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 – May 31, 2023

(Annual Shareholder Report)

Item 1. Reports to Shareholders

     ANNUAL REPORT

AMG Funds

May 31, 2023

AMG GW&K International Small Cap Fund

Class N: MECAX       |      Class I: MECIX       |      Class Z: MECZX

    amgfunds.com             053123             AR065

AMG Funds

Annual Report — May 31, 2023

TABLE OF CONTENTS	PAGE
LETTER TO SHAREHOLDERS		2
ABOUT YOUR FUND’S EXPENSES		3
PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS AND SCHEDULE OF PORTFOLIO INVESTMENTS		4
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		11
Balance sheet, net asset value (NAV) per share computations and cumulative distributable earnings (loss)
Statement of Operations		13
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal year
Statements of Changes in Net Assets		14
Detail of changes in assets for the past two fiscal years
Financial Highlights		15
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes to Financial Statements		18
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		24
OTHER INFORMATION		25
TRUSTEES AND OFFICERS		26
FUNDS LIQUIDITY RISK MANAGEMENT PROGRAM		28

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

    Letter to Shareholders

Dear Shareholder:

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

The most recent fiscal year ended May 31, 2023, resulted in mixed returns for risk assets as global central banks raised interest rates to cool the economy and bring down inflation. Stocks and bonds declined in tandem in 2022 amid tighter monetary policy, increased geopolitical tension, and high volatility. Early 2023 brought a more favorable environment on optimism that easing inflation would allow the U.S. Federal Reserve (the Fed) to pause their interest rate hiking cycle and deliver an economic soft landing. While instability in the regional banking sector and political handwringing over the U.S. debt ceiling brought additional uncertainty, markets were resilient as volatility declined and stocks rallied to end the period.

The S&P 500^® Index gained 18.16% from the market bottom on October 12, 2022, and delivered a 2.92% return for the full fiscal year. The S&P 500’s modestly positive performance was driven in large part by a rally in large cap information technology stocks as the sector significantly outperformed with a 20.61% gain for the fiscal year. Communication services and industrials also outperformed with gains of 5.51% and 3.57%, respectively. Seven out of eleven sectors were negative as real estate underperformed with a -14.91% decline, followed by returns of -10.68% for materials, -9.96% for utilities, and -7.35% for energy. The strength in information technology drove Growth stocks to strongly outperform Value stocks with the Russell 1000^® Growth Index gaining 9.55% compared to the -4.55% return for the Russell 1000^® Value Index. Small cap stocks underperformed with the Russell 2000^® Index declining -4.68%. Outside the U.S., foreign developed markets delivered a positive 3.06% return for the MSCI EAFE Index.

The Bloomberg U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, fell -2.14% over the period as the Fed raised interest rates and the 10-year Treasury yield reached its highest point since 2008. Investment-grade corporate bonds lost -1.70% for the year, while agency mortgage-backed securities underperformed with a -2.68% return. High yield bonds held up better with a 0.05% return as measured by the return of the Bloomberg U.S. Corporate High Yield Bond Index. Municipal bonds outperformed the broader market with a 0.49% gain for the Bloomberg Municipal Bond Index.

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

Respectfully,

Keitha Kinne

President

AMG Funds

Average Annual Total Returns		Periods ended May 31, 2023*
Stocks:		1 Year		3 Years		5 Years
Large Cap	(S&P 500® Index)		2.92%		12.92%		11.01%
Small Cap	(Russell 2000® Index)		(4.68)%		9.23%		2.74%
International	(MSCI ACWI ex USA)		(1.41)%		7.23%		2.22%
Bonds:
Investment Grade	(Bloomberg U.S. Aggregate Bond Index)		(2.14)%		(3.65)%		0.81%
High Yield	(Bloomberg U.S. Corporate High Yield Bond Index)		0.05%		2.90%		3.10%
Tax-exempt	(Bloomberg Municipal Bond Index)		0.49%		(0.64)%		1.65%
Treasury Bills	(ICE BofAML U.S. 6-Month Treasury Bill Index)		3.06%		1.10%		1.61%

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

2

About Your Fund’s Expenses

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.   ACTUAL EXPENSES   The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During 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 May 31, 2023	Expense Ratio for the Period	Beginning Account Value 12/01/22	Ending Account Value 05/31/23	Expenses Paid During the Period*
AMG GW&K International Small Cap Fund
Based on Actual Fund Return
Class N	1.14%	$1,000	$1,032	$5.77
Class I	0.99%	$1,000	$1,032	$5.02
Class Z	0.89%	$1,000	$1,033	$4.51
Based on Hypothetical 5% Annual Return
Class N	1.14%	$1,000	$1,019	$5.74
Class I	0.99%	$1,000	$1,020	$4.99
Class Z	0.89%	$1,000	$1,020	$4.48
*  Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182), then divided by 365.

3

AMG GW&K International Small Cap Fund

Portfolio Manager’s Comments (unaudited)

AMG GW&K International Small Cap Fund (the “Fund”) Class N shares returned -0.36% during the fiscal year ended May 31, 2023, compared to the -5.16% return for the MSCI World ex USA Small Cap Index (the “Index”).   MARKET OVERVIEW   Last year was a story of two halves. International small cap stocks sold off in the first half due to the war in Ukraine, rising interest rates, inflation, and the impact of China’s chaotic COVID policy. However, the markets then bottomed out in late 2022 and have since been slowly recovering their losses as investors focus on improving company fundamentals. The U.S. Dollar Index (+2.5%) continued to be a headwind for returns (a stronger dollar hurts performance for U.S. based investors) and the MSCI World ex USA Small Cap Index fell -5.16% for the fiscal year ended May 31, 2023. Asia (-0.5%) held up, but Europe (-7.1%) and North America (-9.5%) were weak. Japan (+4.7%), the largest country weight in the Index and in our Fund, was a top-performing country. The Japanese market benefitted from improvements in capital allocation and shareholder returns, as the economy emerges from a three-decade funk, and the cyclical post-COVID rebound in its largest industries. After last year’s bounce, Canada’s (-9.4%) exposure to commodity and energy companies hurt returns. Within Europe the core markets of Germany (-12.1%), France (-10.1%), and the U.K. (-9.0%) all suffered from their exposure to the Ukraine war and rapidly increasing inflation. However, they were able to overcome the worst fears of energy shortages and have since rebounded sharply. Information technology (+0.4%) was the only sector higher, rebounding on positive growth sentiment in the second half. Real estate (-20.3%) continues to be under pressure from higher interest rates and energy (-15.1%) gave back some of last year’s gains.   FUND REVIEW   For the fiscal year ended May 31, 2023, the Fund outperformed the MSCI World ex USA Small Cap Index. The lack of exposure to commodity-driven companies, which hurt us last year, reversed and many of our packaging and building material holdings were able to pass through price increases as expected. Our overweight in Japan contributed as companies such as restaurant operator Gift Holdings and parking company Nippon Parking Development recovered with Japan’s emergence from lockdowns. Health care exposure hurt performance with several companies, such as Swedish Arjo and Sedana Medical, failing to execute on growth plans to our satisfaction. We have exited both positions. During the year, both Philippines cement company Eagle Cement and Japanese IT services firm Kanematsu Electronics were acquired for substantial premiums. Of particular note was the strong earnings-driven performance of Norwegian IT company Kitron, which remains attractively valued. Although, the Fund sold a portion of Kitron several times during the year to realize profits and to manage position size, the company remains the largest holding in the Fund.   OUTLOOK AND PORTFOLIO POSITIONING   After a year of mostly negative surprises and with the COVID era rapidly receding in the rear-view mirror, investors appear to be once again focused on        company fundamentals and less on macroeconomic and geopolitical events. Central bank policies and the path of interest rates will remain a key story for the next year. However, we believe that Japan equity markets may turn out to be the year’s main positive surprise. The Nikkei peaked in December of 1989 and more than three decades later new highs are finally within reach. The legendary Japanese bubble valuations, corporate borrowing binge, and real estate prices have been fully undone over time. Corporate attention to improving profitability is coinciding with a rise in shareholder engagement and institutional support from both the government and the Tokyo Stock Exchange. The Japanese realized that strong equity returns are essential to meet the retirement needs of their pensioners, and an end to decades of low inflation may finally drive domestic asset allocation toward stocks. Our Fund is modestly overweighted in Japan, but the Fund is looking to take advantage of the potential we are seeing to pick up even more world-class businesses at bargain prices.   This commentary reflects the viewpoints of the portfolio manager, GW&K Investment Management, LLC as of May 31, 2023, is not intended as a forecast or guarantee of future results, and is subject to change without notice.

