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)
600 Steamboat Road, Suite 300,
Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip code)
AMG Funds LLC
600 Steamboat Road, Suite 300,
Greenwich, Connecticut 06830
(Name and address of agent for service)
Registrant’s telephone number, including area code: (203) 299-3500
Date of fiscal year end: OCTOBER 31
Date of reporting period: NOVEMBER 1, 2016 – OCTOBER 31, 2017
(Annual Shareholder Report)
Item 1. Reports to Shareholders
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| | ANNUAL REPORT |
AMG Funds
October 31, 2017
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AMG FQ Tax-Managed U.S. Equity Fund
Class N: MFQAX | Class I: MFQTX
AMG FQ Long-Short Equity Fund
(formerly AMG FQ U.S. Equity Fund)
Class N: FQUAX | Class I: MEQFX
AMG FQ Global Risk-Balanced Fund
Class N: MMAVX | Class I: MMASX | Class Z: MMAFX
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amgfunds.com | | | 103117 AR014 |
AMG Funds
Annual Report—October 31, 2017
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TABLE OF CONTENTS | | PAGE | |
LETTER TO SHAREHOLDERS | | | 2 | |
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ABOUT YOUR FUND’S EXPENSES | | | 3 | |
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PORTFOLIO MANAGER’S COMMENTS, FUND SNAPSHOTS AND SCHEDULES OF PORTFOLIO INVESTMENTS | | | | |
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AMG FQ Tax-Managed U.S. Equity Fund | | | 4 | |
AMG FQ Long-Short Equity Fund | | | 11 | |
AMG FQ Global Risk-Balanced Fund | | | 22 | |
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FINANCIAL STATEMENTS | | | | |
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Statement of Assets and Liabilities | | | 29 | |
Balance sheets, net asset value (NAV) per share computations and cumulative undistributed amounts | | | | |
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Statement of Operations | | | 31 | |
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal year | | | | |
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Statements of Changes in Net Assets | | | 32 | |
Detail of changes in assets for the past two fiscal years | | | | |
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Financial Highlights | | | 33 | |
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets | | | | |
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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 | | | | |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | 49 | |
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TRUSTEES AND OFFICERS | | | 50 | |
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ANNUAL RENEWAL OF INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS | | | 53 | |
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.
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| | Letter to Shareholders |
DEAR SHAREHOLDER:
The last 12 months was a strong period for equity markets as the health of the global economy improved amid an environment of low volatility and higher returns. The S&P 500® Index, a widely followed barometer of the U.S. equity market, returned 23.63% during the fiscal year ended October 31, 2017. Small cap stocks performed even better with a 27.85% return for the small cap Russell 2000® Index.
Following the surprising U.S. presidential election results last November, interest rates spiked and pro-cyclical sectors rallied, especially financials, as the new administration’s plans for tax reform and increased fiscal spending drove a reflationary theme of stronger future economic growth. Equity market volatility fell to historic lows during the year while major indexes notched record highs. The rally in pro-cyclicals ebbed and flowed at times as investors assessed the Trump administration’s ability to enact pro-growth tax reform and infrastructure spending. Later in the year, elevated geopolitical tensions from saber-rattling in North Korea and devastation from three major hurricanes did not disrupt the equity bull market. In September, the S&P 500 Index marked eight straight quarters of positive returns and has not seen a pullback greater than 5% since the summer of 2016.
In total, all but one sector of the S&P 500 Index was positive during the last 12 months; however, there was significant dispersion in performance across sectors. Information technology and financials stocks led the Index with returns of 38.99% and 37.06%, respectively, while companies within the energy and telecommunication services sectors were the laggards with returns of 2.60% and -1.37%, respectively. International stock performance significantly improved from the prior year with a return of 23.64%, as measured by the MSCI All Country World ex-USA Index. The U.S. Dollar weakened during the year, providing a boost for international investments in Dollar terms. Additionally, emerging markets equities outperformed developed markets, as the MSCI Emerging Markets Index returned 26.45% for the year, compared with a 23.44% return for the developed market MSCI EAFE Index.
The U.S. bond market produced slightly positive returns for the year, as measured by the 0.90% return for the Bloomberg Barclays U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance. Interest rates spiked following the presidential election leading to price declines for most bonds. Returns improved as interest rates generally fell through the spring and summer. Overall, 10-year U.S. Treasury Notes rose
54 basis points during the year to end at a yield of 2.38%. The U.S. Federal Reserve (the Fed) continued to normalize interest rates by hiking the federal funds rate three times and signaled further tightening in the future through benchmark interest rate increases and the gradual reduction of its massive balance sheet. Bond investors willing to accept more credit risk were rewarded with higher returns as high yield bonds performed strongly and credit spreads tightened. The Bloomberg Barclays U.S. Corporate High Yield Index ended the period with an 8.92% return.
AMG Funds appreciates the privilege of providing investment tools to you and your clients. Our foremost goal is to provide investment solutions that help our shareholders successfully reach their long-term investment goals. By partnering with AMG’s affiliated investment boutiques, AMG Funds provides access to a distinctive array of actively managed return-oriented investment strategies. Additionally, we oversee and distribute a number of complementary open-architecture 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,
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Jeffery Cerutti
President
AMG Funds
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| | | | Periods ended October 31, 2017* | |
Average Annual Total Returns | | 1 Year | | | 3 Years | | | 5 Years | |
Stocks: | | | | | | | | | | | | | | |
Large Caps | | (S&P 500 Index) | | | 23.63 | % | | | 10.77 | % | | | 15.18 | % |
Small Caps | | (Russell 2000® Index) | | | 27.85 | % | | | 10.12 | % | | | 14.49 | % |
International | | (MSCI All Country World ex-USA Index) | | | 23.64 | % | | | 5.71 | % | | | 7.29 | % |
Bonds: | | | | | | | | | | | | | | |
Investment Grade | | (Bloomberg Barclays U.S. Aggregate Bond Index) | | | 0.90 | % | | | 2.40 | % | | | 2.04 | % |
High Yield | | (Bloomberg Barclays U.S. Corporate High Yield Index) | | | 8.92 | % | | | 5.56 | % | | | 6.27 | % |
Tax-exempt | | (Bloomberg Barclays U.S. Municipal Bond Index) | | | 2.19 | % | | | 3.04 | % | | | 3.00 | % |
Treasury Bills | | (ICE BofA Merrill Lynch 6-Month U.S. Treasury Bill Index) | | | 0.84 | % | | | 0.56 | % | | | 0.40 | % |
* | Source: Factset. Past performance is no guarantee of future results. |
2
About Your Fund’s Expenses
As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.
ACTUAL EXPENSES
The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During 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.
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| | Expense | | | Beginning | | | Ending | | | Expenses | |
| | Ratio for | | | Account Value | | | Account Value | | | Paid During | |
Six Months Ended October 31, 2017 | | the Period | | | 05/01/17 | | | 10/31/17 | | | the Period* | |
AMG FQ Tax-Managed U.S. Equity Fund | | | | | | | | | | | | | | | | |
Based on Actual Fund Return | | | | | | | | | | | | | | | | |
Class N | | | 1.14 | % | | $ | 1,000 | | | $ | 1,084 | | | $ | 5.99 | |
Class I | | | .89 | % | | $ | 1,000 | | | $ | 1,086 | | | $ | 4.68 | |
Based on Hypothetical 5% Annual Return | | | | | | | | | | | | | | | | |
Class N | | | 1.14 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 5.80 | |
Class I | | | .89 | % | | $ | 1,000 | | | $ | 1,021 | | | $ | 4.53 | |
AMG FQ Long-Short Equity Fund** | | | | | | | | | | | | | | | | |
Based on Actual Fund Return | | | | | | | | | | | | | | | | |
Class N | | | 1.19 | % | | $ | 1,000 | | | $ | 1,054 | | | $ | 6.16 | |
Class I | | | .72 | % | | $ | 1,000 | | | $ | 1,057 | | | $ | 3.73 | |
Based on Hypothetical 5% Annual Return | | | | | | | | | | | | | | | | |
Class N | | | 1.19 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 6.06 | |
Class I | | | .72 | % | | $ | 1,000 | | | $ | 1,022 | | | $ | 3.67 | |
AMG FQ Global Risk-Balanced Fund | | | | | | | | | | | | | | | | |
Based on Actual Fund Return | | | | | | | | | | | | | | | | |
Class N | | | 1.29 | % | | $ | 1,000 | | | $ | 1,066 | | | $ | 6.72 | |
Class I | | | .89 | % | | $ | 1,000 | | | $ | 1,068 | | | $ | 4.64 | |
Class Z | | | .89 | % | | $ | 1,000 | | | $ | 1,068 | | | $ | 4.64 | |
Based on Hypothetical 5% Annual Return | | | | | | | | | | | | | | | | |
Class N | | | 1.29 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 6.56 | |
Class I | | | .89 | % | | $ | 1,000 | | | $ | 1,021 | | | $ | 4.53 | |
Class Z | | | .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. |
** | Excludes interest expense and dividends on short positions. If included, your annualized expense ratios would be 1.31% and 0.84% for Class N and Class I, respectively, and your actual and hypothetical expenses paid during the period would be $6.78 and $6.67, and $4.36 and $4.28 for Class N and Class I, respectively. |
3
AMG FQ Tax-Managed U.S. Equity Fund
Portfolio Manager’s Comments (unaudited)
For the fiscal year ended October 31, 2017, the AMG FQ Tax-Managed U.S. Equity Fund (the “Fund”) Class I Shares returned 24.57%, compared to 23.98% for its benchmark, the Russell 3000® Index.
The U.S. equity market appreciated strongly in the 12 months to October 31, 2017. This period encompassed a U.S. presidential election and healthy earnings growth. Low interest rates continued to support the market.
The strongest sectors in the period were industrials and technology. Oil & gas was the only sector with a negative return. Large capitalization stocks outperformed small company stocks and growth outperformed value.
PERFORMANCE REVIEW
The Fund modestly outperformed the benchmark during the fiscal year. The
main positive contribution was from the common risk factors within our quantitative models, with a smaller positive contribution from the Fund’s industry positions. The stock specific component made a negative contribution during the period.
With respect to risk factors, the largest positive contributions were from stocks with relatively low price/earnings ratio, lower than average earnings variability, below average dividend yield and above average price momentum. The main negative contribution was from stocks with above average price volatility.
With respect to industries, the largest positive contributions were from underweights to soaps & toiletries and oil extraction, and an overweight to machinery. The main negative contributions were from underweights to
major banks and autos and trucks and an overweight to airlines.
POSITIONING
The Fund’s size signal has a lower exposure to small stocks, driven by movements in the high yield bond spread and term premium. The volatility timing signal has a modest overweight to low volatility stocks. The Fund’s value/growth signal is close to neutral. Finally, the momentum timing signal favors a small overweight toward momentum. Market risk has been contained, and market returns have been supportive.
This commentary reflects the viewpoints of the portfolio manager, First Quadrant, L.P., as of October 31, 2017 and is not intended as a forecast or guarantee of future results, and is subject to change without notice.
4
AMG FQ Tax-Managed U.S. Equity Fund
Portfolio Manager’s Comments (continued)
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 dividends and distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the Fund’s Class I shares on October 31, 2007 to a $10,000 investment made in the Russell 3000® 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.
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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, 2017.
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| | One | | | Five | | | Ten | |
Average Annual Total Returns1 | | Year | | | Year | | | Year | |
AMG FQ Tax-Managed U.S. Equity Fund2,3,4,5 | | | | | | | | | | | | |
Class N | | | 24.27 | % | | | 14.64 | % | | | 6.33 | % |
Class I | | | 24.57 | % | | | 14.93 | % | | | 6.55 | % |
Russell 3000® Index6 | | | 23.98 | % | | | 15.12 | % | | | 7.61 | % |
Return After Taxes on Distributions7 | | | | | | | | | | | | |
Class N | | | 24.00 | % | | | 14.52 | % | | | 6.24 | % |
Class I | | | 24.22 | % | | | 14.76 | % | | | 6.42 | % |
Returns After Taxes on Distributions & Sale of Fund Shares7 | | | | | | | | | | | | |
Class N | | | 13.91 | % | | | 11.78 | % | | | 5.09 | % |
Class I | | | 14.13 | % | | | 12.02 | % | | | 5.26 | % |
The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.
Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.835.3879 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.
Distributed by AMG Distributors, Inc., member FINRA/SIPC.
1 | Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2017. All returns are in U.S. dollars ($). |
2 | From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns. |
3 | The Fund invests in large-cap companies that may underperform other stock funds (such as funds that focus on small- and medium-capitalization companies) when stocks of large-cap companies are out of favor. |
4 | Although the Fund is managed to minimize taxable distributions, it may not be able to avoid taxable distributions. |
5 | The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses. |
6 | The Russell 3000® Index is composed of the 3,000 largest U.S. companies as measured by market capitalization, and represents about 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. |
7 | 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 the London Stock Exchange Group companies.
Not FDIC insured, nor bank guaranteed. May lose value.
5
AMG FQ Tax-Managed U.S. Equity Fund
Fund Snapshots (unaudited)
October 31, 2017
PORTFOLIO BREAKDOWN
| | | | |
Sector | | % of Net Assets | |
Information Technology | | | 24.9 | |
Financials | | | 15.4 | |
Health Care | | | 13.1 | |
Industrials | | | 12.6 | |
Consumer Discretionary | | | 11.8 | |
Consumer Staples | | | 7.0 | |
Energy | | | 5.3 | |
Materials | | | 3.3 | |
Telecommunication Services | | | 1.9 | |
Utilities | | | 1.7 | |
Real Estate | | | 1.1 | |
Other Assets Less Liabilities | | | 1.9 | |
TOP TEN HOLDINGS
| | | | |
Security Name | | % of Net Assets | |
Apple, Inc. | | | 3.4 | |
Visa, Inc., Class A | | | 3.0 | |
Mastercard, Inc., Class A | | | 2.8 | |
Berkshire Hathaway, Inc., Class B | | | 2.6 | |
Microsoft Corp. | | | 2.6 | |
UnitedHealth Group, Inc. | | | 2.4 | |
BWX Technologies, Inc. | | | 2.2 | |
Huntington Ingalls Industries, Inc. | | | 1.9 | |
Brown & Brown, Inc. | | | 1.8 | |
Tyson Foods, Inc., Class A | | | 1.7 | |
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Top Ten as a Group | | | 24.4 | |
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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.
6
AMG FQ Tax-Managed U.S. Equity Fund
Schedule of Portfolio Investments
October 31, 2017
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks - 98.1% | | | | | | | | |
Consumer Discretionary - 11.8% | | | | | | | | |
1-800-Flowers.com, Inc., Class A* | | | 17,600 | | | $ | 165,440 | |
Amazon.com, Inc.* | | | 1,074 | | | | 1,187,071 | |
Best Buy Co., Inc. | | | 2,515 | | | | 140,790 | |
Cambium Learning Group, Inc.* | | | 15,810 | | | | 96,757 | |
Comcast Corp., Class A | | | 3,542 | | | | 127,618 | |
Crocs, Inc.* | | | 75,023 | | | | 765,234 | |
Extended Stay America, Inc. (Units) | | | 37,315 | | | | 739,583 | |
Francesca’s Holdings Corp.* | | | 15,955 | | | | 103,229 | |
Graham Holdings Co., Class B | | | 662 | | | | 368,370 | |
Hibbett Sports, Inc.*,1 | | | 28,846 | | | | 369,229 | |
The Home Depot, Inc. | | | 1,129 | | | | 187,165 | |
International Speedway Corp., Class A | | | 5,124 | | | | 199,067 | |
Johnson Outdoors, Inc., Class A | | | 2,651 | | | | 199,382 | |
K12, Inc.* | | | 1,019 | | | | 16,528 | |
Kirkland’s, Inc.* | | | 7,831 | | | | 91,623 | |
Liberty Media Corp-Liberty SiriusXM* | | | 19,069 | | | | 795,368 | |
Lowe’s Cos, Inc. | | | 6,998 | | | | 559,490 | |
MCBC Holdings, Inc.* | | | 24,561 | | | | 561,710 | |
The Michaels Cos., Inc.*,1 | | | 855 | | | | 16,604 | |
Netflix, Inc.* | | | 1,041 | | | | 204,484 | |
Office Depot, Inc. | | | 75,551 | | | | 234,208 | |
Speedway Motorsports, Inc. | | | 9,785 | | | | 195,211 | |
Standard Motor Products, Inc. | | | 3,900 | | | | 170,313 | |
Taylor Morrison Home Corp., Class A* | | | 36,412 | | | | 879,350 | |
Tenneco, Inc. | | | 1,765 | | | | 102,564 | |
The Walt Disney Co. | | | 685 | | | | 67,000 | |
Total Consumer Discretionary | | | | | | | 8,543,388 | |
Consumer Staples - 7.0% | | | | | | | | |
Central Garden & Pet Co.*,1 | | | 8,781 | | | | 335,259 | |
Central Garden & Pet Co., Class A* | | | 11,889 | | | | 438,823 | |
The Coca-Cola Co. | | | 2,613 | | | | 120,146 | |
Medifast, Inc. | | | 9,924 | | | | 619,258 | |
National Beverage Corp.1 | | | 6,098 | | | | 596,994 | |
PepsiCo, Inc. | | | 950 | | | | 104,718 | |
Philip Morris International, Inc. | | | 783 | | | | 81,933 | |
The Procter & Gamble Co. | | | 3,153 | | | | 272,230 | |
Seaboard Corp. | | | 77 | | | | 338,809 | |
Tyson Foods, Inc., Class A | | | 16,596 | | | | 1,210,014 | |
United Natural Foods, Inc.* | | | 223 | | | | 8,646 | |
US Foods Holding Corp.* | | | 23,659 | | | | 645,418 | |
USANA Health Sciences, Inc.* | | | 4,059 | | | | 266,676 | |
| | | | | | | | |
| | Shares | | | Value | |
Village Super Market, Inc., Class A | | | 1,374 | | | $ | 32,962 | |
Total Consumer Staples | | | | | | | 5,071,886 | |
Energy - 5.3% | | | | | | | | |
Abraxas Petroleum Corp.* | | | 93,591 | | | | 199,349 | |
Cabot Oil & Gas Corp. | | | 20,091 | | | | 556,521 | |
Chevron Corp. | | | 1,910 | | | | 221,350 | |
Devon Energy Corp. | | | 3,780 | | | | 139,482 | |
Evolution Petroleum Corp. | | | 13,789 | | | | 102,038 | |
Exterran Corp.* | | | 2,981 | | | | 96,197 | |
Exxon Mobil Corp. | | | 6,992 | | | | 582,783 | |
Marathon Petroleum Corp. | | | 9,400 | | | | 561,556 | |
Pacific Ethanol, Inc.* | | | 13,335 | | | | 64,008 | |
Phillips 66 | | | 4,600 | | | | 418,968 | |
Renewable Energy Group, Inc.* | | | 16,184 | | | | 195,826 | |
Valero Energy Corp. | | | 5,800 | | | | 457,562 | |
W&T Offshore, Inc.* | | | 52,968 | | | | 165,790 | |
Willbros Group, Inc.* | | | 22,797 | | | | 69,759 | |
Total Energy | | | | | | | 3,831,189 | |
Financials - 15.4% | | | | | | | | |
Arch Capital Group, Ltd. (Bermuda)* | | | 11,700 | | | | 1,165,788 | |
Bank of America Corp. | | | 12,444 | | | | 340,841 | |
BankFinancial Corp. | | | 9,003 | | | | 142,608 | |
Berkshire Hathaway, Inc., Class B* | | | 10,287 | | | | 1,923,052 | |
Brown & Brown, Inc. | | | 25,500 | | | | 1,270,920 | |
Canadian Imperial Bank of Commerce (Canada) | | | 1,823 | | | | 160,515 | |
Capital City Bank Group, Inc. | | | 3,853 | | | | 95,015 | |
Central Valley Community Bancorp | | | 2,657 | | | | 53,671 | |
Cherry Hill Mortgage Investment Corp., REIT | | | 3,477 | | | | 63,316 | |
Citigroup, Inc. | | | 4,100 | | | | 301,350 | |
CNA Financial Corp. | | | 17,972 | | | | 972,824 | |
Discover Financial Services | | | 6,597 | | | | 438,898 | |
Dynex Capital, Inc., REIT | | | 64,282 | | | | 449,974 | |
Employers Holdings, Inc. | | | 11,883 | | | | 566,819 | |
Enterprise Financial Services Corp. | | | 2,000 | | | | 87,200 | |
Erie Indemnity Co., Class A | | | 2,000 | | | | 241,600 | |
Everest Re Group, Ltd. (Bermuda) | | | 2,200 | | | | 522,390 | |
First Defiance Financial Corp. | | | 1,481 | | | | 80,270 | |
First Financial Corp. | | | 525 | | | | 24,938 | |
First Hawaiian, Inc. | | | 11,060 | | | | 323,394 | |
First Interstate BancSystem, Inc., Class A | | | 4,099 | | | | 161,091 | |
GAMCO Investors, Inc., Class A | | | 4,750 | | | | 137,560 | |
HomeTrust Bancshares, Inc.* | | | 1,014 | | | | 26,618 | |
Houlihan Lokey, Inc. | | | 764 | | | | 31,805 | |
The accompanying notes are an integral part of these financial statements.
7
AMG FQ Tax-Managed U.S. Equity Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Financials - 15.4% (continued) | | | | | | | | |
Independent Bank Corp. | | | 1,999 | | | $ | 44,978 | |
JPMorgan Chase & Co. | | | 6,852 | | | | 689,380 | |
National Western Life Group, Inc., Class A | | | 103 | | | | 36,831 | |
Sierra Bancorp | | | 3,100 | | | | 82,026 | |
SunTrust Banks, Inc. | | | 3,197 | | | | 192,491 | |
Timberland Bancorp, Inc. | | | 7,254 | | | | 219,869 | |
Wells Fargo & Co. | | | 5,558 | | | | 312,026 | |
Total Financials | | | | | | | 11,160,058 | |
Health Care - 13.1% | | | | | | | | |
Agilent Technologies, Inc. | | | 1,239 | | | | 84,289 | |
Amgen, Inc. | | | 6,296 | | | | 1,103,185 | |
AngioDynamics, Inc.* | | | 5,317 | | | | 90,229 | |
Anika Therapeutics, Inc.*,1 | | | 9,000 | | | | 491,670 | |
Atrion Corp. | | | 251 | | | | 165,070 | |
Biogen, Inc.* | | | 1,735 | | | | 540,730 | |
Bioverativ, Inc.* | | | 867 | | | | 48,986 | |
Cantel Medical Corp. | | | 2,899 | | | | 284,334 | |
Cardiovascular Systems, Inc.* | | | 659 | | | | 15,862 | |
Catalent, Inc.* | | | 7,139 | | | | 304,050 | |
Centene Corp.* | | | 10,956 | | | | 1,026,249 | |
Charles River Laboratories International, Inc.* | | | 5,950 | | | | 691,925 | |
CR Bard, Inc. | | | 100 | | | | 32,707 | |
Durect Corp.* | | | 29,843 | | | | 23,794 | |
IDEXX Laboratories, Inc.* | | | 353 | | | | 58,658 | |
Johnson & Johnson | | | 4,714 | | | | 657,179 | |
McKesson Corp. | | | 1,199 | | | | 165,318 | |
Merck & Co., Inc. | | | 1,926 | | | | 106,103 | |
OraSure Technologies, Inc.* | | | 9,021 | | | | 178,165 | |
PDL BioPharma, Inc.* | | | 27,864 | | | | 82,477 | |
Pfizer, Inc. | | | 5,778 | | | | 202,577 | |
Phibro Animal Health Corp., Class A | | | 19,630 | | | | 739,069 | |
The Providence Service Corp.* | | | 3,547 | | | | 197,213 | |
Quality Systems, Inc.* | | | 3,981 | | | | 56,013 | |
Triple-S Management Corp., Class B | | | | | | | | |
(Puerto Rico)* | | | 760 | | | | 18,248 | |
UnitedHealth Group, Inc. | | | 8,199 | | | | 1,723,594 | |
Vertex Pharmaceuticals, Inc.* | | | 181 | | | | 26,468 | |
WellCare Health Plans, Inc.* | | | 2,003 | | | | 396,073 | |
Total Health Care | | | | | | | 9,510,235 | |
Industrials - 12.6% | | | | | | | | |
Alaska Air Group, Inc. | | | 17,694 | | | | 1,168,335 | |
Allison Transmission Holdings, Inc. | | | 22,735 | | | | 966,010 | |
| | | | | | | | |
| | Shares | | | Value | |
ARC Document Solutions, Inc.* | | | 100,983 | | | $ | 446,345 | |
BWX Technologies, Inc. | | | 27,243 | | | | 1,632,401 | |
Continental Building Products, Inc.* | | | 23,053 | | | | 615,515 | |
Copa Holdings, S.A., Class A (Panama) | | | 550 | | | | 67,754 | |
Delta Air Lines, Inc. | | | 2,728 | | | | 136,482 | |
General Electric Co. | | | 9,224 | | | | 185,956 | |
Harsco Corp.* | | | 5,371 | | | | 114,134 | |
Heritage-Crystal Clean, Inc.* | | | 1,974 | | | | 38,592 | |
Huntington Ingalls Industries, Inc. | | | 5,799 | | | | 1,350,181 | |
ICF International, Inc.* | | | 1,569 | | | | 84,255 | |
Primoris Services Corp. | | | 20,400 | | | | 576,708 | |
RPX Corp.* | | | 40,974 | | | | 533,481 | |
Rush Enterprises, Inc., Class B* | | | 6,529 | | | | 310,715 | |
Southwest Airlines Co. | | | 4,500 | | | | 242,370 | |
SP Plus Corp.* | | | 3,000 | | | | 116,250 | |
TPI Composites, Inc.* | | | 1,903 | | | | 47,670 | |
TriNet Group, Inc.* | | | 4 | | | | 139 | |
UniFirst Corp. | | | 3,000 | | | | 472,500 | |
YRC Worldwide, Inc.* | | | 2,113 | | | | 28,462 | |
Total Industrials | | | | | | | 9,134,255 | |
Information Technology - 24.9% | | | | | | | | |
Alphabet, Inc., Class A* | | | 801 | | | | 827,465 | |
Alphabet, Inc., Class C* | | | 814 | | | | 827,545 | |
Appfolio, Inc., Class A* | | | 2,427 | | | | 111,399 | |
Apple, Inc. | | | 14,618 | | | | 2,471,027 | |
Benchmark Electronics, Inc.* | | | 25,252 | | | | 781,549 | |
Cadence Design Systems, Inc.* | | | 5,144 | | | | 222,015 | |
Care.com, Inc.* | | | 3,364 | | | | 51,705 | |
CDW Corp. | | | 8,540 | | | | 597,800 | |
Cisco Systems, Inc. | | | 2,742 | | | | 93,639 | |
CommerceHub, Inc.* | | | 15,931 | | | | 339,808 | |
CSG Systems International, Inc. | | | 2,698 | | | | 114,233 | |
Diodes, Inc.* | | | 1,265 | | | | 43,440 | |
Extreme Networks, Inc.* | | | 29,675 | | | | 356,100 | |
Facebook, Inc., Class A* | | | 6,327 | | | | 1,139,240 | |
FormFactor, Inc.* | | | 22,502 | | | | 409,536 | |
Intel Corp. | | | 2,795 | | | | 127,144 | |
IXYS Corp.* | | | 6,098 | | | | 150,621 | |
KLA-Tencor Corp. | | | 2,029 | | | | 220,938 | |
Mastercard, Inc., Class A | | | 13,777 | | | | 2,049,604 | |
Microsoft Corp. | | | 22,700 | | | | 1,888,186 | |
MoneyGram International, Inc.* | | | 3,471 | | | | 53,974 | |
The accompanying notes are an integral part of these financial statements.
8
AMG FQ Tax-Managed U.S. Equity Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Information Technology - 24.9% (continued) | | | | | |
NetScout Systems, Inc.* | | | 3,664 | | | $ | 104,058 | |
Oracle Corp. | | | 583 | | | | 29,675 | |
PC Connection, Inc. | | | 794 | | | | 21,438 | |
Progress Software Corp. | | | 26,502 | | | | 1,121,830 | |
QAD, Inc., Class A | | | 9,851 | | | | 364,487 | |
Rudolph Technologies, Inc.* | | | 16,756 | | | | 464,979 | |
salesforce.com, Inc.* | | | 1,696 | | | | 173,569 | |
ServiceNow, Inc.* | | | 326 | | | | 41,197 | |
Tech Data Corp.* | | | 799 | | | | 74,123 | |
TechTarget, Inc.* | | | 4,156 | | | | 51,784 | |
Trimble, Inc.* | | | 5,028 | | | | 205,545 | |
Visa, Inc., Class A | | | 19,864 | | | | 2,184,643 | |
Zix Corp.* | | | 38,333 | | | | 185,915 | |
Zynga, Inc., Class A* | | | 39,005 | | | | 152,119 | |
Total Information Technology | | | | | | | 18,052,330 | |
Materials - 3.3% | | | | | | | | |
AdvanSix, Inc.* | | | 4,109 | | | | 190,123 | |
Boise Cascade Co.* | | | 2,923 | | | | 103,620 | |
Cabot Corp. | | | 2,197 | | | | 133,929 | |
Graphic Packaging Holding Co. | | | 25,299 | | | | 391,882 | |
Louisiana-Pacific Corp.* | | | 649 | | | | 17,640 | |
LyondellBasell Industries NV, Class A | | | 7,700 | | | | 797,181 | |
Tahoe Resources, Inc.1 | | | 29,369 | | | | 140,971 | |
Trecora Resources* | | | 5,400 | | | | 65,610 | |
United States Lime & Minerals, Inc. | | | 2,559 | | | | 232,485 | |
Valhi, Inc. | | | 7,299 | | | | 31,751 | |
Valvoline, Inc. | | | 11,424 | | | | 274,405 | |
Total Materials | | | | | | | 2,379,597 | |
Real Estate - 1.1% | | | | | | | | |
American Homes 4 Rent, Class A, REIT | | | 11,900 | | | | 253,232 | |
American Tower Corp., REIT | | | 481 | | | | 69,105 | |
Columbia Property Trust, Inc., REIT | | | 14,606 | | | | 322,500 | |
Equity Commonwealth, REIT* | | | 2,951 | | | | 88,678 | |
Park Hotels & Resorts, Inc., REIT | | | 3,564 | | | | 102,608 | |
Total Real Estate | | | | | | | 836,123 | |
Telecommunication Services - 1.9% | | | | | | | | |
AT&T, Inc. | | | 10,870 | | | | 365,775 | |
| | | | | | | | |
| | Shares | | | Value | |
Boingo Wireless, Inc.* | | | 12,095 | | | $ | 282,781 | |
United States Cellular Corp.* | | | 16,413 | | | | 600,552 | |
Verizon Communications, Inc. | | | 3,360 | | | | 160,843 | |
Total Telecommunication Services | | | | | | | 1,409,951 | |
Utilities - 1.7% | | | | | | | | |
American Water Works Co., Inc. | | | 4,551 | | | | 399,396 | |
Atlantic Power Corp.* | | | 52,006 | | | | 127,415 | |
Atmos Energy Corp. | | | 602 | | | | 52,518 | |
Hawaiian Electric Industries, Inc. | | | 10,503 | | | | 382,939 | |
Vectren Corp. | | | 4,069 | | | | 277,262 | |
Total Utilities | | | | | | | 1,239,530 | |
Total Common Stocks | | | | | | | | |
(Cost $48,428,567) | | | | | | | 71,168,542 | |
| | Principal Amount | | | | |
Short-Term Investments - 3.1% | | | | | |
Repurchase Agreements - 1.1%2 | | | | | |
Cantor Fitzgerald Securities, Inc., dated 10/31/17, due 11/01/17, 1.080% total to be received $774,206 (collateralized by various U.S. Government Agency Obligations, 0.000% - 10.000%, 12/01/17 - 09/20/67, totaling $789,667) | | $ | 774,183 | | | | 774,183 | |
| | |
| | Shares | | | | |
Other Investment Companies - 2.0% | | | | | | | | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Class Shares, 1.00%3 | | | 1,470,302 | | | | 1,470,302 | |
Total Short-Term Investments (Cost $2,244,485) | | | | | | | 2,244,485 | |
Total Investments - 101.2% (Cost $50,673,052) | | | | 73,413,027 | |
Other Assets, less Liabilities - (1.2)% | | | | (861,113 | ) |
Net Assets - 100.0% | | | | | | $ | 72,551,914 | |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $761,953 or 1.1% of net assets, were out on loan to various brokers. |
2 | Collateral received from brokers for securities lending was invested in these joint repurchase agreements. |
The accompanying notes are an integral part of these financial statements.
9
AMG FQ Tax-Managed U.S. Equity Fund
Schedule of Portfolio Investments (continued)
3 | Yield shown represents the October 31, 2017, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage. |
REIT Real Estate Investment Trust
The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2017:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks† | | $ | 71,168,542 | | | | — | | | | — | | | $ | 71,168,542 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Repurchase Agreements | | | — | | | $ | 774,183 | | | | — | | | | 774,183 | |
Other Investment Companies | | | 1,470,302 | | | | — | | | | — | | | | 1,470,302 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 72,638,844 | | | $ | 774,183 | | | | — | | | $ | 73,413,027 | |
| | | | | | | | | | | | | | | | |
† | All common stocks held in the Fund are Level 1 securities. For a detailed breakout of common stocks by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments. |
As of October 31, 2017, 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.
10
AMG FQ Long-Short Equity Fund
Portfolio Manager’s Comments (unaudited)
OVERVIEW
For the fiscal year ended October 31, 2017, the AMG FQ Long-Short Equity Fund (the “Fund”)1 Class I Shares returned 23.11%, compared to 23.98% for its benchmark, the Russell 3000® Index.
The U.S. equity market appreciated strongly in the 12 months to October 31, 2017. This period encompassed a U.S. presidential election and healthy earnings growth. Low interest rates continued to support the market.
The strongest sectors in the period were industrials and technology. Oil & gas was the only sector with a negative return. Large cap stocks outperformed small company stocks and growth outperformed value.
PERFORMANCE REVIEW
At the end of August, the Fund was modified to include taking short positions in stocks. We anticipate the Fund will have an average beta (sensitivity to market movements) of approximately 0.5 going forward, and that will create some tracking error versus the Russell 3000® Index benchmark.
Under the Fund’s new investment strategy, futures contracts are utilized to either increase or decrease the net market exposure of the Fund. Given the relatively short period of time this was in place, the use of futures contracts did not have a material impact on the Fund’s performance during the fiscal year.
The Fund underperformed the Russell 3000® Index over the 12-month period. In the first 10 months of the period, however, up to the point of conversion to the long-short investment strategy, the Fund outperformed the Russell 3000® Index by approximately 1%. In September and October the Fund underperformed the Russell 3000® (by roughly 1.40%) but outperformed the internal strategy benchmark (Russell 3000® adjusted to a 0.5 beta).
The underperformance in September and October was primarily due to the Fund having a low beta when market returns were positive 4.67%. Security selection was positive, although not enough to overcome the drag from the low beta. Common risk factors, industries and the stock specific component all made positive contributions to returns.
With regard to common risk factors, the largest positive contributions were from stocks that are inexpensive on the basis of price/earnings ratio, stocks with below average market capitalization (in the first 10 months of the period) and stocks with above average price momentum. The largest negative contributions were from stocks with greater than average price volatility and stocks that are inexpensive on the basis of price/book ratio (in the first 10 months of the period).
With respect to industries, the largest positive contributions were from overweight positions in savings & loans and electronics. The position in oil
extraction also made a positive contribution, from being underweight during the first ten months of the period and overweight in the final two months. The main negative contributions were from underweights to regional banks and drugs and an overweight to retail food & drugs.
POSITIONING
The Fund’s size signal has a lower exposure to small stocks, driven by movements in the high yield bond spread and term premium. The volatility timing signal has a modest overweight to low volatility stocks. The Fund’s value/growth signal is close to neutral. Finally, the momentum timing signal favors a small overweight toward momentum. Market risk has been contained, and market returns have been supportive.
1 | Prior to August 31, 2017, the Fund was known as the FQ U.S. Equity and, had different principal investments strategies and risks. |
This commentary reflects the viewpoints of the portfolio manager, First Quadrant, L.P., as of October 31, 2017 and is not intended as a forecast or guarantee of future results, and is subject to change without notice.
11
AMG FQ Long-Short Equity Fund
Portfolio Manager’s Comments (continued)
CUMULATIVE TOTAL RETURN PERFORMANCE
AMG FQ Long-Short Equity 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 Fund’s Class I shares on October 31, 2007 to a $10,000 investment made in the Russell 3000® 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.
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The table below shows the average annual total returns for the AMG FQ Long-Short Equity Fund and the Russell 3000® Index for the same time periods ended October 31, 2017.
| | | | | | | | | | | | |
Average Annual Total Returns1 | | One Year | | | Five Year | | | Ten Year | |
AMG FQ Long-Short Equity Fund2,3,4,5,6,7,8,9,10,11 | | | | | | | | | | | | |
Class N | | | 22.62 | % | | | 12.08 | % | | | 5.43 | % |
Class I | | | 23.11 | % | | | 12.40 | % | | | 5.73 | % |
Russell 3000® Index12 | | | 23.98 | % | | | 15.12 | % | | | 7.61 | % |
The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.
Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.835.3879 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.
Distributed by AMG Distributors, Inc., member FINRA/SIPC.
1 | Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2017. All returns are in U.S. dollars ($). |
2 | From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns. |
3 | The Fund 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. |
4 | The Fund may suffer significant losses on assets that it sells short. Unlike the possible loss on a security that is purchased, there is no limit on the amount of loss on an appreciating security that is sold short. |
5 | In managing the Fund, the Fund’s Subadviser may rely heavily on one or more quantitative models (“Model”) and information and data supplied by third parties (“Data”). When a Model or Data used in managing the Fund contains an error, or is incorrect or incomplete, any investment decision made in reliance on the Model or Data may not produce the desired results and the Fund may realize losses. In addition, any hedging based on a faulty Model or Data may prove to be unsuccessful. |
6 | The use of leverage in a Fund’s strategy, such as futures and forward commitment transactions, can magnify relatively small market movements into relatively larger losses for the Fund. |
7 | The Fund is subject to risks associated with investments in small-cap companies, such as erratic earnings patterns, competitive conditions, limited earnings history and a reliance on one or a limited number of products. |
8 | The Fund is subject to risks associated with investments in mid-cap companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies. |
9 | Active and frequent trading of a fund may result in higher transaction costs and increased tax liability. |
10 | The Fund is subject to special risk considerations similar to those associated with the direct ownership of real estate. Real estate valuations may be subject to factors such as changing general and local economic, financial, competitive, and environmental conditions. |
11 | The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses. |
12 | The Russell 3000® Index is composed of the 3,000 largest U.S. companies as measured by market capitalization, and represents about 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. |
The Russell 3000® Index is a trademark of the London Stock Exchange Group companies.
Not FDIC insured, nor bank guaranteed. May lose value.
12
AMG FQ Long-Short Equity Fund
Fund Snapshots (unaudited)
October 31, 2017
PORTFOLIO BREAKDOWN
| | | | |
Sector | | %of Net Assets | |
Long Investments: | | | | |
Financials | | | 16.5 | |
Information Technology | | | 8.7 | |
Consumer Discretionary | | | 6.6 | |
Industrials | | | 5.3 | |
Materials | | | 3.7 | |
Health Care | | | 3.2 | |
Real Estate | | | 2.8 | |
Energy | | | 2.1 | |
Consumer Staples | | | 1.8 | |
Telecommunication Services | | | 0.7 | |
Utilities | | | 0.2 | |
Short Investments: | | | | |
Financials | | | (13.7 | ) |
Industrials | | | (8.6 | ) |
Information Technology | | | (7.9 | ) |
Consumer Discretionary | | | (5.8 | ) |
Real Estate | | | (3.7 | ) |
Materials | | | (2.8 | ) |
Health Care | | | (2.6 | ) |
Energy | | | (2.3 | ) |
Utilities | | | (1.6 | ) |
Consumer Staples | | | (1.0 | ) |
Telecommunication Services | | | (0.5 | ) |
Other Assets Less Liabilities* | | | 98.9 | |
* | Includes investments in short-term investments and cash proceeds on securities sold transactions held at the Prime Broker. |
TOP TEN HOLDINGS
| | | | |
| | %of | |
Security Name | | Net Assets | |
Century Bancorp, Inc. , Class A | | | 1.3 | |
Boise Cascade Co. | | | 1.2 | |
CNA Financial Corp. | | | 1.1 | |
Keysight Technologies, Inc. | | | 1.1 | |
Triumph Bancorp, Inc. | | | 1.1 | |
Essent Group, Ltd. | | | 1.1 | |
Xenia Hotels & Resorts, Inc. | | | 1.1 | |
Premier, Inc., Class A | | | 1.0 | |
Rollins, Inc. | | | 1.0 | |
JPMorgan Chase & Co. | | | 1.0 | |
| | | | |
Top Ten as a Group | | | 11.0 | |
| | | | |
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.
13
AMG FQ Long-Short Equity Fund
Schedule of Portfolio Investments
October 31, 2017
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks - 51.6% | | | | | | | | |
Consumer Discretionary - 6.6% | | | | | | | | |
American Axle & Manufacturing Holdings, Inc.*,1 | | | 3,087 | | | $ | 54,918 | |
Ascent Capital Group, Inc., Class A*,1 | | | 1,572 | | | | 17,685 | |
Big Lots, Inc.2 | | | 21 | | | | 1,077 | |
BJ’s Restaurants, Inc.*,1 | | | 2,144 | | | | 67,965 | |
Cambium Learning Group, Inc.* | | | 2,589 | | | | 15,845 | |
Career Education Corp.*,1 | | | 4,157 | | | | 44,397 | |
Central European Media Enterprises, Ltd., Class A (Bermuda)* | | | 6,926 | | | | 31,860 | |
Crocs, Inc.*,1 | | | 32,837 | | | | 334,937 | |
Dave & Buster’s Entertainment, Inc.*,1 | | | 5,703 | | | | 274,885 | |
Francesca’s Holdings Corp.*,1 | | | 5,142 | | | | 33,269 | |
Genesco, Inc.*,1 | | | 1,805 | | | | 44,222 | |
Groupon, Inc.*,2 | | | 41 | | | | 196 | |
International Speedway Corp., Class A1 | | | 284 | | | | 11,033 | |
Kirkland’s, Inc.*,1 | | | 2,576 | | | | 30,139 | |
Liberty Broadband Corp., Class A*,1 | | | 4,272 | | | | 368,289 | |
Lowe’s Cos, Inc.1 | | | 733 | | | | 58,603 | |
The Madison Square Garden Co., Class A* | | | 62 | | | | 13,807 | |
The Michaels Cos., Inc.*,1 | | | 5,916 | | | | 114,889 | |
Scientific Games Corp., Class A*,1 | | | 1,163 | | | | 55,359 | |
Shoe Carnival,Inc. | | | 1,099 | | | | 20,628 | |
Taylor Morrison Home Corp., Class A*,1 | | | 14,782 | | | | 356,985 | |
TEGNA, Inc.1 | | | 15,559 | | | | 190,287 | |
Tenneco, Inc.1 | | | 1,050 | | | | 61,015 | |
TripAdvisor Inc.*,2 | | | 236 | | | | 8,850 | |
The Wendy’s Co. | | | 26,491 | | | | 402,928 | |
Weyco Group, Inc.1 | | | 2,203 | | | | 59,900 | |
Total Consumer Discretionary | | | | | | | 2,673,968 | |
Consumer Staples - 1.8% | | | | | | | | |
Ingles Markets, Inc., Class A1 | | | 734 | | | | 17,102 | |
Lifevantage Corp.*,1 | | | 5,682 | | | | 31,535 | |
Monster Beverage Corp.*,1 | | | 547 | | | | 31,688 | |
Sprouts Farmers Market, Inc.*,2 | | | 428 | | | | 7,914 | |
United Natural Foods, Inc.*,1 | | | 5,707 | | | | 221,260 | |
Village Super Market, Inc., Class A1 | | | 3,313 | | | | 79,479 | |
Weis Markets, Inc.1 | | | 8,984 | | | | 348,849 | |
Total Consumer Staples | | | | | | | 737,827 | |
Energy – 2.1% | | | | | | | | |
Adams Resources & Energy, Inc.1 | | | 770 | | | | 33,064 | |
Cabot Oil & Gas Corp. | | | 9,603 | | | | 266,003 | |
Carrizo Oil & Gas, Inc.*,1,2 | | | 17,516 | | | | 309,858 | |
| | | | | | | | |
| | Shares | | | Value | |
Erin Energy Corp.*,1 | | | 13,221 | | | $ | 34,969 | |
Evolution Petroleum Corp.1 | | | 12,917 | | | | 95,586 | |
Overseas Shipholding Group, Inc., Class A*,1 | | | 95 | | | | 225 | |
Teekay Tankers, Ltd., Class A (Bermuda) | | | 131 | | | | 194 | |
Willbros Group, Inc.*,1 | | | 11,614 | | | | 35,539 | |
World Fuel Services Corp.1 | | | 2,221 | | | | 61,744 | |
Total Energy | | | | | | | 837,182 | |
Financials - 16.5% | | | | | | | | |
Argo Group International Holdings, Ltd. (Bermuda) | | | 3 | | | | 189 | |
Aspen Insurance Holdings, Ltd. (Bermuda)1 | | | 861 | | | | 36,937 | |
BankFinancial Corp.1 | | | 18,493 | | | | 292,929 | |
BGC Partners, Inc., Class A1 | | | 23,234 | | | | 352,460 | |
Capital City Bank Group, Inc.1 | | | 4,570 | | | | 112,696 | |
Century Bancorp, Inc. , Class A1 | | | 6,171 | | | | 524,226 | |
CNA Financial Corp.1 | | | 8,566 | | | | 463,678 | |
Dynex Capital, Inc., REIT1 | | | 57,883 | | | | 405,181 | |
Employers Holdings, Inc.1 | | | 286 | | | | 13,642 | |
Essent Group, Ltd.*,1 | | | 10,382 | | | | 442,481 | |
First American Financial Corp.1 | | | 1,177 | | | | 64,052 | |
First Defiance Financial Corp.1 | | | 1 | | | | 54 | |
First Financial Corp.1 | | | 1,672 | | | | 79,420 | |
FirstCash, Inc.1 | | | 5,373 | | | | 343,066 | |
GAMCO Investors, Inc., Class A1 | | | 957 | | | | 27,715 | |
Houlihan Lokey, Inc.1 | | | 2,681 | | | | 111,610 | |
JPMorgan Chase & Co.1 | | | 4,075 | | | | 409,986 | |
LPL Financial Holdings, Inc.1 | | | 4,630 | | | | 229,694 | |
Macatawa Bank Corp.1 | | | 17,890 | | | | 179,616 | |
Meridian Bancorp, Inc.1 | | | 12,137 | | | | 239,099 | |
MutualFirst Financial, Inc.1 | | | 2,911 | | | | 112,656 | |
National Commerce Corp.*,1 | | | 6,585 | | | | 268,339 | |
National General Holdings Corp.1 | | | 9,850 | | | | 198,773 | |
Old Second Bancorp, Inc. | | | 12,796 | | | | 175,305 | |
Orrstown Financial Services, Inc. | | | 1,979 | | | | 50,464 | |
Riverview Bancorp, Inc.1 | | | 9,432 | | | | 83,756 | |
SEI Investments Co.1 | | | 3,608 | | | | 232,752 | |
Shore Bancshares, Inc.1 | | | 4,145 | | | | 68,227 | |
SI Financial Group, Inc. | | | 1,434 | | | | 21,510 | |
TFS Financial Corp.1 | | | 9,559 | | | | 147,400 | |
Third Point Reinsurance, Ltd. (Bermuda)*,1 | | | 10,958 | | | | 182,999 | |
Triumph Bancorp, Inc.*,1 | | | 14,310 | | | | 443,610 | |
United Insurance Holdings Corp.1 | | | 6,187 | | | | 97,383 | |
Wells Fargo & Co.1 | | | 3,522 | | | | 197,725 | |
The accompanying notes are an integral part of these financial statements.
