AMG Funds II NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06431

AMG FUNDS II

(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: DECEMBER 31

Date of reporting period: JANUARY 1, 2017 – JUNE 30, 2017 (Semi-Annual Shareholder Report)

Item 1.

Reports to Shareholders


		SEMI-ANNUAL REPORT

AMG Funds

June 30, 2017

AMG Chicago Equity Partners Balanced Fund

Class N: MBEAX | Class I: MBESX | Class Z: MBEYX

AMG Chicago Equity Partners Small Cap Value Fund

Class N: CESVX | Class I: CESSX | Class Z: CESIX

AMG Managers Amundi Intermediate Government Fund

Class N: MGIDX | Class I: MADIX | Class Z: MAMZX

AMG Managers Amundi Short Duration Government Fund

Class N: MGSDX | Class I: MANIX | Class Z: MATZX


www.amgfunds.com		SAR009-0617

AMG Funds

Semi-Annual Report—June 30, 2017 (unaudited)


TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2

FUND PERFORMANCE		3

FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
AMG Chicago Equity Partners Balanced Fund		5
AMG Chicago Equity Partners Small Cap Value Fund		14
AMG Managers Amundi Intermediate Government Fund		18
AMG Managers Amundi Short Duration Government Fund		23

NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		30

FINANCIAL STATEMENTS

Statement of Assets and Liabilities		36
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts

Statement of Operations		40
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the period

Statements of Changes in Net Assets		41
Detail of changes in assets for the past two periods

Financial Highlights		43
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

Notes to Financial Statements		52
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		61

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.


				Beginning		Ending
	Expense			Account		Account		Expenses
	Ratio for			Value		Value		Paid During
Six Months Ended June 30, 2017	the Period			01/01/17		06/30/17		the Period*
AMG Chicago Equity Partners Balanced Fund Class N
Based on Actual Fund Return		1.09	%	$	1,000	$	1,070	$	5.59
Hypothetical (5% return before expenses)		1.09	%	$	1,000	$	1,019	$	5.46
Class I
Based on Actual Fund Return		0.94	%	$	1,000	$	1,071	$	4.83
Hypothetical (5% return before expenses)		0.94	%	$	1,000	$	1,020	$	4.71
Class Z
Based on Actual Fund Return		0.84	%	$	1,000	$	1,072	$	4.31
Hypothetical (5% return before expenses)		0.84	%	$	1,000	$	1,021	$	4.21
AMG Chicago Equity Partners Small Cap Value Fund
Class N
Based on Actual Fund Return		1.35	%	$	1,000	$	984	$	6.64
Hypothetical (5% return before expenses)		1.35	%	$	1,000	$	1,018	$	6.76
Class I
Based on Actual Fund Return		1.07	%	$	1,000	$	985	$	5.22
Hypothetical (5% return before expenses)		1.07	%	$	1,000	$	1,019	$	5.31
Class Z
Based on Actual Fund Return		0.95	%	$	1,000	$	985	$	4.68
Hypothetical (5% return before expenses)		0.95	%	$	1,000	$	1,020	$	4.76
AMG Managers Amundi Intermediate Government Fund
Class N
Based on Actual Fund Return		0.85	%	$	1,000	$	1,011	$	4.24
Hypothetical (5% return before expenses)		0.85	%	$	1,000	$	1,021	$	4.26
Class I**
Based on Actual Fund Return		0.68	%	$	1,000	$	1,005	$	2.32
Hypothetical (5% return before expenses)		0.68	%	$	1,000	$	1,021	$	3.41
Class Z**
Based on Actual Fund Return		0.68	%	$	1,000	$	1,005	$	2.32
Hypothetical (5% return before expenses)		0.68	%	$	1,000	$	1,021	$	3.41
AMG Managers Amundi Short Duration Government Fund
Class N
Based on Actual Fund Return		0.75	%	$	1,000	$	1,002	$	3.72
Hypothetical (5% return before expenses)		0.75	%	$	1,000	$	1,021	$	3.76
Class I**
Based on Actual Fund Return		0.56	%	$	1,000	$	999	$	1.90
Hypothetical (5% return before expenses)		0.56	%	$	1,000	$	1,022	$	2.81
Class Z**
Based on Actual Fund Return		0.56	%	$	1,000	$	1,000	$	1.90
Hypothetical (5% return before expenses)		0.56	%	$	1,000	$	1,022	$	2.81

*	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 half-year (181), then divided by 365.

**	Commenced operations on February 27, 2017, and as such, the 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 (124), then divided by 365.

Fund Performance (unaudited)

Periods ended June 30, 2017

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 June 30, 2017.


Average Annual Total Returns¹	Six			One			Five			Ten			Since			Inception
Average Annual Total Returns¹	Months*			Year			Years			Years			Inception			Date
AMG Chicago Equity Partners Balanced Fund^2,3,4,5,6,7
Class N		7.02	%		9.85	%		8.80	%		6.46	%		7.85	%		01/02/97
Class I		7.11	%		10.01	%		—			—			8.89	%		11/30/12
Class Z		7.17	%		10.12	%		9.06	%		6.73	%		8.23	%		01/02/97
60% Russell 1000^® Index¹⁴/40% Bloomberg Barclays U.S. Aggregate Bond Index¹⁵		6.47	%		10.44	%		9.76	%		6.80	%		7.55	%		01/02/97	^†
Bloomberg Barclays U.S. Aggregate Bond Index¹⁵		2.27	%		(0.31	)%		2.21	%		4.48	%		5.29	%		01/02/97	^†
Russell 1000^® Index¹⁴		9.27	%		18.03	%		14.67	%		7.29	%		8.16	%		01/02/97	^†
AMG Chicago Equity Partners Small Cap Value Fund^2,5,7,8,9,10
Class N		(1.62	)%		21.72	%		—			—			7.28	%		12/31/14
Class I		(1.47	)%		22.21	%		—			—			7.61	%		12/31/14
Class Z		(1.48	)%		22.21	%		—			—			7.69	%		12/31/14
Russell 2000^® Value Index¹⁶		0.54	%		24.86	%		13.39	%		5.92	%		8.50	%		12/31/14	^†
AMG Managers Amundi Intermediate Government Fund^{2,3,4,11,12,13}
Class N¹⁷		1.06	%		(0.21	)%		2.02	%		4.35	%		5.57	%		03/31/92
Class I		—			—			—			—			0.54	%		02/24/17
Class Z		—			—			—			—			0.45	%		02/24/17
Bloomberg Barclays U.S. Aggregate Bond Index¹⁵		2.27	%		(0.31	)%		2.21	%		4.48	%		5.72	%		03/31/92	^†
Citigroup Mortgage Index¹⁸		1.36	%		(0.08	)%		1.97	%		4.35	%		5.58	%		03/31/92	^†
AMG Managers Amundi Short Duration Government Fund^{2,3,4,11,12,13}
Class N¹⁷		0.20	%		0.75	%		0.51	%		1.36	%		3.37	%		03/31/92
Class I		—			—			—			—			(0.13	)%		02/24/17
Class Z		—			—			—			—			(0.03	)%		02/24/17
BofA Merrill Lynch 6-Month U.S. Treasury Bill Index¹⁹		0.36	%		0.62	%		0.33	%		0.94	%		2.93	%		03/31/92	^†

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) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

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

^*	Not annualized.

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

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 Funds are net of expenses and based on the published NAV as of June 30, 2017. All returns are in U.S. dollars ($).

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

³	To the extent that the Fund invests in asset-backed or mortgage-backed securities, its exposure to prepayment and extension risks may be greater than investments in other fixed income securities.

⁴

The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall.

⁵	Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.

⁶	The Fund is subject to risks associated with investments in mid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

⁷	The Fund invests in value stocks, which may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

⁸

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

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

Fund Performance (continued)

¹⁰	The Fund is subject to special risk considerations similar to those associated with the direct ownership of real estate. Real estate valuations may be subject to factors such as changing general and local economic, financial, competitive, and environmental conditions.

¹¹	The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

¹²

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

¹³

Obligations of certain government agencies are not backed by the full faith and credit of the U.S. government. If one of these agencies defaulted on a loan, there is no guarantee that the U.S. government would provide financial support. Additionally, debt securities of the U.S. government may be affected by changing interest rates and subject to prepayment risk.

¹⁴

The Russell 1000^® Index measures the performance of approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 92% of the U.S. market. Unlike the Fund, the Russell 1000^® Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁵

The Bloomberg Barclays U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. Unlike the Fund, the Bloomberg Barclays U.S. Aggregate Bond Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁶

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

¹⁷	Effective February 27, 2017, Class S of AMG Managers Amundi Intermediate Government Fund and AMG Managers Amundi Short Duration Government Fund were renamed Class N.

¹⁸

The Citigroup Mortgage Index includes all outstanding government sponsored fixed-rate mortgage-backed securities, weighted in proportion to their current market capitalization. The Index reflects no deductions for fees, expenses, or taxes. Unlike the Fund, the Citigroup Mortgage Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁹	The BofA Merrill Lynch 6-Month T-Bill Index is an unmanaged index that measures returns of six-month Treasury Bills. Unlike the Fund, the BofA Merrill Lynch 6-Month T-Bill Index is unmanaged, is not available for investment and does not incur expenses.

The Russell 1000^® Index and Russell 2000^® Value Index are registered trademarks of the London Stock Exchange Group companies.

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

AMG Chicago Equity Partners Balanced Fund

Fund Snapshot (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN


Sector	AMG Chicago Equity Partners Balanced Fund*
U.S. Government and Agency Obligations		30.5	%
Information Technology		16.7	%
Industrials		9.7	%
Consumer Discretionary		9.4	%
Health Care		9.2	%
Financials		8.5	%
Consumer Staples		5.1	%
Real Estate		2.6	%
Energy		2.4	%
Materials		2.1	%
Utilities		1.9	%
Telecommunication Services		1.3	%
Rights		0.0	%^#
Other Assets and Liabilities		0.6	%

*	As a percentage of net assets.

#	Less than 0.05%.

TOP TEN HOLDINGS


Security Name	% of Net Assets
U.S. Treasury Bonds, 2.750%, 08/15/42**		2.5	%
Apple, Inc.**		2.4
U.S. Treasury Notes, 2.250%, 11/15/24**		2.4
U.S. Treasury Notes, 1.375%, 08/31/20		1.7
Facebook, Inc., Class A**		1.7
Alphabet, Inc., Class A**		1.7
U.S. Treasury Notes, 1.875%, 11/30/21**		1.3
Microsoft Corp.**		1.3
FHLMC Gold Pool, 3.500%, 01/01/46**		1.3
Amazon.com, Inc.		1.1

Top Ten as a Group		17.4	%

**	Top Ten Holdings as of December 31, 2016.

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.

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017


	Shares		Value
Common Stocks - 64.5%
Consumer Discretionary - 9.4%
Amazon.com, Inc.^*		2,170	$	2,100,560
American Axle & Manufacturing Holdings, Inc.^*		920		14,352
Asbury Automotive Group, Inc.^*		540		30,537
Beazer Homes USA, Inc.^*		2,100		28,812
Best Buy Co., Inc.		1,420		81,409
Big 5 Sporting Goods Corp.		1,970		25,708
Big Lots, Inc.¹		1,205		58,202
Bloomin’ Brands, Inc.		3,240		68,785
BorgWarner, Inc.		4,950		209,682
Bridgepoint Education, Inc.^*		1,730		25,535
Burlington Stores, Inc.^*		6,940		638,411
Callaway Golf Co.		980		12,524
Career Education Corp.^*		1,350		12,960
CarMax, Inc.^*		3,480		219,449
CBS Corp., Class B		18,040		1,150,591
The Children’s Place, Inc.¹		390		39,819
Choice Hotels International, Inc.		4,700		301,975
Coach, Inc.		8,890		420,853
Comcast Corp., Class A		51,440		2,002,045
Cooper-Standard Holdings, Inc.^*		110		11,096
Darden Restaurants, Inc.		680		61,499
Dave & Buster’s Entertainment, Inc.^*		250		16,628
Domino’s Pizza, Inc.		3,570		755,162
Dunkin’ Brands Group, Inc.¹		3,890		214,417
Grand Canyon Education, Inc.^*		115		9,017
Hasbro, Inc.		4,180		466,112
The Home Depot, Inc.		8,710		1,336,114
The Interpublic Group of Cos., Inc.		5,240		128,904
Intrawest Resorts Holdings, Inc.^*		805		19,111
Johnson Outdoors, Inc., Class A		600		28,926
KB Home		910		21,813
La-Z-Boy, Inc.		290		9,425
Liberty Interactive Corp. QVC Group, Class A^*		4,010		98,405
M/I Homes, Inc.^*		1,160		33,118
Malibu Boats, Inc., Class A^*		2,100		54,327
Marriott International, Inc., Class A		2,390		239,741
Marriott Vacations Worldwide Corp.		260		30,615
MCBC Holdings, Inc.^*		1,780		34,799
McDonald’s Corp.		2,480		379,837
MSG Networks, Inc., Class A^*		1,210		27,164
Netflix, Inc.^*		3,680		549,829
Nutrisystem, Inc.		1,110		57,776
Office Depot, Inc.		5,480		30,907
Omnicom Group, Inc.		2,300		190,670


	Shares		Value
Perry Ellis International, Inc.^*		640	$	12,454
Pinnacle Entertainment, Inc.^*		2,070		40,903
Pool Corp.		6,610		777,138
Ralph Lauren Corp.		450		33,210
Ross Stores, Inc.		10,380		599,237
Select Comfort Corp.^*		625		22,181
Service Corp. International		11,790		394,376
Sinclair Broadcast Group, Inc., Class A		280		9,212
Sirius XM Holdings, Inc.¹		20,880		114,214
Target Corp.		5,155		269,555
Taylor Morrison Home Corp., Class A^*		1,920		46,099
Tenneco, Inc.		1,030		59,565
Time Warner, Inc.		1,520		152,623
Tupperware Brands Corp.		12,250		860,318
Ulta Beauty, Inc.^*		2,420		695,363
VF Corp.		2,590		149,184
Visteon Corp.^*		4,790		488,867
The Walt Disney Co.		1,075		114,219
Wayfair, Inc., Class A^*		1,610		123,777
Wolverine World Wide, Inc.		1,170		32,772
Total Consumer Discretionary				17,242,888
Consumer Staples - 5.1%
Altria Group, Inc.		7,625		567,834
Archer-Daniels-Midland Co.		6,280		259,866
Blue Buffalo Pet Products, Inc.^*		5,120		116,787
Brown-Forman Corp., Class B		3,100		150,660
Campbell Soup Co.		3,100		161,665
Central Garden and Pet Co., Class A^*		590		17,712
Church & Dwight Co., Inc.		6,670		346,040
The Coca-Cola Co.		8,560		383,916
Colgate-Palmolive Co.		1,220		90,439
ConAgra Brands, Inc.		18,190		650,474
Constellation Brands, Inc., Class A		4,400		852,412
CVS Health Corp.		2,270		182,644
Dean Foods Co.		685		11,645
Energizer Holdings, Inc.		13,360		641,547
Ingredion, Inc.		3,960		472,072
The JM Smucker Co.		2,400		283,992
John B Sanfilippo & Son, Inc.		480		30,293
Lamb Weston Holdings, Inc.		6,507		286,568
Limoneira Co.		485		11,461
Medifast, Inc.		400		16,588
National Beverage Corp.¹		415		38,827
Nu Skin Enterprises, Inc., Class A		1,010		63,468
PepsiCo, Inc.		5,380		621,336
Performance Food Group Co.^*		420		11,508

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

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Consumer Staples - 5.1% (continued)
Philip Morris International, Inc.		9,550	$	1,121,648
Pilgrim’s Pride Corp.^*		6,140		134,589
The Procter & Gamble Co.		11,340		988,281
Reynolds American, Inc.		1,140		74,146
Sanderson Farms, Inc.		50		5,782
Sysco Corp.		2,740		137,904
Universal Corp.		450		29,115
Walgreens Boots Alliance, Inc.		2,010		157,403
Wal-Mart Stores, Inc.		6,090		460,891
Total Consumer Staples				9,379,513
Energy - 2.4%
Anadarko Petroleum Corp.		2,020		91,587
Apache Corp.		3,150		150,980
Baker Hughes, Inc.		2,810		153,173
Cabot Oil & Gas Corp.		4,870		122,140
Chevron Corp.		7,145		745,438
Cimarex Energy Co.		1,560		146,656
ConocoPhillips		3,840		168,806
CONSOL Energy, Inc.^*,1		25,770		385,004
Delek US Holdings, Inc.¹		1,980		52,351
Devon Energy Corp.		6,790		217,076
Diamondback Energy, Inc.^*		1,010		89,698
Ensco PLC, Class A¹		1,770		9,133
EOG Resources, Inc.		1,635		148,000
EQT Corp.		780		45,700
Evolution Petroleum Corp.		1,840		14,904
Exterran Corp.^*		330		8,811
Exxon Mobil Corp.		11,095		895,699
Green Plains, Inc.		550		11,302
McDermott International, Inc.^*		5,520		39,578
Nabors Industries, Ltd.		9,530		77,574
National Oilwell Varco, Inc.		3,300		108,702
Newpark Resources, Inc.^*		4,670		34,324
Noble Corp. PLC¹		16,620		60,164
Noble Energy, Inc.		2,720		76,976
Occidental Petroleum Corp.		1,730		103,575
Oceaneering International, Inc.		3,610		82,452
ONEOK, Inc.		1,330		69,373
Parsley Energy, Inc., Class A^*		4,110		114,052
Renewable Energy Group, Inc.^*		2,150		27,842
RPC, Inc.¹		4,730		95,593
Valero Energy Corp.		1,510		101,865
W&T Offshore, Inc.^*		11,170		21,893
Total Energy				4,470,421


	Shares		Value
Financials - 6.9%
Aflac, Inc.		1,350	$	104,868
The Allstate Corp.		5,160		456,350
American Financial Group, Inc.		640		63,597
Ameriprise Financial, Inc.		1,750		222,757
Anworth Mortgage Asset Corp., REIT		3,750		22,538
ARMOUR Residential REIT, Inc., REIT¹		3,210		80,250
Aspen Insurance Holdings, Ltd.		3,540		176,469
Associated Banc-Corp.		7,100		178,920
Assurant, Inc.		2,230		231,229
Assured Guaranty, Ltd.		6,240		260,458
BancFirst Corp.		150		14,490
Bank of America Corp.		38,560		935,466
The Bank of NT Butterfield & Son, Ltd.		1,310		44,671
Berkshire Hathaway, Inc., Class B^*		2,850		482,704
BGC Partners, Inc., Class A		890		11,250
Cathay General Bancorp		480		18,216
CBOE Holdings, Inc.		3,240		296,136
Citizens Financial Group, Inc.		6,470		230,850
City Holding Co.		160		10,539
CME Group, Inc.		675		84,537
Comerica, Inc.		1,760		128,902
Commerce Bancshares, Inc.		3,851		218,852
Cullen/Frost Bankers, Inc.		800		75,128
Discover Financial Services		2,980		185,326
Eaton Vance Corp.		6,620		313,258
Enova International, Inc.^*		2,225		33,041
Erie Indemnity Co., Class A		1,020		127,571
Evercore Partners, Inc., Class A		1,380		97,290
FB Financial Corp.^*		330		11,943
Federal Agricultural Mortgage Corp., Class C		300		19,410
Fifth Third Bancorp		7,060		183,278
First Connecticut Bancorp, Inc.		370		9,490
First Financial Bancorp		450		12,465
First Merchants Corp.		540		21,676
Franklin Resources, Inc.		4,030		180,504
Fulton Financial Corp.		3,290		62,510
The Goldman Sachs Group, Inc.		610		135,359
Green Bancorp, Inc.^*		500		9,700
Hancock Holding Co.		2,425		118,825
Home Bancorp, Inc.		425		18,071
Independent Bank Corp.		700		15,225
Invesco, Ltd.		4,150		146,038
JPMorgan Chase & Co.		11,208		1,024,411
Lincoln National Corp.		4,100		277,078

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

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Financials - 6.9% (continued)
LPL Financial Holdings, Inc.		10,950	$	464,937
MarketAxess Holdings, Inc.		1,580		317,738
MFA Financial, Inc., REIT		11,270		94,555
MGIC Investment Corp.^*		4,680		52,416
Navient Corp.		4,600		76,590
Northern Trust Corp.		6,760		657,140
Old Second Bancorp, Inc.		370		4,274
Preferred Bank		1,280		68,442
Primerica, Inc.		165		12,499
Principal Financial Group, Inc.		1,110		71,118
The Progressive Corp.		14,580		642,832
Prudential Financial, Inc.		1,770		191,408
QCR Holdings, Inc.		150		7,110
Regions Financial Corp.		12,230		179,047
S&P Global, Inc.		3,020		440,890
Sandy Spring Bancorp, Inc.		465		18,907
Selective Insurance Group, Inc.		190		9,510
ServisFirst Bancshares, Inc.		1,960		72,304
SunTrust Banks, Inc.		5,715		324,155
T. Rowe Price Group, Inc.		950		70,500
TD Ameritrade Holding Corp.		3,270		140,577
Third Point Reinsurance, Ltd.^*		5,715		79,438
Torchmark Corp.		1,480		113,220
The Travelers Cos., Inc.		665		84,142
UMB Financial Corp.		1,230		92,078
Universal Insurance Holdings, Inc.¹		3,445		86,814
US Bancorp		6,565		340,855
Valley National Bancorp		6,750		79,718
Walker & Dunlop, Inc.^*		1,810		88,382
Wells Fargo & Co.		4,770		264,306
White Mountains Insurance Group, Ltd.		110		95,549
Wintrust Financial Corp.		440		33,634
Total Financials				12,626,731
Health Care - 9.2%
AbbVie, Inc.		8,290		601,108
Aetna, Inc.		985		149,553
Agenus, Inc.^*,1		1,550		6,060
Align Technology, Inc.^*		4,330		650,020
Allergan PLC		2,550		619,880
AmerisourceBergen Corp.		2,740		259,012
Amgen, Inc.		5,280		909,374
ANI Pharmaceuticals, Inc.^*		240		11,232
Array BioPharma, Inc.^*		3,675		30,760
Baxter International, Inc.		26,248		1,589,054
BioSpecifics Technologies Corp.^*		520		25,745


	Shares		Value
Bioverativ, Inc.^*		3,250	$	195,552
Bristol-Myers Squibb Co.		2,980		166,046
Calithera Biosciences, Inc.^*		715		10,618
Cardinal Health, Inc.		750		58,440
Cardiovascular Systems, Inc.^*		440		14,181
Catalent, Inc.^*		1,800		63,180
Celgene Corp.^*		8,780		1,140,259
Chemed Corp.		300		61,359
Cigna Corp.		790		132,238
Clovis Oncology, Inc.^*		570		53,369
Corcept Therapeutics, Inc.^*,1		1,785		21,063
CR Bard, Inc.		440		139,088
Exelixis, Inc.^*		11,920		293,590
Express Scripts Holding Co.^*		8,640		551,578
Gilead Sciences, Inc.		840		59,455
Halozyme Therapeutics, Inc.^*,1		6,145		78,779
Halyard Health, Inc.^*		260		10,213
Hill-Rom Holdings, Inc.		1,620		128,968
Humana, Inc.		1,570		377,773
IDEXX Laboratories, Inc.^*		4,390		708,634
ImmunoGen, Inc.^*,1		5,130		36,474
Immunomedics, Inc.^*		2,850		25,166
INC Research Holdings, Inc., Class A^*		210		12,285
Innoviva, Inc.^*,1		5,670		72,576
Intuitive Surgical, Inc.^*		270		252,550
Ionis Pharmaceuticals, Inc.^*,1		5,970		303,694
Ironwood Pharmaceuticals, Inc.^*,1		1,595		30,114
Johnson & Johnson		6,875		909,494
Keryx Biopharmaceuticals, Inc.^*,1		7,040		50,899
LHC Group, Inc.^*		220		14,936
Magellan Health, Inc.^*		445		32,440
Masimo Corp.^*		925		84,342
McKesson Corp.		690		113,533
Merck & Co., Inc.		15,535		995,638
Mettler-Toledo International, Inc.^*		200		117,708
Molina Healthcare, Inc.^*,1		830		57,419
Novavax, Inc.^*		12,305		14,151
Omeros Corp.^*		645		12,839
OraSure Technologies, Inc.^*		1,740		30,032
Owens & Minor, Inc.		300		9,657
Perrigo Co. PLC		1,220		92,134
Pfizer, Inc.		3,367		113,098
PRA Health Sciences, Inc.^*		130		9,751
PTC Therapeutics, Inc.^*,1		600		10,998
Quest Diagnostics, Inc.		890		98,932
Quidel Corp.^*		2,410		65,407

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

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Health Care - 9.2% (continued)
Quintiles IMS Holdings, Inc.^*		2,870	$	256,865
Tivity Health, Inc.^*		665		26,500
United Therapeutics Corp.^*		1,370		177,730
UnitedHealth Group, Inc.		6,680		1,238,606
Varian Medical Systems, Inc.^*		4,370		450,940
Veeva Systems, Inc., Class A^*		6,780		415,682
Vertex Pharmaceuticals, Inc.^*		1,250		161,088
WellCare Health Plans, Inc.^*		4,465		801,735
West Pharmaceutical Services, Inc.		1,770		167,300
Zoetis, Inc.		9,210		574,520
Total Health Care				16,953,414
Industrials - 7.9%
3M Co.		5,220		1,086,752
AAR Corp.		730		25,375
ACCO Brands Corp.^*		1,635		19,048
Alamo Group, Inc.		360		32,692
Applied Industrial Technologies, Inc.		830		49,012
Argan, Inc.		490		29,400
Blue Bird Corp.^*		1,150		19,550
Brady Corp., Class A		650		22,035
The Brink’s Co.		675		45,225
CAI International, Inc.^*		730		17,228
Caterpillar, Inc.		2,440		262,202
Cintas Corp.		2,740		345,350
Copa Holdings, S.A., Class A		950		111,150
Copart, Inc.^*		7,360		233,974
Costamare, Inc.		1,560		11,404
CSX Corp.		7,140		389,558
Cummins, Inc.		1,530		248,197
Deere & Co.		2,220		274,370
DXP Enterprises, Inc.^*		365		12,592
Emerson Electric Co.		5,160		307,639
Ennis, Inc.		1,245		23,780
Esterline Technologies Corp.^*		305		28,914
GATX Corp.¹		3,650		234,586
General Electric Co.		3,280		88,593
The Greenbrier Cos., Inc.¹		475		21,969
Harsco Corp.^*		2,530		40,733
Hawaiian Holdings, Inc.^*		1,540		72,303
HEICO Corp.		6,237		448,066
Hillenbrand, Inc.		1,970		71,117
Illinois Tool Works, Inc.		5,660		810,795
Insperity, Inc.		690		48,990
Jacobs Engineering Group, Inc.		1,800		97,902
Kelly Services, Inc.		1,430		32,104


	Shares		Value
Kennametal, Inc.		3,190	$	119,370
Landstar System, Inc.		5,530		473,368
MasTec, Inc.^*		1,495		67,499
Moog, Inc., Class A^*		290		20,799
MRC Global, Inc.^*		3,595		59,389
Nordson Corp.		4,960		601,747
Northrop Grumman Corp.		1,730		444,108
Oshkosh Corp.		980		67,502
Parker Hannifin Corp.		990		158,222
Primoris Services Corp.		1,060		26,436
Quad/Graphics, Inc.		1,750		40,110
Quanta Services, Inc.^*		8,240		271,261
Rockwell Automation, Inc.		8,415		1,362,893
Rockwell Collins, Inc.		3,810		400,355
Roper Technologies, Inc.		640		148,179
Rush Enterprises, Inc., Class A^*		900		33,462
Southwest Airlines Co.		8,910		553,667
Spirit AeroSystems Holdings, Inc., Class A		1,920		111,245
The Toro Co.		770		53,353
TransUnion^*		20,940		906,911
Trex Co., Inc.^*		155		10,487
Triton International, Ltd/Bermuda		1,265		42,302
Tutor Perini Corp.^*		1,590		45,712
Union Pacific Corp.		6,860		747,123
United Continental Holdings, Inc.^*		1,230		92,558
United Rentals, Inc.^*		2,140		241,199
United Technologies Corp.		2,580		315,044
Valmont Industries, Inc.		690		103,224
Vectrus, Inc.^*		1,535		49,611
Wabash National Corp.¹		4,100		90,118
Waste Management, Inc.		15,040		1,103,184
WW Grainger, Inc.		1,020		184,141
Total Industrials				14,507,184
Information Technology - 16.7%
3D Systems Corp.^*,1		620		11,594
Activision Blizzard, Inc.		3,160		181,921
Adobe Systems, Inc.^*		2,790		394,618
Advanced Energy Industries, Inc.^*		330		21,348
Advanced Micro Devices, Inc.^*		11,890		148,387
Alpha & Omega Semiconductor, Ltd.^*		830		13,836
Alphabet, Inc., Class A^*		3,285		3,053,999
Appfolio, Inc., Class A^*		585		19,071
Apple, Inc.		31,100		4,479,022
Applied Optoelectronics, Inc.^*,1		620		38,310
Arista Networks, Inc.^*		5,380		805,870
Aspen Technology, Inc.^*		530		29,288

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

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Information Technology - 16.7% (continued)
Autodesk, Inc.^*		560	$	56,459
Bel Fuse, Inc., Class B		350		8,645
Black Knight Financial Services, Inc., Class A^*,1		1,820		74,529
Blucora, Inc.^*		2,010		42,612
Broadcom, Ltd.		880		205,084
CACI International, Inc., Class A^*		140		17,507
Care.com, Inc.^*		1,545		23,330
CDK Global, Inc.		9,530		591,432
CDW Corp.		18,310		1,144,924
Cirrus Logic, Inc.^*		450		28,224
Cisco Systems, Inc.		8,290		259,477
Coherent, Inc.^*		1,860		418,481
Cohu, Inc.		1,220		19,203
CommVault Systems, Inc.^*		555		31,330
CoreLogic, Inc.^*		5,770		250,303
Corning, Inc.		6,310		189,616
Cree, Inc.^*		5,665		139,642
DST Systems, Inc.		1,900		117,230
Electronic Arts, Inc.^*		2,455		259,543
EMCORE Corp.		1,935		20,608
ePlus, Inc.^*		1,340		99,294
Extreme Networks, Inc.^*		2,200		20,284
Facebook, Inc., Class A^*		21,080		3,182,658
Fair Isaac Corp.		720		100,375
First Data Corp.^*		6,910		125,762
Fiserv, Inc.^*		1,410		172,499
Fortinet, Inc.^*		22,450		840,528
Hewlett Packard Enterprise Co.		4,740		78,637
HP, Inc.		25,710		449,411
HubSpot, Inc.^*,1		170		11,178
InterDigital, Inc.		135		10,436
IPG Photonics Corp.^*		920		133,492
Itron, Inc.^*		340		23,035
KVH Industries, Inc.^*		1,000		9,500
Leidos Holdings, Inc.		13,110		677,656
Limelight Networks, Inc.^*		3,600		10,404
LogMeln, Inc.		1,525		159,363
Lumentum Holdings, Inc.^*,1		200		11,410
Maxim Integrated Products, Inc.		9,960		447,204
Microsemi Corp.^*		1,010		47,268
Microsoft Corp.		35,595		2,453,563
NCR Corp.^*		18,400		751,456
NVIDIA Corp.		2,940		425,006
Pegasystems, Inc.		160		9,336
Progress Software Corp.		855		26,411


	Shares		Value
Red Hat, Inc.^*		880	$	84,260
RingCentral, Inc., Class A^*		2,345		85,710
Sanmina Corp.^*		1,290		49,149
Science Applications International Corp.		145		10,066
ServiceNow, Inc.^*		4,410		467,460
Skyworks Solutions, Inc.		5,680		544,996
Square, Inc., Class A^*		31,760		745,090
Super Micro Computer, Inc.^*		505		12,448
Symantec Corp.		30,600		864,450
Synopsys, Inc.^*		6,220		453,625
Take-Two Interactive Software, Inc.^*		750		55,035
Tech Data Corp.^*		775		78,275
Teradata Corp.^*,1		4,060		119,729
Texas Instruments, Inc.		13,410		1,031,631
TTM Technologies, Inc.^*		2,170		37,671
Ultra Clean Holdings, Inc.^*		865		16,219
Vantiv, Inc., Class A^*		1,740		110,212
Varonis Systems, Inc.^*		2,035		75,702
Viavi Solutions, Inc.^*		38,480		405,194
Visa, Inc., Class A		8,430		790,565
Vishay Intertechnology, Inc.¹		1,130		18,758
VMware, Inc., Class A^*		650		56,830
Western Digital Corp.		5,990		530,714
Workday, Inc., Class A^*		2,540		246,380
Xilinx, Inc.		1,650		106,128
Zebra Technologies Corp., Class A^*		2,720		273,414
Zix Corp.^*		1,620		9,218
Total Information Technology				30,650,538
Materials - 2.1%
Air Products & Chemicals, Inc.		980		140,199
AK Steel Holding Corp.^*		4,455		29,269
Berry Global Group, Inc.^*		12,610		718,896
Cabot Corp.		6,980		372,941
Century Aluminum Co.^*,1		1,190		18,540
The Chemours Co.		735		27,871
Cliffs Natural Resources, Inc.^*		8,550		59,166
The Dow Chemical Co.		5,840		368,329
E.I. du Pont de Nemours & Co.		6,500		524,615
Eagle Materials, Inc.		1,720		158,962
Freeport-McMoRan, Inc.^*		12,270		147,363
Greif, Inc., Class A		730		40,719
Huntsman Corp.		1,970		50,905
Kronos Worldwide, Inc.		600		10,932
Louisiana-Pacific Corp.^*		465		11,211
Newmarket Corp.		200		92,096
Newmont Mining Corp.		2,730		88,425

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

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Materials - 2.1% (continued)
Packaging Corp. of America		3,440	$	383,182
Rayonier Advanced Materials, Inc.¹		2,945		46,295
The Sherwin-Williams Co.		1,460		512,402
Trinseo, S.A.		1,335		91,714
United States Steel Corp.		1,500		33,210
Total Materials				3,927,242
Real Estate - 2.6%
Alexandria Real Estate Equities, Inc., REIT		760		91,557
American Tower Corp., REIT		9,360		1,238,515
Ashford Hospitality Trust, Inc., REIT		2,940		17,875
Boston Properties, Inc., REIT		1,280		157,466
Care Capital Properties, Inc., REIT		21,750		580,725
CBL & Associates Properties, Inc., REIT¹		4,540		38,272
Columbia Property Trust, Inc., REIT		6,030		134,951
Corporate Office Properties Trust, REIT		4,180		146,425
DDR Corp., REIT		23,260		210,968
DiamondRock Hospitality Co.		6,965		76,267
Digital Realty Trust, Inc., REIT		3,200		361,440
Equity Residential, REIT		5,310		349,557
Ferroglobe PLC		2,510		29,994
The Geo Group, Inc., REIT		440		13,011
Gladstone Commercial Corp., REIT		720		15,689
Hersha Hospitality Trust, REIT		4,400		81,444
HFF, Inc., Class A		2,150		74,756
iStar, Inc., REIT^*		5,340		64,294
Lexington Realty Trust, REIT		5,800		57,478
The Macerich Co., REIT		1,740		101,024
Piedmont Office Realty Trust, Inc., Class A, REIT		13,300		280,364
PS Business Parks, Inc., REIT		600		79,434
Realty Income Corp., REIT¹		740		40,833
SBA Communications Corp., REIT^*		2,190		295,431
Senior Housing Properties Trust, REIT		3,500		71,540
Spirit Realty Capital, Inc., REIT		16,000		118,560
Sunstone Hotel Investors, Inc., REIT		2,251		36,281
Tanger Factory Outlet Centers, Inc., REIT		2,120		55,078
Total Real Estate				4,819,229
Telecommunication Services - 0.8%
AT&T, Inc.		13,380		504,827
Sprint Corp.^*		8,280		67,979
T-Mobile US, Inc.^*		1,960		118,815
Verizon Communications, Inc.		6,550		292,523
Zayo Group Holdings, Inc.^*		16,920		522,828
Total Telecommunication Services				1,506,972
Utilities - 1.4%
American States Water Co.		810		38,402


	Shares		Value
American Water Works Co., Inc.		3,905	$	304,395
Atmos Energy Corp.		5,010		415,580
CenterPoint Energy, Inc.		8,355		228,760
Chesapeake Utilities Corp.		200		14,990
Connecticut Water Service, Inc.		135		7,494
Consolidated Edison, Inc.		2,240		181,037
Eversource Energy		1,770		107,457
IDACORP, Inc.		230		19,630
Middlesex Water Co.		225		8,910
New Jersey Resources Corp.		1,100		43,670
OGE Energy Corp.		4,240		147,510
ONE Gas, Inc.		40		2,792
Ormat Technologies, Inc.		955		56,039
Otter Tail Corp.		520		20,592
Pinnacle West Capital Corp.		2,640		224,822
PPL Corp.		8,570		331,316
SJW Group		200		9,836
Unitil Corp.		280		13,527
Vectren Corp.		4,995		291,908
WGL Holdings, Inc.		190		15,852
Xcel Energy, Inc.		2,650		121,582
Total Utilities				2,606,101
Total Common Stocks (cost $103,437,908)				118,690,233
Rights - 0.0%^#
DYAX Corp. (Healthcare)^*,12 (cost $0)		670		7

	Principal
	Amount
Corporate Bonds and Notes - 4.4%
Energy - 0.0%^#
Exxon Mobil Corp., 1.708%, 03/01/19	$	95,000		95,231
Financials - 1.6%
American Express Credit Corp., MTN, 2.250%, 05/05/21		160,000		159,840
Bank of America Corp., MTN, 2.503%, 10/21/22		270,000		266,877
Bank of Montreal, MTN, 2.100%, 12/12/19		185,000		185,460
The Goldman Sachs Group, Inc., 2.350%, 11/15/21		320,000		316,019
JPMorgan Chase & Co., MTN, 2.295%, 08/15/21		330,000		328,272
Morgan Stanley, MTN, 2.625%, 11/17/21		295,000		294,746
The Toronto-Dominion Bank, MTN, 2.250%, 11/05/19		70,000		70,543

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

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Financials - 1.6% (continued)
US Bancorp, MTN, 2.200%, 04/25/19	$	175,000	$	176,502
Visa, Inc., 2.200%, 12/14/20		220,000		221,947
Wells Fargo & Co.,
2.500%, 03/04/21		545,000		547,171
MTN, 1.400%, 09/08/17		305,000		305,027
Total Financials				2,872,404
Industrials - 1.8%
3M Co., MTN, 2.000%, 06/26/22		130,000		129,217
Altria Group, Inc., 2.625%, 01/14/20		200,000		203,172
Burlington Northern Santa Fe LLC, 4.700%, 10/01/19		65,000		69,126
Cisco Systems, Inc., 1.400%, 02/28/18		200,000		200,049
Colgate-Palmolive Co., MTN, 1.750%, 03/15/19		105,000		105,314
Dr. Pepper Snapple Group, Inc., 3.130%, 12/15/23		120,000		122,020
Ford Motor Co., 4.346%, 12/08/26		120,000		123,766
General Electric Co.,
5.250%, 12/06/17		340,000		345,605
MTN, Series A, 6.750%, 03/15/32		45,000		61,774
The Home Depot, Inc., 2.250%, 09/10/18		210,000		211,793
Johnson & Johnson, 5.150%, 07/15/18		90,000		93,363
Lockheed Martin Corp., 1.850%, 11/23/18		70,000		70,140
McDonald’s Corp.,
MTN, 5.350%, 03/01/18		195,000		199,863
MTN, 6.300%, 10/15/37		80,000		104,440
PepsiCo, Inc., Series 1, 1.000%, 10/13/17		135,000		134,861
Pfizer, Inc., 1.700%, 12/15/19		230,000		230,448
Tyson Foods, Inc., 2.650%, 08/15/19		200,000		202,621
Union Pacific Corp., 3.646%, 02/15/24		155,000		164,051
United Parcel Service, Inc., 6.200%, 01/15/38		120,000		163,635
Wal-Mart Stores, Inc., 6.500%, 08/15/37		245,000		345,751
Total Industrials				3,281,009
Telecommunication Services - 0.5%
AT&T, Inc., 5.200%, 03/15/20		345,000		370,948
Cisco Systems, Inc., 2.200%, 02/28/21		160,000		160,949
Verizon Communications, Inc., 2.946%, 03/15/22(a)		396,000		399,186
Total Telecommunication Services				931,083
Utilities - 0.5%
BP Capital Markets PLC, 1.676%, 05/03/19		225,000		224,303


	Principal Amount		Value
Consolidated Edison Co. of New York, Inc., Series 08-B, 6.750%, 04/01/38	$	105,000	$	146,596
Dominion Energy, Inc., 4.450%, 03/15/21		75,000		80,285
Georgia Power Co., 5.400%, 06/01/40		65,000		76,087
PacifiCorp, 6.000%, 01/15/39		85,000		110,593
Shell International Finance BV, 1.875%, 05/10/21		130,000		128,477
TransCanada PipeLines, Ltd., 3.800%, 10/01/20		100,000		105,008
Total Utilities				871,349
Total Corporate Bonds and Notes (cost $7,962,607)				8,051,076
U.S. Government and Agency Obligations - 30.5%
Federal Home Loan Mortgage Corporation - 9.6%
FHLMC,
1.375%, 05/01/20		165,000		163,971
2.375%, 01/13/22		105,000		107,273
FHLMC Gold Pool,
2.500%, 07/01/28 to 09/01/46		1,411,695		1,394,120
3.000%, 01/01/29 to 09/01/46		4,491,562		4,529,716
3.500%, 03/01/42 to 03/01/46		5,274,906		5,425,904
4.000%, 03/01/44 to 11/01/45		3,862,139		4,066,740
4.500%, 02/01/39 to 04/01/44		997,016		1,069,984
5.000%, 07/01/35 to 07/01/41		800,628		876,844
5.500%, 04/01/38 to 01/01/39		47,748		53,389
Total Federal Home Loan Mortgage Corporation				17,687,941
Federal National Mortgage Association - 2.9%
FNMA,
1.000%, 10/24/19		350,000		346,240
1.375%, 10/07/21 ¹		170,000		167,036
1.875%, 02/19/19		440,000		443,479
2.000%, 01/01/30		60,557		59,309
2.500%, 04/01/28 to 05/01/43		1,157,295		1,128,086
2.625%, 09/06/24		305,000		313,226
3.000%, 03/01/42 to 08/01/43		612,448		615,169
3.500%, 11/01/25 to 04/01/42		333,055		345,483
4.000%, 12/01/21 to 11/01/44		359,117		378,556
4.500%, 06/01/39 to 09/01/43		824,593		889,623
5.000%, 09/01/33 to 10/01/41		348,627		381,621

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

AMG Chicago Equity Partners Balanced Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Federal National Mortgage Association - 2.9% (continued)
5.500%, 02/01/35 to 05/01/39	$	168,271	$	187,950
Total Federal National Mortgage Association				5,255,778
U.S. Treasury Obligations - 18.0%
U.S. Treasury Bonds,
2.750%, 08/15/42		4,600,000		4,551,033
3.000%, 11/15/45		1,405,000		1,447,424
3.125%, 11/15/41		245,000		259,504
U.S. Treasury Notes,
0.875%, 07/31/19		815,000		806,468
1.000%, 09/30/19 to 11/30/19		1,445,000		1,430,870
1.125%, 07/31/21		1,200,000		1,169,789
1.375%, 05/31/20 to 08/31/20		5,190,000		5,158,664
1.500%, 01/31/22		1,765,000		1,738,525
1.625%, 07/31/20 to 05/15/26		1,755,000		1,695,198
1.750%, 05/15/22 to 06/30/22		1,515,000		1,506,354
1.875%, 11/30/21		2,460,000		2,466,775
2.000%, 02/15/25		705,000		695,471
2.250%, 11/15/24 to 02/15/27		6,265,000		6,289,498
2.500%, 08/15/23 to 05/15/24		3,825,000		3,923,117
Total U.S. Treasury Obligations				33,138,690
Total U.S. Government and Agency Obligations (cost $56,674,711)				56,082,409
Short-Term Investments - 1.8%
Repurchase Agreements - 1.0%²
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $36,082 (collateralized by various U.S. Government Agency Obligations, 0.000% -9.000%, 07/28/17 - 09/09/49, totaling $36,800)		36,079		36,079


	Principal Amount		Value
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $756,013 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $771,060)	$	755,941	$	755,941
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $43,921 (collateralized by various U.S. Government Agency Obligations, 0.000% -7.250%, 07/15/17 - 01/15/37, totaling $44,795)		43,917		43,917
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $21,572 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $22,002)		21,570		21,570
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $1,000,108 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $1,019,997)		1,000,000		1,000,000
Total Repurchase Agreements				1,857,507

	Shares
Other Investment Companies - 0.8%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%³		1,427,035		1,427,035
Total Short-Term Investments (cost $3,284,542)				3,284,542
Total Investments - 101.2% (cost $171,359,768)				186,108,267
Other Assets, less Liabilities - (1.2)%				(2,182,850	)
Net Assets - 100.0%			$	183,925,417

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

AMG Chicago Equity Partners Small Cap Value Fund

Fund Snapshot (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN


Sector	AMG Chicago Equity Partners Small Cap Value Fund*			Russell 2000^® Value Index
Financials		32.9	%		30.6	%
Industrials		15.3	%		11.7	%
Real Estate		9.6	%		11.6	%
Consumer Discretionary		9.4	%		10.6	%
Information Technology		9.1	%		9.5	%
Utilities		6.9	%		6.7	%
Health Care		5.4	%		5.6	%
Materials		4.9	%		4.1	%
Energy		3.9	%		6.1	%
Consumer Staples		2.9	%		2.8	%
Telecommunication Services		0.3	%		0.7	%
Other Assets and Liabilities		(0.6	)%		0.0	%

*	As a percentage of net assets.

