Amg Funds Iii N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMN-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:811-03752

AMG Funds III

(Exact name of registrant as specified in charter)

600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830

(Address of principal executive offices) (Zip code)

AMG Funds LLC

600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830

(Name and address of agent for service)

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

Date of fiscal year end: May 31

Date of reporting period: June 1, 2019 – November 30, 2019

(Semi-Annual Shareholder Report)

Item 1. Reports to Shareholders

SEMI-ANNUAL REPORT

AMG Funds
November 30, 2019
AMG Managers Cadence Mid Cap Fund
Class N: MCMAX	Class I: MCMYX	Class Z: MCMFX
AMG Managers Cadence Emerging Companies Fund
Class N: MECAX	Class I: MECIX	Class Z: MECZX

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Funds’ website (https://www.amgfunds.com/resources/order_literature.html), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically at any time by contacting your financial intermediary or, if you invest directly with the Funds, by logging into your account at www.amgfunds.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1.800.548.4539 to inform the Funds that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds in the AMG Funds Family of Funds held in your account if you invest through your financial intermediary or all funds in the AMG Funds Family of Funds held with the fund complex if you invest directly with the Funds.

  amgfunds.com                   113019         SAR065

   AMG Funds

    Semi-Annual Report — November 30, 2019(unaudited)

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		3
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
AMG Managers Cadence Mid Cap Fund		4
AMG Managers Cadence Emerging Companies Fund		8
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		12
Balance sheets, net asset value (NAV) per share computations and cumulative distributable earnings (loss)
Statement of Operations		14
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		15
Detail of changes in assets for the past two fiscal periods
Financial Highlights		16
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes to Financial Statements		22
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks
ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		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 mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

About Your Fund’s Expenses(unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution(12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.   ACTUAL EXPENSES   The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.   HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES   The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s   actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.   Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended   November 30, 2019	Expense Ratio for the Period			Beginning Account Value 06/01/19		Ending Account Value 11/30/19		Expenses Paid During the Period*
AMG Managers Cadence Mid Cap Fund
Based on Actual Fund Return
Class N		1.07	%		$1,000		$1,123		$5.68
Class I		0.87	%		$1,000		$1,125		$4.62
Class Z		0.72	%		$1,000		$1,125		$3.82
Based on Hypothetical 5% Annual Return
Class N		1.07	%		$1,000		$1,020		$5.40
Class I		0.87	%		$1,000		$1,021		$4.39
Class Z		0.72	%		$1,000		$1,021		$3.64
AMG Managers Cadence Emerging Companies Fund
Based on Actual Fund Return
Class N		1.13	%		$1,000		$1,040		$5.76
Class I		0.99	%		$1,000		$1,041		$5.05
Class Z		0.89	%		$1,000		$1,041		$4.54
Based on Hypothetical 5% Annual Return
Class N		1.13	%		$1,000		$1,019		$5.70
Class I		0.99	%		$1,000		$1,020		$5.00
Class Z		0.89	%		$1,000		$1,021		$4.50

  * Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), then divided by 366.

2

  Fund Performance(unaudited)

  Periods ended November 30, 2019

The table below shows the average annual total returns for the periods indicated for each Fund, as well as each Fund’s relative index for the same time periods ended November 30, 2019.

Average Annual Total Returns1	Six Months*		One Year			Five Years		Ten Years		Since Inception		Inception Date
AMG Managers Cadence Mid Cap Fund2, 3, 4, 5, 6
Class N		12.31%		10.63%			7.63%		11.78%		—		—
Class I		12.46%		10.86%			7.84%		11.97%		—		—
Class Z		12.49%		10.99%			8.03%		12.21%		—		—
Russell Midcap® Growth Index9		13.66%		21.75%			11.28%		14.79%		—		—
AMG Managers Cadence Emerging Companies Fund4, 5, 6, 7, 8
Class N		4.01%		(3.83%	)		11.65%		15.64%		10.33%		04/01/96
Class I		4.07%		(3.71%	)		11.84%		15.89%		11.67%		06/25/93
Class Z		4.12%		(3.61%	)		—		—		7.70%		05/31/17
Russell Microcap® Growth Index10		5.46%		0.77%			4.70%		10.77%		—		—
Russell 2000® Growth Index11		12.39%		10.93%			9.48%		13.68%		8.03%		06/25/93	†

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

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

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

^*  Not annualized.

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

¹  Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of November 30, 2019. All returns are in U.S. dollars ($).

²  The Fund is subject to risks associated with investments inmid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

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

⁴  The Fund is subject to special risk considerations similar to those associated with the direct ownership of real estate. Real estate valuations may be subject to factors such as changing general and local economic, financial, competitive, and environmental conditions.

⁵  The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

⁶  Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

⁷  The Fund is subject to the special risks associated with investments inmicro-cap companies, such as relatively short earnings history, competitive conditions, less publicly available corporate information, and reliance on a limited number of products.

⁸  The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history and a reliance on one or a limited number of products.

⁹  The Russell Midcap^® Growth Index measures the performance of those Russell Midcap^® companies with higher price/book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000^® Growth Index. Unlike the Fund, the Russell Midcap^® Growth Index is unmanaged, is not available for investment and does not incur expenses.

¹⁰ The Russell Microcap^® Growth Index measures the performance of the microcap growth segment of the U.S. Equity market. It includes those Russell Microcap^® Index companies with higherprice-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell Microcap^® Growth Index is unmanaged, is not available for investment and does not incur expenses.

¹¹ The Russell 2000^® Growth Index measures the performance of the Russell 2000^® companies with higherprice-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 2000^® Growth Index is unmanaged, is not available for investment and does not incur expenses.

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

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

3

  AMG Managers Cadence Mid Cap Fund

  Fund Snapshots(unaudited)

   November 30, 2019

PORTFOLIO BREAKDOWN

Sector	% of  Net Assets
Information Technology		28.2
Consumer Discretionary		17.6
Health Care		13.2
Industrials		13.0
Financials		11.5
Consumer Staples		6.7
Communication Services		5.0
Real Estate		1.8
Utilities		1.3
Materials		1.0
Short-Term Investments		2.8
Other Assets Less Liabilities		(2.1	)

TOP TEN HOLDINGS

Security Name	% of Net Assets
Zebra Technologies Corp., Class A		2.0
Cadence Design Systems, Inc.		1.8
CBRE Group, Inc., Class A		1.8
Teradyne, Inc.		1.7
Citrix Systems, Inc.		1.6
Broadridge Financial Solutions, Inc.		1.6
Paychex, Inc.		1.6
Ubiquiti, Inc.		1.6
Fortinet, Inc.		1.5
OneMain Holdings, Inc.		1.5
Top Ten as a Group		16.7

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

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

4

  AMG Managers Cadence Mid Cap Fund

  Schedule of Portfolio Investments(unaudited)