4

AMG GW&K International Small Cap Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE

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

The table below shows the average annual total returns for the AMG GW&K International Small Cap Fund and the MSCI World ex USA Small Cap Index for the same time periods ended May 31, 2023.

Average Annual Total Returns1	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, 13, 14, 15, 16
Class N		(0.36%)		(4.68%)		5.66%		8.29%		04/01/96
Class I		(0.20%)		(4.54%)		5.84%		9.66%		06/25/93
Class Z		(0.13%)		(4.45%)		–		0.52%		05/31/17
MSCI World ex USA Small Cap Index17		(5.16%)		0.87%		5.23%		2.98%		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 values per share for the Fund and other information, please call 800.548.4539 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

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

^†  Date reflects the inception date of 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 May 31, 2023. All returns are in U.S. Dollars ($).

²  As of October 8, 2020, the Fund’s Subadviser 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 Subadviser, Cadence Capital Management LLC. The Fund’s past performance would have been different if the Fund were managed by the current Subadviser and strategy, and the Fund’s prior performance record might be less pertinent for investors considering whether to purchase shares of the Fund.

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

⁴  Investments in the Fund may be subject to many of the same risks as a direct investment in real estate. The stock prices of companies in the real estate industry, including REITs, are typically sensitive to changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, as well as the management skill and creditworthiness of the issuer. REITs also depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders and are subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

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

⁶  The prices of equity securities of companies that are expected to experience relatively rapid earnings growth, or “growth stocks,” may be more sensitive to market movements because the prices tend to reflect future investor expectations rather than just current profits.

⁷  Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. Dollar investment when converted back to U.S. Dollars and exposure to non-U.S. currencies may subject the Fund to the risk that those currencies will decline in value relative to the U.S. Dollar.

⁸  Market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including economic, political, or market conditions, or other factors including terrorism, war, natural disasters and the spread of infectious illness or other public health issues, including epidemics or pandemics such as the COVID-19 pandemic, or in response to events that affect particular industries or companies.

5

AMG GW&K International Small Cap Fund

Portfolio Manager’s Comments (continued)

⁹  Investments in foreign issuers involve additional risks (such as risks arising from less frequent trading, changes in political or social conditions, and less publicly available information about non-U.S. issuers) that differ from those associated with investments in U.S. issuers and may result in greater price volatility.   ¹⁰ Investments in emerging markets are subject to the general risks of foreign investments, as well as additional risks which can result in greater price volatility. Such additional risks include the risk that markets in emerging market countries are typically less developed and less liquid than markets in developed countries and such markets are subjected to increased economic, political, or regulatory uncertainties.   ¹¹ Issuers and companies that are in similar industry sectors may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.   ¹² Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time.   ¹³ To the extent the Fund focuses its investments in a particular country, group of countries or geographic region, the Fund is particularly susceptible to economic, political, regulatory or other events or conditions affecting such countries or region, and the Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund and may result in losses. Japan. 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.   ¹⁴ The Fund may not be able to dispose of particular investments, such as illiquid securities, readily at favorable times or prices or the Fund may have to sell them at a loss.   ¹⁵ Because the Fund is an actively managed investment portfolio, security selection or focus on securities in a particular style, market sector or group of companies may cause the Fund to incur        losses or underperform relative to its benchmarks or other funds with a similar investment objective. There can be no guarantee that the Subadviser’s investment techniques and risk analysis will produce the desired result.   ¹⁶ Changes in the general political and social environment of a country can have substantial effects on the value of investments exposed to that country.   ¹⁷ 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.

6

AMG GW&K International Small Cap Fund

Fund Snapshots (unaudited)

May 31, 2023

PORTFOLIO BREAKDOWN

Sector	% of Net Assets
Industrials	36.9
Information Technology	12.8
Consumer Staples	10.9
Materials	10.1
Consumer Discretionary	9.7
Communication Services	6.0
Health Care	4.9
Real Estate	3.5
Financials	2.8
Energy	1.3
Short-Term Investments	4.4
Other Assets, less Liabilities	(3.3)

TOP TEN HOLDINGS

Security Name	% of Net Assets
Kitron A.S.A. (Norway)	3.4
Rheinmetall AG (Germany)	2.7
Alliance Global Group, Inc. (Philippines)	2.5
Gift Holdings, Inc. (Japan)	2.4
Senshu Electric Co., Ltd. (Japan)	2.3
Paradox Interactive AB (Sweden)	2.1
Micro-Star International Co., Ltd. (Taiwan)	2.1
Vidrala, S.A. (Spain)	2.0
Nippon Parking Development Co., Ltd. (Japan)	1.9
UT Group Co., Ltd. (Japan)	1.8
Top Ten as a Group	23.2