14
AMG FQ Long-Short Equity Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Financials - 16.5% (continued) | | | | |
Westwood Holdings Group, Inc.1 | | | 825 | | | $ | 53,542 | |
Total Financials | | | | | | | 6,663,172 | |
Health Care - 3.2% | | | | |
AbbVie, Inc.1 | | | 293 | | | | 26,443 | |
Aratana Therapeutics, Inc.*,2 | | | 4 | | | | 23 | |
Celgene Corp.*,1 | | | 486 | | | | 49,071 | |
Centene Corp.*,1 | | | 870 | | | | 81,493 | |
Corcept Therapeutics, Inc.*,1 | | | 2,115 | | | | 41,644 | |
CytomX Therapeutics, Inc.* | | | 229 | | | | 4,580 | |
Exelixis, Inc.* | | | 33 | | | | 818 | |
PDL BioPharma, Inc.* | | | 2 | | | | 6 | |
Portola Pharmaceuticals, Inc.*,1 | | | 947 | | | | 46,791 | |
Premier, Inc., Class A*,1 | | | 12,716 | | | | 415,432 | |
RTI Surgical, Inc.*,1 | | | 6,318 | | | | 28,431 | |
Sucampo Pharmaceuticals, Inc., Class A*,1 | | | 12,686 | | | | 126,860 | |
Triple-S Management Corp., Class B (Puerto Rico)*,1 | | | 3,251 | | | | 78,057 | |
Varex Imaging Corp.* | | | 11 | | | | 378 | |
Vertex Pharmaceuticals, Inc.*,1 | | | 2,698 | | | | 394,529 | |
Total Health Care | | | | | | | 1,294,556 | |
Industrials - 5.3% | | | | |
Aegion Corp.* | | | 5 | | | | 116 | |
ARC Document Solutions, Inc.*,1 | | | 34,684 | | | | 153,303 | |
Copart, Inc.*,1 | | | 1,057 | | | | 38,359 | |
Covenant Transportation Group, Inc., Class A* | | | 7,193 | | | | 213,632 | |
Donaldson Co., Inc. | | | 331 | | | | 15,627 | |
Essendant, Inc.1 | | | 2,917 | | | | 28,237 | |
Gencor Industries, Inc.*,1 | | | 1,134 | | | | 20,525 | |
Harsco Corp.*,1 | | | 7,246 | | | | 153,977 | |
Hawaiian Holdings, Inc.*,1,2 | | | 3,509 | | | | 117,551 | |
Herman Miller | | | 899 | | | | 30,206 | |
Hurco Cos., Inc.1 | | | 1,562 | | | | 69,900 | |
Kforce, Inc.1 | | | 1,947 | | | | 40,790 | |
MSA Safety, Inc.1 | | | 149 | | | | 11,846 | |
Navistar International Corp.* | | | 587 | | | | 24,836 | |
Pitney Bowes, Inc.1 | | | 3,114 | | | | 42,786 | |
Primoris Services Corp. | | | 6,408 | | | | 181,154 | |
Resources Connection, Inc.1 | | | 8,564 | | | | 134,883 | |
Rollins, Inc.1 | | | 9,417 | | | | 413,500 | |
Rush Enterprises, Inc., Class A*,1 | | | 1,320 | | | | 67,030 | |
Rush Enterprises, Inc., Class B*,1 | | | 210 | | | | 9,994 | |
| | | | | | | | |
| | Shares | | | Value | |
Southwest Airlines Co.1 | | | 3,503 | | | $ | 188,672 | |
TrueBlue, Inc.*,1 | | | 1,884 | | | | 51,056 | |
YRC Worldwide, Inc.*,1 | | | 11,040 | | | | 148,709 | |
Total Industrials | | | | | | | 2,156,689 | |
Information Technology - 8.7% | | | | |
Appfolio, Inc., Class A*,1 | | | 486 | | | | 22,307 | |
Applied Materials, Inc. | | | 3 | | | | 169 | |
Atlassian Corp. PLC, Class A (Australia)* | | | 1,723 | | | | 83,341 | |
Blackhawk Network Holdings, Inc.* | | | 3,367 | | | | 114,310 | |
CACI International, Inc., Class A*,1 | | | 363 | | | | 52,181 | |
Cadence Design Systems, Inc.*,1 | | | 4,831 | | | | 208,506 | |
Ciena Corp.*,1 | | | 8,332 | | | | 177,222 | |
Convergys Corp.1 | | | 3,760 | | | | 96,745 | |
EVERTEC, Inc. (Puerto Rico)1 | | | 5,487 | | | | 82,305 | |
Extreme Networks, Inc.*,1 | | | 7,451 | | | | 89,412 | |
Facebook, Inc., Class A*,1 | | | 2,181 | | | | 392,711 | |
Fair Isaac Corp.1 | | | 1,723 | | | | 250,111 | |
Imperva, Inc.*,1 | | | 2,757 | | | | 117,724 | |
Intuit, Inc.1 | | | 1,856 | | | | 280,293 | |
Keysight Technologies, Inc.*,1 | | | 10,018 | | | | 447,504 | |
NetScout Systems, Inc.*,1,2 | | | 2,871 | | | | 81,536 | |
Progress Software Corp.1 | | | 3,971 | | | | 168,092 | |
ServiceNow, Inc.*,1 | | | 1,480 | | | | 187,027 | |
ServiceSource International, Inc.* | | | 4 | | | | 14 | |
Synaptics, Inc.*,2 | | | 7,711 | | | | 286,232 | |
Synopsys, Inc.*,1 | | | 2,232 | | | | 193,113 | |
TechTarget, Inc.* | | | 541 | | | | 6,741 | |
TTM Technologies, Inc.* | | | 150 | | | | 2,367 | |
Verint Systems, Inc.*,1 | | | 1,383 | | | | 58,363 | |
XO Group, Inc.*,1 | | | 3,826 | | | | 76,367 | |
Zix Corp.*,1 | | | 10,269 | | | | 49,805 | |
Total Information Technology | | | | | | | 3,524,498 | |
Materials - 3.7% | | | | |
Boise Cascade Co.*,1 | | | 13,456 | | | | 477,015 | |
Crown Holdings, Inc.*,1 | | | 5,282 | | | | 317,818 | |
Freeport-McMoRan, Inc.* | | | 4,656 | | | | 65,091 | |
Graphic Packaging Holding Co.1 | | | 8,509 | | | | 131,805 | |
Greif, Inc., Class B1 | | | 1,704 | | | | 107,096 | |
Schweitzer-Mauduit International, Inc.1 | | | 3,010 | | | | 127,112 | |
Silgan Holdings, Inc.1 | | | 4,789 | | | | 140,078 | |
Tahoe Resources, Inc.1 | | | 28,024 | | | | 134,515 | |
The accompanying notes are an integral part of these financial statements.
15
AMG FQ Long-Short Equity Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Materials - 3.7% (continued) | | | | |
United States Lime & Minerals, Inc.1 | | | 9 | | | $ | 818 | |
Total Materials | | | | | | | 1,501,348 | |
Real Estate - 2.8% | | | | |
American Tower Corp., REIT1 | | | 2,837 | | | | 407,592 | |
Brixmor Property Group, Inc., REIT1 | | | 3,205 | | | | 55,991 | |
Duke Realty Corp., REIT1 | | | 869 | | | | 24,749 | |
Gaming and Leisure Properties, Inc., REIT | | | 4,092 | | | | 149,522 | |
Lamar Advertising Co., Class A, REIT2 | | | 64 | | | | 4,508 | |
Preferred Apartment Communities, Inc., Class A, REIT | | | 3,113 | | | | 61,793 | |
Weingarten Realty Investors, REIT | | | 171 | | | | 5,207 | |
Xenia Hotels & Resorts, Inc., REIT1 | | | 20,048 | | | | 436,245 | |
Total Real Estate | | | | | | | 1,145,607 | |
Telecommunication Services - 0.7% | | | | |
Boingo Wireless, Inc.*,1 | | | 2,913 | | | | 68,106 | |
Cincinnati Bell, Inc.*,1 | | | 11,181 | | | | 213,557 | |
Total Telecommunication Services | | | | | | | 281,663 | |
Utilities - 0.2% | | | | | | | | |
MDU Resources Group Inc. | | | 1 | | | | 27 | |
Atlantic Power Corp.*,1 | | | 22,099 | | | | 54,143 | |
NRG Yield, Inc., Class C | | | 12 | | | | 223 | |
Vectren Corp.1 | | | 312 | | | | 21,260 | |
Total Utilities | | | | | | | 75,653 | |
Total Common Stocks (Cost $19,645,792) | | | | | | | 20,892,163 | |
| | Principal Amount | | | | |
Short-Term Investments - 46.0% | | | | | |
Repurchase Agreements - 0.8%3 | | | | | |
Bank of Montreal, dated 10/31/17, due 11/01/17, 1.050% total to be received $319,888 (collateralized by various U.S. Government Agency Obligations, 0.375% - 3.000%, 05/31/21 - 02/15/47, totaling $326,277) | | $ | 319,879 | | | | 319,879 | |
| | |
| | Shares | | | | |
Other Investment Companies - 45.2%4 | | | | | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Class Shares, 1.00%5 | | | 18,332,402 | | | | 18,332,402 | |
Total Short-Term Investments (Cost $18,652,281) | | | | | | | 18,652,281 | |
Total Investments - 97.6% (Cost $38,298,073) | | | | | | | 39,544,444 | |
| | | | | | | | |
| | Shares | | | Value | |
Short Sales - (50.5%)6 | | | | | |
Common Stocks - (50.5%) | | | | | |
Consumer Discretionary - (5.8%) | | | | | |
AV Homes, Inc.* | | | (408 | ) | | $ | (6,793 | ) |
Biglari Holdings, Inc.* | | | (662 | ) | | | (236,625 | ) |
CBS Corp., Class B | | | (4 | ) | | | (225 | ) |
Clarus Corp.* | | | (17,656 | ) | | | (128,889 | ) |
Darden Restaurants, Inc. | | | (1,866 | ) | | | (153,516 | ) |
DineEquity, Inc. | | | (2,482 | ) | | | (118,168 | ) |
Drive Shack, Inc. | | | (71,208 | ) | | | (259,909 | ) |
Emerald Expositions Events, Inc. | | | (329 | ) | | | (7,662 | ) |
Ford Motor Co. | | | (18,051 | ) | | | (221,486 | ) |
Global Eagle Entertainment, Inc.* | | | (10,804 | ) | | | (26,254 | ) |
Golden Entertainment, Inc.* | | | (3,218 | ) | | | (85,856 | ) |
Group 1 Automotive, Inc. | | | (2,183 | ) | | | (171,518 | ) |
Hilton Worldwide Holdings, Inc. | | | (3,070 | ) | | | (221,900 | ) |
Iconix Brand Group, Inc.* | | | (14,058 | ) | | | (23,055 | ) |
Meredith Corp. | | | (3,580 | ) | | | (189,740 | ) |
Mohawk Industries, Inc.* | | | (304 | ) | | | (79,575 | ) |
Monro, Inc. | | | (421 | ) | | | (20,776 | ) |
Movado Group, Inc. | | | (1,223 | ) | | | (33,877 | ) |
Newell Brands, Inc. | | | (4,796 | ) | | | (195,581 | ) |
Nutrisystem, Inc. | | | (139 | ) | | | (6,943 | ) |
Red Lion Hotels Corp.* | | | (7,220 | ) | | | (63,536 | ) |
Thor Industries, Inc. | | | (2 | ) | | | (273 | ) |
Zoe’s Kitchen, Inc.* | | | (8,632 | ) | | | (106,001 | ) |
Total Consumer Discretionary | | | | | | | (2,358,158 | ) |
Consumer Staples - (1.0%) | | | | | | | | |
Constellation Brands, Inc., Class A | | | (88 | ) | | | (19,280 | ) |
Coty, Inc., Class A | | | (2,198 | ) | | | (33,849 | ) |
e.l.f. Beauty, Inc.* | | | (3 | ) | | | (64 | ) |
Edgewell Personal Care Co.* | | | (1,967 | ) | | | (127,717 | ) |
Energizer Holdings, Inc. | | | (4,480 | ) | | | (192,595 | ) |
Farmer Brothers Co.* | | | (6 | ) | | | (204 | ) |
Hostess Brands, Inc.* | | | (2,653 | ) | | | (30,589 | ) |
Limoneira Co. | | | (295 | ) | | | (6,888 | ) |
Total Consumer Staples | | | | | | | (411,186 | ) |
Energy - (2.3%) | | | | | | | | |
Gener8 Maritime, Inc.* | | | (43,594 | ) | | | (200,968 | ) |
Green Plains, Inc. | | | (9,939 | ) | | | (182,878 | ) |
Hess Corp. | | | (4,912 | ) | | | (216,914 | ) |
The accompanying notes are an integral part of these financial statements.
16
AMG FQ Long-Short Equity Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Energy - (2.3%) (continued) | | | | | | | | |
PHI, Inc.* | | | (5,239 | ) | | $ | (61,244 | ) |
SEACOR Holdings, Inc.* | | | (5,196 | ) | | | (245,251 | ) |
SemGroup Corp., Class A | | | (389 | ) | | | (10,133 | ) |
Total Energy | | | | | | | (917,388 | ) |
Financials - (13.7%) | | | | | | | | |
Aflac, Inc. | | | (2,325 | ) | | | (195,044 | ) |
Ally Financial, Inc. | | | (8,830 | ) | | | (230,728 | ) |
American International Group, Inc. | | | (3,474 | ) | | | (224,455 | ) |
Assured Guaranty, Ltd. (Bermuda) | | | (5 | ) | | | (186 | ) |
Bank Of The Ozarks, Inc. | | | (52 | ) | | | (2,424 | ) |
Camden National Corp. | | | (304 | ) | | | (13,124 | ) |
Capstar Financial Holdings, Inc.* | | | (10,935 | ) | | | (220,778 | ) |
Chubb, Ltd. (Switzerland) | | | (1,127 | ) | | | (169,974 | ) |
CIT Group, Inc. | | | (3,094 | ) | | | (144,242 | ) |
City Holding Co. | | | (3,202 | ) | | | (225,709 | ) |
Civista Bancshares, Inc. | | | (5,135 | ) | | | (115,897 | ) |
Clifton Bancorp, Inc. | | | (12 | ) | | | (204 | ) |
CNB Financial Corp. | | | (3,361 | ) | | | (96,629 | ) |
ConnectOne Bancorp, Inc. | | | (8,757 | ) | | | (235,125 | ) |
County Bancorp, Inc. | | | (2,327 | ) | | | (76,000 | ) |
Customers Bancorp, Inc.* | | | (6,929 | ) | | | (189,439 | ) |
Donnelley Financial Solutions, Inc.* | | | (5,281 | ) | | | (113,542 | ) |
Encore Capital Group, Inc.* | | | (4,955 | ) | | | (230,160 | ) |
FactSet Research Systems, Inc. | | | (720 | ) | | | (136,706 | ) |
FCB Financial Holdings, Inc., Class A* | | | (492 | ) | | | (22,976 | ) |
Glacier Bancorp, Inc. | | | (4 | ) | | | (152 | ) |
HomeStreet, Inc.* | | | (7,899 | ) | | | (229,466 | ) |
Interactive Brokers Group, Inc., Class A | | | (3,294 | ) | | | (177,942 | ) |
LendingTree, Inc.* | | | (181 | ) | | | (48,517 | ) |
Lincoln National Corp. | | | (3 | ) | | | (227 | ) |
Live Oak Bancshares, Inc. | | | (8,149 | ) | | | (193,131 | ) |
MidSouth Bancorp, Inc. | | | (10,894 | ) | | | (142,711 | ) |
Northfield Bancorp, Inc. | | | (12,951 | ) | | | (220,944 | ) |
Ocwen Financial Corp.* | | | (41,766 | ) | | | (145,763 | ) |
Oppenheimer Holdings, Inc., Class A | | | (13 | ) | | | (283 | ) |
Owens Realty Mortgage, Inc., REIT | | | (148 | ) | | | (2,658 | ) |
PHH Corp.* | | | (7,229 | ) | | | (95,495 | ) |
Pinnacle Financial Partners, Inc. | | | (3,179 | ) | | | (210,450 | ) |
Primerica, Inc. | | | (2,581 | ) | | | (228,418 | ) |
Prudential Financial, Inc. | | | (271 | ) | | | (29,935 | ) |
Republic First Bancorp, Inc.* | | | (23,013 | ) | | | (212,870 | ) |
Safeguard Scientifics, Inc.* | | | (9,618 | ) | | | (135,614 | ) |
| | | | | | | | |
| | Shares | | | Value | |
Signature Bank/New York NY* | | | (196 | ) | | $ | (25,482 | ) |
Southside Bancshares, Inc. | | | (6,027 | ) | | | (213,416 | ) |
State Auto Financial Corp. | | | (5,293 | ) | | | (135,713 | ) |
Westamerica Bancorporation | | | (3,813 | ) | | | (222,031 | ) |
Willis Towers Watson PLC (United Kingdom) | | | (1,353 | ) | | | (217,941 | ) |
World Acceptance Corp.* | | | (147 | ) | | | (12,863 | ) |
Total Financials | | | | | | | (5,545,364 | ) |
Health Care - (2.6%) | | | | | | | | |
Achaogen, Inc.* | | | (360 | ) | | | (4,579 | ) |
Aerie Pharmaceuticals, Inc.* | | | (428 | ) | | | (26,429 | ) |
Aimmune Therapeutics, Inc.* | | | (1,170 | ) | | | (34,012 | ) |
Avexis, Inc.* | | | (526 | ) | | | (54,972 | ) |
Bluebird Bio, Inc.* | | | (327 | ) | | | (45,486 | ) |
Danaher Corp. | | | (959 | ) | | | (88,487 | ) |
Evolent Health, Inc., Class A* | | | (8,476 | ) | | | (137,735 | ) |
Exact Sciences Corp.* | | | (574 | ) | | | (31,564 | ) |
Foundation Medicine, Inc.* | | | (1,193 | ) | | | (53,685 | ) |
Global Blood Therapeutics, Inc.* | | | (1,497 | ) | | | (59,581 | ) |
Humana, Inc. | | | (97 | ) | | | (24,769 | ) |
Keryx Biopharmaceuticals, Inc.* | | | (2,147 | ) | | | (13,912 | ) |
La Jolla Pharmaceutical Co.* | | | (963 | ) | | | (33,089 | ) |
Natus Medical, Inc.* | | | (204 | ) | | | (8,650 | ) |
Perrigo Co. PLC (Ireland) | | | (1,874 | ) | | | (151,775 | ) |
Puma Biotechnology, Inc.* | | | (534 | ) | | | (67,978 | ) |
Repligen Corp.* | | | (1,839 | ) | | | (68,411 | ) |
Sage Therapeutics, Inc.* | | | (3 | ) | | | (190 | ) |
Teladoc, Inc.* | | | (1,783 | ) | | | (58,928 | ) |
Thermo Fisher Scientific, Inc. | | | (2 | ) | | | (388 | ) |
Tivity Health, Inc.* | | | (1,933 | ) | | | (89,401 | ) |
Total Health Care | | | | | | | (1,054,021 | ) |
Industrials - (8.6%) | | | | | | | | |
Acuity Brands, Inc. | | | (1,200 | ) | | | (200,640 | ) |
The Advisory Board Co.* | | | (153 | ) | | | (8,250 | ) |
AECOM* | | | (7 | ) | | | (245 | ) |
Argan, Inc. | | | (2,367 | ) | | | (162,731 | ) |
Axon Enterprise, Inc.* | | | (7,237 | ) | | | (166,234 | ) |
AZZ, Inc. | | | (79 | ) | | | (3,776 | ) |
CH Robinson Worldwide, Inc. | | | (2,701 | ) | | | (212,109 | ) |
Dover Corp. | | | (2,330 | ) | | | (222,492 | ) |
Encore Wire Corp. | | | (281 | ) | | | (12,687 | ) |
Foundation Building Materials, Inc.* | | | (15,561 | ) | | | (209,295 | ) |
Franklin Co.vey Co.* | | | (7,768 | ) | | | (150,699 | ) |
Genesee & Wyoming, Inc., Class A* | | | (1,489 | ) | | | (106,880 | ) |
The accompanying notes are an integral part of these financial statements.
17
AMG FQ Long-Short Equity Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Industrials - (8.6%) (continued) | | | | | | | | |
Healthcare Services Group, Inc. | | | (678 | ) | | $ | (35,859 | ) |
IHS Markit, Ltd. (United Kingdom)* | | | (2,655 | ) | | | (113,130 | ) |
John Bean Technologies Corp. | | | (1,411 | ) | | | (150,836 | ) |
Johnson Controls International PLC | | | (5,205 | ) | | | (215,435 | ) |
Kaman Corp. | | | (4,134 | ) | | | (231,256 | ) |
Lindsay Corp. | | | (1,878 | ) | | | (171,950 | ) |
Mercury Systems, Inc.* | | | (3,905 | ) | | | (197,085 | ) |
Nielsen Holdings PLC | | | (1,495 | ) | | | (55,420 | ) |
NN, Inc. | | | (4,092 | ) | | | (120,919 | ) |
Northwest Pipe Co.* | | | (4,309 | ) | | | (78,596 | ) |
Parker-Hannifin Corp. | | | (221 | ) | | | (40,357 | ) |
Quad/Graphics, Inc. | | | (2,352 | ) | | | (53,602 | ) |
Quanta Services, Inc.* | | | (3,179 | ) | | | (119,944 | ) |
Roper Technologies, Inc. | | | (817 | ) | | | (210,925 | ) |
US Ecology, Inc. | | | (301 | ) | | | (14,313 | ) |
Viad Corp. | | | (3,691 | ) | | | (214,263 | ) |
Total Industrials | | | | | | | (3,479,928 | ) |
Information Technology - (7.9%) | | | | | | | | |
2U, Inc.* | | | (1,407 | ) | | | (89,527 | ) |
Amphenol Corp., Class A | | | (2,509 | ) | | | (218,283 | ) |
Blackbaud, Inc. | | | (232 | ) | | | (23,502 | ) |
Cars.com, Inc.* | | | (7,618 | ) | | | (181,461 | ) |
CDK Global, Inc. | | | (3,059 | ) | | | (194,430 | ) |
Cimpress, N.V. (Netherlands)* | | | (215 | ) | | | (23,465 | ) |
Ebix, Inc. | | | (1,867 | ) | | | (126,863 | ) |
FleetCor Technologies, Inc.* | | | (499 | ) | | | (82,470 | ) |
GSI Technology, Inc.* | | | (11,305 | ) | | | (78,231 | ) |
IAC/InterActiveCorp* | | | (2 | ) | | | (258 | ) |
Inphi Corp.* | | | (4,778 | ) | | | (195,802 | ) |
Leaf Group, Ltd.* | | | (134 | ) | | | (945 | ) |
Majesco* | | | (3,589 | ) | | | (21,426 | ) |
Microchip Technology, Inc. | | | (2,245 | ) | | | (212,826 | ) |
MINDBODY, Inc., Class A* | | | (9 | ) | | | (290 | ) |
MuleSoft, Inc., Class A* | | | (9,112 | ) | | | (213,130 | ) |
PCM, Inc.* | | | (171 | ) | | | (2,403 | ) |
Presidio, Inc.* | | | (13,995 | ) | | | (207,126 | ) |
PROS Holdings, Inc.* | | | (3,845 | ) | | | (86,859 | ) |
Pure Storage, Inc., Class A* | | | (2,197 | ) | | | (36,097 | ) |
Qorvo, Inc.* | | | (591 | ) | | | (44,804 | ) |
Science Applications International Corp. | | | (2,704 | ) | | | (198,311 | ) |
Symantec Corp. | | | (4,734 | ) | | | (153,855 | ) |
Synchronoss Technologies, Inc.* | | | (3,830 | ) | | | (43,394 | ) |
| | | | | | | | |
| | Shares | | | Value | |
Take-Two Interactive Software, Inc.* | | | (136 | ) | | $ | (15,048 | ) |
TiVo Corp. | | | (2,613 | ) | | | (47,426 | ) |
The Ultimate Software Group, Inc.* | | | (2 | ) | | | (405 | ) |
ViaSat, Inc.* | | | (2,805 | ) | | | (182,605 | ) |
WEX, Inc.* | | | (1,833 | ) | | | (226,540 | ) |
Xerox Corp. | | | (6,113 | ) | | | (185,285 | ) |
Zendesk, Inc.* | | | (3,247 | ) | | | (100,657 | ) |
Total Information Technology | | | | | | | (3,193,724 | ) |
Materials - (2.8%) | | | | | | | | |
Axalta Co.ating Systems, Ltd.* | | | (385 | ) | | | (12,801 | ) |
Ball Corp. | | | (217 | ) | | | (9,316 | ) |
Deltic Timber Corp. | | | (2,580 | ) | | | (238,934 | ) |
Eagle Materials, Inc. | | | (1,922 | ) | | | (202,905 | ) |
Olin Corp. | | | (5,324 | ) | | | (194,486 | ) |
The Sherwin-Williams Co. | | | (538 | ) | | | (212,591 | ) |
TimkenSteel Corp.* | | | (9,719 | ) | | | (136,066 | ) |
Verso Corp., Class A* | | | (18,988 | ) | | | (133,106 | ) |
Total Materials | | | | | | | (1,140,205 | ) |
Real Estate - (3.7%) | | | | | | | | |
American Homes 4 Rent, Class A, REIT | | | (1,769 | ) | | | (37,644 | ) |
CBL & Associates Properties, Inc., REIT | | | (2,402 | ) | | | (18,832 | ) |
Extra Space Storage, Inc., REIT | | | (2,268 | ) | | | (185,046 | ) |
The GEO Group, Inc., REIT | | | (2,569 | ) | | | (66,666 | ) |
GGP, Inc., REIT | | | (9,655 | ) | | | (187,886 | ) |
Life Storage, Inc., REIT | | | (249 | ) | | | (20,124 | ) |
Mack-Cali Realty Corp., REIT | | | (8,607 | ) | | | (195,981 | ) |
Maui Land & Pineapple Co., Inc., REIT* | | | (296 | ) | | | (4,721 | ) |
National Storage Affiliates Trust, REIT | | | (8,971 | ) | | | (222,391 | ) |
Pennsylvania Real Estate Investment Trust, REIT | | | (12,207 | ) | | | (118,652 | ) |
Quality Care Properties, Inc., REIT* | | | (3,242 | ) | | | (51,321 | ) |
Realty Income Corp., REIT | | | (3,468 | ) | | | (186,128 | ) |
SL Green Realty Corp., REIT | | | (1,969 | ) | | | (188,394 | ) |
Total Real Estate | | | | | | | (1,483,786 | ) |
Telecommunication Services - (0.5%) | | | | | | | | |
CenturyLink, Inc. | | | (10,916 | ) | | | (207,295 | ) |
Utilities - (1.6%) | | | | | | | | |
American Water Works Co., Inc. | | | (2 | ) | | | (176 | ) |
AquaVenture Holdings, Ltd.* | | | (12,365 | ) | | | (150,482 | ) |
Connecticut Water Service, Inc. | | | (3,700 | ) | | | (229,474 | ) |
Consolidated Edison, Inc. | | | (2,347 | ) | | | (201,959 | ) |
Middlesex Water Co. | | | (140 | ) | | | (6,087 | ) |
NextEra Energy, Inc. | | | (239 | ) | | | (37,062 | ) |
RGC Resources, Inc. | | | (845 | ) | | | (24,581 | ) |
The accompanying notes are an integral part of these financial statements.
18
AMG FQ Long-Short Equity Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Utilities - (1.6%) (continued) | | | | | | | | |
WEC Energy Group, Inc. | | | (163 | ) | | $ | (10,985 | ) |
The York Water Co. | | | (131 | ) | | | (4,611 | ) |
Total Utilities | | | | | | | (665,417 | ) |
Total Common Stocks (Proceeds $19,482,005) | | | | | | | (20,456,472 | ) |
Total Short Sales - (50.5%) (Proceeds $19,482,005) | | | | | | | (20,456,472 | ) |
Other Assets, less Liabilities - 52.9% | | | | 21,409,207 | |
Net Assets - 100.0% | | | | | | $ | 40,497,179 | |
* | Non-income producing security. |
1 | Security position is either entirely or partially held in a segregated account as collateral for securities sold short and futures contracts. As of October 31, 2017, value of securities held in the segregated account was $17,802,695. |
2 | Some or all of these securities, amounting to $316,645 or 0.8% of net assets, were out on loan to various brokers. |
3 | Collateral received from brokers for securities lending was invested in these joint repurchase agreements. |
4 | A copy of the security’s annual report to shareholders may be obtained without charge on the SEC’s website (http://www.sec.gov). |
5 | Yield shown represents the October 31, 2017, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage. |
6 | The Fund is contractually responsible to the lender for any dividends payable and interest accrued on securities while those securities are outstanding in short position. These dividends and interest amounts are recorded as dividend expense on the Statement of Operations. |
REIT Real Estate Investment Trust
Open Futures Contracts
| | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Currency | | | Number of Contracts | | | Position | | | Expiration Date | | | Current Notional Amount | | | Value and Unrealized Gain/(Loss) | |
S&P 500 E-Mini FUT Index | | | USD | | | | 238 | | | | Long | | | | 12/15/17 | | | $ | 30,615,130 | | | $ | 1,260,023 | |
S&P 500 E-Mini FUT Index | | | USD | | | | 20 | | | | Short | | | | 12/15/17 | | | | (2,572,700 | ) | | | (10,596 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Total | | | $ | 1,249,427 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
19
AMG FQ Long-Short Equity Fund
Schedule of Portfolio Investments (continued)
The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2017:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Value | |
Investments in Securities | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | |
Common Stocks† | | $ | 20,892,163 | | | | — | | | | — | | | $ | 20,892,163 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Repurchase Agreements | | | — | | | $ | 319,879 | | | | — | | | | 319,879 | |
Other Investment Companies | | | 18,332,402 | | | | — | | | | — | | | | 18,332,402 | |
| | | | | | | | | | | | | | | | |
Total Assets | | | 39,224,565 | | | | 319,879 | | | | — | | | | 39,544,444 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Common Stocks† | | | (20,456,472 | ) | | | — | | | | — | | | | (20,456,472 | ) |
| | | | | | | | | | | | | | | | |
Net Investments in Securities | | $ | 18,768,093 | | | $ | 319,879 | | | | — | | | $ | 19,087,972 | |
| | | | | | | | | | | | | | | | |
Financial Derivative Instruments - Assets | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | 1,260,023 | | | | — | | | | — | | | $ | 1,260,023 | |
Financial Derivative Instruments - Liabilities | | | | | | | | | | | | | | | | |
Equity Contracts | | | (10,596 | ) | | | — | | | | — | | | | (10,596 | ) |
| | | | | | | | | | | | | | | | |
Total Financial Derivative Instruments | | $ | 1,249,427 | | | | — | | | | — | | | $ | 1,249,427 | |
| | | | | | | | | | | | | | | | |
† | All common stocks held in the Fund are Level 1 securities. For a detailed breakout of common stocks by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments. |
The accompanying notes are an integral part of these financial statements.
20
AMG FQ Long-Short Equity Fund
Schedule of Portfolio Investments (continued)
As of October 31, 2017, the Fund had no transfers between levels from the beginning of the reporting period.
The following schedule shows the value of derivative instruments at October 31, 2017:
| | | | | | | | | | | | | | | | |
| | Asset Derivatives | | | Liability Derivatives | |
Derivatives not accounted for as hedging instruments | | Statement of Assets and Liabilities Location | | | Fair Value | | | Statement of Assets and Liabilities Location | | | Fair Value | |
Equity contracts | | | Variation Margin on Futures Contracts | | | $ | 1,260,023 | | | | Variation Margin on Futures Contracts | | | $ | 10,596 | |
| | | | | | | | | | | | | | | | |
| | | Totals | | | $ | 1,260,023 | | | | | | | $ | 10,596 | |
| | | | | | | | | | | | | | | | |
For the fiscal year ended October 31, 2017, the effect of derivative instruments on the Statement of Operations for the Fund 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) | |
Derivatives not accounted for as hedging instruments | | Statement of Operations Location | | | Realized Gain/(Loss) | | | Statement of Operations Location | | Change in Unrealized Gain (Loss) | |
Equity contracts | | | Net realized loss on options purchased1 | | | $ | (1,996,157 | ) | | Net change in unrealized appreciation (depreciation) options purchased1 | | $ | 261,367 | |
Equity contracts | | | Net realized gain on futures contracts | | | | 2,491 | | | Net change in unrealized appreciation (depreciation) futures contracts | | | 1,255,219 | |
Equity contracts | | | Net realized gain on written options | | | | 1,610,675 | | | Net change in unrealized appreciation (depreciation) on written options | | | (305,211 | ) |
| | | | | | | | | | | | | | |
| | | Totals | | | $ | (382,991 | ) | | | | $ | (1,211,375 | ) |
| | | | | | | | | | | | | | |
1 | Options purchased are included in Investments at value on the Statement of Assets and Liabilities. Net realized gain (loss) on options purchased and net change in unrealized appreciation (depreciation) on options purchased are included in the net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) of investments, respectively, on the Statement of Operations. |
The accompanying notes are an integral part of these financial statements.
21
AMG FQ Global Risk-Balanced Fund
Portfolio Manager’s Comments (unaudited)
OVERVIEW
For the fiscal year ended October 31, 2017, the AMG FQ Global Risk-Balanced Fund (the “Fund”) Class Z Shares returned 15.23%, while the benchmark 60% MSCI World Index/40% Citigroup World Government Bond
Index–Hedged returned 11.77%. The Fund has been positioned for hedged diversified growth since mid-2016, and that has paid off as growth assets have performed well. Sovereign bonds were the only asset class that was down for the year.
MARKET REVIEW
It has been a year of largely political uncertainty which has yet to transform into economic or market uncertainty. The surprise win by Donald Trump in November 2016 and the taking of both houses of Congress by the Republicans was initially not considered a happy event by markets. However, once the President-elect and the Congress began speaking about infrastructure spending and tax reform, markets responded positively. Unfortunately, neither event has come to fruition, but that did not faze markets. Economic signals continued to be positive regardless of the political environment. Saber rattling by North Korea, stalled Brexit talks, and gridlock in Washington failed to worry growth markets as the global economy began to accelerate. Until recently the U.S. has been the growth engine of the developed world as Europe and Asia were still digging out from the effect of the global financial crisis of 2008. However, 2017 seemed to be the year the rest of the world began to participate in global growth. Strength in Europe in particular drove markets forward. So despite political uncertainty, growth was the watch word, and the Fund participated strongly in the rally.
All sectors of the equity market rose. Real estate investment trusts (REITs) were the weakest sector, but developed markets, emerging markets and small cap all had strong gains. High yield and investment grade corporate bonds also turned in positive performance. Sovereign bonds suffered from a seemingly coordinated effort by the world’s central banks to reduce the stimulus which has been in effect since 2008. Inflation-linked bonds were flat, though, showing that inflation expectations have not risen, yet.
Commodities also turned in a positive year as oil prices recovered and industrial metals rose due to increased global manufacturing. Commodity producers also participated in the rally.
POSITIONING AND OUTLOOK
As a general rule, derivatives are a primary instrument used to implement our strategy within the Fund, along with ETFs and ETNs. Specifically, we used futures to implement global stock and bond allocations. Futures were used to gain economic exposure in a more cost-efficient manner relative to traditional instruments (e.g., physical stocks, bonds and currencies). Tail-hedging was implemented using options on futures and indices. Options were used to provide downside protection within the equity segment of the strategy. Overall, the liquidity and low transaction cost of these instruments offers the investment team the ability to be more nimble and to implement at a lower cost. We found both attributes to be positive contributors towards the Fund’s performance.
The FQ Market Risk Indicator (MRI) remained at a fully resilient reading for the entire fiscal year and is still at that
level as of this writing. There has been a good deal of hand wringing over the low level of the VIX (CBOE Volatility Index), as well as the low level of realized volatility. Many believe that such low volatility is a signal of market complacency and is quite dangerous. While it is possible that volatility is too low, all of the other indicators in the MRI are also pointing toward a resilient market environment. Resilient markets are characterized by low volatility, few large market events, and a tendency to bounce back from shocks. Markets are resilient because most of the risks underlying markets appear to be low at the same time. Not only is stock market volatility low, but credit risk and macro-economic risks are low as well. Interest rate risks point to more downside risk for bonds than for equities. Until some of these risks begin climbing, the MRI will remain at resilient levels. However, once these separate risks begin rising, then the markets will be more and more fragile, and the ability to absorb shocks will be reduced. As markets become more fragile, the MRI will begin changing and the Fund will begin shifting away from diversified growth and more toward the defensive risk parity allocation it had in early 2016.
But for now such risks continue to be low, in our opinion, and the Fund is positioned for diversified global growth. We expect this positioning to persist. But in case an unexpected shock happens, the Fund is still hedged with options. Better safe than sorry.
This commentary reflects the viewpoints of the portfolio manager, First Quadrant, L.P., as of October 31, 2017 and is not intended as a forecast or guarantee of future results, and is subject to change without notice.
22
AMG FQ Global Risk-Balanced Fund
Portfolio Manager’s Comments (continued)
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 dividends and distributions were reinvested. This graph compares a hypothetical $10,000 investment made in the Fund’s Class Z shares on October 31, 2007 to a $10,000 investment made in the 60% MSCI World Index & 40% Citigroup World Government Bond Index-Hedged (“Composite Hedged Index”) and the 60% MSCI World Index & 40% Citigroup World Government Bond Index-Unhedged (“Composite UnHedged Index”) and S&P 500 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.
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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 and S&P 500 Index for the same time periods ended October 31, 2017.
| | | | | | | | | | | | | | | | | | | | |
Average Annual Total Returns1 | | One Year | | | Five Years | | | Ten Years | | | Since Inception | | | Inception Date | |
AMG FQ Global Risk-Balanced Fund2,3,4,5,6,7,8,9,10,11,12,13 | | | | | |
Class N | | | 14.69 | % | | | 4.97 | % | | | — | | | | 6.46 | % | | | 01/01/10 | |
Class I | | | 15.14 | % | | | 5.40 | % | | | — | | | | 6.87 | % | | | 01/01/10 | |
Class Z | | | 15.23 | % | | | 5.48 | % | | | 2.48 | % | | | 6.25 | % | | | 11/18/88 | |
Composite Hedged Index14 | | | 11.77 | % | | | 8.13 | % | | | 3.61 | % | | | 5.85 | % | | | 11/30/88 | † |
Composite Unhedged Index14 | | | 13.32 | % | | | 6.81 | % | | | 4.00 | % | | | 6.66 | % | | | 11/30/88 | † |
S&P 500 Index16 | | | 23.63 | % | | | 15.18 | % | | | 7.51 | % | | | 10.53 | % | | | 11/18/88 | 15 |
The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.
Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent
month end, current net asset values per share for the Fund and other information, please call 800.835.3879 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.
Distributed by AMG Distributors, Inc., member FINRA/SIPC.
† | The date reflects the closest available index date to the Fund’s inception date. |
1 | Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2017. All returns are in U.S. dollars ($). |
2 | From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns. |
3 | 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. The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on a non-U.S. Dollar investment when converted back to U.S. Dollars. |
4 | The use of leverage in a Fund’s strategy, such as futures and forward commitment transactions, can magnify relatively small market movements into relatively larger losses for the Fund. |
5 | 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. |
6 | Because exchange-traded funds (ETFs) 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 | Obligations of certain government agencies are not backed by the full faith and credit of the U.S. Government. If one of these agencies defaulted on a loan, there is no guarantee that the U.S. Government would provide financial support. Additionally, debt securities of the U.S. Government may be affected by changing interest rates and subject to prepayment risk. |
8 | The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products. |
9 | The Fund is subject to risks associated with investments in mid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies. |
23
AMG FQ Global Risk-Balanced Fund
Portfolio Manager’s Comments (continued)
CUMULATIVE TOTAL RETURN PERFORMANCE (continued)
10 | The Fund is subject to the risks associated with investments in emerging markets, such as erratic earnings patterns, economic and political instability, changing exchange controls, limitations on repatriation of foreign capital and changes in local governmental attitudes toward private investment, possibly leading to nationalization or confiscation of investor assets. |
11 | High-yield bonds (also known as “junk bonds”) may be subject to greater levels of interest rate, credit, and liquidity risk than investments in higher rated securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. The issuers of the Fund’s holdings may be involved in bankruptcy proceedings, reorganizations, or financial restructurings, and are not as strong financially as higher-rated issuers. |
12 | The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed-income securities to fall. |
13 | The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses. |
14 | The Fund’s index is comprised of 60% MSCI World Index and 40% Citigroup World Government Bond Index. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The MSCI World Index consists of the following 23 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The Citigroup World Government Bond Index (WGBI) measures the performance of fixed-rate, local currency, investment grade sovereign bonds. The WGBI is a widely used benchmark that currently comprises sovereign debt from over 20 countries, denominated in a variety of currencies, and has more than 25 years of history available. 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. |
15 | Date reflects the inception date of the Fund, not the index. |
16 | The S&P 500 Index is 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. |
The S&P 500 Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc.
Unlike the Fund, the indices are unmanaged, are not available for investment and do not incur expenses.
Not FDIC insured, nor bank guaranteed. May lose value.
24
AMG FQ Global Risk-Balanced Fund
Schedule of Portfolio Investments
October 31, 2017
| | | | | | | | |
| | Shares | | | Value | |
Exchange Traded Funds - 58.0% | | | | | | | | |
iShares Global Infrastructure ETF1 | | | 27,711 | | | $ | 1,261,959 | |
iShares iBoxx $ High Yield Corporate Bond ETF1 | | | 103,442 | | | | 9,151,514 | |
iShares iBoxx $ Investment Grade Corporate | | | | | | | | |
Bond ETF2 | | | 75,689 | | | | 9,168,965 | |
iShares TIPS Bond ETF2 | | | 67,898 | | | | 7,726,792 | |
Materials Select Sector SPDR Fund1 | | | 21,163 | | | | 1,248,617 | |
SPDR Citi International Government | | | | | | | | |
Inflation-Protected Bond ETF2 | | | 25,987 | | | | 1,461,509 | |
VanEck Vectors Gold Miners ETF | | | 53,983 | | | | 1,213,538 | |
VanEck Vectors Natural Resource ETF | | | 35,294 | | | | 1,262,466 | |
Vanguard REIT ETF2 | | | 51,569 | | | | 4,238,972 | |
Total Exchange Traded Funds (Cost $35,982,696) | | | | | | | 36,734,332 | |
| | |
| | Notes | | | | |
Exchange Traded Notes - 10.2% | | | | | | | | |
Deutsche Bank AG, PowerShares DB Gold Double | | | | | | | | |
Long, 02/15/38* | | | 52,825 | | | | 1,264,630 | |
iPath Bloomberg Commodity Index Total Return | | | | | | | | |
ETN, 06/12/36*,1 | | | 101,224 | | | | 2,415,205 | |
Swedish Export Credit Corp., ELEMENTS Linked to the Rogers International Commodity Index Total Return, 10/24/22* | | | 504,471 | | | | 2,623,249 | |
VelocityShares 3x Long Crude Oil ETN, 02/09/32* | | | 8,633 | | | | 162,387 | |
Total Exchange Traded Notes (Cost $6,922,735) | | | | | | | 6,465,471 | |
| | |
Purchased Options - 0.2% | | | | | | | | |
(See Open Purchased Options schedule) (Cost $524,766) | | | | | | | 119,645 | |
| | Principal Amount | | | | |
U.S. Government Obligations - 7.8% | | | | | | | | |
United States Treasury Bill, 1.197%, 03/01/183,4 | | $ | 1,000,000 | | | | 996,127 | |
United States Treasury Bill, 1.222%, 03/15/182,3,4 | | | 2,000,000 | | | | 1,991,199 | |
United States Treasury Bill, 1.232%, 04/05/182,3,4 | | | 950,000 | | | | 945,046 | |
United States Treasury Bill, 1.262%, 04/26/182,4 | | | 1,000,000 | | | | 994,004 | |
Total U.S. Government Obligations (Cost $4,927,122) | | | | | | | 4,926,376 | |
Short-Term Investments - 38.6% | | | | | | | | |
Repurchase Agreements - 14.4%5 | | | | | | | | |
Cantor Fitzgerald Securities, Inc., dated 10/31/17, due 11/01/17, 1.080% total to be received $2,161,447 (collateralized by various U.S. Government Agency Obligations, 0.000% -10.000%, 12/01/17 - 09/20/67, totaling $2,204,610) | | | 2,161,382 | | | | 2,161,382 | |
Daiwa Capital Markets America, dated 10/31/17, due 11/01/17, 1.080% total to be received $2,161,447 (collateralized by various U.S. Government Agency Obligations, 0.000% -6.500%, 11/02/17 - 12/01/51, totaling $2,204,116) | | | 2,161,382 | | | | 2,161,382 | |
HSBC Securities USA, Inc. dated 10/31/17, due 11/01/17, 1.040% total to be received $2,161,445 (collateralized by various U.S. Government Agency Obligations, 2.500% - 8.000%, 04/01/22 - 10/01/47, totaling $2,204,620) | | | 2,161,382 | | | | 2,161,382 | |
RBC Dominion Securities Inc., dated 10/31/17, due 11/01/17, 1.050% total to be received $2,161,445 (collateralized by various U.S. Government Agency Obligations, 3.000% - 7.000%, 08/01/25 - 09/20/47, totaling $2,204,610) | | | 2,161,382 | | | | 2,161,382 | |
Royal Bank of Scotland PLC, dated 10/31/17, due 11/01/17, 1.050% total to be received $454,775 (collateralized by various U.S. Government Agency Obligations, 0.494% - 3.500%, 02/15/18 - 11/15/42, totaling $463,860) | | | 454,762 | | | | 454,762 | |
Total Repurchase Agreements | | | | 9,100,290 | |
| | |
| | Shares | | | | |
Other Investment Companies - 24.2% | | | | | | | | |
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.93%6 | | | 9,395,118 | | | | 9,395,118 | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Class Shares, 1.00% | | | 5,969,233 | | | | 5,969,233 | |
Total Other Investment Companies | | | | | | | 15,364,351 | |
Total Short-Term Investments (Cost $24,464,641) | | | | | | | 24,464,641 | |
Total Investments - 114.8% (Cost $72,821,960) | | | | | | | 72,710,465 | |
Other Assets, less Liabilities - (14.8)% | | | | | | | (9,377,881 | ) |
Net Assets - 100.0% | | | | | | $ | 63,332,584 | |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $8,896,815 or 14.0% of net assets, were out on loan to various brokers. |
2 | Some or all of these securities were held as collateral for written options as of October 31, 2017, amounting to $16,010,789 or 25.3% of net assets. |
3 | Some or all of this security is held as collateral for futures contracts. The market value of collateral at October 31, 2017, amounted to $3,136,259, or 5.0% of net assets. |
4 | Represents yield to maturity at October 31, 2017. |
5 | Collateral received from brokers for securities lending was invested in these joint repurchase agreements. |
The accompanying notes are an integral part of these financial statements.
