| ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
April 24, 2017
Lisa Mikhail Henry
T +1 617 951 7780
lisa.henry@ropesgray.com
VIA EDGAR
Mr. Chad Eskildsen
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re: AMG Funds IV (Registration Nos.033-68666 and811-08004)
Dear Mr. Eskildsen:
I am writing on behalf of AMG Funds IV (the “Trust”) to respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) regarding the October 31, 2016 annual report to shareholders (the “Annual Report”) filed under the Investment Company Act of 1940, as amended, on FormN-CSR on January 6, 2017 for each series of the Trust (each, a “Fund” and collectively, the “Funds”). The Trust appreciates this opportunity to respond to the Staff’s comments. The Staff’s comments and the Trust’s responses are set forth below.
1. Comment: In “Note (F) Agreements and Transactions with Affiliates” under “Notes to Financial Statements,” the disclosure states the following: “For a period of up to three years from the end of the fiscal year during which fees were waived or expenses were reimbursed (the “Recovery Period”), the Investment Manager is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed...” It is the Staff’s position that such “Recovery Period” should limited to three years from the date of the waiver. Since the “Recovery Period” may be longer than three years, please confirm that the Registrant has performed a FAS 5 analysis and provided the analysis to the Registrant’s auditors (See May 1, 2016 Investment Company Audit Guide8.08-8.09).
Response: The Registrant confirms that it has performed a FAS5 analysis and provided the analysis to the Funds’ auditor.
2. Comment: The following series of the Registrant appear to no longer be active. Please review and, if appropriate, mark the series as “inactive” on EDGAR.
| S000001116 | ASTON/TAMRO DIVERSIFIED EQUITY FUND |
| S000001119 | AMG Managers Cornerstone Large Cap Value Fund | |
| S000001135 | ASTON/TCH FIXED INCOME FUND | |
| S000019442 | ASTON/BARINGS INTERNATIONAL FUND | |
| S000028305 | AMG Managers Herndon Large Cap Value Fund | |
| S000030801 | ASTON/RIVER ROAD INDEPENDENT VALUE FUND | |
| S000040201 | ASTON/LMCG Emerging Markets Fund | |
| S000047667 | ASTON/TAMRO International Small Cap Fund | |
| S000049102 | ASTON/Pictet Premium Brands Fund |
Response: The Registrant confirms that the Funds listed above are no longer active and confirms that it will mark the Funds as “inactive” on Edgar.
Please direct any questions you may have with respect to this filing to me at (617)951-7780.
Very truly yours,
/s/ Lisa M. Henry
Lisa M. Henry
| cc : | Mark Duggan, Esq. |
Maureen A. Meredith, Esq.
Gregory C. Davis, Esq.
Adam M. Schlichtmann, Esq.