AMG Funds I N-CSRS 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: 811-06520

AMG FUNDS I

(Exact name of registrant as specified in charter)

800 Connecticut Avenue, Norwalk, Connecticut 06854

(Address of principal executive offices) (Zip code)

AMG Funds LLC

800 Connecticut Avenue, Norwalk, Connecticut 06854

(Name and address of agent for service)

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

Date of fiscal year end: OCTOBER 31, 2014

Date of reporting period: NOVEMBER 1, 2013 - APRIL 30, 2014

(Semi-Annual Shareholder Report)

Item 1. Reports to Shareholders

             SEMI-ANNUAL REPORT

AMG Funds I

April 30, 2014

AMG FQ Tax-Managed U.S. Equity Fund

Investor Class: MFQAX     |     Institutional Class: MFQTX

AMG FQ U.S. Equity Fund

Investor Class: FQUAX      |     Institutional Class: MEQFX

AMG FQ Global Alternatives Fund

Investor Class: MGAAX     |     Service Class: MGASX    |     Institutional Class: MGAIX

AMG FQ Global Risk-Balanced Fund

(formerly Managers AMG FQ Global Essentials Fund)

Investor Class: MMAVX    |     Service Class: MMASX    |     Institutional Class: MMAFX

www.amgfunds.com        | SAR016-0414

AMG FQ Funds

Semi-Annual Report—April 30, 2014 (unaudited)

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		3
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
AMG FQ Tax-Managed U.S. Equity Fund		5
AMG FQ U.S. Equity Fund		9
AMG FQ Global Alternatives Fund		14
AMG FQ Global Risk-Balanced Fund		15
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		17
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		27
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statement of Operations		29
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		30
Detail of changes in assets for the past two fiscal periods
FINANCIAL HIGHLIGHTS		32
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL HIGHLIGHTS		38
NOTES TO FINANCIAL STATEMENTS		39
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

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

About Your Fund’s Expenses (unaudited)

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

ACTUAL EXPENSES

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

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

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

Six Months Ended April 30, 2014	Expense Ratio for the Period			Beginning Account Value 11/01/13		Ending Account Value 4/30/14		Expenses Paid During the Period*
AMG FQ Tax-Managed U.S. Equity Fund
Investor Class Shares
Based on Actual Fund Return		1.24	%	$	1,000	$	1,103	$	6.52
Hypothetical (5% return before expenses)		1.24	%	$	1,000	$	1,019	$	6.26
Institutional Class Shares
Based on Actual Fund Return		0.99	%	$	1,000	$	1,104	$	5.16
Hypothetical (5% return before expenses)		0.99	%	$	1,000	$	1,020	$	4.96
AMG FQ U.S. Equity Fund
Investor Class Shares
Based on Actual Fund Return		1.04	%	$	1,000	$	1,079	$	5.36
Hypothetical (5% return before expenses)		1.04	%	$	1,000	$	1,020	$	5.21
Institutional Class Shares
Based on Actual Fund Return		0.79	%	$	1,000	$	1,080	$	4.07
Hypothetical (5% return before expenses)		0.79	%	$	1,000	$	1,021	$	3.96
AMG FQ Global Alternatives Fund
Investor Class Shares
Based on Actual Fund Return		1.89	%	$	1,000	$	982	$	9.29
Hypothetical (5% return before expenses)		1.89	%	$	1,000	$	1,015	$	9.44
Service Class Shares
Based on Actual Fund Return		1.64	%	$	1,000	$	983	$	8.06
Hypothetical (5% return before expenses)		1.64	%	$	1,000	$	1,017	$	8.20
Institutional Class Shares
Based on Actual Fund Return		1.44	%	$	1,000	$	984	$	7.08
Hypothetical (5% return before expenses)		1.44	%	$	1,000	$	1,017	$	7.20
AMG FQ Global Risk-Balanced Fund
Investor Class Shares
Based on Actual Fund Return		1.39	%	$	1,000	$	1,040	$	7.03
Hypothetical (5% return before expenses)		1.39	%	$	1,000	$	1,018	$	6.95
Service Class Shares
Based on Actual Fund Return		0.91	%	$	1,000	$	1,043	$	4.61
Hypothetical (5% return before expenses)		0.91	%	$	1,000	$	1,020	$	4.56
Institutional Class Shares
Based on Actual Fund Return		0.89	%	$	1,000	$	1,044	$	4.51
Hypothetical (5% return before expenses)		0.89	%	$	1,000	$	1,020	$	4.46

* 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.

2

Fund Performance

Periods ended April 30, 2014 (unaudited)

Average Annual Total Returns1	Six Months†			One Year			Five Years			Ten Years			Since Inception			Inception Date
AMG FQ Tax-Managed U.S. Equity Fund2,3
Investor Class		10.31	%		25.91	%		20.72	%		—			7.02	%		03/01/06
Institutional Class		10.38	%		26.23	%		21.01	%		9.37	%		6.62	%		12/18/00
Russell 3000® Index4		7.83	%		20.78	%		19.54	%		8.10	%		5.27	%		12/18/00
Return After Tax on Distributions:5
Investor Class		10.28	%		25.88	%		20.69	%		—			6.96	%		03/01/06
Institutional Class		10.30	%		26.14	%		20.92	%		9.27	%		6.52	%		12/18/00
Return After Tax on Distributions & Sale of Shares:5
Investor Class		5.86	%		14.69	%		17.00	%		—			5.62	%		03/01/06
Institutional Class		5.94	%		14.92	%		17.24	%		7.71	%		5.42	%		12/18/00
AMG FQ U.S. Equity Fund2,6
Investor Class		7.90	%		19.28	%		18.08	%		—			6.43	%		03/01/06
Institutional Class		7.97	%		19.56	%		18.38	%		8.23	%		8.39	%		08/14/92
Russell 3000® Index4,7		7.83	%		20.78	%		19.54	%		8.10	%		9.52	%		08/14/92
AMG FQ Global Alternatives Fund#2,8,9,10,11
Investor Class		(1.84	)%		(1.40	)%		(1.80	)%		—			(0.26	)%		03/30/06
Service Class*		(1.69	)%		(1.03	)%		—			—			(2.34	)%		01/01/10
Institutional Class*		(1.63	)%		(0.96	)%		—			—			(2.22	)%		01/01/10
Citigroup 1-month U.S Treasury Bill Index7		0.02	%		0.03	%		0.06	%		1.47	%		1.26	%		03/30/06
AMG FQ Global Risk-Balanced Fund2,9,11,12,13,14
Investor Class*		4.03	%		(0.87	)%		—			—			7.16	%		01/01/10
Service Class*		4.32	%		(0.29	)%		—			—			7.56	%		01/01/10
Institutional Class		4.38	%		(0.29	)%		11.59	%		4.60	%		6.27	%		11/18/88
AMG FQ Global Risk-Balanced Fund Composite Hedged Index7,15		3.87	%		8.64	%		9.12	%		4.83	%		5.82	%		11/18/88
AMG FQ Global Risk-Balanced Fund Composite Unhedged Index7,15,16		4.51	%		10.44	%		11.42	%		6.65	%		7.04	%16		11/30/88

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

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call (800) 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.

* Investor and Service Class shares commenced operations on January 1, 2010. Institutional Class shares for AMG FQ Global Alternatives Fund commenced operations on January 1, 2010.

^†  Not annualized.

^#  Commenced operations on March 30, 2006.

¹  Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Funds are net of expenses and based on the published NAV as of April 30, 2014. 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 invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small and medium capitalization companies) when stocks of large-capitalization companies are out of favor. Although the Fund is managed to minimize taxable distributions, it may not be able to avoid taxable distributions.

⁴  The Russell 3000^® Index is composed of the 3,000 largest U.S. companies as measured by market capitalization, and represents approximately 98% of the U.S. stock market. Unlike the Fund, the Russell 3000^® Index is unmanaged, is not available for investment, and does not incur expenses.

⁵  After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

⁶  The Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small and medium capitalization companies) when stocks of large-capitalization companies are out of favor. Also, the Fund may invest in derivatives; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses.

⁷  Date reflects the inception date of the Fund, not the index.

⁸  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.

3

Fund Performance (continued)

⁹  The Fund may use derivative instruments for hedging purposes or as part of its investment strategy. There is a risk that a derivative intended as a hedge may not perform as expected. The main risk with derivatives is that some types can amplify a gain or loss, potentially earning or losing substantially more money than the actual cost of the derivative or that the counterparty may fail to honor its contract terms, causing a loss for the Fund. Use of these instruments may also involve certain costs and risks such as liquidity risk, interest rate risk, market risk, credit risk, management risk, and the risk that a fund could not close out a position when it would be most advantageous to do so. 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 security when converted back to U.S. Dollars.

¹⁰  Investments in foreign securities and currency instruments are subject to additional risks such as erratic market conditions, economic and political instability, and currency exchange rate fluctuations.

¹¹  Because the Fund invests in exchange traded funds (ETFs) which incur their own costs, investing in them could result in a higher cost to the investor.

Additionally, the Fund will be indirectly exposed to all the risks of securities held by the ETFs.

¹²  Investments in foreign securities, even though publicly traded in the United States, may involve risks which are in addition to those inherent in domestic investments. The use of leverage in a Fund’s strategy can magnify relatively small market movements into relatively larger losses for the Fund.

¹³  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.

¹⁴  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 will provide financial support. Additionally, debt securities of the U.S. Government may be affected by changing interest rates and subject to prepayment risk.

¹⁵  The Fund’s index is comprised of 60% MSCI World Index and 40% Citigroup World Government Bond

Index. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The MSCI World Index consists of 24 developed country indices. The Citigroup World Government Bond Index is a market capitalization weighted index consisting of the government bond markets. Country eligibility is determined based on market capitalization and investability criteria. All issues have a remaining maturity of at least one year. Unlike the Fund, the Composite Index is unmanaged, is not available for investment, and does not incur fees. All MSCI data is provided ’as is.’ The products described herein are not sponsored or endorsed and have not been reviewed or passed on by MSCI. In no event shall MSCI, its affiliates, or any MSCI data provider have any liability of any kind in connection with the MSCI data or the products described herein. Copying or redistributing the MSCI data is strictly prohibited.

¹⁶  The date reflects the closet available index date to the Fund’s inception date.

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

4

AMG FQ Tax-Managed U.S. Equity Fund

Fund Snapshots

April 30, 2014 (unaudited)

PORTFOLIO BREAKDOWN

Sector	AMG FQ Tax-Managed U.S. Equity Fund**			Russell 3000® Index
Information Technology		21.6	%		18.0	%
Financials		15.1	%		17.3	%
Health Care		13.7	%		12.8	%
Industrials		12.7	%		11.6	%
Consumer Discretionary		10.4	%		12.7	%
Energy		9.4	%		9.8	%
Consumer Staples		8.3	%		8.6	%
Materials		3.7	%		3.8	%
Telecommunication Services		3.0	%		2.2	%
Utilities		0.7	%		3.2	%
Other Assets and Liabilities		1.4	%		0.0	%

** As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Exxon Mobil Corp.*		2.6	%
Apple, Inc.*		2.6
International Business Machines Corp.*		2.4
Berkshire Hathaway, Inc., Class B*		2.4
DIRECTV*		2.2
Chevron Corp.*		2.1
MasterCard, Inc., Class A*		2.1
Visa, Inc., Class A*		2.0
Alaska Air Group, Inc.		1.9
Oracle Corp.		1.7
Top Ten as a Group		22.0	%

* Top Ten Holding at October 31, 2013.

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.

5

AMG FQ Tax-Managed U.S. Equity Fund

Schedule of Portfolio Investments

April 30, 2014 (unaudited)

	Shares		Value
Common Stocks - 98.6%
Consumer Discretionary - 10.4%
Aaron’s, Inc.		3,300	$	97,251
Bed Bath & Beyond, Inc.*		6,400		397,632
Dillard’s, Inc., Class A		8,900		871,577
DIRECTV*		15,500		1,202,800
Discovery Communications, Inc., Class A*		1,400		106,260
The Gap, Inc.		14,000		550,200
The Home Depot, Inc.		500		39,755
Jack in the Box, Inc.*		12,200		653,188
Lowe’s Cos., Inc.		7,000		321,370
Macy’s, Inc.		10,500		603,015
Ross Stores, Inc.		700		47,656
Target Corp.		2,000		123,500
The TJX Cos., Inc.		11,600		674,888
Visteon Corp.*		900		78,129
Total Consumer Discretionary				5,767,221
Consumer Staples - 8.3%
Archer-Daniels-Midland Co.		15,300		669,069
CVS Caremark Corp.		9,200		669,024
The Hershey Co.		1,700		163,608
The Kroger Co.		5,600		257,824
Nu Skin Enterprises, Inc., Class A		400		34,800
Philip Morris International, Inc.		5,600		478,408
Pilgrim’s Pride Corp.*		35,800		782,588
Sanderson Farms, Inc.		3,600		296,172
Tyson Foods, Inc., Class A		16,200		679,914
Wal-Mart Stores, Inc.		7,400		589,854
Total Consumer Staples				4,621,261
Energy - 9.4%
Adams Resources & Energy, Inc.		1,200		86,472
Chevron Corp.		9,400		1,179,888
ConocoPhillips		10,800		802,548
Dawson Geophysical Co.		1,800		50,868
Exxon Mobil Corp.		14,200		1,454,222
Marathon Petroleum Corp.		4,700		436,865
Occidental Petroleum Corp.		3,500		335,125
Phillips 66		4,600		382,812
Schlumberger, Ltd.		2,900		294,495
VAALCO Energy, Inc.*		20,900		192,698
Total Energy				5,215,993

	Shares		Value
Financials - 15.1%
American Financial Group, Inc.		1,800	$	105,174
American International Group, Inc.		4,900		260,337
American Tower Corp.		800		66,816
Arch Capital Group, Ltd.*		11,700		670,644
Bank of America Corp.		29,200		442,088
Berkshire Hathaway, Inc., Class A*		1		193,275
Berkshire Hathaway, Inc., Class B*		10,287		1,325,480
Central Pacific Financial Corp.		7,800		146,406
The Chubb Corp.		2,200		202,576
Citigroup, Inc.		3,600		172,476
Crawford & Co., Class B		7,100		81,082
Discover Financial Services		10,500		586,950
Everest Re Group, Ltd.		2,200		347,666
FelCor Lodging Trust, Inc.		7,300		67,379
First Bancorp		1,900		32,699
First Interstate Bancsystem, Inc.		8,600		214,054
Franklin Resources, Inc.		1,800		94,230
GAMCO Investors, Inc., Class A		6,700		508,731
Hanmi Financial Corp.		16,900		359,463
JPMorgan Chase & Co.		10,400		582,192
KeyCorp		25,800		351,912
Morgan Stanley		1,200		37,116
The PNC Financial Services Group, Inc.		800		67,232
PrivateBancorp, Inc.		15,300		421,821
Pzena Investment Management, Inc., Class A		3,600		39,132
RenaissanceRe Holdings, Ltd.		1,200		121,452
SunTrust Banks, Inc.		15,800		604,508
Wells Fargo & Co.		2,800		138,992
World Acceptance Corp.*		2,500		181,500
Total Financials				8,423,383
Health Care - 13.7%
Actavis PLC*		424		86,636
Align Technology, Inc.*		2,400		120,936
Amgen, Inc.		6,300		704,025
Anika Therapeutics, Inc.*		9,800		418,852
Atrion Corp.		251		72,371
Biogen Idec, Inc.*		2,350		674,732
CareFusion Corp.*		13,900		542,934
CR Bard, Inc.		2,100		288,393
Depomed, Inc.*		11,200		156,912

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

6

AMG FQ Tax-Managed U.S. Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Health Care - 13.7% (continued)
Eli Lilly & Co.		1,300	$	76,830
Emergent Biosolutions, Inc.*		20,700		545,652
Humana, Inc.		1,800		197,550
Johnson & Johnson		3,500		354,515
Lannett Co., Inc.*		8,900		307,317
McKesson Corp.		1,800		304,542
Medtronic, Inc.		11,500		676,430
Pfizer, Inc.		29,900		935,272
SurModics, Inc.*		18,500		402,560
UnitedHealth Group, Inc.		10,100		757,904
Total Health Care				7,624,363
Industrials - 12.7%
Alaska Air Group, Inc.		11,200		1,053,696
AMERCO		2,600		650,286
Argan, Inc.		7,700		206,129
Delta Air Lines, Inc.		20,650		760,539
Deluxe Corp.		1,400		76,930
FedEx Corp.		700		95,375
General Dynamics Corp.		5,900		645,755
General Electric Co.		5,500		147,895
Navigant Consulting, Inc.*		30,700		515,760
Oshkosh Corp.		9,800		543,998
Swift Transportation Co.*		32,100		772,005
UniFirst Corp.		5,000		481,200
Union Pacific Corp.		3,800		723,634
United Technologies Corp.		1,200		141,996
Universal Forest Products, Inc.		1,700		85,833
VSE Corp.		2,700		168,669
Total Industrials				7,069,700
Information Technology - 21.6%
Activision Blizzard, Inc.		9,400		188,094
Aeroflex Holding Corp.*		5,700		43,605
Apple, Inc.		2,463		1,453,392
Aspen Technology, Inc.*		9,600		412,704
Belden, Inc.		1,300		95,953
Benchmark Electronics, Inc.*		17,000		394,060
Brocade Communications Systems, Inc.*		48,300		449,673
Cisco Systems, Inc.		6,300		145,593
EMC Corp.		3,700		95,460

	Shares		Value
Fabrinet*		10,000	$	216,000
Facebook, Inc., Class A*		2,200		131,516
Google, Inc., Class A*		301		160,999
Google, Inc., Class C*		301		158,525
Insight Enterprises, Inc.*		1,600		41,792
International Business Machines Corp.		6,800		1,335,996
Lattice Semiconductor Corp.*		14,600		122,932
Lexmark International, Inc., Class A		1,200		51,600
MasterCard, Inc., Class A		15,580		1,145,909
Microsoft Corp.		22,700		917,080
Oracle Corp.		23,600		964,768
PC Connection, Inc.		6,900		138,069
QUALCOMM, Inc.		7,300		574,583
SYNNEX Corp.*		9,400		633,372
TiVo, Inc.*		39,100		463,726
Visa, Inc., Class A		5,600		1,134,616
VMware, Inc., Class A*		3,000		277,530
Xerox Corp.		20,900		252,681
Total Information Technology				12,000,228
Materials - 3.7%
CF Industries Holdings, Inc.		2,205		540,600
Graphic Packaging Holding Co.*		25,300		259,578
KapStone Paper and Packaging Corp.*		2,100		55,398
LyondellBasell Industries N.V., Class A		8,100		749,250
Westlake Chemical Corp.		6,200		441,440
Total Materials				2,046,266
Telecommunication Services - 3.0%
AT&T, Inc.		15,100		539,070
Inteliquent, Inc.		14,500		197,780
T-Mobile US, Inc.*		6,750		197,707
USA Mobility, Inc.		7,300		125,049
Verizon Communications, Inc.		8,800		411,224
Windstream Holdings, Inc.1		21,000		190,470
Total Telecommunication Services				1,661,300
Utilities - 0.7%
AES Corp.		27,000		390,150
Total Common Stocks (cost $35,953,727)				54,819,865

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

7

AMG FQ Tax-Managed U.S. Equity Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Short-Term Investments - 1.5%
Repurchase Agreements - 0.1%2
Merrill Lynch, Pierce, Fenner & Smith, Inc., dated 04/30/14, due 05/01/14, 0.040%, total to be received $54,391 (collateralized by various U.S. Government Agency Obligations, 0.000% - 3.625%, 11/30/16 - 04/15/28, totaling $55,479)	$	54,391	$	54,391

	Shares		Value
Other Investment Companies - 1.4%3
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		761,086	$	761,086
Total Short-Term Investments (cost $815,477)				815,477
Total Investments - 100.1% (cost $36,769,204)				55,635,342
Other Assets, less Liabilities - (0.1)%				(69,354	)
Net Assets - 100.0%			$	55,565,988

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

8

AMG FQ U.S. Equity Fund

Fund Snapshots

April 30, 2014 (unaudited)

PORTFOLIO BREAKDOWN

Sector	AMG FQ U.S. Equity Fund**			Russell 3000® Index
Information Technology		20.4	%		18.0	%
Financials		17.5	%		17.3	%
Industrials		13.0	%		11.6	%
Health Care		13.0	%		12.8	%
Consumer Discretionary		11.4	%		12.7	%
Energy		8.4	%		9.8	%
Consumer Staples		7.8	%		8.6	%
Telecommunication Services		2.8	%		2.2	%
Materials		2.5	%		3.8	%
Utilities		2.0	%		3.2	%
Other Assets and Liabilities		1.2	%		0.0	%

** As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Exxon Mobil Corp.*		2.9	%
Berkshire Hathaway, Inc., Class B*		2.2
Microsoft Corp.*		2.1
Pfizer, Inc.		2.1
JPMorgan Chase & Co.*		2.1
Schlumberger, Ltd.		1.8
QUALCOMM, Inc.		1.8
Apple, Inc.*		1.8
AT&T, Inc.*		1.8
Bank of America Corp.		1.8
Top Ten as a Group		20.4	%

* Top Ten Holding at October 31, 2013.

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.

9

AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments

April 30, 2014 (unaudited)

	Shares		Value
Common Stocks - 98.8%
Consumer Discretionary - 11.4%
Burger King Worldwide, Inc.		2,500	$	65,325
Capella Education Co.		5,200		303,472
CBS Corp., Class B		2,500		144,400
Comcast Corp., Class A		13,400		693,584
Delphi Automotive PLC		6,900		461,196
Domino’s Pizza, Inc.		9,600		714,048
The Gap, Inc.		16,600		652,380
Haverty Furniture Cos., Inc.		2,300		58,742
The Home Depot, Inc.4		9,600		763,296
HSN, Inc.		5,400		313,416
Interval Leisure Group, Inc.		5,500		141,735
Jack in the Box, Inc.*		1,300		69,602
Las Vegas Sands Corp.		9,100		720,083
Macy’s, Inc.		13,300		763,819
Nutrisystem, Inc.		2,400		36,000
PetMed Express, Inc.1		2,800		36,652
Pool Corp.		1,000		59,020
Scripps Networks Interactive, Inc., Class A		2,300		172,661
Tenneco, Inc.*		1,900		113,753
TripAdvisor, Inc.*		700		56,518
Viacom, Inc., Class B		7,300		620,354
The Walt Disney Co.		4,500		357,030
Wynn Resorts, Ltd.		700		142,723
Total Consumer Discretionary				7,459,809
Consumer Staples - 7.8%
Altria Group, Inc.		10,900		437,199
Archer-Daniels-Midland Co.		17,300		756,529
Brown-Forman Corp., Class B		450		40,374
Church & Dwight Co., Inc.		600		41,406
The Clorox Co.		500		45,350
CVS Caremark Corp.		5,700		414,504
The Hershey Co.		500		48,120
Hormel Foods Corp.		1,400		66,766
Keurig Green Mountain, Inc.		1,800		168,624
The Kroger Co.		900		41,436
Lancaster Colony Corp.		1,600		151,808
Nu Skin Enterprises, Inc., Class A		3,900		339,300
Pilgrim’s Pride Corp.*		15,200		332,272

	Shares		Value
The Procter & Gamble Co.4		8,800	$	726,440
Sanderson Farms, Inc.		2,800		230,356
Tyson Foods, Inc., Class A4		21,600		906,552
USANA Health Sciences, Inc.*		1,000		67,860
Wal-Mart Stores, Inc.		1,400		111,594
WD-40 Co.		2,500		182,100
Total Consumer Staples				5,108,590
Energy - 8.4%
Chevron Corp.4		2,600		326,352
ConocoPhillips4		10,400		772,824
EOG Resources, Inc.		1,400		137,200
Exxon Mobil Corp.4		18,200		1,863,862
Helmerich & Payne, Inc.		1,900		206,435
Marathon Petroleum Corp.		500		46,475
Matrix Service Co.*		7,700		238,469
Occidental Petroleum Corp.4		6,100		584,075
Oceaneering International, Inc.		900		65,952
Phillips 66		800		66,576
Schlumberger, Ltd.		11,800		1,198,290
Total Energy				5,506,510
Financials - 17.5%
1st Source Corp.		4,800		141,552
Aflac, Inc.		10,100		633,472
Alexander’s, Inc.		200		69,152
The Allstate Corp.		7,900		449,905
American Capital Agency Corp.		3,400		77,214
American Express Co.4		8,400		734,412
AmTrust Financial Services, Inc.		3,900		150,813
Arch Capital Group, Ltd.*		7,000		401,240
AvalonBay Communities, Inc.		400		54,620
Axis Capital Holdings, Ltd.		2,600		118,950
Bancfirst Corp.		1,100		64,031
Bank of America Corp.4		75,500		1,143,070
Berkshire Hathaway, Inc., Class B*,4		11,300		1,456,005
Central Pacific Financial Corp.		11,800		221,486
Discover Financial Services		2,100		117,390
Eagle Bancorp, Inc.*		6,600		220,374
Everest Re Group, Ltd.		400		63,212
First Interstate Bancsystem, Inc.		11,100		276,279
Franklin Resources, Inc.		5,000		261,750

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

10

AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Financials - 17.5% (continued)
GAMCO Investors, Inc., Class A		4,800	$	364,464
The Geo Group, Inc.		1,400		46,942
Hanmi Financial Corp.		6,200		131,874
Health Care REIT, Inc.		700		44,163
Janus Capital Group, Inc.		6,100		73,993
JPMorgan Chase & Co.4		24,000		1,343,520
Potlatch Corp.		12,300		470,229
Regions Financial Corp.		14,300		145,002
Silver Bay Realty Trust Corp.		1		4
State Street Corp.		1,900		122,664
TD Ameritrade Holding Corp.		2,300		73,370
The Travelers Cos., Inc.		1,400		126,812
Universal Insurance Holdings, Inc.		24,300		355,509
Waddell & Reed Financial, Inc., Class A		3,300		222,585
Washington Federal, Inc.		2,800		60,424
Webster Financial Corp.		4,300		129,602
Wells Fargo & Co.4		14,900		739,636
XL Group PLC		9,000		282,150
Total Financials				11,387,870
Health Care - 13.0%
AbbVie, Inc.		1,600		83,328
Albany Molecular Research, Inc.*		11,200		179,872
Align Technology, Inc.*		11,900		599,641
Amgen, Inc.		2,300		257,025
AMN Healthcare Services, Inc.*		9,600		119,808
Anika Therapeutics, Inc.*		1,700		72,658
Biogen Idec, Inc.*		3,200		918,784
CR Bard, Inc.		2,600		357,058
CryoLife, Inc.		6,500		59,020
Eli Lilly & Co.		9,000		531,900
Emergent Biosolutions, Inc.*		16,900		445,484
Johnson & Johnson		6,900		698,901
Magellan Health Services, Inc.*		3,900		225,108
Medtronic, Inc.		12,100		711,722
Merck & Co., Inc.		3,300		193,248
Pfizer, Inc.4		43,000		1,345,040
PharMerica Corp.*		5,300		144,107
Questcor Pharmaceuticals, Inc.		1,000		82,180
Repligen Corp.*		38,300		607,055

	Shares		Value
SurModics, Inc.*		1,900	$	41,344
Thoratec Corp.*		2,300		75,394
United Therapeutics Corp.*		3,900		390,039
UnitedHealth Group, Inc.4		3,800		285,152
Zimmer Holdings, Inc.		600		58,080
Total Health Care				8,481,948
Industrials - 13.0%
3M Co.		2,600		361,634
Alamo Group, Inc.		1,200		63,744
American Science & Engineering, Inc.		500		33,600
Argan, Inc.		8,200		219,514
Delta Air Lines, Inc.		2,800		103,124
Deluxe Corp.		9,100		500,045
Emerson Electric Co.		600		40,908
Exponent, Inc.		900		63,378
Federal Signal Corp.*		10,600		160,908
FedEx Corp.		300		40,875
General Dynamics Corp.		4,800		525,360
General Electric Co.		4,600		123,694
Hyster-Yale Materials Handling, Inc.		600		57,834
Lennox International, Inc.		6,600		553,278
Lockheed Martin Corp.4		6,000		984,840
Matson, Inc.		2,300		54,487
Navigant Consulting, Inc.*		11,200		188,160
Northrop Grumman Corp.4		7,000		850,570
Parker Hannifin Corp.		300		38,064
Rockwell Automation, Inc.		1,200		143,016
RR Donnelley & Sons Co.		2,972		52,304
Southwest Airlines Co.		39,400		952,298
Spirit Airlines, Inc.*		1,400		79,576
Swift Transportation Co.*		1,500		36,075
UniFirst Corp.		7,000		673,680
Union Pacific Corp.4		6,000		1,142,580
United Parcel Service, Inc., Class B		1,000		98,500
United Technologies Corp.		400		47,332
WABCO Holdings, Inc.*		2,900		310,329
Total Industrials				8,499,707
Information Technology - 20.4%
AOL, Inc.*		1,000		42,810
Apple, Inc.4		2,001		1,180,770
Aspen Technology, Inc.*		5,100		219,249

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

11

AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 20.4% (continued)
Belden, Inc.		5,500	$	405,955
Benchmark Electronics, Inc.*		29,100		674,538
Brocade Communications Systems, Inc.*		12,400		115,444
CA, Inc.		19,200		578,688
Cisco Systems, Inc.4		9,200		212,612
Conversant, Inc.*		2,100		51,324
Daktronics, Inc.		4,400		57,288
DST Systems, Inc.		500		46,095
Fabrinet*		25,300		546,480
Facebook, Inc., Class A*		3,500		209,230
First Solar, Inc.*		9,000		607,410
Google, Inc., Class A*,4		682		364,788
Google, Inc., Class C*,4		682		359,182
Harris Corp.		11,100		816,072
Hewlett-Packard Co.		14,000		462,840
iGATE Corp.*		3,300		120,780
Insight Enterprises, Inc.*		2,800		73,136
Lattice Semiconductor Corp.*		12,100		101,882
Lexmark International, Inc., Class A		6,900		296,700
Manhattan Associates, Inc.*		5,000		157,650
Microsoft Corp.4		34,400		1,389,760
NIC, Inc.		11,100		203,574
Oracle Corp.4		12,200		498,736
PC Connection, Inc.		1,600		32,016
QUALCOMM, Inc.4		15,100		1,188,521
SanDisk Corp.		3,800		322,886
Skyworks Solutions, Inc.*		2,300		94,415
Stamps.com, Inc.*		1,500		52,065
TiVo, Inc.*		31,500		373,590
Visa, Inc., Class A		2,700		547,047
VistaPrint NV*,1		5,000		197,350
VMware, Inc., Class A*		5,200		481,052
WebMD Health Corp.*		1,700		74,953
Xerox Corp.		12,800		154,752
Total Information Technology				13,311,640
Materials - 2.5%
CF Industries Holdings, Inc.		200		49,034
The Dow Chemical Co.		1,000		49,900
LyondellBasell Industries N.V., Class A		10,500		971,250

	Shares		Value
Myers Industries, Inc.		7,300	$	136,510
Packaging Corp. of America		5,300		353,139
Schweitzer-Mauduit International, Inc.		1,000		43,640
Silgan Holdings, Inc.		500		24,875
Total Materials				1,628,348
Telecommunication Services - 2.8%
AT&T, Inc.4		33,000		1,178,100
Atlantic Tele-Network, Inc.		300		17,751
United States Cellular Corp.		1,500		62,310
USA Mobility, Inc.		4,000		68,520
Verizon Communications, Inc.		10,700		500,011
Total Telecommunication Services				1,826,692
Utilities - 2.0%
American Electric Power Co., Inc.		5,900		317,479
American States Water Co.		2,500		75,900
DTE Energy Co.		8,100		632,934
Duke Energy Corp.		1,800		134,082
Public Service Enterprise Group, Inc.		3,100		127,007
Total Utilities				1,287,402
Total Common Stocks (cost $53,348,287)				64,498,516
	Number of Contracts
Purchased Options - 0.4%
S&P 500 Puts, 1700 Strike Price, Expiration 05/17/14		105		6,615
S&P 500 Puts, 1700 Strike Price, Expiration 06/21/14		72		43,200
S&P 500 Puts, 1740 Strike Price, Expiration 07/19/14		170		229,500
Total Purchased Options (cost $615,170)				279,315

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

12

AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Short-Term Investments - 1.4%
Repurchase Agreements - 0.1%2
Merrill Lynch, Pierce, Fenner & Smith, Inc., dated 04/30/14, due 05/01/14, 0.040%, total to be received $54,560 (collateralized by various U.S. Government Agency Obligations, 0.000% - 3.625%, 11/30/16 - 04/15/28, totaling $55,651)	$	54,560	$	54,560
Other Investment Companies - 1.3%3
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		832,810		832,810
Total Short-Term Investments (cost $887,370)				887,370

	Value
Total Investments - 100.6% (cost $54,850,827)	$	65,665,201
Other Assets, less Liabilities - (0.6)%		(418,449	)
Net Assets - 100.0%	$	65,246,752

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

13

AMG FQ Global Alternatives Fund

Schedule of Portfolio Investments

April 30, 2014 (unaudited)

	Shares		Value
Exchange Traded Funds - 30.4%
SPDR S&P 500 ETF Trust1 (cost $17,597,996)		152,118	$	28,663,595
	Principal Amount
U.S. Government Obligations - 51.1%
U.S. Treasury Bills,
0.018%, 05/29/145,6	$	28,625,000		28,624,542
0.028%, 09/04/145,6		18,480,000		18,478,059
0.033%, 09/25/145,6		1,000,000		999,857
Total U.S. Government Obligations (cost $48,098,304)				48,102,458
Short-Term Investments - 22.4%
Repurchase Agreements - 3.8%2
Barclays Capital, dated 04/30/14, due 05/01/14, 0.030%, total to be received $585,729 (collateralized by various U.S. Government Agency Obligations, 0.000% - 4.250%, 07/15/14 - 05/15/43, totaling $597,444)		585,729		585,729
Cantor Fitzgerald Securities, dated 04/30/14, due 05/01/14, 0.070%, total to be received $1,000,002 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 05/15/14 - 09/01/49, totaling $1,020,000)		1,000,000		1,000,000
Daiwa Capital Markets America, dated 04/30/14, due 05/01/14, 0.070%, total to be received $1,000,002 (collateralized by various U.S. Government Agency Obligations, 1.323% - 6.500%, 06/01/17 - 03/01/48, totaling $1,020,000)		1,000,000		1,000,000
Merrill Lynch, Pierce, Fenner & Smith, Inc., dated 04/30/14, due 05/01/14, 0.050%, total to be received $1,000,001 (collateralized by various U.S. Government Agency Obligations, 1.881% - 4.500%, 10/01/27 - 01/01/44, totaling $1,020,000)		1,000,000		1,000,000
Total Repurchase Agreements				3,585,729
	Shares
Other Investment Companies - 18.6%3
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		7,582,997		7,582,997
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.05%		9,887,183		9,887,183
Total Other Investment Companies				17,470,180
Total Short-Term Investments (cost $21,055,909)				21,055,909
Total Investments - 103.9% (cost $86,752,209)				97,821,962
Other Assets, less Liabilities - (3.9)%				(3,682,840	)
Net Assets - 100.0%			$	94,139,122

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

14

AMG FQ Global Risk-Balanced Fund

Schedule of Portfolio Investments

April 30, 2014 (unaudited)

		Shares		Value
Exchange Traded Funds - 61.9%
iShares Barclays TIPS Bond Fund4			92,075	$	10,457,879
iShares iBoxx $ High Yield Corporate Bond Fund1,4			275,960		26,034,066
Jefferies TR/J CRB Global Commodity Equity Index Fund			40,668		1,818,677
Market Vectors Gold Miners1			65,740		1,584,991
Market Vectors RVE Hard Assets Producers			43,130		1,678,188
Materials Select Sector SPDR Fund1			37,451		1,786,413
SPDR DB International Government Inflation-Protected Bond			32,271		1,974,985
Vanguard REIT4			82,890		6,045,997
Total Exchange Traded Funds (cost $50,324,725)					51,381,196
Exchange Traded Notes - 11.1%
Barclays, Inc., iPath Dow Jones-UBS Copper Subindex Total Return, 10/22/371			39,347		1,448,756
Barclays, Inc., iPath Dow Jones-UBS Grains Subindex Total Return, 10/22/37			17,457		912,652
Barclays, Inc., iPath Goldman Sachs Crude Oil Total Return Index, 08/07/361			36,143		861,288
Deutsche Bank AG, PowerShares DB Agriculture Double Long, 04/01/38			96,864		886,228
Deutsche Bank AG, PowerShares DB Gold Double Long, 02/15/381			59,838		1,709,572
Swedish Export Credit Corp., ELEMENTS Linked to the Rogers International Commodity Index - Total Return, 10/24/22			396,925		3,429,432
Total Exchange Traded Notes (cost $9,979,210)					9,247,928
		Number of Contracts
Purchased Options - 0.4%
EURO STOXX 50 Puts, 2750 Strike Price, Expiration 06/20/14	EUR		55		5,647
EURO STOXX 50 Puts, 2750 Strike Price, Expiration 09/19/14	EUR		54		24,198
EURO STOXX 50 Puts, 2775 Strike Price, Expiration 06/20/14	EUR		54		6,367
EURO STOXX 50 Puts, 2825 Strike Price, Expiration 05/16/14	EUR		185		3,337
S&P 500 Puts, 1700 Strike Price, Expiration 05/17/14			127		8,001
S&P 500 Puts, 1700 Strike Price, Expiration 06/21/14			100		45,000
S&P 500 Puts, 1740 Strike Price, Expiration 07/19/14			142		191,700
Total Purchased Options (cost $787,466)					284,250
		Principal Amount
U.S. Government Obligations - 10.8%
U.S. Treasury Bills, 0.018%, 05/29/145,6 (cost $8,999,300)		$	9,000,000		8,999,883

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

15

AMG FQ Global Risk-Balanced Fund

Schedule of Portfolio Investments (continued)

	Principal Amount		Value
Short-Term Investments - 33.6%
Repurchase Agreements - 16.9%2
Cantor Fitzgerald Securities, dated 04/30/14, due 05/01/14, 0.070%, total to be received $3,334,663 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 05/15/14 - 09/01/49, totaling $3,401,350)	$	3,334,657	$	3,334,657
Citigroup Global Markets, Inc., dated 04/30/14, due 05/01/14, 0.060%, total to be received $3,334,663 (collateralized by various U.S. Government Agency Obligations, 0.125% - 9.000%, 05/01/14 - 05/01/44, totaling $3,401,350)		3,334,657		3,334,657
HSBC Securities USA, Inc., dated 04/30/14, due 05/01/14, 0.040%, total to be received $3,334,661 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.375%, 05/06/14 - 07/15/32, totaling $3,401,387)		3,334,657		3,334,657
Nomura Securities, Inc., dated 04/30/14, due 05/01/14, 0.050%, total to be received $702,017 (collateralized by various U.S. Government Agency Obligations, 0.125% - 6.125%, 07/15/14 - 02/15/44, totaling $716,056)		702,016		702,016
RBC Capital Markets LLC, dated 04/30/14, due 05/01/14, 0.050%, total to be received $3,334,662 (collateralized by various U.S. Government Agency Obligations, 2.330% - 4.500%, 02/01/24 - 01/01/44, totaling $3,401,350)		3,334,657		3,334,657
Total Repurchase Agreements				14,040,644
	Shares
Other Investment Companies - 16.7%3
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		3,712,886		3,712,886
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.05%		10,141,631		10,141,631
Total Other Investment Companies				13,854,517
Total Short-Term Investments (cost $27,895,161)				27,895,161
Total Investments - 117.8% (cost $97,985,862)				97,808,418
Other Assets, less Liabilities - (17.8)%				(14,781,213	)
Net Assets - 100.0%			$	83,027,205

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

16

Notes to Schedules of Portfolio Investments (unaudited)

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

At April 30, 2014, the approximate cost of investments for Federal income tax purposes and the aggregate gross unrealized appreciation and/or depreciation based on tax cost were as follows:

Fund	Cost		Appreciation		Depreciation			Net
AMG FQ Tax-Managed U.S. Equity Fund	$	36,769,204	$	19,123,058	$	(256,920	)	$	18,866,138
AMG FQ U.S. Equity Fund		54,904,245		12,041,380		(1,280,424	)		10,760,956
AMG FQ Global Alternatives Fund		86,752,209		11,069,753		—			11,069,753
AMG FQ Global Risk-Balanced Fund		99,076,416		1,730,409		(2,998,407	)		(1,267,998	)

* Non-income producing security.

