UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-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: OCTOBER 31
Date of reporting period: NOVEMBER 1, 2018 – APRIL 30, 2019
(Semi-Annual Shareholder Report)
Item 1. | Reports to Shareholders |
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| | SEMI-ANNUAL REPORT | | | | |
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| | AMG Funds April 30, 2019 
AMG FQTax-Managed U.S. Equity Fund Class N:MFQAX | Class I:MFQTX AMG FQ Long-Short Equity Fund Class N:FQUAX | Class I:MEQFX AMG FQ Global Risk-Balanced Fund Class N:MMAVX | Class I:MMASX | Class Z:MMAFX |
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Funds’ website (https://www.amgfunds.com/resources/order_literature.html), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically at any time by contacting your financial intermediary or, if you invest directly with the Funds, by logging into your account at www.amgfunds.com.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1.800.548.4539 to inform the Funds that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds in the AMG Funds Family of Funds held in your account if you invest through your financial intermediary or all funds in the AMG Funds Family of Funds held with the fund complex if you invest directly with the Funds.
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amgfunds.com | | | 043019 SAR016 |
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| | AMG Funds Semi-Annual Report — April 30, 2019(unaudited) |
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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 April 30, 2019 | | Expense Ratio for the Period | | | Beginning Account Value 11/01/18 | | | Ending Account Value 04/30/19 | | | Expenses Paid During the Period* | |
AMG FQTax-Managed U.S. Equity Fund | | | | | | | | | |
Based on Actual Fund Return | |
Class N | | | 1.14 | % | | $ | 1,000 | | | $ | 1,053 | | | $ | 5.80 | |
Class I | | | 0.89 | % | | $ | 1,000 | | | $ | 1,054 | | | $ | 4.53 | |
Based on Hypothetical 5% Annual Return | | | | | | | | | |
Class N | | | 1.14 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 5.71 | |
Class I | | | 0.89 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 4.46 | |
AMG FQ Long-Short Equity Fund** | | | | | |
Based on Actual Fund Return | |
Class N | | | 1.04 | % | | $ | 1,000 | | | $ | 1,042 | | | $ | 5.27 | |
Class I | | | 0.73 | % | | $ | 1,000 | | | $ | 1,044 | | | $ | 3.70 | |
Based on Hypothetical 5% Annual Return | | | | | | | | | |
Class N | | | 1.04 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 5.21 | |
Class I | | | 0.73 | % | | $ | 1,000 | | | $ | 1,021 | | | $ | 3.66 | |
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Six Months Ended April 30, 2019 | | Expense Ratio for the Period | | | Beginning Account Value 11/01/18 | | | Ending Account Value 04/30/19 | | | Expenses Paid During the Period* | |
AMG FQ Global Risk-Balanced Fund | | | | | |
Based on Actual Fund Return | | | | | | | | | | | | | |
Class N | | | 1.29 | % | | $ | 1,000 | | | $ | 1,092 | | | $ | 6.69 | |
Class I | | | 1.04 | % | | $ | 1,000 | | | $ | 1,093 | | | $ | 5.40 | |
Class Z | | | 0.89 | % | | $ | 1,000 | | | $ | 1,094 | | | $ | 4.62 | |
Based on Hypothetical 5% Annual Return | | | | | | | | | |
Class N | | | 1.29 | % | | $ | 1,000 | | | $ | 1,018 | | | $ | 6.46 | |
Class I | | | 1.04 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 5.21 | |
Class Z | | | 0.89 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 4.46 | |
* | Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365. |
** | Excludes interest expense and dividends on short positions. If included, your annualized expense ratios would be 1.38% and 1.07% for Class N and Class I, respectively, and your actual and hypothetical expenses paid during the period would be $6.99 and $5.42, and $6.90 and $5.36 for Class N and Class I, respectively. |
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| | Fund Performance(unaudited) Periods ended April 30, 2019 |
The table below shows the average annual total returns for the periods indicated for each Fund, as well as each Fund’s relative index for the same time periods ended April 30, 2019.
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Average Annual Total Returns1 | | Six Months* | | | One Year | | | Five Years | | | Ten Years | | | Since Inception | | | Inception Date | |
AMG FQTax-Managed U.S. Equity Fund2,3, 4, 5, 6 | |
Class N | | | 5.31 | % | | | 8.60 | % | | | 8.99 | % | | | 14.71 | % | | | 7.76 | % | | | 03/01/06 | |
Class I | | | 5.41 | % | | | 8.88 | % | | | 9.26 | % | | | 14.99 | % | | | 7.33 | % | | | 12/18/00 | |
Russell 3000® Index7 | | | 9.71 | % | | | 12.68 | % | | | 11.20 | % | | | 15.29 | % | | | 6.85 | % | | | 12/18/00 | † |
Returns After Tax on Distributions8 | |
Class N | | | 4.90 | % | | | 8.18 | % | | | 8.82 | % | | | 14.60 | % | | | 7.66 | % | | | 03/01/06 | |
Class I | | | 4.92 | % | | | 8.38 | % | | | 9.03 | % | | | 14.82 | % | | | 7.19 | % | | | 12/18/00 | |
Returns After Tax on Distributions & Sale of Fund Shares8 | |
Class N | | | 3.36 | % | | | 5.31 | % | | | 7.08 | % | | | 12.46 | % | | | 6.42 | % | | | 03/01/06 | |
Class I | | | 3.46 | % | | | 5.52 | % | | | 7.29 | % | | | 12.70 | % | | | 6.18 | % | | | 12/18/00 | |
AMG FQ Long-Short Equity Fund2,3, 5, 6, 9, 10, 11, 12, 13, 14 | |
Class N | | | 4.22 | % | | | 9.16 | % | | | 8.88 | % | | | 13.39 | % | | | 7.35 | % | | | 03/01/06 | |
Class I | | | 4.39 | % | | | 9.48 | % | | | 9.21 | % | | | 13.70 | % | | | 8.54 | % | | | 08/14/92 | |
Russell 3000® Index7 | | | 9.71 | % | | | 12.68 | % | | | 11.20 | % | | | 15.29 | % | | | 9.83 | % | | | 08/14/92 | † |
50% Russell 3000® Index/50% ICE BofAML0-3 Month U.S. Treasury Bill Index15 | | | 5.55 | % | | | 7.59 | % | | | 6.08 | % | | | 7.93 | % | | | 6.52 | % | | | 08/14/92 | † |
AMG FQ Global Risk-Balanced Fund2, 5, 10, 11, 12, 14, 16, 17, 18, 19, 20, 21, 22, 23 | |
Class N | | | 9.17 | % | | | 2.68 | % | | | 4.12 | % | | | — | | | | 5.52 | % | | | 01/01/10 | |
Class I | | | 9.31 | % | | | 2.91 | % | | | 4.48 | % | | | — | | | | 5.90 | % | | | 01/01/10 | |
Class Z | | | 9.42 | % | | | 3.08 | % | | | 4.58 | % | | | 8.03 | % | | | 5.99 | % | | | 11/18/88 | |
Composite Hedged Index24 | | | 7.16 | % | | | 6.74 | % | | | 5.97 | % | | | 7.53 | % | | | 5.82 | % | | | 11/30/88 | 26 |
Composite UnHedged Index24 | | | 7.07 | % | | | 3.96 | % | | | 4.65 | % | | | 7.98 | % | | | 6.56 | % | | | 11/30/88 | 26 |
S&P 500® Index25 | | | 9.76 | % | | | 13.49 | % | | | 11.63 | % | | | 15.32 | % | | | 10.58 | % | | | 11/18/88 | † |
The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.
Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Funds and other information, please call 800.548.4539 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. Except for AMG FQTax-Managed U.S. Equity Fund, no adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Funds are net of expenses and based on the published NAV as of April 30, 2019. 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 | 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 | 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 is 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. |
7 | 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. |
8 | 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. Actualafter-tax returns depend on an investor’s tax situation and may differ from those shown, andafter-tax returns are not relevant to investors who hold their Fund shares throughtax-deferred arrangements, such as 401(k) plans or individual retirement accounts. |
9 | 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. |
10 | The use of leverage in a Fund’s strategy, such as futures, swaps, and forward commitment transactions, can magnify relatively small market movements into relatively larger losses for the Fund. |
11 | 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. |
12 | The Fund is subject to risks associated with investments inmid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies. |
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| | Fund Performance Periods ended April 30, 2019(continued) |
13 | Active and frequent trading of a fund may result in higher transaction costs and increased tax liability. |
14 | 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. |
15 | ICE BofAML0-3 Month U.S. Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. At the end of the month that issue is sold and rolled into a newly selected issue. The issue selected at eachmonth-end rebalancing is the outstanding Treasury Bill that matures closest to, but not beyond, three months from the rebalancing date. Unlike the Fund, the ICE BofAML0-3 Month U.S. Treasury Bill Index is unmanaged, is not available for investment and does not incur expenses. |
16 | 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. |
17 | The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on anon-U.S. Dollar investment when converted back to U.S. Dollars. |
18 | 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. |
19 | 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. |
20 | 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. |
21 | 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. |
22 | 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. |
23 | Investments in commodities are subject to greater volatility than investments in traditional securities, such as stocks and bonds. Commodities are subject to risks, including but not limited to climate conditions, livestock disease, war, terrorism, political conflicts, interest rates, currency fluctuations, embargoes, tariffs and other regulatory developments. |
24 | The benchmark is composed of 60% MSCI World Index and 40% FTSE 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 23 developed market country indices. Please go to msci.com for most current list of countries represented by the index. The FTSE World Government Bond Index (FTSE) measures the performance of fixed-rate, local currency, investment grade sovereign bonds. The FTSE 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. Prior to July 31, 2018, the FTSE World Government Bond Index was known as the Citigroup World Government Bond Index. 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. |
25 | 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. |
26 | The date reflects the closest available index date to the Fund’s inception date. |
The Russell 3000® Index is a trademark of the London Stock Exchange Group companies.
The S&P 500® Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc.
Not FDIC insured, nor bank guaranteed. May lose value.
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| | AMG FQTax-Managed U.S. Equity Fund Fund Snapshots(unaudited) April 30, 2019 |
PORTFOLIO BREAKDOWN
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Sector | | % of Net Assets | |
Information Technology | | | 23.3 | |
Financials | | | 14.0 | |
Health Care | | | 12.9 | |
Consumer Discretionary | | | 10.5 | |
Industrials | | | 9.5 | |
Communication Services | | | 8.4 | |
Consumer Staples | | | 7.2 | |
Energy | | | 4.4 | |
Real Estate | | | 3.5 | |
Materials | | | 2.7 | |
Utilities | | | 2.3 | |
Short-Term Investments | | | 1.5 | |
Other Assets Less Liabilities | | | (0.2 | ) |
TOP TEN HOLDINGS
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| | % of | |
Security Name | | Net Assets | |
Microsoft Corp. | | | 4.7 | |
Mastercard, Inc., Class A | | | 3.8 | |
Visa, Inc., Class A | | | 3.8 | |
Apple, Inc. | | | 3.3 | |
Berkshire Hathaway, Inc., Class B | | | 3.1 | |
Amazon.com, Inc. | | | 2.7 | |
UnitedHealth Group, Inc. | | | 2.7 | |
Brown & Brown, Inc. | | | 2.3 | |
Crocs, Inc. | | | 2.2 | |
Huntington Ingalls Industries, Inc. | | | 1.8 | |
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Top Ten as a Group | | | 30.4 | |
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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 FQTax-Managed U.S. Equity Fund Schedule of Portfolio Investments(unaudited) April 30, 2019 |
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| | Shares | | | Value | |
Common Stocks—98.7% | | | | | | | | |
Communication Services—8.4% | | | | | |
Alphabet, Inc., Class A* | | | 738 | | | $ | 884,833 | |
Alphabet, Inc., Class C* | | | 753 | | | | 894,925 | |
AT&T, Inc. | | | 10,870 | | | | 336,535 | |
Boingo Wireless, Inc.* | | | 12,095 | | | | 275,040 | |
Care.com, Inc.* | | | 18,857 | | | | 315,855 | |
Comcast Corp., Class A | | | 3,542 | | | | 154,183 | |
Facebook, Inc., Class A* | | | 5,796 | | | | 1,120,946 | |
Gray Television, Inc.* | | | 8,296 | | | | 194,375 | |
Liberty Media Corp-Liberty SiriusXM, Class A* | | | 18,977 | | | | 757,941 | |
Liberty TripAdvisor Holdings, Inc., Class A* | | | 12,888 | | | | 189,969 | |
Netflix, Inc.* | | | 1,040 | | | | 385,362 | |
Sinclair Broadcast Group, Inc., Class A | | | 1,263 | | | | 57,833 | |
TechTarget, Inc.* | | | 4,156 | | | | 69,364 | |
Twitter, Inc.* | | | 994 | | | | 39,671 | |
Verizon Communications, Inc. | | | 2,911 | | | | 166,480 | |
The Walt Disney Co. | | | 376 | | | | 51,501 | |
Zynga, Inc., Class A* | | | 8,227 | | | | 46,565 | |
Total Communication Services | | | | | | | 5,941,378 | |
Consumer Discretionary—10.5% | | | | | |
Aaron’s, Inc. | | | 411 | | | | 22,888 | |
Amazon.com, Inc.* | | | 1,002 | | | | 1,930,373 | |
Best Buy Co., Inc. | | | 2,515 | | | | 187,141 | |
Crocs, Inc.* | | | 54,582 | | | | 1,520,109 | |
Gentex Corp. | | | 33,888 | | | | 780,441 | |
Graham Holdings Co., Class B | | | 662 | | | | 492,151 | |
The Home Depot, Inc. | | | 1,128 | | | | 229,773 | |
International Speedway Corp., Class A | | | 5,124 | | | | 226,071 | |
J. Jill, Inc. | | | 8,040 | | | | 45,104 | |
K12, Inc.* | | | 7,056 | | | | 212,527 | |
Lowe’s Cos., Inc. | | | 6,998 | | | | 791,754 | |
MasterCraft Boat Holdings, Inc.* | | | 7,209 | | | | 178,351 | |
Ross Stores, Inc. | | | 2,546 | | | | 248,642 | |
Speedway Motorsports, Inc. | | | 8,762 | | | | 160,783 | |
Standard Motor Products, Inc. | | | 3,900 | | | | 194,883 | |
Stoneridge, Inc.* | | | 6,312 | | | | 198,386 | |
Total Consumer Discretionary | | | | | | | 7,419,377 | |
Consumer Staples—7.2% | | | | | | | | |
Central Garden & Pet Co.*,1 | | | 8,781 | | | | 236,912 | |
Central Garden & Pet Co., Class A* | | | 11,889 | | | | 291,043 | |
The Coca-Cola Co. | | | 1,355 | | | | 66,476 | |
Medifast, Inc. | | | 7,415 | | | | 1,087,706 | |
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| | Shares | | | Value | |
National Beverage Corp.1 | | | 6,098 | | | $ | 341,488 | |
Performance Food Group Co.* | | | 14,916 | | | | 610,810 | |
The Procter & Gamble Co. | | | 1,657 | | | | 176,437 | |
Tyson Foods, Inc., Class A | | | 14,878 | | | | 1,115,999 | |
US Foods Holding Corp.* | | | 23,490 | | | | 858,560 | |
USANA Health Sciences, Inc.* | | | 4,059 | | | | 338,764 | |
Total Consumer Staples | | | | | | | 5,124,195 | |
Energy—4.4% | | | | | | | | |
Chevron Corp. | | | 1,896 | | | | 227,634 | |
CONSOL Energy, Inc.* | | | 11,895 | | | | 403,240 | |
Exxon Mobil Corp. | | | 6,070 | | | | 487,300 | |
Marathon Petroleum Corp. | | | 9,400 | | | | 572,178 | |
Phillips 66 | | | 4,600 | | | | 433,642 | |
ProPetro Holding Corp.* | | | 739 | | | | 16,354 | |
Southwestern Energy Co.*,1 | | | 3,950 | | | | 15,602 | |
Valero Energy Corp. | | | 5,800 | | | | 525,828 | |
W&T Offshore, Inc.* | | | 67,152 | | | | 428,430 | |
Total Energy | | | | | | | 3,110,208 | |
Financials—14.0% | | | | | | | | |
Arch Capital Group, Ltd. (Bermuda)* | | | 35,037 | | | | 1,183,550 | |
Bank of America Corp. | | | 10,214 | | | | 312,344 | |
Berkshire Hathaway, Inc., Class B* | | | 10,190 | | | | 2,208,275 | |
Brown & Brown, Inc. | | | 50,805 | | | | 1,613,059 | |
Canadian Imperial Bank of Commerce (Canada)1 | | | 1,806 | | | | 152,101 | |
Citigroup, Inc. | | | 4,100 | | | | 289,870 | |
Discover Financial Services | | | 6,597 | | | | 537,589 | |
Employers Holdings, Inc. | | | 6,148 | | | | 263,872 | |
Enterprise Financial Services Corp. | | | 2,000 | | | | 85,080 | |
Erie Indemnity Co., Class A | | | 2,000 | | | | 378,640 | |
Essent Group, Ltd.* | | | 7,148 | | | | 339,173 | |
Evercore, Inc., Class A | | | 3,695 | | | | 360,004 | |
Everest Re Group, Ltd. (Bermuda) | | | 2,200 | | | | 518,100 | |
First Defiance Financial Corp. | | | 2,962 | | | | 87,409 | |
First Interstate BancSystem, Inc., Class A | | | 4,099 | | | | 173,224 | |
Houlihan Lokey, Inc. | | | 763 | | | | 37,631 | |
JPMorgan Chase & Co. | | | 6,852 | | | | 795,175 | |
LegacyTexas Financial Group, Inc. | | | 440 | | | | 17,635 | |
MGIC Investment Corp.* | | | 10,933 | | | | 160,059 | |
SEI Investments Co. | | | 1,319 | | | | 71,819 | |
SunTrust Banks, Inc. | | | 3,197 | | | | 209,340 | |
Wells Fargo & Co. | | | 2,811 | | | | 136,080 | |
Total Financials | | | | | | | 9,930,029 | |
The accompanying notes are an integral part of these financial statements.
6
| | |
| | AMG FQTax-Managed U.S. Equity Fund |
| | Schedule of Portfolio Investments(continued) |
| | | | | | | | |
| | Shares | | | Value | |
Health Care—12.9% | | | | | | | | |
Agilent Technologies, Inc. | | | 1,239 | | | $ | 97,261 | |
Amgen, Inc. | | | 6,284 | | | | 1,126,847 | |
AngioDynamics, Inc.* | | | 5,317 | | | | 109,211 | |
Anika Therapeutics, Inc.*,1 | | | 9,000 | | | | 286,650 | |
Assertio Therapeutics, Inc.*,1 | | | 4,421 | | | | 18,435 | |
Atrion Corp. | | | 251 | | | | 220,880 | |
Biogen, Inc.* | | | 1,735 | | | | 397,731 | |
Cardiovascular Systems, Inc.* | | | 6,232 | | | | 221,485 | |
Centene Corp.* | | | 21,888 | | | | 1,128,545 | |
Charles River Laboratories International, Inc.* | | | 5,927 | | | | 832,566 | |
Fluidigm Corp.* | | | 5,136 | | | | 70,569 | |
Genomic Health, Inc.* | | | 7,518 | | | | 483,633 | |
Haemonetics Corp.* | | | 570 | | | | 49,750 | |
Horizon Pharma PLC* | | | 4,155 | | | | 106,077 | |
IDEXX Laboratories, Inc.* | | | 353 | | | | 81,896 | |
Johnson & Johnson | | | 4,713 | | | | 665,476 | |
McKesson Corp. | | | 1,199 | | | | 142,981 | |
Merck & Co., Inc. | | | 850 | | | | 66,903 | |
OraSure Technologies, Inc.* | | | 9,021 | | | | 85,339 | |
Pfizer, Inc. | | | 5,762 | | | | 233,995 | |
The Providence Service Corp.* | | | 3,524 | | | | 233,747 | |
Simulations Plus, Inc. | | | 1,181 | | | | 26,608 | |
UnitedHealth Group, Inc. | | | 8,186 | | | | 1,907,911 | |
WellCare Health Plans, Inc.* | | | 2,003 | | | | 517,475 | |
Total Health Care | | | | | | | 9,111,971 | |
Industrials—9.5% | | | | | | | | |
Alaska Air Group, Inc.1 | | | 17,600 | | | | 1,089,440 | |
Allison Transmission Holdings, Inc. | | | 22,691 | | | | 1,063,300 | |
The Boeing Co. | | | 319 | | | | 120,483 | |
Brady Corp., Class A | | | 478 | | | | 23,322 | |
BWX Technologies, Inc. | | | 20,839 | | | | 1,064,873 | |
Continental Building Products, Inc.* | | | 8,677 | | | | 222,565 | |
Delta Air Lines, Inc. | | | 2,728 | | | | 159,015 | |
Forward Air Corp. | | | 274 | | | | 17,350 | |
HEICO Corp., Class A | | | 387 | | | | 34,609 | |
Herman Miller, Inc. | | | 11,489 | | | | 446,003 | |
Huntington Ingalls Industries, Inc. | | | 5,787 | | | | 1,288,070 | |
ICF International, Inc. | | | 1,569 | | | | 122,178 | |
Kimball International, Inc., Class B | | | 1,313 | | | | 20,562 | |
Mesa Air Group Inc.* | | | 2,630 | | | | 24,038 | |
Rush Enterprises, Inc., Class B | | | 5,151 | | | | 216,342 | |
Southwest Airlines Co. | | | 4,500 | | | | 244,035 | |
| | | | | | | | |
| | Shares | | | Value | |
TPI Composites, Inc.*,1 | | | 1,903 | | | $ | 58,898 | |
UniFirst Corp. | | | 3,000 | | | | 474,390 | |
Total Industrials | | | | | | | 6,689,473 | |
Information Technology—23.3% | | | | | |
Appfolio, Inc., Class A*,1 | | | 2,427 | | | | 235,686 | |
Apple, Inc. | | | 11,654 | | | | 2,338,608 | |
CACI International, Inc., Class A* | | | 4,415 | | | | 860,660 | |
CDW Corp. | | | 8,491 | | | | 896,650 | |
Ciena Corp.* | | | 4,571 | | | | 175,344 | |
Cisco Systems, Inc. | | | 2,851 | | | | 159,514 | |
Diodes, Inc.* | | | 1,266 | | | | 46,108 | |
Intel Corp. | | | 3,836 | | | | 195,789 | |
Lumentum Holdings, Inc.*,1 | | | 2,363 | | | | 146,435 | |
Mastercard, Inc., Class A | | | 10,525 | | | | 2,675,876 | |
MAXIMUS, Inc. | | | 1,542 | | | | 113,568 | |
Micron Technology, Inc.* | | | 5,574 | | | | 234,442 | |
Microsoft Corp. | | | 25,645 | | | | 3,349,237 | |
Oracle Corp. | | | 583 | | | | 32,257 | |
PC Connection, Inc. | | | 1,741 | | | | 64,696 | |
Progress Software Corp. | | | 26,426 | | | | 1,205,290 | |
QAD, Inc., Class A | | | 9,851 | | | | 461,716 | |
Rudolph Technologies, Inc.* | | | 11,599 | | | | 280,580 | |
salesforce.com, Inc.* | | | 1,696 | | | | 280,434 | |
ServiceNow, Inc.* | | | 326 | | | | 88,512 | |
Visa, Inc., Class A | | | 16,270 | | | | 2,675,276 | |
Total Information Technology | | | | | | | 16,516,678 | |
Materials—2.7% | | | | | | | | |
AdvanSix, Inc.* | | | 4,109 | | | | 124,215 | |
Graphic Packaging Holding Co. | | | 25,299 | | | | 351,150 | |
LyondellBasell Industries NV, Class A | | | 7,700 | | | | 679,371 | |
Stepan Co. | | | 4,315 | | | | 399,310 | |
Warrior Met Coal, Inc. | | | 12,028 | | | | 372,868 | |
Total Materials | | | | | | | 1,926,914 | |
Real Estate—3.5% | | | | | | | | |
American Homes 4 Rent, Class A, REIT | | | 11,900 | | | | 285,362 | |
American Tower Corp., REIT | | | 481 | | | | 93,939 | |
Equity Commonwealth, REIT | | | 1,867 | | | | 59,371 | |
HFF, Inc., Class A | | | 3,168 | | | | 150,765 | |
Marcus & Millichap, Inc.* | | | 18,974 | | | | 817,780 | |
PS Business Parks, Inc., REIT | | | 4,713 | | | | 724,011 | |
Sunstone Hotel Investors, Inc., REIT | | | 22,068 | | | | 317,779 | |
Total Real Estate | | | | | | | 2,449,007 | |
The accompanying notes are an integral part of these financial statements.
7
| | |
| | AMG FQTax-Managed U.S. Equity Fund |
| | Schedule of Portfolio Investments(continued) |
| | | | | | | | |
| | Shares | | | Value | |
Utilities—2.3% | | | | | | | | |
American Water Works Co., Inc. | | | 4,551 | | | $ | 492,373 | |
Evergy, Inc. | | | 306 | | | | 17,693 | |
Hawaiian Electric Industries, Inc. | | | 10,503 | | | | 435,664 | |
NRG Energy, Inc. | | | 409 | | | | 16,839 | |
OGE Energy Corp. | | | 16,554 | | | | 700,896 | |
Total Utilities | | | | | | | 1,663,465 | |
Total Common Stocks (Cost $40,206,259) | | | | | | | 69,882,695 | |
| | |
| | Principal Amount | | | | |
Short-Term Investments—1.5% | |
Joint Repurchase Agreements—0.1%2 | | | | | | | | |
RBC Dominion Securities, Inc., dated 04/30/19, due 05/01/19, 2.720% total to be received $102,236 (collateralized by various U.S. Government Agency Obligations, 2.652% - 7.000%, 04/01/34 - 04/20/49, totaling $104,273) | | $ | 102,228 | | | | 102,228 | |
| | | | | | | | |
| | Shares | | | Value | |
Other Investment Companies—1.4% | | | | | | | | |
Dreyfus Government Cash Management Fund, Institutional Shares, 2.33%3 | | | 319,185 | | | $ | 319,185 | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%3 | | | 319,185 | | | | 319,185 | |
JPMorgan U.S. Government Money Market Fund, IM Shares, 2.38%3 | | | 328,858 | | | | 328,858 | |
Total Other Investment Companies | | | | | | | 967,228 | |
Total Short-Term Investments (Cost $1,069,456) | | | | | | | 1,069,456 | |
Total Investments—100.2% (Cost $41,275,715) | | | | | | | 70,952,151 | |
Other Assets, less Liabilities—(0.2)% | | | | | | | (172,050 | ) |
Net Assets—100.0% | | | | | | $ | 70,780,101 | |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $2,343,021 or 3.3% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements. |
2 | Cash collateral received for securities lending activity was invested in these joint repurchase agreements. |
3 | Yield shown represents the April 30, 2019, 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 April 30, 2019:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks† | | $ | 69,882,695 | | | | — | | | | — | | | $ | 69,882,695 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Joint Repurchase Agreements | | | — | | | $ | 102,228 | | | | — | | | | 102,228 | |
Other Investment Companies | | | 967,228 | | | | — | | | | — | | | | 967,228 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 70,849,923 | | | $ | 102,228 | | | | — | | | $ | 70,952,151 | |
| | | | | | | | | | | | | | | | |
† | 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. |
For the six months ended April 30, 2019, there were no transfers in or out of Level 3.
The accompanying notes are an integral part of these financial statements.
8
| | |
| | AMG FQ Long-Short Equity Fund Fund Snapshots(unaudited) April 30, 2019 |
PORTFOLIO BREAKDOWN
| | | | | | | | | | | | |
| | Long | | | Short | | | Net | |
Sector | | Exposure1, 2 | | | Exposure1,2 | | | Exposure1,2 | |
Financials | | | 16.8 | % | | | (17.3 | )% | | | (0.5 | )% |
Industrials | | | 14.2 | | | | (17.0 | ) | | | (2.8 | ) |
Real Estate | | | 11.9 | | | | (10.4 | ) | | | 1.5 | |
Consumer Discretionary | | | 8.1 | | | | (5.6 | ) | | | 2.5 | |
Information Technology | | | 6.4 | | | | (5.4 | ) | | | 1.0 | |
Health Care | | | 6.0 | | | | (3.7 | ) | | | 2.2 | |
Utilities | | | 5.2 | | | | (3.1 | ) | | | 2.0 | |
Consumer Staples | | | 4.2 | | | | (1.9 | ) | | | 2.3 | |
Materials | | | 4.1 | | | | (4.2 | ) | | | (0.1 | ) |
Energy | | | 2.7 | | | | (1.5 | ) | | | 1.2 | |
Communication Services | | | 1.3 | | | | (0.7 | ) | | | 0.5 | |
Short Term Investments | | | 17.4 | | | | — | | | | 17.4 | |
Other Assets3 | | | | | | | | | | | 72.8 | |
1 | As a percentage of net assets. |
2 | Includes notional market value of constituents in Equity Basket Swaps. |
3 | Includes collateral for swaps. |
TOP TEN HOLDINGS
| | | | |
| | % of | |
Security Name | | Net Assets | |
Gentex Corp. | | | 1.6 | |
The Toro Co. | | | 1.5 | |
MGIC Investment Corp. | | | 1.5 | |
First American Financial Corp. | | | 1.5 | |
Evercore, Inc., Class A | | | 1.5 | |
Essent Group, Ltd. | | | 1.5 | |
Radian Group, Inc. | | | 1.5 | |
Performance Food Group Co. | | | 1.5 | |
US Foods Holding Corp. | | | 1.4 | |
PS Business Parks, Inc. | | | 1.4 | |
| | | | |
Top Ten as a Group | | | 14.9 | |
| | | | |
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.
9
| | |
| | AMG FQ Long-Short Equity Fund Schedule of Portfolio Investments(unaudited) April 30, 2019 |
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks—78.8% | | | | | | | | |
Communication Services—0.8% | | | | | | | | |
Liberty TripAdvisor Holdings, Inc., Class A* | | | 19,925 | | | $ | 293,694 | |
TripAdvisor, Inc.*,1 | | | 2,182 | | | | 116,148 | |
Twitter, Inc.* | | | 1,726 | | | | 68,885 | |
Yelp, Inc.*,1 | | | 2,986 | | | | 119,619 | |
Zynga, Inc., Class A* | | | 10,610 | | | | 60,053 | |
Total Communication Services | | | | | | | 658,399 | |
Consumer Discretionary—8.1% | | | | | | | | |
Aaron’s, Inc. | | | 952 | | | | 53,017 | |
Barnes & Noble Education, Inc.* | | | 4,693 | | | | 20,180 | |
Career Education Corp.* | | | 2,520 | | | | 45,738 | |
Core-Mark Holding Co., Inc. | | | 3,286 | | | | 119,446 | |
Crocs, Inc.* | | | 5,127 | | | | 142,787 | |
Dana, Inc. | | | 2,607 | | | | 50,837 | |
Deckers Outdoor Corp.* | | | 2,448 | | | | 387,298 | |
eBay, Inc. | | | 8,201 | | | | 317,789 | |
Etsy, Inc.*,1 | | | 834 | | | | 56,328 | |
Gentex Corp.2 | | | 56,648 | | | | 1,304,603 | |
Hanesbrands, Inc. | | | 710 | | | | 12,830 | |
Installed Building Products, Inc.*,1 | | | 7,050 | | | | 338,612 | |
J. Jill, Inc. | | | 30,125 | | | | 169,001 | |
K12, Inc.* | | | 2,478 | | | | 74,637 | |
MarineMax, Inc.*,1 | | | 13,864 | | | | 239,709 | |
Meritage Homes Corp.* | | | 5,496 | | | | 281,120 | |
The Michaels Cos., Inc.*,1 | | | 32,251 | | | | 362,501 | |
Nordstrom, Inc.1 | | | 157 | | | | 6,440 | |
Office Depot, Inc. | | | 19,873 | | | | 47,695 | |
PulteGroup, Inc. | | | 29,259 | | | | 920,488 | |
Red Rock Resorts, Inc., Class A | | | 1,629 | | | | 43,950 | |
Rent-A-Center, Inc.* | | | 4,346 | | | | 108,346 | |
ServiceMaster Global Holdings, Inc.*,1 | | | 9,920 | | | | 486,378 | |
Skechers U.S.A., Inc., Class A*,1 | | | 4,575 | | | | 144,845 | |
Speedway Motorsports, Inc. | | | 16,146 | | | | 296,279 | |
Stamps.com, Inc.* | | | 1,134 | | | | 97,297 | |
Taylor Morrison Home Corp., Class A* | | | 20,888 | | | | 404,392 | |
The Cato Corp., Class A | | | 8,190 | | | | 124,160 | |
Tower International, Inc. | | | 2,704 | | | | 63,111 | |
Urban Outfitters, Inc.* | | | 3,356 | | | | 99,774 | |
ZAGG, Inc.* | | | 1,687 | | | | 13,901 | |
Total Consumer Discretionary | | | | | | | 6,833,489 | |
Consumer Staples—4.2% | | | | | | | | |
BJ’s Wholesale Club Holdings, Inc.*,1 | | | 5,290 | | | | 149,971 | |
| | | | | | | | |
| | Shares | | | Value | |
Monster Beverage Corp.* | | | 8,856 | | | $ | 527,818 | |
Performance Food Group Co.*,2 | | | 29,941 | | | | 1,226,084 | |
US Foods Holding Corp.* | | | 33,173 | | | | 1,212,473 | |
USANA Health Sciences, Inc.* | | | 3,906 | | | | 325,995 | |
Weis Markets, Inc. | | | 1,361 | | | | 57,230 | |
Total Consumer Staples | | | | | | | 3,499,571 | |
Energy—2.7% | | | | | | | | |
Adams Resources & Energy, Inc.2 | | | 399 | | | | 14,424 | |
Baker Hughes, a GE Co. | | | 229 | | | | 5,500 | |
Cabot Oil & Gas Corp. | | | 8,061 | | | | 208,699 | |
Carrizo Oil & Gas, Inc.*,1 | | | 5,028 | | | | 64,459 | |
CONSOL Energy, Inc.* | | | 17,320 | | | | 587,148 | |
Denbury Resources, Inc.* | | | 15,131 | | | | 33,742 | |
Evolution Petroleum Corp. | | | 26,576 | | | | 186,829 | |
Helix Energy Solutions Group, Inc.* | | | 11,496 | | | | 89,899 | |
HollyFrontier Corp. | | | 1,205 | | | | 57,515 | |
Keane Group, Inc.* | | | 5,615 | | | | 58,901 | |
Laredo Petroleum, Inc.*,1 | | | 5,624 | | | | 16,985 | |
Midstates Petroleum Co., Inc.* | | | 5,465 | | | | 69,788 | |
ProPetro Holding Corp.*,1 | | | 9,662 | | | | 213,820 | |
Renewable Energy Group, Inc.* | | | 16,171 | | | | 390,045 | |
Southwestern Energy Co.*,1 | | | 39,608 | | | | 156,452 | |
W&T Offshore, Inc.* | | | 18,015 | | | | 114,936 | |
Total Energy | | | | | | | 2,269,142 | |
Financials—16.8% | | | | | | | | |
Arthur J Gallagher & Co. | | | 426 | | | | 35,622 | |
Artisan Partners Asset Management, Inc., Class A | | | 23,040 | | | | 652,953 | |
BrightSphere Investment Group | | | | | | | | |
PLC (United Kingdom) | | | 20,867 | | | | 305,910 | |
Cadence BanCorp | | | 347 | | | | 7,894 | |
Citizens Financial Group, Inc. | | | 4,614 | | | | 167,027 | |
Employers Holdings, Inc.2 | | | 9,892 | | | | 424,565 | |
Enova International, Inc.* | | | 6,165 | | | | 169,106 | |
Essent Group, Ltd.*,2 | | | 26,256 | | | | 1,245,847 | |
Evercore, Inc., Class A | | | 12,818 | | | | 1,248,858 | |
Fidelity National Financial, Inc. | | | 20,949 | | | | 836,913 | |
First American Financial Corp.2 | | | 22,201 | | | | 1,266,789 | |
GAMCO Investors, Inc., Class A | | | 270 | | | | 5,853 | |
Great Western Bancorp, Inc. | | | 29,966 | | | | 1,053,904 | |
Houlihan Lokey, Inc. | | | 5,018 | | | | 247,488 | |
MGIC Investment Corp.* | | | 87,158 | | | | 1,275,993 | |
Moelis & Co., Class A | | | 2,168 | | | | 88,780 | |
National General Holdings Corp. | | | 9,144 | | | | 225,400 | |
The accompanying notes are an integral part of these financial statements.
10
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
| | | | | | | | |
| | Shares | | | Value | |
Financials—16.8%(continued) | | | | | | | | |
NMI Holdings, Inc., Class A* | | | 21,192 | | | $ | 595,071 | |
Pzena Investment Management, Inc., Class A | | | 64,274 | | | | 639,526 | |
Radian Group, Inc.2 | | | 52,715 | | | | 1,234,585 | |
SEI Investments Co.2 | | | 22,259 | | | | 1,212,002 | |
Silvercrest Asset Management Group, Inc., Class A | | | 3,722 | | | | 54,118 | |
Umpqua Holdings Corp. | | | 17,849 | | | | 309,859 | |
Walker & Dunlop, Inc. | | | 470 | | | | 25,826 | |
WSFS Financial Corp. | | | 18,211 | | | | 786,351 | |
Total Financials | | | | | | | 14,116,240 | |
Health Care—5.8% | | | | | | | | |
ACADIA Pharmaceuticals, Inc.*,1 | | | 5,101 | | | | 122,679 | |
AMAG Pharmaceuticals, Inc.* | | | 3,587 | | | | 40,031 | |
Amedisys, Inc.*,2 | | | 5,082 | | | | 649,581 | |
Arrowhead Pharmaceuticals, Inc.*,1 | | | 2,916 | | | | 52,430 | |
Assertio Therapeutics, Inc.*,1 | | | 20,954 | | | | 87,378 | |
Biogen, Inc.*,2 | | | 1,715 | | | | 393,147 | |
Calithera Biosciences, Inc.* | | | 1,032 | | | | 6,357 | |
Cardiovascular Systems, Inc.*,2 | | | 8,682 | | | | 308,558 | |
Castlight Health Inc. , Class B* | | | 39,136 | | | | 145,977 | |
Collegium Pharmaceutical, Inc.* | | | 2,395 | | | | 33,362 | |
Covetrus, Inc.*,1 | | | 866 | | | | 28,465 | |
Endo International PLC (Ireland)* | | | 14,202 | | | | 106,515 | |
The Ensign Group, Inc. | | | 826 | | | | 42,555 | |
Epizyme, Inc.* | | | 1,138 | | | | 14,123 | |
Fluidigm Corp.* | | | 11,753 | | | | 161,486 | |
Genomic Health, Inc.* | | | 2,389 | | | | 153,684 | |
HealthEquity, Inc.* | | | 4,329 | | | | 293,290 | |
HMS Holdings Corp.* | | | 577 | | | | 17,558 | |
Horizon Pharma PLC* | | | 2,006 | | | | 51,213 | |
Humana, Inc. | | | 23 | | | | 5,874 | |
Incyte Corp.* | | | 545 | | | | 41,856 | |
Ionis Pharmaceuticals, Inc.* | | | 673 | | | | 50,024 | |
Lantheus Holdings, Inc.* | | | 1,150 | | | | 27,784 | |
Mallinckrodt PLC* | | | 9,964 | | | | 154,043 | |
Medpace Holdings, Inc.*,1 | | | 3,181 | | | | 178,677 | |
Molina Healthcare, Inc.* | | | 6,150 | | | | 797,225 | |
Natera, Inc.* | | | 339 | | | | 6,478 | |
Nektar Therapeutics* | | | 3,690 | | | | 118,154 | |
NextGen Healthcare, Inc.* | | | 539 | | | | 10,128 | |
OMNICELL INC* | | | 444 | | | | 35,680 | |
OraSure Technologies, Inc.* | | | 9,754 | | | | 92,273 | |
| | | | | | | | |
| | Shares | | | Value | |
Pacira BioSciences, Inc.* | | | 5,092 | | | $ | 202,763 | |
STAAR Surgical Co.*,1 | | | 716 | | | | 23,256 | |
Supernus Pharmaceuticals, Inc.*,1 | | | 485 | | | | 17,814 | |
Syneos Health, Inc.*,1 | | | 4,305 | | | | 202,034 | |
Vanda Pharmaceuticals, Inc.* | | | 5,172 | | | | 84,252 | |
Veracyte, Inc.* | | | 1,147 | | | | 26,232 | |
Vericel Corp.*,1 | | | 1,540 | | | | 26,165 | |
Voyager Therapeutics Inc.* | | | 716 | | | | 15,108 | |
Total Health Care | | | | | | | 4,824,209 | |
Industrials—13.6% | | | | | | | | |
Allison Transmission Holdings, Inc.2 | | | 25,708 | | | | 1,204,677 | |
Atkore International Group, Inc.*,2 | | | 10,769 | | | | 266,640 | |
Avis Budget Group, Inc.*,2 | | | 12,464 | | | | 443,095 | |
BMC Stock Holdings, Inc.* | | | 4,136 | | | | 85,119 | |
Builders FirstSource, Inc.* | | | 6,002 | | | | 82,708 | |
Carlisle Cos., Inc. | | | 6,121 | | | | 865,632 | |
Commercial Vehicle Group, Inc.* | | | 15,332 | | | | 136,761 | |
Continental Building Products, Inc.*,2 | | | 24,424 | | | | 626,476 | |
Covenant Transportation Group, Inc., Class A* | | | 4,917 | | | | 96,029 | |
EMCOR Group, Inc.2 | | | 13,197 | | | | 1,110,396 | |
Gardner Denver Holdings, Inc.* | | | 1,309 | | | | 44,179 | |
Great Lakes Dredge & Dock Corp.* | | | 1,491 | | | | 15,253 | |
Herman Miller, Inc. | | | 28,203 | | | | 1,094,840 | |
HNI Corp. | | | 314 | | | | 11,527 | |
JetBlue Airways Corp.* | | | 28,500 | | | | 528,675 | |
Kforce, Inc. | | | 3,021 | | | | 108,816 | |
Kimball International, Inc., Class B | | | 24,125 | | | | 377,797 | |
Meritor, Inc.* | | | 5,598 | | | | 135,808 | |
Moog, Inc., Class A | | | 690 | | | | 64,612 | |
Oshkosh Corp. | | | 74 | | | | 6,111 | |
Resideo Technologies, Inc.* | | | 9,954 | | | | 225,956 | |
Robert Half International, Inc. | | | 3,037 | | | | 188,567 | |
Schneider National, Inc., Class B | | | 9,438 | | | | 197,254 | |
Southwest Airlines Co. | | | 18,291 | | | | 991,921 | |
Spirit AeroSystems Holdings, Inc., Class A | | | 1,542 | | | | 134,000 | |
The Toro Co.2 | | | 17,642 | | | | 1,290,512 | |
TrueBlue, Inc.* | | | 21,760 | | | | 525,722 | |
United Continental Holdings, Inc.* | | | 594 | | | | 52,783 | |
WESCO International, Inc.* | | | 7,415 | | | | 424,435 | |
YRC Worldwide, Inc.*,1 | | | 10,284 | | | | 70,034 | |
Total Industrials | | | | | | | 11,406,335 | |
Information Technology—6.4% | | | | | | | | |
Acacia Communications, Inc.* | | | 2,018 | | | | 116,802 | |
The accompanying notes are an integral part of these financial statements.
11
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
| | | | | | | | |
| | Shares | | | Value | |
Information Technology—6.4%(continued) | | | | | | | | |
Avaya Holdings Corp.* | | | 5,972 | | | $ | 113,946 | |
Benchmark Electronics, Inc. | | | 23,446 | | | | 633,745 | |
CDW Corp. | | | 2,137 | | | | 225,667 | |
Ciena Corp.* | | | 7,521 | | | | 288,505 | |
Cognizant Technology Solutions Corp., Class A | | | 80 | | | | 5,837 | |
Cornerstone OnDemand, Inc.* | | | 355 | | | | 19,401 | |
EVERTEC, Inc. (Puerto Rico)2 | | | 13,339 | | | | 417,644 | |
Extreme Networks, Inc.* | | | 17,914 | | | | 143,312 | |
Hewlett Packard Enterprise Co. | | | 298 | | | | 4,711 | |
Insight Enterprises, Inc.* | | | 107 | | | | 6,054 | |
Lam Research Corp. | | | 225 | | | | 46,672 | |
Lattice Semiconductor* | | | 21,238 | | | | 275,032 | |
MAXIMUS, Inc. | | | 6,691 | | | | 492,792 | |
Micron Technology, Inc.* | | | 14,435 | | | | 607,136 | |
NXP Semiconductors, N.V. (Netherlands)2 | | | 8,685 | | | | 917,310 | |
ON Semiconductor Corp.* | | | 21,295 | | | | 491,063 | |
Progress Software Corp. | | | 3,913 | | | | 178,472 | |
Semtech Corp.* | | | 3,341 | | | | 179,979 | |
SMART Global Holdings, Inc.*,1 | | | 454 | | | | 9,870 | |
Stratasys, Ltd.* | | | 1,500 | | | | 34,875 | |
Viavi Solutions, Inc.* | | | 6,793 | | | | 90,347 | |
Zix Corp.* | | | 10,252 | | | | 83,554 | |
Total Information Technology | | | | | | | 5,382,726 | |
Materials—4.0% | | | | | | | | |
FutureFuel Corp. | | | 8,621 | | | | 126,643 | |
Ingevity Corp.* | | | 178 | | | | 20,472 | |
Minerals Technologies, Inc. | | | 5,023 | | | | 315,294 | |
OMNOVA Solutions, Inc.* | | | 15,650 | | | | 115,810 | |
Silgan Holdings, Inc. | | | 19,079 | | | | 571,225 | |
Steel Dynamics, Inc.2 | | | 27,663 | | | | 876,364 | |
Stepan Co. | | | 429 | | | | 39,700 | |
Valhi, Inc. | | | 2,545 | | | | 6,388 | |
Verso Corp., Class A* | | | 4,800 | | | | 107,136 | |
Warrior Met Coal, Inc. | | | 37,527 | | | | 1,163,337 | |
Total Materials | | | | | | | 3,342,369 | |
Real Estate—11.2% | | | | | | | | |
Alexander & Baldwin, Inc., REIT | | | 16,023 | | | | 378,463 | |
Brixmor Property Group, Inc., REIT2 | | | 9,499 | | | | 169,842 | |
CBRE Group, Inc., Class A* | | | 5,857 | | | | 304,974 | |
Chesapeake Lodging Trust, REIT2 | | | 38,683 | | | | 1,102,465 | |
Cousins Properties, Inc., REIT1 | | | 93,219 | | | | 892,106 | |
Douglas Emmett, Inc., REIT | | | 12,712 | | | | 523,607 | |
| | | | | | | | |
| | Shares | | | Value | |
First Industrial Realty Trust, Inc., REIT2 | | | 23,214 | | | $ | 818,758 | |
Lexington Realty Trust, REIT | | | 99,273 | | | | 900,406 | |
Marcus & Millichap, Inc.* | | | 17,033 | | | | 734,122 | |
PS Business Parks, Inc., REIT2 | | | 7,892 | | | | 1,212,369 | |
RE/MAX Holdings, Inc., Class A1 | | | 6,778 | | | | 293,691 | |
The RMR Group, Inc., Class A2 | | | 15,956 | | | | 922,895 | |
Sunstone Hotel Investors, Inc., REIT2 | | | 81,309 | | | | 1,170,850 | |
Total Real Estate | | | | | | | 9,424,548 | |
Utilities—5.2% | | | | | | | | |
ALLETE, Inc. | | | 3,315 | | | | 270,007 | |
Atlantic Power Corp.* | | | 54,863 | | | | 126,734 | |
Evergy, Inc. | | | 110 | | | | 6,360 | |
IDACORP, Inc. | | | 12,133 | | | | 1,201,410 | |
NorthWestern Corp. | | | 9,550 | | | | 667,067 | |
NRG Energy, Inc. | | | 3,450 | | | | 142,036 | |
OGE Energy Corp. | | | 26,012 | | | | 1,101,348 | |
Portland General Electric Co. | | | 15,625 | | | | 817,344 | |
Total Utilities | | | | | | | 4,332,306 | |
Total Common Stocks (Cost $62,601,971) | | | | | | | 66,089,334 | |
| | |
| | Principal Amount | | | | |
Short-Term Investments—17.4% | | | | | | | | |
Joint Repurchase Agreements—0.1%3 | | | | | | | | |
BNP Paribas SA, dated 04/30/19, due 05/01/19, 2.700% total to be received $29,548 (collateralized by various U.S. Treasuries, 0.000% - 8.750%, 05/21/19 - 09/09/49, totaling $30,137) | | $ | 29,546 | | | | 29,546 | |
| | |
| | Shares | | | | |
Other Investment Companies—17.3% | | | | | | | | |
Dreyfus Government Cash Management Fund, Institutional Shares, 2.33%4 | | | 3,781,344 | | | | 3,781,344 | |
Morgan Stanley Institutional Liquidity Fund Prime Portfolio, Institutional Shares, 2.54%4 | | | 3,063,584 | | | | 3,065,725 | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%4 | | | 3,781,343 | | | | 3,781,343 | |
JPMorgan U.S. Government Money Market Fund, IM Shares, 2.38%4 | | | 3,895,929 | | | | 3,895,929 | |
Total Other Investment Companies | | | | | | | 14,524,341 | |
Total Short-Term Investments (Cost $14,553,881) | | | | | | | 14,553,887 | |
Total Investments—96.2% (Cost $77,155,852) | | | | | | | 80,643,221 | |
The accompanying notes are an integral part of these financial statements.
