AMG Funds I NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06520

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

Date of reporting period: NOVEMBER 1, 2013 – OCTOBER 31, 2014

(Annual Shareholder Report)

Item 1. Reports to Shareholders


		AMG Funds		ANNUAL REPORT

AMG Funds

October 31, 2014

LOGO


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 \|		AR014-1014

AMG Funds

Annual Report—October 31, 2014


TABLE OF CONTENTS	PAGE
LETTER TO SHAREHOLDERS		2

ABOUT YOUR FUND’S EXPENSES		3

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS,
AND SCHEDULES OF PORTFOLIO INVESTMENTS

AMG FQ Tax-Managed U.S. Equity Fund		4
AMG FQ U.S. Equity Fund		10
AMG FQ Global Alternatives Fund		16
AMG FQ Global Risk-Balanced Fund		19

NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		24

FINANCIAL STATEMENTS

Statement of Assets and Liabilities		35
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts

Statement of Operations		37
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal year

Statements of Changes in Net Assets		38
Detail of changes in assets for the past two fiscal years

Financial Highlights		40
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

Notes to Financial Highlights		46

Notes to Financial Statements		47
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		58

TRUSTEES AND OFFICERS		59

ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		61

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


		AMG Funds		Letter to Shareholders

DEAR SHAREHOLDER:

The fiscal year ended October 31, 2014 was another period of strong equity returns. The S&P 500 Index, a widely followed barometer of the U.S. equity market, rose more than 17% during the past 12 months. International stocks, by comparison, had flat performance, as measured by the MSCI ACWI ex USA Index (in U.S. Dollar terms). The first quarter of 2014 marked the five-year anniversary of the equity bull market. Despite a few bouts of volatility and persistent doubts about the strength of the economic recovery since the beginning of the bull market, the S&P 500 Index has a cumulative gain of 236% (including reinvestment of dividends) since the market bottom on March 9, 2009, through October 31, 2014.

Meanwhile, the Barclays U.S. Aggregate Bond Index, a broad U.S. bond market benchmark, returned 4% for the 12 months ended October 31. Bond markets have performed strongly during this period, to the surprise of many, despite the unwinding of the U.S. Federal Reserve’s bond-buying program known as QE3.

Earlier this year, Managers Investment Group rebranded as AMG Funds. Our new name helps align our fund family more closely with our parent company, Affiliated Managers Group (“AMG”). While the names of funds branded under AMG changed slightly, the ticker symbols remain the same. There was no change to the legal or ownership structure of the funds and the name change will have no impact on their management.

Our foremost goal at AMG Funds is to provide investment products and solutions that help our shareholders and clients successfully reach their long-term investment goals. We do this by partnering with many of AMG’s Affiliate investment boutiques to offer a distinctive array of actively managed, return-oriented funds. In addition, we oversee and distribute a number of complementary mutual funds sub-advised by unaffiliated investment managers. We thank you for your continued confidence and investment in AMG Funds. You can rest assured that, under all market conditions, our team is focused on delivering excellent investment management services for your benefit.

Respectfully,

LOGO

Jeffery Cerutti

President

AMG Funds


Average Annual Total Returns		Periods ended October 31, 2014
Stocks:		1 Year			3 Years			5 Years
Large Caps	(S&P 500 Index)		17.27	%		19.77	%		16.69	%
Small Caps	(Russell 2000^® Index)		8.06	%		18.18	%		17.39	%
International	(MSCI All Country World Index ex USA Index)		0.06	%		7.76	%		6.09	%
Bonds:
Investment Grade	(Barclays U.S. Aggregate Bond Index)		4.14	%		2.73	%		4.22	%
High Yield	(Barclays U.S. High Yield Bond Index)		5.82	%		9.39	%		10.44	%
Tax-exempt	(Barclays Municipal Bond Index)		7.82	%		4.93	%		5.26	%
Treasury Bills	(BofAML U.S. Treasury Bill 6 Month Index)		0.14	%		0.16	%		0.23	%

About Your Fund’s Expenses

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

ACTUAL EXPENSES

The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During 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 October 31, 2014	Expense Ratio for the Period			Beginning Account Value 5/01/14		Ending Account Value 10/31/14		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	$	1,069	$	6.47
Hypothetical (5% return before expenses)		1.24	%	$	1,000	$	1,019	$	6.31
Institutional Class Shares
Based on Actual Fund Return		0.99	%	$	1,000	$	1,070	$	5.17
Hypothetical (5% return before expenses)		0.99	%	$	1,000	$	1,020	$	5.04
AMG FQ U.S. Equity Fund
Investor Class Shares
Based on Actual Fund Return		1.04	%	$	1,000	$	1,054	$	5.38
Hypothetical (5% return before expenses)		1.04	%	$	1,000	$	1,020	$	5.30
Institutional Class Shares
Based on Actual Fund Return		0.79	%	$	1,000	$	1,056	$	4.09
Hypothetical (5% return before expenses)		0.79	%	$	1,000	$	1,021	$	4.02
AMG FQ Global Alternatives Fund
Investor Class Shares
Based on Actual Fund Return		1.89	%	$	1,000	$	1,000	$	9.53
Hypothetical (5% return before expenses)		1.89	%	$	1,000	$	1,016	$	9.60
Service Class Shares
Based on Actual Fund Return		1.58	%	$	1,000	$	1,001	$	7.97
Hypothetical (5% return before expenses)		1.58	%	$	1,000	$	1,017	$	8.03
Institutional Class Shares
Based on Actual Fund Return		1.44	%	$	1,000	$	1,002	$	7.27
Hypothetical (5% return before expenses)		1.44	%	$	1,000	$	1,017	$	7.32
AMG FQ Global Risk-Balanced Fund
Investor Class Shares
Based on Actual Fund Return		1.39	%	$	1,000	$	1,012	$	7.05
Hypothetical (5% return before expenses)		1.39	%	$	1,000	$	1,018	$	7.07
Service Class Shares
Based on Actual Fund Return		1.02	%	$	1,000	$	1,015	$	5.18
Hypothetical (5% return before expenses)		1.02	%	$	1,000	$	1,020	$	5.19
Institutional Class Shares
Based on Actual Fund Return		0.89	%	$	1,000	$	1,015	$	4.52
Hypothetical (5% return before expenses)		0.89	%	$	1,000	$	1,021	$	4.53

*	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 (184), then divided by 365.

AMG FQ Tax-Managed U.S. Equity Fund

Portfolio Manager’s Comments

For the fiscal year ended October 31, 2014, the AMG FQ Tax-Managed U.S. Equity Fund (Institutional Class) returned 18.16%, compared to 16.07% for its benchmark, the Russell 3000^®Index. Please refer to the table on page 5 or returns for various classes of shares.

U.S. equities continued their multi-year rally over the prior fiscal year as the equity bull market hit its fifth birthday with new market highs hit seemingly on a daily basis. Even periods of fear and pessimism, as experienced during late September and early October, were quickly erased with equities retracing losses. The impact of low short-and long-term interest rates continued to have their desired impact on risk-based assets, such as U.S. equities, although the U.S. Federal Reserve did end their explicit efforts to hold down long-term rates by winding down their quantitative easing program in October. For the entire one-year period ended October 31, 2014, larger-cap equities generally outperformed their smaller-cap brethren, with the Russell 1000^® (large cap), Russell 2000^® (small cap), Russell 3000^® (all cap) and the Russell Microcap^® indices returning 16.8%, 8.1%, 16.1%, and 7.3%, respectively.

The Fund delivered positive absolute returns for the prior fiscal year while outperforming the

benchmark Russell 3000^® Index. Stock selection added value during the year, with gains primarily concentrated in the consumer discretionary, consumer staples and industrials sectors. Meanwhile, sector positioning relative to the benchmark was close to neutral throughout the year, consistent with the Fund’s investment process and, therefore, failed to add or detract significant value. Exposure to top-down factors offered mixed results relative to the benchmark throughout the year as well.

The Fund’s subadvisor, First Quadrant, L.P. (“First Quadrant”) maintains neutral positioning on both market capitalization and valuation entering the new fiscal year. The outlook for price momentum is more favorable than usual, however, and the Fund has an above average exposure. At the sector level, the Fund maintains modest overweights to the industrials and information technology sectors relative to the benchmark Russell 3000^® Index but enters the new fiscal year with sector weightings broadly in-line with the benchmark. As a tax advantaged fund, the portfolio is managed to seek positive pre-tax and after-tax alpha. For this reason, First Quadrant employs tax-aware optimization which uses losses to offset gains as the portfolio is repositioned. Currently, most of the portfolio is locked up in gains; however, the Fund

continues to maintain a tax loss carry-forward, all of which is currently scheduled to expire in 2017.

This commentary reflects the viewpoints of the portfolio manager, First Quadrant, L.P., as of October 31, 2014 and is not intended as a forecast or guarantee of future results, and is subject to change without notice.

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG FQ Tax-Managed U.S. Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the Institutional Class Shares of the Fund on October 31, 2004 with a $10,000 investment made in the Russell 3000^® Index for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

AMG FQ Tax-Managed U.S. Equity Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the AMG FQ Tax-Managed U.S. Equity Fund and the Russell 3000^® Index for the same time periods ended October 31, 2014.


Average Annual Total Returns¹	One Year			Five Years			Ten Years			Since Inception			Inception Date
AMG FQ Tax-Managed U.S. Equity Fund^2,3
Investor Class		17.91	%		18.93	%		—			7.42	%		03/01/06
Institutional Class		18.16	%		19.24	%		9.61	%		6.89	%		12/18/00
Russell 3000^® Index⁴		16.07	%		17.01	%		8.55	%		5.63	%		12/18/00	^†
Return After Taxes on Distributions:⁵
Investor Class		17.88	%		18.89	%		—			7.37	%		03/01/06
Institutional Class		18.07	%		19.15	%		9.51	%		6.80	%		12/18/00
Return After Taxes on Distributions & Sale of Fund Shares:⁵
Investor Class		10.16	%		15.46	%		—			5.98	%		03/01/06
Institutional Class		10.34	%		15.71	%		7.92	%		5.67	%		12/18/00

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 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.

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 the average annual returns. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 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.

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.

The Russell 3000^® Index is a trademark of Russell Investments. Russell is a trademark of Russell Investments.

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

AMG FQ Tax-Managed U.S. Equity Fund

Fund Snapshots (unaudited)

October 31, 2014

PORTFOLIO BREAKDOWN


Sector	AMG FQ Tax-Managed U.S. Equity Fund**			Russell 3000^® Index
Information Technology		21.2	%		18.8	%
Financials		14.4	%		17.7	%
Health Care		14.1	%		14.0	%
Industrials		12.2	%		11.3	%
Consumer Discretionary		11.7	%		12.3	%
Energy		8.8	%		8.4	%
Consumer Staples		7.5	%		8.4	%
Materials		3.5	%		3.7	%
Telecommunication Services		2.7	%		2.2	%
Utilities		1.8	%		3.2	%
Other Assets and Liabilities		2.1	%		0.0	%

**	As a percentage of net assets.

TOP TEN HOLDINGS


Security Name	% of Net Assets
Apple, Inc.^*		3.7	%
Exxon Mobil Corp.^*		2.3
Berkshire Hathaway, Inc., Class B^*		2.3
Visa, Inc., Class A^*		2.1
MasterCard, Inc., Class A^*		2.1
DIRECTV^*		2.0
Alaska Air Group, Inc.^*		1.9
Chevron Corp.^*		1.8
International Business Machines Corp.^*		1.8
Pfizer, Inc.		1.7

Top Ten as a Group		21.7	%

*	Top Ten Holding at April 30, 2014.

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

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

AMG FQ Tax-Managed U.S. Equity Fund

Schedule of Portfolio Investments

October 31, 2014


	Shares		Value
Common Stocks - 97.9%
Consumer Discretionary - 11.7%
1-800-Flowers.com, Inc., Class A^*		9,500	$	76,285
Bed Bath & Beyond, Inc.^*		3,400		228,956
Cablevision Systems Corp., Class A¹		2,200		40,964
Dillard’s, Inc., Class A		8,900		941,264
DIRECTV^*		14,800		1,284,492
Discovery Communications, Inc., Class A^*		1,400		49,490
Discovery Communications, Inc., Class C^*		1,400		48,986
The Gap, Inc.		14,000		530,460
Jack in the Box, Inc.		12,200		866,688
Lowe’s Cos., Inc.		7,000		400,400
Macy’s, Inc.		11,300		653,366
Marriott Vacations Worldwide Corp.		9,100		631,904
Thor Industries, Inc.		5,900		312,051
The TJX Cos., Inc.		11,600		734,512
Twenty-First Century Fox, Inc., Class A		1,000		34,480
Visteon Corp.^*		900		84,510
Wyndham Worldwide Corp.		6,100		473,787
Total Consumer Discretionary				7,392,595
Consumer Staples - 7.5%
Archer-Daniels-Midland Co.		6,300		296,100
Cal-Maine Foods, Inc.		2,900		254,591
Central Garden and Pet Co., Class A^*		17,000		146,030
CVS Health Corp.		9,200		789,452
Dr Pepper Snapple Group, Inc.		600		41,550
PepsiCo, Inc.		2,300		221,191
Pilgrim’s Pride Corp.^*,1		35,800		1,017,078
The Procter & Gamble Co.		3,100		270,537
Sanderson Farms, Inc.¹		6,400		537,472
Tyson Foods, Inc., Class A		16,200		653,670
Wal-Mart Stores, Inc.		6,500		495,755
Total Consumer Staples				4,723,426
Energy - 8.8%
Adams Resources & Energy, Inc.		1,000		42,050
Chevron Corp.		9,400		1,127,530
ConocoPhillips		10,800		779,220
Exxon Mobil Corp.		15,200		1,469,992
Kosmos Energy, Ltd.^*		3,500		32,655
Marathon Petroleum Corp.		6,200		563,580
Occidental Petroleum Corp.		3,500		311,255


	Shares		Value
Phillips 66		4,600	$	361,100
REX American Resources Corp.^*		5,700		414,732
Schlumberger, Ltd.		2,900		286,114
VAALCO Energy, Inc.^*		24,400		181,048
Total Energy				5,569,276
Financials - 14.4%
American Financial Group, Inc.		1,800		107,694
American International Group, Inc.		4,900		262,493
American Tower Corp.		800		78,000
Arch Capital Group, Ltd.^*		11,700		658,944
Aspen Insurance Holdings, Ltd.		1,200		52,356
Bank of America Corp.		22,500		386,100
Berkshire Hathaway, Inc., Class A^*		1		210,000
Berkshire Hathaway, Inc., Class B^*		10,287		1,441,826
BOK Financial Corp.		2,400		164,544
The Chubb Corp.		2,200		218,592
Citigroup, Inc.		3,600		192,708
Crawford & Co., Class B		6,000		61,080
Discover Financial Services		10,500		669,690
Everest Re Group, Ltd.		3,300		563,145
FelCor Lodging Trust, Inc.		7,300		78,329
First Bancorp		1,900		34,428
First Interstate BancSystem, Inc., Class A		6,700		196,578
Franklin Resources, Inc.		1,800		100,098
GAMCO Investors, Inc., Class A		7,000		578,340
JPMorgan Chase & Co.		4,600		278,208
KeyCorp		25,800		340,560
MidSouth Bancorp, Inc.		1,800		34,092
Montpelier Re Holdings, Ltd.		4,400		145,816
Morgan Stanley		18,900		660,555
OFG Bancorp		4,100		63,837
The PNC Financial Services Group, Inc.		800		69,112
PrivateBancorp, Inc.		15,300		494,496
Pzena Investment Management, Inc., Class A		7,300		73,365
SunTrust Banks, Inc.		15,800		618,412
The Travelers Cos., Inc.		1,000		100,800
Wells Fargo & Co.		3,400		180,506
Total Financials				9,114,704
Health Care - 14.1%
Alliance HealthCare Services, Inc.^*		3,500		84,455

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

AMG FQ Tax-Managed U.S. Equity Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Health Care - 14.1% (continued)
Amgen, Inc.		6,300	$	1,021,734
Anika Therapeutics, Inc.^*		9,800		393,372
Atrion Corp.		251		82,833
Becton, Dickinson and Co.		1,800		231,660
Biogen Idec, Inc.^*		2,430		780,224
CareFusion Corp.^*		13,900		797,443
Depomed, Inc.^*		3,400		52,360
Edwards Lifesciences Corp.^*		2,500		302,300
Exactech, Inc.^*		4,000		85,200
Gilead Sciences, Inc.^*		1,800		201,600
HealthSouth Corp.		900		36,297
Humana, Inc.		1,800		249,930
Johnson & Johnson		4,600		495,788
Lannett Co., Inc.^*		8,900		504,808
McKesson Corp.		1,600		325,456
Medtronic, Inc.		1,500		102,240
Merck & Co., Inc.		700		40,558
PAREXEL International Corp.^*		2,500		135,775
Pfizer, Inc.		36,700		1,099,165
SurModics, Inc.^*		13,600		294,440
UnitedHealth Group, Inc.		10,100		959,601
Universal Health Services, Inc., Class B		5,800		601,518
WellPoint, Inc.		300		38,007
Total Health Care				8,916,764
Industrials - 12.2%
Alaska Air Group, Inc.		22,400		1,192,352
AMERCO		1,400		379,568
Argan, Inc.		1,800		62,658
Delta Air Lines, Inc.		20,650		830,749
Deluxe Corp.		10,300		626,240
FedEx Corp.		700		117,180
General Dynamics Corp.		5,900		824,584
General Electric Co.		16,800		433,608
Huntington Ingalls Industries, Inc.		5,900		624,338
Kimball International, Inc., Class B		4,300		77,314
Multi-Color Corp.		900		44,370
Oshkosh Corp.		1,700		76,092
Southwest Airlines Co.		4,500		155,160
Teledyne Technologies, Inc.^*		4,700		487,061
UniFirst Corp.		5,000		557,800


	Shares		Value
Union Pacific Corp.		7,600	$	885,020
United Technologies Corp.		1,400		149,800
VSE Corp.		3,100		186,868
Total Industrials				7,710,762
Information Technology - 21.2%
Advanced Energy Industries, Inc.^*		2,700		53,406
Apple, Inc.		21,641		2,337,228
Aspen Technology, Inc.^*		13,200		487,476
Benchmark Electronics, Inc.^*		17,000		403,240
Brocade Communications Systems, Inc.		26,600		285,418
Cisco Systems, Inc.		6,300		154,161
EMC Corp.		2,800		80,444
Google, Inc., Class A^*		301		170,929
Google, Inc., Class C^*		301		168,283
Harris Corp.		600		41,760
Hewlett-Packard Co.		22,500		807,300
Insight Enterprises, Inc.^*		8,400		191,100
International Business Machines Corp.		6,800		1,117,920
Lattice Semiconductor Corp.^*		14,600		97,966
MasterCard, Inc., Class A		15,580		1,304,825
Microsoft Corp.		22,700		1,065,765
NetScout Systems, Inc.^*		4,400		162,184
Oracle Corp.		24,900		972,345
PC Connection, Inc.		6,900		164,565
Progress Software Corp.^*		2,200		56,980
QUALCOMM, Inc.		7,300		573,123
Sanmina Corp.^*		2,200		55,154
Skyworks Solutions, Inc.		10,400		605,696
VASCO Data Security International, Inc.^*		17,600		445,632
Visa, Inc., Class A		5,600		1,352,008
Xerox Corp.		20,900		277,552
Total Information Technology				13,432,460
Materials - 3.5%
CF Industries Holdings, Inc.		2,005		521,300
Graphic Packaging Holding Co.^*		25,300		306,889
KapStone Paper and Packaging Corp.^*		2,100		64,596
LyondellBasell Industries N.V., Class A		8,100		742,203
United States Steel Corp.¹		3,600		144,144
Westlake Chemical Corp.		6,200		437,410
Total Materials				2,216,542

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

AMG FQ Tax-Managed U.S. Equity Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Telecommunication Services - 2.7%
AT&T, Inc.		17,600	$	613,184
Cincinnati Bell, Inc.^*		121,000		444,070
Spok Holdings, Inc.		4,000		64,960
T-Mobile US, Inc.^*		1,850		54,001
Verizon Communications, Inc.		9,400		472,350
Windstream Holdings, Inc.		5,700		59,736
Total Telecommunication Services				1,708,301
Utilities - 1.8%
AES Corp.		27,000		379,890
American Electric Power Co., Inc.		4,400		256,696
Ormat Technologies, Inc.		1,100		31,845
The Southern Co.		9,100		421,876
UGI Corp.		900		33,921
Total Utilities				1,124,228
Total Common Stocks (cost $41,238,953)				61,909,058


	Principal Amount		Value
Short-Term Investments - 4.0%
Repurchase Agreements - 2.1%²
Cantor Fitzgerald Securities, Inc., dated 10/31/14, due 11/03/14, 0.130%, total to be received $1,000,011 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 01/01/15 - 09/20/64, totaling $1,020,000)	$	1,000,000	$	1,000,000
Nomura Securities International, Inc., dated 10/31/14, due 11/03/14, 0.110%, total to be received $285,540 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 11/03/14 -11/01/44 totaling $291,248)		285,537		285,537
Total Repurchase Agreements				1,285,537

	Shares
Other Investment Companies - 1.9%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		1,204,064		1,204,064
Total Short-Term Investments (cost $2,489,601)				2,489,601
Total Investments - 101.9% (cost $43,728,554)				64,398,659
Other Assets, less Liabilities - (1.9)%				(1,172,170	)
Net Assets - 100.0%			$	63,226,489

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

AMG FQ U.S. Equity Fund

Portfolio Manager’s Comments

For the fiscal year ended October 31, 2014, the AMG FQ U.S. Equity Fund (Institutional Class) returned 14.05%, compared to 16.07% for its benchmark, the Russell 3000^® Index. Please refer to the table on page 11 for returns for various classes of shares.

U.S. equities continued their multi-year rally over the prior fiscal year as the equity bull market hit its fifth birthday with new market highs hit seemingly on a daily basis. Even periods of fear and pessimism, as experienced during late September and early October, were quickly erased with equities retracing losses. The impact of low short-and long-term interest rates continued to have their desired impact on risk-based assets, such as U.S. equities, although the U.S. Federal Reserve did end their explicit efforts to hold down long-term rates by winding down their quantitative easing program in October. For the entire one-year period ended October 31, 2014, larger-cap equities generally outperformed their smaller-cap brethren with the Russell 1000^® (large cap), Russell 2000^® (small cap), Russell 3000^® (all cap), and the Russell Microcap^® indices returning 16.8%, 8.1%, 16.1%, and 7.3%, respectively.

The Fund delivered strong positive absolute returns for the prior fiscal year but trailed the

benchmark during this time. The Fund detracted value from both the equity-only portion of its portfolio as well as from its put-spread collar options (protection strategy) positions. Stock selection weakness within the health care and information technology sectors detracted from performance throughout the year, although the Fund did benefit from strong selection within the industrials sector. Meanwhile, sector positioning relative to the benchmark was close to neutral throughout the year, consistent with the Fund’s investment process and, therefore, failed to add or detract significant value. Exposure to top-down factors offered mixed results relative to the benchmark throughout the year. The Fund’s protection strategy, as expected, detracted from performance, as equity markets generally moved upward during this period.

new fiscal year with sector weightings broadly in-line with the benchmark.

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG FQ U.S. Equity Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the Institutional Class Shares of the Fund on October 31, 2004 with a $10,000 investment made in the Russell 3000^® Index for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

AMG FQ U.S. Equity Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the AMG FQ U.S. Equity Fund and the Russell 3000^® Index for the same time periods ended October 31, 2014.


Average Annual Total Returns¹	One Year			Five Years			Ten Years			Since Inception			Inception Date
AMG FQ U.S. Equity Fund^2,3
Investor Class		13.76	%		15.52	%		—			6.69	%		03/01/06
Institutional Class		14.05	%		15.82	%		8.35	%		8.46	%		08/14/92
Russell 3000^® Index^4,5		16.07	%		17.01	%		8.55	%		9.65	%		08/14/92

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.

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

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.

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	The date reflects the inception date of the Fund, not the index.

The Russell 3000^® Index is a trademark of Russell Investments. Russell is a trademark of Russell Investments.

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

AMG FQ U.S. Equity Fund

Fund Snapshots (unaudited)

October 31, 2014

PORTFOLIO BREAKDOWN


Sector	AMG FQ U.S. Equity Fund**			Russell 3000^® Index
Information Technology		19.0	%		18.8	%
Financials		17.8	%		17.7	%
Health Care		14.4	%		14.0	%
Consumer Discretionary		12.8	%		12.3	%
Industrials		10.6	%		11.3	%
Energy		8.9	%		8.4	%
Consumer Staples		8.3	%		8.4	%
Materials		3.8	%		3.7	%
Telecommunication Services		3.5	%		2.2	%
Utilities		1.4	%		3.2	%
Other Assets and Liabilities		(0.5	)%		0.0	%

^**	As a percentage of net assets.

TOP TEN HOLDINGS


Security Name	% of Net Assets
Exxon Mobil Corp.^*		2.7	%
Johnson & Johnson		2.5
Apple, Inc.^*		2.5
Microsoft Corp.^*		2.4
Berkshire Hathaway, Inc., Class B^*		2.3
Pfizer, Inc.^*		2.0
Bank of America Corp.^*		2.0
AT&T, Inc.^*		1.8
QUALCOMM, Inc.^*		1.8
Merck & Co., Inc.		1.7

Top Ten as a Group		21.7	%

*	Top Ten Holding at April 30, 2014.

AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments

October 31, 2014


	Shares		Value
Common Stocks - 100.5%
Consumer Discretionary - 12.8%
Comcast Corp., Class A		21,100	$	1,167,885
DIRECTV^*		5,700		494,703
Domino’s Pizza, Inc.		7,900		701,441
Expedia, Inc.		8,800		747,736
Foot Locker, Inc.		6,400		358,464
The Gap, Inc.		15,100		572,139
The Home Depot, Inc.⁴		9,100		887,432
Las Vegas Sands Corp.		9,100		566,566
Macy’s, Inc.		10,600		612,892
The McClatchy Co., Class A^*		23,400		83,304
PetMed Express, Inc.¹		2,800		36,988
Pool Corp.		1,000		59,700
Scripps Networks Interactive, Inc., Class A		2,300		177,652
Thor Industries, Inc.		5,000		264,450
TripAdvisor, Inc.^*		700		62,062
Twenty-First Century Fox, Inc., Class A		20,600		710,288
The Walt Disney Co.		4,500		411,210
Wyndham Worldwide Corp.		9,700		753,399
Total Consumer Discretionary				8,668,311
Consumer Staples - 8.3%
Archer-Daniels-Midland Co.		17,300		813,100
Brown-Forman Corp., Class B		450		41,702
Cal-Maine Foods, Inc.¹		700		61,453
Central Garden and Pet Co., Class A^*		17,000		146,030
Church & Dwight Co., Inc.		600		43,446
The Clorox Co.		500		49,750
Costco Wholesale Corp.		500		66,685
CVS Health Corp.		5,700		489,117
Dr Pepper Snapple Group, Inc.		10,100		699,425
The Kroger Co.		900		50,139
PepsiCo, Inc.		10,500		1,009,785
Pilgrim’s Pride Corp.^*,1		23,800		676,158
The Procter & Gamble Co.⁴		6,200		541,074
Sanderson Farms, Inc.¹		1,900		159,562
Tyson Foods, Inc., Class A⁴		14,800		597,180
Wal-Mart Stores, Inc.		1,100		83,897
WD-40 Co.		600		46,002
Total Consumer Staples				5,574,505


	Shares		Value
Energy - 8.9%
Chevron Corp.⁴		2,600	$	311,870
ConocoPhillips⁴		12,900		930,735
Exxon Mobil Corp.⁴		18,900		1,827,819
Helix Energy Solutions Group, Inc.^*		11,800		314,352
Marathon Petroleum Corp.		9,200		836,280
Occidental Petroleum Corp.⁴		3,000		266,790
Phillips 66		800		62,800
Schlumberger, Ltd.		11,800		1,164,188
Valero Energy Corp.		5,300		265,477
Total Energy				5,980,311
Financials - 17.8%
1st Source Corp.		4,800		150,192
Aflac, Inc.		6,200		370,326
Alexander’s, Inc.		200		88,400
The Allstate Corp.		7,900		512,315
Altisource Portfolio Solutions, S.A.^*,1		800		59,728
American Capital Agency Corp.		3,400		77,316
American Express Co.⁴		8,400		755,580
AmTrust Financial Services, Inc.		3,900		174,993
Aspen Insurance Holdings, Ltd.		16,400		715,532
AvalonBay Communities, Inc.		400		62,336
Bank of America Corp.⁴		77,800		1,335,048
Berkshire Hathaway, Inc., Class B^*,4		11,300		1,583,808
Central Pacific Financial Corp.		2,400		45,360
The Chubb Corp.		1,900		188,784
Discover Financial Services		1,300		82,914
Eagle Bancorp, Inc.^*		1,500		53,895
Everest Re Group, Ltd.		900		153,585
FelCor Lodging Trust, Inc.		6,900		74,037
Franklin Resources, Inc.		5,000		278,050
GAMCO Investors, Inc., Class A		3,800		313,956
The Geo Group, Inc.		1,400		55,916
Health Care REIT, Inc.		700		49,777
Host Hotels & Resorts, Inc.		2,900		67,599
International Bancshares Corp.		5,200		147,524
Janus Capital Group, Inc.¹		6,100		91,439
JPMorgan Chase & Co.⁴		18,200		1,100,736
Lazard, Ltd., Class A		6,300		310,023
Morgan Stanley		4,000		139,800

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

AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Financials - 17.8% (continued)
PartnerRe, Ltd.		900	$	104,121
Potlatch Corp.		12,300		541,077
PrivateBancorp, Inc.		8,800		284,416
SunTrust Banks, Inc.		8,300		324,862
The Travelers Cos., Inc.		2,900		292,320
Universal Insurance Holdings, Inc.		5,400		94,500
Waddell & Reed Financial, Inc., Class A		3,300		157,542
Washington Federal, Inc.		1,900		41,477
Wells Fargo & Co.⁴		20,900		1,109,581
Total Financials				11,988,865
Health Care - 14.4%
Aetna, Inc.		1,500		123,765
Alliance HealthCare Services, Inc.^*		4,700		113,411
Amsurg Corp.^*		2,200		118,822
Biogen Idec, Inc.^*		2,100		674,268
CR Bard, Inc.		4,700		770,659
Edwards Lifesciences Corp.^*		7,900		955,268
The Ensign Group, Inc.		1,500		58,080
Express Scripts Holding Co.^*		900		69,138
Gilead Sciences, Inc.^*		7,900		884,800
Greatbatch, Inc.^*		1,400		70,266
Johnson & Johnson⁴		15,700		1,692,146
Ligand Pharmaceuticals, Inc.^*		5,400		298,458
Merck & Co., Inc.		20,300		1,176,182
Natus Medical, Inc.^*		2,300		78,200
PAREXEL International Corp.^*		1,900		103,189
Pfizer, Inc.⁴		45,300		1,356,735
St Jude Medical, Inc.		600		38,502
Thoratec Corp.^*		2,300		62,514
UnitedHealth Group, Inc.⁴		4,500		427,545
Universal Health Services, Inc., Class B		1,100		114,081
WellPoint, Inc.		3,600		456,084
Zimmer Holdings, Inc.		600		66,744
Total Health Care				9,708,857
Industrials - 10.6%
Delta Air Lines, Inc.		19,400		780,462
Deluxe Corp.		12,700		772,160
Emerson Electric Co.		600		38,436
FedEx Corp.		300		50,220
Fluor Corp.		1,200		79,608


	Shares		Value
General Dynamics Corp.		6,400	$	894,464
General Electric Co.		2,500		64,525
Huntington Ingalls Industries, Inc.		5,400		571,428
Hyster-Yale Materials Handling, Inc.		600		47,094
Lockheed Martin Corp.⁴		5,600		1,067,192
Northrop Grumman Corp.⁴		4,700		648,412
Parker Hannifin Corp.		300		38,109
RR Donnelley & Sons Co.		2,972		51,858
Southwest Airlines Co.		27,800		958,544
UniFirst Corp.		800		89,248
Union Pacific Corp.⁴		7,800		908,310
United Parcel Service, Inc., Class B		700		73,437
WABCO Holdings, Inc.^*		500		48,690
Total Industrials				7,182,197
Information Technology - 19.0%
Advanced Energy Industries, Inc.^*		9,400		185,932
Apple, Inc.⁴		15,407		1,663,956
Aspen Technology, Inc.^*		5,100		188,343
Benchmark Electronics, Inc.^*		23,400		555,048
Brocade Communications Systems, Inc.		26,500		284,345
Cisco Systems, Inc.⁴		9,200		225,124
eBay, Inc.^*		4,400		231,000
Facebook, Inc., Class A^*		2,600		194,974
Fairchild Semiconductor International, Inc.^*		4,700		72,145
Google, Inc., Class A^*,4		882		500,861
Google, Inc., Class C^*,4		782		437,201
Harris Corp.		11,100		772,560
Hewlett-Packard Co.		26,800		961,584
Insight Enterprises, Inc.^*		2,800		63,700
Integrated Device Technology, Inc.^*		15,500		254,355
Intel Corp.		6,500		221,065
Marchex, Inc., Class B		14,500		55,535
Microsoft Corp.⁴		34,400		1,615,080
Oracle Corp.⁴		16,200		632,610
Progress Software Corp.^*		5,600		145,040
QUALCOMM, Inc.⁴		15,100		1,185,501
Skyworks Solutions, Inc.		13,500		786,240
Synopsys, Inc.^*		7,400		303,252
Texas Instruments, Inc.		2,700		134,082
Visa, Inc., Class A		2,700		651,861
WebMD Health Corp.^*,1		1,700		72,556

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

AMG FQ U.S. Equity Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Information Technology - 19.0% (continued)
Western Digital Corp.		3,000	$	295,110
Xerox Corp.		12,800		169,984
Total Information Technology				12,859,044
Materials - 3.8%
Avery Dennison Corp.		1,400		65,590
Celanese Corp., Series A		9,300		546,189
CF Industries Holdings, Inc.		200		52,000
Clearwater Paper Corp.^*		3,300		212,355
E.I. du Pont de Nemours & Co.		1,300		89,895
LyondellBasell Industries N.V., Class A		9,100		833,833
Monsanto Co.		500		57,520
Schweitzer-Mauduit International, Inc.		900		38,754
United States Steel Corp.¹		5,000		200,200
Worthington Industries, Inc.		12,000		463,800
Total Materials				2,560,136
Telecommunication Services - 3.5%
AT&T, Inc.⁴		35,100		1,222,884
Cincinnati Bell, Inc.^*		65,600		240,752
Frontier Communications Corp.		39,900		260,946
Inteliquent, Inc.		4,600		77,418
United States Cellular Corp.^*		1,500		54,630
Verizon Communications, Inc.		10,700		537,675
Total Telecommunication Services				2,394,305
Utilities - 1.4%
AES Corp.		5,000		70,350
AGL Resources, Inc.		1,900		102,429
American Electric Power Co., Inc.		9,100		530,894
Consolidated Edison, Inc.		3,400		215,424
Public Service Enterprise Group, Inc.		1,000		41,310
Total Utilities				960,407
Total Common Stocks (cost $56,251,440)				67,876,938


	Contracts		Value
Purchased Options - 0.2%
S&P 500 Puts, 1700 Strike Price, Expiration 01/17/15		174	$	88,740
S&P 500 Puts, 1825 Strike Price, Expiration 11/22/14		101		12,928
S&P 500 Puts, 1875 Strike Price, Expiration 12/20/14		67		67,000
Total Purchased Options (cost $699,813)				168,668

	Principal Amount
Short-Term Investments - 2.3%
Repurchase Agreements - 1.5%²
Cantor Fitzgerald Securities, Inc., dated 10/31/14, due 11/03/14, 0.130%, total to be received $1,000,011 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 01/01/15 - 09/20/64, totaling $1,020,000)	$	1,000,000		1,000,000
Nomura Securities International, Inc., dated 10/31/14, due 11/03/14, 0.110%, total to be received $33,368 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 11/03/14 -11/01/44 totaling $34,035)		33,368		33,368
Total Repurchase Agreements				1,033,368

	Shares
Other Investment Companies - 0.8%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		530,546		530,546
Total Short-Term Investments (cost $1,563,914)				1,563,914
Total Investments - 103.0% (cost $58,515,167)				69,609,520
Other Assets, less Liabilities - (3.0)%				(2,042,900	)
Net Assets - 100.0%			$	67,566,620

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

AMG FQ Global Alternatives Fund

Portfolio Manager’s Comments

The AMG FQ Global Alternatives Fund (“Global Alternatives” or the “Fund”) delivered slightly negative returns for the past fiscal year ended October 31, 2014. The Fund (Investor Class) returned (1.84)% while the benchmark, the Citigroup 1-Month Treasury Bill Index, returned 0.03% during this time. Please refer to the table on page 17 for the returns of the other share classes.

The year witnessed a gradually widening array of economic and geopolitical risk, namely sluggish global growth, the developments surrounding the Islamic State, Russia/Ukraine conflict, Scottish independence referendum, unrest in Hong Kong, and the Ebola scare. Despite those risks, volatility across asset classes remained relatively subdued for most of the year, lulled by continued accommodative monetary policies of global central banks and close-to-record-low interest rates. That changed towards the fiscal year-end when the combination of the same risk factors, coupled with the end of the Federal Reserve’s (the Fed) bond purchases and the uncertainty about the U.S. future rate increases, changed the markets’ mood from nonchalant indifference to deep concern.

Volatility came back to life in September, which saw a shifting economic landscape marked by a stronger U.S. economy and meek growth elsewhere, especially in the Euro Zone, which introduced the prospect of monetary policy divergence between the leading developed economies. October brought more volatility into the markets in the approach to the Fed announcement. The Fed’s somewhat hawkish stance, as it ended quantitative easing and gave a more upbeat assessment of the U.S. economy, led to a significant increase in the U.S. Dollar against its major counterparties. Also contributing to the U.S. Dollar rally was the weakness in the Japanese Yen, as the Bank of Japan unexpectedly increased

monetary stimulus. Most global equities posted gains for the year, but more divergence in performance across countries could be observed towards the period-end as global economies embarked on varying economic paths. Global bonds also ended up benefiting from muted inflation in the U.S., continued disinflation in the Euro Zone and increased risk aversion at the fiscal year end.

The Fund’s modest loss was primarily driven by underperformance within the bond country selection strategy. The outperformance of German Bunds over U.S. Treasuries emphasized the two regions’ divergent economic paths and caught the fair value model, driven by relative attractiveness of bond risk premiums, on the wrong side of both markets. The loss from bond country selection was offset by solid gains from the currency strategy, which delivered positive returns in both the low-and higher-volatility environments. The Fund’s asset class selection strategy maintained a modest long position throughout the year which contributed positively to performance. The stock country selection strategy, on the other hand, was slightly down. The model attempting to capture expected risk and its effect on markets was mostly unsuccessful, as equity markets continued to be influenced to a large degree by central bank actions and not necessarily by convincing economic facts on the ground.

Going forward, global economic environment remains uncertain as the vulnerabilities evident in many global economies, such as Europe and Japan, remain unresolved. The scale of those problems is currently still masked by low interest rates, suppressed volatility and the positive impact of central banks’ quantitative easing policies ex-U.S. While the ending of the U.S. quantitative easing was well telegraphed, now investors will be trying to get a sense of the timing of the Fed’s first

rate rise and the pace of monetary tightening, as they try to establish the extent of the European Central Bank’s and Bank of Japan’s monetary stimulus and, possibly, new fiscal measures. More market volatility seems a relatively likely consequence. At the same time, a continued divergence in the economic fortunes of the world’s economies should encourage investors to pay more attention to fundamentals and to adopt a more nuanced view of the world.

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG FQ Global Alternatives Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the Investor Class of the Fund on March 30, 2006 (commencement of operations), to a $10,000 investment made in the Citigroup 1-month U.S. Treasury Index for the same time period. Figures include reinvestment of capital gains and dividends. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

AMG FQ Global Alternatives Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the AMG FQ Global Alternatives Fund and the Citigroup 1-month U.S. Treasury Bill Index for the same time periods ended October 31, 2014.


Average Annual Total Returns¹	One Year			Five Years			Since Inception			Inception Date
AMG FQ Global Alternatives Fund^2,3,4,5,6
Investor Class		(1.84	)%		(2.28	)%		(0.25	)%		03/30/06
Service Class		(1.57	)%		—			(2.07	)%		01/01/10
Institutional Class		(1.39	)%		—			(1.94	)%		01/01/10
Citigroup 1-month U.S. Treasury Bill Index⁷		0.03	%		0.06	%		1.19	%		03/31/06

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 for a free prospectus. Read it carefully before investing or sending money.

Distributed by AMG Distributors, Inc., member FINRA.

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	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.

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 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.

⁵	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.

⁶	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.

⁷

Performance for the Citigroup 1-month U.S. Treasury Bill Index reflects an inception date of March 31, 2006. The Citigroup 1-month U.S. Treasury Bill Index is a market value-weighted index of public obligations of the U.S. Treasury with maturities of one month. Unlike the Fund, the Citigroup 1-month U.S. Treasury Bill Index is unmanaged, is not available for investment, and does not incur expenses.

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

AMG FQ Global Alternatives Fund

Schedule of Portfolio Investments

October 31, 2014


	Shares		Value
Exchange Traded Funds - 26.9%
SPDR S&P 500 ETF Trust (cost $10,160,765)		85,818	$	17,306,058

	Principal Amount
U.S. Government Obligations - 55.3%
U.S. Treasury Bills,
0.003%, 11/28/14 to 12/04/14^5,6	$	34,605,000		34,604,880
0.038%, 03/26/15^5,6		1,000,000		999,821
Total U.S. Government Obligations (cost $35,603,888)				35,604,701

	Shares
Other Investment Companies - 13.9%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06% (cost $8,965,849)		8,965,849		8,965,849
Total Investments - 96.1% (cost $54,730,502)				61,876,608
Other Assets, less Liabilities - 3.9%				2,513,577
Net Assets - 100.0%			$	64,390,185

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

AMG FQ Global Risk-Balanced Fund

Portfolio Manager’s Comments

The AMG FQ Global Risk-Balanced Fund (formerly Managers AMG FQ Global Essentials Fund) (“the Fund”) posted positive absolute but negative relative returns for the past fiscal year ended October 31, 2014. The Fund (Institutional Class shares) returned 5.97%, while its benchmark, which consists of 60% of the return of MSCI World (hedged) Index and 40% of the return of the Citigroup World Government Bond (hedged) Index, returned 8.19% during this time, the difference predominantly attributable to the strong U.S. Dollar. Both global stocks and bonds contributed positively to the portfolio, but commodities were down.

The year was one of conflicting developments and a gradually widening array of economic and geopolitical risks, namely the sluggish global growth, deteriorating situation in the Middle East, Russia/Ukraine conflict, Scottish independence referendum, unrest in Hong Kong and the Ebola scare. Despite those risks, volatility across asset classes remained relatively subdued for most of the year, lulled by continued accommodative monetary policies and close-to-record-low interest rates. Although the global economy grew, albeit at a subdued pace, divergence in growth between the leading economies could be observed. While the U.S. economy continued to strengthen, there were areas of weakness, such as the Euro Zone and China. The Euro Zone, especially, continued to experience more deflationary pressures as the outcome of cuts in government spending after the financial crisis to “restore confidence” backfired and led, instead, to a stagnant economy. In addition, Russian sanctions had a visible negative impact on the region’s economy. In Japan, despite the monetary largesse of the Abe government and

significant optimism that this would pull Japan out of its decades-long deflation malaise, the economy seems to be stalling again.

The environment of weak global growth and increased geopolitical risks resulted in a surprising combination of low market volatility and a flight to safe-haven assets. As a result, the U.S. Dollar strengthened significantly and a flight to sovereign bonds could be observed in the second half of the fiscal year. The greenback was further supported by the prospect of monetary policy divergence between the leading developed economies. The Federal Reserve, having ended their bond purchasing program, is expected to start raising short-term interest rates earlier-than-expected next year in sharp contrast to central bank ex-U.S. that are still pursuing aggressive quantitative easing. The flight to quality resulted in strong performance of United Kingdom’s (U.K.) sovereign bonds portfolio, at the time when most commentators were proclaiming an imminent bear market for bonds. The strong U.S. Dollar, on the other hand, had a negative effect on commodity prices, driving down precious metals as well as oil and grains, which were already pressured by oversupply. The central bank-induced low-volatility environment supported U.K.’s equity exposure, which moved up and down in a fairly narrow range, but ended strongly positive by the fiscal year-end, mostly due to a very strong performance by the U.S. and Japan, with the Euro Zone posting only modest gains. Small-caps and property stocks also posted solid gains.

The asset allocation of the Fund remained constant over the year as the Market Risk Index continued to signal that we are in a low volatility

environment where most risky assets tend to be resilient. As seen over the fiscal year, pullbacks due to the Ukrainian situation in January or market weakness in September and October were followed by strong rallies. This sort of market resilience can be expected to continue into next year.

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG FQ Global Risk-Balanced Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the Institutional Class Shares of the Fund on October 31, 2004, to a $10,000 investment made in the Hedged Index and the Unhedged Index for the same time period. Figures include reinvestment of capital gains and dividends. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

AMG FQ Global Risk-Balanced Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

LOGO

The table below shows the average annual total returns for the AMG FQ Global Risk-Balanced Fund and the AMG FQ Global Risk-Balanced Fund Composite Hedged and Unhedged Indexes for the same time periods ended October 31, 2014.


Average Annual Total Returns¹	One Year			Five Years			Ten Years			Since Inception			Inception Date
AMG FQ Global Risk-Balanced Fund^2,3,4,5,6,7
Investor Class		5.33	%		—			—			6.66	%		01/01/10
Service Class		5.83	%		—			—			7.07	%		01/01/10
Institutional Class		5.97	%		7.50	%		4.40	%		6.21	%		11/18/88
AMG FQ Global Risk-Balanced Fund Composite Hedged Index^8,9,10		8.19	%		7.73	%		5.06	%		5.87	%		11/30/88
AMG FQ Global Risk-Balanced Fund Composite Unhedged Index^8,9,10		4.72	%		7.63	%		6.08	%		6.90	%		11/30/88

Distributed by AMG Distributors, Inc., member FINRA.

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	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.

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

⁵	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.

⁶

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.

⁷

AMG FQ Global Risk-Balanced Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE (continued)

⁸	Date reflects the inception date of the Fund, not the index.

⁹

The Fund’s index is comprised of 60% MSCI World Index, 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.

¹⁰	The date reflects the closest available index date to the Fund’s inception date.