25
AMG FQ Global Risk-Balanced Fund
Schedule of Portfolio Investments (continued)
6 | Yield shown represents the October 31, 2017, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage. |
| | | | | | |
ETF | | Exchange Traded Fund | | | | |
ETN | | Exchange Traded Notes | | | | |
REIT | | Real Estate Investment Trust | | | | |
SPDR | | Standard & Poor’s Depositary Receipt | | | | |
TIPS | | Treasury Inflation-Protected Securities | | | | |
Open Purchased Options
| | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Strike Price | | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Cost | | | Value | |
EURO STOXX 50 (Put) | | | 3,200 | | | | 11/17/17 | | | | 86 | | | $ | 501 | | | $ | 46,290 | | | $ | 501 | |
EURO STOXX 50 (Put) | | | 3,275 | | | | 12/15/17 | | | | 99 | | | | 5,535 | | | | 43,185 | | | | 5,535 | |
EURO STOXX 50 (Put) | | | 3,300 | | | | 11/17/17 | | | | 14 | | | | 131 | | | | 3,992 | | | | 131 | |
EURO STOXX 50 (Put) | | | 3,300 | | | | 01/19/18 | | | | 98 | | | | 15,639 | | | | 26,482 | | | | 15,639 | |
S&P 500 Index (Put) | | | 2,280 | | | | 11/17/17 | | | | 1 | | | | 53 | | | | 2,732 | | | | 53 | |
S&P 500 Index (Put) | | | 2,300 | | | | 11/17/17 | | | | 76 | | | | 4,636 | | | | 179,521 | | | | 4,636 | |
S&P 500 Index (Put) | | | 2,325 | | | | 12/15/17 | | | | 68 | | | | 25,840 | | | | 148,252 | | | | 25,840 | |
S&P 500 Index (Put) | | | 2,400 | | | | 01/19/18 | | | | 53 | | | | 67,310 | | | | 74,312 | | | | 67,310 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Total | | | $ | 524,766 | | | $ | 119,645 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Open Written Options
| | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Strike Price | | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Premium | | | Value | |
EURO STOXX 50 (Call) | | | 3,650 | | | | 11/17/17 | | | | 86 | | | $ | (48,887 | ) | | $ | 15,384 | | | $ | (48,887 | ) |
EURO STOXX 50 (Call) | | | 3,675 | | | | 11/17/17 | | | | 14 | | | | (5,202 | ) | | | 1,775 | | | | (5,202 | ) |
EURO STOXX 50 (Call) | | | 3,700 | | | | 12/15/17 | | | | 99 | | | | (48,550 | ) | | | 17,818 | | | | (48,550 | ) |
EURO STOXX 50 (Call) | | | 3,800 | | | | 01/19/18 | | | | 98 | | | | (27,169 | ) | | | 9,761 | | | | (27,169 | ) |
EURO STOXX 50 (Put) | | | 3,075 | | | | 11/17/17 | | | | 86 | | | | (200 | ) | | | 29,700 | | | | (200 | ) |
EURO STOXX 50 (Put) | | | 3,125 | | | | 12/15/17 | | | | 99 | | | | (2,883 | ) | | | 24,594 | | | | (2,883 | ) |
EURO STOXX 50 (Put) | | | 3,150 | | | | 11/17/17 | | | | 14 | | | | (65 | ) | | | 2,064 | | | | (65 | ) |
EURO STOXX 50 (Put) | | | 3,150 | | | | 01/19/18 | | | | 98 | | | | (8,904 | ) | | | 14,765 | | | | (8,904 | ) |
S&P 500 Index (Call) | | | 2,540 | | | | 11/17/17 | | | | 1 | | | | (4,149 | ) | | | 698 | | | | (4,149 | ) |
S&P 500 Index (Call) | | | 2,575 | | | | 11/17/17 | | | | 76 | | | | (114,000 | ) | | | 56,840 | | | | (114,000 | ) |
S&P 500 Index (Call) | | | 2,595 | | | | 12/15/17 | | | | 68 | | | | (115,600 | ) | | | 44,826 | | | | (115,600 | ) |
S&P 500 Index (Call) | | | 2,680 | | | | 01/19/18 | | | | 53 | | | | (23,320 | ) | | | 23,738 | | | | (23,320 | ) |
S&P 500 Index (Put) | | | 2,225 | | | | 11/17/17 | | | | 77 | | | | (2,926 | ) | | | 123,437 | | | | (2,926 | ) |
S&P 500 Index (Put) | | | 2,250 | | | | 12/15/17 | | | | 68 | | | | (16,320 | ) | | | 100,732 | | | | (16,320 | ) |
S&P 500 Index (Put) | | | 2,325 | | | | 01/19/18 | | | | 53 | | | | (45,580 | ) | | | 50,238 | | | | (45,580 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Total | | | $ | 516,370 | | | $ | (463,755 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Open Futures Contracts
| | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Currency | | | Number of Contracts | | | Position | | | Expiration Date | | | Current Notional Amount | | | Value and Unrealized Gain/(Loss) | |
Australia 10-Year Bond | | | AUD | | | | 41 | | | | Long | | | | 12/15/17 | | | $ | 4,043,330 | | | $ | (10,469 | ) |
Australian SPI 200 Index | | | AUD | | | | 33 | | | | Long | | | | 12/21/17 | | | | 3,717,769 | | | | 113,543 | |
Canadian 10-Year Bond | | | CAD | | | | 37 | | | | Long | | | | 12/18/17 | | | | 3,941,485 | | | | (12,823 | ) |
EURO BUXL 30-Year Bond | | | EUR | | | | 16 | | | | Long | | | | 12/07/17 | | | | 3,096,077 | | | | (4,819 | ) |
The accompanying notes are an integral part of these financial statements.
26
AMG FQ Global Risk-Balanced Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Currency | | | Number of Contracts | | | Position | | | Expiration Date | | | Current Notional Amount | | | Value and Unrealized Gain/(Loss) | |
EURO STOXX 50 | | | EUR | | | | 229 | | | | Long | | | | 12/15/17 | | | $ | 9,811,085 | | | $ | 490,520 | |
FTSE 100 Index | | | GBP | | | | 26 | | | | Long | | | | 12/15/17 | | | | 2,578,660 | | | | 40,622 | |
Hang Seng Index | | | HKD | | | | 11 | | | | Long | | | | 11/29/17 | | | | 1,988,105 | | | | (4,388 | ) |
Russell 2000® Mini Index | | | USD | | | | 120 | | | | Long | | | | 12/15/17 | | | | 9,016,200 | | | | 610,667 | |
S&P 500 E-Mini FUT Index | | | USD | | | | 25 | | | | Long | | | | 12/15/17 | | | | 3,215,875 | | | | 136,157 | |
S&P 500 E-Mini MSCI Index | | | USD | | | | 144 | | | | Long | | | | 12/15/17 | | | | 8,094,240 | | | | 151,607 | |
S&P/TSX 60 Index | | | CAD | | | | 22 | | | | Long | | | | 12/14/17 | | | | 3,225,052 | | | | 209,450 | |
TOPIX Index | | | JPY | | | | 18 | | | | Long | | | | 12/07/17 | | | | 2,790,906 | | | | 256,983 | |
U.K. 10-Year Gilt | | | GBP | | | | 33 | | | | Long | | | | 12/27/17 | | | | 5,449,232 | | | | (116,855 | ) |
U.S. Treasury Long Bond | | | USD | | | | 24 | | | | Long | | | | 12/19/17 | | | | 3,659,250 | | | | (67,733 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Total | | | $ | 1,792,462 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2017:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Exchange Traded Funds† | | $ | 36,734,332 | | | | — | | | | — | | | $ | 36,734,332 | |
Exchange Traded Notes† | | | 6,465,471 | | | | — | | | | — | | | | 6,465,471 | |
Purchased Options | | | 119,645 | | | | — | | | | — | | | | 119,645 | |
U.S. Government Obligations | | | — | | | $ | 4,926,376 | | | | — | | | | 4,926,376 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Repurchase Agreements | | | — | | | | 9,100,290 | | | | — | | | | 9,100,290 | |
Other Investment Companies | | | 15,364,351 | | | | — | | | | — | | | | 15,364,351 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 58,683,799 | | | $ | 14,026,666 | | | | — | | | $ | 72,710,465 | |
| | | | | | | | | | | | | | | | |
Financial Derivative Instruments-Assets | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | 2,009,549 | | | | — | | | | — | | | $ | 2,009,549 | |
Financial Derivative Instruments-Liabilities | | | | | | | | | | | | | | | | |
Equity Contracts | | | (468,143 | ) | | | — | | | | — | | | | (468,143 | ) |
Interest Rate Contracts | | | (212,699 | ) | | | — | | | | — | | | | (212,699 | ) |
| | | | | | | | | | | | | | | | |
Total Financial Derivative Instruments | | $ | 1,328,707 | | | | — | | | | — | | | $ | 1,328,707 | |
| | | | | | | | | | | | | | | | |
† | All exchange traded funds and exchange traded notes held in the Fund are level 1 securities. For a detailed listing of these securities, please refer to the Fund’s Schedule of Portfolio Investments. |
As of October 31, 2017, 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.
27
AMG FQ Global Risk-Balanced Fund
Schedule of Portfolio Investments (continued)
The following schedule shows the value of derivative instruments at October 31, 2017:
| | | | | | | | | | | | |
| | Asset Derivatives | | | Liability Derivatives | |
Derivatives not accounted for as hedging instruments | | Statement of Assets and Liabilities Location | | Fair Value | | | Statement of Assets and Liabilities Location | | Fair Value | |
Equity contracts | | Options purchased1 | | $ | 119,645 | | | Options written | | $ | 463,755 | |
Equity contracts | | Receivable for variation margin2 | | | 210,947 | | | Payable for variation margin2 | | | 25,302 | |
Interest rate contracts | | Receivable for variation margin2 | | | 36,304 | | | Payable for variation margin2 | | | 3,490 | |
| | | | | | | | | | | | |
| | Totals | | $ | 366,896 | | | | | $ | 492,547 | |
| | | | | | | | | | | | |
For the fiscal year ended October 31, 2017, the effect of derivative instruments on the Statement of Operations for the Fund 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) | |
Derivatives not accounted for as hedging instruments | | Statement of Operations Location | | Realized Gain/(Loss) | | | Statement of Operations Location | | Change in Unrealized Gain (Loss) | |
Equity contracts | | Net realized loss on options purchased1 | | | $(2,580,587) | | | Net change in unrealized appreciation (depreciation) options purchased1 | | | $(64,228) | |
Equity contracts | | Net realized gain on futures contracts | | | 7,428,979 | | | Net change in unrealized appreciation (depreciation) futures contracts | | | 2,020,597 | |
Interest rate | | Net realized gain on | | | | | | Net change in unrealized appreciation | | | | |
contracts | | futures contracts | | | (1,030,320 | ) | | (depreciation) on futures contracts | | | 537,169 | |
Equity contracts | | Net realized gain on options written | | | 1,986,262 | | | Net change in unrealized appreciation (depreciation) options written | | | (342,483 | ) |
| | | | | | | | | | | | |
| | Totals | | $ | 5,804,334 | | | | | $ | 2,151,055 | |
| | | | | | | | | | | | |
1 | Options purchased are included in Investments at value on the Statement of Assets and Liabilities. Net realized gain (loss) on options purchased and net change in unrealized appreciation (depreciation) on options purchased are included in the net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) of investments, respectively, on the Statement of Operations. |
2 | 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 $1,792,462. |
The accompanying notes are an integral part of these financial statements.
28
Statement of Assets and Liabilities
October 31, 2017
| | | | | | | | | | | | |
| | AMG FQ Tax-Managed U.S. Equity Fund | | | AMG FQ Long-Short Equity Fund | | | AMG FQ Global Risk-Balanced Fund | |
Assets: | | | | | | | | | | | | |
Investments at Value* (including securities on loan valued at $761,953, $316,645, and $8,896,815, respectively) | | $ | 72,638,844 | | | $ | 39,224,565 | | | $ | 63,610,175 | |
Cash | | | — | | | | 12,701 | | | | — | |
Due from broker | | | — | | | | 20,338,141 | | | | — | |
Cash deposit with brokers for futures contracts | | | — | | | | 196,004 | | | | — | |
Variation margin on futures contracts | | | — | | | | 1,260,023 | | | | — | |
Repurchase Agreements at value** | | | 774,183 | | | | 319,879 | | | | 9,100,290 | |
Receivable for investments sold | | | — | | | | — | | | | 40,876 | |
Dividend, interest and other receivables | | | 29,303 | | | | 25,666 | | | | 17,529 | |
Receivable for Fund shares sold | | | 38,360 | | | | 25,100 | | | | 1,577 | |
Receivable from affiliate | | | 1,828 | | | | 10,258 | | | | 1,726 | |
Receivable for variation margin | | | — | | | | — | | | | 247,251 | |
Prepaid expenses | | | 14,465 | | | | 11,357 | | | | 10,069 | |
Total assets | | | 73,496,983 | | | | 61,423,694 | | | | 73,029,493 | |
Liabilities: | | | | | | | | | | | | |
Payable upon return of securities loaned | | | 774,183 | | | | 319,879 | | | | 9,100,290 | |
Payable for Fund shares repurchased | | | 65,743 | | | | 8,531 | | | | 12,558 | |
Written options (premiums received $0, $0, and $516,370, respectively) | | | — | | | | — | | | | 463,755 | |
Due to broker for futures contracts | | | — | | | | 29,517 | | | | — | |
Variation margin on futures contracts | | | — | | | | 10,596 | | | | — | |
Interest and dividends payable | | | — | | | | 9,057 | | | | — | |
Payable for variation margin | | | — | | | | — | | | | 28,792 | |
Accrued expenses: | | | | | | | | | | | | |
Investment advisory and management fees | | | 43,106 | | | | 12,020 | | | | 32,177 | |
Administrative fees | | | 9,237 | | | | 5,152 | | | | 8,044 | |
Distribution fees | | | 2,633 | | | | 743 | | | | 465 | |
Shareholder service fees | | | — | | | | 7,689 | | | | — | |
Professional fees | | | 29,752 | | | | 41,754 | | | | 36,234 | |
Trustee fees and expenses | | | 656 | | | | 366 | | | | 583 | |
Other | | | 19,759 | | | | 24,739 | | | | 14,011 | |
Securities sold short, at value (proceeds $0, $19,482,005 and $0, respectively) | | | — | | | | 20,456,472 | | | | — | |
Total liabilities | | | 945,069 | | | | 20,926,515 | | | | 9,696,909 | |
Net Assets | | $ | 72,551,914 | | | $ | 40,497,179 | | | $ | 63,332,584 | |
* Investments at cost | | $ | 49,898,869 | | | $ | 37,978,194 | | | $ | 63,721,670 | |
** Repurchase agreements at cost | | $ | 774,183 | | | $ | 319,879 | | | $ | 9,100,290 | |
The accompanying notes are an integral part of these financial statements.
29
Statement of Assets and Liabilities (continued)
| | | | | | | | | | | | |
| | AMG FQ Tax-Managed U.S. Equity Fund | | | AMG FQ Long-Short Equity Fund | | | AMG FQ Global Risk-Balanced Fund | |
Net Assets Represent: | | | | | | | | | | | | |
Paid-in capital | | $ | 49,568,898 | | | $ | 30,997,052 | | | $ | 63,299,977 | |
Undistributed net investment income | | | 156,758 | | | | — | | | | 149,765 | |
Accumulated net realized gain (loss) from investments | | | 86,283 | | | | 7,978,796 | | | | (1,850,860 | ) |
Net unrealized appreciation of investments | | | 22,739,975 | | | | 1,521,331 | | | | 1,733,702 | |
Net Assets | | $ | 72,551,914 | | | $ | 40,497,179 | | | $ | 63,332,584 | |
Class N: | | | | | | | | | | | | |
Net Assets | | $ | 12,130,867 | | | $ | 3,495,163 | | | $ | 2,199,677 | |
Shares outstanding | | | 408,592 | | | | 194,449 | | | | 139,467 | |
Net asset value, offering and redemption price per share | | $ | 29.69 | | | $ | 17.97 | | | $ | 15.77 | |
Class I: | | | | | | | | | | | | |
Net Assets | | $ | 60,421,047 | | | $ | 37,002,016 | | | $ | 1,420,429 | |
Shares outstanding | | | 2,033,094 | | | | 2,059,516 | | | | 89,714 | |
Net asset value, offering and redemption price per share | | $ | 29.72 | | | $ | 17.97 | | | $ | 15.83 | |
Class Z: | | | | | | | | | | | | |
Net Assets | | | — | | | | — | | | $ | 59,712,478 | |
Shares outstanding | | | — | | | | — | | | | 3,763,427 | |
Net asset value, offering and redemption price per share | | | — | | | | — | | | $ | 15.87 | |
The accompanying notes are an integral part of these financial statements.
30
Statement of Operations
For the fiscal year ended October 31, 2017
| | | | | | | | | | | | |
| | AMG FQ Tax-Managed U.S. Equity Fund | | | AMG FQ Long-Short Equity Fund | | | AMG FQ Global Risk-Balanced Fund | |
Investment Income: | | | | | | | | | | | | |
Dividend income | | $ | 955,988 | 1 | | $ | 879,035 | 1 | | $ | 1,215,305 | |
Securities lending income | | | 8,222 | | | | 9,642 | | | | 78,338 | |
Interest income | | | — | | | | 132 | | | | 91,834 | |
Foreign withholding tax | | | (542 | ) | | | (312 | ) | | | — | |
Total investment income | | | 963,668 | | | | 888,497 | | | | 1,385,477 | |
Expenses: | | | | | | | | | | | | |
Investment advisory and management fees | | | 531,404 | | | | 184,204 | | | | 399,074 | |
Administrative fees | | | 113,872 | | | | 78,945 | | | | 99,769 | |
Distribution fees - Class N | | | 48,066 | | | | 41,022 | | | | 5,784 | |
Shareholder servicing fees - Class N | | | — | | | | 8,015 | | | | 4,318 | |
Shareholder servicing fees - Class I | | | — | | | | 4,511 | | | | 5,837 | |
Professional fees | | | 33,549 | | | | 45,350 | | | | 40,433 | |
Registration fees | | | 38,947 | | | | 39,811 | | | | 52,921 | |
Transfer agent fees | | | 18,212 | | | | 24,174 | | | | 13,377 | |
Custodian fees | | | 12,433 | | | | 16,625 | | | | 9,649 | |
Reports to shareholders | | | 12,097 | | | | 13,136 | | | | 7,211 | |
Trustee fees and expenses | | | 5,771 | | | | 4,203 | | | | 4,651 | |
Miscellaneous | | | 4,154 | | | | 3,398 | | | | 4,324 | |
Repayment of prior reimbursements | | | — | | | | 11,380 | | | | — | |
Interest and dividend expense | | | — | | | | 25,980 | | | | — | |
Total expenses before offsets | | | 818,505 | | | | 500,754 | | | | 647,348 | |
Expense reimbursements | | | (94,797 | ) | | | (38,180 | ) | | | (39,272 | ) |
Net expenses | | | 723,708 | | | | 462,574 | | | | 608,076 | |
Net investment income | | | 239,960 | | | | 425,923 | | | | 777,401 | |
Net Realized and Unrealized Gain: | | | | | | | | | | | | |
Net realized gain (loss) on investments | | | 10,300,977 | | | | 9,056,807 | | | | (3,010,152 | ) |
Net realized loss on short sales | | | — | | | | (276,697 | ) | | | — | |
Net realized loss on foreign currency transactions | | | — | | | | — | | | | (57,754 | ) |
Net realized gain on futures contracts | | | — | | | | 2,491 | | | | 6,398,659 | |
Net realized gain on written options | | | — | | | | 1,610,675 | | | | 1,986,262 | |
Net change in unrealized appreciation/depreciation on investments | | | 6,175,558 | | | | 748,844 | | | | 966,473 | |
Net change in unrealized appreciation/depreciation on short sales | | | — | | | | (974,467 | ) | | | — | |
Net change in unrealized appreciation/depreciation on foreign currency translations | | | — | | | | — | | | | 729 | |
Net change in unrealized appreciation/depreciation on futures contracts | | | — | | | | 1,255,219 | | | | 2,557,766 | |
Net change in unrealized appreciation/depreciation on written options | | | — | | | | (305,211 | ) | | | (342,483 | ) |
Net realized and unrealized gain | | | 16,476,535 | | | | 11,117,661 | | | | 8,499,500 | |
Net increase in net assets resulting from operations | | $ | 16,716,495 | | | $ | 11,543,584 | | | $ | 9,276,901 | |
1 | Includes non-recurring dividends of $56,201 and $98,548 for AMG FQ Tax-Managed U.S. Equity Fund and AMG FQ Long-Short Equity Fund, respectively. |
The accompanying notes are an integral part of these financial statements.
31
Statements of Changes in Net Assets
For the fiscal years ended October 31
| | | | | | | | | | | | | | | | | | | | | | | | |
| | AMG FQ Tax-Managed U.S. Equity Fund | | | AMG FQ Long-Short Equity Fund | | | AMG FQ Global Risk- Balanced Fund | |
| | 2017 | | | 2016* | | | 2017 | | | 2016* | | | 2017 | | | 2016* | |
Increase (Decrease) in Net Assets Resulting From Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | $ | 239,960 | | | $ | 920,810 | | | $ | 425,923 | | | $ | 634,796 | | | $ | 777,401 | | | $ | 208,513 | |
Net realized gain on investments | | | 10,300,977 | | | | 23,135 | | | | 10,393,276 | | | | 2,317,862 | | | | 5,317,015 | | | | 3,475,735 | |
Net change in unrealized appreciation/depreciation of investments | | | 6,175,558 | | | | (2,143,132 | ) | | | 724,385 | | | | (3,600,185 | ) | | | 3,182,485 | | | | 1,557,770 | |
Net increase (decrease) in net assets resulting from operations | | | 16,716,495 | | | | (1,199,187 | ) | | | 11,543,584 | | | | (647,527 | ) | | | 9,276,901 | | | | 5,242,018 | |
Distributions to Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income: | | | | | | | | | | | | | | | | | | | | | | | | |
Class N | | | (222,884 | ) | | | (148,253 | ) | | | (223,372 | ) | | | (248,039 | ) | | | (20,489 | ) | | | (23,635 | ) |
Class I | | | (675,125 | ) | | | (336,302 | ) | | | (483,055 | ) | | | (409,856 | ) | | | (115,642 | ) | | | (30,201 | ) |
Class Z | | | — | | | | — | | | | — | | | | — | | | | (927,631 | ) | | | (1,217,012 | ) |
From net realized gain on investments: | | | | | | | | | | | | | | | | | | | | | | | | |
Class N | | | — | | | | — | | | | (1,166,878 | ) | | | (2,699,898 | ) | | | — | | | | — | |
Class I | | | — | | | | — | | | | (1,613,580 | ) | | | (3,363,341 | ) | | | — | | | | — | |
Total distributions to shareholders | | | (898,009 | ) | | | (484,555 | ) | | | (3,486,885 | ) | | | (6,721,134 | ) | | | (1,063,762 | ) | | | (1,270,848 | ) |
Capital Share Transactions:1 | | | | | | | | | | | | | | | | | | | | | | | | |
Net decrease from capital share transactions | | | (19,645,798 | ) | | | (3,254,835 | ) | | | (26,025,738 | ) | | | (1,521,111 | ) | | | (14,490,282 | ) | | | (1,582,210 | ) |
Total increase (decrease) in net assets | | | (3,827,312 | ) | | | (4,938,577 | ) | | | (17,969,039 | ) | | | (8,889,772 | ) | | | (6,277,143 | ) | | | 2,388,960 | |
Net Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of year | | | 76,379,226 | | | | 81,317,803 | | | | 58,466,218 | | | | 67,355,990 | | | | 69,609,727 | | | | 67,220,767 | |
End of year | | $ | 72,551,914 | | | $ | 76,379,226 | | | $ | 40,497,179 | | | $ | 58,466,218 | | | $ | 63,332,584 | | | $ | 69,609,727 | |
End of year undistributed net investment income | | $ | 156,758 | | | $ | 814,807 | | | | — | | | $ | 13,523 | | | $ | 149,765 | | | $ | 879,291 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
* Effective October 1, 2016, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements.
1 See Note 1(g) of the Notes to Financial Statements.
The accompanying notes are an integral part of these financial statements.
32
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, | |
Class N | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 24.11 | | | $ | 24.42 | | | $ | 23.58 | | | $ | 20.02 | | | $ | 15.37 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income1,2 | | | 0.03 | 3 | | | 0.22 | 4 | | | 0.08 | 5 | | | 0.03 | | | | 0.06 | 6 |
Net realized and unrealized gain (loss) on investments | | | 5.79 | | | | (0.43 | ) | | | 0.81 | | | | 3.55 | | | | 4.71 | |
Total income (loss) from investment operations | | | 5.82 | | | | (0.21 | ) | | | 0.89 | | | | 3.58 | | | | 4.77 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.24 | ) | | | (0.10 | ) | | | (0.05 | ) | | | (0.02 | ) | | | (0.12 | ) |
Total distributions to shareholders | | | (0.24 | ) | | | (0.10 | ) | | | (0.05 | ) | | | (0.02 | ) | | | (0.12 | ) |
Net Asset Value, End of Year | | $ | 29.69 | | | $ | 24.11 | | | $ | 24.42 | | | $ | 23.58 | | | $ | 20.02 | |
Total Return2 | | | 24.27 | % | | | (0.86 | )% | | | 3.79 | % | | | 17.91 | % | | | 31.31 | % |
Ratio of net expenses to average net assets | | | 1.14 | % | | | 1.14 | % | | | 1.20 | % | | | 1.24 | % | | | 1.26 | %8 |
Ratio of gross expenses to average net assets9 | | | 1.27 | % | | | 1.26 | % | | | 1.27 | % | | | 1.29 | % | | | 1.35 | %8 |
Ratio of net investment income to average net assets2 | | | 0.13 | % | | | 0.93 | % | | | 0.34 | % | | | 0.13 | % | | | 0.35 | %8 |
Portfolio turnover | | | 75 | % | | | 102 | % | | | 62 | % | | | 45 | % | | | 49 | % |
Net assets end of year (000’s) omitted | | $ | 12,131 | | | $ | 22,885 | | | $ | 24,825 | | | $ | 12,541 | | | $ | 6,324 | |
| | | | | | | | | | | | | | | | | | | | |
33
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, | |
Class I | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 24.14 | | | $ | 24.42 | | | $ | 23.56 | | | $ | 19.99 | | | $ | 15.33 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income1,2 | | | 0.10 | 3 | | | 0.28 | 4 | | | 0.17 | 5 | | | 0.09 | | | | 0.11 | 6 |
Net realized and unrealized gain (loss) on investments | | | 5.79 | | | | (0.43 | ) | | | 0.78 | | | | 3.54 | | | | 4.70 | |
Total income (loss) from investment operations | | | 5.89 | | | | (0.15 | ) | | | 0.95 | | | | 3.63 | | | | 4.81 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.31 | ) | | | (0.13 | ) | | | (0.09 | ) | | | (0.06 | ) | | | (0.15 | ) |
Total distributions to shareholders | | | (0.31 | ) | | | (0.13 | ) | | | (0.09 | ) | | | (0.06 | ) | | | (0.15 | ) |
Net Asset Value, End of Year | | $ | 29.72 | | | $ | 24.14 | | | $ | 24.42 | | | $ | 23.56 | | | $ | 19.99 | |
Total Return2 | | | 24.57 | % | | | (0.59 | )% | | | 4.03 | % | | | 18.22 | %7 | | | 31.65 | %7 |
Ratio of net expenses to average net assets | | | 0.89 | % | | | 0.89 | % | | | 0.96 | % | | | 0.99 | % | | | 1.01 | %8 |
Ratio of gross expenses to average net assets9 | | | 1.02 | % | | | 1.01 | % | | | 1.03 | % | | | 1.04 | % | | | 1.10 | %8 |
Ratio of net investment income to average net assets2 | | | 0.38 | % | | | 1.19 | % | | | 0.68 | % | | | 0.40 | % | | | 0.62 | %8 |
Portfolio turnover | | | 75 | % | | | 102 | % | | | 62 | % | | | 45 | % | | | 49 | % |
Net assets end of year (000’s) omitted | | $ | 60,421 | | | $ | 53,494 | | | $ | 56,493 | | | $ | 50,686 | | | $ | 43,207 | |
| | | | | | | | | | | | | | | | | | | | |
# | Effective October 1, 2016, Investor Class and Institutional Class were renamed Class N and Class I, respectively. |
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 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.01 and $0.08 for Class N and Class I, respectively. |
4 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.11 and $0.17 for Class N and Class I, respectively. |
5 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.00 and $0.09 for Class N and Class I, respectively. |
6 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.00 and $0.05 for Class N and Class I, respectively. |
7 | The total return is calculated using the published Net Asset Value as of fiscal year end. |
8 | Includes non-routine extraordinary expenses amounting to 0.025% and 0.024% of average net assets for the Class N and Class I, respectively. |
9 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
34
AMG FQ Long-Short Equity Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class N | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 15.48 | | | $ | 17.38 | | | $ | 17.20 | | | $ | 15.23 | | | $ | 12.29 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income1,2 | | | 0.10 | 3 | | | 0.14 | | | | 0.16 | 4 | | | 0.14 | | | | 0.19 | 5 |
Net realized and unrealized gain (loss) on investments | | | 3.30 | | | | (0.31 | ) | | | 0.17 | | | | 1.95 | | | | 2.94 | |
Total income (loss) from investment operations | | | 3.40 | | | | (0.17 | ) | | | 0.33 | | | | 2.09 | | | | 3.13 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.16 | ) | | | (0.15 | ) | | | (0.15 | ) | | | (0.12 | ) | | | (0.19 | ) |
Net realized gain on investments | | | (0.75 | ) | | | (1.58 | ) | | | — | | | | — | | | | — | |
Total distributions to shareholders | | | (0.91 | ) | | | (1.73 | ) | | | (0.15 | ) | | | (0.12 | ) | | | (0.19 | ) |
Net Asset Value, End of Year | | $ | 17.97 | | | $ | 15.48 | | | $ | 17.38 | | | $ | 17.20 | | | $ | 15.23 | |
Total Return2 | | | 22.62 | % | | | (0.98 | )% | | | 1.90 | % | | | 13.76 | % | | | 25.66 | % |
Ratio of net expenses to average net assets | | | 1.09 | %6 | | | 1.05 | % | | | 1.04 | % | | | 1.04 | % | | | 1.06 | %7 |
Ratio of gross expenses to average net assets8 | | | 1.14 | % | | | 1.08 | % | | | 1.05 | % | | | 1.05 | % | | | 1.10 | %7 |
Ratio of net investment income to average net assets2 | | | 0.60 | % | | | 0.88 | % | | | 0.93 | % | | | 0.88 | % | | | 1.37 | %7 |
Portfolio turnover | | | 159 | % | | | 178 | % | | | 139 | % | | | 87 | % | | | 91 | % |
Net assets end of year (000’s) omitted | | $ | 3,495 | | | $ | 24,752 | | | $ | 30,043 | | | $ | 25,931 | | | $ | 23,103 | |
| | | | | | | | | | | | | | | | | | | | |
35
AMG FQ Long-Short Equity Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class I | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 15.47 | | | $ | 17.37 | | | $ | 17.22 | | | $ | 15.27 | | | $ | 12.34 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income1,2 | | | 0.15 | 3 | | | 0.18 | | | | 0.21 | 4 | | | 0.18 | | | | 0.24 | 5 |
Net realized and unrealized gain (loss) on investments | | | 3.33 | | | | (0.31 | ) | | | 0.16 | | | | 1.96 | | | | 2.93 | |
Total income (loss) from investment operations | | | 3.48 | | | | (0.13 | ) | | | 0.37 | | | | 2.14 | | | | 3.17 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.23 | ) | | | (0.19 | ) | | | (0.22 | ) | | | (0.19 | ) | | | (0.24 | ) |
Net realized gain on investments | | | (0.75 | ) | | | (1.58 | ) | | | — | | | | — | | | | — | |
Total distributions to shareholders | | | (0.98 | ) | | | (1.77 | ) | | | (0.22 | ) | | | (0.19 | ) | | | (0.24 | ) |
Net Asset Value, End of Year | | $ | 17.97 | | | $ | 15.47 | | | $ | 17.37 | | | $ | 17.22 | | | $ | 15.27 | |
Total Return2 | | | 23.11 | % | | | (0.73 | )% | | | 2.16 | % | | | 14.05 | % | | | 26.00 | % |
Ratio of net expenses to average net assets | | | 0.78 | %6 | | | 0.79 | % | | | 0.79 | % | | | 0.79 | % | | | 0.81 | %7 |
Ratio of gross expenses to average net assets8 | | | 0.87 | % | | | 0.82 | % | | | 0.79 | % | | | 0.80 | % | | | 0.85 | %7 |
Ratio of net investment income to average net assets2 | | | 0.90 | % | | | 1.14 | % | | | 1.22 | % | | | 1.13 | % | | | 1.73 | %7 |
Portfolio turnover | | | 159 | % | | | 178 | % | | | 139 | % | | | 87 | % | | | 91 | % |
Net assets end of year (000’s) omitted | | $ | 37,002 | | | $ | 33,715 | | | $ | 37,313 | | | $ | 41,636 | | | $ | 37,960 | |
| | | | | | | | | | | | | | | | | | | | |
# | Effective October 1, 2016, Investor Class and Institutional Class were renamed Class N and Class I, respectively. |
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 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.07 and $0.12 for Class N and Class I, respectively. |
4 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.11 and $0.16 for Class N and Class I, respectively. |
5 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.16 and $0.21 for Class N and Class I, respectively. |
6 | Expense ratio includes dividend and interest expense related to securities sold short. Excluding such dividend and interest expense, the ratio of expenses to average net assets would be 1.04% and 0.73% for Class N and Class I, respectively, for the fiscal year ended October 31, 2017. |
7 | Includes non-routine extraordinary expenses amounting to 0.022% and 0.023% of average net assets for the Class N and Class l, respectively. |
8 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
36
AMG FQ Global Risk-Balanced Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class N | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 13.89 | | | $ | 12.93 | | | $ | 13.84 | | | $ | 13.14 | | | $ | 13.36 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)1,2 | | | 0.11 | | | | (0.02 | ) | | | 0.05 | | | | 0.17 | | | | 0.03 | |
Net realized and unrealized gain (loss) on investments | | | 1.91 | | | | 1.16 | | | | (0.64 | ) | | | 0.53 | | | | 0.13 | |
Total income (loss) from investment operations | | | 2.02 | | | | 1.14 | | | | (0.59 | ) | | | 0.70 | | | | 0.16 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.14 | ) | | | (0.18 | ) | | | (0.32 | ) | | | — | | | | (0.38 | )3 |
Total distributions to shareholders | | | (0.14 | ) | | | (0.18 | ) | | | (0.32 | ) | | | — | | | | (0.38 | ) |
Net Asset Value, End of Year | | $ | 15.77 | | | $ | 13.89 | | | $ | 12.93 | | | $ | 13.84 | | | $ | 13.14 | |
Total Return2 | | | 14.69 | % | | | 8.97 | % | | | (4.31 | )% | | | 5.33 | % | | | 1.16 | % |
Ratio of net expenses to average net assets | | | 1.33 | % | | | 1.39 | % | | | 1.38 | % | | | 1.38 | % | | | 1.41 | %4 |
Ratio of gross expenses to average net assets5 | | | 1.39 | % | | | 1.55 | % | | | 1.51 | % | | | 1.52 | % | | | 1.55 | %4 |
Ratio of net investment income (loss) to average net assets2 | | | 0.76 | % | | | (0.15 | )% | | | 0.36 | % | | | 1.30 | % | | | 0.25 | %4 |
Portfolio turnover | | | 26 | % | | | 71 | % | | | 55 | % | | | 5 | % | | | 36 | % |
Net assets end of year (000’s) omitted | | $ | 2,200 | | | $ | 3,725 | | | $ | 2,083 | | | $ | 2,228 | | | $ | 5,520 | |
| | | | | | | | | | | | | | | | | | | | |
37
AMG FQ Global Risk-Balanced Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class I | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 13.97 | | | $ | 13.02 | | | $ | 13.98 | | | $ | 13.21 | | | $ | 13.44 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)1,2 | | | 0.16 | | | | (0.01 | ) | | | 0.11 | | | | 0.23 | | | | 0.08 | |
Net realized and unrealized gain (loss) on investments | | | 1.92 | | | | 1.21 | | | | (0.65 | ) | | | 0.54 | | | | 0.14 | |
Total income (loss) from investment operations | | | 2.08 | | | | 1.20 | | | | (0.54 | ) | | | 0.77 | | | | 0.22 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.22 | ) | | | (0.25 | ) | | | (0.42 | ) | | | — | | | | (0.45 | )3 |
Total distributions to shareholders | | | (0.22 | ) | | | (0.25 | ) | | | (0.42 | ) | | | — | | | | (0.45 | ) |
Net Asset Value, End of Year | | $ | 15.83 | | | $ | 13.97 | | | $ | 13.02 | | | $ | 13.98 | | | $ | 13.21 | |
Total Return2 | | | 15.14 | % | | | 9.43 | % | | | (3.98 | )% | | | 5.83 | % | | | 1.61 | % |
Ratio of net expenses to average net assets | | | 0.99 | % | | | 0.99 | % | | | 0.98 | % | | | 0.96 | % | | | 0.99 | %4 |
Ratio of gross expenses to average net assets5 | | | 1.05 | % | | | 1.15 | % | | | 1.11 | % | | | 1.10 | % | | | 1.13 | %4 |
Ratio of net investment income to average net assets2 | | | 1.09 | % | | | 0.25 | % | | | 0.83 | % | | | 1.72 | % | | | 0.63 | %4 |
Portfolio turnover | | | 26 | % | | | 71 | % | | | 55 | % | | | 5 | % | | | 36 | % |
Net assets end of year (000’s) omitted | | $ | 1,420 | | | $ | 7,215 | | | $ | 1,652 | | | $ | 2,537 | | | $ | 5,844 | |
| | | | | | | | | | | | | | | | | | | | |
38
AMG FQ Global Risk-Balanced Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class Z | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 14.00 | | | $ | 13.05 | | | $ | 14.02 | | | $ | 13.23 | | | $ | 13.47 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income1,2 | | | 0.18 | | | | 0.05 | | | | 0.12 | | | | 0.24 | | | | 0.10 | |
Net realized and unrealized gain (loss) on investments | | | 1.92 | | | | 1.16 | | | | (0.66 | ) | | | 0.55 | | | | 0.12 | |
Total income (loss) from investment operations | | | 2.10 | | | | 1.21 | | | | (0.54 | ) | | | 0.79 | | | | 0.22 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.23 | ) | | | (0.26 | ) | | | (0.43 | ) | | | — | | | | (0.46 | )3 |
Total distributions to shareholders | | | (0.23 | ) | | | (0.26 | ) | | | (0.43 | ) | | | — | | | | (0.46 | ) |
Net Asset Value, End of Year | | $ | 15.87 | | | $ | 14.00 | | | $ | 13.05 | | | $ | 14.02 | | | $ | 13.23 | |
Total Return2 | | | 15.23 | % | | | 9.55 | % | | | (3.92 | )% | | | 5.97 | % | | | 1.61 | % |
Ratio of net expenses to average net assets | | | 0.89 | % | | | 0.89 | % | | | 0.88 | % | | | 0.88 | % | | | 0.91 | %4 |
Ratio of gross expenses to average net assets5 | | | 0.95 | % | | | 1.05 | % | | | 1.01 | % | | | 1.02 | % | | | 1.05 | %4 |
Ratio of net investment income to average net assets2 | | | 1.19 | % | | | 0.36 | % | | | 0.88 | % | | | 1.76 | % | | | 0.75 | %4 |
Portfolio turnover | | | 26 | % | | | 71 | % | | | 55 | % | | | 5 | % | | | 36 | % |
Net assets end of year (000’s) omitted | | $ | 59,712 | | | $ | 58,670 | | | $ | 63,485 | | | $ | 73,437 | | | $ | 88,419 | |
| | | | | | | | | | | | | | | | | | | | |
# | Effective October 1, 2016, Investor Class, Service Class and Institutional Class were renamed Class N, Class I and Class Z, respectively. |
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 | The per share income distribution shown for the Class N, Class I and Class Z represents income derived primarily from foreign currency gains. (See Note 1(i) in the Notes to Financial Statements.) |
4 | Includes non-routine extraordinary expenses amounting to 0.026%, 0.023% and 0.026% of average net assets for the Class N, Class I and Class Z, respectively. |
5 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
39
Notes to Financial Statements
October 31, 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AMG Funds 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”), AMG FQ Long-Short Equity Fund (“Long-Short Equity”) (formerly AMG FQ U.S. Equity Fund) and AMG FQ Global Risk-Balanced Fund (“Global Risk-Balanced”), each a “Fund” and collectively, the “Funds.” Effective August 31, 2017, Long-Short Equity changed its investment strategy to invest primarily in long equity securities that the Subadviser believes will increase in value and short equity securities that the Subadviser believes will decrease in value.
Each Fund offers different classes of shares, which, effective October 1, 2016, were renamed. Both Tax-Managed and Long-Short Equity previously offered Investor Class and Institutional Class shares which were renamed to Class N and Class I, respectively, and Global Risk-Balanced previously offered Investor Class, Service Class and Institutional Class shares which were renamed to Class N, Class I and Class Z, respectively. Each class represents an interest in the same assets of the respective Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.
The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:
a. VALUATION OF INVESTMENTS
Equity securities, including securities sold short and option contracts, traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities and securities sold short traded in the over-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.
Fixed income securities purchased with a remaining maturity exceeding 60 days are valued at the evaluated bid price or the mean price provided by an authorized pricing service or, if an evaluated price is not available, by reference to other
securities which are considered comparable in credit rating, interest rate, due date and other features (generally referred to as “matrix pricing”) or other similar pricing methodologies.
Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.
Futures contracts for which market quotations are readily available are valued at the settlement price as of the close of the futures exchange.
The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (the “Investment Manager”) are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.
The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.
With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each individual price exceeds a pre-established confidence level.
U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring
40
Notes to Financial Statements (continued)
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, 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, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, fair valued securities with observable inputs)
Level 3 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)
Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.
b. SECURITY TRANSACTIONS
Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.
c. INVESTMENT INCOME AND EXPENSES
Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date, and if after the fact, as soon as the Funds become aware of the ex-dividend date. Dividends declared on short positions are recorded on the ex-date as dividend expense. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Upon notification from issuers, distributions received from a real estate investment trust (“REIT”) may be redesignated as a reduction of cost of investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trust and other trusts within the AMG Funds family of mutual funds (collectively the “AMG Funds Family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.
d. DIVIDENDS AND DISTRIBUTIONS
Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are primarily due to foreign currency transactions, redesignation of dividends paid, tax equalization utilized, reclass from capital gain to ordinary income, and capital loss carryforward utilized. Temporary differences are primarily due to wash sales, and mark-to-market of open futures and option contracts.
The tax character of distributions paid during the fiscal years ended October 31, 2017 and October 31, 2016 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Tax-Managed | | | Long-Short Equity | | | Global Risk-Balanced | |
Distributions paid from: | | 2017 | | | 2016 | | | 2017 | | | 2016 | | | 2017 | | | 2016 | |
Ordinary income | | $ | 898,009 | | | $ | 484,555 | | | $ | 463,754 | | | $ | 657,895 | | | $ | 1,063,762 | | | $ | 1,270,848 | |
Short-term capital gains | | | — | | | | — | | | | 764,459 | | | | — | | | | — | | | | — | |
Long-term capital gains | | | — | | | | — | | | | 2,258,672 | | | | 6,063,239 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 898,009 | | | $ | 484,555 | | | $ | 3,486,885 | | | $ | 6,721,134 | | | $ | 1,063,762 | | | $ | 1,270,848 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
41
Notes to Financial Statements (continued)
As of October 31, 2017, the components of distributable earnings (excluding unrealized appreciation/depreciation) on tax basis consisted of:
| | | | | | | | | | | | |
| | Tax-Managed | | | Long-Short Equity | | | Global Risk-Balanced | |
Capital loss carryforward | | | — | | | | — | | | | — | |
Undistributed ordinary income | | $ | 156,758 | | | | — | | | $ | 149,765 | |
Undistributed short-term capital gains | | | — | | | $ | 6,654,181 | | | | — | |
Undistributed long-term capital gains | | | 95,812 | | | | 2,584,430 | | | | — | |
Late-year loss deferral | | | — | | | | — | | | | — | |
At October 31, 2017, the approximate cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax were as follows:
| | | | | | | | | | | | | | | | |
Fund | | Cost | | | Appreciation | | | Depreciation | | | Net | |
Tax-Managed | | $ | 50,682,581 | | | $ | 23,486,466 | | | $ | (756,020 | ) | | $ | 22,730,446 | |
Long-Short Equity | | | 18,826,456 | | | | 2,330,234 | | | | (2,068,718 | ) | | | 261,516 | |
Global Risk-Balanced | | | 73,379,954 | | | | 2,022,378 | | | | (2,139,536 | ) | | | (117,158 | ) |
e. FEDERAL TAXES
Each Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.
Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.
Management has analyzed the Funds’ tax positions taken on federal income tax returns as of October 31, 2017, 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, Management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
Net capital losses incurred may be carried forward for an unlimited time period and retain their tax character as either short-term or long-term capital losses.
f. CAPITAL LOSS CARRYOVERS AND DEFERRALS
As of October 31, 2017, the Funds had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Funds incur capital losses for the fiscal year ended October 31, 2017, such amounts may be used to offset future realized capital gains, if any, for an unlimited time period.
For the fiscal year ended October 31, 2017, the following Funds utilized capital loss carryovers in the amount of:
| | | | | | | | |
| | Capital Loss Carryover Utilized | | | | |
Fund | | Short-Term | | | Long-Term | |
Tax-Managed | | $ | 10,052,545 | | | | — | |
Long-Short Equity | | | — | | | | — | |
Global Risk-Balanced | | $ | 6,275,352 | | | $ | 1,032,940 | |
g. CAPITAL STOCK
The Trust’s Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date.