¹  Some or all of these shares were out on loan to various brokers as of April 30, 2014, amounting to:

Fund	Market Value		% of Net Assets
AMG FQ Tax-Managed U.S. Equity Fund	$	53,332		0.1	%
AMG FQ U.S. Equity Fund		47,224		0.1	%
AMG FQ Global Alternatives Fund		3,521,397		3.7	%
AMG FQ Global Risk-Balanced Fund		13,710,571		16.5	%

²  Collateral received from brokers for securities lending was invested in these short-term investments.

³  Yield shown for each investment company represents the April 30, 2014, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

⁴  Some or all of these securities were held as collateral for options written.

⁵  Represents yield to maturity at April 30, 2014.

⁶  Some or all of these securities were held as collateral for futures contracts as of April 30, 2014, amounting to:

Fund	Market Value		% of Net Assets
AMG FQ Global Alternatives Fund	$	48,102,458		51.1	%
AMG FQ Global Risk-Balanced Fund		8,999,883		10.8	%

The following tables summarize the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of April 30, 2014: (See Note 1(a) in the Notes to Financial Statements.)

	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG FQ Tax-Managed U.S. Equity Fund
Investments in Securities
Common Stocks†	$	54,819,865		—		—	$	54,819,865
Short-Term Investments
Repurchase Agreements		—	$	54,391		—		54,391
Other Investment Companies		761,086		—		—		761,086
Total Investments in Securities	$	55,580,951	$	54,391		—	$	55,635,342

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

17

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 FQ U.S. Equity Fund
Investments in Securities
Common Stocks†	$	64,498,516			—		—	$	64,498,516
Purchased Options††		279,315			—		—		279,315
Short-Term Investments
Repurchase Agreements		—		$	54,560		—		54,560
Other Investment Companies		832,810			—		—		832,810
Total Investments in Securities	$	65,610,641		$	54,560		—	$	65,665,201
Financial Derivative Instruments-Assets††
Equity Contracts	$	3,806			—		—	$	3,806
Financial Derivative Instruments-Liabilities††
Equity Contracts		(356,550	)		—		—		(356,550	)
Total Financial Derivative Instruments	$	(352,744	)		—		—	$	(352,744	)

	Quoted Prices in Active Markets for Identical Investments Level 1			Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
AMG FQ Global Alternatives Fund
Investments in Securities
Exchange Traded Funds†††	$	28,663,595			—			—	$	28,663,595
U.S. Government Obligations††††		—		$	48,102,458			—		48,102,458
Short-Term Investments
Repurchase Agreements		—			3,585,729			—		3,585,729
Other Investment Companies		17,470,180			—			—		17,470,180
Total Investments in Securities	$	46,133,775		$	51,688,187			—	$	97,821,962
Financial Derivative Instruments-Assets††
Foreign Exchange Contracts		—		$	3,329,272			—	$	3,329,272
Equity Contracts	$	84,746			—			—		84,746
Interest Rate Contracts		1,360,247			—			—		1,360,247
		1,444,993			3,329,272			—		4,774,265
Financial Derivative Instruments-Liabilities††
Foreign Exchange Contracts		—			(3,196,483	)		—		(3,196,483	)
Equity Contracts		(1,015,742	)		—			—		(1,015,742	)
Interest Rate Contracts		(2,402,795	)		—			—		(2,402,795	)
		(3,418,537	)		(3,196,483	)		—		(6,615,020	)
Total Financial Derivative Instruments	$	(1,973,544	)	$	132,789			—	$	(1,840,755	)

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

18

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 FQ Global Risk-Balanced Fund
Investments in Securities
Exchange Traded Funds†††	$	51,381,196			—		—	$	51,381,196
Exchange Traded Notes†††		9,247,928			—		—		9,247,928
U.S. Government Obligations††††		—		$	8,999,883		—		8,999,883
Purchased Options††		284,250			—		—		284,250
Short-Term Investments
Repurchase Agreements		—			14,040,644		—		14,040,644
Other Investment Companies		13,854,517			—		—		13,854,517
Total Investments in Securities	$	74,767,891		$	23,040,527		—	$	97,808,418
Financial Derivative Instruments-Assets††
Equity Contracts	$	1,649,142			—		—	$	1,649,142
Interest Rate Contracts		448,291			—		—		448,291
		2,097,433			—		—		2,097,433
Financial Derivative Instruments-Liabilities††
Equity Contracts		(1,097,697	)		—		—		(1,097,697	)
Total Financial Derivative Instruments	$	999,736			—		—	$	999,736

† For a detailed break-out of the common stocks by major industry classification, please refer to the Schedule of Portfolio Investments.

†† Derivative instruments, such as futures, written options and forwards, are not reflected in the Schedule of Portfolio Investments. Futures and forwards are valued at the unrealized appreciation/depreciation of the instrument and written options are shown at value.

††† All exchange traded funds and exchange traded notes held in the Fund are level 1 securities. For a detailed breakout of these securities, please refer to the Schedule of Portfolio Investments.

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

As of April 30, 2014, the Funds had no transfers between levels from the beginning of the reporting period.

The following schedule shows the fair value of derivative instruments at April 30, 2014:

		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 FQ U.S. Equity Fund
	Equity contracts	Options purchased2	$	279,315	Options written	$	356,550
	Equity contracts	Receivable for variation margin*,1		3,806	Payable for variation margin*,1		—
Totals			$	283,121		$	356,550

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

19

Notes to Schedules of Portfolio Investments (continued)

		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 FQ Global Alternatives Fund
	Equity contracts	Receivable for variation margin*,1	$	84,746	Payable for variation margin*,1	$	1,015,742
	Interest rate contracts*	Receivable for variation margin*,1		1,360,247	Payable for variation margin*,1		2,402,795
	Foreign exchange contracts	Unrealized appreciation of foreign currency contracts		3,329,272	Unrealized depreciation of foreign currency contracts		3,196,483
Totals			$	4,774,265		$	6,615,020

		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 FQ Global Risk-Balanced Fund
	Equity contracts	Options purchased2	$	284,250	Options Written	$	381,832
	Equity contracts	Receivable for variation margin*,1		1,649,142	Payable for variation margin*,1		715,865
	Interest rate contracts	Receivable for variation margin*,1		448,291	Payable for variation margin*,1		—
Totals			$	2,381,683		$	1,097,697

* Includes only the April 30, 2014 futures variation margin. Prior futures variation margin movements have been settled in cash on the Statement of Assets and Liabilities upon receipt or payment.

¹  Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

For the six months ended April 30, 2014, the effect of derivative instruments on the Statement of Operations for the Funds and the amount of realized gain (loss) and unrealized gain (loss) on derivatives recognized in income is 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 FQ U.S. Equity Fund
	Equity contracts	Net realized loss on options purchased2	$	(1,133,832	)	Net change in unrealized appreciation-(depreciation) options purchased2	$	95,170
	Equity contracts	Net realized loss on options written2		348,190		Net change in unrealized appreciation-(depreciation) options written		182,414
	Equity contracts	Net realized gain on futures contracts		17,438		Net change in unrealized appreciation-(depreciation) of futures contracts		(3,456	)
Totals			$	(768,204	)		$	274,128

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

20

Notes to Schedules of Portfolio Investments (continued)

		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 FQ Global Alternatives Fund
	Equity contracts	Net realized loss on futures contracts	$	(3,341,973	)	Net change in unrealized appreciation-(depreciation) of futures contracts	$	108,760
	Interest rate contracts	Net realized loss on futures contracts		(771,073	)	Net change in unrealized appreciation-(depreciation) of futures contracts		(1,215,620	)
	Foreign exchange contracts	Net realized gain on foreign currency transactions		1,604,931		Net change in unrealized appreciation-(depreciation) of foreign currency translations		351,511
Totals			$	(2,508,115	)		$	(755,349	)

		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 FQ Global Risk-Balanced Fund
	Equity contracts	Net realized loss on options purchased2	$	(1,540,965	)	Net change in unrealized appreciation-(depreciation) options purchased2	$	55,010
	Equity contracts	Net realized loss on options written2		477,917		Net change in unrealized appreciation-(depreciation) options written		483,469
	Equity contracts	Net realized gain on futures contracts		3,327,400		Net change in unrealized appreciation-(depreciation) of futures contracts		(1,643,084	)
	Interest rate contracts	Net realized loss on futures contracts		795,564		Net change in unrealized appreciation-(depreciation) of futures contracts		(284,175	)
Totals			$	3,059,916			$	(1,388,780	)

²  Options purchased are included in Investments at value on the Statement of Assets and Liabilities. Net realized gain (loss) on options purchased/written and net change in unrealized appreciation (depreciation) options purchased are included in the net realized gain (loss) on investments on the Statement of Operations.

At April 30, 2014, the following Funds had open written options:

(See Note 10 in the Notes to Financial Statements.)

AMG FQ U.S. Equity Fund
Description	Exercise Price		Expiration Date	Number of Contracts		Premium		Unrealized Gain/(Loss)
S&P 500 Index (Call)		1,940	05/17/14		105	$	60,742	$	53,603
S&P 500 Index (Call)		1,960	07/19/14		170		113,645		(31,705	)
S&P 500 Index (Call)		1,965	06/21/14		72		50,292		29,052
S&P 500 Index (Put)		1,640	05/17/14		105		94,343		90,142
S&P 500 Index (Put)		1,650	06/21/14		72		71,892		51,372
S&P 500 Index (Put)		1,690	07/19/14		170		220,745		62,645
Totals						$	611,659	$	255,109

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

21

Notes to Schedules of Portfolio Investments (continued)

AMG FQ Global Risk-Balanced Fund
Description	Exercise Price		Expiration Date	Number of Contracts		Premium		Unrealized Gain/(Loss)
EURO STOXX 50 (Call)		3,225	05/16/14		28	$	4,557	$	(66	)
EURO STOXX 50 (Call)		3,250	05/16/14		92		14,696		6,528
EURO STOXX 50 (Call)		3,275	06/20/14		55		10,499		(4,533	)
EURO STOXX 50 (Call)		3,275	05/16/14		65		9,891		7,095
EURO STOXX 50 (Call)		3,350	06/20/14		54		10,633		5,689
EURO STOXX 50 (Call)		3,425	09/19/14		54		13,722		(3,359	)
EURO STOXX 50 (Put)		2,600	09/19/14		54		19,091		4,782
EURO STOXX 50 (Put)		2,625	06/20/14		55		13,292		10,163
EURO STOXX 50 (Put)		2,650	06/20/14		54		17,044		13,598
EURO STOXX 50 (Put)		2,700	05/16/14		129		27,286		26,213
EURO STOXX 50 (Put)		2,725	05/16/14		56		9,734		9,190
S&P 500 Index (Call)		1,940	05/17/14		127		75,932		67,296
S&P 500 Index (Call)		1,960	07/19/14		142		99,101		(22,310	)
S&P 500 Index (Call)		1,980	06/21/14		100		86,789		69,289
S&P 500 Index (Put)		1,625	06/21/14		100		99,789		77,789
S&P 500 Index (Put)		1,640	05/17/14		127		114,032		108,952
S&P 500 Index (Put)		1,690	07/19/14		142		184,300		52,240
Totals						$	810,388	$	428,556

Transactions in written put and call options and swaptions for the six months ended April 30, 2014, were as follows:

(See Note 10 in the Notes to Financial Statements.)

AMG FQ U.S. Equity Fund
	Number of Contracts			Amount of Premiums
Options outstanding at October 31, 2013		685		$	564,713
Options written		1,396			1,168,046
Options exercised/expired/closed		(1,387	)		(1,121,100	)
Options outstanding at April 30, 2014		694		$	611,659

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

22

Notes to Schedules of Portfolio Investments (continued)

AMG FQ Global Risk-Balanced Fund
	Number of Contracts			Amount of Premiums
Options outstanding at October 31, 2013		1,162		$	777,852
Options written		2,860			1,578,156
Options exercised/expired/closed		(2,588	)		(1,545,620	)
Options outstanding at April 30, 2014		1,434		$	810,388

All futures contracts are exchange traded unless otherwise noted. The counterparty for all OTC contracts is either Morgan Stanley or Goldman Sachs. (See Note 9 in the Notes to Financial Statements.) At April 30, 2014, the following Funds had open futures contracts:

AMG FQ U.S. Equity Fund
Type	Number of Contracts		Position	Expiration Date		Unrealized Gain
S&P 500 E-Mini Index		2	Long		06/20/14	$	3,806

AMG FQ Global Alternative Fund
Type	Currency	Number of Contracts		Position	Expiration Date		Unrealized Gain/(Loss)
Amsterdam Index	EUR		1	Short		05/16/14	$	(2,139	)
Australia 10-Year Bond	AUD		384	Short		06/17/14		(521,870	)
Australian SPI 200 Index	AUD		84	Short		06/20/14		(198,192	)
CAC40 Index	EUR		11	Long		05/19/14		18,598
Canadian 10-Year bond	CAD		904	Short		06/30/14		(1,155,930	)
Dax Index	EUR		5	Long		06/20/14		58,502
Euro-Bund 10-Year	EUR		285	Short		06/10/14		(724,995	)
FTSE 100 Index	GBP		6	Short		06/23/14		(8,284	)
FTSE/MIB Index	EUR		11	Long		06/20/14		2,795
Hang Seng Index	HKD		19	Long		05/30/14		(22,287	)
IBEX 35 Index	EUR		16	Short		05/19/14		(70,293	)
Japanese 10-Year Bond	JPY		6	Long		06/11/14		1,095
S&P 500 E-Mini Index	USD		273	Short		06/20/14		(505,393	)
S&P/TSX 60 Index	CAD		1	Long		06/20/14		4,851
TOPIX Index	JPY		46	Long		06/13/14		(209,154	)

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

23

Notes to Schedules of Portfolio Investments (continued)

Type	Currency	Number of Contracts		Position	Expiration Date		Unrealized Gain/(Loss)
U.K. 10-Year Gilt	GBP		518	Long		06/30/14	$	997,657
U.S. Treasury 10-Year Bond	USD		867	Long		06/30/14		361,495
Total							$	(975,887	)

AMG FQ Global Risk-Balanced Fund
Type	Currency	Number of Contracts		Position	Expiration Date	Unrealized Gain/(Loss)
Amsterdam Index	EUR		25	Long	05/16/14	$	53,677
Australia 10-Year Bond	AUD		55	Long	06/17/14		91,106
Australian SPI 200 Index	AUD		40	Long	06/20/14		99,286
CAC40 Index	EUR		44	Long	05/19/14 to 06/23/14		170,340
Canadian 10-Year bond	CAD		48	Long	06/30/14		62,925
Dax Index	EUR		8	Long	06/20/14		121,864
E-Mini MSCI Index	USD		197	Long	06/20/14		676,295
Euro-Bund 10-Year	EUR		19	Long	06/10/14		42,152
Euro-Bund 30 Year	EUR		13	Long	06/10/14		52,416
FTSE 100 Index	GBP		31	Long	06/23/14		127,699
FTSE/MIB Index	EUR		17	Long	06/20/14		106,943
Hang Seng Index	HKD		17	Long	05/30/14		(35,070	)
IBEX 35 Index	EUR		17	Long	05/19/14		69,391
Russell 2000 Index	USD		101	Long	06/20/14		(484,523	)
S&P 500 E-Mini Index	USD		48	Long	06/20/14		91,350
S&P/TSX 60 Index	CAD		30	Long	06/20/14		132,297
TOPIX Index	JPY		29	Long	06/13/14		(196,272	)
U.K. 10-Year Gilt	GBP		41	Long	06/30/14		95,699
U.S. Treasury Long Bond	USD		37	Long	06/30/14		103,993
Total						$	1,381,568

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

24

Notes to Schedules of Portfolio Investments (continued)

At April 30, 2014, the following Funds had foreign currency contracts (in U.S. Dollars):

(See Note 8 in the Notes to Financial Statements.)

AMG FQ Global Alternatives Fund
Foreign Currency	Position	Settlement Date	Counterparty	Receivable Amount		Payable Amount		Unrealized Gain/ (Loss)
Australian Dollar	Long	06/18/14	MS	$	8,886,204	$	8,838,615	$	47,589
British Pound	Long	06/18/14	GS		1,573,550		1,557,311		16,239
British Pound	Long	06/18/14	MS		20,774,267		20,523,564		250,703
Canadian Dollar	Long	06/18/14	GS		16,632,478		16,491,948		140,530
Canadian Dollar	Long	06/18/14	MS		9,630,863		9,442,537		188,326
Euro	Long	06/18/14	GS		43,001,847		42,590,888		410,959
Euro	Long	06/18/14	MS		17,967,793		17,868,313		99,480
Japanese Yen	Long	06/18/14	GS		15,606,125		15,599,901		6,224
Japanese Yen	Long	06/18/14	MS		41,201,893		41,211,873		(9,980	)
New Zealand Dollar	Long	06/18/14	GS		7,166,042		7,170,016		(3,974	)
New Zealand Dollar	Long	06/18/14	MS		64,913,840		63,679,355		1,234,485
Norwegian Krone	Long	06/18/14	GS		16,424,132		16,253,293		170,839
Norwegian Krone	Long	06/18/14	MS		29,143,777		28,807,480		336,297
Singapore Dollar	Long	06/18/14	GS		5,390,675		5,343,119		47,556
Swedish Krona	Long	06/18/14	GS		2,334,405		2,361,507		(27,102	)
Swedish Krona	Long	06/18/14	MS		10,129,282		10,192,411		(63,129	)
Swiss Franc	Long	06/18/14	GS		149,562		150,607		(1,045	)
Swiss Franc	Long	06/18/14	MS		4,338,309		4,338,882		(573	)
Australian Dollar	Short	06/18/14	GS		107,252		111,526		(4,274	)
Australian Dollar	Short	06/18/14	MS		36,407,033		37,130,000		(722,967	)
British Pound	Short	06/18/14	GS		3,908,816		3,983,976		(75,160	)
British Pound	Short	06/18/14	MS		4,592,901		4,648,022		(55,121	)
Canadian Dollar	Short	06/18/14	GS		30,151,463		30,503,583		(352,120	)
Canadian Dollar	Short	06/18/14	MS		12,444,338		12,545,077		(100,739	)
Euro	Short	06/18/14	GS		5,666,464		5,661,395		5,069
Euro	Short	06/18/14	MS		21,282,918		21,381,842		(98,924	)
Japanese Yen	Short	06/18/14	GS		5,502,840		5,514,379		(11,539	)
Japanese Yen	Short	06/18/14	MS		11,853,434		11,866,836		(13,402	)

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

25

Notes to Schedules of Portfolio Investments (continued)

Foreign Currency	Position	Settlement Date	Counterparty	Receivable Amount		Payable Amount		Unrealized Gain/ (Loss)
New Zealand Dollar	Short	06/18/14	GS	$	22,994,044	$	23,660,856	$	(666,812	)
New Zealand Dollar	Short	06/18/14	MS		4,273,004		4,290,112		(17,108	)
Norwegian Krone	Short	06/18/14	MS		18,616,815		18,712,560		(95,745	)
Singapore Dollar	Short	06/18/14	GS		38,011,291		38,413,812		(402,521	)
Singapore Dollar	Short	06/18/14	MS		3,031,233		3,055,868		(24,635	)
Swedish Krona	Short	06/18/14	GS		43,422,189		43,067,835		354,354
Swedish Krona	Short	06/18/14	MS		22,690,838		22,673,817		17,021
Swiss Franc	Short	06/18/14	GS		30,222,746		30,441,081		(218,335	)
Swiss Franc	Short	06/18/14	MS		26,816,504		27,044,181		(227,677	)
Totals				$	657,261,167	$	657,128,378	$	132,789

CURRENCY ABBREVIATIONS:
AUD:	Australian Dollar
CAD:	Canadian Dollar
EUR:	Euro
GBP:	British Pound
HKD:	Hong Kong Dollar
JPY:	Japanese Yen
USD:	U.S. Dollar
COUNTERPARTY ABBREVIATIONS:
MS:	Morgan Stanley
GS:	Goldman Sachs Group, Inc.
OTC:	Over-the-counter

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

26

Statement of Assets and Liabilities

April 30, 2014 (unaudited)

	AMG FQ Tax-Managed U.S. Equity Fund		AMG FQ U.S. Equity Fund		AMG FQ Global Alternatives Fund		AMG FQ Global Risk-Balanced Fund
Assets:
Investments at value* (including securities on loan valued at $53,332, $47,224, $3,521,397, and $13,710,571, respectively)	$	55,580,951	$	65,610,641	$	94,236,233	$	83,767,774
Repurchase agreements at value**		54,391		54,560		3,585,729		14,040,644
Cash collateral for forward foreign currency contracts		—		—		400,000		—
Cash collateral for futures		—		77,000		—		—
Receivable for Fund shares sold		179,931		34,977		112,966		19,683
Dividends, interest and other receivables		31,171		40,830		879		18,706
Receivable for variation margin on futures contracts		—		610		558,356		216,714
Receivable for investments sold		—		—		—		172,231
Receivable from affiliate		3,271		2		54,319		10,415
Unrealized appreciation on forward foreign currency contracts		—		—		3,329,272		—
Prepaid expenses		24,300		26,679		45,094		35,593
Other Asset		—		123		—		6,707
Total assets		55,874,015		65,845,422		102,322,848		98,288,467
Liabilities:
Payable to custodian		—		—		434		—
Payable upon return of securities loaned		54,391		54,560		3,585,729		14,040,644
Payable for Fund shares repurchased		183,070		111,699		466,015		621,296
Written options (premium received $0, $0, $611,659 and $810,388, respectively)		—		356,550		—		381,832
Payable for variation margin on futures contracts		—		—		681,492		129,668
Unrealized depreciation on forward foreign currency contracts		—		—		3,196,483		—
Accrued expenses:
Investment management and advisory fees		38,770		18,812		135,318		41,440
Shareholder servicing fees - Investor Class		—		—		6,846		5,916
Shareholder servicing fees - Service		—		—		5,998		196
Administrative fees		—		13,437		19,900		17,267
Distribution fees - Investor Class		1,614		5,181		8,558		774
Trustees fees and expenses		225		98		1,083		544
Other		29,957		38,333		75,870		21,685
Total liabilities		308,027		598,670		8,183,726		15,261,262
Net Assets	$	55,565,988	$	65,246,752	$	94,139,122	$	83,027,205
*       Investments at cost	$	36,714,813	$	54,796,267	$	83,166,480	$	83,945,218
**     Repurchase agreements at cost	$	54,391	$	54,560	$	3,585,729	$	14,040,644

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

27

Statement of Assets and Liabilities (continued)

	AMG FQ Tax-Managed U.S. Equity Fund			AMG FQ U.S. Equity Fund			AMG FQ Global Alternatives Fund			AMG FQ Global Risk-Balanced Fund
Net Assets Represent:
Paid-in capital	$	53,127,575		$	57,636,085		$	92,455,095		$	95,787,061
Undistributed net investment income (loss)		28,011			39,878			(772,385	)		707,581
Accumulated net realized loss from investments, options, futures and foreign currency transactions		(16,455,736	)		(3,502,500	)		(6,771,287	)		(15,106,824	)
Net unrealized appreciation of investments, options, futures and foreign currency translations		18,866,138			11,073,289			9,227,699			1,639,387
Net Assets	$	55,565,988		$	65,246,752		$	94,139,122		$	83,027,205
Investor Class:
Net Assets	$	7,500,179		$	25,226,911		$	40,361,747		$	3,751,773
Shares outstanding		339,956			1,540,386			4,952,315			274,380
Net asset value and redemption price per share	$	22.06		$	16.38		$	8.15		$	13.67
Service Class:
Net Assets		n/a			n/a		$	35,016,087		$	2,231,547
Shares outstanding		n/a			n/a			4,294,279			161,907
Net asset value and redemption price per share		n/a			n/a		$	8.15		$	13.78
Institutional Class:
Net Assets	$	48,065,809		$	40,019,841		$	18,761,288		$	77,043,885
Shares outstanding		2,183,357			2,441,161			2,297,019			5,578,906
Net asset value and redemption price per share	$	22.01		$	16.39		$	8.17		$	13.81

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

28

Statement of Operations

For the six months ended April 30, 2014 (unaudited)

	AMG FQ Tax-Managed U.S. Equity Fund			AMG FQ U.S. Equity Fund			AMG FQ Global Alternatives Fund			AMG FQ Global Risk-Balanced Fund
Investment Income:
Dividend income	$	350,864		$	610,983		$	283,159		$	1,078,551
Interest income		66			—			14,985			4,141
Securities lending income		664			6,222			401			18,527
Total investment income		351,594			617,205			298,545			1,101,219
Expenses:
Investment management and advisory fees		230,076			111,026			894,021			259,709
Administrative fees		—			79,305			131,474			108,212
Distribution fees - Investor Class		9,062			30,353			60,454			5,471
Shareholder servicing fees - Investor Class		—			—			47,099			5,471
Shareholder servicing fees - Service Class		—			—			35,732			390
Professional fees		15,293			16,917			11,362			20,300
Transfer agent		11,533			15,058			15,258			10,470
Registration fees		9,315			9,582			14,076			15,167
Reports to shareholders		5,618			6,979			19,296			8,818
Custodian		3,202			5,752			2,999			3,294
Trustees fees and expenses		934			1,038			1,478			1,608
Miscellaneous		939			1,099			1,857			1,544
Total expenses before offsets		285,972			277,109			1,235,106			440,454
Expense waiver		—			—			(5,677	)		(3,017	)
Expense reimbursements		(9,229	)		(300	)		(334,533	)		(43,799	)
Expense repayments		292			4,019			—			—
Net expenses		277,035			280,828			894,896			393,638
Net investment income (loss)		74,559			336,377			(596,351	)		707,581
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments		2,218,638			3,891,655			102			(2,075,924	)
Net realized gain (loss) on futures contracts		—			17,438			(4,113,046	)		4,122,964
Net realized gain (loss) on foreign currency transactions		—			—			1,659,684			(9,029	)
Net realized gain on written options		—			348,190			—			477,917
Net change in unrealized appreciation (depreciation) of investments		2,954,338			94,654			1,936,658			1,483,746
Net change in unrealized appreciation (depreciation) of futures contracts		—			(3,456	)		(1,106,860	)		(1,927,259	)
Net change in unrealized appreciation (depreciation) on foreign currency translations		—			—			352,643			2,180
Net change in unrealized appreciation (depreciation) on written options		—			182,414			—			483,469
Net realized and unrealized gain (loss)		5,172,976			4,530,895			(1,270,819	)		2,558,064
Net increase (decrease) in net assets resulting from operations	$	5,247,535		$	4,867,272		$	(1,867,170	)	$	3,265,645

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

29

Statements of Changes in Net Assets

For the six months ended April 30, 2014 (unaudited) and the fiscal year ended October 31, 2013

	AMG FQ Tax-Managed U.S. Equity Fund						AMG FQ U.S. Equity Fund
	April 30, 2014			October 31, 2013			April 30, 2014			October 31, 2013
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	74,559		$	265,978		$	336,377		$	861,768
Net realized gain on investments, options and futures		2,218,638			5,319,200			4,257,283			5,506,743
Net change in unrealized appreciation (depreciation) of investments, options and futures		2,954,338			6,683,434			273,612			5,835,124
Net increase in net assets resulting from operations		5,247,535			12,268,612			4,867,272			12,203,635
Distributions to Shareholders:
From net investment income:
Investor Class		(8,882	)		(45,496	)		(80,885	)		(217,396	)
Institutional Class		(145,414	)		(329,833	)		(237,900	)		(638,539	)
Total distributions to shareholders		(154,296	)		(375,329	)		(318,785	)		(855,935	)
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		940,897			(5,096,506	)		(364,553	)		2,180,618
Total increase in net assets		6,034,136			6,796,777			4,183,934			13,528,318
Net Assets:
Beginning of period		49,531,852			42,735,075			61,062,818			47,534,500
End of period	$	55,565,988		$	49,531,852		$	65,246,752		$	61,062,818
End of period undistributed net investment income	$	28,011		$	107,748		$	39,878		$	22,286

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

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

30

Statements of Changes in Net Assets (continued)

For the six months ended April 30, 2014 (unaudited) and the fiscal year ended October 31, 2013

	AMG FQ Global Alternatives Fund						AMG FQ Global Risk-Balanced Fund
	April 30, 2014			October 31, 2013			April 30, 2014			October 31, 2013
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)	$	(596,351	)	$	(1,843,313	)	$	707,581		$	789,124
Net realized gain (loss) on investments, futures and foreign currency transactions		(2,453,260	)		8,304,238			2,515,928			179,130
Net change in unrealized appreciation (depreciation) of investments, futures and foreign currency translations		1,182,441			(9,464,913	)		42,136			593,316
Net increase (decrease) in net assets resulting from operations		(1,867,170	)		(3,003,988	)		3,265,645			1,561,570
Distributions to Shareholders:
From net investment income:
Investor Class		(3,442,996	)		(1,998,827	)		—			(352,805	)
Service Class		(2,525,748	)		(922,404	)		—			(399,327	)
Institutional Class		(1,557,195	)		(570,386	)		—			(3,193,560	)
Total distributions to shareholders		(7,525,939	)		(3,491,617	)		—			(3,945,692	)
Capital Share Transactions:1
Net decrease from capital share transactions		(15,306,153	)		(196,130,478	)		(20,021,517	)		(21,786,490	)
Total decrease in net assets		(24,699,262	)		(202,626,083	)		(16,755,872	)		(24,170,612	)
Net Assets:
Beginning of period		118,838,384			321,464,467			99,783,077			123,953,689
End of period	$	94,139,122		$	118,838,384		$	83,027,205		$	99,783,077
End of period undistributed net investment income (loss)	$	(772,385	)	$	7,349,905		$	707,581			—

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

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

31

AMG FQ Tax-Managed U.S. Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,
	April 30, 2014
Investor Class	(unaudited)			2013			2012			2011			2010			2009
Net Asset Value, Beginning of Period	$	20.02		$	15.37		$	13.63		$	12.47		$	10.01		$	9.99
Income from Investment Operations:
Net investment income (loss)		0.00	#,3		0.06	3,4		0.05	3,6		(0.01	)3		0.02	3		0.09
Net realized and unrealized gain on investments		2.06	3		4.71	3		1.69	3		1.18	3		2.44	3		0.04
Total from investment operations		2.06			4.77			1.74			1.17			2.46			0.13
Less Distributions to Shareholders from:
Net investment income		(0.02	)		(0.12	)		—			(0.01	)		—			(0.11	)
Net Asset Value, End of Period	$	22.06		$	20.02		$	15.37		$	13.63		$	12.47		$	10.01
Total Return1		10.31	%14		31.31	%		12.77	%		9.40	%		24.58	%		1.53	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.24	%15		1.26	%5		1.24	%		1.24	%		1.24	%		1.24	%
Ratio of expenses to average net assets (with offsets)		1.24	%15		1.26	%5		1.24	%		1.24	%		1.24	%		1.24	%
Ratio of total expenses to average net assets (without offsets/reductions)2		1.27	%15		1.35	%5		1.39	%		1.36	%		1.44	%		1.43	%
Ratio of net investment income (loss) to average net assets1		0.06	%15		0.35	%5		0.35	%		(0.07	)%		0.22	%		0.45	%
Portfolio turnover		22	%		49	%		36	%		40	%		81	%		147	%
Net assets at end of period (000’s omitted)	$	7,500		$	6,324		$	3,026		$	3,049		$	4,116		$	7,175
	For the six months ended			For the fiscal year ended October 31,
	April 30, 2014
Institutional Class	(unaudited)			2013			2012			2011			2010			2009
Net Asset Value, Beginning of Period	$	19.99		$	15.33		$	13.58		$	12.43		$	9.98		$	9.99
Income from Investment Operations:
Net investment income		0.03	3		0.11	3,4		0.09	3,6		0.02	3		0.05	3		0.07
Net realized and unrealized gain on investments		2.05	3		4.70	3		1.67	3		1.19	3		2.43	3		0.07
Total from investment operations		2.08			4.81			1.76			1.21			2.48			0.14
Less Distributions to Shareholders from:
Net investment income		(0.06	)		(0.15	)		(0.01	)		(0.06	)		(0.03	)		(0.15	)
Net Asset Value, End of Period	$	22.01		$	19.99		$	15.33		$	13.58		$	12.43		$	9.98
Total Return1		10.44	%9,14		31.65	%9		13.00	%		9.70	%		24.92	%		1.65	%
Ratio of net expenses to average net assets (with offsets/reductions)		0.99	%15		1.01	%5		0.99	%		0.99	%		0.99	%		0.99	%
Ratio of expenses to average net assets (with offsets)		0.99	%15		1.01	%5		0.99	%		0.99	%		0.99	%		0.99	%
Ratio of total expenses to average net assets (without offsets/reductions)2		1.02	%15		1.10	%5		1.14	%		1.11	%		1.19	%		1.18	%
Ratio of net investment income to average net assets1		0.31	%15		0.62	%5		0.60	%		0.18	%		0.45	%		0.69	%
Portfolio turnover		22	%		49	%		36	%		40	%		81	%		147	%
Net assets at end of period (000’s omitted)	$	48,066		$	43,207		$	36,884		$	35,741		$	39,420		$	39,366

32

AMG FQ U.S. Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,
	April 30, 2014
Investor Class	(unaudited)			2013			2012			2011			2010			2009
Net Asset Value, Beginning of Period	$	15.23		$	12.29		$	11.30		$	10.29		$	8.93		$	8.63
Income from Investment Operations:
Net investment income		0.07	3		0.19	3,4		0.22	3		0.09	3		0.10			0.11
Net realized and unrealized gain on investments		1.13	3		2.94	3		1.07	3		1.01	3		1.37			0.32
Total from investment operations		1.20			3.13			1.29			1.10			1.47			0.43
Less Distributions to Shareholders from:
Net investment income		(0.05	)		(0.19	)		(0.30	)		(0.09	)		(0.11	)		(0.13	)
Net Asset Value, End of Period	$	16.38		$	15.23		$	12.29		$	11.30		$	10.29		$	8.93
Total Return1		7.90	%14		25.66	%		11.50	%		10.72	%		16.57	%		5.21	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.04	%15		1.06	%7		1.04	%		1.04	%8		1.04	%		1.04	%
Ratio of expenses to average net assets (with offsets)		1.04	%15		1.06	%7		1.04	%		1.04	%8		1.04	%		1.04	%
Ratio of total expenses to average net assets (without offsets/reductions)2		1.04	%15		1.10	%7		1.15	%		1.13	%8		1.15	%		1.29	%
Ratio of net investment income to average net assets1		0.91	%15		1.37	%7		1.84	%		0.83	%8		0.98	%		1.35	%
Portfolio turnover		39	%		91	%		132	%		138	%		117	%		151	%
Net assets at end of period (000’s omitted)	$	25,227		$	23,103		$	12,764		$	12,966		$	18,755		$	18,588
	For the six months ended			For the fiscal year ended October 31,
	April 30, 2014
Institutional Class	(unaudited)			2013			2012			2011			2010			2009
Net Asset Value, Beginning of Period	$	15.27		$	12.34		$	11.38		$	10.35		$	8.99		$	8.68
Income from Investment Operations:
Net investment income		0.09	3		0.24	3,4		0.25	3		0.12	3		0.13			0.14
Net realized and unrealized gain on investments		1.13	3		2.93	3		1.07	3		1.03	3		1.37			0.32
Total from investment operations		1.22			3.17			1.32			1.15			1.50			0.46
Less Distributions to Shareholders from:
Net investment income		(0.10	)		(0.24	)		(0.36	)		(0.12	)		(0.14	)		(0.15	)
Net Asset Value, End of Period	$	16.39		$	15.27		$	12.34		$	11.38		$	10.35		$	8.99
Total Return1		7.97	%14		26.00	%		11.78	%		11.12	%		16.75	%		5.56	%
Ratio of net expenses to average net assets (with offsets/reductions)		0.79	%15		0.81	%7		0.79	%		0.79	%8		0.79	%		0.79	%
Ratio of expenses to average net assets (with offsets)		0.79	%15		0.81	%7		0.79	%		0.79	%8		0.79	%		0.79	%
Ratio of total expenses to average net assets (without offsets/reductions)2		0.79	%15		0.85	%7		0.90	%		0.88	%8		0.90	%		1.04	%
Ratio of net investment income to average net assets1		1.16	%15		1.73	%7		2.09	%		1.08	%8		1.22	%		1.58	%
Portfolio turnover		39	%		91	%		132	%		138	%		117	%		151	%
Net assets at end of period (000’s omitted)	$	40,020		$	37,960		$	34,231		$	33,250		$	32,309		$	31,175

33

AMG FQ Global Alternatives Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,
	April 30, 2014
Investor Class	(unaudited)			2013			2012			2011			2010			2009
Net Asset Value, Beginning of Period	$	8.90		$	9.17		$	9.30		$	10.24		$	9.96		$	11.00
Income (Loss) from Investment Operations:
Net investment loss3		(0.05	)		(0.12	)		(0.12	)		(0.14	)		(0.14	)		(0.09	)
Net realized and unrealized gain (loss) on investments3		(0.12	)		—	#		(0.01	)		(0.80	)		0.42			(0.27	)
Total from investment operations		(0.17	)		(0.12	)		(0.13	)		(0.94	)		0.28			(0.36	)
Less Distributions to Shareholders from:
Net investment income		(0.58	)		(0.15	)11		—			—			—			(0.68	)11
Net Asset Value, End of Period	$	8.15		$	8.90		$	9.17		$	9.30		$	10.24		$	9.96
Total Return1		(1.95	)%9,14		(1.28	)%9		(1.40	)%		(9.18	)%9		2.81	%9		(3.15	)%
Ratio of net expenses to average net assets (with offsets/reductions)		1.88	%15		1.90	%10		1.92	%		1.92	%12		1.91	%		2.00	%
Ratio of expenses to average net assets (with offsets)		1.89	%15		1.90	%10		1.92	%		1.92	%12		1.92	%		1.97	%
Ratio of total expenses to average net assets (without offsets/reductions)2		2.53	%15		2.65	%10		2.65	%		2.58	%12		2.55	%		2.44	%
Ratio of net investment loss to average net assets1		(1.31	)%15		(1.37	)%10		(1.35	)%		(1.47	)%12		(1.39	)%		(0.88	)%
Portfolio turnover		—			—			—			12	%		17	%		77	%
Net assets at end of period (000’s omitted)	$	40,362		$	58,165		$	237,013		$	362,659		$	518,118		$	206,153