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

AMG FQ Global Risk-Balanced Fund

Schedule of Portfolio Investments

October 31, 2014


	Shares		Value
Exchange Traded Funds - 60.9%
iShares Barclays TIPS Bond Fund		92,075	$	10,411,841
iShares iBoxx $ High Yield Corporate Bond Fund¹		250,845		23,210,688
Jefferies TR/J CRB Global Commodity Equity Index Fund		36,703		1,486,472
Market Vectors Gold Miners		85,676		1,474,484
Market Vectors RVE Hard Assets Producers¹		43,130		1,561,737
Materials Select Sector SPDR Fund		33,440		1,618,496
SPDR DB International Government Inflation-Protected Bond		32,271		1,902,053
Vanguard REIT⁴		75,319		5,949,448
Total Exchange Traded Funds (cost $47,494,364)				47,615,219

	Notes
Exchange Traded Notes - 10.3%
Barclays, Inc., iPath Dow Jones-UBS Copper Subindex Total Return, 10/22/37¹		39,347		1,449,937
Barclays, Inc., iPath Dow Jones-UBS Grains Subindex Total Return, 10/22/37¹		21,768		825,007
Barclays, Inc., iPath Goldman Sachs Crude Oil Total Return Index, 08/07/36¹		35,801		708,502
Deutsche Bank AG, PowerShares DB Agriculture Double Long, 04/01/38		124,149		759,792
Deutsche Bank AG, PowerShares DB Gold Double Long, 02/15/38		60,002		1,386,646
Swedish Export Credit Corp., ELEMENTS Linked to the Rogers International Commodity Index - Total Return, 10/24/22		396,925		2,933,276
Total Exchange Traded Notes (cost $10,138,710)				8,063,160

	Number of
	Contracts
Purchased Options - 0.4%
EURO STOXX 50 Puts, 2600 Strike Price, Expiration 03/20/15		124		36,361
EURO STOXX 50 Puts, 2800 Strike Price, Expiration 12/19/14		22		4,246
EURO STOXX 50 Puts, 2825 Strike Price, Expiration 12/19/14		60		13,308
EURO STOXX 50 Puts, 2850 Strike Price, Expiration 12/19/14		60		15,263
EURO STOXX 50 Puts, 3025 Strike Price, Expiration 11/21/14		108		37,760
S&P 500 Puts, 1700 Strike Price, Expiration 01/17/15		144		73,440
S&P 500 Puts, 1780 Strike Price, Expiration 11/22/14		110		8,800
S&P 500 Puts, 1825 Strike Price, Expiration 11/22/14		15		1,920
S&P 500 Puts, 1875 Strike Price, Expiration 12/20/14		67		67,000
Total Purchased Options (cost $949,919)				258,098

	Principal Amount
U.S. Government Obligations - 11.5%
U.S. Treasury Bills, 0.003%, 11/28/14^5,6(cost $8,999,663)	$	9,000,000		9,000,000

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

AMG FQ Global Risk-Balanced Fund

Schedule of Portfolio Investments (continued)


	Principal Amount		Value
Short-Term Investments - 29.9%
Repurchase Agreements - 12.1%²
Cantor Fitzgerald Securities, Inc., dated 10/31/14, due 11/03/14, 0.130%, total to be received $2,256,876 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 01/01/15 - 09/20/64, totaling $2,301,985)	$	2,256,848	$	2,256,848
Citigroup Global Markets, Inc., dated 10/31/14, due 11/03/14, 0.010%, total to be received $475,119 (collateralized by various U.S. Government Agency Obligations, 0.000% - 8.750%, 10/31/16 - 02/15/41, totaling $484,617)		475,115		475,115
Daiwa Capital Markets America, dated 10/31/14, due 11/03/14, 0.150%, total to be received $2,256,877 (collateralized by various U.S. Government Agency Obligations, 0.000% - 8.000%, 09/24/15 - 03/01/48, totaling $2,301,986)		2,256,848		2,256,848
Nomura Securities International, Inc., dated 10/31/14, due 11/03/14, 0.110%, total to be received $2,256,869 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 11/03/14 -11/01/44 totaling $2,301,985)		2,256,848		2,256,848
State of Wisconsin Investment Board, dated 10/31/14, due 11/03/14, 0.150%, total to be received $2,256,876 (collateralized by various U.S. Government Agency Obligations, 0.125% - 2.500%, 04/15/16 - 01/15/29, totaling $2,304,955)		2,256,848		2,256,848
Total Repurchase Agreements				9,502,507

	Shares
Other Investment Companies - 17.8%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		8,748,578		8,748,578
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.07%		5,144,637		5,144,637
Total Other Investment Companies				13,893,215
Total Short-Term Investments (cost $23,395,722)				23,395,722
Total Investments - 113.0% (cost $90,978,378)				88,332,199
Other Assets, less Liabilities - (13.0)%				(10,129,681	)
Net Assets - 100.0%			$	78,202,518

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

Notes to Schedules of Portfolio Investments

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

At October 31, 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	$	43,728,782	$	21,134,434	$	(464,557	)	$	20,669,877
AMG FQ U.S. Equity Fund		58,565,827		12,742,794		(1,699,101	)		11,043,693
AMG FQ Global Alternatives Fund		54,730,502		7,146,164		(58	)		7,146,106
AMG FQ Global Risk-Balanced Fund		92,148,708		1,390,990		(5,207,499	)		(3,816,509	)

^*	Non-income producing security.

¹	Some or all of these shares were out on loan to various brokers as of October 31, 2014, amounting to:


Fund	Market Value		% of Net Assets
AMG FQ Tax-Managed U.S. Equity Fund	$	1,254,944		2.0	%
AMG FQ U.S. Equity Fund		971,701		1.4	%
AMG FQ Global Risk-Balanced Fund		9,249,886		11.8	%

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

³	Yield shown for each investment company represents the October 31, 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 October 31, 2014.

⁶	Some or all of these securities were held as collateral for futures contracts as of October 31, 2014, amounting to:


Fund	Market Value		% of Net Assets
AMG FQ Global Alternatives Fund	$	35,604,701		55.3	%
AMG FQ Global Risk-Balanced Fund		9,000,000		11.5	%

The following tables summarize the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of October 31, 2014:

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


	Quoted Prices in Active
	Markets for Identical		Significant Other		Significant Unobservable
	Investments		Observable Inputs		Inputs
	Level 1		Level 2		Level 3		Total
AMG FQ Tax-Managed U.S. Equity Fund
Investments in Securities
Common Stocks^†	$	61,909,058		—		—	$	61,909,058
Short-Term Investments
Repurchase Agreements		—	$	1,285,537		—		1,285,537
Other Investment Companies		1,204,064		—		—		1,204,064

Total Investments in Securities	$	63,113,122	$	1,285,537		—	$	64,398,659

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

Notes to Schedules of Portfolio Investments (continued)


	Quoted Prices in Active
	Markets for Identical			Significant Other			Significant Unobservable
	Investments			Observable Inputs			Inputs
	Level 1			Level 2			Level 3		Total
AMG FQ U.S. Equity Fund
Investments in Securities
Common Stocks^†	$	67,876,938			—			—	$	67,876,938
Purchased Options		168,668			—			—		168,668
Short-Term Investments
Repurchase Agreements		—		$	1,033,368			—		1,033,368
Other Investment Companies		530,546			—			—		530,546

Total Investments in Securities	$	68,576,152		$	1,033,368			—	$	69,609,520

Financial Derivative Instruments-Assets^††
Equity Contracts	$	2,414			—			—	$	2,414

Financial Derivative Instruments-Liabilities^††
Equity Contracts		(1,054,280	)		—			—		(1,054,280	)

Total Financial Derivative Instruments	$	(1,051,866	)		—			—	$	(1,051,866	)


	Quoted Prices in Active
	Markets for Identical			Significant Other			Significant Unobservable
	Investments			Observable Inputs			Inputs
	Level 1			Level 2			Level 3		Total
AMG FQ Global Alternatives Fund
Investments in Securities
Exchange Traded Funds^†††	$	17,306,058			—			—	$	17,306,058
U.S. Government Obligations^††††		—		$	35,604,701			—		35,604,701
Other Investment Companies		8,965,849			—			—		8,965,849

Total Investments in Securities	$	26,271,907		$	35,604,701			—	$	61,876,608

Financial Derivative Instruments-Assets^††
Foreign Exchange Contracts		—		$	11,024,507			—	$	11,024,507
Equity Contracts	$	531,562			—			—		531,562
Interest Rate Contracts		564,810			—			—		564,810

		1,096,372			11,024,507			—		12,120,879

Financial Derivative Instruments-Liabilities^††
Foreign Exchange Contracts		—			(10,878,436	)		—		(10,878,436	)
Equity Contracts		(882,842	)		—			—		(882,842	)
Interest Rate Contracts		(752,940	)		—			—		(752,940	)

		(1,635,782	)		(10,878,436	)		—		(12,514,218	)

Total Financial Derivative Instruments	$	(539,410	)	$	146,071			—	$	(393,339	)

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

Notes to Schedules of Portfolio Investments (continued)


	Quoted Prices in Active
	Markets for Identical			Significant Other		Significant Unobservable
	Investments			Observable Inputs		Inputs
	Level 1			Level 2		Level 3		Total
AMG FQ Global Risk-Balanced Fund
Investments in Securities
Exchange Traded Funds^†††	$	47,615,219			—		—	$	47,615,219
Exchange Traded Notes^†††		8,063,160			—		—		8,063,160
U.S. Government Obligations^††††		—		$	9,000,000		—		9,000,000
Purchased Options		258,098			—		—		258,098
Short-Term Investments
Repurchase Agreements		—			9,502,507		—		9,502,507
Other Investment Companies		13,893,215			—		—		13,893,215

Total Investments in Securities	$	69,829,692		$	18,502,507		—	$	88,332,199

Financial Derivative Instruments-Assets^††
Equity Contracts	$	580,318			—		—	$	580,318
Interest Rate Contracts		452,817			—		—		452,817

		1,033,135			—		—		1,033,135

Financial Derivative Instruments-Liabilities^††
Equity Contracts		(1,963,340	)		—		—		(1,963,340	)

Total Financial Derivative Instruments	$	(930,205	)		—		—	$	(930,205	)

†	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 October 31, 2014, the Funds had no transfers between levels from the beginning of the reporting period.

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

Notes to Schedules of Portfolio Investments (continued)

The following schedule shows the fair value of derivative instruments at October 31, 2014:

Asset Derivatives

Liability Derivatives

Derivatives not accounted

Statement of Assets and

Fund

for as hedging instruments

Liabilities Location

Fair Value

Liabilities Location

Fair Value

AMG FQ U.S. Equity Fund

Equity contracts

Options purchased²

168,668

Options written

1,054,280

Equity contracts

Receivable for variation margin^*,1

2,414

Payable for variation margin^*,1

—

Totals

171,082

1,054,280

Asset Derivatives

Liability Derivatives

Derivatives not accounted

Statement of Assets and

Fund

for as hedging instruments

Liabilities Location

Fair Value

Liabilities Location

Fair Value

AMG FQ Global Alternatives Fund

Equity contracts

Receivable for variation margin^*,1

531,562

Payable for variation margin^*,1

882,842

Interest rate contracts*

Receivable for variation margin^*,1

564,810

Payable for variation margin^*,1

752,940

Foreign exchange contracts

Unrealized appreciation of foreign currency contracts

11,024,507

Unrealized depreciation of foreign currency contracts

10,878,436

Totals

12,120,879

12,514,218

Asset Derivatives

Liability Derivatives

Derivatives not accounted

Statement of Assets and

Fund

for as hedging instruments

Liabilities Location

Fair Value

Liabilities Location

Fair Value

AMG FQ Global Risk-Balanced Fund

Equity contracts

Options purchased²

258,098

Options Written

1,091,137

Equity contracts

Receivable for variation margin^*,1

580,318

Payable for variation margin^*,1

872,203

Interest rate contracts

Receivable for variation margin^*,1

452,817

Payable for variation margin^*,1

—

Totals

1,291,233

1,963,340

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

Notes to Schedules of Portfolio Investments (continued)

For the fiscal year ended October 31, 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)
							Change in
	Derivatives not accounted	Statement of Operations	Realized			Statement of Operations	Unrealized
Fund	for as hedging instruments	Location	Gain/(Loss)			Location	Gain/(Loss)
AMG FQ U.S. Equity Fund
	Equity contracts	Net realized loss on options purchased²	$	(2,326,287	)	Net change in unrealized appreciation-(depreciation) options purchased²	$	(100,120	)
	Equity contracts	Net realized gain on options written²		1,399,955		Net change in unrealized appreciation-(depreciation) options written		(432,396	)
	Equity contracts	Net realized gain on futures contracts		33,664		Net change in unrealized appreciation-(depreciation) of futures contracts		(4,848	)

		Totals	$	(892,668	)		$	(537,364	)


		Realized Gain (Loss)				Change in Unrealized Gain (Loss)
							Change in
	Derivatives not accounted	Statement of Operations	Realized			Statement of Operations	Unrealized
Fund	for as hedging instruments	Location	Gain/(Loss)			Location	Gain/(Loss)
AMG FQ Global Alternatives Fund
	Equity contracts	Net realized loss on futures contracts	$	(4,948,840	)	Net change in unrealized appreciation-(depreciation) of futures contracts	$	688,476
	Interest rate contracts	Net realized loss on futures contracts		(4,820,070	)	Net change in unrealized appreciation-(depreciation) of futures contracts		(361,202	)
	Foreign exchange contracts	Net realized loss on foreign currency transactions		4,698,051		Net change in unrealized appreciation-(depreciation) of foreign currency translations		364,793

		Totals	$	(5,070,859	)		$	692,067


		Realized Gain (Loss)				Change in Unrealized Gain (Loss)
							Change in
	Derivatives not accounted	Statement of Operations	Realized			Statement of Operations	Unrealized
Fund	for as hedging instruments	Location	Gain/(Loss)			Location	Gain/(Loss)
AMG FQ Global Risk-Balanced Fund
	Equity contracts	Net realized loss on options purchased²	$	(2,961,803	)	Net change in unrealized appreciation-(depreciation) options purchased²	$	(133,595	)
	Equity contracts	Net realized gain on options written²		1,808,027		Net change in unrealized appreciation-(depreciation) options written		(96,422	)
	Equity contracts	Net realized gain on futures contracts		6,601,118		Net change in unrealized appreciation-(depreciation) of futures contracts		(2,868,246	)
	Interest rate contracts	Net realized gain on futures contracts		2,475,561		Net change in unrealized appreciation-(depreciation) of futures contracts		(279,649	)

		Totals	$	7,922,903			$	(3,377,912	)

*	Includes only the October 31, 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.

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) on options purchased are included in the net realized gain (loss) on investments on the Statement of Operations.

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

Notes to Schedules of Portfolio Investments (continued)

At October 31, 2014, the following Funds had open written options:

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

AMG FQ U.S. Equity Fund


					Number of				Unrealized
Description	Exercise Price		Expiration Date		Contracts		Premium		Gain/(Loss)
S&P 500 Index (Call)		2,010		01/17/15		174	$	156,339	$	(710,181	)
S&P 500 Index (Call)		2,050		11/22/14		101		78,629		7,929
S&P 500 Index (Call)		2,110		12/20/14		67		38,425		12,295
S&P 500 Index (Put)		1,625		01/17/15		174		243,339		193,314
S&P 500 Index (Put)		1,750		11/22/14		101		110,948		103,878
S&P 500 Index (Put)		1,800		12/20/14		67		66,899		33,064

						Totals	$	694,579	$	(359,701	)


AMG FQ Global Risk-Balanced Fund

					Number of				Unrealized
Description	Exercise Price		Expiration Date		Contracts		Premium		Gain/(Loss)
EURO STOXX 50 (Call)		3,275		03/20/15		124	$	38,188	$	(46,500	)
EURO STOXX 50 (Call)		3,375		12/19/14		22		3,847		2,303
EURO STOXX 50 (Call)		3,450		11/21/14		108		14,258		13,582
EURO STOXX 50 (Call)		3,450		12/19/14		60		14,812		13,008
EURO STOXX 50 (Call)		3,475		12/19/14		60		12,530		11,177
EURO STOXX 50 (Put)		2,450		03/20/15		124		62,781		41,337
EURO STOXX 50 (Put)		2,700		12/19/14		82		30,790		21,747
EURO STOXX 50 (Put)		2,750		12/19/14		60		25,768		17,046
EURO STOXX 50 (Put)		2,875		11/21/14		108		11,336		509
S&P 500 Index (Call)		2,010		01/17/15		144		132,220		(584,900	)
S&P 500 Index (Call)		2,040		11/22/14		110		102,068		(13,432	)
S&P 500 Index (Call)		2,050		11/22/14		15		11,968		1,468
S&P 500 Index (Call)		2,110		12/20/14		67		40,059		13,929
S&P 500 Index (Put)		1,625		01/17/15		144		201,296		159,896
S&P 500 Index (Put)		1,700		11/22/14		110		155,968		150,468
S&P 500 Index (Put)		1,750		11/22/14		15		15,719		14,668
S&P 500 Index (Put)		1,800		12/20/14		67		66,194		32,359

						Totals	$	939,802	$	(151,335	)

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

Notes to Schedules of Portfolio Investments (continued)

Transactions in written put and call options for the fiscal year ended October 31, 2014, were as follows:

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

AMG FQ U.S. Equity Fund


	Number of			Amount of
	Contracts			Premiums
Options outstanding at October 31, 2013		685		$	564,713
Options written		2,760			2,444,035
Options exercised/expired/closed		(2,761	)		(2,314,169	)

Options outstanding at October 31, 2014		684		$	694,579

AMG FQ Global Risk-Balanced Fund


	Number of			Amount of
	Contracts			Premiums
Options outstanding at October 31, 2013		1,162		$	777,852
Options written		5,860			3,237,469
Options exercised/expired/closed		(5,602	)		(3,075,519	)

Options outstanding at October 31, 2014		1,420		$	939,802

All futures contracts are exchange traded unless otherwise noted. At October 31, 2014, the following Funds had open futures contracts:

AMG FQ U.S. Equity Fund

Expiration

Unrealized

Type

Number of Contracts

Position

Date

gain

S&P 500 E-Mini Index

Long

12/19/14

2,414

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

Notes to Schedules of Portfolio Investments (continued)

AMG FQ Global Alternative Fund

Expiration

Unrealized

Type

Currency

Number of Contracts

Position

Date

Gain/(Loss)

Amsterdam Index

EUR

Long

11/21/14

52,778

Australia 10-Year Bond

AUD

150

Short

12/16/14

(177,815

)

Australian SPI 200 Index

AUD

Short

12/19/14

(450,710

)

CAC40 Index

EUR

Long

11/24/14

1,252

Canadian 10-Year Bond

CAD

137

Short

12/31/14

(52,315

)

DAX Index

EUR

Short

12/19/14

(48,538

)

Euro-Bund 10-Year

EUR

203

Short

12/10/14

(428,040

)

FTSE 100 Index

GBP

Long

12/22/14

92,054

FTSE/MIB Index

EUR

Short

12/19/14

(5,231

)

Hang Seng Index

HKD

Long

11/28/14

46,329

IBEX 35 Index

EUR

Long

11/21/14

27,273

Janpanese 10-Year Bond

JPY

Long

12/11/14

21,184

S&P 500 E-Mini Index

USD

164

Short

12/19/14

(378,363

)

S&P/TSX 60 Index

CAD

Long

12/19/14

151,413

TOPIX Index

JPY

Long

12/12/14

160,463

U.K. 10-Year Gilt

GBP

Short

12/31/14

(94,770

)

U.S. Treasury 10-Year Bond

USD

590

Long

12/31/14

543,626

Total

(539,410

)

AMG FQ Global Risk-Balanced Fund

Expiration

Unrealized

Type

Currency

Number of Contracts

Position

Date

Gain/(Loss)

Amsterdam Index

EUR

Long

11/21/14

127,328

Australia 10-Year Bond

AUD

Long

12/16/14

130,582

Australian SPI 200 Index

AUD

Long

12/19/14

35,969

CAC40 Index

EUR

Long

11/24/14 to
12/22/14

1,426

Canadian 10-Year Bond

CAD

Long

12/31/14

24,693

DAX Index

EUR

Long

12/19/14

(78,711

)

E-Mini MSCI Index

USD

178

Long

12/19/14

(383,951

)

Euro-Bund 30 Year

EUR

Long

12/10/14

106,287

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

Notes to Schedules of Portfolio Investments (continued)

Expiration

Unrealized

Type

Currency

Number of Contracts

Position

Date

Gain/(Loss)

FTSE 100 Index

GBP

Long

12/22/14

(123,394

)

FTSE/MIB Index

EUR

Long

12/19/14

(80,859

)

Hang Seng Index

HKD

Long

11/28/14

65,832

IBEX 35 Index

EUR

Long

11/21/14

70,275

Russell 2000 Index

USD

101

Long

12/19/14

119,012

S&P 500 E-Mini Index

USD

Long

12/19/14

51,950

S&P/TSX 60 Index

CAD

Long

12/19/14

(205,288

)

TOPIX Index

JPY

Long

12/12/14

108,526

U.K. 10-Year Gilt

GBP

Long

12/31/14

146,195

U.S. Treasury Long Bond

USD

Long

12/31/14

45,060

Total

160,932

At October 31, 2014, the following Fund had foreign currency contracts (in U.S. Dollars):

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

AMG FQ Global Alternatives Fund


									Unrealized
					Receivable				Gain/
Foreign Currency	Position	Settlement Date		Counterparty	Amount		Payable Amount		(Loss)
Australian Dollar	Long		12/17/14	GS	$	27,598,119	$	28,791,631	$	(1,193,512	)
Australian Dollar	Long		12/17/14	MS		12,080,625		12,081,892		(1,267	)
British Pound	Long		12/17/14	GS		2,906,854		2,962,845		(55,991	)
British Pound	Long		12/17/14	MS		13,675,105		14,005,441		(330,336	)
Canadian Dollar	Long		12/17/14	GS		2,319,260		2,344,777		(25,517	)
Canadian Dollar	Long		12/17/14	MS		31,824,927		32,741,152		(916,225	)
Euro	Long		12/17/14	GS		453,193		461,950		(8,757	)
Euro	Long		12/17/14	MS		2,664,449		2,695,698		(31,249	)
Japanese Yen	Long		12/17/14	GS		17,381,472		18,392,171		(1,010,699	)
Japanese Yen	Long		12/17/14	MS		20,423,001		21,845,722		(1,422,721	)
New Zealand Dollar	Long		12/17/14	GS		3,472,573		3,477,783		(5,210	)
New Zealand Dollar	Long		12/17/14	MS		48,214,924		50,945,266		(2,730,342	)
Norwegian Krone	Long		12/17/14	GS		11,035,927		11,604,539		(568,612	)
Norwegian Krone	Long		12/17/14	MS		26,406,109		28,246,375		(1,840,266	)
Singapore Dollar	Long		12/17/14	GS		2,168,560		2,188,867		(20,307	)

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

Notes to Schedules of Portfolio Investments (continued)


										Unrealized
						Receivable				Gain/
Foreign Currency	Position	Settlement Date		Counterparty		Amount		Payable Amount		(Loss)
Singapore Dollar	Long		12/17/14		MS	$	9,995,988	$	10,217,621	$	(221,633	)
Swedish Krona	Long		12/17/14		GS		7,795,256		8,021,166		(225,910	)
Swedish Krona	Long		12/17/14		MS		7,159,987		7,387,392		(227,405	)
Swiss Franc	Long		12/17/14		GS		2,818,124		2,844,218		(26,094	)
Swiss Franc	Long		12/17/14		MS		956,727		973,110		(16,383	)
Australian Dollar	Short		12/17/14		GS		6,688,084		6,548,701		139,383
Australian Dollar	Short		12/17/14		MS		15,970,238		15,226,686		743,552
British Pound	Short		12/17/14		GS		8,120,294		7,971,619		148,675
British Pound	Short		12/17/14		MS		8,000,703		7,938,480		62,223
Canadian Dollar	Short		12/17/14		GS		2,585,803		2,541,697		44,106
Canadian Dollar	Short		12/17/14		MS		11,490,216		11,370,682		119,534
Euro	Short		12/17/14		GS		2,242,901		2,172,595		70,306
Euro	Short		12/17/14		MS		38,081,536		36,878,526		1,203,010
Japanese Yen	Short		12/17/14		GS		2,361,331		2,259,122		102,209
Japanese Yen	Short		12/17/14		MS		519,548		491,300		28,248
New Zealand Dollar	Short		12/17/14		GS		56,630,280		53,408,386		3,221,894
New Zealand Dollar	Short		12/17/14		MS		1,558,731		1,523,101		35,630
Norwegian Krone	Short		12/17/14		GS		2,513,158		2,393,381		119,777
Norwegian Krone	Short		12/17/14		MS		14,201,335		13,474,669		726,666
Singapore Dollar	Short		12/17/14		GS		32,598,270		31,807,167		791,103
Singapore Dollar	Short		12/17/14		MS		1,072,365		1,055,203		17,162
Swedish Krona	Short		12/17/14		GS		33,365,954		32,030,506		1,335,448
Swedish Krona	Short		12/17/14		MS		12,208,421		11,930,683		277,738
Swiss Franc	Short		12/17/14		GS		28,576,881		27,339,970		1,236,911
Swiss Franc	Short		12/17/14		MS		12,980,068		12,379,136		600,932

					Totals	$	543,117,297	$	542,971,226	$	146,071

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

Notes to Schedules of Portfolio Investments (continued)


INVESTMENT DEFINITIONS AND ABBREVIATIONS:
REIT:		Real Estate Investment Trust
TIPS:		Treasury Inflation-Protected Securities

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.

Statement of Assets and Liabilities

October 31, 2014


	AMG FQ						AMG FQ Global
	Tax-Managed		AMG FQ U.S.		AMG FQ Global		Risk-Balanced
	U.S. Equity Fund		Equity Fund		Alternatives Fund		Fund
Assets:
Investments at value* (including securities on loan valued at $1,254,944, $971,701, $0, and $9,249,886, respectively)	$	63,113,122	$	68,576,152	$	61,876,608	$	78,829,692
Repurchase agreements at value**		1,285,537		1,033,368		—		9,502,507
Foreign currency***		—		—		—		1,013
Cash collateral for financial derivative instruments		—		77,000		6,230,000		—
Receivable for Fund shares sold		200,211		1,932		21,372		7,582
Dividends, interest and other receivables		46,396		53,407		486		25,155
Receivable for variation margin on futures contracts		—		2,280		263,713		839,573
Receivable for investments sold		—		79,955		—		—
Receivable from affiliate		2,655		2,787		45,467		13,458
Unrealized appreciation on forward foreign currency contracts		—		—		11,024,507		—
Prepaid expenses		4,517		8,993		10,533		8,832
Total assets		64,652,438		69,835,874		79,472,686		89,227,812
Liabilities:
Payable upon return of securities loaned		1,285,537		1,033,368		—		9,502,507
Payable for collateral on financial derivative instruments		—		—		3,200,000		—
Payable for Fund shares repurchased		61,253		18,913		227,717		117,263
Due to custodian		—		79,955		—		—
Written options (premiums received $0, $694,579, $0 and $939,802, respectively)		—		1,054,280		—		1,091,137
Payable for variation margin on futures contracts		—		—		593,303		41,188
Unrealized depreciation on forward foreign currency contracts		—		—		10,878,436		—
Payable for investments purchased		—		—		—		174,226
Accrued expenses:
Investment management and advisory fees		42,386		19,518		98,901		39,375
Shareholder servicing fees - Investor Class		—		—		4,160		466
Shareholder servicing fees - Service Class		—		—		—		964
Administrative fees		—		13,942		14,544		16,406
Distribution fees - Investor Class		2,166		5,326		5,200		466
Trustees fees and expenses		111		78		416		433
Other		34,496		43,874		59,824		40,863
Total liabilities		1,425,949		2,269,254		15,082,501		11,025,294
Net Assets	$	63,226,489	$	67,566,620	$	64,390,185	$	78,202,518
* Investments at cost	$	42,443,017	$	57,481,799	$	54,730,502	$	81,475,871
** Repurchase agreements at cost	$	1,285,537	$	1,033,368		—	$	9,502,507
*** Foreign currency at cost		—		—		—	$	1,019

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

Statement of Assets and Liabilities (continued)


	AMG FQ								AMG FQ Global
	Tax-Managed			AMG FQ U.S.		AMG FQ Global			Risk-Balanced
	U.S. Equity Fund			Equity Fund		Alternatives Fund			Fund
Net Assets Represent:
Paid-in capital	$	56,707,225		$	56,714,014	$	58,733,018		$	89,645,869
Undistributed net investment income (loss)		157,508			7,147		(466,097	)		2,157,962
Accumulated net realized gain (loss) from investments, options, futures and foreign currency transactions		(14,308,349	)		108,393		(626,162	)		(10,965,264	)
Net unrealized appreciation (depreciation) of investments, options, futures and foreign currency translations		20,670,105			10,737,066		6,749,426			(2,636,049	)
Net Assets	$	63,226,489		$	67,566,620	$	64,390,185		$	78,202,518
Investor Class:
Net Assets	$	12,540,957		$	25,930,760	$	24,149,518		$	2,228,085
Shares outstanding		531,783			1,507,747		2,966,172			160,956
Net asset value, offering and redemption price per share	$	23.58		$	17.20	$	8.14		$	13.84
Service Class:
Net Assets		n/a			n/a	$	31,390,455		$	2,537,246
Shares outstanding		n/a			n/a		3,846,679			181,534
Net asset value, offering and redemption price per share		n/a			n/a	$	8.16		$	13.98
Institutional Class:
Net Assets	$	50,685,532		$	41,635,860	$	8,850,212		$	73,437,187
Shares outstanding		2,151,185			2,418,450		1,081,818			5,239,595
Net asset value, offering and redemption price per share	$	23.56		$	17.22	$	8.18		$	14.02

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

Statement of Operations

For the fiscal year ended October 31, 2014


	AMG FQ									AMG FQ Global
	Tax-Managed			AMG FQ U.S.			AMG FQ Global			Risk-Balanced
	U.S. Equity Fund			Equity Fund			Alternatives Fund			Fund
Investment Income:
Dividend income	$	780,990		$	1,239,770		$	446,894		$	2,117,560
Interest income		85			—			28,384			6,418
Securities lending income		1,447			7,323			1,258			107,404
Total investment income		782,522			1,247,093			476,536			2,231,382
Expenses:
Investment management and advisory fees		479,304			227,919			1,547,112			506,329
Administrative fees		—			162,799			227,516			210,970
Distribution fees - Investor Class		20,061			62,271			98,294			9,084
Shareholder servicing fees - Investor Class		—			—			77,372			9,084
Shareholder servicing fees - Service Class		—			—			51,652			2,284
Professional fees		30,612			31,808			31,424			51,763
Transfer agent		22,062			28,317			3,258			16,322
Registration fees		30,490			33,400			49,888			46,887
Reports to shareholders		11,175			16,408			32,241			20,691
Custodian		7,717			13,804			6,668			5,754
Trustees fees and expenses		2,039			2,418			2,515			3,234
Miscellaneous		2,111			2,431			3,653			1,745
Expense repayments		292			4,993			—��			—
Total expenses before offsets		605,863			586,568			2,131,593			884,147
Expense waiver		—			—			(6,088	)		(5,954	)
Expense reimbursements		(27,397	)		(9,528	)		(593,356	)		(112,131	)
Net expenses		578,466			577,040			1,532,149			766,062
Net investment income (loss)		204,056			670,053			(1,055,613	)		1,465,320
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments		4,366,025			6,383,140			5,455,351			(3,551,954	)
Net realized gain (loss) on futures contracts		—			33,664			(9,768,910	)		9,076,679
Net realized gain on foreign currency transactions		—			—			4,717,773			17,378
Net realized gain on written options		—			1,399,955			—			1,808,027
Net change in unrealized appreciation (depreciation) of investments		4,758,305			374,633			(1,986,989	)		(984,989	)
Net change in unrealized appreciation (depreciation) of futures contracts		—			(4,848	)		327,274			(3,147,895	)
Net change in unrealized appreciation (depreciation) on foreign currency translations		—			—			363,883			(3,994	)
Net change in unrealized appreciation (depreciation) on written options		—			(432,396	)		—			(96,422	)
Net realized and unrealized gain (loss)		9,124,330			7,754,148			(891,618	)		3,116,830
Net increase (decrease) in net assets resulting from operations	$	9,328,386		$	8,424,201		$	(1,947,231	)	$	4,582,150

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

Statements of Changes in Net Assets

For the fiscal years ended October 31,


	AMG FQ Tax-Managed						AMG FQ U.S.
	U.S. Equity Fund						Equity Fund
	2014			2013			2014			2013
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	204,056		$	265,978		$	670,053		$	861,768
Net realized gain on investments, options and futures		4,366,025			5,319,200			7,816,759			5,506,743
Net change in unrealized appreciation (depreciation) of investments, options and futures		4,758,305			6,683,434			(62,611	)		5,835,124
Net increase in net assets resulting from operations		9,328,386			12,268,612			8,424,201			12,203,635
Distributions to Shareholders:
From net investment income:
Investor Class		(8,882	)		(45,496	)		(184,111	)		(217,396	)
Institutional Class		(145,414	)		(329,833	)		(457,090	)		(638,539	)
Total distributions to shareholders		(154,296	)		(375,329	)		(641,201	)		(855,935	)
Capital Share Transactions:¹
Net increase (decrease) from capital share transactions		4,520,547			(5,096,506	)		(1,279,198	)		2,180,618
Total increase in net assets		13,694,637			6,796,777			6,503,802			13,528,318
Net Assets:
Beginning of year		49,531,852			42,735,075			61,062,818			47,534,500
End of year	$	63,226,489		$	49,531,852		$	67,566,620		$	61,062,818
End of year undistributed net investment income	$	157,508		$	107,748		$	7,147		$	22,286

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

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

Statements of Changes in Net Assets (continued)

For the fiscal years ended October 31,


	AMG FQ Global						AMG FQ Global
	Alternatives Fund						Risk-Balanced Fund
	2014			2013			2014			2013
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)	$	(1,055,613	)	$	(1,843,313	)	$	1,465,320		$	789,124
Net realized gain on investments, futures and foreign currency transactions		404,214			8,304,238			7,350,130			179,130
Net change in unrealized appreciation (depreciation) of investments, futures and foreign currency translations		(1,295,832	)		(9,464,913	)		(4,233,300	)		593,316
Net increase (decrease) in net assets resulting from operations		(1,947,231	)		(3,003,988	)		4,582,150			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		(1,557,194	)		(570,386	)		—			(3,193,560	)
Total distributions to shareholders		(7,525,938	)		(3,491,617	)		—			(3,945,692	)
Capital Share Transactions:¹
Net decrease from capital share transactions		(44,975,030	)		(196,130,478	)		(26,162,709	)		(21,786,490	)
Total decrease in net assets		(54,448,199	)		(202,626,083	)		(21,580,559	)		(24,170,612	)
Net Assets:
Beginning of year		118,838,384			321,464,467			99,783,077			123,953,689
End of year	$	64,390,185		$	118,838,384		$	78,202,518		$	99,783,077
End of year undistributed net investment income (loss)	$	(466,097	)	$	7,349,905		$	2,157,962			—

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

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

AMG FQ Tax-Managed U.S. Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year


	For the fiscal years ended October 31,
Investor Class	2014			2013			2012			2011			2010
Net Asset Value, Beginning of Year	$	20.02		$	15.37		$	13.63		$	12.47		$	10.01
Income from Investment Operations:
Net investment income (loss)¹		0.03			0.06	⁴		0.05	⁶		(0.01	)		0.02
Net realized and unrealized gain on investments¹		3.55			4.71			1.69			1.18			2.44
Total from investment operations		3.58			4.77			1.74			1.17			2.46
Less Distributions to Shareholders from:
Net investment income		(0.02	)		(0.12	)		—			(0.01	)		—
Net Asset Value, End of Year	$	23.58		$	20.02		$	15.37		$	13.63		$	12.47
Total Return²		17.91	%		31.31	%		12.77	%		9.40	%		24.58	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.24	%		1.26	%⁵		1.24	%		1.24	%		1.24	%
Ratio of expenses to average net assets (with offsets)		1.24	%		1.26	%⁵		1.24	%		1.24	%		1.24	%
Ratio of total expenses to average net assets (without offsets/reductions)³		1.29	%		1.35	%⁵		1.39	%		1.36	%		1.44	%
Ratio of net investment income (loss) to average net assets²		0.13	%		0.35	%⁵		0.35	%		(0.07	)%		0.22	%
Portfolio turnover		45	%		49	%		36	%		40	%		81	%
Net assets at end of year (000’s omitted)	$	12,541		$	6,324		$	3,026		$	3,049		$	4,116


	For the fiscal years ended October 31,
Institutional Class	2014			2013			2012			2011			2010
Net Asset Value, Beginning of Year	$	19.99		$	15.33		$	13.58		$	12.43		$	9.98
Income from Investment Operations:
Net investment income¹		0.09			0.11	⁴		0.09	⁶		0.02			0.05
Net realized and unrealized gain on investments¹		3.54			4.70			1.67			1.19			2.43
Total from investment operations		3.63			4.81			1.76			1.21			2.48
Less Distributions to Shareholders from:
Net investment income		(0.06	)		(0.15	)		(0.01	)		(0.06	)		(0.03	)
Net Asset Value, End of Year	$	23.56		$	19.99		$	15.33		$	13.58		$	12.43
Total Return²		18.22	%⁷		31.65	%⁷		13.00	%		9.70	%		24.92	%
Ratio of net expenses to average net assets (with offsets/reductions)		0.99	%		1.01	%⁵		0.99	%		0.99	%		0.99	%
Ratio of expenses to average net assets (with offsets)		0.99	%		1.01	%⁵		0.99	%		0.99	%		0.99	%
Ratio of total expenses to average net assets (without offsets/reductions)³		1.04	%		1.10	%⁵		1.14	%		1.11	%		1.19	%
Ratio of net investment income to average net assets²		0.40	%		0.62	%⁵		0.60	%		0.18	%		0.45	%
Portfolio turnover		45	%		49	%		36	%		40	%		81	%
Net assets at end of year (000’s omitted)	$	50,686		$	43,207		$	36,884		$	35,741		$	39,420

AMG FQ U.S. Equity Fund

Financial Highlights

For a share outstanding throughout each fiscal year


	For the fiscal years ended October 31,
Investor Class	2014			2013			2012			2011			2010
Net Asset Value, Beginning of Year	$	15.23		$	12.29		$	11.30		$	10.29		$	8.93
Income from Investment Operations:
Net investment income		0.14	¹		0.19	^1,4		0.22	¹		0.09	¹		0.10
Net realized and unrealized gain on investments		1.95	¹		2.94	¹		1.07	¹		1.01	¹		1.37
Total from investment operations		2.09			3.13			1.29			1.10			1.47
Less Distributions to Shareholders from:
Net investment income		(0.12	)		(0.19	)		(0.30	)		(0.09	)		(0.11	)
Net Asset Value, End of Year	$	17.20		$	15.23		$	12.29		$	11.30		$	10.29
Total Return²		13.76	%		25.66	%		11.50	%		10.72	%		16.57	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.04	%		1.06	%⁸		1.04	%		1.04	%⁹		1.04	%
Ratio of expenses to average net assets (with offsets)		1.04	%		1.06	%⁸		1.04	%		1.04	%⁹		1.04	%
Ratio of total expenses to average net assets (without offsets/reductions)³		1.05	%		1.10	%⁸		1.15	%		1.13	%⁹		1.15	%
Ratio of net investment income to average net assets²		0.88	%		1.37	%⁸		1.84	%		0.83	%⁹		0.98	%
Portfolio turnover		87	%		91	%		132	%		138	%		117	%
Net assets at end of year (000’s omitted)	$	25,931		$	23,103		$	12,764		$	12,966		$	18,755


	For the fiscal years ended October 31,
Institutional Class	2014			2013			2012			2011			2010
Net Asset Value, Beginning of Year	$	15.27		$	12.34		$	11.38		$	10.35		$	8.99
Income from Investment Operations:
Net investment income		0.18	¹		0.24	^1,4		0.25	¹		0.12	¹		0.13
Net realized and unrealized gain on investments		1.96	¹		2.93	¹		1.07	¹		1.03	¹		1.37
Total from investment operations		2.14			3.17			1.32			1.15			1.50
Less Distributions to Shareholders from:
Net investment income		(0.19	)		(0.24	)		(0.36	)		(0.12	)		(0.14	)
Net Asset Value, End of Year	$	17.22		$	15.27		$	12.34		$	11.38		$	10.35
Total Return²		14.05	%		26.00	%		11.78	%		11.12	%		16.75	%
Ratio of net expenses to average net assets (with offsets/reductions)		0.79	%		0.81	%⁸		0.79	%		0.79	%⁹		0.79	%
Ratio of expenses to average net assets (with offsets)		0.79	%		0.81	%⁸		0.79	%		0.79	%⁹		0.79	%
Ratio of total expenses to average net assets (without offsets/reductions)³		0.80	%		0.85	%⁸		0.90	%		0.88	%⁹		0.90	%
Ratio of net investment income to average net assets²		1.13	%		1.73	%⁸		2.09	%		1.08	%⁹		1.22	%
Portfolio turnover		87	%		91	%		132	%		138	%		117	%
Net assets at end of year (000’s omitted)	$	41,636		$	37,960		$	34,231		$	33,250		$	32,309

AMG FQ Global Alternatives Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal years ended October 31,
Investor Class	2014			2013			2012			2011			2010
Net Asset Value, Beginning of Year	$	8.90		$	9.17		$	9.30		$	10.24		$	9.96
Income (Loss) from Investment Operations:
Net investment loss¹		(0.11	)		(0.12	)		(0.12	)		(0.14	)		(0.14	)
Net realized and unrealized gain (loss) on investments¹		(0.07	)		—	^#		(0.01	)		(0.80	)		0.42
Total from investment operations		(0.18	)		(0.12	)		(0.13	)		(0.94	)		0.28
Less Distributions to Shareholders from:
Net investment income		(0.58	)¹⁰		(0.15	)¹⁰		—			—			—
Net Asset Value, End of Year	$	8.14		$	8.90		$	9.17		$	9.30		$	10.24
Total Return²		(2.07	)%⁷		(1.28	)%⁷		(1.40	)%		(9.18	)%⁷		2.81	%⁷
Ratio of net expenses to average net assets (with offsets/reductions)		1.88	%		1.90	%¹¹		1.92	%		1.92	%¹²		1.91	%
Ratio of expenses to average net assets (with offsets)		1.88	%		1.90	%¹¹		1.92	%		1.92	%¹²		1.92	%
Ratio of total expenses to average net assets (without offsets/reductions)³		2.54	%		2.65	%¹¹		2.65	%		2.58	%¹²		2.55	%
Ratio of net investment loss to average net assets²		(1.35	)%		(1.37	)%¹¹		(1.35	)%		(1.47	)%¹²		(1.39	)%
Portfolio turnover		—			—			—			12	%		17	%
Net assets at end of year (000’s omitted)	$	24,150		$	58,165		$	237,013		$	362,659		$	518,118


													For the fiscal period ended
	For the fiscal years ended October 31,												For the fiscal period ended
Service Class	2014			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 loss¹		(0.09	)		(0.09	)		(0.10	)		(0.11	)		(0.10	)
Net realized and unrealized gain (loss) on investments¹		(0.06	)		—	^#		(0.01	)		(0.80	)		0.40
Total from investment operations		(0.15	)		(0.09	)		(0.11	)		(0.91	)		0.30
Less Distributions to Shareholders from:
Net investment income		(0.62	)¹⁰		(0.23	)¹⁰		—			—			—
Net Asset Value, End of Period	$	8.16		$	8.93		$	9.25		$	9.36		$	10.27
Total Return²		(1.69	)%⁷		(1.02	)%		(1.18	)%		(8.86	)%		3.01	%¹³
Ratio of net expenses to average net assets (with offsets/reductions)		1.58	%		1.60	%¹¹		1.62	%		1.63	%¹²		1.70	%¹⁴
Ratio of expenses to average net assets (with offsets)		1.58	%		1.60	%¹¹		1.62	%		1.63	%¹²		1.70	%¹⁴
Ratio of total expenses to average net assets (without offsets/reductions)³		2.24	%		2.35	%¹¹		2.35	%		2.29	%¹²		2.36	%¹⁴
Ratio of net investment loss to average net assets²		(1.06	)%		(1.03	)%¹¹		(1.05	)%		(1.18	)%¹²		(1.17	)%¹⁴
Portfolio turnover		—			—			—			12	%		17	%
Net assets at end of period (000’s omitted)	$	31,390		$	39,060		$	44,587		$	43,870		$	18,049

AMG FQ Global Alternatives Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal years ended October 31,												For the fiscal period ended
Institutional Class	2014			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 loss¹		(0.08	)		(0.08	)		(0.08	)		(0.10	)		(0.08	)
Net realized and unrealized gain (loss) on investments¹		(0.06	)		0.01			(0.02	)		(0.80	)		0.39
Total from investment operations		(0.14	)		(0.07	)		(0.10	)		(0.90	)		0.31
Less Distributions to Shareholders from:
Net investment income		(0.64	)¹⁰		(0.25	)¹⁰		—			—			—
Net Asset Value, End of Period	$	8.18		$	8.96		$	9.28		$	9.38		$	10.28
Total Return²		(1.62	)%⁷		(0.77	)%⁷		(1.07	)%		(8.75	)%⁷		3.11	%^7,13
Ratio of net expenses to average net assets (with offsets/reductions)		1.43	%		1.45	%¹¹		1.47	%		1.48	%¹²		1.48	%¹⁴
Ratio of expenses to average net assets (with offsets)		1.43	%		1.45	%¹¹		1.47	%		1.48	%¹²		1.48	%¹⁴
Ratio of total expenses to average net assets (without offsets/reductions)³		2.09	%		2.20	%¹¹		2.20	%		2.14	%¹²		2.14	%¹⁴
Ratio of net investment loss to average net assets²		(0.91	)%		(0.89	)%¹¹		(0.90	)%		(1.03	)%¹²		(0.95	)%¹⁴
Portfolio turnover		—			—			—			12	%		17	%
Net assets at end of period (000’s omitted)	$	8,850		$	21,613		$	24,242		$	31,045		$	25,856

AMG FQ Global Risk-Balanced Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal years ended October 31,												For the fiscal period ended
Investor Class	2014			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)¹		0.17			0.03			(0.04	)		0.01			(0.07	)
Net realized and unrealized gain on investments¹		0.53			0.13			1.11			0.62			1.44
Total from investment operations		0.70			0.16			1.07			0.63			1.37
Less Distributions to Shareholders from:
Net investment income		—			(0.38	)¹⁰		(0.51	)¹⁰		(0.56	)¹⁰		—
Net Asset Value, End of Period	$	13.84		$	13.14		$	13.36		$	12.80		$	12.73
Total Return²		5.33	%		1.16	%		8.67	%⁷		5.23	%⁷		12.06	%^7,13
Ratio of net expenses to average net assets (with offsets/reductions)		1.38	%		1.41	%¹⁵		1.44	%		1.47	%		1.46	%¹⁴
Ratio of expenses to average net assets (with offsets)		1.38	%		1.41	%¹⁵		1.44	%		1.47	%		1.46	%¹⁴
Ratio of total expenses to average net assets (without offsets/reductions)³		1.52	%		1.55	%¹⁵		1.50	%		1.49	%		1.54	%¹⁴
Ratio of net investment income (loss) to average net assets²		1.30	%		0.25	%¹⁵		(0.32	)%		0.06	%		(0.72	)%¹⁴
Portfolio turnover		5	%		36	%		43	%		80	%		127	%
Net assets at end of period (000’s omitted)	$	2,228		$	5,520		$	13,043		$	7,824		$	6,517


	For the fiscal years ended October 31,												For the fiscal period ended
Service Class	2014			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)¹		0.23			0.08			(0.02	)		0.03			(0.04	)
Net realized and unrealized gain on investments¹		0.54			0.14			1.15			0.62			1.45
Total from investment operations		0.77			0.22			1.13			0.65			1.41
Less Distributions to Shareholders from:
Net investment income		—			(0.45	)¹⁰		(0.55	)¹⁰		(0.56	)¹⁰		—
Net Asset Value, End of Period	$	13.98		$	13.21		$	13.44		$	12.86		$	12.77
Total Return²		5.83	%		1.61	%		9.11	%		5.44	%		12.41	%¹³
Ratio of net expenses to average net assets (with offsets/reductions)		0.96	%		0.99	%¹⁵		0.99	%		1.15	%		1.17	%¹⁴
Ratio of expenses to average net assets (with offsets)		0.96	%		0.99	%¹⁵		0.99	%		1.15	%		1.17	%¹⁴
Ratio of total expenses to average net assets (without offsets/reductions)³		1.10	%		1.13	%¹⁵		1.08	%		1.17	%		1.25	%¹⁴
Ratio of net investment income (loss) to average net assets²		1.72	%		0.63	%¹⁵		(0.14	)%		0.24	%		(0.43	)%¹⁴
Portfolio turnover		5	%		36	%		43	%		80	%		127	%
Net assets at end of period (000’s omitted)	$	2,537		$	5,844		$	11,738		$	1,103		$	217

AMG FQ Global Risk-Balanced Fund

Financial Highlights

For a share outstanding throughout each fiscal year


	For the fiscal years ended October 31,
Institutional Class	2014			2013			2012			2011			2010^**
Net Asset Value, Beginning of Year	$	13.23		$	13.47		$	12.88		$	12.77		$	11.16
Income from Investment Operations:
Net investment income (loss)¹		0.24			0.10			0.03			0.08			(0.01	)
Net realized and unrealized gain on investments¹		0.55			0.12			1.12			0.61			1.72
Total from investment operations		0.79			0.22			1.15			0.69			1.71
Less Distributions to Shareholders from:
Net investment income		—			(0.46	)¹⁰		(0.56	)¹⁰		(0.58	)¹⁰		(0.10	)
Net Asset Value, End of Year	$	14.02		$	13.23		$	13.47		$	12.88		$	12.77
Total Return²		5.97	%		1.61	%		9.29	%		5.70	%⁷		15.41	%⁷
Ratio of net expenses to average net assets (with offsets/reductions)		0.88	%		0.91	%¹⁵		0.94	%		0.97	%		0.97	%
Ratio of expenses to average net assets (with offsets)		0.88	%		0.91	%¹⁵		0.94	%		0.97	%		0.97	%
Ratio of total expenses to average net assets (without offsets/reductions)³		1.02	%		1.05	%¹⁵		1.00	%		0.99	%		1.05	%
Ratio of net investment income (loss) to average net assets²		1.76	%		0.75	%¹⁵		0.20	%		0.64	%		(0.09	)%
Portfolio turnover		5	%		36	%		43	%		80	%		127	%
Net assets at end of year (000’s omitted)	$	73,437		$	88,419		$	99,173		$	86,935		$	93,903

Notes to Financial Highlights

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	Per share numbers have been calculated using average shares.