12
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
| | | | |
| | Value | |
Derivatives—2.3% | | $ | 1,958,388 | |
Other Assets, less Liabilities—1.5% | | | 1,247,802 | |
Net Assets—100.0% | | $ | 83,849,411 | |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $3,067,094 or 3.7% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements. |
2 | Security position is either entirely or partially held in a segregated account as collateral for swaps and futures contracts. As of April 30, 2019, value of securities held in the segregated account was $18,851,128. |
3 | Cash collateral received for securities lending activity was invested in these joint repurchase agreements. |
4 | Yield shown represents the April 30, 2019, 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
Open Futures Contracts
| | | | | | | | | | | | | | | | | | | | | | | | |
Description | | Currency | | | Number of Contracts | | | Position | | | Expiration Date | | | Current Notional Amount | | | Value and Unrealized Gain/(Loss) | |
S&P 500E-Mini FUT Index | | | USD | | | | 285 | | | | Long | | | | 06/21/19 | | | $ | 42,016,125 | | | $ | 2,446,707 | |
S&P 500E-Mini FUT Index | | | USD | | | | 23 | | | | Short | | | | 06/21/19 | | | | (3,538,200 | ) | | | (117,435 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | | | | | | | | | | $ | 2,329,272 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Over-the-counter total return basket swap
| | | | | | | | | | | | |
| | | | | | | Termination | | | |
Counterparty | | Description | | Notional | | | Date | | Value | |
Morgan Stanley & Co. | | The Fund receives or pays the total return on a portfolio of long positions and receives or pays the1-Month LIBOR (+/- a spread). | | $ | 1,773,524 | | | 8/7/2020 | | $ | 10,079 | |
| | | | | | | | | | | | |
| | | | | | | | | | $ | 10,079 | |
| | | | | | | | | | | | |
Components ofover-the-counter total return basket swap
| | | | | | | | | | | | | | | | |
Reference Entity | | Shares | | | Notional Value | | | Net Unrealized Appreciation/ (Depreciation) | | | % of Notional Value | |
BorgWarner, Inc. | | | 4 | | | $ | 168 | | | $ | (2 | ) | | | 0.0 | # |
Care.com, Inc. | | | 13,379 | | | | 221,958 | | | | 2,141 | | | | 12.5 | |
Central Garden & Pet Co., Class A | | | 315 | | | | 7,520 | | | | 192 | | | | 0.4 | |
Cutera, Inc. | | | 703 | | | | 11,944 | | | | 527 | | | | 0.7 | |
Entegris, Inc. | | | 591 | | | | 22,747 | | | | 1,401 | | | | 1.3 | |
Gray Television, Inc. | | | 8,128 | | | | 185,065 | | | | 5,374 | | | | 10.4 | |
Hawkins, Inc. | | | 1,715 | | | | 64,690 | | | | (1,389 | ) | | | 3.6 | |
Host Hotels & Resorts, Inc. | | | 29,287 | | | | 561,725 | | | | 1,757 | | | | 31.7 | |
Marten Transport, Ltd. | | | 9,391 | | | | 193,028 | | | | (7,275 | ) | | | 10.9 | |
Masco Corp. | | | 5,019 | | | | 192,135 | | | | 3,907 | | | | 10.8 | |
Mesa Air Group, Inc. | | | 14,593 | | | | 127,905 | | | | 5,475 | | | | 7.2 | |
Nevro Corp. | | | 452 | | | | 27,933 | | | | (41 | ) | | | 1.6 | |
Simpson Manufacturing Co., Inc. | | | 1 | | | | 62 | | | | 2 | | | | 0.0 | # |
SunCoke Energy, Inc. | | | 2,064 | | | | 17,337 | | | | 433 | | | | 1.0 | |
The accompanying notes are an integral part of these financial statements.
13
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
Components ofover-the-counter total return basket swap (continued)
| | | | | | | | | | | | | | | | |
Reference Entity | | Shares | | | Notional Value | | | Net Unrealized Appreciation/ (Depreciation) | | | % of Notional Value | |
Tivity Health, Inc. | | | 6,335 | | | $ | 139,307 | | | $ | (2,344 | ) | | | 7.9 | |
| | | | | | | | | | | | | | | | |
Total long equity positions | | | | | | | — | | | | 10,158 | | | | 100.0 | |
Financing | | | | | | | — | | | | (79 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total | | | | | | $ | 1,773,524 | | | $ | 10,079 | | | | 100.0 | |
| | | | | | | | | | | | | | | | |
Over-the-counter total return basket swap
| | | | | | | | | | | | |
| | | | | | | Termination | | | |
Counterparty | | Description | | Notional | | | Date | | Value | |
Morgan Stanley & Co. | | The Fund receives or pays the total return on a portfolio of short positions and receives or pays the1-Month LIBOR (+/- a spread). | | $ | (59,156,977 | ) | | 8/7/2020 | | $ | (380,963 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | $ | (380,963 | ) |
| | | | | | | | | | | | |
Components ofover-the-counter total return basket swap
| | | | | | | | | | | | | | | | |
Reference Entity | | Shares | | | Notional Value | | | Net Unrealized Appreciation/ (Depreciation) | | | % of Notional Value | |
2U, Inc. | | | (4,369 | ) | | $ | (270,179 | ) | | $ | 5,854 | | | | 0.5 | |
3D Systems Corp. | | | (1,067 | ) | | | (11,566 | ) | | | 213 | | | | 0.0 | # |
AAC Holdings, Inc. | | | (28,577 | ) | | | (45,077 | ) | | | (932 | ) | | | 0.1 | |
AAON, Inc. | | | (11,112 | ) | | | (551,377 | ) | | | (6,556 | ) | | | 0.9 | |
Aclaris Therapeutics, Inc. | | | (9,975 | ) | | | (70,424 | ) | | | 7,581 | | | | 0.1 | |
Adesto Technologies Corp. | | | (35,226 | ) | | | (229,321 | ) | | | 4,932 | | | | 0.4 | |
Aerie Pharmaceuticals, Inc. | | | (1,917 | ) | | | (76,297 | ) | | | 3,163 | | | | 0.1 | |
Agios Pharmaceuticals, Inc. | | | (3,338 | ) | | | (189,598 | ) | | | 2,937 | | | | 0.3 | |
AgroFresh Solutions, Inc. | | | (26,294 | ) | | | (84,141 | ) | | | 263 | | | | 0.1 | |
Aimmune Therapeutics, Inc. | | | (9,667 | ) | | | (202,330 | ) | | | 7,637 | | | | 0.3 | |
Albemarle Corp. | | | (11,205 | ) | | | (846,650 | ) | | | 5,603 | | | | 1.4 | |
Alnylam Pharmaceuticals, Inc. | | | (3,003 | ) | | | (261,441 | ) | | | (6,847 | ) | | | 0.4 | |
Alpha & Omega Semiconductor, Ltd. (Bermuda) | | | (513 | ) | | | (6,366 | ) | | | 5 | | | | 0.0 | # |
Ambac Financial Group, Inc. | | | (12,403 | ) | | | (228,215 | ) | | | (3,721 | ) | | | 0.4 | |
Ameresco, Inc., Class A | | | (3,159 | ) | | | (51,647 | ) | | | 4,072 | | | | 0.1 | |
American International Group, Inc. | | | (23,188 | ) | | | (1,067,807 | ) | | | (35,246 | ) | | | 1.8 | |
American Realty Investors, Inc. | | | (2,057 | ) | | | (27,420 | ) | | | (782 | ) | | | 0.0 | # |
Annaly Capital Management, Inc. | | | (62,138 | ) | | | (628,215 | ) | | | 1,243 | | | | 1.1 | |
Applied Optoelectronics, Inc. | | | (6,351 | ) | | | (78,816 | ) | | | (699 | ) | | | 0.1 | |
Arlington Asset Investment Corp., Class A | | | (25,335 | ) | | | (199,189 | ) | | | 309 | | | | 0.3 | |
ARMOUR Residential REIT, Inc. | | | (24,154 | ) | | | (474,143 | ) | | | 13,285 | | | | 0.8 | |
Asure Software, Inc. | | | (24,974 | ) | | | (164,079 | ) | | | (9,740 | ) | | | 0.3 | |
Atara Biotherapeutics, Inc. | | | (645 | ) | | | (21,820 | ) | | | 148 | | | | 0.0 | # |
AXT, Inc. | | | (48,659 | ) | | | (270,057 | ) | | | (7,299 | ) | | | 0.5 | |
B. Riley Financial, Inc. | | | (5,777 | ) | | | (105,950 | ) | | | 1,213 | | | | 0.2 | |
The accompanying notes are an integral part of these financial statements.
14
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
Components ofover-the-counter total return basket swap (continued)
| | | | | | | | | | | | | | | | |
Reference Entity | | Shares | | | Notional Value | | | Net Unrealized Appreciation/ (Depreciation) | | | % of Notional Value | |
Banc of California, Inc. | | | (25,776 | ) | | $ | (372,979 | ) | | $ | (1,031 | ) | | | 0.6 | |
Banco Latinoamericano de Comercio Exterior, S.A., Class E (Panama) | | | (45,550 | ) | | | (980,236 | ) | | | (5,010 | ) | | | 1.7 | |
BGC Partners, Inc., Class A | | | (93,879 | ) | | | (506,449 | ) | | | (498 | ) | | | 0.9 | |
Bluebird Bio, Inc. | | | (1,854 | ) | | | (265,122 | ) | | | 2,169 | | | | 0.5 | |
Bluerock Residential Growth REIT, Inc. | | | (17,919 | ) | | | (203,381 | ) | | | 2,509 | | | | 0.3 | |
Briggs & Stratton Corp. | | | (49,289 | ) | | | (575,203 | ) | | | (26,123 | ) | | | 1.0 | |
Bunge, Ltd. (Bermuda) | | | (3,666 | ) | | | (179,524 | ) | | | (12,611 | ) | | | 0.3 | |
BWX Technologies, Inc. | | | (5,654 | ) | | | (287,902 | ) | | | (1,018 | ) | | | 0.5 | |
Campbell Soup Co. | | | (3,714 | ) | | | (143,509 | ) | | | (186 | ) | | | 0.2 | |
CARBO Ceramics, Inc. | | | (2,633 | ) | | | (7,582 | ) | | | 420 | | | | 0.0 | # |
Cardlytics, Inc. | | | (6,177 | ) | | | (92,964 | ) | | | (3,397 | ) | | | 0.2 | |
Carvana Co. | | | (6,125 | ) | | | (408,292 | ) | | | (30,012 | ) | | | 0.7 | |
CatchMark Timber Trust, Inc., Class A | | | (93,185 | ) | | | (908,041 | ) | | | (23,809 | ) | | | 1.5 | |
CBL & Associates Properties, Inc. | | | (271,674 | ) | | | (274,391 | ) | | | 0 | | | | 0.5 | |
Century Aluminum Co. | | | (14,642 | ) | | | (124,896 | ) | | | 1,757 | | | | 0.2 | |
Century Communities, Inc. | | | (14,384 | ) | | | (359,168 | ) | | | (6,617 | ) | | | 0.6 | |
Charah Solutions, Inc. | | | (17,722 | ) | | | (121,573 | ) | | | (3,190 | ) | | | 0.2 | |
CIRCOR International, Inc. | | | (7,700 | ) | | | (271,812 | ) | | | 12,168 | | | | 0.5 | |
Clearside Biomedical, Inc. | | | (24,326 | ) | | | (29,923 | ) | | | (241 | ) | | | 0.1 | |
Clovis Oncology, Inc. | | | (312 | ) | | | (5,969 | ) | | | 268 | | | | 0.0 | # |
Coeur Mining, Inc. | | | (51,133 | ) | | | (190,726 | ) | | | 6,136 | | | | 0.3 | |
Colony Capital, Inc. | | | (17,804 | ) | | | (90,444 | ) | | | (1,068 | ) | | | 0.2 | |
Colony Credit Real Estate, Inc. | | | (13,547 | ) | | | (212,011 | ) | | | 1,490 | | | | 0.4 | |
Columbia Financial, Inc. | | | (1,430 | ) | | | (22,151 | ) | | | (529 | ) | | | 0.0 | # |
Commercial Metals Co. | | | (17,571 | ) | | | (303,451 | ) | | | (351 | ) | | | 0.5 | |
Conagra Brands, Inc. | | | (14,522 | ) | | | (450,037 | ) | | | 3,050 | | | | 0.8 | |
Concho Resources, Inc. | | | (52 | ) | | | (6,142 | ) | | | 142 | | | | 0.0 | # |
Corvus Pharmaceuticals, Inc. | | | (1,456 | ) | | | (6,610 | ) | | | 451 | | | | 0.0 | # |
Crown Holdings, Inc. | | | (3,287 | ) | | | (191,566 | ) | | | 493 | | | | 0.3 | |
CyrusOne, Inc. | | | (18,165 | ) | | | (1,014,152 | ) | | | 2,543 | | | | 1.7 | |
DASAN Zhone Solutions, Inc. | | | (591 | ) | | | (6,495 | ) | | | (278 | ) | | | 0.0 | # |
Daseke, Inc. | | | (72,481 | ) | | | (383,424 | ) | | | 9,423 | | | | 0.7 | |
Dean Foods Co. | | | (18,079 | ) | | | (30,405 | ) | | | (329 | ) | | | 0.1 | |
Deere & Co. | | | (5,434 | ) | | | (896,664 | ) | | | (3,369 | ) | | | 1.5 | |
Del Frisco’s Restaurant Group, Inc. | | | (51,398 | ) | | | (354,132 | ) | | | 9,766 | | | | 0.6 | |
Dermira, Inc. | | | (3,346 | ) | | | (38,680 | ) | | | 1,573 | | | | 0.1 | |
Diamond Offshore Drilling, Inc. | | | (20,787 | ) | | | (237,803 | ) | | | 35,962 | | | | 0.4 | |
Digimarc Corp. | | | (9,389 | ) | | | (289,651 | ) | | | 9,952 | | | | 0.5 | |
The accompanying notes are an integral part of these financial statements.
15
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
Components ofover-the-counter total return basket swap (continued)
| | | | | | | | | | | | | | | | |
Reference Entity | | Shares | | | Notional Value | | | Net Unrealized Appreciation/ (Depreciation) | | | % of Notional Value | |
Digital Realty Trust, Inc. | | | (7,687 | ) | | $ | (897,765 | ) | | $ | (7,072 | ) | | | 1.5 | |
DocuSign, Inc. | | | (612 | ) | | | (35,043 | ) | | | 361 | | | | 0.1 | |
Drive Shack, Inc. | | | (9,189 | ) | | | (47,507 | ) | | | 276 | | | | 0.1 | |
Dynavax Technologies Corp. | | | (24,637 | ) | | | (167,532 | ) | | | 3,696 | | | | 0.3 | |
Ebix, Inc. | | | (922 | ) | | | (45,897 | ) | | | (645 | ) | | | 0.1 | |
eHealth, Inc. | | | (426 | ) | | | (27,371 | ) | | | 1,495 | | | | 0.0 | # |
Entergy Corp. | | | (1,376 | ) | | | (130,899 | ) | | | (2,436 | ) | | | 0.2 | |
Enzo Biochem, Inc. | | | (9,681 | ) | | | (33,109 | ) | | | (484 | ) | | | 0.1 | |
Equinix, Inc. | | | (1,694 | ) | | | (767,467 | ) | | | (2,795 | ) | | | 1.3 | |
Exantas Capital Corp. | | | (8,691 | ) | | | (94,906 | ) | | | (261 | ) | | | 0.2 | |
Exela Technologies, Inc. | | | (49,890 | ) | | | (163,639 | ) | | | (499 | ) | | | 0.3 | |
Farmer Brothers Co. | | | (27,310 | ) | | | (553,027 | ) | | | 2,458 | | | | 0.9 | |
First Solar, Inc. | | | (14,211 | ) | | | (864,739 | ) | | | (9,663 | ) | | | 1.5 | |
Flexion Therapeutics, Inc. | | | (977 | ) | | | (10,613 | ) | | | 257 | | | | 0.0 | # |
Flotek Industries, Inc. | | | (30,926 | ) | | | (101,920 | ) | | | (8,486 | ) | | | 0.2 | |
FreightCar America, Inc. | | | (72,203 | ) | | | (509,147 | ) | | | 9,502 | | | | 0.9 | |
Front Yard Residential Corp. | | | (66,234 | ) | | | (655,717 | ) | | | (662 | ) | | | 1.1 | |
Gaia, Inc. | | | (99,923 | ) | | | (903,164 | ) | | | (154,021 | ) | | | 1.5 | |
GAIN Capital Holdings, Inc. | | | (38,132 | ) | | | (203,129 | ) | | | 2,174 | | | | 0.3 | |
GameStop Corp., Class A | | | (653 | ) | | | (5,831 | ) | | | 183 | | | | 0.0 | # |
Gates Industrial Corp. PLC (United Kingdom) | | | (94 | ) | | | (1,458 | ) | | | (54 | ) | | | 0.0 | # |
GATX Corp. | | | (2,446 | ) | | | (189,369 | ) | | | 709 | | | | 0.3 | |
General Dynamics Corp. | | | (181 | ) | | | (32,231 | ) | | | (118 | ) | | | 0.1 | |
General Electric Co. | | | (101,896 | ) | | | (975,145 | ) | | | (61,138 | ) | | | 1.7 | |
Geron Corp. | | | (3,169 | ) | | | (6,053 | ) | | | 285 | | | | 0.0 | # |
Granite Point Mortgage Trust, Inc. | | | (51,647 | ) | | | (996,271 | ) | | | 3,099 | | | | 1.7 | |
Graphic Packaging Holding Co. | | | (17,389 | ) | | | (242,055 | ) | | | 696 | | | | 0.4 | |
The Greenbrier Cos., Inc. | | | (13,983 | ) | | | (493,880 | ) | | | (2,936 | ) | | | 0.8 | |
Greenlight Capital Re, Ltd., Class A (Cayman Islands) | | | (84,620 | ) | | | (1,012,055 | ) | | | (1,692 | ) | | | 1.7 | |
Griffon Corp. | | | (2,477 | ) | | | (48,051 | ) | | | (547 | ) | | | 0.1 | |
GrubHub, Inc. | | | (488 | ) | | | (32,589 | ) | | | (5 | ) | | | 0.1 | |
Guess?, Inc. | | | (5,452 | ) | | | (107,677 | ) | | | (3,380 | ) | | | 0.2 | |
Hamilton Lane, Inc., Class A | | | (5,335 | ) | | | (259,388 | ) | | | (1,280 | ) | | | 0.4 | |
HC2 Holdings, Inc. | | | (27,805 | ) | | | (62,283 | ) | | | 2,781 | | | | 0.1 | |
HCI Group, Inc. | | | (5,144 | ) | | | (217,848 | ) | | | (1,389 | ) | | | 0.4 | |
Hecla Mining Co. | | | (133,550 | ) | | | (289,803 | ) | | | 9,349 | | | | 0.5 | |
Howard Bancorp, Inc. | | | (29,197 | ) | | | (426,276 | ) | | | (12,555 | ) | | | 0.7 | |
The Howard Hughes Corp. | | | (9,381 | ) | | | (1,039,415 | ) | | | (1,876 | ) | | | 1.8 | |
The accompanying notes are an integral part of these financial statements.
16
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
Components ofover-the-counter total return basket swap (continued)
| | | | | | | | | | | | | | | | |
Reference Entity | | Shares | | | Notional Value | | | Net Unrealized Appreciation/ (Depreciation) | | | % of Notional Value | |
Hyster-Yale Materials Handling, Inc. | | | (7,222 | ) | | $ | (465,097 | ) | | $ | (16,033 | ) | | | 0.8 | |
Immunomedics, Inc. | | | (1,259 | ) | | | (20,975 | ) | | | 806 | | | | 0.0 | # |
Infinera Corp. | | | (22,325 | ) | | | (97,127 | ) | | | 237 | | | | 0.2 | |
Insulet Corp. | | | (1,902 | ) | | | (161,917 | ) | | | (2,130 | ) | | | 0.3 | |
Interactive Brokers Group, Inc., Class A | | | (117 | ) | | | (6,260 | ) | | | (87 | ) | | | 0.0 | # |
Internap Corp. | | | (6,456 | ) | | | (25,759 | ) | | | 323 | | | | 0.0 | # |
International Flavors & Fragrances, Inc. | | | (7,820 | ) | | | (1,075,797 | ) | | | (1,720 | ) | | | 1.8 | |
International Seaways, Inc. (Marshall Islands) | | | (31,740 | ) | | | (585,920 | ) | | | 20,314 | | | | 1.0 | |
INTL. FCStone, Inc. | | | (1,452 | ) | | | (59,750 | ) | | | 857 | | | | 0.1 | |
Intra-Cellular Therapies, Inc. | | | (1,565 | ) | | | (21,362 | ) | | | 751 | | | | 0.0 | # |
Intrexon Corp. | | | (13,307 | ) | | | (59,882 | ) | | | 2,262 | | | | 0.1 | |
Iron Mountain, Inc. | | | (191 | ) | | | (6,236 | ) | | | 32 | | | | 0.0 | # |
Iteris, Inc. | | | (39,556 | ) | | | (166,531 | ) | | | (5,142 | ) | | | 0.3 | |
Kindred Biosciences, Inc. | | | (11,485 | ) | | | (108,533 | ) | | | 6,432 | | | | 0.2 | |
Kirby Corp. | | | (13,168 | ) | | | (1,067,003 | ) | | | (9,086 | ) | | | 1.8 | |
Kopin Corp. | | | (354,143 | ) | | | (432,054 | ) | | | (10,624 | ) | | | 0.7 | |
La Jolla Pharmaceutical Co. | | | (5,896 | ) | | | (43,727 | ) | | | (3,736 | ) | | | 0.1 | |
Landec Corp. | | | (10,147 | ) | | | (103,499 | ) | | | (3,146 | ) | | | 0.2 | |
Lands’ End, Inc. | | | (382 | ) | | | (7,258 | ) | | | 569 | | | | 0.0 | # |
LendingClub Corp. | | | (190,728 | ) | | | (629,708 | ) | | | 23,193 | | | | 1.1 | |
Lexicon Pharmaceuticals, Inc. | | | (29,492 | ) | | | (175,772 | ) | | | 4,719 | | | | 0.3 | |
Lindsay Corp. | | | (10,682 | ) | | | (884,576 | ) | | | (23,394 | ) | | | 1.5 | |
Live Oak Bancshares, Inc. | | | (20,362 | ) | | | (348,033 | ) | | | (7,691 | ) | | | 0.6 | |
LSB Industries, Inc. | | | (11,322 | ) | | | (67,932 | ) | | | 1,698 | | | | 0.1 | |
The Macerich Co. | | | (25,204 | ) | | | (1,029,583 | ) | | | 17,895 | | | | 1.7 | |
Marvell Technology Group, Ltd. (Bermuda) | | | (271 | ) | | | (6,791 | ) | | | 11 | | | | 0.0 | # |
Mattel, Inc. | | | (51,036 | ) | | | (619,577 | ) | | | (2,552 | ) | | | 1.0 | |
Maxar Technologies, Inc. | | | (10,626 | ) | | | (50,474 | ) | | | (1,913 | ) | | | 0.1 | |
MBIA, Inc. | | | (69,005 | ) | | | (662,448 | ) | | | (4,830 | ) | | | 1.1 | |
The Medicines Co. | | | (2,632 | ) | | | (83,119 | ) | | | (974 | ) | | | 0.1 | |
MGP Ingredients, Inc. | | | (314 | ) | | | (27,462 | ) | | | (129 | ) | | | 0.0 | # |
Microchip Technology, Inc. | | | (1,783 | ) | | | (175,465 | ) | | | (2,639 | ) | | | 0.3 | |
The Middleby Corp. | | | (2 | ) | | | (264 | ) | | | (1 | ) | | | 0.0 | # |
Middlesex Water Co. | | | (2,829 | ) | | | (160,178 | ) | | | (3,876 | ) | | | 0.3 | |
MidSouth Bancorp, Inc. | | | (6,938 | ) | | | (82,215 | ) | | | (139 | ) | | | 0.1 | |
Motorcar Parts of America, Inc. | | | (19,231 | ) | | | (400,582 | ) | | | 3,269 | | | | 0.7 | |
NCR Corp. | | | (1,840 | ) | | | (53,250 | ) | | | (18 | ) | | | 0.1 | |
Neos Therapeutics, Inc. | | | (41,232 | ) | | | (97,308 | ) | | | (2,062 | ) | | | 0.2 | |
The accompanying notes are an integral part of these financial statements.
17
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
Components ofover-the-counter total return basket swap (continued)
| | | | | | | | | | | | | | | | |
Reference Entity | | Shares | | | Notional Value | | | Net Unrealized Appreciation/ (Depreciation) | | | % of Notional Value | |
The New Home Co., Inc. | | | (113,577 | ) | | $ | (536,288 | ) | | $ | 12,698 | | | | 0.9 | |
New Residential Investment Corp. | | | (1,166 | ) | | | (19,624 | ) | | | 23 | | | | 0.0 | # |
New York Mortgage Trust, Inc. | | | (53,011 | ) | | | (334,499 | ) | | | 530 | | | | 0.6 | |
NexPoint Residential Trust, Inc. | | | (2,361 | ) | | | (89,694 | ) | | | 1,181 | | | | 0.2 | |
NN, Inc. | | | (56,872 | ) | | | (527,505 | ) | | | 13,382 | | | | 0.9 | |
Noble Energy, Inc. | | | (224 | ) | | | (6,066 | ) | | | 4 | | | | 0.0 | # |
Northwest Natural Holding Co. | | | (8,939 | ) | | | (598,466 | ) | | | 536 | | | | 1.0 | |
Northwest Pipe Co. | | | (17,915 | ) | | | (428,885 | ) | | | (537 | ) | | | 0.7 | |
Nutanix, Inc., Class A | | | (359 | ) | | | (15,459 | ) | | | (47 | ) | | | 0.0 | # |
Ocwen Financial Corp. | | | (105,553 | ) | | | (181,551 | ) | | | 3,167 | | | | 0.3 | |
Office Properties Income Trust | | | (17,040 | ) | | | (453,508 | ) | | | (8,958 | ) | | | 0.8 | |
Optinose, Inc. | | | (4,702 | ) | | | (46,221 | ) | | | (611 | ) | | | 0.1 | |
ORBCOMM, Inc. | | | (11,366 | ) | | | (86,836 | ) | | | 4,546 | | | | 0.1 | |
Paratek Pharmaceuticals, Inc. | | | (20,785 | ) | | | (115,149 | ) | | | 624 | | | | 0.2 | |
PDF Solutions, Inc. | | | (7,413 | ) | | | (97,439 | ) | | | 1,219 | | | | 0.2 | |
PDL Community Bancorp | | | (13,787 | ) | | | (198,809 | ) | | | (689 | ) | | | 0.3 | |
PRA Group, Inc. | | | (16,876 | ) | | | (484,847 | ) | | | 10,294 | | | | 0.8 | |
ProAssurance Corp. | | | (17,478 | ) | | | (615,058 | ) | | | (40,892 | ) | | | 1.0 | |
Pure Cycle Corp. | | | (4,250 | ) | | | (43,733 | ) | | | 1,020 | | | | 0.1 | |
Quest Diagnostics, Inc. | | | (2,006 | ) | | | (189,422 | ) | | | (3,916 | ) | | | 0.3 | |
Quorum Health Corp. | | | (9,863 | ) | | | (17,162 | ) | | | (3,058 | ) | | | 0.0 | # |
Realty Income Corp. | | | (2,837 | ) | | | (200,235 | ) | | | 1,617 | | | | 0.3 | |
Recro Pharma, Inc. | | | (8,038 | ) | | | (68,645 | ) | | | (1,527 | ) | | | 0.1 | |
Red Lion Hotels Corp. | | | (19,578 | ) | | | (156,820 | ) | | | 1,762 | | | | 0.3 | |
Redwood Trust, Inc. | | | (33,517 | ) | | | (548,338 | ) | | | 0 | | | | 0.9 | |
Reliant Bancorp, Inc. | | | (663 | ) | | | (14,513 | ) | | | (670 | ) | | | 0.0 | # |
Republic First Bancorp, Inc. | | | (6,150 | ) | | | (30,812 | ) | | | (676 | ) | | | 0.1 | |
REV Group, Inc. | | | (552 | ) | | | (6,906 | ) | | | (99 | ) | | | 0.0 | # |
Revance Therapeutics, Inc. | | | (7,147 | ) | | | (95,841 | ) | | | 1,215 | | | | 0.2 | |
Safeguard Scientifics, Inc. | | | (100,224 | ) | | | (1,114,491 | ) | | | (32,072 | ) | | | 1.9 | |
Safehold, Inc. | | | (4,481 | ) | | | (115,162 | ) | | | 2,106 | | | | 0.2 | |
Sage Therapeutics, Inc. | | | (394 | ) | | | (66,464 | ) | | | 181 | | | | 0.1 | |
Sanderson Farms, Inc. | | | (422 | ) | | | (63,068 | ) | | | (920 | ) | | | 0.1 | |
Sarepta Therapeutics, Inc. | | | (150 | ) | | | (18,180 | ) | | | 639 | | | | 0.0 | # |
SEACOR Marine Holdings, Inc. | | | (4,274 | ) | | | (59,067 | ) | | | 1,026 | | | | 0.1 | |
Sempra Energy | | | (7,981 | ) | | | (1,021,967 | ) | | | 798 | | | | 1.7 | |
Seritage Growth Properties | | | (4,444 | ) | | | (198,558 | ) | | | 400 | | | | 0.3 | |
ShotSpotter, Inc. | | | (1,588 | ) | | | (84,370 | ) | | | 683 | | | | 0.1 | |
The accompanying notes are an integral part of these financial statements.
18
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
Components ofover-the-counter total return basket swap (continued)
| | | | | | | | | | | | | | | | |
Reference Entity | | Shares | | | Notional Value | | | Net Unrealized Appreciation/ (Depreciation) | | | % of Notional Value | |
Sientra, Inc. | | | (9,382 | ) | | $ | (80,967 | ) | | $ | 1,970 | | | | 0.1 | |
South Jersey Industries, Inc. | | | (12,684 | ) | | | (407,410 | ) | | | 0 | | | | 0.7 | |
Spirit MTA REIT | | | (19,797 | ) | | | (136,995 | ) | | | 3,563 | | | | 0.2 | |
Stemline Therapeutics, Inc. | | | (2,140 | ) | | | (31,629 | ) | | | (471 | ) | | | 0.1 | |
Stratus Properties, Inc. | | | (7,526 | ) | | | (200,764 | ) | | | (783 | ) | | | 0.3 | |
Sun Hydraulics Corp. | | | (19,404 | ) | | | (997,948 | ) | | | (17,658 | ) | | | 1.7 | |
Sunrun, Inc. | | | (2,858 | ) | | | (48,872 | ) | | | 5,402 | | | | 0.1 | |
Systemax, Inc. | | | (2,232 | ) | | | (50,354 | ) | | | (335 | ) | | | 0.1 | |
Targa Resources Corp. | | | (7,525 | ) | | | (305,665 | ) | | | 3,537 | | | | 0.5 | |
Tesla, Inc. | | | (1,505 | ) | | | (370,591 | ) | | | 11,363 | | | | 0.6 | |
Textainer Group Holdings, Ltd. (Bermuda) | | | (3,386 | ) | | | (33,555 | ) | | | 1,084 | | | | 0.1 | |
TG Therapeutics, Inc. | | | (752 | ) | | | (6,016 | ) | | | 38 | | | | 0.0 | # |
TherapeuticsMD, Inc. | | | (27,577 | ) | | | (113,893 | ) | | | (4,688 | ) | | | 0.2 | |
TiVo Corp. | | | (11,162 | ) | | | (105,109 | ) | | | 521 | | | | 0.2 | |
Trecora Resources | | | (4,144 | ) | | | (37,628 | ) | | | (1,119 | ) | | | 0.1 | |
Trinity Place Holdings, Inc. | | | (26,210 | ) | | | (104,578 | ) | | | 1,835 | | | | 0.2 | |
Twilio, Inc., Class A | | | (48 | ) | | | (6,476 | ) | | | (107 | ) | | | 0.0 | # |
Twin Disc, Inc. | | | (1,446 | ) | | | (26,071 | ) | | | (1,316 | ) | | | 0.0 | # |
United Fire Group, Inc. | | | (5,840 | ) | | | (249,777 | ) | | | (4,906 | ) | | | 0.4 | |
United Parcel Service, Inc., Class B | | | (1,474 | ) | | | (153,222 | ) | | | (3,346 | ) | | | 0.3 | |
United Technologies Corp. | | | (7,349 | ) | | | (1,034,592 | ) | | | (13,449 | ) | | | 1.8 | |
Uniti Group, Inc. | | | (26,088 | ) | | | (299,490 | ) | | | 12,783 | | | | 0.5 | |
US Silica Holdings, Inc. | | | (8,032 | ) | | | (132,448 | ) | | | 5,381 | | | | 0.2 | |
ViaSat, Inc. | | | (9,160 | ) | | | (818,721 | ) | | | (13,190 | ) | | | 1.4 | |
ViewRay, Inc. | | | (12,564 | ) | | | (89,079 | ) | | | 1,633 | | | | 0.2 | |
Vistra Energy Corp. | | | (9,558 | ) | | | (258,257 | ) | | | (2,198 | ) | | | 0.4 | |
Wabtec Corp. | | | (13,920 | ) | | | (1,019,362 | ) | | | (11,693 | ) | | | 1.7 | |
Wayfair, Inc., Class A | | | (957 | ) | | | (147,847 | ) | | | (7,331 | ) | | | 0.3 | |
Welbilt, Inc. | | | (45,426 | ) | | | (754,458 | ) | | | (10,062 | ) | | | 1.3 | |
White Mountains Insurance Group, Ltd. (Bermuda) | | | (617 | ) | | | (582,158 | ) | | | 2,770 | | | | 1.0 | |
WillScot Corp. | | | (82,292 | ) | | | (1,080,955 | ) | | | (27,518 | ) | | | 1.8 | |
WisdomTree Investments, Inc. | | | (34,417 | ) | | | (261,225 | ) | | | 13,423 | | | | 0.4 | |
Wyndham Hotels & Resorts, Inc. | | | (1,584 | ) | | | (86,914 | ) | | | (1,346 | ) | | | 0.1 | |
Zillow Group, Inc., Class A | | | (2,769 | ) | | | (93,980 | ) | | | 2,021 | | | | 0.2 | |
The accompanying notes are an integral part of these financial statements.
19
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
Components ofover-the-counter total return basket swap (continued)
| | | | | | | | | | | | | | | | |
Reference Entity | | Shares | | | Notional Value | | | Net Unrealized Appreciation/ (Depreciation) | | | % of Notional Value | |
Zillow Group, Inc., Class C | | | (10,366 | ) | | $ | (355,035 | ) | | $ | 8,811 | | | | 0.6 | |
| | | | | | | | | | | | | | | | |
Total short equity positions | | | | | | | — | | | | (368,388 | ) | | | 100.0 | |
Financing | | | | | | | — | | | | (12,575 | ) | | | — | |
| | | | | | | | | | | | | | | | |
| | | Total | | | $ | (59,156,977 | ) | | $ | (380,963 | ) | | | 100.0 | |
| | | | | | | | | | | | | | | | |
# | Less than 0.05% or (0.05%). |
The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of April 30, 2019:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks† | | $ | 66,089,334 | | | | — | | | | — | | | $ | 66,089,334 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Joint Repurchase Agreements | | | — | | | $ | 29,546 | | | | — | | | | 29,546 | |
Other Investment Companies | | | 14,524,341 | | | | — | | | | — | | | | 14,524,341 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 80,613,675 | | | $ | 29,546 | | | | — | | | $ | 80,643,221 | |
| | | | | | | | | | | | | | | | |
Financial Derivative Instruments—Assets | | | | | | | | | | | | | | | | |
Equity Futures Contracts | | $ | 2,446,707 | | | | — | | | | — | | | $ | 2,446,707 | |
Equity Swap Contracts | | | — | | | $ | 10,079 | | | | — | | | | 10,079 | |
Financial Derivative Instruments—Liabilities | | | | | | | | | | | | | | | | |
Equity Futures Contracts | | | (117,435 | ) | | | — | | | | — | | | | (117,435 | ) |
Equity Swap Contracts | | | — | | | | (380,963 | ) | | | — | | | | (380,963 | ) |
| | | | | | | | | | | | | | | | |
Total Financial Derivative Instruments | | $ | 2,329,272 | | | $ | (370,884 | ) | | | — | | | $ | 1,958,388 | |
| | | | | | | | | | | | | | | | |
† | 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. |
For the six months ended April 30, 2019, there were no transfers in or out of Level 3.
The accompanying notes are an integral part of these financial statements.
20
| | |
| | AMG FQ Long-Short Equity Fund |
| | Schedule of Portfolio Investments(continued) |
The following schedule shows the value of derivative instruments at April 30, 2019:
| | | | | | | | | | | | |
| | 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 | | Swap at value | | $ | 10,079 | | | Swap at value | | $ | 380,963 | |
| | | | | | | | Cash deposited with broker for futures contracts1 | | | 2,214,548 | |
| | | | | | | | | | | | |
| | Totals | | $ | 10,079 | | | | | $ | 2,595,511 | |
| | | | | | | | | | | | |
| | |
| | Realized Gain/Loss | | | Change in Unrealized Appreciation/Depreciation | |
| | | | | | | | | Change in | |
| | | | | | | | | Unrealized | |
Derivatives not accounted | | Statement of Operations | | Realized | | | Statement of Operations | | Appreciation/ | |
for as hedging instruments | | Location | | Gain/Loss | | | Location | | Depreciation | |
Equity contracts | | Net realized loss on futures contracts | | $ | (1,349,020 | ) | | Net change in unrealized appreciation/ depreciation on futures contracts | | $ | 2,804,906 | |
| | Net realized loss on swaps | | | (8,840,926 | ) | | Net change in unrealized appreciation/depreciation on swaps | | | (413,069 | ) |
| | | | | | | | | | | | |
| | Totals | | $ | (10,189,946 | ) | | | | $ | 2,391,837 | |
| | | | | | | | | | | | |
1 | Amount represents cash with futures broker and unrealized appreciation/depreciation on open futures contracts. See Note 9 for additional information. |
The accompanying notes are an integral part of these financial statements.
21
| | |
| | AMG FQ Global Risk-Balanced Fund Schedule of Portfolio Investments(unaudited) April 30, 2019 |
| | | | | | | | |
| | Shares | | | Value | |
Exchange Traded Funds—52.4% | | | | | | | | |
iShares Global Infrastructure ETF | | | 17,701 | | | $ | 805,219 | |
iShares iBoxx $ High Yield Corporate Bond ETF1 | | | 116,298 | | | | 10,110,948 | |
iShares TIPS Bond ETF1 | | | 83,479 | | | | 9,459,840 | |
Materials Select Sector SPDR Fund2 | | | 13,757 | | | | 790,340 | |
SPDR Citi International Government | | | | | | | | |
Inflation-Protected Bond ETF1 | | | 39,783 | | | | 2,137,541 | |
VanEck Vectors Gold Miners ETF | | | 37,094 | | | | 774,894 | |
VanEck Vectors Natural Resource ETF | | | 22,706 | | | | 819,373 | |
Vanguard Globalex-U.S. Real Estate ETF | | | 4,952 | | | | 289,692 | |
Vanguard REIT ETF1 | | | 28,511 | | | | 2,473,899 | |
Total Exchange Traded Funds (Cost $26,943,868) | | | | | | | 27,661,746 | |
| | |
| | Notes | | | | |
Exchange Traded Notes—9.7% | | | | | | | | |
Deutsche Bank AG, PowerShares DB Gold Double Long, 02/15/38* | | | 40,317 | | | | 916,510 | |
iPath Bloomberg Commodity Index Total Return ETN, 06/12/36*,2 | | | 85,188 | | | | 1,920,989 | |
Swedish Export Credit Corp., ELEMENTS Linked to the Rogers International Commodity Index Total Return, 10/24/22* | | | 398,873 | | | | 2,129,982 | |
VelocityShares 3x Long Crude Oil ETN, 02/09/32* | | | 6,378 | | | | 136,617 | |
Total Exchange Traded Notes (Cost $5,164,223) | | | | | | | 5,104,098 | |
Purchased Options—0.2% | | | | | | | | |
(See Open Purchased Options schedule) (Cost $374,568) | | | | | | | 85,029 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
U.S. Government Obligations—15.0% | | | | | | | | |
U.S. Treasury Bill, 2.350%, 07/18/193,4 | | $ | 4,000,000 | | | $ | 3,979,471 | |
U.S. Treasury Bills, 2.376%, 09/12/193,4 | | | 4,000,000 | | | | 3,964,676 | |
Total U.S. Government Obligations (Cost $7,944,265) | | | | | | | 7,944,147 | |
Short-Term Investments—25.2% | | | | | | | | |
Joint Repurchase Agreements—1.5%5 | | | | | | | | |
RBC Dominion Securities, Inc., dated 04/30/19, due 05/01/19, 2.720% total to be received $819,483 (collateralized by various U.S. Government Agency Obligations, 2.652% - 7.000%, 04/01/34 - 04/20/49, totaling $835,809) | | | 819,421 | | | | 819,421 | |
| | |
| | Shares | | | | |
Other Investment Companies—23.7% | | | | | | | | |
Dreyfus Government Cash Management Fund, Institutional Shares, 2.33%6 | | | 4,124,676 | | | | 4,124,676 | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%6 | | | 4,124,677 | | | | 4,124,677 | |
JPMorgan U.S. Government Money Market Fund, IM Shares, 2.38%6 | | | 4,249,667 | | | | 4,249,667 | |
Total Other Investment Companies | | | | | | | 12,499,020 | |
Total Short-Term Investments (Cost $13,318,441) | | | | | | | 13,318,441 | |
Total Investments—102.5% (Cost $53,745,365) | | | | | | | 54,113,461 | |
Other Assets, less Liabilities—(2.5)%7 | | | | | | | (1,303,230 | ) |
Net Assets—100.0% | | | | | | $ | 52,810,231 | |
* | Non-income producing security. |
1 | Some or all of these securities were held as collateral for written options as of April 30, 2019, amounting to $12,369,906 or 23.4% of net assets. |
2 | Some or all of these securities, amounting to $801,847 or 1.5% of net assets, were out on loan to various borrowers and are collateralized by cash. See Note 4 of Notes to Financial Statements. |
3 | Some or all of this security is held as collateral for futures contracts. The market value of collateral at April 30, 2019, amounted to $2,984,603, or 5.7% of net assets. |
4 | Represents yield to maturity at April 30, 2019. |
5 | Cash collateral received for securities lending activity was invested in these joint repurchase agreements. |
6 | Yield shown represents the April 30, 2019, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage. |
7 | Includes Written Options and Futures Contracts. Please refer to the Open Written Options and Open Futures Contracts tables for the details. |
REIT | Real Estate Investment Trust |
SPDR | Standard & Poor’s Depositary Receipt |
TIPS | Treasury Inflation-Protected Securities |
The accompanying notes are an integral part of these financial statements.