TOP TEN HOLDINGS


Security Name	% of Net Assets
Hancock Holding Co.**		1.9	%
Walker & Dunlop, Inc.		1.8
Universal Insurance Holdings, Inc.**		1.6
UMB Financial Corp.**		1.6
Valley National Bancorp		1.5
ARMOUR Residential REIT, Inc., REIT		1.5
Wabash National Corp.		1.4
Wintrust Financial Corp.		1.4
MGIC Investment Corp.		1.4
DiamondRock Hospitality Co., REIT		1.4

Top Ten as a Group		15.5	%

**	Top Ten Holdings as of December 31, 2016.

AMG Chicago Equity Partners Small Cap Value Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017


	Shares		Value
Common Stocks - 100.6%
Consumer Discretionary - 9.4%
Beazer Homes USA, Inc.^*		1,030	$	14,132
Big 5 Sporting Goods Corp.		2,640		34,452
Bridgepoint Education, Inc.^*		1,360		20,074
Callaway Golf Co.		590		7,540
Career Education Corp.^*		955		9,168
Chico’s FAS, Inc.		710		6,688
Cooper-Standard Holdings, Inc.^*		240		24,209
Dana, Inc.		135		3,015
Flexsteel Industries, Inc.		270		14,610
Group 1 Automotive, Inc.		150		9,498
Johnson Outdoors, Inc., Class A		770		37,122
KB Home¹		320		7,670
M/I Homes, Inc.^*		1,210		34,546
Marriott Vacations Worldwide Corp.		280		32,970
Meredith Corp.¹		410		24,374
MSG Networks, Inc., Class A^*		760		17,062
Office Depot, Inc.		7,510		42,356
Perry Ellis International, Inc.^*		50		973
Pinnacle Entertainment, Inc.^*		1,500		29,640
Sonic Automotive, Inc., Class A		1,425		27,716
TopBuild Corp.^*		530		28,127
Tower International, Inc.		430		9,654
Townsquare Media, Inc.^*		200		2,048
Wolverine World Wide, Inc.		810		22,688
Total Consumer Discretionary				460,332
Consumer Staples - 2.9%
Central Garden and Pet Co., Class A^*		795		23,866
Dean Foods Co.		660		11,220
Ingles Markets, Inc., Class A		10		333
John B Sanfilippo & Son, Inc.		340		21,457
Sanderson Farms, Inc.		307		35,505
SpartanNash Co.		525		13,629
Universal Corp.		350		22,645
Village Super Market, Inc., Class A		535		13,867
Total Consumer Staples				142,522
Energy - 3.9%
Delek US Holdings, Inc.¹		1,425		37,677
Ensco PLC, Class A¹		300		1,548
Exterran Corp.^*		620		16,554
McDermott International, Inc.^*		6,875		49,294
Newpark Resources, Inc.^*		1,190		8,746
Renewable Energy Group, Inc.^*		1,800		23,310
Renewable Energy Group, Inc.^*		1,800		23,310


	Shares		Value
Sanchez Energy Corp.^*		3,940	$	28,289
Unit Corp.^*		500		9,365
W&T Offshore, Inc.^*		9,185		18,003
Total Energy				192,786
Financials - 32.9%
1st Source Corp.		210		10,067
American Equity Investment Life Holding Co.		1,605		42,179
Anworth Mortgage Asset Corp., REIT		4,200		25,242
Apollo Commercial Real Estate Finance, Inc., REIT		3		56
ARMOUR Residential REIT, Inc., REIT¹		2,900		72,500
BancFirst Corp.		245		23,667
The Bank of NT Butterfield & Son, Ltd.		975		33,248
Cathay General Bancorp		635		24,098
CenterState Banks, Inc.		400		9,944
Charter Financial Corp./MD		880		15,840
City Holding Co.		560		36,887
CVB Financial Corp.		1,495		33,533
Enova International, Inc.^*		2,390		35,492
Enterprise Financial Services Corp.		980		39,984
FB Financial Corp.^*		980		35,466
Federal Agricultural Mortgage Corp., Class C		699		45,225
First American Financial Corp.		810		36,199
First Connecticut Bancorp, Inc.		275		7,054
First Financial Bancorp		939		26,010
Fulton Financial Corp.		3,497		66,443
Glacier Bancorp, Inc.		460		16,841
Green Bancorp, Inc.^*,1		765		14,841
Hancock Holding Co.		1,890		92,610
Home Bancorp, Inc.		65		2,764
Impac Mortgage Holdings, Inc.^*		430		6,506
Independent Bank Corp.		1,240		26,970
INTL. FCStone, Inc.^*		450		16,992
Invesco Mortgage Capital, Inc., REIT		1,075		17,963
Lakeland Financial Corp.		480		22,022
Macatawa Bank Corp.		700		6,678
MBT Financial Corp.		510		4,947
MGIC Investment Corp.^*		6,210		69,552
NBT Bancorp, Inc.		410		15,150
New Residential Investment Corp., REIT		1,845		28,708
Old Second Bancorp, Inc.		720		8,316
Owens Realty Mortgage, Inc., REIT		420		7,123
People’s Utah Bancorp		200		5,360
Preferred Bank		819		43,792

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

AMG Chicago Equity Partners Small Cap Value Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Financials - 32.9% (continued)
Regional Management Corp.^*		490	$	11,579
Sandy Spring Bancorp, Inc.		975		39,644
Selective Insurance Group, Inc.		1,175		58,809
Shore Bancshares, Inc.		360		5,922
State National Cos., Inc.		280		5,146
Stifel Financial Corp.^*		370		17,013
Stock Yards Bancorp, Inc.		230		8,947
Third Point Reinsurance, Ltd.^*		630		8,757
UMB Financial Corp.		1,045		78,229
Universal Insurance Holdings, Inc.		3,150		79,380
Valley National Bancorp		6,305		74,462
Walker & Dunlop, Inc.^*		1,845		90,091
Waterstone Financial, Inc.		640		12,064
Wintrust Financial Corp.		915		69,943
World Acceptance Corp.^*		415		31,088
Total Financials				1,617,343
Health Care - 5.4%
Agenus, Inc.^*,1		2,420		9,462
AMAG Pharmaceuticals, Inc.^*		565		10,396
AngioDynamics, Inc.^*		760		12,320
Array BioPharma, Inc.^*,1		2,697		22,574
Halyard Health, Inc.^*		755		29,656
Immunomedics, Inc.^*		3,000		26,490
Innoviva, Inc.^*,1		2,840		36,352
Magellan Health, Inc.^*		180		13,122
Molina Healthcare, Inc.^*		140		9,685
Novavax, Inc.^*		3,015		3,467
Omeros Corp.^*		170		3,384
Owens & Minor, Inc.		340		10,945
PharMerica Corp.^*		960		25,200
PTC Therapeutics, Inc.^*,1		370		6,782
Quidel Corp.^*		800		21,712
Tivity Health, Inc.^*		540		21,519
Total Health Care				263,066
Industrials - 15.3%
AAR Corp.		1,270		44,145
ABM Industries, Inc.		335		13,909
ACCO Brands Corp.^*		4,665		54,347
Applied Industrial Technologies, Inc.		370		21,848
ArcBest Corp.		10		206
Blue Bird Corp.^*		1,280		21,760
Brady Corp., Class A		525		17,798
CAI International, Inc.^*		210		4,956


	Shares		Value
Costamare, Inc.		1,990	$	14,547
DXP Enterprises, Inc.^*		125		4,312
EMCOR Group, Inc.		210		13,730
Ennis, Inc.		1,320		25,212
Esterline Technologies Corp.^*		455		43,134
GATX Corp.¹		760		48,845
The Greenbrier Cos., Inc.¹		620		28,675
Kelly Services, Inc., Class A		1,050		23,572
Moog, Inc., Class A^*		145		10,399
MRC Global, Inc.^*		3,505		57,903
Quad/Graphics, Inc.		1,525		34,953
Radiant Logistics, Inc.^*		2,100		11,298
Rush Enterprises, Inc., Class A^*		855		31,789
SkyWest, Inc.		700		24,570
SP Plus Corp.^*		470		14,358
Sterling Construction Co., Inc.^*		400		5,228
Titan Machinery, Inc.^*		1,150		20,677
Triton International, Ltd/Bermuda		860		28,758
Tutor Perini Corp.^*		600		17,250
Vectrus, Inc.^*		865		27,957
Wabash National Corp.¹		3,200		70,336
YRC Worldwide, Inc.^*		1,610		17,903
Total Industrials				754,375
Information Technology - 9.1%
Advanced Energy Industries, Inc.^*		150		9,704
Alpha & Omega Semiconductor, Ltd.^*		120		2,000
Applied Optoelectronics, Inc.^*,1		340		21,009
Bel Fuse, Inc., Class B		690		17,043
Blucora, Inc.^*		380		8,056
Brooks Automation, Inc.		590		12,797
ChannelAdvisor Corp.^*		1,200		13,860
Cohu, Inc.		220		3,463
Comtech Telecommunications Corp.		10		190
Cree, Inc.^*		1,515		37,345
Diodes, Inc.^*		165		3,965
ePlus, Inc.^*		530		39,273
Limelight Networks, Inc.^*		2,745		7,933
Progress Software Corp.		170		5,251
QAD, Inc., Class A		350		11,218
Sanmina Corp.^*		1,020		38,862
Super Micro Computer, Inc.^*,1		770		18,980
Systemax, Inc.		295		5,546
Tech Data Corp.^*		465		46,965
TiVo Corp.		1,000		18,650

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

AMG Chicago Equity Partners Small Cap Value Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Information Technology - 9.1% (continued)
TTM Technologies, Inc.^*		3,130	$	54,337
Viavi Solutions, Inc.^*		4,760		50,123
Vishay Intertechnology, Inc.		1,380		22,908
Zedge, Inc., Class B^*		1		2
Total Information Technology				449,480
Materials - 4.9%
AK Steel Holding Corp.^*,1		6,102		40,090
Boise Cascade Co.^*		225		6,840
Century Aluminum Co.^*		1,040		16,203
The Chemours Co.		624		23,662
Cliffs Natural Resources, Inc.^*		7,545		52,211
Commercial Metals Co.¹		420		8,161
Ferroglobe PLC		800		9,560
Globe Specialty Metals, Inc.^*		200		2,390
Greif, Inc., Class A		505		28,169
KMG Chemicals, Inc.		85		4,137
Kronos Worldwide, Inc.		1,220		22,228
Ryerson Holding Corp.^*		1,650		16,335
Tronox, Ltd.		700		10,584
Total Materials				240,570
Real Estate - 9.6%
Ashford Hospitality Trust, Inc., REIT		6,180		37,574
Care Capital Properties, Inc., REIT		715		19,090
CBL & Associates Properties, Inc., REIT¹		2,630		22,171
DiamondRock Hospitality Co., REIT		6,300		68,985
The Geo Group, Inc., REIT		665		19,664
Gladstone Commercial Corp., REIT		1,400		30,506
Hersha Hospitality Trust, REIT		3,090		57,196
iStar, Inc., REIT^*		455		5,478
LaSalle Hotel Properties, REIT		1,150		34,270
Lexington Realty Trust, REIT		6,735		66,744
PennyMac Mortgage Investment Trust, REIT		815		14,906
PS Business Parks, Inc., REIT		81		10,724
Sunstone Hotel Investors, Inc., REIT		3,601		58,041
Washington Real Estate Investment Trust, REIT		800		25,520
Xenia Hotels & Resorts, Inc., REIT		180		3,487
Total Real Estate				474,356
Telecommunication Services - 0.3%
Cincinnati Bell, Inc.^*		685		13,392
Utilities - 6.9%
ALLETE, Inc.		120		8,602
American States Water Co.		270		12,801
Chesapeake Utilities Corp.		435		32,603


	Shares		Value
Connecticut Water Service, Inc.		395	$	21,926
IDACORP, Inc.		357		30,470
Middlesex Water Co.		480		19,008
New Jersey Resources Corp.		895		35,532
Northwest Natural Gas Co.		580		34,713
ONE Gas, Inc.		110		7,679
Ormat Technologies, Inc.		900		52,812
Otter Tail Corp.		640		25,344
SJW Group		640		31,475
WGL Holdings, Inc.		320		26,698
Total Utilities				339,663
Total Common Stocks (cost $4,623,903)				4,947,885

	Principal Amount
Short-Term Investments - 6.6%
Repurchase Agreements - 6.0%²
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $12,471 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 07/28/17 - 09/09/49, totaling $12,719)	$	12,470		12,470
Citibank N.A., dated 06/30/17, due 07/03/17, 1.080% total to be received $261,309 (collateralized by various U.S. Government Agency Obligations, 0.000% - 8.000%, 11/15/17 - 02/15/47, totaling $266,511)		261,285		261,285
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $15,180 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $15,483)		15,179		15,179
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $7,456 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $7,604)		7,455		7,455
Total Repurchase Agreements				296,389

	Shares
Other Investment Companies - 0.6%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%³		29,010		29,010
Total Short-Term Investments (cost $325,399)				325,399
Total Investments - 107.2% (cost $4,949,302)				5,273,284
Other Assets, less Liabilities - (7.2)%				(354,098	)
Net Assets - 100.0%			$	4,919,186

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

AMG Managers Amundi Intermediate Government Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN


Category	AMG Managers Amundi Intermediate Government Fund*
U.S. Government and Agency Obligations		122.5	%
Asset-Backed Securities		6.4	%
Mortgage-Backed Securities		0.6	%
TBA Forward Sale Commitments		(0.8	)%
Other Assets and Liabilities		(28.7	)%

^*	As a percentage of net assets.



Rating	AMG Managers Amundi Intermediate Government Fund^***
U.S. Government and Agency Obligations		94.6	%
Aaa		5.0	%
Aa		0.0	%^#
Baa		0.1	%
Ba & lower		0.3	%
N/R		0.0	%^#

^***	As a percentage of market value of fixed-income securities.

^#	Less than 0.05%.

TOP TEN HOLDINGS


Security Name	% of Net Assets
FHLMC Gold Pool, 4.000%, TBA 30 years		14.1	%
FNMA, 4.000%, TBA 30 years		11.4
FHLMC Gold Pool, 3.500%, TBA 30 years		7.0
FNMA, 3.500%, TBA 30 years		4.3
FNMA, 4.500%, TBA 30 years		3.9
FNMA, 4.000%, 9/01/55**		2.3
Progress Residential Trust, Series 2015-SFR2, Class A, 2.740%, 06/12/32**		2.3
FNMA, 3.000%, 6/01/45		2.0
FNMA, 4.500%, 9/01/53		1.9
FNMA, 5.000%, 8/01/40		1.7

Top Ten as a Group		50.9	%

^**	Top Ten Holdings as of December 31, 2016.

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

AMG Managers Amundi Intermediate Government Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017


	Principal Amount		Value
Asset-Backed Securities - 6.4%
Colony American Homes,
Series 2014-1A, Class A, 2.359%, 05/17/31 (07/17/17) (a)^6,7	$	1,460,736	$	1,468,728
Series 2014-2A, Class A, 2.166%, 07/17/31 (07/17/17) (a)⁶		1,400,110		1,400,109
Invitation Homes Trust, Series 2015-SFR3, Class A, 2.509%, 08/17/32 (07/17/17) (a)⁶		1,835,872		1,844,244
Progress Residential Trust,
Series 2015-SFR2, Class A, 2.740%, 06/12/32 (a)⁷		2,958,450		2,963,702
Series 2016-SFR1, Class A, 2.709%, 09/17/33 (07/17/17) (a)⁶		353,409		359,402
SWAY Residential Trust, Series 2014-1, Class A, 2.509%, 01/17/32 (07/17/17) (a)^6,7		34,624		34,624
Tricon American Homes, Series 2015-SFR1, Class A, 2.422%, 05/17/32 (07/17/17) (a)⁶		298,077		299,744
Total Asset-Backed Securities (cost $8,699,209)				8,370,553
Mortgage-Backed Securities - 0.6%
American Home Mortgage Assets Trust, Series 2005-1, Class 1A1, 3.429%, 11/25/35⁴		50,142		43,282
American Home Mortgage Investment Trust,
Series 2004-1, Class 4A, 3.415%, 04/25/44 (08/25/17)⁶		94,078		87,819
Series 2005-1, Class 5A1, 3.414%, 06/25/45 (08/25/17)⁶		15,360		15,325
Banc of America Funding Trust, Series 2004-B, Class 1A2, 3.005%, 12/20/34⁴		64,538		50,928
GSMPS Mortgage Loan Trust, Series 2005-RP2, Class 1AF, 1.566%, 03/25/35 (07/25/17) (a)^5,6		142,313		125,681
GSR Mortgage Loan Trust, Series 2004-5, Class 1A3, 2.910%, 05/25/34 (08/25/17)⁶		24,958		24,376
Harborview Mortgage Loan Trust, Series 2004-7, Class 2A2, 3.059%, 11/19/34⁴		45,787		44,154
Reperforming Loan REMIC Trust, Series 2004-R2, Class 1AF1, 1.636%, 11/25/34 (07/25/17) (a)^5,6		78,572		69,437
Structured Asset Securities Corp., Series 2005-RF1, Class A, 1.566%, 03/25/35 (07/25/17) (a)^5,6		169,198		149,026
Wells Fargo Mortgage Backed Securities Trust, Series 2007-16, Class 1A1, 6.000%, 12/28/37		115,261		120,023
Total Mortgage-Backed Securities (cost $797,753)				730,051
U.S. Government and Agency Obligations - 122.5%
Federal Home Loan Mortgage Corporation - 34.6%
FHLMC, 2.804%, 11/01/33 (09/15/17)^6,7		542,862		576,346
FHLMC Gold Pool,
3.000%, 10/01/42 to 06/01/45		2,289,468		2,297,944
3.500%, 04/01/32 to 02/01/47⁷		6,849,317		7,086,434
3.500%, TBA 30 years^8,9		8,900,000		9,126,434
4.000%, 09/01/31		333,388		354,268
4.000%, TBA 30 years^8,9		17,600,000		18,474,704
4.500%, 02/01/20 to 09/01/41⁷		1,801,784		1,931,581
5.000%, 05/01/18 to 06/01/41⁷		2,255,932		2,461,545
5.500%, 11/01/17 to 01/01/39⁷		1,916,952		2,125,821
6.000%, 09/01/17 to 01/01/24		198,606		209,528
7.000%, 07/01/19		41,869		42,989

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

AMG Managers Amundi Intermediate Government Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Federal Home Loan Mortgage Corporation - 34.6% (continued)
FHLMC Gold Pool,
7.500%, 07/01/34⁷	$	587,696	$	690,776
Total Federal Home Loan Mortgage Corporation				45,378,370
Federal National Mortgage Association - 56.3%
FNMA,
2.500%, 02/01/43		688,932		667,536
2.929%, 06/01/34 (08/25/17)^6,7		465,976		484,477
3.000%, 01/01/43 to 06/01/45		4,645,487		4,661,534
3.000%, TBA 30 years^8,9		900,000		897,395
3.194%, 08/01/34 (08/25/17)⁶		173,463		182,987
3.500%, 05/01/42 to 11/01/46⁷		11,980,207		12,352,823
3.500%, TBA 30 years^8,9		1,000,000		1,027,070
3.500%, TBA 30 years^8,9		5,510,000		5,649,638
4.000%, 01/01/26 to 09/01/55⁷		11,762,357		12,452,447
4.000%, TBA 30 years^8,9		14,200,000		14,902,511
4.500%, 11/01/26 to 09/01/53⁷		7,553,047		8,159,893
4.500%, TBA 30 years^8,9		4,800,000		5,142,469
4.750%, 07/01/34 to 09/01/34		213,473		233,313
5.000%, 06/01/18 to 08/01/40		2,235,035		2,465,951
5.500%, 02/01/18 to 08/01/41⁷		2,393,459		2,670,305
6.000%, 08/01/17 to 06/01/39⁷		932,733		1,025,847
6.500%, 07/01/32		60,617		61,765
7.000%, 11/01/22⁷		240,463		255,735
FNMA REMICS,
Series 1994-55, Class H, 7.000%, 03/25/24⁷		373,146		410,206
Series 2005-13, Class AF, 1.616%, 03/25/35 (07/25/17)^6,7		224,648		225,317
FNMA REMICS Whole Loan, Series 2003-W4, Class 4A, 6.703%, 10/25/42⁴		55,894		63,880
Total Federal National Mortgage Association				73,993,099
Government National Mortgage Association - 30.3%
GNMA,
3.000%, 11/15/42 to 06/20/45		3,527,510		3,573,390
3.000%, TBA 30 years^8,9		2,000,000		2,020,156
3.500%, 08/15/43 to 11/20/45⁷		8,723,196		9,077,387
4.000%, 06/20/43 to 04/20/47⁷		13,433,773		14,237,604
4.500%, 05/15/39 to 02/15/46⁷		5,007,603		5,417,117
5.000%, 12/15/35 to 12/15/45⁷		4,011,353		4,423,609
5.500%, 10/15/39 to 11/15/39⁷		926,878		1,045,962
7.500%, 09/15/28 to 11/15/31		20,009		20,740
Total Government National Mortgage Association				39,815,965

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

AMG Managers Amundi Intermediate Government Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Interest Only Strips - 1.3%
FHLMC, Series 212, Class IO, 6.000%, 05/15/31⁵	$	960	$	203
FHLMC REMICS,
Series 2380, Class SI, 6.741%, 06/15/31 (07/15/17)^5,6		8,657		1,867
Series 2922, Class SE, 5.591%, 02/15/35 (07/15/17)⁶		85,096		16,584
Series 2934, Class HI, 5.000%, 02/15/20		20,582		910
Series 2934, Class KI, 5.000%, 02/15/20		14,296		586
Series 2965, Class SA, 4.891%, 05/15/32 (07/15/17)⁶		166,824		23,593
Series 2967, Class JI, 5.000%, 04/15/20		40,334		1,854
Series 2980, Class SL, 5.541%, 11/15/34 (07/15/17)⁶		119,868		28,544
Series 3065, Class DI, 5.461%, 04/15/35 (07/15/17)⁶		233,804		43,270
Series 3308, Class S, 6.041%, 03/15/32 (07/15/17)⁶		157,197		30,391
Series 3424, Class XI, 5.411%, 05/15/36 (07/15/17)⁶		195,222		34,007
Series 3489, Class SD, 6.641%, 06/15/32 (07/15/17)⁶		91,801		18,952
Series 3685, Class EI, 5.000%, 03/15/19⁵		39,992		492
Series 3731, Class IO, 5.000%, 07/15/19⁵		22,096		361
Series 3882, Class AI, 5.000%, 06/15/26		67,376		2,384
Series 4395, Class TI, 4.000%, 05/15/26		577,568		53,794
FNMA,
Series 222, Class 2, 7.000%, 06/25/23⁵		4,735		749
Series 343, Class 21, 4.000%, 09/25/18⁵		16,313		274
Series 343, Class 22, 4.000%, 11/25/18⁵		8,958		157
Series 351, Class 3, 5.000%, 04/25/34		51,800		9,083
Series 351, Class 4, 5.000%, 04/25/34		30,069		5,423
Series 351, Class 5, 5.000%, 04/25/34		25,282		4,560
FNMA REMICS,
Series 2004-51, Class SX, 5.904%, 07/25/34 (07/25/17)⁶		91,763		17,658
Series 2004-64, Class SW, 5.834%, 08/25/34 (07/25/17)⁶		295,940		55,405
Series 2005-12, Class SC, 5.534%, 03/25/35 (07/25/17)⁶		126,674		21,828
Series 2005-45, Class SR, 5.504%, 06/25/35 (07/25/17)⁶		234,317		42,508
Series 2005-65, Class KI, 5.784%, 08/25/35 (07/25/17)^6,7		539,745		99,440
Series 2005-89, Class S, 5.484%, 10/25/35 (07/25/17)⁶		552,994		99,433
Series 2006-3, Class SA, 4.934%, 03/25/36 (07/25/17)⁶		110,489		17,329
Series 2007-75, Class JI, 5.329%, 08/25/37 (07/25/17)⁶		103,779		18,472
Series 2008-86, Class IO, 4.500%, 03/25/23⁵		58,348		1,325
Series 2009-31, Class PI, 5.000%, 11/25/38		656,329		102,451
Series 2010-37, Class GI, 5.000%, 04/25/25⁵		26,150		426
Series 2010-65, Class IO, 5.000%, 09/25/20		133,899		5,301
Series 2010-121, Class IO, 5.000%, 10/25/25		38,531		1,046
Series 2011-69, Class AI, 5.000%, 05/25/18⁵		34,125		291
Series 2011-88, Class WI, 3.500%, 09/25/26		240,129		24,530

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

AMG Managers Amundi Intermediate Government Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Interest Only Strips - 1.3% (continued)
FNMA REMICS,
Series 2011-124, Class IC, 3.500%, 09/25/21	$	158,350	$	5,769
Series 2012-126, Class SJ, 3.784%, 11/25/42 (07/25/17)⁶		563,979		90,891
GNMA,
Series 2011-32, Class KS, 9.757%, 06/16/34 (07/16/17)⁶		149,263		15,863
Series 2011-94, Class IS, 5.528%, 06/16/36 (07/16/17)⁶		178,786		22,811
Series 2011-157, Class SG, 5.388%, 12/20/41 (07/20/17)⁶		736,681		162,476
Series 2011-167, Class IO, 5.000%, 12/16/20		66,671		1,850
Series 2012-34, Class KS, 4.878%, 03/16/42 (07/16/17)⁶		361,066		84,771
Series 2012-69, Class QI, 4.000%, 03/16/41		229,219		34,089
Series 2012-103, Class IB, 3.500%, 04/20/40		188,097		18,136
Series 2012-140, Class IC, 3.500%, 11/20/42		522,556		107,004
Series 2014-173, Class AI, 4.000%, 11/20/38		246,474		19,491
Series 2016-46, Class JI, 4.500%, 04/20/46		255,431		56,060
Series 2016-81, Class IO, 4.000%, 06/20/46		473,406		90,199
Series 2016-108, Class QI, 4.000%, 08/20/46		281,352		66,577
Series 2016-145, Class UI, 3.500%, 10/20/46		475,478		96,208
Total Interest Only Strips				1,657,676
Total U.S. Government and Agency Obligations (cost $159,803,350)				160,845,110
Short-Term Investments - 14.6%
U.S. Treasury Bills - 0.1%
U. S. Treasury Bills, 0.20%, 08/24/17^10,11		110,000		109,894

	Shares
Other Investment Companies - 14.5%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%^3,7		19,118,779		19,118,779
Total Short-Term Investments (cost $19,228,673)				19,228,673
Total Investments - 144.1% (cost $188,528,985)				189,174,387
Other Assets, less Liabilities - (44.1)%				(57,877,461	)
Net Assets - 100.0%			$	131,296,926

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

AMG Managers Amundi Short Duration Government Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN


	AMG Managers Amundi Short Duration
Category	Government Fund*
U.S. Government and Agency Obligations		83.7	%
Asset-Backed Securities		10.8	%
Mortgage-Backed Securities		0.3	%
TBA Forward Sale Commitments		(1.5	)%
Other Assets and Liabilities		6.7	%

^*	As a percentage of net assets.


	AMG Managers Amundi Short Duration
Rating	Government Fund^***
U.S. Government and Agency Obligations		88.3	%
Aaa		11.7	%

^***	As a percentage of market value of fixed-income securities.

TOP TEN HOLDINGS


Security Name	% of Net Assets
GNMA, 6.000%, 01/15/36**		3.2	%
FHLMC Gold Pool, 5.000%, 05/01/39		3.0
FNMA, 4.000%, 02/01/41**		2.4
FNMA, 5.500%, 05/01/34**		2.2
FNMA, 4.500%, 04/01/35**		2.2
FHLMC Gold Pool, 4.500%, 10/01/44		2.1
FHLMC Gold Pool, 4.000%, 12/01/44**		2.0
FNMA, 5.500%, 08/01/41**		1.9
FNMA, 3.443%, 04/01/37**		1.9
FHLMC Gold Pool, 4.500%, 03/01/42		1.9

Top Ten as a Group		22.8	%

^**	Top Ten Holdings as of December 31, 2016.

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017


	Principal Amount		Value
Asset-Backed Securities - 10.8%
AmeriCredit Automobile Receivables Trust, Series 2013-3, Class D, 3.000%, 07/08/19	$	250,000	$	251,555
Capital Auto Receivables Asset Trust, Series 2013-4, Class D, 3.220%, 05/20/19		1,340,000		1,349,121
Colony American Homes,
Series 2014-1A, Class A, 2.359%, 05/17/31 (07/17/17) (a)⁶		3,281,106		3,299,058
Series 2014-2A, Class A, 2.166%, 07/17/31 (07/17/17) (a)⁶		1,335,842		1,335,841
Series 2015-1A, Class A, 2.372%, 07/17/32 (07/17/17) (a)⁶		3,495,202		3,500,375
Drive Auto Receivables Trust,
Series 2015-AA, Class C, 3.060%, 05/17/21 (a)		2,106,129		2,121,369
Series 2015-BA, Class C, 2.760%, 07/15/21 (a)		2,104,184		2,115,929
Series 2015-CA, Class C, 3.010%, 05/17/21 (a)		617,574		622,378
Series 2015-DA, Class B, 2.590%, 12/16/19 (a)		96,569		96,639
Series 2016-BA, Class B, 2.560%, 06/15/20 (a)		1,100,000		1,103,608
Series 2017-AA, Class A2, 1.480%, 03/15/19 (a)		1,075,560		1,075,307
Invitation Homes Trust, Series 2015-SFR3, Class A, 2.509%, 08/17/32 (07/17/17) (a)⁶		1,458,180		1,464,829
Progress Residential Trust, Series 2016-SFR1, Class A, 2.709%, 09/17/33 (07/17/17) (a)⁶		512,691		521,386
Santander Drive Auto Receivables Trust,
Series 2013-4, Class D, 3.920%, 01/15/20		2,560,000		2,591,458
Series 2014-1, Class C, 2.360%, 04/15/20		133,349		133,640
SWAY Residential Trust, Series 2014-1, Class A, 2.509%, 01/17/32 (07/17/17) (a)⁶		44,868		44,868
Tricon American Homes, Series 2015-SFR1, Class A, 2.422%, 05/17/32 (07/17/17) (a)⁶		435,994		438,431
Total Asset-Backed Securities (cost $24,233,896)				22,065,792
Mortgage-Backed Securities - 0.3%
Angel Oak Mortgage Trust I LLC, Series 2017-2, Class A1, 2.478%, 07/25/47 (a)⁴ (cost $499,994)		500,000		499,994
U.S. Government and Agency Obligations - 83.7%
Federal Home Loan Mortgage Corporation - 26.7%
FHLMC,
2.549%, 11/01/33 (09/15/17)⁶		654,079		685,038
2.722%, 10/01/33 (09/15/17)⁶		657,742		692,992
2.725%, 11/01/33 (09/15/17)⁶		689,408		732,196
2.737%, 10/01/33 (09/15/17)⁶		1,160,559		1,222,269
2.809%, 12/01/33 (09/15/17)⁶		1,030,965		1,084,230
2.821%, 05/01/34 (09/15/17)⁶		1,395,463		1,468,491
2.975%, 10/01/28 (09/15/17)⁶		21,485		22,641
3.040%, 04/01/34 (09/15/17)⁶		428,005		449,170
3.092%, 02/01/23 (09/15/17)⁶		79,326		82,973
3.115%, 03/01/34 (09/15/17)⁶		1,694,648		1,771,184
3.260%, 06/01/35 (09/15/17)⁶		479,779		507,953
3.371%, 09/01/33 (09/15/17)⁶		1,452,669		1,535,693

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

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Federal Home Loan Mortgage Corporation - 26.7% (continued)
FHLMC,
3.397%, 05/01/35 (09/15/17)⁶	$	772,623	$	818,420
FHLMC Gold Pool,
3.000%, 04/01/31		2,585,834		2,659,004
4.000%, 12/01/44		3,817,426		4,031,897
4.500%, 05/01/19 to 10/01/44		14,422,578		15,497,393
5.000%, 10/01/18 to 05/01/39		8,074,757		8,783,630
5.500%, 12/01/32 to 08/01/40		5,781,660		6,468,485
6.000%, 02/01/22 to 01/01/24		2,463,460		2,610,215
6.500%, 03/01/18 to 10/01/23		131,444		138,085
7.000%, 07/01/19		35,258		36,201
7.500%, 03/01/33		175,052		201,803
FHLMC REMICS,
Series 2627, Class BM, 4.500%, 06/15/18 to 02/15/35		102,849		103,400
Series 2668, Class AG, 4.000%, 09/15/18 to 06/15/38		1,322,804		726,741
Series 2877, Class CI, 5.500%, 07/15/33 to 01/15/35		73,940		74,582
Series 3153, Class UG, 1.609%, 05/15/36 (07/15/17)⁶		1,876,080		1,884,020
Series 3653, Class JK, 5.000%, 11/15/38		131,485		136,764
Series 3756, Class DA, 1.200%, 11/15/18		122,357		121,868
Series 3846, Class CK, 1.500%, 09/15/20		7,704		7,697
Total Federal Home Loan Mortgage Corporation				54,555,035
Federal National Mortgage Association - 49.3%
FNMA,
2.675%, 09/01/33 (8/25/2017)⁶		693,512		736,594
2.708%, 09/01/33 (8/25/2017)⁶		228,408		239,695
2.712%, 01/01/34 (8/25/2017)⁶		583,310		613,230
2.812%, 02/01/33 (8/25/2017)⁶		787,949		816,794
2.823%, 12/01/34 (8/25/2017)⁶		1,643,150		1,733,210
2.829%, 08/01/33 (8/25/2017)⁶		342,727		355,908
2.897%, 12/01/34 (8/25/2017)⁶		1,598,173		1,685,072
2.913%, 05/01/33 (8/25/2017)⁶		1,130,084		1,187,184
2.929%, 06/01/34 (8/25/2017)⁶		584,611		607,821
2.951%, 11/01/34 (8/25/2017)⁶		2,449,700		2,593,081
2.969%, 04/01/34 (8/25/2017)⁶		377,240		396,989
2.980%, 06/01/35 (8/25/2017)⁶		92,769		98,330
3.001%, TBA 30 years^8,9		2,900,000		2,973,180
3.001%, 01/01/36 (8/25/2017)⁶		2,757,911		2,913,801
3.014%, 04/01/34 (8/25/2017)⁶		471,212		496,483
3.016%, 10/01/35 (8/25/2017)⁶		1,084,926		1,136,044
3.071%, 07/01/34 (8/25/2017)⁶		980,058		1,033,429

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

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Federal National Mortgage Association - 49.3% (continued)
FNMA,
3.076%, 12/01/33 (8/25/2017)⁶	$	408,404	$	429,670
3.077%, 08/01/35 (8/25/2017)⁶		1,025,525		1,082,464
3.121%, 06/01/33 (8/25/2017)⁶		281,986		295,878
3.135%, 05/01/34 (8/25/2017)⁶		1,491,466		1,564,664
3.194%, 08/01/34 (8/25/2017)⁶		216,829		228,734
3.228%, 03/01/34 (8/25/2017)⁶		175,200		184,396
3.425%, 01/01/34 (8/25/2017)⁶		1,175,360		1,234,638
3.435%, 01/01/33 (8/25/2017)⁶		788,789		829,083
3.443%, 04/01/37 (8/25/2017)^6,7		3,724,959		3,915,715
3.476%, 01/01/36 (8/25/2017)⁶		27,669		29,177
3.516%, 06/01/34 (8/25/2017)⁶		1,534,931		1,627,452
4.000%, 10/01/21 to 06/01/42		8,011,477		8,470,590
4.500%, 10/01/19 to 02/01/41		15,749,869		17,031,968
4.501%, TBA 30 years^8,9		2,300,000		2,464,100
5.000%, 10/01/19 to 01/01/41		12,109,899		13,197,974
5.500%, 05/01/34 to 08/01/41		10,307,671		11,692,609
6.000%, 09/01/21 to 08/01/37		5,470,360		6,046,261
6.500%, 04/01/18 to 08/01/32		2,732,461		3,087,526
7.000%, 11/01/22		896,264		953,186
7.500%, 08/01/33 to 09/01/33		53,313		63,526
FNMA Grantor Trust,
Series 2002-T5, Class A1, 1.456%, 05/25/32 (07/25/17)⁶		187,484		185,126
Series 2003-T4, Class 1A, 1.253%, 09/26/33 (07/26/17)⁶		13,233		13,157
FNMA REMICS,
Series 1994-31, Class ZC, 6.500%, 02/25/24		320,903		347,376
Series 1994-76, Class J, 5.000%, 04/25/24		45,095		45,473
Series 2001-63, Class FA, 1.759%, 12/18/31 (07/18/17)⁶		332,002		336,954
Series 2002-47, Class FD, 1.616%, 08/25/32 (07/25/17)⁶		392,580		392,928
Series 2002-56, Class UC, 5.000%, 09/25/17		1,646		1,649
Series 2003-2, Class FA, 1.716%, 02/25/33 (07/25/17)⁶		300,807		302,195
Series 2003-3, Class HJ, 5.000%, 02/25/18		13,946		14,046
Series 2004-1, Class AC, 4.000%, 02/25/19		11,442		11,678
Series 2004-21, Class AE, 4.000%, 04/25/19		86,356		88,288
Series 2004-27, Class HB, 4.000%, 05/25/19		56,726		57,464
Series 2004-53, Class NC, 5.000%, 07/25/24		248,987		266,993
Series 2005-13, Class AF, 1.616%, 03/25/35 (07/25/17)⁶		418,766		420,015
Series 2005-19, Class PA, 5.000%, 07/25/34		122,186		127,628
Series 2005-58, Class EP, 5.000%, 07/25/35		189,634		207,563
Series 2005-68, Class PB, 5.750%, 07/25/35		24,354		25,310