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

³	Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes non-reimbursable expenses, if any, such as interest and taxes.

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

⁸	Includes non-routine extraordinary expenses amounting to 0.022% and 0.023% of average net assets for the Investor Class, and Institutional Class, respectively.

⁹	Excludes tax expense for the fiscal year ended October 31, 2011 of $2,454 or 0.01%.

¹⁰	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.)

¹¹	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.

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

¹³	Not annualized.

¹⁴	Annualized.

¹⁵	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.

Notes to Financial Statements

October 31, 2014

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 (“OTC”) 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. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not 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.

Notes to Financial Statements (continued)

invests 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 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 may not necessarily be an indication of the risk associated with investing in those investments.

b. SECURITY TRANSACTIONS

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

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on the ex-dividend date. 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 fiscal year ended October 31, 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 fiscal year ended October 31, 2014, overdraft fees for Tax-Managed and U.S. Equity equaled $2 and $44, 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

Notes to Financial Statements (continued)

financial statement and tax purposes; these differences will reverse at some time in the future. The differences are due to wash sales, 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.

The tax character of distributions paid during the fiscal years ended October 31, 2013 and October 31, 2014 were as follows:


	Tax-Managed				U.S. Equity				Global Alternatives				Global Risk-Balanced
	2014		2013		2014		2013		2014		2013		2014		2013
Distributions paid from:
Ordinary income	$	154,296	$	375,329	$	641,201	$	855,935	$	7,525,504	$	3,491,617		—	$	3,945,692
Short-term capital gains		—		—		—		—		—		—		—		—
Long-term capital gains		—		—		—		—		434		—		—		—
Return of capital		—		—		—		—		—		—		—		—

Totals	$	154,296	$	375,329	$	641,201	$	855,935	$	7,525,938	$	3,491,617		—	$	3,945,692

As of October 31, 2014, the components of distributable earnings (excluding unrealized appreciation/depreciation) on tax basis consisted of:


	Tax-Managed		U.S. Equity		Global Alternatives		Global Risk-Balanced
Capital loss carryforward	$	14,308,121	$	729,379		—	$	10,666,235
Late-year loss deferral		—		—	$	886,351		—
Undistributed ordinary income		157,508		7,147		—		2,068,554
Undistributed short-term capital gains		—		—		—		—
Undistributed long-term capital gains		—		—		3,586,865		—

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, 2014, 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, 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 October 31, 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)	$	14,308,121		—		2017
U.S. Equity
(Pre-Enactment)	$	729,379		—		2017
Global Risk-Balanced
(Pre-Enactment)	$	10,666,235		—		2017

For the fiscal year ended October 31, 2014, the following Funds utilized capital loss carryovers in the amount of:


	Capital Loss Carryover Utilized
	Short-Term		Long-Term
Tax-Managed	$	4,366,253		—
U.S. Equity		7,304,771		—
Global Alternatives		3,073,927		—
Global Risk-Balanced		4,385,031		—

Notes to Financial Statements (continued)

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 fiscal years ended October 31, 2014 and 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
	October 31, 2014						October 31, 2013						October 31, 2014						October 31, 2013
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Investor Class:
Proceeds from sale of shares^†		386,272		$	8,486,117			205,826		$	3,228,327			286,365		$	4,693,895			705,035		$	9,826,464
Reinvestment of distributions		344			7,388			2,390			36,540			11,048			182,960			15,831			214,473
Cost of shares repurchased		(170,687	)		(3,673,280	)		(89,202	)		(1,494,904	)		(306,778	)		(5,050,651	)		(242,438	)		(3,364,257	)

Net increase (decrease)		215,929		$	4,820,225			119,014	¹	$	1,769,963	¹		(9,365	)	$	(173,796	)		478,428	¹	$	6,676,680	¹

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		400,535		$	8,695,253			235,286		$	4,059,672			138,039		$	2,237,936			105,723		$	1,479,746
Reinvestment of distributions		6,540			139,886			20,620			314,047			27,209			448,821			46,517			623,273
Cost of shares repurchased		(416,905	)		(9,134,817	)		(500,175	)		(8,399,601	)		(233,359	)		(3,792,159	)		(440,096	)		(6,054,716	)

Net decrease		(9,830	)	$	(299,678	)		(244,269	)	$	(4,025,882	)		(68,111	)	$	(1,105,402	)		(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
	October 31, 2014						October 31, 2013						October 31, 2014						October 31, 2013
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Investor Class:
Proceeds from sale of shares^†		653,168		$	5,445,323			4,690,722		$	42,644,278			86,533		$	1,189,918			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		(4,606,759	)		(38,006,355	)		(24,188,615	)		(218,773,799	)		(345,704	)		(4,665,337	)		(718,516	)		(9,297,354	)

Net decrease		(3,571,177	)	$	(29,417,592	)		(19,318,563	)¹	$	(174,511,963	)¹		(259,171	)	$	(3,475,419	)		(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

Notes to Financial Statements (continued)


	Global Alternatives												Global Risk-Balanced
	October 31, 2014						October 31, 2013						October 31, 2014						October 31, 2013
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Service Class:
Proceeds from sale of shares		1,513,774		$	12,457,664			2,680,416		$	24,037,223			94,233		$	1,331,001			485,265		$	6,476,211
Reinvestment of distributions		281,457			2,313,572			101,432			915,925			—			—			30,275			399,327
Cost of shares repurchased		(2,320,808	)		(19,361,407	)		(3,229,606	)		(29,276,547	)		(355,211	)		(4,688,878	)		(946,436	)		(12,572,020	)

Net decrease		(525,577	)	$	(4,590,171	)		(447,758	)	$	(4,323,399	)		(260,978	)	$	(3,357,877	)		(430,896	)	$	(5,696,482	)

Institutional Class:
Proceeds from sale of shares		1,710,466		$	14,093,245			1,772,695		$	15,972,797			187,750		$	2,519,242			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		(3,210,880	)		(26,449,200	)		(2,033,565	)		(18,315,909	)		(1,631,080	)		(21,848,655	)		(1,705,440	)		(22,487,039	)

Net decrease		(1,331,679	)	$	(10,967,267	)		(198,419	)	$	(1,778,555	)		(1,443,330	)	$	(19,329,413	)		(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 October 31, 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 owns 19% and Global Alternatives—three collectively own 50%. 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 October 31, 2014, the market value of repurchase agreements outstanding for Tax-Managed, U.S. Equity and Global Risk-Balanced was $1,285,537, $1,033,368 and $9,502,507, 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 one or more 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

Notes to Financial Statements (continued)

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.

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, U.S. Equity and Global Risk-Balanced to 0.99%, 0.79% and 0.89%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances. The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the Investment Manager of the Fund or a successor fund, by mutual agreement of the Investment Manager and the Trust’s Board of Trustees, or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.

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%.

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 fiscal year ended October 31, 2014, each Fund’s components of reimbursement available are detailed in the following chart:


	Tax-Managed			U.S. Equity
Reimbursement Available - 10/31/13	$	156,626		$	113,315
Additional Reimbursements		27,397			9,528
Repayments		(292	)		(4,993	)
Expired Reimbursements		(54,466	)		(40,466	)

Reimbursement Available - 10/31/14	$	129,265		$	77,384


				Global
	Global			Risk-
	Alternatives			Balanced
Reimbursement Available - 10/31/13	$	7,594,213		$	218,608
Additional Reimbursements		593,356			112,131
Repayments		—			—
Expired Reimbursements		(3,907,033	)		(24,770	)

Reimbursement Available - 10/31/14	$	4,280,536		$	305,969

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 fiscal year ended October 31, 2014, the management fee for Global Alternatives and Global Risk-Balanced was reduced by $6,088 or 0.01% and $5,954 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.

Notes to Financial Statements (continued)

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 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 (“shareholder servicing fees”) incurred. 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 fiscal year ended October 31, 2014 was as follows:


	Maximum			Actual
	Amount			Amount
Fund	Allowed			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	%		0.15	%
Global Risk-Balanced
Investor Class		0.25	%		0.25	%
Service Class		0.25	%		0.08	%

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 the 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 fiscal year ended October 31, 2014, the following Funds either borrowed from or lent to other Funds in the AMG Funds family: Tax-Managed lent varying amounts not exceeding $1,220,158 for nine days earning interest of $85, Global Alternatives lent varying amounts not exceeding $4,863,765 for three days earning interest of $165 and Global Risk-Balanced lent varying amounts not exceeding $1,268,508 for ten days earning interest of $100. The interest amount is included in the Statement of Operations as interest income. At October 31, 2014, the Funds had no loans outstanding.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the fiscal year ended October 31, 2014, were as follows:


	Long-Term Securities
Fund	Purchases		Sales
Tax-Managed	$	29,099,977	$	25,008,275
U.S. Equity		56,280,000		58,098,209
Global Alternatives		—		12,888,336
Global Risk-Balanced		3,325,683		16,987,112

The Funds had no purchases or sales of U.S. Government obligations during the fiscal year ended October 31, 2014.

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

Notes to Financial Statements (continued)

deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

At October 31, 2014, the value of the securities loaned and cash collateral received, were as follows:


	Securities		Cash Collateral
Fund	Loaned		Received
Tax-Managed	$	1,254,944	$	1,285,537
U.S. Equity		971,701		1,033,368
Global Risk-Balanced		9,249,886		9,502,507

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 fiscal year ended October 31, 2014, the average quarterly balances of outstanding derivative financial instruments were as follows:


	U.S.		Global		Global
	Equity		Alternatives		Risk-Balanced
Financial futures contracts:
Average number of contracts purchased		2		944		845
Average number of contracts sold		—		1,216		—
Average notional value of contracts purchased	$	186,834	$	129,223,731	$	89,436,611
Average notional value of contracts sold		—	$	152,334,264		—
Foreign currency exchange contracts:
Average US dollar amounts purchased/sold		—	$	609,330,576		—
Options:
Average notional value of option contracts purchased	$	242,421		—	$	447,277
Average notional value of option contracts written	$	587,111		—	$	695,681

8. FORWARD FOREIGN CURRENCY CONTRACTS

During the fiscal year ended October 31, 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 Alternatives and Global Risk-Balanced 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.

Notes to Financial Statements (continued)

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 fiscal year ended October 31, 2014, U.S. Equity and Global Risk-Balanced entered into OTC 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 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. For securities lending transactions, see Note 4.

Notes to Financial Statements (continued)

The following tables are a summary of the Funds’ open repurchase agreements and derivative instruments that are subject to a master netting agreements as of October 31, 2014:


	Net Amounts of Assets Presented		Gross Amount Not Offset in the Statement of Assets and Liabilities
	in the Statement
	of Assets and		Financial Instruments		Cash Collateral
Fund	Liabilities		Collateral		Received		Net Amount
Tax-Managed
Cantor Fitzgerald Securities, Inc.	$	1,000,000	$	1,000,000		—		—
Nomura Securities International, Inc.		285,537		285,537		—		—

Total	$	1,285,537	$	1,285,537		—		—

U.S. Equity
Cantor Fitzgerald Securities, Inc.	$	1,000,000	$	1,000,000		—		—
Nomura Securities International, Inc.		33,368		33,368		—		—

Total	$	1,033,368	$	1,033,368		—		—

Global Alternatives
Goldman Sachs & Co.	$	7,209,812	$	3,140,609	$	3,200,000	$	869,203
Morgan Stanley & Company LLC		3,814,695		3,814,695		—		—

Total	$	11,024,507	$	6,955,304	$	3,200,000	$	869,203

Global Risk-Balanced
Cantor Fitzgerald Securities, Inc.	$	2,256,848	$	2,256,848		—		—
Citigroup Global Markets America, Inc.		475,115		475,115		—		—
Daiwa Capital Markets America		2,256,848		2,256,848		—		—
Nomura Securities International, Inc.		2,256,848		2,256,848		—		—
State of Wisconsin Investment Board		2,256,848		2,256,848		—		—

Total	$	9,502,507	$	9,502,507		—		—


	Net Amounts of Liabilities Presented		Gross Amount Not Offset in the Statement of Assets and Liabilities
	in the Statement
	of Assets and		Financial		Cash Collateral
Fund	Liabilities		Instruments Collateral		Pledged		Net Amount
Global Alternatives
Goldman Sachs & Co.	$	3,140,609	$	3,140,609		—		—
Morgan Stanley & Company LLC		7,737,827		3,814,695	$	3,030,000	$	893,132

Total	$	10,878,436	$	6,955,304	$	3,030,000	$	893,132

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.

Tax Information (unaudited)

The AMG FQ Tax-Managed U.S. Equity, AMG FQ U.S. Equity, AMG FQ Global Alternatives and AMG FQ Global Risk-Balanced Funds each hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2013/2014 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, AMG FQ Tax-Managed U.S. Equity, AMG FQ U.S. Equity, AMG FQ Global Alternatives and AMG FQ Global Risk-Balanced Funds each hereby designate $0, $0, $3,587,299 and $0, respectively, as a capital gain distribution with respect to the taxable year ended October 31, 2014, or if subsequently determined to be different, the net capital gains of such fiscal year.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF AMG FUNDS I AND THE SHAREHOLDERS OF AMG FQ TAX-MANAGED U.S. EQUITY FUND, AMG FQ U.S. EQUITY FUND, AMG FQ GLOBAL ALTERNATIVES FUND AND AMG FQ GLOBAL RISK-BALANCED FUND

In our opinion, the accompanying statements of assets and liabilities, including the schedules of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial positions of AMG FQ Tax-Managed U.S. Equity Fund (formerly, Managers AMG FQ Tax-Managed U.S. Equity Fund), AMG FQ U.S. Equity Fund (formerly Managers AMG FQ U.S. Equity Fund), AMG FQ Global Alternatives Fund (formerly Managers AMG FQ Global Alternatives Fund) and AMG FQ Global Risk-Balanced Fund (formerly Managers AMG FQ Global Essentials Fund) (the “Funds”) at October 31, 2014, and the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian, brokers, transfer agent, and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 29, 2014

AMG Funds

Trustees and Officers

The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and dates of birth are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with

companies that provide services to the Funds, and review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 800 Connecticut Avenue, Norwalk, Connecticut 06854.

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s

organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.

Independent Trustees

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


Number of Funds Overseen in Fund Complex		Name, Date of Birth, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

• Trustee since 2012		Bruce B. Bingham, 12/1/48

• Oversees 43 Funds in Fund Complex		Partner, Hamilton Partners (real estate development firm) (1987-Present); Trustee of Aston Funds (25 portfolios) (2014-Present); Director of The Yacktman Funds (2000-2012).

• Independent Chairman		William E. Chapman, II, 9/23/41

• Trustee since 2000 • Oversees 43 Funds in Fund Complex		President and Owner, Longboat Retirement Planning Solutions (1998-Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002-2009); Trustee Emeritus of Bowdoin College (2013-Present); Trustee of Bowdoin College (2002-2013); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2000		Edward J. Kaier, 9/23/45

• Oversees 43 Funds in Fund Complex		Attorney at Law and Partner, Teeters Harvey Marrone & Kaier LLP (2007-Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977-2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2013		Kurt A. Keilhacker, 10/5/63

• Oversees 45 Funds in Fund Complex		Managing Member, TechFund Capital (1997-Present); Managing Member, TechFund Europe (2000-Present); Trustee, Gordon College (2001-Present); Board Member, 6wind SA, (2002-Present); Managing Member, Clapham Partners I, LLC (2013-Present); Trustee of Aston Funds (25 portfolios) (2014-Present).

• Trustee since 2000		Steven J. Paggioli, 4/3/50

• Oversees 43 Funds in Fund Complex		Independent Consultant (2002-Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986-2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990-2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991-2001); Trustee, Professionally Managed Portfolios (45 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 – Present); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2013		Richard F. Powers III, 2/2/46

• Oversees 43 Funds in Fund Complex		Adjunct Professor, Boston College (2011-Present); Trustee of Aston Funds (25 portfolios) (2014-Present); Director of Ameriprise Financial Inc. (2005-2009); President and CEO of Van Kampen Investments Inc. (1998-2003).

• Trustee since 2000		Eric Rakowski, 6/5/58

• Oversees 45 Funds in Fund Complex		Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2013		Victoria L. Sassine, 8/11/65

• Oversees 45 Funds in Fund Complex		Lecturer, Babson College (2007 – Present); Trustee of Aston Funds (25 portfolios) (2014-Present).

• Trustee since 2000		Thomas R. Schneeweis, 5/10/47

• Oversees 43 Funds in Fund Complex		Professor Emeritus, University of Massachusetts (2013 - Present); Partner, S Capital Management, LLC (2007-Present); President, TRS Associates (1982-Present); Director, CISDM at the University of Massachusetts, (1996-2013); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-2013); Professor of Finance, University of Massachusetts (1977-2013); Partner, White Bear Partners, LLC (2007-2010); Partner, Northampton Capital Management, LLC (2004-2010); Trustee of Aston Funds (25 portfolios) (2010-Present).

AMG Funds

Trustees and Officers (continued)

Interested Trustees

Each Trustee in the following table is an “interested person” of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.


Number of Funds Overseen in Fund Complex		Name, Date of Birth, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

• Trustee since 2011		Christine C. Carsman, 4/2/52

• Oversees 45 Funds in Fund Complex		Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-Present); Trustee of Aston Funds (25 portfolios) (2014-Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2004-2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004).
Officers

Position(s) Held with Fund and Length of Time Served		Name, Date of Birth, Principal Occupation(s) During Past 5 Years

• President since 2014		Jeffrey T. Cerutti, 2/7/68

• Principal Executive Officer since 2014		Chief Executive Officer, AMG Funds LLC (2014-Present); Director, President and Principal, AMG Distributors, Inc. (2014-Present); President and Principal Executive Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); President, VP Distributors, (2011-2014); Executive Vice President, Head of Distribution, Virtus Investment Partners, Inc. (2010-2014); Managing Director, Head of Sales, UBS Global Asset Management (2001-2010).

• Chief Operating Officer since 2007		Keitha L. Kinne, 5/16/58 Chief Operating Officer, AMG Funds LLC (2007-Present); Chief Investment Officer, AMG Funds LLC (2008-Present); Chief Operating Officer, AMG Distributors, Inc. (2007-Present); Chief Operating Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Managing Partner, AMG Funds LLC (2007-2014); President, AMG Funds (2012-2014); President, AMG Distributors, Inc. (2012-2014); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

• Secretary since 2011		Lewis Collins, 2/22/66

• Chief Legal Officer since 2011		Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010-Present); Secretary, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006-2010); Senior Counsel, Affiliated Managers Group, Inc. (2002-2006); Attorney, Ropes & Gray LLP (1998-2002).

• Chief Financial Officer since 2007 • Treasurer since 1999 • Principal Financial Officer since 1999		Donald S. Rumery, 5/29/58 Senior Vice President, AMG Funds LLC (2005-Present); Treasurer, AMG Funds III (1995-Present); Treasurer, AMG Funds (1999-Present); Treasurer, AMG Funds II (2000-Present); Chief Financial Officer, AMG Funds III, AMG Funds and AMG Funds II (2007-Present); Treasurer, Principal Financial Officer and Principal Accounting Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Treasurer and Chief Financial Officer, AMG Distributors, Inc. (2000-2012); Vice President, AMG Funds LLC, (1994-2004).

• Assistant Treasurer since 2014		John C. Ball, 1/9/76 Vice President, Assistant Treasurer, AMG Funds LLC (2014-Present); Assistant Treasurer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Vice President, State Street Corp. (2010-2014); Vice President, State Street International (Ireland) Limited (2007-2010).

• Chief Compliance Officer since 2010		John J. Ferencz, 3/9/62 Vice President, Legal and Compliance, AMG Funds LLC (2010-Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005-2010).

• Assistant Secretary since 2011		Michael S. Ponder, 9/12/73 Senior Vice President and Counsel, AMG Funds LLC (2011-Present); Attorney, DeNovo Legal (2009-2010); Vice President, Credit Suisse (2007-2009); Associate, Willkie Farr & Gallagher LLP (2006-2007).

• Anti-Money Laundering Compliance Officer since 2014		Patrick J. Spellman, 3/15/74 Senior Vice President, Chief Compliance Officer, Legal and Compliance, AMG Funds LLC (2011-Present); Chief Compliance Officer, AMG Distributors, Inc., (2010-Present); Anti-Money Laundering Compliance Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011).

Annual Renewal of Investment Management and Subadvisory Agreements (unaudited)

At an in-person meeting held on June 19-20, 2014, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for each of AMG FQ U.S. Equity Fund (formerly Managers AMG FQ U.S. Equity Fund), AMG FQ Tax-Managed U.S. Equity Fund (formerly Managers AMG FQ Tax-Managed U.S. Equity Fund), AMG FQ Global Alternatives Fund (formerly Managers AMG FQ Global Alternatives Fund) and AMG FQ Global Risk-Balanced Fund (formerly Managers AMG FQ Global Essentials Fund) (each a “Fund”) and the Subadvisory Agreement with respect to each Fund. The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for each Fund (each a “Peer Group”), performance information for the relevant benchmark index for each Fund (each a “Fund Benchmark”) and, with respect to the Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 19-20, 2014, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisor under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management and Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT AND QUALITY OF SERVICES.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of the Investment Manager’s duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties. In the course of their deliberations regarding the Investment Management Agreement, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the Investment Manager’s oversight of the performance by the Subadvisor of its portfolio management duties; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadvisor, the Investment Manager: performs periodic detailed analysis and reviews of the performance by the Subadvisor of its obligations to each Fund, including without limitation a review of the Subadvisor’s investment performance in respect of each Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadvisor and other information regarding the Subadvisor, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadvisor responsible for performing the Subadvisor’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management

of the Subadvisor and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadvisor; assists the Board and management of the Trust in developing and reviewing information with respect to the annual consideration of each Subadvisory Agreement; prepares recommendations with respect to the continued retention of the Subadvisor or the replacement of the Subadvisor; identifies potential successors to or replacements of the Subadvisor or potential additional subadvisors, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadvisor; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees noted the affiliation of the Subadvisor with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.

The Trustees also reviewed information relating to the Subadvisor’s financial condition, operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding the Subadvisor’s organizational and management structure and the Subadvisor’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

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

PERFORMANCE.

As noted above, the Board considered each Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the Subadvisor’s performance as compared to an appropriate peer group of managed accounts and also considered the gross performance of the Fund as compared to the Subadvisor’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about each Fund’s performance results and portfolio composition, as well as the Subadvisor’s Investment Strategy. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadvisor. The Board was mindful of the Investment Manager’s attention to monitoring the Subadvisor’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.

With respect to AMG FQ U.S. Equity Fund, among other information related to the Fund’s performance, the Trustees noted that the Fund’s performance for Institutional Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2014 was below, above, above and above, respectively, the median performance of

the Peer Group and below, below, below and above, respectively, the performance of the Fund Benchmark, the Russell 3000^® Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent underperformance. The Trustees noted that the Fund ranked in the top quintile relative to its Peer Group for the 10-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

With respect to AMG FQ Tax-Managed U.S. Equity Fund, among other information related to the Fund’s performance, the Trustees noted that the Fund’s performance for Institutional Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2014 was above the median performance of the Peer Group and above the performance of the Fund Benchmark, the Russell 3000^® Index. The Trustees also took into account management’s discussion of the Fund’s performance. The Trustees noted that the Fund ranked in the top decile relative to its Peer Group for all relevant time periods. The Trustees concluded that the Fund’s performance has been satisfactory.

With respect to AMG FQ Global Alternatives Fund, among other information related to the Fund’s performance, the Trustees noted that the Fund’s performance for Investor Class shares for the 1-year, 3-year and 5-year periods ended March 31, 2014 and the period from the Fund’s inception on March 30, 2006 through March 31, 2014 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the Citigroup 1-Month U.S. Treasury Bill Index. The Trustees took into account management’s discussion of the Fund’s performance. The Trustees also took into account the impact of market conditions on the Fund’s performance over the last 12 months. The Trustees also noted that the Fund’s longer-term-performance has been impacted by several difficult calendar years of performance. The Trustees concluded that the Fund’s performance is being addressed.

With respect to AMG FQ Global Risk-Balanced Fund, among other information related to the Fund’s performance, the Trustees noted that the Fund’s performance for Institutional Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2014 was below, above, above and above, respectively, the median performance of the Peer Group and below, below, above and below, respectively, the performance of the Fund Benchmark, a Composite Index (60% MSCI World Index and 40% Citigroup World Government Bond Index (Hedged)). The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

ADVISORY AND SUBADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds family, the cost of providing such services and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees noted that the Investment Manager and the Subadvisor are affiliated and that, in the case of AMG FQ Tax-Managed U.S. Equity Fund and AMG FQ U.S. Equity Fund, the Investment Manager pays the Subadvisor a subadvisory fee that is equal to the advisory fee that it receives from the Fund. In the case of AMG FQ Global Alternatives Fund and AMG FQ Global Risk-Balanced Fund, the Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. The Trustees also noted any payments that were made from the Subadvisor to the Investment Manager. The Trustees also noted management’s

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

discussion of the current asset levels of the Funds, and considered the impact on profitability of the current asset levels and any future growth of assets of the Funds.

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

In considering the reasonableness of the subadvisory fees payable by the Investment Manager to the Subadvisor, the Trustees reviewed information regarding the cost of providing subadvisory services to each of the Funds and the resulting profitability to the Subadvisor from these relationships and noted that, because the Subadvisor is an affiliate of the Investment Manager, such profitability might be directly or indirectly shared by the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the current subadvisory fee structure, and the services the Subadvisor provides in performing its functions under each Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the

profitability to the Subadvisor is reasonable and that the Subadvisor is not realizing material benefits from economies of scale that would warrant adjustments to the subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

With respect to AMG FQ U.S. Equity Fund, the Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2014 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2015, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.79%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG FQ Tax-Managed U.S. Equity Fund, the Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2014 were higher and lower, respectively, than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2015, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.99%. The Board also took into account management’s discussion of the Fund’s expenses and the current size of the Fund. The Board also considered the differences in the Fund’s investment strategy relative to its Peer Group. The Trustees concluded that, in light of the nature,

extent and quality of the services provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG FQ Global Alternatives Fund, the Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2014 were both higher than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2015, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.44%. The Trustees also noted that the Investment Manager previously reduced the Fund’s expense limitation in 2013. The Trustees took into account management’s discussion of the Fund’s expenses and distinct investment strategy. The Trustees concluded that, in light of the nature, extent and quality of the services to be provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory and subadvisory fees are reasonable.

With respect to AMG FQ Global Risk-Balanced Fund, the Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2014 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2015, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.89%. The Trustees also noted that the Investment Manager reduced this expense limitation from

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

0.99% to 0.89% in 2012. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory and subadvisory fees are reasonable.

* * * *

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

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 19-20, 2014, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for each Fund.


		AMG Funds

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^TMONLY

AMG Funds

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

P.O. Box 9847

Providence, Rhode Island 02940-8047

(800) 358-7668

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) Web site 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 Web site 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 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


		AMG Funds

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


				www.amgfunds.com


		AMG Funds		ANNUAL REPORT

AMG Funds

October 31, 2014

AMG Managers Total Return Bond Fund: MBDFX

(formerly Managers PIMCO Bond Fund)


www.amgfunds.com		AR021-1014

AMG Managers Total Return Bond Fund

Annual Report—October 31, 2014


TABLE OF CONTENTS	PAGE
LETTER TO SHAREHOLDERS		2

ABOUT YOUR FUND’S EXPENSES		3

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS, AND SCHEDULE OF PORTFOLIO INVESTMENTS		4

NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS		20

FINANCIAL STATEMENTS

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

Statement of Operations		37
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal year

Statements of Changes in Net Assets		38
Detail of changes in assets for the past two fiscal years

Financial Highlights		39
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets

Notes to Financial Statements		40
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		49

TRUSTEES AND OFFICERS		50

ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENT		52


		AMG Funds		Letter to Shareholders

DEAR SHAREHOLDER:

Respectfully,

LOGO

Jeffery Cerutti

President

AMG Funds


Average Annual Total Returns		Periods ended October 31, 2014
Stocks:		1 Year			3 Years			5 Years
Large Caps	(S&P 500 Index)		17.27	%		19.77	%		16.69	%
Small Caps	(Russell 2000^® Index)		8.06	%		18.18	%		17.39	%
International	(MSCI All Country World Index ex USA Index)		0.06	%		7.76	%		6.09	%
Bonds:
Investment Grade	(Barclays U.S. Aggregate Bond Index)		4.14	%		2.73	%		4.22	%
High Yield	(Barclays U.S. High Yield Bond Index)		5.82	%		9.39	%		10.44	%
Tax-exempt	(Barclays Municipal Bond Index)		7.82	%		4.93	%		5.26	%
Treasury Bills	(BofAML U.S. Treasury Bill 6 Month Index)		0.14	%		0.16	%		0.23	%

About Your Fund’s Expenses

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES


Six Months Ended October 31, 2014	Expense Ratio for the Period			Beginning Account Value 5/01/14		Ending Account Value 10/31/14		Expenses Paid During the Period*
AMG Managers Total Return Bond Fund
Based on Actual Fund Return		0.58	%	$	1,000	$	1,022	$	2.96
Hypothetical (5% return before expenses)		0.58	%	$	1,000	$	1,022	$	2.96

^*	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 (184), then divided by 365.

AMG Managers Total Return Bond Fund

Portfolio Manager’s Comments

AMG Managers Total Return Bond Fund seeks to maximize total return consistent with the preservation of capital by investing in debt securities such as corporate, mortgage-backed, international and government bonds. Normally, the Fund invests at least 80% of its net assets in these types of bonds.

THE PORTFOLIO MANAGER

Pacific Investment Management Company, LLC

Pacific Investment Management Company, LLC (“PIMCO”), the subadvisor for the AMG Managers Total Return Bond Fund, was founded in 1971. PIMCO is one of the world’s leading fixed-income managers, with expertise and significant resources committed to virtually every sector of the global bond market.

AMG Managers Total Return Bond Fund is an actively managed, diversified bond fund that focuses on intermediate-term, investment-grade bonds. The universe for the Fund includes all sectors of the bond market: governments, corporate bonds, mortgages, asset-backed securities, money market instruments and international bonds. The Fund seeks total return consistent with preservation of capital by employing PIMCO’s “Total Return” fixed-income investment philosophy. This philosophy follows three key principles:

•

Major shifts in portfolio strategy are driven by longer-term, or secular, trends as opposed to short-term interest rate fluctuations.

•

Consistent investment performance is achieved by avoiding extreme swings in maturity/duration of a portfolio.

•

Emphasis is placed on adding value through state-of-the-art tools such as futures, options and volatility analysis.

Economic analysis serves as the base for PIMCO’s portfolio strategy. Annually, PIMCO investment professionals conduct a three-day secular forum, where long-term economic and market forces are

evaluated and portfolio strategies are set. Each quarter, the team meets to evaluate the current business cycle and develop shorter-term forecasts which are used to fine-tune the investment strategy. PIMCO’s fixed-income research efforts focus on identifying relative value and understanding the risks inherent in different portfolio structures, strategies and bond market sectors. Using proprietary analytics and bottom-up credit analysis, the portfolio managers select individual bonds based on recommendations from sector analysts who specialize in corporate, mortgage, high yield, government and international bonds.

The ideal investment exhibits many of the following traits:

•

It allows management to meet its overall portfolio positioning targets. Management typically invests in investment-grade securities but may invest up to 10% of the portfolio in securities that are below investment grade.

•

The investment has been independently analyzed by PIMCO. PIMCO does not rely solely on the credit ratings assigned by outside credit agencies.

•

Fund management deems that the security provides value relative to other securities within the same sector.

Portfolio management:

•

Is committed to seeking value across all bond market sectors.

•

Actively manages duration exposure, yield-curve position, volatility, sector allocation and security selection and takes only modest exposures in each of these areas relative to the market.

•

Normally hedges at least 75% of its foreign currency exposure.

•

Utilizes derivatives (futures, options, swap agreements) as substitutes for physical securities as a means of gaining more cost-effective exposure.

The investment team may sell securities when:

•

Securities individually no longer represent relative value.

•

Fund management makes a shift in its portfolio strategy (change in duration, yield curve positioning, sector strategy, etc.).

THE YEAR IN REVIEW

Fixed-income markets rallied sharply during the prior 12 months, surprising many investors. Bond yields fell globally as a result of this market movement. Gains occurred despite the gradual tapering, and eventually ending, of the U.S. Federal Reserve’s (Fed) third round of bond-buying (quantitative easing). The prior year was marked by geopolitical tension and diverging markets, both from an economic and policy standpoint. The period ended with U.S. GDP growth strong and more than reversing the weather-induced weakness from earlier in the year. The stronger pace of growth led to a surge in the U.S. Dollar versus its major trading partners. Overseas, central banks announced new easing measures which included the European Central Bank (ECB) introducing a negative deposit rate and a program to promote business lending.

For the fiscal year ended October 31, 2014, the AMG Managers Total Return Bond Fund returned 3.64%, compared with 4.14% for its benchmark, the Barclays U.S. Aggregate Bond Index. The Fund generated solid absolute returns but trailed its benchmark during the prior year. The Fund’s underweight to investment-grade corporate bonds, which outperformed like-duration Treasuries, contributed to the Fund’s relative underperformance. Offsetting those relative losses was exposure to Build America municipal bonds as spreads tightened in the first half of 2014, amid investor demand for attractive yields. While the Fund benefitted towards the end of 2013 by virtue of its underweight to U.S. duration as yields rose across the curve, this positioning detracted value in 2014 as yields declined across most maturities.

AMG Managers Total Return Bond Fund

Portfolio Manager’s Comments (continued)

LOOKING FORWARD

The key output from PIMCO’s annual secular forum is an economic framework they call The New Neutral, which reflects their expectations for low real policy rates and has important implications for global financial markets. Global Aggregate demand is still insufficient to absorb bountiful aggregate supply, five years after the financial crisis and despite extraordinary monetary policies. Total global debt outstanding remains at peak levels, and this, combined with subpar growth, is constraining central bankers and the process of policy normalization.

PIMCO expects the U.S. to continue to be a bright spot in the global economy, with growth of 2.5-3%.This growth is likely to be driven by acceleration in capital expenditures, as corporations experience additional pricing power and better expected returns of their investments.

Underlying this view, monetary policy remains supportive, as the Fed looks to reflate the U.S. economy. Given the overall muted level of U.S. growth, compared to historical recoveries, PIMCO anticipates that the Fed is likely to raise policy rates only gradually. PIMCO’s expectation is that the first rise in the federal funds rate will take place in mid-2015.

One implication is that the continued intervention by monetary policy authorities, balanced with moderate GDP growth and strong corporate balance sheets, provides support for investments in bonds that trade at a spread to Treasuries. Additionally, given that maturities have been pushed out for a couple of more years, PIMCO expects it to be some time before there is a catalyst for a change in the financial cycle.

PIMCO expects the Euro Zone economy to expand by 0.75%-1.25% over the next year, continuing its painfully slow climb out of a double-dip recession. Spain should benefit from recent reform efforts

and Germany’s economy faces fewer structural headwinds. Italy and France, on the other hand, have yet to enact the types of reforms necessary to raise potential growth rates.

PIMCO expects ECB will keep monetary policy exceptionally accommodative for an extended period of time as it combats deflationary forces arising from a combination of ongoing fiscal tightening and still-constrained credit conditions (particularly in periphery countries). Although the ECB has announced an array of measures to support the Euro Zone economy, including targeted long-term refinancing operations and purchases of asset-backed securities and covered bonds, PIMCO does not believe the central bank will be able to sufficiently pursue these measures to arrest the challenge of slow growth and a slide in inflation expectations. Therefore, PIMCO thinks some form of quantitative easing in Europe is likely during 2015. The growth differential between the U.S. and Europe may also lead to a strong U.S. Dollar versus the Euro over the cyclical horizon.

In Japan, PIMCO expects growth of 1.0%-1.5%, while the debate continues to how the economy will withstand the value-added tax hike. Given tepid economic growth elsewhere in the economy, coupled with the considerable drag from the recent tax hike, the Bank of Japan (BOJ) will be obligated to support economic growth over the next year. PIMCO’s forecast is predicated on continued balance sheet expansion for the BOJ this year and possibly into next year. This should keep the Yen weak versus the U.S. Dollar, supporting Japanese exports to an extent. PIMCO also believes a weaker Yen should support higher inflation expectations in the country.

PIMCO sees a more balanced global economy in the years ahead. The baton is being passed in part from China to the developed world, where China had been an important driver of global growth in the wake of the financial crisis. While much of the world was deleveraging, China was re-leveraging both in the official banking system and outside of it, in the so-called shadow banking system.

Recently this has begun to change. As China tries to transform its economy into one that depends less on credit expansion, economic growth will slow – just as growth slowed in the developed world amid deleveraging after the financial crisis.

Beyond China, the outlook for Emerging Market countries remains bifurcated. Mexico and India are showing increasingly positive signs of economic recovery on the back of reform measures, while other countries, such as Brazil and Russia, still rely on China to drive their economies.

PIMCO will emphasize diverse sources of potential return, beyond traditional interest rate duration:

•

Interest Rate Strategies- PIMCO plans to be largely underweight U.S. interest rate risk as PIMCO seeks more opportunities outside the United States, where business cycles may anchor rates for a considerable period. In Europe, PIMCO sees opportunities in sovereign debt in peripheral countries like Italy and Spain. PIMCO believes the ECB will keep monetary policy accommodative for an extended period of time as it combats deflationary forces arising from ongoing fiscal tightening and still-constrained credit conditions.

•

Mortgages- PIMCO maintains an underweight to Agency mortgage-backed securities (MBS), due to concerns about high valuation levels and effects of Fed tapering. PIMCO will hold and selectively add non-Agency MBS, as non-Agency mortgage credit continues to offer attractive loss-adjusted yields relative to other spread sectors.

•

Corporate Bonds- PIMCO will gradually add exposure to corporate credit, as market conditions permit. PIMCO views current economic conditions as reasonably benign from a credit perspective, as PIMCO does not anticipate a turn in

AMG Managers Total Return Bond Fund

Portfolio Manager’s Comments (continued)

liquidity or the credit cycle over the cyclical cycle over the cyclical horizon. PIMCO prefers companies that benefit from increased pricing power and industry consolidation, such as those in the energy, health care and housing-related sectors.

•

Emerging Markets- As the pace of economic growth in the developing world slows, PIMCO will remain selective in Emerging Market allocations. PIMCO currently sees Mexico as the most attractive opportunity, with solid fundamentals and high real interest rates.

•

Currency- Divergent central bank policies and economic growth are creating opportunities in the currency markets. This has led to opportunities to be long the U.S. Dollar, versus the Euro and Yen, which are still under pressure from aggressive central bank easing.

•

Municipals- PIMCO will hold tactical positions in taxable municipal bonds, as the sector offers attractive yields relative to similar Treasuries. PIMCO prefers revenue bonds, including taxable Build America bonds, to tax-backed general obligation bonds.

•

Treasury Inflation-Protected Securities(TIPS)- The Fund will continue to hold a position in TIPS. PIMCO believes that policymakers will ultimately be successful in raising inflation expectations and that longer-term inflation protection is attractively priced.

AMG Managers Total Return Bond Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE

The Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the AMG Managers Total Return Bond Fund on October 31, 2004, to a $10,000 investment made in the Barclays U.S. Aggregate Bond Index^® for the same time period. Performance for periods longer than one year is annualized. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

LOGO

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 October 31, 2014.


	One			Five			Ten
Average Annual Total Returns ¹	Year			Years			Years
AMG Managers Total Return Bond Fund^{2,3,4,5,6,7,8}		3.64	%		4.76	%		5.52	%
Barclays U.S. Aggregate Bond Index^®9		4.14	%		4.22	%		4.64	%

Distributed by AMG Distributors, Inc., member FINRA.

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 October 31, 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.

Fixed income funds are subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of 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 also 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 a greater 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 any time. 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.

AMG Managers Total Return Bond Fund

Fund Snapshots (unaudited)

October 31, 2014

PORTFOLIO BREAKDOWN


Category	AMG Managers Total Return Bond Fund**			Barclays U.S. Aggregate Bond Index^®
U.S. Government and Agency Obligations		42.6	%		39.1	%
Corporate Bonds and Notes		33.8	%		23.2	%
Foreign Government and Agency Obligations		8.0	%		6.1	%
Asset-Backed Securities		7.6	%		0.5	%
Mortgage-Backed Securities		5.6	%		31.1	%
Municipal Bonds		4.6	%		0.0	%
Bank Loan Obligations		0.7	%		0.0	%
Municipal Closed-End Bond Funds		0.6	%		0.0	%
Other Assets and Liabilities		(3.5	)%		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		36.3	%		68.0	%
Aaa		2.2	%		4.7	%
Aa		9.9	%		3.8	%
A		21.0	%		11.5	%
Baa		12.5	%		12.0	%
Ba & lower		18.1	%		0.0	%

TOP TEN HOLDINGS


Security Name	% of Net Assets
FNMA, 5.000%, TBA 30yr^*		7.4	%
U.S. Treasury Inflation Indexed Notes, 0.125%, 07/15/24		2.5
FNMA, 4.500%, TBA 30yr		2.4
U.S. Treasury Inflation Linked Notes, 2.375%, 01/15/25		2.0
FNMA, 3.000%, TBA 15yr		2.0
FHLMC Gold Pool, 4.000%, TBA 30yr		1.8
U.S. Treasury Inflation Protected Securities, 2.375%, 01/15/27		1.8
Brazil Letras do Tesouro Nacional, Notes, 12.205%, 10/01/15		1.8
Barclays Bank PLC, 0.537%, 05/01/15 (12/01/14)		1.6
U.S. Treasury Inflation Indexed Notes, 1.125%, 01/15/21		1.3

Top Ten as a Group		24.6	%

^*	Top Ten Holding at April 30, 2014.

^***	As a percentage of market value of fixed income securities. Chart does not include equity securities.