22
| | |
| | AMG FQ Global Risk-Balanced Fund |
| | Schedule of Portfolio Investments(continued) |
Open Purchased Options
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Number of | | | Notional | | | | | | | |
Description | | Strike Price | | | Expiration Date | | | Contracts | | | Amount | | | Cost | | | Value | |
EURO STOXX 50 (Put) | | | 2,950 | | | | 05/17/19 | | | | 67 | | | $ | 1,976,500 | | | $ | 23,051 | | | $ | 376 | |
EURO STOXX 50 (Put) | | | 3,075 | | | | 06/21/19 | | | | 58 | | | | 1,783,500 | | | | 21,149 | | | | 3,643 | |
EURO STOXX 50 (Put) | | | 3,175 | | | | 07/19/19 | | | | 58 | | | | 1,841,500 | | | | 15,355 | | | | 13,206 | |
EURO STOXX 50 (Put) | | | 3,225 | | | | 06/21/19 | | | | 5 | | | | 161,250 | | | | 983 | | | | 734 | |
S&P 500 Index (Put) | | | 2,515 | | | | 05/17/19 | | | | 26 | | | | 6,539,000 | | | | 82,215 | | | | 1,755 | |
S&P 500 Index (Put) | | | 2,580 | | | | 05/17/19 | | | | 9 | | | | 2,322,000 | | | | 26,569 | | | | 810 | |
S&P 500 Index (Put) | | | 2,595 | | | | 07/19/19 | | | | 24 | | | | 6,228,000 | | | | 93,171 | | | | 26,400 | |
S&P 500 Index (Put) | | | 2,615 | | | | 06/21/19 | | | | 33 | | | | 8,629,500 | | | | 87,354 | | | | 20,955 | |
S&P 500 Index (Put) | | | 2,695 | | | | 07/19/19 | | | | 10 | | | | 2,695,000 | | | | 24,721 | | | | 17,150 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | | | | | | $ | 374,568 | | | $ | 85,029 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Open Written Options | | | | | | | | | |
| | | | | | |
| | | | | | | | Number of | | | Notional | | | | | | | |
Description | | Strike Price | | | Expiration Date | | | Contracts | | | Amount | | | Premium | | | Value | |
EURO STOXX 50 (Call) | | | 3,375 | | | | 05/17/19 | | | | 67 | | | $ | 2,261,250 | | | $ | 8,724 | | | $ | (84,841 | ) |
EURO STOXX 50 (Call) | | | 3,525 | | | | 06/21/19 | | | | 58 | | | | 2,044,500 | | | | 8,467 | | | | (18,345 | ) |
EURO STOXX 50 (Call) | | | 3,625 | | | | 06/21/19 | | | | 5 | | | | 181,250 | | | | 280 | | | | (359 | ) |
EURO STOXX 50 (Call) | | | 3,650 | | | | 07/19/19 | | | | 58 | | | | 2,117,000 | | | | 5,911 | | | | (7,416 | ) |
EURO STOXX 50 (Put) | | | 2,850 | | | | 05/17/19 | | | | 67 | | | | 1,909,500 | | | | 14,307 | | | | (150 | ) |
EURO STOXX 50 (Put) | | | 2,950 | | | | 06/21/19 | | | | 58 | | | | 1,711,000 | | | | 11,751 | | | | (2,017 | ) |
EURO STOXX 50 (Put) | | | 3,075 | | | | 07/19/19 | | | | 58 | | | | 1,783,500 | | | | 9,168 | | | | (8,327 | ) |
EURO STOXX 50 (Put) | | | 3,150 | | | | 06/21/19 | | | | 5 | | | | 157,500 | | | | 612 | | | | (471 | ) |
S&P 500 Index (Call) | | | 2,905 | | | | 05/17/19 | | | | 26 | | | | 7,553,000 | | | | 22,565 | | | | (124,150 | ) |
S&P 500 Index (Call) | | | 2,960 | | | | 05/17/19 | | | | 9 | | | | 2,664,000 | | | | 8,171 | | | | (16,362 | ) |
S&P 500 Index (Call) | | | 3,030 | | | | 06/21/19 | | | | 33 | | | | 9,999,000 | | | | 15,605 | | | | (35,970 | ) |
S&P 500 Index (Call) | | | 3,040 | | | | 07/19/19 | | | | 24 | | | | 7,296,000 | | | | 23,949 | | | | (49,680 | ) |
S&P 500 Index (Call) | | | 3,105 | | | | 07/19/19 | | | | 10 | | | | 3,105,000 | | | | 4,629 | | | | (7,450 | ) |
S&P 500 Index (Put) | | | 2,445 | | | | 05/17/19 | | | | 26 | | | | 6,357,000 | | | | 58,705 | | | | (1,170 | ) |
S&P 500 Index (Put) | | | 2,505 | | | | 05/17/19 | | | | 9 | | | | 2,254,500 | | | | 18,431 | | | | (585 | ) |
S&P 500 Index (Put) | | | 2,520 | | | | 07/19/19 | | | | 24 | | | | 6,048,000 | | | | 68,349 | | | | (19,560 | ) |
S&P 500 Index (Put) | | | 2,545 | | | | 06/21/19 | | | | 33 | | | | 8,398,500 | | | | 62,499 | | | | (15,180 | ) |
S&P 500 Index (Put) | | | 2,625 | | | | 07/19/19 | | | | 10 | | | | 2,625,000 | | | | 17,879 | | | | (13,150 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | | | | | | $ | 360,002 | | | $ | (405,183 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Open Futures Contracts | | | | | | | | | |
| | | | | | |
Description | | Currency | | | Number of Contracts | | | Position | | | Expiration Date | | | Current Notional Amount | | | Value and Unrealized Gain/(Loss) | |
ASX SPI 200 Index | | | AUD | | | | 20 | | | | Long | | | | 06/20/19 | | | $ | 2,222,003 | | | $ | 42,940 | |
Australia10-Year Bond | | | AUD | | | | 70 | | | | Long | | | | 06/17/19 | | | | 6,823,633 | | | | 126,535 | |
Canadian10-Year Bond | | | CAD | | | | 65 | | | | Long | | | | 06/19/19 | | | | 6,704,262 | | | | 90,776 | |
EURO BUXL30-Year Bond | | | EUR | | | | 25 | | | | Long | | | | 06/06/19 | | | | 5,292,290 | | | | 185,034 | |
EURO STOXX 50 | | | EUR | | | | 163 | | | | Long | | | | 06/21/19 | | | | 6,310,999 | | | | 420,290 | |
The accompanying notes are an integral part of these financial statements.
23
| | |
| | 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) | |
FTSE 100 Index | | | GBP | | | | 15 | | | | Long | | | | 06/21/19 | | | $ | 1,441,868 | | | $ | 57,879 | |
Hang Seng Index | | | HKD | | | | 6 | | | | Long | | | | 05/30/19 | | | | 1,126,912 | | | | (8,727 | ) |
MSCI Emerging Markets Index | | | USD | | | | 84 | | | | Long | | | | 06/21/19 | | | | 4,536,840 | | | | 190,065 | |
Russell 2000® Mini Index | | | USD | | | | 72 | | | | Long | | | | 06/21/19 | | | | 5,739,120 | | | | 186,807 | |
S&P 500E-Mini FUT Index | | | USD | | | | 13 | | | | Long | | | | 06/21/19 | | | | 1,916,525 | | | | 111,645 | |
S&P/TSX 60 Index | | | CAD | | | | 13 | | | | Long | | | | 06/20/19 | | | | 1,927,924 | | | | 84,120 | |
TOPIX Index | | | JPY | | | | 11 | | | | Long | | | | 06/13/19 | | | | 1,594,775 | | | | 5,861 | |
U.K.10-Year Gilt | | | GBP | | | | 56 | | | | Long | | | | 06/26/19 | | | | 9,297,430 | | | | 404 | |
U.S. Treasury10-Year Note (CBT) | | | USD | | | | 68 | | | | Long | | | | 06/19/19 | | | | 8,409,688 | | | | 81,514 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | | | | | | | | | | $ | 1,575,143 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
CURRENCY ABBREVIATIONS:
EUR | Euro Dollar GBP British Pound |
The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of April 30, 2019:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Exchange Traded Funds† | | $ | 27,661,746 | | | | — | | | | — | | | $ | 27,661,746 | |
Exchange Traded Notes† | | | 5,104,098 | | | | — | | | | — | | | | 5,104,098 | |
Purchased Options | | | | | | | | | | | | | | | | |
Equity Contracts | | | 85,029 | | | | — | | | | — | | | | 85,029 | |
U.S. Government Obligations | | | — | | | $ | 7,944,147 | | | | — | | | | 7,944,147 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Joint Repurchase Agreements | | | — | | | | 819,421 | | | | — | | | | 819,421 | |
Other Investment Companies | | | 12,499,020 | | | | — | | | | — | | | | 12,499,020 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 45,349,893 | | | $ | 8,763,568 | | | | — | | | $ | 54,113,461 | |
| | | | | | | | | | | | | | | | |
Financial Derivative Instruments—Assets | | | | | | | | | | | | | | | | |
Equity Futures Contracts | | $ | 1,099,607 | | | | — | | | | — | | | $ | 1,099,607 | |
Interest Rate Futures Contracts | | | 484,263 | | | | — | | | | — | | | | 484,263 | |
Financial Derivative Instruments—Liabilities | | | | | | | | | | | | | | | | |
Equity Written Options and Futures Contracts | | | (413,910 | ) | | | — | | | | — | | | | (413,910 | ) |
| | | | | | | | | | | | | | | | |
Total Financial Derivative Instruments | | $ | 1,169,960 | | | | — | | | | — | | | $ | 1,169,960 | |
| | | | | | | | | | | | | | | | |
† | 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. |
For the six months ended April 30, 2019, there were no transfers in or out of Level 3.
The accompanying notes are an integral part of these financial statements.
24
| | |
| | AMG FQ Global Risk-Balanced Fund |
| | Schedule of Portfolio Investments(continued) |
The following schedule shows the value of derivative instruments at April 30, 2019:
| | | | | | | | | | | | |
| | 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 | | $ | 85,029 | | | Options written | | $ | 405,183 | |
Equity contracts | | Receivable for variation margin2 | | | 25,579 | | | Payable for variation margin2 | | | 63,486 | |
Interest rate contracts | | Receivable for variation margin2 | | | 17,878 | | | Payable for variation margin2 | | | 36,774 | |
| | | | | | | | | | | | |
| | Totals | | $ | 128,486 | | | | | $ | 505,443 | |
| | | | | | | | | | | | |
For the six months ended April 30, 2019 the effect of derivative instruments on the Statement of Operations for the Fund and the amount of realized gain/loss and unrealized appreciation/depreciation on derivatives recognized in income was as follows:
| | | | | | | | | | | | |
| | Realized Gain/Loss | | | Change in Unrealized Appreciation/Depreciation | |
Derivatives not accounted for as hedging instruments | | Statement of Operations Location | | Realized Gain/Loss | | | Statement of Operations Location | | Change in Unrealized Appreciation/ Depreciation | |
Equity contracts | | Net realized gain on options purchased1 | | $ | 584,505 | | | Net change in unrealized appreciation/ depreciation on options purchased1 | | $ | (534,313 | ) |
Equity contracts | | Net realized loss on futures contracts | | | (1,206,897 | ) | | Net change in unrealized appreciation/ on future contracts | | | 3,278,179 | |
Interest rate contracts | | Net realized gain on futures contracts | | | 993,067 | | | Net change in unrealized appreciation/ on futures contracts | | | 630,328 | |
Equity contracts | | Net realized loss on options written | | | (786,803 | ) | | Net change in unrealized appreciation/ depreciation options written | | | 91,868 | |
| | | | | | | | | | | | |
| | Totals | | $ | (416,128 | ) | | | | $ | 3,466,062 | |
| | | | | | | | | | | | |
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 $1,575,143. |
The accompanying notes are an integral part of these financial statements.
25
| | |
| | Statement of Assets and Liabilities(unaudited) April 30, 2019 |
| | | | | | | | | | | | |
| | AMG FQ Tax-Managed U.S. Equity Fund | | | AMG FQ Long-Short Equity Fund | | | AMG FQ Global Risk-Balanced Fund | |
Assets: | | | | | | | | | | | | |
Investments at value1(including securities on loan valued at $2,343,021, $3,067,094, and $801,847, respectively) | | $ | 70,952,151 | | | $ | 80,643,221 | | | $ | 54,113,461 | |
Cash deposit with brokers for futures contracts (see Note 9) | | | — | | | | 2,214,548 | | | | — | |
Segregated cash | | | — | | | | 1,400,000 | | | | — | |
Dividend, interest and other receivables | | | 24,776 | | | | 32,590 | | | | 26,740 | |
Receivable for Fund shares sold | | | 15,424 | | | | 143,872 | | | | 2,161 | |
Receivable from affiliate | | | 7,871 | | | | 1,620 | | | | 5,423 | |
Swaps at value | | | — | | | | 10,079 | | | | — | |
Receivable for variation margin | | | — | | | | — | | | | 43,457 | |
Prepaid expenses and other assets | | | 15,909 | | | | 24,998 | | | | 24,024 | |
Total assets | | | 71,016,131 | | | | 84,470,928 | | | | 54,215,266 | |
Liabilities: | | | | | | | | | | | | |
Payable upon return of securities loaned | | | 102,228 | | | | 29,546 | | | | 819,421 | |
Payable for Fund shares repurchased | | | 44,984 | | | | 131,260 | | | | 6,698 | |
Written options2 | | | — | | | | — | | | | 405,183 | |
Payable for variation margin | | | — | | | | — | | | | 100,260 | |
Swaps at value | | | — | | | | 380,963 | | | | — | |
Accrued expenses: | | | | | | | | | | | | |
Investment advisory and management fees | | | 39,915 | | | | 23,876 | | | | 26,160 | |
Administrative fees | | | 8,553 | | | | 10,233 | | | | 6,540 | |
Distribution fees | | | 1,647 | | | | 2,850 | | | | 403 | |
Shareholder service fees | | | — | | | | 3,281 | | | | 443 | |
Other | | | 38,703 | | | | 39,508 | | | | 39,927 | |
Total liabilities | | | 236,030 | | | | 621,517 | | | | 1,405,035 | |
Net Assets | | $ | 70,780,101 | | | $ | 83,849,411 | | | $ | 52,810,231 | |
1 Investments at cost | | $ | 41,275,715 | | | $ | 77,155,852 | | | $ | 53,745,365 | |
2 Premiums received | | | — | | | | — | | | $ | 360,002 | |
The accompanying notes are an integral part of these financial statements.
26
| | |
| | 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 | | $ | 41,076,950 | | | $ | 79,526,899 | | | $ | 53,810,607 | |
Distributable earnings (loss) | | | 29,703,151 | | | | 4,322,512 | | | | (1,000,376 | ) |
Net Assets | | $ | 70,780,101 | | | $ | 83,849,411 | | | $ | 52,810,231 | |
Class N: | | | | | | | | | | | | |
Net Assets | | $ | 8,392,659 | | | $ | 14,417,128 | | | $ | 1,896,175 | |
Shares outstanding | | | 255,744 | | | | 913,498 | | | | 121,777 | |
Net asset value, offering and redemption price per share | | $ | 32.82 | | | $ | 15.78 | | | $ | 15.57 | |
Class I: | | | | | | | | | | | | |
Net Assets | | $ | 62,387,442 | | | $ | 69,432,283 | | | $ | 1,656,673 | |
Shares outstanding | | | 1,904,469 | | | | 4,389,401 | | | | 105,971 | |
Net asset value, offering and redemption price per share | | $ | 32.76 | | | $ | 15.82 | | | $ | 15.63 | |
Class Z: | | | | | | | | | | | | |
Net Assets | | | — | | | | — | | | $ | 49,257,383 | |
Shares outstanding | | | — | | | | — | | | | 3,152,923 | |
Net asset value, offering and redemption price per share | | | — | | | | — | | | $ | 15.62 | |
The accompanying notes are an integral part of these financial statements.
27
| | |
| | Statement of Operations(unaudited) For the six months ended April 30, 2019 |
| | | | | | | | | | | | |
| | AMG FQ Tax-Managed U.S. Equity Fund | | | AMG FQ Long-Short Equity Fund | | | AMG FQ Global Risk-Balanced Fund | |
Investment Income: | | | | | | | | | | | | |
Dividend income | | $ | 467,492 | | | $ | 706,673 | | | $ | 555,297 | |
Interest income | | | — | | | | 69,185 | | | | 86,004 | |
Securities lending income | | | 2,654 | | | | 208,699 | | | | 41,169 | |
Foreign withholding tax | | | (571 | ) | | | (370 | ) | | | — | |
Total investment income | | | 469,575 | | | | 984,187 | | | | 682,470 | |
Expenses: | | | | | | | | | | | | |
Investment advisory and management fees | | | 237,901 | | | | 151,277 | | | | 157,354 | |
Administrative fees | | | 50,979 | | | | 64,833 | | | | 39,338 | |
Distribution fees—Class N | | | 10,406 | | | | 31,843 | | | | 2,365 | |
Shareholder servicing fees—Class N | | | — | | | | 12,419 | | | | 1,419 | |
Shareholder servicing fees—Class I | | | — | | | | 12,227 | | | | 1,191 | |
Registration fees | | | 19,099 | | | | 21,725 | | | | 23,537 | |
Professional fees | | | 16,353 | | | | 23,501 | | | | 18,988 | |
Custodian fees | | | 10,190 | | | | 15,897 | | | | 10,126 | |
Reports to shareholders | | | 9,057 | | | | 5,967 | | | | 6,951 | |
Transfer agent fees | | | 6,220 | | | | 9,004 | | | | 5,654 | |
Trustee fees and expenses | | | 3,000 | | | | 3,313 | | | | 2,303 | |
Repayment of prior reimbursements | | | — | | | | 1,361 | | | | — | |
Interest and dividend expense (see Note 14) | | | — | | | | 289,316 | | | | — | |
Miscellaneous | | | 1,458 | | | | 6,071 | | | | 1,628 | |
Total expenses before offsets | | | 364,663 | | | | 648,754 | | | | 270,854 | |
Expense reimbursements | | | (51,783 | ) | | | — | | | | (32,471 | ) |
Expense reductions | | | (2,182 | ) | | | (1,387 | ) | | | — | |
Net expenses | | | 310,698 | | | | 647,367 | | | | 238,383 | |
Net investment income | | | 158,877 | | | | 336,820 | | | | 444,087 | |
Net Realized and Unrealized Gain: | | | | | | | | | | | | |
Net realized gain (loss) on investments | | | (7,150 | ) | | | (1,353,075 | ) | | | 368,743 | |
Net realized gain on short sales | | | — | | | | 9,930,337 | | | | — | |
Net realized loss on futures contracts | | | — | | | | (1,349,020 | ) | | | (213,830 | ) |
Net realized loss on written options | | | — | | | | — | | | | (786,803 | ) |
Net realized loss on swaps | | | — | | | | (8,840,926 | ) | | | — | |
Net realized gain on foreign currency transactions | | | — | | | | — | | | | 598 | |
Net change in unrealized appreciation/depreciation on investments | | | 3,087,320 | | | | 6,228,474 | | | | 955,168 | |
Net change in unrealized appreciation/depreciation on short sales | | | — | | | | (4,443,692 | ) | | | — | |
Net change in unrealized appreciation/depreciation on futures contracts | | | — | | | | 2,804,906 | | | | 3,908,507 | |
Net change in unrealized appreciation/depreciation on written options | | | — | | | | — | | | | 91,868 | |
Net change in unrealized appreciation/depreciation on swaps | | | — | | | | (413,069 | ) | | | — | |
Net change in unrealized appreciation/depreciation on foreign currency translations | | | — | | | | — | | | | 770 | |
Net realized and unrealized gain | | | 3,080,170 | | | | 2,563,935 | | | | 4,325,021 | |
Net increase in net assets resulting from operations | | $ | 3,239,047 | | | $ | 2,900,755 | | | $ | 4,769,108 | |
The accompanying notes are an integral part of these financial statements.
28
| | |
| | Statements of Changes in Net Assets For the six months ended April 30, 2019 (unaudited) and the fiscal year ended October 31, 2018 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | AMG FQ Tax-Managed U.S. Equity Fund | | | AMG FQ Long-Short Equity Fund | | | AMG FQ Global Risk-Balanced Fund | |
| | April 30, 2019 | | | October 31, 2018 | | | April 30, 2019 | | | October 31, 2018 | | | April 30, 2019 | | | October 31, 2018 | |
Increase (Decrease) in Net Assets Resulting From | | | | | | | | | | | | | | | | | | | | | | | | |
Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | $ | 158,877 | | | $ | 227,977 | | | $ | 336,820 | | | $ | (82,287 | ) | | $ | 444,087 | | | $ | 1,233,469 | |
Net realized gain (loss) on investments | | | (7,150 | ) | | | 914,936 | | | | (1,612,684 | ) | | | 4,767,354 | | | | (631,292 | ) | | | (581,029 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 3,087,320 | | | | 3,849,141 | | | | 4,176,619 | | | | (252,193 | ) | | | 4,956,313 | | | | (4,791,983 | ) |
Net increase (decrease) in net assets resulting from operations | | | 3,239,047 | | | | 4,992,054 | | | | 2,900,755 | | | | 4,432,874 | | | | 4,769,108 | | | | (4,139,543 | ) |
Distributions to Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | |
Class N | | | (128,969 | ) | | | (12,973 | ) | | | (1,335,151 | ) | | | (735,101 | ) | | | (37,124 | ) | | | (5,692 | ) |
Class I | | | (1,073,001 | ) | | | (296,023 | ) | | | (1,936,940 | ) | | | (8,503,620 | ) | | | (33,498 | ) | | | (4,577 | ) |
Class Z | | | — | | | | — | | | | — | | | | — | | | | (1,184,019 | ) | | | (397,638 | ) |
Total distributions to shareholders | | | (1,201,970 | ) | | | (308,996 | ) | | | (3,272,091 | ) | | | (9,238,721 | ) | | | (1,254,641 | ) | | | (407,907 | ) |
Capital Share Transactions:1 | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) from capital share transactions | | | (4,318,784 | ) | | | (4,173,164 | ) | | | 4,094,373 | | | | 44,435,042 | | | | (4,115,904 | ) | | | (5,373,466 | ) |
Total increase (decrease) in net assets | | | (2,281,707 | ) | | | 509,894 | | | | 3,723,037 | | | | 39,629,195 | | | | (601,437 | ) | | | (9,920,916 | ) |
Net Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of period | | | 73,061,808 | | | | 72,551,914 | | | | 80,126,374 | | | | 40,497,179 | | | | 53,411,668 | | | | 63,332,584 | |
End of period | | $ | 70,780,101 | | | $ | 73,061,808 | | | $ | 83,849,411 | | | $ | 80,126,374 | | | $ | 52,810,231 | | | $ | 53,411,668 | |
1 | See Note 1(g) of the Notes to Financial Statements. |
The accompanying notes are an integral part of these financial statements.
29
| | |
| | AMG FQTax-Managed U.S. Equity Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class N | | (unaudited) | | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 31.68 | | | $ | 29.69 | | | $ | 24.11 | | | $ | 24.42 | | | $ | 23.58 | | | $ | 20.02 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income2,3 | | | 0.04 | | | | 0.03 | | | | 0.03 | 4 | | | 0.22 | 5 | | | 0.08 | 6 | | | 0.03 | |
Net realized and unrealized gain (loss) on investments | | | 1.56 | | | | 2.00 | | | | 5.79 | | | | (0.43 | ) | | | 0.81 | | | | 3.55 | |
Total income (loss) from investment operations | | | 1.60 | | | | 2.03 | | | | 5.82 | | | | (0.21 | ) | | | 0.89 | | | | 3.58 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.05 | ) | | | — | | | | (0.24 | ) | | | (0.10 | ) | | | (0.05 | ) | | | (0.02 | ) |
Net realized gain on investments | | | (0.41 | ) | | | (0.04 | ) | | | — | | | | — | | | | — | | | | — | |
Total distributions to shareholders | | | (0.46 | ) | | | (0.04 | ) | | | (0.24 | ) | | | (0.10 | ) | | | (0.05 | ) | | | (0.02 | ) |
Net Asset Value, End of Period | | $ | 32.82 | | | $ | 31.68 | | | $ | 29.69 | | | $ | 24.11 | | | $ | 24.42 | | | $ | 23.58 | |
Total Return3 | | | 5.31 | %7,8 | | | 6.84 | %8 | | | 24.27 | %8 | | | (0.86 | )%8 | | | 3.79 | %8 | | | 17.91 | %8 |
Ratio of net expenses to average net assets | | | 1.14 | %9,10 | | | 1.14 | %10 | | | 1.14 | % | | | 1.14 | % | | | 1.20 | % | | | 1.24 | % |
Ratio of gross expenses to average net assets11 | | | 1.29 | %9 | | | 1.26 | % | | | 1.27 | % | | | 1.26 | % | | | 1.27 | % | | | 1.29 | % |
Ratio of net investment income to average net assets3 | | | 0.24 | %9 | | | 0.09 | % | | | 0.13 | % | | | 0.93 | % | | | 0.34 | % | | | 0.13 | % |
Portfolio turnover | | | 22 | %7 | | | 31 | % | | | 75 | % | | | 102 | % | | | 62 | % | | | 45 | % |
Net assets end of period (000’s) omitted | | $ | 8,393 | | | $ | 9,622 | | | $ | 12,131 | | | $ | 22,885 | | | $ | 24,825 | | | $ | 12,541 | |
30
| | |
| | AMG FQTax-Managed U.S. Equity Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class I | | (unaudited) | | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 31.69 | | | $ | 29.72 | | | $ | 24.14 | | | $ | 24.42 | | | $ | 23.56 | | | $ | 19.99 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income2,3 | | | 0.08 | | | | 0.11 | | | | 0.10 | 4 | | | 0.28 | 5 | | | 0.17 | 6 | | | 0.09 | |
Net realized and unrealized gain (loss) on investments | | | 1.54 | | | | 2.00 | | | | 5.79 | | | | (0.43 | ) | | | 0.78 | | | | 3.54 | |
Total income (loss) from investment operations | | | 1.62 | | | | 2.11 | | | | 5.89 | | | | (0.15 | ) | | | 0.95 | | | | 3.63 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.14 | ) | | | (0.10 | ) | | | (0.31 | ) | | | (0.13 | ) | | | (0.09 | ) | | | (0.06 | ) |
Net realized gain on investments | | | (0.41 | ) | | | (0.04 | ) | | | — | | | | — | | | | — | | | | — | |
Total distributions to shareholders | | | (0.55 | ) | | | (0.14 | ) | | | (0.31 | ) | | | (0.13 | ) | | | (0.09 | ) | | | (0.06 | ) |
Net Asset Value, End of Period | | $ | 32.76 | | | $ | 31.69 | | | $ | 29.72 | | | $ | 24.14 | | | $ | 24.42 | | | $ | 23.56 | |
Total Return3 | | | 5.41 | %7,8 | | | 7.13 | %8 | | | 24.57 | %8 | | | (0.59 | )%8 | | | 4.03 | %8 | | | 18.22 | % |
Ratio of net expenses to average net assets | | | 0.89 | %9,10 | | | 0.89 | %10 | | | 0.89 | % | | | 0.89 | % | | | 0.96 | % | | | 0.99 | % |
Ratio of gross expenses to average net assets11 | | | 1.04 | %9 | | | 1.01 | % | | | 1.02 | % | | | 1.01 | % | | | 1.03 | % | | | 1.04 | % |
Ratio of net investment income to average net assets3 | | | 0.49 | %9 | | | 0.34 | % | | | 0.38 | % | | | 1.19 | % | | | 0.68 | % | | | 0.40 | % |
Portfolio turnover | | | 22 | %7 | | | 31 | % | | | 75 | % | | | 102 | % | | | 62 | % | | | 45 | % |
Net assets end of period (000’s) omitted | | $ | 62,387 | | | $ | 63,440 | | | $ | 60,421 | | | $ | 53,494 | | | $ | 56,493 | | | $ | 50,686 | |
1 | Effective October 1, 2016, the Investor Class and Institutional Class were renamed Class N and Class I, respectively. |
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 | Includesnon-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. |
5 | Includesnon-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. |
6 | Includesnon-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. |
8 | The total return is calculated using the published Net Asset Value as of period end. |
10 | Includes reduction from broker recapture amounting to less than 0.01%. |
11 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
31
| | |
| | AMG FQ Long-Short Equity Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class N | | (unaudited) | | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 15.68 | | | $ | 17.97 | | | $ | 15.48 | | | $ | 17.38 | | | $ | 17.20 | | | $ | 15.23 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)2,3 | | | 0.04 | | | | (0.07 | ) | | | 0.10 | 4 | | | 0.14 | | | | 0.16 | 5 | | | 0.14 | |
Net realized and unrealized gain (loss) on investments | | | 0.58 | | | | 1.94 | | | | 3.30 | | | | (0.31 | ) | | | 0.17 | | | | 1.95 | |
Total income (loss) from investment operations | | | 0.62 | | | | 1.87 | | | | 3.40 | | | | (0.17 | ) | | | 0.33 | | | | 2.09 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.01 | ) | | | — | | | | (0.16 | ) | | | (0.15 | ) | | | (0.15 | ) | | | (0.12 | ) |
Net realized gain on investments | | | (0.51 | ) | | | (4.16 | ) | | | (0.75 | ) | | | (1.58 | ) | | | — | | | | — | |
Total distributions to shareholders | | | (0.52 | ) | | | (4.16 | ) | | | (0.91 | ) | | | (1.73 | ) | | | (0.15 | ) | | | (0.12 | ) |
Net Asset Value, End of Period | | $ | 15.78 | | | $ | 15.68 | | | $ | 17.97 | | | $ | 15.48 | | | $ | 17.38 | | | $ | 17.20 | |
Total Return3,6 | | | 4.22 | %7 | | | 12.54 | % | | | 22.62 | % | | | (0.98 | )% | | | 1.90 | % | | | 13.76 | % |
Ratio of net expenses to average net assets | | | 1.38 | %8,9,10 | | | 2.83 | %9,10 | | | 1.09 | %10 | | | 1.05 | % | | | 1.04 | % | | | 1.04 | % |
Ratio of gross expenses to average net assets11 | | | 1.38 | %8 | | | 2.95 | % | | | 1.14 | % | | | 1.08 | % | | | 1.05 | % | | | 1.05 | % |
Ratio of net investment income (loss) to average net assets3 | | | 0.56 | %8 | | | (0.43 | )% | | | 0.60 | % | | | 0.88 | % | | | 0.93 | % | | | 0.88 | % |
Portfolio turnover | | | 139 | %7 | | | 240 | % | | | 159 | % | | | 178 | % | | | 139 | % | | | 87 | % |
Net assets end of period (000’s) omitted | | $ | 14,417 | | | $ | 24,536 | | | $ | 3,495 | | | $ | 24,752 | | | $ | 30,043 | | | $ | 25,931 | |
32
| | |
| | AMG FQ Long-Short Equity Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class I | | (unaudited) | | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 15.71 | | | $ | 17.97 | | | $ | 15.47 | | | $ | 17.37 | | | $ | 17.22 | | | $ | 15.27 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)2,3 | | | 0.07 | | | | (0.02 | ) | | | 0.15 | 4 | | | 0.18 | | | | 0.21 | 5 | | | 0.18 | |
Net realized and unrealized gain (loss) on investments | | | 0.58 | | | | 1.92 | | | | 3.33 | | | | (0.31 | ) | | | 0.16 | | | | 1.96 | |
Total income (loss) from investment operations | | | 0.65 | | | | 1.90 | | | | 3.48 | | | | (0.13 | ) | | | 0.37 | | | | 2.14 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.03 | ) | | | — | | | | (0.23 | ) | | | (0.19 | ) | | | (0.22 | ) | | | (0.19 | ) |
Net realized gain on investments | | | (0.51 | ) | | | (4.16 | ) | | | (0.75 | ) | | | (1.58 | ) | | | — | | | | — | |
Total distributions to shareholders | | | (0.54 | ) | | | (4.16 | ) | | | (0.98 | ) | | | (1.77 | ) | | | (0.22 | ) | | | (0.19 | ) |
Net Asset Value, End of Period | | $ | 15.82 | | | $ | 15.71 | | | $ | 17.97 | | | $ | 15.47 | | | $ | 17.37 | | | $ | 17.22 | |
Total Return3,6 | | | 4.39 | %7 | | | 12.82 | % | | | 23.11 | % | | | (0.73 | )% | | | 2.16 | % | | | 14.05 | % |
Ratio of net expenses to average net assets | | | 1.07 | %8,9,10 | | | 2.51 | %9,10 | | | 0.78 | %10 | | | 0.79 | % | | | 0.79 | % | | | 0.79 | % |
Ratio of gross expenses to average net assets11 | | | 1.07 | %8 | | | 2.63 | % | | | 0.87 | % | | | 0.82 | % | | | 0.79 | % | | | 0.80 | % |
Ratio of net investment income (loss) to average net assets3 | | | 0.87 | %8 | | | (0.11 | )% | | | 0.90 | % | | | 1.14 | % | | | 1.22 | % | | | 1.13 | % |
Portfolio turnover | | | 139 | %7 | | | 240 | % | | | 159 | % | | | 178 | % | | | 139 | % | | | 87 | % |
Net assets end of period (000’s) omitted | | $ | 69,432 | | | $ | 55,590 | | | $ | 37,002 | | | $ | 33,715 | | | $ | 37,313 | | | $ | 41,636 | |
1 | Effective October 1, 2016, the Investor Class and Institutional Class were renamed Class N and Class I, respectively. |
2 | Per share numbers have been calculated using average shares. |
3 | Total returns and net investment income (loss) would have been lower had certain expenses not been offset. |
4 | Includesnon-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. |
5 | Includesnon-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. |
6 | The total return is calculated using the published Net Asset Value as of period end. |
9 | Includes reduction from broker recapture amounting to less than 0.01% for the six months ended April 30, 2019 and 0.01% for the fiscal year ended October 31, 2018. |
10 | 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 six months ended April 30, 2019, and 1.04% and 0.72% and 1.04% and 0.73% for Class N and Class I, respectively, for the fiscal years ended October 31, 2018 and October 31, 2017, respectively. |
11 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
33
| | |
| | AMG FQ Global Risk-Balanced Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class N | | (unaudited) | | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 14.56 | | | $ | 15.77 | | | $ | 13.89 | | | $ | 12.93 | | | $ | 13.84 | | | $ | 13.14 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)2,3 | | | 0.10 | | | | 0.26 | | | | 0.11 | | | | (0.02 | ) | | | 0.05 | | | | 0.17 | |
Net realized and unrealized gain (loss) on investments | | | 1.20 | | | | (1.43 | ) | | | 1.91 | | | | 1.16 | | | | (0.64 | ) | | | 0.53 | |
Total income (loss) from investment operations | | | 1.30 | | | | (1.17 | ) | | | 2.02 | | | | 1.14 | | | | (0.59 | ) | | | 0.70 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.29 | ) | | | (0.04 | ) | | | (0.14 | ) | | | (0.18 | ) | | | (0.32 | ) | | | — | |
Net Asset Value, End of Period | | $ | 15.57 | | | $ | 14.56 | | | $ | 15.77 | | | $ | 13.89 | | | $ | 12.93 | | | $ | 13.84 | |
Total Return3,4 | | | 9.17 | %5 | | | (7.43 | )% | | | 14.69 | % | | | 8.97 | % | | | (4.31 | )% | | | 5.33 | % |
Ratio of net expenses to average net assets | | | 1.29 | %6 | | | 1.29 | % | | | 1.33 | % | | | 1.39 | % | | | 1.38 | % | | | 1.38 | % |
Ratio of gross expenses to average net assets7 | | | 1.41 | %6 | | | 1.37 | % | | | 1.39 | % | | | 1.55 | % | | | 1.51 | % | | | 1.52 | % |
Ratio of net investment income (loss) to average net assets3 | | | 1.31 | %6 | | | 1.67 | % | | | 0.76 | % | | | (0.15 | )% | | | 0.36 | % | | | 1.30 | % |
Portfolio turnover | | | 9 | %5 | | | 27 | % | | | 26 | % | | | 71 | % | | | 55 | % | | | 5 | % |
Net assets end of period (000’s) omitted | | $ | 1,896 | | | $ | 1,870 | | | $ | 2,200 | | | $ | 3,725 | | | $ | 2,083 | | | $ | 2,228 | |
34
| | |
| | AMG FQ Global Risk-Balanced Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class I | | (unaudited) | | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 14.64 | | | $ | 15.83 | | | $ | 13.97 | | | $ | 13.02 | | | $ | 13.98 | | | $ | 13.21 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)2,3 | | | 0.12 | | | | 0.30 | | | | 0.16 | | | | (0.01 | ) | | | 0.11 | | | | 0.23 | |
Net realized and unrealized gain (loss) on investments | | | 1.20 | | | | (1.44 | ) | | | 1.92 | | | | 1.21 | | | | (0.65 | ) | | | 0.54 | |
Total income (loss) from investment operations | | | 1.32 | | | | (1.14 | ) | | | 2.08 | | | | 1.20 | | | | (0.54 | ) | | | 0.77 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.33 | ) | | | (0.05 | ) | | | (0.22 | ) | | | (0.25 | ) | | | (0.42 | ) | | | — | |
Net Asset Value, End of Period | | $ | 15.63 | | | $ | 14.64 | | | $ | 15.83 | | | $ | 13.97 | | | $ | 13.02 | | | $ | 13.98 | |
Total Return3,4 | | | 9.31 | %5 | | | (7.20 | )% | | | 15.14 | % | | | 9.43 | % | | | (3.98 | )% | | | 5.83 | % |
Ratio of net expenses to average net assets | | | 1.04 | %6 | | | 1.04 | % | | | 0.99 | % | | | 0.99 | % | | | 0.98 | % | | | 0.96 | % |
Ratio of gross expenses to average net assets7 | | | 1.16 | %6 | | | 1.12 | % | | | 1.05 | % | | | 1.15 | % | | | 1.11 | % | | | 1.10 | % |
Ratio of net investment income to average net assets3 | | | 1.56 | %6 | | | 1.92 | % | | | 1.09 | % | | | 0.25 | % | | | 0.83 | % | | | 1.72 | % |
Portfolio turnover | | | 9 | %5 | | | 27 | % | | | 26 | % | | | 71 | % | | | 55 | % | | | 5 | % |
Net assets end of period (000’s) omitted | | $ | 1,657 | | | $ | 1,484 | | | $ | 1,420 | | | $ | 7,215 | | | $ | 1,652 | | | $ | 2,537 | |
35
| | |
| | AMG FQ Global Risk-Balanced Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class Z | | (unaudited) | | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 14.64 | | | $ | 15.87 | | | $ | 14.00 | | | $ | 13.05 | | | $ | 14.02 | | | $ | 13.23 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income2,3 | | | 0.13 | | | | 0.32 | | | | 0.18 | | | | 0.05 | | | | 0.12 | | | | 0.24 | |
Net realized and unrealized gain (loss) on investments | | | 1.20 | | | | (1.44 | ) | | | 1.92 | | | | 1.16 | | | | (0.66 | ) | | | 0.55 | |
Total income (loss) from investment operations | | | 1.33 | | | | (1.12 | ) | | | 2.10 | | | | 1.21 | | | | (0.54 | ) | | | 0.79 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.35 | ) | | | (0.11 | ) | | | (0.23 | ) | | | (0.26 | ) | | | (0.43 | ) | | | — | |
Net Asset Value, End of Period | | $ | 15.62 | | | $ | 14.64 | | | $ | 15.87 | | | $ | 14.00 | | | $ | 13.05 | | | $ | 14.02 | |
Total Return3,4 | | | 9.42 | %5 | | | (7.13 | )% | | | 15.23 | % | | | 9.55 | % | | | (3.92 | )% | | | 5.97 | % |
Ratio of net expenses to average net assets | | | 0.89 | %6 | | | 0.89 | % | | | 0.89 | % | | | 0.89 | % | | | 0.88 | % | | | 0.88 | % |
Ratio of gross expenses to average net assets7 | | | 1.01 | %6 | | | 0.97 | % | | | 0.95 | % | | | 1.05 | % | | | 1.01 | % | | | 1.02 | % |
Ratio of net investment income to average net assets3 | | | 1.71 | %6 | | | 2.07 | % | | | 1.19 | % | | | 0.36 | % | | | 0.88 | % | | | 1.76 | % |
Portfolio turnover | | | 9 | %5 | | | 27 | % | | | 26 | % | | | 71 | % | | | 55 | % | | | 5 | % |
Net assets end of period (000’s) omitted | | $ | 49,257 | | | $ | 50,058 | | | $ | 59,712 | | | $ | 58,670 | | | $ | 63,485 | | | $ | 73,437 | |
1 | Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class I and Class Z, respectively. |
2 | Per share numbers have been calculated using average shares. |
3 | Total returns and net investment income (loss) would have been lower had certain expenses not been offset. |
4 | The total return is calculated using the published Net Asset Value as of period end. |
7 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
36
| | |
| | Notes to Financial Statements(unaudited) April 30, 2019 |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AMG Funds I (the “Trust”) is anopen-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 FQTax-Managed U.S. Equity Fund(“Tax-Managed”), AMG FQ Long-Short Equity Fund (“Long-Short Equity”) and AMG FQ Global Risk-Balanced Fund (“Global Risk-Balanced”), each a “Fund” and collectively, the “Funds.”
Each Fund offers different classes of shares.Tax-Managed and Long-Short Equity offer Class N and Class I shares. Global Risk-Balanced offers Class N, 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. 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 theover-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 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 otheropen-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.
Total Return Equity Basket Swaps (“Equity Basket Swap”) may be valued using a price obtained from the counterparty of the Equity Basket Swap as long as the value obtained from the counterparty is reasonable to the total value of the underlying securities constituting the Equity Basket Swap if such underlying securities were priced in accordance with the Funds’ equity security valuation as discussed above.
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 Funds, including a comparison with the prior quarter end and the percentage of the Funds 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 apre-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
37
| | |
| | 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, swaps, 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.
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 theex-dividend date. Dividends from foreign securities are recorded on theex-dividend date, and if after the fact, as soon as the Funds become aware of theex-dividend date. Dividends declared on short positions are recorded onex-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 or funds 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 apro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.
Tax Managed and Long-Short Equity 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 six months ended April 30, 2019, the impact on the expenses and expense ratios were as follows: Tax Managed—$2,182 or less than 0.01%, and Long-Short Equity—$1,387 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. Distributions to shareholders are recorded on theex-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 topaid-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 foreign currency transactions, reclass of swaps gain to ordinary income, net operating losses used to offset short-term capital gains, and capitalized dividends on short sales. Temporary differences are due to wash sales, andmark-to-market of open swap, futures and option contracts.
At April 30, 2019, 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 for federal income tax purposes were as follows:
| | | | | | | | | | | | | | | | |
Fund | | Cost | | | Appreciation | | | Depreciation | | | Net | |
Tax-Managed | | $ | 41,275,715 | | | $ | 29,970,380 | | | $ | (293,944 | ) | | $ | 29,676,436 | |
Long-Short Equity | | | 77,155,852 | | | | 7,527,420 | | | | (2,081,663 | ) | | | 5,445,757 | |
Global Risk-Balanced | | | 53,385,363 | | | | 2,623,401 | | | | (725,343 | ) | | | 1,898,058 | |
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 April 30, 2019, and for all open tax years (generally, the three prior
38
| | |
| | Notes to Financial Statements(continued) |
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.
f. CAPITAL LOSS CARRYOVERS AND DEFERRALS
As of October 31, 2018, the following Funds had capital loss carryovers for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.
| | | | | | | | | | | | |
| | Capital Loss Carryover Amounts | |
Fund | | Short-Term | | | Long-Term | | | Total | |
Global Risk-Balanced | | $ | 532,808 | | | $ | 2,826,756 | | | $ | 3,359,564 | |
As of October 31, 2018, Tax Managed and Long-Short Equity had no accumulated capital loss carryovers. Should the Fund incur net capital losses for the fiscal year ended October 31, 2019, such amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long term.
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 six months ended April 30, 2019 (unaudited) and the fiscal year ended October 31, 2018, the capital stock transactions by class for the Funds were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Tax-Managed | | | | | | | | | Long-Short Equity | | | | |
| | April 30, 2019 | | | October 31, 2018 | | | April 30, 2019 | | | October 31, 2018 | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | |
Class N: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 15,742 | | | $ | 502,306 | | | | 89,309 | | | $ | 3,039,894 | | | | 1,745,998 | | | $ | 27,565,866 | | | | 1,538,753 | | | $ | 24,699,406 | |
Reinvestment of distributions | | | 4,186 | | | | 118,708 | | | | 357 | | | | 10,842 | | | | 88,055 | | | | 1,305,217 | | | | 48,518 | | | | 693,802 | |
Cost of shares repurchased | | | (67,851 | ) | | | (2,017,983 | ) | | | (194,591 | ) | | | (6,147,980 | ) | | | (2,485,733 | ) | | | (37,913,276 | ) | | | (216,542 | ) | | | (3,358,947 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (47,923 | ) | | $ | (1,396,969 | ) | | | (104,925 | ) | | $ | (3,097,244 | ) | | | (651,680 | ) | | $ | (9,042,193 | ) | | | 1,370,729 | | | $ | 22,034,261 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class I: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 41,895 | | | $ | 1,278,631 | | | | 200,346 | | | $ | 6,232,503 | | | | 1,498,907 | | | $ | 23,201,038 | | | | 1,573,628 | | | $ | 24,596,154 | |
Reinvestment of distributions | | | 36,540 | | | | 1,033,349 | | | | 9,365 | | | | 284,333 | | | | 128,310 | | | | 1,909,865 | | | | 581,487 | | | | 8,315,255 | |
Cost of shares repurchased | | | (175,927 | ) | | | (5,233,795 | ) | | | (240,844 | ) | | | (7,592,756 | ) | | | (777,321 | ) | | | (11,974,337 | ) | | | (675,126 | ) | | | (10,510,628 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (97,492 | ) | | $ | (2,921,815 | ) | | | (31,133 | ) | | $ | (1,075,920 | ) | | | 849,896 | | | $ | 13,136,566 | | | | 1,479,989 | | | $ | 22,400,781 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | Global Risk-Balanced | | | | |
| | April 30, 2019 | | | October 31, 2018 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Class N: | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 1,178 | | | $ | 17,197 | | | | 7,244 | | | $ | 114,701 | |
Reinvestment of distributions | | | 2,679 | | | | 37,124 | | | | 357 | | | | 5,692 | |
Cost of shares repurchased | | | (10,536 | ) | | | (159,636 | ) | | | (18,612 | ) | | | (285,005 | ) |
| | | | | | | | | | | | | | | | |
Net decrease | | | (6,679 | ) | | $ | (105,315 | ) | | | (11,011 | ) | | $ | (164,612 | ) |
| | | | | | | | | | | | | | | | |
Class I: | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 23,607 | | | $ | 356,015 | | | | 53,628 | | | $ | 842,928 | |
Reinvestment of distributions | | | 2,408 | | | | 33,498 | | | | 286 | | | | 4,577 | |
Cost of shares repurchased | | | (21,430 | ) | | | (330,646 | ) | | | (42,242 | ) | | | (659,758 | ) |
| | | | | | | | | | | | | | | | |
Net increase | | | 4,585 | | | $ | 58,867 | | | | 11,672 | | | $ | 187,747 | |
| | | | | | | | | | | | | | | | |
39
| | |
| | Notes to Financial Statements(continued) |
| | | | | | | | | | | | | | | | |
| | | | | Global Risk-Balanced | | | | |
| | April 30, 2019 | | | October 31, 2018 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Class Z: | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 20,088 | | | $ | 297,611 | | | | 44,736 | | | $ | 702,172 | |
Reinvestment of distributions | | | 83,555 | | | | 1,160,590 | | | | 24,413 | | | | 389,879 | |
Cost of shares repurchased | | | (369,467 | ) | | | (5,527,657 | ) | | | (413,829 | ) | | | (6,488,652 | ) |
| | | | | | | | | | | | | | | | |
Net decrease | | | (265,824 | ) | | $ | (4,069,456 | ) | | | (344,680 | ) | | $ | (5,396,601 | ) |
| | | | | | | | | | | | | | | | |
h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS
The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party or bilateral 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 April 30, 2019, the market value of Repurchase Agreements outstanding forTax-Managed, Long-Short Equity and Global Risk-Balanced were $102,228, $29,546 and $819,421, 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 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.
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. For the six months ended April 30, 2019, the Funds’ investment management fees were 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 | % |
The Investment Manager has contractually agreed, through at least March 1, 2020, 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, and in connection with securities sold short), shareholder servicing fees, distribution and service(12b-1) fees, brokerage commissions and other transaction costs, dividends payable with respect to securities sold short, acquired fund fees and expenses and extraordinary expenses) ofTax-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.