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

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

7

AMG GW&K International Small Cap Fund

Schedule of Portfolio Investments

May 31, 2023

	Shares		Value
Common Stocks - 98.9%
Communication Services - 6.0%
Embracer Group AB (Sweden)*,1		97,094		$224,177
Enad Global 7 AB (Sweden)*		136,928		369,754
IPSOS (France)		8,660		424,386
Nihon Falcom Corp. (Japan)		42,125		368,451
Paradox Interactive AB (Sweden)		31,450		766,847
Total Communication Services				2,153,615
Consumer Discretionary - 9.7%
Garrett Motion, Inc. (Switzerland)*,1		75,365		624,022
Gift Holdings, Inc. (Japan)		22,737		855,996
Hamee Corp. (Japan)1		53,508		365,281
Max Stock, Ltd. (Israel)		179,967		360,006
Mazda Motor Corp. (Japan)		58,655		497,592
MIPS AB (Sweden)1		5,415		271,629
Yossix Holdings Co., Ltd. (Japan)		30,904		490,828
Total Consumer Discretionary				3,465,354
Consumer Staples - 10.9%
Becle SAB de CV (Mexico)		263,750		622,807
First Pacific Co., Ltd. (Hong Kong)		1,196,432		447,750
Grupo Herdez SAB de CV (Mexico)		192,031		477,119
Hilton Food Group PLC (United Kingdom)		41,990		380,197
Kusuri no Aoki Holdings Co., Ltd. (Japan)		10,275		509,526
Nissin Foods Co. Ltd. (Hong Kong)		575,250		499,717
Royal Unibrew A/S (Denmark)		5,746		490,281
Sarantis, S.A. (Greece)		59,613		472,805
Total Consumer Staples				3,900,202
Energy - 1.3%
Diversified Energy Co. PLC (United States)		434,650		460,121
Financials - 2.8%
BFF Bank S.P.A. (Italy)2		44,034		457,332
Omni Bridgeway, Ltd. (Australia)*		306,051		535,680
Total Financials				993,012
Health Care - 4.9%
Ergomed PLC (United Kingdom)*		35,852		452,775
Haw Par Corp., Ltd. (Singapore)		62,800		428,858
Riverstone Holdings, Ltd. (Singapore)		735,400		330,789
Siegfried Holding AG (Switzerland)		668		530,330
Total Health Care				1,742,752
Industrials - 36.9%
ADENTRA, Inc. (Canada)1		26,049		539,018
Alliance Global Group, Inc. (Philippines)		3,821,916		902,207
Calian Group, Ltd. (Canada)		11,182		486,571

	Shares		Value
Clarkson PLC (United Kingdom)		13,436		$478,848
Creek & River Co., Ltd. (Japan)		39,600		543,966
Delta Plus Group (France)		6,609		529,827
DMG Mori Co., Ltd. (Japan)		37,200		621,113
Fluidra, S.A. (Spain)1		14,347		254,832
FULLCAST Holdings Co., Ltd. (Japan)		34,900		555,244
GVS S.P.A. (Italy)*,2		71,412		443,631
Hosokawa Micron Corp. (Japan)		19,550		381,593
Howden Joinery Group PLC (United Kingdom)		70,470		576,090
Inabata & Co., Ltd. (Japan)		26,900		555,380
Nippon Concept Corp. (Japan)		44,721		515,644
Nippon Parking Development Co., Ltd. (Japan)		402,675		672,491
Nisso Corp. (Japan)		89,100		540,698
Rheinmetall AG (Germany)		3,795		961,387
Richelieu Hardware, Ltd. (Canada)		18,850		590,703
RS GROUP PLC (United Kingdom)		37,800		374,494
Senshu Electric Co., Ltd. (Japan)		35,740		807,050
Stabilus SE (Germany)		8,446		504,669
Ten Pao Group Holdings, Ltd. (China)		2,237,700		288,627
UT Group Co., Ltd. (Japan)*		33,600		661,383
Yamazen Corp. (Japan)		58,175		424,220
Total Industrials				13,209,686
Information Technology - 12.8%
Ai Holdings Corp. (Japan)		31,550		514,061
Argo Graphics, Inc. (Japan)		18,425		522,938
Digital Hearts Holdings Co., Ltd. (Japan)		52,575		490,333
Digital Information Technologies Corp. (Japan)		46,146		487,592
Esprinet S.P.A. (Italy)		54,758		346,016
Incap Oyj (Finland)1		24,027		258,742
Kitron A.S.A. (Norway)		295,469		1,214,173
Micro-Star International Co., Ltd. (Taiwan)		137,500		741,615
Total Information Technology				4,575,470
Materials - 10.1%
Corticeira Amorim SGPS, S.A. (Portugal)		53,848		566,372
Elopak A.S.A. (Norway)		196,551		432,050
Hill & Smith PLC (United Kingdom)		32,191		583,330
Huhtamaki Oyj (Finland)1		17,116		560,028
Marshalls PLC (United Kingdom)		93,299		352,315
Mayr Melnhof Karton AG (Austria)		2,824		410,492
Vidrala, S.A. (Spain)		7,550		717,340
Total Materials				3,621,927
Real Estate - 3.5%
Altus Group, Ltd. (Canada)		14,037		456,732

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

8

AMG GW&K International Small Cap Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Real Estate - 3.5% (continued)
Far East Consortium International, Ltd. (Hong Kong)		2,346,714		$593,453
PATRIZIA SE (Germany)		23,987		212,325
Total Real Estate				1,262,510
Total Common Stocks (Cost $40,689,219)				35,384,649
	Principal Amount
Short-Term Investments - 4.4%
Joint Repurchase Agreements - 2.4%3
RBC Dominion Securities, Inc., dated 05/31/23, due 06/01/23, 5.060% total to be received $833,000 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.000%, 05/15/24 -04/20/53, totaling $849,541)		$832,883		832,883

	Principal Amount		Value
Repurchase Agreements - 2.0%
Fixed Income Clearing Corp. dated 05/31/23, due 06/01/23, 4.900% total to be received $720,098 (collateralized by a U.S. Treasury, 0.000%, 06/13/23, totaling $734,487)		$720,000		$720,000
Total Short-Term Investments (Cost $1,552,883)				1,552,883
Total Investments - 103.3% (Cost $42,242,102)				36,937,532
Other Assets, less Liabilities - (3.3)%				(1,174,069	)
Net Assets - 100.0%				$35,763,463

* Non-income producing security.

¹  Some of these securities, amounting to $1,709,104 or 4.8% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

²  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 May 31, 2023, the value of these securities amounted to $900,963 or 2.5% of net assets.

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.

