UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-06520
AMG FUNDS I
(Exact name of registrant as specified in charter)
600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip code)
AMG Funds LLC
600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830
(Name and address of agent for service)
Registrant’s telephone number, including area code: (203) 299-3500
Date of fiscal year end: DECEMBER 31
Date of reporting period: JANUARY 1, 2018 – JUNE 30, 2018
(Semi-Annual Shareholder Report)
Item 1. | Reports to Shareholders |
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 | | SEMI-ANNUAL REPORT |
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| | AMG Funds |
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| | June 30, 2018 |
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| | AMG Managers CenterSquare Real Estate Fund |
| | Class N: MRESX | | Class I: MRASX | | Class Z: MREZX |
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amgfunds.com | | 063018 | | SAR017 |
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| AMG Funds |
| Semi-Annual Report — June 30, 2018 (unaudited) |
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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| About Your Fund’s Expenses (unaudited) |
As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.
ACTUAL EXPENSES
The first line of the following table provides information about the actual account values and
actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s
actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
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Six Months Ended June 30, 2018 | | Expense Ratio for the Period | | | Beginning Account Value 01/01/18 | | | Ending Account Value 06/30/18 | | | Expenses Paid During the Period* | |
AMG Managers CenterSquare Real Estate Fund | |
Based on Actual Fund Return | |
Class N | | | 1.11 | % | | $ | 1,000 | | | $ | 1,011 | | | $ | 5.53 | |
Class I | | | 0.97 | % | | $ | 1,000 | | | $ | 1,011 | | | $ | 4.83 | |
Class Z | | | 0.86 | % | | $ | 1,000 | | | $ | 1,012 | | | $ | 4.29 | |
Based on Hypothetical 5% Annual Return | |
Class N | | | 1.11 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 5.55 | |
Class I | | | 0.97 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 4.85 | |
Class Z | | | 0.86 | % | | $ | 1,000 | | | $ | 1,021 | | | $ | 4.30 | |
* | Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365. |
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| | Fund Performance (unaudited) |
| | Periods ended April 30, 2018 |
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The table below shows the average annual total returns for the periods indicated for the Fund, as well as the Fund’s relative index for the same time periods ended June 30, 2018.
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Average Annual Total Returns1 | | Six Months* | | | One Year | | | Five Years | | | Ten Years | | | Since Inception | | | Inception Date | |
AMG Managers CenterSquare Real Estate Fund2, 3, 4, 5, 6 | | | | | | | | | | | | | | | | | | | | | | | | |
Class N | | | 1.06 | % | | | 5.39 | % | | | 8.89 | % | | | 8.80 | % | | | 8.84 | % | | | 12/31/97 | |
Class I | | | 1.14 | % | | | 5.53 | % | | | — | | | | — | | | | 2.81 | % | | | 02/24/17 | |
Class Z | | | 1.19 | % | | | 5.74 | % | | | — | | | | — | | | | 2.89 | % | | | 02/24/17 | |
Dow Jones U.S. Select REIT | | | | | | | | | | | | | | | | | | | | | | | | |
Index7 | | | 1.82 | % | | | 4.23 | % | | | 8.29 | % | | | 7.63 | % | | | 9.31 | % | | | 12/31/97 | † |
S&P 500® Index8 | | | 2.65 | % | | | 14.37 | % | | | 13.42 | % | | | 10.17 | % | | | 7.15 | % | | | 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 Funds are net of expenses and based on the published NAV as of June 30, 2018. All returns are in U.S. dollars($). |
2 | From time to time, the Fund’s adviser 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 | 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. |
8 | 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 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.
The S&P 500® Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc. All rights reserved.
Not FDIC insured, nor bank guaranteed. May lose value.
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| | AMG Managers CenterSquare Real Estate Fund |
| | Fund Snapshots (unaudited) |
| | June 30, 2018 |
PORTFOLIO BREAKDOWN
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Sector | | % of Net Assets | |
Apartments | | | 19.4 | |
Office Property | | | 16.6 | |
Warehouse/Industrials | | | 11.5 | |
Regional Malls | | | 10.5 | |
Hotels | | | 9.2 | |
Health Care | | | 8.0 | |
Shopping Centers | | | 7.8 | |
Storage | | | 7.8 | |
Diversified | | | 7.6 | |
Consumer Discretionary | | | 1.3 | |
Short-Term Investments | | | 0.2 | |
Other Assets Less Liabilities | | | 0.1 | |
TOP TEN HOLDINGS
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Security Name | | % of Net Assets | |
Simon Property Group, Inc. | | | 7.4 | |
AvalonBay Communities, Inc. | | | 6.2 | |
Prologis, Inc. | | | 5.5 | |
Boston Properties, Inc. | | | 5.1 | |
Ventas, Inc. | | | 3.4 | |
Regency Centers Corp. | | | 3.4 | |
Camden Property Trust | | | 3.2 | |
Alexandria Real Estate Equities, Inc. | | | 3.2 | |
CubeSmart | | | 3.1 | |
Kilroy Realty Corp. | | | 2.9 | |
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Top Ten as a Group | | | 43.4 | |
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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.