	For the six months ended			For the fiscal year ended October 31,									For the fiscal
	April 30, 2014												period ended
Service Class	(unaudited)			2013			2012			2011			October 31, 2010##
Net Asset Value, Beginning of Period	$	8.93		$	9.25		$	9.36		$	10.27		$	9.97
Income from Investment Operations:
Net investment loss3		(0.04	)		(0.09	)		(0.10	)		(0.11	)		(0.10	)
Net realized and unrealized gain (loss) on investments3		(0.12	)		—	#		(0.01	)		(0.80	)		0.40
Total from investment operations		(0.16	)		(0.09	)		(0.11	)		(0.91	)		0.30
Less Distributions to Shareholders from:
Net investment income		(0.62	)		(0.23	)11		—			—			—
Net Asset Value, End of Period	$	8.15		$	8.93		$	9.25		$	9.36		$	10.27
Total Return1		(1.81	)%9,14		(1.02	)%		(1.18	)%		(8.86	)%		3.01	%14
Ratio of net expenses to average net assets (with offsets/reductions)		1.63	%15		1.60	%10		1.62	%		1.63	%12		1.70	%15
Ratio of expenses to average net assets (with offsets)		1.64	%15		1.60	%10		1.62	%		1.63	%12		1.70	%15
Ratio of total expenses to average net assets (without offsets/reductions)2		2.28	%15		2.35	%10		2.35	%		2.29	%12		2.36	%15
Ratio of net investment loss to average net assets1		(1.06	)%15		(1.03	)%10		(1.05	)%		(1.18	)%12		(1.17	)%15
Portfolio turnover		—			—			—			12	%		17	%
Net assets at end of period (000’s omitted)	$	35,016		$	39,060		$	44,587		$	43,870		$	18,049

34

AMG FQ Global Alternatives Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,									For the fiscal
	April 30, 2014												period ended
Institutional Class	(unaudited)			2013			2012			2011			October 31, 2010##
Net Asset Value, Beginning of Period	$	8.96		$	9.28		$	9.38		$	10.28		$	9.97
Income (Loss) from Investment Operations:
Net investment loss3		(0.04	)		(0.08	)		(0.08	)		(0.10	)		(0.08	)
Net realized and unrealized gain (loss) on investments3		(0.11	)		0.01			(0.02	)		(0.80	)		0.39
Total from investment operations		(0.15	)		(0.07	)		(0.10	)		(0.90	)		0.31
Less Distributions to Shareholders from:
Net investment income		(0.64	)		(0.25	)11		—			—			—
Net Asset Value, End of Period	$	8.17		$	8.96		$	9.28		$	9.38		$	10.28
Total Return1		(1.74	)%9,14		(0.77	)%9		(1.07	)%		(8.75	)%9		3.11	%9,14
Ratio of net expenses to average net assets (with offsets/reductions)		1.43	%15		1.45	%10		1.47	%		1.48	%12		1.48	%15
Ratio of expenses to average net assets (with offsets)		1.44	%15		1.45	%10		1.47	%		1.48	%12		1.48	%15
Ratio of total expenses to average net assets (without offsets/reductions)2		2.08	%15		2.20	%10		2.20	%		2.14	%12		2.14	%15
Ratio of net investment loss to average net assets1		(0.86	)%15		(0.89	)%10		(0.90	)%		(1.03	)%12		(0.95	)%15
Portfolio turnover		—			—			—			12	%		17	%
Net assets at end of period (000’s omitted)	$	18,761		$	21,613		$	24,242		$	31,045		$	25,856

35

AMG FQ Global Risk-Balanced Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,									For the fiscal
	April 30, 2014												period ended
Investor Class	(unaudited)			2013			2012			2011			October 31, 2010*
Net Asset Value, Beginning of Period	$	13.14		$	13.36		$	12.80		$	12.73		$	11.36
Income from Investment Operations:
Net investment income (loss)3		0.08			0.03			(0.04	)		0.01			(0.07	)
Net realized and unrealized gain on investments3		0.45			0.13			1.11			0.62			1.44
Total from investment operations		0.53			0.16			1.07			0.63			1.37
Less Distributions to Shareholders from:
Net investment income		—			(0.38	)11		(0.51	)11		(0.56	)11		—
Net Asset Value, End of Period	$	13.67		$	13.14		$	13.36		$	12.80		$	12.73
Total Return1		4.03	%14		1.16	%		8.67	%9		5.23	%9		12.06	%9,14
Ratio of net expenses to average net assets (with offsets/reductions)		1.38	%15		1.41	%13		1.44	%		1.47	%		1.46	%15
Ratio of expenses to average net assets (with offsets)		1.39	%15		1.41	%13		1.44	%		1.47	%		1.46	%15
Ratio of total expenses to average net assets (without offsets/reductions)2		1.49	%15		1.55	%13		1.50	%		1.49	%		1.54	%15
Ratio of net investment income (loss) to average net assets1		1.23	%15		0.25	%13		(0.32	)%		0.06	%		(0.72	)%15
Portfolio turnover		3	%		36	%		43	%		80	%		127	%
Net assets at end of period (000’s omitted)	$	3,752		$	5,520		$	13,043		$	7,824		$	6,517
	For the six months ended			For the fiscal year ended October 31,									For the fiscal
	April 30, 2014												period ended
Service Class	(unaudited)			2013			2012			2011			October 31, 2010*
Net Asset Value, Beginning of Period	$	13.21		$	13.44		$	12.86		$	12.77		$	11.36
Income from Investment Operations:
Net investment income (loss)3		0.12			0.08			(0.02	)		0.03			(0.04	)
Net realized and unrealized gain on investments3		0.45			0.14			1.15			0.62			1.45
Total from investment operations		0.57			0.22			1.13			0.65			1.41
Less Distributions to Shareholders from:
Net investment income		—			(0.45	)11		(0.55	)11		(0.56	)11		—
Net Asset Value, End of Period	$	13.78		$	13.21		$	13.44		$	12.86		$	12.77
Total Return1		4.32	%14		1.61	%		9.11	%		5.44	%		12.41	%14
Ratio of net expenses to average net assets (with offsets/reductions)		0.90	%15		0.99	%13		0.99	%		1.15	%		1.17	%15
Ratio of expenses to average net assets (with offsets)		0.91	%15		0.99	%13		0.99	%		1.15	%		1.17	%15
Ratio of total expenses to average net assets (without offsets/reductions)2		1.01	%15		1.13	%13		1.08	%		1.17	%		1.25	%15
Ratio of net investment income (loss) to average net assets1		1.81	%15		0.63	%13		(0.14	)%		0.24	%		(0.43	)%15
Portfolio turnover		3	%		36	%		43	%		80	%		127	%
Net assets at end of period (000’s omitted)	$	2,232		$	5,844		$	11,738		$	1,103		$	217

36

AMG FQ Global Risk-Balanced Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,
	April 30, 2014
Institutional Class	(unaudited)			2013			2012			2011			2010**			2009
Net Asset Value, Beginning of Period	$	13.23		$	13.47		$	12.88		$	12.77		$	11.16		$	9.82
Income from Investment Operations:
Net investment income (loss)3		0.11			0.10			0.03			0.08			(0.01	)		0.47
Net realized and unrealized gain on investments3		0.47			0.12			1.12			0.61			1.72			1.35
Total from investment operations		0.58			0.22			1.15			0.69			1.71			1.82
Less Distributions to Shareholders from:
Net investment income		—			(0.46	)11		(0.56	)11		(0.58	)11		(0.10	)		(0.48	)
Net Asset Value, End of Period	$	13.81		$	13.23		$	13.47		$	12.88		$	12.77		$	11.16
Total Return1		4.38	%14		1.61	%		9.29	%		5.70	%9		15.41	%9,15		19.67	%
Ratio of net expenses to average net assets (with offsets/reductions)		0.88	%15		0.91	%13		0.94	%		0.97	%		0.97	%		0.92	%
Ratio of expenses to average net assets (with offsets)		0.89	%15		0.91	%13		0.94	%		0.97	%		0.97	%		0.94	%
Ratio of total expenses to average net assets (without offsets/reductions)2		0.99	%15		1.05	%13		1.00	%		0.99	%		1.05	%		1.17	%
Ratio of net investment income (loss) to average net assets1		1.65	%15		0.75	%13		0.20	%		0.64	%		(0.09	)%		4.82	%
Portfolio turnover		3	%		36	%		43	%		80	%		127	%		213	%
Net assets at end of period (000’s omitted)	$	77,044		$	88,419		$	99,173		$	86,935		$	93,903		$	80,584

37

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.

# Rounds to less than $0.01 per share or 0.01%.

^## Commenced operations on January 1, 2010.

* Investor Class and Service Class shares commenced operations on January 1, 2010.

** Effective January 1, 2010, existing shares of AMG FQ Global Risk-Balanced Fund were reclassified and redesignated as Institutional Class shares.

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

² Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes non-reimbursable expenses, if any, such as interest and taxes.

³ Per share numbers have been calculated using average shares.

⁴ Includes non-recurring dividends. Without these dividends, net investment income per class would have been $0.00 and $0.05 for AMG FQ Tax-Managed U.S. Equity Fund’s Investor Class and Institutional Class, respectively, and $0.16 and $0.21 for AMG FQ U.S. Equity Fund’s Investor Class and Institutional Class, respectively.

⁵ Includes non-routine extraordinary expenses amounting to 0.025% and 0.024% of average net assets for the Investor Class and Institutional Class, respectively.

⁶ Includes non-recurring dividends. Without these dividends, net investment income per class would have been $0.01, and $0.05 for AMG FQ Tax-Managed U.S. Equity Fund’s Investor Class and Institutional Class Shares, respectively.

⁷ Includes non-routine extraordinary expenses amounting to 0.022% and 0.023% of average net assets for the Investor Class, and Institutional Class, respectively.

⁸ Excludes tax expense for the fiscal year ended October 31, 2011, of $2,454 or 0.01%.

⁹ The total return is based on the Financial Statement Net Asset Values as shown above.

¹⁰ Includes non-routine extraordinary expenses amounting to 0.020%, 0.018% and 0.020% of average net assets for the Investor Class, Service Class and Institutional Class, respectively.

¹¹ The per share income distribution shown for the Institutional, Service, and Investor Class shares represents income derived primarily from foreign currency gains. (See Note 1(d)) of Notes to Financial Statements.)

¹² Includes interest expense for the fiscal year ended October 31, 2011, of $62,878 or 0.01%.

¹³ Includes non-routine extraordinary expenses amounting to 0.026%, 0.023% and 0.026% of average net assets for the Investor Class, Service Class and Institutional Class, respectively.

¹⁴ Not annualized.

¹⁵ Annualized.

38

Notes to Financial Statements

April 30, 2014 (unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds I (formerly Managers Trust I) (the “Trust”) is an open-end management investment company, organized as a Massachusetts business trust, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are: AMG FQ Tax-Managed U.S. Equity Fund (“Tax-Managed”) (formerly Managers AMG FQ Tax-Managed U.S. Equity Fund), AMG FQ U.S. Equity Fund (“U.S. Equity”) (formerly Managers AMG FQ U.S. Equity Fund), AMG FQ Global Alternatives Fund (“Global Alternatives”) (formerly Managers AMG FQ Global Alternatives Fund) and AMG FQ Global Risk-Balanced Fund (“Global Risk-Balanced”) (formerly Managers AMG FQ Global Essentials Fund), each a “Fund” and collectively the “Funds.”

Effective December 1, 2012, Class A shares of the Tax-Managed, U.S. Equity and Global Alternatives Funds were renamed Investor Class shares. On November 30, 2012, at the close of business, all outstanding Class C shares of the Tax-Managed, U.S. Equity and Global Alternatives Funds were automatically converted to a number of full and/or fractional Investor Class shares equal in value to the shareholder Class C shares of each respective Fund.

Tax-Managed and U.S. Equity each offer two classes of shares: Investor Class and Institutional Class. Global Alternatives and Global Risk-Balanced each offers three classes of shares: Investor Class, Service Class and Institutional Class. Each class represents an interest in the same assets of the Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

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

a. VALUATION OF INVESTMENTS

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Equity securities primarily traded on an international securities exchange and equity securities traded on NASDAQ or in a U.S. or non-U.S. over-the-counter market are valued at the market’s official closing price, or, if there are no trades on the applicable date, at the last quoted bid price. In addition, if the applicable market does not offer an official closing price or if the official closing price is not representative of the overall market, equity securities primarily traded on an international securities exchange and equity securities traded in a non-U.S. over-the counter market are valued at the last quoted sales price. The Funds’ 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 Funds (the “Board”).

Fixed-income securities are valued based on valuations furnished by independent pricing services that utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Debt obligations (other than short term debt obligations that have 60 days or less remaining until maturity) will be valued using the evaluated bid price or the mean price provided by an authorized pricing service. Futures contracts for which market quotations are readily available are valued at the settlement price as of the close of the futures exchange. Short-term debt obligations (debt obligations with maturities of one year or less at the time of issuance) that have 60 days or less remaining until maturity will be valued at amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share except ETF’s, which are valued the same as equity securities.

Under certain circumstances, the value of certain Fund 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 Pricing Committee is the committee formed by the Board to make fair value determinations for such investments. The Funds 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 deemed to be readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if AMG Funds LLC (formerly Managers Investment Group LLC) (the “Investment Manager”) believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that the Fund might reasonably expect to receive from a current sale of that 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 analytical data and press releases relating to the investment and its issuer; 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 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 Pricing Committee, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets. Under certain circumstances, on behalf of a fund that invests

39

Notes to Financial Statements (continued)

primarily in international securities, the Investment Manager or applicable subadvisor may recommend an adjustment of such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which each Fund calculates its NAV. The Board has also adopted a policy that securities held in a fund that invests primarily in international securities and certain foreign debt obligations held by a fund, in each case, that can be fair valued by the applicable fair value pricing service are fair valued on each business day without regard to a “trigger” (e.g., without regard to invoking fair value based upon a change in a U.S. equity securities index exceeding a pre-determined level). The Funds may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of securities that are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations.

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, option 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 Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

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

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Distributions received in excess of income from return of capital including real estate investment trusts (REITs) are recorded as a reduction of the cost of the related investment and/or as a realized gain. If the Funds no longer own the applicable securities, any distributions received in excess of income are recorded as an adjustment to realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds 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 Funds have a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”), the Funds’ custodian, whereby each Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custodian expenses that would otherwise be charged to each Fund. For the six months ended April 30, 2014, the Funds’ custodian expense was not reduced.

Overdraft fees are computed at 1% above the effective Federal Funds rate on the day of the overdraft. Prior to January 1, 2013, the rate was 2% above the effective Federal Funds rate. For the six months ended April 30, 2014, overdraft fees for Tax-Managed and U.S. Equity equaled $2 and $40, respectively.

The Trust held a shareholder meeting at which shareholders approved a new Declaration of Trust for the Trust, among other proposals. The costs associated with this proxy statement and shareholder meeting are being treated as “extraordinary expenses,” and, therefore, are excluded from the expense limitation agreement described in Note 2.

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. 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

40

Notes to Financial Statements (continued)

time in the future. The most common differences are primarily due to differing treatments for losses deferred due to excise tax regulations, wash sales, REITs, foreign currency, futures, and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

e. FEDERAL TAXES

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

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

Management has analyzed the Funds’ tax positions taken on Federal income tax returns as of October 31, 2013, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, the Funds are 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, post-enactment capital losses 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 April 30, 2014, the following Funds had accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.

	Capital Loss Carryover Amounts				Expires
Fund	Short-Term		Long-Term		October 31,
Tax-Managed
(Pre-Enactment)	$	18,674,374		—	2017
U.S. Equity
(Pre-Enactment)	$	8,041,718		—	2017
Global Alternatives
(Post-Enactment)	$	3,073,927		—	Unlimited
Global Risk-Balanced
(Pre-Enactment)	$	15,051,266		—	2017

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for each series 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 April 30, 2014 (unaudited) and the fiscal year ended October 31, 2013, the capital stock transactions by class for Tax-Managed, U.S. Equity, Global Alternatives and Global Risk-Balanced were as follows:

	Tax-Managed												U.S. Equity
	April 30, 2014						October 31, 2013						April 30, 2014						October 31, 2013
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Investor Class:
Proceeds from sale of shares†		178,671		$	3,815,772			205,826		$	3,228,327			147,418		$	2,359,462			705,035		$	9,826,464
Reinvestment of distributions		344			7,388			2,390			36,540			4,968			80,336			15,831			214,473
Cost of shares repurchased		(154,913	)		(3,314,840	)		(89,202	)		(1,494,904	)		(129,112	)		(2,073,397	)		(242,438	)		(3,364,257	)
Net increase		24,102		$	508,320			119,014	1	$	1,769,963	1		23,274		$	366,401			478,428	1	$	6,676,680	1

41

Notes to Financial Statements (continued)

	Tax-Managed												U.S. Equity
	April 30, 2014						October 31, 2013						April 30, 2014						October 31, 2013
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class C:
Proceeds from sale of shares		—			—			46		$	680			—			—			61		$	731
Reinvestment of distributions		—			—			—			—			—			—			—			—
Cost of shares repurchased		—			—			(190,519	)		(2,841,267	)		—			—			(44,041	)		(545,096	)
Net decrease		—			—			(190,473	)2	$	(2,840,587	)2		—			—			(43,980	)2	$	(544,365	)2
Institutional Class:
Proceeds from sale of shares		279,181		$	5,934,376			235,286		$	4,059,672			86,380		$	1,367,408			105,723		$	1,479,746
Reinvestment of distributions		6,540			139,886			20,620			314,047			14,462			233,652			46,517			623,273
Cost of shares repurchased		(263,379	)		(5,641,685	)		(500,175	)		(8,399,601	)		(146,242	)		(2,332,014	)		(440,096	)		(6,054,716	)
Net increase (decrease)		22,342		$	432,577			(244,269	)	$	(4,025,882	)		(45,400	)	$	(730,954	)		(287,856	)	$	(3,951,697	)

^† For the fiscal year ended October 31, 2013, 183,714 shares and $2,840,671 are included due to the conversion of Class C shares into Investor Class shares for Tax-Managed and 43,914 shares and $544,417 are included due to the conversion of Class C shares into Investor Class shares for U.S. Equity.

¹ Effective December 1, 2012, all Class A shares were renamed Investor Class shares.

² Effective December 1, 2012, all Class C shares converted to Investor Class shares.

	Global Alternatives												Global Risk-Balanced
	April 30, 2014						October 31, 2013						April 30, 2014						October 31, 2013
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Investor Class:
Proceeds from sale of shares†		455,195		$	3,839,754			4,690,722		$	42,644,278			38,336		$	508,246			135,790	��	$	1,816,759
Reinvestment of distributions		382,414			3,143,440			179,330			1,617,558			—			—			26,780			352,700
Cost of shares repurchased		(2,422,643	)		(20,455,562	)		(24,188,615	)		(218,773,799	)		(184,083	)		(2,385,195	)		(718,516	)		(9,297,354	)
Net decrease		(1,585,034	)	$	(13,472,368	)		(19,318,563	)1	$	(174,511,963	)1		(145,747	)	$	(1,876,949	)		(555,946	)	$	(7,127,895	)
Class C:
Proceeds from sale of shares		—			—			485		$	4,241			n/a			n/a			n/a			n/a
Reinvestment of distributions		—			—			—			—			n/a			n/a			n/a			n/a
Cost of shares repurchased		—			—			(1,768,034	)		(15,520,802	)		n/a			n/a			n/a			n/a
Net decrease		—			—			(1,767,549	)2	$	(15,516,561	)2		n/a			n/a			n/a			n/a
Service Class:
Proceeds from sale of shares		841,827		$	7,052,730			2,680,416		$	24,037,223			19,777		$	262,775			485,265		$	6,476,211
Reinvestment of distributions		281,456			2,313,572			101,432			915,925			—			—			30,275			399,327
Cost of shares repurchased		(1,201,260	)		(10,232,928	)		(3,229,606	)		(29,276,547	)		(300,382	)		(3,911,511	)		(946,436	)		(12,572,020	)
Net decrease		(77,977	)	$	(866,626	)		(447,758	)	$	(4,323,399	)		(280,605	)	$	(3,648,736	)		(430,896	)	$	(5,696,482	)

42

Notes to Financial Statements (continued)

	Global Alternatives												Global Risk-Balanced
	April 30, 2014						October 31, 2013						April 30, 2014						October 31, 2013
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Institutional Class:
Proceeds from sale of shares		938,620		$	7,906,416			1,772,695		$	15,972,797			148,010		$	1,956,002			788,526		$	10,408,006
Reinvestment of distributions		168,735			1,388,688			62,451			564,557			—			—			235,952			3,116,920
Cost of shares repurchased		(1,223,833	)		(10,262,263	)		(2,033,565	)		(18,315,909	)		(1,252,029	)		(16,451,834	)		(1,705,440	)		(22,487,039	)
Net decrease		(116,478	)	$	(967,159	)		(198,419	)	$	(1,778,555	)		(1,104,019	)	$	(14,495,832	)		(680,962	)	$	(8,962,113	)

^† For the fiscal year ended October 31, 2013, 1,610,344 shares and $14,666,848 are included due to the conversion of Class C shares into Investor Class shares.

¹ Effective December 1, 2012, all Class A shares were renamed Investor Class shares.

² Effective December 1, 2012, all Class C shares converted to Investor Class shares.

At April 30, 2014, certain unaffiliated shareholders of record, specifically omnibus accounts, individually or collectively held greater than 10% of the net assets of the funds as follows: Tax-Managed - one collectively owns 20% and Global Alternatives - three collectively own 47%. Transactions by these shareholders may have a material impact on their respective Funds.

h. REPURCHASE AGREEMENTS

The Funds may enter into repurchase agreements provided that the value of the underlying collateral, including accrued interest, will equal or exceed the value of the repurchase agreement during the term of the agreement. The underlying collateral for all repurchase agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At April 30, 2014, the market value of repurchase agreements outstanding for Tax-Managed, U.S. Equity, Global Alternatives and Global Risk-Balanced was $54,391, $54,560, $3,585,729 and $14,040,644, respectively.

i. FOREIGN CURRENCY TRANSLATION

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

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

j. FOREIGN SECURITIES

Certain Funds invest in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity.

Realized gains in certain countries may be subject to foreign taxes at the Fund level, at rates ranging from approximately 10% to 15%. The Funds would pay such foreign taxes at the appropriate rate for each jurisdiction.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects subadvisors for the Funds (subject to Board approval) and monitors each subadvisor’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolios are managed by First Quadrant, L.P. (“First Quadrant”), who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in First Quadrant.

Tax-Managed is obligated by the Investment Management Agreement to pay a management fee to the Investment Manager at the annual rate of 0.85% of the average daily net assets of the Fund. Under the Investment Management Agreement with the Tax-Managed Fund, the Investment Manager provides a variety of administrative services to the Fund. The Investment Manager receives no additional compensation from the Fund for these services. Pursuant to a reimbursement agreement between the Investment Manager and First Quadrant, First Quadrant reimburses the Investment Manager for the costs the Investment Manager bears in providing such services to the Fund.

U.S. Equity, Global Alternatives and Global Risk-Balanced are obligated by the Investment Management Agreement to pay a management fee to the Investment Manager at the annual rate of 0.35%, 1.70% and 0.60%, respectively, of the average daily net assets of the applicable Fund. The Investment Manager, in turn, pays a portion of this fee to First Quadrant for its services as subadvisor.

43

Notes to Financial Statements (continued)

The Investment Manager has contractually agreed, through at least March 1, 2015, to waive management fees (but not below zero) 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), distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Tax Managed and U.S. Equity to 0.99% and 0.79%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances.

Effective July 1, 2013, the Investment Manager has contractually agreed through at least March 1, 2015, to waive management fees and/or reimburse Fund expenses in order to limit the Global Alternatives Fund’s total annual 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) to 1.44% of average daily net assets. Immediately prior to July 1, 2013, the Fund had a contractual expense limitation of 1.49%.

Effective July 1, 2012, the Investment Manager has contractually agreed through at least March 1, 2015, to limit the Global Risk-Balanced Fund’s total annual operating expenses (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) to 0.89% of average daily net assets. Immediately prior to July 1, 2012, the Fund had contractual expense limitation of 0.99%.

Each Fund is obligated to repay the Investment Manager such amounts waived, paid or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements in any such future year to exceed that Funds’ contractual expense limitation amount. For the six months ended April 30, 2014, each Fund’s components of reimbursement available are detailed in the following chart:

	Tax-Managed			U.S. Equity			Global Alternatives			Global Risk- Balanced
Reimbursement Available - 10/31/13	$	156,626		$	113,315		$	7,594,213		$	218,608
Additional Reimbursements		9,229			300			334,533			43,799
Repayments		(292	)		(4,019	)		—			—
Expired Reimbursements		(28,840	)		(18,004	)		(1,955,129	)		(7,216	)
Reimbursement Available - 4/30/14	$	136,723		$	91,592		$	5,973,617		$	255,191

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 each Fund may have made in the JPMorgan Liquid Assets Money Market Fund, Capital Shares. For the six months ended April 30, 2014, the management fee for Global Alternatives and Global Risk-Balanced was reduced by $5,677 or 0.01% and $3,017 or 0.01%, respectively.

The aggregate annual retainer paid to each Independent Trustee of the Board is $130,000, plus $7,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts receives an additional payment of $35,000 per year. The Chairman of the Audit Committee receives an additional payment of $15,000 per year. The Trustees’ fees and expenses are allocated among all of the Funds in the Trusts for which the Investment Manager serves as the advisor based on the relative net assets of such Funds. The “Trustees fees and expenses” shown in the financial statements represents each Fund’s allocated portion of the total fees and expenses paid by the AMG Funds family of mutual funds (“AMG Funds family”).

Prior to January 1, 2014, the aggregate annual retainer paid to each Independent Trustee of the Board was $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts formerly received an additional payment of $25,000 per year. The Chairman of the Audit Committee formerly received an additional payment of $10,000 per year.

Prior to January 1, 2013, the aggregate annual retainer paid to each Independent Trustee of the Board was $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts formerly received an additional payment of $20,000 per year. The Chairman of the Audit Committee formerly received an additional payment of $8,000 per year.

The Funds are distributed by AMG Distributors, Inc. (formerly Managers 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 through

44

Notes to Financial Statements (continued)

brokers, dealers or other financial intermediaries who have executed selling agreements with the distributor. Subject to the compensation arrangement discussed below, generally the distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Trust has adopted a distribution and service plan (the “Plan”) with respect to the Investor Class shares, and, through November 30, 2012, Class C shares, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset based sales charges. Pursuant to the Plan, each Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each such class of Fund’s 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 Investor Class shares and, through November 30, 2012, up to 1.00% annually of each Fund’s average daily net assets attributable to the Class C shares.

For each of the Investor and Service Classes, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses incurred (“shareholder servicing fees.”) Shareholder servicing fees include payments to third parties such as a bank, broker-dealer, trust company or other financial intermediaries who provide shareholder recordkeeping and account servicing services. The Investor and Service Class 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 April 30, 2014 was as follows:

Fund	Maximum Amount Allowed			Actual Amount Incurred
Tax-Managed
Investor Class		n/a			n/a
U.S. Equity
Investor Class		n/a			n/a
Global Alternatives
Investor Class		0.20	%		0.20	%
Service Class		0.25	%		0.20	%
Global Risk-Balanced
Investor Class		0.25	%		0.25	%
Service Class		0.25	%		0.02	%

The Securities and Exchange Commission 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 borrowing and lending

Funds, and an interfund loan is only made if it benefits each participating Fund. The Investment Manager administers the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating Funds. For the six months ended April 30, 2014, the following Funds either borrowed from or lent to other AMG Funds family: Tax-Managed lent varying amounts not exceeding $1,220,158 for five days earing interest of $67, Global Alternatives lent varying amounts not exceeding $4,863,765 for two days earning interest of $132 and Global Risk-Balanced lent varying amounts not exceeding $1,268,508 for seven days earning interest of $100. The interest amount is included in the Statement of Operations as interest income. At April 30, 2014, the Funds had no loans outstanding.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities) for the six months ended April 30, 2014, were as follows:

					U.S. Government
	Long-Term Securities				Obligations
Fund	Purchases		Sales		Purchases		Sales
Tax-Managed	$	13,029,332	$	12,089,022		—		—
U.S. Equity		24,959,576		26,004,056		—		—
Global Alternatives		—		—		—		—
Global Risk-Balanced		1,915,819		13,221,822		—		—

4. PORTFOLIO SECURITIES LOANED

The Funds participate in a securities lending program offered by BNYM (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 account managed by BNYM, who is authorized to exclusively enter into overnight government repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

45

Notes to Financial Statements (continued)

5. COMMITMENTS AND CONTINGENCIES

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against the Funds 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. FORWARD COMMITMENTS

Certain transactions, such as futures and forward transactions, dollar roll agreements, or purchases of when-issued or delayed delivery securities may have a similar effect on the Fund’s net asset value as if the Fund had created a degree of leverage in its portfolio. However, if a Fund enters into such a transaction, the Fund will establish a segregated account with its custodian in which it will maintain cash, U.S. government securities or other liquid securities equal in value to its obligations in respect to such transaction. Securities and other assets held in the segregated account may not be sold while the transaction is outstanding, unless other suitable assets are substituted.

7. DERIVATIVE INSTRUMENTS

The following disclosures contain information on how and why the Funds use derivative instruments, the credit risk and how derivative instruments affect the Fund’s financial position, 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 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 April 30, 2014, the average quarterly balances of outstanding derivative financial instruments were as follows:

	U.S. Equity		Global Alternatives		Global Risk-Balanced
Financial futures contracts:
Average number of contracts purchased		2		1,020		889
Average number of contracts sold		—		1,437		—
Average notional value of contracts purchased	$	181,637	$	463,614,203	$	330,829,877
Average notional value of contracts sold		—	$	419,774,865		—
Foreign currency exchange contracts:
Average US dollar amounts purchased/sold		—	$	628,842,648		—
Options:
Average notional value of option contracts purchased	$	156,192		—	$	436,996
Average notional value of option contracts written	$	448,536		—	$	589,246

8. FORWARD FOREIGN CURRENCY CONTRACTS

During the six months ended April 30, 2014, Global Alternatives invested in forward foreign currency contracts to facilitate transactions in foreign securities

and to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated investment securities.

A forward foreign currency contract is an agreement between a fund and another party to buy or sell a currency at a set price at a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily, and the change in market value is recorded as an unrealized gain or loss. Gain or loss on the purchase or sale of contracts having the same settlement date, amount and counterparty is realized on the date of offset, otherwise gain or loss is realized on the settlement date. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

9. FUTURES CONTRACTS

U.S. Equity entered into equity index futures contracts with the objective of maintaining exposure to equity stock markets while maintaining liquidity. Global Risk-Balanced and Global Alternatives entered into futures contracts, including futures contracts on global equity and fixed-income securities, interest rate futures contracts, foreign currency futures contracts and futures contracts on security indices (including broad-based security indices). The Funds purchased and sold 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. Subsequent payments (variation margin) 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 OTC futures, daily variation margin is not required. The Fund recognizes 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.

10. OPTIONS

For the six months ended April 30, 2014, U.S. Equity and Global Risk-Balanced entered into over-the-counter transactions involving interest rate caps and floors, swap contracts, or purchased and written (sold) options in order to manage their exposure to credit, currency, equity, interest rate and inflation risk.

A written option contract is a contract in which the writer of the option grants the buyer of the option the right to purchase from (call option) or sell to (put option) the writer a designated instrument at a specified price within a specified period of time. Options written (sold) are recorded as liabilities. U.S. Equity and

46

Notes to Financial Statements (continued)

Global Risk-Balanced, as writer of written options, bears the risk of an unfavorable change in the market value of the instrument underlying the written option. When an option expires, the premium (original option value) is realized as a gain if the option was written or as a loss if the option was purchased. When the exercise of an option results in a cash settlement, the difference between the premium and the settlement proceeds is recognized as realized gain or loss. When securities are acquired or delivered upon exercise of an option, the acquisition cost or sale proceeds are adjusted by the amount of the premium. When an option is closed, the difference between the premium and the cost to close the position is realized as a gain or loss.

11. EXCHANGE TRADED NOTES

Global Risk-Balanced invests in Exchange Traded Notes (“ETNs”). ETNs are senior, unsecured, unsubordinated debt securities issued by a financial institution, listed on an exchange and traded in the secondary market. There are no periodic interest payments, and principal is not protected. The Fund could lose some or all of the amount invested. The price in the secondary market is determined by supply and demand, the current performance of the index, and the credit rating of the ETN issuer. At maturity, the issuer pays the Fund a return linked to the performance of the market index, such as a commodity index, to which the ETN is linked, minus the issuer’s fee. ETNs are subject to the risk of a breakdown in the futures markets that they use. As a means to obtain commodity exposure, the Fund invests in ETNs linked to commodity indices. The Fund may be exposed to a wide variety of commodity sectors, including, without limitation, agriculture, livestock, base/industrial metals, oil, energy and precious metals. Commodity prices, and the value of stocks of companies exposed to commodities, can be extremely volatile and are affected by a wide range of factors.

12. MARKET, CREDIT AND COUNTERPARTY RISKS

In the normal course of business, Global Alternatives and Global Risk-Balanced invest in securities and enter into transactions where risks exist due to market fluctuations and are exposed to credit risk with parties with whom it trades (issuers or counterparties). Market prices of investments held by the Funds may fall rapidly or unpredictably and will rise and fall due to changing economic, political, or market conditions or in response to events that affect particular industries or companies. Each Fund may be exposed to credit or counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will default or not perform under the contract. The Fund minimizes credit risk and counterparty risk by undertaking transactions with a large number of customers and counterparties on recognized and reputable exchanges. The Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a financial derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations.

The Funds are subject to various Master Agreements, which govern the terms of certain transactions with select counterparties. These Master Agreements reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Under the Master Agreements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant master agreement with a counterparty in a given account exceeds a specified threshold, which typically ranges from zero to $250,000 depending on the counterparty and the type of Master Agreement.

International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) govern OTC financial derivative transactions entered into by the Funds and the respective counterparty. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral and events of default or termination. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Funds’ net assets decline by a stated percentage or the Funds fail to meet the terms of the ISDA Master Agreement, which requires accelerated settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to terminate early could be material to the financial statements.

13. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the securities lending program, repurchase agreements and derivative instruments, 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.

47

Notes to Financial Statements (continued)

The following tables are a summary of the Funds’ open securities lending, repurchase agreements and derivative instruments that are subject to a master netting agreement as of April 30, 2014:

			Gross Amounts Offset		Net Amounts of Assets Presented		Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Gross Amounts of Recognized Assets		in the Statement of Assets and Liabilities		in the Statement of Assets and Liabilities		Financial Instruments		Cash Collateral Received		Net Amount
Tax-Managed
Securities lending	$	53,332		—	$	53,332		—	$	53,332		—
Repurchase agreements		54,391		—		54,391	$	54,391		—		—
Total	$	107,723		—	$	107,723	$	54,391	$	53,332		—
U.S. Equity
Securities lending	$	47,224		—	$	47,224		—	$	47,224		—
Repurchase agreements		54,560		—		54,560	$	54,560		—		—
Total	$	101,784		—	$	101,784	$	54,560	$	47,224		—
Global Alternatives
Securities lending	$	3,521,397		—	$	3,521,397		—	$	3,521,397		—
Repurchase agreements		3,585,729		—		3,585,729	$	3,585,729		—		—
Foreign currency contracts		3,555,821		—		3,555,821		2,811,920		—	$	743,901
Total	$	10,662,947		—	$	10,662,947	$	6,397,649	$	3,521,397	$	743,901
Global Risk-Balanced
Securities lending	$	13,710,571		—	$	13,710,571		—	$	13,710,571		—
Repurchase agreements		14,040,644		—		14,040,644	$	14,040,644		—		—
Total	$	27,751,215		—	$	27,751,215	$	14,040,644	$	13,710,571		—
			Gross Amounts Offset		Net Amounts of Assets Presented		Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Gross Amounts of Recognized Liabilities		in the Statement of Assets and Liabilities		in the Statement of Assets and Liabilities		Financial Instruments		Cash Collateral Pledged		Net Amount
Global Alternatives
Foreign currency contracts	$	3,423,032	$	—	$	3,423,032	$	2,811,920	$	—	$	611,112
Total	$	3,423,032	$	—	$	3,423,032	$	2,811,920	$	—	$	611,112

14. SUBSEQUENT EVENTS

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

48

INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

800 Connecticut Avenue

Norwalk, CT 06854

(800) 835-3879

DISTRIBUTOR

AMG Distributors, Inc.

800 Connecticut Avenue

Norwalk, CT 06854

(800) 835-3879

SUBADVISOR

First Quadrant, L.P.

800 E. Colorado Boulevard, Suite 900

Pasadena, CA 91101

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^™ 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

William E. Chapman II

Edward J. Kaier

Kurt A. Keilhacker

Steven J. Paggioli

Richard F. Powers III

Eric Rakowski

Victoria L. Sassine

Thomas R. Schneeweis

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

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 Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.amgfunds.com.

www.amgfunds.com        |

AFFILIATE SUBADVISED FUNDS

ALTERNATIVE FUNDS AMG FQ Global Alternatives First Quadrant, L.P.   BALANCED FUNDS AMG Chicago Equity Partners Balanced Chicago Equity Partners, LLC   AMG FQ Global Risk-Balanced (formerly Managers AMG FQ Global Essentials) First Quadrant, L.P.   EQUITY FUNDS 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 (formerly GW&K Small Cap Equity) Gannett Welsh & Kotler, LLC AMG Renaissance International Equity AMG Renaissance Large Cap Growth The Renaissance Group LLC   AMG SouthernSun Small Cap AMG SouthernSun U.S. Equity SouthernSun Asset Management, LLC   AMG Systematic Large Cap Value (formerly Systematic Value) AMG Systematic Mid Cap Value Systematic Financial Management, L.P.   AMG TimesSquare All Cap Growth (formerly Managers AMG TSCM Growth Equity) 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 Global Equity AMG Trilogy International Small Cap Trilogy Global Advisors, L.P.   AMG Yacktman Focused AMG Yacktman Yacktman Asset Management LP   FIXED INCOME FUNDS AMG GW&K Enhanced Core Bond (formerly Manages AMG GW&K Fixed Income) AMG GW&K Municipal Bond AMG GW&K Municipal Enhanced Yield Gannett Welsh & Kotler, LLC

OPEN-ARCHITECTURE FUNDS

EQUITY FUNDS AMG Managers Brandywine Advisors Midcap Growth AMG Managers Brandywine Blue AMG Managers Brandywine Friess Associates, LLC   AMG Managers Cadence Capital Appreciation AMG Managers Cadence Emerging Companies AMG Managers Cadence Mid Cap Cadence Capital Management, LLC   AMG Managers Emerging Opportunities (formerly Managers Micro-Cap) 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 Real Estate Securities CenterSquare Investment Management, Inc.   AMG Managers Skyline Special Equities (formerly Skyline Special Equities Portfolio) Skyline Asset Management, L.P.   AMG Managers Special Equity Ranger Investment Management, L.P. Lord, Abbett & Co. LLC Smith Asset Management Group, L.P. Federated MDTA LLC FIXED INCOME FUNDS AMG Managers Bond AMG Managers Global Income Opportunity Loomis, Sayles & Co., L.P.   AMG Managers High Yield J.P. Morgan Investment Management Inc.   AMG Managers Intermediate Duration Government AMG Managers Short Duration Government Amundi Smith Breeden LLC   AMG Managers Total Return Bond (formerly Managers PIMCO Bond) Pacific Investment Management Co. LLC

SAR016-0414 |        www.amgfunds.com

             SEMI-ANNUAL REPORT

AMG Funds

April 30, 2014

AMG Managers Total Return Bond Fund: MBDFX

(formerly Managers PIMCO Bond Fund)

www.amgfunds.com        | SAR020-0414

AMG Managers Total Return Bond Fund

Semi-Annual Report—April 30, 2014 (unaudited)

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		3
FUND SNAPSHOT AND SCHEDULE OF PORTFOLIO INVESTMENTS		4
NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS		16
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		26
Balance sheet, net asset value (NAV) per share computation and cumulative undistributed amounts
Statement of Operations		28
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		29
Detail of changes in assets for the past two fiscal periods
FINANCIAL HIGHLIGHTS		30
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL STATEMENTS		31
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

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

About Your Fund’s Expenses (unaudited)

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

ACTUAL EXPENSES

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

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

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

Six Months Ended April 30, 2014	Expense Ratio for the Period			Beginning Account Value 11/01/13		Ending Account Value 4/30/14		Expenses Paid During the Period*
AMG Managers Total Return Bond Fund
Based on Actual Fund Return		0.58	%	$	1,000	$	1,014	$	2.90
Hypothetical (5% return before expenses)		0.58	%	$	1,000	$	1,022	$	2.91

* 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 period (181), then divided by 365.