9

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 May 31, 2023:

	Level 1		Level 21		Level 3		Total
Investments in Securities
Common Stocks
Industrials		$2,913,594		$10,296,092		–		$13,209,686
Information Technology		–		4,575,470		–		4,575,470
Consumer Staples		1,572,731		2,327,471		–		3,900,202
Materials		998,422		2,623,505		–		3,621,927
Consumer Discretionary		624,022		2,841,332		–		3,465,354
Communication Services		766,847		1,386,768		–		2,153,615
Health Care		–		1,742,752		–		1,742,752
Real Estate		456,732		805,778		–		1,262,510
Financials		–		993,012		–		993,012
Energy		460,121		–		–		460,121
Short-Term Investments
Joint Repurchase Agreements		–		832,883		–		832,883
Repurchase Agreements		–		720,000		–		720,000
Total Investments in Securities		$7,792,469		$29,145,063		–		$36,937,532

¹  An external pricing service is used to reflect any impact on security value due to market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets.

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

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

Country	% of Long-Term Investments
Australia	1.5
Austria	1.2
Canada	5.9
China	0.8
Denmark	1.4
Finland	2.3
France	2.7
Germany	4.7
Greece	1.3
Hong Kong	4.4
Israel	1.0
Italy	3.5
Japan	32.2

Country	% of Long-Term Investments
Mexico	3.1
Norway	4.7
Philippines	2.6
Portugal	1.6
Singapore	2.1
Spain	2.7
Sweden	4.6
Switzerland	3.3
Taiwan	2.1
United Kingdom	9.0
United States	1.3
	100.0

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

10

Statement of Assets and Liabilities

May 31, 2023

	AMG GW&K International Small Cap Fund
Assets:
Investments at value1 (including securities on loan valued at $1,709,104)		$36,937,532
Cash		155
Foreign currency2		15,402
Receivable for investments sold		106,575
Dividend and interest receivables		179,520
Securities lending income receivable		1,682
Receivable for Fund shares sold		192
Receivable from affiliate		8,141
Prepaid expenses and other assets		13,202
Total assets		37,262,401
Liabilities:
Payable upon return of securities loaned		832,883
Payable for investments purchased		566,781
Payable for Fund shares repurchased		840
Accrued expenses:
Investment advisory and management fees		21,685
Administrative fees		4,714
Shareholder service fees		3,365
Other		68,670
Total liabilities		1,498,938
Commitments and Contingencies (Notes 2 & 7)
Net Assets		$35,763,463
1 Investments at cost		$42,242,102
2 Foreign currency at cost		$15,333

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

11

  Statement of Assets and Liabilities (continued)

	AMG GW&K International Small Cap Fund
Net Assets Represent:
Paid-in capital		$52,303,434
Total distributable loss		(16,539,971	)
Net Assets		$35,763,463
Class N:
Net Assets		$4,268,305
Shares outstanding		102,750
Net asset value, offering and redemption price per share		$41.54
Class I:
Net Assets		$27,889,329
Shares outstanding		612,287
Net asset value, offering and redemption price per share		$45.55
Class Z:
Net Assets		$3,605,829
Shares outstanding		78,912
Net asset value, offering and redemption price per share		$45.69

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

12

  Statement of Operations

  For the fiscal year ended May 31, 2023

	AMG GW&K International Small Cap Fund
Investment Income:
Dividend income		$958,575
Interest income		40,325
Securities lending income		24,831
Foreign withholding tax		(98,566	)
Total investment income		925,165
Expenses:
Investment advisory and management fees		228,302
Administrative fees		49,631
Shareholder servicing fees - Class N		10,791
Shareholder servicing fees - Class I		25,652
Custodian fees		43,655
Registration fees		42,362
Professional fees		33,046
Reports to shareholders		20,884
Trustee fees and expenses		2,288
Transfer agent fees		2,072
Miscellaneous		4,248
Total expenses before offsets		462,931
Expense reimbursements		(131,768	)
Net expenses		331,163
Net investment income		594,002
Net Realized and Unrealized Loss:
Net realized loss on investments		(2,706,760	)
Net realized loss on foreign currency transactions		(24,406	)
Net change in unrealized appreciation/depreciation on investments		1,657,323
Net change in unrealized appreciation/depreciation on foreign currency translations		(2,525	)
Net realized and unrealized loss		(1,076,368	)
Net decrease in net assets resulting from operations		$(482,366	)

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

13

  Statements of Changes in Net Assets

  For the fiscal years ended May 31,

	AMG GW&K International Small Cap Fund
	2023			2022
Decrease in Net Assets Resulting From Operations:
Net investment income		$594,002			$541,240
Net realized gain (loss) on investments		(2,731,166	)		2,347,377
Net change in unrealized appreciation/depreciation on investments		1,654,798			(13,108,179	)
Net decrease in net assets resulting from operations		(482,366	)		(10,219,562	)
Distributions to Shareholders:
Class N		(56,696	)		(24,095	)
Class I		(328,079	)		(239,344	)
Class Z		(39,970	)		(28,022	)
Total distributions to shareholders		(424,745	)		(291,461	)
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		1,796,425			(3,544,503	)
Total increase (decrease) in net assets		889,314			(14,055,526	)
Net Assets:
Beginning of year		34,874,149			48,929,675
End of year		$35,763,463			$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.

14

  AMG GW&K International Small Cap Fund

  Financial Highlights

  For a share outstanding throughout each fiscal year

	For the fiscal years ended May 31,
Class N	2023			2022			2021			2020			2019
Net Asset Value, Beginning of Year		$42.25			$53.97			$41.45			$47.84			$59.14
Income (loss) from Investment Operations:
Net investment income (loss)1,2		0.67			0.54			(0.12	)		(0.11	)		(0.30	)
Net realized and unrealized gain (loss) on investments		(0.84	)		(12.07	)		12.64			(6.27	)		(6.47	)
Total income (loss) from investment operations		(0.17	)		(11.53	)		12.52			(6.38	)		(6.77	)
Less Distributions to Shareholders from:
Net investment income		(0.54	)		(0.19	)		–			–			–
Net realized gain on investments		–			–			–			(0.01	)		(4.53	)
Total distributions to shareholders		(0.54	)		(0.19	)		–			(0.01	)		(4.53	)
Net Asset Value, End of Year		$41.54			$42.25			$53.97			$41.45			$47.84
Total Return2,3		(0.36	)%		(21.41	)%		30.20	%		(13.35	)%		(10.92	)%
Ratio of net expenses to average net assets		1.14	%		1.14	%		1.14	%		1.13	%		1.11	%
Ratio of gross expenses to average net assets4		1.54	%		1.45	%		1.31	%		1.22	%		1.17	%
Ratio of net investment income (loss) to average net assets2		1.66	%		1.09	%		(0.26	)%		(0.24	)%		(0.54	)%
Portfolio turnover		25	%		26	%		236	%		96	%		96	%
Net assets end of year (000’s) omitted		$4,268			$4,704			$8,198			$11,651			$32,440