   November 30, 2019

	Shares		Value
Common Stocks - 99.3%
Communication Services - 5.0%
AMC Networks, Inc., Class A*		21,853		$839,811
The Interpublic Group of Cos., Inc.		45,672		1,023,053
Live Nation Entertainment, Inc.*,1		13,820		964,774
Omnicom Group, Inc.		15,187		1,207,063
Take-Two Interactive Software, Inc.*		7,300		885,855
Total Communication Services				4,920,556
Consumer Discretionary - 17.6%
Aptiv PLC (Ireland)		8,360		784,837
AutoZone, Inc.*		828		975,318
Best Buy Co., Inc.		12,784		1,030,902
BorgWarner, Inc.		26,484		1,113,652
Choice Hotels International, Inc.1		10,914		1,061,387
Darden Restaurants, Inc.		12,561		1,487,725
Expedia Group, Inc.		7,530		765,500
Hilton Worldwide Holdings, Inc.		10,573		1,110,165
Kontoor Brands, Inc.1		33,040		1,184,484
Lear Corp.		8,130		978,120
Lennar Corp., Class B		20,930		987,268
Lululemon Athletica, Inc. (Canada)*		3,715		838,438
NVR, Inc.*		270		1,023,810
PulteGroup, Inc.		25,122		996,087
Ross Stores, Inc.		8,729		1,013,873
Under Armour, Inc., Class C*,1		56,758		981,914
Williams-Sonoma, Inc.		13,800		957,720
Total Consumer Discretionary				17,291,200
Consumer Staples - 6.7%
Campbell Soup Co.1		22,592		1,052,109
Church & Dwight Co., Inc.		17,831		1,252,450
Herbalife Nutrition, Ltd.*		22,107		1,008,300
The Hershey Co.		7,600		1,126,016
Keurig Dr Pepper, Inc.1		35,340		1,093,420
Sysco Corp.		13,135		1,058,024
Total Consumer Staples				6,590,319
Financials - 11.5%
Ameriprise Financial, Inc.		8,688		1,423,703
Arch Capital Group, Ltd. (Bermuda)*		24,771		1,039,639
Credit Acceptance Corp.*		2,130		916,880
Discover Financial Services		12,890		1,093,974
Evercore, Inc., Class A		10,743		831,293
OneMain Holdings, Inc.		35,091		1,512,071
SEI Investments Co.		12,818		827,146

	Shares		Value
Signature Bank		7,970		$983,179
Synchrony Financial		38,373		1,435,534
Western Alliance Bancorp.		23,124		1,206,148
Total Financials				11,269,567
Health Care - 13.2%
Agilent Technologies, Inc.		13,157		1,062,691
AmerisourceBergen Corp.		11,760		1,033,822
Bruker Corp.		20,475		1,048,115
Charles River Laboratories International, Inc.*		7,408		1,076,012
Horizon Therapeutics PLC*		35,520		1,164,346
Incyte Corp.*		11,480		1,080,957
Jazz Pharmaceuticals PLC (Ireland)*		8,058		1,217,725
McKesson Corp.		7,113		1,028,824
PRA Health Sciences, Inc.*		11,172		1,215,625
Premier, Inc., Class A*		29,346		1,042,957
Veeva Systems, Inc., Class A*		6,685		997,268
Waters Corp.*		4,469		992,431
Total Health Care				12,960,773
Industrials - 13.0%
Allison Transmission Holdings, Inc.		29,554		1,430,414
Carlisle Cos., Inc.		6,910		1,077,822
Cummins, Inc.		4,270		780,812
Expeditors International of Washington, Inc.		12,510		935,248
HEICO Corp.1		7,620		989,762
Hubbell, Inc.		7,570		1,112,941
Landstar System, Inc.		8,226		916,459
Masco Corp.		26,993		1,256,524
Robert Half International, Inc.		17,652		1,027,346
United Airlines Holdings, Inc.*		11,550		1,071,840
Woodward, Inc.		8,870		1,035,927
WW Grainger, Inc.		3,470		1,099,817
Total Industrials				12,734,912
Information Technology - 28.2%
Aspen Technology, Inc.*		7,910		991,914
Booz Allen Hamilton Holding Corp.		16,262		1,183,223
Broadridge Financial Solutions, Inc.		12,510		1,547,612
Cadence Design Systems, Inc.*		24,671		1,733,138
CDW Corp.		7,276		982,624
Citrix Systems, Inc.		13,918		1,570,090
Dell Technologies, Inc., Class C*		20,223		980,613
Entegris, Inc.		22,813		1,079,511
F5 Networks, Inc.*		7,111		1,036,144
Fortinet, Inc.*		14,578		1,532,294

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

5

  AMG Managers Cadence Mid Cap Fund

  Schedule of Portfolio Investments(continued)

	Shares		Value
Information Technology - 28.2%(continued)
Keysight Technologies, Inc.*		9,749		$1,043,435
KLA Corp.		8,356		1,369,214
Lam Research Corp.		1,806		481,895
Motorola Solutions, Inc.		6,751		1,129,442
Paychex, Inc.		17,911		1,542,495
Teradyne, Inc.		27,386		1,714,090
Ubiquiti, Inc.1		7,799		1,537,963
Universal Display Corp.		5,570		1,081,805
VeriSign, Inc.*		7,634		1,456,109
The Western Union Co.		18,210		489,485
Xilinx, Inc.		12,746		1,182,574
Zebra Technologies Corp., Class A*		7,832		1,965,362
Total Information Technology				27,631,032
Materials - 1.0%
Eagle Materials, Inc.		10,610		976,438
Real Estate - 1.8%
CBRE Group, Inc., Class A*		30,368		1,731,583
Utilities - 1.3%
NRG Energy, Inc.		31,617		1,256,143
Total Common Stocks (Cost $81,619,387)				97,362,523
	Principal     Amount
Short-Term Investments - 2.8%
Joint Repurchase Agreements - 2.0%2
Cantor Fitzgerald Securities, Inc., dated 11/29/19, due 12/02/19, 1.680% total to be received $964,937 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 9.500%, 12/25/19 - 10/20/69, totaling $984,098)		$964,802		964,802

	Principal Amount		Value
RBC Dominion Securities, Inc., dated 11/29/19, due 12/02/19, 1.640% total to be received $1,000,137 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 7.000%, 12/05/19 - 11/20/49, totaling $1,020,000)		$1,000,000		$1,000,000
Total Joint Repurchase Agreements				1,964,802
	Shares
Other Investment Companies - 0.8%
Dreyfus Government Cash Management Fund, Institutional Shares, 1.54%3		260,968		260,968
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 1.59%3		260,969		260,969
JPMorgan U.S. Government Money Market Fund, IM Shares, 1.59%3		268,877		268,877
Total Other Investment Companies				790,814
Total Short-Term Investments (Cost $2,755,616)				2,755,616
Total Investments - 102.1%     (Cost $84,375,003)				100,118,139
Other Assets, less Liabilities - (2.1)%				(2,044,812	)
Net Assets - 100.0%				$98,073,327

* Non-income producing security.

¹ Some of these securities, amounting to $6,796,042 or 6.9% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

² Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

³ Yield shown represents the November 30, 2019, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

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

6

  AMG Managers Cadence Mid Cap Fund

  Schedule of Portfolio Investments(continued)

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of November 30, 2019:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Common Stocks†	$	97,362,523		—		—	$	97,362,523
Short-Term Investments
Joint Repurchase Agreements		—	$	1,964,802		—		1,964,802
Other Investment Companies		790,814		—		—		790,814
Total Investments in Securities	$	98,153,337	$	1,964,802		—	$	100,118,139

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

For the six months ended November 30, 2019, there were no transfers in or out of Level 3.