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments

October 31, 2014


	Principal Amount^†		Value
Asset-Backed Securities - 7.6%
Ally Auto Receivables Trust, Series 2014-1, Class A2, 0.480%, 02/15/17	$	9,700,000	$	9,706,606
Amortizing Residential Collateral Trust, Series 2002-BC4, 0.732%, 07/25/32 (11/25/14)¹		77,398		71,561
Asset Backed Securities Corp. Home Equity Loan Trust, Series 2005-HE5, Class M4, 1.052%, 06/25/35 (11/25/14)¹		3,300,000		2,738,558
Basic Asset Backed Securities Trust, Series 2006-1, Class A3, 0.462%, 04/25/36 (11/25/14)¹		3,886,000		3,380,952
Bear Stearns Asset Backed Securities I Trust, Series 2007-HE5, Class 1A2, 0.332%, 06/25/47 (11/25/14)¹		2,970,188		2,862,196
Countrywide Asset-Backed Certificates,
Series 2005-14, Class 3A3, 0.502%, 04/25/36 (11/25/14)¹		2,692,973		2,653,242
Series 2006-26, Class 2A3, 0.322%, 06/25/37 (11/25/14)¹		2,509,082		2,290,057
Series 2007-2, Class 2A2, 0.252%, 08/25/37 (11/25/14)¹		6,388,244		6,340,939
EFS Volunteer No. 2 LLC, Series 2012-1, Class A1, 1.035%, 07/26/27 (11/25/14) (a)¹		1,291,703		1,302,261
EMC Mortgage Loan Trust, Series 2001-A, Class A, 0.892%, 05/25/40 (11/25/14) (a)¹		456,383		414,530
First NLC Trust, Series 2007-1, Class A1, 0.222%, 08/25/37 (11/25/14) (a)¹		597,615		334,871
Fremont Home Loan Trust, Series 2006-E, Class 2A1, 0.212%, 01/25/37 (11/25/14)¹		35,796		17,536
GSAMP Trust, Series 2005-HE1, Class M2, 1.472%, 12/25/34 (11/25/14)¹		2,081,154		1,541,438
HSI Asset Securitization Corp. Trust, Series 2005-I1, Class 2A4, 0.542%, 11/25/35 (11/25/14)¹		200,000		142,657
Hyundai Auto Lease Securitization Trust, Series 2014-B, Class A1, 0.200%, 07/15/15 (a)		4,185,716		4,185,791
JP Morgan Mortgage Acquisition Trust, Series 2006-NC1, Class A4, 0.325%, 04/25/36 (11/25/14)¹		2,652,913		2,608,313
Long Beach Mortgage Loan Trust, Series 2004-4, Class 1A1, 0.712%, 10/25/34 (11/25/14)¹		55,661		50,660
Merrill Lynch Mortgage Investors Trust, Series 2005-FM1, Class M1, 0.632%, 05/25/36 (11/25/14)¹		2,832,000		2,533,762
Morgan Stanley ABS Capital I, Inc. Trust, Series 2005-HE4, Class M2, 0.622%, 07/25/35 (11/25/14)¹		3,000,000		2,764,689
Morgan Stanley IXIS Real Estate Capital Trust, Series 2006-2, Class A1, 0.202%, 11/25/36 (11/25/14)¹		10,700		6,033
Park Place Securities, Inc., Series 2005-WCW1, Class A1B, 0.412%, 09/25/35 (11/25/14)¹		887,255		883,552
Residential Asset Mortgage Products, Inc., Series 2005-EFC6, Class M2, 0.582%, 11/25/35 (11/25/14)¹		3,800,000		3,220,838
Residential Asset Securities Corporation,
Series 2006-EMX2, Class A2, 0.352%, 02/25/36 (11/25/14)¹		191,365		188,931
Series 2006-KS4, Class M1, 0.432%, 06/25/36 (11/25/14)¹		6,000,000		4,732,488
Securitized Asset Backed Receivables LLC, Series 2007-HE1, Class A2A, 0.212%, 12/25/36 (11/25/14)¹		428,940		157,677
Small Business Administration Participation Certificates,
Series 2003-20I, Class 1, 5.130%, 09/01/23		31,803		34,494
Series 2007-20K, Class 1, 5.510%, 11/01/27		2,395,906		2,687,104
Series 2008-10E, Class 1, 5.110%, 09/01/18		694,182		730,880
Series 2008-20I, Class 1, 5.600%, 09/01/28		5,336,663		5,977,611
Series 2009-20E, Class 1, 4.430%, 05/01/29		3,394,727		3,690,855
Structured Asset Securities Corp. Mortgage Loan Trust, Series 2007-MN1A, Class A1, 0.382%, 01/25/37 (11/25/14) (a)^1,2		5,716,241		3,762,087
Structured Asset Securities Corp. Mortgage Pass-Through Certificates, Series 2002-HF1, Class A, 0.732%, 01/25/33 (11/25/14)¹		38,412		35,886
Total Asset-Backed Securities (cost $70,893,561)				72,049,055
Bank Loan Obligations - 0.7%
Chrysler Group LLC, 3.500%, 05/24/17 (01/28/15)¹(cost $6,297,559)		6,283,763		6,257,578

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
Corporate Bonds and Notes - 33.8%
Financials - 22.2%
Ally Financial, Inc.,
2.750%, 01/30/17		$	1,000,000	$	1,003,700
2.911%, 07/18/16 (01/20/15)^1,3			1,900,000		1,923,969
3.500%, 07/18/16			900,000		916,650
5.500%, 02/15/17			3,300,000		3,518,460
7.500%, 09/15/20			799,000		952,807
8.300%, 02/12/15			800,000		815,000
Series 8, 6.750%, 12/01/14			3,900,000		3,916,575
American International Group, Inc.,
5.050%, 10/01/15			400,000		415,974
6.250%, 03/15/37			800,000		889,424
MTN, 5.600%, 10/18/16			800,000		869,027
Banco Popular Espanol, S.A., Series EMTN, 11.500%, 10/29/49^3,4,5	EUR		700,000		1,005,495
Banco Santander Brasil, S.A., 4.500%, 04/06/15 (a)			200,000		202,924
Banco Santander, S.A., 6.250%, 09/11/49^4,5	EUR		3,300,000		4,006,159
Bank of America Corp.,
4.500%, 04/01/15			10,000,000		10,162,620
6.500%, 08/01/16			2,800,000		3,054,542
6.500%, 07/15/18			5,000,000		5,723,525
GMTN, 6.400%, 08/28/17			3,400,000		3,832,834
Bank of America NA, 0.534%, 06/15/17 (12/15/14)¹			3,500,000		3,476,214
Bank of Montreal, 0.196%, 12/08/14 (12/08/14)¹			5,500,000		5,500,325
Barclays Bank PLC,
0.537%, 05/01/15 (12/01/14)¹			15,300,000		15,299,633
7.625%, 11/21/22			2,900,000		3,164,625
7.750%, 04/10/23⁴			4,200,000		4,609,500
BB&T Corp., MTN, 1.094%, 06/15/18 (12/15/14)¹			3,600,000		3,655,987
BBVA Bancomer, S.A.,
4.500%, 03/10/16 (a)			500,000		523,750
6.500%, 03/10/21 (a)			900,000		1,003,500
The Bear Stearns Cos. LLC, 5.300%, 10/30/15			2,400,000		2,510,731
BPCE, S.A., 0.801%, 11/18/16 (11/18/14)¹			7,300,000		7,318,403
CaixaBank, S.A., 3.250%, 10/05/15	EUR		700,000		901,939
CIT Group, Inc., 4.750%, 02/15/15 (a)			1,900,000		1,917,813
Citigroup, Inc.,
6.125%, 08/25/36			3,200,000		3,780,906
MTN, 0.752%, 05/01/17 (02/02/15)^1,3			7,500,000		7,508,318

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
Financials - 22.2% (continued)
Cooperatieve Centrale Raiffeisen-Boerenleenbank,
0.515%, 11/23/16 (11/23/14)¹		$	5,800,000	$	5,806,786
0.563%, 04/28/17 (01/28/15)^1,3			2,800,000		2,800,330
Credit Agricole, S.A., 6.500%, 04/29/49^4,5	EUR		900,000		1,150,253
Credit Suisse,
GMTN, 0.725%, 05/26/17 (11/26/14)¹			2,000,000		2,005,832
Series YCD, 0.465%, 03/17/15 (12/17/14)¹			800,000		800,013
Eksportfinans ASA, 3.000%, 11/17/14³			3,955,000		3,959,331
Ford Motor Credit Co. LLC,
1.008%, 01/17/17 (01/20/15)¹			10,500,000		10,567,567
2.750%, 05/15/15			1,100,000		1,111,096
3.875%, 01/15/15			4,700,000		4,729,737
7.000%, 04/15/15			1,400,000		1,438,676
MTN, 0.682%, 11/08/16 (02/09/15)¹			3,800,000		3,801,132
The Goldman Sachs Group, Inc.,
0.683%, 03/22/16 (12/22/14)¹			5,500,000		5,496,221
0.730%, 01/12/15 (01/12/15)¹			1,800,000		1,800,441
International Lease Finance Corp.,
4.875%, 04/01/15			700,000		709,520
5.750%, 05/15/16			300,000		313,313
6.750%, 09/01/16 (a)			800,000		852,000
JPMorgan Chase & Co.,
3.150%, 07/05/16			292,000		302,101
MTN, 0.784%, 04/25/18 (01/26/15)¹			2,000,000		2,002,388
JPMorgan Chase Bank, NA,
0.564%, 06/13/16 (12/15/14)¹			1,300,000		1,296,851
0.770%, 05/31/17⁴	EUR		900,000		1,128,680
KBC Bank NV, 8.000%, 01/25/23⁴			2,600,000		2,896,933
LBG Capital No. 1 PLC, 8.500%, 12/29/49 (a)^4,5			400,000		446,356
LBG Capital No.2 PLC, Series 21, 15.000%, 12/21/19³	GBP		2,900,000		6,494,753
Lloyds Banking Group PLC, 7.625%, 12/29/49^4,5	GBP		1,700,000		2,751,690
Morgan Stanley, MTN, 6.000%, 04/28/15			1,100,000		1,128,512
Nationwide Building Society, 6.250%, 02/25/20 (a)			1,800,000		2,120,276
Navient Corp., MTN, 6.250%, 01/25/16			300,000		312,750
Principal Life Global Funding II, 1.200%, 05/19/17 (a)			4,500,000		4,483,377
Qatari Diar Finance QSC, 3.500%, 07/21/15			900,000		918,450
The Royal Bank of Scotland Group PLC, 6.990%, 10/29/49 (a)^4,5			2,600,000		2,964,000
Sberbank of Russia Via SB Capital, S.A., Series 4, 5.499%, 07/07/15			500,000		508,655
Standard Chartered PLC, 3.850%, 04/27/15 (a)			3,800,000		3,859,421
State Bank of India, 4.500%, 07/27/15 (a)			2,900,000		2,970,635

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
Financials - 22.2% (continued)
Stone Street Trust, 5.902%, 12/15/15 (a)		$	2,800,000	$	2,928,257
Sumitomo Mitsui Banking Corp., 0.602%, 05/02/17 (02/02/15)¹			11,700,000		11,701,451
UBS AG, 7.625%, 08/17/22			2,000,000		2,363,872
VTB Bank OJSC Via VTB Capital, S.A., 6.465%, 03/04/15 (a)²			1,800,000		1,812,780
Wells Fargo & Co., Series K, 7.980%, 03/29/49^4,5			1,600,000		1,771,499
Total Financials					208,887,264
Industrials - 10.1%
Apple, Inc., 2.850%, 05/06/21			200,000		203,188
BellSouth Corp., 4.182%, 04/26/15 (a)²			10,700,000		10,869,381
BMW US Capital LLC, EMTN, 0.574%, 06/02/17 (12/02/14)^1,2			10,600,000		10,616,960
ConAgra Foods, Inc., 0.601%, 07/21/16 (01/21/15)¹			5,900,000		5,899,469
Corp. Nacional del Cobre de Chile, 7.500%, 01/15/19 (a)³			1,200,000		1,449,232
Covidien International Finance S.A., 1.350%, 05/29/15			5,000,000		5,024,455
Daimler Finance North America LLC, 1.300%, 07/31/15 (a)			5,800,000		5,833,170
Gazprom OAO Via Gaz Capital, S.A.,
5.092%, 11/29/15 (a)			500,000		508,865
5.875%, 06/01/15	EUR		900,000		1,147,254
Hellenic Railways Organization, S.A.,
4.028%, 03/17/17	EUR		4,100,000		4,911,841
Series 3BR, 4.500%, 12/06/16	JPY		91,600,000		772,112
Hewlett-Packard Co., 2.350%, 03/15/15			1,300,000		1,307,927
Petrobras International Finance Co.,
3.875%, 01/27/16			3,300,000		3,372,098
5.875%, 03/01/18			2,300,000		2,477,629
Petroleos Mexicanos, 8.000%, 05/03/19			1,200,000		1,463,880
Ras Laffan Liquefied Natural Gas Co., Ltd., 5.298%, 09/30/20 (a)			557,460		604,844
Rohm & Haas Co., 6.000%, 09/15/17			316,000		353,613
Schaeffler Holding Finance BV,
5.750%, 11/15/21 (a)⁶	EUR		900,000		1,168,718
6.250%, 11/15/19 (a)^2,6			600,000		624,000
Statoil A.S.A, 0.692%, 11/08/18 (02/09/15)¹			6,800,000		6,844,479
Targa Resources Partners LP / Targa Resources Partners Finance Corp., 4.125%, 11/15/19 (a)			1,100,000		1,119,250
TCM Sub LLC, 3.550%, 01/15/15 (a)²			11,600,000		11,665,911
Tesoro Logistics LP / Tesoro Logistics Finance Corp.,
5.500%, 10/15/19 (a)			200,000		206,000
6.250%, 10/15/22 (a)			600,000		622,500
Time Warner, Inc.,
3.150%, 07/15/15			4,400,000		4,479,464
5.875%, 11/15/16			1,200,000		1,313,820

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
Industrials - 10.1% (continued)
UAL 2009-1 Pass Through Trust, 10.400%, 11/01/16		$	196,755	$	217,414
Verizon Communications, Inc.,
1.984%, 09/14/18 (12/14/14)¹			500,000		523,670
2.500%, 09/15/16			700,000		721,012
3.000%, 11/01/21			800,000		795,110
3.500%, 11/01/24			3,800,000		3,747,948
3.650%, 09/14/18			1,800,000		1,904,661
Xerox Business Services LLC, 5.200%, 06/01/15			2,500,000		2,562,947
Total Industrials					95,332,822
Utilities - 1.5%
Constellation Energy Group, Inc., 4.550%, 06/15/15			5,600,000		5,727,204
Dynegy Finance I, Inc. / Dynegy Finance II, Inc.,
6.750%, 11/01/19 (a)			3,800,000		3,937,750
7.375%, 11/01/22 (a)			900,000		952,875
7.625%, 11/01/24 (a)			500,000		530,625
Entergy Corp., 3.625%, 09/15/15			2,200,000		2,247,835
Majapahit Holding, B.V., 7.750%, 01/20/20			700,000		818,125
Total Utilities					14,214,414
Total Corporate Bonds and Notes (cost $314,262,970)					318,434,500
Foreign Government and Agency Obligations - 8.0%
Autonomous Community of Valencia Spain Notes, EMTN, 4.375%, 07/16/15	EUR		400,000		514,417
Banco Nacional de Desenvolvimento Economico e Social,
Notes, 3.375%, 09/26/16 (a)			400,000		409,500
Notes, 4.125%, 09/15/17 (a)	EUR		400,000		529,543
Brazil Letras do Tesouro Nacional,
Notes, 11.690%, 04/01/15⁷	BRL		6,000,000		2,313,747
Notes, 12.205%, 10/01/15⁷	BRL		45,550,000		16,560,795
Notes, 12.305%, 07/01/18⁷	BRL		5,800,000		1,528,621
Notes, 12.355%, 01/01/17⁷	BRL		3,000,000		942,594
Italy Buoni Poliennali Del Tesoro,
Notes, 1.150%, 05/15/17	EUR		6,300,000		7,973,350
Notes, 4.750%, 06/01/17	EUR		2,500,000		3,448,856
Italy Certificati di Credito del Tesoro Notes, 0.621%, 04/29/16⁷	EUR		5,100,000		6,332,330
The Korea Development Bank Notes, 4.375%, 08/10/15			3,500,000		3,598,991
Korea Finance Corp. Notes, 3.250%, 09/20/16			800,000		830,494
Korea Housing Finance Corp. Notes, 4.125%, 12/15/15 (a)			500,000		517,064
Mexican Bonos Notes, Series MI10, 9.500%, 12/18/14	MXN		155,000,000		11,614,367

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
Foreign Government and Agency Obligations - 8.0% (continued)
Ontario Bonds, Province of,
3.150%, 06/02/22	CAD		600,000	$	552,737
4.000%, 06/02/21	CAD		2,200,000		2,143,314
Ontario Notes, Province of, 1.650%, 09/27/19			1,100,000		1,085,381
Quebec Bonds, Province of,
3.500%, 07/29/20			500,000		536,925
3.500%, 12/01/22	CAD		900,000		843,351
4.250%, 12/01/21	CAD		2,600,000		2,566,065
Spain Government,
Bonds, 2.750%, 10/31/24 (a)	EUR		5,100,000		6,780,963
Notes, 2.100%, 04/30/17	EUR		1,700,000		2,206,231
Notes, 3.250%, 04/30/16	EUR		1,200,000		1,566,224
Total Foreign Government and Agency Obligations (cost $79,814,590)					75,395,860
Mortgage-Backed Securities - 5.6%
American Home Mortgage Investment Trust, Series 2004-4, Class 4A, 2.329%, 02/25/45 (12/25/14)¹			384,199		383,952
Arran Residential Mortgages Funding PLC, Series 2010-1A, Class A2B, 1.598%, 05/16/47 (11/17/14) (a)¹	EUR		1,150,230		1,455,002
Bank of America Funding Corp., Series 2005-D, Class A1, 2.629%, 05/25/35 (12/25/14)¹			395,126		404,370
Bear Stearns Adjustable Rate Mortgage Trust,
Series 2000-2, Class A1, 2.747%, 11/25/30 (12/25/14)¹			9,836		9,380
Series 2002-11, Class 1A1, 2.354%, 02/25/33 (12/25/14)¹			8,536		8,219
Series 2003-1, Class 6A1, 2.504%, 04/25/33 (12/25/14)¹			189,804		191,600
Series 2005-2, Class A1, 2.580%, 03/25/35 (12/25/14)¹			4,708,338		4,766,212
Series 2005-2, Class A2, 2.528%, 03/25/35 (12/25/14)¹			2,261,117		2,287,345
Series 2005-5, Class A2, 2.260%, 08/25/35 (12/25/14)¹			4,322,727		4,351,149
Series 2005-12, Class 13A1, 5.422%, 02/25/36 (12/25/14)¹			148,641		134,297
Bear Stearns Alt-A Trust,
Series 2005-4, Class 23A1, 2.551%, 05/25/35 (12/25/14)¹			1,068,092		1,029,031
Series 2005-7, Class 22A1, 2.649%, 09/25/35 (12/25/14)¹			536,447		445,028
Bear Stearns Commercial Mortgage Securities Trust, Series 2007-PW18, Class A4, 5.700%, 06/11/50			2,800,000		3,075,944
CIFC Funding, Ltd., Series 2012-1AR, Class A1R, 1.382%, 08/14/24 (11/14/14) (a)¹			4,800,000		4,786,080
Citigroup Mortgage Loan Trust, Inc.,
Series 2005-6, Class A1, 2.200%, 09/25/35 (12/25/14)¹			3,230,834		3,226,046
Series 2005-11, Class A2A, 2.510%, 10/25/35 (12/25/14)¹			206,544		204,772
Countrywide Alternative Loan Trust, Series 2007-OA7, Class A1A, 0.332%, 05/25/47 (11/25/14)¹			1,003,772		843,846
Countrywide Home Loans, Inc., Series 2005-HYB9, Class 3A2A, 2.313%, 02/20/36 (12/20/14)¹			245,132		223,812
CSMC, Series 2010-18R, Class 4A4, 2.467%, 04/26/38 (a)⁴			1,200,000		1,172,286
Eurohome UK Mortgages PLC, Series 2007-1, Class A, 0.713%, 06/15/44 (12/15/14)¹	GBP		1,642,786		2,500,444
GSR Mortgage Loan Trust, Series 2005-AR7, Class 6A1, 4.989%, 11/25/35 (12/25/14)¹			508,362		501,491
IndyMac INDX Mortgage Loan Trust, Series 2005-AR31, Class, 2.350%, 01/25/36 (12/25/14)¹			1,276,437		1,045,105
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP9, Class A3, 5.336%, 05/15/47			2,069,845		2,213,947

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
Mortgage-Backed Securities - 5.6% (continued)
JPMorgan Mortgage Trust, Series 2005-A1, Class 6T1, 2.640%, 02/25/35 (12/25/14)¹		$	180,075	$	177,167
Merrill Lynch Mortgage Investors Trust,
Series MLCC 2005-3, Class 4A, 0.402%, 11/25/35 (11/25/14)¹			105,990		100,636
Series MLMI 2005-A10, Class A, 0.362%, 02/25/36 (11/25/14)¹			615,417		567,996
Opteum Mortgage Acceptance Corp. Asset Backed Pass-Through Certificates, Series 2005-5, Class 1APT, 0.432%, 12/25/35 (11/25/14)¹			1,947,695		1,747,278
Prime Mortgage Trust,
Series 2004-CL1, Class 1A2, 0.552%, 02/25/34 (11/25/14)¹			79,624		75,245
Series 2004-CL1, Class 2A2, 0.552%, 02/25/19 (11/25/14)¹			681		670
Residential Asset Securitization Trust, Series 2006-A7CB, Class 3A1, 6.500%, 07/25/36			5,148,775		3,488,825
Silenus European Loan Conduit No. 25, Ltd., Class A, 0.348%, 05/15/19 (11/17/14)¹	EUR		31,059		38,473
Structured Asset Mortgage Investments II Trust,
Series 2005-AR5, Class A2, 0.407%, 07/19/35 (11/19/14)¹			552,725		535,947
Series 2006-AR3, Class 11A1, 0.362%, 04/25/36 (11/25/14)¹			633,983		470,337
Series 2007-AR4, Class A3, 0.372%, 09/25/47 (11/25/14)¹			3,200,000		2,525,469
Structured Asset Mortgage Investments Trust, Series 2002-AR3, Class A1, 0.817%, 09/19/32 (11/19/14)¹			188,438		184,011
Structured Asset Securities Corp.,
Series 2001-21A, Class 1A1, 2.217%, 01/25/32 (12/25/14)¹			10,307		10,018
Series 2006-11, Class A1, 2.606%, 10/28/35 (12/28/14) (a)¹			273,228		260,614
Wachovia Bank Commercial Mortgage Trust, Series 2007-WHL8, Class A1, 0.233%, 06/15/20 (11/15/14) (a)¹			233,103		232,561
WaMu Mortgage Pass-Through Certificates,
Series 2002-AR17, Class 1A, 1.315%, 11/25/42 (12/25/14)¹			97,846		95,283
Series 2005-AR13, Class A1A1, 0.442%, 10/25/45 (11/25/14)¹			217,375		209,318
Series 2007-OA6, Class 1A, 0.925%, 07/25/47 (12/25/14)¹			6,453,014		5,518,618
Washington Mutual MSC Mortgage Pass-Through, Series 2002-AR1, Class 2A2, 1.770%, 02/25/31 (12/25/14)¹			1,496		1,497
Wells Fargo Mortgage Backed Securities Trust, Series 2006-AR2, Class 2A1, 2.615%, 03/25/36⁴			1,003,732		1,001,926
Total Mortgage-Backed Securities (cost $52,249,794)					52,501,247
Municipal Bonds - 4.6%
American Municipal Power, Inc., Combined Hydroelectric Projects Revenue, Taxable Build America, 8.084%, 02/15/50			1,000,000		1,563,810
California Infrastructure & Economic Development Bank Revenue, UCSF Neurosciences Building 19A, Taxable Build America, 6.486%, 05/15/49			1,000,000		1,198,180
California State General Obligation, Build America Bonds, 7.500%, 04/01/34			1,300,000		1,875,965
California State General Obligation, Build America Bonds, 7.550%, 04/01/39			1,300,000		1,953,705
California State General Obligation, Build America Bonds, 7.600%, 11/01/40			1,000,000		1,519,480
California State General Obligation, Build America Bonds, 7.950%, 03/01/36			1,100,000		1,361,217
California State University Systemwide Revenue, Build America Bonds, 6.434%, 11/01/30			700,000		863,114
Calleguas-Las Virgenes, CA Public Financing Authority Water Revenue, Calleguas Municipal Water District, Taxable Build America, 5.944%, 07/01/40			1,000,000		1,173,800
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Pension Funding, 6.300%, 12/01/21			100,000		109,091

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount^†		Value
Municipal Bonds - 4.6% (continued)
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Pension Funding, 6.899%, 12/01/40	$	1,600,000	$	1,983,696
Chicago, IL Transit Authority, Sales & Transfer Tax Receipts Revenue, Retiree Health Care, 6.899%, 12/01/40		1,700,000		2,107,677
Clark County, NV Airport Revenue, Taxable Direct Payment Build America, 6.820%, 07/01/45		800,000		1,130,624
Illinois Municipal Electric Agency Power Supply System Revenue, 6.832%, 02/01/35		800,000		965,496
Los Angeles County Public Works Financing Authority Revenue, Multiple Capital Projects I, 7.488%, 08/01/33		200,000		261,238
Los Angeles County Public Works Financing Authority Revenue, Multiple Capital Projects I, 7.618%, 08/01/40		300,000		425,787
Los Angeles, CA Unified School District General Obligation, Taxable Build America, 6.758%, 07/01/34		4,000,000		5,405,600
Los Angeles, CA Wastewater System Revenue, 5.713%, 06/01/39		1,000,000		1,252,170
New Jersey State Turnpike Authority Revenue, 7.102%, 01/01/41		800,000		1,134,168
New York City Municipal Finance Authority Revenue, Water and Sewer System General Resolution, Taxable Bond America, 5.724%, 06/15/42		5,000,000		6,315,000
New York City Municipal Finance Authority Revenue, Water and Sewer System Second General Resolution, Taxable Bond America, 5.882%, 06/15/44		700,000		906,745
New York City Municipal Finance Authority Revenue, Water and Sewer System Second General Resolution, Taxable Bond America, 6.282%, 06/15/42		1,100,000		1,278,101
New York Liberty Development Corp., 5.750%, 11/15/51		1,000,000		1,162,070
North Carolina Turnpike Authority State Annual Appropriation Revenue, Triangle Expressway System, Taxable Build America, 6.700%, 01/01/39		900,000		1,020,078
Public Power Generation Agency Revenue, Whelan Energy Center Unit 2, Taxable Build America, 7.242%, 01/01/41		1,200,000		1,368,708
San Francisco Bay Area Toll Authority Subordinate Toll Bridge Revenue, 7.043%, 04/01/50		900,000		1,304,928
Truckee Meadows Water Authority Revenue, 5.000%, 07/01/36 (NATL-RE)⁸		200,000		205,506
University of California General Revenue, Taxable Build America, 6.270%, 05/15/31		2,500,000		2,823,125
University of California Medical Center Regents Revenue, 6.398%, 05/15/31		200,000		241,718
University of California Medical Center Regents Revenue, 6.548%, 05/15/48		300,000		395,838
Total Municipal Bonds (cost $33,792,510)				43,306,635

	Shares
Municipal Closed-End Bond Funds - 0.6%
Deutsche Municipal, Income Trust³		55,000		744,700
Dreyfus Municipal Income, Inc.		37,500		355,875
Invesco Advantage Municipal Income Trust II		61,796		719,305
Invesco Trust for Investment Grade Municipals		55,000		725,450
MFS Municipal Income Trust		53,800		351,314
Nuveen Performance Plus Municipal Fund		55,000		803,550
Nuveen Premium Income Municipal Fund II		55,000		770,000
Nuveen Premium Income Municipal Fund IV		55,000		731,500
Nuveen Quality Income Municipal Fund³		36,585		510,727
Total Municipal Closed-End Bond Funds (cost $5,887,563)				5,712,421

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount^†		Value
U.S. Government and Agency Obligations - 42.6%
Federal Home Loan Mortgage Corporation - 4.6%
FHLMC,
0.875%, 03/07/18	$	600,000	$	593,015
1.250%, 08/01/19 to 10/02/19³		5,600,000		5,472,001
2.448%, 11/01/34 (01/15/15)¹		888,981		955,402
2.533%, 07/01/30 (01/15/15)¹		1,636		1,704
3.750%, 03/27/19		1,000,000		1,090,192
5.128%, 08/01/35 (01/15/15)¹		35,450		37,523
FHLMC Gold Pool,
4.000%, TBA 30yr,⁹		16,000,000		16,975,000
4.500%, 06/01/23		29,071		31,501
4.500%, TBA 30yr,⁹		3,000,000		3,249,844
5.500%, 11/01/26 to 05/01/40		7,004,665		7,822,809
6.000%, 02/01/16 to 11/01/37		4,167,488		4,705,343
6.500%, 01/01/26		14,004		15,882
FHLMC REMICS,
0.653%, 09/15/30 (11/15/14)¹		18,090		18,352
6.500%, 08/15/31		2,171,138		2,440,587
7.000%, 11/15/20		9,598		10,236
7.500%, 08/15/30		135,563		157,045
FHLMC Structured Pass Through Securities, 1.308%, 02/25/45 (12/25/14)¹		101,672		104,160
Total Federal Home Loan Mortgage Corporation				43,680,596
Federal National Mortgage Association - 23.8%
FNMA,
0.875%, 02/08/18 to 05/21/18		2,600,000		2,569,753
1.316%, 07/01/44 (12/25/14)¹		111,797		114,248
1.875%, 09/18/18		300,000		305,197
2.038%, 09/01/35 (12/25/14)¹		509,239		537,446
2.310%, 08/01/22		1,800,000		1,776,013
2.340%, 06/01/35 (12/25/14)¹		1,436,213		1,545,921
2.870%, 09/01/27		1,100,000		1,074,522
3.000%, TBA 15yr,⁹		18,000,000		18,669,376
3.269%, 05/01/36 (12/25/14)¹		628,757		659,934
3.330%, 11/01/21		94,988		100,401
3.500%, TBA 15yr,⁹		7,000,000		7,396,482
3.799%, 05/01/36 (12/25/14)¹		287,138		301,210
4.000%, 07/01/18 to 10/01/31		19,510,760		20,820,029

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)


	Principal Amount^†		Value
Federal National Mortgage Association - 23.8% (continued)
FNMA,
4.000%, TBA 30yr,⁹	$	2,000,000	$	2,123,594
4.500%, 03/01/18 to 05/01/42		11,921,333		12,861,109
4.500%, TBA 30yr,⁹		21,000,000		22,716,094
5.000%, 10/01/23 to 03/01/41		5,278,438		5,853,310
5.000%, TBA 30yr,⁹		63,000,000		69,767,577
5.136%, 05/01/35 (12/25/14)¹		57,780		61,857
5.500%, 11/01/17 to 07/01/41		13,943,486		15,598,972
5.500%, TBA 30yr,⁹		11,000,000		12,285,715
6.000%, 05/01/16 to 05/01/41		16,091,196		18,213,286
6.000%, TBA 30yr,⁹		7,000,000		7,914,709
6.500%, 11/01/35		51,874		58,923
FNMA REMICS,
0.212%, 12/25/36 (11/25/14)¹		202,887		198,319
2.196%, 05/25/35 (12/25/14)¹		115,851		119,214
5.000%, 04/25/33		762,401		831,972
7.200%, 05/25/23		300,410		336,463
FNMA Whole Loan, 5.871%, 12/25/42⁴		186,822		210,750
Total Federal National Mortgage Association				225,022,396
Government National Mortgage Association - 0.9%
GNMA,
1.625%, 03/20/24 to 11/20/29 (12/20/14)¹		230,733		238,001
2.000%, 04/20/21 (12/20/14)¹		4,074		4,180
5.000%, 07/15/34 to 12/15/41		6,264,948		6,926,069
6.500%, 06/20/28		350,692		390,434
6.750%, 10/16/40⁴		835,969		935,841
Total Government National Mortgage Association				8,494,525
U.S. Government Obligations - 13.3%
U.S. Treasury Bonds, 3.125%, 08/15/44		11,100,000		11,238,750
U.S. Treasury Inflation Indexed Bonds, 3.625%, 04/15/28		147,058		203,503
U.S. Treasury Inflation Indexed Notes,
0.125%, 01/15/22 to 07/15/24^10,11		29,624,712		28,928,710
0.625%, 07/15/21¹⁰		7,176,176		7,383,611
1.125%, 01/15/21¹⁰		12,069,141		12,762,175
1.250%, 07/15/20¹⁰		545,320		582,938
U.S. Treasury Inflation Linked Notes, 2.375%, 01/15/25		15,962,276		18,953,958
U.S. Treasury Inflation Protected Securities, 1.750%, 01/15/28		681,210		774,876

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

AMG Managers Total Return Bond Fund

Schedule of Portfolio Investments (continued)


		Principal Amount^†		Value
U.S. Government Obligations - 13.3% (continued)
U.S. Treasury Inflation Protected Securities,
2.000%, 01/15/26		$	8,987,850	$	10,400,632
2.375%, 01/15/27			13,799,448		16,642,355
2.500%, 01/15/29			3,766,656		4,695,668
3.875%, 04/15/29			1,736,220		2,498,257
U.S. Treasury Notes,
0.125%, 04/30/15			1,000,000		1,000,156
0.625%, 08/31/17^10,11			1,600,000		1,587,750
2.375%, 08/15/24			7,400,000		7,429,482
Total U.S. Government Obligations					125,082,821
Total U.S. Government and Agency Obligations (cost $397,123,735)					402,280,338
Short-Term Investments - 4.9%
Japan Treasury Bills - 2.9%
Japan Treasury Discount Bills, 0.012%, 12/15/14⁷	JPY		3,060,000,000		27,242,540
Repurchase Agreements - 1.9%
Cantor Fitzgerald Securities, Inc., dated 10/31/14, due 11/03/14, 0.130%, total to be received $2,302,168 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.500%, 01/01/15 - 09/20/64, totaling $2,348,186)¹²			2,302,143		2,302,143
Citigroup Global Markets, Inc., dated 10/31/14, due 11/03/14, 0.100%, total to be received $484,570 (collateralized by various U.S. Government Agency Obligations, 0.000% - 8.750%, 10/31/16 - 02/15/41, totaling $494,257)¹²			484,566		484,566
Citigroup Global Markets, Inc., dated 10/31/14, due 11/03/14, 0.160%, total to be received $8,300,111 (collateralized by $8,365,599 U.S. Treasury Notes, 2.250%, 04/30/21)			8,300,000		8,300,000
Daiwa Capital Markets America, dated 10/31/14, due 11/03/14, 0.150%, total to be received $2,302,172 (collateralized by various U.S. Government Agency Obligations, 0.000% - 8.000%, 09/24/15 - 03/01/48, totaling $2,348,187)¹²			2,302,143		2,302,143
Nomura Securities International, Inc., dated 10/31/14, due 11/03/14, 0.110%, total to be received $2,302,164 (collateralized by various U.S. Government Agency Obligations, 0.000% - 7.250%, 11/03/14 -11/01/44 totaling $2,348,186)¹²			2,302,143		2,302,143
State of Wisconsin Investment Board, dated 10/31/14, due 11/03/14, 0.150%, total to be received $2,302,172 (collateralized by various U.S. Government Agency Obligations, 0.125% - 2.500%, 04/15/16 - 01/15/29, totaling $2,351,215)¹²			2,302,143		2,302,143
Total Repurchase Agreements					17,993,138

		Shares
Other Investment Companies - 0.1%¹³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.060%			1,129,301		1,129,301
Total Short-Term Investments (cost $47,684,435)					46,364,979
Total Investments - 108.4% (cost $1,008,006,717)					1,022,302,613
Other Assets, less Liabilities - (8.4)%					(79,346,471	)
Net Assets - 100.0%				$	942,956,142

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

Notes to Schedule of Portfolio Investments

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 $1,009,113,041 for federal income tax purposes at October 31, 2014, the aggregate gross unrealized appreciation and depreciation were $24,328,816 and $11,139,244, respectively, resulting in net unrealized appreciation of investments of $13,189,572.

†	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 October 31, 2014, the value of these securities amounted to $92,321,363, or 9.8% of net assets.

¹	Floating Rate Security. The rate listed is as of October 31, 2014. Date in parentheses represents the security’s next coupon rate reset.

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 October 31, 2014, amounted to $39,351,119, or 4.2% of net assets.

³	Some or all of these securities, amounting to a market value of $9,403,611, or 1.0% of net assets, were out on loan to various brokers.

⁴	Variable Rate Security. The rate listed is as of October 31, 2014, and is periodically reset subject to terms and conditions set forth in the debenture.

⁵	Perpetuity Bond. The date shown is the final call date.

⁶	Payment-in-Kind Security: The security may pay interest/dividends in additional par/shares and/or in cash. Rates shown are the current rate and possible payment rates.

⁷	Represents yield to maturity at October 31, 2014.

⁸	Securities in the portfolio backed by insurance of financial institutions and financial guaranty assurance agencies amounted to $205,506, or 0.02% of net assets.

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

¹⁰	Some or all of this security is held with brokers as collateral for swap contracts, amounting to a market value of $7,828,702, or 0.8% of net assets.

¹¹	Some or all of this security is held with brokers as collateral for futures contracts, amounting to a market value of $4,104,953, or 0.4% of net assets.

¹²	Collateral received from brokers for securities lending was invested in these short-term investments.

¹³	Yield shown represents the October 31, 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:


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
MXN:		Mexican Peso

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

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 October 31, 2014: (See Note 1(a) in the Notes to the Financial Statements.)


	Quoted Prices in Active
	Markets for Identical			Significant Other			Significant Unobservable
	Investments			Observable Inputs			Inputs
	Level 1			Level 2			Level 3		Total
AMG Managers Total Return Bond Fund
Investments in Securities
Asset-Backed Securities		—		$	72,049,055			—	$	72,049,055
Bank Loan Obligations		—			6,257,578			—		6,257,578
Corporate Bonds and Notes^†		—			318,434,500			—		318,434,500
Foreign Government and Agency Obligations		—			75,395,860			—		75,395,860
Mortgage-Backed Securities		—			52,501,247			—		52,501,247
Municipal Bonds		—			43,306,635			—		43,306,635
Municipal Closed-End Bond Funds	$	5,712,421			—			—		5,712,421
U.S. Government and Agency Obligations^†		—			402,280,338			—		402,280,338
Short-Term Investments
Japan Treasury Bills		—			27,242,540			—		27,242,540
Repurchase Agreements		—			17,993,138			—		17,993,138
Other Investment Companies		1,129,301			—			—		1,129,301

Total Investments in Securities	$	6,841,722		$	1,015,460,891			—	$	1,022,302,613

Financial Derivative Instruments-Assets^††
Credit Contracts		—		$	1,463,209			—	$	1,463,209
Foreign Exchange Contracts		—			22,419,152			—		22,419,152
Interest Rate Contracts	$	1,474,208			1,070,159			—		2,544,367

		1,474,208			24,952,520			—		26,426,728

Financial Derivative Instruments-Liabilities^††
Credit Contracts		—			(128,653	)		—		(128,653	)
Foreign Exchange Contracts		—			(9,444,975	)		—		(9,444,975	)
Interest Rate Contracts		(242,456	)		(3,190,258	)		—		(3,432,714	)

		(242,456	)		(12,763,886	)		—		(13,006,342	)

Total Financial Derivative Instruments	$	1,231,752		$	12,188,634			—	$	13,420,386

†

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 October 31, 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.

Notes to Schedule of Portfolio Investments (continued)

The following schedule is the fair value of derivative instruments at October 31, 2014:


	Asset Derivatives			Liability Derivatives
Derivatives not accounted	Statement of Assets and			Statement of Assets and
for as hedging instruments	Liabilities Location	Fair Value		Liabilities Location	Fair Value
Credit contracts	—		—	Options written	$	21,450
Credit contracts	Receivable for Variation margin¹	$	413,258	Payable for Variation margin¹		—
Credit contracts	Unrealized appreciation on swaps		1,249,254	Unrealized depreciation on swaps		124,951
Interest rate contracts	Unrealized appreciation on swaps		160,905	Unrealized depreciation on swaps		456,644
Interest rate contracts	—		—	Options written		1,096,631
Interest rate contracts	Receivable for Variation margin¹		451,430	Payable for Variation margin¹		774,817
Foreign exchange contracts	Unrealized appreciation on foreign currency contracts		22,419,152	Unrealized depreciation on foreign currency contracts		8,949,736
Foreign exchange contracts	—		—	Options written		495,239

	Totals	$	24,693,999		$	11,919,468

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 $1,231,752 and centrally cleared swaps cumulative appreciation/(depreciation) of $(1,923,726) is reported in the Notes to Schedule of Portfolio Investments.

For the fiscal year ended October 31, 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)
					Change In
Derivatives not accounted	Statement of Operations	Realized		Statement of Operations	Unrealized
for as hedging instruments	Location	Gain/(Loss)		Location	Gain/(Loss)
Credit contracts	Net realized gain on written option contracts	$	8,380	Net change in unrealized appreciation (depreciation) of written option contracts	$	14,347
Credit contracts	Net realized gain on swap contracts		2,073,202	Net change in unrealized appreciation (depreciation) of swap contracts		162,973
Interest rate contracts	Net realized gain on futures contracts		11,068,731	Net change in unrealized appreciation (depreciation) of futures contracts		(3,711,228	)
Interest rate contracts	Net realized gain on written option contracts		3,247,594	Net change in unrealized appreciation (depreciation) of written option contracts		(331,831	)
Interest rate contracts	Net realized gain on swap contracts		463,031	Net change in unrealized appreciation (depreciation) of swap contracts		(6,171,246	)
Foreign exchange contracts	Net realized gain on foreign currency transactions		5,878,255	Net change in unrealized appreciation (depreciation) of foreign currency translations		14,210,676
Foreign exchange contracts	Net realized gain on written option contracts		38,154	Net change in unrealized appreciation (depreciation) of written option contracts		(8,884	)

	Totals	$	22,777,347		$	4,164,807

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

Notes to Schedule of Portfolio Investments (continued)

At October��31, 2014, the Fund had futures contracts as follows:

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

Futures Contracts


						Unrealized
Type	Number of Contracts		Position	Expiration Date		Gain/(Loss)
90-Day Eurodollar		2,474	Long		03/16/15 to 12/14/15	$	(58,895	)
90-Day Sterling		220	Short		03/18/15 to 09/16/15		(85,467	)
Canadian 10-Year Bond		21	Short		12/31/14		(9,634	)
Euro-BTP		226	Long		12/10/14		124,178
Euro-Bund 10-Year		118	Short		12/10/14		(88,460	)
U.S. Treasury 10-Year Bond		1,055	Long		12/31/14		1,168,571
U.S. Treasury Long Bond		712	Long		12/31/14		181,459

					Totals	$	1,231,752

At October 31, 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											Net Premiums			Unrealized
Floating Rate	Floating Rate Index	Fixed Rate			Counterparty	Maturity		Currency	Notional Amount		Paid/(Received)			Gain/(Loss)
Pay	1-Year GBP		1.51	%	RBS		10/07/16	GBP		3,800,000	$	38		$	(9,985	)
Pay	1-Year GBP		1.59	%	MS		10/05/16	GBP		16,700,000		334			(66,127	)
Pay	2-Year GBP		1.50	%	BOA		09/18/16	GBP		2,500,000		(11,622	)		(9,024	)
Pay	2-Year GBP		1.50	%	BRC		09/18/16	GBP		21,800,000		(66,259	)		(113,774	)
Pay	2-Year GBP		1.88	%	BRC		10/05/17	GBP		8,200,000		—			(68,005	)
Pay	28-Day MXN TIIE		5.50	%	BRC		09/13/17	MXN		33,000,000		68,479			10,360
Pay	28-Day MXN TIIE		5.50	%	MS		09/13/17	MXN		11,000,000		21,478			4,802
Pay	28-Day MXN TIIE		5.50	%	MS		09/02/22	MXN		100,000		(269	)		93
Pay	28-Day MXN TIIE		5.60	%	BRC		09/06/16	MXN		61,600,000		143,298			2,957
Pay	28-DAY MXN TIIE		5.84	%	BNP		09/14/21	MXN		3,000,000		815			1,433
Pay	28-Day MXN TIIE		6.35	%	MS		06/02/21	MXN		4,000,000		9,083			3,818
Pay	28-Day MXN TIIE		6.81	%	CITI		06/19/34	MXN		10,000,000		7,004			(24,011	)
Pay	28-Day MXN TIIE		6.81	%	JPM		06/19/34	MXN		210,000,000		170,612			(527,760	)
Pay	28-Day MXN TIIE		6.81	%	SGCB		06/19/34	MXN		30,000,000		19,439			(70,460	)
Pay	28-Day MXN TIIE		7.02	%	GS		06/08/34	MXN		27,400,000		36,177			(28,450	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		0.09	%	BOA		02/27/15	USD		34,800,000		—			(755	)

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

Notes to Schedule of Portfolio Investments (continued)


Pay/Receive											Net Premiums			Unrealized
Floating Rate	Floating Rate Index	Fixed Rate			Counterparty	Maturity		Currency	Notional Amount		Paid/(Received)			Gain/(Loss)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		0.09	%	CS		12/30/14	USD		37,300,000		—		$	(570	)
Receive	1-Year-OIS-USD-FEDERAL FUND RATE		0.09	%	CS		02/27/15	USD		8,500,000	$	(263	)		79
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		0.09	%	GS		02/27/15	USD		7,500,000		32			(195	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		1.00	%	GS		10/15/17	USD		48,200,000		(53,247	)		(218,099	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		1.00	%	MS		10/15/17	USD		48,200,000		(60,375	)		(210,972	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		1.75	%	GS		03/19/20	USD		20,200,000		125,153			89,908
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		2.55	%	RBS		09/04/24	USD		2,200,000		—			(17,068	)
Receive	1-Year-OIS-USD-FEDERAL FUNDS RATE		2.80	%	GS		12/18/43	USD		25,700,000		1,198,872			69,539
Receive	3 Month USD LIBOR Rate		2.75	%	BRC		06/19/43	USD		1,700,000		127,500			(28,397	)
Receive	3 Month USD LIBOR Rate		2.75	%	GS		06/19/43	USD		20,600,000		1,551,180			(350,286	)
Receive	3 Month USD LIBOR Rate		2.75	%	MS		06/19/43	USD		12,600,000		931,392			(196,865	)
Receive	3 Month USD LIBOR Rate		3.50	%	GS		12/18/43	USD		3,400,000		127,770			(444,333	)
Receive	6 Month USD LIBOR Rate		4.00	%	GS		06/19/24	USD		5,500,000		90,640			85,592

										Totals	$	4,437,261		$	(2,116,555	)

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		11.25	%	GS		01/04/21	BRL		900,000	$	(4,702	)	$	(681	)
Pay	1-Year BRL-CDI		11.25	%	UBS		01/04/21	BRL		2,400,000		(3,770	)		(10,614	)
Pay	1-Year BRL-CDI		11.47	%	GS		01/04/21	BRL		44,300,000		30,354			(20,126	)
Pay	1-Year BRL-CDI		11.47	%	HSBC		01/02/17	BRL		33,900,000		19,149			(16,454	)
Pay	1-Year BRL-CDI		11.47	%	JPM		01/02/17	BRL		5,900,000		(1,116	)		2,501
Pay	1-Year BRL-CDI		11.50	%	DUB		01/04/21	BRL		21,100,000		58,853			(109,127	)
Pay	1-Year BRL-CDI		11.50	%	GS		01/04/21	BRL		28,700,000		46,674			(114,836	)
Pay	1-Year BRL-CDI		11.50	%	MS		01/04/21	BRL		800,000		(1,511	)		(404	)
Pay	1-Year BRL-CDI		11.50	%	UBS		01/04/21	BRL		19,700,000		(24,816	)		(22,386	)
Pay	1-Year BRL-CDI		11.68	%	DUB		01/04/21	BRL		22,600,000		26,592			123,376
Pay	1-Year BRL-CDI		11.68	%	HSBC		01/04/21	BRL		400,000		(35	)		131
Pay	1-Year BRL-CDI		11.68	%	UBS		01/04/21	BRL		1,200,000		(4,712	)		5,174
Pay	28-Day MXN TIIE		5.70	%	GS		01/18/19	MXN		5,000,000		(1,231	)		13,275
Pay	28-Day MXN TIIE		5.70	%	JPM		01/18/19	MXN		5,000,000		(1,444	)		13,526

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

Notes to Schedule of Portfolio Investments (continued)


Pay/Receive													Net Premiums		Unrealized
Floating Rate	Floating Rate Index	Fixed Rate			Counterparty		Maturity		Currency		Notional Amount		Paid/(Received)		Gain/(Loss)
Pay	28-Day MXN TIIE		5.84	%		UBS		09/14/21		MXN		3,900,000	$	832	$	1,988
Pay	28-Day MXN TIIE		6.81	%		DUB		06/19/34		MXN		50,000,000		5,079		(77,594	)
Pay	28-Day MXN TIIE		6.92	%		CITI		06/10/29		MXN		3,800,000		4,963		934
Pay	28-Day MXN TIIE		7.02	%		DUB		06/08/34		MXN		78,000,000		106,537		(84,422	)

												Totals	$	255,696	$	(295,739	)

Centrally Cleared Credit Default Swaps-Sell Protection †


											Net
											Premiums
	Fixed								Notional		Paid/		Unrealized
Reference Entity	Rate			Counterparty	Maturity		Rating	Currency	Amount		(Received)		Gain/(Loss)
CDX.NA.HY.23 5-Year Index		1.00	%	CS		12/20/19	BAA+	USD		5,600,000	$	78,576	$	20,975
CDX.NA.HY.23 5-Year Index		1.00	%	JPM		12/20/19	BAA+	USD		400,000		5,706		1,405
CDX.NA.HY.23 5-Year Index		1.00	%	UBS		12/20/19	B	USD		2,100,000		121,380		25,305
iTraxx Europe 5-Year Index		1.00	%	CS		12/20/19	A	EUR		12,800,000		134,814		128,167
iTraxx Europe 5-Year Index		1.00	%	CS		12/20/19	A-	EUR		11,300,000		229,757		16,977

										Totals	$	570,233	$	192,829

Credit Default Swaps-Sell Protection †


											Net
											Premiums
	Fixed								Notional		Paid/			Unrealized
Reference Entity	Rate			Counterparty	Maturity		Rating	Currency	Amount		(Received)			Gain/(Loss)
ABX.HE		0.11	%	BRC		05/25/46	BA-	USD		4,804,713	$	(982,867	)	$	30,576
Berkshire Hathaway Inc.		1.00	%	DUB		09/20/16	AA	USD		400,000		3,885			5
Brazil Federative Republic Bond		1.00	%	CITI		06/20/16	BAA	USD		4,300,000		(4,273	)		30,607
Brazil Federative Republic Bond		1.00	%	DUB		06/20/16	BAA	USD		1,400,000		(1,513	)		10,161
Brazil Federative Republic Bond		1.00	%	GS		12/20/19	BAA	USD		11,200,000		(404,273	)		127,881
Brazil Federative Republic Bond		1.00	%	HSBC		12/20/19	BAA	USD		3,800,000		(139,850	)		45,892
Brazil Federative Republic Bond		1.00	%	JPM		09/20/15	BAA	USD		1,400,000		(2,754	)		12,297
Brazil Federative Republic Bond		1.00	%	UBS		09/20/15	BAA	USD		1,000,000		(1,667	)		8,145
Brazil Federative Republic Bond		1.95	%	MS		08/20/16	BAA	USD		3,500,000		—			79,207
China Government		1.00	%	MS		06/20/16	AA-	USD		1,800,000		(19,143	)		53,047
China Government		1.00	%	RBS		06/20/15	AA-	USD		1,900,000		3,923			304
Colombia Government		1.00	%	GS		03/20/19	BAA	USD		2,500,000		(19,720	)		49,917

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

Notes to Schedule of Portfolio Investments (continued)


											Net
											Premiums
	Fixed								Notional		Paid/			Unrealized
Reference Entity	Rate			Counterparty	Maturity		Rating	Currency	Amount		(Received)			Gain/(Loss)
Export-Import Bank of A.S.		1.00	%	DUB		06/20/17	AA-	USD		300,000	$	(6,650	)	$	12,371
General Electric Capital Corp.		1.00	%	BRC		09/20/16	AA+	USD		900,000		6,196			2,563
General Electric Capital Corp.		1.00	%	DUB		09/20/15	AA+	USD		1,000,000		5,399			(4,602	)
General Electric Capital Corp.		1.00	%	DUB		03/20/16	AA+	USD		300,000		(4,869	)		10,394
General Electric Capital Corp.		1.00	%	MS		06/20/16	AA+	USD		700,000		(850	)		9,614
Greek Government		1.00	%	GS		12/20/15	B	EUR		200,000		(9,774	)		(5,326	)
Greek Government		1.00	%	MS		06/20/15	B-	EUR		3,900,000		(108,205	)		2,294
Italian Government		1.00	%	BRC		06/20/17	BAA	USD		1,000,000		3,090			3,017
Italian Government		1.00	%	BRC		06/20/19	BAA	USD		400,000		(2,423	)		1,578
Italian Government		1.00	%	BRC		06/20/19	BAA	USD		400,000		(2,251	)		1,384
Italian Government		1.00	%	BRC		09/20/19	BAA	USD		100,000		—			(450	)
Italian Government		1.00	%	BRC		12/20/19	BAA	USD		9,700,000		24,825			(84,306	)
Italian Government		1.00	%	CITI		06/20/17	BAA	USD		1,400,000		7,089			1,299
Italian Government		1.00	%	DUB		09/20/16	BAA	USD		100,000		905			(242	)
Italian Government		1.00	%	DUB		06/20/19	BAA	USD		300,000		(1,951	)		1,324
Italian Government		1.00	%	DUB		09/20/19	BAA	USD		300,000		(138	)		(1,206	)
Italian Government		1.00	%	GS		06/20/17	BAA	USD		1,100,000		5,416			1,205
Italian Government		1.00	%	GS		12/20/19	BAA	USD		600,000		1,445			(5,123	)
Italian Government		1.00	%	HSBC		06/20/19	BAA	USD		300,000		(1,951	)		1,323
Italian Government		1.00	%	MS		12/20/19	BAA	USD		1,000,000		1,929			(8,052	)
iTraxx Europe Series 22 5 Year Index		1.00	%	CITI		12/20/19	BAA	EUR		200,000		(6,548	)		(168	)
iTraxx Europe Series 22 5 Year Index		1.00	%	MS		12/20/19	BAA	EUR		500,000		(16,218	)		(572	)
JPMorgan Chase & Co.		1.00	%	DUB		09/20/16	A	USD		900,000		7,212			1,657
Mexico Government		1.00	%	BRC		03/20/15	A-	USD		600,000		(1,003	)		5,471
Mexico Government		1.00	%	CITI		06/20/16	A-	USD		9,800,000		(835	)		110,366
Mexico Government		1.00	%	DUB		03/20/15	A-	USD		1,100,000		(1,877	)		10,136
Mexico Government		1.00	%	DUB		03/20/16	A-	USD		2,300,000		(5,256	)		30,308
Mexico Government		1.00	%	GS		06/20/16	A-	USD		8,400,000		(98,095	)		251,516
Mexico Government		1.00	%	HSBC		09/20/16	A-	USD		100,000		339			739
Mexico Government		1.00	%	HSBC		12/20/16	A-	USD		100,000		672			412