15

  AMG GW&K International Small Cap Fund

  Financial Highlights

  For a share outstanding throughout each fiscal year

	For the fiscal years ended May 31,
Class I	2023			2022			2021			2020			2019
Net Asset Value, Beginning of Year		$46.26			$59.20			$45.40			$52.32			$64.10
Income (loss) from Investment Operations:
Net investment income (loss)1,2		0.80			0.68			(0.05	)		(0.05	)		(0.25	)
Net realized and unrealized gain (loss) on investments		(0.91	)		(13.23	)		13.85			(6.86	)		(7.00	)
Total income (loss) from investment operations		(0.11	)		(12.55	)		13.80			(6.91	)		(7.25	)
Less Distributions to Shareholders from:
Net investment income		(0.60	)		(0.39	)		–			–			–
Net realized gain on investments		–			–			–			(0.01	)		(4.53	)
Total distributions to shareholders		(0.60	)		(0.39	)		–			(0.01	)		(4.53	)
Net Asset Value, End of Year		$45.55			$46.26			$59.20			$45.40			$52.32
Total Return2,3		(0.20	)%		(21.31	)%		30.39	%		(13.22	)%		(10.82	)%
Ratio of net expenses to average net assets		0.99	%		0.99	%		0.98	%		0.99	%		0.99	%
Ratio of gross expenses to average net assets4		1.39	%		1.30	%		1.15	%		1.08	%		1.05	%
Ratio of net investment income (loss) to average net assets2		1.81	%		1.24	%		(0.10	)%		(0.10	)%		(0.42	)%
Portfolio turnover		25	%		26	%		236	%		96	%		96	%
Net assets end of year (000’s) omitted		$27,889			$27,489			$36,476			$60,267			$116,101

16

  AMG GW&K International Small Cap Fund

  Financial Highlights

  For a share outstanding throughout each fiscal year

	For the fiscal years ended May 31,
Class Z	2023			2022			2021			2020			2019
Net Asset Value, Beginning of Year		$46.41			$59.44			$45.54			$52.43			$64.16
Income (loss) from Investment Operations:
Net investment income (loss)1,2		0.85			0.73			(0.00	)5		0.00	5		(0.19	)
Net realized and unrealized gain (loss) on investments		(0.92	)		(13.27	)		13.90			(6.88	)		(7.01	)
Total income (loss) from investment operations		(0.07	)		(12.54	)		13.90			(6.88	)		(7.20	)
Less Distributions to Shareholders from:
Net investment income		(0.65	)		(0.49	)		–			–			–
Net realized gain on investments		–			–			–			(0.01	)		(4.53	)
Total distributions to shareholders		(0.65	)		(0.49	)		–			(0.01	)		(4.53	)
Net Asset Value, End of Year		$45.69			$46.41			$59.44			$45.54			$52.43
Total Return2,3		(0.13	)%		(21.22	)%		30.52	%		(13.13	)%		(10.73	)%
Ratio of net expenses to average net assets		0.89	%		0.89	%		0.89	%		0.89	%		0.89	%
Ratio of gross expenses to average net assets4		1.29	%		1.20	%		1.06	%		0.98	%		0.95	%
Ratio of net investment income (loss) to average net assets2		1.91	%		1.34	%		(0.01	)%		0.00	%6		(0.32	)%
Portfolio turnover		25	%		26	%		236	%		96	%		96	%
Net assets end of year (000’s) omitted		$3,606			$2,682			$4,256			$23,477			$26,724

¹  Per share numbers have been calculated using average shares.

²  Total returns and net investment income (loss) would have been lower had certain expenses not been offset.

³  The total return is calculated using the published Net Asset Value as of fiscal year end.

⁴  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.)

⁵  Less than $0.005 or $(0.005) per share.

⁶  Less than 0.005%.

17

Notes to Financial Statements

May 31, 2023

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. Pursuant to Rule 2a-5 under the 1940 Act, the Fund’s Board of Trustees (the “Board”) designated AMG Funds LLC

(the “Investment Manager”) as the Fund’s Valuation Designee to perform the Fund’s fair value determinations. Such determinations are subject to Board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Investment Manager’s fair value determinations.

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

The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with quarterly reports, as of the most recent quarter end, summarizing all fair value activity, material fair value matters that occurred during the quarter, and all outstanding securities fair valued by the Fund. Additionally, the Board will be presented with an annual report that assesses the adequacy and effectiveness of the Investment Manager’s process for determining the fair value of the Fund’s investments.

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

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

18

Notes to Financial Statements (continued)

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

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, 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 treatment of passive foreign investment companies and wash sales deferrals.

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

Distributions paid from:	2023		2022
Ordinary income *		$424,745		$291,461

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

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

Capital loss carryforward	$	11,253,054
Undistributed ordinary income		266,276

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

Cost	Appreciation		Depreciation			Net Depreciation
$42,480,344		$2,994,440		$(8,547,633	)		$(5,553,193	)

e. FEDERAL TAXES

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

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

Management has analyzed the Fund’s tax positions taken on federal income tax returns as of May 31, 2023, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. Additionally, 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, 2023, 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
$8,747,336		$2,505,718	$11,253,054

For the fiscal year ended May 31, 2023, the Fund did not utilize capital loss carryovers.

19

Notes to Financial Statements (continued)

g. CAPITAL STOCK

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

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

	May 31, 2023				May 31, 2022
	Shares		Amount		Shares		Amount
Class N:
Shares sold		7,448		$306,243		7,037		$352,671
Shares issued in reinvestment of distributions		1,377		55,377		469		23,610
Shares redeemed		(17,421)		(699,428)		(48,037)		(2,439,987)
Net decrease		(8,596)		$(337,808)		(40,531)		$(2,063,706)
Class I:
Shares sold		184,151		$8,362,308		187,710		$10,494,491
Shares issued in reinvestment of distributions		7,442		327,991		4,340		238,917
Shares redeemed		(173,482)		(7,524,051)		(213,981)		(11,401,789)
Net increase (decrease)		18,111		$1,166,248		(21,931)		$(668,381)
Class Z:
Shares sold		22,384		$1,019,345		562		$31,279
Shares issued in reinvestment of distributions		58		2,579		41		2,259
Shares redeemed		(1,304)		(53,939)		(14,429)		(845,954)
Net increase (decrease)		21,138		$967,985		(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 for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Securities Lending Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Fund participates on a pro rata basis with other clients of BNYM in 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 Securities Lending Program, the Fund is indemnified for such losses by BNYM on joint repurchase agreements.

At May 31, 2023, the market value of Repurchase Agreements outstanding was $1,552,883.

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

20

Notes to Financial Statements (continued)

responsible for the Fund’s overall administration and operations. The Investment Manager selects the Fund’s subadviser (subject to Board approval) and monitors the 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 fiscal year ended May 31, 2023, 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.