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| | AMG Managers CenterSquare Real Estate Fund |
| | Schedule of Portfolio Investments (unaudited) |
| | June 30, 2018 |
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| | Shares | | | Value | |
Common Stock—1.3% | | | | | | | | |
Consumer Discretionary—1.3% | | | | | | | | |
Hilton Worldwide Holdings, Inc. | | | 42,366 | | | $ | 3,353,693 | |
Total Common Stock (Cost $2,662,157) | | | | | | | 3,353,693 | |
REITS—98.4% | | | | | | | | |
Apartments—19.4% | | | | | | | | |
American Homes 4 Rent, Class A | | | 330,490 | | | | 7,330,268 | |
AvalonBay Communities, Inc. | | | 94,215 | | | | 16,194,616 | |
Camden Property Trust | | | 91,910 | | | | 8,375,758 | |
Essex Property Trust, Inc. | | | 12,980 | | | | 3,103,129 | |
Invitation Homes, Inc. | | | 192,267 | | | | 4,433,677 | |
Mid-America Apartment Communities, Inc. | | | 42,110 | | | | 4,239,214 | |
UDR, Inc. | | | 178,153 | | | | 6,687,864 | |
Total Apartments | | | | | | | 50,364,526 | |
Diversified—7.6% | | | | | | | | |
Brandywine Realty Trust | | | 117,710 | | | | 1,986,945 | |
Cousins Properties, Inc. | | | 262,110 | | | | 2,539,846 | |
Duke Realty Corp. | | | 190,890 | | | | 5,541,536 | |
Easterly Government Properties, Inc. | | | 34,830 | | | | 688,241 | |
Equinix, Inc. | | | 8,710 | | | | 3,744,342 | |
Forest City Realty Trust, Inc., Class A | | | 162,330 | | | | 3,702,747 | |
Paramount Group Inc. | | | 102,750 | | | | 1,582,350 | |
Total Diversified | | | | | | | 19,786,007 | |
Health Care—8.0% | | | | | | | | |
HCP, Inc. | | | 255,570 | | | | 6,598,817 | |
Healthcare Trust of America, Inc., Class A | | | 197,970 | | | | 5,337,271 | |
Ventas, Inc. | | | 156,791 | | | | 8,929,248 | |
Total Health Care | | | | | | | 20,865,336 | |
Hotels—9.2% | | | | | | | | |
Chesapeake Lodging Trust | | | 75,055 | | | | 2,374,740 | |
Host Hotels & Resorts, Inc. | | | 200,160 | | | | 4,217,371 | |
Park Hotels & Resorts, Inc. | | | 198,070 | | | | 6,066,884 | |
Sun Communities, Inc. | | | 56,090 | | | | 5,490,090 | |
Sunstone Hotel Investors, Inc. | | | 343,350 | | | | 5,706,477 | |
Total Hotels | | | | | | | 23,855,562 | |
Office Property—16.6% | | | | | | | | |
Alexandria Real Estate Equities, Inc. | | | 65,582 | | | | 8,274,481 | |
Boston Properties, Inc. | | | 105,900 | | | | 13,281,978 | |
Highwoods Properties, Inc. | | | 120,310 | | | | 6,103,326 | |
Hudson Pacific Properties, Inc. | | | 82,980 | | | | 2,939,981 | |
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| | Shares | | | Value | |
JBG SMITH Properties | | | 17,760 | | | $ | 647,707 | |
Kilroy Realty Corp. | | | 100,506 | | | | 7,602,274 | |
Mack-Cali Realty Corp. | | | 201,320 | | | | 4,082,770 | |
Total Office Property | | | | | | | 42,932,517 | |
Regional Malls—10.5% | | | | | | | | |
GGP, Inc. | | | 260,540 | | | | 5,322,832 | |
The Macerich Co. | | | 49,920 | | | | 2,836,954 | |
Simon Property Group, Inc. | | | 112,600 | | | | 19,163,394 | |
Total Regional Malls | | | | | | | 27,323,180 | |
Shopping Centers—7.8% | | | | | | | | |
Federal Realty Investment Trust | | | 9,830 | | | | 1,243,986 | |
Kimco Realty Corp. | | | 216,730 | | | | 3,682,243 | |
Regency Centers Corp. | | | 139,770 | | | | 8,676,922 | |
Taubman Centers, Inc. | | | 42,100 | | | | 2,473,796 | |
Urban Edge Properties | | | 44,570 | | | | 1,019,316 | |
Weingarten Realty Investors | | | 101,034 | | | | 3,112,857 | |
Total Shopping Centers | | | | | | | 20,209,120 | |
Storage—7.8% | | | | | | | | |
CubeSmart | | | 245,650 | | | | 7,914,843 | |
Extra Space Storage, Inc. | | | 52,650 | | | | 5,254,997 | |
Public Storage | | | 31,105 | | | | 7,056,480 | |
Total Storage | | | | | | | 20,226,320 | |
Warehouse/Industrials—11.5% | |
Americold Realty Trust | | | 70,420 | | | | 1,550,648 | |
CyrusOne, Inc. | | | 82,103 | | | | 4,791,531 | |
DCT Industrial Trust, Inc. | | | 70,140 | | | | 4,680,442 | |
Liberty Property Trust | | | 91,450 | | | | 4,053,979 | |
Prologis, Inc. | | | 216,480 | | | | 14,220,571 | |
QTS Realty Trust, Inc., Class A | | | 10,602 | | | | 418,779 | |
Total Warehouse/Industrials | | | | | | | 29,715,950 | |
Total REITS (Cost $247,962,095) | | | | | | | 255,278,518 | |
Short-Term Investments—0.2% | | | | | | | | |
Other Investment Companies—0.2% | |
Dreyfus Government Cash Management Fund, | | | | | | | | |
Institutional Class Shares, 1.81%1 | | | 454,436 | | | | 454,436 | |
Total Short-Term Investments (Cost $454,436) | | | | | | | 454,436 | |
Total Investments—99.9% (Cost $251,078,688) | | | | | | | 259,086,647 | |
Other Assets, less Liabilities—0.1% | | | | 378,776 | |
Net Assets—100.0% | | | | | | $ | 259,465,423 | |
1 | Yield shown represents the June 30, 2018, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage. |
REITS Real Estate Investment Trusts
The accompanying notes are an integral part of these financial statements.