2

Fund Performance

Periods ended April 30, 2014 (unaudited)

The table below shows the average annual total returns for the AMG Managers Total Return Bond Fund and the Barclays U.S. Aggregate Bond Index^® for the same time periods ended April 30, 2014.

Average Annual Total Returns1	Six Months*			One Year			Five Years			Ten Years
AMG Managers Total Return Bond Fund2,3,4,5,6,7,8		1.43	%		(0.97	)%		6.66	%		5.79	%
Barclays U.S. Aggregate Bond Index®9		1.74	%		(0.26	)%		4.88	%		4.83	%

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

Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call (800) 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.

* Not annualized.

¹  Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of April 30, 2014. 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  Fixed income funds are subject to the risks associated with investments in debt securities, such as default risk and fluctuations in debtors’ perceived ability to pay its creditors. 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.

⁴  The Fund may use derivative instruments for hedging purposes or as part of its investment strategy. There is a risk that a derivative intended as a hedge may not perform as expected. The main risk with derivatives is that some

types can amplify a gain or loss, potentially earning or losing substantially more money than the actual cost of the derivative; or that the counterparty may fail to honor its contract terms, causing a loss for the Fund. Use of these instruments may involve certain costs and risks such as liquidity risk, interest rate risk, market risk, credit risk, management risk, and the risk that the Fund could not close out a position when it would be most advantageous to do so.

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  High yield bonds (also known as “junk bonds”) are subject to additional risks such as the risk of default.

⁷  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.

⁸  Market risk associated with equity securities may become more pronounced for the Fund.

⁹  The 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 Barclays U.S. Aggregate Bond Index^® is unmanaged, is not available for investment, and does not incur expenses.

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

3

AMG Managers Total Return Bond Fund

Fund Snapshots

April 30, 2014 (unaudited)

PORTFOLIO BREAKDOWN

Category	AMG Managers Total Return Bond Fund**			Barclays U.S. Aggregate Bond Index®
U.S. Government and Agency Obligations		64.1	%		39.4	%
Corporate Bonds and Notes		16.9	%		23.1	%
Foreign Government and Agency Obligations		8.8	%		6.2	%
Asset-Backed Securities		4.1	%		0.5	%
Municipal Bonds		4.0	%		0.0	%
Mortgage-Backed Securities		3.2	%		30.8	%
Municipal Closed-End Bond Funds		0.5	%		0.0	%
Other Assets and Liabilities		(1.6	)%		0.0	%
**     As a percentage of net assets.
Rating	AMG Managers Total Return Bond Fund***			Barclays U.S. Aggregate Bond Index®
U.S. Treasury & Agency		64.0	%		68.6	%
Aaa		0.5	%		4.1	%
Aa		8.4	%		3.9	%
A		9.9	%		11.5	%
Baa		9.8	%		11.9	%
Ba & lower		7.4	%		0.0	%
***  As a percentage of market value of fixed income securities. Chart does not include equity securities.

TOP TEN HOLDINGS

Security Name	% of Net Assets
U.S. Treasury Notes, 1.625%, 03/31/19		9.6	%
FNMA, 5.000%, TBA 30yr*		7.0
U.S. Treasury Notes, 1.500%, 02/28/2019		6.1
RBS Securities, Inc., dated 04/30/14, due 05/01/14, 0.060%, total to be received $43,300,072 (collateralized by $44,184,161 U.S. Treasury Notes, 1.500%, 08/31/18)		3.7
Merrill Lynch, Pierce, Fenner & Smith, Inc., dated 04/30/14, due 05/02/14, 0.050%, total to be received $38,700,108 (collateralized by $39,502,873 U.S. Treasury Notes, 4.630%, 2/15/40)		3.3
U.S. Treasury Floating Rate Note, 0.089%, 04/30/16 (07/31/14)		3.0
J.P. Morgan Securities LLC, dated 04/30/14, due 05/02/14, 0.050%, total to be received $26,600,074 (collateralized by $27,165,915 U.S. Treasury Notes, 1.500%, 8/31/18)		2.3
Citigroup Global Markets, Inc., dated 04/30/14, due 05/01/14, 0.060%, total to be received $22,200,037 (collateralized by $22,674,647 U.S. Treasury Notes, 0.630%, 9/30/17)		1.9
BNP Paribas Securities Corp., dated 04/30/14, due 05/01/14, 0.060%, total to be received $20,000,033 (collateralized by $20,446,198 U.S. Treasury Notes, 0.750%, 10/31/17)		1.7
BNP Paribas Securities Corp., dated 04/30/14, due 05/02/14, 0.040%, total to be received $20,000,044 (collateralized by $20,396,357 U.S. Treasury Notes, 0.250%, 7/31/15)		1.7
Top Ten as a Group		40.3	%

* Top Ten Holding at October 31, 2013

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

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

4

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments

April 30, 2014 (unaudited)

	Principal Amount†		Value
Asset-Backed Securities - 4.1%
Amortizing Residential Collateral Trust, Series 2002-BC4, 0.732%, 07/25/32 (05/27/14)1	$	77,398	$	71,552
Asset Backed Securities Corp. Home Equity Loan Trust, Series 2005-HE5, Class M4, 1.052%, 06/25/35 (05/27/14)1		3,300,000		2,709,482
Countrywide Asset-Backed Certificates,
Series 2005-14, Class 3A3, 0.502%, 04/25/36 (05/27/14)1		3,073,718		3,020,255
Series 2007-2, Class 2A2, 0.252%, 08/25/37 (05/27/14)1		9,976,201		9,876,100
EFS Volunteer No. 2 LLC, Series 2012-1, Class A1, 1.034%, 07/26/27 (05/27/14) (a)1		1,499,578		1,514,240
EMC Mortgage Loan Trust, Series 2001-A, Class A, 0.892%, 05/25/40 (05/27/14) (a)1		501,985		455,441
First NLC Trust, Series 2007-1, Class A1, 0.222%, 08/25/37 (05/27/14) (a)1		617,118		322,488
Fremont Home Loan Trust, Series 2006-E, Class 2A1, 0.212%, 01/25/37 (05/27/14)1		36,856		18,689
JP Morgan Mortgage Acquisition Trust, Series 2006-NC1, Class A4, 0.324%, 04/25/36 (05/27/14)1		3,033,218		2,931,415
Long Beach Mortgage Loan Trust, Series 2004-4, Class 1A1, 0.712%, 10/25/34 (05/27/14)1		55,661		50,790
Merrill Lynch Mortgage Investors Trust, Series 2005-FM1, Class M1, 0.632%, 05/25/36 (05/27/14)1		2,832,000		2,514,873
Morgan Stanley IXIS Real Estate Capital Trust, Series 2006-2, Class A1, 0.202%, 11/25/36 (05/27/14)1		10,939		5,138
Park Place Securities, Inc., Series 2005-WCW1, Class A1B, 0.412%, 09/25/35 (05/27/14)1		1,587,551		1,569,068
Residential Asset Mortgage Products, Inc., Series 2005-EFC6, Class M2, 0.582%, 11/25/35 (05/27/14)1		3,800,000		3,160,354
Residential Asset Securities Corporation,
Series 2006-EMX2, Class A2, 0.352%, 02/25/36 (05/27/14)1		262,702		257,849
Series 2006-KS4, Class M1, 0.432%, 06/25/36 (05/27/14)1		6,000,000		4,631,436
Securitized Asset Backed Receivables LLC, Series 2007-HE1, Class A2A, 0.212%, 12/25/36 (05/27/14)1		439,511		154,493
Small Business Administration Participation Certificates,
Series 2003-20I, Class 1, 5.130%, 09/01/23		36,399		39,077
Series 2007-20K, Class 1, 5.510%, 11/01/27		2,602,031		2,888,763
Series 2008-10E, Class 1, 5.110%, 09/01/18		959,495		1,017,004
Series 2008-20I, Class 1, 5.600%, 09/01/28		5,675,343		6,355,629
Series 2009-20E, Class 1, 4.430%, 05/01/29		3,584,561		3,862,140
Structured Asset Securities Corp., Series 2002-HF1, 0.732%, 01/25/33 (05/27/14)1		38,412		35,513
Total Asset-Backed Securities (cost $46,534,314)				47,461,789
Corporate Bonds and Notes - 16.9%
Financials - 13.2%
Ally Financial, Inc.,
2.750%, 01/30/17		1,000,000		1,015,000
5.500%, 02/15/17		3,300,000		3,594,938
7.500%, 09/15/20		1,000,000		1,188,750
8.300%, 02/12/15		800,000		845,000
American International Group, Inc.,
5.050%, 10/01/15		400,000		424,273
6.250%, 03/15/37		800,000		872,480
8.250%, 08/15/18		700,000		876,172
MTN, 5.600%, 10/18/16		800,000		886,070
Banco Santander Brasil SA, 4.500%, 04/06/15 (a)		200,000		206,250

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

5

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount†		Value
Corporate Bonds and Notes - 16.9% (continued)
Financials - 13.2% (continued)
Bank of America Corp.,
4.500%, 04/01/15	$	10,000,000	$	10,352,260
6.500%, 08/01/16		2,800,000		3,125,256
6.500%, 07/15/18		5,000,000		5,844,575
GMTN, 6.400%, 08/28/17		3,400,000		3,897,464
Bank of Montreal, 2.850%, 06/09/15 (a)		400,000		410,979
Bank of Nova Scotia,
1.250%, 04/11/17		10,100,000		10,126,553
1.950%, 01/30/17 (a)		200,000		205,265
Barclays Bank PLC,
0.532%, 05/01/15 (06/02/14)1		15,300,000		15,299,250
7.625%, 11/21/22		2,900,000		3,300,563
7.750%, 04/10/232,3		4,200,000		4,672,500
BB&T Corp., MTN, 1.093%, 06/15/18 (06/15/14)1		3,600,000		3,657,766
BBVA Bancomer SA,
4.500%, 03/10/16 (a)		500,000		530,000
6.500%, 03/10/21 (a)		900,000		994,500
The Bear Stearns Cos. LLC, 5.300%, 10/30/15		2,400,000		2,561,328
Citigroup, Inc.,
5.000%, 09/15/14		4,200,000		4,267,771
6.010%, 01/15/15		600,000		622,457
6.125%, 08/25/36		3,200,000		3,585,219
MTN, 0.745%, 05/01/17 (08/01/14)1		7,500,000		7,501,110
MTN, 5.500%, 10/15/14		2,577,000		2,634,624
Cooperatieve Centrale Raiffeisen-Boerenleenbank, 0.558%, 04/28/17 (07/28/14)1		2,800,000		2,806,700
Credit Suisse, Series YCD, 0.465%, 03/17/15 (06/17/14)1		800,000		800,039
Ford Motor Credit Co. LLC,
1.006%, 01/17/17 (07/17/14)1		10,500,000		10,571,526
7.000%, 04/15/15		1,400,000		1,483,056
8.700%, 10/01/14		1,000,000		1,033,879
International Lease Finance Corp.,
5.750%, 05/15/16		300,000		323,625
6.750%, 09/01/16 (a)		800,000		894,000
JPMorgan Chase & Co.,
3.150%, 07/05/16		292,000		305,464
MTN, 0.779%, 04/25/18 (07/25/14)1		2,000,000		2,000,412
JPMorgan Chase Bank, NA,
0.563%, 06/13/16 (06/13/14)1		1,300,000		1,294,514
1.029%, 05/31/173	EUR	900,000		1,244,867

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

6

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount†		Value
Corporate Bonds and Notes - 16.9% (continued)
Financials - 13.2% (continued)
LBG Capital No.1 PLC, 8.500%, 12/29/49 (a)3,4	$	400,000	$	434,771
LBG Capital No.2 PLC, Series 21, 15.000%, 12/21/19	GBP	2,900,000		7,124,164
Nationwide Building Society, 6.250%, 02/25/20 (a)		1,800,000		2,112,237
Principal Life Income Funding Trusts, MTN, 5.550%, 04/27/15		2,300,000		2,416,198
Qatari Diar Finance “Q.S.C.”, 3.500%, 07/21/15		900,000		930,375
The Royal Bank of Scotland Group PLC, 6.990%, 10/29/49 (a)3,4		2,600,000		2,886,000
Russian Agricultural Bank OJSC Via RSHB Capital SA, 9.000%, 06/11/14 (a)		1,800,000		1,810,800
SLM Corp., MTN, 6.250%, 01/25/16		300,000		324,750
State Bank of India, 4.500%, 07/27/15 (a)		2,900,000		2,999,711
Stone Street Trust, 5.902%, 12/15/15 (a)		2,800,000		3,003,350
Sumitomo Mitsui Banking Corp., 0.593%, 05/02/17 (08/02/14)1		11,700,000		11,692,803
US Bank NA, 0.349%, 04/22/16 (07/22/14)1		1,000,000		1,001,526
Wells Fargo & Co., Series K, 7.980%, 03/29/493,4		1,600,000		1,824,000
Total Financials				154,817,140
Industrials - 3.4%
AbbVie, Inc., 0.983%, 11/06/15 (08/06/14)1		2,900,000		2,928,029
Apple, Inc.,
2.850%, 05/06/21		200,000		201,216
3.450%, 05/06/24		500,000		501,943
BellSouth Corp., 4.182%, 04/26/15 (a)5		10,700,000		11,078,705
Corp. Nacional del Cobre de Chile, 7.500%, 01/15/19 (a)		1,200,000		1,450,622
Gazprom OAO Via Gaz Capital SA, 8.125%, 07/31/14 (a)		3,800,000		3,842,750
Petrobras International Finance Co.,
3.875%, 01/27/16		3,300,000		3,406,012
5.875%, 03/01/18		2,300,000		2,496,604
Petroleos Mexicanos, 8.000%, 05/03/19		1,200,000		1,471,500
Ras Laffan Liquefied Natural Gas Co., Ltd., 5.298%, 09/30/20 (a)		598,680		649,568
Rohm & Haas Co., 6.000%, 09/15/17		316,000		359,106
Statoil A.S.A, 0.697%, 11/08/18 (05/08/14)1		6,800,000		6,856,052
Time Warner, Inc., 5.875%, 11/15/16		1,200,000		1,342,991
UAL 2009-1 Pass Through Trust, 10.400%, 11/01/16		231,272		263,372
Verizon Communications, Inc.,
1.984%, 09/14/18 (06/14/14)1		500,000		528,462
2.500%, 09/15/16		700,000		724,882
3.650%, 09/14/18		1,800,000		1,923,678
Total Industrials				40,025,492
Utilities - 0.3%
Entergy Corp., 3.625%, 09/15/15		2,200,000		2,276,545
Majapahit Holding, B.V., 7.750%, 01/20/20		700,000		806,750

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

7

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount†		Value
Corporate Bonds and Notes - 16.9% (continued)
Utilities - 0.3% (continued)
The Tokyo Electric Power Co., Inc.,
Series 513, 1.850%, 07/28/14	JPY	7,000,000	$	68,336
Series 527, 1.500%, 05/30/14	JPY	1,000,000		9,773
Total Utilities				3,161,404
Total Corporate Bonds and Notes (cost $191,390,506)				198,004,036
Foreign Government and Agency Obligations - 8.8%
Autonomous Community of Valencia Spain, Notes, EMTN, 4.375%, 07/16/15	EUR	400,000		575,349
Banco Nacional de Desenvolvimento Economico e Social,
Notes, 3.375%, 09/26/16 (a)		400,000		408,500
Notes, 4.125%, 09/15/17 (a)	EUR	400,000		590,733
Brazil Letras do Tesouro Nacional,
Notes, 11.620%, 04/01/156	BRL	6,000,000		2,435,864
Notes, 12.425%, 01/01/176	BRL	3,000,000		985,763
Italy Buoni Poliennali Del Tesoro,
Bonds, 3.750%, 08/01/15	EUR	6,100,000		8,781,419
Bonds, 3.750%, 08/01/16	EUR	2,000,000		2,951,398
Notes, 1.500%, 12/15/16	EUR	600,000		842,403
Notes, 2.250%, 05/15/16	EUR	4,200,000		5,994,941
Notes, 3.000%, 06/15/15	EUR	2,600,000		3,701,148
Notes, 3.000%, 11/01/15	EUR	900,000		1,290,411
Notes, 3.750%, 04/15/16	EUR	200,000		293,241
Notes, 4.500%, 07/15/15	EUR	9,800,000		14,215,724
Italy Certificati di Credito del Tesoro,
Notes, 0.725%, 06/30/156	EUR	3,700,000		5,093,321
Notes, 0.818%, 12/31/156	EUR	2,000,000		2,738,815
The Korea Development Bank Notes, 4.375%, 08/10/15		3,500,000		3,661,749
Korea Finance Corp. Notes, 3.250%, 09/20/16		800,000		838,969
Korea Housing Finance Corp. Notes, 4.125%, 12/15/15 (a)		500,000		527,997
Ontario Bonds, Province of,
3.150%, 06/02/22	CAD	600,000		556,349
4.000%, 06/02/21	CAD	2,200,000		2,173,324
4.200%, 06/02/20	CAD	1,900,000		1,903,276
4.400%, 06/02/19	CAD	1,000,000		1,008,932
MTN, 5.500%, 06/02/18	CAD	400,000		416,620
Ontario Notes, Province of,
1.000%, 07/22/16		100,000		100,765
1.650%, 09/27/19		1,100,000		1,074,690
3.000%, 07/16/18		400,000		422,085

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

8

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount†		Value
Foreign Government and Agency Obligations - 8.8% (continued)
Quebec Bonds, Province of,
3.500%, 07/29/20	$	500,000	$	530,308
3.500%, 12/01/22	CAD	900,000		849,615
4.250%, 12/01/21	CAD	3,900,000		3,894,769
Spain Government,
Bonds, 3.150%, 01/31/16	EUR	1,700,000		2,460,415
Notes, 3.250%, 04/30/16	EUR	1,400,000		2,037,965
Notes, 3.300%, 07/30/16	EUR	3,400,000		4,976,873
Notes, 3.750%, 10/31/15	EUR	7,900,000		11,468,689
Notes, 4.000%, 07/30/15	EUR	8,900,000		12,863,500
Notes, 4.250%, 10/31/16	EUR	600,000		901,249
Total Foreign Government and Agency Obligations (cost $102,335,964)				103,567,169
Mortgage-Backed Securities - 3.2%
American Home Mortgage Investment Trust, Series 2004-4, Class 4A, 2.329%, 02/25/45 (06/25/14)1		417,539		423,414
Arran Residential Mortgages Funding PLC, Series 2010-1A, Class A2B, 1.688%, 05/16/47 (05/16/14) (a)1	EUR	1,340,427		1,881,602
Bank of America Funding Corp., Series 2005-D, Class A1, 2.623%, 05/25/35 (06/25/14)1		456,424		470,450
Bear Stearns Adjustable Rate Mortgage Trust,
Series 2000-2, Class A1, 2.744%, 11/25/30 (06/25/14)1		10,250		10,486
Series 2002-11, Class 1A1, 2.344%, 02/25/33 (06/25/14)1		10,883		10,498
Series 2003-1, Class 6A1, 2.504%, 04/25/33 (06/25/14)1		196,934		201,337
Series 2005-2, Class A1, 2.580%, 03/25/35 (06/25/14)1		5,235,316		5,330,193
Series 2005-2, Class A2, 2.528%, 03/25/35 (06/25/14)1		2,532,798		2,573,248
Series 2005-5, Class A2, 2.280%, 08/25/35 (06/25/14)1		5,028,935		5,120,492
Series 2005-12, Class 13A1, 5.372%, 02/25/36 (06/25/14)1		168,349		159,325
Bear Stearns Alt-A Trust,
Series 2005-4, Class 23A1, 2.533%, 05/25/35 (06/25/14)1		1,118,981		1,097,145
Series 2005-7, Class 22A1, 2.665%, 09/25/35 (06/25/14)1		552,177		489,799
Bear Stearns Commercial Mortgage Securities Trust, Series 2007-PW18, Class A4, 5.700%, 06/11/50		2,800,000		3,145,278
Citigroup Mortgage Loan Trust, Inc.,
Series 2005-6, Class A1, 2.200%, 09/25/35 (06/25/14)1		3,684,793		3,685,221
Series 2005-11, Class A2A, 2.530%, 10/25/35 (06/25/14)1		222,863		221,061
Countrywide Alternative Loan Trust, Series 2007-OA7, Class A1A, 0.332%, 05/25/47 (05/27/14)1		1,050,849		881,730
Countrywide Home Loans Mortgage Pass Through Trust, Series 2005-HYB9, Class 3A2A, 2.417%, 02/20/36 (06/20/14)1		273,254		256,407
CSMC, Series 2010-18R, Class 4A4, 2.398%, 04/26/38 (a)3		1,200,000		1,173,871
GreenPoint Mortgage Funding Trust, Series 2006-AR6, Class A1A, 0.232%, 10/25/46 (05/27/14)1		4		4
GSR Mortgage Loan Trust, Series 2005-AR7, Class 6A1, 5.013%, 11/25/35 (06/25/14)1		596,573		591,914
IndyMac Index Mortgage Loan Trust, Series 2005-AR31, Class 1A1, 2.344%, 01/25/36 (06/25/14)1		1,340,532		1,079,581
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP9, Class A3, 5.336%, 05/15/47		2,100,000		2,291,920
JPMorgan Mortgage Trust, Series 2005-A1, Class 6T1, 3.251%, 02/25/35 (06/25/14)1		184,252		183,616

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

9

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount†		Value
Mortgage-Backed Securities - 3.2% (continued)
Merrill Lynch Mortgage Investors Trust,
Series MLCC 2005-3, Class 4A, 0.402%, 11/25/35 (05/25/14)1	$	116,511	$	110,194
Series MLMI 2005-A10, Class A, 0.362%, 02/25/36 (05/25/14)1		655,902		599,826
Opteum Mortgage Acceptance Corp. Asset Backed Pass-Through Certificates, Series 2005-5, Class 1APT, 0.432%, 12/25/35 (05/27/14)1		2,072,478		1,853,398
Prime Mortgage Trust,
Series 2004-CL1, Class 1A2, 0.552%, 02/25/34 (05/25/14)1		88,437		83,609
Series 2004-CL1, Class 2A2, 0.552%, 02/25/19 (05/25/14)1		1,326		1,305
Silenus European Loan Conduit No. 25, Ltd., Series 25X, Class A, 0.438%, 05/15/19 (05/15/14)1	EUR	34,528		47,375
Structured Asset Mortgage Investments Trust,
Series 2002-AR3, Class A1, 0.812%, 09/19/32 (05/19/14)1		203,722		198,349
Series 2005-AR5, Class A2, 0.402%, 07/19/35 (05/19/14)1		692,516		656,376
Structured Asset Securities Corp.,
Series 2001-21A, Class 1A1, 2.218%, 01/25/32 (06/25/14)1		10,793		10,468
Series 2006-11, Class A1, 2.646%, 10/28/35 (06/28/14) (a)1		328,740		310,736
Wachovia Bank Commercial Mortgage Trust, Series 2007-WHL8, Class A1, 0.232%, 06/15/20 (05/15/14) (a)1		535,767		532,118
WaMu Mortgage Pass-Through Certificates,
Series 2002-AR17, Class 1A, 1.326%, 11/25/42 (06/25/14)1		106,871		103,665
Series 2005-AR13, Class A1A1, 0.442%, 10/25/45 (05/25/14)1		231,118		216,384
Washington Mutual MSC Mortgage Pass-Through Certificates Trust, Series 2002-AR1, 1.955%, 02/25/31 (06/25/14)1		3,032		3,079
Wells Fargo Mortgage Backed Securities Trust, Series 2006-AR2, Class 2A1, 2.613%, 03/25/363		1,092,988		1,097,739
Total Mortgage-Backed Securities (cost $36,253,001)				37,103,213
Municipal Bonds - 4.0%
American Municipal Power, Inc., Combined Hydroelectric Projects Revenue, Taxable Build America, Series 2010 B, 8.084%, 02/15/50		1,000,000		1,476,310
California Infrastructure & Economic Development Bank Revenue, UCSF Neurosciences Building 19A, Taxable Build America, Series 2010 B, 6.486%, 05/15/49		1,000,000		1,230,690
California State General Obligation, Build America Bonds, 7.500%, 04/01/34		1,300,000		1,796,665
California State General Obligation, Build America Bonds, 7.550%, 04/01/39		1,300,000		1,842,802
California State General Obligation, Build America Bonds, 7.600%, 11/01/40		1,000,000		1,438,740
California State General Obligation, Build America Bonds, 7.950%, 03/01/36		1,100,000		1,324,235
California State University Systemwide Revenue, Series 2009 A, 5.250%, 11/01/38		500,000		548,125
California State University Systemwide Revenue, Taxable Build America, Series 2010 B, 6.434%, 11/01/30		700,000		855,960
Calleguas-Las Virgenes, CA Public Financing Authority Water Revenue, Calleguas Municipal Water District, Taxable Build America, Series 2010 B, 5.944%, 07/01/40		1,000,000		1,119,260
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Pension Funding, Series 2008 A, 6.300%, 12/01/21		100,000		111,856
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Pension Funding, Series 2008 A, 6.899%, 12/01/40		1,600,000		1,938,368
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Retiree Health Care, Series 2008 B, 6.899%, 12/01/40		1,700,000		2,056,235
Clark County, NV Airport Revenue, Taxable Direct Payment Build America, Series C, 6.820%, 07/01/45		800,000		1,073,872

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

10

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount†		Value
Municipal Bonds - 4.0% (continued)
Illinois Municipal Electric Agency Power Supply System Revenue, Series C, 6.832%, 02/01/35	$	800,000	$	889,256
Los Angeles County Public Works Financing Authority Revenue, Multiple Capital Projects I, Series 2010 B, Taxable Build America, 7.488%, 08/01/33		200,000		249,234
Los Angeles County Public Works Financing Authority Revenue, Multiple Capital Projects I, Series 2010 B, Taxable Build America, 7.618%, 08/01/40		300,000		391,281
Los Angeles, CA Unified School District General Obligation, Series A-1, 4.500%, 07/01/22 (AGM Insured)7		3,600,000		3,980,916
Los Angeles, CA Unified School District General Obligation, Taxable Build America, Series 2010 RY, 6.758%, 07/01/34		4,000,000		5,267,840
Los Angeles, CA Wastewater System Revenue, Series 2010 A, 5.713%, 06/01/39		1,000,000		1,166,140
New Jersey State Turnpike Authority Revenue, Series 2010 A, 7.102%, 01/01/41		800,000		1,100,304
New York City Municipal Finance Authority Revenue, Water and Sewer System General Resolution, Taxable Bond America, Series 2010 GG, 5.724%, 06/15/42		5,000,000		6,080,100
New York City Municipal Finance Authority Revenue, Water and Sewer System Second General Resolution, Taxable Bond America, Series 2011 CC, 5.882%, 06/15/44		700,000		873,145
New York City Municipal Finance Authority Revenue, Water and Sewer System Second General Resolution, Taxable Bond America, Series 2011 CC, 6.282%, 06/15/42		1,100,000		1,221,572
New York Liberty Development Corp., Liberty Revenue, 4 World Trade Center Project, 5.750%, 11/15/51		1,000,000		1,101,850
North Carolina Turnpike Authority State Annual Appropriation Revenue, Triangle Expressway System, Taxable Build America, Series 2009 B, 6.700%, 01/01/39		900,000		984,438
Public Power Generation Agency Revenue, Whelan Energy Center Unit 2, Taxable Build America, Series 2009 A, 7.242%, 01/01/41		1,200,000		1,332,864
San Francisco Bay Area Toll Authority Subordinate Toll Bridge Revenue, Series 2010 S-1, 7.043%, 04/01/50		900,000		1,247,490
Truckee Meadows Water Authority Revenue, Series 2005 A, 5.000%, 07/01/36 (NATL-RE)7		200,000		203,632
University of California General Revenue, Taxable Build America, Series 2009 R, 6.270%, 05/15/31		2,500,000		2,757,675
University of California Medical Center Regents Revenue, Series 2010 H, 6.548%, 05/15/48		300,000		382,413
University of California Medical Center Regents Revenue, Series 2010 H, 6.398%, 05/15/31		200,000		237,636
Total Municipal Bonds (cost $37,614,422)				46,280,904
	Shares
Municipal Closed-End Bond Funds - 0.5%
Dreyfus Municipal Income, Inc.		37,500		342,000
DWS Municipal Income Trust		55,000		728,200
Invesco Advantage Municipal Income Trust II		61,796		689,643
Invesco Trust for Investment Grade Municipals		55,000		710,050
MFS Municipal Income Trust		53,800		356,156
Nuveen Performance Plus Municipal Fund		55,000		810,150
Nuveen Premium Income Municipal Fund II		55,000		756,250
Nuveen Premium Income Municipal Fund IV		55,000		699,600
Nuveen Quality Income Municipal Fund2		55,000		756,250
Total Municipal Closed-End Bond Funds (cost $6,147,228)				5,848,299

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

11

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount†			Value
U.S. Government and Agency Obligations - 64.1%
Federal Home Loan Mortgage Corporation - 6.6%
FHLMC,
0.875%, 03/07/18	$	600,000		$	588,866
1.000%, 03/08/17 to 09/29/172		28,000,000			27,999,852
1.250%, 08/01/19 to 10/02/192		5,600,000			5,421,091
2.533%, 07/01/30 (07/15/14)1		1,677			1,745
2.618%, 11/01/34 (07/15/14)1		1,016,605			1,090,067
3.750%, 03/27/19		1,200,000			1,315,098
5.159%, 08/01/35 (07/15/14)1		40,945			43,394
5.500%, 08/23/17		100,000			114,375
FHLMC Gold Pool,
4.000%, 09/01/40		3,244,736			3,403,071
4.000%, TBA 30yr8		13,000,000			13,605,821
4.500%, 06/01/23		33,580			36,060
4.500%, TBA 30yr8		3,000,000			3,211,875
5.500%, 11/01/26 to 05/01/40		8,373,498			9,236,970
6.000%, 02/01/16 to 11/01/37		5,037,413			5,616,379
6.500%, 01/01/26		14,411			16,241
FHLMC REMICS,
0.302%, 07/15/19 to 08/15/19 (05/15/14)1		1,243,281			1,243,792
0.452%, 05/15/36 (05/15/14)1		703,203			701,862
0.652%, 09/15/30 (05/15/14)1		20,523			20,775
6.500%, 08/15/31		2,442,753			2,752,556
7.000%, 11/15/20		10,620			11,385
7.500%, 08/15/30		142,470			165,333
FHLMC Structured Pass Through Securities, 1.329%, 02/25/45 (06/25/14)1		108,218			109,956
Total Federal Home Loan Mortgage Corporation					76,706,564
Federal National Mortgage Association - 26.1%
FNMA,
0.875%, 08/28/17 to 05/21/182		8,700,000			8,607,942
1.250%, 01/30/172		2,400,000			2,430,562
1.329%, 07/01/44 (06/25/14)1		124,229			126,844
1.875%, 09/18/182		300,000			303,563
2.302%, 09/01/35 (06/25/14)1		731,078	��		773,564
2.310%, 08/01/22		1,800,000			1,742,083
2.467%, 06/01/35 (06/25/14)1		1,507,256			1,618,525
2.870%, 09/01/27		1,100,000			1,032,460
3.000%, TBA 15yr8		18,000,000			18,580,781
3.307%, 05/01/36 (06/25/14)1		692,647			725,729
3.330%, 11/01/21		95,887			99,927

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

12

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount†		Value
Federal National Mortgage Association - 26.1% (continued)
FNMA,
3.500%, TBA 15yr8	$	7,000,000	$	7,374,063
3.808%, 05/01/36 (06/25/14)1		326,787		342,310
4.000%, 07/01/18 to 10/01/31		22,640,967		24,079,191
4.500%, 06/01/18 to 10/01/43		20,238,076		21,727,657
4.500%, TBA 15yr8		1,000,000		1,061,797
4.500%, TBA 30yr8		13,000,000		13,960,782
5.000%, 02/13/17 to 03/01/42		29,337,029		32,391,951
5.000%, TBA 30yr8		75,000,000		82,171,581
5.120%, 05/01/35 (06/25/14)1		65,178		70,030
5.375%, 06/12/17		1,300,000		1,474,238
5.500%, 11/01/17 to 09/01/41		39,656,046		43,906,880
5.500%, TBA 30yr8		7,000,000		7,740,471
6.000%, 05/01/16 to 05/01/41		20,125,325		22,522,137
6.000%, TBA 30yr8		6,000,000		6,704,064
6.500%, 11/01/35		52,400		59,035
FNMA REMICS,
0.212%, 12/25/36 (05/25/14)1		219,792		214,455
0.462%, 04/25/37 (05/25/14)1		424,695		424,180
0.602%, 09/25/35 (05/25/14)1		1,024,015		1,026,649
2.281%, 05/25/35 (06/25/14)1		124,645		128,399
5.000%, 04/25/33		838,133		915,862
7.200%, 05/25/23		328,787		370,072
FNMA Whole Loan, 5.931%, 12/25/423		198,181		224,088
Total Federal National Mortgage Association				304,931,872
Government National Mortgage Association - 0.8%
GNMA,
1.625%, 03/20/24 to 11/20/29 (06/20/14)1		247,011		256,696
2.000%, 04/20/21 (06/20/14)1		4,374		4,560
5.000%, 07/15/34 to 12/15/41		7,310,969		8,048,393
6.500%, 06/20/28		392,750		438,432
6.750%, 10/16/403		843,496		941,687
Total Government National Mortgage Association				9,689,768
U.S. Government Obligations - 30.6%
U.S. Treasury Floating Rate Note, 0.089%, 04/30/16 (07/31/14)1,9		35,000,000		35,000,000
U.S. Treasury Inflation Indexed Bonds, 3.625%, 04/15/28		145,160		200,559
U.S. Treasury Inflation Indexed Notes,
0.125%, 04/15/17 to 07/15/2210		5,516,040		5,462,268
0.625%, 07/15/21		7,083,492		7,357,425
1.125%, 01/15/21		11,913,297		12,746,299

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

13

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount†		Value
U.S. Government Obligations - 30.6% (continued)
U.S. Treasury Inflation Indexed Notes,
1.250%, 07/15/20	$	538,280	$	584,496
U.S. Treasury Inflation Linked Notes, 2.375%, 01/15/25		15,631,527		18,632,045
U.S. Treasury Inflation Protected Securities,
1.750%, 01/15/28		672,414		758,698
2.000%, 01/15/26		8,871,825		10,259,432
2.375%, 01/15/27		13,621,374		16,436,108
2.500%, 01/15/29		3,718,002		4,597,540
3.875%, 04/15/29		1,713,804		2,460,246
U.S. Treasury Notes,
0.500%, 07/31/17		1,900,000		1,869,421
0.625%, 11/15/16 to 08/31/1710		14,900,000		14,808,400
0.750%, 06/30/17 to 02/28/189		488,000		483,647
0.875%, 09/15/16 to 04/30/1710		8,400,000		8,414,015
1.000%, 03/31/17 to 05/31/18		3,400,000		3,369,750
1.250%, 11/30/1810		8,200,000		8,085,651
1.500%, 01/31/19 to 02/28/19		83,600,000		83,082,867
1.625%, 03/31/19 to 04/30/19		124,000,000		123,781,186
Total U.S. Government Obligations				358,390,053
Total U.S. Government and Agency Obligations (cost $744,564,407)				749,718,257
Short-Term Investments - 24.5%
Certificates of Deposit - 0.1%
Itau Unibanco SA, 0.000%, 10/31/146		1,100,000		1,093,773
Commercial Paper - 1.6%
Entergy Corp., 0.000%, 08/06/146		1,200,000		1,198,422
Mohawk Industries, Inc., 0.000%, 07/08/146		5,900,000		5,894,844
Thermo Fisher Scientific Inc., 0.000%, 07/09/146		4,704,000		4,699,820
Thermo Fisher Scientific, Inc., 0.000%, 07/07/146		7,696,000		7,689,386
Total Commercial Paper				19,482,472
Repurchase Agreements - 21.5%
Barclays Capital, Inc., dated 04/30/14, due 05/01/14, 0.060%, total to be received $14,400,024 (collateralized by $14,615,934 U.S. Treasury Inflation Protected Securities, 2.380%, 01/15/17)		14,400,000		14,400,000
Barclays Capital, Inc., dated 04/30/14, due 05/02/14, 0.050%, total to be received $4,800,013 (collateralized by $4,897,863 U.S. Treasury Inflation Protected Securities, 0.130%, 04/15/16)		4,800,000		4,800,000
BNP Paribas Securities Corp., dated 04/30/14, due 05/01/14, 0.060%, total to be received $20,000,033 (collateralized by $20,446,198 U.S. Treasury Notes, 0.750%, 10/31/17)		20,000,000		20,000,000
BNP Paribas Securities Corp., dated 04/30/14, due 05/02/14, 0.040%, total to be received $20,000,044 (collateralized by $20,396,357 U.S. Treasury Notes, 0.250%, 07/31/15)		20,000,000		20,000,000
Cantor Fitzgerald Securities, dated 04/30/14, due 05/01/14, 0.070%, total to be received $4,440,204 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 05/15/14 - 09/01/49, totaling $4,528,999)11		4,440,195		4,440,195
Citigroup Global Markets, Inc., dated 04/30/14, due 05/01/14, 0.060%, total to be received $22,200,037 (collateralized by $22,674,647 U.S. Treasury Notes, 0.630%, 09/30/17)		22,200,000		22,200,000

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

14

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)

	Principal Amount†		Value
Short-Term Investments - 24.5%
Repurchase Agreements - 21.5% (continued)
Citigroup Global Markets, Inc., dated 04/30/14, due 05/01/14, 0.060%, total to be received $4,440,202 (collateralized by various U.S. Government Agency Obligations, 0.125% - 9.000%, 05/01/14 - 05/01/44, totaling $4,528,999)11	$	4,440,195	$	4,440,195
Citigroup Global Markets, Inc., dated 04/30/14, due 05/02/14, 0.050%, total to be received $11,100,031 (collateralized by $11,307,344 U.S. Treasury Notes, 0.880%, 07/31/19)		11,100,000		11,100,000
HSBC Securities USA, Inc., dated 04/30/14, due 05/01/14, 0.040%, total to be received $4,440,200 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.375%, 05/06/14 - 07/15/32, totaling $4,529,048)11		4,440,195		4,440,195
J.P. Morgan Securities LLC, dated 04/30/14, due 05/01/14, 0.060%, total to be received $19,000,032 (collateralized by $19,394,913 U.S. Treasury Notes, 1.500%, 08/31/18)		19,000,000		19,000,000
J.P. Morgan Securities LLC, dated 04/30/14, due 05/02/14, 0.050%, total to be received $26,600,074 (collateralized by $27,165,915 U.S. Treasury Notes, 1.500%, 08/31/18)		26,600,000		26,600,000
Merrill Lynch, Pierce, Fenner & Smith, Inc., dated 04/30/14, due 05/02/14, 0.050%, total to be received $38,700,108 (collateralized by $39,502,873 U.S. Treasury Notes, 4.630%, 02/15/40)		38,700,000		38,700,000
Nomura Securities, Inc., dated 04/30/14, due 05/01/14, 0.050%, total to be received $934,757 (collateralized by various U.S. Government Agency Obligations, 0.125% - 6.125%, 07/15/14 - 02/15/44, totaling $953,451)11		934,756		934,756
RBC Capital Markets LLC, dated 04/30/14, due 05/01/14, 0.050%, total to be received $4,440,201 (collateralized by various U.S. Government Agency Obligations, 2.330% - 4.500%, 02/01/24 - 01/01/44, totaling $4,528,999)11		4,440,195		4,440,195
RBS Securities, Inc., dated 04/30/14, due 05/01/14, 0.060%, total to be received $43,300,072 (collateralized by $44,184,161 U.S. Treasury Notes, 1.500%, 08/31/18)		43,300,000		43,300,000
RBS Securities, Inc., dated 04/30/14, due 05/02/14, 0.050%, total to be received $8,300,023 (collateralized by $8,470,073 U.S. Treasury Notes, 0.250%, 02/15/15)		8,300,000		8,300,000
TD Securities (USA) LLC, dated 04/30/14, due 05/02/14, 0.050%, total to be received $3,900,011 (collateralized by $3,985,250 U.S. Treasury Notes, 2.000%, 09/30/20)		3,900,000		3,900,000
Total Repurchase Agreements				250,995,536
	Shares
Other Investment Companies - 1.3%12
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.060%		14,973,747		14,973,747
Total Short-Term Investments (cost $286,538,331)				286,545,528
Total Investments - 126.1% (cost $1,451,378,173)				1,474,529,195
Other Assets, less Liabilities - (26.1)%				(305,340,316	)
Net Assets - 100.0%			$	1,169,188,879

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

15

Notes to Schedule of Portfolio Investments (unaudited)

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

Based on the approximate cost of investments of $1,451,629,589 for Federal income tax purposes at April 30, 2014, the aggregate gross unrealized appreciation and depreciation were $27,451,477 and $4,551,871, respectively, resulting in net unrealized appreciation of investments of $22,899,606.