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

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	%	JPM		09/20/16	A-	USD		200,000	$	698		$	1,435
Mexico Government		1.00	%	MS		09/20/16	A-	USD		600,000		(1,020	)		9,069
Mexico Government		1.00	%	MS		03/20/19	A-	USD		10,000,000		46,126			96,255
Mexico Government		1.00	%	UBS		09/20/15	A-	USD		1,000,000		(2,493	)		12,000
Republic of Indonesia		1.00	%	MS		09/20/16	BAA-	USD		2,700,000		(78,147	)		144,176
Republic of Indonesia		1.00	%	UBS		09/20/16	BAA-	USD		300,000		(1,739	)		5,397
Russian Government		1.00	%	BRC		09/20/15	BAA	USD		500,000		(5,097	)		1,984
Russian Government		1.00	%	BRC		12/20/15	BAA	USD		1,700,000		(23,143	)		3,989
Russian Government		1.00	%	BRC		09/20/19	BAA	USD		4,000,000		(223,435	)		(14,904	)
Russian Government		1.00	%	BRC		12/20/19	BAA	USD		1,500,000		(106,779	)		7,987
Russian Government		1.00	%	CITI		09/20/15	BAA	USD		2,300,000		(21,425	)		6,592
Russian Government		1.00	%	DUB		09/20/15	BAA	USD		200,000		(1,951	)		684
Russian Government		1.00	%	GS		12/20/19	BAA	USD		4,000,000		(281,234	)		17,760
U.S. Treasury Notes		0.25	%	UBS		09/20/15	AAA	EUR		5,000,000		(10,300	)		34,916

										Totals	$	(2,482,568	)	$	1,124,303

†

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 October 31, 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													Unrealized
Floating Rate	Description	Counterparty	Floating Rate Index	Exercise Rate			Expiration Date		Notional Amount		Premium		Gain/(Loss)
Pay	5-Year Credit Default Swap (Call)	CITI	iTraxx Europe Series 22		0.60	%		01/21/15	$	2,700,000	$	4,655	$	(1,165	)
Pay	5-Year Credit Default Swap (Call)	GS	iTraxx Europe Series 22		0.60	%		01/21/15		1,500,000		1,825		(1,409	)
Pay	5-Year Credit Default Swap (Call)	JPM	iTraxx Europe Series 22		0.60	%		01/21/15		1,500,000		2,105		(1,128	)
Pay	5-Year Credit Default Swap (Put)	CITI	iTraxx Europe Series 22		0.90	%		01/21/15		1,500,000		2,931		494
Pay	5-Year Credit Default Swap (Put)	CITI	iTraxx Europe Series 22		1.00	%		01/21/15		1,200,000		2,848		1,638
Pay	5-Year Credit Default Swap (Put)	GS	iTraxx Europe Series 22		1.00	%		01/21/15		1,500,000		4,129		2,617
Pay	5-Year Credit Default Swap (Put)	JPM	iTraxx Europe Series 22		1.00	%		01/21/15		1,500,000		4,211		2,699
Pay	5-Year Credit Default Swap (Put)	GS	iTraxx Europe Series 22		1.10	%		01/21/15		800,000		2,019		1,541
Pay	5-Year Credit Default Swap (Put)	GS	iTraxx Europe Series 22		1.20	%		01/21/15		1,900,000		4,694		3,982

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

Notes to Schedule of Portfolio Investments (continued)


Pay/Receive													Unrealized
Floating Rate	Description	Counterparty	Floating Rate Index	Exercise Rate			Expiration Date		Notional Amount		Premium		Gain/(Loss)
Receive	5-Year Credit Default Swap (Put)	CITI	CDX.NA.IG Series 22		0.85	%		12/17/14	$	3,200,000	$	3,760	$	3,072
Receive	5-Year Credit Default Swap (Put)	CITI	CDX.NA.IG Series 22		0.90	%		12/17/14		2,700,000		3,072		2,673
Receive	5-Year Credit Default Swap (Put)	CITI	CDX.NA.IG Series 22		0.95	%		12/17/14		2,100,000		2,625		2,410

										Totals	$	38,874	$	17,424

Interest Rate Swaptions


Pay/Receive													Unrealized
Floating Rate	Description	Counterparty	Floating Rate Index	Exercise Rate			Expiration Date		Notional Amount		Premium		Gain/(Loss)
Pay	5-Year Interest Rate Swap (Call)	GS	Euribor 6 Month		0.45	%		12/05/14	$	4,300,000	$	4,300	$	(4,875	)
Pay	5-Year Interest Rate Swap (Call)	GS	Euribor 6 Month		0.63	%		12/05/14		4,300,000		2,602		1,618
Pay	10-Year Interest Rate Swap (Call)	DUB	Euribor 6 Month		0.95	%		03/23/15		2,500,000		6,479		(6,929	)
Pay	10-Year Interest Rate Swap (Call)	GS	Euribor 6 Month		1.20	%		01/20/15		10,800,000		58,426		(133,026	)
Pay	10-Year Interest Rate Swap (Put)	DUB	Euribor 6 Month		1.55	%		03/23/15		2,500,000		20,734		12,937
Pay	10-Year Interest Rate Swap (Put)	GS	Euribor 6 Month		1.60	%		01/20/15		10,800,000		113,930		107,094
Receive	3-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.03	%		11/14/14		8,000,000		8,640		7,418
Receive	5-Year Interest Rate Swap (Call)	DUB	3-Month USD-LIBOR		1.65	%		11/17/14		24,000,000		38,400		21,600
Receive	5-Year Interest Rate Swap (Call)	DUB	3-Month USD-LIBOR		1.70	%		12/02/14		4,300,000		9,030		651
Receive	5-Year Interest Rate Swap (Call)	GS	3-Month USD-LIBOR		1.58	%		11/28/14		1,000,000		1,850		1,258
Receive	5-Year Interest Rate Swap (Call)	GS	3-Month USD-LIBOR		1.80	%		12/01/14		7,500,000		13,365		(15,383	)
Receive	5-Year Interest Rate Swap (Call)	JPM	3-Month USD-LIBOR		1.70	%		11/17/14		6,500,000		12,350		4,081
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.58	%		11/14/14		17,000,000		22,100		18,440
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.68	%		11/14/14		16,500,000		49,912		34,783
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.78	%		11/28/14		22,900,000		133,392		57,866
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.80	%		12/01/14		18,400,000		32,660		(37,869	)
Receive	5-Year Interest Rate Swap (Call)	MS	3-Month USD-LIBOR		1.85	%		12/02/14		12,500,000		25,000		(40,389	)
Receive	5-Year Interest Rate Swap (Put)	DUB	3-Month USD-LIBOR		2.05	%		12/02/14		4,300,000		19,393		16,675
Receive	5-Year Interest Rate Swap (Put)	GS	3-Month USD-LIBOR		2.08	%		11/28/14		700,000		332		66
Receive	5-Year Interest Rate Swap (Put)	GS	3-Month USD-LIBOR		2.10	%		12/01/14		7,500,000		37,500		34,842
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.03	%		11/28/14		1,500,000		750		(177	)
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.13	%		11/28/14		2,200,000		462		(37	)
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.15	%		12/02/14		10,000,000		32,000		29,543

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

Notes to Schedule of Portfolio Investments (continued)


Pay/Receive													Unrealized
Floating Rate	Description	Counterparty	Floating Rate Index	Exercise Rate			Expiration Date		Notional Amount		Premium		Gain/(Loss)
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.15	%		12/01/14	$	18,400,000	$	69,920	$	65,990
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.52	%		09/18/15		30,000,000		262,500		(25,425	)
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.60	%		09/14/15		11,100,000		145,688		55,460
Receive	5-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.77	%		01/23/15		11,700,000		1,638		549
Receive	10-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.80	%		02/02/15		7,300,000		116,435		77,828
Receive	10-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		2.82	%		01/30/15		900,000		4,208		(50	)
Receive	30-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		3.30	%		01/30/15		1,700,000		19,550		1,116
Receive	30-Year Interest Rate Swap (Put)	MS	3-Month USD-LIBOR		3.32	%		01/16/15		3,900,000		39,780		9,305

										Totals	$	1,303,326	$	294,960

Inflation Floor Options

Expiration

Notional

Unrealized

Description

Counterparty

Strike Index

Date

Amount

Premium

Gain

Inflation Floor - OTC CPURNSA Index

DUB

216

03/10/20

11,400,000

85,500

81,553

OTC Options


				Expiration		Notional				Unrealized
Description	Counterparty	Strike Price		Date		Amount		Premium		Gain/(Loss)
AUD Vs USD (Call)	CITI		0.89		12/15/14	$	1,200,000	$	6,787	$	1,338
AUD Vs USD (Put)	BRC		0.86		11/25/14		1,200,000		5,490		1,961
AUD Vs USD (Put)	CITI		0.85		11/20/14		1,200,000		6,659		5,858
AUD Vs USD (Put)	CITI		0.85		12/15/14		1,200,000		6,065		3,313
AUD Vs USD (Put)	CITI		0.85		11/20/14		3,300,000		16,299		13,314
AUD Vs USD (Put)	CITI		0.86		11/07/14		1,400,000		6,434		5,136
AUD Vs USD (Put)	CITI		0.86		11/13/14		1,100,000		6,483		4,639
AUD Vs USD (Put)	CITI		0.87		11/05/14		1,200,000		3,517		2,209
AUD Vs USD (Put)	CS		0.86		12/01/14		1,300,000		8,095		3,924
AUD Vs USD (Put)	DUB		0.88		12/03/14		5,000,000		27,745		(24,755	)
AUD Vs USD (Put)	UBS		0.86		11/06/14		1,100,000		5,547		4,681
AUD Vs USD (Put)	UBS		0.87		11/13/14		1,100,000		5,116		2,199
EUR Vs USD (Put)	CS		1.25		11/06/14		1,200,000		5,993		(604	)
EUR Vs USD (Put)	DUB		1.26		11/20/14		1,200,000		7,572		(4,247	)
EUR Vs USD (Put)	DUB		1.26		11/06/14		4,400,000		22,384		(11,946	)

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

Notes to Schedule of Portfolio Investments (continued)


				Expiration		Notional				Unrealized
Description	Counterparty	Strike Price		Date		Amount		Premium		Gain/(Loss)
USD Vs BRL (Call)	GS		2.80		01/20/15	$	1,200,000	$	9,000	$	3,199
USD Vs BRL (Call)	JPM		2.58		10/31/14		800,000		7,720		7,720
USD Vs BRL (Call)	JPM		2.80		01/21/15		1,100,000		10,560		5,095
USD Vs BRL (Call)	JPM		2.80		01/23/15		1,100,000		8,635		2,871
USD Vs BRL (Put)	GS		2.30		01/20/15		1,200,000		5,100		2,871
USD Vs BRL (Put)	JPM		2.30		01/21/15		1,100,000		8,140		6,082
USD Vs BRL (Put)	JPM		2.30		01/23/15		1,100,000		8,635		6,549
USD Vs INR (Call)	BRC		63.27		01/27/15		2,400,000		16,800		(446	)
USD Vs INR (Call)	BRC		63.90		01/16/15		1,200,000		6,540		1,668
USD Vs INR (Call)	BRC		64.25		02/25/15		1,200,000		10,140		1,543
USD Vs INR (Call)	CITI		62.80		12/24/14		1,500,000		8,310		1,151
USD Vs INR (Call)	CS		63.00		12/05/14		900,000		4,248		2,384
USD Vs INR (Call)	GS		63.50		01/12/15		1,400,000		9,800		3,229
USD Vs INR (Call)	GS		63.85		02/25/15		400,000		3,412		15
USD Vs INR (Call)	HSBC		63.00		01/06/15		1,400,000		15,750		7,864
USD Vs INR (Call)	HSBC		63.85		02/25/15		800,000		6,800		5
USD Vs INR (Call)	JPM		63.00		12/18/14		1,400,000		8,218		3,399
USD Vs INR (Call)	JPM		63.40		01/22/15		800,000		5,096		206
USD Vs INR (Call)	UBS		64.25		02/25/15		2,400,000		20,376		3,182
USD Vs INR (Put)	BRC		60.90		01/16/15		1,200,000		6,540		1,594
USD Vs INR (Put)	CS		60.75		12/05/14		900,000		3,330		1,568
USD Vs INR (Put)	HSBC		60.00		01/06/15		1,400,000		3,150		1,414
USD Vs JPY (Call)	BRC		108.25		11/06/14		1,200,000		4,272		(38,708	)
USD Vs JPY (Call)	DUB		107.60		11/07/14		1,200,000		4,932		(44,990	)
USD Vs JPY (Call)	DUB		107.85		11/19/14		1,200,000		5,940		(41,687	)
USD Vs JPY (Put)	BOA		97.00		11/10/14		1,800,000		2,484		2,484
USD Vs JPY (Put)	BRC		97.00		11/10/14		1,100,000		1,375		1,375
USD Vs JPY (Put)	CITI		99.00		09/30/15		6,500,000		64,913		29,845
USD Vs JPY (Put)	UBS		100.00		07/03/15		2,600,000		16,640		6,974
USD Vs JPY (Put)	UBS		110.00		12/03/14		1,800,000		8,235		535
USD Vs JPY (Put)	UBS		110.50		12/03/14		1,800,000		10,530		685

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

Notes to Schedule of Portfolio Investments (continued)


				Expiration		Notional				Unrealized
Description	Counterparty	Strike Price		Date		Amount		Premium		Gain/(Loss)
USD Vs JPY (Put)	UBS		110.50		01/07/15	$	1,500,000	$	14,438	$	(49	)
USD Vs JPY (Put)	UBS		98.00		11/10/14		1,100,000		2,310		2,310
USD Vs MXN (Call)	GS		13.80		12/24/14		1,000,000		7,910		2,856
USD Vs MXN (Call)	GS		13.85		01/28/15		1,000,000		6,340		(1,941	)
USD Vs MXN (Put)	GS		13.20		12/24/14		1,000,000		3,740		1,040
USD Vs MXN (Put)	GS		13.25		01/28/15		1,000,000		5,810		204

							Totals	$	486,355	$	(8,884	)

Options on Exchange-Traded Futures


			Expiration		Number of				Unrealized
Description	Exercise Price		Date		Contracts		Premium		Gain/(Loss)
Euro-Bund 10-Year Futures (Call)		151.00		11/21/14		25		—	$	(10,691	)
Euro-Bund 10-Year Futures (Call)		151.50		11/21/14		53		—		1,811
Euro-Bund 10-Year Futures (Call)		152.00		11/21/14		43		—		(321	)
Euro-Bund 10-Year Futures (Put)		146.00		11/21/14		24		—		8,696
U.S. Treasury 10-Year Note Futures (Put)		125.50		11/21/14		99	$	18,724		(6,026	)
U.S. Treasury 10-Year Note Futures (Put)		126.00		11/21/14		140		41,954		(17,109	)

						Totals	$	60,678	$	(23,640	)

Transactions in written put and call options and swaptions for the fiscal year ended October 31, 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		$	1,236,108
Options and swaptions written		450			808,300,000			4,398,479
Options and swaptions exercised/expired/closed		(203	)		(705,500,000	)		(3,659,854	)

Options and swaptions outstanding at October 31, 2014		384		$	398,300,000		$	1,974,733

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

Notes to Schedule of Portfolio Investments (continued)

At October 31, 2014, the Fund had forward foreign currency contracts (in U.S. Dollars):

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

Foreign Currency


					Receivable				Unrealized
	Position	Settlement Date		Counterparty	Amount		Payable Amount		Gain/(Loss)
Australian Dollar	Long		11/03/14	BOA	$	788,319	$	788,077	$	242
Australian Dollar	Long		11/04/14	BOA		710,845		713,239		(2,394	)
Australian Dollar	Long		12/02/14	CITI		1,976,492		1,994,436		(17,944	)
Australian Dollar	Long		11/03/14	GS		388,001		388,863		(862	)
Australian Dollar	Long		11/04/14	GS		16,876,421		16,934,215		(57,794	)
Australian Dollar	Long		11/04/14	JPM		578,882		581,007		(2,125	)
Australian Dollar	Long		12/02/14	JPM		1,202,051		1,204,363		(2,312	)
Brazilian Real	Long		11/04/14	UBS		1,620,461		1,627,652		(7,191	)
Brazilian Real	Long		01/05/15	UBS		11,881,894		12,523,482		(641,588	)
Canadian Dollar	Long		11/17/14	HSBC		1,223,925		1,230,820		(6,895	)
Euro	Long		11/03/14	BOA		3,985,088		4,008,272		(23,184	)
Euro	Long		11/04/14	BOA		1,181,749		1,182,425		(676	)
Euro	Long		11/20/14	BRC		102,737,220		104,958,632		(2,221,412	)
Euro	Long		06/15/15	BRC		2,994,209		3,197,786		(203,577	)
Euro	Long		11/04/14	CITI		766,946		770,201		(3,255	)
Euro	Long		11/20/14	CITI		13,470,528		13,736,309		(265,781	)
Euro	Long		11/20/14	GS		27,632,881		28,314,808		(681,927	)
Euro	Long		06/15/15	GS		6,926,228		7,397,053		(470,825	)
Euro	Long		11/20/14	HSBC		2,356,215		2,479,708		(123,493	)
Euro	Long		11/20/14	JPM		10,911,279		11,567,018		(655,739	)
Euro	Long		06/15/15	JPM		1,955,966		2,083,202		(127,236	)
Indian Rupee	Long		12/05/14	BRC		183,715		184,000		(285	)
Indian Rupee	Long		11/24/14	HSBC		261,312		262,000		(688	)
Indian Rupee	Long		01/08/15	JPM		505,988		504,000		1,988
Japanese Yen	Long		11/04/14	BRC		46,007,701		47,918,899		(1,911,198	)
Japanese Yen	Long		11/05/14	BRC		1,275,269		1,283,000		(7,731	)
Japanese Yen	Long		11/04/14	CITI		4,866,383		5,062,942		(196,559	)
Japanese Yen	Long		12/02/14	CITI		11,823,267		12,290,651		(467,384	)

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

Notes to Schedule of Portfolio Investments (continued)


					Receivable				Unrealized
	Position	Settlement Date		Counterparty	Amount		Payable Amount		Gain/(Loss)
Japanese Yen	Long		11/04/14	CS	$	569,082	$	587,000	$	(17,918	)
Japanese Yen	Long		11/04/14	DUB		682,564		704,000		(21,436	)
Japanese Yen	Long		11/05/14	DUB		1,145,825		1,200,000		(54,175	)
Japanese Yen	Long		12/02/14	DUB		2,286,823		2,357,847		(71,024	)
Japanese Yen	Long		11/04/14	GS		2,459,900		2,587,900		(128,000	)
Japanese Yen	Long		11/04/14	JPM		3,104,478		3,261,434		(156,956	)
Japanese Yen	Long		11/05/14	UBS		1,191,481		1,195,000		(3,519	)
Mexican Peso	Long		12/18/14	BRC		122,544		122,836		(292	)
Mexican Peso	Long		02/05/15	BRC		13,979,729		13,961,949		17,780
Mexican Peso	Long		12/18/14	CITI		4,260,178		4,364,254		(104,076	)
Mexican Peso	Long		12/18/14	CS		177,411		176,687		724
Mexican Peso	Long		01/08/15	DUB		3,177,951		3,178,754		(803	)
Mexican Peso	Long		01/22/15	DUB		4,977,976		4,979,238		(1,262	)
Mexican Peso	Long		02/05/15	DUB		8,939,856		8,942,508		(2,652	)
Mexican Peso	Long		02/05/15	HSBC		107,874		106,611		1,263
Mexican Peso	Long		12/18/14	JPM		2,210,650		2,278,268		(67,618	)
Mexican Peso	Long		02/05/15	JPM		4,394,439		4,452,577		(58,138	)
Australian Dollar	Short		11/04/14	CITI		2,935,775		2,938,396		(2,621	)
Australian Dollar	Short		11/04/14	GS		9,615,058		9,724,859		(109,801	)
Australian Dollar	Short		12/02/14	GS		16,900,223		16,843,646		56,577
Australian Dollar	Short		11/04/14	HSBC		971,499		984,451		(12,952	)
Australian Dollar	Short		11/04/14	JPM		3,214,758		3,228,716		(13,958	)
Brazilian Real	Short		04/02/15	CS		1,217,681		1,160,098		57,583
Brazilian Real	Short		04/02/15	HSBC		1,218,126		1,160,098		58,028
Brazilian Real	Short		01/05/15	JPM		12,907,667		11,881,894		1,025,773
Brazilian Real	Short		04/02/15	JPM		1,445,122		1,462,508		(17,386	)
Brazilian Real	Short		11/04/14	UBS		1,695,614		1,620,461		75,153
Brazilian Real	Short		12/02/14	UBS		1,615,162		1,606,734		8,428
Brazilian Real	Short		01/05/15	UBS		1,046,120		984,654		61,466
Brazilian Real	Short		10/02/15	UBS		17,846,324		16,768,901		1,077,423
British Pound	Short		12/11/14	BRC		6,869,669		6,830,068		39,601

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

Notes to Schedule of Portfolio Investments (continued)


					Receivable				Unrealized
	Position	Settlement Date		Counterparty	Amount		Payable Amount		Gain/(Loss)
British Pound	Short		12/11/14	CITI	$	808,943	$	805,983	$	2,960
British Pound	Short		12/11/14	DUB		2,558,550		2,558,677		(127	)
British Pound	Short		12/11/14	GS		2,207,230		2,194,066		13,164
Canadian Dollar	Short		11/17/14	BRC		10,953,473		10,886,215		67,258
Canadian Dollar	Short		02/10/15	CITI		8,137,354		7,888,588		248,766
Euro	Short		11/20/14	BRC		10,986,831		10,833,573		153,258
Euro	Short		06/15/15	BRC		3,433,706		3,237,763		195,943
Euro	Short		11/20/14	CITI		108,401,280		102,183,258		6,218,022
Euro	Short		08/07/15	DUB		267,586		251,255		16,331
Euro	Short		11/20/14	GS		125,497,147		119,037,712		6,459,435
Euro	Short		06/15/15	JPM		9,158,703		8,638,639		520,064
Indian Rupee	Short		01/08/15	HSBC		336,000		337,325		(1,325	)
Indian Rupee	Short		12/05/14	JPM		184,000		183,715		285
Japanese Yen	Short		11/04/14	BRC		16,223,818		15,828,652		395,166
Japanese Yen	Short		12/02/14	BRC		43,455,250		41,676,638		1,778,612
Japanese Yen	Short		11/04/14	CITI		8,818,162		8,626,122		192,040
Japanese Yen	Short		12/15/14	CITI		9,447,198		8,996,298		450,900
Japanese Yen	Short		11/04/14	DUB		10,437,893		10,107,582		330,311
Japanese Yen	Short		11/05/14	DUB		902,000		899,332		2,668
Japanese Yen	Short		08/07/15	HSBC		4,100,000		3,736,102		363,898
Japanese Yen	Short		11/04/14	JPM		18,098,949		17,535,359		563,590
Japanese Yen	Short		12/15/14	JPM		10,697,192		10,163,145		534,047
Japanese Yen	Short		12/15/14	UBS		8,521,768		8,096,669		425,099
Mexican Peso	Short		12/18/14	BRC		2,846,363		2,843,579		2,784
Mexican Peso	Short		12/18/14	CITI		1,248,949		1,239,654		9,295
Mexican Peso	Short		11/04/14	DUB		17,184,326		17,180,363		3,963
Mexican Peso	Short		12/18/14	DUB		12,454,100		12,252,316		201,784
Mexican Peso	Short		02/05/15	DUB		9,105,228		8,882,673		222,555
Mexican Peso	Short		11/13/14	GS		10,838,561		10,651,512		187,049
Mexican Peso	Short		12/11/14	GS		2,615,165		2,551,638		63,527
Mexican Peso	Short		12/18/14	GS		5,092,796		4,992,695		100,101

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

Notes to Schedule of Portfolio Investments (continued)


						Receivable				Unrealized
	Position	Settlement Date		Counterparty		Amount		Payable Amount		Gain/(Loss)
Mexican Peso	Short		01/22/15		GS	$	5,068,871	$	4,946,988	$	121,883
Mexican Peso	Short		02/05/15		GS		534,830		538,043		(3,213	)
Mexican Peso	Short		12/18/14		HSBC		755,000		753,176		1,824
Mexican Peso	Short		12/18/14		JPM		762,000		756,593		5,407
Mexican Peso	Short		12/18/14		UBS		906,000		906,429		(429	)
Mexican Peso	Short		01/08/15		UBS		3,244,131		3,158,997		85,134

					Totals	$	896,666,147	$	883,196,731	$	13,469,416

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
SGCB:		Societe Generale
UBS:		UBS Warburg LLC

CURRENCY ABBREVIATIONS:


AUD:		Australian Dollar
BRL:		Brazilian Real
EUR:		Euro
GBP:		British Pound
INR:		Indian Rupee
JPY:		Japanese Yen
MXN:		Mexican Peso
USD:		United States Dollar

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.

Statement of Assets and Liabilities

October 31, 2014


Assets:
Investments at value* (including securities on loan valued at $9,403,611)	$	1,022,302,613
Receivable for investments sold		112,737,584
Receivable for delayed delivery investments sold		38,339,297
Unrealized appreciation on foreign currency contracts		22,419,152
Dividends, interest and other receivables		5,130,765
Cash collateral for financial derivative instruments		1,953,000
Unrealized appreciation on swaps		1,410,159
Foreign currency**		992,975
Variation margin receivable on financial derivative instruments		864,688
Receivable for Fund shares sold		806,090
Swap premiums paid		418,182
Receivable from affiliate		92,014
Prepaid expenses		18,211
Total assets		1,207,484,730
Liabilities:
Payable for delayed delivery investments purchased		198,394,961
Payable for investments purchased		18,053,553
Payable for collateral on financial derivative instruments		11,193,000
Payable upon return of securities loaned		9,693,138
Unrealized depreciation on foreign currency contracts		8,949,736
Payable to custodian		8,668,939
Payable for Fund shares repurchased		3,074,732
Swap premiums received		2,645,054
Options written (premiums received $1,974,733)		1,613,320
Variation margin payable on financial derivative instruments		774,817
Unrealized depreciation on swaps		581,595
Accrued expenses:
Investment advisory and management fees		369,733
Administrative fees		184,866
Trustee fees and expenses		4,151
Other		326,993
Total liabilities		264,528,588
Net Assets	$	942,956,142
Net Assets Represent:
Paid-in capital	$	893,362,866
Undistributed net investment income (loss)		(986,160	)
Accumulated net realized gain from investments, options, futures contracts, swaps and foreign currency transactions		22,341,769
Net unrealized appreciation of investments, options, futures contracts, swaps and foreign currency translations		28,237,667
Net Assets	$	942,956,142
Shares outstanding		86,743,693
Net asset value, offering and redemption price per share	$	10.87
* Investments at cost	$	1,008,006,717
** Foreign currency at cost	$	976,872

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

Statement of Operations

For the fiscal year ended October 31, 2014


Investment Income:
Interest income	$	23,758,156
Dividend income		449,229
Securities lending income		36,719
Foreign withholding tax		(40,988	)
Total investment income		24,203,116
Expenses:
Investment advisory and management fees		4,737,211
Administrative fees		2,368,606
Custodian		273,523
Transfer agent		166,719
Reports to shareholders		144,729
Professional fees		155,086
Trustees fees and expenses		48,825
Shareholder servicing fees		19,822
Registration fees		56,543
Miscellaneous		28,224
Total expenses before offsets		7,999,288
Expense reimbursements		(1,124,267	)
Net expenses		6,875,021
Net investment income		17,328,095
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		2,724,111
Net realized gain on futures contracts		11,068,731
Net realized gain on foreign currency transactions		4,928,213
Net realized gain on written options		3,294,128
Net realized gain on swap transactions		2,536,233
Net change in unrealized appreciation (depreciation) of investments		(3,463,568	)
Net change in unrealized appreciation (depreciation) of futures contracts		(3,711,228	)
Net change in unrealized appreciation (depreciation) on foreign currency translations		14,192,725
Net change in unrealized appreciation (depreciation) on written options		(326,368	)
Net change in unrealized appreciation (depreciation) on swap transactions		(6,008,273	)
Net realized and unrealized gain		25,234,704
Net increase in net assets resulting from operations	$	42,562,799

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

Statements of Changes in Net Assets

For the fiscal years ended October 31,


	2014			2013
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	17,328,095		$	20,245,641
Net realized gain on investments, options, futures contracts, swaps and foreign currency transactions		24,551,416			3,806,382
Net change in unrealized appreciation (depreciation) of investments, options, futures contracts, swaps and foreign currency translations		683,288			(38,647,898	)
Net increase (decrease) in net assets resulting from operations		42,562,799			(14,595,875	)
Distributions to Shareholders:
From net investment income		(16,020,069	)		(34,138,855	)
From net realized gain on investments		—			(20,101,151	)
From return of capital		—			(2,501,308	)
Total distributions to shareholders		(16,020,069	)		(56,741,314	)
Capital Share Transactions:
Proceeds from sale of shares		244,902,657			358,066,861
Reinvestment of dividends		13,489,957			48,296,615
Cost of shares repurchased		(585,489,638	)		(538,187,094	)
Net decrease from capital share transactions		(327,097,024	)		(131,823,618	)
Total decrease in net assets		(300,554,294	)		(203,160,807	)
Net Assets:
Beginning of year		1,243,510,436			1,446,671,243
End of year	$	942,956,142		$	1,243,510,436
End of year undistributed net investment income (loss)	$	(986,160	)	$	709,639

Share Transactions:
Sale of shares		22,918,825			33,118,087
Shares issued in connection with reinvestment of dividends and distributions		1,262,078			4,454,829
Shares repurchased		(54,463,680	)		(50,389,826	)
Net decrease in shares		(30,282,777	)		(12,816,910	)

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

AMG Managers Total Return Bond Fund

Financial Highlights

For a share outstanding throughout each fiscal year


	For the fiscal years ended October 31,
	2014			2013			2012			2011			2010
Net Asset Value, Beginning of Year	$	10.63		$	11.14		$	10.53		$	11.24		$	10.61
Net investment income		0.16	³		0.16	³		0.24	³		0.38			0.35
Net realized and unrealized gain (loss) on investments		0.22	³		(0.24	)³		0.72	³		(0.25	)		0.73
Total from investment operations		0.38			(0.08	)		0.96			0.13			1.08
Less Distributions to Shareholders from:
Net investment income		(0.14	)		(0.26	)		(0.35	)		(0.35	)		(0.32	)
Net realized gain on investments		—			(0.15	)		—			(0.49	)		(0.13	)
Return of capital		—			(0.02	)		—			—			—
Total distributions to shareholders		(0.14	)		(0.43	)		(0.35	)		(0.84	)		(0.45	)
Net Asset Value, End of Year	$	10.87		$	10.63		$	11.14		$	10.53		$	11.24
Total Return¹		3.64	%		(0.72	)%		9.31	%		1.45	%		10.52	%
Ratio of net expenses to average net assets (with offsets and reductions)		0.58	%		0.61	%⁴		0.58	%		0.58	%		0.58	%
Ratio of expenses to average net assets (with offsets)		0.58	%		0.61	%⁴		0.58	%		0.58	%		0.58	%
Ratio of total expenses to average net assets (without offsets and reductions)²		0.67	%		0.70	%⁴		0.70	%		0.71	%		0.74	%
Ratio of net investment income to average net assets¹		1.46	%		1.45	%⁴		2.22	%		2.54	%		2.38	%
Portfolio turnover		177	%		255	%		375	%		495	%⁵		359	%⁵
Net assets at end of year (000’s omitted)	$	942,956		$	1,243,510		$	1,446,671		$	1,239,141		$	1,425,341

Notes to Financial Highlights

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 and 2010 would have been 411% and 286%, respectively.

Notes to Financial Statements

October 31, 2014

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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 in international securities, the Investment Manager or applicable subadvisor may adjust 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 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


		40

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)

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

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 fiscal year ended October 31, 2014, the Fund’s custodian expense was not reduced.

Overdraft fees are computed at 1% above the effective Federal Funds rate on the day of the overdraft. For the fiscal year ended October 31, 2014, overdraft fees for the Fund equaled $819.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December, as described in the Fund’s prospectus. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. 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 differences are due to differing treatments for 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.

The tax character of distributions paid during the fiscal years ended October 31, 2014 and October 31, 2013 were as follows:


Distributions paid from:	2014		2013
Ordinary income	$	16,174,618	$	27,279,634
Short-term capital gains		—		16,058,426
Long-term capital gains		—		10,901,946
Return of capital		—		2,501,308

Totals	$	16,174,618	$	56,741,314

As of October 31, 2014, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:


Capital loss carryforward		—
Undistributed ordinary income	$	28,138,412
Undistributed short-term capital gains		—
Undistributed long-term capital gains	$	8,894,260

e. FEDERAL TAXES

The Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification

Notes to Financial Statements (continued)

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, 2014, 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.

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 will 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 October 31, 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, 2015, 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.

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 October 31, 2014, the market value of repurchase agreements outstanding was $17,993,138.

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.


		42

Notes to Financial Statements (continued)

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 serves 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 fiscal year ended October 31, 2014, the Fund paid an investment management fee at the annual rate of 0.40% of the average daily net assets of the Fund.

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

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 the Fund’s contractual expense limitation amount. For the fiscal year ended October 31, 2014, the Fund’s components of reimbursement available are detailed in the following chart:


Reimbursement Available - 10/31/13	$	4,459,436
Additional Reimbursements		1,124,267
Repayments		—
Expired Reimbursements		(1,586,734	)

Reimbursement Available - 10/31/14	$	3,996,969

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 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 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 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 the 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 fiscal year ended October 31, 2014, the Fund neither borrowed or lent to other Funds in the AMG Funds family.


		43

Notes to Financial Statements (continued)

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the fiscal year ended October 31, 2014, were $631,663,860 and $337,794,367, respectively. Purchases and sales of U.S. Government obligations for the fiscal year ended October 31, 2014, were $1,374,488,351 and $1,946,748,944, 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 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. At October 31, 2014, the value of the securities loaned was $9,403,611 and the cash collateral received was $9,693,138.

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 fiscal year ended October 31, 2014, the average quarterly balances of derivative financial instruments outstanding were as follows:


Financial futures contracts:
Average number of contracts purchased		6,169
Average number of contracts sold		72
Average notional value of contracts purchased	$	1,200,771,140
Average notional value of contracts sold	$	13,692,237
Foreign currency exchange contracts:
Average US dollar amounts purchased/sold	$	369,957,165
Options:
Average notional value of option contracts written	$	146,055
Average notional value of swaption written	$	233,300,000
Credit default swaps:
Average notional value - sell protection	$	105,901,021
Interest rate swaps:
Average notional value - pays fixed rate	$	1,294,500,000
Average notional value - receives fixed rate	$	364,540,000

8. FORWARD FOREIGN CURRENCY CONTRACTS

During the fiscal year ended October 31, 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.

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.


		44

Notes to Financial Statements (continued)

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 over-the-counter (“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. INTEREST RATE CAPS AND FLOORS, SWAP CONTRACTS AND OPTIONS

For the fiscal year ended October 31, 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

For fiscal year ended October 31, 2014, the Fund entered 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


		45

Notes to Financial Statements (continued)

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.

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. For securities lending transactions, see Note 4.

Notes to Financial Statements (continued)

The following tables are a summary of the Fund’s open repurchase agreements and derivative instruments that are subject to a master netting agreement as of October 31, 2014:


	Net Amounts of
	Assets Presented
	in the Statement of Assets and		Gross Amount Not Offset in the Statement of Assets and Liabilities
	Liabilities		Financial Instruments		Cash Collateral Received		Net Amount
Bank of America	$	242	$	242		—		—
Barclays Bank PLC		2,743,062		2,743,062		—		—
Cantor Fitzgerald Securities, Inc.		2,302,143		2,302,143		—		—
Citigroup Global Markets, Inc.		16,068,399		9,944,868	$	4,500,000	$	1,623,531
Credit Suisse		58,307		32,312		25,995		—
Daiwa Capital Markets America		2,302,143		2,302,143		—		—
Deutsche Bank AG		1,192,490		702,124		280,000		210,366
Goldman Sachs & Co.		7,547,179		2,703,829		3,990,000		853,350
HSBC Bank		493,670		320,060		—		173,610
JPMorgan Chase & Co.		2,681,611		1,144,878		470,000		1,066,733
Morgan Stanley		441,717		441,717		—		—
Nomura Securities International, Inc.		2,302,143		2,302,143		—		—
Royal Bank of Scotland Group PLC		4,227		—		4,227		—
State of Wisconsin Investment Board		2,302,143		2,302,143		—		—
UBS Warburg LLC		1,801,155		797,899		600,000		403,256

Total	$	42,240,631	$	28,039,563	$	9,870,222	$	4,330,846


	Net Amounts of
	Liabilities Presented in the Statement		Gross Amount Not Offset In the Statement of Assets and Liabilities
	of Assets and		Financial
	Liabilities		Instruments		Cash Collateral Pledged		Net Amount
Bank of America	$	26,254	$	242		—	$	26,012
Barclays Bank PLC		5,873,323		2,971,670	$	52,000		2,849,653
Citigroup Global Markets, Inc.		1,160,302		1,160,302		—		—
Credit Suisse		32,312		32,312		—		—
Deutsche Bank AG		702,124		702,124		—		—
Goldman Sachs & Co.		2,703,829		2,703,829		—		—
HSBC Bank		320,060		320,060		—		—
JPMorgan Chase & Co.		1,144,878		1,144,878		—		—
Morgan Stanley		944,406		944,406		—		—
UBS Warburg LLC		797,899		797,899		—		—

Total	$	13,705,387	$	10,777,722	$	52,000	$	2,875,665

Notes to Financial Statements (continued)

15. SUBSEQUENT EVENTS

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

Tax Information (unaudited)

The AMG Managers Total Return Bond Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2013/2014 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, AMG Managers Total Return Bond Fund hereby designates $8,894,260, as a capital gain distribution with respect to the taxable year ended October 31, 2014, or if subsequently determined to be different, the net capital gains of such year.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF AMG FUNDS I AND THE SHAREHOLDERS OF AMG MANAGERS TOTAL RETURN BOND FUND:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AMG Managers Total Return Bond Fund (formerly, Managers PIMCO Bond Fund) (the “Fund”) at October 31, 2014, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian, brokers and the application of alternative auditing procedures provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 29, 2014

AMG Funds

Trustees and Officers

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s

Independent Trustees

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


Number of Funds
Overseen in Fund Complex		Name, Date of Birth, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

• Trustee since 2012		Bruce B. Bingham, 12/1/48

• Oversees 43 Funds in Fund Complex		Partner, Hamilton Partners (real estate development firm) (1987-Present); Trustee of Aston Funds (25 portfolios) (2014-Present); Director of The Yacktman Funds (2000-2012).

• Independent Chairman		William E. Chapman, II, 9/23/41

• Trustee since 2000 • Oversees 43 Funds in Fund Complex		President and Owner, Longboat Retirement Planning Solutions (1998-Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002-2009); Trustee Emeritus of Bowdoin College (2013-Present); Trustee of Bowdoin College (2002-2013); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2000		Edward J. Kaier, 9/23/45

• Oversees 43 Funds in Fund Complex		Attorney at Law and Partner, Teeters Harvey Marrone & Kaier LLP (2007-Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977-2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2013		Kurt A. Keilhacker, 10/5/63

• Oversees 45 Funds in Fund Complex		Managing Member, TechFund Capital (1997-Present); Managing Member, TechFund Europe (2000-Present); Trustee, Gordon College (2001-Present); Board Member, 6wind SA, (2002-Present); Managing Member, Clapham Partners I, LLC (2013-Present); Trustee of Aston Funds (25 portfolios) (2014-Present).

• Trustee since 2000		Steven J. Paggioli, 4/3/50

• Oversees 43 Funds in Fund Complex		Independent Consultant (2002-Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986-2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990-2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991-2001); Trustee, Professionally Managed Portfolios (45 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 – Present); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2013		Richard F. Powers III, 2/2/46

• Oversees 43 Funds in Fund Complex		Adjunct Professor, Boston College (2011-Present); Trustee of Aston Funds (25 portfolios) (2014-Present); Director of Ameriprise Financial Inc. (2005-2009); President and CEO of Van Kampen Investments Inc. (1998-2003).

• Trustee since 2000		Eric Rakowski, 6/5/58

• Oversees 45 Funds in Fund Complex		Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2013		Victoria L. Sassine, 8/11/65

• Oversees 45 Funds in Fund Complex		Lecturer, Babson College (2007 – Present); Trustee of Aston Funds (25 portfolios) (2014-Present).

• Trustee since 2000		Thomas R. Schneeweis, 5/10/47

• Oversees 43 Funds in Fund Complex		Professor Emeritus, University of Massachusetts (2013 - Present); Partner, S Capital Management, LLC (2007-Present); President, TRS Associates (1982-Present); Director, CISDM at the University of Massachusetts, (1996-2013); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-2013); Professor of Finance, University of Massachusetts (1977-2013); Partner, White Bear Partners, LLC (2007-2010); Partner, Northampton Capital Management, LLC (2004-2010); Trustee of Aston Funds (25 portfolios) (2010-Present).

AMG Funds

Trustees and Officers (continued)

Interested Trustees


Number of Funds
Overseen in Fund Complex		Name, Date of Birth, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

• Trustee since 2011		Christine C. Carsman, 4/2/52

• Oversees 45 Funds in Fund Complex		Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-Present); Trustee of Aston Funds (25 portfolios) (2014-Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2004-2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004).

Officers


Position(s) Held with Fund
and Length of Time Served		Name, Date of Birth, Principal Occupation(s) During Past 5 Years

• President since 2014		Jeffrey T. Cerutti, 2/7/68

• Principal Executive Officer since 2014		Chief Executive Officer, AMG Funds LLC (2014-Present); Director, President and Principal, AMG Distributors, Inc. (2014-Present); President and Principal Executive Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); President, VP Distributors, (2011-2014); Executive Vice President, Head of Distribution, Virtus Investment Partners, Inc. (2010-2014); Managing Director, Head of Sales, UBS Global Asset Management (2001-2010).

• Chief Operating Officer since 2007		Keitha L. Kinne, 5/16/58 Chief Operating Officer, AMG Funds LLC (2007-Present); Chief Investment Officer, AMG Funds LLC (2008-Present); Chief Operating Officer, AMG Distributors, Inc. (2007-Present); Chief Operating Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Managing Partner, AMG Funds LLC (2007-2014); President, AMG Funds (2012-2014); President, AMG Distributors, Inc. (2012-2014); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

• Secretary since 2011 • Chief Legal Officer since 2011		Lewis Collins, 2/22/66 Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010-Present); Secretary, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006-2010); Senior Counsel, Affiliated Managers Group, Inc. (2002-2006); Attorney, Ropes & Gray LLP (1998-2002).

• Chief Financial Officer since 2007 • Treasurer since 1999 • Principal Financial Officer since 1999		Donald S. Rumery, 5/29/58 Senior Vice President, AMG Funds LLC (2005-Present); Treasurer, AMG Funds III (1995-Present); Treasurer, AMG Funds (1999-Present); Treasurer, AMG Funds II (2000-Present); Chief Financial Officer, AMG Funds III, AMG Funds and AMG Funds II (2007-Present); Treasurer, Principal Financial Officer and Principal Accounting Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Treasurer and Chief Financial Officer, AMG Distributors, Inc. (2000-2012); Vice President, AMG Funds LLC, (1994-2004).

• Assistant Treasurer since 2014		John C. Ball, 1/9/76 Vice President, Assistant Treasurer, AMG Funds LLC (2014-Present); Assistant Treasurer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Vice President, State Street Corp. (2010-2014); Vice President, State Street International (Ireland) Limited (2007-2010).

• Chief Compliance Officer since 2010		John J. Ferencz, 3/9/62 Vice President, Legal and Compliance, AMG Funds LLC (2010-Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005-2010).

• Assistant Secretary since 2011		Michael S. Ponder, 9/12/73 Senior Vice President and Counsel, AMG Funds LLC (2011-Present); Attorney, DeNovo Legal (2009-2010); Vice President, Credit Suisse (2007-2009); Associate, Willkie Farr & Gallagher LLP (2006-2007).

• Anti-Money Laundering Compliance Officer since 2014		Patrick J. Spellman, 3/15/74 Senior Vice President, Chief Compliance Officer, Legal and Compliance, AMG Funds LLC (2011-Present); Chief Compliance Officer, AMG Distributors, Inc., (2010-Present); Anti-Money Laundering Compliance Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011).

Annual Renewal of Investment Management and SubAdvisory Agreement

At an in-person meeting held on June 19-20, 2014, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for AMG Managers Total Return Bond Fund (formerly Managers PIMCO Bond Fund) (the “Fund”) and the Subadvisory Agreement for the Subadvisor of the Fund. The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and the Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (the “Peer Group”), performance information for the relevant benchmark index (the “Fund Benchmark”) and, with respect to the Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 19-20, 2014, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisor under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreement; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT, AND QUALITY OF SERVICES.

provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of the Investment Manager’s duties with respect to the Fund and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties. In the course of their deliberations regarding the Investment Management Agreement, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Fund; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadvisor; (c) the Investment Manager’s ability to supervise the Fund’s other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadvisor, the Investment Manager: performs periodic detailed analysis and reviews of the performance by the Subadvisor of its obligations to the Fund, including without limitation a review of the Subadvisor’s investment performance in respect of the Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadvisor and other information regarding the Subadvisor, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadvisor responsible for performing the Subadvisor’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadvisor and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadvisor; assists the Board and management of the Trust in developing and reviewing information with respect to the annual consideration of the Subadvisory

Agreement; prepares recommendations with respect to the continued retention of the Subadvisor or the replacement of the Subadvisor; identifies potential successors to or replacements of the Subadvisor or potential additional subadvisors, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadvisor; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain a contractual expense limitation for the Fund. The Trustees also considered the Investment Manager’s risk management processes.

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


		52

Annual Renewal of Investment Management and SubAdvisory Agreement (continued)

considered the Subadvisor’s risk management processes.

PERFORMANCE.

As noted above, the Board considered the Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the Subadvisor’s performance as compared to an appropriate peer group of managed accounts and also considered the gross performance of the Fund as compared to the Subadvisor’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about the Fund’s performance results, portfolio composition and Investment Strategies. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadvisor. The Board was mindful of the Investment Manager’s attention to monitoring the Subadvisor’s performance with respect to the Fund and its discussions with management regarding the factors that contributed to the performance of the Fund.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2014 was below, below, above and above, respectively, the median performance of the Peer Group and below, above, above and above, respectively, the performance of the Fund Benchmark, the Barclays U.S. Aggregate Bond Index^®. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance. The Trustees also took into account the fact that the Fund ranked in the second quintile of the Peer Group for the 5-year period and in the top quintile relative to the Peer Group for the 10-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.

ADVISORY AND SUBADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee charged by the Investment Manager for managing the Fund, the Trustees noted that the

Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadvisor and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a “manager-of-managers” complex of mutual funds. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to the Fund. The Trustees concluded that, in light of the additional high quality supervisory services provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by the Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain a contractual expense limitation for the Fund.