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| 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 June 30, 2018:
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| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stock† | | $ | 3,353,693 | | | | — | | | | — | | | $ | 3,353,693 | |
REITS† | | | 255,278,518 | | | | — | | | | — | | | | 255,278,518 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Other Investment Companies | | | 454,436 | | | | — | | | | — | | | | 454,436 | |
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Total Investments in Securities | | $ | 259,086,647 | | | | — | | | | — | | | $ | 259,086,647 | |
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† | All common stocks and REITs held in the Fund are Level 1 securities. For a detailed breakout of common stocks and REITs by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments. |
As of June 30, 2018, 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.
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| Statement of Assets and Liabilities (unaudited) |
| June 30, 2018 |
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| | AMG Managers CenterSquare Real Estate Fund | |
Assets: | | | | |
Investments at Value* | | $ | 259,086,647 | |
Receivable for investments sold | | | 766,378 | |
Dividend, interest and other receivables | | | 1,089,652 | |
Receivable for Fund shares sold | | | 335,975 | |
Prepaid expenses and other assets | | | 25,425 | |
Total assets | | | 261,304,077 | |
Liabilities: | | | | |
Payable for investments purchased | | | 562,274 | |
Payable for Fund shares repurchased | | | 1,012,425 | |
Accrued expenses: | | | | |
Investment advisory and management fees | | | 126,912 | |
Administrative fees | | | 31,728 | |
Shareholder service fees | | | 46,172 | |
Professional fees | | | 22,298 | |
Trustee fees and expenses | | | 1,519 | |
Other | | | 35,326 | |
Total liabilities | | | 1,838,654 | |
Net Assets | | $ | 259,465,423 | |
* Investments at cost | | $ | 251,078,688 | |
The accompanying notes are an integral part of these financial statements.
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| Statement of Assets and Liabilities (continued) |
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| | AMG Managers CenterSquare Real Estate Fund | |
Net Assets Represent: | | | | |
Paid-in capital | | $ | 258,973,686 | �� |
Undistributed net investment income | | | 233,076 | |
Accumulated net realized loss from investments | | | (7,749,298 | ) |
Net unrealized appreciation/depreciation of investments | | | 8,007,959 | |
Net Assets | | $ | 259,465,423 | |
Class N: | | | | |
Net Assets | | $ | 201,173,858 | |
Shares outstanding | | | 19,303,351 | |
Net asset value, offering and redemption price per share | | $ | 10.42 | |
Class I: | | | | |
Net Assets | | $ | 58,140,974 | |
Shares outstanding | | | 5,578,496 | |
Net asset value, offering and redemption price per share | | $ | 10.42 | |
Class Z: | | | | |
Net Assets | | $ | 150,591 | |
Shares outstanding | | | 14,453 | |
Net asset value, offering and redemption price per share | | $ | 10.42 | |
The accompanying notes are an integral part of these financial statements.
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| Statements of Operations (unaudited) |
| For the six months ended June 30, 2018 |
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| | AMG Managers CenterSquare Real Estate Fund | |
Investment Income: | | | | |
Dividend income | | $ | 4,444,865 | |
Total investment income | | | 4,444,865 | |
Expenses: | | | | |
Investment advisory and management fees | | | 777,036 | |
Administrative fees | | | 194,259 | |
Shareholder servicing fees—Class N | | | 253,769 | |
Shareholder servicing fees—Class I | | | 30,722 | |
Registration fees | | | 36,688 | |
Reports to shareholders | | | 31,752 | |
Professional fees | | | 28,973 | |
Custodian fees | | | 17,256 | |
Transfer agent fees | | | 12,895 | |
Trustee fees and expenses | | | 9,400 | |
Miscellaneous | | | 6,900 | |
Total expenses before offsets | | | 1,399,650 | |
Expense reductions | | | (7,606 | ) |
Net expenses | | | 1,392,044 | |
Net investment income | | | 3,052,821 | |
Net Realized and Unrealized Loss: | | | | |
Net realized loss on investments | | | (6,805,222 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 4,338,453 | |
Net realized and unrealized loss | | | (2,466,769 | ) |
Net increase in net assets resulting from operations | | $ | 586,052 | |
The accompanying notes are an integral part of these financial statements.