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

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Federal National Mortgage Association - 49.3% (continued)
FNMA REMICS,
Series 2005-68, Class PC, 5.000%, 07/25/35	$	159,381	$	165,943
Series 2007-56, Class FN, 1.586%, 06/25/37 (07/25/17)⁶		134,307		133,673
Series 2008-59, Class KB, 4.500%, 07/25/23		44,877		46,022
Series 2010-12, Class AC, 2.500%, 12/25/18		44,388		44,432
Series 2011-60, Class UC, 2.500%, 09/25/39		194,391		195,335
FNMA REMICS Whole Loan,
Series 2003-W1, Class 2A, 7.500%, 12/25/42⁴		15,633		17,889
Series 2003-W13, Class AV2, 1.390%, 10/25/33 (07/25/17)^5,6		12,759		12,715
Series 2003-W4, Class 4A, 6.703%, 10/25/42⁴		335,363		383,277
Series 2004-W14, Class 1AF, 1.616%, 07/25/44 (07/25/17)⁶		1,588,585		1,531,653
Series 2004-W5, Class F1, 1.666%, 02/25/47 (07/25/17)⁶		371,031		366,916
Series 2005-W2, Class A1, 1.416%, 05/25/35 (07/25/17)⁶		827,191		820,499
Total Federal National Mortgage Association				100,608,653
Government National Mortgage Association - 3.7%
GNMA,
4.000%, 09/15/18		54,977		56,732
5.000%, 01/15/46		843,281		919,794
6.000%, 01/15/36⁷		5,741,015		6,583,507
9.500%, 12/15/17		16		16
Total Government National Mortgage Association				7,560,049
Interest Only Strips - 2.1%
FHLMC REMICS,
Series 2922, Class SE, 5.591%, 02/15/35 (07/15/17)⁶		191,811		37,382
Series 2934, Class HI, 5.000%, 02/15/20		29,403		1,299
Series 2934, Class KI, 5.000%, 02/15/20		16,678		684
Series 2965, Class SA, 4.891%, 05/15/32 (07/15/17)⁶		413,075		58,418
Series 2967, Class JI, 5.000%, 04/15/20		94,913		4,363
Series 2980, Class SL, 5.541%, 11/15/34 (07/15/17)⁶		264,530		62,992
Series 2981, Class SU, 6.641%, 05/15/30 (07/15/17)⁶		195,253		32,278
Series 3065, Class DI, 5.461%, 04/15/35 (07/15/17)⁶		714,722		132,275
Series 3308, Class S, 6.041%, 03/15/32 (07/15/17)⁶		356,588		68,939
Series 3424, Class XI, 5.411%, 05/15/36 (07/15/17)⁶		508,517		88,582
Series 3489, Class SD, 6.641%, 06/15/32 (07/15/17)⁶		205,453		42,416
Series 3685, Class EI, 5.000%, 03/15/19⁵		89,302		1,099
Series 3731, Class IO, 5.000%, 07/15/19⁵		50,122		818
Series 3882, Class AI, 5.000%, 06/15/26		53,890		1,907
FNMA, Series 306, Class IO, 8.000%, 05/25/30⁵		60,271		16,556

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

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Interest Only Strips - 2.1% (continued)
FNMA REMICS,
Series 2004-51, Class SX, 5.904%, 07/25/34 (07/25/17)⁶	$	230,299	$	44,316
Series 2004-64, Class SW, 5.834%, 08/25/34 (07/25/17)⁶		681,007		127,495
Series 2004-66, Class SE, 5.284%, 09/25/34 (07/25/17)⁶		107,221		18,052
Series 2005-12, Class SC, 5.534%, 03/25/35 (07/25/17)⁶		242,032		41,707
Series 2005-45, Class SR, 5.504%, 06/25/35 (07/25/17)⁶		577,355		104,738
Series 2005-5, Class SD, 5.484%, 01/25/35 (07/25/17)⁶		170,824		28,513
Series 2005-65, Class KI, 5.784%, 08/25/35 (07/25/17)⁶		1,346,177		248,013
Series 2005-66, Class GS, 5.634%, 07/25/20 (07/25/17)⁶		50,226		2,509
Series 2006-3, Class SA, 4.934%, 03/25/36 (07/25/17)⁶		255,717		40,106
Series 2007-75, Class JI, 5.329%, 08/25/37 (07/25/17)⁶		124,509		22,162
Series 2007-85, Class SI, 5.244%, 09/25/37 (07/25/17)⁶		277,364		49,317
Series 2008-86, Class IO, 4.500%, 03/25/23⁵		146,056		3,316
Series 2008-87, Class AS, 6.434%, 07/25/33 (07/25/17)⁶		753,877		151,357
Series 2009-31, Class PI, 5.002%, 11/25/38		763,543		119,187
Series 2010-105, Class IO, 5.006%, 08/25/20		198,201		8,216
Series 2010-121, Class IO, 5.004%, 10/25/25		103,404		2,807
Series 2010-37, Class GI, 5.003%, 04/25/25⁵		67,173		1,096
Series 2010-65, Class IO, 5.005%, 09/25/20		346,119		13,702
Series 2010-68, Class SJ, 5.334%, 07/25/40 (07/25/17)⁶		293,049		58,705
Series 2011-124, Class IC, 3.500%, 09/25/21		750,812		27,352
Series 2011-69, Class AI, 5.001%, 05/25/18⁵		91,164		776
Series 2011-88, Class WI, 3.500%, 09/25/26		704,578		71,976
Series 2012-126, Class SJ, 3.784%, 11/25/42 (07/25/17)⁶		3,709,197		597,776
GNMA,
Series 2011-157, Class SG, 5.388%, 12/20/41 (07/20/17)⁶		975,557		215,160
Series 2011-167, Class IO, 5.000%, 12/16/20		392,657		10,895
Series 2011-32, Class KS, 9.757%, 06/16/34 (07/16/17)⁶		362,628		38,538
Series 2011-94, Class IS, 5.528%, 06/16/36 (07/16/17)⁶		401,682		51,249
Series 2012-101, Class AI, 3.500%, 08/20/27		410,842		45,735
Series 2012-103, Class IB, 3.500%, 04/20/40		818,837		78,950
Series 2012-140, Class IC, 3.500%, 11/20/42		656,614		134,455
Series 2012-34, Class KS, 4.878%, 03/16/42 (07/16/17)⁶		2,772,756		650,985
Series 2012-69, Class QI, 4.000%, 03/16/41		1,212,576		180,334
Series 2012-96, Class IC, 3.000%, 08/20/27		680,394		68,334
Series 2013-5, Class BI, 3.500%, 01/20/43		269,349		49,665
Series 2014-173, Class AI, 4.000%, 11/20/38		234,089		18,511
Series 2016-108, Class QI, 4.000%, 08/20/46		320,893		75,934
Series 2016-145, Class UI, 3.501%, 10/20/46		568,175		114,964
Series 2016-46, Class JI, 4.500%, 04/20/46		289,049		63,438

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

AMG Managers Amundi Short Duration Government Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Interest Only Strips - 2.1% (continued)
GNMA,
Series 2016-81, Class IO, 4.000%, 06/20/46	$	538,387	$	102,580
Total Interest Only Strips				4,232,929
U.S. Government Obligations - 1.9%
U.S. Treasury Inflation Indexed Bonds, 2.375%, 01/15/27		3,310,207		3,843,038
Total U.S. Government and Agency Obligations (cost $167,466,542)				170,799,704
Short-Term Investments - 11.5%
U.S. Government and Agency Discount Notes - 9.2%
FHLB, 0.10%, 07/06/17¹⁰		3,000,000		2,999,640
FHLB, 0.24%, 07/26/17¹⁰		4,000,000		3,997,611
FHLB, 0.50%, 08/18/17¹⁰		5,000,000		4,993,733
FHLB, 0.66%, 09/20/17¹⁰		3,000,000		2,993,220
FHLB, 0.92%, 08/15/17¹⁰		3,750,000		3,745,195
Total U.S. Government and Agency Discount Notes				18,729,399
U.S. Treasury Bills - 0.5%
U. S. Treasury Bills, 0.21%, 08/24/17^10,11		980,000		979,010

	Shares
Other Investment Companies - 1.8%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%³		3,728,513		3,728,513
Total Short-Term Investments (cost $23,437,222)				23,436,922
Total Investments - 106.3% (cost $215,637,654)				216,802,412
Other Assets, less Liabilities - (6.3)%				(12,798,003	)
Net Assets - 100.0%			$	204,004,409

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

Notes to Schedules of Portfolio Investments (unaudited)

The following footnotes should be read in conjunction with each of the Schedules of Portfolio Investments previously presented in this report.

At June 30, 2017, the approximate cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax were as follows:


Fund	Cost		Appreciation		Depreciation			Net
AMG Chicago Equity Partners Balanced Fund	$	171,570,725	$	16,702,505	$	(2,164,963	)	$	14,537,542
AMG Chicago Equity Partners Small Cap Value Fund		4,953,629		478,459		(158,804	)		319,655
AMG Managers Amundi Intermediate Government Fund		188,924,508		1,279,573		(1,029,694	)		249,879
AMG Managers Amundi Short Duration Government Fund		215,645,252		2,134,135		(976,975	)		1,157,160

^*	Non-income producing security.

^#	Less than 0.05%.

(a)	Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2017, the value of these securities amounted to the following:


Fund	Market Value		% of Net Assets
AMG Chicago Equity Partners Balanced Fund	$	399,186		0.2	%
AMG Managers Amundi Intermediate Government Fund		8,714,697		6.6	%
AMG Managers Amundi Short Duration Government Fund		18,240,012		8.9	%

¹	Some or all of these securities were out on loan to various brokers as of June 30, 2017, amounting to the following:


Fund	Market Value		% of Net Assets
AMG Chicago Equity Partners Balanced Fund	$	1,795,368		1.0	%
AMG Chicago Equity Partners Small Cap Value Fund		286,337		5.8	%

²	Collateral received from brokers for securities lending was invested in these joint repurchase agreements.

³	Yield shown represents the June 30, 2017, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

⁴	Variable Rate Security: The rate listed is as of June 30, 2017, and is periodically reset subject to terms and conditions set forth in the debenture.

⁵

Illiquid Security: A security not readily convertible into cash such as a stock, bond or commodity that is not actively traded and would be difficult to sell in a timely sale. The Funds may not invest more than 15% of their net assets in illiquid securities. The market value of illiquid securities at June 30, 2017, amounted to the following:


Fund	Market Value		% of Net Assets
AMG Managers Amundi Intermediate Government Fund	$	350,289		0.3	%
AMG Managers Amundi Short Duration Government Fund		36,376		0.0	%^#

⁶	Floating Rate Security: The rate listed is as of June 30, 2017. Date in parentheses represents the security’s next coupon rate reset.

⁷	Some or all of these securities are segregated as collateral for delayed delivery agreements. At June 30, 2017, the value of these securities amounted to the following:


Fund	Market Value		% of Net Assets
AMG Managers Amundi Intermediate Government Fund	$	56,213,314		42.8	%
AMG Managers Amundi Short Duration Government Fund		10,499,222		5.1	%

⁸	All or part of the security is delayed delivery transaction. The market value for delayed delivery securities at June 30, 2017, amounted to the following:


Fund	Market Value		% of Net Assets
AMG Managers Amundi Intermediate Government Fund	$	56,213,314		42.8	%
AMG Managers Amundi Short Duration Government Fund		2,288,860		1.1	%

⁹	TBA Securities are purchased/sold on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement when the specific mortgage pools are assigned.

¹⁰	Represents yield to maturity at June 30, 2017.

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

Notes to Schedules of Portfolio Investments (continued)

¹¹	Some or all of this security is held as collateral for futures contracts. The market value of collateral at June 30, 2017, amounted to the following:


Fund	Market Value		% of Net Assets
AMG Managers Amundi Intermediate Government Fund	$	109,894		0.1	%
AMG Managers Amundi Short Duration Government Fund		889,101		0.4	%

¹²	This security is restricted and not available for re-sale. The security was received as part of a corporate action on January 22, 2016.

The following tables summarize the inputs used to value the Funds’ investments by the fair value hierarchy levels as of June 30, 2017: (See Note 1(a) in the Notes to the Financial Statements.)


	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG Chicago Equity Partners Balanced Fund
Investments in Securities
Common Stocks^†	$	118,690,233		—		—	$	118,690,233
Rights		—		—	$	7		7
Corporate Bonds and Notes^†^†		—	$	8,051,076		—		8,051,076
U.S. Government and Agency Obligations^†^†		—		56,082,409		—		56,082,409
Short-Term Investments
Repurchase Agreements		—		1,857,507		—		1,857,507
Other Investment Companies		1,427,035		—		—		1,427,035

Total Investments in Securities	$	120,117,268	$	65,990,992	$	7	$	186,108,267

At June 30, 2017, the Level 3 securities are Rights received as a result of a corporate action.

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

Notes to Schedules of Portfolio Investments (continued)


	Quoted Prices in Active Markets for Identical Investments Level 1			Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
AMG Chicago Equity Partners Small Cap Value Fund
Investments in Securities
Common Stocks
Consumer Discretionary	$	460,332			—			—	$	460,332
Consumer Staples		142,522			—			—		142,522
Energy		192,786			—			—		192,786
Financials		1,617,343			—			—		1,617,343
Health Care		263,066			—			—		263,066
Industrials		754,375			—			—		754,375
Information Technology		449,480			—			—		449,480
Materials		238,180		$	2,390			—		240,570
Real Estate		474,356			—			—		474,356
Telecommunication Services		13,392			—			—		13,392
Utilities		339,663			—			—		339,663
Short-Term Investments
Repurchase Agreements		—			296,389			—		296,389
Other Investment Companies		29,010			—			—		29,010

Total Investments in Securities	$	4,974,505		$	298,779			—	$	5,273,284


	Quoted Prices in Active Markets for Identical Investments Level 1			Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
AMG Managers Amundi Intermediate Government Fund
Investments in Securities
Asset-Backed Securities		—		$	8,370,553			—	$	8,370,553
Mortgage-Backed Securities		—			730,051			—		730,051
U.S. Government and Agency Obligations^†^†		—			160,845,110			—		160,845,110
Short-Term Investments
U.S. Treasury Bills		—			109,894			—		109,894
Other Investment Companies	$	19,118,779			—			—		19,118,779

Total Investments in Securities	$	19,118,779		$	170,055,608			—	$	189,174,387

TBA Sale Commitments				$	(1,027,070	)		—	$	(1,027,070	)

Financial Derivative Instruments-Assets^†^†^†
Futures contracts	$	52,597			—			—	$	52,597

Financial Derivative Instruments-Liabilities^†^†^†
Futures contracts		(1,038	)		—			—		(1,038	)

Total Financial Derivative Instruments	$	51,559			—			—	$	51,559

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

Notes to Schedules of Portfolio Investments (continued)


	Quoted Prices in Active Markets for Identical Investments Level 1			Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
AMG Managers Amundi Short Duration Government Fund
Investments in Securities
Asset-Backed Securities		—		$	22,065,792			—	$	22,065,792
Mortgage-Backed Securities		—			499,994			—		499,994
U.S. Government and Agency Obligations^†^†		—			170,799,704			—		170,799,704
Short-Term Investments
U.S. Government and Agency Discount Notes		—			18,729,399			—		18,729,399
U.S. Treasury Bills		—			979,010			—		979,010
Other Investment Companies	$	3,728,513			—			—		3,728,513

Total Investments in Securities	$	3,728,513		$	213,073,899			—	$	216,802,412

TBA Sale Commitments		—		$	(3,148,418	)		—	$	(3,148,418	)

Financial Derivative Instruments-Assets^†^†^†
Futures	$	301,690			—			—	$	301,690

Financial Derivative Instruments-Liabilities^†^†^†
Futures		(94,270	)		—			—		(94,270	)

Total Financial Derivative Instruments	$	207,420			—			—	$	207,420

^†	All common stocks held in the Fund are Level 1 securities. For a detailed breakout of these securities, please refer to the respective Schedule of Portfolio Investments.

^†^†

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

^†^†^†

Derivative instruments, such as futures, are not reflected in the Schedule of Portfolio Investments and are valued at the unrealized appreciation/depreciation of the instrument.

As of June 30, 2017, the Funds had no significant transfers between Levels 1 and 2 from the beginning of the reporting period.

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

Notes to Schedules of Portfolio Investments (continued)

The following schedule shows the value of derivative instruments at June 30, 2017:

Asset Derivatives

Liability Derivatives

Fund

Derivatives not accounted

for as hedging instruments

Statement of Assets and

Liabilities Location

Fair Value

Statement of Assets and

Liabilities Location

Fair Value

AMG Managers Amundi Intermediate Government Fund

Interest rate contracts

Receivable for variation margin¹

18,937

Payable for variation margin¹

2,219

Asset Derivatives

Liability Derivatives

Fund

Derivatives not accounted
for as hedging instruments

Statement of Assets and
Liabilities Location

Fair Value

Statement of Assets and
Liabilities Location

Fair Value

AMG Managers Amundi Short Duration Government Fund

Interest rate contracts

Receivable for variation margin¹

149,591

Payable for variation margin¹

22,281

Only current day’s variation margin is reported within the Statement of Assets and Liabilities. The variation margin is included in the open futures cumulative appreciation for AMG Managers Amundi Intermediate Government Fund and AMG Managers Amundi Short Duration Government Fund of $51,559 and $207,420, respectively, as reported in the Notes to Schedules of Portfolio Investments.

For the six months ended June 30, 2017, the effect of derivative instruments on the Statement of Operations for the Funds and the amount of realized gain/(loss) and change in unrealized gain (loss) on derivatives recognized in income was as follows:

Realized Gain (Loss)

Change in Unrealized Gain (Loss)

Fund

Derivatives not accounted
for as hedging instruments

Statement of Operations
Location

Realized

Gain/(Loss)

Statement of Operations

Location

Change in Unrealized
Gain/(Loss)

AMG Managers Amundi Intermediate Government Fund

Interest rate contracts

Net realized loss on
futures contracts

(80,103

)

Net change in unrealized appreciation
(depreciation) of futures contracts

25,168

Realized Gain (Loss)

Change in Unrealized Gain (Loss)

Fund

Derivatives not accounted
for as hedging instruments

Statement of Operations
Location

Realized

Gain/(Loss)

Statement of Operations

Location

Change in Unrealized

Gain/(Loss)

AMG Managers Amundi Short Duration Government Fund

Interest rate contracts

Net realized loss on
futures contracts

(483,608

)

Net change in unrealized appreciation
(depreciation) of futures contracts

(58,672

)

At June 30, 2017, the following Funds had TBA forward sale commitments:

(See Note 1(i) in the Notes to Financial Statements.)

AMG Managers Amundi Intermediate Government Fund


	Principal		Settlement		Current
Security	Amount		Date		Liability		Proceeds
FNMA, 3.500%, TBA 30 years	$	1,000,000		07/13/17	$	1,027,070	$	(1,029,258	)

Totals					$	1,027,070	$	(1,029,258	)

AMG Managers Amundi Short Duration Government Fund


	Principal		Settlement		Current
Security	Amount		Date		Liability		Proceeds
FNMA, 4.000%, TBA 30 years	$	3,000,000		09/25/17	$	3,148,418	$	(3,164,531	)

Totals					$	3,148,418	$	(3,164,531	)

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

Notes to Schedules of Portfolio Investments (continued)

At June 30, 2017, the following Funds had open futures contracts:

(See Note 7 in the Notes to Financial Statements.)

AMG Managers Amundi Intermediate Government Fund


Type	Number of Contracts		Position		Expiration Date		Unrealized Gain/(Loss)
10-Year Interest Rate Swap		35		Short		09/18/17	$	35,460
10-Year U.S. Treasury Note		3		Long		09/20/17		(1,038	)
2-Year U.S. Treasury Note		3		Short		09/29/17		930
5-Year Interest Rate Swap		23		Short		09/18/17		9,646
5-Year U.S. Treasury Note		5		Short		09/29/17		1,316
U.S. Ultra Bond CBT Sept 17		2		Long		09/20/17		5,245

Total							$	51,559

AMG Managers Amundi Short Duration Government Fund



Type	Number of Contracts		Position		Expiration Date		Unrealized Gain/(Loss)
10-Year Interest Rate Swap		71		Short		09/18/17	$	71,932
10-Year U.S. Treasury Note		45		Long		09/20/17		(15,572	)
2-Year U.S. Treasury Note		87		Short		09/29/17		26,970
5-Year Interest Rate Swap		484		Short		09/18/17		202,788
5-Year U.S. Treasury Note		56		Long		09/29/17		(15,453	)
U.S. Ultra Bond CBT Sept 17		24		Short		09/20/17		(63,245	)

Total							$	207,420

INVESTMENTS DEFINITIONS AND ABBREVIATIONS:


FHLB:		Federal Home Loan Bank
FHLMC:		Federal Home Loan Mortgage Corporation
FNMA:		Federal National Mortgage Association
GNMA:		Government National Mortgage Association
GSMPS:		Goldman Sachs Mortgage Participation Securities


GSR:		Goldman Sachs REMIC
MTN:		Medium-Term Notes
REIT:		Real Estate Investment Trust
REMICS:		Real Estate Mortgage Investment Conduits
TBA:		To Be Announced

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

Statement of Assets and Liabilities (unaudited)

June 30, 2017


			AMG
	AMG		Chicago Equity
	Chicago Equity		Partners
	Partners		Small Cap Value
	Balanced Fund		Fund
Assets:
Investments at value^* (including securities on loan valued at $1,795,368 and $286,337, respectively)	$	186,108,267	$	5,273,284
Cash		19		—
Receivable for investments sold		5,680,832		214,221
Receivable for Fund shares sold		241,547		742
Dividends, interest and other receivables		417,202		11,140
Receivable from affiliate		5,538		7,152
Prepaid expenses		24,649		16,111
Total assets		192,478,054		5,522,650
Liabilities:
Payable for investments purchased		6,173,070		17,472
Payable upon return of securities loaned		1,857,507		296,389
Payable for Fund shares repurchased		265,459		238,288
Accrued expenses:
Investment advisory and management fees		91,180		3,142
Administrative fees		22,795		760
Distribution fees - Class N		19,203		17
Shareholder servicing fees - Class N		—		10
Shareholder servicing fees - Class I		6,978		947
Professional fees		22,102		17,651
Trustees fees and expenses		927		77
Other		93,416		28,711
Total liabilities		8,552,637		603,464
Net Assets	$	183,925,417	$	4,919,186
Net Assets Represent:
Paid-in capital	$	163,934,175	$	4,829,001
Undistributed net investment income		99,835		18,449
Accumulated net realized gain (loss) from investments		5,142,908		(252,246	)
Net unrealized appreciation of investments and foreign currency translations		14,748,499		323,982
Net Assets	$	183,925,417	$	4,919,186
* Investments at cost	$	171,359,768	$	4,949,302

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

Statement of Assets and Liabilities (continued)


			AMG
	AMG		Chicago Equity
	Chicago Equity		Partners
	Partners		Small Cap Value
	Balanced Fund		Fund
Class N Shares:
Net Assets	$	92,513,326	$	80,666
Shares outstanding		5,610,594		7,966
Net asset value, offering and redemption price per share	$	16.49	$	10.13
Class I Shares:
Net Assets	$	84,968,050	$	2,882,257
Shares outstanding		5,107,519		284,953
Net asset value, offering and redemption price per share	$	16.64	$	10.11
Class Z Shares:
Net Assets	$	6,444,041	$	1,956,263
Shares outstanding		387,437		193,214
Net asset value, offering and redemption price per share	$	16.63	$	10.12

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

Statement of Assets and Liabilities (continued)


	AMG Managers			AMG Managers
	Amundi			Amundi
	Intermediate			Short Duration
	Government			Government
	Fund^#			Fund^#
Assets:
Investments at value^*	$	189,174,387		$	216,802,412
Cash		—			15
Receivable for delayed delivery investments sold		61,369,557			11,790,548
Dividends, interest and other receivables		459,094			674,246
Receivable for Fund shares sold		84,600			54,152
Receivable for variation margin		18,937			149,591
Receivable from affiliate		15,489			19,132
Receivable for paydowns		2,612			75,882
Prepaid expenses		48,941			46,672
Total assets		251,173,617			229,612,650
Liabilities:
Payable for cash collateral		189,750			—
Payable to Custodian		259			—
Payable for delayed delivery investments purchased		117,728,218			14,099,979
TBA sale commitments at value (proceeds receivable of $1,029,258 and $3,164,531, respectively)		1,027,070			3,148,418
Payable for Fund shares repurchased		694,693			6,187,732
Payable for variation margin		2,219			22,281
Payable for investments purchased		—			1,858,440
Accrued expenses:
Investment advisory and management fees		53,518			69,571
Administrative fees		16,724			26,089
Shareholder servicing fees- Class N		16,528			23,636
Professional fees		27,413			26,925
Trustees fees and expenses		963			886
Other		119,336			144,284
Total liabilities		119,876,691			25,608,241
Net Assets	$	131,296,926		$	204,004,409
Net Assets Represent:
Paid-in capital	$	133,486,953		$	209,378,173
Undistributed net investment income		404,429			1,465,334
Accumulated net realized loss from investments and futures contracts		(3,293,605	)		(8,227,389	)
Net unrealized appreciation of investments and futures contracts		699,149			1,388,291
Net Assets	$	131,296,926		$	204,004,409
* Investments at cost	$	188,528,985		$	215,637,654

^#	Effective February 27, 2017, Class S shares were renamed to Class N shares and Class I shares and Class Z shares were added as described in the Note 1 of the Notes to Financial Statements

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

Statement of Assets and Liabilities (continued)


	AMG Managers		AMG Managers
	Amundi		Amundi
	Intermediate		Short Duration
	Government		Government
	Fund^#		Fund^#
Class N Shares:
Net Assets	$	129,709,229	$	179,911,480
Shares outstanding		12,127,925		18,845,502
Net asset value, offering and redemption price per share	$	10.70	$	9.55
Class I Shares:
Net Assets	$	323,738	$	23,485,517
Shares outstanding		30,265		2,461,369
Net asset value, offering and redemption price per share	$	10.70	$	9.54
Class Z Shares:
Net Assets	$	1,263,959	$	607,412
Shares outstanding		118,236		63,610
Net asset value, offering and redemption price per share	$	10.69	$	9.55

^#	Effective February 27, 2017, Class S shares were renamed to Class N shares and Class I shares and Class Z shares were added as described in the Note 1 of the Notes to Financial Statements

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

Statement of Operations (unaudited)

For the six months ended June 30, 2017


				AMG			AMG Managers			AMG Managers
	AMG			Chicago Equity			Amundi			Amundi Short
	Chicago Equity			Partners			Intermediate			Duration
	Partners			Small Cap Value			Government			Government
	Balanced Fund			Fund			Fund^#			Fund^#
Investment Income:
Dividend income	$	897,680		$	67,249		$	95,691		$	11,897
Interest income		665,904			—			1,576,823			2,062,247
Securities lending income		5,580			1,647			—			2
Foreign withholding tax		(134	)		—			—			—
Total investment income		1,569,030			68,896			1,672,514			2,074,146
Expenses:
Investment advisory and management fees		536,866			31,985			361,961			439,191
Administrative fees		134,217			7,738			113,113			164,697
Distribution fees - Class N		115,125			64			—			—
Shareholder servicing fees - Class N		—			38			112,323			161,066
Shareholder servicing fees - Class I		40,276			5,152			—			—
Registration fees		44,351			29,568			25,490			23,625
Custodian fees		28,229			8,216			35,226			33,763
Professional fees		22,470			13,605			28,921			30,801
Transfer agent fees		11,943			4,101			14,383			5,420
Reports to shareholders		11,301			4,767			18,932			25,992
Trustees fees and expenses		8,188			599			7,890			10,979
Miscellaneous		2,098			394			2,909			3,662
Total expenses before offsets/reductions		955,064			106,227			721,148			899,196
Expense reimbursements		(48,051	)		(51,965	)		(50,411	)		—
Expense reductions		(5,881	)		(3,815	)		—			—
Fee waivers		—			—			(31,749	)		(81,289	)
Net expenses		901,132			50,447			638,988			817,907
Net investment income		667,898			18,449			1,033,526			1,256,239
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments		4,316,614			1,533,694			1,046,286			20,232
Net realized loss on futures contracts		—			—			(80,103	)		(483,608	)
Net change in unrealized appreciation (depreciation) of investments		7,226,319			(1,770,860	)		(275,218	)		(287,360	)
Net change in unrealized appreciation (depreciation) of futures contracts		—			—			25,168			(58,672	)
Net realized and unrealized gain (loss)		11,542,933			(237,166	)		716,133			(809,408	)
Net increase (decrease) in net assets resulting from operations	$	12,210,831		$	(218,717	)	$	1,749,659		$	446,831

^#	Effective February 27, 2017, Class S shares were renamed to Class N shares and Class I shares and Class Z shares were added as described in the Note 1 of the Notes to Financial Statements

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

Statements of Changes in Net Assets

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016


	AMG Chicago Equity						AMG Chicago Equity
	Partners Balanced Fund						Small Cap Value Fund
	2017			2016^#			2017			2016^#
Increase (Decrease) in Net Assets
Resulting From Operations:
Net investment income	$	667,898		$	1,744,880		$	18,449		$	117,437
Net realized gain on investments		4,316,614			1,942,643			1,533,694			735,967
Net change in unrealized appreciation (depreciation) of investments		7,226,319			5,002,573			(1,770,860	)		2,288,175
Net increase (decrease) in net assets resulting from operations		12,210,831			8,690,096			(218,717	)		3,141,579
Distributions to Shareholders:
From net investment income:
Class N		(253,265	)		(899,880	)		—			(217	)
Class I		(288,545	)		(784,679	)		—			(102,530	)
Class Z		(25,683	)		(62,513	)		—			(19,183	)
From net realized gain on investments:
Class N		—			(70,151	)		(6,061	)		—
Class I		—			(57,353	)		(1,227,738	)		—
Class Z		—			(4,375	)		(285,398	)		—
Total distributions to shareholders		(567,493	)		(1,878,951	)		(1,519,197	)		(121,930	)
Capital Share Transactions:¹
Net increase (decrease) from capital share transactions		(1,905,351	)		10,393,262			(6,210,965	)		(2,861,768	)
Total increase (decrease) in net assets		9,737,987			17,204,407			(7,948,879	)		157,881
Net Assets:
Beginning of period		174,187,430			156,983,023			12,868,065			12,710,184
End of period	$	183,925,417		$	174,187,430		$	4,919,186		$	12,868,065
End of period undistributed (distributions in excess of) net investment income	$	99,835		$	(570	)	$	18,449			—

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

^#	Effective October 1, 2016, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

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

Statements of Changes in Net Assets (continued)

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016


	AMG Managers Amundi Intermediate						AMG Managers Amundi Short Duration
	Government Fund^#						Government Fund^#
	2017			2016			2017			2016
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment income	$	1,033,526		$	2,538,653		$	1,256,239		$	4,660,640
Net realized gain (loss) on investments and futures contracts		966,183			1,044,235			(463,376	)		1,422,193
Net change in unrealized appreciation (depreciation) of investments and futures contracts		(250,050	)		(577,674	)		(346,032	)		(3,256,852	)
Net increase in net assets resulting from operations		1,749,659			3,005,214			446,831			2,825,981
Distributions to Shareholders:
From net investment income:
Class N		(999,852	)		(2,324,161	)		(2,154,706	)		(2,527,449	)
Class I		(1,749	)		—			(86,787	)		—
Class Z		(7,605	)		—			(7,107	)		—
From net realized gain on investments:
Class N		—			(2,763,558	)		—			—
Class I		—			—			—			—
Class Z		—			—			—			—
Total distributions to shareholders		(1,009,206	)		(5,087,719	)		(2,248,600	)		(2,527,449	)
Capital Share Transactions:¹
Net decrease from capital share transactions		(35,854,354	)		(23,546,144	)		(28,762,710	)		(161,035,899	)
Total decrease in net assets		(35,113,901	)		(25,628,649	)		(30,564,479	)		(160,737,367	)
Net Assets:
Beginning of period		166,410,827			192,039,476			234,568,888			395,306,255
End of period	$	131,296,926		$	166,410,827		$	204,004,409		$	234,568,888
End of period undistributed net investment income	$	404,429		$	380,109		$	1,465,334		$	2,457,695

^#	Effective October 1, 2016, and February 27, 2017, the Fund’s share classes were renamed or redesignated as described in Note 1 of the Notes to the Financial Statements.

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

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

AMG Chicago Equity Partners Balanced Fund

Financial Highlights

For a share outstanding throughout each period


				For the years ended December 31,
	For the six
	months ended
Class N	June 30, 2017 (unaudited)			2016^#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	15.45		$	14.92		$	15.09		$	15.13		$	14.19		$	13.70
Income from Investment Operations:
Net investment income^1,2		0.05			0.14	⁴		0.10	⁵		0.11			0.10	⁶		0.18
Net realized and unrealized gain on investments		1.03			0.54			0.23			1.37			2.33			1.16
Total income from investment operations		1.08			0.68			0.33			1.48			2.43			1.34
Less Distributions to Shareholders from:
Net investment income		(0.04	)		(0.14	)		(0.11	)		(0.11	)		(0.09	)		(0.17	)
Net realized gain on investments		—			(0.01	)		(0.39	)		(1.41	)		(1.40	)		(0.68	)
Total distributions to shareholders		(0.04	)		(0.15	)		(0.50	)		(1.52	)		(1.49	)		(0.85	)
Net Asset Value, End of Period	$	16.49		$	15.45		$	14.92		$	15.09		$	15.13		$	14.19
Total Return¹		7.02	%¹¹		4.59	%		2.19	%		9.69	%		17.14	%		9.86	%
Ratio of net expenses to average net assets		1.09	%^12,17		1.08	%¹⁷		1.08	%¹⁷		1.07	%¹⁸		1.10	%^7,17		1.17	%^8,9,17
Ratio of gross expenses to average net assets³		1.14	%¹²		1.25	%		1.36	%		1.40	%		1.55	%⁷		1.52	%⁸
Ratio of net investment income to average net assets¹		0.67	%¹²		0.94	%		0.64	%		0.70	%		0.62	%⁷		1.21	%⁸
Portfolio turnover		35	%¹¹		119	%		105	%		92	%		90	%		110	%
Net assets at end of period (000’s omitted)	$	92,513		$	92,502		$	94,476		$	41,751		$	33,151		$	26,047


				For the years ended December 31,
Class I	For the six months ended June 30, 2017 (unaudited)			2016^#			2015			2014			2013			For the period ended December 31, 2012*
Net Asset Value, Beginning of Period	$	15.59		$	15.05		$	15.23		$	15.26		$	14.30		$	15.11
Income (Loss) from Investment Operations:
Net investment income^1,2		0.07			0.17	⁴		0.12	⁵		0.15			0.13	⁶		0.02
Net realized and unrealized gain (loss) on investments		1.04			0.54			0.23			1.37			2.36			(0.08	)
Total income (loss) from investment operations		1.11			0.71			0.35			1.52			2.49			(0.06	)
Less Distributions to Shareholders from:
Net investment income		(0.06	)		(0.16	)		(0.14	)		(0.13	)		(0.12	)		(0.06	)
Net realized gain on investments		—			(0.01	)		(0.39	)		(1.42	)		(1.41	)		(0.69	)
Total distributions to shareholders		(0.06	)		(0.17	)		(0.53	)		(1.55	)		(1.53	)		(0.75	)
Net Asset Value, End of Period	$	16.64		$	15.59		$	15.05		$	15.23		$	15.26		$	14.30
Total Return¹		7.11	%¹¹		4.79	%		2.29	%		9.93	%		17.45	%¹⁰		(0.36	)%^10,11
Ratio of net expenses to average net assets		0.94	%^12,17		0.93	%¹⁷		0.93	%¹⁷		0.86	%¹⁸		0.92	%^7,17		0.82	%^8,12,17
Ratio of gross expenses to average net assets³		0.99	%¹²		1.10	%		1.21	%		1.20	%		1.39	%⁷		1.62	%^8,12
Ratio of net investment income to average net assets¹		0.82	%¹²		1.09	%		0.80	%		0.91	%		0.83	%⁷		1.90	%^8,12
Portfolio turnover		35	%¹¹		119	%		105	%		92	%		90	%		110	%¹¹
Net assets at end of period (000’s omitted)	$	84,968		$	75,890		$	60,798		$	14,481		$	1,581		$	9

AMG Chicago Equity Partners Balanced Fund

Financial Highlights

For a share outstanding throughout each period


				For the years ended December 31,
	For the six
	months ended
Class Z	June 30, 2017 (unaudited)			2016^#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	15.58		$	15.05		$	15.22		$	15.26		$	14.31		$	13.82
Income from Investment Operations:
Net investment income^1,2		0.07			0.18	⁴		0.14	⁵		0.15			0.14	⁶		0.21
Net realized and unrealized gain on investments		1.05			0.54			0.23			1.38			2.35			1.18
Total income from investment operations		1.12			0.72			0.37			1.53			2.49			1.39
Less Distributions to Shareholders from:
Net investment income		(0.07	)		(0.18	)		(0.15	)		(0.15	)		(0.13	)		(0.21	)
Net realized gain on investments		—			(0.01	)		(0.39	)		(1.42	)		(1.41	)		(0.69	)
Total distributions to shareholders		(0.07	)		(0.19	)		(0.54	)		(1.57	)		(1.54	)		(0.90	)
Net Asset Value, End of Period	$	16.63		$	15.58		$	15.05		$	15.22		$	15.26		$	14.31
Total Return¹		7.17	%¹¹		4.82	%		2.44	%		9.97	%		17.45	%		10.09	%
Ratio of net expenses to average net assets		0.84	%^12,17		0.83	%¹⁷		0.83	%¹⁷		0.82	%¹⁸		0.85	%^7,17		0.92	%^8,9,17
Ratio of gross expenses to average net assets³		0.89	%¹²		1.00	%		1.09	%		1.15	%		1.30	%⁷		1.27	%⁸
Ratio of net investment income to average net assets¹		0.92	%¹²		1.20	%		0.89	%		0.95	%		0.88	%⁷		1.46	%⁸
Portfolio turnover		35	%¹¹		119	%		105	%		92	%		90	%		110	%
Net assets at end of period (000’s omitted)	$	6,444		$	5,796		$	1,709		$	12,401		$	11,122		$	9,601

AMG Chicago Equity Partners Small Cap Value Fund

Financial Highlights

For a share outstanding throughout each period


	For the six
	months ended
	June 30, 2017			For the year ended December 31,			For the period ended
Class N	(unaudited)			2016^#			December 31, 2015**
Net Asset Value, Beginning of Period	$	12.02		$	9.39		$	10.00
Income (Loss) from Investment Operations:
Net investment Income (loss)^1,2		0.00	^###		0.08			(0.08	)⁵
Net realized and unrealized gain (loss) on investments		(0.15	)		2.64			(0.53	)
Total income (loss) from investment operations		(0.15	)		2.72			(0.61	)
Less Distributions to Shareholders from:
Net investment income		—			(0.09	)		—
Net realized gain on investments		(1.74	)		—			—
Total distributions to shareholders		(1.74	)		(0.09	)		—
Net Asset Value, End of Period	$	10.13		$	12.02		$	9.39
Total Return¹		(1.62	)%¹¹		29.00	%		(6.10	)%¹¹
Ratio of net expenses to average net assets		1.31	%^12,20		1.33	%¹⁷		1.32	%^12,19
Ratio of gross expenses to average net assets³		2.36	%¹²		2.26	%		2.34	%¹²
Ratio of net investment income (loss) to average net assets¹		0.02	%¹²		0.77	%		(0.77	)%¹²
Portfolio turnover		65	%¹¹		146	%		138	%¹¹
Net assets at end of period (000’s omitted)	$	81		$	30		$	16


	For the six
	months ended
	June 30, 2017			For the year ended December 31,			For the period ended
Class I	(unaudited)			2016^#			December 31, 2015**
Net Asset Value, Beginning of Period	$	11.99		$	9.35		$	10.00
Income (Loss) from Investment Operations:
Net investment income^1,2		0.02			0.09			0.10	⁵
Net realized and unrealized gain (loss) on investments		(0.17	)		2.65			(0.68	)
Total income (loss) from investment operations		(0.15	)		2.74			(0.58	)
Less Distributions to Shareholders from:
Net investment income		—			(0.10	)		(0.07	)
Net realized gain on investments		(1.73	)		—			—
Total distributions to shareholders		(1.73	)		(0.10	)		(0.07	)
Net Asset Value, End of Period	$	10.11		$	11.99		$	9.35
Total Return¹		(1.57	)%¹¹		29.34	%		(5.77	)%¹¹
Ratio of net expenses to average net assets		1.04	%^12,20		1.06	%¹⁷		1.03	%^12,19
Ratio of gross expenses to average net assets³		2.08	%¹²		1.85	%		1.85	%¹²
Ratio of net investment income to average net assets¹		0.30	%¹²		0.96	%		0.98	%¹²
Portfolio turnover		65	%¹¹		146	%		138	%¹¹
Net assets at end of period (000’s omitted)	$	2,882		$	10,888		$	11,085

AMG Chicago Equity Partners Small Cap Value Fund

Financial Highlights

For a share outstanding throughout each period


	For the six
	months ended
	June 30, 2017			For the year ended December 31,			For the period ended
Class Z	(unaudited)			2016^#			December 31, 2015**
Net Asset Value, Beginning of Period	$	11.99		$	9.35		$	10.00
Income (Loss) from Investment Operations:
Net investment income^1,2		0.03			0.11			0.11	⁵
Net realized and unrealized gain (loss) on investments		(0.17	)		2.65			(0.68	)
Total income (loss) from investment operations		(0.14	)		2.76			(0.57	)
Less Distributions to Shareholders from:
Net investment income		—			(0.12	)		(0.08	)
Net realized gain on investments		(1.73	)		—			—
Total distributions to shareholders		(1.73	)		(0.12	)		(0.08	)
Net Asset Value, End of Period	$	10.12		$	11.99		$	9.35
Total Return¹		(1.48	)%¹¹		29.49	%		(5.69	)%¹¹
Ratio of net expenses to average net assets		0.91	%^12,20		0.92	%¹⁷		0.92	%^12,19
Ratio of gross expenses to average net assets³		1.96	%¹²		1.71	%		3.06	%¹²
Ratio of net investment income to average net assets¹		0.42	%¹²		1.04	%		1.07	%¹²
Portfolio turnover		65	%¹¹		146	%		138	%¹¹
Net assets at end of period (000’s omitted)	$	1,956		$	1,950		$	1,609