† Principal amount stated in U.S. dollars unless otherwise stated.

(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 April 30, 2014, the value of these securities amounted to $41,227,234, or 3.5% of net assets.

¹  Floating Rate Security. The rate listed is as of April 30, 2014. Date in parentheses represents the security’s next coupon rate reset.

²  Some or all of these securities, amounting to a market value of $18,311,858, or 1.6% of net assets, were out on loan to various brokers.

³  Variable Rate Security. The rate listed is as of April 30, 2014, and is periodically reset subject to terms and conditions set forth in the debenture.

⁴  Perpetuity Bond. The date shown is the final call date.

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 Fund may not invest more than 15% of its net assets in illiquid securities. All illiquid securities are valued by an independent pricing agent. Illiquid securities market value at April 30, 2014, amounted to $11,078,705, or 0.9% of net assets.

⁶  Represents yield to maturity at April 30, 2014.

⁷  Securities in the portfolio backed by insurance of financial institutions and financial guaranty assurance agencies amounted to $4,184,548, or 0.4% of net assets.

⁸  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.

⁹  Some or all of this security is held with brokers as collateral for futures contracts, amounting to a market value of $165,319, or 0.01% of net assets.

¹⁰  Some or all of this security is held with brokers as collateral for swap contracts, amounting to a market value of $4,125,335, or 0.4% of net assets.

¹¹ Collateral received from brokers for securities lending was invested in these short-term investments.

¹² Yield shown represents the April 30, 2014, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

INVESTMENTS DEFINITIONS AND ABBREVIATIONS:

AGM:	Assured Guaranty Municipal Corp.
EMTN:	European Medium-Term Note
FHLMC:	Federal Home Loan Mortgage Corp.
FNMA:	Federal National Mortgage Corp.
GMTN:	Global Medium-Term Note
GNMA:	Government National Mortgage Association
MTN:	Medium-Term Note
NATL-RE:	National Public Finance Guarantee Corp.
REMICS:	Real Estate Mortgage Investment Conduits
TBA	To Be Announced

Currency abbreviations have been used throughout the portfolio to indicate amounts shown in currencies other than the U.S. dollar (USD):

BRL:	Brazilian Real
CAD:	Canadian Dollar
EUR:	Euro
GBP:	British Pound
JPY:	Japanese Yen

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

16

Notes to Schedule of Portfolio Investments (continued)

The following tables summarize the inputs used to value the Fund’s net assets by the fair value hierarchy levels as of April 30, 2014:

(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 Managers Total Return Bond Fund
Investments in Securities
Asset-Backed Securities		—		$	47,461,789			—	$	47,461,789
Corporate Bonds and Notes†		—			198,004,036			—		198,004,036
Foreign Government and Agency Obligations		—			103,567,169			—		103,567,169
Mortgage-Backed Securities		—			37,103,213			—		37,103,213
Municipal Bonds		—			46,280,904			—		46,280,904
Municipal Closed-End Bond Funds	$	5,848,299			—			—		5,848,299
U.S. Government and Agency Obligations†		—			749,718,257			—		749,718,257
Short-Term Investments
Certificates of Deposit		—			1,093,773			—		1,093,773
Commercial Paper		—			19,482,472			—		19,482,472
Repurchase Agreements		—			250,995,536			—		250,995,536
Other Investment Companies		14,973,747			—			—		14,973,747
Total Investments in Securities	$	20,822,046		$	1,453,707,149			—	$	1,474,529,195
Financial Derivative Instruments-Assets††
Credit Contracts		—		$	1,393,292			—	$	1,393,292
Foreign Exchange Contracts		—			615,104			—		615,104
Interest Rate Contracts	$	123,344			4,805,307			—		4,928,651
		123,344			6,813,703			—		6,937,047
Financial Derivative Instruments-Liabilities††
Credit Contracts		—			(1,366	)		—		(1,366	)
Foreign Exchange Contracts		—			(1,400,353	)		—		(1,400,353	)
Interest Rate Contracts		(817,928	)		(1,362,932	)		—		(2,180,860	)
		(817,928	)		(2,764,651	)		—		(3,582,579	)
Total Financial Derivative Instruments	$	(694,584	)	$	4,049,052			—	$	3,354,468

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

†† Derivative instruments, such as futures, written options, forwards and swap contracts, are not reflected in the Schedule of Portfolio Investments. Futures, forwards and swap contracts are valued at the unrealized appreciation/depreciation of the instrument and written options are shown at value.

As of April 30, 2014, the Fund had no transfers between levels from the beginning of the reporting period.

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

17

Notes to Schedule of Portfolio Investments (continued)

The following schedule is the fair value of derivative instruments at April 30, 2014:

	Asset Derivatives			Liability Derivatives
Derivatives not accounted for as hedging instruments	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Credit contracts	—		—	Options written	$	169
Credit contracts	Receivable for Variation margin1	$	62,872	Payable for Variation margin1		—
Credit contracts	Unrealized appreciation on swaps		1,072,955	Unrealized depreciation on swaps		1,366
Interest rate contracts	Unrealized appreciation on swaps		252,723	Unrealized depreciation on swaps		34,286
Interest rate contracts	—		—	Options written		741,915
Interest rate contracts	Receivable for Variation margin1		1,204,594	Payable for Variation margin1		303,648
Foreign exchange contracts	Unrealized appreciation on foreign currency contracts		615,104	Unrealized depreciation on foreign currency contracts		1,400,353
Totals		$	3,208,248		$	2,481,737

¹  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/ (depreciation) of $(694,584) and centrally cleared swaps cumulative appreciation/(depreciation) of $2,691,611 as reported in the Notes to Schedule of Portfolio Investments.

For the six months ended April 30, 2014, the effect of derivative instruments on the Statement of Operations and the amount of realized gain/(loss) and unrealized gain/(loss) on derivatives recognized in income were as follows:

	Realized Gain (Loss)				Change in Unrealized Gain (Loss)
Derivatives not accounted for as hedging instruments	Statement of Operations Location	Realized Gain/(Loss)			Statement of Operations Location	Change In Unrealized Gain/(Loss)
Credit contracts	Net realized gain on written option contracts	$	6,672		Net change in unrealized appreciation (depreciation) of written option contracts	$	(1,539	)
Credit contracts	Net realized gain on swap contracts		883,992		Net change in unrealized appreciation (depreciation) of swap contracts		236,229
Interest rate contracts	Net realized gain on futures contracts		4,587,983		Net change in unrealized appreciation (depreciation) of futures contracts		(5,637,564	)
Interest rate contracts	Net realized gain on written option contracts		1,343,553		Net change in unrealized appreciation (depreciation) of written option contracts		166,422
Interest rate contracts	Net realized loss on swap contracts		(1,166,448	)	Net change in unrealized appreciation (depreciation) of swap contracts		(1,167,703	)
Foreign exchange contracts	Net realized loss on foreign currency transactions		(1,143,183	)	Net change in unrealized appreciation (depreciation) of foreign currency translations		(43,989	)
Totals		$	4,512,569			$	(6,448,144	)

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

18

Notes to Schedule of Portfolio Investments (continued)

At April 30, 2014, the Fund had futures contracts as follows:

(See Note 9 in the Notes to the Financial Statements.)

Future Contracts
Type	Number of Contracts		Position	Expiration Date	Unrealized Gain/(Loss)
3-Month Euribor		140	Long	03/16/15 to 12/14/15	$	59,271
90-Day Eurodollar		4,727	Long	03/16/15 to 03/13/17		(303,102	)
U.S. Treasury 2-Year Note		160	Long	07/03/14		17,749
U.S. Treasury 5-Year Note		1,240	Long	07/03/14		(514,826	)
U.S. Treasury 10-Year Bond		105	Long	06/30/14		46,324
Total					$	(694,584	)

At April 30, 2014, the Fund had swap contracts as follows:

(See Note 10 in the Notes to the Financial Statements.)

Centrally Cleared Interest Rate Swaps
Pay/Receive Floating Rate	Floating Rate Index	Fixed Rate			Counterparty	Maturity	Currency	Notional Amount		Net Premiums Paid/(Received)			Unrealized Gain/(Loss)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		1.00	%	GS	10/15/17	USD		48,200,000	$	(53,246	)	$	(487,447	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		1.00	%	MS	10/15/17	USD		48,200,000		(60,375	)		(480,319	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		1.50	%	BOA	03/18/16	USD		24,100,000		(729	)		194,983
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		1.50	%	CS	03/18/16	USD		9,900,000		68,108			11,688
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		1.50	%	GS	03/18/16	USD		59,900,000		487,357			(4,551	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		1.50	%	MS	03/18/16	USD		42,900,000		327,618			18,165
Receive	3 Month USD LIBOR Rate		2.75	%	BRC	06/19/43	USD		7,800,000		585,000			466,031
Receive	3 Month USD LIBOR Rate		2.75	%	GS	06/19/43	USD		20,600,000		1,551,180			1,224,620
Receive	3 Month USD LIBOR Rate		2.75	%	JPM	06/19/43	USD		8,200,000		564,561			540,369
Receive	3 Month USD LIBOR Rate		2.75	%	MS	06/19/43	USD		12,600,000		931,392			766,427
Receive	3 Month USD LIBOR Rate		3.00	%	GS	09/21/17	USD		64,600,000		662,533			(188,164	)
Receive	3 Month USD LIBOR Rate		3.00	%	MS	09/21/17	USD		83,500,000		138,443			474,706
Receive	3 Month USD LIBOR Rate		3.50	%	GS	12/18/43	USD		3,400,000		127,770			(163,696	)
Totals										$	5,329,612		$	2,372,812

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

19

Notes to Schedule of Portfolio Investments (continued)

Interest Rate Swaps
Pay/Receive										Net Premiums			Unrealized
Floating Rate	Floating Rate Index	Fixed Rate			Counterparty	Maturity	Currency	Notional Amount		Paid/(Received)			Gain/(Loss)
Pay	1-Year BRL-CDI		9.10	%	GS	01/02/17	BRL		900,000		—		$	(23,560	)
Pay	1-Year BRL-CDI		10.63	%	DUB	01/02/17	BRL		1,000,000	$	205			(10,435	)
Pay	28-Day MXN TIIE		5.50	%	BRC	09/13/17	MXN		33,000,000		(13,867	)		68,909
Pay	28-Day MXN TIIE		5.50	%	MS	09/13/17	MXN		11,000,000		(4,240	)		22,526
Pay	28-Day MXN TIIE		5.50	%	MS	09/02/22	MXN		100,000		(129	)		(286	)
Pay	28-Day MXN TIIE		5.60	%	BRC	09/06/16	MXN		61,600,000		13,360			108,912
Pay	28-Day MXN TIIE		5.70	%	DUB	01/18/19	MXN		22,000,000		(8,708	)		34,037
Pay	28-Day MXN TIIE		5.70	%	GS	01/18/19	MXN		5,000,000		(1,381	)		7,107
Pay	28-Day MXN TIIE		5.70	%	JPM	01/18/19	MXN		5,000,000		(1,621	)		7,360
Pay	28-Day MXN TIIE		6.00	%	JPM	06/05/23	MXN		11,000,000		(24,794	)		(5	)
Pay	28-Day MXN TIIE		6.35	%	MS	06/02/21	MXN		4,000,000		691			3,872
Totals										$	(40,484	)	$	218,437

Centrally Cleared Credit Default Swaps-Sell Protection †
												Net
												Premiums
	Fixed									Notional		Paid/		Unrealized
Reference Entity	Rate			Counterparty	Maturity	Rating		Currency		Amount		(Received)		Gain/(Loss)
ITraxx Europe 5-Year Index		1.00	%	BNP	06/20/19		A-		EUR		5,500,000	$	71,083	$	41,374
ITraxx Europe 5-Year Index		1.00	%	CS	06/20/19		A-		EUR		700,000		10,261		4,052
ITraxx Europe 5-Year Index		1.00	%	DUB	06/20/19		A-		EUR		18,850,000		244,750		140,671
ITraxx Europe 5-Year Index		1.00	%	GS	06/20/19		A-		EUR		3,650,000		53,733		20,898
ITraxx Europe 5-Year Index		1.00	%	JPM	06/20/19		A-		EUR		9,900,000		134,144		68,278
Markit CDX.NA.HY.22 5-Year Index		5.00	%	CS	06/20/19		B		USD		5,700,000		400,781		3
Markit CDX.NA.IG.22 5-Year Index		1.00	%	BOA	06/20/19		BAA+		USD		3,900,000		56,845		11,678
Markit CDX.NA.IG.22 5-Year Index		1.00	%	JPM	06/20/19		BAA+		USD		12,100,000		180,752		31,845
Total												$	1,152,349	$	318,799

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

20

Notes to Schedule of Portfolio Investments (continued)

Credit Default Swaps-Sell Protection †
Reference Entity	Fixed Rate			Counterparty	Maturity	Rating		Currency		Notional Amount		Net Premiums Paid/ (Received)			Unrealized Gain/(Loss)
Berkshire Hathaway Inc.		1.00	%	DUB	09/20/16		AA		USD		400,000	$	4,922		$	1,274
Brazil Federative Republic Bond		1.00	%	CITI	06/20/16		BAA		USD		4,300,000		(5,590	)		43,373
Brazil Federative Republic Bond		1.00	%	DUB	06/20/16		BAA		USD		1,400,000		(1,980	)		14,319
Brazil Federative Republic Bond		1.00	%	JPM	09/20/15		BAA		USD		1,400,000		(4,323	)		17,554
Brazil Federative Republic Bond		1.00	%	UBS	09/20/15		BAA		USD		1,000,000		(2,617	)		11,899
Brazil Federative Republic Bond		1.95	%	MS	08/20/16		BAA		USD		3,500,000		—			103,011
China Government		1.00	%	MS	06/20/16		AA-		USD		1,800,000		(25,043	)		57,718
China Government		1.00	%	RBS	06/20/15		AA-		USD		1,900,000		7,063			8,409
Colombia Government		1.00	%	GS	03/20/19		BAA		USD		2,500,000		(21,987	)		33,989
Export-Import Bank of A.S.		1.00	%	DUB	06/20/17		AA-		USD		300,000		(7,922	)		11,336
General Electric Capital Corp.		1.00	%	BRC	09/20/16		AA+		USD		900,000		7,851			5,212
General Electric Capital Corp.		1.00	%	DUB	09/20/15		AA+		USD		1,000,000		8,475			(1,193	)
General Electric Capital Corp.		1.00	%	DUB	03/20/16		AA+		USD		300,000		(5,814	)		11,398
General Electric Capital Corp.		1.00	%	MS	06/20/16		AA+		USD		700,000		(1,113	)		11,966
Italian Government		1.00	%	BRC	06/20/17		BAA		USD		1,000,000		3,682			2,194
Italian Government		1.00	%	BRC	06/20/19		BAA		USD		400,000		(2,686	)		21
Italian Government		1.00	%	BRC	06/20/19		BAA		USD		400,000		(2,495	)		(173	)
Italian Government		1.00	%	DUB	06/20/19		BAA		USD		300,000		(2,164	)		157
Italian Government		1.00	%	HSBC	06/20/19		BAA		USD		300,000		(2,164	)		157
JPMorgan Chase & Co.		1.00	%	DUB	09/20/16		A		USD		900,000		9,138			4,058
Mexico Government		1.00	%	BRC	03/20/15		A-		USD		600,000		(2,332	)		8,004
Mexico Government		1.00	%	CITI	06/20/16		A-		USD		9,800,000		(1,092	)		141,485
Mexico Government		1.00	%	DUB	03/20/15		A-		USD		1,100,000		(4,362	)		14,780
Mexico Government		1.00	%	DUB	03/20/16		A-		USD		2,300,000		(6,278	)		37,817
Mexico Government		1.00	%	GS	06/20/16		A-		USD		8,400,000		(128,329	)		278,190
Mexico Government		1.00	%	HSBC	09/20/16		A-		USD		100,000		430			977
Mexico Government		1.00	%	HSBC	12/20/16		A-		USD		100,000		831			572
Mexico Government		1.00	%	JPM	09/20/16		A-		USD		200,000		885			1,912
Mexico Government		1.00	%	MS	09/20/16		A-		USD		600,000		(1,293	)		10,511

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

21

Notes to Schedule of Portfolio Investments (continued)

												Net
												Premiums
	Fixed									Notional		Paid/			Unrealized
Reference Entity	Rate			Counterparty	Maturity	Rating		Currency		Amount		(Received)			Gain/(Loss)
Mexico Government		1.00	%	MS	03/20/19		A-		USD		10,000,000	$	51,430		$	50,888
Mexico Government		1.00	%	UBS	09/20/15		A-		USD		1,000,000		(3,913	)		15,707
Republic of Indonesia		1.00	%	MS	09/20/16		BAA-		USD		2,700,000		(99,017	)		133,136
Republic of Indonesia		1.00	%	UBS	09/20/16		BAA-		USD		300,000		(2,203	)		4,170
U.S. Treasury Notes		0.25	%	UBS	09/20/15		AAA		EUR		5,000,000		(17,946	)		36,761
Total												$	(257,956	)	$	1,071,589
†  If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (a) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation, or (b) pay a net settlement in the form of cash or securities equal to the notional amount of the swap less the recovery of the referenced obligation.

At April 30, 2014, the Fund had written put and call options, swaptions and inflation floors as follows:

(See Note 10 in the Notes to the Financial Statements.)

Credit Default Swaptions
Pay/Receive Floating Rate	Description	Counterparty	Floating Rate Index	Exercise Rate	Expiration Date	Notional Amount		Premium		Unrealized Gain
Receive	5-Year Credit Default Swap (Put)	JPM	CDX.NA.IG Series 21	0.90%	06/18/14	$	1,200,000	$	1,473	$	1,327
Receive	5-Year Credit Default Swap (Put)	CITI	CDX.NA.IG Series21	0.90%	06/18/14		200,000		235		211
Totals								$	1,708	$	1,538

Interest Rate Swaptions
Pay/Receive Floating Rate	Description	Counterparty	Floating Rate Index	Exercise Rate			Expiration Date	Notional Amount		Premium		Unrealized Gain/(Loss)
Receive	5-Year Interest Rate Swap (Call)	GS	3-Month USD-LIBOR		1.40	%	05/06/14	$	7,000,000	$	18,025	$	18,024
Receive	5-Year Interest Rate Swap (Call)	JPM	3-Month USD-LIBOR		1.55	%	07/28/14		10,000,000		25,750		17,230
Receive	5-Year Interest Rate Swap (Call)	JPM	3-Month USD-LIBOR		1.56	%	09/02/14		12,700,000		22,860		7,221
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.40	%	05/06/14		9,200,000		22,540		22,539
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.49	%	04/28/14		12,600,000		22,680		22,680
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.50	%	05/19/14		7,300,000		9,490		9,012
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.55	%	07/28/14		13,900,000		33,360		21,517
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.60	%	04/28/14		2,600,000		3,900		3,900
Receive	5-Year Interest Rate Swap (Call)	RBS	3-Month USD-LIBOR		1.55	%	07/28/14		5,300,000		16,032		11,517
Receive	5-Year Interest Rate Swap (Put)	GS	3-Month USD-LIBOR		1.90	%	05/06/14		7,000,000		59,535		56,793
Receive	5-Year Interest Rate Swap (Put)	JPM	3-Month USD-LIBOR		1.86	%	09/02/14		12,700,000		186,690		43,273

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

22

Notes to Schedule of Portfolio Investments (continued)

Pay/Receive Floating Rate	Description	Counterparty	Floating Rate Index	Exercise Rate			Expiration Date	Notional Amount		Premium		Unrealized Gain/(Loss)
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		1.80	%	05/19/14	$	7,300,000	$	46,173	$	22,963
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.00	%	04/28/14		2,600,000		19,630		19,630
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.40	%	07/28/14		15,000,000		94,208		78,212
Receive	10-Year Interest Rate Swap (Call)	DUB	3-Month USD-LIBOR		2.64	%	06/11/14		9,500,000		33,250		11,427
Receive	10-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		2.75	%	06/16/14		7,300,000		43,800		2,184
Receive	10-Year Interest Rate Swap (Call)	RBS	3-Month USD-LIBOR		2.63	%	09/02/14		7,000,000		35,000		2,327
Receive	10-Year Interest Rate Swap (Call)	RBS	3-Month USD-LIBOR		2.68	%	09/02/14		21,000,000		119,700		(4,469	)
Receive	10-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR		3.04	%	06/11/14		9,500,000		61,750		46,235
Receive	10-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		3.05	%	06/16/14		7,300,000		90,885		77,584
Receive	10-Year Interest Rate Swap (Put)	RBS	3-Month USD-LIBOR		3.03	%	09/02/14		28,000,000		487,725		240,824
Totals										$	1,452,983	$	730,623

Inflation Floor Options
Description	Counterparty	Strike Index		Expiration Date	Notional Amount			Premium		Unrealized Gain
Inflation Floor - OTC CPURNSA Index	DUB		216	03/10/20	$	(11,400,000	)	$	85,500	$	79,351

Options on Exchange-Traded Futures
			Expiration	Number of				Unrealized
Description	Exercise Price		Date	Contracts		Premium		Gain
U.S. Treasury 10-Year Note Futures (Call)	$	125	05/23/14		33	$	25,217	$	13,873
U.S. Treasury 10-Year Note Futures (Put)	$	122	05/23/14		33		29,342		27,279
Totals						$	54,559	$	41,152

Transactions in written put and call options and swaptions for the six months ended April 30, 2014, were as follows:

(See Note 10 in the Notes to the Financial Statements.)

	Number of						Amount of
	Contracts			Notional Amount			Premiums
Options and swaptions outstanding at October 31, 2013		137		$	295,500,000		$	1,236,109
Options and swaptions written		66			261,400,000			1,708,986
Options and swaptions exercised/expired/closed		(137	)		(329,300,000	)		(1,350,345	)
Options and swaptions outstanding at April 30, 2014		66		$	227,600,000		$	1,594,750

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

23

Notes to Schedule of Portfolio Investments (continued)

At April 30, 2014, the following Fund had forward foreign currency contracts (in U.S. Dollars):

(See Note 8 in the Notes to the Financial Statements.)

Foreign Currency
								Unrealized
				Receivable				Gain/
	Position	Settlement Date	Counterparty	Amount		Payable Amount		(Loss)
Brazilian Real	Long	05/05/14	CS	$	1,213,557	$	1,203,529	$	10,028
Brazilian Real	Long	05/05/14	GS		666,312		665,535		777
Brazilian Real	Long	05/05/14	MS		1,213,557		1,212,141		1,416
Brazilian Real	Long	05/05/14	UBS		1,671,607		1,678,666		(7,059	)
British Pound	Long	06/12/14	BRC		2,746,101		2,699,340		46,761
British Pound	Long	06/12/14	CITI		1,508,921		1,481,320		27,601
Canadian Dollar	Long	06/19/14	JPM		1,810,660		1,800,763		9,897
Euro	Long	05/02/14	CITI		1,061,316		1,048,563		12,753
Euro	Long	05/02/14	UBS		85,659,981		85,299,336		360,645
Mexican Peso	Long	05/14/14	DUB		1,736,652		1,700,000		36,652
Mexican Peso	Long	08/25/14	GS		4,355,774		4,367,820		(12,046	)
Mexican Peso	Long	05/14/14	HSBC		2,655,977		2,600,000		55,977
Brazilian Real	Short	05/05/14	CS		1,212,141		1,213,557		(1,416	)
Brazilian Real	Short	04/02/15	CS		1,217,680		1,224,363		(6,683	)
Brazilian Real	Short	05/05/14	GS		672,200		666,312		5,888
Brazilian Real	Short	04/02/15	HSBC		1,218,126		1,224,363		(6,237	)
Brazilian Real	Short	05/05/14	MS		1,204,385		1,213,557		(9,172	)
Brazilian Real	Short	05/05/14	UBS		1,604,838		1,671,606		(66,768	)
Brazilian Real	Short	06/03/14	UBS		1,664,891		1,656,216		8,675
British Pound	Short	06/12/14	DUB		7,013,797		7,115,896		(102,099	)
British Pound	Short	06/12/14	GS		4,021,236		4,050,795		(29,559	)
Canadian Dollar	Short	06/19/14	CITI		12,495,158		12,639,080		(143,922	)
Euro	Short	05/02/14	CITI		1,784,526		1,795,219		(10,693	)
Euro	Short	06/02/14	CS		507,200		554,896		(47,696	)
Euro	Short	05/02/14	RBS		84,331,559		84,926,078		(594,519	)

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

24

Notes to Schedule of Portfolio Investments (continued)

								Unrealized
				Receivable				Gain/
	Position	Settlement Date	Counterparty	Amount		Payable Amount		(Loss)
Euro	Short	06/03/14	UBS	$	85,291,001	$	85,653,485	$	(362,484	)
Japanese Yen	Short	05/13/14	CITI		11,316,388		11,288,641		27,747
Mexican Peso	Short	05/14/14	GS		4,402,916		4,392,629		10,287
Totals				$	326,258,457	$	327,043,706	$	(785,249	)

COUNTERPARTY ABBREVIATIONS:
BNP:	BNP Paribas Bank
BOA:	Bank of America
BRC:	Barclays Bank PLC
CITI:	Citigroup, Inc.
CS:	Credit Suisse
DUB:	Deutsche Bank AG
GS:	Goldman Sachs & Co.
HSBC:	HSBC Bank
JPM:	JPMorgan Chase & Co.
MS:	Morgan Stanley
RBS:	Royal Bank of Scotland Group PLC
UBS:	UBS Warburg LLC

CURRENCY ABBREVIATIONS:
BRL:	Brazilian Real
EUR:	Euro
MXN:	Mexican Peso
INVESTMENT ABBREVIATIONS AND DEFINITIONS:
CDI:	Brazil Interbank Deposit Rate
CPURNSA:	Consumer Price All Urban Non-Seasonally Adjusted Index
EURIBOR:	Euro Interbank Offered Rate
LIBOR:	London Interbank Offered Rate
OIS:	Overnight Index Swap
OTC:	Over-the-counter
TIIE:	Interbank Equilibrium Interest Rate

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

25

Statement of Assets and Liabilities

April 30, 2014 (unaudited)

Assets:
Investments at value* (including securities on loan valued at $18,311,858)	$	1,223,533,659
Repurchase agreements at value**		250,995,536
Cash		165,047
Cash collateral on financial derivative instruments		2,348,000
Receivable for delayed delivery investments sold		66,961,758
Dividends, interest and other receivables		5,570,936
Receivable for investments sold		2,264,890
Foreign currency***		2,021,916
Receivable for Fund shares sold		1,734,652
Unrealized appreciation on swaps		1,325,678
Variation margin receivable on financial derivative instruments		1,267,466
Unrealized appreciation on foreign currency contracts		615,104
Swap premiums paid		108,963
Receivable from affiliate		93,655
Prepaid expenses		45,410
Total assets		1,559,052,670
Liabilities:
Payable for delayed delivery investments purchased		220,560,078
Payable for investments purchased		144,442,931
Payable upon return of securities loaned		18,695,536
Payable for Fund shares repurchased		2,286,987
Unrealized depreciation on foreign currency contracts		1,400,353
Options written (premiums received $1,594,749)		742,084
Swap premiums received		407,403
Variation margin payable on financial derivative instruments		303,648
Unrealized depreciation on swaps		35,652
Accrued expenses:
Investment advisory and management fees		383,771
Administrative fees		191,886
Trustee fees and expenses		4,096
Shareholder servicing fees		3,450
Other		405,916
Total liabilities		389,863,791
Net Assets	$	1,169,188,879

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

26

Statement of Assets and Liabilities (continued)

Net Assets Represent:
Paid-in capital	$	1,138,382,282
Undistributed net investment income		1,984,190
Accumulated net realized gain from investments, options, futures contracts, swaps and foreign currency transactions		2,296,221
Net unrealized appreciation of investments, options, futures contracts, swaps and foreign currency translations		26,526,186
Net Assets	$	1,169,188,879
Shares outstanding		109,335,789
Net asset value, offering and redemption price per share	$	10.69
*       Investments at cost	$	1,200,382,637
**     Repurchase agreements at cost	$	250,995,536
***   Foreign currency at cost	$	2,014,526

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

27

Statement of Operations

For the six months ended April 30, 2014 (unaudited)

Investment Income:
Interest income	$	14,552,962
Dividend income		261,060
Securities lending income		21,590
Foreign withholding tax		(19,274	)
Total investment income		14,816,338
Expenses:
Investment advisory and management fees		2,404,454
Administrative fees		1,202,227
Custodian		146,575
Transfer agent		96,359
Reports to shareholders		73,363
Professional fees		66,093
Trustees fees and expenses		23,974
Shareholder servicing fees		21,547
Registration fees		16,659
Miscellaneous		12,936
Total expenses before offsets		4,064,187
Expense reimbursements		(577,124	)
Net expenses		3,487,063
Net investment income		11,329,275
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		3,182,109
Net realized gain on futures contracts		4,587,983
Net realized loss on foreign currency transactions		(1,276,401	)
Net realized gain on written options		1,350,225
Net realized loss on swap transactions		(282,456	)
Net change in unrealized appreciation (depreciation) of investments		5,391,558
Net change in unrealized appreciation (depreciation) of futures contracts		(5,637,564	)
Net change in unrealized appreciation (depreciation) on foreign currency translations		(15,596	)
Net change in unrealized appreciation (depreciation) on written options		164,883
Net change in unrealized appreciation (depreciation) on swap transactions		(931,474	)
Net realized and unrealized gain		6,533,267
Net increase in net assets resulting from operations	$	17,862,542

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

28

Statements of Changes in Net Assets

For the six months ended April 30, 2014 (unaudited) and the fiscal year ended October 31, 2013

	April 30,			October 31,
	2014			2013
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	11,329,275		$	20,245,641
Net realized gain on investments, options, futures contracts, swaps and foreign currency transactions		7,561,460			3,806,382
Net change in unrealized appreciation (depreciation) of investments, options, futures contracts, swaps and foreign currency translations		(1,028,193	)		(38,647,898	)
Net increase (decrease) in net assets resulting from operations		17,862,542			(14,595,875	)
Distributions to Shareholders:
From net investment income		(10,054,724	)		(34,138,855	)
From net realized gain on investments		—			(20,101,151	)
From return of capital		—			(2,501,308	)
Total distributions to shareholders		(10,054,724	)		(56,741,314	)
Capital Share Transactions:
Proceeds from sale of shares		130,665,311			358,066,861
Reinvestment of dividends		8,421,014			48,296,615
Cost of shares repurchased		(221,215,700	)		(538,187,094	)
Net decrease from capital share transactions		(82,129,375	)		(131,823,618	)
Total decrease in net assets		(74,321,557	)		(203,160,807	)
Net Assets:
Beginning of period		1,243,510,436			1,446,671,243
End of period	$	1,169,188,879		$	1,243,510,436
End of period undistributed net investment income	$	1,984,190		$	709,639
Share Transactions:
Sale of shares		12,339,762			33,118,087
Shares issued in connection with reinvestment of dividends and distributions		793,140			4,454,829
Shares repurchased		(20,823,583	)		(50,389,826	)
Net decrease in shares		(7,690,681	)		(12,816,910	)

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

29

AMG Managers Total Return Bond Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended April 30, 2014 (unaudited)
				For the fiscal year ended October 31,
				2013			2012			2011			2010			2009
Net Asset Value, Beginning of Period	$	10.63		$	11.14		$	10.53		$	11.24		$	10.61		$	9.85
Net investment income		0.10	3		0.16	3		0.24	3		0.38			0.35			0.49
Net realized and unrealized gain (loss) on investments		0.05	3		(0.24	)3		0.72	3		(0.25	)		0.73			1.44
Total from investment operations		0.15			(0.08	)		0.96			0.13			1.08			1.93
Less Distributions to Shareholders from:
Net investment income		(0.09	)		(0.26	)		(0.35	)		(0.35	)		(0.32	)		(0.49	)
Net realized gain on investments		—			(0.15	)		—			(0.49	)		(0.13	)		(0.68	)
Return of capital		—			(0.02	)		—			—			—			—
Total distributions to shareholders		(0.09	)		(0.43	)		(0.35	)		(0.84	)		(0.45	)		(1.17	)
Net Asset Value, End of Period	$	10.69		$	10.63		$	11.14		$	10.53		$	11.24		$	10.61
Total Return1		1.43	%6		(0.72	)%		9.31	%		1.45	%		10.52	%		20.62	%
Ratio of net expenses to average net assets (with offsets and reductions)		0.58	%7		0.61	%4		0.58	%		0.58	%		0.58	%		0.58	%
Ratio of expenses to average net assets (with offsets)		0.58	%7		0.61	%4		0.58	%		0.58	%		0.58	%		0.58	%
Ratio of total expenses to average net assets (without offsets and reductions)2		0.68	%7		0.70	%4		0.70	%		0.71	%		0.74	%		0.78	%
Ratio of net investment income to average net assets1		1.89	%7		1.45	%4		2.22	%		2.54	%		2.38	%		3.78	%
Portfolio turnover		226	%		255	%		375	%		495	%5		359	%5		531	%5
Net assets at end of period (000’s omitted)	$	1,169,189		$	1,243,510		$	1,446,671		$	1,239,141		$	1,425,341		$	1,114,164

Notes to Financial Highlights (unaudited)

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

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

²  Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes non-reimbursable expense, if any, such as interest, taxes and extraordinary expenses.

³  Per share numbers have been calculated using average shares.

⁴  Includes non-routine extraordinary expenses amounting to 0.025% of average net assets.

⁵  Turnover ratio includes TBA dollar roll transactions. Had the TBA transactions been excluded the turnover ratios for the fiscal years ended 2011, 2010 and 2009 would have been 411%, 286% and 365%, respectively.

⁶  Not annualized.

⁷  Annualized.

30

Notes to Financial Statements

April 30, 2014 (unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds I (formerly Managers Trust I) (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 the AMG Managers Total Return Bond Fund (formerly Managers PIMCO Bond Fund) (the “Fund”).

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

a. VALUATION OF INVESTMENTS

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Equity securities primarily traded on an international securities exchange and equity securities traded on NASDAQ or in a U.S. or non-U.S. over-the-counter market are valued at the market’s official closing price, or, if there are no trades on the applicable date, at the last quoted bid price. In addition, if the applicable market does not offer an official closing price or if the official closing price is not representative of the overall market, equity securities primarily traded on an international securities exchange and equity securities traded in a non-U.S. over-the counter market are valued at the last quoted sales price. The Fund’s 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 Fund (the “Board”).

Fixed-income securities are valued based on valuations furnished by independent pricing services that utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Debt obligations (other than short term debt obligations that have 60 days or less remaining until maturity) will be valued using the evaluated bid price or the mean price provided by an authorized pricing service. Futures contracts for which market quotations are readily available are valued at the settlement price as of the close of the futures exchange. Short-term debt obligations (debt obligations with maturities of one year or less at the time of issuance) that have 60 days or less remaining until maturity will be valued at amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share. 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.

Under certain circumstances, the value of certain Fund 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 Pricing Committee is the committee formed by the Board to make fair value determinations for such investments. 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 deemed to be readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if AMG Funds LLC (formerly Managers Investment Group LLC) (the “Investment Manager”) believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that the Fund might reasonably expect to receive from a current sale of that 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 analytical data and press releases relating to the investment and its issuer; 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 investments are based on available information and do not necessarily represent amounts that might ultimately be realized, 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 Pricing Committee, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets. Under certain circumstances, on behalf of a fund that invests primarily in international securities, the Investment Manager or applicable subadvisor may recommend an adjustment of such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which the Fund calculates its NAV. The Board has also adopted a policy that securities held in a fund that invests primarily in international securities and certain foreign debt obligations held by a fund, in each case, that can be fair valued by the applicable fair value pricing service are fair valued on each business day without regard to a “trigger” (e.g., without regard to invoking fair value based upon a change in a U.S. equity securities index exceeding a pre-determined level). The Fund may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of securities that are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations.

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

31

Notes to Financial Statements (continued)

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, futures contracts, options 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, swap contracts, 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 Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

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

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders.

The Fund has a “balance credit” agreement with The Bank of New York Mellon (“BNYM”), the Fund’s custodian, whereby the Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no

credits will be earned. These credits serve to reduce custodian expenses that would otherwise be charged to the Fund. For the six months ended April 30, 2014, the Fund’s custodian expense was not reduced.

Overdraft fees are computed at 1% above the Federal Funds rate on the day of the overdraft. Prior to January 1, 2013, the rate was 2% above the effective Federal Funds rate. For the six months ended April 30, 2014, overdraft fees for the Fund equaled $454.

The Trust held a shareholder meeting at which shareholders approved a new Declaration of Trust for the Trust, among other proposals. The costs associated with this proxy statement and shareholder meeting are being treated as “extraordinary expenses,” and, therefore, are excluded from the expense limitation agreement described in Note 2.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from net investment income, if any, will normally be declared daily and paid monthly. Fund distributions resulting from realized net capital gains, if any, will normally be declared and paid on an annual basis and when required for Federal excise tax purposes. 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. 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. The most common differences are primarily due to differing treatments for losses deferred due to excise tax regulations, wash sales, foreign currency, options, futures and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

e. FEDERAL TAXES

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

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

Management has analyzed the Fund’s tax positions taken on federal income tax returns as of October 31, 2013, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for Federal income tax is required in the Fund’s financial statements. Additionally, the Fund 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.