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| Statements of Changes in Net Assets |
| For the six months ended June 30, 2018 (unaudited), the fiscal period ended December 31, 2017 and the fiscal year ended October 31, 2017 |
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| | AMG Managers CenterSquare Real Estate Fund | |
| | June 30, 2018 | | | December 31, 20171 | | | October 31, 20172 | |
Increase in Net Assets Resulting From Operations: | | | | | | | | | | | | |
Net investment income | | $ | 3,052,821 | | | $ | 2,308,484 | | | $ | 3,332,768 | |
Net realized gain (loss) on investments | | | (6,805,222 | ) | | | 2,022,925 | | | | 26,241,651 | |
Net change in unrealized appreciation/depreciation on investments | | | 4,338,453 | | | | 7,502,164 | | | | (11,494,670 | ) |
Net increase in net assets resulting from operations | | | 586,052 | | | | 11,833,573 | | | | 18,079,749 | |
Distributions to Shareholders: | | | | | | | | | | | | |
From net investment income: | | | | | | | | | | | | |
Class N | | | (2,293,330 | ) | | | (1,249,401 | ) | | | (6,688,109 | ) |
Class I | | | (700,471 | ) | | | (323,944 | ) | | | (144,564 | ) |
Class Z | | | (1,817 | ) | | | (837 | ) | | | (744 | ) |
From net realized gain on investments: | | | | | | | | | | | | |
Class N | | | — | | | | (20,198,303 | ) | | | (33,199,655 | ) |
Class I | | | — | | | | (5,050,272 | ) | | | — | |
Class Z | | | — | | | | (12,491 | ) | | | — | |
Total distributions to shareholders | | | (2,995,618 | ) | | | (26,835,248 | ) | | | (40,033,072 | ) |
Capital Share Transactions:3 | | | | | | | | | | | | |
Net increase (decrease) from capital share transactions | | | (32,679,279 | ) | | | 7,826,349 | | | | (98,423,119 | ) |
Total decrease in net assets | | | (35,088,845 | ) | | | (7,175,326 | ) | | | (120,376,442 | ) |
Net Assets: | | | | | | | | | | | | |
Beginning of period | | | 294,554,268 | | | | 301,729,594 | | | | 422,106,036 | |
End of period | | $ | 259,465,423 | | | $ | 294,554,268 | | | $ | 301,729,594 | |
End of period undistributed net investment income | | $ | 233,076 | | | $ | 175,873 | | | | — | |
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1 | The Fund changed its fiscal year end from October 31 to December 31. See Note 1 in the Notes to Financial Statements. |
2 | Effective February 27, 2017, the Fund’s share classes were renamed as described in Note 1 of the Notes to the Financial Statements. |
3 | See Note 1(g) of the Notes to Financial Statements. |
The accompanying notes are an integral part of these financial statements.
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| | AMG Managers CenterSquare Real Estate Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended June 30, 2018 | | | For the fiscal period ended December 31, | | | For the fiscal years ended October 31, | |
Class N | | (unaudited) | | | 20171 | | | 20172 | | | 20163 | | | 2015 | | | 2014 | | | 2013 | |
Net Asset Value, Beginning of Period | | $ | 10.43 | | | $ | 11.02 | | | $ | 11.68 | | | $ | 12.34 | | | $ | 12.03 | | | $ | 10.79 | | | $ | 10.07 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income4,5 | | | 0.11 | | | | 0.09 | 6 | | | 0.10 | | | | 0.22 | 7 | | | 0.16 | 8 | | | 0.14 | | | | 0.11 | |
Net realized and unrealized gain (loss) on investments | | | (0.01 | ) | | | 0.34 | | | | 0.42 | | | | 0.40 | | | | 0.75 | | | | 1.84 | | | | 0.96 | |
Total income from investment operations | | | 0.10 | | | | 0.43 | | | | 0.52 | | | | 0.62 | | | | 0.91 | | | | 1.98 | | | | 1.07 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.11 | ) | | | (0.06 | ) | | | (0.21 | ) | | | (0.15 | ) | | | (0.21 | ) | | | (0.13 | ) | | | (0.10 | ) |
Net realized gain on investments | | | — | | | | (0.96 | ) | | | (0.97 | ) | | | (1.13 | ) | | | (0.39 | ) | | | (0.61 | ) | | | (0.25 | ) |
Total distributions to shareholders | | | (0.11 | ) | | | (1.02 | ) | | | (1.18 | ) | | | (1.28 | ) | | | (0.60 | ) | | | (0.74 | ) | | | (0.35 | ) |
Net Asset Value, End of Period | | $ | 10.42 | | | $ | 10.43 | | | $ | 11.02 | | | $ | 11.68 | | | $ | 12.34 | | | $ | 12.03 | | | $ | 10.79 | |
Total Return5 | | | 1.06 | %9,10 | | | 3.95 | %9,10 | | | 4.75 | %10 | | | 5.33 | %10 | | | 7.68 | %10 | | | 19.88 | %10 | | | 10.89 | % |
Ratio of net expenses to average net assets11 | | | 1.11 | %12 | | | 1.04 | %12 | | | 1.08 | % | | | 1.15 | % | | | 1.16 | % | | | 1.19 | % | | | 1.26 | %13 |
Ratio of gross expenses to average net assets14 | | | 1.11 | %12 | | | 1.06 | %12,15 | | | 1.09 | % | | | 1.16 | % | | | 1.17 | % | | | 1.20 | % | | | 1.27 | %13 |
Ratio of net investment income to average net assets5 | | | 2.32 | %12 | | | 3.62 | %12 | | | 0.91 | % | | | 1.88 | % | | | 1.32 | % | | | 1.27 | % | | | 1.08 | %13 |
Portfolio turnover | | | 32 | %9 | | | 13 | %9 | | | 71 | % | | | 65 | % | | | 61 | % | | | 49 | % | | | 86 | % |
Net assets end of period (000’s) omitted | | $ | 201,174 | | | $ | 235,690 | | | $ | 243,684 | | | $ | 422,106 | | | $ | 350,178 | | | $ | 315,958 | | | $ | 212,626 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
11
| | |
| | AMG Managers CenterSquare Real Estate Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | |
| | For the six months ended June 30, 2018 | | | For the fiscal period ended December 31, | | | For the fiscal period ended October 31, | |
Class I | | (unaudited) | | | 20171 | | | 201716 | |
Net Asset Value, Beginning of Period | | $ | 10.43 | | | $ | 11.02 | | | $ | 11.22 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | |
Net investment income4,5 | | | 0.12 | | | | 0.09 | 6 | | | 0.11 | |
Net realized and unrealized gain (loss) on investments | | | (0.01 | ) | | | 0.34 | | | | (0.26 | ) |
Total income (loss) from investment operations | | | 0.11 | | | | 0.43 | | | | (0.15 | ) |
Less Distributions to Shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.12 | ) | | | (0.06 | ) | | | (0.05 | ) |
Net realized gain on investments | | | — | | | | (0.96 | ) | | | — | |
Total distributions to shareholders | | | (0.12 | ) | | | (1.02 | ) | | | (0.05 | ) |