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
40
| | |
| | Notes to Financial Statements(continued) |
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 April 30, 2019, the Funds’ expiration of recoupment is as follows:
| | | | | | | | | | | | |
Expiration Period | | Tax-Managed | | | Long-Short Equity | | | Global Risk-Balanced | |
Less than 1 year | | $ | 109,706 | | | $ | 16,885 | | | $ | 71,757 | |
Within 2 years | | | 89,135 | | | | 63,888 | | | | 40,936 | |
Within 3 years | | | 98,720 | | | | 31,455 | | | | 61,124 | |
| | | | | | | | | | | | |
Total Amount Subject to Recoupment | | $ | 297,561 | | | $ | 112,228 | | | $ | 173,817 | |
| | | | | | | | | | | | |
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 allnon-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to each Fund. 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.
The Funds are distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.
The Trust has adopted a distribution and service plan (the “Plan”) with respect to the Class N shares, in accordance with the requirements of Rule12b-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, and 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 six months ended April 30, 2019, was as follows:
| | | | | | | | |
Fund | | Maximum Annual Amount Approved | | | Actual Amount Incurred | |
Long-Short Equity | |
Class N | | | 0.10 | % | | | 0.10 | % |
Class I | | | 0.10 | % | | | 0.04 | % |
Global Risk-Balanced | |
Class N | | | 0.15 | % | | | 0.15 | % |
Class I | | | 0.15 | % | | | 0.15 | % |
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 forout-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.
The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended April 30, 2019, Long-Short Equity lent a maximum of $3,541,168 for twelve days earning interest of $2,519 and Global Risk-Balanced lent a maximum of $2,388,276 for five days earning interest of $1,093. The interest income amount is included in the Statement of Operations as interest income. Long-Short Equity borrowed a maximum of $10,188,335 for nine days paying interest of 4,718. The interest expense amount is included on the Statement of Operations as miscellaneous expense. At April 30, 2019, the Funds had no interfund loans outstanding.
3. PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended April 30, 2019, were as follows:
| | | | | | | | |
| | Long Term Securities | |
Fund | | Purchases | | | Sales | |
Tax-Managed | | $ | 14,829,546 | | | $ | 20,398,112 | |
Long-Short Equity | | | 155,767,362 | | | | 101,203,307 | |
Global Risk-Balanced | | | 2,851,748 | | | | 6,235,642 | |
The Funds had no purchases or sales of U.S. Government Obligations during the six months ended April 30, 2019.
41
| | |
| | Notes to Financial Statements(continued) |
4. PORTFOLIO SECURITIES LOANED
The Funds participate in the Program providing for the lending of securities to qualified borrowers. 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 or U.S. Government and Agency Obligations. Collateral 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 separate omnibus accounts managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements for that cash collateral. Securities collateral is held in separate omnibus accounts managed by BNYM that cannot be sold or pledged. 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.
The value of securities loaned on positions held, cash and securities collateral received at April 30, 2019, were as follows:
| | | | | | | | | | | | | | | | |
Fund | | Securities Loaned | | | Cash Collateral Received | | | Securities Collateral Received | | | Total Collateral Received | |
Tax-Managed | | $ | 2,343,021 | | | $ | 102,228 | | | $ | 2,277,415 | | | $ | 2,379,643 | |
Long-Short Equity | | | 3,067,094 | | | | 29,546 | | | | 3,151,779 | | | | 3,181,325 | |
Global Risk-Balanced | | | 801,847 | | | | 819,421 | | | | — | | | | 819,421 | |
The following table summarizes the securities received as collateral for securities lending:
| | | | | | | | | | |
Fund | | Collateral Type | | Coupon Range | | | Maturity Date Range | |
Tax-Managed | | U.S. Treasury Obligations | | | 0.000 | %-8.750% | | | 05/09/19-11/15/48 | |
Long-Short Equity | | U.S. Treasury Obligations | | | 0.000 | %-8.750% | | | 05/09/19-11/15/48 | |
5. 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 the Fund would pay such foreign taxes at the appropriate rate for each jurisdiction.
6. 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.
7. 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.
8. 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. 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 Fund’s Schedule of Portfolio Investments. For the six months ended April 30, 2019, the average quarterly balances of derivative financial instruments outstanding were as follows:
| | | | | | | | |
| | Long-Short Equity | | | Global Risk-Balanced | |
Financial Futures Contracts | | | | | |
Average number of contracts purchased | | | 561 | | | | 703 | |
Average notional value of contracts purchased | | $ | 70,266,095 | | | $ | 62,103,900 | |
Options | | | | | | | | |
Average value of option contracts purchased | | | — | | | $ | 313,421 | |
Average value of option contracts written | | | — | | | | 470,525 | |
Swap Agreements | | | | | | | | |
Long Position: | | | | | | | | |
Average notional value | | $ | 1,275,518 | | | | — | |
Short Position: | | | | | | | | |
Average notional value | | | 42,913,158 | | | | — | |
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| | |
| | Notes to Financial Statements(continued) |
9. 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 contracts and the value of cash or securities on deposit with the futures broker. 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.
Variation margin on future contracts is recorded as unrealized appreciation or depreciation until the futures contract is closed or expired. 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. 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.
As of April 30, 2019, Long-Short Equity had an amount of $2,214,548 with the futures broker. The amount consisted of $114,724 owed to the futures broker, representing a cash overdraft plus variation margin, and unrealized appreciation of $2,329,272 on open futures contracts. Long-Short Equity used $2,134,440 of unrealized appreciation to cover initial margin requirements.
As of April 30, 2019, Global Risk-Balanced had unrealized appreciation of $1,575,143 on open futures contracts, which Global Risk-Balanced received payments from the futures broker of $1,631,433. Additionally, the Fund has $2,984,603 of security collateral held with the futures broker to cover initial margin.
10. 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.
11. SWAPS
Long Short Equity may enter into Equity Basket Swaps to obtain exposure to a portfolio of long and short securities. Under the terms of the agreement, the equity return basket swap is designed to function as a fund of direct investments in long and short equity positions. The Fund will receive all of the economic benefits and risks equivalent to direct investments in these positions such as: capital appreciation or depreciation, corporate actions, and dividends and interest received and paid, all of which are reflected in the swap value. The swap value also includes interest charges and credits (“financing fees”) related to the notional values of the long and short positions and cash balances within the swap. These financing fees are based on defined market rates or a specified benchmark rate, plus or minus a specified spread. Underlying positions constituting the Equity Basket Swap are reset periodically. On reset date, any unrealized gains (losses) on positions and accrued financing costs become available for cash settlement between Long Short Equity and the swap counterparty. Cash settlement in and out of the swap may occur at a reset date,close-out date or at maturity.
A change in the market value of a Equity Basket Swap, unpaid dividend income and/or expense and financing fees are recognized as net change in unrealized appreciation or depreciation on swaps in the Statements of Operations. Payments received or paid, on resets, close-outs or maturities, are recorded in the statement of operations as realized gains or losses of swaps.
Swaps and Equity Basket Swaps, aretwo-party contracts that may be subject to contractual restrictions on transferability and termination and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. If a swap is not liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness. When a counterparty’s obligations are not fully secured by collateral, then the Fund is essentially an unsecured creditor of the counterparty. If the counterparty defaults, the Fund will have contractual remedies, but there is no assurance that a counterparty will be able to meet its obligations pursuant to such contracts or that, in the event of default, the Fund will succeed in enforcing contractual remedies. Counterparty risk still exists even if a counterparty’s obligations are secured by collateral because the Fund’s interest in collateral may not be perfected or additional collateral may not be promptly posted as required. Counterparty risk also may be more pronounced if a counterparty’s obligations exceed the amount of collateral held by the Fund, if any, the Fund is unable to exercise its interest in collateral upon default by the counterparty, or the termination value of the instrument varies significantly from themarked-to-market value of the instrument.
12. 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
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| | |
| | Notes to Financial Statements(continued) |
supply and demand, the current performance of the index, and the credit rating of the ETN issuer. At maturity, the issuer pays the Fund a return linked to the performance of the market index, such as a commodity index, to which the ETN is linked, minus the issuer’s fee. ETNs are subject to the risk of a breakdown in the futures markets that they use. As a means to obtain commodity exposure, the Fund invests in ETNs linked to commodity indices. The Fund may be exposed to a wide variety of commodity sectors, including, without limitation, agriculture, livestock, base/industrial metals, oil, energy and precious metals. Commodity prices, and the value of stocks of companies exposed to commodities, can be extremely volatile and are affected by a wide range of factors.
13. 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 atpre-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.
14. 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 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 thenon-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 April 30, 2019, the Fund did not hold any securities sold short. For the six months ended April 30, 2019, the Fund had interest and dividend expense in the amounts of $88,233 and $201,083, respectively. These amounts are included in the Statement of Operations as interest and dividend expense.
15. 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 thenon-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 13.
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| | Notes to Financial Statements(continued) |
The following table is a summary of the Funds’ open Repurchase Agreements and derivatives that are subject to a master netting agreement as of April 30, 2019:
| | | | | | | | | | | | | | | | | | | | |
| | | | | Gross Amount Not Offset in the Statement of Assets and Liabilities | | | | | | | |
Fund | | Gross Amounts of Assets Presented in the Statement of Assets and Liabilities | | | Offset Amount | | | Net Asset Balance | | | Collateral Received | | | Net Amount | |
Tax-Managed | | | | | | | | | | | | | | | | | | | | |
RBC Dominion Securities, Inc. | | $ | 102,228 | | | | — | | | $ | 102,228 | | | $ | 102,228 | | | | — | |
Long-Short Equity | | | | | | | | | | | | | | | | | | | | |
BNP Paribas SA | | $ | 29,546 | | | | — | | | $ | 29,546 | | | $ | 29,546 | | | | — | |
Global Risk-Balanced | | | | | | | | | | | | | | | | | | | | |
RBC Dominion Securities, Inc. | | $ | 819,421 | | | | — | | | $ | 819,421 | | | $ | 819,421 | | | | — | |
16. 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.
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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
TRUSTEES
Bruce B. Bingham
Christine C. Carsman
Edward J. Kaier
Kurt A. Keilhacker
Steven J. Paggioli
Richard F. Powers III
Eric Rakowski
Victoria L. Sassine
Thomas R. Schneeweis
This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.548.4539. 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 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding each Fund’s proxy voting record for the12-month period ended June 30, call 800.548.4539 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 as an exhibit to their reports on FormN-PORT, which has replaced Form NQ. The Funds’ portfolio holdings on FormN-PORT are available on the SEC’s website at sec.gov. To review a complete list of the Funds’ portfolio holdings, or to view the 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 FQTax-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 Trilogy Emerging Markets Equity
AMG GW&K Trilogy Emerging Wealth Equity
AMG GW&K U.S. Small Cap Growth
GW&K Investment Management, LLC
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 RoadSmall-Mid Cap Value
AMG River Road Small Cap Value
River Road Asset Management, LLC
AMG SouthernSun Small Cap
AMG SouthernSun U.S. Equity
SouthernSun Asset Management, LLC
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 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 ESG
AMG GW&K Enhanced Core Bond ESG
AMG GW&K Municipal Bond
AMG GW&K Municipal Enhanced Yield
GW&K Investment Management, LLC
OPEN-ARCHITECTURE FUNDS
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
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 LMCG Small Cap Growth
LMCG Investments, LLC
AMG Managers Montag & Caldwell 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
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 | | | 043019 | | | | SAR016 | |
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 | | SEMI-ANNUAL REPORT | | | | |
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| | AMG Funds April 30, 2019 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 |
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Funds’ website (https://www.amgfunds.com/resources/order_literature.html), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically at any time by contacting your financial intermediary or, if you invest directly with the Funds, by logging into your account at www.amgfunds.com.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1.800.548.4539 to inform the Funds that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds in the AMG Funds Family of Funds held in your account if you invest through your financial intermediary or all funds in the AMG Funds Family of Funds held with the fund complex if you invest directly with the Funds.
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amgfunds.com | | | 043019 | | | | SAR022 | |
| | |
| | AMG Funds Semi-Annual Report — April 30, 2019(unaudited) |
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Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Funds family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.
| | |
| | About Your Fund’s Expenses(unaudited) |
As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution(12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.
ACTUAL EXPENSES
The first line of the following table provides information about the actual account values and
actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000
= 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s
actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
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Six Months Ended April 30, 2019 | | Expense Ratio for the Period | | | Beginning Account Value 11/01/18 | | | Ending Account Value 04/30/19 | | | Expenses Paid During the Period* | |
AMG Frontier Small Cap Growth Fund | | | | | |
Based on Actual Fund Return | | | | | |
Class N | | | 1.30 | % | | $ | 1,000 | | | $ | 1,113 | | | $ | 6.81 | |
Class I | | | 0.96 | % | | $ | 1,000 | | | $ | 1,116 | | | $ | 5.04 | |
Class Z | | | 0.90 | % | | $ | 1,000 | | | $ | 1,115 | | | $ | 4.72 | |
Based on Hypothetical 5% Annual Return | | | | | |
Class N | | | 1.30 | % | | $ | 1,000 | | | $ | 1,018 | | | $ | 6.51 | |
Class I | | | 0.96 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 4.81 | |
Class Z | | | 0.90 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 4.51 | |
AMG Managers Emerging Opportunities Fund | |
Based on Actual Fund Return | | | | | |
Class N | | | 1.24 | % | | $ | 1,000 | | | $ | 1,066 | | | $ | 6.35 | |
Class I | | | 1.09 | % | | $ | 1,000 | | | $ | 1,067 | | | $ | 5.59 | |
Based on Hypothetical 5% Annual Return | |
Class N | | | 1.24 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 6.21 | |
Class I | | | 1.09 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 5.46 | |
* | Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365. |
2
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| | Fund Performance(unaudited) Periods ended April 30, 2019 |
The table below shows the average annual total returns for the periods indicated for each Fund, as well as each Fund’s relative index for the same time periods ended April 30, 2019.
| | | | | | | | | | | | | | | | | | | | | | | | |
Average Annual Total Returns1 | | Six Months* | | | One Year | | | Five Years | | | Ten Years | | | Since Inception | | | Inception Date | |
AMG Frontier Small Cap Growth Fund2,3, 4 | | | | | | | | | | | | | |
Class N | | | 11.27 | % | | | 15.21 | % | | | 9.65 | % | | | — | | | | 12.30 | % | | | 01/01/10 | |
Class I | | | 11.55 | % | | | 15.69 | % | | | 9.98 | % | | | 14.49 | % | | | 8.25 | % | | | 09/24/97 | |
Class Z | | | 11.51 | % | | | 15.74 | % | | | 10.16 | % | | | — | | | | 12.82 | % | | | 01/01/10 | |
Russell 2000® Growth Index5 | | | 8.27 | % | | | 6.91 | % | | | 10.22 | % | | | 15.24 | % | | | 6.29 | % | | | 09/24/97 | † |
AMG Managers Emerging Opportunities Fund2,6, 7, 8 | | | | | | | | | |
Class N | | | 6.58 | % | | | 9.06 | % | | | 9.93 | % | | | 15.69 | % | | | 12.95 | % | | | 06/30/94 | |
Class I | | | 6.72 | % | | | 9.33 | % | | | 10.20 | % | | | — | | | | 16.72 | % | | | 10/01/11 | |
Russell Microcap® Index9 | | | 0.72 | % | | | (1.73 | %) | | | 6.70 | % | | | 13.49 | % | | | 6.78 | % | | | 06/01/05 | |
Russell 2000® Index10 | | | 6.06 | % | | | 4.61 | % | | | 8.63 | % | | | 14.10 | % | | | 9.37 | % | | | 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 Funds and other information, please call 800.548.4539 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 April 30, 2019. All returns are in U.S. dollars ($). |
2 | From time to time, the Funds’ 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. Growth stocks may underperform value stocks during given periods. |
5 | The Russell 2000® Growth Index measures the performance of the Russell 2000® companies with higherprice-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. |
6 | The Fund is subject to the special risks associated with investments inmicro-cap companies, such as relatively short earnings history, competitive conditions, less publicly available corporate information, and reliance on a limited number of products. |
7 | Investing in initial public offerings (IPOs) is risky and the prices of stocks purchased in IPOs tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time. Stocks purchased in IPOs generally do not have a trading history, and information about the companies may be available for very limited periods. |
8 | 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. |
9 | 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 thesmall-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. |
10 | 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 ofsmall-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.
3
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| | AMG Frontier Small Cap Growth Fund Fund Snapshots(unaudited) April 30, 2019 |
PORTFOLIO BREAKDOWN
| | | | |
Sector | | % of Net Assets | |
Information Technology | | | 30.9 | |
Health Care | | | 22.5 | |
Industrials | | | 14.4 | |
Consumer Discretionary | | | 13.0 | |
Financials | | | 7.0 | |
Real Estate | | | 4.3 | |
Materials | | | 3.6 | |
Energy | | | 2.5 | |
Communication Services | | | 1.0 | |
Short-Term Investments1 | | | 6.7 | |
Other Assets Less Liabilities2 | | | (5.9 | ) |
1 | Includes reinvestment of cash collateral into joint repurchase agreements on security lending transactions. |
2 | Includes repayment of cash collateral on securities lending transactions. |
TOP TEN HOLDINGS
| | | | |
Security Name | | % of Net Assets | |
Myriad Genetics, Inc. | | | 3.4 | |
LPL Financial Holdings, Inc. | | | 2.9 | |
Benefitfocus, Inc. | | | 2.8 | |
RealPage, Inc. | | | 2.6 | |
2U, Inc. | | | 2.6 | |
Allegheny Technologies, Inc. | | | 2.4 | |
JetBlue Airways Corp. | | | 2.4 | |
Meritor, Inc. | | | 2.3 | |
Insulet Corp. | | | 2.0 | |
Texas Capital Bancshares, Inc. | | | 2.0 | |
| | | | |
Top Ten as a Group | | | 25.4 | |
| | | | |
Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.
Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.
4
| | |
| | AMG Frontier Small Cap Growth Fund Schedule of Portfolio Investments(unaudited) April 30, 2019 |
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks—99.2% | | | | | | | | |
Communication Services—1.0% | | | | | | | | |
Cardlytics, Inc.* | | | 12,671 | | | $ | 197,668 | |
Consumer Discretionary—13.0% | | | | | | | | |
At Home Group, Inc.*,1 | | | 11,830 | | | | 277,887 | |
Boot Barn Holdings, Inc.*,1 | | | 1,642 | | | | 47,273 | |
Capri Holdings, Ltd. (United Kingdom)* | | | 2,796 | | | | 123,248 | |
Carvana Co.*,1 | | | 167 | | | | 11,951 | |
Century Communities, Inc.*,1 | | | 10,585 | | | | 269,177 | |
Dana, Inc. | | | 19,048 | | | | 371,436 | |
Eldorado Resorts, Inc.*,1 | | | 7,860 | | | | 388,048 | |
Etsy, Inc.*,1 | | | 2,324 | | | | 156,963 | |
Floor & Decor Holdings, Inc., Class A*,1 | | | 5,566 | | | | 267,279 | |
LKQ Corp.* | | | 7,805 | | | | 234,930 | |
Planet Fitness, Inc., Class A* | | | 2,807 | | | | 212,490 | |
Stoneridge, Inc.* | | | 3,941 | | | | 123,866 | |
Strategic Education, Inc. | | | 443 | | | | 63,504 | |
Tailored Brands, Inc. | | | 15,096 | | | | 123,032 | |
Winnebago Industries, Inc.1 | | | 211 | | | | 7,463 | |
Total Consumer Discretionary | | | | | | | 2,678,547 | |
Energy—2.5% | | | | | | | | |
Ensco Rowan plc, Class A (United Kingdom) | | | 2,479 | | | | 34,632 | |
GasLog, Ltd. (Monaco) | | | 3,052 | | | | 47,703 | |
International Seaways, Inc. (Marshall Islands)* | | | 7,020 | | | | 125,096 | |
PDC Energy, Inc.*,1 | | | 3,811 | | | | 165,740 | |
SM Energy Co.1 | | | 8,788 | | | | 139,993 | |
Total Energy | | | | | | | 513,164 | |
Financials—7.0% | | | | | | | | |
Argo Group International Holdings, | | | | | | | | |
Ltd. (Bermuda) | | | 2,584 | | | | 201,733 | |
Evercore, Inc., Class A | | | 115 | | | | 11,204 | |
James River Group Holdings, Ltd. (Bermuda) | | | 4,720 | | | | 199,278 | |
LPL Financial Holdings, Inc. | | | 8,087 | | | | 599,166 | |
Texas Capital Bancshares, Inc.* | | | 6,212 | | | | 402,103 | |
Webster Financial Corp. | | | 360 | | | | 19,127 | |
Total Financials | | | | | | | 1,432,611 | |
Health Care—22.5% | | | | | | | | |
Aerie Pharmaceuticals, Inc.*,1 | | | 4,813 | | | | 183,616 | |
Alkermes PLC (Ireland)* | | | 1,484 | | | | 44,995 | |
Alnylam Pharmaceuticals, Inc.*,1 | | | 871 | | | | 77,815 | |
Amarin Corp. PLC, ADR (Ireland)*,1 | | | 10,501 | | | | 196,369 | |
Array BioPharma, Inc.*,1 | | | 6,471 | | | | 146,309 | |
Axogen, Inc.*,1 | | | 5,706 | | | | 133,977 | |
| | | | | | | | |
| | Shares | | | Value | |
BioMarin Pharmaceutical, Inc.* | | | 2,394 | | | $ | 204,759 | |
Bluebird Bio, Inc.*,1 | | | 799 | | | | 113,322 | |
DexCom, Inc.*,1 | | | 70 | | | | 8,475 | |
Exact Sciences Corp.*,1 | | | 2,782 | | | | 274,556 | |
Exelixis, Inc.* | | | 18,475 | | | | 363,218 | |
Immunomedics, Inc.*,1 | | | 8,818 | | | | 141,264 | |
Incyte Corp.* | | | 2,997 | | | | 230,170 | |
Insulet Corp.*,1 | | | 4,799 | | | | 413,914 | |
Intercept Pharmaceuticals, Inc.*,1 | | | 117 | | | | 10,083 | |
Karyopharm Therapeutics, Inc.*,1 | | | 11,087 | | | | 51,776 | |
Madrigal Pharmaceuticals, Inc.*,1 | | | 444 | | | | 47,099 | |
Masimo Corp.* | | | 337 | | | | 43,860 | |
Myriad Genetics, Inc.*,1 | | | 21,927 | | | | 690,262 | |
NanoString Technologies, Inc.* | | | 3,228 | | | | 83,831 | |
Nektar Therapeutics*,1 | | | 2,005 | | | | 64,200 | |
Novocure, Ltd. (Jersey)* | | | 5,983 | | | | 263,671 | |
Pacira BioSciences, Inc.* | | | 5,961 | | | | 237,367 | |
PTC Therapeutics, Inc.* | | | 3,966 | | | | 148,408 | |
Sage Therapeutics, Inc.*,1 | | | 196 | | | | 32,973 | |
Seattle Genetics, Inc.* | | | 2,051 | | | | 139,017 | |
TherapeuticsMD, Inc.*,1 | | | 61,326 | | | | 263,702 | |
ViewRay, Inc.*,1 | | | 3,832 | | | | 26,671 | |
Total Health Care | | | | | | | 4,635,679 | |
Industrials—14.4% | | | | | | | | |
American Woodmark Corp.*,1 | | | 1,856 | | | | 166,910 | |
Azul, S.A., ADR (Brazil)* | | | 6,963 | | | | 180,759 | |
Beacon Roofing Supply, Inc.* | | | 1,077 | | | | 40,560 | |
BMC Stock Holdings, Inc.* | | | 4,610 | | | | 94,874 | |
GMS, Inc.* | | | 13,004 | | | | 229,130 | |
JetBlue Airways Corp.* | | | 26,098 | | | | 484,118 | |
KBR, Inc. | | | 10,825 | | | | 240,532 | |
Knight-Swift Transportation Holdings, Inc.1 | | | 8,495 | | | | 283,308 | |
MasTec, Inc.*,1 | | | 5,017 | | | | 254,111 | |
Meritor, Inc.* | | | 19,305 | | | | 468,339 | |
TransUnion | | | 1,902 | | | | 132,474 | |
Tutor Perini Corp.*,1 | | | 10,577 | | | | 211,223 | |
Wesco Aircraft Holdings, Inc.* | | | 21,197 | | | | 178,903 | |
Total Industrials | | | | | | | 2,965,241 | |
Information Technology—30.9% | | | | | | | | |
2U, Inc.*,1 | | | 8,709 | | | | 526,894 | |
Alteryx, Inc., Class A* | | | 924 | | | | 81,903 | |
Anaplan, Inc.* | | | 2,921 | | | | 115,000 | |
Appian Corp.*,1 | | | 2,910 | | | | 105,022 | |
The accompanying notes are an integral part of these financial statements.
5
| | |
| | AMG Frontier Small Cap Growth Fund Schedule of Portfolio Investments(continued) |
| | | | | | | | |
| | Shares | | | Value | |
Information Technology—30.9% (continued) | | | | | | | | |
Benefitfocus, Inc.*,1 | | | 13,999 | | | $ | 570,179 | |
Blackline, Inc.*,1 | | | 458 | | | | 23,395 | |
Coherent, Inc.*,1 | | | 1,172 | | | | 173,468 | |
Coupa Software, Inc.* | | | 1,828 | | | | 188,887 | |
Cypress Semiconductor Corp. | | | 13,209 | | | | 226,931 | |
DocuSign, Inc.*,1 | | | 372 | | | | 21,081 | |
Entegris, Inc. | | | 4,789 | | | | 195,679 | |
Euronet Worldwide, Inc.* | | | 1,054 | | | | 157,984 | |
Guidewire Software, Inc.*,1 | | | 100 | | | | 10,650 | |
Mimecast, Ltd. (Jersey)* | | | 6,033 | | | | 310,760 | |
MKS Instruments, Inc. | | | 813 | | | | 73,991 | |
Model N, Inc.* | | | 10,545 | | | | 195,504 | |
Monolithic Power Systems, Inc. | | | 988 | | | | 153,841 | |
New Relic, Inc.* | | | 1,200 | | | | 126,288 | |
Nutanix, Inc., Class A* | | | 4,270 | | | | 184,421 | |
Okta, Inc.* | | | 454 | | | | 47,230 | |
Pivotal Software, Inc., Class A*,1 | | | 2,908 | | | | 63,104 | |
Pure Storage, Inc., Class A* | | | 9,689 | | | | 221,491 | |
RealPage, Inc.*,1 | | | 8,269 | | | | 539,221 | |
Rogers Corp.* | | | 903 | | | | 151,271 | |
Semtech Corp.* | | | 4,225 | | | | 227,601 | |
ShotSpotter, Inc.* | | | 812 | | | | 42,792 | |
SolarEdge Technologies Inc. (Israel)*,1 | | | 2,042 | | | | 90,461 | |
SYNNEX Corp. | | | 1,167 | | | | 125,896 | |
Tableau Software, Inc., Class A*,1 | | | 167 | | | | 20,342 | |
Teradyne, Inc. | | | 6,020 | | | | 294,980 | |
The Trade Desk, Inc., Class A*,1 | | | 21 | | | | 4,651 | |
Ultra Clean Holdings, Inc.*,1 | | | 30,702 | | | | 367,503 | |
WEX, Inc.* | | | 1,670 | | | | 351,201 | |
Zendesk, Inc.* | | | 2,258 | | | | 198,207 | |
Zuora, Inc., Class A*,1 | | | 7,044 | | | | 155,672 | |
Total Information Technology | | | | | | | 6,343,501 | |
Materials—3.6% | | | | | | | | |
Allegheny Technologies, Inc.*,1 | | | 19,998 | | | | 498,350 | |
Carpenter Technology Corp. | | | 3,120 | | | | 154,971 | |
Livent Corp.* | | | 7,994 | | | | 86,175 | |
Total Materials | | | | | | | 739,496 | |
Real Estate—4.3% | | | | | | | | |
Brixmor Property Group, Inc., REIT | | | 8,538 | | | | 152,659 | |
| | | | | | | | |
| | Shares | | | Value | |
Corporate Office Properties Trust, REIT | | | 8,281 | | | $ | 230,874 | |
Cushman & Wakefield PLC* | | | 3,859 | | | | 75,791 | |
Essential Properties Realty Trust, Inc., REIT | | | 3,053 | | | | 63,136 | |
Healthcare Trust of America, Inc., Class A, REIT | | | 1,363 | | | | 37,592 | |
National Retail Properties, Inc., REIT | | | 185 | | | | 9,735 | |
SITE Centers Corp., REIT | | | 11,492 | | | | 152,154 | |
Spirit Realty Capital, Inc., REIT | | | 2,239 | | | | 90,590 | |
STAG Industrial, Inc., REIT | | | 2,808 | | | | 80,814 | |
Total Real Estate | | | | | | | 893,345 | |
Total Common Stocks (Cost $17,593,270) | | | | | | | 20,399,252 | |
| | |
| | Principal Amount | | | | |
Short-Term Investments—6.7% | | | | | | | | |
Joint Repurchase Agreements—5.0%2 | | | | | | | | |
Bank of Montreal, dated 04/30/19, due 05/01/19, 2.700% total to be received $23,512 (collateralized by various U.S. Treasuries, 0.000% - 3.750%, 05/23/19 - 02/15/46, totaling $23,980) | | $ | 23,510 | | | | 23,510 | |
HSBC Securities USA, Inc., dated 04/30/19, due 05/01/19, 2.750% total to be received $1,000,076 (collateralized by various U.S. Treasuries, 0.000% - 7.125%, 10/03/19 - 02/15/49, totaling $1,020,000) | | | 1,000,000 | | | | 1,000,000 | |
Total Joint Repurchase Agreements | | | | | | | 1,023,510 | |
| | |
| | Shares | | | | |
Other Investment Companies—1.7% | | | | | | | | |
Dreyfus Government Cash Management Fund, Institutional Shares, 2.33%3 | | | 115,461 | | | | 115,461 | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%3 | | | 115,462 | | | | 115,462 | |
JPMorgan U.S. Government Money Market Fund, IM Shares, 2.38%3 | | | 118,960 | | | | 118,960 | |
Total Other Investment Companies | | | | | | | 349,883 | |
Total Short-Term Investments (Cost $1,373,393) | | | | | | | 1,373,393 | |
Total Investments—105.9% (Cost $18,966,663) | | | | | | | 21,772,645 | |
Other Assets, less Liabilities—(5.9)% | | | | | | | (1,207,404 | ) |
Net Assets—100.0% | | | | | | $ | 20,565,241 | |
The accompanying notes are an integral part of these financial statements.
6
| | |
| | AMG Frontier Small Cap Growth Fund Schedule of Portfolio Investments(continued) |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $5,990,483 or 29.1% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements. |
2 | Cash collateral received for securities lending activity was invested in these joint repurchase agreements. |
3 | Yield shown represents the April 30, 2019, 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
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 April 30, 2019:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks† | | $ | 20,399,252 | | | | — | | | | — | | | $ | 20,399,252 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Joint Repurchase Agreements | | | — | | | $ | 1,023,510 | | | | — | | | | 1,023,510 | |
Other Investment Companies | | | 349,883 | | | | — | | | | — | | | | 349,883 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 20,749,135 | | | $ | 1,023,510 | | | | — | | | $ | 21,772,645 | |
| | | | | | | | | | | | | | | | |
† | 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. |
For the six months ended April 30, 2019, there were no transfers in or out of Level 3.
The accompanying notes are an integral part of these financial statements.
7
| | |
| | AMG Managers Emerging Opportunities Fund Fund Snapshots(unaudited) April 30, 2019 |
PORTFOLIO BREAKDOWN
| | | | |
Sector | | % of Net Assets | |
Financials | | | 20.3 | |
Industrials | | | 17.5 | |
Health Care | | | 14.5 | |
Information Technology | | | 12.9 | |
Consumer Discretionary | | | 10.9 | |
Communication Services | | | 4.7 | |
Energy | | | 4.0 | |
Materials | | | 4.0 | |
Consumer Staples | | | 3.8 | |
Real Estate | | | 3.1 | |
Utilities | | | 0.7 | |
Exchange Traded Funds | | | 0.2 | |
Short-Term Investments | | | 6.4 | |
Other Assets Less Liabilities | | | (3.0 | ) |
TOP TEN HOLDINGS
| | | | |
Security Name | | % of Net Assets | |
Columbus McKinnon Corp. | | | 1.8 | |
Compass Diversified Holdings, MLP | | | 1.7 | |
Patrick Industries, Inc. | | | 1.5 | |
Gray Television, Inc. | | | 1.3 | |
Novanta, Inc. (Canada) | | | 1.3 | |
Ducommun, Inc. | | | 1.2 | |
Grand Canyon Education, Inc. | | | 1.2 | |
OMNOVA Solutions, Inc. | | | 1.2 | |
Universal Stainless & Alloy Products, Inc. | | | 1.1 | |
Vishay Precision Group, Inc. | | | 1.0 | |
| | | | |
Top Ten as a Group | | | 13.3 | |
| | | | |
Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.
Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.
8
| | |
| | AMG Managers Emerging Opportunities Fund Schedule of Portfolio Investments(unaudited) April 30, 2019 |
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks—96.4% | | | | | | | | |
Communication Services—4.7% | | | | | | | | |
Bandwidth, Inc., Class A* | | | 17,500 | | | $ | 1,319,850 | |
Boingo Wireless, Inc.* | | | 44,853 | | | | 1,019,957 | |
Glu Mobile, Inc.* | | | 106,320 | | | | 1,163,141 | |
Gray Television, Inc.* | | | 101,740 | | | | 2,383,768 | |
QuinStreet, Inc.*,1 | | | 84,547 | | | | 1,206,486 | |
Reading International, Inc., Class A* | | | 21,449 | | | | 327,312 | |
Salem Media Group, Inc. | | | 42,361 | | | | 87,687 | |
TechTarget, Inc.* | | | 52,857 | | | | 882,183 | |
Total Communication Services | | | | | | | 8,390,384 | |
Consumer Discretionary—10.9% | | | | | | | | |
Barnes & Noble Education, Inc.*,1 | | | 30,527 | | | | 131,266 | |
Build-A-Bear Workshop, Inc.* | | | 69,122 | | | | 387,083 | |
Century Casinos, Inc.* | | | 42,175 | | | | 383,793 | |
The Container Store Group, Inc.*,1 | | | 25,134 | | | | 217,158 | |
Culp, Inc. | | | 19,620 | | | | 402,602 | |
Delta Apparel, Inc.* | | | 50,438 | | | | 1,214,043 | |
Destination XL Group, Inc.* | | | 166,806 | | | | 351,961 | |
Grand Canyon Education, Inc.* | | | 18,390 | | | | 2,131,217 | |
Hamilton Beach Brands Holding Co., Class A | | | 28,275 | | | | 511,778 | |
Haverty Furniture Cos., Inc. | | | 24,525 | | | | 584,185 | |
J Alexander’s Holdings, Inc.* | | | 35,106 | | | | 385,815 | |
Johnson Outdoors, Inc., Class A | | | 4,881 | | | | 374,226 | |
Lakeland Industries, Inc.* | | | 22,410 | | | | 284,383 | |
Malibu Boats, Inc., Class A* | | | 42,433 | | | | 1,766,061 | |
Marine Products Corp. | | | 21,989 | | | | 333,573 | |
MasterCraft Boat Holdings, Inc.* | | | 8,970 | | | | 221,918 | |
Monarch Casino & Resort, Inc.* | | | 12,630 | | | | 539,175 | |
Nautilus, Inc.* | | | 18,753 | | | | 100,329 | |
Points International, Ltd. (Canada)* | | | 45,102 | | | | 586,777 | |
Potbelly Corp.*,1 | | | 60,343 | | | | 537,053 | |
Rocky Brands, Inc. | | | 5,997 | | | | 152,983 | |
Ruth’s Hospitality Group, Inc. | | | 34,303 | | | | 891,192 | |
Shiloh Industries, Inc.*,1 | | | 54,386 | | | | 311,088 | |
Shoe Carnival, Inc.1 | | | 16,054 | | | | 572,486 | |
Sportsman’s Warehouse Holdings, Inc.*,1 | | | 32,938 | | | | 146,903 | |
Stoneridge, Inc.* | | | 30,380 | | | | 954,843 | |
Superior Group of Cos., Inc. | | | 13,480 | | | | 225,655 | |
Tandy Leather Factory, Inc.* | | | 22,590 | | | | 133,733 | |
Tile Shop Holdings, Inc.1 | | | 28,220 | | | | 137,149 | |
Tilly’s, Inc., Class A | | | 59,563 | | | | 700,461 | |
Tower International, Inc. | | | 31,628 | | | | 738,198 | |
| | | | | | | | |
| | Shares | | | Value | |
TravelCenters of America LLC*,1 | | | 39,278 | | | $ | 157,505 | |
Universal Electronics, Inc.*,1 | | | 25,220 | | | | 959,621 | |
Waitr Holdings, Inc.* | | | 89,182 | | | | 870,416 | |
ZAGG, Inc.* | | | 131,918 | | | | 1,087,004 | |
Total Consumer Discretionary | | | | | | | 19,483,633 | |
Consumer Staples—3.8% | | | | | | | | |
Calavo Growers, Inc.1 | | | 10,180 | | | | 975,346 | |
Craft Brew Alliance, Inc.*,1 | | | 50,128 | | | | 707,306 | |
John B Sanfilippo & Son, Inc.1 | | | 13,990 | | | | 1,008,819 | |
Landec Corp.*,1 | | | 21,030 | | | | 221,025 | |
Limoneira Co. | | | 61,258 | | | | 1,399,133 | |
Natural Grocers by Vitamin Cottage, Inc.* | | | 11,317 | | | | 140,104 | |
Primo Water Corp.*,1 | | | 90,938 | | | | 1,432,274 | |
RiceBran Technologies* | | | 142,526 | | | | 429,003 | |
Turning Point Brands, Inc.1 | | | 14,243 | | | | 609,173 | |
Total Consumer Staples | | | | | | | 6,922,183 | |
Energy—4.0% | | | | | | | | |
Aspen Aerogels, Inc.* | | | 145,794 | | | | 596,297 | |
Callon Petroleum Co.*,1 | | | 134,220 | | | | 1,007,992 | |
Contango Oil & Gas Co.*,1 | | | 93,637 | | | | 282,784 | |
Dawson Geophysical Co.* | | | 140,468 | | | | 393,310 | |
DMC Global, Inc. | | | 21,007 | | | | 1,455,785 | |
Era Group, Inc.*,1 | | | 65,090 | | | | 627,468 | |
Evolution Petroleum Corp. | | | 46,302 | | | | 325,503 | |
Matrix Service Co.* | | | 16,775 | | | | 328,958 | |
North American Construction Group, | | | | | | | | |
Ltd. (Canada) | | | 59,291 | | | | 774,933 | |
Profire Energy, Inc.* | | | 188,488 | | | | 297,811 | |
Ring Energy, Inc.*,1 | | | 111,346 | | | | 576,772 | |
TransGlobe Energy Corp. (Canada) | | | 238,410 | | | | 464,900 | |
Total Energy | | | | | | | 7,132,513 | |
Financials—20.3% | | | | | | | | |
American National Bankshares, Inc. | | | 9,862 | | | | 372,981 | |
AMERISAFE, Inc. | | | 24,310 | | | | 1,439,638 | |
Arrow Financial Corp. | | | 15,732 | | | | 529,382 | |
The Bancorp, Inc.* | | | 20,770 | | | | 212,062 | |
BankFinancial Corp. | | | 21,727 | | | | 326,122 | |
Capital City Bank Group, Inc. | | | 7,816 | | | | 179,299 | |
Civista Bancshares, Inc. | | | 15,943 | | | | 350,746 | |
CNB Financial Corp. | | | 6,772 | | | | 192,867 | |
Compass Diversified Holdings, MLP1 | | | 184,703 | | | | 3,054,988 | |
Cowen, Inc.*,1 | | | 45,147 | | | | 756,212 | |
eHealth, Inc.*,1 | | | 24,561 | | | | 1,491,835 | |
The accompanying notes are an integral part of these financial statements.
9
| | |
| | AMG Managers Emerging Opportunities Fund Schedule of Portfolio Investments(continued) |
| | | | | | | | |
| | Shares | | | Value | |
Financials—20.3%(continued) | | | | | | | | |
Ellington Financial, Inc. | | | 31,774 | | | $ | 573,203 | |
Entegra Financial Corp.* | | | 14,301 | | | | 421,879 | |
Farmers National Banc Corp. | | | 12,109 | | | | 174,249 | |
FedNat Holding Co. | | | 38,339 | | | | 623,776 | |
Financial Institutions, Inc. | | | 25,294 | | | | 695,585 | |
First Bancorp | | | 29,180 | | | | 1,106,214 | |
First Business Financial Services, Inc. | | | 7,605 | | | | 175,143 | |
First Community Bancshares, Inc. | | | 19,806 | | | | 688,457 | |
First Defiance Financial Corp. | | | 30,087 | | | | 887,867 | |
First Financial Corp. | | | 16,234 | | | | 668,354 | |
Flushing Financial Corp. | | | 29,363 | | | | 663,604 | |
FS Bancorp, Inc. | | | 6,605 | | | | 341,412 | |
German American Bancorp, Inc.1 | | | 33,035 | | | | 986,095 | |
Goosehead Insurance, Inc., Class A1 | | | 55,391 | | | | 1,687,764 | |
Hallmark Financial Services, Inc.* | | | 15,169 | | | | 174,140 | |
HCI Group, Inc. | | | 12,342 | | | | 526,016 | |
Heritage Financial Corp. | | | 27,937 | | | | 845,653 | |
Heritage Insurance Holdings, Inc. | | | 38,889 | | | | 530,446 | |
HomeTrust Bancshares, Inc. | | | 27,151 | | | | 688,549 | |
Independent Bank Corp. | | | 23,576 | | | | 507,591 | |
Kingstone Cos., Inc. | | | 67,156 | | | | 779,681 | |
Kinsale Capital Group, Inc. | | | 25,616 | | | | 1,859,722 | |
Macatawa Bank Corp. | | | 16,355 | | | | 168,784 | |
Marlin Business Services Corp. | | | 15,852 | | | | 345,415 | |
Mercantile Bank Corp. | | | 50,330 | | | | 1,701,154 | |
MidWestOne Financial Group, Inc. | | | 12,341 | | | | 347,769 | |
Northeast Bancorp | | | 32,948 | | | | 722,220 | |
Northrim BanCorp, Inc. | | | 37,518 | | | | 1,331,514 | |
OFS Capital Corp. | | | 31,195 | | | | 389,002 | |
Old Second Bancorp, Inc. | | | 49,426 | | | | 654,894 | |
Oppenheimer Holdings, Inc., Class A | | | 26,568 | | | | 697,410 | |
Pacific Premier Bancorp, Inc. | | | 41,677 | | | | 1,211,550 | |
Palomar Holdings, Inc.* | | | 46,795 | | | | 934,964 | |
Preferred Bank | | | 25,150 | | | | 1,237,128 | |
Regional Management Corp.* | | | 31,011 | | | | 768,142 | |
Southern Missouri Bancorp, Inc. | | | 10,953 | | | | 367,473 | |
Territorial Bancorp, Inc. | | | 6,163 | | | | 178,419 | |
United Community Financial Corp. | | | 54,751 | | | | 504,257 | |
Unity Bancorp, Inc. | | | 9,043 | | | | 195,329 | |
Total Financials | | | | | | | 36,266,956 | |
Health Care—14.5% | | | | | | | | |
Accelerate Diagnostics, Inc.*,1 | | | 15,617 | | | | 304,532 | |
| | | | | | | | |
| | Shares | | | Value | |
Accuray, Inc.* | | | 121,890 | | | $ | 504,625 | |
Addus HomeCare Corp.*,1 | | | 8,123 | | | | 551,552 | |
Alphatec Holdings, Inc.* | | | 83,289 | | | | 353,978 | |
BioSpecifics Technologies Corp.* | | | 13,779 | | | | 923,193 | |
CareDx, Inc.*,1 | | | 47,735 | | | | 1,298,869 | |
CRH Medical Corp. (Canada)* | | | 51,839 | | | | 158,627 | |
CryoLife, Inc.* | | | 15,284 | | | | 468,607 | |
CryoPort, Inc.*,1 | | | 15,719 | | | | 221,166 | |
Fluidigm Corp.* | | | 60,695 | | | | 833,949 | |
Harvard Bioscience, Inc.*,1 | | | 64,593 | | | | 249,975 | |
Inspire Medical Systems, Inc.*,1 | | | 21,546 | | | | 1,113,713 | |
The Joint Corp* | | | 98,386 | | | | 1,737,497 | |
LeMaitre Vascular, Inc.1 | | | 26,375 | | | | 761,710 | |
Nuvectra Corp.* | | | 27,077 | | | | 255,607 | |
OrthoPediatrics Corp.*,1 | | | 41,474 | | | | 1,689,651 | |
Pro-Dex, Inc.* | | | 10,347 | | | | 177,762 | |
Quanterix Corp.* | | | 18,199 | | | | 413,481 | |
Recro Pharma, Inc.* | | | 83,240 | | | | 726,685 | |
RTI Surgical, Inc.* | | | 135,381 | | | | 732,411 | |
SeaSpine Holdings Corp.* | | | 36,826 | | | | 542,447 | |
Semler Scientific, Inc.* | | | 8,339 | | | | 373,170 | |
SI-BONE, Inc.* | | | 86,249 | | | | 1,466,233 | |
Silk Road Medical, Inc.* | | | 358 | | | | 14,907 | |
Simulations Plus, Inc. | | | 20,765 | | | | 467,835 | |
Surmodics, Inc.* | | | 13,240 | | | | 575,146 | |
Tactile Systems Technology, Inc.*,1 | | | 28,446 | | | | 1,415,473 | |
US Physical Therapy, Inc.1 | | | 2,600 | | | | 302,874 | |
Utah Medical Products, Inc. | | | 7,918 | | | | 668,279 | |
Vapotherm, Inc.* | | | 44,658 | | | | 756,060 | |
Veracyte, Inc.* | | | 77,093 | | | | 1,763,117 | |
Vericel Corp.*,1 | | | 107,567 | | | | 1,827,563 | |
ViewRay, Inc.*,1 | | | 109,552 | | | | 762,482 | |
Vocera Communications, Inc.*,1 | | | 27,301 | | | | 869,537 | |
Zymeworks, Inc. (Canada)*,1 | | | 33,981 | | | | 647,678 | |
Total Health Care | | | | | | | 25,930,391 | |
Industrials—17.5% | | | | | | | | |
ACCO Brands Corp. | | | 181,393 | | | | 1,657,932 | |
Air Transport Services Group, Inc.* | | | 11,710 | | | | 275,536 | |
Allied Motion Technologies, Inc. | | | 24,824 | | | | 908,807 | |
Armstrong Flooring, Inc.* | | | 35,382 | | | | 512,685 | |
Barrett Business Services, Inc. | | | 10,440 | | | | 760,658 | |
Blue Bird Corp.* | | | 10,220 | | | | 176,908 | |
Broadwind Energy, Inc.* | | | 55,310 | | | | 110,067 | |
The accompanying notes are an integral part of these financial statements.