32

Notes to Financial Statements (continued)

Net capital losses incurred in taxable years beginning after the enactment of the Regulated Investment Company Modernization Act of 2010, post-enactment capital losses 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

As of April 30, 2014, the Fund had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Fund incur net capital losses for the fiscal year ended October 31, 2014, such amounts may be used to offset future realized capital gains, for an unlimited time period.

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for each series 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.

At April 30, 2014, certain unaffiliated shareholders of record, specifically omnibus accounts, individually or collectively held greater than 10% of the net assets of the Fund as follows: three collectively own 53%. Transactions by these shareholders may have a material impact on the Fund.

h. REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements provided that the value of the underlying collateral, including accrued interest, will equal or exceed the value of the repurchase agreement during the term of the agreement. The underlying collateral for all repurchase agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At April 30, 2014, the market value of repurchase agreements outstanding was $250,995,536.

i. FOREIGN CURRENCY TRANSLATION

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

difference between amounts of interest and dividends recorded and the amounts actually received.

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

j. FOREIGN SECURITIES

The Fund invests in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities. Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity.

Realized gains in certain countries may be subject to foreign taxes at the Fund level, at rates ranging from approximately 10% to 15%. The Fund would pay such foreign taxes on net realized gains at the appropriate rate for each jurisdiction.

k. SECURITIES TRANSACTED ON A WHEN ISSUED BASIS

The Fund may enter into To Be Announced (“TBA”) sale commitments to hedge its portfolio positions or to sell mortgage-backed securities it owns 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, 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 Fund as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Fund realizes a gain or loss. If the Fund delivers securities under the commitment, the Fund realizes 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.

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 Investment Manager selects one or more subadvisors for the Fund (subject to Board approval) and monitors each subadvisor’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. For the six months ended April 30, 2014, the Fund paid an investment management fee at the annual rate of 0.40% of the average daily net assets of the Fund.

33

Notes to Financial Statements (continued)

The Investment Manager has contractually agreed, through at least March 1, 2015, to waive management fees (but not below zero) 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), brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) to 0.58% of the Fund’s average daily net assets subject to later reimbursement by the Fund in certain circumstances.

The Fund is obligated to repay the Investment Manager such amounts waived, paid or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements in any such future year to exceed that Fund’s contractual expense limitation amount. For the six months ended April 30, 2014, the Fund’s components of reimbursement available are detailed in the following chart:

Reimbursement Available - 10/31/13	$	4,459,436
Additional Reimbursements		577,124
Repayments		—
Expired Reimbursements		(776,066	)
Reimbursement Available - 4/30/14	$	4,260,494

The Fund has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all aspects of managing the Fund’s operations, including administration and shareholder services to the Fund, its shareholders, and certain institutions, such as bank trust departments, broker-dealers and registered investment advisers, that advise or act as an intermediary with the Fund’s shareholders. The Fund pays a fee to the Administrator at the rate of 0.20% per annum of the Fund’s average daily net assets for this service.

The aggregate annual retainer paid to each Independent Trustee of the Board is $130,000, plus $7,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts receives an additional payment of $35,000 per year. The Chairman of the Audit Committee receives an additional payment of $15,000 per year. The Trustees’ fees and expenses are allocated among all of the Funds in the Trusts for which the Investment Manager serves as the advisor based on the relative net assets of such Funds. The “Trustees fees and expenses” shown in the financial statements represents each Fund’s allocated portion of the total fees and expenses paid by the AMG Funds family of mutual funds (“AMG Funds family”).

Prior to January 1, 2014, the aggregate annual retainer paid to each Independent Trustee of the Board was $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts formerly received an additional payment of $25,000 per year. The Chairman of the Audit Committee formerly received an additional payment of $10,000 per year.

Prior to January 1, 2013, the aggregate annual retainer paid to each Independent Trustee of the Board was $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts formerly received an additional payment of $20,000 per year. The Chairman of the Audit Committee formerly received an additional payment of $8,000 per year.

The Fund is distributed by AMG Distributors, Inc. (formerly Managers 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 through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Subject to the compensation arrangement discussed below, generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Securities and Exchange Commission 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 borrowing and lending Funds, and an interfund loan is only made if it benefits each participating Fund. The Investment Manager administers the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating Funds. For the six months ended April 30, 2014, the Fund neither borrowed or lent to other AMG Funds family.

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 April 30, 2014, were $220,302,996 and $93,954,152, respectively. Purchases and sales of U.S. Government obligations for the six months ended April 30, 2014, were $2,530,407,457 and $2,649,623,999, respectively.

4. PORTFOLIO SECURITIES LOANED

The Fund participates in a securities lending program offered by BNYM (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

34

Notes to Financial Statements (continued)

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 account managed by BNYM, who is authorized to exclusively enter into overnight government repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

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 a Fund that have not yet occurred. However, based on experience, the Fund had no prior claims or losses and expects the risks of loss to be remote.

6. FORWARD COMMITMENTS

Certain transactions, such as futures and forward transactions, dollar roll agreements, or purchases of when-issued or delayed delivery securities may have a similar effect on the Fund’s net asset value as if the Fund had created a degree of leverage in its portfolio. However, if the Fund enters into such a transaction, the Fund will establish a segregated account with its custodian in which it will maintain cash, U.S. government securities or other liquid securities equal in value to its obligations in respect to such transaction. Securities and other assets held in the segregated account may not be sold while the transaction is outstanding, unless other suitable assets are substituted.

7. DERIVATIVE INSTRUMENTS

The following disclosures contain information on how and why the Fund uses derivative instruments, the credit risk and how derivative instruments affect the Fund’s financial position, 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 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 Schedule of Portfolio Investments. For the six months ended April 30, 2014, the average quarterly balances of derivative financial instruments outstanding were as follows:

Financial futures contracts:
Average number of contracts purchased		5,862
Average notional value of contracts purchased	$	1,132,980,494
Foreign currency exchange contracts:
Average US dollar amounts purchased/sold	$	208,438,893
Options:
Average notional value of option contracts written	$	39,744
Average notional value of swaption written	$	252,133,333
Credit default swaps:
Average notional value - sell protection	$	93,166,667
Interest rate swaps:
Average notional value - pays fixed rate	$	1,713,933,333
Average notional value - receives fixed rate	$	411,233,333

8. FORWARD FOREIGN CURRENCY CONTRACTS

During the six months ended April 30, 2014, the Fund invested in forward foreign currency contracts to facilitate transactions in foreign securities and to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated investment securities.

A forward foreign currency contract is an agreement between a fund and another party to buy or sell a currency at a set price at a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily, and the change in market value is recorded as an unrealized gain or loss. Gain or loss on the purchase or sale of contracts having the same settlement date, amount and counterparty is realized on the date of offset, otherwise gain or loss is realized on the settlement date. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

9. FUTURES CONTRACTS

The Fund entered 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. Subsequent payments (variation margin) 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 OTC futures, daily variation margin is not required. The Fund recognizes 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.

35

Notes to Financial Statements (continued)

10. INTEREST RATE CAPS AND FLOORS, SWAP CONTRACTS AND OPTIONS

For the six months ended April 30, 2014, the Fund entered into over-the-counter transactions involving interest rate caps and floors, swap contracts, or purchased and written (sold) options, in order to manage its exposure to credit, currency, equity, interest rate and inflation risk.

In interest rate caps and floor agreements, one party agrees to make payments only when interest rates exceed a specified rate or “cap” or fall below a specified rate or “floor,” usually in return for payment of a fee by the other party. Interest rate caps and floors entitle the purchaser, to the extent that a specified index exceeds or falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate caps or floors.

Swap contracts represent an agreement between counterparties to exchange cash flows based on the difference between two rates applied to a notional principal amount for a specified period. The most common type of interest rate swap involves the exchange of fixed-rate cash flows for variable-rate cash flows. Swaps ordinarily do not involve the exchange of principal between the parties. Purchased options on swap contracts (“swaptions”) give the holder the right, but not the obligation, to enter into a swap contract with the counterparty which has written the option on a date, at an interest rate, and with a notional amount as specified in the swaption agreement. If the counterparty to the swap transaction defaults, the Fund will be limited to contractual remedies pursuant to the agreements governing the transaction. There is no assurance that swap or swaption contract counterparties will be able to meet their obligations under the contracts or that, in the event of default, the Fund will succeed in pursuing contractual remedies. The Fund may thus assume the risk that payments owed to the Fund under a swap or swaption contract will be delayed, or not received at all. During the term of the swap agreement or swaption, unrealized gains or losses are recorded as a result of “marking to market.” When the swap agreement or swaption is terminated, the Fund will record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s basis in the contract, if any. Accrued interest and interest paid are recognized as unrealized and realized gain (loss), respectively. In each of the contracts, the Fund pays a premium to the counterparty in return for the swaption. These swaptions may be exercised by entering into a swap contract with the counterparty only on the date specified in each contract. The Fund also sold credit protection through credit default swaps. Under the terms of the swaps, the seller of the credit protection receives a periodic payment amount (premium) from the buyer that is a fixed percentage amount applied to a notional principal amount. In return, the seller agrees to pay the buyer the notional amount and take delivery of a debt instrument of the reference issuer of the same notional par amount if the reference entity is subject to a credit event (such as bankruptcy, failure to pay, or obligation acceleration) during the term of the swap.

Centrally cleared swaps listed or traded on a multilateral or trade facility platform, such as a registered exchange, are valued at the daily settlement price determined by the respective exchange. For centrally cleared credit default swaps the clearing facility requires its members to provide actionable levels across complete term structures. Daily changes in valuation of centrally cleared

swaps, if any, are recorded as a receivable or payable for the change in value as appropriate (“variation margin”) in the Statement of Assets and Liabilities.

A written option contract is a contract in which the writer of the option grants the buyer of the option the right to purchase from (call option) or sell to (put option) the writer a designated instrument at a specified price within a specified period of time. Options written (sold) are recorded as liabilities. The Fund, as writer of written options, bears the risk of an unfavorable change in the market value of the instrument underlying the written option. When an option expires, the premium (original option value) is realized as a gain if the option was written or as a loss if the option was purchased. When the exercise of an option results in a cash settlement, the difference between the premium and the settlement proceeds is recognized as realized gain or loss. When securities are acquired or delivered upon exercise of an option, the acquisition cost or sale proceeds are adjusted by the amount of the premium. When an option is closed, the difference between the premium and the cost to close the position is realized as a gain or loss.

11. RISKS ASSOCIATED WITH COLLATERALIZED MORTGAGE OBLIGATIONS (“CMOS”)

The net asset value of the Fund may be sensitive to interest rate fluctuations because the 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 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 prepayment 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.

12. DOLLAR ROLL AGREEMENTS

The Fund may enter into dollar rolls in which it sells 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 Fund receives compensation as consideration for entering into the commitment to repurchase. The compensation is the difference between the current sale price and the forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. The Fund 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 Fund is able to repurchase them. There can be no assurance that the Fund’s use of the cash that it receives from a dollar roll will provide a return that exceeds its cost.

36

Notes to Financial Statements (continued)

13. MARKET, CREDIT AND COUNTERPARTY RISKS

In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to market fluctuations and are exposed to credit risk with parties with whom it trades (issuers or counterparties). Market prices of investments held by the Fund may fall rapidly or unpredictably and will rise and fall due to changing economic, political, or market conditions or in response to events that affect particular industries or companies. The Fund may be exposed to credit or counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will default or not perform under the contract. The Fund minimizes credit risk and counterparty risk by undertaking transactions with a large number of customers and counterparties on recognized and reputable exchanges. The Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a financial derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations.

The Fund is subject to various Master Agreements, which govern the terms of certain transactions with select counterparties. These Master Agreements reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Under the Master Agreements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant master agreement with a counterparty in a given account exceeds a specified threshold, which typically ranges from zero to $250,000 depending on the counterparty and the type of Master Agreement.

International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) govern OTC financial derivative transactions entered into by the Fund and the respective counterparty. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral and events of default or termination. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of the ISDA Master Agreement, which requires accelerated settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to early terminate could be material to the financial statements.

14. MASTER NETTING AGREEMENT

The Fund may enter into master netting agreements with its counterparties for the securities lending program, repurchase agreements and derivative instruments, 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.

The following tables are a summary of the Fund’s open securities lending, repurchase agreements and derivative instruments that are subject to a master netting agreement as of April 30, 2014:

			Gross Amounts		Net Amounts of		Gross Amount Not Offset in the Statement of Assets and Liabilities
			Offset		Assets Presented
	Gross Amounts of		in the Statement		in the Statement
	Recognized		of Assets and		of Assets and		Financial		Cash Collateral
	Assets		Liabilities		Liabilities		Instruments		Received		Net Amount
Securities lending	$	18,311,858		—	$	18,311,858		—	$	18,311,858		—
Repurchase agreements		250,995,536		—		250,995,536	$	250,995,536		—		—
Foreign currency contracts		615,104		—		615,104		518,603		—	$	96,501
Swaps contracts		1,434,641		—		1,434,641		828,548		494,323		111,770
Total	$	271,357,139		—	$	271,357,139	$	252,342,687	$	18,806,181	$	208,271

37

Notes to Financial Statements (continued)

			Gross Amounts		Net Amounts of		Gross Amount Not Offset In the Statement of Assets and Liabilities
			Offset		Assets Presented
	Gross Amounts of		in the Statement		in the Statement
	Recognized		of Assets and		of Assets and		Financial		Cash Collateral
	Liabilities		Liabilities		Liabilities		Instruments		Pledged		Net Amount
Foreign currency contracts	$	1,400,353		—	$	1,400,353	$	750,406		—	$	649,947
Swap contracts		443,055		—		443,055		443,055		—		—
Option contracts		728,679		—		728,679		153,690		—		574,989
Total	$	2,572,087		—	$	2,572,087	$	1,347,151		—	$	1,224,936

15. SUBSEQUENT EVENTS

Beginning on May 28, 2014, the AMG Managers Total Return Bond Fund will declare and pay out Fund distributions resulting from net investment income, if any, on a monthly basis. Prior to May 28, 2014, the Fund normally declared Fund distributions resulting from net investment income, if any, on a daily basis payable monthly.

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

38

THIS PAGE INTENTIONALLY LEFT BLANK

THIS PAGE INTENTIONALLY LEFT BLANK

INVESTMENT MANAGER AND ADMINISTRATOR AMG Funds LLC 800 Connecticut Avenue Norwalk, CT 06854 (800) 835-3879   DISTRIBUTOR AMG Distributors, Inc. 800 Connecticut Avenue Norwalk, CT 06854 (800) 835-3879   SUBADVISOR Pacific Investment Management Co. LLC 840 Newport Center Drive Newport Beach, CA 92660   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^™ 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 William E. Chapman II Edward J. Kaier Kurt A. Keilhacker Steven J. Paggioli Richard F. Powers III Eric Rakowski Victoria L. Sassine Thomas R. Schneeweis This report is prepared for the 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.   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. 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        |

AFFILIATE SUBADVISED FUNDS

ALTERNATIVE FUNDS AMG FQ Global Alternatives First Quadrant, L.P.   BALANCED FUNDS AMG Chicago Equity Partners Balanced Chicago Equity Partners, LLC   AMG FQ Global Risk-Balanced (formerly Managers AMG FQ Global Essentials) First Quadrant, L.P.   EQUITY FUNDS 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 (formerly GW&K Small Cap Equity) Gannett Welsh & Kotler, LLC AMG Renaissance International Equity AMG Renaissance Large Cap Growth The Renaissance Group LLC   AMG SouthernSun Small Cap AMG SouthernSun U.S. Equity SouthernSun Asset Management, LLC   AMG Systematic Large Cap Value (formerly Systematic Value) AMG Systematic Mid Cap Value Systematic Financial Management, L.P.   AMG TimesSquare All Cap Growth (formerly Managers AMG TSCM Growth Equity) 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 Global Equity AMG Trilogy International Small Cap Trilogy Global Advisors, L.P.   AMG Yacktman Focused AMG Yacktman Yacktman Asset Management LP   FIXED INCOME FUNDS AMG GW&K Enhanced Core Bond (formerly GW&K Fixed Income) AMG GW&K Municipal Bond AMG GW&K Municipal Enhanced Yield Gannett Welsh & Kotler, LLC

OPEN-ARCHITECTURE FUNDS

EQUITY FUNDS AMG Managers Brandywine Advisors Midcap Growth AMG Managers Brandywine Blue AMG Managers Brandywine Friess Associates, LLC   AMG Managers Cadence Capital Appreciation AMG Managers Cadence Emerging Companies AMG Managers Cadence Mid Cap Cadence Capital Management, LLC   AMG Managers Emerging Opportunities (formerly Managers Micro-Cap) 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 Real Estate Securities CenterSquare Investment Management, Inc.   AMG Managers Skyline Special Equities (formerly Skyline Special Equities Portfolio) Skyline Asset Management, L.P.   AMG Managers Special Equity Ranger Investment Management, L.P. Lord, Abbett & Co. LLC Smith Asset Management Group, L.P. Federated MDTA LLC FIXED INCOME FUNDS AMG Managers Bond AMG Managers Global Income Opportunity Loomis, Sayles & Co., L.P.   AMG Managers High Yield J.P. Morgan Investment Management Inc.   AMG Managers Intermediate Duration Government AMG Managers Short Duration Government Amundi Smith Breeden LLC   AMG Managers Total Return Bond (formerly Managers PIMCO Bond) Pacific Investment Management Co. LLC

	|        www.amgfunds.com
SAR020-0414

     SEMI-ANNUAL REPORT

AMG Funds

April 30, 2014

AMG Frontier Small Cap Growth Fund

Investor Class: MSSVX    |    Service Class: MSSCX    |    Institutional Class: MSSYX

AMG TimesSquare All Cap Growth Fund

(formerly Managers AMG TSCM Growth Equity Fund)

Investor Class: MTGVX    |    Service Class: MTGSX    |    Institutional Class: MTGIX

AMG Managers Emerging Opportunities Fund

(formerly Managers Micro-Cap Fund)

Service Class: MMCFX    |    Institutional Class: MIMFX

AMG Managers Real Estate Securities Fund: MRESX

www.amgfunds.com        | SAR021-0414

AMG Funds

Semi-Annual Report—April 30, 2014 (unaudited)

TABLE OF CONTENTS	PAGE
ABOUT YOUR FUND’S EXPENSES		2
FUND PERFORMANCE		3
FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS
AMG Frontier Small Cap Growth Fund		5
AMG TimesSquare All Cap Growth Fund		8
AMG Managers Emerging Opportunities Fund		10
AMG Managers Real Estate Securities Fund		16
NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		18
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		20
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts
Statement of Operations		22
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		23
Detail of changes in assets for the past two fiscal periods
FINANCIAL HIGHLIGHTS		25
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
NOTES TO FINANCIAL HIGHLIGHTS		31
NOTES TO FINANCIAL STATEMENTS		32
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

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

About Your Fund’s Expenses (unaudited)

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

ACTUAL EXPENSES

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

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

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

Six Months Ended April 30, 2014	Expense Ratio for the Period			Beginning Account Value 11/01/13		Ending Account Value 04/30/14		Expenses Paid During the Period*
AMG Frontier Small Cap Growth Fund
Investor Class
Based on Actual Fund Return		1.55	%	$	1,000	$	1,038	$	7.82
Hypothetical (5% return before expenses)		1.55	%	$	1,000	$	1,017	$	7.75
Service Class
Based on Actual Fund Return		1.30	%	$	1,000	$	1,039	$	6.57
Hypothetical (5% return before expenses)		1.30	%	$	1,000	$	1,018	$	6.51
Institutional Class
Based on Actual Fund Return		1.05	%	$	1,000	$	1,040	$	5.31
Hypothetical (5% return before expenses)		1.05	%	$	1,000	$	1,020	$	5.26
AMG TimesSquare All Cap Growth Fund
Investor Class
Based on Actual Fund Return		1.19	%	$	1,000	$	1,033	$	5.98
Hypothetical (5% return before expenses)		1.19	%	$	1,000	$	1,019	$	5.94
Service Class
Based on Actual Fund Return		0.89	%	$	1,000	$	1,035	$	4.49
Hypothetical (5% return before expenses)		0.89	%	$	1,000	$	1,020	$	4.46
Institutional Class
Based on Actual Fund Return		0.79	%	$	1,000	$	1,036	$	3.98
Hypothetical (5% return before expenses)		0.79	%	$	1,000	$	1,021	$	3.96
AMG Managers Emerging Opportunities Fund
Service Class
Based on Actual Fund Return		1.43	%	$	1,000	$	1,022	$	7.17
Hypothetical (5% return before expenses)		1.43	%	$	1,000	$	1,018	$	7.15
Institutional Class
Based on Actual Fund Return		1.18	%	$	1,000	$	1,023	$	5.92
Hypothetical (5% return before expenses)		1.18	%	$	1,000	$	1,019	$	5.91
AMG Managers Real Estate Securities Fund
Based on Actual Fund Return		1.22	%	$	1,000	$	1,083	$	6.30
Hypothetical (5% return before expenses)		1.22	%	$	1,000	$	1,019	$	6.11

* 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.

2

Fund Performance

Periods ended April 30, 2014 (unaudited)

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 April 30, 2014.

Average Annual Total Returns1	Six Months*			One Year			Five Years			Ten Years			Since Inception			Inception Date
AMG Frontier Small Cap Growth Fund2,3,4
Investor Class		3.78	%		24.89	%		—			—			15.45	%		01/01/10
Service Class		3.90	%		25.22	%		19.20	%		9.35	%		7.74	%		09/24/97
Institutional Class		4.04	%		25.51	%		—			—			15.98	%		01/01/10
Russell 2000® Growth Index11		1.27	%		21.46	%		20.50	%		8.85	%		5.14	%		09/24/97	†
AMG TimesSquare All Cap Growth Fund2,3,5,6,7
Investor Class		3.30	%		18.51	%		—			—			15.52	%		07/30/10
Service Class		3.51	%		19.03	%		—			—			16.00	%		07/30/10
Institutional Class		3.56	%		19.12	%		—			—			16.01	%		07/30/10
Russell 3000® Growth Index12		6.49	%		20.72	%		19.54	%		8.06	%		18.42	%		07/30/10	†
AMG Managers Emerging Opportunities Fund2,8
Service Class		2.24	%		30.78	%		21.76	%		8.49	%		13.73	%		06/30/94
Institutional Class		2.34	%		31.09	%		—			—			30.46	%		10/01/11
Russell Microcap® Index13		5.10	%		25.50	%		20.71	%		6.58	%		7.50	%		06/30/00
Russell 2000® Index14		3.08	%		20.50	%		19.84	%		8.67	%		9.56	%		06/30/94	†
AMG Managers Real Estate Securities Fund2,9,10		8.33	%		2.53	%		23.14	%		11.32	%		9.05	%		12/31/97
Dow Jones U.S. Select REIT Index15		8.73	%		1.22	%		22.70	%		10.17	%		9.23	%		12/31/97	†
S&P 500 Index16		8.36	%		20.44	%		19.14	%		7.67	%		6.07	%		12/31/97	†

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

Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call (800) 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.

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

* Not annualized.

¹  Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of April 30, 2014. 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 invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

⁴  The Fund is subject to the 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.

⁵  The Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small- and medium-capitalization companies) when stocks of large-capitalization companies are out of favor. The Fund is subject to risks associated with small- and mid-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products.

⁶  A greater percentage of the Fund’s holdings may be focused in a smaller number of securities which may place the Fund at greater risk than a more diversified fund.

⁷  Investing in initial public offerings (IPOs) is risky and the prices of stocks purchased in IPOs tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time. Stocks purchased in IPOs generally do not have a trading history, and information about the companies may be available for very limited periods.

⁸  The Fund is subject to the special risks associated with investments in micro-cap companies, such as relatively short earnings history, competitive conditions, less publicly available corporate information, and a reliance on a limited number of products.

⁹  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.

¹⁰  Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

¹¹  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.

3

Fund Performance (continued)

¹² The Russell 3000^® Growth Index measures the performance of those Russell 3000^® Index companies with higher price-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 3000^® Growth Index is unmanaged, is not available for investment, and does not incur expenses.

¹³ The Russell Microcap^® Index tracks the microcap segment of the U.S. equity market. It makes up less than 3% of the U.S. equity market and is represented by the smallest 1,000 securities in the small-cap Russell 2000^® Index plus the next 1,000 securities. Unlike the Fund, the Russell Microcap^® Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁴  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.

¹⁵  The Dow Jones U.S. Select REIT Index measures U.S. publicly traded Real Estate Investment Trusts. Unlike the Fund, the Dow Jones U.S. Select REIT Index is unmanaged, is not available for investment, and does not incur expenses.

¹⁶ The S&P 500 Index is a capitalization-weighted index of 500 stocks. The S&P 500 Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Unlike the Fund, the Index is unmanaged, is not

available for investment, and does not incur expenses.

The Russell 2000^® Growth Index, Russell 2000^® Index, Russell 3000^® Growth Index and Russell Microcap^® Index are registered trademarks of Russell Investments. Russell^® is a trademark of Russell Investments.

The S&P 500 Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc. All rights reserved.

The Dow Jones U.S. Select REIT Index is proprietary data of Standard & Poor’s Dow Jones Indices LLC, a division of McGraw-Hill Companies, Inc. All rights reserved.

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

4

AMG Frontier Small Cap Growth Fund

Fund Snapshots

April 30, 2014 (unaudited)

PORTFOLIO BREAKDOWN

Sector	AMG Frontier Small Cap Growth Fund**			Russell 2000® Growth Index
Information Technology		31.2	%		24.1	%
Industrials		26.4	%		15.9	%
Health Care		14.3	%		21.0	%
Consumer Discretionary		8.7	%		15.9	%
Financials		8.4	%		7.5	%
Energy		4.5	%		4.2	%
Materials		3.3	%		5.2	%
Telecommunication Services		1.8	%		0.9	%
Consumer Staples		0.0	%		5.2	%
Utilities		0.0	%		0.1	%
Other Assets and Liabilities		1.4	%		0.0	%

** As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
MasTec, Inc.*		4.7	%
Alkermes PLC*		3.5
Raymond James Financial, Inc.*		2.9
Watsco, Inc.*		2.8
WABCO Holdings, Inc.*		2.7
MEDNAX, Inc.*		2.5
Belden, Inc.*		2.4
ON Semiconductor Corp.		2.0
Cogent Communications Group, Inc.*		1.8
Tessera Technologies, Inc.		1.8
Top Ten as a Group		27.1	%

* Top Ten Holding at October 31, 2013.

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.

5

AMG Frontier Small Cap Growth Fund

Schedule of Portfolio Investments

April 30, 2014 (unaudited)

	Shares		Value
Common Stocks - 98.6%
Consumer Discretionary - 8.7%
American Eagle Outfitters, Inc.		15,395	$	177,966
Chico’s FAS, Inc.		14,605		231,927
Crocs, Inc.*		14,016		212,062
Fiesta Restaurant Group, Inc.*		6,005		219,843
Fox Factory Holding Corp.*		11,359		192,989
Harman International Industries, Inc.		3,457		378,922
Imax Corp.*		8,501		217,966
LifeLock, Inc.*		10,780		169,246
LKQ Corp.*		19,832		577,508
Select Comfort Corp.*		16,094		296,130
Tilly’s, Inc., Class A*		18,252		206,248
Vera Bradley, Inc.*		4,446		125,822
Vitamin Shoppe, Inc.*		7,313		350,146
Total Consumer Discretionary				3,356,775
Energy - 4.5%
Carrizo Oil & Gas, Inc.*		9,648		530,833
Emerald Oil, Inc.*		5,991		42,356
InterOil Corp.*		1,778		112,387
KiOR, Inc., Class A*		61,218		37,349
Matrix Service Co.*		12,148		376,224
SandRidge Energy, Inc.*,1		93,432		640,943
Total Energy				1,740,092
Financials - 8.4%
Allied World Assurance Co. Holdings AG		5,235		563,757
Endurance Specialty Holdings, Ltd.		6,124		311,222
Jones Lang LaSalle, Inc.		3,067		355,435
Raymond James Financial, Inc.		22,417		1,114,125
RE/MAX Holdings, Inc., Class A		157		4,430
Signature Bank*		5,435		645,787
Waddell & Reed Financial, Inc., Class A		3,856		260,087
Total Financials				3,254,843
Health Care - 14.3%
Alkermes PLC*		28,945		1,338,996
Centene Corp.*		689		45,750
Covance, Inc.*		1,267		111,851
DexCom, Inc.*		15,676		508,529
Foundation Medicine, Inc.*		1,729		50,418
Incyte Corp., Ltd.*		1,300		63,128
Insulet Corp.*		10,442		392,932

	Shares		Value
InterMune, Inc.*		13,937	$	447,099
Intrexon Corp.*,1		22,760		429,709
The Medicines Co.*		3,840		102,144
MEDNAX, Inc.*		16,010		948,592
PerkinElmer, Inc.		4,156		174,427
Sangamo BioSciences, Inc.*		17,770		245,937
Seattle Genetics, Inc.*		100		3,848
Unilife Corp.*		70,749		229,934
United Therapeutics Corp.*		4,608		460,846
Total Health Care				5,554,140
Industrials - 26.4%
A. O. Smith Corp.		12,537		586,230
The Advisory Board Co.*		6,823		390,685
Carlisle Cos., Inc.		6,024		495,474
Chart Industries, Inc.*,1		2,178		148,583
The ExOne Co.*		5,235		180,817
Hub Group, Inc., Class A*		11,458		511,600
Insperity, Inc.		11,948		383,053
KAR Auction Services, Inc.		16,633		495,331
MasTec, Inc.*		46,442		1,838,174
Meritor, Inc.*		31,898		378,629
MRC Global, Inc.*		5,988		174,790
MSA Safety, Inc.		5,335		281,421
Pall Corp.		200		16,830
Primoris Services Corp.		10,691		299,134
Quanta Services, Inc.*		13,327		470,177
RPX Corp.*		20,240		331,531
Stock Building Supply Holdings, Inc.*		15,189		262,922
Terex Corp.		9,358		405,108
WABCO Holdings, Inc.*		9,780		1,046,558
Watsco, Inc.		10,569		1,087,656
WESCO International, Inc.*		5,002		439,076
Total Industrials				10,223,779
Information Technology - 31.2%
Advanced Energy Industries, Inc.*		12,837		280,873
Atmel Corp.*		47,292		367,459
Belden, Inc.		12,537		925,356
Blackhawk Network Holdings, Inc.*		6,334		151,953
Cadence Design Systems, Inc.*		15,307		238,177
Callidus Software, Inc.*		19,351		184,705
Control4 Corp.*,1		4,835		85,386

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

6

AMG Frontier Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 31.2% (continued)
Ellie Mae, Inc.*		21,918	$	534,580
Envestnet, Inc.*		10,193		375,612
FleetMatics Group PLC*		12,677		380,690
FLIR Systems, Inc.		8,235		280,319
Fortinet, Inc.*		15,206		334,228
Guidewire Software, Inc.*		878		33,153
Heartland Payment Systems, Inc.		9,591		392,656
Ingram Micro, Inc., Class A*		6,634		178,853
Integrated Device Technology, Inc.*		17,977		209,792
Jack Henry & Associates, Inc.		8,701		479,947
Jive Software, Inc.*		4,770		35,680
Kulicke & Soffa Industries, Inc.*		21,729		319,634
Microsemi Corp.*		17,264		406,049
Monolithic Power Systems, Inc.*		2,167		80,396
Move, Inc.*		4,724		50,500
ON Semiconductor Corp.*		81,981		771,441
Pandora Media, Inc.*		90		2,108
QuinStreet, Inc.*		21,356		130,272
RealPage, Inc.*		9,680		171,820
Rovi Corp.*		19,480		434,209
Semtech Corp.*		11,990		287,520
Silver Spring Networks, Inc.*		10,080		150,998
Synchronoss Technologies, Inc.*		6,569		199,960
Tangoe, Inc.*		31,528		474,181
Teradyne, Inc.*		7,102		125,492
Tessera Technologies, Inc.		32,528		713,339
TriQuint Semiconductor, Inc.*		40,759		577,963
Ultratech, Inc.*		11,969		318,615
Universal Display Corp.*,1		2,556		66,584
Virtusa Corp.*		6,224		205,205
Web.com Group, Inc.*		19,640		603,144
WEX, Inc.*		3,856		370,060

	Shares		Value
Yelp, Inc.*		2,639	$	153,906
Total Information Technology				12,082,815
Materials - 3.3%
Boise Cascade Co.*		5,335		133,482
Caesarstone Sdot-Yam, Ltd.		7,013		365,938
Eagle Materials, Inc.		3,856		321,320
Globe Specialty Metals, Inc.		18,162		351,980
RTI International Metals, Inc.*		4,156		117,033
Total Materials				1,289,753
Telecommunication Services - 1.8%
Cogent Communications Group, Inc.		20,708		713,805
Total Common Stocks (cost $25,632,628)				38,216,002
	Principal Amount
Short-Term Investments - 3.6%
Repurchase Agreements - 2.4%2
Cantor Fitzgerald Securities, Inc., dated 04/30/14, due 05/01/14, 0.070%, total to be received $943,703 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 05/15/14 - 09/01/49, totaling $962,575)	$	943,701		943,701
	Shares
Other Investment Companies - 1.2%3
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		464,936		464,936
Total Short-Term Investments (cost $1,408,637)				1,408,637
Total Investments - 102.2% (cost $27,041,265)				39,624,639
Other Assets, less Liabilities - (2.2)%				(852,894	)
Net Assets - 100.0%			$	38,771,745

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

7

AMG TimesSquare All Cap Growth Fund

Fund Snapshots

April 30, 2014 (unaudited)

PORTFOLIO BREAKDOWN

Sector	AMG TimesSquare All Cap Growth Fund**			Russell 3000® Growth Index
Information Technology		28.9	%		26.6	%
Consumer Discretionary		15.9	%		18.6	%
Industrials		15.3	%		12.7	%
Health Care		11.6	%		13.0	%
Financials		10.7	%		5.7	%
Materials		7.0	%		4.6	%
Energy		5.5	%		5.0	%
Consumer Staples		3.3	%		11.6	%
Telecommunication Services		0.0	%		2.1	%
Utilities		0.0	%		0.1	%
Other Assets and Liabilities		1.8	%		0.0	%

** As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
The Estee Lauder Cos., Inc., Class A*		3.3	%
American Tower Corp.*		3.2
IntercontinentalExchange Group, Inc.*		3.1
The Walt Disney Co.		3.1
WABCO Holdings, Inc.		3.1
The Priceline Group, Inc.*		3.1
Schlumberger, Ltd.		3.0
MasterCard, Inc., Class A		3.0
On Assignment, Inc.		3.0
Envision Healthcare Holdings, Inc.		3.0
Top Ten as a Group		30.9	%

* Top Ten Holding at October 31, 2013.

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

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

8

AMG TimesSquare All Cap Growth Fund

Schedule of Portfolio Investments

April 30, 2014 (unaudited)

	Shares		Value
Common Stocks - 98.2%
Consumer Discretionary - 15.9%
GNC Holdings, Inc., Class A		20,770	$	934,650
The Priceline Group, Inc. *		1,010		1,169,328
Ross Stores, Inc.		14,930		1,016,434
Starbucks Corp.		10,825		764,462
The Walt Disney Co.		14,890		1,181,373
Wyndham Worldwide Corp.		13,465		960,593
Total Consumer Discretionary				6,026,840
Consumer Staples - 3.3%
The Estee Lauder Cos., Inc., Class A		17,280		1,254,010
Energy - 5.5%
EOG Resources, Inc.		9,620		942,760
Schlumberger, Ltd.		11,215		1,138,883
Total Energy				2,081,643
Financials - 10.7%
American Tower Corp.		14,315		1,195,589
IntercontinentalExchange Group, Inc.		5,840		1,193,930
Marsh & McLennan Cos., Inc.		21,885		1,079,149
Prudential Financial, Inc.		7,045		568,391
Total Financials				4,037,059
Health Care - 11.6%
Actavis PLC *		4,965		1,014,498
Air Methods Corp. *		15,865		883,205
Celldex Therapeutics, Inc. *		20,365		305,475
DaVita HealthCare Partners, Inc. *		15,620		1,082,466
Envision Healthcare Holdings, Inc. *		33,165		1,120,645
Total Health Care				4,406,289
Industrials - 15.3%
The Corporate Executive Board Co.		14,640		1,010,453
DigitalGlobe, Inc. *		27,195		809,867
On Assignment, Inc. *		32,175		1,126,125
Union Pacific Corp.		5,380		1,024,513
WABCO Holdings, Inc. *		10,930		1,169,619

	Shares		Value
WW Grainger, Inc.		2,515	$	639,816
Total Industrials				5,780,393
Information Technology - 28.9%
Alliance Data Systems Corp. *		4,470		1,081,293
Apple, Inc.		1,557		918,770
CommVault Systems, Inc. *		9,455		457,622
CoStar Group, Inc. *		4,395		707,112
eBay, Inc. *		15,710		814,249
Facebook, Inc., Class A *		12,810		765,782
Google, Inc., Class A *		1,606		859,017
Google, Inc., Class C *		1,596		840,549
MasterCard, Inc., Class A		15,380		1,131,199
Salesforce.com, Inc. *		11,340		585,711
Solera Holdings, Inc.		13,790		893,316
The Ultimate Software Group, Inc. *		8,675		1,037,790
WNS Holdings, Ltd., ADR *		44,825		834,641
Total Information Technology				10,927,051
Materials - 7.0%
Ecolab, Inc.		10,045		1,051,109
PolyOne Corp.		29,770		1,115,482
Reliance Steel & Aluminum Co.		6,635		469,891
Total Materials				2,636,482
Total Common Stocks (cost $30,474,966)				37,149,767
Other Investment Companies - 4.4%3
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06% (cost $1,673,432)		1,673,432		1,673,432
Total Investments - 102.6% (cost $32,148,398)				38,823,199
Other Assets, less Liabilities - (2.6)%				(973,799	)
Net Assets - 100.0%			$	37,849,400

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

9

AMG Managers Emerging Opportunities Fund

Fund Snapshots

April 30, 2014 (unaudited)

PORTFOLIO BREAKDOWN

Sector	AMG Managers Emerging Opportunities Fund**			Russell Microcap® Index			Russell 2000® Index
Industrials		21.4	%		13.9	%		14.6	%
Information Technology		18.4	%		14.6	%		17.2	%
Consumer Discretionary		16.8	%		12.2	%		13.0	%
Health Care		13.2	%		18.4	%		12.9	%
Financials		12.3	%		27.3	%		23.5	%
Energy		4.6	%		5.2	%		6.1	%
Materials		3.8	%		2.7	%		4.9	%
Consumer Staples		2.7	%		2.7	%		3.8	%
Telecommunication Services		1.8	%		2.0	%		0.7	%
Utilities		0.6	%		1.0	%		3.3	%
Other Assets and Liabilities		4.4	%		0.0	%		0.0	%

** As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Universal Electronics, Inc.*		1.3	%
Columbus McKinnon Corp.*		1.1
Tyler Technologies, Inc.*		1.1
Power Solutions International, Inc.*		1.1
Interactive Intelligence Group, Inc.*		1.0
Kona Grill, Inc.		1.0
Fluidigm Corp.*		0.9
Astronics Corp.		0.9
Chuy’s Holdings, Inc.		0.9
Gulfport Energy Corp.*		0.8
Top Ten as a Group		10.1	%

* Top Ten Holding at October 31, 2013.

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.