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

7

  AMG Managers Cadence Emerging Companies Fund

  Fund Snapshots(unaudited)

  November 30, 2019

PORTFOLIO BREAKDOWN
Sector	% of  Net Assets
Health Care		26.9
Information Technology		18.6
Industrials		17.1
Financials		10.7
Consumer Discretionary		10.6
Consumer Staples		3.5
Utilities		3.3
Real Estate		3.1
Energy		2.1
Communication Services		1.9
Materials		1.4
Short-Term Investments		4.3
Other Assets Less Liabilities		(3.5	)

TOP TEN HOLDINGS
Security Name	% of  Net Assets
UMH Properties, Inc.		1.8
BG Staffing, Inc.		1.7
HealthStream, Inc.		1.7
Heritage-Crystal Clean, Inc.		1.7
STAAR Surgical Co.		1.5
CRA International, Inc.		1.5
Addus HomeCare Corp.		1.5
Napco Security Technologies, Inc.		1.4
BioLife Solutions, Inc.		1.4
Construction Partners, Inc., Class A		1.4
Top Ten as a Group		15.6

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

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

8

  AMG Managers Cadence Emerging Companies Fund

  Schedule of Portfolio Investments(unaudited)

  November 30, 2019

	Shares		Value
Common Stocks - 99.2%
Communication Services - 1.9%
National CineMedia, Inc.		161,343		$1,082,612
TechTarget, Inc.*		60,693		1,609,578
Total Communication Services				2,692,190
Consumer Discretionary - 10.6%
Career Education Corp.*		87,713		1,463,053
Century Communities, Inc.*,1		52,368		1,492,488
Everi Holdings, Inc.*		137,200		1,848,084
Malibu Boats, Inc., Class A*		43,078		1,703,304
MasterCraft Boat Holdings, Inc.*		84,387		1,401,668
Monarch Casino & Resort, Inc.*		30,792		1,404,115
Ruth’s Hospitality Group, Inc.		60,599		1,416,199
Stoneridge, Inc.*,1		44,630		1,345,148
Turtle Beach Corp.*		98,780		823,825
Universal Electronics, Inc.*		33,926		1,886,286
Total Consumer Discretionary				14,784,170
Consumer Staples - 3.5%
Calavo Growers, Inc.1		20,460		1,824,827
The Chefs’ Warehouse, Inc.*		45,721		1,625,839
Lifevantage Corp.*		98,085		1,478,141
Total Consumer Staples				4,928,807
Energy - 2.1%
Dorian LPG, Ltd.*		132,331		1,898,950
Profire Energy, Inc.*		401,828		574,614
Scorpio Tankers, Inc. (Monaco)		2,882		99,112
Solaris Oilfield Infrastructure, Inc., Class A1		36,245		388,909
Total Energy				2,961,585
Financials - 10.7%
Bank7 Corp.		38,535		728,697
Blucora, Inc.*		64,542		1,519,319
Bryn Mawr Bank Corp.		42,219		1,657,940
Curo Group Holdings Corp.*		93,204		1,268,506
FS Bancorp, Inc.		20,694		1,237,087
Greenhill & Co., Inc.		58,639		997,449
Mr Cooper Group, Inc.*		102,133		1,372,668
PCB Bancorp.		46,166		790,362
Preferred Bank		29,906		1,649,316
Pzena Investment Management, Inc., Class A		102,522		911,421
Silvercrest Asset Management Group, Inc., Class A		105,319		1,363,881
Veritex Holdings, Inc.		57,241		1,488,838
Total Financials				14,985,484

	Shares		Value
Health Care - 26.9%
Addus HomeCare Corp.*		21,768		$2,028,995
ANI Pharmaceuticals, Inc.*		25,063		1,544,382
Baudax Bio, Inc.*		33,658		180,744
BioLife Solutions, Inc.*,1		117,664		1,970,872
BioSpecifics Technologies Corp.*		33,852		1,861,860
Catalyst Pharmaceuticals, Inc.*		245,789		1,140,461
Champions Oncology, Inc.*		174,462		1,004,901
Coherus Biosciences, Inc.*,1		84,715		1,524,023
Fluidigm Corp.*		170,545		429,773
Fulgent Genetics, Inc.*		118,980		1,356,372
Harrow Health, Inc.*		177,658		1,110,363
HealthStream, Inc.*		79,907		2,327,691
iRadimed Corp.*,1		78,508		1,725,606
The Joint Corp.*		95,638		1,831,468
LeMaitre Vascular, Inc.		41,520		1,476,866
Mesa Laboratories, Inc.1		5,881		1,376,860
MTBC, Inc.*		241,171		988,801
OptimizeRx Corp.*		100,483		1,075,168
R1 RCM, Inc.*		145,289		1,872,775
RadNet, Inc.*		73,607		1,410,310
Recro Pharma, Inc.*		82,930		1,371,662
STAAR Surgical Co.*,1		58,807		2,167,626
Tabula Rasa HealthCare, Inc.*,1		14,283		637,165
Vanda Pharmaceuticals, Inc.*		112,152		1,876,303
Veracyte, Inc.*		53,211		1,528,220
Zynex, Inc.1		154,796		1,625,358
Total Health Care				37,444,625
Industrials - 17.1%
BG Staffing, Inc.		108,724		2,348,438
Blue Bird Corp.*		87,287		1,776,290
CECO Environmental Corp.*		145,141		1,142,260
Construction Partners, Inc., Class A*		98,140		1,943,172
CRA International, Inc.		41,287		2,116,785
Douglas Dynamics, Inc.		31,705		1,715,558
Foundation Building Materials, Inc.*		82,919		1,694,864
Heritage-Crystal Clean, Inc.*		75,071		2,321,946
Kforce, Inc.		40,300		1,592,656
Park Aerospace Corp.		77,098		1,257,468
Scorpio Bulkers, Inc.		198,043		1,212,023
SP Plus Corp.*		41,829		1,834,202
Spartan Motors, Inc.		99,337		1,763,232

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

9

  AMG Managers Cadence Emerging Companies Fund

  Schedule of Portfolio Investments(continued)

	Shares		Value
Industrials - 17.1%(continued)
Willdan Group, Inc.*,1		37,442		$1,067,471
Total Industrials				23,786,365
Information Technology - 18.6%
Adesto Technologies Corp.*,1		173,794		1,251,317
Agilysys, Inc.*		64,848		1,642,600
Airgain, Inc.*		113,966		1,075,839
American Software, Inc., Class A		102,367		1,618,422
Avid Technology, Inc.*,1		189,962		1,495,001
Clearfield, Inc.*		50,889		690,564
CyberOptics Corp.*		69,158		1,228,246
The Hackett Group, Inc.		93,279		1,429,967
I3 Verticals, Inc., Class A*		51,402		1,404,303
Ichor Holdings, Ltd.*		37,479		1,182,462
International Money Express, Inc.*		103,718		1,409,528
Lantronix, Inc.*,1		288,343		963,066
Napco Security Technologies, Inc.*,1		63,403		1,981,344
Onto Innovation, Inc.*		53,971		1,811,267
PC-Tel, Inc.		157,104		1,354,236
Perficient, Inc.*		39,674		1,677,417
Upland Software, Inc.*,1		48,882		1,892,222
Zix Corp.*		235,810		1,778,007
Total Information Technology				25,885,808
Materials - 1.4%
Flexible Solutions International, Inc. (Canada)		170,587		415,447
UFP Technologies, Inc.*		33,119		1,535,066
Total Materials				1,950,513
Real Estate - 3.1%
NexPoint Residential Trust, Inc., REIT		37,314		1,785,475
UMH Properties, Inc., REIT		160,417		2,504,109
Total Real Estate				4,289,584
Utilities - 3.3%
Middlesex Water Co.		21,720		1,364,233
Pure Cycle Corp.*		148,751		1,847,488
The York Water Co.		31,907		1,414,437
Total Utilities				4,626,158
Total Common Stocks (Cost $132,721,539)				138,335,289