Net Asset Value, End of Period | | $ | 10.42 | | | $ | 10.43 | | | $ | 11.02 | |
Total Return5,9,10 | | | 1.14 | % | | | 3.97 | % | | | (1.30 | )% |
Ratio of net expenses to average net assets | | | 0.97 | %12,17 | | | 0.90 | %12,17 | | | 0.94 | %12,17 |
Ratio of gross expenses to average net assets14 | | | 0.97 | %12 | | | 0.92 | %12,15 | | | 0.95 | %12 |
Ratio of net investment income to average net assets5 | | | 2.46 | %12 | | | 3.75 | %12 | | | 1.46 | %12 |
Portfolio turnover | | | 32 | %9 | | | 13 | %9 | | | 71 | %9 |
Net assets end of period (000’s) omitted | | $ | 58,141 | | | $ | 58,716 | | | $ | 57,902 | |
| | | | | | | | | | | | |
12
| | |
| | AMG Managers CenterSquare Real Estate Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | |
| | For the six months ended June 30, 2018 | | | For the fiscal period ended December 31, | | | For the fiscal period ended October 31, | |
Class Z | | (unaudited) | | | 20171 | | | 201716 | |
Net Asset Value, Beginning of Period | | $ | 10.43 | | | $ | 11.02 | | | $ | 11.22 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | |
Net investment income4,5 | | | 0.12 | | | | 0.09 | 6 | | | 0.12 | |
Net realized and unrealized gain (loss) on investments | | | 0.00 | 18 | | | 0.34 | | | | (0.26 | ) |
Total income (loss) from investment operations | | | 0.12 | | | | 0.43 | | | | (0.14 | ) |
Less Distributions to Shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.13 | ) | | | (0.06 | ) | | | (0.06 | ) |
Net realized gain on investments | | | — | | | | (0.96 | ) | | | — | |
Total distributions to shareholders | | | (0.13 | ) | | | (1.02 | ) | | | (0.06 | ) |
Net Asset Value, End of Period | | $ | 10.42 | | | $ | 10.43 | | | $ | 11.02 | |
Total Return5,9,10 | | | 1.19 | % | | | 4.00 | % | | | (1.27 | )% |
Ratio of net expenses to average net assets | | | 0.86 | %12,17 | | | 0.79 | %12,17 | | | 0.83 | %12,17 |
Ratio of gross expenses to average net assets14 | | | 0.86 | %12 | | | 0.81 | %12,15 | | | 0.84 | %12 |
Ratio of net investment income to average net assets5 | | | 2.57 | %12 | | | 3.86 | %12 | | | 1.57 | %12 |
Portfolio turnover | | | 32 | %9 | | | 13 | %9 | | | 71 | %9 |
Net assets end of period (000’s) omitted | | $ | 151 | | | $ | 149 | | | $ | 143 | |
| | | | | | | | | | | | |
1 | The Fund changed its fiscal year end from October 31 to December 31. See Note 1 in the Notes to Financial Statements. |
2 | Effective February 27, 2017, Class S was renamed Class N. |
3 | Effective October 1, 2016, the shares were reclassified and redesignated as Class S shares. |
4 | Per share numbers have been calculated using average shares. |
5 | Total returns and net investment income would have been lower had certain expenses not been offset. |
6 | Includes non-recurring dividends. Without these dividends, net investment income per class would have been $0.08, $0.08 and $0.08 for Class N, Class I, and Class Z, respectively. |
7 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.12 for Class N shares. |
8 | Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.13 for Class N shares. |
10 | The total return is calculated using the published Net Asset Value as of period end. |
11 | Includes reduction from broker recapture amounting to less than 0.01% for the six months ended June 30, 2018, and period ended December 31, 2017, and 0.01%, 0.01%, 0.01%, 0.01%. 0.01% for the fiscal years ended October 31, 2017, 2016, 2015, 2014, 2013, respectively. |
13 | Includes non-routine extraordinary expenses amounting to 0.027% of average net assets. |
14 | 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.) |
15 | Ratio does not reflect the annualization of audit, printing and registration expenses. |
16 | Commencement of operations was on February 27, 2017. |
17 | Includes reduction from broker recapture amounting to less than 0.01% for the six months ended June 30, 2018, and period ended December 31, 2017, and 0.01% for the period ended October 31, 2017. |
18 | Less than $0.005 or $(0.005) per share. |
13
| | |
| | |
| Notes to Financial Statements (unaudited) |
| June 30, 2018 |
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 is the AMG Managers CenterSquare Real Estate Fund (the “Fund”).
Commencing with the fiscal year beginning on November 1, 2017, the fiscal year of the Fund was changed from the period ending October 31 of each year to the period ending December 31 of each year.
The Fund offers different classes of shares, which, effective October 1, 2016, the Fund’s shares were reclassified and redesignated to Class S, and effective February 27, 2017, Class S shares were renamed Class N and the Fund 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 have different net asset values per share to the extent the share classes pay different distribution amounts and/or the expenses of such share classes differ. Each share class has its own expense structure.
The Fund 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. Please refer to a current prospectus for additional information on each share class.
The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:
a. VALUATION OF INVESTMENTS
Equity securities, including REITS, 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.
The Fund’s portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of
certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (the “Investment Manager”) are the committees appointed by the Board to make fair value determinations. The Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.
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 fair value, and a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.
The three-tier hierarchy of inputs is summarized below:
Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)
14
| | |
| | |
| |
| Notes to Financial Statements (continued) |
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. 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 the Fund, and certain fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund.