42
Notes to Financial Statements (continued)
For the fiscal years ended October 31, 2017 and October 31, 2016, the capital stock transactions by class for the Funds were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Tax-Managed | | | Long-Short Equity | |
| | October 31, 2017 | | | October 31, 2016 | | | October 31, 2017 | | | October 31, 2016 | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | |
Class N: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 134,121 | | | $ | 3,486,138 | | | | 773,683 | | | $ | 18,647,674 | | | | 57,050 | | | $ | 953,326 | | | | 170,424 | | | $ | 2,644,172 | |
Reinvestment of distributions | | | 6,515 | | | | 169,637 | | | | 4,973 | | | | 118,866 | | | | 84,893 | | | | 1,381,070 | | | | 187,889 | | | | 2,929,401 | |
Cost of shares repurchased | | | (681,281 | ) | | | (18,444,807 | ) | | | (846,136 | ) | | | (19,908,285 | ) | | | (1,546,753 | ) | | | (26,281,313 | ) | | | (487,422 | ) | | | (7,577,438 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net decrease | | | (540,645 | ) | | $ | (14,789,032 | ) | | | (67,480 | ) | | $ | (1,141,745 | ) | | | (1,404,810 | ) | | $ | (23,946,917 | ) | | | (129,109 | ) | | $ | (2,003,865 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class I: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 405,824 | | | $ | 11,201,539 | | | | 453,344 | | | $ | 10,888,592 | | | | 83,845 | | | $ | 1,448,437 | | | | 12,902 | | | $ | 200,919 | |
Reinvestment of distributions | | | 25,709 | | | | 668,681 | | | | 13,960 | | | | 333,366 | | | | 125,527 | | | | 2,047,449 | | | | 240,195 | | | | 3,739,009 | |
Cost of shares repurchased | | | (614,676 | ) | | | (16,726,986 | ) | | | (564,521 | ) | | | (13,335,048 | ) | | | (329,885 | ) | | | (5,574,707 | ) | | | (221,153 | ) | | | (3,457,174 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (183,143 | ) | | $ | (4,856,766 | ) | | | (97,217 | ) | | $ | (2,113,090 | ) | | | (120,513 | ) | | $ | (2,078,821 | ) | | | 31,944 | | | $ | 482,754 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Global Risk-Balanced | |
| | October 31, 2017 | | | October 31, 2016 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Class N: | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 36,312 | | | $ | 515,087 | | | | 210,314 | | | $ | 2,989,647 | |
Reinvestment of distributions | | | 1,495 | | | | 20,489 | | | | 1,905 | | | | 23,635 | |
Cost of shares repurchased | | | (166,590 | ) | | | (2,325,265 | ) | | | (105,117 | ) | | | (1,408,008 | ) |
| | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (128,783 | ) | | $ | (1,789,689 | ) | | | 107,102 | | | $ | 1,605,274 | |
| | | | | | | | | | | | | | | | |
Class I: | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 147,896 | | | $ | 2,154,357 | | | | 479,120 | | | $ | 6,822,060 | |
Reinvestment of distributions | | | 8,435 | | | | 115,642 | | | | 2,428 | | | | 30,202 | |
Cost of shares repurchased | | | (583,215 | ) | | | (8,690,474 | ) | | | (91,854 | ) | | | (1,209,004 | ) |
| | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (426,884 | ) | | $ | (6,420,475 | ) | | | 389,694 | | | $ | 5,643,258 | |
| | | | | | | | | | | | | | | | |
Class Z: | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 81,379 | | | $ | 1,189,764 | | | | 77,330 | | | $ | 1,039,167 | |
Reinvestment of distributions | | | 66,271 | | | | 911,253 | | | | 95,727 | | | | 1,192,757 | |
Cost of shares repurchased | | | (575,434 | ) | | | (8,381,135 | ) | | | (845,740 | ) | | | (11,062,666 | ) |
| | | | | | | | | | | | | | | | |
Net decrease | | | (427,784 | ) | | $ | (6,280,118 | ) | | | (672,683 | ) | | $ | (8,830,742 | ) |
| | | | | | | | | | | | | | | | |
h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS
The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Funds participate on a pro rata basis with other clients of BNYM in its share of the underlying collateral under
such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Funds’ custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.
43
Notes to Financial Statements (continued)
At October 31, 2017, the market value of Repurchase Agreements outstanding for Tax-Managed, Long-Short Equity and Global Risk-Balanced were $774,183, $319,879 and $9,100,290, 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
Global Risk-Balanced 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 and 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 subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by 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.
Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. Effective October 1, 2016, the Funds’ investment management fees are paid at the following annual rate of each Fund’s respective average daily net assets:
| | | | |
Tax-Managed | | | 0.70 | % |
Long-Short Equity | | | 0.35 | % |
Global Risk-Balanced | | | 0.60 | % |
Prior to October 1, 2016, the annual rate for the investment management fees was 0.85%, 0.35% and 0.60% of each Fund’s average daily net assets of Tax-Managed, Long-Short Equity and Global Risk-Balanced, respectively.
The Investment Manager has contractually agreed, through at least March 1, 2018, to waive management fees and/or reimburse fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Tax-Managed, Long-Short Equity and Global Risk-Balanced to 0.89%, 0.69% and 0.89%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances. Prior to February 27, 2017, the expense cap was 0.79% of average daily net assets for Long-Short Equity. The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.
In general, for a period of up to 36 months, the Investment Manager may recover from each Fund fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount.
At October 31, 2017, the Funds’ expiration of recoupment is as follows:
| | | | | | | | | | | | |
Expiration Period | | Tax- Managed | | | Long-Short Equity | | | Global Risk- Balanced | |
Less than 1 year | | $ | 53,538 | | | $ | 14,022 | | | $ | 94,113 | |
Within 2 years | | | 100,980 | | | | 22,232 | | | | 98,848 | |
Within 3 years | | | 94,797 | | | | 38,180 | | | | 39,272 | |
| | | | | | | | | | | | |
Total Amount Subject to Recoupment | | $ | 249,315 | | | $ | 74,434 | | | $ | 232,233 | |
| | | | | | | | | | | | |
The Trust, on behalf of the Funds, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to each Fund. Effective October 1, 2016, each Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service. Prior to October 1, 2016, Long-Short Equity and Global Risk-Balanced paid an administration fee under a similar contract at an annual rate of 0.25% of the Fund’s average daily net assets while Tax-Managed did not pay an administration fee.
The Funds are distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who
44
Notes to Financial Statements (continued)
have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.
The Trust has adopted a distribution and service plan (the “Plan”) with respect to the Class N, 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 Class N shares.
For Class N and Class I shares of Long-Short Equity and Global Risk-Balanced, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to financial intermediaries, such as broker-dealers (including fund supermarket platforms), banks, any trust companies who provide shareholder recordkeeping, account servicing and other services. The Class N and Class I shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class’s average daily net assets as shown in the table below.
The impact on the annualized expense ratio for the fiscal year ended October 31, 2017, were as follows:
| | | | | | | | |
Fund | | Maximum Annual Amount Approved | | | Actual Amount Incurred | |
Long-Short Equity | | | | | | | | |
Class N | | | 0.10 | % | | | 0.05 | % |
Class I | | | 0.10 | % | | | 0.01 | % |
Global Risk-Balanced | | | | | | | | |
Class N* | | | 0.25 | % | | | 0.19 | % |
Class I | | | 0.15 | % | | | 0.10 | % |
* | Effective February 27, 2017, the maximum annual rate was decreased to 0.15% from 0.25%. |
The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds family. The Trustees of the Trust who are not affiliated with an Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.
The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the
Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the fiscal year ended October 31, 2017, Global Risk-Balanced lent a maximum of $1,770,342 for eighteen days earning interest of $745 and Long-Short Equity lent a maximum of $1,536,140 for two days earning interest of $132. The interest income amount is included in the Statement of Operations as interest income. Long-Short Equity borrowed a maximum of $1,043,172 for one day paying interest of $56. The interest expense amount is included in the Statement of Operations as miscellaneous expense. At October 31, 2017, the Funds had no interfund loans outstanding.
3. PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the fiscal year ended October 31, 2017, were as follows:
| | | | | | | | |
| | Long Term Securities | |
Fund | | Purchases | | | Sales | |
Tax-Managed | | $ | 56,310,793 | | | $ | 77,293,774 | |
Long-Short Equity | | | 83,355,728 | | | | 151,091,929 | |
Global Risk-Balanced | | | 12,299,076 | | | | 20,217,794 | |
The Funds had no purchases or sales of U.S. Government Obligations during the fiscal year ended October 31, 2017.
4. PORTFOLIO SECURITIES LOANED
The Funds participate in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.
At October 31, 2017, the value of the securities loaned and cash collateral received, were as follows:
| | | | | | | | |
Fund | | Securities Loaned | | | Cash Collateral Received | |
Tax-Managed | | $ | 761,953 | | | $ | 774,183 | |
Long-Short Equity | | | 316,645 | | | | 319,879 | |
Global Risk-Balanced | | | 8,896,815 | | | | 9,100,290 | |
45
Notes to Financial Statements (continued)
5. COMMITMENTS AND CONTINGENCIES
Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.
6. FORWARD COMMITMENTS
Certain transactions, such as futures and forward transactions may have a similar effect on a Fund’s net asset value as if a Fund had created a degree of leverage in its portfolio. However, if a Fund enters into such a transaction, a 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 certain Funds use derivative instruments, the credit risk and how derivative instruments affect the Funds’ financial position and results of operations and cash flows. The location and fair value amounts of these instruments on the Statement of Assets and Liabilities, and the realized gains and losses and changes in unrealized gains and losses on the Statement of Operations, each categorized by type of derivative contract, are included in a table at the end of the applicable Schedule of Portfolio Investments. For the fiscal year ended October 31, 2017, the average quarterly balances of derivative financial instruments outstanding were as follows:
| | | | | | | | |
| | Long-Short Equity Fund | | | Global Risk-Balanced Fund | |
Financial Futures Contracts | | | | | | | | |
Average number of contracts purchased | | | 45 | | | | 880 | |
Average notional value of contracts | | $ | 5,793,348 | | | $ | 67,917,230 | |
Options | | | | | | | | |
Average value of option contracts purchased | | $ | 173,650 | | | $ | 247,307 | |
Average value of option contracts written | | $ | 175,909 | | | $ | 339,584 | |
8. FUTURES CONTRACTS
Long-Short Equity entered into equity index futures contracts with the objective of maintaining exposure to equity stock markets while maintaining liquidity. Global Risk-Balanced entered into futures contracts, including futures contracts on fixed-income securities, interest rate futures contracts, foreign currency futures contracts and futures contracts on security indices (including broad-based security indices). Long-Short Equity and Global Risk-Balanced purchased and sold futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital shares transactions. There are certain risks associated with futures contracts. Prices may not move as expected or the Fund may not be able to close out the contract when it desires to do so, resulting in losses.
On entering into a futures contract, either cash or securities in an amount equal to a certain percentage of the contract value (initial margin) must be deposited with the futures broker. Subsequent variation margin payments are made or received by the Funds depending on the fluctuations in the value of the futures contract and the value of cash or securities on deposit with the futures broker. Variation margin is recorded as unrealized gains and losses. The Funds must have total value at the futures broker consisting of either net unrealized gains, cash or securities collateral to meet the initial margin requirement, and any value over the initial margin requirement may be transferred to the Funds. The Funds recognize a realized gain or loss when the contract is closed or expires equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures are valued at their quoted daily settlement prices. 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.
9. OPTIONS
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 purchased are recorded as an asset, while options written (sold) are recorded as liabilities. Long-Short 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.
10. 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
46
Notes to Financial Statements (continued)
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.
11. MARKET, CREDIT AND COUNTERPARTY RISKS
In the normal course of business, Global Risk-Balanced invests in securities and enters into transactions where risks exist due to market fluctuations and is 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 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.
12. SECURITIES SOLD SHORT AND DUE TO/FROM BROKERS
Long-Short Equity utilizes short sales as part of its overall portfolio management strategy. A short sale involves the sale of a security that is borrowed from a broker or other financial institution. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon closing a short sale. Short sales expose the Fund to the risk that it will be required to acquire, convert or exchange securities to replace the borrowed securities at a time when the securities sold short have appreciated in value, thus resulting in a loss to the Fund. The Fund must segregate liquid assets, or otherwise cover its position in a permissible manner. The Investment Manager determines the liquidity of assets, in accordance with procedures established by the Board. Cash segregated as collateral for short sales is shown in the Statement of Assets and Liabilities as segregated cash. Security positions segregated as collateral for short sales are included in unaffiliated investments at value in the Statement of Assets and Liabilities. Due to/from brokers represents cash balances on deposit with, or cash balances owed to the Prime Broker. When the Fund has cash balances on deposit with the Prime Broker, the Fund is subject to credit risk should the Prime Broker be unable to meet their obligations to the Fund; and when the Fund has cash balances owed to the Prime Broker, the amount is payable upon demand and the Fund must segregate liquid assets. The Fund has entered into a Special Custody and Pledge Agreement with the Prime Broker for securities sold short, which provides 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 a Special Custody and Pledge Agreement in the Statement of Assets and Liabilities. As of October 31, 2017, the value of securities sold short was $20,456,472 and the Fund had $20,338,141 of cash deposited with the Prime Broker and securities segregated as collateral worth $10,484,318.
13. MASTER NETTING AGREEMENTS
The Funds may enter into master netting agreements with their counterparties for the securities lending and short-sale programs, 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 and short sale transactions, see Note 4 and Note 12.
47
Notes to Financial Statements (continued)
| | | | | | | | | | | | | | | | |
| | | | | Gross Amount Not Offset in the Statement of Assets and Liabilities | | | | |
Fund | | Net Amounts of Assets Presented in the Statement of Assets and Liabilities | | | Financial Instruments Collateral | | | Cash Collateral Received | | | Net Amount | |
Tax-Managed | | | | | | | | | | | | | | | | |
Cantor Fitzgerald Securities, Inc. | | $ | 774,183 | | | $ | 774,183 | | | | — | | | | — | |
Long-Short Equity Fund | | | | | | | | | | | | | | | | |
Bank of Montreal | | $ | 319,879 | | | $ | 319,879 | | | | — | | | | — | |
Global Risk-Balanced | | | | | | | | | | | | | | | | |
Cantor Fitzgerald Securities, Inc. | | $ | 2,161,382 | | | $ | 2,161,382 | | | | — | | | | — | |
Daiwa Capital Markets America | | | 2,161,382 | | | | 2,161,382 | | | | — | | | | — | |
HSBC Securities USA, Inc. | | | 2,161,382 | | | | 2,161,382 | | | | — | | | | — | |
RBC Dominion Securities Inc. | | | 2,161,382 | | | | 2,161,382 | | | | — | | | | — | |
Royal Bank of Scotland PLC | | | 454,762 | | | | 454,762 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Totals | | $ | 9,100,290 | | | $ | 9,100,290 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
14. REGULATORY UPDATES
On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X, which sets forth the form and content of financial statements. Effective August 1, 2017, the Funds have adopted these amendments and noted no significant impact on the financial statements and accompanying notes.
15. SUBSEQUENT EVENTS
The Funds have determined that no material events or transactions occurred through the issuance date of the Funds’ financial statements, which require an additional disclosure in or adjustment of the Funds’ financial statements .
TAX INFORMATION (unaudited)
The AMG FQ Tax-Managed U.S. Equity, AMG FQ Long-Short Equity 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 2016/2017 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 Long-Short Equity and AMG FQ Global Risk-Balanced Funds each hereby designates $0, $4,358,797, and $0, respectively, as a capital gain distribution with respect to the taxable year ended October 31, 2017, or if subsequently determined to be different, the net capital gains of such fiscal year.
48
Report of Independent Registered Public Accounting Firm
TO THE BOARD OF TRUSTEES OF AMG FUNDS I AND SHAREHOLDERS OF THE AMG FQ TAX-MANAGED U.S. EQUITY FUND, AMG FQ LONG-SHORT EQUITY FUND (FORMERLY AMG FQ U.S. EQUITY FUND) AND AMGFQGLOBALRISK 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 position of the AMG FQ Tax-Managed U.S. Equity Fund, AMG FQ Long-Short Equity Fund (formerly AMG FQ U.S. Equity Fund) and AMG FQ Global Risk-Balanced Fund (the “Funds”) as of October 31, 2017, 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 as of October 31, 2017 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 27, 2017
49
AMG Funds
Trustees and Officers
The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and ages are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with companies that provide services to the Funds, and
review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830.
There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in
accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.
Independent Trustees
The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:
| | |
Number of Funds Overseen in Fund Complex | | Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee |
• Trustee since 2012 | | Bruce B. Bingham, 69 |
• Oversees 61 Funds in Fund Complex | | Partner, Hamilton Partners (real estate development firm) (1987-Present); Director of The Yacktman Funds (2000-2012). |
| |
• Trustee since 2000 | | Edward J. Kaier, 72 |
• Oversees 61 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 since 2013 | | Kurt A. Keilhacker, 54 |
• Oversees 63 Funds in Fund Complex | | Managing Member, TechFund Capital (1997-Present); Managing Member, TechFund Europe (2000-Present); Board Member, 6wind SA, (2002-Present); Managing Member, Elementum Ventures (2013-Present); Trustee, Gordon College (2001-2016). |
| |
• Trustee since 2000 | | Steven J. Paggioli, 67 |
• Oversees 61 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 (32 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008–Present). |
| |
• Trustee since 2013 | | Richard F. Powers III, 71 |
• Oversees 61 Funds in Fund Complex | | Adjunct Professor, U.S. Naval War College (2016); Adjunct Professor, Boston College (2010-2013); President and CEO of Van Kampen Investments Inc. (1998-2003). |
| |
• Independent Chairman | | Eric Rakowski, 59 |
• Trustee since 2000 • Oversees 63 Funds in Fund Complex | | Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc. (9 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio). |
| |
• Trustee since 2013 | | Victoria L. Sassine, 52 |
• Oversees 63 Funds in Fund Complex | | Lecturer, Babson College (2007 – Present). |
| |
• Trustee since 2000 | | Thomas R. Schneeweis, 70 |
• Oversees 61 Funds in Fund Complex | | Professor Emeritus, University of Massachusetts (2013-Present); Partner, S Capital Wealth Advisors (2015-Present); President, TRS Associates (1982-Present); Board Member, Chartered Alternative Investment Association (“CAIA”) (2002-Present); Director, CAIA Foundation (Education) (2010-Present); Director, Institute for Global Asset and Risk Management (Education) (2010-Present); Partner, S Capital Management, LLC (2007-2015); 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). |
50
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.
| | |
Number of Funds Overseen in Fund Complex | | Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee |
• Trustee since 2011 | | Christine C. Carsman, 65 |
• Oversees 63 Funds in Fund Complex | | Executive Vice President, Deputy General Counsel and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2017-Present); Director (2010-Present) and Chair of the Board of Directors (2015-Present), AMG Funds plc; Director of Harding, Loevner Funds, Inc. (9 portfolios); Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-2016); 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, Age, Principal Occupation(s) During Past 5 Years |
• President since 2014 | | Jeffrey T. Cerutti, 49 |
• Principal Executive Officer since 2014 • Chief Executive Officer since 2016 | | Chief Executive Officer, AMG Funds LLC (2014-Present); Director, President and Principal, AMG Distributors, Inc. (2014-Present); President and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2014-Present); Chief Executive Officer, President and Principal Executive Officer, AMG Funds IV, (2015-Present); Chief Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2016-Present); Chief Executive Officer, Aston Asset Management, LLC (2016); 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, 59 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 Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2007-Present); Chief Compliance Officer, AMG Funds IV (2016-Present); Chief Operating Officer and Chief Investment Officer, Aston Asset Management, LLC (2016); President and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2012-2014); Managing Partner, AMG Funds LLC (2007-2014); President, 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 2015 • Chief Legal Officer since 2015 | | Mark J. Duggan, 52 Senior Vice President and Senior Counsel, AMG Funds LLC (2015-Present); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2015-Present); Secretary and Chief Legal Officer, AMG Funds IV, (2015-Present); Attorney, K&L Gates, LLP (2009-2015). |
| |
• Chief Financial Officer since 2017 | | Thomas G. Disbrow, 51 Vice President, Mutual Fund Treasurer & CFO, AMG Funds, AMG Funds LLC (2017-Present); Chief Financial Officer, Principal Financial Officer, Treasurer and Principal Accounting Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Managing Director - Global Head of Traditional Funds Product Control, UBS Asset Management (Americas), Inc. (2015-2017); Managing Director - Head of North American Funds Treasury, UBS Asset Management (Americas), Inc. (2011-2015). |
• Treasurer since 2017 | |
• Principal Financial Officer since 2017 | |
• Principal Accounting Officer since 2017 | |
| |
• Deputy Treasurer since 2017 | | John A. Starace, 47 Director, Mutual Fund Accounting, AMG Funds LLC (2017-Present); Vice President, Deputy Treasurer of Mutual Funds Services, AMG Funds LLC (2014-Present); Deputy Treasurer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Vice President, Citi Hedge Fund Services (2010-2014); Audit Senior Manager (2005-2010) and Audit Manager (2001-2005), Deloitte & Touche LLP. |
| |
• Controller since 2017 | | Christopher R. Townsend, 50 Vice President, Business Finance, AMG Funds LLC (2017-Present); Head of Business Finance, AMG Funds LLC (2015-Present); Chief Financial Officer and Financial and Operations Principal, AMG Distributors, Inc. (2016-Present); Controller, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Treasurer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017); Chief Financial Officer, Aston Asset Management LLC (2016); Head of Finance and Accounting, Allianz Asset Management (2006-2015). |
| |
• Chief Compliance Officer since 2016 | | Gerald F. Dillenburg, 50 Vice President, Chief Compliance Officer AMG Funds, AMG Funds LLC (2017-Present); Chief Compliance Officer and Sarbanes Oxley Code of Ethics Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2016-Present); Chief Compliance Officer, AMG Funds IV (1996-Present); Sarbanes-Oxley Code of Ethics Compliance Officer, AMG Funds IV (2016-Present); Chief Compliance Officer, Aston Asset Management, LLC (2006-2016); Chief Operating Officer, Aston Funds (2003-2016); Secretary, Aston Funds (1996-2015); Chief Financial Officer, Aston Funds (1997-2010); Chief Financial Officer, Aston Asset Management, LLC (2006-2010); Treasurer, Aston Funds (1996-2010). |
51
AMG Funds
Trustees and Officers (continued)
| | |
Position(s) Held with Fund and Length of Time Served | | Name, Age, Principal Occupation(s) During Past 5 Years |
• Anti-Money Laundering | | Patrick J. Spellman, 43 |
• Compliance Officer since 2014 | | Vice President, Chief Compliance Officer, AMG Funds LLC (2017-Present); Senior Vice President, Chief Compliance Officer, AMG Funds LLC (2011-Present); Chief Compliance Officer, AMG Distributors, Inc., (2010-Present); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2014-Present); Anti-Money Laundering Officer, AMG Funds IV, (2016-Present); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011). |
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• Assistant Secretary since 2016 | | Maureen A. Meredith, 32 Director, Counsel, AMG Funds LLC (2017-Present); Vice President, Counsel, AMG Funds LLC (2015-Present); Assistant Secretary, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2016-Present); Associate, Ropes & Gray LLP (2011-2015); Law Fellow, Massachusetts Appleseed Center for Law and Justice (2010-2011). |
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• Assistant Secretary since 2016 | | Marc J. Peirce, 55 Director, Legal and Compliance, AMG Funds LLC (2017-Present); Vice President, Compliance Officer, AMG Funds LLC (2016-Present); Assistant Secretary, AMG Funds IV (2001-Present); Assistant Secretary, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2016-Present); Vice President, Aston Asset Management, LLC (1998-2016); Assistant Chief Compliance Officer, Aston Asset Management, LLC (2006-2016). |
52
Annual Renewal of Investment Management and Subadvisory Agreements
At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for each of AMG FQ U.S. Equity Fund, AMG FQ Tax-Managed U.S. Equity Fund and AMG FQ Global Risk-Balanced Fund (each, a “Fund,” and collectively, the “Funds”) and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 (collectively, the “Investment Management Agreements”) and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, with respect to each Fund (collectively, the “Subadvisory Agreements”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreements and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and the Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds for each Fund (each, a “Peer Group”), performance information for the relevant benchmark index for each Fund (each, a “Fund Benchmark”) and, as to all other matters, other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadviser under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management and Subadvisory Agreements; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.
NATURE, EXTENT AND QUALITY OF SERVICES
In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager
provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the performance of its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreements and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the Investment Manager’s oversight of the performance by the Subadviser 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 Agreements and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to each Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect to a Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trust in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board;
identifies potential successors to or replacements of the Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreements and applicable law. The Trustees noted the affiliation of the Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreements and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.
The Trustees also reviewed information relating to the Subadviser’s financial condition, operations and personnel and the investment philosophy, strategies and techniques (its “Investment Strategy”) used in managing each Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding the Subadviser’s organizational and management structure and the Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals at the Subadviser with portfolio management responsibility for the Funds, including the information set forth in each Fund’s prospectus and statement of additional information. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by the Subadviser in the past; (b) the qualifications and experience of the Subadviser’s personnel; and (c) the Subadviser’s compliance program. The Trustees also took into account the financial condition of the Subadviser with respect to its ability to provide the services required under each Subadvisory Agreement. The Trustees also considered the Subadviser’s risk management processes.
53
Annual Renewal of Investment Management and Subadvisory Agreements (continued)
PERFORMANCE
As noted above, the Board considered each Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about each Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board was mindful of the Investment Manager’s attention to monitoring the Subadviser’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.
With respect to AMG FQ U.S. Equity Fund, among other information related to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below the median performance of the Peer Group and below 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 underperformance and any actions being taken to address such performance. The Trustees also noted that Class I shares of the Fund ranked in the third quintile relative to its Peer Group for the 1-year period. The Trustees concluded that the Fund’s performance is being addressed. The Trustees also considered that the Fund’s investment strategy was in the process of being converted to a long-short equity strategy.
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 Class I shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, below, above and below, respectively, the median performance of the Peer Group and below 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 underperformance and any actions being taken to address such performance. The Trustees noted that Class I shares of the Fund ranked in the second quintile relative to its Peer Group for the 5-year period and in the third quintile relative to its Peer Group for the 10-year period. 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 Class Z shares (which share class has the earliest inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was above, above, above and below, respectively, the median performance of the Peer Group and above, above, below 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 its more recent improved performance relative to its Peer Group and Fund Benchmark. The Trustees also noted the fact that Class Z shares of the Fund ranked in the top decile relative to its Peer Group for the 1-year period and in the top quintile relative to its Peer Group for the 3-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 payable to the Investment Manager, the Trustees reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as Investment Manager and sponsor of the Funds and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered the various changes in management, administrative and
shareholder servicing fee rates that were implemented during the past year for the applicable Funds, noting that the Investment Manager provides administrative and shareholder services to the Funds pursuant to an Administration Agreement with the Funds. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to the Fund. The Trustees also noted any payments that were made from the Subadviser to the Investment Manager, and any other payments made or to be made from the Investment Manager to the Subadviser. The Trustees also considered management’s discussion of the current asset levels of the Funds, and the impact on profitability of both the current asset levels and any future growth of assets of the Funds.
In considering the cost of services to be provided by the Investment Manager under each Investment Management Agreement and the profitability to the Investment Manager of its relationship with the Funds, the Trustees noted the undertaking by the Investment Manager to maintain contractual expense limitations for the Funds. The Board also took into account management’s discussion of the advisory fee structure and, as noted above, the services the Investment Manager provides in performing its functions under each Investment Management Agreement and supervising the Subadviser. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fee at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.
In considering the reasonableness of the subadvisory fees payable by the Investment Manager to the Subadviser, the Trustees reviewed information regarding the cost of providing subadvisory services to each of the Funds and the resulting profitability to the Subadviser from these relationships. The Trustees noted that, because the Subadviser is an affiliate of the Investment Manager, a portion of the Subadviser’s revenues or profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took
54
Annual Renewal of Investment Management and Subadvisory Agreements (continued)
into account management’s discussion of the subadvisory fee structure, and the services the Subadviser provides in performing its functions under each Subadvisory Agreement. Based on the foregoing, the Trustees concluded that the profitability to the Subadviser is reasonable and that the Subadviser is not realizing material benefits from economies of scale that would warrant adjustments to the advisory or subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as a Fund’s assets increase over time, the Fund may realize other economies of scale to the extent the increase in assets is proportionally greater than the increase in certain other expenses.
With respect to AMG FQ U.S. Equity Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.69%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.
With respect to AMG FQ Tax-Managed U.S. Equity Fund, the Trustees noted that the Fund’s
management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were higher and lower, respectively, than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.89%. 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 Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.
With respect to AMG FQ Global Risk-Balanced Fund, the Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Fund’s Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.89%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser (which is an affiliate of the Investment
Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.
* * * *
After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding the Investment Management and Subadvisory Agreements: (a) the Investment Manager has demonstrated that it possesses the resources and capability to perform its duties under the Investment Management Agreements; (b) the Subadviser has the resources to perform its 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 Subadviser maintain appropriate compliance programs.
Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of each Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 28-29, 2017, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management and the Subadvisory Agreements for each Fund.
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INVESTMENT MANAGER AND ADMINISTRATOR
AMG FUNDS LLC
600 Steamboat Road, Suite 300 Greenwich, CT 06830
800.835.3879
DISTRIBUTOR
AMG Distributors, Inc.
600 Steamboat Road, Suite 300 Greenwich, CT 06830
800.835.3879
SUBADVISER
First Quadrant, L.P.
800 E. Colorado Boulevard, Suite 900 Pasadena, CA 91101
CUSTODIAN
The Bank of New York Mellon
111 Sanders Creek Parkway East
Syracuse, NY 13057
LEGAL COUNSEL
Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
TRANSFER AGENT
BNY Mellon Investment Servicing (US) Inc.
Attn: AMG Funds
P.O. Box 9769
Providence, RI 02940
800.548.4539
This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.
Current net asset values per share for each Fund are available on the Funds’ website at 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 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 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 sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1.800.SEC.0330. To review a complete list of the Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit amgfunds.com.
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AFFILIATE SUBADVISED FUNDS
BALANCED FUNDS
AMG Chicago Equity Partners Balanced
Chicago Equity Partners, LLC
AMG FQ Global Risk-Balanced
First Quadrant, L.P.
EQUITY FUNDS
AMG Chicago Equity Partners Small Cap Value
Chicago Equity Partners, LLC
AMG FQ Tax-Managed U.S. Equity AMG FQ Long-Short Equity
First Quadrant, L.P.
AMG Frontier Small Cap Growth
Frontier Capital Management Company, LLC
AMG GW&K Small Cap Core
AMG GW&K Small/Mid Cap
AMG GW&K U.S. Small Cap Growth
GW&K Investment Management, LLC
AMG Renaissance International Equity AMG Renaissance Large Cap Growth
The Renaissance Group LLC
AMG River Road Dividend All Cap Value
AMG River Road Dividend All Cap Value II
AMG River Road Focused Absolute Value
AMG River Road Long-Short
AMG River Road Small-Mid Cap Value AMG River Road Small Cap Value
River Road Asset Management, LLC
AMG SouthernSun Small Cap
AMG SouthernSun Global
Opportunities
AMG SouthernSun U.S. Equity
SouthernSun Asset Management, LLC
AMG Systematic Mid Cap Value
Systematic Financial Management, L.P.
AMG TimesSquare Emerging Markets Small Cap
AMG TimesSquare International Small Cap
AMG TimesSquare Mid Cap Growth AMG TimesSquare Small Cap Growth
TimesSquare Capital Management, LLC
AMG Trilogy Emerging Markets Equity AMG Trilogy Emerging Wealth Equity
Trilogy Global Advisors, L.P.
AMG Yacktman
AMG Yacktman Focused
AMG Yacktman Focused Fund - Security Selection Only
AMG Yacktman Special Opportunities
Yacktman Asset Management LP
FIXED INCOME FUNDS
AMG GW&K Core Bond
AMG GW&K Enhanced Core Bond
AMG GW&K Municipal Bond
AMG GW&K Municipal Enhanced Yield
GW&K Investment Management, LLC
OPEN-ARCHITECTURE FUNDS
ALTERNATIVE FUNDS
AMG Managers Lake Partners LASSO Alternative
Lake Partners, Inc.
BALANCED FUNDS
AMG Managers Montag & Caldwell Balanced
Montag & Caldwell, LLC
EQUITY FUNDS
AMG Managers Brandywine
AMG Managers Brandywine Advisors Mid Cap Growth
AMG Managers Brandywine Blue Friess Associates, LLC
AMG Managers Cadence Emerging Companies
AMG Managers Cadence Mid Cap Cadence Capital Management, LLC
AMG Managers Center Square Real Estate
CenterSquare Investment Management, Inc.
AMG Managers Emerging Opportunities
Lord, Abbett& Co. LLC
WEDGE Capital Management L.L.P.
Next Century Growth Investors LLC
RBC Global Asset Management (U.S.) Inc.
AMG Managers Essex Small/Micro Cap Growth
Essex Investment Management Co., LLC
AMG Managers Fairpointe ESG Equity
AMG Managers Fairpointe Mid Cap
Fairpointe Capital LLC
AMG Managers Guardian Capital Global Dividend
Guardian Capital LP
AMG Managers LMCG Small Cap Growth
LMCG Investments, LLC
AMG Managers Montag & Caldwell Growth
AMG Managers Montag & Caldwell Mid Cap Growth
Montag & Caldwell, LLC
AMG Managers Pictet International
Pictet Asset Management Limited
AMG Managers Silvercrest Small Cap
Silvercrest Asset Management Group LLC
AMG Managers Skyline Special Equities
Skyline Asset Management, L.P.
AMG Managers Special Equity
Ranger Investment Management, L.P. Lord, Abbett & Co. LLC
Smith Asset Management Group, L.P. Federated MDTA LLC
AMG Managers Value Partners Asia Dividend
Value Partners Hong Kong Limited
FIXED INCOME FUNDS
AMG Managers Amundi Intermediate Government
AMG Managers Amundi Short Duration Government
Amundi Smith Breeden LLC
AMG Managers Doubleline Core Plus Bond
DoubleLine Capital LP
AMG Managers Global Income Opportunity
AMG Managers Loomis Sayles Bond
Loomis, Sayles & Co., L.P.
| | |
103117 AR014 | | | amgfunds.com |
| | |
| | ANNUAL REPORT |
AMG Funds
October 31, 2017
AMG Frontier Small Cap Growth Fund
Class N: MSSVX | Class I: MSSCX | Class Z: MSSYX
AMG Managers Emerging Opportunities Fund
Class N: MMCFX | Class I: MIMFX
AMG Managers CenterSquare Real Estate Fund
Class N: MRESX | Class I: MRASX | Class Z: MREZX
AMG GW&K Core Bond Fund
Class N: MBGVX | Class I: MBDFX | Class Z: MBDLX
| | |
amgfunds.com | | | 103117 AR022 |
AMG Funds
Annual Report—October 31, 2017
| | | | |
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 Managers Emerging Opportunities Fund | | | 11 | |
AMG Managers CenterSquare Real Estate Fund | | | 21 | |
AMG GW&K Core Bond Fund | | | 26 | |
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FINANCIAL STATEMENTS | | | | |
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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 Statements | | | 48 | |
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 | | | 57 | |
| |
TRUSTEES AND OFFICERS | | | 58 | |
| |
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.
| | |
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DEAR SHAREHOLDER:
The last 12 months was a strong period for equity markets as the health of the global economy improved amid an environment of low volatility and higher returns. The S&P 500® Index, a widely followed barometer of the U.S. equity market, returned 23.63% during the fiscal year ended October 31, 2017. Small cap stocks performed even better with a 27.85% return for the small cap Russell 2000® Index.
Following the surprising U.S. presidential election results last November, interest rates spiked and pro-cyclical sectors rallied, especially financials, as the new administration’s plans for tax reform and increased fiscal spending drove a reflationary theme of stronger future economic growth. Equity market volatility fell to historic lows during the year while major indexes notched record highs. The rally in pro-cyclicals ebbed and flowed at times as investors assessed the Trump administration’s ability to enact pro-growth tax reform and infrastructure spending. Later in the year, elevated geopolitical tensions from saber-rattling in North Korea and devastation from three major hurricanes did not disrupt the equity bull market. In September, the S&P 500 Index marked eight straight quarters of positive returns and has not seen a pullback greater than 5% since the summer of 2016.
In total, all but one sector of the S&P 500 Index was positive during the last 12 months; however, there was significant dispersion in performance across sectors. Information technology and financials stocks led the Index with returns of 38.99% and 37.06%, respectively, while companies within the energy and telecommunication services sectors were the laggards with returns of 2.60% and -1.37%, respectively. International stock performance significantly improved from the prior year with a return of 23.64%, as measured by the MSCI All Country World ex-USA Index. The U.S. Dollar weakened during the year, providing a boost for international investments in Dollar terms. Additionally, emerging markets equities outperformed developed markets, as the MSCI Emerging Markets Index returned 26.45% for the year, compared with a 23.44% return for the developed market MSCI EAFE Index.
The U.S. bond market produced slightly positive returns for the year, as measured by the 0.90% return for the Bloomberg Barclays U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance. Interest rates spiked following the presidential election leading to price declines for most bonds. Returns improved as interest rates generally fell through the spring and summer. Overall, 10-year U.S. Treasury Notes rose 54 basis points during the year to end at a yield of 2.38%. The U.S. Federal Reserve (the Fed) continued to normalize interest rates by hiking the federal funds rate three times and signaled further tightening in the future through benchmark interest rate increases and the gradual reduction of its massive balance sheet. Bond investors willing to accept more credit risk were rewarded with higher returns as high yield bonds performed strongly and credit spreads tightened. The Bloomberg Barclays U.S. Corporate High Yield Index ended the period with an 8.92% return.
AMG Funds appreciates the privilege of providing investment tools to you and your clients. Our foremost goal is to provide investment solutions that help our shareholders successfully reach their long-term investment goals. By partnering with AMG’s affiliated investment boutiques, AMG Funds provides access to a distinctive array of actively managed return-oriented investment strategies. Additionally, we oversee and distribute a number of complementary open-architecture 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,
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Jeffery Cerutti
President
AMG Funds
| | | | | | | | | | | | | | |
Average Annual Total Returns | | Periods ended October 31, 2017* | |
Stocks: | | | | 1 Year | | | 3 Years | | | 5 Years | |
Large Caps | | (S&P 500 Index) | | | 23.63 | % | | | 10.77 | % | | | 15.18 | % |
Small Caps | | (Russell 2000® Index) | | | 27.85 | % | | | 10.12 | % | | | 14.49 | % |
International | | (MSCI All Country World ex-USA Index) | | | 23.64 | % | | | 5.71 | % | | | 7.29 | % |
Bonds: | | | | | | | | | | | |
Investment Grade | | (Bloomberg Barclays U.S. Aggregate Bond Index) | | | 0.90 | % | | | 2.40 | % | | | 2.04 | % |
High Yield | | (Bloomberg Barclays U.S. Corporate High Yield Index) | | | 8.92 | % | | | 5.56 | % | | | 6.27 | % |
Tax-exempt | | (Bloomberg Barclays U.S. Municipal Bond Index) | | | 2.19 | % | | | 3.04 | % | | | 3.00 | % |
Treasury Bills | | (ICE BofA Merrill Lynch 6-Month U.S. Treasury Bill Index) | | | 0.84 | % | | | 0.56 | % | | | 0.40 | % |
* | Source: Factset. Past performance is no guarantee of future results. |
2
About Your Fund’s Expenses
As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.
ACTUAL EXPENSES
The first line of the following table provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
| | | | | | | | | | | | | | | | |
| | | | | Beginning Account Value 05/01/17 | | | Ending Account Value 10/31/17 | | | Expenses Paid During the Period* | |
| | Expense Ratio for the Period | | | | |
| | | | |
Six Months Ended October 31, 2017 | | | | |
AMG Frontier Small Cap Growth Fund | | | | | | | | | |
Based on Actual Fund Return | | | | | | | | | |
Class N | | | 1.35 | % | | $ | 1,000 | | | $ | 1,114 | | | $ | 7.19 | |
Class I | | | 1.10 | % | | $ | 1,000 | | | $ | 1,115 | | | $ | 5.86 | |
Class Z | | | .95 | % | | $ | 1,000 | | | $ | 1,117 | | | $ | 5.07 | |
Based on Hypothetical 5% Annual Return | | | | | | | | | |
Class N | | | 1.35 | % | | $ | 1,000 | | | $ | 1,018 | | | $ | 6.87 | |
Class I | | | 1.10 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 5.60 | |
Class Z | | | .95 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 4.84 | |
AMG Managers Emerging Opportunities Fund | | | | | |
Based on Actual Fund Return | | | | | | | | | |
Class N | | | 1.43 | % | | $ | 1,000 | | | $ | 1,155 | | | $ | 7.77 | |
Class I | | | 1.18 | % | | $ | 1,000 | | | $ | 1,156 | | | $ | 6.41 | |
Based on Hypothetical 5% Annual Return | | | | | | | | | |
Class N | | | 1.43 | % | | $ | 1,000 | | | $ | 1,018 | | | $ | 7.27 | |
Class I | | | 1.18 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 6.01 | |
AMG Managers CenterSquare Real Estate Fund | | | | | |
Based on Actual Fund Return | | | | | | | | | | | | | |
Class N | | | 1.10 | % | | $ | 1,000 | | | $ | 1,018 | | | $ | 5.59 | |
Class I | | | .96 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 4.88 | |
Class Z | | | .85 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 4.33 | |
Based on Hypothetical 5% Annual Return | | | | | | | | | |
Class N | | | 1.10 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 5.60 | |
Class I | | | .96 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 4.89 | |
Class Z | | | .85 | % | | $ | 1,000 | | | $ | 1,021 | | | $ | 4.33 | |
AMG GW&K Core Bond Fund | | | | | | | | | |
Based on Actual Fund Return | | | | | | | | | |
Class N | | | .88 | % | | $ | 1,000 | | | $ | 1,017 | | | $ | 4.47 | |
Class I | | | .54 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 2.75 | |
Class Z | | | .48 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 2.44 | |
Based on Hypothetical 5% Annual Return | | | | | | | | | |
Class N | | | .88 | % | | $ | 1,000 | | | $ | 1,021 | | | $ | 4.48 | |
Class I | | | .54 | % | | $ | 1,000 | | | $ | 1,022 | | | $ | 2.75 | |
Class Z | | | .48 | % | | $ | 1,000 | | | $ | 1,023 | | | $ | 2.45 | |
* | 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. |
3
AMG Frontier Small Cap Growth Fund
Portfolio Manager’s Comments (unaudited)
THE SUBADVISOR
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 (the “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, 2017, the AMG Frontier Small Cap Growth Fund (Class I) returned 29.22%, compared with the Russell 2000® Growth Index, which returned 31.00%.
U.S. equities posted strong returns for the fiscal year ending October 31, 2017. Small caps outperformed large caps as the Russell 2000® rose 27.9% versus the
23.7% gain of the large cap Russell 1000®. From a style perspective, growth led the small cap segment as the Russell 2000® Growth rose 31.0%. For the period, the Fund trailed the Index.
Our top relative contributing sector was consumer discretionary, up 38%, compared to the 24% return of the index. Our top investment in the sector was online education curriculum provider 2U, Inc., up
83%. The company has the dominant position in the software-as-a-service market for providing online graduate degrees and is working with several premier higher education institutions including Yale, Northwestern, Syracuse and USC. 2U’s revenue grew 35% in the calendar third quarter and management hosted a very upbeat analyst meeting highlighting many years of future predictable growth through adding new degrees and partner institutions. Meritor, a manufacturer of commercial truck axles and other components, appreciated 153% reflecting increased investor confidence in the company’s substantial earnings power. New management has taken the necessary steps to unleash the earnings potential over the last several years and thus far the strategy is working. Competitor Dana Incorporated appreciated 99% for many of the same reasons and was also a strong contributor to sector performance. Lastly, our portfolio benefited from the 70% gain of Mobileye, the leader in autonomous driving technology. After strong fundamental and stock performance, the company was acquired by Intel for a 33% premium to its prior closing price.
Health care was our strongest contributing sector rising 50% versus the 38% gain for the index. Our health care results were driven by returns from our biotech holdings, up 96%, substantially outpacing the 52% return of the index. Kite Pharma, a leader in the burgeoning field of immune system based therapies, was the largest gainer rising 302%. Kite’s significant stock price increase started with the release of six month data from its non-Hodgkin lymphoma trial that illustrated continued cancer-free results for patients, consistent with earlier trials. This duration combined with the safety profile ensured investors that an FDA approval would be forthcoming. The stock continued its ascent largely driven by investor enthusiasm and culminated with a final large spike on the news that Gilead would acquire the company at a valuation of $12 billion. We purchased Kite stock on its IPO debut and held the stock for the subsequent three years. Alnylam Pharmaceuticals rose 162% following the release of stellar data from its phase 3 drug trial for hereditary amyloidosis, a rare disease caused by protein accumulation in the body leading to nerve and organ damage. We expect Alnylam’s drug to become the standard of care in what should be a multi-billion dollar market. bluebird bio, an emerging leader in the field of gene therapy, rose 191% as the stock benefited from continued positive data from its trials for two blood disorders, Beta thalassemia and sickle cell disease, as well as the FDA’s approval of a drug from Novartis which validated its type of
immuno-oncology therapy for the treatment of cancer. Lastly, PTC Therapeutics, up 202%, rose on the news that the FDA granted the company an Advisory Committee meeting with regard to its Duchenne muscular dystrophy drug. Last year, the stock took a significant hit when the FDA refused to review the drug’s filing so this is a meaningful change and a positive step in a long approval process. Top detractors in the health care sector included DexCom, Inc., Intrexon Corp, and Envision Healthcare Corp., down 43%, 37% and 29%, respectively. We remain underweight health care and more specifically the biotech and pharma areas where most small companies lack an FDA approved drug and are in early stages of drug trials.
The largest drag to relative performance was producer durables, where our 23% return trailed the 32% gain of the sector. The biggest detractor was Aqua Metals, a company with a novel technology to recycle lead acid batteries. The stock declined 77% as investors became concerned with cost overruns associated with ramping their first manufacturing facility in light of the company’s modest cash position. We had a small position in the portfolio and sold the stock. Concerns over industry capacity additions as well as the impact of recent hurricanes pressured JetBlue Airways, down 8%. We view the company as a secular share gainer with a superior customer experience. Additionally, JetBlue’s margins are depressed relative to peers and there is a large opportunity to cut non-labor costs and boost earnings to approximately $3 per share, making its $19 share price attractive. We continue to hold our position and note the company would be a major beneficiary of potential corporate tax reform.
The technology sector, where we have an overweight position, also detracted from relative performance as our 22% return lagged the benchmark, up 35%. The vast majority of our underperformance was
attributable to our positions in Xperi, down 37%, and Synchronoss, down 65%. Xperi owns a vast array of intellectual property for semiconductor packaging. The company has license contracts with all the major dynamic random-access memory manufacturers and several other semiconductor companies that normally results in consistent recurring royalty payments. Unfortunately, Samsung’s contract expired before a new arrangement could be reached. Although this is disappointing news, Samsung continues to use Xperi patents and is likely to increase its usage in future products. Over the past six months Xperi received two favorable court rulings that will benefit their negotiations with customers. The company won a
4
AMG Frontier Small Cap Growth Fund
Portfolio Manager’s Comments (continued)
significant patent infringement case in Germany against Broadcom and the U.S. Patent Office’s Trial and Appeal board ruled favorably on the validity of several Xperi patents. These wins significantly improve Xperi’s negotiating leverage with Samsung and it should be a matter of time before a new contract is signed. Additionally, we believe that Broadcom will likely become a new large royalty-paying customer this year. Xperi generates significant free cash flow from royalty payments and after the recent correction the stock trades at about ten times our 2018 earnings estimate. Synchronoss, a software-as-a-service company, announced a surprisingly large acquisition that was shunned by investors who struggled to understand the strategic rationale. We agreed and sold our position in the stock.