For the fiscal year ended May 31, 2023, the Investment Manager reimbursed the Fund $131,768, and did not recoup any previously reimbursed expenses. At May 31, 2023, the Fund’s expiration of reimbursements subject to recoupment is as follows:

Expiration  Period
Less than 1 year	$	129,032
1-2 years		138,682
2-3 years		131,768
Total	$	399,482

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 fiscal year ended May 31, 2023, 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 May 31, 2023, the Fund had no interfund loans outstanding.

21

Notes to Financial Statements (continued)

The Fund utilized the interfund loan program during the year ended May 31, 2023 as follows:

Average         Lent	Number of Days	Interest Earned		Average Interest Rate
$566,205	5		$283		3.652%

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the fiscal year ended May 31, 2023, were $10,601,706 and $7,939,897, respectively.

The Fund had no purchases or sales of U.S. Government Obligations during the fiscal year ended May 31, 2023.

4. PORTFOLIO SECURITIES LOANED

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

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

Securities Loaned	Cash Collateral Received	Securities Collateral Received		Total Collateral Received
$1,709,104	$832,883		$973,479	$1,806,362

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

Collateral Type	Coupon Range	Maturity Date Range
U.S. Treasury Obligations	0.000%-4.500%		06/30/23-11/15/51

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. RISKS ASSOCIATED WITH INVESTMENT IN JAPAN

The Fund invests a significant portion of its net assets in Japan, which makes the Fund particularly susceptible to economic, political, regulatory or other events or conditions that may affect Japan’s economy. Therefore, the Fund’s NAV may be more volatile than the NAV of a more geographically diversified fund and may result in losses. 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.

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.

22

Notes to Financial Statements (continued)

8. MASTER NETTING AGREEMENTS

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

The following table is a summary of the Fund’s open Repurchase Agreements that are subject to a master netting agreement as of May 31, 2023:

			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
RBC Dominion Securities, Inc.		$832,883		–		$832,883		$832,883		–
Fixed Income Clearing Corp.		720,000		–		720,000		720,000		–
Total		$1,552,883		–		$1,552,883		$1,552,883		–

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.

23

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF AMG FUNDS III AND SHAREHOLDERS OF AMG GW&K INTERNATIONAL SMALL CAP FUND

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of AMG GW&K International Small Cap Fund (one of the funds constituting AMG Funds III, referred to hereafter as the “Fund”) as of May 31, 2023, the related statement of operations for the year ended May 31, 2023, the statements of changes in net assets for each of the two years in the period ended May 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended May 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended May 31, 2023 and the financial highlights for each of the five years in the period ended May 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

July 21, 2023

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

24

Other Information (unaudited)

TAX INFORMATION

AMG GW&K International Small Cap Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2023 Form 1099-DIV you receive for the Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, AMG GW&K International Small Cap Fund hereby designates $0 as a capital gain distribution with respect to the taxable year ended May 31, 2023, or if subsequently determined to be different, the net capital gains of such fiscal year.

In accordance with federal tax law, AMG GW&K International Small Cap Fund elected to provide foreign taxes paid and the income sourced from foreign countries. Accordingly, AMG GW&K International Small Cap Fund hereby makes the following designations regarding its period ended May 31, 2023:

The total amount of taxes paid and income sourced from foreign countries was $95,159 and $958,041, respectively.

25

AMG Funds

Trustees and Officers

The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and ages are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 680 Washington Blvd., Suite 500, Stamford, CT. 06901.   There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.

Independent Trustees

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

Number of Funds Overseen in   Fund Complex	Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
• Trustee since 2012 • Oversees 41 Funds in Fund  Complex	Bruce B. Bingham, 74 Partner, Hamilton Partners (real estate development firm) (1987-Present); Director of The Yacktman Funds, Inc. (2 portfolios) (2000-2012).
• Trustee since 2013 • Chairman of the Audit  Committee since 2021 • Oversees 45 Funds in Fund  Complex	Kurt A. Keilhacker, 59 Managing Partner, TechFund Europe (2000-Present); Managing Partner, TechFund Capital (1997-Present); Managing Partner, Elementum Ventures (2013-Present); Director, MetricStory, Inc. (2017-Present); Trustee, Wheaton College (2018-Present); Trustee, Gordon College (2001-2016); Board Member, 6wind SA, (2002-2019).
• Trustee since 1993 • Oversees 41 Funds in Fund  Complex	Steven J. Paggioli, 73 Independent Consultant (2002-Present); Trustee, Professionally Managed Portfolios (28 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Muzinich BDC, Inc. (business development company) (2019-Present); Director, The Wadsworth Group; Independent Director, Chase Investment Counsel (2008–2019); Executive Vice President, Secretary and Director, Investment Company Administration, LLC and First Fund Distributors, INC. (1990-2001).
• Independent Chairman of the  Board of Trustees since 2017 • Chairman of the Governance  Committee since 2017 • Trustee since 1999 • Oversees 45 Funds in Fund  Complex	Eric Rakowski, 65 Professor of Law, University of California at Berkeley School of Law (1990-Present); Tax Attorney at Davis Polk & Wardwell and clerked for Judge Harry T. Edwards of the U.S. Court of Appeals for the District of Columbia Circuit and for Justice William J. Brennan Jr. of the U.S. Supreme Court; Trustee of Parnassus Funds (3 portfolios) (2021-Present); Trustee of Parnassus Income Funds (2 portfolios) (2021-Present); Director of Harding, Loevner Funds, Inc. (10 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019).
• Trustee since 2013 • Oversees 45 Funds in Fund  Complex	Victoria L. Sassine, 57 Adjunct Professor, Babson College (2007–Present); Director, Board of Directors, PRG Group (2017-Present); CEO, Founder, Scale Smarter Partners, LLC (2018-Present); Adviser, EVOFEM Biosciences (2019-Present); Chairperson of the Board of Directors, Business Management Associates (2018-2019).

Interested Trustee

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

Number of Funds Overseen in     Fund Complex

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

• Trustee since 2021 • Oversees 45 Funds in Fund  Complex

Garret W. Weston, 41 Affiliated Managers Group, Inc. (2008-Present): Managing Director, Co-Head of Affiliate Engagement (2021-Present), Senior Vice President, Affiliate Development (2016-2021), Vice President, Office of the CEO (2015-2016), Vice President, New Investments (2012-2015), Senior Associate, New Investments (2008-2012); Associate, Madison Dearborn Partners (2006-2008); Analyst, Merrill Lynch (2004-2006).