10

AMG Managers Emerging Opportunities Fund

Schedule of Portfolio Investments

April 30, 2014 (unaudited)

	Shares		Value
Common Stocks - 95.6%
Consumer Discretionary - 16.8%
1-800-Flowers.com, Inc., Class A*		50,800	$	276,860
2U, Inc.*		38,941		581,000
Bravo Brio Restaurant Group, Inc.*		28,200		422,154
Bridgepoint Education, Inc.*		73,802		1,169,762
Build-A-Bear Workshop, Inc.*		11,200		125,664
Chuy’s Holdings, Inc.*		53,826		1,935,044
Culp, Inc.		14,300		258,115
Del Frisco’s Restaurant Group, Inc.*		37,497		975,297
Delta Apparel, Inc.*		54,963		837,086
Destination Maternity Corp.		44,785		1,104,398
Destination XL Group, Inc.*		216,720		1,170,288
Einstein Noah Restaurant Group, Inc.		33,700		517,632
Entravision Communications Corp., Class A		102,570		544,647
Famous Dave’s of America, Inc.*		5,125		135,761
Fiesta Restaurant Group, Inc.*		3,716		136,043
Frisch’s Restaurants, Inc.		6,100		144,448
Gentherm, Inc.*		16,260		591,051
Grand Canyon Education, Inc.*		31,300		1,349,656
Harte-Hanks, Inc.		33,900		272,556
Haverty Furniture Cos., Inc.		10,550		269,447
Hooker Furniture Corp.		19,085		264,327
iRobot Corp.*,1		21,450		718,575
Johnson Outdoors, Inc., Class A		6,125		128,196
JTH Holding, Inc., Class A*		860		23,392
Kirkland’s, Inc.*		15,700		268,627
Kona Grill, Inc.*		91,607		2,148,184
LGI Homes, Inc.*		47,453		698,508
Libbey, Inc.*		51,800		1,381,506
Lifetime Brands, Inc.		7,000		133,700
M/I Homes, Inc.*		18,013		401,150
Malibu Boats, Inc., Class A*		38,742		862,397
The Marcus Corp.		32,325		540,797
MarineMax, Inc.*		51,421		825,821
Modine Manufacturing Co.*		16,100		265,328
Noodles & Co.*,1		11,865		389,053
Quantum Fuel Systems Technologies Worldwide, Inc.*,1		97,635		645,367
Red Robin Gourmet Burgers, Inc.*		11,600		788,568
Rentrak Corp.*		30,073		1,713,860
RG Barry Corp.		47,086		860,732

	Shares		Value
Rocky Brands, Inc.		9,925	$	145,302
Ruth’s Hospitality Group, Inc.		33,700		424,283
Saga Communications, Inc., Class A		2,700		119,610
Smith & Wesson Holding Corp.*		84,200		1,292,470
SodaStream International, Ltd.*		38,647		1,643,657
Stein Mart, Inc.		20,700		258,750
Summer Infant, Inc.*		67,600		128,440
Tandy Leather Factory, Inc.*		42,500		416,075
Tower International, Inc.*		9,300		258,633
Unifi, Inc.*		11,300		250,182
Universal Electronics, Inc.*		74,200		2,771,370
Vince Holding Corp.*		18,516		509,375
WCI Communities, Inc.*,1		38,314		734,479
West Marine, Inc.*		35,200		376,640
ZAGG, Inc.*		118,200		514,170
Zoe’s Kitchen, Inc.*		37,230		993,668
Total Consumer Discretionary				36,712,101
Consumer Staples - 2.7%
Amira Nature Foods, Ltd.*		37,598		585,025
Boulder Brands, Inc.*		43,890		647,816
Calavo Growers, Inc.		24,023		746,875
Craft Brew Alliance, Inc.*		70,072		1,048,978
Farmer Bros Co.*		19,500		384,345
Natural Grocers by Vitamin Cottage, Inc.*		41,566		1,479,750
Nature’s Sunshine Products, Inc.		9,700		129,592
The Pantry, Inc.*		43,375		652,360
Spartan Stores, Inc.		11,640		250,726
Total Consumer Staples				5,925,467
Energy - 4.6%
Abraxas Petroleum Corp.*		25,000		136,500
Bolt Technology Corp.		7,500		126,600
Dawson Geophysical Co.		25,000		706,500
Emerald Oil, Inc.*		75,100		530,957
GasLog, Ltd.		8,700		232,986
Geospace Technologies Corp.*		15,400		895,202
Gulf Island Fabrication, Inc.		22,891		459,193
Gulfport Energy Corp.*		25,000		1,841,750
Natural Gas Services Group, Inc.*		9,250		283,883
Panhandle Oil and Gas, Inc., Class A		6,250		274,063
Quicksilver Resources, Inc.*		84,900		276,774

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

11

AMG Managers Emerging Opportunities Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Energy - 4.6% (continued)
Rex Energy Corp.*		36,355	$	765,636
RigNet, Inc.*		39,335		1,839,304
Ring Energy, Inc.*		53,900		991,760
Synergy Resources Corp.*		47,500		552,900
TGC Industries, Inc.*		24,582		124,384
Total Energy				10,038,392
Financials - 12.3%
AMERISAFE, Inc.		29,800		1,270,970
Arrow Financial Corp.		16,500		412,995
Asta Funding, Inc.*		48,800		398,696
The Bank of Kentucky Financial Corp.		8,000		276,080
Boston Private Financial Holdings, Inc.		32,100		401,571
Centerstate Banks, Inc.		39,500		433,315
Chatham Lodging Trust		33,000		670,890
CNB Financial Corp.		7,800		128,856
CoBiz Financial, Inc.		81,300		816,252
Community Trust Bancorp, Inc.		13,761		507,368
Compass Diversified Holdings*		99,200		1,834,208
Crawford & Co., Class B		23,700		270,654
Diamond Hill Investment Group, Inc.		3,300		391,776
eHealth, Inc.*		30,845		1,292,097
EMC Insurance Group, Inc.		12,400		409,076
Federated National Holding Co.		15,000		291,450
Financial Institutions, Inc.		17,575		406,861
First Defiance Financial Corp.		9,700		262,094
Flushing Financial Corp.		26,250		504,525
Fortegra Financial Corp.*		20,300		146,566
Heritage Financial Group, Inc.		7,300		140,525
HFF, Inc., Class A		30,291		1,029,894
Hilltop Holdings, Inc.*		19,800		442,332
ICG Group, Inc.*		58,100		1,184,078
JMP Group, Inc.		19,800		136,818
LaSalle Hotel Properties		25,800		853,464
MainSource Financial Group, Inc.		8,300		137,199
Marcus & Millichap, Inc.*		23,252		384,356
Marlin Business Services Corp.		7,137		122,542
National Interstate Corp.		4,600		128,892
Northrim BanCorp, Inc.		35,126		842,673
OceanFirst Financial Corp.		22,550		365,761
One Liberty Properties, Inc.		12,600		278,838

	Shares		Value
Oppenheimer Holdings, Inc., Class A		27,600	$	702,696
Orrstown Financial Services, Inc.*		7,800		128,076
Pacific Continental Corp.		19,300		254,374
Peoples Bancorp, Inc.		10,500		273,735
Physicians Realty Trust		19,800		271,656
Pinnacle Financial Partners, Inc.		17,764		614,101
Piper Jaffray Cos.*		32,944		1,444,924
Silvercrest Asset Management Group, Inc., Class A		35,999		626,383
Square 1 Financial, Inc., Class A*		24,440		460,694
Stock Yards Bancorp, Inc.		17,990		530,345
Territorial Bancorp, Inc.		13,025		266,492
Trico Bancshares		23,000		557,750
Union Bankshares Corp.		39,477		1,010,221
Univest Corp. of Pennsylvania		21,800		429,678
ViewPoint Financial Group, Inc.		23,006		599,766
Washington Banking Co.		32,300		555,560
Washington Trust Bancorp, Inc.		11,275		385,605
West Bancorporation, Inc.		8,925		129,502
Whitestone REIT		40,400		566,812
Total Financials				26,982,042
Health Care - 13.2%
ABIOMED, Inc.*		29,632		701,982
Acceleron Pharma, Inc.*,1		11,037		379,121
AcelRx Pharmaceuticals, Inc.*,1		45,532		492,656
Addus HomeCare Corp.*		12,100		261,602
Agios Pharmaceuticals, Inc.*,1		17,896		752,706
Albany Molecular Research, Inc.*		7,700		123,662
AMN Healthcare Services, Inc.*		30,000		374,400
Anika Therapeutics, Inc.*		10,200		435,948
Arrowhead Research Corp.*,1		24,686		269,077
AtriCure, Inc.*		55,284		851,374	��
BioScrip, Inc.*,1		128,900		891,988
Cardiovascular Systems, Inc.*		62,931		1,809,266
Columbia Laboratories, Inc.*		58,700		393,290
Cross Country Healthcare, Inc.*		38,000		269,420
Cynosure, Inc., Class A*		14,928		366,333
Depomed, Inc.*		46,926		657,433
Epizyme, Inc.*,1		12,668		276,416
Exactech, Inc.*		46,700		1,037,674
ExamWorks Group, Inc.*		21,235		781,448

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

12

AMG Managers Emerging Opportunities Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Health Care - 13.2% (continued)
Fluidigm Corp.*		53,522	$	2,010,287
Foundation Medicine, Inc.*		17,882		521,439
GW Pharmaceuticals PLC, ADR*,1		8,870		648,397
HealthStream, Inc.*		14,904		337,576
Hyperion Therapeutics, Inc.*,1		18,685		460,398
Icad, Inc.*		16,425		142,569
Keryx Biopharmaceuticals, Inc.*,1		52,002		768,070
KYTHERA Biopharmaceuticals, Inc.*,1		12,266		399,994
Medical Action Industries, Inc.*		41,200		264,092
Meridian Bioscience, Inc.		12,200		243,634
NanoString Technologies, Inc.*		28,742		466,195
Natus Medical, Inc.*		26,100		648,063
Neurocrine Biosciences, Inc.*		28,233		395,827
Novadaq Technologies, Inc.*		9,248		144,731
Oxford Immunotec Global PLC*		25,981		465,060
The Providence Service Corp.*		12,900		523,869
Receptos, Inc.*		15,174		512,729
Revance Therapeutics, Inc.*		14,746		505,493
RTI Surgical, Inc.*		63,100		271,330
Sangamo BioSciences, Inc.*,1		31,913		441,676
Sarepta Therapeutics, Inc.*		11,536		428,332
Spectranetics Corp.*		29,520		627,595
Staar Surgical Co.*		38,773		659,529
Streamline Health Solutions, Inc.*		107,300		536,500
Supernus Pharmaceuticals, Inc.*		42,478		348,744
SurModics, Inc.*		58,000		1,262,080
Tandem Diabetes Care, Inc.*		20,346		357,479
TESARO, Inc.*		11,083		276,632
TherapeuticsMD, Inc.*,1		51,834		217,703
Ultragenyx Pharmaceutical, Inc.*		6,444		249,898
US Physical Therapy, Inc.		48,176		1,486,230
Utah Medical Products, Inc.		2,500		126,975
Verastem, Inc.*		38,758		323,629
Zeltiq Aesthetics, Inc.*		44,576		815,295
Total Health Care				29,013,846
Industrials - 21.4%
Acacia Research Corp.1		15,400		247,016
ACCO Brands Corp.*		140,400		860,652
Aceto Corp.		17,800		389,464

	Shares		Value
Adept Technology, Inc.*		43,211	$	516,804
Aerovironment, Inc.*		20,656		697,553
Air Transport Services Group, Inc.*		73,400		574,722
Alamo Group, Inc.		9,759		518,398
The Allied Defense Group, Inc.*,4		38,600		3,088
Ameresco, Inc., Class A*		41,000		262,810
American Woodmark Corp.*		12,622		378,786
Apogee Enterprises, Inc.		22,723		721,910
ARC Group Worldwide, Inc.*,1		9,470		392,247
Astronics Corp.*		35,100		2,004,912
AZZ, Inc.		38,600		1,676,012
Barrett Business Services, Inc.		7,000		352,870
Builders FirstSource, Inc.*		180,538		1,417,223
Capstone Turbine Corp.*		423,410		872,225
Chart Industries, Inc.*		6,000		409,320
Columbus McKinnon Corp.*		92,100		2,439,729
CRA International, Inc.*		19,150		416,896
Ducommun, Inc.*		33,400		810,618
Dynamic Materials Corp.		16,100		325,220
Energy Recovery, Inc.*,1		81,523		416,583
Ennis, Inc.		104,250		1,559,580
FreightCar America, Inc.		20,100		527,826
Furmanite Corp.*		55,900		585,832
Gibraltar Industries, Inc.*		15,075		257,481
Global Power Equipment Group, Inc.		14,000		245,420
GP Strategies Corp.*		52,249		1,373,104
Graham Corp.		22,988		685,962
The Greenbrier Cos., Inc.*		33,500		1,756,740
H&E Equipment Services, Inc.*		24,570		947,174
Hudson Technologies, Inc.*		85,800		280,137
Interface, Inc.		49,300		886,907
The KEYW Holding Corp.*		65,600		842,960
Kforce, Inc.		42,877		991,316
Kimball International, Inc., Class B		7,200		120,672
LB Foster Co., Class A		11,250		532,688
LSI Industries, Inc.		16,300		124,043
Lydall, Inc.*		18,600		435,426
Marten Transport, Ltd.		49,738		1,166,842
Mistras Group, Inc.*		15,000		340,650
NN, Inc.		59,550		1,165,394
Northwest Pipe Co.*		7,700		275,429
Old Dominion Freight Line, Inc.*		17,725		1,074,667

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

13

AMG Managers Emerging Opportunities Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Industrials - 21.4% (continued)
Orion Marine Group, Inc.*		51,000	$	598,230
Patrick Industries, Inc.*		20,500		821,435
Paylocity Holding Corp.*		23,505		444,480
Performant Financial Corp.*		43,400		378,014
PGT, Inc.*		108,900		1,083,555
Pike Corp.*		25,700		246,720
Power Solutions International, Inc.*		28,274		2,339,674
PowerSecure International, Inc.*		54,807		1,218,360
Sparton Corp.*		41,600		1,129,856
Stock Building Supply Holdings, Inc.*		21,594		373,792
Sun Hydraulics Corp.		25,450		1,040,396
Taser International, Inc.*		89,117		1,439,239
Thermon Group Holdings, Inc.*		24,338		579,731
Trex Co., Inc.*		10,567		829,721
US Ecology, Inc.		34,067		1,521,091
XPO Logistics, Inc.*		1		19
Total Industrials				46,925,621
Information Technology - 18.4%
Actuate Corp.*		95,438		537,316
Aerohive Networks, Inc.*,1		38,895		403,341
Amber Road, Inc.*		24,786		330,150
American Software, Inc., Class A		41,750		402,470
Aspen Technology, Inc.*		21,900		941,481
Bel Fuse, Inc., Class B		11,800		256,768
Benefitfocus, Inc.*,1		12,664		410,314
Borderfree, Inc.*		21,445		321,461
Callidus Software, Inc.*		31,881		304,304
ChannelAdvisor Corp.*		32,881		862,797
Clearfield, Inc.*		40,174		633,142
Computer Task Group, Inc.		83,950		1,327,250
comScore, Inc.*		57,957		1,815,793
Control4 Corp.*,1		24,592		434,295
Cray, Inc.*		22,099		634,462
CTS Corp.		26,900		478,551
CYREN, Ltd.*		151,900		451,143
Digi International, Inc.*		28,783		255,017
E2open, Inc.*		22,631		390,837
ePlus, Inc.*		4,800		240,192
Evolving Systems, Inc.		14,000		122,080

	Shares		Value
Fabrinet*		21,521	$	464,854
FARO Technologies, Inc.*		14,540		580,146
Glu Mobile, Inc.*		129,200		516,800
GSI Group, Inc.*		68,500		831,590
GSI Technology, Inc.*		19,300		122,555
The Hackett Group, Inc.		48,000		288,000
Infoblox, Inc.*		23,149		454,183
Information Services Group, Inc.*		5,040		24,948
Integrated Silicon Solution, Inc.*		68,447		989,744
Interactive Intelligence Group, Inc.*		34,500		2,158,665
InvenSense, Inc.*		24,509		527,679
IXYS Corp.		48,912		527,760
LogMeln, Inc.*		19,208		873,004
Luxoft Holding, Inc.*		20,156		544,010
Marchex, Inc., Class B		13,500		124,875
Mavenir Systems, Inc.*,1		27,919		416,551
Maxwell Technologies, Inc.*		56,261		847,291
Monolithic Power Systems, Inc.*		18,149		673,328
NCI, Inc., Class A*		11,100		110,667
NIC, Inc.		39,800		729,932
PC Connection, Inc.		26,846		537,188
PFSweb, Inc.*		16,700		134,268
Planet Payment, Inc.*		228,070		599,824
PLX Technology, Inc.*		64,400		373,520
Points International, Ltd.*		29,509		666,313
PROS Holdings, Inc.*		11,167		305,976
Q2 Holdings, Inc.*		25,051		307,626
QAD, Inc., Class A		7,100		135,255
Qualys, Inc.*		42,711		823,895
Rally Software Development Corp.*		2,000		26,160
RMG Networks Holding Corp.*		32,900		124,033
The Rubicon Project, Inc.*		3,000		43,110
Sapiens International Corp. N.V.*,1		57,000		448,590
Seachange International, Inc.*		40,100		375,737
Sierra Wireless, Inc.*,1		24,511		528,457
Silver Spring Networks, Inc.*		20,686		309,876
Spansion, Inc., Class A*		27,086		482,943
SPS Commerce, Inc.*		12,647		655,115
Tangoe, Inc.*		22,956		345,258
Tessco Technologies, Inc.		48,500		1,595,165
Trulia, Inc.*,1		27,399		931,566
Tyler Technologies, Inc.*		29,700		2,425,005

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

14

AMG Managers Emerging Opportunities Fund

Schedule of Portfolio Investments (continued)

	Shares		Value
Information Technology - 18.4% (continued)
Ultra Clean Holdings, Inc.*		75,400	$	642,408
Varonis Systems, Inc.*		25,134		635,136
Violin Memory, Inc.*,1		105,620		380,232
Virtusa Corp.*		27,990		922,830
Vishay Precision Group, Inc.*		67,350		1,093,091
Wix.com, Ltd.*		10,583		216,846
Xoom Corp.*		41,687		930,037
Total Information Technology				40,355,206
Materials - 3.8%
AK Steel Holding Corp.*		87,375		611,625
Flotek Industries, Inc.*		33,350		934,133
Koppers Holdings, Inc.		30,200		1,289,540
Landec Corp.*		68,700		814,782
Materion Corp.		19,925		670,476
Myers Industries, Inc.		26,200		489,940
OMNOVA Solutions, Inc.*		171,700		1,565,904
Penford Corp.*		11,100		139,860
UFP Technologies, Inc.*		5,325		135,042
Universal Stainless & Alloy Products, Inc.*		46,000		1,650,940
Total Materials				8,302,242
Telecommunication Services - 1.8%
8x8, Inc.*		81,504		790,589
HickoryTech Corp.		21,900		259,953
IDT Corp., Class B		34,200		541,728
inContact, Inc.*		39,516		326,007
magicJack VocalTec, Ltd.*		17,000		300,560
NTELOS Holdings Corp.		10,100		139,279
Premiere Global Services, Inc.*		51,800		658,896
Shenandoah Telecommunications Co.		19,100		535,373
Towerstream Corp.*		181,500		335,775
Total Telecommunication Services				3,888,160
Utilities - 0.6%
Chesapeake Utilities Corp.		8,775		555,107
Unitil Corp.		21,000		697,200
Total Utilities				1,252,307
Total Common Stocks (cost $163,468,762)				209,395,384

	Shares		Value
Exchange Traded Funds - 0.8%
SPDR S&P Regional Banking ETF1 (cost $1,680,037)		46,200	$	1,778,238
	Principal Amount
Short-Term Investments - 7.0%
Repurchase Agreements - 4.1%2
Cantor Fitzgerald Securities, Inc., dated 04/30/14, due 05/01/14, 0.070%, total to be received $2,124,298 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 05/15/14 - 09/01/49, totaling $2,166,780)	$	2,124,294		2,124,294
Citigroup Global Markets, Inc., dated 04/30/14, due 05/01/14, 0.060%, total to be received $2,124,298 (collateralized by various U.S. Government Agency Obligations, 0.125% - 9.000%, 05/01/14 - 05/01/44, totaling $2,166,780)		2,124,294		2,124,294
HSBC Securities USA Inc., dated 04/30/14, due 05/01/14, 0.040%, total to be received $2,124,296 (collateralized by various U.S. Government Agency Obligations, 0.000% - 9.375%, 05/06/14 - 07/15/32, totaling $2,166,804)		2,124,294		2,124,294
Nomura Securities, Inc., dated 04/30/14, due 05/01/14, 0.050%, total to be received $447,210 (collateralized by various U.S. Government Agency Obligations, 0.125% - 6.125%, 07/15/14 - 02/15/44, totaling $456,153)		447,209		447,209
RBC Capital Markets LLC, dated 04/30/14, due 05/01/14, 0.050%, total to be received $2,124,297 (collateralized by various U.S. Government Agency Obligations, 2.330% - 4.500%, 02/01/24 - 01/01/44, totaling $2,166,780)		2,124,294		2,124,294
Total Repurchase Agreements				8,944,385
	Shares
Other Investment Companies - 2.9%3
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		6,343,840		6,343,840
Total Short-Term Investments (cost $15,288,225)				15,288,225
Total Investments - 103.4% (cost $180,437,024)				226,461,847
Other Assets, less Liabilities - (3.4)%				(7,521,769	)
Net Assets - 100.0%			$	218,940,078

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

15

AMG Managers Real Estate Securities Fund

Fund Snapshots

April 30, 2014 (unaudited)

PORTFOLIO BREAKDOWN

Sector	AMG Managers Real Estate Securities Fund**
REITs (Apartments)		17.5	%
REITs (Office Properties)		17.2	%
REITs (Regional Malls)		16.7	%
REITs (Diversified)		10.9	%
REITs (Shopping Centers)		8.2	%
REITs (Hotels)		7.8	%
REITs (Health Care)		7.6	%
REITs (Warehouse/Industrials)		6.0	%
REITs (Storage)		5.9	%
Other Assets and Liabilities		2.2	%

** As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets
Simon Property Group, Inc.*		7.5	%
Boston Properties, Inc.*		5.4
Prologis, Inc.*		4.8
General Growth Properties, Inc.		4.3
Essex Property Trust, Inc.		4.1
Public Storage*		3.8
Host Hotels & Resorts, Inc.		3.7
UDR, Inc.		3.6
Highwoods Properties, Inc.		3.4
Ventas, Inc.*		3.3
Top Ten as a Group		43.9	%

* Top Ten Holding at October 31, 2013.

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.

16

AMG Managers Real Estate Securities Fund

Schedule of Portfolio Investments

April 30, 2014 (unaudited)

	Shares		Value
REITs - 97.8%
Apartments - 17.5%
American Campus Communities, Inc.		67,990	$	2,597,218
AvalonBay Communities, Inc.		43,070		5,881,209
Camden Property Trust		35,910		2,459,476
Education Realty Trust, Inc.		210,930		2,151,486
Equity Residential		110,470		6,566,337
Essex Property Trust, Inc.		61,230		10,608,710
Mid-America Apartment Communities, Inc.		79,910		5,565,731
UDR, Inc.		359,960		9,308,566
Total Apartments				45,138,733
Diversified - 10.9%
American Assets Trust, Inc.		68,290		2,318,446
Cousins Properties, Inc.		103,720		1,206,264
Digital Realty Trust, Inc.		35,570		1,899,438
Duke Realty Corp.		330,380		5,788,258
Liberty Property Trust		188,550		7,070,625
PS Business Parks, Inc.		15,390		1,320,000
Retail Properties of America, Inc., Class A		130,560		1,869,619
Vornado Realty Trust		63,800		6,545,880
Total Diversified				28,018,530
Health Care - 7.6%
Aviv REIT, Inc.		72,930		1,924,623
HCP, Inc.		121,020		5,065,897
Health Care REIT, Inc.		66,520		4,196,747
Ventas, Inc.		128,920		8,519,034
Total Health Care				19,706,301
Hotels - 7.8%
Ashford Hospitality Prime, Inc.		38,750		594,425
DiamondRock Hospitality Co.		35,150		431,291
Host Hotels & Resorts, Inc.		448,770		9,626,116
RLJ Lodging Trust		17,950		478,726
Strategic Hotels & Resorts, Inc. *		248,570		2,682,070
Sunstone Hotel Investors, Inc.		441,190		6,313,429
Total Hotels				20,126,057
Office Properties - 17.2%
Alexandria Real Estate Equities, Inc.		49,550		3,657,781
Boston Properties, Inc.		119,200		13,963,088
Brandywine Realty Trust		168,070		2,445,419
Corporate Office Properties Trust		33,190		887,832

	Shares		Value
Empire State Realty Trust, Inc., Class A		117,140	$	1,792,242
Highwoods Properties, Inc.		215,320		8,688,162
Hudson Pacific Properties, Inc.		173,340		4,082,157
Kilroy Realty Corp.		25,220		1,502,355
SL Green Realty Corp.		70,620		7,394,620
Total Office Properties				44,413,656
Regional Malls - 16.7%
General Growth Properties, Inc.		478,000		10,979,660
The Macerich Co.		104,640		6,792,182
Simon Property Group, Inc.		112,050		19,407,060
Tanger Factory Outlet Centers		163,490		5,833,323
Total Regional Malls				43,012,225
Shopping Centers - 8.2%
Brixmor Property Group, Inc.		24,550		539,118
DDR Corp.		142,550		2,447,583
Federal Realty Investment Trust		34,550		4,061,007
Kimco Realty Corp.		306,780		7,031,398
Regency Centers Corp.		121,840		6,388,071
Retail Opportunity Investments Corp.		48,860		764,170
Total Shopping Centers				21,231,347
Storage - 5.9%
Extra Space Storage, Inc.		60,690		3,175,908
Public Storage		55,870		9,805,744
Sovran Self Storage, Inc.		30,750		2,333,925
Total Storage				15,315,577
Warehouse/Industrials - 6.0%
First Industrial Realty Trust, Inc.		86,870		1,595,802
Prologis, Inc.		307,430		12,490,881
Rexford Industrial Realty, Inc.		99,100		1,409,202
Total Warehouse/Industrials				15,495,885
Total REITs (cost $226,678,347)				252,458,311
Other Investment Companies - 2.2%3
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06% (cost $5,713,797)		5,713,797		5,713,797
Total Investments - 100.0% (cost $232,392,144)				258,172,108
Other Assets, less Liabilities - 0.0%				(9,081	)
Net Assets - 100.0%			$	258,163,027

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

17

Notes to Schedules of Portfolio Investments (unaudited)

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

At April 30, 2014, the approximate cost of investments for Federal income tax purposes and the aggregate gross unrealized appreciation and/or depreciation based on tax cost were as follows:

Fund	Cost		Appreciation		Depreciation			Net
AMG Frontier Small Cap Growth Fund	$	27,942,387	$	12,695,860	$	(1,013,608	)	$	11,682,252
AMG TimesSquare All Cap Growth Fund		32,214,305		7,558,903		(950,009	)		6,608,894
AMG Managers Emerging Opportunities Fund		181,468,773		52,069,909		(7,076,835	)		44,993,074
AMG Managers Real Estate Securities Fund		234,222,139		24,371,649		(421,680	)		23,949,969

* Non-income producing security.

¹  Some or all of these shares were out on loan to various brokers as of April 30, 2014 amounting to the following:

Fund	Market Value		% of Net Assets
AMG Frontier Small Cap Growth Fund	$	924,185		2.4	%
AMG Managers Emerging Opportunities Fund		8,464,503		3.9	%

²  Collateral received from brokers for securities lending was invested in these short-term investments.

³  Yield shown represents the April 30, 2014, seven-day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

⁴  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 its net assets in illiquid securities. All illiquid securities are valued by an independent pricing agent. The market value of illiquid securities at April 30, 2014, amounted to the following:

Fund	Market Value		% of Net Assets
AMG Managers Emerging Opportunities Fund	$	3,088		0.001	%

As of April 30, 2014, the securities in the AMG TimesSquare All Cap Growth Fund and AMG Managers Real Estate Securities Fund were all valued using Level 1 inputs. For a detailed breakout of the common stocks and REITs by major industry classification, please refer to the respective Schedule of Portfolio Investments previously presented in this report. (See Note 1(a) in the Notes to Financial Statements.)

The following tables summarize the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of April 30, 2014. (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 Frontier Small Cap Growth Fund
Investments in Securities
Common Stocks†	$	38,216,002		—		—	$	38,216,002
Short-Term Investments
Repurchase Agreements		—	$	943,701		—		943,701
Other Investment Companies		464,936		—		—		464,936
Total Investments in Securities	$	38,680,938	$	943,701		—	$	39,624,639

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

18

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 Emerging Opportunities Fund
Investments in Securities
Common Stocks
Industrials	$	46,922,533	$	3,088		—	$	46,925,621
Information Technology		40,355,206		—		—		40,355,206
Consumer Discretionary		36,712,101		—		—		36,712,101
Health Care		29,013,846		—		—		29,013,846
Financials		26,982,042		—		—		26,982,042
Energy		10,038,392		—		—		10,038,392
Materials		8,302,242		—		—		8,302,242
Consumer Staples		5,925,467		—		—		5,925,467
Telecommunication Services		3,888,160		—		—		3,888,160
Utilities		1,252,307		—		—		1,252,307
Exchange Traded Funds		1,778,238		—		—		1,778,238
Short-Term Investments
Repurchase Agreements		—		8,944,385		—		8,944,385
Other Investment Companies		6,343,840		—		—		6,343,840
					��
Total Investments in Securities	$	217,514,374	$	8,947,473		—	$	226,461,847

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

As of April 30, 2014, the Funds had no transfers between levels from the beginning of the reporting period.

INVESTMENTS DEFINITIONS AND ABBREVIATIONS:

ADR: ADR after the name of a holding stands for American Depositary Receipt, representing ownership of foreign securities on deposit with a domestic custodian bank. The value of the ADR securities is determined or significantly influenced by trading on exchanges not located in the United States or Canada. Sponsored ADRs are initiated by the underlying foreign company.

ETF: Exchange Traded Fund

REIT: Real Estate Investment Trust

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

19

Statement of Assets and Liabilities

April 30, 2014 (unaudited)

	AMG Frontier Small Cap Growth Fund			AMG TimesSquare All Cap Growth Fund			AMG Managers Emerging Opportunities Fund
Assets:
Investments at value* (including securities on loan valued at $924,185, $0 and $8,464,503, respectively)	$	39,624,639		$	38,823,199		$	226,461,847
Cash		17			—			—
Receivable for investments sold		325,721			309,963			5,009,214
Receivable for Fund shares sold		750			55,250			426,323
Dividends, interest and other receivables		6,296			7,097			51,391
Receivable from affiliate		7,490			15,952			29,814
Prepaid expenses		34,325			24,579			31,975
Total assets		39,999,238			39,236,040			232,010,564
Liabilities:
Payable upon return of securities loaned		943,701			—			8,944,385
Payable for investments purchased		214,065			1,250,776			3,237,440
Payable for Fund shares repurchased		5,788			81,970			523,872
Accrued expenses:
Investment advisory and management fees		32,228			23,521			185,684
Administrative fees		—			7,841			46,421
Shareholder servicing fees - Investor Class		164			624			—
Shareholder servicing fees - Service Class		3,085			2,466			38,308
Distribution fees - Investor Class		79			1,040			—
Trustees fees and expenses		—			45			1,078
Other		28,383			18,357			93,298
Total liabilities		1,227,493			1,386,640			13,070,486
Net Assets	$	38,771,745		$	37,849,400		$	218,940,078
Net Assets Represent:
Paid-in capital	$	12,759,987		$	29,795,951		$	154,499,281
Undistributed net investment loss		(121,156	)		(46,575	)		(587,645	)
Accumulated net realized gain from investments		13,549,540			1,425,223			19,003,619
Net unrealized appreciation of investments		12,583,374			6,674,801			46,024,823
Net Assets	$	38,771,745		$	37,849,400		$	218,940,078
Investor Class:
Net Assets	$	378,707		$	5,034,249			n/a
Shares outstanding		15,577			326,020			n/a
Net asset value, offering and redemption price per share	$	24.31		$	15.44			n/a
Service Class:
Net Assets	$	15,148,306		$	29,448,789		$	180,542,875
Shares outstanding		617,109			1,880,905			3,939,854
Net asset value, offering and redemption price per share	$	24.55		$	15.66		$	45.82
Institutional Class:
Net Assets	$	23,244,732		$	3,366,362		$	38,397,203
Shares outstanding		937,195			215,352			835,250
Net asset value, offering and redemption price per share	$	24.80		$	15.63		$	45.97
*  Investments at cost	$	27,041,265		$	32,148,398		$	180,437,024

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

20

Statement of Assets and Liabilities (continued)

	AMG Managers Real Estate Securities Fund
Assets:
Investments at value*	$	258,172,108
Receivable for investments sold		3,634,142
Receivable for Fund shares sold		2,161,114
Dividends, interest and other receivables		60,064
Prepaid expenses		32,836
Total assets		264,060,264
Liabilities:
Payable for investments purchased		5,175,187
Payable for Fund shares repurchased		440,004
Accrued expenses:
Investment advisory and management fees		121,332
Administrative fees		50,555
Shareholder servicing fees		50,555
Trustees fees and expenses		757
Other		58,847
Total liabilities		5,897,237
Net Assets	$	258,163,027
Net Assets Represent:
Paid-in capital	$	232,511,749
Undistributed net investment income		336,706
Accumulated net realized loss from investments		(465,392	)
Net unrealized appreciation of investments		25,779,964
Net Assets	$	258,163,027
Shares outstanding		23,637,439
Net asset value, offering and redemption price per share	$	10.92
*  Investments at cost	$	232,392,144

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

21

Statement of Operations

For the six months ended April 30, 2014 (unaudited)

	AMG Frontier Small Cap Growth Fund			AMG TimesSquare All Cap Growth Fund			AMG Managers Emerging Opportunities Fund			AMG Managers Real Estate Securities Fund
Investment Income:
Dividend income	$	158,795		$	140,902		$	809,966	1	$	2,672,735
Securities lending income		64,061			4			94,451			—
Interest income		—			—			118			—
Foreign withholding tax		(2,073	)		—			—			—
Total investment income		220,783			140,906			904,535			2,672,735
Expenses:
Investment advisory and management fees		305,571			142,452			1,132,356			658,474
Administrative fees		—			47,484			283,089			274,364
Distribution fees - Investor Class		477			6,443			—			—
Shareholder servicing fees - Service Class		19,542			14,948			230,866			—
Shareholder servicing fees - Investor Class		477			3,866			—			—
Shareholder servicing fees		—			—			—			274,364
Professional fees		15,598			12,471			18,182			21,471
Registration fees		13,192			13,764			10,398			13,459
Custodian		9,097			2,721			24,134			9,905
Reports to shareholders		5,100			4,035			15,878			26,465
Transfer agent		5,000			9,750			18,953			14,448
Trustees fees and expenses		1,174			761			3,812			3,703
Miscellaneous		1,286			1,091			25,642			1,893
Total expenses before offsets		376,514			259,786			1,763,310			1,298,546
Expense repayments		—			—			—			26,047
Expense reimbursements		(34,575	)		(84,477	)		(172,530	)		—
Expense reductions		—			(2,785	)		(20,233	)		(10,972	)
Net expenses		341,939			172,524			1,570,547			1,313,621
Net investment income (loss)		(121,156	)		(31,618	)		(666,012	)		1,359,114
Net Realized and Unrealized Gain:
Net realized gain on investments		14,451,741			1,492,719			20,815,591			1,366,072
Net change in unrealized appreciation (depreciation) of investments		(10,091,587	)		(193,964	)		(15,437,042	)		16,164,809
Net realized and unrealized gain		4,360,154			1,298,755			5,378,549			17,530,881
Net increase in net assets resulting from operations	$	4,238,998		$	1,267,137		$	4,712,537		$	18,889,995

¹  Includes non-recurring dividends of $68,776.