Looking forward, we remain constructive on the economy as it appears that the Federal Reserve is embarking on policy normalization without
negatively impacting GDP growth. Enhancing investor sentiment is the outlook for corporate tax reform and the impact lower tax rates will have on earnings per share, especially for smaller, more domestically oriented businesses. This is occurring while the U.S. economy appears to be gaining strength. For example, the Institute for Supply Management reported last month that manufacturing activity in the U.S. reached a 13-year high in September. The non-manufacturing (services) ISM index also suggested economic strength, with a reading of 59.8, up 4.5 points from August and the highest measurement since 2005. While geopolitical risks dominate the headlines, investors seem to be more focused on these bullish economic reports, low interest rates, and the potential for meaningful tax cuts. In this environment
we continue to focus on investing in companies that have strong secular appeal, are share gainers in growth markets and have initiatives to augment shareholder returns via management specific actions. We continue to be impressed with the innovation being developed by small cap companies, particularly in the technology and health care sectors. Our research team continues to find many such appealing opportunities while remaining disciplined to our growth at a reasonable price process.
The views expressed represent the opinions of Frontier Capital Management Co. LLC as of October 31, 2017, and are not intended as a forecast or guarantee of future results, and are subject to change without notice.
5
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 graph compares a hypothetical $10,000 investment made in the Fund’s Class I shares on October 31, 2007, 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.
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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, 2017.
| | | | | | | | | | | | | | | | | | | | |
Average Annual Total Returns1 | | One Year | | | Five Years | | | Ten Years | | | Since Inception | | | Inception Date | |
AMG Frontier Small Cap Growth Fund2,3,4 | | | | | | | | | |
Class N | | | 28.82 | % | | | 12.64 | % | | | — | | | | 11.41 | % | | | 01/01/10 | |
Class I | | | 29.22 | % | | | 12.95 | % | | | 6.89 | % | | | 7.59 | % | | | 09/24/97 | |
Class Z | | | 29.42 | % | | | 13.21 | % | | | — | | | | 11.94 | % | | | 01/01/10 | |
Russell 2000® Growth Index5 | | | 31.00 | % | | | 15.36 | % | | | 8.16 | % | | | 6.14 | % | | | 09/24/97 | † |
The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.
Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.835.3879 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.
Distributed by AMG Distributors, Inc., member FINRA/SIPC.
† | Date reflects inception date of the Fund, not the index. |
1 | Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2017. All returns are in U.S. dollars ($). |
2 | From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns. |
3 | The Fund is subject to 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. |
4 | 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. |
5 | The Russell 2000® Growth Index measures the performance of the Russell 2000 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 trademark of the London Stock Exchange Group companies.
Not FDIC insured, nor bank guaranteed. May lose value.
6
AMG Frontier Small Cap Growth Fund
Fund Snapshots (unaudited)
October 31, 2017
PORTFOLIO BREAKDOWN
| | | | |
| | % of | |
Sector | | Net Assets | |
Information Technology | | | 36.5 | |
Health Care | | | 18.9 | |
Industrials | | | 18.1 | |
Consumer Discretionary | | | 7.5 | |
Financials | | | 5.3 | |
Materials | | | 5.0 | |
Energy | | | 2.5 | |
Real Estate | | | 2.1 | |
Utilities | | | 0.7 | |
Telecommunication Services | | | 0.1 | |
Other Assets Less Liabilities | | | 3.3 | |
TOP TEN HOLDINGS
| | | | |
| | % of | |
Security Name | | Net Assets | |
Semtech Corp. | | | 2.7 | |
2U, Inc. | | | 2.7 | |
KAR Auction Services, Inc. | | | 2.5 | |
Allegheny Technologies, Inc. | | | 2.2 | |
Euronet Worldwide, Inc. | | | 2.2 | |
Monolithic Power Systems, Inc. | | | 2.1 | |
Benefitfocus, Inc. | | | 2.1 | |
LKQ Corp. | | | 1.9 | |
Granite Construction, Inc. | | | 1.8 | |
Novocure, Ltd. | | | 1.7 | |
| | | | |
Top Ten as a Group | | | 21.9 | |
| | | | |
Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.
Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.
7
AMG Frontier Small Cap Growth Fund
Schedule of Portfolio Investments
October 31, 2017
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks - 96.7% | | | | | | | | |
Consumer Discretionary - 7.5% | | | | | |
Boot Barn Holdings, Inc.* | | | 8,080 | | | $ | 66,498 | |
Burlington Stores, Inc.* | | | 103 | | | | 9,671 | |
Chuy’s Holdings, Inc.* | | | 3,186 | | | | 71,685 | |
Dana, Inc. | | | 7,486 | | | | 228,248 | |
Deckers Outdoor Corp.* | | | 1,724 | | | | 117,646 | |
Express, Inc.* | | | 10,875 | | | | 73,624 | |
IMAX Corp. (Canada)* | | | 774 | | | | 18,769 | |
LGI Homes, Inc.*,1 | | | 1,277 | | | | 77,041 | |
Libbey, Inc. | | | 604 | | | | 4,131 | |
LKQ Corp.* | | | 9,620 | | | | 362,578 | |
Planet Fitness, Inc., Class A | | | 10,323 | | | | 275,005 | |
Tailored Brands, Inc. | | | 5,206 | | | | 80,433 | |
Total Consumer Discretionary | | | | | | | 1,385,329 | |
Energy - 2.5% | | | | | | | | |
Carrizo Oil & Gas, Inc.*,1 | | | 8,056 | | | | 142,511 | |
GasLog, Ltd. (Monaco)1 | | | 8,394 | | | | 144,796 | |
SM Energy Co.1 | | | 7,937 | | | | 169,296 | |
Total Energy | | | | | | | 456,603 | |
Financials - 5.3% | | | | | | | | |
Argo Group International Holdings, Ltd. (Bermuda) | | | 4,066 | | | | 255,955 | |
Greenhill & Co., Inc. | | | 5,148 | | | | 94,208 | |
James River Group Holdings, Ltd. (Bermuda) | | | 5,326 | | | | 225,396 | |
Raymond James Financial, Inc. | | | 427 | | | | 36,201 | |
Signature Bank/New York NY* | | | 1,150 | | | | 149,512 | |
Webster Financial Corp.1 | | | 4,137 | | | | 227,494 | |
Total Financials | | | | | | | 988,766 | |
Health Care - 18.9% | | | | | | | | |
ABIOMED, Inc.* | | | 1,054 | | | | 203,338 | |
Acadia Healthcare Co., Inc.*,1 | | | 3,865 | | | | 121,206 | |
ACADIA Pharmaceuticals, Inc.*,1 | | | 6,113 | | | | 212,916 | |
Alkermes PLC (Ireland)*,1 | | | 1,059 | | | | 51,637 | |
Alnylam Pharmaceuticals, Inc.* | | | 667 | | | | 81,267 | |
Bioverativ, Inc.* | | | 4,605 | | | | 260,183 | |
Bluebird Bio, Inc.* | | | 765 | | | | 106,412 | |
Celldex Therapeutics, Inc.* | | | 1,509 | | | | 3,682 | |
Clovis Oncology, Inc.* | | | 3,396 | | | | 255,957 | |
DexCom, Inc.*,1 | | | 1,664 | | | | 74,830 | |
Envision Healthcare Corp.* | | | 3,880 | | | | 165,288 | |
Exact Sciences Corp.*,1 | | | 4,274 | | | | 235,027 | |
Insulet Corp.* | | | 5,003 | | | | 294,226 | |
| | | | | | | | |
| | Shares | | | Value | |
Intrexon Corp.*,1 | | | 1,580 | | | $ | 25,833 | |
Ionis Pharmaceuticals, Inc.*,1 | | | 1,202 | | | | 68,646 | |
Medidata Solutions, Inc.* | | | 817 | | | | 61,463 | |
Merit Medical Systems, Inc.* | | | 6,258 | | | | 238,117 | |
Molina Healthcare, Inc.*,1 | | | 2,475 | | | | 167,879 | |
Nevro Corp.* | | | 2,766 | | | | 242,246 | |
Novocure, Ltd. (Jersey)*,1 | | | 14,310 | | | | 309,096 | |
Penumbra, Inc.* | | | 809 | | | | 81,345 | |
PTC Therapeutics, Inc.* | | | 4,219 | | | | 79,064 | |
STERIS PLC (United Kingdom) | | | 1,855 | | | | 173,127 | |
Total Health Care | | | | | | | 3,512,785 | |
Industrials - 18.1% | | | | | | | | |
American Woodmark Corp.* | | | 955 | | | | 92,253 | |
AO Smith Corp. | | | 2,998 | | | | 177,482 | |
Beacon Roofing Supply, Inc.* | | | 3,758 | | | | 208,231 | |
BMC Stock Holdings, Inc.* | | | 9,039 | | | | 193,887 | |
Caesarstone, Ltd. (Israel)*,1 | | | 4,564 | | | | 129,161 | |
Granite Construction, Inc. | | | 5,196 | | | | 330,933 | |
JetBlue Airways Corp.* | | | 13,697 | | | | 262,298 | |
KAR Auction Services, Inc. | | | 9,708 | | | | 459,480 | |
Knight-Swift Transportation Holdings, Inc.* | | | 2,316 | | | | 95,998 | |
MasTec, Inc.* | | | 6,314 | | | | 274,975 | |
Meritor, Inc.* | | | 8,961 | | | | 233,076 | |
TransUnion * | | | 5,527 | | | | 290,112 | |
Tutor Perini Corp.*,1 | | | 9,272 | | | | 261,470 | |
Watsco, Inc. | | | 1,478 | | | | 246,190 | |
Welbilt, Inc.*,1 | | | 2,103 | | | | 46,392 | |
Wesco Aircraft Holdings, Inc.* | | | 6,686 | | | | 60,508 | |
Total Industrials | | | | | | | 3,362,446 | |
Information Technology - 36.5% | | | | | | | | |
2U, Inc.*,1 | | | 7,743 | | | | 492,687 | |
Benefitfocus, Inc.*,1 | | | 14,017 | | | | 384,066 | |
Blackhawk Network Holdings, Inc.* | | | 838 | | | | 28,450 | |
Box, Inc., Class A*,1 | | | 12,009 | | | | 263,598 | |
Callidus Software, Inc.* | | | 10,143 | | | | 257,125 | |
Conduent, Inc.* | | | 18,098 | | | | 280,157 | |
Coupa Software, Inc.* | | | 2,541 | | | | 88,300 | |
Ellie Mae, Inc.*,1 | | | 108 | | | | 9,715 | |
Euronet Worldwide, Inc.* | | | 4,217 | | | | 407,531 | |
FireEye, Inc.*,1 | | | 8,858 | | | | 149,877 | |
Fortinet, Inc.* | | | 945 | | | | 37,242 | |
HubSpot, Inc.*,1 | | | 3,162 | | | | 273,671 | |
The accompanying notes are an integral part of these financial statements.
8
AMG Frontier Small Cap Growth Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Information Technology - 36.5% | | | | | | | | |
(continued) | | | | | | | | |
Inphi Corp.*,1 | | | 4,697 | | | $ | 192,483 | |
Jack Henry & Associates, Inc. | | | 1,408 | | | | 155,063 | |
Leidos Holdings, Inc. | | | 3,254 | | | | 203,440 | |
LogMeIn, Inc. | | | 677 | | | | 81,951 | |
MACOM Technology Solutions Holdings, Inc.*,1 | | | 4,607 | | | | 188,334 | |
Mimecast, Ltd.* | | | 6,574 | | | | 208,987 | |
MongoDB, Inc.*,1 | | | 3,004 | | | | 91,562 | |
Monolithic Power Systems, Inc. | | | 3,244 | | | | 394,697 | |
MuleSoft, Inc., Class A*,1 | | | 4,674 | | | | 109,325 | |
New Relic, Inc.* | | | 3,208 | | | | 164,667 | |
Nutanix, Inc., Class A*,1 | | | 8,553 | | | | 243,761 | |
Qorvo, Inc.* | | | 3,448 | | | | 261,393 | |
Rapid7, Inc.* | | | 8,003 | | | | 144,694 | |
RealPage, Inc.* | | | 4,076 | | | | 176,491 | |
RingCentral, Inc., Class A*,1 | | | 898 | | | | 37,851 | |
Semtech Corp.* | | | 12,329 | | | | 506,105 | |
TiVo Corp. | | | 978 | | | | 17,751 | |
The Trade Desk, Inc., Class A*,1 | | | 420 | | | | 27,686 | |
Twilio, Inc., Class A*,1 | | | 6,397 | | | | 204,384 | |
Wix.com, Ltd. (Israel)* | | | 3,054 | | | | 213,169 | |
Workiva, Inc.* | | | 6,742 | | | | 150,684 | |
Xperi Corp. | | | 4,534 | | | | 104,282 | |
Zendesk, Inc.*,1 | | | 7,463 | | | | 231,353 | |
Total Information Technology | | | | | | | 6,782,532 | |
Materials - 5.0% | | | | | | | | |
Allegheny Technologies, Inc.*,1 | | | 16,437 | | | | 413,883 | |
CF Industries Holdings, Inc. | | | 5,966 | | | | 226,589 | |
Forterra, Inc.*,1 | | | 10,083 | | | | 50,012 | |
Kraton Corp.* | | | 4,829 | | | | 236,766 | |
Total Materials | | | | | | | 927,250 | |
Real Estate - 2.1% | | | | | | | | |
Healthcare Trust of America, Inc., Class A, REIT | | | 6,773 | | | | 203,529 | |
Physicians Realty Trust, REIT | | | 10,725 | | | | 186,400 | |
Total Real Estate | | | | | | | 389,929 | |
Telecommunication Services - 0.1% | | | | | | | | |
Cogent Communications Holdings, Inc. | | | 467 | | | | 25,171 | |
| | | | | | | | |
| | Shares | | | Value | |
Utilities - 0.7% | | | | | | | | |
Portland General Electric Co. | | | 2,731 | | | $ | 130,378 | |
Total Common Stocks (Cost $13,590,443) | | | | | | | 17,961,189 | |
| | |
| | Principal Amount | | | | |
Short-Term Investments - 21.2% | | | | | | | | |
Repurchase Agreements - 17.6%2 | | | | | | | | |
Citigroup Global Markets, Inc., dated 10/31/17, due 11/01/17, 1.070% total to be received $1,000,030 (collateralized by various U.S. Government Agency Obligations, 0.000% - 11.500%, 11/01/17 - 09/09/49, totaling $1,020,000) | | $ | 1,000,000 | | | | 1,000,000 | |
Daiwa Capital Markets America, dated 10/31/17, due 11/01/17, 1.080% total to be received $1,000,030 (collateralized by cash and various U.S. Government Agency Obligations, 0.000% - 6.500%, 11/02/17 - 12/01/51, totaling $1,019,771) | | | 1,000,000 | | | | 1,000,000 | |
HSBC Securities, Inc. dated 10/31/17, due 11/01/17, 1.040% total to be received $1,000,029 (collateralized by various U.S. Government Agency Obligations, 2.500% - 8.000%, 04/01/22 - 10/01/47, totaling $1,020,005) | | | 1,000,000 | | | | 1,000,000 | |
Jefferies LLC, dated 10/31/17, due 11/01/17, 1.140% total to be received $261,817 (collateralized by various U.S. Government Agency Obligations, 0.000% - 2.375%, 12/15/17 - 05/15/27, totaling $267,045) | | | 261,809 | | | | 261,809 | |
Total Repurchase Agreements | | | | | | | 3,261,809 | |
| | |
| | Shares | | | | |
Other Investment Companies - 3.6% | | | | | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Class Shares, 1.00%3 | | | 666,730 | | | | 666,730 | |
Total Short-Term Investments (Cost $3,928,539) | | | | | | | 3,928,539 | |
Total Investments - 117.9% (Cost $17,518,982) | | | | | | | 21,889,728 | |
Other Assets, less Liabilities - (17.9)% | | | | | | | (3,315,954 | ) |
Net Assets - 100.0% | | | | | | $ | 18,573,774 | |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $3,244,706 or 17.5% of net assets, were out on loan to various brokers. |
2 | Collateral received from brokers for securities lending was invested in these joint repurchase agreements. |
3 | Yield shown represents the October 31, 2017, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage. |
REIT Real Estate Investment Trust
The accompanying notes are an integral part of these financial statements.
9
AMG Frontier Small Cap Growth Fund
Schedule of Portfolio Investments (continued)
The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2017:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks† | | $ | 17,961,189 | | | | — | | | | — | | | $ | 17,961,189 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Repurchase Agreements | | | — | | | $ | 3,261,809 | | | | — | | | | 3,261,809 | |
Other Investment Companies | | | 666,730 | | | | — | | | | — | | | | 666,730 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 18,627,919 | | | $ | 3,261,809 | | | | — | | | $ | 21,889,728 | |
| | | | | | | | | | | | | | | | |
† | All common stocks held in the Fund are Level 1 securities. For a detailed breakout of common stocks by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments. |
As of October 31, 2017, 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.
10
AMG Managers Emerging Opportunities Fund
Portfolio Manager’s Comments (unaudited)
For the fiscal year ended October 31, 2017, the AMG Managers Emerging Opportunities Fund (the “Fund”) (Class N shares) returned 35.43%, outpacing both the 29.52% return for the Russell Microcap® Index and the 27.85% return for the Russell 2000® Index.
Lord Abbett & Co. LLC
PERFORMANCE SUMMARY
For the fiscal year ended October 31, 2017, the sleeve of the Fund managed by Lord Abbett returned 41.54%, beating its benchmark, the Russell Microcap® Growth Index, which returned 25.96% over the same period.
MARKET REVIEW
Domestic equity returns were positive over the past year, with large cap stocks, as represented by the S&P 500® Index, rising 23.63% during the period while small cap stocks, as represented by the Russell 2000® Index, were up 27.85%. The major market-moving event during the period was the presidential election in November 2016, accompanied by Republicans maintaining control of
both the House of Representatives and the Senate. The election results fueled expectations for increased infrastructure and defense spending, tax reform, and decreased regulations, which contributed to a strong U.S. market rally to finish 2016. In December 2016, the Fed raised its target for short-term interest rates by 0.25%, to a range of 0.50–0.75%, and indicated that it was targeting three rate hikes in 2017. The Fed followed with 0.25% rate hikes at its March 2017 and June 2017 meetings to a 1–1.25% range. The U.S. economy continued to expand at a slow but steady pace during the trailing 12-month period, with domestic GDP growth ranging between 1.2% and 3.1% from the third quarter of 2016 to the third quarter of 2017. Despite a litany of geopolitical and environmental events, U.S. and international markets continued their steady ascent throughout 2017, propelled by positive economic growth and sentiment.
PERFORMANCE AND POSITIONING
The largest contributor to the Lord Abbett sleeve’s absolute and relative performance during the period was security selection in the health care sector. Dynavax Technologies Corp., a clinical-stage biopharmaceutical company that develops vaccines and therapeutics, contributed during the period. Shares of the biopharmaceutical company surged as investors believed it was highly likely that the Federal Drug Administration (FDA) would approve
Heplisav, Dynavax’s vaccination for hepatitis B. The sleeve’s position in Clovis Oncology, Inc., an oncological pharmaceutical company, also contributed to relative performance. Clovis Oncology’s strong performance was driven by impressive clinical trial data for its ovarian cancer drug, Rubraca.
In addition, the Lord Abbett sleeve’s holdings in the consumer discretionary sector contributed to relative performance. In particular, the Lord Abbett sleeve’s position in LGI Homes, Inc., a builder of housing developments, contributed to relative performance. LGI’s share price jumped as strong new home closings in May and better-than-expected housing data for June drove shares higher.
The largest detractor from the Lord Abbett sleeve’s relative performance during the period was security selection in the financials sector. The Lord Abbett sleeve’s position in Greenhill & Co., Inc., an independent investment bank, detracted from relative performance. Greenhill & Co.’s advisory revenues came in well below expectations during the first quarter 2017, and management attributed this to a lack of large deal closings and timing issues. An overall decline in transaction announcements was also a major headwind to Greenhill throughout the period. WisdomTree Investments, Inc., an asset management firm focused on exchange traded products, also detracted from relative performance. Shares of WisdomTree declined as competition among exchange traded products and pricing pressures from large-scale exchange-traded fund providers increased during the period.
The telecommunication services sector also detracted from the Lord Abbett sleeve’s relative performance during the period. The bidding war between Verizon and AT&T, and Verizon’s eventual acquisition of Straight Path Communications, Inc., had a disproportionate effect on the performance of the sector. The Lord Abbett sleeve did not own Straight Path Communications during the period.
Next Century Growth Investors, LLC
MARKET AND PERFORMANCE REVIEW
The year ended October 31, 2017, was a strong one for microcap growth stocks. Excluding energy, which is only about 2% of the index, every sector of the Russell Microcap® Growth Index was up at least 19% during the period. The sleeve of the Fund managed by Next Century performed well during the period, finishing up 36.64%, compared with 25.96% for the
Russell Microcap® Growth Index. Several areas contributed to the results, reflecting the diversity of the Next Century sleeve.
Performance was driven by stocks in the health care, technology & telecom, producer durables, and financial services sectors. The Next Century sleeve also benefited from having no weighting in the energy sector. The only significant detractor from relative performance was stock selection in the consumer discretionary sector.
The year did not start out well from a relative performance standpoint. In November and December the market was preoccupied with digesting Donald Trump’s surprising victory in the U.S. presidential election. Immediately following the election, groups of stocks moved dramatically in both directions. The regional bank index went up almost 30% as investors predicted less regulation and higher interest rates. There was a big rally in deep cyclicals and materials stocks on hopes that the U.S. industrial economy would do better.
On the negative side, health care and technology were largely left behind in the initial “Trump rally.” Any stock deemed to have benefited from Obamacare dropped immediately and precipitously. The market quickly decided which companies might be helped/hurt by higher interest rates. For example, financials moved up but homebuilders dropped. In general it was a dramatic rally in the slower-growing, lower-valuation parts of the small cap growth universe led by the financial and industrial sectors, while health care stocks went negative and technology went nowhere. In sum, it was a difficult few months for our style.
Relative performance began to improve almost as soon as the calendar turned in 2017. The market soon perceived that an improving economy would be good for many sectors and the rally broadened out to include technology stocks. Technology & telecom remained our largest overweight sector during the year due to strong secular growth and differentiated product offerings we are finding at small American tech companies. Health care stocks also rebounded as Obamacare repeal efforts stalled in Congress and slightly deeper analysis suggested changes would probably not wreak havoc on the health care industry anyway.
Going into the year we felt the good economy Trump was inheriting and his administration’s rhetoric and policies would be positive for growth oriented investors. We were seeing a continuation of steady
11
AMG Managers Emerging Opportunities Fund
Portfolio Manager’s Comments (continued)
job growth, improving wage growth, solid housing and construction fundamentals, and household wealth that was rebounding to pre-recession levels.
Consumer confidence was already strong, and with the Trump victory boosting business confidence we began adding cyclical exposure to the portfolio in late 2016. During 2017 we added several new industrial and transportation positions and moved to an overweight stance in the producer durables sector. In September we happily parted ways with Neff Corp, which was acquired by United Rentals at a nice premium. During the past year, we also added four significant financial services positions and went to an overweight stance in the financial sector for the first time in recent memory. We have found differentiated companies in the insurance and banking sectors that we believe are positioned to grow rapidly.
While our performance has more than held its own since the great recession, the Federal Reserve’s zero interest rate policy has created a major headwind for actively managed small cap growth investing since 2009. We believe faster-growing companies have become relatively undervalued during this period. The good news is that the Fed finally appears to be moving decisively to raise rates. We expect demand for “bond substitutes” and defensive stocks will wane in favor of companies that can really grow. We look forward to fully participating in this improving environment.
RBC Global Asset Management (U.S.) Inc.
MARKET OVERVIEW
Equity markets surged in the final two months of 2016 after the surprise victory of Donald Trump and the Republican sweep of Congress. Following the election results, markets quickly embraced the prospects of increased fiscal stimulus under a Trump administration as expectations of tax cuts, increased infrastructure investment, and significant deregulation contributed to record inflows of ~$30 billion into equities in the weeks following the election as well as near all-time-high withdrawals from bonds, approximately $18 billion, over the same time period. Unsurprisingly, with their outsized leverage to tax reform, deregulation, and increasing domestic infrastructure spend expectations, smaller capitalization and more economically sensitive stocks dominated market leadership during that period, which the sleeve of the Fund managed by RBC significantly benefited from.
Thus far in 2017, we’ve seen a very different story play out. While market indexes continued to register significant advances driven by increasingly strong
economic data, there has been a stark shift in market leadership. The darlings of 2016 — small cap and value stocks — ceded performance leadership to large cap and growth stocks. Investors started favoring more defensive sectors and stocks with idiosyncratic growth characteristics, as Washington’s lack of clarity or action on any major pro-growth fiscal policies weighed on the more economically sensitive areas of the market.
A distinct change in market leadership occurred in the second week of September as the focus of both Washington and Wall Street turned to the possibility of a tax cut/tax reform package being passed by Congress and signed into law. The high growth, less economically sensitive sectors, such as health care and technology, which had dominated 2017 performance through the beginning of September, passed leadership on to the more economically sensitive financials, industrials, materials, and energy sectors. The portfolio responded to this change in leadership by gaining approximately +3.6% in relative performance compared to the Russell Microcap® Index in less than two months.
Micro cap stocks, as represented by the Russell Microcap® Index, had a very strong return for the year with 10 of the 11 economic sectors posting positive returns. The telecommunication services (+95.4%), information technology (+39.7%) and industrials (+37.4%) sectors were the best performing sectors in the index. The worst performing sectors included energy (-3.1%) and consumer staples (+13.3%). The portfolio has no holdings in the tiny telecom services sector, is modestly underweight information technology and energy, significantly overweight industrials, and slightly overweight to the index’s consumer staples weighting.
PERFORMANCE REVIEW
The RBC sleeve outperformed its Russell Microcap® Index benchmark by approximately +440 basis points during the year ending October 31, 2017, producing a 33.86% return compared to the 29.52% return of the index. Favorable stock selection drove returns, adding approximately +513 bps, while sector allocation decisions detracted a modest -64 bps. More specifically, the largest favorable contributors to the RBC sleeve’s relative performance were favorable stock selection and an overweight position in industrials, and favorable stock selection in both the materials and information technology sectors. Offsetting this partially was adverse stock selection
and overweight in consumer discretionary, an underweight position in the telecommunication services sector, and adverse stock selection in health care.
OUTLOOK
While great uncertainty persists as to what shape tax reform may take, its timing, and even whether it gets accomplished at all, its potential has effectively redirected investors’ attention toward the more economically sensitive sectors in which the RBC sleeve is overweight. This has led to greater acknowledgement in the market of how strong and resilient the underlying economy actually is. It is now more generally appreciated that U.S. economic growth is occurring in the absence of fiscal stimulus programs such as sizable infrastructure programs and large tax cuts that had been anticipated at the beginning of the year.
This higher confidence level in the underlying economy will continue to benefit those sectors in which the portfolio is overweight. Obviously, a successful tax cut package would provide an additional boost to the portfolio on both an absolute and relative basis, as it would significantly increase after-tax earnings per share for many companies at a rate greater than the broader market. We do not believe, however, that the performance of the RBC sleeve is solely tied to the success of tax reform. The differentials in valuations and earnings growth potential under the current tax regime between the portfolio and the broader microcap market are sufficiently favorable to drive sizable future outperformance for the RBC sleeve’s holdings.
The RBC Microcap Core Equity strategy utilized to manage the sleeve focuses on neglected small and microcap companies with attractive long-term fundamentals, near-term profitability improvement potential, and low relative valuations. The strategy emphasizes market leaders with proven products or services, sustainable competitive advantages, solid balance sheets, and attractive cash flows. While sector weightings are a result of bottom-up research and stock selection, the RBC sleeve remains positioned for economic recovery with overweights to the economically sensitive industrials, consumer discretionary, and materials sectors. Downside protection is provided by the superior return on equity and balance sheet profile of the strategy compared with the index and the market leadership positions of most RBC sleeve companies.
12
AMG Managers Emerging Opportunities Fund
Portfolio Manager’s Comments (continued)
WEDGE Capital Management LLP
MARKET OVERVIEW
We are clearly in the back half of what we view as a very long economic cycle, which continues to be fueled by the acceleration of global profit growth, a pickup in U.S. and global manufacturing, and early signs of better capex and higher wages. In other words, this economic recovery could very well continue for the foreseeable future. The U.S. and global markets appear to be accepting of a gradual return to normalized rates and balance sheet reductions. The U.S. market also appears to be holding its own even in light of headwinds that include everything from natural disasters, to domestic terrorism, to dealing with a nasty foreign dictator. The resilience of the U.S. equity market has been truly amazing. The end of the year should bring further clarity on the ability of our elected officials to pass tax reform, which could have the greatest influence on where the market heads from here. For the year, growth continues to best value, as investors gravitate to growth when growth is not plentiful. An interesting reversal in this trend occurred in September with value outperforming, but we will
have to wait to see if this is a sustainable turn. While large caps have outperformed year to date, we also saw small caps rally in September, perhaps driven by improved prospects of tax reform, which could be more beneficial to smaller firms.
PERFORMANCE AND ATTRIBUTION ANALYSIS
During the 12-month period ending October 31, 2017, the sleeve of the Fund managed by WEDGE returned 37.11%, compared to the Russell Microcap Value benchmark return of 32.17%. During the year, health care (+57.6%), transportation (+45.8%) and technology (+44.7%) were the best performing sectors in the index. Retail was the only negative performing sector down 4.5%. Positive stock selection continues to be the prominent driver to the WEDGE sleeve’s outperformance relative to benchmark. Most of the outperformance during the 12 months was concentrated in the finance, materials and consumer durables sectors, where positive stock selection added value. Weaker stock selection in the technology sector was the primary detractor.
POSITIONING AND OUTLOOK
We largely maintain a sector neutral position to our internal benchmark, with limited exceptions. We want the majority of our added value to be in stock selection, not sector rotation. The WEDGE sleeve is well diversified with portfolio risk in line with the benchmark. We will remain focused on searching for high-quality companies, with earnings growth potential, that may be temporarily out of favor.
With all the noise, we will remain disciplined and take advantage of any market volatility and temporary dislocations to plant the seeds for future investment returns and exercise patience, which has served our clients well over time.
This commentary reflects the viewpoints of the portfolio managers: Lord, Abbett & Co. LLC, Next Century Growth Investors, LLC, WEDGE Capital Management L.L.P. and RBC Global Asset Management (U.S.) Inc. as of October 31, 2017, and is not intended as a forecast or guarantee of future results. Each commentary references how the subadvisor manages its respective sleeve of the AMG Managers Emerging Opportunities Fund.
13
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 graph compares a hypothetical $10,000 investment made in the Fund’s Class N (formerly Class S) shares on October 31, 2007, 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.
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The table below shows the average annual total returns for the AMG Managers Emerging Opportunities Fund and the Russell Microcap® Index and the Russell 2000® Index for the same time periods ended October 31, 2017.
| | | | | | | | | | | | | | | | | | | | |
| | One | | | Five | | | Ten | | | Since | | | Inception | |
Average Annual Total Returns1 | | Year | | | Years | | | Years | | | Inception | | | Date | |
AMG Managers Emerging Opportunities Fund2,3,4,5 | | | | | | | | | | | | | | | | | | | | |
Class N6 | | | 35.43 | % | | | 16.09 | % | | | 8.05 | % | | | 13.12 | % | | | 06/30/94 | |
Class I | | | 35.80 | % | | | 16.37 | % | | | — | | | | 18.26 | % | | | 10/01/11 | |
Russell Microcap® Index7 | | | 29.52 | % | | | 14.57 | % | | | 6.48 | % | | | 7.44 | % | | | 06/01/05 | |
Russell 2000® Index8 | | | 27.85 | % | | | 14.49 | % | | | 7.63 | % | | | 9.64 | % | | | 06/30/94 | † |
The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.
Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.835.3879 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.
Distributed by AMG Distributors, Inc., member FINRA/SIPC.
† | Date reflects the inception date of the Fund, not the index. |
1 | Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2017. All returns are in U.S. dollars ($). |
2 | From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns. |
3 | The Fund is subject to the 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 | Investing in initial public offerings (IPOs) is risky and the prices of stocks purchased in IPOs tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time. Stocks purchased in IPOs generally do not have a trading history, and information about the companies may be available for very limited periods. |
5 | 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. |
6 | Effective February 27, 2017, Class S was renamed Class N. |
7 | 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 |
8 | 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 Indices are trademarks of the London Stock Exchange Group companies.
Not FDIC insured, nor bank guaranteed. May lose value.
14
AMG Managers Emerging Opportunities Fund
Fund Snapshots (unaudited)
October 31, 2017
PORTFOLIO BREAKDOWN
| | | | |
| | % of Net | |
Sector | | Assets | |
Industrials | | | 19.0 | |
Information Technology | | | 17.2 | |
Financials | | | 17.1 | |
Health Care | | | 15.5 | |
Consumer Discretionary | | | 14.3 | |
Materials | | | 4.7 | |
Consumer Staples | | | 2.6 | |
Energy | | | 2.6 | |
Real Estate | | | 1.7 | |
Telecommunication Services | | | 0.8 | |
Utilities | | | 0.5 | |
Exchange Traded Funds | | | 0.0 | # |
Other Assets Less Liabilities | | | 4.0 | |
TOP TEN HOLDINGS
| | | | |
| | % of Net | |
Security Name | | Assets | |
Patrick Industries, Inc. | | | 2.0 | |
Columbus McKinnon Corp. | | | 1.5 | |
LGI Homes, Inc. | | | 1.3 | |
iRhythm Technologies, Inc. | | | 1.3 | |
Novanta, Inc. | | | 1.2 | |
Five9, Inc. | | | 1.2 | |
Universal Electronics, Inc. | | | 1.2 | |
NV5 Global, Inc. | | | 1.2 | |
Malibu Boats, Inc., Class A | | | 1.2 | |
NN, Inc. | | | 1.1 | |
| | | | |
Top Ten as a Group | | | 13.2 | |
| | | | |
Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.
Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.
15
AMG Managers Emerging Opportunities Fund
Schedule of Portfolio Investments
October 31, 2017
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks - 96.0% | | | | | | | | |
Consumer Discretionary - 14.3% | | | | | | | | |
American Outdoor Brands Corp.*,1 | | | 24,578 | | | $ | 352,203 | |
At Home Group, Inc.*,1 | | | 17,574 | | | | 360,267 | |
Barnes & Noble Education, Inc.* | | | 8,600 | | | | 46,870 | |
Cavco Industries, Inc.* | | | 1,993 | | | | 312,702 | |
Century Casinos, Inc.* | | | 11,900 | | | | 98,175 | |
Century Communities, Inc.* | | | 2,262 | | | | 64,580 | |
Chegg, Inc.* | | | 55,943 | | | | 867,676 | |
Citi Trends, Inc. | | | 18,000 | | | | 391,680 | |
Culp, Inc. | | | 5,700 | | | | 180,690 | |
Del Taco Restaurants, Inc.* | | | 36,925 | | | | 468,578 | |
Delta Apparel, Inc.* | | | 45,090 | | | | 943,734 | |
Destination Maternity Corp.* | | | 14,270 | | | | 33,106 | |
Destination XL Group, Inc.* | | | 160,546 | | | | 321,092 | |
Fox Factory Holding Corp.*,1 | | | 8,739 | | | | 371,844 | |
Grand Canyon Education, Inc.* | | | 15,730 | | | | 1,407,992 | |
Gray Television, Inc.*,1 | | | 44,810 | | | | 697,692 | |
Haverty Furniture Cos., Inc. | | | 11,750 | | | | 280,238 | |
J Alexander’s Holdings, Inc.* | | | 19,000 | | | | 199,500 | |
Johnson Outdoors, Inc., Class A | | | 1,425 | | | | 107,174 | |
Kirkland’s, Inc. * | | | 16,700 | | | | 195,390 | |
Kona Grill, Inc.* | | | 9,800 | | | | 32,830 | |
Lakeland Industries, Inc.* | | | 29,940 | | | | 474,549 | |
LGI Homes, Inc.* | | | 37,150 | | | | 2,241,259 | |
Libbey, Inc. | | | 25,030 | | | | 171,205 | |
Lifetime Brands, Inc. | | | 15,000 | | | | 279,750 | |
Malibu Boats, Inc., Class A* | | | 63,015 | | | | 1,966,068 | |
The Marcus Corp. | | | 14,625 | | | | 397,069 | |
Marine Products Corp. | | | 14,800 | | | | 212,676 | |
MarineMax, Inc.* | | | 31,697 | | | | 587,979 | |
MCBC Holdings, Inc.* | | | 9,700 | | | | 221,839 | |
Monarch Casino & Resort, Inc.* | | | 7,500 | | | | 334,575 | |
Motorcar Parts of America, Inc.* | | | 10,320 | | | | 298,351 | |
Overstock.com, Inc.*,1 | | | 6,187 | | | | 283,983 | |
Potbelly Corp.*,1 | | | 22,800 | | | | 274,740 | |
Reading International, Inc., Class A* | | | 12,200 | | | | 190,930 | |
Red Robin Gourmet Burgers, Inc.*,1 | | | 3,620 | | | | 247,608 | |
RISE Education Cayman, Ltd., ADR (China)*,1 | | | 23,383 | | | | 330,636 | |
Rocky Brands, Inc. | | | 5,725 | | | | 104,768 | |
Ruth’s Hospitality Group, Inc. | | | 21,100 | | | | 445,210 | |
Salem Media Group, Inc. | | | 69,881 | | | | 447,238 | |
| | | | | | | | |
| | Shares | | | Value | |
Shoe Carnival, Inc.1 | | | 23,600 | | | $ | 442,972 | |
SodaStream International, Ltd. (Israel)* | | | 12,837 | | | | 817,332 | |
Spartan Motors, Inc. | | | 13,400 | | | | 216,410 | |
Stoneridge, Inc.* | | | 18,300 | | | | 416,142 | |
Superior Uniform Group, Inc. | | | 26,480 | | | | 621,486 | |
Tandy Leather Factory, Inc.* | | | 67,200 | | | | 527,520 | |
Tilly’s, Inc., Class A | | | 24,200 | | | | 288,222 | |
Tower International, Inc. | | | 14,700 | | | | 446,880 | |
Unifi, Inc.* | | | 8,200 | | | | 312,010 | |
Universal Electronics, Inc.* | | | 34,517 | | | | 2,071,020 | |
William Lyon Homes, Class A* | | | 13,924 | | | | 386,391 | |
ZAGG, Inc.* | | | 61,818 | | | | 967,452 | |
Total Consumer Discretionary | | | | | | | 24,758,283 | |
Consumer Staples - 2.6% | | | | | | | | |
Calavo Growers, Inc.1 | | | 3,471 | | | | 255,813 | |
The Chefs’ Warehouse, Inc.*,1 | | | 29,544 | | | | 589,403 | |
Craft Brew Alliance, Inc.* | | | 23,100 | | | | 421,575 | |
John B Sanfilippo & Son, Inc. | | | 10,820 | | | | 636,757 | |
Landec Corp.* | | | 47,530 | | | | 629,772 | |
Limoneira Co.1 | | | 8,700 | | | | 203,145 | |
Medifast, Inc. | | | 6,700 | | | | 418,080 | |
MGP Ingredients, Inc.1 | | | 14,425 | | | | 980,323 | |
Primo Water Corp.*,1 | | | 37,827 | | | | 416,475 | |
Total Consumer Staples | | | | | | | 4,551,343 | |
Energy - 2.6% | | | | | | | | |
Callon Petroleum Co.*,1 | | | 71,460 | | | | 792,491 | |
Dawson Geophysical Co.* | | | 67,746 | | | | 299,437 | |
Era Group, Inc.* | | | 17,100 | | | | 183,996 | |
GasLog, Ltd. (Monaco)1 | | | 28,485 | | | | 491,366 | |
Gulf Island Fabrication, Inc. | | | 32,891 | | | | 432,517 | |
Gulfport Energy Corp.* | | | 24,440 | | | | 334,828 | |
Natural Gas Services Group, Inc.* | | | 13,900 | | | | 386,420 | |
RigNet, Inc.* | | | 5,500 | | | | 95,975 | |
Ring Energy, Inc.* | | | 76,176 | | | | 975,815 | |
Solaris Oilfield Infrastructure, Inc., Class A* | | | 31,702 | | | | 505,964 | |
Total Energy | | | | | | | 4,498,809 | |
Financials - 17.1% | | | | | | | | |
American National Bankshares, Inc. | | | 5,700 | | | | 223,155 | |
AMERISAFE, Inc. | | | 21,910 | | | | 1,417,577 | |
Arrow Financial Corp.1 | | | 7,833 | | | | 276,505 | |
Atlas Financial Holdings, Inc.* | | | 21,930 | | | | 433,117 | |
BankFinancial Corp. | | | 12,200 | | | | 193,248 | |
The accompanying notes are an integral part of these financial statements.
16
AMG Managers Emerging Opportunities Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Financials - 17.1% (continued) | | | | | | | | |
Blue Capital Reinsurance Holdings, Ltd. (Bermuda) | | | 18,500 | | | $ | 245,125 | |
Bridge Bancorp, Inc. | | | 10,277 | | | | 364,834 | |
Bryn Mawr Bank Corp.1 | | | 9,451 | | | | 414,426 | |
Byline Bancorp, Inc.* | | | 60,307 | | | | 1,209,155 | |
CenterState Banks, Inc. | | | 38,093 | | | | 1,014,798 | |
Charter Financial Corp. | | | 6,100 | | | | 116,937 | |
CoBiz Financial, Inc. | | | 37,080 | | | | 757,915 | |
Community Bankers Trust Corp.* | | | 11,200 | | | | 96,880 | |
Compass Diversified Holdings, MLP1 | | | 113,160 | | | | 1,940,694 | |
Diamond Hill Investment Group, Inc. | | | 1,400 | | | | 296,702 | |
Enova International, Inc.* | | | 18,500 | | | | 274,725 | |
Entegra Financial Corp.*,1 | | | 8,100 | | | | 220,725 | |
Farmers Capital Bank Corp. | | | 2,800 | | | | 116,480 | |
Federal Agricultural Mortgage Corp., Class C | | | 5,300 | | | | 393,472 | |
Federated National Holding Co. | | | 28,300 | | | | 434,122 | |
First Bancorp | | | 28,570 | | | | 1,048,519 | |
First Community Bancshares, Inc. | | | 7,600 | | | | 227,012 | |
First Connecticut Bancorp, Inc. | | | 11,700 | | | | 308,880 | |
First Defiance Financial Corp. | | | 9,000 | | | | 487,800 | |
First Financial Corp. | | | 7,900 | | | | 375,250 | |
Flushing Financial Corp. | | | 13,050 | | | | 391,239 | |
FS Bancorp, Inc.1 | | | 2,000 | | | | 108,560 | |
German American Bancorp, Inc. | | | 25,305 | | | | 910,474 | |
Greenhill & Co., Inc. | | | 9,619 | | | | 176,028 | |
Hallmark Financial Services, Inc.* | | | 7,900 | | | | 91,561 | |
Hamilton Lane, Inc., Class A | | | 14,126 | | | | 388,324 | |
HCI Group, Inc. | | | 4,100 | | | | 153,586 | |
Heritage Commerce Corp. | | | 25,125 | | | | 386,423 | |
Heritage Financial Corp. | | | 34,257 | | | | 1,044,838 | |
Home Bancorp, Inc. | | | 4,500 | | | | 192,780 | |
HomeTrust Bancshares, Inc.* | | | 16,100 | | | | 422,625 | |
Independent Bank Corp. | | | 21,800 | | | | 490,500 | |
Kingstone Cos., Inc. | | | 33,120 | | | | 536,544 | |
Kinsale Capital Group, Inc. | | | 22,978 | | | | 996,786 | |
Live Oak Bancshares, Inc. | | | 15,541 | | | | 368,322 | |
Marlin Business Services Corp. | | | 7,500 | | | | 164,250 | |
Mercantile Bank Corp. | | | 24,620 | | | | 888,782 | |
Meta Financial Group, Inc. | | | 4,698 | | | | 409,900 | |
NMI Holdings, Inc., Class A* | | | 65,320 | | | | 950,406 | |
Northeast Bancorp | | | 14,800 | | | | 381,100 | |
Northrim BanCorp, Inc. | | | 23,876 | | | | 775,970 | |
| | | | | | | | |
| | Shares | | | Value | |
Old Second Bancorp, Inc. | | | 23,300 | | | $ | 319,210 | |
Orrstown Financial Services, Inc.1 | | | 4,000 | | | | 102,000 | |
Pacific Premier Bancorp, Inc.* | | | 40,620 | | | | 1,641,048 | |
People’s Utah Bancorp | | | 7,000 | | | | 217,700 | |
Piper Jaffray Cos. | | | 4,922 | | | | 359,798 | |
Preferred Bank | | | 24,930 | | | | 1,538,929 | |
Regional Management Corp.* | | | 17,500 | | | | 432,075 | |
State Bank Financial Corp. | | | 15,400 | | | | 445,214 | |
TriState Capital Holdings, Inc.* | | | 11,100 | | | | 251,415 | |
Triumph Bancorp, Inc.* | | | 16,400 | | | | 508,400 | |
United Community Financial Corp. | | | 21,900 | | | | 202,137 | |
Waterstone Financial, Inc. | | | 19,400 | | | | 372,480 | |
Total Financials | | | | | | | 29,507,457 | |
Health Care - 15.5% | | | | | | | | |
Acceleron Pharma, Inc.* | | | 6,064 | | | | 236,496 | |
Achaogen, Inc.*,1 | | | 30,672 | | | | 390,148 | |
Addus HomeCare Corp.* | | | 7,400 | | | | 266,400 | |
Ascendis Pharma A/S, ADR (Denmark)*,1 | | | 19,419 | | | | 659,858 | |
AtriCure, Inc.* | | | 23,010 | | | | 493,334 | |
AxoGen, Inc.*,1 | | | 58,615 | | | | 1,204,538 | |
Blueprint Medicines Corp.* | | | 6,720 | | | | 446,342 | |
Calithera Biosciences, Inc.* | | | 45,488 | | | | 732,357 | |
CareDx, Inc.* | | | 102,544 | | | | 599,882 | |
CryoLife, Inc.* | | | 12,941 | | | | 251,702 | |
Deciphera Pharmaceuticals, Inc.* | | | 21,290 | | | | 408,555 | |
Dynavax Technologies Corp.*,1 | | | 43,828 | | | | 964,216 | |
Enzo Biochem, Inc.* | | | 20,900 | | | | 205,865 | |
Epizyme, Inc.*,1 | | | 45,806 | | | | 764,960 | |
Esperion Therapeutics *,1 | | | 17,743 | | | | 811,565 | |
Exactech, Inc.* | | | 14,000 | | | | 585,900 | |
Five Prime Therapeutics, Inc.* | | | 10,924 | | | | 490,051 | |
Foundation Medicine, Inc.* | | | 10,850 | | | | 488,250 | |
Glaukos Corp.*,1 | | | 6,624 | | | | 233,893 | |
Global Blood Therapeutics, Inc.*,1 | | | 9,867 | | | | 392,707 | |
Heska Corp.* | | | 2,000 | | | | 195,000 | |
Immunomedics, Inc.* | | | 76,958 | | | | 824,990 | |
Intersect ENT, Inc.*,1 | | | 27,809 | | | | 824,537 | |
Invacare Corp. | | | 27,490 | | | | 426,095 | |
iRhythm Technologies, Inc.*,1 | | | 43,940 | | | | 2,238,743 | |
K2M Group Holdings, Inc.* | | | 1,385 | | | | 27,271 | |
Lantheus Holdings, Inc.* | | | 23,000 | | | | 457,700 | |
LeMaitre Vascular, Inc.1 | | | 11,800 | | | | 377,718 | |
The accompanying notes are an integral part of these financial statements.