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

provides in performing its functions under the Investment Management Agreement and supervising the Subadvisor. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Fund operates in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for the Fund at this time. With respect to economies of scale, the Trustees also noted that as the Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.

In considering the reasonableness of the fee payable by the Investment Manager to the Subadvisor, the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the manager-of-managers structure, noting that the Subadvisor is not affiliated with the Investment Manager. In addition, the Trustees considered other potential benefits of the subadvisory relationship to the Subadvisor, including, among others, the indirect benefits that the Subadvisor may receive from the Subadvisor’s relationship with the Fund, including any so-called “fallout benefits” to the Subadvisor, such as reputational value derived from the Subadvisor serving as Subadvisor to the Fund, which, prior to April 28, 2014, bore the Subadvisor’s name. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. As a consequence of all of the foregoing, the cost of services to be provided by the Subadvisor and the profitability to the Subadvisor of its relationship with the Fund were not material factors in the Trustees’ deliberations. For similar reasons, the Trustees did not consider potential economies of scale in the management of the Fund by the Subadvisor to be a material factor in their deliberations at this time.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of


		53

Annual Renewal of Investment Management and SubAdvisory Agreement (continued)

March 31, 2014 were higher and lower, respectively, than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2015, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.58%. The Trustees also took into account management discussion of the Fund’s expenses. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory and subadvisory fees are reasonable.

* * * *

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

Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement and the Subadvisory Agreement would be in the best interests of the Fund and its shareholders. Accordingly, on June 19-20, 2014, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement and the Subadvisory Agreement for the Fund.

THIS PAGE INTENTIONALLY LEFT BLANK


		AMG Funds

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^TM ONLY

AMG Funds

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

P.O. Box 9847

Providence, Rhode Island 02940-8047

(800) 358-7668

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


		AMG Funds

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 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 Mid Cap 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


		ANNUAL REPORT

AMG Funds

October 31, 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		AR022-1014

AMG Funds

Annual Report—October 31, 2014


TABLE OF CONTENTS		PAGE

LETTER TO SHAREHOLDERS		2

ABOUT YOUR FUND’S EXPENSES		3

PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS, AND SCHEDULES OF PORTFOLIO INVESTMENTS

AMG Frontier Small Cap Growth Fund		4

AMG TimesSquare All Cap Growth Fund		10

AMG Managers Emerging Opportunities Fund		16

AMG Managers Real Estate Securities Fund		25

NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS		30

FINANCIAL STATEMENTS

Statement of Assets and Liabilities		32

Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts

Statement of Operations		34

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

Statements of Changes in Net Assets		35

Detail of changes in assets for the past two fiscal years

FINANCIAL HIGHLIGHTS		37

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

NOTES TO FINANCIAL HIGHLIGHTS		43

NOTES TO FINANCIAL STATEMENTS		44

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		53

TRUSTEES AND OFFICERS		54

ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS		56


		Letter to Shareholders

DEAR SHAREHOLDER:

Respectfully,

LOGO

Jeffery Cerutti

President

AMG Funds


Average Annual Total Returns		Periods ended October 31, 2014
Stocks:		1 Year			3 Years			5 Years
Large Caps	(S&P 500 Index)		17.27	%		19.77	%		16.69	%
Small Caps	(Russell 2000^® Index)		8.06	%		18.18	%		17.39	%
International	(MSCI All Country World Index ex USA Index)		0.06	%		7.76	%		6.09	%
Bonds:
Investment Grade	(Barclays U.S. Aggregate Index)		4.14	%		2.73	%		4.22	%
High Yield	(Barclays U.S. High Yield Bond Index)		5.82	%		9.39	%		10.44	%
Tax-exempt	(Barclays Municipal Bond Index)		7.82	%		4.93	%		5.26	%
Treasury Bills	(BofAML U.S. Treasury Bill 6 Month Index)		0.14	%		0.16	%		0.23	%

About Your Fund’s Expenses

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES


Six Months Ended October 31, 2014	Expense Ratio for the Period			Beginning Account Value 5/01/14		Ending Account Value 10/31/14		Expenses Paid During the Period*
AMG Frontier Small Cap Growth Fund
Investor Class
Based on Actual Fund Return		1.55	%	$	1,000	$	1,033	$	7.94
Hypothetical (5% return before expenses)		1.55	%	$	1,000	$	1,017	$	7.88
Service Class
Based on Actual Fund Return		1.28	%	$	1,000	$	1,034	$	6.56
Hypothetical (5% return before expenses)		1.28	%	$	1,000	$	1,019	$	6.51
Institutional Class
Based on Actual Fund Return		1.05	%	$	1,000	$	1,036	$	5.39
Hypothetical (5% return before expenses)		1.05	%	$	1,000	$	1,020	$	5.35
AMG TimesSquare All Cap Growth Fund
Investor Class
Based on Actual Fund Return		1.28	%	$	1,000	$	1,080	$	6.71
Hypothetical (5% return before expenses)		1.28	%	$	1,000	$	1,019	$	6.51
Service Class
Based on Actual Fund Return		0.89	%	$	1,000	$	1,082	$	4.67
Hypothetical (5% return before expenses)		0.89	%	$	1,000	$	1,021	$	4.53
Institutional Class
Based on Actual Fund Return		0.79	%	$	1,000	$	1,083	$	4.15
Hypothetical (5% return before expenses)		0.79	%	$	1,000	$	1,021	$	4.02
AMG Managers Emerging Opportunities Fund
Service Class
Based on Actual Fund Return		1.43	%	$	1,000	$	1,028	$	7.31
Hypothetical (5% return before expenses)		1.43	%	$	1,000	$	1,018	$	7.27
Institutional Class
Based on Actual Fund Return		1.18	%	$	1,000	$	1,029	$	6.03
Hypothetical (5% return before expenses)		1.18	%	$	1,000	$	1,019	$	6.01
AMG Managers Real Estate Securities Fund
Based on Actual Fund Return		1.20	%	$	1,000	$	1,107	$	6.37
Hypothetical (5% return before expenses)		1.20	%	$	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 (184), then divided by 365.

AMG Frontier Small Cap Growth Fund

Portfolio Manager’s Comments

THE PORTFOLIO MANAGER

Frontier Capital Management Co. LLC (“Frontier”) manages client assets in small-, small/mid-, mid- and large-cap U.S. equity strategies. The AMG Frontier Small Cap Growth Fund follows a small-cap growth discipline as Frontier implements its “GARP” investment approach to select attractive small-cap stocks.

Frontier believes:

•

Fundamental research is the cornerstone to adding value

•

Stock prices ultimately are linked to sales and earnings growth

•

Growth must be purchased at a reasonable price (“GARP”)

•

Research is a continuous process

Frontier utilizes and draws support from its entire team of 18 investment professionals to identify opportunities and conduct fundamental research. Through fundamental bottom-up research, Frontier seeks long-term capital appreciation by investing in small-capitalization companies that it believes have above-average earnings growth potential and are available at reasonable valuations.

Frontier looks for companies it believes can generate long-term, sustainable earnings, managed by qualified professionals capable of executing a well-conceived strategic plan. Frontier seeks businesses that can generate superior rates of return on capital in excess of their cost of capital over a business cycle, due to above-average secular growth prospects or a competitive advantage.

THE YEAR IN REVIEW

For the fiscal year ended October 31, 2014, the AMG Frontier Small Cap Growth Fund (Service Class) (the “Fund”) returned 7.5%, compared with the Russell 2000^® Growth Index, which returned 8.3%.

U.S. equities finished the twelve months ending October 31, 2014 with strong positive returns. Small caps trailed large caps as the Russell 2000^® rose 8.1% versus the 16.8% gain of the large cap Russell 1000®. The U.S. economy continues to show resilience and remains the bright spot globally. The October Institute for Supply Management manufacturing index regained its 3¹⁄₂ year high of 59.0 achieved in August and surpassed expectations for a decline. The underlying details were even better as the production gauge hit a 10-year high and new orders rose to the second highest level of the past decade. While the service index slowed to 57.1 last month, from 58.6 in September, the employment gauge rose to its highest level since 2005. Readings above 50 indicate economic expansion. Confirming the data, nonfarm payrolls grew a seasonally adjusted 214,000 in October dropping the unemployment rate to 5.8%, its lowest level since 2008. This was the ninth month where the economy added over 200,000 jobs, the best streak since 1995. Improving consumer confidence and falling oil prices should support further U.S. economic expansion despite concerns over China’s slowing growth, Europe flirting with recession and Middle East turmoil.

Our three top contributing sectors were technology, consumer discretionary and financial services. The Fund carried a significant overweight in technology this year and it has been our best relative return sector, up 18%, versus the 10% gain of the benchmark. In particular, our semiconductor holdings were up over 44% for the trailing 12 months, compared to the 37% industry return in the Russell 2000^® Growth. This sector has been led by TriQuint Semiconductor, Inc. (TriQuint”), up 146%. TriQuint is gaining share in the mobile devices market that requires increasing numbers of its power amplifiers and filters. The company is also merging with competitor RF Micro Devices, which will result in much higher margins and earnings for the combined company. In early October, Microchip Technology, a semiconductor manufacturer, preannounced disappointing results and called for an industry-wide downturn.

Historically, Microchip has been considered the “canary in the coal mine” as it usually is one of the first companies in the industry to experience a slowdown in orders. Almost all semiconductor stocks fell significantly on this news; however, as more companies have reported earnings, it appears as though the majority of the weakness is related to a slowdown in China and we believe a sharp semiconductor downturn is unlikely. While the Fund remained overweight in technology, we reduced our weighting by selling five hardware related technology positions: Advanced Energy Industries, Ingram Micro, Monolithic Power Systems, ON Semiconductor and Teradyne, and trimming positions in several other holdings as well.

The Fund has been underweight consumer discretionary, our second strongest contributing sector. Our 7% return outpaced the 1% decline of the benchmark. Our positioning in the sector had been predicated on most consumer companies operating at peak margins, consumer stocks having outperformed for five years and consumers combatting tepid wage gains and increased taxes. After sales trends slowed markedly at the end of last year and the stocks corrected, we added to our consumer exposure and are currently overweight the index. Commercial truck axle manufacturer Meritor, classified under auto, was our strongest contributing stock, up 67%. New management has reinvigorated the business and is laser focused on improving profit margins. Mattress retailer and manufacturer Select Comfort, who sells the Sleep Number bed, appreciated 40% reflecting share gains and improved industry sales.

Financial services, an overweight sector, was also a strong contributing sector, as our 17% return outpaced the 11% return of the index. Results were led by the 24% advance of brokerage firm Raymond James. It remains a top holding in the portfolio and the company is experiencing solid results in each of its businesses: investment banking, private client services, asset management and conventional banking. The Fund also benefitted from the 29% gain of payment

AMG Frontier Small Cap Growth Fund

Portfolio Manager’s Comments (continued)

processor Heartland Payment Systems. Our investment thesis centering on the company’s captive salesforce being a competitive moat to new emerging payment systems such as Square appears to be unfolding. Additionally, management efforts to accelerate sales are gaining traction, as new processing equipment installed is at record levels.

Producer durables was our largest detractor to absolute performance, as our -7% return lagged the 4% gain of the benchmark. While we were overweight the sector during the fiscal year, we have sold several positions and are currently underweight. Detractors included engineering firm MasTec, down 10%, and back office support firm Advisory Board Company, down 22%. MasTec was hurt by a significant slowdown in wireless capital spend by its largest customer, AT&T. In addition, investors are concerned that lower oil prices will hurt the company’s pipeline construction business. We believe the company will take share in wireless, posting substantial growth, that the pipeline business will remain robust for the foreseeable future and that the stock is undervalued. Advisory Board has declined as the company has made several acquisitions of early-stage technology health care companies that are currently unprofitable, hurting profit margins and earnings per share. We had materially reduced the holding during the year and it is now a small position. We recently met with management and believe they now recognize the importance of improving operating margins and we continue to hold our small position. We would look to add to our holdings if our research indicates

that the investments the company made over the last year would lead to accelerating growth and improved profitability.

While geopolitical turmoil and softening economies outside the U.S. create uncertainty for financial markets, recent economic data make it clear that our economy continues to improve. Supporting a continued low-interest-rate environment, inflation expectations remain restrained and weakening global economies, particularly in China and Europe, have resulted in commodity price declines, particularly oil. The decline in the West Texas Intermediate crude prices from $105 to $75 per barrel has resulted in lower gasoline prices for consumers and a financial stimulus estimated at $500 annualized per U.S. household. Finally, and perhaps most importantly, are the improvements in the labor market with the unemployment rate down to 5.8%, the lowest rate in over six years. The stronger labor market in the context of lower energy prices is likely to provide a foundation for solid consumer spending as we head into the holidays and 2015. The inflation outlook remains muted and corporate profits appear poised to grow from record levels. Unless there are policy errors or exogenous major geopolitical shocks, we expect stocks to continue their advance higher.

In short, the U.S. economy appears to be decoupling from the rest of the world. One consequence of this is a rising value for the U.S. dollar. In this environment, smaller companies, which generally have more domestic revenue concentration, should fundamentally

perform better than large multinationals. In addition, the stronger dollar will have less of a translation headwind to profits of smaller, more domestically-oriented companies. Given all of these factors, we are optimistic about the prospects for small-cap equity returns in the year ahead.

This commentary reflects the viewpoints of the portfolio manager, Frontier Capital Management Company, LLC as of October 31, 2014 and is not intended as a forecast or guarantee of future results.

The Russell 2000^® Growth Index measures the performance of the Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.

The Russell 2000^® Index is composed of the 2000 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.

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

AMG Frontier Small Cap Growth Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG Frontier Small Cap Growth Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This chart compares a hypothetical $10,000 investment made in AMG Frontier Small Cap Growth Fund’s Service Class on October 31, 2004, to a $10,000 investment made in the Russell 2000^® Growth Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

LOGO

The table below shows the average annual total returns for the AMG Frontier Small Cap Growth Fund and the Russell 2000^® Growth Index for the same time periods ended October 31, 2014.


Average Annual Total Returns¹	One Year			Five Years			Ten Years			Since Inception			Inception Date
AMG Frontier Small Cap Growth Fund^2,3,4
Investor Class		7.19	%		—			—			14.49	%		01/01/10
Service Class		7.46	%		16.23	%		9.88	%		7.71	%		09/24/97
Institutional Class		7.74	%		—			—			15.03	%		01/01/10
Russell 2000^® Growth Index⁵		8.26	%		18.61	%		9.42	%		5.40	%		09/24/97	^†

Distributed by AMG Distributors, Inc., member FINRA.

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

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 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 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 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.

The Russell 2000^® Growth Index is a registered trademark of Russell Investments. Russell^® is a trademark of Russell Investments.

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

AMG Frontier Small Cap Growth Fund

Fund Snapshots (unaudited)

October 31, 2014

PORTFOLIO BREAKDOWN


Sector	AMG Frontier Small Cap Growth Fund**	Russell 2000^® Growth Index
Information Technology	32.6%	25.5%
Health Care	19.9%	22.8%
Industrials	17.8%	14.8%
Consumer Discretionary	12.4%	15.2%
Financials	8.4%	7.9%
Energy	3.5%	3.9%
Materials	2.7%	5.1%
Telecommunication Services	1.7%	0.8%
Consumer Staples	0.7%	3.8%
Utilities	0.0%	0.2%
Other Assets and Liabilities	0.3%	0.0%

^**	As a percentage of net assets.

TOP TEN HOLDINGS


Security Name		% of Net Assets
Raymond James Financial, Inc.^*		3.1%
Watsco, Inc.^*		2.8
Tessera Technologies, Inc.^*		2.7
Alkermes PLC^*		2.5
Ellie Mae, Inc.		2.5
MEDNAX, Inc.^*		2.5
WABCO Holdings, Inc.^*		2.4
Synaptics, Inc.		2.3
MasTec, Inc.^*		2.3
Puma Biotechnology, Inc.		2.3

Top Ten as a Group		25.4%

^*	Top Ten Holding at April 30, 2014.

AMG Frontier Small Cap Growth Fund

Schedule of Portfolio Investments

October 31, 2014


	Shares		Value
Common Stocks—99.7%
Consumer Discretionary—12.4%
2U, Inc.^*		17,781	$	323,614
American Eagle Outfitters, Inc.		13,891		178,777
Boot Barn Holdings, Inc.^*		413		7,331
Chico’s FAS, Inc.		18,269		275,496
DSW, Inc., Class A		12,522		371,277
Fiesta Restaurant Group, Inc.^*		5,472		301,781
Fox Factory Holding Corp.^*		20,569		348,439
Harman International Industries, Inc.		3,471		372,577
IMAX Corp.^*		7,630		224,780
LifeLock, Inc.^*		17,068		288,620
LKQ Corp.^*		20,822		594,884
Noodles & Co.^*,1		9,100		207,753
Select Comfort Corp.^*		14,576		374,457
Tilly’s, Inc., Class A^*		19,873		141,496
Vera Bradley, Inc.^*		6,886		157,001
Vitamin Shoppe, Inc.^*		6,665		312,788
Total Consumer Discretionary				4,481,071
Consumer Staples—0.7%
Natural Grocers by Vitamin Cottage, Inc.^*,1		13,200		239,052
Energy—3.5%
Carrizo Oil & Gas, Inc.^*		7,371		382,850
Emerald Oil, Inc.^*		15,191		48,307
InterOil Corp.^*,1		1,589		90,001
Matrix Service Co.^*		14,764		369,986
SandRidge Energy, Inc.^*,1		24,078		93,904
WPX Energy, Inc.^*		15,700		300,184
Total Energy				1,285,232
Financials—8.4%
Allied World Assurance Co. Holdings AG		19,862		754,756
Jones Lang LaSalle, Inc.		2,804		379,129
Raymond James Financial, Inc.		20,428		1,146,624
Signature Bank^*		4,966		601,532
Waddell & Reed Financial, Inc., Class A		3,493		166,756
Total Financials				3,048,797
Health Care—19.9%
Alkermes PLC^*		18,210		920,515
Avalanche Biotechnologies, Inc.^*		5,973		214,311
BioDelivery Sciences International, Inc.^*,1		6,100		106,140


	Shares		Value
Celldex Therapeutics, Inc.^*,1		10,754	$	180,129
Centene Corp.^*		3,968		367,715
DexCom, Inc.^*		15,645		703,243
Insulet Corp.^*		13,445		580,421
Intercept Pharmaceuticals, Inc.^*		1,500		387,585
Intrexon Corp.^*,1		29,260		653,083
Kite Pharma, Inc.^*,1		1,646		60,886
Medidata Solutions, Inc.^*		8,800		396,968
MEDNAX, Inc.^*		14,350		895,870
Molina Healthcare, Inc.^*		4,300		209,152
PerkinElmer, Inc.		4,560		197,995
Puma Biotechnology, Inc.^*		3,282		822,469
Sangamo BioSciences, Inc.^*,1		20,950		254,333
Unilife Corp.^*		67,231		246,738
United Therapeutics Corp.^*		116		15,192
Total Health Care				7,212,745
Industrials—17.8%
A. O. Smith Corp.		11,362		606,163
The Advisory Board Co.^*		3,923		210,547
Carlisle Cos., Inc.		4,205		373,740
KAR Auction Services, Inc.		15,096		458,315
MasTec, Inc.^*		29,114		833,825
Meritor, Inc.^*		30,083		345,654
MSA Safety, Inc.		5,654		324,935
Pall Corp.		156		14,261
Quanta Services, Inc.^*		12,072		411,414
RPX Corp.^*		6,337		89,035
Stock Building Supply Holdings, Inc.^*		16,910		265,318
Terex Corp.		8,418		242,186
WABCO Holdings, Inc.^*		8,851		861,910
Watsco, Inc.		9,875		1,003,497
WESCO International, Inc.^*		4,935		406,693
Total Industrials				6,447,493
Information Technology—32.6%
3D Systems Corp.^*,1		7,000		264,600
Aspen Technology, Inc.^*		5,046		186,349
Belden, Inc.		11,372		809,573
Blackhawk Network Holdings, Inc., Class B^*		8,200		273,880
Callidus Software, Inc.^*		22,410		315,757
Ellie Mae, Inc.^*		23,654		907,840

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

AMG Frontier Small Cap Growth Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Information Technology—32.6% (continued)
Envestnet, Inc.^*		6,021	$	267,453
FleetMatics Group PLC^*		14,480		537,787
FLIR Systems, Inc.		7,392		247,854
Fortinet, Inc.^*		16,472		429,096
Heartland Payment Systems, Inc.		12,683		655,077
Integrated Device Technology, Inc.^*		33,573		550,933
Jack Henry & Associates, Inc.		7,845		469,288
Kulicke & Soffa Industries, Inc.^*		20,498		295,581
Microsemi Corp.^*		4,826		125,814
Pandora Media, Inc.^*		895		17,256
QLogic Corp.^*		33,792		399,083
QuinStreet, Inc.^*		16,752		67,846
RealPage, Inc.^*		7,164		142,349
Rovi Corp.^*		14,667		306,247
Semtech Corp.^*		6,623		168,092
Silver Spring Networks, Inc.^*,1		12,232		117,183
Synaptics, Inc.^*		12,365		846,137
Synchronoss Technologies, Inc.^*		1,510		78,022
Tangoe, Inc.^*		33,186		486,839
Tessera Technologies, Inc.		32,542		988,951
TriQuint Semiconductor, Inc.^*		28,189		609,728
Ultratech, Inc.^*		9,892		189,234
Universal Display Corp.^*,1		567		17,736
Virtusa Corp.^*		5,652		231,619
Web.com Group, Inc.^*		20,343		417,642
WEX, Inc.^*		3,515		399,163
Yelp, Inc.^*,1		278		16,680
Total Information Technology				11,836,689
Materials—2.7%
Caesarstone Sdot-Yam, Ltd.		6,394		357,169


	Shares		Value
Eagle Materials, Inc.		3,511	$	306,967
Globe Specialty Metals, Inc.		16,450		309,424
Total Materials				973,560
Telecommunication Services—1.7%
Cogent Communications Holdings, Inc.		18,278		620,355
Total Common Stocks (cost $24,562,216)				36,144,994

	Principal Amount
Short-Term Investments—4.2%
Repurchase Agreements—3.3%²
Cantor Fitzgerald Securities, Inc., dated 10/31/14, due 11/03/14, 0.130%, total to be received $1,000,011 (collateralized by various U.S. Government Agency Obligations, 0.000%—10.500%, 01/01/15—09/20/64, totaling $1,020,000)	$	1,000,000		1,000,000
Nomura Securities USA, Inc., dated 10/31/14, due 11/03/14, 0.110%, total to be received $207,283 (collateralized by various U.S. Government Agency Obligations, 0.000%—7.250%, 11/03/14—11/01/44, totaling $211,427)		207,281		207,281
Total Repurchase Agreements				1,207,281

	Shares
Other Investment Companies—0.9%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		326,520		326,520
Total Short-Term Investments (cost $1,533,801)				1,533,801
Total Investments—103.9% (cost $26,096,017)				37,678,795
Other Assets, less Liabilities—(3.9)%				(1,401,609	)
Net Assets—100.0%			$	36,277,186

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

AMG TimesSquare All Cap Growth Fund

Portfolio Manager’s Comments

The AMG TimesSquare All Cap Growth Fund

(the “Fund”) seeks to achieve long-term capital appreciation by investing in the stocks of large-, mid- and small-capitalization companies.

THE PORTFOLIO MANAGER

TimesSquare Capital Management, LLC (“TimesSquare”), the Fund’s subadvisor, utilizes a bottom-up fundamental approach to all-cap investing. Led by co-managers Kenneth Duca, Tony Rosenthal and Grant Babyak, the investment team at TimesSquare believes its proprietary fundamental research skills, which place a particular emphasis on the assessment of management quality and an in-depth understanding of superior business models, enable the team to build a diversified portfolio of large-cap, mid-cap and small-cap growth stocks designed to generate good risk-adjusted returns. When selecting growth stocks, Fund management utilizes a fundamental, bottom-up process to identify companies that demonstrate consistent and sustainable revenue and earnings growth, offer distinct and sustainable competitive advantages, have strong, experienced management teams, have stocks selling at reasonable valuations and that Fund management believes have the potential to appreciate in price by 25 to 50% within the next 12 to 18 months.

THE PERIOD IN REVIEW

For the fiscal year ended October 31, 2014, the AMG TimesSquare Growth Equity Fund (Institutional Class Shares) returned 12.2%, underperforming the Russell 3000® Growth Index, which returned 16.4%.

As 2013 ended, the high-profile overhangs of tapering and budgets were addressed. Fourth-quarter returns, ranging from 8% to 10% across U.S. equity segments, capped a remarkable year for the markets. An orderly changing of the guard was signaled at the U.S. Federal Reserve (“the Fed”) as outgoing chair Bernanke announced the long-awaited tapering of open market bond purchases. The surprisingly early reduction from $85 billion to $75 billion a month kept markets calm, given the taper’s gradual nature. At the

same time, a two-year federal budget deal was reached, making unlikely a repeat of October’s 16-day government shutdown.

The U.S. equity markets traveled a bumpy road in the first quarter of 2014. Gains in February overcame retreats in January and March, to lead the major indices to positive returns of approximately 2%. Stirring the markets was a downward revision to the initial estimate for the prior quarter’s GDP growth. This was coupled with lower consumer spending caused, in part, by one of the coldest winters on record, leading some to reset growth expectations for 2014. Related to that, corporate managements in general have been reducing their forward guidance below estimates. On a more optimistic note, the Institute for Supply Management’s metrics of manufacturing and service activities remained above the economic expansion level, while measures of consumer confidence and sentiment indicated optimism. Added to the mix was the Fed’s third consecutive $10 billion reduction of monthly bond purchases, which slowed the pace to $55 billion beginning in April.

The U.S. stock markets sprang ahead in the second quarter, unperturbed by repeated downward revisions to the prior quarter’s GDP growth rate, which, at -2.9%, saw the greatest decline in five years. At the same time, however, the Institute for Supply Management’s (“ISM”) metrics of manufacturing and service activities remained above the economic expansion level — in line with general expectations — and measures of consumer confidence and sentiment remained optimistic. Businesses and consumers likely dismissed the broad economic slowdown as both weather-induced and short-term in nature. Instead, they latched onto positive job growth and stock market returns. The song remained the same as the Fed reduced again by $10 billion its monthly bond purchases, which was $35 billion beginning in July. More notably, the Fed highlighted the strengthening employment situation as contributing to its view that the zero-interest rate policy might change as early as 2015.

In the third quarter, U.S. stock markets gyrated as economic readings often conflicted with prior expectations as well as with each other. By the end of the quarter, the major stock indices showed flat to negative returns. The final revision to GDP growth for the second quarter was edged up to 4.6% — matching the prior peak set at the end of 2011. Underlying that growth were pockets of increased corporate capital expenditures and higher levels of consumer spending. While the ISM’s metrics of manufacturing and service activities remained above the economic expansion level, the pace for each slackened by a larger degree than had been expected. As evidenced by increased consumer spending, consumer sentiment climbed although consumer confidence unexpectedly fell. The Fed hewed closely to its playbook and reduced monthly bond purchases by $10 billion for the seventh consecutive time, with the expectation that the final $15 billion of monthly purchases would cease with October. The eventual end of its zero-interest rate policy was deferred when Fed chair Yellen maintained it would be a “considerable time” before interest rates would be increased. As the quarter ended, oil prices fell sharply to the lowest levels in over a year, and although home prices climbed, it was at a decelerating rate of growth. Meanwhile, the job market strengthened as the unemployment rate fell below 6% for the first time since mid-2008.

Shrugging off the ghosts of Octobers past, the U.S. stock markets posted solid gains this month. Broadly speaking, recent economic activity was strong, with the initial 3.5% estimate for third quarter GDP growth and the ISM’s metrics of manufacturing activities both better than expected. The ISM’s measure of service activity was below expectations, yet still safely above the expansion level. No surprises came from the Fed as it officially ended the “quantitative easing” monthly bond-buying program that had been in place since September 2012. The Fed felt comfortable doing so since inflation has remained in check and the labor market has strengthened — the unemployment rate fell to 5.8% at the end of October. The outlook for consumers improved as

AMG TimesSquare All Cap Growth Fund

Portfolio Manager’s Comments (continued)

measures of sentiment and confidence rose by an unexpected amount, to their highest levels since 2007. Likely, lower gasoline prices factored into those views as oil prices fell to another 12-month low.

The portfolio underperformed the Russell 3000® Growth Index on a relative basis during the past trailing year. Stock selection had a strong negative effect and drove our underperformance; in general, our investments in technology, consumer staples, health care and producer durables lagged their counterparts in the index, while our holdings in financial services and consumer discretionary outperformed. Sector allocation had a slight positive effect although we continue to build our concentrated all-cap growth portfolio from the bottom-up.

Technology was our most challenging sector during this 12-month time frame, and we sold out of CommVault Systems Inc. and NeuStar Inc., both down -36% while they were in the portfolio. CommVault provides data and information management software applications and related services. Results from its second quarter disappointed investors and management with part of the software revenue miss stemming from poor sales execution. Management was cautious about the macro environment, especially from Europe, which made its sales cycle more unpredictable. Even though CommVault continued to gain market share in the storage software market, we believed there was too much uncertainty and sold the stock to make room for higher quality names. NeuStar provides real-time information and analysis to the internet, telecommunications, information services, financial services, retail, media and advertising sectors. The weakness in the stock was attributed to the circulation of a document in late April which called for negotiating terms of the Number Portability Administration contract with a new vendor and away from NeuStar. It’s worth noting that this document was premature, as contract negotiations were not yet final at the time and still are not. The stock appeared to have priced in the loss of this business. Nevertheless, near-term challenges were likely to persist and we decided to

sell the name. On a more positive note, Facebook Inc., newly purchased in the portfolio at the end of last year, rose 62% since we initiated the position. The social media and networking company consistently reported strong accelerating advertising revenues and earnings growth that outpaced consensus estimates, driven by higher realized pricing for mobile advertising. Mobile now represents 59% of advertising revenue. We used the later run-up as an opportunity to trim the position.

Our underperformance in consumer staples was mostly driven by health and wellness specialty retailer GNC Holdings, Inc.’s weak -38% return. GNC reported its second consecutive quarterly miss in the third quarter of 2013. The stock was impacted by a multitude of factors, including weak consumer environment, particularly in mall traffic, and fears of a weather disruption in some of their markets. While the Gold Card program is boosting store traffic, they have experienced lower average tickets from new Gold Card users. Coupled with the announcement that both the CEO and CFO were leaving the company, we lost faith in the management and sold our position. We had been trimming the name up until this point, although GNC was the bottommost detractor to the portfolio this year.

Health care was the best performing sector on an absolute basis this year, and while we had a few weaker health care names, our relative underperformance was mostly due to the strength of the benchmark. Celldex Therapeutics, Inc. is a biopharmaceutical company focused on the treatment of cancer and other diseases based on its antibody-focused, precision-targeted immunotherapy platform. Celldex fell -20% after the company announced it would discontinue its clinical trial of CDX-1135 for dense deposit disease (DDD) due to difficulties in enrolling patients. Even though Celldex still has quite a few other immune-therapies in the pipeline, the stock was likely to trade sideways in the near-term so we decided to liquidate our position from this concentrated, best ideas portfolio. Another relative detractor was Air Methods Corp., a provider of air

medical emergency transport services and systems in the U.S. utilizing helicopters and fixed-wing aircraft. Earlier in the year, the name had rallied due to revenues and earnings that beat consensus estimates, driven by stronger-than-expected same-store volumes as well as base conversions. However, in third quarter, Air Methods preannounced negative numbers, due to lower-than-anticipated commercial payor mix, which we believe to be short-term volatility. All-in-all, Air Methods was up 8% for the year, which trailed the benchmark sector average return of 34%. More positive news was found in Actavis Plc, a global specialty pharmaceutical company. The company reported strong results with beats to revenue and earnings estimates, due to strength in its generic segment, and surged ahead by 50%. With its Forest Labs acquisition, which closed in July 2014, Actavis will broaden its branded pharmaceutical segment in areas such as gastrointestinal, respiratory and cystic fibrosis. Actavis was the top contributor to the portfolio this year.

Within producer durables, On Assignment Inc. provides in-demand, skilled professionals in areas such as technology, health care and life science. For the third quarter of 2014, On Assignment reported a mixed quarter with better-than-expected earnings although with weaker revenues. A greater influence on the subsequent -13% price decline was the reduced forward guidance, as management cited project delays at some larger customers and noted that its Oxford division for health care IT was not reaccelerating on its growth path as quickly as had been expected. That may not change for several quarters, so we are reevaluating On Assignment’s place in the portfolio. We changed tracks in this sector when we exited Union Pacific Corporation and initiated a position in CSX Corporation in July 2014. The freight rail industry has always been an attractive one, with very high barriers to entry and rational pricing where the rail companies had limited direct competition — Union Pacific’s routes were generally west of the Mississippi River while CSX’s were east of it. In our view, Union Pacific’s

AMG TimesSquare All Cap Growth Fund

Portfolio Manager’s Comments (continued)

valuations were near their historical highs while CSX seemed undervalued, though both should benefit from growing shipping volume trends. CSX has been up 14% since purchased.

Overall, the financial services was a credit to the portfolio this year. New to the portfolio was WisdomTree Investments, the exchange-traded funds (ETF) provider. The company’s stock price had been weak following outflows from its Yen-hedged Japanese equity offering, though we believed offsetting inflows to other ETFs, particularly European and Indian, mitigated the market’s concerns and we initiated the position in August 2014. Subsequently WisdomTree’s net flows turned positive year-to-date and its share price increased by 32% since we began buying. Posting a 19% gain was Alliance Data Systems, a provider of transaction-based marketing and customer loyalty solutions. Alliance was credited with strong earnings ahead of estimates and organic growth in its Epsilon marketing services segment, and management raised full year guidance. The company’s pipeline appeared robust with the anticipated addition of approximately 33% growth of new private label clients in 2014 versus 2013 including: BJ’s Wholesale Club, Overstock.com, Designer Shoe Warehouse, Orbitz and Virgin America. Based on those new signings and positive credit trends, we believe that Alliance’s growth should reaccelerate to higher levels. On the debit side was Intercontinental Exchange, the operator of global exchanges for energy, financial and commodity trading. The first half of the year saw investors penalizing the company due to concerns over the U.K. financial regulator’s Markets in Financial Instruments Directive II (MiFID II) and high-frequency trading. The former relates to reforms in Europe which may impact the dominant position of European futures exchanges, among them ICE’s London

International Financial Futures and Options Exchange (LIFFE). It’s worth noting, the rules are not yet final and are years from being implemented. In terms of the latter, ICE has minimal exposure to high-frequency trading when compared to their overall revenues and earnings. The second half of the year saw ICE recover as trading volumes rebounded, especially due to low-energy prices and interest rates. ICE exceed expectations for earnings and the company continued to buy back its stock, but was still a relative detractor to our portfolio, as it was up only 9% over the year compared with a benchmark sector average return of 16%.

Better fortune came from our consumer discretionary names, especially from our new position in Alibaba Group, which we bought during its September 2014 IPO and afterward. As the largest e-commerce company in the world, Alibaba has nearly 80% market share in China — its footprint was equivalent to the Amazon, eBay, and Google’s combined presence in the U.S. With such a dominant position, Alibaba benefits from the inherent network effects that also create significant barriers to entry for competitors. Investors have recognized that and its share price climbed 48%. Walt Disney Co., the diversified international family entertainment and media company, is another name that thrived this year. Disney climbed 35% on its blockbuster hit movie “Frozen,” which was the highest grossing animated film of all time and also a best-selling title on Blu-ray and digital. The company was further aided by strength in its Studio Entertainment, Parks & Resorts, and Consumer Products segments. Continuing the good news was O’Reilly Automotive Inc., a specialty retailer of automotive parts, tools and accessories. O’Reilly issued solid revenues and estimates driven by same-store sales growth, with the pace of new

store openings running ahead of original plans. O’Reilly had doubled the amount of customers in their loyalty program. The company viewed this as an important element of their marketing efforts and plans to tie this into a new point-of-sale system that is expected to be rolled out this summer. O’Reilly approached our price target and was sold out of the portfolio in February 2014 after achieving a 21% return. A dark spot on the portfolio was Starbucks Corporation, the global coffeehouse chain. The company reported inline EPS with improving prospects as the company adds more food and beverage items to their menus. However, we were worried about the rising cost of coffee beans and sold out of the position. An unprecedented drought in Brazil destroyed much of the country’s coffee crop, which would impact supplies and prices for several years to come. Starbucks was down -6% during the period when we held it.

Moving toward the end of 2014, the U.S markets are likely envisioning a world without quantitative easing. Some areas of the economy have seen increased capital expenditures, but corporate spending has not yet broadened widely. Those companies with significant overseas exposures — typically larger capitalizations — cast a worried eye on slowing growth in China and the frail European economy. Remaining constant is our approach of bottom-up analysis and identifying superior growth businesses to build our portfolios, no matter what the economic environment or outlook may bring.

This commentary reflects the viewpoints of the portfolio manager, TimesSquare Capital Management, LLC as of October 31, 2014 and is not intended as a forecast or guarantee of future results, and is subject to change without notice.

AMG TimesSquare All Cap Growth Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG TimesSquare All Cap Growth Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This chart compares a hypothetical $10,000 investment made in AMG TimesSquare All Cap Growth Fund’s Institutional Class on July 30, 2010 (commencement of operations) to a $10,000 investment made in the Russell 3000^® Growth Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

LOGO

The table below shows the average annual total returns for the AMG TimesSquare All Cap Growth Fund and the Russell 3000^® Growth Index for the same time periods ended October 31, 2014.


Average Annual Total Returns¹	One Year			Since Inception			Inception Date
AMG TimesSquare All Cap Growth Fund^2,3,4,5,6
Investor Class		11.59	%		15.64	%		07/30/10
Service Class		12.04	%		16.12	%		07/30/10
Institutional Class		12.17	%		16.15	%		07/30/10
Russell 3000^® Growth Index⁷		16.39	%		18.52	%		07/30/10	^†

Distributed by AMG Distributors, Inc., member FINRA.

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

Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 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 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.

⁵	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.

⁶

Investing in 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.

⁷	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.

The Russell 3000^® Growth Index is a registered trademark of Russell Investments. Russell^® is a trademark of Russell Investments.

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

AMG TimesSquare All Cap Growth Fund

Fund Snapshots (unaudited)

October 31, 2014

PORTFOLIO BREAKDOWN


Sector	AMG TimesSquare All Cap Growth Fund**			Russell 3000^® Growth Index
Information Technology		30.4	%		28.0	%
Consumer Discretionary		14.8	%		17.9	%
Industrials		15.3	%		12.2	%
Health Care		12.4	%		14.9	%
Financials		10.3	%		5.5	%
Materials		5.3	%		4.1	%
Energy		5.1	%		5.2	%
Consumer Staples		4.5	%		9.9	%
Telecommunication Services		0.0	%		2.2	%
Utilities		0.0	%		0.1	%
Other Assets and Liabilities		1.9	%		0.0	%

**	As a percentage of net assets.

TOP TEN HOLDINGS


Security Name	% of Net Assets
Actavis PLC		3.1	%
MasterCard, Inc., Class A^*		3.0
Alliance Data Systems Corp.		3.0
The Walt Disney Co.^*		3.0
Prudential Financial, Inc.		3.0
American Tower Corp.^*		3.0
CSX Corp.		3.0
Apple, Inc.		2.9
DaVita HealthCare Partners, Inc.		2.8
Alibaba Group Holding, Ltd., Sponsored ADR		2.8

Top Ten as a Group		29.6	%

*	Top Ten Holding at April 30, 2014.

AMG TimesSquare All Cap Growth Fund

Schedule of Portfolio Investments

October 31, 2014


	Shares		Value
Common Stocks—98.1%
Consumer Discretionary—14.8%
BorgWarner, Inc.		15,165	$	864,708
NIKE, Inc., Class B		9,195		854,859
Ross Stores, Inc.		12,620		1,018,686
Time Warner Cable, Inc.		6,480		953,921
The Walt Disney Co.		12,725		1,162,810
Wyndham Worldwide Corp.		11,525		895,147
Total Consumer Discretionary				5,750,131
Consumer Staples—4.5%
The Estee Lauder Cos., Inc., Class A		11,300		849,534
TreeHouse Foods, Inc.^*		10,505		894,711
Total Consumer Staples				1,744,245
Energy—5.1%
EP Energy Corp., Class A^*,1		66,440		970,024
Schlumberger, Ltd.		10,345		1,020,638
Total Energy				1,990,662
Financials—10.3%
American Tower Corp.		11,855		1,155,863
Intercontinental Exchange, Inc.		3,415		711,310
Prudential Financial, Inc.		13,115		1,161,202
WisdomTree Investments, Inc.¹		66,485		980,654
Total Financials				4,009,029
Health Care—12.4%
Actavis PLC^*		4,940		1,199,136
Air Methods Corp.^*		12,310		581,401
Biogen Idec, Inc.^*		2,765		887,786
DaVita HealthCare Partners, Inc.^*		14,220		1,110,155
Envision Healthcare Holdings, Inc.^*		30,675		1,072,091
Total Health Care				4,850,569
Industrials—15.3%
American Airlines Group, Inc.		18,110		748,849
The Corporate Executive Board Co.		12,660		933,042
CSX Corp.		32,400		1,154,412
DigitalGlobe, Inc.^*		29,310		837,973
Nielsen N.V.		18,545		787,977
On Assignment, Inc.^*		23,165		674,102
TriNet Group, Inc.^*		28,145		842,098
Total Industrials				5,978,453


	Shares		Value
Information Technology—30.4%
Alibaba Group Holding, Ltd., Sponsored ADR^*		11,070	$	1,091,502
Alliance Data Systems Corp.^*		4,160		1,178,736
Apple, Inc.		10,339		1,116,612
Applied Materials, Inc.		44,615		985,545
Facebook, Inc., Class A^*		11,425		856,761
Fidelity National Information Services, Inc.		15,295		893,075
Google, Inc., Class A^*		1,576		894,963
Google, Inc., Class C^*		1,621		906,269
MasterCard, Inc., Class A		14,105		1,181,294
salesforce.com, inc.^*		15,580		996,964
TE Connectivity, Ltd.		16,295		996,113
WNS Holdings, Ltd., ADR^*		36,460		736,857
Total Information Technology				11,834,691
Materials—5.3%
Ecolab, Inc.		8,890		988,835
PolyOne Corp.		28,885		1,069,034
Total Materials				2,057,869
Total Common Stocks (cost $30,352,468)				38,215,649

	Principal Amount
Short-Term Investments—6.0%
Repurchase Agreements—2.4%²
Cantor Fitzgerald Securities, Inc., dated 10/31/14, due 11/03/14, 0.130%, total to be received $929,351 (collateralized by various U.S. Government Agency Obligations, 0.000%—10.500%, 01/01/15—09/20/64, totaling $947,928)	$	929,341		929,341

	Shares
Other Investment Companies—3.6%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		1,385,624		1,385,624
Total Short-Term Investments (cost $2,314,965)				2,314,965
Total Investments—104.1% (cost $32,667,433)				40,530,614
Other Assets, less Liabilities—(4.1)%				(1,589,193	)
Net Assets—100.0%			$	38,941,421

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

AMG Managers Emerging Opportunities Fund

Portfolio Manager’s Comments

The AMG Managers Emerging Opportunities Fund primarily invests in the stocks of U.S. micro-capitalization companies. Normally the Fund invests at least 80% of its net assets in U.S. micro-cap stocks. The Fund employs multiple portfolio managers who specialize in distinct investment approaches. This “intelligence diversification” not only serves to manage risk, but also seeks to incorporate into the portfolio the breadth of the micro-cap market by focusing different analytical insights on micro-cap investing. The Fund’s team of subadvisors strives to achieve this performance and diversification while ensuring that the Fund operates within the framework of its investment objective and principal investment strategies. The Russell Microcap^® Index is the benchmark for the Fund.

THE PORTFOLIO MANAGERS

Lord, Abbett & Co. LLC (“Lord Abbett”)

The team focuses its stock selection effort on companies that have revenue growth of at least 15%, are experiencing year-to-year operating margin improvement and are experiencing earnings growth that is driven by top-line growth rather than being driven by one-time events or simple cost-cutting measures. The focus is also on identifying companies with higher-quality balance sheets (often captured by finding companies with manageable debt-to-total-capital ratios) and that are already profitable. Once this process is completed, the focus for the team is on forecasting both revenue and earnings growth over the next several years. To achieve this goal, and to find companies that are expected to grow faster than their industry average, members of the team spend an extensive amount of time understanding the competitive advantages of a firm, the industry dynamics within which they operate and the strength of management.

The sell discipline is enacted if there is a fundamental change in the business, a more attractive alternative is found or if a holding reaches a 5% weight in the overall portfolio. The Lord Abbett portfolio typically holds between 75 and 100 stocks with no individual holding typically exceeding 5%. There is a risk constraint that prevents any individual industry from being greater than 25% of the total portfolio weight. The annual

turnover of the portfolio is expected to be relatively high, although there is no explicit target as part of either the stock selection or the portfolio-construction process.

Next Century Growth Investors LLC (“Next Century”)

The team requires historical revenue growth of at least 15% for a company before conducting further research. Other key factors considered initially by the team are strong historical revenue growth, low debt and high Return On Equity (“ROE”). Quantitative screening is done on a regular basis to see which stocks over the past year are experiencing significant growth. The next stage of this process involves intensive first-hand research to determine the growth prospects of a company, with the team choosing a stock only when it has become convinced a company has an extraordinary opportunity to grow their business. The uniqueness of this process lies in the fact that the team seeks out these companies regardless of their short-term prospects and\or current valuation. The team is looking for “home runs” and companies that will grow to the point that they will eventually reach a small-market capitalization.

The sell discipline is enacted if there is a change in the original investment thesis or a fundamental change in the business of the company. In addition, a holding will become a candidate for sale if it reaches an extreme valuation, becomes larger than 5% of the overall portfolio or as it approaches $1 billion in market capitalization. Typically, companies are sold out of the micro-cap portfolio because they have approached $1 billion in market capitalization.

The Next Century portion of the Fund is concentrated and typically has 40-60 holdings, which can create a high level of volatility. The only risk constraints are that sector weights can not exceed two times the Russell 2000^® Growth sector weights, and no individual holding can be greater than 5% of the portfolio.

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

The team uses an investment process that focuses on generating solid stock selection by identifying companies with strong, long-term, attractive

business fundamentals that are selling at low valuations. In order to initially generate ideas, the team at RBC uses quantitative screens and industry research to concentrate stock selection on a narrower sub-universe of micro-cap companies. The team then focuses a majority of its time on conducting intensive “on-the-ground” fundamental research in order to uncover these opportunities. The focus is on identifying companies with long-term, solid business fundamentals and near-term profitability improvement potential. In terms of short-term factors, the team looks for companies that have shown institutional investor neglect or avoidance and sizeable insider ownership with the potential for both improving profit margins and accelerating earnings in the near future. In terms of long-term factors, the team looks for companies with proven products or services that are leading in market share within their respective industries while maintaining a sustainable competitive advantage and a solid balance sheet.

The resulting portfolio that is generated by this stock selection process tends to exhibit low turnover with company stocks generally held for several years. The portfolio is well diversified with anywhere from 60 to 90 holdings with a maximum of 5% in any single holding.

WEDGE Capital Management L.L.P. (“WEDGE”)

The investment process is a combination of both quantitative and fundamental research insights. The quantitative portion of the investment process uses commonly found factors and characteristics that can be accessed via any number of commercial databases. The value-added portion of the process, therefore, uses a number of different factors across five major categories: valuation, earnings quality, operating efficiency, capital usage and momentum, whose efficacy has been verified via long-term regression analysis. This is referred to as the Fundamental Value model. The top results of this model are combined with the best resulting stocks from the Financial Quality model, which measures stocks across categories such as multiple earnings growth, profitability, leverage and liquidity. The top stocks that appear in both models are eligible for fundamental research. The fundamental research portion of the investment

AMG Managers Emerging Opportunities Fund

Portfolio Manager’s Comments (continued)

process is exclusionary in nature and meant to eliminate stocks that are not strong in earnings forecasts, valuation metrics, sector\industry outlook or any factor that cannot be easily captured quantitatively.