The Fund had certain portfolio trades directed to various brokers under a brokerage recapture program. Credits received from the brokerage recapture program are earned and paid on a monthly basis, and are recorded as expense offsets, which serve to reduce the Fund’s overall expense ratio. For the six months ended June 30, 2018, the amount of broker recapture was $7,606, which reduced the Fund’s expense ratio by less than 0.005%.
d. DIVIDENDS AND DISTRIBUTIONS
Fund distributions resulting from either net investment income or realized net capital gains, if any, are declared and paid out quarterly in March, June, September and December for income and will normally be declared and paid at least annually in December for realized net capital gains. 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 equalization. Temporary differences are due to wash sales.
At June 30, 2018, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The approximate cost of investments and the aggregate gross unrealized appreciation and depreciation were as follows:
| | | | | | | | | | | | | | |
Cost | | | Appreciation | | | Depreciation | | | Net | |
$ | 251,078,688 | | | $ | 16,153,927 | | | $ | (8,145,968 | ) | | $ | 8,007,959 | |
e. FEDERAL TAXES
The Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.
Additionally, based on the Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.
Management has analyzed the Fund’s tax positions taken on federal income tax returns as of June 30, 2018, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. Additionally, 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 December 31, 2017 the Fund had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Fund incur net capital losses for the fiscal year ended December 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 the Fund the issuance of an unlimited number of shares of beneficial interest, without par value. The Fund records sales and repurchases of its capital stock on the trade date.
15
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| Notes to Financial Statements (continued) |
For the six months ended June 30, 2018 (unaudited), fiscal period ended December 31, 2017, and the fiscal year ended October 31, 2017, the capital stock transactions by class for the Fund were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2018 | | | December 31, 2017 | | | October 31, 2017 | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | |
Class N: | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 2,609,677 | | | $ | 25,563,772 | | | | 519,246 | | | $ | 5,810,011 | | | | 7,839,045 | | | $ | 87,226,250 | |
Reinvestment of distributions | | | 227,012 | | | | 2,237,313 | | | | 1,991,031 | | | | 20,686,818 | | | | 3,219,980 | | | | 34,583,644 | |
Cost of shares repurchased | | | (6,124,633 | ) | | | (59,651,179 | ) | | | (2,028,658 | ) | | | (22,589,402 | ) | | | (25,090,414 | ) | | | (278,435,016 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (3,287,944 | ) | | $ | (31,850,094 | ) | | | 481,619 | | | $ | 3,907,427 | | | | (14,031,389 | ) | | $ | (156,625,122 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Class I:1 | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 1,869,888 | | | $ | 18,029,986 | | | | 508,867 | | | $ | 5,708,005 | | | | 5,898,330 | | | $ | 65,213,040 | |
Reinvestment of distributions | | | 50,686 | | | | 500,397 | | | | 323,970 | | | | 3,366,045 | | | | 4,064 | | | | 45,022 | |
Cost of shares repurchased | | | (1,970,458 | ) | | | (19,361,385 | ) | | | (457,891 | ) | | | (5,168,455 | ) | | | (648,960 | ) | | | (7,198,342 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (49,884 | ) | | $ | (831,002 | ) | | | 374,946 | | | $ | 3,905,595 | | | | 5,253,434 | | | $ | 58,059,720 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Class Z:1 | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | — | | | | — | | | | — | | | | — | | | | 26,293 | | | $ | 287,191 | |
Reinvestment of distributions | | | 184 | | | $ | 1,817 | | | | 1,284 | | | $ | 13,327 | | | | 67 | | | | 743 | |
Cost of shares repurchased | | | — | | | | — | | | | — | | | | — | | | | (13,375 | ) | | | (145,651 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net increase | | | 184 | | | $ | 1,817 | | | | 1,284 | | | $ | 13,327 | | | | 12,985 | | | $ | 142,283 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
1 | Commencement of operations was on February 27, 2017. |
2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES
The Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration and operations. The Investment Manager selects one or more subadvisers for the Fund (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. The Fund’s investment portfolio is managed by CenterSquare Investment Management, LLC, who serves pursuant to a subadvisory agreement with the Investment Manager.
Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the six months ended June 30, 2018, the Fund’s investment management fee is paid at the annual rate of 0.60% of average daily net assets of the Fund.
The Investment Manager has contractually agreed, through at least May 1, 2019, to waive management fees and/or reimburse fund expenses in order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) 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 the Fund fees waived and expenses paid pursuant to this contractual agreement, provided that such repayment would not cause the Fund’s total annual operating expenses after fee waiver and expense reimbursements (exclusive of the items noted in the parenthetical above) to exceed the contractual expense limitation amount. At June 30, 2018, the Fund had no reimbursements subject to recoupment.
The Trust, on behalf of the Fund, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for all non-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to the Fund. The Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service.
The Fund is distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for the Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of the Fund will be continuously offered and will be sold directly to prospective purchasers and
16
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| Notes to Financial Statements (continued) |
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.
For Class N and Class I shares, the the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to financial intermediaries, such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. 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 six months ended June 30, 2018, was as follows:
| | | | | | | | |
| | Maximum Annual | | | Actual | |
| | Amount | | | Amount | |
| | Approved | | | Incurred | |
Class N | | | 0.25 | % | | | 0.25 | % |
Class I | | | 0.15 | % | | | 0.11 | % |
The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds family. The Trustees of the Trust who are not affiliated with the Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.
The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Fund to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in
this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended June 30, 2018, the Fund borrowed a maximum amount of $3,763,830 for 23 days paying interest of $2,145. The interest amount is included in the Statement of Operations as miscellaneous expense. At June 30, 2018, the Fund had no interfund loans outstanding.
3. PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended June 30, 2018, were $85,458,149 and $117,584,276, respectively.
The Fund had no purchases or sales of U.S. Government Obligations during the six months ended June 30, 2018.
4. COMMITMENTS AND CONTINGENCIES
Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund had no prior claims or losses and expects the risks of loss to be remote.
5. SUBSEQUENT EVENTS
The Fund has determined that no material events or transactions occurred through the issuance date of the Fund’s financial statements, which require an additional disclosure in or adjustment of the Fund’s financial statements.
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| Annual Renewal of Investment Management and Subadvisory Agreements |
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At an in-person meeting held on June 27-28, 2018, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are not “interested persons” of AMG Funds I (the “Trust”) (the “Independent Trustees”), approved the Investment Management Agreement, as amended pursuant to letter agreements at any time prior to the date of the meeting, with AMG Funds LLC (the “Investment Manager”) for AMG Managers CenterSquare Real Estate Fund (the “Fund”) and separately each of Amendment No. 1 thereto dated July 1, 2015, and Amendment No. 2 thereto dated October 1, 2016 (collectively, the “Investment Management Agreement”). The Independent Trustees were separately represented by independent legal counsel in connection with their consideration of the approval of the Investment Management Agreement. In considering the Investment Management Agreement, the Trustees reviewed a variety of materials relating to the Fund, the Investment Manager and the Subadviser, including comparative performance, fee and expense information for an appropriate peer group of similar mutual funds (the “Peer Group”), performance information for the relevant benchmark index (the “Fund Benchmark”) and other information provided to them on a periodic basis throughout the year, as well as information provided in connection with the meetings of June 27-28, 2018, regarding the nature, extent and quality of services provided by the Investment Manager under the Investment Management Agreement and other relevant matters. Prior to voting, the Independent Trustees: (a) reviewed the foregoing information with their independent legal counsel; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Investment Management Agreement; and (c) met with their independent legal counsel in private sessions at which no representatives of management were present.
NATURE, EXTENT AND QUALITY OF SERVICES.
In considering the nature, extent and quality of the services provided by the Investment Manager, the Trustees reviewed information relating to the Investment Manager’s operations and personnel. Among other things, the Investment Manager provided financial information, biographical information on its supervisory and professional staff and descriptions of its organizational and management structure. The Trustees also took into account information provided periodically throughout the previous year by the Investment Manager in Board meetings relating to the
performance of its duties with respect to the Fund and the Trustees’ knowledge of the Investment Manager’s management and the quality of the performance of the Investment Manager’s duties under the Investment Management Agreement and Administration Agreement. In the course of their deliberations regarding the Investment Manager, the Trustees evaluated, among other things: (a) the extent and quality of the Investment Manager’s oversight of the operation and management of the Fund; (b) the quality of the search, selection and monitoring services performed by the Investment Manager in overseeing the portfolio management responsibilities of the Subadviser; (c) the Investment Manager’s ability to supervise the Fund’s other service providers; and (d) the Investment Manager’s compliance program. The Trustees also took into account that, in performing its functions under the Investment Management Agreement and supervising the Subadviser, the Investment Manager: performs periodic detailed analyses and reviews of the performance by the Subadviser of its obligations to the Fund, including without limitation, analysis and review of portfolio and other compliance matters and review of the Subadviser’s investment performance with respect to the Fund; prepares and presents periodic reports to the Board regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board may reasonably request; reviews and considers any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and makes appropriate reports to the Board; reviews and considers any changes in the ownership or senior management of the Subadviser and makes appropriate reports to the Board; performs periodic in-person or telephonic diligence meetings, including with respect to compliance matters, with representatives of the Subadviser; assists the Board and management of the Trust in developing and reviewing information with respect to the initial approval of the Subadvisory Agreement and annual consideration of the Subadvisory Agreement thereafter; prepares recommendations with respect to the continued retention of the Subadviser or the replacement of the Subadviser, including at the request of the Board; identifies potential successors to or replacements of the Subadviser or potential additional subadvisers, performs appropriate due diligence, and develops and presents to the Board a recommendation as to any such successor, replacement, or additional subadviser, including at the request of the Board; designates and compensates from its own resources such personnel
as the Investment Manager may consider necessary or appropriate to the performance of its services; and performs such other review and reporting functions as the Board shall reasonably request consistent with the Investment Management Agreement and applicable law. The Trustees also took into account the financial condition of the Investment Manager with respect to its ability to provide the services required under the Investment Management Agreement. The Trustees also considered the Investment Manager’s risk management processes.
PERFORMANCE.
As noted above, the Board considered the Fund’s net performance during relevant time periods as compared to the Fund’s Peer Group and Fund Benchmark and considered the gross performance of the Fund as compared to the Subadviser’s relevant performance composite that utilizes the same investment strategy and approach and noted that the Board reviews on a quarterly basis detailed information about both the Fund’s performance results and portfolio composition, as well as the Subadviser’s investment philosophy, strategy and techniques. The Board noted the Investment Manager’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board was mindful of the Investment Manager’s attention to monitoring the Subadviser’s performance with respect to the Fund and its discussions with management regarding the factors that contributed to the performance of the Fund.
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, 2018 was below, above, above and above, respectively, the median performance of the Peer 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 and noted that Class N shares of the Fund ranked in the top quintile relative to its Peer Group for the 5-year and 10-year periods. The Trustees concluded that the Fund’s performance has been satisfactory.
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| Annual Renewal of Investment Management and Subadvisory Agreements (continued) |
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ADVISORY FEES AND PROFITABILITY.