17
AMG Managers Emerging Opportunities Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Health Care - 15.5% (continued) | | | | | | | | |
Loxo Oncology, Inc.*,1 | | | 2,901 | | | $ | 249,950 | |
Madrigal Pharmaceuticals, Inc.* | | | 7,900 | | | | 394,921 | |
MyoKardia, Inc.*,1 | | | 17,631 | | | | 677,912 | |
National Research Corp., Class A | | | 3,900 | | | | 146,445 | |
NeoGenomics, Inc.* | | | 89,723 | | | | 777,898 | |
Optinose, Inc.* | | | 16,004 | | | | 322,641 | |
OraSure Technologies, Inc.* | | | 15,901 | | | | 314,045 | |
OrthoPediatrics Corp.* | | | 18,180 | | | | 331,967 | |
Pacific Biosciences of California, Inc.*,1 | | | 61,413 | | | | 259,777 | |
PetIQ, Inc.* | | | 30,327 | | | | 729,668 | |
The Providence Service Corp.* | | | 8,100 | | | | 450,360 | |
Repligen Corp.*,1 | | | 5,163 | | | | 192,064 | |
RTI Surgical, Inc.* | | | 72,300 | | | | 325,350 | |
Sientra, Inc.* | | | 29,389 | | | | 430,843 | |
Simulations Plus, Inc. | | | 13,500 | | | | 220,050 | |
Spark Therapeutics, Inc.*,1 | | | 2,698 | | | | 218,268 | |
Surmodics, Inc.* | | | 11,030 | | | | 328,142 | |
Tabula Rasa HealthCare, Inc.* | | | 10,328 | | | | 298,273 | |
Tactile Systems Technology, Inc.*,1 | | | 52,753 | | | | 1,513,483 | |
Tivity Health, Inc.* | | | 5,791 | | | | 267,834 | |
US Physical Therapy, Inc. | | | 11,716 | | | | 796,102 | |
Utah Medical Products, Inc. | | | 1,500 | | | | 113,100 | |
ViewRay, Inc.* | | | 102,476 | | | | 706,060 | |
Vocera Communications, Inc.* | | | 12,637 | | | | 356,616 | |
Xencor, Inc.* | | | 19,593 | | | | 387,549 | |
Total Health Care | | | | | | | 26,808,391 | |
Industrials - 19.0% | | | | | | | | |
ACCO Brands Corp.* | | | 103,633 | | | | 1,352,411 | |
Aerovironment, Inc.*,1 | | | 8,697 | | | | 444,939 | |
Air Transport Services Group, Inc.* | | | 33,898 | | | | 820,332 | |
Allied Motion Technologies, Inc. | | | 7,900 | | | | 224,360 | |
ArcBest Corp. | | | 13,200 | | | | 430,320 | |
ASV Holdings, Inc.* | | | 60,821 | | | | 484,135 | |
AZZ, Inc. | | | 17,770 | | | | 849,406 | |
Blue Bird Corp.* | | | 15,432 | | | | 318,671 | |
Broadwind Energy, Inc.* | | | 59,310 | | | | 163,399 | |
Builders FirstSource, Inc.* | | | 12,972 | | | | 233,755 | |
Casella Waste Systems, Inc., Class A* | | | 38,407 | | | | 708,993 | |
Columbus McKinnon Corp. | | | 65,420 | | | | 2,588,015 | |
Commercial Vehicle Group, Inc.* | | | 30,800 | | | | 250,096 | |
Covenant Transportation Group, Inc., Class A*,1 | | | 46,552 | | | | 1,382,594 | |
CRA International, Inc. | | | 10,650 | | | | 450,069 | |
| | | | | | | | |
| | Shares | | | Value | |
Ducommun, Inc.* | | | 33,280 | | | $ | 1,097,242 | |
Echo Global Logistics, Inc.* | | | 21,265 | | | | 511,423 | |
Ennis, Inc. | | | 46,790 | | | | 942,818 | |
Gencor Industries, Inc.* | | | 19,703 | | | | 356,624 | |
Global Brass & Copper Holdings, Inc. | | | 12,000 | | | | 420,000 | |
The Goldfield Corp.* | | | 95,701 | | | | 550,281 | |
GP Strategies Corp.* | | | 1,200 | | | | 34,860 | |
The Greenbrier Cos., Inc.1 | | | 19,197 | | | | 1,002,083 | |
Heidrick & Struggles International, Inc. | | | 11,403 | | | | 283,365 | |
Heritage-Crystal Clean, Inc.* | | | 19,900 | | | | 389,045 | |
Hudson Technologies, Inc.*,1 | | | 115,310 | | | | 682,635 | |
Hurco Cos., Inc. | | | 2,700 | | | | 120,825 | |
InnerWorkings, Inc.* | | | 23,810 | | | | 259,053 | |
Insteel Industries, Inc.1 | | | 29,620 | | | | 756,791 | |
Interface, Inc. | | | 15,020 | | | | 342,456 | |
Kadant, Inc. | | | 2,000 | | | | 227,200 | |
Limbach Holdings, Inc.* | | | 34,749 | | | | 486,486 | |
Lydall, Inc.* | | | 16,312 | | | | 942,834 | |
Manitex International, Inc.*,1 | | | 66,873 | | | | 607,207 | |
Marten Transport, Ltd. | | | 37,039 | | | | 727,816 | |
NN, Inc. | | | 66,053 | | | | 1,951,866 | |
NV5 Global, Inc.*,1 | | | 34,464 | | | | 2,002,358 | |
Old Dominion Freight Line, Inc. | | | 2,045 | | | | 247,711 | |
Orion Group Holdings, Inc.* | | | 42,800 | | | | 308,160 | |
Patrick Industries, Inc.* | | | 37,709 | | | | 3,506,937 | |
PGT Innovations, Inc.* | | | 41,840 | | | | 589,944 | |
Radiant Logistics, Inc.* | | | 69,220 | | | | 337,794 | |
Sterling Construction Co., Inc.*,1 | | | 19,400 | | | | 346,290 | |
Sun Hydraulics Corp. | | | 810 | | | | 46,599 | |
Titan International, Inc. | | | 28,407 | | | | 276,684 | |
TPI Composites, Inc.* | | | 30,271 | | | | 758,289 | |
Universal Logistics Holdings, Inc. | | | 5,000 | | | | 108,000 | |
Vectrus, Inc.* | | | 15,400 | | | | 469,854 | |
Willdan Group, Inc.*,1 | | | 10,781 | | | | 324,077 | |
YRC Worldwide, Inc.* | | | 17,600 | | | | 237,072 | |
Total Industrials | | | | | | | 32,954,174 | |
Information Technology - 17.2% | | | | | | | | |
8x8, Inc.* | | | 14,350 | | | �� | 191,573 | |
Alarm.com Holdings, Inc.*,1 | | | 5,095 | | | | 237,835 | |
Alpha & Omega Semiconductor, Ltd.* | | | 11,200 | | | | 206,416 | |
Alteryx, Inc., Class A* | | | 22,958 | | | | 518,621 | |
American Software, Inc., Class A | | | 27,550 | | | | 341,895 | |
Appfolio, Inc., Class A* | | | 7,672 | | | | 352,145 | |
The accompanying notes are an integral part of these financial statements.
18
AMG Managers Emerging Opportunities Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Information Technology - 17.2% (continued) | | | | | |
Appian Corp.*,1 | | | 32,884 | | | $ | 759,620 | |
Apptio, Inc., Class A* | | | 9,805 | | | | 237,771 | |
Aspen Technology, Inc.* | | | 4,170 | | | | 269,048 | |
Bel Fuse, Inc., Class B | | | 9,200 | | | | 297,620 | |
Calix, Inc.*,1 | | | 40,400 | | | | 222,200 | |
Care.com, Inc.* | | | 70,773 | | | | 1,087,781 | |
CEVA, Inc.* | | | 16,275 | | | | 786,082 | |
CommerceHub, Inc.*,1 | | | 14,883 | | | | 332,337 | |
Comtech Telecommunications Corp. | | | 10,500 | | | | 225,855 | |
Control4 Corp.* | | | 39,366 | | | | 1,159,329 | |
CTS Corp. | | | 17,300 | | | | 470,560 | |
CYREN, Ltd. (Israel)* | | | 41,480 | | | | 74,664 | |
Digi International, Inc.* | | | 29,683 | | | | 308,703 | |
Everbridge, Inc.* | | | 72,998 | | | | 1,944,667 | |
Everi Holdings, Inc.* | | | 13,100 | | | | 108,599 | |
Five9, Inc.*,1 | | | 82,528 | | | | 2,082,181 | |
Glu Mobile, Inc.* | | | 86,430 | | | | 346,584 | |
The Hackett Group, Inc. | | | 25,400 | | | | 392,176 | |
Impinj, Inc.*,1 | | | 7,298 | | | | 249,154 | |
Information Services Group, Inc.* | | | 48,600 | | | | 198,288 | |
Instructure, Inc.*,1 | | | 28,174 | | | | 980,455 | |
Materialise N.V., ADR (Belgium)* | | | 20,291 | | | | 315,119 | |
Mesa Laboratories, Inc.1 | | | 2,327 | | | | 371,040 | |
Mimecast, Ltd.* | | | 17,153 | | | | 545,294 | |
MINDBODY, Inc., Class A* | | | 16,193 | | | | 522,224 | |
Mitek Systems, Inc.*,1 | | | 137,980 | | | | 1,228,022 | |
MongoDB, Inc.*,1 | | | 5,491 | | | | 167,366 | |
Nanometrics, Inc.* | | | 6,500 | | | | 183,755 | |
Napco Security Technologies, Inc.*,1 | | | 9,500 | | | | 96,425 | |
Novanta, Inc.* | | | 46,110 | | | | 2,181,003 | |
NVE Corp. | | | 5,000 | | | | 425,400 | |
PC Connection, Inc. | | | 24,146 | | | | 651,942 | |
Points International, Ltd. (Canada)* | | | 9,700 | | | | 110,483 | |
PROS Holdings, Inc.* | | | 12,323 | | | | 278,377 | |
QAD, Inc., Class A | | | 9,400 | | | | 347,800 | |
Quotient Technology, Inc.* | | | 46,267 | | | | 724,079 | |
Sapiens International Corp. N.V. (Israel)*,1 | | | 66,070 | | | | 922,998 | |
Talend, S.A., ADR (France)* | | | 41,807 | | | | 1,731,228 | |
| | | | | | | | |
| | Shares | | | Value | |
TechTarget, Inc.* | | | 76,521 | | | $ | 953,452 | |
TESSCO Technologies, Inc. | | | 53,460 | | | | 855,360 | |
Tyler Technologies, Inc.* | | | 5,740 | | | | 1,017,645 | |
Unisys Corp.*,1 | | | 21,400 | | | | 187,250 | |
USA Technologies, Inc.*,1 | | | 162,449 | | | | 1,031,551 | |
Varonis Systems, Inc.* | | | 225 | | | | 9,810 | |
Vishay Precision Group, Inc.* | | | 11,180 | | | | 274,469 | |
Xplore Technologies Corp.* | | | 54,972 | | | | 177,010 | |
Total Information Technology | | | | | | | 29,691,261 | |
Materials - 4.7% | | | | | | | | |
Ampco-Pittsburgh Corp. | | | 13,900 | | | | 230,045 | |
Ferro Corp.* | | | 9,705 | | | | 231,173 | |
FutureFuel Corp. | | | 25,480 | | | | 386,786 | |
Haynes International, Inc. | | | 6,500 | | | | 231,920 | |
Koppers Holdings, Inc.* | | | 22,815 | | | | 1,107,668 | |
Materion Corp. | | | 10,125 | | | | 519,919 | |
Myers Industries, Inc. | | | 18,300 | | | | 395,280 | |
OMNOVA Solutions, Inc.* | | | 146,281 | | | | 1,616,405 | |
Ryerson Holding Corp.* | | | 47,668 | | | | 419,479 | |
Universal Stainless & Alloy Products, Inc.* | | | 72,813 | | | | 1,492,667 | |
US Concrete, Inc.*,1 | | | 18,280 | | | | 1,429,496 | |
Total Materials | | | | | | | 8,060,838 | |
Real Estate - 1.7% | | | | | | | | |
CatchMark Timber Trust, Inc., Class A, REIT | | | 16,400 | | | | 209,920 | |
Community Healthcare Trust, Inc., REIT | | | 42,470 | | | | 1,164,952 | |
Gramercy Property Trust, REIT | | | 6,948 | | | | 206,356 | |
LaSalle Hotel Properties, REIT | | | 9,750 | | | | 275,047 | |
NexPoint Residential Trust, Inc., REIT | | | 14,659 | | | | 348,151 | |
UMH Properties, Inc., REIT | | | 21,200 | | | | 316,728 | |
Whitestone, REIT | | | 30,300 | | | | 404,808 | |
Total Real Estate | | | | | | | 2,925,962 | |
Telecommunication Services - 0.8% | | | | | | | | |
Boingo Wireless, Inc.* | | | 58,031 | | | | 1,356,765 | |
Utilities - 0.5% | | | | | | | | |
Middlesex Water Co. | | | 4,600 | | | | 200,008 | |
Unitil Corp. | | | 12,610 | | | | 655,720 | |
Total Utilities | | | | | | | 855,728 | |
Total Common Stocks (Cost $109,748,989) | | | | | | | 165,969,011 | |
The accompanying notes are an integral part of these financial statements.
19
AMG Managers Emerging Opportunities Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Shares | | | Value | |
Exchange Traded Funds - 0.0%# | | | | | | | | |
SPDR S&P Regional Banking ETF1 (Cost $ 10,621) | | | 550 | | | $ | 31,410 | |
| | |
| | Principal Amount | | | | |
Short-Term Investments - 13.7% | | | | | |
Repurchase Agreements - 9.6%2 | | | | | |
Bank of Montreal, dated 10/31/17, due 11/01/17, 1.050% total to be received $826,143 (collateralized by various U.S. Government Agency Obligations, 0.375% - 3.000%, 05/31/21 - 02/15/47, totaling $842,643) | | $ | 826,119 | | | | 826,119 | |
Citigroup Global Markets, Inc., dated 10/31/17, due 11/01/17, 1.070% total to be received $3,926,494 (collateralized by various U.S. Government Agency Obligations, 0.000% - 11.500%, 11/01/17 - 09/09/49, totaling $4,004,904) | | | 3,926,377 | | | | 3,926,377 | |
Daiwa Capital Markets America, dated 10/31/17, due 11/01/17, 1.080% total to be received $3,926,495 (collateralized by cash and various U.S. Government Agency Obligations, 0.000% - 6.500%, 11/02/17 - 12/01/51, totaling $4,004,007) | | | 3,926,377 | | | | 3,926,377 | |
| | | | | | | | |
| | |
| | Principal Amount | | | Value | |
HSBC Securities, Inc. dated 10/31/17, due 11/01/17, 1.040% total to be received $3,926,490 (collateralized by various U.S. Government Agency Obligations, 2.500% - 8.000%, 04/01/22 - 10/01/47, totaling $4,004,924) | | $ | 3,926,377 | | | $ | 3,926,377 | |
Nomura Securities International, Inc., dated 10/31/17, due 11/01/17, 1.060% total to be received $3,926,493 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.250%, 11/30/17 - 09/09/49, totaling $4,004,905) | | | 3,926,377 | | | | 3,926,377 | |
Total Repurchase Agreements | | | | | | | 16,531,627 | |
| | |
| | Shares | | | | |
Other Investment Companies - 4.1% | | | | | |
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.93%3 | | | 7,136,192 | | | | 7,136,192 | |
Total Short-Term Investments (Cost $23,667,819) | | | | | | | 23,667,819 | |
Total Investments - 109.7% (Cost $133,427,429) | | | | | | | 189,668,240 | |
Other Assets, less Liabilities - (9.7)% | | | | (16,778,695 | ) |
Net Assets - 100.0% | | | | | | $ | 172,889,545 | |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $16,280,531 or 9.4% of net assets, were out on loan to various brokers. |
2 | Collateral received from brokers for securities lending was invested in these joint repurchase agreements. |
3 | Yield shown represents the October 31, 2017, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage. |
ADR American Depositary Receipt
ETF Exchange Traded Fund
MLP Master Limited Partnership
REIT Real Estate Investment Trust
S&P Standard & Poor’s
SPDR Standard & Poor’s Depositary Receipt
The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2017:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks† | | $ | 165,969,011 | | | | — | | | | — | | | $ | 165,969,011 | |
Exchange Traded Funds | | | 31,410 | | | | — | | | | — | | | | 31,410 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Repurchase Agreements | | | — | | | $ | 16,531,627 | | | | — | | | | 16,531,627 | |
Other Investment Companies | | | 7,136,192 | | | | — | | | | — | | | | 7,136,192 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 173,136,613 | | | $ | 16,531,627 | | | | — | | | $ | 189,668,240 | |
| | | | | | | | | | | | | | | | |
† | All common stocks held in the Fund are Level 1 securities. For a detailed breakout of common stocks by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments. |
As of October 31, 2017, 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.
20
AMG Managers CenterSquare Real Estate Fund
Portfolio Manager’s Comments (unaudited)
AMG Managers CenterSquare Real Estate 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, Inc. (CenterSquare), to manage the assets of this Fund.
THE SUBADVISOR
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 investment 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 investment strategy: which REITs do they believe will generate the highest risk-adjusted returns? CenterSquare believes that a diversified fund 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 12 months ending October 31, 2017, the AMG Managers CenterSquare Real Estate Fund (the “Fund”) (Class N) returned 4.75%, compared with 3.94% for its benchmark, the Dow Jones U.S. Select REIT Index. During the same period, the S&P 500® Index returned 23.63%.
The U.S. REIT market was range-bound during the year ended October 31, 2017, as investor sentiment was affected by a shifting short-term outlook for the U.S. Federal Reserve’s interest rate policy and as the prospect of faster future economic growth attracted capital to other, less defensive investment alternatives.
The Fund outperformed the Dow Jones U.S. Select REIT Index over the period. The Fund’s relative performance benefitted from strong selection within alternative housing, hotels and office infill sectors. Sector allocations also had a positive contribution, led by an overweight to data center and underweight to regional mall.
Throughout the year, there was wide dispersion in performance between property sectors. Property sector performance was led by the data center, hotel and industrial sectors, which generated total returns of 36.92%, 27.19% and 23.55%, respectively. Underperforming sectors were shopping centers,
regional malls and healthcare, which posted negative total returns of 19.40%, 16.51% and 2.54%, respectively. Property types with a secular growth theme, including data centers, industrial or single-family residential fared the best during the period. Property types with long-lease durations which are unable to immediately benefit from faster economic growth, such as healthcare, and sectors with a negative secular trend, like retail, performed poorly.
OUTLOOK
The global economic environment is one of uncertain growth and low interest rates. Late in the month, components of the Republican tax plan were unveiled. The hope is that lower tax rates will bolster economic growth, although coming to an agreement on the most comprehensive overhaul of the tax code in decades will not be easy. The forthcoming debate about tax reform is certain to dominate the headlines in the coming months. Irrespective of the global economy or Washington politics, real estate fundamentals are favorable. Occupancy levels are high and cash flow growth is stable. We believe capital is available and attractively priced. Valuations are sensible. Dividends are growing. The real estate market has entered a more complex phase, but the cycle is not over in our view. New construction has begun to slowly increase after years of very constrained building, but remains modest outside of a handful of very specific markets.
The views expressed represent the opinions of CenterSquare Investment Management, Inc. as of October 31, 2017 and are not intended as a forecast or guarantee of future results, and are subject to change without notice.
21
AMG Managers CenterSquare Real Estate Fund
Portfolio Manager’s Comments (continued)
CUMULATIVE TOTAL RETURN PERFORMANCE
AMG Managers CenterSquare Real Estate 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 Fund’s Class N (formerly Class S) shares on October 31, 2007, to a $10,000 investment made in the Dow Jones U.S. Select REIT Index and S&P 500 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.
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The table below shows the average annual total returns for the AMG Managers CenterSquare Real Estate Fund and the Dow Jones U.S. Select REIT Index and S&P 500 Index for the same time periods ended October 31, 2017.
| | | | | | | | | | | | | | | | | | | | |
Average Annual Total Returns1 | | One Year | | | Five Years | | | Ten Years | | | Since Inception | | | Inception Date | |
AMG Managers CenterSquare Real Estate Fund2,3,4,5,6 | | | | | | | | | |
Class N7 | | | 4.75 | % | | | 9.59 | % | | | 6.39 | % | | | 8.88 | % | | | 12/31/97 | |
Class I | | | — | | | | — | | | | — | | | | (1.30 | %) | | | 02/24/17 | |
Class Z | | | — | | | | — | | | | — | | | | (1.27 | %) | | | 02/24/17 | |
Dow Jones U.S. Select REIT Index8 | | | 3.94 | % | | | 9.12 | % | | | 5.08 | % | | | 9.08 | % | | | 12/31/97 | † |
S&P 500® Index9 | | | 23.63 | % | | | 15.18 | % | | | 7.51 | % | | | 7.03 | % | | | 12/31/97 | † |
The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.
Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.835.3879 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.
Distributed by AMG Distributors, Inc., member FINRA/SIPC.
† | Date reflects the inception date of the Fund, not the index. |
1 | Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain |
| distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2017. All returns are in U.S. dollars ($). |
2 | From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns. |
3 | The Fund is subject to 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 | 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. |
5 | Investing in initial public offerings (IPOs) is risky and the prices of stocks purchased in IPOs tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time. Stocks purchased in IPOs generally do not have a trading history, and information about the companies may be available for very limited periods. |
6 | Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase. |
7 | Effective February 27, 2017, Class S was renamed Class N. |
8 | 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. |
9 | 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 S&P 500® Index is unmanaged, is not available for investment, and does not incur expenses. |
The S&P 500® Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc. All rights reserved.
The Dow Jones U.S. Select REIT Index is proprietary data of Standard & Poor’s Dow Jones Indices LLC, a division of McGraw-Hill Companies, Inc. All rights reserved.
Not FDIC insured, nor bank guaranteed. May lose value.
22
AMG Managers CenterSquare Real Estate Fund
Fund Snapshots (unaudited)
October 31, 2017
PORTFOLIO BREAKDOWN
| | | | |
| | % of | |
Sector | | Net Assets | |
Apartments | | | 20.3 | |
Office Property | | | 16.3 | |
Regional Malls | | | 11.2 | |
Hotels | | | 10.3 | |
Health Care | | | 9.6 | |
Warehouse/Industrials | | | 9.3 | |
Diversified | | | 8.7 | |
Shopping Centers | | | 7.4 | |
Storage | | | 7.2 | |
| | | | |
Other Assets Less Liabilities | | | (0.3 | ) |
| | | | |
TOP TEN HOLDINGS
| | | | |
| | % of | |
Security Name | | Net Assets | |
Simon Property Group, Inc. | | | 7.2 | |
Prologis, Inc. | | | 6.3 | |
AvalonBay Communities, Inc. | | | 5.9 | |
CubeSmart | | | 4.3 | |
Boston Properties, Inc. | | | 3.7 | |
Essex Property Trust, Inc. | | | 3.5 | |
HCP, Inc. | | | 3.2 | |
UDR, Inc. | | | 3.1 | |
Starwood Waypoint Homes | | | 3.0 | |
Host Hotels & Resorts, Inc. | | | 2.9 | |
| | | | |
Top Ten as a Group | | | 43.1 | |
| | | | |
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.
23
AMG Managers CenterSquare Real Estate Fund
Schedule of Portfolio Investments
October 31, 2017
| | | | | | | | |
| | Shares | | | Value | |
REITS - 100.3% | | | | | | | | |
Apartments - 20.3% | | | | | |
American Homes 4 Rent, Class A | | | 228,390 | | | $ | 4,860,139 | |
Apartment Investment & Management Co., | | | | | | | | |
Class A | | | 100,616 | | | | 4,425,092 | |
AvalonBay Communities, Inc. | | | 97,830 | | | | 17,739,514 | |
Camden Property Trust | | | 58,690 | | | | 5,354,875 | |
Essex Property Trust, Inc. | | | 40,690 | | | | 10,678,277 | |
Starwood Waypoint Homes | | | 244,700 | | | | 8,885,057 | |
UDR, Inc. | | | 242,180 | | | | 9,394,162 | |
Total Apartments | | | | | | | 61,337,116 | |
Diversified - 8.7% | | | | | | | | |
Corporate Office Properties Trust | | | 117,810 | | | | 3,761,673 | |
Digital Realty Trust, Inc. | | | 9,880 | | | | 1,170,187 | |
Duke Realty Corp. | | | 249,130 | | | | 7,095,223 | |
Equinix, Inc. | | | 12,165 | | | | 5,638,478 | |
STAG Industrial, Inc. | | | 105,880 | | | | 2,890,524 | |
Vornado Realty Trust | | | 75,370 | | | | 5,642,198 | |
Total Diversified | | | | | | | 26,198,283 | |
Health Care - 9.6% | | | | | | | | |
HCP, Inc. | | | 368,160 | | | | 9,513,254 | |
Healthcare Trust of America, Inc., Class A | | | 216,135 | | | | 6,494,857 | |
Medical Properties Trust, Inc. | | | 149,540 | | | | 1,978,414 | |
Ventas, Inc. | | | 48,130 | | | | 3,020,158 | |
Welltower, Inc. | | | 120,890 | | | | 8,094,794 | |
Total Health Care | | | | | | | 29,101,477 | |
Hotels - 10.3% | | | | | | | | |
Chesapeake Lodging Trust | | | 85,214 | | | | 2,377,471 | |
Hilton Worldwide Holdings, Inc. | | | 72,300 | | | | 5,225,844 | |
Host Hotels & Resorts, Inc. | | | 449,310 | | | | 8,788,503 | |
LaSalle Hotel Properties | | | 171,260 | | | | 4,831,245 | |
Sun Communities, Inc. | | | 70,530 | | | | 6,366,038 | |
Sunstone Hotel Investors, Inc. | | | 205,560 | | | | 3,354,739 | |
Total Hotels | | | | | | | 30,943,840 | |
Office Property - 16.3% | | | | | | | | |
Alexandria Real Estate Equities, Inc. | | | 68,660 | | | | 8,511,094 | |
Boston Properties, Inc. | | | 92,860 | | | | 11,252,775 | |
Columbia Property Trust, Inc. | | | 127,910 | | | | 2,824,253 | |
Douglas Emmett, Inc. | | | 155,390 | | | | 6,182,968 | |
Highwoods Properties, Inc. | | | 69,630 | | | | 3,554,611 | |
* | Non-income producing security. |
| | | | | | | | |
| | Shares | | | Value | |
Hudson Pacific Properties, Inc. | | | 95,090 | | | $ | 3,215,944 | |
JBG SMITH Properties* | | | 109,150 | | | | 3,406,571 | |
Kilroy Realty Corp. | | | 83,051 | | | | 5,915,723 | |
Mack-Cali Realty Corp. | | | 189,470 | | | | 4,314,232 | |
Total Office Property | | | | | | | 49,178,171 | |
Regional Malls - 11.2% | | | | | | | | |
GGP, Inc. | | | 422,240 | | | | 8,216,790 | |
The Macerich Co. | | | 66,080 | | | | 3,607,968 | |
Simon Property Group, Inc. | | | 140,590 | | | | 21,837,845 | |
Total Regional Malls | | | | | | | 33,662,603 | |
Shopping Centers - 7.4% | | | | | | | | |
DDR Corp. | | | 286,060 | | | | 2,194,080 | |
Federal Realty Investment Trust | | | 24,980 | | | | 3,010,590 | |
Kimco Realty Corp. | | | 203,750 | | | | 3,700,100 | |
Regency Centers Corp. | | | 115,208 | | | | 7,091,052 | |
Urban Edge Properties | | | 162,110 | | | | 3,803,101 | |
Weingarten Realty Investors | | | 79,120 | | | | 2,409,204 | |
Total Shopping Centers | | | | | | | 22,208,127 | |
Storage - 7.2% | | | | | | | | |
CubeSmart | | | 476,205 | | | | 12,962,300 | |
Extra Space Storage, Inc. | | | 38,670 | | | | 3,155,085 | |
Public Storage | | | 27,530 | | | | 5,705,593 | |
Total Storage | | | | | | | 21,822,978 | |
Warehouse/Industrials - 9.3% | | | | | | | | |
CyrusOne, Inc. | | | 88,840 | | | | 5,453,887 | |
DCT Industrial Trust, Inc. | | | 62,840 | | | | 3,645,977 | |
Prologis, Inc. | | | 294,590 | | | | 19,024,622 | |
Total Warehouse/Industrials | | | | | | | 28,124,486 | |
Total REITS (Cost $306,409,739) | | | | | | | 302,577,081 | |
Short-Term Investments - 0.2% | | | | | | | | |
Other Investment Companies - 0.2% | | | | | |
Dreyfus Government Cash Management Fund, Institutional Class Shares, 0.93%1 | | | 575,665 | | | | 575,665 | |
Total Short-Term Investments (Cost $575,665) | | | | | | | 575,665 | |
Total Investments - 100.5% (Cost $306,985,404) | | | | | | | 303,152,746 | |
Other Assets, less Liabilities - (0.5)% | | | | | | | (1,423,152 | ) |
Net Assets - 100.0% | | | | | | $ | 301,729,594 | |
1 | Yield shown represents the October 31, 2017, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage. |
The accompanying notes are an integral part of these financial statements.
24
AMG Managers CenterSquare Real Estate Fund
Schedule of Portfolio Investments (continued)
The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2017:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
REITS† | | $ | 302,577,081 | | | | — | | | | — | | | $ | 302,577,081 | |
Short-Term Investments | | | 575,665 | | | | — | | | | — | | | | 575,665 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 303,152,746 | | | | — | | | | — | | | $ | 303,152,746 | |
| | | | | | | | | | | | | | | | |
† | All REITs held in the Fund are Level 1 securities. For a detailed breakout of REITs by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments. |
As of October 31, 2017, 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.
25
AMG GW&K Core Bond Fund
Portfolio Manager’s Comments (unaudited)
THE YEAR IN REVIEW
For the 12 months ending October 31, 2017, the AMG GW&K Core Bond Fund (Class I) (the “Fund”) returned 0.91%, compared to the return of 0.90% for the Bloomberg Barclays U.S. Aggregate Bond Index® (the Index).
Fixed income markets experienced a stark departure from the status quo to finish 2016. The unexpected outcome of the U.S. election, OPEC’s decision to cut crude production, and hawkish commentary from the U.S. Federal Reserve (the Fed) prompted a major reappraisal of the narrative that dominated trading through the first three quarters of the year. All at once, long-held assumptions about growth, inflation, taxes, and regulation were called into question and investors responded by sending interest rates sharply higher. Notably, this dramatic move simply brought rates back to approximately where they began the year, suggesting more of a return to normal than an outright panic. The taxable bond market saw its worst quarterly performance in more than 35 years, with the Index posting a return of (2.98)%.
At the start of 2017, fixed income markets were surprisingly quiet despite all of the headlines, as rapidly shifting fiscal and monetary policy narratives limited major moves in either direction. General improvement in the overall economy coupled with gradually increasing inflationary pressures prompted the Fed to raise interest rates for the second time since the election. But this move was accompanied by unexpectedly dovish forward guidance that significantly muted the effects of the hike itself. Similarly, ambitious policy goals from the early days of the Trump administration provided a boost to risk markets on expectations of deregulation, tax reform, and infrastructure spending. But Congress’s failure to repeal the Affordable Care Act led to a stark reappraisal of the potential timing and success of future legislative efforts.
The second quarter saw strong returns, with markets benefiting from both lower interest rates and tighter spreads. The continued unwinding of the reflation trade was the most significant driver, as skepticism surrounding the stimulative effect of any legislation out of Washington weighed on growth and inflation expectations. Meanwhile, credit investors chose instead to focus on robust corporate earnings and an improving global economy, largely shrugging off news out of Washington and major geopolitical headlines (terrorist attacks, missile launches, crude oil prices). Interest rate volatility fell to its lowest level in years, leading some to wonder whether
investors are becoming too complacent (the last time it was this low was in 2013 — a month before the Taper Tantrum); others point to the resilience of risk markets and the lack of negative catalysts on the horizon.
Amid a combination of rising geopolitical tensions, policy uncertainty, and the expected start to the unwinding of the Fed balance sheet, the fixed income market, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, delivered a positive return in the third quarter of 2017. The first two months of the quarter were characterized by persistently weak inflation data, record shattering hurricanes, and provocative saber-rattling from North Korea that drove 10-year U.S. Treasury Note interest rates to their lows of the year. September brought renewed optimism on tax reform, a more hawkish sounding Fed, and the long-expected announcement regarding the tapering of the Fed’s balance sheet. Interest rates quickly reversed course leaving the 10-year Treasury essentially unchanged for the quarter. The market, once optimistically pricing in less than a 30% chance of a hike before year-end, promptly boosted those odds to a closer certainty of 70%.
Interest rates rose in October, particularly at the short end, driven by the passage of a congressional budget resolution, more encouraging economic data and uncertainty over who would be nominated as the next Fed Chair. Meanwhile, the economy expanded at a 3% rate in the third quarter and is enjoying its fastest six-month stretch of growth since 20141. For the month, the yield on two, five, ten and thirty year Treasuries rose 12 bps, 8 bps, 5 bps and 2 bps, respectively. Corporates outperformed the broad market and Treasuries in October, a theme that has been in place throughout the year.
A key driver of returns was the Fund’s overweight to investment grade corporates, which have outperformed the Index. Security selection within the investment grade bucket detracted, especially in consumer cyclicals and basic industry. Selection within real estate investment trusts (REITs), capital goods, and communications was positive. Our underweight to Treasuries helped, so our overweight to corporates at the expense of Treasuries was a net contributor. We were generally equal weight mortgage-backed securities (MBS), thus our allocation decision had minimal impact. Our MBS selection underperformed given our preference for shorter duration seasoned mortgage pools. These pools generally have outperformed in times of rising rates, but are lower yielding than new issue pools and don’t typically benefit as much from tighter
nominal spreads caused by lower volatility which we have seen year to date in 2017. We overweighed taxable municipal bonds, a sector that has outperformed the Index, and where we have benefited from good security selection. For the one-year period ending October 2017, interest rates increased. The Fund’s duration was in line with the benchmark for the overall period; however, duration was longer at the end of 2016 and the start of 2017 when rates were volatile to the upside, thus the net result was a negative affect from the movement in yields.
Even as policy normalization begins, central banks should stay extraordinarily accommodative for years to come due to the formidable headwinds still facing the world’s major economies. In the U.S., longer-term rates are likely to stay constrained by tepid growth, muted inflation, and the recently lowered estimate of the terminal fed funds rate. That said, the significant divide between the Fed and the market on the future path of interest rates, as well as the potential for a significant change in the makeup of the Federal Open Market Committee (FOMC), keeps us cautious. We believe the longer part of the curve offers more attractive returns at this point in the tightening cycle, given the carry and roll available for the interest rate risk being assumed. As such, we have maintained curve positioning that slightly underweights the short end in favor of intermediate maturities. The Fed’s gradual tapering of reinvestment activity should not be a primary headwind for credit. We expect corporates to continue to outperform Treasuries in a low to moderate-growth environment while offering some protection in the event of rising rates.
Fundamentals remain favorable as earnings growth, balance-sheet leverage, and interest coverage remain positive, while equities trade near all-time highs. We acknowledge that valuations have moved toward cycle tights, and against this backdrop we have been steadily moving up in quality throughout the year. We have reduced our overweight to corporate bonds in favor of Treasuries, shortening our corporate spread duration, and pared back our exposure to certain cyclical industries. The favorable story for credit should continue given strong demand, potentially declining supply, and a very low default environment. That said, we remain vigilant regarding the potential turn of the third-longest economic expansion. We believe that our high quality focus will serve us well when the cycle eventually does turn as we continue to focus on corporations that are time-tested and generate cash flow in all business cycles. In the mortgage segment
26
AMG GW&K Core Bond Fund
Portfolio Manager’s Comments (continued)
we still prefer shorter duration, higher-coupon pools, which protect against potential spread widening and rate volatility that may occur with the unwinding of the Fed’s balance sheet.
1U.S. GDP, Commerce Dept, FactSet.
The views expressed represent the opinions of GW&K Investment Management, LLC as of October 31, 2017, and are not intended as a forecast or guarantee of
future results, and are subject to change without notice.
27
AMG GW&K Core Bond Fund
Portfolio Manager’s Comments (continued)
CUMULATIVE TOTAL RETURN PERFORMANCE
AMG GW&K Core Bond 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 Fund’s Class I shares on October 31, 2007, to a $10,000 investment made in the Bloomberg Barclays U.S. Aggregate Bond 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.
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The table below shows the average annual total returns for the AMG GW&K Core Bond Fund and the Bloomberg Barclays U.S. Aggregate Bond Index® for the same time periods ended October 31, 2017.
| | | | | | | | | | | | | | | | | | | | |
Average Annual Total Returns1 | | One Year | | | Five Years | | | Ten Years | | | Since Inception | | | Inception Date | |
AMG GW&K Core Bond Fund2,3,4,5,6,7 | | | | | | | | | |
Class N | | | 0.57 | % | | | — | | | | — | | | | 1.68 | % | | | 05/08/15 | |
Class I | | | 0.91 | % | | | 1.84 | % | | | 4.88 | % | | | 5.98 | % | | | 04/30/93 | |
Class Z | | | 0.98 | % | | | — | | | | — | | | | 2.09 | % | | | 05/08/15 | |
Bloomberg Barclays U.S. Aggregate Bond | | | | | | | | | | | | | | | | | | | | |
Index®8 | | | 0.90 | % | | | 2.04 | % | | | 4.19 | % | | | 5.37 | % | | | 04/30/93 | † |
The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.
Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.835.3879 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.
Distributed by AMG Distributors, Inc., member FINRA/SIPC.
† | Date reflects inception date of the Fund, not the index. |
1 | Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain |
| distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of October 31, 2017. All returns are in U.S. dollars($). |
2 | From time to time, the Fund’s advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns. |
3 | To the extent that the Fund invests in asset-backed or mortgage-backed securities, its exposure to prepayment and extension risks may be greater than investments in other fixed income securities. |
4 | Active and frequent trading of a fund may result in higher transaction costs and increased tax liability. |
5 | The Fund is subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtor’s ability to pay its creditors. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall. |
6 | The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses. |
7 | Many bonds have call provisions which allow the debtors to pay them back before maturity. This is especially true with mortgage securities, which can be paid back anytime. Typically debtors prepay their debt when it is to their advantage (when interest rates drop making a new loan at current rates more attractive), and thus likely to the disadvantage of bondholders, who may have to reinvest prepayment proceeds in securities with lower yields. Prepayment risk will vary depending on the provisions of the security and current interest rates relative to the interest rate of the debt. |
8 | The Bloomberg Barclays U.S. Aggregate Bond Index® is an index of the U.S. investment-grade fixed-rate bond market, including both government and corporate bonds. Unlike the Fund, the Bloomberg Barclays U.S. Aggregate Bond Index® is unmanaged, is not available for investment, and does not incur expenses. |
Not FDIC insured, nor bank guaranteed. May lose value.
28
AMG GW&K Core Bond Fund
Fund Snapshots (unaudited)
October 31, 2017
PORTFOLIO BREAKDOWN
| | | | |
| | % of | |
Category | | Net Assets | |
U.S. Government and Agency Obligations | | | 46.6 | |
Corporate Bonds and Notes | | | 43.5 | |
Municipal Bonds | | | 7.5 | |
Other Assets Less Liabilities | | | 2.4 | |
| | | | |
| | % of | |
Rating | | Market Value* | |
U.S. Government and Agency Obligations | | | 47.8 | |
Aaa | | | 1.2 | |
Aa | | | 13.1 | |
A | | | 16.1 | |
Baa | | | 21.8 | |
* | Includes market value of fixed-income securities only. |
TOP TEN HOLDINGS
| | | | |
| | % of | |
Security Name | | Net Assets | |
U.S. Treasury Bonds, 6.250%, 08/15/23 | | | 6.8 | |
U.S. Treasury Note, 2.000%, 11/30/22 | | | 5.2 | |
U.S. Treasury Bonds, 4.500%, 02/15/36 | | | 2.9 | |
Apple, Inc., 1.811%, 02/09/22 | | | 2.5 | |
Wells Fargo & Co., 2.239%, 02/11/22 | | | 2.4 | |
Fannie Mae Pool, 5.000%, 02/01/34 | | | 2.4 | |
Fannie Mae Pool, 4.500%, 06/01/41 | | | 2.4 | |
Fannie Mae Pool, 4.500%, 04/01/39 | | | 2.3 | |
Fannie Mae Pool, 4.500%, 04/01/39 | | | 2.3 | |
Fannie Mae Pool, 4.500%, 06/01/46 | | | 2.3 | |
| | | | |
Top Ten as a Group | | | 31.5 | |
| | | | |
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.
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.
29
AMG GW&K Core Bond Fund
Schedule of Portfolio Investments
October 31, 2017
| | | | | | | | |
| | Principal Amount | | | Value | |
Corporate Bonds and Notes - 43.5% | | | | | | | | |
Financials - 19.7% | | | | | | | | |
American Tower Corp. 3.375%, 10/15/26 | | $ | 2,548,000 | | | $ | 2,521,922 | |
Bank of America Corp. 3.875%, 08/01/25 | | | 5,368,000 | | | | 5,634,644 | |
Berkshire Hathaway, Inc. 3.125%, 03/15/26 | | | 5,240,000 | | | | 5,310,141 | |
Crown Castle International Corp. 5.250%, 01/15/23 | | | 5,043,000 | | | | 5,587,959 | |
The Goldman Sachs Group, Inc. 6.125%, 02/15/33 | | | 4,687,000 | | | | 5,904,562 | |
Host Hotels & Resorts LP Series C 4.750%, 03/01/23 | | | 3,755,000 | | | | 4,027,412 | |
JPMorgan Chase & Co. Series S 6.750%, 01/29/491,2 | | | 3,584,000 | | | | 4,112,640 | |
Morgan Stanley, GMTN 5.500%, 07/28/21 | | | 4,962,000 | | | | 5,486,965 | |
National Rural Utilities Cooperative Finance Corp. 3.250%, 11/01/25 | | | 3,937,000 | | | | 4,015,830 | |
US Bancorp, MTN 2.950%, 07/15/22 | | | 6,639,000 | | | | 6,799,725 | |
Visa, Inc. 3.150%, 12/14/25 | | | 3,955,000 | | | | 4,046,503 | |
Wells Fargo & Co. (3-Month LIBOR plus 0.930%) 2.239%, 02/11/223 | | | 8,010,000 | | | | 8,097,812 | |
Weyerhaeuser Co. 7.375%, 03/15/32 | | | 2,591,000 | | | | 3,611,237 | |
Total Financials | | | | | | | 65,157,352 | |
Industrials - 23.8% | | | | | | | | |
AbbVie, Inc. 3.200%, 11/06/22 | | | 3,956,000 | | | | 4,057,237 | |
Apple, Inc. (3-Month LIBOR plus 0.500%) 1.811%, 02/09/223 | | | 8,050,000 | | | | 8,156,236 | |
AT&T, Inc. 3.200%, 03/01/22 | | | 6,150,000 | | | | 6,263,345 | |
Automatic Data Processing, Inc. 3.375%, 09/15/25 | | | 5,078,000 | | | | 5,237,764 | |
Burlington Northern Santa Fe LLC 6.150%, 05/01/37 | | | 3,191,000 | | | | 4,228,590 | |
Comcast Corp. 7.050%, 03/15/33 | | | 2,212,000 | | | | 3,076,171 | |
CVS Health Corp. 5.125%, 07/20/45 | | | 3,205,000 | | | | 3,595,102 | |
Georgia-Pacific LLC 8.000%, 01/15/24 | | | 2,523,000 | | | | 3,246,430 | |
International Paper Co. 3.000%, 02/15/27 | | | 5,829,000 | | | | 5,666,196 | |
Kaiser Foundation Hospitals 3.150%, 05/01/27 | | | 3,387,000 | | | | 3,419,775 | |
McDonald’s Corp., MTN 3.700%, 01/30/26 | | | 3,625,000 | | | | 3,795,717 | |
Microsoft Corp. 3.750%, 02/12/45 | | | 3,805,000 | | | | 3,868,131 | |
Mohawk Industries, Inc. 3.850%, 02/01/23 | | | 3,862,000 | | | | 4,023,275 | |
Molson Coors Brewing Co. 3.000%, 07/15/26 | | | 3,920,000 | | | | 3,824,851 | |
Omnicom Group, Inc. 3.600%, 04/15/26 | | | 3,945,000 | | | | 4,006,700 | |
Owens Corning 4.200%, 12/15/22 | | | 3,691,000 | | | | 3,913,550 | |
Verizon Communications, Inc. 4.400%, 11/01/34 | | | 5,490,000 | | | | 5,542,365 | |
The Walt Disney Co., MTN 2.950%, 06/15/27 | | | 3,100,000 | | | | 3,092,687 | |
Total Industrials | | | | | | | 79,014,122 | |
Total Corporate Bonds and Notes (Cost $142,951,144) | | | | | | | 144,171,474 | |
Municipal Bonds - 7.5% | | | | | | | | |
Los Angeles Unified School District 5.750%, 07/01/34 | | | 4,865,000 | | | | 6,248,947 | |
State of California 7.550%, 04/01/39 | | | 4,440,000 | | | | 6,862,020 | |
New Jersey Transportation Trust Fund Authority 5.754%, 12/15/28 | | | 3,765,000 | | | | 4,335,849 | |
Metropolitan Transportation Authority 6.687%, 11/15/40 | | | 3,030,000 | | | | 4,250,636 | |
JobsOhio Beverage System 4.532%, 01/01/35 | | | 2,795,000 | | | | 3,069,944 | |
Total Municipal Bonds (Cost $24,081,000) | | | | | | | 24,767,396 | |
U.S. Government and Agency Obligations - 46.6% | | | | | | | | |
Fannie Mae - 25.9% | | | | | | | | |
Fannie Mae Pool, | | | | | | | | |
3.500%, 07/01/28 to 02/01/46 | | | 9,196,607 | | | | 9,546,979 | |
4.000%, 01/01/29 to 03/01/44 | | | 10,935,514 | | | | 11,515,792 | |
4.500%, 04/01/39 to 06/01/46 | | | 32,220,648 | | | | 34,897,998 | |
5.000%, 02/01/34 to 08/01/40 | | | 14,308,963 | | | | 15,642,295 | |
The accompanying notes are an integral part of these financial statements.