A stock is scrutinized for possible sale if it falls below the top four deciles in the Fundamental Value model. Stocks are sold when they become fairly-valued, an upgrade opportunity develops or the original investment thesis materially deteriorates. The portion of the Fund managed by WEDGE is confined to plus or minus 10% in any given sector, although sector positions tend to be much closer to the Index weight than this (it should be noted that these self-imposed sector weighting constraints are based on a proprietary liquidity analysis conducted on an ongoing basis by the micro-cap team and is NOT driven by the sector weightings of any micro-cap benchmark). The final portfolio seeks to be a well-diversified, micro-cap portfolio holding approximately 150 securities and consistently maintaining a value bias relative to the benchmark. The portfolio tends to hold securities within the $40 million to $400 million market capitalization range, although it does not require a sale of a holding until it reaches $800 million in market capitalization.

THE YEAR IN REVIEW

Over the past year, equities within the U.S. posted gains despite ongoing macroeconomic headwinds that continue to threaten what has been, thus far, a gradual economic recovery from the 2008 and 2009 deep recession. While equities within the U.S. posted positive returns across the market capitalization spectrum, these gains were achieved in fitful spurts as the “risk on, risk off” environment, U.S. Federal Reserve (“Fed”) policy changes and waning global growth continued to create uncertainty. Despite these risks, investors increased equity exposure as U.S. equity indices across the market cap spectrum generated robust

gains in the fourth quarter of 2013. From January 1st to October 31st 2014, large-cap equities significantly outperformed micro-cap and small-cap equities as volatility increased. Investors tentatively entered the fourth quarter of 2014 firmly focused the Fed’s next move to potentially raise short-term interest rates and U.S. economics, including unemployment and housing statistics. Against this backdrop, micro-cap equities delivered returns of 7.3%, as measured by the Russell Microcap® Index, which underperformed returns of their large-cap and small-cap brethren, which returned 16.8% and 8.1%, respectively, as measured by the Russell 1000® and Russell 2000® indices.

For the fiscal year ended October 31, 2014, the AMG Managers Emerging Opportunities Fund (Service Class) returned 5.1%, compared with 7.3% for its benchmark, the Russell Microcap® Index. After significantly outperforming its benchmark in fiscal year 2013, the Fund underperformed its benchmark in 2014. A majority of the underperformance was driven by the Fund’s unfavorable sector positioning, which is primarily a residual of the stock selection process for each of the Fund’s subadvisors. The Fund’s underweights within the financials and health care sectors, and overweights within the information technology and consumer discretionary sectors, detracted most from relative performance. The Fund’s stock selection was neutral as weak stock selection within the information technology, energy and telecommunication services sectors was offset by strong stock selection within the consumer discretionary, industrials and health care sectors.

At the subadvisor level, Next Century and RBC underperformed the Russell Microcap® Index, partially offset by outperformance from Lord Abbett and Wedge. Next Century’s aggressive growth style experienced unfavorable sector positioning and weak stock selection, particularly in the high-growth information technology sector,

biotechnology related industries and the industrials sector, partially offset by strong stock selection in the consumer discretionary sector. RBC’s core growth process experienced unfavorable sector positioning with its significant underweight to the health care sector, as well as weak stock selection within the energy and health care sectors, partially offset by strong stock selection within the industrials sector. Lord Abbett contributed positively to the Fund’s relative performance with strong stock selection in the health care and consumer discretionary sectors. WEDGE’s quantitative process produced strong stock selection within consumer staples, consumer discretionary, information technology and industrials sectors, partially offset by weak stock selection within the energy sector.

LOOKING FORWARD

The portfolio managers are cautiously optimistic about forward-looking prospects for micro-cap equities. The portfolio managers believe that each of their respective investment processes, focused on finding companies with solid secular growth prospects, have the potential to perform well if investors focus on company fundamentals and less so on uncertainties related to Fed policy or other macro risks. The Fund generally remains positioned for ongoing economic recovery, with overweights in economically sensitive industrials, information technology and consumer discretionary sectors. The portfolio managers continue to avoid financials with a large underweight (15%) to this sector relative to the benchmark.

This commentary reflects the viewpoints of the portfolio managers, Lord, Abbett & Co. LLC, Next Century Growth Investors LLC, RBC Global Asset Management (U.S.) Inc. and WEDGE Capital Management L.L.P., as of October 31, 2014 and is not intended as a forecast or guarantee of future results.

AMG Managers Emerging Opportunities Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG Managers Emerging Opportunities Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This chart compares a hypothetical $10,000 investment made in the AMG Managers Emerging Opportunities Fund’s Service Class on October 31, 2004 to a $10,000 investment made in the Russell Microcap^® Index and the Russell 2000^® Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced

LOGO

The table below shows the average annual total returns for the AMG Managers Emerging Opportunities Fund and the Russell Microcap^® Index and Russell 2000^® Index for the same time periods ended October 31, 2014.


Average Annual Total Returns¹	One Year			Five Years			Ten Years			Since Inception			Inception Date
AMG Managers Emerging Opportunities Fund^2,3
Service Class		5.09	%		19.08	%		9.26	%		13.52	%		06/30/94
Institutional Class		5.33	%		—			—			26.11	%		10/01/11
Russell Microcap^® Index⁵		7.34	%		17.24	%		6.88	%		7.38	%⁴		06/30/00
Russell 2000^® Index⁶		8.06	%		17.39	%		8.67	%		9.57	%		06/30/94	^†

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.

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 October 31, 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 is subject to the special risks associated with investments in micro-cap companies, such as relatively short earnings histories, competitive conditions, less publicly available corporate information, and reliance on a limited number of products.

⁴	Since the Russell Microcap^® Index’s inception date of June 30, 2000, the average annual return for the index was 7.38%.

⁵

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.

⁶

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.

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

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

AMG Managers Emerging Opportunities Fund

Fund Snapshots (unaudited)

October 31, 2014

PORTFOLIO BREAKDOWN


Sector	AMG Managers Emerging Opportunities Fund**			Russell Microcap^® Index			Russell 2000^® Index
Information Technology		20.7	%		15.9	%		17.8	%
Health Care		19.8	%		21.9	%		14.0	%
Industrials		18.0	%		11.8	%		14.0	%
Consumer Discretionary		16.8	%		12.5	%		13.1	%
Financials		12.3	%		25.6	%		24.3	%
Materials		3.1	%		2.8	%		4.8	%
Energy		2.8	%		3.9	%		4.6	%
Consumer Staples		2.3	%		2.3	%		3.2	%
Telecommunication Services		1.4	%		2.0	%		0.7	%
Utilities		0.8	%		1.2	%		3.5	%
Other Assets and Liabilities		2.0	%		0.1	%		0.0	%

**	As a percentage of net assets.

TOP TEN HOLDINGS


Security Name	% of Net Assets
Universal Electronics, Inc.^*		1.4	%
Columbus McKinnon Corp.^*		1.3
Kona Grill, Inc.^*		1.2
Rentrak Corp.		1.1
Qualys, Inc.		1.0
Tyler Technologies, Inc.^*		1.0
Cardiovascular Systems, Inc.		0.9
Compass Diversified Holdings		0.9
U.S. Physical Therapy, Inc.		0.9
AZZ, Inc.		0.9

Top Ten as a Group		10.6	%

*	Top Ten Holding at April 30, 2014.

AMG Managers Emerging Opportunities Fund

Schedule of Portfolio Investments

October 31, 2014


	Shares		Value
Common Stocks—98.0%
Consumer Discretionary—16.8%
1-800-Flowers.com, Inc., Class A^*		26,800	$	215,204
2U, Inc.^*,1		38,360		698,152
BJ’s Restaurants, Inc.^*		19,644		864,729
Boot Barn Holdings, Inc.^*		22,200		394,050
Bravo Brio Restaurant Group, Inc.^*		25,400		352,298
Bridgepoint Education, Inc.^*		62,802		793,817
Build-A-Bear Workshop, Inc.^*		6,900		116,955
Carmike Cinemas, Inc.^*		10,000		320,500
Chuy’s Holdings, Inc.^*,1		50,239		1,502,649
Citi Trends, Inc.^*		15,300		346,545
Culp, Inc.		13,100		248,507
Delta Apparel, Inc.^*		41,600		436,800
Destination Maternity Corp.		57,185		856,631
Destination XL Group, Inc.^*		216,720		1,135,613
Einstein Noah Restaurant Group, Inc.		22,200		449,550
Famous Dave’s of America, Inc.^*		4,425		115,360
Frisch’s Restaurants, Inc.		4,000		102,720
Grand Canyon Education, Inc.^*		27,700		1,326,830
Harte-Hanks, Inc.		34,200		222,642
Haverty Furniture Cos., Inc.		10,550		232,205
Hooker Furniture Corp.		15,685		239,824
iRobot Corp.^*,1		22,444		801,700
Jason Industries, Inc.^*		32,700		287,760
Johnson Outdoors, Inc., Class A		4,625		138,981
Kirkland’s, Inc.^*		13,600		242,080
Kona Grill, Inc.^*		107,384		2,419,362
LGI Homes, Inc.^*		45,106		875,959
Libbey, Inc.^*		52,100		1,497,875
Liberty Tax, Inc.^*,1		6,500		246,285
LifeLock, Inc.^*		38,629		653,216
Lifetime Brands, Inc.		21,600		369,576
M/I Homes, Inc.^*		18,044		388,668
Malibu Boats, Inc., Class A^*		48,496		904,935
The Marcus Corp.		26,925		461,225
MarineMax, Inc.^*		68,267		1,308,678
Red Robin Gourmet Burgers, Inc.^*		12,100		665,137
Rentrak Corp.^*,1		28,642		2,201,711
Rocky Brands, Inc.		8,025		105,448
Ruth’s Hospitality Group, Inc.		31,100		378,487


	Shares		Value
Saga Communications, Inc., Class A		3,300	$	132,330
Smith & Wesson Holding Corp.^*		84,500		858,520
SodaStream International, Ltd.^*		6,600		145,464
Stein Mart, Inc.		19,400		259,572
Stoneridge, Inc.^*		28,700		372,813
Strattec Security Corp.		2,300		238,556
Summer Infant, Inc.^*		35,100		118,989
Tandy Leather Factory, Inc.		78,600		726,264
Tower International, Inc.^*		10,600		257,580
Unifi, Inc.^*		8,100		226,557
Universal Electronics, Inc.^*		51,000		2,901,390
Vince Holding Corp.^*		15,828		554,771
WCI Communities, Inc.^*		14,464		271,345
West Marine, Inc.^*		33,500		329,640
ZAGG, Inc.^*		118,200		794,304
Zoe’s Kitchen, Inc.^*,1		36,902		1,345,447
Total Consumer Discretionary				34,452,206
Consumer Staples—2.3%
Amira Nature Foods, Ltd.^*		32,316		562,622
Calavo Growers, Inc.		23,180		1,125,157
Craft Brew Alliance, Inc.^*		19,300		267,884
Diplomat Pharmacy, Inc.^*		41,567		893,691
Farmer Bros. Co.^*		11,900		347,004
John B Sanfilippo & Son, Inc.		18,000		668,700
Nature’s Sunshine Products, Inc.		8,000		119,200
Omega Protein Corp.^*		15,600		225,420
The Pantry, Inc.^*		22,775		586,912
Total Consumer Staples				4,796,590
Energy—2.8%
Abraxas Petroleum Corp.^*		34,800		143,724
Callon Petroleum Co.^*		50,000		328,000
Dawson Geophysical Co.		34,600		587,854
Emerald Oil, Inc.^*		62,300		198,114
Geospace Technologies Corp.^*		15,400		474,166
Gulf Island Fabrication, Inc.		23,291		492,372
Gulfport Energy Corp.^*		16,500		827,970
Panhandle Oil and Gas, Inc., Class A		12,500		257,000
RigNet, Inc.^*		14,579		633,458
Ring Energy, Inc.^*		57,100		982,120
Synergy Resources Corp.^*		52,600		641,194

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

AMG Managers Emerging Opportunities Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Energy—2.8% (continued)
TGC Industries, Inc.^*		36,681	$	115,178
Total Energy				5,681,150
Financials—12.3%
Actua Corp.^*		57,833		1,087,260
AMERISAFE, Inc.		29,800		1,242,660
Arrow Financial Corp.¹		13,086		358,426
Asta Funding, Inc.^*		48,800		411,384
Atlas Financial Holdings, Inc.^*		17,600		261,008
The Bank of Kentucky Financial Corp.		5,000		234,550
Boston Private Financial Holdings, Inc.		32,100		422,115
Centerstate Banks, Inc.		31,700		368,988
Chatham Lodging Trust		24,000		614,880
CoBiz Financial, Inc.		80,400		966,408
Compass Diversified Holdings^*		99,200		1,830,240
Crawford & Co., Class B		26,400		268,752
Diamond Hill Investment Group, Inc.¹		2,800		375,172
EMC Insurance Group, Inc.		11,200		358,848
FBR & Co.^*		17,300		417,622
Federated National Holding Co.		7,700		257,642
Financial Institutions, Inc.		20,275		509,713
First Connecticut Bancorp, Inc.		8,200		128,248
First Defiance Financial Corp.		7,800		238,914
Flushing Financial Corp.		25,150		506,521
Fortegra Financial Corp.^*		12,400		122,512
Gain Capital Holdings, Inc.		42,100		360,376
Gramercy Property Trust, Inc.		80,100		500,625
Heritage Financial Corp.		28,747		504,510
Heritage Financial Group, Inc.		5,900		125,021
HFF, Inc., Class A		8,263		260,119
JMP Group, Inc.		18,200		132,860
LaSalle Hotel Properties		25,800		1,011,618
MainSource Financial Group, Inc.		14,200		258,298
Manning & Napier, Inc.		26,900		426,096
Marcus & Millichap, Inc.^*		34,299		1,065,327
Metro Bancorp, Inc.^*		13,800		345,552
MidWestOne Financial Group, Inc.		4,600		122,728
National Interstate Corp.		4,600		130,824
Northrim BanCorp, Inc.		36,926		1,067,161
OceanFirst Financial Corp.		29,850		494,614
One Liberty Properties, Inc.¹		11,500		263,235


	Shares		Value
Oppenheimer Holdings, Inc., Class A		25,400	$	623,570
Orrstown Financial Services, Inc.^*		7,300		122,202
Pacific Continental Corp.		17,700		255,234
Peoples Bancorp, Inc.		15,400		379,610
Physicians Realty Trust		16,900		259,246
Pinnacle Financial Partners, Inc.		16,581		649,975
Piper Jaffray Cos.^*		12,837		724,777
Silvercrest Asset Management Group, Inc., Class A		30,727		458,754
Square 1 Financial, Inc., Class A^*		23,929		475,948
Stock Yards Bancorp, Inc.		14,490		482,227
Territorial Bancorp, Inc.		12,025		258,297
Trico Bancshares		19,300		507,590
Univest Corp. of Pennsylvania		17,700		363,204
ViewPoint Financial Group, Inc.		16,370		446,410
Washington Trust Bancorp, Inc.		10,675		409,600
West Bancorporation, Inc.		8,025		133,054
Whitestone REIT		32,100		481,500
Total Financials				25,082,025
Health Care—19.8%
AAC Holdings, Inc.^*		48,652		1,059,640
ABIOMED, Inc.^*		12,904		423,122
Acceleron Pharma, Inc.^*,1		9,463		349,942
Achillion Pharmaceuticals, Inc.^*		37,482		440,414
Addus HomeCare Corp.^*		12,700		252,349
Adeptus Health, Inc., Class A^*,1		12,821		425,401
Agios Pharmaceuticals, Inc.^*,1		12,991		1,091,634
Albany Molecular Research, Inc.^*		5,200		120,952
AMN Healthcare Services, Inc.^*		42,157		722,993
Anika Therapeutics, Inc.^*		8,600		345,204
AtriCure, Inc.^*		55,776		972,734
Avalanche Biotechnologies, Inc.^*,1		13,657		490,013
Avanir Pharmaceuticals, Inc.^*		57,075		738,551
BioDelivery Sciences International, Inc.^*,1		38,911		677,051
BioScrip, Inc.^*,1		128,900		832,694
Bluebird Bio, Inc.^*		23,210		974,588
Cardiovascular Systems, Inc.^*		59,871		1,856,001
Cross Country Healthcare, Inc.^*		23,600		228,212
Depomed, Inc.^*		89,505		1,378,377
Endologix, Inc.^*		9,683		110,386
Epizyme, Inc.^*,1		14,442		383,146

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

AMG Managers Emerging Opportunities Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Health Care—19.8% (continued)
Exactech, Inc.^*		61,000	$	1,299,300
ExamWorks Group, Inc.^*		15,995		620,286
Fluidigm Corp.^*		58,532		1,697,428
Foundation Medicine, Inc.^*		18,070		467,652
Harvard Bioscience, Inc.^*		54,000		259,200
HealthEquity, Inc.^*		47,391		966,776
Heska Corp.^*		8,700		121,713
Icad, Inc.^*		40,900		460,125
Imprivata, Inc.^*,1		33,610		523,980
Infinity Pharmaceuticals, Inc.^*		35,407		482,243
Inogen, Inc.^*		33,422		789,094
Intersect ENT, Inc.^*		39,774		755,308
K2M Group Holdings, Inc.^*		43,880		706,468
Karyopharm Therapeutics, Inc.^*,1		18,425		756,899
Kite Pharma, Inc.^*,1		11,948		441,957
LDR Holding Corp.^*		14,608		503,100
MiMedx Group, Inc.^*,1		63,464		646,064
NanoString Technologies, Inc.^*		34,161		363,815
NeoGenomics, Inc.^*		61,239		346,000
Neurocrine Biosciences, Inc.^*		35,524		657,904
NxStage Medical, Inc.^*		49,413		749,101
Oxford Immunotec Global PLC^*,1		22,098		341,193
ProQR Therapeutics N.V.^*,1		16,743		214,813
The Providence Service Corp.^*		9,900		437,382
PTC Therapeutics, Inc.^*		17,175		701,942
Receptos, Inc.^*		13,570		1,406,531
Repligen Corp.^*		11,368		286,701
Revance Therapeutics, Inc.^*		13,217		266,455
RTI Surgical, Inc.^*		60,900		309,981
Sangamo BioSciences, Inc.^*,1		31,645		384,170
Sientra, Inc.^*		11,500		204,700
Spectranetics Corp.^*		31,521		1,001,422
Streamline Health Solutions, Inc.^*		102,300		399,993
SurModics, Inc.^*		59,700		1,292,505
Symmetry Medical, Inc.^*		47,100		466,290
TESARO, Inc.^*,1		18,246		507,604
U.S. Physical Therapy, Inc.		42,276		1,824,209
Ultragenyx Pharmaceutical, Inc.^*,1		11,809		555,141
Utah Medical Products, Inc.		2,100		119,280
Vanda Pharmaceuticals, Inc.^*		35,035		420,770


	Shares		Value
Vascular Solutions, Inc.^*		17,500	$	514,675
Verastem, Inc.^*,1		32,304		306,565
Zeltiq Aesthetics, Inc.^*		39,587		1,015,011
Total Health Care				40,465,150
Industrials—18.0%
Acacia Research Corp.¹		15,400		277,200
ACCO Brands Corp.^*		121,400		999,122
Aceto Corp.		18,700		425,238
Aerovironment, Inc.^*		21,653		663,664
Air Transport Services Group, Inc.^*		39,600		323,928
Alamo Group, Inc.		11,559		495,188
The Allied Defense Group, Inc.^*,4		38,600		3,088
Ameresco, Inc., Class A^*,1		30,200		248,848
Apogee Enterprises, Inc.		22,618		992,930
Astronics Corp.^*		28,303		1,466,391
AZZ, Inc.		38,600		1,804,936
Barrett Business Services, Inc.		8,800		206,888
Columbus McKinnon Corp.		91,300		2,597,485
Covenant Transportation Group, Inc., Class A^*		35,619		738,738
CRA International, Inc.^*		11,850		355,500
CTPartners Executive Search, Inc.^*		17,241		314,648
Ducommun, Inc.^*		29,400		776,454
Dynamic Materials Corp.		12,200		222,162
Echo Global Logistics, Inc.^*		22,215		580,478
Ennis, Inc.		96,450		1,430,353
Enphase Energy, Inc.^*,1		22,558		338,821
FreightCar America, Inc.		13,200		435,204
Furmanite Corp.^*		55,100		412,148
Gibraltar Industries, Inc.^*		15,075		229,894
Global Power Equipment Group, Inc.		18,000		245,340
GP Strategies Corp.^*		31,100		1,031,276
Graham Corp.		30,382		1,017,797
The Greenbrier Cos., Inc.¹		26,300		1,644,802
H&E Equipment Services, Inc.		13,044		487,715
Hudson Technologies, Inc.^*		135,000		602,100
Interface, Inc.		35,300		565,859
The KEYW Holding Corp.^*		45,700		463,855
Kimball International, Inc., Class B		7,500		134,850
LB Foster Co., Class A		9,650		521,968
Lydall, Inc.^*		12,000		371,160
Marten Transport, Ltd.		49,437		969,954
Mistras Group, Inc.^*		15,000		247,350

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

AMG Managers Emerging Opportunities Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Industrials—18.0% (continued)
NN, Inc.		44,950	$	1,123,750
Northwest Pipe Co.^*		13,600		486,608
Old Dominion Freight Line, Inc.^*		15,725		1,145,881
Orion Marine Group, Inc.^*		47,900		524,984
PAM Transportation Services, Inc.^*		2,900		124,642
Patrick Industries, Inc.^*		20,500		875,760
Paylocity Holding Corp.^*		27,905		683,673
Performant Financial Corp.^*		43,400		374,542
PGT, Inc.^*		64,100		602,860
Pike Corp.^*		20,400		243,576
Power Solutions International, Inc.^*		11,161		731,045
Quality Distribution, Inc.^*		20,300		263,088
Radiant Logistics, Inc.^*		32,600		126,162
Sparton Corp.^*		42,200		1,143,620
Sun Hydraulics Corp.		23,450		933,544
Taser International, Inc.^*,1		53,901		1,015,495
Trex Co., Inc.^*		18,955		815,065
US Ecology, Inc.		17,823		896,140
Total Industrials				36,753,767
Information Technology—20.7%
Ambarella, Inc.^*		24,983		1,106,497
Amber Road, Inc.^*,1		70,097		935,795
American Software, Inc., Class A		38,950		376,257
Aspen Technology, Inc.^*		7,700		284,361
Bel Fuse, Inc., Class B		9,900		280,071
Benefitfocus, Inc.^*,1		38,800		1,075,148
Borderfree, Inc.^*,1		37,512		411,132
Callidus Software, Inc.^*		35,590		501,463
ChannelAdvisor Corp.^*		24,160		335,582
Ciber, Inc.^*		98,300		321,441
Computer Task Group, Inc.		56,850		500,280
comScore, Inc.^*		33,314		1,403,852
Control4 Corp.^*,1		16,473		255,496
Cray, Inc.^*,1		14,963		518,618
CTS Corp.		26,900		494,960
CYREN, Ltd.^*		151,900		270,382
Datalink Corp.^*		21,000		265,650
Digi International, Inc.^*		28,783		238,323
Dot Hill Systems Corp.^*		65,200		257,540


	Shares		Value
Ellie Mae, Inc.^*		23,348	$	896,096
ePlus, Inc.^*		3,800		232,066
Evolving Systems, Inc.		10,700		116,630
FARO Technologies, Inc.^*		20,342		1,139,152
Glu Mobile, Inc.^*		163,400		632,358
GSI Group, Inc.^*		76,300		980,455
The Hackett Group, Inc.		39,000		273,390
Information Services Group, Inc.^*		59,600		252,108
Inphi Corp.^*		42,179		652,931
Integrated Silicon Solution, Inc.		69,860		948,699
Interactive Intelligence Group, Inc.^*		33,800		1,631,188
IXYS Corp.		41,912		489,113
Lionbridge Technologies, Inc.^*		105,500		509,565
LivePerson, Inc.^*		46,802		673,949
Luxoft Holding, Inc.^*		18,941		757,451
Marchex, Inc., Class B		27,500		105,325
Marketo, Inc.^*,1		13,823		446,068
Materialise N.V., ADR^*,1		48,565		534,701
Mavenir Systems, Inc.^*,1		24,877		304,992
Maxwell Technologies, Inc.^*,1		42,692		497,789
NCI, Inc., Class A^*		25,500		259,590
NIC, Inc.		39,800		733,514
Oplink Communications, Inc.		25,600		533,760
PC Connection, Inc.		21,446		511,487
PC-Tel, Inc.		30,700		236,390
PFSweb, Inc.^*		11,000		129,470
Planet Payment, Inc.^*		179,410		303,203
Q2 Holdings, Inc.^*		26,429		398,814
QAD, Inc., Class A		6,000		129,060
Qualys, Inc.^*		66,663		2,138,549
Rally Software Development Corp.^*		36,619		374,246
Reis, Inc.		8,278		193,705
The Rubicon Project, Inc.^*		55,329		634,071
Ruckus Wireless, Inc.^*		65,397		848,853
Sapiens International Corp. N.V.^*,1		57,000		451,440
ShoreTel, Inc.^*		28,400		229,756
Sierra Wireless, Inc.^*,1		10,006		273,964
Silicon Motion Technology Corp., ADR		9,663		229,110
Silver Spring Networks, Inc.^*		25,116		240,611
Spansion, Inc., Class A^*		28,850		593,733
SPS Commerce, Inc.^*		12,590		733,997
TechTarget, Inc.^*		77,224		736,717

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

AMG Managers Emerging Opportunities Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Information Technology—20.7% (continued)
Tessco Technologies, Inc.		48,500	$	1,539,875
Textura Corp.^*		17,907		477,042
TrueCar, Inc.^*,1		23,737		398,782
TubeMogul, Inc.^*		19,909		309,386
Tucows, Inc., Class A^*		8,000		124,400
Tyler Technologies, Inc.^*		18,500		2,070,520
Ultra Clean Holdings, Inc.^*		63,800		560,164
Varonis Systems, Inc.^*,1		31,055		604,951
Violin Memory, Inc.^*		85,234		412,533
Virtusa Corp.^*		24,923		1,021,345
Vishay Precision Group, Inc.^*		66,150		1,123,888
Wix.com, Ltd.^*		16,177		274,847
Xoom Corp.^*		7,149		107,950
Yodlee, Inc.^*,1		39,725		549,397
Total Information Technology				42,395,994
Materials—3.1%
Flotek Industries, Inc.^*		25,386		562,554
FutureFuel Corp.		15,600		207,792
Koppers Holdings, Inc.		29,200		1,152,816
Landec Corp.^*		65,300		822,127
Materion Corp.		15,825		624,296
Myers Industries, Inc.		18,800		280,872
OMNOVA Solutions, Inc.^*		196,800		1,383,504
UFP Technologies, Inc.^*		5,325		117,256
Universal Stainless & Alloy Products, Inc.^*		46,000		1,182,660
Total Materials				6,333,877
Telecommunication Services—1.4%
8x8, Inc.^*		99,723		783,823
IDT Corp., Class B		28,200		464,736
inContact, Inc.^*		39,585		352,306
Premiere Global Services, Inc.^*		55,500		581,085
Shenandoah Telecommunications Co.		17,800		526,702
Towerstream Corp.^*		181,500		226,875
Total Telecommunication Services				2,935,527
Utilities—0.8%
Chesapeake Utilities Corp.		11,062		535,733
Connecticut Water Service, Inc.		3,200		118,944
Middlesex Water Co.		11,900		268,345


	Shares		Value
Unitil Corp.		21,000	$	731,640
Total Utilities				1,654,662
Total Common Stocks (cost $150,568,066)				200,550,948
Exchange Traded Funds—0.2%
SPDR S&P Regional Banking ETF¹ (cost $250,803)		8,500		340,680

	Principal Amount
Short-Term Investments—8.2%
Repurchase Agreements—6.2%²
Cantor Fitzgerald Securities, Inc., dated 10/31/14, due 11/03/14, 0.130%, total to be received $3,031,745 (collateralized by various U.S. Government Agency Obligations, 0.000%—10.500%, 01/01/15—09/20/64, totaling $3,092,346)	$	3,031,712		3,031,712
Citigroup Global Markets, Inc., dated 10/31/14, due 11/03/14, 0.100%, total to be received $638,216 (collateralized by various U.S. Government Agency Obligations, 0.000%—8.750%, 10/31/16—02/15/41, totaling $650,975)		638,211		638,211
Daiwa Capital Markets America, dated 10/31/14, due 11/03/14, 0.150%, total to be received $3,031,750 (collateralized by various U.S. Government Agency Obligations, 0.000%—8.000%, 09/24/15—03/01/48, totaling $3,092,347)		3,031,712		3,031,712
Nomura Securities USA, Inc., dated 10/31/14, due 11/03/14, 0.110%, total to be received $3,031,740 (collateralized by various U.S. Government Agency Obligations, 0.000%—7.250%, 11/03/14—11/01/44, totaling $3,092,346)		3,031,712		3,031,712
State of Wisconsin Investment Board, dated 10/31/14, due 11/03/14, 0.150%, total to be received $3,031,750 (collateralized by various U.S. Government Agency Obligations, 0.125%—2.500%, 04/15/16—01/15/29, totaling $3,096,336)		3,031,712		3,031,712
Total Repurchase Agreements				12,765,059

	Shares
Other Investment Companies—2.0%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06%		4,033,360		4,033,360
Total Short-Term Investments (cost $16,798,419)				16,798,419
Total Investments—106.4% (cost $167,617,288)				217,690,047
Other Assets, less Liabilities—(6.4)%				(13,010,719	)
Net Assets—100.0%			$	204,679,328

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

AMG Managers Real Estate Securities Fund

Portfolio Manager’s Comments

AMG Managers Real Estate Securities Fund seeks a combination of income and long-term capital appreciation by investing in stocks of companies that are principally engaged in owning and operating commercial real estate properties for the benefit of their investors, including real estate investment trusts (REITs). AMG Funds LLC utilizes an independent subadvisor, CenterSquare Investment Management, LLC (“CenterSquare”), to manage the assets of this Portfolio.

THE PORTFOLIO MANAGER

CenterSquare Investment Management, Inc.

The investment team at CenterSquare believes real estate securities play an important role in a multi-asset class investment portfolio. CenterSquare’s strategy recognizes that real estate securities are not simply stocks or real estate. They are hybrid financial investments that must be valued on the basis of a number of meaningful factors, only one of which is the value of the firm’s property portfolio. To accurately assess the relative value of a REIT, CenterSquare takes into account critical business and market factors, such as: the company’s capitalization, its position within public capital markets and the quality of the management team.

CenterSquare believes that investment success is the result of the company’s ability to provide a consistently accurate answer to the question at the heart of its value-oriented investment strategy: which REITs do they believe will generate the highest risk-adjusted returns? CenterSquare believes that a diversified portfolio with a value orientation will result in strong risk-adjusted returns.

CenterSquare employs a value-oriented investment process with two distinct and complementary components: bottom-up real estate research and the company’s proprietary Relative Value Model (RVM) securities valuation process, which was designed to provide a uniform basis for evaluating the validity of a security’s

trading price. Combining real estate research and the RVM process has been central to CenterSquare’s track record of delivering strong returns without incurring high levels of risk.

THE YEAR IN REVIEW

For the fiscal year ended October 31, 2014, the AMG Managers Real Estate Securities Fund returned 19.9%, compared with 20.7% for its benchmark, the Dow Jones U.S. Select REIT Index. During the same period, the S&P 500 Index returned 17.3%.

The U.S. REIT market outperformed the broader equity markets during the year ended October 31, 2014, as concern about rapidly rising interest rates faded and investors instead turned attention to the very healthy real estate operating environment and favorable financing backdrop. Rental rate growth started to accelerate across all sectors in 2014, as occupancy levels fully recovered to pre-recession levels. The low interest rate environment has stimulated demand for income-oriented investments such as real estate and REITs.

All major property sectors generated positive total returns during the fiscal year. Property sector performance was led by the specialty, residential and hotel sectors which posted total returns of 35.8%, 28.5% and 27.2%, respectively. Even the worst performing sectors — industrial and health care — generated healthy total returns of 8.9% and 11.2%, respectively.

The Fund underperformed the benchmark due to stock selection and sector positioning. The portfolio’s underweight position to the health care sector, along with strong stock picking within the sector, generated positive relative performance. Stock picks within the office, shopping center and specialty sectors were other notable positive contributors to performance. Stock selection within the residential and hotel sectors, however, hurt relative returns. Sector selection was a negative contributor due to the portfolio’s underweight to

residential and specialty sectors, both of which were top performers on an absolute basis. The Fund’s overweight to office and industrial sectors also detracted from performance. Additionally, cash detracted meaningfully from performance in the rising market.

OUTLOOK

The U.S. economy has strengthened relative to the first half of the year and relative to the world’s other major economies. Job growth, heretofore a laggard, has been healthy and assuages concerns about the breadth of the recovery. As recent data has led some to question the trajectory of growth in Europe and parts of Asia, U.S. real assets have attracted a greater share of investor interest. Accelerating economic growth and the wind-down of the Federal Reserve’s quantitative easing program have brought to the forefront the question of when rates will rise. It is our view that interest rates are likely headed higher in the medium term, but that the increase will be measured and gradual.

A slowly improving economy continues to favor real estate. Today’s historically low levels of new construction, offer REITs the chance to capitalize on strong demand without pressure from additional supply. The strongest property sectors should be those tied to the energy and information technology industries where job growth has been strongest. The portfolio remains under-exposed to sectors that are most likely to lag in a rising interest rate environment, notably health care and triple net. We believe REITs offer attractive risk-adjusted total returns and that REITs offer good investment opportunities to investors seeking high and growing dividends.

This commentary reflects the viewpoints of the portfolio manager, CenterSquare Investment Management, Inc. as of October 31, 2014 and is not intended as a forecast or guarantee of future results.

AMG Managers Real Estate Securities Fund

Portfolio Manager’s Comments (continued)

CUMULATIVE TOTAL RETURN PERFORMANCE

AMG Managers Real Estate Securities Fund’s cumulative total return is based on the daily change in net asset value (NAV), and assumes that all dividends and distributions were reinvested. This chart compares a hypothetical $10,000 investment made in AMG Managers Real Estate Securities Fund on October 31, 2004, to a $10,000 investment made in the Dow Jones U.S. Select REIT Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Total returns would have been lower had certain expenses not been reduced.

LOGO

The table below shows the average annual total returns for the AMG Managers Real Estate Securities Fund and the S&P 500 and Dow Jones U.S. Select REIT indices for the same time periods ended October 31, 2014.


	One			Five			Ten
Average Annual Total Returns¹	Year			Years			Years
AMG Managers Real Estate Securities Fund^2,3,4		19.88	%		19.35	%		9.98	%
Dow Jones U.S. Select REIT Index⁵		20.69	%		19.25	%		8.73	%
S&P 500 Index⁶		17.27	%		16.69	%		8.20	%

Distributed by AMG Distributors, Inc., member FINRA.

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 October 31, 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 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.

⁴	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.

⁵	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.

⁶

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.

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

AMG Managers Real Estate Securities Fund

Fund Snapshots (unaudited)

October 31, 2014

PORTFOLIO BREAKDOWN


Sector	AMG Managers Real Estate Securities Fund**
REITs (Office Properties)		18.7	%
REITs (Apartments)		17.5	%
REITs (Regional Malls)		13.5	%
REITs (Diversified)		11.1	%
REITs (Shopping Centers)		8.5	%
REITs (Health Care)		8.4	%
REITs (Hotels)		7.7	%
REITs (Storage)		6.8	%
REITs (Warehouse/Industrials)		6.0	%
REITS (Single Tenant)		0.3	%
Other Assets and Liabilities		1.5	%

**	As a percentage of net assets.

TOP TEN HOLDINGS


Security Name	% of Net Assets
Simon Property Group, Inc.^*		7.4	%
Boston Properties, Inc.^*		5.0
Prologis, Inc.^*		4.8
Essex Property Trust, Inc.^*		4.5
Health Care REIT, Inc.		4.3
General Growth Properties, Inc.^*		4.1
Public Storage^*		4.0
UDR, Inc.^*		3.8
Ventas, Inc.^*		3.2
Equity Residential		3.1

Top Ten as a Group		44.2	%

*	Top Ten Holding at April 30, 2014.

AMG Managers Real Estate Securities Fund

Schedule of Portfolio Investments

October 31, 2014


	Shares		Value
Common Stocks—0.9%
Starwood Hotels & Resorts Worldwide, Inc. (Consumer Discretionary) (cost $2,972,542)		38,050	$	2,916,913
REITs—98.5%
Apartments—17.5%
American Campus Communities, Inc.		81,300		3,192,651
AvalonBay Communities, Inc.		51,210		7,980,566
Camden Property Trust		40,510		3,105,902
Education Realty Trust, Inc.		109,300		1,230,718
Equity Residential		142,170		9,889,345
Essex Property Trust, Inc.		69,550		14,032,408
Mid-America Apartment Communities, Inc.		52,780		3,729,435
UDR, Inc.		399,120		12,065,398
Total Apartments				55,226,423
Diversified—11.1%
Digital Realty Trust, Inc.		52,620		3,630,254
Duke Realty Corp.		300,870		5,704,495
Liberty Property Trust		204,410		7,107,336
National Health Investors, Inc.		23,820		1,569,976
PS Business Parks, Inc.		52,190		4,395,442
Retail Properties of America, Inc., Class A		175,740		2,757,361
Vornado Realty Trust		70,740		7,744,615
Washington Real Estate Investment Trust		79,170		2,237,344
Total Diversified				35,146,823
Health Care—8.4%
Aviv REIT, Inc.		80,570		2,717,626
Health Care REIT, Inc.		190,530		13,548,588
Ventas, Inc.		148,240		10,155,922
Total Health Care				26,422,136
Hotels—7.7%
Chesapeake Lodging Trust		44,450		1,468,628
Host Hotels & Resorts, Inc.		411,270		9,586,704
Pebblebrook Hotel Trust		35,630		1,517,838
Strategic Hotels & Resorts, Inc. ^*		314,450		4,040,683
Sunstone Hotel Investors, Inc.		508,480		7,784,829
Total Hotels				24,398,682
Office Properties—18.7%
Alexandria Real Estate Equities, Inc.		30,250		2,510,750
Boston Properties, Inc.		124,800		15,818,400
Brandywine Realty Trust		345,040		5,323,967
Corporate Office Properties Trust		52,960		1,447,926


	Shares		Value
Empire State Realty Trust, Inc., Class A		71,660	$	1,143,694
Equity Commonwealth		119,650		3,195,851
Highwoods Properties, Inc.		169,770		7,278,040
Hudson Pacific Properties, Inc.		175,490		4,792,632
Kilroy Realty Corp.		93,890		6,360,109
Parkway Properties, Inc.		134,920		2,705,146
SL Green Realty Corp.		73,870		8,546,759
Total Office Properties				59,123,274
Regional Malls—13.5%
General Growth Properties, Inc.		503,320		13,041,021
The Macerich Co.		28,840		2,033,220
Simon Property Group, Inc.		130,460		23,379,737
Tanger Factory Outlet Centers, Inc.		120,020		4,293,115
Total Regional Malls				42,747,093
Shopping Centers—8.5%
Acadia Realty Trust		80,220		2,502,864
DDR Corp.		156,290		2,835,101
Excel Trust, Inc.		33,960		441,480
Federal Realty Investment Trust		20,860		2,749,348
Kimco Realty Corp.		184,430		4,601,528
Ramco-Gershenson Properties Trust		126,640		2,213,667
Regency Centers Corp.		122,350		7,426,645
Retail Opportunity Investments Corp.		240,410		3,928,299
Total Shopping Centers				26,698,932
Single Tenant—0.3%
Spirit Realty Capital, Inc.		76,980		916,062
Storage—6.8%
CubeSmart		49,790		1,048,079
Extra Space Storage, Inc.		56,060		3,260,450
Public Storage		68,010		12,536,963
Sovran Self Storage, Inc.		54,390		4,628,045
Total Storage				21,473,537
Warehouse/Industrials—6.0%
CyrusOne, Inc.		90,760		2,478,656
Prologis, Inc.		362,320		15,090,628
Rexford Industrial Realty, Inc.		94,910		1,466,360
Total Warehouse /Industrials				19,035,644
Total REITs (cost $266,956,970)				311,188,606

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

AMG Managers Real Estate Securities Fund

Schedule of Portfolio Investments (continued)


	Shares		Value
Other Investment Companies—2.6%³
Dreyfus Institutional Cash Advantage Fund, Institutional Class Shares, 0.06% (cost $8,208,901)		8,208,901	$	8,208,901


	Value
Total Investments—102.0%
(cost $278,138,413)	$	322,314,420
Other Assets, less Liabilities—(2.0)%		(6,356,917	)
Net Assets—100.0%	$	315,957,503

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

Notes to Schedules of Portfolio Investments

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

At October 31, 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	$	26,587,134	$	12,652,042	$	(1,560,381	)	$	11,091,661
AMG TimesSquare All Cap Growth Fund		32,751,875		8,243,094		(464,355	)		7,778,739
AMG Managers Emerging Opportunities Fund		170,823,383		56,899,619		(10,032,955	)		46,866,664
AMG Managers Real Estate Securities Fund		279,784,651		44,488,048		(1,958,279	)		42,529,769

*	Non-income producing security.

¹	Some or all of these shares were out on loan to various brokers as of October 31, 2014 amounting to the following:


Fund	Market Value		% of Net Assets
AMG Frontier Small Cap Growth Fund	$	1,171,270		3.2	%
AMG TimesSquare All Cap Growth Fund		908,119		2.3	%
AMG Managers Emerging Opportunities Fund		12,229,198		6.0	%

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

³	Yield shown represents the October 31, 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 October 31, 2014, amounted to the following:


Fund	Market Value		% of Net Assets
AMG Managers Emerging Opportunities Fund	$	3,088		0.002	%

As of October 31, 2014, the securities in the 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 Schedule of Portfolio Investments previously presented in this report.

The following tables summarize the inputs used to value the Funds’ net assets by the fair value hierarchy levels as of October 31, 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^†	$	36,144,994		—		—	$	36,144,994
Short-Term Investments
Repurchase Agreements		—	$	1,207,281		—		1,207,281
Other Investment Companies		326,520		—		—		326,520

Total Investments in Securities	$	36,471,514	$	1,207,281		—	$	37,678,795

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

Notes to Schedules of Portfolio Investments (continued)


	Quoted Prices in Active Markets for Identical Investments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
AMG TimesSquare All Cap Growth Fund
Investments in Securities
Common Stocks^†	$	38,215,649		—		—	$	38,215,649
Short-Term Investments
Repurchase Agreements		—	$	929,341		—		929,341
Other Investment Companies		1,385,624		—		—		1,385,624

Total Investments in Securities	$	39,601,273	$	929,341		—	$	40,530,614


	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
Information Technology	$	42,395,994		—		—	$	42,395,994
Health Care		40,465,150		—		—		40,465,150
Industrials		36,750,679	$	3,088		—		36,753,767
Consumer Discretionary		34,452,206		—		—		34,452,206
Financials		25,082,025		—		—		25,082,025
Materials		6,333,877		—		—		6,333,877
Energy		5,681,150		—		—		5,681,150
Consumer Staples		4,796,590		—		—		4,796,590
Telecommunication Services		2,935,527		—		—		2,935,527
Utilities		1,654,662		—		—		1,654,662
Exchange Traded Funds		340,680		—		—		340,680
Short-Term Investments
Repurchase Agreements		—		12,765,059		—		12,765,059
Other Investment Companies		4,033,360		—		—		4,033,360

Total Investments in Securities	$	204,921,900	$	12,768,147		—	$	217,690,047

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

As of October 31, 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.

Statement of Assets and Liabilities

October 31, 2014


	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 $1,171,270, $908,119 and $12,229,198, respectively)	$	37,678,795	$	40,530,614	$	217,690,047
Receivable for investments sold		713,026		1,555,018		2,390,041
Dividends, interest and other receivables		6,076		3,805		64,058
Receivable for Fund shares sold		1,750		4,913		54,382
Prepaid expenses		11,236		17,366		15,327
Receivable from affiliate		6,611		24,323		33,794
Total assets		38,417,494		42,136,039		220,247,649
Liabilities:
Payable upon return of securities loaned		1,207,281		929,341		12,765,059
Payable for investments purchased		862,970		2,176,688		2,137,789
Payable for Fund shares repurchased		5,314		14,668		332,525
Accrued expenses:
Investment advisory and management fees		28,512		23,449		161,311
Administrative fees		—		7,817		40,328
Shareholder servicing fees—Investor Class		72		5,456		—
Shareholder servicing fees—Service Class		—		3,347		33,322
Distribution fees—Investor Class		72		1,094		—
Trustees fees and expenses		109		217		1,118
Other		35,978		32,541		96,869
Total liabilities		2,140,308		3,194,618		15,568,321
Net Assets	$	36,277,186	$	38,941,421	$	204,679,328
Net Assets Represent:
Paid-in capital	$	9,025,808	$	27,888,391	$	135,194,748
Undistributed net investment income		—		—		126,489
Accumulated net realized gain from investments		15,668,600		3,189,849		19,285,332
Net unrealized appreciation of investments		11,582,778		7,863,181		50,072,759
Net Assets	$	36,277,186	$	38,941,421	$	204,679,328
Investor Class:
Net Assets	$	364,686	$	5,416,798		n/a
Shares outstanding		14,520		324,821		n/a
Net asset value, offering and redemption price per share	$	25.12	$	16.68		n/a
Service Class:
Net Assets	$	14,842,249	$	30,197,645	$	169,397,786
Shares outstanding		584,413		1,781,651		3,595,799
Net asset value, offering and redemption price per share	$	25.40	$	16.95	$	47.11
Institutional Class:
Net Assets	$	21,070,251	$	3,326,978	$	35,281,542
Shares outstanding		820,243		196,493		745,595
Net asset value, offering and redemption price per share	$	25.69	$	16.93	$	47.32
* Investments at cost	$	26,096,017	$	32,667,433	$	167,617,288

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

Statement of Assets and Liabilities (continued)


	AMG Managers Real Estate Securities Fund
Assets:
Investments at value*	$	322,314,420
Receivable for investments sold		651,609
Receivable for Fund shares sold		618,297
Dividends, interest and other receivables		63,404
Prepaid expenses		5,936
Total assets		323,653,666
Liabilities:
Payable for investments purchased		6,977,992
Payable for Fund shares repurchased		366,164
Accrued expenses:
Investment advisory and management fees		148,882
Administrative fees		62,034
Shareholder servicing fees		62,034
Trustees fees and expenses		44
Other		79,013
Total liabilities		7,696,163
Net Assets	$	315,957,503
Net Assets Represent:
Paid-in capital	$	261,833,881
Undistributed net investment income		1,227,254
Accumulated net realized gain from investments		8,720,361
Net unrealized appreciation of investments		44,176,007
Net Assets	$	315,957,503
Shares outstanding		26,268,328
Net asset value, offering and redemption price per share	$	12.03
* Investments at cost	$	278,138,413

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

Statement of Operations

For the fiscal year ended October 31, 2014


	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	$	269,172	¹	$	277,676		$	1,543,804	²	$	6,205,895
Securities lending income		77,120			736			201,522			—
Interest income		—			—			118			—
Foreign withholding tax		(2,073	)		—			—			—
Total investment income		344,219			278,412			1,745,444			6,205,895
Expenses:
Investment advisory and management fees		487,263			284,265			2,170,315			1,508,052
Administrative fees		—			94,755			542,579			628,355
Distribution fees—Investor Class		944			13,069			—			—
Shareholder servicing fees—Service Class		35,093			30,657			445,065			—
Shareholder servicing fees—Investor Class		944			12,642			—			—
Shareholder servicing fees		—			—			—			628,355
Registration fees		44,705			41,157			39,944			49,486
Professional fees		30,727			33,346			38,381			50,675
Custodian		18,194			6,267			43,773			20,469
Transfer agent		10,528			18,202			39,458			26,056
Reports to shareholders		9,330			11,051			33,984			69,920
Trustees fees and expenses		2,079			1,735			8,236			8,796
Miscellaneous		3,119			2,324			28,899			4,917
Expense repayments		—			—			—			26,047
Total expenses before offsets		642,926			549,470			3,390,634			3,021,128
Expense reimbursements		(93,286	)		(193,572	)		(360,327	)		—
Expense reductions		—			(9,750	)		(58,214	)		(15,747	)
Net expenses		549,640			346,148			2,972,093			3,005,381
Net investment income (loss)		(205,421	)		(67,736	)		(1,226,649	)		3,200,514
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		16,786,267			3,340,666			22,310,331			10,848,695
Net change in unrealized appreciation (depreciation) of investments		(11,092,183	)		994,416			(11,389,106	)		34,560,852
Net realized and unrealized gain		5,694,084			4,335,082			10,921,225			45,409,547
Net increase in net assets resulting from operations	$	5,488,663		$	4,267,346		$	9,694,576		$	48,610,061

¹	Includes non-recurring dividends of $25,677.