	Principal     Amount		Value
Short-Term Investments - 4.3%
Joint Repurchase Agreements - 3.5%2
Bank of Montreal, dated 11/29/19, due 12/02/19, 1.650% total to be received $1,154,785 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 4.000%, 01/30/20 - 11/01/49, totaling $1,177,719)		$1,154,626		$1,154,626
BNP Paribas S.A., dated 11/29/19, due 12/02/19, 1.620% total to be received $242,693 (collateralized by various U.S. Treasuries, 0.000% - 2.000%, 05/15/20 - 11/15/48, totaling $247,513)		242,660		242,660
Cantor Fitzgerald Securities, Inc., dated 11/29/19, due 12/02/19, 1.680% total to be received $1,154,788 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 9.500%, 12/25/19 - 10/20/69, totaling $1,177,718)		1,154,626		1,154,626
Citigroup Global Markets, Inc., dated 11/29/19, due 12/02/19, 1.650% total to be received $1,154,785 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 11.000%, 02/15/20 - 01/01/59, totaling $1,177,719)		1,154,626		1,154,626
TD Securities LLC, dated 11/29/19, due 12/02/19, 1.620% total to be received $1,154,782 (collateralized by various U.S. Treasuries, 2.500% - 2.875%, 02/28/21 - 09/30/23, totaling $1,177,719)		1,154,626		1,154,626
Total Joint Repurchase Agreements				4,861,164
	Shares
Other Investment Companies - 0.8%
Dreyfus Government Cash Management Fund, Institutional Shares, 1.54%3		352,089		352,089
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 1.59%3		352,089		352,089
JPMorgan U.S. Government Money Market Fund, IM Shares, 1.59%3		362,758		362,758
Total Other Investment Companies				1,066,936
Total Short-Term Investments (Cost $5,928,100)				5,928,100
Total Investments - 103.5% (Cost $138,649,639)				144,263,389
Other Assets, less Liabilities - (3.5)%				(4,852,596	)
Net Assets - 100.0%				$139,410,793

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

10

  AMG Managers Cadence Emerging Companies Fund

  Schedule of Portfolio Investments(continued)

* Non-income producing security.

¹  Some of these securities, amounting to $16,188,220 or 11.6% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

²  Cash collateral received for securities lending activity was invested in these joint repurchase agreements.

³  Yield shown represents the November 30, 2019, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

REIT   Real Estate Investment Trust

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of November 30, 2019:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Common Stocks†		$138,335,289		—		—		$138,335,289
Short-Term Investments
Joint Repurchase Agreements		—		$4,861,164		—		4,861,164
Other Investment Companies		1,066,936		—		—		1,066,936
Total Investments in Securities		$139,402,225		$4,861,164		—		$144,263,389

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

For the six months ended November 30, 2019, there were no transfers in or out of Level 3.

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

11

  Statement of Assets and Liabilities(unaudited)

  November 30, 2019

	AMG Managers Cadence Mid Cap Fund		AMG Managers Cadence Emerging Companies Fund
Assets:
Investments at value1(including securities on loan valued at $6,796,042, and $16,188,220, respectively)		$100,118,139		$144,263,389
Dividend, interest and other receivables		121,638		140,908
Receivable for Fund shares sold		3,918		29,901
Receivable from affiliate		2,249		7,898
Prepaid expenses and other assets		23,526		26,923
Total assets		100,269,470		144,469,019
Liabilities:
Payable upon return of securities loaned		1,964,802		4,861,164
Payable for Fund shares repurchased		100,120		13,865
Accrued expenses:
Investment advisory and management fees		35,862		81,280
Administrative fees		11,954		17,670
Distribution fees		13,185		—
Shareholder service fees		6,876		12,288
Other		63,344		71,959
Total liabilities		2,196,143		5,058,226
Net Assets		$98,073,327		$139,410,793
1Investments at cost		$84,375,003		$138,649,639

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

12

Statement of Assets and Liabilities(continued)

	AMG Managers Cadence Mid Cap Fund		AMG Managers Cadence Emerging Companies Fund
Net Assets Represent:
Paid-in capital		$76,659,889		$146,482,408
Total distributable earnings (loss)		21,413,438		(7,071,615	)
Net Assets		$98,073,327		$139,410,793
Class N:
Net Assets		$64,838,959		$22,604,606
Shares outstanding		2,385,583		454,311
Net asset value, offering and redemption price per share		$27.18		$49.76
Class I:
Net Assets		$13,935,050		$92,150,533
Shares outstanding		491,942		1,692,526
Net asset value, offering and redemption price per share		$28.33		$54.45
Class Z:
Net Assets		$19,299,318		$24,655,654
Shares outstanding		643,663		451,649
Net asset value, offering and redemption price per share		$29.98		$54.59

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

13

  Statement of Operations(unaudited)

  For the six months ended November 30, 2019

	AMG			AMG
	Managers			Managers Cadence
	Cadence Mid			Emerging
	Cap Fund			Companies Fund
Investment Income:
Dividend income		$658,739	1		$847,928	2
Securities lending income		5,159			109,304
Foreign withholding tax		—			(2,324	)
Total investment income		663,898			954,908
Expenses:
Investment advisory and management fees		223,432			563,139
Administrative fees		74,477			122,422
Distribution fees - Class N		81,230			—
Shareholder servicing fees - Class N		31,842			31,353
Shareholder servicing fees - Class I		10,996			55,540
Registration fees		26,273			31,842
Professional fees		17,982			19,903
Custodian fees		12,219			18,376
Reports to shareholders		11,171			15,320
Transfer agent fees		9,801			3,806
Trustee fees and expenses		4,439			7,644
Miscellaneous		2,592			5,566
Total expenses before offsets		506,454			874,911
Expense reimbursements		(24,418	)		(58,885	)
Net expenses		482,036			816,026
Net investment income		181,862			138,882
Net Realized and Unrealized Gain:
Net realized gain (loss) on investments		4,409,692			(4,702,418	)
Net change in unrealized appreciation/depreciation on investments		7,041,576			10,367,731
Net realized and unrealized gain		11,451,268			5,665,313
Net increase in net assets resulting from operations		$11,633,130			$5,804,195

¹  Includesnon-recurring dividends of $70,182.

²  Includesnon-recurring dividends of $228,160.

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

14

    Statements of Changes in Net Assets

    For the six months ended November 30, 2019 (unaudited) and the fiscal year ended May 31, 2019

	AMG						AMG
	Managers						Managers Cadence
	Cadence Mid Cap Fund						Emerging Companies Fund
	November 30, 2019			May 31, 2019			November 30, 2019			May 31, 2019
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment income (loss)		$181,862			$240,981			$138,882			$(780,940	)
Net realized gain (loss) on investments		4,409,692			8,978,011			(4,702,418	)		(734,635	)
Net change in unrealized appreciation/depreciation on investments		7,041,576			(13,958,181	)		10,367,731			(22,994,817	)
Net increase (decrease) in net assets resulting from operations		11,633,130			(4,739,189	)		5,804,195			(24,510,392	)
Distributions to Shareholders:
Class N		—			(11,671,054	)		—			(3,105,279	)
Class I		—			(2,512,248	)		—			(8,893,635	)
Class Z		—			(3,599,803	)		—			(2,214,428	)
Total distributions to shareholders		—			(17,783,105	)		—			(14,213,342	)
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		(13,420,064	)		(6,080,790	)		(41,658,511	)		81,488,589
Total increase (decrease) in net assets		(1,786,934	)		(28,603,084	)		(35,854,316	)		42,764,855
Net Assets:
Beginning of period		99,860,261			128,463,345			175,265,109			132,500,254
End of period		$98,073,327			$99,860,261			$139,410,793			$175,265,109