30
AMG GW&K Core Bond Fund
Schedule of Portfolio Investments (continued)
| | | | | | | | |
| | Principal Amount | | | Value | |
Fannie Mae - 25.9% (continued) | | | | | | | | |
Fannie Mae Pool, 5.500%, 08/01/37 to 10/01/41 | | $ | 12,951,881 | | | $ | 14,467,986 | |
Total Fannie Mae | | | | | | | 86,071,050 | |
Freddie Mac - 3.8% | | | | | | | | |
Freddie Mac Gold Pool, | | | | | | | | |
3.500%, 11/01/25 | | | 4,518,332 | | | | 4,735,474 | |
4.000%, 05/01/26 | | | 279,121 | | | | 293,880 | |
5.000%, 07/01/41 to 07/01/44 | | | 6,876,529 | | | | 7,580,358 | |
Total Freddie Mac | | | | | | | 12,609,712 | |
U.S. Treasury Obligations - 16.9% | | | | | |
U.S. Treasury Bonds, | | | | | | | | |
3.500%, 02/15/39 | | | 2,850,000 | | | | 3,209,979 | |
4.500%, 02/15/36 | | | 7,639,000 | | | | 9,782,545 | |
6.250%, 08/15/23 | | | 18,268,000 | | | | 22,409,698 | |
U.S. Treasury Note, | | | | | | | | |
1.750%, 03/31/22 | | | 3,565,000 | | | | 3,534,294 | |
2.000%, 11/30/22 | | | 17,109,000 | | | | 17,085,609 | |
Total U.S. Treasury Obligations | | | | | | | 56,022,125 | |
Total U.S. Government and Agency Obligations (Cost $155,546,107) | | | | | | | 154,702,887 | |
| | Shares | | | | |
Short-Term Investments - 1.7% | | | | | | | | |
Other Investment Companies - 1.7% | | | | | | | | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Class Shares, 1.00%4 | | | 5,539,881 | | | | 5,539,881 | |
Total Short-Term Investments (Cost $5,539,881) | | | | | | | 5,539,881 | |
Total Investments - 99.3% (Cost $328,118,132) | | | | | | | 329,181,638 | |
Other Assets, less Liabilities - 0.7% | | | | | | | 2,409,239 | |
Net Assets - 100.0% | | | | | | $ | 331,590,877 | |
1 | Perpetuity Bond. The date shown is the final call date. |
2 | Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above. |
3 | Variable rate security. The rate shown is based on the latest available information as of October 31, 2017. |
4 | Yield shown represents the October 31, 2017, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage. |
GMTN Global Medium-Term Notes
LIBOR London Interbank Offered Rate
LP Limited Partnership
MTN Medium-Term Note
The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of October 31, 2017:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Corporate Bonds and Notes† | | | — | | | $ | 144,171,474 | | | | — | | | $ | 144,171,474 | |
Municipal Bonds | | | — | | | | 24,767,396 | | | | — | | | | 24,767,396 | |
U.S. Government and Agency Obligations† | | | — | | | | 154,702,887 | | | | — | | | | 154,702,887 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Other Investment Companies | | $ | 5,539,881 | | | | — | | | | — | | | | 5,539,881 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 5,539,881 | | | $ | 323,641,757 | | | | — | | | $ | 329,181,638 | |
| | | | | | | | | | | | | | | | |
† | All corporate bonds and notes and U.S. government and agency obligations held in the Fund are Level 2 securities. For a detailed breakout of corporate bonds and notes and U.S. government and agency obligations by major industry or agency classification, please refer to the Fund’s Schedule of Portfolio Investments. |
As of October 31, 2017, 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.
31
Statement of Assets and Liabilities
October 31, 2017
| | | | | | | | | | | | | | | | |
| | AMG Frontier Small Cap Growth Fund | | | AMG Managers Emerging Opportunities Fund# | | | AMG Managers CenterSquare Real Estate Fund# | | | AMG GW&K Core Bond Fund | |
Assets: | | | | | | | | | | | | | | | | |
Investments at Value* (including securities on loan valued at $3,244,706, $16,280,531, $0, and $0, respectively) | | $ | 18,627,919 | | | $ | 173,136,613 | | | $ | 303,152,746 | | | $ | 329,181,638 | |
Cash | | | — | | | | 7,206 | | | | — | | | | 216 | |
Repurchase Agreements at value** | | | 3,261,809 | | | | 16,531,627 | | | | — | | | | — | |
Receivable for investments sold | | | 110,007 | | | | 454,997 | | | | 2,554,564 | | | | 331,732 | |
Dividend, interest and other receivables | | | 1,911 | | | | 49,770 | | | | 45,223 | | | | 2,614,480 | |
Receivable for Fund shares sold | | | 1,381 | | | | 91,457 | | | | 540,464 | | | | 98,662 | |
Receivable from affiliate | | | 11,724 | | | | — | | | | — | | | | — | |
Prepaid expenses | | | 11,574 | | | | 14,592 | | | | 23,349 | | | | 17,098 | |
Total assets | | | 22,026,325 | | | | 190,286,262 | | | | 306,316,346 | | | | 332,243,826 | |
Liabilities: | | | | | | | | | | | | | | | | |
Payable upon return of securities loaned | | | 3,261,809 | | | | 16,531,627 | | | | — | | | | — | |
Payable for investments purchased | | | 87,130 | | | | 495,186 | | | | 2,407,744 | | | | — | |
Payable for Fund shares repurchased | | | 47,366 | | | | 101,074 | | | | 1,821,376 | | | | 355,197 | |
Accrued expenses: | | | | | | | | | | | | | | | | |
Investment advisory and management fees | | | 10,940 | | | | 149,035 | | | | 157,393 | | | | 130,566 | |
Administrative fees | | | 2,344 | | | | 22,024 | | | | 39,348 | | | | 42,525 | |
Distribution fees | | | 40 | | | | — | | | | — | | | | 31 | |
Shareholder service fees | | | 1,416 | | | | 31,595 | | | | 61,719 | | | | 17,327 | |
Professional fees | | | 27,888 | | | | 32,100 | | | | 39,501 | | | | 54,981 | |
Trustee fees and expenses | | | 169 | | | | 1,548 | | | | 2,939 | | | | 3,165 | |
Other | | | 13,449 | | | | 32,528 | | | | 56,732 | | | | 49,157 | |
Total liabilities | | | 3,452,551 | | | | 17,396,717 | | | | 4,586,752 | | | | 652,949 | |
Net Assets | | $ | 18,573,774 | | | $ | 172,889,545 | | | $ | 301,729,594 | | | $ | 331,590,877 | |
* Investments at cost | | $ | 14,257,173 | | | $ | 116,895,802 | | | $ | 306,985,404 | | | $ | 328,118,132 | |
** Repurchase agreements at cost | | $ | 3,261,809 | | | $ | 16,531,627 | | | | — | | | | — | |
The accompanying notes are an integral part of these financial statements.
32
Statement of Assets and Liabilities (continued)
| | | | | | | | | | | | | | | | |
| | AMG Frontier Small Cap Growth Fund | | | AMG Managers Emerging Opportunities Fund# | | | AMG Managers CenterSquare Real Estate Fund# | | | AMG GW&K Core Bond Fund | |
Net Assets Represent: | | | | | | | | | | | | | | | | |
Paid-in capital | | $ | 10,530,593 | | | $ | 98,909,091 | | | $ | 283,058,307 | | | $ | 332,599,264 | |
Undistributed (distribution in excess of) net investment income | | | — | | | | (162,605 | ) | | | — | | | | 131,951 | |
Accumulated net realized gain (loss) from investments | | | 3,672,435 | | | | 17,902,248 | | | | 22,503,945 | | | | (2,203,844 | ) |
Net unrealized appreciation (depreciation) of investments | | | 4,370,746 | | | | 56,240,811 | | | | (3,832,658 | ) | | | 1,063,506 | |
Net Assets | | $ | 18,573,774 | | | $ | 172,889,545 | | | $ | 301,729,594 | | | $ | 331,590,877 | |
Class N: | | | | | | | | | | | | | | | | |
Net Assets | | $ | 210,312 | | | $ | 148,915,389 | | | $ | 243,684,199 | | | $ | 146,010 | |
Shares outstanding | | | 15,928 | | | | 2,974,489 | | | | 22,109,676 | | | | 14,399 | |
Net asset value, offering and redemption price per share | | $ | 13.20 | | | $ | 50.06 | | | $ | 11.02 | | | $ | 10.14 | |
Class I: | | | | | | | | | | | | | | | | |
Net Assets | | $ | 11,009,497 | | | $ | 23,974,156 | | | $ | 57,902,295 | | | $ | 325,854,628 | |
Shares outstanding | | | 817,686 | | | | 473,763 | | | | 5,253,434 | | | | 32,113,157 | |
Net asset value, offering and redemption price per share | | $ | 13.46 | | | $ | 50.60 | | | $ | 11.02 | | | $ | 10.15 | |
Class Z: | | | | | | | | | | | | | | | | |
Net Assets | | $ | 7,353,965 | | | | — | | | $ | 143,100 | | | $ | 5,590,239 | |
Shares outstanding | | | 536,705 | | | | — | | | | 12,985 | | | | 551,189 | |
Net asset value, offering and redemption price per share | | $ | 13.70 | | | | — | | | $ | 11.02 | | | $ | 10.14 | |
# | Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements. |
The accompanying notes are an integral part of these financial statements.
33
Statement of Operations
For the fiscal year ended October 31, 2017
| | | | | | | | | | | | | | | | |
| | AMG Frontier Small Cap Growth Fund | | | AMG Managers Emerging Opportunities Fund# | | | AMG Managers CenterSquare Real Estate Fund# | | | AMG GW&K Core Bond Fund | |
Investment Income: | | | | | | | | | | | | | | | | |
Dividend income | | $ | 82,920 | | | $ | 1,183,446 | 1 | | $ | 7,203,814 | | | $ | 34,839 | |
Securities lending income | | | 9,755 | | | | 104,384 | | | | — | | | | — | |
Interest income | | | — | | | | — | | | | — | | | | 9,592,390 | |
Total investment income | | | 92,675 | | | | 1,287,830 | | | | 7,203,814 | | | | 9,627,229 | |
Expenses: | | | | | | | | | | | | | | | | |
Investment advisory and management fees | | | 147,485 | | | | 1,619,722 | | | | 2,153,819 | | | | 1,099,650 | |
Administrative fees | | | 27,622 | | | | 242,959 | | | | 538,455 | | | | 549,825 | |
Distribution fees - Class N | | | 437 | | | | — | | | | — | | | | 459 | |
Shareholder servicing fees - Class N | | | 320 | | | | 343,598 | | | | 862,748 | | | | 275 | |
Shareholder servicing fees - Class I | | | 15,431 | | | | — | | | | 15,027 | | | | 232,991 | |
Professional fees | | | 28,802 | | | | 40,638 | | | | 65,087 | | | | 72,628 | |
Registration fees | | | 52,319 | | | | 41,326 | | | | 62,927 | | | | 63,563 | |
Transfer agent fees | | | 7,246 | | | | 34,688 | | | | 35,711 | | | | 40,338 | |
Custodian fees | | | 19,145 | | | | 27,493 | | | | 37,552 | | | | 28,336 | |
Reports to shareholders | | | 4,097 | | | | 14,899 | | | | 73,140 | | | | 11,364 | |
Trustee fees and expenses | | | 1,395 | | | | 12,016 | | | | 26,755 | | | | 28,874 | |
Miscellaneous | | | 3,047 | | | | 8,281 | | | | 23,401 | | | | 17,168 | |
Repayment of prior reimbursements | | | — | | | | 2,209 | | | | — | | | | 45,516 | |
Total expenses before offsets | | | 307,346 | | | | 2,387,829 | | | | 3,894,622 | | | | 2,190,987 | |
Expense reimbursements | | | (106,586 | ) | | | (132,090 | ) | | | — | | | | (197,822 | ) |
Expense reductions | | | — | | | | (20,290 | ) | | | (23,576 | ) | | | — | |
Net expenses | | | 200,760 | | | | 2,235,449 | | | | 3,871,046 | | | | 1,993,165 | |
Net investment income (loss) | | | (108,085 | ) | | | (947,619 | ) | | | 3,332,768 | | | | 7,634,064 | |
Net Realized and Unrealized Gain (Loss): | | | | | | | | | | | | | | | | |
Net realized gain (loss) on investments | | | 4,355,813 | | | | 21,684,274 | | | | 26,241,651 | | | | (917,994 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 627,199 | | | | 28,112,689 | | | | (11,494,670 | ) | | | (4,801,128 | ) |
Net realized and unrealized gain (loss) | | | 4,983,012 | | | | 49,796,963 | | | | 14,746,981 | | | | (5,719,122 | ) |
Net increase in net assets resulting from operations | | $ | 4,874,927 | | | $ | 48,849,344 | | | $ | 18,079,749 | | | $ | 1,914,942 | |
# | Effective February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements. |
1 | Includes non-recurring dividends of $244,518. |
The accompanying notes are an integral part of these financial statements.
34
Statements of Changes in Net Assets
For the fiscal years ended October 31
| | | | | | | | | | | | | | | | | | | | | | | | |
| | AMG Frontier Small Cap Growth Fund# | | | AMG Managers Emerging Opportunities Fund## | | | AMG Managers CenterSquare Real Estate Fund## | |
| | 2017 | | | 2016 | | | 2017 | | | 2016 | | | 2017 | | | 2016 | |
Increase (Decrease) in Net Assets Resulting From Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | $ | (108,085 | ) | | $ | (46,430 | ) | | $ | (947,619 | ) | | $ | (654,363 | ) | | $ | 3,332,768 | | | $ | 7,277,663 | |
Net realized gain on investments | | | 4,355,813 | | | | 400,443 | | | | 21,684,274 | | | | 1,490,561 | | | | 26,241,651 | | | | 33,240,249 | |
Net change in unrealized appreciation/depreciation of investments | | | 627,199 | | | | (1,576,969 | ) | | | 28,112,689 | | | | 1,694,620 | | | | (11,494,670 | ) | | | (24,037,460 | ) |
Net increase (decrease) in net assets resulting from operations | | | 4,874,927 | | | | (1,222,956 | ) | | | 48,849,344 | | | | 2,530,818 | | | | 18,079,749 | | | | 16,480,452 | |
Distributions to Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income: | | | | | | | | | | | | | | | | | | | | | | | | |
Class N | | | — | | | | — | | | | — | | | | — | | | | (6,688,109 | ) | | | (4,897,741 | ) |
Class I | | | — | | | | — | | | | — | | | | (33,487 | ) | | | (144,564 | ) | | | — | |
Class Z | | | — | | | | — | | | | — | | | | — | | | | (744 | ) | | | — | |
From net realized gain on investments: | | | | | | | | | | | | | | | | | | | | | | | | |
Class N | | | (680 | ) | | | (39,181 | ) | | | (474,506 | ) | | | (15,729,753 | ) | | | (33,199,655 | ) | | | (30,833,694 | ) |
Class I | | | (43,105 | ) | | | (2,718,707 | ) | | | (95,766 | ) | | | (3,402,361 | ) | | | — | | | | — | |
Class Z | | | (40,815 | ) | | | (3,460,083 | ) | | | — | | | | — | | | | — | | | | — | |
Total distributions to shareholders | | | (84,600 | ) | | | (6,217,971 | ) | | | (570,272 | ) | | | (19,165,601 | ) | | | (40,033,072 | ) | | | (35,731,435 | ) |
Capital Share Transactions:1 | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) from capital share transactions | | | (5,047,285 | ) | | | (2,944,893 | ) | | | (24,561,311 | ) | | | (11,283,898 | ) | | | (98,423,119 | ) | | | 91,179,116 | |
Total increase (decrease) in net assets | | | (256,958 | ) | | | (10,385,820 | ) | | | 23,717,761 | | | | (27,918,681 | ) | | | (120,376,442 | ) | | | 71,928,133 | |
Net Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of year | | | 18,830,732 | | | | 29,216,552 | | | | 149,171,784 | | | | 177,090,465 | | | | 422,106,036 | | | | 350,177,903 | |
End of year | | $ | 18,573,774 | | | $ | 18,830,732 | | | $ | 172,889,545 | | | $ | 149,171,784 | | | $ | 301,729,594 | | | $ | 422,106,036 | |
End of year undistributed (distribution in excess of) net investment income (loss) | | | — | | | $ | (18,783 | ) | | $ | (162,605 | ) | | $ | (794,779 | ) | | | — | | | $ | 2,637,734 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
# | Effective October 1, 2016, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements. |
## | Effective October 1, 2016 and February 27, 2017, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements. |
1 | See Note 1(g) of the Notes to Financial Statements. |
The accompanying notes are an integral part of these financial statements.
35
Statements of Changes in Net Assets (continued)
For the fiscal years ended October 31
| | | | | | | | |
| | AMG GW&K Core Bond Fund# | |
| | 2017 | | | 2016 | |
Increase in Net Assets Resulting From Operations: | | | | | | | | |
Net investment income | | $ | 7,634,064 | | | $ | 9,172,783 | |
Net realized loss on investments | | | (917,994 | ) | | | (829,205 | ) |
Net change in unrealized appreciation/depreciation of investments | | | (4,801,128 | ) | | | 13,166,333 | |
Net increase in net assets resulting from operations | | | 1,914,942 | | | | 21,509,911 | |
Distributions to Shareholders: | | | | | | | | |
From net investment income: | | | | | | | | |
Class N | | | (3,147 | ) | | | (3,419 | ) |
Class I | | | (7,469,075 | ) | | | (8,966,452 | ) |
Class Z | | | (121,102 | ) | | | (109,755 | ) |
From net realized gain on investments: | | | | | | | | |
Class N | | | — | | | | (2,907 | ) |
Class I | | | — | | | | (11,341,059 | ) |
Class Z | | | — | | | | (117,591 | ) |
Total distributions to shareholders | | | (7,593,324 | ) | | | (20,541,183 | ) |
Capital Share Transactions:1 | | | | | | | | |
Net decrease from capital share transactions | | | (83,092,352 | ) | | | (157,731,953 | ) |
Total decrease in net assets | | | (88,770,734 | ) | | | (156,763,225 | ) |
Net Assets: | | | | | | | | |
Beginning of year | | | 420,361,611 | | | | 577,124,836 | |
End of year | | $ | 331,590,877 | | | $ | 420,361,611 | |
End of year undistributed net investment income | | $ | 131,951 | | | $ | 91,171 | |
| | | | | | | | |
# | Effective October 1, 2016, the Funds’ share classes were renamed as described in Note 1 of the Notes to the Financial Statements. |
1 | See Note 1(g) of the Notes to Financial Statements. |
The accompanying notes are an integral part of these financial statements.
36
AMG Frontier Small Cap Growth Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class N | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 10.29 | | | $ | 13.57 | | | $ | 25.12 | | | $ | 26.26 | | | $ | 18.81 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment loss1,2 | | | (0.11 | ) | | | (0.06 | )3 | | | (0.12 | ) | | | (0.21 | )4 | | | (0.14 | )5 |
Net realized and unrealized gain (loss) on investments | | | 3.07 | | | | (0.22 | ) | | | 0.19 | | | | 2.05 | | | | 7.59 | |
Total income (loss) from investment operations | | | 2.96 | | | | (0.28 | ) | | | 0.07 | | | | 1.84 | | | | 7.45 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized gain on investments | | | (0.05 | ) | | | (3.00 | ) | | | (11.62 | ) | | | (2.98 | ) | | | — | |
Total distributions to shareholders | | | (0.05 | ) | | | (3.00 | ) | | | (11.62 | ) | | | (2.98 | ) | | | — | |
Net Asset Value, End of Year | | $ | 13.20 | | | $ | 10.29 | | | $ | 13.57 | | | $ | 25.12 | | | $ | 26.26 | |
Total Return2 | | | 28.82 | %6 | | | (3.01 | )%6 | | | (3.06 | )% | | | 7.24 | % | | | 39.61 | %6 |
Ratio of net expenses to average net assets | | | 1.43 | % | | | 1.55 | % | | | 1.55 | % | | | 1.55 | % | | | 1.58 | %7 |
Ratio of gross expenses to average net assets8 | | | 2.01 | % | | | 1.95 | % | | | 1.81 | % | | | 1.74 | % | | | 1.65 | %7 |
Ratio of net investment loss to average net assets2 | | | (0.93 | )% | | | (0.58 | )% | | | (0.76 | )% | | | (0.86 | )% | | | (0.64 | )%7 |
Portfolio turnover | | | 99 | % | | | 70 | % | | | 99 | % | | | 63 | % | | | 65 | % |
Net assets end of year (000’s) omitted | | $ | 210 | | | $ | 147 | | | $ | 179 | | | $ | 365 | | | $ | 366 | |
| | | | | | | | | | | | | | | | | | | | |
37
AMG Frontier Small Cap Growth Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class I | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 10.46 | | | $ | 13.76 | | | $ | 25.40 | | | $ | 26.48 | | | $ | 18.92 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment loss1,2 | | | (0.08 | ) | | | (0.03 | )3 | | | (0.08 | ) | | | (0.15 | )4 | | | (0.10 | )5 |
Net realized and unrealized gain (loss) on investments | | | 3.13 | | | | (0.23 | ) | | | 0.20 | | | | 2.08 | | | | 7.66 | |
Total income (loss) from investment operations | | | 3.05 | | | | (0.26 | ) | | | 0.12 | | | | 1.93 | | | | 7.56 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized gain on investments | | | (0.05 | ) | | | (3.04 | ) | | | (11.76 | ) | | | (3.01 | ) | | | — | |
Total distributions to shareholders | | | (0.05 | ) | | | (3.04 | ) | | | (11.76 | ) | | | (3.01 | ) | | | — | |
Net Asset Value, End of Year | | $ | 13.46 | | | $ | 10.46 | | | $ | 13.76 | | | $ | 25.40 | | | $ | 26.48 | |
Total Return2 | | | 29.22 | %6 | | | (2.77 | )%6 | | | (2.78 | )% | | | 7.54 | % | | | 39.96 | % |
Ratio of net expenses to average net assets | | | 1.15 | % | | | 1.29 | % | | | 1.28 | % | | | 1.28 | % | | | 1.33 | %7 |
Ratio of gross expenses to average net assets8 | | | 1.73 | % | | | 1.69 | % | | | 1.55 | % | | | 1.47 | % | | | 1.40 | %7 |
Ratio of net investment loss to average net assets2 | | | (0.65 | )% | | | (0.32 | )% | | | (0.51 | )% | | | (0.59 | )% | | | (0.43 | )%7 |
Portfolio turnover | | | 99 | % | | | 70 | % | | | 99 | % | | | 63 | % | | | 65 | % |
Net assets end of year (000’s) omitted | | $ | 11,009 | | | $ | 9,570 | | | $ | 12,671 | | | $ | 14,842 | | | $ | 15,273 | |
| | | | | | | | | | | | | | | | | | | | |
38
AMG Frontier Small Cap Growth Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class Z | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 10.63 | | | $ | 13.95 | | | $ | 25.69 | | | $ | 26.72 | | | $ | 19.04 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment loss1,2 | | | (0.06 | ) | | | (0.01 | )3 | | | (0.05 | ) | | | (0.09 | )4 | | | (0.04 | )5 |
Net realized and unrealized gain (loss) on investments | | | 3.18 | | | | (0.22 | ) | | | 0.21 | | | | 2.10 | | | | 7.72 | |
Total income (loss) from investment operations | | | 3.12 | | | | (0.23 | ) | | | 0.16 | | | | 2.01 | | | | 7.68 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized gain on investments | | | (0.05 | ) | | | (3.09 | ) | | | (11.90 | ) | | | (3.04 | ) | | | — | |
Total distributions to shareholders | | | (0.05 | ) | | | (3.09 | ) | | | (11.90 | ) | | | (3.04 | ) | | | — | |
Net Asset Value, End of Year | | $ | 13.70 | | | $ | 10.63 | | | $ | 13.95 | | | $ | 25.69 | | | $ | 26.72 | |
Total Return2 | | | 29.42 | %6 | | | (2.53 | )%6 | | | (2.55 | )% | | | 7.78 | % | | | 40.34 | %6 |
Ratio of net expenses to average net assets | | | 1.00 | % | | | 1.05 | % | | | 1.05 | % | | | 1.05 | % | | | 1.08 | %7 |
Ratio of gross expenses to average net assets8 | | | 1.58 | % | | | 1.44 | % | | | 1.32 | % | | | 1.24 | % | | | 1.15 | %7 |
Ratio of net investment loss to average net assets2 | | | (0.50 | )% | | | (0.10 | )% | | | (0.28 | )% | | | (0.34 | )% | | | (0.17 | )%7 |
Portfolio turnover | | | 99 | % | | | 70 | % | | | 99 | % | | | 63 | % | | | 65 | % |
Net assets end of year (000’s) omitted | | $ | 7,354 | | | $ | 9,114 | | | $ | 16,366 | | | $ | 21,070 | | | $ | 58,117 | |
| | | | | | | | | | | | | | | | | | | | |
# | Effective October 1, 2016, Investor Class, Service Class and Institutional Class were renamed Class N, Class I and Class Z, respectively. |
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 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.09), $(0.06), and $(0.04) for Class N, Class I and Class Z shares, respectively. |
4 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.22), $(0.16), and $(0.10) for Class N, Class I and Class Z shares, respectively. |
5 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $(0.20), $(0.17), and $(0.09) for Class N, Class I and Class Z shares, respectively. |
6 | The total return is calculated using the published Net Asset Value as of fiscal year end. |
7 | Includes non-routine extraordinary expenses amounting to 0.026%, 0.026% and 0.026% of average net assets for the Class N, Class I and Class Z, respectively. |
8 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
39
AMG Managers Emerging Opportunities Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class N | | 2017# | | | 2016## | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 37.09 | | | $ | 40.76 | | | $ | 47.11 | | | $ | 51.19 | | | $ | 37.26 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment loss1,2 | | | (0.27 | )3 | | | (0.17 | )4 | | | (0.24 | )5 | | | (0.29 | )6 | | | (0.14 | )7 |
Net realized and unrealized gain (loss) on investments | | | 13.38 | | | | 1.02 | | | | (0.79 | ) | | | 3.01 | | | | 16.99 | |
Total income (loss) from investment operations | | | 13.11 | | | | 0.85 | | | | (1.03 | ) | | | 2.72 | | | | 16.85 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | — | | | | (0.07 | ) |
Net realized gain on investments | | | (0.14 | ) | | | (4.52 | ) | | | (5.32 | ) | | | (6.80 | ) | | | (2.85 | ) |
Total distributions to shareholders | | | (0.14 | ) | | | (4.52 | ) | | | (5.32 | ) | | | (6.80 | ) | | | (2.92 | ) |
Net Asset Value, End of Year | | $ | 50.06 | | | $ | 37.09 | | | $ | 40.76 | | | $ | 47.11 | | | $ | 51.19 | |
Total Return2,8 | | | 35.43 | % | | | 2.50 | % | | | (3.01 | )% | | | 5.09 | % | | | 49.00 | % |
Ratio of net expenses to average net assets9 | | | 1.42 | % | | | 1.41 | % | | | 1.42 | % | | | 1.41 | %10 | | | 1.44 | %11 |
Ratio of gross expenses to average net assets12 | | | 1.51 | % | | | 1.62 | % | | | 1.61 | % | | | 1.61 | %10 | | | 1.65 | %11 |
Ratio of net investment loss to average net assets2 | | | (0.62 | )% | | | (0.47 | )% | | | (0.55 | )% | | | (0.61 | )%10 | | | (0.33 | )%11 |
Portfolio turnover | | | 58 | % | | | 72 | % | | | 89 | % | | | 98 | % | | | 96 | % |
Net assets end of year (000’s) omitted | | $ | 148,915 | | | $ | 124,045 | | | $ | 145,980 | | | $ | 169,398 | | | $ | 172,959 | |
| | | | | | | | | | | | | | | | | | | | |
40
AMG Managers Emerging Opportunities Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class I | | 2017 | | | 2016## | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 37.40 | | | $ | 41.05 | | | $ | 47.32 | | | $ | 51.31 | | | $ | 37.37 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment loss1,2 | | | (0.16 | )3 | | | (0.08 | )4 | | | (0.13 | )5 | | | (0.17 | )6 | | | (0.03 | )7 |
Net realized and unrealized gain (loss) on investments | | | 13.51 | | | | 1.02 | | | | (0.80 | ) | | | 3.00 | | | | 16.99 | |
Total income (loss) from investment operations | | | 13.35 | | | | 0.94 | | | | (0.93 | ) | | | 2.83 | | | | 16.96 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.04 | ) | | | — | | | | — | | | | (0.17 | ) |
Net realized gain on investments | | | (0.15 | ) | | | (4.55 | ) | | | (5.34 | ) | | | (6.82 | ) | | | (2.85 | ) |
Total distributions to shareholders | | | (0.15 | ) | | | (4.59 | ) | | | (5.34 | ) | | | (6.82 | ) | | | (3.02 | ) |
Net Asset Value, End of Year | | $ | 50.60 | | | $ | 37.40 | | | $ | 41.05 | | | $ | 47.32 | | | $ | 51.31 | |
Total Return2,8 | | | 35.80 | % | | | 2.73 | % | | | (2.76 | )% | | | 5.33 | % | | | 49.36 | % |
Ratio of net expenses to average net assets9 | | | 1.17 | % | | | 1.16 | % | | | 1.17 | % | | | 1.16 | %10 | | | 1.19 | %11 |
Ratio of gross expenses to average net assets12 | | | 1.26 | % | | | 1.37 | % | | | 1.36 | % | | | 1.36 | %10 | | | 1.40 | %11 |
Ratio of net investment loss to average net assets2 | | | (0.37 | )% | | | (0.22 | )% | | | (0.30 | )% | | | (0.36 | )%10 | | | (0.08 | )%11 |
Portfolio turnover | | | 58 | % | | | 72 | % | | | 89 | % | | | 98 | % | | | 96 | % |
Net assets end of year (000’s) omitted | | $ | 23,974 | | | $ | 25,127 | | | $ | 31,111 | | | $ | 35,282 | | | $ | 44,089 | |
# | Effective February 27, 2017, Class S was renamed Class N. |
## | Effective October 1, 2016, the Service Class and Institutional Class were renamed Class S and Class I, respectively. |
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 | Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.34) and $(0.23) for Class N and Class I shares, respectively. |
4 | Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.24) and $(0.15) for Class N and Class I shares, respectively. |
5 | Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.30) and $(0.19) for Class N and Class I shares, respectively. |
6 | Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.33) and $(0.21) for Class N and Class I shares, respectively. |
7 | Includes non-recurring dividends. Without these dividends, net investment loss per share would have been $(0.31) and $(0.20) for Class N and Class I shares, respectively. |
8 | The total return is calculated using the published Net Asset Value as of fiscal year end. |
9 | Includes reduction from broker recapture amounting to 0.01%, 0.02%, 0.03% and 0.01% for the fiscal years ended 2017, 2016, 2014 and 2013, respectively. |
10 | Includes tax expense of $23,725 or 0.01% |
11 | Includes non-routine extraordinary expenses amounting to 0.022% and 0.022% of average net assets for the Class N and Class I, respectively. |
12 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
41
AMG Managers CenterSquare Real Estate Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class N | | 2017# | | | 2016## | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 11.68 | | | $ | 12.34 | | | $ | 12.03 | | | $ | 10.79 | | | $ | 10.07 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income1,2 | | | 0.10 | | | | 0.22 | 3 | | | 0.16 | 4 | | | 0.14 | | | | 0.11 | |
Net realized and unrealized gains on investments | | | 0.42 | | | | 0.40 | | | | 0.75 | | | | 1.84 | | | | 0.96 | |
Total income from investment operations | | | 0.52 | | | | 0.62 | | | | 0.91 | | | | 1.98 | | | | 1.07 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.21 | ) | | | (0.15 | ) | | | (0.21 | ) | | | (0.13 | ) | | | (0.10 | ) |
Net realized gain on investments | | | (0.97 | ) | | | (1.13 | ) | | | (0.39 | ) | | | (0.61 | ) | | | (0.25 | ) |
Total distributions to shareholders | | | (1.18 | ) | | | (1.28 | ) | | | (0.60 | ) | | | (0.74 | ) | | | (0.35 | ) |
Net Asset Value, End of Year | | $ | 11.02 | | | $ | 11.68 | | | $ | 12.34 | | | $ | 12.03 | | | $ | 10.79 | |
Total Return2 | | | 4.75 | %5 | | | 5.33 | %5 | | | 7.68 | %5 | | | 19.88 | %5 | | | 10.89 | % |
Ratio of net expenses to average net assets6 | | | 1.08 | % | | | 1.15 | % | | | 1.16 | % | | | 1.19 | % | | | 1.26 | %7 |
Ratio of gross expenses to average net assets8 | | | 1.09 | % | | | 1.16 | % | | | 1.17 | % | | | 1.20 | % | | | 1.27 | %7 |
Ratio of net investment income to average net assets2 | | | 0.91 | % | | | 1.88 | % | | | 1.32 | % | | | 1.27 | % | | | 1.08 | %7 |
Portfolio turnover | | | 71 | % | | | 65 | % | | | 61 | % | | | 49 | % | | | 86 | % |
Net assets end of year (000’s) omitted | | $ | 243,684 | | | $ | 422,106 | | | $ | 350,178 | | | $ | 315,958 | | | $ | 212,626 | |
| | | | | | | | | | | | | | | | | | | | |
42
AMG Managers CenterSquare Real Estate Fund
Financial Highlights
For a share outstanding throughout each fiscal period
| | | | |
| | For the fiscal period ended | |
Class I | | October 31, 20179 | |
Net Asset Value, Beginning of Period | | $ | 11.22 | |
Income (loss) from Investment Operations: | | | | |
Net investment income1,2 | | | 0.11 | |
Net realized and unrealized loss on investments | | | (0.26 | ) |
Total loss from investment operations | | | (0.15 | ) |
Less Distributions to Shareholders from: | | | | |
Net investment income | | | (0.05 | ) |
Total distributions to shareholders | | | (0.05 | ) |
Net Asset Value, End of Period | | $ | 11.02 | |
Total Return2 | | | (1.30 | )%5,10 |
Ratio of net expenses to average net assets | | | 0.94 | %11,12 |
Ratio of gross expenses to average net assets8 | | | 0.95 | %11 |
Ratio of net investment income to average net assets2 | | | 1.46 | %11 |
Portfolio turnover | | | 71 | %10 |
Net assets end of period (000’s) omitted | | $ | 57,902 | |
| | | | |
43
AMG Managers CenterSquare Real Estate Fund
Financial Highlights
For a share outstanding throughout each fiscal period
| | | | |
| | For the fiscal period ended | |
Class Z | | October 31, 20179 | |
Net Asset Value, Beginning of Period | | $ | 11.22 | |
Income (loss) from Investment Operations: | | | | |
Net investment income1,2 | | | 0.12 | |
Net realized and unrealized loss on investments | | | (0.26 | ) |
Total loss from investment operations | | | (0.14 | ) |
Less Distributions to Shareholders from: | | | | |
Net investment income | | | (0.06 | ) |
Total distributions to shareholders | | | (0.06 | ) |
Net Asset Value, End of Period | | $ | 11.02 | |
Total Return2 | | | (1.27 | )%5,10 |
Ratio of net expenses to average net assets | | | 0.83 | %11,12 |
Ratio of gross expenses to average net assets8 | | | 0.84 | %11 |
Ratio of net investment income to average net assets2 | | | 1.57 | %11 |
Portfolio turnover | | | 71 | %10 |
Net assets end of period (000’s) omitted | | $ | 143 | |
# | Effective February 27, 2017, Class S was renamed Class N. |
## | Effective October 1, 2016, the shares were reclassified and redesignated as Class S 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 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.12 for Class N shares. |
4 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.13 for Class N shares. |
5 | The total return is calculated using the published Net Asset Value as of fiscal year end. |
6 | Includes reduction from broker recapture amounting to 0.01%, 0.01%, 0.01%, 0.01% and 0.01% for the fiscal years ended 2017, 2016, 2015, 2014 and 2013, respectively. |
7 | Includes non-routine extraordinary expenses amounting to 0.027% of average net assets |
8 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
9 | Commencement of operations was on February 27, 2017. |
12 | Includes reduction from broker recapture amounting to 0.01% for the period ended 2017. |
44
AMG GW&K Core Bond Fund
Financial Highlights
For a share outstanding throughout each fiscal period
| | | | | | | | | | | | |
| | For the fiscal years ended October 31, | | | For the fiscal period ended October 31, 20151 | |
Class N | | 2017 | | | 2016# | | |
Net Asset Value, Beginning of Period | | $ | 10.26 | | | $ | 10.23 | | | $ | 10.39 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | |
Net investment income2,3 | | | 0.18 | | | | 0.16 | | | | 0.08 | |
Net realized and unrealized gain (loss) on investments | | | (0.12 | ) | | | 0.28 | | | | (0.16 | ) |
Total income (loss) from investment operations | | | 0.06 | | | | 0.44 | | | | (0.08 | ) |
Less Distributions to Shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.18 | ) | | | (0.17 | ) | | | (0.08 | ) |
Net realized gain on investments | | | — | | | | (0.24 | ) | | | — | |
Total distributions to shareholders | | | (0.18 | ) | | | (0.41 | ) | | | (0.08 | ) |
Net Asset Value, End of Period | | $ | 10.14 | | | $ | 10.26 | | | $ | 10.23 | |
Total Return3,4 | | | 0.57 | % | | | 4.44 | % | | | (0.76 | )%5 |
Ratio of net expenses to average net assets | | | 0.88 | % | | | 0.88 | % | | | 0.88 | %6 |
Ratio of gross expenses to average net assets8 | | | 0.93 | % | | | 0.97 | % | | | 0.99 | %6 |
Ratio of net investment income to average net assets3 | | | 1.75 | % | | | 1.51 | % | | | 1.67 | %6 |
Portfolio turnover | | | 18 | % | | | 48 | % | | | 175 | %5 |
Net assets end of period (000’s) omitted | | $ | 146 | | | $ | 293 | | | $ | 124 | |
| | | | | | | | | | | | |
45
AMG GW&K Core Bond Fund
Financial Highlights
For a share outstanding throughout each fiscal year
| | | | | | | | | | | | | | | | | | | | |
| | For the fiscal years ended October 31, | |
Class I | | 2017 | | | 2016# | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Year | | $ | 10.27 | | | $ | 10.24 | | | $ | 10.87 | | | $ | 10.63 | | | $ | 11.14 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income2,3 | | | 0.21 | | | | 0.21 | | | | 0.18 | | | | 0.16 | | | | 0.16 | |
Net realized and unrealized gain (loss) on investments | | | (0.12 | ) | | | 0.26 | | | | (0.11 | ) | | | 0.22 | | | | (0.24 | ) |
Total income (loss) from investment operations | | | 0.09 | | | | 0.47 | | | | 0.07 | | | | 0.38 | | | | (0.08 | ) |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.21 | ) | | | (0.20 | ) | | | (0.35 | ) | | | (0.14 | ) | | | (0.26 | ) |
Net realized gain on investments | | | — | | | | (0.24 | ) | | | (0.35 | ) | | | — | | | | (0.15 | ) |
Distributions from return of capital | | | — | | | | — | | | | — | | | | — | | | | (0.02 | ) |
Total distributions to shareholders | | | (0.21 | ) | | | (0.44 | ) | | | (0.70 | ) | | | (0.14 | ) | | | (0.43 | ) |
Net Asset Value, End of Year | | $ | 10.15 | | | $ | 10.27 | | | $ | 10.24 | | | $ | 10.87 | | | $ | 10.63 | |
Total Return3,4 | | | 0.91 | % | | | 4.79 | % | | | 0.68 | % | | | 3.64 | % | | | (0.72 | )% |
Ratio of net expenses to average net assets | | | 0.55 | % | | | 0.55 | % | | | 0.56 | % | | | 0.58 | % | | | 0.61 | %7 |
Ratio of gross expenses to average net assets8 | | | 0.60 | % | | | 0.65 | % | | | 0.67 | % | | | 0.67 | % | | | 0.70 | %7 |
Ratio of net investment income to average net assets3 | | | 2.08 | % | | | 2.01 | % | | | 1.70 | % | | | 1.46 | % | | | 1.45 | %7 |
Portfolio turnover | | | 18 | % | | | 48 | % | | | 175 | % | | | 177 | % | | | 255 | % |
Net assets end of year (000’s) omitted | | $ | 325,855 | | | $ | 414,400 | | | $ | 572,110 | | | $ | 942,956 | | | $ | 1,243,510 | |
| | | | | | | | | | | | | | | | | | | | |
46
AMG GW&K Core Bond Fund
Financial Highlights
For a share outstanding throughout each fiscal period
| | | | | | | | | | | | |
| | For the fiscal years ended October 31, | | | For the fiscal period ended October 31, 20151 | |
Class Z | | 2017 | | | 2016# | | |
Net Asset Value, Beginning of Period | | $ | 10.26 | | | $ | 10.23 | | | $ | 10.39 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | |
Net investment income2,3 | | | 0.22 | | | | 0.19 | | | | 0.10 | |
Net realized and unrealized gain (loss) on investments | | | (0.12 | ) | | | 0.29 | | | | (0.16 | ) |
Total income (loss) from investment operations | | | 0.10 | | | | 0.48 | | | | (0.06 | ) |
Less Distributions to Shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.22 | ) | | | (0.21 | ) | | | (0.10 | ) |
Net realized gain on investments | | | — | | | | (0.24 | ) | | | — | |
Total distributions to shareholders | | | (0.22 | ) | | | (0.45 | ) | | | (0.10 | ) |
Net Asset Value, End of Period | | $ | 10.14 | | | $ | 10.26 | | | $ | 10.23 | |
Total Return3,4 | | | 0.98 | % | | | 4.85 | % | | | (0.58 | )%5 |
Ratio of net expenses to average net assets | | | 0.48 | % | | | 0.48 | % | | | 0.48 | %6 |
Ratio of gross expenses to average net assets8 | | | 0.53 | % | | | 0.58 | % | | | 0.59 | %6 |
Ratio of net investment income to average net assets3 | | | 2.15 | % | | | 1.88 | % | | | 2.05 | %6 |
Portfolio turnover | | | 18 | % | | | 48 | % | | | 175 | %5 |
Net assets end of period (000’s) omitted | | $ | 5,590 | | | $ | 5,668 | | | $ | 4,891 | |
# | Effective October 1, 2016, Investor Class, Service Class and Institutional Class were renamed Class N, Class I and Class Z, respectively. |
1 | Commencement of operations was on May 8, 2015. |
2 | Per share numbers have been calculated using average shares. |
3 | Total returns and net investment income would have been lower had certain expenses not been offset. |
4 | The total return is calculated using the published Net Asset Value as of fiscal year end. |
7 | Includes non-routine extraordinary expenses amounting to 0.025% of average net assets. |
8 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and non-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
47
Notes to Financial Statements
October 31, 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AMG Funds 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”), AMG Managers Emerging Opportunities Fund (“Emerging Opportunities”), AMG Managers CenterSquare Real Estate Fund (“Real Estate”) and AMG GW&K Core Bond Fund (“Core Bond”), each a “Fund” and collectively, the “Funds.”
Each Fund offers different classes of shares, which, effective October 1, 2016, were renamed. Both Small Cap and Core Bond previously offered Investor Class shares, Service Class shares, and Institutional Class shares which were renamed to Class N, Class I and Class Z, respectively; Emerging Opportunities previously offered Service Class shares and Institutional Class shares which were renamed Class S and Class I, respectively; and Real Estate shares were reclassified and redesignated Class S. Effective February 27, 2017, Emerging Opportunities’s and Real Estate’s Class S shares were renamed Class N and Real Estate commenced offering Class I and Class Z shares. Each class represents an interest in the same assets of the respective Fund. Although all share classes generally have identical voting rights, each share class votes separately when required by law. Different share classes may pay different distribution amounts to the extent the net asset value per share and/or the expenses of such share classes differ. Each share class has its own expense structure. Please refer to a current prospectus for additional information on each share class.
Real Estate is non-diversified. 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.
The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:
a. VALUATION OF INVESTMENTS
Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in the over-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.
Fixed income securities purchased with a remaining maturity exceeding 60 days are valued at the evaluated bid price or the mean price provided by an authorized pricing service or, if an evaluated price is not available, by reference to other securities which are considered comparable in credit rating, interest rate, due date and other features (generally referred to as “matrix pricing”) or other similar pricing methodologies. Investments in certain mortgage-backed and stripped mortgage-backed securities, preferred stocks, convertible securities, derivatives and other debt securities not traded on an organized securities market are valued on the basis of valuations provided by dealers or by a pricing service which uses information with respect to transactions in such securities and various relationships between such securities and yield to maturity in determining value.
Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in other open-end regulated investment companies are valued at their end of day net asset value per share.
The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (the “Investment Manager”) are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.
The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.
With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each
48
Notes to Financial Statements (continued)
business day provided that each individual price exceeds a pre-established confidence level.
U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.
The three-tier hierarchy of inputs is summarized below:
Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts,)
Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, 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. Transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period.
b. SECURITY TRANSACTIONS
Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.
c. INVESTMENT INCOME AND EXPENSES
Dividend income is recorded on the ex-dividend date. Dividends from foreign securities are recorded on the ex-dividend date, and if after the fact, as soon as the Funds become aware of the ex-dividend date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Upon notification from issuers, distributions received from a real estate investment trust (“REIT”) may be redesignated as a reduction of cost of investments and/or realized gain. Other
income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trust and other trusts within the AMG Funds family of mutual funds (collectively the “AMG Funds Family”) based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of each Fund, and certain fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.
The following Funds had certain portfolio trades directed to various brokers under a brokerage recapture program. Credits received from the brokerage recapture program are earned and paid on a monthly basis, and are recorded as expense offsets, which serve to reduce the Funds’ overall expense ratio. For the fiscal year ended October 31, 2017, the impact on the expense ratios, if any, were as follows: Emerging Opportunities—$20,290 or less than 0.01% and Real Estate - $23,576 or less than 0.01%.
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, with the exception of Real Estate, which declares and pays out income dividends quarterly in March, June, September and December, and Core Bond, which normally declares income dividends daily and pays out monthly. Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are due to current year redesignations of net operating loss to offset short term capital gains, partnership adjustments and redesignation of dividends paid. Temporary differences are due to differing treatments for losses deferred due to tax regulations, partnerships, wash sales and mergers.