10
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| | AMG Managers Emerging Opportunities Fund Schedule of Portfolio Investments(continued) |
| | | | | | | | |
| | Shares | | | Value | |
Industrials—17.5%(continued) | | | | | | | | |
Casella Waste Systems, Inc., Class A* | | | 24,357 | | | $ | 909,003 | |
CBIZ, Inc.* | | | 29,980 | | | | 578,914 | |
Columbus McKinnon Corp. | | | 80,400 | | | | 3,164,544 | |
Commercial Vehicle Group, Inc.* | | | 50,604 | | | | 451,388 | |
Covenant Transportation Group, Inc., Class A* | | | 15,633 | | | | 305,313 | |
CPI Aerostructures, Inc.* | | | 22,278 | | | | 141,020 | |
CRA International, Inc. | | | 15,534 | | | | 809,011 | |
Ducommun, Inc.* | | | 53,637 | | | | 2,176,589 | |
Ennis, Inc. | | | 42,861 | | | | 864,935 | |
Global Brass & Copper Holdings, Inc. | | | 22,482 | | | | 975,494 | |
Graham Corp. | | | 37,501 | | | | 776,271 | |
The Greenbrier Cos., Inc.1 | | | 33,287 | | | | 1,182,687 | |
Heidrick & Struggles International, Inc. | | | 17,981 | | | | 643,360 | |
Heritage-Crystal Clean, Inc.* | | | 20,647 | | | | 593,188 | |
Insteel Industries, Inc.1 | | | 20,780 | | | | 435,133 | |
Kornit Digital, Ltd. (Israel)* | | | 19,452 | | | | 560,801 | |
Lydall, Inc.* | | | 4,842 | | | | 119,162 | |
Manitex International, Inc.* | | | 134,107 | | | | 1,024,577 | |
Marten Transport, Ltd. | | | 19,663 | | | | 388,934 | |
Mistras Group, Inc.* | | | 22,163 | | | | 303,855 | |
NN, Inc.1 | | | 48,040 | | | | 434,282 | |
NV5 Global, Inc.*,1 | | | 21,020 | | | | 1,331,407 | |
Patrick Industries, Inc.*,1 | | | 55,057 | | | | 2,745,693 | |
PGT Innovations, Inc.* | | | 35,390 | | | | 518,817 | |
Radiant Logistics, Inc.* | | | 121,421 | | | | 794,093 | |
Spartan Motors, Inc. | | | 60,941 | | | | 566,751 | |
Sterling Construction Co., Inc.* | | | 24,537 | | | | 332,722 | |
Titan Machinery, Inc.* | | | 32,228 | | | | 554,322 | |
Transcat, Inc.* | | | 15,967 | | | | 368,039 | |
Universal Logistics Holdings, Inc. | | | 23,968 | | | | 585,299 | |
Vectrus, Inc.* | | | 22,077 | | | | 895,222 | |
Willdan Group, Inc.*,1 | | | 34,263 | | | | 1,354,416 | |
Total Industrials | | | | | | | 31,287,835 | |
Information Technology—12.9% | | | | | | | | |
Airgain, Inc.* | | | 29,416 | | | | 469,774 | |
American Software, Inc., Class A | | | 30,407 | | | | 393,771 | |
AXT, Inc.*,1 | | | 71,510 | | | | 407,607 | |
Bel Fuse, Inc., Class B | | | 20,289 | | | | 480,849 | |
Comtech Telecommunications Corp. | | | 15,648 | | | | 368,198 | |
CyberOptics Corp.* | | | 8,565 | | | | 151,943 | |
DSP Group, Inc.* | | | 27,210 | | | | 388,831 | |
Everi Holdings, Inc.*,1 | | | 49,397 | | | | 508,295 | |
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| | Shares | | | Value | |
The Hackett Group, Inc. | | | 43,595 | | | $ | 669,183 | |
Information Services Group, Inc.* | | | 83,171 | | | | 296,089 | |
International Money Express, Inc.*,1 | | | 149,264 | | | | 1,801,617 | |
inTEST Corp.* | | | 72,978 | | | | 483,114 | |
Mitek Systems, Inc.* | | | 95,150 | | | | 1,132,285 | |
Model N, Inc.* | | | 58,819 | | | | 1,090,504 | |
Napco Security Technologies, Inc.*,1 | | | 24,610 | | | | 609,836 | |
Novanta, Inc.* | | | 27,020 | | | | 2,351,280 | |
NVE Corp. | | | 7,003 | | | | 670,957 | |
PC Connection, Inc. | | | 29,271 | | | | 1,087,710 | |
PCM, Inc.* | | | 7,030 | | | | 193,958 | |
PC-Tel, Inc. | | | 28,765 | | | | 136,059 | |
PRGX Global, Inc.* | | | 41,690 | | | | 334,354 | |
PROS Holdings, Inc.*,1 | | | 32,484 | | | | 1,664,480 | |
Sapiens International Corp. NV (Israel) | | | 72,601 | | | | 1,115,877 | |
ShotSpotter, Inc.* | | | 10,074 | | | | 530,900 | |
TESSCO Technologies, Inc. | | | 39,789 | | | | 737,688 | |
TransAct Technologies, Inc. | | | 15,853 | | | | 149,335 | |
Tufin Software Technologies, Ltd. (Israel)* | | | 37,485 | | | | 840,414 | |
Tyler Technologies, Inc.* | | | 4,200 | | | | 974,022 | |
Unisys Corp.*,1 | | | 25,740 | | | | 288,545 | |
Vishay Precision Group, Inc.* | | | 49,430 | | | | 1,871,914 | |
Zix Corp.* | | | 101,064 | | | | 823,672 | |
Total Information Technology | | | | | | | 23,023,061 | |
Materials—4.0% | | | | | | | | |
FutureFuel Corp. | | | 30,920 | | | | 454,215 | |
Koppers Holdings, Inc.* | | | 31,215 | | | | 834,689 | |
Myers Industries, Inc. | | | 40,289 | | | | 720,770 | |
OMNOVA Solutions, Inc.* | | | 278,178 | | | | 2,058,517 | |
UFP Technologies, Inc.* | | | 30,995 | | | | 1,128,218 | |
Universal Stainless & Alloy Products, Inc.*,1 | | | 134,539 | | | | 1,936,017 | |
Total Materials | | | | | | | 7,132,426 | |
Real Estate—3.1% | | | | | | | | |
Braemar Hotels & Resorts, Inc., REIT | | | 65,569 | | | | 911,409 | |
Community Healthcare Trust, Inc., REIT1 | | | 32,060 | | | | 1,169,549 | |
Consolidated-Tomoka Land Co. | | | 11,348 | | | | 703,576 | |
Global Medical REIT, Inc. | | | 51,541 | | | | 525,718 | |
NexPoint Residential Trust, Inc., REIT | | | 20,615 | | | | 772,856 | |
Plymouth Industrial REIT, Inc. | | | 20,953 | | | | 393,288 | |
Sotherly Hotels, Inc., REIT | | | 25,865 | | | | 182,607 | |
UMH Properties, Inc., REIT | | | 68,390 | | | | 960,880 | |
Total Real Estate | | | | | | | 5,619,883 | |
The accompanying notes are an integral part of these financial statements.
11
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| | AMG Managers Emerging Opportunities Fund Schedule of Portfolio Investments(continued) |
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| | Shares | | | Value | |
Utilities—0.7% | | | | | | | | |
Middlesex Water Co. | | | 3,681 | | | $ | 213,461 | |
Unitil Corp. | | | 17,620 | | | | 1,002,754 | |
Total Utilities | | | | | | | 1,216,215 | |
Total Common Stocks (Cost $135,682,109) | | | | | | | 172,405,480 | |
Exchange Traded Funds—0.2% | | | | | | | | |
SPDR S&P Regional Banking ETF1 (Cost $344,176) | | | 6,550 | | | | 365,490 | |
| | |
| | Principal Amount | | | | |
Short-Term Investments—6.4% | | | | | | | | |
Joint Repurchase Agreements—2.8%2 | | | | | |
BNP Paribas SA, dated 04/30/19, due 05/01/19, 2.700% total to be received $247,429 (collateralized by various U.S. Treasuries, 0.000% - 8.750%, 05/21/19 - 09/09/49, totaling $252,358) | | $ | 247,410 | | | | 247,410 | |
Cantor Fitzgerald Securities, Inc., dated 04/30/19, due 05/01/19, 2.760% total to be received $1,176,883 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 10.000%, 05/15/19 - 03/20/69, totaling $1,200,329) | | | 1,176,793 | | | | 1,176,793 | |
Citigroup Global Markets, Inc., dated 04/30/19, due 05/01/19, 2.770% total to be received $1,176,884 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 1.250% - 8.500%, 05/25/19 - 04/20/69, totaling $1,200,329) | | | 1,176,793 | | | | 1,176,793 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
HSBC Securities USA, Inc., dated 04/30/19, due 05/01/19, 2.760% total to be received $1,176,883 (collateralized by various U.S. Government Agency Obligations, 3.000% - 5.000%, 03/01/30 - 12/01/48, totaling $1,200,329) | | $ | 1,176,793 | | | $ | 1,176,793 | |
RBC Dominion Securities, Inc., dated 04/30/19, due 05/01/19, 2.720% total to be received $1,176,882 (collateralized by various U.S. Government Agency Obligations, 2.652% - 7.000%, 04/01/34 - 04/20/49, totaling $1,200,329) | | | 1,176,793 | | | | 1,176,793 | |
Total Joint Repurchase Agreements | | | | | | | 4,954,582 | |
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| | Shares | | | | |
Other Investment Companies—3.6% | | | | | | | | |
Dreyfus Government Cash Management Fund, Institutional Shares, 2.33%3 | | | 6,051,409 | | | | 6,051,409 | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%3 | | | 175,405 | | | | 175,405 | |
JPMorgan U.S. Government Money Market Fund, IM Shares, 2.38%3 | | | 180,720 | | | | 180,720 | |
Total Other Investment Companies | | | | | | | 6,407,534 | |
Total Short-Term Investments (Cost $11,362,116) | | | | | | | 11,362,116 | |
Total Investments—103.0% (Cost $147,388,401) | | | | | | | 184,133,086 | |
Other Assets, less Liabilities—(3.0)% | | | | | | | (5,372,017 | ) |
Net Assets—100.0% | | | | | | $ | 178,761,069 | |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $25,309,828 or 14.2% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements. |
2 | Cash collateral received for securities lending activity was invested in these joint repurchase agreements. |
3 | Yield shown represents the April 30, 2019, 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
MLP Master Limited Partnership
REIT Real Estate Investment Trust
S&P Standard & Poor’s
SPDR Standard & Poor’s Depositary Receipt
The accompanying notes are an integral part of these financial statements.
12
| | |
| | AMG Managers Emerging Opportunities 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 April 30, 2019:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks† | | $ | 172,405,480 | | | | — | | | | — | | | $ | 172,405,480 | |
Exchange Traded Funds | | | 365,490 | | | | — | | | | — | | | | 365,490 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Joint Repurchase Agreements | | | — | | | $ | 4,954,582 | | | | — | | | | 4,954,582 | |
Other Investment Companies | | | 6,407,534 | | | | — | | | | — | | | | 6,407,534 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 179,178,504 | | | $ | 4,954,582 | | | | — | | | $ | 184,133,086 | |
| | | | | | | | | | | | | | | | |
† | 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. |
For the six months ended April 30, 2019, there were no transfers in or out of Level 3.
The accompanying notes are an integral part of these financial statements.
13
| | |
| | Statement of Assets and Liabilities(unaudited) April 30, 2019 |
| | | | | | | | |
| | AMG Frontier Small Cap Growth Fund | | | AMG Managers Emerging Opportunities Fund | |
Assets: | | | | | | | | |
Investments at value1(including securities on loan valued at $5,990,483, and $25,309,828, respectively) | | $ | 21,772,645 | | | $ | 184,133,086 | |
Receivable for investments sold | | | 134,396 | | | | 955,880 | |
Dividend, interest and other receivables | | | 4,143 | | | | 67,546 | |
Receivable for Fund shares sold | | | 4,279 | | | | 109,353 | |
Receivable from affiliate | | | 10,586 | | | | 9,371 | |
Prepaid expenses and other assets | | | 23,419 | | | | 17,393 | |
Total assets | | | 21,949,468 | | | | 185,292,629 | |
Liabilities: | | | | | | | | |
Payable upon return of securities loaned | | | 1,023,510 | | | | 4,954,582 | |
Payable for investments purchased | | | 306,029 | | | | 1,280,891 | |
Payable for Fund shares repurchased | | | 2,924 | | | | 77,379 | |
Accrued expenses: | | | | | | | | |
Investment advisory and management fees | | | 11,899 | | | | 108,129 | |
Administrative fees | | | 2,550 | | | | 21,918 | |
Distribution fees | | | 222 | | | | — | |
Shareholder service fees | | | 792 | | | | 30,464 | |
Other | | | 36,301 | | | | 58,197 | |
Total liabilities | | | 1,384,227 | | | | 6,531,560 | |
Net Assets | | $ | 20,565,241 | | | $ | 178,761,069 | |
1 Investments at cost | | $ | 18,966,663 | | | $ | 147,388,401 | |
The accompanying notes are an integral part of these financial statements.
14
| | |
| | Statement of Assets and Liabilities(continued) |
| | | | | | | | |
| | AMG Frontier Small Cap Growth Fund | | | AMG Managers Emerging Opportunities Fund | |
Net Assets Represent: | | | | | | | | |
Paid-in capital | | $ | 18,187,643 | | | $ | 130,329,797 | |
Distributable earnings | | | 2,377,598 | | | | 48,431,272 | |
Net Assets | | $ | 20,565,241 | | | $ | 178,761,069 | |
Class N: | | | | | | | | |
Net Assets | | $ | 1,080,550 | | | $ | 148,993,265 | |
Shares outstanding | | | 135,236 | | | | 3,625,038 | |
Net asset value, offering and redemption price per share | | $ | 7.99 | | | $ | 41.10 | |
Class I: | | | | | | | | |
Net Assets | | $ | 12,229,104 | | | $ | 29,767,804 | |
Shares outstanding | | | 1,460,069 | | | | 710,155 | |
Net asset value, offering and redemption price per share | | $ | 8.38 | | | $ | 41.92 | |
Class Z: | | | | | | | | |
Net Assets | | $ | 7,255,587 | | | | — | |
Shares outstanding | | | 834,128 | | | | — | |
Net asset value, offering and redemption price per share | | $ | 8.70 | | | | — | |
The accompanying notes are an integral part of these financial statements.
15
| | |
| | Statement of Operations(unaudited) For the six months ended April 30, 2019 |
| | | | | | | | |
| | AMG Frontier Small Cap Growth Fund | | | AMG Managers Emerging Opportunities Fund | |
Investment Income: | | | | | | | | |
Dividend income | | $ | 40,804 | | | $ | 815,164 | |
Securities lending income | | | 5,828 | | | | 74,935 | |
Foreign withholding tax | | | — | | | | (4,437 | ) |
Total investment income | | | 46,632 | | | | 885,662 | |
Expenses: | | | | | | | | |
Investment advisory and management fees | | | 66,110 | | | | 776,120 | |
Administrative fees | | | 14,166 | | | | 128,052 | |
Distribution fees—Class N | | | 923 | | | | — | |
Shareholder servicing fees—Class N | | | 554 | | | | 178,322 | |
Shareholder servicing fees—Class I | | | 3,524 | | | | — | |
Registration fees | | | 23,395 | | | | 19,395 | |
Custodian fees | | | 19,072 | | | | 22,501 | |
Professional fees | | | 14,569 | | | | 19,381 | |
Transfer agent fees | | | 3,259 | | | | 15,515 | |
Reports to shareholders | | | 2,353 | | | | 11,405 | |
Trustee fees and expenses | | | 845 | | | | 7,534 | |
Miscellaneous | | | 1,320 | | | | 2,551 | |
Total expenses before offsets | | | 150,090 | | | | 1,180,776 | |
Expense reimbursements | | | (59,895 | ) | | | (66,702 | ) |
Expense reductions | | | — | | | | (10,061 | ) |
Net expenses | | | 90,195 | | | | 1,104,013 | |
Net investment loss | | | (43,563 | ) | | | (218,351 | ) |
Net Realized and Unrealized Gain: | | | | | | | | |
Net realized gain on investments | | | 553,617 | | | | 13,644,148 | |
Net change in unrealized appreciation/depreciation on investments | | | 1,423,069 | | | | (2,768,212 | ) |
Net realized and unrealized gain | | | 1,976,686 | | | | 10,875,936 | |
Net increase in net assets resulting from operations | | $ | 1,933,123 | | | $ | 10,657,585 | |
The accompanying notes are an integral part of these financial statements.
16
| | |
| | Statements of Changes in Net Assets For the six months ended April 30, 2019 (unaudited) and the fiscal year ended October 31, 2018 |
| | | | | | | | | | | | | | | | |
| | AMG Frontier Small Cap Growth Fund | | | AMG Managers Emerging Opportunities Fund | |
| | April 30, 2019 | | | October 31, 2018 | | | April 30, 2019 | | | October 31, 2018 | |
Increase in Net Assets Resulting From Operations: | | | | | | | | | | | | | | | | |
Net investment loss | | $ | (43,563 | ) | | $ | (88,607 | ) | | $ | (218,351 | ) | | $ | (1,095,831 | ) |
Net realized gain on investments | | | 553,617 | | | | 5,566,378 | | | | 13,644,148 | | | | 32,625,998 | |
Net change in unrealized appreciation/depreciation on investments | | | 1,423,069 | | | | (2,987,833 | ) | | | (2,768,212 | ) | | | (16,727,914 | ) |
Net increase in net assets resulting from operations | | | 1,933,123 | | | | 2,489,938 | | | | 10,657,585 | | | | 14,802,253 | |
Distributions to Shareholders: | | | | | | | | | | | | | | | | |
Class N | | | (137,752 | ) | | | (74,443 | ) | | | (26,608,054 | ) | | | (16,730,534 | ) |
Class I | | | (3,607,157 | ) | | | (2,421,844 | ) | | | (4,974,384 | ) | | | (2,696,048 | ) |
Class Z | | | (2,240,613 | ) | | | (1,606,835 | ) | | | — | | | | — | |
Total distributions to shareholders | | | (5,985,522 | ) | | | (4,103,122 | ) | | | (31,582,438 | ) | | | (19,426,582 | ) |
Capital Share Transactions:1 | | | | | | | | | | | | | | | | |
Net increase from capital share transactions | | | 6,097,392 | | | | 1,559,658 | | | | 22,781,590 | | | | 8,639,116 | |
Total increase (decrease) in net assets | | | 2,044,993 | | | | (53,526 | ) | | | 1,856,737 | | | | 4,014,787 | |
Net Assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 18,520,248 | | | | 18,573,774 | | | | 176,904,332 | | | | 172,889,545 | |
End of period | | $ | 20,565,241 | | | $ | 18,520,248 | | | $ | 178,761,069 | | | $ | 176,904,332 | |
1 | See Note 1(g) of the Notes to Financial Statements. |
The accompanying notes are an integral part of these financial statements.
17
| | |
| | AMG Frontier Small Cap Growth Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class N | | (unaudited) | | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 11.69 | | | $ | 13.20 | | | $ | 10.29 | | | $ | 13.57 | | | $ | 25.12 | | | $ | 26.26 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss2,3 | | | (0.03 | ) | | | (0.09 | ) | | | (0.11 | ) | | | (0.06 | )4 | | | (0.12 | ) | | | (0.21 | )5 |
Net realized and unrealized gain (loss) on investments | | | 0.38 | | | | 1.58 | | | | 3.07 | | | | (0.22 | ) | | | 0.19 | | | | 2.05 | |
Total income (loss) from investment operations | | | 0.35 | | | | 1.49 | | | | 2.96 | | | | (0.28 | ) | | | 0.07 | | | | 1.84 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net realized gain on investments | | | (4.05 | ) | | | (3.00 | ) | | | (0.05 | ) | | | (3.00 | ) | | | (11.62 | ) | | | (2.98 | ) |
Net Asset Value, End of Period | | $ | 7.99 | | | $ | 11.69 | | | $ | 13.20 | | | $ | 10.29 | | | $ | 13.57 | | | $ | 25.12 | |
Total Return3 | | | 11.27 | %6,7 | | | 13.81 | %7 | | | 28.82 | %7 | | | (3.01 | )%7 | | | (3.06 | )% | | | 7.24 | % |
Ratio of net expenses to average net assets | | | 1.30 | %8 | | | 1.30 | % | | | 1.43 | % | | | 1.55 | % | | | 1.55 | % | | | 1.55 | % |
Ratio of gross expenses to average net assets9 | | | 1.93 | %8 | | | 1.81 | % | | | 2.01 | % | | | 1.95 | % | | | 1.81 | % | | | 1.74 | % |
Ratio of net investment loss to average net assets3 | | | (0.81 | )%8 | | | (0.76 | )% | | | (0.93 | )% | | | (0.58 | )% | | | (0.76 | )% | | | (0.86 | )% |
Portfolio turnover | | | 115 | %6 | | | 233 | % | | | 99 | % | | | 70 | % | | | 99 | % | | | 63 | % |
Net assets end of period (000’s) omitted | | $ | 1,081 | | | $ | 553 | | | $ | 210 | | | $ | 147 | | | $ | 179 | | | $ | 365 | |
18
| | |
| | AMG Frontier Small Cap Growth Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class I | | (unaudited) | | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 12.02 | | | $ | 13.46 | | | $ | 10.46 | | | $ | 13.76 | | | $ | 25.40 | | | $ | 26.48 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss2,3 | | | (0.02 | ) | | | (0.06 | ) | | | (0.08 | ) | | | (0.03 | )4 | | | (0.08 | ) | | | (0.15 | )5 |
Net realized and unrealized gain (loss) on investments | | | 0.43 | | | | 1.62 | | | | 3.13 | | | | (0.23 | ) | | | 0.20 | | | | 2.08 | |
Total income (loss) from investment operations | | | 0.41 | | | | 1.56 | | | | 3.05 | | | | (0.26 | ) | | | 0.12 | | | | 1.93 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net realized gain on investments | | | (4.05 | ) | | | (3.00 | ) | | | (0.05 | ) | | | (3.04 | ) | | | (11.76 | ) | | | (3.01 | ) |
Net Asset Value, End of Period | | $ | 8.38 | | | $ | 12.02 | | | $ | 13.46 | | | $ | 10.46 | | | $ | 13.76 | | | $ | 25.40 | |
Total Return3 | | | 11.55 | %6,7 | | | 14.12 | %7 | | | 29.22 | %7 | | | (2.77 | )%7 | | | (2.78 | )% | | | 7.54 | % |
Ratio of net expenses to average net assets | | | 0.96 | %8 | | | 1.01 | % | | | 1.15 | % | | | 1.29 | % | | | 1.28 | % | | | 1.28 | % |
Ratio of gross expenses to average net assets9 | | | 1.59 | %8 | | | 1.52 | % | | | 1.73 | % | | | 1.69 | % | | | 1.55 | % | | | 1.47 | % |
Ratio of net investment loss to average net assets3 | | | (0.47 | )%8 | | | (0.46 | )% | | | (0.65 | )% | | | (0.32 | )% | | | (0.51 | )% | | | (0.59 | )% |
Portfolio turnover | | | 115 | %6 | | | 233 | % | | | 99 | % | | | 70 | % | | | 99 | % | | | 63 | % |
Net assets end of period (000’s) omitted | | $ | 12,229 | | | $ | 11,549 | | | $ | 11,009 | | | $ | 9,570 | | | $ | 12,671 | | | $ | 14,842 | |
19
| | |
| | AMG Frontier Small Cap Growth Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class Z | | (unaudited) | | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 12.31 | | | $ | 13.70 | | | $ | 10.63 | | | $ | 13.95 | | | $ | 25.69 | | | $ | 26.72 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss2,3 | | | (0.02 | ) | | | (0.05 | ) | | | (0.06 | ) | | | (0.01 | )4 | | | (0.05 | ) | | | (0.09 | )5 |
Net realized and unrealized gain (loss) on investments | | | 0.46 | | | | 1.66 | | | | 3.18 | | | | (0.22 | ) | | | 0.21 | | | | 2.10 | |
Total income (loss) from investment operations | | | 0.44 | | | | 1.61 | | | | 3.12 | | | | (0.23 | ) | | | 0.16 | | | | 2.01 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net realized gain on investments | | | (4.05 | ) | | | (3.00 | ) | | | (0.05 | ) | | | (3.09 | ) | | | (11.90 | ) | | | (3.04 | ) |
Net Asset Value, End of Period | | $ | 8.70 | | | $ | 12.31 | | | $ | 13.70 | | | $ | 10.63 | | | $ | 13.95 | | | $ | 25.69 | |
Total Return3 | | | 11.51 | %6,7 | | | 14.26 | %7 | | | 29.42 | %7 | | | (2.53 | )%7 | | | (2.55 | )% | | | 7.78 | % |
Ratio of net expenses to average net assets | | | 0.90 | %8 | | | 0.90 | % | | | 1.00 | % | | | 1.05 | % | | | 1.05 | % | | | 1.05 | % |
Ratio of gross expenses to average net assets9 | | | 1.53 | %8 | | | 1.41 | % | | | 1.58 | % | | | 1.44 | % | | | 1.32 | % | | | 1.24 | % |
Ratio of net investment loss to average net assets3 | | | (0.41 | )%8 | | | (0.36 | )% | | | (0.50 | )% | | | (0.10 | )% | | | (0.28 | )% | | | (0.34 | )% |
Portfolio turnover | | | 115 | %6 | | | 233 | % | | | 99 | % | | | 70 | % | | | 99 | % | | | 63 | % |
Net assets end of period (000’s) omitted | | $ | 7,256 | | | $ | 6,418 | | | $ | 7,354 | | | $ | 9,114 | | | $ | 16,366 | | | $ | 21,070 | |
1 | Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class I and Class Z, respectively. |
2 | Per share numbers have been calculated using average shares. |
3 | Total returns and net investment loss would have been lower had certain expenses not been offset. |
4 | Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.09), $(0.06), and $(0.04) for Class N, Class I and Class Z shares, respectively. |
5 | Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.22), $(0.16), and $(0.10) for Class N, Class I and Class Z shares, respectively. |
7 | The total return is calculated using the published Net Asset Value as of period end. |
9 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
20
| | |
| | AMG Managers Emerging Opportunities Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class N | | (unaudited) | | | 2018 | | | 20171 | | | 20162 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 48.48 | | | $ | 50.06 | | | $ | 37.09 | | | $ | 40.76 | | | $ | 47.11 | | | $ | 51.19 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss3,4 | | | (0.06 | ) | | | (0.32 | ) | | | (0.27 | )5 | | | (0.17 | )6 | | | (0.24 | )7 | | | (0.29 | )8 |
Net realized and unrealized gain (loss) on investments | | | 1.33 | | | | 4.45 | | | | 13.38 | | | | 1.02 | | | | (0.79 | ) | | | 3.01 | |
Total income (loss) from investment operations | | | 1.27 | | | | 4.13 | | | | 13.11 | | | | 0.85 | | | | (1.03 | ) | | | 2.72 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Net realized gain on investments | | | (8.65 | ) | | | (5.71 | ) | | | (0.14 | ) | | | (4.52 | ) | | | (5.32 | ) | | | (6.80 | ) |
Total distributions to shareholders | | | (8.65 | ) | | | (5.71 | ) | | | (0.14 | ) | | | (4.52 | ) | | | (5.32 | ) | | | (6.80 | ) |
Net Asset Value, End of Period | | $ | 41.10 | | | $ | 48.48 | | | $ | 50.06 | | | $ | 37.09 | | | $ | 40.76 | | | $ | 47.11 | |
Total Return4,9 | | | 6.58 | %10 | | | 8.82 | % | | | 35.43 | % | | | 2.50 | % | | | (3.01 | )% | | | 5.09 | % |
Ratio of net expenses to average net assets11 | | | 1.33 | %12 | | | 1.41 | % | | | 1.42 | % | | | 1.41 | % | | | 1.42 | % | | | 1.41 | %13 |
Ratio of gross expenses to average net assets14 | | | 1.42 | %12 | | | 1.50 | % | | | 1.51 | % | | | 1.62 | % | | | 1.61 | % | | | 1.61 | %13 |
Ratio of net investment loss to average net assets4 | | | (0.30 | )%12 | | | (0.63 | )% | | | (0.62 | )% | | | (0.47 | )% | | | (0.55 | )% | | | (0.61 | )%13 |
Portfolio turnover | | | 54 | %10 | | | 55 | % | | | 58 | % | | | 72 | % | | | 89 | % | | | 98 | % |
Net assets end of period (000’s) omitted | | $ | 148,993 | | | $ | 148,419 | | | $ | 148,915 | | | $ | 124,045 | | | $ | 145,980 | | | $ | 169,398 | |
21
| | |
| | AMG Managers Emerging Opportunities Fund Financial Highlights For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class I | | (unaudited) | | | 2018 | | | 2017 | | | 20162 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 49.19 | | | $ | 50.60 | | | $ | 37.40 | | | $ | 41.05 | | | $ | 47.32 | | | $ | 51.31 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss3,4 | | | (0.01 | ) | | | (0.20 | ) | | | (0.16 | )5 | | | (0.08 | )6 | | | (0.13 | )7 | | | (0.17 | )8 |
Net realized and unrealized gain (loss) on investments | | | 1.39 | | | | 4.50 | | | | 13.51 | | | | 1.02 | | | | (0.80 | ) | | | 3.00 | |
Total income (loss) from investment operations | | | 1.38 | | | | 4.30 | | | | 13.35 | | | | 0.94 | | | | (0.93 | ) | | | 2.83 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | |
Net realized gain on investments | | | (8.65 | ) | | | (5.71 | ) | | | (0.15 | ) | | | (4.55 | ) | | | (5.34 | ) | | | (6.82 | ) |
Total distributions to shareholders | | | (8.65 | ) | | | (5.71 | ) | | | (0.15 | ) | | | (4.59 | ) | | | (5.34 | ) | | | (6.82 | ) |
Net Asset Value, End of Period | | $ | 41.92 | | | $ | 49.19 | | | $ | 50.60 | | | $ | 37.40 | | | $ | 41.05 | | | $ | 47.32 | |
Total Return4,9 | | | 6.72 | %10 | | | 9.09 | % | | | 35.80 | % | | | 2.73 | % | | | (2.76 | )% | | | 5.33 | % |
Ratio of net expenses to average net assets11 | | | 1.08 | %12 | | | 1.16 | % | | | 1.17 | % | | | 1.16 | % | | | 1.17 | % | | | 1.16 | %13 |
Ratio of gross expenses to average net assets14 | | | 1.17 | %12 | | | 1.25 | % | | | 1.26 | % | | | 1.37 | % | | | 1.36 | % | | | 1.36 | %13 |
Ratio of net investment loss to average net assets4 | | | (0.05 | )%12 | | | (0.38 | )% | | | (0.37 | )% | | | (0.22 | )% | | | (0.30 | )% | | | (0.36 | )%13 |
Portfolio turnover | | | 54 | %10 | | | 55 | % | | | 58 | % | | | 72 | % | | | 89 | % | | | 98 | % |
Net assets end of period (000’s) omitted | | $ | 29,768 | | | $ | 28,485 | | | $ | 23,974 | | | $ | 25,127 | | | $ | 31,111 | | | $ | 35,282 | |
1 | Effective February 27, 2017, Class S was renamed Class N. |
2 | Effective October 1, 2016, the Service Class and Institutional Class were renamed Class S and Class I, respectively. |
3 | Per share numbers have been calculated using average shares. |
4 | Total returns and net investment loss would have been lower had certain expenses not been offset. |
5 | Includesnon-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. |
6 | Includesnon-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. |
7 | Includesnon-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. |
8 | Includesnon-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. |
9 | The total return is calculated using the published Net Asset Value as of period end. |
11 | Includes reduction from broker recapture amounting to 0.01% for the six months ended April 30, 2019 and 0.02%, 0.01%, 0.02% and 0.03% for the fiscal years ended 2018, 2017, 2016 and 2014, respectively. |
13 | Includes tax expense of $23,725 or 0.01%. |
14 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
22
| | |
| | Notes to Financial Statements(unaudited) April 30, 2019 |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AMG Funds I (the “Trust”) is anopen-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”) and AMG Managers Emerging Opportunities Fund (“Emerging Opportunities”), each a “Fund” and collectively, the “Funds.”
Each Fund offers different classes of shares. Both Funds offer Class N and Class I shares, and Small Cap offers 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. Please refer to a current prospectus for additional information on each share class.
The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:
a. VALUATION OF INVESTMENTS
Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in theover-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 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 otheropen-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 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 Funds, including a comparison with the prior quarter end and the percentage of the Funds 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 apre-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)
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
23
| | |
| | Notes to Financial Statements(continued) |
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, swaps, 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.
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 theex-dividend date. Dividends from foreign securities are recorded on theex-dividend date, and if after the fact, as soon as the Funds become aware of theex-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 or funds 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 apro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.
Emerging Opportunities 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 April 30, 2019, the impact on the expenses and expense ratios, if any, were as follows: Emerging Opportunities—$10,061 or 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. Distributions to shareholders are recorded on theex-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 topaid-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 and distributions received from investments in certain partnerships. Temporary differences are due to distributions received from investments in certain partnerships and wash sales deferrals.
At April 30, 2019, 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 for federal income tax purposes were as follows:
| | | | | | | | | | | | | | | | |
Fund | | Cost | | | Appreciation | | | Depreciation | | | Net | |
Small Cap | | $ | 18,966,663 | | | $ | 3,264,290 | | | $ | (458,308 | ) | | $ | 2,805,982 | |
Emerging Opportunities | | | 147,388,401 | | | | 42,522,741 | | | | (5,778,056 | ) | | | 36,744,685 | |
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 April 30, 2019, 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.
f. CAPITAL LOSS CARRYOVERS AND DEFERRALS
As of October 31, 2018, the Funds had no capital loss carryovers for federal income tax purposes. Should the Funds incur net capital losses for the fiscal year ended October 31, 2019, such amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.
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.
24
| | |
| | Notes to Financial Statements(continued) |
For the six months ended April 30, 2019 (unaudited) and the fiscal year ended October 31, 2018, the capital stock transactions by class for the Funds were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Small Cap | | | | | | | | | Emerging Opportunities | | | | |
| | April 30, 2019 | | | October 31, 2018 | | | April 30, 2019 | | | October 31, 2018 | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | |
Class N: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 167,940 | | | $ | 1,376,326 | | | | 81,198 | | | $ | 1,027,555 | | | | 108,127 | | | $ | 4,446,667 | | | | 144,622 | | | $ | 7,315,263 | |
Reinvestment of distributions | | | 21,357 | | | | 137,752 | | | | 7,083 | | | | 74,443 | | | | 782,287 | | | | 26,323,951 | | | | 358,001 | | | | 16,528,925 | |
Cost of shares repurchased | | | (101,382 | ) | | | (854,868 | ) | | | (56,888 | ) | | | (708,083 | ) | | | (326,684 | ) | | | (12,454,141 | ) | | | (415,804 | ) | | | (20,639,398 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase | | | 87,915 | | | $ | 659,210 | | | | 31,393 | | | $ | 393,915 | | | | 563,730 | | | $ | 18,316,477 | | | | 86,819 | | | $ | 3,204,790 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class I: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 133,646 | | | $ | 1,090,779 | | | | 381,012 | | | $ | 4,840,005 | | | | 69,867 | | | $ | 2,859,340 | | | | 144,567 | | | $ | 7,713,952 | |
Reinvestment of distributions | | | 531,454 | | | | 3,587,315 | | | | 222,143 | | | | 2,394,702 | | | | 139,442 | | | | 4,781,458 | | | | 55,932 | | | | 2,614,790 | |
Cost of shares repurchased | | | (165,632 | ) | | | (1,554,133 | ) | | | (460,240 | ) | | | (5,775,001 | ) | | | (78,182 | ) | | | (3,175,685 | ) | | | (95,234 | ) | | | (4,894,416 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase | | | 499,468 | | | $ | 3,123,961 | | | | 142,915 | | | $ | 1,459,706 | | | | 131,127 | | | $ | 4,465,113 | | | | 105,265 | | | $ | 5,434,326 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class Z: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 41,841 | | | $ | 500,000 | | | | 14,195 | | | $ | 169,188 | | | | — | | | | — | | | | — | | | | — | |
Reinvestment of distributions | | | 319,631 | | | | 2,240,613 | | | | 145,679 | | | | 1,606,835 | | | | — | | | | — | | | | — | | | | — | |
Cost of shares repurchased | | | (48,734 | ) | | | (426,392 | ) | | | (175,189 | ) | | | (2,069,986 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | 312,738 | | | $ | 2,314,221 | | | | (15,315 | ) | | $ | (293,963 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS
The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party or bilateral 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 April 30, 2019, the market value of Repurchase Agreements outstanding for Small Cap and Emerging Opportunities were $1,023,510 and $4,954,582, 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”). AMG indirectly owns a majority interest in Frontier. Emerging Opportunities is managed by Next Century Growth Investors, LLC, RBC Global Asset Management (U.S.) Inc., and WEDGE Capital Management LLP. Effective March 19, 2019, Lord, Abbett & Co. LLC no longer manages a portion of the Emerging Opportunities Portfolio of Investments.
Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the six months ended April 30, 2019, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:
| | | | |
Small Cap | | | 0.70 | % |
Emerging Opportunities | | | 0.74 | %1 |
1 | Prior to March 1, 2019, the annual rate for the investment management fees for Emerging Opportunities was 1.00% of the Fund’s average daily net assets. |
The Investment Manager has contractually agreed, through at least March 1, 2020 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, and in connection with securities sold short), shareholder servicing fees, distribution and service(12b-1) fees, brokerage commissions and
25
| | |
| | Notes to Financial Statements(continued) |
other transaction costs, dividends payable with respect to securities sold short, acquired fund fees and expenses and extraordinary expenses) of Small Cap and Emerging Opportunities to 0.90% and 0.94%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances. Prior to March 1, 2019, the Emerging Opportunities contractual expense limitation was 1.18%.
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 April 30, 2019, the Funds’ expiration of recoupment is as follows:
| | | | | | | | |
Expiration Period | | Small Cap | | | Emerging Opportunities | |
Less than 1 year | | $ | 90,841 | | | $ | 200,650 | |
Within 2 years | | | 108,309 | | | | 123,762 | |
Within 3 years | | | 114,490 | | | | 133,467 | |
| | | | | | | | |
Total Amount Subject to Recoupment | | $ | 313,640 | | | $ | 457,879 | |
| | | | | | | | |
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 allnon-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to each Fund. 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.
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 has adopted a distribution and service plan (the “Plan”) with respect to the Class N shares, in accordance with the requirements of Rule12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset-based sales charges. Pursuant to the Plan, Small Cap may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of 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 the Fund’s average daily net assets attributable to the Class N shares.
For Class N of Small Cap and Emerging Opportunities, and for Class I of Small Cap, 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 shares of Small Cap and Emerging Opportunities and Class I shares of Small Cap 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 April 30, 2019, was as follows:
| | | | | | | | |
Fund | | Maximum Annual Amount Approved | | | Actual Amount Incurred | |
Small Cap | | | | | | | | |
Class N | | | 0.15 | % | | | 0.15 | % |
Class I | | | 0.15 | % | | | 0.06 | % |
Emerging Opportunities | | | | | | | | |
Class N | | | 0.25 | % | | | 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 the Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed forout-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.
The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended April 30, 2019, Small Cap borrowed a maximum of $350,968 for five days paying interest of $138. The interest expense amount is included in the Statement of Operations as miscellaneous expense. For the six months ended April 30, 2019, Emerging Opportunities neither borrowed from nor lent to other funds in the AMG Funds family. At April 30, 2019, the Funds had no interfund loans outstanding.
For the six months ended April 30, 2019, Emerging Opportunities executed security transactions with other funds affiliated with Lord, Abbett & Co. LLC. Each of the transactions were executed at the closing price of the security transacted and with no commissions under Rule17a-7 procedures approved by the Board. The amounts purchased and sold during the six months ended April 30, 2019, are reflected in the following chart:
26
| | |
| | Notes to Financial Statements(continued) |
| | | | | | | | | | | | |
| | Number of Transactions | | | Total Quantity | | | Cost/Proceeds | |
Purchases | | | 2 | | | | 17,208 | | | $ | 351,687 | |
Sales* | | | 2 | | | | 17,532 | | | | 1,047,929 | |
* | Realized gain was $637,391. |
3. PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended April 30, 2019, were as follows:
| | | | | | | | |
| | Long Term Securities | |
Fund | | Purchases | | | Sales | |
Small Cap | | $ | 22,287,740 | | | $ | 21,613,113 | |
Emerging Opportunities | | | 90,072,548 | | | | 96,887,743 | |
The Funds had no purchases or sales of U.S. Government Obligations during the six months ended April 30, 2019.
4. PORTFOLIO SECURITIES LOANED
The Funds participate in the Program providing for the lending of securities to qualified borrowers. 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 or U.S. Government and Agency Obligations. Collateral 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 separate omnibus accounts managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements for that cash collateral. Securities collateral is held in separate omnibus accounts managed by BNYM that cannot be sold or pledged. 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.
The value of securities loaned on positions held, cash and securities collateral received at April 30, 2019, were as follows:
| | | | | | | | | | | | | | | | |
Fund | | Securities Loaned | | | Cash Collateral Received | | | Securities Collateral Received | | | Total Collateral Received | |
Small Cap | | $ | 5,990,483 | | | $ | 1,023,510 | | | $ | 5,135,266 | | | $ | 6,158,776 | |
Emerging Opportunities | | | 25,309,828 | | | | 4,954,582 | | | | 21,139,925 | | | | 26,094,507 | |
The following table summarizes the securities received as collateral for securities lending:
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Fund | | Collateral Type | | Coupon Range | | | Maturity Date Range | |
Small Cap | | U.S. Treasury Obligations | | | 0.000 | %-8.750% | | | 05/09/19-11/15/48 | |
Emerging Opportunities | | U.S. Treasury Obligations | | | 0.000 | %-8.750% | | | 05/09/19-11/15/48 | |
5. COMMITMENTS AND CONTINGENCIES
Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.
6. MASTER NETTING AGREEMENTS
The Funds may enter into master netting agreements with their counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for thenon-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.
27
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| | Notes to Financial Statements(continued) |
The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of April 30, 2019:
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| | | | | Gross Amount Not Offset in the Statement of Assets and Liabilities | | | | | | | |
Fund | | Gross Amounts of Assets Presented in the Statement of Assets and Liabilities | | | Offset Amount | | | Net Asset Balance | | | Collateral Received | | | Net Amount | |
Small Cap | | | | | | | | | | | | | | | | | | | | |
Bank of Montreal | | $ | 23,510 | | | | — | | | $ | 23,510 | | | $ | 23,510 | | | | — | |
HSBC Securities USA, Inc. | | | 1,000,000 | | | | — | | | | 1,000,000 | | | | 1,000,000 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 1,023,510 | | | | — | | | $ | 1,023,510 | | | $ | 1,023,510 | | | | — | |
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Emerging Opportunities | | | | | | | | | | | | | | | | | | | | |
BNP Paribas SA | | $ | 247,410 | | | | — | | | $ | 247,410 | | | $ | 247,410 | | | | — | |
Cantor Fitzgerald Securities, Inc. | | | 1,176,793 | | | | — | | | | 1,176,793 | | | | 1,176,793 | | | | — | |
Citigroup Global Markets, Inc. | | | 1,176,793 | | | | — | | | | 1,176,793 | | | | 1,176,793 | | | | — | |
HSBC Securities USA, Inc. | | | 1,176,793 | | | | — | | | | 1,176,793 | | | | 1,176,793 | | | | — | |
RBC Dominion Securities, Inc. | | | 1,176,793 | | | | — | | | | 1,176,793 | | | | 1,176,793 | | | | — | |
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Total | | $ | 4,954,582 | | | | — | | | $ | 4,954,582 | | | $ | 4,954,582 | | | | — | |
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7. 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.
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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
P.O. Box 9769
Providence, RI 02940
800.548.4539
TRUSTEES
Bruce B. Bingham
Christine C. Carsman
Edward J. Kaier
Kurt A. Keilhacker
Steven J. Paggioli
Richard F. Powers III
Eric Rakowski
Victoria L. Sassine
Thomas R. Schneeweis
This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.548.4539. 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 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding each Fund’s proxy voting record for the12-month period ended June 30, call 800.548.4539 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 as an exhibit to their reports on FormN-PORT, which has replaced Form NQ. The Funds’ portfolio holdings on FormN-PORT are available on the SEC’s website at sec.gov. To review a complete list of the Funds’ portfolio holdings, or to view the 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 FQTax-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 Trilogy Emerging Markets Equity
AMG GW&K Trilogy Emerging Wealth Equity
AMG GW&K U.S. Small Cap Growth
GW&K Investment Management, LLC
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 RoadSmall-Mid Cap Value
AMG River Road Small Cap Value
River Road Asset Management, LLC
AMG SouthernSun Small Cap
AMG SouthernSun U.S. Equity
SouthernSun Asset Management, LLC
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 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 ESG
AMG GW&K Enhanced Core Bond ESG
AMG GW&K Municipal Bond
AMG GW&K Municipal Enhanced Yield
GW&K Investment Management, LLC
OPEN-ARCHITECTURE FUNDS
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
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 LMCG Small Cap Growth
LMCG Investments, LLC
AMG Managers Montag & Caldwell 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
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 | | 043019 | | | SAR022 | |
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AMG Funds | | |
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April 30, 2019 | | |
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AMG GW&K U.S. Small Cap Growth Fund |
Class N: ATASX | | Class I: ATSIX | | Class Z:ATAZX |
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AMG GW&K Core Bond ESG Fund (formerly AMG GW&K Core Bond Fund) |
Class N:MBGVX | | Class I:MBDFX | | Class Z:MBDLX |
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AMG GW&K Trilogy Emerging Wealth Equity Fund (formerly AMG Trilogy Emerging Wealth Equity Fund) |
Class N:TYWVX | | Class I:TYWSX | | Class Z:TYWIX |
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AMG GW&K Trilogy Emerging Markets Equity Fund (formerly AMG Trilogy Emerging Markets Equity Fund) |
Class N:TLEVX | | Class I:TLESX | | Class Z:TLEIX |
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Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Funds’ website (https://www.amgfunds.com/resources/order_literature.html), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically at any time by contacting your financial intermediary or, if you invest directly with the Funds, by logging into your account at www.amgfunds.com.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1.800.548.4539 to inform the Funds that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds in the AMG Funds Family of Funds held in your account if you invest through your financial intermediary or all funds in the AMG Funds Family of Funds held with the fund complex if you invest directly with the Funds.