²	Includes non-recurring dividends of $206,279.

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

Statements of Changes in Net Assets

For the fiscal years ended October 31,


	AMG Frontier Small Cap Growth Fund						AMG TimesSquare All Cap Growth Fund						AMG Managers Emerging Opportunities Fund
	2014			2013			2014			2013			2014			2013
Increase (Decrease) in Net Assets From Operations:
Net investment income (loss)	$	(205,421	)	$	(180,285	)	$	(67,736	)	$	54,882		$	(1,226,649	)	$	(459,051	)
Net realized gain on investments		16,786,267			8,773,344			3,340,666			4,505,144			22,310,331			29,255,923
Net change in unrealized appreciation (depreciation) of investments		(11,092,183	)		18,984,862			994,416			3,689,693			(11,389,106	)		37,936,325
Net increase in net assets resulting from operations		5,488,663			27,577,921			4,267,346			8,249,719			9,694,576			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		(34,624,118	)		(40,721,845	)		2,258,667			2,745,621			6,392,011			20,768,144
Total increase (decrease) in net assets		(37,478,630	)		(13,143,924	)		2,649,818			10,906,273			(12,368,438	)		76,524,267
Net Assets:
Beginning of year		73,755,816			86,899,740			36,291,603			25,385,330			217,047,766			140,523,499
End of year	$	36,277,186		$	73,755,816		$	38,941,421		$	36,291,603		$	204,679,328		$	217,047,766
End of year undistributed net investment income (loss)		—			—			—		$	(14,957	)	$	126,489		$	78,367

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

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

Statements of Changes in Net Assets (continued)

For the fiscal years ended October 31,


	AMG Managers Real Estate Securities Fund
	2014			2013
Increase (Decrease) in Net Assets From Operations:
Net investment income	$	3,200,514		$	2,124,958
Net realized gain on investments		10,848,695			11,667,269
Net change in unrealized appreciation (depreciation) of investments		34,560,852			2,575,248
Net increase in net assets resulting from operations		48,610,061			16,367,475
Distributions to Shareholders:
From net investment income		(2,925,112	)		(1,863,912	)
From net realized gain on investments		(12,258,881	)		(3,921,545	)
Total distributions to shareholders		(15,183,993	)		(5,785,457	)
Capital Share Transactions:
Proceeds from sale of shares		135,347,394			129,568,438
Reinvestment of dividends and distributions		13,118,901			5,096,432
Cost of shares repurchased		(78,560,763	)		(100,989,345	)
Net increase from capital share transactions		69,905,532			33,675,525
Total increase in net assets		103,331,600			44,257,543
Net Assets:
Beginning of year		212,625,903			168,368,360
End of year	$	315,957,503		$	212,625,903
End of year undistributed net investment income	$	1,227,254		$	654,982

Share Transactions:
Sale of shares		12,516,599			12,151,788
Reinvested shares from dividends and distributions		1,345,243			503,733
Shares repurchased		(7,291,385	)		(9,677,837	)
Net increase in shares		6,570,457			2,977,684

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

AMG Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,												For the fiscal period ended October 31, 2010*
Investor Class	2014			2013			2012			2011			For the fiscal period ended 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		(0.21	)⁴		(0.14	)⁵		(0.13	)⁶		(0.16	)		(0.11	)
Net realized and unrealized gain on investments¹		2.05			7.59			1.04			1.36			2.17
Total from investment operations		1.84			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	$	25.12		$	26.26		$	18.81		$	17.90		$	16.70
Total Return²		7.24	%⁸		39.61	%		5.08	%		7.19	%		14.07	%¹⁴
Ratio of net expenses to average net assets (with offsets/reductions)		1.55	%		1.58	%⁷		1.55	%		1.55	%		1.55	%¹⁵
Ratio of expenses to average net assets (with offsets)		1.55	%		1.58	%⁷		1.55	%		1.55	%		1.55	%¹⁵
Ratio of total expenses to average net assets (without offsets/reductions)³		1.74	%		1.65	%⁷		1.65	%		1.72	%		1.94	%¹⁵
Ratio of net investment loss to average net assets²		(0.86	)%		(0.64	)%⁷		(0.70	)%		(0.86	)%		(0.91	)%¹⁵
Portfolio turnover		63	%		65	%		38	%		44	%		52	%
Net assets at end of period (000’s omitted)	$	365		$	366		$	474		$	563		$	406


	For the fiscal year ended October 31,
Service Class	2014			2013			2012			2011			2010*
Net Asset Value, Beginning of Year	$	26.48		$	18.92		$	17.96		$	16.72		$	13.42
Income from Investment Operations:
Net investment loss¹		(0.15	)⁴		(0.10	)⁵		(0.09	)⁶		(0.12	)		(0.12	)
Net realized and unrealized gain on investments¹		2.08			7.66			1.05			1.36			3.42
Total from investment operations		1.93			7.56			0.96			1.24			3.30
Distributions to Shareholders from:
Net realized gain on investments		(3.01	)		—			—			—			—
Net Asset Value, End of Year	$	25.40		$	26.48		$	18.92		$	17.96		$	16.72
Total Return²		7.54	%⁸		39.96	%⁸		5.35	%⁸		7.42	%⁸		24.59	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.28	%		1.33	%⁷		1.30	%		1.30	%		1.37	%
Ratio of expenses to average net assets (with offsets)		1.28	%		1.33	%⁷		1.30	%		1.30	%		1.37	%
Ratio of total expenses to average net assets (without offsets/reductions)³		1.47	%		1.40	%⁷		1.40	%		1.47	%		1.66	%
Ratio of net investment loss to average net assets²		(0.59	)%		(0.43	)%⁷		(0.48	)%		(0.63	)%		(0.78	)%
Portfolio turnover		63	%		65	%		38	%		44	%		52	%
Net assets at end of year (000’s omitted)	$	14,842		$	15,273		$	12,664		$	18,199		$	18,290

AMG Frontier Small Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,												For the fiscal period ended October 31, 2010*
Institutional Class	2014			2013			2012			2011			For the fiscal period ended 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		(0.09	)⁴		(0.04	)⁵		(0.04	)⁶		(0.08	)		(0.05	)
Net realized and unrealized gain on investments¹		2.10			7.72			1.05			1.37			2.15
Total from investment operations		2.01			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	$	25.69		$	26.72		$	19.04		$	18.03		$	16.74
Total Return²		7.78	%⁸		40.34	%		5.60	%		7.71	%		14.34	%¹⁴
Ratio of net expenses to average net assets (with offsets/reductions)		1.05	%		1.08	%⁷		1.05	%		1.05	%		1.05	%¹⁵
Ratio of expenses to average net assets (with offsets)		1.05	%		1.08	%⁷		1.05	%		1.05	%		1.05	%¹⁵
Ratio of total expenses to average net assets (without offsets/reductions)³		1.24	%		1.15	%⁷		1.15	%		1.22	%		1.44	%¹⁵
Ratio of net investment loss to average net assets²		(0.34	)%		(0.17	)%⁷		(0.20	)%		(0.41	)%		(0.41	)%¹⁵
Portfolio turnover		63	%		65	%		38	%		44	%		52	%
Net assets at end of period (000’s omitted)	$	21,070		$	58,117		$	73,762		$	77,217		$	11,750

AMG TimesSquare All Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,												For the fiscal period ended October 31, 2010**
Investor Class	2014			2013			2012			2011			For the fiscal period ended 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 income (loss)¹		(0.08	)		(0.02	)⁹		(0.02	)⁶		(0.10	)		(0.00	)^#
Net realized and unrealized gain on investments¹		1.92			3.89			1.75			0.19			0.93
Total from investment operations		1.84			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	$	16.68		$	16.60		$	12.75		$	11.02		$	10.93
Total Return²		11.59	%		30.41	%		15.70	%		0.84	%		9.30	%¹⁴
Ratio of net expenses to average net assets (with offsets/reductions)		1.25	%		1.30	%¹⁰		1.17	%		1.11	%		1.17	%¹⁵
Ratio of expenses to average net assets (with offsets)		1.28	%		1.32	%¹⁰		1.19	%		1.19	%		1.17	%¹⁵
Ratio of total expenses to average net assets (without offsets/reductions)³		1.79	%		1.85	%¹⁰		1.80	%		2.04	%		15.15	%¹⁵
Ratio of net investment loss to average net assets²		(0.52	)%		(0.17	)%¹⁰		(0.14	)%		(0.86	)%		(0.11	)%¹⁵
Portfolio turnover		94	%		102	%		87	%		102	%		50	%
Net assets at end of period (000’s omitted)	$	5,417		$	5,046		$	3,608		$	2,465		$	14


	For the fiscal year ended October 31,												For the fiscal period ended October 31, 2010**
Service Class	2014			2013			2012			2011			For the fiscal period ended 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		(0.02	)		0.03	⁹		0.01	⁶		(0.02	)		(0.00	)^#
Net realized and unrealized gain on investments¹		1.95			3.93			1.77			0.18			0.94
Total from investment operations		1.93			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	$	16.95		$	16.80		$	12.88		$	11.10		$	10.94
Total Return²		12.04	%		30.88	%		16.04	%⁸		1.46	%⁸		9.40	%¹⁴
Ratio of net expenses to average net assets (with offsets/reductions)		0.86	%		0.90	%¹⁰		0.96	%		0.96	%		1.03	%¹⁵
Ratio of expenses to average net assets (with offsets)		0.89	%		0.92	%¹⁰		0.98	%		1.04	%		1.03	%¹⁵
Ratio of total expenses to average net assets (without offsets/reductions)³		1.40	%		1.45	%¹⁰		1.59	%		1.89	%		15.00	%¹⁵
Ratio of net investment income (loss) to average net assets²		(0.13	)%		0.23	%¹⁰		0.09	%		(0.17	)%		0.00	%¹⁵
Portfolio turnover		94	%		102	%		87	%		102	%		50	%
Net assets at end of period (000’s omitted)	$	30,198		$	28,281		$	19,498		$	18,321		$	11

AMG TimesSquare All Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,												For the fiscal period ended October 31, 2010^**
Institutional Class	2014			2013			2012			2011			For the fiscal period ended 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		(0.01	)		0.05	⁹		0.03	⁶		0.00	^#		0.01
Net realized and unrealized gain on investments¹		1.95			3.92			1.77			0.13			0.93
Total from investment operations		1.94			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	$	16.93		$	16.77		$	12.87		$	11.07		$	10.94
Total Return²		12.10	%⁸		31.00	%⁸		16.26	%		1.23	%		9.40	%¹⁴
Ratio of net expenses to average net assets (with offsets/reductions)		0.76	%		0.80	%¹⁰		0.77	%		0.71	%		0.79	%¹⁵
Ratio of expenses to average net assets (with offsets)		0.79	%		0.82	%¹⁰		0.79	%		0.79	%		0.79	%¹⁵
Ratio of total expenses to average net assets (without offsets/reductions)³		1.30	%		1.35	%¹⁰		1.40	%		1.64	%		14.74	%¹⁵
Ratio of net investment income (loss) to average net assets²		(0.04	)%		0.35	%¹⁰		0.26	%		0.03	%		0.27	%¹⁵
Portfolio turnover		94	%		102	%		87	%		102	%		50	%
Net assets at end of period (000’s omitted)	$	3,327		$	2,965		$	2,279		$	1,982		$	1,063

AMG Managers Emerging Opportunities Fund

Financial Highlights

For a share outstanding throughout each fiscal period


	For the fiscal year ended October 31,
Service Class†	2014			2013			2012			2011			2010
Net Asset Value, Beginning of Year	$	51.19		$	37.26		$	36.03		$	33.42		$	26.37
Income from Investment Operations:
Net investment loss¹		(0.29	)⁴		(0.14	)⁵		(0.23	)		(0.27	)		(0.25	)
Net realized and unrealized gain on investments¹		3.01			16.99			4.12			2.88			7.30
Total from investment operations		2.72			16.85			3.89			2.61			7.05
Distributions to Shareholders from:
Net investment income		—			(0.07	)		—			—			—
Net realized gain on investments		(6.80	)		(2.85	)		(2.66	)		—			—
Total distributions to shareholders		(6.80	)		(2.92	)		(2.66	)		—			—
Net Asset Value, End of Year	$	47.11		$	51.19		$	37.26		$	36.03		$	33.42
Total Return²		5.09	%		49.00	%		11.55	%^†††		7.78	%		26.73	%⁸
Ratio of net expenses to average net assets (with offsets/reductions)		1.41	%¹¹		1.44	%¹²		1.41	%		1.41	%		1.50	%
Ratio of expenses to average net assets (with offsets)		1.44	%¹¹		1.45	%¹²		1.43	%		1.43	%		1.52	%
Ratio of total expenses to average net assets (without offsets/reductions)³		1.61	%¹¹		1.65	%¹²		1.68	%		1.66	%		1.72	%
Ratio of net investment loss to average net assets²		(0.61	)%¹¹		(0.33	)%¹²		(0.62	)%		(0.73	)%		(0.84	)%
Portfolio turnover		98	%		96	%		64	%		85	%		93	%
Net assets at end of year (000’s omitted)	$	169,398		$	172,959		$	110,732		$	113,742		$	135,570


	For the fiscal year ended October 31,									For the fiscal period October 1, 2011 through October 31, 2011
Institutional Class††	2014			2013			2012
Net Asset Value, Beginning of Period	$	51.31		$	37.37		$	36.03		$	31.02
Income from Investment Operations:
Net investment loss¹		(0.17	)⁴		(0.03	)⁵		(0.13	)		(0.01	)
Net realized and unrealized gain on investments¹		3.00			16.99			4.13			5.02
Total from investment operations		2.83			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	$	47.32		$	51.31		$	37.37		$	36.03
Total Return²		5.33	%		49.36	%		11.84	%^†††		16.18	%¹⁴
Ratio of net expenses to average net assets (with offsets/reductions)		1.16	%¹¹		1.19	%¹²		1.16	%		1.17	%¹⁵
Ratio of expenses to average net assets (with offsets)		1.19	%¹¹		1.20	%¹²		1.18	%		1.19	%¹⁵
Ratio of total expenses to average net assets (without offsets/reductions)³		1.36	%¹¹		1.40	%¹²		1.43	%		1.50	%¹⁵
Ratio of net investment loss to average net assets²		(0.36	)%¹¹		(0.08	)%¹²		(0.37	)%		(0.42	)%¹⁵
Portfolio turnover		98	%		96	%		64	%		85	%
Net assets at end of period (000’s omitted)	$	35,282		$	44,089		$	29,791		$	31,735

AMG Managers Real Estate Securities Fund

Financial Highlights

For a share outstanding throughout each fiscal year


	For the fiscal year ended October 31,
	2014			2013			2012			2011			2010
Net Asset Value, Beginning of Year	$	10.79		$	10.07		$	8.95		$	8.12		$	5.68
Income from Investment Operations:
Net investment income¹		0.14			0.11			0.09			0.06			0.08
Net realized and unrealized gain on investments¹		1.84			0.96			1.11			0.83			2.43
Total from investment operations		1.98			1.07			1.20			0.89			2.51
Distributions to Shareholders from:
Net investment income		(0.13	)		(0.10	)		(0.08	)		(0.06	)		(0.07	)
Net realized gain on investments		(0.61	)		(0.25	)		—			—			—
Total distributions to shareholders		(0.74	)		(0.35	)		(0.08	)		(0.06	)		(0.07	)
Net Asset Value, End of Year	$	12.03		$	10.79		$	10.07		$	8.95		$	8.12
Total Return²		19.88	%		10.89	%⁸		13.43	%		11.06	%		44.47	%
Ratio of net expenses to average net assets (with offsets/reductions)		1.19	%		1.26	%¹³		1.26	%		1.41	%		1.49	%
Ratio of expenses to average net assets (with offsets)		1.20	%		1.27	%¹³		1.27	%		1.42	%		1.50	%
Ratio of total expenses to average net assets (without offsets/reductions)³		1.20	%		1.27	%¹³		1.28	%		1.48	%		1.79	%
Ratio of net investment income to average net assets²		1.27	%		1.08	%¹³		0.92	%		0.69	%		1.12	%
Portfolio turnover		49	%		86	%		36	%		75	%		99	%
Net assets at end of year (000’s omitted)	$	315,958		$	212,626		$	168,368		$	55,568		$	23,787

Notes to Financial Highlights

^#	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 $(0.22), $(0.16), and $(0.10) for AMG Frontier Small Cap Growth Fund’s Investor Class, Service Class, and Institutional Class shares, respectively, and $(0.33) and $(0.21) 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 $(0.20), $(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.

⁶

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.

⁷	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.

⁸	The Total Return is based on the Financial Statement Net Asset Values as shown above.

⁹	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.

¹⁰	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.

¹¹	Includes tax expense of $23,725 or 0.01%.

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 0.027% of average net assets.

¹⁴	Not annualized.

¹⁵	Annualized.

Notes to Financial Statements

October 31, 2014

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 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.

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.

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 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 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.

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)

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

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 fiscal year ended October 31, 2014, the amount by which the Funds’ expenses were reduced and the impact on the annualized expense ratios, if any, were as follows: All Cap Growth—$9,750 or 0.03%, Emerging Opportunities—$58,214 or 0.03% and Real Estate Securities—$15,747 or 0.01%.

Overdraft fees are computed at 1% above the effective Federal Funds rate on the day of the overdraft. For the fiscal year ended October 31, 2014, the overdraft fees for Small Cap, All Cap Growth and Emerging Opportunities equaled $643, $2 and $7, respectively.

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

Notes to Financial Statements (continued)

The tax character of distributions paid during the fiscal years ended October 31, 2014 and October 31, 2013 were as follows:


	Small Cap				All Cap Growth				Emerging Opportunities				Real Estate Securities
	2014		2013		2014		2013		2014		2013		2014		2013
Distributions paid from:
Ordinary income		—		—		—	$	89,067		—		—	$	2,628,242	$	1,720,440
Short-term capital gains	$	3,323,514		—	$	1,451,179		—	$	13,504,881	$	335,270		2,795,836		1,449,621
Long-term capital gains		5,019,661		—		2,425,016		—		14,950,144		10,641,804		9,759,915		2,615,396

Total	$	8,343,175		—	$	3,876,195	$	89,067	$	28,455,025	$	10,977,074	$	15,183,993	$	5,785,457

As of October 31, 2014, the components of distributable earnings (excluding unrealized appreciation/depreciation) on a tax basis consisted of:


	Small Cap		All Cap Growth		Emerging Opportunities		Real Estate Securities
Capital loss carryforward		—		—		—		—
Undistributed ordinary income		—		—		—	$	1,227,254
Undistributed short-term capital gains	$	3,364,561	$	878,919	$	3,416,573		1,394,115
Undistributed long-term capital gains		12,795,156		2,395,372		19,201,343		8,972,484

e. FEDERAL TAXES

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

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of October 31, 2014 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, 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 will 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 October 31, 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 fiscal year ended October 31, 2015, such amounts may be used to offset future realized capital gains, for an unlimited time period.

g. CAPITAL STOCK

Notes to Financial Statements (continued)

For the fiscal years ended October 31, 2014, and 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
	2014						2013						2014						2013
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Investor Class:
Proceeds from sale of shares		26		$	650			472		$	11,202			20,952		$	332,090			44,427		$	652,528
Reinvestment of distributions		1,687			41,612			—			—			33,626			535,996			465			6,034
Cost of shares repurchased		(1,134	)		(26,633	)		(11,753	)		(257,651	)		(33,772	)		(541,949	)		(23,858	)		(354,373	)

Net increase (decrease)		579		$	15,629			(11,281	)	$	(246,449	)		20,806		$	326,137			21,034		$	304,189

Service Class:
Proceeds from sale of shares		36,361		$	941,064			14,996		$	346,091			323,639		$	5,257,143			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		(98,207	)		(2,449,400	)		(107,664	)		(2,411,622	)		(412,684	)		(6,674,101	)		(342,293	)		(5,092,088	)

Net increase (decrease)		7,733		$	222,786			(92,668	)	$	(2,065,531	)		98,335		$	1,609,233			169,741		$	2,507,069

Institutional Class:
Proceeds from sale of shares		20,110		$	517,471			24,657		$	530,043			25,695		$	414,520			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		(1,634,808	)		(41,905,042	)		(1,723,427	)		(38,939,908	)		(25,502	)		(405,231	)		(99,460	)		(1,435,701	)

Net increase (decrease)		(1,354,943	)	$	(34,862,533	)		(1,698,770	)	$	(38,409,865	)		19,672		$	323,297			(276	)	$	(65,637	)


	Emerging Opportunities
	2014						2013
	Shares			Amount			Shares			Amount
Service Class:
Proceeds from sale of shares		1,097,506		$	52,817,257	¹		769,762		$	35,294,189
Reinvestment of distributions		480,130			22,993,403			245,892			8,478,353
Cost of shares repurchased		(1,360,770	)		(63,737,132	)		(608,491	)		(25,727,865	)

Net increase		216,866		$	12,073,528			407,163		$	18,044,677

Institutional Class:
Proceeds from sale of shares		69,044		$	3,338,393			171,893		$	8,092,144
Reinvestment of distributions		107,315			5,151,130			66,982			2,310,199
Cost of shares repurchased		(290,013	)		(14,171,040	)		(176,822	)		(7,678,876	)

Net increase (decrease)		(113,654	)	$	(5,681,517	)		62,053		$	2,723,467

¹	Includes a contribution of capital by the Investment Manager ( See Note 2 in the Notes to Financial Statements.)

At October 31, 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 46%; All Cap Growth—one owns 14%; Emerging Opportunities—two collectively own 47%; Real Estate Securities—three collectively own 61%. Transactions by these shareholders may have a material impact on their respective Fund.

Notes to Financial Statements (continued)

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 October 31, 2014, the market value of repurchase agreements outstanding for Small Cap, All Cap Growth and Emerging Opportunities was $1,207,281, $929,341 and $12,765,059, respectively.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as Investment Manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more 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 fiscal year ended October 31, 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. The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the Investment Manager of the Fund or a successor fund, by mutual agreement of the Investment Manager and the AMG Funds’ Board of Trustees, or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.

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%.

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 Fund’s contractual expense limitation amount. For the fiscal year ended October 31, 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		93,286			193,572			360,327
Repayments		—			—			—
Expired Reimbursements		(116,506	)		(157,601	)		(326,044	)

Reimbursement Available—10/31/14	$	245,082		$	501,326		$	1,037,842


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

Reimbursement Available—10/31/14	$	0

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.

Notes to Financial Statements (continued)

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.

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.

The impact on the annualized expense ratios for the fiscal year ended October 31, 2014 were as follows:


Fund	Maximum Amount Allowed			Actual Amount Incurred
Small Cap
Investor Class		0.25	%		0.25	%
Service Class		0.25	%		0.23	%
All Cap Growth
Investor Class		0.25	%		0.24	%
Service Class		0.25	%		0.10	%
Emerging Opportunities
Service Class		0.25	%		0.25	%

During the period, the Service Class of the Emerging Opportunities Fund recorded a capital contribution by the Investment Manager of $61,744. The contribution represented a payment in connection with the reallocation of certain shareholder servicing expenses for which the Class had reimbursed the Investment Manager in prior periods, plus interest.

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 fiscal year ended October 31, 2014, the following Funds either borrowed from or lent to other Funds in the AMG Funds family: Small Cap borrowed $2,056,818, for two days paying interest of $68. The interest amount is included in the Statement of Operations as miscellaneous expense. 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 October 31, 2014, the Funds had no loans outstanding.

For the fiscal year ended October 31, 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

Notes to Financial Statements (continued)

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

Janurary 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

April 9, 2014—sold 1,036 shares of Astronics Corp. at $56.11 to Lord Abbett Micro Cap Value Fund

April 24, 2014—bought 1,100 shares of Vince Holding Corp. at $26.35 to Lord Abbett High Yield Fund

May 27, 2014—bought 300 shares of Sarepta Therapeutics, Inc. at $35.07 to Lord Abbett Fundamental Equity Fund

June 25, 2014—sold 16,438 shares of Invensense, Inc. at $22.05 to Lord Abbett Developing Growth Fund

July 8, 2014—sold 5,181 shares of Aerovironment, Inc. at $31.14 to Lord Abbett High Yield Fund

September 10, 2014—sold 2,566 shares of ExamWorks Group, Inc. at $33.51 to Lord Abbett Research Fund—Small-Cap Value Series

October 3, 2014—sold 6,703 shares of Ambarella, Inc. at $42.65 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 fiscal year ended October 31, 2014, were as follows:


	Long-Term Securities
Fund	Purchases		Sales
Small Cap	$	30,554,620	$	72,714,051
All Cap Growth		34,800,959		36,708,754
Emerging Opportunities		208,759,494		226,590,495
Real Estate Securities		186,776,746		122,829,881

The Funds had no purchases or sales of U.S. Government obligations during the fiscal year ended October 31, 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’ 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.

Notes to Financial Statements (continued)

At October 31, 2014, the value of the securities loaned and cash collateral received were as follows:


	Securities		Cash Collateral
Fund	Loaned		Received
Small Cap	$	1,171,270	$	1,207,281
All Cap Growth		908,119		929,341
Emerging Opportunities		12,229,198		12,765,059

5. COMMITMENTS AND CONTINGENCIES

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. MASTER NETTING AGREEMENTS

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

The following tables are a summary of the Funds’ open repurchase agreements that are subject to a master netting agreement as of October 31, 2014:


			Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments Collateral		Cash Collateral Received		Net Amount
Small Cap
Cantor Fitzgerald Securities, Inc.	$	1,000,000	$	1,000,000		—		—
Nomura Securities USA, Inc.		207,281		207,281		—		—

Total	$	1,207,281	$	1,207,281		—		—

All Cap Growth
Cantor Fitzgerald Securities, Inc.	$	929,341	$	929,341		—		—

Total	$	929,341	$	929,341		—		—

Emerging Opportunities
Cantor Fitzgerald Securities, Inc.	$	3,031,712	$	3,031,712		—		—
Citigroup Global Markets, Inc.		638,211		638,211		—		—
Daiwa Capital Markets America		3,031,712		3,031,712		—		—
Nomura Securities USA, Inc.		3,031,712		3,031,712		—		—
State of Wisconsin Investment Board		3,031,712		3,031,712		—		—

Total	$	12,765,059	$	12,765,059		—		—

7. SUBSEQUENT EVENTS

Notes to Financial Statements (continued)

TAX INFORMATION (unaudited)

AMG Frontier Small Cap Growth Fund, AMG TimesSquare All Cap Growth Fund, AMG Managers Emerging Opportunities Fund and AMG Managers Real Estate Securities Fund each hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2013/2014 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.

Pursuant to section 852 of the Internal Revenue Code, AMG Frontier Small Cap Growth Fund, AMG TimesSquare All Cap Growth Fund, AMG Managers Emerging Opportunities Fund and AMG Managers Real Estate Securities Fund each hereby designate $12,795,156, $2,425,016, $19,204,566 and $9,759,915 respectively, as a capital gain distribution with respect to the taxable year ended October 31, 2014, or if subsequently determined to be different, the net capital gains of such year.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF AMG FUNDS I AND THE SHAREHOLDERS OF AMG FRONTIER SMALL CAP GROWTH FUND, AMG TIMESSQUARE ALL CAP GROWTH FUND, AMG MANAGERS EMERGING OPPORTUNITIES FUND AND AMG MANAGERS REAL ESTATE SECURITIES FUND:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial positions of AMG Frontier Small Cap Growth Fund (formerly, Managers Frontier Small Cap Growth Fund), AMG TimesSquare All Cap Growth Fund (formerly, Managers AMG TSCM Growth Equity Fund), AMG Managers Emerging Opportunities Fund (formerly, Managers Micro-Cap Fund) and AMG Managers Real Estate Securities Fund (formerly, Managers Real Estate Fund) (the “Funds”) at October 31, 2014, and the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian, brokers and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 29, 2014

AMG Funds

Trustees and Officers

There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trust’s

Independent Trustees

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


Number of Funds Overseen in Fund Complex		Name, Date of Birth, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

• Trustee since 2012		Bruce B. Bingham, 12/1/48
• Oversees 43 Funds in Fund Complex		Partner, Hamilton Partners (real estate development firm) (1987-Present); Trustee of Aston Funds (25 portfolios) (2014-Present); Director of The Yacktman Funds (2000-2012).

• Independent Chairman		William E. Chapman II, 9/23/41
• Trustee since 2000 • Oversees 43 Funds in Fund Complex		President and Owner, Longboat Retirement Planning Solutions (1998-Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002-2009); Trustee Emeritus of Bowdoin College (2013-Present); Trustee of Bowdoin College (2002-2013); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (25 portfolios) (2010-Present).
• Trustee since 2000 • Oversees 43 Funds in Fund Complex

• Trustee since 2000		Edward J. Kaier, 9/23/45
• Oversees 43 Funds in Fund Complex		Attorney at Law and Partner, Teeters Harvey Marrone & Kaier LLP (2007-Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977-2007); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2013		Kurt A. Keilhacker, 10/5/63
• Oversees 45 Funds in Fund Complex		Managing Member, TechFund Capital (1997-Present); Managing Member, TechFund Europe (2000-Present); Trustee, Gordon College (2001-Present); Board Member, 6wind SA, (2002-Present); Managing Member, Clapham Partners I, LLC (2013-Present); Trustee of Aston Funds (25 portfolios) (2014-Present).

• Trustee since 2000		Steven J. Paggioli, 4/3/50
• Oversees 43 Funds in Fund Complex		Independent Consultant (2002-Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986-2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990-2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991-2001); Trustee, Professionally Managed Portfolios (45 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008-Present); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2013		Richard F. Powers III, 2/2/46
• Oversees 43 Funds in Fund Complex		Adjunct Professor, Boston College (2011-Present); Trustee of Aston Funds (25 portfolios) (2014-Present); Director of Ameriprise Financial Inc. (2005-2009); President and CEO of Van Kampen Investments Inc. (1998-2003).

• Trustee since 2000		Eric Rakowski, 6/5/58
• Oversees 45 Funds in Fund Complex		Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (25 portfolios) (2010-Present).

• Trustee since 2013		Victoria L. Sassine, 8/11/65
• Oversees 45 Funds in Fund Complex		Lecturer, Babson College (2007-Present); Trustee of Aston Funds (25 portfolios) (2014-Present).

• Trustee since 2000		Thomas R. Schneeweis, 5/10/47
• Oversees 43 Funds in Fund Complex		Professor Emeritus, University of Massachusetts (2013-Present); Partner, S Capital Management, LLC (2007-Present); President, TRS Associates (1982-Present); Director, CISDM at the University of Massachusetts, (1996-2013); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-2013); Professor of Finance, University of Massachusetts (1977-2013); Partner, White Bear Partners, LLC (2007-2010); Partner, Northampton Capital Management, LLC (2004-2010); Trustee of Aston Funds (25 portfolios) (2010-Present).

AMG Funds

Trustees and Officers (continued)

Interested Trustees


Number of Funds Overseen in Fund Complex		Name, Date of Birth, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee

• Trustee since 2011		Christine C. Carsman, 4/2/52
• Oversees 45 Funds in Fund Complex		Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-Present); Trustee of Aston Funds (25 portfolios) (2014-Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2004-2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004).

Officers


Position(s) Held with Fund and Length of Time Served		Name, Date of Birth, Principal Occupation(s) During Past 5 Years

• President since 2014		Jeffrey T. Cerutti, 2/7/68
• Principal Executive Officer since 2014		Chief Executive Officer, AMG Funds LLC (2014-Present); Director, President and Principal, AMG Distributors, Inc. (2014-Present); President and Principal Executive Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); President, VP Distributors, (2011-2014); Executive Vice President, Head of Distribution, Virtus Investment Partners, Inc. (2010-2014); Managing Director, Head of Sales, UBS Global Asset Management (2001-2010).

• Chief Operating Officer since 2007		Keitha L. Kinne, 5/16/58 Chief Operating Officer, AMG Funds LLC (2007-Present); Chief Investment Officer, AMG Funds LLC (2008-Present); Chief Operating Officer, AMG Distributors, Inc. (2007-Present); Chief Operating Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Managing Partner, AMG Funds LLC (2007-2014); President, AMG Funds (2012-2014); President, AMG Distributors, Inc. (2012-2014); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).

• Secretary since 2011		Lewis Collins, 2/22/66
• Chief Legal Officer since 2011		Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010-Present); Secretary, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006-2010); Senior Counsel, Affiliated Managers Group, Inc. (2002-2006); Attorney, Ropes & Gray LLP (1998-2002).

• Chief Financial Officer since 2007 • Treasurer since 1999 • Principal Financial Officer since 1999		Donald S. Rumery, 5/29/58 Senior Vice President, AMG Funds LLC (2005-Present); Treasurer, AMG Funds III (1995-Present); Treasurer, AMG Funds (1999-Present); Treasurer, AMG Funds II (2000-Present); Chief Financial Officer, AMG Funds III, AMG Funds and AMG Funds II (2007-Present); Treasurer, Principal Financial Officer and Principal Accounting Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Treasurer and Chief Financial Officer, AMG Distributors, Inc. (2000-2012); Vice President, AMG Funds LLC, (1994-2004).

• Assistant Treasurer since 2014		John C. Ball, 1/9/76 Vice President, Assistant Treasurer, AMG Funds LLC (2014-Present); Assistant Treasurer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Vice President, State Street Corp. (2010-2014); Vice President, State Street International (Ireland) Limited (2007-2010).

• Chief Compliance Officer since 2010		John J. Ferencz, 3/9/62 Vice President, Legal and Compliance, AMG Funds LLC (2010-Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005-2010).

• Assistant Secretary since 2011		Michael S. Ponder, 9/12/73 Senior Vice President and Counsel, AMG Funds LLC (2011-Present); Attorney, DeNovo Legal (2009-2010); Vice President, Credit Suisse (2007-2009); Associate, Willkie Farr & Gallagher LLP (2006-2007).

• Anti-Money Laundering Compliance Officer since 2014		Patrick J. Spellman, 3/15/74 Senior Vice President, Chief Compliance Officer, Legal and Compliance, AMG Funds LLC (2011-Present); Chief Compliance Officer, AMG Distributors, Inc., (2010-Present); Anti-Money Laundering Compliance Officer, AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (2014-Present); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011).

Annual Renewal of Investment Management and Subadvisory Agreements

At an in-person meeting held on June 19-20, 2014, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved the Investment Management Agreement with the Investment Manager for each of AMG Managers Emerging Opportunities Fund (formerly Managers Micro-Cap Fund), AMG Frontier Small Cap Growth Fund (formerly Managers Frontier Small Cap Growth Fund), AMG TimesSquare All Cap Growth Fund (formerly Managers AMG TSCM Growth Equity Fund) and AMG Managers Real Estate Securities Fund (formerly Managers Real Estate Securities Fund) (each a “Fund”) and the Subadvisory Agreement for each of the Subadvisors. The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management and Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and each Subadvisor, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (each a “Peer Group”), performance information for relevant benchmark indices (each a “Fund Benchmark”) and, with respect to each Subadvisor, comparative performance information for an appropriate peer group of managed accounts, and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 19-20, 2014, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisors under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement and the Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.

NATURE, EXTENT AND QUALITY OF SERVICES.

In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of the Investment Manager’s duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties. In the course of their deliberations regarding the Investment Management Agreement, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadvisors; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising each Subadvisor, the Investment Manager: performs periodic detailed analysis and reviews of the performance by each Subadvisor of its obligations to a Fund, including without limitation a review of each Subadvisor’s investment performance in respect of a Fund; prepares and presents periodic reports to the Board regarding the investment performance of each Subadvisor and other information regarding each Subadvisor, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of each Subadvisor responsible for performing the Subadvisor’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management

of each Subadvisor and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of each Subadvisor; assists the Board and management of the Trust in developing and reviewing information with respect to the annual consideration of each Subadvisory Agreement; prepares recommendations with respect to the continued retention of any Subadvisor or the replacement of any Subadvisor; identifies potential successors to or replacements of any Subadvisor or potential additional subadvisors, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadvisor; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. With respect to AMG Frontier Small Cap Growth Fund and AMG TimesSquare All Cap Growth Fund, the Trustees noted the affiliation of each Subadvisor with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.

The Trustees also reviewed information relating to each Subadvisor’s operations and personnel and the investment philosophy, strategies and techniques (for each Subadvisor, its “Investment Strategy”) used in managing a Fund or the portion of a Fund for which the Subadvisor has portfolio management responsibility. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding each Subadvisor’s organizational and management structure and each Subadvisor’s brokerage policies and

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

practices. The Trustees considered specific information provided regarding the experience of the individual(s) at each Subadvisor with portfolio management responsibility for a Fund or the portion of a Fund managed by the Subadvisor, including the information set forth in the Fund’s prospectus and statement of additional information. With respect to AMG Managers Emerging Opportunities Fund, which is managed with multiple Subadvisors, the Trustees also noted information provided by the Investment Manager regarding the manner in which each Subadvisor’s Investment Strategy complements those utilized by the Fund’s other Subadvisors. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by each Subadvisor in the past; (b) the qualifications and experience of the Subadvisor’s personnel; and (c) the Subadvisor’s compliance program. The Trustees also took into account the financial condition of each Subadvisor with respect to its ability to provide the services required under its Subadvisory Agreement. The Trustees also considered each Subadvisor’s risk management processes.

PERFORMANCE.

As noted above, the Board considered each Fund’s net performance during relevant time periods as compared to each Fund’s Peer Group and Fund Benchmark and considered each Subadvisor’s performance as compared to an appropriate peer group of managed accounts and also considered the gross performance of the Fund or the portion of the Fund managed by each Subadvisor as compared to the Subadvisor’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about each Fund’s performance results, portfolio composition and Investment Strategies, including with respect to AMG Managers Emerging Opportunities Fund, the portion of the Fund managed by each Subadvisor. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Subadvisor. The Board also noted each Subadvisor’s performance record with respect to AMG Managers Emerging Opportunities

Fund. The Board was mindful of the Investment Manager’s attention to monitoring each Subadvisor’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.

ADVISORY AND SUBADVISORY FEES AND PROFITABILITY.

In considering the reasonableness of the advisory fee charged by the Investment Manager for managing each Fund, the Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadvisor(s) and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a “manager-of-managers” complex of mutual funds. With respect to AMG Managers Emerging Opportunities Fund, AMG TimesSquare All Cap Growth Fund and AMG Managers Real Estate Securities Fund, the Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to each Fund. With respect to AMG Frontier Small Cap Growth Fund, the Trustees noted that the Investment Manager pays the Subadvisor a subadvisory fee that is equal to the advisory fee that it receives from the Fund. The Trustees also noted any payments that were made from Frontier Capital Management Company, LLC (“Frontier”) and TimesSquare Capital Management, LLC (“TimesSquare”) to the Investment Manager. The Trustees concluded that, in light of the additional high quality supervisory services provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by each Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain contractual expense limitations for the Funds.

In considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the

Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds family, the cost of providing such services and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also noted the current asset levels of each Fund and the willingness of the Investment Manager to waive fees and pay expenses for all of the Funds from time to time as a means of limiting total expenses. The Trustees also considered management’s discussion of the current asset levels of the Funds, and considered the impact on profitability of the current asset levels and any future growth of assets of the Funds. The Board took into account management’s discussion of the current advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising each Subadvisor. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Funds operate in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for any Fund at this time. With respect to economies of scale, the Trustees also noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.

SUBADVISORY FEES AND PROFITABILITY

In considering the reasonableness of the fee payable by the Investment Manager to each Subadvisor (other than Frontier and TimesSquare, which are affiliates of the Investment Manager), the Trustees relied on the ability of the Investment Manager to negotiate the terms of the Subadvisory Agreement at arm’s length as part of the

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

manager-of-managers structure, noting that the Subadvisor (other than Frontier and TimesSquare) is not affiliated with the Investment Manager. In addition, the Trustees considered other potential benefits of the subadvisory relationship to a Subadvisor, including, among others, the indirect benefits that the Subadvisor may receive from the Subadvisor’s relationship with a Fund, including any so-called “fallout benefits” to the Subadvisor, such as reputational value derived from the Subadvisor serving as Subadvisor to the Fund. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. As a consequence of all of the foregoing, the cost of services to be provided by each unaffiliated Subadvisor and the profitability to the Subadvisor of its relationship with a Fund were not material factors in the Trustees’ deliberations. For similar reasons, the Trustees did not consider potential economies of scale in the management of a Fund or the portion of a Fund managed by each unaffiliated Subadvisor to be a material factor in their deliberations at this time.

In considering the reasonableness of the fees payable by the Investment Manager to each of Frontier and TimesSquare, the Trustees noted that each of Frontier and TimesSquare is an affiliate of the Investment Manager and reviewed information regarding the cost to Frontier and TimesSquare, respectively, of providing subadvisory services to a Fund and the resulting profitability from such relationship and noted that, because each of Frontier and TimesSquare is an affiliate of the Investment Manager, such profitability might be directly or indirectly shared by the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the current subadvisory fee structure, and the services each of Frontier and TimesSquare provides in performing its functions under the applicable Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the profitability to each of Frontier and TimesSquare is reasonable and that neither Frontier nor TimesSquare is realizing material benefits from economies of scale that would warrant adjustments to the subadvisory fees at this time. Also with respect to economies of

scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.

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

AMG MANAGERS EMERGING OPPORTUNITIES FUND

FUND PERFORMANCE.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Service Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2014 was above the median performance of the Peer Group and above the performance of the Fund Benchmark, the Russell Microcap^® Index. The Trustees took into account management’s discussion of the Fund’s performance. The Trustees also took into account the fact that the Fund ranked in the top quintile relative to the Peer Group for the 1-year and 3-year periods and noted the Fund’s favorable 5-year track record as a multi-manager, multi-style Fund. The Trustees concluded that the Fund’s performance has been satisfactory.

ADVISORY FEES.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2014 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2015, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.18%. The Trustees also noted that the Investment Manager had reduced the Fund’s expense limitation in previous years. The Trustees took into account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds. The Trustees concluded that, in light

of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisors, the foregoing expense limitation and the considerations noted above with respect to the Subadvisors and the Investment Manager, the Fund’s advisory and subadvisory fees are reasonable.

AMG FRONTIER SMALL CAP GROWTH FUND

FUND PERFORMANCE.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Service Class shares for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2014 was above, below, below and above, respectively, the median performance of the Peer Group and above, below, below and above, respectively, the performance of the Fund Benchmark, the Russell 2000^® Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including the fact that the Fund’s performance has ranked in the top quintile for the 1-year period. The Trustees noted the impact of the Fund’s underperformance from 2011 to 2013 on the Fund’s intermediate-term performance. The Trustees concluded that the Fund’s overall performance has been satisfactory in light of all factors considered.

ADVISORY FEES.

The Trustees noted that the Fund’s advisory fee and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2014 were higher and lower, respectively, than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2015, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.05%. The Board also took into account management’s discussion of the Fund’s expenses and the current size of the Fund. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory and subadvisory fees are reasonable.

Annual Renewal of Investment Management and Subadvisory Agreements (continued)

AMG TIMESSQUARE ALL CAP GROWTH FUND

FUND PERFORMANCE.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Service Class shares for the 1-year and 3-year periods ended March 31, 2014 and the period from the Fund’s inception on July 30, 2010 through March 31, 2014 was below the median performance of the Peer Group and below the performance of the Fund Benchmark, the Russell 3000^® Growth Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s more recent underperformance. The Trustees also noted that the Fund’s 3-year and since inception performance was impacted by underperformance in 2011. The Trustees concluded that the Fund’s performance is being addressed.

ADVISORY FEES.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2014 were higher and lower, respectively, than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2015, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.79%. The Board took into account management’s discussion of the Fund’s expenses and the current size of the Fund. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor (which is an affiliate of the Investment Manager), the foregoing expense limitation and the

considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory and subadvisory fees are reasonable.

AMG MANAGERS REAL ESTATE SECURITIES FUND

FUND PERFORMANCE.

Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2014 was above the median performance of the Peer Group and above, below, below and above, respectively, the performance of the Fund Benchmark, the Dow Jones U.S. Select REIT Index. The Trustees took into account management’s discussion of the Fund’s performance, including the Fund’s recent strong performance compared to the Fund Benchmark and the Peer Group. The Trustees also noted that the Fund ranked in the top quintile relative to its Peer Group for the 1-year, 5-year and 10-year periods. The Trustees concluded that the Fund’s overall performance has been satisfactory.

ADVISORY FEES.

The Trustees noted that the Fund’s advisory fees (which include both the advisory and administration fee) and total expenses (net of applicable expense waivers/reimbursements) as of March 31, 2014 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 31, 2015, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.24% and noted that the Fund was operating below its expense cap as of March 31, 2014. The Trustees also noted that the Investment Manager reduced the Fund’s expense limitation from 1.29% to 1.24% in 2012. The Trustees also took into

account management’s discussion of the Fund’s expenses and competitiveness with comparably sized funds. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadvisor, the foregoing expense limitation and the considerations noted above with respect to the Subadvisor and the Investment Manager, the Fund’s advisory and subadvisory fees are reasonable.

* * * *

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

THIS PAGE INTENTIONALLY LEFT BLANK

LOGO

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, RI 02940-8047

(800) 358-7668

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

LOGO

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 Mid Cap 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

Item 2.

CODE OF ETHICS

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

Item 3.

AUDIT COMMITTEE FINANCIAL EXPERT

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

Item 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a)	Audit Fees

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


	Fiscal 2014		Fiscal 2013
AMG FQ Tax-Managed U.S. Equity Fund	$	22,031	$	14,074
AMG FQ U.S. Equity Fund	$	21,503	$	15,711
AMG FQ Global Alternatives Fund	$	18,329	$	17,231
AMG FQ Global Risk-Balanced Fund	$	25,516	$	16,548
AMG Frontier Small Cap Growth Fund	$	22,095	$	15,572
AMG Managers Emerging Opportunities Fund	$	22,662	$	17,213
AMG Managers Real Estate Securities Fund	$	33,045	$	13,082
AMG Managers Total Return Bond Fund	$	103,620	$	85,588
AMG TimesSquare All Cap Growth Fund	$	25,058	$	15,071

(b)	Audit-Related Fees

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

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

(c)	Tax Fees

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


	Fiscal 2014		Fiscal 2013
AMG FQ Tax-Managed U.S. Equity Fund	$	6,985	$	7,000
AMG FQ U.S. Equity Fund	$	8,045	$	8,000
AMG FQ Global Alternatives Fund	$	10,720	$	10,000
AMG FQ Global Risk-Balanced Fund	$	10,720	$	10,000
AMG Frontier Small Cap Growth Fund	$	6,885	$	7,000
AMG Managers Emerging Opportunities Fund	$	8,045	$	8,000
AMG Managers Real Estate Securities Fund	$	8,960	$	9,000
AMG Managers Total Return Bond Fund	$	10,970	$	10,000
AMG TimesSquare All Cap Growth Fund	$	6,985	$	7,000

For the Funds’ two most recent fiscal years, Tax Fees billed by PwC for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Funds were $0 for fiscal 2014 and $0 for fiscal 2013, respectively.

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

(d)	All Other Fees

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

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

(e)(2) None.

(f)	Not applicable.

(g) The aggregate fees billed by PwC in 2014 and 2013 for non-audit services rendered to the Funds and Fund Service Providers were $126,315 and $140,350, respectively. For the fiscal year ended October 31, 2014, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $48,000 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds. For the fiscal year ended October 31, 2013, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $64,350 in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Funds.

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

Item 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

Item 6.

SCHEDULE OF INVESTMENTS

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

Item 7.

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

Not applicable.

Item 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 9.

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

Not applicable.

Item 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 11.

CONTROLS AND PROCEDURES

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

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

Item 12. EXHIBITS


(a)(1)		Any Code of Ethics or amendments hereto. Filed herewith.

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

(a)(3)		Not applicable.

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

SIGNATURES

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


AMG Funds I

By:		/s/ Jeffrey T. Cerutti
		Jeffrey T. Cerutti, Chief Operating Officer

Date: January 7, 2015

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, Chief Operating Officer

Date: January 7, 2015


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

Date: January 7, 2015

AMG Funds I N-CSRCertified annual shareholder report (management investment company)