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

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

15

  AMG Managers Cadence Mid Cap Fund

  Financial Highlights

  For a share outstanding throughout each fiscal period

	For the six
	months ended			For the fiscal year ended May 31,
	November 30, 2019
Class N		(unaudited)			2019		2018		20171		2016		2015
Net Asset Value, Beginning of Period		$24.20			$30.86		$29.66		$26.87		$32.15		$34.15
Income (loss) from Investment Operations:
Net investment income (loss)2,3		0.03	4		0.03		0.01		(0.09	)	0.19	5	(0.06	)
Net realized and unrealized gain (loss) on investments		2.95			(1.78	)	4.75		4.58		(2.32	)	4.88
Total income (loss) from investment operations		2.98			(1.75	)	4.76		4.49		(2.13	)	4.82
Less Distributions to Shareholders from:
Net investment income		—			(0.03	)	—		(0.16	)	—		—
Net realized gain on investments		—			(4.88	)	(3.56	)	(1.54	)	(3.15	)	(6.82	)
Total distributions to shareholders		—			(4.91	)	(3.56	)	(1.70	)	(3.15	)	(6.82	)
Net Asset Value, End of Period		$27.18			$24.20		$30.86		$29.66		$26.87		$32.15
Total Return3,6		12.31	%7		(4.06	)%	16.25	%	17.23	%	(6.64	)%	15.14	%
Ratio of net expenses to average net assets8		1.07	%9		1.07	%	1.08	%	1.10	%	1.11	%	1.12	%
Ratio of gross expenses to average net assets10		1.12	%9		1.10	%	1.09	%	1.14	%	1.21	%	1.19	%
Ratio of net investment income (loss) to average net assets3		0.26	%9		0.11	%	0.02	%	(0.31	)%	0.67	%	(0.16	)%
Portfolio turnover		39	%7		46	%	72	%	141	%	149	%	130	%
Net assets end of period (000’s) omitted		$64,839			$64,333		$86,096		$84,873		$89,179		$116,666

16

  AMG Managers Cadence Mid Cap Fund

  Financial Highlights

   For a share outstanding throughout each fiscal period

	For the six
	months ended			For the fiscal year ended May 31,
	November 30, 2019
Class I		(unaudited)			2019		2018		20171		2016		2015
Net Asset Value, Beginning of Period		$25.19			$31.93		$30.52		$27.65		$33.07		$35.04
Income (loss) from Investment Operations:
Net investment income (loss)2,3		0.06	4		0.09		0.07		(0.03	)	0.25	5	(0.01	)
Net realized and unrealized gain (loss) on investments		3.08			(1.85	)	4.90		4.70		(2.39	)	5.02
Total income (loss) from investment operations		3.14			(1.76	)	4.97		4.67		(2.14	)	5.01
Less Distributions to Shareholders from:
Net investment income		—			(0.10	)	—		(0.21	)	(0.03	)	—
Net realized gain on investments		—			(4.88	)	(3.56	)	(1.59	)	(3.25	)	(6.98	)
Total distributions to shareholders		—			(4.98	)	(3.56	)	(1.80	)	(3.28	)	(6.98	)
Net Asset Value, End of Period		$28.33			$25.19		$31.93		$30.52		$27.65		$33.07
Total Return3,6		12.46	%7		(3.90	)%	16.49	%	17.44	%	(6.50	)%	15.34	%
Ratio of net expenses to average net assets8		0.87	%9		0.87	%	0.87	%	0.90	%	0.97	%	0.97	%
Ratio of gross expenses to average net assets10		0.92	%9		0.90	%	0.88	%	0.95	%	1.07	%	1.04	%
Ratio of net investment income (loss) to average net assets3		0.46	%9		0.31	%	0.22	%	(0.11	)%	0.86	%	(0.01	)%
Portfolio turnover		39	%7		46	%	72	%	141	%	149	%	130	%
Net assets end of period (000’s) omitted		$13,935			$14,738		$16,516		$15,245		$13,715		$14,809

17

  AMG Managers Cadence Mid Cap Fund

  Financial Highlights

  For a share outstanding throughout each fiscal period

	For the six
	months ended			For the fiscal year ended May 31,
	November 30, 2019
Class Z		(unaudited)			2019		2018		20171		2016		2015
Net Asset Value, Beginning of Period		$26.65			$33.45		$31.78		$28.79		$34.45		$36.44
Income (loss) from Investment Operations:
Net investment income2,3		0.09	4		0.14		0.12		0.02		0.33	5	0.09
Net realized and unrealized gain (loss) on investments		3.24			(1.91	)	5.11		4.92		(2.49	)	5.21
Total income (loss) from investment operations		3.33			(1.77	)	5.23		4.94		(2.16	)	5.30
Less Distributions to Shareholders from:
Net investment income		—			(0.15	)	—		(0.29	)	(0.11	)	—
Net realized gain on investments		—			(4.88	)	(3.56	)	(1.66	)	(3.39	)	(7.29	)
Total distributions to shareholders		—			(5.03	)	(3.56	)	(1.95	)	(3.50	)	(7.29	)
Net Asset Value, End of Period		$29.98			$26.65		$33.45		$31.78		$28.79		$34.45
Total Return3,6		12.49	%7		(3.73	)%	16.66	%	17.71	%	(6.28	)%	15.62	%
Ratio of net expenses to average net assets8		0.72	%9		0.72	%	0.72	%	0.72	%	0.72	%	0.72	%
Ratio of gross expenses to average net assets10		0.77	%9		0.75	%	0.73	%	0.76	%	0.82	%	0.79	%
Ratio of net investment income to average net assets3		0.61	%9		0.46	%	0.37	%	0.07	%	1.07	%	0.24	%
Portfolio turnover		39	%7		46	%	72	%	141	%	149	%	130	%
Net assets end of period (000’s) omitted		$19,299			$20,790		$25,851		$24,997		$26,636		$33,693

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

²  Per share numbers have been calculated using average shares.

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

⁴  Includesnon-recurring dividends. Without these dividends, net investment income per share would have been $0.02, $0.04, and $0.07 for Class N, Class I and Class Z shares, respectively.

⁵  Includesnon-recurring dividends. Without these dividends, net investment income per share would have been $0.01, $0.07, and $0.13 for Class N, Class I, and Class Z, respectively.

⁶  The total return is calculated using the published Net Asset Value as of period end.

⁷  Not annualized.

⁸  Includes reduction from broker recapture amounting to 0.01% for the fiscal year ended 2015.

⁹  Annualized.

¹⁰  Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.)

18

  AMG Managers Cadence Emerging Companies Fund

  Financial Highlights

  For a share outstanding throughout each fiscal period

	For the six months ended November 30, 2019 (unaudited)
				For the fiscal year ended May 31,
Class N					2019		2018		20171		2016		2015
Net Asset Value, Beginning of Period		$47.84			$59.14		$45.76		$36.33		$35.29		$30.70
Income (loss) from Investment Operations:
Net investment income (loss)2,3		0.01	4		(0.30	)	(0.25	)5	(0.36	)6	(0.33	)7	(0.32	)8
Net realized and unrealized gain (loss) on investments		1.91			(6.47	)	13.63		9.79		1.37		4.91
Total income (loss) from investment operations		1.92			(6.77	)	13.38		9.43		1.04		4.59
Less Distributions to Shareholders from:
Net realized gain on investments		—			(4.53	)	—		—		—		—
Net Asset Value, End of Period		$49.76			$47.84		$59.14		$45.76		$36.33		$35.29
Total Return3		4.01	%9,10		(10.92	)%10	29.24	%10	25.92	%	2.95	%	14.95	%10
Ratio of net expenses to average net assets11		1.13	%12		1.11	%	1.08	%	1.62	%	1.65	%	1.66	%
Ratio of gross expenses to average net assets13		1.20	%12		1.17	%	1.20	%	1.79	%	1.97	%	1.96	%
Ratio of net investment income (loss) to average net assets3		0.04	%12		(0.54	)%	(0.47	)%	(0.83	)%	(0.96	)%	(0.98	)%
Portfolio turnover		51	%9		96	%	89	%	90	%	150	%	146	%
Net assets end of period (000’s) omitted		$22,605			$32,440		$23,759		$13,446		$3,099		$3,143