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amgfunds.com | | 043019 | | SAR069 |
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| AMG Funds |
| Semi-Annual Report — April 30, 2019(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 April 30, 2019 | | Expense Ratio for the Period | | | Beginning Account Value 11/01/18 | | | Ending Account Value 04/30/19 | | | Expenses Paid During the Period* | |
AMG GW&K U.S. Small Cap Growth Fund | |
Based on Actual Fund Return | | | | | | | | | |
Class N | | | 1.22 | % | | $ | 1,000 | | | $ | 1,118 | | | $ | 6.41 | |
Class I | | | 1.00 | % | | $ | 1,000 | | | $ | 1,117 | | | $ | 5.25 | |
Class Z | | | 0.90 | % | | $ | 1,000 | | | $ | 1,121 | | | $ | 4.73 | |
Based on Hypothetical 5% Annual Return | |
Class N | | | 1.22 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 6.11 | |
Class I | | | 1.00 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 5.01 | |
Class Z | | | 0.90 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 4.51 | |
AMG GW&K Core Bond ESG Fund | |
Based on Actual Fund Return | | | | | | | | | |
Class N | | | 0.88 | % | | $ | 1,000 | | | $ | 1,051 | | | $ | 4.48 | |
Class I | | | 0.56 | % | | $ | 1,000 | | | $ | 1,054 | | | $ | 2.85 | |
Class Z | | | 0.48 | % | | $ | 1,000 | | | $ | 1,054 | | | $ | 2.44 | |
Based on Hypothetical 5% Annual Return | |
Class N | | | 0.88 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 4.41 | |
Class I | | | 0.56 | % | | $ | 1,000 | | | $ | 1,022 | | | $ | 2.81 | |
Class Z | | | 0.48 | % | | $ | 1,000 | | | $ | 1,022 | | | $ | 2.41 | |
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Six Months Ended April 30, 2019 | | Expense Ratio for the Period | | | Beginning Account Value 11/01/18 | | | Ending Account Value 04/30/19 | | | Expenses Paid During the Period* | |
AMG GW&K Trilogy Emerging Wealth Equity Fund | |
Based on Actual Fund Return | | | | | | | | | |
Class N | | | 1.40 | % | | $ | 1,000 | | | $ | 1,260 | | | $ | 7.84 | |
Class I | | | 1.12 | % | | $ | 1,000 | | | $ | 1,261 | | | $ | 6.28 | |
Class Z | | | 1.00 | % | | $ | 1,000 | | | $ | 1,262 | | | $ | 5.61 | |
Based on Hypothetical 5% Annual Return | |
Class N | | | 1.40 | % | | $ | 1,000 | | | $ | 1,018 | | | $ | 7.00 | |
Class I | | | 1.12 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 5.61 | |
Class Z | | | 1.00 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 5.01 | |
AMG GW&K Trilogy Emerging Markets Equity Fund | |
Based on Actual Fund Return | | | | | |
Class N | | | 1.25 | % | | $ | 1,000 | | | $ | 1,179 | | | $ | 6.75 | |
Class I | | | 0.94 | % | | $ | 1,000 | | | $ | 1,181 | | | $ | 5.08 | |
Class Z | | | 0.85 | % | | $ | 1,000 | | | $ | 1,181 | | | $ | 4.60 | |
Based on Hypothetical 5% Annual Return | |
Class N | | | 1.25 | % | | $ | 1,000 | | | $ | 1,019 | | | $ | 6.26 | |
Class I | | | 0.94 | % | | $ | 1,000 | | | $ | 1,020 | | | $ | 4.71 | |
Class Z | | | 0.85 | % | | $ | 1,000 | | | $ | 1,021 | | | $ | 4.26 | |
* | Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365. |
2
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| Fund Performance(unaudited) |
| Periods ended April 30, 2019 |
The table below shows the average annual total returns for the periods indicated for each Fund, as well as each Fund’s relative index for the same time periods ended April 30, 2019.
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Average Annual Total Returns1 | | Six Months* | | | One Year | | | Five Years | | | Ten Years | | | Since Inception | | | Inception Date | |
AMG GW&K U.S. Small Cap Growth Fund2,3, 4, 5 | | | | | | | | | |
Class N | | | 11.79 | % | | | 10.98 | % | | | 7.88 | % | | | 12.28 | % | | | 9.95 | % | | | 11/30/00 | |
Class I | | | 11.70 | % | | | 11.26 | % | | | 8.16 | % | | | 12.56 | % | | | 8.39 | % | | | 01/04/05 | |
Class Z | | | 12.12 | % | | | 11.68 | % | | | — | | | | — | | | | 14.61 | % | | | 02/24/17 | |
Russell 2000® Growth Index17 | | | 8.27 | % | | | 6.91 | % | | | 10.22 | % | | | 15.24 | % | | | 7.52 | % | | | 11/30/00 | † |
AMG GW&K Core Bond ESG Fund2,6, 7, 8, 9, 10, 11 | | | | | | | | | |
Class N | | | 5.14 | % | | | 4.68 | % | | | — | | | | — | | | | 1.60 | % | | | 05/08/15 | |
Class I | | | 5.35 | % | | | 5.05 | % | | | 2.23 | % | | | 4.42 | % | | | 5.73 | % | | | 04/30/93 | |
Class Z | | | 5.41 | % | | | 5.15 | % | | | — | | | | — | | | | 2.02 | % | | | 05/08/15 | |
Bloomberg Barclays U.S. Aggregate Bond Index®18 | | | 5.49 | % | | | 5.29 | % | | | 2.57 | % | | | 3.72 | % | | | 5.19 | % | | | 04/30/93 | † |
AMG GW&K Trilogy Emerging Wealth Equity Fund3,5, 9, 12, 13, 14, 15 | |
Class N | | | 25.99 | % | | | 1.77 | % | | | — | | | | — | | | | 8.32 | % | | | 03/19/15 | |
Class I | | | 26.08 | % | | | 2.04 | % | | | — | | | | — | | | | 8.59 | % | | | 03/19/15 | |
Class Z | | | 26.20 | % | | | 2.08 | % | | | — | | | | — | | | | 8.69 | % | | | 03/19/15 | |
MSCI Emerging Markets Index (Net)19 | | | 13.76 | % | | | (5.04 | %) | | | — | | | | — | | | | 5.18 | % | | | 03/19/15 | † |
AMG GW&K Trilogy Emerging Markets Equity Fund3,4, 5, 9, 12, 13, 14, 15, 16 | |
Class N | | | 17.90 | % | | | (0.87 | %) | | | 3.89 | % | | | — | | | | 1.60 | % | | | 03/01/12 | |
Class I | | | 18.08 | % | | | (0.54 | %) | | | 4.24 | % | | | — | | | | 0.88 | % | | | 03/01/11 | |
Class Z | | | 18.10 | % | | | (0.50 | %) | | | 4.37 | % | | | — | | | | 0.98 | % | | | 03/01/11 | |
MSCI Emerging Markets Index (Net)19 | | | 13.76 | % | | | (5.04 | %) | | | 4.04 | % | | | — | | | | 2.07 | % | | | 03/01/11 | † |
The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.
Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Funds and other information, please call 800.548.4539 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 April 30, 2019. 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. Growth stocks may underperform value stocks during given 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 | 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. |
7 | Active and frequent trading of a fund may result in higher transaction costs and increased tax liability. |
8 | 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. |
9 | The Fund may invest in derivatives such as options and futures; the complexity and rapidly changing structure of derivatives markets may increase the possibility of market losses. |
10 | 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. |
11 | Applying the Fund’s ESG investment criteria may result in the selection or exclusion of securities of certain issuers for reasons other than performance, and the Fund may underperform funds that do not utilize an ESG investment strategy. The application of this strategy may affect the Fund’s exposure to certain companies, sectors, regions, countries or types of investments, which could negatively impact the Fund’s performance depending on whether such investments |
3
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| Fund Performance |
| Periods ended April 30, 2019(continued) |
| are in or out of favor. Applying ESG criteria to investment decisions is qualitative and subjective by nature, and there is no guarantee that the criteria utilized by the Subadviser or any judgment exercised by the Subadviser will reflect the beliefs or values of any particular investor. |
12 | 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. |
13 | 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. |
14 | The Fund is subject to currency risk resulting from fluctuations in exchange rates that may affect the total loss or gain on anon-U.S. Dollar investment when converted back to U.S. Dollars. |
15 | The Fund is subject to risks associated with investments inmid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies. |
16 | 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. |
17 | The Russell 2000® Growth Index measures the performance of the Russell 2000® companies with higherprice-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. |
18 | 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. |
19 | The MSCI Emerging Markets Index (Net) is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. Please go to msci.com for most current list of countries represented by the index. Unlike the Fund, the MSCI Emerging Markets 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.
Source: Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.
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.
Not FDIC insured, nor bank guaranteed. May lose value.
4
| | |
| | AMG GW&K U.S. Small Cap Growth Fund |
| | Fund Snapshots(unaudited) |
| | April 30, 2019 |
PORTFOLIO BREAKDOWN
| | | | |
Sector | | % of Net Assets | |
Health Care | | | 27.4 | |
Information Technology | | | 22.5 | |
Industrials | | | 16.7 | |
Consumer Discretionary | | | 16.1 | |
Financials | | | 7.0 | |
Materials | | | 3.0 | |
Real Estate | | | 3.0 | |
Consumer Staples | | | 1.7 | |
Energy | | | 1.2 | |
Short-Term Investments | | | 3.3 | |
Other Assets Less Liabilities | | | (1.9 | ) |
TOP TEN HOLDINGS
| | | | |
Security Name | | % of Net Assets | |
Grand Canyon Education, Inc. | | | 3.0 | |
Five Below, Inc. | | | 3.0 | |
Paylocity Holding Corp. | | | 2.5 | |
Rapid7, Inc. | | | 2.5 | |
HubSpot, Inc. | | | 2.4 | |
Mimecast, Ltd. (Jersey) | | | 2.4 | |
Fox Factory Holding Corp. | | | 2.2 | |
EPAM Systems, Inc. | | | 2.2 | |
Exponent, Inc. | | | 2.1 | |
SiteOne Landscape Supply, Inc. | | | 2.1 | |
| | | | |
Top Ten as a Group | | | 24.4 | |
| | | | |
Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.
Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.
5
| | |
| | AMG GW&K U.S. Small Cap Growth Fund |
| | Schedule of Portfolio Investments(unaudited) |
| | April 30, 2019 |
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks - 98.6% | | | | | | | | |
Consumer Discretionary - 16.1% | | | | | | | | |
Churchill Downs, Inc. | | | 4,471 | | | $ | 450,900 | |
Chuy’s Holdings, Inc.* | | | 12,265 | | | | 243,951 | |
Dave & Buster’s Entertainment, Inc.1 | | | 8,738 | | | | 496,668 | |
Five Below, Inc.* | | | 6,746 | | | | 987,547 | |
Fox Factory Holding Corp.*,1 | | | 9,424 | | | | 731,302 | |
Grand Canyon Education, Inc.* | | | 8,699 | | | | 1,008,127 | |
Lithia Motors, Inc., Class A | | | 2,600 | | | | 295,152 | |
Ollie’s Bargain Outlet Holdings, Inc.*,1 | | | 4,307 | | | | 411,922 | |
Oxford Industries, Inc. | | | 4,544 | | | | 377,425 | |
Pool Corp. | | | 1,985 | | | | 364,724 | |
Total Consumer Discretionary | | | | | | | 5,367,718 | |
Consumer Staples - 1.7% | | | | | | | | |
Performance Food Group Co.* | | | 9,058 | | | | 370,925 | |
PriceSmart, Inc.1 | | | 3,596 | | | | 215,077 | |
Total Consumer Staples | | | | | | | 586,002 | |
Energy - 1.2% | | | | | | | | |
Matador Resources Co.*,1 | | | 19,633 | | | | 386,574 | |
Financials - 7.0% | | | | | | | | |
Ameris Bancorp | | | 12,965 | | | | 472,704 | |
Encore Capital Group, Inc.*,1 | | | 8,434 | | | | 238,345 | |
Heritage Insurance Holdings, Inc. | | | 10,554 | | | | 143,957 | |
Houlihan Lokey, Inc. | | | 7,594 | | | | 374,536 | |
Pinnacle Financial Partners, Inc. | | | 8,848 | | | | 513,803 | |
Stifel Financial Corp. | | | 4,673 | | | | 278,838 | |
Texas Capital Bancshares, Inc.* | | | 1,166 | | | | 75,475 | |
Union Bankshares Corp. | | | 6,195 | | | | 226,117 | |
Total Financials | | | | | | | 2,323,775 | |
Health Care - 27.4% | | | | | | | | |
Acadia Healthcare Co., Inc.*,1 | | | 5,892 | | | | 188,662 | |
Aimmune Therapeutics, Inc.*,1 | | | 16,528 | | | | 332,874 | |
Amicus Therapeutics, Inc.* | | | 36,430 | | | | 485,976 | |
Amneal Pharmaceuticals, Inc.*,1 | | | 22,497 | | | | 289,536 | |
AtriCure, Inc.* | | | 14,940 | | | | 448,499 | |
Biohaven Pharmaceutical Holding Co., Ltd.* | | | 8,707 | | | | 521,114 | |
Bruker Corp. | | | 7,790 | | | | 300,694 | |
Cardiovascular Systems, Inc.* | | | 16,193 | | | | 575,499 | |
Catalent, Inc.* | | | 14,522 | | | | 650,876 | |
Dova Pharmaceuticals, Inc.*,1 | | | 13,690 | | | | 125,948 | |
Global Blood Therapeutics, Inc.*,1 | | | 8,509 | | | | 471,399 | |
Globus Medical, Inc., Class A* | | | 12,808 | | | | 577,513 | |
| | | | | | | | |
| | Shares | | | Value | |
GW Pharmaceuticals PLC, ADR (United Kingdom)* | | | 2,218 | | | $ | 375,530 | |
ICU Medical, Inc.* | | | 2,474 | | | | 562,835 | |
LHC Group, Inc.* | | | 3,552 | | | | 394,663 | |
Medidata Solutions, Inc.*,1 | | | 6,798 | | | | 614,131 | |
Portola Pharmaceuticals, Inc.*,1 | | | 10,557 | | | | 372,662 | |
Retrophin, Inc.*,1 | | | 12,114 | | | | 231,135 | |
Syneos Health, Inc.*,1 | | | 12,004 | | | | 563,348 | |
Vericel Corp.*,1 | | | 18,090 | | | | 307,349 | |
Wright Medical Group NV (Netherlands)* | | | 14,258 | | | | 421,609 | |
Zogenix, Inc.*,1 | | | 8,383 | | | | 326,853 | |
Total Health Care | | | | | | | 9,138,705 | |
Industrials - 16.7% | | | | | | | | |
AAR Corp. | | | 12,227 | | | | 412,906 | |
Dycom Industries, Inc.*,1 | | | 3,037 | | | | 150,605 | |
Exponent, Inc. | | | 12,459 | | | | 705,428 | |
Forrester Research, Inc. | | | 9,160 | | | | 465,878 | |
Healthcare Services Group, Inc.1 | | | 7,305 | | | | 247,274 | |
JELD-WEN Holding, Inc.* | | | 7,250 | | | | 143,187 | |
John Bean Technologies Corp.1 | | | 4,328 | | | | 475,171 | |
Knight-Swift Transportation Holdings, Inc.1 | | | 7,276 | | | | 242,655 | |
Ritchie Bros. Auctioneers, Inc. (Canada) | | | 15,305 | | | | 532,461 | |
SiteOne Landscape Supply, Inc.*,1 | | | 10,395 | | | | 699,583 | |
Spartan Motors, Inc. | | | 31,339 | | | | 291,453 | |
Sun Hydraulics Corp. | | | 5,171 | | | | 270,650 | |
Thermon Group Holdings, Inc.* | | | 13,410 | | | | 345,844 | |
Woodward, Inc. | | | 5,491 | | | | 597,970 | |
Total Industrials | | | | | | | 5,581,065 | |
Information Technology - 22.5% | | | | | | | | |
Bottomline Technologies, Inc.* | | | 5,834 | | | | 295,025 | |
Cabot Microelectronics Corp. | | | 3,124 | | | | 394,405 | |
Entegris, Inc. | | | 10,149 | | | | 414,688 | |
EPAM Systems, Inc.* | | | 4,011 | | | | 719,413 | |
ExlService Holdings, Inc.* | | | 4,627 | | | | 274,844 | |
HubSpot, Inc.*,1 | | | 4,349 | | | | 802,347 | |
MACOM Technology Solutions Holdings, Inc.* | | | 9,753 | | | | 135,469 | |
Mimecast, Ltd. (Jersey)* | | | 15,498 | | | | 798,302 | |
Paylocity Holding Corp.* | | | 8,776 | | | | 847,323 | |
Power Integrations, Inc. | | | 4,669 | | | | 368,945 | |
Rapid7, Inc.* | | | 15,480 | | | | 841,183 | |
Rogers Corp.* | | | 3,568 | | | | 597,711 | |
Silicon Laboratories, Inc.* | | | 4,801 | | | | 516,876 | |
The accompanying notes are an integral part of these financial statements.
6
| | |
| | |
| AMG GW&K U.S. Small Cap Growth Fund |
| Schedule of Portfolio Investments(continued) |
| | | | | | | | |
| | Shares | | | Value | |
Information Technology - 22.5%(continued) | | | | | | | | |
Virtusa Corp.* | | | 9,017 | | | $ | 500,894 | |
Total Information Technology | | | | | | | 7,507,425 | |
Materials - 3.0% | | | | | | | | |
Balchem Corp. | | | 6,357 | | | | 645,299 | |
PolyOne Corp. | | | 12,769 | | | | 352,935 | |
Total Materials | | | | | | | 998,234 | |
Real Estate - 3.0% | | | | | | | | |
QTS Realty Trust, Inc., Class A, REIT | | | 11,592 | | | | 525,697 | |
STAG Industrial, Inc., REIT | | | 16,262 | | | | 468,021 | |
Total Real Estate | | | | | | | 993,718 | |
Total Common Stocks (Cost $24,268,042) | | | | | | | 32,883,216 | |
| | Principal Amount | | | | |
Short-Term Investments - 3.3% | | | | | | | | |
Joint Repurchase Agreements - 1.6%2 | | | | | | | | |
JP Morgan Securities LLC, dated 04/30/19, due 05/01/19, 2.750% total to be received $538,885 (collateralized by various U.S. Treasuries, 2.125% - 2.250%, 09/30/21 - 04/30/24, totaling $549,621) | | $ | 538,844 | | | | 538,844 | |
| | | | | | | | |
| | Shares | | | Value | |
Other Investment Companies - 1.7% | | | | | | | | |
Dreyfus Government Cash Management Fund, Institutional Shares, 2.33%3 | | | 181,205 | | | $ | 181,205 | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%3 | | | 181,206 | | | | 181,206 | |
JPMorgan U.S. Government Money Market Fund, IM Shares, 2.38%3 | | | 186,697 | | | | 186,697 | |
Total Other Investment Companies | | | | | | | 549,108 | |
Total Short-Term Investments (Cost $1,087,952) | | | | | | | 1,087,952 | |
Total Investments - 101.9% (Cost $25,355,994) | | | | | | | 33,971,168 | |
Other Assets, less Liabilities - (1.9)% | | | | | | | (633,683 | ) |
Net Assets - 100.0% | | | | | | $ | 33,337,485 | |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $7,131,065 or 21.4% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements. |
2 | Cash collateral received for securities lending activity was invested in these joint repurchase agreements. |
3 | Yield shown represents the April 30, 2019, 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 |
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 April 30, 2019:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks† | | $ | 32,883,216 | | | | — | | | | — | | | $ | 32,883,216 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Joint Repurchase Agreements | | | — | | | $ | 538,844 | | | | — | | | | 538,844 | |
Other Investment Companies | | | 549,108 | | | | — | | | | — | | | | 549,108 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 33,432,324 | | | $ | 538,844 | | | | — | | | $ | 33,971,168 | |
| | | | | | | | | | | | | | | | |
† | 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. |
For the six months ended April 30, 2019, there were no transfers in or out of Level 3.
The accompanying notes are an integral part of these financial statements.
7
| | |
| | AMG GW&K Core Bond ESG Fund |
| | Fund Snapshots(unaudited) |
| | April 30, 2019 |
PORTFOLIO BREAKDOWN
| | | | |
Category | | % of Net Assets | |
U.S. Government and Agency Obligations | | | 47.0 | |
Corporate Bonds and Notes | | | 41.6 | |
Municipal Bonds | | | 8.4 | |
Short-Term Investments | | | 1.4 | |
Other Assets Less Liabilities | | | 1.6 | |
| | | | |
Rating | | % of Market Value1 | |
U.S. Government and Agency Obligations | | | 48.5 | |
Aaa | | | 1.3 | |
Aa | | | 16.9 | |
A | | | 21.8 | |
Baa | | | 11.5 | |
1 | Includes market value of long-term fixed-income securities only. |
TOP TEN HOLDINGS
| | | | |
Security Name | | % of Net Assets | |
United States Treasury Notes, 2.000%, 11/30/22 | | | 5.3 | |
United States Treasury Bonds, 4.500%, 02/15/36 | | | 4.0 | |
FNMA, 4.500%, 06/01/41 | | | 2.7 | |
FNMA, 4.000%, 12/01/33 | | | 2.6 | |
FNMA, 4.500%, 04/01/39 | | | 2.6 | |
FNMA, 4.500%, 04/01/39 | | | 2.6 | |
FNMA, 5.000%, 02/01/34 | | | 2.5 | |
FNMA, 4.500%, 06/01/46 | | | 2.3 | |
United States Treasury Notes, 6.250%, 08/15/23 | | | 2.2 | |
FNMA, 5.000%, 08/01/40 | | | 2.1 | |
| | | | |
Top Ten as a Group | | | 28.9 | |
| | | | |
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.
8
| | |
| | AMG GW&K Core Bond ESG Fund |
| | Schedule of Portfolio Investments(unaudited) |
| | April 30, 2019 |
| | | | | | | | |
| | Principal Amount | | | Value | |
Corporate Bonds and Notes—41.6% | | | | | | | | |
Financials—17.4% | | | | | | | | |
Aircastle, Ltd. 4.125%, 05/01/24 | | $ | 3,421,000 | | | $ | 3,431,571 | |
American Tower Corp. 3.375%, 10/15/26 | | | 1,809,000 | | | | 1,785,958 | |
Bank of America Corp., MTN 3.875%, 08/01/25 | | | 3,911,000 | | | | 4,051,629 | |
Berkshire Hathaway, Inc. 3.125%, 03/15/26 | | | 3,480,000 | | | | 3,501,989 | |
Citigroup, Inc. (3 month LIBOR + 1.023%) 4.044%, 06/01/241 | | | 3,852,000 | | | | 3,978,110 | |
The Goldman Sachs Group, Inc. 3.500%, 11/16/26 | | | 3,500,000 | | | | 3,453,756 | |
Host Hotels & Resorts, LP Series C 4.750%, 03/01/23 | | | 2,654,000 | | | | 2,779,724 | |
JPMorgan Chase & Co. 2.950%, 10/01/26 | | | 2,435,000 | | | | 2,385,167 | |
Morgan Stanley, GMTN 5.500%, 07/28/21 | | | 2,122,000 | | | | 2,240,645 | |
National Rural Utilities Cooperative Finance Corp., MTN 3.250%, 11/01/25 | | | 2,313,000 | | | | 2,357,164 | |
Simon Property Group LP 3.300%, 01/15/26 | | | 2,320,000 | | | | 2,339,302 | |
US Bancorp, MTN 2.950%, 07/15/22 | | | 4,546,000 | | | | 4,571,636 | |
Visa, Inc., MTN 3.150%, 12/14/25 | | | 2,890,000 | | | | 2,934,923 | |
Total Financials | | | | | | | 39,811,574 | |
Industrials—24.2% | | | | | | | | |
Advocate Health & Hospitals Corp. 4.272%, 08/15/48 | | | 2,235,000 | | | | 2,342,702 | |
AT&T, Inc. 4.250%, 03/01/27 | | | 4,424,000 | | | | 4,596,351 | |
Automatic Data Processing, Inc. 3.375%, 09/15/25 | | | 3,366,000 | | | | 3,476,726 | |
Burlington Northern Santa Fe LLC 6.150%, 05/01/37 | | | 2,213,000 | | | | 2,839,510 | |
CVS Health Corp. 5.125%, 07/20/45 | | | 2,153,000 | | | | 2,143,819 | |
Exelon Corp. 3.400%, 04/15/26 | | | 995,000 | | | | 998,483 | |
Fidelity National Information Services, Inc. 5.000%, 10/15/25 | | | 2,115,000 | | | | 2,303,675 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
The George Washington University Series 2018 4.126%, 09/15/48 | | $ | 3,379,000 | | | $ | 3,557,233 | |
Georgia-Pacific LLC 8.000%, 01/15/24 | | | 1,810,000 | | | | 2,207,642 | |
HCA, Inc. 5.000%, 03/15/24 | | | 2,719,000 | | | | 2,881,609 | |
International Paper Co. 3.000%, 02/15/27 | | | 4,280,000 | | | | 4,109,437 | |
Kaiser Foundation Hospitals 3.150%, 05/01/27 | | | 2,348,000 | | | | 2,344,901 | |
McDonald’s Corp., MTN 3.700%, 01/30/26 | | | 2,830,000 | | | | 2,913,216 | |
Microsoft Corp. 3.750%, 02/12/45 | | | 2,898,000 | | | | 2,930,154 | |
Oracle Corp. 3.800%, 11/15/37 | | | 2,305,000 | | | | 2,289,974 | |
RELX Capital, Inc. 4.000%, 03/18/29 | | | 2,270,000 | | | | 2,320,052 | |
Rockwell Automation, Inc. 3.500%, 03/01/29 | | | 2,248,000 | | | | 2,305,571 | |
Verizon Communications, Inc. 3.875%, 02/08/29 | | | 4,510,000 | | | | 4,670,680 | |
Walmart, Inc. 4.050%, 06/29/48 | | | 1,673,000 | | | | 1,762,631 | |
The Walt Disney Co., MTN 2.950%, 06/15/27 | | | 2,390,000 | | | | 2,389,872 | |
Total Industrials | | | | | | | 55,384,238 | |
Total Corporate Bonds and Notes (Cost $94,563,234) | | | | 95,195,812 | |
Municipal Bonds—8.4% | | | | | | | | |
Los Angeles Unified School District School Improvements 5.750%, 07/01/34 | | | 3,155,000 | | | | 3,912,799 | |
State of California 7.550%, 04/01/39 | | | 3,005,000 | | | | 4,597,830 | |
University of California 3.349%, 07/01/29 | | | 2,830,000 | | | | 2,881,563 | |
New Jersey Transportation Trust Fund Authority 5.754%, 12/15/28 | | | 2,520,000 | | | | 2,806,373 | |
Metropolitan Transportation Authority 6.687%, 11/15/40 | | | 2,025,000 | | | | 2,722,633 | |
JobsOhio Beverage System 4.532%, 01/01/35 | | | 2,090,000 | | | | 2,346,506 | |
Total Municipal Bonds (Cost $18,969,833) | | | | | | | 19,267,704 | |
The accompanying notes are an integral part of these financial statements.
9
| | |
| | |
| AMG GW&K Core Bond ESG Fund |
| Schedule of Portfolio Investments(continued) |
| | | | | | | | |
| | Principal Amount | | | Value | |
U.S. Government and Agency Obligations—47.0% | | | | | |
Fannie Mae—27.5% | | | | | | | | |
FNMA | | | | | | | | |
3.000%, 09/01/46 to 11/01/46 | | $ | 3,267,809 | | | $ | 3,235,932 | |
3.500%, 03/01/30 to 02/01/46 | | | 7,584,049 | | | | 7,739,460 | |
4.000%, 12/01/33 to 02/01/47 | | | 13,173,501 | | | | 13,726,243 | |
4.500%, 04/01/39 to 06/01/46 | | | 25,166,755 | | | | 26,665,441 | |
5.000%, 02/01/34 to 08/01/40 | | | 10,758,620 | | | | 11,561,679 | |
Total Fannie Mae | | | | | | | 62,928,755 | |
Freddie Mac—7.0% | | | | | | | | |
FHLMC Gold Pool | | | | | | | | |
3.000%, 06/01/43 | | | 362,207 | | | | 359,968 | |
3.500%, 07/01/32 to 05/01/44 | | | 2,918,895 | | | | 2,987,254 | |
4.000%, 05/01/26 | | | 188,064 | | | | 194,857 | |
5.000%, 01/01/40 to 07/01/44 | | | 5,273,758 | | | | 5,698,172 | |
FHLMC Multifamily Structured Pass Through Certificates | | | | | | | | |
Series K071, Class A2 3.286%, 11/25/27 | | | 3,243,000 | | | | 3,330,872 | |
Series K062, Class A2 3.413%, 12/25/26 | | | 513,000 | | | | 532,116 | |
Series K063, Class A2 3.430%, 01/25/272 | | | 2,950,000 | | | | 3,063,206 | |
Total Freddie Mac | | | | | | | 16,166,445 | |
U.S. Treasury Obligations—12.5% | | | | | | | | |
United States Treasury Notes 1.750%, 03/31/22 | | | 2,307,000 | | | | 2,275,549 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
United States Treasury Notes | | | | | | | | |
2.000%, 11/30/22 | | $ | 12,121,000 | | | $ | 12,015,888 | |
6.250%, 08/15/23 | | | 4,349,000 | | | | 5,050,701 | |
United States Treasury Bonds 4.500%, 02/15/36 | | | 7,361,000 | | | | 9,182,848 | |
Total U.S. Treasury Obligations | | | | | | | 28,524,986 | |
Total U.S. Government and Agency Obligations (Cost $108,801,253) | | | | | | | 107,620,186 | |
| | |
| | Shares | | | | |
Short-Term Investments—1.4% | | | | | | | | |
Other Investment Companies—1.4% | | | | | | | | |
Dreyfus Government Cash Management Fund, Institutional Shares, 2.33%3 | | | 1,037,635 | | | | 1,037,635 | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%3 | | | 1,037,636 | | | | 1,037,636 | |
JPMorgan U.S. Government Money Market Fund, IM Shares, 2.38%3 | | | 1,069,080 | | | | 1,069,080 | |
Total Short-Term Investments (Cost $3,144,351) | | | | | | | 3,144,351 | |
Total Investments—98.4% (Cost $225,478,671) | | | | | | | 225,228,053 | |
Other Assets, less Liabilities—1.6% | | | | | | | 3,569,933 | |
Net Assets—100.0% | | | | | | $ | 228,797,986 | |
1 | Variable rate security. The rate shown is based on the latest available information as of April 30, 2019. |
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 | Yield shown represents the April 30, 2019, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage. |
| | |
FHLMC | | Freddie Mac |
FNMA | | Fannie Mae |
GMTN | | Global Medium-Term Notes |
LIBOR | | London Interbank Offered Rate |
MTN | | Medium-Term Note |
The accompanying notes are an integral part of these financial statements.
10
| | |
| | |
| AMG GW&K Core Bond ESG 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 April 30, 2019:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Corporate Bonds and Notes† | | | — | | | $ | 95,195,812 | | | | — | | | $ | 95,195,812 | |
Municipal Bonds | | | — | | | | 19,267,704 | | | | — | | | | 19,267,704 | |
U.S. Government and Agency Obligations† | | | — | | | | 107,620,186 | | | | — | | | | 107,620,186 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Other Investment Companies | | $ | 3,144,351 | | | | — | | | | — | | | | 3,144,351 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 3,144,351 | | | $ | 222,083,702 | | | | — | | | $ | 225,228,053 | |
| | | | | | | | | | | | | | | | |
��
† | 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. |
For the six months ended April 30, 2019, there were no transfers in or out of Level 3.
The accompanying notes are an integral part of these financial statements.
11
| | |
| | |
| AMG GW&K Trilogy Emerging Wealth Equity Fund |
| Fund Snapshots(unaudited) |
| | April 30, 2019 |
PORTFOLIO BREAKDOWN
| | | | |
Sector | | % of Net Assets | |
Consumer Discretionary | | | 32.1 | |
Financials | | | 26.7 | |
Information Technology | | | 9.6 | |
Communication Services | | | 9.2 | |
Consumer Staples | | | 9.1 | |
Health Care | | | 4.7 | |
Materials | | | 3.1 | |
Industrials | | | 2.7 | |
Short-Term Investments | | | 4.5 | |
Other Assets Less Liabilities | | | (1.7 | ) |
TOP TEN HOLDINGS
| | | | |
Security Name | | % of Net Assets | |
Alibaba Group Holding, Ltd., Sponsored ADR (China) | | | 6.3 | |
Sands China, Ltd. (Macau) | | | 5.3 | |
Ping An Insurance Group Co. of China, Ltd., Class H (China) | | | 5.2 | |
Infineon Technologies AG (Germany) | | | 4.8 | |
HDFC Bank, Ltd., ADR (India) | | | 4.6 | |
Sberbank of Russia PJSC, Sponsored ADR (Russia) | | | 4.3 | |
Tencent Holdings, Ltd. (China) | | | 4.0 | |
QUALCOMM, Inc. | | | 3.9 | |
AIA Group, Ltd. (Hong Kong) | | | 3.8 | |
Yum China Holdings, Inc. (China) | | | 3.5 | |
| | | | |
Top Ten as a Group | | | 45.7 | |
| | | | |
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.
12
| | |
| | AMG GW&K Trilogy Emerging Wealth Equity Fund |
| | Schedule of Portfolio Investments(unaudited) |
| | April 30, 2019 |
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks—97.2% | | | | | | | | |
Communication Services—9.2% | | | | | |
Baidu, Inc., Sponsored ADR (China)* | | | 10,841 | | | $ | 1,802,100 | |
Bharti Infratel, Ltd. (India) | | | 59,300 | | | | 223,901 | |
iQIYI, Inc., ADR (Cayman Islands)*,1 | | | 30,393 | | | | 671,989 | |
MultiChoice Group, Ltd. (South Africa)* | | | 32,198 | | | | 289,118 | |
Tencent Holdings, Ltd. (China) | | | 76,600 | | | | 3,775,435 | |
Tencent Music Entertainment Group, ADR (Cayman Islands)*,1 | | | 13,959 | | | | 240,095 | |
The Walt Disney Co. (United States) | | | 1,911 | | | | 261,750 | |
Zee Entertainment Enterprises, Ltd. (India) | | | 228,448 | | | | 1,421,179 | |
Total Communication Services | | | | 8,685,567 | |
Consumer Discretionary—32.1% | | | | | |
Alibaba Group Holding, Ltd., Sponsored ADR (China)*,1 | | | 32,211 | | | | 5,977,395 | |
Booking Holdings, Inc. (United States)* | | | 345 | | | | 639,972 | |
Ctrip.com International, Ltd., ADR (China)* | | | 68,945 | | | | 3,037,027 | |
Eicher Motors, Ltd. (India) | | | 4,660 | | | | 1,365,120 | |
Hermes International (France) | | | 475 | | | | 334,195 | |
Huazhu Group Ltd., ADR (China)1 | | | 14,281 | | | | 605,514 | |
LVMH Moet Hennessy Louis Vuitton SE (France) | | | 3,035 | | | | 1,191,598 | |
MakeMyTrip, Ltd. (India)* | | | 42,579 | | | | 1,073,417 | |
Maruti Suzuki India, Ltd. (India) | | | 17,588 | | | | 1,685,273 | |
Moncler SpA (Italy) | | | 17,382 | | | | 714,651 | |
Naspers, Ltd., N Shares (South Africa) | | | 2,498 | | | | 642,612 | |
New Oriental Education & Technology Group, Inc., Sponsored ADR (China)* | | | 12,458 | | | | 1,189,241 | |
NIKE, Inc., Class B (United States) | | | 3,316 | | | | 291,244 | |
Samsonite International, S.A. (United States)2 | | | 849,600 | | | | 2,436,635 | |
Sands China, Ltd. (Macau) | | | 898,800 | | | | 4,947,140 | |
Starbucks Corp. (United States) | | | 2,976 | | | | 231,176 | |
Tiffany & Co. (United States)1 | | | 5,551 | | | | 598,509 | |
Yum China Holdings, Inc. (China) | | | 70,074 | | | | 3,331,318 | |
Total Consumer Discretionary | | | | 30,292,037 | |
Consumer Staples—9.1% | | | | | |
Kimberly-Clark de Mexico, SAB de CV, Class A (Mexico) | | | 119,700 | | | | 206,722 | |
Kweichow Moutai Co., Ltd., Class A (China) | | | 13,793 | | | | 1,994,599 | |
LG Household & Health Care, Ltd. (South Korea) | | | 2,329 | | | | 2,837,949 | |
Shoprite Holdings, Ltd. (South Africa) | | | 80,600 | | | | 972,923 | |
Unilever, N.V. (United Kingdom) | | | 2,989 | | | | 180,849 | |
Wal-Mart de Mexico, SAB de CV (Mexico) | | | 353,500 | | | | 1,038,623 | |
Wuliangye Yibin Co., Ltd., Class A (China) | | | 88,503 | | | | 1,344,296 | |
Total Consumer Staples | | | | 8,575,961 | |
| | | | | | | | |
| | Shares | | | Value | |
Financials—26.7% | | | | | | | | |
AIA Group, Ltd. (Hong Kong) | | | 353,000 | | | $ | 3,614,521 | |
Bank Mandiri Persero Tbk PT (Indonesia)* | | | 1,262,400 | | | | 687,761 | |
China Construction Bank Corp., Class H (China) | | | 1,859,900 | | | | 1,639,624 | |
China Merchants Bank Co., Ltd., Class H (China) | | | 331,500 | | | | 1,640,596 | |
Credicorp, Ltd. (Peru) | | | 854 | | | | 202,312 | |
Grupo Financiero Banorte, S.A.B de CV (Mexico) | | | 316,300 | | | | 2,004,138 | |
HDFC Bank, Ltd., ADR (India) | | | 37,868 | | | | 4,341,566 | |
Kotak Mahindra (India) | | | 70,321 | | | | 1,402,411 | |
Noah Holdings, Ltd., ADR (China)*,1 | | | 13,364 | | | | 726,200 | |
Ping An Insurance Group Co. of China, Ltd., Class H (China) | | | 407,500 | | | | 4,932,651 | |
Sberbank of Russia PJSC, Sponsored ADR (Russia) | | | 280,351 | | | | 4,018,528 | |
Total Financials | | | | | | | 25,210,308 | |
Health Care—4.7% | | | | | | | | |
China Resources Sanjiu Medical & Pharmaceutical Co., Ltd., Class A (China) | | | 502,291 | | | | 2,200,184 | |
CSPC Pharmaceutical Group, Ltd. (China) | | | 114,000 | | | | 220,046 | |
Jiangsu Hengrui Medicine Co., Ltd., Class A (China) | | | 7,200 | | | | 70,349 | |
Jiangsu Hengrui Medicine Co., Ltd., Class A (China) | | | 43,680 | | | | 426,783 | |
Novo Nordisk A/S, Class B (Denmark) | | | 11,229 | | | | 550,160 | |
Ping An Healthcare and Technology Co., Ltd. (China)*,1,2 | | | 120,000 | | | | 588,728 | |
Yunnan Baiyao Group Co., Ltd., Class A (China) | | | 30,257 | | | | 397,818 | |
Total Health Care | | | | | | | 4,454,068 | |
Industrials—2.7% | | | | | | | | |
Copa Holdings, S.A., Class A (Panama) | | | 8,771 | | | | 730,274 | |
FANUC Corp. (Japan) | | | 7,800 | | | | 1,465,429 | |
Havells India, Ltd. (India) | | | 35,971 | | | | 400,552 | |
Total Industrials | | | | | | | 2,596,255 | |
Information Technology—9.6% | | | | | |
Infineon Technologies AG (Germany) | | | 190,495 | | | | 4,515,813 | |
Mastercard, Inc., Class A (United States) | | | 3,131 | | | | 796,025 | |
QUALCOMM, Inc. (United States) | | | 43,036 | | | | 3,706,691 | |
Total Information Technology | | | | 9,018,529 | |
Materials—3.1% | | | | | | | | |
Asian Paints, Ltd. (India) | | | 50,574 | | | | 1,063,896 | |
Chr Hansen Holding A/S (Denmark) | | | 11,174 | | | | 1,141,771 | |
Novozymes A/S (Denmark) | | | 15,250 | | | | 711,799 | |
Total Materials | | | | | | | 2,917,466 | |
Total Common Stocks (Cost $78,039,354) | | | | | | | 91,750,191 | |
The accompanying notes are an integral part of these financial statements.
13
| | |
| | |
| AMG GW&K Trilogy Emerging Wealth Equity Fund |
| Schedule of Portfolio Investments(continued) |
| | | | | | | | |
| | Principal Amount | | | Value | |
Short-Term Investments—4.5% | | | | | |
Joint Repurchase Agreements—1.9%3 | | | | | |
BNP Paribas SA, dated 04/30/19, due 05/01/19, 2.700% total to be received $814,620 (collateralized by various U.S. Treasuries, 0.000% - 8.750%, 05/21/19 - 09/09/49, totaling $830,850) | | $ | 814,559 | | | $ | 814,559 | |
RBC Dominion Securities, Inc., dated 04/30/19, due 05/01/19, 2.720% total to be received $1,000,076 (collateralized by various U.S. Government Agency Obligations, 2.652% - 7.000%, 04/01/34 - 04/20/49, totaling $1,020,000) | | | 1,000,000 | | | | 1,000,000 | |
Total Joint Repurchase Agreements | | | | 1,814,559 | |
| | |
| | Shares | | | | |
Other Investment Companies—2.6% | | | | | | | | |
Dreyfus Government Cash Management Fund, Institutional Shares, 2.33%4 | | | 816,271 | | | | 816,271 | |
| | | | | | | | |
| | Shares | | | Value | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%4 | | | 816,271 | | | $ | 816,271 | |
JPMorgan U.S. Government Money Market Fund, IM Shares, 2.38%4 | | | 841,006 | | | | 841,006 | |
Total Other Investment Companies | | | | | | | 2,473,548 | |
Total Short-Term Investments (Cost $4,288,107) | | | | | | | 4,288,107 | |
Total Investments—101.7% (Cost $82,327,461) | | | | | | | 96,038,298 | |
Other Assets, less Liabilities—(1.7)% | | | | (1,637,710 | ) |
Net Assets—100.0% | | | | | | $ | 94,400,588 | |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $8,870,521 or 9.4% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements. |
2 | Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified buyers. At April 30, 2019, the value of these securities amounted to $3,025,363 or 3.2% of net assets. |
3 | Cash collateral received for securities lending activity was invested in these joint repurchase agreements. |
4 | Yield shown represents the April 30, 2019, 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
The accompanying notes are an integral part of these financial statements.
14
| | |
| | |
| AMG GW&K Trilogy Emerging Wealth 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 April 30, 2019:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 21 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Consumer Discretionary | | $ | 16,974,813 | | | $ | 13,317,224 | | | | — | | | $ | 30,292,037 | |
Financials | | | 7,274,216 | | | | 17,936,092 | | | | — | | | | 25,210,308 | |
Information Technology | | | 4,502,716 | | | | 4,515,813 | | | | — | | | | 9,018,529 | |
Communication Services | | | 3,265,052 | | | | 5,420,515 | | | | — | | | | 8,685,567 | |
Consumer Staples | | | 1,245,345 | | | | 7,330,616 | | | | — | | | | 8,575,961 | |
Health Care | | | — | | | | 4,454,068 | | | | — | | | | 4,454,068 | |
Materials | | | — | | | | 2,917,466 | | | | — | | | | 2,917,466 | |
Industrials | | | 730,274 | | | | 1,865,981 | | | | — | | | | 2,596,255 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Joint Repurchase Agreements | | | — | | | | 1,814,559 | | | | — | | | | 1,814,559 | |
Other Investment Companies | | | 2,473,548 | | | | — | | | | — | | | | 2,473,548 | |
Total Investments in Securities | | $ | 36,465,964 | | | $ | 59,572,334 | | | | — | | | $ | 96,038,298 | |
1 | An external pricing service is used to reflect any impact on security value due to market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets. |
For the six months ended April 30, 2019, there were no transfers in or out of Level 3.
| | | | |
Country | | % of Long-Term Investments | |
Cayman Islands | | | 1.0 | |
China | | | 39.1 | |
Denmark | | | 2.6 | |
France | | | 1.7 | |
Germany | | | 4.9 | |
Hong Kong | | | 3.9 | |
India | | | 14.1 | |
Indonesia | | | 0.8 | |
Italy | | | 0.8 | |
Japan | | | 1.6 | |
Macau | | | 5.4 | |
| | | | |
Country | | % of Long-Term Investments | |
Mexico | | | 3.5 | |
Panama | | | 0.8 | |
Peru | | | 0.2 | |
Russia | | | 4.4 | |
South Africa | | | 2.1 | |
South Korea | | | 3.1 | |
United Kingdom | | | 0.2 | |
United States | | | 9.8 | |
| | | | |
| | | 100.0 | |
| | | | |
The accompanying notes are an integral part of these financial statements.
15
| | |
| | |
| AMG GW&K Trilogy Emerging Markets Equity Fund |
| Fund Snapshots(unaudited) |
| | April 30, 2019 |
PORTFOLIO BREAKDOWN
| | | | |
Sector | | % of Net Assets | |
Financials | | | 28.0 | |
Consumer Discretionary | | | 21.0 | |
Information Technology | | | 15.3 | |
Communication Services | | | 11.0 | |
Consumer Staples | | | 9.3 | |
Industrials | | | 4.9 | |
Health Care | | | 3.9 | |
Energy | | | 2.8 | |
Materials | | | 2.5 | |
Real Estate | | | 0.4 | |
Short-Term Investments | | | 5.0 | |
Other Assets Less Liabilities | | | (4.1 | ) |
TOP TEN HOLDINGS
| | | | |
Security Name | | % of Net Assets | |
Alibaba Group Holding, Ltd., Sponsored ADR (China) | | | 5.4 | |
Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan) | | | 4.9 | |
Samsung Electronics Co., Ltd. (South Korea) | | | 4.2 | |
Baidu, Inc., Sponsored ADR (China) | | | 3.4 | |
Naspers, Ltd., N Shares (South Africa) | | | 3.3 | |
Tencent Holdings, Ltd. (China) | | | 3.0 | |
Sberbank of Russia PJSC, Sponsored ADR (Russia) | | | 2.9 | |
Ping An Insurance Group Co. of China, Ltd., Class H (China) | | | 2.7 | |
Banco Bradesco, S.A., ADR (Brazil) | | | 2.1 | |
Kweichow Moutai Co., Ltd., Class A (China) | | | 2.0 | |
| | | | |
Top Ten as a Group | | | 33.9 | |
| | | | |
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.
