value

AMG GW&K Small/Mid Cap

AMG GW&K Small/Mid Cap Growth

AMG GW&K Emerging Markets Equity

AMG GW&K Emerging Wealth Equity

AMG GW&K International Small Cap

GW&K Investment Management, LLC

 

AMG Montrusco Bolton Large Cap Growth

Montrusco Bolton Investments, Inc.

 

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

      

AMG River Road Dividend All Cap Value

AMG River Road Focused Absolute Value

AMG River Road International Value Equity

AMG River Road Large Cap Value Select

AMG River Road Mid Cap Value

AMG River Road Small-Mid Cap

Value AMG River Road Small Cap Value

River Road Asset Management, LLC

 

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare Global Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

 

AMG Veritas Asia Pacific

AMG Veritas China

AMG Veritas Global Focus

AMG Veritas Global Real Return

Veritas Asset Management LLP

 

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Global

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

    

FIXED INCOME FUNDS

AMG Beutel Goodman Core Plus Bond

Beutel, Goodman & Company Ltd.

 

AMG GW&K CoreBondESG

AMG GW&K Enhanced Core Bond ESG

AMG GW&K ESG Bond

AMG GW&K HighIncome

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

 

 

 

 

      amgfunds.com                |    113022                SAR065


Item 2.

CODE OF ETHICS

Not applicable for the semi-annual shareholder report.

 

Item 3.

AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for the semi-annual shareholder report.

 

Item 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for the semi-annual shareholder report.

 

Item 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

 

Item 6.

SCHEDULE OF INVESTMENTS

The schedule of investments in unaffiliated issuers as of the close of the reporting period is included as part of the shareholder report contained in Item 1 hereof.

 

Item 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

 

Item 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

 

Item 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS

Not applicable.

 

Item 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


Item 11.

CONTROLS AND PROCEDURES

 

  (a)

The registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

  (b)

There were no changes in the registrant’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

 

Item 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

 

Item 13.

EXHIBITS

 

(a)(1)   Not applicable.
(a)(2)   Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940—Filed herewith.
(a)(3)   Not applicable.
(b)   Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940—Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMG FUNDS III

 

By:   /s/ Keitha L. Kinne
  Keitha L. Kinne, Principal Executive Officer

Date: February 2, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:   /s/ Keitha L. Kinne
  Keitha L. Kinne, Principal Executive Officer

Date: February 2, 2023

 

By:   /s/ Thomas Disbrow
  Thomas Disbrow, Principal Financial Officer

Date: February 2, 2023

EX-99.CERT 2 d439513dex99cert.htm SECTION 302 CERTIFICATIONS Section 302 Certifications

CERTIFICATION FILED AS EXHIBIT 13(a)(2) TO FORM N-CSR

I, Keitha L. Kinne, certify that:

1. I have reviewed this report on Form N-CSR of AMG Funds III;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 2, 2023

 

/s/ Keitha L. Kinne
Keitha L. Kinne
Principal Executive Officer


CERTIFICATION FILED AS EXHIBIT 13(a)(2) TO FORM N-CSR

I, Thomas Disbrow, certify that:

1. I have reviewed this report on Form N-CSR of AMG Funds III;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 2, 2023

 

/s/ Thomas Disbrow
Thomas Disbrow
Principal Financial Officer
EX-99.906 CERT 3 d439513dex99906cert.htm SECTION 906 CERTIFICATIONS Section 906 Certifications

CERTIFICATION FILED AS EXHIBIT 13(B) TO FORM N-CSR

Name of Issuer: AMG FUNDS III –AMG GW&K INTERNATIONAL SMALL CAP FUND

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to her knowledge, that:

 

  1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

 

Dated: February 2, 2023                  

/s/ Keitha L. Kinne

     Keitha L. Kinne
     Principal Executive Officer


CERTIFICATION FILED AS EXHIBIT 13(B) TO FORM N-CSR

Name of Issuer: AMG FUNDS III –AMG GW&K INTERNATIONAL SMALL CAP FUND

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his knowledge, that:

 

  1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

 

Dated: February 2, 2023                  

/s/ Thomas Disbrow

     Thomas Disbrow
     Principal Financial Officer
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