49
Notes to Financial Statements (continued)
The tax character of distributions paid during the fiscal years ended October 31, 2017 and October 31, 2016 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Small Cap | | | Emerging Opportunities | | | Real Estate | |
Distributions paid from: | | 2017 | | | 2016 | | | 2017 | | | 2016 | | | 2017 | | | 2016 | |
Ordinary income | | | — | | | | — | | | | — | | | $ | 32,727 | | | $ | 5,970,502 | | | $ | 4,790,308 | |
Short-term capital gains | | | — | | | $ | 103,173 | | | | — | | | | 3,260,385 | | | | 8,434,466 | | | | 4,394,602 | |
Long-term capital gains | | $ | 84,600 | | | | 6,114,798 | | | $ | 570,272 | | | | 15,872,489 | | | | 25,628,104 | | | | 26,546,525 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 84,600 | | | $ | 6,217,971 | | | $ | 570,272 | | | $ | 19,165,601 | | | $ | 40,033,072 | | | $ | 35,731,435 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | | | | | | | | | | Core Bond | |
Distributions paid from: | | | | | | | | | | | | | | 2017 | | | 2016 | |
Ordinary income | | | | | | | | | | | | | | | | | | $ | 7,593,324 | | | $ | 9,081,612 | |
Short-term capital gains | | | | | | | | | | | | | | | | | | | — | | | | — | |
Long-term capital gains | | | | | | | | | | | | | | | | | | | — | | | | 11,459,571 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | $ | 7,593,324 | | | $ | 20,541,183 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
As of October 31, 2017, the components of distributable earnings (excluding unrealized appreciation/depreciation) on tax basis consisted of:
| | | | | | | | | | | | | | | | |
| | Small Cap | | | Emerging Opportunities | | | Real Estate | | | Core Bond | |
Capital loss carryforward | | | — | | | | — | | | | — | | | $ | 2,203,844 | |
Undistributed ordinary income | | | — | | | | — | | | | — | | | | 131,951 | |
Undistributed short-term capital gains | | $ | 970,945 | | | $ | 4,187,061 | | | $ | 6,565,642 | | | | — | |
Undistributed long-term capital gains | | | 3,132,216 | | | | 15,239,582 | | | | 18,328,605 | | | | — | |
Late-year loss deferral | | | — | | | | — | | | | — | | | | — | |
At October 31, 2017, the approximate cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax were as follows:
| | | | | | | | | | | | | | | | |
Fund | | Cost | | | Appreciation | | | Depreciation | | | Net | |
Small Cap | | $ | 17,949,708 | | | $ | 4,739,629 | | | $ | (799,609 | ) | | $ | 3,940,020 | |
Emerging Opportunities | | | 135,114,429 | | | | 59,374,263 | | | | (4,820,452 | ) | | | 54,553,811 | |
Real Estate | | | 309,375,706 | | | | 16,560,194 | | | | (22,783,154 | ) | | | (6,222,960 | ) |
Core Bond | | | 328,118,132 | | | | 3,320,348 | | | | (2,256,842 | ) | | | 1,063,506 | |
e. FEDERAL TAXES
Each Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.
Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.
Management has analyzed the Funds’ tax positions taken on federal income tax returns as of October 31, 2017, 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, Management is not aware
of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses.
f. CAPITAL LOSS CARRYOVERS AND DEFERRALS
As of October 31, 2017, the following Funds had accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains, if any, for an unlimited time period.
| | | | | | | | | | | | |
| | Capital Loss | | | | |
| | Carryover Amounts | | | | |
Fund | | Short-Term | | | Long-Term | | | Total | |
Core Bond | | $ | 2,203,844 | | | | — | | | $ | 2,203,844 | |
50
Notes to Financial Statements (continued)
As of October 31, 2017, Small Cap, Emerging Opportunities and Real Estate 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, 2018, 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 Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date.
For the fiscal years ended October 31, 2017 and October 31, 2016, the capital stock transactions by class for the Funds were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Small Cap | | | Emerging Opportunities | |
| | October 31, 2017 | | | October 31, 2016 | | | October 31, 2017 | | | October 31, 2016 | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | |
Class N: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 1,726 | | | $ | 20,611 | | | | 163 | | | $ | 1,711 | | | | 124,645 | | | $ | 5,394,996 | | | | 135,799 | | | $ | 4,880,742 | |
Reinvestment of distributions | | | 60 | | | | 680 | | | | 3,645 | | | | 39,181 | | | | 11,112 | | | | 468,577 | | | | 434,339 | | | | 15,527,622 | |
Cost of shares repurchased | | | (172 | ) | | | (2,029 | ) | | | (2,704 | ) | | | (26,541 | ) | | | (505,849 | ) | | | (21,866,550 | ) | | | (806,723 | ) | | | (28,544,150 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | 1,614 | | | $ | 19,262 | | | | 1,104 | | | $ | 14,351 | | | | (370,092 | ) | | $ | (16,002,977 | ) | | | (236,585 | ) | | $ | (8,135,786 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class I: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 44,220 | | | $ | 526,638 | | | | 10,899 | | | $ | 109,835 | | | | 97,412 | | | $ | 4,391,063 | | | | 98,304 | | | $ | 3,433,383 | |
Reinvestment of distributions | | | 3,731 | | | | 43,022 | | | | 246,254 | | | | 2,686,627 | | | | 2,202 | | | | 93,688 | | | | 93,687 | | | | 3,369,928 | |
Cost of shares repurchased | | | (145,343 | ) | | | (1,724,403 | ) | | | (262,834 | ) | | | (2,838,855 | ) | | | (297,784 | ) | | | (13,043,085 | ) | | | (277,928 | ) | | | (9,951,423 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net decrease | | | (97,392 | ) | | $ | (1,154,743 | ) | | | (5,681 | ) | | $ | (42,393 | ) | | | (198,170 | ) | | $ | (8,558,334 | ) | | | (85,937 | ) | | $ | (3,148,112 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class Z: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 6,364 | | | $ | 76,190 | | | | 136,208 | | | $ | 1,455,548 | | | | — | | | | — | | | | — | | | | — | |
Reinvestment of distributions | | | 3,482 | | | | 40,815 | | | | 312,847 | | | | 3,460,083 | | | | — | | | | — | | | | — | | | | — | |
Cost of shares repurchased | | | (330,679 | ) | | | (4,028,809 | ) | | | (764,579 | ) | | | (7,832,482 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net decrease | | | (320,833 | ) | | $ | (3,911,804 | ) | | | (315,524 | ) | | $ | (2,916,851 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
51
Notes to Financial Statements (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Real Estate | | | Core Bond | |
| | October 31, 2017 | | | October 31, 2016 | | | October 31, 2017 | | | October 31, 2016 | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | |
Class N: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 7,839,045 | | | $ | 87,226,250 | | | | 18,653,759 | | | $ | 222,136,592 | | | | 12,223 | | | $ | 123,539 | | | | 15,854 | | | $ | 162,090 | |
Reinvestment of distributions | | | 3,219,980 | | | | 34,583,644 | | | | 2,747,238 | | | | 31,501,690 | | | | 297 | | | | 2,978 | | | | 623 | | | | 6,285 | |
Cost of shares repurchased | | | (25,090,414 | ) | | | (278,435,016 | ) | | | (13,630,885 | ) | | | (162,459,166 | ) | | | (26,707 | ) | | | (267,495 | ) | | | (37 | ) | | | (378 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (14,031,389 | ) | | $ | (156,625,122 | ) | | | 7,770,112 | | | $ | 91,179,116 | | | | (14,187 | ) | | $ | (140,978 | ) | | | 16,440 | | | $ | 167,997 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class I:1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 5,898,330 | | | $ | 65,213,040 | | | | — | | | | — | | | | 1,948,710 | | | $ | 19,639,391 | | | | 2,352,377 | | | $ | 23,954,519 | |
Reinvestment of distributions | | | 4,064 | | | | 45,022 | | | | — | | | | — | | | | 711,997 | | | | 7,154,704 | | | | 1,944,030 | | | | 19,519,468 | |
Cost of shares repurchased | | | (648,960 | ) | | | (7,198,342 | ) | | | — | | | | — | | | | (10,908,824 | ) | | | (109,731,047 | ) | | | (19,824,182 | ) | | | (202,131,751 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | 5,253,434 | | | $ | 58,059,720 | | | | — | | | | — | | | | (8,248,117 | ) | | $ | (82,936,952 | ) | | | (15,527,775 | ) | | $ | (158,657,764 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class Z:1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 26,293 | | | $ | 287,191 | | | | — | | | | — | | | | 54,299 | | | $ | 543,277 | | | | 69,158 | | | $ | 709,268 | |
Reinvestment of distributions | | | 67 | | | | 743 | | | | — | | | | — | | | | 7,059 | | | | 70,932 | | | | 21,406 | | | | 214,913 | |
Cost of shares repurchased | | | (13,375 | ) | | | (145,651 | ) | | | — | | | | — | | | | (62,513 | ) | | | (628,631 | ) | | | (16,235 | ) | | | (166,367 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | 12,985 | | | $ | 142,283 | | | | — | | | | — | | | | (1,155 | ) | | $ | (14,422 | ) | | | 74,329 | | | $ | 757,814 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1 | Commencement of operations for Class I and Class Z of Real Estate was February 27, 2017. |
At October 31, 2017, certain unaffiliated shareholders of record individually or collectively held greater than 10% of the net assets of the Funds as follows: Small Cap - one owns 13%. Transactions by this shareholder may have a material impact on the Fund.
h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS
The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Funds participate on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Funds’ custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.
At October 31, 2017, the market value of Repurchase Agreements outstanding for Small Cap and Emerging Opportunities were $3,261,809 and $16,531,627, respectively.
2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES
For each of the Funds, the Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail
distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by 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”). Emerging Opportunities is managed by Lord Abbett & Co. LLC, Next Century Growth Investors, LLC, RBC Global Asset Management (U.S.) Inc., and WEDGE Capital Management LLP. Real Estate is managed by CenterSquare Investment Management, Inc. Core Bond is managed by GW&K Investment Management, LLC (“GW&K”). AMG indirectly owns a majority interest in Frontier and GW&K.
Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. the Funds’ investment management fees are paid at the following annual rate of each Fund’s respective average daily net assets:
| | | | |
Small Cap | | | 0.70 | % |
Emerging Opportunities | | | 1.00 | % |
Real Estate | | | 0.60 | % |
Core Bond | | | 0.30 | % |
52
Notes to Financial Statements (continued)
Prior to July 1, 2017, the annual rate for the investment management fees was 0.85% of the Fund’s average daily net assets for Small Cap. Prior to October 1, 2016, the annual rate for the investment management fees was 1.00% of the Fund’s average daily net assets for Small Cap.
The Investment Manager has contractually agreed, through at least March 1, 2019 for Small Cap and through at least March 1, 2018 for Emerging Opportunities and Core Bond, to waive management fees and/or reimburse fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of Small Cap, Emerging Opportunities, and Core Bond to 0.90%, 1.18% and 0.48%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances. Prior to July 1, 2017, the Small Cap contractual expense limitation was 1.05%. The Investment Manager has contractually agreed, through at least March 1, 2018 for Real Estate, to waive management fees and/or reimburse the Fund’s 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) of the Fund to 1.24% of the Fund’s average daily net assets, subject to later reimbursement by the Fund in certain circumstances. The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement between the Investment Manager and the Board, or in the event of the Fund’s liquidation unless the Fund is reorganized or is a party to a merger in which the surviving entity is successor to the accounting and performance information of the Fund.
In general, for a period of up to 36 months, the Investment Manager may recover from each Fund fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount.
At October 31, 2017, the Funds’ expiration of recoupment is as follows:
| | | | | | | | | | | | |
Expiration Period | | Small Cap | | | Emerging Opportunities | | | Core Bond | |
Less than 1 year | | $ | 94,472 | | | $ | 358,771 | | | $ | 684,358 | |
Within 2 years | | | 86,272 | | | | 291,604 | | | | 442,748 | |
Within 3 years | | | 106,586 | | | | 132,090 | | | | 197,822 | |
| | | | | | | | | | | | |
Total Amount Subject to Recoupment | | $ | 287,330 | | | $ | 782,465 | | | $ | 1,324,928 | |
| | | | | | | | | | | | |
The Trust, on behalf of the Funds, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to each Fund. Effective October 1, 2016, each Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service. Prior to October 1, 2016, Emerging Opportunities, Real Estate and Core Bond paid an administration fee under a similar contract at an
annual rate of 0.25%, 0.25% and 0.20%, respectively, of each Fund’s average daily net assets, while Small Cap did not pay an Administration fee.
The Funds are distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.
Small Cap and Core Bond each have adopted a distribution and service plan (the “Plan”) with respect to the Class N shares, in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset-based sales charges. Pursuant to the Plan, each Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of each Fund’s Class N shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor up to 0.25% annually of each Fund’s average daily net assets attributable to the Class N shares.
Effective October 1, 2016, for Class N of Small Cap, Emerging Opportunities, Real Estate and Core Bond and for Class I of Small Cap, Real Estate and Core Bond, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to financial intermediaries, such as broker-dealers (including fund supermarket platforms), banks, any trust companies who provide shareholder recordkeeping, account servicing and other services. Class N shares of Small Cap, Emerging Opportunities, Real Estate and Core Bond and Class I shares of Small Cap, Real Estate and Core Bond 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.
53
Notes to Financial Statements (continued)
The impact on the annualized expense ratio for the fiscal year ended October 31, 2017, were as follows:
| | | | | | | | |
| | Maximum Annual | | | Actual | |
| | Amount | | | Amount | |
Fund | | Approved | | | Incurred | |
Small Cap | | | | | | | | |
Class N* | | | 0.25 | % | | | 0.18 | % |
Class I | | | 0.15 | % | | | 0.15 | % |
Emerging Opportunities | | | | | | | | |
Class N | | | 0.25 | % | | | 0.25 | % |
Real Estate | | | | | | | | |
Class N | | | 0.25 | % | | | 0.25 | % |
Class I | | | 0.15 | % | | | 0.11 | % |
Core Bond | | | | | | | | |
Class N | | | 0.15 | % | | | 0.15 | % |
Class I | | | 0.10 | % | | | 0.06 | % |
* | Effective February 27, 2017, the maximum annual rate was decreased to 0.15% from 0.25%. |
The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds family. The Trustees of the Trust who are not affiliated with an Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.
The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the fiscal year ended October 31, 2017, Small Cap borrowed a maximum amount of $2,158,700 for three days paying interest of $258, Emerging Opportunities borrowed a maximum amount of $4,187,214 for 13 days paying interest of $869 and Real Estate borrowed a maximum amount of $23,366,111 for 52 days paying interest of $9,602. The interest amount is included in the Statement of Operations as miscellaneous expense. At October 31, 2017, the Funds had no interfund loans outstanding.
For the fiscal year ended October 31, 2017, Emerging Opportunities executed security transactions with other funds affiliated with Lord, Abbett & Co., LLC, one of the subadvisors. Each of the transactions were executed at the closing price of the security transacted and with no commissions under Rule 17a-7 procedures approved by the Board. For the fiscal year end October 31, 2017, there was 1 purchase transaction for a total quantity of 2,813 shares at a cost of $57,104 and 8 sale transactions for a total quantity of 21,779 shares with proceeds of $827,105. The realized gain on the sales was $323,838.
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, 2017, were as follows:
| | | | | | | | |
| | Long Term Securities | |
Fund | | Purchases | | | Sales | |
Small Cap | | $ | 18,063,474 | | | $ | 23,479,380 | |
Emerging Opportunities | | | 90,466,332 | | | | 118,172,326 | |
Real Estate | | | 252,865,880 | | | | 384,654,137 | |
Core Bond | | | 41,605,629 | | | | 93,657,504 | |
Core Bond purchases and sales of U.S. Government obligations during the fiscal year ended October 31, 2017 were $22,952,680 and $48,143,411, respectively.
4. PORTFOLIO SECURITIES LOANED
The Funds, other than Real Estate, participate in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash and is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in a separate omnibus account managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.
At October 31, 2017, the value of the securities loaned and cash collateral received, were as follows:
| | | | | | | | |
| | Securities | | | Cash Collateral | |
Fund | | Loaned | | | Received | |
Small Cap | | $ | 3,244,706 | | | $ | 3,261,809 | |
Emerging Opportunities | | | 16,280,531 | | | | 16,531,627 | |
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
54
Notes to Financial Statements (continued)
Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.
6. MASTER NETTING AGREEMENTS
The Funds may enter into master netting agreements with their counterparties for the securities lending program, and Repurchase Agreements, which provide the right, in the
event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Funds do not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4.
The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of October 31, 2017:
| | | | | | | | | | | | | | | | |
| | | | | Gross Amount Not Offset in the | | | | |
| | | | | Statement of Assets and Liabilities | | | | |
| | Net Amounts of Assets | | | Financial | | | | | | | |
| | Presented in the Statement | | | Instruments | | | Cash Collateral | | | | |
Fund | | of Assets and Liabilities | | | Collateral | | | Received | | | Net Amount | |
Small Cap | | | | | | | | | | | | | | | | |
Citigroup Global Markets, Inc. | | $ | 1,000,000 | | | $ | 1,000,000 | | | | — | | | | — | |
Daiwa Capital Markets America | | | 1,000,000 | | | | 1,000,000 | | | | — | | | | — | |
HSBC Securities, Inc. | | | 1,000,000 | | | | 1,000,000 | | | | — | | | | — | |
Jefferies LLC | | | 261,809 | | | | 261,809 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Totals | | $ | 3,261,809 | | | $ | 3,261,809 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Emerging Opportunities | | | | | | | | | | | | | | | | |
Bank of Montreal | | $ | 826,119 | | | $ | 826,119 | | | | — | | | | — | |
Citigroup Global Markets, Inc. | | | 3,926,377 | | | | 3,926,377 | | | | — | | | | — | |
Daiwa Capital Markets America | | | 3,926,377 | | | | 3,926,377 | | | | — | | | | — | |
HSBC Securities, Inc. | | | 3,926,377 | | | | 3,926,377 | | | | — | | | | — | |
Nomura Securities International, Inc. | | | 3,926,377 | | | | 3,926,377 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Totals | | $ | 16,531,627 | | | $ | 16,531,627 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
7. REGULATORY UPDATES
On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X, which sets forth the form and content of financial statements. Effective August 1, 2017, the Funds have adopted these amendments and noted no significant impact on the financial statements and accompanying notes.
8. SUBSEQUENT EVENTS
Commencing with the fiscal year beginning on November 1, 2017, the fiscal year of Real Estate will be changed from the period ending October 31 of each year to the period ending December 31 of each year.
The Funds have determined that no other material events or transactions occurred through the issuance date of the Funds’ financial statements which require an additional disclosure in or adjustment of the Funds’ financial statements.
TAX INFORMATION (unaudited)
The AMG Frontier Small Cap Growth, AMG Managers Emerging Opportunities, AMG Managers CenterSquare Real Estate and AMG GW&K Core Bond 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 2016/2017 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.
55
Notes to Financial Statements (continued)
Pursuant to section 852 of the Internal Revenue Code, AMG Frontier Small Cap Growth, AMG Managers Emerging Opportunities, AMG Managers CenterSquare Real Estate and AMG GW&K Core Bond Funds each hereby designates $84,600,
$570,272, $25,628,104, and $0, respectively, as a capital gain distribution with respect to the taxable year ended October 31, 2017, or if subsequently determined to be different, the net capital gains of such fiscal year.
56
Report of Independent Registered Public Accounting Firm
TO THE BOARD OF TRUSTEES OF AMG FUNDS I AND SHAREHOLDERS OF THE AMG FRONTIER SMALL CAP GROWTH FUND, AMG MANAGERS EMERGING OPPORTUNITIES FUND, AMG MANAGERS CENTERSQUARE REAL ESTATE FUND AND AMG GW&K CORE BOND 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 position of the AMG Frontier Small Cap Growth Fund, AMG Managers Emerging Opportunities Fund, AMG Managers CenterSquare Real Estate Fund and AMG GW&K Core Bond Fund (the “Funds”) as of October 31, 2017, 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 as of October 31, 2017 by correspondence with the custodian and 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 27, 2017
57
AMG Funds
Trustees and Officers
The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and ages are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with
companies that provide services to the Funds, and review the Funds’ performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830.
There is no stated term of office for Trustees. Trustees serve until their
resignation, retirement or removal in accordance with the Trust’s organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.
Independent Trustees
The following Trustees are not “interested persons” of the Trust within the meaning of the 1940 Act:
| | |
Number of Funds | | |
Overseen in Fund Complex | | Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee |
• Trustee since 2012 | | Bruce B. Bingham, 69 |
• Oversees 61 Funds in Fund Complex | | Partner, Hamilton Partners (real estate development firm) (1987-Present); Director of The Yacktman Funds (2000-2012). |
| |
• Trustee since 2000 • Oversees 61 Funds in Fund Complex | | Edward J. Kaier, 72 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 since 2013 | | Kurt A. Keilhacker, 54 |
• Oversees 63 Funds in Fund Complex | | Managing Member, TechFund Capital (1997-Present); Managing Member, TechFund Europe (2000-Present); Board Member, 6wind SA, (2002-Present); Managing Member, Elementum Ventures (2013-Present); Trustee, Gordon College (2001-2016). |
| |
• Trustee since 2000 | | Steven J. Paggioli, 67 |
• Oversees 63 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 (32 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008-Present). |
| |
• Trustee since 2013 | | Richard F. Powers III, 71 |
• Oversees 61 Funds in Fund Complex | | Adjunct Professor, U.S. Naval War College (2016); Adjunct Professor, Boston College (2010-2013); President and CEO of Van Kampen Investments Inc. (1998-2003). |
| |
• Independent Chairman | | Eric Rakowski, 59 |
• Trustee since 2000 • Oversees 63 Funds in Fund Complex | | Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc. (9 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio). |
| |
• Trustee since 2013 | | Victoria L. Sassine, 52 |
• Oversees 63 Funds in Fund Complex | | Lecturer, Babson College (2007-Present). |
| |
• Trustee since 2000 | | Thomas R. Schneeweis, 70 |
• Oversees 61 Funds in Fund Complex | | Professor Emeritus, University of Massachusetts (2013-Present); Partner, S Capital Wealth Advisors (2015-Present); President, TRS Associates (1982-Present); Board Member, Chartered Alternative Investment Association (“CAIA”) (2002-Present); Director, CAIA Foundation (Education) (2010-Present); Director, Institute for Global Asset and Risk Management (Education) (2010-Present); Partner, S Capital Management, LLC (2007-2015); 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). |
58
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.
| | |
Number of Funds Overseen in Fund Complex | | Name, Age, Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee |
• Trustee since 2011 | | Christine C. Carsman, 65 |
• Oversees 63 Funds in Fund Complex | | Executive Vice President, Deputy General Counsel and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2017-Present); Director (2010-Present) and Chair of the Board of Directors (2015-Present), AMG Funds plc; Director of Harding, Loevner Funds, Inc. (9 portfolios); Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-2016); 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, Age, Principal Occupation(s) During Past 5 Years |
• President since 2014 | | Jeffrey T. Cerutti, 49 |
• Principal Executive Officer since 2014 • Chief Executive Officer since 2016 | | Chief Executive Officer, AMG Funds LLC (2014-Present); Director, President and Principal, AMG Distributors, Inc. (2014-Present); President and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2014-Present); Chief Executive Officer, President and Principal Executive Officer, AMG Funds IV, (2015-Present); Chief Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2016-Present); Chief Executive Officer, Aston Asset Management, LLC (2016); 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, 59 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 Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2007-Present); Chief Compliance Officer, AMG Funds IV, (2016-Present); Chief Operating Officer and Chief Investment Officer, Aston Asset Management, LLC (2016); Chief Operating Officer, Aston Funds (2016); President and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2012-2014); Managing Partner, AMG Funds LLC (2007-2014); President, 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 2015 | | Mark J. Duggan, 52 |
• Chief Legal Officer since 2015 | | Senior Vice President and Senior Counsel, AMG Funds LLC (2015-Present); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2015-Present); Secretary and Chief Legal Officer, AMG Funds IV, (2015-Present); Attorney, K&L Gates, LLP (2009-2015). |
| |
• Chief Financial Officer since 2017 • Treasurer since 2017 • Principal Financial Officer since 2017 • Principal Accounting Officer since 2017 | | Thomas G. Disbrow, 51 Vice President, Mutual Fund Treasurer & CFO, AMG Funds, AMG Funds LLC (2017-Present); Chief Financial Officer, Principal Financial Officer, Treasurer and Principal Accounting Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Managing Director - Global Head of Traditional Funds Product Control, UBS Asset Management (Americas), Inc. (2015-2017); Managing Director - Head of North American Funds Treasury, UBS Asset Management (Americas), Inc. (2011-2015). |
| |
• Deputy Treasurer since 2017 | | John A. Starace, 47 Director, Mutual Fund Accounting, AMG Funds LLC (2017-Present); Vice President, Deputy Treasurer of Mutual Funds Services, AMG Funds LLC (2014-2017); Deputy Treasurer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Vice President, Citi Hedge Fund Services (2010-2014); Audit Senior Manager (2005-2010) and Audit Manager (2001-2005), Deloitte & Touche LLP. |
| |
• Controller since 2017 | | Christopher R. Townsend, 50 Vice President, Business Finance, AMG Funds LLC (2017-Present); Head of Business Finance, AMG Funds LLC (2015-2017); Chief Financial Officer and Financial and Operations Principal, AMG Distributors, Inc. (2016-Present); Controller, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Treasurer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017); Chief Financial Officer, Aston Asset Management LLC (2016); Head of Finance and Accounting, Allianz Asset Management (2006-2015). |
59
AMG Funds
Trustees and Officers (continued)
| | |
| |
Position(s) Held with Fund and Length of Time Served | | Name, Age, Principal Occupation(s) During Past 5 Years |
| |
• Chief Compliance Officer since 2016 | | Gerald F. Dillenburg, 50 Vice President, Chief Compliance Officer AMG Funds, AMG Funds LLC (2017-Present); Chief Compliance Officer AMG Funds, AMG Funds LLC (2016-2017); Chief Compliance Officer and Sarbanes Oxley Code of Ethics Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2016-Present); Chief Compliance Officer, AMG Funds IV (1996-Present); Sarbanes-Oxley Code of Ethics Compliance Officer, AMG Funds IV (2016-Present); Chief Compliance Officer, Aston Asset Management, LLC (2006-2016); Chief Operating Officer, Aston Funds (2003-2016); Secretary, Aston Funds (1996-2015); Chief Financial Officer, Aston Funds (1997-2010); Chief Financial Officer, Aston Asset Management, LLC (2006-2010); Treasurer, Aston Funds (1996-2010). |
| |
• Anti-Money Laundering Compliance Officer since 2014 | | Patrick J. Spellman, 43 Vice President, Chief Compliance Officer, AMG Funds LLC (2017-Present); Senior Vice Presdient, Chief Compliance Officer, AMG Funds LLC (2011-2017); Chief Compliance Officer, AMG Distributors, Inc., (2010-Present); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2014-Present); Anti-Money Laundering Officer, AMG Funds IV, (2016-Present); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011). |
| |
• Assistant Secretary since 2016 | | Maureen A. Meredith, 32 Director, Counsel, AMG Funds LLC (2017-Present); Vice President, Counsel, AMG Funds LLC (2015-2017); Assistant Secretary, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2016-Present); Associate, Ropes & Gray LLP (2011-2015); Law Fellow, Massachusetts Appleseed Center for Law and Justice (2010-2011). |
| |
• Assistant Secretary since 2016 | | Marc J. Peirce, 55 Director, Legal and Compliance, AMG Funds LLC (2017-Present); Vice President, Compliance Officer, AMG Funds LLC (2016-2017); Assistant Secretary, AMG Funds IV (2001-Present); Assistant Secretary, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2016-Present); Vice President, Aston Asset Management, LLC (1998-2016); Assistant Chief Compliance Officer, Aston Asset Management, LLC (2006-2016). |
60
Annual Renewal of Investment Management and Subadvisory Agreements
At an in-person meeting held on June 28-29, 2017, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”), approved (i) the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for each of AMG Managers Emerging Opportunities Fund, AMG Frontier Small Cap Growth Fund, AMG Managers CenterSquare Real Estate Fund (formerly AMG Managers Real Estate Securities Fund) and AMG GW&K Core Bond Fund (each, a “Fund,” and collectively, the “Funds”) and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 and separately an amendment, to be effective July 1, 2017, to the Investment Management Agreement with respect to AMG Frontier Small Cap Growth Fund (collectively, the “Investment Management Agreements”) and (ii) the Subadvisory Agreement, as amended at any time prior to the date of the meeting, for each of the Subadvisers to the Funds and separately an amendment, to be effective July 1, 2017, to the Subadvisory Agreement with respect to AMG Frontier Small Cap Growth Fund (collectively, the “Subadvisory Agreements”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of these agreements. In considering the Investment Management Agreements and the Subadvisory Agreements, the Trustees reviewed a variety of materials relating to each Fund, the Investment Manager and each Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (each, a “Peer Group”), performance information for relevant benchmark indices (each, a “Fund Benchmark”) and, with respect to each applicable Subadviser, 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 28-29, 2017, regarding the nature, extent and quality of services provided by the Investment Manager and the Subadvisers under their respective agreements. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel and with management; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment
Management 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 its duties with respect to the Funds and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreement and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Funds; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadvisers; (c) the Investment Manager’s ability to supervise the Funds’ other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreements and supervising each Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by each Subadviser of its obligations to a Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of each Subadviser’s investment performance with respect to a Fund; prepares and presents periodic reports to the Board regarding the investment performance of each Subadviser and other information regarding each Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of each Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of each Subadviser and makes appropriate
reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of each Subadviser; assists the Board and management of the Trust in developing and reviewing information with respect to the initial approval of each Subadvisory Agreement and annual consideration of each Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of any Subadviser or the replacement of any Subadviser, including at the request of the Board; identifies potential successors to or replacements of any subadviser or potential additional Subadvisers, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own 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 Agreements and applicable law. With respect to AMG Frontier Small Cap Growth Fund and AMG GW&K Core Bond Fund, the Trustees noted the affiliation of each Subadviser with the Investment Manager, noting any potential conflicts of interest. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreements and the Investment Manager’s undertaking to maintain contractual expense limitations for the Funds. The Trustees also considered the Investment Manager’s risk management processes.
The Trustees also reviewed information relating to each Subadviser’s operations and personnel and the investment philosophy, strategies and techniques (for each Subadviser, its “Investment Strategy”) used in managing a Fund or the portion of a Fund for which the Subadviser has portfolio management responsibility. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding each Subadviser’s organizational and management structure and each Subadviser’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individual(s) at each Subadviser with portfolio management responsibility
61
Annual Renewal of Investment Management and Subadvisory Agreements (continued)
for a Fund or the portion of a Fund managed by the Subadviser, 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 by multiple Subadvisers, the Trustees also noted information provided by the Investment Manager regarding the manner in which each Subadviser’s Investment Strategy complements those utilized by the Fund’s other Subadvisers. In the course of their deliberations, the Trustees evaluated, among other things: (a) the services rendered by each Subadviser in the past; (b) the qualifications and experience of the Subadviser’s personnel; and (c) the Subadviser’s compliance program. The Trustees also took into account the financial condition of each Subadviser with respect to its ability to provide the services required under its Subadvisory Agreement. The Trustees also considered each Subadviser’s risk management processes.
PERFORMANCE
As noted above, the Board considered each Fund’s net performance during relevant time periods as compared to each Fund’s Peer Group and Fund Benchmark and considered each applicable Subadviser’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 Subadviser as compared to the Subadviser’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s Investment Strategy, including, with respect to AMG Managers Emerging Opportunities Fund, the portion of the Fund managed by each Subadviser. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of each Subadviser. The Board also noted each Subadviser’s performance record with respect to AMG Managers Emerging Opportunities Fund. The Board was mindful of the Investment Manager’s attention to monitoring each Subadviser’s performance with respect to the Funds and its discussions with management regarding the factors that contributed to the performance of the Funds.
ADVISORY AND PROFITABILITY
In considering the reasonableness of the advisory fee charged by the Investment Manager for managing each Fund, the
Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadviser(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. The Trustees also considered the various changes in management, administrative and shareholder servicing fee rates that were implemented during the past year for the applicable Funds, noting that the Investment Manager provides administrative and shareholder services to the Funds pursuant to an Administration Agreement with the Funds. The Trustees noted that, effective July 1, 2017, the management fee rate paid by AMG Frontier Small Cap Growth Fund will be reduced. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee(s) with respect to each Fund. The Trustees also noted any payments that were made from Frontier Capital Management Company, LLC (“Frontier”) and GW&K Investment Management, LLC (“GW&K”) to the Investment Manager, and any other payments made or to be made from the Investment Manager to Frontier and GW&K. The Trustees concluded that, in light of the high quality supervisory services provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by each Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure. In this regard, the Trustees also noted that the Investment Manager has undertaken to maintain contractual expense limitations for the Funds.
In addition, in considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to a Fund), received by the Investment Manager and its affiliates attributable to managing each Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the enterprise and entrepreneurial risks undertaken as
Investment Manager and sponsor of the Funds and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also noted the current asset levels of each Fund and the willingness of the Investment Manager to waive fees and pay expenses for 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 the impact on profitability of both the current asset levels and any future growth of assets of the Funds. The Board took into account management’s discussion of the current and proposed advisory fee structure, as applicable, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreements and supervising each Subadviser. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Funds operate in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for any Fund at this time (after noting the fee rate changes made at the meeting). 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 AND PROFITABILITY
In considering the reasonableness of the fee payable by the Investment Manager to each Subadviser (other than Frontier and GW&K, 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 manager-of-managers structure, noting that the Subadviser (other than Frontier and GW&K) is not affiliated with the Investment Manager. In addition, the Trustees considered other potential benefits of the subadvisory relationship to a Subadviser, including, among others, the indirect benefits that the Subadviser may receive from the Subadviser’s relationship with a Fund, including any so-called “fallout benefits” to the Subadviser, such as reputational value derived from the Subadviser
62
Annual Renewal of Investment Management and Subadvisory Agreements (continued)
serving as Subadviser to the Fund. In addition, the Trustees noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. As a consequence of all of the foregoing, the cost of services to be provided by each unaffiliated Subadviser and the profitability to the Subadviser of its relationship with a Fund were not material factors in the Trustees’ deliberations. For similar reasons, the Trustees did not consider potential economies of scale in the management of a Fund or the portion of a Fund managed by each unaffiliated Subadviser 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 GW&K, the Trustees noted that each of Frontier and GW&K is an affiliate of the Investment Manager, and the Trustees reviewed information regarding the cost to Frontier and GW&K, respectively, of providing subadvisory services to a Fund and the resulting profitability from such relationship. The Trustees noted that, because each of Frontier and GW&K is an affiliate of the Investment Manager, a portion of Frontier’s or GW&K’s revenues or profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fees are paid by the Investment Manager out of its advisory fee. The Board also took into account management’s discussion of the current and proposed subadvisory fee structure, as applicable, and the services each of Frontier and GW&K 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 GW&K is reasonable and that neither Frontier nor GW&K is realizing material benefits from economies of scale that would warrant adjustments to the advisory or subadvisory fees at this time (after noting the fee rate changes made at the meeting). 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 Subadviser.
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 Class N shares (which share class has the earliest
inception date and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was above, below, below and above, respectively, the median performance of the Peer Group and above, below, below and below, respectively, the performance of the Fund Benchmark, the Russell Microcap Index. The Trustees took into account management’s discussion of the Fund’s performance, including the Fund’s more recent improved performance relative to its Peer Group and Fund Benchmark. The Trustees also took into account the fact that Class N shares of the Fund ranked in the top decile relative to its Peer Group for the 1-year period and in the top quartile relative to its Peer Group for the 10-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.
ADVISORY AND SUBADVISORY FEES
The Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both higher than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.18%. 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 Subadvisers, the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadvisers, 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 Class I shares (which share class has the earliest inception date of all the share classes of the Fund and the largest amount of assets of all the share classes of the Fund) for the 1-year,
3-year, 5-year and 10-year periods ended March 31, 2017 was below the median performance of the Peer Group and below 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 reasons for the Fund’s underperformance and any actions being taken to address such performance. The Trustees also noted that Class I shares of the Fund ranked in the third quartile relative to its Peer Group for the 1-year and 10-year periods. The Trustees concluded that the Fund’s performance is being addressed.
ADVISORY AND SUBADVISORY FEES
The Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were higher and lower, respectively, than the average for the Peer Group. The Trustees took into account the fact that, effective July 1, 2017, the Investment Manager has contractually agreed, through March 1, 2019, to lower the Fund’s contractual expense limitation from 1.05% to 0.90% of the Fund’s net annual operating expenses (subject to certain excluded expenses). The Trustees noted that, effective July 1, 2017, the Fund’s management fee rate was being reduced. 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 Subadviser (which is an affiliate of the Investment Manager), the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.
AMG Managers CenterSquare Real Estate Fund
FUND PERFORMANCE
Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class N shares (which share class has the earliest inception date of all the share classes of the Fund and the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, above, above and above, respectively, the median performance of the Peer
63
Annual Renewal of Investment Management and Subadvisory Agreements (continued)
Group and above 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 outperformance relative to the Fund Benchmark and the reasons for the Fund’s more recent underperformance relative to its Peer Group. The Trustees also noted that Class N shares of the Fund ranked in the top decile relative to its Peer Group for the 10-year period and in the top quintile relative to its Peer Group for the 3-year and 5-year periods. The Trustees concluded that the Fund’s performance has been satisfactory.
ADVISORY AND SUBADVISORY FEES
The Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 1.24%. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager and the Subadviser, the foregoing expense limitation and the considerations noted above with respect to the Investment Manager and the Subadviser, the Fund’s advisory and subadvisory fees are reasonable.
AMG GW&K Core Bond Fund
FUND PERFORMANCE
Among other information relating to the Fund’s performance, the Trustees noted that the Fund’s performance for Class I shares (which share class has the earliest
inception date and has the largest amount of assets of all the share classes of the Fund) for the 1-year, 3-year, 5-year and 10-year periods ended March 31, 2017 was below, below, below and above, respectively, the median performance of the Peer Group and below, below, above and above, respectively, the performance of the Fund Benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index. The Trustees took into account management’s discussion of the Fund’s performance, including the reasons for the Fund’s recent underperformance relative to the Fund Benchmark and its Peer Group. The Trustees noted that Class I shares of the Fund ranked in the top quintile relative to its Peer Group for the 10-year period and in the third quintile relative to its Peer Group for the 5-year period. The Trustees concluded that the Fund’s overall performance has been satisfactory.
ADVISORY AND SUBADVISORY FEES
The Trustees noted that the Fund’s management fees (which include both the advisory and administration fees) and total expenses (weighted average, all classes combined) (net of applicable expense waivers/reimbursements) as of March 31, 2017 were both lower than the average for the Peer Group. The Trustees took into account the fact that the Investment Manager has contractually agreed, through March 1, 2018, to limit the Fund’s net annual operating expenses (subject to certain excluded expenses) to 0.48%. The Trustees concluded that, in light of the
nature, extent and quality of the services provided by the Investment Manager, the foregoing expense limitation and the considerations noted above with respect to the Investment Manager, the Fund’s advisory fees are reasonable.
* * * *
After consideration of the foregoing, the Trustees also reached the following conclusions (in addition to the conclusions discussed above) regarding each Investment Management Agreement and each Subadvisory Agreement: (a) the Investment Manager and each Subadviser have demonstrated that they possess the capability and resources to perform the duties required of them under each Investment Management Agreement and the applicable Subadvisory Agreements; (b) each Subadviser’s Investment Strategy is appropriate for pursuing the applicable Fund’s investment objectives; and (c) the Investment Manager and each Subadviser maintain appropriate compliance programs.
Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of each Investment Management Agreement and each Subadvisory Agreement would be in the best interests of the applicable Fund and its shareholders. Accordingly, on June 28-29, 2017, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management and the Subadvisory Agreements for each Fund.
64
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INVESTMENT MANAGER AND ADMINISTRATOR
AMG Funds LLC
600 Steamboat Road, Suite 300
Greenwich, CT 06830
800.835.3879
DISTRIBUTOR
AMG Distributors, Inc.
600 Steamboat Road, Suite 300
Greenwich, CT 06830
800.835.3879
CUSTODIAN
The Bank of New York Mellon
111 Sanders Creek Parkway
East Syracuse, NY 13057
LEGAL COUNSEL
Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
TRANSFER AGENT
BNY Mellon Investment Servicing (US) Inc.
Attn: AMG Funds / Managers
P.O. Box 9769
Providence, RI 02940
800.548.4539
This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.
Current net asset values per share for each Fund are available on the Funds’ website at 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 sec.gov. For information regarding the Funds’ proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC website at sec.gov.
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at sec.gov. A Fund’s/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 Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit amgfunds.com.
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AFFILIATE SUBADVISED FUNDS
BALANCED FUNDS
AMG Chicago Equity Partners Balanced
Chicago Equity Partners, LLC
AMG FQ Global Risk-Balanced
First Quadrant, L.P.
EQUITY FUNDS
AMG Chicago Equity Partners Small Cap Value
Chicago Equity Partners, LLC
AMG FQ Tax-Managed U.S. Equity
AMG FQ Long-Short Equity
First Quadrant, L.P.
AMG Frontier Small Cap Growth
Frontier Capital Management Company, LLC
AMG GW&K Small Cap Core
AMG GW&K Small/Mid Cap
AMG GW&K U.S. Small Cap Growth
GW&K Investment Management, LLC
AMG Renaissance International Equity
AMG Renaissance Large Cap Growth
The Renaissance Group LLC
AMG River Road Dividend All Cap Value
AMG River Road Dividend All Cap Value II
AMG River Road Focused Absolute Value
AMG River Road Long-Short
AMG River Road Small-Mid Cap Value
AMG River Road Small Cap Value
River Road Asset Management, LLC
AMG SouthernSun Small Cap
AMG SouthernSun Global Opportunities
AMG SouthernSun U.S. Equity
SouthernSun Asset Management, LLC
AMG Systematic Mid Cap Value
Systematic Financial Management, L.P.
AMG TimesSquare Emerging Markets Small Cap
AMG TimesSquare International Small Cap
AMG TimesSquare Mid Cap Growth
AMG TimesSquare Small Cap Growth
TimesSquare Capital Management, LLC
AMG Trilogy Emerging Markets Equity
AMG Trilogy Emerging Wealth Equity
Trilogy Global Advisors, L.P.
AMG Yacktman
AMG Yacktman Focused
AMG Yacktman Focused Fund—Security Selection Only
AMG Yacktman Special Opportunities
Yacktman Asset Management LP
FIXED INCOME FUNDS
AMG GW&K Core Bond
AMG GW&K Enhanced Core Bond
AMG GW&K Municipal Bond
AMG GW&K Municipal Enhanced Yield
GW&K Investment Management, LLC
OPEN-ARCHITECTURE FUNDS
ALTERNATIVE FUNDS
AMG Managers Lake Partners LASSO Alternative
Lake Partners, Inc.
BALANCED FUNDS
AMG Managers Montag & Caldwell Balanced
Montag & Caldwell, LLC
EQUITY FUNDS
AMG Managers Brandywine
AMG Managers Brandywine Advisors Mid Cap Growth
AMG Managers Brandywine Blue
Friess Associates, LLC
AMG Managers Cadence Emerging Companies
AMG Managers Cadence Mid Cap
Cadence Capital Management, LLC
AMG Managers CenterSquare Real Estate
CenterSquare Investment Management, Inc.
AMG Managers Emerging Opportunities
Lord, Abbett & Co. LLC
WEDGE Capital Management L.L.P.
Next Century Growth Investors LLC
RBC Global Asset Management (U.S.) Inc.
AMG Managers Essex Small/Micro Cap Growth
Essex Investment Management Co., LLC
AMG Managers Fairpointe ESG Equity
AMG Managers Fairpointe Mid Cap
Fairpointe Capital LLC
AMG Managers Guardian Capital Global Dividend
Guardian Capital LP
AMG Managers LMCG Small Cap Growth
LMCG Investments, LLC
AMG Managers Montag & Caldwell Growth
AMG Managers Montag & Caldwell Mid Cap Growth
Montag & Caldwell, LLC
AMG Managers Pictet International
Pictet Asset Management Limited
AMG Managers Silvercrest Small Cap
Silvercrest Asset Management Group LLC
AMG Managers Skyline Special Equities
Skyline Asset Management, L.P.
AMG Managers Special Equity
Ranger Investment Management, L.P.
Lord, Abbett & Co. LLC
Smith Asset Management Group, L.P.
Federated MDTA LLC
AMG Managers Value Partners Asia Dividend
Value Partners Hong Kong Limited
FIXED INCOME FUNDS
AMG Managers Amundi Intermediate Government
AMG Managers Amundi Short Duration Government
Amundi Smith Breeden LLC
AMG Managers Doubleline Core Plus Bond
DoubleLine Capital LP
AMG Managers Global Income Opportunity
AMG Managers Loomis Sayles Bond
Loomis, Sayles & Co., L.P.
| | |
103117 AR022 | | | 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 Trustee Mr. Steven J. Paggioli qualifies as an Audit Committee Financial Expert. Mr. Paggioli is “independent” as such term is defined in Form N-CSR.
Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a) Audit Fees
The aggregate fees billed by the Funds’ independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), to the Funds 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 2017 | | | Fiscal 2016 | |
AMG FQ Tax-Managed U.S. Equity Fund | | $ | 21,412 | | | $ | 20,964 | |
AMG FQ Long-Short Equity Fund (formerly AMG FQ U.S. Equity Fund) | | $ | 30,609 | | | $ | 9,155 | |
AMG FQ Global Risk-Balanced Fund | | $ | 26,059 | | | $ | 25,687 | |
AMG Frontier Small Cap Growth Fund | | $ | 20,272 | | | $ | 20,314 | |
AMG Managers Emerging Opportunities Fund | | $ | 21,265 | | | $ | 20,489 | |
AMG Managers CenterSquare Real Estate Fund | | $ | 23,714 | | | $ | 38,904 | |
AMG GW&K Core Bond Fund | | $ | 41,190 | | | $ | 63,371 | |
(b) Audit-Related Fees
There were no fees billed by PwC to any Fund other than AMG Managers CenterSquare Real Estate 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”). Audit-Related Fees billed by PwC to AMG Managers CenterSquare Real Estate Fund were $10,034 for fiscal 2017 and $9,837 for fiscal 2016 and related to services performed pursuant to Rule 17f-2 under the Investment Company Act of 1940.
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 2017 | | | Fiscal 2016 | |
AMG FQ Tax-Managed U.S. Equity Fund | | $ | 7,369 | | | $ | 7,369 | |
AMG FQ Long-Short Equity Fund (formerly AMG FQ U.S. Equity Fund) | | $ | 11,463 | | | $ | 10,263 | |
AMG FQ Global Risk-Balanced Fund | | $ | 10,195 | | | $ | 10,195 | |
AMG Frontier Small Cap Growth Fund | | $ | 7,369 | | | $ | 7,369 | |
AMG Managers Emerging Opportunities Fund | | $ | 8,471 | | | $ | 8,471 | |
AMG Managers CenterSquare Real Estate Fund | | $ | 9,425 | | | $ | 9,425 | |
AMG GW&K Core Bond Fund | | $ | 9,362 | | | $ | 9,362 | |
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 2017 and $0 for fiscal 2016, 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.
(e)(1) 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 2017 and 2016 for non-audit services rendered to the Funds and Fund Service Providers were $144,504 and $102,223, respectively. For the fiscal year ended October 31, 2017, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $80,850 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, 2016, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $32,400 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. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
Item 13. EXHIBITS
| | |
(a)(1) | | Any Code of Ethics or amendments hereto. Filed herewith. |
| |
(a)(2) | | Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 - Filed herewith. |
| |
(a)(3) | | Not applicable. |
| |
(b) | | Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 - Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMG Funds I
| | |
By: | | /s/ Jeffrey T. Cerutti |
| | Jeffrey T. Cerutti, Principal Executive Officer |
Date: January 8, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
By: | | /s/ Jeffrey T. Cerutti |
| | Jeffrey T. Cerutti, Principal Executive Officer |
Date: January 8, 2018
| | |
By: | | /s/ Thomas Disbrow |
| | Thomas Disbrow, Principal Financial Officer |
Date: January 8, 2018