16
| | |
| | AMG GW&K Trilogy Emerging Markets Equity Fund |
| Schedule of Portfolio Investments(unaudited) |
| April 30, 2019 |
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks—99.1% | | | | | | | | |
Communication Services—11.0% | | | | | |
Baidu, Inc., Sponsored ADR (China)* | | | 39,120 | | | $ | 6,502,918 | |
Bharti Infratel, Ltd. (India) | | | 90,099 | | | | 340,190 | |
iQIYI, Inc., ADR (Cayman Islands)*,1 | | | 78,688 | | | | 1,739,792 | |
MultiChoice Group, Ltd. (South Africa)* | | | 128,573 | | | | 1,154,506 | |
NetEase, Inc., ADR (China) | | | 5,856 | | | | 1,666,208 | |
Telekomunikasi Indonesia Persero Tbk PT (Indonesia) | | | 3,383,347 | | | | 900,942 | |
Tencent Holdings, Ltd. (China) | | | 115,300 | | | | 5,682,867 | |
Tencent Music Entertainment Group, ADR (Cayman Islands)*,1 | | | 73,792 | | | | 1,269,222 | |
Zee Entertainment Enterprises, Ltd. (India) | | | 293,907 | | | | 1,828,401 | |
Total Communication Services | | | | 21,085,046 | |
Consumer Discretionary—21.0% | | | | | |
Alibaba Group Holding, Ltd., Sponsored ADR (China)*,1 | | | 55,791 | | | | 10,353,136 | |
Ctrip.com International, Ltd., ADR (China)* | | | 55,926 | | | | 2,463,540 | |
Feng TAY Enterprise Co., Ltd. (Taiwan) | | | 363,600 | | | | 2,948,267 | |
Hanon Systems (South Korea) | | | 148,299 | | | | 1,594,637 | |
MakeMyTrip, Ltd. (India)* | | | 50,043 | | | | 1,261,584 | |
Maruti Suzuki India, Ltd. (India) | | | 12,344 | | | | 1,182,796 | |
Midea GroupCo. Ltd., Class A (China) | | | 155,200 | | | | 1,208,293 | |
Mr Price Group, Ltd. (South Africa)1 | | | 47,620 | | | | 721,687 | |
Naspers, Ltd., N Shares (South Africa) | | | 24,359 | | | | 6,266,366 | |
New Oriental Education & Technology Group, Inc., Sponsored ADR (China)* | | | 19,589 | | | | 1,869,966 | |
Sands China, Ltd. (Macau) | | | 580,847 | | | | 3,197,075 | |
Shanghai Jinjiang International Hotels Development Co., Ltd. (China) | | | 186,100 | | | | 745,793 | |
Shenzhou International Group Holdings, Ltd. (Cayman Islands) | | | 201,800 | | | | 2,712,359 | |
Yum China Holdings, Inc. (China) | | | 76,774 | | | | 3,649,836 | |
Total Consumer Discretionary | | | | 40,175,335 | |
Consumer Staples—9.3% | | | | | |
Bid Corp., Ltd. (South Africa) | | | 114,980 | | | | 2,430,790 | |
BIM Birlesik Magazalar AS (Turkey) | | | 86,090 | | | | 1,198,239 | |
Fomento Economico Mexicano, S.A.B de CV (Mexico) | | | 140,487 | | | | 1,373,023 | |
Inner Mongolia Yili Industrial Group Co., Ltd., Class A (China) | | | 304,200 | | | | 1,402,057 | |
Kweichow Moutai Co., Ltd., Class A (China) | | | 26,300 | | | | 3,803,230 | |
LG Household & Health Care, Ltd. (South Korea) | | | 1,725 | | | | 2,101,959 | |
Uni-President Enterprises Corp. (Taiwan) | | | 422,000 | | | | 1,002,958 | |
Wal-Mart de Mexico, SAB de CV (Mexico) | | | 745,500 | | | | 2,190,363 | |
| | | | | | | | |
| | Shares | | | Value | |
Wuliangye Yibin Co., Ltd., Class A (China) | | | 142,400 | | | $ | 2,162,953 | |
Total Consumer Staples | | | | 17,665,572 | |
Energy—2.8% | | | | | |
China Petroleum & Chemical Corp., ADR (China) | | | 14,911 | | | | 1,144,270 | |
Novatek PJSC, Sponsored GDR (Russia) | | | 11,701 | | | | 2,257,447 | |
Reliance Industries, Ltd. (India) | | | 96,800 | | | | 1,939,240 | |
Total Energy | | | | 5,340,957 | |
Financials—28.0% | | | | | |
AIA Group, Ltd. (Hong Kong) | | | 324,200 | | | | 3,319,625 | |
Banco Bradesco, S.A., ADR (Brazil) | | | 436,959 | | | | 3,958,849 | |
Banco de Chile, ADR (Chile)1 | | | 44,156 | | | | 1,298,186 | |
Bancolombia, S.A., Sponsored ADR (Colombia)1 | | | 35,885 | | | | 1,820,087 | |
Bank Mandiri Persero Tbk PT (Indonesia)* | | | 2,559,800 | | | | 1,394,590 | |
Bank Rakyat Indonesia Persero Tbk PT (Indonesia) | | | 8,328,335 | | | | 2,560,591 | |
BB Seguridade Participacoes, S.A. (Brazil) | | | 112,035 | | | | 812,026 | |
BDO Unibank, Inc. (Philippines) | | | 493,781 | | | | 1,271,278 | |
China Construction Bank Corp., Class H (China) | | | 2,025,000 | | | | 1,785,171 | |
Credicorp, Ltd. (Peru) | | | 13,493 | | | | 3,196,492 | |
Dongbu Insurance Co., Ltd. (South Korea) | | | 22,600 | | | | 1,323,323 | |
FirstRand, Ltd. (South Africa) | | | 526,364 | | | | 2,504,986 | |
Grupo Financiero Banorte, S.A.B de CV (Mexico) | | | 459,400 | | | | 2,910,848 | |
HDFC Bank, Ltd., ADR (India) | | | 15,229 | | | | 1,746,005 | |
Housing Development Finance Corp., Ltd. (India) | | | 118,033 | | | | 3,386,235 | |
Itau Unibanco Holding, S.A., Sponsored ADR (Brazil) | | | 375,276 | | | | 3,246,137 | |
Kasikornbank PCL (Thailand) | | | 285,100 | | | | 1,703,190 | |
Noah Holdings, Ltd., ADR (China)*,1 | | | 22,437 | | | | 1,219,227 | |
OTP Bank Plc (Hungary) | | | 49,809 | | | | 2,215,055 | |
Ping An Insurance Group Co. of China, Ltd., Class H (China) | | | 435,000 | | | | 5,265,529 | |
Sberbank of Russia PJSC, Sponsored ADR (Russia) | | | 381,910 | | | | 5,474,266 | |
Shinhan Financial Group Co., Ltd. (South Korea) | | | 27,191 | | | | 1,027,681 | |
Total Financials | | | | 53,439,377 | |
Health Care—3.9% | | | | | |
China Resources Sanjiu Medical & Pharmaceutical Co., Ltd., Class A (China) | | | 506,900 | | | | 2,220,372 | |
Fleury, S.A. (Brazil) | | | 342,118 | | | | 1,811,321 | |
Odontoprev, S.A. (Brazil) | | | 457,606 | | | | 1,965,287 | |
Osstem Implant Co., Ltd. (South Korea)* | | | 14,932 | | | | 740,255 | |
Richter Gedeon Nyrt (Hungary) | | | 37,183 | | | | 737,775 | |
Total Health Care | | | | 7,475,010 | |
The accompanying notes are an integral part of these financial statements.
17
| | |
| | AMG GW&K Trilogy Emerging Markets Equity Fund |
| Schedule of Portfolio Investments(continued) |
| |
| | | | | | | | |
| | Shares | | | Value | |
Industrials—4.9% | | | | | |
Adani Ports & Special Economic Zone, Ltd. (India) | | | 290,309 | | | $ | 1,639,917 | |
The Bidvest Group, Ltd. (South Africa) | | | 83,958 | | | | 1,277,010 | |
Copa Holdings, S.A., Class A (Panama) | | | 18,268 | | | | 1,520,994 | |
Doosan Bobcat, Inc. (South Korea) | | | 46,123 | | | | 1,264,732 | |
Grupo Aeroportuario del Pacifico, S.A.B de CV, Class B (Mexico) | | | 98,820 | | | | 1,001,349 | |
Shanghai International Airport Co., Ltd., Class A (China) | | | 247,669 | | | | 2,600,308 | |
Total Industrials | | | | 9,304,310 | |
Information Technology—15.3% | | | | | |
Delta Electronics, Inc. (Taiwan) | | | 406,720 | | | | 2,146,702 | |
Hangzhou Hikvision Digital Technology Co., Ltd., Class A (China) | | | 131,200 | | | | 638,066 | |
Hon Hai Precision Industry Co., Ltd. (Taiwan) | | | 820,224 | | | | 2,309,200 | |
Infosys, Ltd., Sponsored ADR (India)1 | | | 109,937 | | | | 1,182,922 | |
Pagseguro Digital, Ltd., Class A (Brazil)* | | | 24,814 | | | | 646,653 | |
Samsung Electronics Co., Ltd. (South Korea) | | | 207,167 | | | | 8,145,232 | |
SK Hynix, Inc. (South Korea) | | | 50,192 | | | | 3,396,532 | |
Sunny Optical Technology Group Co., Ltd. (Cayman Islands) | | | 110,700 | | | | 1,354,205 | |
Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan) | | | 1,106,632 | | | | 9,291,318 | |
Total Information Technology | | | | 29,110,830 | |
Materials—2.5% | | | | | |
Grasim Industries, Ltd. (India) | | | 42,913 | | | | 556,106 | |
Grupo Mexico, S.A.B de CV (Mexico) | | | 490,600 | | | | 1,440,144 | |
Industrias Penoles, S.A.B de CV (Mexico) | | | 69,805 | | | | 802,706 | |
LG Chem, Ltd. (South Korea) | | | 6,663 | | | | 2,066,887 | |
Total Materials | | | | 4,865,843 | |
Real Estate—0.4% | | | | | |
Emaar Malls PJSC (United Arab Emirates) | | | 1,566,234 | | | | 743,280 | |
Total Common Stocks (Cost $155,159,779) | | | | | | | 189,205,560 | |
| | |
| | Principal Amount | | | | |
Short-Term Investments—5.0% | | | | | |
Joint Repurchase Agreements—2.7%2 | |
BNP Paribas SA, dated 04/30/19, due 05/01/19, 2.700% total to be received $250,837 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 8.750%, 05/21/19 - 09/09/49, totaling $255,834) | | $ | 250,818 | | | | 250,818 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Cantor Fitzgerald Securities, Inc., dated 04/30/19, due 05/01/19, 2.760% total to be received $1,192,856 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 10.000%, 05/15/19 - 03/20/69, totaling $1,216,620) | | $ | 1,192,765 | | | $ | 1,192,765 | |
Citigroup Global Markets, Inc., dated 04/30/19, due 05/01/19, 2.770% total to be received $1,192,857 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 1.250% - 8.500%, 05/25/19 - 04/20/69, totaling $1,216,620) | | | 1,192,765 | | | | 1,192,765 | |
HSBC Securities, Inc., dated 04/30/19, due 05/01/19, 2.760% total to be received $1,192,856 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 3.000% - 5.000%, 03/01/30 - 12/01/48, totaling $1,216,620) | | | 1,192,765 | | | | 1,192,765 | |
RBC Dominion Securities, Inc., dated 04/30/19, due 05/01/19, 2.720% total to be received $1,192,855 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 2.652% - 7.000%, 04/01/34 - 04/20/49, totaling $1,216,620) | | | 1,192,765 | | | | 1,192,765 | |
Total Joint Repurchase Agreements | | | | 5,021,878 | |
| | |
| | Shares | | | | |
Other Investment Companies—2.3% | | | | | |
Dreyfus Government Cash Management Fund, Institutional Shares, 2.33%3 | | | 1,467,520 | | | | 1,467,520 | |
Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%3 | | | 1,467,520 | | | | 1,467,520 | |
JPMorgan U.S. Government Money Market Fund, IM Shares, 2.38%3 | | | 1,511,990 | | | | 1,511,990 | |
Total Other Investment Companies | | | | | | | 4,447,030 | |
Total Short-Term Investments(Cost $9,468,908) | | | | | | | 9,468,908 | |
Total Investments—104.1%(Cost $164,628,687) | | | | | | | 198,674,468 | |
Other Assets, less Liabilities—(4.1)% | | | | | | | (7,868,064 | ) |
Net Assets—100.0% | | | | | | $ | 190,806,404 | |
The accompanying notes are an integral part of these financial statements.
18
| | |
| | AMG GW&K Trilogy Emerging Markets Equity Fund |
| Schedule of Portfolio Investments(continued) |
| |
* | Non-income producing security. |
1 | Some or all of these securities, amounting to $17,773,433 or 9.3% of net assets, were out on loan to various borrowers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements. |
2 | Cash collateral received for securities lending activity was invested in these joint repurchase agreements. |
3 | Yield shown represents the April 30, 2019, 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 |
GDR | Global Depositary Receipt |
The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of April 30, 2019:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 21 | | | Level 3 | | | Total | |
Investments in Securities | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Financials | | $ | 21,531,180 | | | $ | 31,908,197 | | | | — | | | $ | 53,439,377 | |
Consumer Discretionary | | | 19,598,062 | | | | 20,577,273 | | | | — | | | | 40,175,335 | |
Information Technology | | | 1,829,575 | | | | 27,281,255 | | | | — | | | | 29,110,830 | |
Communication Services | | | 12,332,646 | | | | 8,752,400 | | | | — | | | | 21,085,046 | |
Consumer Staples | | | 4,761,625 | | | | 12,903,947 | | | | — | | | | 17,665,572 | |
Industrials | | | 2,522,343 | | | | 6,781,967 | | | | — | | | | 9,304,310 | |
Health Care | | | 3,776,608 | | | | 3,698,402 | | | | — | | | | 7,475,010 | |
Energy | | | 1,144,270 | | | | 4,196,687 | | | | — | | | | 5,340,957 | |
Materials | | | 2,242,850 | | | | 2,622,993 | | | | — | | | | 4,865,843 | |
Real Estate | | | — | | | | 743,280 | | | | — | | | | 743,280 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Joint Repurchase Agreements | | | — | | | | 5,021,878 | | | | — | | | | 5,021,878 | |
Other Investment Companies | | | 4,447,030 | | | | — | | | | — | | | | 4,447,030 | |
| | | | | | | | | | | | | | | | |
Total Investments in Securities | | $ | 74,186,189 | | | $ | 124,488,279 | | | | — | | | $ | 198,674,468 | |
| | | | | | | | | | | | | | | | |
1 | An external pricing service is used to reflect any impact on security value due to market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets. |
For the six months ended April 30, 2019, there were no transfers in or out of Level 3.
| | | | |
Country | | % of Long-Term Investments | |
Brazil | | | 6.6 | |
Cayman Islands | | | 3.7 | |
Chile | | | 0.7 | |
China | | | 29.8 | |
Colombia | | | 1.0 | |
Hong Kong | | | 1.7 | |
Hungary | | | 1.6 | |
India | | | 8.0 | |
Indonesia | | | 2.6 | |
Macau | | | 1.7 | |
Mexico | | | 5.1 | |
Panama | | | 0.8 | |
| | | | |
Country | | % of Long-Term Investments | |
Peru | | | 1.7 | |
Philippines | | | 0.7 | |
Russia | | | 4.1 | |
South Africa | | | 7.6 | |
South Korea | | | 11.4 | |
Taiwan | | | 9.3 | |
Thailand | | | 0.9 | |
Turkey | | | 0.6 | |
United Arab Emirates | | | 0.4 | |
| | | | |
| | | 100.0 | |
| | | | |
The accompanying notes are an integral part of these financial statements.
19
| | |
| | |
| Statement of Assets and Liabilities(unaudited) |
| April 30, 2019 |
| | | | | | | | | | | | | | | | |
| | AMG GW&K U.S. Small Cap Growth Fund | | | AMG GW&K Core Bond ESG Fund | | | AMG GW&K Trilogy Emerging Wealth Equity Fund | | | AMG GW&K Trilogy Emerging Markets Equity Fund | |
Assets: | | | | | | | | | | | | | | | | |
Investments at value1(including securities on loan valued at $7,131,065, $0, $8,870,521, and $17,773,433, respectively) | | $ | 33,971,168 | | | $ | 225,228,053 | | | $ | 96,038,298 | | | $ | 198,674,468 | |
Foreign currency3 | | | — | | | | — | | | | 427,800 | | | | 1,239,688 | |
Receivable for investments sold | | | 209,400 | | | | 2,322,469 | | | | — | | | | 1,744,251 | |
Dividend, interest and other receivables | | | 7,198 | | | | 1,687,787 | | | | 58,399 | | | | 247,783 | |
Receivable for Fund shares sold | | | 1,907 | | | | 33,857 | | | | 749,769 | | | | 111,222 | |
Receivable from affiliate | | | 9,144 | | | | 14,132 | | | | — | | | | — | |
Prepaid expenses and other assets | | | 24,729 | | | | 28,784 | | | | 31,982 | | | | 30,562 | |
Total assets | | | 34,223,546 | | | | 229,315,082 | | | | 97,306,248 | | | | 202,047,974 | |
Liabilities: | | | | | | | | | | | | | | | | |
Payable upon return of securities loaned | | | 538,844 | | | | — | | | | 1,814,559 | | | | 5,021,878 | |
Payable for investments purchased | | | 263,885 | | | | — | | | | 840,807 | | | | 3,393,778 | |
Payable for Fund shares repurchased | | | 22,383 | | | | 340,334 | | | | 113,963 | | | | 2,639,889 | |
Payable for foreign capital gains tax | | | — | | | | — | | | | 31,161 | | | | — | |
Accrued expenses: | | | | | | | | | | | | | | | | |
Investment advisory and management fees | | | 18,819 | | | | 56,628 | | | | 41,125 | | | | 85,466 | |
Administrative fees | | | 4,033 | | | | 28,314 | | | | 11,216 | | | | 23,309 | |
Distribution fees | | | 4,271 | | | | 131 | | | | 458 | | | | 104 | |
Shareholder service fees | | | 3,158 | | | | 15,493 | | | | 532 | | | | 1,295 | |
Other | | | 30,668 | | | | 76,196 | | | | 51,839 | | | | 75,851 | |
Total liabilities | | | 886,061 | | | | 517,096 | | | | 2,905,660 | | | | 11,241,570 | |
Net Assets | | $ | 33,337,485 | | | $ | 228,797,986 | | | $ | 94,400,588 | | | $ | 190,806,404 | |
1Investments at cost | | $ | 25,355,994 | | | $ | 225,478,671 | | | $ | 82,327,461 | | | $ | 164,628,687 | |
3Foreign currency at cost | | | — | | | | — | | | $ | 433,190 | | | $ | 1,236,638 | |
The accompanying notes are an integral part of these financial statements.
20
| | |
| | |
| |
| Statement of Assets and Liabilities(continued) |
| | | | | | | | | | | | | | | | |
| | AMG GW&K U.S. Small Cap Growth Fund | | | AMG GW&K Core Bond ESG Fund | | | AMG GW&K Trilogy Emerging Wealth Equity Fund | | | AMG GW&K Trilogy Emerging Markets Equity Fund | |
Net Assets Represent: | | | | | | | | | | | | | | | | |
Paid-in capital | | $ | 24,329,127 | | | $ | 234,856,171 | | | $ | 77,618,777 | | | $ | 168,626,904 | |
Distributable earnings (loss) | | | 9,008,358 | | | | (6,058,185 | ) | | | 16,781,811 | | | | 22,179,500 | |
Net Assets | | $ | 33,337,485 | | | $ | 228,797,986 | | | $ | 94,400,588 | | | $ | 190,806,404 | |
Class N: | | | | | | | | | | | | | | | | |
Net Assets | | $ | 24,947,279 | | | $ | 642,124 | | | $ | 2,279,521 | | | $ | 500,812 | |
Shares outstanding | | | 6,754,882 | | | | 63,813 | | | | 183,241 | | | | 49,894 | |
Net asset value, offering and redemption price per share | | $ | 3.69 | | | $ | 10.06 | | | $ | 12.44 | | | $ | 10.04 | |
Class I: | | | | | | | | | | | | | | | | |
Net Assets | | $ | 8,216,918 | | | $ | 225,082,451 | | | $ | 3,192,390 | | | $ | 22,233,260 | |
Shares outstanding | | | 1,717,582 | | | | 22,368,607 | | | | 254,984 | | | | 2,223,948 | |
Net asset value, offering and redemption price per share | | $ | 4.78 | | | $ | 10.06 | | | $ | 12.52 | | | $ | 10.00 | |
Class Z: | | | | | | | | | | | | | | | | |
Net Assets | | $ | 173,288 | | | $ | 3,073,411 | | | $ | 88,928,677 | | | $ | 168,072,332 | |
Shares outstanding | | | 36,136 | | | | 305,598 | | | | 7,130,056 | | | | 16,891,808 | |
Net asset value, offering and redemption price per share | | $ | 4.80 | | | $ | 10.06 | | | $ | 12.47 | | | $ | 9.95 | |
The accompanying notes are an integral part of these financial statements.
21
| | |
| | |
| Statement of Operations(unaudited) |
| For the six months ended April 30, 2019 |
| | | | | | | | | | | | | | | | |
| | AMG GW&K U.S. Small Cap Growth Fund | | | AMG GW&K Core Bond ESG Fund | | | AMG GW&K Trilogy Emerging Wealth Equity Fund | | | AMG GW&K Trilogy Emerging Markets Equity Fund | |
Investment Income: | | | | | | | | | | | | | | | | |
Dividend income | | $ | 88,960 | | | $ | 34,423 | | | $ | 444,448 | | | $ | 1,515,819 | |
Interest income | | | — | | | | 3,542,495 | | | | 138 | | | | — | |
Securities lending income | | | 6,110 | | | | — | | | | 12,605 | | | | 21,586 | |
Foreign withholding tax | | | (867 | ) | | | — | | | | (25,084 | ) | | | (138,320 | ) |
Total investment income | | | 94,203 | | | | 3,576,918 | | | | 432,107 | | | | 1,399,085 | |
Expenses: | | | | | | | | | | | | | | | | |
Investment advisory and management fees | | | 109,336 | | | | 351,545 | | | | 205,427 | | | | 448,341 | |
Administrative fees | | | 23,429 | | | | 175,773 | | | | 56,025 | | | | 122,275 | |
Distribution fees—Class N | | | 24,002 | | | | 714 | | | | 2,537 | | | | 464 | |
Shareholder servicing fees—Class N | | | 13,915 | | | | 428 | | | | 1,522 | | | | 279 | |
Shareholder servicing fees—Class I | | | 3,759 | | | | 89,353 | | | | 1,424 | | | | 7,498 | |
Registration fees | | | 23,162 | | | | 25,165 | | | | 28,444 | | | | 26,036 | |
Professional fees | | | 13,578 | | | | 30,279 | | | | 21,559 | | | | 25,144 | |
Custodian fees | | | 8,395 | | | | 17,908 | | | | 34,967 | | | | 55,072 | |
Transfer agent fees | | | 3,297 | | | | 12,199 | | | | 1,161 | | | | 2,039 | |
Reports to shareholders | | | 3,292 | | | | 20,427 | | | | 4,929 | | | | 8,878 | |
Trustee fees and expenses | | | 1,442 | | | | 10,718 | | | | 2,946 | | | | 6,497 | |
Miscellaneous | | | 14,018 | | | | 6,453 | | | | 2,115 | | | | 2,607 | |
Repayment of prior reimbursements | | | — | | | | — | | | | 14,028 | | | | — | |
Total expenses before offsets | | | 241,625 | | | | 740,962 | | | | 377,084 | | | | 705,130 | |
Expense reimbursements | | | (46,699 | ) | | | (85,819 | ) | | | — | | | | — | |
Expense reductions | | | (7,002 | ) | | | — | | | | — | | | | — | |
Net expenses | | | 187,924 | | | | 655,143 | | | | 377,084 | | | | 705,130 | |
Net investment income (loss) | | | (93,721 | ) | | | 2,921,775 | | | | 55,023 | | | | 693,955 | |
Net Realized and Unrealized Gain: | | | | | | | | | | | | | | | | |
Net realized gain (loss) on investments | | | 803,868 | | | | (2,035,919 | ) | | | 3,241,416 | | | | (2,834,913 | ) |
Net realized loss on foreign currency transactions | | | — | | | | — | | | | (39,089 | ) | | | (58,657 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 2,666,106 | | | | 11,413,356 | | | | 15,024,429 | | | | 29,742,522 | |
Net change in unrealized appreciation/depreciation on foreign currency translations | | | — | | | | — | | | | (28,976 | ) | | | 2,448 | |
Net realized and unrealized gain | | | 3,469,974 | | | | 9,377,437 | | | | 18,197,780 | | | | 26,851,400 | |
Net increase in net assets resulting from operations | | $ | 3,376,253 | | | $ | 12,299,212 | | | $ | 18,252,803 | | | $ | 27,545,355 | |
The accompanying notes are an integral part of these financial statements.
22
| | |
| | |
| Statements of Changes in Net Assets |
| For the six months ended April 30, 2019 (unaudited) and the fiscal year ended October 31, 2018 |
| | | | | | | | | | | | | | | | |
| | AMG GW&K U.S. Small Cap Growth Fund | | | AMG GW&K Core Bond ESG Fund | |
| | April 30, 2019 | | | October 31, 2018 | | | April 30, 2019 | | | October 31, 2018 | |
Increase (Decrease) in Net Assets Resulting From Operations: | | | | | | | | | | | | | | | | |
Net investment income (loss) | | $ | (93,721 | ) | | $ | (240,628 | ) | | $ | 2,921,775 | | | $ | 6,582,045 | |
Net realized gain (loss) on investments | | | 803,868 | | | | 5,691,728 | | | | (2,035,919 | ) | | | (1,658,735 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 2,666,106 | | | | (4,046,445 | ) | | | 11,413,356 | | | | (12,727,480 | ) |
Net increase (decrease) in net assets resulting from operations | | | 3,376,253 | | | | 1,404,655 | | | | 12,299,212 | | | | (7,804,170 | ) |
Distributions to Shareholders: | | | | | | | | | | | | | | | | |
Class N | | | (4,243,943 | ) | | | (3,811,310 | ) | | | (6,168 | ) | | | (6,701 | ) |
Class I | | | (946,962 | ) | | | (1,248,740 | ) | | | (2,873,418 | ) | | | (6,491,282 | ) |
Class Z | | | (21,756 | ) | | | (18,241 | ) | | | (45,860 | ) | | | (121,411 | ) |
Total distributions to shareholders | | | (5,212,661 | ) | | | (5,078,291 | ) | | | (2,925,446 | ) | | | (6,619,394 | ) |
Capital Share Transactions:1 | | | | | | | | | | | | | | | | |
Net increase (decrease) from capital share transactions | | | 876,310 | | | | 1,359,286 | | | | (50,877,758 | ) | | | (46,865,335 | ) |
Total decrease in net assets | | | (960,098 | ) | | | (2,314,350 | ) | | | (41,503,992 | ) | | | (61,288,899 | ) |
Net Assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 34,297,583 | | | | 36,611,933 | | | | 270,301,978 | | | | 331,590,877 | |
End of period | | $ | 33,337,485 | | | $ | 34,297,583 | | | $ | 228,797,986 | | | $ | 270,301,978 | |
1 | See Note 1(g) of the Notes to Financial Statements. |
The accompanying notes are an integral part of these financial statements.
23
| | |
| | |
| Statements of Changes in Net Assets(continued) |
| For the six months ended April 30, 2019 (unaudited) and the fiscal year ended October 31, 2018 |
| | | | | | | | | | | | | | | | |
| | AMG GW&K Trilogy Emerging Wealth Equity Fund | | | AMG GW&K Trilogy Emerging Markets Equity Fund | |
| | April 30, 2019 | | | October 31, 2018 | | | April 30, 2019 | | | October 31, 2018 | |
Increase (Decrease) in Net Assets Resulting From Operations: | | | | | | | | | | | | | | | | |
Net investment income | | $ | 55,023 | | | $ | 599,084 | | | $ | 693,955 | | | $ | 2,324,220 | |
Net realized gain (loss) on investments | | | 3,202,327 | | | | 2,832,808 | | | | (2,893,570 | ) | | | 5,101,177 | |
Net change in unrealized appreciation/depreciation on investments | | | 14,995,453 | | | | (15,165,726 | ) | | | 29,744,970 | | | | (30,255,989 | ) |
Net increase (decrease) in net assets resulting from operations | | | 18,252,803 | | | | (11,733,834 | ) | | | 27,545,355 | | | | (22,830,592 | ) |
Distributions to Shareholders: | | | | | | | | | | | | | | | | |
Class N | | | (91,676 | ) | | | (1,210 | ) | | | (3,338 | ) | | | (2,438 | ) |
Class I | | | (88,034 | ) | | | (76,934 | ) | | | (214,189 | ) | | | (26,234 | ) |
Class Z | | | (3,150,911 | ) | | | (3,581,095 | ) | | | (2,095,616 | ) | | | (1,711,909 | ) |
Total distributions to shareholders | | | (3,330,621 | ) | | | (3,659,239 | ) | | | (2,313,143 | ) | | | (1,740,581 | ) |
Capital Share Transactions:1 | | | | | | | | | | | | | | | | |
Net increase from capital share transactions | | | 14,556,833 | | | | 19,158,573 | | | | 20,387,139 | | | | 36,373,294 | |
Total increase in net assets | | | 29,479,015 | | | | 3,765,500 | | | | 45,619,351 | | | | 11,802,121 | |
Net Assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 64,921,573 | | | | 61,156,073 | | | | 145,187,053 | | | | 133,384,932 | |
End of period | | $ | 94,400,588 | | | $ | 64,921,573 | | | $ | 190,806,404 | | | $ | 145,187,053 | |
| | | | | | | | | | | | |
1 | See Note 1(g) of the Notes to Financial Statements. |
The accompanying notes are an integral part of these financial statements.
24
| | |
| | AMG GW&K U.S. Small Cap Growth Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class N | | (unaudited) | | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 4.12 | | | $ | 4.68 | | | $ | 3.58 | | | $ | 18.59 | | | $ | 22.07 | | | $ | 24.06 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss1,2 | | | (0.01 | ) | | | (0.03 | ) | | | (0.03 | ) | | | (0.06 | ) | | | (0.12 | ) | | | (0.13 | ) |
Net realized and unrealized gain (loss) on investments | | | 0.30 | | | | 0.19 | | | | 1.14 | | | | (0.62 | ) | | | (0.62 | ) | | | 0.30 | |
Total income (loss) from investment operations | | | 0.29 | | | | 0.16 | | | | 1.11 | | | | (0.68 | ) | | | (0.74 | ) | | | 0.17 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net realized gain on investments | | | (0.72 | ) | | | (0.72 | ) | | | (0.01 | ) | | | (14.33 | ) | | | (2.74 | ) | | | (2.16 | ) |
Net Asset Value, End of Period | | $ | 3.69 | | | $ | 4.12 | | | $ | 4.68 | | | $ | 3.58 | | | $ | 18.59 | | | $ | 22.07 | |
Total Return2,3 | | | 11.79 | %4 | | | 3.41 | % | | | 30.91 | % | | | (4.39 | )% | | | (4.12 | )% | | | 0.57 | % |
Ratio of net expenses to average net assets | | | 1.20 | %5,6 | | | 1.17 | %6 | | | 1.23 | %6 | | | 1.36 | % | | | 1.31 | % | | | 1.31 | % |
Ratio of gross expenses to average net assets7 | | | 1.52 | %5 | | | 1.38 | % | | | 1.51 | % | | | 1.39 | % | | | 1.31 | % | | | 1.31 | % |
Ratio of net investment loss to average net assets2 | | | (0.68 | )%5 | | | (0.70 | )% | | | (0.72 | )% | | | (0.76 | )% | | | (0.58 | )% | | | (0.57 | )% |
Portfolio turnover | | | 12 | %4 | | | 36 | % | | | 24 | % | | | 106 | %8 | | | 65 | % | | | 70 | %8,9 |
Net assets end of period (000’s) omitted | | $ | 24,947 | | | $ | 24,762 | | | $ | 26,671 | | | $ | 30,977 | | | $ | 241,283 | | | $ | 336,350 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
25
| | |
| | AMG GW&K U.S. Small Cap Growth Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal years ended October 31, | |
Class I | | (unaudited) | | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 5.10 | | | $ | 5.61 | | | $ | 4.27 | | | $ | 19.30 | | | $ | 22.76 | | | $ | 24.69 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss1,2 | | | (0.01 | ) | | | (0.03 | ) | | | (0.02 | ) | | | (0.05 | ) | | | (0.07 | ) | | | (0.07 | ) |
Net realized and unrealized gain (loss) on investments | | | 0.41 | | | | 0.24 | | | | 1.37 | | | | (0.65 | ) | | | (0.65 | ) | | | 0.30 | |
Total income (loss) from investment operations | | | 0.40 | | | | 0.21 | | | | 1.35 | | | | (0.70 | ) | | | (0.72 | ) | | | 0.23 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net realized gain on investments | | | (0.72 | ) | | | (0.72 | ) | | | (0.01 | ) | | | (14.33 | ) | | | (2.74 | ) | | | (2.16 | ) |
Net Asset Value, End of Period | | $ | 4.78 | | | $ | 5.10 | | | $ | 5.61 | | | $ | 4.27 | | | $ | 19.30 | | | $ | 22.76 | |
Total Return2,3 | | | 11.70 | %4 | | | 3.78 | % | | | 31.57 | % | | | (4.27 | )% | | | (3.93 | )% | | | 0.86 | % |
Ratio of net expenses to average net assets | | | 0.98 | %5,6 | | | 0.95 | %6 | | | 1.00 | %6 | | | 1.11 | % | | | 1.06 | % | | | 1.06 | % |
Ratio of gross expenses to average net assets7 | | | 1.30 | %5 | | | 1.16 | % | | | 1.28 | % | | | 1.16 | % | | | 1.06 | % | | | 1.06 | % |
Ratio of net investment loss to average net assets2 | | | (0.46 | )%5 | | | (0.48 | )% | | | (0.49 | )% | | | (0.53 | )% | | | (0.33 | )% | | | (0.32 | )% |
Portfolio turnover | | | 12 | %4 | | | 36 | % | | | 24 | % | | | 106 | %8 | | | 65 | % | | | 70 | %8,9 |
Net assets end of period (000’s) omitted | | $ | 8,217 | | | $ | 9,381 | | | $ | 9,798 | | | $ | 11,032 | | | $ | 307,403 | | | $ | 469,518 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
26
| | |
| | AMG GW&K U.S. Small Cap Growth Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | |
| | For the six months ended April 30, 2019 | | | For the fiscal year ended October 31, | | | For the fiscal period ended October 31, | |
Class Z | | (unaudited) | | | 2018 | | | 201710 | |
Net Asset Value, Beginning of Period | | $ | 5.10 | | | $ | 5.61 | | | $ | 4.85 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | |
Net investment loss1,2 | | | (0.01 | ) | | | (0.02 | ) | | | (0.02 | ) |
Net realized and unrealized gain on investments | | | 0.43 | | | | 0.23 | | | | 0.78 | |
Total income from investment operations | | | 0.42 | | | | 0.21 | | | | 0.76 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | |
Net realized gain on investments | | | (0.72 | ) | | | (0.72 | ) | | | — | |
Net Asset Value, End of Period | | $ | 4.80 | | | $ | 5.10 | | | $ | 5.61 | |
Total Return2,3 | | | 12.12 | %4 | | | 3.78 | % | | | 15.67 | %4 |
Ratio of net expenses to average net assets | | | 0.88 | %5,6 | | | 0.85 | %6 | | | 0.89 | %5,6 |
Ratio of gross expenses to average net assets7 | | | 1.20 | %5 | | | 1.06 | % | | | 1.13 | %5 |
Ratio of net investment loss to average net assets2 | | | (0.36 | )%5 | | | (0.38 | )% | | | (0.47 | )%5 |
Portfolio turnover | | | 12 | %4 | | | 36 | % | | | 24 | %4 |
Net assets end of period (000’s) omitted | | $ | 173 | | | $ | 155 | | | $ | 143 | |
| | | | | | | | | | | | |
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 | The total return is calculated using the published Net Asset Value as of period end. |
6 | Includes reduction from broker recapture amounting to 0.02% for the six months ended April 30, 2019, 0.05% for the fiscal year ended October 31, 2018, and 0.05%, 0.05% and 0.01% for Class N, Class I and Class Z, respectively for the fiscal period ended 2017. |
7 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
8 | Portfolio turnover rate excludes securities delivered from processing a redemptionin-kind. |
9 | Portfolio turnover rate excludes securities received from processing a subscriptionin-kind. |
10 | The commencement of operations for Class Z shares was February 24, 2017. |
27
| | |
| | AMG GW&K Core Bond ESG Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 (unaudited) | | | For the fiscal years ended October 31, | | | For the fiscal period ended October 31, | |
Class N | | 2018 | | | 2017 | | | 20161 | | | 20152 | |
Net Asset Value, Beginning of Period | | $ | 9.67 | | | $ | 10.14 | | | $ | 10.26 | | | $ | 10.23 | | | $ | 10.39 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income3,4 | | | 0.11 | | | | 0.18 | | | | 0.18 | | | | 0.16 | | | | 0.08 | |
Net realized and unrealized gain (loss) on investments | | | 0.38 | | | | (0.46 | ) | | | (0.12 | ) | | | 0.28 | | | | (0.16 | ) |
Total income (loss) from investment operations | | | 0.49 | | | | (0.28 | ) | | | 0.06 | | | | 0.44 | | | | (0.08 | ) |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.10 | ) | | | (0.19 | ) | | | (0.18 | ) | | | (0.17 | ) | | | (0.08 | ) |
Net realized gain on investments | | | — | | | | — | | | | — | | | | (0.24 | ) | | | — | |
Total distributions to shareholders | | | (0.10 | ) | | | (0.19 | ) | | | (0.18 | ) | | | (0.41 | ) | | | (0.08 | ) |
Net Asset Value, End of Period | | $ | 10.06 | | | $ | 9.67 | | | $ | 10.14 | | | $ | 10.26 | | | $ | 10.23 | |
Total Return4,5 | | | 5.14 | %6 | | | (2.79 | )% | | | 0.57 | % | | | 4.44 | % | | | (0.76 | )%6 |
Ratio of net expenses to average net assets | | | 0.88 | %7 | | | 0.88 | % | | | 0.88 | % | | | 0.88 | % | | | 0.88 | %7 |
Ratio of gross expenses to average net assets8 | | | 0.95 | %7 | | | 0.93 | % | | | 0.93 | % | | | 0.97 | % | | | 0.99 | %7 |
Ratio of net investment income to average net assets4 | | | 2.17 | %7 | | | 1.88 | % | | | 1.75 | % | | | 1.51 | % | | | 1.67 | %7 |
Portfolio turnover | | | 21 | %6 | | | 17 | % | | | 18 | % | | | 48 | % | | | 175 | % |
Net assets end of period (000’s) omitted | | $ | 642 | | | $ | 502 | | | $ | 146 | | | $ | 293 | | | $ | 124 | |
| | | | | | | | | | | | | | | | | | | | |
28
| | |
| | AMG GW&K Core Bond ESG Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 (unaudited) | | | For the fiscal years ended October 31, | |
Class I | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 9.67 | | | $ | 10.15 | | | $ | 10.27 | | | $ | 10.24 | | | $ | 10.87 | | | $ | 10.63 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income3,4 | | | 0.12 | | | | 0.22 | | | | 0.21 | | | | 0.21 | | | | 0.18 | | | | 0.16 | |
Net realized and unrealized gain (loss) on investments | | | 0.39 | | | | (0.48 | ) | | | (0.12 | ) | | | 0.26 | | | | (0.11 | ) | | | 0.22 | |
Total income (loss) from investment operations | | | 0.51 | | | | (0.26 | ) | | | 0.09 | | | | 0.47 | | | | 0.07 | | | | 0.38 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.12 | ) | | | (0.22 | ) | | | (0.21 | ) | | | (0.20 | ) | | | (0.35 | ) | | | (0.14 | ) |
Net realized gain on investments | | | — | | | | — | | | | — | | | | (0.24 | ) | | | (0.35 | ) | | | — | |
Total distributions to shareholders | | | (0.12 | ) | | | (0.22 | ) | | | (0.21 | ) | | | (0.44 | ) | | | (0.70 | ) | | | (0.14 | ) |
Net Asset Value, End of Period | | $ | 10.06 | | | $ | 9.67 | | | $ | 10.15 | | | $ | 10.27 | | | $ | 10.24 | | | $ | 10.87 | |
Total Return4,5 | | | 5.35 | %6 | | | (2.59 | )% | | | 0.91 | % | | | 4.79 | % | | | 0.68 | % | | | 3.64 | % |
Ratio of net expenses to average net assets | | | 0.56 | %7 | | | 0.56 | % | | | 0.55 | % | | | 0.55 | % | | | 0.56 | % | | | 0.58 | % |
Ratio of gross expenses to average net assets8 | | | 0.63 | %7 | | | 0.61 | % | | | 0.60 | % | | | 0.65 | % | | | 0.67 | % | | | 0.67 | % |
Ratio of net investment income to average net assets4 | | | 2.49 | %7 | | | 2.20 | % | | | 2.08 | % | | | 2.01 | % | | | 1.70 | % | | | 1.46 | % |
Portfolio turnover | | | 21 | %6 | | | 17 | % | | | 18 | % | | | 48 | % | | | 175 | % | | | 177 | % |
Net assets end of period (000’s) omitted | | $ | 225,082 | | | $ | 264,795 | | | $ | 325,855 | | | $ | 414,400 | | | $ | 572,110 | | | $ | 942,956 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
29
| | |
| | AMG GW&K Core Bond ESG Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 (unaudited) | | | For the fiscal year ended October 31, | | | For the fiscal period ended October 31, | |
Class Z | | 2018 | | | 2017 | | | 20161 | | | 20152 | |
Net Asset Value, Beginning of Period | | $ | 9.67 | | | $ | 10.14 | | | $ | 10.26 | | | $ | 10.23 | | | $ | 10.39 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income3,4 | | | 0.13 | | | | 0.23 | | | | 0.22 | | | | 0.19 | | | | 0.10 | |
Net realized and unrealized gain (loss) on investments | | | 0.39 | | | | (0.47 | ) | | | (0.12 | ) | | | 0.29 | | | | (0.16 | ) |
Total income (loss) from investment operations | | | 0.52 | | | | (0.24 | ) | | | 0.10 | | | | 0.48 | | | | (0.06 | ) |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.13 | ) | | | (0.23 | ) | | | (0.22 | ) | | | (0.21 | ) | | | (0.10 | ) |
Net realized gain on investments | | | — | | | | — | | | | — | | | | (0.24 | ) | | | — | |
Total distributions to shareholders | | | (0.13 | ) | | | (0.23 | ) | | | (0.22 | ) | | | (0.45 | ) | | | (0.10 | ) |
Net Asset Value, End of Period | | $ | 10.06 | | | $ | 9.67 | | | $ | 10.14 | | | $ | 10.26 | | | $ | 10.23 | |
Total Return4,5 | | | 5.41 | %6 | | | (2.42 | )% | | | 0.98 | % | | | 4.85 | % | | | (0.58 | )%6 |
Ratio of net expenses to average net assets | | | 0.48 | %7 | | | 0.48 | % | | | 0.48 | % | | | 0.48 | % | | | 0.48 | %7 |
Ratio of gross expenses to average net assets8 | | | 0.55 | %7 | | | 0.53 | % | | | 0.53 | % | | | 0.58 | % | | | 0.59 | %7 |
Ratio of net investment income to average net assets4 | | | 2.57 | %7 | | | 2.28 | % | | | 2.15 | % | | | 1.88 | % | | | 2.05 | %7 |
Portfolio turnover | | | 21 | %6 | | | 17 | % | | | 18 | % | | | 48 | % | | | 175 | % |
Net assets end of period (000’s) omitted | | $ | 3,073 | | | $ | 5,005 | | | $ | 5,590 | | | $ | 5,668 | | | $ | 4,891 | |
| | | | | | | | | | | | | | | | | | | | |
1 | Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class I and Class Z, respectively. |
2 | Commencement of operations was on May 8, 2015. |
3 | Per share numbers have been calculated using average shares. |
4 | Total returns and net investment income would have been lower had certain expenses not been offset. |
5 | The total return is calculated using the published Net Asset Value as of period end. |
8 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
30
| | |
| | AMG GW&K Trilogy Emerging Wealth Equity Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 (unaudited) | | | For the fiscal years ended October 31, | | | For the fiscal period ended October 31, | |
Class N | | 2018 | | | 2017 | | | 20161 | | | 20152 | |
Net Asset Value, Beginning of Period | | $ | 10.38 | | | $ | 12.94 | | | $ | 10.13 | | | $ | 9.34 | | | $ | 10.00 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)3,4 | | | (0.01 | ) | | | 0.06 | | | | 0.05 | | | | 0.05 | | | | 0.04 | |
Net realized and unrealized gain (loss) on investments | | | 2.57 | | | | (1.88 | ) | | | 2.80 | | | | 0.74 | | | | (0.70 | ) |
Total income (loss) from investment operations | | | 2.56 | | | | (1.82 | ) | | | 2.85 | | | | 0.79 | | | | (0.66 | ) |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.06 | ) | | | (0.05 | ) | | | (0.04 | ) | | | — | | | | — | |
Net realized gain on investments | | | (0.44 | ) | | | (0.69 | ) | | | — | | | | — | | | | — | |
Total distributions to shareholders | | | (0.50 | ) | | | (0.74 | ) | | | (0.04 | ) | | | — | | | | — | |
Net Asset Value, End of Period | | $ | 12.44 | | | $ | 10.38 | | | $ | 12.94 | | | $ | 10.13 | | | $ | 9.34 | |
Total Return4,6 | | | 25.99 | %7 | | | (15.16 | )% | | | 28.31 | % | | | 8.46 | % | | | (6.60 | )%7 |
Ratio of net expenses to average net assets | | | 1.40 | %8,9 | | | 1.45 | %9,10 | | | 1.45 | %9,10 | | | 1.44 | % | | | 1.33 | %8 |
Ratio of gross expenses to average net assets11 | | | 1.40 | %8,9 | | | 1.45 | %9 | | | 1.45 | %9 | | | 1.53 | % | | | 1.65 | %8 |
Ratio of net investment income (loss) to average net assets4 | | | (0.24 | )%8 | | | 0.49 | % | | | 0.45 | % | | | 0.51 | % | | | 0.65 | %8 |
Portfolio turnover | | | 26 | %7 | | | 37 | % | | | 68 | % | | | 58 | % | | | 45 | %7 |
Net assets end of period (000’s) omitted | | $ | 2,280 | | | $ | 1,940 | | | $ | 10 | | | $ | 10 | | | $ | 9 | |
31
| | |
| | AMG GW&K Trilogy Emerging Wealth Equity Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 (unaudited) | | | For the fiscal years ended October 31, | | | For the fiscal period ended October 31, | |
Class I | | 2018 | | | 2017 | | | 20161 | | | 20152 | |
Net Asset Value, Beginning of Period | | $ | 10.44 | | | $ | 12.96 | | | $ | 10.14 | | | $ | 9.34 | | | $ | 10.00 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income3,4 | | | 0.00 | 5 | | | 0.09 | | | | 0.08 | | | | 0.07 | | | | 0.04 | |
Net realized and unrealized gain (loss) on investments | | | 2.59 | | | | (1.88 | ) | | | 2.81 | | | | 0.75 | | | | (0.70 | ) |
Total income (loss) from investment operations | | | 2.59 | | | | (1.79 | ) | | | 2.89 | | | | 0.82 | | | | (0.66 | ) |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.07 | ) | | | (0.04 | ) | | | (0.07 | ) | | | (0.02 | ) | | | — | |
Net realized gain on investments | | | (0.44 | ) | | | (0.69 | ) | | | — | | | | — | | | | — | |
Total distributions to shareholders | | | (0.51 | ) | | | (0.73 | ) | | | (0.07 | ) | | | (0.02 | ) | | | — | |
Net Asset Value, End of Period | | $ | 12.52 | | | $ | 10.44 | | | $ | 12.96 | | | $ | 10.14 | | | $ | 9.34 | |
Total Return4,6 | | | 26.08 | %7 | | | (14.89 | )% | | | 28.73 | % | | | 8.77 | % | | | (6.60 | )%7 |
Ratio of net expenses to average net assets | | | 1.13 | %8,9 | | | 1.19 | %9,10 | | | 1.12 | %9,10 | | | 1.16 | % | | | 1.16 | %8 |
Ratio of gross expenses to average net assets11 | | | 1.13 | %8,9 | | | 1.19 | %9 | | | 1.16 | %9 | | | 1.24 | % | | | 1.45 | %8 |
Ratio of net investment income to average net assets4 | | | 0.03 | %8 | | | 0.75 | % | | | 0.78 | % | | | 0.79 | % | | | 0.61 | %8 |
Portfolio turnover | | | 26 | %7 | | | 37 | % | | | 68 | % | | | 58 | % | | | 45 | %7 |
Net assets end of period (000’s) omitted | | $ | 3,192 | | | $ | 2,539 | | | $ | 1,646 | | | $ | 16,639 | | | $ | 22,432 | |
| | | | | | | | | | | | | | | | | | | | |
32
| | |
| | AMG GW&K Trilogy Emerging Wealth Equity Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 (unaudited) | | | For the fiscal years ended October 31, | | | For the fiscal period ended October 31, | |
Class Z | | 2018 | | | 2017 | | | 20161 | | | 20152 | |
Net Asset Value, Beginning of Period | | $ | 10.41 | | | $ | 12.97 | | | $ | 10.15 | | | $ | 9.35 | | | $ | 10.00 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income3,4 | | | 0.01 | | | | 0.11 | | | | 0.10 | | | | 0.09 | | | | 0.04 | |
Net realized and unrealized gain (loss) on investments | | | 2.58 | | | | (1.89 | ) | | | 2.80 | | | | 0.74 | | | | (0.69 | ) |
Total income (loss) from investment operations | | | 2.59 | | | | (1.78 | ) | | | 2.90 | | | | 0.83 | | | | (0.65 | ) |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.09 | ) | | | (0.09 | ) | | | (0.08 | ) | | | (0.03 | ) | | | — | |
Net realized gain on investments | | | (0.44 | ) | | | (0.69 | ) | | | — | | | | — | | | | — | |
Total distributions to shareholders | | | (0.53 | ) | | | (0.78 | ) | | | (0.08 | ) | | | (0.03 | ) | | | — | |
Net Asset Value, End of Period | | $ | 12.47 | | | $ | 10.41 | | | $ | 12.97 | | | $ | 10.15 | | | $ | 9.35 | |
Total Return4,6 | | | 26.20 | %7 | | | (14.87 | )% | | | 28.86 | % | | | 8.86 | % | | | (6.50 | )%7 |
Ratio of net expenses to average net assets | | | 1.00 | %8,9 | | | 1.05 | %9,10 | | | 1.05 | %9,10 | | | 1.05 | % | | | 1.05 | %8 |
Ratio of gross expenses to average net assets11 | | | 1.00 | %8,9 | | | 1.05 | %9 | | | 1.05 | %9 | | | 1.15 | % | | | 1.50 | %8 |
Ratio of net investment income to average net assets4 | | | 0.16 | %8 | | | 0.89 | % | | | 0.85 | % | | | 0.94 | % | | | 0.64 | %8 |
Portfolio turnover | | | 26 | %7 | | | 37 | % | | | 68 | % | | | 58 | % | | | 45 | %7 |
Net assets end of period (000’s) omitted | | $ | 88,929 | | | $ | 60,443 | | | $ | 59,500 | | | $ | 30,777 | | | $ | 7,782 | |
| | | | | | | | | | | | | | | | | | | | |
1 | Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class I and Class Z, respectively. |
2 | Commencement of operations was on March 20, 2015. |
3 | Per share numbers have been calculated using average shares. |
4 | Total returns and net investment income (loss) would have been lower had certain expenses not been offset. |
5 | Less than $0.005 per share. |
6 | The total return is calculated using the published Net Asset Value as of period end. |
9 | Such ratio includes recapture of waived/reimbursed fees from prior periods amounting to 0.04% for the six months ended April 30, 2019 and 0.07% and 0.04% for the fiscal years ended October 31, 2018 and October 31, 2017, respectively. |
10 | Includes reduction from broker recapture amounting to less than 0.01%. |
11 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
33
| | |
| | AMG GW&K Trilogy Emerging Markets Equity Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 (unaudited) | | | For the fiscal years ended October 31, | |
Class N | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 8.61 | | | $ | 10.11 | | | $ | 7.91 | | | $ | 7.23 | | | $ | 8.83 | | | $ | 8.73 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income2,3 | | | 0.02 | | | | 0.11 | | | | 0.09 | | | | 0.06 | | | | 0.06 | | | | 0.11 | 4 |
Net realized and unrealized gain (loss) on investments | | | 1.50 | | | | (1.54 | ) | | | 2.18 | | | | 0.66 | | | | (1.66 | ) | | | 0.02 | |
Total income (loss) from investment operations | | | 1.52 | | | | (1.43 | ) | | | 2.27 | | | | 0.72 | | | | (1.60 | ) | | | 0.13 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.09 | ) | | | (0.07 | ) | | | (0.07 | ) | | | (0.04 | ) | | | — | | | | (0.03 | ) |
Net Asset Value, End of Period | | $ | 10.04 | | | $ | 8.61 | | | $ | 10.11 | | | $ | 7.91 | | | $ | 7.23 | | | $ | 8.83 | |
Total Return3 | | | 17.90 | %5,6 | | | (14.24 | )%6 | | | 28.97 | %6 | | | 10.01 | % | | | (18.12 | )% | | | 1.55 | % |
Ratio of net expenses to average net assets | | | 1.25 | %7 | | | 1.27 | % | | | 1.31 | % | | | 1.44 | % | | | 1.45 | % | | | 1.42 | %8 |
Ratio of gross expenses to average net assets9 | | | 1.25 | %7 | | | 1.27 | % | | | 1.31 | % | | | 1.44 | % | | | 1.45 | % | | | 1.43 | % |
Ratio of net investment income to average net assets3 | | | 0.46 | %7 | | | 1.12 | % | | | 1.08 | % | | | 0.81 | % | | | 0.76 | % | | | 1.30 | % |
Portfolio turnover | | | 48 | %5 | | | 24 | % | | | 29 | % | | | 33 | % | | | 45 | % | | | 35 | % |
Net assets end of period (000’s) omitted | | $ | 501 | | | $ | 289 | | | $ | 350 | | | $ | 497 | | | $ | 57 | | | $ | 79 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
34
| | |
| | AMG GW&K Trilogy Emerging Markets Equity Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 (unaudited) | | | For the fiscal years ended October 31, | |
Class I | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 8.60 | | | $ | 10.11 | | | $ | 7.90 | | | $ | 7.19 | | | $ | 8.88 | | | $ | 8.78 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income2,3 | | | 0.04 | | | | 0.13 | | | | 0.12 | | | | 0.08 | | | | 0.05 | | | | 0.12 | 4 |
Net realized and unrealized gain (loss) on investments | | | 1.49 | | | | (1.53 | ) | | | 2.18 | | | | 0.67 | | | | (1.62 | ) | | | 0.04 | |
Total income (loss) from investment operations | | | 1.53 | | | | (1.40 | ) | | | 2.30 | | | | 0.75 | | | | (1.57 | ) | | | 0.16 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.13 | ) | | | (0.11 | ) | | | (0.09 | ) | | | (0.04 | ) | | | (0.12 | ) | | | (0.06 | ) |
Net Asset Value, End of Period | | $ | 10.00 | | | $ | 8.60 | | | $ | 10.11 | | | $ | 7.90 | | | $ | 7.19 | | | $ | 8.88 | |
Total Return3 | | | 18.08 | %5,6 | | | (13.94 | )%6 | | | 29.34 | %6 | | | 10.48 | %6 | | | (17.82 | )%6 | | | 1.85 | %6 |
Ratio of net expenses to average net assets | | | 0.94 | %7 | | | 0.99 | % | | | 1.03 | % | | | 1.07 | % | | | 1.00 | % | | | 1.04 | %8 |
Ratio of gross expenses to average net assets9 | | | 0.94 | %7 | | | 0.99 | % | | | 1.03 | % | | | 1.07 | % | | | 1.00 | % | | | 1.05 | % |
Ratio of net investment income to average net assets3 | | | 0.77 | %7 | | | 1.40 | % | | | 1.36 | % | | | 1.14 | % | | | 0.65 | % | | | 1.37 | % |
Portfolio turnover | | | 48 | %5 | | | 24 | % | | | 29 | % | | | 33 | % | | | 45 | % | | | 35 | % |
Net assets end of period (000’s) omitted | | $ | 22,233 | | | $ | 11,210 | | | $ | 2,207 | | | $ | 1,271 | | | $ | 1,203 | | | $ | 26,239 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
35
| | |
| | AMG GW&K Trilogy Emerging Markets Equity Fund |
| Financial Highlights |
| For a share outstanding throughout each fiscal period |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended April 30, 2019 (unaudited) | | | For the fiscal years ended October 31, | |
Class Z | | 2018 | | | 2017 | | | 20161 | | | 2015 | | | 2014 | |
Net Asset Value, Beginning of Period | | $ | 8.56 | | | $ | 10.06 | | | $ | 7.86 | | | $ | 7.20 | | | $ | 8.89 | | | $ | 8.78 | |
Income (loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income2,3 | | | 0.04 | | | | 0.15 | | | | 0.13 | | | | 0.09 | | | | 0.09 | | | | 0.13 | 4 |
Net realized and unrealized gain (loss) on investments | | | 1.48 | | | | (1.53 | ) | | | 2.16 | | | | 0.65 | | | | (1.65 | ) | | | 0.05 | |
Total income (loss) from investment operations | | | 1.52 | | | | (1.38 | ) | | | 2.29 | | | | 0.74 | | | | (1.56 | ) | | | 0.18 | |
Less Distributions to Shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.13 | ) | | | (0.12 | ) | | | (0.09 | ) | | | (0.08 | ) | | | (0.13 | ) | | | (0.07 | ) |
Net Asset Value, End of Period | | $ | 9.95 | | | $ | 8.56 | | | $ | 10.06 | | | $ | 7.86 | | | $ | 7.20 | | | $ | 8.89 | |
Total Return3 | | | 18.10 | %5,6 | | | (13.88 | )%6 | | | 29.62 | %6 | | | 10.52 | % | | | (17.69 | )% | | | 2.05 | % |
Ratio of net expenses to average net assets | | | 0.85 | %7 | | | 0.87 | % | | | 0.88 | % | | | 0.94 | % | | | 0.95 | % | | | 0.92 | %8 |
Ratio of gross expenses to average net assets9 | | | 0.85 | %7 | | | 0.87 | % | | | 0.88 | % | | | 0.94 | % | | | 0.95 | % | | | 0.93 | % |
Ratio of net investment income to average net assets3 | | | 0.86 | %7 | | | 1.52 | % | | | 1.51 | % | | | 1.25 | % | | | 1.18 | % | | | 1.53 | % |
Portfolio turnover | | | 48 | %5 | | | 24 | % | | | 29 | % | | | 33 | % | | | 45 | % | | | 35 | % |
Net assets end of period (000’s) omitted | | $ | 168,072 | | | $ | 133,688 | | | $ | 130,828 | | | $ | 102,086 | | | $ | 95,434 | | | $ | 110,366 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
1 | Effective October 1, 2016, the Investor Class, Service Class and Institutional Class were renamed Class N, Class I and Class Z, respectively. |
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 | Includesnon-recurring dividends. Without these dividends, net investment income per share would have been $0.10, $0.11 and $0.12 for Class N, Class I and Class Z, respectively. |
6 | The total return is calculated using the published Net Asset Value as of period end. |
8 | Includes reduction from broker recapture amounting to less than 0.01%. |
9 | Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.) |
36
| | |
| | |
| Notes to Financial Statements(unaudited) |
| April 30, 2019 |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AMG Funds, AMG Funds I and AMG Funds IV (the “Trusts”) areopen-end management investment companies, organized as Massachusetts business trusts, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trusts consist of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Funds IV: AMG GW&K U.S. Small Cap Growth Fund (“U.S. Small Cap Growth”), AMG Funds I: AMG GW&K Core Bond ESG Fund (“Core Bond ESG”) (formerly AMG GW&K Core Bond Fund) and AMG Funds: AMG GW&K Trilogy Emerging Wealth Equity Fund (“Emerging Wealth Equity”) (formerly AMG Trilogy Emerging Wealth Equity Fund) and AMG GW&K Trilogy Emerging Markets Equity Fund (“Emerging Markets Equity”) (formerly AMG Trilogy Emerging Markets Equity Fund) , each a “Fund” and collectively, the “Funds.”