19

  AMG Managers Cadence Emerging Companies Fund

  Financial Highlights

  For a share outstanding throughout each fiscal period

	For the six months ended November 30, 2019 (unaudited)
				For the fiscal year ended May 31,
Class I					2019		2018		20171		2016		2015
Net Asset Value, Beginning of Period		$52.32			$64.10		$49.54		$39.25		$38.04		$33.00
Income (loss) from Investment Operations:
Net investment income (loss)2,3		0.05	4		(0.25	)	(0.21	)5	(0.29	)6	(0.27	)7	(0.25	)8
Net realized and unrealized gain (loss) on investments		2.08			(7.00	)	14.77		10.58		1.48		5.29
Total income (loss) from investment operations		2.13			(7.25	)	14.56		10.29		1.21		5.04
Less Distributions to Shareholders from:
Net realized gain on investments		—			(4.53	)	—		—		—		—
Net Asset Value, End of Period		$54.45			$52.32		$64.10		$49.54		$39.25		$38.04
Total Return3,10		4.07	%9		(10.82	)%	29.39	%	26.22	%	3.18	%	15.27	%
Ratio of net expenses to average net assets11		0.99	%12		0.99	%	0.98	%	1.42	%	1.42	%	1.41	%
Ratio of gross expenses to average net assets13		1.06	%12		1.05	%	1.10	%	1.60	%	1.74	%	1.71	%
Ratio of net investment income (loss) to average net assets3		0.18	%12		(0.42	)%	(0.37	)%	(0.64	)%	(0.71	)%	(0.73	)%
Portfolio turnover		51	%9		96	%	89	%	90	%	150	%	146	%
Net assets end of period (000’s) omitted		$92,151			$116,101		$85,329		$56,850		$36,064		$34,566

20

  AMG Managers Cadence Emerging Companies Fund

  Financial Highlights

  For a share outstanding throughout each fiscal period

	For the six months ended November 30, 2019 (unaudited)
				For the fiscal year ended May 31,
Class Z					2019		201814
Net Asset Value, Beginning of Period		$52.43			$64.16		$49.54
Income (loss) from Investment Operations:
Net investment income (loss)2,3		0.07	4		(0.19	)	(0.17	)5
Net realized and unrealized gain (loss) on investments		2.09			(7.01	)	14.79
Total income (loss) from investment operations		2.16			(7.20	)	14.62
Less Distributions to Shareholders from:
Net realized gain on investments		—			(4.53	)	—
Net Asset Value, End of Period		$54.59			$52.43		$64.16
Total Return3,10		4.12	%9		(10.73	)%	29.51	%
Ratio of net expenses to average net assets		0.89	%12		0.89	%	0.89	%
Ratio of gross expenses to average net assets13		0.96	%12		0.95	%	1.01	%
Ratio of net investment income (loss) to average net assets3		0.28	%12		(0.32	)%	(0.28	)%
Portfolio turnover		51	%9		96	%	89	%
Net assets end of period (000’s) omitted		$24,656			$26,724		$23,412

¹ Effective October 1, 2016, the Service Class and Institutional Class were renamed Class S and Class I, respectively. Effective February 27, 2017, Class S was renamed Class N.

² Per share numbers have been calculated using average shares.

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

⁴  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.06), $(0.03), and less than $(0.01) for Class N, Class I and Class Z shares, respectively.

⁵  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.26), $(0.23), and $(0.19) for Class N, Class I and Class Z shares, respectively.

⁶  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.38) and $(0.31) for Class N and Class I, respectively.

⁷  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.36) and $(0.29) for Class N and Class I, respectively.

⁸  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.33) and $(0.27) for Class N and Class I, respectively.

⁹  Not annualized.

¹⁰  The total return is calculated using the published Net Asset Value as of period end.

¹¹  Includes reduction from broker recapture amounting to 0.01% for the fiscal year ended 2015.

¹²  Annualized.

¹³  Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.)

¹⁴  Commencement of operations was on May 31, 2017.

21

  Notes to Financial Statements(unaudited)

  November 30, 2019

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds III (the “Trust”) is anopen-end management investment company, organized as a Massachusetts business trust, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Managers Cadence Mid Cap Fund (“Mid Cap”) and AMG Managers Cadence Emerging Companies Fund (“Emerging Companies”), each a “Fund” and collectively, the “Funds”.

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

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

a. VALUATION OF INVESTMENTS

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

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

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

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

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

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

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

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

The three-tier hierarchy of inputs is summarized below:

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

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or

22

Notes to Financial Statements(continued)

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

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

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

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

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

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December. Distributions to shareholders are recorded on theex-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 topaid-in capital. Temporary differences arise when certain items

of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are primarily due to net operating losses, partnerships and distributions in excess of accumulated realized gain. Temporary differences are due to differing treatments for losses deferred due to excise tax regulations, partnerships, and wash sales.

At November 30, 2019, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The approximate cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

Fund	Cost		Appreciation		Depreciation			Net
Mid Cap		$84,375,003		$17,740,745		$(1,997,609	)		$15,743,136
Emerging Companies		138,649,639		14,254,360		(8,640,610	)		5,613,750

e. FEDERAL TAXES

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

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

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

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of May 31, 2019, the Funds had no capital loss carryovers for federal income tax purposes. Should the Funds incur net capital losses for the fiscal year ended May 31, 2020, such amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.

g. CAPITAL STOCK

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

23

Notes to Financial Statements(continued)

For the six months ended November 30, 2019 (unaudited) and the fiscal year ended May 31, 2019, the capital stock transactions by class for the Funds were as follows:

	Mid Cap												Emerging Companies
	November 30, 2019						May 31, 2019						November 30, 2019						May 31, 2019
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		11,464			$293,695			76,652			$2,046,041			25,463			$1,234,045			553,435			$32,853,873
Reinvestment of distributions		—			—			498,568			10,938,587			—			—			69,190			3,097,621
Cost of shares repurchased		(284,439	)		(7,354,456	)		(706,402	)		(19,940,058	)		(249,205	)		(12,195,633	)		(346,279	)		(18,720,758	)
Net increase (decrease)		(272,975	)		$(7,060,761	)		(131,182	)		$(6,955,430	)		(223,742	)		$(10,961,588	)		276,346			$17,230,736
Class I:
Proceeds from sale of shares		24,332			$644,255			95,778			$2,937,073			360,588			$19,086,811			1,555,248			$95,289,101
Reinvestment of distributions		—			—			109,623			2,501,590			—			—			181,635			8,885,595
Cost of shares repurchased		(117,353	)		(3,155,916	)		(137,754	)		(4,015,046	)		(887,166	)		(46,696,864	)		(849,043	)		(48,666,379	)
Net increase (decrease)		(93,021	)		$(2,511,661	)		67,647			$1,423,617			(526,578	)		$(27,610,053	)		887,840			$55,508,317
Class Z:
Proceeds from sale of shares		9,918			$281,862			101,826			$3,055,443			19,262			$1,024,716			197,498			$12,164,785
Reinvestment of distributions		—			—			125,549			3,028,249			—			—			44,817			2,196,036
Cost of shares repurchased		(146,400	)		(4,129,504	)		(220,047	)		(6,632,669	)		(77,317	)		(4,111,586	)		(97,530	)		(5,611,285	)
Net increase (decrease)		(136,482	)		$(3,847,642	)		7,328			$(548,977	)		(58,055	)		$(3,086,870	)		144,785			$8,749,536

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

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

At November 30, 2019, the market value of Repurchase Agreements outstanding for Mid Cap and Emerging Companies were $1,964,802 and $4,861,164, respectively.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the

Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by Cadence Capital Management, LLC. who serve pursuant to a subadvisory agreement with the Investment Manager.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the six months ended November 30, 2019, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

Mid Cap	0.45%
Emerging Companies	0.69%

The Investment Manager has contractually agreed, through at least October 1, 2020, 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 Mid Cap and Emerging Companies to 0.72% and 0.89%, respectively, of each Fund’s average daily net assets (this annual rate or such other annual rate that may be in effect from time to time, the “Expense Cap”), subject to later reimbursement by the Funds in certain circumstances.