AMG Managers Amundi Intermediate Government Fund

Financial Highlights

For a share outstanding throughout each period


	For the six
	months ended
	June 30, 2017			For the years ended December 31,
Class N	(unaudited)^##			2016^#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	10.65		$	10.81		$	10.96		$	10.64		$	10.98		$	11.10
Income (Loss) from Investment Operations:
Net investment income^1,2		0.01			0.14			0.11			0.17			0.18			0.20
Net realized and unrealized gain (loss) on investments		0.11			0.01			0.01			0.54			(0.32	)		0.14
Total income (loss) from investment operations		0.12			0.15			0.12			0.71			(0.14	)		0.34
Less Distributions to Shareholders from:
Net investment income		(0.07	)		(0.13	)		(0.10	)		(0.17	)		(0.18	)		(0.20	)
Net realized gain on investments		—			(0.18	)		(0.17	)		(0.22	)		(0.02	)		(0.26	)
Total distributions to shareholders		(0.07	)		(0.31	)		(0.27	)		(0.39	)		(0.20	)		(0.46	)
Net Asset Value, End of Period	$	10.70		$	10.65		$	10.81		$	10.96		$	10.64		$	10.98
Total Return¹		1.16	%¹¹		1.42	%		1.09	%¹⁰		6.73	%¹⁰		(1.25	)%¹⁰		3.15	%¹⁰
Ratio of net expenses to average net assets		0.85	%¹²		0.88	%		0.88	%		0.89	%		0.91	%¹³		0.89	%¹⁴
Ratio of gross expenses to average net assets³		0.96	%¹²		0.93	%		0.92	%		0.96	%		0.94	%¹³		0.92	%¹⁴
Ratio of net investment income to average net assets¹		1.37	%¹²		1.32	%		0.99	%		1.54	%		1.64	%¹³		1.81	%¹⁴
Portfolio turnover		9	%¹¹		17	%		21	%		11	%		29	%		21	%
Net assets at end of period (000’s omitted)	$	129,709		$	166,411		$	192,039		$	174,138		$	136,915		$	185,898


	For the period ended
Class I	June 30, 2017 (unaudited)^***
Net Asset Value, Beginning of Period	$	10.70
Income from Investment Operations:
Net investment income^1,2		0.06
Net realized and unrealized loss on investments		0.00	^###
Total income from investment operations		0.06
Less Distributions to Shareholders from:
Net investment income		(0.06	)
Net Asset Value, End of Period	$	10.70
Total Return¹		0.54	%¹¹
Ratio of net expenses to average net assets		0.68	%¹²
Ratio of gross expenses to average net assets³		0.81	%¹²
Ratio of net investment income to average net assets¹		1.52	%¹²
Portfolio turnover		9	%¹¹
Net assets at end of period (000’s omitted)	$	324

AMG Managers Amundi Intermediate Government Fund

Financial Highlights

For a share outstanding throughout each period


		For the period ended
Class Z		June 30, 2017 (unaudited)^***
Net Asset Value, Beginning of Period		$	10.70
Income from Investment Operations:
Net investment income^1,2			0.06
Net realized and unrealized loss on investments			(0.01	)
Total income from investment operations	��		0.05
Less Distributions to Shareholders from:
Net investment income			(0.06	)
Net Asset Value, End of Period		$	10.69
Total Return¹			0.45	%¹¹
Ratio of net expenses to average net assets			0.68	%¹²
Ratio of gross expenses to average net assets³			0.81	%¹²
Ratio of net investment income to average net assets¹			1.52	%¹²
Portfolio turnover			9	%¹¹
Net assets at end of period (000’s omitted)		$	1,264

AMG Managers Amundi Short Duration Government Fund

Financial Highlights

For a share outstanding throughout each period


	For the six
	months ended
	June 30, 2017			For the years ended December 31,
Class N	(unaudited)^##			2016^#			2015			2014			2013			2012
Net Asset Value, Beginning of period	$	9.63		$	9.62		$	9.65		$	9.64		$	9.65		$	9.57
Income (Loss) from Investment Operations:
Net investment income^1,2		0.05			0.16			0.02			0.05			0.03			0.08
Net realized and unrealized gain (loss) on investments		(0.03	)		(0.05	)		(0.03	)		0.01			(0.01	)		0.08
Total income (loss) from investment operations		0.02			0.11			(0.01	)		0.06			0.02			0.16
Less Distributions to Shareholders from:
Net investment income		(0.10	)		(0.10	)		(0.02	)		(0.05	)		(0.03	)		(0.08	)
Net Asset Value, End of Period	$	9.55		$	9.63		$	9.62		$	9.65		$	9.64		$	9.65
Total Return¹		0.20	%¹¹		1.10	%		(0.15	)%		0.60	%		0.20	%		1.64	%
Ratio of net expenses to average net assets		0.75	%¹²		0.80	%		0.79	%		0.80	%		0.79	%¹⁵		0.81	%¹⁶
Ratio of gross expenses to average net assets³		0.82	%¹²		0.80	%		0.79	%		0.80	%		0.79	%¹⁵		0.81	%¹⁶
Ratio of net investment income to average net assets¹		1.14	%¹²		1.69	%		0.25	%		0.47	%		0.27	%¹⁵		0.80	%¹⁶
Portfolio turnover		15	%¹¹		37	%		51	%		41	%		48	%		49	%
Net assets at end of period (000’s omitted)	$	179,911		$	234,569		$	395,306		$	385,246		$	422,488		$	466,415


	For the period ended
Class I	June 30, 2017 (unaudited)***
Net Asset Value, Beginning of Period	$	9.64
Income (Loss) from Investment Operations:
Net investment income^1,2		0.04
Net realized and unrealized loss on investments		(0.05	)
Total loss from investment operations		(0.01	)
Less Distributions to Shareholders from:
Net investment income		(0.09	)
Net Asset Value, End of Period	$	9.54
Total Return¹		(0.13	)%¹¹
Ratio of net expenses to average net assets		0.56	%¹²
Ratio of gross expenses to average net assets³		0.67	%¹²
Ratio of net investment income to average net assets¹		1.29	%¹²
Portfolio turnover		15	%¹¹
Net assets at end of period (000’s omitted)	$	23,486

AMG Managers Amundi Short Duration Government Fund

Financial Highlights

For a share outstanding throughout each period


	For the period ended
Class Z	June 30, 2017 (unaudited)***
Net Asset Value, Beginning of Period	$	9.64
Income from Investment Operations:
Net investment income^1,2		0.04
Net realized and unrealized loss on investments		(0.04	)
Total income (loss) from investment operations		0.00
Less Distributions to Shareholders from:
Net investment income		(0.09	)
Net Asset Value, End of Period	$	9.55
Total Return¹		(0.03	)%¹¹
Ratio of net expenses to average net assets		0.56	%¹²
Ratio of gross expenses to average net assets³		0.67	%¹²
Ratio of net investment income to average net assets¹		1.29	%¹²
Portfolio turnover		15	%¹¹
Net assets at end of period (000’s omitted)	$	607

Notes to Financial Highlights (unaudited)

The following footnotes should be read in conjunction with the Financial Highlights of the Funds previously presented in this report.

Effective October 1, 2016, the Investor Class, Service Class and Institutional Class of AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund were renamed Class N, Class I and Class Z, respectively; and the shares of AMG Managers Amundi Intermediate Government Fund and AMG Managers Amundi Short Duration Government Fund were reclassified and redesignated as Class S shares.

^##	Effecitive February 27, 2017, Class S of AMG Managers Amundi Intermediate Government Fund and AMG Managers Amundi Short Duration Government Fund were renamed Class N.

^###	Less than $0.05.

*	Commencement of operations was December 1, 2012.

**	Commencement of operations was January 2, 2015.

***	Commencement of operations was February 27, 2017.

¹	Total returns and net investment income would have been lower had certain expenses not been offset.

²	Per share numbers have been calculated using average shares.

³	Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Notes 1(c) and 2 in the Notes to Financial Statements.)

⁴	Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.12, $0.15, and $0.16 for AMG Chicago Equity Partners Balanced Fund’s Class N, Class I, and Class Z shares, respectively.

⁵

Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.09, $0.11, and $0.13 for AMG Chicago Equity Partners Balanced Fund’s Class N, Class I and Class Z shares, respectively, and net investment income (loss) per share would have been $(0.09), $0.09, and $0.10 for AMG Chicago Equity Partners Small Cap Value Fund’s Class N, Class I and Class Z shares, respectively.

⁶	Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.09, $0.12, and $0.13 for AMG Chicago Equity Partners Balanced Fund’s Class N, Class I, and Class Z shares, respectively.

⁷	Includes non-routine extraordinary expenses amounting to 0.019%, 0.014% and 0.019% of average net assets for the Class N, Class I and Class Z, respectively.

⁸	Includes non-routine extraordinary expenses amounting to 0.005%, 0.005% and 0.004% of average net assets for the Class N, Class I and Class Z, respectively.

⁹	Effective July 1, 2012, the Fund’s expense cap was reduced to 0.84% from 1.00%. The expense ratio shown reflects the weighted average expense ratio for the full year ended December 31, 2012.

¹⁰	The total return is based on the Financial Statement Net Asset Values as shown in the Financial Highlights.

¹¹	Not annualized.

¹²	Annualized.

¹³	Includes non-routine extraordinary expenses amounting to 0.020% of average net assets.

¹⁴	Includes non-routine extraordinary expenses amounting to 0.004% of average net assets.

¹⁵	Includes non-routine extraordinary expenses amounting to 0.019% of average net assets.

¹⁶	Includes non-routine extraordinary expenses amounting to 0.005% of average net assets.

¹⁷	Includes reduction from broker recapture amounting to less than 0.01%.

¹⁸	Includes reduction from broker recapture amounting to 0.02%.

¹⁹	Includes reduction from broker recapture amounting to 0.03%.

²⁰	Includes reduction from broker recapture amounting to 0.04%.

Notes to Financial Statements (unaudited)

June 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds and AMG Funds II (the “Trusts”) are open-end management investment companies, organized as Massachusetts business trusts and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trusts consist of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Funds: AMG Chicago Equity Partners Small Cap Value Fund (“Small Cap Value”) and AMG Funds II: AMG Chicago Equity Partners Balanced Fund (“Balanced”), AMG Managers Amundi Intermediate Government Fund (“Intermediate Government”) and AMG Managers Amundi Short Duration Government Fund (“Short Duration”), each a “Fund” and collectively the “Funds.”

Each Fund offers different classes of shares, which, effective October 1, 2016, were renamed or redesignated. Both Balanced and Small Cap Value previously offered Investor Class shares, Service Class shares, and Institutional Class shares which were renamed to Class N, Class I and Class Z, respectively; and Intermediate Government and Short Duration’s shares were reclassified and redesignated to Class S. Effective February 27, 2017, Intermediate Government and Short Duration’s Class S shares were renamed Class N and both funds commenced offering 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 pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), 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 the over-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

Fixed income securities purchased with a remaining maturity exceeding 60 days are valued at the evaluated bid price or the mean price provided by an authorized pricing service or, if an evaluated price is not available, by reference to other securities which are considered comparable in credit rating, interest rate, due date and other features (generally referred to as “matrix pricing”) or other similar pricing methodologies. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between such securities and yield to maturity in determining value.

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

Futures contracts for which market quotations are readily available are valued at the settlement price as of the close of the futures exchange.

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 Trusts (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from the Investment Manager are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trusts’ securities valuation procedures, the Valuation Committee, seeks to determine the price that 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.

Notes to Financial Statements (continued)

differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

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

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, futures contracts)

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

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

Changes in inputs or methodologies used 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. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Upon notification from issuers, distributions received from a real estate investment trust (“REIT”) may be redesignated as a reduction of cost of investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trusts and other trusts 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 a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

The following Funds had certain portfolio trades directed to various brokers, under a brokerage recapture program, which paid a portion of such Fund’s expenses. For the six months ended June 30, 2017, the amount by which the Funds’ expenses were reduced and the impact on the expense ratios, if any, were as follows: Balanced - $5,881 or less than 0.01%, Small Cap Value - $3,815 or 0.04%.

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, as described in the Funds’ prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Temporary differences are due to differences between book and tax treatment of losses for excise tax purposes, wash sales, futures and tax straddles.

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, 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.

Notes to Financial Statements (continued)

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of December 31, 2016, and 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.

Net capital losses incurred in taxable years beginning after the enactment of the Regulated Investment Company Modernization Act of 2010, may be carried forward for an unlimited time period. Such losses will be required to be utilized prior to any loss carryovers incurred in pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward retain their tax character as either short-term or long-term capital losses, unlike pre-enactment losses which are considered all short-term.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of June 30, 2017, the following Funds had accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes as shown in the following chart. These amounts may be used to offset future

realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.


	Capital Loss
	Carryover Amounts
Fund	Short-Term		Long-Term		Expires December 31,
Small Cap Value
(Post-Enactment)	$	262,416		—		Unlimited
Short Duration
(Pre-Enactment)	$	585,044		—		2017
(Post-Enactment)		—	$	4,175,495		Unlimited

As of June 30, 2017, Balanced and Intermediate Government had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should Balanced and Intermediate Government incur net capital losses for the year ending December 31, 2017, such amounts may be used to offset future realized capital gains, for an unlimited time period.

g. CAPITAL STOCK

The Trusts’ Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation.

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016, the capital stock transactions by class for the Funds were as follows:


	Balanced												Small Cap
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		634,105		$	10,233,449			3,377,841		$	49,948,934			5,403		$	56,938			1,549		$	18,593
Reinvestment of distributions		12,803			208,413			53,953			817,953			567			5,889			17			207
Cost of shares repurchased		(1,023,558	)		(16,476,649	)		(3,777,688	)		(56,409,174	)		(518	)		(5,117	)		(783	)		(7,962	)

Net increase (decrease)		(376,650	)	$	(6,034,787	)		(345,894	)	$	(5,642,287	)		5,452		$	57,710			783		$	10,838

Class I:
Proceeds from sale of shares		671,435		$	10,923,623			2,263,148		$	34,028,928			44,845		$	526,006			181,690		$	1,853,567
Reinvestment of distributions		6,973			114,544			19,571			299,586			118,507			1,227,738			8,418			102,527
Cost of shares repurchased		(439,560	)		(7,152,170	)		(1,453,335	)		(22,061,566	)		(786,808	)		(8,341,034	)		(467,369	)		(4,771,305	)

Net increase (decrease)		238,848		$	3,885,997			829,384		$	12,266,948			(623,456	)	$	(6,587,290	)		(277,261	)	$	(2,815,211	)

Class Z:
Proceeds from sale of shares		52,451		$	848,397			323,484		$	4,749,655			9,573		$	113,602			43,104		$	418,513
Reinvestment of distributions		1,422			23,362			4,203			64,334			27,522			285,399			1,575			19,183
Cost of shares repurchased		(38,357	)		(628,320	)		(69,342	)		(1,045,388	)		(6,525	)		(80,386	)		(54,112	)		(495,091	)

Net increase (decrease)		15,516		$	243,439			258,345		$	3,768,601			30,570		$	318,615			(9,433	)	$	(57,395	)

Notes to Financial Statements (continued)


	Intermediate Government												Short Duration
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		1,591,720		$	16,984,818			6,031,612		$	66,129,198			3,327,815		$	31,989,143			36,112,882		$	103,879,750
Reinvestment of distributions		85,467			911,916			431,895			4,630,731			198,294			1,900,694			221,824			2,135,935
Cost of shares repurchased		(5,177,500	)		(55,320,733	)		(8,607,228	)		(94,306,073	)		(9,044,401	)		(86,858,086	)		(53,058,101	)		(267,051,584	)

Net increase (decrease)		(3,500,313	)	$	(37,423,999	)		(2,143,721	)	$	(23,546,144	)		(5,518,292	)	$	(52,968,249	)		(16,723,395	)	$	(161,035,899	)

Class I:^*
Proceeds from sale of shares		39,448		$	419,378			—			—			3,193,745		$	30,583,213			—			—
Reinvestment of distributions		164			1,750			—			—			2,817			26,980			—			—
Cost of shares repurchased		(9,347	)		(99,446	)		—			—			(735,193	)		(7,018,955	)		—			—

Net increase (decrease)		30,265		$	321,682			—			—			2,461,369		$	23,591,238			—			—

Class Z:^*
Proceeds from sale of shares		159,921		$	1,694,771			—			—			101,992		$	982,196			—			—
Reinvestment of distributions		712			7,605			—			—			742			7,108			—			—
Cost of shares repurchased		(42,397	)		(454,413	)		—			—			(39,124	)		(375,003	)		—			—

Net increase (decrease)		118,236		$	1,247,963			—			—			63,610		$	614,301			—			—

^*	Commencement of operations was February 27, 2017.

At June 30, 2017, certain unaffiliated shareholders of record, including omnibus accounts, individually or collectively held greater than 10% of the net assets of the Funds as follows: Balanced - two own 43%; Small Cap Value - two own 34%; Intermediate Government - two own 52%; Short Duration - three own 71%. Transactions by these shareholders may have a material impact on their respective Funds.

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party 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 Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At June 30, 2017, the market value of Repurchase Agreements outstanding for Balanced and Small Cap Value were $1,857,507 and $296,389, respectively.

i. SECURITIES TRANSACTED ON A WHEN ISSUED BASIS

All Funds except Small Cap Value may enter into To-Be-Announced (“TBA”) sale commitments to hedge their portfolio positions or to sell mortgage-backed securities they own under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, equivalent deliverable securities, with the same counterparty, or an offsetting TBA purchase commitment deliverable on or before the sale commitment date, are held as “cover” for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities according to the procedures described under “Valuation of Investments,” in footnote 1a above.

Each contract is marked-to-market daily and the change in market value is recorded by the Funds as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Funds realize a gain or loss. If the Funds deliver securities under the commitment, the Funds realize a gain or a loss from the sale of the securities based upon the unit price established at the date the commitment was entered into.

j. DELAYED DELIVERY TRANSACTIONS AND WHEN-ISSUED SECURITIES

All Funds except Small Cap Value may enter into securities transactions on a delayed delivery or when issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Funds’ Schedules of Portfolio Investments. With respect to

Notes to Financial Statements (continued)

purchase commitments, the Funds identify securities as segregated in their records with a value at least equal to the amount of the commitment. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as an investment in securities and a forward sale commitment in the Funds’ Statement of Assets and Liabilities. For financial reporting purposes, the Funds do not offset the receivable and payable for delayed delivery investments purchased and sold on TBA commitments. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trusts have entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by one or more portfolio managers who serve pursuant to a subadvisory agreement with the Investment Manager. The investment portfolio of Balanced and Small Cap Value are managed by Chicago Equity Partners, LLC (“CEP”). AMG indirectly owns a majority interest in CEP.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. Effective October 1, 2016, the Funds’ investment management fees are paid at the following annual rate of each Fund’s respective average daily net assets:


Balanced	0.60	%
Small Cap Value	0.62	%
Intermediate Government	0.48	%
Short Duration	0.40	%

Prior to October 1, 2016, the annual rate for the investment management fees was 0.70%, 0.62%, 0.70% and 0.70% of each Fund’s average daily net assets of Balanced, Small Cap Value, Intermediate Government and Short Duration, respectively.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Balanced and Small Cap Value to 0.84% and 0.95%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse Fund expenses in order to

limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) to 0.74% of Intermediate Government’s average daily net assets subject to later reimbursement by the Fund in certain circumstances.

Effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to waive Intermediate Government’s management fee by 0.05%, from 0.48% to 0.43%, and Short Duration’s management fee by 0.11%, from 0.40% to 0.29%. For the six months ended June 30, 2017, the management fee for Intermediate Government and Short Duration was reduced by $24,915 and $81,289, respectively.

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 Balanced, Small Cap Value and Intermediate Government, fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements to exceed the contractual expense limitation amount.

At June 30, 2017, the Funds’ expiration of recoupment are as follows:


Expiration Period	Balanced		Small Cap Value
Less than 1 year*	$	195,228	$	41,607
Within 2 years		314,884		99,379
Within 3 years		172,173		105,538

Total Amount Subject to Recoupment	$	682,285	$	246,524


	Intermediate
Expiration Period	Government
Less than 1 year*	$	66,607
Within 2 years		77,990
Within 3 years		106,739

Total Amount Subject to Recoupment	$	251,336

^*	A portion of this represents the expiration amount through the year ending December 31, 2017 of $101,794, $0 and $60,701 for Balanced, Small Cap Value and Intermediate Duration, respectively.

The Investment Manager has agreed to waive a portion of its management fee in consideration of shareholder servicing fees that it has received from JPMorgan Distribution Services, Inc., with respect to short-term cash investments the Funds may have made in the JPMorgan Money Market Funds.

Notes to Financial Statements (continued)

For the six months ended June 30, 2017, the investment management fee for Intermediate Government was reduced by $6,834.

The Trusts, on behalf of the Funds, have entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund as further described in each Fund’s prospectus. Effective October 1, 2016, 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. Prior to October 1, 2016, Balanced and Small Cap Value paid an administration fee under a similar contract at an annual rate of 0.20% and 0.25%, respectively, of each Fund’s average daily net assets while Intermediate Government and Short Duration did not pay an administration fee.

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

The Trusts have adopted a distribution and service plan (the “Plan”) with respect to the Class N shares in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset based sales charges. Pursuant to the Plan, Balanced and Small Cap Value may make payments to the Distributor for their expenditures in financing any activity primarily intended to result in the sale of each Fund’s Class N shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor up to 0.25% annually of each Fund’s average daily net assets attributable to the Class N shares.

For Class N of Small Cap Value, Intermediate Government and Short Duration and Class I of Balanced, Small Cap Value, Intermediate Government and Short Duration, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to each financial intermediary, such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. There are no shareholder servicing fees authorized for Class Z. 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 asset value as shown in the table below.

The impact on the annualized expense ratios for the six months ended June 30, 2017, was as follows:


Fund	Maximum Annual Amount Approved			Actual Amount Incurred
Balanced
Class I		0.10	%		0.10	%
Small Cap Value
Class N		0.15	%		0.15	%
Class I		0.15	%		0.12	%
Intermediate Government
Class N*		0.15	%		0.15	%
Class I**		0.05	%		0.00	%
Short Duration
Class N*		0.15	%		0.15	%
Class I**		0.05	%		0.00	%

^*	Effective October 1, 2016, the maximum annual rate was increased to 0.15% from 0.10%.

^**	Effective February 27, 2017, Class I shares were authorized up to a maximum annual rate of 0.05%.

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

The Securities and Exchange Commission (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 June 30, 2017, Short Duration lent varying amounts not exceeding $1,536,965 for five days earning interest of $284. The interest amount is included in the Statement of Operations as interest income. For the six months ended June 30, 2017, Balanced, Small Cap Value and Intermediate Government neither borrowed from nor lent to other funds in the AMG Funds family. At June 30, 2017, 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 June 30, 2017, were as follows:

Notes to Financial Statements (continued)


	Long-Term Securities
Fund	Purchases		Sales
Balanced	$	50,056,989	$	50,288,390
Small Cap Value		6,609,140		15,149,316
Intermediate Government		2,556,163		8,566,473
Short Duration		15,211,625		17,253,205

	U.S. Government Obligations
Fund	Purchases		Sales
Balanced	$	13,078,979	$	14,365,813
Intermediate Government		14,002,462		17,748,190
Short Duration		15,897,748		29,450,175

4. PORTFOLIO SECURITIES LOANED

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

At June 30, 2017, the value of the securities loaned and cash collateral received, were as follows:


Fund	Securities Loaned		Cash Collateral Received
Balanced	$	1,795,368	$	1,857,507
Small Cap Value		286,337		296,389

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 Trusts. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet

occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.

6. DERIVATIVE INSTRUMENTS

The following disclosures contain information on how and why certain Funds use derivative instruments, the credit risk and how derivative instruments affect the Funds’ financial position and results of operations and cash flows. The location and fair value amounts of these instruments on the Statement of Assets and Liabilities, and the realized gains and losses and changes in unrealized gains and losses on the Statement of Operations, each categorized by type of derivative contract, are included in a table in the Notes to the Schedules of Portfolio Investments. For the six months ended June 30, 2017, the average quarterly balances of derivative financial instruments outstanding were as follows:


	Intermediate Government		Short Duration
Financial futures contracts:
Average number of contracts purchased		5		85
Average number of contracts sold		67		682
Average notional value of contracts purchased	$	698,875	$	10,340,026
Average notional value of contracts sold	$	6,926,477	$	85,912,400

7. FUTURES CONTRACTS

A Fund may enter into futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital shares transactions. There are certain risks associated with futures contracts. Prices may not move as expected or the Fund may not be able to close out the contract when it desires to do so, resulting in losses.

On entering into a futures contract, either cash or securities in an amount equal to a certain percentage of the contract value (initial margin) must be deposited with the futures broker. Variation margin payments are made or received each day. The variation margin payments equal the daily changes in the contract value and are recorded as unrealized gains or losses. For over-the-counter (“OTC”) futures, daily variation margin payments are not required. The Funds recognize a realized gain or loss when the contract is closed or expires equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the financial statements. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.

8. RISKS ASSOCIATED WITH COLLATERALIZED MORTGAGE OBLIGATIONS (“CMOs”)

The net asset values of a Fund may be sensitive to interest rate fluctuations because a Fund may hold several instruments, including CMOs and other derivatives, whose values can be significantly impacted by interest rate movements. CMOs are obligations collateralized by a portfolio of mortgages or mortgage-related securities. Payments of principal and interest on the mortgages are passed through to the holder of the CMOs on the same schedule

Notes to Financial Statements (continued)

as they are received, although certain classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, the investment in CMOs may be subject to a greater or lesser risk of prepayment than other types of mortgage-related securities. CMOs are subject to principal paydowns as a result of prepayments or refinancing of the underlying mortgage instruments. As a result, the average life may be substantially less than the original maturity. CMOs may have a fixed or variable rate of interest.

9. DOLLAR ROLL AGREEMENTS

All Funds except Small Cap Value may enter into dollar rolls in which they sell debt securities for delivery currently and simultaneously contract to repurchase similar, but not identical, securities at the same price or a lower price on an agreed date. The Funds receive compensation as consideration for entering into the commitment to repurchase. The compensation is the difference between the current sale price and the repurchase price (often referred to as the “drop”) as well as the interest earned on the cash proceeds of the initial sale. The Funds may also be compensated by the receipt of a commitment fee. As the holder, the counterparty receives all principal and interest payments, including prepayments, made with respect to the similar security sold. Dollar rolls may be renewed with a new sale and repurchase price with a cash settlement made at renewal without physical delivery of the securities subject to the contract.

Certain risks may arise upon entering into dollar rolls from the potential inability of counterparties to meet the terms of their commitments. Additionally, the value of such securities may change adversely before the Funds are able to repurchase them. There can be no assurance that the Funds’ use of the cash that they receive from a dollar roll will provide a return that exceeds their cost.

10. STRIPPED SECURITIES

Intermediate Government and Short Duration may invest in stripped securities (“STRIPS”) for hedging purposes to protect the Funds’ portfolios against interest

rate fluctuations. Interest-only STRIPS will most likely move differently than typical fixed-income securities in relation to changes in interest rates. STRIPS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of underlying assets. A common type of STRIP will have one class receiving all of the interest from the underlying assets (“interest-only” or “IO” class), while the other class will receive the entire principal (“principal only” or “PO” class). However, in some instances, one class will receive some of the interest and most of the principal while the other class will receive most of the interest and the remainder of the principal. STRIPS are unusually volatile in response to changes in interest rates. The yield to maturity on an IO class of STRIPS is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurably adverse effect on a Funds’ yield to maturity to the extent it invests in IOs. Conversely, POs tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. Thus, if the underlying assets experience greater than anticipated repayments of principal, a Fund may fail to fully recover its initial investment in these securities, even if the STRIPS were rated of the highest credit quality by Standard & Poor’s Corporation or Moody’s Investors Service, Inc. These risks are managed by investing in a variety of such securities and by using certain hedging techniques. In addition the secondary market for STRIPS may be less liquid than that of other mortgage-backed or asset-backed securities, potentially limiting a Fund’s ability to buy or sell those securities at any particular time.

11. MASTER NETTING AGREEMENTS

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

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of June 30, 2017:


			Gross Amount Not Offset in the
			Statement of Assets and Liabilities
Fund	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments Collateral		Cash Collateral Received		Net Amount
Balanced
BNP Paribas S.A.	$	36,079	$	36,079		—		—
Cantor Fitzgerald Securities, Inc.		755,941		755,941		—		—
HSBC Securities USA, Inc.		43,917		43,917		—		—
Jefferies LLC		21,570		21,570		—		—
State of Wisconsin Investment Board		1,000,000		1,000,000

Totals	$	1,857,507	$	1,857,507		—��		—

Notes to Financial Statements (continued)


			Gross Amount Not Offset in the
			Statement of Assets and Liabilities
Fund	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments Collateral		Cash Collateral Received		Net Amount
Small Cap Value
BNP Paribas S.A.	$	12,470	$	12,470		—		—
Citibank N.A.		261,285		261,285		—		—
HSBC Securities USA, Inc.		15,179		15,179		—		—
Jefferies LLC		7,455		7,455		—		—

Totals	$	296,389	$	296,389		—		—

12. REGULATORY UPDATES

On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X, which sets forth the form and content of financial statements. Management has evaluated the implications of adopting these amendments and has determined there is no material impact on the financial statements and accompanying notes.

13. 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.

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

AMG Managers Amundi Intermediate Government Fund (formerly AMG Managers Intermediate Duration Government Fund), AMG Managers Amundi Short Duration Government Fund (formerly AMG Managers Short Duration Government Fund), AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund: Approval of Investment Management and Subadvisory Agreements on June 28-29, 2017

At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”) of each of AMG Funds and AMG Funds II (each, a “Trust” and collectively, the “Trusts”), and separately a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) and each Trust for each of AMG Managers Amundi Intermediate Government Fund (formerly AMG Managers Intermediate Duration Government Fund), AMG Managers Amundi Short Duration Government Fund (formerly AMG Managers Short Duration Government Fund), AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund (each, a “Fund,” and collectively, the “Funds”) and separately each of Amendment No. 1, Amendment No. 2 dated July 1, 2015, and Amendment No. 3 dated October 1, 2016, to the Investment Management Agreement with AMG Funds II and separately each of Amendment No. 1 dated July 1, 2015, and Amendment No. 2 dated October 1, 2016, to the Investment Management Agreement with AMG Funds (collectively, the “Investment Management Agreement”) and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, 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 each Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (each, a “Peer Group”), performance information for relevant benchmark indices (each, a “Fund Benchmark”) and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisers under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT AND QUALITY OF SERVICES.

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 Subadvisers; (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 each Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by each Subadviser of its obligations to a Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of each Subadviser’s investment performance with respect to a Fund; prepares and presents periodic reports to the Board regarding the investment performance of each Subadviser and other information regarding each Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of each 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 each Subadviser and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of each Subadviser; assists the Board and management of the Trusts in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of any Subadviser or the replacement of any Subadviser, including at the request of the Board; identifies potential successors to or replacements of any Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents 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

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

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. With respect to AMG Chicago Equity Partners Small Cap Value Fund and AMG Chicago Equity Partners Balanced Fund, the Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain contractual expense limitations for AMG Managers Amundi Intermediate Government Fund, AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund. The Trustees also considered the Investment Manager’s risk management processes.

For each Fund, the Trustees also reviewed information relating to each Subadviser’s operations and personnel and the investment philosophy, strategies and techniques (for each Subadviser, its “Investment Strategy”) used in managing the Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding each Subadviser’s organizational and management structure and each Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at each Subadviser with portfolio management responsibility for the Fund, including the information set forth in the Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by each 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 each Subadviser with respect

to its ability to provide the services required under its Subadvisory Agreement. The Trustees also considered each Subadviser’s risk management processes.

PERFORMANCE.

As noted above, 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 each Subadviser’s Investment Strategy. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Subadviser. The Board was mindful of the Investment Manager’s attention to monitoring each 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 various changes in management, administrative and shareholder servicing fee rates that were implemented during the past year for the applicable Funds, noting that the Investment Manager provides administrative and shareholder services to the Funds pursuant to an Administration Agreement with the 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 also noted any payments that were made from Chicago Equity Partners, LLC (“CEP”) to the Investment Manager, and any other payments made or to be made from the Investment Manager to CEP. 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 a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain contractual expense limitations for AMG Managers Amundi Intermediate Government Fund, AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund.

In addition, in considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as Investment Manager and sponsor of the Funds and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also noted the current asset levels of each Fund and the willingness of the Investment Manager to waive fees and pay expenses for AMG Managers Amundi Intermediate Government Fund, AMG Chicago Equity Partners Balanced Fund and AMG Chicago Equity Partners Small Cap Value Fund 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

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

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, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising each Subadviser. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Funds operate in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for any Fund at this time. With respect to economies of scale, the Trustees also noted that as a 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 fee payable by the Investment Manager to Amundi Smith Breeden LLC (“Amundi”), the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Investment Manager is not affiliated with Amundi. In addition, the Trustees considered other potential benefits of the subadvisory relationship to Amundi, including, among others, the indirect benefits that Amundi may receive from its relationship with a Fund, including any so-called “fallout benefits” to Amundi, such as reputational value derived from Amundi serving as Subadviser to a Fund, which bears Amundi’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 Amundi and the profitability to Amundi 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 Amundi to be a material factor in their deliberations at this time.

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

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 each Subadviser.

AMG Managers Amundi Short Duration Government Fund

Fund Performance.

periods ended March 31, 2017 was below, below, below and above, respectively, the median performance of the Peer Group and above the performance of the Fund Benchmark, the BofA Merrill Lynch 6-Month T-Bill Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent improved performance relative to the Fund Benchmark and the Fund’s underperformance relative to the Peer Group. The Trustees noted that the Fund outperformed the Fund Benchmark for all relevant time periods and that Class N shares of the Fund ranked in the second quartile relative to its Peer Group for the 10-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

Advisory and Subadvisory Fees.

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) as of March 31, 2017 were both higher than the average for the Fund’s Peer Group. The Trustees also noted that, effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to waive the Fund’s advisory fee by 0.11%, from 0.40% to 0.29%. The Trustees took into account management’s discussion of the Fund’s expenses, including the Fund’s relatively distinctive investment approach. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser, 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 Amundi Intermediate Government Fund

Fund Performance.

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was above the median performance of the Peer Group and above, below, above and above, respectively, the performance of the Fund Benchmark, the Citigroup Mortgage Index. The Trustees took into account management’s discussion of the Fund’s performance, including its more recent improved performance relative to the Fund Benchmark. The Trustees also took into account the fact that Class N shares of the Fund ranked in the top decile relative to its Peer Group for the 5-year period, in the top quintile relative to its Peer Group for the 3-year and 10-year periods, and in the top quartile relative to its Peer Group for the 1-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, 2017 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.74%. The Trustees also noted that, effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to waive the Fund’s advisory fee by 0.05%, from 0.48% to 0.43%. The Trustees also took into account the Fund’s relatively distinctive investment approach. 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 Chicago Equity Partners Balanced Fund

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, above, above and above, respectively, the median performance of the Peer Group and below the performance of the Fund Benchmark, a Composite Index (60% Russell 1000 Index and 40% Bloomberg Barclays U.S. Aggregate Bond Index). The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance. The Trustees also noted that the Fund’s longer-term performance results ranked strongly relative to its Peer Group and that Class N shares of the Fund ranked in the top quintile relative to its Peer Group for the 3-year and 10-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all the factors considered.

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, 2017 were higher and lower, respectively, than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.84%. The Trustees also took into account management’s discussion of the Fund’s expenses, including fees and expenses relative to comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the

Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

AMG Chicago Equity Partners Small Cap Value Fund

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year period ended March 31, 2017 and for the period from the Fund’s inception on December 31, 2014 through March 31, 2017 was above the median performance of the Peer Group and below the performance of the Fund Benchmark, the Russell 2000 Value 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. The Trustees also noted that Class I shares of the Fund outperformed its Peer Group for all relevant time periods and that Class I shares of the Fund ranked in the top quintile relative to its Peer Group for the 1-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

Advisory and Subadvisory Fees.

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

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 each Subadviser have demonstrated that they possess the capability and resources to perform the duties required of them under the Investment Management Agreement and the applicable Subadvisory Agreement; (b) each Subadviser’s Investment Strategy is appropriate for pursuing the applicable Fund’s investment objectives; and (c) the Investment Manager and each 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 28-29, 2017, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement

for each Fund and the Subadvisory Agreement for each Fund.

THIS PAGE INTENTIONALLY LEFT BLANK

LOGO

INVESTMENT MANAGER AND

ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

CUSTODIAN

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt A. Keilhacker

Steven J. Paggioli

Richard F. Powers, III

Eric Rakowski

Victoria L. Sassine

Thomas R. Schneeweis

This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

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

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. For information regarding each Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC website at www.sec.gov.

Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.

www.amgfunds.com |

LOGO

AFFILIATE SUBADVISED FUNDS

BALANCED FUNDS

AMG Chicago Equity Partners Balanced

Chicago Equity Partners, LLC

AMG FQ Global Risk-Balanced

First Quadrant, L.P.

EQUITY FUNDS

AMG Chicago Equity Partners Small Cap Value

Chicago Equity Partners, LLC

AMG FQ Tax-Managed U.S. Equity

AMG FQ U.S. Equity

First Quadrant, L.P.

AMG Frontier Small Cap Growth

Frontier Capital Management Company, LLC

AMG GW&K Small Cap Core

AMG GW&K Small Cap Growth

AMG GW&K U.S. Small Cap Growth

GW&K Investment Management, LLC

AMG Renaissance International Equity

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

AMG River Road Dividend All Cap Value

AMG River Road Dividend All Cap Value II

AMG River Road Focused Absolute Value

AMG River Road Long-Short

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

AMG SouthernSun Small Cap

AMG SouthernSun Global Opportunities

AMG SouthernSun U.S. Equity

SouthernSun Asset Management, LLC

AMG Systematic Large Cap Value

AMG Systematic Mid Cap Value

Systematic Financial Management, L.P.

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

AMG Trilogy Emerging Markets Equity

AMG Trilogy Emerging Wealth Equity

Trilogy Global Advisors, L.P.

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

AMG GW&K Enhanced Core Bond

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

OPEN-ARCHITECTURE FUNDS

ALTERNATIVE FUNDS

AMG Managers Lake Partners LASSO Alternative

Lake Partners, Inc.

BALANCED FUNDS

AMG Managers Montag & Caldwell Balanced

Montag & Caldwell, LLC

EQUITY FUNDS

AMG Managers Brandywine

AMG Managers Brandywine Advisors Mid Cap Growth

AMG Managers Brandywine Blue

Friess Associates, LLC

AMG Managers Cadence Emerging Companies

AMG Managers Cadence Mid Cap

Cadence Capital Management, LLC

AMG Managers CenterSquare Real Estate

CenterSquare Investment Management, Inc.

AMG Managers Emerging Opportunities

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

AMG Managers Essex Small/Micro Cap Growth

Essex Investment Management Co., LLC

AMG Managers Fairpointe Focused Equity

AMG Managers Fairpointe Mid Cap

Fairpointe Capital LLC

AMG Managers Guardian Capital Global Dividend

Guardian Capital LP

AMG Managers LMCG Small Cap Growth

LMCG Investments, LLC

AMG Managers Montag & Caldwell Growth

AMG Managers Montag & Caldwell Mid Cap Growth

Montag & Caldwell, LLC

AMG Managers Pictet International

Pictet Asset Management Limited

AMG Managers Silvercrest Small Cap

Silvercrest Asset Management Group LLC

AMG Managers Skyline Special Equities

Skyline Asset Management, L.P.

AMG Managers Special Equity

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

AMG Managers Value Partners Asia Dividend

Value Partners Hong Kong Limited

FIXED INCOME FUNDS

AMG Managers Amundi Intermediate Government

AMG Managers Amundi Short Duration Government

Amundi Smith Breeden LLC

AMG Managers Doubleline Core Plus Bond

DoubleLine Capital LP

AMG Managers Global Income Opportunity

AMG Managers Loomis Sayles Bond

Loomis, Sayles & Co., L.P.