26

AMG Funds

Trustees and Officers (continued)

Officers

Position(s) Held with Fund and   Length of Time Served	Name, Age, Principal Occupation(s) During Past 5 Years
• President since 2018 • Principal Executive Officer since  2018 • Chief Executive Officer since  2018 • Chief Operating Officer since  2007	Keitha L. Kinne, 65 Chief Operating Officer, AMG Funds LLC (2007-Present); Chief Investment Officer, AMG Funds LLC (2008-Present); President and Principal, AMG Distributors, Inc. (2018-Present); Chief Operating Officer, AMG Distributors, Inc. (2007-Present); President, Chief Executive Officer and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2018-Present); Chief Operating Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2007-Present); Chief Operating Officer, AMG Funds IV (2016-Present); Chief Operating Officer and Chief Investment Officer, Aston Asset Management, LLC (2016); President and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2012-2014); Managing Partner, AMG Funds LLC (2007-2014); President and Principal, AMG Distributors, Inc. (2012-2014); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).
• Secretary since 2015 • Chief Legal Officer since 2015	Mark J. Duggan, 58 Managing Director and Senior Counsel, AMG Funds LLC (2021-Present); Senior Vice President and Senior Counsel, AMG Funds LLC (2015-2021); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2015-Present); Attorney, K&L Gates, LLP (2009-2015).
• Chief Financial Officer since  2017 • Treasurer since 2017 • Principal Financial Officer since  2017 • Principal Accounting Officer  since 2017	Thomas G. Disbrow, 57 Vice President, Mutual Fund Treasurer & CFO, AMG Funds, AMG Funds LLC (2017-Present); Chief Financial Officer, Principal Financial Officer, Treasurer and Principal Accounting Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Managing Director - Global Head of Traditional Funds Product Control, UBS Asset Management (Americas), Inc. (2015-2017); Managing Director - Head of North American Funds Treasury, UBS Asset Management (Americas), Inc. (2011-2015).
• Deputy Treasurer since 2017	John A. Starace, 52 Vice President, Mutual Fund Accounting, AMG Funds LLC (2021-Present); Director, Mutual Fund Accounting, AMG Funds LLC (2017-2021); Vice President, Deputy Treasurer of Mutual Funds Services, AMG Funds LLC (2014-2017); Deputy Treasurer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Vice President, Citi Hedge Fund Services (2010-2014); Audit Senior Manager (2005-2010) and Audit Manager (2001-2005), Deloitte & Touche LLP.
• Chief Compliance Officer and  Sarbanes-Oxley Code of Ethics  Compliance Officer since 2019 • Anti-Money Laundering  Compliance Officer since 2022	Patrick J. Spellman, 49 Vice President, Chief Compliance Officer, AMG Funds LLC (2017-Present); Chief Compliance Officer, AMG Distributors, Inc. (2010-Present); Chief Compliance Officer and Sarbanes-Oxley Code of Ethics Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2019-Present); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2014-2019; 2022-Present); Anti-Money Laundering Compliance Officer, AMG Funds IV (2016-2019; 2022-Present); Senior Vice President, Chief Compliance Officer, AMG Funds LLC (2011-2017); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011).
• Assistant Secretary since 2016	Maureen M. Kerrigan, 37 Vice President, Senior Counsel, AMG Funds LLC (2021-Present); Vice President, Counsel, AMG Funds LLC (2019-2021); Director, Counsel, AMG Funds LLC (2017-2018); Vice President, Counsel, AMG Funds LLC (2015-2017); Assistant Secretary, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2016-Present); Associate, Ropes & Gray LLP (2011-2015); Law Fellow, Massachusetts Appleseed Center for Law and Justice (2010-2011).

27

Funds Liquidity Risk Management Program

The Securities and Exchange Commission (the “SEC”) adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that a fund will be unable to meet its redemption obligations and mitigating dilution of the interests of fund shareholders.   The AMG Funds Family of Funds (each a “Fund,” and collectively, the “Funds”) have adopted and implemented a Liquidity Risk Management Program (the “Program”) as required by the Liquidity Rule. The Program is reasonably designed to assess and manage each Fund’s liquidity risk, taking into consideration the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions, its short and long-term cash flow projections, and its holdings of cash and cash equivalents, as well as borrowing arrangements and other funding sources, including access to the Funds’ credit facility. Under the Liquidity Rule, each liquidity classification category (highly liquid, moderately liquid, less liquid and illiquid) is defined with respect to the time it is reasonably expected to take to convert the investment to cash (or sell or dispose of the investment) in current market conditions without significantly changing the market value of the investment.   The Funds’ Board of Trustees (the “Board”) appointed AMG Funds LLC (“AMGF”) as the Program administrator. AMGF formed a Liquidity Risk Management Committee (“LRMC”), which includes members of various departments across AMGF, including Legal, Compliance, Product Services, Investment Research and Product Analysis & Operations and, as needed, other representatives of AMGF and/or representatives of the subadvisers to the Funds. The LRMC meets on a periodic basis, no less frequently than monthly. The LRMC is responsible for the Program’s administration and oversight and for reporting to the Board on at least an annual basis regarding the Program’s operation and effectiveness.   At a meeting of the Board held on March 22, 2023, the Board received a report from the LRMC regarding the design and operational effectiveness of the Program for the period January 1, 2022 through December 31, 2022 (the “Program Reporting Period”).   The Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, as follows:   A. The Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions:   During the Program Reporting Period, the LRMC reviewed whether each Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions is appropriate for an open-end fund structure. The LRMC also factored a Fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account. B. Short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions:   During the Program Reporting Period, the LRMC reviewed historical net redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size. The Funds maintain an in-kind redemption policy, which may be utilized to meet larger redemption requests, when appropriate. The LRMC may also take into consideration a Fund’s shareholder ownership concentration, a Fund’s distribution channels, and the degree of certainty associated with a Fund’s short-term and long-term cash flow projections.   C. Holdings of cash and cash equivalents, as well as borrowing arrangements:   The LRMC considered the terms of the credit facilities available to the Funds.   The report concluded that, based upon the review of the Program, using resources and methodologies that AMGF considers reasonable, AMGF believes that the Program and Funds’ Liquidity Risk Management Policies and Procedures are adequate, effective, and reasonably designed to effectively manage the Funds’ liquidity risk.   There can be no assurance that the Program will achieve its objectives in the future. Please refer to each Fund’s prospectus or statement of additional information for more information regarding a Fund’s exposure to liquidity risk and other principal risks to which an investment in a Fund may be subject.