Each Fund offers different classes of shares. Each Fund offers Class N, 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. Please refer to a current prospectus for additional information on each share class.
The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:
a. VALUATION OF INVESTMENTS
Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in theover-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 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 otheropen-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 Trusts (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. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trusts’ securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.
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 Funds, including a comparison with the prior quarter end and the percentage of the Funds 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 apre-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.
37
| | |
| | |
| Notes to Financial Statements(continued) |
| |
The three-tier hierarchy of inputs is summarized below:
Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities,open-end investment companies)
Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, swaps, 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.
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 theex-dividend date. Dividends from foreign securities are recorded on theex-dividend date, and if after the fact, as soon as the Funds become aware of theex-dividend date, except for Korean securities where dividends are recorded on confirmation date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax.Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Upon notification from issuers, distributions received from a real estate investment trust (“REIT”) may be redesignated as a reduction of cost of investments and/or realized gain. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trusts and other trusts or funds 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 apro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.
U.S. Small Cap Growth 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 April 30, 2019, the impact on the expenses and expense ratios was $7,002 or 0.02%.
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 theex-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 topaid-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 tax equalization utilized, net operating losses offset by short term capital gains and gains/losses on foreign currency. Temporary differences are due to wash sale loss deferrals.
At April 30, 2019, 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 for federal income tax purposes were as follows:
| | | | | | | | | | | | | | | | |
Fund | | Cost | | | Appreciation | | | Depreciation | | | Net | |
U.S. Small Cap | | | | | | | | | | | | | | | | |
Growth | | $ | 25,355,994 | | | $ | 11,117,544 | | | $ | (2,502,370 | ) | | $ | 8,615,174 | |
Core Bond ESG | | | 225,478,671 | | | | 2,175,073 | | | | (2,425,691 | ) | | | (250,618 | ) |
Emerging Wealth | | | | | | | | | | | | | | | | |
Equity | | | 82,327,461 | | | | 15,966,515 | | | | (2,255,678 | ) | | | 13,710,837 | |
Emerging Markets | | | | | | | | | | | | | | | | |
Equity | | | 164,628,687 | | | | 38,286,984 | | | | (4,241,203 | ) | | | 34,045,781 | |
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 April 30, 2019, 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.
38
| | |
| | |
| Notes to Financial Statements(continued) |
| |
f. CAPITAL LOSS CARRYOVERS AND DEFERRALS
As of October 31, 2018, the following Funds had capital loss carryovers for federal income tax purposes as shown in the following chart. These amounts may be used to offset future realized capital gains indefinitely, and retain their character as short-term and/or long-term.
| | | | | | | | | | | | |
| | Capital Loss | | | | |
| | Carryover Amounts | | | | |
Fund | | Short-Term | | | Long-Term | | | Total | |
Core Bond ESG | | $ | 2,251,421 | | | $ | 1,594,986 | | | $ | 3,846,407 | |
Emerging Markets Equity | | | 1,780,479 | | | | 6,788,169 | | | | 8,568,648 | |
As of October 31, 2018, GW&K U.S. Small Cap Growth and Emerging Wealth Equity had no capital loss carryovers. Should the Funds incur net capital losses for the fiscal year ended October 31, 2019, such amounts may be used to offset future
realized capital gains indefinitely, and retain their character as short-term and/or long-term.
g. CAPITAL STOCK
The Trusts’ Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date. Prior to March 1, 2019, Emerging Wealth Equity and Emerging Markets Equity deducted a 2.00% redemption fee from the proceeds of any redemption of shares (including a redemption by exchange) if the redemption occurred within 60 days of the purchase of those shares. For the six months ended April 30, 2019, Emerging Wealth Equity and Emerging Markets Equity had redemption fees amounting to $25 and $194, respectively. For the fiscal year ended October 31, 2018, Emerging Wealth Equity and Emerging Markets Equity had redemption fees amounting to $7,166 and $677, respectively. These amounts are netted against the cost of shares repurchased in the Statements of Changes in Net Assets.
For the six months ended April 30, 2019 (unaudited) and the fiscal year ended October 31, 2018, the capital stock transactions by class for the Funds were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | U.S. Small Cap Growth | | | | | | | | | Core Bond ESG | | | | |
| | April 30, 2019 | | | October 31, 2018 | | | April 30, 2019 | | | October 31, 2018 | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | |
Class N: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 554,435 | | | $ | 2,085,003 | | | | 1,317,348 | | | $ | 5,851,857 | | | | 11,545 | | | $ | 113,829 | | | | 52,526 | | | $ | 517,842 | |
Reinvestment of distributions | | | 1,457,494 | | | | 4,212,158 | | | | 922,543 | | | | 3,782,425 | | | | 611 | | | | 6,067 | | | | 663 | | | | 6,518 | |
Cost of shares repurchased | | | (1,261,608 | ) | | | (4,403,843 | ) | | | (1,932,354 | ) | | | (8,729,716 | ) | | | (277 | ) | | | (2,756 | ) | | | (15,654 | ) | | | (152,624 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase | | | 750,321 | | | $ | 1,893,318 | | | | 307,537 | | | $ | 904,566 | | | | 11,879 | | | $ | 117,140 | | | | 37,535 | | | $ | 371,736 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class I: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 326,007 | | | $ | 1,379,726 | | | | 470,866 | | | $ | 2,564,067 | | | | 518,657 | | | $ | 5,129,134 | | | | 1,533,467 | | | $ | 15,179,962 | |
Reinvestment of distributions | | | 247,686 | | | | 926,347 | | | | 236,822 | | | | 1,198,317 | | | | 277,196 | | | | 2,742,502 | | | | 628,431 | | | | 6,215,123 | |
Cost of shares repurchased | | | (697,195 | ) | | | (3,344,837 | ) | | | (613,767 | ) | | | (3,333,040 | ) | | | (5,804,549 | ) | | | (56,793,152 | ) | | | (6,897,752 | ) | | | (68,301,545 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (123,502 | ) | | $ | (1,038,764 | ) | | | 93,921 | | | $ | 429,344 | | | | (5,008,696 | ) | | $ | (48,921,516 | ) | | | (4,735,854 | ) | | $ | (46,906,460 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class Z: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | — | | | | — | | | | 1,261 | | | $ | 7,135 | | | | 21,983 | | | $ | 215,315 | | | | 15,702 | | | $ | 155,741 | |
Reinvestment of distributions | | | 5,801 | | | $ | 21,756 | | | | 3,605 | | | | 18,241 | | | | 3,938 | | | | 38,952 | | | | 6,940 | | | | 68,566 | |
Cost of shares repurchased | | | — | | | | — | | | | — | | | | — | | | | (237,985 | ) | | | (2,327,649 | ) | | | (56,169 | ) | | | (554,918 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | 5,801 | | | $ | 21,756 | | | | 4,866 | | | $ | 25,376 | | | | (212,064 | ) | | $ | (2,073,382 | ) | | | (33,527 | ) | | $ | (330,611 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
39
| | |
| | |
| Notes to Financial Statements(continued) |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Emerging Wealth Equity | | | | | | | | | Emerging Markets Equity | | | | |
| | April 30, 2019 | | | October 31, 2018 | | | April 30, 2019 | | | October 31, 2018 | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | |
Class N: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 34,794 | | | $ | 379,583 | | | | 277,256 | | | $ | 3,345,888 | | | | 20,052 | | | $ | 189,461 | | | | 32,216 | | | $ | 327,034 | |
Reinvestment of distributions | | | 9,251 | | | | 90,748 | | | | 94 | | | | 1,211 | | | | 394 | | | | 3,339 | | | | 238 | | | | 2,438 | |
Cost of shares repurchased | | | (47,579 | ) | | | (513,439 | ) | | | (91,372 | ) | | | (1,070,986 | ) | | | (4,132 | ) | | | (39,967 | ) | | | (33,515 | ) | | | (330,892 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (3,534 | ) | | $ | (43,108 | ) | | | 185,978 | | | $ | 2,276,113 | | | | 16,314 | | | $ | 152,833 | | | | (1,061 | ) | | $ | (1,420 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class I: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 130,979 | | | $ | 1,520,052 | | | | 317,594 | | | $ | 3,954,434 | | | | 1,069,667 | | | $ | 9,402,345 | | | | 1,194,244 | | | $ | 11,277,804 | |
Reinvestment of distributions | | | 8,893 | | | | 87,775 | | | | 5,975 | | | | 76,842 | | | | 13,495 | | | | 113,766 | | | | 2,564 | | | | 26,179 | |
Cost of shares repurchased | | | (128,080 | ) | | | (1,382,160 | ) | | | (207,383 | ) | | | (2,500,586 | ) | | | (162,410 | ) | | | (1,480,096 | ) | | | (111,974 | ) | | | (1,158,853 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase | | | 11,792 | | | $ | 225,667 | | | | 116,186 | | | $ | 1,530,690 | | | | 920,752 | | | $ | 8,036,015 | | | | 1,084,834 | | | $ | 10,145,130 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class Z: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of shares | | | 1,988,609 | | | $ | 21,442,376 | | | | 1,738,318 | | | $ | 21,909,809 | | | | 1,466,650 | | | $ | 14,342,206 | | | | 3,024,811 | | | $ | 30,641,999 | |
Reinvestment of distributions | | | 32,302 | | | | 317,526 | | | | 31,476 | | | | 403,515 | | | | 226,695 | | | | 1,901,969 | | | | 154,904 | | | | 1,572,271 | |
Cost of shares repurchased | | | (694,668 | ) | | | (7,385,628 | ) | | | (554,875 | ) | | | (6,961,554 | ) | | | (416,938 | ) | | | (4,045,884 | ) | | | (568,860 | ) | | | (5,984,686 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase | | | 1,326,243 | | | $ | 14,374,274 | | | | 1,214,919 | | | $ | 15,351,770 | | | | 1,276,407 | | | $ | 12,198,291 | | | | 2,610,855 | | | $ | 26,229,584 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS
The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party or bilateral 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 April 30, 2019, the market value of Repurchase Agreements outstanding for U.S. Small Cap Growth, Emerging Wealth Equity and Emerging Markets Equity were $538,844, $1,814,559 and $5,021,878, 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 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.
2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES
For each of the Funds, the Trusts have entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by GW&K Investment Management, LLC, (“GW&K”), who serves pursuant to a subadvisory agreement with the Investment Manager. AMG indirectly owns a majority interest in GW&K.
Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the six months ended April 30, 2019, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:
40
| | |
| | |
| Notes to Financial Statements(continued) |
| |
| | | | |
U.S. Small Cap Growth | | | 0.70 | % |
Core Bond ESG | | | 0.30 | % |
Emerging Wealth Equity | | | 0.55 | % |
Emerging Markets Equity | | | 0.55 | % |
The Investment Manager has contractually agreed, through at least March 1, 2020, 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, and in connection with securities sold short), shareholder servicing fees, distribution and service(12b-1) fees, brokerage commissions and other transaction costs, dividends payable with respect to securities sold short, acquired fund fees and expenses and extraordinary expenses) of U.S. Small Cap Growth, Core Bond ESG, Emerging Wealth Equity and Emerging Markets Equity to 0.90%, 0.48%, 1.05% and 1.05%, respectively, of each Fund’s average daily net assets subject to later reimbursement by the Funds in certain circumstances.
The contractual expense limitation may only be terminated in the event the Investment Manager or a successor ceases to be the investment manager of the Fund or a successor fund, by mutual agreement 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 April 30, 2019, the Funds’ expiration of recoupment is as follows:
| | | | | | | | |
Expiration Period | | U.S. Small Cap Growth | | | Core Bond ESG | |
Less than 1 year | | | — | | | $ | 283,362 | |
Within 2 years | | $ | 37,962 | | | | 165,782 | |
Within 3 years | | | 69,302 | | | | 151,331 | |
| | | | | | | | |
Total Amount Subject to Recoupment | | $ | 107,264 | | | $ | 600,475 | |
| | | | | | | | |
The Trusts, 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 allnon-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to each Fund. 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.
The Funds are distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective
purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.
The Trusts have adopted a distribution and service plan (the “Plan”) with respect to the Class N shares, in accordance with the requirements of Rule12b-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.
For Class N and Class I shares, 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. 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 six months ended April 30, 2019, was as follows:
| | | | | | | | |
Fund | | Maximum Annual Amount Approved | | | Actual Amount Incurred | |
U.S. Small Cap Growth | | | | | | | | |
Class N | | | 0.15 | % | | | 0.12 | % |
Class I | | | 0.15 | % | | | 0.10 | % |
Core Bond ESG | | | | | | | | |
Class N | | | 0.15 | % | | | 0.15 | % |
Class I | | | 0.10 | % | | | 0.08 | % |
Emerging Wealth Equity | | | | | | | | |
Class N | | | 0.15 | % | | | 0.15 | % |
Class I | | | 0.15 | % | | | 0.13 | % |
Emerging Markets Equity | | | | | | | | |
Class N | | | 0.15 | % | | | 0.15 | % |
Class I | | | 0.15 | % | | | 0.09 | % |
The Board provides supervision of the affairs of the Trusts and other trusts within the AMG Funds family. The Trustees of the Trusts who are not affiliated with the Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed forout-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.
41
| | |
| | |
| Notes to Financial Statements(continued) |
| |
The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended April 30, 2019, Core Bond ESG borrowed a maximum of $14,458,953 for two days paying interest of $2,175 and Emerging Wealth Equity borrowed a maximum of $1,121,372 for four days paying interest of $422. The interest expense amount is included in the Statement of Operations as miscellaneous expense. Emerging Wealth Equity lent a maximum of $350,968 for five days earning interest of $138. The interest income amount is included in the Statement of Operations as interest income. At April 30, 2019, the Funds had no interfund loans outstanding.
3. PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended April 30, 2019, were as follows:
| | | | | | | | |
| | Long Term Securities | |
Fund | | Purchases | | | Sales | |
U.S. Small Cap Growth | | $ | 3,888,076 | | | $ | 8,458,349 | |
Core Bond ESG | | | 32,298,473 | | | | 60,420,826 | |
Emerging Wealth Equity | | | 29,769,160 | | | | 19,111,000 | |
Emerging Markets Equity | | | 41,942,167 | | | | 19,640,590 | |
Core Bond ESG purchases and sales of U.S. Government obligations during the six months ended April 30, 2019 were $17,574,194 and $41,710,679, respectively.
4. PORTFOLIO SECURITIES LOANED
The Funds participate in the Program providing for the lending of securities to qualified borrowers. 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 or U.S. Government and Agency Obligations. Collateral 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 separate omnibus accounts managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements for that cash collateral. Securities collateral is held in separate omnibus accounts managed by BNYM that cannot be sold or pledged. 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.
The value of securities loaned on positions held, cash and securities collateral received at April 30, 2019, were as follows:
| | | | | | | | | | | | | | | | |
Fund | | Securities Loaned | | | Cash Collateral Received | | | Securities Collateral Received | | | Total Collateral Received | |
U.S. Small Cap Growth | | $ | 7,131,065 | | | $ | 538,844 | | | $ | 6,813,836 | | | $ | 7,352,680 | |
Emerging Wealth Equity | | | 8,870,521 | | | | 1,814,559 | | | | 7,327,750 | | | | 9,142,309 | |
Emerging Markets Equity | | | 17,773,433 | | | | 5,021,878 | | | | 13,295,915 | | | | 18,317,793 | |
The following table summarizes the securities received as collateral for securities lending:
| | | | | | |
Fund | | Collateral Type | | Coupon Range | | Maturity Date Range |
U.S. Small Cap Growth | | U.S. Treasury Obligations | | 0.000%-8.750% | | 05/09/19-02/15/49 |
Emerging Wealth Equity | | U.S. Treasury Obligations | | 0.000%- 8.750% | | 05/09/19-11/15/48 |
5. FOREIGN SECURITIES
Certain Funds invest in securities of foreign entities and in instruments denominated in foreign currencies which involve risks not typically associated with investments in domestic securities.Non-domestic securities carry special risks, such as exposure to currency fluctuations, less developed or less efficient trading markets, political instability, a lack of company information, differing auditing and legal standards, and, potentially, less liquidity. A Fund’s investments in emerging market countries are exposed to additional risks. A Fund’s performance will be influenced by political, social and economic factors affecting companies in emerging market countries. Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. Realized gains in certain countries may be subject to foreign taxes at the Fund level and the Fund would pay such foreign taxes at the appropriate rate for each jurisdiction.
6. COMMITMENTS AND CONTINGENCIES
Under the Trusts’ 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.
7. 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 thenon-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.
42
| | |
| | |
| Notes to Financial Statements(continued) |
| |
The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of April 30, 2019:
| | | | | | | | | | | | | | | | | | | | |
| | | | | Gross Amount Not Offset in the Statement of Assets and Liabilities | | | | | | | |
Fund | | Gross Amounts of Assets Presented in the Statement of Assets and Liabilities | | | Offset Amount | | | Net Asset Balance | | | Collateral Received | | | Net Amount | |
U.S. Small Cap Growth | | | | | | | | | | | | | | | | | | | | |
JPMorgan Securities LLC | | $ | 538,844 | | | | — | | | $ | 538,844 | | | $ | 538,844 | | | | — | |
Emerging Wealth Equity | | | | | | | | | | | | | | | | | | | | |
BNP Paribas SA | | $ | 814,559 | | | | — | | | $ | 814,559 | | | $ | 814,559 | | | | — | |
RBC Dominion Securities, Inc. | | | 1,000,000 | | | | — | | | | 1,000,000 | | | | 1,000,000 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 1,814,559 | | | | — | | | $ | 1,814,559 | | | $ | 1,814,559 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Emerging Markets Equity | | | | | | | | | | | | | | | | | | | | |
BNP Paribas SA | | $ | 250,818 | | | | — | | | $ | 250,818 | | | $ | 250,818 | | | | — | |
Cantor Fitzgerald Securities, Inc. | | | 1,192,765 | | | | — | | | | 1,192,765 | | | | 1,192,765 | | | | — | |
Citigroup Global Markets, Inc. | | | 1,192,765 | | | | — | | | | 1,192,765 | | | | 1,192,765 | | | | — | |
HSBC Securities, Inc. | | | 1,192,765 | | | | — | | | | 1,192,765 | | | | 1,192,765 | | | | — | |
RBC Dominion Securities, Inc. | | | 1,192,765 | | | | — | | | | 1,192,765 | | | | 1,192,765 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 5,021,878 | | | | — | | | $ | 5,021,878 | | | $ | 5,021,878 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
8. SUBSEQUENT EVENTS
Effective May 1, 2019, Core Bond ESG changed its principle investment strategy to give special consideration to environmental, social and governance (“ESG”) criteria.
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.
43
Proxy Vote
At a special meeting of shareholders on April 16, 2019, the shareholders of AMG GW&K Trilogy Emerging Wealth Equity Fund (“Emerging Wealth Equity”), and AMG GW&K Trilogy Emerging Markets Equity Fund (“Emerging Markets Equity”) voted on the following proposal:
| | | | | | | | | | | | |
Proposal 1 | | For | | | Number of Eligible Voters Against | | | Abstain | |
Approval of a new subadvisory agreement between the Investment Manager and GW&K Investment, LLC with respect to: | | | | | | | | | | | | |
Emerging Wealth Equity | | | 6,634,120 | | | | 4,582 | | | | — | |
Emerging Markets Equity | | | 16,823,942 | | | | 926 | | | | — | |
44
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| | |
| |
| Approval of Investment Management and Interim Subadvisory Agreements |
Approval of Interim and New Subavisory Agreement with GW&K with Respects to AMG GW&K Trilogy Emerging Markets Equity Fund:
At anin-person meeting held on December 6, 2018, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are “interested persons” of AMG Funds (the “Trust”) (the “Independent Trustees”), unanimously voted to approve the interim subadvisory agreement between AMG Funds LLC (the “Investment Manager”) and GW&K Investment Management, LLC (“GW&K”) with respect to AMG Trilogy Emerging Markets Equity Fund (the “Markets Fund”) (the “Interim Markets Subadvisory Agreement”), the new subadvisory agreement between the Investment Manager and GW&K with respect to the Markets Fund (the “New Markets Subadvisory Agreement” and together with the Interim Markets Subadvisory Agreement, the “Markets Agreements”), and the presentation of the New Markets Subadvisory Agreement for shareholder approval at a special meeting to be held for such purpose. The Independent Trustees were separately represented by independent legal counsel in their consideration of the Markets Agreements.
In considering the Markets Agreements, the Trustees considered the information relating to the Markets Fund and GW&K provided to them in connection with the meeting on December 6, 2018 and other meetings of the Board throughout the year. In considering the Markets Agreements, the Trustees also considered information relating to the seven other funds that GW&Ksub-advises in the AMG Funds Family of Funds, which, as of December 6, 2018, consisted of 59 funds (the “AMG Funds Complex”). Prior to voting, the Independent Trustees: (a) reviewed the foregoing information; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Markets Agreements; and (c) met with their independent legal counsel in a private session at which no representatives of management were present.
NATURE, EXTENT AND QUALITY OF SERVICES
In considering the nature, extent and quality of the services to be provided by GW&K, the Trustees reviewed information relating to GW&K’s financial condition, operations and personnel and the investment philosophy, strategies and techniques (the “Investment Strategy”) that are intended to be used by GW&K in managing the Markets Fund. Among other things, the Trustees reviewed
biographical information on portfolio management and other professional staff, information regarding GW&K’s organizational and management structure and GW&K’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals to be at GW&K that are expected to have portfolio management responsibility for the Markets Fund, including the information set forth in the Markets Fund’s prospectus and statement of additional information filed with the Securities and Exchange Commission. The Trustees noted that GW&K would hire all of the portfolio managers who were previously primarily responsible for theday-to-day management of the Markets Fund’s portfolio while at Trilogy, each of whom has served as aco-portfolio manager of the Markets Fund since its inception in 2011. In addition, the Trustees observed that GW&K proposes to manage the Markets Fund’s portfolio using the same investment strategies and processes employed by Trilogy under the Former Markets Subadvisory Agreement. In the course of their deliberations, the Trustees evaluated, among other things: (a) the expected services to be rendered by GW&K to the Markets Fund; (b) the qualifications and experience of the individuals to be at GW&K that are expected to have portfolio management responsibility for the Markets Fund and GW&K’s other personnel; and (c) GW&K’s compliance program. The Trustees also considered GW&K’s risk management processes. The Trustees also took into account the financial condition of GW&K with respect to its ability to provide the services required under the Agreements and noted that, as of September 30, 2018, GW&K managed approximately $36 billion in assets.
PERFORMANCE
The Trustees considered information relating to the Markets Fund’s and GW&K’s performance. Among other information, the Trustees considered the performance of the Markets Fund, noting that GW&K intends to manage the Markets Fund with the same portfolio management team and the same investment objective and strategies as those used by Trilogy. The Trustees noted that the Markets Fund’s performance (all share classes) for theone-year, three-year and five-year periods ended September 30, 2018 and the period from the Markets Fund’s inception (March 1, 2011 for Class I and Class Z shares and March 1, 2012 for Class N shares) through September 30, 2018 was below, above, below, and below, respectively, the performance of the MSCI Emerging Markets Index. The Trustees also
considered comparative performance information for an appropriate peer group of similar mutual funds that was provided to them in connection with their June27-28, 2018in-person meeting. Taking into account the desire for continuity of portfolio management, the Trustees concluded that this performance record supported the approval of the Markets Agreements.
SUBADVISORY FEES, PROFITABILITY AND ECONOMIES OF SCALE
The Trustees noted that the Investment Manager, and not the Markets Fund, is responsible for paying the fees charged by GW&K. In considering the anticipated profitability of GW&K with respect to the provision of subadvisory services to the Markets Fund, the Trustees considered information regarding GW&K’s organization, management and financial stability. The Trustees noted that, because GW&K is an affiliate of the Investment Manager, a portion of GW&K’s revenues or anticipated profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fee rate to be paid to GW&K under each Markets Agreement was the same as the rate paid to Trilogy under the Former Markets Subadvisory Agreement. The Board took into account management’s discussion of the proposed subadvisory fee structure, and the services GW&K is expected to provide in performing its functions under the Markets Agreements. The Trustees also were provided, in their June27-28, 2018in-person meeting, with the profitability of GW&K with respect to the other funds itsub-advises in the AMG Funds Complex. Based on the foregoing, the Trustees concluded that the profitability to GW&K is expected to be reasonable and that GW&K is not expected to realize material benefits from economies of scale that would warrant adjustments to the subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as the Markets Fund’s assets increase over time, the Markets 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, the Trustees considered other potential benefits of the subadvisory relationship to GW&K, including, among others, the potential broadening of GW&K’s equity investment capabilities, as well as the indirect benefits that GW&K may receive from GW&K’s relationship with the Markets Fund, including anyso-called “fallout benefits” to GW&K, such as reputational value derived from GW&K serving as subadviser to the Markets Fund, which
45
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| Approval of Investment Management and Interim Subadvisory Agreements(continued) |
bears GW&K’s name. In addition, with respect to fee comparisons, the Trustees noted that the fee rates to be charged by GW&K are the same as those charged by Trilogy under the Former Markets Subadvisory Agreement with respect to the Markets Fund. Taking into account all of the foregoing, including the desire for continuity of portfolio management, the Trustees concluded that, in light of the nature, extent and quality of the services to be provided by GW&K, and the other considerations noted above with respect to GW&K, the Markets Fund’s subadvisory fees are reasonable.
* * * *
After consideration of the foregoing, the Trustees reached the following conclusions (in addition to the conclusions discussed above) regarding each Markets Agreement: (a) GW&K has demonstrated that it possesses the capability and resources to perform the duties required of it under each Markets Agreement; (b) GW&K’s Investment Strategy is appropriate for pursuing the Markets Fund’s investment objectives; (c) GW&K is reasonably likely to execute its investment strategy consistently over time; and (d) GW&K maintains 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 Markets Agreement would be in the best interests of the Markets Fund and its shareholders. Accordingly, on December 6, 2018, the Trustees, and separately a majority of the Independent Trustees, unanimously voted to approve each Markets Agreement.
Approval of Interim and New Subavisory Agreement with GW&K with Respects to AMG GW&K Trilogy Emerging Wealth Equity Fund:
At anin-person meeting held on December 6, 2018, the Board of Trustees (the “Board” or the “Trustees”), and separately a majority of the Trustees who are “interested persons” of AMG Funds (the “Trust”) (the “Independent Trustees”), unanimously voted to approve the interim subadvisory agreement between AMG Funds LLC (the “Investment Manager”) and GW&K Investment Management, LLC (“GW&K”) with respect to AMG Trilogy Emerging Wealth Equity Fund (the “Wealth Fund”) (the “Interim Wealth Subadvisory Agreement”), the new subadvisory agreement between the Investment Manager and GW&K with respect to the Wealth Fund (the “New Wealth Subadvisory Agreement” and together with the Interim Wealth Subadvisory Agreement, the “Wealth Agreements”), and the presentation of the New Wealth Subadvisory Agreement for shareholder approval at a special meeting to be held for such purpose. The Independent Trustees were separately represented by independent legal counsel in their consideration of the Wealth Agreements.
In considering the Wealth Agreements, the Trustees considered the information relating to the Wealth Fund and GW&K provided to them in connection with the meeting on December 6, 2018 and other meetings of the Board throughout the year. In considering the Wealth Agreements, the Trustees also considered information relating to the seven other funds that GW&Ksub-advises in the AMG
Funds Family of Funds, which, as of December 6, 2018, consisted of 59 funds (the “AMG Funds Complex”). Prior to voting, the Independent Trustees: (a) reviewed the foregoing information; (b) received materials from their independent legal counsel discussing the legal standards applicable to their consideration of the Wealth Agreements; and (c) met with their independent legal counsel in a private session at which no representatives of management were present.
NATURE, EXTENT AND QUALITY OF SERVICES
In considering the nature, extent and quality of the services to be provided by GW&K, the Trustees reviewed information relating to GW&K’s financial condition, operations and personnel and the investment philosophy, strategies and techniques (the “Investment Strategy”) that are intended to be used by GW&K in managing the Wealth Fund. Among other things, the Trustees reviewed biographical information on portfolio management and other professional staff, information regarding GW&K’s organizational and management structure and GW&K’s brokerage policies and practices. The Trustees considered specific information provided regarding the experience of the individuals to be at GW&K that are expected to have portfolio management responsibility for the Wealth Fund, including the information set forth in the Wealth Fund’s prospectus and statement of additional information filed with the Securities and Exchange Commission. The Trustees noted that GW&K would hire all of the portfolio managers who were previously primarily responsible for theday-to-day
46
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| Approval of Investment Management and Interim Subadvisory Agreements(continued) |
management of the Wealth Fund’s portfolio while at Trilogy, each of whom has served as aco-portfolio manager of the Wealth Fund since its inception in 2015. In addition, the Trustees observed that GW&K proposes to manage the Wealth Fund’s portfolio using the same investment strategies and processes employed by Trilogy under the Former Wealth Subadvisory Agreement. In the course of their deliberations, the Trustees evaluated, among other things: (a) the expected services to be rendered by GW&K to the Wealth Fund; (b) the qualifications and experience of the individuals to be at GW&K that are expected to have portfolio management responsibility for the Wealth Fund and GW&K’s other personnel; and (c) GW&K’s compliance program. The Trustees also considered GW&K’s risk management processes. The Trustees also took into account the financial condition of GW&K with respect to its ability to provide the services required under the Agreements and noted that, as of September 30, 2018, GW&K managed approximately $36 billion in assets.
PERFORMANCE
The Trustees considered information relating to the Wealth Fund’s and GW&K’s performance. Among other information, the Trustees considered the performance of the Wealth Fund, noting that GW&K intends to manage the Wealth Fund with the same portfolio management team and the same investment objective and strategies as those used by Trilogy. The Trustees noted that the Wealth Fund’s performance (all share classes) for theone-year and three-year periods ended September 30, 2018 and the period from the Wealth Fund’s inception on March 19, 2015 through September 30, 2018 was below (above in the case of Class Z shares), above and above, respectively, the performance of the MSCI Emerging Markets Index. The Trustees also considered comparative performance information for an appropriate peer group of similar mutual funds that was provided to them in connection with their June27-28, 2018in-person meeting. Taking into account the desire for continuity of portfolio management, the Trustees concluded that this performance record supported the approval of the Wealth Agreements.
SUBADVISORY FEES, PROFITABILITY AND ECONOMIES OF SCALE
The Trustees noted that the Investment Manager, and not the Wealth Fund, is responsible for paying the fees charged by GW&K. In considering the anticipated profitability of GW&K with respect to the provision of subadvisory services to the Wealth Fund, the Trustees considered information regarding GW&K’s organization, management and financial stability. The Trustees noted that, because GW&K is an affiliate of the Investment Manager, a portion of GW&K’s revenues or anticipated profits might be shared directly or indirectly with the Investment Manager. The Trustees also noted that the subadvisory fee rate to be paid to GW&K under each Wealth Agreement was the same as the rate paid to Trilogy under the Former Wealth Subadvisory Agreement. The Board took into account management’s discussion of the proposed subadvisory fee structure, and the services GW&K is expected to provide in performing its functions under the Wealth Agreements. The Trustees also were provided, in their June27-28, 2018in-person meeting, with the profitability of GW&K with respect to the other funds itsub-advises in the AMG Funds Complex. Based on the foregoing, the Trustees concluded that the profitability to GW&K is expected to be reasonable and that GW&K is not expected to realize material benefits from economies of scale that would warrant adjustments to the subadvisory fees at this time. Also with respect to economies of scale, the Trustees noted that as the Wealth Fund’s assets increase over time, the Wealth 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, the Trustees considered other potential benefits of the subadvisory relationship to GW&K, including, among others, the potential broadening of GW&K’s equity investment capabilities, as well as the indirect benefits that GW&K may receive from GW&K’s relationship with the Wealth Fund, including anyso-called “fallout benefits” to GW&K, such as reputational value derived from GW&K serving as subadviser to the Wealth Fund, which bears GW&K’s name. In addition, with respect to fee comparisons, the Trustees noted that the fee rates to be charged by GW&K are the same as those charged by Trilogy under the Former Wealth Subadvisory Agreement with respect to the Wealth Fund. Taking into account all of the foregoing, including the desire for continuity of portfolio management, the Trustees concluded that, in light of the nature, extent and quality of the services to be provided by GW&K, and the other considerations noted above with respect to GW&K, the Wealth Fund’s subadvisory fees are reasonable.
* * * *
After consideration of the foregoing, the Trustees reached the following conclusions (in addition to the conclusions discussed above) regarding each Wealth Agreement: (a) GW&K has demonstrated that it possesses the capability and resources to perform the duties required of it under each Wealth Agreement; (b) GW&K’s Investment Strategy is appropriate for pursuing the Wealth Fund’s investment objectives; (c) GW&K is reasonably likely to execute its investment strategy consistently over time; and (d) GW&K maintains 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 Wealth Agreement would be in the best interests of the Wealth Fund and its shareholders. Accordingly, on December 6, 2018, the Trustees, and separately a majority of the Independent Trustees, unanimously voted to approve each Wealth Agreement.
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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
GW&K Investment Management, LLC
222 Berkeley St.
Boston, MA 02116
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 A. Keilhacker
Steven J. Paggioli
Richard F. Powers III
Eric Rakowski
Victoria L. Sassine
Thomas R. Schneeweis
This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.548.4539. 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 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding each Fund’s proxy voting record for the12-month period ended June 30, call 800.548.4539 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 as an exhibit to their reports on FormN-PORT, which has replaced Form NQ. The Funds’ portfolio holdings on FormN-PORT are available on the SEC’s website at sec.gov. To review a complete list of the Funds’ portfolio holdings, or to view the 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 FQTax-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 Trilogy Emerging Markets Equity
AMG GW&K Trilogy Emerging Wealth Equity
AMG GW&K U.S. Small Cap Growth
GW&K Investment Management, LLC
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 RoadSmall-Mid Cap Value
AMG River Road Small Cap Value
River Road Asset Management, LLC
AMG SouthernSun Small Cap
AMG SouthernSun U.S. Equity
SouthernSun Asset Management, LLC
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 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 ESG
AMG GW&K Enhanced Core Bond ESG
AMG GW&K Municipal Bond
AMG GW&K Municipal Enhanced Yield
GW&K Investment Management, LLC
OPEN-ARCHITECTURE FUNDS
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
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 LMCG Small Cap Growth
LMCG Investments, LLC
AMG Managers Montag & Caldwell 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
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 | | | | 043019 SAR069 |
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 FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
Item 8. | PORTFOLIO MANAGERS OFCLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
Item 9. | PURCHASES OF EQUITY SECURITIES BYCLOSED-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 FormN-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 FormN-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 FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
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(a)(1) | | Not applicable. |
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(a)(2) | | Certifications pursuant to Rule30a-2(a) under the Investment Company Act of 1940—Filed herewith. |
| |
(a)(3) | | Not applicable. |
| |
(b) | | Certifications pursuant to Rule30a-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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By: | | /s/ Keitha L. Kinne |
| | Keitha L. Kinne, Principal Executive Officer |
Date: July 1, 2019
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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By: | | /s/ Keitha L. Kinne |
| | Keitha L. Kinne, Principal Executive Officer |
Date: July 1, 2019
| | |
By: | | /s/ Thomas Disbrow |
| | Thomas Disbrow, Principal Financial Officer |
Date: July 1, 2019