SAR009-0617		\| www.amgfunds.com


		SEMI-ANNUAL REPORT

AMG Funds

June 30, 2017

LOGO

AMG GW&K Enhanced Core Bond Fund

Class N: MFDAX | Class I: MFDSX | Class C: MFDCX | Class Z: MFDYX

AMG GW&K Municipal Bond Fund

Class N: GWMTX | Class I: GWMIX

AMG GW&K Municipal Enhanced Yield Fund

Class N: GWMNX | Class I: GWMEX | Class Z: GWMZX

AMG GW&K Small Cap Core Fund

Class N: GWETX | Class I: GWEIX | Class Z: GWEZX

AMG GW&K Small/Mid Cap Fund

Class N: GWGVX | Class I: GWGIX | Class Z: GWGZX


www.amgfunds.com \|		SAR019-0617

AMG Funds

Semi-Annual Report—June 30, 2017


TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2

FUND PERFORMANCE		4

FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
AMG GW&K Enhanced Core Bond Fund		6
AMG GW&K Municipal Bond Fund		10
AMG GW&K Municipal Enhanced Yield Fund		16
AMG GW&K Small Cap Core Fund		20
AMG GW&K Small/Mid Cap Fund		23

NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		26

FINANCIAL STATEMENTS

Statement of Assets and Liabilities		29
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts

Statement of Operations		31
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period

Statements of Changes in Net Assets		32
Detail of changes in net assets for the past two periods

Financial Highlights		34
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

Notes to Financial Highlights		43

Notes to Financial Statements		44
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		54

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Fund 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)

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES


	Expense			Beginning		Ending		Expenses
	Ratio for			Account Value		Account Value		Paid During
Six Months Ended June 30, 2017	the Period			01/01/17		06/30/17		the Period*
AMG GW&K Enhanced Core Bond Fund
Class N
Based on Actual Fund Return		0.76	%	$	1,000	$	1,025	$	3.82
Hypothetical (5% return before expenses)		0.76	%	$	1,000	$	1,021	$	3.81
Class I
Based on Actual Fund Return		0.62	%	$	1,000	$	1,027	$	3.12
Hypothetical (5% return before expenses)		0.62	%	$	1,000	$	1,022	$	3.11
Class C
Based on Actual Fund Return		1.52	%	$	1,000	$	1,022	$	7.62
Hypothetical (5% return before expenses)		1.52	%	$	1,000	$	1,017	$	7.60
Class Z
Based on Actual Fund Return		0.52	%	$	1,000	$	1,026	$	2.61
Hypothetical (5% return before expenses)		0.52	%	$	1,000	$	1,022	$	2.61
AMG GW&K Municipal Bond Fund
Class N
Based on Actual Fund Return		0.70	%	$	1,000	$	1,039	$	3.54
Hypothetical (5% return before expenses)		0.70	%	$	1,000	$	1,021	$	3.51
Class I**
Based on Actual Fund Return		0.37	%	$	1,000	$	1,040	$	1.87
Hypothetical (5% return before expenses)		0.37	%	$	1,000	$	1,023	$	1.86
AMG GW&K Municipal Enhanced Yield Fund
Class N
Based on Actual Fund Return		1.00	%	$	1,000	$	1,052	$	5.09
Hypothetical (5% return before expenses)		1.00	%	$	1,000	$	1,020	$	5.01
Class I**
Based on Actual Fund Return		0.64	%	$	1,000	$	1,053	$	3.26
Hypothetical (5% return before expenses)		0.64	%	$	1,000	$	1,022	$	3.21
Class Z***
Based on Actual Fund Return		0.59	%	$	1,000	$	1,037	$	2.04
Hypothetical (5% return before expenses)		0.59	%	$	1,000	$	1,022	$	2.96
AMG GW&K Small Cap Core Fund
Class N
Based on Actual Fund Return		1.31	%	$	1,000	$	1,096	$	6.81
Hypothetical (5% return before expenses)		1.31	%	$	1,000	$	1,018	$	6.56
Class I**
Based on Actual Fund Return		0.95	%	$	1,000	$	1,098	$	4.94
Hypothetical (5% return before expenses)		0.95	%	$	1,000	$	1,020	$	4.76
Class Z***
Based on Actual Fund Return		0.90	%	$	1,000	$	1,044	$	3.12
Hypothetical (5% return before expenses)		0.90	%	$	1,000	$	1,020	$	4.51

About Your Fund’s Expenses

(continued)


	Expense			Beginning		Ending		Expenses
	Ratio for			Account Value		Account Value		Paid During
Six Months Ended June 30, 2017	the Period			01/01/17		06/30/17		the Period*
AMG GW&K Small/Mid Cap Fund
Class N***
Based on Actual Fund Return		1.10	%	$	1,000	$	1,024	$	3.78
Hypothetical (5% return before expenses)		1.10	%	$	1,000	$	1,019	$	5.51
Class I
Based on Actual Fund Return		0.94	%	$	1,000	$	1,083	$	4.85
Hypothetical (5% return before expenses)		0.94	%	$	1,000	$	1,020	$	4.71
Class Z***
Based on Actual Fund Return		0.85	%	$	1,000	$	1,025	$	2.92
Hypothetical (5% return before expenses)		0.85	%	$	1,000	$	1,021	$	4.26

*	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 (181), then divided by 365.

**	Effective June 23, 2017, Class S shares converted into Class I shares.

***	Commenced operations on February 27, 2017 and as such, the 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 (124), then divided by 365.

Fund Performance (unaudited)

Periods ended June 30, 2017

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 June 30, 2017.


Average Annual Total Returns¹	Six			One			Five			Ten			Since			Inception
Average Annual Total Returns¹	Months*			Year			Years			Years			Inception			Date
AMG GW&K Enhanced Core Bond Fund ^{2,3,4,6,7,19,20}
Class N		2.50	%		0.47	%		2.44	%		4.60	%		5.49	%		01/02/97
Class I		2.67	%		0.64	%		—			—			1.96	%		11/30/12
Class C⁸		2.22	%		(0.27	)%		1.69	%		3.82	%		4.67	%		03/05/98
Class Z		2.62	%		0.73	%		2.68	%		4.86	%		5.88	%		01/02/97
Bloomberg Barclays U.S. Aggregate
Bond Index⁹		2.27	%		(0.31	)%		2.21	%		4.48	%		5.29	%		01/02/97	^†
AMG GW&K Municipal Bond Fund ^2,3,6,7,10
Class N		3.87	%		(0.84	)%		2.74	%		—			4.57	%		06/30/09
Class I		4.03	%		(0.48	)%		3.18	%		—			5.07	%		06/30/09
Bloomberg Barclays 10-Year Municipal Bond Index¹²		4.18	%		(0.41	)%		3.40	%		5.13	%		5.13	%		06/30/09	^†
AMG GW&K Municipal Enhanced Yield Fund ^{2,3,5,6,7,8,11,12,21}
Class N		5.16	%		(2.51	)%		4.29	%		—			7.07	%		07/27/09
Class I		5.25	%		(2.09	)%		4.75	%		4.82	%		4.79	%		12/30/05
Class Z		—			—			—			—			3.73	%		02/24/17
Bloomberg Barclays U.S. Municipal Bond BAA Index¹³		4.32	%		(0.59	)%		3.60	%		3.52	%		3.79	%		12/30/05	^†
AMG GW&K Small Cap Core Fund ^2,8,14,15
Class N		9.61	%		21.11	%		14.18	%		7.90	%		8.33	%		12/10/96
Class I		9.78	%		21.60	%		14.64	%		—			15.73	%		07/27/09
Class Z		—			—			—			—			4.40	%		02/24/17
Russell 2000^® Index¹⁶		4.99	%		24.60	%		13.70	%		6.92	%		8.29	%		12/10/96	^†
AMG GW&K Small/Mid Cap Fund ^{2,15,17,22,23}
Class N		—			—			—			—			2.42	%		02/24/17
Class I		8.27	%		19.27	%		—			—			3.03	%		06/30/15
Class Z		—			—			—			—			2.51	%		02/24/17
Russell 2000^® Growth Index¹⁸		9.97	%		24.40	%		13.98	%		7.82	%		5.37	%		06/30/15	^†
Russell 2500^TM Index²⁴		5.97	%		19.84	%		14.04	%		7.42	%		7.44	%		06/30/15

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per

share for the Fund and other information, please call (800) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

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

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

*	Not annualized.

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 June 30, 2017. All returns are in U.S. dollars ($).

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

³	The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors.

⁴

High-yield bonds (also known as “junk bonds”) may be subject to greater levels of interest rate, credit, and liquidity risk than investments in higher rated securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. The issuers of the Fund’s holdings may be involved in bankruptcy proceedings, reorganizations, or financial restructurings, and are not as strong financially as higher-rated issuers.

⁵	The use of leverage in a Fund’s strategy, such as futures and forward commitment transactions, can magnify relatively small market movements into relatively larger losses for the Fund.

⁶	Factors unique to the municipal bond market may negatively affect the value in municipal bonds.

⁷	Changing interest rates may adversely affect the value of a fixed income investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall.

⁸	Closed to new investments.

⁹

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

Fund Performance (continued)

¹⁰	Investment income may be subject to certain state and local taxes, and depending on your tax status, the federal alternative minimum tax. Capital gains are not exempt from federal income tax.

¹¹

The Bloomberg Barclays 10-Year Municipal Bond Index is the 10 year (8-12) component of the Municipal bond index. It is a rules-based, market-value-weighted Index engineered for the tax-exempt bond market. The Index tracks general obligation bonds, revenue bonds, insured bonds, and pre-refunded bonds rated Baa3/BBB or higher by at least two of the ratings agencies: Moody’s, S&P, Fitch. Unlike the Fund, the Bloomberg Barclays 10-Year Municipal Bond Index is unmanaged, is not available for investment and does not incur expenses.

¹²	The performance shown includes that of the predecessor Fund, the BNY Hamilton Municipal Enhanced Yield Fund, a series of BNY Hamilton Funds, Inc., which was reorganized into the GW&K Municipal Enhanced Yield Fund, a series of AMG Funds, as of the close of business on November 7, 2008.

¹³

The Bloomberg Barclays U.S. Municipal Bond BAA Index is a subset of the Barclays Capital Municipal Bond Index with an index rating of Baa1, Baa2, or Baa3. The Barclays Capital Municipal Bond Index is a rules-based, market-value-weighted index engineered for the long-term, tax-exempt bond market. Unlike the Fund, the Bloomberg Barclays U.S. Municipal Bond Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁴	The Fund inception dates and returns for all periods beginning prior to November 7, 2008 reflects performance of the predecessor Fund, The BNY Hamilton Multi-Cap Equity Fund, a series of BNY Hamilton Funds, Inc.

¹⁵	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.

¹⁶

The Russell 2000^® Index is composed of the 2,000 smallest stocks in the Russell 3000^® Index and is widely regarded in the industry as the premier measure of small-cap stock performance. Unlike the Fund, The Russell 2000^® Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁷	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.

¹⁸	The Russell 2000^® Growth Index measures the performance of the Russell 2,000 companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 2000^® Growth Index is unmanaged, is not available for investment and does not incur expenses.

¹⁹	To the extent that the Fund invests in asset-backed or mortgage-backed securities, its exposure to prepayment and extension risks may be greater than investments in other fixed income securities.

²⁰	Investments in international securities are subject to certain risks of overseas investing including

currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.

²¹	The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

²²	The Fund is subject to risks associated with investments in mid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

²³	The Fund invests in value stocks, which may perform differently from the market as a whole and may be undervalued by the market for a long period of time.

²⁴

The Russell 2500^TM Index is composed of the 2,500 smallest stocks in the Russell 3000^® Index and is widely regarded in the industry as the premier measure of small/mid cap stock performance. The Russell 2500^TM Index replaced the Russell 2000^® Growth Index as the Fund’s primary benchmark on February 27, 2017 because the Investment Manager and the Subadviser believe the Russell 2500^TM Index is more representative of the Fund’s current investment strategies.

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

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

AMG GW&K Enhanced Core Bond Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN


	AMG GW&K Enhanced
Sector	Core Bond Fund*
U.S. Government and Agency Obligations		40.5	%
Industrials		33.7	%
Financials		18.0	%
Municipal Bonds		6.5	%
Other Assets and Liabilities		1.3	%

*	As a percentage of net assets.


Rating	AMG GW&K Enhanced Core Bond Fund**
U.S. Government and Agency Obligations		41.0	%
Aaa		1.0	%
Aa		10.7	%
A		11.3	%
Baa		27.4	%
Ba		8.6	%

**	As a percentage of market value of fixed-income securities.

TOP TEN HOLDINGS


Security Name	% of Net Assets
FNMA, 4.000%, 10/01/43***		6.5	%
FNMA, 4.500%, 04/01/41***		4.4
United States Treasury Bonds, 4.500%, 2/15/36		3.0
FHLMC Gold Pool, 5.000%, 10/01/36***		3.0
United States Treasury Notes, 2.000%, 11/30/22***		3.0
Apple, Inc., 1.680%, 02/09/22		2.5
Wells Fargo & Co., 2.112%, 02/11/22		2.5
FNMA, 4.000%, 09/01/25		2.4
FNMA, 3.500%, 11/01/42		2.2
FNMA, 4.500%, 05/01/39***		2.1

Top Ten as a Group		31.6	%

***	Top Ten Holdings as of December 31, 2016.

AMG GW&K Enhanced Core Bond Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017


	Principal Amount		Value
Corporate Bonds and Notes - 51.7%
Financials - 18.0%
American Tower Corp., 4.400%, 02/15/26	$	571,000	$	599,517
Bank of America Corp., MTN, 3.875%, 08/01/25		851,000		881,282
CIT Group, Inc., 5.375%, 05/15/20		558,000		601,942
Citigroup, Inc., 2.050%, 12/07/18		1,185,000		1,187,176
Crown Castle International Corp., 5.250%, 01/15/23		533,000		592,793
The Goldman Sachs Group, Inc., 6.125%, 02/15/33		946,000		1,185,851
Host Hotels & Resorts, L.P., Series C, 4.750%, 03/01/23		568,000		608,479
International Lease Finance Corp., 8.250%, 12/15/20		576,000		679,628
JPMorgan Chase & Co., Series S, 6.750%, 08/01/65^2,3		553,000		629,038
Morgan Stanley, GMTN, 5.500%, 07/28/21		529,000		587,123
National Rural Utilities Cooperative Finance Corp., MTN, 3.250%, 11/01/25		559,000		567,030
Wells Fargo & Co., 2.112%, 02/11/22 (08/11/17)⁴		1,422,000		1,434,772
Weyerhaeuser Co., 8.500%, 01/15/25		645,000		862,909
Total Financials				10,417,540
Industrials - 33.7%
The ADT Corp., 6.250%, 10/15/21		262,000		286,563
American Airlines Group, Inc., 6.125%, 06/01/18		280,000		288,960
Apple, Inc., 1.680%, 02/09/22 (08/09/17)⁴		1,437,000		1,452,547
ArcelorMittal, 6.000%, 03/01/21		265,000		286,531
Automatic Data Processing, Inc., 3.375%, 09/15/25		815,000		847,884
Ball Corp., 5.250%, 07/01/25		591,000		654,533
Burlington Northern Santa Fe LLC, 6.150%, 05/01/37		696,000		919,179
CDW LLC / CDW Finance Corp., 5.500%, 12/01/24		574,000		623,685
Charter Communications Operating LLC / Charter Communications Operating Capital, 4.908%, 07/23/25		560,000		605,964
Comcast Corp., 7.050%, 03/15/33		440,000		602,338
Crown Americas LLC / Crown Americas Capital Corp. IV, 4.500%, 01/15/23		565,000		593,250
CSX Corp., 2.600%, 11/01/26		618,000		597,348
CVS Health Corp., 5.125%, 07/20/45		495,000		569,679
Eagle Materials, Inc., 4.500%, 08/01/26		607,000		623,692
Georgia-Pacific LLC, 8.000%, 01/15/24		460,000		590,876
HCA, Inc., 5.000%, 03/15/24		734,000		778,958
International Paper Co., 3.000%, 02/15/27		608,000		586,349
Kaiser Foundation Hospitals, 3.150%, 05/01/27		582,000		583,099
Leidos Holdings, Inc., 4.450%, 12/01/20		277,000		290,850
Lennar Corp., 4.750%, 11/15/22		592,000		631,220
Masco Corp., 4.375%, 04/01/26		594,000		636,590
McDonald’s Corp., MTN, 3.700%, 01/30/26		568,000		589,284
Microsoft Corp., 3.750%, 02/12/45		595,000		592,870

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

AMG GW&K Enhanced Core Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Industrials - 33.7% (continued)
Molson Coors Brewing Co., 3.000%, 07/15/26	$	594,000	$	572,453
Northrop Grumman Corp., 3.200%, 02/01/27		602,000		607,351
Omnicom Group, Inc., 3.600%, 04/15/26		590,000		594,714
Owens Corning, 4.200%, 12/15/22		580,000		612,659
Tesoro Logistics LP / Tesoro Logistics Finance Corp., 5.500%, 10/15/19		273,000		289,380
Toll Brothers Finance Corp., 6.750%, 11/01/19¹		276,000		304,290
United Continental Holdings, Inc., 6.375%, 06/01/18		280,000		290,850
Verizon Communications, Inc., 4.400%, 11/01/34		575,000		571,455
Vulcan Materials Co., 4.500%, 04/01/25		412,000		440,673
Walgreens Boots Alliance, Inc., 3.450%, 06/01/26		900,000		899,807
Total Industrials				19,415,881
Total Corporate Bonds and Notes (cost $29,505,896)				29,833,421
Municipal Bonds - 6.5%
California State General Obligation, School Improvements, 7.550%, 04/01/39		745,000		1,138,151
JobsOhio Beverage System, Series B, 3.985%, 01/01/29		545,000		582,872
Los Angeles Unified School District, School Improvements, 5.750%, 07/01/34		685,000		865,881
Metropolitan Transportation Authority Revenue, Transit Improvements, 6.668%, 11/15/39		420,000		574,732
New Jersey Economic Development Authority, Pension Funding, Series A, 7.425%, 02/15/29 (National Insured)⁵		473,000		581,809
Total Municipal Bonds (cost $3,667,179)				3,743,445
U.S. Government and Agency Obligations - 40.5%
Federal Home Loan Mortgage Corporation - 3.0%
FHLMC Gold Pool, 5.000%, 10/01/36		1,580,282		1,728,261
Federal National Mortgage Association - 27.7%
FNMA, 3.500%, 11/01/42 to 03/01/46		2,297,795		2,369,854
4.000%, 09/01/25 to 10/01/44		7,568,604		8,001,870
4.500%, 05/01/39 to 04/01/41		4,391,256		4,759,913
5.000%, 08/01/35		739,934		812,473
Total Federal National Mortgage Association				15,944,110
U.S. Treasury Obligations - 9.8%
United States Treasury Bonds, 3.500%, 02/15/39		527,000		595,592
4.500%, 02/15/36		1,368,000		1,766,243
6.250%, 08/15/23		811,000		1,009,584
United States Treasury Notes, 1.750%, 03/31/22		585,000		582,063
2.000%, 11/30/22		1,715,000		1,718,886
Total U.S. Treasury Obligations				5,672,368
Total U.S. Government and Agency Obligations (cost $23,400,341)				23,344,739

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

AMG GW&K Enhanced Core Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Short-Term Investments - 2.0%
Repurchase Agreements - 0.2%⁶
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.080% total to be received $4,989 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.000%, 07/28/17 - 09/09/49, totaling $5,089)	$	4,989	$	4,989
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $104,559 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $106,640)		104,549		104,549
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.070% total to be received $6,075 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 07/15/17 - 01/15/37, totaling $6,195)		6,074		6,074
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.210% total to be received $2,983 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $3,043)		2,983		2,983
Total Repurchase Agreements				118,595

	Shares
Other Investment Companies - 1.8%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%⁷		1,042,445		1,042,445
Total Short-Term Investments (cost $1,161,040)				1,161,040
Total Investments - 100.7% (cost $57,734,456)				58,082,645
Other Assets, less Liabilities - (0.7)%				(426,987	)
Net Assets - 100.0%			$	57,655,658

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

AMG GW&K Municipal Bond Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN


Sector	AMG GW&K Municipal Bond Fund*
General Obligation		33.8	%
Transportation		20.6	%
Utilities		16.1	%
Public Services		9.8	%
Healthcare		7.2	%
Education		7.1	%
Industrial Development		1.2	%
Tax		1.2	%
Certificate of Participation		0.7	%
Other		0.7	%
Other Assets & Liabilities		1.6	%

*	As a percentage of net assets.


Rating	AMG GW&K Municipal Bond Fund**
Aaa		30.4	%
Aa		57.4	%
A		10.9	%
Baa		1.3	%

**	As a percentage of market value of fixed-income securities.

TOP TEN HOLDINGS


Security Name	% of Net Assets
Arizona Water Infrastructure Finance Authority, Water Quality Revenue, Series A, 5.000%, 10/01/26***		1.8	%
Massachusetts State Department of Taxation and Finance, Series F, 5.000%, 11/01/24		1.6
State of Michigan, 5.000%, 03/15/27***		1.6
Texas Transportation Commission Fund, Series A, 5.000%, 04/01/27***		1.4
State of Washington,Water Utility Improvements Revenue, Series 2013 A, 5.000%, 08/01/25		1.4
New York City General Obligation, Series I, 5.000%, 08/01/24***		1.3
Illinois State Finance Authority Revenue, Clean Water Initiative Revenue, 5.000%, 07/01/27***		1.3
Central Texas Turnpike System Transportation Commission, Series C, 5.000%, 08/15/31		1.3
Chicago O’Hare International Airport, Series B, 5.000%, 01/01/28		1.2
Ohio Water Development Authority, Water Pollution Control Loan Fund, Series 2015A, 5.000%, 06/01/25		1.2

Top Ten as a Group		14.1	%

***	Top Ten Holdings as of December 31, 2016.

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017


	Principal Amount		Value
Municipal Bonds - 98.5%
Arizona - 2.9%
Arizona Transportation Board, Subordinated Highway Revenue, Series 2013 A, 5.000%, 07/01/22	$	4,355,000	$	5,107,500
Arizona Water Infrastructure Finance Authority, Water Quality Revenue, Series A, 5.000%, 10/01/26		15,000,000		18,265,350
Salt River Project Agricultural Improvement & Power District, Series A, 5.000%, 12/01/24		5,000,000		5,789,100
Total Arizona				29,161,950
California - 7.3%
California Infrastructure & Economic Development Bank, Clean Water State Revolving Fund, 5.000%, 10/01/28		5,000,000		6,270,600
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/27		1,200,000		1,438,080
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/30		1,620,000		1,890,686
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/31		1,000,000		1,158,960
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/32		1,855,000		2,136,570
California State Tax Exempt General Obligation, 5.000%, 03/01/24		5,000,000		6,051,150
California State University, Series A, 5.000%, 11/01/29		4,525,000		5,387,194
Los Angeles Unified School District, Series A, 5.000%, 07/01/23		10,000,000		11,996,700
State of California, 5.000%, 09/01/25		10,000,000		12,339,400
State of California, 5.000%, 08/01/29		7,000,000		8,462,650
State of California, 5.000%, 09/01/29		5,010,000		6,060,797
State of California, Series C, 5.000%, 09/01/26		7,700,000		9,416,638
Total California				72,609,425
Colorado - 1.4%
City & County of Denver CO. Airport System Revenue, Series A, 5.000%, 11/15/23		6,000,000		7,156,500
Regional Transportation District County COPS, Series A, 5.000%, 06/01/24		6,000,000		7,063,200
Total Colorado				14,219,700
Connecticut - 0.6%
State of Connecticut Special Tax Revenue, Transit Infrastructure, 5.000%, 08/01/24		5,340,000		6,275,675
District of Columbia - 1.8%
District of Columbia Water & Sewer Authority Public Utility Revenue, Sub Lien, Series C, 5.000%, 10/01/24		5,475,000		6,403,286
District of Columbia, Series A, 5.000%, 06/01/24		5,000,000		6,084,850
District of Columbia, Series A, 5.000%, 06/01/30		5,010,000		6,017,311
Total District of Columbia				18,505,447
Florida - 4.5%
Florida State Board of Education, Series D, 5.000%, 06/01/24		6,565,000		7,467,556
Florida’s Turnpike Enterprise, Department of Transportation, Series C, 5.000%, 07/01/28		7,075,000		8,656,404
Orange County Health Facilities Authority, Series A, 5.000%, 10/01/31		4,515,000		5,254,376
State of Florida, Capital Outlay, Series B, 5.000%, 06/01/27		9,045,000		10,863,769
State of Florida, Department of Transportation, Fuel Sales Tax Revenue, Series B, 5.000%, 07/01/26		5,780,000		6,586,368
Tampa Bay Water, 5.500%, 10/01/22 (National Insured)⁵		4,775,000		5,733,247
Total Florida				44,561,720

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

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Georgia - 4.0%
Atlanta Water & Wastewater Revenue, 5.000%, 11/01/25	$	5,100,000	$	6,268,614
Georgia State University & College Improvements, Series A, 5.000%, 07/01/24		5,000,000		5,866,600
Georgia State University & College Improvements, Series A, 5.000%, 07/01/27		5,450,000		6,371,650
Georgia State University & College Improvements, Series A - Tranche 2, 5.000%, 02/01/26		5,435,000		6,656,190
State of Georgia, Series C, 5.000%, 09/01/23		5,000,000		5,905,400
State of Georgia, Series F, 5.000%, 01/01/26		7,015,000		8,761,735
Total Georgia				39,830,189
Idaho - 0.7%
Idaho Housing & Finance Association, 5.000%, 07/15/23		5,770,000		6,798,099
Illinois - 4.6%
Chicago O’Hare International Airport, Series B, 5.000%, 01/01/28		10,580,000		12,454,564
Illinois State Finance Authority Revenue, Clean Water Initiative Revenue, 5.000%, 07/01/27		11,000,000		13,156,000
Illinois State Finance Authority Revenue, University of Chicago, Series A, 5.000%, 10/01/23		5,000,000		5,917,000
Illinois State Toll Highway Authority, Series A, 5.000%, 12/01/22		3,590,000		4,199,008
Illinois State Toll Highway Authority, Series A, 5.000%, 12/01/31		9,195,000		10,653,327
Total Illinois				46,379,899
Indiana - 0.6%
Indiana Finance Authority, Indiana University Health Revenue, Series A, 5.000%, 12/01/23		5,115,000		6,107,412
Iowa - 0.5%
State of Iowa, Series A, 5.000%, 06/01/25		4,000,000		4,902,560
Kentucky - 0.6%
Louisville/Jefferson County Metropolitan Government, Norton Healthcare Inc., Series A, 5.000%, 10/01/29		5,000,000		5,880,650
Maryland - 2.9%
State of Maryland, Department of Transportation, 5.000%, 05/01/23		8,710,000		10,413,328
State of Maryland, Series B, 5.000%, 08/01/24		5,000,000		5,848,450
University System of Maryland, University & College Improvements, Series A, 5.000%, 04/01/23		5,475,000		6,511,089
University System of Maryland, University & College Improvements, Series A, 5.000%, 04/01/24		5,100,000		6,184,872
Total Maryland				28,957,739
Massachusetts - 7.1%
Commonwealth of Massachusetts, Series A, 5.000%, 07/01/25		7,700,000		9,473,772
Commonwealth of Massachusetts, Series B, 5.000%, 07/01/23		5,000,000		5,960,450
Commonwealth of Massachusetts, Series E, 5.000%, 09/01/28		5,025,000		5,910,254
The Massachusetts Clean Water Trust, 5.000%, 08/01/25		4,640,000		5,001,270
Massachusetts School Building Authority, Series A, 5.000%, 08/15/25		5,035,000		5,868,746
Massachusetts State Department of Taxation and Finance, Series F, 5.000%, 11/01/24		13,500,000		15,853,995
Massachusetts State Development Finance Agency, Boston College, Series S, 5.000%, 07/01/23		5,700,000		6,823,641
Massachusetts Water Resources Authority, Series C, 5.000%, 08/01/24		10,000,000		11,410,600
Massachusetts Water Resources Authority, Series C, 5.000%, 08/01/26		4,025,000		5,021,952
Total Massachusetts				71,324,680

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

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Michigan - 4.0%
Michigan Finance Authority, Henry Ford Health System, 5.000%, 11/15/29	$	10,000,000	$	11,674,300
Michigan State Building Authority Revenue, Series I, 5.000%, 04/15/27		5,700,000		6,773,082
Michigan State, Environmental Program, Series A, 5.000%, 12/01/22		5,000,000		5,910,550
State of Michigan, 5.000%, 03/15/27		12,640,000		15,651,227
Total Michigan				40,009,159
Minnesota - 2.4%
Minneapolis-St Paul Metropolitan Airports Commission, Series A, 5.000%, 01/01/25		5,000,000		6,100,250
Minnesota State General Obligation, Series A, 5.000%, 08/01/23		5,300,000		6,196,548
Minnesota State General Obligation, Series D, 5.000%, 08/01/22		10,200,000		11,985,408
Total Minnesota				24,282,206
Missouri - 1.9%
Missouri Highway & Transportation Commission, Fuel Sales Tax Revenue, Series B, 5.000%, 05/01/23		10,330,000		12,324,723
University of Missouri, Series A, 5.000%, 11/01/26		5,495,000		6,662,083
Total Missouri				18,986,806
New Jersey - 2.9%
New Jersey Health Care Facilities Financing Authority, RWJ Barnabas Health Obligation, 5.000%, 07/01/29		6,570,000		7,694,193
New Jersey State Turnpike Authority Revenue, Series 2012 B, 5.000%, 01/01/24		2,790,000		3,246,472
New Jersey State Turnpike Authority Revenue, Series A, 5.000%, 01/01/24		4,925,000		5,706,499
New Jersey State Turnpike Authority Revenue, Series A, 5.000%, 01/01/33		10,270,000		11,982,420
Total New Jersey				28,629,584
New York - 13.4%
Metropolitan Transportation Authority, Fuel Sales Tax Revenue, Series A, 5.000%, 11/15/24		5,000,000		6,121,100
Metropolitan Transportation Authority, Transit Revenue, Series F, 5.000%, 11/15/24		4,950,000		5,799,717
Metropolitan Transportation Authority, Transit Revenue, Series F, 5.000%, 11/15/28		5,000,000		5,974,900
New York City General Obligation, Series C, 5.000%, 08/01/24		5,000,000		6,068,650
New York City General Obligation, Series C, 5.000%, 08/01/26		5,500,000		6,810,815
New York City General Obligation, Series G, 5.000%, 08/01/23		5,000,000		5,960,350
New York City General Obligation, Series I, 5.000%, 08/01/24		11,485,000		13,366,817
New York City Transitional Finance Authority, Future Tax Secured Revenue, 5.000%, 11/01/22		4,070,000		4,489,088
New York City Transitional Finance Authority, Future Tax Secured Revenue, Series B, 5.000%, 02/01/24		5,015,000		5,639,518
New York City Transitional Finance Authority, Future Tax Secured Revenue, Series C, 5.000%, 11/01/23		5,000,000		6,007,800
New York City Transitional Finance Authority, Future Tax Secured Revenue, Series C, 5.000%, 11/01/26		5,200,000		6,302,920
New York City Water & Sewer System Revenue, Series FF, 5.000%, 06/15/25		7,940,000		8,799,743
New York City Water & Sewer System Revenue, Series FF, 5.000%, 06/15/30		5,370,000		6,403,994
New York State Dormitory Authority, Series A, 5.000%, 12/15/25		8,645,000		10,185,712
New York State Dormitory Authority, Series A, 5.000%, 12/15/27		5,640,000		6,635,516
New York State Dormitory Authority, Series D, 5.000%, 02/15/27		11,145,000		13,313,057
New York State Dormitory Authority, Series E, 5.000%, 03/15/32		8,370,000		9,849,983

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

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
New York - 13.4% (continued)
New York State Urban Development Corp., Personal Income Tax Revenue, Series A, 5.000%, 03/15/24	$	5,000,000	$	6,025,300
Total New York				133,754,980
North Carolina - 3.5%
The Charlotte-Mecklenburg Hospital Authority, Carolinas Healthcare System, 5.000%, 01/15/25		10,000,000		12,132,800
North Carolina Municipal Power Agency No. 1, Electric, Power and Light Revenue, Series A, 5.000%, 01/01/27		5,025,000		6,061,257
North Carolina State Limited Obligation, Series A, 5.000%, 06/01/26		8,945,000		11,222,844
North Carolina State Limited Obligation, Series C, 5.000%, 05/01/23		5,020,000		5,967,776
Total North Carolina				35,384,677
Ohio - 4.5%
Ohio State General Obligation, Series A, 5.000%, 09/15/22		10,025,000		11,798,422
Ohio State General Obligation, Series A, 5.000%, 09/01/26		7,040,000		8,791,622
Ohio State General Obligation, University & College Improvements, Series C, 5.000%, 11/01/26		5,000,000		6,092,800
Ohio Water Development Authority, Water Pollution Control Loan Fund, 5.000%, 06/01/23		5,010,000		5,987,551
Ohio Water Development Authority, Water Pollution Control Loan Fund, Series 2015A, 5.000%, 06/01/25		10,050,000		12,417,378
Total Ohio				45,087,773
Oklahoma - 1.5%
Grand River Dam Authority, Series A, 5.000%, 06/01/28		7,820,000		9,507,478
Oklahoma Turnpike Authority, Series A, 5.000%, 01/01/26		5,000,000		5,612,150
Total Oklahoma				15,119,628
Pennsylvania - 0.8%
Lancaster County Hospital Authority, University of Pennsylvania Health Revenue, 5.000%, 08/15/26		6,730,000		8,277,496
Tennessee - 0.6%
State of Tennessee Fuel Sales Tax Revenue, Series B, 5.000%, 09/01/26		5,000,000		6,087,950
Texas - 10.7%
Central Texas Turnpike System Transportation Commission, Series C, 5.000%, 08/15/31		11,175,000		12,611,099
City of Austin TX Water & Wastewater System Revenue, Series A, 5.000%, 11/15/22		7,790,000		9,201,782
City of San Antonio TX Electric & Gas Systems Revenue, 5.000%, 02/01/26		9,275,000		11,447,947
Humble Independent School District, Series B, 5.000%, 02/15/23		5,610,000		6,635,789
Metropolitan Transit Authority of Harris County, Series A, 5.000%, 11/01/24		5,000,000		6,054,350
North Texas Tollway Authority Revenue, Special Projects System, 1st Tier, Series A, 5.000%, 01/01/25		6,370,000		7,569,662
North Texas Tollway Authority Revenue, Special Projects System, Series D, 5.250%, 09/01/27		10,285,000		11,863,439
North Texas Tollway Authority, Series A, 5.000%, 01/01/26		7,775,000		9,182,042
State of Texas, Transportation Commission Highway Improvements Revenue, 5.000%, 04/01/25		4,950,000		5,729,278
Texas Transportation Commission Fund, Series A, 5.000%, 04/01/27		12,550,000		14,513,322
The University of Texas System Financing Revenue, Series B, 0.800%, 08/01/39²		200,000		200,000
The University of Texas System Financing Revenue, Series B, 5.000%, 08/15/22		5,000,000		5,876,250
The University of Texas System, Series H, 5.000%, 08/15/26		5,045,000		6,285,212
Total Texas				107,170,172

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

AMG GW&K Municipal Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Virginia - 3.0%
Commonwealth of Virginia, Series B, 5.000%, 06/01/22	$	10,000,000	$	11,725,800
Virginia College Building Authority, Series B, 5.000%, 09/01/23		5,350,000		6,394,374
Virginia Public Building Authority, Series B, 5.000%, 08/01/25		9,750,000		12,050,512
Total Virginia				30,170,686
Washington - 7.8%
City of Seattle WA Municipal Light & Power Revenue, Series B, 5.000%, 02/01/23		4,620,000		5,065,322
County of King WA Sewer Revenue, Series B, 5.000%, 01/01/24		3,085,000		3,459,334
Energy Northwest Electric Revenue, Bonneville Power, 5.000%, 07/01/25		10,050,000		12,381,902
State of Washington School Improvements, Series C, 5.000%, 02/01/28		5,940,000		7,206,586
State of Washington, Series R-2015C, 5.000%, 07/01/28		10,000,000		11,915,200
State of Washington, Water Utility Improvements Revenue, Series 2013 A, 5.000%, 08/01/25		11,925,000		13,929,592
University of Washington, University & College Improvements Revenue, Series A, 5.000%, 12/01/32		5,760,000		6,911,770
University of Washington, University & College Improvements Revenue, Series C, 5.000%, 07/01/27		7,270,000		8,529,891
Washington Health Care Facilities Authority Multicare Health System, Series B, 5.000%, 08/15/23		3,940,000		4,653,652
Washington Health Care Facilities Authority Providence Health & Services, Series A, 5.000%, 10/01/26		3,425,000		3,929,605
Total Washington				77,982,854
Wisconsin - 2.0%
Wisconsin State Revenue, Department of Transportation, Series 1, 5.000%, 07/01/25		3,025,000		3,585,009
Wisconsin State Revenue, Department of Transportation, Series A, 5.000%, 07/01/22		5,000,000		5,861,350
Wisconsin State Revenue, Department of Transportation, Series A, 5.000%, 07/01/24		5,000,000		6,100,950
Wisconsin State, Series 2, 5.000%, 05/01/24		3,570,000		4,152,374
Total Wisconsin				19,699,683
Total Municipal Bonds (cost $976,854,805)				986,158,799

	Shares
Short-Term Investments - 0.2%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%,⁷ (cost $2,040,011)		2,040,011		2,040,011
Total Investments - 98.7% (cost $978,894,816)				988,198,810
Other Assets, less Liabilities - 1.3%				13,051,456
Net Assets - 100.0%			$	1,001,250,266

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

AMG GW&K Municipal Enhanced Yield Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN


Sector	AMG GW&K Municipal Enhanced Yield Fund*
Transportation		29.7	%
Healthcare		29.1	%
Utilities		7.2	%
Education		6.6	%
Other		5.7	%
State and Non-State Appropriated Tobacco		4.9	%
Tax		4.5	%
Recreation		3.5	%
General Obligation		3.2	%
Public Services		2.6	%
Industrial Development		2.1	%
Other Assets & Liabilities		0.9	%

*	As a percentage of net assets.


Rating	AMG GW&K Municipal Enhanced Yield Fund**
Aaa		2.6	%
Aa		0.8	%
A		40.4	%
Baa		51.6	%
Ba		4.6	%

**	As a percentage of market value of fixed-income securities.

TOP TEN HOLDINGS


Security Name	% of Net Assets
Central Texas Turnpike System, Series C, 5.000%, 08/15/42***		4.4	%
New York Transportation Development Corp., Laguardia Airport Terminal B, 5.000%, 07/01/46***		3.8
Brooklyn Arena Local Development Corp., Barclays Center Project, Series A, 5.000%, 07/15/42***		3.5
Alachua County Health Facilities Authority, Shands Teaching Hospital & Clinics, Series A, 5.000%, 12/01/44***		3.2
Michigan Finance Authority, Henry Ford Health System, 5.000%, 11/15/41***		2.7
New York City Transitional Finance Authority Future Tax Secured Revenue, Series F-1, 5.000%, 05/01/42		2.6
New Jersey Economic Development Authority, Series XX, 5.000%, 06/15/22***		2.6
Louisville/Jefferson County Metropolitan Government, Norton Healthcare Inc., 5.000%, 10/01/33***		2.6
Miami Beach Health Facilities Authority, Mt. Sinai Medical Center, 5.000%, 11/15/39***		2.5
West Virginia Hospital Finance Authority,West Virginia United Health Systems Obligation Group, Series A, 5.500%, 06/01/44***		2.5

Top Ten as a Group		30.4	%

***	Top Ten Holdings as of December 31, 2016.

AMG GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017


	Principal Amount		Value
Municipal Bonds - 99.1%
California - 7.3%
California Health Facilities Financing Authority, El Camino Hospital, 5.000%, 02/01/47	$	3,565,000	$	3,984,280
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/42		2,500,000		2,809,150
California Municipal Finance Authority, Community Medical Centers, Series A, 5.000%, 02/01/47		4,000,000		4,474,200
M-S-R Energy Authority, Natural Gas Revenue, Series C, 6.500%, 11/01/39		3,635,000		5,171,914
Total California				16,439,544
Colorado - 1.8%
Public Authority for Colorado Energy Natural Gas Purchase Revenue, Series 2008, 6.500%, 11/15/38		2,865,000		4,063,372
Florida - 11.5%
Alachua County Health Facilities Authority, Shands Teaching Hospital & Clinics, Series A, 5.000%, 12/01/44		6,570,000		7,252,689
County of Miami-Dade FL Aviation Revenue, 5.000%, 10/01/41		3,105,000		3,554,045
Martin County Health Facilities Authority, Martin Memorial Medical Center, 5.500%, 11/15/42		4,430,000		4,867,728
Miami Beach Health Facilities Authority, Mt. Sinai Medical Center, 5.000%, 11/15/39		5,220,000		5,677,951
Orange County Health Facilities Authority, Orlando Health Inc., Series A, 5.000%, 10/01/39		4,010,000		4,518,107
Total Florida				25,870,520
Illinois - 13.3%
Chicago O’Hare International Airport, Refunding General Senior Lien, Series B, 5.000%, 01/01/41		2,000,000		2,254,580
Chicago O’Hare International Airport, Senior Lien, Series D, 5.250%, 01/01/42		2,500,000		2,907,550
Illinois State General Obligation, 5.000%, 02/01/39		3,930,000		3,929,843
Illinois State General Obligation, 5.500%, 07/01/38		3,255,000		3,386,046
Illinois State Toll Highway Authority, Series B, 5.000%, 01/01/40		1,675,000		1,882,935
Metropolitan Pier and Exposition Authority Revenue, McCormick Place Expansion Project, Series 2012 A, 5.000%, 06/15/42		4,990,000		4,810,759
Metropolitan Pier and Exposition Authority Revenue, McCormick Place Expansion Project, Series B, 5.000%, 06/15/52		5,695,000		5,338,493
Railsplitter Tobacco Settlement Authority Revenue, 6.000%, 06/01/28		4,665,000		5,324,398
Total Illinois				29,834,604
Kentucky - 2.6%
Louisville/Jefferson County Metropolitan Government, Norton Healthcare Inc., 5.000%, 10/01/33		5,000,000		5,762,050
Louisiana - 2.7%
Louisiana Public Facilities Authority, Ochsner Clinic Foundation Project, 5.000%, 05/15/47		3,585,000		3,948,913
New Orleans Aviation Board, General Airport North Terminal, Series B, 5.000%, 01/01/48		2,000,000		2,257,600
Total Louisiana				6,206,513
Massachusetts - 3.5%
Massachusetts Development Finance Agency, UMass Boston Student Housing, 5.000%, 10/01/41		2,250,000		2,465,888
Massachusetts Development Finance Agency, UMass Boston Student Housing, 5.000%, 10/01/48		5,000,000		5,439,000
Total Massachusetts				7,904,888
Michigan - 2.7%
Michigan Finance Authority, Henry Ford Health System, 5.000%, 11/15/41		5,500,000		6,153,290
Nebraska - 2.4%
Central Plains Energy Project, Natural Gas Revenue, 5.000%, 09/01/42		5,000,000		5,416,800

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

AMG GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
New Jersey - 11.7%
New Jersey Economic Development Authority, School Facilities Construction, 5.000%, 03/01/25	$	5,190,000	$	5,498,494
New Jersey Economic Development Authority, Series XX, 5.000%, 06/15/22		5,425,000		5,793,737
New Jersey Economic Development Authority, UMM Energy Partners, Series 2012 A, 5.125%, 06/15/43		4,450,000		4,648,025
New Jersey Health Care Facilities Financing Authority, RWJ Barnabas Health Obligation, 5.000%, 07/01/43		4,605,000		5,190,388
New Jersey Transportation Trust Fund Authority, Federal Highway Reimbursement Notes, 5.000%, 06/15/27		1,900,000		2,074,439
New Jersey Transportation Trust Fund Authority, Federal Highway Reimbursement Notes, 5.000%, 06/15/28		850,000		920,660
New Jersey Turnpike Authority, Series E, 5.000%, 01/01/45		2,000,000		2,243,620
Total New Jersey				26,369,363
New York - 12.3%
Brooklyn Arena Local Development Corp., Barclays Center Project, Series A, 5.000%, 07/15/42		7,000,000		7,892,570
New York City Transitional Finance Authority Future Tax Secured Revenue, Series F-1, 5.000%, 05/01/42		5,000,000		5,831,000
New York State Dormitory Authority, The New School Project, Series A, 5.000%, 07/01/46		3,000,000		3,433,501
New York Transportation Development Corp., Laguardia Airport Terminal B, 5.000%, 07/01/46		8,000,000		8,647,840
Port Authority of New York and New Jersey Special Project, JFK International Air Terminal LLC Project, Series 2010, 6.000%, 12/01/42		1,580,000		1,770,516
Total New York				27,575,427
Rhode Island - 2.5%
Tobacco Settlement Financing Corp., Series A, 5.000%, 06/01/35		2,000,000		2,146,900
Tobacco Settlement Financing Corp., Series A, 5.000%, 06/01/40		3,250,000		3,454,652
Total Rhode Island				5,601,552
Texas - 16.2%
Central Texas Regional Mobility Authority, 5.000%, 01/01/40		4,600,000		5,156,600
Central Texas Regional Mobility Authority, 5.000%, 01/01/46		3,750,000		4,168,613
Central Texas Turnpike System, Series C, 5.000%, 08/15/42		8,915,000		9,808,729
Grand Parkway Transportation Corp., 1st Tier Toll Revenue, Series A, 5.500%, 04/01/53		3,960,000		4,528,735
New Hope Cultural Education Facilities Corp., College Station Project, Series A, 5.000%, 07/01/47		4,650,000		4,958,621
Texas Municipal Gas Acquisition & Supply Corp., Gas Supply Revenue, Senior Lien Series 2008 D, 6.250%, 12/15/26		1,285,000		1,572,801
Texas Private Activity Bond Surface Transportation Corp., Senior Lien-Blueridge Transport, 5.000%, 12/31/40		2,400,000		2,649,360
Texas Private Activity Bond Surface Transportation Corp., Senior Lien-Blueridge Transport, 5.000%, 12/31/45		3,250,000		3,575,162
Total Texas				36,418,621
Virginia - 3.8%
Chesapeake Bay Bridge & Tunnel District, First Tier General Resolution Revenue, 5.000%, 07/01/46		4,755,000		5,304,726
Chesapeake City Expressway Toll Road Revenue, Series 2012 A, 5.000%, 07/15/47		3,010,000		3,192,165
Total Virginia				8,496,891
West Virginia - 2.5%
West Virginia Hospital Finance Authority, West Virginia United Health Systems Obligation Group, Series A, 5.500%, 06/01/44		5,000,000		5,648,350

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

AMG GW&K Municipal Enhanced Yield Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Wisconsin - 2.3%
Wisconsin Health & Educational Facilities Authority, ProHealth Care Obligation Group, 5.000%, 08/15/39	$	4,635,000	$	5,152,173
Total Municipal Bonds (cost $219,278,163)				222,913,958

	Shares
Short-Term Investments - 0.1%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%,⁷ (cost $164,090)		164,090		164,090
Total Investments - 99.2% (cost $219,442,253)				223,078,048
Other Assets, less Liabilities - 0.8%				1,787,516
Net Assets - 100.0%			$	224,865,564

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

AMG GW&K Small Cap Core Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN


Sector	AMG GW&K Small Cap Core Fund*			Russell 2000^® Index
Information Technology		17.9	%		16.9	%
Financials		17.3	%		18.1	%
Health Care		15.9	%		15.0	%
Industrials		15.3	%		14.6	%
Consumer Discretionary		13.0	%		12.5	%
Real Estate		6.9	%		7.5	%
Materials		4.8	%		4.4	%
Utilities		2.8	%		3.7	%
Energy		2.6	%		3.8	%
Consumer Staples		1.0	%		2.7	%
Telecommunication Services		0.0	%		0.8	%
Other Assets and Liabilities		2.5	%		0.0	%

*	As a percentage of net assets.