28

INVESTMENT MANAGER AND ADMINISTRATOR   AMG Funds LLC   680 Washington Blvd., Suite 500   Stamford, CT 06901   800.548.4539   DISTRIBUTOR   AMG Distributors, Inc.   680 Washington Blvd., Suite 500   Stamford, CT 06901   800.548.4539   SUBADVISER   GW&K Investment Management, LLC   222 Berkeley St.   Boston, MA 02116 CUSTODIAN   The Bank of New York Mellon   Mutual Funds Custody   6023 Airport Road   Oriskany, NY 13424   LEGAL COUNSEL   Ropes & Gray LLP   Prudential Tower, 800 Boylston Street   Boston, MA 02199-3600   TRANSFER AGENT   BNY Mellon Investment Servicing (US) Inc.   AMG Funds   Attn: 534426 AIM 154-0520   500 Ross Street   Pittsburgh, PA 15262   800.548.4539 This report is prepared for the Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.548.4539. Distributed by AMG Distributors, Inc., member FINRA/SIPC.   Current net asset values per share for the Fund are available on the Fund’s website at amgfunds.com.   A description of the policies and procedures the Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding the Fund’s proxy voting record for the 12-month period ended June 30, call 800.548.4539 or visit the SEC website at sec.gov.   The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Fund’s portfolio holdings on Form N-PORT are available on the SEC’s website at sec.gov and the Fund’s website at amgfunds.com. To review a complete list of the Fund’s portfolio holdings, or to view the most recent semi-annual report or annual report, please visit amgfunds.com.

amgfunds.com    

BALANCED FUNDS   AMG GW&K Global Allocation GW&K Investment Management, LLC   EQUITY FUNDS   AMG Beutel Goodman International Equity Beutel, Goodman & Company Ltd.   AMG Boston Common Global Impact Boston Common Asset Management, LLC   AMG Frontier Small Cap Growth Frontier Capital Management Co., LLC   AMG GW&K Small Cap Core AMG GW&K Small Cap Value AMG GW&K Small/Mid Cap Core AMG GW&K Small/Mid Cap Growth AMG GW&K Emerging Markets Equity AMG GW&K Emerging Wealth Equity AMG GW&K International Small Cap GW&K Investment Management, LLC   AMG Montrusco Bolton Large Cap Growth Montrusco Bolton Investments, Inc.   AMG Renaissance Large Cap Growth The Renaissance Group LLC AMG River Road Dividend All Cap Value AMG River Road Focused Absolute Value AMG River Road International Value Equity AMG River Road Large Cap Value Select AMG River Road Mid Cap Value AMG River Road Small-Mid Cap Value AMG River Road Small Cap Value River Road Asset Management, LLC   AMG TimesSquare Emerging Markets Small Cap AMG TimesSquare Global Small Cap AMG TimesSquare International Small Cap AMG TimesSquare Mid Cap Growth AMG TimesSquare Small Cap Growth TimesSquare Capital Management, LLC   AMG Veritas Asia Pacific AMG Veritas China AMG Veritas Global Focus AMG Veritas Global Real Return Veritas Asset Management LLP   AMG Yacktman AMG Yacktman Focused AMG Yacktman Global AMG Yacktman Special Opportunities Yacktman Asset Management LP       FIXED INCOME FUNDS   AMG Beutel Goodman Core Plus Bond Beutel, Goodman & Company Ltd.   AMG GW&K Core Bond ESG AMG GW&K Enhanced Core Bond ESG AMG GW&K ESG Bond AMG GW&K High Income AMG GW&K Municipal Bond AMG GW&K Municipal Enhanced Yield GW&K Investment Management, LLC

amgfunds.com     053123              AR065

Item 2. CODE OF ETHICS

Registrant has adopted a Code of Ethics. See attached Exhibit (a)(1).

Item 3. AUDIT COMMITTEE FINANCIAL EXPERT

Registrant’s Board of Trustees has determined that independent Trustee Mr. Steven J. Paggioli qualifies as the Audit Committee Financial Expert. Mr. Paggioli is “independent” as such term is defined in Form N-CSR.

Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a) Audit Fees

The aggregate fees billed by the Fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), to the Fund for the Fund’s two most recent fiscal years for professional services rendered for audits of annual financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements (“Audit Fees”) were as follows:

	Fiscal 2023		Fiscal 2022
AMG GW&K International Small Cap Fund	$	23,559	$	36,076

(b) Audit-Related Fees

There were no fees billed by PwC to the Fund in its two recent fiscal years for services rendered for assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements, but are not reported as Audit Fees (“Audit-Related Fees”).

For the Fund’s two most recent fiscal years, there were no Audit-Related Fees billed by PwC for engagements related directly to the operations and financial reporting of the Fund by a Fund Service Provider. A Fund Service Provider is (a) any investment adviser to the Fund (not including any Subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or (b) any entity that provides ongoing services to the Fund and is controlling, controlled by or under common control with a Fund investment adviser described in (a).

(c) Tax Fees

The aggregate fees billed by PwC to the Fund for the two most recent fiscal years for professional services rendered for tax compliance, tax advice, and tax planning (“Tax Fees”) were as follows:

	Fiscal 2023		Fiscal 2022
AMG GW&K International Small Cap Fund	$	8,050	$	7,595

For the Fund’s two most recent fiscal years, Tax Fees billed by PwC for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Fund were $0 for fiscal 2023 and $0 for fiscal 2022, respectively.

The services for which Tax Fees were charged comprise all services performed by professional staff in PwC’s tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees

There were no other fees billed by PwC to the Fund for all other non-audit services (“Other Fees”) during the Fund’s two most recent fiscal years. During the same period, there were no Other Fees billed by PwC for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Fund.

(e)(1) According to policies adopted by the Audit Committee, services provided by PwC to the Fund must be pre-approved by the Audit Committee. On an annual basis, the Audit Committee reviews and pre-approves various types of services that PwC may perform for the Fund without specific approval of each engagement, subject to specified budget limitations. As contemplated by the Sarbanes-Oxley Act of 2002 and related SEC rules, the Audit Committee also pre-approves non-audit services provided by PwC to any Fund Service Provider for any engagement that relates directly to the operations and financial reporting of the Fund. Any engagement that is not already pre-approved or that will exceed a pre-approved budget must be submitted to the Audit Committee for pre-approval. The Chairman of the Audit Committee is authorized on behalf of the Board of Trustees and the Audit Committee to approve the engagement of PwC to perform non-audit services subject to certain conditions, including notification to the Audit Committee of such pre-approval not later than the next meeting of the Audit Committee following the date of such pre-approval.

(e)(2) None.

(f) Not applicable.

(g) The aggregate fees billed by PwC in 2023 and 2022 for non-audit services rendered to the Fund and Fund Service Providers were $44,050 and $45,928, respectively. For the fiscal year ended May 31, 2023, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $36,000 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Fund. For the fiscal year ended May 31, 2022, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $38,333 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Fund.

(h) The Trust’s Audit Committee has considered whether the provision of non-audit services by registrant’s independent registered public accounting firm to the registrant’s investment adviser, and any entity controlling, controlled, or under common control with the investment adviser that provided ongoing services to the registrant that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the registrant) was compatible with maintaining the independence of the independent registered public accounting firm.

Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

Item 6. SCHEDULE OF INVESTMENTS

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

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

Item 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 13. EXHIBITS

(a)(1)	Any Code of Ethics or amendments hereto. Filed herewith.
(a)(2)	Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 - Filed herewith.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 - Filed herewith.

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: August 3, 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: August 3, 2023

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

Date: August 3, 2023