24

Notes to Financial Statements(continued)

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.

In general, for a period of up to 36 months, the Investment Manager may recover from each Fund fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause a Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount.

At November 30, 2019, the Funds’ expiration of reimbursements subject to recoupment is as follows:

Expiration Period	Mid Cap		Emerging Companies
Less than 1 year		$23,232		$90,123
1-2 years		16,087		105,944
2-3 years		52,537		142,903
Total		$91,856		$338,970

The Trust, on behalf of the Funds, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for allnon-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund. Each Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service.

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

Mid Cap has adopted a distribution and service plan (the “Plan”) with respect to the Class N shares, in accordance with the requirements of Rule12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset-based sales charges. Pursuant to the Plan, the Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of the Fund’s Class N shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorized payments to the Distributor up to 0.25% annually of the Fund’s average daily net assets attributable to the Class N shares.

For each of the Class N and Class I shares, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include

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

The impact on the annualized expense ratios for the six months ended November 30, 2019, were as follows:

Fund	Maximum Annual Amount Approved		Actual Amount Incurred
Mid Cap
Class N		0.15%		0.10%
Class I		0.15%		0.15%
Emerging Companies
Class N		0.25%		0.24%
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 forout-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended November 30, 2019, Emerging Companies borrowed a maximum of $5,912,496 for nine days paying interest of $1,982. The interest amount is included in the Statement of Operations as miscellaneous expense. At November 30, 2019, the Funds had no interfund loans outstanding.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended November 30, 2019, were as follows:

	Long Term Securities
Fund	Purchases		Sales
Mid Cap		$37,913,825		$50,301,897
Emerging Companies		82,420,873		124,798,994

25

Notes to Financial Statements(continued)

The Funds had no purchases or sales of U.S. Government Obligations during the six months ended November 30, 2019.

4. PORTFOLIO SECURITIES LOANED

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

The value of securities loaned on positions held, and cash and securities collateral received at November 30, 2019, were as follows:

			Cash		Securities		Total
	Securities		Collateral		Collateral		Collateral
Fund	Loaned		Received		Received		Received
Mid Cap		$6,796,042		$1,964,802		$5,022,385		$6,987,187
Emerging Companies		16,188,220		4,861,164		11,884,130		16,745,294

The following table summarizes the securities received as collateral for securities lending at November 30, 2019:

	Collateral	Coupon	Maturity
Fund	Type	Range	Date Range
Mid Cap	U.S. Treasury Obligations	0.000%-8.750%	12/19/19-05/15/49
Emerging Companies	U.S. Treasury Obligations	0.000%-8.750%	12/19/19-05/15/49

5. COMMITMENTS AND CONTINGENCIES

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

6. MASTER NETTING AGREEMENTS

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

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of November 30, 2019:

			Gross Amount Not Offset in the     Statement of Assets and Liabilities
	Gross Amounts of
	Assets Presented in				Net
	the Statement of		Offset		Asset		Collateral		Net
Fund	Assets and Liabilities		Amount		Balance		Received		Amount
Mid Cap
Cantor Fitzgerald Securities, Inc.		$964,802		—		$964,802		$964,802		—
RBC Dominion Securities, Inc.		1,000,000		—		1,000,000		1,000,000		—
Total		$1,964,802		—		$1,964,802		$1,964,802		—

26

Notes to Financial Statements(continued)

			Gross Amount Not Offset in the     Statement of Assets and Liabilities
	Gross Amounts of
	Assets Presented in				Net
	the Statement of		Offset		Asset		Collateral		Net
Fund	Assets and Liabilities		Amount		Balance		Received		Amount
Emerging Companies
Bank of Montreal		$1,154,626		—		$1,154,626		$1,154,626		—
BNP Paribas S.A.		242,660		—		242,660		242,660		—
Cantor Fitzgerald Securities, Inc.		1,154,626		—		1,154,626		1,154,626		—
Citigroup Global Markets, Inc.		1,154,626		—		1,154,626		1,154,626		—
TD Securities LLC		1,154,626		—		1,154,626		1,154,626		—
Total		$4,861,164		—		$4,861,164		$4,861,164		—

7. SUBSEQUENT EVENTS

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

27

  Annual Renewal of Investment Management and Subadvisory Agreements

At anin-person meeting held on June 27, 2019, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of AMG Funds III (the “Trust”) (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for each of AMG Managers Cadence Emerging Companies Fund and AMG Managers Cadence Mid Cap Fund (each, a “Fund,” and collectively, the “Funds”) and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 (collectively, the “Investment Management Agreement”) and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, with the Subadviser for each Fund (collectively, the “Subadvisory Agreements”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreement and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for each Fund (each, a “Peer Group”), performance information for the relevant benchmark index for each Fund (each, a “Fund Benchmark”) and other information provided to them on a periodic basis throughout the year, as well as information provided in connection with their meeting held on June 27, 2019, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadviser under their respective agreements and other relevant matters. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.   NATURE, EXTENT AND QUALITY OF SERVICES   In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, information about its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreement and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadviser; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to each Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect to a Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodicin-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trust in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to, or replacements of, the Subadviser or potential additional subadvisers, including performing appropriate due diligence, and developing and presenting to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.   The Trustees also reviewed information relating to the Subadviser’s operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed information on portfolio management and other professional staff, information regarding the Subadviser’s organizational and management structure and the Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at the Subadviser with portfolio management responsibility for each Fund, including the information set forth in the Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by the Subadviser in the past; (b) the qualifications and experience of the Subadviser’s personnel; and (c) the Subadviser’s compliance program. The Trustees also took into account the financial condition of the Subadviser with respect to its ability to provide the services required under its Subadvisory Agreement. The Trustees also considered the Subadviser’s risk management processes.   PERFORMANCE   The Board considered each Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy. The Board noted the Investment Manager’s