TOP TEN HOLDINGS


Security Name	% of Net Assets
Grand Canyon Education, Inc.**		2.9	%
MarketAxess Holdings, Inc.**		2.5
LogMeln, Inc.**		2.5
ICU Medical, Inc.**		2.4
West Pharmaceutical Services, Inc.**		2.2
Texas Roadhouse, Inc., Class A**		2.0
Tyler Technologies, Inc.		1.9
INC Research Holdings, Inc., Class A		1.8
Lithia Motors, Inc., Class A**		1.7
Medidata Solutions, Inc.		1.7

Top Ten as a Group		21.6	%

**	Top Ten Holdings as of December 31, 2016.

AMG GW&K Small Cap Core Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017


	Shares		Value
Common Stocks - 97.5%
Consumer Discretionary - 13.0%
CalAtlantic Group, Inc.		151,163	$	5,343,612
Five Below, Inc.^*		139,631		6,893,582
Grand Canyon Education, Inc.^*		181,501		14,231,493
Helen of Troy, Ltd.^*		39,613		3,727,583
Hibbett Sports, Inc.^*,1		102,866		2,134,470
Lithia Motors, Inc., Class A		92,935		8,757,265
Oxford Industries, Inc.		68,029		4,251,132
Texas Roadhouse, Inc.		192,985		9,832,586
Tupperware Brands Corp.		70,269		4,934,992
Wolverine World Wide, Inc.		166,820		4,672,628
Total Consumer Discretionary				64,779,343
Consumer Staples - 1.0%
Amplify Snack Brands, Inc.^*,1		194,214		1,872,223
WD-40 Co.		28,757		3,173,335
Total Consumer Staples				5,045,558
Energy - 2.6%
Dril-Quip, Inc.^*		56,005		2,733,044
Forum Energy Technologies, Inc.^*		194,395		3,032,562
Matador Resources Co.^*,1		328,250		7,014,703
Total Energy				12,780,309
Financials - 17.3%
Ameris Bancorp		162,994		7,856,311
AMERISAFE, Inc.		93,676		5,334,848
Cathay General Bancorp		211,339		8,020,315
Cohen & Steers, Inc.		132,186		5,358,820
Glacier Bancorp, Inc.		115,862		4,241,708
IBERIABANK Corp.		66,834		5,446,971
MarketAxess Holdings, Inc.		62,034		12,475,037
PRA Group, Inc.^*,1		106,780		4,046,962
ProAssurance Corp.		102,345		6,222,576
Stifel Financial Corp.^*		129,126		5,937,213
Texas Capital Bancshares, Inc.^*		102,087		7,901,534
United Bankshares, Inc.¹		151,734		5,947,973
Webster Financial Corp.		134,787		7,038,577
Total Financials				85,828,845
Health Care - 15.9%
Cantel Medical Corp.		75,601		5,890,074
Catalent, Inc.^*		187,284		6,573,668


	Shares		Value
Cotiviti Holdings, Inc.^*,1		167,207	$	6,210,068
Diplomat Pharmacy, Inc.^*		143,784		2,128,003
Globus Medical, Inc., Class A^*		256,091		8,489,417
ICU Medical, Inc.^*		68,038		11,736,555
Impax Laboratories, Inc.^*		131,907		2,123,703
INC Research Holdings, Inc., Class A^*		149,600		8,751,600
Medidata Solutions, Inc.^*		110,392		8,632,654
West Pharmaceutical Services, Inc.		118,162		11,168,672
Wright Medical Group N.V.^*,1		269,376		7,405,146
Total Health Care				79,109,560
Industrials - 15.3%
Alamo Group, Inc.		45,450		4,127,315
Healthcare Services Group, Inc.		159,988		7,492,238
Heartland Express, Inc.¹		272,481		5,673,054
HEICO Corp.¹		100,393		7,212,233
HEICO Corp., Class A		75,950		4,712,698
John Bean Technologies Corp.		42,409		4,156,082
Mobile Mini, Inc.		113,751		3,395,467
Patrick Industries, Inc.^*		62,290		4,537,827
Primoris Services Corp.		212,342		5,295,809
RBC Bearings, Inc.^*		59,272		6,031,519
Ritchie Bros. Auctioneers, Inc.¹		208,429		5,990,249
Sun Hydraulics Corp.		90,524		3,862,659
The Toro Co.		34,553		2,394,177
Universal Forest Products, Inc.		71,406		6,234,458
US Ecology, Inc.		101,299		5,115,600
Total Industrials				76,231,385
Information Technology - 17.9%
Blackbaud, Inc.		90,533		7,763,205
Callidus Software, Inc.^*		206,641		5,000,712
Cognex Corp.		62,348		5,293,345
EPAM Systems, Inc.^*		94,872		7,977,786
ExlService Holdings, Inc.^*		105,628		5,870,804
HubSpot, Inc.^*,1		113,534		7,464,861
LogMeln, Inc.		117,213		12,248,759
MACOM Technology Solutions Holdings, Inc.^*,1		122,957		6,857,312
Power Integrations, Inc.		88,750		6,469,875
Proofpoint, Inc.^*,1		58,151		5,049,251
Rogers Corp.^*		31,638		3,436,520
Silicon Laboratories, Inc.^*		87,374		5,972,013

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

AMG GW&K Small Cap Core Fund

Schedule of Portfolio Investments (continued)



	Shares		Value
Information Technology - 17.9% (continued)
Tyler Technologies, Inc.^*		55,458	$	9,742,307
Total Information Technology				89,146,750
Materials - 4.8%
Balchem Corp.		67,399		5,237,576
Compass Minerals International, Inc.¹		56,020		3,658,106
KapStone Paper and Packaging Corp.		176,468		3,640,535
PolyOne Corp.		165,836		6,424,487
Silgan Holdings, Inc.		151,692		4,820,772
Total Materials				23,781,476
Real Estate - 6.9%
American Campus Communities, Inc., REIT		78,087		3,693,515
Education Realty Trust, Inc., REIT¹		156,861		6,078,364
National Health Investors, Inc., REIT		75,575		5,985,540
Pebblebrook Hotel Trust, REIT¹		175,175		5,647,642
STAG Industrial, Inc., REIT		229,846		6,343,750
Sun Communities, Inc., REIT		76,127		6,675,577
Total Real Estate				34,424,388
Utilities - 2.8%
IDACORP, Inc.		70,132		5,985,766
NorthWestern Corp.		128,389		7,834,297
Total Utilities				13,820,063
Total Common Stocks (cost $372,821,985)				484,947,677

	Principal Amount
Short-Term Investments - 10.7%
Repurchase Agreements - 7.7%⁶
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.110% total to be received $1,222,865 (collateralized by various U.S. Government Agency Obligations, 0.000% -9.000%, 07/28/17 - 09/09/49, totaling $1,247,207)	$	1,222,752		1,222,752
Cantor Fitzgerald Securities, Inc., dated 06/30/17, due 07/03/17, 1.150% total to be received $9,053,111 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 07/15/17 - 05/20/67, totaling $9,233,288)		9,052,243		9,052,243
Daiwa Capital Markets America, dated 06/30/17, due 07/03/17, 1.150% total to be received $9,053,111 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.500%, 07/13/17 - 12/01/51, totaling $9,233,288)		9,052,243		9,052,243


	Principal Amount		Value
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $1,488,490 (collateralized by various U.S. Government Agency Obligations, 0.000% -7.250%, 07/15/17 - 01/15/37, totaling $1,518,129)	$	1,488,359	$	1,488,359
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.250% total to be received $731,091 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $745,639)		731,015		731,015
Nomura Securities International, Inc., dated 06/30/17, due 07/03/17, 1.130% total to be received $7,515,431 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.500%, 07/10/17 - 06/20/67, totaling $7,665,018)		7,514,723		7,514,723
State of Wisconsin Investment Board, dated 06/30/17, due 07/03/17, 1.300% total to be received $9,053,181 (collateralized by various U.S. Government Agency Obligations, 0.125% - 3.875%, 01/15/19 - 02/15/46, totaling $9,233,218)		9,052,200		9,052,200
Total Repurchase Agreements				38,113,535

	Shares
Other Investment Companies - 3.0%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%⁷		14,943,211		14,943,211
Total Short-Term Investments (cost $53,056,746)				53,056,746
Total Investments - 108.2% (cost $425,878,731)				538,004,423
Other Assets, less Liabilities - (8.2)%				(40,632,167	)
Net Assets - 100.0%			$	497,372,256

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

AMG GW&K Small/Mid Cap Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN


Sector	AMG GW&K Small/Mid Cap Fund*			Russell 2000^® Growth Index
Information Technology		16.7	%		24.2	%
Industrials		14.8	%		17.4	%
Financials		14.8	%		6.0	%
Health Care		13.4	%		24.3	%
Consumer Discretionary		10.8	%		14.2	%
Real Estate		8.0	%		3.5	%
Materials		5.6	%		4.6	%
Consumer Staples		2.7	%		2.6	%
Energy		2.2	%		1.6	%
Utilities		2.1	%		0.7	%
Telecommunication Services		0.0	%		0.9	%
Other Assets and Liabilities		8.9	%		0.0	%

*	As a percentage of net assets.

TOP TEN HOLDINGS


Security Name	% of Net Assets
MarketAxess Holdings, Inc.**		2.6	%
RPM International, Inc.		2.2
Gartner, Inc.		2.1
American Campus Communities, Inc., REIT		1.9
Tyler Technologies, Inc.		1.9
Zebra Technologies Corp., Class A		1.8
SVB Financial Group		1.8
Align Technology, Inc.		1.8
West Pharmaceutical Services, Inc.		1.8
The Toro Co.		1.7

Top Ten as a Group		19.6	%

**	Top Ten Holdings as of December 31, 2016.

AMG GW&K Small/Mid Cap Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017


	Shares		Value
Common Stocks - 91.1%
Consumer Discretionary - 10.8%
BJ’s Restaurants, Inc.^*		2,450	$	91,262
Burlington Stores, Inc.^*		1,820		167,422
CalAtlantic Group, Inc.		2,045		72,291
Cavco Industries, Inc.^*		950		123,167
Dorman Products, Inc.^*		2,196		181,763
Five Below, Inc.^*,1		3,140		155,022
Horizon Global Corp.^*,1		3,993		57,339
Lithia Motors, Inc., Class A¹		1,185		111,663
The Michaels Cos., Inc.^*		4,700		87,044
Polaris Industries, Inc.		1,195		110,215
Tupperware Brands Corp.		1,220		85,681
Urban Outfitters, Inc.^*		2,175		40,324
Total Consumer Discretionary				1,283,193
Consumer Staples - 2.7%
PriceSmart, Inc.		1,910		167,316
TreeHouse Foods, Inc.^*,1		1,885		153,986
Total Consumer Staples				321,302
Energy - 2.2%
Callon Petroleum Co.^*		11,300		119,893
Dril-Quip, Inc.^*,1		945		46,116
QEP Resources, Inc.^*		4,900		49,490
Superior Energy Services, Inc.^*,1		4,225		44,067
Total Energy				259,566
Financials - 14.8%
Artisan Partners Asset Management, Inc., Class A		2,075		63,702
BankUnited, Inc.		3,175		107,029
First Republic Bank/CA		1,825		182,682
Glacier Bancorp, Inc.		2,983		109,208
Greenhill & Co., Inc.¹		1,980		39,798
IBERIABANK Corp.		872		71,068
James River Group Holdings, Ltd.		3,175		126,143
MarketAxess Holdings, Inc.		1,550		311,705
ProAssurance Corp.		2,433		147,926
Signature Bank^*		930		133,483
SVB Financial Group^*		1,230		216,222
Texas Capital Bancshares, Inc.^*		1,485		114,939


	Shares		Value
Webster Financial Corp.		2,525	$	131,856
Total Financials				1,755,761
Health Care - 13.4%
Acadia Healthcare Co., Inc.^*,1		2,600		128,388
Align Technology, Inc.^*		1,415		212,420
Alkermes PLC^*		2,150		124,636
Catalent, Inc.^*		4,165		146,191
Hologic, Inc.^*		2,725		123,660
ICU Medical, Inc.^*		870		150,075
IDEXX Laboratories, Inc.^*		690		111,380
Premier, Inc., Class A^*		3,200		115,200
STERIS PLC		2,075		169,112
VWR Corp.^*		3,050		100,680
West Pharmaceutical Services, Inc.		2,210		208,889
Total Health Care				1,590,631
Industrials - 14.8%
Exponent, Inc.		2,470		144,001
Gardner Denver Holdings, Inc.^*,1		4,939		106,732
Graco, Inc.		985		107,641
Heartland Express, Inc.¹		4,275		89,006
Lincoln Electric Holdings, Inc.		1,485		136,754
The Middleby Corp.^*		1,575		191,378
Nordson Corp.		1,150		139,518
RBC Bearings, Inc.^*		1,575		160,272
Ritchie Bros. Auctioneers, Inc.		4,280		123,007
The Toro Co.		2,900		200,941
Wabtec Corp.¹		2,075		189,862
WageWorks, Inc.^*		2,605		175,056
Total Industrials				1,764,168
Information Technology - 16.7%
ANSYS, Inc.^*		1,090		132,631
Blackbaud, Inc.		1,915		164,211
Booz Allen Hamilton Holding Corp.		4,525		147,243
Cognex Corp.		2,354		199,855
CoStar Group, Inc.^*		715		188,474
Gartner, Inc.^*		2,050		253,196
Power Integrations, Inc.		1,975		143,978
SS&C Technologies Holdings, Inc.		3,500		134,435

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

AMG GW&K Small/Mid Cap Fund

Schedule of Portfolio Investments (continued)



	Shares			Value
Information Technology - 16.7% (continued)
Tyler Technologies, Inc.^*		1,260		$	221,344
The Ultimate Software Group, Inc.^*,1		670			140,740
VeriFone Systems, Inc.^*,1		2,550			46,155
Zebra Technologies Corp., Class A^*		2,160			217,123
Total Information Technology					1,989,385
Materials - 5.6%
AptarGroup, Inc.		995			86,426
Compass Minerals International, Inc.¹		1,255			81,952
Eagle Materials, Inc.		1,150			106,283
Quaker Chemical Corp.		825			119,815
RPM International, Inc.		4,900			267,295
Total Materials			��		661,771
Real Estate - 8.0%
American Campus Communities, Inc., REIT		4,700			222,310
Easterly Government Properties, Inc., REIT		6,135			128,528
Mid-America Apartment Communities, Inc., REIT		1,610			169,662
Physicians Realty Trust, REIT		8,050			162,127
Summit Hotel Properties, Inc., REIT		6,605			123,183
Sun Communities, Inc., REIT		1,720			150,827
Total Real Estate					956,637
Utilities - 2.1%
OGE Energy Corp.		3,475			120,895
Portland General Electric Co.		2,975			135,928
Total Utilities					256,823
Total Common Stocks (cost $10,519,711)					10,839,237


	Principal Amount		Value
Short-Term Investments - 20.3%
Repurchase Agreements - 5.9%⁶
BNP Paribas S.A., dated 06/30/17, due 07/03/17, 1.120% total to be received $29,698 (collateralized by various U.S. Government Agency Obligations, 0.000% -9.000%, 07/28/17 - 09/09/49, totaling $30,289)	$	29,695	$	29,695
Citigroup Global Markets, Inc., dated 06/30/17, due 07/03/17, 1.080% total to be received $622,231 (collateralized by various U.S. Government Agency Obligations, 1.375% -6.375%, 02/29/20 - 08/15/27, totaling $634,619)		622,175		622,175
HSBC Securities USA, Inc., dated 06/30/17, due 07/03/17, 1.060% total to be received $36,149 (collateralized by various U.S. Government Agency Obligations, 0.000% -7.250%, 07/15/17 - 01/15/37, totaling $36,869)		36,146		36,146
Jefferies LLC, dated 06/30/17, due 07/03/17, 1.260% total to be received $17,755 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.125%, 07/07/17 - 01/15/30, totaling $18,108)		17,753		17,753
Total Repurchase Agreements				705,769

	Shares
Other Investment Companies - 14.4%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%⁷		1,705,691		1,705,691
Total Short-Term Investments (cost $2,411,460)				2,411,460
Total Investments - 111.4% (cost $12,931,171)				13,250,697
Other Assets, less Liabilities - (11.4)%				(1,358,771	)
Net Assets - 100.0%			$	11,891,926

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

Notes to Schedules of Portfolio Investments (unaudited)

The following footnotes should be read in conjunction with each of the Schedules of Portfolio Investments previously presented in this report.

At June 30, 2017, the approximate cost of investments and the aggregate gross unrealized appreciation and depreciation based on federal income tax were as follows:


Fund	Cost		Appreciation		Depreciation			Net
AMG GW&K Enhanced Core Bond Fund	$	57,735,021	$	758,228	$	(410,604	)	$	347,624
AMG GW&K Municipal Bond Fund		978,894,823		14,341,478		(5,037,491	)		9,303,987
AMG GW&K Municipal Enhanced Yield Fund		219,604,341		5,733,632		(2,259,925	)		3,473,707
AMG GW&K Small Cap Core Fund		425,693,216		131,517,835		(19,206,628	)		112,311,207
AMG GW&K Small/Mid Cap Fund		12,986,002		440,862		(176,167	)		264,695

*	Non-income producing security.

¹	Some or all of these securities were out on loan to various brokers as of June 30, 2017, amounting to the following:


Fund	Market Value		% of Net Assets
AMG GW&K Enhanced Core Bond Fund	$	114,976		0.2	%
AMG GW&K Small Cap Core Fund		37,276,554		7.5	%
AMG GW&K Small/Mid Cap Fund		694,208		5.8	%

²	Variable Rate Security. The rate listed is as of June 30, 2017, and is periodically reset subject to terms and conditions set forth in the debenture.

³	Perpetuity Bond. The date shown is the final call date.

⁴	Floating Rate Security: The rate listed is as of June 30, 2017. Date in parentheses represents the security’s next coupon rate reset.

⁵	Securities backed by insurance of financial institutions and financial guaranty assurance agencies. At June 30, 2017, the value of these securities amounted to the following:


Fund	Market Value		% of Net Assets
AMG GW&K Enhanced Core Bond Fund	$	581,809		1.0	%
AMG GW&K Municipal Bond Fund		5,733,247		0.6	%

⁶	Collateral received from brokers for securities lending was invested in these joint repurchase agreements.

⁷	Yield shown represents the June 30, 2017, 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.

Notes to Schedules of Portfolio Investments (continued)

The following tables summarize the inputs used to value the Funds’ investments by the fair value hierarchy levels as of June 30, 2017:

(See Note 1(a) in the Notes to the Financial Statements.)


	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG GW&K Enhanced Core Bond Fund
Investments in Securities
Corporate Bonds and Notes^†		—	$	29,833,421		—	$	29,833,421
Municipal Bonds^†^†		—		3,743,445		—		3,743,445
U.S. Government and Agency Obligations^†		—		23,344,739		—		23,344,739
Short-Term Investments
Repurchase Agreements		—		118,595		—		118,595
Other Investment Companies	$	1,042,445		—		—		1,042,445

Total Investments in Securities	$	1,042,445	$	57,040,200		—	$	58,082,645


	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG GW&K Municipal Bond Fund
Investments in Securities
Municipal Bonds^†^†		—	$	986,158,799		—	$	986,158,799
Short-Term Investments	$	2,040,011		—		—		2,040,011

Total Investments in Securities	$	2,040,011	$	986,158,799		—	$	988,198,810


	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG GW&K Municipal Enhanced Yield Fund
Investments in Securities
Municipal Bonds^†^†		—	$	222,913,958		—	$	222,913,958
Short-Term Investments	$	164,090		—		—		164,090

Total Investments in Securities	$	164,090	$	222,913,958		—	$	223,078,048

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

Notes to Schedules of Portfolio Investments (continued)


	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG GW&K Small Cap Core Fund
Investments in Securities
Common Stocks^†^†^†	$	484,947,677		—		—	$	484,947,677
Short-Term Investments
Repurchase Agreements		—	$	38,113,535		—		38,113,535
Other Investment Companies		14,943,211		—		—		14,943,211

Total Investments in Securities	$	499,890,888	$	38,113,535		—	$	538,004,423


	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG GW&K Small/Mid Cap Fund
Investments in Securities
Common Stocks^†^†^†	$	10,839,237		—		—	$	10,839,237
Short-Term Investments
Repurchase Agreements		—	$	705,769		—		705,769
Other Investment Companies		1,705,691		—		—		1,705,691

Total Investments in Securities	$	12,544,928	$	705,769		—	$	13,250,697

^†

All corporate bonds and notes and U.S. government and agency obligations held in the Funds are level 2 securities. For a detailed breakout of the corporate bonds and notes and U.S. government and agency obligations by major industry or agency classification, please refer to the respective Schedule of Portfolio Investments.

^†^†	All municipal bonds held in the Funds are Level 2 securities. For a detailed breakout of the bonds by major classification, please refer to the respective Schedule of Portfolio Investments.

^†^†^†

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

As of June 30, 2017, the Funds had no transfers between levels from the beginning of the reporting period.

INVESTMENTS DEFINITIONS AND ABBREVIATIONS:

COPS:

Certificates of Participation

FHLMC:

Federal Home Loan Mortgage Corporation

FNMA:

Federal National Mortgage Association

GMTN:

Global Medium-Term Notes

MTN:	Medium-Term Notes

REIT:

Real Estate Investment Trust

National Insured: National Public Finance Guarantee Corp.

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

Statement of Assets and Liabilities (unaudited)

June 30, 2017


	AMG GW&K Enhanced Core Bond Fund^#		AMG GW&K Municipal Bond Fund^#		AMG GW&K Municipal Enhanced Yield Fund^#		AMG GW&K Small Cap Core Fund^#		AMG GW&K Small/Mid Cap Fund^#
Assets:
Investments at value* (including securities on loan valued at $114,976, $0, $0, $37,276,554 and $694,208, respectively)	$	58,082,645	$	988,198,810	$	223,078,048	$	538,004,423	$	13,250,697
Receivable for investments sold		587,856		335,184		—		2,114,648		—
Receivable for Fund shares sold		6,407		3,228,834		600,986		2,410,656		2,499,860
Dividends, interest and other receivables		523,988		12,456,738		2,683,006		496,186		5,564
Receivable from affiliate		13,751		61,089		17,573		—		5,121
Prepaid expenses		27,222		71,376		45,969		54,046		36,926
Total assets		59,241,869		1,004,352,031		226,425,582		543,079,959		15,798,168
Liabilities:
Due to Custodian		23		66		—		—		—
Payable upon return of securities loaned		118,595		—		—		38,113,535		705,769
Payable for investments purchased		605,115		—		—		4,016,547		3,168,226
Payable for Fund shares repurchased		740,033		2,560,095		1,366,551		3,094,820		—
Payable to affiliate		—		—		—		766		—
Accrued expenses:
Investment advisory and management fees		15,372		172,364		84,441		286,281		4,222
Administrative fees		7,686		123,879		28,147		61,346		974
Shareholder service fees - Class N		—		2,464		83		5,461		—
Shareholder service fees - Class S^##		—		46,745		1,540		6,007		—
Shareholder service fees - Class I		1,485		34,785		11,917		25,192		588
Distribution fees - Class N		3,356		7,235		1,934		7,435		2
Distribution fees - Class C		4,878		—		—		—		—
Professional fees		28,919		25,670		21,220		17,019		15,154
Trustees fees and expenses		786		5,914		1,603		2,952		6
Other		59,963		122,548		42,582		70,342		11,301
Total liabilities		1,586,211		3,101,765		1,560,018		45,707,703		3,906,242
Net Assets	$	57,655,658	$	1,001,250,266	$	224,865,564	$	497,372,256	$	11,891,926
* Investments at cost	$	57,734,456	$	978,894,816	$	219,442,253	$	425,878,731	$	12,931,171

^#	Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

^##	Effective June 23, 2017, Class S Shares were converted into Class I Shares.

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

Statement of Assets and Liabilities (continued)


	AMG GW&K Enhanced Core Bond Fund^#			AMG GW&K Municipal Bond Fund^#			AMG GW&K Municipal Enhanced Yield Fund^#			AMG GW&K Small Cap Core Fund^#			AMG GW&K Small/Mid Cap Fund^#
Net Assets Represent:
Paid-in capital	$	61,831,984		$	993,426,820		$	223,810,271		$	373,205,639		$	11,391,414
Undistributed (distributions in excess of) net investment income (loss)		7,782			27,747			4,765			(58,464	)		3,006
Accumulated net realized gain (loss) from investments and foreign currency transactions		(4,532,297	)		(1,508,295	)		(2,585,267	)		12,099,389			177,980
Net unrealized appreciation (depreciation) of investments		348,189			9,303,994			3,635,795			112,125,692			319,526
Net Assets	$	57,655,658		$	1,001,250,266		$	224,865,564		$	497,372,256		$	11,891,926
Class N:
Net Assets	$	16,096,485		$	32,371,525		$	9,511,832		$	33,305,010		$	10,246
Shares outstanding		1,641,875			2,788,446			975,848			1,236,646			967
Net asset value, offering and redemption price per share	$	9.80		$	11.61		$	9.75		$	26.93		$	10.60
Class I:
Net Assets	$	13,911,156		$	968,878,741		$	215,250,054		$	460,510,414		$	9,428,728
Shares outstanding		1,413,608			83,037,624			22,106,324			16,884,708			888,991
Net asset value, offering and redemption price per share	$	9.84		$	11.67		$	9.74		$	27.27		$	10.61
Class C:
Net Assets	$	5,850,886			n/a			n/a			n/a			n/a	��
Shares outstanding		597,225			n/a			n/a			n/a			n/a
Net asset value, offering and redemption price per share	$	9.80			n/a			n/a			n/a			n/a
Class Z:
Net Assets	$	21,797,131			n/a		$	103,678		$	3,556,832		$	2,452,952
Shares outstanding		2,216,710			n/a			10,647			130,401			231,180
Net asset value, offering and redemption price per share	$	9.83			n/a		$	9.74		$	27.28		$	10.61

^#	Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

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

Statement of Operations (unaudited)

For the six months ended June 30, 2017


	AMG GW&K Enhanced Core Bond Fund^#			AMG GW&K Municipal Bond Fund^#			AMG GW&K Municipal Enhanced Yield Fund^#			AMG GW&K Small Cap Core Fund^#			AMG GW&K Small/Mid Cap Fund^#
Investment Income:
Interest income	$	1,151,496		$	9,781,596		$	4,243,934		$	424			—
Dividend income		3,386			34,198			10,732			2,096,669	¹	$	24,543
Securities lending income		1,338			—			—			95,271			677
Foreign withholding tax		—			—			—			(13,686	)		(103	)
Total investment income		1,156,220			9,815,794			4,254,666			2,178,678			25,117
Expenses:
Investment advisory and management fees		137,889			1,014,190			521,239			1,635,301			15,922
Administrative fees		58,470			728,100			167,960			343,147			3,586
Distribution fees - Class N		20,072			42,296			9,938			45,284			9
Distribution fees - Class C		33,321			—			—			—			—
Shareholder servicing fees - Class N		—			19,293			5,963			27,224			—
Shareholder servicing fees - Class S^##		—			121,098			6,293			12,807			—
Shareholder servicing fees - Class I		15,425			136,181			34,748			70,793			1,398
Registration fees		38,884			46,454			36,167			31,139			12,862
Professional fees		26,510			47,864			25,293			27,012			13,845
Transfer agent fees		16,628			22,937			7,166			18,917			159
Custodian fees		14,245			39,905			12,922			13,527			1,715
Reports to shareholders		8,696			18,505			5,902			19,697			3,307
Trustees fees and expenses		4,880			45,414			10,913			19,346			124
Miscellaneous		4,094			9,832			3,141			4,729			687
Repayment for prior reimbursements		—			—			—			1,317			—
Total expenses before offsets/reductions		379,114			2,292,069			847,645			2,270,240			53,614
Expense reimbursements		(105,556	)		(322,844	)		(112,701	)		(21,301	)		(31,503	)
Expense reductions		—			—			—			(11,797	)		—
Fee waivers		—			(27,152	)		—			—			—
Net expenses		273,558			1,942,073			734,944			2,237,142			22,111
Net investment income gain (loss)		882,662			7,873,721			3,519,722			(58,464	)		3,006
Net Realized and Unrealized Gain (loss):
Net realized gain (loss) on investments		57,346			(141,451	)		(157,574	)		12,864,123			236,775
Net realized gain on foreign currency transactions		243			—			—			—			—
Net change in unrealized appreciation (depreciation) of investments		1,127,433			30,325,519			8,142,069			30,210,913			87,996
Net realized and unrealized gain		1,185,022			30,184,068			7,984,495			43,075,036			324,771
Net increase in net assets resulting from operations	$	2,067,684		$	38,057,789		$	11,504,217		$	43,016,572		$	327,777

^#	Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

^##	Effective June 23, 2017, Class S Shares were converted into Class I Shares.

¹	Includes non-recurring dividend of $87,885.

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

Statements of Changes in Net Assets

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016


	AMG GW&K Enhanced Core Bond Fund^#						AMG GW&K Municipal Bond Fund^#
	2017			2016			2017			2016
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment income	$	882,662		$	2,792,209		$	7,873,721		$	13,478,865
Net realized gain (loss) on investments and foreign currency transactions		57,589			837,864			(141,451	)		11,765,887
Net change in unrealized appreciation (depreciation) of investments		1,127,433			(777,068	)		30,325,519			(37,153,635	)
Net increase (decrease) in net assets resulting from operations		2,067,684			2,853,005			38,057,789			(11,908,883	)
Distributions to Shareholders:
From net investment income:
Class N		(183,107	)		(414,745	)		(217,234	)		(337,669	)
Class S^##		—			(777,513	)		(1,030,308	)		(2,154,034	)
Class C		(49,063	)		(137,712	)		—			—
Class I		(353,986	)		(1,453,169	)		(6,598,432	)		(11,028,510	)
Class Z		(297,794	)		—			—			—
From net realized gain on investments:
Class N		—			—			—			(579,320	)
Class S^##		—			—			—			(3,103,417	)
Class I		—			—			—			(13,370,506	)
Total distributions to shareholders		(883,950	)		(2,783,139	)		(7,845,974	)		(30,573,456	)
Capital Share Transactions:¹
Net increase (decrease) from capital share transactions		(56,793,922	)		27,097,678			48,117,410			153,597,847
Total increase (decrease) in net assets		(55,610,188	)		27,167,544			78,329,225			111,115,508
Net Assets:
Beginning of period		113,265,846			86,098,302			922,921,041			811,805,533
End of period	$	57,655,658		$	113,265,846		$	1,001,250,266		$	922,921,041
End of period undistributed net investment income	$	7,782		$	9,070		$	27,747			—

^#	Effective October 1, 2016, and February 27, 2017, the Fund’s share classes were renamed or redesignated as described in Note 1 of the Notes to the Financial Statements.

^##	Effective June 23, 2017, Class S Shares were converted into Class I Shares.

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

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

Statements of Changes in Net Assets (continued)

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016


	AMG GW&K Municipal Enhanced Yield Fund						AMG GW&K Small Cap Core Fund						AMG GW&K Small/Mid Cap Fund
	2017^#			2016^#			2017^#			2016^#			June 30, 2017^#		2016^#
Increase (Decrease) in Net Assets
Resulting From Operations:
Net investment income (loss)	$	3,519,722		$	7,155,225		$	(58,464	)	$	1,422,759		$	3,006	$	(6,439	)
Net realized gain (loss) on investments		(157,574	)		6,721,972			12,864,123			14,201,155			236,775		(28,503	)
Net change in unrealized appreciation (depreciation) of investments		8,142,069			(13,050,976	)		30,210,913			49,509,033			87,996		252,237
Net increase in net assets resulting from operations		11,504,217			826,221			43,016,572			65,132,947			327,777		217,295
Distributions to Shareholders:
From net investment income:
Class N		(115,475	)		(141,532	)		—			—			—		—
Class S^##		(193,559	)		(483,507	)		—			(32,695	)		—		—
Class I		(3,204,834	)		(6,534,101	)		—			(1,399,673	)		—		(1,135	)
Class Z		(1,089	)		—			—			—			—		—
From net realized gain on investments:
Class N		—			(189,462	)		—			(1,490,651	)		—		—
Class S^##		—			(751,847	)		—			(721,953	)		—		—
Class I		—			(9,105,322	)		—			(15,063,218	)		—		—
Total distributions to shareholders		(3,514,957	)		(17,205,771	)		—			(18,708,190	)		—		(1,135	)
Capital Share Transactions:¹
Net increase (decrease) from capital share transactions		1,083,228			(1,420,098	)		32,934,377			185,281			9,333,057		841,781
Total increase (decrease) in net assets		9,072,488			(17,799,648	)		75,950,949			46,610,038			9,660,834		1,057,941
Net Assets:
Beginning of period		215,793,076			233,592,724			421,421,307			374,811,269			2,231,092		1,173,151
End of period	$	224,865,564		$	215,793,076		$	497,372,256		$	421,421,307		$	11,891,926	$	2,231,092
End of period undistributed (accumulated) net investment income (loss)	$	4,765			—		$	(58,464	)		—		$	3,006		—

^#	Effective October 1, 2016, and February 27, 2017, the Fund’s share classes were renamed or redesignated as described in Note 1 of the Notes to the Financial Statements.

^##	Effective June 23, 2017, Class S Shares were converted into Class I Shares.