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

22

Statements of Changes in Net Assets

For the six months ended April 30, 2014 (unaudited) and the fiscal year ended October 31, 2013

	AMG Frontier						AMG TimesSquare All						AMG Managers Emerging
	Small Cap Growth Fund						Cap Growth Fund						Opportunities Fund
	April 30,			October 31,			April 30,			October 31,			April 30,			October 31,
	2014			2013			2014			2013			2014			2013
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)	$	(121,156	)	$	(180,285	)	$	(31,618	)	$	54,882		$	(666,012	)	$	(459,051	)
Net realized gain on investments		14,451,741			8,773,344			1,492,719			4,505,144			20,815,591			29,255,923
Net change in unrealized appreciation (depreciation) of investments		(10,091,587	)		18,984,862			(193,964	)		3,689,693			(15,437,042	)		37,936,325
Net increase in net assets resulting from operations		4,238,998			27,577,921			1,267,137			8,249,719			4,712,537			66,733,197
Distributions to Shareholders:
From net investment income:
Investor Class		—			—			—			(6,039	)		—			—
Service Class		—			—			—			(66,568	)		—			(200,919	)
Institutional Class		—			—			—			(16,460	)		—			(134,351	)
From net realized gain on investments:
Investor Class		(41,612	)		—			(535,996	)		—			—			—
Service Class		(1,754,199	)		—			(3,026,191	)		—			(23,264,454	)		(8,440,046	)
Institutional Class		(6,547,364	)		—			(314,008	)		—			(5,190,571	)		(2,201,758	)
Total distributions to shareholders		(8,343,175	)		—			(3,876,195	)		(89,067	)		(28,455,025	)		(10,977,074	)
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		(30,879,894	)		(40,721,845	)		4,166,855			2,745,621			25,634,800			20,768,144
Total increase (decrease) in net assets		(34,984,071	)		(13,143,924	)		1,557,797			10,906,273			1,892,312			76,524,267
Net Assets:
Beginning of period		73,755,816			86,899,740			36,291,603			25,385,330			217,047,766			140,523,499
End of period	$	38,771,745		$	73,755,816		$	37,849,400		$	36,291,603		$	218,940,078		$	217,047,766
End of period undistributed net investment income (loss)	$	(121,156	)		—		$	(46,575	)	$	(14,957	)	$	(587,645	)	$	78,367

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

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

23

Statements of Changes in Net Assets (continued)

For the six months ended April 30, 2014 (unaudited) and the fiscal year ended October 31, 2013

	AMG Managers Real
	Estate Securities Fund
	April 30,			October 31,
	2014			2013
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	1,359,114		$	2,124,958
Net realized gain on investments		1,366,072			11,667,269
Net change in unrealized appreciation (depreciation) of investments		16,164,809			2,575,248
Net increase in net assets resulting from operations		18,889,995			16,367,475
Distributions to Shareholders:
From net investment income		(1,677,390	)		(1,863,912	)
From net realized gain on investments		(12,258,881	)		(3,921,545	)
Total distributions to shareholders		(13,936,271	)		(5,785,457	)
Capital Share Transactions:
Proceeds from sale of shares		68,330,102			129,568,438
Reinvestment of dividends and distributions		12,049,242			5,096,432
Cost of shares repurchased		(39,795,944	)		(100,989,345	)
Net increase from capital share transactions		40,583,400			33,675,525
Total increase in net assets		45,537,124			44,257,543
Net Assets:
Beginning of period		212,625,903			168,368,360
End of period	$	258,163,027		$	212,625,903
End of period undistributed net investment income	$	336,706		$	654,982
Share Transactions:
Sale of shares		6,596,492			12,151,788
Reinvested shares from dividends and distributions		1,248,390			503,733
Shares repurchased		(3,905,314	)		(9,677,837	)
Net increase in shares		3,939,568			2,977,684

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

24

AMG Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,									For the fiscal
	April 30, 2014												period ended
Investor Class	(unaudited)			2013			2012			2011			October 31, 2010*
Net Asset Value, Beginning of Period	$	26.26		$	18.81		$	17.90		$	16.70		$	14.64
Income from Investment Operations:
Net investment loss1		(0.11	)		(0.14	)4		(0.13	)5		(0.16	)		(0.11	)
Net realized and unrealized gain on investments1		1.14			7.59			1.04			1.36			2.17
Total from investment operations		1.03			7.45			0.91			1.20			2.06
Distributions to Shareholders from:
Net realized gain on investments		(2.98	)		—			—			—			—
Net Asset Value, End of Period	$	24.31		$	26.26		$	18.81		$	17.90		$	16.70
Total Return2		3.78	%15		39.61	%		5.08	%		7.19	%		14.07	%15
Ratio of net expenses to average net assets (with offsets/reductions)		1.55	%16		1.58	%6		1.55	%		1.55	%		1.55	%16
Ratio of expenses to average net assets (with offsets)		1.55	%16		1.58	%6		1.55	%		1.55	%		1.55	%16
Ratio of total expenses to average net assets (without offsets/reductions)3		1.66	%16		1.65	%6		1.65	%		1.72	%		1.94	%16
Ratio of net investment loss to average net assets2		(0.85	)%16		(0.64	)%6		(0.70	)%		(0.86	)%		(0.91	)%16
Portfolio turnover		33	%		65	%		38	%		44	%		52	%
Net assets at end of period (000’s omitted)	$	379		$	366		$	474		$	563		$	406

	For the six months ended April 30, 2014			For the fiscal year ended October 31,
Service Class	(unaudited)			2013			2012			2011			2010*			2009
Net Asset Value, Beginning of Period	$	26.48		$	18.92		$	17.96		$	16.72		$	13.42		$	11.69
Income from Investment Operations:
Net investment loss1		(0.08	)		(0.10	)4		(0.09	)5		(0.12	)��		(0.12	)		(0.10	)
Net realized and unrealized gain on investments1		1.16			7.66			1.05			1.36			3.42			1.83
Total from investment operations		1.08			7.56			0.96			1.24			3.30			1.73
Distributions to Shareholders from:
Net realized gain on investments		(3.01	)		—			—			—			—			—
Net Asset Value, End of Period	$	24.55		$	26.48		$	18.92		$	17.96		$	16.72		$	13.42
Total Return2		3.94	%7,15		39.96	%7		5.35	%7		7.42	%7		24.59	%		14.80	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.30	%16		1.33	%6		1.30	%		1.30	%		1.37	%		1.46	%
Ratio of expenses to average net assets (with offsets)		1.30	%16		1.33	%6		1.30	%		1.30	%		1.37	%		1.46	%
Ratio of total expenses to average net assets (without offsets/reductions)3		1.41	%16		1.40	%6		1.40	%		1.47	%		1.66	%		1.50	%
Ratio of net investment loss to average net assets2		(0.60	)%16		(0.43	)%6		(0.48	)%		(0.63	)%		(0.78	)%		(0.90	)%
Portfolio turnover		33	%		65	%		38	%		44	%		52	%		136	%
Net assets at end of period (000’s omitted)	$	15,148		$	15,273		$	12,664		$	18,199		$	18,290		$	39,536

25

AMG Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,									For the fiscal
	April 30, 2014												period ended
Institutional Class	(unaudited)			2013			2012			2011			October 31, 2010*
Net Asset Value, Beginning of Period	$	26.72		$	19.04		$	18.03		$	16.74		$	14.64
Income from Investment Operations:
Net investment loss1		(0.04	)		(0.04	)4		(0.04	)5		(0.08	)		(0.05	)
Net realized and unrealized gain on investments1		1.16			7.72			1.05			1.37			2.15
Total from investment operations		1.12			7.68			1.01			1.29			2.10
Distributions to Shareholders from:
Net realized gain on investments		(3.04	)		—			—			—			—
Net Asset Value, End of Period	$	24.80		$	26.72		$	19.04		$	18.03		$	16.74
Total Return2		4.04	%15		40.34	%		5.60	%		7.71	%		14.34	%15
Ratio of net expenses to average net assets (with offsets/reductions)		1.05	%16		1.08	%6		1.05	%		1.05	%		1.05	%16
Ratio of expenses to average net assets (with offsets)		1.05	%16		1.08	%6		1.05	%		1.05	%		1.05	%16
Ratio of total expenses to average net assets (without offsets/reductions)3		1.16	%16		1.15	%6		1.15	%		1.22	%		1.44	%16
Ratio of net investment loss to average net assets2		(0.33	)%16		(0.17	)%6		(0.20	)%		(0.41	)%		(0.41	)%16
Portfolio turnover		33	%		65	%		38	%		44	%		52	%
Net assets at end of period (000’s omitted)	$	23,245		$	58,117		$	73,762		$	77,217		$	11,750

26

AMG TimesSquare All Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,									For the fiscal
	April 30, 2014												period ended
Investor Class	(unaudited)			2013			2012			2011			October 31, 2010**
Net Asset Value, Beginning of Period	$	16.60		$	12.75		$	11.02		$	10.93		$	10.00
Income from Investment Operations:
Net investment loss1		(0.03	)		(0.02	)8		(0.02	)5		(0.10	)		(0.00	)#
Net realized and unrealized gain on investments1		0.63			3.89			1.75			0.19			0.93
Total from investment operations		0.60			3.87			1.73			0.09			0.93
Distributions to Shareholders from:
Net investment income		—			(0.02	)		—			(0.00	)#		—
Net realized gain on investments		(1.76	)		—			—			—			—
Total distributions to shareholders		(1.76	)		(0.02	)		—			(0.00	)#		—
Net Asset Value, End of Period	$	15.44		$	16.60		$	12.75		$	11.02		$	10.93
Total Return2		3.30	%15		30.41	%		15.70	%		0.84	%		9.30	%15
Ratio of net expenses to average net assets (with offsets/reductions)		1.18	%16		1.30	%9		1.17	%		1.11	%		1.17	%16
Ratio of expenses to average net assets (with offsets)		1.19	%16		1.32	%9		1.19	%		1.19	%		1.17	%16
Ratio of total expenses to average net assets (without offsets/reductions)3		1.64	%16		1.85	%9		1.80	%		2.04	%		15.15	%16
Ratio of net investment loss to average net assets2		(0.44	)%16		(0.17	)%9		(0.14	)%		(0.86	)%		(0.11	)%16
Portfolio turnover		42	%		102	%		87	%		102	%		50	%
Net assets at end of period (000’s omitted)	$	5,034		$	5,046		$	3,608		$	2,465		$	14

	For the six months ended			For the fiscal year ended October 31,									For the fiscal
	April 30, 2014												period ended
Service Class	(unaudited)			2013			2012			2011			October 31, 2010**
Net Asset Value, Beginning of Period	$	16.80		$	12.88		$	11.10		$	10.94		$	10.00
Income from Investment Operations:
Net investment income (loss)1		(0.01	)		0.03	8		0.01	5		(0.02	)		(0.00	)#
Net realized and unrealized gain on investments1		0.65			3.93			1.77			0.18			0.94
Total from investment operations		0.64			3.96			1.78			0.16			0.94
Distributions to Shareholders from:
Net investment income		—			(0.04	)		—			—			—
Net realized gain on investments		(1.78	)		—			—			—			—
Total distributions to shareholders		(1.78	)		(0.04	)		—			—			—
Net Asset Value, End of Period	$	15.66		$	16.80		$	12.88		$	11.10		$	10.94
Total Return2		3.51	%15		30.88	%		16.04	%7		1.46	%7		9.40	%15
Ratio of net expenses to average net assets (with offsets/reductions)		0.88	%16		0.90	%9		0.96	%		0.96	%		1.03	%16
Ratio of expenses to average net assets (with offsets)		0.89	%16		0.92	%9		0.98	%		1.04	%		1.03	%16
Ratio of total expenses to average net assets (without offsets/reductions)3		1.34	%16		1.45	%9		1.59	%		1.89	%		15.00	%16
Ratio of net investment income (loss) to average net assets2		(0.14	)%16		0.23	%9		0.09	%		(0.17	)%		0.00	%#,16
Portfolio turnover		42	%		102	%		87	%		102	%		50	%
Net assets at end of period (000’s omitted)	$	29,449		$	28,281		$	19,498		$	18,321		$	11

27

AMG TimesSquare All Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,									For the fiscal
	April 30, 2014												period ended
Institutional Class	(unaudited)			2013			2012			2011			October 31, 2010**
Net Asset Value, Beginning of Period	$	16.77		$	12.87		$	11.07		$	10.94		$	10.00
Income from Investment Operations:
Net investment income (loss)1		(0.00	)#		0.05	8		0.03	5		0.00	#		0.01
Net realized and unrealized gain on investments1		0.64			3.92			1.77			0.13			0.93
Total from investment operations		0.64			3.97			1.80			0.13			0.94
Distributions to Shareholders from:
Net investment income		—			(0.07	)		—			(0.00	)#		—
Net realized gain on investments		(1.78	)		—			—			—			—
Total distributions to shareholders		(1.78	)		(0.07	)		—			(0.00	)#		—
Net Asset Value, End of Period	$	15.63		$	16.77		$	12.87		$	11.07		$	10.94
Total Return2		3.49	%7,15		31.00	%7		16.26	%		1.23	%		9.40	%15
Ratio of net expenses to average net assets (with offsets/reductions)		0.78	%16		0.80	%9		0.77	%		0.71	%		0.79	%16
Ratio of expenses to average net assets (with offsets)		0.79	%16		0.82	%9		0.79	%		0.79	%		0.79	%16
Ratio of total expenses to average net assets (without offsets/reductions)3		1.24	%16		1.35	%9		1.40	%		1.64	%		14.74	%16
Ratio of net investment income (loss) to average net assets2		(0.04	)%16		0.35	%9		0.26	%		0.03	%		0.27	%16
Portfolio turnover		42	%		102	%		87	%		102	%		50	%
Net assets at end of period (000’s omitted)	$	3,366		$	2,965		$	2,279		$	1,982		$	1,063

28

AMG Managers Emerging Opportunities Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,
	April 30, 2014
Service Class†	(unaudited)			2013			2012			2011			2010			2009
Net Asset Value, Beginning of Period	$	51.19		$	37.26		$	36.03		$	33.42		$	26.37		$	25.41
Income from Investment Operations:
Net investment loss1		(0.16	)10		(0.14	)4		(0.23	)		(0.27	)		(0.25	)		(0.21	)
Net realized and unrealized gain on investments1		1.59			16.99			4.12			2.88			7.30			2.73
Total from investment operations		1.43			16.85			3.89			2.61			7.05			2.52
Distributions to Shareholders from:
Net investment income		—			(0.07	)		—			—			—			—
Net realized gain on investments		(6.80	)		(2.85	)		(2.66	)		—			—			(1.56	)
Total distributions to shareholders		(6.80	)		(2.92	)		(2.66	)		—			—			(1.56	)
Net Asset Value, End of Period	$	45.82		$	51.19		$	37.26		$	36.03		$	33.42		$	26.37
Total Return2		2.22	%7,15		49.00	%		11.55	%†††		7.78	%		26.73	%7		11.34	%7
Ratio of net expenses to average net assets (with offsets/reductions)		1.43	%11,16,17		1.44	%12		1.41	%		1.41	%		1.50	%		1.53	%
Ratio of expenses to average net assets (with offsets)		1.45	%11,16,17		1.45	%12		1.43	%		1.43	%		1.52	%		1.56	%
Ratio of total expenses to average net assets (without offsets/reductions)3		1.61	%11,16,17		1.65	%12		1.68	%		1.66	%		1.72	%		1.75	%
Ratio of net investment loss to average net assets2		(0.65	)%11,16,17		(0.33	)%12		(0.62	)%		(0.73	)%		(0.84	)%		(0.90	)%
Portfolio turnover		57	%		96	%		64	%		85	%		93	%		82	%
Net assets at end of period (000’s omitted)	$	180,543		$	172,959		$	110,732		$	113,742		$	135,570		$	127,322

	For the six months ended			For the fiscal year ended October 31,						For the fiscal period October 1, 2011
Institutional Class††	April 30, 2014 (unaudited)			2013			2012			through October 31, 2011
Net Asset Value, Beginning of Period	$	51.31		$	37.37		$	36.03		$	31.02
Income from Investment Operations:
Net investment loss1		(0.10	)10		(0.03	)4		(0.13	)		(0.01	)
Net realized and unrealized gain on investments1		1.58			16.99			4.13			5.02
Total from investment operations		1.48			16.96			4.00			5.01
Distributions to Shareholders from:
Net investment income		—			(0.17	)		—			—
Net realized gain on investments		(6.82	)		(2.85	)		(2.66	)		—
Total distributions to shareholders		(6.82	)		(3.02	)		(2.66	)		—
Net Asset Value, End of Period	$	45.97		$	51.31		$	37.37		$	36.03
Total Return2		2.32	%7,15		49.36	%		11.84	%†††		16.18	%15
Ratio of net expenses to average net assets (with offsets/reductions)		1.18	%11,16,17		1.19	%12		1.16	%		1.17	%16
Ratio of expenses to average net assets (with offsets)		1.20	%11,16,17		1.20	%12		1.18	%		1.19	%16
Ratio of total expenses to average net assets (without offsets/reductions)3		1.36	%11,16,17		1.40	%12		1.43	%		1.50	%16
Ratio of net investment loss to average net assets2		(0.40	)%11,16,17		(0.08	)%12		(0.37	)%		(0.42	)%16
Portfolio turnover		57	%		96	%		64	%		85	%
Net assets at end of period (000’s omitted)	$	38,397		$	44,089		$	29,791		$	31,735

29

AMG Managers Real Estate Securities Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six months ended			For the fiscal year ended October 31,
	April 30, 2014
	(unaudited)			2013			2012			2011			2010			2009
Net Asset Value, Beginning of Period	$	10.79		$	10.07		$	8.95		$	8.12		$	5.68		$	5.55
Income from Investment Operations:
Net investment income1		0.06			0.11			0.09			0.06			0.08			0.12
Net realized and unrealized gain on investments1		0.76			0.96			1.11			0.83			2.43			0.16
Total from investment operations		0.82			1.07			1.20			0.89			2.51			0.28
Distributions to Shareholders from:
Net investment income		(0.08	)		(0.10	)		(0.08	)		(0.06	)		(0.07	)		(0.15	)
Net realized gain on investments		(0.61	)		(0.25	)		—			—			—			—
Total distributions to shareholders		(0.69	)		(0.35	)		(0.08	)		(0.06	)		(0.07	)		(0.15	)
Net Asset Value, End of Period	$	10.92		$	10.79		$	10.07		$	8.95		$	8.12		$	5.68
Total Return2		8.43	%7,15		10.89	%7		13.43	%		11.06	%		44.47	%		5.77	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.21	%13,16		1.26	%14		1.26	%		1.41	%		1.49	%		1.48	%
Ratio of expenses to average net assets (with offsets)		1.22	%13,16		1.27	%14		1.27	%		1.42	%		1.50	%		1.50	%
Ratio of total expenses to average net assets (without offsets/reductions)3		1.22	%13,16		1.27	%14		1.28	%		1.48	%		1.79	%		2.47	%
Ratio of net investment income to average net assets2		1.22	%13,16		1.08	%14		0.92	%		0.69	%		1.12	%		2.56	%
Portfolio turnover		26	%		86	%		36	%		75	%		99	%		107	%
Net assets at end of period (000’s omitted)	$	258,163		$	212,626		$	168,368		$	55,568		$	23,787		$	14,526

30

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.

^#  Rounds to less than $0.01 per share or 0.01%.

* Effective January 1, 2010, existing shares of AMG Frontier Small Cap Growth Fund were reclassified and redesignated as Service Class shares. Investor Class and Institutional Class shares commenced operations on January 1, 2010.

** Commenced operations on July 30, 2010.

^† Effective October 1, 2011, existing shares of AMG Managers Emerging Opportunities Fund were reclassified and redesignated as Service Class shares.

^†† As of the close of business on September 30, 2011, Managers Institutional Micro-Cap Fund (“Institutional Micro-Cap”) merged into AMG Managers Emerging Opportunities Fund. Each full and partial share of Institutional Micro-Cap was exchanged for shares in the new Institutional Class of AMG Managers Emerging Opportunities Fund in an equivalent dollar amount.

^†††  Returns would have been lower if not for capital inflow resulting from market timing settlements.

¹  Per share numbers have been calculated using average shares.

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

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

⁴  Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.20), $(0.17), and $(0.09) for AMG Frontier Small Cap Growth Fund’s Investor Class, Service Class, and Institutional Class shares, respectively, and $(0.31) and $(0.20) for AMG Managers Emerging Opportunities Fund’s Service Class and Institutional Class shares, respectively.

⁵  Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.16), $(0.12), and $(0.07) for AMG Frontier Small Cap Growth Fund’s Investor Class, Service Class, and Institutional Class shares, respectively, and $(0.03), $(0.01), and $0.02 for AMG TimesSquare All Cap Growth Fund’s Investor Class, Service Class, and Institutional Class shares, respectively.

⁶  Includes non-routine extraordinary expenses amounting to 0.026%, 0.026% and 0.026% of average net assets for the Investor Class, Service Class and Institutional Class, respectively.

⁷  The Total Return is based on the Financial Statement Net Asset Values as shown above.

⁸  Includes a non-recurring dividend. Without this dividend, net investment income per share would have been $(0.05), $0.00, and $0.03 for AMG TimesSquare All Cap Growth Fund’s Investor Class, Service Class, and Institutional Class shares, respectively.

⁹  Includes non-routine extraordinary expenses amounting to 0.023%, 0.023% and 0.026% of average net assets for the Investor Class, Service Class and Institutional Class, respectively.

¹⁰  Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.17) and $(0.11) for the AMG Managers Emerging Opportunities Fund’s Service Class and Institutional Class shares, respectively.

¹¹  Includes non-routine extraordinary expenses amounting to 0.005% and 0.006% of average net assets for the Service Class and Institutional Class, respectively.

¹²  Includes non-routine extraordinary expenses amounting to 0.022% and 0.022% of average net assets for the Service Class and Institutional Class, respectively.

¹³  Includes non-routine extraordinary expenses amounting to 0.008% of average net assets.

¹⁴  Includes non-routine extraordinary expenses amounting to 0.027% of average net assets.

¹⁵  Not annualized.

¹⁶  Annualized.

¹⁷  Includes tax expense of $19,605 or 0.01%.

31

Notes to Financial Statements

April 30, 2014 (unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds I (formerly Managers Trust I) (the “Trust”), is an open-end management investment company, organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks and policies. Included in this report are the AMG Managers Frontier Small Cap Growth Fund (“Small Cap”) (formerly Managers Frontier Small Cap Growth Fund), AMG TimesSquare All Cap Growth Fund (“All Cap Growth”) (formerly Managers AMG TSCM Growth Equity Fund), AMG Managers Emerging Opportunities Fund (“Emerging Opportunities”) (formerly Managers Micro-Cap Fund) and AMG Managers Real Estate Securities Fund (“Real Estate Securities”) (formerly Managers Real Estate Securities Fund), each a “Fund” and collectively the “Funds.”

Small Cap and All Cap Growth each offer three classes of shares: Investor Class, Service Class, and Institutional Class. Emerging Opportunities currently offers two classes of shares: Institutional Class and Service Class. Each class represents an interest in the same assets of the Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.

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

a. VALUATION OF INVESTMENTS

Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Equity securities primarily traded on an international securities exchange and equity securities traded on NASDAQ or in a U.S. or non-U.S. over-the counter market are valued at the market’s official closing price, or, if there are no trades on the applicable date, at the last quoted bid price. In addition, if the applicable market does not offer an official closing price or if the official closing price is not representative of the overall market, equity securities primarily traded on an international securities exchange and equity securities traded in a non-U.S. over-the counter market are valued at the last quoted sales price. The Funds’ 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 Funds (the “Board”).

Short-term debt obligations (debt obligations with maturities of one year or less at the time of issuance) that have 60 days or less remaining until maturity will

be valued at amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share except ETF’s, which are valued the same as equity securities.

Under certain circumstances, the value of certain Fund 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 Pricing Committee is the committee formed by the Board to make fair value determinations for such investments. The Funds 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 deemed to be readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if AMG Funds LLC (formerly Managers Investment Group LLC) (the “Investment Manager”) believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that the Fund might reasonably expect to receive from a current sale of that 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 analytical data and press releases relating to the investment and its issuer; 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 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 securities fair valued by the Pricing Committee, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close of their respective principal markets. Under certain circumstances, on behalf of a fund that invests primarily in international securities, the Investment Manager or applicable subadvisor may recommend an adjustment of such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which each Fund calculates its NAV. The Board has also adopted a policy that securities held in a fund that invests primarily in international securities and certain foreign debt obligations held by a fund, in each case, that can be fair valued by the applicable fair value pricing service are fair valued on each business day without regard to a “trigger” (e.g., without regard to invoking fair value based upon a change in a U.S. equity securities index exceeding a predetermined level). The Funds may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of securities that are judged to be stale so that they reflect fair value. An investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations.

32

Notes to Financial Statements (continued)

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

The three-tier hierarchy of inputs is summarized below:

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

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

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

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

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Distributions received in excess of income from return of capital including real estate-investment trusts (REITs) are recorded as a reduction of the cost of the related investment and/or as a realized gain. If the Funds no longer own the applicable securities, any distributions received in excess of income are recorded as an adjustment to realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a

Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders. For Small Cap, All Cap Growth and Emerging Opportunities Funds, 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 April 30, 2014, the amount by which the Funds’ expenses were reduced and the impact on the expense ratios, if any, were as follows: All Cap Growth - $2,785 or 0.01%, Emerging Opportunities - $20,233 or 0.02% and Real Estate Securities - $10,972 or 0.01%.

The Funds have a “balance credit” arrangement with The Bank of New York Mellon (“BNYM”), the Funds’ custodian, whereby each Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce custodian expenses that would otherwise be charged to each Fund. For the six months ended April 30, 2014, the Funds’ custodian expense was not reduced.

Overdraft fees are computed at 1% above the effective Federal Funds rate on the day of the overdraft. Prior to January 1, 2013, the rate was 2% above the effective Federal Funds rate. For the six months ended April 30, 2014, the overdraft fees for Small Cap, All Cap Growth and Emerging Opportunities equaled $594, $2 and $9, respectively.

The Trust recently held a shareholder meeting at which shareholders approved a new Declaration of Trust for the Trust, among other proposals. The costs associated with this proxy statement and shareholder meeting are being treated as “extraordinary expenses,” and, therefore, are excluded from the expense limitation agreement described in Note 2.

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. 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. The most common differences are primarily due to differing treatments for losses deferred due to excise tax regulations, wash sales, REITs and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.

33

Notes to Financial Statements (continued)

e. FEDERAL TAXES

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

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

Management has analyzed the Funds’ tax positions taken on Federal income tax returns as of October 31, 2013 and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, the Funds are 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, post-enactment capital losses 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 April 30, 2014, the Funds had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Funds incur net capital losses for the year ended October 31, 2014, such amounts may be used to offset future realized capital gains, for an unlimited time period.

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for each series 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 April 30, 2014 (unaudited) and the fiscal year ended October 31, 2013, the capital stock transactions by class for the Small Cap, All Cap Growth and Emerging Opportunities were:

	Small Cap												All Cap Growth
	April 30, 2014						October 31, 2013						April 30, 2014						October 31, 2013
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Investor Class Shares
Proceeds from sale of shares		—			—			472		$	11,202			10,312		$	164,782			44,427		$	652,528
Reinvestment of distributions		1,686		$	41,612			—			—			33,626			535,996			465			6,034
Cost of shares repurchased		(50	)		(1,256	)		(11,753	)		(257,651	)		(21,933	)		(353,235	)		(23,858	)		(354,373	)
Net increase (decrease)		1,636		$	40,356			(11,281	)	$	(246,449	)		22,005		$	347,543			21,034		$	304,189
Service Class Shares
Proceeds from sale of shares		32,859		$	856,609			14,996		$	346,091			161,123		$	2,632,496			506,959		$	7,532,724
Reinvestment of distributions		69,579			1,731,122			—			—			187,380			3,026,191			5,075			66,433
Cost of shares repurchased		(62,009	)		(1,577,134	)		(107,664	)		(2,411,622	)		(150,914	)		(2,459,940	)		(342,293	)		(5,092,088	)
Net increase (decrease)		40,429		$	1,010,597			(92,668	)	$	(2,065,531	)		197,589		$	3,198,747			169,741		$	2,507,069
Institutional Class Shares
Proceeds from sale of shares		19,501		$	502,133			24,657		$	530,043			22,076		$	356,251			98,087		$	1,355,750
Reinvestment of distributions		259,755			6,525,038			—			—			19,479			314,008			1,097			14,314
Cost of shares repurchased		(1,517,247	)		(38,958,018	)		(1,723,427	)		(38,939,908	)		(3,024	)		(49,694	)		(99,460	)		(1,435,701	)
Net increase (decrease)		(1,237,991	)	$	(31,930,847	)		(1,698,770	)	$	(38,409,865	)		38,531		$	620,565			(276	)	$	(65,637	)

34

Notes to Financial Statements (continued)

	Emerging Opportunities
	April 30, 2014						October 31, 2013
	Shares			Amount			Shares			Amount
Service Class Shares
Proceeds from sale of shares		791,598		$	38,915,742			769,762		$	35,294,189
Reinvestment of distributions		480,130			22,993,404			245,892			8,478,353
Cost of shares repurchased		(710,807	)		(34,636,010	)		(608,491	)		(25,727,865	)
Net increase		560,921		$	27,273,136			407,163		$	18,044,677
Institutional Class Shares
Proceeds from sale of shares		53,239		$	2,624,993			171,893		$	8,092,144
Reinvestment of distributions		107,315			5,151,130			66,982			2,310,199
Cost of shares repurchased		(184,553	)		(9,414,459	)		(176,822	)		(7,678,876	)
Net increase (decrease)		(23,999	)	$	(1,638,336	)		62,053		$	2,723,467

At April 30, 2014, certain unaffiliated shareholders of record, specifically omnibus accounts, individually or collectively held greater than 10% of the net assets of the Funds as follows: Small Cap - two collectively own 50%; All Cap Growth - one owns 13%; Emerging Opportunities - two collectively own 47%; Real Estate Securities - three collectively own 60%. Transactions by these shareholders may have a material impact on their respective Funds.

h. REPURCHASE AGREEMENTS

The Funds may enter into repurchase agreements provided that the value of the underlying collateral, including accrued interest, will equal or exceed the value of the repurchase agreement during the term of the agreement. The underlying collateral for all repurchase agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. At April 30, 2014, the market value of repurchase agreements outstanding for Small Cap and Emerging Opportunities was $943,701 and $8,944,385, respectively.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects subadvisors for the Funds (subject to Board approval) and monitors each subadvisor’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. Small Cap is managed by Frontier Capital Management Co., LLC (“Frontier”). All Cap Growth is managed by TimesSquare Capital Management, LLC (“TimesSquare”). AMG indirectly owns a majority interest in Frontier and TimesSquare.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the six months ended April 30, 2014, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

Small Cap	1.00	%
All Cap Growth	0.75	%
Emerging Opportunities	1.00	%
Real Estate Securities	0.60	%

The Investment Manager has contractually agreed, through March 1, 2015, to waive management fees (but not below zero) 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 Small Cap, All Cap Growth, and Emerging Opportunities to 1.05%, 0.79%, and 1.18%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances.

Effective July 1, 2012, the Investment Manager has contractually agreed through March 1, 2015 to waive management fees and/or reimburse Fund expenses in order to limit the Real Estate Securities Fund’s 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), brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) to 1.24% of the Fund’s average daily net assets. Immediately prior to July 1, 2012, the Fund had a contractual expense limitation of 1.29%.

35

Notes to Financial Statements (continued)

Each Fund is obligated to repay the Investment Manager such amounts waived, paid or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Fund’s total annual operating expenses expenses after fee waiver and expense reimbursements in any such future year to exceed that Fund’s contractual expense limitation amount. For the six months ended April 30, 2014, each Fund’s components of reimbursement available are detailed in the following chart:

	Small Cap			All Cap Growth			Emerging Opportunities
Reimbursement Available - 10/31/13	$	268,302		$	465,355		$	1,003,559
Additional Reimbursements		34,575			84,477			172,530
Repayments		—			—			—
Expired Reimbursements		(57,633	)		(57,610	)		(164,188	)
Reimbursement Available - 04/30/14	$	245,244		$	492,222		$	1,011,901

	Real Estate Securities
Reimbursement Available - 10/31/13	$	26,047
Additional Reimbursements		—
Repayments		(26,047	)
Expired Reimbursements		—
Reimbursement Available - 04/30/14	$	—

Small Cap is obligated by its investment management contract to pay an annual management fee to the Investment Manager. The Investment Manager, in turn, pays all or a portion of this fee to Frontier. Under its Investment Manager Agreement with the Fund, the Investment Manager provides a variety of administrative services to the Fund. The Investment Manager receives compensation from Frontier for its administrative services to the Fund pursuant to a separate agreement between the Investment Manager and Frontier. For each of the Funds other than Small Cap, the Trust has entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all aspects of managing the Funds’ operations, including administration and shareholder services to each Fund, its shareholders, and certain institutions, such as bank trust departments, broker-dealers and registered investment advisers, that advise or act as an intermediary with the Funds’ shareholders. The Funds pays a fee to the Administrator at the rate of 0.25% per annum of each Fund’s average daily net assets for this service.

The aggregate annual retainer paid to each Independent Trustee of the Board is $130,000, plus $7,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts receives an additional payment of $35,000 per year. The Chairman of the Audit Committee receives an additional payment of $15,000 per year. The Trustees’ fees and expenses are allocated among all of the Funds in the Trusts for which the Investment Manager serves as the advisor based on the relative net assets of such Funds. The “Trustees fees and expenses” shown in the financial

statements represents each Fund’s allocated portion of the total fees and expenses paid by the AMG Funds family of mutual funds (“AMG Funds family”).

Prior to January 1, 2014, the aggregate annual retainer paid to each Independent Trustee of the Board was $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts formerly received an additional payment of $25,000 per year. The Chairman of the Audit Committee formerly received an additional payment of $10,000 per year.

Prior to January 1, 2013, the aggregate annual retainer paid to each Independent Trustee of the Board was $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts formerly received an additional payment of $20,000 per year. The Chairman of the Audit Committee formerly received an additional payment of $8,000 per year.

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

Small Cap and All Cap Growth have adopted a distribution and service plan (the “Plan”) with respect to the Investor Class shares in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset based sales charges. Pursuant to the Plan, each Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each 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 up to 0.25% annually of each Fund’s average daily net assets attributable to the Investor Class shares.

For each of the Investor and Service Classes, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses incurred (“shareholder servicing fees”). Shareholder servicing fees include payments to third parties such as a bank, broker-dealer, trust company or other financial intermediaries who provide shareholder recordkeeping, account servicing and other services. The Investor and Service Class 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.

36

Notes to Financial Statements (continued)

The impact on the annualized expense ratios for the six months ended April 30, 2014 were as follows:

Fund	Maximum Amount Allowed			Actual Amount Incurred
Small Cap
Investor Class		0.25	%		0.25	%
Service Class		0.25	%		0.25	%
All Cap Growth
Investor Class		0.25	%		0.15	%
Service Class		0.25	%		0.10	%
Emerging Opportunities
Service Class		0.25	%		0.25	%

The Securities and Exchange Commission 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 borrowing and lending Funds, and an interfund loan is only made if it benefits each participating Fund. The Investment Manager administers the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating Funds. For the six months ended April 30, 2014, the following Funds either borrowed from or lent to other AMG Funds family: Emerging Opportunities lent $1,937,398, for four days earning interest of $118. The interest amount is included in the Statement of Operations as interest income. At April 30, 2014, the Funds had no loans outstanding.

For the six months ended April 30, 2014, Emerging Opportunities executed the following transactions at the closing price of the security and with no commissions under Rule 17a-7 procedures approved by the Board:

November 1, 2013 - bought 900 shares of Faro Technologies, Inc. at $50.14 from Lord Abbett Research Fund - Small-Cap Value Series

November 1, 2013 - sold 3,379 shares of Fluidigm Corp. at $31.38 to Lord Abbett Developing Growth Fund

November 1, 2013 - sold 4,732 shares of Flotek Industries, Inc. at $20.97 to Lord Abbett Developing Growth Fund

November 1, 2013 - sold 4,784 shares of RigNet, Inc. at $36.94 to Lord Abbett Developing Growth Fund

November 5, 2013 - bought 1,012 shares of Faro Technologies, Inc. at $51.00 from Lord Abbett Research Fund - Small-Cap Value Series

November 15, 2013 - bought 2,400 shares of Virtusa Corp. at $35.24 from Lord Abbett Micro Cap Value Fund

January 29, 2014 - sold 4,297 shares of Rentrack Corp. at $53.32 to Lord Abbett Developing Growth Fund

February 4, 2014 - sold 4,685 shares of Rentrack Corp. at $56.50 to Lord Abbett Developing Growth Fund

February 19, 2014 - sold 2,288 shares of Rentrack Corp. at $64.21 to Lord Abbett Developing Growth Fund

February 20, 2014 - sold 5,187 shares of Boulder Brands, Inc. at $14.02 to Lord Abbett Bond Debenture Fund

March 6, 2014 - bought 2,073 shares of Gentherm, Inc. at $31.90 from Lord Abbett Research Fund - Small-Cap Value Series

March 6, 2014 - bought 1,200 shares of Gentherm, Inc. at $31.64 from Lord Abbett Research Fund - Small-Cap Value Series

March 6, 2014 - bought 800 shares of Pinnacle Financial Partners at $37.16 from Lord Abbett Research Fund - Small-Cap Value Series

March 6, 2014 - bought 1,200 shares of Pinnacle Financial Partners at $37.09 from Lord Abbett Research Fund - Small-Cap Value Series

March 19, 2014 - sold 3,357 shares of Receptos, Inc. at $54.35 to Lord Abbett Developing Growth Fund

March 24, 2014 - sold 4,369 shares of Rentrack Corp. at $57.45 to Lord Abbett Developing Growth Fund

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 April 30, 2014, were as follows:

	Long-Term Securities
Fund	Purchases		Sales
Small Cap	$	19,934,556	$	58,696,090
All Cap Growth		15,785,030		15,722,379
Emerging Opportunities		126,519,102		128,956,633
Real Estate Securities		85,365,126		56,971,629

The Funds had no purchases or sales of U.S. Government obligations during the six months ended April 30, 2014.

4. PORTFOLIO SECURITIES LOANED

The Funds, other than Real Estate Securities, participate in a securities lending program offered by BNYM (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’

37

Notes to Financial Statements (continued)

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 account managed by BNYM, who is authorized to exclusively enter into overnight government repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

5. COMMITMENTS AND CONTINGENCIES

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations

and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.

6. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the securities lending program and repurchase agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for 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.

The following tables are a summary of the Funds’ open securities lending and repurchase agreements that are subject to a master netting agreement as of April 30, 2014:

			Gross Amounts Offset in the Statement		Net Amounts of Assets Presented in the Statement		Gross Amount Not Offset in the
							Statement of Assets and Liabilities
	Gross Amounts of
	Recognized		of Assets and		of Assets and		Financial		Cash Collateral
Fund	Assets		Liabilities		Liabilities		Instruments		Received		Net Amount
Small Cap
Securities lending	$	924,185		—	$	924,185		—	$	924,185		—
Repurchase agreements		943,701		—		943,701	$	943,701		—		—
Total	$	1,867,886		—	$	1,867,886	$	943,701	$	924,185		—
Emerging Opportunities
Securities lending	$	8,464,503		—	$	8,464,503		—	$	8,464,503		—
Repurchase agreements		8,944,385		—		8,944,385	$	8,944,385		—		—
Total	$	17,408,888		—	$	17,408,888	$	8,944,385	$	8,464,503		—

7. SUBSEQUENT EVENTS

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

38

THIS PAGE INTENTIONALLY LEFT BLANK

THIS PAGE INTENTIONALLY LEFT BLANK

INVESTMENT MANAGER AND ADMINISTRATOR AMG Funds LLC 800 Connecticut Avenue Norwalk, CT 06854 (800) 835-3879   DISTRIBUTOR AMG Distributors, Inc. 800 Connecticut Avenue Norwalk, CT 06854 (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 William E. Chapman II Edward J. Kaier Kurt A. Keilhacker Steven J. Paggioli Richard F. Powers III Eric Rakowski Victoria L. Sassine Thomas R. Schneeweis This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA.   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 Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. A Funds’ 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        |

AFFILIATE SUBADVISED FUNDS
ALTERNATIVE FUNDS AMG FQ Global Alternatives First Quadrant, L.P. BALANCED FUNDS AMG Chicago Equity Partners Balanced Chicago Equity Partners, LLC AMG FQ Global Risk-Balanced (formerly Managers AMG FQ Global Essentials) First Quadrant, L.P. EQUITY FUNDS 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 (formerly GW&K Small Cap Equity) Gannett Welsh & Kotler, LLC	AMG Renaissance International Equity AMG Renaissance Large Cap Growth The Renaissance Group LLC AMG SouthernSun Small Cap AMG SouthernSun U.S. Equity SouthernSun Asset Management, LLC AMG Systematic Large Cap Value (formerly Systematic Value) AMG Systematic Mid Cap Value Systematic Financial Management, L.P. AMG TimesSquare All Cap Growth (formerly Managers AMG TSCM Growth Equity) 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 Global Equity AMG Trilogy International Small Cap Trilogy Global Advisors, L.P. AMG Yacktman Focused AMG Yacktman Yacktman Asset Management LP FIXED INCOME FUNDS AMG GW&K Enhanced Core Bond (formerly Managers AMG GW&K Fixed Income) AMG GW&K Municipal Bond AMG GW&K Municipal Enhanced Yield Gannett Welsh & Kotler, LLC
OPEN-ARCHITECTURE FUNDS
EQUITY FUNDS AMG Managers Brandywine Advisors Midcap Growth AMG Managers Brandywine Blue AMG Managers Brandywine Friess Associates, LLC AMG Managers Cadence Capital Appreciation AMG Managers Cadence Emerging Companies AMG Managers Cadence Mid Cap Cadence Capital Management, LLC AMG Managers Emerging Opportunities (formerly Managers Micro-Cap) 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 Real Estate Securities CenterSquare Investment Management, Inc. AMG Managers Skyline Special Equities (formerly Skyline Special Equities Portfolio) Skyline Asset Management, L.P. AMG Managers Special Equity Ranger Investment Management, L.P. Lord, Abbett & Co. LLC Smith Asset Management Group, L.P. Federated MDTA LLC	FIXED INCOME FUNDS AMG Managers Bond AMG Managers Global Income Opportunity Loomis, Sayles & Co., L.P. AMG Managers High Yield J.P. Morgan Investment Management Inc. AMG Managers Intermediate Duration Government AMG Managers Short Duration Government Amundi Smith Breeden LLC AMG Managers Total Return Bond (formerly Managers PIMCO Bond) Pacific Investment Management Co. LLC

SAR021-0414 |        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 I
By:	/s/ Jeffrey T. Cerutti
	Jeffrey T. Cerutti, President
Date:	July 8, 2014

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, President
Date:	July 8, 2014
By:	/s/ Donald S. Rumery
	Donald S. Rumery, Chief Financial Officer
Date:	July 8, 2014