28

Annual Renewal of Investment Management and Subadvisory Agreements(continued)

expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board was mindful of the Investment Manager’s attention to monitoring the Subadviser’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.   ADVISORY FEES AND PROFITABILITY   In considering the reasonableness of the advisory fee charged by the Investment Manager for managing each Fund, the Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadviser and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a“manager-of-managers” complex of mutual funds. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees concluded that, in light of the high quality supervisory services provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by each Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with amanager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain contractual expense limitations for the Funds.   In addition, in considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including anyso-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds; the cost of providing such services; the significant risks undertaken as Investment Manager and sponsor of the Funds, including investment, operational, enterprise, entrepreneurial, litigation, regulatory and compliance risks; and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also noted the current asset levels of each Fund and the willingness of the Investment Manager to waive fees and pay expenses for the Funds from time to time as a means of limiting total expenses. The Trustees also considered management’s discussion of the current asset levels of the Funds, and the impact on profitability of both the current asset levels and any future growth of assets of the Funds. The Board took into account management’s discussion of the advisory fee structure, and the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadviser. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Funds operate in amanager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for any Fund at this time. With respect to economies of scale, the Trustees also noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.   SUBADVISORY FEES AND PROFITABILITY   In considering the reasonableness of the subadvisory fee payable by the Investment Manager to the Subadviser, the Trustees relied on the ability of the Investment Manager to negotiate the terms of each Subadvisory Agreement at arm’s length as part of themanager-of-managers structure, noting that the Investment Manager is not affiliated with the Subadviser. In addition, the Trustees considered other potential benefits of the subadvisory relationship to the Subadviser, including, among others, the indirect benefits that the Subadviser may receive from its relationship with the Funds, including anyso-called “fallout benefits” to the Subadviser, such as reputational value derived from the Subadviser serving as Subadviser to the Funds, which bear the Subadviser’s name. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. As a consequence of all of the foregoing, the cost of services to be provided by the Subadviser and the profitability to the Subadviser of its relationship with a Fund were not material factors in the Trustees’ deliberations. For similar reasons, the Trustees did not consider potential economies of scale in the management of a Fund by the Subadviser to be a material factor in their deliberations at this time. In addition to the foregoing, the Trustees considered the specific factors and related conclusions set forth below with respect to each Fund, the Investment Manager and the Subadviser.   AMG Managers Cadence Emerging CompaniesFund   FUND PERFORMANCE   Among other information relating to the Fund’s performance (including the predecessor fund’s performance for periods prior to its acquisition by the Trust on September 27, 2010), the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the1-year,3-year,5-year and10-year periods ended March 31, 2019 was below, above, above and above, respectively, the median performance of the Peer Group and above the performance of the Fund Benchmark, the Russell Microcap^® Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including the fact that Class I shares of the Fund ranked in the top decile relative to its Peer Group for the10-year period and in the top quintile relative to its Peer Group for the5-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.   ADVISORY AND SUBADVISORY FEES   The Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2019 were both lower than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through October 1, 2019, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.89%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser, the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.   AMG Managers Cadence Mid Cap Fund   FUND PERFORMANCE   Among other information relating to the Fund’s performance (including the predecessor fund’s performance for periods prior to its acquisition by

29

Annual Renewal of Investment Management and Subadvisory Agreements(continued)

the Trust on September 27, 2010), the
Trustees noted that the Fund’s
performance for Class Z shares (which
share class has the earliest inception date
of all the share classes of the Fund) for the
1-year,3-year,5-year and10-year periods
ended March 31, 2019 was below the
median performance of the Peer Group
and below the performance of the Fund
Benchmark, the Russell Midcap^® Growth
Index. The Trustees took into account
management’s discussion of the Fund’s
performance, including the reasons for the
Fund’s underperformance relative to the
Fund Benchmark and Peer Group. The
Trustees concluded that the Fund’s overall
performance has been satisfactory in light
of the Fund’s investment objective,
strategies and policies.   ADVISORY AND SUBADVISORY FEES   The Trustees noted that the Fund’s
management fees (which include both the
advisory and administration fees) and total
expenses (weighted average, all classes
combined) (net of applicable expense waivers/reimbursements) as of
March 31, 2019 were both lower than
the average for the Peer Group. The
Trustees took into account the fact that
the Investment Manager has
contractually agreed, through October 1,
2019, to limit the Fund’s net annual
operating expenses (subject to certain
excluded expenses) to 0.72%. The
Trustees concluded that, in light of the
nature, extent and quality of the services
provided by the Investment Manager
and the Subadviser, the foregoing
expense limitation and the
considerations noted above with respect
to the Investment Manager and the
Subadviser, the Fund’s advisory and
subadvisory fees are reasonable.   *  *  *  *   After consideration of the foregoing, the
Trustees also reached the following
conclusions (in addition to the
conclusions discussed above) regarding
the Investment Management Agreement
and each Subadvisory Agreement:
(a) the Investment Manager and the Subadviser have demonstrated
that they possess the capability and
resources to perform the duties required
of them under the Investment
Management Agreement and each
Subadvisory Agreement and (b) the
Investment Manager and the Subadviser
maintain appropriate compliance
programs.   Based on all of the above-mentioned
factors and their related conclusions,
with no single factor or conclusion being
determinative and with each Trustee not
necessarily attributing the same weight
to each factor, the Trustees concluded
that approval of the Investment
Management Agreement and each
Subadvisory Agreement would be in the
best interests of the applicable Fund and
its shareholders. Accordingly, on
June 27, 2019, the Trustees, and
separately a majority of the Independent
Trustees, voted to approve the
Investment Management and the
Subadvisory Agreements for each Fund.

30

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INVESTMENT MANAGER AND ADMINISTRATOR   AMG Funds LLC 600 Steamboat Road, Suite 300 Greenwich, CT 06830 800.548.4539   DISTRIBUTOR   AMG Distributors, Inc. 600 Steamboat Road, Suite 300 Greenwich, CT 06830 800.548.4539   SUBADVISER   Cadence Capital Management, LLC 265 Franklin Street, 11th Floor Boston, MA 02110   CUSTODIAN   The Bank of New York Mellon 111 Sanders Creek Parkway East Syracuse, NY 13057   LEGAL COUNSEL   Ropes & Gray LLP Prudential Tower, 800 Boylston Street Boston, MA 02199-3600 TRANSFER AGENT   BNY Mellon Investment Servicing (US) Inc. Attn: AMG Funds P.O. Box 9769 Providence, RI 02940 800.548.4539   TRUSTEES   Bruce B. Bingham Christine C. Carsman Edward J. Kaier Kurt A. Keilhacker Steven J. Paggioli Richard F. Powers III Eric Rakowski Victoria L. Sassine Thomas R. Schneeweis This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.548.4539. Distributed by AMG Distributors, Inc., member FINRA/SIPC.   Current net asset values per share for each Fund are available on the Funds’ website at amgfunds.com.   A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding each Fund’s proxy voting record for the12-month period ended June 30, call 800.548.4539 or visit the SEC website at sec.gov.   The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on FormN-PORT, which has replaced FormN-Q. The Funds’ portfolio holdings on FormN-PORT are available on the SEC’s website at sec.gov. To review a complete list of the Funds’ portfolio holdings, or to view the most recent semiannual report or annual report, please visit amgfunds.com.  

33

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

amgfunds.com                 113019             SAR065

Item 2. CODE OF ETHICS

Not applicable for the semi-annual shareholder report.

Item 3. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for the semi-annual shareholder report.

Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for the semi-annual shareholder report.

Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

Item 6. SCHEDULE OF INVESTMENTS

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

Item 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 8. PORTFOLIO MANAGERS OFCLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 9. PURCHASES OF EQUITY SECURITIES BYCLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS

Not applicable.

Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 11. CONTROLS AND PROCEDURES

(a) The registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the registrant on FormN-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 FormN-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 FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 13. EXHIBITS

(a)(1)	Not applicable.
(a)(2)	Certifications pursuant to Rule30a-2(a) under the Investment Company Act of 1940 - Filed herewith.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule30a-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: January 31, 2020

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

By:	/s/ Keitha L. Kinne
	Keitha L. Kinne, Principal Executive Officer
Date: January 31, 2020
By:	/s/ Thomas Disbrow
	Thomas Disbrow, Principal Financial Officer
Date: January 31, 2020