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

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

AMG GW&K Enhanced Core Bond Fund

Financial Highlights

For a share outstanding throughout each period


	For the six months ended June 30, 2017			For the years ended December 31,
Class N	(unaudited)			2016^##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	9.67		$	9.58		$	10.22		$	9.96		$	11.24		$	10.81
Income (Loss) from Investment Operations:
Net investment income^1,2		0.11			0.22			0.29			0.29			0.24			0.44
Net realized and unrealized gain (loss) on investments		0.13			0.09			(0.64	)		0.26			(0.21	)		0.58
Total income (loss) from investment operations		0.24			0.31			(0.35	)		0.55			0.03			1.02
Less Distributions to Shareholders from:
Net investment income		(0.11	)		(0.22	)		(0.29	)		(0.29	)		(0.26	)		(0.48	)
Net realized gain on investments		—			—			—			—			(1.05	)		(0.11	)
Total distributions to shareholders		(0.11	)		(0.22	)		(0.29	)		(0.29	)		(1.31	)		(0.59	)
Net Asset Value, End of Period	$	9.80		$	9.67		$	9.58		$	10.22		$	9.96		$	11.24
Total Return²		2.50	%¹⁹		3.26	%⁴		(3.51	)%⁴		5.58	%		0.29	%		9.53	%
Ratio of net expenses to average net assets		0.77	%²⁰		0.84	%		0.84	%		0.84	%		0.86	%⁵		0.84	%⁶
Ratio of gross expenses to average net assets³		1.04	%²⁰		1.05	%		1.07	%		1.09	%		1.08	%⁵		1.04	%⁶
Ratio of net investment income to average net assets²		2.19	%²⁰		2.27	%		2.87	%		2.82	%		2.14	%⁵		3.92	%⁶
Portfolio turnover		28	%¹⁹		88	%		57	%		22	%		43	%		110	%
Net assets at end of period (000’s omitted)	$	16,096		$	16,115		$	20,203		$	27,444		$	32,009		$	41,772


	For the six months ended June 30, 2017^# (unaudited)			For the years ended December 31,												For the period from December 1, 2012 through December 31, 2012*
Class I	For the six months ended June 30, 2017^# (unaudited)			2016^##			2015			2014			2013
Net Asset Value, Beginning of Period	$	9.70		$	9.62		$	10.26		$	9.99		$	11.28		$	11.41
Income (Loss) from Investment Operations:
Net investment income^1,2		0.11			0.24			0.30			0.31			0.26			0.02
Net realized and unrealized gain (loss) on investments		0.15			0.08			(0.63	)		0.27			(0.22	)		0.01
Total income (loss) from investment operations		0.26			0.32			(0.33	)		0.58			0.04			0.03
Less Distributions to Shareholders from:
Net investment income		(0.12	)		(0.24	)		(0.31	)		(0.31	)		(0.28	)		(0.05	)
Net realized gain on investments		—			—			—			—			(1.05	)		(0.11	)
Total distributions to shareholders		(0.12	)		(0.24	)		(0.31	)		(0.31	)		(1.33	)		(0.16	)
Net Asset Value, End of Period	$	9.84		$	9.70		$	9.62		$	10.26		$	9.99		$	11.28
Total Return²		2.67	%¹⁹		3.31	%		(3.30	)%		5.84	%		0.41	%		0.26	%¹⁹
Ratio of net expenses to average net assets		0.63	%²⁰		0.69	%		0.67	%		0.65	%		0.69	%⁵		0.64	%^6,20
Ratio of gross expenses to average net assets³		0.90	%²⁰		0.90	%		0.90	%		0.90	%		0.91	%⁵		0.90	%^6,20
Ratio of net investment income to average net assets²		2.34	%²⁰		2.39	%		2.96	%		3.00	%		2.31	%⁵		2.07	%^6,20
Portfolio turnover		28	%¹⁹		88	%		57	%		22	%		43	%		110	%¹⁹
Net assets at end of period (000’s omitted)	$	13,911		$	37,952		$	7,463		$	2,480		$	1,563		$	10

AMG GW&K Enhanced Core Bond Fund

Financial Highlights

For a share outstanding throughout each period


	For the six months ended June 30, 2017^# (unaudited)			For the years ended December 31,
Class C	For the six months ended June 30, 2017^# (unaudited)			2016			2015			2014			2013			2012^†
Net Asset Value, Beginning of Period	$	9.66		$	9.57		$	10.20		$	9.94		$	11.22		$	10.79
Income (Loss) from Investment Operations:
Net investment income^1,2		0.07			0.15			0.21			0.21			0.15			0.36
Net realized and unrealized gain (loss) on investments		0.14			0.08			(0.63	)		0.26			(0.20	)		0.57
Total income (loss) from investment operations		0.21			0.23			(0.42	)		0.47			(0.05	)		0.93
Less Distributions to Shareholders from:
Net investment income		(0.07	)		(0.14	)		(0.21	)		(0.21	)		(0.18	)		(0.39	)
Net realized gain on investments		—			—			—			—			(1.05	)		(0.11	)
Total distributions to shareholders		(0.07	)		(0.14	)		(0.21	)		(0.21	)		(1.23	)		(0.50	)
Net Asset Value, End of Period	$	9.80		$	9.66		$	9.57		$	10.20		$	9.94		$	11.22
Total Return²		2.22	%¹⁹		2.40	%		(4.15	)%⁴		4.79	%		(0.50	)%⁴		8.72	%⁴
Ratio of net expenses to average net assets		1.53	%²⁰		1.59	%		1.59	%		1.59	%		1.61	%⁵		1.59	%⁶
Ratio of gross expenses to average net assets³		1.80	%²⁰		1.80	%		1.82	%		1.84	%		1.83	%⁵		1.79	%⁶
Ratio of net investment income to average net assets²		1.44	%²⁰		1.53	%		2.12	%		2.07	%		1.38	%⁵		3.18	%⁶
Portfolio turnover		28	%¹⁹		88	%		57	%		22	%		43	%		110	%
Net assets at end of period (000’s omitted)	$	5,851		$	7,842		$	11,031		$	15,927		$	20,793		$	33,026


	For the six months ended June 30, 2017^# (unaudited)			For the years ended December 31,
Class Z	For the six months ended June 30, 2017^# (unaudited)			2016^##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	9.70		$	9.61		$	10.25		$	9.99		$	11.28		$	10.84
Income (Loss) from Investment Operations:
Net investment income^1,2		0.12			0.25			0.31			0.31			0.27			0.47
Net realized and unrealized gain (loss) on investments		0.13			0.09			(0.63	)		0.27			(0.22	)		0.58
Total income (loss) from investment operations		0.25			0.34			(0.32	)		0.58			0.05			1.05
Less Distributions to Shareholders from:
Net investment income		(0.12	)		(0.25	)		(0.32	)		(0.32	)		(0.29	)		(0.50	)
Net realized gain on investments		—			—			—			—			(1.05	)		(0.11	)
Total distributions to shareholders		(0.12	)		(0.25	)		(0.32	)		(0.32	)		(1.34	)		(0.61	)
Net Asset Value, End of Period	$	9.83		$	9.70		$	9.61		$	10.25		$	9.99		$	11.28
Total Return²		2.62	%¹⁹		3.52	%⁴		(3.15	)%		5.85	%		0.46	%		9.89	%
Ratio of net expenses to average net assets		0.53	%²⁰		0.59	%		0.59	%		0.59	%		0.61	%⁵		0.59	%⁶
Ratio of gross expenses to average net assets³		0.80	%²⁰		0.80	%		0.82	%		0.84	%		0.83	%⁵		0.79	%⁶
Ratio of net investment income to average net assets²		2.44	%²⁰		2.51	%		3.10	%		3.05	%		2.39	%⁵		4.21	%⁶
Portfolio turnover		28	%¹⁹		88	%		57	%		22	%		43	%		110	%
Net assets at end of period (000’s omitted)	$	21,797		$	51,357		$	47,402		$	41,968		$	59,182		$	65,573

AMG GW&K Municipal Bond Fund

Financial Highlights

For a share outstanding throughout each period


	For the six months ended June 30, 2017 (unaudited)			For the years ended December 31,
Class N	For the six months ended June 30, 2017 (unaudited)			2016^##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	11.25		$	11.70		$	11.61		$	11.02		$	11.52		$	11.21
Income (Loss) from Investment Operations:
Net investment income^1,2		0.09			0.13			0.15			0.18			0.18			0.20
Net realized and unrealized gain (loss) on investments		0.34			(0.25	)		0.24			0.63			(0.47	)		0.38
Total income (loss) from investment operations		0.43			(0.12	)		0.39			0.81			(0.29	)		0.58
Less Distributions to Shareholders from:
Net investment income		(0.07	)		(0.12	)		(0.15	)		(0.18	)		(0.17	)		(0.19	)
Net realized gain on investments		—			(0.21	)		(0.15	)		(0.04	)		(0.04	)		(0.08	)
Total distributions to shareholders		(0.07	)		(0.33	)		(0.30	)		(0.22	)		(0.21	)		(0.27	)
Net Asset Value, End of Period	$	11.61		$	11.25		$	11.70		$	11.61		$	11.02		$	11.52
Total Return²		3.87	%¹⁹		(1.05	)%		3.36	%		7.39	%		(2.51	)%⁴		5.27	%⁴
Ratio of net expenses to average net assets		0.70	%²⁰		0.71	%		0.82	%		0.80	%		0.81	%⁷		0.80	%⁸
Ratio of gross expenses to average net assets³		0.77	%²⁰		0.95	%		1.13	%		1.12	%		1.17	%⁷		1.18	%⁸
Ratio of net investment income to average net assets²		1.62	%²⁰		1.08	%		1.28	%		1.55	%		1.56	%⁷		1.71	%⁸
Portfolio turnover		10	%¹⁹		66	%		78	%		31	%		28	%		39	%
Net assets at end of period (000’s omitted)	$	32,372		$	31,406		$	27,362		$	23,572		$	28,655		$	22,726


	For the six months ended June 30, 2017^# (unaudited)			For the years ended December 31,
Class I	For the six months ended June 30, 2017^# (unaudited)			2016^##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	11.31		$	11.77		$	11.67		$	11.08		$	11.58		$	11.26
Income (Loss) from Investment Operations:
Net investment income^1,2		0.11			0.17			0.21			0.23			0.23			0.25
Net realized and unrealized gain (loss) on investments		0.34			(0.25	)		0.24			0.63			(0.47	)		0.40
Total income (loss) from investment operations		0.45			(0.08	)		0.45			0.86			(0.24	)		0.65
Less Distributions to Shareholders from:
Net investment income		(0.09	)		(0.17	)		(0.20	)		(0.23	)		(0.22	)		(0.25	)
Net realized gain on investments		—			(0.21	)		(0.15	)		(0.04	)		(0.04	)		(0.08	)
Total distributions to shareholders		(0.09	)		(0.38	)		(0.35	)		(0.27	)		(0.26	)		(0.33	)
Net Asset Value, End of Period	$	11.67		$	11.31		$	11.77		$	11.67		$	11.08		$	11.58
Total Return²		4.03	%¹⁹		(0.70	)%		3.94	%		7.80	%		(2.02	)%		5.80	%⁴
Ratio of net expenses to average net assets		0.37	%²⁰		0.34	%		0.34	%		0.34	%		0.36	%⁷		0.35	%⁸
Ratio of gross expenses to average net assets³		0.44	%²⁰		0.58	%		0.65	%		0.66	%		0.72	%⁷		0.73	%⁸
Ratio of net investment income to average net assets²		1.95	%²⁰		1.45	%		1.76	%		2.00	%		2.01	%⁷		2.15	%⁸
Portfolio turnover		10	%¹⁹		66	%		78	%		31	%		28	%		39	%
Net assets at end of period (000’s omitted)	$	968,879		$	728,365		$	655,760		$	393,581		$	204,711		$	121,609

AMG GW&K Municipal Enhanced Yield Fund

Financial Highlights

For a share outstanding throughout each period


	For the six months ended June 30, 2017^# (unaudited)			For the years ended December 31,
Class N	For the six months ended June 30, 2017^# (unaudited)			2016^##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	9.40		$	10.08		$	10.16		$	8.98		$	10.24		$	9.55
Income (Loss) from Investment Operations:
Net investment income^1,2		0.14			0.25			0.30			0.34			0.35			0.36
Net realized and unrealized gain (loss) on investments		0.34			(0.23	)		0.05			1.18			(1.18	)		0.93
Total income (loss) from investment operations		0.48			0.02			0.35			1.52			(0.83	)		1.29
Less Distributions to Shareholders from:
Net investment income		(0.13	)		(0.25	)		(0.30	)		(0.34	)		(0.36	)		(0.36	)
Net realized gain on investments		—			(0.45	)		(0.13	)		—			(0.07	)		(0.24	)
Total distributions to shareholders		(0.13	)		(0.70	)		(0.43	)		(0.34	)		(0.43	)		(0.60	)
Net Asset Value, End of Period	$	9.75		$	9.40		$	10.08		$	10.16		$	8.98		$	10.24
Total Return²		5.16	%¹⁹		0.10	%		3.57	%		17.14	%		(8.27	)%⁴		13.69	%⁴
Ratio of net expenses to average net assets		1.00	%²⁰		1.14	%		1.07	%		1.00	%		1.12	%⁹		1.07	%¹⁰
Ratio of gross expenses to average net assets³		1.10	%²⁰		1.30	%		1.25	%		1.19	%		1.30	%⁹		1.27	%¹⁰
Ratio of net investment income to average net assets²		3.01	%²⁰		2.38	%		2.98	%		3.46	%		3.58	%⁹		3.53	%¹⁰
Portfolio turnover		29	%¹⁹		172	%		120	%		83	%		52	%		70	%
Net assets at end of period (000’s omitted)	$	9,512		$	4,184		$	5,500		$	8,507		$	8,030		$	21,413


	For the six months ended June 30, 2017^# (unaudited)			For the years ended December 31,
Class I	For the six months ended June 30, 2017^# (unaudited)			2016^##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	9.40		$	10.07		$	10.14		$	8.97		$	10.22		$	9.53
Income (Loss) from Investment Operations:
Net investment income^1,2		0.16			0.30			0.34			0.37			0.39			0.40
Net realized and unrealized gain (loss) on investments		0.33			(0.22	)		0.07			1.17			(1.17	)		0.93
Total income (loss) from investment operations		0.49			0.08			0.41			1.54			(0.78	)		1.33
Less Distributions to Shareholders from:
Net investment income		(0.15	)		(0.30	)		(0.35	)		(0.37	)		(0.40	)		(0.40	)
Net realized gain on investments		—			(0.45	)		(0.13	)		—			(0.07	)		(0.24	)
Total distributions to shareholders		(0.15	)		(0.75	)		(0.48	)		(0.37	)		(0.47	)		(0.64	)
Net Asset Value, End of Period	$	9.74		$	9.40		$	10.07		$	10.14		$	8.97		$	10.22
Total Return²		5.25	%¹⁹		0.70	%		4.15	%		17.45	%		(7.80	)%		14.13	%⁴
Ratio of net expenses to average net assets		0.64	%²⁰		0.64	%		0.64	%		0.64	%		0.66	%⁹		0.65	%¹⁰
Ratio of gross expenses to average net assets³		0.74	%²⁰		0.80	%		0.82	%		0.83	%		0.84	%⁹		0.85	%¹⁰
Ratio of net investment income to average net assets²		3.37	%²⁰		2.89	%		3.42	%		3.83	%		4.08	%⁹		3.96	%¹⁰
Portfolio turnover		29	%¹⁹		172	%		120	%		83	%		52	%		70	%
Net assets at end of period (000’s omitted)	$	215,250		$	195,193		$	212,057		$	226,284		$	201,161		$	294,983

AMG GW&K Municipal Enhanced Yield Fund

Financial Highlights

For a share outstanding throughout each period


Class Z	For the period ended June 30, 2017^** (unaudited)
Net Asset Value, Beginning of Period	$	9.49
Income from Investment Operations:
Net investment income^1,2		0.11
Net realized and unrealized gain on investments		0.24
Total income from investment operations		0.35
Less Distributions to Shareholders from:
Net investment income		(0.10	)
Net Asset Value, End of Period	$	9.74
Total Return²		3.73	%¹⁹
Ratio of net expenses to average net assets		0.59	%²⁰
Ratio of gross expenses to average net assets³		0.69	%²⁰
Ratio of net investment income to average net assets²		3.41	%²⁰
Portfolio turnover		29	%¹⁹
Net assets at end of period (000’s omitted)	$	104

AMG GW&K Small Cap Core Fund

Financial Highlights

For a share outstanding throughout each period


	For the six months ended June 30, 2017^#			For the years ended December 31,
Class N	(unaudited)			2016^##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	24.57		$	21.80		$	23.39		$	24.34		$	17.72		$	15.87
Income (Loss) from Investment Operations:
Net investment income (loss)^1,2		(0.05	)		0.00	^11,††		(0.06	)¹²		(0.07	)¹³		(0.07	)¹⁴		0.14	¹⁵
Net realized and unrealized gain (loss) on investments		2.41			3.81			(0.64	)		0.46			7.56			2.15
Total income (loss) from investment operations		2.36			3.81			(0.70	)		0.39			7.49			2.29
Less Distributions to Shareholders from:
Net investment income		—			—			—			—			—			(0.08	)
Net realized gain on investments		—			(1.04	)		(0.89	)		(1.34	)		(0.87	)		(0.36	)
Total distributions to shareholders		—			(1.04	)		(0.89	)		(1.34	)		(0.87	)		(0.44	)
Net Asset Value, End of Period	$	26.93		$	24.57		$	21.80		$	23.39		$	24.34		$	17.72
Total Return²		9.61	%¹⁹		17.44	%		(3.02	)%		1.53	%		42.26	%		14.45	%
Ratio of net expenses to average net assets		1.31	%^16,20		1.33	%		1.35	%		1.42	%		1.37	%¹⁷		1.41	%¹⁸
Ratio of gross expenses to average net assets³		1.32	%²⁰		1.42	%		1.46	%		1.53	%		1.50	%¹⁷		1.62	%¹⁸
Ratio of net investment income (loss) to average net assets²		(0.36	)%²⁰		0.01	%		(0.24	)%		(0.28	)%		(0.32	)%¹⁷		0.78	%¹⁸
Portfolio turnover		9	%¹⁹		19	%		16	%		26	%		19	%		14	%
Net assets at end of period (000’s omitted)	$	33,305		$	35,760		$	35,691		$	37,995		$	69,992		$	14,707


	For the six months ended June 30, 2017^#			For the years ended December 31,
Class I	(unaudited)			2016^##			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	24.84		$	22.04		$	23.61		$	24.49		$	17.76		$	15.87
Income (Loss) from Investment Operations:
Net investment income^1,2		0.00	^†^†		0.10	¹¹		0.04	¹²		0.07	¹³		0.02	¹⁴		0.14	¹⁵
Net realized and unrealized gain (loss) on investments		2.43			3.86			(0.65	)		0.44			7.58			2.23
Total income (loss) from investment operations		2.43			3.96			(0.61	)		0.51			7.60			2.37
Less Distributions to Shareholders from:
Net investment income		—			(0.10	)		(0.05	)		(0.04	)		—			(0.12	)
Net realized gain on investments		—			(1.06	)		(0.91	)		(1.35	)		(0.87	)		(0.36	)
Total distributions to shareholders		—			(1.16	)		(0.96	)		(1.39	)		(0.87	)		(0.48	)
Net Asset Value, End of Period	$	27.27	¹⁹	$	24.84		$	22.04		$	23.61		$	24.49		$	17.76
Total Return²		9.78	%¹⁹		17.90	%		(2.63	)%		2.04	%		42.81	%⁴		14.97	%⁴
Ratio of net expenses to average net assets		_0.95	_%^16,20		0.94	%		0.95	%		0.95	%		0.97	%¹⁷		0.96	%¹⁸
Ratio of gross expenses to average net assets³		0.96	%²⁰		1.03	%		1.06	%		1.07	%		1.10	%¹⁷		1.17	%¹⁸
Ratio of net investment income to average net assets²		0.00	%²⁰		0.43	%		0.17	%		0.30	%		0.07	%¹⁷		0.84	%¹⁸
Portfolio turnover		9	%¹⁹		19	%		16	%		26	%		19	%		14	%
Net assets at end of period (000’s omitted)	$	460,510		$	367,972		$	302,381		$	291,301		$	168,854		$	76,673

AMG GW&K Small Cap Core Fund

Financial Highlights

For a share outstanding throughout each period


Class Z	For the period ended June 30, 2017^** (unaudited)
Net Asset Value, Beginning of Period	$	26.13
Income from Investment Operations:
Net investment income^1,2		0.02
Net realized and unrealized gain on investments		1.13
Total income from investment operations		1.15
Net Asset Value, End of Period	$	27.28
Total Return²		4.40	%¹⁹
Ratio of net expenses to average net assets		0.90	%²⁰
Ratio of gross expenses to average net assets³		0.90	%²⁰
Ratio of net investment income to average net assets²		0.26	%²⁰
Portfolio turnover		9	%¹⁹
Net assets at end of period (000’s omitted)	$	3,557

AMG GW&K Small/Mid Cap Fund

Financial Highlights

For a share outstanding throughout each period


Class N	For the period ended June 30, 2017^** (unaudited)
Net Asset Value, Beginning of Period	$	10.35
Income from Investment Operations:
Net investment loss^1,2		0.00	^†^†
Net realized and unrealized gain on investments		0.25
Total income from investment operations		0.25
Net Asset Value, End of Period	$	10.60
Total Return²		2.42	%¹⁹
Ratio of net expenses to average net assets		1.10	%²⁰
Ratio of gross expenses to average net assets³		2.20	%²⁰
Ratio of net investment loss to average net assets²		(0.09	)%²⁰
Portfolio turnover		41	%¹⁹
Net assets at end of period (000’s omitted)	$	10


	For the six months ended June 30, 2017 (unaudited)			For the year ended December 31,			For the period from June 30, 2015 through December 31, 2015**
Class I	For the six months ended June 30, 2017 (unaudited)			2016^#
Net Asset Value, Beginning of Period	$	9.80		$	8.95		$	10.00
Income (Loss) from Investment Operations:
Net investment income (loss)^1,2		0.01			(0.03	)		(0.02	)
Net realized and unrealized gain (loss) on investments		0.80			0.89			(1.03	)
Total income (loss) from investment operations		0.81			0.86			(1.05	)
Less Distributions to Shareholders from:
Net investment income		—			(0.01	)		—
Net Asset Value, End of Period	$	10.61		$	9.80		$	8.95
Total Return²		8.27	%¹⁹		9.55	%⁴		(10.50	)%¹⁹
Ratio of net expenses to average net assets		0.94	%²⁰		0.95	%		0.95	%²⁰
Ratio of gross expenses to average net assets³		2.31	%²⁰		4.60	%		11.39	%²⁰
Ratio of net investment income (loss) to average net assets²		0.12	%²⁰		(0.38	)%		(0.39	)%²⁰
Portfolio turnover		41	%¹⁹		48	%		41	%¹⁹
Net assets at end of period (000’s omitted)	$	9,429		$	2,231		$	1,173

AMG GW&K Small/Mid Cap Fund

Financial Highlights

For a share outstanding throughout each period


Class Z	For the period ended June 30, 2017^** (unaudited)
Net Asset Value, Beginning of Period	$	10.35
Income from Investment Operations:
Net investment income^1,2		0.01
Net realized and unrealized gain on investments		0.25
Total income from investment operations		0.26
Net Asset Value, End of Period	$	10.61
Total Return²		2.51	%¹⁹
Ratio of net expenses to average net assets		0.85	%²⁰
Ratio of gross expenses to average net assets³		1.95	%²⁰
Ratio of net investment income to average net assets²		0.18	%²⁰
Portfolio turnover		41	%¹⁹
Net assets at end of period (000’s omitted)	$	2,453

Notes to Financial Highlights

The following footnotes should be read in conjunction with the Financial Highlights of the Funds previously presented in this report.

Effective February 27, 2017, AMG GW&K Enhanced Core Bond Fund Class I shares were renamed Class Z and Class S shares were renamed Class I; AMG GW&K Municipal Enhanced Yield Fund and AMG GW&K Small Cap Core Fund added Class Z shares and AMG GW&K Small/Mid Cap Fund added Class N and Class Z Shares. Effective June 23, 2017, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced Yield Fund and AMG GW&K Small Cap Core Fund Class S shares were converted to Class I Shares.

^##

Effective October 1, 2016, the Investor Class, Service Class and Institutional Class of AMG GW&K Enhanced Core Bond Fund, AMG GW&K Municipal Bond Fund, AMG GW&K Municipal Enhanced Yield Fund and AMG GW&K Small Cap Core Fund were renamed Class N, Class S and Class I, respectively, and the Institutional Class of AMG GW&K Small/Mid Cap Fund was renamed Class I.

^*	Commencement of operations was December 1, 2012.

^**	Commencement of operations was February 27, 2017.

^***	Commencement of operations was June 30, 2015.

^†	Effective December 1, 2012, Class C shares were closed to all new investors.

^†^†	Rounds to less than $0.01 per share.

¹	Per share numbers have been calculated using average shares.

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

³	Excludes the impact of expense reimbursements or fee waiver and expense reductions such as brokerage credits, but includes non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Notes 1(c) and 2 in the Notes to Financial Statements.)

⁴	The Total Return is based on the Financial Statement Net Asset Values as shown in the Financial Highlights

⁵	Includes non-routine extraordinary expenses amounting to 0.021%, 0.016%, 0.021% and 0.020% of average net assets for the Class N, Class I, Class C and Class Z, respectively.

⁶	Includes non-routine extraordinary expenses amounting to 0.004%, 0.005%, 0.004% and 0.004% of average net assets for the Class N, Class I, Class C and Class Z, respectively.

⁷	Includes non-routine extraordinary expenses amounting to 0.021% and 0.020% of average net assets for the Class N and Class I, respectively.

⁸	Includes non-routine extraordinary expenses amounting to 0.005% and 0.005% of average net assets for the Class N and Class l, respectively.

⁹	Includes non-routine extraordinary expenses amounting to 0.024% and 0.023% of average net assets for the Class N and Class l, respectively.

¹⁰	Includes non-routine extraordinary expenses amounting to 0.006% and 0.005% of average net assets for the Class N and Class l, respectively.

¹¹	Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.06) and $0.04 for the Class N and Class l, respectively. Class N net investment income rounds to less than $0.01 per share.

¹²	Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.05) and $0.05 for the Class N and Class l, respectively.

¹³	Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.11) and $0.03 for AMG GW&K Small Cap Core Fund’s Class N and Class l shares, respectively.

¹⁴	Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.09) and $0.00 for the Class N and Class l respectively.

¹⁵	Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.03 and $0.03 for the Class N and Class l, respectively.

¹⁶	Includes reduction from broker recapture amounting to 0.006% for the six months ended June 30, 2017.

¹⁷	Includes non-routine extraordinary expenses amounting to 0.015% and 0.018% of average net assets for the Class N and Class l, respectively.

¹⁸	Includes non-routine extraordinary expenses amounting to 0.008% and 0.005% of average net assets for the Class N and Class l, respectively.

¹⁹	Not annualized.

²⁰	Annualized.

Notes to Financial Statements (unaudited)

June 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds and AMG Funds II (the “Trusts”) are open-end management investment companies, organized as Massachusetts business trusts and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trusts consist of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Funds: AMG GW&K Municipal Bond Fund (“Municipal Bond”), AMG GW&K Municipal Enhanced Yield Fund (“Municipal Enhanced”), AMG GW&K Small Cap Core Fund (“Small Cap Core”) and AMG GW&K Small/Mid Cap Fund (“Small/Mid Cap”)(formerly AMG GW&K Small Cap Growth Fund) and AMG Funds II: AMG GW&K Enhanced Core Bond Fund (“Enhanced Core Bond”), each a “Fund” and collectively, the “Funds.”

Each Fund offers different classes of shares, which, effective October 1, 2016 were renamed. Enhanced Core Bond, Municipal Bond, Municipal Enhanced and Small Cap Core previously offered Investor Class shares, Service Class shares, and Institutional Class shares which were renamed to Class N, Class S and Class I, respectively; Small/Mid Cap previously offered Institutional Class shares which were renamed Class I. Effective February 27, 2017, Enhanced Core Bond Class I shares were renamed Class Z and Class S shares were renamed Class I; Municipal Enhanced Yield and Small Cap Core added Class Z shares and Small/ Mid Cap added Class N and Class Z Shares. Effective June 23, 2017, Municipal Bond, Municipal Enhanced Yield and Small Cap Core Class S shares were converted to Class I shares. Additionally, Enhanced Core Bond offers Class C shares. Small/Mid Cap commenced operations on June 30, 2015. 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 pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

Effective December 1, 2012, Class C shares of Enhanced Core Bond were closed to all new investors and will no longer be available for purchase by existing shareholders. Shareholders who redeem Class C shares of the Fund will continue to be subject to the deferred sales charges described in the prospectus. Effective November 1, 2013, Small Cap Core was closed to new investors. Please refer to Enhanced Core Bond’s and Small Cap Core’s current prospectus for additional information.

a. VALUATION OF INVESTMENTS

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 Trusts (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from the 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 for 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

Notes to Financial Statements (continued)

available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

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

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 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)

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date. 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 investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trusts and other trusts 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 gains and losses, the common expenses of each Fund and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.

Small Cap Core had certain portfolio trades directed to various brokers under a brokerage recapture program. Credits received from the brokerage recapture program are earned and paid on a monthly basis, and are recorded as expense offsets, which serve to reduce the Fund’s overall expense ratio. For the six months ended June 30, 2017, the impact on the expense ratios, if any, was $11,797, less than 0.01%.

d. DIVIDENDS AND DISTRIBUTIONS

Notes to Financial Statements (continued)

purposes; these differences will reverse at some time in the future. Permanent differences are due to redesignation of dividends paid by the fund. Temporary differences are due to differences between book and tax treatment of losses for excise tax purposes and wash sales.

e. FEDERAL TAXES

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

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of June 30, 2017, the following Fund had accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains, if any, for an unlimited time period.


	Capital Loss Carryover Amounts
Fund	Short-Term		Long-Term
Enhanced Core Bond	$	807,428	$	3,418,340

As of June 30, 2017, Municipal Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should Municipal Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap incur net capital losses for the year ending December 31, 2017, such amounts may be used to offset future realized capital gains, for an unlimited time period.

g. CAPITAL STOCK

The Trusts’ Declarations of Trust authorize for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with the issuance of shares is based on the valuation of those securities in accordance with the Funds’ policy on investment valuation.

Notes to Financial Statements (continued)

For the six months ended June 30, 2017 and the year ended December 31, 2016, the capital stock transactions by class for the Funds were as follows:


	Enhanced Core Bond												Municipal Bond
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		259,418		$	2,524,842			385,257		$	3,795,029			869,595		$	9,924,967			1,647,974		$	19,577,982
Reinvestment of distributions		12,385			120,540			27,286			268,301			17,853			204,950			75,000			856,921
Cost of shares repurchased		(296,894	)		(2,890,721	)		(853,785	)		(8,384,944	)		(889,667	)		(10,251,383	)		(1,270,324	)		(14,901,658	)

Net increase (decrease)		(25,091	)	$	(245,339	)		(441,242	)	$	(4,321,614	)		(2,219	)	$	(121,466	)		452,650		$	5,533,245

Class S:
Proceeds from sale of shares		—			—			—			—			3,078,878		$	35,271,698			10,232,475		$	121,026,163
Reinvestment of distributions		—			—			—			—			53,728			615,132			291,662			3,354,153
Cost of shares repurchased		—			—			—			—			(3,952,625	)		(45,334,584	)		(7,024,704	)		(81,937,500	)
Share class conversions		—			—			—			—			(13,649,760	)		(160,111,684	)		—			—

Net increase (decrease)		—			—			—			—			(14,469,779	)	($	169,559,438	)		3,499,433		$	42,442,816

Class I:
Proceeds from sale of shares		384,329		$	3,741,085			3,892,108		$	38,388,245			18,023,721		$	206,716,097			32,007,506		$	379,279,837
Reinvestment of distributions		35,734			348,388			77,281			766,271			549,314			6,339,479			2,035,999			23,482,851
Cost of shares repurchased		(2,917,428	)		(28,627,281	)		(834,296	)		(8,310,804	)		(13,530,171	)		(155,368,946	)		(25,376,090	)		(297,140,902	)
Share class conversions		—			—			—			—			13,603,372			160,111,684			—			—

Net increase (decrease)		(2,497,365	)	$	(24,537,808	)		3,135,093		$	30,843,712			18,646,236		$	217,798,314			8,667,415		$	105,621,786

Class C:
Proceeds from sale of shares		804		$	7,804			2,517		$	24,694			—			—			—			—
Reinvestment of distributions		3,548			34,498			9,536			93,552			—			—			—			—
Cost of shares repurchased		(218,919	)		(2,123,712	)		(353,217	)		(3,475,625	)		—			—			—			—

Net decrease		(214,567	)	$	(2,081,410	)		(341,164	)	$	(3,357,379	)		—			—			—			—

Class Z:*
Proceeds from sale of shares		274,764		$	2,670,076			2,391,953		$	23,618,757			—			—			—			—
Reinvestment of distributions		29,644			288,840			145,492			1,436,923			—			—			—			—
Cost of shares repurchased		(3,383,490	)		(32,888,281	)		(2,172,562	)		(21,122,721	)		—			—			—			—

Net increase (decrease)		(3,079,082	)	($	29,929,365	)		364,883		$	3,932,959			—			—			—			—

Notes to Financial Statements (continued)


	Municipal Enhanced												Small Cap Core
	2017						2016						2017						2016
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		649,455		$	6,221,780			569,848		$	5,963,684			99,337		$	2,552,687			171,093		$	3,879,355
Reinvestment of distributions		11,980			115,143			33,790			329,552			—			—			55,106			1,367,178
Cost of shares repurchased		(130,509	)		(1,255,112	)		(704,478	)		(7,269,369	)		(318,068	)		(8,385,230	)		(407,888	)		(9,392,744	)

Net increase (decrease)		530,926		$	5,081,811			(100,840	)	$	(976,133	)		(218,731	)	$	(5,832,543	)		(181,689	)	$	(4,146,211	)

Class S:
Proceeds from sale of shares		319,509		$	3,059,584			1,219,602		$	12,565,944			14,465		$	373,459			86,671		$	2,032,563
Reinvestment of distributions		20,245			193,539			127,122			1,234,918			—			—			29,980			750,402
Cost of shares repurchased		(891,675	)		(8,586,630	)		(1,192,382	)		(12,156,404	)		(67,689	)		(1,761,714	)		(1,074,660	)		(25,613,152	)
Share class conversions		(1,192,488	)		(11,722,161	)		—			—			(660,653	)		(17,976,373	)		—			—

Net increase (decrease)		(1,744,409	)	$	(17,055,668	)		154,342		$	1,644,458			(713,877	)	$	(19,364,628	)		(958,009	)	$	(22,830,187	)

Class I:
Proceeds from sale of shares		2,907,435		$	27,821,094			6,118,953		$	63,716,957			2,476,818		$	64,703,237			2,961,740		$	68,702,616
Reinvestment of distributions		167,286			1,604,545			835,430			8,132,689			—			—			613,419			15,384,553
Cost of shares repurchased		(2,939,024	)		(28,191,804	)		(7,243,382	)		(73,938,069	)		(1,065,498	)		(27,926,820	)		(2,480,898	)		(56,925,490	)
Share class conversions		1,194,920			11,722,161			—			—			658,716			17,976,373			—			—

Net increase (decrease)		1,330,617		$	12,955,996			(288,999	)	$	(2,088,423	)		2,070,036		$	54,752,790			1,094,261		$	27,161,679

Class Z:*
Proceeds from sale of shares		10,534		$	100,000			—			—			137,522		$	3,561,473			—			—
Reinvestment of distributions		113			1,089			—			—			—			—			—			—
Cost of shares repurchased		—			—			—			—			(7,121	)		(182,715	)		—			—

Net increase		10,647		$	101,089			—			—			130,401		$	3,378,758			—			—

Notes to Financial Statements (continued)


	Small/Mid Cap
	2017						2016
	Shares			Amount			Shares			Amount
Class N:*
Proceeds from sale of shares		967		$	10,000			—			—
Reinvestment of distributions		—			—			—			—
Cost of shares repurchased		—			—			—			—

Net increase		967		$	10,000			—			—


Class I:
Proceeds from sale of shares		666,043		$	6,971,962			148,293		$	1,303,687
Reinvestment of distributions		—			—			114			1,126
Cost of shares repurchased		(4,787	)		(49,163	)		(51,818	)		(463,032	)

Net increase		661,256		$	6,922,799			96,589		$	841,781


Class Z:*
Proceeds from sale of shares		232,146		$	2,410,000			—			—
Reinvestment of distributions		—			—			—			—
Cost of shares repurchased		(966	)		(9,742	)		—			—

Net increase		231,180		$	2,400,258			—

^*	Commencement of operations was February 27, 2017.

At June 30, 2017, certain unaffiliated shareholders of record, including omnibus accounts, individually or collectively held greater than 10% of the net assets of the Funds as follows: Enhanced Core Bond - two own 39%; Municipal Bond - two own 69%; Municipal Enhanced - two own 83%; Small Cap Core - four own 78% and Small/Mid Cap - three own 96%. Transactions by these shareholders may have a material impact on their respective Fund.

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party repurchase agreements for temporary cash management purposes and joint third-party 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 Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At June 30, 2017, the market value of Repurchase Agreements outstanding for Enhanced Core Bond, Small Cap Core and Small/Mid Cap were $118,595, $38,113,535 and $705,769, respectively.

i. DELAYED DELIVERY TRANSACTIONS AND WHEN-ISSUED SECURITIES

The Funds may enter into securities transactions on a delayed delivery or when issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Funds’ Schedules of Portfolio Investments. With respect to purchase commitments, the Funds identify securities as segregated in their records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

Notes to Financial Statements (continued)

subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by GW&K Investment Management, LLC (“GW&K”), who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in GW&K.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. The Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:


Enhanced Core Bond^**	0.30	%
Municipal Bond^*
on first $25 million	0.35	%
on next $25 million	0.30	%
on next $50 million	0.25	%
on balance over $100 million	0.20	%
Municipal Enhanced^**	0.45	%
Small Cap Core^**	0.70	%
Small/Mid Cap^**	0.65	%

^*	Effective October 1, 2016, Municipal Bond changed to a tiered management fee structure. Prior to October 1, 2016, the annual rate for Municipal Bond’s investment management fee was 0.35% of the Fund’s average daily net assets.

^**	Prior to February 27, 2017, the annual rate for the investment management fees were 0.45%, 0.50%, 0.75% and 0.75% of the average daily net assets for Enhanced Core Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap, respectively.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Enhanced Core Bond, Municipal Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap to 0.48%, 0.34%, 0.59%, 0.90% and 0.85%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances. Prior to February 27, 2017, the expense cap was 0.59%, 0.64%, 0.95% and 0.95% of the average daily net assets for Enhanced Core Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap, respectively. 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 the 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 June 30, 2017, each Fund’s expiration of recoupment are as follows:


	Enhanced		Municipal
Expiration Period	Core Bond		Bond
Less than 1 year*	$	219,391	$	1,683,544
Within 2 years		209,871		2,563,791
Within 3 years		257,711		1,265,508

Total Amount Subject to Recoupment	$	686,973	$	5,512,843



Expiration Period	Municipal Enhanced		Small Cap Core
Less than 1 year*	$	231,939	$	411,068
Within 2 years		211,246		413,891
Within 3 years		235,140		144,121

Total Amount Subject to Recoupment	$	678,325	$	969,080


Expiration Period	Small/Mid Cap
Less than 1 year*		—
Within 2 years	$	74,869
Within 3 years		62,899

Total Amount Subject to Recoupment	$	137,768

^*	A portion of this represents the expiration amount through the year ending December 31, 2017 of $105,788, $539,558, $94,538, $150,166 for Enhanced Core Bond, Municipal Bond, Municipal Enhanced and Small Cap Core, respectively.

The Trusts, on behalf of the Funds, have entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Funds’ operations, including administration and shareholder services to each Fund as further described in each Fund’s prospectus. Effective October 1, 2016, 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. Prior to October 1, 2016, Enhanced Core Bond, Municipal Bond, Municipal Enhanced, Small Cap Core and Small/Mid Cap paid an administration fee under a similar contract at an annual rate of 0.20%, 0.25%, 0.25%, 0.25% and 0.25%, respectively, of each Fund’s average daily net assets.

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.

Notes to Financial Statements (continued)

The Trusts have adopted a distribution and service plan (the “Plan”) with respect to the Class N shares of each Fund and Class C shares of Enhanced Core Bond, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset based sales charges. Pursuant to the Plan, each Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each Fund’s Class N shares and Enhanced Core Bond Class C shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributors up to 0.25% and 1.00% annually of each Fund’s average daily net assets attributable to Class N and Class C shares, respectively. The Plan further provides for periodic payments by the Trust or the Distributor to brokers, dealers and other financial intermediaries for providing shareholder services and for promotional and other sales related costs. The portion of payments made under the plan by Class C shares or Class N shares for shareholder servicing may not exceed an annual rate of 0.25% of the average daily net asset value of each Fund’s shares of that class owned by clients of such broker, dealer or financial intermediary.

For Enhanced Core Bond’s Class I shares and for each of the Class N and Class I shares of Municipal Bond, Municipal Enhanced and Small Cap Core, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to each financial intermediary such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. There are no shareholder servicing fees authorized for Class Z. 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 June 30, 2017, were as follows:


	Maximum			Actual
	Annual Amount			Amount
Fund	Approved			Incurred
Enhanced Core Bond
Class I		0.10	%		0.10	%
Municipal Bond
Class N		0.15	%		0.11	%
Class I*		0.05	%		0.03	%
Municipal Enhanced
Class N		0.15	%		0.15	%
Class I*		0.05	%		0.03	%
Small Cap Core
Class N		0.15	%		0.15	%
Class I*		0.05	%		0.04	%
Small/Mid Cap
Class N		0.15	%		0.00	%
Class I*		0.10	%		0.07	%

^*	Prior to February 27, 2017, Class I shares did not incur shareholder servicing fees.

The Securities and Exchange Commission (the “SEC”) has granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The 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 June 30, 2017, the following Funds either borrowed from or lent to other Funds in the AMG Funds family: Small Cap Core lent a maximum of $6,200,680 for five days earning interest in the amount of $414, and Municipal Enhanced lent $1,410,972 for one day earning interest in the amount of $68. The interest amount is included in the Statement of Operations as interest income. Enhanced Core Bond borrowed $4,417,211 for one day paying interest of $2,274. The interest expense amount is included in the Statement of Operations as miscellaneous expense. For the six months ended June 30, 2017, Municipal Bond and Small/Mid Cap Growth neither borrowed from nor lent to other Funds in the AMG Funds family. At June 30, 2017, 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 June 30, 2017, were as follows:


	Long-Term Securities
Fund	Purchases		Sales
Enhanced Core Bond	$	17,454,213	$	50,295,925
Municipal Bond		148,559,611		97,652,007
Municipal Enhanced		64,876,312		64,041,225
Small Cap Core		70,210,243		42,329,488
Small/Mid Cap		10,436,620		2,133,211


	U.S. Government Obligations
Fund	Purchases		Sales
Enhanced Core Bond	$	4,384,015	$	21,777,424

4. PORTFOLIO SECURITIES LOANED

Notes to Financial Statements (continued)

services under the Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102%, 105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

At June 30, 2017, the value of the securities loaned and cash collateral received, were as follows:


	Securities		Cash Collateral
Fund	Loaned		Received
Enhanced Core Bond	$	114,976	$	118,595
Small Cap Core		37,276,554		38,113,535
Small/Mid Cap		694,208		705,769

5. COMMITMENTS AND CONTINGENCIES

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

6. MASTER NETTING AGREEMENTS

Notes to Financial Statements (continued)

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of June 30, 2017:


			Gross Amount Not Offset in the Statement of Assets and Liabilities
	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments Collateral		Cash Collateral Received		Net Amount
Enhanced Core Bond
BNP Paribas S.A.	$	4,989	$	4,989		—		—
Cantor Fitzgerald Securities, Inc.		104,549		104,549		—		—
HSBC Securities USA, Inc.		6,074		6,074		—		—
Jefferies LLC		2,983		2,983		—		—

Totals	$	118,595	$	118,595		—		—

Small Cap Core
BNP Paribas S.A.	$	1,222,752	$	1,222,752		—		—
Cantor Fitzgerald Securities, Inc.		9,052,243		9,052,243		—		—
Daiwa Capital Markets America		9,052,243		9,052,243		—		—
HSBC Securities USA, Inc.		1,488,359		1,488,359		—		—
Jefferies LLC		731,015		731,015		—		—
Nomura Securities International, Inc.		7,514,723		7,514,723		—		—
State of Wisconsin Investment Board		9,052,200		9,052,200		—		—

Totals	$	38,113,535	$	38,113,535		—		—

Small/Mid Cap
BNP Paribas S.A.	$	29,695	$	29,695		—		—
Citigroup Global Markets, Inc.		622,175		622,175		—		—
HSBC Securities USA, Inc.		36,146		36,146		—		—
Jefferies LLC		17,753		17,753		—		—

Totals	$	705,769	$	705,769		—		—

7. REGULATORY UPDATES

On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X which sets forth the form and content of financial statements. Management has evaluated the implications of adopting these amendments and has determined there is no material impact on the financial statements and accompanying notes.

8. SUBSEQUENT EVENTS

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

AMG GW&K Small Cap Core Fund, AMG GW&K Small/Mid Cap Fund (formerly AMG GW&K Small Cap Growth Fund), AMG GW&K Municipal Enhanced Yield Fund, AMG GW&K Municipal Bond Fund and AMG GW&K Enhanced Core Bond Fund: Approval of Investment Management and Subadvisory Agreements on June 28-29, 2017.