In considering the reasonableness of the advisory fee charged by the Investment Manager for managing the Fund, the Trustees noted that the Investment Manager, and not the Fund, is responsible for paying the fees charged by the Fund’s Subadviser and, therefore, that the fees paid to the Investment Manager cover the cost of providing portfolio management services as well as the cost of providing search, selection and monitoring services in operating a “manager-of-managers” complex of mutual funds. The Trustees also considered the amount of the advisory fee retained by the Investment Manager after payment of the subadvisory fee with respect to the Fund. The Trustees concluded that, in light of the high quality supervisory services provided by the Investment Manager and the fact that the subadvisory fees are paid out of the advisory fee, the advisory fee payable by the Fund to the Investment Manager can reasonably be expected to exceed the median advisory fee for the Peer Group, which consists of many funds that do not operate with a manager-of-managers structure.
In addition, in considering the reasonableness of the advisory fee payable to the Investment Manager, the Trustees also reviewed information provided by the Investment Manager setting forth all revenues and other benefits, both direct and indirect (including any so-called “fallout benefits” such as reputational value derived from the Investment Manager serving as Investment Manager to the Fund), received by the Investment Manager and its affiliates attributable to
managing the Fund and all the mutual funds in the AMG Funds Family of Funds, the cost of providing such services, the significant risks undertaken as Investment Manager and sponsor of the Fund, including investment, operational, enterprise, entrepreneurial, litigation, regulatory and compliance risks, and the resulting profitability to the Investment Manager and its affiliates from these relationships. The Trustees also considered management’s discussion of the current asset levels of the Fund, and the impact on profitability of both the current asset levels and any future growth of assets of the Fund. The Board took into account management’s discussion of the advisory fee structure, and, as noted above, the services the Investment Manager provides in performing its functions under the Investment Management Agreement and supervising the Subadviser. In this regard, the Trustees noted that, unlike a mutual fund that is managed by a single investment adviser, the Fund operates in a manager-of-managers structure. Based on the foregoing, the Trustees concluded that the profitability to the Investment Manager is reasonable and that the Investment Manager is not realizing material benefits from economies of scale that would warrant adjustments to the advisory fees for the Fund at this time. With respect to economies of scale, the Trustees also noted that as the Fund’s assets increase over time, the Fund may realize other economies of scale to the extent that the increase in assets is proportionally greater than the increase in certain other expenses.
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, 2018 were both lower than the average for the Peer Group. The Trustees concluded that, in light of the nature, extent and quality of the services provided by the Investment Manager 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 the Investment Management Agreement: (a) the Investment Manager has demonstrated that it possesses the capability and resources to perform its duties under the Investment Management Agreement; and (b) the Investment Manager maintains an appropriate compliance program.
Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Trustee not necessarily attributing the same weight to each factor, the Trustees concluded that approval of the Investment Management Agreement would be in the best interests of the Fund and its shareholders. Accordingly, on June 27-28, 2018, the Trustees, and separately a majority of the Independent Trustees, voted to approve the Investment Management Agreement for the 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
CenterSquare Investment Management, Inc.
630 W Germantown Pike Suite 300
Plymouth Meeting, PA 19462
CUSTODIAN
The Bank of New York Mellon
111 Sanders Creek Parkway
East Syracuse, NY 13057
LEGAL COUNSEL
Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
TRANSFER AGENT
BNY Mellon Investment Servicing (US) Inc.
Attn: AMG Funds
P.O. Box 9769
Providence, RI 02940
800.548.4539
TRUSTEES
Bruce B. Bingham
Christine C. Carsman
Edward J. Kaier
Kurt Keilhacker
Steven J. Paggioli
Richard F. Powers III
Eric Rakowski
Victoria Sassine
Thomas R. Schneeweis
This report is prepared for the Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by AMG Distributors, Inc., member FINRA/SIPC.
Current net asset values per share for the Fund are available on the Fund’s website at 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 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.
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at sec.gov. A Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1.800.SEC.0330. To review a complete list of the Fund’s portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit amgfunds.com.
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|  |
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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 FQ Tax-Managed U.S. Equity
AMG FQ Long-Short Equity
First Quadrant, L.P.
AMG Frontier Small Cap Growth
Frontier Capital Management Co., LLC
AMG GW&K Small Cap Core
AMG GW&K Small/Mid Cap
AMG GW&K 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 Global 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 LLC
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 Company, 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 Pioneer Institutional Asset Management, Inc.
AMG Managers Doubleline Core Plus Bond
DoubleLine Capital LP
AMG Managers Global Income Opportunity
AMG Managers Loomis Sayles Bond
Loomis, Sayles & Company, L.P.
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amgfunds.com | | | | 063018 SAR017 |
Not applicable for the semi-annual shareholder report.
Item 3. | AUDIT COMMITTEE FINANCIAL EXPERT |
Not applicable for the semi-annual shareholder report.
Item 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Not applicable for the semi-annual shareholder report.
Item 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS |
Not applicable.
Item 6. | SCHEDULE OF INVESTMENTS |
The schedule of investments in unaffiliated issuers as of the close of the reporting period is included as part of the shareholder report contained in Item 1 hereof.
Item 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
Item 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
Item 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS |
Not applicable.
Item 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not applicable.
Item 11. | CONTROLS AND PROCEDURES |
| (a) | The registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. |
| (b) | There were no changes in the registrant’s internal control over financial reporting during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting. |
Item 12. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
| (a)(2) | Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940—Filed herewith. |
| (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
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| | Keitha L. Kinne, Principal Executive Officer |
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Date: | | September 6, 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.
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| | Keitha L. Kinne, Principal Executive Officer |
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Date: | | September 6, 2018 |
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| | Thomas Disbrow, Principal Financial Officer |
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Date: | | September 6, 2018 |