At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”) of each of AMG Funds and AMG Funds II (each, a “Trust” and collectively, the “Trusts”), and separately a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) and each Trust for each of AMG GW&K Small Cap Core Fund, AMG GW&K Small/Mid Cap Fund (formerly AMG GW&K Small Cap Growth Fund), AMG GW&K Municipal Enhanced Yield Fund, AMG GW&K Municipal Bond Fund and AMG GW&K Enhanced Core Bond Fund (each, a “Fund,” and collectively, the “Funds”) and separately each of Amendment No. 1, Amendment No. 2 dated July 1, 2015, and Amendment No. 3 dated October 1, 2016, to the Investment Management Agreement with AMG Funds II and separately each of Amendment No. 1 dated July 1, 2015, and Amendment No. 2 dated October 1, 2016, to the Investment Management Agreement with AMG Funds (collectively, the “Investment Management Agreement”) and (ii) the Subadvisory Agreements, as amended at any time prior to the date of the meeting, with respect to 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, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadviser under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management and 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.

portfolio management duties; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreements and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to each Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect to each Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trusts in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to or replacements of the Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents 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

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

Board shall reasonably request consistent with the Investment Management Agreements and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreements and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.

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

PERFORMANCE.

relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about each Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy. The Board noted the Investment Manager’s 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.

With respect to AMG GW&K Small Cap Core Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, above, above and above, respectively, the median performance of the Peer Group and below, below, above and above, respectively, the performance of the Fund Benchmark, the Russell 2000^® Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent underperformance relative to the Peer Group and Fund Benchmark. The Trustees noted that Class N shares of the Fund ranked in the top quintile relative to its Peer Group for the 10-year period and in the second quartile relative to its Peer Group for the 3-year and 5-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory.

With respect to AMG GW&K Small/Mid Cap Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year period ended March 31, 2017 and for the period from the Fund’s inception on June 30, 2015 through March 31, 2017 was

below the median performance for the Peer Group and below the performance of the Fund Benchmark, the Russell 2500^® Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s underperformance and any actions being taken to address such performance. The Trustees noted that Class I shares of the Fund ranked in the third quintile relative to its Peer Group for the 1-year period. The Trustees also took into account the Fund’s relatively short performance history and the fact that the Fund made recent changes to its principal investment strategy. The Trustees concluded that the Fund’s performance is being addressed.

With respect to AMG GW&K Municipal Enhanced Yield Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, above, below and above, respectively, the median performance of the Peer Group and below, above, above and above, respectively, the performance of the Fund Benchmark, the Bloomberg Barclays U.S. Municipal Bond BAA Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent underperformance. The Trustees noted that the Fund’s longer-term performance results ranked strongly relative to the Fund Benchmark and that Class I shares of the Fund ranked in the top quartile relative to its Peer Group for the 10-year period and in the second quintile relative to its Peer Group for the 3-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

With respect to AMG GW&K Municipal Bond Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year and 5-year periods ended March 31, 2017 and for the

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

period from the Fund’s inception on June 30, 2009 through March 31, 2017 was below, above, above and above, respectively, the median performance of the Peer Group and below the performance of the Fund Benchmark, the Bloomberg Barclays 10-Year Municipal Bond Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s underperformance relative to its Peer Group and the Fund Benchmark. The Trustees also noted that Class I shares of the Fund ranked in the top quintile relative to its Peer Group since inception and in the top quartile relative to its Peer Group for the 3-year and 5-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

With respect to AMG GW&K Enhanced Core Bond Fund, among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class Z shares (which share class has one of the earliest inception dates and the largest amount of assets of all the share classes of the Fund with that inception date) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, below, below and above, respectively, the median performance of the Peer Group and above, below, below and above, respectively, the performance of the Fund Benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index. The Trustees took into account management’s discussion of the Fund’s performance, including its more recent improved performance relative to the Fund Benchmark. The Trustees noted that Class Z shares of the Fund ranked in the second quintile relative to its Peer Group for the 10-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

ADVISORY AND SUBADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including

any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as Investment Manager and sponsor of the Funds and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the various changes in management, administrative and shareholder servicing fee rates that were implemented during the past year for the applicable Funds, noting that the Investment Manager provides administrative and shareholder services to the Funds pursuant to an Administration Agreement with the 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 also noted any payments that were made from the Subadviser to the Investment Manager, and any other payments made or to be made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset levels of the Funds, and the impact on profitability of both the current asset levels and any future growth of assets of the Funds.

In considering the cost of services to be provided by the Investment Manager under each Investment Management Agreement and the profitability to the Investment Manager of its relationship with the Funds, the Trustees noted the undertaking by the Investment Manager to maintain contractual expense limitations for the Funds. The Board also took into account management’s discussion of the advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under each Investment Management Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant

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

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

With respect to AMG GW&K Small Cap Core Fund, 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, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that, effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to lower the Fund’s

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

contractual expense limitation from 0.95% to 0.90% of the Fund’s net annual operating expenses (subject to certain excluded expenses). The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG GW&K Small/Mid Cap Fund, 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, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.85%.The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG GW&K Municipal Enhanced Yield Fund, 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, 2017 were higher and lower, respectively, than the average for the Fund’s Peer Group. The Trustees took into account the fact that, effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to lower the Fund’s contractual expense limitation from 0.64% to 0.59% of the Fund’s net

annual operating expenses (subject to certain excluded expenses). The Board also took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG GW&K Municipal Bond Fund, 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, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through May 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.34%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG GW&K Enhanced Core Bond Fund, 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, 2017 were lower and higher, respectively, than the average for the Peer Group. The Trustees took into account the fact that, effective February 27, 2017, the Investment Manager has contractually agreed, through May 1, 2018, to lower the Fund’s contractual expense

limitation from 0.59% to 0.48% of the Fund’s net annual operating expenses (subject to certain excluded expenses). The Trustees also took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.

* * * *

After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management and Subadvisory Agreements: (a) the Investment Manager has demonstrated that it possesses the resources and capability to perform its duties under each Investment Management Agreement; (b) the Subadviser has the resources to perform its duties under each Subadvisory Agreement and is qualified to manage each Fund’s assets in accordance with its investment objectives and policies; and (c) the Investment Manager and Subadviser maintain appropriate compliance programs.

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of each Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 28-29, 2017, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement for each Fund and the Subadvisory Agreements for each Fund.

THIS PAGE INTENTIONALLY LEFT BLANK

LOGO

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300

Greenwich, CT 06830

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300

Greenwich, CT 06830

(800) 835-3879

SUBADVISER

GW&K Investment Management, LLC

222 Berkeley St.

Boston, MA 02116

CUSTODIAN

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt A. Keilhacker

Steven J. Paggioli

Richard F. Powers, III

Eric Rakowski

Victoria L. Sassine

Thomas R. Schneeweis

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

Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.

www.amgfunds.com |

LOGO

AFFILIATE SUBADVISED FUNDS

BALANCED FUNDS

AMG Chicago Equity Partners Balanced

Chicago Equity Partners, LLC

AMG FQ Global Risk-Balanced

First Quadrant, L.P.

EQUITY FUNDS

AMG Chicago Equity Partners Small Cap Value

Chicago Equity Partners, LLC

AMG FQ Tax-Managed U.S. Equity

AMG FQ U.S. Equity

First Quadrant, L.P.

AMG Frontier Small Cap Growth

Frontier Capital Management Company, LLC

AMG GW&K Small Cap Core

AMG GW&K Small/Mid Cap Growth

AMG GW&K U.S. Small Cap Growth

GW&K Investment Management, LLC

AMG Renaissance International Equity

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

AMG River Road Dividend All Cap Value

AMG River Road Dividend All Cap Value II

AMG River Road Focused Absolute Value

AMG River Road Long-Short

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

AMG SouthernSun Small Cap

AMG SouthernSun Global Opportunities

AMG SouthernSun U.S. Equity

SouthernSun Asset Management, LLC

AMG Systematic Large Cap Value

AMG Systematic Mid Cap Value

Systematic Financial Management, L.P.

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

AMG Trilogy Emerging Markets Equity

AMG Trilogy Emerging Wealth Equity

Trilogy Global Advisors, L.P.

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

AMG GW&K Enhanced Core Bond

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

OPEN-ARCHITECTURE FUNDS

ALTERNATIVE FUNDS

AMG Managers Lake Partners LASSO Alternative

Lake Partners, Inc.

BALANCED FUNDS

AMG Managers Montag & Caldwell Balanced

Montag & Caldwell, LLC

EQUITY FUNDS

AMG Managers Brandywine

AMG Managers Brandywine Advisors Mid Cap

Growth

AMG Managers Brandywine Blue

Friess Associates, LLC

AMG Managers Cadence Emerging Companies

AMG Managers Cadence Mid Cap

Cadence Capital Management, LLC

AMG Managers CenterSquare Real Estate

CenterSquare Investment Management, Inc.

AMG Managers Emerging Opportunities

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

AMG Managers Essex Small/Micro Cap Growth

Essex Investment Management Co., LLC

AMG Managers Fairpointe Focused Equity

AMG Managers Fairpointe Mid Cap

Fairpointe Capital LLC

AMG Managers Guardian Capital Global Dividend

Guardian Capital LP

AMG Managers LMCG Small Cap Growth

LMCG Investments, LLC

AMG Managers Montag & Caldwell Growth

AMG Managers Montag & Caldwell Mid Cap Growth

Montag & Caldwell, LLC

AMG Managers Pictet International

Pictet Asset Management Limited

AMG Managers Silvercrest Small Cap

Silvercrest Asset Management Group LLC

AMG Managers Skyline Special Equities

Skyline Asset Management, L.P.

AMG Managers Special Equity

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

AMG Managers Value Partners Asia Dividend

Value Partners Hong Kong Limited

FIXED INCOME FUNDS

AMG Managers Amundi Intermediate

Government

AMG Managers Amundi Short Duration

Government

Amundi Smith Breeden LLC

AMG Managers Doubleline Core Plus Bond

DoubleLine Capital LP

AMG Managers Global Income Opportunity

AMG Managers Loomis Sayles Bond

Loomis, Sayles & Co., L.P.


SAR019-0617		\| www.amgfunds.com


		SEMI-ANNUAL REPORT

AMG Funds

June 30, 2017

AMG Managers High Yield Fund

Class N: MHHAX | Class I: MHHYX |


www.amgfunds.com		SAR084-0617

AMG FUNDS

Semi-Annual Report—June 30, 2017 (unaudited)


TABLE OF CONTENTS	PAGE

ABOUT YOUR FUND’S EXPENSES		2

FUND PERFORMANCE		3

FUND SNAPSHOT AND SCHEDULE OF PORTFOLIO INVESTMENTS

AMG Managers High Yield Fund		4

NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS		6

FINANCIAL STATEMENTS

Statement of Assets and Liabilities		8
Balance sheet, net asset value (NAV) per share computations and cumulative undistributed amounts

Statement of Operations		9
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the period

Statements of Changes in Net Assets		10
Detail of changes in assets for the past two periods

Financial Highlights		11
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

Notes to Financial Statements		13
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		18

About Your Fund’s Expenses (unaudited)

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES


	Expense			Beginning		Ending		Expenses
	Ratio for			Account Value		Account Value		Paid During
Six Months Ended June 30, 2017	the Period			01/01/17		06/30/17		the Period*
AMG Managers High Yield Fund
Class N
Based on Actual Fund Return		1.15	%	$	1,000	$	1,040	$	5.82
Hypothetical (5% return before expenses)		1.15	%	$	1,000	$	1,019	$	5.76
Class I
Based on Actual Fund Return		0.90	%	$	1,000	$	1,041	$	4.55
Hypothetical (5% return before expenses)		0.90	%	$	1,000	$	1,020	$	4.51

*	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent half-year (181), then divided by 365.

Fund Performance (unaudited)

Periods ended June 30, 2017

The table below shows the average annual total returns for the periods indicated for the AMG Managers High Yield Fund and the Bloomberg Barclays U.S. Corporate High Yield Index for the same time periods ended June 30, 2017.


Average Annual Total Returns¹	Six			One			Five			Ten
Average Annual Total Returns¹	Months*			Year			Years			Years
AMG Managers High Yield Fund^{2,3,4,5,6,7,8,9}
Class N¹⁰		3.95	%		11.20	%		5.81	%		6.18	%
Class I¹⁰		4.09	%		11.58	%		6.08	%		6.47	%
Bloomberg Barclays U.S. Corporate High Yield Index¹¹		4.93	%		12.70	%		6.89	%		7.67	%

Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call (800) 835-3879 or visit our website at www.amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

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

*	Not annualized.

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 June 30, 2017. All returns are in U.S. dollars ($).

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

³	A short term redemption fee of 2% will be charged on shares held less than 90 days.

⁴

The Fund is subject to risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall.

⁵

⁶	Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.

⁷	To the extent that the Fund invests in asset-backed or mortgage-backed securities, its exposure to prepayment and extension risks may be greater than investments in other fixed income securities.

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

⁹	The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

¹⁰	Effective October 1, 2016, the Investor Class and Institutional Class were renamed Class N and Class I, respectively.

¹¹

The Bloomberg Barclays U.S. Corporate High Yield Bond Index is a total return performance benchmark for USD-denominated, high yield, fixed-rate corporate bonds having a maximum quality rating of Ba1 (as determined by the middle of the Moody’s, Fitch, and S&P ratings). Unlike the fund, the Bloomberg Barclays U.S. Corporate High Yield Bond Index is unmanaged is not available for investment, and does not incur expenses.

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

AMG Managers High Yield Fund

Fund Snapshots (unaudited)

June 30, 2017

PORTFOLIO BREAKDOWN


	AMG Managers
Sector	High Yield Fund*
Industrials		1.1	%
Warrants		0.0	%
Other Assets and Liabilities		98.9	%

* As a percentage of net assets.

	AMG Managers
Rating	High Yield Fund^***
Caa & lower		100.0	%
N/R		0.0	%^#

***	As a percentage of market value of preferred and fixed-income securities.

#	Less than 0.05%.

TOP TEN HOLDINGS


	% of
Security Name	Net Assets
Jack Cooper Holdings Corp., 9.250%, 06/01/20		0.5	%
21st Century Oncology, Inc., 11.000%, 05/01/23		0.3
UCI International Holdings, Inc.		0.3
Noranda Aluminum Acquisition Corp., 11.000%, 06/01/19		0.0	^#
Quebecor World, Escrow, 6.500%, 08/01/27		0.0	^#

Top Ten as a Group		1.1	%

AMG Managers High Yield Fund

Schedule of Portfolio Investments (unaudited)

June 30, 2017


	Principal Amount		Value
Corporate Bonds and Notes - 0.8%
Industrials - 0.8%
21st Century Oncology, Inc., 11.000%, 05/01/23 (a)^1,2	$	66,474	$	40,882
Jack Cooper Holdings Corp., 9.250%, 06/01/20 (b)²		120,000		60,000
Noranda Aluminum Acquisition Corp., 11.000%, 06/01/19³		35,000		2
Quebecor World, Escrow, 6.500%, 08/01/27^*,2		165,000		16
Total Industrials				100,900
Total Corporate Bonds and Notes (cost $236,974)				100,900

	Shares
Common Stocks - 0.3%
Industrials - 0.3%
UCI International Holdings, Inc.² (cost $6,325)		2,523		37,845
Warrants - 0.0%
Industrials - 0.0%
Jack Cooper Enterprises, 04/26/27^*,2 (cost $1,198)		175		—
Short-Term Investments - 100.4%
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.90%⁴ (cost $12,481,988)		12,481,988		12,481,988
Total Investments - 101.5% (cost $12,726,485)				12,620,733
Other Assets, less Liabilities - (1.5)%				(191,012	)
Net Assets - 100.0%			$	12,429,721

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

Notes to Schedule of Portfolio Investments (unaudited)

The following footnotes should be read in conjunction with the Schedule of Portfolio Investments previously presented in this report.

Based on the approximate cost of investments of $12,815,210 for federal income tax purposes at June 30, 2017, the aggregate gross unrealized appreciation and depreciation were $31,520 and $225,997, respectively, resulting in net unrealized depreciation of investments of $194,477.

*	Non-income producing security.

(a)	Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified buyers. At June 30, 2017, the value of these securities amounted to $40,882, or 0.3% of net assets.

(b)	Step Bond: A debt instrument with either deferred interest payments or an interest rate that resets at specific times during its term.

¹	Variable Rate Security: The rate listed is as of June 30, 2017 and is periodically reset subject to terms and conditions set forth in the debenture.

Illiquid Security: A security not readily convertible into cash such as a stock, bond or commodity that is not actively traded and would be difficult to sell in a timely sale. The Fund may not invest more than 15% of its net assets in illiquid securities. The market value of illiquid securities at June 30, 2017, amounted to $138,743 or 1.1% of net assets.

³	Security is in default. Issuer has failed to make a timely payment of either principal or interest or has failed to comply with some provision of the bond indenture.

⁴	Yield shown represents the June 30, 2017, 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.

Notes to 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 June 30, 2017: (See Note 1(a) in the Notes to the Financial Statements.)


	Quoted Prices in Active Markets		Significant Other		Significant
	for Identical Investments		Observable Inputs		Unobservable Inputs
	Level 1		Level 2		Level 3		Total
AMG Managers High Yield Fund
Investments in Securities
Corporate Bonds and Notes
Industrials		—	$	40,884	$	60,016	$	100,900
Common Stocks
Industrials		—		—		37,845		37,845
Warrants		—		—		—		—
Short-Term Investments	$	12,481,988		—		—		12,481,988
Total Investments in Securities
Total Investments in Securities
	$	12,481,988	$	40,884	$	97,861	$	12,620,733

The following table below is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value at June 30, 2017:


							Floating Rate
	Common			Corporate			Senior Loan
AMG Managers High Yield Fund	Stock			Bond			Interests*			Total
Balance as of December 31, 2016	$	97,532		$	179,150		$	372,957		$	649,639
Accrued discounts (premiums)		—			—			(17	)		(17	)
Realized gain (loss)		8,584			—			(3,985	)		4,599
Change in unrealized appreciation (depreciation)		(39,516	)		—			3,519			(35,997	)
Purchases		—			—			—			—
Sales		(66,600	)		(179,134	)		(274,385	)		(520,119	)
Transfers in to Level 3		37,845			60,000			—			97,845
Transfers out of Level 3		—			—			(98,089	)		(98,089	)
Balance as of June 30, 2017	$	37,845		$	60,016			—		$	97,861
Net change in unrealized appreciation (depreciation) on investments still held at June 30, 2017		—			—			—			—

The following table summarizes the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy as of June 30, 2017. The table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Fund’s fair value measurements:

Quantitative Information about Level 3 Fair Value Measurements

Fair Value as of

Valuation

Unobservable

June 30, 2017

Technique(s)

Inputs

Range

Average

AMG Managers High Yield Fund

Corporate Bonds

60,016

Transaction Price

Price

N/A

Floating Rate Senior Loan Interests

37,845

Unadjusted Price from Third Party

Price

N/A

Total

97,861

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

Statement of Assets and Liabilities (unaudited)

June 30, 2017


	AMG
	Managers
	High Yield
	Fund
Assets:
Investments at value*	$	12,620,733
Receivable for investments sold		90,590
Receivable for Fund shares sold		3,829
Dividends, interest and other receivables		5,772
Receivable from affiliate		8,923
Prepaid expenses		12,269
Total assets		12,742,116
Liabilities:
Due to Custodian		953
Payable for Fund shares repurchased		234,833
Accrued expenses:
Investment advisory and management fees		6,829
Administrative fees		1,862
Distribution fees - Class N		2,508
Professional fees		6,997
Other		58,413
Total liabilities		312,395
Net Assets	$	12,429,721
Net Assets Represent:
Paid-in capital	$	15,762,829
Accumulated net investment loss		(27,828	)
Accumulated net realized loss from investments		(3,199,528	)
Net unrealized depreciation of investments and foreign currency translations		(105,752	)
Net Assets	$	12,429,721
* Investments at cost	$	12,726,485
Class N Shares:
Net Assets	$	10,103,443
Shares outstanding		1,293,528
Net asset value, offering and redemption price per share	$	7.81
Class I Shares:
Net Assets	$	2,326,278
Shares outstanding		294,949
Net asset value, offering and redemption price per share	$	7.89

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

Statement of Operations (unaudited)

For the six months ended June 30, 2017


	AMG
	Managers
	High Yield
	Fund
Investment Income:
Dividend income	$	6,476
Interest income		573,114
Securities lending income		7
Total investment income		579,597
Expenses:
Investment advisory and management fees		56,070
Administrative fees		15,292
Distribution fees - Class N		21,767
Professional fees		28,667
Registration fees		24,413
Custodian fees		21,173
Transfer agent fees		8,317
Trustees fees and expenses		404
Miscellaneous		376
Total expenses before offsets		176,479
Expense reimbursements		(62,960	)
Net expenses		113,519
Net investment income		466,078
Net Realized and Unrealized Gain:
Net realized gain on investments		348,853
Net change in unrealized appreciation of investments		41,705
Net realized and unrealized gain		390,558
Net increase in net assets resulting from operations	$	856,636

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

Statements of Changes in Net Assets

For the six months ended June 30,2017 (unaudited) and the year ended December 31, 2016


	AMG Managers High Yield Fund
	2017			2016^#
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment income	$	466,078		$	1,444,502
Net realized gain (loss) on investments		348,853			(1,386,126	)
Net change in unrealized appreciation (depreciation) of investments		41,705			3,516,250
Net increase in net assets resulting from operations		856,636			3,574,626
Distributions to Shareholders:
From net investment income:
Class N		(420,917	)		(1,310,115	)
Class I		(79,072	)		(151,435	)
From net realized gain on investments:
Class N		—			—
Class I		—			—
Total distributions to shareholders		(499,989	)		(1,461,550	)
Capital Share Transactions:¹
Net decrease from capital share transactions		(11,079,117	)		(8,405,321	)
Total decrease in net assets		(10,722,470	)		(6,292,245	)
Net Assets:
Beginning of period		23,152,191			29,444,436
End of period	$	12,429,721		$	23,152,191
End of period undistributed (distributions in excess of) net investment income	($	27,828	)	$	6,083

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

#	Effective October 1, 2016, the Fund’s share classes were renamed as described in Note 1 of the Notes to the Financial Statements.

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

AMG Managers High Yield Fund

Financial Highlights

For a share outstanding throughout each period


	For the six
	months ended June 30, 2017			For the years ended December 31,
Class N	(unaudited)			2016^#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	7.70		$	7.07		$	7.84		$	8.09		$	8.07		$	7.51
Income (loss) from Investment Operations:
Net investment income^1,2		0.18			0.41			0.42			0.42			0.47			0.54
Net realized and unrealized gain (loss) on investments		0.12			0.64			(0.77	)		(0.26	)		0.02			0.56
Total income (loss) from investment operations		0.30			1.05			(0.35	)		0.16			0.49			1.10
Less Distributions to Shareholders from:
Net investment income		(0.19	)		(0.42	)		(0.42	)		(0.41	)		(0.47	)		(0.54	)
Net Asset Value, End of Period	$	7.81		$	7.70		$	7.07		$	7.84		$	8.09		$	8.07
Total Return¹		3.95	%⁷		15.25	%		(4.77	)%		1.99	%		6.21	%⁴		15.12	%⁴
Ratio of net expenses to average net assets		1.15	%⁸		1.15	%		1.15	%		1.15	%		1.17	%⁵		1.15	%⁶
Ratio of gross expenses to average net assets³		1.77	%⁸		1.77	%		1.68	%		1.67	%		1.70	%⁵		1.73	%⁶
Ratio of net investment income to average net assets¹		4.54	%⁸		5.57	%		5.41	%		5.12	%		5.76	%⁵		6.87	%⁶
Portfolio turnover		7	%⁷		31	%		42	%		40	%		39	%		48	%
Net assets at end of period (000’s omitted)	$	10,103		$	20,415		$	27,020		$	34,709		$	31,751		$	30,817

	For the six
	months ended June 30, 2017			For the years ended December 31,
Class I	(unaudited)			2016^#			2015			2014			2013			2012
Net Asset Value, Beginning of Period	$	7.78		$	7.14		$	7.92		$	8.18		$	8.16		$	7.59
Income (loss) from Investment Operations:
Net investment income^1,2		0.19			0.43			0.44			0.44			0.49			0.56
Net realized and unrealized gain (loss) on investments		0.13			0.65			(0.78	)		(0.26	)		0.02			0.58
Total income (loss) from investment operations		0.32			1.08			(0.34	)		0.18			0.51			1.14
Less Distributions to Shareholders from:
Net investment income		(0.21	)		(0.44	)		(0.44	)		(0.44	)		(0.49	)		(0.57	)
Net Asset Value, End of Period	$	7.89		$	7.78		$	7.14		$	7.92		$	8.18		$	8.16
Total Return¹		4.09	%⁷		15.60	%		(4.56	)%		2.16	%		6.47	%		15.46	%
Ratio of net expenses to average net assets		0.90	%⁸		0.90	%		0.90	%		0.90	%		0.92	%⁵		0.90	%⁶
Ratio of gross expenses to average net assets³		1.52	%⁸		1.52	%		1.43	%		1.42	%		1.45	%⁵		1.48	%⁶
Ratio of net investment income to average net assets¹		4.79	%⁸		5.80	%		5.65	%		5.37	%		6.01	%⁵		7.12	%⁶
Portfolio turnover		7	%⁷		31	%		42	%		40	%		39	%		48	%
Net assets at end of period (000’s omitted)	$	2,326		$	2,737		$	2,424		$	3,131		$	2,765		$	2,538

AMG Managers High Yield Fund

Financial Highlights

For a share outstanding throughout each period

Notes to Financial Highlights

#	Effective October 1, 2016, the Investor Class and Institutional Class of AMG Managers High Yield Fund were renamed Class N and Class I, respectively.

¹	Total returns and net investment income would have been lower had certain expenses not been offset.

²	Per share numbers have been calculated using average shares.

³	Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Notes 1(c) and 2 in the Notes to Financial Statements.)

⁴	The total return is based on the Financial Statement Net Asset Values as shown in the Financial Highlights.

⁵	Includes non-routine extraordinary expenses amounting to 0.020% and 0.021% of average net assets for the Class N and Class I, respectively.

⁶	Includes non-routine extraordinary expenses amounting to 0.005% and 0.004% of average net assets for the Class N and Class I, respectively.

⁷	Not annualized.

⁸	Annualized.

Notes to Financial Statements (unaudited)

June 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds II (the “Trust”) is an open-end management investment company, organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report is AMG Managers High Yield Fund (the “Fund”).

The Fund offers different classes of shares, which, effective October 1, 2016, were renamed. The Fund previously offered Investor Class shares and Institutional Class shares which were renamed to Class N and Class I, respectively. Each class represents an interest in the same assets of the Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

At a meeting held on June 8, 2017, the Board of Trustees of the Trust (the “Board”) approved a plan to liquidate and terminate the Fund (the “Liquidation”), which is expected to occur on or about August 31, 2017 (the “Liquidation Date”). In conjunction with the Liquidation a majority of the Fund’s positions have been sold off.

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

a. VALUATION OF INVESTMENTS

to other securities which are considered comparable in credit rating, interest rate, due date and other features (generally referred to as “matrix pricing”) or other similar pricing methodologies. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between such securities and yield to maturity in determining value.

The Fund’s portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third-party pricing services approved by the Board. Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from the Investment Manager are the committees appointed by the Board to make fair value determinations. The Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

Notes to Financial Statements (continued)

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

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

The three-tier hierarchy of inputs is summarized below:

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

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)

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

basis. Expenses that cannot be directly attributed to the Fund are apportioned among the funds in the Trust and other trusts within the AMG Funds family of mutual funds (collectively, the “AMG Funds family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December, as described in the Fund’s prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Temporary differences are due to differences between book and tax treatment of losses for excise tax purposes, and wash sales.

e. FEDERAL TAXES

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

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

Management has analyzed the Fund’s tax positions taken on federal income tax returns as of December 31, 2016, and all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. Additionally, Management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Notes to Financial Statements (continued)

capital losses that are carried forward retain their tax character as either short-term or long-term capital losses, unlike pre-enactment losses which are considered all short-term.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of June 30, 2017, the Fund had accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.

Capital Loss

Carryover Amounts

Expires

Fund

Short-Term

Long-Term

December 31,^*

High Yield

(Pre-Enactment)

1,914,719

—

2017

(Post-Enactment)

—

1,481,778

Unlimited

*	Capital loss carryovers will expire on the Liquidation Date.

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for the Fund the issuance of an unlimited number of shares of beneficial interest, without par value. The Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Fund in connection with the issuance of shares is based on the valuation of those securities in accordance with the Fund’s policy on investment valuation. The Fund will deduct a 2.00% redemption fee from the proceeds of any redemption (including a redemption by exchange) of shares if the redemption occurs within 90 days of the purchase of those shares. For the six months ended June 30, 2017, the Fund had redemption fees amounting to $2,303. These amounts are netted against the cost of shares repurchased in the Statements of Changes in Net Assets.

For the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016, the capital stock transactions by class for the Fund were as follows:


	High Yield
	2017						2016
	Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		71,386		$	556,638			830,859		$	6,112,155
Reinvestment of distributions		43,316			337,355			149,970			1,099,393
Cost of shares repurchased		(1,473,121	)		(11,523,361	)		(2,153,177	)		(15,707,254	)

Net decrease		(1,358,419	)	$	(10,629,368	)		(1,172,348	)	$	(8,495,706	)

Class I:
Proceeds from sale of shares		63,987		$	506,630			53,750		$	395,644
Reinvestment of distributions		9,409			74,055			19,182			142,757
Cost of shares repurchased		(130,439	)		(1,030,434	)		(60,457	)		(448,016	)

Net increase (decrease)		(57,043	)	$	(449,749	)		12,475		$	90,385

At June 30, 2017, certain unaffiliated shareholders of record, including omnibus accounts, individually or collectively held greater than 10% of the net assets of the Fund as follows: two own 30%. Transactions by these shareholders may have a material impact on the Fund.

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Fund may enter into third-party repurchase agreements for temporary cash management purposes and third-party joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value

of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Fund participates on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of

Notes to Financial Statements (continued)

the security, realization of the collateral by the Fund may be delayed or limited. Pursuant to the Program, the Fund is indemnified for such losses by BNYM on joint repurchase agreements. The Fund had no Repurchase Agreements outstanding at June 30, 2017.

i. DELAYED DELIVERY TRANSACTIONS AND WHEN-ISSUED SECURITIES

The Fund may enter into securities transactions on a delayed delivery or when issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund’s Schedule of Portfolio Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Delayed delivery or when-issued securities that have been purchased from and sold to different brokers are reflected as an investment in securities and a forward sale commitment in the Fund’s Statement of Assets and Liabilities. For financial reporting purposes, the Fund does not offset the receivable and payable for delayed delivery investments purchased. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

The Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration and operations. The Fund’s Investment Manager selects one or more subadvisers for the Fund (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. The Fund’s investment portfolio is managed by one or more portfolio managers who serve pursuant to a subadvisory agreement with the Investment Manager.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. Effective October 1, 2016, the Fund’s investment management fees are paid at the annual rate of 0.55% of the average daily net assets of the Fund. Prior to October 1, 2016, the annual rate for the investment management fee was 0.70% of the Fund’s average daily net assets.

The Investment Manager has contractually agreed, through at least May 1, 2018, to waive management fees and/or reimburse Fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of the Fund to 0.90% of the Fund’s average daily net assets subject to later reimbursement by the Fund in certain circumstances.

The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of 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 the Fund, fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount. The excess reimbursement of $524,170 will expire on the Liquidation Date.

The Trust, on behalf of the Fund, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to the Fund as further described in the Fund’s prospectus. Effective October 1, 2016, the Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service. Prior to October 1, 2016, the Fund paid an administration fee under a similar contract at an annual rate of 0.20% of the Fund’s average daily net assets.

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

The Trust has adopted a distribution and service plan (the “Plan”) with respect to the Class N shares in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset based sales charges. Pursuant to the Plan, the Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each such class of the Fund’s shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor of 0.25% annually of the Fund’s average daily net assets attributable to the Class N shares.

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 an Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

Notes to Financial Statements (continued)

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Fund 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 June 30, 2017, the Fund neither borrowed from nor lent to other funds in the AMG Funds family. At June 30, 2017, the Fund 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 June 30, 2017, were $1,182,521 and $23,797,441, respectively. The Fund had no purchase or sales of U.S. Government Obligations during the six months ended June 30, 2017.

4. PORTFOLIO SECURITIES LOANED

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

deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested. At June 30, 2017, there were no securities on loan.

5. COMMITMENTS AND CONTINGENCIES

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

6. RISKS ASSOCIATED WITH HIGH YIELD SECURITIES

Investing in high yield securities involves greater risks and considerations not typically associated with U.S. Government and other high quality/investment grade securities. High yield securities are generally below investment grade securities and do not have an established retail secondary market. Economic downturns may disrupt the high yield market and impair the issuer’s ability to repay principal and interest. Also, an increase in interest rates would likely have an adverse impact on the value of such obligations and could cause the securities to become less liquid.

7. MASTER NETTING AGREEMENTS

The Fund may enter into master netting agreements with their counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Fund does not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4. At June 30, 2017, the Fund had no open Repurchase Agreements that were subject to a master netting agreement.

8. SUBSEQUENT EVENTS

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

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

AMG Managers High Yield Fund: Approval of Investment Management and Subadvisory Agreements on June 28-29, 2017

At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for AMG Managers High Yield Fund (the “Fund”) and separately each of Amendment No. 1 thereto, Amendment No. 2 thereto dated July 1, 2015, and Amendment No. 3 thereto dated October 1, 2016 (collectively, the “Investment Management Agreement”) and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, with the Subadviser for the Fund (collectively, the “Subadvisory Agreement”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreement and the Subadvisory Agreement, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and the Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (the “Peer Group”), performance information for the relevant benchmark index (the “Fund Benchmark”) and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadviser under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreement; and (c) met with their

independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT AND QUALITY OF SERVICES.

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

times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person 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 the Subadvisory Agreement and annual consideration of the Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to or replacements of the Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents 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 a contractual expense limitation for the Fund. The Trustees also considered the Investment Manager’s risk management processes.

The Trustees also reviewed information relating to the Subadviser’s operations and personnel and the investment philosophy, strategies and techniques (the “Investment Strategy”) used in managing the Fund. Among other things, the Trustees reviewed

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

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

PERFORMANCE.

As noted above, the Board considered the 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 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 Fund and its discussions with management regarding the factors that contributed to the performance of the Fund.

ADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee charged by the Investment Manager for managing the 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 the 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 the Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain a contractual expense limitation for the Fund.

In addition, in considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to the Fund), received by the Investment Manager and its affiliates attributable to managing the Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as Investment Manager and sponsor of the Fund and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also noted the current asset levels of the Fund and the willingness of the Investment Manager to waive fees and pay expenses for the Fund from time to time as a means of limiting the total expenses of the Fund. The Trustees also considered management’s discussion of the current asset level of the Fund, and the impact on profitability of both the current

asset level and any future growth of assets of the Fund. The Board took into account management’s discussion of the advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadviser. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Fund operates in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for the Fund at this time. With respect to economies of scale, the Trustees also noted that as the 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 fee payable by the Investment Manager to J.P. Morgan Investment Management Inc. (“JPMorgan”), the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Investment Manager is not affiliated with JPMorgan. In addition, the Trustees considered other potential benefits of the subadvisory relationship to JPMorgan, including, among others, the indirect benefits that JPMorgan may receive from its relationship with the Fund, including any so-called “fallout benefits” to JPMorgan, such as reputational value derived from JPMorgan serving as Subadviser to the Fund. 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 JPMorgan and the profitability to JPMorgan of its relationship with the 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 the Fund by JPMorgan to be a material factor in their deliberations at this time.

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

In addition to the foregoing, the Trustees considered the specific factors and related conclusions set forth below with respect to the Fund, the Investment Manager and the Subadviser.

AMG Managers High Yield Fund

Fund Performance.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was above, above, above and below, respectively, the median performance of the Peer Group and below the performance of the Fund Benchmark, the Bloomberg Barclays U.S. Corporate High Yield Bond 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. The Trustees also noted that Class N shares of the Fund ranked in the second quartile relative to its Peer Group for the 1-year, 3-year and 5-year periods. The Trustees also took into account that the Fund was being liquidated.

Advisory and Subadvisory Fees.

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.

Liquidation of the Fund

The Trustees also noted and considered that the Board had previously approved a proposal to liquidate and terminate the Fund at its June 7-8, 2017 meeting, and that the liquidation was expected to occur on or about August 31, 2017. The Trustees noted that even though the Fund is being liquidated, renewal of the Investment Management and Subadvisory Agreements relating to the Fund needed to be considered since the terms of the Investment Management and Subadvisory Agreements would have otherwise expired on June 30, 2017.

* * * * *

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

the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for the Fund.

LOGO

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300,

Greenwich, CT 06830

(800) 835-3879

CUSTODIAN

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

(800) 548-4539

FOR MANAGERSCHOICE^TM ONLY

AMG Funds

c/o BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9847

Providence, Rhode Island 02940-8047

(800) 358-7668

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 Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

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

A description of the policies and procedures the Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. For information regarding the Fund’s proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.


www.amgfunds.com

LOGO

AFFILIATE SUBADVISED FUNDS

BALANCED FUNDS

AMG Chicago Equity Partners Balanced

Chicago Equity Partners, LLC

AMG FQ Global Risk-Balanced

First Quadrant, L.P.

EQUITY FUNDS

AMG Chicago Equity Partners Small Cap Value

Chicago Equity Partners, LLC

AMG FQ Tax-Managed U.S. Equity

AMG FQ U.S. Equity

First Quadrant, L.P.

AMG Frontier Small Cap Growth

Frontier Capital Management Company, LLC

AMG GW&K Small Cap Core

AMG GW&K Small Cap Growth

AMG GW&K U.S. Small Cap Growth

GW&K Investment Management, LLC

AMG Renaissance International Equity

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

AMG River Road Dividend All Cap Value

AMG River Road Dividend All Cap Value II

AMG River Road Focused Absolute Value

AMG River Road Long-Short

AMG River Road Small-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

AMG SouthernSun Small Cap

AMG SouthernSun Global Opportunities

AMG SouthernSun U.S. Equity

SouthernSun Asset Management, LLC

AMG Systematic Large Cap Value

AMG Systematic Mid Cap Value

Systematic Financial Management, L.P.

AMG TimesSquare Emerging Markets Small Cap

AMG TimesSquare International Small Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

AMG Trilogy Emerging Markets Equity

AMG Trilogy Emerging Wealth Equity

Trilogy Global Advisors, L.P.

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

AMG GW&K Enhanced Core Bond

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

OPEN-ARCHITECTURE FUNDS

ALTERNATIVE FUNDS

AMG Managers Lake Partners LASSO Alternative

Lake Partners, Inc.

BALANCED FUNDS

AMG Managers Montag & Caldwell Balanced

Montag & Caldwell, LLC

EQUITY FUNDS

AMG Managers Brandywine

AMG Managers Brandywine Advisors Mid Cap Growth

AMG Managers Brandywine Blue

Friess Associates, LLC

AMG Managers Cadence Emerging Companies

AMG Managers Cadence Mid Cap

Cadence Capital Management, LLC

AMG Managers CenterSquare Real Estate

CenterSquare Investment Management, Inc.

AMG Managers Emerging Opportunities

Lord, Abbett & Co. LLC

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

AMG Managers Essex Small/Micro Cap Growth

Essex Investment Management Co., LLC

AMG Managers Fairpointe Focused Equity

AMG Managers Fairpointe Mid Cap

Fairpointe Capital LLC

AMG Managers Guardian Capital Global Dividend

Guardian Capital LP

AMG Managers LMCG Small Cap Growth

LMCG Investments, LLC

AMG Managers Montag & Caldwell Growth

AMG Managers Montag & Caldwell Mid Cap Growth

Montag & Caldwell, LLC

AMG Managers Pictet International

Pictet Asset Management Limited

AMG Managers Silvercrest Small Cap

Silvercrest Asset Management Group LLC

AMG Managers Skyline Special Equities

Skyline Asset Management, L.P.

AMG Managers Special Equity

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

AMG Managers Value Partners Asia Dividend

Value Partners Hong Kong Limited

FIXED INCOME FUNDS

AMG Managers Amundi Intermediate Government

AMG Managers Amundi Short Duration Government

Amundi Smith Breeden LLC

AMG Managers Doubleline Core Plus Bond

DoubleLine Capital LP

AMG Managers Global Income Opportunity

AMG Managers Loomis Sayles Bond

Loomis, Sayles & Co., L.P.



SAR084-0617		\| www.amgfunds.com

Item 2.

CODE OF ETHICS

Not applicable for the semi-annual shareholder report.

Item 3.

AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for the semi-annual shareholder report.

Item 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for the semi-annual shareholder report.

Item 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

Item 6.

SCHEDULE OF INVESTMENTS

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

Item 7.

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

Not applicable.

Item 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 9.

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

Not applicable.

Item 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 11.

CONTROLS AND PROCEDURES

(a)

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

(b)

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

Item 12.

EXHIBITS

(a)(1)

Not applicable.

(a)(2)

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 - Filed herewith.

(a)(3)

Not applicable.

(b)

Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 - Filed herewith.

SIGNATURES

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


AMG FUNDS II

By:		/s/ Jeffrey T. Cerutti
		Jeffrey T. Cerutti, Principal Executive Officer

Date:		September 6, 2017

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



By:		/s/ Jeffrey T. Cerutti
		Jeffrey T. Cerutti, Principal Executive Officer

Date:		September 6, 2017

By:		/s/ Donald S. Rumery
		Donald S. Rumery, Principal Financial Officer

Date:		September 6, 2017

AMG Funds II N-CSRSCertified semi-annual shareholder report (management investment company)